Ugo Arzani
About Ugo Arzani
Independent Class II director of Global Business Travel Group, Inc. (GBTG), age 50; appointed February 27, 2025, with current term expiring at the 2027 annual meeting. Previously served on the legacy GBTG board from June 2017 to May 27, 2022. Head of Retail & Consumer at the Qatar Investment Authority (QIA) since September 2013; earlier spent 15 years in investment banking at Merrill Lynch/Bank of America Merrill Lynch. Holds a Business Administration degree magna cum laude from Bocconi University; fluent in Italian, English, French, and German. Nominated to the Board by QIA pursuant to the Shareholders Agreement.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Legacy GBTG (pre‑Business Combination) | Director | Jun 2017 – May 27, 2022 | Board service through transformation period |
| Merrill Lynch / Bank of America Merrill Lynch | Investment Banking (Retail & Consumer) | 15 years | Advised Retail & Consumer companies on M&A and financing |
| Qatar Investment Authority (QIA) | Head of Retail & Consumer | Since Sep 2013 | Leads investments across multiple consumer-related sectors; completed 40+ investments |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Harrods | Director | Current | Board member |
| Groupe Accor | Director | Current | Board member |
Board Governance
- Class II director; term expires at the 2027 annual meeting; appointed Feb 27, 2025, succeeding Mohammed Saif S. S. Al‑Sowaidi.
- Independence: Identified as an independent director under NYSE standards.
- Committee assignments: Nominating & Corporate Governance; Risk Management & Compliance.
- Committee activity levels (2024): Nominating & Corporate Governance met 2 times; Risk Management & Compliance met 4 times. (Arzani joined in 2025; figures reflect committee cadence).
- Nomination rights and shareholder representation: Appointed pursuant to QIA nomination rights under the Amended and Restated Shareholders Agreement; QIA (via QH Travel L.P.), American Express, and Expedia retain nomination rights as “Continuing JerseyCo Owners.”
- Related‑party transactions: 8‑K states no transactions involving Arzani requiring disclosure under Item 404(a) of Regulation S‑K.
Fixed Compensation
- Non‑Employee Director Compensation Policy (effective May 27, 2022; applies to Arzani and prorated from appointment to the 2025 annual meeting per 8‑K):
- Annual Board retainer: $85,000 cash and $160,000 RSUs (other directors).
- Committee retainers (annual cash): Audit Chair $15,000; Audit Member $15,000; Compensation Chair $15,000; Compensation Member $10,000; Nominating & Corporate Governance Chair $10,000; Nominating & Corporate Governance Member $10,000; Risk & Compliance Chair $10,000; Risk & Compliance Member $10,000.
- Meeting fee premiums: $2,000 per committee meeting above thresholds (Audit/Compensation > 8; Nominating/Risk > 5).
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer (Board) | 85,000 | Paid quarterly in arrears; prorated from 02/27/2025 to annual meeting per 8‑K |
| Nominating & Corporate Governance member fee (cash) | 10,000 | Annual |
| Risk Management & Compliance member fee (cash) | 10,000 | Annual |
| Meeting fee premium (if above threshold) | 2,000 per meeting | Only if meetings exceed counts; thresholds noted |
| Reimbursement | Actual travel/out‑of‑pocket | Standard director reimbursement |
Historical director fees (FY2022 partial service prior to resignation):
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Ugo Arzani | 81,233 | — | 81,233 |
| Period note | Resigned May 27, 2022 | — | — |
Performance Compensation
- Annual RSU retainer: $160,000 grant value; RSUs granted each year on the date of the annual meeting; one‑year vesting; pro‑rated vesting for partial terms.
- Performance metrics: Not applicable to director retainer RSUs (time‑based vesting).
| Equity Award | Grant Timing | Grant Value ($) | Vesting | Performance Conditions |
|---|---|---|---|---|
| Director RSU retainer | Annual meeting date | 160,000 | 1‑year; pro‑rated for partial term | None (time‑based vesting) |
Other Directorships & Interlocks
| Company | Role | Potential Interlock Relevance |
|---|---|---|
| Harrods | Director | Luxury retail exposure; no GBTG related‑party transactions disclosed for Arzani. |
| Groupe Accor | Director | Global hospitality exposure; no GBTG related‑party transactions disclosed for Arzani. |
- Shareholder influence signal: QIA nomination rights; Arzani is a QIA executive and was nominated via QH Travel L.P. per the shareholders agreement.
Expertise & Qualifications
- Sector expertise: Retail, Consumer Goods/Technology, Leisure, Sports, Agriculture; 40+ completed investments globally at QIA.
- Financial/transactional expertise: 15 years advising on M&A and financing in Retail & Consumer sectors at Merrill Lynch/BoA.
- Education: Bocconi University, Business Administration, magna cum laude.
- Multilingual: Italian, English, French, German.
Equity Ownership
| Filing | Filing Date | Event Date | Relationship | Beneficial Ownership | Notes |
|---|---|---|---|---|---|
| Form 3 (Initial Statement) | Mar 3, 2025 | Feb 27, 2025 | Director | No securities beneficially owned | Filed with Exhibit 24 Power of Attorney |
- Compensation policy indicates RSU retainer grants on annual meeting date with one‑year vesting; actual grant details for Arzani in 2025 not disclosed in filings reviewed.
Governance Assessment
- Strengths: Independent director with deep investment and consumer sector expertise; assigned to Risk Management & Compliance and Nominating & Corporate Governance committees that oversee enterprise risk, compliance, succession, independence, and conflicts.
- Alignment: Initial Form 3 shows zero holdings; however, director RSU retainer program and cash/equity structure provide standard alignment over time (one‑year vesting, pro‑rated for service).
- Shareholder influence and potential conflicts: Nominated by QIA (shareholder with nomination rights), and concurrently a QIA executive, which signals sponsor representation; company discloses no Item 404(a) related‑party transactions involving Arzani. Monitoring recommended for any future QIA‑related transactions or hotel supplier relationships given Accor directorship, though none are disclosed.
- Engagement: Committees met 2–4 times in 2024; Arzani’s appointment occurred in 2025, so personal attendance metrics not yet disclosed.
Overall investor confidence impact: Sponsor‑nominated independent with substantial investment and sector background placed on risk and governance committees is constructive; disclosure of no related‑party transactions and standard director compensation structure reduces conflict risk, but ongoing oversight warranted given QIA affiliation and external hospitality board role.