Cary McMillan
Hyatt HotelsAbout Cary D. McMillan
Cary D. McMillan (age 67) has served on Hyatt’s Board since June 2013. He is a CPA and former audit partner at Arthur Andersen, later CFO of Sara Lee Corporation (joined 1999), CEO of Sara Lee Branded Apparel, and co‑founder/CEO of True Partners Consulting, retiring in 2020. He brings deep finance, accounting, and global operating experience and is designated an audit committee financial expert by Hyatt’s Board . He is currently nominated as a Class I director to serve until the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| True Partners Consulting LLC | Co‑Founder; Chief Executive Officer | 2005–2020 (retired 2020) | Led nationwide tax/financial consulting provider |
| Sara Lee Corporation | Chief Financial Officer; Executive Vice President; CEO, Sara Lee Branded Apparel; Director | CFO from 1999; subsequent senior roles (years not all specified) | Senior executive at complex global consumer brand; strategy, finance, operations |
| Arthur Andersen LLP (Chicago office) | Managing Partner; former Audit Partner | Pre‑1999 | Deep audit/financial expertise; CPA credential |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Eagle Outfitters, Inc. | Director | Current | Audit Committee service; financial/accounting expertise |
| McDonald’s Corporation | Director | 2003–2015 | Audit Committee service; financial and accounting oversight |
| Hewitt Associates | Director | 2002–2010 | Board-level contributions |
| The Art Institute of Chicago | Trustee | Current | Non‑profit governance |
| Millennium Park | Trustee | Current | Non‑profit governance |
| Window to the World Communications, Inc. | Trustee | Current | Non‑profit governance |
Board Governance
- Committees: Audit (Chair); Nominating & Corporate Governance (Member); Finance (Member) .
- Independence: Board determined McMillan is independent under NYSE and SEC rules; also designated as an audit committee financial expert .
- Attendance: In 2024, no incumbent director attended fewer than 75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Audit Committee oversight: Financial reporting integrity, internal controls, auditor independence/performance, internal audit plan, risk management (including cybersecurity), Code of Ethics compliance, whistleblower procedures, and related‑party transaction reviews per charter .
- Audit Committee Report: As Chair, McMillan and committee reviewed 2024 audited financials, auditor communications and independence, and recommended inclusion in the Form 10‑K .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Cash Retainer (“Annual Fee”) | $100,000 | Payable quarterly; directors may elect shares in lieu of cash |
| Committee Member Retainers | Audit: $15,000; Talent & Compensation: $12,500; Nominating & Corporate Gov.: $10,000; Finance: $10,000 | Paid quarterly; chairs receive chair retainer only |
| Committee Chair Retainers | Audit: $30,000; Talent & Compensation: $25,000; Nominating & Corporate Gov.: $20,000; Finance: $20,000 (employee chair not eligible) | McMillan is Audit Chair → eligible for $30,000 |
| 2024 Cash Earned (McMillan) | $150,062 | Reflects Annual Fee plus committee retainers (Audit Chair; Nominating/Finance member) |
- Structure update: Effective January 1, 2024, the Board increased the Annual Equity Retainer and certain chair cash retainers to align with peer medians following Korn Ferry study .
Performance Compensation
| Component | Amount/Terms | Settlement/Deferral |
|---|---|---|
| Annual Equity Retainer (fully vested Class A shares) | $190,000 grant date fair value; granted at annual meeting (in arrears for prior service) | Fully vested on grant; pro‑rated and paid in cash if service ends before grant |
| Stock Awards Value (McMillan, 2024) | $177,411 | Represents ASC 718 grant‑date fair value |
| Director Deferred Compensation Plan (Equity/Cash) | Directors may defer Annual Fee and/or Annual Equity Retainer into RSUs; dividend equivalents paid in cash since 2019; settlement date chosen or upon change‑in‑control | McMillan elected to defer Annual Equity Retainer into RSUs |
| RSU Activity (McMillan, 2024) | Beginning: 20,368; Credited: 1,189; Settled: —; End: 21,557 | RSUs carry dividend equivalent rights (cash since 2019) |
Note: Non‑employee director equity is time‑vested stock; there are no performance‑conditioned metrics (TSR/EBITDA/etc.) tied to director compensation at Hyatt. Alignment is driven by equity ownership and anti‑hedging/pledging policies .
Other Directorships & Interlocks
| Company | Relationship to Hyatt | Potential Interlock Considerations |
|---|---|---|
| American Eagle Outfitters, Inc. | Customer/supplier relationship not disclosed; standard large retailer | Audit committee service; no specific related‑party transactions disclosed with Hyatt |
| McDonald’s Corporation (prior) | Global hospitality/consumer | Prior audit committee experience; no ongoing interlock with Hyatt disclosed |
| Hewitt Associates (prior) | HR consulting | Historical board role; no current interlock disclosed |
Expertise & Qualifications
- CPA; former audit partner (Arthur Andersen), CFO and operating executive (Sara Lee); CEO/founder (True Partners). Brings strategy, business development, finance, accounting, international operations expertise; audit committee financial expert designation .
- Committee leadership on audit with risk oversight including cybersecurity and data privacy .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial Ownership – Class A | — (less than 1%) | Table shows no listed Class A/B shares for McMillan; “*” indicates <1% |
| Beneficial Ownership – Class B | — (less than 1%) | Class B concentrated among Pritzker interests |
| RSUs under Director Deferred Compensation Plan | 21,557 RSUs at 2024 year‑end | RSUs/“share equivalents” count toward director ownership guidelines |
| Director Stock Ownership Guidelines | ≥5× Annual Fee (≥$500,000 in 2024), 5‑year compliance window; sale restrictions if below target | Company states each non‑employee director meets or is expected to meet within window |
| Anti‑Hedging/Anti‑Pledging | Hedging prohibited; pledging generally prohibited except limited pre‑approved cases with demonstrated capacity |
Governance Assessment
- Strengths for investor confidence:
- Independent director with significant audit/finance credentials; Audit Committee Chair; designated audit committee financial expert .
- Strong engagement: met attendance thresholds; attended the annual meeting; serves on two additional committees (Nominating & Corporate Governance; Finance) .
- Equity alignment: defers Annual Equity Retainer into RSUs; subject to robust ownership guidelines and anti‑hedging/pledging policies .
- Compensation fairness:
- Cash/equity mix consistent with peer‑aligned structure; 2024 increases reflect market benchmarking; total 2024 director comp of $327,473 for McMillan with clear disclosure of cash vs equity .
- Company‑level governance context (affects confidence broadly):
- Dual‑class structure and voting agreements result in ~92.7% voting power held by Class B and ~88.9% controlled by Pritzker family interests voting with Board recommendations, limiting minority shareholder influence .
- Board recommends AGAINST proposal to eliminate multi‑class structure; plurality voting and classified board persist, noted by external governance advisors in stockholder proposal discussion .
- RED FLAGS (company‑level, not McMillan-specific):
- Dual‑class voting control and contractual voting agreements that may entrench Board positions and reduce responsiveness to non‑Pritzker shareholders .
- No specific related‑party transactions or conflicts disclosed for McMillan; Audit Committee oversight includes related‑party review .
Director Compensation (Summary Table – 2024)
| Name | Fees Earned/Paid in Cash (USD) | Stock Awards (USD) | Total (USD) |
|---|---|---|---|
| Cary D. McMillan | $150,062 | $177,411 | $327,473 |
Performance Compensation Details (Directors)
| Item | 2024 | Notes |
|---|---|---|
| Annual Equity Retainer (policy) | $190,000 grant‑date fair value | Fully vested Class A shares, granted on annual meeting date |
| McMillan Stock Awards (ASC 718) | $177,411 | Value of equity retainer delivered |
| RSU Credits (McMillan, 2024) | 1,189 RSUs credited | Dividend equivalents paid in cash since 2019 |
| RSU Balance (McMillan) | 21,557 year‑end | Deferral via Director Deferred Compensation Plan |
Committee Retainers (2024 Schedule)
| Committee | Member Retainer (USD) | Chair Retainer (USD) |
|---|---|---|
| Audit | $15,000 | $30,000 |
| Talent & Compensation | $12,500 | $25,000 |
| Nominating & Corporate Governance | $10,000 | $20,000 |
| Finance | $10,000 | $20,000 |
Other Notes
- New non‑employee directors receive a $75,000 initial equity retainer (fully vested shares) on appointment/election .
- Director benefits: limited complimentary/discounted rooms to encourage property visits, consistent with policy for colleagues .
- Communications to Board: shareholder communication processes via Corporate Secretary and designated channels .