Dion Sanders
Hyatt HotelsAbout Dion Camp Sanders
Dion Camp Sanders (age 51) has served as an independent director of Hyatt Hotels Corporation since September 2021 and is classified as a Class III director with a term expiring at the 2027 annual meeting. He is Chief Emerging Business Officer at Peloton Interactive, leading retail, commercial, corporate wellness, bike rental and pre-owned, international, and Precor lines of business, plus M&A, strategic partnerships, and PMO. Prior roles include EVP, Corporate Development at Leaf Group Ltd., VP, Emerging Businesses at The Walt Disney Company (Mar 2012–Jul 2016), and various operating roles at IAC/InterActiveCorp. Hyatt’s Board affirmatively determined Sanders is independent under NYSE and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Leaf Group, Ltd. | EVP, Corporate Development | Prior to Jan 2019 (end date) | Corporate development leadership; strategy execution |
| The Walt Disney Company | VP, Emerging Businesses | Mar 2012–Jul 2016 | Built and led emerging businesses; digital initiatives |
| IAC/InterActiveCorp | Various operating roles | Not disclosed | Consumer internet and digital media operating experience |
External Roles
| Organization | Role | Tenure | Scope |
|---|---|---|---|
| Peloton Interactive, Inc. | Chief Emerging Business Officer | Jan 2019–present | Leads retail, commercial, corporate wellness, bike rental/pre-owned, international, and Precor; oversees M&A, strategic partnerships, PMO |
Board Governance
- Committee assignments: Audit Committee member; Chair is Cary D. McMillan. Audit Committee responsibilities include financial reporting integrity, internal controls, auditor engagement/performance, risk oversight including cybersecurity, and related party transactions review.
- Independence: Board determined Sanders is an independent director under SEC and NYSE listing standards.
- Attendance and engagement: No incumbent director attended fewer than 75% of board and committee meetings in 2024; all directors attended the 2024 annual meeting.
- Board classification and term: Class III director; term expires at the 2027 annual meeting.
Fixed Compensation
Non‑employee director compensation (cash and equity):
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash (USD) | $100,063 | $115,062 |
| Stock Awards (Grant Date Fair Value, USD) | $169,937 | $177,411 |
| Total (USD) | $270,000 | $292,473 |
| Committee Retainer Schedule (general policy) | Audit member: $15,000; Chair: $30,000. T&C member: $12,500; Chair: $25,000. NCG member: $10,000; Chair: $20,000. Finance member: $10,000; Chair: $20,000. |
Notes:
- Directors may elect to defer Annual Fees and Annual Equity Retainers into RSUs under the Director Deferred Compensation Plan (with dividend equivalents; cash since 2019). Sanders elected to defer his Annual Equity Retainer.
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Performance-based cash bonus | Not disclosed for non‑employee directors | Not disclosed for non‑employee directors |
| PSUs/Options tied to performance | Not disclosed for non‑employee directors | Not disclosed for non‑employee directors |
- Hyatt’s proxy presents director compensation as cash retainers and equity retainers; no performance-based director bonuses, PSUs, or option awards are shown for Sanders in 2023–2024.
Other Directorships & Interlocks
| Company/Organization | Role | Committee | Status |
|---|---|---|---|
| Public company boards | Not disclosed | — | Not disclosed in proxy |
| Non-profit/academic boards | Not disclosed | — | Not disclosed in proxy |
Expertise & Qualifications
- Senior executive experience in corporate development, strategy, and operating roles; digital and e‑commerce expertise valued by the Board.
- Contributes diversity of backgrounds and experiences to the Board.
- Audit Committee service supports oversight of financial reporting, controls, and risk (including cybersecurity).
Equity Ownership
| Metric | As of Mar 24, 2025 |
|---|---|
| Class A shares beneficially owned | 1,039 (less than 1%) |
| Ownership as % of total common stock | <1% |
| RSUs (Deferred Compensation Plan) – End of Year Balance | 4,106 (2024) |
| RSUs – Credits during year | 1,189 (2024) |
| RSUs – End of Year Balance (prior year) | 2,917 (2023) |
Ownership alignment policies:
- Stock ownership guidelines: Non‑employee directors must own at least five times Annual Fee (≥$500,000 in 2024); five years to comply from initial election. Each non‑employee director currently meets guidelines or is expected to meet them within the five‑year period.
- Insider Trading Compliance Policy: Includes anti‑hedging and anti‑pledging policies.
Governance Assessment
- Board effectiveness: Sanders strengthens Audit Committee oversight of reporting and risk, aligning with investor priorities on financial integrity and cyber risk governance. His digital/e‑commerce and corporate development background complements Hyatt’s strategy execution.
- Independence and attendance: Independent under NYSE/SEC standards with solid engagement (≥75% meeting attendance; attended annual meeting), supporting investor confidence in objective oversight.
- Compensation alignment: Mix is standard for Hyatt’s directors—cash plus equity retainers, with equity deferral indicating long‑term alignment; no performance‑based pay or options reduces pay‑for‑performance complexity risk at the board level.
- Ownership: Direct beneficial ownership is modest in absolute terms (1,039 Class A shares), but RSU deferrals and mandatory ownership guidelines (≥5x Annual Fee within five years) mitigate alignment concerns; Sanders’ five‑year compliance period runs from 2021.
- Conflicts/related‑party exposure: Proxy highlights no family relationships beyond Pritzker directors and assigns related‑party review to the Audit Committee; no related‑party transactions involving Sanders are disclosed.
RED FLAGS
- None disclosed specific to Sanders (no hedging/pledging permitted; no related‑party transactions disclosed; independent status confirmed; attendance acceptable).