Heidi O’Neill
Hyatt HotelsAbout Heidi O’Neill
Heidi O’Neill (age 60) has served on Hyatt Hotels Corporation’s Board since February 2023. She is President of Consumer, Product, and Brand at Nike, Inc., with more than 20 years at Nike, spanning senior roles across e-commerce, retail, women’s, and apparel businesses; she also serves as a director of Spotify Technology S.A. . Hyatt’s Board has affirmatively determined O’Neill is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nike, Inc. | President, Consumer, Product, and Brand | — | Leads integrated consumer teams, product engine, global brand and sports marketing |
| Nike, Inc. | President, Consumer and Marketplace | — | Senior leadership across global marketplace |
| Nike, Inc. | President, Nike Direct | — | Led global retail and digital-commerce; scaled women’s to multi‑billion business |
| Nike, Inc. | VP/GM, North America Apparel | — | Led regional apparel business |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spotify Technology S.A. | Director | Current | — |
| Skullcandy, Inc. | Director | Aug 2013 – Oct 2016 | — |
Board Governance
- Board committees: O’Neill serves on the Talent and Compensation Committee; Chair is Susan D. Kronick .
- Independence: Board determined O’Neill is an independent director under SEC and NYSE standards .
- Attendance: In 2024, the Board met 8 times; no incumbent director attended fewer than 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Lead independent director: Hyatt has nine independent directors and has not designated a lead director; independent directors meet in executive session at least annually .
Fixed Compensation
Policy framework for non‑employee directors (effective 2024) and O’Neill’s actuals:
- Annual cash retainer (“Annual Fee”): $100,000; Annual Equity Retainer: $190,000 in fully vested Class A shares (granted at the annual meeting, payable in arrears) .
- Committee retainers (annual): Audit $15,000 (member)/$30,000 (chair); Talent & Compensation $12,500 (member)/$25,000 (chair); Nominating & Corporate Governance $10,000 (member)/$20,000 (chair); Finance $10,000 (member)/$20,000 (chair) .
- Initial equity retainer for new directors: $75,000 in fully vested shares at appointment (O’Neill received 672 shares upon appointment in Feb 2023) .
Director compensation (O’Neill):
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $85,037 | $112,562 |
| Stock Awards ($) | $121,171 | $177,411 |
| Total ($) | $206,208 | $289,973 |
Deferral elections and activity:
| Item | 2023 | 2024 |
|---|---|---|
| Annual Fee deferral (RSUs credited) | 662 RSUs | 659 RSUs |
| Annual Equity Retainer deferral | Elected to defer | Elected to defer |
| RSUs – End of Year Balance | 1,072 | 2,920 |
Performance Compensation
- Non‑employee director compensation is not performance‑based; Annual Equity Retainer grants are fully vested on grant in respect of service since the prior annual meeting . | Performance‑Linked Elements | Status | |---|---| | PSUs/Options for Directors | Not used; equity retainer is fully vested service‑based shares |
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| Spotify Technology S.A. | Director | Current external public board role |
| Skullcandy, Inc. | Director | Aug 2013 – Oct 2016 |
- Independence determination explicitly considered directors’ service at companies with which Hyatt does business, charitable affiliations, and transactions such as room and meeting space purchases by affiliated entities; O’Neill remained independent under NYSE rules .
Expertise & Qualifications
- Global consumer, retail, and e‑commerce leadership; scaled Nike’s women’s category to multi‑billion business; senior P&L and brand stewardship across product and marketplace .
Equity Ownership
- Director stock ownership guideline: at least 5× the Annual Fee (i.e., $500,000 in 2024); directors have up to five years to meet; directors meeting/following timeline are restricted from sales if below target (change‑in‑control exception). O’Neill meets or is expected to meet within the five‑year period .
- Anti‑hedging/anti‑pledging: Hedging prohibited; pledging generally prohibited except limited pre‑approved cases with demonstrated repayment capacity .
| Ownership Alignment Item | Policy / Status |
|---|---|
| Stock Ownership Guideline | ≥ $500,000 (5× Annual Fee) |
| Compliance Timing | 5 years from appointment |
| Hedging/Pledging | Prohibited (with limited pledging exceptions) |
| Deferred RSUs (End of 2024) | 2,920 RSUs |
Governance Assessment
- Committee role and engagement: Active member of Talent & Compensation Committee; committee issued CD&A review report; no interlocks or insider participation disclosed for 2024 . This supports board effectiveness in pay oversight and independence.
- Independence and attendance: Affirmed independent; attendance thresholds met; presence at annual meeting—all positive signals for governance quality and board engagement .
- Compensation mix and alignment: Director pay emphasizes equity via fully vested share grants and allows fee/equity deferrals into RSUs; stock ownership guidelines and anti‑hedging/pledging policies strengthen alignment and reduce risk .
- Potential conflicts: O’Neill’s senior executive role at Nike and external directorships were considered within Hyatt’s independence review of business relationships; Board concluded independence—no specific related‑party transactions involving O’Neill are disclosed in the proxy .
- Shareholder signals: Say‑on‑pay support ~99.7% at recent annual meetings indicates strong investor confidence in compensation governance, indirectly reflecting committee stewardship where O’Neill serves .
RED FLAGS: None disclosed regarding O’Neill—no low attendance, no hedging/pledging, no repricing, no tax gross‑ups for golden parachutes; severance and change‑in‑control policies apply to executives, not directors .