Richard Tuttle
About Richard C. Tuttle
Richard C. Tuttle (age 69) has served on Hyatt’s Board since December 2004 and is classified as an independent director by the Board under NYSE standards . He is a founding Principal of Prospect Partners, LLC (since 1998) and previously was EVP, Corporate Development at Health Care & Retirement Corp. (now Manor Care, Inc.); he also previously served as a director of Cable Design Technologies, Inc. (now Belden Inc.) . Tuttle brings private equity, financing and operating company oversight expertise to Hyatt’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prospect Partners, LLC | Founding Principal | 1998–present | Brings financing/PE expertise to Hyatt Board |
| Health Care & Retirement Corp. (now Manor Care, Inc.) | EVP, Corporate Development | Prior to 1998 (historical) | Corporate development/operator experience |
| Cable Design Technologies, Inc. (now Belden Inc.) | Director (prior) | Historical | Public company board experience |
External Roles
| Organization | Role | Committees/Focus | Notes |
|---|---|---|---|
| ESI Lighting, Inc. | Chairman of the Board | Board leadership | Current |
| Polymer Holding Corporation | Chairman of the Board | Board leadership | Current |
| All Glass & Windows Holdings, Inc. | Chairman of the Board | Board leadership | Current |
| QMI Holdings, Inc. | Director | Governance/oversight | Current |
Board Governance
- Class II director; current Class II term expires at the 2026 annual meeting .
- Independence: Board determined Tuttle is independent under SEC/NYSE standards .
- Committee assignments: Chair, Nominating & Corporate Governance Committee; Member, Audit Committee .
- Attendance: In 2024, no incumbent director attended fewer than 75% of board and committee meetings on which they served; Board met 8 times; Audit 9; Talent & Compensation 5; Nominating & Corporate Governance 5; Finance 6; all directors attended the 2024 annual meeting .
- Board leadership/structure: Company has not designated a Lead Independent Director; the Nominating & Corporate Governance Chair would serve ex officio if designated in future .
Fixed Compensation
| Component (Non-Employee Director) | Policy/Rate | 2024 Amount (Tuttle) |
|---|---|---|
| Annual Cash Retainer | $100,000 policy | $100,000 included in $135,062 fees |
| Committee Chair Retainer (Nominating & Corporate Governance) | $20,000 policy | $20,000 included |
| Audit Committee Member Retainer | $15,000 policy | $15,000 included |
| Total Fees Earned or Paid in Cash | — | $135,062 |
| Election to take cash in shares | Directors may elect shares in lieu of cash | Elected 50% of Annual Fee in stock; received 328 shares |
Performance Compensation
| Equity Element | Policy/Structure | 2024 Value/Grant Mechanics | Performance Conditions |
|---|---|---|---|
| Annual Equity Retainer | Fully vested shares of Class A common stock, granted at annual meeting in arrears | Policy value $190,000; Tuttle’s 2024 stock awards value reported: $177,411 | None; equity retainer is time-based/fully vested |
Directors do not receive performance-based cash bonuses; equity retainers are not subject to performance metrics and are fully vested on grant .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Notes |
|---|---|---|---|
| Belden Inc. (formerly Cable Design Technologies, Inc.) | Public (historical) | Former Director | Prior public directorship only |
| ESI Lighting, Inc. | Private | Chairman | No related-party disclosure with Hyatt |
| Polymer Holding Corporation | Private | Chairman | No related-party disclosure with Hyatt |
| All Glass & Windows Holdings, Inc. | Private | Chairman | No related-party disclosure with Hyatt |
| QMI Holdings, Inc. | Private | Director | No related-party disclosure with Hyatt |
Expertise & Qualifications
- Private equity and financing transactions; experience working with operating companies and management teams .
- Financial/accounting sophistication beneficial to Audit Committee work .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership – Class A shares | 37,556 shares; <1% of Class A, <1% total voting power |
| Director Deferred Compensation Plan – RSUs (balance) | 21,327 RSUs as of year-end 2024 |
| Director stock ownership guideline | 5x Annual Fee ($500,000 in 2024); 5-year compliance window |
| Compliance to guideline (board statement) | Each non-employee director meets or is expected to meet within the window |
| Anti-hedging/anti-pledging | Hedging prohibited; pledging generally prohibited except limited pre-approved cases |
| Section 16 compliance | Company reports directors/officers complied in 2024, with one late Form 3 by an unrelated trust; no mention of Tuttle exceptions |
Governance Assessment
Strengths
- Independent director with long service and chair of Nominating & Corporate Governance, providing leadership on board composition and governance practices .
- Audit Committee membership plus finance/accounting sophistication supports financial oversight .
- Strong director equity alignment via annual equity retainer and stock ownership guidelines; anti-hedging/anti-pledging policies apply to directors .
- Attendance met board thresholds; Board and committees were active in 2024 .
Watch items / RED FLAGS to monitor
- No Lead Independent Director designated (the Nominating & Corporate Governance Chair would serve if designated); investors often assess this in controlled/insider-influenced structures .
- Voting agreements among major stockholders “may provide [the] Board with effective control over the election of directors,” which can reduce external investor influence on board refreshment; ongoing scrutiny of board independence and refresh practices is warranted .
- Related party transactions predominantly involve entities affiliated with the Pritzker family (e.g., charter flights via TPO and fees with properties affiliated with John A. Pritzker); none disclosed for Tuttle, but the broader RPT environment merits monitoring for perceived independence and oversight rigor .
Method note: Attempted to retrieve recent Form 4 transactions for “Tuttle” at H using the insider-trades skill; the data source returned an authorization error. Recommend monitoring EDGAR for any updates. All holdings and compensation data above are sourced from Hyatt’s definitive proxy statements and current reports as cited.