Susan Kronick
Hyatt HotelsAbout Susan D. Kronick
Independent director of Hyatt Hotels Corporation since June 2009; age 73. Former Vice Chair of Macy’s, Inc. and long-serving retail operator with marketing, brand-building, and financial/operational expertise. Currently serves on Hyatt’s Talent and Compensation Committee as Chair and is a member of the Nominating and Corporate Governance Committee and Finance Committee. Also serves as a Director of American Airlines Group Inc.; prior public company board service includes The Pepsi Bottling Group, Inc. (1999–2010) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Macy’s, Inc. | Vice Chair | Mar 2003–Mar 2010 | Senior leadership across marketing, operations; board values her public company experience |
| Macy’s, Inc. | Group President, Regional Department Stores | Apr 2001–Feb 2003 | Regional leadership; financial/operations experience |
| Macy’s Florida | Chairman & CEO | Jun 1997–Mar 2001 | P&L leadership in major retail market |
| Marvin Traub Associates | Operating Partner; later Advisor | Operating Partner: 2012–2021; Advisor: 2021–2023 | Retail business development expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Airlines Group Inc. | Director | Current (not dated) | Board-level perspective; potential customer/supplier interlock considered in independence review |
| The Pepsi Bottling Group, Inc. | Director | Mar 1999–Feb 2010 | Public company board experience |
Board Governance
- Committee assignments: Chair, Talent and Compensation Committee; Member, Nominating and Corporate Governance Committee; Member, Finance Committee .
- Independence: Board determined Ms. Kronick is “independent” under SEC rules and NYSE standards .
- Attendance: In 2024, Board held 8 meetings; Audit 9; Talent & Compensation 5; Nominating & Corporate Governance 5; Finance 6. No incumbent director attended fewer than 75% of board and committee meetings; all directors attended the 2024 annual meeting .
- Lead Independent Director: Company has nine independent directors and has not designated a lead director; independent directors meet in executive session at least annually; Nominating & Corporate Governance Chair presides .
- Compensation consultant: Korn Ferry supported committee decisions in 2024 (committee retains decision authority) .
- Interlocks: Compensation Committee interlocks/insider participation disclosure indicates no interlocks with entities having reciprocal executive officer relationships in 2024 .
Fixed Compensation
| Element | Structure | Notes |
|---|---|---|
| Annual cash retainer (“Annual Fee”) | $100,000 | Payable quarterly; directors may elect shares instead of cash |
| Annual equity retainer | $190,000 grant date fair value in Class A common stock | Fully vested on grant; paid in arrears on annual meeting date |
| Committee chair retainers | Audit: $30,000; Talent & Compensation: $25,000; Nominating & Corporate Governance: $20,000; Finance: $20,000 | Chair does not also receive member retainer |
| Committee member retainers | Audit: $15,000; Talent & Compensation: $12,500; Nominating & Corporate Governance: $10,000; Finance: $10,000 | Paid quarterly |
| New director initial equity | $75,000 fully vested shares | Granted on appointment/election |
| Perquisites | Limited complimentary/discounted rooms | Encourages property visits; consistent with employee policy |
2024 actuals (Non-Employee Director Compensation):
| Name | Fees Earned or Paid in Cash (USD) | Stock Awards (USD) | Total (USD) |
|---|---|---|---|
| Susan D. Kronick | $145,062 | $177,411 | $322,473 |
Component alignment: Kronick’s 2024 fees reflect $100,000 base cash retainer plus $25,000 chair retainer (Talent & Compensation) and $10,000 member retainers (Nominating & Corporate Governance, Finance), matching $145,000 framework (minor rounding/timing reflected in $145,062) .
Performance Compensation
| Item | Details |
|---|---|
| Performance-based elements for directors | None; director equity retainers are fully vested shares without performance metrics (no AIP/PSU structures for non-employee directors) |
| Deferrals | Directors may elect to defer Annual Fee and/or Annual Equity Retainer into RSUs credited to a notional RSU account; dividend equivalents paid in cash post-2019 |
| Anti-hedging / anti-pledging | Hedging prohibited; pledging generally prohibited except limited, pre-approved circumstances demonstrating repayment capacity |
| Ownership guidelines | 5x Annual Fee ($500,000 in 2024) for non-employee directors; 5-year compliance window; sales restricted if below target value; each director meets/is expected to meet |
Other Directorships & Interlocks
| External Company | Role | Interlock/Conflict Considerations |
|---|---|---|
| American Airlines Group Inc. | Director | Independence affirmed despite certain directors’ affiliations with companies Hyatt does business with; board reviews relationships annually |
| The Pepsi Bottling Group, Inc. | Director (1999–2010) | Prior role; no active interlock disclosed |
Compensation Committee Interlocks: None reported for 2024 (no executive officers of other entities served with reciprocal arrangements) .
Expertise & Qualifications
- Marketing and brand-building leadership from senior Macy’s roles; operational and financial management experience valued by the board .
- Public company governance experience across multiple boards .
- Committee leadership in executive compensation and succession planning (as Chair, Talent and Compensation Committee) .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % of Total Common Stock | % of Total Voting Power |
|---|---|---|---|---|
| Susan D. Kronick | 37,927 | — | <1% | <1% |
- Stock ownership guidelines for directors: 5x Annual Fee ($500,000 in 2024); compliance met or expected within five years .
- Anti-hedging/anti-pledging policies apply to directors .
- Section 16(a) compliance: Company reports overall compliance in 2024; one late Form 3 was filed by Robin Road Trust Co LLC (not Kronick) .
Governance Assessment
- Strengths: Independent, long-tenured director with deep consumer/retail operating background; high engagement (no attendance issues; all directors attended annual meeting); chairs a key committee with clear remit over executive pay and succession; uses independent consultant (Korn Ferry) with committee retaining decision authority .
- Alignment: Material equity exposure via fully vested annual grants; robust ownership guidelines; anti-hedging/anti-pledging policies mitigate misalignment risk .
- Interlocks/Conflicts: Current AAL directorship and broad board affiliations are reviewed annually; board reaffirmed independence for Kronick; Compensation Committee interlocks disclosure indicates no problematic interlocks in 2024 .
- RED FLAGS to watch: Dual-class voting agreements provide effective control to Class B holders and Pritzker family interests, which can mute minority shareholder influence on governance matters (board-level signal rather than Kronick-specific risk) . No Kronick-specific related-party transactions disclosed .
Overall: Kronick’s committee leadership, independence, attendance, and ownership policy adherence support investor confidence; continued scrutiny of pay practices through the Talent & Compensation Committee and Board’s annual independence checks mitigate potential interlock concerns .