Tracey Travis - Director | Hyatt Hotels (H) Executive Profile & Compensation

About Tracey T. Travis

Tracey T. Travis, age 62, joined Hyatt’s Board on March 18, 2025 as a Class I director and has been nominated to serve a term through the 2028 annual meeting. She is an experienced CFO and audit committee leader, with prior service as EVP & CFO of The Estée Lauder Companies (2012–Oct 2024; Senior Advisor Nov 2024–June 2025 planned retirement) and CFO of Ralph Lauren (2005–2012) .

Past Roles

Organization	Role	Tenure	Committees/Impact
The Estée Lauder Companies	EVP & CFO	Aug 2012 – Oct 2024; Senior Advisor Nov 2024 – June 2025 (planned)	Oversaw global finance, accounting, IR, IT, strategy, transformation, and new business development
Ralph Lauren Corporation	SVP Finance & CFO	Jan 2005 – Jul 2012	Senior finance leadership for a global consumer brand

External Roles

Organization	Role	Tenure	Committees/Impact
Accenture plc	Director	Current	Chair of the Audit Committee; member of the Finance Committee
Meta Platforms, Inc.	Director	Current	Chair of the Audit & Risk Oversight Committee
Campbell Soup Company	Director	2011 – 2017	Board service at a global consumer products company
Jo-Ann Stores Inc.	Director	2003 – 2011	Board service at a specialty retailer

Board Governance

Independence: The Board determined Ms. Travis is independent under NYSE and SEC rules .
Board Class/Term: Class I; nominated to serve until the 2028 annual meeting .
Committees at Hyatt: No committee assignment disclosed in the 2025 proxy; she is listed without Board committee(s) in the nominee summary .
Appointment details: Board increased size from 12 to 13 and appointed her effective March 18, 2025; designated Class I .
Attendance context: In 2024, the Board held 8 meetings; Audit 9; Talent & Compensation 5; Nominating 5; Finance 6; no incumbent director attended fewer than 75% and all directors attended the 2024 annual meeting (Ms. Travis was not yet on the Board in 2024) .

Fixed Compensation

Component	Amount / Terms	Notes
Annual Cash Retainer (“Annual Fee”)	$100,000	Paid quarterly; directors may elect to receive in Class A shares; pro-rated if not serving the full quarter
Annual Equity Retainer	$190,000 grant-date fair value in Class A shares	Granted on the annual meeting date, payable in arrears for service since the prior annual meeting; fully vested at grant
Initial Equity Retainer (new directors)	$75,000 grant-date fair value in fully vested shares	Granted on the date first elected/appointed to the Board
Committee Retainers (Member/Chair)	Audit: $15,000 / $30,000; Talent & Comp: $12,500 / $25,000; Nominating & Corp Gov: $10,000 / $20,000; Finance: $10,000 / $20,000	Paid quarterly; chair receives chair retainer only
Deferred Compensation Plan	Election to defer Annual Fee and/or Annual Equity Retainer into RSUs	Settlement at the earlier of specified dates or change-in-control; dividend equivalents paid in cash since Jan 1, 2019
Entitlement	Compensation on same basis as other non-employee directors	As confirmed in her appointment 8-K

Performance Compensation

Hyatt does not disclose performance-based metrics for non-employee director pay; Annual Equity Retainers and the Initial Equity Retainer are fully vested at grant, and no director PSUs/options are described in the policy .
Deferred RSU settlement timing includes change-in-control features in the Director Deferred Compensation Plan (plan term, not performance-based) .

Other Directorships & Interlocks

Relationship	Detail
External boards	Accenture (Audit Chair; Finance member) and Meta (Audit & Risk Oversight Chair); prior Campbell Soup and Jo-Ann Stores
Independence considerations	Board considered directors serving at companies with which Hyatt does business and other affiliations; determined Ms. Travis remains independent with no material relationship to Hyatt
Related party transactions	8-K states Ms. Travis has no direct or indirect material interest in transactions requiring disclosure under Item 404(a)

Expertise & Qualifications

CFO-level expertise across global finance, accounting, investor relations, IT, and strategy at multiple global companies; extensive audit committee leadership .
Board highlighted her financial expertise, experience with consumer products, and audit committee service as reasons for her nomination .

Equity Ownership

As of (Record Date)	Class A Shares	% of Class A	Class B Shares	Notes
March 24, 2025	613	<1%	—	Included in Security Ownership table; address c/o Hyatt

Director stock ownership guideline: 5x Annual Fee (i.e., $500,000 in 2024), with five years to meet; directors subject to anti-hedging and anti-pledging policies. The proxy notes each non-employee director meets or is expected to meet within five years .

Governance Assessment

Strengths: Independent director with deep financial oversight credentials; chairs audit committees at two large-cap companies, bringing robust risk and controls experience; no related-party exposure disclosed at Hyatt; subject to anti-hedging/anti-pledging policies and ownership guidelines .
Compensation alignment: Mix of cash and time-vested equity with optional deferral into RSUs; committee retainer structure incentivizes engagement; no performance vesting for directors reduces risk of earnings-quality distortions .
Engagement: Committee assignments at Hyatt not yet disclosed in the proxy; board/committee cadence suggests active governance, but attendance metrics for Ms. Travis will be available in future proxies given her 2025 appointment .
Potential conflicts to monitor: External board roles at Accenture and Meta could intersect with vendor or strategic relationships; however, the Board’s independence review explicitly considered such affiliations and concluded independence, and no Item 404(a) transactions were reported for Ms. Travis. Continue monitoring for evolving related-party exposure or interlocks .
RED FLAGS: None identified in Hyatt disclosures specific to Ms. Travis (no related-party transactions, independence affirmed, and standard director compensation structure) .