Brenda Bacon
Hilton Grand VacationsAbout Brenda Bacon
Brenda J. Bacon, 74, has served as an independent director of Hilton Grand Vacations since January 2017; she co‑founded Brandywine Senior Living in 1996 and led it as President & CEO until its sale in 2023, and holds a BA from Hampton University and an MBA from Wharton . Her public service includes Chief of Management and Planning under NJ Governor Florio (1989–1993) and co‑chairing the HHS transition during President Clinton’s first term; she has been recognized by McKnight’s Women of Distinction and ASHA’s Senior Living Hall of Fame . Bacon currently serves on FTI Consulting’s board (chair, Nominating & Governance; member, Compensation) and is a trustee at Rowan University (chair, Risk Management; member, University Advancement) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brandywine Senior Living, Inc. | Co‑founder; President & CEO | 1996–2023 | Grew from 1 location to 32 communities across 7 states; >2,500 team members |
| State of New Jersey | Chief of Management and Planning (cabinet-level) | 1989–1993 | Executive management for Governor Florio |
| U.S. Presidential Transition Team | Co‑chair, HHS Transition | 1993 (Clinton first term) | Federal departmental transition leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FTI Consulting, Inc. (NYSE: FCN) | Independent Director | Ongoing | Chair, Nominating & Governance; Member, Compensation |
| Rowan University (Trustees) | Trustee | Appointed 2013; reappointed 2023 | Chair, Risk Management; Member, University Advancement |
| Argentum (Assisted Living Federation of America) | Board member; Past Chair | Ongoing | Senior living advocacy |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member; not on Compensation Committee .
- Independence: Board affirmatively determined Bacon is independent under NYSE rules and HGV guidelines; also independent for heightened Audit Committee standards under Exchange Act §10A(m)(3) .
- Attendance and engagement: All directors attended at least 75% of Board and applicable committee meetings in 2024; all directors except David Sambur attended the 2024 annual meeting .
- Board leadership: Independent Chairperson (Leonard A. Potter); independent directors meet in executive session; strong checks-and-balances structure .
Fixed Compensation
| Year | Fees Earned (Cash) | Equity Grant (RSUs, grant‑date fair value) | Total Compensation |
|---|---|---|---|
| 2023 | $110,000 | $174,462 | $284,462 |
| 2024 | $113,750 | $200,000 | $313,750 |
- Director compensation program (2024 cycle): annual cash retainer $90,000; committee chairs/members earn additional retainers (Audit chair $35,000; Audit member $17,500; Compensation chair $25,000; Compensation member $12,500; Nominating chair $25,000; Nominating member $10,000); annual RSU grant ~$200,000 vesting on the earlier of one year from grant or next annual meeting .
- Director stock ownership policy: expected ownership equal to 5× annual cash retainer; compliance measured including certain holdings; five‑year window to meet requirement .
Performance Compensation
| Grant Date | Instrument | Shares/Units Outstanding | Grant‑Date Fair Value | Vesting Schedule | Performance Conditions | Dividend Equivalents |
|---|---|---|---|---|---|---|
| May 8, 2024 | RSUs | 4,608 | $200,000 | Vest on earlier of 1‑year anniversary or next annual meeting, subject to continued service | None disclosed (time‑based vesting) | Accrue on unvested RSUs; payable upon settlement if vest; at committee discretion cash or additional RSUs/shares |
Other Directorships & Interlocks
| Company/Entity | Sector Relationship to HGV | Potential Interlock/Conflict Commentary |
|---|---|---|
| FTI Consulting (FCN) | Advisory services; not a disclosed HGV supplier/customer | No direct related‑party transaction disclosed; service on governance/compensation committees at FCN enhances governance expertise; low direct conflict risk evident |
| Rowan University; Argentum | Academic/non‑profit | No commercial conflicts; network influence in senior living policy |
Expertise & Qualifications
- Board skills matrix signals: Outside Board Experience; Senior Leadership; Independence; Gender/Racial/Ethnic Diversity; Accounting & Financial Reporting; M&A; Corporate Finance & Capital Markets; Strategic Planning; Real Estate/Lodging/Hospitality; Government Affairs/Legal .
Equity Ownership
| As of Record Date | Beneficial Shares | % Outstanding | Notes |
|---|---|---|---|
| March 2025 (Record date in proxy) | 40,630 | <1% | Address c/o HGV; beneficial ownership per SEC rules |
| Outstanding Director RSUs (year‑end 2024) | 4,608 | N/A | Annual grant tied to service period; vest as described above |
Insider Trades
| Filing Date | Transaction Date | Code/Type | Shares | Price | Source |
|---|---|---|---|---|---|
| 2024‑03‑05 | 2024‑03‑04 | P (Open‑Market Purchase) | 5,425 | $46.07 | (http://openinsider.com/HGV) |
| 2025‑05‑08 | 2025‑05‑07 | A (Stock Award/Grant, RSUs) | Not specified in summary | $0.00 (RSU grant) | (https://finance.yahoo.com/quote/HGV/insider-transactions/) (https://www.streetinsider.com/SEC+Filings/Form++4++++++++++Hilton+Grand+Vacations++++For%3A+May+07++Filed+by%3A+Bacon+Brenda+J/24766049.html) (http://pdf.secdatabase.com/2157/0001628280-25-023781.pdf) |
Alignment signal: Bacon’s open‑market purchase in March 2024 indicates personal capital at risk alongside shareholders (http://openinsider.com/HGV).
Governance Assessment
- Independence and committee effectiveness: Bacon is independent under NYSE rules and serves on Audit and Nominating & Corporate Governance—committees critical for financial reporting integrity and board composition; Audit Committee’s 2024 report confirms oversight of audited financials and auditor independence .
- Attendance and engagement: Directors (including Bacon) met ≥75% attendance thresholds in 2024; executive sessions and independent chair structure strengthen oversight .
- Pay and ownership alignment: Director pay is a balanced mix of cash retainers and time‑vested RSUs with a 5× retainer ownership guideline; Bacon’s additional open‑market purchase enhances skin‑in‑the‑game beyond annual grants (http://openinsider.com/HGV).
- Conflicts/related‑party exposure: No related‑party transactions disclosed involving Bacon; Apollo‑affiliated directors are not independent and receive cash equivalents due to stock restrictions, but Bacon is unaffiliated and independent, reducing conflict risk .
- Red flags: No pledging/hedging disclosures for Bacon; no discretionary performance‑based awards for directors; director RSUs are purely time‑based—no indication of repricing or unusual guarantees .