Christine Cahill

About Christine Cahill

Christine Cahill, 30, has served on the HGV board since August 2024 as an Apollo Investors designee; she is a Principal in Apollo Global Management’s Private Equity business (joined 2018) and previously worked in Goldman Sachs’ Financial Institutions Group. She holds an undergraduate degree in economics, cum laude with high honors, from Harvard College . The HGV board determined she is not independent due to her Apollo affiliation . She was appointed after the 2024 annual meeting of stockholders .

Past Roles

External Roles

Board Governance

• Independence: The board affirmatively determined Ms. Cahill is not independent due to her Apollo affiliation .
• Apollo designation: Apollo has rights under the Stockholders Agreement to designate two directors; Ms. Cahill was appointed August 7, 2024 to replace Apollo designee Alex van Hoek .
• Committees: Apollo designees (including Ms. Cahill) did not serve on any committees in 2024 and are not expected to serve on committees through the 2026 annual meeting; one Apollo designee may serve on Audit if independence standards are met (currently neither Sambur nor Cahill meets them) .
• Committee observation rights: Apollo designees have notice and observation rights for committee meetings, except where attendance presents a conflict in the committee’s good-faith opinion .
• Attendance: All directors attended at least 75% of aggregate board and applicable committee meetings in 2024; Ms. Cahill was appointed after the 2024 annual meeting (which she did not attend; Sambur did not attend) .
• Board leadership: Independent Chairperson (Leonard A. Potter) with executive sessions at each of the four regularly scheduled board meetings in 2024; board held six meetings, Audit 6, Compensation 5, Nominating & Governance 4 .

Fixed Compensation

• Structure for Apollo designees: Due to Apollo policies, director cash compensation is paid to an Apollo affiliate, and any equity compensation that would otherwise be granted is paid as cash equivalent to that affiliate; HGV reported an aggregate $545,000 paid to Apollo Management Holdings LP for services of Apollo designees (Sambur, van Hoek, Cahill) in 2024 .
• Standard program (for eligible non-employee directors): Cash retainer $90,000, Chair $125,000, committee Chair/member retainers ($35k/$17.5k Audit; $25k/$12.5k Compensation; $25k/$10k Nominating), and ~$200,000 in RSUs vesting on the earlier of 1-year from grant or next annual meeting; Apollo designees are excepted from this equity delivery approach .

Performance Compensation

• HGV does not use performance-based pay for directors; standard director equity is service-based RSUs vesting on time, and Apollo designees receive cash equivalents rather than equity grants per disclosed arrangement .
• Vesting terms for director RSUs (not applicable to Cahill in 2024): RSUs vest on the earlier of one-year from grant or next annual meeting; dividend equivalents accrue and pay upon vesting or are forfeited .

Other Directorships & Interlocks

Expertise & Qualifications

• Board skills matrix attributes for Cahill include: outside board experience; mergers & acquisitions; corporate finance & capital markets; strategic planning; real estate, lodging & hospitality industry experience .
• Education: BA, Economics, Harvard College (cum laude with high honors) .
• Professional background: Apollo Private Equity (Principal); prior Goldman Sachs Financial Institutions Group .

Equity Ownership

• Director stock ownership guidelines: Non-employee directors (other than directors not eligible to receive compensation) are expected to own stock equal to 5× annual cash retainer; guidelines include unvested RSUs and other holdings; Apollo designees’ compensation is paid to an Apollo affiliate, and they did not receive equity awards in 2024, while beneficial ownership for Cahill was reported as zero; the proxy does not state whether she is subject to the ownership guideline .

Governance Assessment

• Independence and influence: Not independent due to Apollo affiliation; appointed under Apollo Stockholders Agreement that grants Apollo designation rights and committee observation rights, which can constrain perceived independence and introduce sponsor influence in board deliberations .
• Compensation and alignment: Cash-only director compensation in 2024 paid to Apollo affiliate, and no equity awards or personal share ownership disclosed, limiting direct “skin-in-the-game” alignment at the individual director level (though Apollo is a 27.8% holder) .
• Related-party exposure: HGV disclosed ~$3.1 million of payments to Rackspace, controlled by Apollo, for data storage services; the Audit Committee oversees related party transactions; arrangement is a potential conflict flag but is disclosed and subject to oversight .
• Board processes: Independent Chair, regular executive sessions, and committee-only independence standards are positives for governance; Apollo designees currently do not meet audit committee independence standards and do not serve on any committees, limiting direct committee oversight by Apollo affiliates .
• Shareholder signals: Say-on-pay approval was ~98% in 2024, indicating strong broad shareholder support for compensation design, though not directly tied to director compensation or Apollo arrangements .

RED FLAGS:
• Non-independence via Apollo designation and committee observation rights .
• Director compensation paid to Apollo affiliate; no personal equity ownership disclosed for Cahill .
• Related-party commercial arrangement with an Apollo-controlled affiliate (Rackspace ~$3.1M) .

Overall, Ms. Cahill brings deal, financial, and sector experience but as an Apollo designee she is not independent, does not sit on committees, and had no disclosed personal equity ownership in 2024—factors investors should weigh alongside HGV’s independent chair, executive-session cadence, and formal related-party oversight in assessing board effectiveness and potential conflicts .