David Johnson

About David W. Johnson

David W. Johnson, 63, has served as an independent director of Hilton Grand Vacations (HGV) since January 2017. He is co‑founder and Managing Director at Horizon Capital Partners LLC (since September 2021) and previously served as President and CEO of Aimbridge Hospitality from April 2003 to September 2021, overseeing 1,600+ hotels, ~$10B annual revenue, and ~65,000 employees. He held senior roles at Wyndham International, including President of Wyndham Hotels (oversight of ~15,000 employees, ~$3B revenue), and helped grow Wyndham from 10 to 500 hotels during his tenure. Johnson earned a BS in business economics (highest honors) from Northeastern Illinois University and was a finalist for EY Entrepreneur of the Year in 2014 .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member; Compensation Committee member; not a chair .
• Independence: Board affirmatively determined Johnson is independent under NYSE rules; also independent for heightened NYSE compensation committee requirements and a “non‑employee director” for SEC purposes. He also meets audit committee independence standards (financial expert status applies to other members) .
• Attendance: All directors attended at least 75% of aggregate Board and committee meetings in 2024; all directors except David Sambur attended the 2024 annual meeting (Johnson attended) .
• 2024 meeting counts: Board 6; Audit 6; Compensation 5; Nominating & Corporate Governance 4. Non‑employee directors held private executive sessions at each of the four regular Board meetings in 2024 .
• Board leadership and safeguards: Independent Chair (Leonard Potter); majority independent Board; all standing committees composed solely of independent directors; overboarding limits; annual elections; majority vote resignation policy; regular executive sessions .

Fixed Compensation

Program structure for eligible non‑employee directors (for the 2024–2025 service year): $90,000 annual cash retainer; committee membership cash retainers ($17,500 Audit member; $12,500 Compensation member; $10,000 Nominating member); $200,000 annual RSU grant vesting on the earlier of one year or next annual meeting; reimbursed travel/reasonable personal costs at HGV properties; director stock ownership guideline of 5× cash retainer, to be met within five years .

Performance Compensation

Directors do not receive performance‑based cash bonuses. Equity compensation is service‑vesting RSUs; no stock options are part of the director program.

• Director RSU vesting/forfeiture provisions: Unvested RSUs fully vest upon death/disability; vest at change‑in‑control if awards are not assumed/substituted, or upon termination without cause/with good reason within 12 months following change‑in‑control; pro‑rata vesting on retirement if more than six months after grant; forfeiture for other separations .

Other Directorships & Interlocks

Related‑party exposure: HGV’s disclosed related‑party arrangements primarily involve Apollo designees and a Rackspace service agreement; no Johnson‑specific related‑party transactions are disclosed .

Expertise & Qualifications

• Hospitality operations and scale leadership: CEO of a premier hotel management company; prior senior roles at Wyndham; marketing background .
• Board and audit oversight: Service on audit and compensation committees; current audit committee member at Sonida Senior Living; prior audit committee experience at Strategic Hotel .
• Strategic growth and M&A: Led large portfolio expansion and organizational scaling; industry marketing expertise .
• Education & recognition: BS in business economics (highest honors); EY Entrepreneur of the Year finalist .

Equity Ownership

Ownership alignment: Directors are subject to a stock ownership guideline equal to 5× annual cash retainer; measurement includes time‑vesting RSUs and certain other holdings; five‑year compliance window (status for individual directors not disclosed) .

Governance Assessment

• Strengths: Independent director with dual committee service (Audit, Compensation) and consistent attendance; deep hospitality operating expertise enhances Board oversight of HGV’s core business; current audit oversight experience at a public company (Sonida) supports financial governance quality .

• Alignment: Director pay mix balanced between cash retainer and annual RSUs with one‑year vesting tied to continued service; meaningful director ownership guidelines (5× retainer) promote alignment over time .

• Conflicts/Related‑party: No Johnson‑specific related‑party transactions disclosed; HGV’s related‑party items pertain to Apollo designations and a Rackspace agreement; Audit Committee oversees related‑party approvals under formal policy .

• Process signals: Majority independent Board/committees, independent Chair, executive sessions each regular meeting, and high say‑on‑pay support (98%) indicate stable governance processes and investor alignment .

• RED FLAGS: None identified specific to Johnson in the proxy; no attendance shortfall; no pledging/hedging disclosures flagged; no Johnson‑linked related‑party transactions .