David Sambur

About David Sambur

David Sambur, 44, has served on HGV’s board since August 2021 as an Apollo designee. He is Co-Head of Apollo Private Equity, with investing and governance experience across technology, media, gaming, hospitality and travel; prior roles include Salomon Smith Barney’s Leveraged Finance Group. He holds a bachelor’s degree summa cum laude in economics from Emory University and has served on multiple public and private boards (Rackspace Technology, PlayAGS, Redbox, Dakota Holdings) .

Past Roles

External Roles

Board Governance

• Appointment and independence: Sambur was appointed under the Apollo Stockholders Agreement in connection with HGV’s Diamond acquisition; the Board determined he is “not independent” due to his Apollo affiliation .
• Committee assignments: He did not serve on any Board committees in 2024 and is not expected to serve on committees going forward while non-independent; Apollo designees have committee observation rights but cannot serve on the Audit Committee unless independence thresholds are met .
• Attendance and engagement:
  • All directors attended at least 75% of aggregate Board/committee meetings in 2024 .
  • Sambur did not attend the 2024 annual meeting of stockholders .
• Board/committee meetings in 2024:
  • Board: 6; Audit: 6; Compensation: 5; Nominating & Corporate Governance: 4 .

Fixed Compensation

• Director compensation program (general, 2024–2025 cycle):
  • Annual cash retainer $90,000; Chairperson additional $125,000; Committee chair/membership 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 one-year anniversary or next annual meeting .

Performance Compensation

Directors do not have performance-based cash incentives; RSU grants are time-based and intended to align interests. Apollo designee cash in lieu of equity reduces direct equity alignment for the individual director .

Other Directorships & Interlocks

Expertise & Qualifications

• Investment and transaction leadership across sectors relevant to HGV (hospitality, travel, gaming, media, tech); board and governance experience in public/private contexts .
• Qualifications cited by HGV include skills in analyzing businesses and leading investments across industries .

Equity Ownership

Director stock ownership guidelines require non-employee directors to own 5× annual cash retainer within five years, counting RSUs and certain holdings; the policy applies generally, but Apollo designees do not receive equity grants directly and Sambur shows no beneficial ownership in HGV’s table, highlighting potential alignment concerns .

Governance Assessment

• Independence and committee participation:
  • Not independent due to Apollo affiliation; no committee roles, limiting direct oversight contributions (Audit/Comp/Nominating committees are fully independent by design) .
• Attendance:
  • Missed the 2024 annual stockholders’ meeting; overall directors met the 75% meeting-attendance threshold in 2024 .
• Ownership alignment:
  • No personal beneficial ownership disclosed; Apollo designee compensation paid to Apollo affiliate and no direct equity grants to Sambur may weaken individual ownership alignment .
• Related-party exposure and interlocks:
  • HGV’s commercial arrangement with Apollo-controlled Rackspace (~$3.1M in 2024) while Sambur was a Rackspace director is a notable interlock; HGV discloses related-person transaction policy with Audit Committee oversight and recusal procedures .
• Apollo governance rights:
  • Apollo Stockholders Agreement provides two board seats, voting obligations to support Board recommendations (routine matters), consent rights, pre-emptive rights, standstill and confidentiality restrictions; mitigants include standstill, committee independence, and Board oversight of related-party transactions .
• Compensation structure:
  • Director pay program is standard; for Apollo designees, cash in lieu of RSUs paid to affiliate; RSUs (for non-Apollo directors) vest time-based and include dividend equivalents; no performance metrics for directors .

RED FLAGS

• Not independent; no committee membership, limiting formal oversight .
• No personal HGV share ownership disclosed; cash-in-lieu of equity to Apollo affiliate reduces direct director alignment .
• Related-party interlock: HGV payments to Apollo-controlled Rackspace in 2024 while Sambur sat on Rackspace’s board .
• Missed 2024 annual meeting attendance .

Mitigants

• Audit Committee oversight of related-party transactions; formal related-person policy with recusal .
• Apollo standstill and voting obligations, plus step-down of board-designation rights as ownership declines .
• Independent Chair and fully independent committees; executive sessions of independent directors .

Appendices

Board & Committee Structure (2024)

Meeting counts: Board (6), Audit (6), Compensation (5), Nominating (4) in 2024 .