Gail Mandel
Hilton Grand VacationsAbout Gail L. Mandel
Gail L. Mandel (age 56) joined HGV’s Board in June 2024 and is an independent director with deep hospitality, finance, and public company governance experience. She is a CPA (New York, 1993), earned a BBA in Public Accounting summa cum laude from Pace University, and previously served as CEO of Wyndham Destination Network, with prior CFO/COO roles at Wyndham Exchange & Rentals and senior finance leadership across Wyndham and Cendant hospitality units . She currently chairs the board of Sabre Corporation and holds committee roles at Sabre and Dave & Buster’s, and she serves on the Community Foundation of New Jersey’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Focused Point Ventures | Managing Director | Since 2019 | Advisory and consulting leadership |
| Wyndham Destination Network (Wyndham Worldwide) | President & CEO | 2014–2018 | Led a provider of professionally managed vacation accommodations |
| Wyndham Exchange & Rentals | COO & CFO | Mar–Nov 2014 | Operational and financial leadership |
| Wyndham Exchange & Rentals | CFO | 2010–2014 | Financial oversight |
| Wyndham Worldwide | SVP, FP&A | 2006–2010 | Corporate financial planning and analysis |
| Cendant Hospitality/Travel Services | Division CFO/Controller | 1999–2006 | Division-level financial leadership |
| Cendant Mobility | Controller | 1997–1999 | Accounting leadership |
External Roles
| Organization | Role | Committees |
|---|---|---|
| Sabre Corporation (NASDAQ: SABR) | Chair of the Board | Chair, Nominating & Governance; Member, Compensation |
| Dave & Buster’s Entertainment, Inc. (NASDAQ: PLAY) | Director | Audit; Nominating & Governance |
| Community Foundation of New Jersey | Director | Not disclosed |
Board Governance
- Committee assignments: Audit Committee member; not a committee chair at HGV .
- Audit Committee financial expert: Board determined Ms. Mandel qualifies; members are financially literate and independent .
- Independence: Board affirmatively determined Ms. Mandel is independent under NYSE and HGV guidelines (including audit committee heightened standards) .
- Attendance and engagement: Company reports all directors attended at least 75% of Board and committee meetings in 2024; Ms. Mandel joined after the 2024 annual meeting (appointed June 7, 2024) .
- Executive sessions: Non‑employee directors met in private executive session at each of the four regularly scheduled Board meetings in 2024; independent Chair (Leonard A. Potter) presides .
- Board structure: Independent Chair separates Board leadership from CEO; committees comprised solely of independent directors .
| HGV 2024 Meetings | Count |
|---|---|
| Board of Directors | 6 |
| Audit Committee | 6 |
| Compensation Committee | 5 |
| Nominating & Corporate Governance | 4 |
Fixed Compensation
| 2024 Director Compensation (HGV) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $44,939 |
| Stock Awards (grant-date fair value) | $183,607 (prorated; appointed June 7, 2024) |
| Total Compensation | $228,546 |
| Outstanding Equity Awards (units) | 4,537 RSUs |
| HGV Non‑Employee Director Compensation Program (2024–2025 cycle) | Terms |
|---|---|
| Annual Cash Retainer | $90,000 |
| Additional Cash Retainer – Board Chair | $125,000 |
| Audit Committee | Chair $35,000; Member $17,500 |
| Compensation Committee | Chair $25,000; Member $12,500 |
| Nominating & Corporate Governance | Chair $25,000; Member $10,000 |
| Annual Equity Award | ~$200,000 in RSUs; vests at earlier of 1‑year anniversary or next annual meeting (continuing service required) |
Performance Compensation
- Structure: Director equity is time‑vesting RSUs; no performance metrics (e.g., revenue/EBITDA/TSR) are disclosed for non‑employee director awards .
| Equity Award Detail (Ms. Mandel) | Disclosure |
|---|---|
| Award Type | RSUs |
| Grant Date | June 7, 2024 (upon appointment) |
| Number of RSUs Granted/Outstanding | 4,537 (outstanding equity awards) |
| Vesting | Earlier of one‑year from grant or next annual meeting; service-based |
| Dividend Equivalents | Accrue on unvested RSUs; paid upon settlement or forfeited if RSUs forfeited |
| Change‑in‑Control Treatment | Full vest if awards not assumed/substituted; pro rata vesting upon retirement >6 months after grant; acceleration on certain terminations within 12 months post‑CIC (as defined) |
Other Directorships & Interlocks
| Company | Sector Link to HGV | Potential Interlock Considerations |
|---|---|---|
| Sabre Corporation | Travel technology; adjacent to hospitality distribution | Industry adjacency; no HGV‑Sabre related‑party transactions disclosed in HGV’s 2025 proxy |
| Dave & Buster’s Entertainment | Leisure/entertainment | Unrelated to HGV’s timeshare operations; no related‑party transactions disclosed |
- Related‑party policy: HGV requires Board/Audit Committee prior review/approval of related person transactions; interested directors must recuse; policy conforms to NYSE Section 314.00 .
- Apollo agreements: Board rights and transactions involve Apollo Investors; not relevant to Ms. Mandel’s independence or committee service (she is independent; Apollo designees are non‑independent) .
Expertise & Qualifications
- Board skills matrix highlights: Outside board experience; senior leadership; independence; accounting & financial reporting; M&A; corporate finance & capital markets; strategic planning; real estate/lodging/hospitality industry experience .
- Audit Committee financial expert designation affirms accounting/financial management expertise .
- Credentials: CPA (NY), former CEO/CFO/COO across hospitality and travel services .
Equity Ownership
| Beneficial Ownership (Record Date) | Amount |
|---|---|
| Shares beneficially owned by Gail L. Mandel | 4,537; less than 1% of outstanding |
| HGV Shares Outstanding (Record Date) | 94,655,530 |
| Ownership Policy (Non‑Employee Directors) | Requirement |
|---|---|
| Stock Ownership Guideline | 5× annual cash retainer; 5‑year compliance window |
| Counting Toward Guideline | Direct/indirect holdings; vested options (intrinsic value); time‑vesting RS/RSU; deferral plan shares; price declines don’t impair compliance if share count maintained |
| Pledging/Hedging | Company’s executive compensation program prohibits pledging and hedging of HGV common stock |
| Insider Trading Policy | Adopted and filed with 2024 Form 10‑K; governs trading by directors/officers/employees |
Governance Assessment
- Strengths: Independent director with Audit Committee service and “audit committee financial expert” status; proven hospitality and finance leadership; skills matrix alignment with HGV’s strategy (hospitality, M&A, finance, strategic planning) .
- Incentive alignment: Director pay mixes cash retainers with annual RSUs; RSUs are time‑vested and accrue dividend equivalents; director ownership guidelines require 5× cash retainer within five years, promoting longer‑term alignment .
- Attendance/engagement: Company reports ≥75% attendance across Board/committee meetings in 2024 for all directors; private executive sessions held at each regular Board meeting; independent Chair presides .
- Risks/considerations:
- Overboarding/time commitment: Concurrent roles (Sabre board chair and PLAY director) increase workload; HGV states it enforces limits on the number of directorships to prevent overboarding (policy noted, specific numeric limits not disclosed in proxy) .
- Industry adjacency: Sabre’s travel tech exposure is adjacent to hospitality; no related‑party transactions involving Ms. Mandel are disclosed; HGV policy requires recusal and pre‑approval for related person transactions .
- Ownership: Current reported beneficial ownership is modest at 4,537 shares (<1%); policy allows five years to reach 5× retainer guideline .
- Compensation governance quality: Compensation Committee uses independent consultant (Pearl Meyer); committee evaluated consultant conflicts and found none; oversight includes director compensation and ownership guideline compliance .