Leonard Potter

About Leonard A. Potter

Leonard A. Potter, 63, is Independent Chair of HGV’s Board, serving since January 2017. He founded Wildcat Capital Management (President & CIO since 2011) and co-founded Vida Ventures I and II (senior managing director since 2017); previously co-headed private equity at Soros Fund Management and held M&A/corporate governance legal roles at Morgan, Lewis & Bockius and Willkie Farr & Gallagher. He served on boards of Hilton Worldwide (2008–2013) and Diamond Resorts International, LLC (2007–2010) and currently serves on SLR Capital Ltd (SLRC), SLR Senior Capital Ltd (SUNS) and SuRo Capital Corporation (SSSS). Education: BA Brandeis; JD Fordham .

Past Roles

External Roles

Board Governance

• Role: Independent Chair of the Board; presides over executive sessions of independent directors; separation of Chair and CEO viewed as appropriate governance; Potter serves as de facto presiding independent director .
• Committee assignments: Chair, Nominating & Corporate Governance Committee; not a member of Audit or Compensation .
• Independence: Board affirmed Potter is independent under NYSE and HGV guidelines .
• Attendance: All directors attended ≥75% of aggregate board/committee meetings in 2024; all directors except David Sambur attended the 2024 annual meeting (Potter attended) .
• Executive sessions: Non-employee directors held private executive sessions at each of the four regularly scheduled board meetings in 2024; Potter presides .
• Board/committee cadence 2024: Board (6); Audit (6); Compensation (5); Nominating & Governance (4) .
• Risk oversight: Audit oversees related party transactions and cybersecurity; Compensation oversees pay risks; Nominating & Governance oversees sustainability/citizenship .

Fixed Compensation

Program structure (non-employee directors):

• Annual cash retainer $90,000; Chair additional $125,000; Committee chairs/members: Audit ($35,000 chair; $17,500 member), Compensation ($25,000 chair; $12,500 member), Nominating & Governance ($25,000 chair; $10,000 member). Annual RSUs ≈ $200,000, vesting at earlier of 1 year or next annual meeting .
• Reimbursement: Reasonable travel and related expenses; independent directors also reimbursed for reasonable personal costs when staying at HGV resorts .

Performance Compensation

• Non-employee director compensation does not include performance-based metrics; equity is time-based RSUs (no PSU/option performance conditions for directors). RSUs accrue dividend equivalents and vest based on time, not performance .

Other Directorships & Interlocks

• Current public boards: SLRC, SUNS, SSSS (director) .
• Prior public boards: Hilton Worldwide (director, 2008–2013) .
• Prior private board: Diamond Resorts International, LLC (director, 2007–2010) .
• Compensation Committee interlocks: HGV discloses none for the Compensation Committee in 2024; no related-party relationships requiring disclosure among its members (Potter is not on Compensation) .

Expertise & Qualifications

• Capital markets and investment management (Wildcat/vida; Soros PE co-head) .
• Legal expertise in securities law, governance, M&A; brings regulatory and transactions insight .
• Hospitality/vacation ownership industry governance experience (Hilton Worldwide; Diamond Resorts) .
• Board skills matrix reflects strengths in outside board experience, senior leadership, independence, accounting/financial reporting, M&A, corporate finance/capital markets, legal/government affairs, strategic planning, and hospitality/real estate experience .

Equity Ownership

Ownership alignment policies:

• Director stock ownership guideline: 5x annual cash retainer (excludes committee/Chair retainers); counted holdings include direct/indirect shares, vested options intrinsic value, unvested time-vested RSUs, and shares in deferral plans; 5-year compliance window; declines in stock price do not affect compliance once achieved .
• Insider trading/hedging/pledging: HGV policy prohibits pledging and hedging of HGV common stock as part of its risk considerations; Insider Trading Policy on file with 2024 Form 10-K .

Governance Assessment

• Strengths: Independent Chair structure with Potter presiding over executive sessions enhances board independence and oversight; Potter’s legal and transaction background is additive for complex M&A and governance matters; strong committee independence (Potter chairs Nominating & Governance) and documented related party review by Audit Committee .
• Alignment: Director pay mix is balanced (cash + time-vested RSUs), with meaningful ownership guidelines and prohibition on hedging/pledging supporting alignment and investor confidence .
• Attendance & engagement: ≥75% meeting attendance; near-full annual meeting attendance; board maintains investor engagement programs and responsiveness .
• Structural considerations: Apollo Investors own ~27.8% and are contractually obligated to vote “FOR” board-recommended proposals on routine matters (including director elections and say-on-pay), potentially dampening contested outcomes and representing a concentrated voting bloc; Apollo designees are non-independent and do not serve on committees, mitigating direct committee influence but maintaining board presence .
• Related-party exposure: No Potter-specific related party transactions disclosed; Audit Committee oversees such matters; clear Related Person Transactions policy and recusal requirements .

RED FLAGS

• Concentrated stockholder voting power: Apollo’s 27.8% stake with voting obligations to support board recommendations on routine matters can influence election outcomes and say-on-pay results; monitor ownership step-down triggers and board designee reductions over time .
• Perquisites optics: Reimbursement of “reasonable personal costs when staying at HGV resorts” for independent directors may draw scrutiny if not modest; ensure transparency and consistent application .

Investor Signals

• Say-on-pay support (2024): ~98% approval indicates investor confidence in compensation governance (albeit influenced by Apollo voting obligations) .
• Committee independence and cadence, plus documented oversight processes (risk, cyber, related party), support governance quality .