Mark Lazarus
Hilton Grand VacationsAbout Mark H. Lazarus
Mark H. Lazarus, 61, has served as an independent director of Hilton Grand Vacations (HGV) since January 2017. He holds a B.A. from Vanderbilt University and brings senior leadership experience across television, streaming, sports and advertising, most recently serving as Chairman of NBCUniversal Media Group (July 2023–Dec 2024) and Prospective CEO of “SpinCo,” a planned NBCU cable/digital carve-out (as of Dec 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NBCUniversal Media Group | Chairman | Jul 2023 – Dec 2024 | Oversaw all entertainment/sports networks, Peacock, distribution, ad sales |
| NBCUniversal Television & Streaming | Chairman | Prior role (dates not fully specified) | Led TV networks, DTC, NBC Sports, owned stations, affiliate relations |
| CSE (sports & entertainment) | President, Media & Marketing | 2008 – 2010 | Media/sports business leadership |
| Turner Entertainment Group | President | 2003 – 2008 | Oversaw Turner Entertainment Networks |
| Turner Sports | President | 1999 – 2003 | Led Turner’s sports operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NBCU “SpinCo” (prospective public company) | Prospective CEO | Since Dec 2024 | Portfolio of cable networks and digital assets |
| Boys & Girls Clubs of America | Board of Governors | Current | Community and youth development focus |
| Eastlake Foundation | Director | Current | Community foundation governance |
| Compass Diversified Holdings (NYSE: CODI) | Director | 2006 – 2016 | Prior public board service |
| Cincinnati Bell (NYSE: CBB) | Director | 2009 – 2011 | Prior public board service |
Board Governance
- Independence: The Board affirmatively determined Lazarus is independent under NYSE rules and eligible for service on the Compensation Committee with heightened independence requirements .
- Committee assignments: Member, Compensation Committee; not a chair; no Audit or Nominating & Corporate Governance assignments .
- Attendance: All directors attended at least 75% of aggregate Board/committee meetings in 2024; all directors except David Sambur attended the 2024 annual meeting (implies Lazarus attended) .
- Board structure: Independent Chair (Leonard A. Potter); regular executive sessions (independent directors) .
- Overboarding safeguards: HGV imposes limits on number of directorships to prevent overboarding .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash fees (2024) | $98,750 | Actual fees earned/paid |
| Equity grants (RSUs, 2024) | $200,000 | Annual RSU grant fair value; vests at next AGM or 1-year from grant |
| Total (2024) | $298,750 | Sum of cash and equity |
| Outstanding equity awards (# RSUs) | 4,608 | Granted May 8, 2024 (standard cycle) |
Program design and terms:
- Standard non-employee director program: $90,000 annual cash retainer; committee member fees ($12,500 Compensation; $17,500 Audit; $10,000 Nominating & Governance); committee chair fees ($25,000 Compensation/Nominating & Governance; $35,000 Audit); $125,000 incremental retainer for Board Chair; ~$200,000 annual RSUs vesting at next AGM or one year .
- RSU treatment: Unvested RSUs accelerate in certain cases (death/disability; change-in-control if not assumed; specified retirement pro-rata; director-level CIC protections) .
Performance Compensation
- None disclosed for directors. Director equity is time-based RSUs without performance metrics; no options or PSU programs for directors (Apollo designees receive cash equivalents due to restrictions, not applicable to Lazarus) .
Other Directorships & Interlocks
| Company | Role | Committee Roles |
|---|---|---|
| Compass Diversified Holdings (NYSE: CODI) | Former Director | Not specified |
| Cincinnati Bell (NYSE: CBB) | Former Director | Not specified |
- No disclosed related-party transactions tied to Lazarus. Apollo has board designation rights and related arrangements; Lazarus is not an Apollo designee and is independent .
Expertise & Qualifications
- Media industry leadership across networks, streaming, sports, distribution and advertising, bringing strong marketing and media perspective to HGV .
- Senior management and board governance experience; strategic planning skills highlighted in Board skills matrix .
- Education: B.A., Vanderbilt University .
Equity Ownership
| Item | Amount | Source/Notes |
|---|---|---|
| Beneficial ownership (shares) | 35,205 | As of record date March 14, 2025 |
| RSUs vesting within 60 days | 4,608 | Included for directors (standard cycle) |
| Shares outstanding (record date) | 94,655,530 | Used to contextualize % ownership |
| Ownership as % of outstanding | ~0.037% | 35,205 ÷ 94,655,530 (derived from cited figures) |
Stock ownership guidelines:
- Directors must hold stock equal to 5× annual cash retainer; compliance expected within 5 years; includes RSUs and certain unvested awards in calculation .
Governance Assessment
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Strengths:
- Independent status and service on Compensation Committee with heightened independence; no interlocks or related-party ties disclosed for Lazarus .
- Consistent board processes: executive sessions, annual evaluations, robust governance guidelines and committee charters .
- Transparent director pay and standard, time-based equity; no performance metrics that could bias oversight .
-
Potential risks/RED FLAGS to monitor:
- Time commitments: Prospective CEO role at NBCU SpinCo plus HGV board service—monitor against HGV’s overboarding limits and meeting attendance; 2024 attendance thresholds were met at aggregate level .
- Board concentration: Apollo Investors own ~27.8% and hold designation/voting rights; while Lazarus is independent, overall board dynamics warrant ongoing monitoring for minority shareholder alignment .
- Related party environment: HGV’s commercial arrangement with Rackspace (Apollo affiliate) is overseen via related-party policy; no Lazarus-specific connection disclosed .
-
Shareholder signals:
- 2024 say-on-pay received ~98% support, suggesting broad investor approval of compensation governance (executive pay context) .
Overall, Lazarus adds valuable media and marketing acumen to HGV’s board, is independent, sits on the Compensation Committee, and maintains standard director compensation and ownership alignment. Continued monitoring of external executive commitments and the Apollo governance framework remains prudent for assessing board effectiveness and investor confidence .