Pamela Patsley - Director | Hilton Grand Vacations (HGV) Executive Profile & Compensation

About Pamela H. Patsley

Pamela H. Patsley (age 68) is an independent director of Hilton Grand Vacations (HGV) and Chair of the Audit Committee. She has served on HGV’s board since December 2016; her background spans CEO, Executive Chair, CFO, and payments/financial services leadership roles, with a BBA in accounting from the University of Missouri .

Past Roles

Organization	Role	Tenure	Committees/Impact
MoneyGram International (NYSE: MGI)	Executive Chairman	Jan 2009–Jan 2018	Led governance during post‑crisis period
MoneyGram International	Chief Executive Officer	Sep 2009–Dec 2015	Oversaw global P2P payments; risk management experience
First Data Corporation	Senior EVP; President, First Data International	2000–2007; 2002–2007	Grew international payments footprint
Paymentech, Inc.	President & CEO	1991–2000	Built merchant acquiring scale
First USA, Inc.	Chief Financial Officer	(prior to Paymentech)	Public company finance and controls

External Roles

Company	Role	Tenure	Committees/Impact
Texas Instruments (NASDAQ: TXN)	Director	Current	Governance and Stockholders Relations Committee member
Keurig Dr Pepper (NYSE: KDP)	Director	Current	Audit Committee member
Payoneer Global (NASDAQ: PAYO)	Director	Current	Audit Committee; Nominating & Corporate Governance Committee member
ACI Worldwide (NASDAQ: ACIW)	Director	2018–2021	Board service
Molson Coors Brewing Company	Director	1996–2009	Board service
Pegasus Solutions, Inc.	Director	2002–2006	Board service
Paymentech, Inc.	Director	1995–1999	Board service

Board Governance

Independence: HGV’s board affirmed Patsley is independent (NYSE and HGV guidelines) and independent for Audit Committee service (Exchange Act §10A(m)(3)) .
Committee assignments: Audit Committee Chair; no other committee memberships .
Financial expertise: Designated “audit committee financial expert” (SEC definition) with accounting/financial management expertise .
Attendance: All directors attended ≥75% of aggregate Board and committee meetings in 2024; all directors except David Sambur attended the 2024 annual meeting (Patsley attended) .
Audit Committee report: Signed by Patsley as Chair; committee recommended inclusion of audited financials in the 10‑K .
Skills matrix: Credits Patsley with outside board experience, independence, accounting/financial reporting, M&A, corporate finance/capital markets, strategic planning, hospitality exposure .

Committee Memberships and Meetings

Committee	Role	2024 Meetings
Audit Committee	Chair	6
Compensation Committee	—	5 (not a member)
Nominating & Corporate Governance	—	4 (not a member)

Fixed Compensation (Director)

Year	Cash Fees ($)	Equity RSUs ($)	Total ($)	Outstanding RSUs (#)
2023	$117,500	$174,462	$291,962	4,342
2024	$122,500	$200,000	$322,500	4,608

Program rates (2024–2025 service period): Annual director cash retainer $90,000; Audit Chair $35,000; Audit member $17,500; Compensation Chair $25,000 and member $12,500; Nominating Chair $25,000 and member $10,000; annual RSUs ≈$200,000, vesting at 1 year or next annual meeting .
RSU terms: Unvested RSUs fully vest upon death/disability; change‑in‑control if awards not assumed; pro‑rata vesting for retirement >6 months after grant; forfeiture on other separations .

Performance Compensation (Director)

No performance-based pay elements are disclosed for non-employee directors; annual equity is time-based RSUs with standard vesting conditions (see RSU terms above) .

Other Directorships & Interlocks

Affiliation	Potential Interlock/Conflict	Notes
TXN, KDP, PAYO	Payments/consumer tech exposure	No HGV‑specific related‑party transactions disclosed involving Patsley; Audit Committee oversees related‑party review .

Expertise & Qualifications

Financial leadership (CEO/Executive Chair/CFO); audit and risk oversight; capital markets; M&A; hospitality-adjacent experience via Pegasus/Paymentech; formal accounting education (BBA, University of Missouri) .

Equity Ownership

Holder	Shares Beneficially Owned	% Outstanding
Pamela H. Patsley	35,205	<1% (denoted “*”)

Director ownership guidelines: Non-employee directors expected to own ≥5× annual cash retainer (excludes committee/chair retainers); includes direct/indirect holdings, vested options in‑the‑money value, time‑vesting RSUs, deferrals; 5‑year compliance window; price declines don’t impair compliance once achieved .
Hedging/pledging: Company policies prohibit pledging and hedging of company stock and maintain a formal insider trading policy filed with the 10‑K .

Governance Assessment

Strengths
- Audit Committee Chair with SEC “financial expert” designation; signed committee report, indicating active engagement in financial reporting oversight .
- Multi‑industry board experience (semiconductors, consumer beverages, fintech) augments HGV risk oversight and capital allocation perspectives; skills matrix confirms accounting/M&A/finance breadth .
- Independence affirmed; committee-only composition of independent directors; robust stock ownership and anti‑hedging/pledging policies support alignment .
- Director compensation structure balanced (cash + time‑based RSUs) with transparent terms and change‑in‑control protections appropriate for board oversight continuity .
Watch items
- External board load: Concurrent service on TXN, KDP, PAYO plus HGV increases time demands; HGV notes “overboarding” limits, but individual thresholds are not disclosed—ongoing monitoring of attendance/engagement advisable (she met ≥75% attendance threshold in 2024) .
- Related-party exposure via Apollo designees exists at the board level (not linked to Patsley); Audit Committee (which she chairs) reviews related-party transactions; continued vigilance warranted as Apollo maintains rights/standstill and voting obligations .
Shareholder signals
- Say-on-pay support was ~98% at the 2024 meeting, indicating strong investor confidence in compensation governance; Audit Committee and Compensation Committee reports included in proxy .