Paul Whetsell
Hilton Grand VacationsAbout Paul W. Whetsell
Paul W. Whetsell (age 74) has served on HGV’s board since January 2017 and is currently CEO of Capstar Hotel Company; he holds a bachelor’s degree from Davidson College and brings extensive hospitality leadership, REIT operations, and brand marketing expertise from prior CEO/chairman roles at Meristar Hospitality Corp and Interstate Hotels & Resorts, as well as President/CEO and later Vice Chairman roles at Loews Hotels & Resorts . He is an independent director under NYSE rules and HGV’s Corporate Governance Guidelines, including the heightened independence standard for compensation committee service and “non-employee director” status under SEC regulations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Loews Hotels & Resorts | President & CEO; Vice Chairman | Jan 2012–Mar 2015 (CEO); Apr 2015–Jul 2017 (Vice Chair) | Grew brand from 16 to 24 hotels; oversaw ~$2B investments; restructured operations |
| Virgin Hotels | Director | 2009–2011 | Strategic guidance on operations and property acquisition |
| Meristar Hospitality Corp (NYSE: MHX) | Chairman & CEO | Not disclosed | Ran third-largest REIT with >110 hotels and ~$3B in assets |
| Interstate Hotels & Resorts (NYSE: IHR) | Chairman & CEO | Not disclosed | Led one of industry’s largest operators (>300 hotels under management) |
| Capstar Hotel Company (original) | Founder | Not disclosed | Built third-party manager of upscale hotel properties |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boyd Gaming Corporation (NYSE: BYD) | Director | Current | Compensation Committee member |
| Vistry Group (LON: VTY) | Director | Current | Not disclosed |
| NVR, Inc. (NYSE: NVR) | Director | 2007–May 2018 | Not disclosed |
| Cystic Fibrosis Foundation | Trustee | 2008–2023 | Not disclosed |
| AHLA’s Industry Real Estate & Financing Advisory Council | Member | Not disclosed | Real estate and financing expertise |
| NAREIT | Board of Governors (former) | Not disclosed | REIT industry governance experience |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Independence: Board determined Whetsell is independent under NYSE and HGV guidelines; meets heightened independence for compensation committee service and is a “non-employee director” under SEC rules .
- Attendance: All directors attended at least 75% of aggregate Board and committee meetings in 2024; Whetsell attended the 2024 annual meeting (only David Sambur did not) .
- Executive sessions: Non-employee directors held private executive sessions at each of the four regularly scheduled Board meetings in 2024 .
- Say-on-pay signal: 2024 say-on-pay received ~98% approval, signaling investor support for compensation oversight under the Compensation Committee .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $122,500 | Actual cash retainer paid for 2024 |
| Stock Awards (2024) | $200,000 | Annual director RSU grant fair value |
| Total (2024) | $322,500 | Sum of cash and stock awards |
| Outstanding Equity Awards (units) | 4,608 | RSUs outstanding (granted May 8, 2024) |
- Standard director compensation program (non-employee directors): annual cash retainer $90,000; committee chair/member fees: Audit Chair $35,000/Member $17,500; Compensation Chair $25,000/Member $12,500; Nominating & Governance Chair $25,000/Member $10,000; annual RSU grant ≈$200,000, vesting on the earlier of one year or next annual meeting; reimbursed travel; stock ownership guideline equal to 5x annual cash retainer, to be met within five years .
Performance Compensation
| Director Equity | Grant Date | Units/Value | Vesting | Acceleration/Forfeiture |
|---|---|---|---|---|
| Annual RSUs | May 8, 2024 | 4,608 units; $200,000 FV | Vest on earlier of one year or next annual meeting | Full vest upon death/disability; change in control if awards not assumed; or termination without cause/with good reason within 12 months post-CIC; pro rata vest after 6 months upon retirement; forfeiture otherwise |
- Company incentive metrics under Compensation Committee oversight (2024 STI design): 70% Economic Adjusted EBITDA; 30% Total Economic Revenue; thresholds/targets/maximums and actual results drove payout factors, evidencing pay-for-performance discipline .
| Metric (USD mm) | Threshold | Target | Maximum | Actual | Payout % |
|---|---|---|---|---|---|
| Economic Adjusted EBITDA | $1,066.8 | $1,255.0–$1,275.0 | $1,402.5 | $1,112.2 | 62% |
| Total Economic Revenue | $4,373.7 | $4,859.6 | $5,345.6 | $4,560.8 | 69% |
- Compensation Committee practices: independent consultant (Pearl Meyer) engaged; committee determined no consultant conflicts; robust governance (clawback policy, ownership requirements, no option repricing, no single-trigger equity acceleration if awards assumed) .
Other Directorships & Interlocks
| Company | Industry | Potential Interlock/Conflict |
|---|---|---|
| Boyd Gaming (BYD) | Gaming/Entertainment | No HGV-related transactions disclosed; standard related-party policy and audit committee oversight in place |
| Vistry Group (VTY) | Homebuilding (UK) | No HGV-related transactions disclosed |
- Related person transaction policy: Board/Audit Committee pre-approve and oversee related-party transactions; directors with interests must recuse; Apollo agreements disclosed separately; no Whetsell-specific related party transactions disclosed .
Expertise & Qualifications
- Senior leadership across lodging and REIT operations; real estate and brand marketing expertise relevant to HGV’s timeshare model .
- Strategic planning, M&A, corporate finance/capital markets, and outside board experience align with Board skills matrix .
- Compensation governance experience via committee chair role; familiarity with industry incentive metrics and integration programs .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | RSUs Outstanding | Notes |
|---|---|---|---|---|
| Paul W. Whetsell | 40,205 | <1% | 4,608 | Record date shares outstanding: 94,655,530 |
- Stock ownership guidelines: non-employee directors expected to hold ≥5x annual cash retainer; includes unvested RSUs toward compliance; five-year window to reach guideline .
- Hedging/pledging: prohibited by policy (risk-alignment) .
- Insider trading policy: filed with 2024 Form 10-K; applies to directors .
Governance Assessment
- Strengths: Independent status with heightened independence for compensation committee; active committee leadership; strong attendance; investor support evidenced by 98% say-on-pay; robust policies (clawback, anti-hedging/pledging, related-party pre-approval) .
- Compensation oversight: Clear linkage of incentives to Economic Adjusted EBITDA and Total Economic Revenue with sub-target payouts in 2024, demonstrating accountability; use of independent consultant without conflicts .
- Alignment: Annual RSU grants with vesting tied to continued service and protective change-in-control terms; director ownership guidelines promote long-term alignment .
- RED FLAGS: None disclosed specific to Whetsell (no related-party transactions or attendance issues; hedging/pledging barred by policy). Continued monitoring warranted for external board load versus HGV’s “overboarding” limits (policy exists), and for any future interlocks or transactions with companies where he serves .