Caroline D. Krass
Hilton Worldwide HoldingsAbout Caroline D. Krass
Caroline D. Krass, 57, joined Hilton Worldwide Holdings Inc. in March 2025 as Executive Vice President, General Counsel and Secretary; she was previously General Counsel of the U.S. Department of Defense (2021–2025), SVP & General Counsel of AIG’s General Insurance (2018–2021), and the first woman confirmed as General Counsel of the CIA (2014–2017). She earned a B.A. in International Relations from Stanford (Phi Beta Kappa) and a J.D. from Yale Law School . Company performance context: Hilton reported 2024 Adjusted EBITDA of $3,429M, Net Income of $1,539M, RevPAR growth of +2.7%, and Adjusted Diluted EPS of $7.12; 5-year TSR was 125% through year-end 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. Department of Defense | General Counsel | 2021–2025 | Chief legal officer of DoD; principal legal advisor to the Secretary of Defense |
| American International Group (AIG) | SVP & General Counsel, General Insurance; Deputy General Counsel | 2018–2021 | Led global legal team supporting the primary business unit; oversaw cybersecurity & privacy, technology & innovation teams |
| Central Intelligence Agency (CIA) | General Counsel | 2014–2017 | Chief legal officer; principal legal advisor to the CIA Director; first woman GC confirmed by the U.S. Senate |
| Gibson Dunn | Partner; Chair, National Security Practice Group | Pre-2014 | Chaired National Security Practice Group |
External Roles
No public-company board roles or external directorships are disclosed for Krass in Hilton’s 2025 proxy; her biographical disclosure lists prior government service, private practice, and AIG roles .
Fixed Compensation
- Specific 2025 base salary, target bonus, and perquisites for Krass were not disclosed in the 2025 proxy or an associated Form 8‑K; Hilton’s program for executives includes base salary, annual cash incentive, and long-term equity awards .
- Reference benchmark: In early 2024, Hilton set NEO salaries with a median increase of 4% for non-CEO roles, illustrating broader pay practices (not specific to Krass) .
Performance Compensation
Annual Cash Incentive Framework (Hilton executives)
- Structure: Weighted objectives across Financial Performance (Adjusted EBITDA) and Business Area & Organizational Strength; CEO weighting 50%/50%, other NEOs 40%/60% .
- 2024 outcome reference: Adjusted EBITDA achievement was 102% of target, producing a 123% payout on the financial component for NEOs (for context; not specific to Krass) .
| Metric | Weighting | Targeting Approach | 2024 Actual/Outcome (reference) | Vesting/Payment |
|---|---|---|---|---|
| Adjusted EBITDA (Annual) | CEO 50%; other NEOs 40% | Set to require high performance; threshold at 90%, max at 110% of target | 102% of target; 123% payout on financial metric | Cash; paid post-year end |
Long-Term Incentive Program (Hilton executives)
- Mix: 50% PSUs, 25% RSUs (2-year ratable), 25% stock options (3-year ratable); PSUs cliff-vest after 3 years .
- PSU Metrics & Weighting: Adjusted EBITDA (25%), FCF per share (25%), Net Unit Growth CAGR (25%), RevPAR Index Growth (25%); final-year measurement for EBITDA/FCF/RPI and 3-year measurement for NUG .
| PSU Metric | Weight | Performance Period | Rationale |
|---|---|---|---|
| Adjusted EBITDA | 25% | Final-year (FY2026) | Core profitability measure used by investors/analysts |
| FCF per share | 25% | Final-year (FY2026) | Emphasizes cash generation & capital return discipline |
| NUG CAGR | 25% | 3-year (2024–2026) | Captures fee-based network expansion |
| RevPAR Index Growth | 25% | Final-year (FY2026) | Relative performance vs competitive sets (STR) |
- Recent PSU outcome reference: 2022 PSUs certified at 153% of target with metric-level payouts (Adj. EBITDA 191%, FCF/share 200%, NUG CAGR 140%, RPI Growth 80%) .
Equity Ownership & Alignment
- Stock Ownership Guidelines: CEO 8× base salary; other executive officers 3× base salary; disposal restrictions until guideline met .
- Pledging/Hedging: Prohibited under the Insider Trading Policy; no short sales or derivative transactions permitted .
- Clawback Policy: Recoupment of incentive compensation for restatements per SEC/NYSE rules; policy updated under Dodd‑Frank requirements .
- Beneficial Ownership: The proxy presents holdings for directors and 2024 NEOs; Krass was not a 2024 NEO, and her specific share ownership is not disclosed in the ownership table .
Employment Terms
- Severance Plan: For eligible executives, lump-sum severance equal to 2.0× (CEO 2.99×) base salary + target annual cash incentive upon qualifying termination (without cause or for good reason), plus continued benefits and outplacement; double-trigger applies for change in control economics (severance payable only upon termination following a CIC) .
- Restrictive Covenants: Post-employment non-compete and non-solicit for 12 months; indefinite confidentiality, trade secret, and non-disparagement obligations .
- LTI Treatment on Separation (awards generally subject to clawback and restrictive covenants) :
- PSUs: Death/disability—prorated vesting at target (full at target beginning with 2024 PSUs); Retirement—prorated, vest based on actual results; CIC—double trigger for acceleration .
- RSUs: Death/disability—immediate vest; Retirement—continue original schedule; CIC—double trigger .
- Options: Death/disability—immediate vest, with defined post-event exercise windows; Retirement—continue vesting, extended exercise; CIC—double trigger; for-cause or covenant violations—awards terminate .
- No individual employment or CIC agreements for NEOs (unless required by local law outside the U.S.); no tax gross‑ups .
Performance & Track Record
- Government and corporate leadership: Principal legal advisor roles at DoD and CIA; senior legal leadership at AIG; private practice leadership at Gibson Dunn—positioning Krass with deep legal, national security, cyber/privacy, and regulatory expertise .
- Company performance backdrop (pre-appointment): Hilton delivered $3B in capital returns in 2024 and outperformed peers over 1/3/5-year horizons with $33B of value creation; stock price rose from $110.91 (2019 YE) to $247.16 (2024 YE) .
Compensation Committee Analysis and Governance Context
- Peer Group: 17 hospitality, travel, and global consumer brands used for benchmarking (Hyatt, Marriott, Booking, Expedia, Disney, Starbucks, Nike, etc.) .
- Say‑on‑Pay: 92% approval in 2024 (for 2023 NEO compensation) .
- Independent consultant: Exequity LLP advises the Compensation Committee; no conflicts identified .
- Key practices: Double‑trigger CIC, caps on payouts, robust ownership guidelines, clawback, no repricing, no tax gross‑ups .
Investment Implications
- Alignment: Hilton’s executive pay design ties a majority of compensation to multi‑year equity performance (PSUs at 50%) and annual Adjusted EBITDA outcomes; clawback and no‑pledging policies reduce misalignment risks .
- Retention risk: As a newly appointed EVP/GC with a high‑profile public sector and corporate background, retention levers include RSU/option time‑based vesting and PSU performance‑based vesting; severance and non‑compete provisions increase stability and reduce opportunistic departures .
- Trading signals: Absent disclosed grants/holdings for Krass, insider selling pressure cannot be assessed; future proxy filings and any Form 4 reports will be necessary to analyze grant size, vesting cadence, and potential sale windows .
- Pay‑for‑performance credibility: Strong shareholder support (92% Say‑on‑Pay), rigorous PSU metric mix, and double‑trigger CIC treatment suggest disciplined incentives and reduced windfall risk, supportive of long‑term value creation .