Charlene T. Begley
Hilton Worldwide HoldingsAbout Charlene T. Begley
Charlene T. Begley (58) has served as an independent director of Hilton Worldwide Holdings Inc. since 2017, bringing extensive operating and financial leadership from General Electric (CIO and SVP; CEO of GE Home & Business Solutions; prior CEO roles across GE Enterprise Solutions, GE Plastics, GE Transportation; CFO roles; led Corporate Audit) and significant boardroom experience in technology, finance, and information security. She chairs Hilton’s Audit Committee and serves on the Governance Committee; the Board has affirmatively determined her independence, and she qualifies as an Audit Committee financial expert under SEC rules . In 2024, she attended at least 85% of Board and committee meetings on which she served .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Electric Company | SVP & CIO; President & CEO, GE Home & Business Solutions | Jan 2010–Dec 2012 | Led enterprise technology and a major business unit; oversight of information security |
| General Electric Company | President & CEO, GE Enterprise Solutions | Aug 2007–Dec 2009 | Led diversified industrial segment |
| General Electric Company | President & CEO, GE Plastics; GE Transportation | Various years | Turnarounds and global operations leadership |
| General Electric Company | Led Corporate Audit staff; CFO roles (GE Transportation; GE Plastics Europe & India) | Various years | Deep financial controls and audit leadership |
External Roles
| Organization | Role | Current/Prior | Committees |
|---|---|---|---|
| Nasdaq, Inc. | Director | Current | Audit & Risk Committee member; Chair of Nominating & ESG Committee |
| SentinelOne, Inc. | Director | Current | Chair of Audit Committee |
| Red Hat, Inc. | Director | Prior | Audit; Nominating Committees |
| WPP plc | Director | Prior | Audit; Nominating Committees |
Board Governance
- Committee assignments: Audit Committee Chair; Governance Committee member .
- Independence: Board affirmed Begley’s independence under NYSE standards; also independent for Exchange Act §10A(m)(3) (audit committee independence) .
- Attendance/engagement: Board met 5x, Audit 7x, Governance 4x; all director nominees attended ≥85% of meetings in 2024; all directors attended the 2024 Annual Meeting .
- Lead Independent Director: Douglas M. Steenland; presides over executive sessions; audit risk reporting cadence includes at least quarterly updates and ≥4 cyber briefings per year .
- Audit oversight (as chaired by Begley): financial reporting integrity, internal controls, auditor independence, related-party transaction review, compliance, and enterprise risk including cybersecurity (ISO 27001 alignment; annual PCI audits; no material information security breaches over last three years) .
- Governance practices: majority independent board; annual elections; proxy access; majority voting; no poison pill; stock ownership guidelines; director education; committee rotation; overboarding limits .
Fixed Compensation
- Program retainer schedule (effective from 2024 Annual Meeting):
- Annual cash retainer $100,000; Equity DSUs $235,000; Audit Chair $35,000; Governance member $10,000; Lead Independent Director $75,000 (not applicable to Begley) .
| Element | FY 2024 Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $142,500 |
| Stock Awards (DSUs; grant-date fair value) | $234,846 |
| All Other Compensation (personal travel perquisite) | $28,940 |
| Total | $406,286 |
- DSU grant mechanics: fully vested at grant; settle at termination (or second anniversary if elected for 2023+ awards); immediate settlement upon change in control; dividend equivalents accrue as additional DSUs payable at settlement .
Performance Compensation
- Directors do not receive performance-based equity; however, Begley’s governance oversight spans executive incentive programs. Key metrics and outcomes underpinning pay-for-performance:
| Metric (PSUs) | Weighting | Performance Period | 2022 PSU Payout |
|---|---|---|---|
| Adjusted EBITDA | 25% | Final-year (2024) | 191% |
| Free Cash Flow per share | 25% | Final-year (2024) | 200% |
| Net Unit Growth CAGR | 25% | 3-year (2022–2024) | 140% |
| RevPAR Index Growth | 25% | Final-year (2024) | 80% (targets withheld to avoid competitive harm) |
| Total 2022 PSU Payout | — | — | 153% |
- Annual cash incentive program for NEOs (primary financial measure): Adjusted EBITDA actual $3,429M in 2024, 102% of target; payout factor 123% for financial objective (overall median payout ≈124% of target) .
Other Directorships & Interlocks
| External Company | Relationship to Hilton | Interlock/Conflict Notes |
|---|---|---|
| Nasdaq, Inc. | Unrelated market infrastructure provider | No Hilton-related transactions disclosed; Hilton policy requires Audit Committee review and recusal for any related-person transactions . |
| SentinelOne, Inc. | Cybersecurity software | No Hilton-related transactions disclosed; if Hilton procures SentinelOne, related-party controls apply (Audit Committee review/recusal) . |
| Red Hat, Inc. (prior); WPP plc (prior) | Software; Advertising | Historical roles; no current Hilton transactions disclosed . |
Expertise & Qualifications
- Financial and audit leadership (GE CFO roles; led Corporate Audit; Audit Committee financial expert) .
- Technology and information security oversight (GE CIO; current audit roles at tech firms; Hilton cyber risk oversight cadence) .
- Global operations and risk management across diversified industrial businesses .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Type | % of Outstanding | Ownership Guideline Compliance |
|---|---|---|---|---|
| Charlene T. Begley | 13,732 | Fully vested DSUs and dividend equivalents | * (<1%) | Directors must hold ≥5x annual cash retainer; Begley satisfies requirement based on common and fully vested DSUs |
- Insider trading/hedging/pledging: Company policy prohibits pledging, hedging, and short sales by directors; robust insider trading policy is in place .
Governance Assessment
- Strengths: Independent director; Audit Chair and SEC-defined financial expert; strong attendance; deep technology and cyber oversight aligned to Hilton’s risk profile; robust related-party review framework; director stock ownership aligned with shareholders .
- Compensation alignment: Director pay mix steeped in equity (DSUs $235k annually) plus cash retainers for board and committee roles; settlement deferral promotes long-term alignment; travel perquisite disclosed and quantified; program updated with peer-informed increases in 2024, signaling competitive but transparent pay .
- Shareholder signals: 2024 Say-on-Pay approval ~92% supports perceived pay-for-performance rigor; continued use of EBITDA/FCF/NUG/RPI metrics underpins disciplined long-term incentives overseen by the Board .
- Watch items: Multi-board service (Hilton, Nasdaq, SentinelOne) increases time demands; Hilton’s guidelines include overboarding limits; monitor any future related-party transactions if Hilton engages vendors tied to external boards (Audit Committee policy and recusals mitigate risk) .
- Overall: High-quality governance profile with experienced financial and technology oversight at the audit helm; no disclosed conflicts or attendance concerns; alignment mechanisms (ownership guidelines, equity DSUs, prohibitions on pledging/hedging) support investor confidence .