Chris Carr
Hilton Worldwide HoldingsAbout Chris Carr
Chris Carr, 61, is an independent director of Hilton Worldwide Holdings Inc. and has served on the board since 2020 (years on Hilton Board: 5) . He previously served as Chief Operating Officer of Sweetgreen, Inc. (2020–2023), held senior executive roles at Starbucks (including EVP roles in procurement and U.S./Americas retail), and spent 18 years in executive leadership positions at ExxonMobil . Carr holds a B.S. in Business Administration from the University of San Diego and an M.B.A. from the New York Institute of Technology .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sweetgreen, Inc. | Chief Operating Officer | 2020–2023 | COO overseeing operations |
| Starbucks | EVP, Chief Procurement Officer; EVP, Americas Licensed Stores; EVP, U.S. Retail Stores | Not disclosed; prior to 2020 | Led omni-channel experience across ~13,000 U.S. stores |
| ExxonMobil | Multiple executive leadership roles | 18 years | Developed and implemented retail operational strategies |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Recreational Equipment Inc. (REI) | Director | Private co-op | Board service |
| Bridgestone Americas | Director | Subsidiary of public parent | Board service |
| Howard University | Board Trustee | Non-profit | Trustee role |
| University of San Diego | Board Trustee | Non-profit | Trustee role |
Board Governance
- Independence: The Board affirmatively determined that Chris Carr is independent under NYSE and company guidelines .
- Committee assignments: Member, Nominating & Corporate Governance Committee; no chair roles .
- Attendance and engagement: Each director nominee attended at least 85% of Board/committee meetings in 2024; the Board met 5 times; Governance Committee met 4 times; executive sessions of independent directors held at least annually .
- Tenure: 5 years on Hilton’s Board as of the proxy date .
- Lead Independent Director: Douglas M. Steenland; Board Chair is non-executive (Jonathan D. Gray) .
Fixed Compensation
| Element (2024) | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $100,000 | Paid semi-annually |
| Governance Committee – Member Fee | $10,000 | Member (not Chair) |
| Fees Earned or Paid in Cash (Total) | $110,000 | Consistent with retainer + committee fee |
| Annual Equity Award (DSUs) – Grant Date Fair Value | $234,846 | 1,148 DSUs granted on May 15, 2024 |
| Perquisites (Travel Program) | $25,647 | Company-paid hotel stays, F&B, on-site services while on personal travel |
| Total Director Compensation (2024) | $370,493 | Sum of cash, equity FV, perqs |
DSU mechanics (non-employee directors):
- Vesting: Fully vested at grant .
- Settlement: 2015–2022 DSUs settle upon termination; beginning 2023 DSUs settle upon termination unless the director elects to settle on the second anniversary; settle immediately upon change in control .
- Dividend equivalents: Accrue as additional DSUs, payable at settlement .
| DSU Grant Detail (2024) | Value/Units | Terms |
|---|---|---|
| Grant date | May 15, 2024 | Annual grant |
| Units granted | 1,148 DSUs | Fully vested at grant |
| Grant date fair value | $234,846 | DSU valuation per ASC 718 |
Stock ownership policy (directors):
- Requirement: 5× annual cash retainer; expected within 5 years; other than the newest director nominee, all meet the requirement (includes Carr) .
Performance Compensation
| Performance-based Elements for Director Pay | Status |
|---|---|
| Performance metrics (e.g., PSUs/targets) | None; directors receive DSUs fully vested at grant, with no performance conditions |
Other Directorships & Interlocks
- Public company directorships: Not disclosed in proxy for Carr; current external roles include REI (private) and Bridgestone Americas (subsidiary of a public parent) .
- Potential interlocks/conflicts: Proxy sets a related-person transaction review policy overseen by the Audit Committee; directors recuse where interested; the policy governs any transactions over $120,000 involving insiders/5% holders .
Expertise & Qualifications
- Operational leadership: COO at Sweetgreen; senior executive roles at Starbucks overseeing procurement and U.S./Americas retail .
- Supply chain and strategy: Significant experience in supply chain, strategy, brands, consumer marketing, and international operations .
- Education: B.S. University of San Diego; M.B.A. New York Institute of Technology .
Equity Ownership
| Ownership Item (as of Mar 21, 2025) | Amount | Notes |
|---|---|---|
| Beneficially owned shares | 6,999 | Includes DSUs |
| Fully vested DSUs and dividend equivalents | 6,982 | Settle upon termination or change in control |
| % of shares outstanding | <1% (asterisk in proxy table) | As disclosed in proxy |
Governance Assessment
- Alignment: Independent status, Governance Committee service, and board attendance ≥85% support strong engagement and oversight .
- Pay structure: Cash retainer plus DSUs aligns director incentives with shareholder value; DSUs settle on termination/change-in-control; director ownership guidelines (5× retainer) met, strengthening alignment .
- Perquisites: Personal travel program usage valued at $25,647 in 2024; within policy but warrants monitoring of optics around non-cash benefits for directors .
- Controls and conflicts: Audit Committee reviews related-party transactions; insider trading policy prohibits pledging/hedging/short sales, reducing alignment risks; no stockholder rights plan; majority voting standard for directors .
- Board structure: Separate Chair/CEO; active executive sessions; lead independent director role provides additional oversight .
RED FLAGS: None disclosed specific to Carr in the proxy sections reviewed. Note perquisite visibility (personal travel) and continued monitoring for potential interlocks given external board roles (REI, Bridgestone Americas), though no related-party transactions involving Carr are identified in the proxy’s policy discussion .