Douglas M. Steenland
Hilton Worldwide HoldingsAbout Douglas M. Steenland
Douglas M. Steenland, 73, is Hilton’s Lead Independent Director and has served on Hilton’s board since 2009 (15 years of service) . He previously served as CEO, President, Chief Corporate Officer, and General Counsel at Northwest Airlines, and was a senior partner at a Washington, D.C. law firm now part of DLA Piper . He holds a B.A. from Calvin College and a J.D. from The George Washington University Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northwest Airlines Corporation | Chief Executive Officer | Apr 2004–Oct 2008 | Led merger transition as CEO; retired upon Delta merger |
| Northwest Airlines Corporation | President | Feb 2001–Apr 2004 | Senior executive leadership |
| Northwest Airlines Corporation | Executive Vice President; Chief Corporate Officer; Senior Vice President & General Counsel | 1991–2001 (dates for roles within tenure) | Oversight of legal, corporate, and executive functions |
| DLA Piper (predecessor firm) | Senior Partner | Pre-1991 | Legal expertise; corporate and regulatory background |
External Roles
| Company/Institution | Role | Status | Committees/Notes |
|---|---|---|---|
| American Airlines Group Inc. | Director | Current | Not specified in Hilton proxy |
| American International Group (AIG) | Director | Former | Not specified |
| London Stock Exchange | Director | Former | Not specified |
| Performance Food Group Company | Director | Former | Not specified |
| Travelport Worldwide Limited | Director | Former | Not specified |
| Digital River, Inc. | Director | Former | Not specified |
| Chrysler Group LLC | Director | Former | Not specified |
Board Governance
- Lead Independent Director; Non-Executive Chair role held by Jonathan D. Gray; CEO and Chair are separated .
- Responsibilities include liaison to CEO, managing board self-evaluation, input on agendas, chairing executive sessions, monitoring shareholder communications, and consulting on governance matters .
- Committee memberships: Audit Committee member and Compensation Committee member .
- Audit Committee financial expert as determined by the Board; all Audit members financially literate .
- Independence: Board determined Steenland is independent under Corporate Governance Guidelines, NYSE rules, and Section 10A(m)(3) of the Exchange Act (audit committee independence) .
- Attendance: In 2024, each director nominee attended at least 85% of Board and relevant committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions of independent directors are regularly scheduled; presided over by the Lead Independent Director .
Fixed Compensation (Director)
| Pay Element | Amount | Detail |
|---|---|---|
| Annual Cash Retainer | $100,000 | Board service cash retainer |
| Lead Independent Director Retainer | $75,000 | Additional retainer for Lead Independent Director |
| Audit Committee Member Fee | $15,000 | Member fee (Chair fee is $35,000, not applicable) |
| Compensation Committee Member Fee | $10,000 | Member fee (Chair fee is $30,000, not applicable) |
| Fees Earned in Cash (2024) | $200,000 | Reflects semi-annual pay cycle; sum matches itemized retainers |
| Perquisites (2024) | $36,634 | Personal travel benefits at Hilton-branded hotels (rooms, taxes/fees, F&B, on-site services) |
Performance Compensation (Director Equity)
| Type | Grant Date | Units | Grant Date Fair Value | Vesting | Settlement | Dividend Equivalents |
|---|---|---|---|---|---|---|
| DSUs (Annual Equity Award) | May 15, 2024 | 1,148 DSUs | $234,846 | Fully vested at grant | 2015–2022 DSUs settle upon termination; beginning 2023, settle on 2nd anniversary if elected, otherwise upon termination; immediate settlement upon change in control | Accrue as additional DSUs equal to dividend fair value; paid at settlement |
Hilton increased the annual director equity award to $235,000 starting with the 2024 Annual Meeting to align with peers, and adjusted committee chair retainers by $5,000; cash paid semi-annually .
Other Directorships & Interlocks
- Current public company board: American Airlines Group Inc. .
- Prior public company boards: AIG, London Stock Exchange, Performance Food Group, Travelport, Digital River, Chrysler Group LLC .
- Potential interlocks/conflicts: Airline industry ties through American Airlines and prior Northwest Airlines may create thematic overlap with hospitality/travel; Hilton’s related person transaction policy requires Audit Committee review and director recusal for any related transaction; no specific related-party transactions involving Steenland disclosed .
Expertise & Qualifications
- Senior executive leadership and travel/hospitality experience; managed large, complex international institutions .
- Legal background enhances oversight of risk, regulation, and obligations .
- Audit committee financial expert designation reflects deep financial literacy .
- Years on Hilton Board: 15 (as of proxy), indicating continuity and institutional knowledge .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Notes |
|---|---|---|---|
| Douglas M. Steenland | 27,444 | <1% | Includes fully vested DSUs and dividend equivalents (19,283) settling upon termination or change in control |
- Director Stock Ownership Policy: Required to own Hilton stock equal to 5x annual cash retainer; all non-employee directors other than the newest nominee meet the guideline based on common stock and fully vested DSUs .
- Insider Trading Policy prohibits pledging and hedging; covered persons may not pledge company securities as collateral or conduct derivatives/short sales .
Governance Assessment
- Strengths: Lead Independent Director role with robust responsibilities; independent status; dual committee service (Audit, Compensation); Audit Committee financial expert designation; solid attendance; formalized executive sessions; strong related-party transaction controls and recusal regime .
- Alignment: Significant equity via DSUs and compliance with director ownership guidelines; compensation mix emphasizes equity while maintaining cash retainers aligned with responsibility (LID premium) .
- Risk controls: Clear clawback policy (updated per SEC/NYSE), prohibition on pledging/hedging, double-trigger vesting on CIC for equity, rigorous committee oversight of risk and compensation .
- Red flags: None disclosed regarding related-party transactions, hedging/pledging, or attendance shortfalls; travel perquisite is standard and fully disclosed; retiree travel benefit may draw optics but is capped and limited to qualifying retirees .
Additional Notes Relevant to Board Effectiveness
- Board and committee activity in 2024: Board (5 meetings); Audit (7); Compensation (4); Governance (4) .
- Committee independence: All committees fully independent; Compensation Committee uses independent consultant Exequity; no consultant conflicts .
- Executive sessions and evaluations: Regular independent director executive sessions; annual self-evaluations (questionnaire + 1:1 with Lead Independent Director) .
- Governance enhancements: Majority voting, proxy access, single-class stock, no rights plan; Board seeking stockholder approval to remove supermajority by-law amendment requirement and provide officer exculpation under Delaware law .
Director Compensation Summary (2024)
| Name | Cash Fees ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Douglas M. Steenland | $200,000 | $234,846 | $36,634 | $471,480 |
Stock awards represent DSUs granted at $235,000 (1,148 DSUs), fully vested at grant; all other comp reflects personal travel perquisite costs at Hilton-branded properties .
Related Party & Conflict Controls
- Policy requires prompt disclosure of related person transactions to the General Counsel; Audit Committee approval/ratification; director recusal on any transaction where they have an interest; factors considered include ordinary course, arm’s-length terms, and dollar value; no material related-person transactions disclosed involving directors .