Elizabeth A. Smith
Hilton Worldwide HoldingsAbout Elizabeth A. Smith
Elizabeth A. Smith (61) has served as an independent director of Hilton Worldwide Holdings Inc. since 2013, currently chairing the Nominating & Corporate Governance Committee. She is Executive Chair of Revlon and previously held senior leadership roles at Bloomin’ Brands, Avon, and Kraft. She holds a B.A. from the University of Virginia (Phi Beta Kappa) and an M.B.A. from Stanford Graduate School of Business; she brings expertise in strategy, brands/marketing, sales, corporate finance, and financial reporting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bloomin’ Brands, Inc. | Executive Chairman | Apr 2019 – Feb 2020 | Oversight of strategy and governance |
| Bloomin’ Brands, Inc. | Chairman of the Board | Jan 2012 – Apr 2019 | Led board governance |
| Bloomin’ Brands, Inc. | Chief Executive Officer | Nov 2009 – Apr 2019 | CEO leadership across brand portfolio |
| Avon Products, Inc. | President | Sep 2007 – Oct 2009 | Led global brand marketing, sales, supply chain, IT |
| Avon Products, Inc. | President, Global Brand; led Avon North America | Jan 2005; Aug 2005 added NA | Oversaw global brand and North America operations |
| Kraft Foods Inc. | Various roles | Sep 1990 – Nov 2004 | Finance, marketing, operational leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Revlon | Executive Chair | Current | Executive leadership and oversight |
| Brown-Forman Corporation | Director | Current | Public company board service |
| Atlanta Federal Reserve Board | Chair (prior) | Prior | Monetary policy and regional economic oversight |
| Staples, Inc. | Director; Audit Committee member (prior) | Prior | Audit oversight |
| The Gap, Inc. | Director (prior) | Prior | Governance oversight |
| U.S. Fund for UNICEF | Director (prior) | Prior | Nonprofit governance |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; not listed on Audit or Compensation Committees .
- Independence: Board affirmatively determined Ms. Smith is independent under NYSE rules; all Board committees are fully independent .
- Attendance and engagement: In 2024, all nominees attended at least 85% of Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors hold regular executive sessions; at least one private session annually led by the Lead Independent Director .
- Committee scopes: Governance Committee oversees board composition, committee nominations, Corporate Governance Guidelines, Travel with Purpose strategy, public policy objectives, and Board/committee evaluations .
Fixed Compensation
| Pay Element | Policy Amount (Annual) | Notes |
|---|---|---|
| Annual Cash Retainer | $100,000 | Semi-annual payment in arrears |
| Governance Committee Chair Retainer | $25,000 | Applies to committee chairs |
| Meeting Fees | Not disclosed | No separate meeting fees disclosed |
| Travel Perquisite | Eligible | Company-paid rooms/F&B/services during personal travel at Hilton-branded hotels; retiree benefit up to 30 nights annually (currently $20,000 cap) for directors with ≥7 years of service; may be amended/discontinued |
| 2024 Director Compensation (Actual) | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Elizabeth A. Smith | $122,500 | $234,846 | — | $357,346 |
Performance Compensation
| Equity Instrument | Grant Mechanics | Vesting | Settlement | Dividend Equivalents |
|---|---|---|---|---|
| Deferred Share Units (DSUs) | Annual grant of DSUs; 2024 award $235,000; 1,148 DSUs granted on May 15, 2024 | Fully vested at grant | 2015–2022 DSUs settle upon termination; beginning 2023 DSUs settle upon termination unless elected to settle on 2nd anniversary; settle immediately upon change in control | Accrue as additional DSUs equal to fair value of dividends; payable at settlement |
Note: Director equity is not performance-based; no annual or long-term performance metrics apply to director DSUs .
Other Directorships & Interlocks
- Current public company directorship: Brown-Forman Corporation .
- Prior public company boards: Staples (Audit Committee), The Gap, Target, Verizon (prior for other directors, not Smith) are noted elsewhere in the proxy but Smith’s prior service includes Staples/GAP; committee role specified for Staples Audit .
- Private/nonprofit/academic boards: U.S. Fund for UNICEF; prior Chair of Atlanta Federal Reserve Board .
- Interlocks/conflicts: Compensation Committee Interlocks disclosure reports no interlocks in 2024; members were independent and not officers/employees of Hilton . No related-person transactions involving directors disclosed; Company maintains an Audit Committee-reviewed related-person transaction policy .
Expertise & Qualifications
- Skills: Strategy, brands/marketing, sales, corporate finance, and financial reporting; senior executive leadership .
- Education: B.A., University of Virginia (Phi Beta Kappa); M.B.A., Stanford GSB .
- Board skills matrix: Years on Hilton Board = 11 (as of March 21, 2025) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Composition Details |
|---|---|---|---|
| Elizabeth A. Smith | 21,449 | <1% | Includes 19,283 fully vested DSUs and dividend equivalents, settling upon termination or change in control |
- Director stock ownership policy: Required ownership equal to 5x annual cash retainer ($500,000 based on a $100,000 retainer). As of the proxy, all non-employee directors other than the newest nominee meet the guideline, implying compliance for Ms. Smith; expected to meet within five years of becoming subject to the policy .
- Hedging/pledging: Insider Trading Policy prohibits pledging/hedging/short sales for officers and directors .
Governance Assessment
- Board effectiveness: Smith’s long tenure (11 years) and chair role on Governance strengthen oversight of board composition, evaluation, and ESG/public policy oversight (Travel with Purpose) .
- Independence and attendance: Independent under NYSE rules; attended ≥85% of meetings in 2024; attended Annual Meeting—supportive of investor confidence .
- Director pay mix: Balanced cash ($100k retainer; $25k chair retainer) and equity ($235k DSUs; fully vested at grant). Board raised annual equity by $35k and chair retainers by $5k from the 2024 meeting to align with peers—watch for pay inflation trends, but changes were benchmarked with independent consultant .
- Ownership alignment: Beneficial ownership includes substantial DSUs; policy requires meaningful ownership (5x cash retainer), with compliance indicated; anti-hedging/pledging policy in place .
- Related-party and interlocks: No compensation committee interlocks reported; robust related-person transaction review by Audit Committee; no related-person transactions disclosed involving directors—low conflict risk .
- Shareholder signals: 2024 Say-on-Pay approved by ~92% of votes cast, indicating broad support for compensation governance; board also proposed reducing supermajority provisions for by-law amendments—shareholder-friendly governance posture .
- Perquisites: Directors eligible for travel perquisite; Ms. Smith reported no “All Other Compensation” for 2024 (perqs under $10,000 excluded), limiting optics of excessive perqs; retiree perq eligibility exists for directors with ≥7 years’ service and would apply upon retirement (30 nights, $20,000 cap) .
- RED FLAGS: None disclosed for Ms. Smith on independence, attendance, related-party transactions, pledging/hedging, or say-on-pay. Monitor ongoing board pay benchmarking and retiree perquisite optics, but current disclosures do not indicate material governance concerns .