Jonathan D. Gray
Hilton Worldwide HoldingsAbout Jonathan D. Gray
Jonathan D. Gray, 55, is Hilton’s Non‑Executive Chair and has served on the Board since 2007 (17 years of service). He is President and Chief Operating Officer of Blackstone Inc., sits on Blackstone’s board, and previously led Blackstone Real Estate globally; he holds a B.S. in Economics (Wharton) and a B.A. in English (Penn), magna cum laude, Phi Beta Kappa, and is known for deep real estate and hospitality investing expertise. He co-founded the Basser Research Center and NYC Kids RISE through philanthropy with his wife, Mindy Gray.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blackstone Inc. | President & COO; Director | Director since Feb 2012; President & COO current | Senior management committee; previously Global Head of Real Estate shaping strategy and capital deployment |
| Blackstone Real Estate | Global Head of Real Estate | Jan 2012–Feb 2018 | Led global real estate investing, portfolio strategy |
| Blackstone Real Estate | Senior Managing Director & Co‑Head | Jan 2005–Dec 2011 | Co-led real estate platform expansion |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Blackstone Inc. | Director | Since Feb 2012 | Current public company board |
| XRG | Board Member | Current | Private company/non‑profit role (as disclosed) |
| Harlem Village Academies | Board Member | Current | Non‑profit education governance |
| Corebridge Financial | Director | Prior | Former public company board |
| Invitation Homes Inc. | Director | Prior | Former public company board; sector overlap with real estate |
| Brixmor Property Group | Director | Prior | Former public company board; retail real estate |
| La Quinta Holdings Inc. | Director | Prior | Former public company board; lodging competitor exposure |
| Nevada Property 1 LLC (The Cosmopolitan of Las Vegas) | Board Member | Prior | Significant hospitality asset oversight |
Board Governance
- Role: Non‑Executive Chair; CEO and Chair roles are separated, with Douglas M. Steenland serving as Lead Independent Director. Responsibilities of the Lead Independent Director include agenda input, executive sessions, board evaluations, and stockholder communications oversight.
- Independence: The Board affirmatively determined multiple directors as independent; Jonathan D. Gray is not listed among independent directors and is therefore not deemed independent.
- Committee Assignments: Standing committees are fully independent. Chairs: Audit (Charlene T. Begley), Compensation (Judith A. McHale; Melanie L. Healey to assume chair), Governance (Elizabeth A. Smith). Gray is not listed as a member of any standing committee.
- Attendance/Engagement: In 2024, each director nominee attended at least 85% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting. Executive sessions of independent directors are held regularly, with at least one private session excluding management annually.
- Evaluations: Annual board and committee self‑evaluations include written questionnaires and one‑on‑one discussions with the Lead Independent Director.
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual Cash Retainer (Board) | $100,000 | Paid semi‑annually in arrears |
| Annual Equity Award (DSUs) | $235,000 | Grants in DSUs; fully vested at grant; settlement upon termination or 2‑year election; accrues dividend equivalents as additional DSUs |
| Committee Chair Retainers | Audit $35,000; Comp $30,000; Gov $25,000 | Member retainers: Audit $15,000; Comp $10,000; Gov $10,000 |
| Lead Independent Director Retainer | $75,000 | Applied to Lead Independent Director (Steenland) |
| Travel Perquisite Program | Company‑paid rooms/food/beverage at Hilton properties; retiree benefit: up to 30 nights annually (currently $20,000 cap) for directors retiring with ≥7 years of service | Directors/families eligible; program may be amended or discontinued |
| Director | Cash Fees (2024) | Stock Awards (2024) | All Other Comp (2024) | Total (2024) |
|---|---|---|---|---|
| Jonathan D. Gray | $100,000 | $234,846 | — | $334,846 |
- Director Stock Ownership Policy: Non‑employee directors must hold 5× annual cash retainer; all non‑employee directors other than the newest nominee currently satisfy this requirement (based on stock and fully vested DSUs). Required compliance within 5 years of joining policy.
Performance Compensation
- Directors: No performance‑conditioned director equity; DSUs are time‑vested and settle upon termination (or after 2 years if elected), with dividend equivalents accruing in DSUs.
- Company performance framework (NEO PSUs, indicative of governance rigor):
| PSU Metric | Weight | Performance Period | Rationale |
|---|---|---|---|
| Adjusted EBITDA | 25% | Final‑year (FY2026) | Core financial performance, used by investors/analysts |
| Free Cash Flow per Share | 25% | Final‑year (FY2026) | Cash generation and capital return capacity |
| Net Unit Growth CAGR | 25% | 3‑year (2024–2026) | Strategic footprint expansion in fee‑based model |
| RevPAR Index Growth | 25% | Final‑year (FY2026) | Relative outperformance vs competitive sets |
- Recent PSU Payout (2019–2022 grant certified Feb 2025): 153% of target, reflecting strong financials (Adjusted EBITDA +11%, system‑wide RevPAR growth +2.7% YoY).
Other Directorships & Interlocks
- Current public company board: Blackstone Inc. (Gray is President & COO and director). Potential perceived conflict mitigated by Hilton’s removal of legacy Blackstone‑specific provisions and Blackstone’s full divestiture of Hilton in 2018 (Clean‑Up Amendments proposed to delete provisions tied to Blackstone’s former ownership).
- Prior hospitality/lodging boards: La Quinta Holdings Inc.; Nevada Property 1 LLC (The Cosmopolitan of Las Vegas). These indicate sector expertise but also historical competitive proximity.
Expertise & Qualifications
- Core skills: Substantial real estate investing and financial background; in‑depth knowledge of real estate and hospitality industries.
- Education: B.S. Economics (Wharton), B.A. English (Penn), magna cum laude; Phi Beta Kappa.
Equity Ownership
| Holder | Beneficial Shares | % Outstanding | Components/Notes |
|---|---|---|---|
| Jonathan D. Gray | 739,159 | <1% | Includes 731,666 shares held by The Gray Foundation over which Mr. Gray may be deemed to have voting/investment power; he has no economic interest in those shares; includes 7,493 fully vested DSUs and dividend equivalents settling at termination/change in control |
| Shares Outstanding (Record Date) | 239,614,015 | — | As of March 21, 2025 (Annual Meeting record date) |
- Vested vs unvested: Director DSUs are fully vested at grant; settlement as noted above.
- Pledging/Hedging: Company policy prohibits pledging, hedging, short sales, and derivative transactions in Company stock.
- Ownership Guidelines: Directors required to hold 5× cash retainer; compliance confirmed for all non‑employee directors except the newest nominee.
Governance Assessment
- Positives
- Separation of Chair/CEO and strong Lead Independent Director role; committees fully independent with defined charters; robust risk oversight and regular executive sessions.
- Formal annual board and committee self‑evaluations with one‑on‑one director discussions led by the Lead Independent Director.
- Strong compensation governance: independent consultant (Exequity) engaged; double‑trigger change‑in‑control vesting; robust clawback updated per SEC/NYSE; no tax gross‑ups; prohibitions on repricing and pre‑vesting dividend payments.
- Shareholder rights enhancements proposed: elimination of supermajority requirement for by‑law amendments.
- Say‑on‑Pay support of ~92% in 2024, and proactive engagement with holders of >57% of outstanding shares.
- Risks/Red Flags
- Non‑independent Chair: Mr. Gray is not deemed independent under Board determinations, which may raise concerns about board independence at the chair level.
- Travel perquisites and retiree benefits for directors can be perceived as shareholder‑unfriendly; while permitted, Mr. Gray had no “All Other Compensation” in 2024.
- Economic alignment nuance: The majority of Mr. Gray’s reported beneficial ownership is via The Gray Foundation, in which he has no economic interest, potentially reducing direct “skin‑in‑the‑game”; personal DSUs are fully vested but settle upon termination.
- Proposed officer exculpation amendment reduces exposure to direct monetary liability for certain officers (consistent with DGCL changes), which some governance observers may view as lowering accountability; offset by scope limits (no coverage for loyalty breaches, bad faith, etc.).
Overall: Board processes and independent committees support effectiveness; however, the presence of a non‑independent Chair and director perquisites warrant monitoring. Blackstone‑related legacy provisions are being removed and Blackstone fully divested in 2018, reducing related‑party exposure.