Melanie L. Healey
Hilton Worldwide HoldingsAbout Melanie L. Healey
Melanie L. Healey, 63, has served as an independent director of Hilton since 2017. She is a former Group President of The Procter & Gamble Company (2007–2015) and brings 30+ years of strategic, branding and operating experience across leading consumer goods companies, including Procter & Gamble, Johnson & Johnson and S.C. Johnson & Sons; she currently serves as a director of PPG Industries, Inc. and Kenvue Inc., and previously served as a director of Target Corporation and Verizon Communications Inc. The Board’s skills matrix notes her years on Hilton’s Board as 7, underscoring established tenure and familiarity with Hilton’s strategy and governance practices.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Procter & Gamble Company | Group President; advisor to Chairman & CEO; Group President, North America; Group President, Global Health, Feminine & Adult Care Sector | 2007–2015 (Group President) | Led major consumer categories; global leadership in brand/strategy/operations |
| Johnson & Johnson | Senior leadership roles | Not disclosed | Consumer/health experience |
| S.C. Johnson & Sons | Senior leadership roles | Not disclosed | Consumer goods operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PPG Industries, Inc. | Director | Not disclosed | Not disclosed |
| Kenvue Inc. | Director | Not disclosed | Not disclosed |
| Target Corporation | Former Director | Not disclosed | Not disclosed |
| Verizon Communications Inc. | Former Director | Not disclosed | Not disclosed |
Board Governance
- Committee assignments: Member, Compensation Committee; will assume the role of Chair of the Compensation Committee upon Ms. McHale’s retirement at the 2025 Annual Meeting.
- Independence: Board affirmatively determined Ms. Healey is independent under NYSE standards and Hilton’s Corporate Governance Guidelines; all Board committees are fully independent.
- Attendance and engagement: In 2024, each director nominee attended at least 85% of Board and committee meetings on which they served; all directors attended the 2024 Annual Meeting of Stockholders.
- Compensation Committee governance: All members are independent; the Committee engages Exequity LLP as its independent consultant (no conflicts), oversees CEO and executive compensation, risk evaluation for compensation programs, succession planning coordination, clawback compliance, and issuance of the CD&A report.
| Governance Metric | 2024 | Notes |
|---|---|---|
| Board meetings held | 5 | Regular executive sessions of independent directors; lead independent director presides. |
| Audit Committee meetings | 7 | Cybersecurity oversight with at least quarterly CIO/CISO reports; no material breaches over last three years. |
| Compensation Committee meetings | 4 | Healey member; slated Chair post-Annual Meeting. |
| Governance Committee meetings | 4 | Oversight of board organization, membership, ESG and corporate responsibility programs. |
| Director attendance rate | ≥85% | All directors attended 2024 Annual Meeting. |
Fixed Compensation
| Pay Element | Amount | 2024 Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard for non-employee directors. |
| Compensation Committee member retainer | $10,000 | Member retainer; Chair retainer is $30,000 (McHale was Chair in 2024). |
| Total cash fees (Healey) | $110,000 | Fees earned or paid in cash. |
| All Other Compensation (Healey) | $44,121 | Personal travel perquisite at Company-branded hotels (rooms, taxes, parking, F&B, on-site services). |
- Program changes: Beginning with the 2024 Annual Meeting, annual director equity award increased by $35,000 and all committee chair retainers by $5,000 to align with peers.
- Director travel perquisite: Non-employee directors eligible for personal travel benefits; retiree travel benefits for directors with ≥7 years of service include up to 30 nights annually (currently capped at $20,000), concierge services, Team Member discount, and lifetime Diamond status; benefit may be amended/discontinued.
Performance Compensation
| Instrument | Grant Date | Units/Shares | Grant Date Fair Value | Vesting | Settlement | Dividend Equivalents |
|---|---|---|---|---|---|---|
| DSUs (annual grant) | May 15, 2024 | 1,148 | $234,846 | Fully vested at grant | 2015–2022 DSUs settle upon termination; from 2023, settle at termination unless elected to settle two-year anniversary; immediate settlement upon change in control | Accrue as additional DSUs equal to dividend FMV; paid at settlement |
- Directors do not have performance-conditioned equity; DSUs are time-based and intended to align director interests with shareholders.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | PPG Industries, Inc.; Kenvue Inc. |
| Prior public company boards | Target Corporation; Verizon Communications Inc. |
| Compensation Committee interlocks | None in 2024; Committee members (Healey, McHale, Steenland) were not officers; no reciprocal director/comp committee overlaps with other entities. |
Expertise & Qualifications
- Extensive business and management experience leading large-scale consumer businesses; deep branding, strategy and operating credentials from P&G and other consumer companies.
- Public company board experience across multiple large-cap issuers (PPG, Kenvue; prior Target, Verizon).
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Shares Outstanding | Notable Components |
|---|---|---|---|
| Melanie L. Healey | 14,963 | <1% | Includes 12,963 fully vested DSUs and dividend equivalents settling upon termination or change in control. |
- Shares outstanding at record date (Mar 21, 2025): 239,614,015.
- Director stock ownership guidelines: 5x regular annual cash retainer ($500,000); all non-employee directors (except newest nominee) satisfy the requirement based on common stock and fully vested DSUs.
Governance Assessment
- Board effectiveness: Healey’s elevation to Compensation Committee Chair indicates confidence in her oversight of executive pay, risk, and shareholder alignment; Committee independence and use of an independent consultant (Exequity) with no conflicts strengthen governance.
- Independence and engagement: Affirmed independent; attendance ≥85% in 2024 supports engagement; regular executive sessions and robust board evaluation cadence provide additional oversight rigor.
- Alignment: Annual DSU grants and stringent stock ownership guidelines for directors (met by Healey) align interests; prohibitions on pledging/hedging further protect alignment and reduce risk.
- Potential conflicts: No Compensation Committee interlocks; no identified related-party transactions; travel perquisites are disclosed and quantified (Healey: $44,121), with defined caps for retiree benefits—watch for optics but program is transparent and comparable to industry practices.
- RED FLAGS: None material disclosed related to pledging/hedging (prohibited), option repricing (prohibited), tax gross-ups (none), or say-on-pay concerns disclosed; attendance is not 100% (≥85%), which is acceptable but investors often prefer near-perfect attendance.