Raymond E. Mabus, Jr.
Hilton Worldwide HoldingsAbout Raymond E. Mabus, Jr.
Raymond E. Mabus, Jr., 76, has served on Hilton’s Board since 2017 and is an independent director. He previously served as the 75th U.S. Secretary of the Navy (2009–2017), U.S. Ambassador to Saudi Arabia (1994–1996), Governor of Mississippi (1988–1992), and State Auditor of Mississippi (1984–1988). He is CEO of Mabus Group and vice-chair of InStride; his education includes a BA summa cum laude (University of Mississippi), MA (Johns Hopkins), and JD magna cum laude (Harvard Law School) . The Board affirms his independence under NYSE rules and Section 10A(m)(3) of the Exchange Act .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of the Navy | Secretary of the Navy | 2009–2017 | Executive leadership of naval services |
| U.S. Department of State | Ambassador to the Kingdom of Saudi Arabia | 1994–1996 | Diplomatic leadership |
| State of Mississippi | Governor | 1988–1992 | Chief executive of state government |
| State of Mississippi | Auditor | 1984–1988 | Oversight and accountability |
| Foamex International | Chairman & CEO | Not disclosed | Corporate turnaround/executive leadership |
External Roles
| Organization | Role | Status |
|---|---|---|
| Virgin Galactic Holdings (public) | Chair | Current |
| XGS Energy | Director | Current |
| InStride (public benefit company) | Vice-Chair | Current |
| World Central Kitchen (non-profit) | Director | Current |
| Environmental Defense Fund (non-profit) | Director | Current |
| National Medal of Honor Museum | Advisory Board | Current |
| Dana Incorporated (public) | Director | Prior |
| Kadem Sustainable Impact Corp. | Chair | Prior |
Board Governance
- Committee assignments: Member, Audit Committee; not a committee chair. Audit Committee chair is Charlene T. Begley .
- Independence and qualifications: Board determined Mabus is independent (NYSE/Guidelines) and independent for Section 10A(m)(3); all Audit Committee members are independent and “financially literate” .
- Attendance: In 2024, each director nominee (including Mabus) attended at least 85% of Board and applicable committee meetings; Board held 5 meetings; Audit 7; Compensation 4; Governance 4 .
- Executive sessions: Independent directors hold regular executive sessions; lead independent director (Douglas M. Steenland) presides; CEO and Chair roles are separated .
- Audit oversight: Mabus signed the Audit Committee report recommending inclusion of audited financials in the 2024 Form 10-K .
Fixed Compensation
| Element (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 115,000 | $100,000 annual cash retainer + $15,000 Audit Committee member fee |
| Stock Awards (DSUs) | 234,846 | Grant date fair value (ASC 718); 1,148 DSUs granted May 15, 2024 |
| All Other Compensation | 28,240 | Personal travel perquisite at Company-branded hotels |
| Total | 378,086 | Sum of components |
Hilton’s standard non-employee director compensation structure: $100,000 annual cash retainer; annual equity award of $235,000 in DSUs; committee member retainers ($15,000 Audit; $10,000 Compensation and Governance); committee chair retainers ($35,000 Audit; $30,000 Compensation; $25,000 Governance); lead independent director retainer $75,000 .
Performance Compensation
| Feature | Specifics |
|---|---|
| 2024 DSU Grant | 1,148 DSUs; grant date May 15, 2024; grant-date fair value $234,846 |
| Vesting | DSUs are fully vested at grant |
| Settlement | 2015–2022 DSUs settle upon termination; beginning in 2023, DSUs settle upon termination unless director elects settlement on the 2nd anniversary; change-in-control triggers immediate settlement |
| Dividend Equivalents | Accrue as additional DSUs, payable at settlement |
| Performance Metrics | None for director DSUs; no performance-conditioned equity for directors is disclosed |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Noted |
|---|---|---|
| Virgin Galactic Holdings (public) | Chair | No Hilton-related conflict disclosed |
| XGS Energy | Director | No Hilton-related conflict disclosed |
| InStride | Vice-Chair | No Hilton-related conflict disclosed |
| Non-profits (WCK, EDF) | Director | No conflict disclosed |
Hilton’s governance protocols include limits on the number of directorships to prevent “overboarding,” with independence reviewed annually .
Expertise & Qualifications
- Extensive government/public policy, international and diplomatic leadership; public company executive and board experience .
- Audit Committee membership with Board-confirmed financial literacy .
- Board skills matrix shows 7 years on Hilton’s Board as of 2025 .
Equity Ownership
| Item | Value |
|---|---|
| Total Beneficial Ownership (shares) | 13,460; less than 1% of shares outstanding |
| DSUs Included in Beneficial Ownership | 12,760 fully vested DSUs and dividend equivalents |
| Director Ownership Guideline | 5x annual cash retainer; all non-employee directors other than newest nominee currently satisfy (Mabus meets) |
| Hedging/Pledging Policy | Prohibits pledging, hedging, margin purchases, and short sales for officers/directors |
Governance Assessment
- Independence and committee effectiveness: Mabus is independent, sits on a fully independent Audit Committee, and is financially literate—supportive of robust oversight of financial reporting, internal controls, risk, and related-party review .
- Attendance and engagement: Attended at least 85% of meetings; Board and committee cadence suggests active oversight (Board 5, Audit 7 in 2024) .
- Compensation alignment: Director pay is standard for peers, with majority delivered as fully vested DSUs that settle upon departure—aligns interests without short-term performance gaming; cash and committee retainers match role scope .
- Ownership alignment and risk controls: Meets 5x retainer ownership guideline; prohibited from pledging/hedging, reducing alignment risks; beneficial ownership includes 12,760 DSUs .
- Compensation Committee quality: Committee uses an independent consultant (Exequity LLP), reviewed for conflicts (none), and maintains clawback policy and double-trigger CIC standards—positive governance signals .
- Shareholder sentiment: 2024 say‑on‑pay approved by ~92%, indicating broad investor support for compensation governance; not directly about director pay, but reflects governance climate .
- Conflicts/related-party transactions: No Mabus-specific related-person transactions disclosed; Hilton’s policy requires Audit Committee review and director recusal when applicable .
RED FLAGS: None disclosed specific to Mabus. Monitor external time commitments (e.g., chair role at Virgin Galactic) against Hilton’s “overboarding” limits; Board reviews independence annually to mitigate concerns .