Stephen I. Sadove
About Stephen I. Sadove
Stephen I. Sadove is Park Hotels & Resorts’ Lead Independent Director and an independent director since January 2017. He is 73, holds an MBA with Distinction from Harvard Business School and a BA in Government from Hamilton College, and brings deep operating experience as former Chairman and CEO of Saks Inc., plus senior leadership roles at Bristol-Myers Squibb’s beauty businesses .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Park Hotels & Resorts (PK) | Lead Independent Director; Director | Lead Independent Director since Apr 2022 (re-elected Apr 2024); Director since Jan 2017 | Currently member: Compensation & Human Capital; Nominating, Governance & Corporate Responsibility; historic roles include Compensation Committee Chair and Audit Committee member |
| Saks Incorporated | Chairman & CEO | 2007–2013 | Led a national retailer through strategic and operational initiatives |
| Bristol-Myers Squibb | President, Clairol; President, Worldwide Beauty Care; SVP & President, Worldwide Beauty Care | 1991–2001 | Global P&L and brand leadership in consumer beauty |
| JW Levin Management Partners | Founding Partner | Since 2015 | Private management and investment firm; strategic advisory |
| Stephen Sadove & Associates | Principal | Since 2014 | Retail consulting |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| Aramark (NYSE: ARMK) | Director; Non-Executive Chairman | Current |
| Movado Group (NYSE: MOV) | Director | Current |
| Waterloo Sparkling Water (Private) | Non-Executive Chairman | Current (private company) |
| Colgate-Palmolive (NYSE: CL) | Director; prior Lead Director | Served until May 2024 |
| J.C. Penney (NYSE: JCP) | Director | Prior; until May 2016 |
| Ruby Tuesday (NYSE: RT) | Director | Prior; until Dec 2017 |
Board Governance
- Independence: Classified as independent; Compensation and Governance Committees are composed entirely of independent directors .
- Committee assignments: Member, Compensation & Human Capital Committee; Member, Nominating, Governance & Corporate Responsibility Committee; former Compensation Committee Chair; former Audit Committee member .
- Lead Independent Director responsibilities: Approves Board agendas and information flow, presides over independent director executive sessions, liaises with Chair, and is available for stockholder communication; elected annually by independent directors (elected Apr 2024) .
- Attendance and engagement: In 2024, Board met 8 times; Committees met 4 (Audit), 7 (Compensation), 2 (Governance). Each director attended at least 75% of Board and committee meetings and all nine attended the 2024 annual meeting in person . In 2023, Board met 7 times; each director attended ≥75% and all nine attended the annual meeting .
- Compensation Committee governance: Committee independence confirmed; retains outside consultants; conducts annual compensation risk reviews and issues a formal Committee Report .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer (Director) | $80,000 | Paid quarterly; directors may elect to receive cash fees in fully vested shares of equivalent value . |
| Lead Independent Director Premium | $35,000 | Annual additional cash compensation . |
| Audit Committee Chair | $25,000 | Annual additional cash compensation . |
| Audit Committee Member | $7,500 | Annual additional cash compensation . |
| Compensation Committee Chair | $20,000 | Annual additional cash compensation . |
| Compensation Committee Member | $7,500 | Annual additional cash compensation . |
| Governance Committee Chair | $20,000 | Annual additional cash compensation . |
| Governance Committee Member | $7,500 | Annual additional cash compensation . |
- Program stability: Board disclosure states director compensation levels have not been increased or otherwise changed since 2018 .
Performance Compensation
| Equity Component | Value | Grant Date | Vesting | Features |
|---|---|---|---|---|
| Annual Restricted Stock (non-employee directors) | $140,000 | Historical program level since 2018–2022 | Generally vests on date of next annual meeting | Directors receive dividends on restricted stock; next annual grants occur around annual meeting each year . |
| 2024 Annual Grant (cycle) | Not separately stated (equity award granted) | Apr 19, 2024 | Vests on Apr 25, 2025 | Equity grants aligned to annual meeting cycle; pro-rata grant example disclosed for a newly appointed director in Jan 2024 . |
- Equity form and metrics: Director equity is time-vested restricted stock (no performance metrics); directors may elect to receive cash fees in stock; dividends paid on RS consistent with common dividend timing .
Other Directorships & Interlocks
| Company | Overlap/Interlock Considerations |
|---|---|
| Aramark | As a major food services operator, Aramark could be an indirect vendor to hotels; PK discloses that all related party transactions require Governance Committee review and approval, with directors recusing themselves; no Aramark-related transactions are disclosed for PK . |
| Movado Group | No PK-related party transactions disclosed . |
| Waterloo Sparkling Water (Private) | No PK-related party transactions disclosed . |
| Colgate-Palmolive (ended May 2024) | Prior role; no PK-related transactions disclosed . |
Expertise & Qualifications
- Retail CEO and public company leadership (Saks), consumer products leadership (Bristol-Myers Squibb beauty businesses), and board governance experience across multiple public boards .
- Strategic and human capital oversight via Compensation Committee service; governance and related-party oversight via Governance Committee service .
- Education: MBA (Harvard Business School); BA in Government (Hamilton College); life trustee of Hamilton College .
Equity Ownership
| Holder | Shares | Ownership % | Notes |
|---|---|---|---|
| Stephen I. Sadove (beneficial, 2024 table) | 92,837 | <1% | As of Feb 23, 2024; includes direct and indirect holdings per SEC rules . |
| Sadove Family Delaware Dynasty Trust | 20,000 | n/a | Indirect; pecuniary interest disclosed . |
| Steven I. Sadove Revocable Trust | 23,816 | n/a | Indirect; trustee and beneficiary . |
- Stock ownership guidelines: Directors must own shares equal to 5x the annual cash retainer (i.e., $80,000 × 5 = $400,000 measured by average closing price methodology); as of Jan 2, 2025, each independent director satisfied or was on track to meet the requirement within the requisite period .
- Pledging/Hedging: Not disclosed; PK’s Code of Conduct and governance policies emphasize conflicts management; related party transactions overseen by Governance Committee with director recusal .
Governance Assessment
- Board effectiveness: Sadove provides strong independent leadership as Lead Independent Director with agenda-setting authority, executive session leadership, and stockholder access, enhancing oversight and independence . His current committee roles span compensation and governance with fully independent composition, and the Compensation Committee actively uses external advisors and conducts formal risk reviews, supporting robust pay oversight .
- Attendance and engagement: Board and committee cadence is high, with each director meeting minimum attendance thresholds and full annual meeting participation in 2024, indicating engagement; Compensation Committee reported 97% attendance and 7 meetings in 2024, underscoring workload and involvement .
- Alignment and incentives: Director pay structure mixes cash retainers with time-vested restricted stock and requires significant stock ownership (5x retainer), with long-standing program stability since 2018, aligning directors with shareholder value while avoiding performance-linked metrics that could bias oversight .
- Conflicts and related-party controls: PK maintains a stringent Related Person Transaction Policy; Governance Committee reviews all related party matters; director recusal is mandated. No related-party transactions involving Sadove’s external roles are disclosed, reducing perceived conflict risk .
- Red flags and watchpoints:
- Potential interlock watchpoint: Aramark’s industry adjacency to hotels could present vendor overlap; no PK transactions are disclosed, but investors should monitor future disclosures and committee oversight for any related interactions .
- Tax gross-ups: PK explicitly does not provide tax gross-ups for director travel benefits, reflecting shareholder-friendly practice .
- Program changes: 2025 proxy proposes to amend and restate the 2017 Stock Plan for Non-Employee Directors to increase shares available and extend the term 10 years; monitor dilution and governance implications .
Compensation Committee Analysis (context for board governance)
- Members (2024): Thomas D. Eckert (Chair), Geoffrey M. Garrett, Christie B. Kelly, Timothy J. Naughton, Stephen I. Sadove. Attendance 97%; 7 meetings; 4 executive sessions. Committee independence affirmed; authority to retain outside consultants; non-delegable authority on executive pay .
- Risk review conclusions: Committee found risks from compensation policies not reasonably likely to have a material adverse effect; detailed safeguards include balanced pay mix, defined STIP/LTIP metrics, ownership mandates, clawback policy, and discretion to adjust STIP payouts .
Director Compensation Program Specifics
- Payment logistics: Quarterly cash payments; optional share election; annual restricted stock grants vest at next annual meeting; dividends on RS mirror common dividends .
- Ownership compliance: Each independent director in compliance or on track as of Jan 2025 .
Attendance Summary (Board and Committees)
| Year | Board Meetings | Audit | Compensation | Governance | Attendance Note |
|---|---|---|---|---|---|
| 2024 | 8 | 4 | 7 | 2 | Each director attended ≥75%; all nine directors attended annual meeting in person . |
| 2023 | 7 | 4 | 6 | 2 | Each director attended ≥75%; all nine directors attended annual meeting in person . |