Terri D. McClements
About Terri D. McClements
Independent director of Park Hotels & Resorts (PK) since January 2024; age 62. Former PwC partner (1997–2023) with deep experience advising Fortune 100/500 boards on organizational change, digital/cloud transformations, human capital, DE&I, and financial reporting; licensed CPA (MD, VA, DC); BS in Accounting from California University of Pennsylvania; current board roles at American Cancer Society and Inova Health System; recognized among Washingtonian’s 100 Most Powerful Women and inducted into the Washington Business Hall of Fame (Dec 2023) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers (PwC) | Partner (Senior Consulting Partner leading special projects; led DE&I) | 2020–2023 | Oversaw crisis responses (Ukraine, COVID-19) and DE&I initiatives |
| PwC | Mid-Atlantic Market Managing Partner | 2017–2020 | Oversaw ~6,000 professionals; cross-line leadership |
| PwC | Washington, D.C. Metro Market Managing Partner | 2014–2017 | Regional leadership across lines of service |
| PwC | Partner, Advisor to F100/500 boards on transformation, accounting, securities reporting | 1997–2023 | Senior partner; broad governance advisory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Cancer Society | Director | Current | Non-profit governance experience |
| Inova Health System | Director | Current | Health system governance experience |
| Public company boards | None | — | No current public company directorships |
Board Governance
- Independence: Board affirmatively determined McClements is independent under NYSE rules and PK guidelines, despite being a former PwC partner receiving retirement benefits; Board concluded relationship is not material and does not impair judgment (fees to PwC <1% of PK and PwC revenues in each of past three years, below NYSE 2% threshold; retired before appointment; no services to PK; compensation not tied to PK engagements) .
- Committee assignment: Member, Nominating, Governance & Corporate Responsibility Committee (Governance) .
- Appointment and indemnification: Appointed Jan 12, 2024; receives standard non-employee director compensation; company will enter into standard indemnification agreement; no related-party transactions under Item 404(a) at appointment .
- Board diversity: Her recruitment/nomination applied PK’s Board Diversity Policy to enhance gender and experiential diversity on the Board .
- Governance practices context: Fully independent Board committees; majority voting; proxy access; regular executive sessions; robust evaluations; director stock ownership guidelines .
Fixed Compensation
| Element | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer (Board) | $80,000 | Non-employee directors; paid quarterly; election to take cash in shares allowed |
| Lead Independent Director cash retainer | $35,000 | Additional annual cash |
| Committee member cash retainer | $7,500 per committee | Audit, Compensation & Human Capital, Governance |
| Committee chair cash retainer | Audit: $25,000; Compensation: $20,000; Governance: $20,000 | Additional annual cash |
| Cash election | Directors may elect all/portion of cash in fully vested shares | Grant date ~5 business days before payment date |
| Complimentary room nights | Provided, valued at incremental cost | Perquisite disclosed in “All Other Compensation” |
| 2024 Actual (PK fiscal year) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Terri D. McClements | 82,849 | 178,476 | — | 261,325 |
Notes:
- Cash-in-stock election resulted in 5,351 fully vested shares granted during FY2024 for McClements .
- Director compensation levels/program unchanged since 2018 .
Performance Compensation
| Equity Award Type | Grant Date | Shares | Grant Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Restricted stock (prorated) | Jan 12, 2024 | 2,407 | Included in 2024 total stock awards | Service from Jan 12, 2024 to Apr 19, 2024; typical vest at 2024 annual meeting | None; time-based vesting |
| Restricted stock (annual) | Apr 19, 2024 | 8,668 (unvested as of Dec 31, 2024) | Included in 2024 total stock awards | Service from Apr 19, 2024 to Apr 25, 2025; typical vest at 2025 annual meeting |
- PK’s director equity awards are time-vesting with no disclosed performance metrics (e.g., TSR, revenue, EBITDA) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company interlocks | None reported; no other current public boards |
| Related party exposure | Former PwC partner; PK uses PwC as outsourced internal audit provider; Board independence determination addressed and mitigated materiality and influence concerns |
| Item 404(a) transactions | None at appointment |
Expertise & Qualifications
- Accounting/financial expertise; CPA licensure (MD, VA, DC); BS Accounting .
- Extensive management and transformation leadership: digital/cloud, human capital, DE&I; crisis response leadership for Ukraine/COVID-19 .
- Board-level advisory experience to Fortune 100/500; recognition in governance/leadership circles .
Equity Ownership
| Date/Source | Title of Security | Amount Beneficially Owned | Form/Status |
|---|---|---|---|
| Jan 17, 2024 (Form 3) | Common stock | 0 | No securities beneficially owned at appointment |
| FY2024 (cash election) | Common stock (fully vested) | 5,351 shares | Shares issued in lieu of cash fees |
| Jan 12, 2024 grant | Restricted stock (prorated) | 2,407 shares | Time-based; service to Apr 19, 2024 |
| Apr 19, 2024 grant | Restricted stock (annual) | 8,668 shares (unvested as of Dec 31, 2024) | Time-based; service to Apr 25, 2025 |
Stock ownership guidelines:
- Directors required to own stock equal to 5x annual cash retainer; expected to meet within five years of being subject to the policy . “Meaningful Director Stock Ownership Guidelines” disclosed as in effect .
Hedging/pledging:
- No pledging or hedging disclosures specific to McClements identified in retrieved documents; complimentary rooms disclosed as perquisite for directors .
Insider filings:
- Form 3 filed Jan 17, 2024 with power of attorney dated Jan 11, 2024 .
Governance Assessment
- Strengths: Independent director with robust accounting and transformation expertise; moved to receive fees in stock (5,351 shares) aligning compensation with shareholders; equity grants are time-based, reinforcing retention without complex performance metric gaming; independence rigorously evaluated despite PwC affiliation with clear immateriality and separation .
- Potential concerns: Perceived conflict due to former PwC partnership given PwC’s internal audit role at PK, though the Board documented mitigants (retirement before appointment, no PK services, fees <1% of revenues; below NYSE thresholds) .
- Attendance/engagement signals: Board and committee structures active (7 full Board meetings; Audit 4; Compensation 6; Governance 2 in FY2023) and regular executive sessions; individual attendance rates for McClements not explicitly disclosed in retrieved materials .
- Compensation governance: Director program unchanged since 2018 (no escalation); mix includes cash retainers plus annual restricted stock and optional cash-in-stock election; perquisites limited to complimentary room nights with no tax gross-ups .
Board Governance
- Committee Memberships: Governance Committee (member) .
- Independence Status: Independent for Board and committee service under NYSE and PK guidelines; PwC relationship assessed and determined immaterial .
- Years of Service on PK Board: Since Jan 12, 2024 .
- Lead Independent Director: Stephen I. Sadove .
- Executive Sessions: Regular executive sessions of independent directors at Board and committee meetings .