Marnie H. Wilking
ROBERT HALFAbout Marnie H. Wilking
Independent director at Robert Half Inc. (RHI) since 2022; age 55. Wilking is a seasoned cybersecurity leader serving as Chief Security Officer at Booking.com (Nasdaq: BKNG) since April 2024 (joined as CISO in December 2022). Prior roles include Global Head of Cybersecurity, Privacy and IT Risk Management at Wayfair (2019–2022) and CISO at Orion Health (2016–2019). Recognized among CISOs Connect Top 100 (2021, 2022) and The Software Report’s Top 25 Women Leaders in Cybersecurity (2021) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wayfair, Inc. (NYSE: W) | Global Head of Cybersecurity, Privacy and IT Risk Management | Apr 2019 – Oct 2022 | Led enterprise cyber/privacy/IT risk programs |
| Orion Health Group, Ltd. | Chief Information Security Officer | 2016 – Mar 2019 | Enterprise healthcare software cybersecurity leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Booking.com (Nasdaq: BKNG) | Chief Security Officer | Apr 2024 – Present | Joined as CISO in Dec 2022; elevated to CSO Apr 2024 |
| Booking.com (Nasdaq: BKNG) | Chief Information Security Officer | Dec 2022 – Apr 2024 | Oversaw cybersecurity and privacy |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director; Board affirms Wilking meets NYSE independence standards; all Audit, Compensation, and Nominating committees are 100% independent . |
| Committee assignments | Audit Committee (member); Nominating & Governance Committee (member) . |
| Committee chair roles | None disclosed for Wilking . |
| Board/committee activity (2024) | Board met 5x; Audit 5x; Compensation 5x; Nominating & Governance 2x; Executive 0x . |
| Attendance | All directors attended ≥75% of meetings; average director attendance exceeded 98%; all then‑serving directors attended the 2024 annual meeting . |
| Executive sessions | Independent directors meet in executive session at least quarterly . |
| Overboarding policy | Limit: directors may serve on no more than three public company boards without N&G approval . |
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash fees (Wilking) | $52,396 | Actual cash paid in 2024. |
| Equity grant (grant date fair value) | $279,588 | 3,929 restricted shares granted 5/15/2024 at $71.16 per share . |
| All other compensation | $0 | — |
Fee policy for non‑employee directors: $40,000 annual Board retainer; $1,500 per Board meeting; $3,000 annual per committee membership; +$15,000 annual for each committee chair (if applicable) .
Performance Compensation (Director)
Directors receive time‑based restricted stock; no performance metrics (RSUs vest over time). 2024 award details:
| Equity Award | Grant Date | Shares | Grant Date FV | Vesting Schedule |
|---|---|---|---|---|
| Restricted Shares (RSUs) | May 15, 2024 | 3,929 | $279,588 | 25% on each of May 31, 2025/2026/2027/2028; accelerated upon retirement (subject to conditions), death, disability, or CIC . |
No director stock options; the plan prohibits repricing/repurchasing underwater awards without shareholder approval. Hedging and pledging of company stock are prohibited for directors, officers, and employees .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Public Boards: 1 total including Robert Half; no other public company directorships disclosed beyond RHI (footnote clarifies Public Boards count includes RHI) . |
| Private/Non‑profit boards | Not disclosed in proxy for Wilking . |
| Potential interlocks/conflicts | None disclosed for Wilking; N&G oversees related party transactions; 2024 related transactions involved other directors (National Urban League donation; HundredX contract) and were below NYSE thresholds; none involve Wilking . |
Expertise & Qualifications
- Deep cybersecurity and privacy leadership; aligns with Audit Committee’s remit to oversee strategic, operational, compliance, and cybersecurity/AI risks and whistleblower procedures .
- Industry recognition: C100 Top 100 CISO (2021, 2022); Top 25 Women Leaders in Cybersecurity (2021) .
Equity Ownership
| Holder | Beneficial Ownership (shares) | Percent of Outstanding | Notes |
|---|---|---|---|
| Marnie H. Wilking | 8,085 | — | Includes 7,046 restricted shares acquired under company plans; sole voting power but disposition restricted per plan terms . |
| Shares outstanding (record date) | 102,005,651 | — | Shares outstanding as of Mar 24, 2025 (record date) . |
Ownership alignment:
- Director ownership guideline: 6x annual cash board retainer; as of Dec 31, 2024, each director exceeded the minimum and is in compliance .
- Hedging/pledging: prohibited for directors, officers, and employees, supporting alignment and reducing risk of forced sales .
Governance Assessment
-
Strengths
- Independent director with scarce, high‑relevance cyber risk expertise; her skills directly map to Audit oversight of cyber/AI/privacy risks .
- Active committee service (Audit; N&G) with robust committee cadence (Audit 5x; N&G 2x in 2024) .
- Strong alignment practices: RSU‑based director pay with multi‑year vesting; stringent anti‑hedging/pledging policy; high ownership guideline (6x retainer) fully met across the board .
- Board process quality: executive sessions at least quarterly; average attendance >98% in 2024; majority‑independent board and fully independent key committees .
-
Watch items
- External executive role (CSO at Booking.com) raises typical bandwidth/conflict considerations; however, RHI enforces overboarding limits (≤3 public boards without approval) and discloses related‑party reviews; no Wilking‑related transactions disclosed .
- Not designated as an “audit committee financial expert” (designation held by Richman and Barsten), though her cyber specialty is complementary to Audit oversight .
-
RED FLAGS
- None disclosed specific to Wilking: no related‑party transactions, no pledging/hedging, no attendance issues reported .
Appendix: Director Compensation Structure Reference
- Board cash retainer $40,000; meeting fee $1,500 per Board meeting; $3,000 per committee membership; $15,000 per committee chair; equity grants in restricted shares with multi‑year vesting; no changes to 2024 program .
- 2024 director compensation (Wilking): $52,396 cash; $279,588 equity; total $331,984 .
- 2024 director equity grant: 3,929 restricted shares on 5/15/2024 at $71.16; vest 25% annually 2025–2028; accelerated on certain events .