Rachna Bhasin
About Rachna Bhasin
Independent director of Ryman Hospitality Properties since 2016; age 52. Founder/CEO of EQ Partners (since January 2019). Current RHP roles: Chair of the Risk Committee and member of the Nominating & Corporate Governance (NCG) Committee. Current public board: Shutterstock, Inc.; prior public board: PropertyGuru Group Limited (Aug 2021–Dec 2024). Education not disclosed.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EQ Partners | Founder/CEO | Jan 2019–present | Advises technology/media; informs RHP tech/media strategy |
| Magic Leap, Inc. | Chief Business Officer | Oct 2015–Jan 2019 | Digital tech commercialization; partnership expertise |
| SiriusXM Radio | SVP Corporate Strategy & Business Development | 2010–2015 | Media growth strategy and deals |
| Dell, Inc. | GM, Strategic Partnerships & Personalization | 2007–2010 | Data-driven personalization; platform partnerships |
| EMI Music North America | VP, Business Development | 2004–2007 | Media distribution and alliances |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Shutterstock, Inc. | Independent Director | Aug 2019–present | Committee roles not disclosed |
| PropertyGuru Group Limited | Independent Director | Aug 2021–Dec 2024 | Resigned Dec 2024 |
Board Governance
- Committee assignments: Risk Committee Chair; NCG Committee member .
- Independence: Affirmatively determined independent (only Reed and Fioravanti are non-independent) .
- Attendance: Board met 5 times in 2024; all incumbents (including independent directors) had at least 75% attendance at Board and committee meetings .
- Risk Committee remit: Oversees enterprise risk management; cybersecurity; ESG; risk-related capital allocation and growth strategies; met 2 times in 2024 .
- NCG remit: Director selection; governance policy oversight; board/committee evaluations; met 5 times in 2024 .
- Lead Independent Director: Michael Roth; executive sessions of independent directors held at each regularly scheduled Board meeting .
Fixed Compensation
| Item | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer (independent directors) | 80,000 | Paid quarterly; increased by $15,000 vs. 2023 |
| Risk Committee Chair fee | 20,000 | New fee established with Risk Committee |
| Risk Committee member fee | 10,000 | Applies to members |
| NCG Committee member fee | 7,500 | Applies to members |
| Director | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Rachna Bhasin | 89,375 | 119,958 | 209,333 |
Performance Compensation
| Equity Award Type | Grant Date | Grant Value/Units | Vesting | Metrics |
|---|---|---|---|---|
| Annual RSUs (non-employee directors) | May 9, 2024 | 1,152 RSUs; $119,958 grant-date FV | 100% vest on 1st anniversary; dividends credited in additional RSUs until settlement | None (time-based; no performance conditions) |
RHP’s director equity grants are time-based RSUs; no options or performance-linked director equity are disclosed for non-employee directors .
Other Directorships & Interlocks
| Company | Relationship to RHP | Interlock/Transaction |
|---|---|---|
| Shutterstock, Inc. | External public board | No RHP related-party transaction disclosed |
| PropertyGuru Group Limited | Former external public board (ended Dec 2024) | None disclosed |
- Related-party transactions review: Only transactions noted involved a fractional aircraft purchase with Haslam and an entity affiliated with Reed; Board concluded independence not impaired. No transactions involving Bhasin were disclosed .
Expertise & Qualifications
- Media & Entertainment/Technology industry experience (aligned to RHP Entertainment segment) .
- Other public company board service; organizational leadership; financial literacy; strategic planning; human capital; operational experience; enterprise risk management (per Board matrix) .
- Biography highlights deep tech/media partnerships and corporate strategy roles that support risk and growth oversight .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 8,514; includes 1,187 shares issuable upon RSU vesting before May 25, 2025 |
| Ownership as % of outstanding | Less than 1% |
| RSUs held (as of Dec 31, 2024) | 1,175 (includes annual grant and dividend equivalents) |
| Director stock ownership guideline | 6,000 shares (5-year compliance window) |
| Compliance status (Jan 31, 2025) | Met: 8,514 shares owned vs. 6,000 required |
| Hedging/pledging | Hedging prohibited; significant pledging requires approval. As of Jan 31, 2025, no director exceeded pledging limits |
Governance Assessment
- Board effectiveness: As Risk Committee Chair and NCG member, Bhasin is positioned at the core of risk oversight, cybersecurity, ESG, and board refreshment—key governance levers that influence investor confidence. Committee cadence (Risk: 2; NCG: 5 in 2024) suggests active oversight .
- Independence and attendance: Independent status and satisfactory attendance support governance quality and reliability of oversight .
- Alignment: Holds >6,000-share guideline; RSU-based compensation aligns with long-term shareholder value without performance gaming; hedging/pledging restrictions further strengthen alignment .
- Compensation structure: Director pay mix remains balanced—$80k cash retainer plus $120k annual RSUs; incremental committee fees are modest. No options, pensions, or tax gross-ups for directors are disclosed; equity is time-based (lower risk of misaligned incentives) .
- Conflicts/related party exposure: None disclosed for Bhasin; Board’s independence review found no transactions compromising independence (broader related-party item involved Haslam and an entity affiliated with Reed) .
- Shareholder sentiment: Say-on-Pay support of ~94.7% in 2024 indicates a constructive pay governance environment, indirectly supportive of board oversight credibility .
RED FLAGS
- None disclosed specific to Bhasin: no related-party transactions, no excessive board commitments noted, no hedging/pledging breaches, and attendance thresholds satisfied .
Additional Governance Context
- Executive sessions of independent directors at each Board meeting and an active Lead Independent Director (Michael Roth) underpin independent oversight .
- Stockholder outreach emphasized governance, climate-related risks, and executive compensation, reinforcing board engagement with investors .