George Herrera
About George Herrera
George Herrera, age 68, is an independent director of Travel + Leisure Co. (TNL) serving since 2006; he chairs the Corporate Governance Committee and sits on the Audit Committee. He is President & CEO of Herrera-Cristina Group, Ltd. and previously served as President & CEO of the U.S. Hispanic Chamber of Commerce; prior roles include President of David J. Burgos & Associates and Chair of the Hispanic C‑Suite Corporate Council (HC3). The Board has confirmed his independence under NYSE and SEC standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Herrera-Cristina Group, Ltd. | President & CEO | Dec 2003 – Present | Multidisciplinary management leadership; governance/management experience leveraged at TNL |
| U.S. Hispanic Chamber of Commerce | President & CEO | Aug 1998 – Jan 2004 | Government relations and stakeholder engagement experience |
| David J. Burgos & Associates, Inc. | President | Dec 1979 – Jul 1998 | Management leadership |
| Hispanic C‑Suite Corporate Council (HC3) | Chair, Board of Directors | Not disclosed | External leadership role |
| Cendant Corporation | Director (former public co. directorship) | Not disclosed | Legacy board experience relevant to TNL |
External Roles
| Organization | Capacity | Notes |
|---|---|---|
| Herrera-Cristina Group, Ltd. | President & CEO | Ongoing role since 2003 |
| Hispanic C‑Suite Corporate Council (HC3) | Chair, Board of Directors | External leadership; governance exposure |
Board Governance
- Committees and roles: Chair, Corporate Governance Committee; Member, Audit Committee.
- Committee activity: Audit Committee held 12 meetings in 2024; Corporate Governance Committee held 4 meetings in 2024.
- Independence: Board affirmatively determined Herrera is independent; all members of the Audit, Compensation and Corporate Governance Committees are independent.
- Attendance: Board met 4 times in 2024; each director attended all Board meetings and 100% of their committee meetings; all directors attended the 2024 annual meeting.
- Executive sessions: Non‑management and independent directors meet regularly in executive session (chaired by Lead Director).
- Governance remit of Corporate Governance Committee (which Herrera chairs): director nominations, board evaluation and effectiveness, independence/conflict oversight, and oversight of corporate responsibility and director compensation.
- Related parties oversight: Audit Committee pre‑approves related‑person transactions >$120,000; no independent directors (including Herrera) had related‑party relationships in the past year.
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Paid in Cash | $132,568 | Director retainer and committee fees (mix election impacts cash vs equity) |
| Stock Awards (grant‑date fair value) | $257,434 | Includes $125,000 RSUs granted Mar 13, 2024 (100% vest after 1 year) plus equity portion of retainers/DSUs |
| All Other Compensation | $61,028 | Includes $57,000 charitable match and 500,000 Wyndham Rewards Points ($4,028) |
| Total | $451,030 | Sum of components |
Director fee schedule (program details):
- Annual retainer: Director $210,000; Lead Director $265,000; Non‑Executive Chair $320,000. At least 50% must be taken in TNL equity; directors can defer cash/equity into DSUs.
- Committee fees: Audit Chair $45,000; Audit Member $25,000; Compensation Chair $35,000; Compensation Member $20,000; Corporate Governance Chair $30,000; Corporate Governance Member $17,500; Executive Committee Member $20,000.
- Annual director equity grant: $125,000 in time‑vesting RSUs (2024 grant on Mar 13, 2024; 1‑year vest). Beginning 2025, annual equity grant vests immediately.
- Charitable match: $3‑for‑$1 up to $75,000/yr; Wyndham Rewards Points policy up to 500,000 points (~$4,028 value).
Performance Compensation (Board‑approved executive plan metrics)
Directors at TNL do not receive performance‑based pay; however, as Corporate Governance Chair, Herrera oversees executive incentive structures and pay‑for‑performance alignment.
2024 Annual Incentive Plan – corporate and business unit metrics and payouts
| Metric Component | Performance vs Target | Payout as % of Target |
|---|---|---|
| Travel + Leisure Co. Adjusted EBITDA (Corporate) | 100.8% | 108% |
| Wyndham Destinations North America Adjusted EBITDA | 101.8% | 120% |
| Travel and Membership Adjusted EBITDA | 99.3% | 92% |
Long‑Term Incentive Plan (PSUs) design (oversight by Board/Comp Committee):
- Metric: Three‑year average performance against Adjusted Diluted EPS (for 2024–2026 cycle); payout 0%–200% of target PSUs. Targets are set annually in Q1; results averaged across the 3 years.
- Rationale: Aligns with long‑term performance; complements annual Adjusted EBITDA metric.
Say‑on‑Pay and engagement (context for compensation governance):
- 2024 Say‑on‑Pay support: 78%; outreach expanded to top 30 shareholders representing 74% of shares; changes included adding a quantifiable strategic goal to 2025 AIP while maintaining Adjusted EBITDA focus.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Former public company boards | Cendant (former) |
| Interlocks | No compensation committee interlocks or insider participation disclosed. |
Expertise & Qualifications
- Skills highlighted by TNL: Corporate finance, executive leadership, global perspective, government affairs/legal, hospitality/consumer, human capital, sustainability/corporate responsibility.
- Rationale for board: Brings varied management, finance, corporate governance, and government relations expertise; deep familiarity with TNL’s operations from prior Cendant/TNL board service.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (incl. DSUs) | 44,512 shares | Less than 1% of outstanding (67,063,541 shares as of 12/31/24) |
| DSUs included in ownership | 44,512 | As of 12/31/24 |
| Unvested RSUs (excluded from beneficial ownership) | 6,352 | As of 12/31/24 |
| Shares pledged as collateral | None permitted | Hedging/pledging prohibited by policy for directors and senior executives |
| Director stock ownership guidelines | Met | All non‑management directors exceeded threshold as of 12/31/24 (≥5x cash retainer or ≥2.5x total retainer) |
Insider reporting note
- A late Form 4 was filed July 25, 2024 for Herrera (and other directors) due to a company administrative error related to DSU dividend reinvestment under the Directors Deferred Compensation Plan.
Governance Assessment
- Strengths: Independent; Chair of Corporate Governance Committee; member of Audit Committee; 100% attendance; robust oversight of independence/conflicts and sustainability; strong ownership alignment via DSUs; hedging/pledging prohibited.
- Compensation governance: Director pay is majority equity (avg 63% in 2024), with deferral into DSUs; oversight of rigorous executive metrics (Adjusted EBITDA short‑term; Adjusted Diluted EPS long‑term).
- Potential watch items: Long tenure (on board since 2006) while chairing Governance may raise refreshment considerations; Board notes ongoing refresh since 2018. A late Form 4 in 2024 was due to company administrative error, not director misconduct.
- Conflicts/related parties: Board’s annual independence review found no related‑party relationships for independent directors; Related Person Transactions Policy requires Audit Committee pre‑approval >$120,000. No transactions involving Herrera disclosed.