James E. Buckman
About James E. Buckman
James E. Buckman (age 80) serves as Lead Director of Travel + Leisure Co. (TNL), has been on the Board since 2006, and is currently a member of the Compensation and Executive Committees. His background includes senior leadership and legal roles at York Capital Management, Cendant, and HFS, and he is affirmed independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| York Capital Management | Vice Chairman | May 2007 – Jan 2012 | Senior leadership role contributing cross-industry experience. |
| York Capital Management | General Counsel | May 2010 – Jan 2012 | Legal oversight; governance expertise. |
| York Capital Management | Senior Consultant | Jan 2007 – May 2007 | Strategic advisory capacity. |
| Cendant | Vice Chairman | Nov 1998 – Aug 2006 | Executive leadership in predecessor company to TNL. |
| Cendant | General Counsel | Dec 1997 – Aug 2006 | Oversaw legal affairs; governance perspective. |
| Cendant | Senior Executive Vice President | Dec 1997 – Nov 1998 | Senior executive responsibilities. |
| HFS | Senior EVP, General Counsel & Assistant Secretary | May 1997 – Dec 1997 | Legal and corporate governance leadership. |
| HFS | EVP, General Counsel & Assistant Secretary | Feb 1992 – May 1997 | Legal leadership; industry knowledge. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wyndham Hotels & Resorts, Inc. | Director (current) | Not disclosed | Public company board service in closely related industry. |
| Cendant | Director (former) | Not disclosed | Former public company directorship. |
| HFS | Director (former) | Not disclosed | Former public company directorship. |
Board Governance
- Independence: The Board affirmatively determined Buckman is independent; all members of Audit, Compensation and Corporate Governance Committees are independent.
- Committee assignments: Compensation Committee (member) and Executive Committee (member).
- Lead Independent Director: Serves as Lead Director and chairs executive sessions of non-management and independent directors.
- Attendance: The Board met 4 times in 2024; each Director attended all Board meetings, all committee meetings on which they served, and the 2024 Annual Meeting (100% attendance).
- Governance framework: Corporate Governance Guidelines, committee charters, independence criteria, and codes of conduct available online; independent directors lead key committees.
- Board refreshment: Mixed tenure profile with significant refresh since 2018.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Paid in Cash (2024) | $152,602 | Buckman’s 2024 cash fees. |
| Annual Lead Director Retainer | $265,000 | Structure table; paid in cash (quarterly) and equity (annually). |
| Committee Member – Compensation | $20,000 | Additional annual retainer for committee membership. |
| Committee Member – Executive | $20,000 | Additional annual retainer for committee membership. |
| Meeting Fees | $0 | Directors do not receive meeting fees. |
Performance Compensation
| Equity Award/Feature | Grant/Value | Vesting/Terms | Status |
|---|---|---|---|
| Annual RSU grant (non-management directors) | $125,000 (granted Mar 13, 2024) | Time-vesting; 100% after one year. | |
| Buckman 2024 Stock Awards (aggregate) | $277,413 | Includes $125,000 RSU plus equity portion of retainers (common stock/DSUs). | |
| DSU program | Directors may defer cash into DSUs; DSUs credited with dividend equivalents; settled in stock at Board departure. | Alignment policy requires ≥50% of fees in equity. | |
| Unvested RSUs (Buckman as of 12/31/2024) | 6,352 shares | As disclosed in director equity award balances. | |
| 2024 → 2025 equity vesting change | 2024 one-year vesting; 2025 immediate vesting approved. | Governance Committee recommendation based on peer data. |
No performance metrics (e.g., revenue/EBITDA/TSR hurdles) are disclosed for director equity awards; RSUs for directors are time-based, not performance-based.
Other Directorships & Interlocks
| Company | Relationship to TNL | Potential Interlock/Consideration |
|---|---|---|
| Wyndham Hotels & Resorts, Inc. | Hotel franchising company formed in 2018 spin-off from predecessor Wyndham Worldwide; sector adjacency to TNL’s hospitality ecosystem. | Information flow benefits; no related party conflicts disclosed for Buckman. |
Expertise & Qualifications
- Skills: Business Development/M&A, Corporate Finance & Accounting, Executive Leadership, Global Perspective, Government Affairs/Legal, Hospitality/Consumer industries, Human Capital Management; supported by prior roles as Vice Chairman and General Counsel.
- Lead Director credentials: Board cites his leadership, sector knowledge, and hedge fund experience (York Capital) as reasons for continued Board service.
Equity Ownership
| Category | Shares/Units | Notes |
|---|---|---|
| DSUs outstanding (as of 12/31/2024) | 113,717 | Shares issuable upon settlement of DSUs. |
| Unvested RSUs (as of 12/31/2024) | 6,352 | Equity award balance. |
| IRA-held shares | 6,998 | Direct personal holdings in IRA. |
| Hedging/Pledging | Policy reviewed; prevalence assessed by Aon; no pledging by Buckman disclosed. | Governance policy context; director-specific pledging not disclosed. |
Insider Trades and Filings
| Event Date | Filing Date | Form | Security/Type | Notes |
|---|---|---|---|---|
| Apr 25, 2024 | Jul 25, 2024 | Form 4 (late) | DSUs (dividend reinvestment under Directors Deferred Compensation Plan) | Late due to Company administrative error; affected Buckman and other directors. |
Governance Assessment
- Strengths: Lead Director role with deep legal and executive experience; independence affirmed; 100% attendance; independent leadership of key committees; equity-alignment policy requiring ≥50% of fees in stock/DSUs.
- Compensation structure: Mix of cash and equity with ability to defer into DSUs; director awards are time-based RSUs without performance metrics—typical for non-employee directors but reduces pay-for-performance linkage.
- Ownership alignment: Significant DSU balance and IRA holdings support long-term alignment; unvested RSUs indicate ongoing equity exposure.
- Related party exposure: No related party transactions involving Buckman disclosed; Board policy requires Audit Committee pre-approval for related person transactions >$120,000.
- Board effectiveness signals: Executive sessions chaired by Lead Director; annual board and committee self-evaluations; robust governance documentation.
RED FLAGS (monitor):
- Immediate vesting for director equity beginning 2025 may modestly reduce retention incentives versus longer vesting, though alignment remains via DSUs/equity retainer policy.
- Administrative late Form 4 in 2024 for DSU dividend reinvestments—company-attributed error; low severity but indicates process control to monitor.