Lucinda C. Martinez
About Lucinda C. Martinez
Lucinda C. Martinez (age 54) is an independent director of Travel + Leisure Co. (TNL) serving since 2021. She brings two decades of senior marketing experience across media and subscription businesses (Warner Media, HBO/HBO Max, Netflix) and currently serves as Chief Marketing Officer at HarbourView Equity Partners; she also founded THE CULTURESHAKER by LuMark, LLC. Her board skills matrix highlights executive leadership, global perspective, sales and marketing, technology, sustainability/corporate responsibility, and hospitality/consumer industries . She is independent under NYSE standards, with the Board affirming her independence in its annual review .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HarbourView Equity Partners | Chief Marketing Officer | Dec 2024 – Present | Senior leadership in entertainment/sports/media-focused investment firm |
| THE CULTURESHAKER by LuMark, LLC | Founder | May 2022 – Present | Advisory on culturally aligned marketing strategies |
| Netflix, Inc. | VP, Global Brand & Multicultural Marketing | Sep 2021 – Jun 2022 | Led global brand and multicultural initiatives |
| Warner Media (incl. HBO/HBO Max) | EVP roles (Brand Marketing; Multicultural Marketing, Brand & Inclusion Strategy) | 2019–2021; prior ~20 years at Warner Media | Subscriber growth, brand management, diverse marketing strategies |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alvin Ailey American Dance Theater | Board of Trustees | Not disclosed | Non-profit governance engagement |
| Hispanic Scholarship Fund | Advisory Board Member | Not disclosed | Education and diversity advocacy |
| Other public company boards | None | N/A | No external public board interlocks |
Board Governance
- Committee assignments: Corporate Governance Committee member; the committee met 4 times in 2024 and oversees board nominations, director compensation, board effectiveness, and CSR/sustainability matters .
- Attendance and engagement: The Board met 4 times in 2024; each director attended all Board meetings and 100% of their committee meetings, and all attended the 2024 annual meeting .
- Independence: The Board affirmed Martinez’s independence; all Audit, Compensation, and Corporate Governance committee members are independent .
- Executive sessions: Non-management directors meet regularly without management, and independent directors meet in private session at least annually, chaired by the Lead Director .
- Lead Director: James E. Buckman serves as Lead Director .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Paid in Cash ($) | $113,826 | Director annual retainer for 2024 set at $210,000; members also receive committee retainers (Corporate Governance member $17,500; no per‑meeting fees) |
| Stock Awards ($) | $238,681 | Includes annual RSU grant ($125,000 granted Mar 13, 2024; 100% vest at 1 year) plus equity retainer paid as common stock/DSUs |
| All Other Compensation ($) | $725 | Wyndham Rewards points (90,000 points ≈ $725) |
| Total ($) | $353,232 | Sum of components |
| Policy elements | — | Directors must take ≥50% of fees in TNL equity; may defer cash/equity into DSUs; no per-meeting fees; non-exec chair/lead/director retainers disclosed |
Additional program details:
- Annual equity grant: $125,000 in time-vesting RSUs granted Mar 13, 2024; vest 100% after one year .
- Vesting change: For 2025, annual director RSUs vest immediately upon grant (policy change approved based on peer data) .
- Committee/member retainers (2024): Audit chair $45,000; Compensation chair $35,000; Corporate Governance chair $30,000; Audit member $25,000; Compensation member $20,000; Executive member $20,000; Corporate Governance member $17,500 .
Performance Compensation
| Award Type | Grant Value | Vesting Schedule | Performance Metrics |
|---|---|---|---|
| Director RSUs (2024 grant) | $125,000 | 100% after 1 year (Mar 13, 2025) | None; time-vesting only (no performance conditions) |
| Options | $0 | N/A | Company reported no stock option/type awards in 2024 (except ESPP available to employees) |
- Pay mix signal: Martinez’s 2024 compensation was ~68% equity-based ($238,681 of $353,232), aligning with program emphasis on long-term equity and shareholder alignment (company-wide average 63% equity-based for directors) .
- Equity timing policy: Equity grants occur within 20 NYSE trading days of quarterly results announcements; committee does not time grants based on MNPI .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company directorships | None |
| Former public company directorships | None |
| Compensation committee interlocks | None reported between TNL and other entities |
Expertise & Qualifications
- Skills matrix highlights: Executive leadership, global perspective, hospitality/consumer-driven industries, human capital management, sales & marketing, sustainability & corporate responsibility, technology .
- Rationale for board service: Subscriber business development expertise and brand management experience from HBO/Netflix; diverse marketing strategies .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (12/31/2024) | 12,170 shares; less than 1% of class | Shares outstanding 67,063,541; implied ~0.018% of shares outstanding (12,170 ÷ 67,063,541) |
| DSUs (issuable) | 323 shares | DSUs credited with dividend equivalents; payable in TNL shares at Board departure |
| Unvested RSUs | 6,666 shares | Excluded from beneficial ownership (vesting >60 days after 12/31/2024) |
| Pledged/hedged shares | Not disclosed; stock ownership guidelines reviewed by Aon include hedging/pledging prevalence; compliance affirmed | |
| Ownership guidelines | ≥5x cash retainer or ≥2.5x total retainer; RSUs/DSUs/common stock count; compliance within 5 years of joining | |
| Compliance status | As of 12/31/2024, 100% of non-management directors exceeded threshold (includes Martinez) |
Governance Assessment
- Strengths: Independent director; 100% Board and committee attendance in 2024; member of Corporate Governance Committee overseeing director pay, nominations, board effectiveness, and sustainability; no reported related-party transactions; no compensation interlocks .
- Alignment: High equity weighting (~68% of 2024 comp), mandatory ≥50% equity fees, DSU deferrals and ownership guidelines reinforce long-term alignment; RSUs are full-value awards without options risk .
- Policies: Annual independent review of director pay by Aon; program targets top quartile of peer group; shareholder-approved limit on director equity awards .
- Potential watch items: Immediate vesting for 2025 RSUs reduces forced holding period vs prior one-year cliff; mitigated by ownership guidelines and DSU deferral options .
- Risk indicators: Administrative error led to late Form 4 filings (including Martinez) for DSU dividend reinvestments on Apr 25, 2024; disclosed and corrected, low severity .
Overall investor confidence signal: Strong independence and attendance, governance committee role, and equity-heavy pay structure with robust ownership guidelines support alignment; no material conflicts identified in Board’s annual independence review .