Stephen P. Holmes
About Stephen P. Holmes
Stephen P. Holmes, age 68, is Non-Executive Chairman of Travel + Leisure Co. and a director since 2006. He previously served as Chairman & CEO (July 2006 – May 2018) and led the spin-off of Wyndham Hotels & Resorts in 2018; he currently chairs TNL’s Executive Committee and is not classified as an independent director under NYSE/Company criteria. Holmes has extensive public company leadership in hospitality and consumer travel (HFS, Cendant), providing strategic and capital allocation expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Travel + Leisure Co. (f/k/a Wyndham Worldwide) | Chairman & CEO | Jul 2006 – May 2018 | Led strategic transformation and Wyndham Hotels spin-off |
| Cendant | Vice Chairman & Director; Chairman & CEO, Travel Content Division | Dec 1997 – Jul 2006 | Oversaw travel content; significant corporate leadership |
| HFS Incorporated | Vice Chairman; EVP, Treasurer & CFO | Sep 1996 – Dec 1997; Jul 1990 – Sep 1996 | Finance/treasury leadership; M&A execution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wyndham Hotels & Resorts, Inc. | Non-Executive Chairman | May 2018 – Present | Post-spin interlock with TNL |
| Cendant; HFS | Director (former) | Historical | Prior public company board service |
Board Governance
- Committee assignments: Executive Committee Chair; not a member of Audit, Compensation, or Corporate Governance committees .
- Independence: Not listed among independent directors; independent directors are Brady, Buckman, Herrera, Martinez, Post, Rickles, Wargotz .
- Attendance and engagement: Board met 4 times in 2024; each director attended all board meetings and 100% of their committee meetings, and attended the 2024 annual meeting .
- Board leadership: As Non-Executive Chairman, Holmes sets board calendars/agendas and facilitates information flow and succession planning alongside the Lead Director (Buckman) and CEO (Brown) .
- Committee activity levels (2024): Audit—12; Compensation—5; Corporate Governance—4; Executive—5 .
Fixed Compensation
| Component | Amount | Structure/Terms |
|---|---|---|
| Annual Retainer (Non-Executive Chairman) | $320,000 | $160,000 cash (quarterly) + $160,000 stock (annually); directors must take ≥50% of fees in equity; may defer into DSUs with dividend equivalents |
| Annual Director Equity Grant | $125,000 | Time-vesting RSUs; granted Mar 13, 2024; 100% vest in one year (moved to immediate vesting starting 2025) |
| 2024 Paid Compensation (Holmes) | Fees (cash): $170,054; Stock awards: $294,940; All other: $37,778; Total: $502,772 | “All other” includes charitable match and Wyndham Rewards Points, plus admin assistant $18,750, office $12,500, executive physical $2,500 per Holmes letter |
| Holmes Letter Agreement support | $18,750 (admin assistant); $12,500 (office); 50% of annual executive physical reimbursed | In addition to retainer split; adopted June 1, 2018 |
Performance Compensation
| Item | Detail | Applicability to Director Pay |
|---|---|---|
| Performance-based equity (PSUs) for directors | Not used; director equity is time-vesting RSUs | Directors receive time-vesting RSUs; no performance metrics disclosed for director awards |
| Stock options for directors | None granted in 2024 | Company policy notes no stock options granted in 2024 (except ESPP); director grants are RSUs |
Other Directorships & Interlocks
| Counterparty | Nature | Potential Interlock/Conflict Consideration |
|---|---|---|
| Wyndham Hotels & Resorts | Holmes serves as Non-Executive Chairman | Governance interlock; informational flow across boards post-spin; no specific related transactions disclosed with Wyndham Hotels in proxy |
Expertise & Qualifications
- Skills: Business development/M&A, corporate finance/accounting, executive leadership, hospitality/consumer sectors, human capital, risk management, sustainability; current public board experience .
- Role-specific strengths: Strategic perspective from prior CEO role; capital allocation discipline; industry reputation in global hospitality .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership | 398,286 shares | <1% of class; as of Dec 31, 2024 |
| DSUs outstanding | 36,339 shares | DSUs accrue dividend equivalents; payable in stock post-service |
| Unvested RSUs | 6,352 shares | As of Dec 31, 2024 |
| Stock ownership guideline compliance | Exceeds threshold | Non-management directors must hold ≥5x cash retainer or ≥2.5x total retainer; all met as of Dec 31, 2024 |
Governance Assessment
- Effectiveness and engagement: As Non-Executive Chairman and Executive Committee Chair, Holmes influences board agenda setting and oversight; 100% attendance indicates strong engagement .
- Independence and conflicts: Holmes is not independent; existence of a related-party aircraft timesharing agreement through Holmes LLC with $463,121 paid in 2024 (operating costs reimbursed) is a notable related-party exposure, preapproved under policy and overseen by Audit Committee .
- Alignment: Robust director stock ownership guidelines (thresholds met), equity-heavy compensation (time-vesting RSUs, DSU deferrals) align director interests with shareholders; hedging/pledging prohibited for directors .
- Signals and red flags:
- Related-party aircraft arrangement with Holmes LLC (recurring payments; governance oversight) — monitor for cost levels and continued Audit Committee pre-approval compliance .
- Administrative late Form 4 filing in July 2024 for DSU dividend reinvestments due to company error (includes Holmes); minor process control issue to remediate .
- Chairing Executive Committee concentrates leadership authority; counterbalanced by Lead Director and fully independent Audit/Comp/Governance committees .
- Director pay structure: No performance metrics attached to director equity; overall 2024 director compensation ~63% equity on average; Holmes’ 2024 mix reflects material equity and modest perquisites per letter agreement .
Overall, Holmes brings deep sector expertise and strategic continuity; independence classification and the aircraft-related party arrangement warrant continued monitoring. Strong attendance, ownership alignment, and committee structures mitigate governance risk .