Bruce Churchill
WYNDHAM HOTELS & RESORTSAbout Bruce B. Churchill
Independent director of Wyndham Hotels & Resorts (WH), age 67, serving since 2018; currently Chair of the Compensation Committee and member of the Audit Committee. Churchill is an experienced global media executive (DirecTV Latin America President; STAR TV President/COO; DirecTV CFO) with deep finance, international operations, and technology/media expertise; the Board identifies him as an audit committee financial expert. He is affirmatively determined independent by the Board under NYSE and Company criteria. Attendance in 2024 exceeded 95% for Board and committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DirecTV Latin America | President | 2004–2015 | Led international growth and operations |
| DirecTV | Chief Financial Officer | 2004–2005 | Corporate finance and accounting leadership |
| STAR TV | President & Chief Operating Officer | 1996–2003 | Asia operations, technology/media expansion |
| Paramount Pictures; Fox Television | Senior roles | Earlier career | Media/entertainment operating experience |
External Roles
| Company | Role | Tenure | Committee Positions / Notes |
|---|---|---|---|
| Millicom International Cellular SA | Director | 2021–Present | Prior audit committee experience at Millicom |
| DXC Technology Co. | Director | 2014–2017 | Public company board experience |
| PanAmSat Co. | Director | 2004 (taken private in 2004) | Transaction and take-private exposure |
Board Governance
- Committee assignments: Compensation Committee (Chair); Audit Committee (Member). The Board identifies Churchill as an audit committee financial expert.
- Independence: Board affirmed Churchill is independent under NYSE standards and Company’s enhanced criteria; related party transactions over $120,000 require Audit Committee preapproval. None were identified for independent directors.
- Attendance and engagement: Board met 6 times in 2024; committees met Audit (8), Compensation (10), Governance (5), Executive (2). All directors attended more than 95% of Board and committee meetings; directors are expected to attend annual meetings (all current directors attended 2024).
- Compensation Committee interlocks: None in 2024.
- Consultant independence: Aon Human Capital Solutions retained ($181,000) for executive comp consulting; separate Aon Risk Services provided insurance/actuarial services ($365,000). Committee reviewed and concluded no conflict; advice was objective and independent.
Fixed Compensation
| Component | Detail | 2024 Amounts / Terms |
|---|---|---|
| Annual Director Retainer | Paid quarterly; 50% cash and 50% WH stock; no per-meeting fees | Director retainer: $105,000 cash + $105,000 stock; committee chair/member fees per schedule below |
| Committee Fees (Schedule) | Audit Chair $22,500 cash + $22,500 stock; Audit Member $12,500 + $12,500; Compensation Chair $17,500 + $17,500; Compensation Member $10,000 + $10,000; Governance Chair $15,000 + $15,000; Governance Member $8,750 + $8,750; Executive Member $10,000 + $10,000 | Structure unchanged vs 2023 after peer review |
| Annual Equity Grant | Time-vesting RSUs, 4-year ratable vest; credit dividend equivalents; optional deferral into DSUs | $125,000 RSUs granted in Feb 2024; vests ratably over 4 years |
| 2024 Director Compensation (Churchill) | Fees paid in cash; stock awards; all other compensation (incl. charitable match; rewards points) | Cash $160,000; Stock Awards $259,916; All Other $79,270; Total $499,186 |
| All Other Breakdown (Churchill) | Wyndham Rewards Points; charitable matching contributions | Points $4,270; Charitable match $75,000 (paid directly to 501(c)(3)) |
| One-time Special Payment | Recognition for time/effort defending unsuccessful hostile takeover | $25,000 (paid April 2024) |
| Unvested RSUs (12/31/2024) | Shares issuable upon vesting | 3,833 units (Churchill) |
| Deferred Stock Units (DSUs) (12/31/2024) | Credited with dividend equivalents; paid at service end | 23,688 DSUs (Churchill) |
Notes: Directors may elect to defer cash/equity into DSUs; DSUs are not payable until service cessation. No retirement benefits; robust stock ownership guidelines; directors receive annual Wyndham Rewards Points to enhance property exposure.
Performance Compensation
Churchill does not receive performance-based director pay; however, as Compensation Committee Chair, he oversees executive incentive design and outcomes.
| 2024 Executive Annual Incentive Metric | Weight | Target | Threshold / Max Gate | Actual Achievement | Payout vs Target |
|---|---|---|---|---|---|
| Adjusted EBITDA | 75% | $690 million | 98% → 25%; 102.6% → 150% | 100% of target achieved | 100% of target |
| Global Net Room Growth | 25% | 3.00% | 2.25% → 25%; 4.00% → 150% | 100% of target achieved | 100% of target |
- Resulting 2024 annual incentive payouts for NEOs were 100% of target; no individual performance adjustments applied.
- Maximum cap of 150% of target; metrics set to align pay with performance; clawback policy compliant with SEC/NYSE.
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlocks/Conflicts |
|---|---|---|---|
| Millicom International Cellular SA | Telecom | Director; prior audit committee member | None disclosed with WH customers/suppliers; independence affirmed |
| DXC Technology Co. | IT Services | Director (2014–2017) | None disclosed |
| PanAmSat Co. | Satellite | Director (2004; taken private) | None disclosed |
- Compensation Committee interlocks/insider participation: none in 2024.
Expertise & Qualifications
- Finance/accounting, international operations, marketing/media, M&A, organizational culture and compensation; audit committee financial expert designation.
- Public company board experience across tech/telecom and media; global leadership roles underpin Board effectiveness in strategy and oversight.
Equity Ownership
| Holder | Beneficial Ownership (as of 3/15/2025) | % of Class | DSUs (as of 3/15/2025) | Unvested RSUs (as of 12/31/2024) |
|---|---|---|---|---|
| Bruce B. Churchill | 25,625 shares | * less than 1% | 25,625 shares issuable for DSUs | 3,833 shares |
- Stock ownership guidelines: require at least 5x cash retainer or 2.5x total retainer; all non-management directors were in compliance as of 12/31/2024.
- Hedging/pledging: prohibited (no derivatives to hedge, no pledging, no margin accounts, no short sales).
Governance Assessment
- Strengths: Independent director; Audit Committee financial expert; Chair of Compensation Committee; strong meeting attendance; robust ownership alignment (50% of fees paid in stock; annual RSUs); prohibition on hedging/pledging; related-party preapproval policy; say‑on‑pay support ~95% in 2024; consultant independence reviewed. These bolster investor confidence.
- Pay structure: Heavy equity weighting; no per-meeting fees; defined committee retainer structure; RSU grants with multi-year vesting; charitable match disclosed as compensation per SEC; optional DSU deferral; no option grants since 2021.
- Watch items: One-time $25,000 special payment for takeover defense (disclosed and limited); significant charitable match amounts are non-cash benefits but reported in “All Other Compensation.” No related-party transactions disclosed; no compensation interlocks.
- Performance alignment oversight: Metrics emphasize Adjusted EBITDA and Net Room Growth; capped payouts; clawback policy in place; broad shareholder engagement (~74% of outstanding); consistent program year-over-year.