James Buckman
WYNDHAM HOTELS & RESORTSAbout James E. Buckman
James E. Buckman, age 80, is Lead Independent Director at Wyndham Hotels & Resorts (WH), serving on the Audit, Compensation, and Executive Committees; he has been a Director since 2018 and Lead Director since August 2019. His background spans senior legal and finance roles, including General Counsel and Vice Chairman at Cendant, Executive Vice President/General Counsel at HFS, and Vice Chairman/General Counsel roles at York Capital Management, providing deep M&A, governance, and risk oversight experience in travel and hospitality. The Board affirms his independence under NYSE standards, and credits his role with facilitating robust debate and strategic oversight in executive sessions and board planning.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| York Capital Management | Vice Chairman; General Counsel | 2007–2012; 2010–2012 | Investment and governance experience informing risk oversight |
| Cendant Corporation | General Counsel; Vice Chairman | 1997–2006; 1998–2006 | Led governance through major M&A; travel/hospitality focus |
| HFS Incorporated | EVP, General Counsel, Assistant Secretary; Director | 1992–1997; 1994–1997 | Advised acquisitions of Days Inn and Super 8 brands |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Travel + Leisure Co. (formerly Wyndham Destinations) | Director; Lead Director | 2006–Present; 2010–Present | Public company board; leadership role |
| Cendant Corporation | Director | 1998–2006 | Public company board |
| PHH Corporation | Director | 1997–2005 | Public company board |
| WEX Inc. (formerly Wright Express) | Director | 2004–2005 | Public company board |
| HFS, Inc. | Director | 1994–1997 | Public company board |
| Sparta Insurance Holdings, Inc. | Private Board Director | 2007–2012 | Private company |
| New York Philharmonic | Director | 2006–2013 | Non-profit board |
| Fordham University | Trustee | 1999–2022 (with a year off) | Academic board |
| Marymount Manhattan College | Trustee (including Chair) | 2010–2015 | Academic board |
Board Governance
- Committee assignments: Audit (Member), Compensation (Member), Executive (Member); Lead Director responsibilities include presiding over executive sessions, agenda review with the Non-Executive Chair, and board meeting leadership when the Chair is absent.
- Independence: Board affirmed Buckman’s independence under NYSE standards; review found no material relationships beyond service as Director.
- Attendance and engagement: Board held 6 meetings in 2024; Audit (8), Compensation (10), Governance (5), Executive (2). Each Director attended at least 75% of Board and committee meetings on which they served.
- Committee composition snapshot (2024): Compensation Committee members (Biblowit, Buckman, Churchill; Chair: Churchill); all committee members independent. Audit Committee members independent; board identified audit committee financial experts (Churchill, Nelson, Richards).
Fixed Compensation
| Component | 2024 Amount/Structure | Detail |
|---|---|---|
| Annual Lead Director Retainer (Cash) | $132,500 | Paid quarterly; 50% cash/50% stock |
| Annual Lead Director Retainer (Stock) | $132,500 | Stock or DSUs; equity aligns interests |
| Audit Committee Member Retainer (Cash) | $12,500 | Per year; paid quarterly |
| Audit Committee Member Retainer (Stock) | $12,500 | Per year; paid quarterly |
| Compensation Committee Member (Cash) | $10,000 | Per year; paid quarterly |
| Compensation Committee Member (Stock) | $10,000 | Per year; paid quarterly |
| Executive Committee Member (Cash) | $10,000 | Per year; paid quarterly |
| Executive Committee Member (Stock) | $10,000 | Per year; paid quarterly |
| 2024 Fees Paid in Cash (Reported) | $165,000 | Reflects cash portion of retainers |
| 2024 Stock Awards (Reported) | $289,876 | Retainer equity + RSU/DSU grants (ASC 718) |
| 2024 All Other Compensation | $79,029 | Includes Rewards points; charitable match up to $75,000 |
| 2024 Total Director Compensation | $533,905 | SEC-defined total including charitable match |
| 2024 Total Excluding Charitable Donations | $458,905 | Supplemental view per company table |
- Program features: No meeting fees or retirement benefits; equity-heavy mix; ability to defer cash/equity into DSUs; quarterly payment 50% cash/50% stock.
Performance Compensation
| Item | Grant Date | Units/Value | Vesting | Metrics |
|---|---|---|---|---|
| Annual RSU grant (time-based) | Feb 29, 2024 | $124,930 grant-date FV | Vests ratably over 4 years | None; time-vesting only (no performance metrics) |
| Annual RSU grant (policy disclosure) | Feb 2024 | $125,000 value | Equal annual increments over 4 years | None; time-vesting only |
| Unvested RSUs (as of 12/31/2024) | N/A | 3,833 shares | Remaining per 4-year schedule | N/A |
- Clawback and award policies: Company maintains an incentive compensation recovery policy for officers per Rule 10D-1 and a policy on granting equity awards designed to prevent improper timing; no current practice of granting stock options since 2021.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Notes |
|---|---|---|
| Travel + Leisure Co. | Lead Director | Shared Wyndham heritage; monitor information flow; Board affirms independence |
| Cendant, PHH, WEX, HFS | Director (prior) | Historical boards; no current interlocks disclosed |
- Compensation Committee interlocks: None involving WH executives and Directors in 2024.
Expertise & Qualifications
- Key skills: Franchising; Hospitality/Travel; International; M&A; Organizational Culture and Compensation.
- Governance contributions: Legal acumen and executive oversight strengthen board risk management and governance; critical role in facilitating robust debate as Lead Independent Director.
Equity Ownership
| Measure | Amount | As-of Date |
|---|---|---|
| Beneficial Ownership (Shares) | 98,014; less than 1% of class | March 15, 2025 |
| DSUs outstanding | 86,466 | Dec 31, 2024 |
| Unvested RSUs | 3,833 | Dec 31, 2024 |
| Shares outstanding (reference for % calc) | 77,670,767 | March 15, 2025 |
- Ownership alignment: Non-management Director stock ownership guidelines require greater of 5x cash retainer or 2.5x total retainer; DSUs/RSUs count toward compliance; all non-management Directors were in compliance as of Dec 31, 2024.
- Risk controls: Insider Trading Policy prohibits hedging, pledging, short-selling, and margin accounts for Company stock.
Governance Assessment
- Independence and conflicts: Independence affirmed; Audit Committee preapproves related party transactions >$120k; board review found no material relationships beyond service as Director for independent Directors; no compensation committee interlocks.
- Engagement and effectiveness: Serves as Lead Independent Director since Aug 2019, chairs executive sessions, coordinates agendas, and supports oversight of strategy; attended at least 75% of meetings with active committee service across Audit, Compensation, and Executive.
- Compensation structure: Equity-heavy director pay, quarterly 50% cash/50% stock, time-based RSUs (no performance metrics), DSU deferrals; Rewards points and charitable match up to $75k are disclosed and elevate “All Other Compensation” without cash benefit to the Director.
- Ownership and alignment: Significant DSU holdings and RSUs, compliance with ownership guidelines; hedging/pledging prohibited—positive alignment signals.
- Related-party exposure: Proxy discloses an aircraft timesharing agreement with a family LLC of the Non-Executive Chair (Holmes), not Buckman; oversight policies in place.
RED FLAGS: None identified specific to Buckman in the proxy—independence affirmed, no related-party transactions disclosed for independent Directors, and no compensation committee interlocks. Continue monitoring for cross-board information flow with Travel + Leisure Co. given leadership role there.