Mukul Deoras
WYNDHAM HOTELS & RESORTSAbout Mukul V. Deoras
Independent Director of Wyndham Hotels & Resorts (WH) since 2018; Age 61. Currently President, Asia Pacific Division of Colgate-Palmolive and Chairman of Colgate-Palmolive (India) Ltd., bringing global brand, marketing, and international operating expertise. Serves on WH’s Audit and Corporate Governance Committees; affirmatively determined to be independent under NYSE standards and the company’s Director Independence Criteria.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Colgate-Palmolive Company | President, Asia Pacific Division | 2018–Present | Led regional growth, digital strategies, and market expansion, including acquisitions in Myanmar |
| Colgate-Palmolive (India) Ltd. | Chairman; prior Managing Director | Chairman 2018–Present; MD 2010–2012 | Steered growth, innovation, and portfolio management |
| Colgate-Palmolive Company | Chief Marketing Officer | 2015–2018 | Led global marketing and brand portfolio management |
| Colgate-Palmolive Company | President, Asia Division | 2012–2015 | P&L responsibility across emerging markets |
| Colgate-Palmolive | Various roles of increasing seniority | 2004–2010 | Brand and go-to-market leadership |
| Unilever | Sales and marketing roles | 1984–2004 | Consumer products sales and marketing leadership |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Colgate-Palmolive (India) Ltd. | Director; Chair | 2018–Present |
| American Chamber of Commerce, Hong Kong | Board of Governors (Governor) | Present (as disclosed) |
| Northeastern University, D’Amore-McKim School of Business – Center for Emerging Markets | Advisory Board Member | Present (as disclosed) |
Board Governance
- Committee assignments: Audit (Member), Corporate Governance (Member); not a committee chair.
- Independence: Board affirmatively determined Deoras is independent; independent directors have no material relationships with WH other than board service; related party transactions >$120k require Audit Committee pre-approval.
- Attendance: Board held 6 meetings in 2024; each Director attended and participated in more than 95% of Board and committee meetings. All current Directors attended the 2024 annual meeting of stockholders.
- Executive sessions: Non-management and independent Directors meet in executive session at least twice per year, chaired by the Lead Director.
- Committee meeting cadence (2024): Audit 8; Compensation 10; Governance 5; Executive 2.
Fixed Compensation
Director fee structure (2024):
| Role/Committee | Cash-Based | Stock-Based | Total |
|---|---|---|---|
| Non-Executive Chair | $160,000 | $160,000 | $320,000 |
| Lead Director | $132,500 | $132,500 | $265,000 |
| Director | $105,000 | $105,000 | $210,000 |
| Audit Committee chair | $22,500 | $22,500 | $45,000 |
| Audit Committee member | $12,500 | $12,500 | $25,000 |
| Compensation Committee chair | $17,500 | $17,500 | $35,000 |
| Compensation Committee member | $10,000 | $10,000 | $20,000 |
| Corporate Governance Committee chair | $15,000 | $15,000 | $30,000 |
| Corporate Governance Committee member | $8,750 | $8,750 | $17,500 |
| Executive Committee member | $10,000 | $10,000 | $20,000 |
2024 compensation for Mukul V. Deoras:
| Name | Fees Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Mukul V. Deoras | $151,250 | $251,254 | $4,270 | $406,774 |
- Components: Cash fees include a one-time $25,000 special payment (hostile takeover defense work).
- All Other Compensation detail: Wyndham Rewards Points valued at $4,270 (charitable matching not reported for Deoras).
Policy features:
- Heavy equity weighting: 50% of retainers paid in WH stock; Directors may elect DSUs; no per-meeting fees; no retirement benefits.
- Charitable match: 3-for-1 Company match up to $75,000 annually per non-management Director; points benefit for property familiarity.
Performance Compensation
| Item | Detail |
|---|---|
| Annual RSU grant (non-management Directors) | Granted Feb 29, 2024; grant date fair value $124,930; vests ratably over four years; dividend equivalents credited; Directors may elect to defer vested RSUs into DSUs. |
| Options | None disclosed for Directors in 2024; no option repricing permitted without shareholder approval. |
| Performance metrics | Director equity is time-based; no PSU/performance metrics apply to non-management Director compensation. |
Other Directorships & Interlocks
| Company | Role | Committee Roles |
|---|---|---|
| Colgate-Palmolive (India) Ltd. | Director; Chairman | Not disclosed in WH proxy |
- Compensation Committee interlocks: None in 2024 involving WH executives and Directors.
Expertise & Qualifications
- Corporate responsibility and sustainability; international operating leadership; M&A and marketing/media expertise; senior executive and operational experience spanning Colgate and Unilever.
Equity Ownership
| Item | As-of Date | Amount |
|---|---|---|
| Beneficial ownership (shares) | Mar 15, 2025 | 24,429; less than 1% of outstanding shares |
| DSUs (included in ownership footnote) | Mar 15, 2025 | 20,638 |
| Unvested RSUs (Director program total) | Dec 31, 2024 | 3,833 |
| Time-vesting RSUs vesting after 60 days | Mar 15, 2025 | 3,511 (excluded from 60-day beneficial count) |
| Ownership guideline compliance | Dec 31, 2024 | All non-management Directors in compliance (≥5x cash retainer or ≥2.5x total retainer; RSUs/DSUs count toward compliance) |
Policy constraints:
- Hedging/pledging: Prohibited for Directors and executives.
Governance Assessment
- Board effectiveness: Active engagement (more than 95% attendance), independent committee service (Audit and Governance), and alignment via equity-heavy director pay and robust ownership guidelines support investor confidence.
- Alignment and incentives: 50% equity retainer plus annual RSU grant encourage long-term orientation; DSU deferrals extend post-service alignment.
- Conflicts and related-party exposure: Independence confirmed; no related-party transactions noted for independent Directors; Audit Committee oversees related person transaction policy and preapprovals.
- Notable 2024 item: One-time $25,000 special payment tied to time and effort during defense of an unsuccessful hostile takeover attempt; non-recurring signal of elevated board workload rather than pay inflation.
- Broader governance context: Company maintains clawback policy for executives, majority voting with resignation policy, proxy access, and prohibition on hedging/pledging; 2024 Say-on-Pay received ~95% support.
RED FLAGS: None disclosed for Deoras (no related-party transactions, no hedging/pledging, independence affirmed).