Myra Biblowit
WYNDHAM HOTELS & RESORTSAbout Myra J. Biblowit
Myra J. Biblowit, age 76, is an independent director of Wyndham Hotels & Resorts (WH), serving since 2018; she chairs the Corporate Governance Committee and is a member of the Compensation Committee . Her background spans over two decades as a nonprofit executive leading the Breast Cancer Research Foundation, with global fundraising and governance expertise recognized for efficiency and impact .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Breast Cancer Research Foundation (BCRF) | President & CEO | 2001–2023 | Built BCRF into the world’s largest private funder of breast cancer research; raised over $1.2B; managed funding of 275 scientists across 14 countries . |
| Breast Cancer Research Foundation (BCRF) | President Emeritus | 2023–Present | Continued strategic advisory presence; global perspective supporting governance insights . |
| NYU School of Medicine; Mount Sinai–NYU Health System | Vice Dean for External Affairs; Senior Vice President | 1997–2001 | Leadership in external affairs and institutional development . |
| American Museum of Natural History | Senior Vice President; Executive Director of Capital Campaign | 1991–1997 | Led major capital campaign; marketing and public engagement experience . |
| Central Park Conservancy | Executive Vice President | 1985–1991 | Senior operational leadership in nonprofit governance . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wyndham Worldwide | Director | 2006–2018 | Prior public company board experience . |
| Cendant Corporation | Director | 2000–2006 | Prior public company board experience . |
| Ellig Group | Strategic Advisor; Advisory Board Member | 2024–Present | Board services advisory . |
| Lauder Family Office | Consultant | 2023–Present | Advisory engagement . |
| Historic House Trust of NYC | Founder, Co‑Chair, Director | 2004–Present | Civic leadership . |
| Extraordinary Women on Boards | Member | 2022–Present | Governance network participation . |
| Housewares Charity Foundation | Honorary Board Member | 2009–Present | Philanthropic involvement . |
| Institute for Advanced Clinical Trials for Children | Strategic Advisor | 2023–Present | Strategic advisory . |
| Literacy Inc. (LINC) | Strategic Advisor | 2023–Present | Strategic advisory . |
| Guiding Eyes for the Blind | Capital Campaign Advisor | 2024–Present | Fundraising advisory . |
| Honor Flight New England | Philanthropic Advisor | 2023–Present | Philanthropic advisory . |
Board Governance
- Committee assignments: Corporate Governance (Chair); Compensation (Member) .
- Independence: Board affirmatively determined Ms. Biblowit is independent under NYSE standards and WH’s enhanced Director Independence Criteria; no related-party relationships identified .
- Attendance and engagement: Board held 6 meetings in 2024; committees held Audit (8), Compensation (10), Governance (5), Executive (2). Each director attended and participated in more than 95% of Board and committee meetings in 2024 .
- Compensation Committee interlocks: None during 2024 involving WH executives and directors; Compensation Committee members (including Biblowit) are independent .
- Shareholder support (2025 Annual Meeting): Votes for Biblowit’s election 57,133,723; against 9,957,116; abstentions 197,539; broker non‑votes 5,729,513 .
Fixed Compensation
| Component (2024) | Cash ($) | Stock ($) | Total ($) |
|---|---|---|---|
| Director annual retainer | 105,000 | 105,000 | 210,000 . |
| Corporate Governance Committee – Chair | 15,000 | 15,000 | 30,000 . |
| Compensation Committee – Member | 10,000 | 10,000 | 20,000 . |
| One‑time special payment (hostile takeover defense) | 25,000 | — | 25,000 . |
| Benefits/perqs: Wyndham Rewards Points (approximate value) | — | — | $4,270 . |
| Charitable matching contributions (Company paid directly) | — | — | $28,950 . |
| 2024 Director Compensation (reported) | Fees Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Myra J. Biblowit | 155,000 | 254,832 | 33,220 | 443,052 . |
| 2024 Director Compensation (excluding charitable matching) | Fees Paid in Cash ($) | Stock Awards ($) | All Other Compensation, Excl. Charitable Donations ($) | Total, Excl. Charitable Donations ($) |
|---|---|---|---|---|
| Ms. Biblowit | 155,000 | 254,832 | 4,270 | 414,102 . |
Program design features:
- No meeting fees; no retirement benefits; heavy weighting on equity; RSUs time-based vesting; deferral into DSUs available; robust stock ownership guidelines; equity grant limits .
- Director fees paid 50% cash and 50% stock on a quarterly basis; stock may be taken as common shares or DSUs .
Performance Compensation
| Metric | Structure | Target/Condition | Vesting |
|---|---|---|---|
| Annual RSU grant (2024) | Time‑vesting RSUs with grant date fair value $124,930 | No performance conditions for directors | Vests in equal annual increments over 4 years; grant date Feb 29, 2024 . |
| Deferrals | Directors may elect to defer vested RSUs and/or cash into DSUs | Paid out only after Board service ends | DSUs accrue dividend equivalents as additional DSUs . |
Clawback and equity award governance:
- Compensation Committee oversees incentive compensation recovery policy; company maintains clawback policy per SEC/NYSE rules (applies to officers) .
- Hedging, pledging, short sales prohibited for directors; no margin accounts allowed .
Other Directorships & Interlocks
| Company | Role | Years | Notes |
|---|---|---|---|
| Wyndham Worldwide | Director | 2006–2018 | Predecessor company; no current interlock disclosed . |
| Cendant Corporation | Director | 2000–2006 | Prior board service; no current interlock disclosed . |
No compensation committee interlocks in 2024 involving WH executives and directors .
Expertise & Qualifications
- Key skills: Corporate social responsibility and sustainability; international; marketing/media; special events; public speaking; organizational culture and compensation; senior executive and operational experience .
- Recognized for leading BCRF as one of the most financially efficient, transparent, and impactful U.S. nonprofits; raised over $1.2B globally and funded 275 scientists across 14 countries .
Equity Ownership
| Ownership Detail (as of dates specified) | Amount | Notes |
|---|---|---|
| Beneficial ownership (Mar 15, 2025) | 102,857 shares; <1% of class | Shares outstanding 77,670,767; % of class reported as “*” (<1%) . |
| DSUs included in beneficial ownership (Mar 15, 2025) | 90,149 | Counted toward beneficial ownership . |
| Unvested RSUs (Dec 31, 2024) | 3,833 | Unvested RSUs as of year‑end . |
| RSUs vesting within 60 days of Mar 15, 2025 (excluded from beneficial ownership) | 3,511 | Excluded per SEC 60‑day rule . |
| Stock ownership guidelines | ≥5x cash portion of annual retainer or ≥2.5x total retainer value; 5 years to comply | DSUs and RSUs count; all non‑management directors in compliance as of Dec 31, 2024 . |
| Hedging/pledging | Prohibited | No hedging, pledging, margin accounts, or short sales permitted . |
Governance Assessment
- Strengths: Independent director; chairs Governance Committee; robust attendance (>95%); equity-heavy pay with stock/DSU deferral aligning incentives; strong stock ownership guidelines and compliance; strict anti‑hedging/pledging policy; no related‑party transactions disclosed for Biblowit; Compensation Committee independent with no interlocks .
- Alignment signals: 50% of director fees paid in equity; annual RSUs with multi‑year vesting; DSU deferral until end of service; charity match is company-paid to 501(c)(3) organizations and reported per SEC rules, not cash to the director .
- Shareholder sentiment: Biblowit received 57.1M “For” vs 10.0M “Against” votes in 2025—lower absolute support than several peers on the same slate, which merits monitoring for any investor concerns around committee leadership or perceived conflicts, though no specific conflicts are disclosed .
- RED FLAGS: None observed in filings regarding related‑party transactions, hedging/pledging, or committee interlocks; the one‑time $25K payment reflects workload during takeover defense rather than guaranteed comp inflation, but investors should monitor recurrence of special payments .