Pauline Richards
WYNDHAM HOTELS & RESORTSAbout Pauline D.E. Richards
Independent Director at Wyndham Hotels & Resorts (WH) since 2018; Age 76. Richards chairs the Audit Committee, serves on the Corporate Governance Committee, and has been affirmatively determined independent under NYSE standards. She is recognized by the Board as an “audit committee financial expert.” Prior roles include COO of Trebuchet Group Holdings (formerly Armour Group) and senior finance positions in Bermuda; she brings deep international finance, risk and governance expertise.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trebuchet Group Holdings Limited (formerly Armour Group) | Chief Operating Officer; Director | 2008–2023; Director 2008–Present | Operational/financial leadership for investment management group |
| Saltus Grammar School (Bermuda) | Director of Development | 2003–2008 | Non-profit development leadership |
| Lombard Odier Darier Hentsch (Bermuda) Limited | Chief Financial Officer | 2001–2003 | Finance chief for trust business |
| Gulfstream Financial Limited | Treasurer | 1999–2000 | Brokerage treasury/finance |
External Roles
| Company/Institution | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Apollo Global Management, Inc. / Apollo Asset Management Inc. | Director | 2011–Present (AAM 2011–2022; Apollo 2022–Present) | Board service at global alternatives manager |
| Hamilton Insurance Group Ltd. | Director; Audit Committee Chair | 2013–2024; Audit Chair 2020–2024 | Company went public Nov 2023 |
| Wyndham Worldwide | Director | 2006–2018 | Predecessor to WH |
| Cendant Corporation | Director | 2003–2006 | Legacy hospitality/consumer services conglomerate |
| Butterfield Bank Ltd. | Director | 2006–2013 | Board experience in banking |
| Generational Reinsurance (ISA) Limited | Director | 2024–Present | Reinsurance governance role |
Board Governance
| Aspect | Details |
|---|---|
| Committee assignments | Audit (Chair); Corporate Governance (Member) |
| Audit financial expert | Board determined Richards is an “audit committee financial expert” (SEC definition) |
| Independence | Board affirmatively determined Richards is independent; no material related-party relationships for independent directors |
| 2024 meeting cadence | Board: 6; Audit: 8; Governance: 5 |
| Attendance/engagement | Each director attended and participated in >95% of all Board and committee meetings in 2024 |
| Executive sessions | Independent directors meet in executive session at least twice per year; led by Lead Director |
| Risk oversight | Audit Committee oversees financial reporting, internal controls, and related-party policy; as Chair, Richards signed the 2024 Audit Committee Report |
| Say-on-Pay outcomes | 2025: For 63,362,593; Against 3,634,725; Annual SoP frequency supported . 2024: For 62,407,389; Against 3,544,218 . Prior proxy notes ~95% support in 2024 |
| Shareholder engagement | Engagement in 2024 with holders representing 74% of shares outstanding |
Fixed Compensation
| Element | 2024 Program Terms | Notes |
|---|---|---|
| Annual Board retainer | $105,000 cash + $105,000 equity | Paid quarterly; equity may be common stock or DSUs |
| Audit Committee Chair | $22,500 cash + $22,500 equity | No per-meeting fees |
| Governance Committee Member | $8,750 cash + $8,750 equity | |
| One-time special payment | $25,000 (April 2024) | For substantial time defending unsuccessful hostile takeover |
| Benefits/perqs | Wyndham Rewards 500,000 points (~$4,029 value) + 30,000 points ($242) per year; charitable match 3:1 up to $75,000/year | Supports property exposure and philanthropy; grant sizes subject to cap |
| Ms. Richards 2024 director pay | Cash fees: $161,250; Stock awards: $261,028; All other comp: $68,298; Total: $490,576 | All other comp includes $59,400 charitable match; $4,270 points; $4,628 life insurance premium (legacy program) |
Performance Compensation
| Component | Structure | Metrics/Terms |
|---|---|---|
| Annual director equity grant | $125,000 in time-vesting RSUs (granted Feb 29, 2024) | Vests ratably over 4 years; dividend equivalents accrue; directors may defer into DSUs; no performance conditions |
| Performance metrics tied to director pay | Not applicable | Director equity is time-based; no TSR/financial metrics apply |
Other Directorships & Interlocks
| Area | Findings |
|---|---|
| Public company boards | Apollo Global Management (current), Hamilton Insurance Group (2013–2024), Wyndham Worldwide (legacy), Cendant (legacy) |
| Potential interlocks/conflicts | Board’s independence review and related-party policy found no material relationships for independent directors; Audit Committee pre-approves RPTs >$120k |
| Related-party transactions | 2024 RPT disclosed involved Chair Holmes’ family LLC aircraft timeshare; none disclosed for Richards |
Expertise & Qualifications
- Audit, accounting, and risk oversight; designated audit committee financial expert .
- International finance and capital allocation experience (Apollo, Hamilton; prior CFO/Treasurer roles) .
- Governance and social responsibility involvement through multiple non-profit leadership roles .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 77,005 shares | As of March 15, 2025; “*” indicates <1% of class |
| DSUs included in beneficial ownership | 60,848 | Payable in common stock upon board departure |
| Unvested RSUs outstanding | 3,511 | Director RSUs; vest over four years |
| Pledged or hedged shares | Prohibited by company policy (hedging/pledging/margin) | Applies to directors and officers |
| Ownership guidelines | ≥5x cash retainer or 2.5x total retainer; 5-year compliance window; all directors compliant as of 12/31/24 | DSUs/RSUs count toward guidelines |
Insider Trades (recent)
| Date | Transaction | Quantity/Instrument | Post-transaction holdings (selected) | Source |
|---|---|---|---|---|
| 2025-10-24 | Issued for quarterly retainer; DSUs for dividends | +455 common; +337 DSUs | 17,373 common; 61,745 DSUs; 3,511 RSUs | https://investor.wyndhamhotels.com/financial-information/all-sec-filings/content/0001722684-25-000066/wk-form4_1761688167.html |
| 2025-07-25 | Quarterly director compensation | +370 common; +273 DSUs | 16,918 common; 61,408 DSUs; 3,511 RSUs | https://www.sec.gov/Archives/edgar/data/1722684/000172268425000044/xslF345X03/wk-form4_1753826312.xml |
Notes: These are routine, non-open-market issuances under the director compensation and dividend-equivalent programs; no sales reported.
Governance Assessment
- Strengths
- Audit Committee Chair and audit committee financial expert; signed 2024 Audit Committee Report—strong signal for financial reporting oversight quality .
- High board/committee attendance (>95%) and active committee cadence (Audit 8; Governance 5) support engagement and effectiveness .
- Independence affirmed; no related-party exposure disclosed for Richards; RPT oversight centralized in Audit Committee .
- Robust alignment policies: equity-heavy director pay; multi-year RSU vesting; prohibition on hedging/pledging; stringent ownership guidelines—directors compliant .
- Shareholder support for compensation strong (SoP: 2024 ~95% support; 2025 For 63.36M vs 3.63M Against); annual SoP frequency endorsed .
- Monitoring points
- Charitable match and legacy life insurance premiums are disclosed and modest; not viewed as misalignment but should be monitored for changes (charitable match reported as comp under SEC rules) .
- One-time $25,000 special fee for takeover defense reflects incremental workload—transparent and limited; not recurring .
- Red flags
- None disclosed specific to Richards (no attendance issues, no pledging, no RPTs tied to her). The only 2024 RPT involved the Chair’s family aircraft timeshare, not Richards .