Ronald Nelson
WYNDHAM HOTELS & RESORTSAbout Ronald L. Nelson
Ronald L. Nelson, age 72, has served as an Independent Director of Wyndham Hotels & Resorts (WH) since 2019 and is designated an Audit Committee Financial Expert under SEC rules. His background spans senior operating and finance leadership roles including CFO of Paramount Communications, co-COO and founding member of DreamWorks SKG, and Chairman/CEO of Avis Budget Group, bringing deep franchising, hospitality/travel, M&A, and financial oversight experience to WH’s board. He currently serves on WH’s Audit and Corporate Governance Committees, and the board has affirmatively determined his independence under NYSE and company criteria .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avis Budget Group | Chairman & CEO; Executive Chairman; COO | CEO/Chairman 2006–2015; Executive Chairman 2015–2018; COO 2010–2015 | Led global brand/franchise operations; scale efficiencies; customer experience improvements |
| Cendant Corporation | CFO, President, Board Member | 2003–2006 | Transactional leadership; integration; portfolio oversight |
| DreamWorks SKG | Co-Chief Operating Officer; Founding member | 1994–2003 | Built operating platform; media operations leadership |
| Paramount Communications | EVP & Chief Financial Officer | 1987–1994 | Financial stewardship; capital allocation |
External Roles
| Company | Role | Tenure |
|---|---|---|
| Hanesbrands | Director; Lead Director (2015–2019); Chairman (2019–2023) | 2008–2023 |
| Paramount Global (ViacomCBS) | Director | 2019–2023 |
| Viacom, Inc. | Director | 2016–2019 |
| Convergys Corporation | Director; Presiding Lead Independent Director | Director 2008–2016; Presiding Lead 2013–2016 |
| Charter Communications | Director | 1999–2003 |
| Advanced Tissue Sciences | Director | 1997–2002 |
| Paramount Communications | Director | 1992–1994 |
Board Governance
- Committee assignments: Audit (Member) and Corporate Governance (Member); Audit Committee determined him to be an “audit committee financial expert” under SEC rules .
- Independence: Board affirmatively determined Nelson is independent under NYSE and the company’s Director Independence Criteria .
- Attendance: WH states all directors attended and participated in more than 95% of Board and committee meetings in 2024; the Board held 6 meetings, Audit 8, Governance 5, Compensation 10, Executive 2 .
- Board structure: Separate Chair/CEO; independent Lead Director (James E. Buckman) convenes executive sessions of non-management and independent directors at least twice per year .
- Annual meeting attendance: All current directors attended the 2024 annual meeting; directors are expected to attend absent exceptional cause .
Fixed Compensation
| Component (2024) | Amount | Details |
|---|---|---|
| Fees Paid in Cash | $151,250 | Includes cash portion of Director retainer and committee fees plus a one-time $25,000 special payment in April 2024 related to defense against an unsuccessful hostile takeover attempt . |
| Stock Awards (Total) | $251,177 | Aggregate grant-date fair value: quarterly equity retainer in stock/DSUs plus annual RSU grant . |
| Annual RSU Grant | $124,930 | Granted Feb 29, 2024; vests ratably over 4 years; dividend equivalents accrue but pay only upon vesting . |
| All Other Compensation | $76,047 | Includes $75,000 charitable matching paid by WH directly to charities and Wyndham Rewards Points valued at $1,047 . |
| Total (Including charitable matching) | $478,474 | Sum of cash, stock awards, and other compensation . |
| Total (Excluding charitable matching) | $403,474 | Excludes charitable matching to 501(c)(3) organizations; includes $1,047 Wyndham Rewards Points . |
Additional program features:
- Annual retainers paid 50% cash and 50% stock; no meeting fees; no retirement benefits; directors may elect DSU deferral for cash or equity fees; robust stock ownership guidelines .
- Retainer schedules: Director retainer $210,000 total; Audit member $25,000; Governance member $17,500; equity paid in stock or DSUs on quarterly dates .
Performance Compensation
| Element | Terms | Performance Metrics |
|---|---|---|
| Director RSUs | Time-vesting RSUs vest in equal annual increments over 4 years; dividend equivalents accrue and pay upon vesting | None (time-based only; no performance hurdles for director RSUs) . |
| DSU Deferrals | Directors may defer cash/equity into DSUs; paid out only upon cessation of service; receive dividend equivalents | None (deferral vehicle; not performance-based) . |
No director-specific performance metrics (e.g., TSR, EBITDA) are applied to director compensation; those are used for executives in the annual incentive program .
Other Directorships & Interlocks
- Public company boards listed above; most recent tenures ended in 2023 (Hanesbrands; Paramount Global). No related-party transactions disclosed involving Nelson; the Audit Committee pre-approves any related person transactions >$120,000 and the board’s annual independence review found no relationships for independent directors other than board service .
- Related party note (context): A disclosed aircraft timesharing arrangement exists with a family-owned LLC of Non-Executive Chair Stephen Holmes ($305,175 in 2024), not involving Nelson .
Expertise & Qualifications
- Audit committee financial expert designation; financially literate with deep knowledge of financial reporting and internal control oversight .
- Senior executive and operational experience across hospitality/travel and franchising; significant transactional and brand portfolio management experience (e.g., acquisition of Avis Europe; Viacom–CBS merger oversight) .
- Skills matrix highlights: M&A, finance/accounting, marketing/media, organizational culture/compensation, hospitality/travel/franchising .
Equity Ownership
| Item | Value/Count | Notes |
|---|---|---|
| Beneficial Ownership (Mar 15, 2025) | 46,933 shares | Less than 1% of common stock outstanding . |
| Ownership % | <1% | Company footnote indicates “*” less than 1% . |
| DSUs (Mar 15, 2025) | 15,994 | Included in beneficial ownership per footnote (g) . |
| Unvested RSUs (Dec 31, 2024) | 3,833 | Company-wide director RSU balance; time-based vesting . |
| Unvested RSUs (Excluded after 60 days from Mar 15, 2025) | 3,511 | Excluded from beneficial ownership per footnote (e) . |
| Stock Ownership Guidelines | ≥5x cash retainer or ≥2.5x total retainer; compliance within 5 years | All non-management directors in compliance as of Dec 31, 2024 . |
| Hedging/Pledging | Prohibited (no hedging, no pledging/margin) | Policy applies to directors and executives . |
Governance Assessment
- Strengths: Independent director with audit financial expert credential; multi-industry senior operator; active committee membership (Audit & Governance) and strong attendance; robust ownership alignment via equity-heavy director pay and mandatory stock ownership guidelines; firm-wide prohibitions on hedging/pledging; majority voting standard with director resignation policy; proxy access; clawback compliant with SEC/NYSE rules .
- Compensation alignment: 50%+ of director fees in equity/DSUs; annual RSU grants with multi-year vesting; no meeting fees or retirement benefits; discretionary charitable match and loyalty points are modest relative to total, though sizeable charitable matching can inflate “All Other Compensation” optics without cash paid to directors .
- Potential watch items: One-time $25,000 cash payment (April 2024) to select independent directors (including Nelson) for additional work defending against an unsuccessful hostile takeover—transparent but atypical, merits monitoring if repeated or expanded . No related-party transactions disclosed for Nelson; broader RPT controls in place .
- Shareholder signals: 2024 Say-on-Pay support ~95%, indicating investor support for compensation governance; WH TSR outperformed sector benchmarks in 2024 and over 3- and 5-year horizons, supportive of board oversight credibility .