Stephen Holmes
WYNDHAM HOTELS & RESORTSAbout Stephen P. Holmes
Stephen P. Holmes, age 68, serves as Non‑Executive Chair of Wyndham Hotels & Resorts (WH) and has been a Director since 2018 . He is not classified as an independent director under WH’s Director Independence Criteria, which currently lists six other directors as independent . He chairs the Executive Committee and, under the Board’s leadership structure, holds the Chair role separate from the CEO position; the Board views him as highly effective given his leadership and deep operational knowledge . Board engagement is high, with each director attending more than 95% of Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wyndham Hotels & Resorts | Non‑Executive Chair | 2018–Present | Executive Committee Chair; Board leadership separate from CEO |
| Wyndham Worldwide | Chairman & CEO | 2006–2018 | Led major transactions; capital returns track record |
| Cendant Corporation | Vice Chairman; CEO of Travel Content Division; Director | 1997–2006 | Strategic/M&A oversight in hospitality/travel |
| HFS Incorporated | Vice Chairman; EVP/Treasurer/CFO; Director | 1990–1997 | Built franchising portfolio; brand acquisitions (e.g., Ramada, Howard Johnson) |
| Deloitte; Reliance Group; Blackstone | CPA; M&A/Investments | Early career | Finance/M&A foundation |
External Roles
| Company/Institution | Role | Tenure | Notes |
|---|---|---|---|
| Travel + Leisure Co. (formerly Wyndham Destinations/Worldwide) | Chairman (2006–2018); Non‑Executive Chairman (2018–Present) | 2006–Present | Public company board; industry adjacency |
| PHH Corporation | Director | 1997–2005 | Prior public board |
| Avis Europe PLC | Director | 1997–2004 | Prior public board |
| Avis Group Holdings | Director | 2000–2001 | Prior public board |
| HFS Incorporated | Director | 1994–1997 | Prior public board |
| Bucknell University | Trustee/Vice Chair | 2007–2023 | Non‑profit governance |
| US Travel Association Hall of Leaders | Inductee | 2007 | Industry recognition |
Board Governance
- Structure and roles: Chair and CEO roles are split; Holmes is Non‑Executive Chair .
- Independence: Holmes is not listed among independent directors (six others are affirmatively determined independent) .
- Committee assignments: Executive Committee Chair (Holmes); no audit/compensation/governance committee assignments .
- Meetings and attendance: Board held 6 meetings in 2024; committee meetings—Audit 8, Compensation 10, Governance 5, Executive 2; each director attended more than 95% of all Board and committee meetings in 2024 .
- Annual meeting presence: All current directors attended the 2024 annual meeting; expected to attend 2025 .
| Governance Item | Detail |
|---|---|
| Independence status | Not listed as independent under WH criteria |
| Board leadership | Non‑Executive Chair; CEO is Geoffrey A. Ballotti |
| Committee roles | Executive Committee Chair |
| 2024 Board meetings | 6 meetings |
| 2024 committee meetings | Audit 8; Compensation 10; Governance 5; Executive 2 |
| Attendance (2024) | More than 95% for each director across Board/committees |
Fixed Compensation
| Component | Amount/Terms | 2024 Paid/Granted | Vesting/Notes |
|---|---|---|---|
| Non‑Executive Chair Annual Retainer | $160,000 cash + $160,000 stock ($320,000 total) | Fees in cash $170,000; stock awards $294,957; total $502,977 | Retainer paid quarterly; 50% cash / 50% stock or DSUs |
| Annual Director RSU Grant | $125,000 grant‑date fair value (Feb 2024) | RSUs grant-date FV $124,930 for each non‑management director | Time‑based RSUs vest ratably over 4 years |
| Office/Admin Support (Letter Agreement) | $18,750 per year (assistant) + $12,500 per year (office) + 50% health physical reimbursement | 2024 “All Other” includes $31,250 office/admin and $2,500 physical; Rewards points valued $4,270 | Per letter agreement (2018 appointment as Non‑Executive Chair) |
| Director Fees Form | 50% paid in WH equity; DSU deferral available | DSU and common stock used for equity portion | DSUs payable after Board service ends; dividend equivalents accrue |
| Perquisites | 500,000 Wyndham Rewards Points annually (~$4,029 value cap); plus 30,000 points ($242) | 2024 points value for Holmes $4,270 | Points provide property exposure and engagement |
Performance Compensation
Directors do not receive performance‑based cash bonuses or PSUs; equity grants are time‑vesting RSUs without performance conditions . No option awards or meeting fees are paid to directors . Clawback policy applies to officers’ incentive‑based compensation per SEC/NYSE rules (not director pay) .
Other Directorships & Interlocks
| Entity | Interlock/Overlap | Potential Conflict Consideration |
|---|---|---|
| Travel + Leisure Co. | Holmes is Non‑Executive Chairman | Industry adjacency (timeshare/vacation ownership) rather than direct hotel franchising; no specific related‑party dealings disclosed in WH proxy with T+L . |
| Compensation advisory | Aon engaged for executive compensation; risk services separately engaged by management; Committee assessed independence | Consultant independence reviewed and deemed objective; no director‑specific conflict disclosed . |
Shareholder support signals at 2025 annual meeting:
- Holmes election votes: For 66,763,675; Against 483,848; Abstentions 40,855; broker non‑votes 5,729,513 .
- Say‑on‑pay (advisory): For 63,362,593; Against 3,634,725; Abstentions 291,060; broker non‑votes 5,729,513 .
- Frequency vote: Annual favored with 65,961,615 votes; Board will continue annual say‑on‑pay .
Expertise & Qualifications
- 30+ years building and leading global hospitality and franchising platforms (brand portfolio management, franchising strategy) .
- Extensive M&A and capital allocation (spin‑offs, divestitures, acquisitions; shareholder capital returns) .
- Deep finance background (former CFO, CPA); broad operational leadership across hospitality, vehicle rental, timeshare .
Equity Ownership
| Ownership Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (3/15/2025) | 384,882 shares; less than 1% of outstanding | % of class is “*” (<1%) |
| DSUs credited (beneficial ownership footnote) | 19,511 DSUs included in beneficial ownership line (director footnote) | DSUs count toward stock ownership guidelines |
| Unvested RSUs at 12/31/2024 | 3,833 shares (directors each) | Time‑vesting over 4 years |
| Hedging/Pledging status | Company policy prohibits hedging/pledging by directors and officers | No pledging/hedging disclosed for Holmes |
| Ownership guideline compliance | All non‑management directors compliant as of 12/31/2024 | Requirement: ≥5x cash retainer or ≥2.5x total retainer; 5‑year compliance window |
Fixed Compensation (Director‑Specific Detail Table)
| Item | Amount (USD) | Date/Period | Vesting/Terms |
|---|---|---|---|
| Chair Retainer (Cash) | $160,000 annually | 2024 | Paid quarterly; 50% cash/50% equity |
| Chair Retainer (Equity) | $160,000 annually | 2024 | Delivered in stock or DSUs; quarterly |
| RSU Annual Grant (Grant‑Date FV) | $124,930 (Holmes’ RSU FV) | Feb 29, 2024 | Vests 4 years, ratable; dividend equivalents |
| Cash Fees Paid (Holmes) | $170,000 | 2024 | Includes quarterly retainers |
| Stock Awards (Holmes) | $294,957 | 2024 | Retainer equity + annual RSUs |
| All Other Compensation (Holmes) | $38,020 | 2024 | Office/admin $31,250; physical $2,500; Rewards points $4,270 |
| Total (Holmes) | $502,977 | 2024 |
Related Party Transactions and Conflicts
- Aircraft Timesharing Agreement: WH used an aircraft owned by an LLC of Holmes’ immediate family; WH paid $305,175 for operating costs and expenses in 2024 under Federal Aviation Regulations . The Holmes LLC handles operation/maintenance/insurance; the Audit Committee pre‑approves related party transactions exceeding $120,000 per policy .
- Compensation consultant independence: Aon compensation advisory and separate risk services engagement reviewed; Committee concluded no conflict and independence maintained .
RED FLAGS
- Related‑party aircraft timesharing with payments of $305,175 in 2024 indicates ongoing financial ties; requires continued Audit Committee oversight and transparency .
- Non‑independent Chair status (not listed among independent directors) can raise governance scrutiny; mitigated by independent Lead Director and fully independent key committees .
Equity Ownership
| Category | Holmes | Evidence |
|---|---|---|
| Beneficial shares | 384,882 | Beneficial ownership table (3/15/2025) |
| DSUs (beneficial footnote) | 19,511 | DSUs included in beneficial ownership footnote |
| Unvested RSUs (12/31/2024) | 3,833 | Director RSU counts |
| Pledged/Hedged | Prohibited by policy; none disclosed | Corporate policy |
Governance Assessment
- Board effectiveness: Holmes provides seasoned strategic and M&A oversight as Non‑Executive Chair; separation of Chair/CEO roles and robust Lead Director authority strengthen checks and balances .
- Independence and committees: While not independent, Holmes does not sit on Audit/Comp/Gov committees; those committees are fully independent (two chaired by women), reducing risk of undue influence on key oversight areas .
- Engagement and investor confidence: Director‑level attendance >95% in 2024 and strong shareholder support for Holmes’ re‑election (66.8M votes “For”) support governance continuity .
- Alignment and pay structure: Heavy equity weighting, RSUs with four‑year vesting, and rigorous stock ownership guidelines suggest alignment with long‑term shareholder interests; no director meeting fees or retirement benefits .
- Conflicts monitoring: The related‑party aircraft arrangement is a notable exposure; continued adherence to pre‑approval policies and transparent disclosure are essential to maintain investor confidence .