Summary
Hilton Worldwide Holdings Inc. (HLT) announced a change to its Board of Directors via an 8-K filing on September 1, 2017. The company appointed Melanie L. Healey as a new independent director, effective September 1, 2017. Ms. Healey's appointment is for a term that will conclude at the 2018 annual meeting of stockholders or until her successor is elected. Ms. Healey's appointment is significant as she meets the independence criteria outlined by Hilton's Corporate Governance Guidelines and New York Stock Exchange rules. She will be compensated in line with other eligible non-employee directors, receiving a prorated annual cash retainer and an equity-based award in deferred share units. Additionally, Ms. Healey has been appointed to the Board's compensation committee, for which she will receive a separate prorated cash retainer.
Key Highlights
- 1Melanie L. Healey appointed as an independent director to the Board of Directors, effective September 1, 2017.
- 2Ms. Healey's appointment is for a term expiring at the 2018 annual meeting of stockholders.
- 3The Board has affirmatively determined Ms. Healey is independent under NYSE and Company guidelines.
- 4Ms. Healey will receive prorated compensation for 2017, including a $95,000 annual cash retainer and a $150,000 equity award (deferred share units).
- 5Ms. Healey will also receive a prorated $7,500 annual cash retainer for her service on the compensation committee.
- 6The equity award is in the form of deferred share units under the Hilton 2017 Omnibus Incentive Plan.