Summary
Hilton Worldwide Holdings Inc. announced a significant change to its board of directors. Effective September 26, 2017, the company expanded its board from nine to eleven directors and appointed two new members: Raymond E. Mabus, Jr. and Zhang Ling. These appointments are a direct result of a previously disclosed stockholder agreement with HNA Tourism Group Co., Ltd. ("HNA"), which grants HNA the right to designate directors as long as it maintains a minimum ownership stake.
Key Highlights
- 1Board size expanded from nine to eleven directors.
- 2Raymond E. Mabus, Jr. and Zhang Ling appointed as new directors.
- 3Appointments are made pursuant to the HNA Stockholder Agreement.
- 4HNA is entitled to designate two directors as long as it owns at least 15% of Hilton's common stock.
- 5Raymond E. Mabus, Jr. has been determined to be independent and will serve on the audit committee.
- 6Mr. Mabus will receive prorated compensation for 2017, including a cash retainer and equity-based award.
- 7The terms of Mr. Mabus's equity award are consistent with those of other non-employee directors.