GLOBAL BUSINESS TRAVEL GROUP INC C (GBTG)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
GLOBAL BUSINESS TRAVEL GROUP INC C · Meeting: May 13, 2026
Directors FOR
0
Directors AGAINST
3
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Three Class I Directors to Serve for a Three-Year Term
Against Analysis
Paul Abbott has served as a director since May 2022 and as CEO throughout the 3-year measurement window; GBTG's stock has declined roughly 16% over three years while the Consumer Cyclical sector ETF (XLY) gained about 50%, a gap of approximately 65.5 percentage points that far exceeds the 30-point trigger threshold for companies with negative absolute 3-year returns, and the 5-year return of -23.3% does not provide a mitigating longer-term track record, so the TSR trigger fires without a downgrade.
Eric Hart has been a director since May 2022 and his full tenure overlaps with the period of significant stock underperformance; GBTG's stock declined approximately 16% over three years while the Consumer Cyclical sector ETF (XLY) gained about 50%, producing a gap of roughly 65.5 percentage points that well exceeds the 30-point threshold applicable when absolute 3-year returns are negative, and the 5-year record (-23.3%) does not provide a mitigating offset.
Kathleen Winters has served as a director since May 2022 and her full tenure overlaps with the period of material stock underperformance; GBTG's stock fell roughly 16% over three years while the Consumer Cyclical sector ETF (XLY) rose approximately 50%, a gap of about 65.5 percentage points that substantially exceeds the 30-point trigger threshold for companies with negative absolute 3-year returns, and the 5-year return of -23.3% does not serve as a mitigating factor.
For Analysis
All three Class I director nominees — Paul Abbott (CEO/executive director), Eric Hart (Expedia nominee), and Kathleen Winters (independent) — have served since the company's May 2022 public listing and their tenures fully overlap with a period of severe stock underperformance. GBTG's 3-year price return of -15.9% trails the Consumer Cyclical sector ETF (XLY) by approximately 65.5 percentage points, far exceeding the 30-point trigger threshold applicable when absolute 3-year TSR is negative. The 5-year return of -23.3% provides no mitigation. The TSR trigger fires for all three nominees, warranting AGAINST votes across the entire Class I slate.
Say on Pay
✓ FORCEO
Paul Abbott
Total Comp
$10,027,752
Prior Support
99%%
CEO Paul Abbott's total compensation of approximately $10.0 million for 2025 is reasonable for the CEO of a roughly $2.9 billion market-cap business travel company, and the program is well-structured: a significant majority of pay is variable (annual bonus plus equity awards make up roughly 87% of total compensation), performance-based stock awards with 3-year metrics and a relative total shareholder return modifier were introduced in 2025, the annual bonus is tied to measurable financial and operational goals that were largely met, and a meaningful clawback policy is in place. While the stock has underperformed, the incentive plan structure genuinely links executive outcomes to company and shareholder results — including a cap on performance award payouts when total shareholder return is negative — so the pay-for-performance alignment is acceptable and the prior year vote of approximately 99% support reflects broad shareholder satisfaction with the program.
Auditor Ratification
✗ AGAINSTAuditor
KPMG LLP
Tenure
12 yrs
Audit Fees
$6,171,000
Non-Audit Fees
$4,583,000
KPMG has audited GBTG since 2014 (approximately 12 years), which is well below the 25-year tenure threshold, and there are no disclosed material restatements; however, non-audit fees of approximately $4.58 million (comprising $592K in audit-related fees and $3.99 million in tax advisory fees) equal roughly 74% of the $6.17 million audit fee, which exceeds the 50% threshold under our policy, raising concerns that the size of the non-audit relationship could compromise auditor independence from management.
Overall Assessment
The 2026 GBTG annual meeting features four proposals; the most significant governance concern is severe stock underperformance — GBTG's shares have declined roughly 16% over three years while the Consumer Cyclical sector ETF (XLY) gained approximately 50%, triggering AGAINST votes for all three Class I director nominees who have served since the 2022 listing. Additionally, KPMG's non-audit fees (primarily tax advisory) represent approximately 74% of audit fees, exceeding the independence threshold and warranting an AGAINST vote on auditor ratification; the executive pay program, however, is reasonably structured with strong performance linkage and receives a FOR vote.