6. GOVERNANCE

BOARD OF DIRECTORS

OFFICERS OF THE COMPANY

DAMIAN
SCOKIN

CEO

NILESH LAKHANI
Chairman
of the Board
(1), (3), (4)

DAMIAN
SCOKIN

CEO

ALBERTO LÓPEZ
GAFFNEY

CFO

MARTIN RASTELLINO
non-executive,
independent
director
(1), (2), (3), (4)

MARIO VASQUEZ
non-executive,
independent
director
(1), (2), (3)

SEBASTIÁN
MACKINNON

Chief Travel
Partners & Corporate
Affairs Officer

MARIANO
SCAGLIARINI

General Counsel

MIKE DOYLE
non-executive,
independent
director
(1), (2), (4)

ADAM JAY
non-executive,
director

GONZALO
ESTEBARENA

Chief Commercial
Officer

JAVIERA RUIZ
Chief Human
Resources Officer

DIRK DONATH
non-executive,
director
(3)

(1) In accordance with NYSE criteria | (2) Audit Committee member | (3) Nomination and Compensation Committee member | (4) Strategy Committee member

Governance fully compliant with emerging grow custom-rowth company status


The Board of Directors acts as a governing body. Its primary goal is to look after the interests of share holders by overseeing the organization's management to help ensure that management acts on behalf of shareholders.

Despegar’s governance processes are determined by BVI law and our articles of association. Despegar believes it is in full compliance with the NYSE listing standards that apply to it. In addition, throughout the years, there has been full attendance of the members of the Board both to the Board Meetings and Committee meetings.

The current Board of Directors is comprised of seven directors:

· Two directors that have neither prior nor current affiliation with the Company: Nilesh Lakhani (Chair of the Board) and Martín Vásquez.

· Two directors that have neither prior nor current affiliation with the Company: Nilesh Lakhani (Chair of the Board) and Martín Vásquez.

· Two directors are designees of current major shareholders: Adam Jay (Expedia) and Dirk Donath (Catterton)

· Two directors have been part of our management in the past: Martín Rastellino (Co-founder and former COO until June 2017) and Michael Doyle (Former CFO until August 2018).

· Despegar’s CEO, Damián Scokin

The Board of Directors have designated three committees, which have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company.

Strategy Committee: assists with the Company’s strategic plans and direction and oversees their implementation, and assists with the identification of significant opportunities and challenges facing the Company.
Nomination and Compensation Committee: responsible for oversight of the compensation of the Company´s CEO and his direct reports, and the implementation of the Company´s compensation policy. Also oversees the director identification and nomination process.
Audit Committee: oversees our accounting and financial reporting processes and the audits of our consolidated financial statements. PriceWaterhouseCoopers has been Despegar’s auditor since the IPO.