DEF 14AFALSE0000812011iso4217:USD00008120112023-08-012024-07-310000812011mtn:RobertAKatzMember2023-08-012024-07-310000812011mtn:KirstenALynchMember2023-08-012024-07-310000812011mtn:RobertAKatzMember2022-08-012023-07-310000812011mtn:KirstenALynchMember2022-08-012023-07-3100008120112022-08-012023-07-310000812011mtn:RobertAKatzMember2021-08-012022-07-310000812011mtn:KirstenALynchMember2021-08-012022-07-3100008120112021-08-012022-07-310000812011mtn:RobertAKatzMember2020-08-012021-07-310000812011mtn:KirstenALynchMember2020-08-012021-07-3100008120112020-08-012021-07-3100008120112021-08-012021-11-0100008120112021-11-022022-07-310000812011mtn:StockAwardsAndOptionAwardsMemberecd:PeoMembermtn:KirstenALynchMember2023-08-012024-07-310000812011ecd:EqtyAwrdsAdjsMemberecd:PeoMembermtn:KirstenALynchMember2023-08-012024-07-310000812011mtn:StockAwardsAndOptionAwardsMemberecd:PeoMembermtn:KirstenALynchMember2022-08-012023-07-310000812011ecd:EqtyAwrdsAdjsMemberecd:PeoMembermtn:KirstenALynchMember2022-08-012023-07-310000812011mtn:StockAwardsAndOptionAwardsMemberecd:PeoMembermtn:KirstenALynchMember2021-08-012022-07-310000812011ecd:EqtyAwrdsAdjsMemberecd:PeoMembermtn:KirstenALynchMember2021-08-012022-07-310000812011mtn:StockAwardsAndOptionAwardsMemberecd:PeoMembermtn:RobertAKatzMember2021-08-012022-07-310000812011ecd:EqtyAwrdsAdjsMemberecd:PeoMembermtn:RobertAKatzMember2021-08-012022-07-310000812011mtn:StockAwardsAndOptionAwardsMemberecd:PeoMembermtn:RobertAKatzMember2020-08-012021-07-310000812011ecd:EqtyAwrdsAdjsMemberecd:PeoMembermtn:RobertAKatzMember2020-08-012021-07-310000812011mtn:StockAwardsAndOptionAwardsMemberecd:NonPeoNeoMember2023-08-012024-07-310000812011ecd:EqtyAwrdsAdjsMemberecd:NonPeoNeoMember2023-08-012024-07-310000812011mtn:StockAwardsAndOptionAwardsMemberecd:NonPeoNeoMember2022-08-012023-07-310000812011ecd:EqtyAwrdsAdjsMemberecd:NonPeoNeoMember2022-08-012023-07-310000812011mtn:StockAwardsAndOptionAwardsMemberecd:NonPeoNeoMember2021-08-012022-07-310000812011ecd:EqtyAwrdsAdjsMemberecd:NonPeoNeoMember2021-08-012022-07-310000812011mtn:StockAwardsAndOptionAwardsMemberecd:NonPeoNeoMember2020-08-012021-07-310000812011ecd:EqtyAwrdsAdjsMemberecd:NonPeoNeoMember2020-08-012021-07-310000812011ecd:YrEndFrValOfEqtyAwrdsGrntdInCvrdYrOutsdngAndUnvstdMemberecd:PeoMembermtn:KirstenALynchMember2023-08-012024-07-310000812011ecd:ChngInFrValOfOutsdngAndUnvstdEqtyAwrdsGrntdInPrrYrsMemberecd:PeoMembermtn:KirstenALynchMember2023-08-012024-07-310000812011ecd:VstngDtFrValOfEqtyAwrdsGrntdAndVstdInCvrdYrMemberecd:PeoMembermtn:KirstenALynchMember2023-08-012024-07-310000812011ecd:ChngInFrValAsOfVstngDtOfPrrYrEqtyAwrdsVstdInCvrdYrMemberecd:PeoMembermtn:KirstenALynchMember2023-08-012024-07-310000812011ecd:FrValAsOfPrrYrEndOfEqtyAwrdsGrntdInPrrYrsFldVstngCondsDrngCvrdYrMemberecd:PeoMembermtn:KirstenALynchMember2023-08-012024-07-310000812011ecd:YrEndFrValOfEqtyAwrdsGrntdInCvrdYrOutsdngAndUnvstdMemberecd:PeoMembermtn:KirstenALynchMember2022-08-012023-07-310000812011ecd:ChngInFrValOfOutsdngAndUnvstdEqtyAwrdsGrntdInPrrYrsMemberecd:PeoMembermtn:KirstenALynchMember2022-08-012023-07-310000812011ecd:VstngDtFrValOfEqtyAwrdsGrntdAndVstdInCvrdYrMemberecd:PeoMembermtn:KirstenALynchMember2022-08-012023-07-310000812011ecd:ChngInFrValAsOfVstngDtOfPrrYrEqtyAwrdsVstdInCvrdYrMemberecd:PeoMembermtn:KirstenALynchMember2022-08-012023-07-310000812011ecd:FrValAsOfPrrYrEndOfEqtyAwrdsGrntdInPrrYrsFldVstngCondsDrngCvrdYrMemberecd:PeoMembermtn:KirstenALynchMember2022-08-012023-07-310000812011ecd:YrEndFrValOfEqtyAwrdsGrntdInCvrdYrOutsdngAndUnvstdMemberecd:PeoMembermtn:KirstenALynchMember2021-08-012022-07-310000812011ecd:ChngInFrValOfOutsdngAndUnvstdEqtyAwrdsGrntdInPrrYrsMemberecd:PeoMembermtn:KirstenALynchMember2021-08-012022-07-310000812011ecd:VstngDtFrValOfEqtyAwrdsGrntdAndVstdInCvrdYrMemberecd:PeoMembermtn:KirstenALynchMember2021-08-012022-07-310000812011ecd:ChngInFrValAsOfVstngDtOfPrrYrEqtyAwrdsVstdInCvrdYrMemberecd:PeoMembermtn:KirstenALynchMember2021-08-012022-07-310000812011ecd:FrValAsOfPrrYrEndOfEqtyAwrdsGrntdInPrrYrsFldVstngCondsDrngCvrdYrMemberecd:PeoMembermtn:KirstenALynchMember2021-08-012022-07-310000812011ecd:YrEndFrValOfEqtyAwrdsGrntdInCvrdYrOutsdngAndUnvstdMemberecd:PeoMembermtn:RobertAKatzMember2021-08-012022-07-310000812011ecd:ChngInFrValOfOutsdngAndUnvstdEqtyAwrdsGrntdInPrrYrsMemberecd:PeoMembermtn:RobertAKatzMember2021-08-012022-07-310000812011ecd:VstngDtFrValOfEqtyAwrdsGrntdAndVstdInCvrdYrMemberecd:PeoMembermtn:RobertAKatzMember2021-08-012022-07-310000812011ecd:ChngInFrValAsOfVstngDtOfPrrYrEqtyAwrdsVstdInCvrdYrMemberecd:PeoMembermtn:RobertAKatzMember2021-08-012022-07-310000812011ecd:FrValAsOfPrrYrEndOfEqtyAwrdsGrntdInPrrYrsFldVstngCondsDrngCvrdYrMemberecd:PeoMembermtn:RobertAKatzMember2021-08-012022-07-310000812011ecd:YrEndFrValOfEqtyAwrdsGrntdInCvrdYrOutsdngAndUnvstdMemberecd:PeoMembermtn:RobertAKatzMember2020-08-012021-07-310000812011ecd:ChngInFrValOfOutsdngAndUnvstdEqtyAwrdsGrntdInPrrYrsMemberecd:PeoMembermtn:RobertAKatzMember2020-08-012021-07-310000812011ecd:VstngDtFrValOfEqtyAwrdsGrntdAndVstdInCvrdYrMemberecd:PeoMembermtn:RobertAKatzMember2020-08-012021-07-310000812011ecd:ChngInFrValAsOfVstngDtOfPrrYrEqtyAwrdsVstdInCvrdYrMemberecd:PeoMembermtn:RobertAKatzMember2020-08-012021-07-310000812011ecd:FrValAsOfPrrYrEndOfEqtyAwrdsGrntdInPrrYrsFldVstngCondsDrngCvrdYrMemberecd:PeoMembermtn:RobertAKatzMember2020-08-012021-07-310000812011ecd:YrEndFrValOfEqtyAwrdsGrntdInCvrdYrOutsdngAndUnvstdMemberecd:NonPeoNeoMember2023-08-012024-07-310000812011ecd:ChngInFrValOfOutsdngAndUnvstdEqtyAwrdsGrntdInPrrYrsMemberecd:NonPeoNeoMember2023-08-012024-07-310000812011ecd:VstngDtFrValOfEqtyAwrdsGrntdAndVstdInCvrdYrMemberecd:NonPeoNeoMember2023-08-012024-07-310000812011ecd:ChngInFrValAsOfVstngDtOfPrrYrEqtyAwrdsVstdInCvrdYrMemberecd:NonPeoNeoMember2023-08-012024-07-310000812011ecd:FrValAsOfPrrYrEndOfEqtyAwrdsGrntdInPrrYrsFldVstngCondsDrngCvrdYrMemberecd:NonPeoNeoMember2023-08-012024-07-310000812011ecd:YrEndFrValOfEqtyAwrdsGrntdInCvrdYrOutsdngAndUnvstdMemberecd:NonPeoNeoMember2022-08-012023-07-310000812011ecd:ChngInFrValOfOutsdngAndUnvstdEqtyAwrdsGrntdInPrrYrsMemberecd:NonPeoNeoMember2022-08-012023-07-310000812011ecd:VstngDtFrValOfEqtyAwrdsGrntdAndVstdInCvrdYrMemberecd:NonPeoNeoMember2022-08-012023-07-310000812011ecd:ChngInFrValAsOfVstngDtOfPrrYrEqtyAwrdsVstdInCvrdYrMemberecd:NonPeoNeoMember2022-08-012023-07-310000812011ecd:FrValAsOfPrrYrEndOfEqtyAwrdsGrntdInPrrYrsFldVstngCondsDrngCvrdYrMemberecd:NonPeoNeoMember2022-08-012023-07-310000812011ecd:YrEndFrValOfEqtyAwrdsGrntdInCvrdYrOutsdngAndUnvstdMemberecd:NonPeoNeoMember2021-08-012022-07-310000812011ecd:ChngInFrValOfOutsdngAndUnvstdEqtyAwrdsGrntdInPrrYrsMemberecd:NonPeoNeoMember2021-08-012022-07-310000812011ecd:VstngDtFrValOfEqtyAwrdsGrntdAndVstdInCvrdYrMemberecd:NonPeoNeoMember2021-08-012022-07-310000812011ecd:ChngInFrValAsOfVstngDtOfPrrYrEqtyAwrdsVstdInCvrdYrMemberecd:NonPeoNeoMember2021-08-012022-07-310000812011ecd:FrValAsOfPrrYrEndOfEqtyAwrdsGrntdInPrrYrsFldVstngCondsDrngCvrdYrMemberecd:NonPeoNeoMember2021-08-012022-07-310000812011ecd:YrEndFrValOfEqtyAwrdsGrntdInCvrdYrOutsdngAndUnvstdMemberecd:NonPeoNeoMember2020-08-012021-07-310000812011ecd:ChngInFrValOfOutsdngAndUnvstdEqtyAwrdsGrntdInPrrYrsMemberecd:NonPeoNeoMember2020-08-012021-07-310000812011ecd:VstngDtFrValOfEqtyAwrdsGrntdAndVstdInCvrdYrMemberecd:NonPeoNeoMember2020-08-012021-07-310000812011ecd:ChngInFrValAsOfVstngDtOfPrrYrEqtyAwrdsVstdInCvrdYrMemberecd:NonPeoNeoMember2020-08-012021-07-310000812011ecd:FrValAsOfPrrYrEndOfEqtyAwrdsGrntdInPrrYrsFldVstngCondsDrngCvrdYrMemberecd:NonPeoNeoMember2020-08-012021-07-31000081201112023-08-012024-07-31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to Section 240.14a-11 (c) or Section 240.14a-12
(Name of Registrant as Specified In Its Charter)
| | |
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
Payment of Filing Fee (Check the appropriate box):
☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
EXPERIENCE OF A LIFETIME™
390 Interlocken Crescent
Broomfield, Colorado 80021
October 23, 2024
NOTICE OF THE 2024 ANNUAL MEETING OF STOCKHOLDERS
To be held on December 5, 2024
To our Stockholders:
The 2024 Annual Meeting of Stockholders of Vail Resorts, Inc., a Delaware corporation (the “Company”), will be held via a live virtual shareholder meeting on Wednesday, December 5, 2024 at 9:00 a.m., Mountain Time. The annual meeting will be held to:
| | | | | | | | | | | |
| 1 | | Elect the twelve directors named in the attached proxy statement to serve for a one-year term and until their successors are elected and qualified; | |
| 2 | | Ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2025; | |
| 3 | | Hold an advisory vote to approve executive compensation; | |
| 4 | | Hold a vote to approve the Vail Resorts, Inc. 2024 Omnibus Incentive Plan; and | |
| 5 | | Transact such other business as may properly come before the annual meeting or any adjournments or postponements of the annual meeting. | |
These items of business are more fully described in this proxy statement accompanying this notice. You will be able to attend the virtual annual meeting online by visiting www.virtualshareholdermeeting.com/MTN2024. You also will be able to vote your shares electronically at the virtual annual meeting. The annual meeting will include a discussion of and voting on matters described in the Notice of 2024 Annual Meeting of Stockholders and this proxy statement and a brief question and answer session. The question and answer session will be limited only to questions relating to the proposals set forth in the Notice and Proxy Statement. We will not be providing a business update or answering any business or company performance related questions at the annual meeting as we expect to release our results for the first quarter of fiscal 2025 on Monday, December 9, 2024, and hold an investor call to discuss the results at that time.
Only holders of record of shares of our common stock at the close of business on October 8, 2024 (the “Record Date”) are entitled to receive notice of, and to vote at, the annual meeting or at any postponement or adjournment thereof. A list of stockholders entitled to vote at the annual meeting will be available for examination by any stockholder at the annual meeting on the virtual meeting website and for ten days prior to the annual meeting at our principal executive offices located at 390 Interlocken Crescent, Broomfield, Colorado 80021.
Only such stockholders, their proxy holders, and our invited guests may attend the annual meeting. To participate in the virtual annual meeting, visit www.virtualshareholdermeeting.com/MTN2024 and log in using the 16-digit control number printed in the box marked by the arrow on your proxy card. For more information concerning the annual meeting, including how to participate, please see “The Annual Meeting and Voting - Questions and Answers” beginning on page 93. We elected to provide access to our proxy materials over the Internet. Accordingly, we will mail, on or about October 23, 2024, a Notice of Internet Availability of Proxy Materials to our stockholders of record and beneficial owners as of the close of business on the Record Date. On the date of mailing of the Notice of Internet Availability of Proxy Materials, all stockholders and beneficial owners will have the ability to access all of the proxy materials on a website referred to and at the URL address included in the Notice of Internet Availability of Proxy Materials.
The Notice of Internet Availability of Proxy Materials will also identify the date, the time, and website for the annual meeting; the matters to be acted upon at the annual meeting and the Board of Directors’ recommendation with regard to each matter; a toll-free telephone number, an e-mail address, and a website where stockholders can request a paper or e-mail copy of the proxy statement, our annual report, and a form of proxy relating to the annual meeting; information on how to access and vote the form of proxy; and information on how to attend the virtual annual meeting and vote electronically. These proxy materials will be available free of charge.
Your vote is extremely important.
We appreciate your taking the time to vote promptly. After reading the proxy statement, please vote at your earliest convenience by telephone or Internet, or request a proxy card to complete, sign, and return by mail. If you vote at the annual meeting, your previously submitted proxy will be revoked automatically and only your vote at the annual meeting will be counted. Your shares cannot be voted unless you vote by: (i) telephone, (ii) Internet, (iii) requesting a paper proxy card, to complete, sign, and return by mail, or (iv) attending the virtual annual meeting and voting electronically. Please note that all votes cast via telephone or the Internet must be cast prior to 11:59 p.m., Eastern Time, on Wednesday, December 4, 2024.
| | | | | |
| By Order of the Board of Directors, Julie A. DeCecco Executive Vice President, General Counsel and Chief Public Affairs Officer Broomfield, Colorado October 23, 2024 |
TABLE OF CONTENTS
| | | | | |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Proposal 4. Vote to Approve the Vail Resorts, Inc. 2024 Omnibus Equity Plan | |
| |
| |
| |
| |
| |
| |
Who We Are
We are the premier mountain resort company in the world and a leader in luxury, destination-based travel at iconic locations. We operate world-class destination mountain resorts, and regional ski areas, including Vail Mountain, Breckenridge, Park City Mountain, Whistler Blackcomb, Stowe, and 32 additional resorts across North America; Crans-Montana and Andermatt-Sedrun in Switzerland; and Perisher, Hotham, and Falls Creek in Australia. We are passionate about providing an Experience of a Lifetime to our team members and guests, and our EpicPromise is to reach a zero net operating footprint by 2030, support our employees and communities, and broaden engagement in our sport. Our company owns and/or manages a collection of elegant hotels under the RockResorts brand, a portfolio of vacation rentals, condominiums, and branded hotels located in close proximity to our mountain destinations, as well as the Grand Teton Lodge Company in Jackson Hole, Wyoming. Vail Resorts Retail operates over 300 retail and rental locations across North America.
| | | | | | | | |
| | |
| What We Believe Everything we do needs to be aligned with our five stakeholders: àOur Guests àOur Employees àOur Communities àOur Natural Environment àOur Stockholders |
| | |
| Our Mission: EXPERIENCE OF A LIFETIME At Vail Resorts, our mission is simple – to provide an Experience of a Lifetime. We do this by creating an Experience of a Lifetime for our employees, so they can, in turn, provide an Experience of a Lifetime for our guests. |
Our Core Values
As Vail Resorts employees, we hold ourselves accountable for living these foundational values every day in everything we do:
| | | | | | | | | | | | | | |
| SERVE OTHERS | | Lead with service to create Experiences of a Lifetime for one another and our guests. | |
| DO GOOD | | Preserve our natural environments and contribute to the success of our local communities. | |
| HAVE FUN | | Fun is our product – create fun, enjoy your work, and share the contagious spirit. | |
| BE SAFE | | Be committed to the safety and wellness of our employees and guests. | |
| DO RIGHT | | Act with integrity – always do the right thing, knowing it leads to the right outcome. | |
| BE INCLUSIVE | | Welcome everyone to our Company, resorts and communities – include all races, gender identities, sexual orientations, abilities, and the many qualities that make each of us unique. | |
| DRIVE VALUE | | Fuel business growth and guest loyalty through guest experience and continued innovation. | |
PROXY SUMMARY
This summary contains highlights about Vail Resorts, Inc. (“we,” “us,” “Vail Resorts,” or the “Company”) and the 2024 Annual Meeting of Stockholders. This summary does not contain all of the information that you should consider in advance of the annual meeting, and we encourage you to read the entire proxy statement and our 2024 Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on September 26, 2024 (the “Annual Report”) carefully before voting. Page references are provided to help you find further information in this proxy statement. For information concerning the annual meeting and voting on the proposals discussed in more detail in this proxy statement, please see “The Annual Meeting and Voting – Questions and Answers” beginning on page 93. Information on websites provided in this proxy statement are furnished and not filed with the SEC. Meeting Information
| | | | | | | | | | | | | | |
| DATE & TIME | | December 5, 2024, 9:00 a.m. Mountain Time | |
| WEBSITE | | www.virtualshareholdermeeting.com/MTN2024 | |
| RECORD DATE | | October 8, 2024 | |
| VOTING | | Stockholders at the close of business on the record date may vote at the Annual Meeting of Stockholders. Each share is entitled to one vote on each matter to be voted upon. | |
Voting Matters and Board Recommendation
The following table summarizes the proposals to be considered at the annual meeting and the Company's Board of Directors ("Board") voting recommendation with respect to each proposal.
| | | | | | | | | | | | | | |
| Management Proposals | Board Vote
Recommendation | Page
Reference |
| | | | |
| 1 | Election of the twelve directors named in this proxy statement, each for a one-year term expiring in 2025 | FOR EACH
NOMINEE | |
| 2 | Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2025 | FOR | |
| 3 | Advisory vote to approve executive compensation | FOR | |
| 4 | Vote to approve the Vail Resorts, Inc. 2024 Omnibus Incentive Plan | FOR | |
Environmental, Social, & Governance Highlights
As a company rooted in the great outdoors, we have a responsibility to protect and preserve the incredible environments in which we operate. Through our corporate sustainability and social responsibility program, EpicPromise, we focus on climate change mitigation and adaptation, resource conservation, building stronger local communities through contributions to local non-profit organizations, and making snowsports more accessible and inclusive. Our EpicPromise is comprised of four pillars that guide our actions.
The Pillars of Our Promise
Our environmental, social, and governance ("ESG") activities, including EpicPromise, are overseen by the Company's Nominating & Governance Committee of the Board. For more details on the Company's governance, see page 30. Since 2018, we have issued annual progress reports, which are available at epicpromise.com. These reports demonstrate advancement against our goals and deliver updates across each of our four pillars. Described below are highlights of our continued commitment to our EpicPromise during the 2024 fiscal year.
Environment
Our Commitment to Zero is our goal to achieve a zero net operating footprint by 2030. This commitment includes (i) achieving zero net emissions by finding operational energy efficiencies, investing in renewable energy, and investing in other emissions reduction projects, (ii) zero waste to landfill, and (iii) zero net operating impact to forests and habitat by restoring an acre of forest for every acre displaced by our operations. Our commitment to sustainability is deeply integrated into our business strategy and operations. We have set interim targets to ensure we stay on track to meet our 2030 goal.
Highlights of our commitments to the environment include:
| | | | | | | | | | | | | | | | | |
| | | | | |
| ZERO WASTE TO LANDFILL | | | The Company continues to invest in operational improvements to reduce landfill waste at resorts and drive education and positive engagement with guests, employees, and communities regarding the Company’s recycling, composting, and other waste reduction programs. | |
| | | | | |
| | | | | |
| ZERO NET EMISSIONS | | | The Company partnered in the Elektron Solar Project, which is located 100 miles west of Park City Mountain and began operation in May 2024. The completion of the Elektron Solar Project in Utah means that Park City Mountain’s electricity will be 100% solar-powered directly through the local grid, adding to the Company’s overall mix of renewable energy and increasing the resilience of our network-wide commitment to sustainable operations. | |
| | | | | |
| | | | | |
| ZERO NET OPERATING IMPACT ON FORESTS AND HABITAT | | | We sponsored the reforestation of 10 acres in California and Minnesota that were previously impacted by wildfire or in need of native habitat restoration and forest resilience. This restored an acre of forest for every acre displaced by our fiscal 2024 operations. | |
| | | | | |
| | | | | |
| ADVOCACY | | | Vail Resorts is committed to fighting climate change and we believe amplifying climate advocacy beyond our company and industry is crucial. Our ongoing advocacy involves many public, private, and nonprofit partners, and is a critical part of our sustainability efforts. We advocate at local, regional, and national levels through our participation in groups, including the Outdoor Industry Business Climate Partnership, Ceres, RE100, and the Mountain Collaborative for Climate Action. There is power in numbers, and together, we are committed to affecting positive change. | |
| | | | | |
Social
Our mission at Vail Resorts is to create the Experience of a Lifetime for our employees, so they can, in turn, create the Experience of a Lifetime for our guests. We take to heart and are committed to our responsibility to support the people who live, work, and play in the communities we serve. We also hold ourselves accountable as Vail Resorts team members to living our values Serve Others, Do Good, Have Fun, Be Safe, Do Right, Be Inclusive, and Drive Value every day and in everything we do. These values drive our daily operations and our long-term vision, and continually enrich the local communities in which we operate.
Highlights of our commitments to social responsibility include:
| | | | | | | | | | | | | | | | | |
| | | | | |
| DIVERSITY, EQUITY & INCLUSION ("DEI") | | | At Vail Resorts, we believe the future of the sport is inclusion. One of our core values is “Be Inclusive,” which means that we expect everyone at our company to be welcoming to others, including all races, gender identities, sexual orientations, abilities, and other differences. We strive to create an experience that values diversity, builds a sense of belonging, celebrates people’s unique traits, and offers a platform for all voices to be heard. We also engage with external partners and stakeholders to drive broader change in our industry and communities. In addition, we have a specific leadership competency, “Elevate,” which requires that all our leaders are self-aware of their own inclusive behavior so they can intentionally build diverse representation, bring equity to our business practices, and create inclusive communities in which all people can thrive. | |
| | | | | |
| | | | | |
| TALENT DEVELOPMENT | | | We are passionate about developing our talent and building the best teams. We offer a variety of leadership development programs for everyone from our entry level frontline employees to our most senior executives. To ensure we are building high performing teams, we encourage every employee at every level within the company to continuously grow their leadership by participating in ongoing events that build leadership capability and drive aligned leadership expectations to enable business outcomes. | |
| | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | |
| EPICPROMISE EMPLOYEE FOUNDATION | | | Our EpicPromise Employee Foundation supports Vail Resorts’ employees and their families via grants for emergency relief and scholarships. Annually more than $1 million in grants and scholarships are provided to help employees in times of need or to pursue educational opportunities. | |
| | | | | |
| | | | | |
| MOUNTAIN SAFETY | | | Our value of “Be Safe” and the health, safety, and security of our employees and guests are fundamental to our operations. All employees are trained on working safely and are accountable for promoting a safe environment. As part of our “safety first” culture, we have a dedicated health and safety team that supports our resort operations, as well as highly trained ski patrol professionals on staff at each resort. | |
| | | | | |
| | | | | |
| COMPANY CULTURE | | | Core to our mission is to create an Experience of a Lifetime for our employees, so they can in turn provide an Experience of a Lifetime to our guests. We have a values-based leadership culture that places a premium on leader transparency, vulnerability, and authenticity. | |
| | | | | |
| | | | | |
| YOUTH ACCESS PROGRAMS | | | In the third year of our Epic for Everyone Youth Access in partnership with the Katz Amsterdam Foundation, we hosted 2,584 urban youth to attend a 5-day snowsports program. We also continued our legacy access program with more than 12,000 youth participating in multi-day programs focused on mentorship, leadership, and the impact of outdoor time on mental health. | |
| | | | | |
Governance
We believe good governance is integral to achieving long-term stockholder value. We are committed to governance policies and practices that serve the interests of the Company and its stockholders. The Board monitors developments in governance best practices to assure that it continues to meet its commitment to thoughtful and independent representation of stockholder interests.
Highlights of our corporate governance include:
| | | | | | | | | | | | | | | | | |
| | | | | |
| DIRECTOR ELECTIONS | | | We hold an annual election of all directors. We also have a majority voting standard and a director resignation policy in uncontested director elections. | |
| | | | | |
| | | | | |
| STOCKHOLDER ENGAGEMENT | | | We value multiple touchpoints with our stockholders by engaging with them and soliciting their feedback regularly throughout the year. We are dedicated to maintaining open communication with our shareholders and believe regular and proactive engagement is essential to understanding their perspectives and addressing their concerns. In 2024, the Company engaged with shareholders representing approximately 75% of our outstanding shares. In addition, we consistently host annual investor events and issue press releases disclosing our season-to-date performance metrics to promote transparency and provide our stockholders with an ongoing pulse of our performance. We also include detailed public disclosures on our governance practices, executive compensation, and sustainability efforts, and provide regular updates on our website to ensure shareholders have access to timely and relevant information. | |
| | | | | |
| | | | | |
| CORPORATE GOVERNANCE POLICIES | | | The Company has adopted meaningful policies, including stock ownership guidelines for non-employee directors and executive officers to help align their interests with those of our stockholders, an anti-hedging policy for all directors and executive officers, and a clawback policy applicable to executive officers for both cash and equity-based incentive awards. | |
| | | | | |
| | | | | |
| DIRECTOR INDEPENDENCE | | | All of our director nominees are independent except for Mr. Katz and Ms. Lynch and all of our Audit, Compensation, and Nominating & Governance Committee members are independent. Executive sessions of independent directors are held at regularly scheduled Board meetings, which are led by our Lead Independent Director. | |
| | | | | |
Awards and Recognition
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
| Newsweek
Most Admired Workplaces | | Newsweek
Most Trustworthy
Companies | | TIME Magazine -
America's Best Midsize Companies | | Fast Company Most
Innovative Companies -
My Epic Gear | |
| Vail Resorts has been named by Newsweek as one of America’s Most Admired Workplaces of 2025. Developed in partnership with Plant-A Insights, this award looked at the “inspirational” and “aspirational” factors and performance of more than 400 companies. | | Ranked via an independent survey thanks to a partnership with Newsweek and Statista, the Most Trustworthy Companies list identifies public and private companies across 23 industries, based on the evaluations of 25,000 Americans. Companies are ranked on customer, investor, and employee trust. | | Identified based on three dimensions using more than 15 different criteria, the inaugural TIME Magazine’s America’s Best Midsize Companies list recognizes Vail Resorts' efforts to grow and excel in sustainability transparency, employee satisfaction, and revenue growth. | | Fast Company’s Most Innovative Companies recognizes the world’s most revolutionary ideas and technologies that promise to transform the world across 58 industries and sectors. For launching a first-of-its-kind ski gear membership program, Vail Resorts is one of the most innovative travel companies of 2024. | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| Skift IDEA Awards -
DEI Champion, Epic
for Everyone Inclusive
Access Programs | | National Ski Areas Association
Marketing Awards -
The Mountains are for
Everyone, The Gondola
Gallery by Epic | | Mountain Travel
Symposium
Summit Awards -
Epic Wellness | |
| Skift is an internationally regarded travel publication, and the IDEA Awards, the travel industry’s most coveted award for excellence in design, creativity, and innovation, once again celebrates the brands and businesses that are redefining the future of travel. The DEI Champion Award project recognizes companies leading the way in fostering positive social change and committed to making a lasting impact beyond travel. | | The Mountains are for Everyone Award recognizes the ski area or resort group that has made inclusion a priority for guests and/or staff. The Gondola Gallery by Epic was recognized for incorporating authentic representation and messaging that make clear the mountains are for everyone. | | The MTS Summit Awards presented by United, recognizes programs that focused on corporate responsibility, aligning with United’s “Good Leads the Way” campaign. Nominations were received in the areas of employee advocacy, sustainability, DEI, community service, and more. | |
Director Nominees (page 11) The following table provides summary information about each director nominee. Each director stands for election annually. Detailed information about each director nominee’s background, skill set, and areas of experience can be found beginning on page 11. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Committee Memberships | |
| Director Nominee | Director
Since | Primary Occupation and Experience | Independent | Audit | Comp | N&G | Exec | |
| | | | | | | | | |
| Reginald Chambers | 2024 | Executive Vice President and Chief Transformation Officer, Teachers Insurance and Annuity Association of America | Yes | F | | | | |
| |
| Susan L. Decker | 2015 | CEO and Co-Founder of Raftr and Principal of Deck3 Ventures LLC | Yes | | n | | | |
| |
| Robert A. Katz | 1996 | Executive Chairperson of the Board and former CEO, Vail Resorts, Inc. | No | | | | n | |
| |
| Iris Knobloch | 2024 | President, Cannes Film Festival | Yes | | n | | | |
| |
| Kirsten A. Lynch | 2021 | CEO, Vail Resorts, Inc. | No | | | | n | |
| |
| Nadia N. Rawlinson | 2019 | Co-Owner and Operating Chairman, WNBA Chicago Sky | Yes | | Chair | | | |
| |
| John Redmond | 2008 | Former CEO, Allegiant Travel Company | Yes | F | | | | |
| |
| Michele Romanow | 2016 | Co-Founder and Executive Chairman, Clearco | Yes | | n | | | |
| |
| Hilary Schneider | 2010 | Strategic Advisor to the Board, Shutterfly, LLC | Yes | | n | | | |
| |
| D. Bruce Sewell♦ | 2013 | Former SVP, General Counsel and Secretary, Apple Inc. | Yes | F | | n | n | |
| |
| John F. Sorte | 1993 | Executive Chairman of Morgan Joseph TriArtisan Group, Inc. | Yes | Chair
F | | n | n | |
| |
| Peter A. Vaughn | 2013 | Founding and Managing Director, Vaughn Advisory Group, LLC | Yes | n | | Chair | | |
| |
| Fiscal 2024 Meetings: | | | 4 | 3 | 1 | 1 | |
| | | | | | | | | | | | | | | | | |
Audit – Audit Committee | Comp – Compensation Committee | N&G – Nominating & Governance Committee | Exec – Executive Committee | F – Audit Committee Financial Expert | ♦ – Lead Independent Director |
The Board held four meetings during fiscal 2024. Each of our then-serving directors attended at least 75% of the meetings held by the Board and Board committees on which he or she served during the fiscal year.
Board Composition
Our twelve director nominees have an effective mix of skills, experience, background and diversity of perspective.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
| GLOBAL LEADERSHIP (12/12 nominees) n n n n n n n n n n n n | | | INNOVATION & TECHNOLOGY (8/12 nominees) n n n n n n n n n n n n | | | TRAVEL & LEISURE (7/12 nominees) n n n n n n n n n n n n | |
| | | | | | | | |
| | | | | | | | |
| FINANCIAL EXPERTISE (7/12 nominees) n n n n n n n n n n n n | | | INTERNATIONAL (11/12 nominees) n n n n n n n n n n n n | | | SALES & MARKETING (6/12 nominees) n n n n n n n n n n n n | |
| | | | | | | | |
Executive Compensation Highlights (see page 43) Under our executive compensation program, a significant portion of the CEO’s (approximately 85%) and other named executive officers’ (approximately 66%) annual target total direct compensation is variable based upon our operating performance and/or our stock price, as shown below:
| | | | | | | | | | | |
| CEO FISCAL 2024 TOTAL TARGET DIRECT COMPENSATION | OTHER NEO FISCAL 2024 TOTAL TARGET DIRECT COMPENSATION(1) |
(1)Excludes compensation for Mr. Shapiro whose departure from the Company as Executive Vice President, General Counsel and Secretary was effective February 23, 2024.
In addition, for fiscal 2024, we engaged in (or refrained from) certain pay practices with respect to our named executive officer compensation program that we believe align with market best practices:
| | | | | | | | | | | |
| What We Do | What We Don't Do |
| | | |
| ü | Annual Advisory Vote to Approve Executive Compensation | û | No Excessive Perquisites |
| ü | Independent Compensation Committee | û | No Tax Gross-Ups on Perquisites, Except for Standard Relocation Benefits |
| ü | Significant Portion of Executive Compensation Tied to Performance | û | No Excise Tax Gross-Ups |
| ü | Significant Portion of Executive Compensation Delivered in the Form of Long-Term Equity-Based Incentives | û | No Automatic Salary Increases or Guaranteed Bonuses |
| ü | Market Alignment of Compensation but with Greater Emphasis on At-Risk Compensation | û | No “Single Trigger” Automatic Payments, Benefits, or Equity Vesting Upon a Change in Control |
| ü | Independent Compensation Consultant | û | No Hedging or Pledging |
| ü | Clawback Policy | û | No Equity Repricing |
| ü | Stock Ownership Guidelines | û | No Pension Plans or SERPs |
| ü | Use of Tally Sheets | | |
| ü | Annual Risk Assessment | | |
Voting Matters and Board Recommendation
The following table summarizes the proposals to be considered at the annual meeting and the Board’s voting recommendation with respect to each proposal.
| | | | | | | | | | | | | | |
| Management Proposals | Board Vote
Recommendation | Page
Reference |
| | | | |
| 1 | Election of the twelve directors named in this proxy statement, each for a one-year term expiring in 2025 | FOR EACH
NOMINEE | |
| 2 | Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2025 | FOR | |
| 3 | Advisory vote to approve executive compensation | FOR | |
| 4 | Vote to approve the Vail Resorts, Inc. 2024 Omnibus Incentive Plan | FOR | |
Election of Directors (Proposal No. 1)
We are asking stockholders to elect each of our nominees for the Board named in this proxy statement. Our nominees are: Reginald Chambers, Susan L. Decker, Robert A. Katz, Iris Knobloch, Kirsten A. Lynch, Nadia N. Rawlinson, John Redmond, Michele Romanow, Hilary Schneider, D. Bruce Sewell, John F. Sorte, and Peter A. Vaughn. If elected, each director nominee will serve as a director for a one-year term that expires in at the 2025 Annual Meeting of Stockholders.
Ratification of PricewaterhouseCoopers LLP as Independent Auditor (Proposal No. 2)
We are asking stockholders to ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2025. The Audit Committee has selected, and the Board has ratified the selection of, PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for fiscal 2025. Set forth below is information about its fees in fiscal 2024 and fiscal 2023.
| | | | | | | | | | | | | | |
| Type of fees | 2024
($) | 2023
($) | |
| | | | |
| Audit fees | 4,208,000 | | 3,945,000 | | |
| Tax fees | — | | 190,000 | | |
| Other fees | 19,000 | | 2,000 | | |
| Total | 4,227,000 | | 4,137,000 | | |
Advisory Vote to Approve Executive Compensation (Proposal No. 3)
We are asking stockholders to cast an advisory, non-binding vote to approve compensation awarded to our named executive officers. The primary objective of our executive compensation program is to emphasize pay-for-performance by incentivizing our executive officers and senior management to drive superior results and generate stockholder value. Additional information regarding our executive compensation may be found elsewhere in this proxy statement.
Vote to Approve the Vail Resorts, Inc. 2024 Omnibus Incentive Plan (Proposal No. 4)
We are asking stockholders to cast a vote to approve our 2024 Omnibus Incentive Plan, referred to in this proxy statement as the "2024 Plan." If approved by stockholders at our annual meeting, the 2024 Plan will replace our 2015 Omnibus Incentive Plan as our vehicle for equity compensation awards.
EXPERIENCE OF A LIFETIME™
PROXY STATEMENT FOR THE
2024 ANNUAL MEETING
OF STOCKHOLDERS
We are providing these proxy materials in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Vail Resorts, Inc. (“we,” “us,” “Vail Resorts,” or the “Company”) to be voted at our annual meeting, which will take place on Wednesday, December 5, 2024 at 9:00 a.m., Mountain Time, via a live virtual stockholder meeting, and at any adjournment or postponement thereof. As a stockholder, you are invited to attend the annual meeting and are requested to vote on the items of business described in this proxy statement
In accordance with the “notice and access” rules and regulations of the Securities and Exchange Commission ("SEC"), instead of mailing a printed copy of our proxy materials to each stockholder of record or beneficial owner, we are furnishing proxy materials, which include our proxy statement and annual report, to our stockholders over the internet. Because you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials, unless you have previously made a permanent election to receive these materials in hard copy or unless you request a printed copy as described below. Instead, the Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review all of the important information contained in the proxy materials. The Notice of Internet Availability of Proxy Materials also instructs you as to how you may submit your proxy. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials you should follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials.
It is anticipated that the Notice of Internet Availability of Proxy Materials will be mailed, and this proxy statement will be made available, to stockholders on or about October 23, 2024.
PROPOSAL 1: ELECTION OF DIRECTORS
At the annual meeting, twelve directors will be nominated for election to the Board to serve for the next year and until their respective successors are elected and qualified. The nominees are Mses. Decker, Knobloch, Lynch, Rawlinson, Romanow, and Schneider, and Messrs. Chambers, Katz, Redmond, Sewell, Sorte, and Vaughn. Each of the nominees is currently a director of the Company and all nominees were previously elected by stockholders, except for Ms. Knobloch, who joined the Board on February 6, 2024, and Mr. Chambers, who joined the Board on March 11, 2024. Ms. Knobloch and Mr. Chambers were identified to be directors of the Company by a search firm hired by the Nominating & Governance Committee, and after a thorough review and interview process conducted by such committee, were appointed to be directors of the Company.
The persons named as proxies in the accompanying proxy, who have been designated by the Board, intend to vote, unless otherwise instructed in such proxy, “FOR” the election of Mses. Decker, Knobloch, Lynch, Rawlinson, Romanow, and Schneider, and Messrs. Chambers, Katz, Redmond, Sewell, Sorte, and Vaughn as directors. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee, if any, proposed by the Board. Each person nominated for election has agreed to serve if elected. Our Board has no reason to believe that any nominee will be unable to serve. The proxies solicited by this proxy statement may not be voted for more than twelve nominees.
Information with Respect to Nominees
The Nominating & Governance Committee is committed to maintaining a diverse and independent Board that reflects a broad mix of skills, knowledge, perspective, leadership, age, experience, and diversity among directors in order to ensure that the Board has the ability to perform its oversight function effectively, which we believe enhances oversight abilities of the Company's strategy and operations. The Nominating & Governance Committee has determined that the Board will be comprised of individuals who meet the highest possible personal and professional standards. Our director nominees should have broad experience in management, policymaking and/or finance, relevant industry knowledge, business creativity, and vision. They should also be committed to enhancing stockholder value and should be able to dedicate sufficient time to effectively carry out their duties.
Many factors are considered by the Nominating & Governance Committee when determining the eligibility of candidates for nomination as director. The Nominating & Governance Committee does not have a formal diversity policy; however, in connection with the annual nomination process, the Nominating & Governance Committee considers the diversity of candidates to ensure that the Board is comprised of highly-qualified individuals with a broad range of experiences and backgrounds who can contribute to the Board’s overall effectiveness in carrying out its responsibilities. The Nominating & Governance Committee recognizes that diversity in gender, race, ethnicity, and professional experience enhances the Board’s ability to provide comprehensive oversight and the Nominating & Governance Committee assesses the effectiveness of its efforts at achieving a diverse Board when it annually evaluates the Board’s composition.
The Nominating & Governance Committee considers the following specific characteristics in making its nominations for our Board: independence, wisdom, integrity, understanding and general acceptance of the Company’s corporate philosophy, business or professional knowledge and experience that can bear on the Company’s and the Board’s challenges and deliberations, proven record of accomplishment with excellent organizations, inquiring mind, willingness to speak one’s mind, ability to challenge and stimulate management, future orientation, willingness to commit time and energy, diversity, and international/global experience.
The Nominating & Governance Committee believes it is important to use a broad range of practices to ensure effective board composition and refreshment, with a balance between short-, medium-, and long-tenured directors. The Nominating & Governance Committee nominates new directors from time to time so the Board reflects a broad mix of skills, knowledge, perspective, leadership, age, experience, and diversity among directors in order to ensure that the Board has the ability to perform its oversight function effectively, which we believe enhances oversight abilities of the Company's strategy and operations. The Nominating & Governance Committee does not believe there is a direct correlation between a director's age
and their ability to contribute effectively to the Board. As such, after reviewing evolving views on board composition and refreshment, and considering input from shareholders, the Board removed the director retirement age from our Corporate Governance Guidelines in 2024.
We were pleased to welcome Iris Knobloch and Reginald Chambers to serve on our Board in 2024. Ms. Knobloch's extensive experience in Europe adds global business expertise to our Board, which is important to our international expansion strategy. Mr. Chambers joined us with a proven track record of driving strong financial performance and business transformation. His extensive financial acumen provides valuable insights as we continue to drive the Company's strategic initiatives. These additions to our Board underscore our commitment to aligning board skills and experiences with our strategic priorities.
At the annual meeting, director nominees will stand for election for one-year terms, expiring at the 2025 Annual Meeting of Stockholders. The following sets forth the name and age of each director, identifies whether the director is currently a member of the Board, lists all other positions and offices, if any, now held by him or her with the Company, and specifies his or her principal occupation during at least the last five years.
| | | | | | | | |
| Director Nominee | | |
| | |
REGINALD CHAMBERS Executive Vice President and Chief Transformation Officer, Teachers Insurance and Annuity Association of America Independent Age: 48 Director Since:
March 2024 Committees:
Audit | Business Experience, Other Directorships and Qualifications Mr. Chambers is an Executive Vice President and the Chief Transformation Officer at the Teachers Insurance and Annuity Association of America ("TIAA"), a financial services organization and private provider of financial retirement services in the academic, research, medical, cultural, and governmental fields since September 2023. From May 2017 to September 2023, he held various senior executive roles at JPMorgan Chase & Co., a financial holding company that offers consumer and commercial banking, investment banking, financial transaction processing, and asset management solutions, including having been Head of Investor Relations for the firm and serving most recently as Chief Financial Officer and Head of Strategy for Commercial Baking. Prior to joining JPMorgan Chase, Mr. Chambers served in the Strategy and Corporate Finance practice at McKinsey & Company, a global management consulting firm, from 2013 to 2017. In 2011, Mr. Chambers was appointed by President Obama as a White House Fellow at the White House National Economic Council, a position he held until 2012. Before serving in the White House, Mr. Chambers was an investor with 3i Group plc, a multinational private equity and venture capital firm based in London, United Kingdom, from 2008 to 2011, serving as Head of North American Infrastructure; and Vice President in the Global Energy Group of the Investment Banking Division of Citigroup Inc., a diversified financial services holding company that provides a broad range of financial services to consumer and corporate customers, from 2006 to 2008. From 2001 to 2006, Mr. Chambers was a corporate lawyer first in Madrid, Spain, with Uria Menendez Abogados, S.L.P., an international Spanish law firm, from 2001 to 2002, and then with Simpson Thacher & Bartlett LLP, an international law firm headquartered in New York City, from 2002 to 2006. Mr. Chambers received his JD from Harvard Law School and an AB in Political Science, Spanish, and Markets & Management from Duke University. Key Skills and Qualifications: àLeadership and Finance experience—senior executive at a financial services organization and private provider of financial retirement services (TIAA); formerly held several senior executive roles at a diversified financial services company (JPMorgan Chase); former White House Fellow at the White House National Economic Council (White House); former Vice President at a diversified financial services holding company (Citigroup) àInternational experience—formerly an international corporate law associate in Madrid, Spain, with a large Spanish law firm (Uria Menendez Abogados); formerly in the Strategy and Corporate Finance practice at a global management consulting firm (McKinsey & Co.); former private equity investor at a multinational private equity and venture capital company headquartered in London, United Kingdom (3i Group plc); former attorney at an international law firm (Simpson Thacher & Bartlett LLP) | |
| | |
| | | | | | | | |
| Director Nominee | | |
| | |
SUSAN L. DECKER CEO and Co-Founder,
Raftr Independent Age: 61 Director Since:
September 2015 Committees:
Compensation Current Public Directorships:
Berkshire Hathaway, Inc.
Costco Wholesale Corporation | Business Experience, Other Directorships and Qualifications Ms. Decker is CEO and co-founder of Raftr, a Community Engagement Platform which was launched in 2021. In addition, Ms. Decker is the principal of Deck3 Ventures LLC, a privately held consulting and advisory firm, a position she has held since 2009. Ms. Decker currently serves on the boards of directors of Berkshire Hathaway Inc. and Costco Wholesale Corporation and of private corporations Automattic, Chime Financial, and Vox Media, Inc. She previously served on the board of directors of Intel Corporation, Pixar, InterPrivate II Acquisition Corp., and Momentive Inc. (formerly SurveyMonkey). During the 2009 - 2010 academic year, Ms. Decker served as Entrepreneur-in-Residence at Harvard Business School. Prior to that, from June 2000 to April 2009, she held various executive management positions at Yahoo! Inc., a global Internet brand, including President (June 2007 to April 2009), head of the Advertiser and Publisher Group (December 2006 to June 2007) and Chief Financial Officer (June 2000 to June 2007). Prior to joining Yahoo!, she spent 14 years with Donaldson, Lufkin & Jenrette ("DLJ"), most recently as Managing Director, global equity research (1998 - 2000), and previously as an equity research analyst, covering publishing and advertising stocks from 1986 to 1998. Key Skills and Qualifications: àLeadership and Finance experience—former lead director of an international manufacturer of microprocessors and chipsets (Intel); current principal of corporate advisory firm (Deck3); former president and CFO of large public global technology company (Yahoo!); former entrepreneur-in-residence for leading business school (Harvard); former global director of equity research for an investment bank (DLJ) àTechnology and International experience—director of a large, diverse multinational conglomerate (Berkshire); director of a financial technology and mobile banking company (Chime); director of a leading global retailer (Costco); former director of an international manufacturer of microprocessors and chipsets company (Intel); leadership positions at large public global technology company (Yahoo!); former director of global equity research for an investment bank (DLJ); former director of a cloud-based software as a service (SaaS) company (Momentive); CEO & co-founder of a community experience platform (Raftr) | |
| | |
| | | | | | | | |
| Director Nominee | | |
| | |
ROBERT A. KATZ Executive Chairperson of the Board, Vail Resorts Inc., Since November 2021 Chairperson of the Board, Vail Resorts Inc., From March 2009 to November 2021 Age: 57 Director Since:
June 1996 Committees:
Executive Current Public Directorships:
Yeti Holdings, Inc. | Business Experience, Other Directorships and Qualifications Mr. Katz is the Executive Chairperson of the Board of Vail Resorts. Mr. Katz served as Chairperson from March 2009 until November 2021, at which point he was appointed as Executive Chairperson. He previously served as Lead Director from June 2003 until his appointment as Chief Executive Officer in February 2006. Mr. Katz served as Chief Executive Officer until November 2021. Mr. Katz has served on the Board of Directors of Vail Resorts since 1996 and has been involved with the Company since 1991. Prior to becoming the Chief Executive Officer, he was associated with Apollo Management L.P., a private equity investment firm, since its founding in 1990. Mr. Katz and his wife are the founders and board members of the Katz Amsterdam Foundation, which works to address systemic injustice and racial and social disparities in mental health, reproductive health, and civic engagement. Mr. Katz currently serves on the board of directors of Yeti Holdings, Inc. and on the Wharton Leadership Advisory Board. He has previously served on numerous private, public and non-profit boards. Key Skills and Qualifications: àLeadership, Industry and Marketing experience—professional association with Vail Resorts began in 1991 and has been involved with all major strategic decisions for over three decades; CEO from February 2006 to November 2021 with unique insight and information regarding the Company’s strategy, operations and business, and experience with global branding, development, and strategy, as well a unique historical perspective into the operations and vision for the Company (Vail Resorts) àFinance experience—former CEO of large public company (Vail Resorts); former senior partner at large private equity investment firm (Apollo) | |
| | |
| | | | | | | | |
| Director Nominee | | |
| | |
IRIS KNOBLOCH President, Cannes Film Festival Independent Age: 61 Director Since:
February 2024 Committees:
Compensation Current Public Directorships: Accor SA Deezer SA Lazard, Inc. | Business Experience, Other Directorships and Qualifications Ms. Knobloch has served as the President of the Cannes Film Festival, an annual film festival, since July 2022. From June 2021 to July 2022, Ms. Knobloch was the Chief Executive Officer and Chairwoman of I2PO SA, a special purpose acquisition company that merged with Deezer SA. Before joining I2PO, Ms. Knobloch was a senior executive with WarnerMedia, an American multinational media and entertainment conglomerate, and its predecessor companies from January 1996 to June 2021, serving most recently as President of WarnerMedia in Frane, Germany, the Benelux, Austria, and Switzerland. Previously, Ms. Knobloch was an attorney with the law firms of Norr, Stiefenhofer & Lutz and with O'Melveny & Myers in Munich, New York, and Los Angeles from 1992 until 1996. Ms. Knobloch has served as Chairwoman of the board of directors at Deezer SA, a French music worldwide streaming service, since July 2022; Vice Chairman and Lead Independent Director of the board of directors of Accor SA, a French multinational hospitality company, since April 2013; and a member of the board of directors of Lazard, Inc., a financial advisory and asset management firm, since April 2018. She was a member of the board of directors of LVMH Moet Hennessy Louis Vuitton SE, a French multinational holding company and conglomerate specializing in luxury goods, from April 2019 to July 2021 and Central European Media Enterprises Ltd, a media and entertainment company that operates television channels in central Europe, from April 2014 to June 2018. Ms. Knobloch served as a member of the supervisory board of Axel Springer SE, a German multinational media company, from April 2018 to December 2019. Ms. Knobloch received her JD from Ludwig-Maximilians-Universitaet and an LLM from New York University. Key Skills and Qualifications: àLeadership experience—President of an annual film festival (Cannes Film Festival); former Chief Executive Officer and Chairwoman of a special purpose acquisition company (I2PO); former senior executive with an American multinational media and entertainment conglomerate (WarnerMedia); director of Accor, Deezer, and Lazard; former director of LVMH Moet Hennessy Louis Vuitton, Axel Springer, and Central European Media Enterprises àIndustry experience—former Chief Executive Officer and Chairwoman of a special purpose acquisition company dedicated to the entertainment and leisure industry (I2PO); director of a French multinational hospitality company that owns, manages, and franchises hotels, resorts, and vacation properties (Accor); former director of a French multinational holding company and conglomerate specializing in luxury goods (LVMH Moet Hennseey Louis Vuitton) àInternational experience—public company directorships with international operations (Accor, Deezer, Lazard, LVMH Moet Hennessy Louis Vuitton, and Central European Media Enterprises); senior leadership roles in France, Germany, the Benelux, Austria, and Switzerland (Cannes Film Festival, I2PO, and WarnerMedia) | |
| | |
| | | | | | | | |
| Director Nominee | | |
| | |
KIRSTEN A. LYNCH Chief Executive Officer,
Vail Resorts, Inc. Age: 56 Director Since:
November 2021 Committees: Executive | Business Experience, Other Directorships and Qualifications Ms. Lynch has served as Chief Executive Officer and director of Vail Resorts since November 2021, and previously served for ten years as the as Executive Vice President and Chief Marketing Officer. From March 2018 to May 2022, Ms. Lynch served as a director of Stitch Fix, Inc., a publicly traded e-commerce company focused on personalized data-driven fashion. Prior to joining the Company in 2011, Ms. Lynch was with PepsiCo, Inc., where she was Chief Marketing Officer of the Quaker Foods and Snacks Division from 2009 to 2011, leading the brand marketing, consumer insights, and shopper marketing organization. Prior to PepsiCo, Kirsten worked for Kraft Foods for 12 years in various positions including Vice President of Marketing for Kraft Foods’ Cheese and Dairy Business Unit and Senior Marketing Director for Kraft Macaroni & Cheese. Ms. Lynch started her career with Ford Motor Company in marketing and sales. Key Skills and Qualifications: àLeadership experience—professional association with Vail Resorts began in 2011; CEO and director of Vail Resorts since November 2021; former executive vice president and Chief Marketing Officer of a large public company (Vail Resorts); former Chief Marketing Officer at multinational food and beverage corporation (PepsiCo); former vice president of marketing for large food manufacturing conglomerate (Kraft); former director at publicly traded e-commerce company (Stitch Fix) àIndustry and Marketing experience—former Chief Marketing Officer at two major corporations leading brand marketing and consumer insights across the enterprises (Vail Resorts, PepsiCo); multiple marketing positions, including vice president, overseeing various product divisions (Kraft); marketing and sales at multinational automobile manufacturer (Ford) àFinance experience—current CEO of large public company (Vail Resorts) | |
| | |
| | | | | | | | |
| Director Nominee | | |
| | |
NADIA N. RAWLINSON Co-Owner and Operating Chairman,
WNBA Chicago Sky Independent Age: 45 Director Since:
December 2019 Committees: Compensation (Chair) | Business Experience, Other Directorships and Qualifications Ms. Rawlinson is currently a co-owner and the Operating Chairman of the WNBA franchise Chicago Sky. In her capacity as Operating Chairman, Ms. Rawlinson leads the ownership group and oversees all business operations, strategy, and government relations. Additionally, Ms. Rawlinson is a Venture Advisor at GV, the venture capital arm of Alphabet Inc. With $8 billion under management, GV invests in early-stage consumer, life sciences, enterprise, and frontier technology companies. Before joining GV, she built a robust career in human resources and was the Chief People Officer of Slack Technologies, Inc., a leading channel-based messaging platform, where she was responsible for shaping the future of work and overseeing human resources strategy. From June 2016 to September 2020, she was the Chief Human Resources Officer at Live Nation Entertainment, leading HR for the company’s 35,000 full time and seasonal employees. Ms. Rawlinson also worked as the Chief Human Resources Officer at Rakuten Americas, part of Japan-based Rakuten Group, one of the largest Internet services companies in the world. Early in her career, she operated in both HR and Business leadership roles at Groupon, American Express, and Google. Ms. Rawlinson is currently a director at J.Crew Group, Inc. serving as a member of the compensation committee, and a board member of the international NGO Save the Children. Ms. Rawlinson currently serves on the Stanford University Board of Trustees. Ms. Rawlinson received her BA from Stanford University and MBA from Harvard Business School. Key Skills and Qualifications: àLeadership experience—former Chief People Officer of leading channel-based messaging platform (Slack); former Chief Human Resources Officer of a Fortune 500 live music entertainment company (Live Nation); former Chief Human Resources Officer of a large international Internet services company (Rakuten Americas); leadership positions at various technology and financial services companies (Groupon, American Express) àIndustry and Technology experience—former Chief Human Resources Officer of large international e-commerce and software as a service (SaaS) technology companies (Rakuten Americas, Slack Technologies) àFinance experience—current Venture Adviser at GV | |
| | |
| | | | | | | | |
| Director Nominee | | |
| | |
JOHN REDMOND Former CEO,
Allegiant Travel Company Independent Age: 66 Director Since:
March 2008 Committees: Audit | Business Experience, Other Directorships and Qualifications Mr. Redmond served as the CEO of Allegiant Travel Company from June 2022 to September 2023, and also served as a director of Allegiant. Before Mr. Redmond’s time as CEO, Mr. Redmond was the President of Allegiant Travel Company from September 2016 to June 2022. Prior to joining Allegiant, Mr. Redmond was the Managing Director and Chief Executive Officer of Echo Entertainment Group Limited, a leading Australian entertainment and gaming company, from January 2013 to April 2014, and previously served as a non-executive director from March 2012 to January 2013. Mr. Redmond was President and Chief Executive Officer of MGM Grand Resorts, LLC, a collection of resort-casino, residential living, and retail developments, and a director of its parent company, MGM Resorts International, from March 2001 to August 2007. He served as Co-Chief Executive Officer and a director of MGM Grand, Inc. from December 1999 to March 2001. Mr. Redmond was President and Chief Operating Officer of Primm Valley Resorts from March 1999 to December 1999 and Senior Vice President of MGM Grand Development, Inc. from August 1996 to February 1999. Prior to 1996, Mr. Redmond was Senior Vice President and Chief Financial Officer of Caesars Palace and Sheraton Desert Inn, having served in various other senior operational and development positions with Caesars World, Inc. Mr. Redmond previously served on the board of directors of Tropicana Las Vegas Hotel and Casino, Inc. Key Skills and Qualifications: àLeadership and Finance experience—former CEO of large public entertainment and gaming company (Echo); former senior officer and director of large public entertainment and gaming company (MGM); former CEO and director of leisure travel company (Allegiant) àIndustry and International experience—former CEO and director of leisure travel company (Allegiant); former CEO of large public entertainment and gaming company (Echo); former senior officer and director of large public entertainment and gaming company (MGM) | |
| | |
| | | | | | | | |
| Director Nominee | | |
| | |
MICHELE ROMANOW Co-Founder and Executive Chairman,
Clearco Independent Age: 39 Director Since:
October 2016 Committees: Compensation | Business Experience, Other Directorships and Qualifications Ms. Romanow is the Co-Founder and Executive Chairman of Clearco (formerly Clearbanc), a technology company changing the way companies raise money by providing fast, affordable growth capital to online brands. She transitioned from CEO to Executive Chairman of Clearco in January 2023. Clearco has invested $5 billion into more than 10,000 companies in 13 countries. Clearco is headquartered in Toronto, Canada. Previously, Ms. Romanow was the Co-Founder of Snap by Groupon (previously SnapSaves), which was founded in March 2012 and acquired by Groupon, Inc. in June 2014. She served as a senior marketing executive for Groupon from June 2014 until March 2016. In February 2011, Ms. Romanow founded Buytopia.ca, a Canadian e-commerce leader. Prior to that, she was Director of Corporate Strategy & Business Improvement for Sears Canada. Ms. Romanow is also one of the venture capitalists on the award-winning CBC series Dragons’ Den. Ms. Romanow is currently a member of the strategic advisory board at Great Gulf, a group of commercial real estate companies, and a member of the advisory board at the Queen's University School of Business. Ms. Romanow was previously a member of the board of directors of Whistler Blackcomb, which was acquired by Vail Resorts in October 2016, SHAD, a Canadian charity for high school students, Freshii Inc., a publicly listed Canadian fast casual restaurant franchise, League of Innovators, a Canadian charity, and BBTV Holdings Inc., a Canadian media and technology company. She holds a Bachelor of Science in Engineering and a Master of Business Administration from Queen’s University. Key Skills and Qualifications: àLeadership experience—Co-founder and Executive Chairman of Clearco; former CEO of Clearco; co-founder of SnapSaves (now Snap by Groupon) and former head of marketing of Snap by Groupon; co-founder and former partner of Buytopia.ca; former director of Freshii; former director of Whistler Blackcomb; former director of BBTV àTechnology and Marketing experience—former senior marketing executive (Groupon); co-founder of three technology companies (Clearco, SnapSaves and Buytopia.ca) | |
| | |
| | | | | | | | |
| Director Nominee | | |
| | |
HILARY SCHNEIDER Strategic Advisor to the Board,
Shutterfly, LLC Independent Age: 63 Director Since:
March 2010 Committees: Compensation Current Public Directorships:
DigitalOcean, Inc. Sleep Number Corporation | Business Experience, Other Directorships and Qualifications Ms. Schneider is currently a Strategic Advisor to the Board of Directors of Shutterfly, LLC, a leading digital retailer and manufacturer of personalized products and services. She was Chief Executive Officer and Chair of the Board of Directors of Shutterfly from January 2020 to June 2023. From January 2018 to November 2019 she served as CEO of Wag!, the country's largest on-demand mobile dog walking and dog care service. Prior to that, Ms. Schneider served as the CEO of LifeLock, Inc., a leading provider of identity theft protection, identity risk assessment, and fraud protection services, a position she held from March 2016 until the acquisition of LifeLock by Symantec in February 2017. From September 2012 to February 2016, she served as the President of LifeLock, Inc. From March 2010 to November 2010, Ms. Schneider served as Executive Vice President at Yahoo! Americas. She joined Yahoo! in September 2006 when she led the company’s U.S. region, Global Partner Solutions and Local Markets and Commerce divisions. Prior to joining Yahoo!, she held senior leadership roles at Knight Ridder, Inc., from April 2002 to January 2005, including Chief Executive Officer of Knight Ridder Digital before moving to co-manage the company's overall newspaper and online business. From 2000 to 2002, Ms. Schneider served as President and CEO of Red Herring Communications. She also held numerous roles at Times Mirror from 1990 through 2000, including President and CEO of Times Mirror Interactive and General Manager of the Baltimore Sun. Ms. Schneider serves on the board of directors of DigitalOcean, Inc., a cloud-based service provider, Sleep Number Corporation, a wellness technology company, Getty Images, Inc. a visual media company, Water.org, a non-profit organization, and the American Journalism Project, a local news venture philanthropy. Ms. Schneider was also previously a member of the board of directors of LifeLock, Inc. and SendGrid, Inc. Key Skills and Qualifications: àLeadership experience—former CEO of leading digital retailer and personalized products manufacturer (Shutterfly, LLC), former CEO of an on-demand dog walking and dog care company (Wag!), former director, President and CEO of large public identity and fraud protection company (LifeLock); leadership positions at large public global technology company (Yahoo!) àIndustry and Marketing experience—former president and CEO of large public identity and fraud protection company (LifeLock); leadership positions at large public global technology company (Yahoo!); former director of a SaaS-based multi-channel engagement platform (SendGrid); senior advisor to large private equity investment firm (TPG) | |
| | |
| | | | | | | | |
| Director Nominee | | |
| | |
D. BRUCE SEWELL Former Senior Vice President, General Counsel & Secretary,
Apple, Inc. Independent Lead Independent Director Since June 2019 Age: 66 Director Since:
January 2013 Committees: Audit, Executive, Nominating & Governance Current Public Directorships:
C3.ai, Inc. | Business Experience, Other Directorships and Qualifications From September 2009 until December 2017, Mr. Sewell was Senior Vice President, General Counsel and Secretary of Apple Inc., overseeing all legal matters for Apple, including corporate governance, intellectual property, litigation, and securities compliance, as well as global security operations, privacy, and encryption. Prior to joining Apple, Mr. Sewell served as Senior Vice President, General Counsel of Intel Corporation from 2005 to 2009. He also served as Intel’s Vice President, General Counsel from 2004 to 2005 and Vice President of Legal and Government Affairs, Deputy General Counsel from 2001 to 2004. Prior to joining Intel in 1995 as a senior attorney, Mr. Sewell was a partner in the law firm of Brown and Bain PC. He currently serves on the board of directors and as chair for the nominating & governance committee of C3.ai, Inc., an enterprise artificial intelligence software company, and serves on the board of Clearco, a privately held growth capital technology company. Mr. Sewell also serves on the board of Village Enterprise, a charitable organization focusing on training and creating sustainable businesses in Africa, and is the President and Director of Friends of Lancaster University in America, a non-profit organization supporting higher education. Key Skills and Qualifications: àLeadership and Finance experience—prior General Counsel of a large international public company (Apple); leadership positions at international manufacturer of microprocessors and chipsets (Intel) àTechnology and International experience—prior General Counsel of international public mobile communication, personal computer, software, and media devices company (Apple); leadership positions at international manufacturer of microprocessors and chipsets (Intel); leadership position at cloud-based enterprise Platform as a Service (PaaS) for deployment of big data, AI & IoT software applications (C3.ai) | |
| | |
| | | | | | | | |
| Director Nominee | | |
| | |
JOHN F. SORTE Executive Chairman,
Morgan Joseph TriArtisan Group, Inc. Independent Age: 77 Director Since:
January 1993 Committees: Audit (Chair), Nominating & Governance, Executive | Business Experience, Other Directorships and Qualifications Mr. Sorte is Executive Chairman of Morgan Joseph TriArtisan Group Inc., a merchant bank. Prior to co-founding Morgan Joseph in 2001, he was President of New Street Advisors L.P. He previously held various positions at Drexel Burnham Lambert, including Head of the Energy Group, Co-head of Investment Banking, and Chief Executive Officer and member of the board of directors. Mr. Sorte started his career as an investment banker at Shearson Hammill. Mr. Sorte also serves on the board of directors of Shorts International Ltd. and previously served on the board of directors of Autotote Corp. and Westpoint Stevens Inc., as well as several private companies and non-profit organizations. Key Skills and Qualifications: àLeadership and Finance experience—Executive Chairman of merchant bank (Morgan Joseph); former President of private equity firm (New Street); prior leadership positions at global investment bank (Drexel) àInternational experience—Executive Chairman of merchant bank with international operations (Morgan Joseph); prior leadership positions at global investment bank (Drexel) | |
| | |
| | | | | | | | |
| Director Nominee | | |
| | |
PETER A. VAUGHN Founding and Managing Director,
Vaughn Advisory Group, LLC Independent Age: 60 Director Since:
June 2013 Committees: Audit, Nominating & Governance (Chair) | Business Experience, Other Directorships and Qualifications Mr. Vaughn is the Founding and Managing Director of the Vaughn Advisory Group, LLC, a privately held company providing advisory and consulting services on global marketing, brand strategy, business strategy, organizational effectiveness, and executive coaching. Since October 2021, he has also served as the Chairman of the Board of Trustees of Vaughn College of Aeronautics and Technology in Queens, New York. From July 2018 to January 2020, Mr. Vaughn served as Chief Experience Officer of Avenues: The World School, a privately held, for-profit global network of independent schools headquartered in New York. From January 2013 through November 2014, he was the Senior Vice President of International Consumer Products and Marketing of the American Express Company, providing strategic marketing leadership for the company’s consumer card-issuing and network businesses in over 160 countries worldwide, with a focus on product line strategy, benefit sourcing and management, product innovation, brand management, communications, and advertising. Previously, he held several senior marketing roles within American Express, including serving as Chief Marketing Officer of Global Network Services from 2011 to January 2013, Senior Vice President of Global Brand Management from 2005 to 2011, Vice President of Marketing for the Travelers Cheque and Prepaid Services Group from 2002 to 2004, Vice President and General Manager of Lending for the Small Business Division in 2001, and Vice President of Acquisition and Advertising for Small Business Services from 1999 to 2001. From 1994 to 1999, he held several positions overseas in the Consumer Services Group of American Express, including Vice President of International Product Development, European Head of Revolving Credit and Lending, and Senior Director of European Product Development. Mr. Vaughn joined American Express in 1992, acting as Director of Marketing for the Consumer Financial Services Group. Key Skills and Qualifications: àLeadership and International experience—former senior global marketing positions and senior business leader in multiple business lines at a global, public financial services company (American Express); executive of global school network (Avenues) àMarketing and Finance experience—principal of privately-held global brand strategy and marketing company (Vaughn Advisory Group); former senior global marketing positions and senior business leader in multiple business lines with operational marketing and profit/loss responsibility at a global, public financial services company (American Express); former senior executive of a global private school network (Avenues) | |
| | |
| | | | | | | | |
| FOR | | The Board of Directors recommends a vote "FOR" the election of each of the nominees named above. |
MANAGEMENT
The Company’s executive officers, as well as additional information with respect to such persons, are set forth below:
| | | | | | | | | | | | | | |
| Name | Age | Position | |
| | | | |
| Robert A. Katz | 57 | Executive Chairperson of the Board | |
| Kirsten A. Lynch | 56 | Chief Executive Officer | |
| Angela A. Korch | 45 | Executive Vice President and Chief Financial Officer | |
| William C. Rock | 59 | President - Mountain Division | |
| Julie A. DeCecco | 52 | Executive Vice President, General Counsel and Chief Public Affairs Officer | |
| Courtney K. Goldstein | 46 | Executive Vice President, Chief Marketing Officer | |
| Gregory J. Sullivan | 53 | Executive Vice President, Retail/Rental & Hospitality | |
For biographical information about Ms. Lynch and Mr. Katz, see “Director Nominees” above.
Angela A. Korch has served as the Company’s Executive Vice President and Chief Financial Officer since December 2022. Ms. Korch rejoined Vail Resorts from CorePower Yoga, where she served as Chief Financial Officer from May 2020 through December 2022. Prior to CorePower Yoga, Ms. Korch spent more than a decade at Vail Resorts in several leadership roles within the Finance Organization, most recently as Vice President of Corporate & Mountain Finance. Prior to Vail Resorts, Angela was an Assistant Portfolio Manager at Muzinich & Company. She earned her MBA in finance from NYU Stern School of Business, is a CFA charter holder, and has a BS degree from Cornell University.
William C. Rock has served as the Company’s President of the Mountain Division since May 2023. Prior thereto, Mr. Rock served as Company’s Executive Vice President of Mountain Operations from June 2021 to May 2023, and from September 2019 until June 2021 served as Senior Vice President and Chief Operating Officer of the Rocky Mountain region with oversight responsibility for Vail Mountain, Beaver Creek, Breckenridge, Keystone, and Crested Butte in Colorado as well as Park City Mountain in Utah. Prior to this role, Mr. Rock was Senior Vice President and Chief Operating Officer of Park City Mountain, a role he began in October 2014. After joining the Company as the Vice President and Chief Operating Officer of Northstar California Resort in 2010, Mr. Rock oversaw operations for the Company’s three resorts in the Tahoe region. Mr. Rock started his career in the mountain resort industry in 1996 at Bristol Mountain in New York as Director of Marketing and subsequently held several leadership roles in the industry.
Julie A. DeCecco has served as the Company’s Executive Vice President, General Counsel, and Secretary since February 2024 and oversees legal, governance, compliance, internal audit, health and safety, and real estate. In October 2024 Ms. DeCecco was appointed Chief Public Affairs Officer, overseeing communications, government and community relations, sustainability and Vail Resorts’ corporate social responsibility platform, EpicPromise. She joined the Company in 2017 as Associate General Counsel and was promoted to Deputy General Counsel in 2018. In these roles, she supported the growth of the mountain division, including the acquisition and legal integration of 30 resorts, led legal support for the Company’s pass portfolio and advance commitment strategies, and was responsible for corporate governance. From 2018 to 2022 Julie also oversaw community relations. Prior to joining the Company, Ms. DeCecco was Vice President, Associate General Counsel at DaVita Inc. and Director, Associate General Counsel at Sun Microsystems Inc. Ms. DeCecco received her JD from the University of Colorado, Boulder, and her BA from UC San Diego.
Courtney K. Goldstein has served as the Company’s Executive Vice President, Chief Marketing Officer since April 2024. From August 2013 until April 2024, she served in progressively more senior leadership roles at Comcast Corporation, including Senior Vice President of Consumer Marketing, Growth, and Engagement. During her ten-year tenure she transformed the consumer experience through data-driven performance marketing and she led ecommerce and digital media. Prior to Comcast, Ms. Goldstein worked for American Express for ten years, including as Vice President of Consumer Card Prospect Acquisition & Customer Marketing Strategy. Ms. Goldstein received her MBA from Columbia University and her BS in Economics from The Wharton School of the University of Pennsylvania.
Gregory J. Sullivan has served as the Company's Executive Vice President of Retail/Rental and Hospitality since October 2022. Prior thereto, Mr. Sullivan served as the Company's Senior Vice President of Retail and Hospitality from June 2021 to October 2022. Mr. Sullivan joined the Company in September 2016 as Chief Operating Officer of Rental and Retail. Prior to joining Vail Resorts, Mr. Sullivan was the Senior Vice President of Global Business Transformation at Crocs, Inc. and before that he held numerous roles in a 20-year career with Walmart, culminating as a Division President, overseeing the Southeast Division based in Atlanta. Mr. Sullivan has previously served on the board of directors for SOS Outreach and as a council member of Executive Leadership Development for the American Diabetes Association.
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
Set forth in the following table is the beneficial ownership of common stock at the close of business on October 8, 2024 for all directors, nominees, named executive officers, and all directors and executive officers as a group as of such date (except as otherwise indicated below).
| | | | | | | | | | | | | | |
| | Common Stock Beneficially Owned | |
| Name of Beneficial Owner | Shares (#) | Percent of Class (%)(1) | |
| | | | |
| Reginald Chambers | — | | * | |
| Susan L. Decker | 8,108 | | * | |
| Robert A. Katz | 245,961 | | * | |
| Iris Knobloch | — | | * | |
| Kirsten A. Lynch | 41,280(2) | * | |
| Nadia N. Rawlinson | 4,361 | | * | |
| John Redmond | 22,573 | | * | |
| Michele Romanow | 7,054 | | * | |
| Hilary Schneider | 15,830 | | * | |
| D. Bruce Sewell | 20,874 | | * | |
| John F. Sorte | 45,111 | | * | |
| Peter A. Vaughn | 8,573 | | * | |
| Julie A. DeCecco | 676 | | * | |
| Courtney K. Goldstein | — | | * | |
| Angela A. Korch | 2,187 | | * | |
| William C. Rock | 8,203(3) | * | |
| David T. Shapiro(4) | 6,704(5) | * | |
| Greg. J. Sullivan | 2,294(6) | * | |
| Directors and current executive officers as a group (17 persons) | 433,085(7) | 1.2 | | |
* Less than 1.0%.
(1)Applicable percentages are based on 37,462,464 shares outstanding on October 8, 2024, adjusted as required by rules promulgated by the SEC. Unless indicated by footnote, the address for each listed director and executive officer is c/o Vail Resorts, Inc., 390 Interlocken Crescent, Broomfield, Colorado 80021. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as indicated by footnote, the person named in the table has sole voting and investment power with respect to all shares of common stock beneficially owned by them.
The number of shares of common stock outstanding used in calculating the percentage for each listed person includes the restricted share units, or RSUs, and common stock underlying share appreciation rights, or SARs, held by that person that are currently exercisable or are exercisable within 60 days of October 8, 2024, but excludes RSUs and our common stock underlying SARs held by any other person.
(2)Includes 5,294 shares of common stock underlying 140,299 SARs (assuming a fair market value of $170.36, the closing price of our common stock on October 8, 2024).
(3)Includes 949 shares of common stock underlying 28,067 SARs (assuming a fair market value of $170.36, the closing price of our common stock on October 8, 2024).
(4)Mr. Shapiro is the Company's former Executive Vice President, General Counsel and Secretary. This information is based on the most recently known information made available to the Company, which is as of his departure from the Company effective February 23, 2024.
(5)Common stock beneficially owned is based on the most recent information available to the Company, which is as of Mr. Shapiro's separation from the Company on February 23, 2024.
(6)Includes 243 shares of common stock underlying 20,561 SARs (assuming a fair market value of $170.36, the closing price of our common stock on October 8, 2024).
(7)Includes 6,486 shares of common stock underlying 188,927 SARs (assuming a fair market value of $170.36, the closing price of our common stock on October 8, 2024).
INFORMATION AS TO CERTAIN STOCKHOLDERS
Set forth below is certain information with respect to the only persons known to the Company to be the beneficial owners of more than five percent of the Company’s voting securities at the close of business on October 8, 2024 (except as otherwise indicated below).
| | | | | | | | | | | | | | |
| | Common Stock Beneficially Owned | |
| Name of Beneficial Owner | Shares (#) | Percent of Class (%)(1) | |
| | | | |
| Ronald Baron/Baron Capital Management, Inc.(2) | 4,920,015 | | 13.1 | | |
| The Vanguard Group, Inc.(3) | 3,798,088 | | 10.1 | | |
| BlackRock Inc.(4) | 3,484,986 | | 9.3 | | |
| Select Equity Group, L.P.(5) | 2,722,916 | | 7.3 | | |
| APG Asset Management US Inc.(6) | 1,946,860 | | 5.2 | | |
(1)Applicable percentages are based on 37,462,464 shares outstanding on October 8, 2024.
(2)As reported by Baron Capital Group, Inc. (“BCG”), BAMCO Inc. (“BAMCO”), Baron Capital Management Inc. (“BCM”), Baron Growth Fund (“BGF”) and Ronald Baron and on a joint Schedule 13G/A filed with the SEC on February 14, 2024. BAMCO and BCM are subsidiaries of BCG. BGF is an advisory client of BAMCO. Ronald Baron owns a controlling interest in BCG. The address for the holders is 767 Fifth Avenue, 49th Floor, New York, NY 10153.
(3)As reported by The Vanguard Group on a Schedule 13G/A filed with the SEC on February 12, 2024. The address for the holder is 100 Vanguard Blvd, Malvern, PA 19355.
(4)As reported by BlackRock, Inc. on a Schedule 13G/A filed with the SEC on October 21, 2024. The address for the holder is 50 Hudson Yards, New York, NY 10001.
(5)As reported by Select Equity Group, L.P. (“Select LP”) and George S. Loening, who is the majority owner of Select LP and managing member of its general partner, on a joint Schedule 13G filed with the SEC on February 14, 2024. The address for the holders is 380 Lafayette Street, New York, New York 10003.
(6)As reported by APG Asset Management US Inc. (“APG US”) on a Schedule 13G/A filed with the SEC on February 7, 2024. APG Asset Management, N.V. (“APG NL”) is wholly-owned by APG Groep, N.V. (“APG Groep”) and is the investment manager with respect to the securities to which this statement relates. Pursuant to an Investment Management Agreement, APG NL has delegated its investment and voting power with respect to such securities to APG US, which is its wholly-owned subsidiary. Stichting Pensioenfonds ABP is the majority owner of APG Groep. The address for the holder is 666 3rd Ave, New York, NY 10017.
CORPORATE GOVERNANCE
Corporate Governance Guidelines
The Board acts as the ultimate decision-making body of the Company, except for those matters reserved to or shared with the Company’s stockholders. The Board is committed to a long-term strategy that drives growth and enhances shareholder value by focusing on areas with significant growth potential and leveraging our capabilities and scale to deliver exceptional experiences for our guests. The Board selects, advises, and oversees our management, who are responsible for the day-to-day operations and administration of the Company. The Board has adopted Corporate Governance Guidelines which, along with the charters of each of the committees of the Board and the Company’s Code of Ethics and Business Conduct, which we refer to as the Code of Ethics, provide the framework for the governance of the Company. A complete copy of the Company’s Corporate Governance Guidelines, the charters of the Board committees and the Code of Ethics for directors, officers, and employees may be found in the “Governance” section of the Company’s website at investors.vailresorts.com.
Board Leadership and Lead Independent Director
Currently, the positions of Chairperson of the Board and Chief Executive Officer of the Company are held by separate persons, with Mr. Katz serving as our Executive Chairperson of the Board and Ms. Lynch serving as Chief Executive Officer. Both Mr. Katz and Ms. Lynch are considered non-independent directors. When the Chairperson of the Board is a non-independent director, the independent directors elect an independent director to serve in a lead capacity. Accordingly, Mr. Sewell serves as our Lead Independent Director, or Lead Director.
The Board believes that two leaders serving as Executive Chairperson and Chief Executive Officer, together with an experienced and engaged Lead Director, is the most appropriate leadership structure for the Board at this time. This structure results in two leaders being directly accountable to the Board and, through the Board, to stockholders.
Specific duties of the Executive Chairperson and the Leader Director are:
| | | | | | | | | | | | | | |
| Executive Chairperson of the Board | Lead Director | |
| | | | |
| àAdvising and supporting the CEO and other executives on long-term strategy and key strategic decisions | | àPresiding over meetings of the Board at which the Executive Chairperson is not present, including executive sessions of independent directors | |
| àProviding regular feedback to the CEO on their performance | | àHaving the authority to call meetings of the independent directors | |
| àEngaging in select key strategic projects and initiatives | | àServing as the presiding director for purposes of all rights and duties assigned to the presiding director under the Company’s Bylaws, including the right to call special meetings of the Board | |
| àSetting the agenda for Board meetings with the Lead Director and the CEO | | àServing as principal liaison on Board-wide issues between the independent directors and the Executive Chairperson | |
| àHaving the authority to call special meetings of the Board and such other duties assigned to the Chairperson under the Company’s Bylaws | | àApproving meeting agendas and meeting schedules for the Board | |
| àServing as a liaison between the Board and Senior Management | | àServing as the point of contact for communications from stockholders or other interested parties directed to the Lead Director or the non-management directors or the Board as a group | |
| àMonitor the content, quality, and timeliness of information sent to the Board | | àSuch other duties as set forth in the Charter of the Lead Independent Director (attached as Appendix A to the Corporate Governance Guidelines) | |
| àActing as a source of institutional knowledge | | | |
| àBeing available to the Board and the CEO for additional responsibilities as may be needed | | | |
Meetings of the Board
The Board held a total of four meetings during fiscal 2024. Each of our then-serving directors attended at least 75% of the meetings held by the Board and Board committees on which he or she served during the fiscal year. In accordance with our Corporate Governance Guidelines, directors are invited and encouraged to attend our annual meeting of stockholders. All of our then-serving directors attended our 2023 annual meeting of stockholders.
Executive Sessions
The non-management directors’ practice is to meet in executive session following the conclusion of each regularly scheduled quarterly Board meeting to discuss such matters as they deem appropriate and, at least once a year, to review the Compensation Committee’s annual review of the Chief Executive Officer and the Executive Chairperson. These executive sessions are chaired by the Lead Director. Interested parties, including our stockholders, may communicate with the Lead Director and the non-management directors by following the procedures under the heading “Communications with the Board” below.
Director Nominations
The Nominating & Governance Committee considers and recommends candidates for election to the Board. The Nominating & Governance Committee also considers candidates for election to the Board, if any, that are submitted by stockholders. Each member of the Nominating & Governance Committee participates in the review and discussion of director candidates. In addition, members of the Board who are not on the Nominating & Governance Committee may meet with and evaluate the suitability of candidates. In making its selections of candidates to recommend for election, the Nominating & Governance Committee seeks persons who have achieved prominence in their field and who possess significant experience in areas of importance to the Company. The minimum qualifications that the Nominating & Governance Committee believes must be met for a candidate to be nominated include independence, wisdom, integrity, understanding and general acceptance of the Company’s corporate philosophy, business or professional knowledge and experience that can bear on the Company’s and
the Board’s challenges and deliberations, proven record of accomplishment with excellent organizations, inquiring mind, willingness to speak one’s mind, ability to challenge and stimulate management, future orientation, willingness to commit time and energy, diversity, and international/global experience.
Stockholders who wish to submit candidates for consideration by the Nominating & Governance Committee for election at an annual or special meeting of stockholders should submit the candidate’s name and qualifications, including the candidate’s consent to serve as a director of the Company if nominated by the Committee and so elected, by mail to: Secretary, Vail Resorts, Inc., 390 Interlocken Crescent, Broomfield, Colorado 80021. The Nominating & Governance Committee applies the same standards in considering candidates submitted by stockholders as it does in evaluating candidates submitted by members of the Board. The Nominating & Governance Committee recommended the nominees for election at this year’s annual meeting.
Determinations Regarding Independence
Under the Company’s Corporate Governance Guidelines, a majority of the Board must be comprised of directors who are independent, as determined based on the independence standards of the New York Stock Exchange's ("NYSE") Listed Company Manual. In accordance with our Corporate Governance Guidelines and the NYSE’s listing standards, the Board has adopted categorical standards of director independence to assist it in making determinations of independence of Board members. These categorical standards of director independence are available in the “Governance” section of the Company’s website under “Governance Documents” at investors.vailresorts.com. The Board has affirmatively determined that each of the nominees, other than Mr. Katz and Ms. Lynch, is “independent” under the NYSE’s listing standards and the categorical standards of director independence adopted by the Board.
Communications with the Board
The Board has adopted a formal process by which interested parties, including our stockholders, may communicate with the Board, the Lead Director, or the non-management directors as a group. Additional information on communicating with our Board is available in the “Governance” section of the Company’s website at investors.vailresorts.com.
Code of Ethics and Business Conduct
The Company has adopted a Code of Ethics that applies to all directors, officers, and employees, including its chief executive officer, chief financial officer, chief accounting officer and controller, or persons performing similar functions. We make the Code of Ethics available to directors, officers, and employees, and convey our expectation that every director, officer, and employee read and understand the Code of Ethics and its application to the performance of each such person’s business responsibilities, including, but not limited to:
àFostering an ethical culture: speaking up, seeking guidance, and voicing concerns, investigations and discipline, and non-retaliation
àRespect in the workplace and workplace conduct: anti-harassment and discrimination, human rights, diversity equity and inclusion, personal information, and health and safety
àFairness and ethics in business dealings: anti-bribery and corruption, antitrust and fair competition, conflicts of interest, and insider trading
àBeing responsible stewards to our communities and environment: community impact, environmental leadership, and political activities and contributions
Our Code of Ethics uses principles-based guidance to alert directors, officers, and employees to potential conflicts of interest. Under the Code of Ethics, a conflict of interest occurs when an individual’s personal, social, financial, or political interests conflict with his or her loyalty to the Company. Our policy under the Code of Ethics provides that even the appearance of a conflict of interest where none actually exists can be damaging and should be avoided. If any person believes a conflict of interest is present in a personal activity, financial transaction, or business dealing involving the Company, then that person is instructed under the Code of Ethics to report such belief to an appropriate individual or department as identified in the Code of Ethics.
We require our full-time, year-round employees, as well as certain seasonal employees, to complete a Code of Conduct training on an annual basis. This annual requirement includes training on various topics, such as financial integrity, information security, ethical leadership and anti-harassment. In fiscal 2024, the training was completed by 98% of this employee base.
The Code of Ethics is available in the “Governance” section of the Company’s website under “Governance Documents” at investors.vailresorts.com. In the event the Company amends or waives any of the provisions of the Code of Ethics applicable to our chief executive officer, chief financial officer, or chief accounting officer and controller that relates to any element of the definition of “code of ethics” enumerated in Item 406(b) of Regulation S-K under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), the Company intends to disclose these actions on its website.
Risk Management
The Board believes that oversight of the Company’s overall risk management program is the responsibility of the entire Board and views risk management as an important part of the Company’s overall strategic planning process. The Board has delegated the regular oversight of the elements of the risk management program to the Audit Committee, and the Board receives periodic updates on individual areas of risk from the Audit Committee or members of senior management, as appropriate. The Board also periodically schedules a risk management agenda item for regular Board meetings, during which the Audit Committee or members of senior management report to and inform the Board of its risk management oversight activities. Senior management reports directly to the Audit Committee at each scheduled Audit Committee meeting and additionally as needed on the status of the Company’s risk management program. Specifically, cybersecurity has been identified as a critical part of risk management at the Company. The Company has a dedicated team that is responsible for leading enterprise-wide information security strategy, policy, standards, architecture, and processes. Cybersecurity oversight consists of the Audit Committee receiving at least quarterly updates from the Chief Information Officer regarding major cyber risk areas and recommended actions to address those risks. Information regarding the Company's cybersecurity risk management, strategy, and governance is available in our Annual Report on Form 10-K filed on September 26, 2024.
The Audit Committee has established an internal audit function to provide management and the Board with ongoing assessments of the Company’s risk management processes and systems of internal control. In addition, as part of its responsibilities, the Audit Committee inquires of management and our independent auditors about the Company’s processes for identifying and assessing such risks and exposures and the steps management has taken to minimize such risks and exposures to the Company. The Audit Committee also reviews the Company’s guidelines and policies that govern the processes for identifying and assessing significant risks or exposures and for formulating and implementing steps to minimize such risks and exposures to the Company.
Compensation Risk Assessment
The Compensation Committee, with the assistance of our independent compensation consultant, reviewed the material compensation policies and practices for all employees, including executive officers. The Compensation Committee considered whether the compensation program encouraged excessive risk taking by employees at the expense of long-term Company value. Based upon its assessment, the Compensation Committee believes that the Company’s compensation program, which includes a mix of annual and long-term incentives, cash and equity awards, and retention incentives, does not present risks that are reasonably likely to have a material adverse effect on the Company.
Committees of the Board
The Board has a standing Audit Committee, Compensation Committee, Executive Committee, and Nominating & Governance Committee. The charters for each of these committees, which have been approved by the Board, are available in the “Governance” section of the Company’s website under “Committee Charters” at investors.vailresorts.com. Following is a description of each committee of the Board. Each of the committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities.
The Audit Committee
The Audit Committee is primarily concerned with the effectiveness of the Company’s independent registered public accounting firm, accounting policies and practices, financial reporting, and internal controls. The Audit Committee acts pursuant to its charter, and is authorized and directed, among other things, to:
àappoint, retain, compensate, evaluate, and terminate, as appropriate, the Company’s independent registered public accounting firm;
àapprove all audit engagement fees and terms, as well as all permissible non-audit service engagements with the independent registered public accounting firm;
àdiscuss with management and the independent registered public accounting firm and meet to review the Company’s annual audited financial statements and quarterly financial statements, including reviewing the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s annual and quarterly reports filed with the SEC;
àreview the internal audit plan and evaluate the performance, responsibilities, and staffing of the Company’s internal audit function at least annually;
àreceive and review periodic presentations from the internal audit senior executive regarding the results of completed internal audits and the identification and remediation of weaknesses in the Company’s internal control environment;
àreview reports by the independent registered public accounting firm describing its internal quality control procedures and all relationships between the Company, or individuals in financial reporting oversight roles at the Company, and the independent registered public accounting firm;
àestablish procedures, as required under applicable law, for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters;
àmonitor the rotation of partners of the independent auditors on the Company’s audit engagement team as required by law;
àreview and approve or reject transactions between the Company and any related persons in accordance with the Company’s Related Party Transactions Policy;
àconfer with management and the independent auditors regarding the effectiveness of internal control over financial reporting;
àoversee management’s efforts to monitor compliance with the Company’s programs and policies designed to ensure adherence to applicable laws and regulations and the Company’s Code of Ethics;
àoversee risk management with respect to cybersecurity, including receiving and reviewing quarterly updates from the Company’s Chief Information Officer regarding major cyber risk areas and recommended actions to address such risks, as well as reviewing any other internal reports from management with respect to information technology and cybersecurity issues;
àannually prepare a report as required by the SEC to be included in the Company’s annual proxy statement; and
àdiscuss policies with respect to risk assessment and risk management.
The members of the Audit Committee are Mr. Sorte, Chair, and Messrs. Chambers, Redmond, Sewell, and Vaughn. The Board has determined that each of Messrs. Chambers, Redmond, Sorte, and Sewell qualify as an “audit committee financial expert” as defined in the SEC’s rules and regulations adopted pursuant to the Exchange Act, and that all of the members of the Audit Committee are “independent” as defined by the NYSE’s listing standards and the rules of the SEC applicable to audit committee members. The Audit Committee held four meetings during fiscal 2024.
AUDIT COMMITTEE REPORT
Management is responsible for the Company’s accounting practices, internal control over financial reporting, the financial reporting process, and preparation of the consolidated financial statements. The Company’s independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board, or the PCAOB. The Audit Committee’s responsibility is to monitor and oversee these processes.
In this context, the Audit Committee has met and held discussions with management and the Company’s independent registered public accounting firm. Management represented to the Audit Committee that the Company’s consolidated financial statements for the fiscal year ended July 31, 2024 were prepared in accordance with generally accepted accounting principles. The Audit Committee reviewed and discussed the consolidated financial statements with management and the Company’s independent registered public accounting firm, including a discussion of the quality of the accounting principles, the reasonableness of significant judgments, the clarity of disclosures in the financial statements, and management’s assessment of the effectiveness of the Company’s internal control over financial reporting. The Audit Committee further discussed with the Company’s independent registered public accounting firm the matters required to be discussed under the rules adopted by the PCAOB, as well as the Company’s independent registered public accounting firm’s opinion on the effectiveness of the Company’s internal control over financial reporting.
The Company’s independent registered public accounting firm also provided to the Audit Committee the written disclosures and letter required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence, and the Audit Committee discussed with the Company’s independent registered public accounting firm, and were satisfied with, that firm’s independence from the Company and its management. The Audit Committee has also considered whether the Company’s independent registered public accounting firm’s provision of non‑audit services to the Company is compatible with the auditors’ independence.
The Audit Committee discussed with the Company’s internal auditor and independent registered public accounting firm the overall scope and plans for their respective audits. The Audit Committee meets with the Company’s independent registered public accounting firm, with and without management present, to discuss the results of their examination, their evaluation of the Company’s internal control over financial reporting, and the overall quality of the Company’s financial reporting. In addition, the Audit Committee meets with the internal auditor, with and without management present, to discuss the results of their examination and evaluation of the Company’s internal control over financial reporting. The Audit Committee has also reviewed and discussed Company policies with respect to risk assessment and risk management.
Based upon the Audit Committee’s discussion with management and the Company’s independent registered public accounting firm referred to above, the Audit Committee recommended to the Board that the Company’s audited financial statements as of and for the fiscal year ended July 31, 2024 be included in the Company’s Annual Report on Form 10‑K for the fiscal year ended July 31, 2024 for filing with the SEC.
Audit Committee
John F. Sorte, Chair
Reginald Chambers
John Redmond
D. Bruce Sewell
Peter A. Vaughn
The Compensation Committee
The Compensation Committee acts pursuant to its charter and is authorized and directed, among other things, to:
àreview and approve corporate goals and objectives relevant to the Chief Executive Officer’s compensation, evaluate the Chief Executive Officer’s performance in light of those goals and objectives (including the Chief Executive Officer’s performance in fostering a culture of ethics and integrity), and, either as a committee or together with the other independent directors (as directed by the Board), determine and approve the Chief Executive Officer’s compensation level based on this evaluation;
àreview the performance of, make recommendations (where appropriate) with respect to, and approve the total compensation for the executive officers of the Company other than the CEO, including any proposed severance arrangements or change in control and similar agreements/provisions, and any amendments, supplements, or waivers to the foregoing agreements;
àoversee the Company’s overall compensation structure, policies, and programs for executive officers and employees, including assessing the incentives and risks arising from or related to the Company’s compensation programs and plans, and assessing whether the incentives and risks are appropriate;
àreview and approve the Company’s incentive compensation and equity-based plans and approve changes to such plans, in each case subject, where appropriate, to stockholder or Board approval, and review and approve issuances of equity securities to employees of the Company;
àreview and recommend to the Board annual retainer and meeting fees for non-employee members of the Board and committees of the Board, fix the terms and awards of stock compensation for such members of the Board, and determine the terms, if any, upon which such fees may be deferred;
àproduce a compensation committee report on executive officer compensation as required by the SEC, after the committee reviews and discusses with management the Company’s Compensation Discussion and Analysis, or “CD&A,” and consider whether to recommend that it be included in the Company’s proxy statement or Annual Report; and
àconsider and recommend to the Board the frequency of the Company’s advisory vote on executive compensation.
The members of the Compensation Committee are Ms. Rawlinson, Chair, and Mses. Decker, Knobloch, Romanow, and Schneider. The Board has determined that all members of the Compensation Committee are “independent” as defined by the NYSE’s listing standards. In addition, the Compensation Committee consists of “non-employee directors,” within the meaning of Rule 16b-3 promulgated under the Exchange Act and “outside directors,” within the meaning of regulations promulgated under Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. The Compensation Committee held three meetings during fiscal 2024.
Compensation Committee Processes and Procedures
The Compensation Committee meets as often as necessary to carry out its responsibilities. The agenda for each meeting is usually developed by the Chair of the Compensation Committee, in consultation with the Chief Executive Officer. The Chief Executive Officer does not participate in and is not present during any deliberations or determinations of the Compensation Committee regarding her compensation or individual performance objectives. The charter of the Compensation Committee grants the Compensation Committee sole authority, at the expense of the Company, to retain or to obtain advice from a compensation consultant, legal counsel, or other adviser to assist in the execution of the Compensation Committee’s responsibilities. The Compensation Committee is directly responsible for the appointment, compensation, and oversight of the work of any consultant or adviser retained and has authority to approve the fees and other retention terms. The Compensation Committee expects that it will seek advice from independent compensation consultants as it deems necessary on a periodic basis, but not necessarily annually, in order to determine that the Company’s compensation programs remain appropriate and consistent with industry practices. Prior to the retention of any compensation consultant, legal counsel, or any other external adviser, the Compensation Committee will assess the independence of such adviser from management, taking into consideration all factors relevant to such adviser’s independence, including factors specified in the NYSE listing standards.
During fiscal 2024, the Compensation Committee engaged Aon's Human Capital Solutions Practice, a division of Aon plc. ("Aon"), a multinational, multi-services insurance and consulting firm as its independent compensation consultant. Aon was retained by the Compensation Committee to review the Company’s executive and Board of Director compensation programs including a competitive assessment against peers, to perform a compensation program risk assessment, and to advise on the Company's 2024 Omnibus Equity Plan ("2024 Plan") including share modeling. More details on the 2024 Plan are available in the Proposal 4 section of this proxy statement.
In fiscal 2024, Aon was paid approximately $180,000 for these executive compensation consulting services provided to the Compensation Committee. During fiscal 2024, Aon and its affiliates provided insurance services, health benefits, valuation services, and a pharmacy coalition membership. . The decision to engage Aon and its affiliates for these additional services was made by management as part of the Company’s existing relationship with Aon concerning these services, and was not
approved, or required to be approved, by the Compensation Committee or the Board. Professional fees for the foregoing additional services in fiscal 2024 were approximately $577,000, or 0.004% of Aon's approximately $14 billion corporate revenues. The individuals at Aon that advise the Compensation Committee on executive compensation matters have no involvement in the other services provided to the Company by Aon and its affiliates, and the individuals at Aon advising the Compensation Committee report directly to, and are overseen by, the Compensation Committee. These individuals have no other relationship with the Company or management. The Compensation Committee has assessed the independence of Aon as required by the NYSE listing standards. The Compensation Committee reviewed its relationship with Aon and considered all relevant factors, and concluded that there are no conflicts of interest raised by the work performed by Aon and its affiliates.
Historically, the Compensation Committee has made adjustments to annual compensation, determined annual cash and equity awards, and established new performance objectives at one or more meetings held during the first quarter of the fiscal year. However, the Compensation Committee also considers matters related to individual compensation, such as compensation for new executive hires, at various times as needed throughout the year. Generally, the Compensation Committee’s process comprises two related elements: the determination of compensation levels and the establishment of performance objectives for the fiscal year. For executives other than the Chief Executive Officer, the Compensation Committee solicits and considers evaluations and recommendations submitted to the committee by the Chief Executive Officer. The Compensation Committee makes all final determinations regarding these awards, and none of our executive officers, including the Chief Executive Officer, are involved in the determination of their own compensation. In the case of the Chief Executive Officer, the evaluation of her performance is conducted by the Compensation Committee, which determines any adjustments to her compensation as well as awards to be granted. The non-management directors’ practice is to meet in executive session following the Board meeting in September of each year to review and ratify the Compensation Committee’s annual review of the Chief Executive Officer. For all executives and directors, as part of its deliberations, the Compensation Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, tax and accounting information, tally sheets that set forth the total compensation that may become payable to executives in various hypothetical scenarios, executive and director stock ownership information, company stock performance data, analyses of historical executive compensation levels and current Company-wide compensation levels, and recommendations of the Compensation Committee’s compensation consultant, including analyses of executive and director compensation paid at other companies identified by the consultant.
The specific determinations of the Compensation Committee with respect to executive compensation for fiscal 2024 are described in greater detail in the Compensation Discussion & Analysis section of this proxy statement, as well as the narrative disclosure that accompanies the Summary Compensation Table and related tables in the Executive Compensation section of this proxy statement.
Compensation Committee Interlocks and Insider Participation
During fiscal 2024, no Compensation Committee interlocks existed between the Company and any other entity, meaning none of our executive officers currently serves, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers serving as a member of our Board or Compensation Committee. No member of our Compensation Committee has ever been an executive officer or employee of the Company.
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this proxy statement. Based upon this review and discussion, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated into our Annual Report on Form 10-K for the fiscal year ended July 31, 2024.
Compensation Committee
Nadia N. Rawlinson, Chair
Susan L. Decker
Iris Knobloch
Michele Romanow
Hilary Schneider
The Nominating & Governance Committee
The Nominating & Governance Committee acts pursuant to its charter and is authorized and directed to:
àreview the overall composition of the Board and make recommendations to the Board regarding effective Board composition and refreshment, taking into consideration such factors as business or industry experience, financial or risk assessment expertise, the balance of tenure on the Board, gender or racial diversity, experience on other public company boards of directors, and other specific areas of expertise of each Board member;
àactively seek individuals qualified to become Board members for recommendation to the Board;
àretain and terminate any search firm to be used to identify candidates and to approve the search firm’s fees and other retention terms;
àidentify and recommend to the Board director nominees for the next annual meeting of stockholders and members of the Board to serve on the various committees of the Board;
àoversee the evaluation of the performance of the Board, each committee of the Board, and individual directors, and oversee the annual evaluation process, which may include Board self-assessments and/or the periodic engagement of a third party to conduct the evaluation.
àoversee and periodically review the Company's ESG activities, including policies, initiatives, programming, disclosures, reporting, and engagement with key stakeholders related to ESG matters, other than those related to the adequacy and effectiveness of the Company’s applicable internal controls related to such disclosures, which are overseen by the Audit Committee;
àreview and reassess the adequacy of the Corporate Governance Guidelines of the Company and recommend any proposed changes to the Board for approval;
àreview and present to the Board individual director candidates recommended for the committee’s consideration by stockholders and stockholder nominations for director that are made in writing to the Secretary of the Company in compliance with the Company’s Bylaws; and
àreview and present to the Board stockholder proposals.
The members of the Nominating & Governance Committee are Mr. Vaughn, Chair, and Messrs. Sorte and Sewell. The Board has determined that all members of the Nominating & Governance Committee are “independent” as defined by the NYSE’s listing standards. The Nominating & Governance Committee held one meeting during fiscal 2024.
The Executive Committee
The Executive Committee has all powers and rights necessary to exercise the full authority of the Board during the intervals between meetings of the Board in the management of the business and affairs of the Company, subject to certain limitations set forth in the charter of the Executive Committee. For fiscal 2024, the members of the Executive Committee were Messrs. Katz, Sewell, and Sorte and Ms. Lynch. The Executive Committee held multiple discussions and one meeting during fiscal 2024.
DIRECTOR COMPENSATION
Director Compensation for Fiscal 2024
The following table provides information concerning the compensation of our non-employee directors in fiscal 2024:
| | | | | | | | | | | | | | | | | | | | |
| Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | |
| | | | | | |
| Reginald Chambers(5) | 40,173 | 121,847 | — | 162,020 | |
| Susan L. Decker(6) | 95,564 | 220,139 | — | 315,703 | |
| Iris Knobloch(7) | 47,225 | 144,828 | — | 192,053 | |
| Nadia N. Rawlinson(8) | 107,677 | 220,139 | — | 327,816 | |
| John Redmond(9) | 100,564 | 220,139 | — | 320,703 | |
| Michele Romanow(10) | 95,564 | 220,139 | 13,455 | 329,158 | |
| Hilary Schneider(11) | 95,564 | 220,139 | — | 315,703 | |
| D. Bruce Sewell(12) | 165,760 | 220,139 | 12,857 | 398,756 | |
| John F. Sorte(13) | 140,863 | 220,139 | 10,700 | 371,702 | |
| Peter A. Vaughn(14) | 114,593 | 220,139 | 13,637 | 348,369 | |
(1)Mr. Katz and Ms. Lynch are also named executive officers and their compensation is included in the Summary Compensation Table in the “Executive Compensation” section of this proxy statement. Neither Mr. Katz nor Ms. Lynch receive any additional compensation for their service on the Board.
(2)Consists of non-employee director annual retainers, and, if applicable, lead director fees, committee chair fees, and committee member fees. Cash compensation paid to each director in fiscal 2024 was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Committees |
| |
| Name | Board of Directors Board Service ($) | Audit Committee Service
($) | Compensation Committee Service
($) | Nominating & Governance Committee Service
($) | Executive Committee Service
($) | Total
($) | |
| | | | | | | | |
| Reginald Chambers | 33,314 | 6,859 | — | — | — | 40,173 | |
| Susan L. Decker | 83,451 | — | 12,113 | — | — | 95,564 | |
| Iris Knobloch | 42,188 | — | 5,037 | — | — | 47,225 | |
| Nadia N. Rawlinson | 83,451 | — | 24,226 | — | — | 107,677 | |
| John Redmond | 83,451 | 17,113 | — | — | — | 100,564 | |
| Michele Romanow | 83,451 | — | 12,113 | — | — | 95,564 | |
| Hilary Schneider | 83,451 | — | 12,113 | — | — | 95,564 | |
| D. Bruce Sewell | 123,451 | 17,113 | — | 15,196 | 10,000 | 165,760 | |
| John F. Sorte | 83,451 | 33,451 | 3,961 | 10,000 | 10,000 | 140,863 | |
| Peter A. Vaughn | 83,451 | 17,113 | — | 14,029 | — | 114,593 | |
(3)The amounts in this column represent the aggregate grant date fair value of RSUs granted during fiscal 2024 computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718.
(4)All other compensation for fiscal 2024 includes the following:
| | | | | | | | | | | | | | | | | |
| Name | Charitable Donations ($)(a) | Company-paid Lodging, Ski School Privileges and Discretionary Spending on Goods and Services ($)(b) | Total
($) | |
| | | | | |
| Reginald Chambers | — | — | — | |
| Susan L. Decker | — | — | — | |
| Iris Knobloch | — | — | — | |
| Nadia N. Rawlinson | — | — | — | |
| John Redmond | — | — | — | |
| Michele Romanow | — | 13,455 | 13,455 | |
| Hilary Schneider | — | — | — | |
| D. Bruce Sewell | — | 12,857 | 12,857 | |
| John F. Sorte | — | 10,700 | 10,700 | |
| Peter A. Vaughn | 2,765 | 10,872 | 13,637 | |
(a)Represents the value of vacation packages donated to charity on behalf of a director under the Company’s charitable donations program. See below under “Limited Director Perquisites and Personal Benefits” for a description of this program.
(b)Represents the amounts reported during fiscal 2024 that were used by a director towards lodging, ski school privileges and discretionary spending on services or goods at our properties for personal use under the Company’s Perquisite Fund Program. See below under “Limited Director Perquisites and Personal Benefits” for a description of this program. In accordance with SEC rules, the value of these benefits is measured on the basis of the estimated aggregate incremental cost to the Company for providing these benefits, and perquisites and personal benefits are not reported for any director for whom such amounts were less than $10,000 in the aggregate for the fiscal year.
(5)As of July 31, 2024, Mr. Chambers held 564 unvested RSUs.
(6)As of July 31, 2024, Ms. Decker held 1,031 unvested RSUs.
(7)As of July 31, 2024, Ms. Knobloch held 678 unvested RSUs.
(8)As of July 31, 2024, Ms. Rawlinson held 1,031 unvested RSUs.
(9)As of July 31, 2024, Mr. Redmond held and 1,031 unvested RSUs.
(10)As of July 31, 2024, Ms. Romanow held 1,031 unvested RSUs.
(11)As of July 31, 2024, Ms. Schneider held 1,031 unvested RSUs.
(12)As of July 31, 2024, Mr. Sewell held 1,031 unvested RSUs.
(13)As of July 31, 2024, Mr. Sorte held 1,031 unvested RSUs.
(14)As of July 31, 2024, Mr. Vaughn held 1,031 unvested RSUs.
Director Cash Compensation
All of our non-employee directors receive annual cash fees, payable in quarterly installments. The annual cash retainer for each Board member is $85,000 and no additional per meeting fees are paid. In addition, the Lead Director of the Board receives an additional $40,000 per year. The Chairperson of the Audit Committee receives an additional $35,000 per year and each other Audit Committee member receives an additional $17,500 per year. The Chairperson of the Compensation Committee receives an additional $25,000 per year and each other Compensation Committee member receives an additional $12,500. The Chairperson of the Nominating & Governance Committee receives an additional $20,000 per year and each other Nominating & Governance Committee member receives an additional $10,000 each per year. Members of the Executive Committee receive an additional $10,000 per year. A non-executive Chairperson of the Board would receive an additional annual retainer of $50,000, but we currently have an Executive Chairperson, and he is not entitled to this retainer.
All directors received reimbursement of their reasonable travel expenses in connection with their service.
Director Equity Compensation
The Company provides its non-employee directors with an annual grant of restricted share units (“RSUs”) as determined each year by the Compensation Committee. The RSUs vest on the first anniversary of the grant date. For fiscal 2024, each non-employee director received RSUs with a grant date value of $220,139, consisting of 1,031 RSUs granted on September 29, 2023, with the exception of Mr. Chambers and Ms. Knobloch, who were appointed to the Board during the fiscal year and accordingly had their annual grants of RSUs prorated based on the remaining service time in the fiscal year. The aggregate grant date fair value of these RSUs is set forth under the “Stock Awards” column of the Director Compensation Table and described in footnote 3 above.
Limited Director Perquisites and Personal Benefits
Non-employee directors receive benefits consisting of lodging, ski school privileges, and discretionary spending on services or goods at our resorts for personal use in accordance with the terms of the Company’s Director Perquisite Fund Program. Each director is entitled to an annual $40,000 allowance to be used at the Company’s resorts in accordance with such program, under which directors may draw against the account to pay for services or goods at the market rate. Unused funds in each director’s account at the end of each fiscal year are forfeited. In accordance with SEC rules, the value of these benefits is measured on the basis of the estimated aggregate incremental cost to the Company. For this purpose, perquisites do not include benefits generally available on a non-discriminatory basis to all of our employees, such as skiing privileges.
In addition, each year we allow each director to designate one charity as the recipient of a vacation package with a retail value of no more than $4,000 and to include only the same array of services that are eligible under the Company's Director Perquisite Fund Program. We also require that the package be given as part of a public event, dinner, or auction and that the Company receive appropriate credit and marketing presence.
Stock Ownership Guidelines for Non-Employee Directors
Each non-employee director must own shares of our common stock equal to the greater of five times his or her annual cash retainer for Board service or $375,000 in value within five years of the date such director is elected or appointed to the Board. Directors are not permitted to sell any shares of common stock (except to pay the exercise price of a particular equity grant, if any, or taxes generated as a result of equity grants) until such time as the ownership guidelines have been satisfied and then only to the extent that such sales do not reduce such director’s ownership below the threshold requirement. Shares of common stock, stock owned in a directed retirement plan or IRA, and the intrinsic value of vested equity grants count as stock ownership for purposes of these guidelines.
TRANSACTIONS WITH RELATED PERSONS
Related Party Transactions Policy and Procedures
We have adopted a written Related Party Transactions Policy that sets forth the Company’s policies and procedures regarding the identification, review, consideration and approval of “related party transactions.” For purposes of our policy only, a “related party transaction” is a transaction, contract, agreement, understanding, loan, advance, or guarantee (or any series of similar transactions or arrangements) in which the Company and any “related person” are participants involving an amount that exceeds $120,000. Transactions involving compensation for services provided to the Company solely in their capacity as an officer or director by a related person are not covered by this policy. A related person is any executive officer, director, or more than 5% stockholder of the Company, or any immediate family member of an executive officer or director, including any entity in which such persons are an officer or 10% or greater equity holder.
Under the policy, where a transaction has been identified as a related party transaction, management must present information regarding the proposed related party transaction to the Chairperson of the Audit Committee, the full Audit Committee or the Board for consideration and approval, depending upon the size of the transaction involved. In considering related party transactions, the Audit Committee takes into account the fairness of the proposed transaction to the Company and whether the terms of such transaction are at least as favorable to the Company as it would receive or be likely to receive from an unrelated third party in a comparable or substantially comparable transaction.
To ensure that our existing procedures are successful in identifying related party transactions, the Company distributed questionnaires to its directors and executive officers shortly following the end of the fiscal year which included, among other things, inquiries about any transactions they have entered into with us.
During fiscal 2024 and through the date of this proxy statement, there were no related party transactions under the relevant standards described above.
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
This Compensation Discussion and Analysis ("CD&A") describes our executive compensation program, the various components of our program and the compensation-related decisions made for fiscal 2024 with respect to our named executive officers (“NEOs”). For purposes of this CD&A and the compensation tables and narratives that follow, the NEOs for fiscal 2024 were:
àKirsten A. Lynch, Chief Executive Officer
àRobert A. Katz, Executive Chairperson and Former Chief Executive Officer
àAngela A. Korch, Executive Vice President and Chief Financial Officer
àWilliam C. Rock, President – Mountain Division
àDavid T. Shapiro, Former Executive Vice President, General Counsel and Secretary(1)
àGregory J. Sullivan, Executive Vice President, Retail/Rental and Hospitality
(1)Effective February 23, 2024, Mr. Shapiro left the Company. Effective February 15, 2024, the Company appointed Julie A. DeCecco, the Company’s then Vice President, Deputy General Counsel, as Executive Vice President, General Counsel. Ms. DeCecco has been with the Company since 2017, and has served as the Deputy General Counsel since 2018. She was not an NEO for fiscal 2024.
Company Performance Highlights
àOur fiscal 2024 net revenue was $2,885.2 million, a decrease of $4.2 million, or 0.1%, compared to fiscal 2023. Net income attributable to Vail Resorts, Inc. was $230.4 million for fiscal 2024 compared to net income attributable to Vail Resorts, Inc. of $268.1 million in fiscal 2023. The decrease was primarily due to: (i) an increase in our provision for income taxes; (ii) decreased Resort Reported EBITDA; (iii) an increase in interest expense due to an increase in variable interest rates associated with the unhedged portion of our term loan borrowings under our U.S. credit agreement during fiscal 2024; and (iv) an increase in depreciation and amortization expense, primarily due to capital projects recently completed at our resorts and assets acquired at Crans-Montana. Resort Reported EBITDA was $825.1 million for fiscal 2024, a decrease of $9.7 million, or 1.2%, compared to fiscal 2023.
àThrough September 20, 2024, our North American ski season pass sales decreased approximately 3% in units and increased approximately 3% in sales dollars as compared to the prior year through September 22, 2023.
àThe Company announced a two-year resource efficiency transformation plan including scaled operations, global shared services, and expanded workforce management to create organizational effectiveness and scale for operating leverage as the Company expands and grows globally. The Company expects to achieve $100 million in annualized savings by the end of fiscal 2026 before one-time costs, with approximately $27 million realized in fiscal 2025 before $15 million of one-time costs.
àWe have continued to demonstrate the stability and strength of our business model and to execute on our long-term business strategies, including:
•In May 2024, we closed on our purchase of a majority stake in Crans-Montana Mountain Resort in Switzerland, the Company's second strategic investment to operate a ski resort in Europe as a part of our continued focus to expand our network of resort offerings.
•We increased our quarterly dividend by approximately 8% during fiscal 2024 to $2.22 per share. We also returned capital to our shareholders through our share repurchase program.
•We plan to complete our calendar year 2024 capital plan of $189 million to $194 million, excluding incremental capital investments in premium fleet and fulfillment infrastructure to support the official launch of My Epic Gear for the 2024/2025 winter season, growth capital investments at Andermatt-Sedrun, reimbursable capital, and investments at Crans-Montana Mountain Resort.
•We continue to be disciplined stewards of our capital and remain committed to continuous investment in our people, strategic, high-return capital projects, strategic acquisition opportunities, and returning capital to our stockholders through our quarterly dividend and share repurchase program.
Executive Summary of our Compensation Program
Our executive compensation program is designed to align the interests of our executives with those of our shareholders by linking a significant portion of their compensation to the achievement of specific performance goals. The program is intended to reward our executive officers for sustained, high-level performance over the short and long-term as demonstrated by measurable, company-wide performance metrics and individual contributions that are consistent with our overall growth strategy and achievement of goals. We compensate our executive officers with a combination of cash compensation (in the form of base salary and annual cash incentive compensation) and equity awards, as well as a modest amount of benefits and perquisites. Our compensation program has been structured to enhance our ability to achieve our short-term and long-term strategic goals and to retain and motivate our executive officers and senior management to achieve such goals.
Our Executive Compensation Program Emphasizes Pay-for-Performance
The Compensation Committee sets rigorous performance targets that are aligned with our strategic objectives and emphasize pay-for-performance by incentivizing our executive officers to drive superior results and long-term stockholder value. We accomplish this objective in the following ways:
àAnnual Incentive Awards. Our Management Incentive Plan (“MIP”), which provides for the award of annual cash incentive compensation, referred to in this CD&A as a “MIP award,” is intended to focus our executive officers on the key corporate financial metrics that we believe drive our best results. The Compensation Committee selected Resort Reported EBITDA (earnings before interest, taxes, depreciation, and amortization, as reported for our Mountain and Lodging segments combined) as the primary performance metric for the MIP. The NEOs’ annual cash incentive fluctuates with our performance and the achievement of our annual goals as established by the Compensation Committee.
àLong-Term Equity Awards. A significant portion of our NEOs’ total annual compensation opportunity is in the form of long-term equity incentive compensation, including share appreciation rights (“SARs”) and restricted share units (“RSUs”), which generally vest ratably over three years. Value for each of SARs and RSUs fluctuates with our stock price, and SARs only have value if the share price exceeds the exercise price. Consistent with our pay-for-performance philosophy and to align the interests of our CEO with our stockholders, the Compensation Committee made approximately 50% of our CEO’s annual equity grant in the form of SARs with an exercise price that is 10% greater than the closing price of our common stock on the grant date (“Premium SARs”). For fiscal 2024, the Compensation Committee granted Ms. Lynch long-term equity value consisting of approximately 50% Premium SARs and 50% time-based vesting RSUs.
àHigh Percentage of Compensation is Variable or “At-Risk.” A significant percentage of our NEOs’ compensation is tied to incentives or appreciation in our stock price, and as executive officers attain greater levels of responsibility, the percentage of their total target compensation that is variable or “at-risk” increases, and the percentage that is fixed decreases. Our commitment to emphasizing variable and “at-risk” compensation is illustrated by the following charts for fiscal 2024:
| | | | | | | | | | | |
| CEO FISCAL 2024 TOTAL TARGET DIRECT COMPENSATION | OTHER NEO FISCAL 2024 TOTAL TARGET DIRECT COMPENSATION(1) |
(1)Excludes compensation for Mr. Shapiro.
Our Executive Compensation Program is Supported by Our Stockholders
At our annual meeting of stockholders held on December 6, 2023, approximately 96% of the votes cast on the advisory vote to approve executive compensation were in support of the program. This reflected strong stockholder support of our executive compensation program and its emphasis on pay-for-performance. The Compensation Committee considered this support in deciding to maintain our current executive compensation program this year.
Effective Corporate Governance Reinforces Our Executive Compensation Program
The following features of our executive compensation program are evidence of our commitment to good corporate governance practices:
| | | | | | | | | | | |
| What We Do | | What We Don't Do | |
| | | |
| | | |
üAnnual Advisory Vote to Approve Executive Compensation. We provide our stockholders with an annual opportunity to vote on an advisory basis to approve the compensation paid to our NEOs as disclosed in this proxy statement. üIndependent Compensation Committee. Our executive compensation program is reviewed annually by the Compensation Committee, which consists solely of independent directors and makes all final determinations regarding the compensation of our NEOs. üSignificant Portion of Executive Compensation Is Variable and At-Risk. A significant portion of our NEOs’ compensation is comprised of elements of variable and at-risk compensation that are tied to defined corporate and individual performance goals or stock price performance. Our three-year average at-risk compensation is approximately 83.6% of our CEO’s total compensation and approximately 65.6% of our other NEOs’ total compensation. In addition, approximately 50% of the long-term equity incentives granted to our CEO each fiscal year consist of Premium SARs that have an exercise price that is 10% greater than the closing price of our common stock on the grant date. üSignificant Portion of Executive Compensation Delivered in the Form of Long-Term Equity-Based Incentives. A significant portion of our NEOs’ compensation is comprised of long-term equity incentive awards, consisting of SARs and RSUs, which generally vest over three years. In the last three fiscal years, approximately 74.3% of our CEO’s and 61.7% of other NEOs’ total compensation as reported in the Summary Compensation Table, has on average been in the form of long-term equity-based incentives. üMarket Alignment of Compensation but with Greater Emphasis on At-Risk Compensation. To attract and retain talented executive officers, we align targeted compensation opportunity with comparable levels to our peer group, but we generally make at-risk compensation a more significant component. | | ûNo Excessive Perquisites. We provide our executive officers with limited perquisites, which are generally limited to credit at our owned and operated properties and which are designed to incentivize our executive officers to visit and use our resorts in order to make informed decisions regarding our business and the guest experience and provide relevant feedback concerning our properties and services. ûNo Tax Gross-Ups on Perquisites, except for Standard Relocation Benefits. We do not pay tax gross-ups on the limited perquisites that our executive officers receive, except in the case of standard relocation benefits available to all similarly situated employees. ûNo Excise Tax Gross-Ups. We do not pay excise tax gross-ups in connection with the change in control arrangements provided to our executive officers. ûNo Automatic Salary Increases or Guaranteed Bonuses. We do not guarantee annual salary increases or bonuses for any NEO and no employment with any NEO contains such provisions. ûNo “Single Trigger” Automatic Cash Payments, Benefits or Equity Vesting Upon a Change in Control. The change in control arrangements provided to our executive officers require a termination event (including a termination by the executive for “good reason”) following a change in control before any cash-based payments or benefits are triggered. Additionally, our CEO’s potential cash severance is two times her base salary plus prior year bonus. For equity awards granted in fiscal 2021 and beyond, in the event of a change in control, equity will only have accelerated vesting if an award is not assumed or replaced or in the event of a termination without cause within 12 months of a change in control event. | |
| | | |
| | | | | | | | | | | |
| What We Do | | What We Don't Do | |
| | | |
| | | |
üIndependent Compensation Consultant. The Compensation Committee periodically retains and receives advice from an independent compensation consultant. üClawback Policy. The Compensation Committee has adopted a clawback policy that, in the event of a financial restatement, allows us to recoup cash or equity-based incentive compensation from executive officers that was paid based on the misstated financial information. üStock Ownership Guidelines. Our executive officers are subject to meaningful stock ownership guidelines, requiring that they hold a meaningful amount of our common stock, which helps to align their interests with those of our stockholders. Additionally, until the applicable guideline is achieved for an executive, he or she is required to retain at least 75% of the net shares received from vesting of RSUs or exercise of SARs. All of our NEOs are in compliance with this policy. üUse of Tally Sheets. The Compensation Committee uses tally sheets that provide information as to all compensation that is potentially available to our NEOs when evaluating executive compensation. üAnnual Risk Assessment. The Compensation Committee, with the assistance of our independent compensation consultant, annually conducts a compensation risk assessment and, for fiscal 2024, determined that the Company’s compensation policies and practices, or components thereof, do not create risks that are reasonably likely to have a material adverse effect on the Company. | | ûNo Hedging or Pledging. Under our Insider Trading Compliance Program, senior level employees, including our executive officers, as well as our directors, are prohibited from conducting short sales or using derivatives or other instruments designed to hedge against the risk of ownership of our securities or otherwise offset any decrease in the market value of our securities, including put and call options and collar transactions. The Insider Trading Compliance Program also prohibits directors and senior level employees, including our executive officers, from pledging shares of the Company’s stock or holding them in a margin account as collateral for a loan. ûNo Equity Repricing. We expressly prohibit the repricing of underwater SARs without stockholder approval. ûNo Pension Plans or SERPs. We do not provide our executive officers with tax-qualified defined benefit pension plans or supplemental executive retirement plans. | |
| | | |
Key Objectives of Our Executive Compensation Program
Our executive compensation program focuses on the following three key objectives:
àEmphasizing Pay-for-Performance. Emphasize pay-for-performance by tying annual and long-term compensation incentives to achievement of specified performance objectives or overall stock performance.
àAttracting, Retaining, and Motivating. Attract, retain, and motivate talented executives who will determine our long-term success. We have structured our executive compensation program to be competitive with compensation paid by companies in the same market for executive talent.
àRewarding Contributions and Creating Long-Term Value. We have structured our compensation program to recognize and reward contributions of all employees, including executive officers, in achieving strategic goals and business objectives, while aligning the program with stockholder interests.
Compensation Decision Process
Role of the Compensation Committee
The Compensation Committee is responsible for determining the compensation of our executive officers, including our NEOs. In appropriate circumstances, such as when new market data supports a market adjustment, the Compensation Committee, in its sole discretion, considers the recommendations of our CEO in setting executive compensation, including the compensation of the other NEOs. The Compensation Committee, however, makes all final determinations regarding these awards (subject to any matters requiring approval by the Board and/or our stockholders), and no executive officer is involved in the deliberations or the determination with respect to his or her own compensation. The non-management directors’ practice is to meet in executive session following the Board meeting in September of each year to review and ratify the Compensation Committee’s annual review of the CEO.
Role of Management
For executive officers other than herself, our CEO makes pay recommendations to the Compensation Committee based on competitive market data and an assessment of individual performance. Her recommendations to the Compensation Committee establish appropriate and market-competitive compensation opportunities for our executive officers, consistent with our overall pay philosophy. The Compensation Committee reviews and discusses the recommendations, in conjunction with the Compensation Committee’s independent compensation consultant, in making compensation decisions or recommendations to the full Board. No executive officer participates directly in the final deliberations or determinations regarding his or her own compensation package.
Role of the Independent Compensation Consultant
The Compensation Committee retains the services of Aon as its independent compensation consultant in accordance with the Compensation Committee’s charter. Aon reports directly to the Compensation Committee. The Compensation Committee retains sole authority to hire or terminate Aon, approves its professional fees, determines the nature and scope of its services, and evaluates its performance. Upon request, a representative of Aon attends Compensation Committee meetings and communicates with the Compensation Committee chair between meetings. The Compensation Committee makes all final decisions regarding executive compensation.
Aon’s specific compensation consultation roles include, but are not limited to, the following:
àadvising the Compensation Committee on director and executive compensation trends and regulatory developments;
àdeveloping a peer group of companies for determining competitive compensation rates;
àproviding a total compensation study for executives and independent non-employee board members against peer companies;
àproviding advice to the Compensation Committee on corporate governance best practices, as well as any other areas of concern or risk;
àserving as a resource to the Compensation Committee chair for meeting agendas and supporting materials in advance of each meeting;
àreviewing and commenting on proxy statement disclosure items, including preparation of the CD&A and the Company's 2024 Omnibus Equity Plan; and
àadvising the Compensation Committee on management’s pay recommendations.
The Compensation Committee has assessed the independence of Aon as required by the NYSE listing standards. The Compensation Committee reviewed its relationship with Aon and considered all relevant factors, including those set forth in Rule 10C-1(b)(4)(i) through (vi) of the Exchange Act. Based on this review, the Compensation Committee concluded that there are no conflicts of interest raised by the work performed by Aon.
Role of Peer Companies and Competitive Market Data
To achieve our executive compensation objectives, the Compensation Committee periodically analyzes market data and evaluates individual executive performance with a goal of setting compensation at levels the Compensation Committee believes, based on its general business and industry knowledge and experience, are comparable with executives in other companies operating in the leisure, travel, gaming, and hospitality industries, which we refer to as our “peer group.” We face a somewhat unique challenge in establishing a peer group because few publicly-traded companies participate in more than one of our operating segments. Thus, when evaluating executive compensation, the Compensation Committee includes in our peer group a variety of leisure, travel, gaming, and hospitality companies with whom we may compete for executive talent.
The following peer group development criteria were used to assist with peer group development for the fiscal 2024 pay study:
àIndustries: similar to the Company in the leisure, travel, gaming, and hospitality industries;
àCompany size: approximately 0.4 times to 3 times the Company's annual revenues, with a secondary focus on market cap;
àPeers: companies using the Company in their compensation peer group;
àPeers of peers: companies used in the peer groups of potential peer companies; and
àCompetitors: companies that compete with the Company for business and management talent.
When performing its annual executive compensation review, the Compensation Committee has sole authority to engage an independent compensation consultant to assist in obtaining market data and analyzing the competitive nature of our compensation programs. In August 2023, the Compensation Committee engaged Aon to conduct a competitive market study to assist with fiscal 2024 pay decisions. The study included market data from Aon’s proprietary global compensation survey for similar-sized companies, and proxy disclosures for publicly-traded peer companies from the leisure, travel, gaming, and hospitality industries, as approved by the Compensation Committee. Our peer group approved by the Compensation Committee to assist with fiscal 2024 compensation decisions included:
| | | | | | | | |
| | |
| Boyd Gaming Corporation Cedar Fair, L.P. Choice Hotels International Churchill Downs Inc. Hilton Grand Vacations Hyatt Hotels Corporation Marriott Vacations Worldwide Norwegian Cruise Line Holdings Ltd | PENN Entertainment, Inc. Red Rock Resorts Inc. Royal Caribbean Cruises Ltd. Six Flags Entertainment Corporation Travel + Leisure Co. Wyndham Hotels & Resorts, Inc. Wynn Resorts Ltd. |
| | |
At the time of Compensation Committee’s review, the 25th percentile of our fiscal 2024 peer group had a market cap of $3,733,000,000 and annual revenue of $1,737,000,000, the median of our fiscal 2024 peer group had a market cap of $5,522,000,000 and annual revenue of $3,567,000,000, and the 75th percentile of our fiscal 2024 peer group had a market cap of $8,242,000,000 and annual revenue of $4,750,000,000. Royal Caribbean Cruises Ltd. was added to the fiscal 2024 peer group because of their common use as part of the compensation peer group of our peers, strong brand, and comparable annual revenues.
The Compensation Committee uses competitive compensation data from the annual total compensation study of peer companies and survey data to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, the Compensation Committee uses multiple reference points when establishing targeted compensation levels. The Compensation Committee does not benchmark specific compensation elements or total compensation to any specific percentile relative to the peer companies or the broader United States market. Instead, the
Compensation Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as Company, business and individual performance, scope of responsibility, critical needs and skill sets, leadership potential, and succession planning. The Compensation Committee also evaluates the compensation programs of other companies which, while not in the peer set, have similar characteristics of the Company’s business model, complexity, and sophistication.
Role of Tally Sheets and Company-Specific Factors
In addition to considering market data with respect to executive compensation practices of companies within our peer group, the Compensation Committee takes into account individual performance, our retention needs, our relative performance, and our own strategic goals. We also conduct an annual review of the aggregate level of our executive compensation program as part of our annual budget review and annual performance review processes, which includes determining the operating metrics and non-financial elements used to measure our performance and to compensate our executive officers.
The Compensation Committee, in conjunction with data and recommendations provided by our independent compensation consultant in any given year, also annually analyzes tally sheets prepared for each NEO. These tally sheets present the dollar amount of each component of the NEO’s compensation, including current cash compensation (base salary and the MIP award for the applicable fiscal year), perquisites and the value of equity awards previously granted to the NEO as of the applicable fiscal year end, as well as the amounts that would have been payable to the NEO if employment had been terminated under various scenarios as of the end of the most recently completed fiscal year. The Compensation Committee uses these tally sheets, which provide substantially the same information as is provided in the tables included in this proxy statement, together with peer group data, primarily for purposes of analyzing our NEOs’ total compensation and determining whether it is appropriate to adjust the compensation mix for our NEOs on a going-forward basis. In its most recent review of tally sheets, the Compensation Committee determined that total compensation amounts for our NEOs remained consistent with our executive compensation philosophy and objectives.
Determination of CEO Compensation
At its second regularly scheduled meeting of the fiscal year, the Compensation Committee reviews and evaluates CEO performance, and determines performance achievement levels, for the prior fiscal year. The Committee also reviews competitive compensation data. Following review and discussion of the Company's financial performance at the first regularly scheduled Board meeting of the fiscal year, the Committee approves the CEO’s compensation.
Elements of Compensation
Our executive compensation program consists of the following elements, which are reviewed annually by the Compensation Committee and may be adjusted to align with market standards:
| | | | | | | | | | | | | | | | | | | | |
| Compensation Element | | Objective | | Key Features | |
| | | | | | |
| | | | | | |
| Base Salary | | To attract and retain executives with a proven track record of performance | | àBased primarily on the scope of an executive officer’s responsibilities, taking into account individual performance and experience, competitive market compensation for similar positions, as well as seniority of the individual, our ability to replace the individual, the impact the individual’s loss would have on the Company, and other factors which may be deemed to be relevant by the Compensation Committee. àNo guaranteed increases to base salary. | |
| | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Compensation Element | | Objective | | Key Features | |
| | | | | | |
| | | | | | |
| Annual MIP Award | | To motivate achievement of annual financial, operational, and strategic goals and achievement of individual annual performance objectives | | àFor each fiscal year, Company performance drives the overall funding of the MIP. Additionally, individual MIP payments are subject to an individual performance multiplier for all NEOs, except for Ms. Lynch whose award is based solely on the funded amount of target MIP determined by Company performance because, unlike other NEOs, she is responsible for all aspects of Company performance, and Mr. Katz, who is not eligible for an MIP award. àMIP awards are paid in cash only. | |
| | | | | | |
| Equity Incentive Awards | | To motivate and reward executive officers to achieve multi-year strategic goals, align interests with shareholders, and to deliver sustained long-term value to shareholders, as well as to attract and retain executive officers | | àEquity awards are granted under our stockholder-approved 2015 Omnibus Incentive Plan, referred to in this proxy statement as the 2015 Plan. àFor fiscal 2024, we granted time-based vesting RSUs and SARs to provide a balanced portfolio of potential wealth accumulation and alignment to our shareholders’ long-term investment interests. Value in both programs fluctuates with our stock price, and SARs only have value if the share price exceeds the exercise price. àSARs are granted with an exercise price of no less than the closing price of our common stock on the grant date. For Ms. Lynch, we grant Premium SARs with the exercise price set 10% higher than the fair market value on the grant date. Shareholders realize a 10% return before Ms. Lynch may recognize personal gains. àFor equity awards granted in fiscal 2021 and beyond, in the event of a change in control, equity vesting will only accelerate if an award is not assumed or replaced or in the event of a “double trigger” termination without cause within 12 months of a change in control event. Accordingly, no outstanding unvested awards provide for accelerated vesting if such awards are assumed or replaced, or in the event of a termination without cause. | |
| | | | | | |
| Limited Perquisites | | To incentivize executives to use the Company’s services in order to help them in their performance by allowing them to evaluate our resorts and services based upon firsthand knowledge | | àIncludes our Perquisite Fund Program, under which certain of our senior management, receive an annual allowance, based on executive level, to be used at the Company’s owned or operated resorts. Executives may draw against the account to pay for services or goods, at the market rate for the applicable resort or services. Amounts used by executives are taxed as ordinary income, like other compensation. Unused funds at the end of each fiscal year are forfeited. àAll Company employees enjoy skiing privileges, including our executives. | |
| | | | | | |
2024 Compensation Decisions
The Compensation Committee approved the following fiscal 2024 compensation program for Ms. Lynch:
àAnnual base salary of $1,091,800;
àAnnual MIP target equal to 100% of her base salary, subject to the terms and conditions of the Company’s MIP;
àAnnual equity target of approximately $4,913,100 comprised of 50% RSUs and 50% Premium SARs at a 10% premium to market, which vest in three equal installments beginning on the first anniversary of the grant date; and
àParticipation in the Perquisite Fund Program with an annual allowance of $80,000 per year to be used at the Company’s owned or operated resorts.
For fiscal 2024, the Compensation Committee approved a salary of $1,091,800 for Mr. Katz, our Executive Chairperson, and target equity awards under the 2015 Plan of approximately $1,091,800. The equity awards were comprised of 50% RSUs and 50% SARs, each of which vest in three equal installments beginning on the first anniversary of the grant date. Mr. Katz is not eligible to participate in the Company’s MIP.
Base Salary. The Compensation Committee generally reviews and adjusts base salaries annually at its September committee meeting, with new salaries effective as of the following pay period.
Fiscal 2024 approved salaries reflect a recognition of individual performance, a thorough review of competitive market data from the Aon executive compensation study, and the overall growth and results of the Company in fiscal 2024.
| | | | | | | | | | | | | | | | | |
| Name | Fiscal 2023 Approved Base Salary ($) | Fiscal 2024 Approved
Base Salary
($) | % Change
Approved Base Salary
(%) | |
| | | | | |
| Kirsten A. Lynch | 1,060,000 | | 1,091,800 | | 3.0 | | |
| Robert A. Katz | 1,060,000 | | 1,091,800 | | 3.0 | | |
| Angela A. Korch | 550,000 | | 590,000 | | 7.3 | | |
| William C. Rock | 500,000 | | 515,000 | | 3.0 | | |
| David T. Shapiro(1) | 609,500 | | 627,785 | | 3.0 | | |
| Gregory J. Sullivan | 427,869 | | 440,705 | | 3.0 | | |
(1)Mr. Shapiro's 2024 fiscal year salary reflects his approved full year base salary. Mr. Shapiro's actual salary through the date of his departure from the Company on February 23, 2024 was $371,443.
Annual MIP Awards. Certain of our NEOs were eligible to receive an annual MIP award for fiscal 2024 based upon the Company’s performance and for all NEOs other than Ms. Lynch, the NEO’s individual performance during fiscal 2024. As Executive Chairperson, Mr. Katz is not eligible to participate in the MIP.
Annual Funding of the MIP. The Compensation Committee has established Resort Reported EBITDA as the primary performance measure to determine MIP funding. The Compensation Committee bases the Resort Reported EBITDA target on the target set by our Board annually when approving the Company’s financial budget. In setting the performance measures and goals, the Compensation Committee considers our past performance, broader economic trends that may impact us in the upcoming year, and our historical performance against MIP targets.
Please see pages 44, 45, and 54 of our Annual Report on Form 10-K filed on September 26, 2024 for information regarding our use of the non-GAAP financial measures discussed in this CD&A. For a reconciliation of the differences between Resort Reported EBITDA and the most directly comparable GAAP financial measures, see Appendix A of this proxy statement.
Resort Reported EBITDA Target. For fiscal 2024, the Resort Reported EBITDA target was set at $940 million, which was based upon our approved budget for fiscal 2024. This target excludes (i) any EBITDA and related closing, acquisition, and integration related expenses associated with any acquisitions completed or signed during fiscal 2024 (including Crans-Montana Mountain Resort), (ii) the impact of any exercises of SARs by the CEO or Executive Chairperson during the fiscal year (of which there were none for fiscal 2024), and (iii) the impact of any currency fluctuations on the Company’s results.
The Compensation Committee established the performance measure at the beginning of the fiscal year with the expectation that the target level of performance of these goals would require significant effort and substantial progress toward our strategic plan goals in light of the business environment at that time.
The following table summarizes funding opportunity from threshold to maximum performance.
MIP Funding for Resort Reported EBITDA
| | | | | | | | | | | | | | |
| Percentage of Target
Performance Achieved
(%) | Percentage of Annual Target Funding Level Available under the MIP
(%) | Fiscal 2024 Resort Reported EBITDA Value
($) | |
| | | | |
| Less than 80% | 0% | Less than $752.0 million | |
| 80% | 15% | $752.0 million | |
| 90% | 25% | $846.0 million | |
| 95% | 50% | $893.0 million | |
| 100% | 100% | $940.0 million | |
| 110% | 175% | $1,034.0 million | |
| 120% or greater | 200% | $1,128.0 million or greater | |
In the event our Resort Reported EBITDA for any fiscal year exceeds the specified threshold level, then the MIP is funded at the appropriate level and each NEO is eligible to receive an MIP award. For achievement between annual target funding level percentages, the payout is determined by linear interpolation.
Target Annual MIP Awards. The NEOs’ target MIP awards as a percentage of their base salaries was determined based on a combination of competitive market data for each NEOs' role and the role’s ability to influence our performance. For fiscal 2024, except as noted in the table below, each NEO was eligible for an annual MIP award based on a percentage of annual base salary. The following table sets forth the target annual MIP awards as a percentage of base salary approved by the Compensation Committee at the start of the fiscal year for each of fiscal 2024 and 2023, and the percentage change in the target from fiscal 2024 to 2023.
| | | | | | | | | | | | | | | | | |
| Name | 2023 Target Annual MIP Award
as Percentage of Base Salary
(%) | 2024 Target Annual MIP Award
as Percentage of Base Salary
(%) |
% Change
(%) | |
| | | | | |
| Kirsten A. Lynch | 100% | 100% | — | |
| Robert A. Katz(1) | — | — | — | |
| Angela A. Korch | 75% | 75% | — | |
| William C. Rock | 75% | 75% | — | |
| David T. Shapiro(2) | 50% | — | N/A | |
| Gregory J. Sullivan | 50% | 50% | — | |
(1)As Executive Chairperson, Mr. Katz is not eligible for an MIP award.
(2)Mr. Shapiro was not eligible for an MIP award for fiscal 2024 due to his departure from the Company on February 23, 2024.
The table below sets forth the threshold, target and maximum awards payable under the MIP for each NEO in fiscal 2024 who was eligible for an award at the time that the Committee established the NEO’s opportunity:
| | | | | | | | | | | | | | | | | |
| Name | Threshold
($) | Target
($) | Maximum
($) | |
| | | | | |
| Kirsten A. Lynch | — | | 1,091,800 | | 2,183,600 | | |
| Robert A. Katz(1) | — | | — | | — | | |
| Angela A. Korch | — | | 442,500 | | 1,150,500 | | |
| William C. Rock | — | | 386,250 | | 1,004,250 | | |
| David T. Shapiro(2) | — | | — | | — | | |
| Gregory J. Sullivan | — | | 220,353 | | 572,917 | | |
(1)As Executive Chairperson, Mr. Katz is not eligible for an MIP award.
(2)Mr. Shapiro was not eligible for an MIP award for fiscal 2024 due to his departure from the Company on February 23, 2024.
Individual MIP Award Determination. Once funding was established for fiscal 2024, the actual MIP award paid to each NEO was determined by individual performance achievements against their individual performance objectives. In the case of Ms. Lynch, her award is based solely on the funded amount of target MIP determined by Company performance because, unlike other NEOs, she is responsible for all aspects of Company performance. This structure reflects our objective to incentivize individual performance, while at the same time requiring that overall Company performance standards are met before MIP funding can occur. Mr. Katz was not eligible to participate in the MIP and Mr. Shapiro was ineligible for a MIP award for fiscal 2024 due to his departure from the Company.
Achievement of individual performance objectives can result in the NEO receiving a MIP award equal to 0%, 50%, 100%, 120%, or 130% of the funded amount (i.e., the amount achieved based on Company performance) (subject to availability of funds under the MIP) and subject to further adjustments at the discretion of the Compensation Committee. Individual performance objectives vary depending upon our strategic plan and each NEO’s individual responsibilities are established at the beginning of each fiscal year, with the expectation in fiscal 2024 that the target level of performance of these objectives would require significant effort and substantial progress toward the goals of our strategic plan in light of the current business environment. As a result, the Committee believed that there was a moderate likelihood that the NEO’s would satisfy his or her respective performance objectives in fiscal 2024. The maximum payout opportunity for individual plan participants other than the CEO is 260% of target (assumes maximum Resort Reported EBITDA funding of 200% and maximum individual performance funding at 130%).
Example. An executive whose MIP award funding is 100% based on Resort Reported EBITDA, earning $300,000 annually with a target MIP award of 50% of base salary, would have an available MIP award funding of $150,000 (“Target Funding Amount”) for 100% achievement of Resort Reported EBITDA (100% times 50% salary target times 100% funding based on Resort Reported EBITDA achievement). If Company performance resulted in Resort Reported EBITDA of achievement of 90%, the MIP award funding would be equal to 25% of the Target Funding Amount (as set forth in the table above), or $37,000 (“Actual Funding Amount”). However, because the executive’s total MIP award is also subject to the achievement of individual performance objectives, an executive’s ultimate total MIP award is equal to an individual performance multiplier of 0%, 50%, 100%, 120%, or 130% of the Actual Funding Amount based on individual performance (subject to availability of funds under the MIP). Accordingly, if the executive achieved 120% of individual performance, the ultimate MIP award payout would be $45,000 (Actual Funding Amount of $37,500 multiplied by 120% for individual performance).
Fiscal 2024 Results. In fiscal 2024, we met 88.74% of the Resort Reported EBITDA target, which resulted in a funding level at 23.74% of the target funding level for that component of the funding calculation. Based upon these results and individual performance, and noting that individual performance achievement was 100% for each NEO's respective Actual Funding Amount, the Compensation Committee determined the final MIP award amounts as follows (which is equal to 23.74% of target for each eligible individual):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | 2024 Base Salary
($) | 2024 Target Annual MIP Award as Percentage of Base Salary
(%) | 2024 Target Annual Award MIP Payout
($) (a) | 2024 Resort Reported EBITDA MIP Award Funding (%) (b) | 2024 Individual Performance Modifier
(%) (c) | 2024 MIP Award
($) (a * b * c) | |
| | | | | | | | |
| Kirsten A. Lynch | 1,091,800 | | 100 | | 1,091,800 | | 23.74 | | n/a(1) | 259,193 | | |
| Robert A. Katz(2) | 1,091,800 | | — | | — | | — | | — | — | |
| Angela A. Korch | 590,000 | | 75 | | 442,500 | | 23.74 | | 100 | 105,050 | | |
| William C. Rock | 515,000 | | 75 | | 386,250 | | 23.74 | | 100 | 91,696 | | |
| David T. Shapiro(3) | 627,785 | | — | | — | | — | | — | — | |
| Gregory J. Sullivan | 440,705 | | 50 | | 220,353 | | 23.74 | | 100 | 52,312 | | |
(1)Ms. Lynch’s award does not include an individual performance component because, unlike other NEOs, she is responsible for all aspects of Company performance.
(2)As Executive Chairperson, Mr. Katz is not eligible for an MIP award.
(3)Mr. Shapiro was not eligible for an MIP award for fiscal 2024 due to his departure from the Company on February 23, 2024.
Long-Term Equity Incentives
Our long-term equity incentive award program is designed to promote long-term Company performance and align each executive’s interests with stockholder interest, to reward the achievement of long-term goals, and to promote stability and corporate loyalty among our executives. The Compensation Committee bases awards of long-term equity compensation on a number of factors, including competitive market practices as determined by our peer group analysis, the information provided by our independent compensation consultant, the amount of cash compensation that is currently paid to each NEO, each NEO’s level of responsibility, our retention objectives, and our pay-for-performance philosophy. In general, the Compensation Committee makes long-term equity award determinations for executive officers in September of each year and typically consults with our CEO in determining the size of grants to each NEO, other than herself, although the Compensation Committee makes all final determinations. The non-management directors’ practice is to meet in executive session following the Board meeting in September of each year to review and ratify the Compensation Committee’s annual review of the CEO. In fiscal 2024, the Compensation Committee granted long-term equity incentive awards under the stockholder-approved 2015 Plan.
For fiscal 2024, the Compensation Committee awarded each NEO an equity value based on individual achievements and performance. The Compensation Committee granted Ms. Lynch her long-term equity for fiscal 2024 as approximately 50% RSU value and approximately 50% Premium SAR value. To further promote retention, the RSUs and SARs granted in fiscal 2024 vest in equal annual installments over a three-year period commencing on the first anniversary date of the grant. As the awards are inherently tied to the value of our common stock, we consider a vesting schedule based upon continued service appropriate to meet the desire for both retention and variable, at-risk pay.
The Compensation Committee has structured the mix of long-term and short-term equity awards and the relative weight assigned to each type to motivate performance against long-term targets, stock price appreciation over the long term and to encourage ownership and retention while aligning executive officers’ interests with those of our stockholders. The RSUs are complementary to the SARs because they have upside potential, but deliver some value even during periods of market or stock price underperformance, providing a retention incentive and reinforcing an ownership culture and commitment to the Company.
The table below shows the number and grant date fair value of the equity awards granted to our NEOs in fiscal 2024.
| | | | | | | | | | | | | | | | | | | | |
| Name | RSU Value
($) | RSUs Granted(1)
(#) | SAR Value
($) | SARs Granted
(#) | |
| | | | | | |
| Kirsten A. Lynch | 2,456,356 | | 12,008 | | 2,456,542 | | 44,111 | | |
| Robert A. Katz | 545,766 | | 2,668 | | 545,895 | | 8,849 | | |
| Angela A. Korch | 733,552 | | 3,586 | | 733,741 | | 11,894 | | |
| William C. Rock | 514,878 | | 2,517 | | 514,988 | | 8,348 | | |
| David T. Shapiro(2) | 891,063 | | 4,356 | | 891,050 | | 14,444 | | |
| Gregory J. Sullivan | 225,834 | | 1,104 | | 225,970 | | 3,663 | | |
(1)The grant-date fair value of RSUs is determined based on the Company's closing market stock price on the date of grant, reduced by the present value of estimated dividends to be paid on the underlying shares that will not be paid on such RSUs during the requisite service period, discounted at the appropriate risk-free interest rate.
(2)Mr. Shapiro's fiscal 2024 equity awards were forfeited upon his separation from the Company on February 23, 2024.
Other Executive Compensation Policies and Practices
Perquisites and Other Benefits
We provide the NEOs with certain health and welfare benefits, relocation program benefits, and a tax-qualified 401(k) plan in the same manner that such benefits have been made available to other salaried employees of the Company. We also pay premiums for supplemental life insurance and disability insurance on behalf of our NEOs that are consistent with those provided to similarly situated executives at other companies.
Under our Executive Perquisite Fund Program, we offer the NEOs a specified allowance at our owned and operated properties to incentivize our executive officers to visit and use our resorts in order to make informed decisions regarding our business and the guest experience and provide relevant feedback concerning our properties and services. Executives may draw against the credit to pay for services or goods at the market rate, such as towards lodging, ski school privileges, and discretionary spending on services or goods at our properties for personal use. Amounts of the fund used by the NEO are taxed as ordinary income, like other compensation. In addition, the Company also provided each NEO with access to one or more of our private clubs through our quality assessment program, for which the Company incurs no incremental costs.
The Compensation Committee reviews perquisites in the tally sheets for both appropriateness and effectiveness. However, the value of any perquisites provided to any of the NEOs is a limited portion of any officer’s compensation.
Clawback Policy
Our clawback policy requires the Company to recoup incentive-based compensation that was paid to executive officers based on financial statements that were subsequently restated. The policy provides that in the event the Company is required to prepare an accounting restatement due to material noncompliance with financial reporting requirements, and regardless of whether the executive officer contributed to the cause of the noncompliance, our Board will review all MIP awards and equity awards made to executive officers during the three-year period prior to the restatement on the basis of having met or exceeded specific performance targets. If such payments would have been lower had they been calculated based on such restated results, our Board will recoup the amounts received in excess of the amount that would have been paid based on the restated results. The policy is designed to ensure accountability and to reinforce our commitment to ethical conduct and financial integrity. It covers both cash and equity-based incentives and applies to current and former executives. The Compensation Committee has the authority to determine the amount of compensation to be recovered and the method of recovery.
The Company reviews its clawback policy periodically to ensure compliance with applicable law, NYSE listing standards, and corporate governance best practices. The foregoing summary of the clawback policy does not purport to be complete and is qualified in its entirety by reference to the full text of the clawback policy attached as Exhibit 97.1 to the Company's Annual Report on Form 10-K filed on September 26, 2024.
Insider Trading Policy
We have adopted the Vail Resorts Inc. Insider Trading Compliance Program (the “Insider Trading Policy”), which governs the purchase, sale, and other dispositions of our securities by all of our directors, officers, and employees, as well as their family members and other persons who live with them, and any corporations, limited liability companies, partnerships, trusts, or other entities over which they exert influence or control. The Insider Trading Policy is designed to promote compliance with insider trading laws, rules and regulations, as well as the rules and regulations of the NYSE. It prohibits those who are subject to the policy from trading securities of any company, including the Company, while in possession of material non-public information, and from buying, selling, or gifting Company securities even if not in possession of such information during certain trading blackout periods, subject to limited exceptions. It also prohibits those who are subject to the policy from effecting short sales of Company securities and from engaging in hedging transactions and purchasing or selling derivative securities, such as puts and calls, relating to Company securities. The Insider Trading Policy also imposes additional trading restrictions applicable to our directors, executive officers and Insiders (as defined therein). The foregoing summary of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Insider Trading Policy attached as Exhibit 19.1 to the Company's Annual Report on Form 10-K filed on September 26, 2024.
Stock Ownership Guidelines for Executives
Consistent with our objective of encouraging executive stock ownership to create long-term stockholder value by aligning the interests of our executives with our stockholders, the Company has adopted executive stock ownership guidelines. Under the guidelines, our executive officers are expected to hold shares of our common stock equal to multiples of their base salaries as follows:
| | | | | | | | | | | |
| Title | Multiple of Base Salary | |
| | | |
| Executive Chairperson | 6x | |
| Chief Executive Officer | 6x | |
| Chief Financial Officer | 3x | |
| Presidents | 3x | |
| Executive Vice Presidents | 2x | |
Until an executive achieves the required level of ownership, he or she is required to retain at least 75% of the net shares received as a result of the vesting of RSUs or restricted stock or the exercise of SARs. Net shares are those that remain after shares are netted to pay any applicable exercise price and/or statutory tax withholdings. Shares of common stock, stock owned in a directed retirement plan or IRA, and the intrinsic value of vested equity grants count as stock ownership for purposes of these guidelines.
Policy Prohibiting Hedging and Pledging Transactions
Our Insider Trading Policy prohibits directors and senior level employees, including our executive officers, from engaging in hedging transactions designed to offset decreases in the market value of the Company’s securities, including engaging in short sales or investing in other derivatives of the Company’s securities, including put and call options and collar transactions. The Insider Trading Policy also prohibits directors and senior level employees, including our executive officers, from pledging shares of the Company’s stock or holding them in a margin account as collateral for a loan. The foregoing summary of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Insider Trading Policy attached as Exhibit 19.1 to the Company's Annual Report on Form 10-K filed on September 26, 2024. For additional information on our Insider Trading Policy, see “—Insider Trading Policy” above.
Summary Compensation Table for Fiscal 2024
The following table summarizes the total compensation paid or earned by the NEOs for each of the last three fiscal years during which the officer was a NEO:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option/Share Appreciation Right Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | |
| | | | | | | | | | |
| Kirsten A. Lynch Chief Executive Officer | 2024 | 1,086,908 | — | 2,456,356 | 2,456,542 | 259,193 | 29,587 | 6,288,586 | |
| 2023 | 1,050,769 | — | 2,384,820 | 2,384,996 | 331,250 | 43,467 | 6,195,302 | |
| 2022 | 885,999 | — | 2,249,991 | 2,249,981 | 1,188,300 | 35,357 | 6,609,628 | |
| Robert A. Katz Executive Chairperson and Former Chief Executive Officer | 2024 | 1,086,908 | — | 545,766 | 545,895 | — | 23,501 | 2,202,070 | |
| 2023 | 1,050,769 | — | 529,894 | 529,965 | — | 23,051 | 2,133,679 | |
| 2022 | 1,000,320 | — | 499,847 | 499,986 | — | 22,301 | 2,022,454 | |
| Angela A. Korch Executive Vice President and Chief Financial Officer | 2024 | 583,846 | — | 733,552 | 733,741 | 105,050 | 27,007 | 2,183,196 | |
| 2023 | 323,654 | — | 647,366 | 347,561 | 86367 | 22,099 | 1,427,047 | |
| William C. Rock President - Mountain Division | 2024 | 512,692 | — | 514,878 | 514,988 | 91,696 | 18,593 | 1,652,847 | |
| David T. Shapiro Former Executive Vice President, General Counsel and Secretary | 2024 | 371,443 | — | 891,063 | 891,050 | — | 9,078 | 2,162,634 | |
| 2023 | 604,192 | — | 865,093 | 865,091 | 95,234 | 30,209 | 2,459,819 | |
| 2022 | 564,539 | — | 768,786 | 768,912 | 341,636 | 27,561 | 2,471,434 | |
| Gregory J. Sullivan Executive Vice President, Retail/Rental and Hospitality | 2024 | 438,730 | — | 225,834 | 225,970 | 52,312 | 32,869 | 975,715 | |
(1)Amounts shown reflect salary earned during the fiscal year, which differ from base salaries in that year based in part on the timing of previous year annual adjustments, mid-year promotions, service period, and other adjustments in any given year.
(2)Awards consist of RSUs. The amounts represent the aggregate grant date fair value of RSUs granted during the applicable fiscal year computed in accordance with FASB ASC Topic 718, and do not represent cash payments made to individuals or amounts realized, or amounts that may be realized. Assumptions used in the calculation of these amounts are included in note 14 to our audited financial statements for fiscal 2024, which are included in our Annual Report.
(3)Awards consist of SARs. The amounts represent the aggregate grant date fair value of SARs granted during the applicable fiscal year computed in accordance with FASB ASC Topic 718, and do not represent cash payments made to individuals or amounts realized, or amounts that may be realized. Assumptions used in the calculation of these amounts are included in note 14 to our audited financial statements for fiscal 2024, which are included in our Annual Report.
(4)In September 2024, pursuant to the MIP, as more fully described in the CD&A and based upon the attainment of performance targets previously established by the Compensation Committee under the MIP, the Compensation Committee approved fiscal 2024 MIP awards for the NEOs other than Messrs. Katz and Shapiro. Such amounts were paid in October 2024.
(5)All other compensation for fiscal 2024 includes the following:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | Fiscal
Year | Company Contributions Under 401(k) Savings Plan ($)(a) | Company-paid
Supplemental
Life Insurance Premiums ($)(b) | Company-paid Supplemental Disability Insurance Premiums ($)(c) | Company-paid Lodging, Ski School Privileges and Discretionary Spending on Goods and Services
($)(d) | Total ($) | |
| | | | | | | | |
| Kirsten A. Lynch | 2024 | |