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By order of the Board of Directors,
James Savina General Counsel &
Corporate Secretary
April 5, 2024
TABLE OF CONTENTS | | | | | | | | | | | | | | | | | | | | | | | | | 
| | Scott G. McLester
Corporate Secretary
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WYNDHAM WORLDWIDE CORPORATION
PROXY STATEMENT The enclosed proxy materials are provided to you at the request of the Board of Directors of Wyndham Worldwide Corporation (Board) to encourage you to vote your shares at our 2017 annual meeting of shareholders.
This proxy statement contains information on the following matters that will be presented at the meeting2024 Annual Meeting of Shareholders (Annual Meeting) and is provided to assist you in voting your shares. References in this proxy statement to “we,” “us,” “our” and “Wyndham Worldwide” refer to Wyndham Worldwide Corporation and our consolidated subsidiaries.Our Board made these materials available to you over
| | | | | | | | | | | | | VOTING MATTER | BOARD VOTE RECOMMENDATION | PAGE REFERENCE | Proposal 1: | Election of Directors | FOR ALL of the director nominees | | Proposal 2: | Advisory approval of our executive compensation program ("say-on-pay vote") | FOR | | | Proposal 3: | Ratification of the appointment of the Independent Registered Public Accounting Firm for 2024 | FOR | | Proposal 4: | Amend our Certificate of Incorporation to provide for exculpation of certain officers of the Company | FOR | | Proposal 5: | Amend our Certificate of Incorporation to require that claims under the Securities Act be brought only in federal court | FOR | |
For additional information about the InternetAnnual Meeting, please see FAQs about the Annual Meeting on page 57. On or upon your request, mailed you printed versions of these materials in connection with our 2017 annual meeting. Weabout April 5, 2024, we will mailbegin mailing a Notice of Internet Availability of Proxy Materials (Notice) to ourall shareholders beginning on or aboutof record as of March 29, 201725, 2024, and will post our proxy materials on ourthe website referenced in the Notice on that same date. We are, on behalfNotice.
PROPOSAL 1: ELECTION OF DIRECTORS The Travel + Leisure Co. Board of Directors (Board) is comprised of a diverse, highly experienced and engaged group of individuals. The Board has nominated our Board, soliciting your proxy to vote your sharesnine current Directors for election at our 2017the Annual Meeting for a term expiring at the 2025 annual meeting of shareholders. We solicitshareholders, consistent with the recommendation of the Corporate Governance Committee.
Each Director nominee has agreed to be named in this proxy statement and if elected to serve until such Director’s successor is elected and qualified or until such Director’s earlier resignation, retirement, disqualification or removal. Accordingly, we do not know of any reason why any nominee would be unable to serve as a Director. If any nominee is unable or unwilling for good cause to serve, the shares represented by all valid proxies to give all shareholders of record an opportunity to vote on matters that will be presented atvoted for the annual meeting.FREQUENTLY ASKED QUESTIONS
When and where willelection of such other person as the annual meeting be held?
The annual meeting will be held on Tuesday, May 9, 2017 at 11:30 a.m. local time at Wyndham Worldwide Corporation, 22 Sylvan Way, Parsippany, New Jersey 07054.
What am I being asked to vote on at the meeting?
You are being asked to vote on the following:
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| | the election of eight Directors for a one‑year term
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| | the approval of our executive compensation program
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| | the frequency of the advisory vote on executive compensation
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| | the ratification of the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for fiscal year 2017
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| | a shareholder proposal regarding political contributions disclosure if properly presented at the meeting
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| | to transact any other business that may be properly brought before the meeting or any adjournment or postponement of the meeting.
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We are not aware of any other matters that will be brought before the shareholders for a vote at the annual meeting. If any other matters are properly presented for a vote the individuals named as proxies will have discretionary authorityBoard may nominate to the extent permitted by applicable law to vote on such matters according to their best judgment.
Who may vote and how many votes does a shareholder have?
All holders of record of our common stock as of the close of business on March 17, 2017 (record date) are entitled to vote at the meeting. Each shareholder will have one vote for each share of our common stock held as of the close of business on the record date. As of the record date 104,740,966 shares of our common stock were outstanding. There is no cumulative voting and the holders of our common stock vote together as a single class.
or rule.
How many votes must be present to hold the meeting?
The holders of a majority of the outstanding shares offollowing table provides summary information about our common stock entitled to vote at the meeting, or 52,370,484 shares, also known as a quorum, must be present in person or by proxy at the meeting in order to constitute a quorum necessary to conduct the meeting. Abstentions and broker non‑votes will be counted for the purposes of establishing a quorum at the meeting. A broker non‑vote occurs when a broker or other nominee submits a proxyDirector nominees. Your Board recommends that states that the broker does not vote for some or all of the proposals because the broker has not received instructions from the beneficial owner on how to vote on the proposals and does not have discretionary authority to vote in the absence of instructions.
We urge you to vote by proxy even if you plan to attend the meeting so that we will know as soon as possible that a quorum has been achieved.
How do I vote?
Even if you plan to attend the meeting you are encouraged to vote by proxy.
If you are a shareholder of record, also known as a registered shareholder, you may vote in one of the following ways:
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| | by telephone by calling the toll‑free number (800) 690‑6903 (have your Notice or proxy card in hand when you call)
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| | by Internet at http://www.proxyvote.com (have your Notice or proxy card in hand when you access the website)
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| | if you received (or requested and received) a printed copy of the annual meeting materials, by returning the enclosed proxy card (signed and dated) in the envelope provided or
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| | in person at the annual meeting (please see below under How do I attend the meeting?).
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If your shares are registered in the name of a bank, broker or other nominee, follow the proxy instructions on the form you receive from the bank, broker or other nominee. You may also vote in person at the annual meeting – please see below under How do I attend the meeting?
When you vote by proxy your shares will be voted according to your instructions. If you sign your proxy card or vote by Internet or by telephone but do not specify how you want your shares to be voted they will be voted as the Board recommends.
What if I am a participant in the Wyndham Worldwide Corporation Employee Savings Plan?
For participants in the Wyndham Worldwide Corporation Employee Savings Plan with shares of our common stock credited to their accounts, voting instructions for the trustees of the plan are also being solicited through this proxy statement. In accordance with the provisions of the plan the trustee will vote shares of our common stock in accordance with instructions received from the participants to whose accounts the shares are credited. If you do not instruct the plan trustee on how to vote the shares of our common stock credited to your account the trustee will vote those shares in proportion to the shares for which instructions are received.
How does the Board recommend that I vote?
The Board recommends the following votes:
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| | FOR the election of each of the Director nominees
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| | FOR the approval of our executive compensation program
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| | for the advisory vote on executive compensation to be held EVERY YEAR
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| | FOR the ratification of the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for fiscal year 2017
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| | AGAINST the shareholder proposal regarding political contributions disclosure.
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How many votes are required to approve each proposal?
In “FOR” the election of Directors the affirmative vote of a pluralityeach of the votes present in person or by proxynine nominees. Detailed biographical information about each Director nominee begins on page 5.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Director | | Committee Member | | Nominee Name & Biography Snapshot | Age | Since | Independent | A | C | E | G | | Stephen P. Holmes Non-Executive Chairman and former Chairman & CEO Travel + Leisure Co. (f/k/a Wyndham Worldwide Corp.) | 67 | 2006 | | | | + | | | Louise F. Brady Co-founder and Managing Partner Piedmont Capital Partners, LLC, Piedmont Capital Partners II, LLC, and Piedmont Capital Investments, LLC | 59 | 2016 | ü | l | + | | | | Michael D. Brown President and Chief Executive Officer Travel + Leisure Co. | 53 | 2018 | | | | l | | | James E. Buckman Former Vice Chairman York Capital Management | 79 | 2006 | | | l | l | | | George Herrera President and Chief Executive Officer Herrera-Cristina Group, Ltd. | 67 | 2006 | ü | l | | | + | | Lucinda C. Martinez Founder Lumark, LLC | 53 | 2021 | ü | | | | l | | Denny Marie Post Former Co-President Nextbite | 67 | 2018 | ü | | l | | l | | Ronald L. Rickles Former Senior Partner Deloitte & Touche LLP | 72 | 2018 | ü | + | | | l | | Michael H. Wargotz Former Chairman Axcess Ventures | 65 | 2006 | ü | l | l | l | |  Lead Director + Chair l Member A Audit C Compensation E Executive G Corporate Governance |
Director Skills, Qualifications, Diversity and entitled to vote atRefreshment Each Director nominee has the meeting is required. This means the Director nominees receiving the greatest number of votes will be electedskills, experience and abstentions and broker non‑votes will have no effect on the outcome of the vote. However, as further described under Election of Directors, under the Board’s Corporate Governance Guidelines any nominee for Director who receives a greater number of votes withheld than votes for election is required to tender his or her resignation for consideration by the Corporate Governance Committee.For the proposal regarding the frequency of the advisory vote on executive compensation, the choice (i.e., every year, every two years or every three years) receiving the highest number of votes cast by shareholders will be considered bypersonal qualities the Board as the expressed preference of shareholders. Abstentions and broker non-votes will have no effect on the outcome of the vote.
For all other proposals, the affirmative vote of the holders of a majority of the shares represented at the meetingseeks in person or by proxy and entitled to vote on the proposal will be required for approval. Abstentions will have the effect of a vote against any of these proposals. Broker non‑votes will have no effect on the outcome of these proposals.
If your shares are registered in the name of a bank, broker or other financial institution and you do not give your broker or other nominee specific voting instructions for your shares, under rules of the New York Stock Exchange, your record holder has discretion to vote your shares on the ratification of auditor proposal but does not have discretion to vote your shares on any of the other proposals. Your broker, bank or other financial institution will not be permitted to vote on your behalf on the election of Director nominees, the advisory vote on executive compensation, the advisory vote regarding the frequency of the advisory vote on executive compensation or the shareholder proposal regarding political contributions disclosure unless you provide specific instructions before the date of the annual meeting by completing and returning the voting instruction or proxy card or following the instructions provided to you to vote your shares by telephone or the Internet.
How do I attend the meeting?
If you received (or requested and received) a printed copy of the proxy materials, you should bring the enclosed Admission Ticket to gain admission to the meeting. If you received a Notice or voting instructions and will not be requesting a printed copy of the proxy materials please bring the Notice or voting instructions with you as your Admission Ticket. You must bring with you a photo identification such as a valid driver’s license or passport for personal identification.
If your shares are held in the name of a broker, trust, bank or other nominee, you will also need to bring a proxy, letter or recent account statement from that broker, trust, bank or nominee that confirms that you are the beneficial owner of those shares.
Can I change or revoke my vote?
You may change or revoke your proxy at any time prior to voting at the meeting by submitting a later dated proxy, by entering new instructions by Internet or telephone, by giving timely written notice of such change or revocation to the Corporate Secretary or by attending the meeting and voting in person and requesting that your prior proxy not be used.
How are proxies solicited?
We retained D.F. King & Co., Inc. to advise and assist us in soliciting proxies at a cost of $9,000 plus reasonable expenses. Proxies may also be solicited by our Directors, officers and employees personally, by mail, telephone or other electronic means. We will pay all costs relating to the solicitation of proxies. We will also reimburse brokers, custodians, nominees and fiduciaries for reasonable expenses in forwarding proxy materials to beneficial owners of our common stock.
How do I make a shareholder proposal for the 2018 meeting?
Shareholders interested in presenting a proposal for inclusion in our proxy statement and proxy relating to our 2018 Annual Meeting of Shareholders may do so by following the procedures prescribed in Rule 14a‑8 under the Securities Exchange Act of 1934, as amended. To be eligible for inclusion in next year’s proxy statement, shareholder proposals must be received by the Corporate Secretary at our principal executive offices no later than the close of business on November 29, 2017.
In general, any shareholder proposal to be considered at next year’s annual meeting but not included in the proxy statement must be submitted in accordance with the procedures set forth in our By‑Laws. Notice of any such proposal must be submitted in writing to and received by the Corporate Secretary at our principal executive offices not earlier than January 9, 2018 and not later than February 8, 2018. However, if the date of the 2018 Annual Meeting of Shareholders is not within 30 days before or after May 9, 2018 then a shareholder will be able to submit a proposal for consideration at the annual meeting not later than the close of business on the 10th day following the day on which public disclosure of the date of the annual meeting is made or such notice of the date of such annual meeting was mailed whichever occurs first. Our By‑Laws require that such notice be updated as necessary as of specified dates prior to the annual meeting. Any notification to bring any proposal before an Annual Meeting of Shareholders must comply with the requirements of our By‑Laws as to proper form. A shareholder may obtain a copy of our By‑Laws on our website or by writing to our Corporate Secretary.
Shareholders may also nominate directors for election at an annual meeting. To nominate a Director shareholders must comply with provisions of applicable law and our By‑Laws. The Corporate Governance Committee will also consider shareholder recommendations for candidates to the Board sent to the Committee c/o the Corporate Secretary. See below under Director Nomination Process for information regarding nomination or recommendation of a Director.
GOVERNANCE OF THE COMPANY
Strong corporate governance is an integral part of our core values. Our Board is committed to having sound corporate governance principles and practices. Please visit our website at www.wyndhamworldwide.com under the Investors/Corporate Governance page, which can be reached by clicking on the Investors link followed by the Corporate Governance link, for the Board’s Corporate Governance Guidelines and Director Independence Criteria, the Board‑approved charters for the Audit, Compensation and Corporate Governance Committees and related information. These guidelines and charters may be obtained by writing to our Corporate Secretary at Wyndham Worldwide Corporation, 22 Sylvan Way, Parsippany, New Jersey 07054.
Corporate Governance Guidelines
Our Board adopted Corporate Governance Guidelines that along with the charters of the Board Committees, Director Independence Criteria and Code of Business Conduct and Ethics for Directors, provide the framework for our governance. The governance rules for companies listed on the New York Stock Exchange and those contained in the Securities and Exchange Commission (SEC) rules and regulations are reflected in the guidelines. The Board reviews these principles and other aspects of governance periodically. The Corporate Governance Guidelines are available on the Investors/Corporate Governance page of our website at www.wyndhamworldwide.com.
Director Independence Criteria
The Board adopted the Director Independence Criteria set out below for its evaluation of the materiality of Director relationships with us. The Director Independence Criteria contain independence standards that exceed the independence standards specified in the listing standards of the New York Stock Exchange. The Director Independence Criteria are available on the Investors/Corporate Governance page of our website at www.wyndhamworldwide.com.
A Director who satisfies all of the following criteria shall be presumed to be independent under our Director Independence Criteria:
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| | Wyndham Worldwide does not currently employ and has not within the last three years employed the Director or any of his or her immediate family members (except in the case of immediate family members, in a non‑executive officer capacity).
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| | The Director is not currently and has not within the last three years been employed by Wyndham Worldwide’s present auditors nor has any of his or her immediate family members been so employed (except in a non‑professional capacity not involving Wyndham Worldwide business).
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| | Neither the Director nor any of his or her immediate family members is or has been within the last three years part of an interlocking directorate in which an executive officer of Wyndham Worldwide serves on the compensation or equivalent committee of another company that employs the Director or his or her immediate family member as an executive officer.
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| | The Director is not a current employee nor is an immediate family member a current executive officer of a company that has made payments to or received payments from Wyndham Worldwide for property or services in an amount in any of the last three fiscal years exceeding the greater of $750,000 or 1% of such other company’s consolidated gross revenues.
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| | The Director currently does not have or has not had within the past three years a personal services contract with Wyndham Worldwide or its executive officers.
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| | The Director has not received and the Director’s immediate family member has not received during any twelve‑month period within the last three years more than $100,000 in direct compensation from Wyndham Worldwide other than Board fees.
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| | The Director is not currently an officer or director of a foundation, university or other non‑profit organization to which Wyndham Worldwide within the last three years gave directly or indirectly through the provision of services more than the greater of 1% of the consolidated gross revenues of such organization during any single fiscal year or $100,000.
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Guidelines for Determining Director Independence
Our Corporate Governance Guidelines and Director Independence Criteria provide for director independence standards that meet or exceed those of the New York Stock Exchange. Our Board is required under New York Stock Exchange rules to affirmatively determine that each Director has no material relationship with Wyndham Worldwide other than as a Director.
In accordance with these standards and criteria the Board undertook its annual review of the independence of its Directors. During this review the Board considered whether there are any relationships or related party transactions between each Director, any member of his or her immediate family or other affiliated entities and us and our subsidiaries and affiliates. The purpose of this review was to determine whether any such relationships or transactions existed that were inconsistent with a determination that the Director is independent.
The Board follows a number of procedures to review related party transactions. We maintain a written policy governing related party transactions that requires Board approval of related party transactions exceeding $120,000. Each Board member answers a questionnaire designed to disclose conflicts and related party transactions. We also review our internal records for related party transactions. Based on a review of these standards and materials, none of our non‑management Directors had or has any relationship with us other than as a Director.
As a result of its review the Board affirmatively determined that the following Directors are independent of us and our management as required by the New York Stock Exchange listing standards and the Director Independence Criteria: Myra J. Biblowit, Louise F. Brady, James E. Buckman, George Herrera, The Right Honourable Brian Mulroney, Pauline D.E. Richards and Michael H. Wargotz. All members of the Audit, Compensation and Corporate Governance Committees are independent Directors under the New York Stock Exchange listing standards, SEC rules and the Director Independence Criteria.
Committees of the Board
The following describes our Board Committees and related matters. The composition of the Committees is provided immediately after.
Audit Committee
Responsibilities include:
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| | Appoints our independent registered public accounting firm to perform an integrated audit of our consolidated financial statements and internal control over financial reporting.
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| | Pre‑approves all services performed by our independent registered public accounting firm.
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| | Provides oversight on the external reporting process and the adequacy of our internal controls.
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| | Reviews the scope, planning, staffing and budgets of the audit activities of the independent registered public accounting firm and our internal auditors.
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| | Reviews services provided by our independent registered public accounting firm and other disclosed relationships as they bear on the independence of our independent registered public accounting firm and provides oversight on hiring policies with respect to employees or former employees of the independent auditor.
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| | Maintains procedures for the receipt, retention and resolution of complaints regarding accounting, internal controls and auditing matters.
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All members of the Audit Committee are independent Directors under the Board’s Director Independence Criteria and applicable regulatory and listing standards. The Board in its business judgment determined that each member of the Audit Committee is financially literate, knowledgeable and qualified to review financial statements in accordance with applicable listing standards. The Board also determined that both Pauline D.E. Richards and Michael H. Wargotz are audit committee financial experts within the meaning of applicable SEC rules.
The Audit Committee Charter is available on the Investors/Corporate Governance page of our website at www.wyndhamworldwide.com.
Audit Committee Report
The Audit Committee of the Board of Directors assists the Board in fulfilling its oversight responsibilities for the external financial reporting process and the adequacy of Wyndham Worldwide’s internal controls. Specific responsibilities of the Audit Committee are set forth in the Audit Committee Charter adopted by the Board. The Charter is available on the Investors/Corporate Governance page of our website at www.wyndhamworldwide.com.
The Audit Committee is comprised of four Directors, all of whom meet the standards of independence adopted by the New York Stock Exchange and the SEC. The Audit Committee appoints, compensates and oversees the services performed by Wyndham Worldwide’s independent registered public accounting firm. The Audit Committee approves in advance all services to be performed by Wyndham Worldwide’s independent registered public accounting firm in accordance with SEC rules and the Audit Committee’s established policy for pre-approval of all audit services and permissible non-audit services, subject to the de minimis exceptions for non-audit services.
Management is responsible for Wyndham Worldwide’s financial reporting process including our system of internal controls and for the preparation of consolidated financial statements in compliance with generally accepted accounting principles, applicable laws and regulations. In addition, management is responsible for establishing, maintaining and assessing the effectiveness of Wyndham Worldwide’s internal control over financial reporting. Deloitte & Touche LLP (Deloitte), Wyndham Worldwide’s independent registered public accounting firm, is responsible for expressing an opinion on Wyndham Worldwide’s consolidated financial statements and the effectiveness of Wyndham Worldwide’s internal control over financial reporting. The Audit Committee reviewed and discussed Wyndham Worldwide’s 2016 Annual Report on Form 10-K, including the audited consolidated financial statements of Wyndham Worldwide for the year ended December 31, 2016, with management and Deloitte. It is not the Audit Committee’s duty or responsibility to conduct auditing or accounting reviews or procedures.
The Audit Committee also discussed with Deloitte matters required to be discussed by applicable standards and rules of the Public Company Accounting Oversight Board (PCAOB) and the SEC. The Audit Committee also received the written disclosures and the letter from Deloitte required by applicable standards and rules of the PCAOB including those required by Auditing Standard No. 1301, Communications with Audit Committees, and the SEC regarding Deloitte’s communications with the Audit Committee concerning independence, and discussed with Deloitte its independence.
The Audit Committee also considered whether the permissible non-audit services provided by Deloitte to Wyndham Worldwide are compatible with Deloitte maintaining its independence. The Audit Committee satisfied itself as to the independence of Deloitte.
Based on the Audit Committee’s review and discussions described above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in Wyndham Worldwide’s Annual Report on Form 10-K for the year ended December 31, 2016.
AUDIT COMMITTEE
Michael H. Wargotz (Chair)
Louise F. Brady
George Herrera
Pauline D.E. Richards
Compensation Committee
Responsibilities include:
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| | Provides oversight on our executive compensation program consistent with corporate objectives and shareholder interests.
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| | Reviews and approves Chief Executive Officer (CEO) and other senior management compensation.
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| | Approves grants of long‑term incentive awards and our senior executives’ annual incentive compensation under our compensation plans.
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| | Reviews and considers the independence of advisers to the Committee.
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For additional information regarding the Compensation Committee’s processes and procedures see below under Executive Compensation – Compensation Discussion and Analysis – Compensation Committee Matters.
All members of the Compensation Committee are independent Directors under the Board’s Director Independence Criteria and applicable regulatory and listing standards.
The Compensation Committee Report is provided below under Executive Compensation. The Compensation Committee Charter is available on the Investors/Corporate Governance page on our website at www.wyndhamworldwide.com.
Compensation Committee Interlocks and Insider Participation
During 2016, Mr. Mulroney, Ms. Biblowit and Ms. Richards served on our Compensation Committee. There are no compensation committee interlocks between Wyndham Worldwide and other entities involving our executive officers and Directors.
Corporate Governance Committee
Responsibilities include:
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| | Recommends to the Board nominees for election to the Board.
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| | Reviews principles, policies and procedures affecting Directors, and the Board’s operation and effectiveness.
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| | Provides oversight on the evaluation of the Board and its effectiveness.
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| | Reviews and makes recommendations on Director compensation.
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All members of the Corporate Governance Committee are independent Directors under the Board’s Director Independence Criteria and applicable regulatory and listing standards.
The Corporate Governance Committee Charter is available on the Investors/Corporate Governance page on our website at www.wyndhamworldwide.com.
Executive Committee
The Executive Committee may exercise all of the authority of the Board when the Board is not in session, except that the Executive Committee does not have the authority to take any action which legally or under our internal governance policies may be taken only by the full Board.
Committee Membership
The following chart provides the current committee membership and the number of meetings that each committee held during 2016.
| | | | | Director | Audit
Committee | Compensation
Committee | Governance
Committee | Executive
Committee | Myra J. Biblowit | | M | M | | Louise F. Brady | M | | M | | James E. Buckman | | | | M | George Herrera | M | | C | | Stephen P. Holmes | | | | C | The Right Honourable Brian Mulroney | | C | M | | Pauline D.E. Richards | M | M | | | Michael H. Wargotz | C | | | M | Number of Meetings in 2016 | 9 | 5 | 4 | 2 |
C = Chair
M = Member
The Board held four meetings during 2016. Each Director attended at least 75% of the meetings of the Board and the committees of the Board on which the Director served while in office.
Directors fulfill their responsibilities not only by attending Board and committee meetings but also through communication with the Chairman and CEO, Lead Director and other members of management relative to matters of interest and concern to Wyndham Worldwide.
Board Leadership Structure
The Board believes that Wyndham Worldwide’s CEO is best situated to serve as Chairman because he is the Director most familiar with our business and industry and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. Independent Directors and management have different perspectives and roles in strategy development. Our independent Directors bring experience, oversight and expertise from outside our company and industry while the CEO brings company‑specific experience and expertise. The Board believes that the combined rolecombination of Chairmanthese nominees creates an effective and CEO promotes strategy developmentwell-functioning Board.
Following are the key qualifications, attributes and execution and facilitates information flow between management andskills our Director nominees collectively bring to the Board: | | | | | | •Ability to Make Independent Analytical Inquiries | •Human Capital Management | •Capacity to Devote Necessary Time to Board Duties | •Integrity, Wisdom and Judgment | •Executive Leadership | •Legal and Corporate Governance Experience | •Financial Expertise | •Public Company Board Experience | •Focus on Promoting Diversity and Inclusion | •Risk Management | •Global Perspective | •Sales and Marketing Expertise | •Government and Regulatory Affairs Experience | •Subscription-Based Business Experience | •Hospitality or Consumer Driven Industry Experience | •Technology Innovation Experience |
The Board allrecognizes the importance of which are essentialBoard refreshment to effective governance.Oneachieve the appropriate mix of the key responsibilitiesinstitutional knowledge and experience of our longer-tenured Directors together with the fresh perspectives of our newer Directors. Four of nine Directors,
comprising 44% of the Board, is to review our strategic direction and hold management accountable forhave joined the execution of strategy onceBoard in or following 2018, including Ms. Martinez who joined in November 2021. The Board also believes that it is developed. The Board believes the combined role of Chairman and CEO, together with an independent Lead Director having the duties described below, is in the best interest of shareholders because it provides the appropriate balance between strategy review and independent oversight of management.Lead Director
The Board selected James E. Buckman, an independent Director who serves as a member of the Executive Committee, to serveessential that Directors represent diverse viewpoints, as the Board’s Lead Director. The Lead Director serves as a key advisor tojudgment and perspectives offered by diverse viewpoints improves the Chairmanquality of decision-making and enhances the Board; chairs executive sessionsCompany’s business performance. Four of the non‑managementnine Directors, and provides
feedback to the Chairman; chairs meetingscomprising 44% of the Board, in the absence of the Chairman;are female and/or have ethnically diverse backgrounds, including three female Directors (Mss. Brady, Martinez and reviews in advancePost) and consults with the Chairman when necessary regarding the agendas for all Board and committee meetings.
Oversight of Risk Management
The Board has an active role, as a whole and at the committee level, in providing oversight with respect to management of our risks. The Board focuses on the most significant risks facing us and our general risk management strategy and seeks to ensure that risks undertaken by us are consistent with a level of risk that is appropriate for our company and aligned with the achievement of our business objectives and strategies.
The Board regularly reviews information regarding risks associated with our finances, credit and liquidity; our business, operations and strategy; legal, regulatory and compliance matters; and reputational exposure. The Audit Committee provides oversight on our programs for risk assessment and risk management, including with respect to financial accounting and reporting, information technology, cybersecurity and compliance. The Compensation Committee provides oversight on our assessment and management of risks relating to our executive compensation. The Corporate Governance Committee provides oversight on our management of risks associated with the independence of the Board and potential conflicts of interest. While each committee is responsible for providing oversight with respect to the management of risks, the entire Board is regularly informed about our risks through committee reports and management presentations.
While the Board and the committees provide oversight with respect to our risk management, our CEO and other senior management are primarily responsible for day‑to‑day risk management analysis and mitigation and report to the full Board or the relevant committee regarding risk management. Our leadership structure, with Mr. Holmes serving as Chairman and CEO, also enhances the Board’s effectiveness in risk oversight due to Mr. Holmes’ extensive knowledge of our business and operations, facilitating the Board’s oversight of key risks. We believe this division of responsibility and leadership structure is the most effective approach for addressing our risk management.
Executive Sessions of Non‑Management Directors
The Board meets regularly without any members of management present. The Lead Director chairs these sessions.
Communications with the Board and Directors
Shareholders and other parties interested in communicating directly with the Board, an individual non‑management Director or the non‑management Directors as a group may do so by writing our Corporate Secretary at Wyndham Worldwide Corporation, 22 Sylvan Way, Parsippany, New Jersey 07054. The Corporate Secretary will forward the correspondence only to the intended recipients. However, prior to forwarding any correspondence, the Corporate Secretary will review it and in his discretion will not forward correspondence deemed to be of a commercial nature or otherwise not appropriate for review by the Directors.
Director Attendance at Annual Meeting of Shareholders
As provided in the Board’s Corporate Governance Guidelines, Directors are expected to attend our annual meeting of shareholders absent exceptional cause. All of our Directors at the time attended our 2016 annual meeting and all of our current Directors are expected to attend the 2017 annual meeting.
Code of Business Conduct and Ethics
The Board has adopted a Code of Business Conduct and Ethics fortwo Directors with ethics guidelines specifically applicable to Directors. In addition, we adopted Business Principles applicable to all our associates, including our CEO, Chief Financial Officerethnically diverse backgrounds (Mr. Herrera and Chief Accounting Officer. We will disclose on our website any amendment to or waiver from a provision of our Business Principles or Code of Business Conduct and Ethics for Directors as may be required and within the time period specified under applicable
Ms. Martinez).SEC and New York Stock Exchange rules. The Code of Business Conduct and Ethics for Directors and our Business Principles are available on the Investors/Corporate Governance page of our website at www.wyndhamworldwide.com. Copies of these documents may also be obtained free of charge by writing to our Corporate Secretary.
Director Nomination Process Role of Corporate Governance Committee. The Corporate Governance Committee is responsible for recommending the Director nominees for election to the Board. The Corporate Governance Committee considers the appropriate balance of experience, skills and characteristics required of the Board when considering potential candidates to serve on the Board. Nominees for Director are selected on the basis of their depth and breadth of experience, skills, wisdom, integrity, ability to make independent analytical inquiries, understanding of our business environment and willingness to devote adequate time to Board duties.The Corporate Governance Committee also focuses on issues of diversity, such as diversity of gender, race and national origin, education, professional experience and differences in viewpoints and skills.
The Corporate Governance Committee does not have a formal policy with respect to diversity,diversity; however, the Board and the Corporate Governance Committee believe that it is essential that the Board members represent diverse viewpoints.focuses on issues of diversity, such as diversity of gender, race, ethnicity and national origin, education, professional experience and differences in viewpoints and skills. In considering candidates for the Board, the Corporate Governance Committee considers the entirety of each candidate’s credentials in the context of these standards. For the nomination of continuing Directors for re‑election,re-election, the Corporate Governance Committee also considers the individual’s contributions to the Board.
All of our Directors bring to our Board a wealth of executive leadership experience derived from their service as senior executives of large organizations as well as extensive board experience. Certain individual qualifications, experience and skills of our Directors that led the Board to conclude that each nominee or Director should serve as our Director are described below under Election of Directors."Director Biographies."
Identification and Evaluation Process. The process for identifying and evaluating new nominees to the Board is initiated by identifying a candidate who meets the criteria for selection as a nominee and has the specific qualities or skills being sought, based on input from members of the BoardBoard; and, if thewhen appropriate, a third-party search firm may be used, which would identify and recommend potential candidates for consideration. The Corporate Governance Committee deems appropriate, a third‑party search firm. Theseand other members of the Board will evaluate these candidates will be evaluated by the Corporate Governance Committee by reviewing the candidates’ biographical information and qualifications and checking the candidates’ references. Qualified nomineescandidates will be interviewed by at least one member of the Corporate Governance Committee. Using the input from the interviewone or more interviews, other Board members and other information it obtains, the Corporate Governance Committee evaluates whether the prospective candidate is qualified to serve as a Director and whether the Corporate Governance Committee should recommend to the Board that the Board nominate the prospective candidate for election by the shareholders or to fill a vacancy or newly created position on the Board.
Shareholder Recommendations of Nominees. The Corporate Governance Committee will consider written recommendations from shareholders for nominees for Director. Recommendations should be submitted to the Corporate Governance Committee, c/o the Corporate Secretary, and include at least the following: name of the shareholder and evidence of the person’s ownership of our common stock, number of shares owned and the length of time of ownership, name of the candidate, the candidate’s resume or a listing of his or her qualifications to be a Director and the person’s consent to be named as a Director if selectedrecommended by the Corporate Governance Committee and nominated by the Board. To evaluate nominees for Directors recommended by shareholders, the Corporate Governance Committee intends to use a substantially similar evaluation process as described above.
Shareholder Nominations and By‑LawBy-Law Procedures. Our By‑LawsBy-Laws establish procedures pursuant to which a shareholder may nominate a person for election to the Board. Our By‑LawsBy-Laws are postedavailable on the Investors page of our website under Investors/Corporateat travelandleisureco.com/investors by clicking on the Governance at www.wyndhamworldwide.com.menu followed by the Governance Documents link. To nominate a person for election to the Board, a shareholder must submit a notice containing all information required by our By‑LawsBy-Laws regarding the Director nominee and the shareholder and any associated persons making the nomination, including name and address, number of shares owned, a description of any additional interests of such nominee or shareholder and certain representations regarding such nomination. Our By‑LawsBy-Laws require that such notice be updated as necessary as of specified dates prior to the annual meeting. We may require any proposed nominee to furnish such other information as we may require to determine his or her eligibility to serve as a Director. Such notice must be accompanied by the proposed nominee’s consent to being named as a nominee and to serve as a Director if elected.
To nominate a person for election to the Board at our 2025 annual meeting, of shareholders, written notice of a shareholder nomination must be delivered to our Corporate Secretary not lessearlier than 90 nor moreJanuary 15, 2025 and not later than 120 days prior toFebruary 14, 2025. However, if the anniversary date of the prior year’s annual meeting. However, if our2025 annual meeting is advanced or delayed by more thannot within 30 days from the anniversary date of the previous year’s meeting,before or after May 15, 2025, then a shareholder’s written notice will be timely if it is delivered by no later than the close of business on the 10th day following the day on which public disclosure of the date of the annual meeting is made or the notice of the date of the annual meeting was mailed, whichever occurs first. Our By‑LawsBy-Laws require that any such notice be updated as necessary as of specified dates prior to the annual meeting. A shareholder may make nominations of persons for election to the Board at a special meeting if the shareholder delivers written notice to our Corporate Secretary not later than the close of business on the 10th day following the day on which public disclosure of the date such special meeting was made or notice of such special meeting was mailed, whichever occurs first. Atfirst; provided that, at a special meeting of shareholders, only such business may be conducted (including election of directors) as shall have been brought before the meeting under our notice of meeting. Compensation of Directors
Non‑management Directors receive compensation for Board service designed to compensate them for their Board responsibilities and align their interests with the interests of shareholders. A management Director receives no additional compensation for Board service.
The Director compensation program for 2016 remained consistent with our 2015 program.
The following table describes 2016 annual retainer and committee chair and membership fees for non‑management Directors. Our Directors do not receive additional fees for attending Board or committee meetings. In addition to these fees,satisfying the requirements under our By-Laws with respect to further align our Directors’ interestsadvance notice of any nomination, any shareholder that intends to solicit proxies in support of director nominees other than the Company's Director nominees in accordance with those of our shareholders, the 2016 compensation of each of our non‑management Directors included a $100,000 annual equity grant of time‑vested restricted stock units (RSUs) which vest over a four‑year period. RSUs are credited with dividend equivalents subjectRule 14a-19 must postmark or transmit electronically notice to the same vesting restrictions as the underlying units.
| | | | | | | | | | | | Cash-Based | | Stock-Based | | Total | Lead Director | | $ | 132,500 | | $ | 132,500 | | $ | 265,000 | Director | | $ | 105,000 | | $ | 105,000 | | $ | 210,000 | Audit Committee chair | | $ | 22,500 | | $ | 22,500 | | $ | 45,000 | Audit Committee member | | $ | 12,500 | | $ | 12,500 | | $ | 25,000 | Compensation Committee chair | | $ | 17,500 | | $ | 17,500 | | $ | 35,000 | Compensation Committee member | | $ | 10,000 | | $ | 10,000 | | $ | 20,000 | Corporate Governance Committee chair | | $ | 15,000 | | $ | 15,000 | | $ | 30,000 | Corporate Governance Committee member | | $ | 8,750 | | $ | 8,750 | | $ | 17,500 | Executive Committee member | | $ | 10,000 | | $ | 10,000 | | $ | 20,000 |
The annual Director retainer and committee chair and membership fees are paid on a quarterly basis 50% in cash and 50% in Wyndham Worldwide stock. The requirement for Directors to receive at least 50% of their fees in our equity further aligns their interests with those of our shareholders. The number of shares of stock issued is based on our stock price on the quarterly determination date. Directors may elect to receive the stock‑based portion of their fees in the form of common stock or deferred stock units (DSUs). Directors may also elect to defer any cash‑based compensation or vested RSUs in the form of DSUs. A DSU entitles the Director to receive one share of common stock following the Director’s retirement or termination of service from the Board for any reason and is credited with dividend equivalents during the deferral period. The Director may not sell or receive value from any DSUCorporate Secretary no later than 60 calendar days prior to termination of service.
We make available to each Director a term life insurance policy owned by us with a $1.1 million death benefit payable $1 million to us which benefit we will donate to a charitable beneficiarythe anniversary of the Director’s choice and $100,000 paid directly to a personal beneficiary of the Director’s choice. In the event we undergo
a change‑in‑control or a Director retires we will pay the premiumsprevious year's annual meeting (no later than March 16, 2025 for the policies for one year from the date2025 annual meeting of the change‑in‑control or retirement as applicable.
We provide upshareholders). Any such notice of intent to a three‑for‑one company match of a non-management Director’s qualifying charitable contributions up to a company contribution of $75,000 per year.
We maintain a policy to award our non-management Directors annually 500,000 Wyndham Rewards Points. These Wyndham Rewards Points have an approximate value of $2,500 and may be redeemed for numerous rewards options including stays at Wyndham properties. This benefit provides our Directors with ongoing, first-hand exposure to our properties and operations, furthering their understanding and evaluation of our businesses.
2016 Director Compensation Table
The following table describes compensation we paid our non‑management Directors for 2016:
| | | | | | | | | | | Fees Paid | | Stock | | All Other | | | | | in Cash | | Awards | | Compensation | | Total | Name | | ($) | | ($)(a)(b) | | ($)(c) | | ($) | Myra J. Biblowit | | 123,854 | | 223,618 | | 160,125 | | 507,597 | Louise F. Brady | | — | | 37,128 | | 75,276 | | 112,404 | James E. Buckman | | 142,635 | | 242,319 | | 171,046 | | 556,000 | George Herrera | | 132,646 | | 232,383 | | 74,010 | | 439,039 | The Right Honourable Brian Mulroney | | 131,370 | | 231,163 | | 217,856 | | 580,389 | Pauline D.E. Richards | | 127,685 | | 227,358 | | 127,346 | | 482,389 | Michael H. Wargotz | | 137,682 | | 237,350 | | 134,483 | | 509,515 |
| (a)
| | Represents the aggregate grant date fair value of stock awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Each Director was granted a RSU award with a grant date fair value of $100,000 which vests ratably over four years. The remaining amount in each row represents the aggregate grant date fair value of retainer fees paid on a quarterly basis in the form of common stock and/or DSUs.
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| (b)
| | Amounts reflected in the Stock Awards column above are for DSUs that were issued in 2016. Total shares of our common stock issuable for DSUs at December 31, 2016 were as follows: Ms. Biblowit, 52,297; Ms. Brady, 555; Mr. Buckman, 47,244; Mr. Herrera, 32,799; Mr. Mulroney, 71,877; Ms. Richards, 38,566; and Mr. Wargotz, 49,432. Total shares of our common stock issuable for unvested RSUs at December 31, 2016 were as follows: Ms. Biblowit, 3,038; Ms. Brady, 0; Mr. Buckman, 3,038; Mr. Herrera, 3,038; Mr. Mulroney, 3,038; Ms. Richards, 3,038; and Mr. Wargotz, 3,038.
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| (c)
| | Includes amounts attributable to charitable matching contributions made on behalf of the Director, the value of DSUs credited for dividends paid on DSUs outstanding on the record date for such dividends, the value of dividends paid on vesting of RSUs, the value of Wyndham Rewards Points and life insurance premiums paid by us as applicable. For Ms. Biblowit, this amount also includes an amount attributable to spousal travel. In addition, on limited occasions, Directors’ spouses accompany Directors on the company aircraft when traveling for business purposes, for which there is no incremental cost to the company.
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The value of DSUs credited to our Directors for dividends paid on outstanding DSUs were as follows: Ms. Biblowit, $101,443; Ms. Brady, $276; Mr. Buckman, $91,306; Mr. Herrera, $64,470; Mr. Mulroney, $139,846; Ms. Richards, $75,806; and Mr. Wargotz, $95,663. The value of dividends paid to our Directors on vesting of RSUs were as follows: Ms. Biblowit, $4,740; Ms. Brady, $0; Mr. Buckman, $4,740; Mr. Herrera, $4,740; Mr. Mulroney, $4,740; Ms. Richards, $4,740; and Mr. Wargotz, $4,740. The value of charitable matching contributions were as follows: Ms. Biblowit, $53,400; Ms. Brady, $75,000; Mr. Buckman, $75,000; Mr. Herrera, $4,800; Mr. Mulroney, $73,271; Ms. Richards, $46,800; and Mr. Wargotz, $34,080.
Non‑Management Director Stock Ownership Guidelines
The Corporate Governance Guidelines require each non‑management Director tosolicit proxies must comply with Wyndham Worldwide’s Non‑Management Director Stock Ownership Guidelines. These guidelines require each non‑management Director to beneficially own an amountall the requirements of our stock equal to the greater of a multiple of at least five times the cash portion of the annual retainer or two and one‑half times the total retainer value without regard to Board committee fees. DSUs and RSUs credited to a Director count towards satisfaction of the guidelines. As of December 31, 2016, all of our non‑management Directors met or exceeded the stock ownership requirements.
Rule 14a-19.Ownership of Company Stock
The following table describes the beneficial ownership of our common stock for the following persons as of December 31, 2016: each executive officer named in the Summary Compensation Table below, each Director, each person who to our knowledge beneficially owns in excess of 5% of our common stock and all of our Directors and executive officers as a group. The percentage values are based on 105,695,338 shares of our common stock outstanding as of December 31, 2016. The principal address for each Director and executive officer of Wyndham Worldwide is 22 Sylvan Way, Parsippany, New Jersey 07054.
| | | | | | Name | | Number of Shares | | % of Class | | Capital Research Global Investors | | 11,755,139 | (a) | 11.12 | % | The Vanguard Group | | 10,016,961 | (b) | 9.48 | % | BlackRock, Inc. | | 7,138,090 | (c) | 6.75 | % | Iridian Asset Management LLC | | 6,810,447 | (d) | 6.44 | % | Thomas Anderson | | 70,426 | (e) | * | | Geoffrey A. Ballotti | | 145,957 | (e) | * | | Myra J. Biblowit | | 63,910 | (e)(f) | * | | Louise F. Brady | | 555 | (e)(f) | * | | James E. Buckman | | 55,431 | (e)(f)(g) | * | | Thomas G. Conforti | | 145,308 | (e) | * | | Franz S. Hanning | | 147,330 | (e)(g) | * | | George Herrera | | 33,988 | (e)(f) | * | | Stephen P. Holmes | | 1,519,070 | (e)(h)(i) | 1.43 | % | Gail Mandel | | 38,449 | (e) | * | | The Right Honourable Brian Mulroney | | 77,904 | (e)(f)(g) | * | | Pauline D.E. Richards | | 50,014 | (e)(f) | * | | Michael H. Wargotz | | 51,343 | (e)(f) | * | | All Directors and executive officers as a group (16 persons) | | 2,557,749 | (j) | 2.39 | % |
*Amount represents less than 1% of outstanding common stock.
| (a)
| | We have been informed by Amendment No. 2 to a report on Schedule 13G filed with the SEC on February 13, 2017 by Capital Research Global Investors (CRGI) that CRGI beneficially owns 11,755,139 shares of our common stock with sole voting power over 11,755,139 shares, shared voting power over no shares, sole dispositive power over 11,755,139 shares and shared dispositive power over no shares. The principal business address for CRGI is 333 South Hope Street, Los Angeles, California 90071.
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| (b)
| | We have been informed by Amendment No. 7 to a report on Schedule 13G filed with the SEC on February 10, 2017 by The Vanguard Group (TVG) that TVG beneficially owns 10,016,961 shares of our common stock with sole voting power over 170,798 shares, shared voting power over 20,539 shares, sole dispositive power over 9,830,056 shares and shared dispositive power over 186,905 shares. The principal business address for TVG is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.
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| (c)
| | We have been informed by Amendment No. 4 to a report on Schedule 13G filed with the SEC on January 27, 2017 by BlackRock, Inc. and affiliates named in such report (BlackRock) that BlackRock beneficially owns 7,138,090 shares of our common stock with sole voting power over 6,146,573 shares, shared voting power over no shares, sole dispositive power over 7,138,090 shares and shared dispositive power over no shares. The principal business address for BlackRock is 55 East 52nd Street, New York, New York 10055.
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| (d)
| | We have been informed by Amendment No. 1 to a report on Schedule 13G filed with the SEC on February 2, 2017 by Iridian Asset Management LLC and affiliates named in such report (IAM) that IAM beneficially owns 6,810,447 shares of our common stock with sole voting power over no shares, shared voting power over 6,810,447 shares, sole dispositive power over no shares and shared dispositive power over 6,810,447 shares. The principal business address for IAM is 276 Post Road West, Westport, Connecticut 06880.
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| (e)
| | Excludes shares of our common stock issuable upon vesting of RSUs after 60 days from December 31, 2016 as follows: Mr. Anderson, 35,173; Mr. Ballotti, 52,921; Ms. Biblowit, 1,849; Ms. Brady, 0; Mr. Buckman, 1,849; Mr. Conforti, 52,921; Mr. Hanning, 53,264; Mr. Herrera, 1,849; Mr. Holmes, 112,069; Ms. Mandel, 34,930; Mr. Mulroney, 1,849; Ms. Richards, 1,849; and Mr. Wargotz, 1,849. Excludes performance‑vested restricted stock units (PVRSUs) granted in 2015 and 2016 which vest, if at all, after 60 days from December 31, 2016 as follows: Mr. Anderson, 23,060; Mr. Ballotti, 34,243; Mr. Conforti, 34,243; Mr. Hanning, 34,243; Mr. Holmes, 145,007; and Ms. Mandel, 25,546.
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| (f)
| | Includes shares of our common stock issuable for DSUs as of December 31, 2016 as follows: Ms. Biblowit, 52,297; Ms. Brady, 555; Mr. Buckman, 47,244; Mr. Herrera, 32,799; Mr. Mulroney, 71,877; Ms. Richards, 38,566; and Mr. Wargotz, 49,432.
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| (g)
| | Includes 3,220 shares held in Mr. Buckman’s IRA. Includes 4,417 shares held by holding company of which Mr. Mulroney is the sole owner. Includes 30,000 shares held in Mr. Hanning’s grantor retained annuity trust.
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| (h)
| | Includes 339,391 shares of our common stock which Mr. Holmes has the right to acquire through the exercise of stock‑settled stock appreciation rights within 60 days of December 31, 2016.
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| (i)
| | Excludes 182,284 shares of our common stock underlying stock‑settled stock appreciation rights held by Mr. Holmes which are not currently exercisable and are not scheduled to vest within 60 days of December 31, 2016.
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| (j)
| | Includes or excludes, as the case may be, shares of common stock as indicated in the preceding footnotes. In addition, with respect to our other executive officers who are not named executive officers, this amount excludes 107,272 shares and 68,511 shares of our common stock issuable upon vesting of RSUs and PVRSUs, respectively, after 60 days from December 31, 2016.
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Section 16(a) Beneficial Ownership Reporting Compliance
Our Directors, executive officers and ten percent shareholders are required to file with the SEC reports of ownership and changes in ownership of our common stock. All 2016 reports required to be filed by our Directors and executive officers were filed on time.
ELECTION OF DIRECTORS
At the date of this proxy statement, the Board of Directors consists of eight members, seven of whom are non‑management, independent Directors under applicable listing standards and our corporate governance documents.
Our Board recognizes the importance of board refreshment in terms of achieving the appropriate mix of institutional knowledge and experience that our longer-tenured Directors bring to the Board and fresh perspectives that newer Directors bring to the Board. In furtherance of this objective, the Board increased the number of Directors constituting the Board by one and appointed Ms. Louise F. Brady as a Director in November 2016. Ms. Brady was recommended as a nominee by our Chairman and CEO and our Corporate Governance Committee. Our newly reconstituted Board, consisting of Ms. Brady and seven continuing directors, brings diverse and extensive professional, financial and business experience while balancing independence and tenure. Our Board expects to continue to evaluate its membership and composition on an ongoing basis to optimize its ability to further shareholder interests.
At this year’s meeting, our eight Directors are to be elected for terms expiring at the 2018 annual meeting. On the recommendation of the Corporate Governance Committee, the Board has nominated Stephen P. Holmes, Myra J. Biblowit, Louise F. Brady, James E. Buckman, George Herrera, The Right Honourable Brian Mulroney, Pauline D.E. Richards and Michael H. Wargotz, each of whom is presently a Director. The eight nominees are listed below with brief biographies.
We do not know of any reason why any nominee would be unable to serve as a Director. If any nominee is unable to serve, the shares represented by all valid proxies will be voted for the election of such other person as the Board may nominate.
Voting Standard and Majority Vote Policy Our Certificate of Incorporation and By‑LawsBy-Laws provide for a plurality voting standard for the election of our Directors. Under a plurality voting standard the nominee for each Director position with the most votes is elected. Only votes cast “for” a nominee will be counted. Votes “withheld” and broker non-votes in the election of directors will not be counted as cast for such purpose and therefore will have no effect on the outcome of the election.
Under the Board’s Corporate Governance Guidelines, any nominee for Director in an uncontested election such(such as this one where the number of nominees does not exceed the number of Directors to be elected,elected) who receives a greater number of votes withheld from his or her election than votes for such election shall promptly tender his or her resignation following certification of the shareholder vote. The Corporate Governance Committee will promptly consider the tendered resignation and will recommend to the Board whether to accept the tendered resignation or to take some other action, such as rejecting the tendered resignation and addressing the apparent underlying causes of the withheld votes. In making this recommendation the Corporate Governance Committee will consider all factors deemed relevant by its members.
The Board will act on the Corporate Governance Committee’s recommendation no later than at its first regularly scheduled meeting following certification of the shareholder vote but in any case no later than 120 days following the certification of the shareholder vote. In considering the Corporate Governance Committee’s recommendation, the Board will review the factors considered by the Corporate Governance Committee and such additional information and factors the Board believes to be relevant. We will promptly publicly disclose the Board’s decision and process in a periodic or current report filed with the SEC. Any Director who tenders his or her resignation under this process will not participate in the Corporate Governance Committee recommendation or Board consideration regarding whether or not to accept the tendered resignation. However, such Director shall remain active and engaged in all other committeeCommittee and Board activities, deliberations and decisions during this Corporate Governance Committeeprocess.
Director Biographies Included in the biography for each Director nominee is a description of select key qualifications and Board process. Nominees for Election toexperience that led the Board forto conclude that each nominee is qualified to serve as a
Term Expiring at2018 Annual Meeting
Board. All biographical information below is as of the Record Date.
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| Stephen P. Holmes, 60,67, has served as the Non-Executive Chairman of the Board since May 2018. Mr. Holmes previously served as our Chairman and Chief Executive Officer and a Director sincefrom July 2006.2006 until May 2018. Mr. Holmes was Vice Chairman and director of Cendant Corporation and Chairman and Chief Executive Officer of Cendant’s Travel Content Division from December 1997 to July 2006. Mr. Holmes was Vice Chairman of HFS Incorporated (HFS) from September 1996 to December 1997, a director of HFS from June 1994 to December 1997 and Executive Vice President, Treasurer and Chief Financial Officer of HFS from July 1990 to September 1996. Mr. Holmes also currently serves as the Non-Executive Chairman of the Board of Wyndham Hotels & Resorts, Inc. (Wyndham Hotels).
Mr. Holmes’ exceptional day‑to‑day leadership as our former CEO provides him with detailed strategic perspective and knowledge of our operations and industry that are critical to the Board’s effectiveness. He possesses extensive public company management experience and is widely recognized as a visionary leader in the global hospitality industry. Under Mr. Holmes’ leadership, we have focusedcompleted the spin-off of Wyndham Hotels and continue to focus our business on, among other things, generating significant earnings and cash flow and building world‑renownedworld-renowned hospitality brands, all of which continue to increase shareholder value. Mr. Holmes’ specific experience, qualifications, attributes and skills described above led the Board to conclude that Mr. Holmes should serve as our Director.
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| Myra J. Biblowit, 68, has served as a Director since July 2006. Since April 2001, Ms. Biblowit has served as President of The Breast Cancer Research Foundation. From July 1997 to March 2001, she served as Vice Dean for External Affairs for the New York University School of Medicine and Senior Vice President of the Mount Sinai‑NYU Health System. From June 1991 to June 1997, Ms. Biblowit was Senior Vice President and Executive Director of the Capital Campaign for the American Museum of Natural History. Ms. Biblowit served as a director of Cendant from April 2000 to August 2006.
As a director of Cendant and a Director of Wyndham Worldwide, Ms. Biblowit has gained a broad understanding of Wyndham Worldwide’s business, operations and culture. Ms. Biblowit’s exceptional leadership experience with iconic research, educational and cultural institutions provides a unique perspective to the Board. As President of The Breast Cancer Research Foundation, a dominant funder of research around the world, Ms. Biblowit brings to the Board a global perspective, marketing skills and a commitment to supporting our communities that add significant value to the Board’s contribution to our success. Ms. Biblowit’s specific experience, qualifications, attributes and skills described above led the Board to conclude that Ms. Biblowit should serve as our Director.
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| Louise F. Brady, 52,59, has served as a Director since November 2016. Since March 2013 sheShe is a co-founder and has served as the Managing Partner and co-founder of the venture capital fund Piedmont Capital Partners, LLC which develops(PCP), Piedmont Capital Partners II, LLC (PCP II), and Piedmont Capital Investments, LLC (PCI) since March 2013, March 2019 and February 2020, respectively. PCP and PCP II are privately held venture capital funds that focus on developing innovative technologies.technologies and PCI is a privately held investment entity that focuses on transformative investments in emerging technology companies. Ms. Brady has served on the board of directors of Comcast Corporation since 2023. She also currently serves as presidenton the boards of Blue Current, Inc., Advanced Chemotherapy Technologies, Inc. and Faster, LLC. From September 1996 to October 2013,where she previously served as Vice President from May 2014 to April 2022, Piedmont Triad Partnership and The Bryan Foundation, as co-chair of Investmentsthe advisory board of The Shuford Program in Entrepreneurship at Wells Fargo Advisors Financial Services.University of North Carolina-Chapel Hill, and as co-chair of the board of directors of Shift-Ed. Ms. Brady has spent her career focused on leading investment strategies and unlocking growth and value through developing innovative technologies in start-up companies, commercial banking and venture capital portfolio management. Ms. Brady’s exceptional background and skills contribute financial expertise and perspective on innovation to our Board in areas that are important to our business. Ms. Brady’s specific experience, qualifications and skills described above led the Board to conclude that sheMs. Brady should serve as our Director.
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| | | | | | Michael D. Brown, 53, has served as our President and Chief Executive Officer (CEO) of Travel + Leisure Co., and is a member of its Board of Director. Mr. Brown is responsible for the performance, growth, and strategic direction of the world’s leading membership and leisure travel company with a portfolio of nearly 20 resort, travel club, and lifestyle travel brands.
Mr. Brown joined the company in 2017, and in June 2018 led its subsequent evolution to Wyndham Destinations as an independent public company, globally headquartered in Orlando, FL, after spinning off Wyndham Hotels & Resorts. In 2021, Wyndham Destinations acquired the iconic Travel + Leisure brand and became Travel + Leisure Co., aligned with its strategy to be the world's leading membership and leisure travel company. Previously, Mr. Brown served as Chief Operating Officer at Hilton Grand Vacations (HGV) from 2014 to 2017. Prior to being appointed as COO for HGV, he held the role of Executive Vice President, Sales and Marketing-Mainland U.S. and Europe. Prior to joining HGV in 2008, Mr. Brown served in a series of leadership roles throughout the U.S., Europe and the Caribbean during his more than 16 years at Marriott International and Marriott Vacation Club International.
A leisure travel industry veteran of more than 30 years, Mr. Brown’s leadership is infused with a combination of strategic vision, operational expertise, authentic engagement, and industry knowledge. In addition, Mr. Brown drives the Company's commitment to be responsive and engaged through socially conscious initiatives, and fosters its global spirit of hospitality and responsible tourism. Mr. Brown’s specific experience, qualifications and skills described above led the Board to conclude that Mr. Brown should serve as our Director.
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| | | | | | | James E. Buckman, 72,79, has served as a Director since July 2006 and Lead Director since March 2010. From May 2007 to January 2012, Mr. Buckman served as Vice Chairman of York Capital Management, a hedge fund management company headquartered in New York City. From May 1, 2010 to January 2012, Mr. Buckman also served as General Counsel of York Capital Management and from January 2007 to May 2007 he served as a Senior Consultant to York Capital Management. Mr. Buckman was General Counsel and a director of Cendant from December 1997 to August 2006, a Vice Chairman of Cendant from November 1998 to August 2006 and a Senior Executive Vice President of Cendant from December 1997 to November 1998. Mr. Buckman was Senior Executive Vice President, General Counsel and Assistant Secretary of HFS Incorporated (HFS) from May 1997 to December 1997, a director of HFS from June 1994 to December 1997 and Executive Vice President, General Counsel and Assistant Secretary of HFS from February 1992 to May 1997. Mr. Buckman has also served as a member of the Wyndham Hotels board of directors since May 2018.
Mr. Buckman brings to the Board exceptional leadership, experience and perspective necessary to be our Lead Director. His service as a director, Vice Chairman and General Counsel of Cendant and a Director of Wyndham WorldwideHotels affords Mr. Buckman strong experience with Wyndham Worldwide’sTravel + Leisure Co.’s business and operations. Mr. Buckman’s experience with leading hedge fund manager York Capital Management contributes valuable cross‑industrycross-industry experience and depth of knowledge. Mr. Buckman’s specific experience, qualifications, attributes and skills described above led the Board to conclude that Mr. Buckman should serve as our Director. |
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| George Herrera, 60,67, has served as a Director since July 2006. Since December 2003, Mr. Herrera has served as President and Chief Executive Officer of Herrera‑CristinaHerrera-Cristina Group, Ltd., a Hispanic‑owned,Hispanic-owned, multidisciplinary management firm. From August 1998 to January 2004, Mr. Herrera served as President and Chief Executive Officer of the U.S. Hispanic Chamber of Commerce. Mr. Herrera served as President of David J. Burgos & Associates, Inc. from December 1979 to July 1998. Mr. Herrera served as a director of Cendant from January 2004 to August 2006.
Mr. Herrera provides the Board with exceptional leadership and management knowledge. As a Cendant director and a Director and Chair of the Corporate Governance Committee of Wyndham Worldwide,Travel + Leisure Co., Mr. Herrera has gained a broad understanding of the role of the Board in our operations. Mr. Herrera’s service as chief executive officer of multidisciplinary management firm Herrera‑CristinaHerrera-Cristina Group, Ltd. contributes extensive and varied management, finance and corporate governance experience. His prior service as President and CEO of the U.S. Hispanic Chamber of Commerce brings valuable government relations expertise to the Board. Mr. Herrera’s specific experience, qualifications, attributes and skills described above led the Board to conclude that Mr. Herrera should serve as our Director.
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| | | | | | The Right Honourable Brian MulroneyLucinda C. Martinez, 78,53, has served as a Director since July 2006. Mr. MulroneyNovember 2021. In May 2022, Ms. Martinez founded Lumark, LLC, a multicultural marketing consulting firm providing media clients with a culture-first strategic approach to driving awareness and engagement across targeted audiences through culturally aligned advertising and promotional tactics. Previously, Ms. Martinez was Vice President, Global Brand & Multicultural Marketing at Netflix, Inc., one of the world’s leading entertainment subscription services, from September 2021 through June 2022, and led the development, strategy and execution of brand transformation, audience engagement, and insight-driven brand positioning within a cultural context for Netflix globally. Prior to that, she spent nearly 20 years with Warner Media, a media company with a portfolio of iconic entertainment, news, and sports brands, in roles of increasing responsibility, including serving as Executive Vice President, Brand Marketing HBO and HBO Max from August 2020 to March 2021 and as Executive Vice President, Multicultural Marketing, Brand & Inclusion Strategy from September 2019 to August 2020. During her tenure with Warner Media, she built a best-in-class multicultural marketing team that created meaningful, long-term connections with the brand’s fans across the rapidly changing global marketplace. Ms. Martinez serves on the Board of Trustees of The Alvin Ailey American Dance Theater and on the Advisory Board of The Hispanic Scholarship Fund.
Ms. Martinez is a Senior Partneran accomplished media and entertainment industry executive with expertise in the international law firm Norton Rose Fulbright. He servedglobal marketing of subscription businesses for two of the world’s most successful digital media companies, HBO and Netflix. She brings world-class experience in subscriber business development, digital and diverse marketing strategies, and brand management to the Board. Ms. Martinez's specific experience, qualifications, attributes and skills described above led the Board to conclude that Ms. Martinez should serve as Prime Minister of Canada from 1984 to 1993. Mr. Mulroneyour Director.
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| | | | | | | Denny Marie Post, 67, has served as a director of Blackstone Group L.P.Director since June 2007 and Quebecor Media Inc. since January 2001. Mr. Mulroney hasMay 2018. Ms. Post previously served as ChairmanCo-President of Nextbite, a leader in virtual restaurants and a pioneer in online order management, from June 2022 to May 2023. She also served as the BoardChief Executive Officer of Quebecor MediaRed Robin Gourmet Burgers Inc. since June 2014, a casual dining restaurant chain, from August 2016 and as Chairman of the International Advisory Board of Barrick Gold Corporation since 1995. Mr. MulroneyPresident from February 2016 until April 2019. She previously served as a directormember of Cendantthe Red Robin Board of Directors. Prior to that, Ms. Post served as Executive Vice President and Chief Concept Officer of Red Robin beginning in March 2015. Ms. Post joined Red Robin in August 2011 as Senior Vice President and Chief Marketing Officer. Prior to her role at Red Robin, Ms. Post served as the Senior Vice President and Chief Marketing Officer at T-Mobile USA. Ms. Post previously held the roles of Senior Vice President of Global Beverage, Food and Quality for Starbucks Corporation from December 1997 to August 2006, Hicks Acquisition Co. I, Inc. from September 2007 to September 2009, Archer Daniels Midland Company Inc. from December 1993 to December 2009 and Barrick Gold Corporation from November 1993 to May 2014.Mr. Mulroney brings exceptional leadership, experience and expertise to the Board. His service as a Director of Wyndham Worldwide provides the Board with knowledge of our business and strategy as well as a historical perspectivethe Senior Vice President and Chief Concept Officer for Burger King. Ms. Post also held several management positions for KFC USA, KFC, Pizza Hut and Taco Bell Canada while she was employed with YUM! Brands, Inc. She also serves on our growththe boards of Vital Farms (VITL), Bluestone Lane Holdings, and operations. Mr. Mulroney’s service asLibbey Glass.
Ms. Post’s more than 30 years of senior management experience in the Prime Ministerconsumer driven industry brings extensive sales, marketing, product innovation and management and strategic team building expertise to Travel + Leisure Co. and this is of Canada brings to the Board valuable leadership and international business and government relations expertise. He is a Senior Partner of the international law firm Norton Rose Fulbright, contributing valuable legal experiencesignificant value to the Board. As a directormember of the Compensation and Governance Committees of Travel + Leisure Co., Ms. Post has gained a broad understanding of the role of the Board in our operations. Ms. Post’s prior service as chief executive officer of a publicly traded company contributes extensive leadership, marketing and brand management experience and provides the Board with expertise that is critical to our business. Ms. Post’s specific experience, qualifications, attributes and skills described above led the Board to conclude that Ms. Post should serve as our Director. |
| | | | | | | Ronald L. Rickles, 72, has served as a Director since May 2018. He was a senior partner with Deloitte & Touche LLP until his retirement in 2014. He served in a variety of leadership roles, including managing partner for other publicthe New Jersey offices and Northeast regional leader of the firm’s professional services practice for mid-market and privately held companies. Earlier serving as an audit partner for 30 years, Mr. Rickles was the lead partner serving some of the firm’s most significant clients with deep experience serving the hospitality industry (including timeshare), REITs, retailers, financial services companies and franchisors, including the legacy businesses of Travel + Leisure Co.
Mr. Mulroney offers valuable perspectivesRickles has significant boardroom experience advising client audit committees on board operationsfinancial reporting, internal controls, investigations and corporate governance. He also has substantial experience and expertise working with and advising senior management on complex transactions, including mergers and acquisitions, sales, and capital market activities. Mr. Rickles’ service as well.Chair of the Audit Committee together with his extensive financial background and exceptional leadership experience provides the Board with financial accounting and management expertise and perspectives. Mr. Mulroney’sRickles’ specific experience, qualifications, attributes and skills described above led the Board to conclude that Mr. MulroneyRickles should serve as our Director.
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| Pauline D.E. RichardsMichael H. Wargotz, 68,65, has served as a Director since July 2006. SinceMr. Wargotz is a private investor, involved with various start-up ventures. From July 2008, Ms. Richards has served as Chief Operating Officer of Armour Group Holdings Limited (formerly Brevan Howard P&C Partners Limited), an investment management company. From November 2003 to July 2008, Ms. Richards served as Director of Development at the Saltus Grammar School, the largest private school in Bermuda. From January 2001 to March 2003, Ms. Richards served as Chief Financial Officer of Lombard Odier Darier Hentsch (Bermuda) Limited in Bermuda, a trust company business. From January 1999 to December 2000, she was Treasurer of Gulfstream Financial Limited, a stock brokerage company. From January 19992011 to June 1999, Ms. Richards served as a consultant to Aon Group of Companies, Bermuda, an insurance brokerage company, after serving in senior positions from 1988 through 1998 including Controller, Senior Vice President and Group Financial Controller and Chief Financial Officer. Ms. Richards has served as a director of Apollo Global Management, LLC since March 2011. Ms. Richards served as a director of Cendant from March 2003 to August 2006.Ms. Richards’ extensive financial background and exceptional leadership experience provide the Board with financial accounting and management expertise and perspectives. Her service as a Cendant director and as a Director and member of the Audit Committee of Wyndham Worldwide brings to the Board valuable experience on financial reporting matters that are critical to the Board’s oversight role. Ms. Richards’ service as a chief financial officer and treasurer of leading finance companies allows her to offer important insights into the role of finance in our business and strategy. As a director for other public companies, Ms. Richards offers valuable perspectives on board operations as well. Ms. Richards’ specific experience, qualifications, attributes and skills described above led the Board to conclude that Ms. Richards should serve as our Director.
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| Michael H. Wargotz, 58, has served as a Director since July 2006. Since July 2011, Mr. Wargotz has served as2017, he was the Chairman of Axcess Ventures, an affiliate of Axcess Worldwide, a partnershipbrand experience marketing development company.agency, which he co-founded in 2001. From August 2010 to June 2011, Mr. Wargotz served as the Chief Financial Officer of The Milestone Aviation Group, LLC, a global aviation leasing company. From August 2009 to July 2010, Mr. Wargotz served as the Co‑ChairmanCo-Chairman of Axcess Luxury and Lifestyle. From December 2006 to August 2009, Mr. Wargotz served as the Chief Financial Advisor of NetJets, Inc., a leading provider of private aviation services, and from June 2004 to November 2006, he served as a Vice President of NetJets. Mr. Wargotz is a founding partner of Axcess Solutions, LLC, a strategic alliance, brand development and partnership marketing consulting firm, which originated in 2001. From January 1998 to December 1999, Mr. Wargotz served in various leadership positions with Cendant, including President and Chief Executive Officer of its Lifestyle Division, Executive Vice President and Chief Financial Officer of its Alliance Marketing Segment and Senior Vice President, Business Development. Prior to 1998, Mr. Wargotz was a Senior Vice President withserved in various finance and accounting positions at HFS Incorporated, from July 1994 to December 1997.PaineWebber & Co, American Express and Price Waterhouse. Mr. Wargotz has served as a director of Quotient Technology Inc. from February 2023 to September 2023, Resources Connection, Inc. sincefrom May 2009 to October 2021, and CST Brands, Inc. sincefrom May 2013.
2013 to June 2017.
Mr. Wargotz’s senior management experience with Axcess Worldwide, The Milestone Aviation Group and NetJets brings to the Board financial expertiseenterprise and branding knowledge. As past Chair of the Audit Committee of Wyndham Worldwide,Travel + Leisure Co., he contributes financial reporting and compliance expertise and perspective. Mr. Wargotz’s experience as President and CEO of Cendant’s Lifestyle Division, Chief Financial Officer of Cendant’s Alliance Marketing Segment and Senior Vice President of Cendant’s business development function provides the Board with exceptional leadership and branding and business development expertise in areas that are critical to our business. As a director for other public companies, Mr. Wargotz offers valuable perspectives on board operations as well. Mr. Wargotz’s specific experience, qualifications, attributes and skills described above led the Board to conclude that Mr. Wargotz should serve as our Director. |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE FOR THE ELECTION OF EACH OF THE DIRECTOR NOMINEES
| | | | | | | | | | | | | | | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS | | A VOTE FOR ALL OF THE DIRECTOR NOMINEES |
ENVIRONMENTAL AND SOCIAL RESPONSIBILITY The Company's commitment to strong environmental, social responsibility and governance (ESG) principles begins with the Board. Responsibilities for certain ESG matters are incorporated into the charters of the Audit, Compensation and Corporate Governance Committees of the Board, and the full Board receives updates on ESG matters from management and Committee Chairs. We have also integrated the priorities of environmental sustainability, inclusion and diversity, human rights, ethics, philanthropy and community support directly into our operations, while striving to deliver strong performance across our businesses.
Where You Can Find Additional ESG Information Detailed information about our governance practices is included below under “Governance.” For additional information about our environmental and social responsibility activities and initiatives, see Part I Item 1—Business, Environmental, Social and Governance of our Annual Report filed with the SEC, which can be found on our website at investor.travelandleisureco.com/sec-filings/annual-reports, and visit our website at investor.travelandleisureco.com/esg. Information from our website is not incorporated by reference into this proxy statement.
GOVERNANCE Board of Directors The Board is the ultimate decision-making body of the Company, except for those matters reserved for shareholders by law or pursuant to the Company’s governance instruments and those matters delegated by the Board to management. The Board is committed to exercising sound corporate governance principles and has adopted Corporate Governance Guidelines that, along with the charters of the Committees of the Board, Director Independence Criteria, Code of Conduct for associates, and Code of Business Conduct and Ethics for Directors, provide the framework for our governance. Each document is available on the Investors page of our website at travelandleisureco.com/investors by clicking on the Governance menu followed by the Governance Documents link. The governance rules for companies listed on the New York Stock Exchange and those contained in the Securities and Exchange Commission (SEC) rules and regulations are reflected in the guidelines. The Board reviews these principles and other aspects of governance periodically.
Board Leadership Structure and Lead Director While the Board has not mandated a particular leadership structure, historically, the positions of Chairman of the Board and CEO were held by the same person. In 2018, as a result of Mr. Holmes’ discussions with the Board about resigning as our CEO in connection with the spin-off of Wyndham Hotels and as part of its ongoing review of the Board leadership structure and succession planning process, the Board determined that the positions of Chairman and CEO should be held by separate individuals. In connection with the spin-off, effective as of May 31, 2018, the Board elected Mr. Holmes, who had served as the Chairman and CEO of the Company since July 2006, to the position of Non-Executive Chairman of the Board. At the same time, the Board also appointed Mr. Brown, our new President and CEO, as a member of our Board. In his role, Mr. Holmes provides leadership to the Board by, among other things, working with the CEO, the Lead Director, and the Corporate Secretary to set Board calendars, determine agendas for Board meetings, ensure proper flow of information to Board members, facilitate effective operation of the Board and its Committees, help promote Board succession planning and the orientation of new Directors, address issues of Director performance, assist in consideration and Board adoption of the Company’s long-term and annual operating plans, and help promote senior management succession planning. Mr. Holmes’ experience as our former CEO and his knowledge and familiarity with our business and industry bring unique and valuable perspective to the Board. In addition, Mr. Brown’s service as a Director promotes strategy development and execution and facilitates information flow between management and the Board, which is also essential to effective governance.
The Board also recognizes the importance of having independent Board leadership and selected James E. Buckman, an independent Director who serves as a member of the Executive Committee and Compensation Committee, to serve as the Board’s Lead Director. The Lead Director serves as a key advisor to our Chairman, chairs executive sessions of independent Directors and provides feedback to the Chairman, chairs meetings of the Board in the absence of the Chairman, and reviews in advance, and as appropriate, consults with the Chairman regarding, the agendas for all Board and Committee meetings. Seven of our nine current Directors are independent, and the Audit, Compensation and Corporate Governance Committees are composed solely of independent Directors. Consequently, the independent Directors directly oversee such critical items as the Company’s financial statements, executive compensation, the selection and evaluation of Directors and the development and implementation of our corporate governance programs. Our independent Directors bring experience, oversight and expertise from outside our Company and industry, which balances the Company-specific experience and expertise that our Non-Executive Chairman and our CEO bring to the Board. The Board will continue to review our Board leadership structure as part of the succession planning process. We believe that our leadership structure, in which the roles of Chairman and CEO are held by separate individuals, together with an experienced and engaged Lead Director and independent key Committees, is the optimal structure for our Company and our shareholders at this time.
Committees of Contentsthe Board The Board has four standing Committees: Audit, Compensation, Corporate Governance and Executive. The key responsibilities of each Committee, together with current membership and the number of meetings held in 2023, are set forth below. | | | | | | | | | | Audit Committee | | | Committee Members: | Key Responsibilities: | Ronald L. Rickles (Chair) Louise F. Brady George Herrera Michael H. Wargotz
Meetings in 2023: 8
| •Appointing our independent registered public accounting firm to perform an integrated audit of our consolidated financial statements and internal control over financial reporting. •Pre-approving all services performed by our independent registered public accounting firm. •Providing oversight on the external reporting process and the adequacy of our internal controls. •Reviewing the scope, planning, staffing and budgets of the audit activities of the independent registered public accounting firm and our internal auditors. | •Reviewing services provided by our independent registered public accounting firm and other disclosed relationships as they bear on the independence of our independent registered public accounting firm, and providing oversight on hiring policies with respect to employees or former employees of the independent auditor. •Maintaining procedures for the receipt, retention and resolution of complaints regarding accounting, internal controls and auditing matters. •Reviewing and updating periodically our Code of Conduct to promote ethical behavior by all of our associates. •Review and provide oversight of related person transactions in compliance with the Company’s Related Person Transactions Policy. | | Financial Expertise, Independence, and Financial Literacy All members of the Audit Committee are independent under the Board’s Director Independence Criteria and applicable regulatory and listing standards, as well as financially literate, knowledgeable and qualified to review financial statements in accordance with applicable regulatory and listing standards. Ronald L. Rickles and Michael H. Wargotz are audit committee financial experts within the meaning of applicable SEC rules and have “accounting or related financial management expertise” within the meaning of applicable NYSE rules. |
| | | | | | | | | | Compensation Committee | | | Committee Members: | Key Responsibilities: | Louise F. Brady (Chair) James Buckman Denny Marie Post Michael H. Wargotz
Meetings in 2023: 6
| •Providing oversight on our executive compensation program consistent with corporate objectives and shareholder interests. •Reviewing and approving Chief Executive Officer (CEO) and other senior management compensation. •Reviewing and considering the independence of advisers to the Compensation Committee. | •Approving grants of long-term incentive awards and our senior executives’ annual incentive compensation under our compensation plans. •Periodically reviewing our human capital programs, policies and procedures (except to the extent within the purview of the Corporate Governance Committee), including management succession planning and development.
| | Independence and Non-Employee Director Status All of the members of the Compensation Committee are independent under the Board’s Director Independence Criteria and applicable regulatory and listing standards. Each member also qualifies as a “non-employee director” for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (Exchange Act).
Compensation Committee Interlocks and Insider Participation There are no compensation committee interlocks between Travel + Leisure Co. and other entities involving our executive officers and directors. |
| | | | | | | | | | Corporate Governance Committee | | | Committee Members: | Key Responsibilities: | George Herrera (Chair) Lucinda C. Martinez Denny Marie Post Ronald L. Rickles Meetings in 2023: 4
| •Recommending to the Board nominees for election to the Board. •Reviewing principles, policies and procedures affecting Directors and the Board’s operation and effectiveness. •Providing oversight on the evaluation of the Board and its effectiveness. | •Reviewing matters of corporate social responsibility and sustainability performance, including potential long- and short-term trends and impacts of environmental, social, and governance issues. •Reviewing and approving Director compensation. | | Independence All of the members of the Corporate Governance Committee are independent under the Board’s Director Independence Criteria and applicable listing standards. |
| | | | | | | | | | Executive Committee | | | Committee Members: | Key Responsibilities: | Stephen P. Holmes (Chair) Michael D. Brown James Buckman Michael H. Wargotz
Meetings in 2023: 5 | The Executive Committee may exercise all of the authority of the Board when the Board is not in session, except that the Executive Committee does not have the authority to take any action which legally or under our internal governance policies may be taken only by the full Board. |
The charters of the Audit, Compensation and Corporate Governance Committees are available on the Investor page of our website at travelandleisureco.com/investors by clicking on the Governance menu followed by the Governance Documents link.
Oversight of Risk Management We face a broad array of risks, including risks relating to our finances, business operations and strategy, human capital matters, legal, regulatory and compliance matters, and reputational exposure. Our CEO and other members of senior management are primarily responsible for day-to-day risk management analysis and mitigation and report to the full Board or the relevant Committee regarding risk management. The Board provides oversight and seeks to ensure that risks undertaken by the
Company are consistent with a level of risk that is appropriate and aligned with the achievement of our business objectives and strategies. Committees of the Board consider risks within their principal areas of responsibility and update the Board on significant risk matters. Aligning Committees with risk oversight in their individualized areas of Committee focus and attention allows the Board to provide specific attention to and oversight of key risk areas.
Each Committee is responsible for providing oversight with respect to the management of certain risks and the entire Board is regularly informed about our risks through Committee reports and management presentations. The Audit Committee provides oversight on our programs for risk assessment and risk management, including with respect to financial accounting and reporting, internal audit, information technology, cybersecurity and ethics and compliance. The Audit Committee also receives quarterly updates from management regarding our global risk assessment (GRA) program, which is designed to identify the top risks applicable to the Company and document risk mitigation plans and initiatives by management. With respect to cybersecurity risk oversight, our Audit Committee receives quarterly updates from the appropriate managers on the primary cybersecurity risks facing the Company and the measures the Company is taking to mitigate such risks. In addition to such periodic reports, our Audit Committee receives updates from management regarding any significant changes to the Company’s cybersecurity risk profile or significant newly identified risks. Our Chief Ethics and Compliance Officer, who is a direct report to our General Counsel, also provides quarterly reports to the Audit Committee with regard to our ethics and compliance program. The Compensation Committee provides oversight on our assessment and management of risks relating to our executive compensation and management succession planning. The Corporate Governance Committee provides oversight on our management of risks associated with the independence of the Board and potential conflicts of interest. The Corporate Governance Committee also periodically reviews matters of corporate social responsibility and sustainability performance, including potential long- and short-term trends and impacts of environmental, social, and governance issues.
Our leadership structure, with Mr. Holmes serving as our Non-Executive Chairman and with Mr. Brown serving as a Director, also enhances the Board’s effectiveness in risk oversight due to the extensive knowledge of Mr. Holmes and Mr. Brown with respect to our business and operations, facilitating the Board’s oversight of key risks. We believe this division of responsibility and leadership structure is the most effective approach for addressing our risk management.
Director Independence Travel + Leisure Co.’s Corporate Governance Guidelines and Director Independence Criteria define our standards for director independence and reflect applicable NYSE and SEC requirements. All members of the Audit Committee and the Compensation Committee must also meet heightened independence standards under applicable NYSE and SEC rules.
Our Board is required under NYSE rules to affirmatively determine that each independent Director has no material relationship with Travel + Leisure Co., impacting his or her independence.
In accordance with these standards and criteria, the Board undertook its annual review of the independence of its Directors. During this review the Board considered whether there are any relationships or related party transactions between each Director, any member of his or her immediate family or other affiliated entities and us and our subsidiaries and affiliates. The purpose of this review was to determine whether any such relationships or transactions existed that were inconsistent with a determination that the Director is independent.
The Board follows a number of procedures to review related party transactions. We maintain a written policy governing related party transactions that requires Audit Committee pre-approval of related party transactions exceeding $120,000. Each Board member answers a questionnaire designed to disclose conflicts and related party transactions. We also review our internal records for related party transactions. Based on a review of these standards and materials, none of our independent Directors had or has any relationship with us other than as a Director within the meaning of our Director Independence Criteria and applicable regulatory and listing standards.
As a result of its review the Board affirmatively determined that the following Directors are independent of us and our management as required by the NYSE listing standards and the Director Independence Criteria: Louise F. Brady, James E. Buckman, George Herrera, Lucinda C. Martinez, Denny Marie Post, Ronald L. Rickles and Michael H. Wargotz. All members of the Audit, Compensation and Corporate Governance Committees are independent Directors within the meaning of our Director Independence Criteria and applicable regulatory and listing standards.
Executive Sessions of Non-Management Directors and Independent Directors The non-management members of the Board meet regularly without any members of management present. In addition, at least once a year, the independent Directors meet in a private session that excludes management and non-independent Directors. The Lead Director chairs these sessions.
Meeting Attendance Directors are expected to attend all Board meetings and meetings of the Committees on which they serve, as well as our Annual Meeting of Shareholders, absent exceptional cause. Directors fulfill their responsibilities not only by attending Board and Committee meetings but also through communication with the Non-Executive Chairman, Lead Director, CEO and other members of management relative to matters of interest and concern to Travel + Leisure Co. throughout the year.
The Board held four meetings during 2023. Each Director attended our 2023 annual meeting of shareholders, and each Director attended all of the Board meetings and at least 93% of the meetings of the committees of the Board on which the Director served during 2023.
All directors are expected to attend the 2024 Annual Meeting.
Communications with the Board and Directors Shareholders and other parties interested in communicating directly with the Board, an individual non-management or independent Director or the non-management or independent Directors as a group may do so by writing our Corporate Secretary at our principal executive offices at Travel + Leisure Co., 6277 Sea Harbor Drive, Orlando, Florida 32821. The Corporate Secretary will forward the correspondence only to the intended recipients. However, prior to forwarding any correspondence, the Corporate Secretary will review it and in his discretion will not forward correspondence deemed to be of a commercial nature or otherwise not appropriate for review by the Directors.
Compensation of Directors Highlights of Our Director Compensation Program. The following are highlights of our compensation program for non-management Directors: •On average, 64% of our Directors’ total annual compensation for 2023 was equity-based, aligning our Directors’ interests with the long-term interests of our shareholders. •Our Directors have the opportunity to defer all of their cash- and equity-based compensation under our Non-Employee Directors Deferred Compensation Plan. Amounts deferred under the plan are credited in the form of deferred stock units (DSUs) which are payable solely in shares of our common stock. DSUs are not paid out until the Director’s retirement or termination from service on the Board, thereby further aligning our Directors’ interests with the long-term interests of our shareholders. For 2023, our Directors elected to defer on average 48% of their total annual compensation. •Consistent with Travel + Leisure Co.’s philanthropic commitment, our non-management Directors are provided a three-for-one Company match for charitable contributions. We will match Director contributions $3 for every $1 contributed by the Director up to an aggregate maximum Company contribution of $75,000 per year. On average, 9% of our Directors’ total annual compensation for 2023 was attributable to this charitable match. •We maintain robust stock ownership guidelines which require our non-management Directors to own stock equal to the greater of 5x the cash portion of the annual retainer or 2.5x their total retainer value without regard to Committee fees. As of December 31, 2023, each of our Directors owned at least 12.6x the cash portion of their annual retainer and 6.3x their total retainer value, except for Ms. Martinez who joined our Board in November 2021 and has until November 2026 to achieve compliance. •Our 2006 Equity and Incentive Plan, as amended and restated, contains a shareholder-approved limit on the value of equity awards that can be granted to each non-management Director annually. •We do not pay any per-meeting fees. •We do not provide retirement benefits to our non-management Directors. •Our independent compensation consultant reviews our Director compensation program annually relative to our peer group and best practices.
Overview. Non-management Directors receive compensation for Board service designed to compensate them for their Board responsibilities and align their interests with the interests of shareholders. A management Director receives no additional compensation for Board service.
Directors of a publicly traded company have substantial responsibilities and time commitments, and with ongoing changes in corporate governance standards, highly qualified and experienced directors are in high demand.Accordingly, we seek to provide competitive and appropriate economic incentives for our Directors who play a critical and active role in overseeing the management of our Company and guiding our business strategy. Our Board has a total of nine members, seven of whom are independent. All of our independent Directors serve on at least one Committee. Our Director compensation program is designed to reasonably compensate our Directors for their qualifications and experience, continued performance, dedication, increased responsibilities and time commitment.
Annual Review of Director Compensation. In November 2022, our independent compensation consultant, Aon, provided an independent review of our non-management Director compensation program. As part of this review, Aon assessed the elements of our program, including annual board retainers in cash and equity, fees for chairman and Committee service, and prevalence of features such as non-executive chairman and lead director pay and other compensation in the form of perquisites and benefits, and provided peer group data (using the peer group listed below in "Compensation Review and Competitive Analysis - Peer Group Composition for 2023") that presented annual retainer fees, Committee service pay, and annual equity grant value at the 25th, 50th and 75th percentile. Aon also assessed the prevalence of governance policies such as stock ownership guidelines and stock hedging/pledging. The Governance Committee reviewed the peer group data prepared by Aon and determined that our Directors' total direct compensation was generally aligned with the philosophy of targeting the top quartile of the peer group. As a result of this review, our 2023 Director compensation program remained consistent with our 2022 program.
Annual Retainer Fees. The following table describes 2023 annual retainer and Committee chair and membership fees for non-management Directors for the full-year. Our Directors do not receive additional fees for attending Board or Committee meetings. | | | | | | | | | | | | | | | | | | | | | | | Cash-Based | | Stock-Based | | Total | | Non-Executive Chairman | | $ | 160,000 | | | $ | 160,000 | | | $ | 320,000 | | | Lead Director | | $ | 132,500 | | | $ | 132,500 | | | $ | 265,000 | | | Director | | $ | 105,000 | | | $ | 105,000 | | | $ | 210,000 | | | Audit Committee chair | | $ | 22,500 | | | $ | 22,500 | | | $ | 45,000 | | | Audit Committee member | | $ | 12,500 | | | $ | 12,500 | | | $ | 25,000 | | | Compensation Committee chair | | $ | 17,500 | | | $ | 17,500 | | | $ | 35,000 | | | Compensation Committee member | | $ | 10,000 | | | $ | 10,000 | | | $ | 20,000 | | | Corporate Governance Committee chair | | $ | 15,000 | | | $ | 15,000 | | | $ | 30,000 | | | Corporate Governance Committee member | | $ | 8,750 | | | $ | 8,750 | | | $ | 17,500 | | | Executive Committee member | | $ | 10,000 | | | $ | 10,000 | | | $ | 20,000 | |
The annual Director retainer and Committee chair and membership fees are paid on a quarterly basis 50% in cash and 50% in Travel + Leisure Co. stock. The requirement for Directors to receive at least 50% of their fees in our equity further aligns their interests with those of our shareholders. For 2023, the number of shares of stock issued was based on our stock price on the quarterly determination date. Beginning for 2024, such awards are made on an annual basis rather than a quarterly basis and the number of shares of stock issued is based on our stock price on the annual determination date. Directors may elect to receive the stock-based portion of their fees in the form of common stock or deferred stock units (DSUs). Directors may also elect to defer any cash-based compensation or time-vesting restricted stock units (RSUs) into DSUs. A DSU entitles the Director to receive one share of common stock following the Director’s retirement or termination of service from the Board for any reason and is credited with dividend equivalents during the deferral period. The Director may not sell or receive value from any DSU prior to retirement or termination of service.
Director Equity Awards. In addition to the annual retainer fees, to further align our Directors’ interests with those of our shareholders, each non-management Director is granted an annual equity award typically in the form of RSUs. On March 7, 2023, each of our non-management Directors received a $125,000 annual equity grant of time-vesting RSUs, which vest ratably over a four-year period. Beginning for 2024, the $125,000 annual director equity awards vest over a one-year period. RSUs are credited with dividend equivalents subject to the same vesting restrictions as the underlying units.
Other Compensation. Consistent with Travel + Leisure Co.’s philanthropic commitment, we will match a non-management Director's qualifying charitable contributions $3 for every $1 contributed by the Director up to an aggregate maximum Company contribution of $75,000 per year. Six of our Directors chose to make qualifying charitable contributions in 2023, which we matched three times the amount of their personal contribution. This benefit to our non-management Directors reflects our core commitment to charitable giving. We also maintain a policy to award our non-management Directors up to a maximum of 500,000 Wyndham Rewards Points annually. These Wyndham Rewards Points have an approximate value of $4,133 and may be redeemed for numerous rewards options including stays at Wyndham properties. This benefit provides our Directors with an opportunity to get ongoing, first-hand exposure to our properties and operations, furthering their understanding and evaluation of our businesses.
Holmes Letter Agreement. In connection with the spin-off of Wyndham Hotels, effective as of May 31, 2018, the Board elected Stephen P. Holmes, who had served as the Chairman and CEO of the Company since July 2006, to the position of Non-Executive Chairman of the Board. In connection with his election as Non-Executive Chairman of the Board, on June 1, 2018, the Company entered into a letter agreement with Mr. Holmes (Holmes Letter Agreement), which provides him with an annual retainer of $320,000 (with $160,000 payable in the form of cash and $160,000 payable in the form of Travel + Leisure Co. common stock) as further described above. In addition, the Company agreed to pay Mr. Holmes the following amounts to assist him in the course of performing his duties and responsibilities to the Company: $18,750 per year toward his costs incurred in connection with retaining an administrative assistant and $12,500 per year toward his costs incurred in connection with office space. In addition, the Company also agreed to reimburse Mr. Holmes while he remains a Board member for 50% of the cost of his annual executive health and wellness physical ($5,500 in 2023).
Director Stock Ownership Guidelines. The Corporate Governance Guidelines require each non-management Director to comply with Travel + Leisure Co.’s Non-Management Director Stock Ownership Guidelines. These guidelines require each non-management Director to beneficially own an amount of our stock equal to the greater of a multiple of at least 5x the cash portion of the annual retainer or 2.5x the total retainer value without regard to Board Committee fees. Directors have a period of five years after joining the Board to achieve compliance with this ownership requirement. DSUs and RSUs credited to a Director count towards satisfaction of the guidelines. As of December 31, 2023, all of our non-management Directors exceeded these stock ownership requirements, except for Ms. Martinez who joined our Board in November 2021 and has until November 2026 to achieve compliance.
2023 Director Compensation Table The following table describes compensation we paid our non-management Directors for 2023. | | | | | | | | | | | | | | | | Directors | Fees Paid
in Cash
($) | Stock Awards ($)(a)(b) | All Other Compensation ($)(c) | Total
($) | | Louise F. Brady | — | | 394,996 | | 79,133 | | 474,129 | | | James E. Buckman - Lead Director | 152,579 | | 277,400 | | 79,133 | | 509,112 | | | George Herrera | 132,584 | | 257,399 | | 29,633 | | 419,616 | | | Stephen P. Holmes - Chairman | 170,047 | | 294,937 | | 40,883 | | 505,867 | | | Lucinda C. Martinez | 113,831 | | 238,652 | | 4,133 | | 356,616 | | | Denny Marie Post | 61,929 | | 310,550 | | 49,283 | | 421,762 | | | Ronald L. Rickles | 136,359 | | 261,137 | | 76,884 | | 474,380 | | | Michael H. Wargotz | 137,601 | | 262,390 | | 41,219 | | 441,210 | |
(a)Represents the aggregate grant date fair value of stock awards computed in accordance with ASC 718. The grant date fair value for these stock awards is measured based on the closing price of our common stock on the date of grant. On March 7, 2023, each non-management Director was granted a time-vesting RSU award with a grant date fair value of $125,000, which vests ratably over four years. The remaining amount in each row represents the aggregate grant date fair value of retainer fees paid in the form of common stock and/or DSUs during the year. (b)Total shares of our common stock issuable for DSUs at December 31, 2023 were as follows: Ms. Brady, 56,318; Mr. Buckman, 103,259; Mr. Herrera, 42,687; Mr. Holmes, 28,668; Ms. Martinez 310; Ms. Post, 20,996; Mr. Rickles, 29,842; and Mr. Wargotz, 104,638. Total shares of our common stock issuable for unvested RSUs at December 31, 2023 were as follows: Ms. Brady, 5,838; Mr. Buckman, 5,838; Mr. Herrera, 5,838; Mr. Holmes, 5,838; Ms. Martinez 5,858; Ms. Post, 5,838; Mr. Rickles, 5,838; and Mr. Wargotz, 5,838. (c)Includes amounts attributable to charitable matching contributions made on behalf of the Director, the value of Wyndham Rewards Points and life insurance premiums paid by us as applicable. The value of charitable matching contributions were as follows: Ms. Brady $75,000; Mr. Buckman $75,000; Mr. Herrera, $25,500; Ms. Post $45,150; Mr. Rickles $73,536; and Mr. Wargotz, $34,500. Ms. Brady, Mr. Buckman, Mr. Herrera, Mr. Holmes, Ms. Martinez, and Ms. Post all received 500,000 Wyndham Rewards Points with an approximate value of $4,133. Mr. Rickles received 405,000 Wyndham
Rewards Points with an approximate value of $3,348. Mr. Wargotz received 495,000 Wyndham Rewards Points with an approximate value of $4,092. Life insurance premiums paid by us under a legacy Wyndham Worldwide program were $2,627 for Mr. Wargotz. The amount for Mr. Holmes also includes $18,750 for the cost of an administrative assistant to assist him in performing his duties to the Company, $12,500 related to office space for use in performing his duties to the Company, and $5,500 for his executive health and wellness physical. The value of dividends is factored into the grant date fair value of our stock awards. Accordingly, dividends paid are not reflected in the table above. On occasion, a director’s spouse or other invited guests may accompany the director to a business function or on a Company-provided non-commercial aircraft (leased under timeshare or chartered) when the aircraft is in use for business purposes. In those cases, there generally has not been additional aggregate incremental cost to the Company and, as a result, no amount associated with such event or use is reflected in the "2023 Director Compensation Table."
Related Party Transactions The Board has adopted a written policy regarding the review of certain related party transactions (the “Related Person Transactions Policy”). Under the Related Person Transactions Policy, which is administered by our Audit Committee, Directors and executive officers must report any related person transactions to the Office of General Counsel and furnish details regarding the terms and circumstances of each such transaction in advance of entering into or amending or modifying such transaction. Pursuant to the Related Person Transactions Policy, the material facts respecting any such related person transaction and the related person’s interest in such transaction must be reviewed and pre-approved (or not approved) by the Audit Committee. No Director of the Company may participate in any approval of any related person transaction with respect to which he or she is a related person.
For purposes of the Related Person Transactions Policy, a “related person transaction” includes, subject to certain exceptions, any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships in which (i) the Company or any of its subsidiaries is or will be a participant, (ii) any related person has or will have a direct or indirect material interest, and (iii) such transaction would be required to be disclosed under Item 404 of Regulation S-K under the Exchange Act. The policy defines a “related person” to include: any of our Directors, Director nominees or executive officers; a known holder of more than 5% of our common stock; immediate family members of any of the foregoing; or any firm, corporation or other entity in which any of the foregoing persons is an executive officer, partner, principal or similar position, or in which such person has a material ownership or financial interest.
We have included disclosure below regarding certain ongoing transactions between the Company and a limited liability company affiliated with Mr. Holmes (Holmes LLC) since the beginning of the prior fiscal year.
In May 2018, the Company entered into an Aircraft Timesharing Agreement with Holmes LLC pursuant to which Holmes LLC granted us the right to use the aircraft that it owns on a timesharing basis in accordance with, and subject to the reimbursement of certain operating costs and expenses in accordance with, the federal aviation regulations. We paid operating costs and expenses under this timesharing agreement of $107,061 in 2023. Holmes LLC is solely responsible for the physical and technical operation of the aircraft, aircraft maintenance and the cost of maintaining aircraft liability insurance, as provided in the federal aviation regulations.
Code of Business Conduct We remain committed to the highest standards of ethics, integrity, and responsible business practices across our global operations. We maintain a Code of Conduct applicable to all of our associates, including our CEO, Chief Financial Officer and Chief Accounting Officer. The Audit Committee is responsible for reviewing and updating periodically our Code of Conduct to promote ethical behavior by all of our associates. We also maintain a Code of Business Conduct for Directors. We will disclose on our website any amendment to or waiver of a provision of our Code of Conduct for Directors or our Code of Conduct as may be required and within the time period specified under applicable SEC and NYSE rules. The Code of Business Conduct for Directors and our Code of Conduct are available on the Investors page of our website at https://investor.travelandleisureco.com by clicking on the Governance menu followed by the Governance Documents link. Copies of these documents may also be obtained free of charge by writing to our Corporate Secretary.
Information about our Executive Officers Set forth below is certain information regarding each of our executive officers as of April 5, 2024, other than Michael D. Brown, whose biographical information is presented above under "Proposal 1: Election of Directors."
Thomas M. Duncan, 48, has served as our Senior Vice President and Chief Accounting Officer since September 2022. Previously, Mr. Duncan served as Senior Vice President, Finance of the Company from June 2018 to September 2022, as Senior Vice President and Controller of Wyndham Vacation Ownership from 2006 to 2018, Vice President and Assistant Controller from 2000 to 2006, and Director of Financial Reporting from 1999 to 2000. Mr. Duncan began his career with Ernst & Young LLP in its assurance services practice.
Michael A. Hug, 57, has served as our Chief Financial Officer since June 2018. Previously, Mr. Hug served as Executive Vice President and Chief Financial Officer of Wyndham Vacation Ownership from 2006 to 2018, Senior Vice President and Controller from 2002 to 2006, and Vice President of Finance and Administration of Resort Management Services from 1999 to 2002. Prior to joining Wyndham Vacation Ownership, Mr. Hug was a senior manager with Ernst & Young from 1988 until 1999 and is a Certified Public Accountant.
Kimberly Marshall, 60, has served as our Chief Human Resources Officer since June 2018. Previously, Ms. Marshall served as Executive Vice President, Human Resources, for Wyndham Vacation Ownership from February 2017 to June 2018 and Senior Vice President of Human Resources from 2012 to 2017. Prior to joining Wyndham Vacation Ownership, Ms. Marshall served as Executive Vice President, Human Resources for PSS World Medical from 2010 to 2012 and Senior Vice President, Human Resources for CHEP Americas from 2007 to 2010. In addition, she served as Senior Vice President Human Resources for the Southeast Region of Centex Homes from 2004 to 2007 and spent 11 years with The Walt Disney Company in Finance and in Human Resources from 1993 to 2004. Ms. Marshall began her career in public accounting with Arthur Andersen & Co. and later Price Waterhouse Coopers and is a Certified Public Accountant.
Jeffrey Myers, 56, has served as Chief Sales and Marketing Officer of Wyndham Destinations, our vacation ownership business segment since June 2018. Previously, Mr. Myers served as Chief Sales and Marketing Officer of Wyndham Vacation Ownership from 2008 to 2018. A 30-year industry veteran, Mr. Myers joined Wyndham Vacation Ownership in 1991, and earned progressive leadership roles, serving as site leader, senior vice president for multiple regions and Executive Vice President of Sales for Club Wyndham and WorldMark by Wyndham from 2002 to 2007.
Geoffrey Richards, 51, has served as our Chief Operating Officer of Wyndham Destinations, our vacation ownership business segment since June 2018. Previously, Mr. Richards served as Chief Operating Officer of Wyndham Vacation Ownership from 2011 to 2018. Mr. Richards began his career with Wyndham Vacation Ownership in 1996 as a Sales Program Manager, and subsequently held several leadership positions within the Company’s sales and marketing operations, including Senior Vice President of Sales Development, Vice President of Sales and Site Marketing Programs and Executive Vice President of Global Sales Operations.
James J. Savina, 50, has served as our General Counsel and Corporate Secretary since June 2018 after joining Wyndham Worldwide in April 2018. Mr. Savina served as General Counsel and Corporate Secretary at The Kraft Heinz Company, a manufacturer and seller of consumer food and beverage products, from 2015 to 2018, where he played a central role in the merger of Kraft Foods Group and H. J. Heinz Company and led the combined company’s legal department. Previously, Mr. Savina served as Senior Vice President, Deputy General Counsel, and Chief Compliance Officer, and in other roles of increasing responsibility, for Kraft Foods Group from 2013 to 2015. His prior experience includes roles as Executive Director, Global Legal Investigations & Legal Operations for Avon Products; Senior Counsel and Director of Claims and Legal Administration for Energy Future Holdings; and Associate for Jones Day, an international law firm.
Sy Esfahani, 63, has served as our Chief Technology Officer since November 2021. Prior to joining Travel + Leisure Co., Mr. Esfahani served as Chief Information Officer at Qatar Airways Group, an airline company, from February 2019 to June 2021. Previously, Mr. Esfahani served as Global Chief Information Officer for MGM Resorts International, a global hospitality and entertainment company, from 2013 to 2019, where he focused on improving operations and customer experience within various lines of business across the 20 resort brands. Earlier in his career, Mr. Esfahani held chief information officer and key technology leadership positions at several companies in the financial services and trade show production industries.
Amandine Robin-Caplan, 39, has served as our Chief Brand and Communications Officer since July 2023. Prior to joining Travel + Leisure Co., Ms. Robin-Caplan spent 11 years at Pernod Ricard, a global premium wine and spirits organization, where her tenure culminated in the role of Chief Communications Officer for the USA in 2016 and then the North America region from 2017 to 2022. She also fueled the communications, brand, training, marketing and business development priorities at McCarthy Tetrault and GE Capital in Canada. Ms. Robin-Caplan also served as a board member with Columbia University Maison Francaise and Keep America Beautiful, among other organizations.
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION We are asking our shareholders to cast a non-binding, advisory vote to approve the compensation of our named executive officers described in the Compensation Discussion and Analysis starting below on page 19 and in the tabular and accompanying narrative disclosure regarding named executive officer compensation starting on page 32 (Say-on-Pay Vote). We encourage you to read the Compensation Discussion and Analysis and the accompanying tables and narratives for details on the 2023 compensation of our named executive officers.
Recommendation for Approval For the reasons discussed in our Compensation Discussion and Analysis, the Board recommends that shareholders vote in favor of the following resolution: RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the named executive officers described in the Compensation Discussion and Analysis and the tabular and related narrative disclosure regarding named executive officer compensation included in this proxy statement pursuant to the compensation disclosure rules of the SEC.
Although the vote is advisory and non-binding, the Compensation Committee values the opinions expressed by shareholders in their vote on this proposal and will take into account the outcome of the vote when considering executive compensation arrangements in the future. | | | | | | | | | | | | | | | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS |
EXECUTIVE COMPENSATION Compensation Discussion and Analysis Our Compensation Discussion and Analysis provides an overview of our compensation strategy and program, the processes and procedures of our Compensation Committee of the Board (Committee) and the Committee’s considerations and decisions made under those programs for our named executive officers for 2016. 2023.
Our Named Executive Officers. Our named executive officers for 20162023 are: | ·
| | Steve Holmes, Chief Executive Officer
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| | Tom Conforti, Chief Financial Officer
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| | Geoff Ballotti, Chief Executive Officer of our Wyndham Hotel Group
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| | Gail Mandel, Chief Executive Officer of our Wyndham Destination Network
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| | Tom Anderson, Executive Vice President and Chief Real Estate Development Officer
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| | Franz Hanning, former Chief Executive Officer of Wyndham Vacation Ownership
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Mr. Anderson will cease serving as our Executive Vice•Michael D. Brown, President and Chief Real Estate DevelopmentExecutive Officer on or about April 28, 2017.
•Michael A. Hug, Chief Financial Officer •Geoffrey Richards, Chief Operating Officer, Wyndham Destinations •Jeffrey Myers, Chief Sales and Marketing Officer, Wyndham Destinations •Olivier Chavy, former President, Panorama and Travel + Leisure Clubs Mr. HanningChavy ceased serving in his role as Chief Executive Officer of Wyndham Vacation Ownership on November 28, 2016President, Panorama and continued to be employed in a non-executive capacity until March 2017 to assist with an orderly transition of his responsibilities. Travel + Leisure Clubs effective February 20, 2024. Solid Financial and Operational Performance for Shareholders. Shareholders:In 20162023, our management team led by our named executive officers produced solidstrong financial and operational results continuing a multi-year track record of delivering outstanding value to our shareholders. The following describes who we are and our mission: | ·
| | We are one of the world’s largest integrated hospitality companies, providing travelers with access to a collection of trusted hospitality brands in hotels, vacation ownership and unique accommodations including vacation exchange, holiday parks and managed home rentals.
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performance. | ·
| | Welcoming people to experience travel the way they want, we provide travelers with the opportunity to have their ideal travel experience regardless of location, budget or type of accommodation, all tied together by the industry’s number one rated loyalty program, Wyndham Rewards.
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| | We create great experiences driven by our signature Count On Me! service culture and the core values guiding us to do business in a way that makes our associates, partners and shareholders proud. Consistently recognized among FORTUNE’S World’s Most Admired Companies and the World’s Most Ethical Companies by Ethisphere, our holistic integration of responsible environmental, social and governance (ESG) practices continues to be an important driver of our success.
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| | With a consistent focus on asset-light, fee-for-service business models, our suite of travel brands continues to grow into category leaders and are making bold moves today to meet the needs of tomorrow’s travelers. From a landmark hotel brand transformation and developing new experiences for the next generation of timeshare owners, to capturing the increasing demand for unique places to stay across the sharing economy and growing our loyalty program across our collective portfolio, we are embarking on our second decade embracing and fulfilling the needs of the everyday traveler.
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Key Compensation Actions for 2023 | ·
| | We aim to make travel more accessible for more people to travel to more places than any other hospitality company in the world.
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Aligned with our Total Compensation Strategy, the Committee took several actions with respect to our executive compensation program to continue to support a high performance environment focused on strong execution supporting our growth strategy. Our key 2023 compensation actions are highlighted below and also described in further detail in this Compensation Discussion and Analysis. •2023 Annual Incentive Plan: The 2023 Annual Incentive Plan design is consistent with the 2022 design with corporate results include: | ·
| | Total revenues in 2016 of $5.6 billion, a 1% increase over 2015.
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| | A track record of revenue growth at a 6% compound annual growth rate (CAGR) over the last five years.
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| | Net income in 2016 of $611 million, flat compared to 2015 net income. Adjusted net income in 2016 of $636 million, a 5% increase over 2015 adjusted net income.*
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| | Adjusted EBITDA increased 6% over the prior year or 7% excluding the impact of foreign exchange and acquisitions, consistent with our long-term CAGR target of 6-8%.*
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| | A track record of adjusted EBITDA growth at a 7% CAGR over the last five years.*
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| | 2016 diluted earnings per share of $5.53, an 8% increase over 2015 diluted earnings per share, and diluted adjusted earnings per share in 2016 of $5.75, a 13% increase over 2015.*
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| | A track record of double-digit diluted earnings per share growth and adjusted diluted earnings per share growth at a 17% and 18% CAGR, respectively, over the last five years.*
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| | In 2016, our net cash provided by operating activities was $973 million and we generated free cash flow of $782 million, exceeding $740 million in each of the last five years.*
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| | Share repurchases totaling $625 million in 2016 and $5.0 billion since our inception following our 2006 spin-off from Cendant.
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| | Share repurchases reduced diluted shares outstanding from 119 million shares in 2015 to 111 million shares in 2016, and from 200 million to 111 million shares since our inception.
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| | Paid dividends of $223 million in 2016 and $1.1 billion since our inception.
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| | Our Wyndham Rewards program – one of the blue threads that tie our brands together – is redefining loyaltyand business unit adjusted EBITDA targets (weighted 90%) and a strategic goal component (weighted 10%) for our customers by eliminating confusing rewards categories and instead offering a flat, free night redemption rate.
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| | Wyndham Rewards is the first major program of its kind to expand its redemption options beyond hotels to include both vacation ownership and vacation rental properties.
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| | Wyndham Rewards program enrollment increased by nearly 5 million new members in 2016.
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| | In 2016, Wyndham Rewards was named the number one hospitality loyalty program by U.S. News & World Report and the most generous program by IdeaWorks.
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Wyndham Hotel Group is the world’s largest hotel companyCEO and senior leadership team reporting directly to the CEO. Strategic goal components approved by the Committee for the named executive officers are based on numberrole-specific strategic priorities for each executive. To incentivize high performance and further align with market practice based on a competitive market assessment shared by Aon, our independent compensation consultant, the Committee determined to extend the performance/payout range. Beginning with the 2023 Annual Incentive Plan, the maximum payout opportunity has been increased from 150% of hotelstarget to 200% of target annual incentive award for higher premium performance levels.
•2023 Long-Term Incentive Plan Awards: For 2023, the Committee approved increased LTIP awards which are more heavily weighted toward performance for our CEO and ishis leadership team. The 2023 target LTIP Award for our CEO consists of 55% PSUs and 45% time-vesting RSUs. The other named executive officer awards consist of on average approximately 45% PSUs and 55% time-vesting RSUs. These PSUs are to be earned upon achievement of a leading hotel brand franchisor and hotel management services provider with a global portfoliothree-year cumulative adjusted EPS financial metric for the performance period 2023 to 2025.
•2023 CEO At-Risk Pay Mix: On March 7, 2023, the Committee approved an annual target total direct compensation package for our CEO consisting of over 8,000 propertiesthe following ongoing elements: base salary (10%), target annual cash incentive award (17%) and 697,600 roomstarget LTIP award (73%). His annual target LTIP awards include a mix of 55% PSUs and 45% time-vesting RSUs. Of our CEO's target annual total direct compensation for 2023, 90% is variable and at-risk in 77 countriesthe form of annual cash incentive and LTIP awards and 57% is contingent upon performance metrics in the form of annual cash incentive and PSUs.
•Adoption of Clawback Policy: On August 8, 2023 the Committee approved the adoption of the Travel + Leisure Co. Incentive Compensation Recovery Policy effective October 2, 2023. Under the policy, generally speaking, the Company is required to recover erroneously awarded incentive-based compensation, as defined in the policy, in the event that the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. The policy covers each individual who is or was designated as an "officer" of the Company for purposes of Section 16 under the Exchange Act whether or not such covered executive is serving at the time the excess compensation is required to be repaid to the Company. The policy applies without regard to whether any misconduct occurred or whether the covered executive had any individual knowledge or responsibility related to the erroneous financial statements necessitating the relevant accounting restatement. If triggered, the policy requires the recovery of any excess incentive-based compensation received by covered executive officers during the three fiscal years preceding the date of the accounting restatement. The policy applies to material accounting errors that require a restatement of prior year financial results (commonly known as "Big R" restatements) as well as to errors that are corrected in current year results (commonly known as "little R" restatements).
Shareholder Outreach for 2023 Executive Compensation Program: Consistent with our ongoing practice, during 2022, members of management reached out to our 15 brands.
*Please see Appendix Alargest shareholders, representing 50% of our total outstanding shares. At our 2023 annual meeting, our executive compensation program again received a strong level of support with 91% of votes cast for our program. See "Shareholder Outreach" below in this Compensation Discussion and Analysis for information regarding our outreach efforts in 2023.
Annual NEO Target Total Direct Compensation for 2023. Upon review of its compensation consultant's competitive market analysis and recommendations, our Committee adopted the following 2023 total direct compensation packages for our named executive officers based on non-GAAP reconciliationstheir roles, levels of responsibility and forward looking information.
their positions as executive officers of a public company of our size. Our compensation program is predominately variable and at-risk in the form of annual cash incentive and long-term incentive awards. For our CEO, 90% of target total direct compensation is variable and at-risk, and on average for our other named executive officers 86% is variable and at-risk.
Wyndham Hotel Group’s results include:
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| | Revenues in 2016 of $1.3 billion, a 1% increase over 2015.
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| | | | | | | | | | | | | | | | | | | Executive | Base Salary | Target Annual Cash Incentive | Long-Term Incentive Plans (LTIP) Target
Fair Value | Target Total Direct | | Michael Brown | $1,310,500 | 175% | $2,293,375 | $9,800,000 | $13,403,875 | | Michael Hug | $649,549 | 85% | $552,117 | $3,600,000 | $4,801,666 | | Geoff Richards | $610,428 | 85% | $518,864 | $3,500,000 | $4,629,292 | | Jeffrey Myers | $573,735 | 100% | $573,735 | $3,500,000 | $4,647,470 | | Olivier Chavy | $649,549 | 85% | $552,117 | $2,600,000 | $3,801,666 | | | | | | |
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| | EBITDA in 2016 of $391 million, a 12% increase over 2015. Adjusted EBITDA in 2016 of $401 million, a 7% increase over 2015.*
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| | A 2.9% increase in room growth in 2016 over 2015.
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As Chief Sales and Marketing Officer, Mr. Myers' Target Annual Cash Incentive is based 50% on our annual incentive compensation program for management and 50% on our sales and marketing incentive compensation plan. | ·
| | Increased the depth and breadth of our global portfolio by opening hotels in 6 new countries, bringing our total country count to 77.
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| | Continued development of our Wyndham Rewards loyalty program to gain new members and increase member engagement, adding nearly 5 million members in 2016.
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| | Continued refinement of hotel system quality to reinvigorate and better position our hotel brands with clearly defined standards and appealing attributes for the next generation of travelers, which we believe has improved our WynReview customer surveys and scores with TripAdvisor, NPS and JD Power.
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| | We continue to reposition and strengthen each of our iconic hotel brands with new marketing campaigns across our 15 economy, midscale and upscale brands, focusing on bringing a lifestyle experience for the everyday traveler.
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| | Continued roll-out of cloud-based, third-party property management and central reservation systems that benefit franchisees by providing best in class technology services and automated revenue management services.
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| | Enhanced our management capabilities in the South American market through our acquisition of Fen Hotels, adding two new hotel brands, Dazzler and Esplendor, to our system and 26 management contracts primarily across Latin America with a focus on Argentina.
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Wyndham Destination Network is the world’s largest provider of professionally managed, unique vacation accommodations with more than 121,000 vacation properties in over 110 countries on 6 continents, sending nearly 14 million people annually to their desired destinations through its trusted, diverse network of brands.
Wyndham Destination Network’s results include:
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| | Revenues in 2016 of $1.6 billion, a 2% increase over 2015. Revenues increased 3% over 2015 excluding acquisitions and the impact of foreign currency.*
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| | EBITDA in 2016 of $356 million, a 3% decrease compared to 2015. Adjusted EBITDA in 2016 of $385 million, a 4% increase over 2015. Adjusted EBITDA excluding acquisitions and the impact of foreign currency increased 6% over 2015.*
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| | Continued evolution of the business to optimize our inventory and distribution capabilities, strengthening and enhancing the customer experience through our peer-to-peer plus approach, and providing a full-service, professionally-managed global vacation rental portfolio combined with local market experience.
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*Please see Appendix A for information on non-GAAP reconciliations and forward looking information.
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| | Enhanced our peer-to-peer plus portfolio by adding 9,000 new vacation rental properties, increasing the total to over 117,000.
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| | Launched RCI’s Next Gen program which drives new member growth by introducing tailored offerings through integrated digital platforms for a seamless experience.
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| | Expanded our mobile capabilities to over 60% of our total destination network websites, increasing 2016 mobile transactions by 17%.
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| | Continued expansion of third party distribution channels to complement our vacation rental brands’ proprietary websites, expand consumer awareness and increase bookings, including the utilization of cross-branded inventory.
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| | Renewed significant RCI affiliations and continued strategic growth with the addition of 76 new vacation ownership affiliates and 171 new vacation ownership resorts to our portfolio of over 4,300 affiliated properties including expansion in China and Southeast Asia.
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| | Expanded yield management systems for custom-built pricing solutions and digital recruitment at certain brands.
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| | Added more than 20,000 vacation rental properties for redemption through Wyndham Rewards.
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| | Executed six vacation rental tuck-in acquisitions in Europe and the U.S., adding numerous new vacation destinations to our network.
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Wyndham Vacation Ownership develops, markets and sells vacation ownership interests and provides consumer financing to owners through its network of 219 vacation ownership resorts serving over 887,000 owners throughout the United States, Canada, Mexico, the Caribbean and the South Pacific.
Wyndham Vacation Ownership’s results include:
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| | Revenues in 2016 of $2.8 billion, a 1% increase over 2015.
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| | EBITDA in 2016 of $694 million, a 1% increase over 2015. Adjusted EBITDA in 2016 of $708 million, a 3% increase over 2015.*
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| | Continued focus on sales to new owners with nearly 33,000 new owners added in 2016.
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| | Increased overall owner satisfaction scores by 30 basis points.
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| | Continued refinement of marketing and sales programs to increase customer engagement and growth, including our specialist presenter program.
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| | Opened 6 new resorts, bringing the total number of resorts to 219 across 32 U.S. states and 7 countries.
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| | Continued rollout of our innovative Ovation by Wyndham program, offering owners who have benefited from our product for many years but are no longer using it options to gracefully exit their ownership.
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| | Continued to support our successful community marketing programs and alliances.
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*Please see Appendix A for information on non-GAAP reconciliations and forward looking information.
Our Executive Compensation Program and Governance AlignAligns with Shareholder Interests. We engage in the following practices to ensure that our executive compensation program and governance alignaligns with our shareholders’shareholders' interests. | ·
| | Our annual incentive compensation program requires achievement of rigorous, profitability-based performance metrics designed to incentivize high-performance and achievement of annual financial goals and thus create value for our shareholders.
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| | •Our annual incentive compensation program requires achievement of rigorous financial performance metrics designed to incentivize high-performance and achievement of short-term financial goals and thus creates value for our shareholders. •Equity awards granted to our named executive officers under our long-term incentive plan are designed to align their interests with our shareholders. Equity awards constitute approximately 75% of our executives’ target annual total compensation and vest over multi-year periods. |
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| | Our incentive compensation program includes a performance-based equity incentive award, the vesting of which is contingent upon achievement of premium levels of adjusted earnings per share performance over a cumulative three-year period, incentivizing medium-term high performance and value growth for our shareholders.
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| | We grant our named executive officers restricted stock units subject to multi-year vesting requirements designed to retain our executives and ensure that a significant portion of the executives' compensation is tied to long-term stock price performance.
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| | Our Board is diverse and all of our Directors, other than our Chairman and CEO, are independent Directors. In 2016, the Board appointed a new Director, further increasing the diversity of our Board.
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| | All of our Directors are accountable to shareholders through annual elections and we maintain a majority voting policy for uncontested Director elections.
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| | We have implemented a shareholder outreach program to seek shareholder feedback on our governance and executive compensation practices. In 2016, in response in part to feedback from our shareholders and the major proxy advisory services, we modified the peer group we use for compensation benchmarking in addition to adding a new Director, and in 2017, the Compensation Committee revised our CEO’s equity-based compensation structure, increasing the percentage of his total target compensation that is performance-based to 67% to further align his interests with shareholder interests. If we achieve performance at maximum achievement levels, Mr. Holmes’ long-term equity incentive award payout will be 80% performance-based. We continue to review all of our governance and compensation practices.
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| | Our CEO receives no tax gross-ups for personal aircraft use or other perquisites.
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| | We have policies prohibiting our Directors and senior executives from engaging in any hedging transactions in our equity securities and from pledging, or using as collateral, our securities to secure personal loans or other obligations, including holding shares in margin accounts.
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| | Our named executive officers do not have the right to receive severance solely upon the occurrence of a change-in-control.
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| | None of our executive officers are entitled to any tax gross-up in connection with severance payments upon termination of employment.
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| | Consistent with our core values of acting with integrity, respecting everyone everywhere, providing individual opportunity and accountability, improving our customers’ lives and supporting our communities, we are committed to strong ESG principles.
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| | We have publicly reported on ESG matters for the last six years demonstrating our commitment to and leadership in corporate social responsibility. Our teams have collaborated to integrate the strategic priorities of sustainability, diversity, human rights, ethics and community support directly
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into our operations while at the same time consistently delivering strong performance across our businesses.
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| | In 2015, we announced that we met our goal to reduce carbon emissions of our operationally controlled assets by 20% by 2020, six years ahead of schedule. We have increased our target to reduce carbon emissions and water consumption by 40% by 2025. We continue to work with our businesses to reduce waste and will maintain our goal to ensure that 30% of our qualified supply chain spend is with suppliers who meet our Wyndham Green criteria by 2020. As of December 31, 2015, 27% of suppliers were considered to be in alignment with our sustainability initiatives. In addition, we have reached our goal to plant one million trees which has helped us to improve our environmental footprint.
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| | We continue to receive positive feedback from our shareholders and other stakeholders for our commitment to strong ESG principles. In addition, our ESG efforts are consistently honored and for the fourth consecutive year we were ranked by the Dow Jones Sustainability Index as the North American hospitality leader. For the last two years, the Carbon Disclosure Project has rated our climate change program and initiatives at the A level. In 2016, Ethisphere Institute named us as one of the World’s Most Ethical Companies and DiversityInc. recognized us as one of the Top 50 Companies for Diversity. In 2017, we received a perfect score on the Human Rights Campaign Corporate Equality Index.
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Compensation Actions for 2016. As discussed in more detail below, the compensation decisions and other actions applicable to our named executive officers were as follows:
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| | In February 2016, the Committee approved base salary merit increases for our named executive officers. For 2016, we paid our named executive officers the base salaries listed in the Summary Compensation Table below.
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under our long-term incentive plan are designed to align their interests with our shareholders' interests. Regular annual equity awards constitute, on average, approximately 74% of their annual target total direct compensation and vest over multi-year periods. | ·
| | In February 2016, the Committee granted stock‑settled stock appreciation rights (SSARs), time‑vested restricted stock units (RSUs) and performance‑vested restricted stock units (PVRSUs) to Mr. Holmes, our CEO, and RSUs and PVRSUs to our other named executive officers in the amounts listed in the Grants of Plan‑Based Awards Table below.
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•Our incentive compensation program includes a performance-based equity incentive award, the vesting of which is contingent upon achievement of performance goals over a three-year period, incentivizing medium-term high performance and value growth for our shareholders. | ·
| | In February 2016, the Committee approved the factors to be used to determine any potential 2016 annual incentive compensation for our named executive officers. These factors are described below under Annual Incentive Compensation.
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•Our CEO receives no tax gross-ups on perquisites. | ·
| | In February 2016, the Committee approved 2016 executive perquisites. Named executive officer compensation for 2016 attributable to perquisites is described in the All Other Compensation Table below.
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| | In May 2016, 80% of the shares voted on our Say‑on‑Pay Vote at our 2016 Annual Meeting of Shareholders affirmatively voted in support of the compensation of our named executive officers as described in our 2016 proxy statement.
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| | In February 2017, the Committee approved and we paid our named executive officers 2016 annual incentive compensation in the amounts listed in the Summary Compensation Table. Our CEO did not receive a 2016 annual incentive compensation payout for 2016 as described below under Annual Incentive Compensation.
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Changes•We have policies prohibiting our Directors and senior executives from engaging in any hedging transactions in our equity securities and from pledging, or using as collateral, our securities to secure personal loans or other obligations, including holding shares in margin accounts.
•Our named executive officers do not have the right to receive cash severance based solely upon change-in-control. Severance agreements with respect to cash severance payments are double trigger following the occurrence of a change-in-control. •None of our executive officers is entitled to any tax gross-up in connection with severance payments upon termination of employment. •We continue our shareholder outreach program to seek feedback on our governance and executive compensation practices. Total Compensation Program for 2017The Committee adopted certain changesStrategy
Our Total Compensation Strategy is designed to achieve the following objectives: •Attract, retain and motivate high-performing senior management talent. We believe that attracting and retaining high-performing senior managers is integral to our ongoing success. Our named executive officers possess extensive experience in our businesses and the hospitality industry segments in which we compete and demonstrate the exceptional leadership skills and commitment to excellence that we believe are critical to our Company. Accordingly, our Total Compensation Strategy is designed in part to promote a long-term commitment from our named executive officerofficers. •Provide our executives with compensation program effectivethat is consistent and competitive with compensation provided by comparable hospitality, service and leisure companies. As described below, the Committee reviews benchmark data from our peer group as well as general industry compensation reference information. The Committee does not view this benchmark as a rigid standard. We also provide our named executive officers with welfare and retirement benefits which are reviewed on a Company-wide basis. •Support a high-performance environment by linking compensation with performance. We focus on deploying capital for 2017.
the highest appropriate returns. Ultimately, our business objective is to grow our business while optimizing cash
In August 2016, the Committee adopted changes to the peer groupflow and adjusted EBITDA. Consistent with these goals, we use forbelieve a significant portion of our executive compensation benchmarking purposes, as described below under Compensation Reviewshould be contingent on actual results. Accordingly, compensation levels are strongly influenced by corporate, business unit and Benchmarking.
In February 2017, to better align us with our peers, external market trends and our shareholders’ interests,
the Committee approvedindividual performance.
•Support a new compensation structurelong-term focus for our CEO which increases the portion of his total target compensation, consisting of base salary, target annual cashexecutives that aligns with shareholder interests. Long-term incentive award and target long-term incentive awards, that is performance-based and at-risk. Under this new structure, Mr. Holmes’ base salary represents 11% of his total target compensation, his target annual cash incentive award represents 23% of his total target compensation, and his target long-term equity incentive award, comprised of 67% PVRSUs and 33% RSUs, represents 66% of his total target compensation. Accordingly, for 2017, 67% of our CEO’s total target compensation is performance-based and at-risk. If we achieve performance at maximum achievement levels, Mr. Holmes’ long-term equity incentive award payout will be 80% performance-based.Named Executive Officer Matters
In February 2017,intended to align the employment agreement of Mr. Ballotti, CEO, Wyndham Hotel Group, was amended to extend the term of his employment agreement until March 2020.
In November 2016, Mr. Hanning ceased serving as CEO, Wyndham Vacation Ownership. Mr. Hanning’s severance was consistent with the terms of his employment agreement.
On or about April 28, 2017, Mr. Anderson will cease serving as our Executive Vice President and Chief Real Estate Development Officer. Mr. Anderson’s severance will be consistent with the terms of his employment agreement.
The terms of the employment agreementsinterests of our named executive officers with those of our shareholders as amended are described below under Agreements with Named Executive Officers.
Total Compensation Strategy
We employ a Total Compensation Strategy designed to achieve the following objectives:
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| | Attract and retain superior senior management talent. We believe that attracting and retaining superior senior managers are integral to our ongoing success. Our named executive officers possess extensive experience in our businesses and the hospitality industry segments in which we compete and demonstrate the exceptional leadership skills and commitment to excellence that we believe are critical to our company. Accordingly, our Total Compensation Strategy is designed in part to promote a long‑term commitment from our named executive officers.
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well as support our goal of retaining key leaders. | ·
| | Provide our executives with compensation that is consistent and competitive with compensation provided by comparable hospitality, service, franchise and brand portfolio companies. We broadly target total compensation, consisting of base salary, cash‑based target annual incentive compensation and equity‑based target long‑term incentive compensation, to be generally consistent with the market median but may approach the 75th percentile of our peer group. We also provide our named executive officers with perquisites which we believe are consistent with our peers and health, welfare and retirements benefits which are reviewed on a company‑wide basis and are deemed to be market competitive.
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| | Support a high‑performance environment by linking compensation with performance. Our key goals are to increase our earnings, cash flow and shareholder value. Consistent with these goals, we believe a significant portion of our executive compensation should be contingent on actual results. Accordingly, compensation levels are strongly influenced by corporate, business unit and individual performance.
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| | Support a long‑term focus for our executives that aligns their interests with the interests of our shareholders. Long‑term incentive compensation is intended to align the interests of our named
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executive officers with those of our shareholders as well as support our goal of retaining our key personnel.
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Compensation Committee Matters Wyndham Worldwide
Our Compensation Committee. The Committee is responsible for providing oversight on executive compensation policies and programs consistent with corporate objectives and shareholder interests. The Committee operates under a written charter adopted by the Board. The CommitteeBoard and reviews the charter on an annual basis. The Committee’s membership is determined by the Board and is composed entirely of independent Directors. The Committee Chair reports at our Board meetings on Committee actions and recommendations.
Executive Compensation Consultant. For 2016,Aon's Human Capital Solutions practice, a division of Aon Hewittplc (Aon), was retained by the Committee as a third-party advisorthird-party consultant to provide independent advice, research and evaluation related to executive compensation and was paid approximately $124,454paid $193,400 for its services during 2016.2023. In this capacity, the Committee utilizes reports and analyses prepared by Aon. Aon Hewitt. Aon Hewitt was retained to provide the Committee with competitive market pay analyses including compensation measurement services, peer group proxy data studies and market trends.Wyndham Worldwide
Travel + Leisure Co. has historically engaged affiliates of Aon Hewitt for insurance brokerage and actuarial services.services as well as compensation survey subscriptions. In this capacity, management engaged Aon, Risk Services, Inc., without Board involvement, to provide insurance brokerage and actuarial services to Wyndham Worldwideand compensation survey subscriptions for the Company during 2016.2023. We paid approximately $1,215,000$201,625 to AonAon Risk Services, Inc. for these surety services during 2016, which amount was offset2023 (offset in part by commissions paid tocollected by Aon Risk Services, Inc. byfrom insurance carriers for placing Wyndham Worldwide policies.Travel + Leisure Co. policies) and approximately $23,000 to Aon HewittHuman Capital Solutions for compensation survey subscriptions.
Aon has in place policies and procedures in place designed to prevent conflicts of interest and safeguard the independence of its executive compensation consulting advice. These policies and procedures include segregation of executive compensation services in a separate business unit with performance results of that unit measured solely based on the executive compensation services, clearly defined engagements with compensation committees separate from any other services provided, management of multiservicemulti-service client relationships by separate account executives, no incentives provided for cross-selling of services and no more favorable terms offered to companies due to the retention of Aon Risk Services, Inc. for additional services. TheOn an annual basis, the Committee reviewedreviews the independence of Aon Hewitt in accordance with New York Stock ExchangeNYSE requirements and considered this relationship.relationship as part of its review. Based on its review, the Committee concluded that no conflict of interest was raised by the services provided by Aon Risk Services, Inc. and determined that the executive compensation advice received from Aon Hewitt is objective and independent.
Management’s Role. Our management plays a significant role in our executive compensation process including evaluating executive performance and recommending base salary merit increases, performance factors for annual incentive compensation and long-term incentive compensation for the named executive officers other than our CEO. Our CEO worksand other members of management work with the Committee to establish the agenda for Committee meetings and management prepares and distributes meeting information to Committee members. Our CEO also participates in Committee meetings at the Committee’s request to provide background information regarding our strategic objectives, his evaluation of the performance of the senior executives and compensation recommendations for senior executives other than himself. Our CEO is not involved in setting his own compensation, which is the exclusive responsibility of the Committee.Compensation Committee Discretion. For 2016, while
While the Committee reviewedreviews management’s recommendations, the Committee retainedretains discretion over all elements and levels of the named executive officers’ compensation. For 2016, theThe Committee generally basedbases its decisions on a combination of management’s recommendations with respect to executive compensation, other than for our CEO, the Committee's evaluation of named executive officer, including CEO, performance and the external market data provided by our management and independent compensation consultant. Named executive officers, however, do not provide recommendations to the Committee as to their own compensation.
Committee Consideration of Say‑on‑PaySay-on-Pay Vote. We currently hold an advisory vote on the compensation of our named executive officers (Say-on-Pay Vote) on an annual basis in accordance with the preference expressed by our shareholders at our 20112023 annual meeting regarding the frequency of the Say-on-Pay Vote. At this year’s annual meeting, we are again asking our shareholders to cast their advisory vote regarding the frequency
We maintain a shareholder outreach program to seek shareholder feedback on our governance and executive compensation practices. At our 2016 Annual Meeting, 80%2023 annual meeting, 91% of the shares voted on our Say-on-Pay Vote affirmatively votedwere in support of the compensation of our named executive officers as described in the 20162023 proxy statement. The Committee reviewed the outcome of the 2016 advisory voteSee "Shareholder Outreach" below in this Compensation Discussion and believes that the level of support affirmsAnalysis for additional information regarding our current executive compensation structure and program. The Committee believed, however, based in part on feedback from shareholders and the major proxy advisory services, it was appropriate to implement the changes to our program described above under Changes in our Compensation Program for 2017. In the future the Committee will continue to review our executive compensation program taking into consideration the outcome of our Say-on-Pay Votes, shareholder and proxy advisory service feedback and other relevant factors in making compensation decisions for our named executive officers.outreach efforts.
Annual Evaluation and Compensation Risk Assessment. An important aspect of the Committee’sCommittee's work relates to the annual determination of compensation for our named executive officers. The Committee meets each year to review the performance of the named executive officers and review, consider and approve any potential increases inthe level and mix of base salaries, annual incentive compensation, grants of long‑termlong-term incentive compensation and perquisites.
As part of its annual total compensation program review, the Committee reviewsconsiders the potential for any material risks arising from or relating to our compensation programs. Based on this review, theThe Committee believes that our compensation programs do not encourage excessive risk‑takingrisk-taking by our executives or employees and are not reasonably likely to have a material adverse effect on Wyndham Worldwide. In reaching its conclusion, the Committee considered theTravel + Leisure Co. The following aspects of our compensation programs believed to encourage the management of our business in a prudent manner: | ·
| | The Committee reviews and compares executive compensation against our peer group to confirm that compensation is within an acceptable range relative to the external market.
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| | Our performance‑based compensation is in large part keyed to our earnings, aligning interests of shareholders and management, and designed to improve our core operating results as opposed to using leverage or other high risk strategies.
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•The Committee reviews and compares executive compensation against our peer group to confirm that compensation is within an acceptable range relative to the external market. | ·
| | Our annual incentive compensation opportunities and PVRSUs are capped at a specified maximum as a countermeasure to excessive risk‑taking.
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•Our performance-based compensation is in large part keyed to our earnings and other key financial metrics, aligning interests of shareholders and management, and designed to improve our core operating results as opposed to high risk strategies. | ·
| | Our commission‑based•Our annual incentive compensation opportunities and PSUs are capped at a specified maximum as a countermeasure to excessive risk-taking.
•Our commission-based sales programs are monitored by management for compliance with law and internal policies. |
Employment Agreements
We have employment agreements with each of our named executive officers the terms of which form the basis of our named executive officers’ compensation elements and levels. The compensation elements provided under the agreements are reviewed annually by management our compensation consultantfor compliance with law and the Committee against the peer group described below under internal policies.
Compensation Review and Benchmarking. No employment agreements were amended in 2016. In February 2017, the employment agreement of Mr. Ballotti, CEO of Wyndham Hotel Group, was amended to extend the term of his employment agreement. The terms of the employment agreements with our named executive officers, including this amendment, are described below under Agreements with Named Executive Officers.Competitive AnalysisCompensation Review and Benchmarking
Management and the Committee believe that information regarding compensation practices at other companies is useful in evaluating the compensation of our named executive officers. Management and the Committee recognize that our compensation practices must be competitive in the market to attract and retain superiorhigh-performing senior managers. In addition, this market information is a factor that managementThe Committee uses competitive compensation data from the annual total compensation study of peer companies to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, the Committee consider in assessinguses multiple reference points when establishing targeted compensation levels. The Committee does not benchmark specific compensation elements or total compensation to any specific percentile relative to the reasonableness ofpeer companies or the compensation of our executives. 2016 and 2017 Peer Group Composition. For 2016,broader U.S. market. Instead, the Committee utilizedapplies 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.
Annually, the Compensation Committee reviews total compensation market data provided by Aon. The Committee reviews and approves the peer group used for comparisons prior to commencement of the pay study. The following peer group development criteria were used to develop competitive market values to assist with fiscal year 2023 pay decisions:
• Industry: Similar to Travel + Leisure Co. (e.g., vacation ownership, time share, hospitality services, resort operations); • Company size: Approximately 0.33x to 3x Travel & Leisure's annual revenues, with a secondary focus on market capitalization; • Peers: Companies using Travel + Leisure Co. in their compensation peer group; • Peers of peers: Companies used in the peer groups of potential peer companies; and • Competitors: Companies that compete with Travel + Leisure Co. for business and management talent.
Peer Group Composition for 2023. The following peer companies listed below, as previously recommended by our compensation consultant and approvedcomprised the peer group used by the Compensation Committee based on one or more of the following criteria: companies or divisions within companies in generally the same industry or business as Wyndham Worldwide; companies that were similar in size to Wyndham Worldwide in terms of revenues and market value; companies used by analysts to compare Wyndham Worldwide’s financial performance; organizations with a global presence; organizations with which we compete for our named executive talent; and organizations in similar markets or with a similar business model such as non‑hospitality companies that have franchise and brand portfolio operations.Our peer group for 2016 executiveofficer compensation benchmarking consisted of the following companies:
determinations.
| | | | | | | | | | Alaska Air Group, Inc. | | Las Vegas Sands Corp | American Express Company
Bloomin' Brands, Inc. | | Intercontinental Hotels
Live Nation Entertainment, Inc. | CarnivalBoyd Gaming Corporation & Plc
| | Marriott International, Inc. | Choice Hotels International, Inc.
Caesars Entertainment Corporation | | MGM Mirage
Marriott Vacations Worldwide Corporation | Colgate Palmolive Company
Chipotle Mexican Grill | | MGM Resorts International | | Darden Restaurants, Inc. | | Penn National Gaming, Inc. | | Hilton Grand Vacations, Inc. | | Royal Caribbean Cruises Ltd. | Darden Restaurants,Hilton Worldwide Holdings, Inc.
| | Starbucks
Six Flags Entertainment Corporation | Expedia Inc.
| Starwood Hotels & Resorts Worldwide, Inc.
| Ryman Hospitality Properties Inc.
| The Walt Disney Company
| Host Hotels & Resorts, Inc. | | Wynn
Vail Resorts, LimitedInc. | Hyatt Hotels Corp. | | Yum Brands,
Wyndham Hotels & Resorts, Inc. | | JetBlue Airways Corporation | | |
Peer Group Composition for 2024. In August 2016,2023, the Committee reviewed our peer group composition used for executive compensation benchmarking purposes.composition. As a result of this review and the recommendation of our compensation consultant, the Committee determined to make changesthe following change to our peer group effective for 2017, based upon the review and recommendation of Aon Hewitt. The following companies were added to the peer group: Hilton Worldwide Holdings Inc., a direct competitor and similar in size to the company; Las Vegas Sands Corp., a global business in a related industry; and Priceline, a competitor in e-commerce. Additionally, the following companies were2024: Live Nation Entertainment was removed from the peer group for reasons related to size, change in structure, acquisition of the company or limited availability of data: American Express Company, The Walt Disney Company, Ryman Hospitality Properties Inc., InterContinental Hotels and Starwood Hotels & Resorts Worldwide, Inc. Our peer group for 2017 executive compensation benchmarking consists of the following companies.size. | | Carnival Corporation & Plc
| Las Vegas Sands Corp.
| Choice Hotels International, Inc.
| Marriott International, Inc.
| Colgate Palmolive Company
| MGM Mirage
| Darden Restaurants, Inc.
| Priceline
| Expedia Inc.
| Royal Caribbean Cruises Ltd.
| Hilton Worldwide Holdings Inc.
| Starbucks Corporation
| Host Hotels & Resorts, Inc.
| Wynn Resorts, Limited
| Hyatt Hotels Corp.
| Yum Brands, Inc.
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2016 Peer Review. In February 2016, our compensation consultant conducted a competitive review of the compensation elements and levels of our named executive officers using the 2016 peer group. As part of this review, our compensation consultant prepared and management provided the Committee with total compensation summaries and tally sheets for the named executive officers together with related peer group data. The objectives of the compensation review were to compare for consistency the compensation of our executives to that of similarly‑situated executives and ensure that our compensation practices and elements are consistent with our Total Compensation Strategy. Our compensation consultant’s review of the 2023 peer group compensation included the following compensation elements using the most recently filed proxy statements for each peer company: base salary, annual incentive compensation, time‑based long‑termlong-term incentive compensation, total cash compensation and total compensation. Compensation levels were obtained for the peer group median, average, 25th and 75th percentiles for each compensation element at target level performance (excluding for this purpose premium levels of performance under our annual and long‑term incentive compensation programs) to provide an understanding of our compensation practices against competitive pay practices. For certain executives, such as our Chief Real Estate Development Officer, due to limited comparability of peer groupPeer data this data, alongwas supplemented with supplemental general industry survey data also provided by our compensation consultant, is used only as a broad competitive reference point. Using this competitive review and consistentconsultant.
Consistent with our Total Compensation Strategy, we broadly target total compensation (consistingat competitive levels versus the peer group. Our compensation consultant advised management and the Committee that our named executive officer compensation packages are competitive with our peer group and the elements of base salary, target annual incentive compensation and target long‑term incentive compensation) to be generallywe provide our named executive officers are consistent with the market median but may approach the 75th percentile of thecompensation elements provided by our peer group. However, thegroup companies.
This comparative review is used only as a broad competitive reference point. The Committee does not view this benchmark asemploy a rigid benchmarking standard because the Committee does not believe that categorical guidelines or formulae are appropriate for determining the mix or levels of compensation for our named executive officers. The Committee views benchmarking simplythis comparative review as one factor in making compensation decisions for our named executive officers as it does not account for subjectiveother factors such as challenges we face as a company, individual past and expected future performance, leadership ability, recruiting and retention needs, succession planning, experience or scope of responsibility. As a result, our named executive officers’ target compensation opportunities as well as actual total compensation may be above or below targeted levels based on these factors. The Committee’s review of peer group data in 2016 confirmed that actual total compensation paid to our named executive officers was generally consistent with or below the 75th percentile. In one instance, where our NEO’s actual total compensation fell below our intended benchmark, the Committee approved a market adjustment to base salary as discussed below.On an annual basis our compensation consultant also reviews the general framework and elements of our executive compensation program. Based on this review, our compensation consultant advised management and the Committee that the elements of compensation that we provide our named executive officers are consistent with the compensation elements provided by our peer group companies. As part of this review, our compensation consultant prepared tally sheets for each named executive officer. In addition to reviewing market data, the Committee reviews these tally sheets which identify the value of each compensation element, including base salary, annual incentive compensation, long‑term incentive compensation, perquisites and the value of severance and change‑in‑control payments under various termination and change‑in‑control scenarios against internal targets as well as performance of competitors, recruiting and retention pressures, internal pay equity and succession and development planning.
Reviewing the tally sheets helps the Committee to balance the various compensation elements so that no single element is too heavily weighted and there is an appropriate mix between fixed and variable compensation and short‑term and long‑term compensation to ensure alignment with our Total Compensation Strategy. As each compensation element has different objectives as discussed below, Committee review and determinations with respect to one element generally do not influence decisions regarding the other elements to the extent total compensation is consistent with our Total Compensation Strategy. Given the significant scope and responsibilities of our CEO, which are greater than those of our other named executive officers, the Committee believes any differences between the individual compensation elements and the total compensation of our CEO and the other named executive officers are appropriate.
Consistent with our Total Compensation Strategy, we provide base salaries designed to attract and retain our named executive officers and provide them with a base level of income. For 2016The Committee approved the following base salary merit increases, management provided the Committee withsalaries for 2023 based on a market assessmentreview of annual salary increases utilizing externalcompetitive market data from World at Work, Aon Hewitt, Towers Watson and Mercer annualAon's 2022 executive compensation study. Base salary increase surveys. We basedincreases were consistent with the 2016 merit increases on this market analysis and a review of the 2015 broader employee population. | | | | | | | | | | | | | Executive | Base Salary effective February 26, 2022 | Base Salary effective February 25, 2023 | Percent of Base Salary Increase | | Michael D. Brown | $1,260,000 | $1,310,500 | 4.0% | | Michael A. Hug | $624,566 | $649,549 | 4.0% | | Geoff Richards | $586,950 | $610,428 | 4.0% | | Jeffrey Myers | $551,668 | $573,735 | 4.0% | | Olivier Chavy | $624,566 | $649,549 | 4.0% | | | | |
individual performance of the named executive officers. To review the individual performance of our named executive officers, senior management (or in the case of our CEO, the Committee) reviews the executives’ individual contributions and personal leadership together with their performance on corporate or business unit strategic objectives including business development, business drivers and cost reduction initiatives.
In February 2016, the Committee approved 2016 base salary merit increases for each of our named executive officers that were effective February 20, 2016 based on their performance evaluations and maintaining market competitiveness. For 2016, we paid our named executive officers the base salaries listed in the Summary Compensation Table below.
In February 2017, although the company had solid financial results in 2016, the Committee, upon review of our named executive officers against their peers, determined not to provide merit increases to their 2017 base salaries with the exception of Ms. Mandel who received a 10% market adjustment.
Annual Incentive Compensation Consistent with our Total Compensation Strategy, we provide cash‑basedcash-based annual incentive compensation designed to create incentives for the named executive officers to drive our short‑termshort-term financial and operating performance and thus create value for our shareholders. In February 2016,
On an annual basis, in the first quarter, management has typically recommended and the Committee has approved a target award, generally expressed as a percentage of each executive’s base salary, that includes a combination of factors to determine potential 2016 annual incentive compensation for our named executive officers, including actual total companyCompany (corporate) and/or business unit Earnings Before Interest Taxes Depreciation and Taxes (EBIT)Amortization (EBITDA), as adjusted, a standard measure of our profitability, as measured against target EBIT established at the beginning of the plan year, and a target award opportunity generally expressed as a percentage of each executive’s base salary.profitability. An executive’s annual incentive compensation varies and may be higher or lower than target annual incentive compensation depending on corporate and/or business unit performance.performance and achievement against additional factors. The minimum payout opportunity for performance at threshold is 25% of the target award. For 2023, the maximum annual incentive awardpayout opportunity for our named executive officers under the annual incentive compensation program is 150%200% of the target award opportunity.award. There is no payout for performance below threshold.
The EBITadjusted EBITDA targets set for the corporationCompany and its business units are recommended by management subject to approval by the Committee and are based onconsidering operating budgets that reflect our strategic plan. EBITAdjusted EBITDA may be adjusted to reflect certain items which may be recurring or non-recurring and which in our view do not necessarily reflect ongoing performance such as restructuring costs and impairments, the categories of which are specified at the outset of the performance period. Consistent with our Total Compensation Strategy, we believe that the EBIT targets set appropriate goals for our executives to achieve short-term earnings growth and create shareholder value. We further believe that using our annual incentive compensation program to provide incentives to our named executive officers to exceed the EBIT targets and accomplish our strategic objectives is an important tool to implement our Total Compensation Strategy.
Following the completion of each year, the Committee reviews the corporate and business unit operating results achieved against the pre‑established EBITpre-established performance targets approved by the Committee. In addition, as a threshold matter, to ensure that the performance of the individual executives is at the high level expected, senior management reviews with the Committee (or in the case of our CEO, the Committee itself reviews) each executive’s individual contributions and personal leadership together with their performance on corporate or business unit strategic objectives, business drivers, business development and other initiatives as applicable. If based on this review, performance at the corporate, business unit or individual level did not meet expectations, the Committee may use its discretion to adjust downward all or not providea portion of the executive’s annual incentive compensation award. Under In exceptional circumstances, the Committee may use its discretion to increase an executive’s annual incentive compensation based on individual performance up to the maximum 200% of target award opportunity.
2023 Annual Incentive Program. In March 2023, the Committee approved our 2016annual cash incentive program design based 90% on Adjusted EBITDA and 10% on individual strategic goals for the CEO and his direct reports. Adjusted EBITDA is measured on consolidated business (corporate) and business unit adjusted EBITDA targets for our 2023 annual incentive program with the pre‑establishedpre-established performance tiers ranged from 97%90% up to 105.6%106.5% of the EBITAdjusted EBITDA target for the corporationconsolidated business and each business unit, with correspondingunit. Corresponding payout opportunity levels ranging,range, respectively, from 25% of the target award opportunity up to a maximum of 150%200% of the target award opportunity.award. Payout level is interpolated where performance is achieved between the specified performance tiers subject to the 150% maximum payout. Performance achievement below 97%90% of the EBITadjusted EBITDA target for the corporation or a business unit results in no payout with respect to any portion of the award based on such corporate or specific business unit’s performance. Strategic goals are set on measurable performance metrics specific to each individual NEO's area of responsibility. The annual cash target incentive opportunities as a percentage of base salary for our NEOs remained the same from 2022 to 2023. Threshold, target and maximum payout levels for our NEOs as a percentage of salary, as approved by the Compensation Committee, are set forth in the table below.
| | | | | | | | | | | | | Executive | Threshold (25% of Target) | Target | Maximum (200% of Target) | | Michael D. Brown | 43.75% | 175% | 350% | | Michael A. Hug | 21.25% | 85% | 170% | | Geoff Richards | 21.25% | 85% | 170% | | Jeffrey Myers | 12.50% | 50% | 100% | | Olivier Chavy* | 21.25% | 85% | 170% |
*Mr. Chavy terminated prior to plan payout and thus received no payment under the plan.
Each NEO's annual cash incentive components, weightings and strategic goals for the 2023 fiscal year are set forth below. | | | | | | | | | | | | | | | | Executive | Travel + Leisure Co Adjusted EBITDA Weighting | Business Unit Adjusted EBITDA Weighting | Strategic Goal Weighting | Strategic Goal Measure | | Michael D. Brown | 90% | | 10% | Complete M&A/Brand Partnership Deals | | Michael A. Hug | 90% | | 10% | Reduction of G&A expense | | Geoff Richards | 60% | 30% | 10% | Inventory on balance sheet as of 12/31/2023 | | Jeffrey Myers | 60% | 30% | 10% | Growth of Virtual Sales | | Olivier Chavy* | 60% | 30% | 10% | Growth of RCI Members |
*Mr. Chavy terminated prior to plan payout and thus received no payment under the plan.
2023 Financial Performance Targets and Results (weighted 90%) For 2016, EBIT2023, adjusted EBITDA targets and resultsachievement were as follows:follows.
| | | | | | | | | | | | | | | | Business Unit | Target Adjusted EBITDA (millions) | Actual Adjusted EBITDA (millions) | Performance | Payout Ratio | | Travel + Leisure Co. | $962.0 | $907.7 | 94.4% | 43.1% | | Wyndham Destinations North America | $695.5 | $677.9 | 97.5% | 68.3% | | Travel and Membership | $285.0 | $247.4 | 86.8% | —% |
2023 Strategic Goals and Results (weighted 10%) In addition to our financial performance targets, our CEO and his leadership team are measured on a strategic goal component weighted 10% of their annual incentive target. Strategic goals approved by the corporate EBIT target was $1.13 billionCommittee for each of the named executive officers and achievement levels are as follows: | | | | | | | | | | | | | Executive | Strategic Goal Measure | Payout Level | Payout Ratio | | Michael D. Brown | Complete M&A/Brand Partnership Deals | Target | 100% | | Michael A. Hug | Reduction of G&A expense | Maximum | 200% | | Geoff Richards | Inventory on balance sheet as of 12/31/2023 | Threshold | 25% | | Jeffrey Myers | Growth of Virtual Sales | Below Threshold | —% | | Olivier Chavy* | Growth of RCI Members | Below Threshold | —% |
*Mr. Chavy terminated prior to plan payout and thus received no payment under the plan.
Overall Payout Results for 2023 The Corporate Business Unit and specific strategic goals and actual adjusted corporate EBITperformance results under the annual cash incentive program for the fiscal year ended December 31, 2023 are outlined in the table below.
In 2023, the Company was $1.12 billion or 99.5%challenged by headwinds in the Travel and Membership segment. This segment continued to lag expectations due to lower exchange propensity and slower than anticipated ramp up of travel clubs. In order to offset these challenges, in the fourth quarter of 2023 management made structural and operational changes to reduce Travel and Membership cost structure, while maintaining focus on driving transactions in both exchange and travel clubs. These changes occurred by the end of 2023 allowing us to enter 2024 more streamlined. Given the high impact from these exceptional actions taken, the Committee approved modest positive discretion to annual incentive payments for members of the target;Executive Committee other than the Wyndham Hotel Group EBITCEO equal to 9.4% of annual AIP target was $329.4 millionunder the Annual Incentive Plan. Annual incentive plan payments, inclusive of positive discretion, were below target.
Total Payout | | | | | | | | | | | | | Executive | Payout % | Total Target | Total Payout | | Michael D. Brown | 48.8 | % | $ | 2,280,058 | | $ | 1,112,668 | | | Michael A. Hug | 68.2 | % | $ | 548,917 | | $ | 374,581 | | | Geoff Richards | 58.3 | % | $ | 515,857 | | $ | 300,951 | | | Jeffrey Myers | 55.8 | % | $ | 285,205 | | $ | 159,258 | |
Based on his role as Chief Sales and actual Wyndham Hotel Group adjusted EBIT was $328.3 million or 99.7%Marketing Officer, Mr. Myers continues to participate in a sales incentive plan. His annual incentive award under our annual compensation program accounts for 50% of his annual cash bonus opportunity while his sales incentive cash bonus accounts for the target; the Wyndham Destination Network EBITremaining 50% of his cash bonus opportunity. This 2023 sales incentive plan paid out at 88.3% of target was $290.9 millionlevel measured against targets for Net Operating Income, New Owner Revenue and actual Wyndham Destination Network adjusted EBIT was $300.5 million or 103.3% of target; and theCost Management for Wyndham Vacation Ownership EBIT target was $677.1 million and actual Wyndham Vacation Ownership adjusted EBIT was $633.9 million or 93.6%Clubs North America. These targets, established in the first quarter of the target.Annual2023, were deemed to be challenging but achievable. Under this incentive compensation paid toplan, Mr. Holmes was weighted 100% on the corporate results. The Committee reviewed the corporate results together with Mr. Holmes’ individual performance and determined that he would have beenMyers is eligible to receive a 2016 annual incentive compensation award at 65% of target. However, notwithstanding the company’s solid 2016 operatingbe paid up to 200% on each metric based on plan performance in a continuing challenging industry environment, because our largest business unit, Wyndham Vacation Ownership, did not meet its minimum EBIT target required for payout, Mr. Holmes suggestedthe given year with any amount greater than 200% on each metric to be paid equally over the Committee and the Committee independently determined for 2016 that Mr. Holmes’ annual incentive compensation award would be zero. following 2 years if continued service requirements are met.
The Committee’s decision not to award the CEO an annual incentive compensation award for 2016 was intended to emphasize to all stakeholders our commitment to accountability and aligning company interests with the interests of our shareholders. Performance at the Wyndham Vacation Ownership business unit and its impact on overall corporate results was also taken into account in management’s recommendations and the Committee’s determinations with respect to the annual incentive payouts for our other named executive officers. Annual incentive compensation paid to Mr. Conforti and Mr. Anderson was weighted 100% on the corporate results. Management reviewed the corporate results together with Mr. Conforti’s and Mr. Anderson’s individual performance and recommended to the Committee that each receive 2016 annual incentive compensation at 65% of target.
Annual incentive compensation paid to Mr. Ballotti was weighted 25% on the corporate results and 75% on Wyndham Hotel Group results. Management reviewed the Wyndham Hotel Group and corporate results together with Mr. Ballotti’s individual performance and recommended to the Committee that he receive 2016 annual incentive compensation at 85.3% of target.
Annual incentive compensation paid to Ms. Mandel was weighted 25% on the corporate results and 75% on Wyndham Destination Network results. Management reviewed the Wyndham Destination Network and corporate results together with Ms. Mandel’s individual performance and recommended to the Committee that she receive 2016 annual incentive compensation at 109.8% of target.
The Non‑EquityNon-Equity Incentive Plan columnand Bonus columns of the Summary Compensation Table below listslist the annual incentive compensation we paid our named executive officers for 2016.
Long‑Term2023.
Long-Term Incentive Compensation Consistent with our Total Compensation Strategy, we provide our named executive officers with long‑termlong-term incentive compensation designed to create incentives to achieve sharedrive stock price appreciation, for the benefit of shareholdersto reward long-term business plan delivery aligned with shareholder interests and encourageto promote executive retention. Accordingly, 2016 long‑termour long-term incentive compensation for our named executive officers focusedgenerally focuses on aligning their interests with those of shareholders, achieving competitiveness with the external market, rewarding key talent contributions and retention. Long‑termLong-term incentive compensation isawards are granted under our 2006 Equity and Incentive Plan.Plan, as amended and restated. Our compensation consultant and the Committee periodically review our plan design to confirm its consistency with our peers with respect to items such as long‑termlong-term incentive mix prevalence and vesting provisions. Additionally, due to the large portion of our named executive officers’ total target compensation that is attributable to long‑term incentive compensation, our compensation consultant and the Committee reviewed long‑term incentive amounts exclusive of our long‑term incentive plan (LTIP) modifier awards against peer data and confirmed
As a general consistency with our Total Compensation Strategy.Managementmatter, management annually recommends to the Committee an aggregate budget available for long‑termlong-term incentive compensation. For 2016, the aggregate budget was allocated based on the relative number of
eligible executives in corporate services and the business units. Long‑termLong-term incentive compensation is then recommended by management (other than for our CEO, which is determined by the Committee)CEO) and reviewed and granted by the Committee to the named executive officers based on individual performance review, tenure, scope of responsibility and future potential. Elements of individual performance considered by the Committee in such review include corporateconsolidated or business unit results of operations, achievement of strategic objectives and leadership characteristics.
Based on these factors,demonstrated leadership.
2023 Long-Term Incentive Plan Awards: On March 7, 2023, the Committee determinedapproved increased LTIP awards more heavily weighted toward performance for our CEO’s 2016 annual long‑term incentive award to beCEO and his leadership team. The 2023 target LTIP Award for our CEO is in the form of 25% SSARs55% PSUs and 75% RSUs plus an LTIP modifier45% time-vesting RSUs. The other named executive officer awards are in the form of PVRSUs. Forapproximately 55% time-vesting RSUs and 45% PSUs on average. PSUs are to be earned based on achievement level of a three-year cumulative adjusted EPS financial metric for the performance period 2023 to 2025. RSUs vest ratably over four years, subject to continued employment. Management and the Committee believe that cumulative adjusted EPS is an appropriate multi-year profitability measure that is complementary to our other named executive officers, annual long‑short term incentive awards were grantedbonus performance metric, adjusted EBITDA, and a strong indicator of the value we return to our shareholders. The three-year targets for cumulative adjusted EPS are set to generally align with our strategic growth plan.
We generally do not disclose forward-looking goals before the close of the performance period as it is competitively sensitive information. We intend to disclose these 2023 PSU goals following the end of the performance period, at which time achievement against performance goals will be determined.
LTIP Performance Stock Units Awarded in 2021 To motivate our executives to accelerate growth during the post-COVID-19 ramp up, the Committee awarded 2021 PSUs in the form of RSUs plus an LTIP modifierModifier. Our CEO was granted an award in the form of PVRSUs. As discussed below, PVRSUsadditional LTIP Modifier PSUs (Modifier PSUs) that provide the opportunity to earn up to an additional 50% of his target LTIP award. Our other named executive offers were awarded Modifier PSUs that provide the opportunity to earn up to an additional 25% of their respective target LTIP awards. These are viewedmaximum award levels and as such, the vesting of these PSUs was contingent on achieving a modifier of the annual long‑term incentive awards becausestretch goal that requires premium performance in excess of target mustbased on adjusted EPS achieved in the third year of a three-year performance period. No portion of these Modifier PSUs would vest for performance achievement at or below the adjusted EPS target. Maximum achievement was established at 110% of target.
In March 2021, the Committee took into consideration the continuing uncertainty related to the global pandemic and the challenge of setting targets in the near term. In response, the Committee set an adjusted EPS target measured only for the third year of the three-year performance period to motivate accelerated growth levels and incentivize long-term performance.
Financial Targets for 2021 PSU Awards covering the 2023 performance period | | | | | | | | | | | | | | | | | | | | | | | Premium Performance Scale | | Performance | (Threshold) 100% of 2023 Target | 102.5% of Target | | 105.0% of Target | 107.5% of Target | (Maximum) 110% of Target | Actual Performance | | Adjusted EPS | $5.05 | $5.18 | | $5.30 | $5.43 | $5.56 | $5.70 | | Achievement | —% | 25% | | 50% | 75% | 100% | 100% |
Shareholder Outreach We have continued our shareholder outreach program to seek feedback on our governance and executive compensation practices. In 2023, for our 2024 executive compensation program, members of management reached out to our 16 largest shareholders representing 59% of our total outstanding shares. Of these shareholders, three accepted our invitation for a meeting. During these meetings we highlighted key elements of our executive compensation program and ESG initiatives. Based on the support we received from shareholders in the 2023 advisory vote on executive compensation and our shareholder outreach efforts, we believe there was general support for our executive compensation program.
Compensation Actions for 2024 Early in March 2024, the Committee took several actions with respect to our executive compensation program, to support a high performance environment. •2024 Annual Incentive Plan: The 2024 Annual Incentive Plan design is consistent with the 2023 design in that we will continue with performance goals measured against corporate and business unit adjusted EBITDA targets for the CEO and senior leadership team reporting directly to the CEO. For 2024, management recommended and the Committee approved adjusted EBITDA weighting increasing from 90% to 100% to further align the named executive officers with shareholders in continuing to emphasize adjusted EBITDA delivery through execution of our annual plan.
•2024 Long-Term Incentive Plan Awards: For 2024, the Committee approved LTIP awards for the CEO and named executive officers aligned with the award mix set in 2022. The 2024 target LTIP Award for our CEO consists of 50% PSUs and 50% time-vesting RSUs. The other named executive officer awards consist of 25% PSUs and 75% time-vesting RSUs. PSUs will be measured on an adjusted EPS financial metric for the performance period 2024 to 2026. For each calendar year ending December 31, 2024, 2025 and 2026, the Compensation Committee will establish a “target” level of adjusted EPS to be achieved for such year with targets set in the first quarter of each year. The percentage at which each year's target has been achieved will be averaged following the end of the full three-year performance period in order for any portionto calculate the cumulative percentage of achievement of the PVRSUs to be earned.A SSAR represents the right to receive aoverall adjusted EPS goal. The number of sharesPSUs earned will be calculated as the target number of common stock equal in value toPSUs multiplied by the excessthree-year average performance achievement as a percentage of the fair market value of a share of our common stock on the date of exercise over the exercise price of the SSAR and provides the executive incentive to drive long‑term share price appreciation.
A RSU represents the right to receive a share of our common stock on a set vesting datetarget subject to continued employment and providesthrough the executive incentive to drive share price appreciation while encouraging retention.
A PVRSU represents the right to receive a share of our common stock on a set vesting date subject to achievement of pre‑established earnings per share performance goals and continued employment and provides the executive incentive to drive earnings growth and share price appreciation while encouraging retention.
The performance goals for our PVRSU awards are set by the Committee at levels that exceed our three‑year projected target earnings per share established at the time of grantlast day of the PVRSU award. Target earnings per share represents a level of earnings per share consistent with our projected operating budget. Because PVRSU awards vest only if actual earnings per share, as adjusted, exceed target earnings per share, the probable outcome with respect to these awards at the time of grant is that earnings per share in excess of target earnings per share will not be achieved and no PVRSUs will be earned. three-year performance period
. The Committee believes that the PVRSU performance goals are consistent with the Committee’s intentionalso approved implementation of making the vesting of these awards contingent upon achieving exceptional growtha retirement provision in earnings per share that strongly benefits shareholders.Vesting of PVRSUs is contingent upon achievement of the levels of performance specified below and where performance is achieved between these specified performance tiers the number of vested PVRSUs is interpolated.
The levels of performance set forth below were used to set PVRSU awards for 2016. No shares vest under the terms of these awards unless our cumulative earnings per share performance exceeds 102%long-term incentive equity plan to incentivize our senior leaders to plan for succession in the case of target earnings per share at the end of the three‑year performance period.
| | Performance Achievement
as % of Cumulative EPS Target
| Level of Vesting
as % of Total PVRSUs
| 100%
| 0% of PVRSUs
| 102%
| 0% of PVRSUs
| 104%
| 33% of PVRSUs
| 106%
| 67% of PVRSUs
| 108%
| 100% of PVRSUs (maximum)
|
The total cost of PVRSUs is fully funded by achievement of the earnings per share performance goals, which represent premium levels of earnings growth. The earnings per share results may be adjusted to reflect certain items which may be recurring or non-recurring and which in our view do not necessarily reflect ongoing performance, such as restructuring costs and impairments, the categories for which are
specified at the outset of the performance period. SubjectCompany. The provision applies to achievement of performance tiers, vesting occurs on the third anniversary of the grant date or later upon certification of results by the Committee.
Consistent with the objectives described above, in February 2016, the Committee granted SSARs, RSUs and PVRSUs to Mr. Holmes and RSUs and PVRSUs to each of our other named executive officersall participants in the amounts listed in the Grantslong-term incentive equity plan who provide notice of Plan‑Based Awards Table below.
In 2014, PVRSU awards were granted to our named executive officers covering a three‑year performance period includingretirement upon meeting requirements of 62 years 2014, 2015of age and 2016. In February 2017, these PVRSU awards vested at the maximum level due to earnings per share growth that exceeded 108%10 years of the three‑year cumulative earnings per share target.
The 2016 Outstanding Equity Awards at Fiscal Year End Table provides additional information regarding the results of our 2014 PVRSU awards and performance through 2016 year end with respect to outstanding PVRSU awards granted in 2015 and 2016.
In February 2017, to better align us with our peers, external market trends and our shareholders’ interests,service.
•2024 CEO At-Risk Pay Mix: On March 12, 2024, the Committee approved a new structurean annual target total direct compensation package for our CEO’s 2017 long-term incentive awards which increasesCEO consisting of the portion that is performance-based. Approximately 67% of our CEO’s 2017following ongoing elements: base salary (10%), target long-termannual cash incentive award was granted(16%) and target LTIP award (74%). His annual target LTIP awards include a mix of 50% PSUs and 50% time-vesting RSUs. Of our CEO's target annual total direct compensation for 2024, 90% is variable and at-risk in the form of PVRSUsannual cash incentive and the remaining 33% was grantedLTIP awards and 54% is contingent upon performance metrics in the form of RSUs. As a result, for 2017, 67% of our CEO’s total target compensation is performance-basedannual cash incentive and at-risk. If we achieve premium levels of performance at maximum, Mr. Holmes’ long-term equity incentive award payout will be comprised of 20% RSUs and 80% PVRSUs. See above under Changes in our Compensation Program for 2017 for additional information.PSUs.
We provide our named executive officers with perquisites that management and the Committee believe are reasonable, competitive and consistent with our Total Compensation Strategy. Management and the Committee believe that our perquisites help us to retain highly talented managers and allow them to operate more effectively.
In February 2016, management provided the Committee with and the Committee reviewed a market assessment of competitive perquisite practices utilizing widely available market data publications from Aon Hewitt and other compensation consultants. Based on this information, the Committee found our 2016 executive perquisites to be consistent with market practices.In February 2016,2023, the Committee approved perquisites for the named executive officers including a leased automobile and financial planning services. For certain perquisites, the named executive officers other than Mr. HolmesBrown receive a tax gross‑up payment,gross-up, which means they receive additional compensation to reimburse them for the amount of taxes owed on the compensation imputed for the perquisite. In February 2015, Mr. Holmes requested that he no longerBrown does not receive any tax gross‑up paymentsgross-up on perquisites. As permitted under his employment agreement, for 2016 we provided Mr. Holmes withThe Committee approved personal use of companyCompany-provided non-commercial aircraft for which we imputed income without a tax gross‑up.Mr. Brown. The Compensation Committee believes that it is in the best interests of the Company from productivity and safety perspectives that the CEO be eligible to use Company provided non-commercial aircraft for personal use. Personal use of non-commercial aircraft is limited to 20 hours per calendar year for the CEO. Mr. Brown did not use Company provided non-commercial aircraft for personal use in 2023.
The 2023 All Other Compensation Table below lists compensation attributable to perquisites provided to the named executive officers for 2016.2023.
Deferred Compensation Plans Officer Deferred Compensation Plan. Our nonqualified officer deferred compensation plan permits named executive officers to defer base salary and annual incentive compensation. We match executive contributions to the plan up to 6% of base salary, annual cash incentive compensation and annual cash sales incentive compensation.
The executive makes an irrevocable deferral election prior to the beginning of the calendar year. The executive may elect a single lump‑sumlump-sum payment of his or her account or may elect payments in annual installments up to ten years. The participant’s entire account balance is 100% vested. The contributions to our officer deferred compensation plan applicable to our named executive officers are listed below in the Nonqualified Deferred Compensation Table. 401(k) Plan. We provide all employees, including our named executive officers, with a 401(k) plan.plan after thirty (30) days of service. Our 401(k) plan permits named executive officers to defer base salary.salary, subject to applicable Internal Revenue Code dollar limits. We provide named executive officers and other participants a companyCompany match of base salary contributed up to 6% of base salary.salary after one year of service as permitted under the plan and subject to applicable IRC dollar limits. The companyCompany match is 100% vested. Savings Restoration Plan. We make available to our named executive officers a savings restoration plan, which allows executives to defer compensation in excess of the amounts permitted by the Internal Revenue Code of 1986, as amended (Code), but there are no matching contributions for these deferrals. None of our named executive officers have a balance under our Savings Restoration Plan.
The employment agreements and employment letters of our named executive officers provide for payments as a percentage of base salary and annual incentive compensation, as well as accelerated vesting of specified long‑termlong-term equity grants, and in the case of PVRSUs,performance-based equity awards, vesting based on performance during a specified period, if the executive’s employment is terminated without cause or, if applicable, for a constructive discharge. These payments and terms are discussed more specifically below under Agreements“Agreements with Named Executive OfficersOfficers” and Potential“Potential Payments on Termination or Change‑in‑Control.Change-in-Control.”
The severance terms for the named executive officers were established in connection with their employment agreements and employment letters consistent with peer group market practices and data provided by our compensation consultant.practices. We believe these arrangements are necessary to attract and retain our executives and ensure the continuity of management. The primary focus of the severance terms is generally on the
termination of employment and thus the value of these terms arises only in the context of imminent termination. The severance terms do not enhance an executive’s current income and therefore are independent of the peer group data review. Change‑in‑Control
Change-in-Control Arrangements In the event of a change‑in‑controlchange-in-control of Wyndham Worldwide,Travel + Leisure Co., the named executive officers receive cash severance payments only if their employment is terminated without cause or, if applicable, for constructive discharge following the change‑in‑control.change-in-control. Our named executive officers are not entitled to any excise tax gross‑upgross-up in connection with their change‑in‑controlchange-in-control arrangements. Long‑termLong-term equity compensation grants made to all eligible employees, including the named executive officers, fully vest on a change‑in‑control.change-in-control. The payments and terms of our named executive officers’ change‑in‑controlchange-in-control arrangements are discussed below under Agreements“Agreements with Named Executive OfficersOfficers” and Potential“Potential Payments on Termination or Change‑in‑Control.Change-in-Control.”
The change‑in‑controlchange-in-control terms concerning cash severance pay for the named executive officers established in connection with their employment agreements are generally consistent with peer group market practices and data provided by our compensation consultant.practices. Since a potential change‑in‑controlchange-in-control transaction generally results in increased shareholder value, the Committee believes that it is important to provide incentives to motivate the named executive officers to pursue and complete a potential transaction should it arise and ensure retention. Like the severance arrangements, the value of the change‑in‑controlchange-in-control arrangements arises only in the context of an imminent change‑in‑control.change-in-control. The terms do not enhance the named executive officers’ current income and therefore are independent of the peer group data review.
Executive Officer Stock Ownership Guidelines Our Executive Officer Stock Ownership Guidelines are intended to further align further the financial interests of executive officers with the interests of shareholders. The guidelines require our named executive officers to own our common stock with a market value at least equal to the following multiples: CEO: 4 times5x base salary, Business Unit CEO and our CFO: 2 times3x base salary, and all other executive officers: 1 times2x base salary. Named executive officers have a period of five years after first becoming an executive officer subject to the guidelines to achieve compliance with this ownership requirement. Stock ownership meeting the guidelines includes common stock and RSUs but excludes PVRSUs.PSUs and stock options. As of December 31, 2016,2023, all of the named executive officers exceeded these stock ownership requirements. Policy Against Hedging and Pledging of Company Stock Our insider trading policy contains restrictions on transactions in our securities by our Directors, executive officers and other employees who have regular access to material nonpublic information in the normal course of their duties. Under this policy, these parties are prohibited from directly or indirectly purchasing financial instruments or engaging in any derivative transactions that are designed to hedge, offset or eliminate the risk of any decrease in the market value of Wyndham WorldwideTravel + Leisure Co. securities. These persons are also prohibited under this policy from pledging Wyndham WorldwideTravel + Leisure Co. securities as collateral for personal loans, including holding Wyndham WorldwideTravel + Leisure Co. securities in margin accounts.
Compensation Committee Report The Compensation Committee reviewed and discussed with management the Compensation Discussion and Analysis contained in this proxy statement. Based on this review, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement for filing with the SEC.
COMPENSATION COMMITTEE The Right Honourable Brian Mulroney
Louise F. Brady (Chair) Myra J. Biblowit
Pauline D.E. Richards
Michael H. Wargotz
2016 2023 Summary Compensation Table
The following table summarizes compensation paid to our named executive officers for 2016, 20152023, 2022, and 2014. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Non‑Equity | | | | | | | | | | | | | | Stock | | Option | | Incentive Plan | | All Other | | | | | | | | Salary | | Bonus | | Awards | | Awards | | Compensation | | Compensation | | Total | | Name & Principal Position | | Year | | ($) | | ($) | | ($)(a) | | ($)(a) | | ($)(b) | | ($)(c) | | ($) | | Stephen P. Holmes | | 2016 | | 1,571,150 | | — | | 6,000,000 | | 2,000,000 | | — | (d) | 963,898 | | 10,535,048 | | Chairman and Chief Executive Officer | | 2015 | | 1,595,784 | | — | | 5,625,000 | | 1,875,000 | | 4,787,353 | | 1,089,170 | | 14,972,307 | | | | 2014 | | 1,500,008 | | — | | 5,437,500 | | 1,812,500 | | 4,260,022 | | 1,101,861 | | 14,111,891 | | Geoffrey A. Ballotti | | 2016 | | 740,384 | | — | | 2,800,000 | | — | | 631,548 | | 412,940 | | 4,584,872 | | President and Chief Executive Officer, | | 2015 | | 737,696 | | — | | 2,700,000 | | — | | 1,106,545 | | 424,728 | | 4,968,969 | | Wyndham Hotel Group | | 2014 | | 684,230 | | — | | 2,600,000 | | — | | 956,636 | | 409,529 | | 4,650,395 | | Gail Mandel | | 2016 | | 565,391 | | — | | 2,100,000 | | — | | 620,800 | | 143,181 | | 3,429,372 | | President and Chief Executive Officer, | | 2015 | | 556,935 | | — | | 2,000,000 | | — | | 835,403 | | 134,500 | | 3,526,838 | | Wyndham Destination Network | | 2014 | | — | | — | | — | | — | | — | | — | | — | (f) | Thomas G. Conforti | | 2016 | | 740,384 | | — | | 2,800,000 | | — | | 481,250 | | 392,846 | | 4,414,480 | | Executive Vice President and | | 2015 | | 731,543 | | — | | 2,700,000 | | — | | 1,097,315 | | 443,050 | | 4,971,908 | | Chief Financial Officer | | 2014 | | 652,620 | | — | | 2,600,000 | | — | | 926,720 | | 389,424 | | 4,568,764 | | Thomas Anderson | | 2016 | | 565,515 | | — | | 1,900,000 | | — | | 367,584 | | 263,031 | | 3,096,130 | | Executive Vice President and | | 2015 | | 557,613 | | — | | 1,800,000 | | — | | 836,420 | | 290,883 | | 3,484,916 | | Chief Real Estate Development Officer | | 2014 | | 516,164 | | — | | 1,600,000 | | — | | 732,953 | | 252,056 | | 3,101,173 | | Franz S. Hanning | | 2016 | | 795,395 | | — | | 2,800,000 | | — | | — | | 5,993,889 | (e) | 9,589,284 | | Former President and Chief Executive Officer, | | 2015 | | 794,824 | | — | | 2,700,000 | | — | | 1,350,000 | | 373,411 | | 5,218,235 | | Wyndham Vacation Ownership | | 2014 | | 739,242 | | — | | 2,700,000 | | — | | 1,332,000 | | 359,156 | | 5,130,398 | |
2021. | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name & Principal Position | Year | Salary
($) | Bonus ($) (b) | Stock
Awards
($)(a) | Option
Awards
($)(a) | Non-Equity
Incentive Plan
Compensation
($)(b) | All Other
Compensation
($)(c) | Total
($) | | Michael D. Brown | 2023 | 1,300,792 | | — | | 9,799,932 | | — | | 1,112,668 | | 210,686 | | 12,424,078 | | | President and Chief Executive Officer | 2022 | 1,248,466 | | — | | 7,699,986 | | — | | 2,291,768 | | 362,884 | | 11,603,104 | | | 2021 | 1,155,396 | | — | | 4,999,955 | | 2,139,990 | | 2,021,230 | | 303,994 | | 10,620,565 | | | Michael A. Hug | 2023 | 644,759 | | 51,818 | | 3,599,936 | | — | | 322,763 | | 137,194 | | 4,756,470 | | | Chief Financial Officer | 2022 | 618,862 | | — | | 2,399,928 | | — | | 538,597 | | 142,323 | | 3,699,710 | | | 2021 | 587,108 | | — | | 2,149,960 | | — | | 580,929 | | 138,260 | | 3,456,257 | | | Geoffrey Richards | 2023 | 605,922 | | 48,697 | | 3,499,970 | | — | | 252,254 | | 131,912 | | 4,538,755 | | | Chief Operating Officer, Wyndham Destinations | 2022 | 582,615 | | — | | 2,249,936 | | — | | 635,825 | | 149,978 | | 3,618,354 | | | 2021 | 546,820 | | — | | 1,999,982 | | — | | 541,810 | | 137,956 | | 3,226,568 | | | Jeffrey Myers | 2023 | 569,503 | | 26,923 | | 3,499,970 | | — | | 384,402 | | 132,393 | | 4,613,191 | | | Chief Sales and Marketing Officer, Wyndham Destinations | 2022 | 548,586 | | — | | 2,249,936 | | — | | 856,549 | | 171,350 | | 3,826,421 | | | 2021 | 528,640 | | — | | 1,999,982 | | — | | 604,966 | | 121,088 | | 3,254,676 | | | Olivier Chavy (d) | 2023 | 644,753 | | — | | 2,599,933 | | — | | — | | 114,404 | | 3,359,090 | | | President, Panorama and Travel + Leisure Clubs | 2022 | 618,850 | | — | | 1,599,952 | | — | | 496,414 | | 128,277 | | 2,843,493 | | | 2021 | — | | — | | — | | — | | — | | — | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(a)Represents the aggregate grant date fair value of equity awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (ASC 718). A discussion of the assumptions used in calculating the fair value of such awards may be found in Note 19 to our 2016 audited financial statements of our annual report on Form 10‑K filed with the SEC on February 17, 2017. Mr. Hanning forfeited 50% of the RSU grant reflected in this column upon his termination of employment. |
