| | Page | |
| |||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| |||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
Transactions with Related Persons | | | |
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| |||
Compensation | | | |
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| |||
| |||
i |
We are the premier mountain resort company in the world and a leader in luxury, destination-based travel at iconic locations. We operate world-class destination mountain resorts, and regional ski areas, including Vail Mountain, Breckenridge, Park City Mountain, Whistler Blackcomb, Stowe, and 32 additional resorts across North America; Andermatt-Sedrun in Switzerland; and Perisher, Hotham, and Falls Creek in Australia. We are passionate about providing an Experience of a Lifetime to our team members and guests, and our EpicPromise is to reach a zero net operating footprint by 2030, support our employees and communities, and broaden engagement in our sport. Our company owns and/or manages a collection of elegant hotels under the RockResorts brand, a portfolio of vacation rentals, condominiums and branded hotels located in close proximity to our mountain destinations, as well as the Grand Teton Lodge Company in Jackson Hole, Wyoming. Vail Resorts Retail operates more than 250 retail and rental locations across North America.
What We Believe |
Everything we do needs to be aligned with our five stakeholders:
Our Guests
Our Employees
Our Communities
Our Natural Environment
Our Shareholders
Our Mission: Experience of a Lifetime |
At Vail Resorts, our mission is simple – to provide an Experience of a Lifetime. We do this by creating an Experience of a Lifetime for our employees, so they can, in turn, provide an Experience of a Lifetime for our guests.
Our Core Values |
As Vail Resorts employees, we hold ourselves accountable for living these foundational values every day in everything we do:
| Serve Others | | | Take ownership of opportunities to assist our employees and guests, elevating their experiences. | |
| Do Right | | | Act with integrity – always do the right thing, knowing it leads to the right outcome. | |
| Be Inclusive | | | Welcome everyone to our Company, resorts and communities—include all races, gender identities, sexual orientations, abilities and other differences. | |
| Drive Value | | | Grow profit through smart and innovative business practices. | |
| Do Good | | | Preserve our natural environments and contribute to the success of our local communities. | |
| Be Safe | | | Be committed to the safety and wellness of our employees and guests. | |
| Have Fun | | | Fun is our product – create fun, enjoy your work and share the contagious spirit. | |
1 |
This summary contains highlights about our Company and the 2022 Annual Meeting of Stockholders. This summary does not contain all of the information that you should consider in advance of the annual meeting, and we encourage you to read the entire Proxy Statement and our 2022 Annual Report on Form 10-K filed with the SEC on September 28, 2022 (the “Annual Report”) carefully before voting. Page references are provided to help you find further information in this Proxy Statement. For information concerning the annual meeting and voting on the proposals discussed in more detail in this Proxy Statement, please see “The Annual Meeting and Voting – Questions and Answers” beginning on page 58.
Corporate Governance Highlights (page |
We believe good governance is integral to achieving long-term stockholder value. We are committed to governance policies and practices that serve the interests of the Company and its stockholders. The Board of Directors (the “Board”) monitors developments in governance best practices to assure that it continues to meet its commitment to thoughtful and independent representation of stockholder interests. Highlights of our corporate governance include:
All of our director nominees are independent, except our CEO;for Mr. Katz and Ms. Lynch;
All of our Audit, Compensation and Nominating & Governance Committee members are independent;
An independent non-executive lead director;
Annual election of all directors;
Majority voting standard and a director resignation policy in uncontested director elections;
Executive sessions of independent directors held at regularly scheduled Board meetings;
Meaningful stock ownership guidelines;
Excellent track record of attendance of allby our directors at Board and committee meetings in fiscal 2020;2022;
Anti-hedging policy for all directors and executive officers; and
Clawback policy applicable to executive officers for both cash and equity-based awards.
Environmental, Social & Governance Highlights |
Community Impact. Vail Resorts is committed to helping our communities thrive by partnering with critical non-profit organizations in the communities in which we operate to make an impact. In fiscal year 2022, Vail Resorts donated $22.96 million to our non-profit partners. Also in fiscal year 2022, Vail Resorts launched its Epic for Everyone youth access program and hosted more than 8,000 youth who otherwise might not have had access to skiing and riding across its North American resorts. For more information, please visit epicpromise.com.
Mountain Safety. The nature of our on-mountain operations comes with inherent safety risks, and the safety of our employees and guests is a top priority. We have dedicated health and safety teams that oversee resort operations, as well as highly trained ski patrol professionals at each resort.
Commitment to Zero. Vail Resorts remains on track to achieve our sustainability goal of achieving a zero net operating footprint by 2030. The three pillars of this commitment include: zero net emissions, zero waste to landfill and zero net operating impact on forests and habitat. For more information, please visit epicpromise.com.
Corporate Governance. We believe that good governance is integral to achieving long-term value for our stakeholders. Our Board of Directors ensures that we are leading with the best governance practices to serve the interests of our Company and our stockholders, including receiving feedback from our stockholders.
Diversity, Equity & Inclusion (“DEI”). We believe that DEI is core to both our Company’s success and the growth of the ski industry. One of our core values is “Be Inclusive”, which means that we welcome everyone to our Company, resorts and communities, including all races, gender identities, sexual orientations, abilities and other differences.
Company Culture. Core to our mission is to create an Experience of a Lifetime for our employees, so they can in turn provide an Experience of a Lifetime for our guests. We have a values-based leadership culture that places a premium on leader transparency, vulnerability and authenticity.
Talent Development. We are passionate about developing our talent and building the best teams. We offer a variety of leadership development programs for everyone from our entry-level seasonal employees to our most senior executives.
Investment in Employees. The experience of our employees and guests is the core of our business model. We are investing approximately $175 million in our employees, making our frontline talent a strategic advantage, including an industry-leading minimum wage plus career and leadership differentials across all 37 of our North American resorts, as well as significant investments in affordable housing in our communities.
3 |
Committee Memberships | ||||||||||||||
Director Nominee | Director Since | Primary Occupation and Experience | Independent | Audit | Comp | N&G | Exec | |||||||
Susan L. Decker | 2015 | CEO and Co-Founder of Raftr and Principal of Deck3 Ventures LLC | Yes | Chair | X | |||||||||
Robert A. Katz | 1996 | Chairman and CEO of Vail Resorts, Inc. | No | X | ||||||||||
Nadia Rawlinson | 2019 | Chief People Officer of Slack Technologies, Inc. | Yes | X | ||||||||||
John T. Redmond | 2008 | President of Allegiant Travel Company | Yes | F | ||||||||||
Michele Romanow | 2016 | Co-Founder and President of Clearbanc | Yes | X | ||||||||||
Hilary A. Schneider | 2010 | President and CEO of Shutterfly, Inc. | Yes | X | ||||||||||
D. Bruce Sewells | 2013 | Former SVP, General Counsel & Secretary of Apple Inc. | Yes | F | Chair | X | ||||||||
John F. Sorte | 1993 | Executive Chairman of Morgan Joseph TriArtisan Group, Inc. | Yes | Chair F | X | X | X | |||||||
Peter A. Vaughn | 2013 | Founder and Managing Director of Vaughn Advisory Group, LLC | Yes | X | ||||||||||
Fiscal 2020 Meetings: | 4 | 5 | 2 | — |
Director Nominees (page 8) |
The following table provides summary information about each director nominee. Each director stands for election annually. Detailed information about each director nominee’s background, skill set and areas of experience can be found beginning on page 8.
| | | | | | | | | Committee Memberships | | |||||||||||||
| Director Nominee | | | Director Since | | | Primary Occupation and Experience | | | Independent | | | Audit | | | Comp | | | N&G | | | Exec | |
| Susan L. Decker | | | 2015 | | | CEO and Co-Founder of Raftr and Principal of Deck3 Ventures LLC | | | Yes | | | | | X | | | | | | |||
| Robert A. Katz | | | 1996 | | | Executive Chairperson of the Board and former CEO of Vail Resorts, Inc. | | | No | | | | | | | | | X | | |||
| Kirsten A. Lynch | | | 2021 | | | CEO of Vail Resorts, Inc. | | | No | | | | | | | | | X | | |||
| Nadia Rawlinson | | | 2019 | | | Venture Advisor of GV | | | Yes | | ��� | | | Chair | | | | | | |||
| John T. Redmond | | | 2008 | | | President of Allegiant Travel Company | | | Yes | | | F | | | | | | | | |||
| Michele Romanow | | | 2016 | | | CEO and Co-Founder of Clearco | | | Yes | | | | | X | | | | | | |||
| Hilary A. Schneider | | | 2010 | | | President, CEO & Chair of the Board of Directors of Shutterfly, Inc. | | | Yes | | | | | X | | | | | | |||
| D. Bruce Sewell♦ | | | 2013 | | | Former SVP, General Counsel & Secretary of Apple Inc. | | | Yes | | | F | | | | | Chair | | | X | | |
| John F. Sorte | | | 1993 | | | Executive Chairman of Morgan Joseph TriArtisan Group, Inc. | | | Yes | | | Chair F | | | X | | | X | | | X | |
| Peter A. Vaughn | | | 2013 | | | Founder and Managing Director of Vaughn Advisory Group, LLC | | | Yes | | | X | | | | | X | | | | ||
| Fiscal 2022 Meetings: | | | | | | | | | 4 | | | 2 | | | 2 | | | 0 | |
| |||||
Audit – Audit Committee | | | Exec – Executive Committee | | |
| Comp – Compensation Committee | | | F – Audit Committee Financial Expert | |
| N&G – Nominating & Governance Committee | | | |
The Board of Directors held sevenfour meetings during fiscal 2020.2022. Each of the director nominees who were directors during fiscal 2022 attended at least 75%100% of the meetings held by the Board and Board committees on which he or she served during the fiscal year.
Board Composition
Our ten director nominees have an effective mix of skills, experience, background and diversity of perspective. The below graphs quantify these aspects of our various board members.
4 |
Executive Compensation Highlights |
Under our executive compensation program, a significant portion (approximately 75% and 76%, respectively) of the CEO’s (approximately 85%) and other named executive officers’ (approximately 71%) annual target total direct compensation is variable based upon our operating performance and/or our stock price, as shown below:
5 |
In addition, for fiscal 2020,2022, we engaged in (or refrained from) certain pay practices with respect to our named executive officer compensation program that we believe align with market best practices:
| What We Do: | |||
| ☑ | |||
| Annual Advisory Vote to Approve Executive Compensation | |||
☑ | | | Independent Compensation Committee | |
☑ | | | Significant Portion of Executive Compensation Tied to Performance | |
☑ | | | Significant Portion of Executive Compensation Delivered in the Form of Long-Term Equity-Based Incentives | |
☑ | | | Market Alignment of Compensation but with Greater Emphasis on At- Risk Compensation | |
☑ | | | Independent Compensation Consultant | |
☑ | | | Clawback Policy | |
☑ | | | Stock Ownership Guidelines | |
☑ | | | Use of Tally Sheets | |
☑ | | | Annual Risk Assessment |
| What We Don’t Do:
The following table summarizes the proposals to be considered at the annual meeting and the Board’s voting recommendation with respect to each proposal.
Election of Directors (Proposal No. 1) We are asking stockholders to elect each of our nominees for the Board of Directors named in this proxy statement. Our nominees are: Susan L. Decker, Robert A. Katz, Kirsten A. Lynch, Nadia Rawlinson, John T. Redmond, Michele Romanow, Hilary A. Schneider, D. Bruce Sewell, John F. Sorte and Peter A. Vaughn. If elected, each director nominee will serve as a director for a one-year term that expires in
Ratification of PricewaterhouseCoopers LLP as Independent Auditor (Proposal No. 2) We are asking stockholders to ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal
Advisory Vote to Approve Executive Compensation (Proposal No. 3)
We are asking stockholders to cast an advisory, non-binding vote to approve compensation awarded to our named executive officers. The primary objective of our executive compensation program is to emphasize pay-for-performance by incentivizing our executive officers and senior management to drive superior results and generate stockholder value. Additional information regarding our executive compensation may be found elsewhere in this Proxy Statement.
390 Interlocken Crescent Broomfield, Colorado 80021
We are providing these proxy materials in connection with the solicitation of proxies by the Board of Directors (the In accordance with the “notice and access” rules and regulations of the SEC, instead of mailing a printed copy of our proxy materials to each stockholder of record or beneficial owner, we are furnishing proxy materials, which include our Proxy Statement and annual report, to our stockholders over the Internet. Because you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials, unless you have previously made a permanent election to receive these materials in hard copy or unless you request a printed copy as described below. Instead, the Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review all of the important information contained in the proxy materials. The Notice of Internet Availability of Proxy Materials also instructs you as to how you may submit your proxy. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials. It is anticipated that the Notice of Internet Availability of Proxy Materials will be mailed, and this Proxy Statement will be made available, to stockholders on or about October
|