Pay vs Performance Disclosure | 12 Months Ended |
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) |
Pay vs Performance Disclosure | | | | | |
Pay vs Performance Disclosure, Table | | Pay Versus Performance As required by Item 402(v) of Regulation S -K Pay versus Performance Table – Compensation Definitions The following table reports the compensation of our Principal Executive Officer (“PEO”) and the average compensation of the other Named Executive Officers (“Other NEOs”) as reported in the Summary Compensation Table for the past four fiscal years, as well as their “Compensation Actually Paid.” Compensation Actually Paid as reported in this section is calculated pursuant to recently adopted SEC rules, which require various adjustments be made to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The dollar amounts do not reflect the actual amount of compensation earned or received by the PEO or Other NEOs during the applicable year. Pay versus Performance Table Year Summary Compensation Compensation Actually Paid Average Average Value of Initial Fixed $100 WH WH WH Total Peer Group 2023 10,659,712 16,068,245 2,703,559 3,503,272 136.08 111.92 289 7.18 2022 9,732,789 1,614,733 2,808,056 1,700,216 118.40 67.29 355 6.65 2021 18,209,539 33,542,395 3,120,108 4,413,427 146.27 88.83 244 5.68 2020 6,504,163 10,747,855 2,693,111 2,149,625 95.85 74.12 (132) 2.94 ____________ (1) (2) (3) st applicable year or, if earlier, the vesting date (rather than the grant date). The calculation of Average Compensation Actually Paid to Other NEOs for the years 2022, 2021 and 2020 was adjusted to include amounts attributable to equity awards that were inadvertently excluded. The adjustments result in an increase of $340,742 for 2022, $15,137 for 2021 and $1,847 for 2020. Our CEO and Other NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included. The following table details these adjustments: (4) -Scholes 2023 Restricted Share Units Stock Price (1) $71.31 – $81.40 Performance Share Units Financial Metric Multiplier (2) 100 – 200% Stock Options Expected life (in years) 0.3 – 1.9 years Volatility 24.1 – 29.0% Expected dividend yield 1.7 – 1.9% Risk-free rate 4.6 – 5.3% ________________ (1) All our grants are made on the same date and vest on the same date. As such, the same stock price assumption covers RSUs, PSUs, and options. (2) Because each covered fiscal year in the Pay versus Performance disclosure incorporates grants made in different years, a range of multipliers is shown based on the payout expectations as of the applicable fiscal year end date or vesting date. (5) The Other NEOs in the 2023 reporting year are Michele Allen, Paul F. Cash, Scott Strickland and Monica Melancon. The Other NEOs in the 2022 reporting year are Michele Allen, Paul F. Cash, Lisa Checchio, and Scott Strickland. The Other NEOs in the 2021 reporting year are Michele Allen, Paul F. Cash, Lisa Checchio, Scott LePage and Mary R. Falvey. The Other NEOs in the 2020 reporting year are Michele Allen, Paul F. Cash, Mary R. Falvey, Lisa Checchio, Tom H. Barber and Robert D. Loewen. (6) The dollar amounts reported represent the average of the amounts reported for our company’s named executive officers as a group (excluding Mr. Ballotti) for each corresponding year in the “Total” column of the Summary Compensation Table. (7) Cumulative Total Shareholder Return represents the measurement period value of an investment of $100 in our stock on December 31, 2019, and then valued again on each of December 31, 2020, December 31, 2021, December 31, 2022 and December 31, 2023. (8) Consistent with the Stock Performance Graph included in the 2023 Form 10-K, and as permitted by SEC rules the peer group depicted is the S&P 500 Hotels, Resorts & Cruise Lines Index (consisting of Airbnb, Inc. (Class A common stock), Booking Holdings Inc., Carnival Corporation & plc, Expedia Group, Inc., Hilton Worldwide Holdings Inc., Marriott International, Inc., Norwegian Cruise Line Holdings Ltd., and Royal Caribbean Cruises Ltd.) Total Shareholder Return represents the measurement period value of an investment of $100 and includes the reinvestment of dividends. This reflects an incremental update to our prior year methodology, which did not include dividend reinvestment. (9) Values shown are in millions. (10) Earnings Before Interest and Taxes, or “EBIT per share,” as adjusted, is reflected for each respective fiscal year and was selected as the Company’s most important financial performance measure used to link Compensation Actually Paid to the CEO and Other NEOs, and additional information regarding how this measure is defined is reflected in the Compensation Discussion and Analysis on the pages referenced below. The unranked list of performance metrics is below and the use of each metric is further discussed in the “Compensation Discussion and Analysis” section of this Proxy Statement as shown in the Proxy Statement Reference column. Performance Metrics Proxy Statement Reference EBIT per share, as adjusted Compensation Discussion & Analysis – Long-Term Incentive Compensation (pp. 61-62) Adjusted EBITDA Compensation Discussion & Analysis – Annual Incentive Compensation (p. 60) Net Room Growth Compensation Discussion & Analysis – Annual Incentive Compensation (p. 60) | | | |
Named Executive Officers, Footnote | | Chief Executive Officer Geoffrey A. Ballotti served as the PEO for all four years above and shall be referred to as “CEO” throughout the remainder of this section. | | | |
PEO Total Compensation Amount | [1],[2] | $ 10,659,712 | $ 9,732,789 | $ 18,209,539 | $ 6,504,163 |
PEO Actually Paid Compensation Amount | [1],[3],[4] | $ 16,068,245 | 1,614,733 | 33,542,395 | 10,747,855 |
Adjustment To PEO Compensation, Footnote | | Year Role(s) Summary (Subtract) Add Year- Add/ Add/ (Subtract) Add Compensation 2023 CEO 10,659,712 (6,999,979) 7,281,608 4,163,401 636,429 — 327,074 16,068,245 Other NEOs 2,703,559 (1,562,426) 1,625,287 567,712 97,780 — 71,360 3,503,272 2022 CEO 9,732,789 (5,999,974) 6,463,895 (7,900,974) (886,654) — 205,651 1,614,733 Other NEOs 2,808,056 (1,706,121) 1,642,813 (1,001,586) (88,987) — 46,041 1,700,216 2021 CEO 18,209,539 (14,600,000) 20,613,575 7,932,664 1,199,193 — 187,424 33,542,395 Other NEOs 3,120,108 (1,532,292) 2,106,488 941,103 176,611 (423,178) 24,587 4,413,427 2020 CEO 6,504,163 (4,500,000) 7,931,831 1,318,023 (560,432) — 54,270 10,747,855 Other NEOs 2,693,111 (1,291,667) 1,258,115 145,302 (234,199) (428,953) 7,916 2,149,625 | | | |
Non-PEO NEO Average Total Compensation Amount | [5],[6] | $ 2,703,559 | 2,808,056 | 3,120,108 | 2,693,111 |
Non-PEO NEO Average Compensation Actually Paid Amount | [3],[4] | $ 3,503,272 | 1,700,216 | 4,413,427 | 2,149,625 |
Adjustment to Non-PEO NEO Compensation Footnote | | | | | |
Compensation Actually Paid vs. Total Shareholder Return | | Consistent with the Stock Performance Graph included in the 2023 Form 10-K, and as permitted by SEC rules the peer group depicted is the S&P 500 Hotels, | | | |
Compensation Actually Paid vs. Net Income | | | | | |
Compensation Actually Paid vs. Company Selected Measure | | | | | |
Total Shareholder Return Vs Peer Group | | The graphs below reflect the relationships between the CEO and Average Other NEOs Compensation Actually Paid (“CAP”) and the Company’s cumulative indexed Total Shareholder Return (“TSR”), (assuming an initial fixed investment of $100), the Company’s TSR performance to peer group, and to GAAP Net Income and EBIT per share for each of the fiscal years ended December 31, 2020, 2021, 2022 and 2023: | | | |
Total Shareholder Return Amount | [7] | $ 136.08 | 118.4 | 146.27 | 95.85 |
Peer Group Total Shareholder Return Amount | [8] | 111.92 | 67.29 | 88.83 | 74.12 |
Net Income (Loss) | [9] | $ 289 | $ 355 | $ 244 | $ (132) |
Company Selected Measure Amount | [10] | 7.18 | 6.65 | 5.68 | 2.94 |
PEO Name | | Geoffrey A. Ballotti | | | |
Summary Compensation Table Total for CEO [Member] | | | | | |
Pay vs Performance Disclosure | | | | | |
PEO Total Compensation Amount | | $ 10,659,712 | $ 9,732,789 | $ 18,209,539 | $ 6,504,163 |
Original Grant Date Fair value of Stock Awards and Option Awards Granted in Year [Member] | | | | | |
Pay vs Performance Disclosure | | | | | |
Adjustment to Compensation, Amount | | (6,999,979) | (5,999,974) | (14,600,000) | (4,500,000) |
Add Year- End Fair Value of Awards Granted in Year [Member] | | | | | |
Pay vs Performance Disclosure | | | | | |
Adjustment to Compensation, Amount | | 7,281,608 | 6,463,895 | 20,613,575 | 7,931,831 |
Change in Fair Value of Equity Awards Granted in Prior Years [Member] | | | | | |
Pay vs Performance Disclosure | | | | | |
Adjustment to Compensation, Amount | | 4,163,401 | (7,900,974) | 7,932,664 | 1,318,023 |
Change in Value of Vested Equity Awards [Member] | | | | | |
Pay vs Performance Disclosure | | | | | |
Adjustment to Compensation, Amount | | 636,429 | (886,654) | 1,199,193 | (560,432) |
Value of Equity Awards that Failed to Meet Vesting Conditions [Member] | | | | | |
Pay vs Performance Disclosure | | | | | |
Adjustment to Compensation, Amount | | | | | |
Add Value of Dividends or other Earnings Paid on Stock Awards or Option Awards not Otherwise Reflected in Fair Value or Total Compensation [Member] | | | | | |
Pay vs Performance Disclosure | | | | | |
Adjustment to Compensation, Amount | | 327,074 | 205,651 | 187,424 | 54,270 |
Compensation Actually Paid [Member] | | | | | |
Pay vs Performance Disclosure | | | | | |
PEO Total Compensation Amount | | 16,068,245 | 1,614,733 | 33,542,395 | 10,747,855 |
Other NEOs [Member] | | | | | |
Pay vs Performance Disclosure | | | | | |
Non-PEO NEO Average Total Compensation Amount | | 2,703,559 | 2,808,056 | 3,120,108 | 2,693,111 |
Non-PEO NEO Average Compensation Actually Paid Amount | | 3,503,272 | 1,700,216 | 4,413,427 | 2,149,625 |
Other NEOs [Member] | Original Grant Date Fair value of Stock Awards and Option Awards Granted in Year [Member] | | | | | |
Pay vs Performance Disclosure | | | | | |
Adjustment to Compensation, Amount | | (1,562,426) | (1,706,121) | (1,532,292) | (1,291,667) |
Other NEOs [Member] | Add Year- End Fair Value of Awards Granted in Year [Member] | | | | | |
Pay vs Performance Disclosure | | | | | |
Adjustment to Compensation, Amount | | 1,625,287 | 1,642,813 | 2,106,488 | 1,258,115 |
Other NEOs [Member] | Change in Fair Value of Equity Awards Granted in Prior Years [Member] | | | | | |
Pay vs Performance Disclosure | | | | | |
Adjustment to Compensation, Amount | | 567,712 | (1,001,586) | 941,103 | 145,302 |
Other NEOs [Member] | Change in Value of Vested Equity Awards [Member] | | | | | |
Pay vs Performance Disclosure | | | | | |
Adjustment to Compensation, Amount | | 97,780 | (88,987) | 176,611 | (234,199) |
Other NEOs [Member] | Value of Equity Awards that Failed to Meet Vesting Conditions [Member] | | | | | |
Pay vs Performance Disclosure | | | | | |
Adjustment to Compensation, Amount | | | | (423,178) | (428,953) |
Other NEOs [Member] | Add Value of Dividends or other Earnings Paid on Stock Awards or Option Awards not Otherwise Reflected in Fair Value or Total Compensation [Member] | | | | | |
Pay vs Performance Disclosure | | | | | |
Adjustment to Compensation, Amount | | $ 71,360 | $ 46,041 | $ 24,587 | $ 7,916 |
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[1]Chief Executive Officer Geoffrey A. Ballotti served as the PEO for all four years above and shall be referred to as “CEO” throughout the remainder of this section.[2]The dollar amounts reported are the amounts of total compensation reported for our CEO for each corresponding year in the “Total” column of the Summary Compensation Table.[3]Calculations of Compensation Actually Paid are reported in compliance with SEC rules which require certain adjustments be made to the Summary Compensation Table reported totals. Compensation Actually Paid does not necessarily represent cash and/or equity value transferred to the CEO or Other NEOs without restriction, but rather is a value calculated under the applicable SEC rules. In general, Compensation Actually Paid is calculated as Summary Compensation Table total compensation adjusted to include the fair value of equity awards as of December 31 st applicable year or, if earlier, the vesting date (rather than the grant date). The calculation of Average Compensation Actually Paid to Other NEOs for the years 2022, 2021 and 2020 was adjusted to include amounts attributable to equity awards that were inadvertently excluded. The adjustments result in an increase of $340,742 for 2022, $15,137 for 2021 and $1,847 for 2020. Our CEO and Other NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included. The following table details these adjustments: -Scholes 2023 Restricted Share Units Stock Price (1) $71.31 – $81.40 Performance Share Units Financial Metric Multiplier (2) 100 – 200% Stock Options Expected life (in years) 0.3 – 1.9 years Volatility 24.1 – 29.0% Expected dividend yield 1.7 – 1.9% Risk-free rate 4.6 – 5.3% ________________ (1) All our grants are made on the same date and vest on the same date. As such, the same stock price assumption covers RSUs, PSUs, and options. (2) Because each covered fiscal year in the Pay versus Performance disclosure incorporates grants made in different years, a range of multipliers is shown based on the payout expectations as of the applicable fiscal year end date or vesting date. The Other NEOs in the 2023 reporting year are Michele Allen, Paul F. Cash, Scott Strickland and Monica Melancon. The Other NEOs in the 2022 reporting year are Michele Allen, Paul F. Cash, Lisa Checchio, and Scott Strickland. The Other NEOs in the 2021 reporting year are Michele Allen, Paul F. Cash, Lisa Checchio, Scott LePage and Mary R. Falvey. The Other NEOs in the 2020 reporting year are Michele Allen, Paul F. Cash, Mary R. Falvey, Lisa Checchio, Tom H. Barber and Robert D. Loewen. The dollar amounts reported represent the average of the amounts reported for our company’s named executive officers as a group (excluding Mr. Ballotti) for each corresponding year in the “Total” column of the Summary Compensation Table. Cumulative Total Shareholder Return represents the measurement period value of an investment of $100 in our stock on December 31, 2019, and then valued again on each of December 31, 2020, December 31, 2021, December 31, 2022 and December 31, 2023. Consistent with the Stock Performance Graph included in the 2023 Form 10-K, and as permitted by SEC rules the peer group depicted is the S&P 500 Hotels, Resorts & Cruise Lines Index (consisting of Airbnb, Inc. (Class A common stock), Booking Holdings Inc., Carnival Corporation & plc, Expedia Group, Inc., Hilton Worldwide Holdings Inc., Marriott International, Inc., Norwegian Cruise Line Holdings Ltd., and Royal Caribbean Cruises Ltd.) Total Shareholder Return represents the measurement period value of an investment of $100 and includes the reinvestment of dividends. This reflects an incremental update to our prior year methodology, which did not include dividend reinvestment. Values shown are in millions. Earnings Before Interest and Taxes, or “EBIT per share,” as adjusted, is reflected for each respective fiscal year and was selected as the Company’s most important financial performance measure used to link Compensation Actually Paid to the CEO and Other NEOs, and additional information regarding how this measure is defined is reflected in the Compensation Discussion and Analysis on the pages referenced below. The unranked list of performance metrics is below and the use of each metric is further discussed in the “Compensation Discussion and Analysis” section of this Proxy Statement as shown in the Proxy Statement Reference column. Performance Metrics Proxy Statement Reference EBIT per share, as adjusted Compensation Discussion & Analysis – Long-Term Incentive Compensation (pp. 61-62) Adjusted EBITDA Compensation Discussion & Analysis – Annual Incentive Compensation (p. 60) Net Room Growth Compensation Discussion & Analysis – Annual Incentive Compensation (p. 60) | |