We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Vail Resorts Inc | NYSE:MTN | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
1.80 | 0.95% | 191.17 | 194.43 | 188.43 | 189.00 | 491,413 | 00:53:22 |
Filed by the Registrant ý
|
||
Filed by a Party other than the Registrant o
|
||
Check the appropriate box:
|
||
o
|
|
Preliminary Proxy Statement
|
o
|
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
ý
|
|
Definitive Proxy Statement
|
o
|
|
Definitive Additional Materials
|
o
|
|
Soliciting Material under §240.14a-12
|
VAIL RESORTS, INC.
|
||||
(Name of Registrant as Specified In Its Charter)
|
||||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
|
||||
Payment of Filing Fee (Check the appropriate box):
|
||||
ý
|
|
No fee required.
|
||
o
|
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
||
|
|
(1)
|
|
Title of each class of securities to which transaction applies:
|
|
|
(2)
|
|
Aggregate number of securities to which transaction applies:
|
|
|
(3)
|
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
|
|
(4)
|
|
Proposed maximum aggregate value of transaction:
|
|
|
(5)
|
|
Total fee paid:
|
o
|
|
Fee paid previously with preliminary materials.
|
||
o
|
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
||
|
|
(1)
|
|
Amount Previously Paid:
|
|
|
(2)
|
|
Form, Schedule or Registration Statement No.:
|
|
|
(3)
|
|
Filing Party:
|
|
|
(4)
|
|
Date Filed:
|
NOTICE OF THE 2019 ANNUAL MEETING OF STOCKHOLDERS
|
(1)
|
elect the eight directors named in the attached proxy statement to serve for a one-year term and until their successors are elected and qualified;
|
(2)
|
ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2020;
|
(3)
|
hold an advisory vote to approve executive compensation; and
|
(4)
|
transact such other business as may properly come before the annual meeting or any adjournments or postponements of the annual meeting.
|
TABLE OF CONTENTS
|
|
Page
|
Proxy Summary
|
|
Proposal 1. Election of Directors
|
|
Information with Respect to Nominees
|
|
Management
|
|
Security Ownership of Directors and Executive Officers
|
|
Information as to Certain Stockholders
|
|
Corporate Governance
|
|
Corporate Governance Guidelines
|
|
Board Leadership and Lead Independent Director
|
|
Meetings of the Board
|
|
Executive Sessions
|
|
Director Nominations
|
|
Determinations Regarding Independence
|
|
Communications with the Board
|
|
Code of Ethics and Business Conduct
|
|
Risk Management
|
|
Compensation Risk Assessment
|
|
Committees of the Board
|
|
The Audit Committee
|
|
Audit Committee Report
|
|
The Compensation Committee
|
|
Compensation Committee Report
|
|
The Nominating & Governance Committee
|
|
The Executive Committee
|
|
Director Compensation
|
|
Director Compensation for Fiscal 2019
|
|
Director Cash Compensation
|
|
Director Equity Compensation
|
|
Limited Director Perquisites and Personal Benefits
|
|
Stock Ownership Guidelines for Non-Employee Directors
|
|
Transactions with Related Persons
|
|
Related Party Transactions Policy and Procedures
|
|
Executive Compensation
|
|
Compensation Discussion and Analysis
|
|
Executive Summary
|
|
Key Objectives of Our Executive Compensation Program
|
|
Compensation-Setting Process
|
|
Elements of Compensation
|
|
Page
|
2019 Compensation Decisions
|
|
Other Executive Compensation Policies and Practices
|
|
Summary Compensation Table for Fiscal 2019
|
|
Grants of Plan-Based Awards in Fiscal
2019
|
|
Employment Agreements
|
|
Outstanding Equity Awards at Fiscal 2019 Year-End
|
|
Option Exercises and Stock Vested in Fiscal 2019
|
|
Pension Benefits
|
|
Nonqualified Deferred Compensation for Fiscal 2019
|
|
Potential Payments Upon Termination or Change-In-Control
|
|
Securities Authorized for Issuance Under Equity Compensation Plans
|
|
Pay Ratio Disclosure
|
|
Proposal 2. Ratification of the Selection of Independent Registered Public Accounting Firm
|
|
Selection of Independent Registered Public Accounting Firm
|
|
Fees Billed to Vail Resorts by PricewaterhouseCoopers LLP during Fiscal 2019 and Fiscal 2018
|
|
Proposal 3. Advisory Vote to Approve Executive Compensation
|
|
The Annual Meeting and Voting – Questions and Answers
|
|
Stockholder Proposals for 2020 Annual Meeting
|
|
Householding of Proxy Materials
|
|
Other Matters
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PROXY SUMMARY
|
This summary contains highlights about our Company and the 2019 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 2019 Annual Report on Form 10-K filed with the SEC on September 26, 2019 (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 49.
|
Corporate Governance Highlights (page 13)
|
•
|
All of our director nominees are independent, except our CEO;
|
•
|
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 all directors at Board and committee meetings in fiscal 2019;
|
•
|
Anti-hedging policy for all directors and executive officers; and
|
•
|
Clawback policy applicable to executive officers for both cash and equity-based awards.
|
Director Nominees (page 5)
|
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 5.
|
|
|
|
|
|
|
|
|
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
|
John T. Redmond
|
|
2008
|
|
President and Director of Allegiant Travel Company
|
|
Yes
|
|
F
|
|
|
|
|
|
|
Michele Romanow
|
|
2016
|
|
Co-Founder, Clearbanc
|
|
Yes
|
|
|
|
X
|
|
|
|
|
Hilary A. Schneider
|
|
2010
|
|
CEO of Wag Labs, Inc. (Wag!)
|
|
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
|
|
X
|
|
X
|
|
X
|
Peter A. Vaughn
|
|
2013
|
|
Chief Experience Officer of Avenues: The World School
|
|
Yes
|
|
|
|
X
|
|
|
|
|
Fiscal 2019 Meetings:
|
|
4
|
|
3
|
|
1
|
|
—
|
Audit – Audit Committee
|
|
Exec – Executive Committee
|
Comp – Compensation Committee
|
|
F – Audit Committee Financial Expert
|
N&G – Nominating & Governance Committee
|
|
s – Lead Independent Director
|
Executive Compensation Highlights (see page 24)
|
þ
|
|
Annual Advisory Vote to Approve Executive Compensation
|
þ
|
|
Independent Compensation Committee
|
þ
|
|
Significant Portion of Executive Compensation Tied to Performance
|
þ
|
|
Significant Portion of Executive Compensation Delivered in the Form of Long-Term Equity-Based Incentives
|
þ
|
|
Market Alignment of Compensation but with Greater Emphasis on At- Risk Compensation
|
þ
|
|
Independent Compensation Consultant
|
þ
|
|
Clawback Policy
|
þ
|
|
Stock Ownership Guidelines
|
þ
|
|
Use of Tally Sheets
|
þ
|
|
Annual Risk Assessment
|
ý
|
|
No Excessive Perquisites
|
ý
|
|
No Tax Gross-Ups on Perquisites, Except for Standard Relocation Benefits
|
ý
|
|
No Excise Tax Gross-Ups
|
ý
|
|
No Automatic Salary Increases or Guaranteed Bonuses
|
ý
|
|
No “Single Trigger” Automatic Payments or Benefits Upon a Change in Control
|
ý
|
|
No Hedging or Pledging
|
ý
|
|
No Equity Repricing
|
ý
|
|
No Pension Plans or SERPs
|
VOTING MATTERS AND BOARD RECOMMENDATION
|
Management Proposals
|
Board Vote
Recommendation
|
Page
Reference
|
Election of the eight directors named in this proxy statement, each for a one-year term expiring in 2020
|
FOR EACH NOMINEE
|
|
Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2020
|
FOR
|
|
Advisory vote to approve executive compensation
|
FOR
|
Election of Directors (Proposal No. 1)
|
Ratification of PricewaterhouseCoopers LLP as Independent Auditor (Proposal No. 2)
|
Type of fees
|
2019
|
2018
|
||||
Audit fees
|
$
|
2,910,500
|
|
$
|
2,725,250
|
|
Audit-related fees
|
—
|
|
—
|
|
||
Tax fees
|
12,000
|
|
5,000
|
|
||
Other fees
|
4,500
|
|
4,500
|
|
||
Total
|
$
|
2,927,000
|
|
$
|
2,734,750
|
|
Advisory Vote to Approve Executive Compensation (Proposal No. 3)
|
MEETING INFORMATION
|
Date and time:
|
December 5, 2019, 9:00 a.m. Mountain Time
|
Place:
|
St. Julien Hotel
900 Walnut Street
Boulder, Colorado 80302
|
Record date:
|
October 8, 2019
|
Voting:
|
Stockholders at the close of business on the record date may vote at the Annual Meeting of Stockholders. Each share is entitled to one vote on each matter to be voted upon.
|
PROXY STATEMENT FOR THE 2019
ANNUAL MEETING OF STOCKHOLDERS
|
PROPOSAL 1. ELECTION OF DIRECTORS
|
Director Nominee
|
|
Business Experience, Other Directorships and Qualifications
|
|
|
|
SUSAN L. DECKER
Age – 56
CEO & Co-Founder
Raftr
Director Since
September 2015
Independent
Committees:
Compensation (Chair)
Nominating & Governance
Current Public Directorships:
Berkshire Hathaway, Inc.
Costco Wholesale Corporation
|
|
Ms. Decker is CEO and co-founder of Raftr, a college campus social platform which was launched in 2017. In addition, Ms. Decker is the principal of Deck3 Ventures LLC, a privately held consulting and advisory firm, a position she has held since 2009. Ms. Decker currently serves on the boards of directors of Berkshire Hathaway Corporation, Costco Wholesale Corporation, Survey Monkey and Vox Media. During the 2009-2010 academic year, Ms. Decker served as Entrepreneur-in-Residence at Harvard Business School. Prior to that, from June 2000 to April 2009, she held various executive management positions at Yahoo! Inc., a global Internet brand, including President (June 2007 to April 2009), head of the Advertiser and Publisher Group (December 2006 to June 2007) and Chief Financial Officer (June 2000 to June 2007). Prior to joining Yahoo!, she spent 14 years with Donaldson, Lufkin & Jenrette (DLJ), most recently as Managing Director, global equity research (1998 - 2000), and previously as an equity research analyst, covering publishing and advertising stocks from 1986 to 1998.
Skills and Qualifications:
• Leadership and Finance experience—former lead director of an international manufacturer of microprocessors and chipsets (Intel); current principal of corporate advisory firm (Deck3); former president and CFO of large public global technology company (Yahoo!); former entrepreneur-in-residence for leading business school (Harvard); former global director of equity research for an investment bank (DLJ)
• Technology and International experience—director of a large, diverse multinational conglomerate (Berkshire); director of a leading global retailer (Costco); former director of an international manufacturer of microprocessors and chipsets company (Intel); leadership positions at large public global technology company (Yahoo!); former director of global equity research for an investment bank (DLJ); director of a cloud-based software as a service (SaaS) company (SurveyMonkey); CEO & co-founder of a digital media product (Raftr)
|
Director Nominee
|
|
Business Experience, Other Directorships and Qualifications
|
|
|
|
ROBERT A. KATZ
Age – 52
Chairman of the Board & CEO
Vail Resorts, Inc.
Director Since
June 1996
Chairman of the Board Since
March 2009
Committees:
Executive
|
|
Mr. Katz served as Lead Director of the Company from June 2003 until his appointment as Chief Executive Officer in February 2006. Prior to becoming the Chief Executive Officer, Mr. Katz was associated with Apollo Management L.P., a private equity investment firm, since its founding in 1990. Mr. Katz serves on the Wharton Leadership Advisory Board at the University of Pennsylvania. Mr. Katz has previously served on numerous private, public and non-profit boards.
Skills and Qualifications:
• Leadership, Industry and Marketing experience—professional association with Vail Resorts began in 1992 and has been involved with all major strategic decisions for over two decades; CEO since 2006 with unique insight and information regarding the Company’s strategy, operations and business and experience with global branding, development and strategy, as well a unique historical perspective into the operations and vision for the Company (Vail Resorts)
• Finance experience—current CEO of large public company (Vail Resorts); former senior partner at large private equity investment firm (Apollo)
|
Director Nominee
|
|
Business Experience, Other Directorships and Qualifications
|
|
|
|
JOHN T. REDMOND
Age – 61
President, Allegiant Travel Company
Director Since
March 2008
Independent
Committees:
Audit
Current Public Directorships:
Allegiant Travel Company
|
|
Mr. Redmond is the President of Allegiant Travel Company effective as of September 12, 2016 and also serves as a director of Allegiant. Previously, Mr. Redmond was the Managing Director and Chief Executive Officer of Echo Entertainment Group Limited, a leading Australian entertainment and gaming company, from January 2013 to April 2014, and previously served as a non-executive director from March 2012 to January 2013. Mr. Redmond was President and Chief Executive Officer of MGM Grand Resorts, LLC, a collection of resort-casino, residential living and retail developments, and a director of its parent company, MGM Resorts International, from March 2001 to August 2007. He served as Co-Chief Executive Officer and a director of MGM Grand, Inc. from December 1999 to March 2001. Mr. Redmond was President and Chief Operating Officer of Primm Valley Resorts from March 1999 to December 1999 and Senior Vice President of MGM Grand Development, Inc. from August 1996 to February 1999. Prior to 1996, Mr. Redmond was Senior Vice President and Chief Financial Officer of Caesars Palace and Sheraton Desert Inn, having served in various other senior operational and development positions with Caesars World, Inc. Mr. Redmond previously served on the board of directors of Tropicana Las Vegas Hotel and Casino, Inc.
Skills and Qualifications:
• Leadership and Finance experience—former CEO of large public entertainment and gaming company (Echo); former senior officer and director of large public entertainment and gaming company (MGM); president and director of low-cost, high-efficiency, all-jet passenger airline (Allegiant)
• Industry and International experience—president and director of leisure travel company (Allegiant); former CEO of large public entertainment and gaming company (Echo); former senior officer and director of large public entertainment and gaming company (MGM)
|
Director Nominee
|
|
Business Experience, Other Directorships and Qualifications
|
|
|
|
MICHELE ROMANOW
Age – 34
Co-Founder, Clearbanc
Director Since
October 2016
Independent
Committees:
Compensation
|
|
Ms. Romanow is the Co-Founder of Clearbanc, a technology company that provides financial services for freelancers in the United States. Previously, Ms. Romanow was the Co-Founder of Snap by Groupon (previously SnapSaves), which was founded in March 2012 and acquired by Groupon, Inc. in June 2014. She served as a senior marketing executive for Groupon from June 2014 until March 2016. In February 2011, Ms. Romanow also founded Buytopia.ca, a Canadian ecommerce leader of which she continues to be a partner. Prior to that she was Director, Corporate Strategy & Business Improvement for Sears Canada. Ms. Romanow is also one of the venture capitalists on the award winning CBC series Dragons’ Den. Ms. Romanow is a director of Freshii Inc., a Canadian fast casual restaurant franchise whose stock is publicly traded on the Toronto Stock Exchange. Ms. Romanow is a Director of SHAD, a registered Canadian charity that empowers exceptional high school students and League of Innovators, a Canadian charity with a goal of building entrepreneurial acumen for youth. Ms. Romanow was previously a director of Whistler Blackcomb Holdings, Inc., which was acquired by Vail Resorts in October 2016. She holds a Bachelor of Science in Engineering and a Master of Business Administration from Queen's University.
Skills and Qualifications:
• Leadership experience—Co-Founder of SnapSaves (now Snap by Groupon) and former head of marketing of Snap by Groupon; Co-Founder and Partner of Buytopia.ca; director of Freshii; former director of Whistler Blackcomb
• Technology and Marketing experience—former senior marketing executive (Groupon); Co-Founder of three technology companies (Clearbanc, SnapSaves and Buytopia.ca)
|
Director Nominee
|
|
Business Experience, Other Directorships and Qualifications
|
|
|
|
HILARY A. SCHNEIDER
Age – 58
Chief Executive Officer of
Wag Labs, Inc. (Wag!)
Director Since
March 2010
Independent
Committees:
Compensation
|
|
Ms. Schneider has been the Chief Executive Officer of Wag Labs, Inc. (Wag!), an on-demand dog walking and care service company, since January 2018. Previously, she was the President and Chief Executive Officer of LifeLock, Inc., a leading provider of identity theft protection, identity risk assessment and fraud protection services, from March 2016 until the acquisition of LifeLock by Symantec in February 2017, and she served as its President from September 2012 to February 2016. From March 2010 to November 2010, Ms. Schneider served as Executive Vice President at Yahoo! Americas. She joined Yahoo! in September 2006 when she led the company’s U.S. region, Global Partner Solutions and Local Markets and Commerce divisions. Prior to joining Yahoo!, Ms. Schneider held senior leadership roles at Knight Ridder, Inc., from April 2002 to January 2005, including Chief Executive Officer of Knight Ridder Digital before moving to co-manage the company’s overall newspaper and online business. From 2000 to 2002, Ms. Schneider served as President and Chief Executive Officer of Red Herring Communications. She also held numerous roles at Times Mirror from 1990 through 2000, including President and Chief Executive Officer of Times Mirror Interactive and General Manager of the Baltimore Sun. Ms. Schneider previously served as a director of LifeLock. Recently, Ms. Schneider was a director of SendGrid, Inc., a publicly traded digital communication platform, prior to its acquisition by Twilio. Ms. Schneider also serves on the board of directors of several private companies and non-profit organizations, including Water.org.
Skills and Qualifications:
• Leadership experience—CEO of an on-demand dog walking & dog care company (Wag!), former director, president and CEO of large public identity and fraud protection company (LifeLock); leadership positions at large public global technology company (Yahoo!)
• Industry and Marketing experience—former president and CEO of large public identity and fraud protection company (LifeLock); leadership positions at large public global technology company (Yahoo!); former director of customer communication platform company (SendGrid)
|
Director Nominee
|
|
Business Experience, Other Directorships and Qualifications
|
|
|
|
D. BRUCE SEWELL
Age – 61
Former Senior Vice President, General Counsel & Secretary
Apple Inc.
Director Since
January 2013
Lead Director Since
June 2019
Independent
Committees:
Audit,
Nominating & Governance (Chair)
Executive
|
|
From September 2009 until December 2017, Mr. Sewell was Senior Vice President, General Counsel and Secretary of Apple Inc., overseeing all legal matters for Apple, including corporate governance, intellectual property, litigation and securities compliance, as well as global security operations, privacy and encryption. Prior to joining Apple, Mr. Sewell served as Senior Vice President, General Counsel of Intel Corporation from 2005 to 2009. He also served as Intel’s Vice President, General Counsel from 2004 to 2005 and Vice President of Legal and Government Affairs, Deputy General Counsel from 2001 to 2004. Prior to joining Intel in 1995 as a senior attorney, Mr. Sewell was a partner in the law firm of Brown and Bain PC. He also serves on the board of directors of C3-IoT, a privately held technology company. In April 2018, Mr. Sewell joined the board of Village Enterprise, a charitable organization focusing on training and creating sustainable businesses in Africa. He also serves as President and Director of Friends of Lancaster University in America, a non-profit organization supporting higher education.
Skills and Qualifications:
• Leadership and Finance experience—prior general counsel of a large international public company (Apple); leadership positions at international manufacturer of microprocessors and chipsets (Intel)
• Technology and International experience—prior general counsel of international public mobile communication, personal computer, software and media devices company (Apple); leadership positions at international manufacturer of microprocessors and chipsets (Intel); leadership position at cloud-based enterprise Platform as a Service (PaaS) for deployment of big data, AI & IoT software applications (C3-IoT)
|
Director Nominee
|
|
Business Experience, Other Directorships and Qualifications
|
|
|
|
JOHN F. SORTE
Age – 72
Executive Chairman,
Morgan Joseph TriArtisan Group Inc.
Director Since
January 1993
Independent
Committees:
Audit (Chair), Compensation,
Nominating & Governance,
Executive
|
|
Mr. Sorte is Executive Chairman of Morgan Joseph TriArtisan Group Inc., a merchant bank engaged in principal investment activities. Prior to co-founding Morgan Joseph in 2001, he was President of New Street Advisors L.P. He previously held various positions at Drexel Burnham Lambert, including Head of the Energy Group, Co-head of Investment Banking and Chief Executive Officer and member of the board of directors. Mr. Sorte started his career as an investment banker at Shearson Hammill. Mr. Sorte also serves on the board of directors of Shorts International Ltd. and previously served on the board of directors of Autotote Corp. and Westpoint Stevens Inc., as well as several private companies and non-profit organizations.
Skills and Qualifications:
• Leadership and Finance experience—executive chairman of merchant bank (Morgan Joseph); former president of private equity firm (New Street); prior leadership positions at global investment bank (Drexel)
• International experience—executive chairman of merchant bank with international operations (Morgan Joseph); prior leadership positions at global investment bank (Drexel)
|
Director Nominee
|
|
Business Experience, Other Directorships and Qualifications
|
|
|
|
PETER A. VAUGHN
Age – 55
Chief Experience Officer, Avenues: The World School
Director Since
June 2013
Independent
Committees:
Compensation
|
|
Mr. Vaughn is the Chief Experience Officer of Avenues: The World School, a privately-held global network of independent schools headquartered in New York. Prior to joining Avenues in 2018, he founded and served as Managing Director of the Vaughn Advisory Group, LLC, a privately-held company providing consulting services on global brand strategy and marketing. From January 2013 through November 2014, he was the Senior Vice President of International Consumer Products and Marketing of the American Express Company, providing strategic marketing leadership for the company’s consumer card-issuing and network businesses in over 160 countries worldwide, with a focus on product line strategy, benefit sourcing and management, product innovation, brand management, communications and advertising. Previously, he held several senior marketing roles within American Express, including serving as Chief Marketing Officer of Global Network Services from 2011 to January 2013, Senior Vice President of Global Brand Management from 2005 to 2011, Vice President of Marketing for the Travelers Cheque and Prepaid Services Group from 2002 to 2004, Vice President and General Manager of Lending for the Small Business Division in 2001 and Vice President of Acquisition and Advertising for Small Business Services from 1999 to 2001. From 1994 to 1999, he held several positions overseas in the Consumer Services Group of American Express, including Vice President of International Product Development, European Head of Revolving Credit and Lending and Senior Director of European Product Development. Mr. Vaughn joined American Express in 1992, acting as Director of Marketing for the Consumer Financial Services Group.
Skills and Qualifications:
• Leadership and International experience—former senior global marketing positions and senior business leader in multiple business lines at a global, public financial services company (American Express), executive of global school network (Avenues)
• Marketing and Finance experience—principal of privately-held global brand strategy and marketing company (Vaughn Advisory Group); former senior global marketing positions and senior business leader in multiple business lines with operational marketing and profit/loss responsibility at a global, public financial services company (American Express)
|
MANAGEMENT
|
Name
|
Age
|
Position
|
Robert A. Katz
|
52
|
Chairman and Chief Executive Officer
|
Patricia A. Campbell
|
56
|
President - Mountain Division
|
Michael Z. Barkin
|
41
|
Executive Vice President and Chief Financial Officer
|
Kirsten A. Lynch
|
51
|
Executive Vice President and Chief Marketing Officer
|
David T. Shapiro
|
49
|
Executive Vice President, General Counsel and Secretary
|
James C. O’Donnell
|
49
|
Executive Vice President, Hospitality, Retail & Real Estate
|
|
SECURITY OWNERSHIP OF DIRECTORS AND
EXECUTIVE OFFICERS
|
|
Common Stock
Beneficially Owned
|
|||
Name of Beneficial Owner
|
Shares
|
Percent of Class(1)
|
||
Susan L. Decker
|
4,665
|
|
*
|
|
Roland A. Hernandez
|
9,353
|
|
*
|
|
John T. Redmond
|
18,040
|
|
*
|
|
Michele Romanow
|
3,083
|
|
*
|
|
Hilary A. Schneider
|
18,862
|
|
*
|
|
D. Bruce Sewell
|
16,341
|
|
*
|
|
John F. Sorte
|
46,823
|
|
*
|
|
Peter A. Vaughn
|
8,615
|
|
*
|
|
Robert A. Katz
|
717,774(2)
|
|
1.8
|
%
|
Michael Z. Barkin
|
26,445(3)
|
|
*
|
|
Patricia A. Campbell
|
46,382(4)
|
|
*
|
|
Kirsten A. Lynch
|
47,857(5)
|
|
*
|
|
David T. Shapiro
|
8,700(6)
|
|
*
|
|
Directors and named executive officers as a group (13 persons)
|
972,940(7)
|
|
2.4
|
%
|
|
(1)
|
Applicable percentages are based on 40,344,489 shares outstanding on October 8, 2019, adjusted as required by rules promulgated by the SEC. Unless indicated by footnote, the address for each listed director and executive officer is c/o Vail Resorts, Inc., 390 Interlocken Crescent, Broomfield, Colorado 80021. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as indicated by footnote, the person named in the table has sole voting and investment power with respect to all shares of common stock beneficially owned by them.
|
(2)
|
Includes 433,479 shares of common stock underlying 697,129 SARs (assuming a fair market value of $224.00, the closing price of our common stock on October 8, 2019).
|
(3)
|
Includes 11,062 shares of common stock underlying 32,227 SARs (assuming a fair market value of $224.00, the closing price of our common stock on October 8, 2019).
|
(4)
|
Includes 31,663 shares of common stock underlying 59,998 SARs (assuming a fair market value of $224.00, the closing price of our common stock on October 8, 2019).
|
(5)
|
Includes 30,364 shares of common stock underlying 59,899 SARs (assuming a fair market value of $224.00, the closing price of our common stock on October 8, 2019).
|
(6)
|
Includes 7,410 shares of common stock underlying 21,154 SARs (assuming a fair market value of $224.00, the closing price of our common stock on October 8, 2019).
|
(7)
|
Includes 513,978 shares of common stock underlying 870,407 SARs (assuming a fair market value of $224.00, the closing price of our common stock on October 8, 2019).
|
INFORMATION AS TO CERTAIN STOCKHOLDERS
|
|
Common Stock
Beneficially Owned
|
|||
Name of Beneficial Owner
|
Shares
|
Percent of Class (1)
|
||
T. Rowe Price Associates, Inc. (2)
|
6,146,307
|
|
15.2
|
%
|
Ronald Baron/Baron Capital Management, Inc. (3)
|
4,883,688
|
|
12.1
|
%
|
The Vanguard Group, Inc. (4)
|
3,531,234
|
|
8.8
|
%
|
BlackRock Inc. (5)
|
2,354,160
|
|
5.8
|
%
|
|
(1)
|
Applicable percentages are based on 40,344,489 shares outstanding on October 8, 2019.
|
(2)
|
As reported by T. Rowe Price Associates, Inc. and T. Rowe Price New Horizons Fund, Inc., on a joint Schedule 13G/A filed with the SEC on February 14, 2019. The address for the holder is 100 East Pratt Street, Baltimore, MD 21202.
|
(3)
|
As reported by Baron Capital Group, Inc. (“BCG”), BAMCO Inc. (“BAMCO”), Baron Capital Management Inc. (“BCM”), Baron Growth Fund (“BGF”) and Ronald Baron and on a joint Schedule 13G/A filed with the SEC on February 14, 2019. BAMCO and BCM are subsidiaries of BCG. BGF is an advisory client of BAMCO. Ronald Baron owns a controlling interest in BCG. The address for the holders is 767 Fifth Avenue, 49th Floor, New York, NY 10153.
|
(4)
|
As reported by The Vanguard Group Inc. (“TVG”) on a Schedule 13G/A filed with the SEC on February 11, 2019. Vanguard Fiduciary Trust Co., a wholly-owned subsidiary of TVG, is the beneficial owner of 18,168 shares of the Company’s common stock as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of TVG, is the beneficial owner of 30,272 shares of the Company’s common stock as a result of its serving as an investment manager of Australian investment offerings. The address for the holder is 100 Vanguard Blvd, Malvern, PA 19355.
|
(5)
|
As reported by BlackRock Inc. on Schedule 13G/A filed with the SEC on February 6, 2019. The address for the holder is 55 East 52nd Street, New York, NY 10055.
|
CORPORATE GOVERNANCE
|
•
|
presiding over meetings of the Board at which the Chairman is not present, including executive sessions of independent directors;
|
•
|
having the authority to call meetings of the independent directors;
|
•
|
serving as the presiding director for purposes of all rights and duties assigned to the presiding director under the Company’s Bylaws, including the right to call special meetings of the Board;
|
•
|
serving as principal liaison on Board-wide issues between the independent directors and the Chairman;
|
•
|
reviewing information sent to the Board and communicating with management if there needs to be additional materials or analyses provided to directors;
|
•
|
approving meeting agendas and meeting schedules for the Board, to assure that there is sufficient time for discussion of all agenda items;
|
•
|
serving as the point of contact for communications from stockholders or other interested parties directed to the Lead Director or the non-management directors or Board as a group;
|
•
|
ensuring that he is available for consultation and direct communication, if requested by major stockholders; and
|
•
|
serving on the Executive Committee of the Board.
|
|
|
Audit Committee
John F. Sorte, Chairman
John T. Redmond
D. Bruce Sewell
|
|
|
Compensation Committee
Susan L. Decker, Chair
Michele Romanow
Hilary A. Schneider
John F. Sorte
Peter A. Vaughn
|
DIRECTOR COMPENSATION
|
Name(1)
|
|
Fees Earned or Paid in Cash
($)(2)
|
Stock
Awards
($)(3)
|
All Other
Compensation
($)(4)
|
Total
($)
|
||||
Susan L. Decker(5)
|
|
85,561
|
|
207,579
|
|
4,000
|
|
297,140
|
|
Roland A. Hernandez(6)
|
|
142,520
|
|
207,579
|
|
4,000
|
|
354,099
|
|
John T. Redmond(7)
|
|
87,493
|
|
207,579
|
|
10,560
|
|
305,632
|
|
Michele Romanow(8)
|
|
92,493
|
|
207,579
|
|
17,274
|
|
317,346
|
|
Hilary A. Schneider(9)
|
|
82,493
|
|
207,579
|
|
—
|
|
290,072
|
|
D. Bruce Sewell(10)
|
|
114,397
|
|
207,579
|
|
—
|
|
321,976
|
|
John F. Sorte(11)
|
|
127,494
|
|
207,579
|
|
—
|
|
335,073
|
|
Peter A. Vaughn(12)
|
|
82,493
|
|
207,579
|
|
4,000
|
|
294,072
|
|
|
(1)
|
Mr. Katz is also a named executive officer and his compensation as Chief Executive Officer is included in the Summary Compensation Table in the “Executive Compensation” section of this proxy statement. Mr. Katz does not receive any additional compensation for his service on the Board.
|
(2)
|
Consists of non-employee director annual retainers and meeting fees, and, if applicable, lead director fees, committee chair fees, and committee member and meeting fees. Fees paid to each director in fiscal 2019 were as follows:
|
|
|
Committees
|
||||||||||
|
Board of Directors
|
Audit
|
Compensation
|
Nominating &
Governance
|
Executive
|
|
||||||
Name
|
Board
Service
($) (f)
|
Committee
Service
($)
|
Committee
Service
($)
|
Committee
Service
($)
|
Committee
Service
($)
|
Total
($)
|
||||||
Susan L. Decker(a)
|
72,493
|
|
—
|
|
11,534
|
|
1,534
|
|
—
|
|
85,561
|
|
Roland A. Hernandez(b)
|
106,356
|
|
15,000
|
|
—
|
|
12,698
|
|
8,466
|
|
142,520
|
|
John T. Redmond
|
72,493
|
|
15,000
|
|
—
|
|
—
|
|
—
|
|
87,493
|
|
Michele Romanow(c)
|
82,493
|
|
—
|
|
10,000
|
|
—
|
|
—
|
|
92,493
|
|
Hilary A. Schneider
|
72,493
|
|
—
|
|
10,000
|
|
—
|
|
—
|
|
82,493
|
|
D. Bruce Sewell(d)
|
78,630
|
|
23,465
|
|
—
|
|
10,768
|
|
1,534
|
|
114,397
|
|
John F. Sorte(e)
|
72,493
|
|
16,535
|
|
18,466
|
|
10,000
|
|
10,000
|
|
127,494
|
|
Peter A. Vaughn
|
72,493
|
|
—
|
|
10,000
|
|
—
|
|
—
|
|
82,493
|
|
|
(3)
|
The amounts in this column represent the aggregate grant date fair value of RSUs granted during fiscal 2019 computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718.
|
(4)
|
All other compensation for fiscal 2019 includes the following:
|
Name
|
Charitable
Donations
($)(a)
|
Company-paid Lodging,
Ski School Privileges and
Discretionary Spending on
Goods and Services
($)(b)
|
Total
($)
|
|||
Susan L. Decker
|
4,000
|
|
—
|
|
4,000
|
|
Roland A. Hernandez
|
4,000
|
|
—
|
|
4,000
|
|
John T. Redmond
|
—
|
|
10,560
|
|
10,560
|
|
Michele Romanow
|
4,000
|
|
13,274
|
|
17,274
|
|
Hilary A. Schneider
|
—
|
|
—
|
|
—
|
|
D. Bruce Sewell
|
—
|
|
—
|
|
—
|
|
John F. Sorte
|
—
|
|
—
|
|
—
|
|
Peter A. Vaughn
|
4,000
|
|
—
|
|
4,000
|
|
|
(a)
|
See below under “Limited Director Perquisites and Personal Benefits” for a description of this program.
|
(b)
|
Represents the amounts reported during fiscal 2019 that were used by a director towards lodging, ski school privileges and discretionary spending on services or goods at our properties for personal use. See below under “Limited Director Perquisites and Personal Benefits” for a description of this program. In accordance with SEC rules, the value of these benefits is measured on the basis of the estimated aggregate incremental cost to the Company for providing these benefits, and perquisites and personal benefits are not reported for any director for whom such amounts were less than $10,000 in the aggregate for the fiscal year.
|
(5)
|
As of July 31, 2019, Ms. Decker held 743 unvested RSUs.
|
(6)
|
As of July 31, 2019, Mr. Hernandez held 743 unvested RSUs.
|
(7)
|
As of July 31, 2019, Mr. Redmond held and 743 unvested RSUs.
|
(8)
|
As of July 31, 2019, Ms. Romanow held 743 unvested RSUs.
|
(9)
|
As of July 31, 2019, Ms. Schneider held 743 unvested RSUs.
|
(10)
|
As of July 31, 2019, Mr. Sewell held 743 unvested RSUs.
|
(11)
|
As of July 31, 2019, Mr. Sorte held 743 unvested RSUs.
|
(12)
|
As of July 31, 2019, Mr. Vaughn held 743 unvested RSUs.
|
TRANSACTIONS WITH RELATED PERSONS
|
EXECUTIVE COMPENSATION
|
•
|
Robert A. Katz, Chairman and Chief Executive Officer
|
•
|
Michael Z. Barkin, Executive Vice President and Chief Financial Officer
|
•
|
Patricia A. Campbell, President - Mountain Division
|
•
|
Kirsten A. Lynch, Executive Vice President and Chief Marketing Officer
|
•
|
David T. Shapiro, Executive Vice President, General Counsel and Secretary
|
•
|
Annual Incentive Awards. Our Management Incentive Plan (“MIP”), which applies to the award of annual cash incentive compensation, referred to in this CD&A as a “MIP award,” is intended to focus our executive officers on the key corporate financial metrics that we believe drive our best results. As explained in more detail below, because Resort EBITDA (earnings before interest, taxes, depreciation and amortization, as reported for our Mountain and Lodging segments) is the performance metric associated with the MIP for our NEOs, their annual cash incentive fluctuates with our performance and the achievement of our annual goals as established by the Compensation Committee.
|
•
|
Long-Term Equity Awards. A significant portion of our NEOs’ total annual compensation opportunity is in the form of long-term equity incentive compensation, including share appreciation rights (“SARs”) and restricted share units (“RSUs”), which generally vest ratably over three years or, in certain circumstances, have cliff vesting at the third anniversary.
|
•
|
High Percentage of Compensation is Variable or “At-Risk.” A significant percentage of our NEOs’ compensation is tied to incentives or appreciation in our stock price, and as executive officers attain greater levels of responsibility, the percentage of their total target compensation that is variable or “at-risk” increases, and the percentage that is fixed decreases. Accordingly, the NEO whose compensation is most heavily comprised of at-risk elements is our Chief Executive Officer (“CEO”). Our commitment to emphasizing performance-based compensation is illustrated by the following charts, which show the mix of our program’s three primary direct compensation components (fixed compensation, consisting of base salary; variable or at-risk compensation, consisting of target annual incentive compensation; and actual long-term equity incentive awards granted in the fiscal year) for our CEO and, on average, for our other NEOs for fiscal 2019:
|
•
|
Performance-Based Stock Awards for CEO. In furtherance of our pay-for-performance philosophy and to further align the interests of our CEO with the interests of our stockholders, the Compensation Committee has determined that approximately 50% of the award value subject to long-term equity incentive awards granted to our CEO each fiscal year (not including RSUs granted in payment of his annual MIP award, which are already tied to the performance metrics set forth under the MIP) will be “performance-based” stock awards. These performance-based stock awards may include (i) awards that do not vest or become exercisable unless specific business performance goals established by the Compensation Committee at the time of grant of the award are satisfied, (ii) SARs subject to time-based vesting criteria, but with an exercise price at least 25% greater than the closing price of our common stock on the date of grant (“Premium SARs”), and/or (iii) SARs with an exercise price equal to the closing price of our common stock on the date of grant (“Market SARs”). For fiscal 2019, the Compensation Committee awarded Mr. Katz long-term equity incentive awards with approximately 50% of the award value in time-based vesting RSUs and approximately 50% of the award value in Premium SARs only.
|
WHAT WE DO:
|
|
WHAT WE DON’T DO:
|
Annual Advisory Vote to Approve Executive Compensation. We provide our stockholders with an annual opportunity to vote on an advisory basis to approve the compensation paid to our NEOs as disclosed in the proxy statement.
Independent Compensation Committee. Our executive compensation program is reviewed annually by the Compensation Committee, which consists solely of independent directors and makes all final determinations regarding the compensation of our NEOs.
Significant Portion of Executive Compensation Tied to Performance. A significant portion of our NEOs’ compensation is comprised of elements of performance-based, incentive compensation that are tied to defined corporate and individual performance goals or stock price performance. In the last three fiscal years, approximately 77.5% of our CEO’s total compensation and approximately 72.2% of our other NEOs’ total compensation, as reported in the Summary Compensation Table, has on average been in the form of short and long-term incentive-based compensation (MIP award and equity awards). In addition, approximately 50% of the long-term equity incentives granted to our CEO each fiscal year consist of “performance-based” awards.
Significant Portion of Executive Compensation Delivered in the Form of Long-Term Equity-Based Incentives. A significant portion of our NEOs’ compensation is comprised of long-term equity incentive awards, consisting of SARs and RSUs, which generally vest over three years. In the last three fiscal years, approximately 70.1% of our CEO’s total compensation and approximately 59.8% of our other NEOs’ total compensation as reported in the Summary Compensation Table, has on average been in the form of long-term equity-based incentives. Mr. Katz receives 50% of his annual MIP award in cash and the other 50% in RSUs that vest annually over a three-year period (included in the percentage above), meaning one-half of the MIP award earned on the basis of the Company’s achievement of annual performance goals is subject to further time-based vesting and changes in the value of our common stock over that period.
Market Alignment of Compensation but with Greater Emphasis on At-Risk Compensation. To attract and retain talented executive officers, we seek to align target pay at levels comparable with companies in our peer group. However, as compared with companies in our peer group, we generally make at-risk compensation a more significant component of our NEOs’ compensation in order to emphasize pay-for-performance, and we generally make SARs a much larger portion of their at-risk compensation than RSUs.
Independent Compensation Consultant. The Compensation Committee periodically retains and receives advice from an independent compensation consultant. |
|
No Excessive Perquisites. We provide our executive officers with limited perquisites, which are generally limited to credit at our owned and operated properties and which are designed to incentivize our executive officers to visit and use our resorts in order to make informed decisions regarding our business and provide relevant feedback concerning our properties and services.
No Tax Gross-Ups on Perquisites, Except for Standard Relocation Benefits. We do not pay tax gross-ups on the limited perquisites that our executive officers receive, except in the case of standard relocation benefits available to all similarly situated employees. No Excise Tax Gross-Ups. We are not required to pay excise tax gross-ups in connection with the change in control arrangements provided to our executive officers. No Automatic Salary Increases or Guaranteed Bonuses. We do not guarantee annual salary increases or bonuses for any NEO and no employment agreement with any NEO contains such provisions. No “Single Trigger” Automatic Cash Payments or Benefits Upon a Change in Control. The change in control arrangements provided to our executive officers require a termination event (including a termination by the executive for “good reason”) following a change in control before any cash-based payments or benefits are triggered. Additionally, our CEO’s potential cash severance is conservatively set at two times his base salary and bonus. No Hedging or Pledging. Under our Insider Trading Compliance Program, our executive officers are prohibited from conducting short sales or using derivatives or other instruments designed to hedge against the risk of ownership of our securities, including put and call options and collar transactions. The Insider Trading Compliance Program also prohibits directors and executive officers from pledging shares of the Company’s stock. No Equity Repricing. We expressly prohibit the repricing of underwater SARs without stockholder approval.
No Pension Plans or SERPs. We do not provide our executive officers with tax-qualified defined benefit pension plans or supplemental executive retirement plans.
|
WHAT WE DO:
|
|
|
Clawback Policy. The Compensation Committee has adopted a clawback policy that, in the event of a financial restatement, allows us to recoup cash- or equity-based incentive compensation from executive officers that was paid based on the misstated financial information. Stock Ownership Guidelines. Our executive officers are subject to stock ownership guidelines, requiring that they hold a meaningful amount of our common stock, which helps to align their interests with those of our stockholders. Additionally, until the applicable guideline is achieved for an executive, he or she is required to retain at least 75% of the net shares received from vesting of RSUs or exercise of SARs. All of our executive officers are in compliance with this policy.
Use of Tally Sheets. The Compensation Committee uses tally sheets that provide information as to all compensation that is potentially available to our NEOs when evaluating executive compensation.
Annual Risk Assessment. The Compensation Committee, with the assistance of our independent compensation consultant, annually conducts a compensation risk assessment and, for fiscal 2019, determined that the Company’s compensation policies and practices, or components thereof, do not create risks that are reasonably likely to have a material adverse effect on the Company. |
|
|
•
|
Emphasizing Pay-for-Performance. Emphasize pay-for-performance by tying annual and long-term compensation incentives to achievement of specified performance objectives or overall stock performance.
|
•
|
Attracting, Retaining and Motivating. Attract, retain and motivate talented executives who will determine our long-term success. We have structured our executive compensation program to be competitive with compensation paid by companies in the same market for executive talent.
|
•
|
Rewarding Contributions and Creating Long-Term Value. We have structured our compensation program to recognize and reward contributions of all employees, including executive officers, in achieving strategic goals and business objectives, while aligning the program with stockholder interests.
|
Boyd Gaming Corporation
Caesars Entertainment Corp.
Cedar Fair, L.P.
Churchill Downs Inc.
Extended Stay America, Inc.
Hyatt Hotels Corporation
Norwegian Cruise Line Holdings Ltd.
|
Penn National Gaming Inc.
Red Rock Resorts Inc.
Six Flags Entertainment Corporation
Wyndham Destinations, Inc.
Wyndham Hotels & Resorts, Inc.
Wynn Resorts Ltd.
|
Compensation Element
|
|
Objective
|
|
Key Features
|
Base Salary
|
|
To attract and retain executives with a proven track record of performance
|
|
• Established based primarily on the scope of an executive officer’s responsibilities, taking into account individual performance and experience, competitive market compensation for similar positions, as well as seniority of the individual, our ability to replace the individual, the impact the individual’s loss would have on the Company, and other factors which may be deemed to be relevant by the Compensation Committee.
• Reviewed annually by the Compensation Committee and, based on such review, may be adjusted to align salaries with market levels after taking into account various factors, including those listed in the bullet above.
• No guaranteed increases to base salary.
|
Annual MIP Award
|
|
To incentivize achievement of annual financial, operational and strategic goals and achievement of individual annual performance objectives
|
|
• For each fiscal year, Company and individual performance elements drive two different aspects of the MIP: (1) the aggregate amount of funds available under the MIP (driven by Company performance), and (2) the specific allocation of awards to participants under the MIP (driven by Company performance for Mr. Katz and individual performance for the other NEOs).
• Our CEO receives his annual MIP award 50% in cash and 50% in RSUs that vest annually over a three-year period (as further discussed under Equity Incentive Awards below). Our other executive officers receive annual MIP awards in cash only.
|
Compensation Element
|
|
Objective
|
|
Key Features
|
Equity Incentive Awards
|
|
To increase long-term stockholder value by retaining our executive officers in a competitive business environment and aligning the interests of our executive officers with those of our stockholders by encouraging stock ownership by such officers
|
|
• Current equity incentive awards are granted under our 2015 Omnibus Incentive Plan, referred to in this proxy statement as the 2015 Plan, previously approved by stockholders at the 2015 annual meeting.
• Equity awards granted prior to the 2015 annual meeting were granted under our Amended and Restated 2002 Long Term Incentive and Share Award Plan, referred to in this proxy statement as the 2002 Plan, previously approved by the stockholders.
• For fiscal 2019, we used grants of time-based vesting RSUs and SARs because RSUs and SARs provide both a high perceived value and strong retention value.
• The Compensation Committee has adopted a long-term equity-based incentive grant practice for Mr. Katz, such that approximately 50% of his equity awards will be performance-based. For fiscal 2019, the Compensation Committee awarded Mr. Katz his long-term equity incentive awards as approximately 50% of the award value in RSUs and approximately 50% of the award value in Premium SARs, which consisted of 3,706 RSUs and 11,727 Premium SARs, each vesting annually over three years.
• The use of RSUs aligns the interests of our executive officers with that of our stockholders through stock ownership.
• SARs are granted with an exercise price of no less than the closing price of our common stock on the date of grant (and in some cases as noted above with respect to Mr. Katz, with an exercise price that exceeds the fair market value on the date of grant), and as a result, executive officers realize value only to the extent the price of our common stock appreciates after the grant date.
• RSUs and SARs typically vest ratably on an annual basis over three years. However, previously, the Compensation Committee has granted awards with cliff vesting as a retention tool where the entire award does not vest until the end of a three-year period.
|
Deferred Compensation
|
|
To attract and retain executive officers with a proven track record of performance and to provide a tax-efficient means for such officers to save for retirement
|
|
• Executive officers can elect to defer up to 80% of their base salary and 100% of their annual MIP award.
• Executive officers can invest these amounts in pre-tax dollars in designated hypothetical investments for their accounts, and their accounts are credited with gains or losses in accordance with their selections.
|
Limited Perquisites
|
|
To incentivize executives to use the Company’s services in order to help them in their performance by allowing them to evaluate our resorts and services based upon firsthand knowledge
|
|
• Includes benefits relating to the use of one or more of our owned and operated private clubs, including skiing and parking privileges, as a part of their responsibilities and employment.
• Also includes our Perquisite Fund Program, under which certain of our senior management, receive an annual allowance, based on executive level, to be used at the Company’s owned or operated resorts. Executives may draw against the account to pay for services or goods, at the market rate for the applicable resort or services. Amounts of the fund used by executives are taxed as ordinary income, like other compensation. Unused funds in each executive’s account at the end of each fiscal year are forfeited.
• All Company employees enjoy skiing privileges, not just our executives.
|
Name
|
|
Fiscal 2019
Base Salary
|
|
Fiscal 2018
Base Salary
|
|
% Change
|
||||
Robert A. Katz
|
|
$
|
968,192
|
|
|
$
|
935,451
|
|
|
3.5%
|
Michael Z. Barkin
|
|
$
|
550,000
|
|
|
$
|
500,000
|
|
|
10.0%
|
Patricia A. Campbell
|
|
$
|
550,000
|
|
|
$
|
500,000
|
|
|
10.0%
|
Kirsten A. Lynch
|
|
$
|
550,000
|
|
|
$
|
500,000
|
|
|
10.0%
|
David T. Shapiro
|
|
$
|
500,000
|
|
|
$
|
429,525
|
|
|
16.4%
|
Percentage of Target
Performance Achieved
|
|
Percentage of Annual Target Funding
Level Available under the MIP
|
Less than 80%
|
|
—%
|
80%
|
|
15%
|
90%
|
|
25%
|
95%
|
|
50%
|
100%
|
|
100%
|
110%
|
|
175%
|
120% or greater
|
|
200%
|
Name
|
|
2019 Target Annual
MIP Award as Percentage of Base Salary
|
Robert A. Katz
|
|
100%
|
Michael Z. Barkin
|
|
75%
|
Patricia A. Campbell
|
|
75%
|
Kirsten A. Lynch
|
|
75%
|
David T. Shapiro
|
|
50%
|
Name
|
Fiscal 2019 Target
MIP Award
|
|
Actual Fiscal 2019 Payout
Percentages(1)
|
|
Fiscal 2019
Actual
MIP Award
|
Fiscal 2018
Actual
MIP Award
|
Change From
Fiscal 2018 Actual MIP Award
|
||||||
Robert A. Katz(2)
|
$
|
968,192
|
|
x
|
65.30%
|
=
|
$
|
632,229
|
|
$
|
420,018
|
|
50.5%
|
Michael Z. Barkin
|
$
|
550,000
|
|
x
|
65.30%
|
=
|
$
|
269,363
|
|
$
|
168,375
|
|
60.0%
|
Patricia A. Campbell
|
$
|
550,000
|
|
x
|
65.30%
|
=
|
$
|
269,363
|
|
$
|
168,375
|
|
60.0%
|
Kirsten A. Lynch
|
$
|
550,000
|
|
x
|
65.30%
|
=
|
$
|
269,363
|
|
$
|
168,375
|
|
60.0%
|
David T. Shapiro
|
$
|
500,000
|
|
x
|
65.30%
|
=
|
$
|
163,250
|
|
$
|
96,428
|
|
69.3%
|
|
(1)
|
Actual payout percentages are based upon the MIP funded amount and, for each NEO other than the CEO whose payout percentage equals the 65.30% funding level of the MIP, achievement of his or her individual performance objectives. In fiscal 2019, payout percentages were based upon the 65.30% funding level of the MIP and no adjustments were made based upon individual performance objectives.
|
(2)
|
Pursuant to his employment agreement, Mr. Katz’s MIP award is paid 50% in cash and 50% in RSUs, which generally vest in equal installments over three years.
|
Title
|
|
Multiple of Base Salary
|
Chief Executive Officer
|
|
6x
|
Chief Financial Officer
|
|
3x
|
Presidents
|
|
3x
|
Executive Vice Presidents
|
|
2x
|
Name and Principal Position
|
Fiscal
Year
|
Salary
($)(1)
|
Bonus
($)
|
|
Stock
Awards
($)(2)
|
|
Option/Share
Appreciation
Right Awards
($)(3)
|
Non-Equity
Incentive Plan
Compensation
($)(4)
|
|
Change in
Pension Value and Non-qualified Deferred
Compensation
Earnings
($)
|
All Other
Compensation
($)(5)
|
Total
($)
|
|||||||
Robert A. Katz
|
2019
|
961,896
|
|
—
|
|
1,315,920
|
|
(6)
|
999,961
|
|
316,115
|
|
(9)
|
—
|
|
30,804
|
|
3,624,696
|
|
Chairman and Chief Executive Officer
|
2018
|
929,367
|
|
—
|
|
1,209,885
|
|
(7)
|
999,945
|
|
210,009
|
|
(9)
|
—
|
|
29,192
|
|
3,378,398
|
|
2017
|
899,115
|
|
—
|
|
2,448,940
|
|
(8)
|
2,025,085
|
|
423,890
|
|
(9)
|
—
|
|
31,597
|
|
5,828,627
|
|
|
Michael Z. Barkin
|
2019
|
540,385
|
|
—
|
|
774,808
|
|
|
724,976
|
|
269,363
|
|
|
—
|
|
9,321
|
|
2,318,853
|
|
Executive Vice President and Chief Financial Officer
|
2018
|
490,385
|
|
—
|
|
616,486
|
|
|
616,634
|
|
168,375
|
|
|
—
|
|
9,032
|
|
1,900,912
|
|
2017
|
442,569
|
|
—
|
|
466,368
|
|
|
466,474
|
|
295,470
|
|
|
—
|
|
8,840
|
|
1,679,721
|
|
|
Patricia A. Campbell
|
2019
|
540,385
|
|
—
|
|
774,808
|
|
|
724,976
|
|
269,363
|
|
|
—
|
|
11,116
|
|
2,320,648
|
|
President - Mountain Division
|
2018
|
490,385
|
|
—
|
|
549,857
|
|
|
549,930
|
|
168,375
|
|
|
—
|
|
12,005
|
|
1,770,552
|
|
|
2017
|
440,769
|
|
—
|
|
399,963
|
|
|
399,973
|
|
295,470
|
|
|
—
|
|
12,639
|
|
1,548,814
|
|
Kirsten A. Lynch
|
2019
|
540,385
|
|
—
|
|
774,808
|
|
|
724,976
|
|
269,363
|
|
|
—
|
|
11,099
|
|
2,320,631
|
|
Executive Vice President and Chief Marketing Officer
|
2018
|
490,385
|
|
—
|
|
549,857
|
|
|
549,930
|
|
168,375
|
|
|
—
|
|
10,949
|
|
1,769,496
|
|
2017
|
442,569
|
|
—
|
|
399,963
|
|
|
399,973
|
|
295,470
|
|
|
—
|
|
11,021
|
|
1,548,996
|
|
|
David T. Shapiro
|
2019
|
486,447
|
|
—
|
|
549,812
|
|
|
499,977
|
|
163,250
|
|
|
—
|
|
14,237
|
|
1,713,723
|
|
Executive Vice President, General Counsel and Secretary
|
2018
|
426,732
|
|
—
|
|
349,967
|
|
|
349,977
|
|
96,428
|
|
|
—
|
|
23,078
|
|
1,246,182
|
|
2017
|
408,990
|
|
—
|
|
274,974
|
|
|
274,961
|
|
194,635
|
|
|
—
|
|
26,709
|
|
1,180,269
|
|
|
(1)
|
Amounts shown reflect salary earned during the fiscal year, which differ from base salaries in that year based in part on the timing of previous year annual adjustments, mid-year promotions, service period and other adjustments in any given year.
|
(2)
|
Awards consist of RSUs. The amounts represent the aggregate grant date fair value of RSUs granted during the applicable fiscal year computed in accordance with FASB ASC Topic 718, and do not represent cash payments made to individuals or amounts realized, or amounts that may be realized. Assumptions used in the calculation of these amounts are included in note 15 to our audited financial statements for fiscal 2019, which are included in our Annual Report.
|
(3)
|
Awards consist of SARs. The amounts represent the aggregate grant date fair value of SARs granted during the applicable fiscal year computed in accordance with FASB ASC Topic 718, and do not represent cash payments made to individuals or amounts realized, or amounts that may be realized. Assumptions used in the calculation of these amounts are included in note 15 to our audited financial statements for fiscal 2019, which are included in our Annual Report.
|
(4)
|
In September 2019, pursuant to the MIP, as more fully described in the CD&A and based upon the attainment of performance targets previously established by the Compensation Committee under the MIP, the Compensation Committee approved fiscal 2019 cash MIP awards for the NEOs. Such amounts were paid in October 2019.
|
(5)
|
All other compensation for fiscal 2019 includes the following:
|
Name
|
Fiscal
Year
|
Company
Contributions
Under 401(k)
Savings Plan
($)(a)
|
Company-paid
Supplemental
Life Insurance
Premiums
($)(b)
|
Company-paid
Supplemental
Disability Insurance Premiums
($)(c)
|
Company-paid Lodging, Ski School Privileges and Discretionary
Spending on Goods and Services
($)(d)
|
Total
($)
|
|||||
Robert A. Katz
|
2019
|
8,250
|
|
7,014
|
|
1,824
|
|
13,716
|
|
30,804
|
|
Michael Z. Barkin
|
2019
|
7,231
|
|
619
|
|
1,471
|
|
—
|
|
9,321
|
|
Patricia A. Campbell
|
2019
|
5,592
|
|
619
|
|
4,905
|
|
—
|
|
11,116
|
|
Kirsten A. Lynch
|
2019
|
8,400
|
|
619
|
|
2,080
|
|
—
|
|
11,099
|
|
David T. Shapiro
|
2019
|
9,216
|
|
619
|
|
4,402
|
|
—
|
|
14,237
|
|
|
(a)
|
Consists of Company contributions to the NEO’s accounts in the Company’s tax-qualified 401(k) plan.
|
(b)
|
Consists of premiums paid on behalf of the NEO for supplemental life insurance.
|
(c)
|
Consists of premiums paid on behalf of the NEO for supplemental disability insurance.
|
(d)
|
In fiscal 2019, our NEOs were entitled to participate in our Perquisite Fund Program, under which certain of the Company’s officers receive an annual allowance based on officer level to be used at the Company’s resorts. For fiscal 2019, annual allowances for NEOs were as follows: CEO—$70,000; President—$40,000; and Executive Vice President—$30,000. Executives may draw against the account to pay for services or goods at the market rate. Amounts of the fund used by the NEO are taxed as ordinary income, like other compensation. The amounts reported include the amounts used by the NEO towards lodging, ski school privileges and discretionary spending on services or goods at our properties for personal use. In accordance with SEC rules, the value of these benefits is measured on the basis of the estimated aggregate incremental cost to the Company for providing these benefits, and perquisites and personal benefits are not reported for any NEO for whom such amounts were less than $10,000 in the aggregate for the fiscal year. In fiscal 2019, the Company also provided to each NEO benefits relating to the use of one or more of our private clubs, for which the Company incurred no incremental costs. NEOs are responsible for the payment of their individual, non-business related expenditures incurred at such clubs, although these expenses would qualify for reimbursement under the Perquisite Fund Program if within the NEO’s allowance under that program.
|
(6)
|
The amount shown in the “Stock Awards” column for fiscal 2019 includes $316,115 for 50% payment of Mr. Katz’s total MIP award and $999,805 as part of his long-term equity incentive award, which represent the aggregate grant date fair value of RSUs, based on the 1,456 and 3,706 RSUs granted on September 25, 2019 and September 27, 2018, respectively. Mr. Katz’s MIP award is paid 50% in cash and 50% in RSUs that vest annually over a three year period.
|
(7)
|
The amount shown in the “Stock Awards” column for fiscal 2018 includes $210,009 for 50% payment of Mr. Katz’s total MIP award and $999,876 as part of his long-term equity incentive award, which represent the aggregate grant date fair value of RSUs, based on the 778 and 4,637 RSUs granted on September 27, 2018 and September 27, 2017, respectively. Mr. Katz’s MIP award is paid 50% in cash and 50% in RSUs that vest annually over a three year period.
|
(8)
|
The amount shown in the “Stock Awards” column for fiscal 2017 includes $423,890 for 50% payment of Mr. Katz’s total MIP award and $2,025,050 as part of his long-term equity incentive award, which represent the aggregate grant date fair value of RSUs, based on the 1,965 and 13,204 RSUs granted on September 27, 2017 and September 23, 2016, respectively. Mr. Katz’s MIP award is paid 50% in cash and 50% in RSUs that vest annually over a three year period.
|
(9)
|
Mr. Katz’s MIP award is paid 50% in cash and 50% in RSUs that vest annually over a three year period. The amounts reported in the “Non-Equity Incentive Plan Compensation” column for fiscal 2019, 2018 and 2017 reflect only the cash amount paid to Mr. Katz for 50% of Mr. Katz’s total MIP award for the applicable fiscal year.
|
|
|
|
|
Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards(1)
|
|
All Other
Stock
Awards:
Number of
Shares of Stock or Units(#)
|
|
All Other
Option/SAR
Awards:
Number of
Securities
Underlying Options/SARs (#)(5)
|
|
Exercise
or Base
Price of
Option/
SAR Awards ($/Sh)
|
|
Grant Date
Fair Value
of Stock
and Option Awards($)(6)
|
|||||||||||
Name
|
|
Grant
Date
|
|
Threshold
($)(2)
|
|
Target
($)(3)
|
|
Maximum
($)(4)
|
|
|
|
|
|||||||||||
Robert A. Katz
|
|
|
|
—
|
|
|
968,192
|
|
|
1,936,384
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
9/27/2018
|
|
|
|
|
|
|
|
|
|
|
3,706
|
|
(7)
|
|
|
|
n/a
|
|
|
999,805
|
|
|
|
9/27/2018
|
|
|
|
|
|
|
|
778
|
|
(7)
|
|
|
n/a
|
|
|
209,889
|
|
||||
|
|
9/27/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,727
|
|
|
357.66
|
|
|
999,961
|
|
Michael Z. Barkin
|
|
|
|
—
|
|
|
412,500
|
|
|
1,072,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
9/27/2018
|
|
|
|
|
|
|
|
|
|
|
2,872
|
|
(7)
|
|
|
|
n/a
|
|
|
774,808
|
|
|
|
9/27/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,137
|
|
|
286.13
|
|
|
724,976
|
|
Patricia A. Campbell
|
|
|
|
—
|
|
|
412,500
|
|
|
1,072,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
9/27/2018
|
|
|
|
|
|
|
|
|
|
|
2,872
|
|
(7)
|
|
|
|
n/a
|
|
|
774,808
|
|
|
|
9/27/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,137
|
|
|
286.13
|
|
|
724,976
|
|
Kirsten A. Lynch
|
|
|
|
—
|
|
|
412,500
|
|
|
1,072,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
9/27/2018
|
|
|
|
|
|
|
|
2,872
|
|
(7)
|
|
|
n/a
|
|
|
774,808
|
|
||||
|
|
9/27/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,137
|
|
|
286.13
|
|
|
724,976
|
|
David T. Shapiro
|
|
|
|
—
|
|
|
250,000
|
|
|
650,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
9/27/2018
|
|
|
|
|
|
|
|
2,038
|
|
(7)
|
|
|
n/a
|
|
|
549,812
|
|
||||
|
|
9/27/2018
|
|
|
|
|
|
|
|
|
|
4,922
|
|
|
286.13
|
|
|
499,977
|
|
|
(1)
|
The estimated possible payouts are based on the parameters applicable to each NEO at the time the Compensation Committee established the relevant performance goals in writing at the beginning of fiscal 2019, as more fully described in the CD&A section of this proxy statement. The actual earned and subsequently paid amounts are reported in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column.
|
(2)
|
The Threshold amount is based on the MIP’s minimum target funding level based upon no achievement of Resort EBITDA targets for fiscal 2019, with the resulting funding applied to the NEO’s target percentage of base salary and then paid out at the 70% threshold level for individual performance (other than for Mr. Katz, whose MIP award is tied entirely to corporate performance and payout is 50% cash and 50% RSUs that vest over three years).
|
(3)
|
The Target amount is based on the MIP’s target funding level of 100% upon achievement by the Company of 100% of certain Resort EBITDA targets for fiscal 2019, with the resulting funding applied to the NEO’s target percentage of base salary and then paid out at the 100% target level for individual performance (other than for Mr. Katz, whose MIP award is tied entirely to corporate performance and payout is 50% cash and 50% RSUs that vest over three years).
|
(4)
|
The Maximum amount is based on the MIP’s maximum funding level of 200% upon achievement by the Company of at least 120% of certain Resort EBITDA targets for fiscal 2019, with the resulting funding applied to the NEO’s target percentage of base salary and then paid out at the 130% maximum level for individual performance (other than for Mr. Katz, whose MIP award is tied entirely to corporate performance and payout is 50% cash and 50% RSUs that vest over three years).
|
(5)
|
Represents SARs that vest in three equal annual installments beginning on the first anniversary of the date of grant. The exercise price of each SAR is equal to the closing price of our common stock on the date of grant, except in the case of the SARs award value granted to Mr. Katz on September 27, 2018, for which the exercise price was 125% of the closing price of our common stock on the date of grant. Upon the exercise of a SAR, the actual number of shares the Company will issue to the NEO is equal the quotient of (i) the product of (x) the excess of the per share fair market value of our common stock on the date of exercise over the exercise price, multiplied by (y) the number of SARs exercised, divided by (ii) the per share fair market value of our common stock on the date of exercise, less any shares withheld to cover payment of applicable tax withholding obligations. The grants were made pursuant to the 2015 Plan.
|
(6)
|
The amounts shown represent the aggregate fair value of the award calculated as of the grant date in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in note 15 to our audited financial statements for fiscal 2019, which are included in our Annual Report.
|
(7)
|
Represents RSUs that vest in three equal annual installments beginning on the first anniversary of the date of grant. The grants were made pursuant to the 2015 Plan. In the case of Mr. Katz, the number of shares includes 778 RSUs for 50% payment of Mr. Katz’s total MIP award for fiscal 2018 and 3,706 RSUs as part of his long-term equity incentive award for fiscal 2019.
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||
Name
|
|
Number of Securities
Underlying Unexercised
Options / SARs
Exercisable (#)(1)
|
|
Number of Securities
Underlying Unexercised
Options / SARs
Unexercisable (#)(1)(2)
|
|
Option /SAR
Exercise
Price ($)(3)
|
|
Option / SAR
Expiration
Date
|
|
Number of Shares
or Units of Stock
That Have Not Vested (#)(4)(5)
|
|
Market Value of
Shares or Units
of Stock That
Have Not Vested ($)(6)
|
|||
Robert A. Katz
|
|
142,384 (SARs)
|
|
|
|
49.56
|
|
|
9/20/2021
|
|
|
|
|
|
|
|
100,583 (SARs)
|
|
|
|
54.07
|
|
|
9/21/2022
|
|
|
|
|
|
|
|
|
100,583 (SARs)
|
|
|
|
67.59
|
|
|
9/21/2022
|
|
|
|
|
|
|
|
|
81,340 (SARs)
|
|
|
|
68.98
|
|
|
9/26/2023
|
|
|
|
|
|
|
|
|
81,340 (SARs)
|
|
|
|
86.23
|
|
|
9/26/2023
|
|
|
|
|
|
|
|
|
21,611 (SARs)
|
|
|
|
87.18
|
|
|
9/23/2024
|
|
|
|
|
|
|
|
|
49,063 (SARs)
|
|
|
|
108.98
|
|
|
9/23/2024
|
|
|
|
|
|
|
|
|
18,527 (SARs)
|
|
|
|
107.42
|
|
|
9/25/2025
|
|
|
|
|
|
|
|
|
42,385 (SARs)
|
|
|
|
134.28
|
|
|
9/25/2025
|
|
|
|
|
|
|
|
|
30,352 (SARs)
|
|
15,176 (SARs)
|
|
200.70
|
|
|
9/23/2026
|
|
|
|
|
|
|
|
|
4,938 (SARs)
|
|
9,876 (SARs)
|
|
285.05
|
|
|
9/27/2027
|
|
|
|
|
|
|
|
|
|
|
11,727 (SARs)
|
|
357.66
|
|
|
9/27/2028
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,861
|
|
|
1,444,854
|
|
||
|
|
|
|
|
|
|
|
|
4,401
|
|
|
1,084,935
|
|
||
|
|
|
|
|
|
|
|
|
4,484
|
|
|
1,105,396
|
|
||
Michael Z. Barkin
|
|
10,860 (SARs)
|
|
|
|
87.18
|
|
|
9/23/2024
|
|
|
|
|
||
|
13,169 (SARs)
|
|
|
|
107.42
|
|
|
9/25/2025
|
|
|
|
|
|||
|
5,799 (SARs)
|
|
2,899 (SARs)
|
|
160.56
|
|
|
9/23/2026
|
|
|
|
|
|||
|
2,561 (SARs)
|
|
5,121 (SARs)
|
|
228.04
|
|
|
9/27/2027
|
|
|
|
|
|||
|
|
|
7,137 (SARs)
|
|
286.13
|
|
|
9/27/2028
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
1,014
|
|
|
249,971
|
|
||
|
|
|
|
|
|
|
|
|
1,906
|
|
|
469,867
|
|
||
|
|
|
|
|
|
|
|
|
|
2,872
|
|
|
708,005
|
|
|
Patricia A. Campbell
|
|
1,755 (SARs)
|
|
|
|
41.43
|
|
|
4/15/2022
|
|
|
|
|
||
|
10,843 (SARs)
|
|
|
|
54.07
|
|
|
9/21/2022
|
|
|
|
|
|||
|
11,002 (SARs)
|
|
|
|
68.98
|
|
|
9/26/2023
|
|
|
|
|
|
|
|
|
9,271 (SARs)
|
|
|
|
87.18
|
|
|
9/23/2024
|
|
|
|
|
|||
|
12,723 (SARs)
|
|
|
|
107.42
|
|
|
9/25/2025
|
|
|
|
|
|||
|
4,972 (SARs)
|
|
2,486 (SARs)
|
|
160.56
|
|
|
9/23/2026
|
|
|
|
|
|||
|
2,284 (SARs)
|
|
4,567 (SARs)
|
|
228.04
|
|
|
9/27/2027
|
|
|
|
|
|||
|
|
|
7,137 (SARs)
|
|
286.13
|
|
|
9/27/2028
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
869
|
|
|
214,226
|
|
||
|
|
|
|
|
|
|
|
|
1,700
|
|
|
419,084
|
|
||
|
|
|
|
|
|
|
|
|
2,872
|
|
|
708,005
|
|
||
Kirsten A. Lynch
|
|
2,800 (SARs)
|
|
|
|
46.75
|
|
|
7/5/2021
|
|
|
|
|
|
|
|
13,599 (SARs)
|
|
|
|
54.07
|
|
|
9/21/2022
|
|
|
|
|
|
|
|
|
14,166 (SARs)
|
|
|
|
68.98
|
|
|
9/26/2023
|
|
|
|
|
|
|
|
|
15,360 (SARs)
|
|
|
|
87.18
|
|
|
9/23/2024
|
|
|
|
|
|
|
|
|
13,169 (SARs)
|
|
|
|
107.42
|
|
|
9/25/2025
|
|
|
|
|
|||
|
4,972 (SARs)
|
|
2,486 (SARs)
|
|
160.56
|
|
|
9/23/2026
|
|
|
|
|
|||
|
2,284 (SARs)
|
|
4,567 (SARs)
|
|
228.04
|
|
|
9/27/2027
|
|
|
|
|
|||
|
|
|
7,137 (SARs)
|
|
286.13
|
|
|
9/27/2028
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
869
|
|
|
214,226
|
|
||
|
|
|
|
|
|
|
|
|
|
1,700
|
|
|
419,084
|
|
|
|
|
|
|
|
|
|
|
|
|
2,872
|
|
|
708,005
|
|
|
David T. Shapiro
|
|
1,539 (SARs)
|
|
|
|
109.69
|
|
|
8/1/2025
|
|
|
|
|
||
|
9,940 (SARs)
|
|
|
|
107.42
|
|
|
9/25/2025
|
|
|
|
|
|||
|
3,418 (SARs)
|
|
1,709 (SARs)
|
|
160.56
|
|
|
9/23/2026
|
|
|
|
|
|||
|
1,454 (SARs)
|
|
2,906 (SARs)
|
|
228.04
|
|
|
9/27/2027
|
|
|
|
|
|||
|
|
|
4,922 (SARs)
|
|
286.13
|
|
|
9/27/2028
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
598
|
|
|
147,419
|
|
||
|
|
|
|
|
|
|
|
|
1,082
|
|
|
266,735
|
|
||
|
|
|
|
|
|
|
|
|
2,038
|
|
|
502,408
|
|
|
(1)
|
Represents exercisable or unexercisable SARs that vest in three equal annual installments beginning on the first anniversary of the date of grant. Upon the exercise of a SAR, the actual number of shares the Company will issue to the NEO is equal to the quotient of (i) the product of (x) the excess of the per share fair market value of our common stock on the date of exercise over the exercise price, multiplied by (y) the number of SARs exercised, divided by (ii) the per share fair market value of our common stock on the date of exercise, less any shares withheld to cover payment of applicable tax withholding obligations.
|
(2)
|
The grant dates and vesting dates of each unexercisable SAR award as of July 31, 2019 are as follows:
|
|
|
Number of
Unexercisable
SARs
|
|
Grant Date
|
|
Vesting Schedule of
Original Total Grant
|
|
Vesting Date
(date award is
vested in full)
|
|
Robert A. Katz
|
|
15,176
|
|
|
September 23, 2016
|
|
Equal annual installments over a three-year period beginning on anniversary of the date of grant.
|
|
September 23, 2019
|
|
9,876
|
|
|
September 27, 2017
|
|
Equal annual installments over a three-year period beginning on anniversary of the date of grant.
|
|
September 27, 2020
|
|
|
11,727
|
|
|
September 27, 2018
|
|
Equal annual installments over a three-year period beginning on anniversary of the date of grant.
|
|
September 27, 2021
|
|
Michael Z. Barkin
|
|
2,899
|
|
|
September 23, 2016
|
|
Equal annual installments over a three-year period beginning on anniversary of the date of grant.
|
|
September 23, 2019
|
|
5,121
|
|
|
September 27, 2017
|
|
Equal annual installments over a three-year period beginning on anniversary of the date of grant.
|
|
September 27, 2020
|
|
|
7,137
|
|
|
September 27, 2018
|
|
Equal annual installments over a three-year period beginning on anniversary of the date of grant.
|
|
September 27, 2021
|
|
Patricia A. Campbell
|
|
2,486
|
|
|
September 23, 2016
|
|
Equal annual installments over a three-year period beginning on anniversary of the date of grant.
|
|
September 23, 2019
|
|
4,567
|
|
|
September 27, 2017
|
|
Equal annual installments over a three-year period beginning on anniversary of the date of grant.
|
|
September 27, 2020
|
|
|
7,137
|
|
|
September 27, 2018
|
|
Equal annual installments over a three-year period beginning on anniversary of the date of grant.
|
|
September 27, 2021
|
|
Kirsten A. Lynch
|
|
2,486
|
|
|
September 23, 2016
|
|
Equal annual installments over a three-year period beginning on anniversary of the date of grant.
|
|
September 23, 2019
|
|
4,567
|
|
|
September 27, 2017
|
|
Equal annual installments over a three-year period beginning on anniversary of the date of grant.
|
|
September 27, 2020
|
|
|
7,137
|
|
|
September 27, 2018
|
|
Equal annual installments over a three-year period beginning on anniversary of the date of grant.
|
|
September 27, 2021
|
|
David T. Shapiro
|
|
1,709
|
|
|
September 23, 2016
|
|
Equal annual installments over a three-year period beginning on anniversary of the date of grant.
|
|
September 23, 2019
|
|
2,906
|
|
|
September 27, 2017
|
|
Equal annual installments over a three-year period beginning on anniversary of the date of grant.
|
|
September 27, 2020
|
|
|
4,922
|
|
|
September 27, 2018
|
|
Equal annual installments over a three-year period beginning on anniversary of the date of grant.
|
|
September 27, 2021
|
|
(3)
|
The exercise price of each SAR is equal to the closing price of our common stock on the date of grant, except for the Premium SARs granted to Mr. Katz with exercise prices of $49.56, $67.59, $86.23, $108.98, $134.28 and $200.70, $285.05 and $357.66, which are equal to 125% of the closing price of our common stock on the date of grant.
|
(4)
|
Represents unvested RSUs that, unless otherwise specifically noted in footnote 5 below, vest in three equal annual installments beginning on the first anniversary of the date of grant.
|
(5)
|
The grant dates and vesting dates of RSUs that have not vested as of July 31, 2019 are as follows:
|
|
|
Number of
Unvested RSUs
|
|
Grant Date
|
|
Vesting Schedule of
Original Total Grant
|
|
Vesting Date
(date award is
vested in full)
|
|
Robert A. Katz
|
|
5,861
|
|
|
September 23, 2016
|
|
Equal annual installments over a three-year period beginning on anniversary of the date of grant.
|
|
September 23, 2019
|
|
4,401
|
|
|
September 27, 2017
|
|
Equal annual installments over a three-year period beginning on anniversary of the date of grant.
|
|
September 27, 2020
|
|
|
4,484
|
|
|
September 27, 2018
|
|
Equal annual installments over a three-year period beginning on anniversary of the date of grant.
|
|
September 27, 2021
|
|
Michael Z. Barkin
|
|
1,014
|
|
|
September 23, 2016
|
|
Equal annual installments over a three-year period beginning on anniversary of the date of grant.
|
|
September 23, 2019
|
|
1,906
|
|
|
September 27, 2017
|
|
Equal annual installments over a three-year period beginning on anniversary of the date of grant.
|
|
September 27, 2020
|
|
|
2,872
|
|
|
September 27, 2018
|
|
Equal annual installments over a three-year period beginning on anniversary of the date of grant.
|
|
September 27, 2021
|
|
Patricia A. Campbell
|
|
869
|
|
|
September 23, 2016
|
|
Equal annual installments over a three-year period beginning on anniversary of the date of grant.
|
|
September 23, 2019
|
|
1,700
|
|
|
September 27, 2017
|
|
Equal annual installments over a three-year period beginning on anniversary of the date of grant.
|
|
September 27, 2020
|
|
|
2,872
|
|
|
September 27, 2018
|
|
Equal annual installments over a three-year period beginning on anniversary of the date of grant.
|
|
September 27, 2021
|
|
Kirsten A. Lynch
|
|
869
|
|
|
September 23, 2016
|
|
Equal annual installments over a three-year period beginning on anniversary of the date of grant.
|
|
September 23, 2019
|
|
1,700
|
|
|
September 27, 2017
|
|
Equal annual installments over a three-year period beginning on anniversary of the date of grant.
|
|
September 27, 2020
|
|
|
2,872
|
|
|
September 27, 2018
|
|
Equal annual installments over a three-year period beginning on anniversary of the date of grant.
|
|
September 27, 2021
|
|
David T. Shapiro
|
|
598
|
|
|
September 23, 2016
|
|
Equal annual installments over a three-year period beginning on anniversary of the date of grant.
|
|
September 23, 2019
|
|
1,082
|
|
|
September 27, 2017
|
|
Equal annual installments over a three-year period beginning on anniversary of the date of grant.
|
|
September 27, 2020
|
|
|
2,038
|
|
|
September 27, 2018
|
|
Equal annual installments over a three-year period beginning on anniversary of the date of grant.
|
|
September 27, 2021
|
|
(6)
|
The fair market value of these unvested RSU awards was determined based on the closing price of our common stock of $246.52 per share on July 31, 2019, multiplied by the number of units.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||
Name
|
|
Number of
Shares Acquired on
Exercise(#)(1)
|
|
Value
Realized on Exercise($)(2)
|
|
Number of
Shares Acquired on
Vesting(#)(1)
|
|
Value
Realized on
Vesting($)(4)
|
||||
Robert A. Katz
|
|
142,384
|
|
|
27,890,178
|
|
(3)
|
15,579
|
|
|
4,456,325
|
|
Michael Z. Barkin
|
|
—
|
|
|
—
|
|
|
2,596
|
|
|
740,655
|
|
Patricia A. Campbell
|
|
29,265
|
|
|
5,766,917
|
|
|
6,287
|
|
|
1,767,857
|
|
Kirsten A. Lynch
|
|
19,048
|
|
|
4,305,038
|
|
|
6,394
|
|
|
1,839,505
|
|
David T. Shapiro
|
|
—
|
|
|
—
|
|
|
6,641
|
|
|
1,862,136
|
|
|
(1)
|
Represents the aggregate number of shares acquired on vesting or exercise, as applicable. The amounts shown do not reflect amounts withheld by the Company to satisfy tax withholding requirements or to satisfy the exercise price.
|
(2)
|
The aggregate dollar value realized upon the exercise of options/SARs was computed by multiplying the difference between the closing price of the Company’s common stock on the exercise date and the exercise price for the award by the number of awards exercised.
|
(3)
|
As stated in the Company’s press release dated June 11, 2019, during fiscal 2019, Mr. Katz exercised various SAR awards that were approaching their 10-year expiration date and donated both shares and proceeds received from the sale of shares to his family charitable foundation and donor advised charitable fund, which amount represented the full after-tax proceeds Mr. Katz received from such exercises.
|
(4)
|
The aggregate dollar value realized on the vesting of RSUs was computed by multiplying the closing price of the Company’s common stock on the vesting date by the number of shares vested.
|
Name
|
|
Executive
Contributions
in Last FY($)(1)
|
|
Registrant
Contributions
in Last FY($)
|
|
Aggregate
Earnings
in Last FY($)(2)
|
|
Aggregate
Withdrawals/
Distributions($)
|
|
Aggregate
Balance
at Last FYE($)(3)
|
|||||
Robert A. Katz
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Michael Z. Barkin
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Patricia A. Campbell
|
|
—
|
|
|
—
|
|
|
457
|
|
|
—
|
|
|
6,667
|
|
Kirsten A. Lynch
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
David T. Shapiro
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1)
|
Represents amount deferred during fiscal 2019, if any, which is reported as compensation to the NEO in the Summary Compensation Table. Although no amounts were deferred during fiscal 2019 for any NEO, Ms. Campbell made contributions prior to fiscal 2019.
|
(2)
|
None of the amounts set forth are reported in the Summary Compensation Table because above-market or preferential earnings are not available under the plan.
|
(3)
|
This amount reflects actual amounts reported and does not include accumulated earnings or withdrawals or distributions.
|
Executive Benefits and Payments(1)
|
|
Termination without Cause or
Resignation for Good Reason
|
|
Change in Control
|
|
Termination following
Change in Control(2)
|
||||||
Base Salary
|
|
$
|
1,936,384
|
|
|
$
|
—
|
|
|
$
|
1,936,384
|
|
SAR/RSU Acceleration
|
|
4,330,548
|
|
|
4,330,548
|
|
|
—
|
|
|||
MIP Award
|
|
968,192
|
|
|
—
|
|
|
1,178,201
|
|
|||
Health Insurance
|
|
26,808
|
|
|
—
|
|
|
—
|
|
|||
Total
|
|
$
|
7,261,932
|
|
|
$
|
4,330,548
|
|
|
$
|
3,114,585
|
|
|
(1)
|
Assumes the following: (a) base salary equal to $968,192 is in effect as of the assumed termination or change in control date of July 31, 2019; (b) executive’s unvested RSUs and SARs at July 31, 2019 would be subject to accelerated vesting on that date (when the closing price per share of our common stock was $246.52); and (c) all Company targets under the MIP are met and executive’s pro rata MIP award payable as of the termination date is the target amount indicated under Non-Equity Incentive Plan Awards in the Grants of Plan-Based Awards Table above.
|
(2)
|
Benefits triggered upon termination without cause or resignation for good reason would apply in the same manner following a change in control when the new owners are bound by the terms of the employment agreement, except that equity awards would have already accelerated in full upon the change in control event.
|
Executive Benefits and Payments(1)
|
|
Termination without Cause or
Resignation for Good Reason
|
|
Change in Control
|
|
Termination following
Change in Control(2)
|
||||||
Base Salary
|
|
$
|
550,000
|
|
|
$
|
—
|
|
|
$
|
550,000
|
|
SAR/RSU Acceleration
|
|
—
|
|
|
1,771,678
|
|
|
—
|
|
|||
MIP Award
|
|
—
|
|
|
—
|
|
|
269,363
|
|
|||
Health Insurance
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
|
$
|
550,000
|
|
|
$
|
1,771,678
|
|
|
$
|
819,363
|
|
|
(1)
|
Assumes the following: (a) base salary equal to $550,000 is in effect as of the assumed termination or change in control date of July 31, 2019; (b) executive’s unvested SARs and RSUs at July 31, 2019 would be subject to accelerated vesting on that date (when the closing price per share of our common stock was $246.52); and (c) MIP award payable under the executive severance policy upon a termination following a change in control is equal to the most recent MIP award paid to the executive.
|
(2)
|
Benefits triggered upon termination without cause or resignation for good reason would apply in the same manner following a change in control pursuant to the Company’s executive severance policy when the new owners are bound by the terms of the executive severance policy, except that equity awards would have already accelerated in full upon the change in control event.
|
Executive Benefits and Payments(1)
|
|
Termination without Cause or
Resignation for Good Reason
|
|
Change in Control
|
|
Termination following
Change in Control(2)
|
||||||
Base Salary
|
|
$
|
550,000
|
|
|
$
|
—
|
|
|
$
|
550,000
|
|
SAR/RSU Acceleration
|
|
—
|
|
|
1,639,410
|
|
|
—
|
|
|||
MIP Award
|
|
—
|
|
|
—
|
|
|
269,363
|
|
|||
Health Insurance
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
|
$
|
550,000
|
|
|
$
|
1,639,410
|
|
|
$
|
819,363
|
|
|
(1)
|
Assumes the following: (a) base salary equal to $550,000 is in effect as of the assumed termination or change in control date of July 31, 2019; (b) executive’s unvested SARs and RSUs at July 31, 2019 would be subject to accelerated vesting on that date (when the closing price per share of our common stock was $246.52); and (c) MIP award payable under the executive severance policy upon a termination following a change in control is equal to the most recent MIP award paid to the executive.
|
(2)
|
Benefits triggered upon termination without cause or resignation for good reason would apply in the same manner following a change in control pursuant to the Company’s executive severance policy when the new owners are bound by the terms of the executive severance policy, except that equity awards would have already accelerated in full upon the change in control event.
|
Executive Benefits and Payments(1)
|
|
Termination without Cause or
Resignation for Good Reason
|
|
Change in Control
|
|
Termination following
Change in Control(2)
|
||||||
Base Salary
|
|
$
|
550,000
|
|
|
$
|
—
|
|
|
$
|
550,000
|
|
SAR/RSU Acceleration
|
|
—
|
|
|
1,639,410
|
|
|
—
|
|
|||
MIP Award
|
|
—
|
|
|
—
|
|
|
269,363
|
|
|||
Health Insurance
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
|
$
|
550,000
|
|
|
$
|
1,639,410
|
|
|
$
|
819,363
|
|
|
(1)
|
Assumes the following: (a) base salary equal to $550,000 is in effect as of the assumed termination or change in control date of July 31, 2019; (b) executive’s unvested SARs and RSUs at July 31, 2019 would be subject to accelerated vesting on that date (when the closing price per share of our common stock was $246.52); and (c) MIP award payable under the executive severance policy upon a termination following a change in control is equal to the most recent MIP award paid to the executive.
|
(2)
|
Benefits triggered upon termination without cause or resignation for good reason would apply in the same manner following a change in control pursuant to the Company’s executive severance policy when the new owners are bound by the terms of the executive severance policy, except that equity awards would have already accelerated in full upon the change in control event.
|
Executive Benefits and Payments(1)
|
|
Termination without Cause or
Resignation for Good Reason
|
|
Change in Control
|
|
Termination following
Change in Control(2)
|
||||||
Base Salary
|
|
$
|
500,000
|
|
|
$
|
—
|
|
|
$
|
500,000
|
|
SAR/RSU Acceleration
|
|
—
|
|
|
1,117,170
|
|
|
—
|
|
|||
MIP Award
|
|
—
|
|
|
—
|
|
|
163,250
|
|
|||
Health Insurance
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
|
$
|
500,000
|
|
|
1,117,170
|
|
|
$
|
663,250
|
|
|
(1)
|
Assumes the following: (a) base salary equal to $500,000 is in effect as of the assumed termination or change in control date of July 31, 2019; (b) executive’s unvested SARs and RSUs at July 31, 2019 would be subject to accelerated vesting on that date (when the closing price per share of our common stock was $246.52); and (c) MIP award payable under the executive severance policy upon a termination following a change in control is equal to the most recent MIP award paid to the executive.
|
(2)
|
Benefits triggered upon termination without cause or resignation for good reason would apply in the same manner following a change in control pursuant to the Company’s executive severance policy when the new owners are bound by the terms of the executive severance policy, except that equity awards would have already accelerated in full upon the change in control event.
|
Plan Category
|
|
(a)
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights(1)(2)
(in thousands)
|
|
(b)
Weighted average
exercise price of
outstanding options,
warrants and rights
|
|
(c)
Number of securities remaining available for future issuance under
equity compensation plans (excluding securities reflected in column (a)) (in thousands)
|
||||
Equity compensation plans approved by security holders
|
|
1,297
|
|
|
$
|
111.12
|
|
|
3,560
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
1,297
|
|
|
$
|
111.12
|
|
|
3,560
|
|
|
(1)
|
Includes 168,000 RSUs that are not included in the calculation of the Weighted-Average Exercise Price in column (b).
|
(2)
|
Includes the gross number of shares underlying outstanding SARs. Upon the exercise of a SAR, the actual number of shares we will issue to the participant is equal the quotient of (i) the product of (x) the excess of the per share fair market value of our common stock on the date of exercise over the exercise price, multiplied by (y) the number of SARs exercised, divided by (ii) the per share fair market value of our common stock on the date of exercise, less any shares withheld to cover payment of applicable tax withholding obligations.
|
PROPOSAL 2. RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
PROPOSAL 3. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
|
•
|
Emphasizing Pay-for-Performance. Emphasize pay-for-performance by tying annual and long-term compensation incentives to achievement of specified performance objectives or overall stock performance.
|
•
|
Attracting, Retaining and Motivating. Attract, retain and motivate talented executives who will determine our long-term success through a program competitive with compensation paid by companies in the same market for executive talent.
|
•
|
Rewarding Contributions and Creating Long-Term Value. Recognize and reward contributions of all employees, including executive officers, in achieving strategic goals and business objectives, while aligning the program with stockholder interests.
|
THE ANNUAL MEETING AND VOTING – QUESTIONS AND ANSWERS
|
•
|
providing timely delivery of a later-dated proxy (including by telephone or Internet vote);
|
•
|
providing timely written notice of revocation to our Secretary at 390 Interlocken Crescent, Broomfield, Colorado 80021; or
|
•
|
attending the annual meeting and voting in person.
|
STOCKHOLDER PROPOSALS FOR 2020 ANNUAL MEETING
|
HOUSEHOLDING OF PROXY MATERIALS
|
OTHER MATTERS
|
1 Year Vail Resorts Chart |
1 Month Vail Resorts Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions