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Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
2023 Pay Versus Performance
In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Act, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and company performance for the fiscal years listed below. This pay versus performance disclosure should not be deemed incorporated by reference into any other filing under the Securities Act of 1933 or the Exchange Act of 1934.
2023 Pay Versus Performance Table
Year
(a)
Summary
Compen-
sation
Table
Total for
PEO 1(1)
($)(b)
Compen-
sation
Actually
Paid to
PEO 1(1),(2),(3)
($)(c)
Summary
Compen-
sation
Table
Total for
PEO 2(1)
($)(b)
Compen-
sation
Actually
Paid
to
PEO 2(1),(2),(3)
($)(c)
Average
Summary
Compen-
sation
Table
Total for
non-PEO
NEOs(1)
($)(c)
Average
Compen-
sation
Actually
Paid
to non-
PEO
NEOs(1),(2),(3)
($)(e)
Value of Initial
Fixed $100
Investment
based on(4):
Net
Income
($ millions)
(h)
AFFO
Available
to
Common
Stock-
holders
and Unit
Holders(5)
($ millions)
(i)
TSR
($)(f)
Peer
Group
TSR
($)(g)
2023
6,015,205
10,397,228
2,406,619
5,315,520
136.43
113.35
342
473.1
2022
7,761,196
6,710,784
2,902,402
2,733,528
97.30
99.67
135
363.5
2021
11,176,606
15,683,430
2,790,546
3,712,300
108.93
131.78
(195)
52.0
2020
4,443,270
1,624,068
1,363,271
782,922
80.26
92.00
(461)
(149.6)
(1)
Colin Reed was our PEO for the 2020-2022 fiscal years. Mark Fioravanti was our PEO for the 2023 fiscal year. The individuals comprising the non-PEO NEOs for each fiscal year presented are listed below.
2020 – 2022
2023
Mark Fioravanti
Colin Reed
Jennifer Hutcheson
Jennifer Hutcheson
Patrick Chaffin
Patrick Chaffin
Scott Lynn
Scott Lynn
(2)
The amounts shown for Compensation Actually Paid (CAP) have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the company’s PEO and non-PEO NEOs. These amounts reflect the Summary Compensation Table total with certain adjustments as described in footnote 3 below.
(3)
Compensation Actually Paid (CAP) reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table.
Year
Summary
Compensation
Table
Total for
PEO
($)
Exclusion of
Stock
Awards for
PEO
($)
Inclusion of
Equity
Values for
PEO
($)
Compensation
Actually Paid
(CAP) to
PEO
($)
2023
6,015,205
(2,857,285)
7,239,308
10,397,228
Year
Average
Summary
Compensation
Table
Total for
Non-PEO
NEOs
($)
Average
Exclusion of
Stock
Awards for
Non-PEO
NEOs
($)
Average
Inclusion
of Equity
Values for
Non-PEO
NEOs
($)
Compensation
Actually Paid
(CAP) to
Non-PEO
NEOs
($)
2023
2,406,619
(890,722)
3,799,623
5,315,520
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables.
Year
Year-End
Fair Value
of Equity
Awards
Granted
During
Year That
Remained
Unvested
as of Last
Day of
Year for
PEO
($)
Change in
Fair Value
from Last
Day of
Prior Year
to Last
Day of
Year of
Unvested
Equity for
PEO
($)
Vesting-
Date Fair
Value of
Equity
Awards
Granted
During
Year that
Vested
During
Year for
PEO
($)
Change in
Fair Value
from Last
Day of
Prior Year
to Vesting
Date of
Unvested
Equity
Awards
that Vested
During
Year for
PEO
($)
Fair Value
at Last
Day of
Prior Year
of Equity
Awards
Forfeited
During
Year for
PEO
($)
Value of
Dividends
or Other
Earnings
Paid on
Equity
Awards
Not
Otherwise
Included
for PEO
($)
Total – Inclusion
of Equity Values
for PEO
($)
2023
4,163,981
2,940,638
134,689
7,239,308
Year
Average
Year-End
Fair Value
of Equity
Awards
Granted
During
Year That
Remained
Unvested
as of Last
Day of
Year for
Non-PEO
NEOs
($)
Change in
Fair Value
from Last
Day of
Prior Year
to Last
Day of
Year of
Unvested
Equity for
Non-PEO
NEOs
($)
Vesting-
Date Fair
Value of
Equity
Awards
Granted
During
Year that
Vested
During
Year for
Non-PEO
NEOs
($)
Change in
Fair Value
from Last
Day of
Prior Year
to Vesting
Date of
Unvested
Equity
Awards
that Vested
During
Year for
Non-PEO
NEOs
($)
Fair Value
at Last
Day of
Prior Year
of Equity
Awards
Forfeited
During
Year for
Non-PEO
NEOs
($)
Value of
Dividends
or Other
Earnings
Paid on
Equity
Awards
Not
Otherwise
Included
for Non-
PEO
NEOs
($)
Total – Inclusion
of Equity Values
for Non-PEO
NEOs
($)
2023
1,298,000
2,381,109
120,514
3,799,623
(4)
The Peer Group Total Stockholder Return (TSR) set forth in this table utilizes the FTSE NAREIT Equity REITs Index, which we also utilize in the stock performance graph required by Item 201(e) of SEC Regulation S-K included in our 2023 annual
report to stockholders. The comparison assumes $100 was invested for the period starting December 31, 2019 through the end of the listed year in the company and in the FTSE NAREIT Equity REITs Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
(5)
We determined Adjusted Funds from Operations (AFFO) available to common stockholders and unit holders to be the most important financial performance measure used to link company performance to Compensation Actually Paid (CAP) to our PEO and non-PEO NEOs in 2023 since, as described in the Compensation Discussion and Analysis above, this metric represents the largest component of the financial performance goals established for our 2023 short-term cash incentive compensation plan. AFFO available to common stockholders and unit holders is a non-GAAP financial measure. For a definition of AFFO available to common stockholders and unit holders and a reconciliation of this non-GAAP financial measure to consolidated net income (the most comparable GAAP financial measure), and an explanation of why we believe AFFO available to common stockholders and unit holders presents useful information to investors, see Appendix A. We may determine a different financial performance measure to be the most important financial performance measure in future years.
     
Company Selected Measure Name AFFO available to common stockholders and unit holders      
Named Executive Officers, Footnote
(1)
Colin Reed was our PEO for the 2020-2022 fiscal years. Mark Fioravanti was our PEO for the 2023 fiscal year. The individuals comprising the non-PEO NEOs for each fiscal year presented are listed below.
2020 – 2022
2023
Mark Fioravanti
Colin Reed
Jennifer Hutcheson
Jennifer Hutcheson
Patrick Chaffin
Patrick Chaffin
Scott Lynn
Scott Lynn
     
Peer Group Issuers, Footnote
(4)
The Peer Group Total Stockholder Return (TSR) set forth in this table utilizes the FTSE NAREIT Equity REITs Index, which we also utilize in the stock performance graph required by Item 201(e) of SEC Regulation S-K included in our 2023 annual
report to stockholders. The comparison assumes $100 was invested for the period starting December 31, 2019 through the end of the listed year in the company and in the FTSE NAREIT Equity REITs Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
     
PEO Total Compensation Amount $ 6,015,205      
PEO Actually Paid Compensation Amount $ 10,397,228      
Adjustment To PEO Compensation, Footnote
(3)
Compensation Actually Paid (CAP) reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table.
Year
Summary
Compensation
Table
Total for
PEO
($)
Exclusion of
Stock
Awards for
PEO
($)
Inclusion of
Equity
Values for
PEO
($)
Compensation
Actually Paid
(CAP) to
PEO
($)
2023
6,015,205
(2,857,285)
7,239,308
10,397,228
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables.
Year
Year-End
Fair Value
of Equity
Awards
Granted
During
Year That
Remained
Unvested
as of Last
Day of
Year for
PEO
($)
Change in
Fair Value
from Last
Day of
Prior Year
to Last
Day of
Year of
Unvested
Equity for
PEO
($)
Vesting-
Date Fair
Value of
Equity
Awards
Granted
During
Year that
Vested
During
Year for
PEO
($)
Change in
Fair Value
from Last
Day of
Prior Year
to Vesting
Date of
Unvested
Equity
Awards
that Vested
During
Year for
PEO
($)
Fair Value
at Last
Day of
Prior Year
of Equity
Awards
Forfeited
During
Year for
PEO
($)
Value of
Dividends
or Other
Earnings
Paid on
Equity
Awards
Not
Otherwise
Included
for PEO
($)
Total – Inclusion
of Equity Values
for PEO
($)
2023
4,163,981
2,940,638
134,689
7,239,308
     
Non-PEO NEO Average Total Compensation Amount $ 2,406,619 $ 2,902,402 $ 2,790,546 $ 1,363,271
Non-PEO NEO Average Compensation Actually Paid Amount $ 5,315,520 2,733,528 3,712,300 782,922
Adjustment to Non-PEO NEO Compensation Footnote
(3)
Compensation Actually Paid (CAP) reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table.
Year
Average
Summary
Compensation
Table
Total for
Non-PEO
NEOs
($)
Average
Exclusion of
Stock
Awards for
Non-PEO
NEOs
($)
Average
Inclusion
of Equity
Values for
Non-PEO
NEOs
($)
Compensation
Actually Paid
(CAP) to
Non-PEO
NEOs
($)
2023
2,406,619
(890,722)
3,799,623
5,315,520
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables.
Year
Average
Year-End
Fair Value
of Equity
Awards
Granted
During
Year That
Remained
Unvested
as of Last
Day of
Year for
Non-PEO
NEOs
($)
Change in
Fair Value
from Last
Day of
Prior Year
to Last
Day of
Year of
Unvested
Equity for
Non-PEO
NEOs
($)
Vesting-
Date Fair
Value of
Equity
Awards
Granted
During
Year that
Vested
During
Year for
Non-PEO
NEOs
($)
Change in
Fair Value
from Last
Day of
Prior Year
to Vesting
Date of
Unvested
Equity
Awards
that Vested
During
Year for
Non-PEO
NEOs
($)
Fair Value
at Last
Day of
Prior Year
of Equity
Awards
Forfeited
During
Year for
Non-PEO
NEOs
($)
Value of
Dividends
or Other
Earnings
Paid on
Equity
Awards
Not
Otherwise
Included
for Non-
PEO
NEOs
($)
Total – Inclusion
of Equity Values
for Non-PEO
NEOs
($)
2023
1,298,000
2,381,109
120,514
3,799,623
     
Compensation Actually Paid vs. Total Shareholder Return
Description of the Relationships Between Executive Compensation Actually Paid (CAP) and Metrics on the Pay Versus Performance Table
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid (CAP), Company Total Shareholder Return (TSR) and Peer Group TSR
The following chart sets forth the relationship between Compensation Actually Paid (CAP) to our PEOs, the average of Compensation Actually Paid (CAP) to our non-PEO NEOs, the company’s cumulative TSR over the four most recently completed fiscal years, and the cumulative TSR for the FTSE NAREIT Equity REITs Index over same period.

     
Compensation Actually Paid vs. Net Income
Description of the Relationships Between Executive Compensation Actually Paid (CAP) and Metrics on the Pay Versus Performance Table
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid (CAP) and Net Income
The following chart sets forth the relationship between Compensation Actually Paid (CAP) to our PEOs, the average of Compensation Actually Paid (CAP) to our non-PEO NEOs, and the company’s net income during the four most recently completed fiscal years.

     
Compensation Actually Paid vs. Company Selected Measure
Description of the Relationships Between Executive Compensation Actually Paid (CAP) and Metrics on the Pay Versus Performance Table
Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid (CAP) and AFFO Available to Common Stockholders and Unit Holders
The following chart sets forth the relationship between Compensation Actually Paid (CAP) to our PEOs, the average of Compensation Actually Paid (CAP) to our non-PEO NEOs, and the company’s AFFO available to common stockholders and unit holders during the four most recently completed fiscal years.

     
Total Shareholder Return Vs Peer Group
Description of the Relationships Between Executive Compensation Actually Paid (CAP) and Metrics on the Pay Versus Performance Table
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid (CAP), Company Total Shareholder Return (TSR) and Peer Group TSR
The following chart sets forth the relationship between Compensation Actually Paid (CAP) to our PEOs, the average of Compensation Actually Paid (CAP) to our non-PEO NEOs, the company’s cumulative TSR over the four most recently completed fiscal years, and the cumulative TSR for the FTSE NAREIT Equity REITs Index over same period.

     
Tabular List, Table
Tabular List of Most Important Financial Performance Measures
The following table presents the financial performance measures that the company considers to have been the most important in linking Compensation Actually Paid (CAP) to our PEO and our non-PEO NEOs for 2023 to company performance. The measures in this table are not ranked.
Most Important Financial Performance Measures
AFFO Available to Common Stockholders and Unit Holders
Total Consolidated Revenue
Consolidated Adjusted EBITDAre Margin
Relative TSR (Outperformance of 2023 Compensation Peer Group)
Relative TSR (Outperformance of Identified Companies within the FTSE NAREIT Lodging Resorts Index)
     
Total Shareholder Return Amount $ 136.43 97.3 108.93 80.26
Peer Group Total Shareholder Return Amount 113.35 99.67 131.78 92
Net Income (Loss) $ 342,000,000 $ 135,000,000 $ (195,000,000) $ (461,000,000)
Company Selected Measure Amount 473,100,000 363,500,000 52,000,000 (149,600,000)
PEO Name Mark Fioravanti Colin Reed Colin Reed Colin Reed
Measure:: 1        
Pay vs Performance Disclosure        
Name AFFO Available to Common Stockholders and Unit Holders      
Non-GAAP Measure Description
(5)
We determined Adjusted Funds from Operations (AFFO) available to common stockholders and unit holders to be the most important financial performance measure used to link company performance to Compensation Actually Paid (CAP) to our PEO and non-PEO NEOs in 2023 since, as described in the Compensation Discussion and Analysis above, this metric represents the largest component of the financial performance goals established for our 2023 short-term cash incentive compensation plan. AFFO available to common stockholders and unit holders is a non-GAAP financial measure. For a definition of AFFO available to common stockholders and unit holders and a reconciliation of this non-GAAP financial measure to consolidated net income (the most comparable GAAP financial measure), and an explanation of why we believe AFFO available to common stockholders and unit holders presents useful information to investors, see Appendix A. We may determine a different financial performance measure to be the most important financial performance measure in future years.
     
Measure:: 2        
Pay vs Performance Disclosure        
Name Total Consolidated Revenue      
Measure:: 3        
Pay vs Performance Disclosure        
Name Consolidated Adjusted EBITDAre Margin      
Measure:: 4        
Pay vs Performance Disclosure        
Name Relative TSR (Outperformance of 2023 Compensation Peer Group)      
Measure:: 5        
Pay vs Performance Disclosure        
Name Relative TSR (Outperformance of Identified Companies within the FTSE NAREIT Lodging Resorts Index)      
Colin Reed [Member]        
Pay vs Performance Disclosure        
PEO Total Compensation Amount $ 0 $ 7,761,196 $ 11,176,606 $ 4,443,270
PEO Actually Paid Compensation Amount 0 6,710,784 15,683,430 1,624,068
Mark Fioravanti [Member]        
Pay vs Performance Disclosure        
PEO Total Compensation Amount 6,015,205 0 0 0
PEO Actually Paid Compensation Amount 10,397,228 $ 0 $ 0 $ 0
PEO | Stock Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (2,857,285)      
PEO | Equity Values [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 7,239,308      
PEO | Year End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 4,163,981      
PEO | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,940,638      
PEO | Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
PEO | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 134,689      
PEO | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
PEO | Value of Dividends or Other Earnings Paid on Equity Awards not Otherwise Included [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
Non-PEO NEO | Stock Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (890,722)      
Non-PEO NEO | Equity Values [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 3,799,623      
Non-PEO NEO | Year End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,298,000      
Non-PEO NEO | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,381,109      
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
Non-PEO NEO | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 120,514      
Non-PEO NEO | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
Non-PEO NEO | Value of Dividends or Other Earnings Paid on Equity Awards not Otherwise Included [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 0