XML 25 R2.htm IDEA: XBRL DOCUMENT

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

PAY VERSUS PERFORMANCE DISCLOSURE

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid”, or “CAP”, to our named executive officers and certain financial performance metrics. For information concerning the Company’s philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis – 2023 Executive Compensation and Decisions”.

	Year (a)			Summary Compensation Table Total for PEO⁽¹⁾ (b)			Compensation Actually Paid for PEO⁽¹⁾⁽³⁾ (c)			Average Summary Compensation Table Total for Non- PEO Named Executive Officers⁽²⁾ (d)			Average Compensation Actually Paid for Non- PEO Named Executive Officers⁽²⁾⁽³⁾ (e)			Value of Initial Fixed $100 Investment Based on:						Net Income (h)			Economic Adjusted EBITDA⁽⁵⁾ (j)
	Year (a)			Summary Compensation Table Total for PEO⁽¹⁾ (b)			Compensation Actually Paid for PEO⁽¹⁾⁽³⁾ (c)									Company TSR (f)			Peer Group TSR⁽⁴⁾ (g)			Net Income (h)			Economic Adjusted EBITDA⁽⁵⁾ (j)
	2023			$9,794,601			$6,730,057			$2,788,345			$2,021,738			$104.26			$136.09			$313M			$1,026M
	2022			$10,608,845			$7,231,251			$3,713,962			$3,209,375			$73.96			$79.94			$352M			$1,049M
	2021			$17,455,265			$24,438,040			$5,320,316			$7,288,365			$166.22			$111.49			$176M			$640M
	2020			$6,956,774			$2,576,295			$2,103,890			$1,526,890			$91.16			$101.75			$(201)M			$106M

(1)	The principal executive officer (the “PEO”) for each of 2023, 2022, 2021 and 2020 is Mr. Wang.

(2)	The non-PEO named executive officers (the “non-PEO NEOs”) for each applicable year include the following individuals:

2022 and 2023:			Messrs. Mathewes, Gurnik, Corbin, and Brizi.
2021:			Messrs. Mathewes, Gurnik, Corbin and Brizi, as well as Mr. DeLorenzo and Mr. Stan R. Soroka. Effective as of August 2, 2021, Messrs. DeLorenzo and Soroka were no longer “executive officers” within the meaning of Rule 3b-7 under the Securities Exchange Act of 1934, as amended. Mr. Soroka separated from the Company effective December 31, 2022.
2020:			Messrs. Mathewes and Corbin, as well as Mr. DeLorenzo, Ms. Sherri A. Silver, and Ms. Barbara L. Hollkamp. Ms. Silver and Ms. Hollkamp separated from the Company effective as of August 3, 2021 and July 31, 2020, respectively.

(3)

The dollar amounts reported in columns (c) and (e) represent the “compensation actually paid”, or “CAP”, to the PEO and the Non-PEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO or the Non-PEO NEOs, respectively, during the applicable year. To calculate CAP for the PEO and average CAP for the Non-PEO NEOs, the following amounts were deducted from and added to Summary Compensation Table total compensation:

PEO Equity Component of CAP^(a)

				Subtracted:			Added:												Subtracted:			Added:
				Grant Date Fair Value of Awards Granted in the Year($)^(b)			Year End Fair Value of Unvested Equity Awards Granted in the Year ($)^(c)(d)			Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($)^(c)(d)			Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)^(c)(d)			Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)^(c)(d)			Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)^(c)(d)			Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($)			Total Equity Award Adjustments ($)
	2023			$6,851,639			$4,321,739			$(1,508,215)			$0			$973,571			$0			$0			$(3,064,544)
	2022			$6,519,985			$5,897,247			$(2,712,140)			$0			$(42,716)			$0			$0			$(3,377,594)
	2021			$14,159,967			$18,293,765			$2,108,590			$0			$740,387			$0			$0			$6,982,775
	2020			$5,171,691			$2,642,054			$(38,010)			$0			$(1,812,832)			$0			$0			$(4,380,479)

Non-PEO NEO Equity Component of CAP^(a)

				Subtracted:			Added:												Subtracted:			Added:
				Average Grant Date Fair Value of Awards Granted in the Year($)^(b)			Average Year End Fair Value of Unvested Equity Awards Granted in the Year ($)^(c)(d)			Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards ($)^(c)(d)			Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)^(c)(d)			Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)^(c)(d)			Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)(^c)(d)			Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($)			Total Average Equity Award Adjustments ($)
	2023			$1,635,011			$1,031,297			$(578,316)			$0			$415,423			$0			$0			$(766,607)
	2022			$1,932,553			$1,612,586			$(146,092)			$0			$(38,529)			$0			$0			$(504,588)
	2021			$3,674,324			$4,781,582			$608,065			$0			$252,726			$0			$0			$1,968,049
	2020			$1,063,275			$780,684			$(6,821)			$0			$(287,589)			$0			$0			$(577,000)

(a)	There are no pension benefits for the PEO or the Non-PEO NEOs.

(b)	Represents the grant date fair value of equity-based awards granted each year.

(c)

The fair value of the stock options was determined using the Black Scholes model, which is consistent with the fair value methodology used to account for share-based payments in our financial statements. The assumptions used in calculating the fair value of the stock options did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table for the applicable years.

(d)

The fair value of the Service RSUs was determined based on the stock price on the applicable valuation dates. The fair value of the Performance RSUs and the Diamond Acquisition Incentive Awards was determined based on the probable outcome of the performance condition and the stock price on the applicable valuation dates. The assumptions used in calculating the fair value of the Service RSUs, the Performance RSUs and the Diamond Acquisition Incentive Awards did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table for the applicable year, except that the fair value calculations of (i) the 2021 Performance RSUs and the Diamond Acquisition Incentive Awards as of December 31, 2022 and 2021, assumed a payout between target and maximum performance, which was the probable outcome of the applicable performance conditions as of December 31, 2022 and 2021, respectively, and (ii) the 2022 Performance RSUs as of December 31, 2022 assumed a payout at maximum performance, which was the probable outcome of the applicable performance conditions as of December 31, 2022, in each case compared to the grant date fair value calculations of such Performance RSUs, which assumed a payout at target. The fair value calculation used herein is consistent with the fair value methodology used to account for share- based payments in our financial statements.

(4)	The peer group that we used for purposes of this disclosure is the Dow Jones US Travel & Leisure Total Return Index GICS Level 2(DJUSGCT), the same index used for our performance graph disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.

(5)	Our company selected measure is Economic Adjusted EBITDA, which is calculated as described in Appendix A in this proxy statement.

Company Selected Measure Name

Economic Adjusted EBITDA

Named Executive Officers, Footnote

(1)	The principal executive officer (the “PEO”) for each of 2023, 2022, 2021 and 2020 is Mr. Wang.

(2)	The non-PEO named executive officers (the “non-PEO NEOs”) for each applicable year include the following individuals:

2022 and 2023:			Messrs. Mathewes, Gurnik, Corbin, and Brizi.
2021:			Messrs. Mathewes, Gurnik, Corbin and Brizi, as well as Mr. DeLorenzo and Mr. Stan R. Soroka. Effective as of August 2, 2021, Messrs. DeLorenzo and Soroka were no longer “executive officers” within the meaning of Rule 3b-7 under the Securities Exchange Act of 1934, as amended. Mr. Soroka separated from the Company effective December 31, 2022.
2020:			Messrs. Mathewes and Corbin, as well as Mr. DeLorenzo, Ms. Sherri A. Silver, and Ms. Barbara L. Hollkamp. Ms. Silver and Ms. Hollkamp separated from the Company effective as of August 3, 2021 and July 31, 2020, respectively.

Peer Group Issuers, Footnote

(4)	The peer group that we used for purposes of this disclosure is the Dow Jones US Travel & Leisure Total Return Index GICS Level 2(DJUSGCT), the same index used for our performance graph disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.

PEO Total Compensation Amount

$ 9,794,601

$ 10,608,845

$ 17,455,265

$ 6,956,774

PEO Actually Paid Compensation Amount

$ 6,730,057

7,231,251

24,438,040

2,576,295

Adjustment To PEO Compensation, Footnote

(3)

The dollar amounts reported in columns (c) and (e) represent the “compensation actually paid”, or “CAP”, to the PEO and the Non-PEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO or the Non-PEO NEOs, respectively, during the applicable year. To calculate CAP for the PEO and average CAP for the Non-PEO NEOs, the following amounts were deducted from and added to Summary Compensation Table total compensation:

PEO Equity Component of CAP^(a)

				Subtracted:			Added:												Subtracted:			Added:
				Grant Date Fair Value of Awards Granted in the Year($)^(b)			Year End Fair Value of Unvested Equity Awards Granted in the Year ($)^(c)(d)			Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($)^(c)(d)			Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)^(c)(d)			Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)^(c)(d)			Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)^(c)(d)			Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($)			Total Equity Award Adjustments ($)
	2023			$6,851,639			$4,321,739			$(1,508,215)			$0			$973,571			$0			$0			$(3,064,544)
	2022			$6,519,985			$5,897,247			$(2,712,140)			$0			$(42,716)			$0			$0			$(3,377,594)
	2021			$14,159,967			$18,293,765			$2,108,590			$0			$740,387			$0			$0			$6,982,775
	2020			$5,171,691			$2,642,054			$(38,010)			$0			$(1,812,832)			$0			$0			$(4,380,479)

(a)	There are no pension benefits for the PEO or the Non-PEO NEOs.

(b)	Represents the grant date fair value of equity-based awards granted each year.

(c)

The fair value of the stock options was determined using the Black Scholes model, which is consistent with the fair value methodology used to account for share-based payments in our financial statements. The assumptions used in calculating the fair value of the stock options did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table for the applicable years.

(d)

The fair value of the Service RSUs was determined based on the stock price on the applicable valuation dates. The fair value of the Performance RSUs and the Diamond Acquisition Incentive Awards was determined based on the probable outcome of the performance condition and the stock price on the applicable valuation dates. The assumptions used in calculating the fair value of the Service RSUs, the Performance RSUs and the Diamond Acquisition Incentive Awards did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table for the applicable year, except that the fair value calculations of (i) the 2021 Performance RSUs and the Diamond Acquisition Incentive Awards as of December 31, 2022 and 2021, assumed a payout between target and maximum performance, which was the probable outcome of the applicable performance conditions as of December 31, 2022 and 2021, respectively, and (ii) the 2022 Performance RSUs as of December 31, 2022 assumed a payout at maximum performance, which was the probable outcome of the applicable performance conditions as of December 31, 2022, in each case compared to the grant date fair value calculations of such Performance RSUs, which assumed a payout at target. The fair value calculation used herein is consistent with the fair value methodology used to account for share- based payments in our financial statements.

Non-PEO NEO Average Total Compensation Amount

$ 2,788,345

3,713,962

5,320,316

2,103,890

Non-PEO NEO Average Compensation Actually Paid Amount

$ 2,021,738

3,209,375

7,288,365

1,526,890

Adjustment to Non-PEO NEO Compensation Footnote

(3)

The dollar amounts reported in columns (c) and (e) represent the “compensation actually paid”, or “CAP”, to the PEO and the Non-PEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO or the Non-PEO NEOs, respectively, during the applicable year. To calculate CAP for the PEO and average CAP for the Non-PEO NEOs, the following amounts were deducted from and added to Summary Compensation Table total compensation:

Non-PEO NEO Equity Component of CAP^(a)

				Subtracted:			Added:												Subtracted:			Added:
				Average Grant Date Fair Value of Awards Granted in the Year($)^(b)			Average Year End Fair Value of Unvested Equity Awards Granted in the Year ($)^(c)(d)			Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards ($)^(c)(d)			Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)^(c)(d)			Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)^(c)(d)			Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)(^c)(d)			Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($)			Total Average Equity Award Adjustments ($)
	2023			$1,635,011			$1,031,297			$(578,316)			$0			$415,423			$0			$0			$(766,607)
	2022			$1,932,553			$1,612,586			$(146,092)			$0			$(38,529)			$0			$0			$(504,588)
	2021			$3,674,324			$4,781,582			$608,065			$0			$252,726			$0			$0			$1,968,049
	2020			$1,063,275			$780,684			$(6,821)			$0			$(287,589)			$0			$0			$(577,000)

(a)	There are no pension benefits for the PEO or the Non-PEO NEOs.

(b)	Represents the grant date fair value of equity-based awards granted each year.

(c)

The fair value of the stock options was determined using the Black Scholes model, which is consistent with the fair value methodology used to account for share-based payments in our financial statements. The assumptions used in calculating the fair value of the stock options did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table for the applicable years.

(d)

The fair value of the Service RSUs was determined based on the stock price on the applicable valuation dates. The fair value of the Performance RSUs and the Diamond Acquisition Incentive Awards was determined based on the probable outcome of the performance condition and the stock price on the applicable valuation dates. The assumptions used in calculating the fair value of the Service RSUs, the Performance RSUs and the Diamond Acquisition Incentive Awards did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table for the applicable year, except that the fair value calculations of (i) the 2021 Performance RSUs and the Diamond Acquisition Incentive Awards as of December 31, 2022 and 2021, assumed a payout between target and maximum performance, which was the probable outcome of the applicable performance conditions as of December 31, 2022 and 2021, respectively, and (ii) the 2022 Performance RSUs as of December 31, 2022 assumed a payout at maximum performance, which was the probable outcome of the applicable performance conditions as of December 31, 2022, in each case compared to the grant date fair value calculations of such Performance RSUs, which assumed a payout at target. The fair value calculation used herein is consistent with the fair value methodology used to account for share- based payments in our financial statements.

Compensation Actually Paid vs. Total Shareholder Return

CAP versus TSR and Peer Group TSR

Compensation Actually Paid vs. Net Income

CAP versus Net Income

Compensation Actually Paid vs. Company Selected Measure

CAP versus Economic Adjusted EBITDA

Total Shareholder Return Vs Peer Group

CAP versus TSR and Peer Group TSR

Tabular List, Table

Required Tabular Disclosure of Most Important Measures used by the Company to link CAP to the Company’s NEOs for 2022

Economic Adjusted EBITDA

Contract Sales

Cash Flow Conversion

Total Shareholder Return Amount

$ 104.26

73.96

166.22

91.16

Peer Group Total Shareholder Return Amount

136.09

79.94

111.49

101.75

Net Income (Loss)

$ 313,000,000

$ 352,000,000

$ 176,000,000

$ (201,000,000)

Company Selected Measure Amount

1,026,000,000

1,049,000,000

640,000,000

106,000,000

Mr. Wang

Mr. Wang

Mr. Wang

Mr. Wang

Pay vs Performance Disclosure

Economic Adjusted EBITDA

Non-GAAP Measure Description

(5)	Our company selected measure is Economic Adjusted EBITDA, which is calculated as described in Appendix A in this proxy statement.

Pay vs Performance Disclosure

Contract Sales

Pay vs Performance Disclosure

Cash Flow Conversion

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ (3,064,544)

$ (3,377,594)

$ 6,982,775

$ (4,380,479)

PEO | Grant Date Fair Value of Awards Granted in the Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(6,851,639)

(6,519,985)

(14,159,967)

(5,171,691)

PEO | Year End Fair Value of Unvested Equity Awards Granted in the Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

4,321,739

5,897,247

18,293,765

2,642,054

PEO | Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(1,508,215)

(2,712,140)

2,108,590

(38,010)

PEO | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

0

PEO | Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

973,571

(42,716)

740,387

(1,812,832)

PEO | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

0

PEO | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

0

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(766,607)

(504,588)

1,968,049

(577,000)

Non-PEO NEO | Grant Date Fair Value of Awards Granted in the Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(1,635,011)

(1,932,553)

(3,674,324)

(1,063,275)

Non-PEO NEO | Year End Fair Value of Unvested Equity Awards Granted in the Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

1,031,297

1,612,586

4,781,582

780,684

Non-PEO NEO | Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(578,316)

(146,092)

608,065

(6,821)

Non-PEO NEO | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

0

Non-PEO NEO | Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

415,423

(38,529)

252,726

(287,589)

Non-PEO NEO | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

0

Non-PEO NEO | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ 0

$ 0

$ 0

$ 0