Filed by the Registrant ☒ | | | Filed by a Party other than the Registrant ☐ | |
Filed by the Registrant ☒ | | | Filed by a Party other than the Registrant ☐ | |
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Leonard A. Potter | | | Mark D. Wang |
Chairperson of the Board of Directors | | | President and Chief Executive Officer |
Hilton Grand Vacations | | | 2024 PROXY STATEMENT |
WHEN: | | | May 8, 2024, 8 a.m., Central Time |
WHERE: | | | Big Cedar Lodge, Cedar Creek B, 190 Top of the Rock Road, Ridgedale, MO 65739 |
1. | To elect the nine (9) director nominees named in the accompanying Proxy Statement to serve until the annual meeting of stockholders in 2025. |
2. | To ratify the appointment of Ernst & Young LLP as independent auditors of the Company for the 2024 fiscal year. |
3. | To hold a non-binding advisory vote to approve the compensation of our named executive officers. |
4. | To transact such other business as may properly come before the Annual Meeting and any postponements or adjournments thereof. |
Hilton Grand Vacations | | | 2024 PROXY STATEMENT |
Hilton Grand Vacations | | | 2024 PROXY STATEMENT |
Stockholders are being asked to vote on the following matters at the Annual Meeting: | | | Our Board’s Recommendations |
| | ||
Proposal No. 1: Election of Nine (9) Director Nominees | | | FOR Each Director Nominee |
The Board unanimously believes that all of the director nominees listed in this Proxy Statement have the requisite qualifications to provide effective oversight of our business and management. | | | Pg. 6 |
| | ||
Proposal No. 2: Ratification of the Appointment of Ernst & Young LLP as Independent Auditors of the Company for the 2024 Fiscal Year | | | FOR |
The Board unanimously believes that the retention of Ernst & Young LLP as our independent auditors for the 2024 fiscal year is in the best interests of the Company and our stockholders. | | | Pg. 27 |
| | ||
Proposal No. 3: Non-Binding Advisory Vote on Executive Compensation | | | FOR |
We are seeking a non-binding advisory vote to approve the 2023 compensation paid to our named executive officers, which is described in the section of this Proxy Statement entitled “Executive Compensation”. | | | Pg. 29 |
Hilton Grand Vacations | | | 2024 PROXY STATEMENT |
| RECORD OWNERS * | | | BENEFICIAL OWNERS * | ||||
| (your shares are registered on the books of the Company) | | | (your shares are held by a broker or other financial institution) | ||||
| ![]() | | | Via the Internet Visit www.proxyvote.com | | | ![]() | Via the Internet † Visit www.proxyvote.com |
| ![]() | | | By phone Call 1-800-690-6903 or the telephone number on your proxy card | | | ![]() | By phone † Call 1-800-454-8683 or the telephone number on your voting instruction form |
| ![]() | | | By mail Sign, date and return your proxy card | | | ![]() | By mail Sign, date and return your voting instruction form |
* | All record owners may vote at the Annual Meeting. Beneficial owners may vote at the Annual Meeting if they obtain a legal proxy from their broker or other financial institution before the Annual Meeting. See Questions 7 and 21 in the Questions and Answers section below for information about attending and voting at the Annual Meeting. |
† | Not all beneficial owners may be able to vote at the web address and phone number provided above. If your 16-digit number is not recognized, please refer to the information provided by your broker or other financial institution for voting information. |
RECORD OWNERS | | | BENEFICIAL OWNERS |
(your shares are registered on the books of the Company) | | | (your shares are held by a broker or other financial institution) |
Online — Online voting will end at 11:59 p.m., Eastern Time, on May 7, 2024. | | | Online — Online voting will end at 11:59 p.m., Eastern Time, on May 7, 2024. |
By Telephone — Telephone voting facilities will close at 11:59 p.m., Eastern Time, on May 7, 2024. | | | By Telephone — Telephone voting facilities will close at 11:59 p.m., Eastern Time, on May 7, 2024. |
By Mail — Your proxy card must be received on or before 5:00 p.m., Eastern Time, on May 7, 2024. | | | By Mail — Your voting instructions must be received by the broker’s or other financial institution’s deadline, which can be found in the information provided by your broker or other financial institution. |
Hilton Grand Vacations | | | 2 | | | 2024 PROXY STATEMENT |
RECORD OWNERS | | | BENEFICIAL OWNERS |
(your shares are registered on the books of the Company) | | | (your shares are held by a broker or other financial institution) |
• Send a written statement to our Corporate Secretary to the effect that you are revoking a proxy; the statement must be received no later than May 7, 2024; or • Vote again online or by telephone, before 11:59 p.m., Eastern Time, on May 7, 2024; or • Mail a properly signed proxy card, with a later date, to the address above; Such later-dated proxy card must be received no later than 5:00 p.m., Eastern Time, on May 7, 2024; or • Attend the Annual Meeting on May 8, 2024, where you can revoke your proxy and vote in person. | | | • Submit new voting instructions by contacting your broker or other financial institution; or • Change your vote at the Annual Meeting by following instructions provided at the meeting; provided, however, that you first obtain a signed proxy from your broker or other financial institution giving you the right to vote the shares at the Annual Meeting. |
Hilton Grand Vacations | | | 3 | | | 2024 PROXY STATEMENT |
Hilton Grand Vacations | | | 4 | | | 2024 PROXY STATEMENT |
• | 11 roadshows and broker-sponsored conferences, meeting with nearly 175 investors; and |
• | nearly 185 investor calls made or received over the course of the year. |
• | the annual election of directors; |
• | the annual advisory vote to approve executive compensation; |
• | the ability to attend and voice opinions at the Annual Meeting; and |
• | the ability to direct communications to individual directors or the entire Board. |
• | formalized governance “best practices” in Board committee charters, such as a mandatory annual review of the committee charters; |
• | board-level oversight of our sustainability, corporate social responsibility and corporate citizenship practices; |
• | company-wide social responsibility and community engagement programs through HGV Serves; |
• | included performance-based RSU component to our annual long-term incentive compensation design for our executive officers to better align overall corporate performance over a three-year period with long-term compensation; and |
• | included on an annual basis CEO reported and realizable pay disclosure. |
Hilton Grand Vacations | | | 5 | | | 2024 PROXY STATEMENT |
| Mark D. Wang | | | Brenda J. Bacon | | | Mark H. Lazarus | | | David Sambur | | | Paul W. Whetsell | |
| Leonard A. Potter | | | David W. Johnson | | | Pamela H. Patsley | | | Alex van Hoek | |
Mark Wang |
Mark D. Wang, 66, has served as a director since May 2016, and he has served as our President and Chief Executive Officer (“CEO”) since the spin-off from Hilton Worldwide in January 2017. Prior to the spin-off, from March 2008 through December 2016, Mr. Wang served as Executive Vice President and President of Hilton Grand Vacations, a wholly-owned subsidiary of Hilton Worldwide, overseeing all of Hilton global timeshare operations; and before such position, Mr. Wang was head of HGV Asia for Hilton. He first joined Hilton in 1999, as the managing director of Hawaii and Asia Pacific; and he has held a series of senior management positions within HGV. During Mr. Wang’s time as president of HGV, he also served as executive vice president of Hilton’s executive committee; and held a dual role as president of Global Sales for Hilton’s hotel division from 2013 to 2014. Mr. Wang led Hilton’s inaugural Asia-Pacific Islander Team Member Resource Group. Under Mr. Wang’s leadership, HGV has experienced sustained growth; and he transformed the business into a capital-efficient model. With over 35 years of industry experience, Mr. Wang has earned a reputation as an innovator who brought new, highly effective sales and marketing techniques to the timeshare industry. In 1987, he introduced the U.S. vacation ownership product to the Japanese market. Prior to joining HGV, Mr. Wang co-founded three independent timeshare companies, where he served as president and chief operating officer of each. Mr. Wang currently serves on the board of directors of the American Resort Development Association (“ARDA”). He has been a member of ARDA’s board of directors and served on ARDA’s executive committee since 2008 and served as the chairman of the board of directors from 2017-2019. Mr. Wang served as the vice chairperson of ARDA-Hawaii, an ARDA State Legislative Committee, for six years. |
Hilton Grand Vacations | | | 6 | | | 2024 PROXY STATEMENT |
Qualifications, Attributes, Skills, and Experience: Mr. Wang’s extensive experience in senior leadership roles in the timeshare industry provides our Board with valuable industry-specific knowledge and expertise. In addition, Mr. Wang’s current role as our President and Chief Executive Officer brings management perspective to Board deliberations and provides valuable context on day-to-day operations. |
Leonard A. Potter |
Leonard A. Potter, 62, has served as the Chairperson of our Board since January 2017. Mr. Potter founded Wildcat Capital Management, LLC, a registered investment advisor, in September 2011 and has served as its president and chief investment officer since inception. Mr. Potter has also served as a founder and senior managing director of Vida Ventures I and II, each a biotech venture fund, since 2017. From 2002 through 2009, Mr. Potter was managing director—private equity at Soros Fund Management LLC (“SFM”) where, from May 2005 through July 2009, he served as co-head of its private equity group and as a member of the private equity investment committee. From July 2009 until September 2011, Mr. Potter served as a consultant to SFM, and as chief investment officer of Salt Creek Hospitality, a private acquirer and owner of hospitality-related assets, which was backed by SFM. From September 1998 until joining SFM in 2002, Mr. Potter was a managing director of Alpine Consolidated LLC, a private merchant bank. From April 1996 through September 1998, Mr. Potter founded and served as a managing director of Capstone Partners LLC, a private merchant bank (“Capstone”). Prior to founding Capstone, Mr. Potter was an attorney specializing in mergers, acquisitions, corporate governance, and corporation finance at Morgan, Lewis & Bockius LLP, and at Willkie Farr & Gallagher LLP. Mr. Potter has served and continues to serve as a director on a number of boards of directors of public and private companies, including SLR Capital Ltd. (NASDAQ: SLRC), SLR Senior Capital Ltd. (NASDAQ: SUNS) and SuRo Capital Corporation (NASDAQ: SSSS). Mr. Potter has prior board of directors experience in the hospitality and vacation ownership industries, having served on the board of directors of Hilton Worldwide from 2008 through 2013, and on the board of directors of Diamond Resorts International, LLC from 2007 through 2010. Mr. Potter received a Bachelor of Arts degree from Brandeis University and a Juris Doctor degree from Fordham University School of Law. |
Qualifications, Attributes, Skills, and Experience: Mr. Potter’s extensive experience as an attorney in the fields of securities law, corporation finance, corporate governance and mergers and acquisitions provides our Board valuable knowledge and insight on regulatory, risk management and business transactions matters. Further, Mr. Potter’s tenure in venture capital, private equity and other investment services activities, and his service on the boards of directors of several public and private companies, including companies in the hospitality and vacation ownership industry, bring capital markets and industry-specific knowledge and expertise to our Board. |
Brenda J. Bacon |
Brenda J. Bacon, 73, has served as a director since January 2017. Ms. Bacon is the past president and chief executive officer of Brandywine Senior Living, Inc., a provider of quality care and services to seniors, which she co-founded in 1996 and sold in 2023. Ms. Bacon grew Brandywine from one location to 32 communities in 7 states, with over 2,500 team members. In 2019, Ms. Bacon was inducted into McKnight’s Women of Distinction Hall of Honor and, in 2022, the American Seniors Housing Association’s Senior Living Hall of Fame. |
Ms. Bacon served as chief of management and planning, a cabinet-level position, under New Jersey Governor James J. Florio from 1989 to 1993. During President Clinton’s first term, Ms. Bacon was on loan to the Presidential Transition Team, as co-chair for the transition of the Department of Health and Human Services. Ms. Bacon is a board member and the past chairman of the board of directors of Argentum (formerly, the Assisted Living Federation of America), where she advocates on behalf of seniors and health care. Ms. Bacon is an independent director of FTI Consulting, Inc. (NYSE: FCN), an independent global business advisory firm dedicated to helping organizations manage change, mitigate risk, and resolve disputes, and serves as chair of FTI’s Nominating and Governance Committee and is a member of its Compensation Committee. In 2013, New Jersey Governor Chris Christie appointed Ms. Bacon to the board of trustees of Rowan University where she serves as chair of the Risk Management Committee and is a member of the University Advancement Committee. In 2023, Governor Phil Murphy reappointed her to the Rowan board. In 2017, Ms. Bacon was honored with the |
Hilton Grand Vacations | | | 7 | | | 2024 PROXY STATEMENT |
Virtua Health Humanitarian Award. Ms. Bacon received her undergraduate degree from Hampton University, and she holds a Master of Business Administration from the Wharton School of the University of Pennsylvania. |
Qualifications, Attributes, Skills, and Experience: Ms. Bacon’s leadership experience and organizational and management skills acquired through her career, including co-founding Brandywine Senior Living, Inc., provides our Board with her extensive financial expertise and a distinctive and entrepreneurial approach. |
David W. Johnson |
David W. Johnson, 62, has served as a director since January 2017. Mr. Johnson has served as co-founder and managing director at Horizon Capital Partners LLC since September 2021. Before this, he served as president and chief executive officer of Aimbridge Hospitality (“Aimbridge”) from April 2003 to September 2021 and oversaw the management of Aimbridge’s portfolio of over 1,600 hotels having approximately $10 billion in annual revenue and over 65,000 employees. Mr. Johnson held senior management positions at Wyndham International, including as president of Wyndham Hotels, overseeing approximately 15,000 employees, with $3 billion in annual revenue. He helped Wyndham grow from 10 hotels to over 500 hotels during his tenure. Currently, Mr. Johnson serves on the owners’ board of directors of the Dallas Stars NHL Franchise. Additionally, he serves as chairman of the board and a member of the audit committee for Sonida Senior Living (NYSE: SNDA). Mr. Johnson previously served on several boards of directors, including Strategic Hotel (NYSE: BEE), where he was also a member of its audit committee and corporate governance committee from 2012 to 2016. From 2009 to 2012, Mr. Johnson served as a director of Gaylord Entertainment (NYSE: GET). He also serves on several nonprofit boards of directors, including the Juvenile Diabetes Research Foundation and the Plano YMCA. He was recognized as a finalist for the Ernst & Young 2014 Entrepreneur of the Year. Mr. Johnson received his undergraduate degree in business economics, with highest honors, from Northeastern Illinois University. |
Qualifications, Attributes, Skills, and Experience: Mr. Johnson’s extensive experience as president and chief executive officer of one of the premier hotel management companies in the United States, as well as his marketing background, provides our Board with valuable insights about the hospitality industry. |
Mark H. Lazarus |
Mark H. Lazarus, 60, has served as a director since January 2017. Since July 2023, Mr. Lazarus has served as the Chairman of NBCUniversal Media Group, overseeing all networks and platforms for NBCU Entertainment and sports and all revenue streams for NBCU, including NBC, Bravo, E!, Oxygen True Crime, SYFY, USA Network, Universal Kids, the company’s streaming service, Peacock, NBC Sports Group, NBC affiliate relation, content distribution, and advertising sales. Previously, Mr. Lazarus served as the chairman of NBCUniversal Television and Streaming, where he was responsible for the company’s television networks and international networks, Direct-to-Consumer business, NBC Sports Group, owned television stationsand NBC affiliate relations. Prior to joining NBCUniversal, Mr. Lazarus was the president of Media and Marketing at CSE, a sports and entertainment company, from 2008 through 2010, and previously served as the president of Turner Entertainment Group, from 2003 through 2008, where he oversaw all aspects of Turner Entertainment Networks. Mr. Lazarus also served as President of Turner Sports from 1999 to 2003. Mr. Lazarus currently serves on the board of governors of the Boys and Girls Clubs of America, and on the board of directors for the Eastlake Foundation. He previously served on the board of directors of Compass Diversified Holdings (NYSE: CODI) from 2006 to 2016 and the board of directors of Cincinnati Bell (NYSE: CBB) from 2009 to 2011. Mr. Lazarus received his Bachelor of Arts from Vanderbilt University. |
Qualifications, Attributes, Skills, and Experience: Mr. Lazarus’ extensive experience in the media industry provides our Board with an important perspective in the areas of marketing and use of media. In addition, Mr. Lazarus’ management and leadership experience provide our Board with guidance on the skills necessary to lead and properly manage our business. |
Hilton Grand Vacations | | | 8 | | | 2024 PROXY STATEMENT |
Pamela H. Patsley |
Pamela H. Patsley, 67, has served as a director since December 2016. Ms. Patsley served as executive chairman of MoneyGram International, Inc. (NYSE: MGI), a P2P payments and money transfer company, from January 2009 to January 2018 and served as its chief executive officer from September 2009 to December 2015. Previously, Ms. Patsley served as senior executive vice president of First Data Corporation (“First Data”) from 2000 to 2007 and president of First Data International from 2002 to 2007. Ms. Patsley retired from those positions in 2007. From 1991 to 2000, Ms. Patsley served as president and chief executive officer of Paymentech, Inc., prior to its acquisition by First Data. Ms. Patsley also previously served as chief financial officer of First USA, Inc. Ms. Patsley currently serves on the boards of directors of Texas Instruments, Inc., where she is a member of the Governance and Stockholders Relations Committee (NASDAQ: TXN), Keurig Dr. Pepper, Inc. where she is a member of the Audit Committee (NYSE: KDP), and Payoneer Global, Inc. where she is a member of the Audit Committee (NASDAQ: PAYO). She served on the boards of directors of ACI Worldwide, Inc. (NASDAQ: ACIW) from 2018 to 2021, Molson Coors Brewing Company from 1996 to 2009, Pegasus Solutions, Inc. from 2002 to 2006, and Paymentech, Inc. from 1995 to 1999. Ms. Patsley received her Bachelor of Business Administration in accounting from the University of Missouri. |
Qualifications, Attributes, Skills, and Experience: Ms. Patsley’s extensive leadership experience as a chairman and chief executive officer, chief financial officer and other executive level positions in public companies, provides our Board with her financial acumen and risk management experience developed through her experience in public accounting, senior leadership, and extensive public company board of directors experience. |
David Sambur |
David Sambur, 43, has served as a director since August 2021 as a designee of the Apollo Investors. Mr. Sambur is the co-head of Apollo Private Equity, an affiliate of Apollo Global Management Inc. (“Apollo Private Equity”), where he oversees the Private Equity portfolio and has led numerous investments across technology, media, gaming, hospitality, and travel. He currently serves on the board of directors of Rackspace Technology (NASDAQ: RXT). Additionally, Mr. Sambur serves as a member of the boards of directors of multiple private companies. Mr. Sambur previously served on the board of directors of PlayAGS (NYSE: AGS) and Redbox Entertainment (NASDAQ: RDBX) and has served on the boards of directors of a number of private companies. Mr. Sambur previously served as a director of Dakota Holdings, Inc., the holding company that owned Diamond prior to the Diamond Acquisition. Prior to joining Apollo in 2004, Mr. Sambur was a member of the Leveraged Finance Group of Salomon Smith Barney Inc. Mr. Sambur serves on the Emory College Dean’s Advisory Council, the Arbor Brothers board of directors, and is a member of the Mount Sinai Department of Medicine Advisory Board. He also co-leads the Apollo Pride Network. Mr. Sambur received a bachelor’s degree, summa cum laude, in economics from Emory University. |
Qualifications, Attributes, Skills, and Experience: Mr. Sambur’s extensive experience as a private company and public company director provides our Board with his skills of analyzing businesses and leading investments in companies across an array of industries. |
Alex van Hoek |
Alex van Hoek, 37, has served as a director since August 2021 as a designee of the Apollo Investors. Mr. van Hoek is Partner at Apollo Global Management Inc., focused on private equity investing in Europe. Mr. van Hoek serves as a member of the boards of directors of multiple private companies. Mr. van Hoek previously served as a director of Dakota Holdings, Inc., the holding company that owned Diamond prior to the Diamond Acquisition. Mr. van Hoek is a member of the leadership committee of the Apollo Veterans Initiative. Prior to joining Apollo in 2010, Mr. van Hoek was a member of the Financial Sponsors group in the Global Banking department of Deutsche Bank Securities. Mr. van Hoek graduated, cum laude, with a dual BSE degree in Aerospace Engineering and Mechanical Engineering from Princeton University. |
Qualifications, Attributes, Skills, and Experience: Mr. van Hoek’s extensive service on private and public company boards of directors provide our Board with his experience expertise in financing, analyzing, and private equity investments. |
Hilton Grand Vacations | | | 9 | | | 2024 PROXY STATEMENT |
Paul W. Whetsell |
Paul W. Whetsell, 73, has served as a director since January 2017. Currently, Mr. Whetsell is the chief executive officer of Capstar Hotel Company, which primarily serves as an advisor to hospitality investors and operators and provides corporate governance guidance to early-stage companies. From January 2012 to March 2015, Mr. Whetsell served as president and chief executive officer of Loews Hotels & Resorts (“Loews”) and during his tenure, he grew the brand from 16 to 24 hotels, restructured Loews operations, and oversaw the investment of approximately $2 billion into the growth of the business and the upgrading and renovations of Loews properties. Thereafter, from April 2015 until July 2017, he served as the vice chairman of Loews. Prior to joining Loews, from 2009 to 2011, Mr. Whetsell served as a director of Virgin Hotels, providing strategic guidance in its operations and property acquisition activities. Previously, he held chairman and CEO positions at Meristar Hospitality Corp (NYSE: MHX), at the time the industry’s third largest REIT with over 110 hotels and $3 billion in assets. He also was chairman and CEO of Interstate Hotels and Resorts (NYSE: IHR) one of the industry’s largest operators with over 300 hotels under management. He is also the founder of the original Capstar Hotel Company, a third-party manager of upscale hotel properties. Currently, Mr. Whetsell serves on the boards of directors of Boyd Gaming Corporation (NYSE: BYD) and Vistry Group (LON: VTY). From 2008 – 2023, Mr. Whetsell served as a trustee of the board of trustees of the Cystic Fibrosis Foundation. From 2007 until May 2018, Mr. Whetsell served on the board of directors of NVR. Inc. (NYSE: NVR). Mr. Whetsell was a member of the American Hotel & Lodging Association’s Industry Real Estate and Financing Advisory Council and previously served on the board of governors of the National Association of Real Estate Investment Trusts (NAREIT). Mr. Whetsell received his bachelor’s degree from Davidson College. |
Qualifications, Attributes, Skills, and Experience: Mr. Whetsell’s senior leadership experience in the hospitality industry and public company board of directors experience provide our Board with public company experience, operational expertise, real estate experience, and brand marketing expertise. |
Hilton Grand Vacations | | | 10 | | | 2024 PROXY STATEMENT |
• | a majority of the Board is composed of independent directors; |
• | each of the Committees is comprised solely of independent directors; |
• | each of our directors is subject to annual re-election; |
• | under our bylaws and our Corporate Governance Guidelines, directors who fail to receive a majority of the votes cast in uncontested elections are required to submit their resignation to our Board; |
• | limits on the number of directorships held by our directors to prevent “overboarding”; |
• | our independent directors meet regularly in executive sessions; |
• | our Board currently has an independent Chairperson, and our Corporate Governance Guidelines provide for a lead independent director if the Chairperson does not qualify as an independent director; |
• | a continuing focus on identifying critical skills needed on our Board to support company strategy and development; |
• | no stockholder rights plan, and if our Board were to adopt a stockholder rights plan without prior stockholder approval, our Board would either submit the plan to stockholders for ratification or cause the rights plan to expire within one year; |
• | meaningful director and officer stock ownership guidelines; and |
• | robust education program for all our directors. |
Hilton Grand Vacations | | | 11 | | | 2024 PROXY STATEMENT |
| | | Brenda Bacon | | | David Johnson | | | Mark Lazarus | | | Pamela Patsley | | | Leonard Potter | | | David Sambur | | | Alex van Hoek | | | Mark Wang | | | Paul Whetsell | |
| Outside Board Experience (including Public Company boards) | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | | | ✔ | |
| Senior Leadership/Executive Experience | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | | | | | ✔ | | | ✔ | ||
| Independence | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | | | | | | | ✔ | |||
| Gender or Racial or Ethnic Diversity | | | ✔ | | | | | | | ✔ | | | | | | | | | ✔ | | | ||||||
| Accounting and Financial Reporting | | | ✔ | | | ✔ | | | | | ✔ | | | ✔ | | | | | | | | | |||||
| Mergers & Acquisitions | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ |
| Corporate Finance and Capital Markets | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | | | ✔ | |
| Sales & Marketing | | | | | | | ✔ | | | | | | | | | | | ✔ | | | ✔ | ||||||
| Government Affairs/Legal Expertise | | | ✔ | | | | | | | | | ✔ | | | | | | | | | |||||||
| Strategic Planning | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ |
| Real Estate, Lodging and Hospitality Industry Experience | | | ✔ | | | ✔ | | | | | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ |
Hilton Grand Vacations | | | 12 | | | 2024 PROXY STATEMENT |
Hilton Grand Vacations | | | 13 | | | 2024 PROXY STATEMENT |
• | HGV’s Hawaii resorts raised more than $32,000 for local nonprofits as part of a statewide charity walk initiative and |
• | HGV expanded its Habitat for Humanity partnership to Japan by activating its first international project in Kanagawa. |
• | In 2022, we announced our national partnership with Boys & Girls Clubs of America and made a $150,000 donation. Since then, we pledged a second $150,000 annual donation and have participated in several volunteer opportunities, including hosting local youth from the Boys & Girls Clubs of Central Florida during our HGV Tournament of Champions golf tournament. We hosted these youth for a career day event to give them a behind-the-scenes view of the tournament’s operations. They also had the opportunity to meet world-class athletes and explore the intricacies of event management. |
• | HGV partnered with brand ambassador and LPGA golfer Nasa Hataoka to host junior golf clinics in Waikiki, Hawaii and Ibaraki, Japan, providing over 60 youth golfers with an experience to meet and learn golf from Nasa herself. |
• | Team members supported Christel House, a global children’s charity that transforms the lives of impoverished children, through A Virtual Walk Around the Christel House World. Nearly 160 team members participated in the virtual walk, raising over $13,000 for the organization. |
• | We donated $100,000 to the ANNIKA Foundation to help expand opportunities for female golfers at the junior, collegiate and professional levels. |
Hilton Grand Vacations | | | 14 | | | 2024 PROXY STATEMENT |
• | Ranked No. 4 on Newsweek’s “Most Loved Workplaces” and No. 14 on Newsweek’s “Top 100 Global Most Loved Workplaces” lists. Also named among Newsweek’s “America’s Greatest Workplaces” for: Parents & Families, Job Starters, Diversity and LGBTQ+. |
• | Honored with four Stevie® Awards, including “Company of the Year”, 16 industry ARDA Awards, and ranked again among the nation’s best adoption-friendly workplaces by the Dave Thomas Foundation for Adoption. |
• | Received a Great Place to Work® Certification™ for June 2022-June 2023. Employee-based survey results indicate 81% of HGV Team Members said the company was a great place to work, which is 24 points higher than the average U.S. company. |
• | Recognized by Hawai’i Business News as a “Most Charitable Company” in 2023 for providing over $200,000 in charitable support to nonprofit organizations in 2022. |
• | Awarded 12 AAA Four Diamond Resorts. |
• | Awarded seven Charlie Awards from the Florida Magazine Association for our Club Traveler Magazine, including for best cover design. |
• | Awarded three Eddie & Ozzie Awards, including Illustration and Cover Art for our Club Traveler magazine. |
• | Recognized executive leaders as “Women Who Mean Business” by Pacific Business News. |
• | Awarded consecutive “Hawaii Green Business Award” by the Governor of Hawaii for energy efficient operations and sustainable business practices at Kings’ Land, a Hilton Grand Vacations Club. |
Hilton Grand Vacations | | | 15 | | | 2024 PROXY STATEMENT |
Hilton Grand Vacations | | | 16 | | | 2024 PROXY STATEMENT |
| Name | | | Audit Committee | | | Compensation Committee | | | Nominating and Corporate Governance Committee |
| Leonard A. Potter | | | | | | | Chair | ||
| Brenda J. Bacon | | | X | | | | | X | |
| David W. Johnson | | | X | | | X | | | |
| Mark H. Lazarus | | | | | X | | | ||
| Pamela H. Patsley | | | Chair | | | | | ||
| Paul W. Whetsell | | | | | Chair | | | X |
| | | Number of Meetings | | |
| Board of Directors | | | 10 | |
| Audit Committee | | | 8 | |
| Compensation Committee | | | 5 | |
| Nominating and Corporate Governance Committee | | | 4 | |
• | the adequacy and integrity of our financial reporting and disclosure practices; |
• | the integrity of our financial statements; |
• | the soundness of our system of internal controls regarding finance and accounting compliance; |
Hilton Grand Vacations | | | 17 | | | 2024 PROXY STATEMENT |
• | the annual independent audit of our consolidated financial statements; |
• | the independent registered public accounting firm’s qualifications and independence; |
• | the engagement of the independent registered public accounting firm; |
• | the scope, approach, performance, and results of the independent registered public accounting firm and our internal audit function; |
• | our compliance with legal and regulatory requirements in connection with the foregoing; |
• | oversight of our exposure to risk, including, but not limited to, cybersecurity and data privacy, business continuity and operational risks; |
• | oversight of procedures for receipt, retention and treatment of complaints and confidential submission of concerns related to accounting, internal controls or auditing matters; |
• | review of related party transactions; and |
• | compliance with our Code of Conduct. |
• | the establishment, maintenance and administration of compensation and benefit policies designed to attract, motivate and retain personnel with the requisite skills and abilities to contribute to the long-term success of the Company; |
• | oversight of the goals, objectives, and compensation of the Chief Executive Officer, including evaluating the performance of the Chief Executive Officer in light of those goals, and approval of the compensation of the Chief Executive Officer and other executive officers; |
• | oversight of the goals, objectives, and compensation of our other senior officers and directors; |
• | review of the effectiveness of our executive compensation programs; |
• | review, approve or recommend to the Board, and administer, our equity-based and annual incentive plans; |
• | our compliance with the compensation rules, regulations, and guidelines promulgated by the NYSE and the SEC and other laws, as applicable; |
• | oversight of the compliance of senior officers and directors with the Company’s stock ownership guidelines; and |
• | the issuance of a report on executive compensation for inclusion in our annual proxy materials. |
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• | advise the Board concerning the appropriate composition and qualifications of the Board and its committees; |
• | identify individuals qualified to become Board members; |
• | recommend to the Board the persons to be nominated by the Board for election as directors at any meeting of stockholders; |
• | coordinate with the Board and periodically assess succession planning for the Board, CEO, and other executive or senior officers; |
• | develop and recommend to the Board a set of corporate governance guidelines and assist the Board in complying with them; |
• | review periodically and monitor compliance with the Company’s code of conduct; |
• | oversee and review the Company’s activities and practices relating to sustainability, corporate social responsibility, climate change and corporate citizenship matters; and |
• | oversee the evaluation of the Board’s committees, as requested by the Board. |
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Hilton Grand Vacations | | | 20 | | | 2024 PROXY STATEMENT |
Hilton Grand Vacations | | | 21 | | | 2024 PROXY STATEMENT |
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• | annual cash retainer of $85,000; |
• | additional annual cash retainer of $125,000 for serving as the Chairperson; |
• | additional annual cash retainer for serving on committees or as the chairperson of a committee as follows: |
○ | each member (other than the chairperson) of the Compensation Committee and the Nominating and Corporate Governance Committee will receive $10,000 for each committee on which he or she serves; |
○ | each member (other than the chairperson) of the Audit Committee will receive $15,000 for each committee on which he or she serves, |
○ | the chairperson of the Audit Committee will receive an additional $35,000 and the chairperson of each of the Compensation Committee and the Nominating and Corporate Governance Committee will receive an additional $25,000; and |
• | equity award of approximately $185,000 payable annually in the form of restricted stock units (“RSUs”), which will vest on the earlier of (i) the one-year anniversary of the grant date and (ii) the date of the next annual meeting of stockholders, subject to continued service on the Board through the vesting date. |
Hilton Grand Vacations | | | 23 | | | 2024 PROXY STATEMENT |
| Name | | | Fees Earned or Paid in Cash ($)(1) | | | Stock Awards ($)(2) | | | Total ($) | | | Total Number of Outstanding Equity Awards (#)(2) | |
| Leonard A. Potter | | | $232,500 | | | $174,462 | | | $406,962 | | | 4,342 | |
| Brenda J. Bacon | | | $110,000 | | | $174,462 | | | $284,462 | | | 4,342 | |
| David W. Johnson | | | $110,000 | | | $174,462 | | | $284,462 | | | 4,342 | |
| Mark H. Lazarus | | | $95,000 | | | $174,462 | | | $269,462 | | | 4,342 | |
| Pamela H. Patsley | | | $117,500 | | | $174,462 | | | $291,962 | | | 4,342 | |
| David Sambur(3) | | | $260,000 | | | — | | | $260,000 | | | — | |
| Alex van Hoek(3) | | | $260,000 | | | — | | | $260,000 | | | — | |
| Paul W. Whetsell | | | $117,500 | | | $174,462 | | | $291,962 | | | 4,342 | |
(1) | Amounts reflect cash retainer fees for each non-employee director, based on the director fees set forth under “Compensation Program”. |
(2) | Amounts reflect an annual equity award for the period from the date of the 2023 annual meeting of stockholders through the date of the 2024 annual meeting of stockholders, based on an annual award of $185,000. Represents the aggregate grant date fair value of the awards computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, using the assumptions discussed in Note 19 (“Share- Based Compensation”) of the consolidated financial statements included in HGV’s Annual Report on Form 10-K for the fiscal year ended December 29, 2023 (the “Annual Report on Form 10-K”). The outstanding equity awards were granted on May 3, 2023, at the 2023 annual meeting of stockholders and fully vest on the one-year anniversary of such date of grant or, if earlier, on the date of the next annual meeting of stockholders at which directors are elected. |
(3) | In connection with their appointment to our Board pursuant to the terms of the Apollo Stockholders Agreement, we agreed to compensate each of Messrs. Sambur and van Hoek pursuant to the terms of our annual non-employee director compensation program. Upon their appointment, Messrs. Sambur and van Hoek and the Apollo Investors informed us that, due to certain internal policies and arrangements, Messrs. Sambur and van Hoek could not receive any direct compensation, either cash or equity, from public company boards of directors on which they serve and that any such payments are required to be made to an affiliate of the Apollo Investors. Accordingly, it was agreed that annual non-employee director cash compensation to which Messrs. Sambur and van Hoek would have been entitled would be paid (including for tax purposes) to such affiliate of the Apollo Investors. In addition, since the terms of the Apollo Stockholders Agreement generally provides, among other things, that the Apollo Investors and their affiliates are prohibited from acquiring any additional common stock of the Company (subject to certain exceptions), thereby prohibiting the payment of the annual non-employee director stock award compensation to such Apollo Investor affiliate, it was agreed that such affiliate would receive cash equivalent of any equity compensation to which Messrs. Sambur and van Hoek would have been entitled to receive. Accordingly, the amounts shown for Messrs. Sambur and van Hoek in this table include the cash equivalent of such equity awards based on the stock price of our common stock as of the grant date of the equity compensation. |
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Pablo Brizi |
Pablo Brizi, 49, has served as HGV’s Executive Vice President — Chief Human Resources Officer (“CHRO”) since October 2020 and Executive Vice President — CHRO and Corporate Affairs since August 2021. Mr. Brizi is responsible for leading teams of highly experienced human resources and corporate affairs professionals who provide strategic business partnerships and consultative talent services across the global business. He also oversees talent management, compensation, benefits, recruitment, succession planning, learning and development, general HR shared services, facilities and corporate communications. Mr. Brizi brings more than 25 years of human resources experience working with multinational organizations in the hospitality, technology, oil, manufacturing, and private equity industries. Most recently, he served as Chief Human Resources Officer for Bloomin’ Brands where he oversaw global compensation, benefits, talent management, leadership development, corporate affairs, and HR operations for approximately 100,000 corporate and restaurant Team Members. In addition, Mr. Brizi held a number of leadership positions with Avaya, including Vice President, Global Compensation and Benefits, and Senior Director of HR for the Americas. He also worked for NCR Corporation, Ford Motors Company, and Exxon Corporation in a variety of HR and compensation and benefits leadership roles. Mr. Brizi holds a bachelor’s degree in finance from Universidad Argentina de la Empresa. In addition, he completed Cornell University’s Modern CHRO Role executive education program and holds a designation in Certified Compensation Professional through World-at-Work. |
Charles R. Corbin |
Charles R. Corbin, 67, has served as HGV’s Executive Vice President, Chief Legal Officer, General Counsel and Secretary since November 2016. He also served as HGV’s Chief Development Officer from May 2018 until September 2020. Before joining HGV, Mr. Corbin held several legal roles at Hilton Worldwide for over 6 years from March 2010 to November 2016, including most recently as Senior Vice President for Dispute Resolution and Employment and Benefits. Prior to joining Hilton Worldwide in 2010, Mr. Corbin served in several high-level legal roles, including vice president and assistant general counsel at Sunrise Senior Living, an assisted living facility operator, and group vice president at The Mills Corporation, a developer, owner, and operator of large retail and entertainment centers and destinations. Mr. Corbin’s more than 40-year legal and business career includes managing a venture capital firm and serving in a variety of roles as a business counselor, legal advisor, and investor. He is known for working with operational management to successfully execute strategic goals while providing risk adjusted legal counsel and business advice. Mr. Corbin is a member of the board of directors of ARDA. Mr. Corbin holds a bachelor’s degree in English with highest honors from The Citadel, and a Juris Doctorate from the University of Dayton School of Law. |
Gordon S. Gurnik |
Gordon Gurnik, 60, has served as HGV’s Senior Executive Vice President and Chief Operating Officer since |
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August 2021 and was previously Executive Vice President and Chief Operating Officer from December 2018 to August 2021. Mr. Gurnik’s responsibilities at HGV include working in partnership with the executive team to lead sales and business development, continue to build HGV’s brand, improve processes and products, and oversee resort operations and Club programs, all while ensuring alignment with HGV’s strategic priorities for all new initiatives. Prior to joining HGV, Mr. Gurnik served as President of RCI, a worldwide leader in vacation exchange and travel services and the largest exchange network in the world. While at RCI, he was instrumental in advancing the company’s signature products while also leading RCI’s strategic direction, operations and growth with over 3.8 million member families and 4,300 vacation ownership resorts. He serves on the board of directors for Christel House International, a non-profit organization that supports impoverished children throughout the world and is chair-elect on the ARDA Board of Directors. Mr. Gurnik holds a bachelor’s degree in management from Purdue University. |
Daniel J. Mathewes |
Daniel J. Mathewes, 49, has served as HGV’s Senior Executive Vice President and Chief Financial Officer since August 2021, and was Executive Vice President and Chief Financial Officer from November 2018 to August 2021. Mr. Mathewes is responsible for leading teams of highly skilled finance professionals who develop and implement corporate and financial strategies across our global business. He leads the finance, accounting, portfolio, treasury, tax, investor relations, development, and information technology departments. Mr. Mathewes brings more than 25 years of experience working with multinational public and private hospitality companies. He is known for working with operational management to successfully execute strategic goals while driving strong financial outcomes. Prior to joining HGV, Mr. Mathewes was the chief financial officer of Virgin Hotels North America, a hotel management company, from January 2016 to November 2018. Prior to that, Mr. Mathewes served as the chief financial officer of The World, Residences at Sea, a privately-owned yacht with 165 residences, from July 2014 to January 2016. He served as senior vice president of finance and treasury of Kerzner International Holdings Limited from September 2008 to July 2014, which operated the Atlantis resorts in Nassau and Dubai, the One&Only luxury hotels, and Mazagan Beach Resort in Morocco. Mr. Mathewes also worked in multiple financial leadership capacities with NCL Corporation (Norwegian Cruise Lines) and Royal Caribbean Cruises Ltd. Mathewes began his career with PricewaterhouseCoopers LLP. Mr. Mathewes graduated summa cum laude from Florida State University with bachelor’s degrees in accounting and economics. |
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| | | 2023 | | | 2022 | | |
| Audit Fees(1) | | | $7,538,500 | | | $7,108,761 | |
| Audit-Related Fees(2) | | | $424,200 | | | $304,075 | |
| Tax Fees(3) | | | $947,697 | | | $2,688,371 | |
| All Other Fees | | | — | | | — | |
| Total: | | | $8,910,697 | | | $10,101,207 | |
(1) | Includes fees for professional services rendered by Ernst & Young LLP for the audit of annual financial statements and internal controls over financial reporting, reviews of quarterly financial statements, comfort letters and consents issued in connection with SEC filings and statutory audits of foreign subsidiaries. |
(2) | Includes fees for professional services rendered by Ernst & Young LLP for agreed-upon procedures and attestation reports. |
(3) | Includes fees for professional services rendered by Ernst & Young LLP for tax compliance, tax consulting, transfer pricing and tax advisory services. |
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| Name | | | Position | |
| Mark D. Wang | | | President and Chief Executive Officer | |
| Daniel J. Mathewes | | | Senior Executive Vice President and Chief Financial Officer | |
| Gordon S. Gurnik | | | Senior Executive Vice President and Chief Operating Officer | |
| Charles R. Corbin | | | Executive Vice President and Chief Legal Officer | |
| Pablo Brizi | | | Executive Vice President — Chief Human Resources Officer & Corporate Affairs | |
• | Limited base salary increases. The Compensation Committee did not increase the base salary for any of our NEOs other than for Mr. Brizi (from $450,000 to $475,000). His salary was adjusted to more closely align with market pay levels of similarly-situated executive officers among our peer group companies. |
• | Approved a short-term incentive plan based 70% on Economic Adjusted EBITDA and 30% on objectively measurable performance metrics specific to each individual NEO. The Compensation Committee approved a short-term incentive plan design, which we also refer to as our annual cash compensation plan, based 70% on Economic Adjusted EBITDA and 30% on objectively measurable performance metrics specific to each individual NEO. |
• | Returned to a 3-year performance period for Performance RSUs and maintained the grant mix of LTI awards of 50% RSUs, 25% stock options and 25% Performance RSUs other than for Mr. Wang. Mr. Wang’s LTI awards are comprised of 40% restricted stock units (RSUs or Service RSUs), 25% stock options and 35% performance RSUs (which we refer to as PSUs). The PSUs have a performance period commencing January 1, 2023 and ending December 31, 2025. |
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• | Total revenues were $3,978 million, net income was $313 million and diluted earnings per share was $2.80; |
• | Economic Adjusted EBITDA1 was $1,026 million; and |
• | Contract Sales1 was $2,310 million. |
| Compensation Element | | | Form | | | Objectives | |
| Base Salary Fixed, Short-Term | | | Cash | | | • Attract and retain high quality executives to drive our success • Align with external competitive level and internal parity for each role, responsibility, and experience | |
| Short-term Incentive At-risk, short-term (annual) | | | Cash | | | • Reward for our overall and business area financial results • Align actual pay-out based on achievement of our overall and business area performance goals | |
| Long-term Incentive At-risk, medium to long-term | | | Equity, including: Service RSUs Stock Options Performance RSUs | | | • Reward for our future performance and align with interests of our stockholders • Retain key executives through vesting over multi-year periods, with continued employment required through the applicable vesting date • Incentivize achievement of pre-established objectives tied to Economic Adjusted EBITDA and Contract Sales | |
1 | Information in this Proxy Statement includes discussion of financial metrics that are not calculated in accordance with U.S. GAAP, including Adjusted EBITDA, Economic Adjusted EBITDA and Contract Sales. Please see Appendix A for additional information and a reconciliation of certain of these measures to financial measures derived in accordance with U.S. GAAP. |
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| What We Do (Best Practices) | | | What We Don’t Do (Best Practices) | |
| ✔ Executive sessions without management ✔ Independent compensation consultant ✔ Significant percentage of pay “at risk” ✔ Significant use of equity-based pay ✔ Three-year vesting on service-based equity awards ✔ Multi-year performance periods on performance-based equity awards ✔ Capped incentive opportunities ✔ Clawback policy ✔ Robust stock ownership requirements (including a holding period after retirement) ✔ Efficient use of equity | | | x Excessive severance x Automatic single-trigger equity acceleration for change in control, if the awards are assumed in the transaction x Excise tax gross-ups x Option repricing or buyouts x Provide for reload awards x Pay dividends or dividend equivalents on unvested awards | |
• | the Compensation Committee’s determinations as to our compensation philosophy and program design; |
• | the performance of HGV’s business and our executive officers; |
• | the results of our say-on-pay advisory vote; |
• | internal pay equity among the HGV leadership team; |
• | executive retention and succession planning; |
• | the objective of aligning stockholder interests by having a significant portion of compensation comprised of long-term equity-based awards, including a meaningful portion of which is performance-based; |
• | the views and recommendations of select members of executive management; and |
• | the views and recommendations of Pearl Meyer, including external market data provided by Pearl Meyer. |
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| Boyd Gaming Corporation | | | Norwegian Cruise Line Holdings Ltd. | |
| Caesars Entertainment, Inc. | | | Park Hotels & Resorts Inc. | |
| Darden Restaurants, Inc. | | | Penn National Gaming, Inc. | |
| Host Hotels & Resorts, Inc. | | | Royal Caribbean Group | |
| Hyatt Hotels Corporation | | | Travel + Leisure Co. | |
| Marriott Vacations Worldwide Corp. | | | Vail Resorts Inc. | |
| | | Short-Term Incentive Opportunity | | | Long-Term Incentive Opportunity | | ||||||||||||||||
| Name | | | Base Salary | | | %Salary (Target) | | | $Value (Target) | | | Target Total Cash | | | %Salary (Target) | | | $Value (Target) | | | Target Total Direct | |
| Mark D. Wang | | | $1,100,000 | | | 150% | | | $ 1,650,000 | | | $ 2,750,000 | | | 500% | | | $ 5,500,000 | | | $8,250,000 | |
| Daniel J. Mathewes | | | $650,000 | | | 125% | | | $812,500 | | | $ 1,462,500 | | | 250% | | | $ 1,625,000 | | | $3,087,500 | |
| Gordon S. Gurnik | | | $650,000 | | | 125% | | | $812,500 | | | $ 1,462,500 | | | 250% | | | $ 1,625,000 | | | $3,087,500 | |
| Charles R. Corbin | | | $525,000 | | | 100% | | | $525,000 | | | $ 1,050,000 | | | 200% | | | $ 1,050,000 | | | $2,100,000 | |
| Pablo Brizi | | | $475,000 | | | 100% | | | $475,000 | | | $950,000 | | | 200% | | | $950,000 | | | $1,900,000 | |
Hilton Grand Vacations | | | 35 | | | 2024 PROXY STATEMENT |
| Name | | | 2023 Base Salary | | | 2022 Base Salary | |
| Mark D. Wang | | | $1,100,000 | | | $1,100,000 | |
| Daniel J. Mathewes | | | $650,000 | | | $650,000 | |
| Gordon S. Gurnik | | | $650,000 | | | $650,000 | |
| Charles R. Corbin | | | $525,000 | | | $525,000 | |
| Pablo Brizi | | | $475,000 | | | $450,000 | |
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| Name | | | Threshold (50% of Target) | | | Target | | | Maximum (200% of Target) | |
| Mark D. Wang | | | 75% | | | 150% | | | 300% | |
| Daniel J. Mathewes | | | 62.5% | | | 125% | | | 250% | |
| Gordon S. Gurnik | | | 62.5% | | | 125% | | | 250% | |
| Charles R. Corbin | | | 50% | | | 100% | | | 200% | |
| Pablo Brizi | | | 50% | | | 100% | | | 200% | |
Name | | | Corporate Performance Objective (Economic Adjusted EBITDA(1)) | | | Individual Performance Objectives | | | Primary Individual Performance Goals |
Mark D. Wang | | | 70% | | | 30% | | | • Overall Revenue (15%) • Continue to develop HGV’s ESG Strategy and Long-Term Vision (15%) |
Daniel J. Mathewes | | | 70% | | | 30% | | | • Overall Company EBITDA Margin (15%) • Cash Flow Conversion Rate (15%) |
Gordon S. Gurnik | | | 70% | | | 30% | | | • Overall Company Contract Sales (15%) • Net Owner Growth (15%) |
Charles R. Corbin | | | 70% | | | 30% | | | • Compliance program review and assessment (15%) • Risk management (15%) |
Pablo Brizi | | | 70% | | | 30% | | | • Continue to develop HGV’s ESG Strategy and Long-Term Vision (15%) • Continue to develop Company-wide Talent Review & Succession Planning Process (15%) |
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| | | Economic Adjusted EBITDA(1) | | |
| Threshold | | | $939.3 | |
| Target(2) | | | $1,095.0 - $1,115.0 | |
| Maximum | | | $1,215.6 | |
| Actual Performance(3) | | | $1,025.7 | |
| 2023 Payout | | | 78% | |
(1) | Dollars in millions. |
(2) | Flat payout at target for performance within the specified range. |
(3) | For actual performance between the threshold, target and maximum levels, the resulting payout percentage is adjusted on a linear basis. |
| Name | | | Target Annual Cash Incentive Opportunity | | | Achievement Factor as a Percent of Target Award | | | 2023 Amount Earned under Annual Cash Incentive Program | |
| Mark D. Wang | | | $1,155,000 | | | 78% | | | $900,900 | |
| Daniel J. Mathewes | | | $568,750 | | | 78% | | | $443,625 | |
| Gordon S. Gurnik | | | $568,750 | | | 78% | | | $443,625 | |
| Charles R. Corbin | | | $367,500 | | | 78% | | | $286,650 | |
| Pablo Brizi | | | $332,500 | | | 78% | | | $259,350 | |
| Name | | | Target Annual Cash Incentive Opportunity | | | Achievement Factor as a Percent of Target Award | | | 2023 Amount Earned under Annual Cash Incentive Program | |
| Mark D. Wang | | | $495,000 | | | 136.5% | | | $675,675 | |
| Daniel J. Mathewes | | | $243,750 | | | 92.5% | | | $225,469 | |
| Gordon S. Gurnik | | | $243,750 | | | 0% | | | $— | |
| Charles R. Corbin | | | $157,500 | | | 151.5% | | | $238,613 | |
| Pablo Brizi | | | $142,500 | | | 200% | | | $285,000 | |
| Name | | | Target Annual Cash Incentive Opportunity | | | Achievement Factor as a Percent of Target Award | | | 2023 Amount Earned under Annual Cash Incentive Program | |
| Mark D. Wang | | | $1,650,000 | | | 95.55% | | | $1,576,575 | |
| Daniel J. Mathewes | | | $812,500 | | | 82.35% | | | $669,094 | |
| Gordon S. Gurnik | | | $812,500 | | | 54.60% | | | $443,625 | |
| Charles R. Corbin | | | $525,000 | | | 100.05% | | | $525,263 | |
| Pablo Brizi | | | $475,000 | | | 114.60% | | | $544,350 | |
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| Award Type | | | Weighting | | | Vesting | | | Value Tied To | |
| Service RSUs | | | 50% (40% for CEO) of total award | | | Vest over three years in equal annual installments | | | Stock price | |
| Stock Options | | | 25% of total award | | | Vest over three years in equal annual installments, with a 10-year expiration from the date of grant | | | Stock price appreciation | |
| Performance RSUs | | | 25% (35% for CEO) of total award | | | Vest at the end of a three-year period in an amount based on the level of performance achieved | | | Economic Adjusted EBITDA Targets (50%) Contract Sales Targets (50%) | |
| Level of Achievement | | | Percentage of Award Earned | |
| Below Threshold | | | 0% | |
| Threshold | | | 50% | |
| Target | | | 100% | |
| Maximum | | | 200% | |
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| | | LTI Value ($) | | | Stock Options (#)(1) | | | RSUs (#)(1) | | | PSUs (#)(2) | | |
| Mark D. Wang | | | $5,500,000 | | | 55,488 | | | 44,770 | | | 39,173 | |
| Daniel J. Mathewes | | | $1,625,000 | | | 16,394 | | | 16,534 | | | 8,267 | |
| Gordon S. Gurnik | | | $1,625,000 | | | 16,394 | | | 16,534 | | | 8,267 | |
| Charles R. Corbin | | | $1,050,000 | | | 10,593 | | | 10,683 | | | 5,341 | |
| Pablo Brizi | | | $950,000 | | | 9,584 | | | 9,666 | | | 4,833 | |
(1) | Ratably vest over three years, subject to the executive’s continued employment with the Company with certain exceptions as provided in the 2017 Incentive Plan and applicable award agreement. |
(2) | Cliff vest based on the level of achievement of pre-established performance metrics following a 3-year performance period commencing January 1, 2023 and ending December 31, 2025, subject to the executive’s continued employment with the Company with certain exceptions as provided in the 2017 Incentive Plan and applicable award agreement. |
| Performance Metric | | | Threshold | | | Target | | | Maximum | | | Actual | |
| Contract Sales | | | $3,950.4M | | | $4,647.5M | | | $5,344.7M | | | $4,691.0M | |
| Economic Adjusted EBITDA | | | $1,430.4M | | | $1,682.8M | | | $1,935.3M | | | $2,076.0M | |
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| | | Shares of Common Stock (#) | | |
| Mark D. Wang | | | 63,501 | |
| Daniel J. Mathewes | | | 16,081 | |
| Gordon S. Gurnik | | | 16,926 | |
| Charles R. Corbin | | | 11,393 | |
| Pablo Brizi | | | 9,374 | |
| Performance Metric | | | Threshold | | | Target | | | Maximum | | | Actual | |
| Run Rate Cost Savings | | | $106M | | | $125M | | | $144M | | | $152M | |
| Adjusted EBITDA | | | $901M | | | $1,060M | | | $1,219M | | | $1,026M | |
| | | Shares of Common Stock (#) | | |
| Mark D. Wang | | | 121,728 | |
| Daniel J. Mathewes | | | 68,979 | |
| Gordon S. Gurnik | | | 68,979 | |
| Charles R. Corbin | | | 68,979 | |
| Pablo Brizi | | | 48,689 | |
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Hilton Grand Vacations | | | 42 | | | 2024 PROXY STATEMENT |
• | Chief Executive Officer — 5 times base salary; and |
• | NEOs and certain other senior officers — 3 times base salary. |
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• | balances fixed versus at-risk compensation; |
• | balances short-term cash and long-term equity incentive compensation; |
• | provides that at-risk compensation is based on a variety of qualitative and quantitative performance goals, including HGV’s stock price, HGV’s overall financial performance and the achievement of specific business area goals; |
• | caps the executives’ incentive compensation opportunities; |
• | provides the Compensation Committee with discretion to reduce the annual incentive amount awarded; |
• | requires stock ownership levels; |
• | provides for a clawback of the executive’s compensation in specified circumstances; and |
• | prohibits pledging and hedging of Company stock. |
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| | | Transaction Incentive Award Value ($) | | | Performance RSUs (#)(1) | | | Performance Cash Awards ($)(2) | | |
| Mark D. Wang | | | $3,750,000 | | | 50,767 | | | $1,500,000 | |
| Daniel J. Mathewes | | | $2,000,000 | | | 27,075 | | | $800,000 | |
| Gordon Gurnik | | | $2,000,000 | | | 27,075 | | | $800,000 | |
| Charles R. Corbin | | | $2,500,000 | | | 33,844 | | | $1,000,000 | |
| Pablo Brizi | | | $1,750,000 | | | 23,691 | | | $700,000 | |
(1) | The Performance RSUs vest based on the level of achievement of pre-established performance goals relating to run rate cost savings (weighted 50%) and Adjusted EBITDA (weighted 50%) following a 2-year performance period commencing on January 17, 2024 and ending on December 31, 2025, subject to the executive’s continued employment with the Company (with certain customary exceptions as provided in the 2023 Plan and applicable award agreement). |
(2) | The Performance Cash Award vests and is payable based on the level of achievement of pre-established performance goals relating to run rate cost savings following an 18-month performance period commencing on January 17 2024, and ending on June 30, 2025, except that fifty percent (50%) of the Performance Cash Award is eligible to vest and be payable on September 30, 2024, if certain run rate cost savings goals are achieved by such date. The foregoing vesting and payment of the Performance Cash Award is subject to the executive’s continued employment with the Company at the applicable vesting date (with certain customary exceptions as provided in the 2023 Plan and applicable award agreement). |
Hilton Grand Vacations | | | 45 | | | 2024 PROXY STATEMENT |
Hilton Grand Vacations | | | 46 | | | 2024 PROXY STATEMENT |
Name | | | Year | | | Salary(1) ($) | | | Stock Awards(2) ($) | | | Option Awards(2) ($) | | | Non-Equity Incentive Plan Compensation(3) ($) | | | All Other Compensation(4) ($) | | | Total ($) | |
Mark D. Wang President and Chief Executive Officer | | | 2023 | | | $1,100,000 | | | $4,124,959 | | | $2,726,680 | | | $1,576,575 | | | $266,387 | | | $9,794,601 | |
| 2022 | | | $1,097,115 | | | $3,918,719 | | | $2,601,266 | | | $2,953,500 | | | $38,245 | | | $10,608,845 | | ||
| 2021 | | | $950,000 | | | $8,699,972 | | | $5,459,995 | | | $2,319,232 | | | $26,066 | | | $17,455,265 | | ||
Daniel J. Mathewes Senior Executive Vice President and Chief Financial Officer | | | 2023 | | | $650,000 | | | $1,218,721 | | | $805,601 | | | $669,094 | | | $37,305 | | | $3,380,721 | |
| 2022 | | | $650,000 | | | $1,389,364 | | | $922,275 | | | $1,510,438 | | | $29,917 | | | $4,501,994 | | ||
| 2021 | | | $571,192 | | | $3,349,955 | | | $1,580,512 | | | $1,445,067 | | | $27,389 | | | $6,974,115 | | ||
Gordon S. Gurnik Senior Executive Vice President and Chief Operating Officer | | | 2023 | | | $650,000 | | | $1,218,721 | | | $805,601 | | | $443,625 | | | $34,131 | | | $3,152,078 | |
| 2022 | | | $650,000 | | | $1,462,421 | | | $970,774 | | | $1,309,344 | | | $25,430 | | | $4,417,969 | | ||
| 2021 | | | $566,923 | | | $3,051,839 | | | $1,294,932 | | | $1,160,894 | | | $10,000 | | | $6,084,588 | | ||
Charles R. Corbin Executive Vice President and Chief Legal Officer | | | 2023 | | | $525,000 | | | $787,419 | | | $520,540 | | | $525,263 | | | $32,559 | | | $2,390,781 | |
| 2022 | | | $524,085 | | | $984,353 | | | $653,414 | | | $1,018,500 | | | $19,884 | | | $3,200,236 | | ||
| 2021 | | | $477,405 | | | $2,953,155 | | | $1,200,414 | | | $811,589 | | | $10,000 | | | $5,452,563 | | ||
Pablo Brizi(8) Executive Vice President Chief Human Resources Officer & Corporate Affairs | | | 2023 | | | $474,519 | | | $712,481 | | | $470,958 | | | $544,350 | | | $27,491 | | | $2,229,799 | |
| 2022 | | | $450,000 | | | $809,933 | | | $537,678 | | | $900,000 | | | $46,572 | | | $2,744,183 | | ||
| 2021 | | | $419,231 | | | $2,099,932 | | | $862,090 | | | $822,427 | | | $39,299 | | | $4,242,979 | |
(1) | Amounts in this column reflect the salary earned during the fiscal year, whether paid or deferred under HGV’s employee benefit plans. |
(2) | Represents the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718, using the assumptions discussed in Note 19 (“Share-Based Compensation”) of the consolidated financial statements included in HGV’s Annual Report on Form 10-K. For Performance RSUs, the grant date fair value is calculated using the target number of Performance RSUs awarded to each NEO, which was the assumed probable outcome as of the grant date. Assuming, instead, the highest level of performance achievement as of the grant date, the aggregate grant date fair value of the awards would have been as follows: |
Name | | | 2023 | | | 2022 | | | 2021 |
Mark D. Wang | | | $3,850,000 | | | $3,657,500 | | | $3,800,000 |
Daniel J. Mathewes | | | $812,500 | | | $926,250 | | | $1,100,000 |
Gordon S. Gurnik | | | $812,500 | | | $975,000 | | | $901,250 |
Charles R. Corbin | | | $525,000 | | | $656,250 | | | $835,459 |
Pablo Brizi | | | $475,000 | | | $540,000 | | | $600,000 |
(3) | Reflects actual amounts paid under our annual cash incentive program. |
(4) | All Other Compensation for 2023 is set forth in the table below. The value of perquisites and other personal benefits reflects the aggregate incremental cost to the Company of providing the benefit. |
Hilton Grand Vacations | | | 47 | | | 2024 PROXY STATEMENT |
Name | | | 401(k) Match Contribution ($) | | | Recurring Perquisites and Other Benefits ($)(b)(c) | | | Tax Gross- Ups ($)(d) | | | Total ($) | |
Mark D. Wang | | | $13,200 | | | $246,883 | | | $6,304 | | | $266,387 | |
Daniel J. Mathewes | | | $13,200 | | | $24,105 | | | — | | | $37,305 | |
Gordon S. Gurnik | | | $13,200 | | | $20,931 | | | — | | | $34,131 | |
Charles R. Corbin | | | $13,200 | | | $19,359 | | | — | | | $32,559 | |
Pablo Brizi | | | $— | | | $27,491 | | | — | | | $27,491 | |
(a) | None of the compensation included in the table is grossed up for tax purposes unless so indicated in the table. |
(b) | Includes: (i) for each NEO, an automobile expense allowance of $10,000; (ii) for Messrs. Mathewes, Gurnik, Corbin and Brizi, lodging and vacation benefits (which includes rooms, food and beverage and other on-site services for the executive officer and family members traveling with the executive officer at all HGV branded properties, which benefit is fully taxable to the executive officer) of $10,132, $7,051, $5,129, $12,650, respectively; (iii) for Mr. Wang, reimbursement of social club membership fees of $17,981; (iv) for Messrs. Wang, Mathewes, Gurnik, Corbin, and Brizi the cost of an executive physical of $5,000, $3,973, $3,880, $4,230, $4,841, respectively; and (v) for Mr. Wang, the aggregate incremental cost of his personal use of our corporate aircraft of $213,902 |
(c) | The cost of the vacation benefits is determined by using the fair market value of the services. The incremental cost of Mr. Wang’s personal use of the corporate aircraft is determined based on the variable operating costs to the Company, which includes (i) landing, ramp, and parking fees and expenses; (ii) crew travel expenses; (iii) supplies and catering; (iv) aircraft fuel and oil expenses per hour of flight; (v) any customs, foreign permit, and similar fees; (vi) crew travel; and (vii) passenger ground transportation. Because the aircraft is used primarily for business travel, this methodology excludes fixed costs that do not change based on usage, such as the salaries of pilots and crew, purchase or lease costs of aircraft, and costs of maintenance and upkeep. |
(d) | Reflects a tax gross-up related to the reimbursement of Mr. Wang’s social club membership fees referred to in (b)(iii) above. No other NEO is entitled to this benefit. |
Hilton Grand Vacations | | | 48 | | | 2024 PROXY STATEMENT |
| | | | | | Estimate Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimate Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number or Shares of Stock of Units (#)(3) | | | All Other Stock Awards: Number of Securities Underlying Option (#)(4) | | | Exercise or Base Price of Option Awards ($/sh) | | | Grant Date Fair Value of Stock and Option Awards(5) | |||||||||||||||
Name | | | Award Type | | | Grant Date | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | |||||||||||
Mark D. Wang | | | Annual Cash Incentive | | | — | | | $123,750 | | | $1,650,000 | | | $3,300,000 | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Service RSUs | | | 3/7/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | 44,770 | | | — | | | — | | | $2,199,998 | ||
| Stock Options | | | 3/7/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 55,488 | | | $49.14 | | | $1,374,993 | ||
| Performance RSUs | | | 3/7/2023 | | | — | | | — | | | — | | | 19,586 | | | 39,173 | | | 78,346 | | | — | | | — | | | — | | | $1,924,961 | ||
Daniel J. Mathewes | | | Annual Cash Incentive | | | — | | | $60,938 | | | $812,500 | | | $1,625,000 | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Service RSUs | | | 3/7/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | 16,534 | | | | | | | $812,481 | ||||
| Stock Options | | | 3/7/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 16,394 | | | $49.14 | | | $406,243 | ||
| Performance RSUs | | | 3/7/2023 | | | — | | | — | | | — | | | 4,133 | | | 8,267 | | | 16,534 | | | — | | | — | | | — | | | $406,240 | ||
Gordon S. Gurnik | | | Annual Cash Incentive | | | — | | | $60,938 | | | $812,500 | | | $1,625,000 | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Service RSUs | | | 3/7/2023 | | | — | | | — | | | — | | | — | | | | | | | 16,534 | | | — | | | — | | | $812,481 | ||||
| Stock Options | | | 3/7/2023 | | | — | | | — | | | — | | | — | | | | | | | — | | | 16,394 | | | $49.14 | | | $406,243 | ||||
| Performance RSUs | | | 3/7/2023 | | | — | | | — | | | — | | | 4,133 | | | 8,267 | | | 16,534 | | | — | | | — | | | — | | | $406,240 | ||
Charles R. Corbin | | | Annual Cash Incentive | | | — | | | $39,375 | | | $525,000 | | | $1,050,000 | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Service RSUs | | | 3/7/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | 10,683 | | | — | | | — | | | $524,963 | ||
| Stock Options | | | 3/7/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 10,593 | | | $49.14 | | | $262,495 | ||
| Performance RSUs | | | 3/7/2023 | | | — | | | — | | | — | | | 2,670 | | | 5,341 | | | 10,682 | | | — | | | — | | | — | | | $262,457 | ||
Pablo Brizi | | | Annual Cash Incentive | | | — | | | $35,625 | | | $475,000 | | | $950,000 | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| Service RSUs | | | 3/7/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | 9,666 | | | — | | | — | | | $474,987 | ||
| Stock Options | | | 3/7/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 9,584 | | | $49.14 | | | $237,492 | ||
| Performance RSUs | | | 3/7/2023 | | | — | | | — | | | — | | | 2,416 | | | 4,833 | | | 9,666 | | | — | | | — | | | — | | | $237,494 |
(1) | Reflects the possible payouts of cash incentive compensation under our annual cash incentive program. Amounts reported in the “Threshold” column assume that there is no payout under the Economic Adjusted EBITDA component of the annual cash incentive program and that the NEO only earns the minimum payout for the individual performance objective that has been assigned the lowest weighting. |
(2) | As described in further detail under ‘’Compensation Discussion and Analysis-2023 Executive Compensation Design and Decisions-Long-Term Incentive Compensation”, the Performance RSUs granted in 2023 have a 3-year performance period ending December 31, 2025 and vest, as to 50% of the awards, based on Economic Adjusted EBITDA and, as to 50% of the awards, based on Contract Sales. Threshold assumes that 50% of the total Performance RSUs awarded vest, and maximum assumes that 200% of the total Performance RSUs awarded vest. |
(3) | Service RSUs vest in three equal annual installments beginning on the first anniversary of the grant date. |
(4) | Stock options vest in three equal annual installments beginning on the first anniversary of the grant date. The stock options have an exercise price per share equal to the closing price of HGV’s common stock as reported on the NYSE on the date of grant. |
(5) | Represents the grant date fair value of the awards computed in accordance with FASB ASC Topic 718, using the assumptions discussed in Note 19 (“Share- Based Compensation”) of the consolidated financial statements included in HGV’s Annual Report on Form 10-K. The stock options have a weighted average exercise price per share equal to $49.14, computed in accordance with FASB ASC Topic 718 using the assumptions discussed in Note 19 (“Share-Based Compensation”) of the consolidated financial statements included in HGV’s Annual Report on Form 10-K. The grant date fair value of the Performance RSUs was computed in accordance with FASB ASC Topic 718 based on the probable outcome of the performance conditions as of the grant date. |
Hilton Grand Vacations | | | 49 | | | 2024 PROXY STATEMENT |
| | Option Awards | | | | | Stock Awards | | ||||||||||||||||||||
Name | | | Grant Date | | | Number of Securities Underlying Unexercised Options Exercisable (#) | | | Number of Securities Underlying Unexercised Options Unexercisable(2) (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested(3) (#) | | | Market Value of Shares or Units of Stock That Have Not Subscripted(6) ($) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(6) ($) | |
Mark D. Wang | | | | | | | | | | | | | — | | | — | | | — | | | — | | |||||
| 2/10/2015(1) | | | 46,388 | | | — | | | $26.17 | | | 2/10/2025 | | | — | | | — | | | — | | | — | | ||
| 2/18/2016(1) | | | 73,286 | | | — | | | $18.69 | | | 2/18/2026 | | | — | | | — | | | — | | | — | | ||
| 3/9/2017 | | | 190,813 | | | — | | | $28.30 | | | 3/9/2027 | | | — | | | — | | | — | | | — | | ||
| 3/7/2018 | | | 48,906 | | | — | | | $46.62 | | | 3/7/2028 | | | — | | | — | | | — | | | — | | ||
| 3/5/2019 | | | 61,838 | | | — | | | $33.32 | | | 3/5/2029 | | | — | | | — | | | — | | | — | | ||
| 3/3/2020 | | | 83,150 | | | | | $25.80 | | | 3/3/2030 | | | | | | | — | | | — | | |||||
| 3/22/2021 | | | 95,237 | | | 47,620 | | | $38.22 | | | 3/22/2031 | | | 33,142 | | | $1,331,646 | | | — | | | — | | ||
| 8/2/2021 | | | | | | | | | | | 121,728(5) | | | $4,891,031 | | | | | | ||||||||
| 3/7/2022 | | | 19,666 | | | 39,333 | | | $44.09 | | | 3/7/2032 | | | 31,603 | | | $1,269,809 | | | | | | ||||
| — | | | | | | | | | | | 63,501(5) | | | $2,551,470 | | | | | | ||||||||
| 3/7/2023 | | | — | | | 55,488 | | | $49.14 | | | 3/7/2033 | | | 44,770 | | | $1,798,859 | | | 39,173(8) | | | $1,573,971 | | ||
Daniel J. Mathewes | | | 3/5/2019 | | | 23,342 | | | — | | | $33.32 | | | 3/5/2029 | | | — | | | — | | | — | | | — | |
| 3/3/2020 | | | 31,386 | | | | | $25.80 | | | 3/3/2030 | | | | | | | — | | | — | | |||||
| 3/22/2021 | | | 27,568 | | | 13,785 | | | $38.22 | | | 3/22/2031 | | | 9,594 | | | $385,487 | | | — | | | — | | ||
| 8/2/2021 | | | | | | | | | | | 68,979(5) | | | $2,771,576 | | | | | | ||||||||
| 3/7/2022 | | | 6,972 | | | 13,946 | | | $44.09 | | | 3/7/2032 | | | 14,006 | | | $562,761 | | | | | | ||||
| — | | | | | | | | | | | 16,081(5) | | | $646,135 | | | | | | ||||||||
| 3/7/2023 | | | — | | | 16,394 | | | $49.14 | | | 3/7/2033 | | | 16,534 | | | $664,336 | | | 8,267(8) | | | $332,168 | | ||
Gordon S. Gurnik | | | 3/5/2019 | | | 24,410 | | | — | | | $33.32 | | | 3/5/2029 | | | — | | | — | | | — | | | — | |
| 3/3/2020 | | | 32,822 | | | | | $25.80 | | | 3/3/2030 | | | | | | | — | | | — | | |||||
| 3/22/2021 | | | 22,587 | | | 11,294 | | | $38.22 | | | 3/22/2031 | | | 7,861 | | | $315,855 | | | — | | | — | | ||
| 8/2/2021 | | | | | | | | | | | 68,979(5) | | | $2,771,576 | | | | | | ||||||||
| 3/7/2022 | | | 7,339 | | | 14,679 | | | $44.09 | | | 3/7/2032 | | | 14,743 | | | $592,374 | | | | | | ||||
| — | | | | | | | | | | | 16,926(5) | | | $680,087 | | | | | | ||||||||
| 3/7/2023 | | | — | | | 16,394 | | | $49.14 | | | 3/7/2033 | | | 16,534 | | | $664,336 | | | 8,267(8) | | | $332,168 | | ||
Charles R. Corbin | | | 2/10/2015 | | | 6,755 | | | — | | | $26.17 | | | 2/10/2025 | | | — | | | — | | | — | | | — | |
| 3/9/2017 | | | 31,802 | | | — | | | $28.30 | | | 3/9/2027 | | | — | | | — | | | — | | | — | | ||
| 3/7/2018 | | | 11,930 | | | — | | | $46.62 | | | 3/7/2028 | | | — | | | — | | | — | | | — | | ||
| 5/10/2018 | | | 6,365 | | | — | | | $39.87 | | | 5/10/2028 | | | — | | | — | | | — | | | — | | ||
| 3/5/2019 | | | 22,628 | | | — | | | $33.32 | | | 3/5/2029 | | | — | | | — | | | — | | | — | | ||
| 3/3/2020 | | | 30,426 | | | | | $25.80 | | | 3/3/2030 | | | | | | | — | | | — | | |||||
| 3/22/2021 | | | 20,938 | | | 10,470 | | | $38.22 | | | 3/22/2031 | | | 7,287 | | | $292,792 | | | — | | | — | | ||
| 8/2/2021 | | | | | | | | | | | 68,979(5) | | | $2,771,576 | | | | | | ||||||||
| 3/7/2022 | | | 4,939 | | | 9,881 | | | $44.09 | | | 3/7/2032 | | | 9,923 | | | $398,706 | | | | | | ||||
| — | | | | | | | | | | | 11,393(5) | | | $457,771 | | | | | | ||||||||
| 3/7/2023 | | | | | 10,593 | | | $49.14 | | | 3/7/2033 | | | 10,683 | | | $429,243 | | | 5,341(8) | | | $214,601 | | |||
Pablo Brizi | | | 3/22/2021 | | | 15,037 | | | 7,519 | | | $38.22 | | | 3/22/2031 | | | 5,233 | | | $210,262 | | | — | | | — | |
| 8/2/2021 | | | | | | | | | | | 48,689(5) | | | $1,956,324 | | | | | | ||||||||
| 3/7/2022 | | | 4,064 | | | 8,131 | | | $44.09 | | | 3/7/2032 | | | 8,165 | | | $328,070 | | | | | | ||||
| — | | | | | | | | | | | 9,374(5) | | | $376,647 | | | | | | ||||||||
| 3/7/2023 | | | — | | | 9,584 | | | $49.14 | | | 3/7/2033 | | | 9,666 | | | $388,380 | | | 4,833(8) | | | $194,190 | |
(1) | Reflects outstanding stock options granted prior to the completion of our spin-off on January 3, 2017, from Hilton Worldwide, as-converted in connection with the spin-off. |
Hilton Grand Vacations | | | 50 | | | 2024 PROXY STATEMENT |
(2) | Stock options vest in three equal annual installments beginning on the first anniversary of the grant date. |
(3) | For additional information on vesting upon specified termination events or a change in control, see “Potential Payments Upon Termination or Change in Control”. |
(4) | The 2021, 2022 and 2023 Service RSUs vest in three equal annual installments beginning on the first anniversary of the grant date. |
(5) | Reflects the actual number of 2022 Performance RSUs earned and settled in shares of common stock following the Compensation Committee’s certification of performance achievement in February 2024. For additional information regarding the 2022 Performance RSUs, see the Compensation Discussion and Analysis. |
(6) | Amounts reported are based on the closing price of HGV’s common stock on the NYSE on December 29, 2023 ($40.18). |
(7) | Reflects the actual number of Diamond Acquisition Incentive Awards earned and settled in shares of common stock following the Compensation Committee’s certification of performance achievement in February 2024. For additional information regarding the Diamond Acquisition Incentive Awards, see the Compensation Discussion and Analysis. |
(8) | Performance RSUs granted in 2023 vest according to the level of achievement of targets related to Economic Adjusted EBITDA and Contract Sales at the end of a 3-year performance period. In the table above, the number and market value of the 2023 Performance RSUs reported reflect an assumed level of achievement of target performance goals based on the Company’s performance as of December 31, 2023. The actual number of Performance RSUs that will be earned is not yet determinable. |
| | | Option Awards | | | Stock Awards | | |||||||
| Name | | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($) | | | Number of Shares Acquired on Vesting(1) (#) | | | Value Realized on Vesting(2) ($) | |
| Mark D. Wang | | | 49,850 | | | $1,354,255 | | | 149,323 | | | $6,897,641 | |
| Daniel J. Mathewes | | | — | | | — | | | 45,095 | | | $2,089,392 | |
| Gordon S. Gurnik | | | — | | | — | | | 39,420 | | | $1,832,165 | |
| Charles R. Corbin | | | — | | | — | | | 34,671 | | | $1,606,462 | |
| Pablo Brizi | | | — | | | — | | | 29,352 | | | $1,302,463 | |
(1) | Includes shares received from the vesting of Service RSUs. |
(2) | The dollar amounts shown are determined by multiplying the number of shares that vested by the per share closing price of HGV’s common stock on the NYSE on the vesting date. |
Hilton Grand Vacations | | | 51 | | | 2024 PROXY STATEMENT |
| Name | | | Executive Contributions in Last FY(1) ($) | | | Registrant Contributions in Last FY ($) | | | Aggregate Earnings in Last FY(2) ($) | | | Aggregate Withdrawals/ Distributions | | | Aggregate Balance at Last FYE(3) | |
| Mark D. Wang | | | — | | | — | | | — | | | — | | | — | |
| EDCP | | | $145,538 | | | — | | | $30,451 | | | — | | | $312,655 | |
| Prior EDCP | | | — | | | — | | | $137,200 | | | — | | | $1,007,212 | |
| Daniel J. Mathewes | | | $53,500 | | | — | | | $19,759 | | | — | | | $123,210 | |
| Gordon S. Gurnik | | | — | | | — | | | — | | | — | | | — | |
| Charles R. Corbin | | | — | | | — | | | — | | | — | | | — | |
| Pablo Brizi | | | — | | | — | | | — | | | — | | | — | |
(1) | The amount in this column is included in the “Salary” column for 2023 in the Summary Compensation Table. |
(2) | Amounts in this column are not reported as compensation for fiscal year 2023 in the Summary Compensation Table since they do not reflect above-market or preferential earnings. Deferrals may be allocated among investment options that generally mirror the investment options available under HGV’s 401(k) plan. Of the available investment options, the one-year rate of return during 2023 ranged from 4.72% to 36.74%. |
(3) | Pursuant to the terms of the prior EDCP, the Diamond Acquisition resulted in a required distribution of account balances under the prior EDCP in accordance with its terms. The balance remaining in Mr. Wang’s account reflects the amount contributed by Mr. Wang prior to effective date of Section 409A of the Internal Revenue Code (the “grandfathered amount”). Mr. Wang’s grandfathered amount was not subject to the mandatory distribution requirement in connection with the closing of the Diamond Acquisition. Of the total in this column listed for Mr. Wang, $217,404 was previously reported for 2020-2021 in the Summary Compensation Table. |
Hilton Grand Vacations | | | 52 | | | 2024 PROXY STATEMENT |
Name | | | Qualifying Termination Without CIC(1) ($) | | | Qualifying Termination Following CIC(1) ($) | | | CIC Without Qualifying Termination(3) ($) | | | Death or Disability(3) ($) | | | Retirement(3) ($) |
Mark D. Wang | | | | | | | | | | | |||||
Cash Severance(1)(2)(3) | | | $6,875,000 | | | $6,875,000 | | | $— | | | $1,650,000 | | | $— |
Equity Awards(4) | | | $5,467,973 | | | $6,067,619 | | | $6,067,619 | | | $5,017,826 | | | $6,067,619 |
Continuation of Health and Welfare Benefits(5) | | | $18,481 | | | $18,481 | | | | | | | |||
Life Insurance Benefits(6) | | | $2,165 | | | $2,165 | | | | | | | |||
Total Value of Benefits | | | $12,363,619 | | | $12,963,265 | | | $6,067,619 | | | $6,667,826 | | | $6,067,619 |
Daniel J. Mathewes | | | | | | | | | | | |||||
Cash Severance(1)(2)(3) | | | $2,925,000 | | | $2,925,000 | | | $— | | | $812,500 | | | $— |
Equity Awards(4) | | | $— | | | $1,971,771 | | | $1,971,771 | | | $1,750,224 | | | $1,971,771 |
Continuation of Health and Welfare Benefits(5) | | | $29,190 | | | $29,190 | | | | | | | |||
Life Insurance Benefits(6) | | | $1,949 | | | $1,949 | | | | | | | |||
Total Value of Benefits | | | $2,956,139 | | | $4,927,910 | | | $1,971,771 | | | $2,562,724 | | | $1,971,771 |
Gordon S. Gurnik | | | | | | | | | | | |||||
Cash Severance(1)(2)(3) | | | $2,925,000 | | | $2,925,000 | | | $— | | | $812,500 | | | $— |
Equity Awards(4) | | | $— | | | $1,926,869 | | | $1,926,869 | | | $1,705,323 | | | $1,926,869 |
Continuation of Health and Welfare Benefits(5) | | | $25,403 | | | $25,403 | | | | | | | |||
Life Insurance Benefits(6) | | | $1,949 | | | $1,949 | | | | | | | |||
Total Value of Benefits | | | $2,952,351 | | | $4,879,221 | | | $1,926,869 | | | $2,517,823 | | | $1,926,869 |
Charles R. Corbin | | | | | | | | | | | |||||
Cash Severance(1)(2)(3) | | | $2,100,000 | | | $2,100,000 | | | $— | | | $525,000 | | | $— |
Equity Awards(4) | | | $— | | | $1,355,863 | | | $1,355,863 | | | $1,212,730 | | | $1,355,863 |
Continuation of Health and Welfare Benefits(5) | | | $21,259 | | | $21,259 | | | | | | | |||
Life Insurance Benefits(6) | | | $910 | | | $910 | | | | | | | |||
Total Value of Benefits | | | $2,122,169 | | | $3,478,032 | | | $1,355,863 | | | $1,737,730 | | | $1,355,863 |
Pablo Brizi | | | | | | | | | | | |||||
Cash Severance(1)(2)(3) | | | $1,900,000 | | | $1,900,000 | | | $— | | | $475,000 | | | $— |
Equity Awards(4) | | | $— | | | $1,135,639 | | | $1,135,639 | | | $1,006,120 | | | $1,135,639 |
Continuation of Health and Welfare Benefits(5) | | | $29,190 | | | $29,190 | | | | | | | |||
Life Insurance Benefits(6) | | | $1,199 | | | $1,199 | | | | | | | |||
Total Value of Benefits | | | $1,930,389 | | | $3,066,028 | | | $1,135,639 | | | $1,481,120 | | | $1,135,639 |
(1) | Under the applicable Severance Agreements for our NEOs, a “qualifying termination” means a termination of employment either by HGV without “cause” or by the executive for “good reason”, each as defined in the applicable Severance Agreement. An executive is not deemed to have experienced a qualifying |
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(2) | Under the applicable Severance Agreements for our NEOs, in the event of a change in control without a “qualifying termination”, no NEO is entitled to receive any cash severance payments or other severance benefits described in note (1) above or notes (5) and (6) below. With respect to the treatment of outstanding equity awards in the event of a change in control without a “qualifying termination”, see note (4) below. |
(3) | Under the applicable Severance Agreements for our NEOs, no NEO is entitled to receive any cash severance payments or other severance benefits described in note (1) above or notes (5) and (6) below if the NEO’s employment is terminated by reason of his death or disability, or his retirement. However, the NEO is entitled to receive the accrued amounts described in note (1) above. With respect to the treatment of outstanding equity awards in the event of a death or disability, or upon retirement, see note (4) below. |
(4) | Amounts represent the value of the acceleration of any unvested Performance RSUs, Service RSUs, and stock options, assuming the acceleration occurred on December 31, 2023 and are based on the closing price of HGV’s common stock on the NYSE on December 29, 2023, which was $40.18 per share. Amounts do not include the value of any (a) Converted PSAs, Converted Service RSUs or Converted Stock Options as they were fully vested as of December 31, 2023, or (b) any Service RSUs and stock options to the extent they were vested as of December 31, 2023. |
○ | If the NEO’s employment is terminated by HGV ‘’without cause” or by the NEO for “good reason” (as such terms are defined in the applicable Service RSU award agreement) without a change in control, all unvested Service RSUs will terminate, except in the case of Mr. Wang only, if he has a qualifying termination (as defined in his Severance Agreement) and a change in control has not occurred, any portion of a Service RSU that would have vested within 24 months of termination will immediately vest. Accordingly, the amounts in this table for Mr. Wang include those portions of his unvested Service RSUs that would have vested through December 31, 2023. |
○ | If the NEO’s employment is terminated by HGV ‘’without cause” or by the NEO for “good reason” within 12 months following a change in control, all unvested Service RSUs will immediately vest. |
○ | In the event of a change in control without a termination of employment, if the successor or surviving company in such change in control does not assume or substitute for the Service RSUs on substantially similar terms or with substantially equivalent economic benefits, then all unvested Service RSUs will immediately vest. For the purposes of this table only, we have assumed that the outstanding unvested Service RSUs were not assumed by the acquiror and, therefore, fully vested in connection with such change in control on December 31, 2023. |
○ | If the NEO’s employment is terminated due to the executive’s death or disability, then all unvested Service RSUs will immediately vest. |
○ | If the NEO’s employment is terminated by reason of his qualifying “retirement”, then the Service RSUs will continue to vest following the termination date in accordance with the original vesting schedule, subject to the NEO’s compliance with certain restrictive covenants (provided that the date of grant of the Service RSUs was at least 6 months prior to the date of the NEO’s retirement). The amounts reflected in the table assume, for purposes of this table only, that in the case of the applicable NEO’s retirement, all of outstanding unvested Service RSUs fully vested at December 31, 2023. See “Equity Awards” below. As of December 31, 2023, Mr. Wang and Mr. Corbin were the only NEOs eligible for a qualifying retirement. |
○ | If the NEO’s employment is terminated by HGV ‘’without cause” or by the NEO for “good reason” (as such terms are defined in the applicable stock option award agreement) without a change in control, all unvested stock options will terminate and any vested stock options will be exercisable for a period of 90 days, except in the case of Mr. Wang only, if he has a qualifying termination (as defined in his Severance Agreement) and a change in control has not occurred, any portion of stock options that would have vested within 24 months of termination will immediately vest and Mr. Wang will be entitled to exercise all vested stock options for a period ending on the earlier of the expiration of the original term of the stock option or 24 months from the termination date. Accordingly, the amounts in this table for Mr. Wang include those portions of his unvested stock options that would have vested through December 31, 2023. |
○ | If the NEO’s employment is terminated by HGV ‘’without cause” or by the NEO for “good reason” within 12 months following a change in control, all unvested stock options will immediately vest and become exercisable until the earlier of the expiration of the options or 90 days after the termination date. |
○ | In the event of a change in control without a termination of employment, if the successor or surviving company in such change in control does not assume or substitute for the stock options on substantially similar terms or with substantially equivalent economic benefits, then all unvested stock options will immediately vest and become exercisable. For the purposes of this table only, we have assumed that the outstanding stock options were not assumed by the acquiror and, therefore, fully vested in connection with such change in control on December 31, 2023. |
○ | If the NEO’s employment is terminated due to the executive’s death or disability, then all unvested options will immediately vest and become exercisable. |
○ | If the NEO’s employment is terminated by reason of his qualifying “retirement”, then the unvested portion of the stock options will continue to vest following the termination date in accordance with the original vesting schedule, subject to the NEO’s compliance with certain restrictive covenants (provided that the date of grant of the stock options was at least 6 months prior to the date of the NEO’s retirement). The amounts reflected in the table assume, for purposes of this table only, that in the case of the applicable NEO’s retirement, all of outstanding unvested stock options fully vested on December 31, 2023. See “Equity Awards” above. As noted above, as of December 31, 2023, Mr. Wang and Mr. Corbin were the only NEOs eligible for a qualifying retirement. |
○ | In the table above, amounts as they relate to stock options reported reflect the “spread”, or difference between the exercise price and closing price of HGV’s common stock on the NYSE as of December 29, 2023. For the purpose of this calculation, outstanding unvested options having an exercise price greater than the closing price of our common stock on such date have a value of $0. |
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○ | If the NEO’s employment is terminated by HGV ‘’without cause or by the NEO for “good reason” (as such terms are defined in the applicable Performance RSU award agreement) without a change in control, any unvested Performance RSUs will terminate (unless otherwise provided by the Compensation Committee). In the case of Mr. Wang only, if he has a qualifying termination (as defined in his Severance Agreement) and a change in control has not occurred, a prorated portion of the Performance RSUs will immediately vest at a target level of performance, with the proration based on (a) the actual service period between the beginning of the applicable 36-month performance period of the applicable Performance RSUs through the date of termination, plus an additional 24 months (subject to a total maximum of 36 months), over (b) the 36-month performance period of such Performance RSUs. |
○ | If the NEO’s employment is terminated by HGV ‘’without cause or by the NEO for “good reason” within 12 months following a change in control, the Performance RSUs will immediately vest at actual performance, or at target if performance cannot reasonably be assessed. For the purposes of this table only, we have assumed that the Performances RSUs vested at target on December 31, 2023. |
○ | In the event of a change in control without a termination of employment, if the successor or surviving company in such change in control does not assume or substitute for the Performance RSUs on substantially similar terms or with substantially equivalent economic benefits, then the Performance RSUs will immediately vest at target. For the purposes of this table only, we have assumed that the outstanding Performance RSUs were not assumed by the acquiror and, therefore, fully vested in connection with such change in control on December 31, 2023 at target. |
○ | If the NEO’s employment is terminated due to the executive’s death or disability, then a prorated portion of the Performance RSUs will immediately vest at a target level of performance, with the proration based on the number of days in the vesting period that have elapsed prior to termination. For the purposes of this table only, we have assumed such proration through December 31, 2023. |
○ | If the NEO’s employment is terminated by reason of his qualifying “retirement”, then the Performance RSUs will remain outstanding and eligible to vest following the conclusion of the applicable performance period based on achievement of applicable performance goals, and subject to the NEO’s compliance with certain restrictive covenants (provided that the date of grant of the Performance RSUs was at least 6 months prior to the date of the NEO’s retirement). The amounts reflected in the table assume, for purposes of this table only, that in the case of the applicable NEO’s retirement, the Performance RSUs vested at target on December 31, 2023. See “Equity Awards” above. As noted above, as of December 31, 2023, Mr. Wang and Mr. Corbin were the only NEOs who were eligible for a qualifying retirement. |
(5) | Under the applicable Severance Agreements for our NEOs, upon a “qualifying termination”, each NEO is entitled to continued healthcare coverage in an amount equal to the excess of the cost of the coverage over the amount that the executive would have had to pay if the executive remained employed for 18 months following the date of termination. |
(6) | Under the applicable Severance Agreements for our NEOs, upon a “qualifying termination”, to the extent HGV provides the executive’s life insurance coverage immediately prior to the qualifying termination and this coverage is eligible for post-termination continuation or conversion to an individual policy, each NEO is entitled to receive a cash payment equal to the amount required to continue such coverage as an individual policy for a period of 12 months following the termination date (and, if HGV deems necessary or advisable, to convert such coverage to an individual policy), payable in a single lump sum within 60 days following the termination date. |
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Award Type | | | Termination Provisions for Unvested Shares | |
Service RSUs | | | • Termination without “Cause” (as defined in the 2017 Incentive Plan) or for “Good Reason” (as defined in the applicable award agreement) without a change in control: Forfeit unvested(1) • Termination without “Cause” (as defined in the 2017 Incentive Plan) or for “Good Reason” (as defined in the applicable award agreement) within 12 months following a change in control: Immediately vest • Change in control without termination: Immediately vest if not assumed by the acquiror in the transaction • Death or disability: Immediately vest • Retirement: Continue to vest based on the original vesting schedule so long as no restrictive covenant violation occurs(2) • Other reasons: Forfeit unvested(3) | |
Award | | | Termination Provisions for Unvested Shares | |
Stock Options | | | • Termination without “Cause” (as defined in the 2017 Incentive Plan) or for “Good Reason” (as defined in the applicable award agreement) without a change in control: Forfeit unvested(1) • Termination without “Cause” (as defined in the 2017 Incentive Plan) or for “Good Reason” (as defined in the applicable award agreement) within 12 months following a change in control: Immediately vest and become exercisable; remain exercisable for 90 days thereafter(4) • Change in control without termination: Immediately vest if not assumed by the acquiror in the transaction • Death or disability: Immediately vest and become exercisable; remain exercisable for one year thereafter(4) • Retirement: Continue to vest according to the original vesting schedule; remain exercisable until the original expiration date, so long as no restrictive covenant violation occurs(2)(4) • Other reasons: Forfeit unvested; vested options will remain exercisable for 90 days thereafter except as noted in the notes(3)(4) | |
Performance RSUs | | | • Termination without “Cause” (as defined in the 2017 Incentive Plan) or for “Good Reason” (as defined in the applicable award agreement) without a change in control: Forfeit unvested(1) • Termination without “Cause” (as defined in the 2017 Incentive Plan) or for “Good Reason” (as defined in the applicable award agreement) within 12 months following a change in control: Immediately vest(5) • Change in control without termination: Immediately vest at target if not assumed by the acquiror in the transaction • Death or disability: Prorated portion will immediately vest at target(6) • Retirement: Award will remain outstanding and eligible to vest at the end of the performance period based on actual performance so long as no restrictive covenant violation occurs(2) • Other reasons: Forfeit unvested(3) | |
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(1) | Termination without “Cause” or for “Good Reason” without a change in control or termination for any other reason not covered otherwise in this table generally results in forfeiture of all unvested equity awards. However, pursuant to Mr. Wang’s Severance Agreement, upon a “qualifying termination” (other than in connection with a change in control), any portion of an equity award granted to Mr. Wang that would have vested within 24 months from Mr. Wang’s termination date will accelerate and vest immediately as of the termination date. Pursuant to the foregoing sentence, Mr. Wang’s Performance RSUs will vest immediately based on the target number of Performance RSUs prorated based on (a) the actual service period between the beginning of the applicable 36-month performance period of the applicable Performance RSUs through the date of termination, plus an additional 24 months (subject to a total maximum of 36 months), over (b) the 36-month performance period of such Performance RSUs. In addition, Mr. Wang will be entitled to exercise any vested options for a period ending on the earlier of (a) the expiration of the original term of the applicable option or (b) 24 months from the termination date. |
(2) | For continued vesting to occur, retirement must occur on a date that is six months after the grant date of the award. In addition, continued vesting only applies if retirement occurs after having achieved both 55 years or older and at least ten (10) years of aggregate service to HGV (which includes service to Hilton Worldwide prior to the January 2017 spin-off). |
(3) | Upon termination for cause, all unvested Service RSUs and Performance RSUs terminate immediately. In addition, all vested and unvested options terminate immediately. The option exercise period will also expire immediately upon the occurrence of a restricted covenant violation. |
(4) | Options do not remain exercisable later than the original expiration date. |
(5) | Number of Performance RSUs will vest based on actual performance through the termination date, as determined by the Compensation Committee, or at a target level of performance if the measurement of actual performance cannot be reasonably assessed. |
(6) | Prorated based on the number of days in the vesting period that have elapsed prior to termination. |
• | We determined that, as of October 1, 2022, our employee population consisted of approximately 14,637 individuals working at our parent company and consolidated subsidiaries. We selected October 1, 2022, which is within the last three months of 2022, as the date upon which we would identify the “median employee” to allow sufficient time to identify the median employee given the global scope of our operations. |
• | Of our 14,637 employees, 11,993 are U.S. employees and 2,644 are non-U.S. employees. Under the de minimis exemption, we excluded the following number of employees from each of the following jurisdictions: 9 employees from Austria, 2 employees from Korea, 566 employees from Mexico, 1 employee from Greece, 15 employees from Italy, 1 employee from Malta, 36 employees from Portugal, and 98 employees from Sint Maarten, which represent in the aggregate less than 5% of our total employees who are non-U.S. employees. No more than 5% of our employees are located in any of the foregoing non-U.S. jurisdictions. |
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• | We identified a consistently applied compensation measure, which would provide a picture of the annual compensation of our employees. For our consistently applied compensation measure, we used total cash compensation—a combination of salary/overtime (paid on an hourly, weekly, biweekly or monthly basis) plus a variety of other cash-based incentive pay (including commissions, bonuses and other types of production-based pay typical for their respective positions) received by the employees in our identified population. |
• | Given our multiple payroll systems and diverse global workforce, we measured compensation for our employees using the 12-month period ending September 30, 2022. In making this determination, we annualized the compensation of all permanent employees included in the population who were hired during the period, but who did not work for us for the entire 12 months. We did not make any cost-of-living adjustments. |
• | The HGV workforce is paid in seven currencies throughout the world. To identify our median employee, we applied an average local currency to U.S. dollar exchange rate using the average monthly currency exchange rate as of September 30, 2022 to the cash compensation paid in foreign currency. |
• | To identify the median employee from our employee population, we ranked our employees, excluding the CEO, high to low based on our employees’ total cash compensation. |
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| 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) | | |||
| Company TSR (f) | | | Peer Group TSR(4) (g) | | |||||||||||||||||||||
| 2023 | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
| 2022 | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
| 2021 | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
| 2020 | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $( | | | $ | |
(1) | The principal executive officer (the “PEO”) for each of 2023, 2022, 2021 and 2020 is |
(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: |
| | | 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 | | | $ | | | $ | | | $( | | | $ | | | $ | | | $ | | | $ | | | $( | |
| 2022 | | | $ | | | $ | | | $( | | | $ | | | $( | | | $ | | | $ | | | $( | |
| 2021 | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
| 2020 | | | $ | | | $ | | | $( | | | $ | | | $( | | | $ | | | $ | | | $( | |
Hilton Grand Vacations | | | 59 | | | 2024 PROXY STATEMENT |
| | | Subtracted: | | | Added: | | | Subtracted: | | | Added: | | | | |||||||||||
| | | Average Grant Date Fair Value of Awards Granted in the Year($)(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 | | | $ | | | $ | | | $( | | | $ | | | $ | | | $ | | | $ | | | $( | |
| 2022 | | | $ | | | $ | | | $( | | | $ | | | $( | | | $ | | | $ | | | $( | |
| 2021 | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
| 2020 | | | $ | | | $ | | | $( | | | $ | | | $( | | | $ | | | $ | | | $( | |
(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 |
Required Tabular Disclosure of Most Important Measures used by the Company to link CAP to the Company’s NEOs for 2022 |
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| Name of Beneficial Owner | | | Amount of Beneficial Ownership | | | Percent of Common Stock Outstanding | |
| PRINCIPAL STOCKHOLDERS: | | | | | | ||
| Apollo Global Management(1) | | | 30,295,825 | | | 28.9% | |
| BlackRock, Inc.(2) | | | 9,201,980 | | | 8.8% | |
| The Vanguard Group, Inc.(3) | | | 7,468,146 | | | 7.1% | |
| CAS Investment Partners, LLC(4) | | | 6,768,920 | | | 6.5% | |
| Hill Path Capital Partners II L.P.(5) | | | 6,509,913 | | | 6.2% | |
| North Peak Capital Management, LLC(6) | | | 6,108,916 | | | 5.8% | |
| DIRECTORS AND NAMED EXECUTIVE OFFICERS: | | | | | | ||
| Mark D. Wang(7) | | | 1,288,784 | | | 1.2% | |
| Daniel J. Mathewes(7) | | | 231,724 | | | * | |
| Gordon S. Gurnik(7) | | | 247,460 | | | * | |
| Charles R. Corbin(7) | | | 252,469 | | | * | |
| Pablo Brizi(7) | | | 91,447 | | | * | |
| Leonard A. Potter(8) | | | 90,597 | | | * | |
| Brenda J. Bacon(8) | | | 36,022 | | | * | |
| David W. Johnson(8) | | | 70,747 | | | * | |
| Mark H. Lazarus(8) | | | 30,597 | | | * | |
| Pamela H. Patsley(8) | | | 30,597 | | | * | |
| Paul W. Whetsell(8) | | | 35,597 | | | * | |
| David Sambur(9) | | | — | | | — | |
| Alex van Hoek(9) | | | — | | | — | |
| Directors and executive officers as a group (13 persons)(10) | | | 2,406,041 | | | 2.3% | |
* | Represents less than 1%. |
(1) | Based on the Schedule 13D filed on August 11, 2021 jointly by AP Dakota Co-Invest, L.P., AP VIII Dakota Holdings Borrower, L.P., AP Dakota Co-Invest GP, LLC, AP VIII Dakota Holdings Borrower GP, LLC, AP VIII Dakota Holdings, L.P., Apollo Advisors VIII, L.P., Apollo Capital Management VIII, LLC, APH |
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(2) | Based on the Schedule 13G/A filed on January 25, 2024 by BlackRock, Inc. Consists of 8,992,088 shares of common stock in which BlackRock, Inc. has sole voting power and 9,201,980 shares of common stock in which BlackRock, Inc. has sole dispositive power. The address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. |
(3) | Based on the Schedule 13G/A filed on February 13, 2024, by The Vanguard Group, Inc. (“Vanguard”). Consists of 162,142 shares in which Vanguard has shared voting power, 7,225,807 shares in which Vanguard has sole dispositive power, and 242,339 shares in which Vanguard has shared dispositive power. The address of Vanguard is PO Box 2600, Valley Forge, PA 19482. |
(4) | Based on the Schedule 13G/A filed on February 14, 2024, by CAS Investment Partners, LLC and Clifford Sosin. Clifford Sosin is the Managing Member of CAS Investment Partners, LLC, and CAS Investment Partners, LLC is the investment manager of CSWR Partners, LP and Sosin Master, LP, in which the shares are held. As a result, CAS Investment Partners, LLC and Clifford Sosin possess the power to vote and dispose or direct the disposition of all the shares owned by the Sosin Master, LP and CSWR Partners, LP. The address of the reporting persons is 135 E 57th Street, Suite 18-108, New York, NY 10022. |
(5) | Based on the Schedule 13G/A filed February 14, 2023 by Hill Path Capital Partners II LP, Hill Path Capital Partners II GP LLC, Hill Path Investment Holdings II LLC, Hill Path Capital Partners III LP, Hill Path Capital Partners III GP LLC, Hill Path Investment Holdings III LLC, Hill Path Capital LP, Hill Path Holdings LLC and Scott I. Ross. Each entity and Mr. Ross has sole voting and sole dispositive power with respect to the shares he or it beneficially owns. The address of the reporting persons is 150 East 58th Street, 33rd Floor, New York, New York 10155. |
(6) | Based on the Schedule 13G/A filed on February 13, 2024 by North Peak Capital Management, LLC (“North Peak Management”), North Peak Capital GP, LLC, North Peak Capital Partners, LP, North Peak Capital Partners II, LP, North Peak Special Opportunity Partners II, LLC, North Peak Capital Alpha Fund, LP, North Peak Capital Ultra Fund, LP, Jeremy S. Kahan and Michael K. Kahan. Each reporting person has shared voting and shared dispositive power with respect to the shares he or it beneficially owns, except North Peak Management has sole dispositive power with respect to 852,389 of the shares it beneficially owns. The address of each reporting person is c/o North Peak Capital Management, LLC, 405 Lexington Avenue, Suite 5001, New York, NY 10174. |
(7) | Includes shares underlying vested options, as follows: Mr. Wang—611,057; Mr. Mathewes—101,705; Mr. Gurnik—99,961; Mr. Corbin—105,696; and, Mr. Brizi— 26,360. |
(8) | Includes 4,342 restricted stock units that vest within 60 days of the record date. |
(9) | Mr. Sambur and Mr. van Hoek have been designated to the Board by the Apollo Investors pursuant to the Apollo Stockholders Agreement and are employed by Apollo Global Management, Inc. or its affiliates. Mr. Sambur and Mr. van Hoek disclaim beneficial ownership of all shares of common stock beneficially owned by the Apollo Investors. |
(10) | Includes an aggregate of (i) 89,169 unvested shares underlying restricted stock units, which vest within 60 days of the record date and (ii) 944,779 shares underlying vested options. |
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1. | Why am I being provided with these materials? |
2. | I only received a single sheet of paper telling me to go to a website. What does that mean? |
| Online: | | | Go to www.proxyvote.com. | |
| Phone: | | | Call at 1-800-579-1639; or | |
| Email: | | | Send an email to sendmaterial@proxyvote.com. | |
3. | I received a large package with proxy materials. What is all of this? |
4. | What is a “record” owner? What is a “beneficial” owner? |
5. | How do I know whether I am a record owner or a beneficial owner? |
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6. | What is the difference between record and beneficial owners when voting on corporate matters? |
7. | When and where will the Annual Meeting be held? |
8. | What am I voting on? |
Proposal No. 1: | | | Election of the nine (9) Director nominees listed in this Proxy Statement. |
Proposal No. 2: | | | Ratification of the appointment of Ernst & Young LLP as independent auditors of the Company for the 2024 fiscal year. |
Proposal No. 3: | | | Non-binding advisory vote to approve the compensation of our named executive officers. |
9. | Who is entitled to vote at the Annual Meeting? |
10. | What constitutes a quorum for the Annual Meeting? |
• | you are entitled to vote, and you are present at the Annual Meeting, |
• | you have voted online or by telephone, or |
• | you have timely submitted a proxy card or voting instruction form by mail. |
11. | What is a “broker non-vote”? |
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12. | What if I am a record owner and I do not specify a choice for a proposal? |
• | FOR the election of each of the Director nominees as set forth in this Proxy Statement; |
• | FOR the proposal to ratify the appointment of Ernst & Young LLP as independent auditors of the Company for the 2024 fiscal year; |
• | FOR the non-binding advisory vote to approve the compensation of our named executive officers; and |
13. | What if I am a beneficial owner and do not give voting instructions to my broker or other financial institution? |
14. | How many votes are required to approve each proposal? |
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15. | How are votes counted? |
16. | Who will count the vote? |
17. | How does the Board recommend that I vote? |
• | “FOR” the election of each of the Director nominees as set forth in this Proxy Statement; |
• | “FOR” the ratification of the appointment of Ernst & Young LLP as independent auditors of the Company for the 2024 fiscal year; |
• | “FOR” the approval, on a non-binding advisory basis, of the compensation paid to our named executive officers; and |
18. | Are there any arrangements or agreements pursuant to which any stockholder is obligated to vote for any of the proposals as recommended by the Board? |
19. | How do I vote my shares without attending the Annual Meeting? |
• | Online — You may vote online. Go to www.proxyvote.com and following the voting instructions for completing an electronic proxy card. You will need the 16-digit number printed on your proxy card and on your Notice. Online voting will end at 11:59 p.m., Eastern Time, on May 7, 2024. |
• | By Telephone — You may vote by telephone. Please call 1-800-690-6903 and follow the recorded voting instructions. You will need the 16-digit number printed on your proxy card and on your Notice. Telephone voting facilities will close at 11:59 p.m., Eastern Time, on May 7, 2024. |
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• | By Mail — To vote by mail, complete, date and sign your proxy card where indicated, and return the proxy card in the mailing envelope provided to you with the proxy card. You must sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney, or officer of a corporation), indicate your name and your title or capacity. Your proxy card must be received by 5:00 p.m., Eastern Time, on May 7, 2024. |
20. | How can I obtain a proxy card? |
• | Online — You may request a proxy card by going to www.proxyvote.com. Follow the instructions on how to request a proxy card. |
• | By Telephone — You may request a proxy card by calling 1-800-579-1639 free of charge to you. Follow the recorded instructions on how to request a proxy card. |
• | By Email — To request an email copy of the proxy materials, send a blank email to sendmaterial@proxyvote.com. You must put the 16-digit number printed on your Notice in the subject line of the email. You will receive an email with electronic links to the proxy materials and the proxy voting site. |
21. | How do I vote my shares at the Annual Meeting? |
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22. | May I change my vote or revoke my proxy? |
• | sending a written statement to that effect to our Secretary, provided such statement is received no later than May 7, 2024; |
• | voting again at a later time, online or by telephone before the closing of those voting facilities at 11:59 p.m., Eastern Time, on May 7, 2024; |
• | submitting a properly signed proxy card with a later date that is received no later than May 7, 2024; or |
• | attending the Annual Meeting, revoking your proxy, and voting at the meeting. |
23. | What does it mean if I receive more than one Notice Regarding Internet Availability of Proxy about the same time? |
24. | Could other matters be decided at the Annual Meeting? |
25. | Who will pay for the cost of this proxy solicitation? |
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• | do not reflect changes in, or cash requirements for, our working capital needs; |
• | do not reflect our interest expense (excluding interest expense on non-recourse debt), or the cash requirements necessary to service interest or principal payments on our indebtedness; |
• | do not reflect our tax expense or the cash requirements to pay our taxes; |
• | do not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments; |
• | do not reflect the effect on earnings or changes resulting from matters that we consider not to be indicative of our future operations; |
• | do not reflect any cash requirements for future replacements of assets that are being depreciated and amortized; and |
• | may be calculated differently from other companies in our industry limiting their usefulness as comparative measures. |
Hilton Grand Vacations | | | A-1 | | | 2024 PROXY STATEMENT |
Hilton Grand Vacations | | | A-2 | | | 2024 PROXY STATEMENT |
| | | Year ended December 31 | | |||||||
| | | 2023 | | | 2022 | | | 2021 | | |
| Net income | | | $313 | | | $352 | | | $176 | |
| Interest expense | | | $178 | | | $142 | | | $105 | |
| Income tax expense | | | $136 | | | $129 | | | $93 | |
| Depreciation and amortization | | | $213 | | | $244 | | | $126 | |
| Interest expense, depreciation and amortization included in equity in earnings from unconsolidated affiliates | | | $2 | | | $2 | | | $1 | |
| EBITDA | | | $842 | | | $869 | | | $501 | |
| Other loss (gain), net | | | $(2) | | | $1 | | | $26 | |
| Share-based compensation expense | | | $40 | | | $46 | | | $48 | |
| Acquisition and integration-related expense | | | $68 | | | $67 | | | $106 | |
| Impairment expense | | | $3 | | | $17 | | | $2 | |
| Other adjustment items(1) | | | $54 | | | $65 | | | $33 | |
| Adjusted EBITDA | | | $1,005 | | | $1,065 | | | $716 | |
| Net Construction Deferral Activity | | | | | | | | |||
| Sales of VOI (deferrals) recognition | | | $(35) | | | $31 | | | $133 | |
| Cost of VOI sales (deferrals) recognition(2) | | | $(9) | | | $11 | | | $38 | |
| Sales and marketing expense (deferral) recognition | | | $(5) | | | $4 | | | $19 | |
| Net construction (deferral) recognition(3) | | | $(21) | | | $16 | | | $76 | |
| Economic Adjusted EBITDA | | | $ 1,026 | | | $ 1,049 | | | $ 640 | |
(1) | Includes costs associated with restructuring, one-time charges and other non-cash items. This amount also includes the amortization of premiums resulting from purchase accounting. |
(2) | Includes anticipated Costs of VOI sales related to inventory associated with Sales of VOIs under construction that will be acquired once construction is complete. |
(3) | Represents net deferrals or recognitions of Sales of VOI revenue and direct costs for properties under construction. |
Hilton Grand Vacations | | | A-3 | | | 2024 PROXY STATEMENT |
| | | Year Ended December 31 | | |||||||
| | | 2023 | | | 2022 | | | 2021 | | |
| Sales of VOIs, net | | | $ 1,416 | | | $1,491 | | | $883 | |
| Fee-for-service sales(1) | | | $644 | | | $693 | | | $424 | |
| Provision for financing receivables losses | | | $171 | | | $142 | | | $121 | |
| Reportability and other | | | | | | | | |||
| Net recognition of sales of VOIs under construction(2) | | | $35 | | | $(31) | | | $(133) | |
| Fee-for-service sale upgrades, net | | | $(19) | | | $(18) | | | $(14) | |
| Other(3) | | | $63 | | | $104 | | | $71 | |
| Contract Sales | | | $2,310 | | | $2,381 | | | $1,352 | |
(1) | Represents contract sales from fee-for-service properties on which we earn commissions and brand fees. |
(2) | Represents the net recognition of revenues related to the Sales of VOIs under construction that are recognized when construction is complete. |
(3) | Includes adjustments for revenue recognition, including amounts in rescission and sales incentives. |
Hilton Grand Vacations | | | A-4 | | | 2024 PROXY STATEMENT |