Ryman Hospitality Properties, Inc.

For the period ended May 9, 2024. Filed Apr 4, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 9, 2024 · Filed Apr 4, 2024

RHP$132.05+0.3%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

Our Compensation Program

The key elements of the compensation program for our executive officers are:

Compensation Element	Key Characteristics	Why We Pay This Element	Considerations in Determiningthe Amount of Pay	2023 Decisions
Base Salary	• Fixed compensation.• Payable in cash. • Reviewed annually and adjusted when appropriate.	• To attract and retain qualified executives.• Compensate for roles and responsibilities.	• Level of responsibility.• Individual skills, experience and performance.	Mr. Fioravanti’s 2023 base salary was established in connection with his new responsibilities as our Present & CEO effective on January 1, 2023. His base salary was not further adjusted in 2023. Mr. Reed’s 2023 base salary was reduced in connection with his new responsibilities as our Executive Chairman effective on January 1, 2023. His base salary was not further adjusted in 2023. Our other NEOs received a 6.5% increase in base salary in 2023 (on average). See page 56.
Short-Term Cash Incentive Compensation	• Variable compensation.• Payable in cash based on performance against annually established performance objectives.• Reviewed annually and adjusted from year to year when appropriate.	• Motivate and reward executives.• Incentivizes the executives to meet our short-term financial and operational objectives.	• Goals were based on the achievement of designated financial goals, as described below.	Based on performance relative to the financial goals, an award to each NEO was paid at 158.4% of the target payout level for 2023, with discretionary cash bonuses paid to each NEO in recognition of individual contributions to our results in 2023. See page 58.
Long-Term EquityIncentive Compensation	• Variable compensation.• Time-based RSUs vesting ratably over four years.• Performance-based RSUs vesting over a three-year performance period based on a designated performance metric.	• Motivate and reward executives.• Aligns the interests of executives and stockholders and focuses the executives on long-term objectives over a multi-year period.• Encourages retention through long-term vesting.	Time-Based Awards• RSUs vest in 25% increments over 4 yearsPerformance-Based Awards• RSUs vest based on TSR relative to a designated peer group of comparable companies over a 3-year performance period.• Awards pay out at a range from 0% to 150% of target with no shares earned for performance below 50% of financial target.	The mix of long-term equity incentive awards granted pursuant to our annual long-term equity incentive compensation program in 2023 was approximately 52% in the form of performance- based RSUs and approximately 48% in the form of time-based RSUs. See page 59.

	2024 NOTICE OF MEETING AND PROXY STATEMENT

	Compensation Element			Key Characteristics			Why We Pay This Element			Considerations in Determiningthe Amount of Pay			2023 Decisions
	Other Benefits			• Fixed compensation.• Participation in broad-based plans at same cost as other employees.• Certain executive-level perquisites not paid generally to our other employees.			• Allow senior executives to participate in broad-based benefit programs.• Provide competitive benefits to our executive officers.			• Level of benefits provided to all employees.• Executive benefits provided by similarly-positioned companies.			Our NEOs received only modest executive-level perquisites. See page 62.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.