Hilton Grand Vacations Inc.
For the period ended May 7, 2025. Filed Mar 18, 2025.
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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 7, 2025 · Filed Mar 18, 2025
Contents
COMPENSATION PROGRAM
Except with respect to Mr. Sambur and Ms. Cahill (and prior to Ms. Cahill’s appointment to the Board, Mr. Van Hoek) as described below under “Director Compensation for 2024,” each eligible non-employee director is entitled to annual compensation for the period from the 2024 annual meeting of stockholders until the Annual Meeting, as follows:
| • | annual cash retainer of $90,000; |
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| • | additional annual cash retainer of $125,000 for serving as the Chairperson; |
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| • | additional annual cash retainer for serving on committees or as the chairperson of a committee as follows: |
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| ○ | $35,000 for the chairperson of the Audit Committee and $17,500 for each other member of the Audit Committee; |
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| ○ | $25,000 for the chairperson of the Compensation Committee and $12,500 for each other member of the Compensation Committee; and |
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| ○ | $25,000 for the chairperson of the Nominating and Corporate Governance Committee and $10,000 for each other member of the Nominating and Corporate Governance Committee. |
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| • | equity award of approximately $200,000 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. |
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Cash retainers are paid semi-annually, in arrears. Annual equity award grants to directors are made following each annual meeting of stockholders and represent the directors’ annual grants for their service as a director until the next annual meeting of stockholders.
All of our directors are reimbursed for reasonable travel and related expenses associated with attendance at Board or committee meetings. In addition, our independent directors are reimbursed for reasonable personal costs when they stay at our resorts. The Board may determine in its discretion additional cash or other consideration for services on ad hoc committees that it may establish from time to time.
We have a stock ownership policy for our non-employee directors. Each of our non-employee directors (other than the directors who are not eligible to receive compensation) is expected to own stock of our Company in an amount equal to five times his or her annual cash retainer (exclusive of retainers received for service on a committee of the Board or as chairperson of a committee or the Board). For purposes of this requirement, a director’s holdings include shares held directly or indirectly, individually or jointly, shares held in trust for the benefit of the director or a family member, shares underlying vested options (based on the excess of the market
| Hilton Grand Vacations | 23 | 2025 PROXY STATEMENT |
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price of the stock over the exercise price), time-vesting restricted stock and RSU awards that have not yet vested, and shares held under a deferral or similar plan. Non-employee directors are expected to meet this ownership requirement within five years of becoming subject to the stock ownership policy. Declines in the stock price will not affect compliance with the stock ownership policy as long as each non-employee director continues to hold the number of shares held at the time compliance was initially achieved.
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