WYNDHAM HOTELS & RESORTS, INC.
For the period ended Dec 31, 2024. Filed Mar 27, 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.
Dec 31, 2024 · Filed Mar 27, 2025
Contents
Pay versus Performance Table
| Year · Summary CompensationTable Totalfor PEO($)(1)(2) · Compensation Actually Paidto PEO($)(1)(3)(4) · AverageSummaryCompensationTable Totalfor OtherNEOs($)(5)(6) · Average Compensation Actually Paid to Other NEOs ($)(3)(4) · Value of Initial Fixed $100 Investment Based On: · WHGAAP NetIncome($)(9) · WHEBIT PerShare, asadjusted($)(10) | ||||||||
|---|---|---|---|---|---|---|---|---|
| WH Total Shareholder Return($)(7) · Peer GroupTotalShareholderReturn($)(8) | ||||||||
| 2024 | 13,895,064 | 25,447,280 | 3,385,115 | 4,732,351 | 173.78 | 147.93 | 289 | 8.11 |
| 2023 | 10,659,712 | 16,068,245 | 2,703,559 | 3,503,272 | 136.08 | 111.92 | 289 | 7.18 |
| 2022 | 9,732,789 | 1,614,733 | 2,808,056 | 1,700,216 | 118.40 | 67.29 | 355 | 6.65 |
| 2021 | 18,209,539 | 33,542,395 | 3,120,108 | 4,413,427 | 146.27 | 88.83 | 244 | 5.68 |
| 2020 | 6,504,163 | 10,747,855 | 2,693,111 | 2,149,625 | 95.85 | 74.12 | (132) | 2.94 |
(1)Chief Executive Officer Geoffrey A. Ballotti served as the PEO for all five years above and shall be referred to as “CEO” throughout the remainder of this section.
(2)The dollar amounts reported are the amounts of total compensation reported for our CEO for each corresponding year in the “Total” column of the Summary Compensation Table.
(3)Calculations of Compensation Actually Paid are reported in compliance with SEC rules which require certain adjustments be made to the Summary Compensation Table reported totals. Compensation Actually Paid does not necessarily represent cash and/or equity value transferred to the CEO or Other NEOs without restriction, but rather is a value calculated under the applicable SEC rules. In general, Compensation Actually Paid is calculated as Summary Compensation Table total compensation adjusted to include the fair value of equity awards as of December 31st of the applicable year or, if earlier, the vesting date (rather than the grant date). Our CEO and Other NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included. The following table details these adjustments:
| Year | Role(s) | SummaryCompensationTable Total($) | (Subtract)OriginalGrant DateFair value ofStock Awardsand OptionAwardsGranted inYear | Add Year-End FairValue ofAwardsGranted inYear | Add/(Subtract)Change inFair Valueof EquityAwardsGranted inPrior Years | Add/(Subtract)Changein Valueof VestedEquityAwards | Add Fair Value at Vesting of Equity Awards Granted and Vested in Same Year | (Subtract)Value ofEquityAwardsthat Failedto MeetVestingConditions | AddValue ofDividends orother EarningsPaid on StockAwards orOption Awardsnot OtherwiseReflected inFair Valueor TotalCompensation($) | CompensationActually Paid |
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | CEO | 13,895,064 | (9,999,880) | 13,166,399 | 8,764,606 | (760,031) | — | — | 381,122 | 25,447,280 |
| Other NEOs | 3,385,115 | (1,769,908) | 2,076,556 | 1,170,664 | (104,235) | 38,885 | (139,640) | 74,914 | 4,732,351 | |
| 2023 | CEO | 10,659,712 | (6,999,979) | 7,281,608 | 4,163,401 | 636,429 | — | — | 327,074 | 16,068,245 |
| Other NEOs | 2,703,559 | (1,562,426) | 1,625,287 | 567,712 | 97,780 | — | — | 71,360 | 3,503,272 | |
| 2022 | CEO | 9,732,789 | (5,999,974) | 6,463,895 | (7,900,974) | (886,654) | — | — | 205,651 | 1,614,733 |
| Other NEOs | 2,808,056 | (1,706,121) | 1,642,813 | (1,001,586) | (88,987) | — | — | 46,041 | 1,700,216 | |
| 2021 | CEO | 18,209,539 | (14,600,000) | 20,613,575 | 7,932,664 | 1,199,193 | — | — | 187,424 | 33,542,395 |
| Other NEOs | 3,120,108 | (1,532,292) | 2,106,488 | 941,103 | 176,611 | — | (423,178) | 24,587 | 4,413,427 | |
| 2020 | CEO | 6,504,163 | (4,500,000) | 7,931,831 | 1,318,023 | (560,432) | — | — | 54,270 | 10,747,855 |
| Other NEOs | 2,693,111 | (1,291,667) | 1,258,115 | 145,302 | (234,199) | — | (428,953) | 7,916 | 2,149,625 |
The table above does not reflect the LTIP modifier grants awarded in 2020 in the form of PSUs. No original grant date fair value was attributable to these awards under ASC 718 due to the fact that no amount would have been earned under these awards at target performance and performance in excess of 100% of target performance was required for any PSUs to be earned. The 2020 grant would have had a $0 impact on Compensation Actually Paid.
(4)For 2024, the values of restricted stock units, performance stock units and stock options used to calculate Compensation Actually Paid reflect the following assumptions. The disclosure of ranges reflects the consolidation of different grant years into each covered fiscal year under the Pay Versus Performance disclosure. As such, each covered year includes awards granted in such year and awards granted in prior years that were either unvested and outstanding or had vested in such year. The fair value of stock options is estimated using a Black-Scholes option pricing model in accordance with the SEC rules. This model uses both historical data and current market data to estimate the fair value of options and requires several assumptions. The Company did not grant stock options during 2024.
| 2024 | |
|---|---|
| Restricted Share Units | |
| Stock Price (1) | $72.17 – $100.79 |
| Performance Share Units | |
| Financial Metric Multiplier (2) | 100 – 200% |
| Stock Options | |
| Expected life (in years) | 0.50 – 1.04 years |
| Volatility | 22.60 – 25.20% |
| Expected dividend yield | 1.63 – 1.76% |
| Risk-free rate | 4.1 – 5.2% |
(1)All of our grants are made on the same date and vest on the same date. As such, the same stock price assumption covers RSUs, PSUs, and options.
(2)Because each covered fiscal year in the Pay versus Performance disclosure incorporates grants made in different years, a range of multipliers is shown based on the payout expectations as of the applicable fiscal year end date or vesting date.
(5)The Other NEOs in the 2024 reporting year are Michele Allen, Paul F. Cash, Scott Strickland, Monica Melancon and Lisa Checchio. The Other NEOs in the 2023 reporting year are Michele Allen, Paul F. Cash, Scott Strickland and Monica Melancon. The Other NEOs in the 2022 reporting year are Michele Allen, Paul F. Cash, Lisa Checchio, and Scott Strickland. The Other NEOs in the 2021 reporting year are Michele Allen, Paul F. Cash, Lisa Checchio, Scott LePage and Mary R. Falvey. The Other NEOs in the 2020 reporting year are Michele Allen, Paul F. Cash, Mary R. Falvey, Lisa Checchio, Tom H. Barber and Robert D. Loewen.
(6)The dollar amounts reported represent the average of the amounts reported for our company’s named executive officers as a group (excluding Mr. Ballotti) for each corresponding year in the “Total” column of the Summary Compensation Table.
(7)Cumulative Total Shareholder Return represents the measurement period value of an investment of $100 in our stock on December 31, 2020, and then valued again on each of December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.
(8)Consistent with the Stock Performance Graph included in the 2024 Form 10-K, and as permitted by SEC rules the peer group depicted is the S&P 500 Hotels, Resorts & Cruise Lines Index (consisting of Airbnb, Inc. (Class A common stock), Booking Holdings Inc., Carnival Corporation & plc, Expedia Group, Inc., Hilton Worldwide Holdings Inc., Marriott International, Inc., Norwegian Cruise Line Holdings Ltd., and Royal Caribbean Cruises Ltd.) Total Shareholder Return represents the measurement period value of an investment of $100 and includes the reinvestment of dividends. This reflects an incremental update to our prior year methodology, which did not include dividend reinvestment.
(9)Values shown are in millions.
(10)Earnings Before Interest and Taxes, or “EBIT per share,” as adjusted, is reflected for each respective fiscal year and was selected as the Company’s most important financial performance measure used to link Compensation Actually Paid to the CEO and Other NEOs, and additional information regarding how this measure is defined is reflected in the Compensation Discussion and Analysis on the pages referenced below. The unranked list of performance metrics is below and the use of each metric is further discussed in the “Compensation Discussion and Analysis” section of this Proxy Statement as shown in the Proxy Statement Reference column.
| Performance Metrics | Proxy Statement Reference |
|---|---|
| EBIT per share, as adjusted | Compensation Discussion & Analysis – Long-Term Incentive Compensation (pp. xx-xx) |
| Adjusted EBITDA | Compensation Discussion & Analysis – Annual Incentive Compensation (p. xx) |
| Net Room Growth | Compensation Discussion & Analysis – Annual Incentive Compensation (p. xx) |
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