Not independent
Tenure on this board
20.4 yrs
Also a director at
Wyndham Hotels & Resorts Inc (WH)
9 nominees · 3 ballot items.
Elect nine directors for one-year terms; an advisory 'say-on-pay' vote to approve executive compensation; and ratification of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2026.
Elect nine Directors to serve until the 2027 annual meeting of shareholders.
A non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the Compensation Discussion and Analysis and related tables.
This non-binding advisory proposal asks shareholders to approve the Company’s executive compensation disclosures and the design of compensation paid to named executive officers, as set forth in the Compensation Discussion and Analysis and accompanying tables. Management is seeking affirmation of its pay program to demonstrate shareholder support for a compensation structure that is heavily performance‑based: a large portion of NEO pay is variable and at-risk (the CEO’s target pay for 2025 was approximately 91% variable and 53.5% performance‑based), with annual incentives tied largely to Adjusted EBITDA (90% weighting) and a 10% strategic objective component, and long‑term incentives predominantly in PSUs measured against Adjusted Diluted EPS (three‑year average) plus time‑vesting RSUs. The Compensation Committee emphasizes alignment with shareholder interests through significant equity-based pay (regular annual equity awards constitute approximately 73% of target total direct compensation for NEOs) and robust governance practices, including shareholder outreach and independent committee oversight. The proxy discloses strong historic shareholder support for say‑on‑pay (93% support in 2025) and describes the Committee’s responsiveness to investor feedback, including retention of an independent compensation consultant and peer benchmarking. The filing also provides contextual governance detail such as clawback policy, prohibitions on hedging and pledging, and an equity grant timing policy intended to prevent opportunistic timing. Company disclosure notes certain uses of positive discretion in prior PSU outcomes (e.g., 2023 PSUs where the Committee exercised discretion for certain NEOs excluding the CEO) — a governance detail shareholders may weigh when assessing the rigor of performance outcomes. The Board recommends a FOR vote on the advisory resolution, stating it will take the vote outcome into account when setting future compensation, but the vote is non‑binding and the Committee retains discretion over program design and payouts. Given the predominance of performance‑linked pay, multi‑year PSU design, and the Company’s stated shareholder engagement and governance safeguards, the proposal centers on whether shareholders accept management’s view that pay is appropriately aligned with long‑term value creation and risk management.
Ratify the appointment of Deloitte & Touche LLP as Travel + Leisure Co.'s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 9.62% | 6,006,016 | $416M |
| 2 | BlackRock, Inc. | 5.80% | 3,620,829 | $251M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.32% | 2,698,509 | $187M |
| 4 | STATE STREET CORP | 3.44% | 2,150,131 | $149M |
| 5 | BlackRock, Inc. | 3.38% | 2,106,988 | $146M |
| 6 | AQR CAPITAL MANAGEMENT LLC | 2.90% | 1,812,071 | $124M |
| 7 | LSV ASSET MANAGEMENT | 2.63% | 1,638,937 | $113M |
| 8 | Invesco Ltd. | 2.59% | 1,618,506 | $112M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.24% | 1,396,163 | $97M |
| 10 | Quantinno Capital Management LP | 2.09% | 1,305,515 | $90M |
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