UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

INTERVAL LEISURE GROUP,ILG, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

              Notice is hereby given that the Annual Meeting of Stockholders of Interval Leisure Group,ILG, Inc., a Delaware corporation, will be held at our offices located at 6262 Sunset Drive, Miami, Florida 33143, on Wednesday, August 3, 2016,Monday, May 15, 2017, at 1:004:30 p.m., local time, for the following purposes:

1.

To elect each of the thirteen nominees named in the accompanying proxy statement (or, if necessary, any substitute nominees selected by our board of directors) as a director, each to serve until the 20172018 annual meeting and until his or her successor is duly elected and qualified;



2.

To approve, amendmentsin a non-binding vote, the compensation of our named executive officers;



3.

To determine, in a non-binding vote, whether a shareholder vote to approve the Interval Leisure Group, Inc. 2013 Stock and Incentive Compensation Plan including the performance goals contained therein;compensation of our named executive officers should occur every one, two or three years;



3.

To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm for Interval Leisure GroupILG for the fiscal year ending December 31, 2016;2017; and



4.

To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

              Only stockholders of record at the close of business on June 9, 2016March 21, 2017 will be entitled to notice of and to vote at the meeting or any adjournment or postponement of the meeting.

              Your vote is important.    Whether or not you plan to attend the meeting, please vote as soon as possible. You may vote your shares via a toll-free telephone number or over the Internet. If you received a proxy card or voting instruction card by mail, you also may submit your proxy card or voting instruction card by completing, signing, dating and mailing your proxy card or voting instruction card in the envelope provided. Any stockholder attending the meeting may vote in person, even if you have already returned a proxy card or voting instruction card.

		By Order of the Board of Directors,
		Victoria J. Kincke Secretary

Dated: June 17, 2016March 28, 2017

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

Important Notice Regarding Availability of Proxy Materials for the Stockholder Meeting on August 3, 2016.May 15, 2017.

              The 20162017 Proxy Statement and 20152016 Annual Report on Form 10-K are available at the website listed below beginning on or about June 23, 2016:April 3, 2017:

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http://www.proxyvote.com

INTERVAL LEISURE GROUP,ILG, INC.
6262 SUNSET DRIVE
MIAMI, FLORIDA 33143

PROXY STATEMENT FOR THE
20162017 ANNUAL MEETING OF STOCKHOLDERS

GENERAL INFORMATION

              This proxy statement and the enclosed proxy card are furnished to you in connection with the solicitation of proxies by the board of directors of Interval Leisure Group,ILG, Inc., or ILG, for use at ILG's 20162017 Annual Meeting of Stockholders. This proxy statement summarizes information you need to know to vote at the annual meeting. The annual meeting will be held at our principal executive office located at 6262 Sunset Drive, Miami, Florida 33143, on Wednesday, August 3, 2016,Monday, May 15, 2017, at 1:004:30 p.m., local time. Our telephone number is (305) 666-1861.

              The proxy materials, including this proxy statement, proxy card and our 20152016 annual report, are being made available on or about June 23, 2016April 3, 2017 to all stockholders of record on June 9, 2016.March 21, 2017. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the meeting. Please read it carefully.

              Electronic Access.    In accordance with rules and regulations adopted by the SEC, we have elected to provide our stockholders access to our proxy materials over the Internet. Accordingly, a Notice of Internet Availability of Proxy Materials, which we refer to as the Notice, was mailed on or about June 23, 2016April 3, 2017 to our stockholders who owned our common stock at the close of business on June 9, 2016.March 21, 2017. Stockholders have the ability to access the proxy materials on a website referred to in the Notice or request a printed set of the proxy materials be sent to them by following the instructions in the Notice.

              The Notice also provided instructions on how you can elect to receive future proxy materials electronically or in printed form by mail. If you choose to receive future proxy materials electronically, you will receive an email next year with instructions containing a link to the proxy materials and a link to the proxy voting site. Your election to receive proxy materials electronically or in printed form by mail will remain in effect until you terminate such election. Choosing to receive future proxy materials electronically will allow us to provide you with the information you need in a timelier manner, will save us the cost of printing and mailing documents to you and will conserve natural resources.

              Cost of Solicitation.    We will bear the expense of soliciting proxies. ILG has retained D.F. King & Co., Inc., a proxy solicitation firm, to solicit proxies in connection with the annual meeting at a cost of $12,500 plus expenses. In addition to these proxy materials, our directors and employees (who will receive no compensation in addition to their regular compensation) may solicit proxies in person, by telephone or email. We will reimburse banks, brokers, and other custodians, nominees and fiduciaries for reasonable charges andout-of-pocket expenses incurred in forwarding solicitingfor sending proxy materials to, and obtaining instructions from, persons for whom they hold shares.

              Proxy solicitor.    ILG stockholders who need assistance in voting their clients.shares or need a copy of this proxy statement should contact:

D.F. King & Co., Inc.
48 Wall Street, 22^nd Floor
New York, NY 10005
Call Toll Free: (866) 751-6309
Call Collect: (212) 269-5550
Email: ilg@dfking.com

QUESTIONS AND ANSWERS

Who may vote at the meeting?

              If you owned our stock on June 9, 2016,March 21, 2017, the record date, you may attend and vote at the meeting. As of June 9, 2016,March 21, 2017, there were 128,600,290124,306,695 shares of our common stock outstanding and entitled to vote at the meeting. Holders of our common stock at the close of business on the record date are entitled to one vote per share on all matters voted on at the meeting.

What is the quorum requirement for the meeting?

              We will have a quorum and will be able to conduct the business of the annual meeting if the holders of a majority of the outstanding shares of our common stock as of the record date are present at the annual meeting, either in person or by proxy. Proxies we receive marked as abstentions or broker

non-votes (shares held in "street name" by a broker or nominee that does not have discretionary authority to vote on a particular matter and has not received voting instructions from its client) will be included in the calculation of the number of shares considered to be present at the meeting.

What matters will ILG stockholders vote on at the annual meeting and what vote is required for each?

ILG stockholders will vote on the following proposals:

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Proposal 1—To elect each of the thirteen nominees named in this proxy statement (or, if necessary, any substitute nominees selected by our board of directors) as a director, each to serve until the 20172018 annual meeting and until his or her successor is duly elected and qualified.

Directors are elected by a plurality of votes cast, meaning theThe thirteen director nominees receiving the greatest number of "for" votes will be elected. If you doILG has a majority voting policy as part of its corporate governance guidelines. This majority voting policy is applicable solely to uncontested elections, for which the number of nominees does not vote forexceed the number of directors to be elected. Under the majority voting policy, any nominee that receives more "withhold" votes than "for" votes in an uncontested election must submit a nominee, or if you indicate "Withhold Authority" forwritten offer to resign as a director. Any such resignation will be reviewed by our nominating committee and, within 90 days after the nominee on your proxy card, your vote will not count either for or against a nominee. Abstentions and broker non-votes will not be voted in favorelection, the independent members of the electionboard of directors will determine whether to accept, reject or take other appropriate action with respect to, the resignation, in furtherance of the best interests of ILG and also will not be counted as votes cast in the election of directors. Accordingly, abstentions and broker non-votes will have no effect on the voting regarding this proposal.its stockholders.

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Proposal 2—To approve amendments to the Interval Leisure Group, Inc. 2013 Stock and Incentive Compensation Plan including the performance goals contained therein.a non-binding advisory resolution on executive compensation.

This proposalProposal 2 requires the affirmative approval of a majority of votes cast by holders of our common stock present in person, or by proxy, at the Annual Meeting. Abstentions and broker non-votesnon votes will not be considered votes cast on the proposal and will not have a positive or negative effect on the outcome of thisthe proposal.

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Proposal 3—To determine, in a non-binding vote, whether a shareholder vote to approve the compensation of our named executive officers should occur every one, two or three years.


Proposal 3 will be determined by a plurality of the votes cast. Abstentions and broker non votes will not be considered votes cast on the proposal and will not have a positive or negative effect on the outcome of the proposal.




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Proposal 34—To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm for Interval Leisure GroupILG for the fiscal year ending December 31, 2016.2017.




Proposal 34 requires the affirmative approval of a majority of votes cast by holders of our common stock present in person, or by proxy, at the annual meeting. Abstentions will not be considered votes cast on the proposal and will not have a positive or negative effect on the outcome of this proposal. Because Proposal 34 should be considered a "routine" matter (as described below), we do not anticipate any broker non-votes.

The Board recommends that you voteFOR the election of the thirteen directors listed in Proposal 1,FOR Proposal 2,ONE year for Proposal 3 andFOR each of Proposals 2 and 3.Proposal 4.

How will my shares be voted?


              The common stock represented by your proxy will be voted in accordance with specifications provided on your proxy or voting instruction card or with specifications you provided by telephone or Internet. If any other matters shall properly come before the annual meeting, the persons named in your proxy, or their substitutes, will determine how to vote thereon in accordance with their judgment. The board of directors does not know of any other matters that will be presented for action at the annual meeting.

What happens if I do not give specific voting instructions?


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Stockholders of Record.    If you are a stockholder of record and you sign and return a proxy card without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this proxy statement for the election of the thirteen directors as set forth under Proposal 1 (Election of Directors), in favor of Proposal 2 (approval of amendments to the 2013 Stock and Incentive Compensation Plan)non-binding advisory resolution on executive compensation), in favor of voting one year for Proposal 3 (determine, in a non-binding vote, whether a shareholder vote to approve the compensation of our named executive officers should occur every one, two or three years) and in favor of Proposal 4 (ratification of Ernst & Young LLP as independent registered public




accounting firm) and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the annual meeting.





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Beneficial Owners of Shares Held in Street Name.    If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a "non-routine" matter, the organization that holds your shares will note that it does not have the authority to vote on such matters with respect to your shares. This is generally referred to as a "broker non-vote." We believe that Proposal 34 will be considered a "routine" matter and Proposals 1, 2 and 23 will be considered "non-routine."Therefore it is important that you provide voting instructions to your broker.

How can I get electronic access to the proxy materials?


              You can view the proxy materials for the meeting on the Internet at www.proxyvote.com. Please have your 12 digit control number available. Your 12 digit control number can be found on your Notice. If you




received a paper copy of your proxy materials, your 12 digit control number can be found on your proxy card or voting instruction card. Our proxy materials are also available on our Investor Relations website at www.iilg.com.

Can I vote my shares by filling out and returning the Notice?


              No. The Notice will, however, provide instructions on how to vote by Internet, by telephone, by requesting and returning a paper proxy card or voting instruction card, or by submitting a ballot in person at the meeting.

What do I need to do to vote at the annual meeting?


              We encourage you to vote promptly. Telephone and Internet voting are available through 11:59 p.m. Eastern Time on Tuesday, August 2, 2016.Sunday, May 14, 2017. If your shares are registered in your name, then you are a "registered holder" and you may vote in person at the annual meeting or by proxy. Registered and beneficial holders may vote in one or more of the following ways:

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By Telephone.    You may vote your shares by calling1-800-690-6903 and following instructions provided by the recorded message. You may vote by telephone 24 hours a day. The telephone voting system allows you to confirm that the system has properly recorded your votes.



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By Internet.    You may vote your shares over the Internet by logging ontowww.proxyvote.com using the 12 digit control number found on your Notice, proxy card or voting instruction card and following the steps outlined on the secure website. As with the telephone voting system, you will be able to confirm that the system has properly recorded your votes.



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By Mail.    If you have received printed proxy materials, you may vote by mail by completing and signing your proxy card if your shares are held of record in your name or, for shares held beneficially in "street name," by following the voting instructions included by your stockbroker, trustee or nominee, and mailing it in the enclosed envelope.



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In Person.    If your shares are held of record by our transfer agent in your name as of the record date, you may vote at the meeting by providing a ballot or proxy at the annual meeting. If you are a beneficial holder of shares held in "street name" through a broker, trustee, bank or other nominee that holds shares on your behalf, you may vote in person at the annual meeting by obtaining a legal proxy from the nominee that holds your shares.




              Only persons with proof of stock ownership will be admitted to the annual meeting. If you are a registered stockholder, please bring a form of photo identification with you to the annual meeting. If your shares are not registered in your name, you must bring proof of share ownership (such as a recent bank or brokerage firm account statement, together with photo identification) to be admitted to the annual meeting.

Can I change my vote?


              You may revoke your proxy at any time before a vote is taken at the meeting by giving notice to us in writing or at the meeting or by executing and forwarding a later-dated proxy to us or voting a later proxy by telephone or the Internet. Your presence at the annual meeting will not automatically revoke your proxy. If you are a beneficial stockholder only, you should check with the broker, trustee, bank or other nominee who holds your shares to determine how to change or revoke your vote.





PROPOSAL 1—ELECTION OF DIRECTORS


              At the annual meeting, ILG's stockholders will be asked to vote for the election of the thirteen director nominees named below, each to serve until the next annual meeting and until his or her successor is duly elected and qualified. All of the nominees are incumbent directors. Starwood Hotels & Resorts Worldwide, Inc.LLC., referred to as Starwood, has the right to nominate four directors serving on ILG's board and Liberty Interactive Corporation has the right to nominate two directors serving on ILG's board, in each case as described in more detail below under "Certain Relationships and Related Transactions."

              Common stock represented by proxies, unless otherwise specified, will be voted for the election of the thirteen nominees. If, by reason of death or other unexpected occurrence, any one or more of the nominees should not be available for election, the proxies will be voted for the election of one or more substitute nominees as the board may nominate.


Information Regarding the Director Nominees


              Craig M. Nash, age 62,63, has served as President and Chief Executive Officer of ILG since May 2008 and as Chairman of the Board of ILG since August 2008. Mr. Nash served as President of Interval International from August 1989 until September 2014. Prior to assuming this role, Mr. Nash served in a series of increasingly significant roles with Interval International, including as General Counsel. Mr. Nash joined Interval in 1982. Mr. Nash serves on the Board of Directors of the American Resort Development Association and is also a member of its Executive Committee.

              David Flowers, age 62,63, has served as a director of ILG since August 2008. Prior to December 31, 2014, Mr. Flowers served as Senior Vice President and Managing Director, Alternative Investments of Liberty Media Corporation, which holds ownership interests in a broad range of electronic retailing, media, communication and entertainment businesses, since October 2000, Treasurer since April 1997 and Vice President since June 1995. He also served as Senior Vice President and Treasurer of Discovery Holding Company from May 2005 to September 2008. Mr. Flowers was a member of the board of directors of Sirius XM Radio Inc., a subscription satellite radio company from March 2009 until December 2014. Since October 2015, he has served on the board and as chairman of the audit committee and on the remuneration committee of Digital Global Services Ltd. (DGS), a London AIM-listed provider of outsourced online customer acquisition solutions. DGS became a private company in December 2016. Mr. Flowers was nominated as a director of ILG by Liberty Interactive Corporation (formerly Liberty Media Corporation).Corporation.

              Victoria L. Freed, age 59,60, has served as a director of ILG since October 2012. Ms. Freed has also served as Senior Vice President, Sales, Trade Support and Service for Royal Caribbean International, a global cruise vacation company, since January 2008. Prior to joining Royal Caribbean, she spent 29 years with Carnival Cruise Lines, where she was Senior Vice President of Sales and Marketing for 15 years. From 1998 to 2000, Ms. Freed also served as the first female chairman of the Cruise Line International Association, the marketing and travel agent training arm of the North American cruise industry. Ms. Freed earned a bachelor's degree in business with an emphasis in marketing from the University of Colorado. She also holds a Certified Travel Counselor (CTC) designation.

              Lizanne Galbreath, age 57,59, has served as a director of ILG since May 2016. Ms. Galbreath has been the Managing Partner of Galbreath & Company, a real estate investment firm, since 1999. From April 1997 to 1999, Ms. Galbreath was Managing Director of LaSalle Partners/Jones Lang LaSalle, a real estate services and investment management firm, where she also served as a director. From 1984 to




1997, Ms. Galbreath served in a variety of leadership positions including as a Managing Director, Chairman and Chief Executive Officer of The Galbreath Company, the predecessor entity of Galbreath & Company. Ms. Galbreath is also currently a director of Paramount Group, Inc. Ms. Galbreath has been a director of Starwood sincefrom 2005 to September 2016 and currently servesserved on its Capital




Committee, Compensation and Option Committee and Corporate Governance and Nominating Committee. Ms. Galbreath was nominated as a director of ILG by Starwood.

              Chad Hollingsworth, age 39,40, has served as a director of ILG since February 2015. Mr. Hollingsworth joinedhas been senior vice president of Liberty Interactive Corporation, Liberty Media Corporation, Liberty TripAdvisor Holdings, Inc. and Liberty Broadband Corporation since January 2016. He previously served as vice president of Liberty Interactive Corporation and Liberty Media Corporation since December 2011, having joined the company in November 2007, and has served as a Vice President since December 2011. He also has servedwell as a Vice Presidentvice president of Liberty Media Corporation (including its predecessor) since December 2011, Liberty TripAdvisor Holdings, Inc. since August 2014 and Liberty Broadband Corporation since October 2014. Mr. Hollingsworth focuses on transaction and structuring opportunities, strategic advisory work and venture capital investment evaluation. He received his bachelor's degree from Stanford University in human biology, with honors, and is aearned the right to use the CFA® charterholder.designation. Mr. Hollingsworth was nominated as a director of ILG by Liberty Interactive Corporation.

              Lewis J. Korman, age 71,72, has served as a director of ILG since August 2008. Mr. Korman is a business advisor to various companies: Trident Media Group, a literary agency in the media business, since 2002; Sandler Travis Trade Advisory Services, Inc., a customs management, consulting and trade compliance company, since 2006; and Sandler, Travis & Rosenberg, an international trade law firm and business practice, since 2007. From 1999 until its sale in April 2015, Mr. Korman was a director of Learning Express LLC, a company engaged in test preparation for occupational certification and test assessment for educational institutions through the internet. From 1998 through 2007, Mr. Korman served as Vice Chairman of RAB Holdings, which owned Millbrook Distribution Services (a distributor of specialty foods and health and beauty products to supermarkets), and The B. Manischewitz Company (a manufacturer of kosher and related ethnic food products). From 1997 to 2009, he was an advisor to X.L. Capital, Ltd., a reinsurance company. From 1992 to 1997, until acquired by a predecessor of IAC/InterActiveCorp (IAC), Mr. Korman was President and Chief Operating Officer of Savoy Pictures Entertainment, motion picture distributor and owner of four Fox affiliated television stations. He served as Senior Executive Vice President and Chief Operating Officer of Columbia Pictures Entertainment (motion picture and television production and distribution) from 1988 until 1989, and as Senior Executive Vice President of its predecessor, TriStar Pictures from 1987. Mr. Korman was a partner in a law firm until 1986.

              Thomas J. Kuhn, age 53,54, has served as a director of ILG since August 2008. Mr. Kuhn has beenis of counsel at the law firm of Covington & Burling, LLP. Prior to joining Covington in February 2017, Mr. Kuhn was the managing member of Doorbrook, LLC, an advisory and investment firm sincebeginning January 2014. From 2000 through December 2013, Mr. Kuhn was a Managing Director at Allen & Company LLC, an investment banking firm. Prior to joining Allen, he had beenwas the Senior Vice President and General Counsel of USA Networks, Inc. (a predecessor to IAC).

              Thomas J. McInerney, age 51,52, has served as a director of ILG since May 2008. Mr. McInerney served as Executive Vice President and Chief Financial Officer of IAC from January 2005 through March 2012. Mr. McInerney previously served as Chief Executive Officer of IAC's Retailing sector from January 2003 through December 2005. Prior to this time, Mr. McInerney served as Executive Vice President and Chief Financial Officer of Ticketmaster (prior to it becoming a wholly-owned subsidiary of IAC in January 2003) and its predecessor company, Ticketmaster Online-Citysearch, Inc., since May 1999. Prior to joining Ticketmaster, Mr. McInerney worked at Morgan Stanley, most recently as a Principal. Mr. McInerney previously served as a director of Cardlytics, Inc., a purchase-based data




intelligence platform, and currently serves as a director of HSN Inc., a television and online retailer, Yahoo! Inc., a digital media company, Cardlytics, Inc., a purchase-based data intelligence platform, and Match Group, Inc., a leading provider of dating products. Upon closing of the sale to Verizon of Yahoo! Inc.'s operating business, Mr. McInerney will become Chief Executive Officer of Altaba, Inc., the company holding the remaining assets and liabilities of Yahoo! Inc. that are not being purchased.

              Thomas P. Murphy, Jr., age 67, has served as a director of ILG since August 2008. Mr. Murphy is Chairman and Chief Executive Officer of Coastal Construction Group, a construction company, which he founded in 1989. Mr. Murphy has over 40 years of construction and development experience, which encompasses hospitality, resort, office, retail, industrial, institutional and residential projects. Mr. Murphy is an honorary board member of Baptist Health Systems of South Florida and is a




member of the National Construction Industry Round Table, the National Association of Home Builders and the Florida Home Builders Association. He also serves as a director of The St. Joe Company, a New York Stock Exchange (NYSE) listed real estate developer.

              Stephen R. Quazzo, age 55,57, has served as a director of ILG since May 2016. Mr. Quazzo is the Chief Executive Officer and has been the Managing Director and co-founder of Pearlmark Real Estate, LLC, formerly known as Transwestern Investment Company, L.L.C., a real estate principal investment firm, since March 1996. From April 1991 to March 1996, Mr. Quazzo was President of Equity Institutional Investors, Inc., a private investment firm and a subsidiary of Equity Group Investments, Inc. Mr. Quazzo is also currently a director of Phillips Edison Grocery Center REIT I, Inc. Mr. Quazzo has beenwas a director of Starwood Hotels & Resorts Inc. (Starwood) since 1999 and is currentlyfrom 1995 to September 2016 serving terms as the Chair of the Capital Committee and also servesGovernance Committees as well as serving on the Audit Committee. Mr. Quazzo was nominated as a director of ILG by Starwood. Mr. Quazzo holds undergraduate and MBA degrees from Harvard University, where he serves as an HAA Director and a member of the Board of Dean's Advisory for the business school. He is a member and Trustee of the Urban Land Institute, chairman of the ULI Foundation, a member of the Pension Real Estate Association, and is a licensed real estate broker in Illinois. He is a Trustee of Rush University Medical Center, an Investment Committee member of the Chicago Symphony Orchestra endowment and pension plans, a Trustee of the Latin School of Chicago since 2001, and a Chicago advisory Board member of City Year, a national service organization since 1994. Mr. Quazzo was nominated as a director of ILG by Starwood.

              Sergio D. Rivera, age 52,54, has served as a director of ILG since May 2016 and President and CEO of the Vacation Ownership segment since November 2016. Prior to joining ILG, Mr. Rivera has beenwas President of The Americas of since February 2014 andfor Starwood. He was previously Co-President, The Americas sincefor Starwood from July 2012 for Starwood,to February 2014, and President and Chief Executive Officer of Starwood Vacation Ownership (now known as Vistana Signature Experiences), now a wholly owned subsidiary of ILG. Prior to 2008, Mr. Rivera held progressively senior management roles within Starwood, including Controller, Vice President of Sales and Marketing, Senior Vice President of International Operations, and President of Global Real Estate. Mr. Rivera began his career with Starwood through its predecessor company, Vistana Resorts, in 1989. Mr. Rivera is a member of the board of directors of Welltower, Inc., an investor in healthcare real estate, the American Resort Development Association, a trade association representing the vacation ownershipNYSE-listed REIT that invests with leading senior housing operators, post-acute providers and resort development industries, and the Florida Chamber of Commerce.health systems. He also serves as a member of the Urban Land Institute, trustee of The Nature Conservancy Florida Chapter, a member of the University of Central Florida Rosen College of Hospitality Management Advisory Board, as well as the Florida International University Chaplin School of Hospitality & Tourism Management Dean's Advisory Council. Mr. Rivera was nominated as a director of ILG by Starwood.

              Thomas O. Ryder, age 71,72, has served as a director of ILG since May 2016. Mr. Ryder retired as Chairman of the Board of The Reader's Digest Association, Inc., a global media and direct marketing




company, in January 2007, a position he had held since January 2006. Mr. Ryder was Chairman of the Board and Chief Executive Officer of that company from April 1998 through December 2005. In addition, Mr. Ryder was Chairman of the Board and Chairman of the Audit Committee of Virgin Mobile USA, Inc., a wireless service provider, from October 2007 to November 2009. Mr. Ryder was President, American Express Travel Related Services International, a division of American Express Company, which provides travel, financial and network services, from October 1995 to April 1998. In the past five years, Mr. Ryder also served as a director of World Color Press, Inc., a company acquired by Quad/Graphics, Inc. in July 2010. Mr. Ryder is also currently a director of Amazon.com, Inc., Quad/Graphics, Inc. and RPX Corporation. Mr. Ryder has beenwas a director of Starwood sincefrom 2001 to September 2016 and currently servesserved on its Capital Committee and the Compensation and Option Committee. Mr. Ryder was nominated as a director of ILG by Starwood.

              Avy H. Stein, age 61,62, has served as a director of ILG since August 2008 and as Lead Director since December 2008. Mr. Stein is a Managing Partner of Willis Stein & Partners, a Chicago-based private equity firm that invests in companies in the consumer, education, healthcare and specialized business service industries. Mr. Stein co-founded Willis Stein & Partners with John Willis in 1994. Mr. Stein serves many philanthropic organizations. He is a co-chairman of the Development Council for B.U.I.L.D. (Broader Urban Involvement in Leadership Development), an organization that provides career and educational development for inner city youth, a member of the Board of Trustees, former Chairman of the audit and risk committee and Treasurer, and current Chairman of the Investment Committee and acting member of the Executive Committee of the Ravinia Festival; as well as a member of the Economic Club and Commercial Club of Chicago and The Standard Club. Mr. Stein




served on the Board of Directors and compensation and nominating and corporate governance committees of Roundy's, Inc., a NYSE-listed grocer in the Midwest until December 2015. Mr. Stein serves on the boards of directors, and in some cases as chairman or co-chairman of, privately-held companies in which his private equity firm has a stake such as VelociTel, Lincoln Renewable Energy, Education Partners, LLC, Strategic Materials and Education Corporation of America. Mr. Stein joined the board of Hilco Global, a privately-held international financial services company in August 2016. Mr. Stein is a certified public accountant, and received his law degree in 1980 from Harvard University.





CORPORATE GOVERNANCE


Board of Directors


              Qualifications.    Our board of directors is comprised of individuals with an array of operating, finance, sales and legal experience in a variety of industries. As such, they each bring an informed perspective on matters we face as a public company, including experience reading and understanding and/or preparing financial statements, compensation determinations, regulatory compliance, corporate governance, public affairs and legal matters. Our board of directors believes that each of the directors is qualified to serve as a director and member of the committees on which each serves because of the skills and qualifications acquired based on the following experience:

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Mr. Flower's financial, investment and public company experience as a senior finance executive of a large public company;



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Ms. Freed's sales, marketing and consumer insight experience in the leisure and tourism industry as a senior executive with cruise companies;



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Ms. Galbreath's senior leadership experience as manager of Galbreath & Company, real estate investment, development and strategy experience, and management and corporate governance experience;





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Mr. Hollingsworth's merger and acquisition transaction experience, financial analysis skills and experience with corporate governance and management compensation plans;



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Mr. Korman's business and legal experience as a business advisor and senior operating executive in areas involving strategy, financial analysis and planning, capital formation and a variety of transactions;



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Mr. Kuhn's financial, legal and public company experience and his experience reading and understanding financial statements as a managing director at an investment banking firm and as the general counsel of a public company;



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Mr. McInerney's financial and public company experience as the chief financial officer of a public company and his familiarity with ILG's business and operations as an executive of our former parent company;



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Mr. Murphy's operational and related industry experience in development of resorts as the chief executive officer of a construction and development company;



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Mr. Nash's industry, strategic, operational and legal experience as our chief executive officer and as a member of the executive committee of the American Resort Development Association as well as his role in promoting constructive regulations regarding the shared ownership industry



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Mr. Quazzo's real estate, investment, development and strategy experience as CEO of Pearlmark Real Estate, PartnersLLC and his public company and senior leadership experience;



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Mr. Rivera's senior leadership, operational and industry experience as former Starwood President, The Americas as well as president and chief executive officer of the Vistana business;



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Mr. Ryder's branding, development and strategy experience coupled with his global business, media, marketing and public company director experience; and



•

Mr. Stein's financial, accounting and legal experience as a managing partner in a private equity firm and as a certified public accountant and lawyer, and his familiarity with ILG's business and operations as a principal of the private equity firm that previously owned Interval.

              Several of our directors also serve or have in the past served on the boards of one or more other publicly traded companies. We believe ILG benefits from the experience and expertise our directors




gain from serving on those boards. The board of directors also believes that it is important to effective board governance and collaboration to have our chief executive officer serve on the board.

              Director Independence.    ILG's board of directors currently consists of thirteen members. The board of directors has affirmatively determined that each of Mr. Flowers, Ms. Freed, Ms. Galbreath, Mr. Hollingsworth, Mr. Howard, Mr. Korman, Mr. Kuhn, Mr. McInerney, Mr. Murphy, Mr. Quazzo, Mr. Ryder and Mr. Stein are "independent directors" within the meaning of the NASDAQ's listing standards. In making this determination, the board of directors considers information regarding transactions, relationships and arrangements involving ILG and its businesses and each director that it deems relevant to independence, including those required by NASDAQ listing standards. This information is obtained from director responses to a questionnaire circulated by ILG management,




ILG records and publicly available information. ILG management monitors those transactions, relationships and arrangements that are relevant to determinations of independence, and solicits updated information potentially relevant to independence from internal personnel and directors, to determine whether there have been any developments that could potentially have an adverse impact on ILG's prior independence determinations.

        Consistent with these considerations, the board of directors has reviewed all relationships and material transactions past and present between ILG and the members of the board (and their respective affiliated companies) and has affirmatively determined that each of Mr. Flowers, Ms. Freed, Ms. Galbreath, Mr. Hollingsworth, Mr. Korman, Mr. Kuhn, Mr. McInerney, Mr. Murphy, Mr. Quazzo, Mr. Ryder and Mr. Stein are "independent directors" within the meaning of the NASDAQ's listing standards. In particular, the board considered past relationships which directors had with ILG its former parent, IAC, with Liberty Interactive Corporationand Starwood, as well as, for Ms. Freed, commercial transactions between ILG's businesses and Royal Caribbean International's businesses.

              With respect to the remaining directors, (i) Mr. Nash is an executive of ILG, and (ii) Mr. Rivera is an executive of ILG and before joining ILG was within the last three years an executive of Starwood and Vistana Signature Experiences ("Vistana"), now a subsidiary of ILG.

              Governance Guidelines.    ILG's board of directors has adopted Corporate Governance Guidelines that are available on our website at www.iilg.com under "Corporate Governance."

              Meetings.    During 2015,2016, the board of directors held eightnine meetings. All of our incumbent directors attended at least 75% of the aggregate of the board meetings and the meetings of committees on which he or she served in 2015. Our directors are encouraged but not required to attend the annual meeting of stockholders.2016. At our 20152016 Annual Meeting of Stockholders fivewhich did not follow our normal practice of coinciding with a board meeting, one of our directors werewas in attendance. The independent directors of the board regularly meet in executive session without management.

              Board Leadership Structure.    Mr. Nash serves as both our Chairman of the Board and our President and Chief Executive Officer. We believe that by serving in these dual capacities, Mr. Nash is well-situated to execute our business strategy. Because Mr. Nash has primary management responsibility with respect to the day-to-day business operations of our company, he is in the most effective position to chair regular meetings of the board of directors and to help ensure that key business issues are communicated to the board of directors. Mr. Stein has been our lead director since December 2008. As lead director, Mr. Stein serves as a liaison between the Chairman of the Board and the other directors and presides at meetings of the independent directors.

              Risk Oversight.    Risk assessment and management is an integral part of our board of director and committee deliberations throughout the year. Our board of directors' role primarily is oversight of the risk management processes implemented by our management team. This role is performed through the board committees as well as the board of directors as a whole. The audit committee annually reviews an assessment prepared by internal audit based on management feedback of the critical risks facing ILG, their relative magnitude and management's actions to mitigate these risks. The audit committee also monitors risks related to investments and liquidity, financial covenants and related party




transactions. The compensation and human resources committee ("the "Compensation Committee") reviews risks relating to our compensation practices as described below under "Compensation Risk Analysis." The results of these reviews are discussed with the entire board of directors which also reviews overall strategic and operational risks.risks, including information technology security. We believe these risk oversight functions allow our directors to make well-informed decisions and increase the effectiveness of our leadership structure. The roles of the board of directors and its committees in the risk oversight process have not affected the board leadership structure.

Committees of the Board of Directors


              The board of directors has a standing audit committee, compensation and human resources committee,Compensation Committee, and nominating committee, each of which operates under a written charter, as well as an executive committee. Current copies of these charters are available to stockholders on our website, www.iilg.com, under "Corporate Governance." Each director serving as a member of a board committee, other than




the executive committee, is an independent director within the meaning of the NASDAQ's listing standards applicable to such members and under the applicable committee's charter.

              The following table sets forth the members of each standing committee of our board of directors prior tobeginning May 11,12, 2016:

Name		Audit		Compensation		Nominating		Executive
Craig M. Nash								X
David Flowers
Victoria L. Freed				X
Lizanne Galbreath						X
Chad Hollingsworth
Gary S. Howard		X
Lewis J. Korman		C				X
Thomas J. Kuhn		X				C		X
Jeanette E. MarbertThomas J. McInerney		X
Thomas P. Murphy, Jr.				X
Stephen R. Quazzo		X
Sergio D. Rivera
Thomas J. McInerney						X
Thomas P. Murphy, Jr. O. Ryder				X
Avy H. Stein				C				X

---

X = member, C = Chair

              Audit Committee.    The members of the audit committee during 20152016 were Mr. Howard,Korman (chair), Mr. Kuhn, Mr. McInerney and Mr. Korman (chair).Quazzo. Mr. Gary Howard also was a member of the audit committee prior to his resignation May 11, 2016. The audit committee assists the board of directors in fulfilling its oversight responsibilities for the integrity of our accounting, auditing, financial reporting and financial control practices. The audit committee monitors:

•

the integrity of ILG's financial statements,



•

the effectiveness of ILG's internal control over financial reporting,



•

the qualifications and independence of ILG's independent registered public accounting firm,



•

the performance of ILG's internal audit function and independent registered public accounting firm, and



•

the compliance by ILG with legal and regulatory requirements.

In addition, the audit committee considers and pre-approves audit and any non-audit services proposed to be performed by the independent registered public accounting firm. The audit committee also reviews related party transactions, our code of ethics, hedging and derivatives strategies, and the process for receiving, retaining and treating employee complaints regarding accounting, internal control over financial reporting and auditing matters.




              Our board of directors has determined that Mr. HowardMcInerney meets the requirements for an audit committee financial expert under Item 407 of Regulation S-K promulgated under the Securities Act of 1933. During 2015,2016, the audit committee held nine meetings.

              Compensation and Human Resources Committee.    The members of the compensation and human resources committeeCompensation Committee during 20152016 were Ms. Freed, Mr. Murphy, Mr. Ryder and Mr. Stein (chair), each of which is a "non-employee director" as defined under Rule 16b-3 and an "outside director" as defined under Section 162(m) of the Internal Revenue Code. During 2015,2016, the compensation and human resources committeeCompensation Committee held five six




meetings. The compensation and human resources committeeCompensation Committee is authorized to exercise all of the powers of the ILG board of directors with respect to matters pertaining to compensation and benefits that affect the executive officers of ILG, including, but not limited to:

•

salary,



•

incentive/bonus plans,



•

stock compensation plans, and



•

retirement programs.

              To assist in its review of compensation decisions, the compensation and human resources committeeCompensation Committee has retained the services of an independent compensation consultant. The consultant works for the compensation committeeCompensation Committee in connection with its review of executive and non-employee director compensation practices (for the nominating committee), including the competitiveness of executive and director pay levels, executive incentive design issues, market trends in executive and director compensation and technical considerations. The independent consultant is Meridian Compensation Partners (Meridian)("Meridian"). Meridian's services to ILG are limited to advising the compensation committeeCompensation Committee on executive compensation related matters and the nominating committee on director compensation as well as calculating the payout for total shareholder return-based performance share units granted by the compensation committee;Compensation Committee; they do no other work for ILG. The compensation committeeCompensation Committee reviews and evaluates the independence of its consultant each year and has the final authority to hire and terminate the consultant. In considering Meridian's independence, numerous factors were reviewed relating to Meridian and the individuals providing services to ILG, including those required by the SEC and the NASDAQ. Based on a review of these factors, the compensation committeeCompensation Committee has determined that Meridian is independent and that no conflict of interest exists with Meridian.

              For more information on how executive compensation decisions are made, see "Compensation Discussion and Analysis."

              Nominating Committee.    The members of the nominating committee during 20152016 were Ms. Galbreath, Mr. Hollingsworth, Mr. Korman, and Mr. Kuhn (chair) and. Mr. McInerney.McInerney was a member of the nominating committee prior to May 12, 2016. The nominating committee:

•

identifies and recommends for nomination qualified individuals for election as directors,



•

oversees the composition of the committees of the board of directors,



•

oversees periodic self-evaluation of the board of directors and its committees, and



•

reviews compensation of directors.

              During 2015,2016, the nominating and corporate governance committee held four meetings. Ms. Marbert and Mr. Hollingsworth were elected to our board of directors by the directors on February 24, 2015, following a request by Liberty Interactive to add another director to our board. In accordance with our then existing agreement, Liberty had the right to nominate a third director who is reasonably acceptable to ILG upon the increase of the ILG board to eleven members. The nominating committee met with Mr. Hollingsworth, as Liberty's proposed nominee, and following appropriate investigation determined to recommend his nomination to the board. The nominating committee also




recommended Ms. Marbert for nomination to the Board based on her operating knowledge of ILG and the industry as well as her contributions during her prior participation in meetings of the board of directors.

In accordance with the provisions of the Amended and Restated Agreement and Plan of Merger between ILG and Starwood for the Vistana Signature Experiences acquisition, ILG increased its board to thirteen members and Starwood had the right to nominateselect four directors that are reasonably acceptable to ILG's nominating committee. Atcommittee to be appointed. In connection with the same time,Vistana transaction, ILG amended its agreement with Liberty Interactive which now has the ability to nominate two directors out of the thirteen ILG board members. Prior to the May 11, 2016 closing of the merger, the nominating committee reviewed the four directors nominated by Starwood: Ms. Galbreath, Mr. Quazzo, Mr. Rivera and Mr. Ryder. Following appropriate investigation the nominating committee determined to recommend their nominations to the board.

              Stockholders may recommend individuals to the nominating committee for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials and a statement as to whether the stockholder or group of stockholders making the recommendation has beneficially owned more than 5% of ILG's common




shares for at least a year as of the date such recommendation is made, to the following address: Interval Leisure Group,ILG, Inc., 6262 Sunset Drive, Miami, Florida 33143, Attn: Victoria J. Kincke, Secretary. Any such recommendation should be accompanied by a written statement from the candidate of his or her consent to be named as a candidate and, if nominated and elected, to serve as a director. Assuming that appropriate biographical and background material has been provided on a timely basis, the nominating committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others. See "Other Matters-Stockholder Proposals for 20172018 Annual Meeting" below.

              The nominating committee has not established specific minimum qualifications a candidate must have in order to be recommended to the board of directors. However, in determining qualifications for directors, the nominating committee considers whether the potential candidate qualifies as independent under NASDAQ listing standards, his or her familiarity with reviewing or preparing financial statements and other skills and experience, as well as whether such candidate will effectively serve stockholders' long-term interests and contribute to ILG's overall corporate goals. As stated in our Corporate Governance Guidelines, the nominating committee and the board of directors seek to include a diversity of backgrounds, perspectives and skills among board members. While the committee does not use any particular benchmarks with respect to these qualities, it looks to include a balance of backgrounds, perspectives and skills on the board of directors as a whole. The nominating committee will consider potential board candidates recommended by stockholders and others, including management and current directors and the nominating committee may retain a board search consultant to assist in searching for potential board candidates. The committee has not engaged a consultant at this time.

              Executive Committee.    The members of the executive committee are Mr. Nash, Mr. Kuhn and Mr. Stein. The executive committee has all the power and authority of the ILG board of directors, except those powers specifically reserved to the ILG board of directors by Delaware law or ILG's organizational documents.

              Other Committees.    In addition to the foregoing committees, the ILG board of directors, by resolution, may from time to time establish other committees of the ILG board of directors, consisting of one or more of its directors.

Stockholder Communications with the Board of Directors


              Any stockholder who desires to communicate with any of the members of ILG's board of directors may do so electronically by sending an email to boardofdirectors@iilg.com.boardofdirectors@iilg.com. Alternatively, a stockholder may communicate with the members of the board of directors by writing to Interval Leisure




Group,ILG, Inc., 6262 Sunset Drive, Miami, Florida 33143, Attn: Victoria J. Kincke, Secretary. Communications may be addressed to the lead director, an individual director, a board committee, the non-management directors or the full board of directors. All such communications must identify the author as a stockholder and provide evidence of the sender's stock ownership. Communications received by the Secretary will be reviewed by the Secretary and, if appropriate, distributed to the appropriate directors. Solicitations for the sale of merchandise, publications or services of any kind will not be forwarded to the directors.




Director Compensation


              Non-Employee Director Arrangements.    Each member of the ILG board of directors who is not an employee of ILG or its affiliates receives an annual retainer and member and chairs of committees receive additional annual retainers. For 2015,2016, the retainers were as follows:

•

Board service—$65,000 per year



•

Members of audit and compensation committeesCompensation Committees (excluding chairs)—$15,000 per year



•

Members of nominating (excluding chair) and executive committee—$10,000 per year



•

Chair of audit committee—$35,000 per year



•

Chair of compensation committee—Compensation Committee—$30,000 per year.year

•

Chair of nominating committee—$15,000 per year

•

Lead director—$20,000 per year

              In addition, each non-employee director receives a grant of restricted stock units, or RSUs, with a dollar value of $125,000 upon re-election on the date of ILG's annual meeting of stockholders. Given that the 2016 annual meeting was off-cycle, the board of directors determined to provide the grant on May 12, 2016, the day after the Vistana acquisition and consistent with the timing of prior year annual meetings. The terms of these restricted stock units provide for (i) vesting on the first anniversary of the grant date with settlement in shares of common stock, (ii) cancellation and forfeiture of unvested units in their entirety upon termination of service with the ILG board of directors (other than for death or disability) and (iii) full acceleration of vesting upon a change in control of ILG. Non-employee directors are also reimbursed for all reasonable expenses incurred in connection with attendance at ILG board and committee meetings.

              Director Stock Ownership Guidelines.    In order to further align the interests of our directors with those of our stockholders, our board of directors maintains stock ownership guidelines for non-employee directors. These guidelines generally require directors that are not employed by us or our affiliates to maintain ownership of our common stock in an amount not less than five times the amount of the annual cash retainer for board service, subject to a grace period of five years from either the adoption of the policy or commencement of service. Deferred stock units and restricted stock units are included in the calculation.

              The guidelines are administered by the nominating committee. As of June 9, 2016,March 21, 2017, all of our non-employee directors were in compliance with the guidelines.

              Deferred Compensation Plan for Non-Employee Directors.    Under ILG's Deferred Compensation Plan for Non-Employee Directors, non-employee directors are able to defer all or a portion of their board and board committee fees. Eligible directors who defer all or any portion of these fees can elect to have such fees applied to the purchase of share units, representing the number of shares of ILG common stock that could have been purchased on the relevant date, or credited to a cash fund. If any dividends are paid on ILG common stock, dividend equivalents will be credited on the share units. The cash fund will be credited with deemed interest at an annual rate equal to the weighted average prime lending rate of JPMorgan Chase Bank. After a director ceases to be a member of the ILG board of directors, he or she will receive (i) with respect to share units, such number of shares of ILG common stock as the share units represent and (ii) with respect to the cash fund, a cash payment in an amount equal to deferred amounts, plus accrued interest. These payments will be made in either one lump sum




or up to five installments, as previously elected by the eligible director at the time of the related deferral election.

              The following table and footnotes provide information regarding the compensation of non-employee members of ILG's board of directors for fiscal year 2015.2016.





Director Compensation for Fiscal Year 2016


		Total Fees Earned or Paid in Cash
Name		Fees Paid in Cash ($)			Fees Deferred ($)(1)			Stock Awards ($)(2)			All Other Compensation ($)(3)			Total ($)
David Flowers(4)			65,012			—			124,999			3,939			193,950
Victoria L. Freed(4)			74,318						124,999			3,921			203,238
Chad Hollingsworth(4)(5)			55,134						124,999			1,720			181,853
Gary S. Howard(4)			80,041			—			124,999			3,921			208,961
Lewis J. Korman(4)			110,041			—			124,999			3,921			238,961
Thomas J. Kuhn(4)			41			100,000			124,999			18,048			243,088
Thomas J. McInerney(4)			71,222			—			124,999			3,921			200,142
Thomas P. Murphy, Jr.(4)			80,041			—			124,999			3,921			208,961
Avy H. Stein(4)			105,041			—			124,999			13,178			243,218

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Total Fees Earned or Paid in Cash

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Name

Fees Paid in Cash ($)

Cash Fees Deferred ($)(1)

Stock Awards ($)(2)

All Other Compensation ($)(3)

Total ($)

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David Flowers(4)

65,004

–

122,629

3,765

191,398

​

Victoria L. Freed(4)

80,017

–

122,629

4,065

206,711

​

Lizanne Galbreath(4)(5)

47,802

–

122,629

3,184

173,615

​

Chad Hollingsworth(4)(5)

71,377

–

122,629

3,765

197,771

​

Gary S. Howard(4)(5)

29,011

–

–

880

29,891

​

Lewis J. Korman(4)

110,017

–

122,629

4,065

236,711

​

Thomas J. Kuhn(4)

17

104,272

122,629

21,475

248,393

​

Thomas J. McInerney(4)

78,204

–

122,629

4,065

204,898

​

Thomas P. Murphy, Jr.(4)

80,017

–

122,629

4,065

206,711

​

Stephen R. Quazzo(4)(5)

50,989

–

122,629

3,184

176,802

​

Sergio D. Rivera(4)(5)

31,714

–

122,629

2,115

156,548

​

Thomas O. Ryder(4)(5)

50,989

–

122,629

3,184

176,802

​

Avy H. Stein(4)

122,105

–

122,629

13,583

258,317

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---

(1)

Represents the dollar value of fees elected to be deferred pursuant to ILG's Deferred Compensation Plan for Non-Employee Directors, as described above. For 2015,2016, Mr. Kuhn elected for this entire amount to be deferred as share units.



(2)

All amounts for stock awards are the aggregate grant date fair value of the RSUs computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation ("ASC Topic 718"). Each non-employee director received 4,7518,778 restricted stock units on May 19, 2015.

12, 2016. For a discussion of the assumptions made in the valuation of such stock awards, see Note 18 to the Consolidated Financial Statements for 2016 contained in our Annual Report on Form 10-K filed with the SEC on March 1, 2017.

(3)

Includes dollar amount of dividends on restricted stock units that are accrued as additional RSUs. For Mr. Kuhn and Mr. Stein these amounts also include the dollar amount of dividends on deferred fees that are accrued as additional share units.



(4)

Each of Messrs. Freed, Howard, Korman, Kuhn, McInerney, Murphy and Steinthe incumbent directors held 7,336 RSUs8,968 restricted stock units as of December 31, 2015.2016.

(5)

Ms. Galbreath, Mr. FlowersRivera, Mr. Quazzo and Mr. Hollingsworth held 4,839 RSUs as of December 31, 2015.



(5)

Mr. HollingsworthRyder joined the board in February 2015 when he began to receive pro-ratedMay 2016 and Mr. Howard resigned from the board in May 2016. Mr. Rivera became an employee of ILG in November 2016. Their retainer payments.payments are prorated accordingly.

              The nominating committee has primary responsibility for establishing non-employee director compensation arrangements, which are designed to provide competitive compensation necessary to attract and retain high quality non-employee directors and to encourage ownership of ILG stock to further align directors' interests with those of ILG's stockholders. When considering non-employee director compensation arrangements, the nominating committee consulted a competitive benchmarking report prepared by the compensation and human resources committee's independent consultant, Meridian, prior to determining the adjustments made in September 2014.Meridian.

Compensation Committee Interlocks and Insider Participation


              Mr. Stein, Ms. Freed, Mr. Murphy and Mr. MurphyRyder served on our compensationCompensation Committee during 2016 and human resources committee during 2015 and neithernone has been an officer or employee of ILG. None of ILG's executive officers or directors serves or has served on the board of directors or compensation committeeCompensation Committee of any entity that has one or more executive officers serving as a member of ILG's board of directors or compensation committee.Compensation Committee.





COMPENSATION DISCUSSION AND ANALYSIS


              The following compensation discussion and analysis discusses our executive compensation programs for 2015.2016. The design and administration of these programs is overseen by ILG's Compensation Committee. This section focuses on the compensation decisions made for the following individuals who are referred to as the named executive officers:

​	​	​	​	​	​	​
		Craig M. Nash		Chairman, President and Chief Executive Officer
​		Jeanette E. Marbert		Executive Vice President and Chief Operating Officer		​
		William L. Harvey		Executive Vice President and Chief Financial Officer
David C. Gilbert​		Sergio D. Rivera		Executive Vice President, Interval InternationalILG President and Chief Executive Officer, Vacation Ownership segment		​
Kelvin M. Bloom		Stephen G. Williams		Chief ExecutiveOperating Officer, Aqua-AstonVistana Signature Experiences
​	​	​	​	​	​	​

Overview


        During 2015,Highlights of ILG benefittedperformance for 2016:

Diversifying the Business Platform

•

ILG's management successfully executed a strategy to diversify the business platform over several years

•

Navigated challenges by taking advantage of dislocation in the industry resulting from including the HVOgreat recession and consolidation

•

Completed a series of acquisitions to broaden the business portfolio and control organic growth drivers

•

Positioned ILG for a full year. Following this acquisition long-term sustainable growth.

Deploying Capital Wisely

•

ILG realigned our segment reportingreturned $153 million to shareholders through dividends and now reportsstock repurchases during 2016

•

Invested in two segments: Exchange and Rental, and Vacation Ownership. Exchange and Rental includes the Interval International and the exchange businesses of Hyatt Residence Club and Trading Places International as well as the Aqua-Aston vacation rental business. Vacation Ownership includes the management businesses of Vacation Resorts International, VRI Europe, HVO and Trading Places International and HVO'sbusiness to drive vacation ownership sales and financing. Our 2015 results were negatively affectedrelated recurring revenues.

Transformational Vistana Acquisition

•

Completion of the transformational acquisition of Vistana in 2016 effectively doubled the size of ILG in terms of revenues and employees:

o

Entered into exclusive 80-year license for The Westin and Sheraton brands in vacation ownership and rights to the related Starwood Preferred Guest ("SPG") loyalty program and any other successor or replacement program used by currency fluctuations.

the Westin and Sheraton brands

o

Provides ILG increased, scale, strength and product portfolio

o

Includes assets, team and know-how that, together with ILG's existing businesses, position the company for growth in a rapidly evolving industry

o

Complex transaction used a tax-efficient Reverse Morris Trust structure




•

Hired Mr. Rivera as President and Chief Executive Officer of Vacation Ownership segment in November 2016 to oversee both the Vistana and Hyatt Vacation Ownership businesses

•

Began integrating Vistana into ILG's systems and processes with a focus on identifying and adopting best practices across the enterprise

              The following chart summarizescharts summarize key financial results for 20152016 compared to 20142015 and 20132014 (dollars in millions except per share and percentage data):

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Year Ended December 31,

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2016

Year over Year Change

2015

Year over Year Change

2014

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Revenue

$1,356

95%

$697

14%

$614

​

Revenue excluding cost reimbursements

$1,082

99%

$545

9%

$502

​

Net income attributable to common stockholders

$265

263%

$73

(8)%

$79

​

Adjusted net income(1)

$130

71%

$76

(5)%

$80

​

Adjusted EBITDA reported(2)

$302

63%

$185

7%

$173

​

Adjusted EBITDA annual incentive calculation(3)

$286

55%

$184

5%

$175

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Adjusted EBITDA long-term incentive calculation(3)

$290

58%

$184

5%

$175

​

Diluted earnings per share

$2.60

106%

$1.26

(7)%

$1.36

​

Adjusted diluted earnings per share(4)

$1.28

(3)%

$1.32

(5)%

$1.39

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Price per share at last trading day(5)

$18.17

16%

$15.61

(25)%

20.89

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		Year Ended December 31,
					Year over Year Change			Constant Currency									Year over Year Change
		2015						2015			Change			2014						2013
Revenue		$	697.4			13.5	%	$	708.2			15.3	%	$	614.4			22.6	%	$	501.2
Net income attributable to common stockholders		$	73.3			(7.1	)%	$	76.4			(3.2	)%	$	78.9			(2.8	)%	$	81.2
Adjusted net income(1)		$	76.4			(4.9	)%	$	79.5			(1.1	)%	$	80.3			(1.5	)%	$	81.5
Adjusted EBITDA reported(2)		$	184.9			7.1	%	$	188.5			9.2	%	$	172.7			3.9	%	$	166.2
Adjusted EBITDA incentive calculation(3)		$	183.7			4.9	%		NA			NA		$	175.1			3.3	%	$	169.5
Diluted earnings per share		$	1.26			(7.4	)%	$	1.32			(2.9	)%	$	1.36			(2.9	)%	$	1.40
Adjusted diluted earnings per share(4)		$	1.32			(5.0	)%	$	1.37			(1.4	)%	$	1.39			(1.4	)%	$	1.41
Price per share at December 31(5)		$	15.61			(25.3	)%		NA			NA		$	20.89			(32.4	)%	$	30.91

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(1)

Adjusted net income is defined as net income attributable to common stockholders excluding, without duplication (a) acquisition related and restructuring costs, (b) other non-operating foreign currency remeasurements, (c) correcting an immaterial prior period net understatement in the 2013 financials, (d) the impact of the application of purchase accounting, and (e)(d) other special items.items, which includes the gain on purchase in 2016 and settlement of a certain legal proceeding in 2015. Reconciliation to net income attributable to common stockholders is provided in Appendix A.



(2)

Adjusted EBITDA is defined as net income attributable to common stockholders, excluding, if applicable (a) non-operating interest income and interest expense, (b) income taxes, (c) depreciation expense, (d) amortization expense of intangibles, (e) non-cash compensation expense, (f) goodwill and asset impairments, (g) acquisition related and restructuring costs, (h) other non-operating income and expense (i) the impact of correcting a prior period item in 2013, (j) the impact of application of purchase accounting, and (k)(j) other special items.items, which includes the gain on purchase in 2016 and settlement of a certain legal proceeding in 2015. Reconciliation to net income attributable to common stockholders is provided in Appendix A. ILG's presentation of Adjusted EBITDA may not be comparable to similarly-titled measures used by other companies.




(3)

For purposes of both annual and long-term incentive calculations, Adjusted EBITDA is defined as net income excluding, if applicable: (1) non-cash compensation expense, (2) depreciation expense, (3) amortization expense, (4) goodwill and asset impairments, (5) income tax provision, (6) non-operating interest income and interest expense, (7) other non-operating income and expense, (8) other one time charges/special items described in note (2) above, and (9) acquisition related professional fees and beginning with the year ended December 31, 2014 all acquisition related and restructuring costs. The compensation committee determined that Adjusted EBITDA would be calculated from net income attributable to common stockholderscosts; provided the annual incentive calculation for periods beginning January 1, 2014.2016 also excludes the deferral adjustment associated with percentage of completion accounting guidelines reflecting its impact on GAAP revenues and expenses. Reconciliation to net income attributable to common stockholders is provided in Appendix A.





(4)

Adjusted diluted earnings per share is defined as Adjusted net income divided by the weighted average number of shares of common stock and dilutive securities outstanding during the period. Reconciliation to diluted earnings per share is provided in Appendix A.



(5)

Based on the closing price for ILG shares on The NASDAQ Stock Market on that date.the last trading day of the applicable year.

        For 2015, the compensation and human resources committee (also referred to as the compensation committee) generally maintained the compensation program in place in 2014.

Compensation Program Highlights:

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Pay for performance philosophy and practice, by including performance conditions on 87% of the 2016 target compensation of the chief executive officer and an average of over 79% for the other named executive officers

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Utilize an independent compensation consultant to assist the Compensation Committee in evaluating executive compensation

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Provide a cap for all performance-based awards of no more than 200% of target

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Set robust executive stock ownership guidelines (6x multiple for CEO)

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Subject performance-based pay to a recoupment policy

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Prohibit hedging or pledging of ILG stock by executive officers and directors

Compensation Decisions for 2016:

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In consultation with independent compensation consultants, the Compensation Committee selected a new peer group for compensation benchmarking commensurate with ILG being a significantly larger organization following the Vistana transaction.

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Prior to the closing of the transaction, the Compensation Committee adopted annual incentives and long-term incentives in line with prior year practices

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Following closing of the transaction the Compensation Committee additionally:

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Authorized payment of the allocated transaction bonuses to the chief executive officer, chief operating officer and chief financial officer

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Granted the chief executive officer, chief operating officer and chief financial officer performance restricted stock unit ("RSU") awards 50% of which vest subject to satisfaction of initial performance conditions based on specific operating metrics and 50% of which vest based on achieving three year financial Adjusted EBITDA and revenue targets.

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Adjusted the base salary for the chief executive officer, chief operating officer and chief financial officer based on market analysis

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Finalized the base salary, annual incentive target and initial RSU grants for the CEO of Vacation Ownership and the COO of Vistana, in order to recruit these talented executives to ILG.

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Recommended for approval the amendment of the ILG 2013 Stock and Incentive Compensation Plan to increase the number of shares available for issuance under the plan and make certain other amendments.




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		Recent Modifications in Compensation Practices
		The Compensation Committee regularly evaluates ILG's compensation programs, practices, and policies and implements modifications to reflect evolving best practices, as appropriate, and changing regulatory requirements. Listed below are modifications recently implemented by ILG which strengthen the alignment of interests of ILG executives with those of ILG stockholders.
		•    Increased Proportion of Long-Term Performance-Based RSUs in Equity Awards. Beginning with the annual 2017 grants, one-half (50%) of the annual equity grants to our executive officers is comprised of Performance RSUs (which vest based on ILG's 3-year cumulative adjusted EBITDA and Total Shareholder Returns), with the remaining one-half (50%) comprised of Annual RSUs
		•    Ratable Vesting of Annual RSUs. Beginning in 2017, vesting of Annual RSUs will vest ratably over three years to harmonize practices across the organization
		•    Double Trigger for RSU Vesting. Amended employment agreements with the chief executive officer, chief operating officer, chief financial officer and chief executive officer of vacation ownership, to provide that all equity awards granted to our executive officers will be subject to "double trigger" accelerated vesting upon a change in control. This is consistent with the terms of RSUs granted generally.
		•    Amendments to Change in Control Arrangements. To align with market practices, ILG amended the chief executive officer employment agreement to remove the legacy gross-up provision for payments subject to Section 280g of the Internal Revenue Code and eliminated "single triggers" for cash severance from executive officer change in control agreements. As a result, all change in control arrangements with ILG's executive officers require a double trigger for benefits and do not include a tax "gross-up" for taxes imposed on any change in control payments.
		•    Removed "Gross up" for Perquisite. As part of the amendments to employment agreements described above, Mr. Nash and Ms. Marbert agreed to forego the prior practice of the company grossing up amounts paid for supplemental disability premiums.
		•    Increased Stock Ownership Requirements. We require our senior management team (including all of our executive officers) and directors to be meaningfully invested in ILG common stock and, therefore, be personally invested in our performance and strongly aligned with stockholder interests. Recently, we increased our stock ownership guidelines to require our executives to own ILG stock with a market value at least equal to 6 times base salary for our chief executive officer, at least 3 times base salary for ILG executive vice presidents and at least 2 times base salary for ILG corporate and segment-level senior vice presidents.
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Philosophy and Objectives of Compensation


              ILG is focused on growing our business of providing memorable vacation experiences to our customers and delivering shareholder value. To further these objectives, ILG's executive officer compensation program is designed to attract, reward, motivate, and retain top executives andexecutives. In order to provide appropriate incentives, for achieving ILG's goals and objectives. Aa significant portion of each executive's pay is variable and based on corporate performance. The following charts show the pay mix at target for the chief executive officer and the average pay mix at target for the other named executive officers.

CEO Target Compensation		Other NEO Average Target
		Compensation

              ILG's compensation program rewards annual performance through an annual bonusincentive program and long-term value creation through performance-contingent equity participation. Based on priorthe 2016 benchmarking analyses, the total compensation opportunities at target levels of performance following the Vistana acquisition and the adjustments made during 2016 are provided at or near the median of the peer group, with individual differentiation to reflect, among other things, executive experience, performance, internal equity, and unique customer relationships that may be difficult to replace.

Compensation Methodology


              Roles and Responsibilities.    Our executive officer compensation program is administered by our compensation and human resource committee.Compensation Committee. In 2015,2016, the compensation committeeCompensation Committee engaged Meridian Compensation Partners, LLC to provide executive compensation advisory services to the compensation committee.Compensation Committee. Meridian also prepared a report for ILG's nominating committee on director compensation.

              Meridian provides the compensation committeeCompensation Committee with support on market information and perspective on executive pay practices. At the request of the compensation committee,Compensation Committee, Meridian participated in select discussions during the compensation committee'sCompensation Committee's meetings with respect to reviewing and changing incentive programs.




              Our chief executive officer makes recommendations to the compensation committeeCompensation Committee regarding salary and bonus payments for the other named executive officers. In addition, our chief executive officer, chief operating officer and chief financial officer make recommendations on performance goals based on board approved budgets and internal forecasts, and provide information and recommendations as to whether performance goals were achieved. The compensation committeeCompensation Committee evaluates these recommendations and approves the compensation for the named executive officers.




With respect to the chief executive officer, this review is conducted in executive session without the presence of the chief executive officer.

              Peer Groups.Benchmarking.    In late 2015 and early 2016, under the direction of the Compensation Committee, Meridian conducted a benchmarking study of compensation levels and design practices for the top executive positions. Based on the announced Vistana acquisition, Meridian provided the Compensation Committee with an analysis based on an updated comparator group reflecting the post-merger scale of ILG. This updated comparator group reflects the scope, industry and financial characteristics of ILG following the transaction and represents a key market for competitive executive talent. While the comparator group does include a number of companies in the Hotels, Restaurants & Leisure industry (as defined by Standard & Poor's GICS industry classifications), it does not include restaurant companies as these are not businesses similar to ILG and are not a source of competition for executive talent. Within this comparator group, ILG's expected post-merger revenues place it at the 51^st percentile.

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		2016 Comparator Group
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		Choice Hotels Intl Inc.		Marriott Vacations Worldwide, Inc.
		Diamond Resorts International		Norwegian Cruise Line Holdings Ltd.
		Hospitality Properties Trust		Pinnacle Entertainment Inc.
		Hyatt Hotels Corporation		Ryman Hospitality Properties, Inc.
		Intercontinental Hotels, Inc.		Vail Resorts Inc.
		Isle of Capri Casinos Inc.		Viad Corp.
		La Quinta Holdings Inc.		Wyndham Worldwide Corp.
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              The Compensation Committee reviewed both the levels of total compensation for the chief executive officer, chief operating officer and chief financial officer as well as the relative contribution of each different element of such individual's compensation against similarly situated individuals within the comparator group. Prior to the transaction, these named executive officers were an average of 20% below the market median levels for total targeted compensation. Our chief executive officer's total target compensation mix aligned with the median of the market, as did the mix for our other named executive officers. The compensation committeefor Mr. Rivera and management determined not to undertake an executive compensation benchmarking analysisMr. Williams were individually negotiated in connection with the 2015 compensation decisions, in accordance with the practicecontemplation of performing a full bench-marking study every three years, with the next study to be used for 2016 compensation decisions.them joining ILG.

              Relative TSR group.    The industry peer group described below is used forFor the 20152016 relative total shareholder return ("TSR") performance RSUs discussed below, the returns are compared to a broad industry peer group as well as the Russell 2000 index companies as a whole. ThisThe broad industry peer group includes those companies in the Russell 2000 that have the Hotels, Restaurant and Leisure GICS Code 253010, referred to as the industry peer group. The industry peer group was not used to benchmark pay levels.




Elements of Compensation


              Our pay philosophy is supported by the following elements of our executive compensation:

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Base Salary

Cash (Fixed)

Provides a competitive level of fixed pay reflecting the executive's experience, responsibilities, and performance

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Annual Incentive

Cash (Variable)

Rewards executives for achieving annual revenue and earnings goals, and for certain executives, individual performance goals

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Long-Term Incentives

Equity (Variable)

Provide equity-based incentives that reward management for achieving longer-term financial and strategic growth goals while also aligning management interests with stockholders' interests

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Base Salary

              The total compensation program for ILG's named executive officers consists of salary, annual incentives, long-term incentives, perquisites and other benefits. The compensation committee and management believe these programs are tailored to meet ILG's business objectives and environment. The program for the three named executive officers with enterprise-wide responsibilities differs from the structure provided to the business leaders and will be discussed separately.

        Salary.Management and the compensation committeeCompensation Committee consider a number of factors in recommending and determining base salaries of named executive officers, including corporate performance and with respect to an individual executive the assumption of additional responsibilities, internal equity, periodic benchmarking, historical compensation for executives of acquired companies and other factors which demonstrate an executive's value to ILG.

ILG Executives:2016 Base Salary Decisions:

              TheFollowing the completion of the Vistana acquisition, the amounts of base salary for Mr. Nash, Ms. Marbert, Mr. Harvey and Mr. Williams were adjusted to reflect the expanded scope of ILG, their individual responsibilities, and the results of the benchmarking exercise described above. The Compensation Committee also considered that Mr. Nash had not had a salary increase since 2008 and Ms. Marbert and Mr. Harvey are based uponhad limited salary increases during that period. Mr. Rivera's base salary was determined as a result of arm's length negotiations with him to attract him to join ILG. The following shows the levels agreed in their respective employment agreements entered into in 2008. Alloriginal annual base salaries as of these agreements had an initial four year term with automatic one year renewals unless the beginning of 2016 and the adjusted annual base salaries effective May 12, 2016 for the named executive orofficers (or November 7, 2016, the company gives 30 days' noticedate of hire for Mr. Rivera):

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		Name		Original Base Salary		Adjusted Base Salary
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		Craig M. Nash		$750,000		$865,000
​		Jeanette E. Marbert		$435,000		$475,000		​
		William L. Harvey		$375,000		$420,000
​		Sergio D. Rivera		N/A		$550,000		​
		Stephen G. Williams		$425,451*		$475,000
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*Mr. Williams original base salary was for his service at Vistana prior to the end of the then current term. Accordingly, the agreements rolled forward for another year in August 2015. The compensation committee has the authority to increase but not decrease the level of salary set forth in each of these agreements. No such changes were effected in 2015.

ILG acquisition.

Business Leaders:Annual Incentives.

        Mr. Gilbert entered into an employment agreement effective September 2014 and Mr. Bloom's employment agreement was effective January 2015. These agreements specify the negotiated amount of base salary to incent Mr. Gilbert to join the ILG team in his role and to retain Mr. Bloom in his role.

        Annual Incentives.              ILG's annual incentive program is designed to reward performance on an annual basis. Because of the variable nature of the program, and because in any given year bonuses havewith significant upside opportunity for executives if performance goals are exceeded, the potential to comprise a significant component of an executive's total compensation, the bonus

              Stock Ownership Guidelines.    To further align the interests of our executives with the interests of stockholders, our board of directors, upon recommendation of the compensation committee,Compensation Committee, adopted stock ownership guidelines for all executive officers. The guidelines require each senior executive to own a multiple of his or her base salary in the form of ILG common stock and certain unvested equity, generally within five years of assuming his or her position. Prior to attaining the required level, the executive is required to hold 50% of shares acquired upon settlement of equity awards. The required levels of ownership are designed to reflect the level of

responsibility that the executive positions entail. TheIn February 2017, ILG updated its stock ownership guidelines for our executive officer positions areas shown in the table below:

              The guidelines are administered by the compensation committee.Compensation Committee. As of June 9, 2016,March 21, 2017, all of our named executive officers were in compliance with the guidelines, with the business leaders included at the Executive Vice President level.guidelines.

              Clawback Provisions, Hedging and Pledging Policies.Recoupment Provisions.    The compensation committeeCompensation Committee adopted a recoupment policy for annual and long-term incentive compensation in the event of certain financial restatements. This policy provides that the compensation committeeCompensation Committee may require the reimbursement or forfeiture of any annual incentive payment and any long-term incentive payment or award to an executive for the three years prior to a material restatement of financial results. This policy applies if that executive engaged in fraud or intentional misconduct that caused the need for a material restatement of results, the payment was based on achieving results that were the subject of the material restatement and a lower or no payment would have been made based upon the restated results.

              In addition, both the granted RSUs have clawbackrecoupment provisions in the event an executive is terminated for cause or it is determined that during the two-year period prior to termination there was an event or circumstance that would have been grounds for termination for cause. In such event, ILG has the right to cancel all annual and performance RSUs that have not yet vested. In addition,Also, to the extent any RSUs vested within two years following the event that was or would have been grounds for termination for cause, ILG may cause such executive to return any shares or pay amounts realized from the settlement of shares issued upon vesting of such RSUs.

Hedging and Pledging and Hedging Prohibition

Policies.    Under our Policy on Securities Trading, our directors, executives and other employees are prohibited from pledging ILG sharesstock or engaging in hedging transactions involving ILG stock or derivatives as well as engaging in short sales involving ILG stock.

Change of Control and Severance

              ILG believes that providing executives with severance and change of control protection is important to allowing executives to fully value the forward-looking elements of their compensation packages, and therefore limit retention risk during uncertain times. ILG's employment arrangements with Mr. Nash, and Ms. Marbert and Mr. Rivera provide for salary continuation for two years and payment of a pro-rated bonus for the year of termination in the event of certain qualifying employment terminations beyond the control of the executive. Prior to March 2017, Mr. Nash's employment agreement also requiresrequired either (1) a decrease of payments upon a change of control if such payments would have exceeded 2.99 times the base amount under Section 280G of the Internal Revenue Code by no more than 110% or (2) a gross-up of payments subject to excise tax if the payments due upon a change of control would have exceeded 2.99 times the base amount by more than 110%. The employment agreements with Mr. Harvey and Mr. BloomWilliams provide for one year, or for Mr. Williams prior to May 12, 2016, 18 months, of salary continuation in the event of a qualifying termination.

        The employment agreement with Mr. Gilbert provides for salary continuation through the end of the term of the agreement in the event of a qualifying termination, provided that a qualifying

termination after the second anniversary of the effective date of the agreement requires payment of continued salary for one year plus a pro rated portion of the annual incentive paid to the executive the prior year. These arrangements are described below in "Executive Compensation—Executive Agreements."

              In addition, the employment agreements, with each of Mr. Nash, Ms. Marbert, Mr. Harvey and Mr. Gilbert provideRivera provided that vesting of RSUs will accelerate upon a qualifying termination if the vest date (determined as if all such RSUs vested in equal annual installments) would have occurred during the period of salary continuation (or for Mr. Gilbert the following 12-month period).continuation. These employment agreements further providepreviously provided that vesting of RSUs willwould accelerate upon a change of control if the vest date (determined as if all such RSUs vested in equal annual installments) would have occurred during the two years following the change of control. The terms and conditions of the RSUs held by our named executive officers provide that the vesting of such RSUs will be accelerated upon a qualifying termination following a change of control.

              Under the amendments to the employment agreements entered into in March 2017, accelerated vesting following a change of control only occurs after a qualifying termination. The amended agreement with Mr. Nash also removes the tax gross up provision. These amendments also

contain revisions to the amounts payable upon a qualifying termination and a qualifying termination following a change of control.

Other Compensation

              During 2015,2016, we provided a limited number of perquisites and other compensation to our named executive officers. These perquisites included group term life insurance policies for each named executive officer, supplemental disability policies and related tax re-imbursement for our chief executive officer and chief operating officer, and an auto allowance for our chief executive officer. The values of these benefits, and the accrued dividend equivalents described above, are reported under the heading "Other Annual Compensation" in this proxy statement pursuant to applicable rules.

              The executive officers do not participate in any deferred compensation or retirement program other than ILG's 401(k) plan. ILG has established a 401(k) plan for our employees that is intended to qualify under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended (the "Code"). and has a separate 401(k) plan that covers the Vistana associates. Generally, all employees, including the named executive officers, are eligible to participate in the applicable 401(k) plan from their start of service, or for the Vistana plan upon completion of 90 days of service. Eligible employees electing to participate in the 401(k) plan may defer from one percent of their compensation up to the statutorily prescribed limit, on a pre-tax basis, by making a contribution to the plan. ILG's discretionary matching contributions equal 50% of each participant's contribution of up to 6% of the participant's salary, not to exceed 3%while the Vistana plan also matches 100% of the first 1% of the participant's compensation for certain businesses which include the named executive officers.salary. Employer matching contributions vest after two years of service.

              Our chief executive officer has on occasion had family members accompany him on business trips onused the private aircraft in which ILG owns a fractional interest for businesspersonal trips. In each case, he reimburses ILG for the greater of the incremental costs of such use or the cost of a commercial first class ticket.use.

              Tax Deductibility.Tax Deductibility.    Our compensation committee'sCompensation Committee's practice generally has been to structure ILG's compensation program in such a manner so that the compensation may be deductible by ILG for federal income tax purposes. However, the compensation committeeCompensation Committee uses discretion and may at times structure compensation that does not meet the IRS rules regarding deductibility.

              Committee Consideration of Results of Stockholder Advisory Vote.    OurVote.    Previously, our stockholders approved holding a say-on-pay vote every three years. At our 2014 annual meeting of stockholders, our executive compensation program received the support of over 89% of shares represented at the meeting. The compensation committeeCompensation Committee has considered the results of this vote and views this outcome as evidence of stockholder support of its executive compensation decisions and policies. Our stockholders will again be asked to provide a non-binding advisory vote on our executive compensation at our 2017this annual meeting of stockholders.stockholders and they are also being asked to approve the frequency of such non-binding advisory votes. The Compensation Committee recommended and our Board of Directors approved a recommendation for the advisory vote on executive compensation to be held annually going forward.

Compensation and Human Resources Committee Report

              The compensation and human resources committeeCompensation Committee reviewed and discussed the compensation discussion and analysis for the year ended December 31, 20152016 with ILG's management. Based on the review and discussions with management, the compensation and human resources committee recommended to the board of directors that the compensation discussion and analysis be included in ILG's annual report on Form 10-K and this proxy statement.

Compensation and Human Resources Committee

Avy H. Stein,Chairman
Victoria L. Freed
Thomas P. Murphy, Jr.
Thomas O. Ryder

              The information set forth in the section entitled "Compensation Committee Report" shall be deemed furnished herein and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

Summary Compensation Table

              The following table sets forth information concerning the total compensation received for services rendered to ILG and its subsidiaries during 2013, 2014, 2015 and 20152016 by our chief executive officer, chief financial officer, and our three other most highly compensated executive officers for 2015,2016, all of whom are referred to in this proxy statement as named executive officers.