UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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Ryman Hospitality Properties, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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March 29, 2018April 8, 2020
Dear Fellow Stockholder:
I am pleased to invite you to attend the 20182020 Annual Meeting of Stockholders of Ryman Hospitality Properties, Inc., which will be held at 10:00 a.m. local time on Thursday,Wednesday, May 3, 201813, 2020 at the Gaylord Opryland Resort and Convention Center in Nashville, Tennessee. The doors will open at 9:30 a.m. local time. Our directors and management team will be available to answer questions.
We describe in detail the proposals to be introduced at the annual meeting in the attached Notice of Annual Meeting, Proxy Statement and proxy card. Our 20172019 Annual Report to Stockholders, which is not a part of our proxy solicitation materials, is also enclosed.
We intend to hold our annual meeting in person. However, we are sensitive to the public health and travel concerns our shareholders may have and recommendations that public health officials may issue in light of the evolving coronavirus(COVID-19) situation. As a result, we may impose additional procedures or limitations on meeting attendees or may decide to hold the meeting in a different location or solely by means of remote communication (i.e., a virtual-only meeting). We will issue a press release announcing any changes to the meeting, and we will also announce any changes on our proxy website, located at (http://ir.rymanhp.com/proxy). We encourage you to read our Annual Report.
We hope you will be ablecheck this website prior to join us. Whether or notthe meeting if you plan to attend,attend.
As always, we encourage you to vote your shares prior to the annual meeting. You can ensure your shares are represented and voted at the meeting by promptly voting and submitting your proxy by telephone, by Internet or by completing, signing, dating and returning the enclosed proxy card. Voting instructions are included on the enclosed proxy card. If you attend the meeting, you may continue to have your shares voted as instructed in the proxy, or you may withdraw your proxy at the meeting and vote your shares in person.
Thank you for your continued interest in Ryman Hospitality Properties, Inc., and we look forward to seeing you at the meeting.
Sincerely,
Colin V. Reed
Chief Executive Officer &
Chairman of the Board of Directors
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Ryman Hospitality Properties, Inc.
Notice of Annual Meeting of Stockholders
May
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Gaylord Opryland Resort & Convention Center 2800 Opryland Drive Nashville, Tennessee 37214
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Record Date The close of business March
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Items of Business
To elect the nineeight (8) nominees identified in this proxy statement for aone-year term as directors;
To approve, on an advisory basis, our executive compensation;
To ratify the appointment by the Audit Committee of Ernst & Young LLP as our independent registered public accounting firm for 2018;2020; and
To conduct any other business if properly raised.
You will find more information on the matters for voting in the proxy statement on the following pages. If you are a stockholder of record, you may vote by mail, by toll-free telephone number, by using the Internet or in person at the meeting.
Your vote is important to us. We strongly encourage you to exercise your right to vote as a stockholder. Please sign, date and return the enclosed proxy card in the envelope provided, or vote by calling the toll-free number or using the Internet — even if you plan to attend the meeting. You may revoke your proxy at any time before the completion of voting for the annual meeting.
You will find instructions on how to vote beginning on page 7. Most stockholders vote by proxy and do not attend the meeting in person. However, you are entitled to attend the meeting if you were a stockholder of record or a beneficial holder as of the close of business on March 16, 2018,25, 2020, or if you are an authorized representative of any such stockholder or beneficial holder.
By Order of the Board of Directors of Ryman Hospitality Properties, Inc.,
Scott J. Lynn, Secretary
Nashville, Tennessee
March 29, 2018April 8, 2020
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders To Be Held on May
On this site, you will be able to access this proxy statement, our
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Proposal 1: Election of the | ||||||||
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Description of Potential Payments on Termination or Change of Control | ||||||||
Summary of Potential Payments on Termination or Change of Control | ||||||||
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December 31, | ||||||||
Submitting Stockholder Proposals and Nominations for | ||||||||
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Appendix A – Reconciliation ofNon-GAAP Financial Measures to GAAP Measures | A-1 |
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This summary highlights information contained elsewhere in this proxy statement. It does not contain all of the information that you should consider, so please read the entire proxy statement before voting. Additionally, for more complete information about our 20172019 financial performance, please see our Annual Report on Form10-K for the fiscal year ended December 31, 2017.2019.
Ryman Hospitality Properties, Inc. Annual Meeting of Stockholders
Time and Date: | 10:00 a.m., local time, May | |
Place: | Gaylord Opryland Resort & Convention Center 2800 Opryland Drive Nashville, Tennessee 37214 | |
Record Date: | March | |
Number of Common Shares Eligible to Vote at the Meeting (and Record Holders) as of the Record Date: | ||
Company Principal Executive Offices: | One Gaylord Drive Nashville, Tennessee 37214 | |
Date of First Mailing of Proxy Statement and Accompanying Materials to Stockholders: |
Matter | Board Recommendation | Page Reference | ||||
Proposal 1: | Election of the | FOR each director nominee | | |||
Proposal 2: | Advisory Vote on Executive Compensation | FOR | ||||
Proposal 3: | Ratification of Independent Registered Public Accounting Firm for | FOR | ||||
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Name
| Age
| Director
| Primary Occupation
| Committee
| Other Public
| Age
| Director
| Primary Occupation
| Committee
| Other Public
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Michael J. Bender | 56 | 2004 | President & CEO, Eyemart Express, LLC | Human Resources (Chair) | - | |||||||||||||||
Rachna Bhasin | 45 | 2016 | Chief Business Officer, Magic Leap, Inc. | Audit | - | 47 | 2016 | Founder/CEO, EQ Partners | Nominating & CG | Shutterstock, Inc. | ||||||||||
Alvin Bowles Jr. | 44 | 2017 | Head of Global Publisher Sales and Operations, Facebook, Inc. | Audit | - | 46 | 2017 | VP, Global Marketing Solutions, Facebook, Inc. | Audit | - | ||||||||||
Ellen Levine | 75 | 2004 | Editorial Consultant, Hearst Magazines | Human Resources; Nominating & CG | - | |||||||||||||||
Fazal Merchant | 46 | 2017 | Co-CEO, Tanium | Audit | - | |||||||||||||||
Patrick Moore | 50 | 2015 | EVP, North America Retail, Carter’s Inc. | Human Resources (Chair); Nominating & CG | The Interpublic Group of Companies |
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Name
| Age
| Director
| Primary
| Committee
| Other Public
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Fazal Merchant | 44 | 2017 | COO & CFO, Tanium | Audit | - | |||||
Patrick Q. Moore | 48 | 2015 | EVP, Strategy & Business Development, Carter’s Inc. | Audit (Chair) | The Interpublic Group of Companies | |||||
Robert S. Prather, Jr. | 73 | 2009 | President & CEO, Heartland Media, LLC | Audit; Human Resources; | Diebold Nixdorf, Inc.; GAMCO Investors, Inc.; Southern Community Newspapers, Inc. | |||||
Colin V. Reed | 70 | 2001 | Chief Executive Officer and Chairman of the Board of Directors, Ryman Hospitality Properties, Inc. | - | First Horizon National Corporation | |||||
Michael I. Roth | 72 | 2004 | Chairman and Chief Executive Officer, The Interpublic Group of Companies | Human Resources; Nominating & CG (Chair); Lead Independent Director | The Interpublic Group of Companies; Pitney Bowes, Inc. (non-executive chairman) |
Name
| Age
| Director
| Primary Occupation
| Committee
| Other Public
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Christine Pantoya | 50 | 2019 | Non-Executive Partner, Delta Partners Group | Audit | - | |||||
Robert Prather, Jr. | 75 | 2009 | President & CEO, Heartland Media, LLC | Audit (Chair); Human Resources | GAMCO Investors, Inc.; Southern Community Newspapers, Inc. | |||||
Colin Reed | 72 | 2001 | Chief Executive Officer and Chairman of the Board of Directors, Ryman Hospitality Properties, Inc. | - | First Horizon National Corporation | |||||
Michael Roth | 74 | 2004 | Chairman and Chief Executive Officer, The Interpublic Group of Companies | Human Resources; Nominating & CG (Chair); Lead Independent Director | The Interpublic Group of Companies; Pitney Bowes, Inc. (non-executive chairman) |
Total Stockholder Return
As shown inThe following table shows the table below, we have delivered significant valuecompany’s total stockholder return, or TSR(1), as compared to our stockholdersthe S&P 500 Index and the FTSE NAREIT Equity REITs Index, over the last one, three and five years, based on total stockholder return, or TSR(1).years.
(1) | TSR is equal to stock price appreciation plus dividends, with dividends reinvested quarterly. For more information with respect to the comparison of our TSR with that of the S&P 500 Index and the FTSE NAREIT Equity REITs Index over the applicable time periods, please see theCompensation Discussion and Analysis on page |
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Financial Highlights
We believe that our results in 20172019 reflect the continued overall strength of our Hospitality business segment, particularly the group meetings sector in which we focus.focus, as well as the strategic investments we have made in our hotel properties over the past several years, including our investment in the Gaylord Rockies joint venture in 2018, our Gaylord Texan rooms and meeting space expansion in 2018 and our Gaylord Opryland SoundWaves water attraction, which fully opened in 2019. In addition, the growth in our Entertainment business segment in 20172019 continued to reflect our strategic focus on expanding this business and the continued popularity of the country music genre and Nashville as a tourist destination.destination, as well as the success of our Ole Red entertainment venues. Our 20172019 financial highlights included:
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| Dividend Growth
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$ Hospitality segment revenue (up
$ Entertainment segment revenue(up | $
$ | $ annual cash dividend in
$ cash dividends (paid for |
We believe that, as a result of our efforts in 2017,2019, we are better able to meet our corporate objectives of increasing funds available for distribution to our stockholders and creating long-term stockholder value. You can find more information about our 20172019 financial and operating performance in theCompensation Discussion and Analysis beginning on page 33.30.
(2) | Same-store Hospitality segment revenue does not include revenues from the Gaylord Rockies, which opened on a limited basis in December 2018 and fully opened during the first quarter of 2019. As a result of our purchase of an additional interest in the Gaylord Rockies joint venture as of December 31, 2018, we began consolidating the joint venture’s financial results in our financial statements beginning January 1, 2019. |
(3) | 2018 consolidated net income included aone-time gain of $131.4 million related to our acquisition of our increased ownership in the Gaylord Rockies joint venture recognized in the fourth quarter of 2018. |
(4) | Consolidated Adjusted EBITDAre, excludingnon-controlling interest is anon-GAAP financial measure. For a definition of Consolidated Adjusted EBITDAre, excludingnon-controlling interest and a reconciliation of thisnon-GAAP financial measure to consolidated net income (the most comparable GAAP financial measure), and an explanation of why we believe Consolidated Adjusted EBITDAre, excludingnon-controlling interest presents useful information to investors, see Appendix A. |
Objectives
In order to achieve our corporate strategic objectives and to attract, retain and motivate a team of qualified, talented and knowledgeable executives who are capable of performing their responsibilities, we design our executive compensation with the intent of providing competitive compensation programs which reward strong performance and limit compensation when our performance objectives are not achieved. We believe that our compensation programs provide a suitable balance between long- and short-term compensation and have an appropriate performance-based and “at risk” component.
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Compensation Program Summary The key elements of the compensation program for our named executive officers, or NEOs, are: |
Compensation Element
| Key Characteristics
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Decisions
| Percentage of Target Total
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Base Salary | • Fixed compensation. • Payable in cash. • Reviewed annually and adjusted when appropriate. | Our CEO received an | • • | |||
Short-Term Cash Incentive Compensation | • Variable compensation. • Payable in cash based on performance against annually established performance objectives. | Annual short-term cash incentives were paid to each NEO at | • 27% of our CEO’s target total compensation. • | |||
Long-Term Equity Incentive Compensation | • Variable compensation. • Performance-based RSUs vesting over a three-year performance period. • Time-based RSUs vesting ratably over four years. | Annual long-term equity incentive compensation to our NEOs was approximately 50% in the form of performance-based RSUs and 50% in the form of time-based | • • | |||
Executive-Level Perquisites | • Fixed compensation. • Participation in broad-based plans at same cost as other employees. • Certain executive-level perquisites not paid generally to our other employees. | Our NEOs received only modest executive-level perquisites. | • Approximately 2% of our CEO’s target total compensation. • Approximately 2% of our other NEOs’ target total compensation (on average). |
(3) | Calculated in the manner described in theCompensation Discussion and Analysis beginning on page |
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Our Compensation Practices
We also are mindful of the risks to our stockholders that may be inherent in our compensation programs, and we attempt to utilize compensation practices that mitigate these risks. Some of these compensation practices are:
What We Do
|
✓ | We Pay for Performance—We tiepay to performance in a manner that we believe advances our stockholders’ interests by paying a significant portion of our NEOs’ total compensation opportunities in the form of variable compensation. In 2019, 56% of our CEO’s total target compensation, and 49% of our other NEOs’ target total compensation (on average) was performance-based. |
✓ | Our Performance-Based RSUs are Tied to TSR—The long-term performance-based awards to our NEOs are in the form of RSUs which vest based on our achievement of TSR compared to the TSR of a designated peer group and other comparable |
✓ | We Hold an Annual Say on Pay Vote—Consistent with the views of our stockholders, initially expressed in 2011 and |
✓ | We Solicit Independent Compensation Advice—Our Human Resources Committee retains Aon, |
✓ | We Require Meaningful Levels of Stock Ownership by Our Executives and Directors—Our stock ownership guidelines require meaningful levels of stock ownership by our executives (including 5x base salary for our CEO) and directors. All NEOs andnon-employee directors are currently in compliance with the guideline applicable to them, after taking into account the applicable grace period for our recently appointed directors. |
✓ | WeHave Implemented Meaningful Stock Retention Guidelines—Any officer or director who does not meet the applicable stock ownership guideline (regardless of any compliance grace period) must hold at least 50% of the net shares received in any stock option exercise or RSU vesting. |
✓ | Relevant Peer Groups—We use representative and relevant peer groups when determining compensation. |
What We Don’t Do
|
O | We |
O | We Don’t Make “Single Trigger” Cash Payments Upon a Change of |
O | We |
O | We Don’t Allow Hedging or Significant Pledging of Company Securities by Officers and Directors—Directors and executive officers are prohibited from engaging in hedging transactions designed to offset decreases in the market value of our securities, and directors and executive officers may not pledge a significant amount of company securities without prior approval. |
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Corporate Governance Highlights
Our Board of Directors has adopted governance policies that we believe are in the best interests of our stockholders, including:
Annual election of all directors.
Non-management director retirement at age 75.policy.
Board refreshment and reduction in average board tenure.
Since 2015 the Board of Directors has added 45 new independent directors, which has reduceddirectors. During 2019 the average tenure of our independent directors fromwas 5 years, as compared to 15 years to 7 yearsin 2015, and which has reduced the average age of our independent directors from 67 to 57 (in each casewas 54 years, as compared to 2015).67 years in 2015.
Majority vote standard in uncontested elections.
Independent, involved and informed Board of Directors.
All directors currently serving as directors, other than our CEO, are independent.
All of our incumbent directors who served on the Board during 2017 attended more than 75% of the meetings of the Board and those committees of which the director was a member during the period in which he or she served as a director, in the aggregate during 2017 (all incumbent directors had an2019. The average independent director attendance percentage with respect to suchat all Board and committee meetings of 94% or higher)in 2019 was 97.9%.
Board orientation for new members and ongoing director education.
Lead Independent Director.
Independent Board committees.
Our three active standing Board committees are comprised solely of independent directors.
Executive sessions of independent directors are held at each regularly scheduled Board meeting.
Annual Board and committee self-evaluations.
Board oversight of risk management.
No stockholder rights plan.
Common stock is the only class of voting securities outstanding.
Ongoing engagement with stockholders.
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About How to Vote Your Shares
Below are instructions on how to vote, as well as information on your voting rights as a stockholder. Some of the instructions vary depending on how your stock is held. It’s important to follow the instructions that apply to your situation.
Q. | Who can vote at the Annual Meeting? | |||
A. | You may vote if you owned shares of our common stock at the close of business on March | |||
Q. |
How do I vote at the Annual Meeting? | |||
A. | Electronically. You may vote using the Internet or by phone.
To use the Internet, go towww.proxyvote.com to transmit your voting instructions up until 11:59 p.m. Eastern time on May
To vote by phone, dial1-800-690-6903 up until 11:59 p.m. Eastern time on May
In Person or by Mail.If you hold the shares in your own name, you may also vote in person at the meeting or by signing and dating each proxy card you receive and returning it in the enclosed prepaid envelope. If you vote by proxy, the proxies identified on the back of the proxy card will vote your shares in accordance with your instructions. If you submit a signed proxy card but do not mark the boxes showing |
| how you wish to vote, the proxies will vote your shares in accordance with the recommendations of the Board. | |||||
Q. | | What is the purpose of the Annual | ||||
A. | | At the Annual Meeting, you and your fellow | ||||
Proposal | Matter | |||||
1 |
Election of the
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2 |
Advisory vote on executive compensation
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3 |
Ratification of independent registered public accounting firm for | |||||
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| You and your fellow stockholders will also be asked to transact any other business that may properly come before the meeting or any adjournment or postponement. | |||||
Q. | | What if my shares are held in “street | ||||
A. |
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If you do not own your shares directly, but |
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Q.
A. |
Which matters to be presented at the
A discretionary item is a proposal that is
The matters presented in Proposal 1
Proposal 3 (Ratification of Independent | |||
Q. |
What shares are included on my proxy card? | |||
A. | Your proxy card represents all shares registered in your name with the transfer agent on the record date, including those shares owned pursuant to our 401(k) plan. | |||
Q. |
How are shares in the Company’s 401(k) Plan voted? | |||
A. |
Participants in our 401(k) plan are entitled to vote the shares held under the plan in their name. To do this, you must sign and return the proxy card you received with this proxy statement no later than May | |||
Q. |
How many shares must be present to hold the Annual Meeting? | |||
A. |
The holders of a majority of the shares of our common stock outstanding on the record date, or | |||
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Q. | ||||
| What if a quorum is not present at the Annual Meeting? | |||
A. | If a quorum is not present at the scheduled time of the meeting, we may adjourn the meeting, either with or without a vote of the stockholders. If we propose to have the stockholders vote whether to adjourn the meeting, the people named in the enclosed proxy will vote all shares of our common stock for which they have voting authority in favor of the adjournment. | |||
We also may adjourn the meeting if for any reason the Board determines that adjournment is necessary or appropriate to enable our stockholders to (i) consider fully information which the Board determines has not been sufficiently or timely available to stockholders or (ii) otherwise effectively exercise their voting rights. An adjournment will have no effect on the business that may be conducted at the meeting. | ||||
Q. |
How does the Board recommend I vote on each of the proposals? | |||
A. |
The Board recommends that you vote as follows on each of the following proposals:
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Proposal | Matter | |||
1 |
FOR election of the
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2 |
FOR approval of the advisory vote on executive compensation
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3 |
FOR ratification of independent registered public accounting firm for | |||
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Q. | How do I change my vote? | |||
A. | You can revoke your proxy at any time before the meeting by: |
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Submitting a later-dated proxy card by mail or transmitting new voting instructions via internet or phone;
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Giving written notice to Scott J. Lynn, our corporate secretary, stating that you are revoking your proxy; or
•
Attending the meeting and voting your shares in person.
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| If you hold your shares in “street name” your revoke your proxy. | |||||
Q. | Who will count the votes? | |||||
A. | | Representatives of Broadridge will count the | ||||
Q. | | What if I send in my proxy card and | ||||
A. |
| If you send in a signed proxy card but do not
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Proposal | Matter | |||||
1 |
FOR election of the
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2 |
FOR approval of the advisory vote on executive compensation
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3 |
FOR ratification of independent registered public accounting firm for | |||||
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Q. |
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How will the proxies vote on any | ||||
A. |
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We are not aware of any other business to | ||||
Q. |
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What are my voting options on | ||||
A. |
| You may:
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• | | Vote FORall of the director | ||||
• | Vote FORspecific director nominees; | |||||
• | Vote AGAINSTall director nominees; | |||||
• | | Vote AGAINSTspecific director | ||||
• | ABSTAIN from voting with respect toall |
2020 NOTICE OF MEETING AND PROXY STATEMENT |
• | |
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| ABSTAIN from voting with respect to | |||||
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A nominee will be elected as a director if the
Under our Corporate Governance |
fails to receive the required majority vote in a director election, the director will tender a resignation for consideration by the Nominating and Corporate Governance Committee and, ultimately, the Board. If the resignation is accepted, the nominee will no longer serve on the Board. If the resignation is rejected, the nominee will continue to serve on the Board. Under our Corporate Governance Guidelines and Bylaws, any new nominee will not be elected to the Board if he or she fails to receive the required majority vote in an election. | ||||||
Q. |
| What are my voting options on the other proposals?
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A. |
| When voting on either Proposal 2 (Advisory Compensation) or Proposal 3 (Ratification of Independent Registered Public Accounting Firm)
• Vote FOR the proposal; • Vote AGAINST the proposal; or • ABSTAIN from voting.
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| If you abstain from voting on Proposal 2 or Proposal 3, be counted as present in person or represented by proxy |
and entitled to vote on such proposal, and thus the abstention will have the same effect as a vote AGAINST such proposal. | ||||||
Q. | Is my vote confidential? | |||||
A. | | Yes. All proxy cards and vote tabulations | ||||
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Q. | How many votes are required to approve each proposal?
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A. | The following votes will be required to approve each proposal:
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Proposal | Vote Required | |||||||
1 (Election of the |
Votes cast “FOR” must exceed votes cast “AGAINST” any nominee(abstentions and brokernon-votes will not be counted as votes cast for or against)
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| 2 (Advisory vote |
| Majorityof shares entitled to vote and present in person or by proxy | |||||
| 3 (Ratification of |
| Majorityof shares entitled to vote and present in person or by proxy | |||||
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Proposal 1 (Election of the NineEight (8) Nominees for Director Identified in this Proxy Statement)
The information below about the business background of each nominee for director has been provided by each nominee. All nominees are currently directors. In case any nominee is not available to serve as a director, the person or persons voting the proxies may vote your shares for such other person or persons designated by the Board if you have submitted a proxy card.
The Board may also choose to reduce the number of directors to be elected at the meeting. Each of the nominees shall be elected to serve as a director until the annual meeting of stockholders in 20192021 or until his or her respective successor is otherwise duly elected and qualified, or until his or her earlier resignation or removal. The names of the nominees for director, along with their present positions, their principal occupations, current directorships held with other public companies, as well as directorships with other public companies during the past five years, their ages and the year first elected as a director, are set forth below. Individual qualifications, experiences and skills that contribute to the Board’s effectiveness as a whole, as determined by the Nominating and Corporate Governance Committee, are also described below.
Incumbent Directors Standing forRe-Election
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Rachna Bhasin
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Founder/CEO, EQ Partners, a private consulting firm, since January 2019. From October 2015 to January 2019, Ms. Bhasin served as Chief Business Officer of Magic Leap, Inc., a digital technology | Qualifications:Ms. Bhasin’s experience in the technology
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Current Directorships:
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Former Directorships:None
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Age:
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Director since:2016
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Alvin Bowles Jr.
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Vice-President, Global Marketing Solutions, Facebook, Inc., a technology company, since January 2020; Head of Global Publisher Sales and Operations, Facebook, | Qualifications:Mr. Bowles brings operating experience in large, complex organizations as a result of his service as a senior executive of public and private companies, including those with a focus on digital media and technology.
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Current Directorships:None
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Former Directorships:None
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Age:
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Director since: |
2020 NOTICE OF MEETING AND PROXY STATEMENT |
Fazal Merchant
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Qualifications:Mr. Merchant brings operating and financial experience in large, complex organizations as a result of his service as a senior executive in public and private companies.
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Current Directorships:None
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Former Directorships:None
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Age:
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Director since:2017 |
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Patrick
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EVP, | Qualifications:Mr. Moore’s previous experience at a digital media company and at a management consulting firm provide him with a unique perspective on the challenges and opportunities faced by our Entertainment business segment. Mr. Moore also has considerable expertise in the hospitality industry as a result of his service as a management consultant.
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Current Directorships:
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Former Directorships:None
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Age:
Director since:2015 |
Christine Pantoya | ||
Non-Executive Partner, Delta Partners Group, an investment and advisory firm, since June 2019. Ms. Pantoya has served as a senior advisor to multiple early-stage companies (including Stay Tuned Digital, Boom Fantasy, FanControlled Football League and Rivals Media) since January 2019. From January 2015 to October 2018, Ms. Pantoya served as SVP & Head of Mobile &Direct-to-Consumer for the National Basketball Association, a professional sports league. From April 2012 to January 2015, Ms. Pantoya served as VP of Corporate Development and Strategy for telecommunications company Verizon Communications. From June 2008 to April 2012, Ms. Pantoya served as Regional Vice President, Sales and Marketing, for telecommunications company Cox Communications. Prior to such time, Ms. Pantoya served in a variety of roles for telecommunications companies Enhanced Wireless, Clearwire, and Sprint Nextel. | Qualifications:Ms. Pantoya’s experiences as an executive for the National Basketball Association and for telecommunications companies provides experience in the media and entertainment industries. | |
Current Directorships:None | ||
Former Directorships:None | ||
Age: 50 | ||
Director since:2019 | ||
2020 NOTICE OF MEETING AND PROXY STATEMENT |
Robert
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President and Chief Executive Officer, Heartland Media, LLC, a television broadcasting company, since June 2013; President and Chief Operating Officer, Gray Television, Inc., a television broadcasting company, September 2002 to June 2013; Executive Vice President, Gray Television, Inc., 1996 to September 2002; Chief Executive Officer, Bull Run Corporation (now Southern Community Newspapers, Inc.), a media and publishing company, 1992 to December 2005. For more information about the Board’s decision to grant aone-year waiver of ournon-management director retirement policy with respect to Mr. Prather, see page 21. | Qualifications:Mr. Prather’s history as a chief executive officer of media
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Current Directorships:
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Former Directorships:Diebold Nixdorf, Inc.; Gray Television, Inc.
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Age:
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Director since:2009
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Colin
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Chairman of our Board since May 2005; our Chief Executive Officer since April 2001; our President from November 2012 to March 2015 and from April 2001 to November 2008; Member, three-executive Office of the President, Harrah’s Entertainment, Inc., a gaming company, May 1999 to April 2001; Chief Financial Officer, Harrah’s Entertainment, Inc., April 1997 to April 2001. Mr. Reed served in a variety of other management positions with Harrah’s Entertainment, Inc. and its predecessor, hotel operator Holiday Corp., from 1977 to April 1997. | Qualifications:Mr. Reed’sday-to-day leadership as Chairman of our Board and CEO, as well as his many years of experience in the hospitality industry, provides him with deep knowledge of our operations and gives him unique insights into
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Current Directorships:First Horizon National Corporation
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Former Directorships:None
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Age:
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Director since:2001
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Michael
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Chairman (since July 2004) and Chief Executive Officer (since January 2005), The Interpublic Group of Companies, a global marketing services company; Chairman of the Board and Chief Executive Officer, The MONY Group Inc. (and its predecessor entities), a financial services company, 1997 to 2004. Mr. Roth also serves as our Lead Independent Director, and Mr. Roth regularly devotes additional time and effort to perform the duties associated with this role, as described on page 17 below. As further described underCompany Information—Director Commitments on page 22 below, the Board believes that Mr. Roth’s service with other publicly traded companies does not negatively impact his service on our Board. | Qualifications:As chairman and chief executive officer of one of the world’s largest publicly-traded marketing service companies, Mr. Roth brings a variety of experience and expertise to the Board, including in the areas of capital markets and corporate governance.
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Current Directorships:The Interpublic Group of Companies; Pitney Bowes, Inc.
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Former Directorships:None
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Age:
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Director since:2004
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Board Meetings in 20172019 and Director Attendance
In 20172019 the Board met four6 times. All directors who served on the Board during 2017 (except Michael D. Rose, who did not stand for re-election at our 2017 Annual Meeting) attended at least 75% of the total number of meetings of the Board and those committees of which the director was a member during the period in which he or she served as a director in the aggregate during 2017.2019.
Company Voting Recommendation
The Board unanimously recommends that our stockholders vote FOR each of our nominees.
Our Corporate Governance Guidelines and Bylaws provide for a majority voting standard in uncontested director elections. A director nominee will be elected to the Board only if the number of votes cast “FOR” such nominee’s election exceeds the number of votes cast “AGAINST” such nominee’s election (with abstentions and brokernon-votes not counted as votes cast either for or against such election). If an incumbent nominee for director fails to receive the required majority vote in a director election, he or she will tender his or her resignation as a director for consideration by the Nominating and Corporate Governance Committee and, ultimately, the Board.
In the event any incumbent nominee for director does not receive the requisite majority vote, our Corporate Governance Guidelines and Bylaws provide that our Nominating and Corporate Governance Committee will evaluate the circumstances of the failed election and will make a recommendation regarding how to act upon the tendered resignation to the full Board, in light of the best interests of the company and its stockholders. The full Board will then act upon the resignation, taking into account the recommendation of the Nominating and Corporate Governance Committee, and will publicly disclose its decision regarding the tendered resignation and its rationale within 90 days of the certification of the election results. If the Board accepts the resignation, the nominee will no longer serve on the Board. If the Board rejects the resignation, the nominee will continue to serve until his or her successor has been duly elected and qualified or until his or her earlier disqualification, death, resignation or removal.
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Proposal 2 (Advisory Vote on Executive Compensation)
We are asking stockholders to cast an advisory(non-binding) vote on our executive compensation for our named executive officers, or NEOs. Please read theCompensation Discussion and Analysisbeginning on page 3330 and the related compensation tables and narrative discussion appearing on pages 4847 through 55,54, which provide more information on the compensation paid to our NEOs for 2017.2019.
Our executive compensation programs are designed to attract, retain and motivate qualified, knowledgeable and talented executives who are capable of performing their responsibilities. We believe that the leadership and performance of our executives contributed significantly to our strong operating and financial results in 2017,2019, which included:
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• | Our consolidated net income |
• | Our AFFO available to common stockholders(3) increased 18.2% from 2018 to $356.6 million; and |
• | Our Adjusted EBITDAre, excludingnon-controlling interest(3) increased 23.3% from 2018 to $479.4 million. |
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Company Voting Recommendation
For the reasons discussed above and in theCompensation Discussion and Analysis beginning on page 33,30, we are asking our stockholders to vote “FOR” the following resolution at the Annual Meeting:
“RESOLVED, that the company’s stockholders approve, on an advisory basis, the compensation paid to the company’s named executive officers as disclosed pursuant to Item 402 of RegulationS-K, including theCompensation Discussion and Analysis, compensation tables and narrative discussion, in this proxy statement.”
Approval of this proposal requires the affirmative vote of a majority of the shares represented in person or by proxy and entitled to vote on this matter. If you abstain from voting on this matter, your abstention will have the same effect as a vote against the proposal. Brokernon-votes will not impact the outcome of this matter. While this vote is advisory and therefore not binding on us, our Board and our Human Resources Committee value the opinions of our stockholders and will take into consideration the outcome of this vote when making future decisions regarding our executive compensation programs.
The Board unanimously recommends that the stockholders vote FOR the approval of the advisory resolution relating to the compensation of our NEOs as disclosed in this proxy statement.
(1) | Same-store Hospitality segment revenue does not include revenues from the Gaylord Rockies, which opened on a limited basis in December 2018 and fully opened during the first quarter of 2019. As a result of our purchase of an additional interest in the Gaylord Rockies joint venture as of December 31, 2018, we began consolidating the joint venture’s financial results in our financial statements beginning January 1, 2019. |
(2) | 2018 consolidated net income included aone-time gain of $131.4 million related to our acquisition of our increased ownership in the Gaylord Rockies joint venture recognized in the fourth quarter of 2018. |
(3) | AFFO available to common stockholders and |
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Proposal 3 (Ratification of Independent Registered Public Accounting Firm for 2018)2020)
Proposal 3 asks that our stockholders vote to ratify the Audit Committee’s appointment of Ernst & Young LLP as the independent registered public accounting firm to audit our financial statements and internal control over financial reporting for the 20182020 fiscal year. You can find more information about our relationship with Ernst & Young LLP on page 6665 of this proxy statement.
Proposal 3 asks that our stockholders vote to ratify the Audit Committee’s appointment of Ernst & Young LLP as the independent registered public accounting firm to audit our financial statements for the 20182020 fiscal year. In the event the stockholders fail to ratify the appointment, the Audit Committee will reconsider this appointment. The Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any
time during the year if the Audit Committee determines that such a change would be in our and our stockholders’ best interests.
Ernst & Young LLP has served as our independent registered public accounting firm since 2002. Representatives of Ernst & Young LLP will be present at the meeting. They will be available to respond to your questions and may make a statement if they desire.
Company Voting Recommendation
Approval of this proposal requires the affirmative vote of a majority of the shares represented in person or by proxy and entitled to vote on the matter. If you abstain from voting on the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm, your abstention will have the same effect as a vote against the proposal.
The Board and the Audit Committee unanimously recommend that the stockholders vote FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2018.2020.
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Proposal 4 (Stockholder Proposal Requesting a Spin-off of our Entertainment Business)
The Company received from GAMCO Asset Management Inc. (“GAMCO”) the following stockholder proposal (the “GAMCO Proposal”) for action at the Annual Meeting. GAMCO is located at One Corporate Center, Rye, New York, 10580, and GAMCO and its various affiliated entities collectively own 5,308,623 shares (10.4%) of our outstanding common stock as of March 16, 2018, as described in more detail inStock Ownership on page 31 below.
The following text of the GAMCO Proposal and supporting statement appears exactly as received by the Company. All statements contained in the GAMCO Proposal are the sole responsibility of GAMCO:
STOCKHOLDER PROPOSAL
RESOLVED:that the stockholders of Ryman Hospitality Properties, Inc. (the “Company” or “Ryman”) request that the Board of Directors and management effectuate a tax-deferred spin-off of the Company’s Entertainment business into a separate publicly-traded C-corporation.
SUPPORTING STATEMENT
Ryman addressed the potential spin-off of the Entertainment segment from the Real Estate Investment Trust during the Company’s second quarter 2016 earnings call:
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GAMCO believes that the spin-off will allow each company to pursue its own objectives and realize its own valuation in the marketplace.
WE URGE ALL STOCKHOLDERS TO VOTE “FOR” THIS PROPOSAL.
Company Response to Stockholder Proposal
The Board and management regularly evaluate the strategic direction and structure of the company and its businesses, including the Entertainment business segment. In connection with this evaluation, the Board and management consider a wide range of options to deliver value for our stockholders. In this regard, the company has evaluated and publicly discussed the possibility that the company’s Entertainment business segment would be spun off into a separate public company at some point in time. However, there are various considerations that would be taken into account by the Board in relation to considering whether a spin-off is in the best interests of the company at any point in time, including various initiatives and projects that the company is pursuing or considering, market conditions, the scale of any spun-off public company, and legal and timing considerations. In this regard, the Board would pursue the separation of the Entertainment business segment from the company if the Board believed such course of action would be in the best interests of the company and its stockholders.
We remain committed to a strategy that positions us to deliver long-term value to our stockholders, including creating value for our stockholders with the assets of the Entertainment business segment.
We believe that our commitment to growing our Entertainment business segment can be demonstrated by the fact that, for the last four fiscal years, the segment has experienced double-digit revenue, operating income and Adjusted EBITDA growth. While this growth has primarily been through increased attendance at and reinvestment in our existing entertainment venues (including the Grand Ole Opry and the Ryman Auditorium), we are committed to expanding the Entertainment business segment, including through the development of the following new entertainment venue concepts:
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In addition to these expansions of the Entertainment business segment, we continue to evaluate additional strategic growth opportunities within the Entertainment business segment, as well as in the Hospitality business segment.
Based on the company’s stock performance and other metrics, the Board and management have a proven track record of executing on the company’s strategic initiatives and delivering stockholder value to investors. Moreover, the Board and management have exhibited a willingness and ability to enter into transformative transactions when deemed appropriate, as evidenced by the decision to convert to a REIT and contract with Marriott for the operation of the company’s hotels in 2012.
The directors of the company have a fiduciary duty to act in the best interests of the company and its stockholders, including with respect to any decision as to whether and when it might be advisable to effect a spin-off of the company’s Entertainment business segment into a separate public company. However, the Board values the opinions of the company’s stockholders and recognizes that the company’s stockholders may have differing perspectives on the merits of the stockholder proposal. As such, the Board desires to use this stockholder proposal as an opportunity for stockholders to express their views on this subject without being influenced by any recommendation that the Board might otherwise make.
We believe this proposal by GAMCO was made with the sincere belief that it would benefit the company and its stockholders, and we invite and welcome continued input from, and engagement with, our stockholders. The Board will take the results of the vote into consideration, together with any other input from stockholders and other relevant factors, including the Board’s fiduciary obligations to act in the best interests of the company and its stockholders, in making any decision regarding whether and when a spin-off of the company’s Entertainment business segment is in the best interests of the company and its stockholders.
Company Voting Recommendation
Approval of this proposal requires the affirmative vote of a majority of the shares represented in person or by proxy and entitled to vote on the matter. If you abstain from voting on this matter, your abstention will have the same effect as a vote against the proposal.
The Board makes no recommendation with respect to voting on this proposal.
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Our business is managed under the direction of our Board of Directors. The Board delegates the conduct of the business to our senior management team. The Board held four6 meetings during 2017.2019. All directors who served on the Board during 2017 attended at least 75% of the total number of meetings of the Board and those committees of which the director was a member during the period in which he or she served as a director in the aggregate during 2017 (except Mr. Rose, who did not stand for re-election at our 2017 Annual Meeting).2019.
We have adopted Corporate Governance Guidelines governing the conduct of our Board. The charters of our Audit Committee, Human Resources Committee and Nominating and Corporate Governance Committee, as well as our Corporate Governance Guidelines, are all posted on our web site atwww.rymanhp.com(under “Corporate Governance” on the Investor Relations page).
We have also adopted a Code of Business Conduct and Ethics which is applicable to all employees, officers and directors, including the principal executive officer, the principal financial officer and the principal accounting officer. The Code of Business Conduct and Ethics is available on our web site atwww.rymanhp.com (under(under “Corporate Governance” on the Investor Relations page). We intend to post amendments to or waivers from our Code of Business Conduct and Ethics (to the extent applicable to our directors, principal executive officer, principal financial officer or principal accounting officer) at this location on our website.
We will provide a copy of our Corporate Governance Guidelines, our committee charters or our Code of Business Conduct and Ethics (and any amendments or waivers) to any stockholder or other person upon receipt of a written request addressed to:
Ryman Hospitality Properties, Inc.
Attn: Corporate Secretary
One Gaylord Drive
Nashville, Tennessee 37214
Board Leadership Structure
The Board believes that Mr. Reed’s service as both Chairman of the Board and CEO is in the best interests
of the company and its stockholders.
Mr. Reed possesses a detailed knowledge of our industry as well as an understanding of both the opportunities and challenges we face. The Board thus believes that Mr. Reed is best positioned to develop agendas that ensure that the Board’s time and attention are focused on the most important matters facing the company. The Board also believes that Mr. Reed’s combined role ensures clear accountability, enhances our ability to articulate our strategy and message to our employees, stockholders and business partners and enables decisive overall leadership.
The Board has determined that it is also important to have an independent Lead Director who will play an active role and oversee many of the functions that an independent chair would otherwise perform. The Board has adopted a description of the duties of the Lead Director, which is posted on our website atwww.rymanhp.com (under “Corporate Governance” on the Investor Relations page). Pursuant to this description, the Chairman of the Nominating and Corporate Governance Committee serves as the company’s Lead Director, and that individual is currently Michael Roth.
Some of the primary functions of our Lead Director are:
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Each of the directors other than Mr. Reed is independent, and the Board believes that the independent directors coupled with the Lead Director provide effective oversight of management. Ournon-management directors meet regularly in scheduled executive sessions, and the Lead Director presides at these executive sessions. Following an executive session of ournon-management directors, the Lead Director acts as a liaison between thenon-management directors and the Chairman regarding any specific feedback or issues, provides the Chairman with input regarding agenda items for Board and committee meetings, and coordinates with the Chairman regarding information to be provided to ournon-management directors in performing their duties. The Board believes that this approach appropriately and effectively complements the combined CEO/Chairman structure.
Although we believe that the combination of the Chairman and CEO roles is appropriate in the current circumstances, the Board retains the authority to modify our current combined CEO/Chairman structure to best address our circumstances, if and when appropriate.
Board Attendance at Annual Meeting
We strongly encourage each member of the Board to attend the Annual Meeting of Stockholders. All of our directors then serving as directors attended the 20172019 Annual Meeting of Stockholders.
Independence of Directors
Pursuant to our Corporate Governance Guidelines, the Board undertook its annual review of director independence in February 2018.2020. Our Board determines the independence of its members through a broad consideration of all relevant facts and circumstances, including an assessment of the materiality of any relationship between the company and a director. In making this assessment, the Board looks not only at relationships from the director’s standpoint, but also from the standpoint of persons or organizations with which the director has an affiliation. In making its determination, the Board adheres to the requirements of, and applies both the objective and subjective standards set forth by, the NYSE (as set forth in Section 303A.02 of the NYSE listed company manual), as well as the requirements and standards of the SEC and other applicable laws and regulations.
During this review, the Board considered whether there are or have been any transactions and
relationships between each director, or any member of his or her immediate family, and the company and its subsidiaries and affiliates. The Board also examined whether there are or have been any transactions and relationships between the incumbent directors, or their affiliates, and members of the company’s senior management or their affiliates. The purpose of this review was to determine whether any of these relationships or transactions were inconsistent with a determination that the director is independent. The Board concluded that no such transactions existed during the relevant period. As a result of this review, the Board affirmatively determined that, with the exception of Colin Reed, all of our incumbent directors are independent of the company and its management.
The Board maintains three3 standing committees, an Audit Committee, Human Resources Committee and Nominating and Corporate Governance Committee, to facilitate and assist the Board in the execution of its responsibilities.
Audit Committee
The current members of the Audit Committee are Patrick Moore (Chair)Robert Prather (Chair and Financial Expert), Rachna Bhasin, Alvin Bowles, Fazal Merchant (Financial Expert) and Robert Prather (Financial Expert).Christine Pantoya.
The committee is a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The committee is responsible for, among other things:
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The Board has determined that all the members of the committee are financially literate pursuant to the NYSE rules. The Board also has determined that Mr. Merchant and Mr. Prather are “audit committee financial experts” within the meaning stipulated by the SEC.
In 2017,2019, the committee met seven7 times.
Human Resources Committee
The current members of the Human Resources Committee are Michael BenderPatrick Moore (Chair), Ellen Levine, Robert Prather and Michael Roth.
The committee is responsible for, among other items:
The committee has also delegated to the CEO the authority to make limited equity grants to new members of our management team to allow such grants to be made in a timely manner, as the committee generally only meets on a quarterly basis. Equity grants under this delegation of authority
may only be made as initial equity grants to newly hired executives (other than officers subject to Section 16 of the Securities Exchange Act of 1934) and on the same terms and conditions as were
applied by the committee in its most recent prior equity grants. In addition, equity grants under this delegation of authority to any one executive are limited to 6,250 RSUs and must be ratified by the committee.
The committee has engaged Aon Hewitt as its compensation consultant since 2013. The committee has determined that no conflict of interest exists between Aon Hewitt and the company (including the company’s Board members and company management) pursuant to Item 407(e)(3)(iv) of SEC RegulationS-K. In 2017 2019 neither Aon Hewitt nor any affiliate of Aon Hewitt provided any services to the company or its affiliates apart from its engagement by the committee described above.
Aon Hewitt assisted the committee in determining if its strategies and plans were advisable based on our current financial position and strategic goals, as well as developments in corporate governance and compensation design. At the committee’s request, Aon Hewitt also performed several analyses, including updates to the executive salary structure and modeling of executive compensation levels at different levels of company performance, to assist the committee in its review.
For additional information regarding the committee’s processes and procedures for considering and determining executive compensation, including the role of executive officers in determining the amount or form of executive compensation, seeCompensation Discussion and Analysis below.
In 2017,2019, the committee met four4 times.
Compensation Committee Interlocks and Insider Participation
The Human Resources Committee (which functions as our compensation committee) is comprised entirely of independent directors. In addition, there are no relationships among our executive officers, members of the committee or entities whose executives serve on the Board or the committee that require disclosure under applicable regulations of the SEC.
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Nominating and Corporate Governance Committee
The current members of the Nominating and Corporate Governance Committee are Michael Roth (Chair), Ellen LevineRachna Bhasin and Robert Prather.Patrick Moore.
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The committee is responsible for, among other things:
In 2017,2019, the committee met four4 times.
A formal Board evaluation covering Board operations and performance, with a written evaluation from each Board member, is conducted annually by the committee to enhance Board effectiveness. Recommended changes are considered by the full Board. In addition, each Board committee conducts an annual self-evaluation.
The committee annually reviews with the Board the company’s “Statement of Expectations of Directors.” This review includes an assessment of independence, diversity, age, skills, experience and industry backgrounds in the context of the needs of the Board and the company, as well as the ability of current and prospective directors to devote sufficient time to performing their duties in an effective manner. Directors are expected to actively participate in Board discussions and exemplify the highest standards of personal and professional integrity. In particular, the committee seeks directors with established strong professional reputations and expertise in areas relevant to the strategy and operations of our businesses.
While our Corporate Governance Guidelines do not prescribe specific diversity criteria for selection of
directors, as a matter of practice, the committee considers diversity in the context of the Board as a whole and takes into account diversity, including the personal characteristics (such as gender, ethnicity or age) and experience (such as industry, professional or public service) of current and prospective directors,
when selecting new directors to facilitate Board deliberations that reflect a broad range of viewpoints. The committee’s charter gives it responsibility to develop and recommend criteria for the selection of new directors to the Board, including but not limited to diversity, age, skills, experience, time availability and such other criteria as the committee shall determine to be relevant at the time.
The committee also considers the impact of any changes in the employment of existing directors. In this regard, if a director changes employment, the director is required to submit a letter of resignation to the committee. The committee then reviews the director’s change of employment and determines whether the director’s continued service on the Board would be advisable as a result of such change. After completing this evaluation, the committee makes a recommendation to the full Board as to whether to accept the director’s resignation, and the Board makes a final determination of whether to accept the director’s resignation.
The committee considers candidates for Board membership recommended by its members and other Board members, as well as by management and stockholders. From time the time the committee may also engage a third party search firm to identify prospective Board members. The committee will only consider stockholder nominees for Board membership submitted in accordance with the procedures set forth inSubmitting Stockholder Proposals and Nominations for 20192021 Annual Meetingbeginning on page 68.67.
Once the committee has identified a prospective nominee, the committee makes an initial determination as to whether to conduct a full evaluation of the candidate. This initial determination is based on whatever information is provided to the committee with the recommendation of the prospective candidate, as well as the committee’s own knowledge of the prospective candidate, which may be supplemented by inquiries to the person making the recommendation or others. The preliminary determination is based primarily on the need for additional Board members to fill vacancies or
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expand the size of the Board and the likelihood that the prospective nominee can satisfy the evaluation factors described below. If the committee determines, in consultation with the Chairman of the Board and other Board members as appropriate, that additional consideration is warranted, it may request additional information about the prospective nominee’s
2020 NOTICE OF MEETING AND PROXY STATEMENT |
background and experience. The committee then evaluates the prospective nominee against the following standards and qualifications:
The committee also considers such other relevant factors as it deems appropriate, including the current composition of the Board and the evaluations of other prospective nominees. In connection with this evaluation, the committee determines whether to interview the prospective nominee, and if warranted, one or more members of the committee, and others as appropriate, will interview the prospective nominee in person or by telephone. After completing this evaluation and interview, the committee makes a recommendation to the full Board as to whether this prospective nominee and any other prospective nominees should be nominated by the Board, and the Board determines the nominees after considering the recommendation and report of the committee.
Mr. Merchant was initially identified to the committee by a third party search firm, along with other potential candidates. The committee then interviewed Mr. Merchant and other candidates, reviewed the qualifications, expertise and experience of such candidates, and ultimately recommended to the full Board that Mr. Merchant become a nominee for director.
New directors participate in an orientation program that includes discussions with senior management,
their review of background materials on our strategic plan, organization and financial statements and visits to our facilities. We encourage each director to participate in continuing educational programs that are important to maintaining a director’s level of expertise to perform his or her responsibilities as a Board member.
Majority Voting Standard for Director Elections
Our Corporate Governance Guidelines and Bylaws provide for a majority voting standard in uncontested director elections. Under these provisions, any director nominee in an uncontested election will be
elected to the Board if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election at any meeting for the election of directors at which a quorum is present (with abstentions and brokernon-votes not counted as votes cast either for or against such election). In addition, under our Corporate Governance Guidelines, each director agrees, by serving as a director or by accepting nomination for election as a director, that if while serving as a director he or she fails to receive the required majority vote in a director election, he or she will tender his or her resignation as a director for consideration by the Nominating and Corporate Governance Committee and, ultimately, the Board, as described below.
In the event any incumbent director nominee does not receive the requisite majority vote, our Corporate Governance Guidelines provide that our Nominating and Corporate Governance Committee will evaluate the circumstances of the failed election and will make a recommendation regarding the director’s resignation to the full Board and will evaluate the resignation in light of the best interests of the company and its stockholders in determining whether to recommend accepting or rejecting the tendered resignation, or whether other action should be taken. Thereafter, the Board will act upon the resignation, taking into account the recommendation of the Nominating and Corporate Governance Committee, and will publicly disclose (by a press release, a filing with the SEC or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within 90 days of the certification of the election results. In such event, if the Board accepts the resignation, the nominee will no longer serve on the Board, and if the Board rejects the
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resignation, the nominee will continue to serve until his or her successor has been duly elected and qualified or until his or her earlier disqualification, death, resignation or removal.
Our Corporate Governance Guidelines include anon-management director retirement policy, which requires anynon-management director who reaches the age of 75 to either (at the option of the director): (1) retire effective as of the date of the annual meeting of stockholders next following the director’s 75th birthday; or (2) not stand forre-election at the next annual meeting of stockholders.
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The Board’s Corporate Governance Committee considered, at its February 20182020 meeting, whether to recommend to the full Board a waiver of the mandatory retirement policy for a period of one year with respect to Ms. Levine,Mr. Prather, who has met the mandatory retirement age. The Board and the Corporate Governance Committee believe that it is important to exercise judgment when implementing this policy to avoid eliminatinglosing the services of otherwise qualified and engaged Board members. In addition, the Board and the Corporate Governance Committee believe that the mandatory retirement policy should be applied in connection with an analysis of the overall composition and tenure of the Board to ensure that the Board maintains an appropriate balance of experience, skills and independence.
With respect to whether the mandatory retirement policy should be waived for Ms. LevineMr. Prather for a period of one year, the Corporate Governance Committee considered numerous factors, including the following:
Based on the foregoing factors, upon the recommendation of the Corporate Governance Committee, the Board, at its February 20182020 meeting, concluded that, due to Ms. Levine’sMr. Prather’s experience, skill
set and record of active engagement as a Board member, herhis service on the Board has been particularly valuable to the company and its stockholders and will be difficult to replace.
Accordingly, the Board concluded aone-year waiver of the mandatory retirement age policy for Ms. LevineMr. Prather would be in the best interests of the company and its stockholders. As a result, the Board approved the Corporate Governance Committee’s recommendation of Ms. LevineMr. Prather as a director nominee at the 20182020 Annual Meeting.
The Board believes that all members of the Board should devote sufficient time and attention to their duties and to otherwise fulfill the responsibilities required of directors. In assessing whether directors and director nominees have sufficient time and attention to devote to board duties, the Nominating and Corporate Governance Committee and the Board consider whether directors serve on an excessive number of public company boards, a situation frequently referred to as “overboarding.”
Our Board believes that each of our directors has demonstrated the ability to devote sufficient time and attention to board duties and to otherwise fulfill the responsibilities required of directors. However, we understand that certain of our stockholders, and certain proxy advisory firms, may deem Michael Roth overboarded under their policies based on the number of public company boards on which he serves. In addition to serving as the Lead Independent Director of the Board, Mr. Roth serves as chief executive officer and chairman of The Interpublic Group of Companies and asnon-executive chairman of Pitney Bowes, Inc. After careful consideration, the Board believes that Mr. Roth has dedicated, and will continue to dedicate, sufficient time to carry out his duties as a member of the Board and as Lead Independent Director effectively and believes that his service with other publicly traded companies does not, and will not, negatively impact his service on our Board for the following reasons:
Mr. Roth has served on our board for 16 years and has assured our Board that he is fully committed to continuing to dedicate the appropriate time to fulfill his duties as a member of the Board, as Lead Independent Director, chair
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of the Nominating and Corporate Governance Committee and member of the Human Resources Committee. |
The Dodd-Frank Act requires that we disclose the ratio of CEO pay in 2019 to the median employee pay of all our employees, other than the CEO, in 2017, calculated in accordance with Item 402(u) of SEC RegulationS-K. In making this calculation, we first identified the company’s median employee by examining the 20172019 total cash compensation for all individuals, excluding our CEO, who were employed by us on December 31, 2017,2019, the last day of our payroll year. We included all employees, whether employed on a full-time, part-time or seasonal basis (for purposes of this calculation, a total of 8771,132 employees). We did not make any assumptions, adjustments or estimates with respect to total cash compensation, except that we annualized the compensation for any individualall full- and part-time employees who waswere not employed by us for all of 2017 (excluding employees in temporary or seasonal positions).2019. We selected total cash compensation for all employees as our compensation measure because we do not widely distribute annual equity awards to employees. We then identified the company’s median employee based on total cash compensation, and we determined that such median employee served as a
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part-time employee withinserver in our Entertainment business segment and averaged an approximately nine-hour23-hour work week during 2017.2019.
As required by SEC rules, for purposes of calculating the pay ratio, pay for the median employee and for our CEO were determined using the methodology set forth in our2019 Summary CompensationTable on page 47 below. Using this methodology, we determined that a reasonable estimate of the 2019 total compensation of our median employee was $22,693 and that the total compensation of our CEO was $6,181,359.
In addition to the pay ratio disclosure required by the Dodd-Frank Act, we believe that it is also important to take into consideration:
As a result, we believe that it is appropriate to also provide two additional supplemental calculations that reflect the pay ratio of the total compensation of our CEO to (1) the total compensation of the median of all full-time employees, and (2) the total compensation of the median of the full-time employees of our REIT entity (comprising our Hospitality business segment).
Accordingly, we determined that the following were reasonable estimates of the pay ratio required to be disclosed by Item 402(a) of SEC RegulationS-K, as well as the supplemental pay ratios described above:
Dodd-Frank Act Pay Ratio Information | ||||
CEO to Median Employee Pay Ratio (Calculated in Accordance with Item 402(u) of SEC RegulationS-K) | ||||
Supplemental Pay Ratio Information | ||||
CEO to Median Employee Pay Ratio(Full-Time Employees Only) | ||||
CEO to Median Employee Pay Ratio(Full-Time REIT Employees Only) |
(1) |
The supplemental ratios listed above were calculated based on the total compensation paid to our CEO and to the median employees identified above using the |
2020 NOTICE OF MEETING AND PROXY STATEMENT |
methodology set forth in our |
For purposes of calculating this supplemental pay ratio, only full-time employees of the company as of December 31, |
For purposes of calculating this supplemental pay ratio, only full-time employees employed by our REIT entity (comprising our Hospitality business segment) as of December 31, |
In designing our CEO’s compensation in 2017,2019, our Human Resources Committee was mindful of the need to provide a market-competitive compensation package with a significant element of equity-based and performance-based compensation (not generally available to our employee base), which the committee believes is in the best interests of the company and its stockholders. Additionally, the committee monitors management’s determination of compensation at all levels of the company (including through pay surveys and other market assessments), based on each employee’s position, skill level and experience, and the committee believes that our compensation practices as a whole are fair and competitive with others in the marketplace.
In 2015 the SEC issued proposed rules regarding the adoption of “clawback” policies by publicly listed companies in accordance with the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). When final SEC rules implementing these requirements have become effective, publicly listed companies will be required to adopt a “clawback” policy providing for the recovery of certain incentive-based compensation from the executive officers of the company in the event the company is required to restate its financials as a result of material noncompliance of the company with any financial reporting requirements under the securities laws.
In order to ensure full compliance with these SEC rules, we intend to adopt our own formal clawback policy applicable to our executive officers complying with such rules once these final rules have been
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adopted by the SEC. In addition, Section 304 of the Sarbanes-Oxley Act of 2002 requires the recovery of incentive awards in certain circumstances. If we are required to restate our financials due to material noncompliance with any financial reporting requirements as a result of misconduct, our CEO and CFO will be required under Section 304 of the Sarbanes-Oxley Act to reimburse us for (1) any bonus or other incentive- or equity-based compensation received during the 12 months following the first public issuance of thenon-complying document, and (2) any profits realized from the sale of our securities during such 12 month period. Our omnibus incentive plan also provides that any award made to a participant under the plan will be subject to mandatory repayment by the participant to us to the extent required by (a) any award agreement, (b) any “clawback” or recoupment policy adopted by the company to comply with the requirements of any applicable laws, rules or regulations, including final SEC rules adopted pursuant to Section 954 of the Dodd-Frank Act, or otherwise, or (c) any applicable laws which impose mandatory recoupment, under circumstances set forth in such applicable laws, including the Sarbanes-Oxley Act of 2002.
Board’s Role in Risk Oversight
The Board as a whole has responsibility for oversight of the company’s enterprise risk management function, with reviews of certain areas being conducted by the relevant Board committees that report on their deliberations to the Board. The oversight responsibility of the Board and its committees is made possible by a management report process that is designed to provide both visibility and transparency to the Board about the identification, assessment and management of critical risks and management’s risk mitigation strategies. In this regard, each committee meets in executive session with key management personnel and representatives of outside advisors (for example, our director of internal audit meets in executive session with the Audit Committee). The areas of focus of the Board and its committees include competitive, economic, operational, financial (accounting, credit, liquidity and tax), legal, compliance, information technology security programs (including cybersecurity), political and reputational risks.
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The Board and its committees oversee risks associated with their respective principal areas of focus, as outlined below:
Board/ Committee | Primary Areas of Risk Oversight | |
Board of Directors: | Enterprise risk management, including strategic, financial and execution risks associated with the annual operating plan and the long-term plan; major litigation and regulatory exposures; acquisitions and divestitures; senior management succession planning; information technology security programs (including cybersecurity) and other current matters that may be material risks to the company. | |
Audit Committee: | Risks and exposures associated with financial matters, including financial reporting, tax, accounting, disclosure, internal control over financial reporting, financial policies, investment guidelines and credit and liquidity. | |
Nominating and CG Committee: | Risks and exposures relating to corporate governance and director succession planning. | |
Human Resources Committee: | Risks and exposures associated with leadership assessment, management succession planning and compensation programs. |
We believe that the Board’s role in risk oversight is facilitated by the leadership structure of the Board. In this regard, we believe that, by combining the positions of Chairman of the Board and CEO, the Board gains a valuable perspective that combines the operational experience of a member of management with the oversight focus of a member of the Board. We also believe that the division of risk management-related roles among the company’s full Board, Audit Committee, Nominating and Corporate Governance Committee and Human Resource Committee as noted above fosters an atmosphere of significant involvement in the oversight of risk at the Board level and complements our risk management policies.
The Board, in executive sessions ofnon-management directors (which are presided over by the company’s independent Lead Director), also considers and
discusses risk-related matters. This provides a forum
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for risk-related matters to be discussed without management or the Chairman of the Board and CEO present. The company’s independent Lead Director acts as a liaison between the company’s Chairman of the Board and CEO and the company’s independent directors to the extent that any risk-related matters discussed at these executive sessions require additional feedback or action.
In setting compensation, the Human Resources Committee also considers the risks to our stockholders that may be inherent in our compensation programs. We believe that our compensation programs are appropriately structured and provide for a suitable balance between long-term and short-term compensation and have an appropriate performance-based and “at risk” component. We also believe that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the company.
Environmental, Social and Governance
We are committed to the ongoing creation of an Environmental, Social and Governance (“ESG”) program, as we believe such a program should be an integral part of our operating strategy. The Nominating and Corporate Governance Committee of the Board will oversee our ESG program efforts.
The pillars of our ESG program are as follows:
• | Good Corporate Governance. As described more fully inCorporate Governance Highlights on page 6, we strive to maintain good corporate governance practices, which we believe are a key component in the creation of stockholder value. |
• | Environmental Sustainability. We also believe it is important to address climate and resource issues by measuring our progress in improving the environmental footprint of our hotel properties. Specifically, we are working with Marriott, the operator of our hotel properties, to establish baselines for our energy, water and waste usage for our hotel portfolio. We are also working with Marriott to implement new, and to expand existing, programs at our hotels to minimize risk and enhance value. |
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• | Corporate Citizenship.We strive to be a good corporate citizen in the markets in which we operate through financial and volunteer support of worthy causes, as well as through direct community engagement. We also believe it is important to ensure the safety of our employees and guests, to uphold labor rights and take steps to prevent sexual harassment of our employees. Finally, we think it is important to respect and uphold fundamental human rights, and to work to eradicate modern slavery from the industries in which we operate and the supply chains of those industries. |
For more information about our ESG program, including our 2019 ESG report providing a detailed overview of our ESG efforts and progress to date, please visit our website at:
https://rymanhospitalitypropertiesinc.gcs-web.com/sustainability
Please note that our website is provided as an inactive textual reference and the information on our website is not incorporated by reference in this proxy statement.
Restrictions on Hedging and Pledging of Company Stock
Our insider trading policy restricts our executive officers and directors from engaging in any transactions designed to hedge or otherwise offset any decrease in the fair market value of our equity securities. Our insider trading policy also prohibits executive officers and directors from pledging or otherwise encumbering a significant amount of equity securities (generally defined as the lesser of 0.50% of our outstanding equity securities or 10% of the equity securities owned by the individual) without prior approval of the Human Resources Committee.
We will bear the cost of soliciting proxies for the meeting. We have retained Morrow Sodali LLC to assist in the solicitation and will pay them
approximately $6,000. Our officers may also solicit proxies by mail, telephone,e-mail or facsimile transmission, but we will not reimburse them for their efforts. Upon request, we will reimburse brokers, dealers, banks and trustees, or their nominees, for
reasonable expenses incurred by them in forwarding proxy materials.
We believe that our relationship with our stockholders is an important part of our corporate governance program. Our stockholder and investor outreach generally includes investor road shows, analyst meetings, investor days and investor conferences and meetings. We also communicate with our stockholders through our SEC filings (including our annual report and proxy statement), press releases and our website. In addition, our conference calls for quarterly earnings releases are available to anyone in real time and on an archived basis. During 2019 we also reached out to our 20 largest stockholders, representing approximately 58% of our outstanding shares, to engage in a dialogue regarding their areas of focus and concern.
The primary corporate governance issues raised by our stockholders during 2019 were as follows:
Enhanced Executive Compensation Disclosures.Several investors asked that we provide additional disclosure with respect to the rationale for the selection of our compensation peer groups and with respect to the rationale for additional cash bonus awards made to our CEO and our NEOs. Taking this feedback into account, we have included additional information about these topics for 2019 in theCompensation Discussion and Analysis beginning on page 30.
ESG Efforts. Several investors also asked that we provide an enhanced level of reporting regarding our ESG policies and procedures. Taking this feedback into account, we have taken the actions described inEnvironmental, Social and Governanceon page25 above.
Communications with the Board of Directors
Stockholders, employees and others interested in communicating with the Board (includingnon-management directors) may write to:
to Ryman Hospitality Properties, Inc.
, Attn: Corporate Secretary,
One Gaylord Drive,
Nashville, Tennessee 37214
37214. The Corporate Secretary reviews all such correspondence and regularly forwards to the Board a summary of all
2020 NOTICE OF MEETING AND PROXY STATEMENT |
such correspondence and copies of all correspondence that, in the opinion of our Corporate Secretary, deals with the functions of the Board or committees thereof or that he otherwise determines requires their attention. Directors may review a log of all correspondence addressed to members of the Board and request copies of any such correspondence. Concerns relating to accounting, internal controls or auditing matters are immediately
brought to the attention of our internal audit department and handled in accordance with procedures established by the Audit Committee with respect to such matters. In addition, stockholders, employees and other interested parties may communicate directly with our independent Lead Director, individual independent directors or the independent directors as a group by email atboardofdirectors@rymanhp.com.
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The table below lists the beneficial ownership of our common stock as of March 16, 201825, 2020 (unless otherwise noted) by all directors, each of our NEOs, and the directors and executive officers as a group. The table also lists all institutions and individuals known to hold more than 5% of our common stock, as obtained from SEC filings. The percentages shown are based on outstanding shares of common stock as of March 16, 2018.25, 2020. Unless otherwise noted, the address for each person listed is our principal office.
Beneficial Stock Ownership of Directors, Executive Officers and Large Stockholders Table
Name | Shares Owned(1) | Director Stock | Stock Options Exercisable | Total Shares Owned | % of Total Outstanding(3) | Shares Owned(1) | Director Stock | Stock Options | Total Shares Owned | % of Total Outstanding(3) | ||||||||||||||||||||||||||||||
Colin Reed, NEO and Director | 1,265,991(4) | - | - | 1,265,991 | 2.5% | 1,406,545(4) | - | - | 1,406,545 | 2.6% | ||||||||||||||||||||||||||||||
Michael Bender, Director | 14,862 | 9,009 | - | 23,871 | * | |||||||||||||||||||||||||||||||||||
Rachna Bhasin, Director | 2,946 | (5) | - | - | 2,946 | * | 5,458 | (5) | - | - | 5,458 | * | ||||||||||||||||||||||||||||
Alvin Bowles, Director | 1,312 | (5) | - | - | 1,312 | * | 2,539 | - | - | 2,539 | * | |||||||||||||||||||||||||||||
Ellen Levine, Director | 27,057 | (5) | - | - | 27,057 | * | ||||||||||||||||||||||||||||||||||
Fazal Merchant, Director | - | 255 | - | 255 | * | 1,910 | 2,539 | - | 4,449 | * | ||||||||||||||||||||||||||||||
Patrick Moore, Director | - | 6,343 | - | 6,343 | * | - | 11,509 | - | 11,509 | * | ||||||||||||||||||||||||||||||
Christine Pantoya, Director | 1,436 | (5) | - | - | 1,436 | * | ||||||||||||||||||||||||||||||||||
Robert Prather, Director | 3,960 | 21,881 | - | 25,841 | * | 3,960 | 26,376 | - | 30,336 | * | ||||||||||||||||||||||||||||||
Michael Roth, Director | 36,168 | (5) | - | - | 36,168 | * | 38,680 | (5) | - | - | 38,860 | * | ||||||||||||||||||||||||||||
Mark Fioravanti, NEO | 163,147 | - | - | 163,147 | * | 202,768 | - | - | 202,768 | * | ||||||||||||||||||||||||||||||
Bennett Westbrook, NEO | 19,466 | - | - | 19,466 | * | 29,289 | - | - | 29,289 | * | ||||||||||||||||||||||||||||||
Patrick Chaffin, NEO | 22,253 | - | - | 22,253 | * | 18,758 | - | - | 18,758 | * | ||||||||||||||||||||||||||||||
Scott Lynn, NEO | 10,118 | - | - | 10,118 | * | 14,638 | - | - | 14,638 | * | ||||||||||||||||||||||||||||||
All directors and executive officers (as a group) | 1,577,471 | 37,488 | - | 1,614,959 | 3.2% | 1,736,167 | 40,424 | - | 1,776,591 | 3.2% | ||||||||||||||||||||||||||||||
Vanguard Inc. | 8,313,546 | (6) | - | - | 8,313,546 | 16.2% | ||||||||||||||||||||||||||||||||||
The Vanguard Group | 7,284,083 | (6) | - | - | 7,284,083 | 13.3% | ||||||||||||||||||||||||||||||||||
BlackRock, Inc. | 5,012,708 | (7) | - | - | 5,012,708 | 9.1% | ||||||||||||||||||||||||||||||||||
GAMCO Investors, Inc. | 5,308,623 | (7) | - | - | 5,308,623 | 10.4% | 3,245,998 | (8) | - | - | 3,245,998 | 5.9% | ||||||||||||||||||||||||||||
BlackRock, Inc.
| 4,626,347 | (8) | - | - | 4,626,347 | 9.0% |
* | Less than one percent. |
(1) | With respect to our NEOs, directors and executive officers, this column includes shares of common stock issuable upon the vesting of RSUs that will vest on or prior to May |
(2) | Represents RSUs awarded to directors which have vested but receipt has been deferred. Also includes RSUs issued in lieu of cash director fees to participating |
directors. Directors may elect to defer receipt of RSUs awarded under our current and former omnibus incentive plans until either a specified date or the director’s retirement or resignation from the Board. |
This column reflects shares issuable to each director at the end of the applicable deferral period. |
(3) | In calculating the percentages of outstanding stock, each person’s RSUs that will vest on or prior to May |
|
(4) | Includes |
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does not have voting or investment power with respect to these shares, and his sole right is to receive these shares upon termination of employment in accordance with the terms of his employment agreement. |
(5) | For Ms. Bhasin, |
(6) | Based on information in: |
(7) | Based on information in Amendment No. |
(8) | Based on information in Amendment No. 49 to Schedule 13D filed with the SEC on |
and is the manager and member of Holdings, which is the controlling shareholder of GBL. GBL, a public company listed on the NYSE, is the parent company for a variety of companies engaged in the securities business, including those named below. GAMCO (which had sole voting power with respect to |
company. Funds (which had sole voting power with respect to |
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Compensation Discussion and Analysis
Overview
Our executive compensation programs are designed to attract, retain and motivate qualified, knowledgeable and talented executives who are capable of performing their responsibilities. In designing our executive compensation programs, our goals are to ensure that:
• | A significant portion of the total compensation paid to each named executive officer, or NEO, is in the form of “at risk” pay in order tocreate proper incentives for our executives to achieve corporate and individual objectives and to bothmaximize stockholder value over the long-term and toalign pay with stockholders’ interests; |
• | A strongpay-for-performance philosophy synchronizes incentive payments with actual financial and business results relative to performance expectations; |
• | Our pay decisions aretransparent to all stakeholders and tethered tosoundgovernance measures; and |
• | Total compensation opportunity throughout our organization ismarket competitive to support recruitment and retention. |
Our corporate objectives are to continue to increase funds available for distribution to our stockholders and to create long-term stockholder value. Consistent with these goals and objectives, the Human Resources Committee, which acts as our compensation committee, has developed and approved an executive compensation program providing for a range of compensation levels for our NEOs with the intent of rewarding strong performance and reducing compensation when our performance objectives are not achieved.
Company Highlights—20172019 Financial and Operating Highlights
We believe that our results in 20172019 reflect the continued overall strength of our Hospitality business segment, particularly the group meetings sector in which we focus.focus, as well as the strategic investments we have made in our hotel properties over the past several years, including our investment in the Gaylord Rockies joint venture, our Gaylord Texan rooms and meeting space expansion and our Gaylord Opryland SoundWaves water attraction. In addition, the growth in our Entertainment business segment in 20172019 continued to reflect our strategic focus on expanding this business and the continued popularity of the country music genre and Nashville as a tourist destination.destination, as well as the success of our Ole Red entertainment venues. Our 20172019 financial and operating highlights include:
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✓ | Company Total |
✓ | Segment |
• | Hospitality—Our Same-store Hospitality business segment revenue in |
• | Entertainment—Entertainment business segment revenue in |
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In 2019:
Our |
Our consolidated net income available to common stockholders decreased 44.9% from 2018 to $145.8 million;
|
Our |
• | Our |
|
✓ | Increased |
(1) | Includes revenues from the Gaylord Rockies, which opened on a limited basis in December 2018 and fully opened during the first quarter of 2019. As a result of our purchase of an additional interest in the Gaylord Rockies joint venture as of December 31, 2018, we began consolidating the joint venture’s financial results in our financial statements beginning January 1, 2019. |
(2) | 2018 consolidated net income included aone-time gain of $131.4 million related to our acquisition of our increased ownership in the Gaylord Rockies joint venture recognized in the fourth quarter of 2018. |
(3) | AFFO available to common stockholders and |
Company Highlights—Total Stockholder Return
The following chart shows how a $100 investment in our common stock on December 31, 20122014 would have grown to $231.31$209.62 on December 31, 2017,2019, with dividends reinvested quarterly. The chart also compares the TSR of our common stock to the same investment in the S&P 500 Index and the FTSE NAREIT Equity REITs Index over the same period, with dividends reinvested quarterly.
*$100 invested on 12/31/14 in stock or index, including reinvestment of dividends.
Fiscal year ending December 31.
Copyright© 2020 Standard & Poor’s, a division of S&P Global. All rights reserved.
2020 NOTICE OF MEETING AND PROXY STATEMENT |
The stock price performance included in this graph is not necessarily indicative of future stock price performance.
12/14 | 12/15 | 12/16 | 12/17 | 12/18 | 12/19 | |||||||||||||||||||
Ryman Hospitality Properties, Inc. | 100.00 | 102.94 | 133.00 | 153.05 | 154.49 | 209.62 | ||||||||||||||||||
S&P 500 | 100.00 | 101.38 | 113.51 | 138.29 | 132.23 | 173.86 | ||||||||||||||||||
FTSE NAREIT Equity REITs | 100.00 | 103.20 | 111.99 | 117.84 | 112.39 | 141.61 |
Company Highlights—Compensation Practices
In designing our compensation programs, we are mindful of the risks to our stockholders that may be inherent in our compensation programs, and we attempt to utilize compensation practices that mitigate these risks. In designing our compensation programs, we also have considered feedback from our investors and other relevant third parties. Our compensation program includes the following compensation practices:
• | Pay for Performance—We tiepay to performance in a manner that we believe advances our stockholders’ interests by paying a significant portion of our NEOs’ total compensation opportunities in the form of variable compensation payable upon the performance of short- and long-term performance targets. As described below under2019 Compensation Decisionson page 35, 56% of our CEO’s total target compensation and 49% of our other NEOs’ target total compensation (on average) was performance-based in 2019. |
• | Design of Our Short-Term Cash Incentive Compensation Program—As described below underShort-Term Cash Incentive Compensationon page 36, our annual short-term cash incentive compensation plan is performance-based, and the plan does not have minimum payout levels (i.e., all of this compensation is “at risk”). |
• | Design of Our Long-Term Equity Incentive Compensation Program—As described below under2019 Long-Term Equity Incentive Compensationon page 39,a significant portion of our NEOs’ long-term incentive compensation is in the form of performance-based RSUs which vest based on our achievement of TSR compared to the TSR of a designated peer group and other comparable companies. As described on page 40 below, there is no minimum payout level associated with performance-based RSU awards (i.e., all of this compensation is “at risk”). As described on page 40 below, there is also a cap on the total amount of compensation which may earned in connection with a performance-based RSU award. |
• | Meaningful Stock Ownership and Retention Guidelines for Executives and Directors—Our stock ownership guidelines require meaningful levels of stock ownership by our executives (including 5x base salary for our CEO) and directors. In addition, any officer or director who does not meet the applicable stock ownership guideline (regardless of any compliance grace period) must hold at least 50% of the net shares received in any RSU vesting. SeeStock Ownership and Retention Guidelines on page 42 below. |
• | No “Single Trigger” Cash Payments Upon a Change of Control—As described inPost-Termination Benefitson page 42 below, theemployment and severance arrangements with our NEOs require a “double trigger” (requiring both a change of control and termination of employment) for cash severance payments following a change of control. |
• | No Tax “Gross Ups” For Severance Payments—As described inPost-Termination Benefitson page 42 below, we do not provide excise or other tax “gross up” payments in connection with any severance payment made to an NEO. |
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12/12 | 12/13 | 12/14 | 12/15 | 12/16 | 12/17 | |||||||||||||||||||
Ryman Hospitality Properties, Inc. | 100.00 | 114.33 | 151.13 | 155.58 | 201.00 | 231.31 | ||||||||||||||||||
S&P 500 | 100.00 | 132.39 | 150.51 | 152.59 | 170.84 | 208.14 | ||||||||||||||||||
FTSE NAREIT Equity REITs | 100.00 | 102.47 | 133.35 | 137.61 | 149.33 | 157.14 |
2019 Compensation Summary
The charts below illustrate the balance of the elements of target total compensation(2)(3) during 20172019 for Mr. Reed, our CEO, and the average of the other NEOs.
As the charts above indicate, a significant portion of our NEOs’ target total compensation is performance-based and tied to stock performance, thus is also aligned with the interests of our stockholders. Target total compensation for our CEO is weighted more toward long-term incentives than the other NEOs, as the Human Resources Committee wants to encourage our CEO, in particular, to focus on our long-term growth.
Percentage of total compensation as calculated above is based on the |
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The key elements of the compensation program for our executive officers are:
Compensation Element | Key Characteristics | Why We Pay This Element | Considerations in the Amount of Pay |
Decisions | ||||
Base Salary | • Fixed compensation. • Payable in cash. • Reviewed annually and adjusted when appropriate. | • • Compensate for roles and responsibilities. | • Level of responsibility. • Individual skills, experience and performance. | Our CEO received an | ||||
Short-Term Cash Incentive Compensation | • Variable compensation. • Payable in cash based on performance against annually established performance objectives. • Reviewed annually and adjusted from year to year when appropriate. | • Motivate and reward executives. • Incentivizes the executives to meet our short-term financial and operational objectives. | • AFFO was the basis for the financial goal for the plan | Based on performance relative to the financial goal (and, in the case of our CEO, performance relative to designated strategic objectives), the committee approved a payout at | ||||
Long-Term Equity Incentive Compensation | • Variable compensation. • Performance-based RSUs vesting over a three-year performance period. • Time-based RSUs vesting ratably over four years. | • Motivate and reward executives. • Aligns the interests of executives and stockholders and focuses the executives on long-term objectives over a multi-year period. • Encourages retention through long-term vesting. | Performance-Based Awards • RSUs vest based on TSR relative to designated peer groups over a3-year performance period. • Awards pay out at a range from 0% to 150% of target with no shares earned for performance below 50% of financial target. Time-Based Awards RSUs which vest in 25% increments over 4 years. | The mix of long-term equity incentive awards granted to NEOs in 2019 was approximately 50% performance-based RSUs and 50% time-based | ||||
Other Benefits | • Fixed compensation. • Participation in broad-based plans at same cost as other employees. • Certain executive-level perquisites not paid generally to our other employees. | • Allow senior executives to participate in broad-based employee benefit programs. • Provide competitive benefits to promote the health and well-being of our executive officers. | • Level of benefits provided to all employees. • Benefits provided by other similarly-positioned companies. | Our NEOs received only modest executive-level perquisites. See page |
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20172019 Compensation Decisions
Our Human Resources Committee (which functions as our compensation committee) annually reviews our executive compensation program to determine how well actual compensation targets and levels meet our overall compensation philosophy and to compare our compensation programs to our peers. The committee also oversees our compensation programs.
Compensation Peer Group
For 2017,2019, the committee used a compensation peer group of the following 13 companies:
American Campus Communities, Inc. | Park Hotels & Resorts, Inc. | |
Ashford Hospitality Trust, Inc. | Pebblebrook Hotel Trust | |
Chatham Lodging Trust
| RLJ Lodging Trust | |
| Summit Hotel Properties, Inc. | |
| Sunstone Hotel Investors, Inc. | |
Kilroy Realty Corp. | Xenia Hotels & Resorts, Inc. | |
Mid-America Apartment Communities, Inc.
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These companies were selectedThe committee believes, based on their industryAon’s recommendation, that these companies are the most relevant peer group against which to review compensation for our NEOs, as such companies are all REITs with a focus on lodging, apartments or other real estate investments and their status as a REIT,have an implied market capitalization and/or total enterprise value revenue size and debtwithin a range similar to capital ratio.the company. This peer group had total enterprise value ranging from approximately $1.5 billion to $20 billion as of December 31, 2019, compared to the Company’s total enterprise value of $7.6 billion as of December 31, 2019. This peer group was identical to the 2016 peer group we used in 2018, except that Postfor the removal of LaSalle Hotel Properties Inc. was removed due to(as a result of its acquisition by Mid-America Apartment Communities,merger with Pebblebrook Hotel Trust) and Chesapeake Lodging Trust (as a result of its merger with Park Hotels & Resorts, Inc. during 2016.), and the addition of Park Hotels & Resorts, Inc.
The committee annually determines whether our overall executive compensation program is consistent with our business strategy and promotes our compensation philosophy. In determining target total annual compensation for each NEO, the committee relies on its general experience and subjective considerations of various factors, including our strategic business goals, information with respect to the peer group set forth above, proprietary and publicly available compensation surveys and data with
respect to REITs and other public companies provided by Aon, Hewitt, and each executive officer’s position, experience, level of responsibility, individual job performance, contributions to our corporate performance, job tenure and future potential.
The committee does not set specific targets or utilize any formulaic benchmarks for overall compensation or for allocations between fixed and performance-based compensation, cash andnon-cash compensation or short-term and long-term compensation. In addition, the committee uses proprietary and publicly available compensation surveys and data with respect to REITs
and other public companies provided by our compensation consultant, Aon, Hewitt, to obtain a general understanding of current compensation practices, including to confirm that the base salary and other elements of target total compensation opportunity for our executive officers is at a market-competitive level.
The committee does not specifically target or benchmark in any formulaic manner any element of compensation or the total compensation payable to NEOs based on these factors.
Base Salary
Base salary is designed to compensate our NEOs for their roles and responsibilities and to provide a secure level of guaranteed cash compensation. We have employment agreements with Mr. Reed, Mr. Fioravanti and Mr. Westbrook that provide for a minimum base salary. We have severance agreements with Mr. Chaffin and Mr. Lynn that do not provide for any minimum base salary.
Each NEO’s base salary was set based on:
In 2017,2019, base salary represented approximately 19%18% of our CEO’s total compensation package and (on average) approximately 31%27% of our other NEOs’ total compensation package (calculated in the manner described on page 35)33). The committee annually reviews the base salaries of each NEO and may make adjustments based on individual performance and changes in roles and responsibilities.
At its February 22, 201721, 2019 meeting, the committee reviewed the existing base salaries and perquisites for
2020 NOTICE OF MEETING AND PROXY STATEMENT |
our NEOs. Specifically, the committee considered each NEO’s current base pay, taking into account base salary levels paid to persons holding similar positions at peer companies. With respectcompanies, as well as the adjustments made to each NEO’s base salary in 2018. Based on its review, the committee determined that an 8.1% increase in Mr. Reed’s base salary was necessary to maintain a market-competitive level of compensation for Mr. Reed, the committee considered the complexity associated withtaking into account his oversight of the company’s Entertainment business segment operationsexperience level and his oversight of two lines of business, a hospitality REIT and an entertainment operating company.
The committee made modest increases to the strategic initiatives currently being undertaken at this business.base salaries of Messrs. Fioravanti and Westbrook. With respect to Mr. Chaffin and Mr. Lynn, the committee determined that a larger percentage adjustment to base salary was necessary to maintain a market-competitive level of compensation for these executives.
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Based on its review of the factors described above, the committee determined that the base salary amounts for the NEOs should be set at the following levels:
2017 Base ($) | % Change from 2016 Base Salary | 2019 Base ($) | % Change from 2018 Base Salary | |||||||
Colin Reed | 925,000 | 8.8% | 1,000,000 | 8.1% | ||||||
Mark Fioravanti | 515,000 | 3.0% | 546,400 | 3.0% | ||||||
Bennett Westbrook | 386,250 | 3.0% | 409,800 | 3.0% | ||||||
Patrick Chaffin | 325,000 | 8.3% | 360,000 | 7.5% | ||||||
Scott Lynn | 325,000 | 8.3% | 361,700 | 5.0% |
Additionally, on May 20, 2019 Mr. Chaffin was promoted to the position of EVP & Chief Operating Officer of the Company. In connection with this promotion and his increased responsibilities with respect to our hospitality segment, Mr. Chaffin’s annual base salary was increased to $425,000, effective as of the date of his promotion.
Short-Term Cash Incentive Compensation
We provide annual cash incentive compensation designed to reward achievement of specific previously established short-term financial and strategic goals.
20172019 Performance Goals
For 20172019 the committee determined that the NEOs would have the opportunity to earn the following percentage of their base salary based on the achievement of the financial performance goals (and, in the case of Mr. Reed, designated strategic objectives) described below.
The 20172019 percentages of base salary at the threshold, target and stretch levels for each NEO were set at the following percentages:percentages (unchanged from 2018):
Threshold Level | Target Level | Stretch Level | ||||||||||||||||||
Threshold Level | Target Level | Stretch Level | ||||||||||||||||||
Mr. Reed | 75% | 150% | 300% | 75% | 150% | 300% | ||||||||||||||
Mr. Fioravanti | 62.5% | 125% | 250% | 62.5% | 125% | 250% | ||||||||||||||
Mr. Westbrook | 50% | 100% | 200% | 50% | 100% | 200% | ||||||||||||||
Mr. Chaffin | 50% | 100% | 200% | 50% | 100% | 200% | ||||||||||||||
Mr. Lynn | 50% | 100% | 200% | 50% | 100% | 200% |
The percentage of salary awarded for performance falling between the threshold and target achievement levels and the target and stretch achievement levels was to be determined using straight-line interpolation.
In 2017,2019, assuming performance at the target level of achievement, short-term cash incentive compensation represented approximately 27% of our CEO’s total compensation package and (on average) approximately 32%29% of our other NEOs’ total compensation package (calculated in the manner described on page 35)33).
In 2017,2019, the performance targets, measured using AFFOAdjusted Funds From Operation Available to Common Shareholders as reported (“AFFO”), excluding income tax expense or benefit (“Further Adjusted AFFO”), established by the committee were:
The committee selected this performance metric because it is a measure of our operations without regard to specifiednon-cash items such as real estate depreciation and amortization, gain or loss on sale of assets and certain other items which we believe are
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not indicative of the performance of our underlying hotel properties, and as suchproperties. Moreover, AFFO is one of the principal tools used by our management and the investment community in evaluating our financial performance as a REIT. These performance levels were set by the committee at the beginning of 20172019 after thorough discussion with management regarding our anticipated financial performance. In choosing this goal, the committee considered the general economic climate expected in 2017,2019, the expected conditions in the hospitality industry and our expected financial performance, including our guidance for 2017,2019, as reflected in our earnings release issued in the first quarter of 2017.2019. The committee intended the target performance goal to be a challenging level of achievement. The committee attempted to set the threshold, target and stretch performance goals to ensure that the relative level of difficulty of achieving these performance levels would be generally consistent with prior years. For information regarding the manner in which AFFO is calculated from our financial statements, see Appendix A to this proxy statement.
The awards to the NEOs (other than Mr. Reed) were based solely on our level of achievement of Further Adjusted AFFO. The award to Mr. Reed was based 75% on our achievement of Further Adjusted AFFO and 25% on our achievement of the strategic objectives, approved in advance by the committee, of achieving effective capital allocation and balance sheet management, specifically including maintaining leverage with a designated range, ensuring compliance with applicable debt covenants and managing interest rate risk associated with floating rate indebtedness.
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When the committee established these targets at the beginning of 2017,2019, it made a determination that it would have the discretion to adjust Further Adjusted AFFO for the year to exclude losses or expense, or income or gain, related to certain unusual, or infrequently occurring or other specified events as set forth in our omnibus incentive plan (and that the committee would have the discretion whether to exclude any such items of income or gain).plan. In addition, under the terms of our omnibus incentive plan, the committee may exercise negative discretion in determining the final amounts of the short-term cash incentive awards payable at any given level of performance to ensure that such awards accurately reflect our actual performance. The committee also had the option of lowering the amount of, or not awarding, annual cash incentive compensation
otherwise payable to an executive under the plan for 20172019 if the executive did not attain a minimum-level annual performance rating under the company’s employee evaluation program, which is a prerequisite to receiving cash incentive compensation under the plan.
20172019 Short-Term Incentive Compensation Awards
In analyzing our results for purposes of determining the level of achievement under the short-term incentive compensation plan, the committee reviewed our operating and financial results for 2017.2019.
In performing its review, the committee made note of the following financial and operating highlights:
The successful capital markets transactions which we undertook in 2019, including the issuance of $700 million in new senior notes due 2027, the public offering of $283 million of common stock (net of discounts, commissions and Adjusted EBITDA associatedother offering expenses), the amendment and extension of our $1.5 billion bank credit facility, and the execution of a series of interest rate swaps with respect to $350 million of our Entertainment business segment.floating rate indebtedness. As a result of these transactions, we extended the maturity date of
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our bank credit facility, lowered the weighted average interest rate of all of our outstanding debt to 4.2%, and substantially improved both ourfixed-to-floating andsecured-to-unsecured debt ratios. |
The committee determined that the company’s 2017level of Further Adjusted AFFO achievement in 2019 for purposes of our short-term incentive compensation plan was $289.0$361.8 million, which using straight-line interpolation was equivalent
to a payout level of 123%121.7% of the “target” performance goal. There were no gains or losses related to unusual, infrequently occurring or infrequentother specified events thatset forth in our omnibus incentive plan which were excluded by the committee in the determinationconnection with our calculation of Further Adjusted AFFO (which were not included in the calculation of AFFO) for 2017. purposes of our short-term incentive compensation plan, except for approximately $1.1 million in losses associated with our Circle media joint venture, which were excluded by the committee in calculating Further Adjusted AFFO since such losses had not been contemplated at the time the target was established and the formation of the joint venture was part of an important business strategy of the company’s entertainment business segment.
The committee also determined that Mr. Reed had met the individual strategic performance objectives described above, which combined with the Further Adjusted AFFO achievement level described above resulted in a payout level equal to 123%121.7% of the “target” payout level for Mr. Reed.
The committee also determined that Mr. Reedeach NEO should receive an additional amount of cash incentive compensation, as listed in the table below, due to their contributions to the company’s completion of the significant financial and operational objectives described above.
These efforts included:
The committee also reviewed the annual performance rating of each NEO and determined that each NEO met the minimum level performance rating.
As a result, the committee approved the following short-term cash incentive compensation awards:
Calculated ($) | Additional ($) | Total ($) | Calculated ($) | Additional ($) | Total ($)(1) | |||||||||||||||||
Mr. Reed | 1,998,831 | 250,000 | 2,248,831 | 2,118,688 | 181,312 | 2,300,000 | ||||||||||||||||
Mr. Fioravanti | 937,480 | - | 937,480 | 974,226 | 125,774 | 1,100,000 | ||||||||||||||||
Mr. Westbrook | 562,488 | - | 562,488 | 584,536 | 40,464 | 625,000 | ||||||||||||||||
Mr. Chaffin | 468,426 | - | 468,426 | 566,908 | 58,092 | 625,000 | ||||||||||||||||
Mr. Lynn | 468,426 | - | 468,426 | 513,968 | 36,032 | 550,000 |
(1) | The estimated threshold, target and stretch payout levels for each NEO established under the short-term cash incentive plan for |
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2017
2019 Long-Term Equity Incentive Compensation
Our long-term equity incentive compensation plan is designed to align the interests of our NEOs and stockholders and focus our NEOs on long-term objectives over a multi-year period. Long-term equity incentive awards are also intended to attract and retain our NEOs through long-term vesting. In 2017,2019, long-term equity incentive compensation represented approximately 52%53% of our CEO’s total compensation
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package and (on average) approximately 35%42% of our other NEOs’ total compensation package (calculated in the manner described on page 35)33).
Long-Term Equity Incentive Compensation Plan Components
Our long-term equity incentive plan components are:
Performance-Based RSUs:
Time-Based RSUs:
20172019 Long-Term Equity Incentive Compensation Awards
For 2017,2019, the committee discussed with Aon Hewitt the most appropriate way to motivate and retain our executives. The committee believed it was important to continue to use RSU awards instead of stock options to better align the interests of our executives with our stockholders, to encourage executive retention and to
conform to compensation practices in the REIT industry.
As a result of these discussions, the committee decided to structure long-term equity incentive compensation awards in 20172019 as a combination of performance-based RSUs and time-based RSUs. The determination of the number of RSUs to award to each NEO was based on a number of factors including but not limited to corporate and individual
performance, historical grants and competitive practices.
As a result of the determinations discussed above, on February 22, 2017,21, 2019, the committee made the following long-term incentive compensation awards to the NEOs:
Performance- Based RSU (#) | Annual Time- (#) | Performance- (#) | Annual (#) | |||||||||||||
Mr. Reed | 18,811 | 18,882 | 15,000 | 15,000 | ||||||||||||
Mr. Fioravanti | 5,813 | 5,835 | 5,000 | 5,000 | ||||||||||||
Mr. Westbrook | 2,906 | 2,917 | 2,500 | 2,500 | ||||||||||||
Mr. Chaffin | 2,445 | 2,455 | 2,500 | 2,500 | ||||||||||||
Mr. Lynn | 2,445 | 2,455 | 2,500 | 2,500 |
(1) | Up to 150% of the performance-based RSUs listed above will vest on March 15, |
(2) | These RSUs vest ratably over four years, beginning on March 15, |
(3) | Additionally, in connection with Mr. Chaffin’s promotion to the position of EVP & Chief Operating Officer on May 20, 2019, Mr. Chaffin was awarded an additional 4,000 time-based RSUs which vest 50% on May 20, 2022 and 50% on May 20, 2023. |
20172019 Performance-Based RSU Awards (2017-2019(2019-2021 Performance Period)
The amount of the performance-based RSUs which will ultimately vest on March 15, 20202022 will be determined by comparing our TSR performance during the performance period (January 1, 20172019 – December 31, 2019)2021) relative to the median of the TSR performance of the following two peer groups (the “2017“2019 Performance Peer Groups”), weighted equally: (1) our 20172019 compensation peer group listed above;
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and (2) the following companies within the FTSE NAREIT Lodging Resorts Index (which were selected by the committee based on their industry focus and their status as a REIT, enterprise value, revenue size, debt to capital ratio and TSR performance over a three year period):Index:
Apple Hospitality REIT, Inc.
| InnSuites Hospitality | |
Ashford Hospitality Trust, Inc. | Park Hotels & Resorts, Inc. | |
Braemar Hotels & Resorts, Inc. | Pebblebrook Hotel Trust | |
Chatham Lodging Trust
| RLJ Lodging Trust | |
Condor Hospitality Trust, Inc. | Sotherly Hotels, Inc. | |
| Summit Hotel Properties, Inc. | |
Hersha Hospitality Trust | Sunstone Hotel Investors, Inc. | |
Hospitality Properties Trust | Xenia Hotels & Resorts, Inc. | |
Host Hotels & Resorts, Inc.
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The members of the peer group listed above were selected from among the FTSE NAREIT Lodging Resorts Index companies due to their relative enterprise value compared to the company and/or their relative TSR performance over a three year period.
This peer group was identical to the peer group we used in 2018, except for the removal of LaSalle Hotel Properties as a result of its merger with Pebblebrook Hotel Trust. In addition, Ashford Hospitality Prime has been renamed Braemar Hotels and Resorts, Inc.
Specifically, the awards will vest as follows:
Company TSR Performance | % of Award Vesting | |||
Greater than 15 percentage points above the median TSR performance of the 2019 Performance Peer Groups | 150% | |||
Equal to the median TSR performance of the 2019 Performance Peer Groups | 100% | |||
15 percentage points below the median TSR performance of the 2019 Performance Peer Groups | 50% | |||
Greater than 15 percentage points below the median TSR performance of the 2019 Performance Peer Groups | 0% |
If the performance achieved falls in between the established performance goal levels, the percentage of the award earned by the NEO will be determined using straight-line interpolation and rounding to the nearest full share.
The awards also provide that if our TSR is negative, on an absolute basis, the committee may, in its discretion, reduce by 25% the number of awards ultimately vesting. In no event will the final value of the award exceed 500% of the fair market value of our common stock on the grant date of February 21,
2019. The committee believes that limiting the maximum value of the award ensures the NEOs are not disproportionally rewarded for performance.
The committeere-evaluates the 2019 Performance Peer Groups for each fiscal year to take into account changes to the composition of the 2019 Performance Peer Groups (i.e., corporate changes such as mergers or delistings), or to otherwise modify the terms of the award to take into account such other factors which the committee in its sole discretion has determined. The committee has not exercised this discretion in connection with the 2019 performance-based RSU awards except to reflect certain corporate changes in the peer group companies.
The committee believed the amount of these awards was appropriate given our compensation philosophy and objectives, specifically noting that achievement of greater than “target” level performance would have also resulted in higher than average TSR to our stockholders, as compared to our peers. In 2019, performance-based RSUs represented approximately 29% of our CEO’s total compensation package and (on average) approximately 20% of our other NEOs’ total compensation package (calculated in the manner described on page 33).
2019 Time-Based RSU Awards
The time-based RSUs granted to the NEOs reflected in the chart above vest ratably over four years, beginning on March 15, 2020. The committee believed the amount of the time-based RSU awards made to our NEOs was appropriate given our compensation philosophy and objectives, including the need to retain our executives. In 2019, time-based RSUs represented approximately 24% of our CEO’s total compensation package and (on average) approximately 22% of our other NEOs’ total compensation package (calculated in the manner described on page 33).
Vesting of 2017 Performance-Based RSU Awards in March 2020 (2017-2019 Performance Period)
In February 2017 we awarded performance-based RSUs to each NEO, which ultimately were to vest based on the company’s TSR performance over the3-year award cycle (2017-2019), as compared to the TSR for the designated performance peer groups during the same performance period.
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Specifically, the awards willwere to vest as follows:
Company TSR Performance | % of Award Vesting | |||
Greater than 15 percentage points above the median TSR performance of the 2017 Performance Peer Groups | 150% | |||
Equal to the median TSR performance of the 2017 Performance Peer Groups | 100% | |||
15 percentage points below the median TSR performance of the 2017 Performance Peer Groups | 50% | |||
Greater than 15 percentage points below the median TSR performance of the 2017 Performance Peer Groups | 0% |
If the performance achieved falls in between the established performance goal levels, the percentage of the award earned by the NEO will be determined using straight-line interpolation and rounding to the nearest full share. The awards also provide that if our TSR is negative, on an absolute basis, the committee may, in its discretion, reduce by 25% the number of awards ultimately vesting. In no event will the final value of the award exceed 500% of the fair market value of our common stock on the grant date of February 22, 2017. The committee believes that limiting the maximum value of the award ensures the NEOs are not disproportionally awarded for performance.
The committee re-evaluates the 2017 Performance Peer Groups for each fiscal year to take into account changes to the composition of the 2017 Performance Peer Groups (i.e., corporate changes such as mergers or delistings), or to otherwise modify the terms of the award to take into account such other factors which the committee in its sole discretion has determined. The committee has not exercised this discretion in connection with the 2017 performance-based RSU awards except to reflect certain corporate changes in the peer group companies.
The committee believed the amount of these awards was appropriate given our compensation philosophy and objectives, specifically noting that achievement of greater than “target” level performance would have also resulted in higher than average TSR to our stockholders, as compared to our peers. In 2017, performance-based RSUs represented approximately 27% of our CEO’s total compensation package and (on average) approximately 18% of our other NEOs’ total compensation package (calculated in the manner described on page 35).
2017 Time-Based RSU Awards
The time-based RSUs granted to the NEOs reflected in the chart above vest ratably over four years, beginning on March 15, 2018. The committee believed the amount of the time-based RSU awards made to our NEOs was appropriate given our compensation philosophy and objectives, including the need to retain our executives. In 2017, time-based RSUs represented approximately 25% of our CEO’s total compensation package and (on average) approximately 17% of our other NEOs’ total compensation package (calculated in the manner described on page 35).
Vesting of 2015 Performance-Based RSU Awards in March 2018 (2015-2017 Performance Period)
In February 2015 we awarded performance-based RSUs to each NEO, which ultimately were to vest based on the company’s TSR performance over the 3-year award cycle (2015-2017), as compared to the TSR for the designated performance peer groups during the same performance period.
Specifically, the awards were to vest as follows:
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Our TSR over the performance period, calculated pursuant to the terms of the performance-based RSU agreements, was approximately 5755.7 percentage points above the median TSR performance of the designated performance peer groups.
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As a result, the 20152017 performance-based RSUs ultimately vested at the 150% level in March 20182020 as follows:
(#) | ||||
Colin Reed | ||||
Mark Fioravanti | ||||
Bennett Westbrook | ||||
Patrick Chaffin | ||||
Scott Lynn |
Benefits and Perquisites
Our benefit programs are based upon an assessment of competitive market factors and a determination of what is needed to attract and retain qualified executives. Our primary benefits for executives include participation in our broad-based plans at the same cost as other employees. These plans include a tax qualified 401(k) savings plan (with matching contributions up to four percent of a participant’s pay), health and dental plans and various disability and life insurance plans.
We also provide a limited amount of executive-level perquisites to our NEOs and other designated senior executives, including the ability to participate in our unfunded, unsecured,executive-level life disability and life insurance plans and a supplemental deferred compensation plan, or SUDCOMP, with a company matching component. Details about our SUDCOMP may be found underOther Compensation Information—Nonqualified Deferred Compensation on page 54.SUDCOMP.
Our directors, NEOs and other employees routinely use commercial air service for business travel, and we generally reimburse them only at the coach or business class rate.
Although we do not own a corporate airplane, we doWe maintain a limited aircraft program to provide our executives with timely and cost-effective travel alternatives in connection with our business activities. We do not operate any aircraft, own or lease a hangar or employ pilots. Instead, we have purchased a fractional interest in an aircraft. We pay a fixed monthly fee, plus a variable charge for hours actually flown. Our directors, NEOs and other employees use this aircraft for selected business trips when commercial air service is unavailable or otherwise impractical, based on the availability and cost of commercial air service, the travel time involved, the number of employees traveling and the need for
flexible travel arrangements. All travel under this program must be approved by our CEO.
Mr. Reed’s employment agreement provides that he is entitled to a limited amount of personal aircraft usage on an annual basis. We also make the aircraft available to our other executives for limited personal use, which is typically limited to permitting the executive’s spouse or other family member to accompany the executive on required business travel. We believe allowing limited personal use of our aircraft program serves to reduce our executives’ personal travel time and to increase the time they can conduct company business on our behalf.
For more information about this perquisite, and amounts reported as income in 20172019 for each NEO, see theAll Other Compensation table on page 49.48.
These executive-level perquisites represented approximately 2% of our CEO’s total compensation package and (on average) approximately 2% of our other NEOs’ total compensation package (calculated in the manner described on page 35)33).
As part of our REIT restructuring transactions in 2012, in addition to their voluntary reductions in base pay, Mr. Reed, Mr. Fioravanti and Mr. Westbrook voluntarily agreed to amend their employment agreements to remove the car allowance and annual financial planning cash perquisites previously paid to them. The severance agreements for Mr. Chaffin and Mr. Lynn do not provide for any perquisites.
When we recruited Mr. Reed to join our company in 2001, we agreed to pay Mr. Reed a retirement benefit pursuant to a CustomMid-Career Supplemental Employee Retirement Plan, or SERP.
This benefit, which is described inOther Compensation Information—Nonqualified Deferred Compensation below, was in the committee’s view essential to attracting Mr. Reed to employment with us and has also proved valuable in securing his extended
employment. The company has fully satisfied its funding obligations under the SERP by previously paying, in total, $3.5 million to Mr. Reed’s SERP account (as described below), and the current balance in Mr. Reed’s SERP account in excess of such amount is attributable to investment gains and losses associated with the assets in the SERP account (currently shares of our common stock).
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Other Compensation Information
Stock Ownership and Retention Guidelines
The committee has adopted stock ownership guidelines for our senior executives. These guidelines are designed to encourage our executives to have a meaningful equity ownership in our company, thereby linking their interests with those of our stockholders. These guidelines provide that within five years of becoming a senior executive, each executive must own (by way of shares owned directly or indirectly (including through our 401(k) plan) and shares represented by unvested time-based RSUs, but not including unexercised stock options or performance-based RSUs) common stock with a value of either five times (5x) base salary for Mr. Reed, three times (3x) base salary for Mr. Fioravanti and Mr. Westbrook,the NEOs, and two times (2x) base salary for the other NEOs and other executives subject to these guidelines. The guidelines also provide that if an executive is not currently in compliance with this guideline (regardless of the compliance grace period), the executive must retain 50% of the net shares (after satisfying any tax obligations and any required payments upon exercise) received upon vesting of RSUs or the exercise of stock options.
As of January 31, 20182020 (the annual compliance date) all of the NEOs were in compliance with the guidelines, as follows:
Required Ownership as of January 31, | Shares Owned | |||||||
Colin Reed | ||||||||
Mark Fioravanti | ||||||||
Bennett Westbrook | ||||||||
Patrick Chaffin | ||||||||
Scott Lynn |
(1) | The number of shares required to be owned by an NEO is an amount equal to (i) the product obtained by multiplying the NEO’s base salary times the applicable multiple (5x for Mr. Reed |
(2) | Includes |
(3) | Includes the following number of shares of common stock issuable upon the vesting of time-based RSUs: Mr. Fioravanti: |
Post-Termination Benefits
The committee believes that severance and change of control benefits assist in attracting and retaining qualified executives. The committee believes these benefits have proven particularly important in providing for continuity of management during the period following our REIT conversion and transition-related efforts. The levels of payments and benefits upon termination were set to be at a market-competitive level based upon each executive’s experience and level in the organization.
Mr. Reed, Mr. Fioravanti and Mr. Westbrook have employment agreements that provide for cash severance payments and certain other benefits if termination occurs without “cause” or if the executive leaves for “good reason” (as defined in their employment agreement). These agreements also provide for cash compensation and certain other benefits in the event of termination following a “change of control” of the company (i.e., a “double trigger”). Mr. Chaffin and Mr. Lynn have severance agreements that provide for cash compensation and certain other benefits only in the event of termination following a “change of control” of the company (i.e., a “double trigger”).
In addition, no taxgross-ups are provided in connection with any severance payments to our NEOs. Information regarding these payments, including a definition of key terms and the amount of benefits that would have been received by our NEOs had termination occurred on December 31, 2017,2019, is found underPotential Payments on Termination or Change of Control on page 56.55.
Tax Deductibility Considerations
The committee’s policy is to consider the tax treatment of compensation paid to our executive officers with appropriate rewards for their performance. Section 162(m) of the Internal Revenue Code generally disallows public companies a tax deduction for their compensation in excess of $1.0 million paid to their chief executive officers and certain of their other executive officers. Prior to the enactment of the Tax Cuts and Jobs Act (“TCJA”), signed into law on December 22, 2017, this limitation did not apply to “qualified performance-based compensation” within the meaning of Section 162(m). Prior to the enactment of the TCJA, we generally endeavored to design and administer our executive
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As the result of the TCJA, the exception to the deduction limit of Section 162(m) for “qualified performance-based compensation” is not applicable to compensation programspaid after January 1, 2018 unless paid pursuant to any written binding contract (such as certain long-term equity incentive compensation awards) which was in a manner that would preserveeffect on November 2, 2017. While the deductibilitycommittee considers the tax treatment of performance-based compensation paid to our executive officers butand the potentialnon-deductibility of compensation under Section 162(m), the committee also believedbelieves that stockholderthe interests wouldof our stockholders are best be served if we retainedretain discretion and flexibility in awarding compensation to our NEOs, even where the compensation paid under such programs may not be fully deductible (and the committee has approved and may continue to approve the payment of compensation that is outside of the deductibility limitations of Section 162(m)).
As the result of the TCJA, the full deductibility of “qualified performance-based compensation” will no longer apply to compensation paid after January 1, 2018 unless paid pursuant to a written binding contract, such as certain long-term equity incentive compensation awards that the committee granted prior to November 2, 2017. The committee will continue to retain the flexibility to design and maintain our executive compensation programs in a manner that is most beneficial to our stockholders, including the payment of compensation that may not be deductible under Section 162(m).
Because we qualify as a REIT for Federal income tax purposes, we expect to distribute at least 100% of our net taxable income each year and therefore will not pay Federal income tax on our REIT taxable income. As a result, based on the level of cash compensation paid to our executive officers, we do not expect that the possibleany loss of a Federal income tax deduction as a result of Section 162(m) would materially impact our income tax liability. The committee will continue to monitor the tax and other consequences of our executive compensation programs as part of its primary objective of ensuring that compensation paid to our executives is reasonable, performance-based and consistent with our goals.
Equity Grant Practices
Our omnibus incentive plan allows the committee to grant various types of equity awards to any eligible employee, including the NEOs. Annual equity awards to executives are approved by the committee and occur on the date of our first quarterly committee meeting of each year. Consistent with the terms of our omnibus incentive plan, the committee has also delegated to the CEO the authority to make limited equity grants to new members of our management team, which are then ratified by the committee.
These awards are granted pursuant to a formula based on a specified dollar amount, with the number of shares for each RSU award determined by dividing the dollar amount by the closing market price of our
stock on the date immediately prior to the grant date. Annual RSU awards for directors are approved by the committee and are granted on the date the director is elected to the Board. These awards are granted pursuant to a formula based on a specified dollar amount, with the number of shares for each RSU grant determined by dividing the dollar amount by the closing market price of our stock on the date immediately prior to the grant date.
Role of the Human Resources Committee and Management
The committee awards compensation to our NEOs and other executives consistent with our philosophy that compensation paid to our executives be fair, reasonable and competitive. The committee establishes and monitors compliance with our compensation philosophy, and the committee also oversees the development and administration of our compensation programs. Our management is responsible for the administration of our compensation programs once approved by the committee.
The committee makes all compensation decisions with respect to our NEOs, which are ratified by our Board. Our CEO annually reviews the performance of, and provides compensation recommendations for, each NEO (other than the CEO). In the case of the CEO, the CEO provides the committee with a self-assessment of his performance. The committee then reviews these items and discusses and approves compensation for each NEO based on the considerations previously discussed.
For a complete description of the committee’s members and its responsibilities, as well as information regarding the authority of our CEO to make limited equity grants to new members of our management team, seeCommittees of the Boardon page 23.18. You may also view the committee’s charter on our website atwww.rymanhp.com (under “Corporate Governance” on the Investor Relations page).
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Role of the Compensation Consultant
The committee has retained Aon Hewitt as its outside compensation consultant since 2013. During 2017,2019, Aon Hewitt regularly attended committee meetings and reported directly to the committee on matters relating
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to compensation for our executives. During 20172019 the committee requested that Aon Hewitt:Aon:
Advisory Vote on Executive Compensation
At our annual meeting in May 2017,2019, we held a stockholder advisory vote on the compensation of our NEOs, commonly referred to as a “say-on-pay”“say-on-pay” vote. In oursay-on-pay vote, approximately 96.4%91.9% of the stockholder votes, excluding brokernon-votes, were cast in favor of thesay-on-pay resolution. As the committee reviewed our compensation practices, it was mindful of the level of support our stockholders had previously expressed for our compensation programs, including our “pay for performance” philosophy and emphasis on variable compensation.
The committee intends to continue to consider the outcome of future advisorysay-on-pay votes when making executive compensation decisions.
At its February 21, 201819, 2020 meeting (which took place prior to the designation ofCOVID-19 as a pandemic), the committee reviewed and approved the compensation to be paid to the NEOs for 2018,2020, in light of our compensation philosophy described above.philosophy.
Base Salary
TheFollowing a review of current compensation levels at the company and at peer companies, the committee determined that the following adjustments to base salariessalary were necessary to maintain a market-competitive level of compensation for 2018 should be increased as follows:the NEOs in 2020:
2018 Base ($) | % Increase from 2017 Base Salary | 2020 Base ($) | % Increase from 2019 Base Salary | |||||||||||||
Colin Reed | 925,000 | - | 1,100,000 | 10.0 | % | |||||||||||
Mark Fioravanti | 530,450 | 3.0 | % | 600,000 | 9.8 | % | ||||||||||
Bennett Westbrook | 397,838 | 3.0 | % | 440,000 | 7.4 | % | ||||||||||
Patrick Chaffin | 334,750 | 3.0 | % | 475,000 | 11.8 | % | ||||||||||
Scott Lynn | 344,500 | 6.0 | % | 400,000 | 10.6 | % |
In March 2020 the NEOs voluntarily elected to defer these increases to base salary as a result of theCOVID-19 pandemic and its related impact on our business operations for ato-be-determined period of time during theCOVID-19 pandemic. In addition, in March 2020 Mr. Reed also elected to reduce his base salary by 50% for ato-be-determined period of time during theCOVID-19 pandemic.
Short-Term Cash Incentive Compensation
The committee also established criteria for short-term cash incentive compensation pursuant to our omnibus incentive plan.
The committee determined that each NEO will have the opportunity to earn the following percentage of his base salary based on the achievement of designated financial goals established under the incentive compensation plan, based on Further Adjusted AFFO goals (and, in the case of Mr. Reed, designated strategic objectives) established by the committee, at the following threshold, target and stretch levels:
Threshold Level | Target Level | Stretch Level | ||||||
Colin Reed | 75% | 150% | 300% | |||||
Mark Fioravanti | 62.5% | 125% | 250% | |||||
Bennett Westbrook | 50% | 100% | 200% | |||||
Patrick Chaffin | 50% | 100% | 200% | |||||
Scott Lynn | 50% | 100% | 200% |
These percentages were unchanged from 2017. 2019.
2020 NOTICE OF MEETING AND PROXY STATEMENT |
In choosing the Further Adjusted AFFO “target” performance goal for 2018,2020 at its February 19, 2020 meeting the committee considered the general economic climate then expected in 2018,2020, the expected conditions in the hospitality industry and our expected financial performance, including our guidance for 2018,2020, as reflected in our earnings release issued in the first quarter of 2018.2020. In setting these goals, the committee attempted to set performance goals to ensure that the relative level of difficulty of achieving these levels was consistent with prior years.
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In establishing these targets for 2018,2020, the committee has made a determination that it will have the discretion to adjust AFFO for the year to exclude losses or expense, or income or gain, related to certain unusual, or infrequently occurring or other specified events as set forth in our omnibus incentive plan.
In addition, under the terms of our omnibus incentive plan, the committee may exercise negative discretion in determining the final amounts of the short-term cash incentive awards payable at any given level of performance to ensure that such awards accurately reflect our actual performance. The committee also has retained the discretion to lower the amount of, or not award, annual cash incentive compensation otherwise payable to an executive under the plan for 20182020 if the executive does not attain a minimum-level annual performance rating under the company’s employee evaluation program,
which is a prerequisite to receiving cash incentive compensation under the plan.
At this time, the committee has made no decisions with respect to the impact of theCOVID-19 pandemic upon the company’s short-term cash incentive compensation program for 2020.
Long-Term Equity Incentive Compensation
The committee also made the following long-term equity incentive compensation awards to the NEOs:
Performance- (#) | Time- Based RSU (#) | Performance- (#) | Time- (#) | |||||||||||||
Colin Reed | 16,823 | 17,929 | 16,811 | 18,571 | ||||||||||||
Mark Fioravanti | 5,360 | 5,712 | 8,000 | 8,000 | ||||||||||||
Bennett Westbrook | 2,680 | 2,856 | 3,500 | 3,500 | ||||||||||||
Patrick Chaffin | 2,255 | 2,403 | 3,500 | 3,500 | ||||||||||||
Scott Lynn | 2,320 | 2,473 | 3,500 | 3,500 |
(1) | Up to 150% of the performance-based RSUs listed above will vest on March 15, |
(2) | The time-based RSUs vest ratably over four years, beginning March 15, |
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Human Resources Committee Report
The following report of the Human Resources Committee does not constitute soliciting material and should not be deemed incorporated by reference into any other filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent we specifically incorporate this report herein.
The Human Resources Committee (which functions as our compensation committee), comprised of independent directors, reviewed and discussed the above Compensation Discussion and Analysis with the company’s management. Based on its review and these discussions, the Human Resources Committee recommended to the Board that the Compensation Discussion and Analysis be included in these proxy materials.
Human Resources Committee:
Michael Bender,Patrick Moore, Chairman
Ellen Levine
Robert Prather
Michael Roth
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The Summary Compensation Table below shows compensation information about our principal executive officer, our principal financial officer and the three other most highly compensated executive officers as of December 31, 20172019 other than our principal executive officer and principal financial officer. As required by SEC rules, the compensation amounts listed below includenon-cash items such as the grant date fair value of equity awards (some of which are performance-based and may or may not ultimately be earned).
20172019 Summary Compensation Table
Name and Principal (a) | Year (b) | Salary(1) ($) (c) | Bonus(2) ($) (d) | Stock Awards(3) ($) (e) | Option Awards ($) (f) | Non-Equity Incentive Plan Compen- sation(4) ($) (g) | Change in (h) | All Other ($) (i) | Total ($) (j) | |||||||||||||||||||||
Colin Reed Chairman & Chief | 2017 | 907,830 | 250,000 | 2,565,253 | - | 1,998,831 | - | 103,104 | 5,825,018 | |||||||||||||||||||||
2016 | 838,599 | 241,393 | 2,124,995 | - | 1,258,607 | - | 70,498 | 4,534,092 | ||||||||||||||||||||||
2015 | 782,830 | 156,544 | 2,110,036 | - | 1,343,456 | - | 66,555 | 4,459,421 | ||||||||||||||||||||||
Mark Fioravanti President & Chief | 2017 | 511,676 | - | 792,722 | - | 937,480 | - | 39,857 | 2,281,735 | |||||||||||||||||||||
2016 | 494,368 | - | 750,025 | - | 618,169 | - | 38,773 | 1,901,335 | ||||||||||||||||||||||
2015 | 469,407 | 63,817 | 1,265,263 | - | 536,183 | - | 36,155 | 2,370,825 | ||||||||||||||||||||||
Bennett Westbrook EVP & Chief Development Officer | 2017 | 383,792 | - | 396,293 | - | 562,488 | - | 31,318 | 1,373,891 | |||||||||||||||||||||
2016 | 351,776 | - | 433,905 | - | 352,363 | - | 31,124 | 1,169,168 | ||||||||||||||||||||||
2015 | 318,447 | 27,013 | 338,047 | - | 272,987 | - | 27,664 | 984,158 | ||||||||||||||||||||||
Patrick Chaffin SVP, Asset Management | 2017 | 319,368 | - | 333,475 | - | 468,426 | - | 19,624 | 1,140,893 | |||||||||||||||||||||
2016 | 295,522 | - | 299,992 | - | 295,628 | - | 18,644 | 909,786 | ||||||||||||||||||||||
2015 | 274,975 | 39,188 | 367,066 | - | 235,812 | - | 17,197 | 934,238 | ||||||||||||||||||||||
Scott Lynn SVP & General Counsel | 2017 | 319,368 | - | 333,475 | - | 468,426 | - | 21,401 | 1,142,670 | |||||||||||||||||||||
2016 | 293,215 | - | 299,992 | - | 293,443 | - | 19,545 | 906,195 | ||||||||||||||||||||||
2015 | 264,876 | 47,820 | 353,919 | - | 227,180 | - | 20,369 | 914,164 |
Name and Principal (a) | Year (b) | Salary(1) ($) (c) | Bonus(2) ($) (d) | Stock Awards(3) ($) (e) | Option Awards ($) (f) | Non-Equity Incentive Plan Compen- sation(4) ($) (g) | Change in (h) | All Other ($) (i) | Total ($) (j) | |||||||||||||||||||||
Colin Reed Chairman & Chief Executive Officer | 2019 | 982,857 | 181,312 | 2,819,700 | - | 2,118,688 | - | 89,051 | 6,191,608 | |||||||||||||||||||||
2018 | 925,165 | 149,963 | 2,478,521 | - | 1,350,037 | - | 89,014 | 4,992,700 | ||||||||||||||||||||||
2017 | 907,830 | 250,000 | 2,565,253 | - | 1,998,831 | - | 103,104 | 5,825,018 | ||||||||||||||||||||||
Mark Fioravanti President & Chief Financial Officer | 2019 | 542,851 | 125,774 | 939,900 | - | 974,226 | - | 41,339 | 2,624,090 | |||||||||||||||||||||
2018 | 527,049 | 44,635 | 789,659 | - | 635,265 | - | 42,293 | 2,038,901 | ||||||||||||||||||||||
2017 | 511,676 | - | 792,722 | - | 937,480 | - | 39,857 | 2,281,735 | ||||||||||||||||||||||
Bennett Westbrook EVP & Chief Development Officer | 2019 | 407,172 | 40,464 | 469,950 | - | 584,536 | - | 34,551 | 1,536,673 | |||||||||||||||||||||
2018 | 395,296 | 28,841 | 394,829 | - | 381,159 | - | 33,722 | 1,233,847 | ||||||||||||||||||||||
2017 | 383,792 | - | 396,293 | - | 562,488 | - | 31,318 | 1,373,891 | ||||||||||||||||||||||
Patrick Chaffin EVP & Chief Operating Officer | 2019 | 393,055 | 58,092 | 811,510 | - | 566,908 | - | 30,740 | 1,860,305 | |||||||||||||||||||||
2018 | 332,632 | 49,284 | 332,211 | - | 320,716 | - | 19,109 | 1,053,952 | ||||||||||||||||||||||
2017 | 319,368 | - | 333,475 | - | 468,426 | - | 19,624 | 1,140,893 | ||||||||||||||||||||||
Scott Lynn EVP & General Counsel | 2019 | 357,863 | 36,032 | 469,950 | - | 513,968 | - | 17,630 | 1,395,443 | |||||||||||||||||||||
2018 | 340,132 | 26,868 | 341,837 | - | 328,132 | - | 17,405 | 1,054,374 | ||||||||||||||||||||||
2017 | 319,368 | - | 333,475 | - | 468,426 | - | 21,401 | 1,142,670 |
(1) | Amounts shown are not reduced to reflect the NEO’s contributions to our 401(k) plan or elections to defer receipt of salary under our SUDCOMP plan. Amounts shown are the amounts actually paid to the NEO during the year and reflect, to the extent applicable, any changes in the base salary during the year. |
(2) | Represents |
compensation paid to each NEO pursuant to our short-term cash incentive compensation plan is reflected in the column above entitledNon-Equity Incentive Plan Compensation. |
(3) | Represents anon-cash amount equal to the grant date fair value of the time-based RSU awards and performance-based RSU awards granted to the NEO, determined in accordance with FASB ASC Topic 718, disregarding for this purpose estimated forfeitures. |
See Note |
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our Annual Report on Form10-K for the year ended December 31, |
follows: Mr. Reed: |
(4) | Represents amounts paid under our short-term cash incentive compensation plan. |
(5) | The table below lists the components of theAll Other Compensation amount for each NEO listed above: |
Name | Company Match to 401(k) Plan ($)(a) | Company Match to SUDCOMP ($)(b) | Group ($)(c) | Executive ($)(d) | Other ($)(e) | Total ($) | Company Match to 401(k) Plan ($)(a) | Company Match to SUDCOMP ($)(b) | Group ($)(c) | Executive ($)(d) | Other ($)(e) | Total ($) | ||||||||||||||||||||||||||||||||||||
Colin Reed | 10,800 | 30,172 | 25,655 | 3,629 | 32,848 | 103,104 | 11,200 | 32,485 | 25,655 | 3,629 | 16,082 | 89,051 | ||||||||||||||||||||||||||||||||||||
Mark Fioravanti | 10,800 | 16,691 | 7,920 | 3,918 | 528 | 39,857 | 11,200 | 17,709 | 7,920 | 3,918 | 592 | 41,339 | ||||||||||||||||||||||||||||||||||||
Bennett Westbrook | 10,800 | 12,491 | 4,360 | 3,139 | 528 | 31,318 | 11,200 | 13,252 | 4,360 | 3,139 | 2,600 | 34,551 | ||||||||||||||||||||||||||||||||||||
Patrick Chaffin | - | 12,781 | 3,129 | 2,658 | 1,056 | 19,624 | 11,200 | 13,159 | 3,129 | 2,660 | 592 | 30,740 | ||||||||||||||||||||||||||||||||||||
Scott Lynn | 2,700 | 12,192 | 3,248 | 2,733 | 528 | 21,401 | 11,200 | - | 3,105 | 2,733 | 592 | 17,630 |
(a) | We make matching contributions to the 401(k) plan accounts of the NEOs as described inCompensation Discussion and Analysis above. |
(b) | We make matching contributions to the SUDCOMP accounts of the NEOs as described inNonqualified Deferred Compensation below. Does not include company matching amounts for SUDCOMP deferrals with respect to |
(c) | Represents the cost associated with the executive group term life insurance not made available generally to other employees. |
(d) | Represents the cost associated with the executive long term disability insurance not made available generally to other employees. |
(e) | Represents, for Mr. Reed, |
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20172019 Grants of Plan-Based Awards
The table below shows information about (1) the threshold, target and stretch (i.e., maximum) level of annual cash incentive awards for our NEOs for performance during 2017,2019, and (2) RSU awards granted to our NEOs during 20172019 under our long-term equity incentive compensation plan.
20172019 Grants of Plan-Based Awards Table
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Number of Stock or (#)(i) | Grant Date Fair Value of Stock ($)(j) | Estimated Future Payouts UnderNon-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Number of Stock or (#)(i) | Grant Date Fair Value of Stock ($)(j) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name (a) | Grant (b) | Threshold ($)(c) | Target ($)(d) | Maximum ($)(e) | Threshold (#)(f) | Target (#)(g) | Maximum (#)(h) | Grant (b) | Threshold ($)(c) | Target ($)(d) | Maximum ($)(e) | Threshold (#)(f) | Target (#)(g) | Maximum (#)(h) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Colin Reed | 681,729 | 1,363,459 | 2,726,918 | - | - | - | - | - | 737,019 | 1,474,038 | 2,948,077 | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2/22/17 | - | - | - | 9,406 | 18,811 | 28,217 | - | 1,315,265 | 2/21/19 | - | - | - | 7,500 | 15,000 | 22,500 | - | 1,527,150 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
2/22/17 | - | - | - | - | - | - | 18,882 | 1,249,988 | 2/21/19 | - | - | - | - | - | - | 15,000 | 1,292,550 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mark Fioravanti | 319,872 | 639,743 | 1,279,486 | - | - | 339,199 | 678,399 | 1,356,798 | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2/22/17 | - | - | - | 2,907 | 5,813 | 8,720 | - | 406,445 | 2/21/19 | - | - | - | 2.500 | 5,000 | 7,500 | - | 509,050 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
2/22/17 | - | - | - | - | - | - | 5,835 | 386,277 | 2/21/19 | - | - | - | - | - | - | 5,000 | 430,850 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Bennett Westbrook | 191,923 | 383,846 | 767,692 | - | - | - | - | - | 203,520 | 407,039 | 814,079 | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2/22/17 | - | - | - | 1,453 | 2,906 | 4,359 | - | 203,188 | 2/21/19 | - | - | - | 1,250 | 2,500 | 3,750 | - | 254,525 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
2/22/17 | - | - | - | - | - | - | 2,917 | 193,105 | 2/21/19 | - | - | - | - | - | - | 2,500 | 215,425 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Patrick Chaffin | 159,829 | 319,658 | 639,315 | - | - | - | - | - | 196,462 | 392,923 | 785,846 | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2/22/17 | - | - | - | 1,223 | 2,445 | 3,668 | - | 170,954 | 2/21/19 | - | - | - | 1,250 | 2,500 | 3,750 | - | 254,525 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
2/22/17 | - | - | - | - | - | - | 2,455 | 162,521 | 2/21/19 | - | - | - | - | - | - | 2,500 | 215,425 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
5/20/19 | - | - | - | - | - | - | 4,000 | 341,560 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Scott Lynn | 159,829 | 319,658 | 639,315 | - | - | - | - | - | 178,865 | 357,731 | 715,462 | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2/22/17 | - | - | - | 1,223 | 2,445 | 3,668 | - | 170,954 | 2/21/19 | - | - | - | 1,250 | 2,500 | 3,750 | - | 254,525 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
2/22/17 | - | - | - | - | - | - | 2,455 | 162,521 | 2/21/19 | - | - | - | - | - | - | 2,500 | 215,425 |
(1) | Represents threshold, target and stretch performance goal achievement payout levels established under our annual short-term cash incentive plan for |
(2) | Consists of performance-based RSUs awarded under our long-term equity incentive compensation plan. Each RSU is equivalent to one share of our common stock on the date of grant. The RSUs are earned for achieving specified calculated TSR targets over a three-year performance period beginning January 1, |
(3) | Consists of time-based RSUs awarded under our long-term equity incentive compensation plan. Each RSU is equivalent to one share of common stock on the date of grant. |
(4) | Grant date fair value of the RSU awards to the NEOs is determined in accordance with FASB ASC Topic 718, disregarding for this purpose estimated forfeitures. See Note |
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Outstanding Equity Awards at 20172019 Fiscal Year End
The table below shows information about the outstanding equity awards held by our NEOs as of December 31, 2017.2019.
Outstanding Equity Awards at 20172019 Fiscal Year End Table
Option Awards | Stock Awards | Option Awards | Stock Awards | |||||||||||||||||||||||||||||
Name (a) | Number of (#)(b) | Number of (#)(c) | Option ($)(d) | Option Date (e) | Number of (#)(f) | Market ($)(g) | Equity Number of (#)(h) | Equity Market or ($)(i) | Number of (#)(b) | Number of (#)(c) | Option ($)(d) | Option Date (e) | Number of (#)(f) | Market ($)(g) | Equity Number of (#)(h) | Equity Market or ($)(i) | ||||||||||||||||
Colin Reed | - | - | - | - | 55,163 | 3,807,350 | - | - | - | - | - | - | 47,148 | 4,085,846 | - | - | ||||||||||||||||
- | - | - | - | - | - | 68,250 | 4,710,615 | - | - | - | - | - | - | 60,040 | 5,203,066 | |||||||||||||||||
Mark Fioravanti | - | - | - | - | 28,979 | 2,000,131 | - | - | - | - | - | - | 15,356 | 1,330,751 | - | - | ||||||||||||||||
- | - | - | - | - | - | 23,347 | 1,611,410 | - | - | - | - | - | - | 19,080 | 1,653,473 | |||||||||||||||||
Bennett Westbrook | - | - | - | - | 10,832 | 747,625 | - | - | - | - | - | - | 8,714 | 755,155 | - | - | ||||||||||||||||
- | - | - | - | - | - | 10,771 | 743,414 | - | - | - | - | - | - | 9,539 | 826,650 | |||||||||||||||||
Patrick Chaffin | - | - | - | - | 8,748 | 603,787 | - | - | - | - | - | - | 10,893 | 943,987 | - | - | ||||||||||||||||
- | - | - | - | - | - | 8,499 | 586,601 | - | - | - | - | - | - | 8,423 | 729,937 | |||||||||||||||||
Scott Lynn | - | - | - | - | 8,657 | 597,506 | - | - | - | - | - | - | 6,860 | 594,488 | - | - | ||||||||||||||||
- | - | - | - | - | - | 8,403 | 579,975 | - | - | - | - | - | - | 8,488 | 735,570 |
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(1) | The following table provides information as of December 31, |
Grant Date | Vesting Date | Colin Reed | Mark Fioravanti | Bennett Westbrook | Patrick Chaffin | Scott Lynn | Vesting Date | Colin Reed | Mark Fioravanti | Bennett Westbrook | Patrick Chaffin | Scott Lynn | ||||||||||||||||||||||||||||||||||||
2/26/2014 | 2/26/2018 | 7,137 | 3,002 | 1,139 | 1,126 | 1,126 | ||||||||||||||||||||||||||||||||||||||||||
2/24/2015 | 3/15/2018 | 5,174 | 1,840 | 827 | 1,264 | 1,219 | ||||||||||||||||||||||||||||||||||||||||||
3/1/2015 | 3/15/2018 | - | 4,931 | - | - | - | ||||||||||||||||||||||||||||||||||||||||||
2/24/2016 | 3/15/2018 | 6,026 | 2,127 | 951 | 849 | 849 | 3/15/2020 | 6,502 | 2,291 | 1,016 | 908 | 908 | ||||||||||||||||||||||||||||||||||||
2/22/2017 | 3/15/2018 | 4,900 | 1,514 | 757 | 637 | 637 | 3/15/2020 | 5,319 | �� | 1,640 | 818 | 687 | 687 | |||||||||||||||||||||||||||||||||||
2/21/2018 | 3/15/2020 | 4,836 | 1,540 | 769 | 647 | 665 | ||||||||||||||||||||||||||||||||||||||||||
2/21/2019 | 3/15/2020 | 3,875 | 1,292 | 646 | 646 | 646 | ||||||||||||||||||||||||||||||||||||||||||
6/27/2016 | 6/27/2018 | - | - | 1,081 | - | - | 6/27/2020 | - | - | 1,172 | - | - | ||||||||||||||||||||||||||||||||||||
2/24/2015 | 3/15/2019 | 5,174 | 1,839 | 826 | 1,264 | 1,218 | ||||||||||||||||||||||||||||||||||||||||||
3/1/2015 | 3/15/2019 | - | 4,931 | - | - | - | ||||||||||||||||||||||||||||||||||||||||||
2/24/2016 | 3/15/2019 | 6,026 | 2,127 | 950 | 849 | 849 | ||||||||||||||||||||||||||||||||||||||||||
2/22/2017 | 3/15/2019 | 4,900 | 1,514 | 757 | 637 | 637 | 3/15/2021 | 5,319 | 1,639 | 818 | 687 | 687 | ||||||||||||||||||||||||||||||||||||
6/27/2016 | 6/27/2019 | - | - | 1,081 | - | - | ||||||||||||||||||||||||||||||||||||||||||
2/24/2016 | 3/15/2020 | 6,026 | 2,126 | 950 | 849 | 849 | ||||||||||||||||||||||||||||||||||||||||||
2/22/2017 | 3/15/2020 | 4,900 | 1,514 | 757 | 637 | 637 | ||||||||||||||||||||||||||||||||||||||||||
2/22/2017 | 3/15/2021 | 4,900 | 1,514 | 756 | 636 | 636 | ||||||||||||||||||||||||||||||||||||||||||
2/21/2018 | 3/15/2021 | 4,836 | 1,540 | 769 | 647 | 665 | ||||||||||||||||||||||||||||||||||||||||||
2/21/2019 | 3/15/2021 | 3,875 | 1,292 | 646 | 646 | 646 | ||||||||||||||||||||||||||||||||||||||||||
2/21/2018 | 3/15/2022 | 4,836 | 1,540 | 769 | 646 | 665 | ||||||||||||||||||||||||||||||||||||||||||
2/21/2019 | 3/15/2022 | 3,875 | 1,291 | 646 | 646 | 646 | ||||||||||||||||||||||||||||||||||||||||||
5/20/2019 | 5/20/2022 | - | - | - | 2,044 | - | ||||||||||||||||||||||||||||||||||||||||||
2/21/2019 | 3/15/2023 | 3,875 | 1,291 | 645 | 645 | 645 | ||||||||||||||||||||||||||||||||||||||||||
5/20/2019 | 5/20/2023 | - | - | - | 2,044 | - |
(2) | Market value was determined based on the December |
(3) | The following table provides information with respect to the vesting of the performance-based RSUs granted to each NEO: |
Grant Date | Vesting Date | Colin Reed | Mark Fioravanti | Bennett Westbrook | Patrick Chaffin | Scott Lynn | ||||||||||||||||
2/24/2015(a) | 3/15/2018 | 25,589 | 9,116 | 4,100 | 2,687 | 2,591 | ||||||||||||||||
2/24/2016(b) | 3/15/2019 | 23,850 | 8,418 | 3,765 | 3,367 | 3,367 | ||||||||||||||||
2/22/2017(b) | 3/15/2020 | 18,811 | 5,813 | 2,906 | 2,445 | 2,445 |
Grant Date | Vesting Date | Colin Reed | Mark Fioravanti | Bennett Westbrook | Patrick Chaffin | Scott Lynn | ||||||||||||||||
2/22/2017(a) | 3/15/2020 | 28,217 | 8,720 | 4,359 | 3,668 | 3,668 | ||||||||||||||||
2/21/2018(b) | 3/15/2021 | 16,823 | 5,360 | 2,680 | 2,255 | 2,320 | ||||||||||||||||
2/21/2019(b) | 3/15/2022 | 15,000 | 5,000 | 2,500 | 2,500 | 2,500 |
(a) | The number of shares listed above with respect to the February |
(b) | The number of RSUs listed above with respect to the February |
assume vesting at the target (100%) performance level, in each case taking into account performance to date with respect to the performance metrics under the award agreement. Each RSU is equivalent to one share of our common stock on the date of grant. The RSUs are earned for achieving specified calculated TSR targets over a three-year performance period (a period from January 1, |
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20172019 Option Exercises and Stock Vested
The table below shows information about the exercise of stock options by the NEOs and the vesting of the NEOs’ RSU awards in 2017.2019.
20172019 Option Exercises and Stock Vested Table
Option Awards | Stock Awards | Option Awards | Stock Awards | |||||||||||||||||||||
Name (a) |
Number of Acquired (#)(b) | Value Realized ($)(c) | Number (#)(d) | Value ($)(e) |
Number of Acquired (#)(b) | Value Realized Exercise ($)(c) | Number (#)(d) | Value ($)(e) | ||||||||||||||||
Colin Reed | - | - | 60,461 | 3,951,980 | - | - | 57,324 | 4,745,854 | ||||||||||||||||
Mark Fioravanti | - | - | 24,217 | 1,586,011 | - | - | 25,051 | 2,073,972 | ||||||||||||||||
Bennett Westbrook | - | - | 9,467 | 619,251 | - | - | 10,208 | 840,067 | ||||||||||||||||
Patrick Chaffin | - | - | 9,233 | 603,753 | - | - | 8,549 | 707,772 | ||||||||||||||||
Scott Lynn | - | - | 9,186 | 600,817 | - | - | 8,520 | 705,371 |
(1) |
Equal to the number of shares of common stock issued upon vesting of RSUs multiplied by the closing market |
price of our common stock on the NYSE on the day prior to the vesting date. |
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Other Compensation Information
No NEOs participate in our frozen defined benefit plan.
Nonqualified Deferred Compensation
Supplemental Deferred Compensation
Our supplemental deferred compensation plan, or SUDCOMP, is a nonqualified plan that allows eligible participants, including NEOs (whose ability to contribute amounts to our 401(k) plan may be limited by IRS regulations), to defer up to 40% of their base salary, less amounts deferred under our 401(k) plan, and up to 100% of their short-term cash incentive compensation. We contribute one dollar for each dollar contributed by the participant, up to four percent of the participant’s contributions (less matching amounts under our 401(k) plan).
Participants elect hypothetical investment options mirroring the funds in our 401(k) plan, with the exception of company stock. Participants can change their investment selections on a daily basis in the same manner as the 401(k) plan. Deferred amounts are credited with earnings or losses based on the rate of return of the investment options selected by the participant. When participants elect to defer amounts into the SUDCOMP, they also select when the amounts will be distributed to them. Distributions may either be made in a specific year (whether or not employment has then ended) or at a time that begins at or after termination of employment. Distributions can be made in a lump sum or up to 15 annual installments. However, after a participant’s employment ends, his or her account balance is automatically distributed in a lump sum (without regard to his or her election) if the balance is $10,000 or less.
Supplemental Executive Retirement Plan
When we recruited Mr. Reed to join us in 2001, we agreed to establish a supplemental executive retirement plan, or SERP, for Mr. Reed with an initial retirement benefit of $2.5 million. We believed at the time (and continue to believe) that the SERP was a material factor in Mr. Reed’s agreement to give up benefits at his former employer and to begin working
for us. We believe that the SERP benefit was
necessary to attract and retain a highly qualified executive such as Mr. Reed. Mr. Reed’s April 23, 2001 employment agreement with us established the SERP, which fully vested on April 23, 2005.
In 2004, as part of an amendment to Mr. Reed’s employment agreement extending his employment term, we agreed to adjust the initial SERP benefit for hypothetical investment earnings or losses, based on the performance of one or more mutual funds selected by Mr. Reed. At that time, we also agreed to pay Mr. Reed an additional retirement benefit under the SERP of $1.0 million, as adjusted beginning April 23, 2005 for hypothetical investment earnings or losses, based on the performance of one or more mutual funds selected by Mr. Reed. This additional SERP benefit fully vested on May 1, 2010. Mr. Reed is entitled to receive all of his SERP benefit upon any termination of employment. Mr. Reed has elected to receive his SERP benefits, as adjusted, in the form of one lump sum payment.
On February 4, 2008, we entered into a new employment agreement with Mr. Reed which did not modify the terms of the SERP. On December 18, 2008, we amended Mr. Reed’s employment agreement to allow him to make an irrevocable election to invest his SERP benefit in our common stock. We established an independent rabbi trust and transferred cash in an amount equal to the then-current balance of the SERP benefit, and the independent trustee of the rabbi trust purchased shares of our common stock in the open market.
Mr. Reed is now only entitled to a distribution of our stock and any accrued cash dividends held by the rabbi trust in satisfaction of his SERP benefit. We believe that the ownership of shares of common stock by the rabbi trust and the distribution of those shares and any accrued cash dividends to Mr. Reed in satisfaction of his SERP benefit meets requirements necessary so that we will not recognize any increase
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necessary so that we will not recognize any increase or decrease in expense as a result of subsequent changes in the value of our common stock. The terms of the rabbi trust provide that, to the extent that the
shares owned by the rabbi trust are entitled to vote on any matter, the rabbi trustee will be entitled to vote such shares.
20172019 Nonqualified Deferred Compensation Table
The table below shows each NEO’s salary deferrals, company matching obligations, earnings and account balances in the SUDCOMP (and, in the case of Mr. Reed, his SERP), as of December 31, 2017.2019.
Name (a) | Plan (b) | Executive ($)(c) | Registrant Contributions ($)(d) | Aggregate ($)(e) | Aggregate ($)(f) | Aggregate ($)(g) | Plan (b) | Executive ($)(c) | Registrant Contributions ($)(d) | Aggregate ($)(e) | Aggregate ($)(f) | Aggregate ($)(g) | ||||||||||||||||||||||||||||||||||
Colin Reed | SUDCOMP | 230,038 | 30,172 | 2,100,490 | - | 20,481,851 | SUDCOMP | 280,432 | 32,485 | 2,670,784 | - | 23,061,874 | ||||||||||||||||||||||||||||||||||
Colin Reed | SERP | (4) | - | - | 5,046,212 | (5) | - | 39,155,598 | (6) | SERP | (4) | - | - | 14,102,937 | (5) | - | 53,615,957 | (6) | ||||||||||||||||||||||||||||
Mark Fioravanti | SUDCOMP | 20,555 | 16,691 | 209,527 | - | 1,200,675 | SUDCOMP | 23,597 | 17,709 | 339,687 | - | 1,600,441 | ||||||||||||||||||||||||||||||||||
Bennett Westbrook | SUDCOMP | 38,455 | 12,491 | 164,060 | - | 939,063 | SUDCOMP | 52,421 | 13,252 | 221,868 | - | 1,195,984 | ||||||||||||||||||||||||||||||||||
Patrick Chaffin | SUDCOMP | 12,781 | 12,781 | 30,459 | - | 209,373 | SUDCOMP | 22,136 | 13,159 | 54,843 | - | 307,708 | ||||||||||||||||||||||||||||||||||
Scott Lynn | SUDCOMP | 38,308 | 12,192 | 35,818 | - | 247,694 | SUDCOMP | - | - | 53,891 | - | 280,840 |
(1) | Amounts in this column are reported as compensation in the |
(2) | None of the amounts in this column are included as compensation in the |
(3) | Of the amounts listed in this column with respect to the SUDCOMP, the following amounts have been reported as compensation in the |
(4) | We have summarized the SERP benefit using the disclosure format prescribed by the SEC for |
nonqualified deferred compensation (under Item 402(i) of SEC RegulationS-K) rather than pension benefits due to the fact that this SERP benefit more closely resembles a “defined contribution” award than a “defined benefit” award. This determination was based on the fact that the value of the SERP benefit in |
(5) | Represents the change in market value of our common stock from December 31, |
(6) | Represents the value of both the initial SERP benefit and the additional SERP benefit as of December 31, |
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Potential Payments on Termination or Change of Control
Employment and Severance Agreements
Mr. Reed, Mr. Fioravanti and Mr. Westbrook each have employment agreements with us, originally entered into in February 2008, with an initialtwo-year term and automatically renewingtwo-year terms (unless either party provides notice ofnon-renewal). Mr. Reed’s employment agreement was amended in December 2008 and September 2010. Mr. Fioravanti’s employment agreement was amended in February 2010 and September 2010. Mr. Westbrook’s employment agreement was amended in September 2010. In November 2012, Mr. Reed’s, Mr. Fioravanti’s and Mr. Westbrook’s employment agreements were amended in connection with our REIT restructuring. Mr. Fioravanti’s employment agreement was amended in March 2015. Mr. Westbrook’s employment agreement was amended in July 2016. Mr. Reed’s, Mr. Fioravanti’s and Mr. Westbrook’s employment agreements, together with each of their equity incentive award agreements and the terms of our incentive and other benefit plans, provide for cash payments and other benefits in connection with their termination of employment in various circumstances, including in the event of a Change of Control (as
defined below). Payment of these amounts generally is conditioned upon compliance with the other provisions of the agreement, which include confidentiality obligations and nonsolicitation and noncompetition provisions.
Mr. Chaffin and Mr. Lynn each have restated severance agreements with us, entered into in February 2018 (replacing severance agreements entered into in October 2010 and February 2013, respectively), with aone-year term and automatic renewals of one year following the initial term (unless either party provides notice ofnon-renewal). The severance agreements provide for cash payments and other benefits only in connection with Mr. Chaffin’s and Mr. Lynn’s termination of employment in the event of a Change of Control. Payment of these amounts generally is conditioned upon compliance with the other provisions of the severance agreement, which include confidentiality obligations. In addition, Mr. Chaffin’s and Mr. Lynn’s equity incentive award agreements, and the terms of our incentive and other benefit plans, provide for other benefits in connection with their termination of employment in various circumstances, including in the event of a Change of Control.
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Description of Potential Payments on Termination or Change of Control
The discussion below outlines our obligations to our NEOs upon a termination or Change of Control. Except as otherwise noted, the discussion applies to each NEO.
Payments Made on Any Termination of Employment
Regardless of the manner in which anyan NEO’s employment with us is terminated, the NEO would be entitled to receive amounts which have been earned by the NEO pursuant to the terms of our incentive and other benefit plans(1).
Payments Made on Termination With Cause or Resignation Without Good Reason
Mr. Reed’s, Mr. Fioravanti’s and Mr. Westbrook’s employment agreements each provide that if the executive is terminated for Cause(2)or if he resigned without Good Reason(3) he would not be entitled to receive any payments (other than as listed underPayments Made on Any Termination of Employment).
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(1) | These amounts consist of: (1) accrued but unpaid base salary through the date of termination; (2) any unpaid portion of any annual short-term cash incentive compensation bonus for prior calendar years; (3) accrued but unpaid vacation pay, unreimbursed employment-related expenses and other benefits owed to the NEO under our general employee benefit plans or policies; (4) all vested 401(k) plan and SUDCOMP account balances; and (5) in the case of Mr. Reed, his SERP benefit. |
(2) | Under Mr. Reed’s, Mr. Fioravanti’s and Mr. Westbrook’s employment agreements, the term “Cause” is defined as: fraud, self-dealing, embezzlement or dishonesty in the course of employment, or any conviction of a crime involving moral turpitude; a failure to comply with any valid or legal company directive, or any material uncured breach of obligations under the employment agreement; or the executive’s failure to adequately perform his responsibilities, as demonstrated by objective and verifiable evidence showing that the business operations under his control have been materially harmed as a result of gross negligence or willful misconduct. |
(3) | Under Mr. Reed’s, Mr. Fioravanti’s and Mr. Westbrook’s employment agreements, the term “Good Reason” is defined as: any adverse change in the executive’s position or title (whether or not approved by our Board), any assignment over the executive’s reasonable objection to any duties materially inconsistent with his current status or a substantial adverse alteration in the nature of his responsibilities; a reduction in the executive’s annual base salary; a failure to pay any portion of the executive’s current compensation, or a failure to continue in effect any material compensatory plan (or equivalent) in which the executive may participate; permanent relocation of the executive’s principal place of employment to a location other than our corporate headquarters; a failure to provide, or a material reduction of, any insurance, retirement savings plan or other employee benefits package substantially similar to those enjoyed by other senior executives in which the executive is entitled to participate; or a material uncured breach of the company’s obligations under the executive’s employment agreement (or the company’s failure to renew it). |
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Payments Made on Death or Disability
Mr. Reed’s, Mr. Fioravanti’s and Mr. Westbrook’s employment agreements, together with their equity incentive award agreements and the terms of our incentive and other benefit plans, provide for the following payments and other benefits (in addition to payments under our disability or life insurance plans) if the executive dies or becomes “permanently disabled” (defined as a physical or mental incapacity rendering him unable to perform job duties for 90 consecutive days or for a total of 180 days in any 12 month period):
• | all amounts underPayments Made on Any Termination of Employment above; | |
• a pro rata portion of his annual short-term cash incentive compensation in the year of termination; | ||
• the immediate vesting of all time-based RSUs; | ||
• for all performance-based RSUs, a pro rata (based on length of service during the performance period) portion of the awards actually vesting to the extent of satisfaction of the applicable performance criteria; | ||
• the accelerated vesting of all outstanding stock option awards (with an exercise period ending on the option expiration date); and | ||
• in the case of Mr. Reed, continuation of health care coverage at employee rates for Mr. Reed and his spouse until the earlier of their election to terminate coverage (or theirnon-payment of premiums), their death or until we stop providing health care coverage to our employees. |
In the event of Mr. Chaffin’s or Mr. Lynn’s death or permanent disability, the executive would be entitled, under the terms of his equity incentive award agreements and the terms of our incentive and other benefit plans, to the following (in addition to payments under our disability or life insurance plans):
• | all amounts underPayments Made on Any Termination of Employment above; | |
• the immediate vesting of all time-based RSUs; | ||
• for all performance-based RSUs, a pro rata (based on length of service during the performance period) portion of the awards actually vesting to the extent of satisfaction of the applicable performance criteria; and | ||
• the accelerated vesting of all outstanding stock option awards (with an exercise period ending on the option expiration date). |
Payments Made on Termination Without Cause or Resignation for Good Reason (Other Than Following a Change of Control)
Mr. Reed’s, Mr. Fioravanti’s and Mr. Westbrook’s employment agreements, together with their equity incentive award agreements and the terms of our incentive and other benefit plans, provide for the following payments and other benefits if the executive is terminated without Cause (or resigned for Good Reason), other than following a Change of Control:
• | all amounts underPayments Made on Any Termination of Employmentabove; | |
• the following severance payment: |
Mr. Reed | Mr. Fioravanti &
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2x base salary plus 2x last year’s annual short-term cash incentive compensation | 1x base salary plus 1x last year’s annual short-term cash incentive compensation |
• in the case of Mr. Fioravanti and Mr. Westbrook, a pro rata portion of his annual cash bonus in the year of termination; |
• immediate vesting of RSUs as follows (in the case of performance-based RSUs, to the extent of the satisfaction of applicable performance criteria): |
Mr. Reed | Mr. Fioravanti &
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all awards scheduled to vest within 2 years of termination | all awards scheduled to vest within 1 year of termination |
• the accelerated vesting of the following stock option awards: |
Mr. Reed | Mr. Fioravanti & Mr. Westbrook | |
all unvested stock options scheduled to vest within 2 years of termination | all unvested stock options scheduled to vest within 1 year of termination |
Mr. Reed would have 2 years from termination to exercise the awards, while Mr. Fioravanti and Mr. Westbrook would have 1 year from termination to exercise the awards; and | |
• in the case of Mr. Reed, continuation of health care coverage at employee rates for Mr. Reed and his spouse until the earlier of their election to terminate coverage (or theirnon-payment of premiums), their death or until we stop providing health care coverage to our employees. |
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Payments Made on Termination Without Cause or Resignation for Good Reason Following a Change of Control
Mr. Reed’s, Mr. Fioravanti’s and Mr. Westbrook’s employment agreements (and Mr. Chaffin’s and Mr. Lynn’s severance agreements), together with their equity incentive award agreements and the terms of our incentive and other benefit plans, provide for payments and other benefits in the event of a termination in a designated period(3) following a “Change of Control”. With respect to the employment agreements with Mr. Reed, Mr. Fioravanti and Mr. Westbrook (and the severance agreements with Mr. Chaffin and Mr. Lynn), a “Change of Control” is deemed to occur if:
If any of our NEOs were terminated without Cause(4)(or resigned for Good Reason(5)) following a Change of Control within the designated period, the executive would be entitled to receive:
• all amounts underPayments Made on AnyTermination of Employment above; |
• the following severance payment: | ||
Mr. Reed, Mr. Fioravanti & Mr. Westbrook | Mr. Chaffin & Mr. Lynn | |
3x base salary plus 3x highest short-term cash incentive compensation last 3 years | 2x base salary plus 2x last year’s annual short-term cash incentive compensation | |
• immediate vesting of all RSUs, with performance-based RSUs vesting at the target level; | ||
• the accelerated vesting of all outstanding stock option awards. Each NEO would have 2 years from termination to exercise the awards; | ||
• continuation of health care coverage at employee rates: for Mr. Reed and | ||
• in the case of Mr. Fioravanti and Mr. Westbrook, executive physical examination fees for 3 years. |
In addition, under the terms of our omnibus incentive plans and the award agreements issued thereunder, in the event of a Change of Control(6), irrespective of any termination of employment, all outstanding RSU awards held by our NEOs and other employees would vest immediately, with performance-based RSUs vesting at target level, and all outstanding stock option awards held by our NEOs and other employees would automatically accelerate and become exercisable.
(3) | For Mr. Reed, Mr. Fioravanti and Mr. Westbrook, this period is one year. For Mr. Chaffin and Mr. Lynn, this period is two years. |
(4) | The severance agreements for Mr. Chaffin and Mr. Lynn provide that the executive may be terminated for Cause if he was terminated for gross misconduct. |
(5) | The severance agreements for Mr. Chaffin and Mr. Lynn provide that the executive may terminate his employment for Good Reason following a Change of Control if: his salary is reduced, there is a material reduction in his benefits or there is a material change in his status, working conditions or management responsibilities; or he is required to relocate his residence more than 100 miles from our corporate headquarters. |
(6) | Under our 2016 and 2006 omnibus incentive plans, a “Change of Control” is deemed to occur if: (i) any person (subject to certain exceptions) becomes the beneficial owner of 35% or more of the combined voting power of our then outstanding voting securities; (ii) two-thirds of the incumbent members of our Board cease to serve on our Board without the consent of the incumbent Board; (iii) following the consummation of a merger, consolidation or reorganization, (a) the holders of our voting securities immediately prior to the transaction hold less than a majority of the combined voting power of the resulting entity in substantially the same proportion as their ownership prior to such merger, consolidation or reorganization, (b) the individuals who were members of the incumbent Board immediately prior to the execution of the agreement providing for such transaction constitute less than two-thirds of the members of the board of directors of the resulting entity, and (c) no person (subject to certain exceptions) has beneficial ownership of 35% or more of the resulting entity’s then outstanding voting securities; (iv) we completely liquidate or dissolve the company; or (v) we sell substantially all of our assets to any person, other than a transfer to a subsidiary of the company. |
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Summary of Potential Payments on Termination or Change of Control
The following tables estimate the value of the potential payments on termination or change of control of the company for the NEOs as of December 31, 2017.2019.
Benefits and Payments Upon Termination | Termination ($) | Retirement ($) | Death or ($) | Termination ($) | Termination ($) | Termination ($) | Retirement ($) | Death or ($) | Termination ($) | Termination ($) | ||||||||||||||||||||||||||||||
Cash Severance | ||||||||||||||||||||||||||||||||||||||||
Mr. Reed | - | - | - | 4,367,214 | (1) | 9,188,796 | (2) | - | - | - | 4,700,074 | (1) | 9,356,064 | (2) | ||||||||||||||||||||||||||
Mr. Fioravanti | - | - | - | 1,133,169 | (3) | 4,154,313 | (2) | - | - | - | 1,181,665 | (3) | 4,561,878 | (2) | ||||||||||||||||||||||||||
Mr. Westbrook | - | - | - | 738,613 | (3) | 2,552,532 | (2) | - | - | - | 790,959 | (3) | 2,983,008 | (2) | ||||||||||||||||||||||||||
Mr. Chaffin | - | - | - | - | 1,241,256 | (1) | - | - | - | - | 1,491,432 | (1) | ||||||||||||||||||||||||||||
Mr. Lynn | - | - | - | - | 1,236,886 | (1) | - | - | - | - | 1,379,664 | (1) | ||||||||||||||||||||||||||||
Non-Equity Incentive Compensation(4) | ||||||||||||||||||||||||||||||||||||||||
Mr. Reed | - | - | 2,248,831 | - | - | - | - | 2,118,688 | - | - | ||||||||||||||||||||||||||||||
Mr. Fioravanti | - | - | 937,480 | 937,480 | - | - | - | 974,226 | 974,226 | - | ||||||||||||||||||||||||||||||
Mr. Westbrook | - | - | 562,488 | 562,488 | - | - | - | 584,536 | 584,536 | - | ||||||||||||||||||||||||||||||
Mr. Chaffin | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
Mr. Lynn | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
Performance-Based RSU Accelerated Vesting(5) | Performance-Based RSU Accelerated Vesting(5) |
| Performance-Based RSU Accelerated Vesting(5) |
| ||||||||||||||||||||||||||||||||||||
Mr. Reed | - | - | 2,707,620 | 2,823,539 | 4,121,874 | - | - | 3,035,440 | 3,088,042 | 4,387,942 | ||||||||||||||||||||||||||||||
Mr. Fioravanti | - | - | 940,519 | 419,435 | 1,401,658 | - | - | 957,940 | 503,755 | 1,401,552 | ||||||||||||||||||||||||||||||
Mr. Westbrook | - | - | �� | 428,731 | 188,632 | 649,064 | - | - | 478,970 | 251,834 | 700,732 | |||||||||||||||||||||||||||||
Mr. Chaffin | - | - | 334,795 | - | 524,759 | - | - | 414,495 | - | 623,952 | ||||||||||||||||||||||||||||||
Mr. Lynn | - | - | 330,378 | - | 520,342 | - | - | 418,221 | - | 629,585 | ||||||||||||||||||||||||||||||
Time-Based RSU Accelerated Vesting(6) | Time-Based RSU Accelerated Vesting(6) |
| Time-Based RSU Accelerated Vesting(6) |
| ||||||||||||||||||||||||||||||||||||
Mr. Reed | - | - | 3,807,350 | 2,715,040 | 3,807,350 | - | - | 4,085,846 | 2,995,143 | 4,085,846 | ||||||||||||||||||||||||||||||
Mr. Fioravanti | - | - | 2,000,131 | 925,834 | 2,000,131 | - | - | 1,330,751 | 586,082 | 1,330,751 | ||||||||||||||||||||||||||||||
Mr. Westbrook | - | - | 747,625 | 328,190 | 747,625 | - | - | 755,155 | 383,124 | 755,155 | ||||||||||||||||||||||||||||||
Mr. Chaffin | - | - | 603,787 | - | 603,787 | - | - | 943,987 | - | 943,987 | ||||||||||||||||||||||||||||||
Mr. Lynn | - | - | 597,506 | - | 597,506 | - | - | 594,488 | - | 594,488 | ||||||||||||||||||||||||||||||
Other Benefits and Perquisites | ||||||||||||||||||||||||||||||||||||||||
Mr. Reed | - | - | 223,965 | (7) | 223,965 | (7) | 223,965 | (7) | - | - | 205,170 | (7) | 205,170 | (7) | 205,170 | (7) | ||||||||||||||||||||||||
Mr. Fioravanti | - | - | - | - | 41,157 | (8) | - | - | - | - | 39,192 | (8) | ||||||||||||||||||||||||||||
Mr. Westbrook | - | - | - | - | 70,857 | (8) | - | - | - | - | 65,664 | (8) | ||||||||||||||||||||||||||||
Mr. Chaffin | - | - | - | - | 41,258 | (9) | - | - | - | - | 37,776 | (9) | ||||||||||||||||||||||||||||
Mr. Lynn | - | - | - | - | 41,258 | (9) | - | - | - | - | 37,776 | (9) |
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(1) | Amount equal to two times base salary in effect at December 31, |
(2) | Amount equal to three times base salary in effect at December 31, |
(3) | Amount equal to one times base salary in effect at December 31, |
(4) | Reflects the short-term cash incentive compensation |
(5) | Calculated by multiplying the number of shares of common stock to be issued on the vesting of such award(s) by the December |
based RSUs will ultimately be based upon the actual achievement of the performance goals stated in the applicable award agreement. |
(6) | Calculated by multiplying the number of shares of common stock to be issued on the vesting of such award(s) by the December |
(7) | Represents health insurance coverage for Mr. Reed and his spouse for a period of 15 years (assuming a life expectancy of |
(8) | Represents health insurance coverage and physical examination fees for a period of three years. |
(9) | Represents health insurance coverage for a period of two years. |
(10) | The awards underlying the amounts set forth under the headings “Performance-Based RSU Accelerated Vesting” and “Time-Based RSU Accelerated Vesting” will automatically vest, with performance-based RSU awards vesting at target level, upon a Change of Control (as defined in the applicable omnibus incentive plan and the award agreements issued thereunder), irrespective of whether or not the NEO is terminated in connection with a Change of Control. |
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Eachnon-employee director receivesreceived the following annual cash compensation:compensation in 2019:
Compensation Item | Amount ($) | |||
Annual Retainer (Independent Directors) | ||||
Lead Independent Director | 30,000 | |||
Audit Committee Chairman | 25,000 | |||
Human Resources Committee Chairman | 20,000 | |||
Nominating and CG Committee Chairman | 15,000 | |||
Audit Committee Members | 10,000 | |||
| 10,000 | |||
Nominating and CG Committee Members | 7,500 |
No changes were made to the level of cash compensation received by ournon-employee directors in 2019 as set forth above compared to 2018. The level of annual cash compensation paid tonon-employee directors, which was recommended by the Human Resources Committee and approved by the full Board of Directors, was determined based on, among other factors, peer group and general market information provided to the Human Resources Committee by Aon.
Directors may elect to defer their cash compensation in the form of RSUs, the receipt of which will be deferred until either a specified date or the director’s retirement or resignation from the Board. In 2017, one director2019, two directors elected to defer cash compensation pursuant to this deferred compensation plan.
All directors are reimbursed for expenses incurred in attending meetings. Mr. Reed does not receive cash compensation for his service as a director.
Each During 2019 eachnon-employee director receives,received, as of the date of the first board meeting following the annual meeting of stockholders, an annual grant of RSUs having a fixed dollar value of $80,000$95,000 (based upon the fair market value of our common stock on the grant date). The level of annual equity-based compensation paid tonon-employee directors, which was recommended by the Human Resources Committee and approved by the full Board of Directors, was determined based on, among other factors, peer group and general market information provided to the Human Resources Committee by Aon.
The RSUs vest fully on the first anniversary of the date of grant and are settled in shares of our common stock on such date, unless receipt of such shares is deferred by the director.
Until shares of common stock are issued in conversion of the RSUs, the director does not have any rights as a stockholder with respect to such RSUs, other than the right to receive additional RSUs equal to any dividends paid on our common stock. No changes were made to the level of equity-based compensation received by ournon-employee directors in 2019 as set forth above compared to 2018.
2020 NOTICE OF MEETING AND PROXY STATEMENT |
Director Stock Ownership Guidelines
We have adopted stock ownership guidelines for ournon-employee directors, which require directors to hold a minimum of 6,000 shares of our common stock, with afive-year time period to comply. Shares of common stock issuable upon the vesting of RSUs are credited toward this requirement. If anon-employee director is not currently in compliance with these guidelines (regardless of the applicable grace period for compliance) thenon-employee director must retain 50% of the net shares (after satisfying any tax obligations and any required payments upon exercise) received upon vesting of RSUs or the exercise of stock options. As of January 31, 20182020 (the annual compliance date), after taking into account the applicable grace period, all of
ournon-employee directors then serving in office met this requirement, as follows:
Required (#) | Shares (#) | Required (#) | Shares (#) | |||||||||||||
Michael Bender | 6,000 | 23,871 | ||||||||||||||
Rachna Bhasin | 6,000 | 2,946 | 6,000 | 5,458 | ||||||||||||
Alvin Bowles | 6,000 | 1,312 | 6,000 | 2,539 | ||||||||||||
Ellen Levine | 6,000 | 27,057 | ||||||||||||||
Fazal Merchant | 6,000 | - | 6,000 | 4,449 | ||||||||||||
Patrick Moore | 6,000 | 6,033 | 6,000 | 11,509 | ||||||||||||
Christine Pantoya | 6,000 | 1,436 | ||||||||||||||
Robert Prather | 6,000 | 25,841 | 6,000 | 30,336 | ||||||||||||
Michael Roth | 6,000 | 36,168 | 6,000 | 38,680 |
(1) | Includes the following shares represented by RSUs held by each director: |
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2017 2019Non-Employee Director Compensation Table
The following table summarizes the annual compensation for 20172019 for ournon-employee directors who served as directors in 2017. Michael D. Rose did not stand for re-election to the Board at the 2017 Annual Meeting of Stockholders. William F. Hagerty, IV resigned from the Board on July 21, 2017 as a result of his appointment as U.S. Ambassador to Japan. Alvin Bowles became a member of the Board on May 4, 2017, and Fazal Merchant became a member of the Board on November 30, 2017.2019.
Name (a) | Fees ($)(b) | Stock ($)(c) | Option ($)(d) | Non-Equity ($)(e) | Change in ($)(f) | All Other ($)(g) | Total ($)(h) | Fees ($)(b) | Stock ($)(c) | Option ($)(d) | Non-Equity Plan ($)(e) | Change in ($)(f) | All Other ($)(g) | Total ($)(h) | ||||||||||||||||||||||||||
Michael Bender | 83,750 | 79,999 | - | - | - | - | 163,749 | 69,375 | - | - | - | - | - | 69,375 | ||||||||||||||||||||||||||
Rachna Bhasin | 70,000 | 79,999 | - | - | - | - | 149,999 | 73,750 | 100,021 | - | - | - | - | 173,771 | ||||||||||||||||||||||||||
Alvin Bowles | 35,000 | 79,999 | - | - | - | - | 114,999 | 75,000 | 100,021 | - | - | - | - | 175,021 | ||||||||||||||||||||||||||
William F. Hagerty, IV | 52,500 | 79,999 | - | - | - | - | 132,499 | |||||||||||||||||||||||||||||||||
Ellen Levine | 75,000 | 79,999 | - | - | - | - | 154,999 | |||||||||||||||||||||||||||||||||
Ellen Levine(4) | 61,875 | - | - | - | - | - | 61,875 | |||||||||||||||||||||||||||||||||
Fazal Merchant | - | - | - | - | - | - | - | 75,000 | 100,021 | - | - | - | - | 175,021 | ||||||||||||||||||||||||||
Patrick Moore | 85,000 | 79,999 | - | - | - | - | 164,999 | 95,000 | 100,021 | - | - | - | - | 195,021 | ||||||||||||||||||||||||||
Christine Pantoya | 56,250 | 100,021 | - | - | - | - | 156,271 | |||||||||||||||||||||||||||||||||
Robert Prather | 72,500 | 79,999 | - | - | - | - | 152,499 | 92,500 | 100,021 | - | - | - | - | 192,521 | ||||||||||||||||||||||||||
Michael D. Rose | 38,750 | - | - | - | - | - | 38,750 | |||||||||||||||||||||||||||||||||
Michael Roth | 112,500 | 79,999 | - | - | - | - | 192,499 | 120,000 | 100,021 | - | - | - | - | 220,021 |
(1) | The amount listed above represents cash compensation paid to the director or amounts which have been deferred by the director, as described above. Compensation for service on the Board and its committees is payable quarterly in arrears. Due to the timing of payments and changes in committee assignments in |
(2) | Represents the grant date fair value of the annual grant of |
RSUs granted pursuant to the directors deferred compensation plan, as adjusted for dividends paid on our common |
Non-Employee Director | RSUs (#) | |||
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Rachna Bhasin | ||||
Alvin Bowles | ||||
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Fazal Merchant | ||||
Patrick Moore | ||||
Christine Pantoya | 1,224 | |||
Robert Prather | ||||
Michael Roth |
(3) | During |
(4) | Mr. Bender and Ms. Levine did not stand forre-election at the 2019 Annual Meeting of Stockholders. |
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Since January 1, 2017,During 2019 there have not been anywere no related person transactions that are required to be disclosed pursuant to Item 404(a) of RegulationS-K under the Securities Exchange Act of 1934.
Our policies and procedures for the review, approval or ratification of related person transactions (including those required to be disclosed under Item 404(a) of SEC RegulationS-K) are referenced in the charterour Code of theBusiness Conduct and Audit Committee of the Boardcharter and are as follows: Possible related person transactions are first screened by the company’s legal department for
for materiality and then sent to the Audit Committee of the Board (or, if otherwise determined by the Board, another committee of the Board) for review, discussion with the company’s management and independent registered public accounting firm and approval. In its discretion, the Audit Committee (or other committee) may also consult with our legal department or external legal counsel. Audit Committee (or other committee) review and approval of related person transactions would be evidenced in the minutes of the applicable Audit Committee (or other committee) meeting.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and persons who beneficially own more than 10% of the outstanding shares of our common stock to file reports of ownership and changes in ownership with the SEC and the NYSE. Based solely on our review of
those reports and written representations from our executive officers and directors, we believe that in 2017 all of our executive officers, directors and greater than 10% beneficial owners were in compliance with all applicable filing requirements.
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Equity Compensation Plan Information
December 31, 20172019 Equity Compensation Plan Information Table
The table below includes information about our equity compensation plans as of December 31, 2017:2019:
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Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans | |||||||||
Equity compensation plans approved by security holders | 349,967 | (1) | - | (1) | 1,318,650 | |||||||
Equity compensation plans not approved by security holders | - | - | - | |||||||||
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Total: | 349,967 | (1) | - | (1) | 1,318,650 | |||||||
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(1) | Consists of: |
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Our Independent Registered Public Accounting Firm
Appointment of Ernst & Young LLP
The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm. The committee has appointed Ernst & Young LLP as our independent registered public accounting firm, who will audit our consolidated financial statements for 20182020 and the effectiveness of our internal control over financial reporting as of December 31, 2018.2020. This appointment has been submitted for your ratification.
The committee and the Board believe that the continued retention of Ernst & Young LLP as our independent registered public accounting firm is in the best interests of the company and its stockholders. In making this determination, the committee and the Board have taken into account Ernst & Young LLP’s significant institutional knowledge of our business, operations, accounting policies and financial systems, and internal controls framework, as well as Ernst & Young LLP’s technical expertise (including with respect to REITs), efficiency of services, quality of communications with the committee and management and independence. In addition, in accordance with applicable rules on partner rotation, Ernst & Young LLP rotates its lead audit engagement partner not less than every five years. The committee is involved in considering the selection of Ernst & Young LLP’s primary engagement partner when there is a rotation.
If you do not ratify the appointment of Ernst & Young LLP, the committee will reconsider their appointment. Ernst & Young LLP has served as our independent registered public accounting firm since 2002. Representatives of Ernst & Young LLP will attend the 20182020 Annual Meeting and will have an opportunity to speak and respond to your questions.
We paid the following amounts as audit, audit-related, tax and other services fees to Ernst & Young LLP for the years ended December 31, 20172019 and 2016:2018:
Description of Services | 2017 Fees ($) | 2016 Fees ($) | 2019 Fees ($) | 2018 Fees ($) | ||||||||||
Audit Fees | 1,374,274 | 1,245,557 | 1,825,834 | 1,791,074 | ||||||||||
Audit-Related Fees | 66,411 | 191,998 | 199,000 | 152,310 | ||||||||||
Tax Fees | 317,930 | 281,630 | 293,211 | 606,858 | ||||||||||
All Other Fees | - | - | - | - | ||||||||||
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Total: | 1,758,615 | 1,719,185 | 2,318,045 | 2,550,242 |
Audit and Audit-Related Services
The fees for audit services during 20172019 and 20162018 include fees associated with the audit of our consolidated financial statements, including the audit of internal control over financial reporting under
Section 404 of the Sarbanes-Oxley Act, issuances of comfort letters and assistance with documents filed with the SEC and reviews of our 20172019 and 20162018 quarterly financial statements.
The fees for audit-related services during 2017 and 20162019 represent fees related to a stand-alone audit of the Gaylord Rockies joint venture (of which we paid our pro rata share). The fees for audit-related services during 2018 related to a stand-alone audit of the Gaylord Rockies joint venture (of which we owned 62.1% at December 31, 2019) and a stand-alone audit of our Entertainment business segment and other projects.segment. Ernst & Young LLP did not provide professional services during 2017 or 20162019 or2018 related to financial information systems design and implementation.
Tax Services
In 2017,2019, approximately 17%21% of fees for tax services related to general tax compliance matters, tax advice and planning, and tax assistance with respect to our REIT compliance efforts. The remaining 79% of fees fornon-recurring tax services in 2019 related primarily to tax advice and planning relating to a legal entity
2020 NOTICE OF MEETING AND PROXY STATEMENT |
restructuring and a debt restructuring. In 2018, approximately 10% of fees for tax services related to general tax compliance matters, tax advice and planning, and tax assistance, including with respect to our REIT compliance efforts. The remaining 83%90% of fees fornon-recurring tax services in 20172018 related primarily to tax advice and planning with respectrelating to the renewal of the intracompany leases associated with our REIT structure and an intracompany entity restructuring. In 2016, approximately 34% of fees for tax services related to general tax compliance matters, tax advicerestructuring and planning, and tax assistance, including with respect tothe transaction in which we increased our REIT compliance efforts. The remaining 66% of fees for non-recurring tax servicesownership in 2016 related primarily to tax advice and planning with respect to ourthe Gaylord Rockies joint venture investment. and the REIT structuring and compliance analysis associated with such joint venture.
We expect that, due to our REIT status and the nature of our assets (including the Gaylord Rockies joint venture project), tax services fees paid to Ernst & Young LLP in a given year may be higher than those tax services fees paid to Ernst & Young LLP than in years when we were operating as a taxable operating company. However, we believe that the selection of Ernst & Young LLP to provide these REIT-related services, and the amount of fees paid to Ernst & Young LLP in 20172019 and 20162018 to provide these services, was appropriate and in the best interests of the company and our stockholders given Ernst & Young LLP’s expertise and historical knowledge of
our company and its organizational structure. We believe this expertise is critical to our ongoing REIT compliance efforts.
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Audit CommitteePre-Approval Policy
All audit, audit-related, tax and other services werepre-approved by the committee, which concluded that the provision of such services by Ernst & Young LLP was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions. The committee’spre-approval policy provides forpre-approval of audit, audit-related, tax and other services specifically described by the committee on an annual
basis, and individual engagements anticipated to exceedpre-established thresholds must be separately approved. The policy also requires specific approval by the committee if total fees for audit-related and tax services would exceed total fees for audit services in any fiscal year. The policy authorizes the committee to delegate to one or more of its memberspre-approval authority with respect to permitted services.
The following report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any of our filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent we specifically incorporate this report by reference therein.
The committee operates under a written charter originally adopted by the Board on February 4, 2004, as amended, which can be found on our website atwww.rymanhp.comunder “Corporate Governance” on the Investor Relations page. The charter is also available in print to any stockholder who requests it by making a written request addressed to:
Ryman Hospitality Properties, Inc.
Attn: Corporate Secretary
One Gaylord Drive
Nashville, Tennessee 37214
All members of the committee meet the SEC and NYSE definitions of independence and financial literacy for audit committee members. In addition, the Board has determined that Mr. Prather and Mr. Merchant are “audit committee financial experts” for purposes of SEC rules. During the fall of 20172019 the committee conducted its annual self-evaluation in order to assess its effectiveness, and at its December 20172019 meeting the committee members discussed the results of its self-evaluation process.
The committee reviews the financial information provided to stockholders and others, oversees the performance of the internal audit function and the
system of internal control over financial reporting which management and the Board have established, oversees compliance with legal and regulatory requirements by the company and its employees relating to the preparation of financial information and reviews the independent registered public accounting firm’s qualifications, independence and performance.
2020 NOTICE OF MEETING AND PROXY STATEMENT |
As part of its oversight of our financial statements, the committee has:
The committee also has considered whether the provision by Ernst & Young LLP ofnon-audit services described underOur Independent Registered Public Accounting Firm above is compatible with maintaining Ernst & Young LLP’s independence.
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The committee’s review and discussion of the audited financial statements with management included a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.statements, and the adequacy and
effectiveness of the company’s financial reporting procedures, disclosure controls and procedures and internal control over financial reporting, including management’s assessment and report on internal control over financial reporting. In addressing the quality of management’s accounting judgments, members of the committee asked for management’s representations that our audited consolidated financial statements have been prepared in conformity with generally accepted accounting principles. In performing these functions, the committee acts in an oversight capacity. The committee does not complete all of its reviews prior to our public announcements of financial results and, necessarily, inIn its oversight role, the committee relies on the work and assurances of management, which has the primary responsibility for financial statements and reports, and of Ernst &
Young LLP, which in its report expresses an opinion on the conformity of our annual financial statements with generally accepted accounting principles.
In reliance on these reviews and discussions and the report of the independent registered public accounting firm, the committee recommended to the Board that the audited financial statements be included in the company’s Annual Report onForm 10-K for the year ended December 31, 2017,2019, for filing with the SEC.
Audit Committee:
Patrick Moore,Robert Prather, Chairman
Rachna Bhasin
Alvin Bowles
Fazal Merchant
Robert PratherChristine Pantoya
Submitting Stockholder Proposals and Nominations for 20192021 Annual Meeting
If you would like to submit a proposal for inclusion in our proxy statement for the 20192021 annual meeting under SEC Rule14a-8, your proposal must be in writing and be received by us at our principal executive offices prior to the close of business on November 29, 2018December 9, 2020 and otherwise comply with the requirements of Rule14a-8.
If you want to bring business before the 20192021 annual meeting which is not the subject of a proposal
submitted for inclusion in the proxy statement under Rule14a-8 (excluding director nominations, which are discussed below underNominations of Board Candidates), our Bylaws require that you deliver a notice in proper written form (and provide all information required by our Bylaws) to our Secretary by February 2, 2019,12, 2021, but not before January 3, 201913, 2021 (or, if the annual meeting is called for a date that is not within 30 days of May 3, 2019,13, 2021, the notice must be received not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th
2020 NOTICE OF MEETING AND PROXY STATEMENT |
day prior to such annual meeting or the 10th day following
the day on which notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting was made, whichever first occurs). If the presiding officer at an annual meeting determines that business was not properly brought before the annual meeting in accordance with the procedures set forth in our Bylaws, then the presiding officer will declare to the meeting that your business was not properly brought before the meeting, and your business will not be transacted at that meeting.
Nominations of Board Candidates
If you wish to nominate an individual to serve as a director, our Bylaws require that you deliver timely notice of the nomination in proper written form, as provided by our Bylaws. The notice must include certain biographical information regarding the proposed nominee, a completed written questionnaire with respect to each proposed nominee setting forth the background and qualifications of such proposed nominee (which questionnaire will be provided by the Secretary upon written request), the proposed nominee’s written consent to nomination and the additional information as set forth in our Bylaws.
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For a stockholder’s notice to the Secretary to be timely under our Bylaws, it must be delivered to or
mailed and received at our principal executive offices: (a) in the case of a nomination to be voted on at an annual meeting, by February 2, 2019,12, 2021, but not before January 3, 201913, 2021 (or, if the annual meeting is called for a date that is not within 30 days of May 3, 2019,13, 2021, the notice must be received not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting was made, whichever first occurs); and (b) in the case of a
special meeting of stockholders called for the purpose of electing directors, not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs. If the presiding officer at a meeting determines that a nomination was not properly made in accordance with the procedures set forth in our Bylaws, then the presiding officer will declare to the meeting that the nomination was defective, and the defective nomination shall be disregarded.
Discretionary Voting of Proxies on Other Matters
We do not intend to bring any proposals to the 20182020 Annual Meeting other than Proposals 1, 2 3 and 4.3. As noted above, our Bylaws require stockholders to give advance notice of any proposal intended to be presented at an annual meeting. The deadline for this notice has passed, and we did not receive any such notice made in compliance with our Bylaws. If any other matter properly comes before our stockholders for a vote at the 20182020 Annual Meeting, the persons named in the accompanying proxy card intend to vote the shares represented by them in accordance with their best judgment.
By Order of the Board of Directors,
Scott J. Lynn, Secretary
Nashville, Tennessee
March 29, 2018April 8, 2020
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Reconciliation ofNon-GAAP Financial Measures to GAAP Measures
Reconciliation of
AFFO FFO(1) Available to Common Shareholders
and Adjusted FFO Available to Common Shareholders
to Net Income
(in thousands, except per share data)
Twelve Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||||||||||||||
2017 | 2016 | 2019 | 2018 | |||||||||||||||||||||
Net income | $ | 176,100 | $ | 159,366 | $ | 128,294 | $ | 264,670 | ||||||||||||||||
Noncontrolling interest | $ | 17,500 | - | |||||||||||||||||||||
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Net income available to common shareholders | $ | 145,794 | $ | 264,670 | ||||||||||||||||||||
Depreciation & amortization | 111,959 | 109,816 | 213,690 | 120,876 | ||||||||||||||||||||
Adjustments for noncontrolling interest | (34,538) | - | ||||||||||||||||||||||
Pro rata adjustments from joint ventures | 71 | 59 | - | (130,524) | ||||||||||||||||||||
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Funds from operations (FFO) | $ | 288,130 | $ | 269,241 | ||||||||||||||||||||
FFO available to common shareholders | $ | 324,946 | $ | 255,022 | ||||||||||||||||||||
Right-of-use asset amortization | 157 | - | ||||||||||||||||||||||
Non-cash lease expense | 5,180 | 5,243 | 4,910 | 5,291 | ||||||||||||||||||||
Pension settlement charge | 1,734 | 1,715 | 1,904 | 1,559 | ||||||||||||||||||||
Impairment charges | 35,418 | - | - | 23,783 | ||||||||||||||||||||
Pro rata adjustments from joint ventures | 307 | 1,377 | - | (2,702) | ||||||||||||||||||||
(Gain) loss on other assets | 1,097 | (1,261) | (4) | 80 | ||||||||||||||||||||
Write-off of deferred financing costs | 925 | - | 3,079 | 1,956 | ||||||||||||||||||||
Amortization of deferred financing costs | 5,350 | 4,863 | ||||||||||||||||||||||
Deferred tax (benefit) expense | (52,637) | 321 | ||||||||||||||||||||||
Amortization ofdeferred financing costs | 7,662 | 5,632 | ||||||||||||||||||||||
Amortization ofdebt premiums | (66) | - | ||||||||||||||||||||||
Loss on extinguishment of debt | 494 | - | ||||||||||||||||||||||
Adjustments for noncontrolling interest | (1,282) | - | ||||||||||||||||||||||
Transaction costs on completed acquisitions | 417 | 993 | ||||||||||||||||||||||
Deferred tax expense | 14,414 | 10,190 | ||||||||||||||||||||||
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Adjusted funds from operations (AFFO) | $ | 285,504 | $ | 281,499 | ||||||||||||||||||||
Adjusted FFO available to common shareholders | $ | 356,631 | $ | 301,804 | ||||||||||||||||||||
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Capital expenditures(2) | (60,672) | (58,753) | (73,909) | (68,792) | ||||||||||||||||||||
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AFFO less maintenance capital expenditures | $ | 224,832 | $ | 222,746 | ||||||||||||||||||||
Adjusted FFO available to common shareholders (ex. maintenance capital) | $ | 282,722 | $ | 233,012 | ||||||||||||||||||||
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Basic net income per share | $ 3.44 | $ 3.12 | $ 2.82 | $ 5.16 | ||||||||||||||||||||
Fully diluted net income per share | $ 3.43 | $ 3.11 | $ 2.81 | $ 5.14 | ||||||||||||||||||||
FFO per basic share | $ 5.63 | $ 5.28 | ||||||||||||||||||||||
AFFO per basic share | $ 5.58 | $ 5.52 | ||||||||||||||||||||||
FFO per diluted share | $ 5.61 | $ 5.25 | ||||||||||||||||||||||
AFFO per diluted share | $ 5.56 | $ 5.49 | ||||||||||||||||||||||
FFO available to common stockholders per basic share | $ 6.30 | $ 4.97 | ||||||||||||||||||||||
Adjusted FFO available to common stockholders per basic share | $ 6.91 | $ 5.88 | ||||||||||||||||||||||
FFO available to common stockholders per diluted share | $ 6.25 | $ 4.95 | ||||||||||||||||||||||
Adjusted FFO available to common stockholders per diluted share | $ 6.86 | $ 5.86 |
(1) | We calculate |
(2) | Represents furniture, fixtures and equipment reserve for managed properties and maintenance capital expenditures fornon-managed properties. |
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Reconciliation of Consolidated Adjusted EBITDAre(1) to Net Income and
Segment-Level Adjusted EBITDA(1) to Operating Income
(in thousands)
Twelve Months Ended December 31, | ||||||||||||
2017 | 2016 | |||||||||||
Consolidated | ||||||||||||
Revenue | $ | 1,184,719 | $ | 1,149,207 | ||||||||
Net income | $ | 176,100 | $ | 159,366 | ||||||||
Provision (benefit) for income taxes | (49,155) | 3,400 | ||||||||||
Other (gains) and losses, net | (928) | (4,161) | ||||||||||
Loss from joint ventures | 4,402 | 2,794 | ||||||||||
Interest expense, net | 54,233 | 52,406 | ||||||||||
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Operating Income | 184,652 | 213,805 | ||||||||||
Depreciation & amortization | 111,959 | 109,816 | ||||||||||
Preopening costs | 1,926 | - | ||||||||||
Non-cash ground lease expense | 5,180 | 5,243 | ||||||||||
Equity-based compensation expense | 6,636 | 6,128 | ||||||||||
Pension settlement charge | 1,734 | 1,715 | ||||||||||
Impairment charges | 35,418 | - | ||||||||||
Interest income on Gaylord National bonds | 11,639 | 11,410 | ||||||||||
Pro rata adjusted EBITDA from joint ventures | (323) | - | ||||||||||
Other gains and (losses), net | 928 | 4,161 | ||||||||||
(Gain) loss on disposal of assets | 1,090 | (2,084) | ||||||||||
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Consolidated Adjusted EBITDA | $ | 360,839 | $ | 350,194 | ||||||||
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Hospitality Segment | ||||||||||||
Revenue | $ | 1,059,660 | $ | 1,039,643 | ||||||||
Operating income | $ | 188,299 | $ | 217,564 | ||||||||
Depreciation & amortization | 102,759 | 100,186 | ||||||||||
Preopening costs | 308 | - | ||||||||||
Non-cash lease expense | 5,119 | 5,243 | ||||||||||
Impairment charges | 35,418 | - | ||||||||||
Interest income on Gaylord National bonds | 11,639 | 11,410 | ||||||||||
Other gains and (losses), net | 2,604 | 4,459 | ||||||||||
Gain on disposal of assets | - | (1,931) | ||||||||||
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Hospitality Segment Adjusted EBITDA | $ | 346,146 | $ | 336,931 | ||||||||
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Entertainment Segment | ||||||||||||
Revenue | $ | 125,059 | $ | 109,564 | ||||||||
Operating income | $ | 31,974 | $ | 27,980 | ||||||||
Depreciation & amortization | 7,074 | 7,034 | ||||||||||
Preopening costs | 1,618 | - | ||||||||||
Non-cash lease expense | 61 | - | ||||||||||
Equity-based compensation | 805 | 711 | ||||||||||
Pro rata adjusted EBITDA from joint ventures | (323) | - | ||||||||||
Other gains and (losses), net | (431) | - | ||||||||||
Loss on disposal of assets | 431 | - | ||||||||||
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Entertainment Segment Adjusted EBITDA | $ | 41,209 | $ | 35,725 | ||||||||
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Twelve Months Ended December 31, | ||||||||||||
2019 | 2018 | |||||||||||
Consolidated | ||||||||||||
Revenue | $ | 1,604,566 | $ | 1,275,118 | ||||||||
Net income | $ | 128,294 | $ | 264,670 | ||||||||
Interest expense, net | 119,851 | 64,492 | ||||||||||
Provision for income taxes | 18,475 | 11,745 | ||||||||||
Depreciation and amortization | 213,847 | 120,876 | ||||||||||
Loss on disposal of assets | 1 | 116 | ||||||||||
Pro rata EBITDAre from unconsolidated joint ventures | (11) | 1,198 | ||||||||||
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EBITDAre | 480,457 | 463,097 | ||||||||||
Preopening costs | 3,122 | 4,869 | ||||||||||
Non-cash ground lease expense | 4,910 | 5,291 | ||||||||||
Equity-based compensation expense | 7,833 | 7,656 | ||||||||||
Pension settlement charge | 1,904 | 1,559 | ||||||||||
Impairment charges | - | 23,783 | ||||||||||
Interest income on Gaylord National & Gaylord Rockies bonds | 10,272 | 10,128 | ||||||||||
Loss on extinguishment of debt | 494 | - | ||||||||||
Transaction costs on completed acquisitions | 417 | 993 | ||||||||||
Pro rata adjusted EBITDAre from unconsolidated joint ventures | 1,121 | (128,598) | ||||||||||
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Adjusted EBITDAre | $ | 510,530 | $ | 388,778 | ||||||||
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Adjusted EBITDAre of noncontrolling interest | (31,138) | - | ||||||||||
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Consolidated Adjusted EBITDAre, excluding noncontrolling interest | $ | 479,392 | $ | 388,778 | ||||||||
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(1) | We calculate |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. Date Signature (Joint Owners) Date Signature [PLEASE SIGN WITHIN BOX] w SCAN TO VIEW MATERIALS & VOTE RYMAN HOSPITALITY PROPERTIES, INC.
ONE GAYLORD DRIVE
NASHVILLE, TN 37214
VOTE BY INTERNET -www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on May 2, 201812, 2020 (for shares in the Company’s 401(k) Savings Plan, the voting deadline is 11:59 P.M. Eastern Time on May 1, 2018)11, 2020). Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on May 2, 201812, 2020 (for shares in the Company’s 401(k) Savings Plan, the voting deadline is 11:59 P.M. Eastern Time on May 1, 2018)11, 2020). Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. E17234-P86457 RYMAN HOSPITALITY PROPERTIES, INC. The Board of Directors recommends you vote
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E57216-P17395 KEEP THIS PORTION FOR the following: 1. Election of Directors Nominees: For Against Abstain ! ! ! 1a. Michael J. Bender The Board of Directors recommends you vote FOR proposals 2 and 3. Against Abstain For ! ! ! ! ! ! 1b. Rachna Bhasin 2. To approve, on an advisory basis, the Company’s executive compensation. ! ! ! 1c. Alvin Bowles, Jr. 1d. Ellen Levine 1e. Fazal Merchant 1f. Patrick Q. Moore ! ! ! ! ! ! 1g. Robert S. Prather, Jr. 3. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2018. ! ! ! 1h. Colin V. Reed ! ! ! The Board of Directors does not have a recommendation for voting on the following proposal: For Against Abstain 4. A stockholder proposal requesting a spin-off of our Entertainment business. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. 1i. Michael I. Roth Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. V.1.1YOUR RECORDS
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
RYMAN HOSPITALITY PROPERTIES, INC. The Board of Directors recommends you vote FOR the following: | ||||||||||||||||||||||||
1. | Election of Directors | |||||||||||||||||||||||
Nominees: | For | Against | Abstain | The Board of Directors recommends you vote FOR proposals 2 and 3. | For | Against | Abstain | |||||||||||||||||
1a. Rachna Bhasin | ☐ | ☐ | ☐ | 2. | To approve, on an advisory basis, the Company’s executive compensation. | ☐ | ☐ | ☐ | ||||||||||||||||
1b. Alvin Bowles Jr. | ☐ | ☐ | ☐ | 3. | To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2020. | ☐ | ☐ | ☐ | ||||||||||||||||
1c. Fazal Merchant | ☐ | ☐ | ☐ | |||||||||||||||||||||
1d. Patrick Moore | ☐ | ☐ | ☐ | NOTE: Such other business as may properly come | ||||||||||||||||||||
1e. Christine Pantoya | ☐ | ☐ | ☐ | before the meeting or any adjournment thereof. | ||||||||||||||||||||
1f. Robert Prather, Jr. | ☐ | ☐ | ☐ | |||||||||||||||||||||
1g. Colin Reed | ☐ | ☐ | ☐ | |||||||||||||||||||||
1h. Michael Roth | ☐ | ☐ | ☐ | |||||||||||||||||||||
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. |
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. E17235-P86457 RYMAN HOSPITALITY PROPERTIES, INC. Annual Meeting of Stockholders May 3, 2018 10:00 AM This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Colin V. Reed, Michael I. Roth and Scott J. Lynn, and each of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of RYMAN HOSPITALITY PROPERTIES, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 10:00 AM, Central Time on May 3, 2018, at the Gaylord Opryland Resort and Convention Center, 2800 Opryland Drive, Nashville, TN 37214, and any adjournment or postponement thereof. In their discretion the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting of Stockholders or any postponement or adjournment thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. This proxy also provides voting instructions for shares held by Lincoln Financial Group, the Trustee for the Company’s 401(k) Savings Plan, and directs such Trustee to vote, as indicated on the reverse side of this card, any shares allocated to the account in this plan. The Trustee will vote these shares as you direct. The Trustee will vote allocated shares of the Company’s stock for which proxies are not received in direct proportion to voting by allocated shares for which proxies are received. This card should be voted by 11:59 p.m. Eastern Time on May 1, 2018, for the Trustee to vote the plan shares. Continued and to be signed on reverse side V.1.1— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
E57217-P17395
RYMAN HOSPITALITY PROPERTIES, INC. Annual Meeting of Stockholders May 13, 2020 10:00 A.M. This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Colin Reed, Michael Roth and Scott Lynn, and each of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of RYMAN HOSPITALITY PROPERTIES, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 10:00 A.M., Central Time on May 13, 2020, at the Gaylord Opryland Resort and Convention Center, 2800 Opryland Drive, Nashville, TN 37214, and any adjournment or postponement thereof. In their discretion the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting of Stockholders or any postponement or adjournment thereof. As a result of evolving conditions regarding the coronavirus (COVID-19) pandemic, we may decide to hold the Annual Meeting of Stockholders remotely, or (if the Annual Meeting of Stockholders is not held remotely) hold the Annual Meeting of Stockholders in a different location or impose additional procedures or limitations on attendees of the Annual Meeting of Stockholders in light of public health and travel considerations. We plan to announce any such updates on our proxy website (http://ir.rymanhp.com/proxy), and would also plan to issue a press release in the event that we elect to hold the Annual Meeting of Stockholders solely by means of remote communication, and we encourage you to check this website prior to the Annual Meeting of Stockholders if you plan to attend. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. This proxy also provides voting instructions for shares held by Lincoln Financial Group, the Trustee for the Company’s 401(k) Savings Plan, and directs such Trustee to vote, as indicated on the reverse side of this card, any shares allocated to the account in this plan. The Trustee will vote these shares as you direct. The Trustee will vote allocated shares of the Company’s stock for which proxies are not received in direct proportion to voting by allocated shares for which proxies are received. This card should be voted by 11:59 P.M. Eastern Time on May 11, 2020, for the Trustee to vote the plan shares. Continued and to be signed on reverse side |