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TABLE OF CONTENTS
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Preliminary Proxy Statement |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under §240.14a-12 |
VAIL RESORTS, INC. | ||||
(Name of Registrant as Specified In Its Charter) |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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390 Interlocken Crescent
Broomfield, Colorado 80021
NOTICE OF THE 2015 ANNUAL MEETING OF STOCKHOLDERS |
To be held on December 4, 2015
October 22, 2015
To our Stockholders:
The 2015 Annual Meeting of Stockholders of Vail Resorts, Inc., a Delaware corporation (the "Company"), will be held on Friday, December 4, 2015 at 9:00 a.m., Mountain Standard Time, at the St. Julien Hotel, 900 Walnut Street, Boulder, Colorado 80302 to:
(1) | elect the eight directors named in the attached proxy statement to serve for the ensuing year and until their successors are elected and qualified; | |
(2) |
hold an advisory vote to approve executive compensation; |
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(3) |
approve the Vail Resorts, Inc. 2015 Omnibus Incentive Plan; |
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(4) |
ratify the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending July 31, 2016; and |
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(5) |
transact such other business as may properly come before the annual meeting or any adjournments or postponements of the annual meeting. |
These items of business are more fully described in the proxy statement accompanying this notice.
Only holders of record of shares of our common stock at the close of business on October 12, 2015, which we refer to as the record date, are entitled to receive notice of, and to vote at, the annual meeting or at any postponement or adjournment thereof. A list of stockholders entitled to vote at the annual meeting will be available for examination by any stockholder at the annual meeting and for ten days prior to the annual meeting at our principal executive offices located at 390 Interlocken Crescent, Broomfield, Colorado 80021.
Pursuant to the rules of the Securities and Exchange Commission, or the SEC, we have elected to provide access to our proxy materials over the Internet. Accordingly, we will mail, on or about October 22, 2015, a Notice of Internet Availability of Proxy Materials to our stockholders of record and beneficial owners as of the close of business on October 12, 2015. On the date of mailing of the Notice of Internet Availability of Proxy Materials, all stockholders and beneficial owners will have the ability to access all of the proxy materials on a website referred to and at the URL address included in the Notice of Internet Availability of Proxy Materials.
The Notice of Internet Availability of Proxy Materials will also identify the date, the time and location of the annual meeting; the matters to be acted upon at the annual meeting and the Board of Directors' recommendation with regard to each matter; a toll-free telephone number, an e-mail address, and a website where stockholders can request a paper or e-mail copy of the proxy statement, our annual report and a form of proxy relating to the annual meeting; information on how to access and vote the form of proxy; and information on how to attend the annual meeting and vote in person. These proxy materials will be available free of charge.
Stockholders are cordially invited to attend the annual meeting. If you wish to vote shares held in your name at the annual meeting, please bring your Notice of Internet Availability of Proxy Materials or proxy
card (if you previously requested one be mailed to you) and picture identification. If you hold shares through an intermediary, such as a broker, bank or other nominee, you must present proof of ownership to attend the annual meeting. Proof of ownership could include a proxy from your broker, bank or other nominee or a copy of your account statement. Shares held through a broker, bank or other nominee may be voted by you in person at the annual meeting only if you obtain a valid proxy from the broker, bank or other nominee giving you the right to vote the shares and bring such proxy to the annual meeting. Attendance at our annual meeting will be limited to persons presenting a Notice of Internet Availability of Proxy Materials or proxy card (if you requested one) or voting instruction card, account statement or similar evidence of ownership, and picture identification. Attendance at the annual meeting alone will not automatically revoke your previously submitted proxy.
Your vote is extremely important. We appreciate your taking the time to vote promptly. After reading the proxy statement, please vote, at your earliest convenience by telephone or Internet, or request a proxy card to complete, sign and return by mail. If you vote at the annual meeting, your previously submitted proxy will be revoked automatically and only your vote at the annual meeting will be counted. Your shares cannot be voted unless you vote by: (i) telephone, (ii) Internet, (iii) requesting a paper proxy card, to complete, sign and return by mail, or (iv) attending the annual meeting and voting in person. Please note that all votes cast via telephone or the Internet must be cast prior to 11:59 p.m., Eastern Standard Time, on Thursday, December 3, 2015.
By Order of the Board of Directors, | ||
David T. Shapiro Executive Vice President, General Counsel and Secretary |
Broomfield,
Colorado
October 22, 2015
TABLE OF CONTENTS |
i
This summary contains highlights about our Company and the 2015 Annual Meeting of Stockholders. This summary does not contain all of the information that you should consider in advance of the annual meeting, and we encourage you to read the entire proxy statement and our 2015 Annual Report on Form 10-K carefully before voting. Page references ("XX") are provided to help you find further information in this proxy statement. For information concerning the annual meeting and voting on the proposals discussed in more detail in this proxy statement, please see "The Annual Meeting and Voting Questions and Answers" beginning on page 77.
Corporate Governance Highlights (page 18) |
We believe good governance is integral to achieving long-term stockholder value. We are committed to governance policies and practices that serve the interests of the Company and its stockholders. The Board of Directors monitors developments in governance best practices to assure that it continues to meet its commitment to thoughtful and independent representation of stockholder interests. Highlights of our corporate governance include:
1
Director Nominees (page 7) |
The following table provides summary information about each director nominee. Each director stands for election annually. Detailed information about each director nominee's background, skill set and areas of experience can be found beginning on page 8.
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Committee Memberships |
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Director Nominee |
Director Since |
Primary Occupation and Experience |
Independent |
Audit |
Comp |
N&G |
Exec |
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Susan L. Decker | 2015 | Principal of Deck3 Ventures LLC |
Yes | |||||||||||||
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Roland A. Hernandez¨ | 2002 | Founding Principal & CEO of Hernandez Media Ventures; former CEO of Telemundo |
Yes | F | Chair | X | ||||||||||
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Robert A. Katz | 1996 | Chairman and CEO of Vail Resorts, Inc. |
No | X | ||||||||||||
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John T. Redmond | 2008 | Former Managing Director & CEO of Echo Entertainment Group Limited |
Yes | F | ||||||||||||
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Hilary A. Schneider | 2010 | President of Lifelock, Inc. |
Yes | X | ||||||||||||
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D. Bruce Sewell | 2013 | SVP, General Counsel & Secretary of Apple Inc. |
Yes | Chair F |
X | |||||||||||
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John F. Sorte | 1993 | Executive Chairman of Morgan Joseph TriArtisan LLC |
Yes | F | Chair | X | X | |||||||||
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Peter A. Vaughn | 2013 | Founder and Managing Director of Vaughn Advisory Group, LLC |
Yes | X | ||||||||||||
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Fiscal 2015 Meetings | 4 | 4 | 1 | 0 | ||||||||||||
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Audit Audit Committee | Exec Executive Committee | |
Comp Compensation Committee | F Audit Committee Financial Expert | |
N&G Nominating & Governance Committee | ¨ Lead Independent Director | |
The Board of Directors held six meetings during fiscal 2015. Each of the directors attended at least 75% of the meetings held by the Board and Board committees on which he or she served during the fiscal year.
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Executive Compensation Highlights (see page 31) |
Under our executive compensation program, a significant portion (approximately 85% and 70%, respectively) of the CEO's and other Named Executive Officers' annual target total direct compensation is variable based upon our operating performance and/or our stock price, as shown below:
For fiscal 2015, our named executive officer executive compensation highlights included:
In addition, for fiscal 2015, we engaged in (or refrained from) certain pay practices with respect to our named executive officer compensation program that we believe align with market best practices:
þ | Annual Advisory Vote to Approve Executive Compensation | |
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Independent Compensation Committee |
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Significant Portion of Executive Compensation Tied to Performance |
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Significant Portion of Executive Compensation Delivered in the Form of Long-Term Equity-Based Incentives |
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Market Alignment of Compensation But With Greater Emphasis on At- Risk Compensation |
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Independent Compensation Consultant |
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Clawback Policy |
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Stock Ownership Guidelines |
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Use of Tally Sheets |
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Annual Risk Assessment |
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ý | No Excessive Perquisites | |
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No Tax Gross-Ups on Perquisites, Except for Standard Relocation Benefits |
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No Excise Tax Gross-Ups |
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No Automatic Salary Increases or Guaranteed Bonuses |
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No "Single Trigger" Automatic Payments or Benefits Upon a Change in Control |
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No Hedging |
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No Equity Repricing |
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No Pension Plans or SERPs |
VOTING MATTERS AND BOARD RECOMMENDATION |
The following table summarizes the proposals to be considered at the annual meeting and the Board's voting recommendation with respect to each proposal.
Management Proposals |
Board Vote Recommendation |
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Page Reference |
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Election of eight Directors, each for a one-year term expiring in 2016 | FOR EACH NOMINEE | 7 | ||||
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Advisory vote to approve executive compensation | FOR | 61 | ||||
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Approval of the Vail Resorts, Inc. 2015 Omnibus Incentive Plan | FOR | 62 | ||||
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Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal 2016 | FOR | 76 | ||||
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Election of Directors (Proposal No. 1) |
We are asking stockholders to elect each of our nominees for the Board of Directors. Our nominees include: Susan L. Decker, Roland A. Hernandez, Robert A. Katz, John T. Redmond, Hilary A. Schneider, D. Bruce Sewell, John F. Sorte and Peter A. Vaughn. If elected, each director nominee will serve as a director for a one-year term that expires in 2016.
Advisory Vote to Approve Executive Compensation (Proposal No. 2) |
We are asking stockholders to cast an advisory, non-binding vote to approve compensation awarded to our named executive officers. The primary objective of our executive compensation program is to emphasize pay-for-performance by incentivizing our executive officers and senior management to drive superior results and generate stockholder value. Additional information regarding our executive compensation may be found elsewhere in this proxy statement.
4
Approval of the Vail Resorts, Inc. 2015 Omnibus Incentive Plan (Proposal No. 3) |
We are asking stockholders to approve our 2015 Omnibus Incentive Plan, referred to in this proxy statement as the 2015 Plan. If approved by stockholders, the 2015 Plan will replace our 2002 Amended and Restated Long-Term Incentive and Share Award Plan as our vehicle for equity compensation awards if approved by stockholders at our annual meeting.
Ratification of PricewaterhouseCoopers LLP as Independent Auditor (Proposal No. 4) |
We are asking stockholders to ratify the appointment of PricewaterhouseCoopers LLP as independent auditor for fiscal 2016. The Audit Committee has selected, and the Board of Directors has ratified the selection of, PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for fiscal 2016. Set forth below is information about its fees in fiscal 2015 and fiscal 2014.
Type of fees |
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2015 |
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2014 |
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Audit fees |
$ | 2,157,000 | $ | 1,831,788 | ||||
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Audit-related fees |
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Tax fees |
40,986 | | ||||||
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Other fees |
3,600 | 3,704 | ||||||
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Total |
$ | 2,201,586 | $ | 1,835,492 | ||||
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MEETING INFORMATION |
Date and time: | December 4, 2015, 9:00 a.m. Mountain Standard Time | |
Place: |
St. Julien Hotel 900 Walnut Street Boulder, Colorado 80302 |
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Record date: |
October 12, 2015 |
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Voting: |
Stockholders at the close of business on the record date may vote at the Annual Meeting of Stockholders. Each share is entitled to one vote on each matter to be voted upon. |
5
390 Interlocken Crescent
Broomfield, Colorado 80021
PROXY STATEMENT FOR THE 2015 ANNUAL MEETING OF STOCKHOLDERS |
We are providing these proxy materials in connection with the solicitation of proxies by the Board of Directors (the "Board") of Vail Resorts, Inc. (the "Company") to be voted at our annual meeting, which will take place on Friday, December 4, 2015 at 9:00 a.m., Mountain Standard Time, at the St. Julien Hotel, 900 Walnut Street, Boulder, Colorado 80302, and at any adjournment or postponement thereof. As a stockholder, you are invited to attend the annual meeting and are requested to vote on the items of business described in this proxy statement.
In accordance with the rules and regulations of the SEC, instead of mailing a printed copy of our proxy materials to each stockholder of record or beneficial owner, we are furnishing proxy materials, which include our proxy statement and annual report, to our stockholders over the Internet. Because you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials, unless you have previously made a permanent election to receive these materials in hard copy or unless you request a printed copy as described below. Instead, the Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review all of the important information contained in the proxy materials. The Notice of Internet Availability of Proxy Materials also instructs you as to how you may submit your proxy. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials you should follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials.
It is anticipated that the Notice of Internet Availability of Proxy Materials will be mailed, and this proxy statement will be made available, to stockholders on or about October 22, 2015.
At the annual meeting, eight directors will be nominated for election to the Board to serve for the next year and until their respective successors are elected and qualified. The nominees are Mmes. Decker and Schneider and Messrs. Hernandez, Katz, Redmond, Sewell, Sorte and Vaughn. Each of the nominees is currently a director of the Company and all nominees, except Ms. Decker, were previously elected by stockholders.
On September 25, 2015, the Board appointed Ms. Decker to fill the vacancy that resulted from Richard Kincaid's resignation in April 2015. Ms. Decker was identified as a potential Board member upon the recommendation of two non-management directors. Ms. Decker was interviewed and evaluated by members of the Nominating & Governance Committee and other Board members, who determined that she met the qualifications for Board service. Her appointment was recommended by the Nominating & Governance Committee to the full Board for its review and approval.
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The persons named as proxies in the accompanying proxy, who have been designated by the Board, intend to vote, unless otherwise instructed in such proxy, "FOR" the election of Mmes. Decker and Schneider and Messrs. Hernandez, Katz, Redmond, Sewell, Sorte and Vaughn as directors. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee, if any, proposed by the Board. Each person nominated for election has agreed to serve if elected. Our Board has no reason to believe that any nominee will be unable to serve. The proxies solicited by this proxy statement may not be voted for more than eight nominees.
INFORMATION WITH RESPECT TO NOMINEES
The Nominating & Governance Committee monitors the mix of skills, knowledge, perspective, leadership, age, experience and diversity among directors in order to assure that the Board has the ability to perform its oversight function effectively. The Nominating & Governance Committee has determined that the Board will be comprised of individuals who meet the highest possible personal and professional standards. Our director nominees should have broad experience in management, policymaking and/or finance, relevant industry knowledge, business creativity and vision. They should also be committed to enhancing stockholder value and should be able to dedicate sufficient time to effectively carry out their duties.
The Nominating & Governance Committee considers many factors when determining the eligibility of candidates for nomination as director. The Nominating & Governance Committee does not have a formal diversity policy; however, in connection with the annual nomination process, the Nominating & Governance Committee considers the diversity of candidates to ensure that the Board is comprised of individuals with a broad range of experiences and backgrounds who can contribute to the Board's overall effectiveness in carrying out its responsibilities. The Nominating & Governance Committee assesses the effectiveness of its efforts at achieving a diverse Board when it annually evaluates the Board's composition.
The Nominating & Governance Committee considers the following specific characteristics in making its nominations for our Board: independence, wisdom, integrity, understanding and general acceptance of the Company's corporate philosophy, business or professional knowledge and experience that can bear on the Company's and the Board's challenges and deliberations, proven record of accomplishment with excellent organizations, inquiring mind, willingness to speak one's mind, ability to challenge and stimulate management, future orientation, willingness to commit time and energy, diversity, and international/global experience.
The following sets forth the name and age of each nominee, identifies whether the nominee is currently a member of the Board, lists all other positions and offices, if any, now held by him or her with the Company, and specifies his or her principal occupation during at least the last five years.
Name |
Age |
Position |
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Susan L. Decker | 53 | Director | ||
Roland A. Hernandez | 58 | Director | ||
Robert A. Katz | 48 | Chairman and Chief Executive Officer | ||
John T. Redmond | 57 | Director | ||
Hilary A. Schneider | 54 | Director | ||
D. Bruce Sewell | 57 | Director | ||
John F. Sorte | 68 | Director | ||
Peter A. Vaughn | 51 | Director | ||
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Director Nominee |
Business Experience, Other Directorships and Qualifications |
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SUSAN L. DECKER Age 53 Principal Director Since Independent Current Public Directorships: |
Ms. Decker is the principal of Deck3 Ventures LLC, a privately held consulting and advisory firm. She has served in this capacity since 2009. During the 2009-2010 academic year, Ms. Decker was an Entrepreneur-in-Residence at Harvard
Business School. From June 2000 to April 2009, she held various executive management positions at Yahoo!. From June 2007 to April 2009, she was president of Yahoo! Inc. From December 2006 to June 2007, Ms. Decker served as the head of one
of Yahoo!'s two major business units (the Advertiser and Publisher Group) and was executive vice president and chief financial officer of Yahoo! from June 2000 to June 2007. Prior to joining Yahoo!, she held a number of positions with Donaldson,
Lufkin & Jenrette (DLJ), including serving as the global director of equity research. She also serves as an advisor for several venture-backed Internet start-ups and is a trustee of the global nonprofit organization, Save the Children. Skills and Qualifications: Leadership and Finance experiencelead director of an international manufacturer of microprocessors and chipsets (Intel); current principal of corporate advisory firm (Deck3); former president and CFO of large public global technology company (Yahoo!); former entrepreneur-in-residence for leading business school (Harvard); former global director of equity research for an investment bank (DLJ) Technology and International experiencedirector of a large, diverse multinational conglomerate (Berkshire); director of a leading global retailer (Costco); director of an international manufacturer of microprocessors and chipsets company (Intel); leadership positions at large public global technology company (Yahoo!); former director of global equity research for an investment bank (DLJ) |
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Director Nominee |
Business Experience, Other Directorships and Qualifications |
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ROLAND A. HERNANDEZ Age 58 Founding Principal & CEO Director Since Lead Director Since Independent Committees: Current Public Directorships: |
Mr. Hernandez is the founding principal and Chief Executive Officer of Hernandez Media Ventures, a privately held company engaged in the acquisition and management of media assets. He has served in this capacity since 2001. Mr. Hernandez
served as Chairman of Telemundo Group, Inc., a Spanish-language television and entertainment company, from 1998 to 2000, and as President and Chief Executive Officer from 1995 to 2000. From 1986 to 1994, Mr. Hernandez was President of the
corporate general partner of Interspan Communications. Mr. Hernandez previously served on the board of directors of The Ryland Group, Inc., Sony Corporation and Wal-Mart Stores, Inc. He also serves on the advisory board of Harvard Law
School and the President's Council on International Activities at Yale University. Skills and Qualifications: Leadership and Finance experiencecurrent CEO of privately-held media asset company (Hernandez Media Ventures); former CEO and Chairman of multinational television and entertainment company (Telemundo); director of large commercial bank (U.S. Bancorp); advisory board of leading law school (Harvard) Industry and International experienceChairman of luxury hotel company and sophisticated adventure travel operator (Belmond); director of global hospitality company (MGM); former CEO and Chairman of multinational television and entertainment company (Telemundo) |
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Director Nominee |
Business Experience, Other Directorships and Qualifications |
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ROBERT A. KATZ Age 48 Chairman of the Board & CEO Director Since Chairman of the Board Since Committees: |
Mr. Katz served as Lead Director from June 2003 until his appointment as Chief Executive Officer of the Company in February 2006. Prior to becoming the Chief Executive Officer, Mr. Katz was associated with Apollo Management L.P., a
private equity investment firm, since its founding in 1990. Mr. Katz serves on the Wharton Leadership Advisory Board at the University of Pennsylvania. Mr. Katz has previously served on numerous private, public and non-profit boards. Skills and Qualifications: Leadership, Industry and Marketing experienceprofessional association with Vail Resorts began in 1992 and has been involved with all major strategic decisions for over two decades; CEO since 2006 with unique insight and information regarding the Company's strategy, operations and business and experience with global branding, development and strategy, as well a unique historical perspective into the operations and vision for the Company (Vail Resorts) Finance experiencecurrent CEO of large public company (Vail Resorts); former senior partner at large private equity investment firm (Apollo) |
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Director Nominee |
Business Experience, Other Directorships and Qualifications |
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JOHN T. REDMOND Age 57 Former Managing Director & CEO Director Since Independent Committees: Current Public Directorships: |
Mr. Redmond was the Managing Director and Chief Executive Officer of Echo Entertainment Group Limited, a leading Australian entertainment and gaming company, from January 2013 to April 2014, and previously served as a non-executive director
from March 2012 to January 2013. Mr. Redmond was President and Chief Executive Officer of MGM Grand Resorts, LLC, a collection of resort-casino, residential living and retail developments, and a director of its parent company, MGM Resorts
International, from March 2001 to August 2007. He served as Co-Chief Executive Officer and a director of MGM Grand, Inc. from December 1999 to March 2001. Mr. Redmond was President and Chief Operating Officer of Primm Valley Resorts from
March 1999 to December 1999 and Senior Vice President of MGM Grand Development, Inc. from August 1996 to February 1999. Prior to 1996, Mr. Redmond was Senior Vice President and Chief Financial Officer of Caesars Palace and Sheraton Desert
Inn, having served in various other senior operational and development positions with Caesars World, Inc. Mr. Redmond previously served on the board of directors of Tropicana Las Vegas Hotel and Casino, Inc. Skills and Qualifications: Leadership and Finance experienceformer CEO of large public entertainment and gaming company (Echo); former senior officer and director of large public entertainment and gaming company (MGM); director of low-cost, high-efficiency, all-jet passenger airline (Allegiant) Industry and International experienceformer CEO of large public entertainment and gaming company (Echo); former senior officer and director of large public entertainment and gaming company (MGM) |
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Director Nominee |
Business Experience, Other Directorships and Qualifications |
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HILARY A. SCHNEIDER Age 54 President Director Since Independent Committees: |
Ms. Schneider is the President of Lifelock, Inc., a leading provider of identity theft protection, identity risk assessment and fraud protection services, a position she has held since September 2012. From March 2010 to November 2010,
Ms. Schneider served as Executive Vice President at Yahoo! Americas. She joined Yahoo! in September 2006 when she led the company's U.S. region, Global Partner Solutions and Local Markets and Commerce divisions. Prior to joining Yahoo!,
Ms. Schneider held senior leadership roles at Knight Ridder, Inc., from April 2002 to January 2005, including Chief Executive Officer of Knight Ridder Digital before moving to co-manage the company's overall newspaper and online business.
From 2000 to 2002, Ms. Schneider served as President and Chief Executive Officer of Red Herring Communications. She also held numerous roles at Times Mirror from 1990 through 2000, including President and Chief Executive Officer of Times Mirror
Interactive and General Manager of the Baltimore Sun. Ms. Schneider serves as a senior advisor for TPG Capital. She also serves on the board of directors of several private companies and non-profit organizations, including RentPath, Inc.
and Water.org. Skills and Qualifications: Leadership experiencepresident of large public identity and fraud protection company (Lifelock); leadership positions at large public global technology company (Yahoo!) Industry and Marketing experiencepresident of large public identity and fraud protection company (Lifelock); leadership positions at large public global technology company (Yahoo!); senior advisor to large private equity investment firm (TPG) |
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Director Nominee |
Business Experience, Other Directorships and Qualifications |
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D. BRUCE SEWELL Age 57 Senior Vice President, General Director Since Independent Committees: |
Mr. Sewell is Senior Vice President, General Counsel and Secretary of Apple Inc., overseeing all legal matters for Apple, including corporate governance, intellectual property, litigation and securities compliance, as well as government
affairs. He joined Apple in September 2009. Prior to joining Apple, Mr. Sewell served as Senior Vice President, General Counsel of Intel Corporation from 2005 to 2009. He also served as Intel's Vice President, General Counsel from 2004 to 2005
and Vice President of Legal and Government Affairs, Deputy General Counsel from 2001 to 2004. Prior to joining Intel in 1995 as a senior attorney, Mr. Sewell was a partner in the law firm of Brown and Bain PC. Skills and Qualifications: Leadership and Finance experiencegeneral counsel of a large international public company (Apple); leadership positions at international manufacturer of microprocessors and chipsets (Intel) Technology and International experiencegeneral counsel of international public mobile communication, personal computer, software and media devices company (Apple); leadership positions at international manufacturer of microprocessors and chipsets (Intel) |
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Director Nominee |
Business Experience, Other Directorships and Qualifications |
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JOHN F. SORTE Age 68 Executive Chairman Director Since Independent Committees: |
Mr. Sorte is Executive Chairman of Morgan Joseph TriArtisan LLC, an investment and merchant bank engaged in providing financial advice, capital raising and private equity investing. Mr. Sorte is also a director of Morgan Joseph
TriArtisan Group Inc., the parent company of Morgan Joseph TriArtisan LLC. Prior to co-founding Morgan Joseph in 2001, he was President of New Street Advisors L.P. He previously held various positions at Drexel Burnham Lambert,
including Head of the Energy Group, Co-head of Investment Banking and Chief Executive Officer and member of the board of directors. Mr. Sorte started his career as an investment banker at Shearson Hammill. Mr. Sorte also serves on the board
of directors of Shorts International Ltd. and previously served on the board of directors of Autotote Corp. and Westpoint Stevens Inc., as well as several private companies and non-profit organizations. Skills and Qualifications: Leadership and Finance experienceexecutive chairman of investment and merchant bank (Morgan Joseph); former president of private equity firm (New Street); prior leadership positions at global investment bank (Drexel) International experienceexecutive chairman of investment and merchant bank with international operations (Morgan Joseph); prior leadership positions at global investment bank (Drexel) |
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Director Nominee |
Business Experience, Other Directorships and Qualifications |
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PETER A. VAUGHN Age 51 Founder and Managing Director Director Since Independent Committees: |
Mr. Vaughn is the founder and Managing Director of the Vaughn Advisory Group, LLC, a privately-held company providing consulting services on global brand strategy and marketing. From January 2013 through November 2014, he was the Senior
Vice President of International Consumer Products and Marketing of the American Express Company, providing strategic marketing leadership for the company's consumer card-issuing and network businesses in over 160 countries worldwide, with a focus on
product line strategy, benefit sourcing and management, product innovation, brand management, communications and advertising. Previously, he held several senior marketing roles within American Express, including serving as Chief Marketing Officer of
Global Network Services from 2011 to January 2013, Senior Vice President of Global Brand Management from 2005 to 2011, Vice President of Marketing for the Travelers Cheque and Prepaid Services Group from 2002 to 2004, Vice President and General
Manager of Lending for the Small Business Division in 2001 and Vice President of Acquisition and Advertising for Small Business Services from 1999 to 2001. From 1994 to 1999, he held several positions overseas in the Consumer Services Group of
American Express, including Vice President of International Product Development, European Head of Revolving Credit and Lending and Senior Director of European Product Development. Mr. Vaughn joined American Express in 1992, acting as Director of
Marketing for the Consumer Financial Services Group. Skills and Qualifications: Leadership and International experienceformer senior global marketing positions and senior business leader in multiple business lines at a global, public financial services company (American Express) Marketing and Finance experienceprincipal of privately-held global brand strategy and marketing company (Vaughn Advisory Group); former senior global marketing positions and senior business leader in multiple business lines with operational marketing and profit/loss responsibility at a global, public financial services company (American Express) |
|
| | |
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF EACH OF THE
NOMINEES NAMED ABOVE.
15
The Company's executive officers, as well as additional information with respect to such persons, are set forth in the table below:
Name |
|
Age |
Position |
||
| | | | | |
Robert A. Katz | 48 | Chairman and Chief Executive Officer | |||
Patricia A. Campbell | 52 | PresidentMountain Division | |||
Michael Z. Barkin | 37 | Executive Vice President and Chief Financial Officer | |||
Kirsten A. Lynch | 47 | Executive Vice President and Chief Marketing Officer | |||
David T. Shapiro | 45 | Executive Vice President, General Counsel and Secretary | |||
| | | | | |
For biographical information about Mr. Katz, see "Director Nominees" above.
Patricia A. Campbell has served as PresidentMountain Division since August 2015. Ms. Campbell previously served as Executive Vice President since October 2013 and served as the Chief Operating Officer of Breckenridge Ski Resort since October 2009. Prior to that, Ms. Campbell was Chief Operating Officer of Keystone Resort from November 2006 to September 2009. Ms. Campbell joined the Company in July 1999 as the Director of Ski School at Breckenridge and she has more than 25 years of expertise in the ski industry and senior management, holding various roles from her start as a Ski School Instructor at Jackson Hole Mountain Resort in 1985. Ms. Campbell serves as a member of the board of the National Ski Areas Association and of the Breckenridge Outdoor Education Center.
Michael Z. Barkin has served as Executive Vice President and Chief Financial Officer since April 2013. Mr. Barkin previously served as Vice President of Strategy and Development since July 2012. Prior to joining the Company, he was a principal at KRG Capital Partners, a private equity investment firm, where he was a member of the investment team since 2006. At KRG, Mr. Barkin was responsible for managing new acquisitions and had portfolio company oversight across multiple sectors. Prior to KRG, he worked at Bain Capital Partners, a private equity investment firm, and Bain & Company, a strategy and consulting firm. Mr. Barkin serves on the Board of Trustees of STRIVE Preparatory Charter School.
Kirsten A. Lynch has served as Executive Vice President and Chief Marketing Officer since July 2011. Prior to joining the Company, Ms. Lynch was with PepsiCo, Inc., where she was Chief Marketing Officer of the Quaker Foods and Snacks Division from 2009 to 2011, leading the brand marketing, consumer insights and shopper marketing organization. From 2007 to 2009, she was Vice President of Marketing for Kraft Foods Group, Inc.'s Cheese and Dairy Business Unit. Ms. Lynch had worked for Kraft Foods since 1996, holding various marketing positions for the company's product divisions, including Senior Marketing Director of Kraft Mac & Cheese and Family Dinners, and Senior Brand Manager and Brand Manager for product lines such as salad dressings, barbecue, DiGiorno Pasta & Sauce and Miracle Whip. Ms. Lynch started her career with Ford Motor Company in marketing and sales.
David T. Shapiro has served as Executive Vice President, General Counsel and Secretary since July 2015. Prior to joining the Company, Mr. Shapiro served as General Counsel and Senior Vice President for DaVita Kidney Care, a division of DaVita HealthCare Partners Inc., since 2013, overseeing all aspects of the division's legal work. Mr. Shapiro joined DaVita Kidney Care in 2008, serving as Senior Vice President and Chief Special Counsel from 2012 to 2013 and as Senior Vice President and Chief Compliance Officer from 2008 to 2012. From 2003 to 2007, he served as a trial attorney for the U.S. Department of Justice's Civil Frauds Section in Washington, D.C. and, prior to that, in private practice at law firms in Connecticut, Philadelphia and Washington, D.C. Mr. Shapiro currently serves on the Board of Directors for the Children's Hospital of Colorado.
16
Set forth in the following table is the beneficial ownership of common stock at the close of business on October 5, 2015 for all directors, nominees, the named executive officers listed in the Summary Compensation Table, and, as a group, all directors, nominees and all executive officers as of such date.
|
Common Stock Beneficially Owned |
||||
Name of Beneficial Owner |
Shares |
Percent of Class(1) |
|||
Susan L. Decker | | * | |||
Roland A. Hernandez | 17,443 | * | |||
John T. Redmond | 20,851(2) | * | |||
Hilary A. Schneider | 14,197 | * | |||
D. Bruce Sewell | 11,676 | * | |||
John F. Sorte | 61,659 | * | |||
Peter A. Vaughn | 5,357 | * | |||
Robert A. Katz | 1,227,795(3) | 3.3% | |||
Michael Z. Barkin | 14,110(4) | * | |||
Blaise T. Carrig | 55,066(5) | * | |||
Kirsten A. Lynch | 33,021(6) | * | |||
David T. Shapiro | | * | |||
Randall E. Mehrberg | | * | |||
Directors, nominees and executive officers as a group (12 persons) |
1,472,253(7) | 3.9% |
17
Set forth below is certain information with respect to the only persons known to the Company to be the beneficial owners of more than five percent of the Company's voting securities at the close of business on October 5, 2015.
|
Common Stock Beneficially Owned |
||||
Name of Beneficial Owner |
Shares |
Percent of Class(1) |
|||
Ronald Baron/Baron Capital Group, Inc. | 5,376,563(2) | 14.7% | |||
T. Rowe Price Associates, Inc | 2,853,870(3) | 7.8% | |||
The Vanguard Group, Inc. | 2,191,865(4) | 6.0% | |||
BlackRock, Inc. | 1,964,687(5) | 5.4% |
CORPORATE GOVERNANCE GUIDELINES
The Board acts as the ultimate decision-making body of the Company, except for those matters reserved to or shared with the Company's stockholders. The Board selects, advises and oversees our management, who are responsible for the day-to-day operations and administration of the Company. The Board has adopted Corporate Governance Guidelines which, along with the charters of each of the committees of the Board and the Company's Code of Ethics and Business Conduct, which we refer to as the Code of Ethics, provide the framework for the governance of the Company. A complete copy of the Company's Corporate Governance Guidelines, the charters of the Board committees and the Code of Ethics for directors, officers and employees may be found in the "Investor Relations" section of the Company's website under "Corporate Governance" at www.vailresorts.com. Copies of these materials are also available in print, without charge upon written request to: Secretary, Vail Resorts, Inc., 390 Interlocken Crescent, Broomfield, Colorado 80021.
BOARD LEADERSHIP AND LEAD INDEPENDENT DIRECTOR
Currently, the positions of Chairman of the Board and Chief Executive Officer of the Company are held by the same person, Mr. Katz. When the Chairman of the Board is a non-independent director, the
18
independent directors elect an independent director to serve in a lead capacity. Mr. Katz serves as Chairman of the Board and Mr. Hernandez serves as our Lead Independent Director, or Lead Director. The Board has adopted a Charter of the Lead Independent Director (attached as Appendix A to the Corporate Governance Guidelines), which is available in the "Investor Relations" section of the Company's website under "Corporate Governance" at www.vailresorts.com. The Lead Director coordinates the activities of the other non-management directors and performs such other duties and responsibilities as the Board may determine. The specific duties of the Lead Director include:
The Board believes that a single leader serving as Chairman and Chief Executive Officer, together with an experienced and engaged Lead Director, is the most appropriate leadership structure for the Board at this time. The Board believes that this approach is best because the Chief Executive Officer is the individual with primary responsibility for implementing the Company's strategy as approved by the Board and directing the work of other executive officers. This structure results in a single leader being directly accountable to the Board and, through the Board, to stockholders, and enables the Chief Executive Officer to act as the key link between the Board and other members of management.
The Board held a total of six meetings during fiscal 2015. Each director attended at least 75% of the aggregate of all meetings of the Board and the standing committees of the Board on which he or she served. In accordance with our Corporate Governance Guidelines, directors are invited and encouraged to attend our annual meeting of stockholders. All of our then serving directors attended our 2014 annual meeting of stockholders.
The non-management directors' practice is to meet in executive session following the conclusion of each regularly scheduled quarterly Board meeting to discuss such matters as they deem appropriate and, at least once a year, to review the Compensation Committee's annual review of the Chief Executive Officer. These executive sessions are chaired by the Lead Director. Interested parties, including our stockholders, may communicate with the Lead Director and the non-management directors by following the procedures under the heading "Communications with the Board" below.
19
The Nominating & Governance Committee considers and recommends candidates for election to the Board. The Nominating & Governance Committee also considers candidates for election to the Board, if any, that are submitted by stockholders. Each member of the Nominating & Governance Committee participates in the review and discussion of director candidates. In addition, members of the Board who are not on the Nominating & Governance Committee may meet with and evaluate the suitability of candidates. In making its selections of candidates to recommend for election, the Nominating & Governance Committee seeks persons who have achieved prominence in their field and who possess significant experience in areas of importance to the Company. The minimum qualifications that the Nominating & Governance Committee believes must be met for a candidate to be nominated include independence, wisdom, integrity, understanding and general acceptance of the Company's corporate philosophy, business or professional knowledge and experience that can bear on the Company's and the Board's challenges and deliberations, proven record of accomplishment with excellent organizations, inquiring mind, willingness to speak one's mind, ability to challenge and stimulate management, future orientation, willingness to commit time and energy, diversity, and international/global experience.
Stockholders who wish to submit candidates for consideration by the Nominating & Governance Committee for election at an annual or special meeting of stockholders should follow the procedure described in our Bylaws. The Nominating & Governance Committee applies the same standards in considering candidates submitted by stockholders as it does in evaluating candidates submitted by members of the Board. The Nominating & Governance Committee recommended the nominees for election at this year's annual meeting, all of whom are currently serving as directors.
DETERMINATIONS REGARDING INDEPENDENCE
Under the Company's Corporate Governance Guidelines, a majority of the Board must be comprised of directors who are independent, as determined based on the independence standards of the NYSE's Listed Company Manual. In accordance with our Corporate Governance Guidelines and the NYSE's listing standards, the Board has adopted categorical standards of director independence to assist it in making determinations of independence of Board members. These categorical standards of director independence are available in the "Investor Relations" section of the Company's website under "Corporate Governance" at www.vailresorts.com. The Board has affirmatively determined that each of the nominees, other than Mr. Katz, is "independent" under the NYSE's listing standards and the categorical standards of director independence adopted by the Board.
The Board has adopted a formal process by which interested parties, including our stockholders, may communicate with the Board or the non-management directors. This information is available in the "Investor Relations" section of the Company's website under "Corporate Governance" at www.vailresorts.com.
CODE OF ETHICS AND BUSINESS CONDUCT
The Company has adopted a Code of Ethics that applies to all directors, officers and employees, including its principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions. We make the Code of Ethics available to all directors, officers and employees and convey our expectation that every director, officer and employee read and understand the Code of Ethics and its application to the performance of each such person's business responsibilities. To assist in identifying such proposed transactions as they may arise, our Code of Ethics uses a principles-based guideline to alert directors, officers and employees to potential conflicts of interest. Under the Code of Ethics, a conflict of interest occurs when an individual's personal, social, financial or
20
political interests conflict with his or her loyalty to the Company. Our policy under the Code of Ethics provides that even the appearance of a conflict of interest where none actually exists can be damaging and should be avoided. If any person believes a conflict of interest is present in a personal activity, financial transaction or business dealing involving the Company, then that person is instructed under the Code of Ethics to report such belief to an appropriate individual or department as identified in the Code of Ethics.
The Code of Ethics is available in the "Investor Relations" section of the Company's website under "Corporate Governance" at www.vailresorts.com, or in print, without charge, to any stockholder who sends a request to: Secretary, Vail Resorts, Inc., 390 Interlocken Crescent, Broomfield, Colorado 80021. The Company will also post on its website any amendment to the Code of Ethics and any waiver granted to any of its directors or executive officers.
The Board believes that oversight of the Company's overall risk management program is the responsibility of the entire Board. We view risk management as an important part of the Company's overall strategic planning process. The Board has delegated the regular oversight of the elements of the risk management program to the Audit Committee and the Board receives updates on individual areas of risk from the Audit Committee. The Board schedules a risk management review agenda item for regular Board meetings on a periodic basis and additionally as needed, during which the Audit Committee reports to and informs the Board of its risk management oversight activities. Senior management reports directly to the Audit Committee at each scheduled Audit Committee meeting and additionally as needed on the status of the Company's day-to-day risk management program. The Audit Committee has established an internal audit function to provide management and the Board with ongoing assessments of the Company's risk management processes and systems of internal control. In addition, as part of its responsibilities, the Audit Committee inquires of management and our independent auditors about the Company's processes for identifying and assessing such risks and exposures and the steps management has taken to minimize such risks and exposures to the Company. The Audit Committee also reviews the Company's guidelines and policies that govern the processes for identifying and assessing significant risks or exposures and for formulating and implementing steps to minimize such risks and exposures to the Company.
The Compensation Committee, with the assistance of our independent compensation consultant, reviewed the material compensation policies and practices for all employees, including executive officers. The Compensation Committee considered whether the compensation program encouraged excessive risk taking by employees at the expense of long-term Company value. Based upon its assessment, the Compensation Committee believes that the Company's compensation program, which includes a mix of annual and long-term incentives, cash and equity awards and retention incentives, does not present risks that are reasonably likely to have a material adverse effect on the Company.
The Board has a standing Audit Committee, Compensation Committee, Executive Committee and Nominating & Governance Committee. The charters for each of these committees, which have been approved by the Board, are available in the "Investor Relations" section of the Company's website under "Corporate Governance" at www.vailresorts.com, or in print, without charge, to any stockholder who sends a request to: Secretary, Vail Resorts, Inc., 390 Interlocken Crescent, Broomfield, Colorado 80021. Below is a description of each committee of the Board. Each of the committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities.
21
The Audit Committee is primarily concerned with the effectiveness of the Company's independent registered public accounting firm, accounting policies and practices, financial reporting and internal controls. The Audit Committee acts pursuant to its charter, and is authorized and directed, among other things, to: (1) appoint, retain, compensate, evaluate and terminate, as appropriate, the Company's independent registered public accounting firm; (2) approve all audit engagement fees and terms, as well as all permissible non-audit service engagements with the independent registered public accounting firm; (3) discuss with management and the independent registered public accounting firm and meet to review the Company's annual audited financial statements and quarterly financial statements, including reviewing the Company's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's annual and quarterly reports filed with the SEC; (4) review reports by the independent registered public accounting firm describing its internal quality control procedures and all relationships between the Company, or individuals in financial reporting oversight roles at the Company, and the independent registered public accounting firm; (5) establish procedures, as required under applicable law, for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters; (6) monitor the rotation of partners of the independent auditors on the Company's audit engagement team as required by law; (7) review and approve or reject transactions between the Company and any related persons in accordance with the Company's Related Party Transactions Policy; (8) confer with management and the independent auditors regarding the effectiveness of internal control over financial reporting; (9) oversee management's efforts to monitor compliance with the Company's programs and policies designed to ensure adherence to applicable laws and regulations and the Company's Code of Ethics; (10) annually prepare a report as required by the SEC to be included in the Company's annual proxy statement; and (11) discuss policies with respect to risk assessment and risk management.
The members of the Audit Committee are Mr. Sewell, Chairman, and Messrs. Hernandez, Redmond and Sorte. The Board has determined that Messrs. Sewell, Hernandez, Redmond and Sorte are each an "audit committee financial expert" as defined in the SEC's rules and regulations adopted pursuant to the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), and that all of the members of the Audit Committee are "independent" as defined by the NYSE's listing standards and the rules of the SEC applicable to audit committee members. The Audit Committee held four meetings during fiscal 2015.
Management is responsible for the Company's accounting practices, internal control over financial reporting, the financial reporting process and preparation of the consolidated financial statements. The Company's independent registered public accounting firm is responsible for performing an independent audit of the Company's consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board, or the PCAOB. The Audit Committee's responsibility is to monitor and oversee these processes.
In this context, the Audit Committee has met and held discussions with management and the Company's independent registered public accounting firm. Management represented to the Audit Committee that the Company's consolidated financial statements for the fiscal year ended July 31, 2015 were prepared in accordance with generally accepted accounting principles. The Audit Committee reviewed and discussed the consolidated financial statements with management and the Company's independent registered public accounting firm, including a discussion of the quality of the accounting principles, the reasonableness of significant judgments, the clarity of disclosures in the financial statements and management's assessment of the effectiveness of the Company's internal control over financial reporting. The Audit Committee further discussed with the Company's independent registered public accounting firm the matters required to be discussed under the rules adopted by the PCAOB, as well as the
22
Company's independent registered public accounting firm's opinion on the effectiveness of the Company's internal control over financial reporting.
The Company's independent registered public accounting firm also provided to the Audit Committee the written disclosures and letter required by applicable requirements of the PCAOB regarding the independent accountants' communications with the Audit Committee concerning independence, and the Audit Committee discussed with the Company's independent registered public accounting firm, and were satisfied with, that firm's independence from the Company and its management. The Audit Committee has also considered whether the Company's independent registered public accounting firm's provision of non-audit services to the Company is compatible with the auditors' independence.
The Audit Committee discussed with the Company's internal auditor and independent registered public accounting firm the overall scope and plans for their respective audits. The Audit Committee meets with the Company's independent registered public accounting firm, with and without management present, to discuss the results of their examination, their evaluation of the Company's internal control over financial reporting and the overall quality of the Company's financial reporting. In addition, the Audit Committee meets with the internal auditor, with and without management present, to discuss the results of their examination and evaluation of the Company's internal control over financial reporting. The Audit Committee has also reviewed and discussed Company policies with respect to risk assessment and risk management.
Based upon the Audit Committee's discussion with management and the Company's independent registered public accounting firm referred to above, the Audit Committee recommended to the Board that the Company's audited financial statements as of and for the fiscal year ended July 31, 2015 be included in the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 2015 for filing with the SEC.
Audit Committee D. Bruce Sewell, Chairman Roland A. Hernandez John T. Redmond John F. Sorte |
The Compensation Committee acts pursuant to its charter and is authorized and directed, among other things, to: (1) review and approve corporate goals and objectives relevant to the Chief Executive Officer's compensation, evaluate the Chief Executive Officer's performance in light of those goals and objectives (including the Chief Executive Officer's performance in fostering a culture of ethics and integrity), and, either as a committee or together with the other independent directors (as directed by the Board), determine and approve the Chief Executive Officer's compensation level based on this evaluation; (2) review the performance of and the individual elements of total compensation for the executive officers of the Company, including any amendments to such executive's employment agreement, any proposed severance arrangements or change in control and similar agreements/provisions, and any amendments, supplements or waivers to the foregoing agreements; (3) oversee the Company's overall compensation structure, policies and programs for executive officers and employees, including assessing the incentives and risks arising from or related to the Company's compensation programs and plans, and assessing whether the incentives and risks are appropriate; (4) review and approve the Company's incentive compensation and equity-based plans and approve changes to such plans, in each case subject, where appropriate, to stockholder or Board approval, and review and approve issuances of equity securities to employees of the Company; (5) review and recommend to the Board annual retainer and meeting fees for non-employee members of the Board and committees of the Board, fix the terms and awards of stock compensation for such members of the Board and determine the terms, if any, upon which such fees may be deferred; (6) produce a compensation committee report on executive officer compensation as required
23
by the SEC, after the committee reviews and discusses with management the Company's Compensation Discussion and Analysis, or CD&A, and consider whether to recommend that it be included in the Company's proxy statement or Annual Report on Form 10-K filed with the SEC; and (7) consider and recommend to the Board the frequency of the Company's advisory vote on executive compensation.
The members of the Compensation Committee are Mr. Sorte, Chairman, Ms. Schneider and Mr. Vaughn. The Board has determined that all members of the Compensation Committee are "independent" as defined by the NYSE's listing standards. In addition, the Compensation Committee consists of "non-employee directors," within the meaning of Rule 16b-3 promulgated under the Exchange Act and "outside directors," within the meaning of regulations promulgated under Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. The Compensation Committee held four meetings during fiscal 2015.
Compensation Committee Processes and Procedures
The Compensation Committee meets as often as necessary to carry out its responsibilities. The agenda for each meeting is usually developed by the Chairman of the Compensation Committee, in consultation with the Chief Executive Officer. The Chief Executive Officer does not participate in and is not present during any deliberations or determinations of the Compensation Committee regarding his compensation or individual performance objectives. The charter of the Compensation Committee grants the Compensation Committee sole authority, at the expense of the Company, to retain or to obtain advice from a compensation consultant, legal counsel or other adviser to assist in the execution of the Compensation Committee's responsibilities. The Compensation Committee is directly responsible for the appointment, compensation and oversight of the work of any consultant or adviser retained and has authority to approve the fees and other retention terms. The Compensation Committee expects that it will seek advice from independent compensation consultants as it deems necessary on a periodic basis, but not necessarily annually, in order to determine that the Company's compensation programs remain appropriate and consistent with industry practices. Prior to the retention of any compensation consultant, legal counsel or any other external adviser, the Compensation Committee will assess the independence of such adviser from management, taking into consideration all factors relevant to such adviser's independence, including factors specified in the NYSE listing standards.
During fiscal 2015, the Compensation Committee engaged Hewitt Associates LLC, which we refer to as AON Hewitt, which is a wholly-owned subsidiary of AON plc, as its independent compensation consultant for certain executive compensation matters. AON Hewitt was retained by the Compensation Committee to review the Company's executive compensation programs, including an analysis of both the competitive market and the design of the programs. As part of its reports to the Compensation Committee, AON Hewitt evaluated our compensation programs and provided an analysis relating to the compensation of our Chief Executive Officer and the Company's performance and a risk assessment of our compensation programs.
In fiscal 2015, AON Hewitt was paid $77,296 for these executive compensation consulting services provided to the Compensation Committee. As noted above, AON Hewitt is an indirect wholly-owned subsidiary of AON plc. AON plc is a multinational, multi-services insurance and consulting firm. During fiscal 2015, AON Hewitt and its affiliates provided general health and benefits consulting, actuarial consulting services and other human resource related services to the Company. The decision to engage AON Hewitt and its affiliates for these additional services was made by management as part of the Company's existing relationship with AON Hewitt concerning these services, and was not approved, or required to be approved, by the Compensation Committee. Fees for the foregoing additional services in fiscal 2015 were $602,393. The individuals at AON Hewitt that advise the Compensation Committee on executive compensation matters have no involvement in the other services provided to the Company by AON Hewitt and its affiliates, and the individuals at AON Hewitt advising the Compensation Committee report directly to, and are overseen by, the Compensation Committee. These individuals have no other
24
relationship with the Company or management. The Compensation Committee has evaluated the independence of AON Hewitt and concluded that the work of AON Hewitt and its affiliates presents no conflict of interest.
Under its charter, the Compensation Committee may form, and delegate authority to, subcommittees, as appropriate, and the Chief Executive Officer has been granted authority to grant certain equity based awards for hiring incentive grants, correction grants or to promoted non-executive employees. The purpose of this delegation of authority is to enhance the flexibility of equity administration within the Company and to facilitate the timely grant of equity awards to new or recently promoted non-executive employees within specified limits approved by the Compensation Committee. The Chief Executive Officer's authority to make new hire incentive grants is limited by the restrictions established by the Compensation Committee.
Historically, the Compensation Committee has made adjustments to annual compensation, determined annual cash and equity awards, and established new performance objectives at one or more meetings held during the first quarter of the fiscal year. However, the Compensation Committee also considers matters related to individual compensation, such as compensation for new executive hires, at various times as needed throughout the year. Generally, the Compensation Committee's process comprises two related elements: the determination of compensation levels and the establishment of performance objectives for the fiscal year. For executives other than the Chief Executive Officer, the Compensation Committee solicits and considers evaluations and recommendations submitted to the committee by the Chief Executive Officer. The Compensation Committee makes all final determinations regarding these awards, and none of our executive officers, including the Chief Executive Officer, are involved in the determination of their own compensation. In the case of the Chief Executive Officer, the evaluation of his performance is conducted by the Compensation Committee, which determines any adjustments to his compensation as well as awards to be granted. The non-management directors' practice is to meet in executive session following the Board meeting in September of each year to review and ratify the Compensation Committee's annual review of the Chief Executive Officer. For all executives and directors, as part of its deliberations, the Compensation Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, tax and accounting information, tally sheets that set forth the total compensation that may become payable to executives in various hypothetical scenarios, executive and director stock ownership information, company stock performance data, analyses of historical executive compensation levels and current Company-wide compensation levels, and recommendations of the Compensation Committee's compensation consultant, including analyses of executive and director compensation paid at other companies identified by the consultant.
The specific determinations of the Compensation Committee with respect to executive compensation for fiscal 2015 are described in greater detail in the CD&A section of this proxy statement, as well as the narrative disclosure that accompanies the Summary Compensation Table and related tables in the Executive Compensation section of this proxy statement.
Compensation Committee Interlocks and Insider Participation
During fiscal 2015, no Compensation Committee interlocks existed between the Company and any other entity, meaning none of our executive officers currently serves, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers serving as a member of our Board or Compensation Committee. No member of our Compensation Committee has ever been an executive officer or employee of the Company.
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The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this proxy statement. Based upon this review and discussion, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated into our Annual Report on Form 10-K for the fiscal year ended July 31, 2015.
Compensation Committee John F. Sorte, Chairman Hilary A. Schneider Peter A. Vaughn |
The Executive Committee has all powers and rights necessary to exercise the full authority of the Board during the intervals between meetings of the Board in the management of the business and affairs of the Company, subject to certain limitations set forth in the charter of the Executive Committee. The members of the Executive Committee are Messrs. Katz, Hernandez and Sorte. The Executive Committee held numerous discussions, but no meetings during fiscal 2015.
The Nominating & Governance Committee
The Nominating & Governance Committee acts pursuant to its charter and is authorized and directed to: (1) review the overall composition of the Board; (2) actively seek individuals qualified to become Board members for recommendation to the Board; (3) identify and recommend to the Board director nominees for the next annual meeting of stockholders and members of the Board to serve on the various committees of the Board; (4) oversee the evaluation of the performance of the Board and oversee the annual self-evaluation process of the Board and each committee; (5) review and reassess the adequacy of the Corporate Governance Guidelines of the Company and recommend any proposed changes to the Board for approval; (6) review and present to the Board individual director candidates recommended for the committee's consideration by stockholders and stockholder nominations for director that are made in writing to the Secretary of the Company in compliance with the Company's Bylaws; and (7) review and present to the Board stockholder proposals. The Nominating & Governance Committee also has the authority to retain and terminate any search firm to be used to identify candidates and to approve the search firm's fees and other retention terms.
The members of the Nominating & Governance Committee are Mr. Hernandez, Chairman, and Messrs. Sewell and Sorte. The Board has determined that all members of the Nominating & Governance Committee are "independent" as defined by the NYSE's listing standards. The Nominating & Governance Committee held one meeting during fiscal 2015.
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DIRECTOR COMPENSATION |
DIRECTOR COMPENSATION FOR FISCAL 2015
The following table provides information concerning the compensation of our non-employee directors in fiscal 2015:
Name(1) |
Fees Earned or Paid in Cash ($)(2) |
Stock Awards ($)(3) |
All Other Compensation ($)(4) |
Total ($) |
|||||||||
Roland A. Hernandez(5) |
147,500 | 181,047 | | 328,547 | |||||||||
Richard D. Kincaid(6) |
55,833 | 181,047 | | 236,880 | |||||||||
John T. Redmond(7) |
84,000 | 181,047 | | 265,047 | |||||||||
Hilary A. Schneider(8) |
73,500 | 181,047 | | 254,547 | |||||||||
D. Bruce Sewell(9) |
96,308 | 181,047 | 11,161 | 288,516 | |||||||||
John F. Sorte(10) |
129,000 | 181,047 | 12,704 | 322,751 | |||||||||
Peter A. Vaughn(11) |
74,500 | 181,047 | 22,094 | 277,641 |
|
| | Committees | |||||||||||||||||||||||||||||||
|
Board of Directors | Audit | Compensation |
Nominating & Governance |
Executive | | | |||||||||||||||||||||||||||
Name
|
Board Service ($) |
Meeting Attendance ($) |
Committee Service ($) |
Meeting Attendance ($) |
Committee Service ($) |
Meeting Attendance ($) |
Committee Service ($) |
Meeting Attendance ($) |
Committee Service ($) |
Meeting Attendance ($) |
Total ($) |
|||||||||||||||||||||||
Roland A. Hernandez |
75,000 | 25,000 | 15,000 | 6,000 | | | 15,000 | 1,500 | 10,000 | | 147,500 | |||||||||||||||||||||||
Richard D. Kincaid |
23,333 | 15,000 | | | 5,000 | 6,000 | 5,000 | 1,500 | | | 55,833 | |||||||||||||||||||||||
John T. Redmond |
35,000 | 26,000 | 15,000 | 8,000 | | | | | | | 84,000 | |||||||||||||||||||||||
Hilary A. Schneider |
35,000 | 25,000 | | | 7,500 | 6,000 | | | | | 73,500 | |||||||||||||||||||||||
D. Bruce Sewell |
35,000 | 26,000 | 25,000 | 8,000 | | | 2,308 | | | | 96,308 | |||||||||||||||||||||||
John F. Sorte |
35,000 | 26,000 | 15,000 | 8,000 | 20,000 | 6,000 | 7,500 | 1,500 | 10,000 | | 129,000 | |||||||||||||||||||||||
Peter A. Vaughn |
35,000 | 26,000 | | | 7,500 | 6,000 | | | | | 74,500 |
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Name
|
Charitable Donations ($)(a) |
Company-paid Lodging, Ski School Privileges and Discretionary Spending on Goods and Services ($)(b) |
Total ($) |
|||||||
Roland A. Hernandez |
| | | |||||||
Richard D. Kincaid |
| | | |||||||
John T. Redmond |
| | | |||||||
Hilary A. Schneider |
| | | |||||||
D. Bruce Sewell |
| 11,161 | 11,161 | |||||||
John F. Sorte |
3,027 | 9,677 | 12,704 | |||||||
Peter A. Vaughn |
| 22,094 | 22,094 |
All of our non-employee directors receive annual cash fees, payable in quarterly installments. For fiscal 2015, the annual cash retainer for each Board member was $35,000 and meeting fees were $5,000 for each Board meeting attended in person and $1,000 for meetings attended telephonically. In addition, the Lead Director of the Board received an additional $40,000 per year and the Chairman of the Audit Committee received an additional $25,000 per year. Each other Audit Committee member received an additional $15,000 per year, the Chairman of the Compensation Committee received an additional $20,000 per year, the Chairman of the Nominating & Governance Committee received an additional $15,000 per year, and each other Compensation Committee member and Nominating & Governance Committee member received an additional $7,500 each per year. Members of the Executive Committee received an additional $10,000 per year. A non-executive Chairman of the Board would have received an additional annual retainer of $50,000, but our Chief Executive Officer is currently our Chairman of the Board and he is not entitled to this retainer. Members of the Audit Committee received $2,000 per committee meeting attended and members of the Compensation Committee and Nominating & Governance Committee received $1,500 per committee meeting attended.
All directors received reimbursement of their reasonable travel expenses in connection with their service.
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The Company provides its non-employee directors with equity compensation as determined each year by the Compensation Committee, which for fiscal 2015, was approximately $181,125, which consisted of 2,119 RSUs granted on September 23, 2014 that cliff vest one year from the date of grant. The aggregate grant date fair value of these RSUs is set forth under the "Stock Awards" column of the Director Compensation Table and described in footnote 3 above.
LIMITED DIRECTOR PERQUISITES AND PERSONAL BENEFITS
Non-employee directors receive benefits consisting of lodging, ski school privileges and discretionary spending on services or goods at our resorts for personal use in accordance with the terms of the Company's Perquisite Fund Program. Each director is entitled to an annual $40,000 allowance to be used at the Company's resorts in accordance with such program, under which directors may draw against the account to pay for services or goods at the market rate. Unused funds in each director's account at the end of each fiscal year are forfeited. In accordance with SEC rules, the value of these benefits is measured on the basis of the estimated aggregate incremental cost to the Company. For this purpose, perquisites do not include benefits generally available on a non-discriminatory basis to all of our employees, such as skiing privileges.
In addition, each year we allow each director to designate one charity as the recipient of a vacation package with a retail value of no more than $4,000 and to include only the same array of services that are eligible under the Perquisite Fund Program. We also require that the package be given as part of a public event, dinner or auction and that the Company receive appropriate credit and marketing presence.
STOCK OWNERSHIP GUIDELINES FOR NON-EMPLOYEE DIRECTORS
Each non-employee director must own the greater of five times his or her annual cash retainer for Board service or $250,000 in value within five years of the date such director is elected or appointed to the Board. Directors are not permitted to sell any shares of common stock (except to pay the exercise price of a particular equity grant, if any, or taxes generated as a result of equity grants) until such time as the ownership guidelines have been satisfied and then only to the extent that such sales do not reduce such director's ownership below the threshold requirement. Shares of common stock, stock owned in a directed retirement plan or IRA and the intrinsic value of vested equity grants count as stock ownership for purposes of these guidelines.
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who beneficially own more than 10% of our common stock, to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Our directors, executive officers and greater-than-10% stockholders are required by SEC rules to furnish us with copies of all Section 16(a) reports that they file. We file Section 16(a) reports on behalf of our directors and executive officers to report their initial and subsequent changes in beneficial ownership of our common stock. To our knowledge, based solely on a review of the reports we filed on behalf of our directors and executive officers, written representations from these persons that no other reports were required and all Section 16(a) reports provided to us, we believe that during fiscal 2015 our directors, executive officers and holders of more than 10% of our common stock filed the required reports on a timely basis under Section 16(a).
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RELATED PARTY TRANSACTIONS POLICY AND PROCEDURES
We have adopted a written Related Party Transactions Policy that sets forth the Company's policies and procedures regarding the identification, review, consideration and approval or ratification of "related party transactions." For purposes of our policy only, a "related party transaction" is a transaction, contract, agreement, understanding, loan, advance or guarantee (or any series of similar transactions or arrangements) in which the Company and any "related person" are participants involving an amount that exceeds $120,000. Transactions involving compensation for services provided to the Company solely in their capacity as an officer or director by a related person are not covered by this policy. A related person is any executive officer, director, or more than 5% stockholder of the Company, or any immediate family member of an executive officer or director, including any entity in which such persons are an officer or 10% or greater equity holder.
Under the policy, where a transaction has been identified as a related party transaction, management must present information regarding the proposed related party transaction to the Chairman of the Audit Committee, the full Audit Committee or the Board for consideration and approval or ratification, depending upon the size of the transaction involved. In considering related party transactions, the Audit Committee takes into account the fairness of the proposed transaction to the Company and whether the terms of such transaction are at least as favorable to the Company as it would receive or be likely to receive from an unrelated third party in a comparable or substantially comparable transaction.
To ensure that our existing procedures are successful in identifying related party transactions, the Company distributed questionnaires to its directors and executive officers shortly following the end of the fiscal year which included, among other things, inquiries about any transactions they have entered into with us.
During fiscal 2015 and through the date of this proxy statement, there were no related party transactions under the relevant standards described above.
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COMPENSATION DISCUSSION AND ANALYSIS
This CD&A describes our executive compensation program, the various components of our program and the compensation-related decisions made for fiscal 2015 with respect to our named executive officers ("NEOs"). For purposes of this CD&A and the compensation tables and narratives that follow, the NEOs for fiscal 2015 were:
Our NEOs for fiscal 2015 also include one former executive officer:
On July 13, 2015, David T. Shapiro joined the Company as our Executive Vice President, General Counsel and Secretary. Mr. Shapiro replaced Randall E. Mehrberg, our former Executive Vice President, General Counsel and Secretary, who left the Company on April 17, 2015. In addition, Blaise T. Carrig announced in November 2014 his intent to resign as PresidentMountain Division on August 1, 2015 as part of a planned leadership succession. On August 1, 2015, Mr. Carrig transitioned to the non-executive officer role of senior mountain advisor through October 1, 2017. Patricia A. Campbell, who previously served as Executive Vice President and Chief Operating Officer of Breckenridge Ski Resort, was appointed PresidentMountain Division as Mr. Carrig's successor on August 1, 2015.
Our executive compensation program, which is grounded in the principle of pay-for-performance, is intended to reward our executive officers and senior management for sustained, high-level performance over the short- and long-term as demonstrated by measurable, company-wide performance metrics and individual contributions that are consistent with our overall growth strategy and achievement of goals. We compensate our executive officers and senior management with a combination of cash compensation (in the form of base salary and cash incentive compensation) and equity awards. Our compensation program has been structured to enhance our ability to achieve our short-term and long-term strategic goals and to retain and motivate our executive officers and senior management to achieve such goals.
Our Executive Compensation Program Emphasizes Pay-for-Performance
The primary objective of our executive compensation program is to emphasize pay-for-performance by incentivizing our executive officers and senior management to drive superior results and generate stockholder value. We accomplish this objective in the following ways:
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awards as approximately 50% of the award value in RSUs and approximately 50% of the award value in a combination of Premium SARs and Market SARs.
Our Executive Compensation Program is Supported by Our Stockholders
At our annual meeting of stockholders on December 5, 2014, approximately 99.9% of the votes cast on the proposal were voted in support of the advisory resolution to approve the compensation of our named executive officers. After considering the results of this vote, the Compensation Committee concluded that there is strong stockholder support of our executive compensation program and its emphasis on pay-for-performance. As a result, the Compensation Committee determined to maintain the current executive compensation program. At our 2011 annual meeting, our stockholders expressed a preference that advisory votes on executive compensation occur every year, as recommended by our Board of Directors. Consistent with this preference, our Board of Directors has determined to implement an advisory vote on executive compensation every year until the next advisory vote on the frequency of stockholder votes on executive compensation, which will occur no later than the Company's annual meeting of stockholders in 2017.
Fiscal 2016 Committee Actions
For fiscal 2016, as part of its annual assessment of our compensation approach, including how we balance our pay-for-performance philosophy and the key metrics and focus of the Company, the Compensation Committee determined that for each NEO, 95% of the funding of the MIP will be based upon the achievement of Resort EBITDA and 5% will be based upon achievement of the VRDC Performance Goals (as defined below), including Real Estate EBITDA, because of the reduced overall impact the VRDC Performance Goals, including Real Estate EBITDA, have on the financial and operating results of the Company.
As discussed more fully elsewhere in this proxy statement, our Board recently adopted, subject to stockholder approval, the Vail Resorts, Inc. 2015 Omnibus Incentive Plan, referred to in this proxy statement as the 2015 Plan. The 2015 Plan, if approved by stockholders at our annual meeting, will replace our 2002 Plan as our vehicle for equity compensation awards. The terms of the 2015 Plan are discussed in greater detail in "Proposal 3: Approval of the Vail Resorts, Inc. 2015 Omnibus Incentive Plan."
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Effective Corporate Governance Reinforces Our Executive Compensation Program
The following features of our executive compensation program are evidence of our commitment to good corporate governance practices generally:
WHAT WE DO: | WHAT WE DON'T DO: | |
| | |
Annual Advisory Vote to Approve Executive Compensation. We provide our stockholders with an annual opportunity to vote on an advisory resolution to approve the compensation paid to our named executive officers as disclosed in the proxy statement. Independent Compensation Committee. Our executive compensation program is reviewed annually by the Compensation Committee, which consists solely of independent directors and makes all final determinations regarding executive compensation. Significant Portion of Executive Compensation Tied to Performance. A significant portion of our NEOs' compensation is comprised of elements of performance-based, incentive compensation that are tied to defined corporate and individual performance goals or stock price performance. In the last three fiscal years, approximately 83.2% of our CEO's total compensation and approximately 67.6% of our other NEOs' total compensation, on average, as reported in the Summary Compensation Table, has been in the form of short and long-term incentive-based compensation (MIP award and equity awards). In addition, approximately 50% of the long-term equity incentives granted to our CEO each fiscal year consist of "performance-based" awards. Significant Portion of Executive Compensation Delivered in the Form of Long-Term Equity-Based Incentives. A significant portion of our NEOs' compensation is comprised of long-term equity incentive awards, consisting of SARs and RSUs, which generally vest over three years. In the last three fiscal years, approximately 77.5% of our CEO's total compensation and approximately 58.2% of our other NEOs' total compensation, on average, as reported in the Summary Compensation Table, has been in the form of long-term equity-based incentives. Mr. Katz receives 50% of his annual MIP award in cash and the other 50% in RSUs that vest annually over a three-year period (included in the percentage above), meaning one-half of the MIP award earned on the basis of the Company's achievement of annual performance goals is subject to further time-based vesting and changes in the value of our common stock over that period. |
No Excessive Perquisites. We provide our executives with only limited perquisites, which are generally limited to credit at our owned and operated properties and which are designed to incentivize our executives to visit and use our resorts in order to inform decision making regarding our business and provide relevant feedback concerning our properties and services. No Tax Gross-Ups on Perquisites, Except for Standard Relocation Benefits. We do not pay tax gross-ups on the limited perquisites that our executives receive, except in the case of standard relocation benefits available to all similarly situated employees. No Excise Tax Gross-Ups. We are not required to pay excise tax gross-ups in connection with the change in control arrangements provided to our executives. No Automatic Salary Increases or Guaranteed Bonuses. We do not guarantee annual salary increases or bonuses and none of the employment agreements with any NEO contain such provisions. No "Single Trigger" Automatic Payments or Benefits Upon a Change in Control. The change in control arrangements provided to our executives require a termination event (including a termination by the executive for "good reason") following a change in control before any cash-based payments or benefits are triggered. No Hedging. Under our Insider Trading Compliance Program, our executives are prohibited from conducting short sales or using derivatives or other instruments designed to hedge against the risk of ownership of our securities, including put and call options and collar transactions. No Equity Repricing. We expressly prohibit the repricing of underwater stock options and SARs without stockholder approval. |
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WHAT WE DO: | WHAT WE DON'T DO: | |
| | |
Market Alignment of Compensation But With Greater Emphasis on At-Risk Compensation. To attract and retain talented executives, we seek to align target pay levels for our NEOs between the 50th and 75th percentile of compensation as compared with companies in our peer group. However, as compared with companies in our peer group, we generally make at-risk compensation a more significant component of our NEOs' compensation in order to emphasize pay-for-performance and we generally make SARs a much larger portion of their at-risk compensation than RSUs. Independent Compensation Consultant. The Compensation Committee periodically retains and receives advice from an independent compensation consultant. Clawback Policy. The Compensation Committee has adopted a clawback policy that, in the event of a financial restatement, allows us to recoup cash- or equity-based incentive compensation from executive officers that was paid based on the misstated financial information. Stock Ownership Guidelines. Our executive officers are subject to stock ownership guidelines, requiring that they hold a meaningful amount of our common stock, which helps to align their interests with those of our stockholders. Use of Tally Sheets. The Compensation Committee uses tally sheets that provide information as to all compensation that is potentially available to our NEOs when evaluating executive compensation. Annual Risk Assessment. The Compensation Committee, with the assistance of our independent compensation consultant, annually conducts a compensation risk assessment to determine whether our compensation policies and practices, or components thereof, create risks that are reasonably likely to have a material adverse effect on the Company. |
No Pension Plans or SERPs. We do not provide our executives with tax-qualified defined benefit pension plans or supplemental executive retirement plans. |
Key Objectives of Our Executive Compensation Program
Our executive compensation program focuses on the following three key objectives:
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Participants in Setting Executive Compensation
The Compensation Committee is responsible for determining the compensation of our executive officers, including our NEOs. In appropriate circumstances, such as when new market data supports a market adjustment, the Compensation Committee, in its discretion, considers the recommendations of our CEO in setting executive compensation, including the compensation of the other NEOs. The Compensation Committee, however, makes all final determinations regarding these awards and no executive officer is involved in the deliberations or the determination with respect to his or her own compensation. The non-management directors' practice is to meet in executive session following the Board meeting in September of each year to review and ratify the Compensation Committee's annual review of the CEO.
Comparative Framework
To achieve our executive compensation objectives, the Compensation Committee periodically analyzes market data and evaluates individual executive performance with a goal of setting compensation at levels the Compensation Committee believes, based on their general business and industry knowledge and experience, are comparable with executives in other companies operating in the leisure, travel, gaming and hospitality industries, which we refer to as our "peer group." We face a somewhat unique challenge in establishing a peer group because few publicly-traded companies participate in more than one of our operating segments. Thus, when evaluating executive compensation, the Compensation Committee includes in our peer group a variety of leisure, travel, gaming and hospitality companies with whom we may compete for executive talent and the discretionary travel dollars of our guests.
When performing its annual executive compensation review, the Compensation Committee has sole authority to engage an independent compensation consultant to assist in obtaining market data and analyzing the competitive nature of our compensation programs. In fiscal 2014, the Compensation Committee engaged AON Hewitt to conduct a competitive market study of the Company's executive compensation program and to advise on compensation decisions. The study analyzed our executive compensation relative to AON Hewitt's proprietary survey data, which consisted of companies with comparable revenues, as well as to publicly-traded peer group companies recommended by AON Hewitt. Our Compensation Committee then confirmed a peer group based upon this data. The peer group used by the Compensation Committee for fiscal 2015 compensation decisions consisted of the following companies:
Boyd Gaming Corporation Cedar Fair, L.P. Choice Hotels International Inc. Churchill Downs Inc. Hyatt Hotels Corporation International Speedway Corporation Isle of Capri Casinos, Inc. |
Life Time Fitness Inc. Marriott International, Inc. Penn National Gaming Inc. Pinnacle Entertainment, Inc. Six Flags Entertainment Corporation Starwood Hotels & Resorts Worldwide Inc. Wyndham Worldwide Corporation |
The Compensation Committee primarily uses survey data from AON Hewitt to set target pay levels for competitive and retention purposes. The Compensation Committee then uses peer group information generally to confirm target pay levels for our NEOs are between the 50th and 75th percentile of compensation as compared with companies in our peer group. However, as compared with companies in
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our peer group, we generally make at-risk compensation a more significant component of our NEOs' compensation in order to emphasize pay-for-performance. We believe that compensating our NEOs with a larger proportion of at-risk compensation elements (such as the MIP award, SARs and RSUs) in relation to more static compensation elements (such as base salary) and a larger proportion of long-term equity incentives (such as SARs and RSUs) in relation to short-term compensation elements (such as base salary and the MIP award) compared with the peer group more closely aligns the interests of our NEOs with those of our stockholders.
The Compensation Committee will continue to seek advice from independent compensation consultants as it deems necessary on a periodic basis to help ensure that the Company's compensation programs remain appropriate and consistent with industry practices. Although the Compensation Committee believes that it is important to periodically review the compensation policies of its peer group and the survey data, the Compensation Committee also believes that our executive compensation program must further our business objectives and be consistent with our culture. Therefore, while the Compensation Committee reviews the peer group and survey data, including the total and type of compensation paid to executive officers at peer group companies to further validate that the compensation paid to the executive officers remains competitive, the Compensation Committee does not necessarily make any particular adjustments to the compensation paid to the executive officers based on the peer group or survey data.
Company-Specific Factors
In addition to considering market data with respect to executive compensation practices of companies within our peer group, the Compensation Committee takes into account individual performance, our retention needs, our relative performance and our own strategic goals. We also conduct an annual review of the aggregate level of our executive compensation program as part of our annual budget review and annual performance review processes, which include determining the operating metrics and non-financial elements used to measure our performance and to compensate our executive officers. For example, in fiscal 2010, as part of a Company-wide wage reduction plan to control expenses, our executive officers were subject to a 10% salary reduction and our CEO received no salary for a twelve-month period.
The Compensation Committee, in conjunction with any data and recommendations provided by our independent compensation consultant in any given year, also annually analyzes tally sheets prepared for each NEO. These tally sheets present the dollar amount of each component of the NEO's compensation, including current cash compensation (base salary and the MIP award), perquisites and the value of equity awards previously granted to the NEO, as well as the amounts that would have been payable to the NEO if employment had been terminated under a variety of scenarios as of the end of the most recently completed fiscal year. The Compensation Committee uses these tally sheets, which provide substantially the same information as is provided in the tables included in this proxy statement, together with peer group data, primarily for purposes of analyzing our NEOs' total compensation and determining whether it is appropriate to adjust the compensation mix for our NEOs on a going forward basis. In its most recent review of tally sheets, the Compensation Committee determined that total compensation amounts for our NEOs remained consistent with our executive compensation philosophy and objectives.
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Overview
Our executive compensation program consists of the following elements:
Compensation Element |
Objective | Key Features | ||
Base Salary | To attract and retain executives with a proven track record of performance | Established based primarily on the scope of their responsibilities, taking into account individual performance and experience, competitive market compensation for similar positions, as well as seniority of the individual, our ability to replace the individual, the impact the individual's loss would have to the Company, and other factors which may be deemed to be relevant by the Compensation Committee, in their discretion.
Reviewed annually by the Compensation Committee and, based on this review, may be adjusted to realign salaries with market levels after taking into account individual responsibilities, the impact upon, and relative level of responsibility for, the Company's performance, long-term Company and individual performance and expertise.
No guaranteed increases to base salary. |
||
Annual MIP Award |
To incentivize achievement of annual financial, operational and strategic goals and achievement of individual annual performance objectives |
For each fiscal year, Company and individual performance elements drive two different aspects of the MIP: (1) the aggregate amount of funds available under the MIP (driven by Company performance), and (2) the specific allocation of awards to participants under the MIP (driven by Company performance for Mr. Katz and individual performance for the other NEOs).
Mr. Katz receives his annual MIP award 50% in cash and 50% in RSUs that vest annually over a three-year period. |
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Compensation Element |
Objective | Key Features | ||
Equity Incentives | To increase long-term stockholder value by retaining our executive officers in a competitive business environment and aligning the interests of these officers with those of our stockholders by encouraging stock ownership by our executive officers | Equity awards are granted under our Amended and Restated 2002 Long Term Incentive and Share Award Plan, referred to in this proxy statement as the 2002 Plan, previously approved by stockholders.
For fiscal 2015, we used grants of service-based vesting RSUs and SARs because RSUs and SARs provide both a high perceived value and strong retention value, and in part because executives do not incur out-of-pocket expenses to participate in these equity awards, thus providing additional linkage between the interests of our NEOs and our stockholders.
The Compensation Committee has adopted a long-term equity-based incentive grant practice for our CEO, such that approximately 50% of the grants will be performance-based. For fiscal 2015, the Compensation Committee concluded that instead of providing the long-term equity incentive awards as 50% Premium SARs and 50% Market SARs (as was done for fiscal 2014), the Compensation Committee awarded Mr. Katz his long-term equity incentive awards as approximately 50% of the award value in RSUs and approximately 50% of the award value in a combination of Premium SARs and Market SARs. In fiscal 2015, this consisted of 22,642 RSUs, 49,063 Premium SARs and 21,611 Market SARs, which vest annually over three years. |
||
|
The use of RSUs aligns the interests of our executives with that of our stockholders through stock ownership.
SARs are granted with an exercise price of no less than the fair market value of our common stock on the date of grant (and in some cases as noted above, with an exercise price that exceeds the fair market value on the date of grant), and as a result, executives realize value only to the extent the price of our common stock appreciates after the grant date.
RSUs and SARs typically vest annually over three years. However, in certain instances, the Compensation Committee grants awards with cliff vesting as a retention tool where, for instance, the entire award does not vest until the end of a three-year period. |
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Compensation Element |
Objective | Key Features | ||
Deferred Compensation | To attract and retain executives with a proven track record of performance and to provide a tax-efficient means for executives to save for retirement | Executives can elect to defer up to 80% of their base salary and 100% of their annual MIP award.
Executives can invest these amounts in pre-tax dollars in designated hypothetical investments for their accounts, and their accounts are credited with gains or losses in accordance with their selections. |
||
Limited Perquisites |
To incentivize executives to use the Company's services in order to help them in their performance by allowing them to evaluate our resorts and services based upon firsthand knowledge |
Includes benefits relating to the use of one or more of our owned and operated private clubs, including skiing and parking privileges, as a part of their responsibilities and employment.
Also includes our Perquisite Fund Program, under which certain of our senior management, receive an annual allowance, based on executive level, to be used at the Company's owned or operated resorts. Executives may draw against the account to pay for services or goods, at the market rate for the applicable resort or services. Amounts of the fund used by executives are taxed as ordinary income, like other compensation. Unused funds in each executive's account at the end of each fiscal year are forfeited.
All Company employees enjoy skiing privileges, not just our executives. |
Base Salary
The Compensation Committee generally reviews and adjusts base salaries annually at its September committee meeting, with new salaries effective in mid-October. The following table sets forth the annual base salaries approved by the Compensation Committee for fiscal 2015 compared to fiscal 2014 and shows the percentage change from the prior year. Fiscal 2015 base salary increases were approved for all NEOs in recognition of achieving their individual performance goals in fiscal 2014 and, except as otherwise set forth below, consistent with 3.0% merit increases for employees generally who achieved their individual performance goals in the prior fiscal year. Mr. Barkin and Ms. Lynch's percentage change reflects a merit increase, additional adjustments in recognition of their performance and their impact on the overall results of the Company, as well as moving them higher in their pay range because of their contributions.
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Name |
Fiscal 2015 Base Salary |
Fiscal 2014 Base Salary |
% Change |
|||||
Robert A. Katz |
$ | 847,819 | $ | 823,125 | 3.0% | |||
Michael Z. Barkin |
$ | 390,000 | $ | 333,267 | 17.0% | |||
Blaise T. Carrig |
$ | 428,561 | $ | 416,079 | 3.0% | |||
Kirsten A. Lynch |
$ | 390,000 | $ | 338,252 | 15.3% | |||
David T. Shapiro(1) |
$ | 375,000 | | | ||||
Randall E. Mehrberg(2) |
$ | 350,200 | $ | 340,000 | 3.0% |
Annual MIP Awards
Following the completion of fiscal 2015, all of our NEOs, except for Messrs. Mehrberg and Shapiro, were eligible to receive an annual cash MIP award based upon our performance and each NEO's individual performance during fiscal 2015. Mr. Mehrberg was not eligible to receive an annual cash MIP award for fiscal 2015 because he was not employed by us on the date the MIP award was paid. Mr. Shapiro, who joined us late in fiscal 2015, was not eligible under the terms of the MIP to receive an annual cash MIP award for fiscal 2015. Pursuant to his employment agreement, Mr. Katz's MIP award is paid 50% in cash and 50% in RSUs that vest annually over a three-year period.
Annual Funding of the MIP. Annual funding of the MIP is based upon our achievement of performance measures selected by the Compensation Committee. The Compensation Committee has established: (1) Resort EBITDA, and (2) performance goals for Vail Resorts Development Company ("VRDC Performance Goals"), as the performance measures to determine funding of the MIP for our NEOs. The Compensation Committee believes these are the appropriate performance measures because Resort EBITDA is the primary performance metric used by the Company to measure its performance and VRDC Performance Goals promote a long-term focus on performance because the real estate and real estate management portion of our business tends to use different measures of success, including net cash flow generated from sales and other operational targets. For purposes of setting annual funding targets under the MIP, the Compensation Committee bases the Resort EBITDA target on the target set by our Board annually when approving the Company's budget and bases VRDC Performance Goals on Board approved targets for Real Estate EBITDA and net cash proceeds from real estate sales. In setting the performance measures for any given fiscal year, the Compensation Committee considers our past performance, broader economic trends that may impact us in the upcoming year, and our historical performance in relation to the MIP award targets set in the respective prior periods.
Please see pages 37 and 50 of our Annual Report on Form 10-K for fiscal 2015 filed with the SEC on September 28, 2015 for information regarding our use of the non-GAAP financial measures discussed in this CD&A and a reconciliation of the differences between the non-GAAP financial measures and their most directly comparable GAAP financial measures.
Resort EBITDA Target. For fiscal 2015, the Resort EBITDA target was set at $351.9 million. Both the Resort EBITDA and Real Estate EBITDA targets (which comprised a portion of the VRDC Performance Goals for the fiscal year as described below) were based upon our approved budget for fiscal 2015. The Compensation Committee established the performance measures at the beginning of the fiscal year with the expectation that the target level of performance of these goals would require significant effort and substantial progress toward our strategic plan goals in light of the business environment at that time. As a result, our attainment of these targets in fiscal 2015 was considered moderately likely.
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VRDC Performance Goals Target. For fiscal 2015, the VRDC Performance Goals included, among other things, attaining a Real Estate EBITDA target of $(9.2) million and achieving net cash proceeds from real estate sales of $38.5 million, in each case with respect to our real estate segment. For the VRDC Performance Goals, the Compensation Committee sets out several specific goals, each of which has a separate weighting within that portion of the funding calculation for corporate performance. Among these specific goals, we expect that some should be achievable, some will be challenging to achieve and others will be difficult to achieve. Over the past three fiscal years, VRDC completed the number of goals resulting in between approximately 147.0% and 150.0% funding of the VRDC Performance Goals portion of corporate performance, with an average funding over this time of 149.0%.
How the MIP Is Funded. For fiscal 2015, for each NEO, 90% of the funding of the MIP was based upon the achievement of Resort EBITDA and 10% was based upon achievement of the VRDC Performance Goals, including Real Estate EBITDA. Under the MIP, if we achieve 100% of the Resort EBITDA target, the MIP is funded at 100% of the target funding level for that component, as more fully detailed in the table below. If our performance exceeds 100% of the Resort EBITDA target, the MIP is funded above the target funding level for that component up to a maximum of 200% of the target funding level. If our performance falls below 100% of the annual Resort EBITDA target, the MIP is funded below the target funding level for that component. If our performance falls below 80% of the annual Resort Reported target, the MIP is not funded for that component.
MIP Funding for Resort EBITDA Component
Percentage of Target Performance Achieved |
Percentage of Annual Target Funding Level Available under the MIP |
|
Less than 80% | 0% | |
80% | 15% | |
90% | 25% | |
95% | 50% | |
100% | 100% | |
110% | 175% | |
120% or greater | 200% |
The other component of the MIP funding calculation for NEOs is the attainment of the VRDC Performance Goals. If the minimum percentage of the Resort EBITDA target is not reached and no VRDC Performance Goals are met, then the MIP is not funded for the NEOs and no MIP awards are paid to them. In the event our Resort EBITDA for any fiscal year meets the specific threshold or target level, and/or we achieve any of the VRDC Performance Goals, then the MIP is funded at the appropriate level and each NEO is eligible to receive a MIP award. In addition, once the MIP is funded based upon each NEO's target MIP award percentage, the total pool for NEOs is increased by 5%, with such excess being paid out, if any, at the discretion of the Compensation Committee based upon individual performance.
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Target Annual MIP Awards. For fiscal 2015, each NEO was eligible for an annual MIP award based on a percentage of annual base salary as follows:
Name |
2015 Target Annual MIP Award as Percentage of Base Salary |
|
Robert A. Katz |
100.0% | |
Michael Z. Barkin |
50.0% | |
Blaise T. Carrig |
60.0% | |
Kirsten A. Lynch |
50.0% | |
David T. Shapiro(1) |
50.0% | |
Randall E. Mehrberg(2) |
50.0% |
The differences between the NEOs' target MIP awards as a percentage of their base salaries was determined based upon the perceived ability each executive position has to influence our performance. The positions deemed to have the most potential impact upon our performance have the greatest potential for annual MIP award potential, putting a greater proportion of such NEO's total pay at-risk relative to performance, in accordance with our executive compensation philosophy. Threshold, target and maximum awards payable under the MIP for fiscal 2015 are reported in the Grants of Plan-Based Awards Table.
Individual MIP Award Determination. Once funding is established, the actual MIP award paid to each NEO is determined by individual performance objectives (other than for Mr. Katz, whose award is based solely on the funded amount of target MIP determined by Company performance because, unlike other NEOs, he is responsible for all aspects of Company performance). This structure reflects our objective to put more emphasis on individual performance oriented compensation, while at the same time requiring that overall Company performance standards are met before MIP funding can occur. Achievement of individual performance objectives can result in the NEO receiving a MIP award equal to 0%, 70%, 100%, 115% or 130% of the funded amount (subject to availability of funds under the MIP) and subject to further adjustments (including the 5% adjustment described above) at the discretion of the Compensation Committee. Individual performance objectives vary depending upon our strategic plan and each NEO's individual responsibilities and are established at the beginning of each fiscal year, with the expectation in fiscal 2015 that the target level of performance of these objectives would require significant effort and substantial progress toward the goals of our strategic plan in light of the current business environment. As a result, each NEO's attainment of his or her performance objectives in fiscal 2015 was moderately likely.
Example. An executive whose MIP award funding is 90% based on Resort EBITDA and 10% based upon achievement of VRDC Performance Goals, earning $300,000 annually with a target MIP award of 50% of base salary, would have an available MIP award funding of $135,000 for 100% achievement of Resort EBITDA (100% times 50% salary target times 90% funding), plus $15,000 for 100% achievement of VRDC Performance Goals (100% times 50% salary target times 10% funding), for a total of $150,000, or 100%, of target funding. However, because 100% of an executive's total MIP award is determined by the achievement of individual performance objectives, an executive's ultimate total MIP award can be paid out in an amount equal to 0%, 70%, 100%, 115% or 130% of the target amount based on individual performance (subject to availability of funds under the MIP).
43
Fiscal 2015 Results. In fiscal 2015, the Compensation Committee adjusted Resort EBITDA actual results to: (i) exclude a $16.4 million non-cash gain associated with the litigation surrounding the Canyons and Park City lease because this amount was non-cash in nature and does not reflect the ongoing operations of the business; (ii) exclude $7.4 million of income from Perisher ski resort in Australia, which was acquired in June 2015, because the acquisition was not contemplated in the annual budget; and (iii) exclude $0.4 million in non-cash accounting adjustments not reflected in the annual budget, which the Compensation Committee did not consider to be relevant to the performance of the Company's Mountain and Lodging divisions, which comprise Resort EBITDA. As a result, in fiscal 2015, we met 97.3% of the Resort EBITDA target, which resulted in a funding level at 72.8% of the target funding level for that component of the funding calculation. In fiscal 2015, VRDC achieved VRDC Performance Goals resulting in a funding level of 150.0% for the VRDC Performance Goals component of the funding calculation. Combined with the Resort EBITDA funding, this resulted in an overall funding level of 80.52% of the target funding level for each NEO. Messrs. Mehrberg and Shapiro were intentionally omitted from the table below because they were not eligible under the terms of the MIP to receive an annual cash MIP award for fiscal 2015. Based upon these results and individual performance, the Compensation Committee determined the final MIP award amounts as follows:
Name |
Fiscal 2015 Target MIP Award |
|
Actual Fiscal 2015 Payout Percentages(1) |
|
Fiscal 2015 Actual MIP Award |
Fiscal 2014 Actual MIP Award |
Change from Fiscal 2014 Actual MIP Award |
|||||||
Robert A. Katz(2) |
$847,819 |
x |
80.52 |
% |
= |
$682,664 |
$525,976 |
29.8% |
||||||
Michael Z. Barkin |
$195,000 | x | 80.52 | % | = | $157,014 | $106,479 | 47.5% | ||||||
Blaise T. Carrig |
$257,137 | x | 80.52 | % | = | $207,046 | $159,525 | 29.8% | ||||||
Kirsten A. Lynch |
$195,000 | x | 80.52 | % | = | $157,014 | $108,072 | 45.3% |
Long-Term Equity Incentives
Our long-term equity incentive award program is designed to promote long-term Company performance and align each executive's risk with stockholder interest, to reward the achievement of long-term goals, and to promote stability and corporate loyalty among our executives. The Compensation Committee bases awards of long-term equity compensation on a number of different factors, including competitive market practices as determined by our peer group analysis, the information provided by our independent compensation consultant, the amount of cash compensation that is currently paid to each NEO, each NEO's level of responsibility, our retention objectives and our pay-for-performance philosophy. In general, the Compensation Committee makes long-term equity award determinations for executive officers in September of each year and typically consults with our CEO in determining the size of grants to each NEO, other than himself, although the Compensation Committee makes all final determinations. The non-management directors' practice is to meet in executive session following the Board meeting in September of each year to review and ratify the Compensation Committee's annual review of the CEO. For fiscal 2015, the Compensation Committee concluded that instead of providing the long-term equity incentive awards as 50% Premium SARs and 50% Market SARs (as was done for fiscal 2014), the Compensation Committee awarded Mr. Katz his long-term equity incentive awards as approximately 50% of the award value in RSUs and approximately 50% of the award value in a combination of Premium SARs and Market SARs. In fiscal 2015, the Compensation Committee granted long-term equity incentive awards under the 2002 Plan.
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As noted above, the long-term equity values awarded to our NEOs are based on a number of different factors considered by the Compensation Committee. For fiscal 2015, the Compensation Committee awarded each NEO an equity value increased by 3.5% from the prior fiscal year, plus an additional $50,000 equity award value to recognize their outstanding performance and changes in scope of responsibility. As described elsewhere in this CD&A, 33% of the long-term equity incentive award value awarded to Mr. Katz is performance-based SARs with an exercise price equal to 125% of the closing price on the date of grant.
In connection with Mr. Shapiro's appointment as Executive Vice President, General Counsel and Secretary on July 13, 2015, Mr. Shapiro was eligible to receive 16.7% of the value of the equity awards granted to our NEOs in fiscal 2015. On August 1, 2015, the first day of our fiscal 2016, Mr. Shapiro was awarded (i) 162 RSUs and (ii) 1,539 SARs, with an exercise price of $109.69, that each vest in three equal annual installments commencing on the first anniversary date of the grant. In addition, also on August 1, 2015, Mr. Shapiro was awarded $500,000 in RSUs that cliff vest three years after the date of grant for retention purposes.
As in previous years, the long-term equity incentive awards granted to our NEOs in fiscal 2015 consisted of RSUs and SARs. In determining the mix of RSUs and SARs granted to each of our NEOs in fiscal 2015, the Compensation Committee considered that, of the two forms of equity awards, RSUs have a relatively greater retentive effect, and SARs have a relatively greater performance incentive impact. For fiscal 2015, approximately 28.6% of the long-term equity incentive award value granted is attributed to RSUs and approximately 71.4% of the award value granted is attributed to SARs for our NEOs other than the CEO. For our CEO, approximately 54.1% of the long-term equity incentive award value granted is attributed to RSUs and approximately 45.9% of the award value granted is attributed to SARs. To further promote retention, the RSUs and SARs granted in fiscal 2015 vest in equal annual installments over a three year period commencing on the first anniversary date of the grant. As the awards are inherently tied to the performance of our common stock, we consider a vesting schedule based upon continued service appropriate to meet the desire for both retention and performance incentive.
The value of the equity awards granted to our NEOs in fiscal 2015 are reported in the Summary Compensation Table and are further described in the Grants of Plan-Based Awards Table.
Discretionary Bonus or Equity Grant
The Compensation Committee may choose to approve a sign-on or discretionary bonus or equity grant for a senior executive if it deems it necessary as a recruitment tool or to recognize outstanding performance. Discretionary cash bonuses, including a sign-on bonus, are included in the "Bonus" column of the Summary Compensation Table for Fiscal 2015 and the grant date fair value of a sign-on or discretionary equity award is included in either the "Stock Awards" or "Option/Share Appreciation Right Awards" column of the table, as appropriate. As noted above, for fiscal 2015, the Compensation Committee awarded each NEO an additional $50,000 in equity award value to recognize their outstanding performance and changes in scope of responsibility. In addition, in connection with Mr. Shapiro's appointment as Executive Vice President, General Counsel and Secretary on July 13, 2015, the Compensation Committee awarded Mr. Shapiro a $200,000 sign-on cash bonus. In addition, on August 1, 2015, Mr. Shapiro was granted $500,000 in RSUs (as described above) that cliff vests three years after the date of grant for retention purposes. No other sign-on or discretionary cash or equity bonuses were made to our NEOs during fiscal 2015.
Other Executive Compensation Policies and Practices
Clawback Policy
In line with corporate governance best practices, the Compensation Committee has adopted a clawback policy that allows the Company to seek repayment of incentive compensation that was
45
erroneously paid. The policy provides that if the Board determines that there has been a material restatement of publicly issued financial results from those previously issued to the public, our Board will review all MIP awards and equity awards made to executive officers during the three-year period prior to the restatement on the basis of having met or exceeded specific performance targets. If such payments would have been lower had they been calculated based on such restated results, our Board will (to the extent permitted by governing law) seek to recoup the payments in excess of the amount that would have been paid based on the restated results.
Equity Grant Practices
We generally seek to make equity compensation grants in the first quarter following the completion of a given fiscal year. SARs are granted with an exercise price equal to or higher than the market price of our common stock on the date of grant, which is the date the Compensation Committee approves the award. We do not have any specific program, plan or practice related to timing equity compensation awards to executives; however, the Compensation Committee generally grants annual awards on the date of the regularly scheduled first fiscal quarter Board meeting in September. Other than grants made in connection with hiring, promotions or to replace certain new hire grants once they vest and/or are exercised, equity awards are granted to NEOs at the same time that equity awards are granted to all other employees who are eligible for such awards.
Stock Ownership Guidelines for Executives
Consistent with our objective of encouraging executive stock ownership to create long-term stockholder value by aligning the interests of our executives with our stockholders, the Company has adopted executive stock ownership guidelines. Under the guidelines, our executive officers are expected to hold shares of our common stock equal to multiples of their base salaries as follows: Chief Executive Officer6x; Chief Financial Officer3x; Presidents3x; and Executive Vice Presidents2x. Until an executive achieves the required level of ownership, he or she is required to retain at least 75% of the net shares received as a result of the vesting of RSUs or restricted stock or the exercise of SARs or stock options. Net shares are those that remain after shares are netted to pay any applicable exercise price or statutory tax withholdings. Shares of common stock, stock owned in a directed retirement plan or IRA and the intrinsic value of vested equity grants count as stock ownership for purposes of these guidelines. As of the date of this proxy statement, all NEOs who are subject to our stock ownership guidelines, except Mr. Shapiro, who became subject to our stock ownership guidelines in July 2015, have met their required level of stock ownership.
Policy Prohibiting Hedging Transactions
Our Insider Trading Compliance Program prohibits executives from engaging in hedging transactions designed to offset decreases in the market value of the Company's securities, including engaging in short sales or investing in other derivatives of the Company's securities, including put and call options and collar transactions.
Post-Termination Compensation
Pursuant to their respective employment agreements, each of Messrs. Katz and Carrig are entitled to receive severance payments and continuation of certain benefits upon certain terminations of employment, including certain resignations for "good reason" (as defined in their respective agreements). Pursuant to the Company's executive severance policy, Messrs. Barkin, Mehrberg and Shapiro and Ms. Lynch are or were entitled to receive severance payments upon certain terminations of employment. In addition, each NEO is entitled to receive payments upon a termination occurring within a limited period of time following a change in control. We believe the change in control arrangements provide continuity of management in the event of an actual or threatened change in control. We also believe that our termination and severance provisions reflect both market practices and competitive factors. Our Board believed that these severance payments and benefit arrangements were necessary to attract and retain our executives when these agreements were entered into.
46
Executive Tax Deductibility of Executive Compensation
Section 162(m) of the Internal Revenue Code (the "Code") generally provides that no federal income tax business expense deduction is allowed for annual compensation in excess of $1 million paid by a publicly traded corporation to its chief executive officer and its three other most highly compensated executive officers (other than the chief financial officer). Under the Code, however, compensation that is considered "performance-based compensation" (within the meaning of the Code) does not count towards the $1 million limit. While the Compensation Committee considers the impact of the tax treatment, the primary factor influencing program design is the support of business objectives. The Compensation Committee reserves the right to design programs that recognize a full range of performance criteria important to our success, even where the compensation paid under such programs may not be deductible. Accordingly, the Compensation Committee retains flexibility to structure our compensation programs in a manner that is not tax-deductible in order to achieve a strategic result that the Compensation Committee determines to be more appropriate. We have typically intended to structure certain quantitative portions of our cash-based incentive compensation and our equity awards to our covered executive officers under the 2002 Plan and MIP as qualifying performance-based compensation for Section 162(m) purposes. However, because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) and the regulations issued thereunder, no assurance can be given, notwithstanding our efforts, that compensation intended by us to satisfy the requirements for deductibility under Section 162(m) does in fact do so.
SUMMARY COMPENSATION TABLE FOR FISCAL 2015
The following table summarizes the total compensation paid or earned by the named executive officers for each of the last three fiscal years during which the officer was a named executive officer:
Name and Principal Position |
Fiscal Year |
Salary ($)(1) |
Bonus ($) |
Stock Awards ($)(2) |
Option/Share Appreciation Right Awards ($)(3) |
Non-Equity Incentive Plan Compensation ($)(4) |
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) |
All Other Compensation ($)(5) |
Total ($) |
|||||||||||||||||||
Robert A. Katz |
2015 | 846,281 | | 2,231,712 | (6) | 1,890,372 | 341,332 | (7) | | 34,726 | 5,344,423 | |||||||||||||||||
Chairman and Chief |
2014 | 822,602 | | 262,910 | (7) | 3,652,979 | 262,988 | (7) | | 29,987 | 5,031,466 | |||||||||||||||||
Executive Officer |
2013 | 798,553 | | 255,228 | (7) | 3,529,457 | 255,249 | (7) | | 33,563 | 4,872,050 | |||||||||||||||||
Michael Z. Barkin |
2015 |
382,187 |
|
187,852 |
462,029 |
157,014 |
|
19,812 |
1,208,894 |
|||||||||||||||||||
Executive Vice President |
2014 | 334,046 | | 103,552 | 346,673 | 106,479 | | 7,943 | 898,693 | |||||||||||||||||||
and Chief Financial Officer |
2013 | 286,769 | | 565,422 | 229,457 | 82,315 | | 3,313 | 1,167,276 | |||||||||||||||||||
Blaise T. Carrig |
2015 |
427,784 |
|
231,935 |
626,957 |
207,046 |
|
17,593 |
1,511,315 |
|||||||||||||||||||
PresidentMountain |
2014 | 415,815 | | 675,853 | 605,711 | 159,525 | | 37,297 | 1,894,201 | |||||||||||||||||||
Division |
2013 | 404,889 | | 146,593 | 608,480 | 162,572 | | 17,612 | 1,340,146 | |||||||||||||||||||
Kirsten A. Lynch |
2015 |
382,968 |
|
187,852 |
462,029 |
157,014 |
|
11,245 |
1,201,108 |
|||||||||||||||||||
Executive Vice President |
2014 | 338,037 | | 100,719 | 346,920 | 108,072 | | 19,691 | 913,439 | |||||||||||||||||||
and Chief Marketing Officer |
||||||||||||||||||||||||||||
David T. Shapiro |
2015 |
21,635 |
200,000 |
(8) |
|
|
|
|
|
221,635 |
||||||||||||||||||
Executive Vice President, |
||||||||||||||||||||||||||||
General Counsel and Secretary |
||||||||||||||||||||||||||||
Randall E. Mehrberg |
2015 |
246,668 |
|
157,045 |
358,643 |
|
|
328,676 |
1,091,032 |
|||||||||||||||||||
Former Executive Vice President, |
2014 | 227,538 | | 786,293 | 288,894 | 72,420 | | 32,288 | 1,407,433 | |||||||||||||||||||
General Counsel and Secretary |
47
Name |
Fiscal Year |
Company Contributions Under 401(k) Savings Plan ($)(a) |
Company-paid Supplemental Life Insurance Premiums ($)(b) |
Company-paid Supplemental Disability Insurance Premiums ($)(c) |
Company-paid Relocation Compensation(d) |
Company-paid Relocation Compensation Tax Gross-Up |
Company-paid Lodging, Ski School Privileges and Discretionary Spending on Goods and Services ($)(e) |
Total ($) |
|||||||||||||||||
Robert A. Katz |
2015 | 7,774 | 7,014 | 1,824 | | | 18,114 | 34,726 | |||||||||||||||||
Michael Z. Barkin |
2015 | 8,632 | 619 | | | | 10,561 | 19,812 | |||||||||||||||||
Blaise T. Carrig |
2015 | 4,982 | 619 | 11,992 | | | | 17,593 | |||||||||||||||||
Kirsten A. Lynch |
2015 | 8,546 | 619 | 2,080 | | | | 11,245 | |||||||||||||||||
David T. Shapiro |
2015 | | | | | | | | |||||||||||||||||
Randall E. Mehrberg |
2015 | 3,402 | 206 | | 226,597 | 78,932 | 19,539 | 328,676 |
48
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2015
The following table shows certain information regarding grants of plan-based awards to the named executive officers during fiscal 2015:
|
|
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) |
|
All Other Stock Awards: Number of Shares of |
|
All Other Option/SAR Awards: Number of Securities Underlying |
|
Exercise or Base Price of Option/ SAR |
|
Grant Date Fair Value of Stock and Option |
|||||||||||||||
Name |
|
Grant Date |
|
Threshold ($)(2) |
|
Target ($)(3) |
|
Maximum ($)(4) |
|
Stock or Units(#)(5) |
|
Options/SARs (#)(6) |
|
Awards ($/Sh) |
|
Awards ($)(7) |
|||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
Robert A. Katz |
21,195 | 847,819 | 1,653,247 | | | | | ||||||||||||||||||
|
09/23/14 | 3,149 | n/a | 262,910 | |||||||||||||||||||||
|
09/23/14 | 22,642 | n/a | 1,890,381 | |||||||||||||||||||||
|
09/23/14 | 21,611 | 87.18 | 650,059 | |||||||||||||||||||||
|
09/23/14 | 49,063 | 108.98 | 1,240,313 | |||||||||||||||||||||
Michael Z. Barkin |
3,413 | 195,000 | 494,325 | | | | | ||||||||||||||||||
|
09/23/14 | 1,652 | n/a | 137,925 | |||||||||||||||||||||
|
09/23/14 | 598 | n/a | 49,927 | |||||||||||||||||||||
|
09/23/14 | 15,360 | 87.18 | 462,029 | |||||||||||||||||||||
Blaise T. Carrig |
4,500 | 257,137 | 651,841 | | | | | ||||||||||||||||||
|
09/23/14 | 2,180 | n/a | 182,008 | |||||||||||||||||||||
|
09/23/14 | 598 | n/a | 49,927 | |||||||||||||||||||||
|
09/23/14 | 20,843 | 87.18 | 626,957 | |||||||||||||||||||||
Kirsten A. Lynch |
3,413 | 195,000 | 494,325 | | | | | ||||||||||||||||||
|
09/23/14 | 1,652 | n/a | 137,925 | |||||||||||||||||||||
|
09/23/14 | 598 | n/a | 49,927 | |||||||||||||||||||||
|
09/23/14 | 15,360 | 87.18 | 462,029 | |||||||||||||||||||||
David T. Shapiro |
| | | | | | | ||||||||||||||||||
Randall E. Mehrberg(8) |
2,043 |
116,733 |
295,919 |
|
|
|
|
||||||||||||||||||
|
09/23/14 | 1,283 | n/a | 107,118 | |||||||||||||||||||||
|
09/23/14 | 598 | n/a | 49,927 | |||||||||||||||||||||
|
09/23/14 | 11,923 | 87.18 | 358,643 |
(1) | The estimated possible payouts are based on the parameters applicable to each NEO at the time the Compensation Committee established the relevant performance goals in writing at the beginning of fiscal 2015, as more fully described in the CD&A section of this proxy statement. The actual earned and subsequently paid amounts are reported in the Summary Compensation Table under the "Non-Equity Incentive Plan Compensation" column. | |
(2) | The Threshold amount is based on the MIP's minimum target funding level based upon the minimum achievement of VRDC Performance Goals and no achievement of Resort EBITDA targets for fiscal 2015, with the resulting funding applied to the NEO's target percentage of base salary and then paid out at the 70% threshold level for individual performance (other than for Mr. Katz, whose MIP award is tied entirely to corporate performance and payout is 50% cash and 50% RSUs that vest over three years). | |
(3) | The Target amount is based on the MIP's target funding level of 100% upon achievement by the Company of 100% of certain Resort EBITDA targets and VRDC Performance Goals for fiscal 2015, with the resulting funding applied to the NEO's target percentage of base salary and then paid out at the 100% target level for individual performance (other than for Mr. Katz, whose MIP award is tied entirely to corporate performance and payout is 50% cash and 50% RSUs that vest over three years). | |
(4) | The Maximum amount is based on the MIP's maximum funding level of 200% upon achievement by the Company of at least 120% of certain Resort EBITDA targets and maximum achievement of the VRDC Performance Goals for fiscal 2015, with the resulting funding applied to the NEO's target percentage of base salary and then paid out at the 130% maximum level for individual performance (other than for Mr. Katz, whose MIP award is tied entirely to corporate performance and payout is 50% cash and 50% RSUs that vest over three years). | |
49
(5) | Represents RSUs that vest in three equal annual installments beginning on the first anniversary of the date of grant. The grants were made pursuant to the 2002 Plan. In the case of Mr. Katz, the number of shares includes 3,149 RSUs for 50% payment of Mr. Katz's total MIP award for fiscal 2014 and 22,642 RSUs as part of his long-term equity incentive award for fiscal 2015. | |
(6) | Represents SARs that vest in three equal annual installments beginning on the first anniversary of the date of grant. The exercise price of each SAR is equal to the closing price of our common stock on the date of grant, except in the case of 66% of the SARs award value granted to Mr. Katz on September 23, 2014, for which the exercise price was 125% of the closing price of our common stock on the date of grant. Upon the exercise of a SAR, the actual number of shares the Company will issue to the NEO is equal the quotient of (i) the product of (x) the excess of the per share fair market value of our common stock on the date of exercise over the exercise price, multiplied by (y) the number of SARs exercised, divided by (ii) the per share fair market value of our common stock on the date of exercise, less any shares withheld to cover payment of applicable tax withholding obligations. The grants were made pursuant to the 2002 Plan. | |
(7) | The amounts shown represent the aggregate fair value of the award calculated as of the grant date in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in note 16 to our audited financial statements for fiscal 2015, which are included in our Annual Report on Form 10-K for fiscal 2015 filed with the SEC on September 28, 2015. | |
(8) | These awards were forfeited by Mr. Mehrberg upon leaving the Company in fiscal 2015. |
The Company has entered into employment agreements with Messrs. Katz and Carrig, both of which were approved by the Compensation Committee. The Company's other NEOs do not have employment agreements with the Company.
Robert A. Katz, Chairman and Chief Executive Officer
The Company entered into an employment agreement with Mr. Katz on October 15, 2008, as amended on September 30, 2011 and April 11, 2013. The employment agreement had an initial term through October 15, 2011, and provides for automatic renewal for successive one year periods if neither party provides written notice of non-renewal to the other not less than 60 days prior to the then-current scheduled expiration date. Under the employment agreement, the initial base salary was set at $843,500, subject to annual adjustments by the Compensation Committee, though in no case may the base salary be reduced at any time below the then-current level. As part of the Company-wide wage reduction plan effective April 2, 2009, Mr. Katz waived this requirement and did not take any salary for a twelve month period. Effective April 1, 2010, Mr. Katz's salary was reinstated at 85% of his prior pre-wage reduction salary. Pursuant to the employment agreement, Mr. Katz also participates in the Company's MIP, as more fully described in the CD&A. Under the employment agreement, if the Company achieves specified performance targets for the year under the MIP, Mr. Katz's "target opportunity" will be no less than 100% of his base salary. The employment agreement provides that Mr. Katz's MIP award is to be paid 50% in cash and 50% in RSUs that vest annually over a three year period. Mr. Katz also receives other benefits and perquisites on the same terms as afforded to senior executives generally, including customary health, disability and insurance benefits, certain membership benefits at the Company's private clubs and participation in the Perquisite Fund Program.
The employment agreement also provides for certain payments in connection with the termination (including constructive termination) of Mr. Katz under certain circumstances, as more fully described under the heading "Potential Payments Upon Termination or Change in Control" below. The September 2011 amendment eliminated his rights to (i) receive cash severance benefits upon his voluntary resignation within six months following a change in control, and (ii) to be eligible to receive tax gross-up payments on severance and other benefits payable in connection with a change in control. The April 2013 amendment eliminated his rights to paid time off in connection with the Company's adoption of a flexible time off policy.
50
Mr. Katz's employment agreement contains standard provisions for non-competition and non-solicitation of the Company's managerial employees that become effective as of the date of Mr. Katz's termination of employment and that continue for two years thereafter. Mr. Katz is also subject to a permanent covenant to maintain confidentiality of the Company's confidential information.
Blaise T. Carrig, PresidentMountain Division
Vail Holdings, Inc., a wholly-owned subsidiary of the Company, entered into an employment agreement with Blaise T. Carrig on October 15, 2008, as amended on April 11, 2013. The agreement had an initial term through October 15, 2011 and provides for automatic renewal for successive one year periods if neither party provides written notice of non-renewal to the other not less than 60 days prior to the then-current scheduled expiration date. Mr. Carrig provided appropriate notice of his intent to resign as PresidentMountain Division on August 1, 2015 as part of a planned leadership succession and non-renewal of his employment agreement. Effective August 1, 2015, Mr. Carrig ceased serving as our PresidentMountain Division and transitioned to the non-executive officer role of senior mountain advisor through October 1, 2017. See "Potential Payments Upon Termination or Change in Control" below for a discussion of his compensation arrangements during this period.
Under the employment agreement, the initial base salary was set at $365,000, subject to annual adjustments by the Compensation Committee, though in no case may the base salary be reduced at any time below the then-current level. As part of the Company-wide wage reduction plan effective April 2, 2009, Mr. Carrig waived this requirement and accepted a salary reduction of 10%. In addition, the employment agreement provides that Mr. Carrig's base salary would increase to $385,000 effective August 1, 2009; however, consistent with the waiver noted above, this new salary took effect on such date at a 10% reduced level. Pursuant to the employment agreement, Mr. Carrig also participated in the Company's MIP, as more fully described in the CD&A. Under the employment agreement, if the Company achieves specified performance targets for the year under the MIP, Mr. Carrig's "target opportunity" will be no less than 50% of his base salary. Mr. Carrig also received other benefits and perquisites on the same terms as afforded to senior executives generally, including customary health, disability and insurance benefits, certain membership benefits at the Company's private clubs and participation in the Perquisite Fund Program.
The employment agreement also provided for certain payments in connection with the termination (including constructive termination) of Mr. Carrig under certain circumstances. The April 2013 amendment eliminated his rights to paid time off in connection with the Company's adoption of a flexible time off policy.
Mr. Carrig's employment agreement contained standard provisions for non-competition and non-solicitation of the Company's managerial employees that become effective as of the date of Mr. Carrig's termination of employment and that continue for one year thereafter. Mr. Carrig is also subject to a permanent covenant to maintain confidentiality of the Company's confidential information.
51
OUTSTANDING EQUITY AWARDS AT FISCAL 2015 YEAR-END
The following table shows certain information regarding outstanding equity awards held by the named executive officers as of July 31, 2015:
|
Option Awards | Stock Awards | |||||||||||||||||
Name
|
Number of Securities Underlying Unexercised Options/SARs Exercisable (#)(1) |
Number of Securities Underlying Unexercised Options/SARs Unexercisable (#)(1)(2) |
Option/SAR Exercise Price ($)(3) |
Option/SAR Expiration Date |
Number of Shares or Units of Stock That Have Not Vested (#)(4)(5) |
Market Value of Shares or Units of Stock That Have Not Vested ($)(6) |
|||||||||||||
Robert A. Katz |
72,428 (SARs | ) | 60.05 | 9/25/17 | |||||||||||||||
|
113,871 (SARs | ) | 40.09 | 9/23/18 | |||||||||||||||
|
521,262 (SARs | ) | 18.88 | 3/01/19 | |||||||||||||||
|
123,539 (SARs | ) | 35.84 | 9/22/19 | |||||||||||||||
|
108,344 (SARs | ) | 37.20 | 9/21/20 | |||||||||||||||
|
142,384 (SARs | ) | 39.65 | 9/20/21 | |||||||||||||||
|
142,384 (SARs | ) | 49.56 | 9/20/21 | |||||||||||||||
|
67,055 (SARs | ) | 33,528 (SARs) | 54.07 | 9/21/22 | ||||||||||||||
|
67,055 (SARs | ) | 33,528 (SARs) | 67.59 | 9/21/22 | ||||||||||||||
|
27,114 (SARs | ) | 54,226 (SARs) | 68.98 | 9/26/23 | ||||||||||||||
|
27,114 (SARs | ) | 54,226 (SARs) | 86.23 | 9/26/23 | ||||||||||||||
|
21,611 (SARs) | 87.18 | 9/23/24 | ||||||||||||||||
|
49,063 (SARs) | 108.98 | 9/23/24 | ||||||||||||||||
|
988 | 108,374 | |||||||||||||||||
|
2,534 | 277,954 | |||||||||||||||||
|
3,149 | 345,414 | |||||||||||||||||
|
22,642 | 2,483,601 | |||||||||||||||||
Michael Z. Barkin |
1,457 (SARs | ) | 50.11 | 7/30/22 | |||||||||||||||
|
5,261 (SARs | ) | 2,630 (SARs) | 54.07 | 9/21/22 | ||||||||||||||
|
2,434 (SARs | ) | 1,217 (SARs) | 60.67 | 4/08/23 | ||||||||||||||
|
4,719 (SARs | ) | 9,437 (SARs) | 68.98 | 9/26/23 | ||||||||||||||
|
15,360 (SARs) | 87.18 | 9/23/24 | ||||||||||||||||
|
278 | 30,494 | |||||||||||||||||
|
122 | 13,382 | |||||||||||||||||
|
8,592 | 942,456 | |||||||||||||||||
|
1,028 | 112,761 | |||||||||||||||||
|
2,250 | 246,803 | |||||||||||||||||
Blaise T. Carrig |
4,885 (SARs | ) | 16.51 | 3/10/19 | |||||||||||||||
|
21,110 (SARs | ) | 37.20 | 9/21/20 | |||||||||||||||
|
20,234 (SARs | ) | 39.65 | 9/20/21 | |||||||||||||||
|
10,597 (SARs) | 54.07 | 9/21/22 | ||||||||||||||||
|
16,490 (SARs) | 68.98 | 9/26/23 | ||||||||||||||||
|
20,843 (SARs) | 87.18 | 9/23/24 | ||||||||||||||||
|
929 | 101,902 | |||||||||||||||||
|
1,746 | 191,519 | |||||||||||||||||
|
7,561 | 829,366 | |||||||||||||||||
|
2,778 | 304,719 | |||||||||||||||||
Kirsten A. Lynch |
2,800 (SARs | ) | 46.75 | 7/5/21 | |||||||||||||||
|
19,048 (SARs | ) | 39.65 | 9/20/21 | |||||||||||||||
|
9,066(SARs | ) | 4,533 (SARs) | 54.07 | 9/21/22 | ||||||||||||||
|
4,722 (SARs | ) | 9,444 (SARs) | 68.98 | 9/26/23 | ||||||||||||||
|
15,360 (SARs) | 87.18 | 9/23/24 | ||||||||||||||||
|
479 | 52,542 | |||||||||||||||||
|
7,717 | 846,478 | |||||||||||||||||
|
1,000 | 109,690 | |||||||||||||||||
|
2,250 | 246,803 | |||||||||||||||||
David T. Shapiro |
| | | | | | |||||||||||||
Randall E. Mehrberg(7) |
| | | | | |
52
|
Number of Unexercisable SARs |
Grant Date |
Vesting Schedule of Original Total Grant |
Vesting Date (date award is vested in full) |
|||||
Robert A. Katz |
33,528 | September 21, 2012 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 21, 2015 | |||||
|
33,528 | September 21, 2012 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 21, 2015 | |||||
|
54,226 | September 26, 2013 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 26, 2016 | |||||
|
54,226 | September 26, 2013 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 26, 2016 | |||||
|
21,611 | September 23, 2014 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 23, 2017 | |||||
|
49,063 | September 23, 2014 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 23, 2017 | |||||
Michael Z. Barkin |
2,630 | September 21, 2012 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 21, 2015 | |||||
|
1,217 | April 8, 2013 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | April 8, 2016 | |||||
|
9,437 | September 26, 2013 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 26, 2016 | |||||
|
15,360 | September 23, 2014 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 23, 2017 | |||||
Blaise T. Carrig |
10,597 | September 21, 2012 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 21, 2015 | |||||
|
16,490 | September 26, 2013 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 26, 2016 | |||||
|
20,843 | September 23, 2014 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 23, 2017 | |||||
Kirsten A. Lynch |
4,533 | September 21, 2012 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 21, 2015 | |||||
|
9,444 | September 26, 2013 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 26, 2016 | |||||
|
15,360 | September 23, 2014 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 23, 2017 | |||||
David T. Shapiro |
| | | | |||||
Randall E. Mehrberg(7) |
| | | |
53
|
Number of Unvested RSUs |
Grant Date |
Vesting Schedule of Original Total Grant |
Vesting Date (date award is vested in full) |
|||||
Robert A. Katz |
988 | September 21, 2012 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 21, 2015 | |||||
|
2,534 | September 26, 2013 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 26, 2016 | |||||
|
25,791 | September 23, 2014 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 23, 2017 | |||||
Michael Z. Barkin |
278 | September 21, 2012 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 21, 2015 | |||||
|
122 | April 8, 2013 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | April 8, 2016 | |||||
|
8,592 | April 8, 2013 | Cliff vest in full on the third anniversary of the date of grant. | April 8, 2016 | |||||
|
1,028 | September 26, 2013 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 26, 2016 | |||||
|
2,250 | September 23, 2014 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 23, 2017 | |||||
Blaise T. Carrig |
929 | September 21, 2012 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 21, 2015 | |||||
|
1,746 | September 26, 2013 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 26, 2016 | |||||
|
7,561 | September 26, 2013 | Cliff vest in full on the third anniversary of the date of grant. | September 26, 2016 | |||||
|
2,778 | September 23, 2014 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 23, 2017 | |||||
Kirsten A. Lynch |
479 | September 21, 2012 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 21, 2015 | |||||
|
7,717 | September 21, 2012 | Cliff vest in full on the third anniversary of the date of grant. | September 21, 2015 | |||||
|
1,000 | September 26, 2013 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 26, 2016 | |||||
|
2,250 | September 23, 2014 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 23, 2017 | |||||
David T. Shapiro |
| | | | |||||
Randall E. Mehrberg(7) |
| | | |
54
OPTION EXERCISES AND STOCK VESTED IN FISCAL 2015
The following table shows for fiscal 2015 certain information regarding stock option and SAR exercises and stock vested during the last fiscal year with respect to the named executive officers:
|
Option Awards | Stock Awards | |||||||||||
Name |
Number of Shares Acquired on Exercise(#)(1) |
Value Realized on Exercise ($)(2) |
Number of Shares Acquired on Vesting(#)(1) |
Value Realized on Vesting ($)(3) |
|||||||||
Robert A. Katz |
315,000 | (4) | 23,211,150 | (4) | 5,737 | 503,402 | |||||||
Michael Z. Barkin |
| | 1,485 | 143,358 | |||||||||
Blaise T. Carrig |
60,797 | 3,020,659 | 2,770 | 245,707 | |||||||||
Kirsten A. Lynch |
| | 1,622 | 141,951 | |||||||||
David T. Shapiro |
| | | | |||||||||
Randall E. Mehrberg |
3,652 | 127,637 | 397 | 35,377 |
The Company does not provide pension benefits or a defined contribution plan to the named executive officers other than the Company's tax-qualified 401(k) plan.
NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2015
The following table shows for fiscal 2015 certain information regarding nonqualified deferred compensation benefits for the named executive officers:
Name |
Executive Contributions in Last FY($)(1) |
Registrant Contributions in Last FY($) |
Aggregate Earnings in Last FY($)(2) |
Aggregate Withdrawals/ Distributions($) |
Aggregate Balance at Last FYE($)(3) |
|||||
Robert A. Katz |
| | | | | |||||
Michael Z. Barkin |
| | | | | |||||
Blaise T. Carrig |
134,741 | | 18,954 | | 348,443 | |||||
Kirsten A. Lynch |
| | | | | |||||
David T. Shapiro |
| | | | | |||||
Randall E. Mehrberg |
| | | | |
55
On September 15, 2000, Vail Associates, Inc., an indirect wholly-owned subsidiary of the Company, which we refer to in this section of the proxy statement as the Employer, adopted a Deferred Compensation Plan, which we refer to as the Grandfathered Plan, for the benefit of a select group of management or highly compensated employees, or participants. The Grandfathered Plan is not tax qualified. Section 409A of the Internal Revenue Code, enacted as part of the American Jobs Creation Act of 2004, sets forth specific tax requirements related to nonqualified deferred compensation plans, including the Grandfathered Plan. Rules under Section 409A were effective for nonqualified deferrals of compensation after December 31, 2004. As a result, after December 31, 2004, no new contributions were accepted into the Grandfathered Plan.
Effective January 1, 2005, the Employer began operating a new nonqualified deferred compensation plan designed to comply with Section 409A, which we refer to as the Plan. The Plan provides for two classes of participants. Class 1 participants may contribute to the Plan up to 95% of their base pay and up to 95% of any Employer-paid bonus. Class 2 participants may defer only an amount of base pay equal to any 401(k) compliance test refund. Effective January 1, 2007, all participants became eligible to defer up to 80% of their base salary (including an amount of base pay equal to any 401(k) compliance test refund) and 100% of any Employer-paid bonus. Members of the Board may contribute up to 100% of their director fees. All contributions made by participants are 100% vested. The Employer may, on an annual basis, elect to make matching and/or discretionary employer contributions, although to date, the Employer has not made any such contributions. Matching and discretionary contributions vest as determined by the Employer or the Plan's administrative committee, which we refer to in this section of the proxy statement as the Plan Committee. The Employer or the Plan Committee may accelerate the vesting on matching and/or discretionary Employer contributions at any time, and accelerated vesting will generally occur automatically upon a change in control as defined in Section 409A.
Under the Plan, all contributions for a Plan year are allocated among the following two types of accounts at the election of the Participant: Separation from Service accounts and Scheduled Distribution accounts. Separation from Service accounts are generally payable in a lump sum or installments six months following the termination of a Participant's employment. Scheduled Distribution accounts are generally payable as a lump sum at a designated date at least three years from the year of deferral. Participants have limited rights to delay distributions from either type of account, provided that the election to delay a distribution (i) is made at least twelve months prior to the date the distribution would otherwise have been made, and (ii) delays the distribution for at least five years. All accounts are payable immediately upon the Participant's disability or death. Participants generally have the right to receive an early distribution from their accounts only upon an unforeseeable emergency. Participants have the right to designate hypothetical investments for their accounts, and their accounts are credited with gains or losses in accordance with the Participants' selections.
All contributions are placed in a rabbi trust which restricts the Employer's use of and access to the contributions. However, all money in the rabbi trust remains subject to the Employer's general creditors in the event of bankruptcy. The trustee, Wells Fargo Bank, N.A., is entitled to invest the trust fund in accordance with guidelines established by the Employer. Currently, all assets are invested in a Trust-Owned Life Insurance policy. To the extent that the funds in the trust are insufficient to pay Plan benefits, the Employer is required to fund the difference.
The Plan Committee is charged with responsibility to select certain mutual funds, insurance company separate accounts, indexed rates or other methods, which we refer to as Measurement Funds, for purposes of crediting or debiting additional amounts to Participants' account balances. Participants may elect one or more of these Measurement Funds for purposes of crediting or debiting additional amounts to his or her account balance. As necessary, the Plan Committee may discontinue, substitute or add a Measurement Fund. Each such action will take effect as of the first day of the first calendar quarter that begins at least thirty days after the day on which the Plan Committee gives Participants advance written notice of such
56
change. Participants can change their Measurement Fund allocations daily. The Measurement Funds are valued daily at their net asset values.
Using the weighted average return methodology, the rate of return for the Plan, as a weighted portfolio, for the prior twelve-month period ended July 31, 2015 was 5.93%. The rate of return of the S&P 500 for that same period was 11.21%. For this purpose, the weighted portfolio is a weighted average percentage allocation based on the Plan sponsor's liability holdings for a given point in time, and the weighted average returns are calculated based on the weights assigned using the returns of the underlying funds. Actual account cash balances were not used in calculating this performance. In addition, account deposits, withdrawals, transfers, loans and death benefits, as well as the timing of any flows were not considered in this performance calculation. The Plan does not provide for the payment of interest based on above-market rates.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
The employment agreements with Messrs. Katz and Carrig and the Company's executive severance policy, which applies or applied to Messrs. Barkin, Mehrberg and Shapiro and Ms. Lynch, require us to provide certain compensation in the event of certain terminations of employment or upon a change in control of the Company. Each of the employment agreements and the executive severance policy provide that the Company may terminate the executive at any time with or without cause. However, if the executive's employment is terminated without cause or terminated by the executive for good reason, then the executive shall be entitled, in exchange for a signed release, to receive compensation in the amounts and under the circumstances described below. In addition, the forms of award agreements used with all of our employees provide for the full acceleration of vesting of outstanding stock options, SARs, restricted stock, and RSUs upon a change in control of the Company. In accordance with the employment agreements for Messrs. Katz and Carrig, if the executive breaches the post-employment non-competition or non-solicitation covenants to which he is subject under his employment agreement, then the executive must promptly reimburse the Company for any severance payments received from, or payable by, the Company.
Except in the case of Messrs. Carrig and Mehrberg, the amounts shown in the tables below are estimates of the value of the payments and benefits each of our named executive officers would have been entitled to receive had a termination event and/or a change in control of the Company occurred, effective as of July 31, 2015. Mr. Carrig did not receive any severance payments in connection with the voluntary termination of his employment agreement and his planned transition to the non-executive officer role of senior mountain advisor. Mr. Mehrberg did not receive any severance payments upon leaving the Company. The actual compensation to be paid to a named executive officer can only be determined at the time such named executive officer's employment is terminated and may vary based on factors such as the timing during the year of any such event, the Company's stock price, and any changes to our benefit arrangements and policies.
Robert A. Katz, Chairman and Chief Executive Officer
Mr. Katz's employment agreement provides that upon (i) the giving of notice of non-renewal by the Company or termination by the Company without cause or (ii) termination by Mr. Katz for good reason, Mr. Katz is entitled to receive certain benefits so long as he has executed a release in connection with his termination, including: (a) two years of then-current base salary payable in a lump sum, (b) a prorated MIP award (provided that performance targets are met) for the portion of the Company's fiscal year through the effective date of the termination or non-renewal, payable in lump sum, (c) one year's COBRA premiums for continuation of health and dental coverage, payable in a lump sum, and (d) full vesting of any RSUs, SARs or other equity awards held by Mr. Katz. If, within twelve months of the consummation of a change in control, (i) the Company terminates Mr. Katz without cause or gives notice of non-renewal of his agreement or (ii) Mr. Katz terminates for good reason, Mr. Katz is entitled to receive, so long as he has
57
executed a release in connection with his termination: (a) two years of then-current base salary payable in a lump sum, (b) a prorated MIP award (provided that performance targets are met) for the portion of the Company's fiscal year through the effective date of the termination or non-renewal, payable in lump sum, (c) an amount equal to the cash MIP award paid to Mr. Katz in the prior year, payable in lump sum, and (d) to the extent not already vested, full vesting of any RSUs, SARs or other equity awards held by Mr. Katz.
The following table describes the estimated potential compensation to Mr. Katz upon termination or a change in control of the Company:
Executive Benefits and Payments(1) |
Termination without Cause or Resignation for Good Reason |
Change in Control |
Termination following Change in Control(2) |
|||||||
Base Salary |
$ | 1,695,638 | $ | | $ | 1,695,638 | ||||
SAR/RSU Acceleration |
10,492,680 | 10,492,680 | | |||||||
MIP Award |
847,819 | | 1,110,807 | |||||||
Health Insurance |
14,504 | | | |||||||
| | | | | | | | | | |
Total |
$ | 13,050,641 | $ | 10,492,680 | $ | 2,806,445 |
Michael Z. Barkin, Executive Vice President and Chief Financial Officer
Pursuant to the Company's executive severance policy, Mr. Barkin is entitled to receive severance payments upon certain terminations of employment. In addition, Mr. Barkin is entitled to receive payments upon a termination occurring within a certain period of time following a change in control.
The following table describes the estimated potential compensation to Mr. Barkin upon termination or a change in control of the Company:
Executive Benefits and Payments(1) |
Termination without Cause or Resignation for Good Reason |
Change in Control |
Termination following Change in Control(2) |
|||||||
Base Salary |
$ | 390,000 | $ | | $ | 390,000 | ||||
SAR/RSU Acceleration |
| 2,281,768 | | |||||||
MIP Award |
| | 157,014 | |||||||
Health Insurance |
| | | |||||||
| | | | | | | | | | |
Total |
$ | 390,000 | $ | 2,281,768 | $ | 547,014 |
58
Kirsten A. Lynch, Executive Vice President and Chief Marketing Officer
Pursuant to the Company's executive severance policy, Ms. Lynch is entitled to receive severance payments upon certain terminations of employment. In addition, Ms. Lynch is entitled to receive payments upon a termination occurring within a certain period of time following a change in control.
The following table describes the estimated potential compensation to Ms. Lynch upon termination or a change in control of the Company:
Executive Benefits and Payments(1) |
Termination without Cause or Resignation for Good Reason |
Change in Control |
Termination following Change in Control(2) |
|||||||
Base Salary |
$ | 390,000 | $ | | $ | 390,000 | ||||
SAR/RSU Acceleration |
| 2,237,856 | | |||||||
MIP Award |
| | 157,014 | |||||||
Health Insurance |
| | | |||||||
| | | | | | | | | | |
Total |
$ | 390,000 | $ | 2,237,856 | $ | 547,014 |
David T. Shapiro, Executive Vice President, General Counsel and Secretary
Pursuant to the Company's executive severance policy, Mr. Shapiro is entitled to receive severance payments upon certain terminations of employment. In addition, Mr. Shapiro is entitled to receive payments upon a termination occurring within a certain period of time following a change in control.
The following table describes the estimated potential compensation to Mr. Shapiro upon termination or a change in control of the Company:
Executive Benefits and Payments(1) |
Termination without Cause or Resignation for Good Reason |
Change in Control |
Termination following Change in Control(2) |
|||||||
Base Salary |
$ | 375,000 | | $ | 375,000 | |||||
SAR/RSU Acceleration |
| | | |||||||
MIP Award |
| | | |||||||
Health Insurance |
| | | |||||||
| | | | | | | | | | |
Total |
$ | 375,000 | | $ | 375,000 |
59
Blaise T. Carrig, PresidentMountain Division
Effective August 1, 2015, Mr. Carrig ceased serving as our President-Mountain Division and transitioned to the non-executive officer role of senior mountain advisor through October 1, 2017. Effective August 1, 2015, Mr. Carrig will be entitled to receive (i) an annual base salary of $428,561, (ii) participation in the Perquisite Fund Program with an annual allowance of $30,000 per year to be used at the Company's owned or operated resorts and (iii) other customary benefits provided to senior executives of the Company. He will not be eligible to participate in the Company's Management Incentive Plan and additional equity awards. If his employment is terminated by the Company "without cause" prior to October 1, 2017, Mr. Carrig will be entitled to receive the remaining compensation through October 1, 2017.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table summarizes the Company's equity compensation plans as of July 31, 2015:
Plan Category |
(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights(1)(2) |
(b) Weighted average exercise price of outstanding options, warrants and rights |
(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
|||||||
|
(in thousands) |
|
(in thousands) |
|||||||
---|---|---|---|---|---|---|---|---|---|---|
Equity compensation plans approved by security holders |
2,656 | $ | 47.96 | 2,084 | ||||||
Equity compensation plans not approved by security holders |
| | | |||||||
| | | | | | | | | | |
Total |
2,656 | $ | 47.96 | 2,084 | ||||||
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
60
As required by Section 14A of the Exchange Act, we are asking stockholders to approve an advisory resolution, commonly referred to as a "say-on-pay" resolution, approving our executive compensation as reported in this proxy statement. As described in the CD&A section of this proxy statement, our executive compensation program is designed to incentivize achievement of short- and long-term Company and individual performance. We believe this compensation approach aligns the interests of our executive officers with those of our stockholders.
The Compensation Committee has structured our executive compensation program to achieve the following key objectives:
We encourage stockholders to read the CD&A (as well as the other narrative disclosures included in this proxy statement), which describes in more detail how our executive compensation program operates and is designed to achieve our compensation objectives, including through the use of annual incentive awards, long-term equity awards, a high percentage of compensation that is variable or "at-risk" and performance-based stock awards for our CEO. The Compensation Committee and the Board believe that the policies and procedures articulated in the CD&A are effective in achieving our goals and that the compensation of our named executive officers reported in this proxy statement has supported and contributed to the Company's recent and long-term success and is aligned with the interests of our stockholders.
At the 2014 annual meeting, we submitted a "say-on-pay" resolution to our stockholders. Our stockholders approved this proposal with approximately 99.9% of the votes cast on the proposal voting in favor of the resolution. Because our Board views the annual advisory vote as a good corporate governance practice, and because at our 2011 annual meeting approximately 91.7% of the votes cast on the frequency proposal were in favor of an annual advisory vote, we are again asking stockholders to approve the compensation of our NEOs as disclosed in this proxy statement.
Accordingly, the Board unanimously recommends that stockholders approve the following advisory resolution at the annual meeting:
"RESOLVED, that the compensation paid to the named executive officers of Vail Resorts, Inc., as disclosed pursuant to the rules of the Securities and Exchange Commission, including the CD&A, compensation tables and related narrative discussion, is hereby APPROVED."
Although this vote is advisory and is not binding on the Company, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions.
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL OF EXECUTIVE COMPENSATION.
61
The Board is seeking stockholder approval of the Vail Resorts, Inc. 2015 Omnibus Incentive Plan (the "2015 Plan"). The Board believes the adoption of the 2015 Plan is in the best interests of stockholders and the Company because cash- and equity-based awards help to attract, motivate and retain talented employees, directors and other service providers, align employee and stockholder interests, link employee compensation with performance and maintain a culture based upon employee stock ownership.
Stockholder approval of the 2015 Plan is necessary in order for the Company to: (i) meet the NYSE stockholder approval requirements; (ii) meet stockholder approval requirements for the grant of stock options that qualify as "incentive stock options" under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"); and (iii) take tax deductions for certain compensation resulting from awards granted under the 2015 Plan intended to qualify as performance-based compensation under Section 162(m) of the Code. Approval of the 2015 Plan will constitute approval of the material terms of the 2015 Plan pursuant to the stockholder approval requirements of Section 162(m) of the Code.
On September 25, 2015, upon the recommendation and approval of the Compensation Committee, the Board adopted the 2015 Plan, subject to stockholder approval. The 2015 Plan will become effective upon approval by the Company's stockholders (the "Effective Date"). The 2015 Plan is intended to replace the Company's existing equity compensation plan, the Amended and Restated 2002 Long-Term Incentive and Share Award Plan (the "2002 Plan"). If the Company's stockholders approve the 2015 Plan, no additional awards will be granted under the 2002 Plan after the date of such approval. Outstanding awards under the 2002 Plan, however, will continue to be governed by the 2002 Plan and the agreements under which they were granted. If the Company's stockholders do not approve the 2015 Plan, the 2002 Plan will continue in effect until its stated expiration date of November 6, 2016, unless the 2002 Plan is otherwise amended.
The 2015 Plan provides for the grant of awards of options (nonqualified stock options or incentive stock options), share appreciation rights ("SARs"), restricted shares, restricted share units, performance shares, performance units, performance cash awards, dividend equivalent rights and other share-based awards (each, an "Award" and collectively, the "Awards"). Subject to adjustment as provided in the 2015 Plan, the maximum number of shares of stock reserved for issuance under the 2015 Plan will be equal to the sum of (i) 2,600,000 shares, plus (ii) the number of shares available for issuance under the 2002 Plan as of the Effective Date, and (iii) the number of shares, if any, that are subject to awards issued under the 2002 Plan that are forfeited, canceled, terminated or surrendered on or after the Effective Date. As of October 9, 2015, there were a total of 1,805,301 shares of common stock available for issuance under the 2002 Plan, and awards (net of canceled or expired awards) covering an aggregate of 11,796,456 shares of common stock had been granted under the 2002 Plan. The per share closing price of the Company's common stock on October 9, 2015 was $107.77.
The following summary of the 2015 Plan is qualified in its entirety by reference to the full text of the 2015 Plan, a copy of which is attached as Appendix A to this proxy statement.
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The Board believes the 2015 Plan contains several features that are consistent with protecting the interests of stockholders and sound corporate governance practices, including the following:
BACKGROUND FOR REQUESTED SHARE AUTHORIZATION
The number of shares of common stock reserved for issuance under the 2015 Plan was determined after consideration of a number of factors, including (i) the number of shares available under the 2002 Plan, (ii) the Company's historical equity grant practices, including its "burn rate", which is below the industry and Russell 3000 index thresholds established by certain major proxy advisory firms, and
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(iii) expected dilution to existing stockholders. In particular, the Board was mindful that a significant portion (approximately 63% of the outstanding shares as of October 12, 2015) of the outstanding shares under the 2002 Plan are held by Mr. Katz, who has historically retained his equity awards until close to expiration. For example, in fiscal 2015, Mr. Katz exercised 15,000 options on September 16, 2014 with an expiration date of September 28, 2014 and exercised 300,000 SARs on June 17, 2015 with an expiration date of February 28, 2016. Mr. Katz's decision not to exercise his outstanding SARs and sell the underlying shares inflates the outstanding SARs under the 2002 Plan, but ensures that Mr. Katz has a very significant ongoing participation in the Company's stock performance. We are seeking to include additional shares of common stock under the 2015 Plan beyond the shares of stock that remain available for future awards under the 2002 Plan in order to provide us with flexibility in structuring our compensation arrangements going forward and to enable us to grant equity compensation at a level that allows us to continue to attract and retain employees in the competitive labor markets in which we compete.
The 2015 Plan is intended to advance the interests of the Company and its stockholders by providing a means to attract, retain, and motivate employees, consultants and directors of the Company upon whose judgment, initiative and efforts the continued success, growth and development of the Company is dependent.
Any employee or consultant of the Company, a subsidiary or an affiliate, and any director of the Company, as the Committee (as defined below) determines and designates from time to time, is eligible to receive Awards under the 2015 Plan. As of October 8, 2015, approximately 9,660 employees, and all of the Company's non-employee directors, are eligible to participate in the 2015 Plan. The 2015 Plan will become effective as of the Effective Date and will terminate on the first to occur of (i) the date that is ten years after the Effective Date, or (ii) the date determined in accordance with the Board's authority to amend, alter, suspend, discontinue, or terminate the 2015 Plan.
The 2015 Plan will be administered by the Compensation Committee of the Board or a subcommittee thereof, or such other Board committee as designated by the Board to administer the Plan (the "Committee"). The Committee will consist of not fewer than two directors of the Company, each of whom will be (i) a "non-employee director" within the meaning of Rule 16b-3 of the Exchange Act, (ii) an "outside director" within the meaning of Section 162(m) of the Code, and (iii) an independent director in accordance with the rules of any stock exchange on which the Company's shares are listed.
The Committee may (subject to express limitations in the 2015 Plan), among other things:
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The Committee may also determine whether, to what extent, and when an Award may be canceled, forfeited, exchanged or surrendered, and may waive any conditions or rights under, amend, modify or supplement the terms of, or amend, alter, suspend, discontinue or terminate an Award, but may not, except in connection with a corporate transaction involving the Company: (i) amend the terms of outstanding options or SARs to reduce the exercise price of such outstanding options or SARs; (ii) exchange outstanding options or SARs for options or SARs with an exercise price that is less than the exercise price of the original options or SARs; or (iii) cancel outstanding options or SARs with exercise prices above the current fair market value of a share in exchange for cash or other securities, in each case, unless such action is subject to and approved by the Company's stockholders. To the extent permitted by Rule 16b-3 of the Exchange Act and applicable laws, the Committee may delegate its authority with respect to the 2015 Plan and Awards to other members of the Board or officers or managers of the Company or any subsidiary or affiliate.
Minimum Vesting Period. Except with respect to a maximum of 5% of the shares of stock reserved under the 2015 Plan, as may be adjusted pursuant to the terms of the 2015 Plan, and except in connection with a Change in Control (as defined below), no Full Value Award (as defined below) will provide for vesting which is any more rapid than vesting on the one year anniversary of the grant date or, with respect to Awards that vest upon the attainment of performance goals, a performance period that is less than twelve months.
Subject to adjustment as provided in the 2015 Plan, the maximum number of shares of stock reserved for issuance under the 2015 Plan will be equal to the sum of (i) 2,600,000 shares, plus (ii) the number of shares available for issuance under the Company's 2002 Plan as of the Effective Date, and (iii) the number of shares, if any, that are subject to awards issued under the 2002 Plan that are forfeited, canceled, terminated or surrendered on or after the Effective Date. Any or all of the shares of stock reserved for issuance under the 2015 Plan will be available for issuance pursuant to incentive stock options.
The Committee will have the right to cause the Company to substitute or assume Awards in connection with mergers, reorganizations, separations or other transactions. In connection with any dividend in shares, recapitalization, share split, reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase or share exchange, or other similar corporate transaction or event, the Committee will make equitable changes or adjustments that it deems appropriate in order to prevent dilution or enlargement of the rights of participants under the 2015 Plan, and adjust any or all of (i) the number and kind of shares that may be issued under the 2015 Plan, (ii) the number and kind of shares, other securities or other consideration issued or issuable with respect to outstanding Awards, or (iii) the exercise price, grant price or purchase price relating to any Awards.
Shares of stock covered by an Award will be counted as used as of the grant date to calculate the number of shares of stock available for issuance. The number of shares of stock subject to an Award other
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than an Award in the form of an option or SAR, and which is settled by issuing shares of stock ("Full Value Awards") will be counted against the share reserve as three shares of stock for every one share of stock subject to an Award. Any shares of stock subject to Awards other than Full Value Awards will be counted against the share reserve as one share of stock for every one share of stock subject to such Award. The number of shares subject to an Award of SARs will be counted against the share reserve as one share for every one share subject to an Award regardless of the number of shares of stock actually issued to settle such SARs upon the exercise of the SARs. The target number of shares of stock issuable under a performance share or performance unit will be counted against the share reserve as of the grant date, but such number will be adjusted to reflect the actual number of shares of stock issued upon settlement of the performance shares or performance units, as applicable, to the extent different from such target number of shares. Awards that do not entitle a participant to receive or purchase shares and Awards that are settled in cash will not be counted against the share reserve.
If any Awards are forfeited, canceled, terminated, exchanged or surrendered or such Award is settled in cash or otherwise terminates without a distribution of shares to the participant, then the number of shares counted against the share reserve with respect to such Award will, to the extent of such forfeiture, settlement, termination, cancellation, exchange or surrender, again be available for Awards under the 2015 Plan.
The number of shares of stock available for issuance under the 2015 Plan will not be increased by the number of shares (i) tendered, withheld or subject to an Award granted under the 2015 Plan surrendered in connection with the purchase of shares upon exercise of an option, (ii) that were not issued upon the net settlement or net exercise of a share-settled SAR granted under the 2015 Plan, (iii) deducted or delivered from payment of an Award granted under the 2015 Plan in connection with the Company's tax withholding obligations, or (iv) purchased by the Company with proceeds from option exercises.
The maximum number of shares of stock subject to options or SARs that can be granted under the 2015 Plan in any one calendar year to any person, other than non-employee directors, is 1,000,000. The maximum number of shares of stock subject to performance shares, performance units, restricted shares or restricted share units that can be granted under the 2015 Plan in any one calendar year to any person, other than non-employee directors, is 200,000. The maximum amount that may be paid as a cash-denominated performance share or performance unit (whether or not cash-settled), or as a performance cash award, for a performance period to any participant is $12,000,000. The maximum fair market value of shares of stock that may be granted under the 2015 Plan in any one calendar year to any non-employee director is $600,000.
Under the 2015 Plan, the Committee may award options (nonqualified stock options or incentive stock options), SARs, restricted shares, restricted share units, performance shares, performance units, performance cash awards, dividend equivalent rights, and other share-based awards.
Options. An option is a right to purchase shares of the Company's common stock. The exercise price of each option will be determined by the Committee, provided that the exercise price per share will be at least the fair market value of one share of stock on the grant date. If a participant is a 10% stockholder, the exercise price of an option granted to such participant that is intended to be an incentive stock option will be not less than 110% of the fair market value of one share of stock on the grant date. Subject to certain limitations set forth in the 2015 Plan, each option granted under the 2015 Plan will become vested and/or exercisable at such times and under such conditions as determined by the Committee. The Committee will determine the time or times at which the option may be exercisable, the methods by which the exercise price may be paid or deemed paid (including broker-assisted exercise arrangements), the form of such payments (including cash, shares of stock, or other property), and the methods by which the shares of stock will be delivered or deemed delivered. The term of each option will be determined by the Committee, but
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will not be longer than ten years from the date of grant, provided that, in the event that a participant is a 10% stockholder, an option granted to such participant that is intended to be an incentive stock option will not be exercisable after five years from the date of grant. Options granted to participants who are foreign nationals or employed outside of the United States may have a term longer than ten years.
Share Appreciation Rights (SARs). The holder of a SAR will be entitled to receive, upon exercise thereof, an amount measured by the difference between (i) the fair market value of one share of stock on the date the SAR is exercised (or, if the Committee determines, the fair market value of one share of stock at any time during a specified period before or after the date of exercise), over (ii) the SAR exercise price as determined by the Committee as of the date of grant (which will not be less than the fair market value per share on the date of grant). The Committee will determine, on the date of grant or thereafter, the time or times at which a SAR may be exercised in whole or in part (which will not be more than ten years after the date of grant of the SAR), method of exercise, method of settlement, form of consideration payable in settlement (which may be cash, shares or other property), method by which shares of stock will be delivered or deemed delivered, whether or not a SAR will be in tandem with any other Award, and any other terms and conditions of any SAR. Unless the Committee determines otherwise, a SAR granted in tandem with any nonqualified stock option may be granted at the time of grant of the related nonqualified stock option or at any time thereafter, and a SAR granted in tandem with any incentive stock option may only be granted at the time of grant of the related incentive stock option.
Restricted Shares. Restricted shares are shares of the Company's common stock subject to certain restrictions and to a risk of forfeiture. Awards of restricted shares will be subject to such restrictions as imposed by the Committee (including, the achievement of performance criteria). Unless provided otherwise in an award agreement, holders of restricted shares will have all the rights of stockholders, including the right to vote restricted shares and the right to receive any dividends thereon. Such dividends may be paid on either the dividend payment date or deferred to such date determined by the Committee, and will be paid in cash or in unrestricted shares having a fair market value equal to the amount of the dividends. Shares distributed in connection with a share split or share dividend, and other property distributed as a dividend, will be subject to restrictions and a risk of forfeiture to the same extent as the restricted shares with respect to which such shares or other property have been distributed. Restricted shares may be evidenced in a manner as the Committee determines. If the certificates representing the restricted shares are registered in the name of the participant, the certificates will bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such restricted shares, and the Company will retain physical possession of the certificate.
Upon the termination of a participant's service during the restricted period, any restricted shares held by such participant to which all applicable restrictions and conditions have not lapsed will be deemed forfeited, unless the Committee provides otherwise by rule or regulation or in an award agreement, or determines otherwise in any individual case. Upon the forfeiture of restricted shares, any accrued but unpaid dividends or dividend equivalent rights that are at the time subject to restrictions will also be forfeited.
Restricted Share Units. A restricted share unit is a right to receive shares of the Company's common stock or cash at the end of a specified deferral period. Awards of restricted share units will be subject to such restrictions as imposed by the Committee (including, the achievement of performance criteria). Upon expiration of the deferral period specified by the Committee (or, if permitted by the Committee, the deferral period elected by the holder), holders of restricted share units will have the right to receive shares of stock or cash in settlement of such units. Upon the termination of a participant's service during the deferral period, any restricted share units held by such participant to which all applicable restrictions and conditions have not lapsed will be deemed forfeited, unless the Committee provides otherwise by rule or regulation or in an award agreement, or determines otherwise in any individual case.
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Performance Shares, Performance Units, and Performance Cash Awards. The right of a participant to exercise or to receive a grant or settlement of any performance share, performance unit or performance cash award, and the timing thereof, will be subject to such performance objectives as specified by the Committee. Except as described below for awards that are intended to satisfy the Section 162(m) exception for qualified performance-based compensation, the Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions. The performance period for performance shares, performance units and performance cash awards will be a period of one or more years, as determined by the Committee.
At the beginning of a performance period, the Committee will determine for each participant or group of participant with respect to that performance period (x) the range of number of shares, if any, in the case of performance shares, (y) the range of dollar values, if any, in the case of performance units, or (z) the range of cash awards in the case of performance cash awards which may be fixed or may vary in accordance with such performance or other criteria specified by the Committee, which will be paid to a participant as an Award if the relevant measure of Company performance for the performance period is met. The Committee may revise a performance objective during the course of a performance period if a significant event occurs that the Committee expects to have a substantial effect on such performance objective during the period (subject to the requirements of Section 162(m) of the Code). The Committee will not have any discretion to increase the amount of compensation payable under an Award that is intended to satisfy the Section 162(m) exception for qualified performance-based compensation to the extent that such an increase would cause the Award to fail to satisfy the requirements of such exception, but the Committee may, in its sole discretion, reduce the amount of a payment otherwise to be made in connection with performance shares, performance units and performance cash awards.
Upon the termination of a participant's service during a performance period, performance shares, performance units and performance cash awards for which the performance period was prescribed will be forfeited, unless the Committee provides otherwise by rule or regulation or in an award agreement, or determines otherwise in any individual case. Each performance share or performance unit may be paid in whole shares of stock, cash or a combination of shares and cash, and may be paid either as a lump sum payment or in installments, as determined by the Committee. Each performance cash award will be paid in cash, commencing as soon as practicable after the end of the relevant performance period.
Dividend Equivalents. A dividend equivalent is a right to receive cash, shares of stock or other property equal in value to dividends paid with respect to a specified number of shares. Dividend equivalents may be awarded on a free-standing basis or in connection with another Award, and may be paid out currently or on a deferred basis. The Committee may provide that dividend equivalents may be paid or distributed when accrued or may be deemed to be reinvested in additional shares of stock or other investment vehicles specified by the Committee. Dividend equivalents (other than freestanding dividend equivalents) are subject to all conditions and restrictions of the underlying Awards to which they relate. Dividend equivalents may not be awarded in connection with, or related to, an Award of options or SARs.
Other Share-Based Awards. The Committee may, subject to applicable laws and the terms of the 2015 Plan, grant other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to shares of stock, as deemed by the Committee to be consistent with the purposes of the 2015 Plan, including unrestricted shares, other rights convertible or exchangeable into shares of stock, purchase rights for shares of stock, awards with value and payment contingent upon performance of the Company or any other factors designated by the Committee, and awards valued by reference to the performance of specified subsidiaries or affiliates. The Committee will determine the terms and conditions of such Awards at the time of grant or thereafter.
Recoupment. Any Award granted pursuant to the 2015 Plan will be subject to mandatory repayment by the participant to the Company (i) to the extent set forth in the 2015 Plan or an award agreement or (ii) to the extent the participant is, or in the future becomes, subject to (a) any Company or affiliate
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"clawback" or recoupment policy that is adopted to comply with the requirements of any applicable laws, rules or regulations, or otherwise, or (b) any applicable laws which impose mandatory recoupment, under circumstances set forth in such applicable laws.
Change in Control. Except as otherwise provided in the applicable award agreement, in another agreement with the participant, or as otherwise set forth in writing, upon the occurrence of a Change in Control (as defined below) the following provisions will apply to outstanding awards:
A Change in Control under the 2015 Plan means the occurrence of any of the following:
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Section 162(m) of the Code. Section 162(m) of the Code ("Section 162(m)") generally provides that no federal income tax business expense deduction is allowed for annual compensation in excess of $1 million paid by a publicly-traded corporation to certain of its officers (the "covered employees"). For purposes of Section 162(m), a covered employee means any person who, as of the last day of the Company's taxable year, is the chi