Summary of Director and Executive Officer Compensation

Contract Categories: Human Resources - Compensation Agreements
EX-10.26 3 ex-10d26.htm EX-10.26 rhp_Ex10_26

Exhibit 10.26

Ryman Hospitality Properties, Inc. (the “Company”)

Summary of Director and Executive Officer Compensation

 

I.

Director Compensation. Directors who are employees of the Company do not receive additional compensation for serving as directors of the Company. The following table sets forth current rates of cash compensation for the Company’s non-employee directors.

 

20

 

 

 

 

 

 

 

 

 

Retainer

  

2020

 

Board retainer

  

$

65,000

  

Lead Non-Management Director retainer

  

$

30,000

  

Audit chair retainer

  

$

25,000

  

Human Resources chair retainer

  

$

20,000

  

Nominating and Corporate Governance chair retainer

  

$

15,000

  

Audit member retainer

  

$

10,000

  

Human Resources member retainer

  

$

10,000

  

Nominating member retainer

  

$

7,500

  

Non-employee directors may elect payment in cash or may defer this portion of their compensation and receive restricted stock units pursuant to the Company’s 2016 Omnibus Incentive Plan with a value equal to the fees, based on the fair market value of the Company’s common stock on the date of issuance. Such restricted stock units will be deferred until a specified date or the end of the director’s service on the Board of Directors. All directors are reimbursed for expenses incurred in attending meetings.

In addition, as of the date of our board meeting following our annual meeting of stockholders, each non-employee director will receive an annual grant of restricted stock units having a dollar value of $95,000, based on the fair market value of the Company’s common stock on the date of grant. The restricted stock units vest fully on the first anniversary of the date of grant, pursuant to the Company’s 2016 Omnibus Incentive Plan, unless deferred by the director until either a specified date or the end of the director’s service on the Board of Directors. Directors will not receive fees for attending meetings.

 

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The following table sets forth the 2020 annual base salaries and the fiscal 2019 short-term cash incentive compensation provided to the Company’s Chief Executive Officer, the Company’s Chief Financial Officer and the three other most highly compensated executive officers to be named in the Company’s proxy statement to be filed in connection with the 2020 annual meeting of stockholders (the “Named Executive Officers”).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

2020 Salary

 

  

Fiscal 2019
Bonus Amount

 

Colin Reed

  

$

1,100,000

 

  

$

2,300,000

 

Mark Fioravanti

  

$

600,000

 

  

$

1,100,000

 

Bennett Westbrook

  

$

440,000

 

  

$

625,000

 

Patrick Chaffin

  

$

475,000

 

  

$

625,000

 

Scott Lynn

  

$

400,000

 

  

$

550,000

 

Bonus Amounts were paid pursuant to the Company’s short-term cash incentive compensation program under the Company’s Amended and Restated 2006 Omnibus Incentive Plan. In addition, certain performance-based restricted stock unit awards under the Company’s Amended and Restated 2006 Omnibus Incentive Plan with

respect to performance periods ended December 31, 2019 will vest on March 15, 2020, as will be reflected in Form 4 filings to be made with the SEC.

The following table sets forth the fiscal 2020 bonus targets as a percentage of 2020 base salary set for the Named Executive Officers:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Threshold

 

 

Target

 

 

Maximum

 

Colin V. Reed

  

 

75

 

 

150

 

 

300

Mark Fioravanti

  

 

62.5

 

 

125

 

 

250

Bennett Westbrook

  

 

50

 

 

100

 

 

200

Patrick Chaffin

  

 

50

 

 

100

 

 

200

Scott Lynn

  

 

50

 

 

100

 

 

200

The fiscal 2020 bonuses will be determined based upon the achievement of certain goals and Company performance criteria, and if earned, will be paid pursuant to the Company’s cash bonus program under the Company’s 2016 Omnibus Incentive Plan.

The Named Executive Officers also receive long-term incentive awards, as discussed below, pursuant to the Company’s stockholder-approved equity incentive plans.

On February 20, 2020, the Named Executive Officers were granted the following awards of time-based vesting restricted stock units (vesting ratably over four years beginning on March 15, 2021) and the following awards of performance-vesting restricted stock units for the 2020-2022 performance period (of which up to 150% will vest on March 15, 2023 based on the achievement of designated financial goals), pursuant to the Company’s 2016 Omnibus Incentive Plan.

 

8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Time-Based
RSUs

 

  

Performance-Based
RSUs

 

Colin V. Reed

  

 

18,571

  

  

 

16,811

  

Mark Fioravanti

  

 

8,000

  

  

 

8,000

  

Bennett Westbrook

  

 

3,500

  

  

 

3,500

  

Patrick Chaffin

  

 

3,500

  

  

 

3,500

  

Scott Lynn

  

 

3,500

  

  

 

3,500

 

 

 

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III.

Additional Information. The foregoing information is summary in nature. Additional information regarding the compensation of directors and named executive officers may be provided in the Company’s filings with the SEC, including the proxy statement to be filed in connection with the 2020 annual meeting of stockholders.