DEF 14A of Vail Resorts Inc, Oct 21, 2019

DEF 14A of Vail Resorts Inc

Filed Oct 21, 2019 · FY20190000812011-19-000131

Open on EDGAR

  1. INFORMATION WITH RESPECT TO 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. At the Annual Meeting, director nominees will stand for election for one-year terms, expiring at the 2020 Annual Meeting of Stockholders. The following sets forth the name and age of each director, identifies whether the director 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.

  2. INFORMATION WITH RESPECT TO NOMINEES

    | Director Nominee | Business Experience, Other Directorships and Qualifications | | SUSAN L. DECKER Age – 56 CEO & Co-Founder Raftr Director Since September 2015 Independent Committees: Compensation (Chair) Nominating & Governance Current Public Directorships: Berkshire Hathaway, Inc. Costco Wholesale Corporation | Ms. Decker is CEO and co-founder of Raftr, a college campus social platform which was launched in 2017. In addition, Ms. Decker is the principal of Deck3 Ventures LLC, a privately held consulting and advisory firm, a position she has held since 2009. Ms. Decker currently serves on the boards of directors of Berkshire Hathaway Corporation, Costco Wholesale Corporation, Survey Monkey and Vox Media. During the 2009-2010 academic year, Ms. Decker served as Entrepreneur-in-Residence at Harvard Business School. Prior to that, from June 2000 to April 2009, she held various executive management positions at Yahoo! Inc., a global Internet brand, including President (June 2007 to April 2009), head of the Advertiser and Publisher Group (December 2006 to June 2007) and Chief Financial Officer (June 2000 to June 2007). Prior to joining Yahoo!, she spent 14 years with Donaldson, Lufkin & Jenrette (DLJ), most recently as Managing Director, global equity research (1998 - 2000), and previously as an equity research analyst, covering publishing and advertising stocks from 1986 to 1998. Skills and Qualifications: • Leadership and Finance experience—former lead 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 experience—director of a large, diverse multinational conglomerate (Berkshire); director of a leading global retailer (Costco); former 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); director of a cloud-based software as a service (SaaS) company (SurveyMonkey); CEO & co-founder of a digital media product (Raftr) |

  3. INFORMATION WITH RESPECT TO NOMINEES

    | Director Nominee | Business Experience, Other Directorships and Qualifications | | ROBERT A. KATZ Age – 52 Chairman of the Board & CEO Vail Resorts, Inc. Director Since June 1996 Chairman of the Board Since March 2009 Committees: Executive | Mr. Katz served as Lead Director of the Company from June 2003 until his appointment as Chief Executive Officer 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 experience—professional 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 experience—current CEO of large public company (Vail Resorts); former senior partner at large private equity investment firm (Apollo) |

  4. INFORMATION WITH RESPECT TO NOMINEES

    | Director Nominee | Business Experience, Other Directorships and Qualifications | | JOHN T. REDMOND Age – 61 President, Allegiant Travel Company Director Since March 2008 Independent Committees: Audit Current Public Directorships: Allegiant Travel Company | Mr. Redmond is the President of Allegiant Travel Company effective as of September 12, 2016 and also serves as a director of Allegiant. Previously, 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 experience—former CEO of large public entertainment and gaming company (Echo); former senior officer and director of large public entertainment and gaming company (MGM); president and director of low-cost, high-efficiency, all-jet passenger airline (Allegiant) • Industry and International experience—president and director of leisure travel company (Allegiant); former CEO of large public entertainment and gaming company (Echo); former senior officer and director of large public entertainment and gaming company (MGM) |

  5. INFORMATION WITH RESPECT TO NOMINEES

    | Director Nominee | Business Experience, Other Directorships and Qualifications | | MICHELE ROMANOW Age – 34 Co-Founder, Clearbanc Director Since October 2016 Independent Committees: Compensation | Ms. Romanow is the Co-Founder of Clearbanc, a technology company that provides financial services for freelancers in the United States. Previously, Ms. Romanow was the Co-Founder of Snap by Groupon (previously SnapSaves), which was founded in March 2012 and acquired by Groupon, Inc. in June 2014. She served as a senior marketing executive for Groupon from June 2014 until March 2016. In February 2011, Ms. Romanow also founded Buytopia.ca, a Canadian ecommerce leader of which she continues to be a partner. Prior to that she was Director, Corporate Strategy & Business Improvement for Sears Canada. Ms. Romanow is also one of the venture capitalists on the award winning CBC series Dragons’ Den. Ms. Romanow is a director of Freshii Inc., a Canadian fast casual restaurant franchise whose stock is publicly traded on the Toronto Stock Exchange. Ms. Romanow is a Director of SHAD, a registered Canadian charity that empowers exceptional high school students and League of Innovators, a Canadian charity with a goal of building entrepreneurial acumen for youth. Ms. Romanow was previously a director of Whistler Blackcomb Holdings, Inc., which was acquired by Vail Resorts in October 2016. She holds a Bachelor of Science in Engineering and a Master of Business Administration from Queen's University. Skills and Qualifications: • Leadership experience—Co-Founder of SnapSaves (now Snap by Groupon) and former head of marketing of Snap by Groupon; Co-Founder and Partner of Buytopia.ca; director of Freshii; former director of Whistler Blackcomb • Technology and Marketing experience—former senior marketing executive (Groupon); Co-Founder of three technology companies (Clearbanc, SnapSaves and Buytopia.ca) |

  6. INFORMATION WITH RESPECT TO NOMINEES

    | Director Nominee | Business Experience, Other Directorships and Qualifications | | HILARY A. SCHNEIDER Age – 58 Chief Executive Officer of Wag Labs, Inc. (Wag!) Director Since March 2010 Independent Committees: Compensation | Ms. Schneider has been the Chief Executive Officer of Wag Labs, Inc. (Wag!), an on-demand dog walking and care service company, since January 2018. Previously, she was the President and Chief Executive Officer of LifeLock, Inc., a leading provider of identity theft protection, identity risk assessment and fraud protection services, from March 2016 until the acquisition of LifeLock by Symantec in February 2017, and she served as its President from September 2012 to February 2016. 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 previously served as a director of LifeLock. Recently, Ms. Schneider was a director of SendGrid, Inc., a publicly traded digital communication platform, prior to its acquisition by Twilio. Ms. Schneider also serves on the board of directors of several private companies and non-profit organizations, including Water.org. Skills and Qualifications: • Leadership experience—CEO of an on-demand dog walking & dog care company (Wag!), former director, president and CEO of large public identity and fraud protection company (LifeLock); leadership positions at large public global technology company (Yahoo!) • Industry and Marketing experience—former president and CEO of large public identity and fraud protection company (LifeLock); leadership positions at large public global technology company (Yahoo!); former director of customer communication platform company (SendGrid) |

  7. INFORMATION WITH RESPECT TO NOMINEES

    | Director Nominee | Business Experience, Other Directorships and Qualifications | | D. BRUCE SEWELL Age – 61 Former Senior Vice President, General Counsel & Secretary Apple Inc. Director Since January 2013 Lead Director Since June 2019 Independent Committees: Audit, Nominating & Governance (Chair) Executive | From September 2009 until December 2017, Mr. Sewell was 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 global security operations, privacy and encryption. 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. He also serves on the board of directors of C3-IoT, a privately held technology company. In April 2018, Mr. Sewell joined the board of Village Enterprise, a charitable organization focusing on training and creating sustainable businesses in Africa. He also serves as President and Director of Friends of Lancaster University in America, a non-profit organization supporting higher education. Skills and Qualifications: • Leadership and Finance experience—prior general counsel of a large international public company (Apple); leadership positions at international manufacturer of microprocessors and chipsets (Intel) • Technology and International experience—prior general counsel of international public mobile communication, personal computer, software and media devices company (Apple); leadership positions at international manufacturer of microprocessors and chipsets (Intel); leadership position at cloud-based enterprise Platform as a Service (PaaS) for deployment of big data, AI & IoT software applications (C3-IoT) |

  8. INFORMATION WITH RESPECT TO NOMINEES

    | Director Nominee | Business Experience, Other Directorships and Qualifications | | JOHN F. SORTE Age – 72 Executive Chairman, Morgan Joseph TriArtisan Group Inc. Director Since January 1993 Independent Committees: Audit (Chair), Compensation, Nominating & Governance, Executive | Mr. Sorte is Executive Chairman of Morgan Joseph TriArtisan Group Inc., a merchant bank engaged in principal investment activities. 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 experience—executive chairman of merchant bank (Morgan Joseph); former president of private equity firm (New Street); prior leadership positions at global investment bank (Drexel) • International experience—executive chairman of merchant bank with international operations (Morgan Joseph); prior leadership positions at global investment bank (Drexel) |

  9. INFORMATION WITH RESPECT TO NOMINEES

    | Director Nominee | Business Experience, Other Directorships and Qualifications | | PETER A. VAUGHN Age – 55 Chief Experience Officer, Avenues: The World School Director Since June 2013 Independent Committees: Compensation | Mr. Vaughn is the Chief Experience Officer of Avenues: The World School, a privately-held global network of independent schools headquartered in New York. Prior to joining Avenues in 2018, he founded and served as 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 experience—former senior global marketing positions and senior business leader in multiple business lines at a global, public financial services company (American Express), executive of global school network (Avenues) • Marketing and Finance experience—principal 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) |

  10. The Audit Committee

    The Audit Committee 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. Sorte, Chairman, and Messrs. Redmond and Sewell. The Board has determined that Messrs. Sorte, Redmond and Sewell are each an “audit committee financial expert” as defined in the SEC’s rules and regulations adopted pursuant to 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 2019.

  11. The Executive Committee

    The Executive Committee 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, Sewell and Sorte. The Executive Committee held numerous discussions, but no formal meetings during fiscal 2019.

  12. The Executive Committee

    | DIRECTOR COMPENSATION |

  13. DIRECTOR COMPENSATION FOR FISCAL 2019

    DIRECTOR COMPENSATION FOR FISCAL 2019 The following table provides information concerning the compensation of our non-employee directors in fiscal 2019:

  14. DIRECTOR COMPENSATION FOR FISCAL 2019

    | Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Susan L. Decker(5) | 85,561 | 207,579 | 4,000 | 297,140 | | Roland A. Hernandez(6) | 142,520 | 207,579 | 4,000 | 354,099 | | John T. Redmond(7) | 87,493 | 207,579 | 10,560 | 305,632 | | Michele Romanow(8) | 92,493 | 207,579 | 17,274 | 317,346 | | Hilary A. Schneider(9) | 82,493 | 207,579 | — | 290,072 | | D. Bruce Sewell(10) | 114,397 | 207,579 | — | 321,976 | | John F. Sorte(11) | 127,494 | 207,579 | — | 335,073 | | Peter A. Vaughn(12) | 82,493 | 207,579 | 4,000 | 294,072 |

  15. DIRECTOR COMPENSATION FOR FISCAL 2019

    | (1) Mr. Katz is also a named executive officer and his compensation as Chief Executive Officer is included in the Summary Compensation Table in the “Executive Compensation” section of this proxy statement. Mr. Katz does not receive any additional compensation for his service on the Board. |

  16. DIRECTOR COMPENSATION FOR FISCAL 2019

    | (2) Consists of non-employee director annual retainers and meeting fees, and, if applicable, lead director fees, committee chair fees, and committee member and meeting fees. Fees paid to each director in fiscal 2019 were as follows: |

  17. DIRECTOR COMPENSATION FOR FISCAL 2019

    | | | Committees | | | | | | | Board of Directors | Audit | Compensation | Nominating & Governance | Executive | | | Name | Board Service ($) (f) | Committee Service ($) | Committee Service ($) | Committee Service ($) | Committee Service ($) | Total ($) | | Susan L. Decker(a) | 72,493 | — | 11,534 | 1,534 | — | 85,561 | | Roland A. Hernandez(b) | 106,356 | 15,000 | — | 12,698 | 8,466 | 142,520 | | John T. Redmond | 72,493 | 15,000 | — | — | — | 87,493 | | Michele Romanow(c) | 82,493 | — | 10,000 | — | — | 92,493 | | Hilary A. Schneider | 72,493 | — | 10,000 | — | — | 82,493 | | D. Bruce Sewell(d) | 78,630 | 23,465 | — | 10,768 | 1,534 | 114,397 | | John F. Sorte(e) | 72,493 | 16,535 | 18,466 | 10,000 | 10,000 | 127,494 | | Peter A. Vaughn | 72,493 | — | 10,000 | — | — | 82,493 |

  18. DIRECTOR COMPENSATION FOR FISCAL 2019

    (a) Effective June 6, 2019, Ms. Decker became Chair of the Compensation Committee and joined the Nominating & Governance Committee. (b) On March 14, 2019, Mr. Hernandez notified the Board of his intention not to stand for re-election to the Board at the end of his current term, which ends on the date of the Company’s 2019 Annual Meeting of Stockholders. Mr. Hernandez also resigned as a member of the Audit Committee of the Company effective as of March 14, 2019. Effective June 6, 2019, Mr. Hernandez was no longer Lead Director of the Company or a member of the Nominating & Governance or Executive Committees. (c) Includes $10,000 annual retainer fee for service on the Board of Directors of Whistler Blackcomb Holdings, Inc. (d) Effective June 6, 2019, Mr. Sewell became Lead Director of the Company and also joined the Executive Committee. (e) Effective June 6, 2019, Mr. Sorte became Chair of the Audit Committee. (f) Effective October 1, 2018, the annual cash retainer for each Board member was increased from $60,000 to $75,000.

  19. DIRECTOR COMPENSATION FOR FISCAL 2019

    | (3) The amounts in this column represent the aggregate grant date fair value of RSUs granted during fiscal 2019 computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. |

  20. DIRECTOR COMPENSATION FOR FISCAL 2019

    | (4) All other compensation for fiscal 2019 includes the following: |

  21. DIRECTOR COMPENSATION FOR FISCAL 2019

    | Name | Charitable Donations ($)(a) | Company-paid Lodging, Ski School Privileges and Discretionary Spending on Goods and Services ($)(b) | Total ($) | | Susan L. Decker | 4,000 | — | 4,000 | | Roland A. Hernandez | 4,000 | — | 4,000 | | John T. Redmond | — | 10,560 | 10,560 | | Michele Romanow | 4,000 | 13,274 | 17,274 | | Hilary A. Schneider | — | — | — | | D. Bruce Sewell | — | — | — | | John F. Sorte | — | — | — | | Peter A. Vaughn | 4,000 | — | 4,000 |

  22. DIRECTOR COMPENSATION FOR FISCAL 2019

    | (a) See below under “Limited Director Perquisites and Personal Benefits” for a description of this program. |

  23. DIRECTOR COMPENSATION FOR FISCAL 2019

    | (b) Represents the amounts reported during fiscal 2019 that were used by a director towards lodging, ski school privileges and discretionary spending on services or goods at our properties for personal use. See below under “Limited Director Perquisites and Personal Benefits” for a description of this program. 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 providing these benefits, and perquisites and personal benefits are not reported for any director for whom such amounts were less than $10,000 in the aggregate for the fiscal year. |

  24. DIRECTOR COMPENSATION FOR FISCAL 2019

    | (5) As of July 31, 2019, Ms. Decker held 743 unvested RSUs. |

  25. DIRECTOR COMPENSATION FOR FISCAL 2019

    | (6) As of July 31, 2019, Mr. Hernandez held 743 unvested RSUs. |

  26. DIRECTOR COMPENSATION FOR FISCAL 2019

    | (7) As of July 31, 2019, Mr. Redmond held and 743 unvested RSUs. |

  27. DIRECTOR COMPENSATION FOR FISCAL 2019

    | (8) As of July 31, 2019, Ms. Romanow held 743 unvested RSUs. |

  28. DIRECTOR COMPENSATION FOR FISCAL 2019

    | (9) As of July 31, 2019, Ms. Schneider held 743 unvested RSUs. |

  29. DIRECTOR COMPENSATION FOR FISCAL 2019

    | (10) As of July 31, 2019, Mr. Sewell held 743 unvested RSUs. |

  30. DIRECTOR COMPENSATION FOR FISCAL 2019

    | (11) As of July 31, 2019, Mr. Sorte held 743 unvested RSUs. |

  31. DIRECTOR COMPENSATION FOR FISCAL 2019

    | (12) As of July 31, 2019, Mr. Vaughn held 743 unvested RSUs. |

  32. Executive Summary

    | • | Annual Incentive Awards. Our Management Incentive Plan (“MIP”), which applies to the award of annual cash incentive compensation, referred to in this CD&A as a “MIP award,” is intended to focus our executive officers on the key corporate financial metrics that we believe drive our best results. As explained in more detail below, because Resort EBITDA (earnings before interest, taxes, depreciation and amortization, as reported for our Mountain and Lodging segments) is the performance metric associated with the MIP for our NEOs, their annual cash incentive fluctuates with our performance and the achievement of our annual goals as established by the Compensation Committee. |

  33. Executive Summary

    | • | Long-Term Equity Awards. A significant portion of our NEOs’ total annual compensation opportunity is in the form of long-term equity incentive compensation, including share appreciation rights (“SARs”) and restricted share units (“RSUs”), which generally vest ratably over three years or, in certain circumstances, have cliff vesting at the third anniversary. |

  34. Executive Summary

    | • | Performance-Based Stock Awards for CEO. In furtherance of our pay-for-performance philosophy and to further align the interests of our CEO with the interests of our stockholders, the Compensation Committee has determined that approximately 50% of the award value subject to long-term equity incentive awards granted to our CEO each fiscal year (not including RSUs granted in payment of his annual MIP award, which are already tied to the performance metrics set forth under the MIP) will be “performance-based” stock awards. These performance-based stock awards may include (i) awards that do not vest or become exercisable unless specific business performance goals established by the Compensation Committee at the time of grant of the award are satisfied, (ii) SARs subject to time-based vesting criteria, but with an exercise price at least 25% greater than the closing price of our common stock on the date of grant (“Premium SARs”), and/or (iii) SARs with an exercise price equal to the closing price of our common stock on the date of grant (“Market SARs”). For fiscal 2019, the Compensation Committee awarded Mr. Katz long-term equity incentive awards with approximately 50% of the award value in time-based vesting RSUs and approximately 50% of the award value in Premium SARs only. |

  35. Executive Summary

    Our Executive Compensation Program is Supported by Our Stockholders At our annual meeting of stockholders held on December 6, 2018, approximately 98% of the votes cast on the proposal were voted in support of the advisory resolution to approve the compensation of our NEOs. 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. Also at this 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 implemented an advisory vote on executive compensation every year. Fiscal 2020 Committee Actions For fiscal 2019, for the second consecutive year, our Chairman and CEO, Mr. Katz, voluntarily offered to reduce his compensation from what was recommended by the Compensation Committee. Mr. Katz offered to reduce the value of his long-term incentive award (RSUs and SARs) granted in September 2018, from approximately $4 million (the total grant date value of his RSU and SAR grant for fiscal 2018, excluding the RSUs award as part of his bonus) to approximately $2 million. For fiscal 2020, Mr. Katz again made this suggestion to the Compensation Committee to maintain these reduced levels of equity grant values in order to ensure that the Company could prioritize other compensation initiatives for fiscal 2020 and in recognition of his own ownership in the Company’s stock, built over the prior 13 years. The Compensation Committee accepted this offer for fiscal 2020, despite the Committee’s high degree of satisfaction with the Company’s and Mr. Katz’s performance. 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:

  36. Executive Summary

    | WHAT WE DO: | | 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. Additionally, until the applicable guideline is achieved for an executive, he or she is required to retain at least 75% of the net shares received from vesting of RSUs or exercise of SARs. All of our executive officers are in compliance with this policy. 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 and, for fiscal 2019, determined that the Company’s compensation policies and practices, or components thereof, do not create risks that are reasonably likely to have a material adverse effect on the Company. |

  37. Key Objectives of Our Executive Compensation Program

    | • | Emphasizing Pay-for-Performance. Emphasize pay-for-performance by tying annual and long-term compensation incentives to achievement of specified performance objectives or overall stock performance. |

  38. Key Objectives of Our Executive Compensation Program

    | • | Attracting, Retaining and Motivating. Attract, retain and motivate talented executives who will determine our long-term success. We have structured our executive compensation program to be competitive with compensation paid by companies in the same market for executive talent. |

  39. Key Objectives of Our Executive Compensation Program

    | • | Rewarding Contributions and Creating Long-Term Value. We have structured our compensation program to recognize and reward contributions of all employees, including executive officers, in achieving strategic goals and business objectives, while aligning the program with stockholder interests. |

  40. Compensation-Setting Process

    Compensation-Setting Process 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 sole 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 (subject to any matters requiring approval by the Board of Directors and/or our stockholders), 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 2019, the Compensation Committee engaged AON Hewitt to conduct a risk assessment, competitive market study of the Company’s executive compensation program and to advise on compensation decisions. The Compensation Committee has assessed the independence of AON Hewitt as required by the NYSE listing rules. The Compensation Committee reviewed its relationship with AON Hewitt and considered all relevant factors, and concluded that there are no conflicts of interest raised by the work performed by AON Hewitt. The market 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 for fiscal 2019 differed from the peer group used for fiscal 2017 and fiscal 2018 due to changes in the size of Vail Resorts, resulting from acquisitions during the previous two years, changes in the industry, including revenue and market capitalization changes (both for the Company and the previous peer group companies) and mergers and acquisitions that resulted in previous peer group companies no longer being available for fiscal 2019. Specifically, Pinnacle Entertainment Inc. and La Quinta Holdings Inc. were removed from peer group due to acquisitions, and following a spin-off transaction involving Wyndham Worldwide Corp., both Wyndham Hotels & Resorts, Inc. and Wyndham Destinations, Inc. were added. Accordingly, the peer group used by the Compensation Committee for fiscal 2019 compensation decisions consisted of the following companies:

  41. Compensation-Setting Process

    The Compensation Committee primarily uses the proprietary 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 comparable 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. 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 intends to continue to seek advice from independent compensation consultants as it deems necessary to help ensure that our 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 our executive officers remains competitive, the Compensation Committee may 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. The Compensation Committee, in conjunction with 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 for the applicable fiscal year), perquisites and the value of equity awards previously granted to the NEO as of the applicable fiscal year end, as well as the amounts that would have been payable to the NEO if employment had been terminated under various 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.

  42. Elements of Compensation

    | Compensation Element | Objective | Key Features | | Equity Incentive Awards | To increase long-term stockholder value by retaining our executive officers in a competitive business environment and aligning the interests of our executive officers with those of our stockholders by encouraging stock ownership by such officers | • Current equity incentive awards are granted under our 2015 Omnibus Incentive Plan, referred to in this proxy statement as the 2015 Plan, previously approved by stockholders at the 2015 annual meeting. • Equity awards granted prior to the 2015 annual meeting were 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 the stockholders. • For fiscal 2019, we used grants of time-based vesting RSUs and SARs because RSUs and SARs provide both a high perceived value and strong retention value. • The Compensation Committee has adopted a long-term equity-based incentive grant practice for Mr. Katz, such that approximately 50% of his equity awards will be performance-based. For fiscal 2019, 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 Premium SARs, which consisted of 3,706 RSUs and 11,727 Premium SARs, each vesting annually over three years. • The use of RSUs aligns the interests of our executive officers with that of our stockholders through stock ownership. • SARs are granted with an exercise price of no less than the closing price of our common stock on the date of grant (and in some cases as noted above with respect to Mr. Katz, with an exercise price that exceeds the fair market value on the date of grant), and as a result, executive officers realize value only to the extent the price of our common stock appreciates after the grant date. • RSUs and SARs typically vest ratably on an annual basis over three years. However, previously, the Compensation Committee has granted awards with cliff vesting as a retention tool where the entire award does not vest until the end of a three-year period. | | Deferred Compensation | To attract and retain executive officers with a proven track record of performance and to provide a tax-efficient means for such officers to save for retirement | • Executive officers can elect to defer up to 80% of their base salary and 100% of their annual MIP award. • Executive officers 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. |

  43. MIP Funding for Resort EBITDA

    MIP Funding for Resort EBITDA

  44. MIP Funding for Resort EBITDA

    | Percentage of Target Performance Achieved | Percentage of Annual Target Funding Level Available under the MIP | | Less than 80% | —% | | 80% | 15% | | 90% | 25% | | 95% | 50% | | 100% | 100% | | 110% | 175% | | 120% or greater | 200% |

  45. MIP Funding for Resort EBITDA

    In the event our Resort EBITDA for any fiscal year meets the specific threshold or target level, 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 may be increased by up to 5%, with such excess being paid out, if any, at the discretion of the Compensation Committee based upon individual performance. Target Annual MIP Awards. 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. Threshold, target and maximum awards payable under the MIP for fiscal 2019 are reported in the Grants of Plan-Based Awards Table. For fiscal 2019, each NEO was eligible for an annual MIP award based on a percentage of annual base salary as follows:

  46. MIP Funding for Resort EBITDA

    | Name | 2019 Target Annual MIP Award as Percentage of Base Salary | | Robert A. Katz | 100% | | Michael Z. Barkin | 75% | | Patricia A. Campbell | 75% | | Kirsten A. Lynch | 75% | | David T. Shapiro | 50% |

  47. MIP Funding for Resort EBITDA

    Individual MIP Award Determination. Once funding is established, the actual MIP award paid to each NEO (other than Mr. Katz) is determined by individual performance objectives. In the case of Mr. Katz, his 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 at the discretion of the Compensation Committee. Individual performance objectives vary depending upon our strategic plan and each NEO’s individual responsibilities are established at the beginning of each fiscal year, with the expectation in fiscal 2019 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 2019 was moderately likely. Example. An executive whose MIP award funding is 100% based on Resort EBITDA, earning $300,000 annually with a target MIP award of 50% of base salary, would have an available MIP award funding of $150,000 for 100% achievement of Resort EBITDA (100% times 50% salary target times 100% funding), for a total of $150,000 of target funding. However, because the 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). Fiscal 2019 Results. In fiscal 2019, we met 96.53% of the Resort EBITDA target, which resulted in a funding level at 65.30% of the target funding level for that component of the funding calculation. Based upon these results and individual performance, and noting that no adjustments were made based upon individual performance, the Compensation Committee determined the final MIP award amounts as follows:

  48. MIP Funding for Resort EBITDA

    | Name | Fiscal 2019 Target MIP Award | Actual Fiscal 2019 Payout Percentages(1) | | Fiscal 2019 Actual MIP Award | Fiscal 2018 Actual MIP Award | Change From Fiscal 2018 Actual MIP Award | | Robert A. Katz(2) | $968,192x | 65.30% | = | $632,229 | $420,018 | 50.5% | | Michael Z. Barkin | $550,000x | 65.30% | = | $269,363 | $168,375 | 60.0% | | Patricia A. Campbell | $550,000x | 65.30% | = | $269,363 | $168,375 | 60.0% | | Kirsten A. Lynch | $550,000x | 65.30% | = | $269,363 | $168,375 | 60.0% | | David T. Shapiro | $500,000x | 65.30% | = | $163,250 | $96,428 | 69.3% |

  49. MIP Funding for Resort EBITDA

    | (1) Actual payout percentages are based upon the MIP funded amount and, for each NEO other than the CEO whose payout percentage equals the 65.30% funding level of the MIP, achievement of his or her individual performance objectives. In fiscal 2019, payout percentages were based upon the 65.30% funding level of the MIP and no adjustments were made based upon individual performance objectives. |

  50. MIP Funding for Resort EBITDA

    | (2) Pursuant to his employment agreement, Mr. Katz’s MIP award is paid 50% in cash and 50% in RSUs, which generally vest in equal installments over three years. |

  51. MIP Funding for Resort EBITDA

    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. In fiscal 2019, the Compensation Committee granted long-term equity incentive awards under the 2015 Plan, which was approved by our stockholders at the 2015 annual meeting. 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 2019, the Compensation Committee awarded each NEO an equity value based on individual achievements and performance. As described elsewhere in this CD&A, for fiscal 2019, 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 Premium SARs, however, as discussed above, upon the recommendation of Mr. Katz, the value of his long-term incentive award (RSUs and SARs) granted in September 2018 remained at the reduced amount of approximately $2 million. As in previous years, the long-term equity incentive awards granted to our NEOs in fiscal 2019 consisted of RSUs and SARs. In determining the mix of RSUs and SARs granted to each of our NEOs in fiscal 2019, the Compensation Committee considered that RSUs have a relatively greater retentive effect, but SARs have a relatively greater performance incentive impact. Accordingly, for fiscal 2019, the Compensation Committee awarded grants to the NEOs (other than the CEO) such that approximately 52% of the long-term equity incentive award value granted is attributed to RSUs and approximately 48% of the award value granted is attributed to SARs. For our CEO, approximately 57% of the long-term equity incentive award value granted is attributed to RSUs and approximately 43% of the award value granted is attributed to Premium SARs. To further promote retention, the RSUs and SARs granted in fiscal 2019 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 2019 are reported in the Summary Compensation Table and are further described in the Grants of Plan-Based Awards Table.

  52. Other Executive Compensation Policies and Practices

    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 paid based on financial statements that were subsequently restated. 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:

  53. Other Executive Compensation Policies and Practices

    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. 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 have met their required level of stock ownership. Policy Prohibiting Hedging and Pledging 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. The Insider Trading Compliance Program also prohibits directors and executive officers from pledging shares of the Company’s stock. Post-Termination Compensation Pursuant to his employment agreement, Mr. Katz is entitled to receive severance payments and continuation of certain benefits upon certain terminations of employment, including certain resignations for “good reason” (as defined in his agreement). Pursuant to the Company’s executive severance policy, Messrs. Barkin and Shapiro and Mmes. Campbell and Lynch are 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. Tax Deductibility of Executive Compensation On December 22, 2017, the U.S. Tax Cuts and Jobs Act (“Tax Reform”) was signed into law significantly impacting certain provisions of Section 162(m) of the Internal Revenue Code (the “Code”) beginning January 1, 2018. Before the passage of Tax Reform, the Code generally provided that (i) no federal income tax business expense deduction was 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), and (ii) compensation that was considered “performance-based compensation” (within the meaning of the Code) did not count towards the $1 million limit. Among other changes, under Tax Reform, the scope of covered employees was expanded to include the CFO and any other executive officer who is ever considered a covered employee after 2016. In addition, with some exceptions for certain legally-binding arrangements in effect on November 2, 2017, the exclusion for performance-based compensation is no longer applicable. While the Compensation Committee considers the impact of the tax treatment of executive compensation, 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.

  54. SUMMARY COMPENSATION TABLE FOR FISCAL 2019

    SUMMARY COMPENSATION TABLE FOR FISCAL 2019 The following table summarizes the total compensation paid or earned by the NEOs for each of the last three fiscal years during which the officer was a NEO:

  55. SUMMARY COMPENSATION TABLE FOR FISCAL 2019

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option/Share Appreciation Right Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($) | All Other Compensation ($)(5) | Total ($) | | Robert A. Katz | 2019 | 961,896 | — | 1,315,920(6) | 999,961 | 316,115(9) | — | 30,804 | 3,624,696 | | Chairman and Chief Executive Officer | 2018 | 929,367 | — | 1,209,885(7) | 999,945 | 210,009(9) | — | 29,192 | 3,378,398 | | | 2017 | 899,115 | — | 2,448,940(8) | 2,025,085 | 423,890(9) | — | 31,597 | 5,828,627 | | Michael Z. Barkin | 2019 | 540,385 | — | 774,808 | 724,976 | 269,363 | — | 9,321 | 2,318,853 | | Executive Vice President and Chief Financial Officer | 2018 | 490,385 | — | 616,486 | 616,634 | 168,375 | — | 9,032 | 1,900,912 | | | 2017 | 442,569 | — | 466,368 | 466,474 | 295,470 | — | 8,840 | 1,679,721 | | Patricia A. Campbell | 2019 | 540,385 | — | 774,808 | 724,976 | 269,363 | — | 11,116 | 2,320,648 | | President - Mountain Division | 2018 | 490,385 | — | 549,857 | 549,930 | 168,375 | — | 12,005 | 1,770,552 | | | 2017 | 440,769 | — | 399,963 | 399,973 | 295,470 | — | 12,639 | 1,548,814 | | Kirsten A. Lynch | 2019 | 540,385 | — | 774,808 | 724,976 | 269,363 | — | 11,099 | 2,320,631 | | Executive Vice President and Chief Marketing Officer | 2018 | 490,385 | — | 549,857 | 549,930 | 168,375 | — | 10,949 | 1,769,496 | | | 2017 | 442,569 | — | 399,963 | 399,973 | 295,470 | — | 11,021 | 1,548,996 | | David T. Shapiro | 2019 | 486,447 | — | 549,812 | 499,977 | 163,250 | — | 14,237 | 1,713,723 | | Executive Vice President, General Counsel and Secretary | 2018 | 426,732 | — | 349,967 | 349,977 | 96,428 | — | 23,078 | 1,246,182 | | | 2017 | 408,990 | — | 274,974 | 274,961 | 194,635 | — | 26,709 | 1,180,269 |

  56. SUMMARY COMPENSATION TABLE FOR FISCAL 2019

    | (1) Amounts shown reflect salary earned during the fiscal year, which differ from base salaries in that year based in part on the timing of previous year annual adjustments, mid-year promotions, service period and other adjustments in any given year. |

  57. SUMMARY COMPENSATION TABLE FOR FISCAL 2019

    | (2) Awards consist of RSUs. The amounts represent the aggregate grant date fair value of RSUs granted during the applicable fiscal year computed in accordance with FASB ASC Topic 718, and do not represent cash payments made to individuals or amounts realized, or amounts that may be realized. Assumptions used in the calculation of these amounts are included in note 15 to our audited financial statements for fiscal 2019, which are included in our Annual Report. |

  58. SUMMARY COMPENSATION TABLE FOR FISCAL 2019

    | (3) Awards consist of SARs. The amounts represent the aggregate grant date fair value of SARs granted during the applicable fiscal year computed in accordance with FASB ASC Topic 718, and do not represent cash payments made to individuals or amounts realized, or amounts that may be realized. Assumptions used in the calculation of these amounts are included in note 15 to our audited financial statements for fiscal 2019, which are included in our Annual Report. |

  59. SUMMARY COMPENSATION TABLE FOR FISCAL 2019

    | (4) In September 2019, pursuant to the MIP, as more fully described in the CD&A and based upon the attainment of performance targets previously established by the Compensation Committee under the MIP, the Compensation Committee approved fiscal 2019 cash MIP awards for the NEOs. Such amounts were paid in October 2019. |

  60. SUMMARY COMPENSATION TABLE FOR FISCAL 2019

    | (5) All other compensation for fiscal 2019 includes the following: |

  61. SUMMARY COMPENSATION TABLE FOR FISCAL 2019

    | Name | Fiscal Year | Company Contributions Under 401(k) Savings Plan ($)(a) | Company-paid Supplemental Life Insurance Premiums ($)(b) | Company-paid Supplemental Disability Insurance Premiums ($)(c) | Company-paid Lodging, Ski School Privileges and Discretionary Spending on Goods and Services ($)(d) | Total ($) | | Robert A. Katz | 2019 | 8,250 | 7,014 | 1,824 | 13,716 | 30,804 | | Michael Z. Barkin | 2019 | 7,231 | 619 | 1,471 | — | 9,321 | | Patricia A. Campbell | 2019 | 5,592 | 619 | 4,905 | — | 11,116 | | Kirsten A. Lynch | 2019 | 8,400 | 619 | 2,080 | — | 11,099 | | David T. Shapiro | 2019 | 9,216 | 619 | 4,402 | — | 14,237 |

  62. SUMMARY COMPENSATION TABLE FOR FISCAL 2019

    | (a) Consists of Company contributions to the NEO’s accounts in the Company’s tax-qualified 401(k) plan. |

  63. SUMMARY COMPENSATION TABLE FOR FISCAL 2019

    | (b) Consists of premiums paid on behalf of the NEO for supplemental life insurance. |

  64. SUMMARY COMPENSATION TABLE FOR FISCAL 2019

    | (c) Consists of premiums paid on behalf of the NEO for supplemental disability insurance. |

  65. SUMMARY COMPENSATION TABLE FOR FISCAL 2019

    | (d) In fiscal 2019, our NEOs were entitled to participate in our Perquisite Fund Program, under which certain of the Company’s officers receive an annual allowance based on officer level to be used at the Company’s resorts. For fiscal 2019, annual allowances for NEOs were as follows: CEO—$70,000; President—$40,000; and Executive Vice President—$30,000. Executives may draw against the account to pay for services or goods at the market rate. Amounts of the fund used by the NEO are taxed as ordinary income, like other compensation. The amounts reported include the amounts used by the NEO towards lodging, ski school privileges and discretionary spending on services or goods at our properties for personal use. 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 providing these benefits, and perquisites and personal benefits are not reported for any NEO for whom such amounts were less than $10,000 in the aggregate for the fiscal year. In fiscal 2019, the Company also provided to each NEO benefits relating to the use of one or more of our private clubs, for which the Company incurred no incremental costs. NEOs are responsible for the payment of their individual, non-business related expenditures incurred at such clubs, although these expenses would qualify for reimbursement under the Perquisite Fund Program if within the NEO’s allowance under that program. |

  66. SUMMARY COMPENSATION TABLE FOR FISCAL 2019

    | (6) The amount shown in the “Stock Awards” column for fiscal 2019 includes $316,115 for 50% payment of Mr. Katz’s total MIP award and $999,805 as part of his long-term equity incentive award, which represent the aggregate grant date fair value of RSUs, based on the 1,456 and 3,706 RSUs granted on September 25, 2019 and September 27, 2018, respectively. Mr. Katz’s MIP award is paid 50% in cash and 50% in RSUs that vest annually over a three year period. |

  67. SUMMARY COMPENSATION TABLE FOR FISCAL 2019

    | (7) The amount shown in the “Stock Awards” column for fiscal 2018 includes $210,009 for 50% payment of Mr. Katz’s total MIP award and $999,876 as part of his long-term equity incentive award, which represent the aggregate grant date fair value of RSUs, based on the 778 and 4,637 RSUs granted on September 27, 2018 and September 27, 2017, respectively. Mr. Katz’s MIP award is paid 50% in cash and 50% in RSUs that vest annually over a three year period. |

  68. SUMMARY COMPENSATION TABLE FOR FISCAL 2019

    | (8) The amount shown in the “Stock Awards” column for fiscal 2017 includes $423,890 for 50% payment of Mr. Katz’s total MIP award and $2,025,050 as part of his long-term equity incentive award, which represent the aggregate grant date fair value of RSUs, based on the 1,965 and 13,204 RSUs granted on September 27, 2017 and September 23, 2016, respectively. Mr. Katz’s MIP award is paid 50% in cash and 50% in RSUs that vest annually over a three year period. |

  69. SUMMARY COMPENSATION TABLE FOR FISCAL 2019

    | (9) Mr. Katz’s MIP award is paid 50% in cash and 50% in RSUs that vest annually over a three year period. The amounts reported in the “Non-Equity Incentive Plan Compensation” column for fiscal 2019, 2018 and 2017 reflect only the cash amount paid to Mr. Katz for 50% of Mr. Katz’s total MIP award for the applicable fiscal year. |

  70. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2019

    GRANTS OF PLAN-BASED AWARDS IN FISCAL 2019 The following table shows certain information regarding grants of plan-based awards to the NEOs during fiscal 2019:

  71. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2019

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units(#) | All Other Option/SAR Awards: Number of Securities Underlying Options/SARs (#)(5) | Exercise or Base Price of Option/ SAR Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards($)(6) | | Name | Grant Date | Threshold ($)(2) | Target ($)(3) | Maximum ($)(4) | | | | | | Robert A. Katz | | — | 968,192 | 1,936,384 | — | — | — | — | | | 9/27/2018 | | | | 3,706(7) | | n/a | 999,805 | | | 9/27/2018 | | | | 778(7) | | n/a | 209,889 | | | 9/27/2018 | | | | | 11,727 | 357.66 | 999,961 | | Michael Z. Barkin | | — | 412,500 | 1,072,500 | — | — | — | — | | | 9/27/2018 | | | | 2,872(7) | | n/a | 774,808 | | | 9/27/2018 | | | | | 7,137 | 286.13 | 724,976 | | Patricia A. Campbell | | — | 412,500 | 1,072,500 | — | — | — | — | | | 9/27/2018 | | | | 2,872(7) | | n/a | 774,808 | | | 9/27/2018 | | | | | 7,137 | 286.13 | 724,976 | | Kirsten A. Lynch | | — | 412,500 | 1,072,500 | — | — | — | — | | | 9/27/2018 | | | | 2,872(7) | | n/a | 774,808 | | | 9/27/2018 | | | | | 7,137 | 286.13 | 724,976 | | David T. Shapiro | | — | 250,000 | 650,000 | — | — | — | — | | | 9/27/2018 | | | | 2,038(7) | | n/a | 549,812 | | | 9/27/2018 | | | | | 4,922 | 286.13 | 499,977 |

  72. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2019

    | (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 2019, 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. |

  73. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2019

    | (2) The Threshold amount is based on the MIP’s minimum target funding level based upon no achievement of Resort EBITDA targets for fiscal 2019, 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). |

  74. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2019

    | (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 for fiscal 2019, 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). |

  75. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2019

    | (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 for fiscal 2019, 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). |

  76. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2019

    | (5) 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 the SARs award value granted to Mr. Katz on September 27, 2018, 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 2015 Plan. |

  77. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2019

    | (6) 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 15 to our audited financial statements for fiscal 2019, which are included in our Annual Report. |

  78. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2019

    | (7) 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 2015 Plan. In the case of Mr. Katz, the number of shares includes 778 RSUs for 50% payment of Mr. Katz’s total MIP award for fiscal 2018 and 3,706 RSUs as part of his long-term equity incentive award for fiscal 2019. |

  79. OUTSTANDING EQUITY AWARDS AT FISCAL 2019 YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL 2019 YEAR-END The following table shows certain information regarding outstanding equity awards held by the NEOs as of July 31, 2019:

  80. OUTSTANDING EQUITY AWARDS AT FISCAL 2019 YEAR-END

    | | 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 | 142,384 (SARs) | | 49.56 | 9/20/2021 | | | | | 100,583 (SARs) | | 54.07 | 9/21/2022 | | | | | 100,583 (SARs) | | 67.59 | 9/21/2022 | | | | | 81,340 (SARs) | | 68.98 | 9/26/2023 | | | | | 81,340 (SARs) | | 86.23 | 9/26/2023 | | | | | 21,611 (SARs) | | 87.18 | 9/23/2024 | | | | | 49,063 (SARs) | | 108.98 | 9/23/2024 | | | | | 18,527 (SARs) | | 107.42 | 9/25/2025 | | | | | 42,385 (SARs) | | 134.28 | 9/25/2025 | | | | | 30,352 (SARs) | 15,176 (SARs) | 200.70 | 9/23/2026 | | | | | 4,938 (SARs) | 9,876 (SARs) | 285.05 | 9/27/2027 | | | | | | 11,727 (SARs) | 357.66 | 9/27/2028 | | | | | | | | | 5,861 | 1,444,854 | | | | | | | 4,401 | 1,084,935 | | | | | | | 4,484 | 1,105,396 | | Michael Z. Barkin | 10,860 (SARs) | | 87.18 | 9/23/2024 | | | | | 13,169 (SARs) | | 107.42 | 9/25/2025 | | | | | 5,799 (SARs) | 2,899 (SARs) | 160.56 | 9/23/2026 | | | | | 2,561 (SARs) | 5,121 (SARs) | 228.04 | 9/27/2027 | | | | | | 7,137 (SARs) | 286.13 | 9/27/2028 | | | | | | | | | 1,014 | 249,971 | | | | | | | 1,906 | 469,867 | | | | | | | 2,872 | 708,005 | | Patricia A. Campbell | 1,755 (SARs) | | 41.43 | 4/15/2022 | | | | | 10,843 (SARs) | | 54.07 | 9/21/2022 | | | | | 11,002 (SARs) | | 68.98 | 9/26/2023 | | | | | 9,271 (SARs) | | 87.18 | 9/23/2024 | | | | | 12,723 (SARs) | | 107.42 | 9/25/2025 | | | | | 4,972 (SARs) | 2,486 (SARs) | 160.56 | 9/23/2026 | | | | | 2,284 (SARs) | 4,567 (SARs) | 228.04 | 9/27/2027 | | | | | | 7,137 (SARs) | 286.13 | 9/27/2028 | | | | | | | | | 869 | 214,226 | | | | | | | 1,700 | 419,084 | | | | | | | 2,872 | 708,005 | | Kirsten A. Lynch | 2,800 (SARs) | | 46.75 | 7/5/2021 | | | | | 13,599 (SARs) | | 54.07 | 9/21/2022 | | | | | 14,166 (SARs) | | 68.98 | 9/26/2023 | | | | | 15,360 (SARs) | | 87.18 | 9/23/2024 | | | | | 13,169 (SARs) | | 107.42 | 9/25/2025 | | | | | 4,972 (SARs) | 2,486 (SARs) | 160.56 | 9/23/2026 | | | | | 2,284 (SARs) | 4,567 (SARs) | 228.04 | 9/27/2027 | | | | | | 7,137 (SARs) | 286.13 | 9/27/2028 | | | | | | | | | 869 | 214,226 | | | | | | | 1,700 | 419,084 | | | | | | | 2,872 | 708,005 | | David T. Shapiro | 1,539 (SARs) | | 109.69 | 8/1/2025 | | | | | 9,940 (SARs) | | 107.42 | 9/25/2025 | | | | | 3,418 (SARs) | 1,709 (SARs) | 160.56 | 9/23/2026 | | | | | 1,454 (SARs) | 2,906 (SARs) | 228.04 | 9/27/2027 | | | | | | 4,922 (SARs) | 286.13 | 9/27/2028 | | | | | | | | | 598 | 147,419 | | | | | | | 1,082 | 266,735 | | | | | | | 2,038 | 502,408 |

  81. OUTSTANDING EQUITY AWARDS AT FISCAL 2019 YEAR-END

    | (1) Represents exercisable or unexercisable SARs that vest in three equal annual installments beginning on the first anniversary of the date of grant. Upon the exercise of a SAR, the actual number of shares the Company will issue to the NEO is equal to 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. |

  82. OUTSTANDING EQUITY AWARDS AT FISCAL 2019 YEAR-END

    | (2) The grant dates and vesting dates of each unexercisable SAR award as of July 31, 2019 are as follows: |

  83. OUTSTANDING EQUITY AWARDS AT FISCAL 2019 YEAR-END

    | | Number of Unexercisable SARs | Grant Date | Vesting Schedule of Original Total Grant | Vesting Date (date award is vested in full) | | Robert A. Katz | 15,176 | September 23, 2016 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 23, 2019 | | | 9,876 | September 27, 2017 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 27, 2020 | | | 11,727 | September 27, 2018 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 27, 2021 | | Michael Z. Barkin | 2,899 | September 23, 2016 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 23, 2019 | | | 5,121 | September 27, 2017 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 27, 2020 | | | 7,137 | September 27, 2018 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 27, 2021 | | Patricia A. Campbell | 2,486 | September 23, 2016 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 23, 2019 | | | 4,567 | September 27, 2017 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 27, 2020 | | | 7,137 | September 27, 2018 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 27, 2021 | | Kirsten A. Lynch | 2,486 | September 23, 2016 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 23, 2019 | | | 4,567 | September 27, 2017 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 27, 2020 | | | 7,137 | September 27, 2018 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 27, 2021 | | David T. Shapiro | 1,709 | September 23, 2016 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 23, 2019 | | | 2,906 | September 27, 2017 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 27, 2020 | | | 4,922 | September 27, 2018 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 27, 2021 |

  84. OUTSTANDING EQUITY AWARDS AT FISCAL 2019 YEAR-END

    | (3) The exercise price of each SAR is equal to the closing price of our common stock on the date of grant, except for the Premium SARs granted to Mr. Katz with exercise prices of $49.56, $67.59, $86.23, $108.98, $134.28 and $200.70, $285.05 and $357.66, which are equal to 125% of the closing price of our common stock on the date of grant. |

  85. OUTSTANDING EQUITY AWARDS AT FISCAL 2019 YEAR-END

    | (4) Represents unvested RSUs that, unless otherwise specifically noted in footnote 5 below, vest in three equal annual installments beginning on the first anniversary of the date of grant. |

  86. OUTSTANDING EQUITY AWARDS AT FISCAL 2019 YEAR-END

    | (5) The grant dates and vesting dates of RSUs that have not vested as of July 31, 2019 are as follows: |

  87. OUTSTANDING EQUITY AWARDS AT FISCAL 2019 YEAR-END

    | | Number of Unvested RSUs | Grant Date | Vesting Schedule of Original Total Grant | Vesting Date (date award is vested in full) | | Robert A. Katz | 5,861 | September 23, 2016 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 23, 2019 | | | 4,401 | September 27, 2017 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 27, 2020 | | | 4,484 | September 27, 2018 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 27, 2021 | | Michael Z. Barkin | 1,014 | September 23, 2016 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 23, 2019 | | | 1,906 | September 27, 2017 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 27, 2020 | | | 2,872 | September 27, 2018 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 27, 2021 | | Patricia A. Campbell | 869 | September 23, 2016 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 23, 2019 | | | 1,700 | September 27, 2017 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 27, 2020 | | | 2,872 | September 27, 2018 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 27, 2021 | | Kirsten A. Lynch | 869 | September 23, 2016 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 23, 2019 | | | 1,700 | September 27, 2017 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 27, 2020 | | | 2,872 | September 27, 2018 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 27, 2021 | | David T. Shapiro | 598 | September 23, 2016 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 23, 2019 | | | 1,082 | September 27, 2017 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 27, 2020 | | | 2,038 | September 27, 2018 | Equal annual installments over a three-year period beginning on anniversary of the date of grant. | September 27, 2021 |

  88. OUTSTANDING EQUITY AWARDS AT FISCAL 2019 YEAR-END

    | (6) The fair market value of these unvested RSU awards was determined based on the closing price of our common stock of $246.52 per share on July 31, 2019, multiplied by the number of units. |

  89. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2019

    OPTION EXERCISES AND STOCK VESTED IN FISCAL 2019 The following table shows for fiscal 2019 certain information regarding SAR exercises and stock vested during the last fiscal year with respect to the NEOs:

  90. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2019

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise(#)(1) | Value Realized on Exercise($)(2) | Number of Shares Acquired on Vesting(#)(1) | Value Realized on Vesting($)(4) | | Robert A. Katz | 142,384 | 27,890,178(3) | 15,579 | 4,456,325 | | Michael Z. Barkin | — | — | 2,596 | 740,655 | | Patricia A. Campbell | 29,265 | 5,766,917 | 6,287 | 1,767,857 | | Kirsten A. Lynch | 19,048 | 4,305,038 | 6,394 | 1,839,505 | | David T. Shapiro | — | — | 6,641 | 1,862,136 |

  91. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2019

    | (1) Represents the aggregate number of shares acquired on vesting or exercise, as applicable. The amounts shown do not reflect amounts withheld by the Company to satisfy tax withholding requirements or to satisfy the exercise price. |

  92. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2019

    | (2) The aggregate dollar value realized upon the exercise of options/SARs was computed by multiplying the difference between the closing price of the Company’s common stock on the exercise date and the exercise price for the award by the number of awards exercised. |

  93. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2019

    | (3) As stated in the Company’s press release dated June 11, 2019, during fiscal 2019, Mr. Katz exercised various SAR awards that were approaching their 10-year expiration date and donated both shares and proceeds received from the sale of shares to his family charitable foundation and donor advised charitable fund, which amount represented the full after-tax proceeds Mr. Katz received from such exercises. |

  94. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2019

    | (4) The aggregate dollar value realized on the vesting of RSUs was computed by multiplying the closing price of the Company’s common stock on the vesting date by the number of shares vested. |

  95. PENSION BENEFITS

    PENSION BENEFITS The Company does not provide pension benefits or a defined contribution plan to the NEOs other than the Company’s tax-qualified 401(k) plan.

  96. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2019

    NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2019 The following table shows for fiscal 2019 certain information regarding nonqualified deferred compensation benefits for the NEOs:

  97. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2019

    | 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 | — | — | — | — | — | | Patricia A. Campbell | — | — | 457 | — | 6,667 | | Kirsten A. Lynch | — | — | — | — | — | | David T. Shapiro | — | — | — | — | — |

  98. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2019

    | (1) Represents amount deferred during fiscal 2019, if any, which is reported as compensation to the NEO in the Summary Compensation Table. Although no amounts were deferred during fiscal 2019 for any NEO, Ms. Campbell made contributions prior to fiscal 2019. |

  99. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2019

    | (2) None of the amounts set forth are reported in the Summary Compensation Table because above-market or preferential earnings are not available under the plan. |

  100. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2019

    | (3) This amount reflects actual amounts reported and does not include accumulated earnings or withdrawals or distributions. |

  101. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2019

    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 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, 2019 was 4.32%. The rate of return of the S&P 500 for that same period was 7.99%. 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. The Plan does not provide for the payment of interest based on above-market rates.

  102. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL The employment agreement with Mr. Katz and the Company’s executive severance policy, which applies to Messrs. Barkin and Shapiro and Mmes. Campbell and Lynch, require us to provide certain compensation in the event of certain terminations of employment or upon a change in control of the Company. The employment agreement with Mr. Katz 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 equity award agreements used with all of our employees provide for the full acceleration of vesting of outstanding SARs, restricted stock and RSUs upon a change in control of the Company. In accordance with the employment agreement with Mr. Katz, if he breaches the post-employment non-competition or non-solicitation covenants to which he is subject under his employment agreement, then he must promptly reimburse the Company for any severance payments received from, or payable by, the Company. The amounts shown in the tables below are estimates of the value of the payments and benefits each of our NEOs 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, 2019. The actual compensation to be paid to a NEO can only be determined at the time such NEO’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.

  103. Robert A. Katz, Chairman and Chief Executive Officer

    | (1) Assumes the following: (a) base salary equal to $968,192 is in effect as of the assumed termination or change in control date of July 31, 2019; (b) executive’s unvested RSUs and SARs at July 31, 2019 would be subject to accelerated vesting on that date (when the closing price per share of our common stock was $246.52); and (c) all Company targets under the MIP are met and executive’s pro rata MIP award payable as of the termination date is the target amount indicated under Non-Equity Incentive Plan Awards in the Grants of Plan-Based Awards Table above. |

  104. Michael Z. Barkin, Executive Vice President and Chief Financial Officer

    | (1) Assumes the following: (a) base salary equal to $550,000 is in effect as of the assumed termination or change in control date of July 31, 2019; (b) executive’s unvested SARs and RSUs at July 31, 2019 would be subject to accelerated vesting on that date (when the closing price per share of our common stock was $246.52); and (c) MIP award payable under the executive severance policy upon a termination following a change in control is equal to the most recent MIP award paid to the executive. |

  105. Patricia A. Campbell, President - Mountain Division

    | (1) Assumes the following: (a) base salary equal to $550,000 is in effect as of the assumed termination or change in control date of July 31, 2019; (b) executive’s unvested SARs and RSUs at July 31, 2019 would be subject to accelerated vesting on that date (when the closing price per share of our common stock was $246.52); and (c) MIP award payable under the executive severance policy upon a termination following a change in control is equal to the most recent MIP award paid to the executive. |

  106. Kirsten A. Lynch, Executive Vice President and Chief Marketing Officer

    | (1) Assumes the following: (a) base salary equal to $550,000 is in effect as of the assumed termination or change in control date of July 31, 2019; (b) executive’s unvested SARs and RSUs at July 31, 2019 would be subject to accelerated vesting on that date (when the closing price per share of our common stock was $246.52); and (c) MIP award payable under the executive severance policy upon a termination following a change in control is equal to the most recent MIP award paid to the executive. |

  107. David T. Shapiro, Executive Vice President, General Counsel and Secretary

    | (1) Assumes the following: (a) base salary equal to $500,000 is in effect as of the assumed termination or change in control date of July 31, 2019; (b) executive’s unvested SARs and RSUs at July 31, 2019 would be subject to accelerated vesting on that date (when the closing price per share of our common stock was $246.52); and (c) MIP award payable under the executive severance policy upon a termination following a change in control is equal to the most recent MIP award paid to the executive. |

  108. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K (we refer to the statute and the regulation collectively as the “pay ratio rule”), we are providing the ratio of the annual total compensation of Mr. Katz, our Chief Executive Officer, to the annual total compensation of our median employee. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with the pay ratio rule. To calculate the pay ratio, we determined our median employee as of July 31, 2019, which is the last day of our fiscal 2019. On July 31, 2019, we had 17,553 employees, 6,893 of which were year-round employees and 10,660 of which were seasonal employees. To identify the “median employee” for the purposes of this disclosure, we analyzed, for all of the individuals employed by us as of July 31, 2019, or as of June 30, 2019 in the case of Australian employees, the compensation that we paid to each of those individuals for the 12-month period ending on that date. We considered each employee’s “compensation” to consist of (i) the employee’s total gross earnings for a 12-month period ending on July 31, 2019 or June 30, 2019 (in the case of Australia), plus (ii) the estimated amount of the Company’s contributions for that period to the retirement plans in which the employee participates based upon the employee’s deferral elections on the date identified. For our Canadian employees, the rate of pay was converted to U.S. Dollars using a conversion rate US$1.0000 to CAD$0.7580. For our Australian employees, the rate of pay was converted to U.S. Dollars using a conversion rate of US$1.0000 to AUS$0.6844. No cost-of-living adjustments were made. Total Annual Compensation of our CEO in fiscal 2019 was $3,624,696 and was based on the compensation reportable in the Summary Compensation Table according to applicable instructions and interpretations. When compared to the total annual compensation for our median employee of $14,884, this results in a pay ratio of 244:1. The nature of our operations requires the use of many seasonal and part-time employees who do not work year round, and accordingly, we are providing a supplemental disclosure annualizing the compensation of such employees. To identify the “median employee” for purposes of this supplemental disclosure, we analyzed, for all of the individuals employed by use as of July 31, 2019, or as of June 30, 2019 in the case of Australian employees, the compensation that we paid to each of those individuals for the 12-month period ending on that date. We considered each employee’s “compensation” to consist of (i) the employee’s total gross earnings for the 12-month period ending July 31, 2019 or June 30, 2019 (in the case of Australia), plus (ii) the estimated amount of the Company’s contributions for that period to the retirement plans in which the employee participates. The compensation for seasonal or part-time employees who were not employed by us for the entire 12-month period was annualized to reflect compensation for a comparable period (or 2,080 hours worked during the year). The same Canadian and Australian dollar currency conversion rates as stated above were used for this supplemental disclosure. No cost-of-living adjustments were made. Using the total annual compensation of our CEO in fiscal 2019 of $3,624,696 as presented in the Summary Compensation Table, when compared to the total annualized compensation for our median employee as of July 31, 2019 of $35,623, the results in a pay ratio of 102:1.

  109. Pay Ratio Disclosure

    | PROPOSAL 2. RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |

  110. Proposal 1—Election of Directors

    Proposal 1—Election of Directors In the election of directors named in this proxy statement, you may vote “FOR” one or more of the nominees or your vote may be “AGAINST” one or more of the nominees. Alternatively, you may vote “ABSTAIN” with respect to one or more nominees. You may not cumulate your votes for the election of directors. To be elected, each director nominee requires a majority of the votes cast for his or her election, which means that each director nominee must receive more votes cast “FOR” than “AGAINST” that director nominee. Abstentions are not treated as voting on this proposal. If stockholders do not elect a nominee who is already serving as a director, Delaware law provides that the director would continue to serve on the Board as a “holdover director,” rather than causing a vacancy, until a successor is duly elected or until the director resigns. Under our Corporate Governance Guidelines and as permitted by our Bylaws, each director has submitted an advance, contingent resignation that the Board may accept if stockholders do not elect the director. In that situation, our Nominating & Governance Committee would make a recommendation to the Board about whether to accept or reject the resignation, or whether to take other action. The Board will promptly publicly disclose its decision regarding the director’s resignation.