DEF 14A of Vail Resorts Inc, Oct 23, 2024

DEF 14A of Vail Resorts Inc

Filed Oct 23, 2024 · FY20240000812011-24-000183

Open on EDGAR

  1. Director Nominees (page 11)

    Director Nominees (page 11) The following table provides summary information about each director nominee. Each director stands for election annually. Detailed information about each director nominee’s background, skill set, and areas of experience can be found beginning on page 11.

  2. Director Nominees (page 11)

    | | | | | | Committee Memberships | | | | | Director Nominee | | Director Since | Primary Occupation and Experience | Independent | Audit | Comp | N&G | Exec | | | Reginald Chambers | 2024 | Executive Vice President and Chief Transformation Officer, Teachers Insurance and Annuity Association of America | Yes | F | | | | | | | | | | | | | | | | Susan L. Decker | 2015 | CEO and Co-Founder of Raftr and Principal of Deck3 Ventures LLC | Yes | | ■ | | | | | | | | | | | | | | | Robert A. Katz | 1996 | Executive Chairperson of the Board and former CEO, Vail Resorts, Inc. | No | | | | ■ | | | | | | | | | | | | | Iris Knobloch | 2024 | President, Cannes Film Festival | Yes | | ■ | | | | | | | | | | | | | | | Kirsten A. Lynch | 2021 | CEO, Vail Resorts, Inc. | No | | | | ■ | | | | | | | | | | | | | Nadia N. Rawlinson | 2019 | Co-Owner and Operating Chairman, WNBA Chicago Sky | Yes | | Chair | | | | | | | | | | | | | | | John Redmond | 2008 | Former CEO, Allegiant Travel Company | Yes | F | | | | | | | | | | | | | | | | Michele Romanow | 2016 | Co-Founder and Executive Chairman, Clearco | Yes | | ■ | | | | | | | | | | | | | | | Hilary Schneider | 2010 | Strategic Advisor to the Board, Shutterfly, LLC | Yes | | ■ | | | | | | | | | | | | | | | D. Bruce Sewell♦ | 2013 | Former SVP, General Counsel and Secretary, Apple Inc. | Yes | F | | ■ | ■ | | | | | | | | | | | | | John F. Sorte | 1993 | Executive Chairman of Morgan Joseph TriArtisan Group, Inc. | Yes | Chair F | | ■ | ■ | | | | | | | | | | | | | Peter A. Vaughn | 2013 | Founding and Managing Director, Vaughn Advisory Group, LLC | Yes | ■ | | Chair | | | | | | | | | | | | | Fiscal 2024 Meetings: | | | | | 4 | 3 | 1 | 1 |

  3. Director Nominees (page 11)

    | Audit – Audit Committee | Comp – Compensation Committee | N&G – Nominating & Governance Committee | Exec – Executive Committee | F – Audit Committee Financial Expert | ♦ – Lead Independent Director |

  4. Director Nominees (page 11)

    The Board held four meetings during fiscal 2024. Each of our then-serving directors attended at least 75% of the meetings held by the Board and Board committees on which he or she served during the fiscal year.

  5. Director Nominees (page 11)

    | 6 | 2024 Proxy Statement | |

  6. Director Nominees (page 11)

    | Table of Contents | PROXY SUMMARY |

  7. Election of Directors (Proposal No. 1)

    Election of Directors (Proposal No. 1) We are asking stockholders to elect each of our nominees for the Board named in this proxy statement. Our nominees are: Reginald Chambers, Susan L. Decker, Robert A. Katz, Iris Knobloch, Kirsten A. Lynch, Nadia N. Rawlinson, John Redmond, Michele Romanow, Hilary Schneider, D. Bruce Sewell, John F. Sorte, and Peter A. Vaughn. If elected, each director nominee will serve as a director for a one-year term that expires in at the 2025 Annual Meeting of Stockholders.

  8. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS At the annual meeting, twelve directors will be nominated for election to the Board to serve for the next year and until their respective successors are elected and qualified. The nominees are Mses. Decker, Knobloch, Lynch, Rawlinson, Romanow, and Schneider, and Messrs. Chambers, Katz, Redmond, Sewell, Sorte, and Vaughn. Each of the nominees is currently a director of the Company and all nominees were previously elected by stockholders, except for Ms. Knobloch, who joined the Board on February 6, 2024, and Mr. Chambers, who joined the Board on March 11, 2024. Ms. Knobloch and Mr. Chambers were identified to be directors of the Company by a search firm hired by the Nominating & Governance Committee, and after a thorough review and interview process conducted by such committee, were appointed to be directors of the Company. The persons named as proxies in the accompanying proxy, who have been designated by the Board, intend to vote, unless otherwise instructed in such proxy, “FOR” the election of Mses. Decker, Knobloch, Lynch, Rawlinson, Romanow, and Schneider, and Messrs. Chambers, Katz, Redmond, Sewell, Sorte, and Vaughn as directors. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee, if any, proposed by the Board. Each person nominated for election has agreed to serve if elected. Our Board has no reason to believe that any nominee will be unable to serve. The proxies solicited by this proxy statement may not be voted for more than twelve nominees.

  9. Information with Respect to Nominees

    Information with Respect to Nominees The Nominating & Governance Committee is committed to maintaining a diverse and independent Board that reflects a broad mix of skills, knowledge, perspective, leadership, age, experience, and diversity among directors in order to ensure that the Board has the ability to perform its oversight function effectively, which we believe enhances oversight abilities of the Company's strategy and operations. 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. Many factors are considered by the Nominating & Governance Committee 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 highly-qualified 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 recognizes that diversity in gender, race, ethnicity, and professional experience enhances the Board’s ability to provide comprehensive oversight and the Nominating & Governance Committee assesses the effectiveness of its efforts at achieving a diverse Board when it annually evaluates the Board’s composition. The Nominating & Governance Committee considers the following specific characteristics in making its nominations for our Board: independence, wisdom, integrity, understanding and general acceptance of the Company’s corporate philosophy, business or professional knowledge and experience that can bear on the Company’s and the Board’s challenges and deliberations, proven record of accomplishment with excellent organizations, inquiring mind, willingness to speak one’s mind, ability to challenge and stimulate management, future orientation, willingness to commit time and energy, diversity, and international/global experience. The Nominating & Governance Committee believes it is important to use a broad range of practices to ensure effective board composition and refreshment, with a balance between short-, medium-, and long-tenured directors. The Nominating & Governance Committee nominates new directors from time to time so the Board reflects a broad mix of skills, knowledge, perspective, leadership, age, experience, and diversity among directors in order to ensure that the Board has the ability to perform its oversight function effectively, which we believe enhances oversight abilities of the Company's strategy and operations. The Nominating & Governance Committee does not believe there is a direct correlation between a director's age

  10. Information with Respect to Nominees

    | | 2024 Proxy Statement | 11 |

  11. Information with Respect to Nominees

    | PROPOSAL 1 | Table of Contents |

  12. Information with Respect to Nominees

    and their ability to contribute effectively to the Board. As such, after reviewing evolving views on board composition and refreshment, and considering input from shareholders, the Board removed the director retirement age from our Corporate Governance Guidelines in 2024. We were pleased to welcome Iris Knobloch and Reginald Chambers to serve on our Board in 2024. Ms. Knobloch's extensive experience in Europe adds global business expertise to our Board, which is important to our international expansion strategy. Mr. Chambers joined us with a proven track record of driving strong financial performance and business transformation. His extensive financial acumen provides valuable insights as we continue to drive the Company's strategic initiatives. These additions to our Board underscore our commitment to aligning board skills and experiences with our strategic priorities. At the annual meeting, director nominees will stand for election for one-year terms, expiring at the 2025 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.

  13. Information with Respect to Nominees

    | 12 | 2024 Proxy Statement | |

  14. Information with Respect to Nominees

    | Table of Contents | PROPOSAL 1 |

  15. Information with Respect to Nominees

    | Director Nominee | | | REGINALD CHAMBERS Executive Vice President and Chief Transformation Officer, Teachers Insurance and Annuity Association of America Independent Age: 48 Director Since: March 2024 Committees: Audit | Business Experience, Other Directorships and Qualifications Mr. Chambers is an Executive Vice President and the Chief Transformation Officer at the Teachers Insurance and Annuity Association of America ("TIAA"), a financial services organization and private provider of financial retirement services in the academic, research, medical, cultural, and governmental fields since September 2023. From May 2017 to September 2023, he held various senior executive roles at JPMorgan Chase & Co., a financial holding company that offers consumer and commercial banking, investment banking, financial transaction processing, and asset management solutions, including having been Head of Investor Relations for the firm and serving most recently as Chief Financial Officer and Head of Strategy for Commercial Baking. Prior to joining JPMorgan Chase, Mr. Chambers served in the Strategy and Corporate Finance practice at McKinsey & Company, a global management consulting firm, from 2013 to 2017. In 2011, Mr. Chambers was appointed by President Obama as a White House Fellow at the White House National Economic Council, a position he held until 2012. Before serving in the White House, Mr. Chambers was an investor with 3i Group plc, a multinational private equity and venture capital firm based in London, United Kingdom, from 2008 to 2011, serving as Head of North American Infrastructure; and Vice President in the Global Energy Group of the Investment Banking Division of Citigroup Inc., a diversified financial services holding company that provides a broad range of financial services to consumer and corporate customers, from 2006 to 2008. From 2001 to 2006, Mr. Chambers was a corporate lawyer first in Madrid, Spain, with Uria Menendez Abogados, S.L.P., an international Spanish law firm, from 2001 to 2002, and then with Simpson Thacher & Bartlett LLP, an international law firm headquartered in New York City, from 2002 to 2006. Mr. Chambers received his JD from Harvard Law School and an AB in Political Science, Spanish, and Markets & Management from Duke University. Key Skills and Qualifications: •Leadership and Finance experience—senior executive at a financial services organization and private provider of financial retirement services (TIAA); formerly held several senior executive roles at a diversified financial services company (JPMorgan Chase); former White House Fellow at the White House National Economic Council (White House); former Vice President at a diversified financial services holding company (Citigroup) •International experience—formerly an international corporate law associate in Madrid, Spain, with a large Spanish law firm (Uria Menendez Abogados); formerly in the Strategy and Corporate Finance practice at a global management consulting firm (McKinsey & Co.); former private equity investor at a multinational private equity and venture capital company headquartered in London, United Kingdom (3i Group plc); former attorney at an international law firm (Simpson Thacher & Bartlett LLP) |

  16. Information with Respect to Nominees

    | | 2024 Proxy Statement | 13 |

  17. Information with Respect to Nominees

    | PROPOSAL 1 | Table of Contents |

  18. Information with Respect to Nominees

    | Director Nominee | | | SUSAN L. DECKER CEO and Co-Founder, Raftr Independent Age: 61 Director Since: September 2015 Committees: Compensation Current Public Directorships: Berkshire Hathaway, Inc. Costco Wholesale Corporation | Business Experience, Other Directorships and Qualifications Ms. Decker is CEO and co-founder of Raftr, a Community Engagement Platform which was launched in 2021. 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 Inc. and Costco Wholesale Corporation and of private corporations Automattic, Chime Financial, and Vox Media, Inc. She previously served on the board of directors of Intel Corporation, Pixar, InterPrivate II Acquisition Corp., and Momentive Inc. (formerly SurveyMonkey). 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. Key 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 financial technology and mobile banking company (Chime); 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); former director of a cloud-based software as a service (SaaS) company (Momentive); CEO & co-founder of a community experience platform (Raftr) |

  19. Information with Respect to Nominees

    | 14 | 2024 Proxy Statement | |

  20. Information with Respect to Nominees

    | Table of Contents | PROPOSAL 1 |

  21. Information with Respect to Nominees

    | Director Nominee | | | ROBERT A. KATZ Executive Chairperson of the Board, Vail Resorts Inc., Since November 2021 Chairperson of the Board, Vail Resorts Inc., From March 2009 to November 2021 Age: 57 Director Since: June 1996 Committees: Executive Current Public Directorships: Yeti Holdings, Inc. | Business Experience, Other Directorships and Qualifications Mr. Katz is the Executive Chairperson of the Board of Vail Resorts. Mr. Katz served as Chairperson from March 2009 until November 2021, at which point he was appointed as Executive Chairperson. He previously served as Lead Director from June 2003 until his appointment as Chief Executive Officer in February 2006. Mr. Katz served as Chief Executive Officer until November 2021. Mr. Katz has served on the Board of Directors of Vail Resorts since 1996 and has been involved with the Company since 1991. Prior to becoming the Chief Executive Officer, he was associated with Apollo Management L.P., a private equity investment firm, since its founding in 1990. Mr. Katz and his wife are the founders and board members of the Katz Amsterdam Foundation, which works to address systemic injustice and racial and social disparities in mental health, reproductive health, and civic engagement. Mr. Katz currently serves on the board of directors of Yeti Holdings, Inc. and on the Wharton Leadership Advisory Board. He has previously served on numerous private, public and non-profit boards. Key Skills and Qualifications: •Leadership, Industry and Marketing experience—professional association with Vail Resorts began in 1991 and has been involved with all major strategic decisions for over three decades; CEO from February 2006 to November 2021 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—former CEO of large public company (Vail Resorts); former senior partner at large private equity investment firm (Apollo) |

  22. Information with Respect to Nominees

    | | 2024 Proxy Statement | 15 |

  23. Information with Respect to Nominees

    | PROPOSAL 1 | Table of Contents |

  24. Information with Respect to Nominees

    | Director Nominee | | | IRIS KNOBLOCH President, Cannes Film Festival Independent Age: 61 Director Since: February 2024 Committees: Compensation Current Public Directorships: Accor SA Deezer SA Lazard, Inc. | Business Experience, Other Directorships and Qualifications Ms. Knobloch has served as the President of the Cannes Film Festival, an annual film festival, since July 2022. From June 2021 to July 2022, Ms. Knobloch was the Chief Executive Officer and Chairwoman of I2PO SA, a special purpose acquisition company that merged with Deezer SA. Before joining I2PO, Ms. Knobloch was a senior executive with WarnerMedia, an American multinational media and entertainment conglomerate, and its predecessor companies from January 1996 to June 2021, serving most recently as President of WarnerMedia in Frane, Germany, the Benelux, Austria, and Switzerland. Previously, Ms. Knobloch was an attorney with the law firms of Norr, Stiefenhofer & Lutz and with O'Melveny & Myers in Munich, New York, and Los Angeles from 1992 until 1996. Ms. Knobloch has served as Chairwoman of the board of directors at Deezer SA, a French music worldwide streaming service, since July 2022; Vice Chairman and Lead Independent Director of the board of directors of Accor SA, a French multinational hospitality company, since April 2013; and a member of the board of directors of Lazard, Inc., a financial advisory and asset management firm, since April 2018. She was a member of the board of directors of LVMH Moet Hennessy Louis Vuitton SE, a French multinational holding company and conglomerate specializing in luxury goods, from April 2019 to July 2021 and Central European Media Enterprises Ltd, a media and entertainment company that operates television channels in central Europe, from April 2014 to June 2018. Ms. Knobloch served as a member of the supervisory board of Axel Springer SE, a German multinational media company, from April 2018 to December 2019. Ms. Knobloch received her JD from Ludwig-Maximilians-Universitaet and an LLM from New York University. Key Skills and Qualifications: •Leadership experience—President of an annual film festival (Cannes Film Festival); former Chief Executive Officer and Chairwoman of a special purpose acquisition company (I2PO); former senior executive with an American multinational media and entertainment conglomerate (WarnerMedia); director of Accor, Deezer, and Lazard; former director of LVMH Moet Hennessy Louis Vuitton, Axel Springer, and Central European Media Enterprises •Industry experience—former Chief Executive Officer and Chairwoman of a special purpose acquisition company dedicated to the entertainment and leisure industry (I2PO); director of a French multinational hospitality company that owns, manages, and franchises hotels, resorts, and vacation properties (Accor); former director of a French multinational holding company and conglomerate specializing in luxury goods (LVMH Moet Hennseey Louis Vuitton) •International experience—public company directorships with international operations (Accor, Deezer, Lazard, LVMH Moet Hennessy Louis Vuitton, and Central European Media Enterprises); senior leadership roles in France, Germany, the Benelux, Austria, and Switzerland (Cannes Film Festival, I2PO, and WarnerMedia) |

  25. Information with Respect to Nominees

    | 16 | 2024 Proxy Statement | |

  26. Information with Respect to Nominees

    | Table of Contents | PROPOSAL 1 |

  27. Information with Respect to Nominees

    | Director Nominee | | | KIRSTEN A. LYNCH Chief Executive Officer, Vail Resorts, Inc. Age: 56 Director Since: November 2021 Committees: Executive | Business Experience, Other Directorships and Qualifications Ms. Lynch has served as Chief Executive Officer and director of Vail Resorts since November 2021, and previously served for ten years as the as Executive Vice President and Chief Marketing Officer. From March 2018 to May 2022, Ms. Lynch served as a director of Stitch Fix, Inc., a publicly traded e-commerce company focused on personalized data-driven fashion. Prior to joining the Company in 2011, Ms. Lynch was with PepsiCo, Inc., where she was Chief Marketing Officer of the Quaker Foods and Snacks Division from 2009 to 2011, leading the brand marketing, consumer insights, and shopper marketing organization. Prior to PepsiCo, Kirsten worked for Kraft Foods for 12 years in various positions including Vice President of Marketing for Kraft Foods’ Cheese and Dairy Business Unit and Senior Marketing Director for Kraft Macaroni & Cheese. Ms. Lynch started her career with Ford Motor Company in marketing and sales. Key Skills and Qualifications: •Leadership experience—professional association with Vail Resorts began in 2011; CEO and director of Vail Resorts since November 2021; former executive vice president and Chief Marketing Officer of a large public company (Vail Resorts); former Chief Marketing Officer at multinational food and beverage corporation (PepsiCo); former vice president of marketing for large food manufacturing conglomerate (Kraft); former director at publicly traded e-commerce company (Stitch Fix) •Industry and Marketing experience—former Chief Marketing Officer at two major corporations leading brand marketing and consumer insights across the enterprises (Vail Resorts, PepsiCo); multiple marketing positions, including vice president, overseeing various product divisions (Kraft); marketing and sales at multinational automobile manufacturer (Ford) •Finance experience—current CEO of large public company (Vail Resorts) |

  28. Information with Respect to Nominees

    | | 2024 Proxy Statement | 17 |

  29. Information with Respect to Nominees

    | PROPOSAL 1 | Table of Contents |

  30. Information with Respect to Nominees

    | Director Nominee | | | NADIA N. RAWLINSON Co-Owner and Operating Chairman, WNBA Chicago Sky Independent Age: 45 Director Since: December 2019 Committees: Compensation (Chair) | Business Experience, Other Directorships and Qualifications Ms. Rawlinson is currently a co-owner and the Operating Chairman of the WNBA franchise Chicago Sky. In her capacity as Operating Chairman, Ms. Rawlinson leads the ownership group and oversees all business operations, strategy, and government relations. Additionally, Ms. Rawlinson is a Venture Advisor at GV, the venture capital arm of Alphabet Inc. With $8 billion under management, GV invests in early-stage consumer, life sciences, enterprise, and frontier technology companies. Before joining GV, she built a robust career in human resources and was the Chief People Officer of Slack Technologies, Inc., a leading channel-based messaging platform, where she was responsible for shaping the future of work and overseeing human resources strategy. From June 2016 to September 2020, she was the Chief Human Resources Officer at Live Nation Entertainment, leading HR for the company’s 35,000 full time and seasonal employees. Ms. Rawlinson also worked as the Chief Human Resources Officer at Rakuten Americas, part of Japan-based Rakuten Group, one of the largest Internet services companies in the world. Early in her career, she operated in both HR and Business leadership roles at Groupon, American Express, and Google. Ms. Rawlinson is currently a director at J.Crew Group, Inc. serving as a member of the compensation committee, and a board member of the international NGO Save the Children. Ms. Rawlinson currently serves on the Stanford University Board of Trustees. Ms. Rawlinson received her BA from Stanford University and MBA from Harvard Business School. Key Skills and Qualifications: •Leadership experience—former Chief People Officer of leading channel-based messaging platform (Slack); former Chief Human Resources Officer of a Fortune 500 live music entertainment company (Live Nation); former Chief Human Resources Officer of a large international Internet services company (Rakuten Americas); leadership positions at various technology and financial services companies (Groupon, American Express) •Industry and Technology experience—former Chief Human Resources Officer of large international e-commerce and software as a service (SaaS) technology companies (Rakuten Americas, Slack Technologies) •Finance experience—current Venture Adviser at GV |

  31. Information with Respect to Nominees

    | 18 | 2024 Proxy Statement | |

  32. Information with Respect to Nominees

    | Table of Contents | PROPOSAL 1 |

  33. Information with Respect to Nominees

    | Director Nominee | | | JOHN REDMOND Former CEO, Allegiant Travel Company Independent Age: 66 Director Since: March 2008 Committees: Audit | Business Experience, Other Directorships and Qualifications Mr. Redmond served as the CEO of Allegiant Travel Company from June 2022 to September 2023, and also served as a director of Allegiant. Before Mr. Redmond’s time as CEO, Mr. Redmond was the President of Allegiant Travel Company from September 2016 to June 2022. Prior to joining Allegiant, 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. Key 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); former CEO and director of leisure travel company (Allegiant) •Industry and International experience—former CEO 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) |

  34. Information with Respect to Nominees

    | | 2024 Proxy Statement | 19 |

  35. Information with Respect to Nominees

    | PROPOSAL 1 | Table of Contents |

  36. Information with Respect to Nominees

    | Director Nominee | | | MICHELE ROMANOW Co-Founder and Executive Chairman, Clearco Independent Age: 39 Director Since: October 2016 Committees: Compensation | Business Experience, Other Directorships and Qualifications Ms. Romanow is the Co-Founder and Executive Chairman of Clearco (formerly Clearbanc), a technology company changing the way companies raise money by providing fast, affordable growth capital to online brands. She transitioned from CEO to Executive Chairman of Clearco in January 2023. Clearco has invested $5 billion into more than 10,000 companies in 13 countries. Clearco is headquartered in Toronto, Canada. 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 founded Buytopia.ca, a Canadian e-commerce leader. Prior to that, she was Director of 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 currently a member of the strategic advisory board at Great Gulf, a group of commercial real estate companies, and a member of the advisory board at the Queen's University School of Business. Ms. Romanow was previously a member of the board of directors of Whistler Blackcomb, which was acquired by Vail Resorts in October 2016, SHAD, a Canadian charity for high school students, Freshii Inc., a publicly listed Canadian fast casual restaurant franchise, League of Innovators, a Canadian charity, and BBTV Holdings Inc., a Canadian media and technology company. She holds a Bachelor of Science in Engineering and a Master of Business Administration from Queen’s University. Key Skills and Qualifications: •Leadership experience—Co-founder and Executive Chairman of Clearco; former CEO of Clearco; co-founder of SnapSaves (now Snap by Groupon) and former head of marketing of Snap by Groupon; co-founder and former partner of Buytopia.ca; former director of Freshii; former director of Whistler Blackcomb; former director of BBTV •Technology and Marketing experience—former senior marketing executive (Groupon); co-founder of three technology companies (Clearco, SnapSaves and Buytopia.ca) |

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    | 20 | 2024 Proxy Statement | |

  38. Information with Respect to Nominees

    | Table of Contents | PROPOSAL 1 |

  39. Information with Respect to Nominees

    | Director Nominee | | | HILARY SCHNEIDER Strategic Advisor to the Board, Shutterfly, LLC Independent Age: 63 Director Since: March 2010 Committees: Compensation Current Public Directorships: DigitalOcean, Inc. Sleep Number Corporation | Business Experience, Other Directorships and Qualifications Ms. Schneider is currently a Strategic Advisor to the Board of Directors of Shutterfly, LLC, a leading digital retailer and manufacturer of personalized products and services. She was Chief Executive Officer and Chair of the Board of Directors of Shutterfly from January 2020 to June 2023. From January 2018 to November 2019 she served as CEO of Wag!, the country's largest on-demand mobile dog walking and dog care service. Prior to that, Ms. Schneider served as the CEO of LifeLock, Inc., a leading provider of identity theft protection, identity risk assessment, and fraud protection services, a position she held from March 2016 until the acquisition of LifeLock by Symantec in February 2017. From September 2012 to February 2016, she served as the President of LifeLock, Inc. 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!, she 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 CEO of Red Herring Communications. She also held numerous roles at Times Mirror from 1990 through 2000, including President and CEO of Times Mirror Interactive and General Manager of the Baltimore Sun. Ms. Schneider serves on the board of directors of DigitalOcean, Inc., a cloud-based service provider, Sleep Number Corporation, a wellness technology company, Getty Images, Inc. a visual media company, Water.org, a non-profit organization, and the American Journalism Project, a local news venture philanthropy. Ms. Schneider was also previously a member of the board of directors of LifeLock, Inc. and SendGrid, Inc. Key Skills and Qualifications: •Leadership experience—former CEO of leading digital retailer and personalized products manufacturer (Shutterfly, LLC), former CEO of an on-demand dog walking and 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 a SaaS-based multi-channel engagement platform (SendGrid); senior advisor to large private equity investment firm (TPG) |

  40. Information with Respect to Nominees

    | | 2024 Proxy Statement | 21 |

  41. Information with Respect to Nominees

    | PROPOSAL 1 | Table of Contents |

  42. Information with Respect to Nominees

    | Director Nominee | | | D. BRUCE SEWELL Former Senior Vice President, General Counsel & Secretary, Apple, Inc. Independent Lead Independent Director Since June 2019 Age: 66 Director Since: January 2013 Committees: Audit, Executive, Nominating & Governance Current Public Directorships: C3.ai, Inc. | Business Experience, Other Directorships and Qualifications 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 currently serves on the board of directors and as chair for the nominating & governance committee of C3.ai, Inc., an enterprise artificial intelligence software company, and serves on the board of Clearco, a privately held growth capital technology company. Mr. Sewell also serves on the board of Village Enterprise, a charitable organization focusing on training and creating sustainable businesses in Africa, and is the President and Director of Friends of Lancaster University in America, a non-profit organization supporting higher education. Key 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.ai) |

  43. Information with Respect to Nominees

    | 22 | 2024 Proxy Statement | |

  44. Information with Respect to Nominees

    | Table of Contents | PROPOSAL 1 |

  45. Information with Respect to Nominees

    | Director Nominee | | | JOHN F. SORTE Executive Chairman, Morgan Joseph TriArtisan Group, Inc. Independent Age: 77 Director Since: January 1993 Committees: Audit (Chair), Nominating & Governance, Executive | Business Experience, Other Directorships and Qualifications Mr. Sorte is Executive Chairman of Morgan Joseph TriArtisan Group Inc., a merchant bank. 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. Key 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) |

  46. Information with Respect to Nominees

    | | 2024 Proxy Statement | 23 |

  47. Information with Respect to Nominees

    | PROPOSAL 1 | Table of Contents |

  48. Information with Respect to Nominees

    | Director Nominee | | | PETER A. VAUGHN Founding and Managing Director, Vaughn Advisory Group, LLC Independent Age: 60 Director Since: June 2013 Committees: Audit, Nominating & Governance (Chair) | Business Experience, Other Directorships and Qualifications Mr. Vaughn is the Founding and Managing Director of the Vaughn Advisory Group, LLC, a privately held company providing advisory and consulting services on global marketing, brand strategy, business strategy, organizational effectiveness, and executive coaching. Since October 2021, he has also served as the Chairman of the Board of Trustees of Vaughn College of Aeronautics and Technology in Queens, New York. From July 2018 to January 2020, Mr. Vaughn served as Chief Experience Officer of Avenues: The World School, a privately held, for-profit global network of independent schools headquartered in New York. 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. Key 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); former senior executive of a global private school network (Avenues) |

  49. Information with Respect to Nominees

    | FOR | The Board of Directors recommends a vote "FOR" the election of each of the nominees named above. |

  50. Information with Respect to Nominees

    | 24 | 2024 Proxy Statement | |

  51. 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: •appoint, retain, compensate, evaluate, and terminate, as appropriate, the Company’s independent registered public accounting firm; •approve all audit engagement fees and terms, as well as all permissible non-audit service engagements with the independent registered public accounting firm; •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; •review the internal audit plan and evaluate the performance, responsibilities, and staffing of the Company’s internal audit function at least annually; •receive and review periodic presentations from the internal audit senior executive regarding the results of completed internal audits and the identification and remediation of weaknesses in the Company’s internal control environment; •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; •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; •monitor the rotation of partners of the independent auditors on the Company’s audit engagement team as required by law; •review and approve or reject transactions between the Company and any related persons in accordance with the Company’s Related Party Transactions Policy; •confer with management and the independent auditors regarding the effectiveness of internal control over financial reporting; •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; •oversee risk management with respect to cybersecurity, including receiving and reviewing quarterly updates from the Company’s Chief Information Officer regarding major cyber risk areas and recommended actions to address such risks, as well as reviewing any other internal reports from management with respect to information technology and cybersecurity issues; •annually prepare a report as required by the SEC to be included in the Company’s annual proxy statement; and •discuss policies with respect to risk assessment and risk management. The members of the Audit Committee are Mr. Sorte, Chair, and Messrs. Chambers, Redmond, Sewell, and Vaughn. The Board has determined that each of Messrs. Chambers, Redmond, Sorte, and Sewell qualify as 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 2024.

  52. 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. For fiscal 2024, the members of the Executive Committee were Messrs. Katz, Sewell, and Sorte and Ms. Lynch. The Executive Committee held multiple discussions and one meeting during fiscal 2024.

  53. The Executive Committee

    | 38 | 2024 Proxy Statement | |

  54. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  55. Director Compensation for Fiscal 2024

    Director Compensation for Fiscal 2024 The following table provides information concerning the compensation of our non-employee directors in fiscal 2024:

  56. Director Compensation for Fiscal 2024

    | Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Reginald Chambers(5) | 40,173 | 121,847 | — | 162,020 | | Susan L. Decker(6) | 95,564 | 220,139 | — | 315,703 | | Iris Knobloch(7) | 47,225 | 144,828 | — | 192,053 | | Nadia N. Rawlinson(8) | 107,677 | 220,139 | — | 327,816 | | John Redmond(9) | 100,564 | 220,139 | — | 320,703 | | Michele Romanow(10) | 95,564 | 220,139 | 13,455 | 329,158 | | Hilary Schneider(11) | 95,564 | 220,139 | — | 315,703 | | D. Bruce Sewell(12) | 165,760 | 220,139 | 12,857 | 398,756 | | John F. Sorte(13) | 140,863 | 220,139 | 10,700 | 371,702 | | Peter A. Vaughn(14) | 114,593 | 220,139 | 13,637 | 348,369 |

  57. Director Compensation for Fiscal 2024

    (1)Mr. Katz and Ms. Lynch are also named executive officers and their compensation is included in the Summary Compensation Table in the “Executive Compensation” section of this proxy statement. Neither Mr. Katz nor Ms. Lynch receive any additional compensation for their service on the Board. (2)Consists of non-employee director annual retainers, and, if applicable, lead director fees, committee chair fees, and committee member fees. Cash compensation paid to each director in fiscal 2024 was as follows:

  58. Director Compensation for Fiscal 2024

    | | | Committees | | | | | | Name | Board of Directors Board Service ($) | Audit Committee Service ($) | Compensation Committee Service ($) | Nominating & Governance Committee Service ($) | Executive Committee Service ($) | Total ($) | | Reginald Chambers | 33,314 | 6,859 | — | — | — | 40,173 | | Susan L. Decker | 83,451 | — | 12,113 | — | — | 95,564 | | Iris Knobloch | 42,188 | — | 5,037 | — | — | 47,225 | | Nadia N. Rawlinson | 83,451 | — | 24,226 | — | — | 107,677 | | John Redmond | 83,451 | 17,113 | — | — | — | 100,564 | | Michele Romanow | 83,451 | — | 12,113 | — | — | 95,564 | | Hilary Schneider | 83,451 | — | 12,113 | — | — | 95,564 | | D. Bruce Sewell | 123,451 | 17,113 | — | 15,196 | 10,000 | 165,760 | | John F. Sorte | 83,451 | 33,451 | 3,961 | 10,000 | 10,000 | 140,863 | | Peter A. Vaughn | 83,451 | 17,113 | — | 14,029 | — | 114,593 |

  59. Director Compensation for Fiscal 2024

    | | 2024 Proxy Statement | 39 |

  60. Director Compensation for Fiscal 2024

    | DIRECTOR COMPENSATION | Table of Contents |

  61. Director Compensation for Fiscal 2024

    (3)The amounts in this column represent the aggregate grant date fair value of RSUs granted during fiscal 2024 computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. (4)All other compensation for fiscal 2024 includes the following:

  62. Director Compensation for Fiscal 2024

    | Name | Charitable Donations ($)(a) | Company-paid Lodging, Ski School Privileges and Discretionary Spending on Goods and Services ($)(b) | Total ($) | | Reginald Chambers | — | — | — | | Susan L. Decker | — | — | — | | Iris Knobloch | — | — | — | | Nadia N. Rawlinson | — | — | — | | John Redmond | — | — | — | | Michele Romanow | — | 13,455 | 13,455 | | Hilary Schneider | — | — | — | | D. Bruce Sewell | — | 12,857 | 12,857 | | John F. Sorte | — | 10,700 | 10,700 | | Peter A. Vaughn | 2,765 | 10,872 | 13,637 |

  63. Director Compensation for Fiscal 2024

    (a)Represents the value of vacation packages donated to charity on behalf of a director under the Company’s charitable donations program. See below under “Limited Director Perquisites and Personal Benefits” for a description of this program. (b)Represents the amounts reported during fiscal 2024 that were used by a director towards lodging, ski school privileges and discretionary spending on services or goods at our properties for personal use under the Company’s Perquisite Fund Program. 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. (5)As of July 31, 2024, Mr. Chambers held 564 unvested RSUs. (6)As of July 31, 2024, Ms. Decker held 1,031 unvested RSUs. (7)As of July 31, 2024, Ms. Knobloch held 678 unvested RSUs. (8)As of July 31, 2024, Ms. Rawlinson held 1,031 unvested RSUs. (9)As of July 31, 2024, Mr. Redmond held and 1,031 unvested RSUs. (10)As of July 31, 2024, Ms. Romanow held 1,031 unvested RSUs. (11)As of July 31, 2024, Ms. Schneider held 1,031 unvested RSUs. (12)As of July 31, 2024, Mr. Sewell held 1,031 unvested RSUs. (13)As of July 31, 2024, Mr. Sorte held 1,031 unvested RSUs. (14)As of July 31, 2024, Mr. Vaughn held 1,031 unvested RSUs.

  64. Director Cash Compensation

    | Table of Contents | DIRECTOR COMPENSATION |

  65. Effective Corporate Governance Reinforces Our Executive Compensation Program

    | What We Do | What We Don't Do | | ✓Annual Advisory Vote to Approve Executive Compensation. We provide our stockholders with an annual opportunity to vote on an advisory basis to approve the compensation paid to our NEOs as disclosed in this proxy statement. ✓Independent Compensation Committee. Our executive compensation program is reviewed annually by the Compensation Committee, which consists solely of independent directors and makes all final determinations regarding the compensation of our NEOs. ✓Significant Portion of Executive Compensation Is Variable and At-Risk. A significant portion of our NEOs’ compensation is comprised of elements of variable and at-risk compensation that are tied to defined corporate and individual performance goals or stock price performance. Our three-year average at-risk compensation is approximately 83.6% of our CEO’s total compensation and approximately 65.6% of our other NEOs’ total compensation. In addition, approximately 50% of the long-term equity incentives granted to our CEO each fiscal year consist of Premium SARs that have an exercise price that is 10% greater than the closing price of our common stock on the grant date. ✓Significant Portion of Executive Compensation Delivered in the Form of Long-Term Equity-Based Incentives. A significant portion of our NEOs’ compensation is comprised of long-term equity incentive awards, consisting of SARs and RSUs, which generally vest over three years. In the last three fiscal years, approximately 74.3% of our CEO’s and 61.7% of other NEOs’ total compensation as reported in the Summary Compensation Table, has on average been in the form of long-term equity-based incentives. ✓Market Alignment of Compensation but with Greater Emphasis on At-Risk Compensation. To attract and retain talented executive officers, we align targeted compensation opportunity with comparable levels to our peer group, but we generally make at-risk compensation a more significant component. | ✗No Excessive Perquisites. We provide our executive officers with limited perquisites, which are generally limited to credit at our owned and operated properties and which are designed to incentivize our executive officers to visit and use our resorts in order to make informed decisions regarding our business and the guest experience and provide relevant feedback concerning our properties and services. ✗No Tax Gross-Ups on Perquisites, except for Standard Relocation Benefits. We do not pay tax gross-ups on the limited perquisites that our executive officers receive, except in the case of standard relocation benefits available to all similarly situated employees. ✗No Excise Tax Gross-Ups. We do not pay excise tax gross-ups in connection with the change in control arrangements provided to our executive officers. ✗No Automatic Salary Increases or Guaranteed Bonuses. We do not guarantee annual salary increases or bonuses for any NEO and no employment with any NEO contains such provisions. ✗No “Single Trigger” Automatic Cash Payments, Benefits or Equity Vesting Upon a Change in Control. The change in control arrangements provided to our executive officers require a termination event (including a termination by the executive for “good reason”) following a change in control before any cash-based payments or benefits are triggered. Additionally, our CEO’s potential cash severance is two times her base salary plus prior year bonus. For equity awards granted in fiscal 2021 and beyond, in the event of a change in control, equity will only have accelerated vesting if an award is not assumed or replaced or in the event of a termination without cause within 12 months of a change in control event. |

  66. Effective Corporate Governance Reinforces Our Executive Compensation Program

    | What We Do | What We Don't Do | | ✓Independent Compensation Consultant. The Compensation Committee periodically retains and receives advice from an independent compensation consultant. ✓Clawback Policy. The Compensation Committee has adopted a clawback policy that, in the event of a financial restatement, allows us to recoup cash or equity-based incentive compensation from executive officers that was paid based on the misstated financial information. ✓Stock Ownership Guidelines. Our executive officers are subject to meaningful 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 NEOs 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 2024, 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. | ✗No Hedging or Pledging. Under our Insider Trading Compliance Program, senior level employees, including our executive officers, as well as our directors, are prohibited from conducting short sales or using derivatives or other instruments designed to hedge against the risk of ownership of our securities or otherwise offset any decrease in the market value of our securities, including put and call options and collar transactions. The Insider Trading Compliance Program also prohibits directors and senior level employees, including our executive officers, from pledging shares of the Company’s stock or holding them in a margin account as collateral for a loan. ✗No Equity Repricing. We expressly prohibit the repricing of underwater SARs without stockholder approval. ✗No Pension Plans or SERPs. We do not provide our executive officers with tax-qualified defined benefit pension plans or supplemental executive retirement plans. |

  67. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Compensation Committee retains the services of Aon as its independent compensation consultant in accordance with the Compensation Committee’s charter. Aon reports directly to the Compensation Committee. The Compensation Committee retains sole authority to hire or terminate Aon, approves its professional fees, determines the nature and scope of its services, and evaluates its performance. Upon request, a representative of Aon attends Compensation Committee meetings and communicates with the Compensation Committee chair between meetings. The Compensation Committee makes all final decisions regarding executive compensation. Aon’s specific compensation consultation roles include, but are not limited to, the following: •advising the Compensation Committee on director and executive compensation trends and regulatory developments; •developing a peer group of companies for determining competitive compensation rates; •providing a total compensation study for executives and independent non-employee board members against peer companies; •providing advice to the Compensation Committee on corporate governance best practices, as well as any other areas of concern or risk; •serving as a resource to the Compensation Committee chair for meeting agendas and supporting materials in advance of each meeting; •reviewing and commenting on proxy statement disclosure items, including preparation of the CD&A and the Company's 2024 Omnibus Equity Plan; and •advising the Compensation Committee on management’s pay recommendations. The Compensation Committee has assessed the independence of Aon as required by the NYSE listing standards. The Compensation Committee reviewed its relationship with Aon and considered all relevant factors, including those set forth in Rule 10C-1(b)(4)(i) through (vi) of the Exchange Act. Based on this review, the Compensation Committee concluded that there are no conflicts of interest raised by the work performed by Aon.

  68. Role of the Independent Compensation Consultant

    | 48 | 2024 Proxy Statement | |

  69. Role of the Independent Compensation Consultant

    | Table of Contents | EXECUTIVE COMPENSATION |

  70. Role of Peer Companies and Competitive Market Data

    Role of Peer Companies and Competitive Market Data 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 its 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. The following peer group development criteria were used to assist with peer group development for the fiscal 2024 pay study: •Industries: similar to the Company in the leisure, travel, gaming, and hospitality industries; •Company size: approximately 0.4 times to 3 times the Company's annual revenues, with a secondary focus on market cap; •Peers: companies using the Company in their compensation peer group; •Peers of peers: companies used in the peer groups of potential peer companies; and •Competitors: companies that compete with the Company for business and management talent. 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 August 2023, the Compensation Committee engaged Aon to conduct a competitive market study to assist with fiscal 2024 pay decisions. The study included market data from Aon’s proprietary global compensation survey for similar-sized companies, and proxy disclosures for publicly-traded peer companies from the leisure, travel, gaming, and hospitality industries, as approved by the Compensation Committee. Our peer group approved by the Compensation Committee to assist with fiscal 2024 compensation decisions included:

  71. Role of Peer Companies and Competitive Market Data

    | Boyd Gaming Corporation Cedar Fair, L.P. Choice Hotels International Churchill Downs Inc. Hilton Grand Vacations Hyatt Hotels Corporation Marriott Vacations Worldwide Norwegian Cruise Line Holdings Ltd | PENN Entertainment, Inc. Red Rock Resorts Inc. Royal Caribbean Cruises Ltd. Six Flags Entertainment Corporation Travel + Leisure Co. Wyndham Hotels & Resorts, Inc. Wynn Resorts Ltd. |

  72. Role of Peer Companies and Competitive Market Data

    At the time of Compensation Committee’s review, the 25th percentile of our fiscal 2024 peer group had a market cap of $3,733,000,000 and annual revenue of $1,737,000,000, the median of our fiscal 2024 peer group had a market cap of $5,522,000,000 and annual revenue of $3,567,000,000, and the 75th percentile of our fiscal 2024 peer group had a market cap of $8,242,000,000 and annual revenue of $4,750,000,000. Royal Caribbean Cruises Ltd. was added to the fiscal 2024 peer group because of their common use as part of the compensation peer group of our peers, strong brand, and comparable annual revenues. The Compensation Committee uses competitive compensation data from the annual total compensation study of peer companies and survey data to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, the Compensation Committee uses multiple reference points when establishing targeted compensation levels. The Compensation Committee does not benchmark specific compensation elements or total compensation to any specific percentile relative to the peer companies or the broader United States market. Instead, the

  73. Role of Peer Companies and Competitive Market Data

    | | 2024 Proxy Statement | 49 |

  74. Role of Peer Companies and Competitive Market Data

    | EXECUTIVE COMPENSATION | Table of Contents |

  75. Role of Peer Companies and Competitive Market Data

    Compensation Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as Company, business and individual performance, scope of responsibility, critical needs and skill sets, leadership potential, and succession planning. The Compensation Committee also evaluates the compensation programs of other companies which, while not in the peer set, have similar characteristics of the Company’s business model, complexity, and sophistication.

  76. Role of Tally Sheets and Company-Specific Factors

    Role of Tally Sheets and 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 includes 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.

  77. Elements of Compensation

    | Compensation Element | Objective | Key Features | | Annual MIP Award | To motivate achievement of annual financial, operational, and strategic goals and achievement of individual annual performance objectives | •For each fiscal year, Company performance drives the overall funding of the MIP. Additionally, individual MIP payments are subject to an individual performance multiplier for all NEOs, except for Ms. Lynch whose award is based solely on the funded amount of target MIP determined by Company performance because, unlike other NEOs, she is responsible for all aspects of Company performance, and Mr. Katz, who is not eligible for an MIP award. •MIP awards are paid in cash only. | | Equity Incentive Awards | To motivate and reward executive officers to achieve multi-year strategic goals, align interests with shareholders, and to deliver sustained long-term value to shareholders, as well as to attract and retain executive officers | •Equity awards are granted under our stockholder-approved 2015 Omnibus Incentive Plan, referred to in this proxy statement as the 2015 Plan. •For fiscal 2024, we granted time-based vesting RSUs and SARs to provide a balanced portfolio of potential wealth accumulation and alignment to our shareholders’ long-term investment interests. Value in both programs fluctuates with our stock price, and SARs only have value if the share price exceeds the exercise price. •SARs are granted with an exercise price of no less than the closing price of our common stock on the grant date. For Ms. Lynch, we grant Premium SARs with the exercise price set 10% higher than the fair market value on the grant date. Shareholders realize a 10% return before Ms. Lynch may recognize personal gains. •For equity awards granted in fiscal 2021 and beyond, in the event of a change in control, equity vesting will only accelerate if an award is not assumed or replaced or in the event of a “double trigger” termination without cause within 12 months of a change in control event. Accordingly, no outstanding unvested awards provide for accelerated vesting if such awards are assumed or replaced, or in the event of a termination without cause. | | 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 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 used by executives are taxed as ordinary income, like other compensation. Unused funds at the end of each fiscal year are forfeited. •All Company employees enjoy skiing privileges, including our executives. |

  78. 2024 Compensation Decisions

    2024 Compensation Decisions The Compensation Committee approved the following fiscal 2024 compensation program for Ms. Lynch: •Annual base salary of $1,091,800; •Annual MIP target equal to 100% of her base salary, subject to the terms and conditions of the Company’s MIP; •Annual equity target of approximately $4,913,100 comprised of 50% RSUs and 50% Premium SARs at a 10% premium to market, which vest in three equal installments beginning on the first anniversary of the grant date; and •Participation in the Perquisite Fund Program with an annual allowance of $80,000 per year to be used at the Company’s owned or operated resorts. For fiscal 2024, the Compensation Committee approved a salary of $1,091,800 for Mr. Katz, our Executive Chairperson, and target equity awards under the 2015 Plan of approximately $1,091,800. The equity awards were comprised of 50% RSUs and 50% SARs, each of which vest in three equal installments beginning on the first anniversary of the grant date. Mr. Katz is not eligible to participate in the Company’s MIP. Base Salary. The Compensation Committee generally reviews and adjusts base salaries annually at its September committee meeting, with new salaries effective as of the following pay period. Fiscal 2024 approved salaries reflect a recognition of individual performance, a thorough review of competitive market data from the Aon executive compensation study, and the overall growth and results of the Company in fiscal 2024.

  79. MIP Funding for Resort Reported EBITDA

    MIP Funding for Resort Reported EBITDA

  80. MIP Funding for Resort Reported EBITDA

    | Percentage of Target Performance Achieved (%) | Percentage of Annual Target Funding Level Available under the MIP (%) | Fiscal 2024 Resort Reported EBITDA Value ($) | | Less than 80% | 0% | Less than $752.0 million | | 80% | 15% | $752.0 million | | 90% | 25% | $846.0 million | | 95% | 50% | $893.0 million | | 100% | 100% | $940.0 million | | 110% | 175% | $1,034.0 million | | 120% or greater | 200% | $1,128.0 million or greater |

  81. MIP Funding for Resort Reported EBITDA

    In the event our Resort Reported EBITDA for any fiscal year exceeds the specified threshold level, then the MIP is funded at the appropriate level and each NEO is eligible to receive an MIP award. For achievement between annual target funding level percentages, the payout is determined by linear interpolation. Target Annual MIP Awards. The NEOs’ target MIP awards as a percentage of their base salaries was determined based on a combination of competitive market data for each NEOs' role and the role’s ability to influence our performance. For fiscal 2024, except as noted in the table below, each NEO was eligible for an annual MIP award based on a percentage of annual base salary. The following table sets forth the target annual MIP awards as a percentage of base salary approved by the Compensation Committee at the start of the fiscal year for each of fiscal 2024 and 2023, and the percentage change in the target from fiscal 2024 to 2023.

  82. MIP Funding for Resort Reported EBITDA

    | Name | 2023 Target Annual MIP Award as Percentage of Base Salary (%) | 2024 Target Annual MIP Award as Percentage of Base Salary (%) | % Change (%) | | Kirsten A. Lynch | 100% | 100% | — | | Robert A. Katz(1) | — | — | — | | Angela A. Korch | 75% | 75% | — | | William C. Rock | 75% | 75% | — | | David T. Shapiro(2) | 50% | — | N/A | | Gregory J. Sullivan | 50% | 50% | — |

  83. MIP Funding for Resort Reported EBITDA

    (2)Mr. Shapiro was not eligible for an MIP award for fiscal 2024 due to his departure from the Company on February 23, 2024.

  84. MIP Funding for Resort Reported EBITDA

    | | 2024 Proxy Statement | 53 |

  85. MIP Funding for Resort Reported EBITDA

    | EXECUTIVE COMPENSATION | Table of Contents |

  86. MIP Funding for Resort Reported EBITDA

    The table below sets forth the threshold, target and maximum awards payable under the MIP for each NEO in fiscal 2024 who was eligible for an award at the time that the Committee established the NEO’s opportunity:

  87. MIP Funding for Resort Reported EBITDA

    | Name | Threshold ($) | Target ($) | Maximum ($) | | Kirsten A. Lynch | — | 1,091,800 | 2,183,600 | | Robert A. Katz(1) | — | — | — | | Angela A. Korch | — | 442,500 | 1,150,500 | | William C. Rock | — | 386,250 | 1,004,250 | | David T. Shapiro(2) | — | — | — | | Gregory J. Sullivan | — | 220,353 | 572,917 |

  88. MIP Funding for Resort Reported EBITDA

    (1)As Executive Chairperson, Mr. Katz is not eligible for an MIP award. (2)Mr. Shapiro was not eligible for an MIP award for fiscal 2024 due to his departure from the Company on February 23, 2024. Individual MIP Award Determination. Once funding was established for fiscal 2024, the actual MIP award paid to each NEO was determined by individual performance achievements against their individual performance objectives. In the case of Ms. Lynch, her award is based solely on the funded amount of target MIP determined by Company performance because, unlike other NEOs, she is responsible for all aspects of Company performance. This structure reflects our objective to incentivize individual performance, while at the same time requiring that overall Company performance standards are met before MIP funding can occur. Mr. Katz was not eligible to participate in the MIP and Mr. Shapiro was ineligible for a MIP award for fiscal 2024 due to his departure from the Company. Achievement of individual performance objectives can result in the NEO receiving a MIP award equal to 0%, 50%, 100%, 120%, or 130% of the funded amount (i.e., the amount achieved based on Company performance) (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 2024 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, the Committee believed that there was a moderate likelihood that the NEO’s would satisfy his or her respective performance objectives in fiscal 2024. The maximum payout opportunity for individual plan participants other than the CEO is 260% of target (assumes maximum Resort Reported EBITDA funding of 200% and maximum individual performance funding at 130%). Example. An executive whose MIP award funding is 100% based on Resort Reported 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 (“Target Funding Amount”) for 100% achievement of Resort Reported EBITDA (100% times 50% salary target times 100% funding based on Resort Reported EBITDA achievement). If Company performance resulted in Resort Reported EBITDA of achievement of 90%, the MIP award funding would be equal to 25% of the Target Funding Amount (as set forth in the table above), or $37,000 (“Actual Funding Amount”). However, because the executive’s total MIP award is also subject to the achievement of individual performance objectives, an executive’s ultimate total MIP award is equal to an individual performance multiplier of 0%, 50%, 100%, 120%, or 130% of the Actual Funding Amount based on individual performance (subject to availability of funds under the MIP). Accordingly, if the executive achieved 120% of individual performance, the ultimate MIP award payout would be $45,000 (Actual Funding Amount of $37,500 multiplied by 120% for individual performance). Fiscal 2024 Results. In fiscal 2024, we met 88.74% of the Resort Reported EBITDA target, which resulted in a funding level at 23.74% of the target funding level for that component of the funding calculation. Based upon these results and individual performance, and noting that individual performance achievement was 100% for each NEO's respective Actual Funding Amount, the Compensation Committee determined the final MIP award amounts as follows (which is equal to 23.74% of target for each eligible individual):

  89. MIP Funding for Resort Reported EBITDA

    | 54 | 2024 Proxy Statement | |

  90. MIP Funding for Resort Reported EBITDA

    | Table of Contents | EXECUTIVE COMPENSATION |

  91. MIP Funding for Resort Reported EBITDA

    | Name | 2024 Base Salary ($) | 2024 Target Annual MIP Award as Percentage of Base Salary (%) | 2024 Target Annual Award MIP Payout ($) (a) | 2024 Resort Reported EBITDA MIP Award Funding (%) (b) | 2024 Individual Performance Modifier (%) (c) | 2024 MIP Award ($) (a * b * c) | | Kirsten A. Lynch | 1,091,800 | 100 | 1,091,800 | 23.74 | n/a(1) | 259,193 | | Robert A. Katz(2) | 1,091,800 | — | — | — | — | — | | Angela A. Korch | 590,000 | 75 | 442,500 | 23.74 | 100 | 105,050 | | William C. Rock | 515,000 | 75 | 386,250 | 23.74 | 100 | 91,696 | | David T. Shapiro(3) | 627,785 | — | — | — | — | — | | Gregory J. Sullivan | 440,705 | 50 | 220,353 | 23.74 | 100 | 52,312 |

  92. MIP Funding for Resort Reported EBITDA

    (1)Ms. Lynch’s award does not include an individual performance component because, unlike other NEOs, she is responsible for all aspects of Company performance. (2)As Executive Chairperson, Mr. Katz is not eligible for an MIP award. (3)Mr. Shapiro was not eligible for an MIP award for fiscal 2024 due to his departure from the Company on February 23, 2024.

  93. Long-Term Equity Incentives

    Long-Term Equity Incentives Our long-term equity incentive award program is designed to promote long-term Company performance and align each executive’s interests 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 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 herself, 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 2024, the Compensation Committee granted long-term equity incentive awards under the stockholder-approved 2015 Plan. For fiscal 2024, the Compensation Committee awarded each NEO an equity value based on individual achievements and performance. The Compensation Committee granted Ms. Lynch her long-term equity for fiscal 2024 as approximately 50% RSU value and approximately 50% Premium SAR value. To further promote retention, the RSUs and SARs granted in fiscal 2024 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 value of our common stock, we consider a vesting schedule based upon continued service appropriate to meet the desire for both retention and variable, at-risk pay. The Compensation Committee has structured the mix of long-term and short-term equity awards and the relative weight assigned to each type to motivate performance against long-term targets, stock price appreciation over the long term and to encourage ownership and retention while aligning executive officers’ interests with those of our stockholders. The RSUs are complementary to the SARs because they have upside potential, but deliver some value even during periods of market or stock price underperformance, providing a retention incentive and reinforcing an ownership culture and commitment to the Company.

  94. Long-Term Equity Incentives

    | | 2024 Proxy Statement | 55 |

  95. Long-Term Equity Incentives

    | EXECUTIVE COMPENSATION | Table of Contents |

  96. Long-Term Equity Incentives

    The table below shows the number and grant date fair value of the equity awards granted to our NEOs in fiscal 2024.

  97. Long-Term Equity Incentives

    | Name | RSU Value ($) | RSUs Granted(1) (#) | SAR Value ($) | SARs Granted (#) | | Kirsten A. Lynch | 2,456,356 | 12,008 | 2,456,542 | 44,111 | | Robert A. Katz | 545,766 | 2,668 | 545,895 | 8,849 | | Angela A. Korch | 733,552 | 3,586 | 733,741 | 11,894 | | William C. Rock | 514,878 | 2,517 | 514,988 | 8,348 | | David T. Shapiro(2) | 891,063 | 4,356 | 891,050 | 14,444 | | Gregory J. Sullivan | 225,834 | 1,104 | 225,970 | 3,663 |

  98. Long-Term Equity Incentives

    (1)The grant-date fair value of RSUs is determined based on the Company's closing market stock price on the date of grant, reduced by the present value of estimated dividends to be paid on the underlying shares that will not be paid on such RSUs during the requisite service period, discounted at the appropriate risk-free interest rate. (2)Mr. Shapiro's fiscal 2024 equity awards were forfeited upon his separation from the Company on February 23, 2024.

  99. Summary Compensation Table for Fiscal 2024

    Summary Compensation Table for Fiscal 2024 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:

  100. Summary Compensation Table for Fiscal 2024

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option/Share Appreciation Right Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Kirsten A. Lynch Chief Executive Officer | 2024 | 1,086,908 | — | 2,456,356 | 2,456,542 | 259,193 | 29,587 | 6,288,586 | | | 2023 | 1,050,769 | — | 2,384,820 | 2,384,996 | 331,250 | 43,467 | 6,195,302 | | | 2022 | 885,999 | — | 2,249,991 | 2,249,981 | 1,188,300 | 35,357 | 6,609,628 | | Robert A. Katz Executive Chairperson and Former Chief Executive Officer | 2024 | 1,086,908 | — | 545,766 | 545,895 | — | 23,501 | 2,202,070 | | | 2023 | 1,050,769 | — | 529,894 | 529,965 | — | 23,051 | 2,133,679 | | | 2022 | 1,000,320 | — | 499,847 | 499,986 | — | 22,301 | 2,022,454 | | Angela A. Korch Executive Vice President and Chief Financial Officer | 2024 | 583,846 | — | 733,552 | 733,741 | 105,050 | 27,007 | 2,183,196 | | | 2023 | 323,654 | — | 647,366 | 347,561 | 86367 | 22,099 | 1,427,047 | | William C. Rock President - Mountain Division | 2024 | 512,692 | — | 514,878 | 514,988 | 91,696 | 18,593 | 1,652,847 | | David T. Shapiro Former Executive Vice President, General Counsel and Secretary | 2024 | 371,443 | — | 891,063 | 891,050 | — | 9,078 | 2,162,634 | | | 2023 | 604,192 | — | 865,093 | 865,091 | 95,234 | 30,209 | 2,459,819 | | | 2022 | 564,539 | — | 768,786 | 768,912 | 341,636 | 27,561 | 2,471,434 | | Gregory J. Sullivan Executive Vice President, Retail/Rental and Hospitality | 2024 | 438,730 | — | 225,834 | 225,970 | 52,312 | 32,869 | 975,715 |

  101. Summary Compensation Table for Fiscal 2024

    (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. (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 14 to our audited financial statements for fiscal 2024, which are included in our Annual Report. (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 14 to our audited financial statements for fiscal 2024, which are included in our Annual Report. (4)In September 2024, 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 2024 MIP awards for the NEOs other than Messrs. Katz and Shapiro. Such amounts were paid in October 2024.

  102. Summary Compensation Table for Fiscal 2024

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  103. Summary Compensation Table for Fiscal 2024

    | Table of Contents | EXECUTIVE COMPENSATION |

  104. Summary Compensation Table for Fiscal 2024

    (5)All other compensation for fiscal 2024 includes the following:

  105. Summary Compensation Table for Fiscal 2024

    | 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 ($) | | Kirsten A. Lynch | 2024 | 10,350 | 900 | 5,533 | 12,804 | 29,587 | | Robert A. Katz | 2024 | 10,350 | 7,295 | 5,856 | — | 23,501 | | Angela A. Korch | 2024 | 10,212 | 900 | 3,165 | 12,730 | 27,007 | | William C. Rock | 2024 | 10,730 | 900 | 6,963 | — | 18,593 | | David T. Shapiro | 2024 | 3,260 | 525 | 5,293 | — | 9,078 | | Gregory J. Sullivan | 2024 | 9,741 | 900 | 6,316 | 15,912 | 32,869 |

  106. Summary Compensation Table for Fiscal 2024

    (a)Consists of Company contributions to the NEO’s accounts in the Company’s tax-qualified 401(k) plan. (b)Consists of premiums paid on behalf of the NEO for supplemental life insurance. (c)Consists of premiums paid on behalf of the NEO for supplemental disability insurance. (d)In fiscal 2024, our NEOs were entitled to participate in our Executive 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 2024, annual allowances for NEOs were as follows: CEO and Executive Chairperson —$80,0000; Chief Financial Officer and President – Mountain Division—$50,000; Executive Vice President (excluding the Chief Financial Officer) —$40,000; and Senior 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 2024, the Company also provided each NEO with access to one or more of our private clubs through our quality assessment program, 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 Company’s Executive Perquisite Fund Program if within the NEO’s allowance under that program.

  107. Summary Compensation Table for Fiscal 2024

    | | 2024 Proxy Statement | 59 |

  108. Summary Compensation Table for Fiscal 2024

    | EXECUTIVE COMPENSATION | Table of Contents |

  109. Grants of Plan-Based Awards in Fiscal 2024

    Grants of Plan-Based Awards in Fiscal 2024 The following table shows certain information regarding grants of plan-based awards to the NEOs during fiscal 2024:

  110. Grants of Plan-Based Awards in Fiscal 2024

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(#)(6) | All Other Option/SAR Awards: Number of Securities Underlying Options/ SARs (#)(7) | Exercise or Base Price of Option/ SAR Awards ($/Sh) | Grant Date Fair Value of Stock and Option Name Awards ($)(8) | | Name | Grant Date(1) | Threshold ($)(3) | Target ($)(4) | Maximum ($)(5) | | | | | | Kirsten A. Lynch | | — | 1,091,800 | 2,183,600 | — | — | — | — | | | 9/29/2023 | — | — | — | 12,008 | — | n/a | 2,456,356 | | | 9/29/2023 | — | — | — | — | 44,111 | 244.08 | 2,456,542 | | Robert A. Katz | | — | — | — | — | — | — | — | | | 9/29/2023 | — | — | — | 2,668 | — | n/a | 545,766 | | | 9/29/2023 | — | — | — | — | 8,849 | 221.89 | 545,895 | | Angela A. Korch | | — | 442,500 | 1,150,500 | — | — | — | — | | | 9/29/2023 | — | — | — | 3,586 | — | n/a | 733,552 | | | 9/29/2023 | — | — | — | — | 11,894 | 221.89 | 733,741 | | William C. Rock | | — | 386,250 | 1,004,250 | — | — | — | — | | | 9/29/2023 | — | — | — | 2,517 | — | n/a | 514,878 | | | 9/29/2023 | — | — | — | — | 8,348 | 221.89 | 514,988 | | David T. Shapiro | | — | — | — | — | — | — | — | | | 9/29/2023 | — | — | — | 4,356 | — | n/a | 891,063 | | | 9/29/2023 | — | — | — | — | 14,444 | 221.89 | 891,050 | | Gregory J. Sullivan | | — | 220,353 | 572,917 | — | — | — | — | | | 9/29/2023 | — | — | — | 1,104 | — | n/a | 255,834 | | | 9/29/2023 | — | — | — | — | 3,663 | 221.89 | 255,970 |

  111. Grants of Plan-Based Awards in Fiscal 2024

    (1)With respect to equity awards, such awards were approved by the Compensation Committee of the Board on September 27, 2023, with a grant date of September 29, 2023, which is the first business day after the public release of earnings for the previous fiscal year. (2)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 2024, 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. As the Executive Chairperson, Mr. Katz was not eligible to receive an MIP award in fiscal 2024. (3)The Threshold amount is based on the MIP’s minimum target funding level based upon no achievement of Resort Reported EBITDA targets for fiscal 2024, with the resulting funding applied to the NEO’s target percentage of base salary and then paid out at the 50% threshold level for individual performance (other than for Ms. Lynch, whose MIP awards are tied entirely to corporate performance). (4)The Target amount is based on the MIP’s target funding level of 100% upon achievement by the Company of 100% of certain Resort Reported EBITDA targets for fiscal 2024, 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 Ms. Lynch, whose MIP awards are tied entirely to corporate performance). (5)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 Reported EBITDA targets for fiscal 2024, 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 Ms. Lynch, whose MIP awards are tied entirely to corporate performance).

  112. Grants of Plan-Based Awards in Fiscal 2024

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  113. Grants of Plan-Based Awards in Fiscal 2024

    | Table of Contents | EXECUTIVE COMPENSATION |

  114. Grants of Plan-Based Awards in Fiscal 2024

    (6)Represents RSUs that vest in three equal annual installments beginning on the first anniversary of the grant date. The grants were made pursuant to the 2015 Plan. (7)Represents SARs that vest in three equal annual installments beginning on the first anniversary of the grant date. The exercise price of each SAR is equal to the closing price of our common stock on the grant date, except in the case of the SARs award value granted to Ms. Lynch for which the exercise price was 110% of the closing price of our common stock on the grant date. 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. (8)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 14 to our audited financial statements for fiscal 2024, which are included in our Annual Report.

  115. Outstanding Equity Awards at Fiscal 2024 Year-End

    Outstanding Equity Awards at Fiscal 2024 Year-End The following table shows certain information regarding outstanding equity awards held by the NEOs as of July 31, 2024:

  116. Outstanding Equity Awards at Fiscal 2024 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) | | Kirsten A. Lynch | 13,169 (SARs) | — | 107.42 | 9/25/2025 | — | — | | | 7,458 (SARs) | — | 160.56 | 9/23/2026 | — | — | | | 6,851 (SARs) | — | 228.04 | 9/27/2027 | — | — | | | 7,137 (SARs) | — | 286.13 | 9/27/2028 | — | — | | | 12,364 (SARs) | — | 236.15 | 9/25/2029 | — | — | | | 13,765 (SARs) | — | 225.26 | 9/25/2030 | — | — | | | 8,161 (SARs) | — | 247.79 | 9/25/2030 | — | — | | | 16,850 (SARs) | 8,425 (SARs) | 387.04 | 9/24/2031 | — | — | | | 15,708 (SARs) | 31,417 (SARs) | 234.91 | 9/29/2032 | — | — | | | — | 44,111 (SARs) | 244.08 | 9/29/2033 | — | — | | | — | — | — | — | 2,209 | 402,060 | | | — | — | — | — | 8,068 | 1,468,457 | | | — | — | — | — | 12,008 | 2,185,576 | | Robert A. Katz | 18,527 (SARs) | — | 107.42 | 9/25/2025 | — | — | | | 42,385 (SARs) | — | 134.28 | 9/25/2025 | — | — | | | 45,528 (SARs) | — | 200.70 | 9/23/2026 | — | — | | | 14,814 (SARs) | — | 285.05 | 9/27/2027 | — | — | | | 11,727 (SARs) | — | 357.66 | 9/27/2028 | — | — | | | 22,827 (SARs) | — | 295.19 | 9/25/2029 | — | — | | | 21,371 (SARs) | — | 247.79 | 9/25/2030 | — | — | | | 19,156 (SARs) | — | 247.79 | 9/25/2030 | — | — | | | 3,371 (SARs) | 1,686 (SARs) | 351.85 | 9/24/2031 | — | — | | | 3,121 (SARs) | 6,244 (SARs) | 213.55 | 9/29/2032 | — | — | | | — | 8,849 (SARs) | 221.89 | 9/29/2033 | — | — | | | — | — | — | — | 491 | 89,367 | | | — | — | — | — | 1,793 | 326,344 | | | — | — | — | — | 2,668 | 485,603 |

  117. Outstanding Equity Awards at Fiscal 2024 Year-End

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  118. Outstanding Equity Awards at Fiscal 2024 Year-End

    | Table of Contents | EXECUTIVE COMPENSATION |

  119. Outstanding Equity Awards at Fiscal 2024 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) | | Angela A. Korch | 1,666 (SARs) | 3,334 (SARs) | 262.31 | 2/01/2033 | — | — | | | — | 11,894 (SARs) | 221.89 | 9/29/2033 | — | — | | | — | — | — | — | 1,762 | 320,702 | | | — | — | — | — | 3,586 | 652,688 | | William C. Rock | 2,112 (SARs) | — | 107.42 | 9/25/2025 | — | — | | | 2,946 (SARs) | — | 160.56 | 9/23/2026 | — | — | | | 3,041 (SARs) | — | 228.04 | 9/27/2027 | — | — | | | 2,475 (SARs) | — | 286.13 | 9/27/2028 | — | — | | | 4,288 (SARs) | — | 236.15 | 9/25/2029 | — | — | | | 4,774 (SARs) | — | 225.26 | 9/25/2030 | — | — | | | 1,685 (SARs) | 843 (SARs) | 351.85 | 9/24/2031 | — | — | | | 1,560 (SARs) | 3,122 (SARs) | 213.55 | 9/29/2032 | — | — | | | — | 8,348 (SARs) | 221.89 | 9/29/2033 | — | — | | | — | — | — | — | 246 | 44,774 | | | — | — | — | — | 896 | 163,081 | | | — | — | — | — | 2,517 | 458,119 | | David T. Shapiro | — | — | — | — | — | — | | Gregory J. Sullivan | 3,260 (SARs) | — | 157.62 | 11/01/2016 | — | — | | | 2,202 (SARs) | — | 228.04 | 9/27/2027 | — | — | | | 1,792 (SARs) | — | 286.13 | 9/27/2028 | — | — | | | 3,599 (SARs) | — | 236.15 | 9/25/2029 | — | — | | | 4,007 (SARs) | — | 225.26 | 9/25/2030 | — | — | | | 1,264 (SARs) | 632 (SARs) | 351.85 | 9/24/2031 | — | — | | | 1,292 (SARs) | 2,585 (SARs) | 213.55 | 9/29/2032 | — | — | | | — | 3,663 (SARs) | 221.89 | 9/29/2033 | — | — | | | — | — | — | — | 184 | 33,490 | | | — | — | — | — | 742 | 135,051 | | | — | — | — | — | 1,104 | 200,939 |

  120. Outstanding Equity Awards at Fiscal 2024 Year-End

    (1)Represents exercisable or unexercisable SARs that vest in three equal annual installments beginning on the first anniversary of the grant date, except for the Premium SARs granted to Mr. Katz and Ms. Lynch on September 25, 2020 which vested in full on the first anniversary of the grant date. 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.

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    | EXECUTIVE COMPENSATION | Table of Contents |

  123. Outstanding Equity Awards at Fiscal 2024 Year-End

    (2)The grant dates and vesting dates of each unexercisable SAR award as of July 31, 2024 are as follows:

  124. Outstanding Equity Awards at Fiscal 2024 Year-End

    | Name | Number of Unexercisble SARs | Grant Date | Vesting Schedule of Original Total Grant | Vesting Date (date award is vested in full) | | Kirsten A. Lynch | 8,425 | September 24, 2021 | Equal annual installments over a three-year period beginning on anniversary of the grant date. | September 24, 2024 | | | 31,417 | September 29, 2022 | Equal annual installments over a three-year period beginning on anniversary of the grant date. | September 29, 2025 | | | 44,111 | September 29, 2023 | Equal annual installments over a three-year period beginning on anniversary of the grant date. | September 29, 2026 | | Robert A. Katz | 1,686 | September 24, 2021 | Equal annual installments over a three-year period beginning on anniversary of the grant date. | September 24, 2024 | | | 6,244 | September 29, 2022 | Equal annual installments over a three-year period beginning on anniversary of the grant date. | September 29, 2025 | | | 8,849 | September 29, 2023 | Equal annual installments over a three-year period beginning on anniversary of the grant date. | September 29, 2026 | | Angela A. Korch | 3,334 | February 1, 2023 | Equal annual installments over a three-year period beginning on anniversary of the grant date. | February 1, 2026 | | | 11,894 | September 29, 2023 | Equal annual installments over a three-year period beginning on anniversary of the grant date. | September 29, 2026 | | William C. Rock | 843 | September 24, 2021 | Equal annual installments over a three-year period beginning on anniversary of the grant date. | September 24, 2024 | | | 3,122 | September 29, 2022 | Equal annual installments over a three-year period beginning on anniversary of the grant date. | September 29, 2025 | | | 8,348 | September 29, 2023 | Equal annual installments over a three-year period beginning on anniversary of the grant date. | September 29, 2026 | | David T. Shapiro | — | — | — | — | | Gregory J. Sullivan | 632 | September 24, 2021 | Equal annual installments over a three-year period beginning on anniversary of the grant date. | September 24, 2024 | | | 2,585 | September 29, 2022 | Equal annual installments over a three-year period beginning on anniversary of the grant date. | September 29, 2025 | | | 3,663 | September 29, 2023 | Equal annual installments over a three-year period beginning on anniversary of the grant date. | September 29, 2026 |

  125. Outstanding Equity Awards at Fiscal 2024 Year-End

    (3)The exercise price of each SAR is equal to the closing price of our common stock on the grant date, except for: the Premium SARs granted to Ms. Lynch with an exercise price of $387.04, $234.91, and $244.08, which is equal to 110% of the closing price of our common stock on the grant date; the Premium SARs granted to Mr. Katz with exercise prices of $134.28, $200.70, $285.05, $357.66, and $295.19, which are equal to 125% of the closing price of our common stock on the grant date; and the Premium SARs granted to Mr. Katz and Ms. Lynch on September 25, 2020, with an exercise price of $247.79, which is equal to 110% of the closing price of our common stock on the grant date. (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 grant date.

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    | Table of Contents | EXECUTIVE COMPENSATION |

  128. Outstanding Equity Awards at Fiscal 2024 Year-End

    (5)The grant dates and vesting dates of RSUs that have not vested as of July 31, 2024 are as follows:

  129. Outstanding Equity Awards at Fiscal 2024 Year-End

    | Name | Number of Unexercisble RSUs | Grant Date | Vesting Schedule of Original Total Grant | Vesting Date (date award is vested in full) | | Kirsten A. Lynch | 2,209 | September 24, 2021 | Equal annual installments over a three-year period beginning on anniversary of the grant date. | September 24, 2024 | | | 8,068 | September 29, 2022 | Equal annual installments over a three-year period beginning on anniversary of the grant date. | September 29, 2025 | | | 12,008 | September 29, 2023 | Equal annual installments over a three-year period beginning on anniversary of the grant date. | September 29, 2026 | | Robert A. Katz | 491 | September 24, 2021 | Equal annual installments over a three-year period beginning on anniversary of the grant date. | September 24, 2024 | | | 1,793 | September 29, 2022 | Equal annual installments over a three-year period beginning on anniversary of the grant date. | September 29, 2025 | | | 2,668 | September 29, 2023 | Equal annual installments over a three-year period beginning on anniversary of the grant date. | September 29, 2026 | | Angela A. Korch | 1,762 | February 1, 2023 | Equal annual installments over a three-year period beginning on anniversary of the grant date. | February 1, 2026 | | | 3,586 | September 29, 2023 | Equal annual installments over a three-year period beginning on anniversary of the grant date. | September 29, 2026 | | William C. Rock | 246 | September 24, 2021 | Equal annual installments over a three-year period beginning on anniversary of the grant date. | September 24, 2024 | | | 896 | September 29, 2022 | Equal annual installments over a three-year period beginning on anniversary of the grant date. | September 29, 2025 | | | 2,517 | September 29, 2023 | Equal annual installments over a three-year period beginning on anniversary of the grant date. | September 29, 2026 | | David T. Shapiro | — | — | — | — | | Gregory J. Sullivan | 184 | September 24, 2021 | Equal annual installments over a three-year period beginning on anniversary of the grant date. | September 24, 2024 | | | 742 | September 29, 2022 | Equal annual installments over a three-year period beginning on anniversary of the grant date. | September 29, 2025 | | | 1,104 | September 29, 2023 | Equal annual installments over a three-year period beginning on anniversary of the grant date. | September 29, 2026 |

  130. Outstanding Equity Awards at Fiscal 2024 Year-End

    (a)The fair market value of these unvested RSU awards was determined based on the closing price of our common stock of $182.01 per share on July 31, 2024, multiplied by the number of units.

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    | EXECUTIVE COMPENSATION | Table of Contents |

  133. Option Exercises and Stock Vested in Fiscal 2024

    Option Exercises and Stock Vested in Fiscal 2024 The following table shows for fiscal 2024 certain information regarding SAR exercises and stock vested during the last fiscal year with respect to the NEOs:

  134. Option Exercises and Stock Vested in Fiscal 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(3) | | Kirsten A. Lynch | — | — | 7,378 | 1,710,831 | | Robert A. Katz | — | — | 2,952 | 699,525 | | Angela A. Korch | — | — | 880 | 195,404 | | William C. Rock | — | — | 807 | 186,988 | | David T. Shapiro | 5,095 | 82,845 | 3,050 | 711,475 | | Gregory J. Sullivan | — | — | 651 | 150,623 |

  135. Option Exercises and Stock Vested in Fiscal 2024

    (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. (2)The aggregate dollar value realized upon the exercise of options/SARs was computed by multiplying the difference between the market price of the Company’s common stock on the exercise date and the exercise price for the award by the number of awards exercised. (3)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. As the vesting dates fell on a Saturday or Sunday, the most recent business date closing price was used.

  136. 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.

  137. Nonqualified Deferred Compensation for Fiscal 2024

    Nonqualified Deferred Compensation for Fiscal 2024 Although the Company maintains certain deferred compensation arrangements, none of the NEOs participated in such arrangements in fiscal 2024 or otherwise had any earned or awarded benefit under any such deferred compensation arrangement for any prior fiscal year.

  138. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control The employment agreement with Ms. Lynch and the Company’s executive severance policy, which applies to Messrs. Katz, Rock, and Sullivan and Ms. Korch, require us to provide certain compensation in the event of certain terminations of employment or upon a change in control of the Company. 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 if (i) the successor corporation does not assume or substitute such award or (ii) the executive’s employment is terminated without Cause within the 12-month period following the change in control of the Company. In accordance with the employment agreement with Ms. Lynch, if she breaches the post-employment non-competition or non-solicitation covenants to which she is subject, then she must promptly reimburse the Company for any severance payments received from, or payable by, the Company. Under the terms of the Company's executive severance policy, the Company may terminate the executive at any time with or without Cause. If the executive’s employment is terminated without Cause or terminated by the executive for Good Reason in connection with or outside of a Change in Control (each, as defined below), then the executive will be entitled, in exchange for a signed release, to receive compensation in the amounts and under the circumstances described below. The amount of severance received under the Company's executive severance policy varies according to the executive’s grade and title. In general, covered executive employees are entitled to receive the following severance amounts under the Company's executive severance policy in the event of termination of employment of the covered executive by the Company without Cause or termination of employment by a covered executive for Good Reason: (i) for qualifying terminations occurring without a change in control, the covered executive is entitled to one year of base salary (two years of base salary in the case of the CEO), (ii) for qualifying terminations following a change in control, (A) the CEO is entitled to receive two years of base salary plus an amount equal to the most recent bonus paid to the CEO, (B) executive vice presidents, senior executive vice presidents, and division presidents are each entitled to receive one year of base salary plus an amount equal to the most recent bonus paid to the executive and (C) vice presidents and senior vice presidents are entitled to receive one year of base salary.

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    | EXECUTIVE COMPENSATION | Table of Contents |

  141. Potential Payments Upon Termination or Change-in-Control

    Under the terms of the Company's executive severance policy and Ms. Lynch’s employment agreement, “Cause” is generally defined as (i) any conduct related to the Company involving gross negligence, gross mismanagement, or the unauthorized disclosure of confidential information or trade secrets; (ii) dishonesty or a violation of the Company’s Code of Ethics and Business Conduct that has or reasonably could be expected to result in a detrimental impact on the reputation, goodwill, or business position of any of the Companies; (iii) gross obstruction of business operations or illegal or disreputable conduct by executive that impairs or reasonably could be expected to impair the reputation, goodwill, or business position of any of the Companies, and any acts that violate any policy of the Company relating to discrimination or harassment; (iv) commission of a felony or a crime involving moral turpitude or the entrance of a plea of guilty or nolo contendere to a felony or a crime involving moral turpitude; or (v) any action involving a material breach of the terms of the employment agreement including material inattention to or material neglect of duties that executive has not have remedied within 30 days after receiving written notice from the Board specifying the details thereof. “Good Reason” is defined under the terms of the Company's executive severance policy as (i) the Company has decreased the executive’s then current base salary, (ii) the executive is directed to relocate their principal office more than 50 miles without their consent, and/or (iii) the Company has effected a material diminution in the executive’s reporting responsibilities, authority, or duties as in effect immediately prior to such change; provided, however, that executive does not have the right to terminate executive’s employment agreement for Good Reason unless: (A) executive has provided notice to the Company of any of the foregoing conditions within 90 days of the initial existence of the condition; (B) the Company has been given at least 30 days after receiving such notice to cure such condition (other than if Good Reason is due to a Change in Control); and (C) executive actually terminates employment within six months following the initial existence of the condition. “Good Reason” is defined under the terms of Ms. Lynch’s employment agreement as (i) the Company has breached its obligations under the employment agreement in any material respect, (ii) the Company has decreased executive’s then current base salary, (iii) executive is directed to relocate executive’s principal office more than 30 miles from Interlocken Business Park without consent, and/or (iv) the Company has effected a material diminution in executive’s reporting responsibilities, authority, or duties as in effect immediately prior to such change; provided, however, that executive does not have the right to terminate executive’s employment agreement for Good Reason unless: (A) executive has provided notice to the Company of any of the foregoing conditions within 90 days of the initial existence of the condition; (B) the Company has been given at least 30 days after receiving such notice to cure such condition (other than if Good Reason is due to a Change in Control); and (C) executive actually terminates employment within six months following the initial existence of the condition. “Change in Control” is defined under the terms of the Company's executive severance policy and Ms. Lynch's employment agreement as an event or series of events by which: (A) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent, or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of 35% or more of the equity securities of the Company entitled to vote for members of the Board or equivalent governing body of the Company on a fully-diluted basis; or (B) during any period of twenty four consecutive months, a majority of the members of the Board or other equivalent governing body of the Company cease to be composed of individuals (1) who were members of that Board or equivalent governing body on the first day of such period, (2) whose election or nomination to that Board or equivalent governing body was approved by individuals referred to in clause (1) above constituting at the time of such election or nomination at least a majority of that Board or equivalent governing body, or (3) whose election or nomination to that Board or other equivalent governing body was approved by individuals referred to in clauses (1) and (2) above constituting at the time of such election or nomination at least a majority of that Board or equivalent governing body (excluding, in the case of both clause (2) and clause (3), any individual whose initial nomination for, or assumption of office as, a member of that Board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board); or (C) any person or two or more persons acting in concert shall have acquired, by contract or otherwise, control over the equity securities of the Company entitled to vote for members of the Board or equivalent governing body of the Company on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right) representing 51% or more of the combined voting power of such securities; or (D)the Company sells or transfers (other than by mortgage or pledge) all or substantially all of its properties and assets to, another “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act).

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    | Table of Contents | EXECUTIVE COMPENSATION |

  144. Potential Payments Upon Termination or Change-in-Control

    The amounts shown in the tables below are estimates of the value of the payments and benefits each of our NEOs.

  145. 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 our CEO, 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. We determined our median employee as of July 31, 2024, which is the last day of our fiscal 2024. On July 31, 2024, we had 16,021 employees, approximately 7,600 of which were year-round employees and 8,300 of which were seasonal employees. To identify the “median employee” for the purposes of this disclosure, we analyzed the compensation that we paid to each of those individuals for the 12-month period ending on July 31, 2024. 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, 2024 or June 30, 2024 in the case of Australian employees, 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 using the conversion rate CAD$1.0000 to USD$0.7243 as of July 31, 2024. For our Australian employees, the rate of pay was converted using the conversion rate of AUD$1.0000 to USD$0.6540 as of July 31, 2024. For our Swiss employees, the rate of pay was converted using the conversion rate CHF$1.0000 to USD$1.1392 as of July 31, 2024. No cost-of-living adjustments were made. Total Annual Compensation of our CEO in fiscal 2024 was $6,288,586 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 $29,019, this results in a pay ratio of 217:1. 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 the compensation that we paid to each of those individuals for the 12-month period ending on July 31, 2024. We considered each employee’s “compensation” to consist of (i) the employee’s total gross earnings for the 12-month period ending July 31, 2024 or June 30, 2024 in the case of Australian employees, 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 dollar, Australian dollar and Swiss franc 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 2024 of $6,288,586 when compared to the total annualized compensation for the median employee selected for this supplemental disclosure as of July 31, 2024 of $56,109, results in a pay ratio of 112:1.

  146. Pay Ratio Disclosure

    | | 2024 Proxy Statement | 73 |

  147. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(v) of Regulation S-K, we are providing the following disclosure regarding the relationship between executive compensation actually paid (as defined by SEC rule) for each person serving as our principal executive officer (“PEO”) and our other NEOs on an average basis (Non-PEO NEOs) and certain Company financial performance metrics for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, please see “Compensation Discussion and Analysis” beginning on page 43.

  148. PAY VERSUS PERFORMANCE

    | | | | | | | | Value of Initial Fixed $100 Investment based on:(4) | | | | | Year | Summary Compensation Table Total for Robert A. Katz ($)(1) | Summary Compensation Table Total for Kirsten A. Lynch ($)(1) | Compensation Actually Paid to Robert A. Katz ($)(1),(2),(3) | Compensation Actually Paid to Kirsten A. Lynch ($)(1),(2),(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1),(2),(3) | TSR ($) | Peer Group TSR ($) | Net Income ($ in millions) | Resort Reported EBITDA ($ in millions)(5) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | 2024 | — | 6,288,586 | — | 1,736,532 | 1,835,292 | 516,440 | 104.32 | 163.63 | 246.3 | 825.1 | | 2023 | — | 6,195,302 | — | 7,161,467 | 1,648,434 | 1,079,735 | 129.51 | 157.45 | 285.1 | 834.8 | | 2022 | 2,022,454 | 6,609,628 | 1,866,128 | 4,684,527 | 2,275,391 | 1,588,826 | 126.04 | 119.65 | 368.3 | 836.9 | | 2021 | 3,814,789 | — | 8,379,431 | — | 2,116,605 | 4,304,689 | 158.93 | 146.93 | 124.5 | 544.7 |

  149. PAY VERSUS PERFORMANCE

    (1)Robert A. Katz was our PEO from August 1, 2020 to November 1, 2021. Kirsten Lynch was our PEO from November 1, 2021 to the present. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  150. PAY VERSUS PERFORMANCE

    | 2021 | 2022 | 2023 | 2024 | | Michael Z. Barkin | Michael Z. Barkin | Michael Z. Barkin | Robert A. Katz | | Patricia A. Campbell | Ryan Bennett | Ryan Bennett | Angela A. Korch | | Kirsten A. Lynch | David T. Shapiro | Robert A. Katz | William C. Rock | | James C. O'Donnell | James C. O'Donnell | Angela A. Korch | David T. Shapiro | | David T. Shapiro | | James C. O'Donnell | Gregory J. Sullivan | | | | David T. Shapiro | |

  151. PAY VERSUS PERFORMANCE

    (2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the amounts reported in the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3)Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs computed in accordance with Item 402(v) of Regulation S-K as set forth below. Adjusted equity values are calculated in accordance with FASB ASC Topic 718. The same valuation methodologies to create the underlying assumptions were used to calculate the fair values of equity awards as those disclosed at the time of grant. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. The Company did not have a defined benefit pension plan in the covered years, so no pension adjustments were made.

  152. PAY VERSUS PERFORMANCE

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    | Table of Contents | PAY VERSUS PERFORMANCE |

  154. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for Kirsten A. Lynch ($) | Exclusion of Stock Awards and Option Awards for Kirsten A. Lynch ($) | Inclusion of Adjusted Equity Values for Kirsten A. Lynch ($) | Total Compensation Actually Paid to Kirsten A. Lynch ($) | | 2024 | 6,288,586 | (4,912,898) | 360,844 | 1,736,532 | | 2023 | 6,195,302 | (4,769,816) | 5,735,981 | 7,161,467 | | 2022 | 6,609,628 | (4,499,972) | 2,574,871 | 4,684,527 |

  155. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for Robert A. Katz ($) | Exclusion of Stock Awards and Option Awards for Robert A. Katz ($) | Inclusion of Adjusted Equity Values for Robert A. Katz ($) | Total Compensation Actually Paid to Robert A. Katz ($) | | 2022 | 2,022,454 | (999,833) | 843,507 | 1,866,128 | | 2021 | 3,814,789 | (2,971,795) | 7,536,437 | 8,379,431 |

  156. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Adjusted Equity Values for Non-PEO NEOs ($) | Total Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 1,835,292 | (1,164,547) | (154,305) | 516,440 | | 2023 | 1,648,434 | (977,487) | 408,788 | 1,079,735 | | 2022 | 2,275,391 | (1,331,959) | 645,394 | 1,588,826 | | 2021 | 2,116,605 | (1,495,765) | 3,683,849 | 4,304,689 |

  157. PAY VERSUS PERFORMANCE

    The amounts in the Inclusion of Adjusted Equity Values in the tables above are derived from the amounts set forth in the following tables:

  158. PAY VERSUS PERFORMANCE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Kirsten A. Lynch ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Kirsten A. Lynch ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Kirsten A. Lynch ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Kirsten A. Lynch ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Kirsten A. Lynch ($) | Total - Inclusion of Adjusted Equity Values for Kirsten A. Lynch ($) | | 2024 | 3,138,755 | (2,258,375) | — | (519,536) | — | 360,844 | | 2023 | 6,048,457 | 6,587 | — | (319,063) | — | 5,735,981 | | 2022 | 2,575,970 | (845,576) | — | 844,477 | — | 2,574,871 |

  159. PAY VERSUS PERFORMANCE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Robert A. Katz ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Robert A. Katz ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Robert A. Katz ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Robert A. Katz ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Robert A. Katz ($) | Total - Inclusion of Adjusted Equity Values for Robert A. Katz ($) | | 2022 | 570,565 | (1,250,375) | — | 1,523,317 | — | 843,507 | | 2021 | 5,624,664 | 1,541,752 | — | 370,021 | — | 7,536,437 |

  160. PAY VERSUS PERFORMANCE

    | | 2024 Proxy Statement | 75 |

  161. PAY VERSUS PERFORMANCE

    | PAY VERSUS PERFORMANCE | Table of Contents |

  162. PAY VERSUS PERFORMANCE

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Adjusted Equity Values for Non-PEO NEOs ($) | | 2024 | 524,212 | (233,159) | — | (94,818) | (350,540) | (154,305) | | 2023 | 900,201 | (189) | — | (150,012) | (341,212) | 408,788 | | 2022 | 760,099 | (494,312) | — | 379,607 | — | 645,394 | | 2021 | 2,633,281 | 873,537 | — | 177,031 | — | 3,683,849 |

  163. PAY VERSUS PERFORMANCE

    (4)The Peer Group Total Shareholder Return (“TSR”) set forth in this table utilizes the Dow Jones U.S. Travel & Leisure Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended July 31, 2024. The comparison assumes $100 was invested for the period starting July 31, 2020, through the end of the listed year in the Company and in the Dow Jones U.S. Travel and Leisure Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5)We determined Resort Reported EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2024. Resort Reported EBITDA is a non-GAAP financial measure, calculated as earnings before interest, taxes, depreciation, and amortization, as reported for our Mountain and Lodging segments combined. For a reconciliation of the differences between Resort Reported EBITDA and the most directly comparable GAAP financial measure, see Appendix A of this proxy statement. This performance measure may not have been the most important financial performance measure in prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years.

  164. PAY VERSUS PERFORMANCE

    | 76 | 2024 Proxy Statement | |

  165. PAY VERSUS PERFORMANCE

    | Table of Contents | PAY VERSUS PERFORMANCE |

  166. Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Company TSR

    Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Company TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the cumulative TSR over the four most recently completed fiscal years for the Company and the Dow Jones U.S. Travel & Leisure Index.

  167. Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Company TSR

    | | 2024 Proxy Statement | 77 |

  168. Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Company TSR

    | PAY VERSUS PERFORMANCE | Table of Contents |

  169. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the four most recently completed fiscal years.

  170. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    | 78 | 2024 Proxy Statement | |

  171. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    | Table of Contents | PAY VERSUS PERFORMANCE |

  172. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Resort Reported EBITDA

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Resort Reported EBITDA The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Resort Reported EBITDA during the four most recently completed fiscal years.

  173. 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 and broker non-votes 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

  174. Proposal 1—Election of Directors

    | | 2024 Proxy Statement | 95 |

  175. Proposal 1—Election of Directors

    | QUESTIONS AND ANSWERS | Table of Contents |

  176. Proposal 1—Election of Directors

    or reject the resignation, or whether to take other action. The Board will promptly publicly disclose its decision regarding the director’s resignation.