DEF 14A of Pursuit Attractions & Hospitality, Inc.
Filed Apr 9, 2025 · FY20240000950170-25-052380
Notice of 2025 Annual Meeting of Shareholders
| Option Exercises and Stock Vested For Fiscal Year Ended December 31, 2024 | 58 | | Pension Benefits for Fiscal Year Ended December 31, 2024 | 58 | | Non-Qualified Deferred Compensation for Fiscal Year Ended December 31, 2024 | 59 | | Potential Payments Upon Employment Termination or Change in Control | 59 |
Notice of 2025 Annual Meeting of Shareholders
| Securities Authorized for Issuance Under Equity Compensation Plans | 66 | | CEO Pay Ratio | 67 | | Pay Versus Performance | 68 | | Audit Committee Report for the Year Ended December 31, 2024 | 73 | | Proposal 2: Ratification of the Selection of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 2025 | 75 | | Audit Committee Pre-Approval Policy | 75 | | Fees and Services of Independent Registered Public Accounting Firm | 76 | | Proposal 3: Advisory Approval of Named Executive Officer Compensation | 77 | | General Information About the Annual Meeting | 78 | | Who Can Vote | 78 | | Board Recommendations on Proposals | 78 | | Voting Requirements | 79 | | Participation in the Annual Meeting | 79 | | Voting Your Proxy | 80 | | Eliminating Duplicative Proxy Materials | 80 | | Other Business | 81 | | Solicitation of Proxies | 81 | | How to Vote | 81 | | Revoking Your Proxy | 82 | | Submission of Shareholder Proposals and Director Nominations | 83 | | Availability of Materials | 84 | | References to “we,” “us,” “our,” “the Company,” and “Pursuit” refer to Pursuit Attractions and Hospitality, Inc. and its subsidiaries. All references to “years,” unless otherwise noted, refer to our fiscal year, which ends on December 31. | |
Director Nominees
Director Nominees Our Corporate Governance and Nominating Committee recommended, and our Board of Directors nominated, incumbent directors Beverly K. Carmichael, Denise M. Coll and David W. Barry as Class III directors, Brian P. Cassidy as a Class II director and Jill H. Bright as a Class I director, each for election at the Annual Meeting. Each of the director nominees, other than Mr. Barry, is independent under the New York Stock Exchange (“NYSE”) listing standards, applicable SEC rules and regulations, and our Corporate Governance Guidelines (the “Guidelines”). If elected, each nominee has agreed to serve another term. If elected, (i) the terms of Ms. Carmichael, Ms. Coll and Mr. Barry will expire at the 2028 annual meeting, (ii) Mr. Cassidy’s term will expire at the 2027 annual meeting and (iii) Ms. Bright’s term will expire at the 2026 annual meeting. There are no family relationships among any of our directors, director nominees, or executive officers.
Director Nominees
| Board Recommendation The Board recommends that you vote “FOR” the election of these director nominees. |
Director Nominees
| 10 | Pursuit 2025 PROXY STATEMENT | |
Nominees for Election as Director
Nominees for Election as Director The following sets forth information regarding each director and director nominee as of March 25, 2025. Class III Director Nominees for Election for a Term Expiring at the 2028 Annual Meeting of Shareholders
Nominees for Election as Director
| Age 66 Director since 2022 Other Directorships: • Cintas Corporation • Cotton Patch Café Pursuit Committees • Corporate Governance and Nominating (Chair) • Human Resources | Beverly K. Carmichael Former EVP – Chief People, Culture & Resource Officer, Red Robin Gourmet Burgers, Inc. | | | From December 2017 to April 2019, Ms. Carmichael served as EVP – Chief People, Culture & Resource Officer of Red Robin Gourmet Burgers, Inc. (NASDAQ: RRGB), a chain of casual dining restaurants. She was also the SVP, Chief People Officer of Cracker Barrel Old Country Store, Inc. (NASDAQ: CBRL), a chain of restaurants and gift stores, from January 2014 to December 2017. She has held similar positions with both Southwest Airlines Co. (NYSE: LUV) and Ticketmaster. Ms. Carmichael has also practiced law with Manatt, Phelps, and Phillips, LLP, one of the nation’s leading law firms, and is an active member of the bars of California, Texas, and the District of Columbia. In January 2024, Ms. Carmichael joined the Board of Directors of Cintas Corporation (NASDAQ: CTAS), a global leader in workplace products and services where she serves on the Compensation Committee and the Nominating and Governance Committee. Since January 2022, Ms. Carmichael has served on the Board of Directors of Cotton Patch Café, a privately-owned restaurant chain serving scratch-made, Texas-inspired food. From March 2023 through March 2024, Ms. Carmichael served on the Board of Directors of ezCater, a trusted provider of corporate food solutions. Beginning in March 2022, Ms. Carmichael served on the Board of Directors of Blue Apron (formerly NYSE: APRN), an ingredient-and-recipe meal kit company, and was a chair of its People, Culture & Compensation Committee, and a member of its Nominating and Corporate Governance Committee, until it was acquired by Wonder Group in November 2023. Previously, she served as a member of the Board of Directors of Leaf Group (formerly NYSE: LEAF), a brand-driven consumer internet company, from July 2018 until it was acquired by Graham Holdings Company (NYSE: GHC) in June 2021, and was chair of its Compensation Committee and a member of its Nominating and Corporate Governance and Audit Committees. Board Qualifications and Skills Ms. Carmichael brings to our Board a combination of depth of experience with world-class hospitality companies and a background in employment law and human resources, which reinforces our focus on one of our most important resources—our people. |
Nominees for Election as Director
| | Pursuit 2025 PROXY STATEMENT | 11 |
Nominees for Election as Director
| Age 71 Director since 2018 Other Directorship: • Ogunquit Playhouse Pursuit Committees • Audit • Human Resources | Denise M. Coll Former President, North America Starwood Hotels & Resorts | | | Ms. Coll served as a member of the Board of Trustees of LaSalle Hotel Properties (formerly NYSE: LHO), a real estate investment trust, from 2013 until it was sold in December 2018. Prior to joining LaSalle, she served as President, North America Division of Starwood Hotels & Resorts Worldwide, Inc., a subsidiary of Marriott International, Inc. (NASDAQ:MAR), a multinational diversified hospitality company. Ms. Coll led Starwood’s largest division with over 500 hotels, from 2007 to 2013, and was Senior Vice President, Operations – North American Division, from 2005 to 2007. Prior to that, she served as Senior Vice President of Seaport Companies, a Boston-based hotel company, from 2003 to 2004, and Chief Operating Officer from 1998 to 2003. Ms. Coll was also Senior Vice President & Area Director of Operations for ITT Sheraton Corporation-North America Division, an international hotel company, from 1995 to 1998, and prior to that, she held various positions within the Sheraton organization with increasing responsibility from 1980 to 1994. She was a member of the Board of Directors of Enlivant, one of the nation’s largest owners and operators of senior living communities, from 2014 through 2023. Ms. Coll is also a Trustee of Simmons College, member of its Finance committee, and Chair of its Facilities Committee, and has also been a member of the National Association of Corporate Directors since 2014. She is a member of the board of directors of the Ogunquit Playhouse, a member of its Nominating and Governance Committee and Educational Task Force, and Vice Chair of its Facilities Committee. She is also Chair of the Board of Trustees of the University of Massachusetts Amherst Foundation and on the Advisory Board of South Boston Catholic Academy. Board Qualifications and Skills Ms. Coll is respected as one of the most successful and seasoned operators in our industry and brings to the Board more than 40 years of experience in the hospitality industry and a strong background in hotel operations, brand creation and management. |
Nominees for Election as Director
| 12 | Pursuit 2025 PROXY STATEMENT | |
Nominees for Election as Director
| Age 62 Director since 2024 | David W. Barry President & Chief Executive Officer | | | Mr. Barry has served as our President and Chief Executive Officer since December 2024. Prior to that, Mr. Barry was President of Pursuit from June 2015 to December 2024. Before joining the Company, Mr. Barry served as Chief Executive Officer and President of Trust Company of America, an independent registered investment adviser custodian, from 2011 to June 2015. From 2007 to 2011, Mr. Barry served as Chief Executive Officer of Alpine/CMH, a helicopter skiing company. Prior to that, Mr. Barry was Chief Operating Officer for all United States resort operations of Intrawest Corporation (formerly NYSE: IDR) (now Alterra Mountain Company), a North American mountain resort and adventure company, from 2004 to 2007. Board Qualifications and Skills Mr. Barry brings to the Board extensive hospitality industry experience and a deep understanding of our business from his long tenure leading Pursuit. |
Nominees for Election as Director
| | Pursuit 2025 PROXY STATEMENT | 13 |
Nominees for Election as Director
Class II Director Nominee for Election for a Term Expiring at the 2027 Annual Meeting of Shareholders
Nominees for Election as Director
| Age 51 Director since 2020 Other Directorships: • Camping World Holdings • WOW! • Journey Beyond • Saber Interactive • Congruex Holding • Framestore/Company 3 • Hornblower Holdings • Digicomm • The Gersh Agency Pursuit Committees • Human Resources | Brian P. Cassidy President and Partner, Crestview Partners | | | Brian Cassidy joined Crestview in 2004 and is president and a partner of the firm, a member of its Investment Committee, and the head of Crestview’s media strategy. Prior to Crestview, Mr. Cassidy worked in private equity at Boston Ventures, investing in the media, entertainment and business services industries. He also worked as the acting Chief Financial Officer of a Boston Ventures’ portfolio company, ec-Content. Previously, Mr. Cassidy was an investment banking analyst at Alex, Brown & Sons, where he advised companies in the consumer and business services sectors on capital markets and M&A transactions. He is currently a member of the board of directors of Camping World Holdings (since March 2011), where he serves as a member of the Compensation Committee, and previously served as a member of the Governance Committee (2016 through 2020) and Audit Committee (2016). Mr. Cassidy has been a member of the board of directors of WOW! since December 2015 and has been a member of the Nominating and Corporate Governance Committee since 2018. Mr. Cassidy serves as a member of the board of directors of Journey Beyond (since July 2024), Saber Interactive (since September 2024), Congruex Holdings (since November 2017), Framestore/Company 3 (since December 2020), Hornblower Holdings (since April 2018), Digicomm (since August 2022), and The Gersh Agency (since April 2023). He was previously involved with TenCate Grass, Charter Communications, Cumulus Media, Insight Communications, Interoute Communications, NEP Group, OneLink Communications, ICM Partners, Industrial Media, and ValueOptions. Board Qualifications and Skills Mr. Cassidy brings to our Board deep experience within the media, entertainment and business services sectors, along with expertise in mergers and acquisitions, corporate finance, and capital markets. |
Nominees for Election as Director
| 14 | Pursuit 2025 PROXY STATEMENT | |
Nominees for Election as Director
Class I Director Nominee for Election for a Term Expiring at the 2026 Annual Meeting of Shareholders
Nominees for Election as Director
| Age 62 Director since 2024 Other Directorships: • WOW! • Interactive Brokers Group, Inc. Pursuit Committees • Human Resources (Chair) • Corporate Governance and Nominating | Jill H. Bright Operating Executive, Crestview Partners | | | Jill H. Bright has been an operating executive at Crestview, a private equity firm, since June 2022. In addition, she has served as Chief Transformation Officer for OneMagnify, a global marketing solutions company, since October 2023. Ms. Bright was the Chief Administrative Officer for LionTree LLC, an M&A advisory firm specializing in the telecom, media and technology sectors, from December 2020 to September 2021. She also served as Executive Vice President of human resources and administration at Sotheby’s, a broker of fine art and rare objects, from July 2017 to March 2020. Ms. Bright has been on the Board and the chair of the compensation committee for WOW!, a telecommunications company and cable operator, since September 2017. In April 2022, she was appointed to the Board of Interactive Brokers Group, Inc., an automated global electronic broker. She was on the Board of Service Express, a Michigan-based data services management firm, from August 2020 to July 2024, and of Simulmedia, a New York-based digital advertising company, from August 2020 to September 2023. Previously, Ms. Bright spent more than 20 years at Condé Nast leading the human resources group for over a decade until her appointment as Chief Administrative Officer in 2010. Board Qualifications and Skills Ms. Bright has an MBA from NYU Stern School of Business, and she adds to the Board a wealth of expertise in human resources and organizational effectiveness. |
Nominees for Election as Director
| | Pursuit 2025 PROXY STATEMENT | 15 |
Directors Continuing In Office
Directors Continuing In Office Class I Director with a Term Expiring at the 2026 Annual Meeting of Shareholders
Directors Continuing In Office
| Age 52 Director since 2015 Other Directorship: • Lifecore Biomedical, Inc. Pursuit Committees • Audit • Corporate Governance and Nominating | Joshua E. Schechter Chairman of the Board | | | Mr. Schechter served as a director of Bed Bath & Beyond Inc. (formerly NASDAQ: BBBY), a retailer of domestic merchandise and home furnishings, from May 2019 through June 2023, as well as a member of its Audit Committee. Mr. Schechter has been a director of the board of Landec Corporation, which subsequently changed its name to Lifecore Biomedical, Inc. (NASDAQ: LFCR), since October 2020, a health and wellness commercialization company, is a member of its Audit Committee, and was the chair of its Nominating and Governance Committee from 2022 to 2024. From June 2016 to September 2021, Mr. Schechter was a director, chairman of the board, and member of the Audit, Nominating, and Corporate Governance Committee of Support.com, which subsequently merged with Greenidge Generation Holdings (NASDAQ: GREE), a provider of cloud-based software and services for technology support. From April 2018 to January 2020, Mr. Schechter was a director and chairman of the board of Sunworks, Inc. (formerly NASDAQ: SUNW), a provider of solar power solutions, as well as a member of its Nominating and Corporate Governance and Audit Committees. From April 2018 to June 2019, Mr. Schechter was a director of Genesco Inc. (NYSE: GCO), a footwear retailer, as well as a member of its Strategic Committee. From 2008 to May 2015, he was a director of Aderans Co., Ltd., a multinational company engaged in hair-related business, and Executive Chairman of its holding company, Aderans America Holdings, Inc. From 2001 to 2013, Mr. Schechter was Managing Director of Steel Partners Ltd., a privately owned hedge fund sponsor, and from 2008 to 2013, he was co-President of Steel Partners Japan Asset Management, LP, a private company offering investment services. Board Qualifications and Skills Together with his managerial and public company board experience, Mr. Schechter’s experience in corporate governance matters, capital markets, acquisitions, and other transactions in a variety of industries provides valuable insight to our Board. |
Directors Continuing In Office
| 16 | Pursuit 2025 PROXY STATEMENT | |
Directors Continuing In Office
Class II Director with a Term Expiring at the 2027 Annual Meeting of Shareholders
Directors Continuing In Office
| Age 56 Director since 2017 Other Directorships: • LCI Industries • Avnet • ISAAC Instruments Pursuit Committees • Audit (Chair) • Corporate Governance and Nominating | Virginia L. Henkels Former Executive Vice President, Chief Financial Officer, and Treasurer, Swift Transportation Company | | | Ms. Henkels served as Executive Vice President, Chief Financial Officer, and Treasurer of Swift Transportation Company, a then-publicly traded transportation services company, where she led numerous capital market transactions, including its 2010 initial public offering, during her tenure from 2008 to 2017. She held various finance and accounting leadership positions with increasing responsibilities since 2004 at Swift Transportation and from 1990 to 2002 at Honeywell International, Inc. (NYSE: HON), a worldwide diversified technology and manufacturing company, including an expatriate international assignment. Ms. Henkels was most recently Chief Financial Officer and Secretary of Empowerment & Inclusion Capital I Corp. (formerly NYSE: EPWR.U), a special-purpose acquisition company from November 2020 to December 2022. Ms. Henkels has served as a director of LCI Industries (NYSE: LCII), a supplier of engineered components to the recreation and industrial products markets, since September 2017, where she serves as the Audit Committee Chair and a member of the Compensation Committee and Risk Committee; Avnet (NYSE: AVT), leading global technology distributor and solutions provider, since August 2024, where she serves on the Audit Committee and the Corporate Governance Committee; and, since March 2023, as a director of ISAAC Instruments, a privately held solutions provider of fleet management technology. From September 2018 through November 2021, Ms. Henkels served as a director and a member of the Audit, Compensation, and Nominating and Governance Committees of Echo Global Logistics, Inc. (formerly NASDAQ: ECHO), a provider of technology-enabled transportation and supply chain management services. Board Qualifications and Skills Ms. Henkels is currently a member of the National Association of Corporate Directors and the Women’s Corporate Director organizations. She is a former CPA and brings to our Board extensive experience in finance, accounting, capital markets, and investor relations as well as experience in strategy development, risk management, mergers and acquisitions, audit, corporate culture, and corporate governance. |
Directors Continuing In Office
| | Pursuit 2025 PROXY STATEMENT | 17 |
Director Compensation
Director Compensation Each non-employee director receives compensation for service on our Board and any of its committees. Directors who are also Pursuit officers or employees receive no special or additional remuneration for service on the Board nor do they serve on any Board committees. Mr. Barry is the only officer-director currently serving on our Board, and Mr. Barry and Steven W. Moster, former President and Chief Executive Officer, were the only officer-directors serving on the Board during 2024. Our directors are subject to the stock ownership guidelines described in the “Stock Ownership Guidelines” subsection of the CD&A section of this Proxy Statement. The Corporate Governance and Nominating Committee regularly reviews the Company’s director compensation program to ensure that it remains competitive in order to retain and attract highly qualified candidates to serve on our Board. This table shows the components of our non-employee directors’ annual compensation for their Board service during 2024.
Director Compensation
| Compensation Components (Annual) | TOTAL ($) | | | Annual Retainer | 65,000 | 1 | | Audit Committee Chair Retainer | 25,000 | 1,2 | | Corporate Governance and Nominating Committee Chair Retainer | 15,000 | 1,2 | | Human Resources Committee Chair Retainer | 20,000 | 1,2 | | Independent Chairman Retainer | 100,000 | 1,2 | | Committee Member Retainers | | | | • Audit | 25,000 | 1 | | • Human Resources | 20,000 | 1 | | • Corporate Governance & Nominating | 15,000 | 1 | | Per Meeting Fee for each Board meeting beyond 8 meetings | 1,500 | | | Annual Restricted Stock Unit (RSU) Grant | 125,000 | 3 |
Director Compensation
1. All cash retainers are paid quarterly in arrears. 2. Committee chairs receive both the retainer for serving as chair and the retainer for their service as a member of such committee. The annual RSU grant is approved each February and vests in full one year from the date of grant. Upon termination, directors who meet certain criteria will receive full vesting of the award.
Director Compensation
| 26 | Pursuit 2025 PROXY STATEMENT | |
Director Compensation
DIRECTOR COMPENSATION The following table shows 2024 non-employee directors’ compensation:
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards1 ($) | All Other Compensation ($) | Total ($) | | (a) | (b) | (c) | (g) | (h) | | Ms. Bright2, 3 | 40,000 | 68,492 | — | 108,492 | | Ms. Carmichael | 100,000 | 125,013 | — | 225,013 | | Mr. Cassidy3 | 85,000 | 125,013 | — | 210,013 | | Ms. Coll | 100,000 | 125,013 | — | 225,013 | | Mr. Dozer4 | 210,000 | 125,013 | — | 335,013 | | Ms. Henkels | 130,000 | 125,013 | — | 255,013 | | Mr. LaValley2, 3 | 40,000 | 125,013 | — | 165,013 | | Edward E. Mace4 | 130,000 | 125,013 | — | 255,013 | | Mr. Schechter | 120,000 | 125,013 | — | 245,013 |
Director Compensation
1. In 2024, in accordance with our director compensation policy, each of the non-employee directors serving as of March 1, 2024 received 3,376 RSUs with a grant date fair value of $37.03 per unit, effective as of the grant date of March 1, 2024. If a non-employee director takes office after the customary February RSU grant, the new director’s RSU grant is pro-rated based on the date of election. As described in footnote 2 below, Ms. Bright’s service as director commenced on August 12, 2024 and she received a pro-rated grant of 2,162 RSUs with a grant date fair value of $32.68 per unit, effective as of the grant date of August 16, 2024. As of December 31, 2024, each of our then-serving non-employee directors held 3,376 RSUs (except Ms. Bright who held 2,162 RSUs) that had not yet vested (as noted below, Mr. Cassidy held his unvested RSUs on behalf of Crestview Advisors, L.L.C.). The grant date fair value of the RSU awards was determined in accordance with FASB ASC 718. See Note 3, “Share-Based Compensation,” to the consolidated financial statements included in our 2024 Annual Report on Form 10-K for the assumptions made in determining these values. 2. On July 17, 2024, the Crestview Parties notified the Board of their intent to remove Patrick T. LaValley as a preferred director. On August 12, 2024, the Crestview Parties appointed Ms. Bright to serve as a preferred director and fill the vacancy created by Mr. LaValley’s departure. Ms. Bright received a pro-rated grant of 2,162 RSUs on August 16, 2024. 3. The stock awards reported in this table for Messrs. Cassidy and LaValley represent RSUs the individuals hold or held on behalf of Crestview Advisors, L.L.C. in respect of their respective service as non-employee directors. Effective as of December 31, 2024, Messrs. Dozer and Mace resigned from the Board.
Director Compensation
| | Pursuit 2025 PROXY STATEMENT | 27 |
Director Compensation
The following table shows the amount of Pursuit common stock beneficially owned at March 25, 2025, unless otherwise noted, by our 5% or greater shareholders and by our named executive officers, directors and executive officers and directors as a group. We have determined beneficial ownership in accordance with SEC rules, and the information is not necessarily indicative of beneficial ownership for any other purpose. To our knowledge, none of the common stock owned by these individuals is subject to any pledge. Unless otherwise indicated, each of the named individuals has sole voting and investment power with respect to the shares shown, other than property rights of spouses. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of our common stock subject to options held by that person that are exercisable as of March 25, 2025, or will become exercisable within 60 days thereafter, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person. Additionally, in computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of our common stock underlying RSU awards that will vest and convert into common stock within 60 days after March 25, 2025, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person.
Director Compensation
| 28 | Pursuit 2025 PROXY STATEMENT | |
Director Compensation
Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Pursuit Attractions and Hospitality, Inc., 1401 17th Street, Suite 1400, Denver, Colorado 80202.
Director Compensation
| Name | Number of Shares Beneficially Owned1 | Percent of Shares Beneficially Owned1 | | 5% Holders | | | | Crestview Partners IV GP, L.P. and affiliated entities 590 Madison Avenue, 42nd Floor, New York, NY 10022 | 6,693,327 2 | 21.2% | | BlackRock, Inc. 55 East 52nd Street, New York, NY 10055 | 3,307,002 3 | 11.7% | | River Road Asset Management, LLC 462 S. 4th St., Ste. 2000, Louisville, KY 40202 | 1,830,472 4 | 6.5% | | Victory Capital Management Inc. 15935 La Cantera Parkway, San Antonio, TX 78256 | 1,761,775 5 | 6.2% | | Directors 6,7 | | | | Jill H. Bright | 2,162 | * | | Beverly K. Carmichael | 12,037 | * | | Brian P. Cassidy 8 | - | * | | Denise M. Coll | 15,913 | * | | Virginia L. Henkels | 21,094 | * | | Joshua E. Schechter | 52,699 | * | | Named Executive Officers 6,7 | | | | David W. Barry | 77,374 | * | | Ellen M. Ingersoll 9 | 195,627 | * | | Leslie Striedel | 17,925 | * | | Steven W. Moster 10 | 427,414 | 1.5% | | Derek P. Linde 11 | 128,473 | * | | Jeffrey A. Stelmach 11 | 39,499 | * | | All Executive Officers and Directors as a Group (11 persons total) | 200,598 | * |
Director Compensation
* Less than 1%. 1. Based on 28,199,647 shares of our common stock outstanding on March 25, 2025. 2. This information is based on a filing by the Crestview Parties on December 31, 2024, with the SEC, on Schedule 13D/A reporting ownership as of December 31, 2024. Crestview Partners IV GP, L.P. (“Crestview GP”), as the general partner of the private investment funds that are members of the Crestview Parties, had shared voting and dispositive power over 6,693,327 shares of common stock, (ii) Crestview IV VC TE Holdings, LLC had shared voting and dispositive power over 215,214 shares of common stock, (iii) Crestview IV VC Holdings, L.P. had shared voting and dispositive power over 6,264,355 shares of common stock, (iv) Crestview IV VC CI Holdings, L.P. had shared voting and dispositive power over 194,665 shares of common stock and (v) Crestview Advisors, L.L.C. (“Crestview Advisors”) had shared voting and dispositive power over 19,093 shares of common stock. The shares beneficially owned by Crestview Advisors includes shares underlying vested RSUs awarded to Brian P. Cassidy and former preferred directors appointed by the Crestview Parties that have assigned their right, title and interest in RSUs granted to them in connection with their service as director to Crestview Advisors. 3. The information is based on a filing by BlackRock, Inc. on January 22, 2024, with the SEC, on Schedule 13G/A. The firm’s filing reported that, as of December 31, 2023, it and its affiliated companies in the aggregate have sole voting power over 3,271,609 shares of common stock and sole dispositive power over 3,307,002 shares of common stock. The information is based on a filing by River Road Asset Management, LLC on January 30, 2024, with the SEC, on Schedule 13G/A. The firm’s filing reported that, as of December 31, 2023, it has sole voting power over 1,738,587 shares of common stock and sole dispositive power over 1,830,472 shares of common stock.
Director Compensation
| | Pursuit 2025 PROXY STATEMENT | 29 |
Director Compensation
The information is based on a filing by Victory Capital Management Inc. on January 27, 2025, with the SEC, on Schedule 13G/A. The firm’s filing reported that, as of December 31, 2024, it has sole voting power over 1,751,375 shares of common stock and sole dispositive power over 1,761,775 shares of common stock. 6. Includes, for Ms. Henkels, 21,094 shares of common stock owned by the Henkels Family Living Trust, for which Ms. Henkels has sole voting and investment power; for Ms. Ingersoll, 121,290 shares of common stock owned by the Ellen M. Ingersoll Family Trust, for which Ms. Ingersoll has sole voting and investment power; for Mr. Moster, 127,030 shares of common stock owned by The Moster Family Trust, for which Mr. Moster has shared voting and investment power; and for Mr. Linde, 13,048 shares of common stock owned by the Derek and Laura Linde Family Trust, for which Mr. Linde has shared voting and investment power. 7. Includes the following vested non-qualified stock options: 62,265 for Ms. Ingersoll, 238,317 for Mr. Moster, 104,184 for Mr. Linde and 21,212 for Mr. Stelmach. Does not include the following unvested RSUs: 3,149 for Ms. Bright, Ms. Carmichael, Ms. Coll, Ms. Henkels, and Mr. Schechter; 3,618 for Ms. Ingersoll; 32,847 for Mr. Moster; 32,551 for Mr. Barry; and 11,328 for Ms. Striedel. 8. Per footnote 2, Mr. Cassidy has assigned all rights, title and interest in the shares issued on conversion of equity awards granted to them to Crestview Advisors. 9. Effective March 17, 2025, Ms. Ingersoll ceased to be a Section 16 reporting person. The information regarding her beneficial ownership is as of March 17, 2025, and includes 4,500 RSUs that were unvested as of such date, but that would otherwise have vested, within 60 days of March 17, 2025. Such RSUs represent the prorated portion of the unvested RSUs that vested upon her departure from her role as advisor to the Company on March 31, 2025, based on the time she was in service with the Company from the relevant grant date through her departure date. 10. Effective December 31, 2024, Mr. Moster ceased to be a Section 16 reporting person. The information regarding his beneficial ownership is as of December 31, 2024, and includes 49,495 non-qualified stock options and 33,701 RSUs that were unvested as of such date, but that would otherwise have vested within 60 days of December 31, 2024. Such non-qualified stock options and RSUs continued to vest in the ordinary course while Mr. Moster continued to serve as an advisor to the Company through March 1, 2025. Effective December 31, 2024, Messrs. Linde and Stelmach ceased to be Section 16 reporting persons. The information regarding their beneficial ownership is as of December 31, 2024, and reflects accelerated vesting of all of their respective outstanding non-qualified stock options and prorated vesting of RSUs that were granted to Messrs. Linde and Stelmach before 2024, which vested upon their departure on December 31, 2024 based on the time they were in service with the Company from the relevant grant date through December 31, 2024.
Director Compensation
| 30 | Pursuit 2025 PROXY STATEMENT | |
Director Compensation
Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires the Company’s directors and executive officers and persons who beneficially own more than 10% of the Company’s common stock to file with the SEC reports showing initial ownership of and changes in ownership of the Company’s common stock and other registered equity securities. Based solely upon our review of the copies of such forms or written representations from certain reporting persons received by us with respect to fiscal year 2024, the Company believes that its directors and executive officers and persons who own more than 10% of a registered class of its equity securities have complied with all applicable Section 16(a) filing requirements for fiscal year 2024, except for the following: one Form 4 for Denise Coll reporting one transaction was not filed on a timely basis due to an administrative oversight.
Director Compensation
| | Pursuit 2025 PROXY STATEMENT | 31 |
Human Resources Committee Report
Our executive compensation program proved effective as our executive team led the Company through a transformative divestiture while also delivering strong financial performance and advancing key strategic business objectives that are aligned with creating long-term shareholder value. Our Human Resources Committee made the following NEO compensation decisions in 2024: Base Salaries: All NEOs, other than Mr. Barry, received base salary increases in 2024 ranging from approximately 3.8% to 4.1% in consideration of their overall performance and market comparisons. Mr. Barry elected to take his cost-of-living increase in the form of stock as part of his long-term equity incentive, and his base salary remained at its 2022 and 2023 level. • Short-Term Incentives: Our Human Resources Committee continued utilizing both financial performance objectives and strategic objectives in determining performance and resulting payments under our 2024 Management Incentive Plan (“MIP”). The 2024 MIP was weighted 80% toward financial performance measures and 20% toward strategic objectives. Our actual performance against the financial and strategic performance objectives under the 2024 MIP resulted in weighted annual incentive payouts of 67.9% of target for Mr. Barry and 97.1% of target for Ms. Ingersoll, Ms. Striedel, and Mr. Moster. See “Short-Term (Annual) Incentives” below for more details. • Long-Term Incentives: Our Human Resources Committee continued utilizing performance stock units (“PSUs”) in the long-term incentive (“LTI”) program for our NEOs. The PSUs represented approximately 70% of the overall 2024 LTI grants to our NEOs, and will only vest and become payable based on Pursuit’s relative total shareholder return (“TSR”) performance against constituents within the Russell 2000 index over a 3-year period from 2024 – 2026, as described below:
Human Resources Committee Report
| Relative TSR Performance – Russell 2000 Index | Achievement Percentage of the Relative TSR Performance Goal | | 75th percentile or above | 200% | | 55th percentile | 100% | | 25th percentile | 50% | | Below 25th percentile | 0% |
Human Resources Committee Report
| Components of 2024 Compensation As a Percentage (%) of Target Total Direct Compensation1 | | | | | Name | Base Salary (%) | Target Short-Term (Annual) Incentives (%) | Target Long-Term Incentives(%)2 | | David W. Barry | 20% | 13% | 67% | | Ellen M. Ingersoll | 30% | 18% | 52% | | Leslie S. Striedel | 51% | 21% | 28% | | Steven W. Moster | 18% | 18% | 65% | | Derek P. Linde | 37% | 20% | 44% | | Jeffrey A. Stelmach | 38% | 21% | 41% |
Human Resources Committee Report
| What We Do | What We Do Not Do | | • Pay for Performance: We tie our short- and long-term incentives directly to our financial and stock performance. • Pay Mix: Place a significant portion of pay at risk. • Stock Ownership Guidelines: The stock ownership minimum for our CEO is five times base salary, and the minimum for direct reports to our CEO is three times base salary. • Stock Retention Policy / Restricted Stock Holding Periods: An NEO or other executive officer may not sell vested restricted stock unless and until such NEO or other executive officer has met our stock ownership guidelines. • Minimum Service Requirement: NEOs and other executives forfeit any unvested long-term incentive awards if termination occurs within 12 months of the award date. After 12 months, awards may be earned on a pro rata basis. • Clawback and Compensation Recoupment Policies: We can recoup compensation awards paid to NEOs and other executive officers who engage in certain acts detrimental to our interests. We have also adopted a recoupment policy in compliance with SEC rules. • Balance of Short- and Long-Term Incentives: Our short- and long-term incentive programs incorporate financial performance goals that are designed to drive both annual financial performance and long-term shareholder value. | • No Tax Gross-Ups: Our NEOs do not receive tax gross-ups. • No Hedging or Pledging: Our NEOs, other executive officers, and directors may neither hedge Pursuit common stock nor pledge Pursuit common stock as collateral for a loan. • No “Single-Trigger” Change in Control Severance Arrangements: No NEOs will receive severance payments or severance benefits based solely on a change in control. • No NEO Employment Agreements: Neither our CEO nor any other NEO has an employment agreement. • No Change in Control Excise Tax Gross-Ups: No NEOs will receive any excise tax gross-up payments in the event of a change in control. • No Plans that Encourage Excessive Risk Taking: No compensation programs that encourage unreasonable risk taking will be implemented. |
Human Resources Committee Report
Short-Term (Annual) Incentives Our Management Incentive Plan, or MIP, is an annual, cash-based incentive program. The Human Resources Committee approves the performance measures, as well as Threshold, Target, and Maximum financial performance levels for each measure. The Threshold financial performance level is the minimum financial performance level required for any MIP payout on the financial component, while the Maximum represents the financial performance level at which the maximum financial incentive payout may be achieved. The financial performance targets are established considering both the prior fiscal year’s operating results and current fiscal year projections, as well as the macroeconomic environment. The strategic objectives are established on an annual basis to align with the Company’s long-term strategy to create shareholder value. The Human Resources Committee selected EBITDA, EBITDA Margin (each as defined below), and strategic objectives as the performance measures for the 2024 MIP. EBITDA and EBITDA Margin were chosen because they are highly visible and important measures of the Company’s financial performance that are relied upon by investors. The addition of EBITDA Margin to the MIP for 2024 was intended to incentivize continued margin recovery at the Legacy Pursuit Segment and further improvements at GES. The Human Resources Committee also developed strategic objectives to ensure that our NEOs continued to pursue important objectives in furtherance of Company growth and alignment with the Company’s strategy to create long-term shareholder value. The Human Resources Committee receives periodic reports from the management team to assess achievement against both the financial and strategic objectives. Following the conclusion of the fiscal year, the Human Resources Committee reviews the Company’s performance under each measure against the pre-established targets. Based on this review and a qualitative assessment of the Company’s performance, the Human Resources Committee may approve payouts as calculated under the MIP or, considering various factors it deems appropriate, reduce the calculated payout, which may include determining that no payout is warranted under the plan.
Human Resources Committee Report
The performance measures and relative weightings for the 2024 MIP were weighted as follows: 60% based on EBITDA results; • 20% based on EBITDA Margin results; and • 20% based on strategic objectives. The components of each NEO’s 2024 MIP opportunity were based, as applicable, on Legacy Viad performance (Ms. Ingersoll, Ms. Striedel, and Mr. Moster), the Legacy Pursuit Segment performance (Mr. Barry), and Spiro performance (Mr. Stelmach). Mr. Linde’s 2024 MIP opportunity was based 100% on Legacy Viad performance through his appointment as GES President on June 3, 2024, at which time his opportunity became weighted 80% toward GES performance and 20% toward Legacy Viad performance. For 2024, achievement of the financial objectives at Threshold earned a payout at 50% of the applicable performance goal’s weighted target payout percentage. Achievement at Target for financial objectives earned a payout at 100% for that component, and achievement of the financial objectives at Maximum earned a payout at 200% (the maximum achievement level or “cap”) for the financial component of 2024 MIP. For each financial performance goal, the payout percentage was interpolated on a linear basis for performance between Threshold and Target, or between Target and Maximum. The 2024 MIP design had a funding floor for strategic objectives such that no payout for the strategic objective goals could be earned unless Threshold financial performance levels were achieved. In March 2024, the Human Resources Committee established 2024 MIP financial targets, and in February 2025, the Human Resources Committee certified actual performance against the financial targets, in each case as shown below:
Human Resources Committee Report
1. The buyer in the Transaction assumed all accrued liabilities with respect to Messrs. Linde and Stelmach’s participation in the 2024 MIP, and as such, they were not entitled to any payouts under the 2024 MIP from the Company. The Human Resources Committee believes that incentive decisions for 2024 MIP payments reflected the Company’s improvement in year-over-year financial performance and strategic execution, and are consistent with our pay for performance compensation philosophy. Long-Term Incentives 2024 LTI Awards In 2024, the Human Resources Committee granted performance-based LTI awards to the NEOs – utilizing restricted stock unit (“RSU”) awards comprising: 1) approximately 70% PSUs that would vest based on the Company’s relative TSR performance against constituents within the Russell 2000 Index (the “2024 PSUs”) between January 1, 2024, and December 31, 2026 (the “2024 PSU Performance Period”); and 2) approximately 30% time-based RSUs on a 3-year ratable vesting schedule. These awards are shown in the table below:
Human Resources Committee Report
| Name | 2024 PSUs (at Target) (#)1 | 2024 RSUs (#) | 2024 Total Target LTI Amount (in 000s) | | David W. Barry | 38,261 | 16,398 | $2,024 | | Ellen M. Ingersoll | 16,352 | 7,008 | $865 | | Leslie S. Striedel | 3,781 | 1,620 | $200 | | Steven W. Moster | 66,163 | 28,355 | $3,500 | | Derek P. Linde2 | 12,287 | 5,266 | $650 | | Jeffrey A. Stelmach2 | 9,452 | 4,051 | $500 |
Human Resources Committee Report
1. Relative TSR is a goal measured by our performance relative to other Russell 2000 Index constituents. The Human Resources Committee selected the Russell 2000 Index for the relative TSR goal because it provides an appropriate comparator to measure how our stock price is performing relative to the stock prices of companies in the same stock market index and with similar market capitalizations. For the 2024 PSUs, TSR for the Company and each Russell 2000 Index constituent is based on: (a) the average closing stock price during the 20 consecutive trading days prior to and including December 31, 2023 (“Initial Stock Price”); (b) dividends paid between January 1, 2024, and December 31, 2026 (“Dividends Paid”); and (c) the average closing stock price during the 20 consecutive trading days prior to and including December 31, 2026 (“Ending Stock Price”). We calculate TSR for Pursuit and each Russell 2000 Index constituent as follows: (Ending Stock Price + Dividends Paid – Initial Stock Price) / Initial Stock Price. 2. Messrs. Linde and Stelmach forfeited the PSUs and RSUs granted to them in 2024 in connection with their respective transitions as of the Closing Date. As noted above, approximately 70% of the dollar figures set forth in the table above represent the target value attributable to the 2024 PSUs. The 2024 PSUs may be earned based on the Company’s relative TSR
Human Resources Committee Report
| Relative TSR Performance – Russell 2000 Index | Achievement Percentage of the Relative TSR Performance Goal | | 75th percentile or above | 200% | | 55th percentile | 100% | | 25th percentile | 50% | | Below 25th percentile | 0% |
Human Resources Committee Report
To the extent that the Company’s absolute TSR over the same period is negative, the number of 2024 PSUs earned will not exceed 100% of target, even if the Company’s relative TSR performance exceeds the 55th percentile. We believe that the 2024 LTI awards to NEOs align with our pay for performance philosophy because the underlying performance-based units will scale in value only as the Company’s relative TSR compares favorably to other Russell 2000 Index companies and the value of the time-based units is tied directly to the value of our common stock. The Human Resources Committee engaged with Korn Ferry, its independent compensation advisor since September 2023, for advice in connection with the design of the 2024 LTI program, specifically with respect to compensation trends for similarly impacted companies and to ensure alignment with shareholder interests to the maximum extent possible. The mix of performance- and time-based LTI equity awards selected for 2024 placed a heavy emphasis on Legacy Viad’s financial performance and provided an incentive for executives to enhance shareholder value over a multi-year period, as the ultimate value of each award will depend upon the value of our common stock at the time of vesting or end of the 2024 PSU Performance Period, as applicable. Retention RSUs On March 1, 2024, in consideration of Ms. Striedel’s involvement supporting the sale of the GES business and the Company’s transition to a standalone attractions and hospitality company, the Human Resources Committee approved a grant of 9,452 retention RSUs to Ms. Striedel (the “Retention RSU Award”), vesting 100% on March 1, 2026, generally subject to Ms. Striedel’s continued employment with the Company through such date. The vesting of the Retention RSU Award will accelerate in connection with Ms. Striedel’s transition in 2025 (as discussed below under the heading “CAO Transition Arrangement”) and may also accelerate under other circumstances, as described below under “Potential Payments upon Employment Termination or Change in Control.” Vesting and Forfeiture of Stock Price PSUs In 2021, Ms. Ingersoll and Mr. Moster received certain awards of stock price-based performance RSU (“Stock Price PSU”) awards, which could be earned based on the Company’s achievement of certain stock price thresholds and the recipient’s continued employment through a specified date. The first tranche (50%) of these awards, or 10,714 and 40,179 RSUs for Ms. Ingersoll and Mr. Moster, respectively, was earned based on performance in June 2021, when the 20-day average closing price of Company shares exceeded $46.11, and vested in full on December 31, 2024. The remaining 50% of these awards was forfeited because the 20-day average closing price of Company shares did not satisfy the $56.00 goal before December 31, 2024.
Human Resources Committee Report
Perquisites And Other Personal Benefits We periodically review perquisites and other personal benefits that are part of each NEO’s total compensation package to ensure external competitiveness. In 2024, certain of our NEOs received an executive physical examination (ranging from approximately $4,500 to approximately $12,600 in value), and we provided a company-leased automobile to Mr. Moster (valued at $28,222). From time to time, we may also offer other perquisites to our NEOs. Consistent with our policy, we do not make any tax gross-up payments for any NEO perquisites or personal benefits. Additional information on perquisites and other personal benefits provided in 2024 can be found in the “Summary Compensation Table” in the Executive Compensation section of this Proxy Statement. Post-Employment Compensation Certain termination events will trigger post-employment payments and benefits for our NEOs, including retirement, change in control severance, termination for cause, involuntary termination not for cause, and death or disability. These are discussed under “Potential Payments upon Employment Termination or Change in Control” in the Executive Compensation section of this Proxy Statement. Post-termination compensation provides for our executive officers’ short-term (termination or change in control) or long-term (retirement) security should their employment end. In the event of involuntary termination, post-termination compensation provides an interim financial resource to the executive during the transition from Pursuit employment. Retirement Income and Savings Plans In connection with the 2004 MoneyGram spin-off, MoneyGram became solely responsible for paying annual retirement benefits to all executives who participated in the MoneyGram Pension Plan and related SERP. As of the spin-off date, MoneyGram assumed all liability for pension benefits for employees participating in the MoneyGram Pension Plan and related SERP, including Ms. Ingersoll. In addition to the retirement benefits paid by MoneyGram under the MoneyGram Pension Plan and related SERP, Ms. Ingersoll also received retirement benefits from Pursuit under a Defined Contribution SERP, which the Company established in 2013 to replace the annual payment of lump-sum cash awards, including tax gross-ups, previously made to certain SERP participants. The lump-sum awards were instituted in 2005 in connection with the MoneyGram spin-off in 2004, at which time the credited service benefits for the MoneyGram SERP participants were frozen and were made solely in lieu of our accruing pension benefits for Ms. Ingersoll and other MoneyGram SERP participants. Ms. Ingersoll is the only NEO who participates in the Defined Contribution SERP, or the MoneyGram Pension Plan and related SERP. All eligible U.S. employees may participate in the Pursuit Attractions and Hospitality, Inc. 401(k) plan (the “401(k) Plan”). In addition, Messrs. Barry, Moster, Linde, and Stelmach, and Ms. Ingersoll were eligible to participate in the Pursuit Attractions and Hospitality, Inc. supplemental 401(k) plan (the “Supplemental 401(k)”) in 2024, which provided for additional employee contributions over the annual limits set by the Internal Revenue Code of 1986, as amended (the “Code”) for the 401(k) Plan, plus company matching contributions on the same percentage as the 401(k) Plan. The change in the value of the retirement plans during 2024 is included in the “Summary Compensation Table” in the Executive Compensation section of this Proxy Statement. Please refer to the “Pension Benefit Table” and “Potential Payments upon Employment Termination or Change in Control” in the Executive Compensation section of this Proxy Statement for further discussion of retirement benefits.
Human Resources Committee Report
Post-Termination Compensation and Benefits Change in Control Severance During 2024, all of our NEOs participated in our Executive Severance Plan (Tier I), which we adopted in 2013 (the “Executive Severance Plan”). Under the Executive Severance Plan, a participating NEO is eligible for severance benefits upon termination within 36 months following a change in control: (i) if we terminate the NEO’s employment without cause; or (ii) by the NEO’s voluntary termination for good reason, in each case, as those terms are defined in the Executive Severance Plan. The Executive Severance Plan does not contain a “modified single-trigger” provision or allow excise tax gross-ups in the event of a change in control. The purpose of the Executive Severance Plan is to ensure, in the event of a possible change in control, that the NEOs will be available (without concern for their personal financial situations) to perform their regular duties and to advise management and the Board as to whether the change in control proposal would be in our or our shareholders’ best interests. We may also call upon our NEOs to assist in the change in control implementation and transition, and to perform other appropriate actions. Severance benefits also provide an economic means for the NEOs to transition from Pursuit employment. Our CEO recommends individuals to participate in these plans and the Human Resources Committee then reviews and approves the participants. Upon a change in control, our short- and long-term incentive plans also provide for accelerated vesting of equity awards and payment of short-term incentive and PSUs, as discussed in “Potential Payments upon Employment Termination or Change in Control” in the Executive Compensation section of this Proxy Statement. Severance Agreements and Policies During 2024, Messrs. Barry, Moster and Linde each had a severance agreement in effect providing for a post-termination severance payment in the event we terminated any of them for any reason other than for cause, or if any of them voluntarily terminated his employment for good reason, in each case, as those terms are defined in the applicable severance agreement. Mr. Barry’s severance agreement was amended effective as of the Closing Date. Mr. Moster’s severance agreement was superseded by a transition agreement effective as of the Closing Date. Mr. Linde’s severance agreement was entered into in connection with his appointment as President of GES and became effective as of June 3, 2024. These arrangements are described under “Other Compensation Actions” below. We have a separate Executive Officer Pay Continuation Policy (the “Pay Continuation Policy”) that may apply to our NEOs in the event of certain involuntary, not-for-cause terminations. We discuss the severance agreements and other arrangements in “Potential Payments upon Employment Termination or Change in Control” in the Executive Compensation section of this Proxy Statement. Other Compensation Actions Linde Severance Agreement Prior to the Transaction, in connection with Mr. Linde’s appointment as President of GES, the Company and Mr. Linde entered into a severance agreement which provided for post-employment termination payments upon an involuntary termination not for “cause” by the Company or a voluntary termination of employment by Mr. Linde for “good reason” (each as defined thereunder), in either case, not in connection with a change in control of the Company, or a termination due to his death or disability. In these scenarios, Mr. Linde would have received the equivalent of one year of his base salary, plus a pro-rata portion of the annual cash incentive granted under the MIP for the year in which the termination occurred, to the extent earned. The receipt of any severance benefits would have been contingent upon Mr. Linde’s execution and non-revocation of a complete release of all claims, waiver of rights and covenant not to sue. Mr. Linde did not receive any severance benefits under this severance agreement in connection with his transition from the Legacy Viad organization in connection with the Transaction, but he received certain benefits described in the “Potential Payments upon Employment Termination or Change in Control” in the Executive Compensation section of this Proxy Statement.
Human Resources Committee Report
Transaction Incentive Awards In connection with the Transaction, Messrs. Linde and Stelmach stepped down from their respective roles with the Legacy Viad organization, effective as of the Closing Date. On October 20, 2024, in recognition of their significant contributions and extraordinary leadership, in connection with the Transaction, the Board approved transaction incentive cash awards (the “Transaction Incentive Awards”) in the amount of $1.7 million for Mr. Linde and in the amount of $1.55 million for Mr. Stelmach, 50% of which was paid on the Closing Date and 50% of which will become payable on the six-month anniversary of the Closing Date, subject to the applicable executive’s continued employment through each such date. In the event of a termination of the executive’s employment for any reason prior to the Closing Date, the entire Transaction Incentive Award would have been forfeited. In the event of (i) an involuntary termination by the Company (or its successor) without “cause” or by the executive for “good reason” or (ii) a termination due to the executive’s retirement, death, or disability (as each such term is defined in the applicable agreement governing the Transaction Incentive Award), in each case, between the Closing Date and the six-month anniversary thereof, the applicable executive will receive a prorated portion of the second installment of the Transaction Incentive Award, subject to his timely execution and non-revocation of a release of claims. CEO Transition and Compensation Arrangements Also in connection with the Transaction, contingent upon and effective as of the Closing Date, on October 20, 2024, the Board appointed Mr. Barry to serve as the Company’s President and Chief Executive Officer and as a member of the Board. Mr. Barry succeeded Mr. Moster, who stepped down from his role of President and Chief Executive Officer of the Company, effective as of the Closing Date, following which Mr. Moster continued to serve as an advisor to the Company until March 1, 2025 (the “Advisory Period End Date” and the period of time from the Closing Date through the Advisory Period End Date or the earlier termination of Mr. Moster’s employment, the “Advisory Period”). Mr. Barry On October 20, 2024, the Company entered into an offer letter with Mr. Barry (the “Barry Offer Letter”) with respect to his service as President and Chief Executive Officer. The Barry Offer Letter provides for, as of the Closing Date, among other things: (i) an annual base salary of $750,000; (ii) an annual cash incentive bonus with a target bonus opportunity of 100% of annual base salary, with the actual amount earned ranging from 0% to 200% of target based on actual achievement against performance metrics to be established by the Board or Human Resources Committee; and (iii) participation in the Company’s employee benefit and welfare plans. The Barry Offer Letter also provides that, subject to approval by the Human Resources Committee, on or as soon as reasonably practicable following the Closing Date, Mr. Barry will receive a 2025 annual long-term equity incentive award with an aggregate grant value of $3,000,000, approximately 70% of which will be subject to performance-based vesting and approximately 30% of which will be subject to time-based vesting. Additionally, effective as of the Closing Date, Mr. Barry’s non-change-in-control severance agreement with the Company was amended (as amended, the “Barry Non-CIC Severance Agreement”) to provide for severance benefits equal to two years of base salary (increased from one year of base salary pre-amendment) and to add death and disability as new severance triggers, in addition to the existing triggers of involuntary termination not for cause by the Company, and voluntary resignation by Mr. Barry for “good reason” (as defined thereunder). The receipt of any severance benefits would be contingent upon Mr. Barry’s resignation from any position he then holds on the Board and his execution and non-revocation of a complete release of all claims, waiver of rights and covenant not to sue. The Barry Non-CIC Severance Agreement does not provide for any severance or other benefits in connection with a change-in-control transaction. Mr. Barry’s entitlement to change-in-control benefits remained unchanged following the Transaction and Mr. Barry’s appointment as President and Chief Executive Officer and continue to be governed by the Executive Severance Plan, the award agreements with respect to outstanding RSU and PSU awards, and the MIP, respectively. For more information on these
Human Resources Committee Report
change-in-control benefits, please see above under “Post-Termination Compensation and Benefits – Change in Control Severance” and “Potential Payments upon Employment Termination or Change in Control” below in the Executive Compensation section of this Proxy Statement. Mr. Moster On December 30, 2024, the Company entered into a transition agreement with Mr. Moster (the “Moster Transition Agreement”), which, subject to Mr. Moster’s execution of a release of claims and compliance with restrictive covenants, provides for, among other things, during the Advisory Period: (i) a base salary of $80,417 per month, prorated to reflect any partial month of employment; (ii) continued vesting of the outstanding Company stock options, RSUs and PSUs held by Mr. Moster as of the Closing Date through the Advisory Period End Date in accordance with their terms; (iii) continued eligibility to receive an annual cash incentive award in respect of 2024 based on actual performance; and (iv) participation in the Company’s employee benefit and welfare plans. In addition, upon expiration of the Advisory Period on the Advisory Period End Date or, if earlier, the termination of Mr. Moster’s employment under the Moster Transition Agreement due to his death or by the Company other than for “cause” (as defined in the severance agreement, dated December 3, 2014, by and between the Company and Mr. Moster (the “Moster Severance Agreement”)), Mr. Moster will be entitled to the following severance benefits, in lieu of, and substantially similar to, the severance benefits he had previously been entitled to under the Moster Severance Agreement and the Executive Severance Plan (the “Prior Moster Agreements”), subject to his execution of a release of claims and compliance with restrictive covenants: (a) $1,930,000 in cash severance, payable in a lump sum (in lieu of severance equal to 24 to 36 months of base salary under the Prior Moster Agreements); (b) continued eligibility to receive an annual cash incentive award in respect of 2024 based on actual performance; and (c) for a period of two years post-termination, continuation of health and welfare benefits and Company-sponsored outplacement assistance. The Moster Transition Agreement was amended effective February 2025 to provide for 18 months of continued post-termination coverage under the Company’s medical, dental, and vision plans and up to $42,738 in additional cash severance in lieu of certain other benefits. The Moster Transition Agreement also provides that to the extent that a change in control of the Company occurs during the Advisory Period, notwithstanding the terms of the PSUs, any outstanding PSUs held by Mr. Moster will no longer automatically vest, on a prorated basis, at 100% of target as of the date of such change in control. The benefits that Mr. Moster would have received under the Moster Transition Agreement in the event of various termination or change-in-control scenarios are further described below under “Potential Payments upon Employment Termination or Change in Control” in the Executive Compensation section of this Proxy Statement. Mr. Moster’s employment termination upon expiration of the Advisory Period on March 1, 2025 constituted a termination without cause and he received the benefits described above in connection therewith. CFO Transition and Compensation Arrangements Effective March 17, 2025, Mr. Heitz succeeded Ms. Ingersoll as Chief Financial Officer of the Company, after which Ms. Ingersoll continued to serve in an advisory role with the Company through March 31, 2025, pursuant to a transition agreement with the Company, which went into effect as of the Closing Date (the “Ingersoll Transition Agreement”). Mr. Heitz commenced employment with the Company on December 16, 2024 as Chief Financial Officer of the Legacy Pursuit Segment. Mr. Heitz’s compensation in the role of Chief Financial Officer of the Legacy Pursuit Segment included: (i) an annual base salary of $400,000; (ii) an annual cash incentive bonus with a target bonus opportunity of 75% of annual base salary, with the actual amount earned ranging from 0% to 175% of target based on actual achievement against performance metrics to be established by the Board or the Human Resources Committee; (iii) a 2025 annual long-term equity incentive award with an aggregate grant value of $500,000 on January 2, 2025, approximately 70% of which is subject to performance-based vesting and approximately 30% of which is subject to time-based vesting; (iv) a new hire RSU award with an aggregate grant value of $250,000 on December 16, 2024; and (v) participation in the Company’s employee
Human Resources Committee Report
benefit and welfare plans. The foregoing compensation package remained unchanged when Mr. Heitz commenced service as the Company’s Chief Financial Officer. As of the Closing Date, Ms. Ingersoll continued to be a participant in the Executive Severance Plan, in the event of a change in control of the Company, as described above in the “Post-Termination Compensation and Benefits – Change in Control Severance” section of this CD&A and below under “Potential Payments upon Employment Termination or Change in Control” in the Executive Compensation section of this Proxy Statement. Pursuant to the Ingersoll Transition Agreement, in the event of an involuntary, not-for-cause termination (or upon the termination of her advisory period on March 31, 2025) not in connection with a change in control, Ms. Ingersoll was entitled to receive benefits consistent with those set forth in the Pay Continuation Policy, as described below under “Potential Payments upon Employment Termination or Change in Control” in the Executive Compensation section of this Proxy Statement, and a prorated cash bonus for 2025, based on actual Company performance. Her termination of employment on March 31, 2025 constituted a termination without cause for purposes of the Ingersoll Transition Agreement and she received the benefits described in this paragraph and below under “Potential Payments upon Employment Termination or Change in Control” in the Executive Compensation section of this Proxy Statement. The Ingersoll Transition Agreement was amended effective March 2025 to provide for $14,294 in additional cash severance in lieu of certain other benefits. CAO Transition Arrangement Ms. Striedel entered into a transition agreement with the Company effective as of the Closing Date (the “Striedel Transition Agreement”), providing that effective June 30, 2025, Ms. Striedel will cease serving as the Chief Accounting Officer. As of the Closing Date, Ms. Striedel continued to be a participant in the Executive Severance Plan in the event of a change in control of the Company, as described above in the “Post-Termination Compensation and Benefits – Change in Control Severance” section of this CD&A and below under “Potential Payments upon Employment Termination or Change in Control” in the Executive Compensation section of this Proxy Statement. Pursuant to the Striedel Transition Agreement, in the event of an involuntary, not-for-cause termination (or the cessation of her service as Chief Accounting Officer on June 30, 2025) not in connection with a change in control, Ms. Striedel is entitled to receive cash severance in an amount equal to 11.3 months of her base salary and benefits otherwise generally consistent with those set forth in the Pay Continuation Policy, as described below under “Potential Payments upon Employment Termination or Change in Control” in the Executive Compensation section of this Proxy Statement and a prorated cash bonus for 2025, based on actual Company performance. Her termination of employment on June 30, 2025 will constitute a termination without cause for purposes of the Striedel Transition Agreement and she will receive the benefits described in this paragraph and below under “Potential Payments upon Employment Termination or Change in Control” in the Executive Compensation section of this Proxy Statement. Compensation Decision-Making Process The Human Resources Committee annually reviews and approves our executive compensation program and compensation for our NEOs and other executive officers. Our CEO makes a recommendation to the Human Resources Committee regarding the compensation of executive officers (other than our CEO); however, the Human Resources Committee may adjust: • Annual base salary levels; • Short-term (annual) incentive opportunities, performance goals, the achievement of performance targets, and payment of incentive awards; Long-term incentive awards, performance goals, the achievement of performance targets, and any payment of long-term incentive awards; and
Human Resources Committee Report
Any special or supplemental compensation or benefits. The Human Resources Committee approves, and the other independent members of the Board ratify, all elements of our CEO’s compensation. Base salary adjustments, if any, are effective January 1 for our CEO, and April 1 of each year for other NEOs. At its regular quarterly February 2024 meeting, the Human Resources Committee approved RSU and PSU awards to executive officers (as discussed in the CD&A subsection “2024 LTI Awards”). In March 2024, the Human Resources Committee approved financial targets and strategic objectives for the 2024 MIP. Independent Compensation Advisor The Human Resources Committee has sole authority to retain or terminate an independent compensation advisor and to approve the advisor’s fees. In September 2023, the Human Resources Committee engaged Korn Ferry, a national independent consulting firm, to serve as its independent compensation advisor. During 2024, Korn Ferry regularly attended Human Resources Committee meetings and advised on compensation matters, including our executive compensation program design and relative pay for performance. Korn Ferry provided market data, analysis, and advice regarding our NEOs’ and other executive officers’ compensation. In addition to advising the Human Resources Committee on executive pay, Korn Ferry advised the Corporate Governance and Nominating Committee concerning compensation of the independent members of our Board. The Human Resources Committee reviewed Korn Ferry’s independence under SEC and NYSE rules and determined that there was no conflict of interest. Korn Ferry has not performed any services for us, except for compensation-related services on behalf of, and as instructed by, the Human Resources Committee. Competitive Analysis and Resources In determining 2024 executive pay, Korn Ferry reviewed with, and provided competitive pay data to, the Human Resources Committee. Pay data included base salary, short-term incentives, long-term incentives, and total compensation values from public filings made by our comparator group companies (as discussed in “Compensation Comparator Group” below) and from published compensation surveys. The Human Resources Committee approved the annual base salary, target short-term incentive, and target long-term incentive values for each NEO after considering the competitive data and other factors, including an assessment of individual performance, experience, and each NEO’s special expertise. Based on the information that the Human Resources Committee reviewed, and in consultation with our independent consultants, our compensation program delivered total compensation amounts to our NEOs that are aligned with our stated pay for performance philosophy.
Human Resources Committee Report
Compensation Comparator Group After consultation with Korn Ferry in November 2023, the Human Resources Committee selected a comparator group that was used for making 2024 executive officer compensation decisions. Due to Legacy Viad’s unique and diverse mix of businesses, we could not identify a singular “peer group” that accurately reflected the differing natures of Legacy Viad’s core businesses. In selecting the comparator group, we focused on the following criteria: • Business Relevance. The comparator group for 2024 included leisure and hospitality services companies and business-to-business services companies (including, among others, diversified support services, office services, marketing, and commercial printing services), thus representing both elements of Legacy Viad’s business operations. • Revenue Comparability. Companies considered for the 2024 comparator group generally generated annual revenues between approximately one-third and three times Legacy Viad’s annual revenue. We believe the 2024 comparator group was relevant in gauging our compensation actions. The compensation comparator group ultimately referenced by the Human Resources Committee included the following companies whose businesses were comparable with some portion of Legacy Viad’s business:
Human Resources Committee Report
| 2024 Comparator Group | | | | | Company Name | Ticker Symbol | Company Name | Ticker Symbol | | ACCO Brands | ACCO | Ryman Hospitality Properties, Inc. | RHP | | Cedar Fair, L.P. | FUN | SeaWorld Entertainment, Inc. | SEAS | | Deluxe Corporation | DLX | SP Plus Corp. | SP | | DiamondRock Hospitality | DRH | Vail Resorts, Inc. | MTN | | Golden Entertainment | GDEN | VSE Corporation | VSEC | | Healthcare Services Group, Inc. | HCSG | Xenia Hotels & Resorts | XHR | | Matthews International | MATW | | |
Human Resources Committee Report
The Human Resources Committee has the discretion to change the comparator group from time to time to help ensure that it provides a reasonable point of comparison for our executive officer compensation program. Such changes may reflect changes in our business, or changes at comparator group companies.
Human Resources Committee Report
Clawback Provisions For Detrimental Conduct In order to protect the Company, short- and long-term incentive compensation is subject to forfeiture and reimbursement (i.e., clawback) provisions relating to the following conduct: • an officer or employee knowingly participated in misconduct that caused a misstatement of our financial statements, or in misconduct, which constituted a material violation of our Code of Ethics or certain other policies; • an officer or employee was aware of and failed to report another officer or employee who was participating in misconduct that caused or could cause a misstatement of our financial statements, or materially violated our Code of Ethics or certain other policies; and • an officer or employee acted significantly contrary to our best interests. All of our NEOs’ and other key employees’ short- and long-term incentive compensation is subject to these clawback provisions. The clawback provisions also relate to violations of certain restrictions on competitive activities following employment termination. The following incentive compensation is subject to clawback provisions: • time-vesting RSU and performance-vesting PSU awards made during the last two years of employment; • any payments received (without regard to tax effects) from the sale of shares underlying earned RSUs or PSUs during the last two years of employment; there is no time limit in the case of misconduct during employment that causes a misstatement of our financial statements; • all cash bonuses paid during the last 18 months of employment; • outstanding vested, but not exercised, stock options; and • any gain (without regard to tax effects) realized from the exercise of a stock option, which is subject to the clawback provisions. All long-term incentive agreements include clawback provisions applying to NEOs and other key employees (collectively, a “Participant”) if such Participant’s employment is terminated in the first year of the vesting period. Under the clawback provisions, a Participant must forfeit any long-term incentive awards covered by those agreements if employment is terminated due to retirement, death, disability, or termination without cause within 12 months after the grant date. Long-term incentive awards will vest pro rata if the termination occurs after the 12-month forfeiture period lapses and the Participant executes a separation agreement and release, and the amount of the award will be based on the length of time the Participant was employed during the applicable vesting or performance period. The clawback provisions provide a retention incentive for the Participants, and we believe that they provide a more appropriate balance between our interests and those of the Participants. In November 2023, our Human Resources Committee approved an Incentive Compensation Recoupment Policy, which is applicable to the Company’s executive officers and requires the recoupment of Recoverable Incentive Compensation in the event of an Accounting Restatement (as those terms are defined in the policy). This policy conforms to SEC and NYSE rulemaking consistent with the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Human Resources Committee Report
1. As of December 31, 2024, Mr. Cassidy’s (as assigned to Crestview), and Mr. Schechter’s and Mses. Carmichael, Coll, and Henkels’ Pursuit common stock ownership exceed the stock ownership guidelines. As of such date, Ms. Bright, who became a director in 2024, was making progress towards compliance with the stock ownership guidelines. 2. As of December 31, 2024, Mr. Barry and Mses. Ingersoll and Striedel exceeded their applicable stock ownership guidelines. Our NEOs, other executive officers, and certain employees are required to meet their applicable ownership levels within five years of becoming subject to the guidelines. Any such covered individuals may not sell any shares received in connection with settlement of vested equity awards unless and until they have complied with our stock ownership guidelines, except that the guidelines permit sales to cover required tax withholdings. Shares of Pursuit common stock owned outright (directly or indirectly or through the 401(k) Plan) and vested or unvested restricted stock, RSUs, and PSUs count for purposes of the guidelines. Unexercised stock options (whether vested or unvested) do not count toward satisfaction of the guidelines. Ownership extends to any direct or indirect ownership of our common stock, including any ownership by virtue of application of constructive ownership rules, with such direct, indirect, and constructive ownership determined under the provisions of Section 382 of the Internal Revenue Code and the regulations thereunder. Hedging and Pledging Our Insider Trading Policy includes the following policies regarding hedging and pledging of Pursuit common stock: Hedging Transactions Our directors, NEOs, other officers, and employees may not engage in any hedging, monetization, short position, or similar transactions that are designed to limit or eliminate the risks of owning Pursuit stock (collectively, “Hedging”). Hedging is prohibited regardless of whether the shares were purchased in the open market or granted in the form of a stock-based award. Pledging and Margin Transactions Our directors, NEOs, and other officers may not engage in “margin” or “pledging” transactions in which (i) a broker, bank or other financing party holds securities as collateral for a margin loan, mortgage, or other loan, and (ii) Pursuit securities may be sold without consent in the event of a failure to meet a margin call or default on a loan or mortgage. These transactions are prohibited because the sale may occur at a time when the director, NEO or other officer has material, non-public information, or when he or she is otherwise not permitted to trade in Pursuit securities.
Human Resources Committee Report
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards1 ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation2 ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings3 ($) | All Other Compensation4 ($) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | David W. Barry5, 6 | 2024 | 600,000 | — | 2,819,469 | — | 263,640 | 163 | 23,449 | 3,706,721 | | President and Chief | 2023 | 600,000 | — | — | — | 339,504 | 277 | 27,966 | 967,747 | | Executive Officer | 2022 | 600,000 | — | 2,369,900 | — | 259,631 | 416 | 28,432 | 3,258,379 | | and Former President of Legacy Pursuit | | | | | | | | | | | Ellen M. Ingersoll7 | 2024 | 488,816 | — | 1,204,979 | — | 284,800 | 66 | 400,748 | 2,379,409 | | Former Chief | 2023 | 469,027 | — | 1,139,794 | — | 416,600 | 180 | 328,892 | 2,354,493 | | Financial Officer | 2022 | 452,000 | — | 259,488 | 605,500 | 525,450 | 224 | 214,416 | 2,057,078 | | Leslie Striedel8 | 2024 | 361,987 | — | 628,614 | — | 140,600 | — | 27,052 | 1,158,253 | | Chief Accounting Officer | | | | | | | | | | | Steven W. Moster5, 9 | 2024 | 965,104 | — | 4,875,530 | — | 937,000 | 932 | 74,496 | 6,853,062 | | Former President | 2023 | 927,000 | — | 4,611,797 | — | 1,371,300 | 1,478 | 75,798 | 6,987,373 | | and Chief Executive | 2022 | 927,000 | — | 1,050,009 | 2,450,003 | 1,796,063 | 2,520 | 64,391 | 6,289,986 | | Officer | | | | | | | | | | | Derek P. Linde10 | 2024 | 541,225 | 850,000 | 905,434 | — | — | 103 | 19,170 | 2,315,932 | | Former Chief | 2023 | 519,231 | — | 856,456 | — | 422,400 | 117 | 13,530 | 1,811,734 | | Operating Officer | 2022 | 478,081 | — | 194,998 | 455,004 | 525,889 | 55 | 12,530 | 1,666,557 | | and President of GES | | | | | | | | | | | (Legacy Viad) | | | | | | | | | | | Jeffrey A. Stelmach11 | 2024 | 463,907 | 775,000 | 696,523 | — | — | — | 11,574 | 1,947,004 | | Former President of | 2023 | 438,356 | — | 658,814 | — | 372,600 | — | 24,663 | 1,494,433 | | Spiro | 2022 | 400,000 | — | 149,967 | 349,998 | 320,000 | — | 22,400 | 1,242,365 | | (Legacy Viad) | | | | | | | | | |
Outstanding Equity Awards at Fiscal Year Ended December 31, 2024
Outstanding Equity Awards at Fiscal Year Ended December 31, 2024 The table below includes all of the NEOs’ outstanding options and unvested stock awards as of December 31, 2024, including awards subject to performance conditions:
Outstanding Equity Awards at Fiscal Year Ended December 31, 2024
| | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Un- exercisable (#)1 | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option Exercise Price ($)1 | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)2 | Market Value of Shares or Units of Stock That Have Not Vested ($)2,3 | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)3 | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Barry | | | | | | | | | | | 2024 PSU4 | — | — | — | — | — | — | — | 76,522 | 3,252,950 | | RSU5 | — | — | — | — | — | 16,398 | 697,079 | — | — | | Ingersoll | | | | | | | | | | | NQSOs6 | 25,568 | — | — | 44.80 | 2/23/2028 | — | — | — | — | | NQSOs6 | 24,465 | 12,232 | — | 33.96 | 2/23/2029 | — | — | — | — | | 2023 PSU4 | — | — | — | — | — | — | — | 48,248 | 2,051,022 | | 2024 PSU4 | — | — | — | — | — | — | — | 32,704 | 1,390,247 | | RSU5 | — | — | — | — | — | 16,447 | 699,162 | — | — | | Striedel | | | | | | | | | | | 2023 PSU4 | — | — | — | — | — | — | — | 11,156 | 474,242 | | 2024 PSU4 | — | — | — | — | — | — | — | 7,562 | 321,461 | | RSU5 | — | — | — | — | — | 4,930 | 209,574 | — | — | | Retention RSU6 | — | — | — | — | — | 9,452 | 401,805 | — | — | | Moster | | | | | | | | | | | NQSOs7 | 89,832 | — | — | 44.80 | 2/23/2028 | — | — | — | — | | NQSOs7 | 98,990 | 49,495 | — | 33.96 | 2/23/2029 | — | — | — | — | | 2023 PSU4 | — | — | — | — | — | — | — | 195,220 | 8,298,802 | | 2024 PSU4 | — | — | — | — | — | — | — | 132,326 | 5,625,178 | | RSU5 | — | — | — | — | — | 66,549 | 2,828,998 | — | — | | Linde8 | | | | | | | | | | | NQSOs7 | 54,150 | — | — | 21.85 | 8/27/2027 | — | — | — | — | | NQSOs7 | 22,458 | — | — | 44.80 | 2/23/2028 | — | — | — | — | | NQSOs7 | 27,576 | — | — | 33.96 | 2/23/2029 | — | — | — | — | | 2023 PSU4 | — | — | — | — | — | — | — | 23,482 | 998,220 | | Stelmach8 | | | | | | | | | | | NQSOs7 | 21,212 | — | — | 33.96 | 2/23/2029 | — | — | — | — | | 2023 PSU4 | — | — | — | — | — | — | — | 18,062 | 767,816 |
Outstanding Equity Awards at Fiscal Year Ended December 31, 2024
1. Stock option awards listed here are NQSOs, in compliance with IRS requirements. Mr. Linde’s remaining NQSO award with an expiration date of August 27, 2027, vested on the two-year anniversary of the grant date (August 27, 2020), based upon his continued employment with the Company. The NQSOs granted to Ms. Ingersoll, Mr. Moster and Mr. Linde with an expiration date of February 23, 2028 vested ratably in three equal tranches on the first, second, and third-year anniversaries of the February 23, 2021 grant date. The NQSOs granted to Ms. Ingersoll, Mr. Moster, Mr. Linde and Mr. Stelmach with an expiration date of February 23, 2029 vest ratably in three equal tranches on first, second, and third-year anniversaries of the February 23, 2022 grant date. 2. For columns (g) and (h), RSU awards vest pursuant to the terms of the applicable agreements, which generally include either annual ratable or 3-year cliff vesting terms. 3. For columns (h) and (j), the market value of shares (or units) was computed by multiplying the number of shares (or units) by $42.51, the closing market price of our common stock at December 31, 2024. In calculating the number of PSU awards and their value in this table, we are required by SEC rules to compare our performance through 2024 under the PSU grants against the threshold, target and maximum performance levels for the grants and to report in these columns the applicable potential share number and payout amount. If the performance is between levels, we are required to report the potential payout at the next highest level. Accordingly, we have reported the outstanding 2023 PSU and 2024 PSU awards in the table at maximum and maximum, respectively, based on performance against the goals through December 31, 2024. “PSU” refers to performance units to be paid, if earned, in Pursuit common stock.
Outstanding Equity Awards at Fiscal Year Ended December 31, 2024
| | Pursuit 2025 PROXY STATEMENT | 57 |
Outstanding Equity Awards at Fiscal Year Ended December 31, 2024
“RSU” refers to restricted stock unit. RSUs will be paid, if earned, in Pursuit common stock. The number of RSUs reflected in column (i) and the dollar value of those units reflected in column (j) were as of December 31, 2024. 6. For columns (g) and (h), this RSU award vests fully on March 1, 2026, generally subject to Ms. Striedel’s continued employment with the Company through such date. 7. “NQSOs” represents awards of non-qualified stock options. 8. Upon the departure of Messrs. Linde and Stelmach on December 31, 2024, their respective outstanding NQSOs fully vested and 2023 PSUs remained outstanding and will vest upon the lapse of the vesting period on a pro-rata basis (prorated for the percentage of time from the start of the performance period to December 31, 2024). Option Exercises and Stock Vested for Fiscal Year Ended December 31, 2024 This table shows RSU and stock price-based performance restricted stock unit awards that vested during 2024 (no options were exercised in 2024):
Outstanding Equity Awards at Fiscal Year Ended December 31, 2024
| | Option Awards | | Stock Awards | | | Name (a) | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting1 ($) | | Barry | — | — | | | | Ingersoll | | | | | | RSU2 | — | — | 7,645 | 270,686 | | Stock Price PSU2 | — | — | 10,714 | 458,666 | | Striedel | | | | | | RSU2 | — | — | 3,482 | 120,721 | | Moster | | | | | | RSU2 | — | — | 30,054 | 1,065,429 | | Stock Price PSU2 | — | — | 40,179 | 1,720,063 | | Linde | | | | | | RSU2,3 | — | — | 11,738 | 458,103 | | Stelmach | | | | | | RSU2,3 | — | — | 9,010 | 349,600 |
Outstanding Equity Awards at Fiscal Year Ended December 31, 2024
1. The value realized upon the vesting of RSUs is the closing price of Pursuit’s common stock on the date of vesting multiplied by the number of shares that vested. 2. “RSU” refers to restricted stock units and “Stock Price PSU” refers to stock price-based performance restricted stock units. 3. Upon the departure of Messrs. Linde and Stelmach on December 31, 2024, their respective outstanding and unvested RSUs that were granted before 2024 vested on a prorated for the time each was in service with the Company from the grant date through the termination date. Pension Benefits for Fiscal Year Ended December 31, 2024 This table shows the present value of Ms. Ingersoll’s accumulated benefits. She is the only NEO who receives benefits under a Pursuit-related pension plan. In connection with our June 2004 MoneyGram spin-off, MoneyGram assumed the liability related to the payment of benefits under the MoneyGram SERP.
Outstanding Equity Awards at Fiscal Year Ended December 31, 2024
| Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | (a) | (b) | (c) | (d)2 | (e) | | Ingersoll1 | SERP | 2.439 | 333,149 | — |
Outstanding Equity Awards at Fiscal Year Ended December 31, 2024
Credited service ceased to accrue under the SERP as of the MoneyGram spin-off on June 30, 2004 (actual number of years of service for Ms. Ingersoll is 19 years). The SERP provides retirement benefits based on final average earnings, which is the average of the 60 months of annual base salary plus 50% of MIP incentive compensation for the five calendar years in which they were highest. Once commenced, the full benefit is payable for the life of the executive. Upon the executive’s death, 50% of the benefit is payable for the life of the surviving spouse, if applicable. Ms. Ingersoll is entitled to a pension benefit at age 60 equal to A - B, where:
Outstanding Equity Awards at Fiscal Year Ended December 31, 2024
| 58 | Pursuit 2025 PROXY STATEMENT | |
Outstanding Equity Awards at Fiscal Year Ended December 31, 2024
| A = | (1.15% x Years of service from 1/1/1998 through 6/30/2004 x Final average earnings) | | | + | | | (0.55% x Years of service from 1/1/1998 through 6/30/2004 x Final average earnings in excess of the covered compensation breakpoint); and | | B = | Annual benefit from the MoneyGram Pension Plan, if applicable. |
Outstanding Equity Awards at Fiscal Year Ended December 31, 2024
Assumptions made in quantifying the present value of the current accrued benefit under this column (d) are discussed in our 2024 Form 10-K, in Note 20 to Consolidated Financial Statements, and are incorporated herein by reference. Non-Qualified Deferred Compensation for Fiscal Year Ended December 31, 2024 This table shows the amounts contributed to non-qualified deferred compensation plans during 2024:
Outstanding Equity Awards at Fiscal Year Ended December 31, 2024
| Name | Registrant Contributions in Last Fiscal Year ($)1,3 | Aggregate Earnings in Last Fiscal Year ($)2,3 | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | | (a) | (c) | (d) | (e) | (f) | | Barry | | | | | | Supplemental 401(k) Plan4 | 9,277 | 2,254 | (57,540) | 5,573 | | Ingersoll | | | | | | Defined Contribution Plan3 | 380,518 | 620,219 | — | 5,255,834 | | Supplemental 401(k) Plan4 | — | 1,554 | (28,822) | — | | Moster | | | | | | Supplemental 401(k) Plan4 | 24,690 | 13,292 | — | 259,606 | | Linde | | | | | | Supplemental 401(k) Plan4 | 5,212 | 1,143 | — | 25,377 |
Outstanding Equity Awards at Fiscal Year Ended December 31, 2024
1. Our matching contribution under the Supplemental 401(k) Plan is the same as our matching contribution under the 401(k) Plan that is generally available to all employees. We match 100% of the first 3% of annual base salary contributed, and 50% of the next 2% of annual base salary contributed by the executive officer. We report matching contributions as compensation in the Summary Compensation Table under column (i) (“All Other Compensation”). 2. Interest on each participant’s account balance is paid at an annual rate equal to the yield as of January 1, April 1, July 1, and October 1 on the Merrill Lynch Taxable Bond Index-Long Term Medium Quality (A3) Industrial Bonds, or such other rate as the Human Resources Committee may determine in a manner consistent with the requirements of Section 409A of the Code and related regulations. If the deferred compensation account is to be paid in installments, the interest is credited quarterly prior to the end of each installment period. If the deferred compensation account is not paid in installments, the interest is credited quarterly prior to the end of the participant’s deferral period. 3. “Defined Contribution SERP” refers to the Pursuit Attractions and Hospitality, Inc. Defined Contribution Supplemental Executive Retirement Plan, which we established in 2013 to replace the annual payment of lump-sum cash awards, including tax gross-ups, previously made to Ms. Ingersoll since the spin-off of MoneyGram in 2004. Our contributions under the Defined Contribution SERP are made only for the benefit of the account of Ms. Ingersoll, the plan’s sole participant. The Defined Contribution SERP provides annual contributions to Ms. Ingersoll’s account, and such contribution amounts are based on a formula that is intended to achieve an income replacement target at retirement. Ms. Ingersoll has a phantom account where hypothetical investment returns are deposited or credited, and assumes the investment risks and rewards by selecting from among a set of investment options we provided. The contribution amounts are recalculated each year based on Ms. Ingersoll’s current salary and MIP incentive bonus payment amounts, and any changes to the estimated benefits at retirement from the MoneyGram Pension Plan and related SERP. We report our contributions in the Summary Compensation Table under column (i) (“All Other Compensation”). 4. Refers to the Pursuit Attractions and Hospitality, Inc. Supplemental 401(k) Plan, which is a U.S.-based retirement program. Payments under the Supplemental 401(k) Plan are made only to participants who are U.S. citizens between the ages of 55 and 65.
Potential Payments Upon Employment Termination or Change In Control
Potential Payments Upon Employment Termination or Change In Control Certain termination events will trigger post-termination payments and benefits for our NEOs. Each termination event and the amount that could be payable to Mr. Barry, Ms. Ingersoll, and Ms. Striedel, our only NEOs who remained actively in service as executive officers as of December 31, 2024, is described in the narrative and provided in the table below, assuming a qualifying termination date of December 31, 2024, with a closing price
Potential Payments Upon Employment Termination or Change In Control
| | Pursuit 2025 PROXY STATEMENT | 59 |
Potential Payments Upon Employment Termination or Change In Control
of $42.51 per share for Pursuit’s common stock on December 31, 2024, the last trading day of the year, except where otherwise indicated. The receipt of certain of the payments and benefits described in this section are subject to the applicable NEO’s compliance with certain restrictive covenant obligations, including non-competition, non-solicitation of employees and non-solicitation of customers ranging from 12 to 18 months following the termination of employment. As described in the CD&A under the headings “Management Changes” and “Other Compensation Actions,” in connection with the Transaction, Mr. Moster transitioned from President and Chief Executive Officer of the Company to a non-executive advisory role, and Messrs. Linde and Stelmach stepped down from their respective roles at the Company, in each case, effective December 31, 2024. As such, they are not included in the broader narratives and table below. Instead, Messrs. Linde and Stelmach’s actual entitlements in connection with their transitions, and the amounts that Mr. Moster would have been entitled to receive under various employment and change-in-control scenarios pursuant to the terms of the Moster Transition Agreement as of December 31, 2024, are described separately below under the heading, “Payments and Potential Payments to Former NEOs.” Change in Control and Change in Control Severance Change in Control Without Termination We provide certain cash amounts and equity award vesting in the event of a change of control without a corresponding termination pursuant to the terms of the MIP and the award agreements governing outstanding equity awards. In this scenario, each of Mr. Barry, Ms. Ingersoll, and Ms. Striedel would be entitled to receive a pro-rata portion of the annual cash incentive granted under the MIP, calculated based on the achievement of performance measures through the date of the change in control. Any outstanding RSUs or NQSOs would fully vest as of the date of a change in control. Additionally, any outstanding PSUs would be paid at a 100% achievement level, prorated from the start of the performance period applicable to such award to the date of the change in control. Change in Control With Termination In 2024, Mr. Barry, Ms. Ingersoll, and Ms. Striedel participated in the Executive Severance Plan (Tier I) (the “Executive Severance Plan”), which we adopted in 2013. Under the Executive Severance Plan, a participating NEO is eligible for severance benefits if we terminate the NEO without cause or resignation by the executive for good reason (as those terms are defined in the Executive Severance Plan) within 36 months after a change in control. Under those circumstances, the executive would receive a lump-sum payment, as severance compensation, equal to a multiple of the following sum: • The NEO’s highest annual salary during his or her employment term; plus • The NEO’s target cash bonus under the MIP for the fiscal year in which the change in control occurs. The multiple is equal to the product of three times a fraction, the numerator of which is 36 minus the number of full months the NEO was employed following a change in control and the denominator of which is 36. Pursuant to the MIP, upon a change in control, each of Mr. Barry, Ms. Ingersoll, and Ms. Striedel would be entitled to receive a pro-rata portion of the annual cash incentive granted under the MIP for the year in which the change in control occurs, calculated based on the achievement of performance measures through the date of the change in control. Any outstanding RSUs and NQSOs would fully vest as of the date of a termination in connection with a change in control. Any PSUs would be paid at a 100% achievement level, prorated from the start of the performance period applicable to such award to the date of the change in control.
Potential Payments Upon Employment Termination or Change In Control
| 60 | Pursuit 2025 PROXY STATEMENT | |
Potential Payments Upon Employment Termination or Change In Control
Mr. Barry, Ms. Ingersoll, and Ms. Striedel’s participation in any life and health benefits will continue at the same cost as if the applicable NEO was an employee for a prorated three-year period. Each of them would also be eligible for outplacement services. The Executive Severance Plan does not contain any tax gross-up or modified single-trigger provisions. Involuntary Termination Not for Cause In February 2007, the Board adopted the Executive Officer Pay Continuation Policy (the “Pay Continuation Policy”) to provide severance cash payments and other benefits if we terminated an executive officer without cause (not for death, disability or cause). Except for Mr. Barry, who would receive a lump-sum cash payment pursuant to the terms of the Barry Non-CIC Severance Agreement described in the subsection “Voluntary Termination For Good Reason” of this section, executive officers with less than seven years of service would receive six months of salary, and executive officers with seven or more years of service would receive up to one year’s salary. Under the Pay Continuation Policy, executive officers would also receive certain continued health and welfare benefits for a period of up to twelve months following termination and outplacement services. To receive payments under the Pay Continuation Policy, executives must execute a general release containing a release of all claims against us, a covenant not to sue, a non-competition covenant, and a non-disparagement agreement, all in form and substance satisfactory to us. All benefits under the Pay Continuation Policy will cease on the last day of the month in which the executive officer commences new employment. As of the Closing Date, Mses. Ingersoll and Striedel became entitled to severance benefits in the event of an involuntary termination without cause pursuant to the Ingersoll Transition Agreement and Striedel Transition Agreement, respectively, in lieu of benefits under the Pay Continuation Policy. Under their respective agreements, each would be entitled to receive cash severance (for Ms. Ingersoll, one year’s base salary, and for Ms. Striedel, 11.3 months of base salary), certain continued health and welfare benefits for a period of up to twelve months following termination, outplacement services, and a prorated MIP payment for 2025 based on actual Company performance. See the CD&A subsections “CFO Transition and Compensation Arrangements” and “CAO Transition Arrangement” for more detail. In the event of an involuntary termination without cause, NQSOs would fully vest as of the date of termination. Additionally, RSUs and PSUs, in each case, that have been outstanding for at least 12 months, would vest upon the lapse of the vesting period on a pro-rata basis (percentage of time from the grant date or the start of the performance period, as applicable, to the termination date); provided, however, that the Retention RSU Award held by Ms. Striedel would vest in full, even if outstanding for less than 12 months. The equity award vesting is subject to the applicable NEO’s execution of a separation agreement and release of claims, at the Company’s request. Voluntary Termination for Good Reason NQSOs will vest on an accelerated basis upon a resignation for “good reason.” All other unvested RSUs and PSUs held by Mr. Barry, Ms. Ingersoll, or Ms. Striedel (except for Ms. Striedel’s Retention RSU Award) would be forfeited upon the NEO’s resignation for good reason. In the event of her resignation for good reason, Ms. Striedel’s Retention RSU Award would vest in full, even if outstanding for less than 12 months. In addition, the Barry Non-CIC Severance Agreement provides for post-termination payments upon (i) an involuntary termination not for cause by us or (ii) a voluntary termination of employment by Mr. Barry for “good reason” as defined under the severance agreement. In these scenarios, Mr. Barry will receive the equivalent of two years of his base salary, plus a pro-rata portion of the annual cash incentive granted under the MIP for the year in which the termination occurs, to the extent earned, provided that he timely executes a satisfactory release of all claims, waiver of rights, and covenant not to sue. Mr. Barry must also resign from our Board of Directors.
Potential Payments Upon Employment Termination or Change In Control
| | Pursuit 2025 PROXY STATEMENT | 61 |
Potential Payments Upon Employment Termination or Change In Control
Death Or Disability We provide certain cash amounts and equity award vesting if an NEO’s termination is due to death or disability. Under the Barry Non-CIC Severance Agreement, he is entitled to a lump sum payment of two times his annual salary on termination related to death or disability. The MIP and individual severance agreement for Mr. Barry, as applicable, provide that Mr. Barry, Ms. Ingersoll, and Ms. Striedel will be entitled to receive a pro-rata portion of the annual cash incentive granted under the MIP, calculated based on the achievement of performance measures through the date of the employment termination. Mr. Barry, Ms. Ingersoll, and Ms. Striedel would also receive RSUs (except as described below) and earned PSUs, in each case, that have been outstanding for at least 12 months, upon the lapse of the vesting period on a pro-rata basis (percentage of time from the grant date or the start of the performance period, as applicable, to the termination date). Ms. Striedel’s Retention RSU Award would vest in full, even if outstanding for less than 12 months. The equity award vesting is subject to the applicable NEO’s execution of a separation agreement and release of claims, at the Company’s request. All other unvested RSUs, PSUs, and NQSOs held by the NEO will be forfeited upon the NEO’s termination related to death or disability. The following table shows the estimated cash amounts and the estimated value of equity award vesting for each termination scenario, assuming that the termination, change in control event or death or disability event occurred December 31, 2024:
Potential Payments Upon Employment Termination or Change In Control
| 62 | Pursuit 2025 PROXY STATEMENT | |
Potential Payments Upon Employment Termination or Change In Control
Estimated Benefits in the Event of a Change in Control Without Termination, Change in Control with Involuntary/Without Cause or Voluntary/Good Reason Termination, Termination Involuntary Not for Cause, Termination Voluntary for Good Reason, and Death or Disability, In Dollars ($)
Potential Payments Upon Employment Termination or Change In Control
| | Change in Control Without Termination ($) | | Change in Control Termination Involuntary/ Without Cause or Voluntary/ Good Reason ($)5 | | Termination Involuntary Not for Cause ($) | | Termination Voluntary for Good Reason ($) | | Death or Disability ($)12 | | | Barry | | | | | | | | | | | | Cash Severance | — | | 2,970,000 | 1 | 1,200,000 | 1 | 1,200,000 | 1 | 1,200,000 | 1 | | Annual Incentive Cash Bonus (MIP) | 263,640 | 2 | 263,640 | 2 | 263,640 | 2 | 263,640 | 2 | 263,640 | 2 | | PSUs | 542,158 | 4 | 542,158 | 4 | — | | — | | — | | | RSUs | 697,079 | 3 | 697,079 | 3 | — | | — | | — | | | Welfare Benefits | — | | 50,623 | 6 | 16,874 | 15 | — | | — | | | Outplacement Services13 | — | | 20,000 | | 20,000 | | — | | — | | | Total | 1,502,877 | | 4,543,500 | | 1,500,514 | | 1,463,640 | | 1,463,640 | | | Ingersoll | | | | | | | | | | | | Cash Severance | — | | 2,366,400 | 1 | 493,000 | 1 | — | | — | | | Annual Incentive Cash Bonus (MIP) | 284,800 | 2 | 284,800 | 2 | — | | — | | 284,800 | 2 | | NQSOs14 | 104,584 | 3 | 104,584 | 3 | 104,584 | 9 | 104,584 | 9 | — | | | PSUs | 915,382 | 4 | 915,382 | 4 | 683,674 | 9 | — | | 683,674 | 9 | | RSUs | 699,162 | 3 | 699,162 | 3 | 327,089 | 9 | — | | 327,089 | 9 | | Welfare Benefits | — | | 57,771 | 6 | 19,257 | 15 | — | | — | | | Incremental Pension Benefit | — | | 437,318 | 7 | — | | — | | — | | | Defined Contribution Benefit | 4,544,717 | 8 | 4,544,717 | 8 | 4,544,717 | 10 | 4,544,717 | 10 | 4,544,717 | 11 | | Outplacement Services13 | — | | 20,000 | | 20,000 | | — | | — | | | Total | 6,548,645 | | 9,430,134 | | 6,192,321 | | 4,649,301 | | 5,840,280 | | | Striedel | | | | | | | | | | | | Cash Severance | — | | 1,533,000 | 1 | 343,708 | 1 | — | | — | | | Annual Incentive Cash Bonus (MIP) | 140,600 | 2 | 140,600 | 2 | — | | — | | 140,600 | 2 | | PSUs | 211,657 | 4 | 211,657 | 4 | 158,081 | 9 | — | | 158,081 | 9 | | RSUs | 611,379 | 3 | 611,379 | 3 | 523,014 | 9 | 401,805 | 9 | 523,014 | 9 | | Welfare Benefits | — | | 57,321 | 6 | 17,992 | 15 | — | | — | | | Outplacement Services13 | — | | 20,000 | | 20,000 | | — | | — | | | Total | 963,636 | | 2,573,957 | | 1,062,795 | | 401,805 | | 821,695 | |
Potential Payments Upon Employment Termination or Change In Control
1. Amounts reported as cash severance payments in the “Change in Control Termination Involuntary / Without Cause or Voluntary / Good Reason” column were calculated in accordance with the terms of the Executive Severance Plan. See “—Change in Control and Change in Control Severance—Change in Control with Termination” above. Amounts reported as cash severance payments in the “Termination Involuntary Not for Cause,” “Termination Voluntary for Good Reason” and “Death or Disability” columns were calculated in accordance with the terms of the Pay Continuation Policy, and the Barry Non-CIC Severance Agreement, as applicable. See “—Involuntary Termination Not For Cause” and “—Voluntary Termination For Good Reason” above. 2. Pursuant to the MIP, upon a change in control, regardless of whether there is also a termination of employment, each of the NEOs included in this table would be entitled to receive a pro-rata portion of the annual cash incentive granted under the MIP for the year in which the change in control occurs, calculated based on the achievement of performance measures through the date of the change in control. See “—Change in Control and Change in Control Severance” above. Amounts reported as annual incentive cash bonus in the “Termination Involuntary Not for Cause,” “Termination Voluntary for Good Reason” and “Death or Disability” columns were calculated in accordance with the terms of the Barry Non-CIC Severance Agreement and the MIP, as applicable. See “—Involuntary Termination Not For Cause” and “—Voluntary Termination For Good Reason” above. 3. Upon a change in control, regardless of whether there is a termination of employment, any outstanding RSUs or NQSOs would fully vest. See “—Change in Control and Change in Control Severance” above. Upon a change in control, regardless of whether there is also a termination of employment, the NEOs included in this table would be entitled to receive PSUs at a 100% achievement level, prorated from the start date of the performance period to the date of the change in control. See “—Change in Control and Change in Control Severance” above.
Potential Payments Upon Employment Termination or Change In Control
| | Pursuit 2025 PROXY STATEMENT | 63 |
Potential Payments Upon Employment Termination or Change In Control
If the payouts and vesting described in the “Change in Control without Termination” column were to occur upon a change in control, then in the event of a later termination in connection with the change in control, there would be no additional cash incentives paid under the MIP and the awards that vested upon the change in control would no longer be outstanding. 6. The NEOs included in this table receive continued welfare benefits coverage for the severance period of three years times a fraction, the numerator of which is 36 minus the number of full months from the date of the change in control through the last day of the NEO’s employment, and the denominator of which is 36 months. For purposes of this table, we have assumed the maximum coverage period of three years. See “—Change in Control and Change in Control Severance—Change in Control with Termination” above. 7. The Executive Severance Plan provides a special retirement benefit to Ms. Ingersoll in the form of an additional benefit accrual under the SERP, determined as if she continued employment during the severance period with the severance compensation included in her final average compensation as defined by the SERP. See “Pension Benefits for Fiscal Year Ended December 31, 2024.” 8. Under the Defined Contribution Plan, upon a change in control, Ms. Ingersoll’s contribution accounts will vest. If we terminate Ms. Ingersoll without cause (as that term is defined in the Defined Contribution Plan) within three years after a change in control, she will receive any company discretionary contribution that would have been credited to her company discretionary contribution account had she continued to be employed through the earlier of: (i) age 60; or (ii) the third anniversary of her termination date. See “Non-Qualified Deferred Compensation for Fiscal Year Ended December 31, 2024.” 9. In the event of an involuntary termination without cause or a voluntary termination for good reason, NQSOs would fully vest as of the date of termination. In the event of an involuntary termination without cause or a termination related to death or disability, RSUs (except as described below) and PSUs, in each case, that have been outstanding for at least 12 months, would vest upon the lapse of the vesting period on a pro-rata basis (based on the percentage of time from the grant date or the start of the performance period, as applicable, to the termination date). Ms. Striedel’s Retention RSUs would vest in full in the event of an involuntary termination without cause, a voluntary termination for good reason or a termination related to death or disability. See “—Involuntary Termination Not for Cause,” “—Voluntary Termination for Good Reason,” and “Death or Disability” above. 10. Ms. Ingersoll is the only current employee who participates in the Defined Contribution Plan. Under the provisions of the Defined Contribution Plan, if Ms. Ingersoll’s employment is terminated, voluntarily or involuntarily, under circumstances other than retirement, death or disability she will receive her vested account balance in either a lump-sum payment or annual installment payments, at her election. See “Non-Qualified Deferred Compensation for Fiscal Year Ended December 31, 2024.” 11. Under the provisions of the Defined Contribution Plan, if Ms. Ingersoll’s employment is terminated as a result of her death or disability, she will receive her vested account balance in a lump-sum payment. See “Non-Qualified Deferred Compensation for Fiscal Year Ended December 31, 2024.” 12. The amounts in this column presume the occurrence of an event constituting death or disability on December 31, 2024. 13. The amounts set forth in this row are estimates, and actual payments would likely vary. 14. For the NQSOs, the aggregate value is equal to the difference between the exercise price of the accelerated NQSOs and the closing price per share of our common stock on December 31, 2024, multiplied by the number of accelerated NQSOs. This table only includes the value of NQSOs that were in-the-money as of December 31, 2024. 15. The NEOs included in this table receive continued welfare benefits coverage for the salary continuation period described under “Termination Involuntary Not for Cause” above. Payments and Potential Payments to Former NEOs Mr. Linde and Mr. Stelmach Neither Mr. Linde nor Mr. Stelmach received any severance in connection with their transitions upon the closing of the Transaction, and as the buyer assumed all accrued liabilities with respect to their participation in the 2024 MIP, they did not receive any payouts under the 2024 MIP from the Company. In accordance with the terms of the applicable compensation programs and award agreements described in the narratives above, each remained entitled to: (1) continued eligibility for vesting of the 2023 PSUs, based on actual performance for the 2023-2025 performance period and prorated for the time each was in service with the Company from the beginning of the performance period through the termination date, (2) vesting of outstanding and unvested RSUs that were granted before 2024, prorated for the time each was in service with the Company from the grant date through the termination date, and (3) vesting of outstanding unvested NQSOs and exercise any outstanding vested NQSOs for a period of three months following the termination date. Messrs. Linde and Stelmach each forfeited the RSUs and PSUs that had been granted in 2024, as such awards had not been outstanding for 12 months at the time of their respective transitions.
Potential Payments Upon Employment Termination or Change In Control
| 64 | Pursuit 2025 PROXY STATEMENT | |
Potential Payments Upon Employment Termination or Change In Control
Mr. Moster As described in the CD&A subsection “CEO Transition and Compensation Arrangements—Mr. Moster,” in accordance with the Moster Transition Agreement, in the event of a change in control of the Company or a termination of Mr. Moster’s employment by the Company other than for cause, or due to his death or disability, in each case occurring on December 31, 2024 (and, where relevant, assuming a closing price of $42.51 per share for Pursuit’s common stock on December 31, 2024, the last trading day of the year), Mr. Moster would have been entitled to receive the following estimated cash amounts and the estimated value of equity award vesting:
Potential Payments Upon Employment Termination or Change In Control
| | Change in Control Without Termination ($) | Change in Control Termination Involuntary Not for Cause ($) | Termination Involuntary Not for Cause ($) | Death ($) | Disability ($) | | Cash Severance1 | — | 1,930,000 | 1,930,000 | 1,930,000 | — | | Annual Incentive Cash Bonus (MIP)2 | 937,000 | 937,000 | 937,000 | 937,000 | — | | NQSOs3 | 423,182 | 423,182 | 423,182 | 423,182 | — | | PSUs4 | — | 3,703,797 | 3,703,797 | 3,703,797 | 3,703,797 | | RSUs5 | 2,828,998 | 2,828,998 | 1,432,672 | 1,432,672 | 1,432,672 | | Welfare Benefits6 | — | 44,541 | 44,541 | 44,541 | — | | Outplacement Services7 | — | 20,000 | 20,000 | — | — | | Total | 4,189,180 | 9,887,518 | 8,491,192 | 8,471,192 | 5,136,469 |
Potential Payments Upon Employment Termination or Change In Control
1. Amount represents the cash severance that would be payable in a lump sum in accordance with the Moster Transition Agreement in the event of a termination of Mr. Moster’s employment as an advisor to the Company without cause (as defined in the Moster Transition Agreement) or due to his death. 2. Pursuant to the MIP, upon a change in control, regardless of whether there is also a termination of employment, Mr. Moster would be entitled to receive a pro-rata portion of the annual cash incentive granted under the MIP for the year in which the change in control occurs, calculated based on the achievement of performance measures through the date of the change in control. In addition, pursuant to the Moster Transition Agreement, in the event of a termination of his employment as an advisor to the Company without cause or due to his death, he would remain entitled to payment of his 2024 annual cash incentive under the MIP (to the extent unpaid). Amounts shown in this row represent the actual (not prorated) annual cash incentive that Mr. Moster received with respect to 2024. 3. In the event of a change in control, regardless of whether there is a termination of employment, any outstanding NQSOs would fully vest. In accordance with the Moster Transition Agreement, the event of a termination of Mr. Moster’s employment without cause or due to his death, any outstanding NQSOs that would have vested on or prior to March 1, 2025 would vest in full. The aggregate value shown in this row equal to the difference between the exercise price of the accelerated NQSOs and the closing price per share of our common stock on December 31, 2024, multiplied by the number of accelerated NQSOs. This table only includes the value of NQSOs that were in-the-money as of December 31, 2024. 4. In the event of a termination without cause or a termination related to death or disability, the vesting of Mr. Moster’s outstanding PSUs would vest upon the lapse of the vesting period on a pro-rata basis (based on the percentage of time from the start of the performance period to the termination date). 5. Upon a change in control, regardless of whether there is a termination of employment, any outstanding RSUs would fully vest. In accordance with the Moster Transition Agreement, in the event of a termination of Mr. Moster’s employment without cause or due to his death or disability, any outstanding RSUs that would have vested on or prior to March 1, 2025 would vest in full. 6. Amount represents the value of two years of continued welfare benefits coverage. Amount represents the estimated value of outplacement services. Actual payments would likely vary.
Potential Payments Upon Employment Termination or Change In Control
| | Pursuit 2025 PROXY STATEMENT | 65 |
CEO Pay Ratio
CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), we are providing the following disclosure that compares the annual total compensation of our “median employee” to the annual total compensation of our Principal Executive Officer, our CEO. For purposes of this disclosure, our CEO is Steven W. Moster, who served in that role for the entire 2024 fiscal year through December 31, 2024 and was serving as CEO on our median employee determination date (as described below). David W. Barry commenced serving as CEO on December 31, 2024. To calculate our 2024 CEO pay ratio, we elected to utilize the same median employee we had identified in 2023 using the identification process described below, because there were no subsequent changes to our employee population or compensation arrangements that we reasonably believe would result in a significant change to our pay ratio disclosure. While the sale of GES impacted our workforce, the sale was not effective until the last day of our 2024 fiscal year (as described elsewhere in this Proxy Statement). Our employee population and compensation arrangements did not otherwise change year-over-year from our median employee determination date in a manner that we believe would necessitate re-determining the median employee in 2024. The process that we used to determine our median employee in 2023 is summarized below: • To determine our median employee, we included base salary, which is paid in the form of hourly wages, and overtime paid, as the consistently applied compensation measure (“CACM”) for all employees. We selected these pay elements because they were the most consistently paid across our organization. We reviewed compensation as of December 13, 2023, our median employee determination date, to determine our median employee. As of that date, and according to the definition provided under Dodd-Frank, we had 6,286 employees, though not all of these employees were actively working at that time. In determining our median employee, we excluded employees from countries that represent 5% or less of our global headcount. The excluded countries were The Netherlands, the United Kingdom, Germany, Romania, and the United Arab Emirates, which, combined, represented less than 1% of our total headcount. • We collected employee pay data to identify a narrow range of employees around our estimated median pay for 2023 of $29,120, based on the CACM methodology. Using a range of pay within +/-5% of this estimated median, we identified a median group of 797 employees. We then conducted further analysis of prior years’ earnings to identify 4 employees from this group with relatively stable earnings over the past several years. Finally, from this list of employees, we selected our median employee, who is a Team Lead within the Legacy Pursuit organization. To determine our 2024 CEO pay ratio, we collected additional elements of pay for our median employee pursuant to Item 402(c)(2)(x) of Regulation S-K, which is the same methodology used to determine compensation for our CEO in the Summary Compensation Table in this Proxy Statement. Accordingly, the table below provides the annual total compensation for our median employee and for our CEO for 2024, as well as the ratio of our CEO’s total compensation to that of the median employee.
CEO Pay Ratio
| CEO Pay Ratio – includes part-time and seasonal employees: | | | 2024 Total Annual Compensation – Median Employee | $64,623 | | 2024 Total Annual Compensation – Steven W. Moster, CEO | $6,853,062 | | Ratio of CEO Compensation to the Median Employee | 106:1 |
CEO Pay Ratio
| | Pursuit 2025 PROXY STATEMENT | 67 |
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company’s aligns executive compensation with the Company’s performance, refer to the CD&A.
Pay Versus Performance
| | Summary Compensation Table Total for PEO | | Compensation Actually Paid to PEO | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Barry1 | Moster1 | Barry2 | Moster2 | Average Summary Compen- sation Table Total for Non-PEO NEOs3 | Average Compen- sation Actually Paid to Non-PEO NEOs4 | Total Share- holder Return5 | Peer Group Total Share- holder Return6 | Net Income (in millions)7 | EBITDA (in millions)8 | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 3,706,721 | 6,853,062 | 4,145,905 | 9,177,170 | 1,950,150 | 1,642,314 | 63.19 | 124.64 | 368.5 | 198.1 | | 2023 | — | 6,987,373 | — | 10,380,281 | 1,657,102 | 2,439,012 | $53.81 | $118.64 | 16.0 | 148.3 | | 2022 | — | 6,289,986 | — | 2,262,720 | 2,056,095 | (383,561) | $36.26 | $98.06 | 23.2 | 118.8 | | 2021 | — | 6,338,525 | — | 6,499,595 | 1,125,285 | 1,614,890 | $63.61 | $123.14 | (92.7) | 6.3 | | 2020 | — | 3,207,949 | — | (904,981) | 1,585,916 | 1,383,262 | $53.77 | $126.83 | (374.1) | (64.0) |
Pay Versus Performance
1. The dollar amounts reported in column (b) are the amounts of total compensation reported for Messrs. Barry (who served as our principal executive officer (“PEO”) in 2024) and Moster (who served as our PEO in 2024, 2023, 2022, 2021, and 2020) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.” 2. The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Messrs. Barry and Moster, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Messrs. Barry and/or Moster during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Messrs. Barry and Moster’s total compensation for 2024 to determine the compensation actually paid:
Pay Versus Performance
| Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Compensation Actually Paid to PEO | | Barry 2024 | $3,706,721 | $(2,819,469) | $3,258,653 | $4,145,905 | | Moster 2024 | $6,853,062 | $(4,875,530) | $7,199,638 | $9,177,170 |
Pay Versus Performance
(a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for 2024. (b) The equity award adjustments for 2024 include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in 2024 that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of 2024 (from the end of 2023) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of 2024; (iii) for awards that were granted and vested in 2024, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in 2024, the amount equal to the change as of the vesting date (from the end of 2023) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during 2024, a deduction for the amount equal to the fair value at the end of 2023; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in 2024 prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for 2024. The valuation assumptions used to calculate fair values did not materially differ from those disclosed as of the grant date of the equity awards. The amounts deducted or added in calculating the equity award adjustments are as follows:
Pay Versus Performance
| 68 | Pursuit 2025 PROXY STATEMENT | |
Pay Versus Performance
| Year | Year End Fair Value of Equity Awards Granted in the Year | Change in Fair Value from End of Prior Year to the End of Covered Year of Equity Awards Granted in Prior Years | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value on the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | Barry 2024 | $3,258,653 | — | — | — | — | — | $3,258,653 | | Moster 2024 | $5,634,984 | $1,814,910 | — | $716,037 | $(966,293) | — | $7,199,638 |
Pay Versus Performance
The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Messrs. Barry and Moster for 2024 and Mr. Moster for 2020 through 2023) (the “Non-PEO NEOs”) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Ellen M. Ingersoll, Leslie S. Striedel, Derek P. Linde, and Jeffrey A. Stelmach; (ii) for 2023 and 2022, Ellen M. Ingersoll, David W. Barry, Derek P. Linde, and Jeffrey A. Stelmach; (iii) for 2021, Ellen M. Ingersoll, David W. Barry, Derek P. Linde, and Leslie S. Striedel; and (iv) for 2020, Ellen M. Ingersoll, Jay A. Altizer, David W. Barry, and Derek P. Linde. 4. The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-PEO NEOs as a group for 2024 to determine the compensation actually paid, using the same methodology described above in footnote 2:
Pay Versus Performance
| Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Equity Award Adjustments(a) | Average Compensation Actually Paid to Non-PEO NEOs(b) | | 2024 | 1,950,150 | $(858,888) | $551,052 | 1,642,314 |
Pay Versus Performance
(a) The amounts deducted or added in calculating the total average equity award adjustments are as follows:
Pay Versus Performance
| Year | Average Year End Fair Value of Equity Awards Granted in the Year | Average Change in Fair Value from End of Prior Year to End of Covered Year of Equity Awards Granted in Prior Years | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Average Change in Fair Value on the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Average Total Equity Award Adjustments | | 2024 | $464,225 | $251,505 | — | $84,187 | $(341,171) | — | $551,052 |
Pay Versus Performance
(b) The average “compensation actually paid” to the Non-PEO NEOs as a group does not reflect any adjustments attributable to “service cost” or “prior service cost” for any defined benefit pension plans reported in the Summary Compensation Table for each applicable year. Ms. Ingersoll was the only NEO who participated in a defined benefit pension plan in each covered year. However, the benefits under such plan are frozen and there is no “service cost” or “prior service cost” to report with respect thereto. As such, the amount reported with respect to such benefit in the “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for each applicable year is reflected in the average Summary Compensation Table “Total” and has not been adjusted. 5. Represents Pursuit’s cumulative total shareholder return (“TSR”) per $100 invested from December 31, 2019, through December 31 of each of the respective years shown, calculated in accordance with Item 201(e) of Regulation S-K. Represents the peer group’s cumulative TSR per $100 invested from December 31, 2019, through December 31 of each of the respective years shown (with dividends reinvested, as applicable). The peer group used for this purpose is the S&P SmallCap 600 Hotels, Restaurants & Leisure index, of which Pursuit is a constituent, which is one of the peer groups used for the performance graph included in our 2024 Form 10-K as required under Regulation S-K Item 201(e)(1)(ii). In the proxy statement for the 2024 annual meeting, we referenced the S&P SmallCap 600 Commercial Services & Supplies index for this purpose. We made this change to better align with the strategic transformation
Pay Versus Performance
| | Pursuit 2025 PROXY STATEMENT | 69 |
Pay Versus Performance
of the Company as a result of the Transaction. The peer group TSR for the prior index was as follows: $87.91 for 2020; $94.13 for 2021; $82.03 for 2022; $96.91 for 2023; and $118.45 for 2024. Represents net income (loss) attributable to Pursuit as reported in the Company’s audited financial statements for the applicable year. 8. Represents EBITDA, a non-GAAP measure, the company-selected measure used for determining Pursuit’s MIP achievement as described in the “Short-Term (Annual) Incentives” section of the CD&A. Financial Performance Measures The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are (in no particular order): EBITDA EBITDA Margin Relative TSR Analysis Of The Information Presented In The Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, the Company is providing the following graphs setting forth relationships between information presented in the Pay versus Performance table. Compensation Actually Paid and TSR
Pay Versus Performance
| 70 | Pursuit 2025 PROXY STATEMENT | |
Pay Versus Performance
Compensation Actually Paid and Net Income Compensation Actually Paid and EBITDA
Pay Versus Performance
| | Pursuit 2025 PROXY STATEMENT | 71 |