DEF 14A of Hilton Grand Vacations Inc., Mar 19, 2024

DEF 14A of Hilton Grand Vacations Inc.

Filed Mar 19, 2024 · FY20230001140361-24-014146

Open on EDGAR

  1. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024

    NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024 The following information describes the offices held, other business directorships and the periods of service of each Director nominee. Each of the Director nominees is currently serving as a member of the Board with a term expiring at the Annual Meeting. Beneficial ownership of equity securities of the Director nominees is shown in the section titled “Ownership of Securities”.

  2. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024

    | Mark Wang | | Mark D. Wang, 66, has served as a director since May 2016, and he has served as our President and Chief Executive Officer (“CEO”) since the spin-off from Hilton Worldwide in January 2017. Prior to the spin-off, from March 2008 through December 2016, Mr. Wang served as Executive Vice President and President of Hilton Grand Vacations, a wholly-owned subsidiary of Hilton Worldwide, overseeing all of Hilton global timeshare operations; and before such position, Mr. Wang was head of HGV Asia for Hilton. He first joined Hilton in 1999, as the managing director of Hawaii and Asia Pacific; and he has held a series of senior management positions within HGV. During Mr. Wang’s time as president of HGV, he also served as executive vice president of Hilton’s executive committee; and held a dual role as president of Global Sales for Hilton’s hotel division from 2013 to 2014. Mr. Wang led Hilton’s inaugural Asia-Pacific Islander Team Member Resource Group. Under Mr. Wang’s leadership, HGV has experienced sustained growth; and he transformed the business into a capital-efficient model. With over 35 years of industry experience, Mr. Wang has earned a reputation as an innovator who brought new, highly effective sales and marketing techniques to the timeshare industry. In 1987, he introduced the U.S. vacation ownership product to the Japanese market. Prior to joining HGV, Mr. Wang co-founded three independent timeshare companies, where he served as president and chief operating officer of each. Mr. Wang currently serves on the board of directors of the American Resort Development Association (“ARDA”). He has been a member of ARDA’s board of directors and served on ARDA’s executive committee since 2008 and served as the chairman of the board of directors from 2017-2019. Mr. Wang served as the vice chairperson of ARDA-Hawaii, an ARDA State Legislative Committee, for six years. |

  3. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024

    | Hilton Grand Vacations | 6 | 2024 PROXY STATEMENT |

  4. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024

    | Qualifications, Attributes, Skills, and Experience: Mr. Wang’s extensive experience in senior leadership roles in the timeshare industry provides our Board with valuable industry-specific knowledge and expertise. In addition, Mr. Wang’s current role as our President and Chief Executive Officer brings management perspective to Board deliberations and provides valuable context on day-to-day operations. |

  5. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024

    | Leonard A. Potter | | Leonard A. Potter, 62, has served as the Chairperson of our Board since January 2017. Mr. Potter founded Wildcat Capital Management, LLC, a registered investment advisor, in September 2011 and has served as its president and chief investment officer since inception. Mr. Potter has also served as a founder and senior managing director of Vida Ventures I and II, each a biotech venture fund, since 2017. From 2002 through 2009, Mr. Potter was managing director—private equity at Soros Fund Management LLC (“SFM”) where, from May 2005 through July 2009, he served as co-head of its private equity group and as a member of the private equity investment committee. From July 2009 until September 2011, Mr. Potter served as a consultant to SFM, and as chief investment officer of Salt Creek Hospitality, a private acquirer and owner of hospitality-related assets, which was backed by SFM. From September 1998 until joining SFM in 2002, Mr. Potter was a managing director of Alpine Consolidated LLC, a private merchant bank. From April 1996 through September 1998, Mr. Potter founded and served as a managing director of Capstone Partners LLC, a private merchant bank (“Capstone”). Prior to founding Capstone, Mr. Potter was an attorney specializing in mergers, acquisitions, corporate governance, and corporation finance at Morgan, Lewis & Bockius LLP, and at Willkie Farr & Gallagher LLP. Mr. Potter has served and continues to serve as a director on a number of boards of directors of public and private companies, including SLR Capital Ltd. (NASDAQ: SLRC), SLR Senior Capital Ltd. (NASDAQ: SUNS) and SuRo Capital Corporation (NASDAQ: SSSS). Mr. Potter has prior board of directors experience in the hospitality and vacation ownership industries, having served on the board of directors of Hilton Worldwide from 2008 through 2013, and on the board of directors of Diamond Resorts International, LLC from 2007 through 2010. Mr. Potter received a Bachelor of Arts degree from Brandeis University and a Juris Doctor degree from Fordham University School of Law. | | Qualifications, Attributes, Skills, and Experience: Mr. Potter’s extensive experience as an attorney in the fields of securities law, corporation finance, corporate governance and mergers and acquisitions provides our Board valuable knowledge and insight on regulatory, risk management and business transactions matters. Further, Mr. Potter’s tenure in venture capital, private equity and other investment services activities, and his service on the boards of directors of several public and private companies, including companies in the hospitality and vacation ownership industry, bring capital markets and industry-specific knowledge and expertise to our Board. |

  6. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024

    | Brenda J. Bacon | | Brenda J. Bacon, 73, has served as a director since January 2017. Ms. Bacon is the past president and chief executive officer of Brandywine Senior Living, Inc., a provider of quality care and services to seniors, which she co-founded in 1996 and sold in 2023. Ms. Bacon grew Brandywine from one location to 32 communities in 7 states, with over 2,500 team members. In 2019, Ms. Bacon was inducted into McKnight’s Women of Distinction Hall of Honor and, in 2022, the American Seniors Housing Association’s Senior Living Hall of Fame. | | Ms. Bacon served as chief of management and planning, a cabinet-level position, under New Jersey Governor James J. Florio from 1989 to 1993. During President Clinton’s first term, Ms. Bacon was on loan to the Presidential Transition Team, as co-chair for the transition of the Department of Health and Human Services. Ms. Bacon is a board member and the past chairman of the board of directors of Argentum (formerly, the Assisted Living Federation of America), where she advocates on behalf of seniors and health care. Ms. Bacon is an independent director of FTI Consulting, Inc. (NYSE: FCN), an independent global business advisory firm dedicated to helping organizations manage change, mitigate risk, and resolve disputes, and serves as chair of FTI’s Nominating and Governance Committee and is a member of its Compensation Committee. In 2013, New Jersey Governor Chris Christie appointed Ms. Bacon to the board of trustees of Rowan University where she serves as chair of the Risk Management Committee and is a member of the University Advancement Committee. In 2023, Governor Phil Murphy reappointed her to the Rowan board. In 2017, Ms. Bacon was honored with the |

  7. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024

    | Hilton Grand Vacations | 7 | 2024 PROXY STATEMENT |

  8. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024

    | Virtua Health Humanitarian Award. Ms. Bacon received her undergraduate degree from Hampton University, and she holds a Master of Business Administration from the Wharton School of the University of Pennsylvania. | | Qualifications, Attributes, Skills, and Experience: Ms. Bacon’s leadership experience and organizational and management skills acquired through her career, including co-founding Brandywine Senior Living, Inc., provides our Board with her extensive financial expertise and a distinctive and entrepreneurial approach. |

  9. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024

    | David W. Johnson | | David W. Johnson, 62, has served as a director since January 2017. Mr. Johnson has served as co-founder and managing director at Horizon Capital Partners LLC since September 2021. Before this, he served as president and chief executive officer of Aimbridge Hospitality (“Aimbridge”) from April 2003 to September 2021 and oversaw the management of Aimbridge’s portfolio of over 1,600 hotels having approximately $10 billion in annual revenue and over 65,000 employees. Mr. Johnson held senior management positions at Wyndham International, including as president of Wyndham Hotels, overseeing approximately 15,000 employees, with $3 billion in annual revenue. He helped Wyndham grow from 10 hotels to over 500 hotels during his tenure. Currently, Mr. Johnson serves on the owners’ board of directors of the Dallas Stars NHL Franchise. Additionally, he serves as chairman of the board and a member of the audit committee for Sonida Senior Living (NYSE: SNDA). Mr. Johnson previously served on several boards of directors, including Strategic Hotel (NYSE: BEE), where he was also a member of its audit committee and corporate governance committee from 2012 to 2016. From 2009 to 2012, Mr. Johnson served as a director of Gaylord Entertainment (NYSE: GET). He also serves on several nonprofit boards of directors, including the Juvenile Diabetes Research Foundation and the Plano YMCA. He was recognized as a finalist for the Ernst & Young 2014 Entrepreneur of the Year. Mr. Johnson received his undergraduate degree in business economics, with highest honors, from Northeastern Illinois University. | | Qualifications, Attributes, Skills, and Experience: Mr. Johnson’s extensive experience as president and chief executive officer of one of the premier hotel management companies in the United States, as well as his marketing background, provides our Board with valuable insights about the hospitality industry. |

  10. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024

    | Mark H. Lazarus | | Mark H. Lazarus, 60, has served as a director since January 2017. Since July 2023, Mr. Lazarus has served as the Chairman of NBCUniversal Media Group, overseeing all networks and platforms for NBCU Entertainment and sports and all revenue streams for NBCU, including NBC, Bravo, E!, Oxygen True Crime, SYFY, USA Network, Universal Kids, the company’s streaming service, Peacock, NBC Sports Group, NBC affiliate relation, content distribution, and advertising sales. Previously, Mr. Lazarus served as the chairman of NBCUniversal Television and Streaming, where he was responsible for the company’s television networks and international networks, Direct-to-Consumer business, NBC Sports Group, owned television stationsand NBC affiliate relations. Prior to joining NBCUniversal, Mr. Lazarus was the president of Media and Marketing at CSE, a sports and entertainment company, from 2008 through 2010, and previously served as the president of Turner Entertainment Group, from 2003 through 2008, where he oversaw all aspects of Turner Entertainment Networks. Mr. Lazarus also served as President of Turner Sports from 1999 to 2003. Mr. Lazarus currently serves on the board of governors of the Boys and Girls Clubs of America, and on the board of directors for the Eastlake Foundation. He previously served on the board of directors of Compass Diversified Holdings (NYSE: CODI) from 2006 to 2016 and the board of directors of Cincinnati Bell (NYSE: CBB) from 2009 to 2011. Mr. Lazarus received his Bachelor of Arts from Vanderbilt University. | | Qualifications, Attributes, Skills, and Experience: Mr. Lazarus’ extensive experience in the media industry provides our Board with an important perspective in the areas of marketing and use of media. In addition, Mr. Lazarus’ management and leadership experience provide our Board with guidance on the skills necessary to lead and properly manage our business. |

  11. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024

    | Hilton Grand Vacations | 8 | 2024 PROXY STATEMENT |

  12. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024

    | Pamela H. Patsley | | Pamela H. Patsley, 67, has served as a director since December 2016. Ms. Patsley served as executive chairman of MoneyGram International, Inc. (NYSE: MGI), a P2P payments and money transfer company, from January 2009 to January 2018 and served as its chief executive officer from September 2009 to December 2015. Previously, Ms. Patsley served as senior executive vice president of First Data Corporation (“First Data”) from 2000 to 2007 and president of First Data International from 2002 to 2007. Ms. Patsley retired from those positions in 2007. From 1991 to 2000, Ms. Patsley served as president and chief executive officer of Paymentech, Inc., prior to its acquisition by First Data. Ms. Patsley also previously served as chief financial officer of First USA, Inc. Ms. Patsley currently serves on the boards of directors of Texas Instruments, Inc., where she is a member of the Governance and Stockholders Relations Committee (NASDAQ: TXN), Keurig Dr. Pepper, Inc. where she is a member of the Audit Committee (NYSE: KDP), and Payoneer Global, Inc. where she is a member of the Audit Committee (NASDAQ: PAYO). She served on the boards of directors of ACI Worldwide, Inc. (NASDAQ: ACIW) from 2018 to 2021, Molson Coors Brewing Company from 1996 to 2009, Pegasus Solutions, Inc. from 2002 to 2006, and Paymentech, Inc. from 1995 to 1999. Ms. Patsley received her Bachelor of Business Administration in accounting from the University of Missouri. | | Qualifications, Attributes, Skills, and Experience: Ms. Patsley’s extensive leadership experience as a chairman and chief executive officer, chief financial officer and other executive level positions in public companies, provides our Board with her financial acumen and risk management experience developed through her experience in public accounting, senior leadership, and extensive public company board of directors experience. |

  13. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024

    | David Sambur | | David Sambur, 43, has served as a director since August 2021 as a designee of the Apollo Investors. Mr. Sambur is the co-head of Apollo Private Equity, an affiliate of Apollo Global Management Inc. (“Apollo Private Equity”), where he oversees the Private Equity portfolio and has led numerous investments across technology, media, gaming, hospitality, and travel. He currently serves on the board of directors of Rackspace Technology (NASDAQ: RXT). Additionally, Mr. Sambur serves as a member of the boards of directors of multiple private companies. Mr. Sambur previously served on the board of directors of PlayAGS (NYSE: AGS) and Redbox Entertainment (NASDAQ: RDBX) and has served on the boards of directors of a number of private companies. Mr. Sambur previously served as a director of Dakota Holdings, Inc., the holding company that owned Diamond prior to the Diamond Acquisition. Prior to joining Apollo in 2004, Mr. Sambur was a member of the Leveraged Finance Group of Salomon Smith Barney Inc. Mr. Sambur serves on the Emory College Dean’s Advisory Council, the Arbor Brothers board of directors, and is a member of the Mount Sinai Department of Medicine Advisory Board. He also co-leads the Apollo Pride Network. Mr. Sambur received a bachelor’s degree, summa cum laude, in economics from Emory University. | | Qualifications, Attributes, Skills, and Experience: Mr. Sambur’s extensive experience as a private company and public company director provides our Board with his skills of analyzing businesses and leading investments in companies across an array of industries. |

  14. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024

    | Alex van Hoek | | Alex van Hoek, 37, has served as a director since August 2021 as a designee of the Apollo Investors. Mr. van Hoek is Partner at Apollo Global Management Inc., focused on private equity investing in Europe. Mr. van Hoek serves as a member of the boards of directors of multiple private companies. Mr. van Hoek previously served as a director of Dakota Holdings, Inc., the holding company that owned Diamond prior to the Diamond Acquisition. Mr. van Hoek is a member of the leadership committee of the Apollo Veterans Initiative. Prior to joining Apollo in 2010, Mr. van Hoek was a member of the Financial Sponsors group in the Global Banking department of Deutsche Bank Securities. Mr. van Hoek graduated, cum laude, with a dual BSE degree in Aerospace Engineering and Mechanical Engineering from Princeton University. | | Qualifications, Attributes, Skills, and Experience: Mr. van Hoek’s extensive service on private and public company boards of directors provide our Board with his experience expertise in financing, analyzing, and private equity investments. |

  15. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024

    | Hilton Grand Vacations | 9 | 2024 PROXY STATEMENT |

  16. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024

    | Paul W. Whetsell | | Paul W. Whetsell, 73, has served as a director since January 2017. Currently, Mr. Whetsell is the chief executive officer of Capstar Hotel Company, which primarily serves as an advisor to hospitality investors and operators and provides corporate governance guidance to early-stage companies. From January 2012 to March 2015, Mr. Whetsell served as president and chief executive officer of Loews Hotels & Resorts (“Loews”) and during his tenure, he grew the brand from 16 to 24 hotels, restructured Loews operations, and oversaw the investment of approximately $2 billion into the growth of the business and the upgrading and renovations of Loews properties. Thereafter, from April 2015 until July 2017, he served as the vice chairman of Loews. Prior to joining Loews, from 2009 to 2011, Mr. Whetsell served as a director of Virgin Hotels, providing strategic guidance in its operations and property acquisition activities. Previously, he held chairman and CEO positions at Meristar Hospitality Corp (NYSE: MHX), at the time the industry’s third largest REIT with over 110 hotels and $3 billion in assets. He also was chairman and CEO of Interstate Hotels and Resorts (NYSE: IHR) one of the industry’s largest operators with over 300 hotels under management. He is also the founder of the original Capstar Hotel Company, a third-party manager of upscale hotel properties. Currently, Mr. Whetsell serves on the boards of directors of Boyd Gaming Corporation (NYSE: BYD) and Vistry Group (LON: VTY). From 2008 – 2023, Mr. Whetsell served as a trustee of the board of trustees of the Cystic Fibrosis Foundation. From 2007 until May 2018, Mr. Whetsell served on the board of directors of NVR. Inc. (NYSE: NVR). Mr. Whetsell was a member of the American Hotel & Lodging Association’s Industry Real Estate and Financing Advisory Council and previously served on the board of governors of the National Association of Real Estate Investment Trusts (NAREIT). Mr. Whetsell received his bachelor’s degree from Davidson College. | | Qualifications, Attributes, Skills, and Experience: Mr. Whetsell’s senior leadership experience in the hospitality industry and public company board of directors experience provide our Board with public company experience, operational expertise, real estate experience, and brand marketing expertise. |

  17. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024

    THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

  18. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024

    | Hilton Grand Vacations | 10 | 2024 PROXY STATEMENT |

  19. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024

    CORPORATE GOVERNANCE AND BOARD MATTERS Our Board manages or directs our business and affairs, as provided by Delaware law, and conducts its business through meetings of the Board and three standing committees: the Audit Committee; the Compensation Committee; and the Nominating and Corporate Governance Committee (collectively the “Committees”). We have structured our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance include:

  20. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024

    | • | a majority of the Board is composed of independent directors; |

  21. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024

    | • | each of the Committees is comprised solely of independent directors; |

  22. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024

    | • | each of our directors is subject to annual re-election; |

  23. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024

    | • | under our bylaws and our Corporate Governance Guidelines, directors who fail to receive a majority of the votes cast in uncontested elections are required to submit their resignation to our Board; |

  24. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024

    | • | limits on the number of directorships held by our directors to prevent “overboarding”; |

  25. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024

    | • | our independent directors meet regularly in executive sessions; |

  26. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024

    | • | our Board currently has an independent Chairperson, and our Corporate Governance Guidelines provide for a lead independent director if the Chairperson does not qualify as an independent director; |

  27. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024

    | • | a continuing focus on identifying critical skills needed on our Board to support company strategy and development; |

  28. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024

    | • | no stockholder rights plan, and if our Board were to adopt a stockholder rights plan without prior stockholder approval, our Board would either submit the plan to stockholders for ratification or cause the rights plan to expire within one year; |

  29. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024

    | • | meaningful director and officer stock ownership guidelines; and |

  30. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024

    | • | robust education program for all our directors. |

  31. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2024

    | Hilton Grand Vacations | 11 | 2024 PROXY STATEMENT |

  32. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS We use a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on our Board. Our Compensation Committee reviews non-employee director compensation from time to time. Mr. Wang, the sole employee director on the Board, receives no additional compensation for serving on the Board.

  33. COMPENSATION PROGRAM

    | • | equity award of approximately $185,000 payable annually in the form of restricted stock units (“RSUs”), which will vest on the earlier of (i) the one-year anniversary of the grant date and (ii) the date of the next annual meeting of stockholders, subject to continued service on the Board through the vesting date. |

  34. COMPENSATION PROGRAM

    amount equal to five times his or her annual cash retainer (exclusive of retainers received for service on a committee of the Board or as chairperson of a committee or the Board). For purposes of this requirement, a director’s holdings include shares held directly or indirectly, individually or jointly, shares held in trust for the benefit of the director or a family member, shares underlying vested options (based on the excess of the market price of the stock over the exercise price), time-vesting restricted stock and RSU awards that have not yet vested, and shares held under a deferral or similar plan. Non-employee directors are expected to meet this ownership requirement within five years of becoming subject to the stock ownership policy. Declines in the stock price will not affect compliance with the stock ownership policy as long as each non-employee director continues to hold the number of shares held at the time compliance was initially achieved.

  35. DIRECTOR COMPENSATION FOR 2023

    DIRECTOR COMPENSATION FOR 2023 The table below sets forth information regarding non-employee director compensation for the fiscal year ended December 31, 2023.

  36. DIRECTOR COMPENSATION FOR 2023

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | Total Number of Outstanding Equity Awards (#)(2) | | Leonard A. Potter | $232,500 | $174,462 | $406,962 | 4,342 | | Brenda J. Bacon | $110,000 | $174,462 | $284,462 | 4,342 | | David W. Johnson | $110,000 | $174,462 | $284,462 | 4,342 | | Mark H. Lazarus | $95,000 | $174,462 | $269,462 | 4,342 | | Pamela H. Patsley | $117,500 | $174,462 | $291,962 | 4,342 | | David Sambur(3) | $260,000 | — | $260,000 | — | | Alex van Hoek(3) | $260,000 | — | $260,000 | — | | Paul W. Whetsell | $117,500 | $174,462 | $291,962 | 4,342 |

  37. DIRECTOR COMPENSATION FOR 2023

    | (1) Amounts reflect cash retainer fees for each non-employee director, based on the director fees set forth under “Compensation Program”. |

  38. DIRECTOR COMPENSATION FOR 2023

    | (2) Amounts reflect an annual equity award for the period from the date of the 2023 annual meeting of stockholders through the date of the 2024 annual meeting of stockholders, based on an annual award of $185,000. Represents the aggregate grant date fair value of the awards computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, using the assumptions discussed in Note 19 (“Share- Based Compensation”) of the consolidated financial statements included in HGV’s Annual Report on Form 10-K for the fiscal year ended December 29, 2023 (the “Annual Report on Form 10-K”). The outstanding equity awards were granted on May 3, 2023, at the 2023 annual meeting of stockholders and fully vest on the one-year anniversary of such date of grant or, if earlier, on the date of the next annual meeting of stockholders at which directors are elected. |

  39. DIRECTOR COMPENSATION FOR 2023

    | (3) In connection with their appointment to our Board pursuant to the terms of the Apollo Stockholders Agreement, we agreed to compensate each of Messrs. Sambur and van Hoek pursuant to the terms of our annual non-employee director compensation program. Upon their appointment, Messrs. Sambur and van Hoek and the Apollo Investors informed us that, due to certain internal policies and arrangements, Messrs. Sambur and van Hoek could not receive any direct compensation, either cash or equity, from public company boards of directors on which they serve and that any such payments are required to be made to an affiliate of the Apollo Investors. Accordingly, it was agreed that annual non-employee director cash compensation to which Messrs. Sambur and van Hoek would have been entitled would be paid (including for tax purposes) to such affiliate of the Apollo Investors. In addition, since the terms of the Apollo Stockholders Agreement generally provides, among other things, that the Apollo Investors and their affiliates are prohibited from acquiring any additional common stock of the Company (subject to certain exceptions), thereby prohibiting the payment of the annual non-employee director stock award compensation to such Apollo Investor affiliate, it was agreed that such affiliate would receive cash equivalent of any equity compensation to which Messrs. Sambur and van Hoek would have been entitled to receive. Accordingly, the amounts shown for Messrs. Sambur and van Hoek in this table include the cash equivalent of such equity awards based on the stock price of our common stock as of the grant date of the equity compensation. |

  40. DIRECTOR COMPENSATION FOR 2023

    Except for Messrs. Sambur and van Hoek, who did not receive any director compensation in the form of equity as described above, eligible non-employee directors are awarded equity under the Hilton Grand Vacations Inc. 2023 Omnibus Incentive Plan (and prior to the adoption of such plan, under the Hilton Grand Vacations Inc. 2017 Stock Plan for Non-Employee Directors) (the “Director Stock Plan”) in the form of RSUs. RSUs vest on the earlier of (i) the one-year anniversary of the grant date and (ii) the date of the next annual meeting of stockholders, subject to continued service on the Board through the vesting date or as otherwise provided in the plan or applicable award agreement. Dividend equivalents accrue on unvested RSUs either in cash or, at the sole discretion of the Compensation Committee, in shares of HGV’s common stock or additional RSUs equal to the fair market value of the dividend equivalent payment as of the dividend payment date, payable at the same time as the underlying RSUs are settled following vesting (or forfeited to the extent the underlying RSUs are forfeited). Any unvested

  41. DIRECTOR COMPENSATION FOR 2023

    | Hilton Grand Vacations | 24 | 2024 PROXY STATEMENT |

  42. DIRECTOR COMPENSATION FOR 2023

    RSUs held by a non-employee director will become fully earned and vested upon (i) termination of such director’s service as a result of such director’s death or disability, (ii) a change in control event, if the successor or surviving company does not assume, substitute or continue the RSUs on substantially similar terms, or (iii) termination of such director’s service without cause or with good reason (each as defined in the form of Restricted Stock Unit Agreement for use under the Director Stock Plan) within twelve months following a change in control. In addition, if a non-employee director retires more than six months after the grant date of a director RSU award, then a pro-rata number of RSUs shall become earned and vested as of the retirement date. Unvested RSUs are forfeited upon termination of service for any other reason. INFORMATION ABOUT OUR EXECUTIVE OFFICERS Set forth below is certain information regarding each of our current executive officers, other than Mr. Wang, whose biographical information is presented under “Proposal No. 1: Election of Directors — Nominees for Election to the Board of Directors in 2024”. Beneficial ownership of equity securities of certain of our executive officers is shown under the heading “Ownership of Securities” in this Proxy Statement.

  43. DIRECTOR COMPENSATION FOR 2023

    | Pablo Brizi | | Pablo Brizi, 49, has served as HGV’s Executive Vice President — Chief Human Resources Officer (“CHRO”) since October 2020 and Executive Vice President — CHRO and Corporate Affairs since August 2021. Mr. Brizi is responsible for leading teams of highly experienced human resources and corporate affairs professionals who provide strategic business partnerships and consultative talent services across the global business. He also oversees talent management, compensation, benefits, recruitment, succession planning, learning and development, general HR shared services, facilities and corporate communications. Mr. Brizi brings more than 25 years of human resources experience working with multinational organizations in the hospitality, technology, oil, manufacturing, and private equity industries. Most recently, he served as Chief Human Resources Officer for Bloomin’ Brands where he oversaw global compensation, benefits, talent management, leadership development, corporate affairs, and HR operations for approximately 100,000 corporate and restaurant Team Members. In addition, Mr. Brizi held a number of leadership positions with Avaya, including Vice President, Global Compensation and Benefits, and Senior Director of HR for the Americas. He also worked for NCR Corporation, Ford Motors Company, and Exxon Corporation in a variety of HR and compensation and benefits leadership roles. Mr. Brizi holds a bachelor’s degree in finance from Universidad Argentina de la Empresa. In addition, he completed Cornell University’s Modern CHRO Role executive education program and holds a designation in Certified Compensation Professional through World-at-Work. |

  44. DIRECTOR COMPENSATION FOR 2023

    | Charles R. Corbin | | Charles R. Corbin, 67, has served as HGV’s Executive Vice President, Chief Legal Officer, General Counsel and Secretary since November 2016. He also served as HGV’s Chief Development Officer from May 2018 until September 2020. Before joining HGV, Mr. Corbin held several legal roles at Hilton Worldwide for over 6 years from March 2010 to November 2016, including most recently as Senior Vice President for Dispute Resolution and Employment and Benefits. Prior to joining Hilton Worldwide in 2010, Mr. Corbin served in several high-level legal roles, including vice president and assistant general counsel at Sunrise Senior Living, an assisted living facility operator, and group vice president at The Mills Corporation, a developer, owner, and operator of large retail and entertainment centers and destinations. Mr. Corbin’s more than 40-year legal and business career includes managing a venture capital firm and serving in a variety of roles as a business counselor, legal advisor, and investor. He is known for working with operational management to successfully execute strategic goals while providing risk adjusted legal counsel and business advice. Mr. Corbin is a member of the board of directors of ARDA. Mr. Corbin holds a bachelor’s degree in English with highest honors from The Citadel, and a Juris Doctorate from the University of Dayton School of Law. |

  45. DIRECTOR COMPENSATION FOR 2023

    | Gordon S. Gurnik | | Gordon Gurnik, 60, has served as HGV’s Senior Executive Vice President and Chief Operating Officer since |

  46. DIRECTOR COMPENSATION FOR 2023

    | Hilton Grand Vacations | 25 | 2024 PROXY STATEMENT |

  47. DIRECTOR COMPENSATION FOR 2023

    | August 2021 and was previously Executive Vice President and Chief Operating Officer from December 2018 to August 2021. Mr. Gurnik’s responsibilities at HGV include working in partnership with the executive team to lead sales and business development, continue to build HGV’s brand, improve processes and products, and oversee resort operations and Club programs, all while ensuring alignment with HGV’s strategic priorities for all new initiatives. Prior to joining HGV, Mr. Gurnik served as President of RCI, a worldwide leader in vacation exchange and travel services and the largest exchange network in the world. While at RCI, he was instrumental in advancing the company’s signature products while also leading RCI’s strategic direction, operations and growth with over 3.8 million member families and 4,300 vacation ownership resorts. He serves on the board of directors for Christel House International, a non-profit organization that supports impoverished children throughout the world and is chair-elect on the ARDA Board of Directors. Mr. Gurnik holds a bachelor’s degree in management from Purdue University. |

  48. DIRECTOR COMPENSATION FOR 2023

    | Daniel J. Mathewes | | Daniel J. Mathewes, 49, has served as HGV’s Senior Executive Vice President and Chief Financial Officer since August 2021, and was Executive Vice President and Chief Financial Officer from November 2018 to August 2021. Mr. Mathewes is responsible for leading teams of highly skilled finance professionals who develop and implement corporate and financial strategies across our global business. He leads the finance, accounting, portfolio, treasury, tax, investor relations, development, and information technology departments. Mr. Mathewes brings more than 25 years of experience working with multinational public and private hospitality companies. He is known for working with operational management to successfully execute strategic goals while driving strong financial outcomes. Prior to joining HGV, Mr. Mathewes was the chief financial officer of Virgin Hotels North America, a hotel management company, from January 2016 to November 2018. Prior to that, Mr. Mathewes served as the chief financial officer of The World, Residences at Sea, a privately-owned yacht with 165 residences, from July 2014 to January 2016. He served as senior vice president of finance and treasury of Kerzner International Holdings Limited from September 2008 to July 2014, which operated the Atlantis resorts in Nassau and Dubai, the One&Only luxury hotels, and Mazagan Beach Resort in Morocco. Mr. Mathewes also worked in multiple financial leadership capacities with NCL Corporation (Norwegian Cruise Lines) and Royal Caribbean Cruises Ltd. Mathewes began his career with PricewaterhouseCoopers LLP. Mr. Mathewes graduated summa cum laude from Florida State University with bachelor’s degrees in accounting and economics. |

  49. DIRECTOR COMPENSATION FOR 2023

    | Hilton Grand Vacations | 26 | 2024 PROXY STATEMENT |

  50. DIRECTOR COMPENSATION FOR 2023

    RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE 2024 FISCAL YEAR The Audit Committee has approved the engagement of Ernst & Young LLP to perform the audit of the financial statements and internal control over financial reporting for the fiscal year ending December 31, 2024. Although ratification is not required by our bylaws or otherwise, the Board is submitting the selection of Ernst & Young LLP to our stockholders for ratification because we value our stockholders’ views on HGV’s independent registered public accounting firm. If our stockholders fail to ratify the selection, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of HGV and its stockholders. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting. They also will have the opportunity to make a statement if they desire to do so, and they are expected to be available to respond to appropriate questions.

  51. Key 2023 Compensation Committee Actions

    | • | Approved a short-term incentive plan based 70% on Economic Adjusted EBITDA and 30% on objectively measurable performance metrics specific to each individual NEO. The Compensation Committee approved a short-term incentive plan design, which we also refer to as our annual cash compensation plan, based 70% on Economic Adjusted EBITDA and 30% on objectively measurable performance metrics specific to each individual NEO. |

  52. Key 2023 Compensation Committee Actions

    | • | Returned to a 3-year performance period for Performance RSUs and maintained the grant mix of LTI awards of 50% RSUs, 25% stock options and 25% Performance RSUs other than for Mr. Wang. Mr. Wang’s LTI awards are comprised of 40% restricted stock units (RSUs or Service RSUs), 25% stock options and 35% performance RSUs (which we refer to as PSUs). The PSUs have a performance period commencing January 1, 2023 and ending December 31, 2025. |

  53. Overview

    | Compensation Element | Form | Objectives | | Base Salary Fixed, Short-Term | Cash | • Attract and retain high quality executives to drive our success • Align with external competitive level and internal parity for each role, responsibility, and experience | | Short-term Incentive At-risk, short-term (annual) | Cash | • Reward for our overall and business area financial results • Align actual pay-out based on achievement of our overall and business area performance goals | | Long-term Incentive At-risk, medium to long-term | Equity, including: Service RSUs Stock Options Performance RSUs | • Reward for our future performance and align with interests of our stockholders • Retain key executives through vesting over multi-year periods, with continued employment required through the applicable vesting date • Incentivize achievement of pre-established objectives tied to Economic Adjusted EBITDA and Contract Sales |

  54. Executive Compensation Practices

    | What We Do (Best Practices) | What We Don’t Do (Best Practices) | | ✔ Executive sessions without management ✔ Independent compensation consultant ✔ Significant percentage of pay “at risk” ✔ Significant use of equity-based pay ✔ Three-year vesting on service-based equity awards ✔ Multi-year performance periods on performance-based equity awards ✔ Capped incentive opportunities ✔ Clawback policy ✔ Robust stock ownership requirements (including a holding period after retirement) ✔ Efficient use of equity | x Excessive severance x Automatic single-trigger equity acceleration for change in control, if the awards are assumed in the transaction x Excise tax gross-ups x Option repricing or buyouts x Provide for reload awards x Pay dividends or dividend equivalents on unvested awards |

  55. Executive Compensation Practices

    | • | the objective of aligning stockholder interests by having a significant portion of compensation comprised of long-term equity-based awards, including a meaningful portion of which is performance-based; |

  56. Executive Compensation Practices

    | • | the views and recommendations of Pearl Meyer, including external market data provided by Pearl Meyer. |

  57. Executive Compensation Practices

    In selecting Pearl Meyer, the Compensation Committee considered the independence factors prescribed by applicable regulations and concluded that none of the work provided by Pearl Meyer raised any conflict of interest and, accordingly, determined Pearl Meyer met the independence criteria. Pearl Meyer provides no services to HGV other than compensation consulting services described above. Peer Group Comparisons. The Compensation Committee annually reviews and approves any peer group that will be used for executive compensation benchmarking in consultation with its independent compensation consultant and considers the benchmark data as one of many factors when making pay determinations. Pearl Meyer used the following peer group, which was approved by the Compensation Committee in May 2021, to make compensation recommendations for 2023. The Compensation Committee reviewed Pearl Meyer’s recommendations and used the 2023 peer group data in setting compensation for 2023.

  58. 2023 NEO Compensation Structure

    | | Short-Term Incentive Opportunity | | | | Long-Term Incentive Opportunity | | | | Name | Base Salary | %Salary (Target) | $Value (Target) | Target Total Cash | %Salary (Target) | $Value (Target) | Target Total Direct | | Mark D. Wang | $1,100,000 | 150% | $1,650,000 | $2,750,000 | 500% | $5,500,000 | $8,250,000 | | Daniel J. Mathewes | $650,000 | 125% | $812,500 | $1,462,500 | 250% | $1,625,000 | $3,087,500 | | Gordon S. Gurnik | $650,000 | 125% | $812,500 | $1,462,500 | 250% | $1,625,000 | $3,087,500 | | Charles R. Corbin | $525,000 | 100% | $525,000 | $1,050,000 | 200% | $1,050,000 | $2,100,000 | | Pablo Brizi | $475,000 | 100% | $475,000 | $950,000 | 200% | $950,000 | $1,900,000 |

  59. Short-Term Incentive Compensation

    Short-Term Incentive Compensation Annual Cash Incentive Program for 2023. The Compensation Committee approved the 2023 annual cash incentive program which rewards participants for their contributions towards specific annual, short-term financial and operational goals that are tied to the overall HGV strategy and stockholder return. It is designed to motivate participants to focus on strategic business results and initiatives. Each participant’s annual cash incentive award opportunity is based on a combination of corporate and objectively measurable individual performance objectives (as more fully described below) and is expressed as a percentage of the individual participant’s base salary in effect at fiscal year-end. Threshold, target and maximum annual cash incentive opportunities for our NEOs are approved annually by the Compensation Committee based on peer group benchmark data, the scope and impact the participant has on HGV’s overall results, and input from Pearl Meyer as appropriate. The annual cash incentive opportunities as a percentage of base salary for our NEOs remained the same from 2022 to 2023. In 2023, the Compensation Committee approved our annual cash incentive program design based 70% on Economic Adjusted EBITDA and 30% on objectively measurable performance metrics specific to each individual NEO.

  60. Short-Term Incentive Compensation

    | Hilton Grand Vacations | 36 | 2024 PROXY STATEMENT |

  61. Short-Term Incentive Compensation

    The threshold, target, and maximum payout levels for our NEOs as a percent of salary for the fiscal year ended December 31, 2023, as approved by the Compensation Committee, are set forth in the table below.

  62. Short-Term Incentive Compensation

    | Name | Threshold (50% of Target) | Target | Maximum (200% of Target) | | Mark D. Wang | 75% | 150% | 300% | | Daniel J. Mathewes | 62.5% | 125% | 250% | | Gordon S. Gurnik | 62.5% | 125% | 250% | | Charles R. Corbin | 50% | 100% | 200% | | Pablo Brizi | 50% | 100% | 200% |

  63. Short-Term Incentive Compensation

    Consistent with prior years, the Compensation Committee selected Economic Adjusted EBITDA as the corporate objective for 2023 because it is the primary measure that HGV uses internally to assess its financial performance. Individual performance objectives, as described below, are comprised primarily of quantitative, objective, and formulaic measures, such as applicable segment EBITDA, operating surplus or deficit, and cost savings. The Compensation Committee determined the individual performance objectives for our NEOs based on their respective areas of responsibilities and key functions associated with their respective roles. Each NEO’s annual cash incentive components, weightings and key primary individual performance goals for the fiscal year ended December 31, 2023 are set forth below.

  64. Short-Term Incentive Compensation

    | Name | Corporate Performance Objective (Economic Adjusted EBITDA(1)) | Individual Performance Objectives | Primary Individual Performance Goals | | Mark D. Wang | 70% | 30% | • Overall Revenue (15%) • Continue to develop HGV’s ESG Strategy and Long-Term Vision (15%) | | Daniel J. Mathewes | 70% | 30% | • Overall Company EBITDA Margin (15%) • Cash Flow Conversion Rate (15%) | | Gordon S. Gurnik | 70% | 30% | • Overall Company Contract Sales (15%) • Net Owner Growth (15%) | | Charles R. Corbin | 70% | 30% | • Compliance program review and assessment (15%) • Risk management (15%) | | Pablo Brizi | 70% | 30% | • Continue to develop HGV’s ESG Strategy and Long-Term Vision (15%) • Continue to develop Company-wide Talent Review & Succession Planning Process (15%) |

  65. Short-Term Incentive Compensation

    Following the completion of the fiscal year, the corporate and individual performance objectives of our annual cash incentive program is assessed and rated based on the level of achievement. Our NEOs’ actual annual cash incentive awards are calculated by (i) multiplying each participant’s base salary by his target award opportunity and (ii) adjusting such result by an achievement factor based on the combined achievement of the corporate and the applicable individual performance objectives. The Compensation Committee assesses the achievement of individual performance objectives and the achievement factor adjustment with respect to Mr. Wang and calculates and approves his annual cash incentive award. Mr. Wang and the chief human resources officer assess the achievement of individual performance objectives and the achievement factor for the other NEOs and calculate the annual cash incentive awards. The Compensation Committee then reviews and evaluates the information provided by Mr. Wang and the HGV compensation department and, with any appropriate adjustments, approves the appropriate annual cash incentive awards payable to our other NEOs. As noted previously, our NEOs are not present for discussions regarding their specific annual cash incentive award.

  66. Short-Term Incentive Compensation

    | Hilton Grand Vacations | 37 | 2024 PROXY STATEMENT |

  67. Corporate Performance Objective and Achievement

    | (2) Flat payout at target for performance within the specified range. |

  68. Corporate Performance Objective and Achievement

    | (3) For actual performance between the threshold, target and maximum levels, the resulting payout percentage is adjusted on a linear basis. |

  69. Corporate Performance Objective Payout (70%)

    Corporate Performance Objective Payout (70%)

  70. Corporate Performance Objective Payout (70%)

    | Name | Target Annual Cash Incentive Opportunity | Achievement Factor as a Percent of Target Award | 2023 Amount Earned under Annual Cash Incentive Program | | Mark D. Wang | $1,155,000 | 78% | $900,900 | | Daniel J. Mathewes | $568,750 | 78% | $443,625 | | Gordon S. Gurnik | $568,750 | 78% | $443,625 | | Charles R. Corbin | $367,500 | 78% | $286,650 | | Pablo Brizi | $332,500 | 78% | $259,350 |

  71. Individual Performance Objectives Payout (30%)

    Individual Performance Objectives Payout (30%)

  72. Individual Performance Objectives Payout (30%)

    | Name | Target Annual Cash Incentive Opportunity | Achievement Factor as a Percent of Target Award | 2023 Amount Earned under Annual Cash Incentive Program | | Mark D. Wang | $495,000 | 136.5% | $675,675 | | Daniel J. Mathewes | $243,750 | 92.5% | $225,469 | | Gordon S. Gurnik | $243,750 | 0% | $ — | | Charles R. Corbin | $157,500 | 151.5% | $238,613 | | Pablo Brizi | $142,500 | 200% | $285,000 |

  73. Total Payout (Corporate and Individual Performance Objectives) (100%)

    Total Payout (Corporate and Individual Performance Objectives) (100%)

  74. Total Payout (Corporate and Individual Performance Objectives) (100%)

    | Name | Target Annual Cash Incentive Opportunity | Achievement Factor as a Percent of Target Award | 2023 Amount Earned under Annual Cash Incentive Program | | Mark D. Wang | $1,650,000 | 95.55% | $1,576,575 | | Daniel J. Mathewes | $812,500 | 82.35% | $669,094 | | Gordon S. Gurnik | $812,500 | 54.60% | $443,625 | | Charles R. Corbin | $525,000 | 100.05% | $525,263 | | Pablo Brizi | $475,000 | 114.60% | $544,350 |

  75. Total Payout (Corporate and Individual Performance Objectives) (100%)

    | Hilton Grand Vacations | 38 | 2024 PROXY STATEMENT |

  76. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Long-Term Incentive Compensation Program for 2023. Long-term incentive compensation for 2023 was awarded under our stockholder-approved 2017 Omnibus Incentive Plan (the “2017 Incentive Plan”) and, going forward, will be awarded under our stockholder-approved 2023 Omnibus Incentive Plan. Long-term incentive compensation provides an opportunity for certain employees, including our NEOs, to increase their ownership interest in HGV through grants of equity- based awards and further align their interests with our performance and, accordingly, our stockholders’ interests. Under the 2017 Incentive Plan, equity-based awards may be awarded in the form of stock options, stock appreciation rights, restricted stock, RSUs, other equity-based awards, other cash-based awards and performance compensation awards. Each NEO’s target long-term incentive opportunity is approved annually by the Compensation Committee based on peer group benchmark data and the scope, impact the executive has on HGV’s overall results, and appropriate input from Pearl Meyer. The Compensation Committee believes that a significant portion of our long-term incentive compensation for our CEO and other NEOs should be in the form of Performance RSUs with appropriate performance metrics aligned with HGV’s long-term business goals and to further align the interests of our executives with the interests of our stockholders. As discussed above, the Compensation Committee determined that 35% of the long-term incentive compensation awarded to our CEO and 25% awarded to our other NEOs would be in the form of Performance RSUs, along with 50% Service RSUs (40% for our CEO) and 25% stock options. Accordingly, more than 50% of the LTI value is at-risk as it is based on performance conditions, specifically either (i) Company performance as measured by Economic Adjusted EBITDA and Contract Sales, or (ii) the appreciation of the value of the Company’s stock. The Compensation Committee determined that this design was in the best long-term interests of our stockholders and further aligns executive pay with performance. In 2023, the Compensation Committee granted long-term incentive awards to our NEOs based on the mix and weighting set forth in the chart below.

  77. Long-Term Incentive Compensation

    | Award Type | Weighting | Vesting | Value Tied To | | Service RSUs | 50% (40% for CEO) of total award | Vest over three years in equal annual installments | Stock price | | Stock Options | 25% of total award | Vest over three years in equal annual installments, with a 10-year expiration from the date of grant | Stock price appreciation | | Performance RSUs | 25% (35% for CEO) of total award | Vest at the end of a three-year period in an amount based on the level of performance achieved | Economic Adjusted EBITDA Targets (50%) Contract Sales Targets (50%) |

  78. Long-Term Incentive Compensation

    | Level of Achievement | Percentage of Award Earned | | Below Threshold | 0% | | Threshold | 50% | | Target | 100% | | Maximum | 200% |

  79. Long-Term Incentive Compensation

    | Hilton Grand Vacations | 39 | 2024 PROXY STATEMENT |

  80. Long-Term Incentive Compensation

    The Compensation Committee approved the following LTI awards for the NEOs:

  81. Long-Term Incentive Compensation

    | | LTI Value ($) | Stock Options (#)(1) | RSUs (#)(1) | PSUs (#)(2) | | Mark D. Wang | $5,500,000 | 55,488 | 44,770 | 39,173 | | Daniel J. Mathewes | $1,625,000 | 16,394 | 16,534 | 8,267 | | Gordon S. Gurnik | $1,625,000 | 16,394 | 16,534 | 8,267 | | Charles R. Corbin | $1,050,000 | 10,593 | 10,683 | 5,341 | | Pablo Brizi | $950,000 | 9,584 | 9,666 | 4,833 |

  82. Long-Term Incentive Compensation

    | (1) Ratably vest over three years, subject to the executive’s continued employment with the Company with certain exceptions as provided in the 2017 Incentive Plan and applicable award agreement. |

  83. Long-Term Incentive Compensation

    | (2) Cliff vest based on the level of achievement of pre-established performance metrics following a 3-year performance period commencing January 1, 2023 and ending December 31, 2025, subject to the executive’s continued employment with the Company with certain exceptions as provided in the 2017 Incentive Plan and applicable award agreement. |

  84. Long-Term Incentive Compensation

    2023 Performance RSUs. The Compensation Committee determined that Economic Adjusted EBITDA and Contract Sales are appropriate performance measures for the Performance RSUs because they align executive management’s interests with our stockholders’ interests and incentivize executive management to achieve the Company’s long-term strategic goals and aligns with objective metrics commonly used by industry peers and comparable publicly-traded companies. We have not disclosed the specific targets for Economic Adjusted EBITDA and Contract Sales for the 2023 Performance RSUs as those internal targets are highly confidential. Disclosing the specific Economic Adjusted EBITDA and Contract Sales targets would provide competitors and third parties with insights into our internal planning processes, which might allow our competitors to predict certain business strategies and cause us competitive harm if known in the marketplace. In general, and in keeping with the best interests of our stockholders, the Compensation Committee sets Economic Adjusted EBITDA and Contract Sales targets from year to year that it believes to be challenging, but attainable in the absence of significant deterioration in macroeconomic or broader industry conditions, or other materially adverse conditions or events that are beyond our control, such as COVID-19. The performance period commenced on January 1, 2023 and ends on December 31, 2025. Following the conclusion of the applicable performance period, the Compensation Committee will determine the number, if any, of Performance RSUs earned based on the level of achievement of the performance measures shown below. For actual performance between the specified threshold, target and maximum levels, the resulting payout percentage will be adjusted on a linear basis.

  85. Payout of 2022 Performance RSUs

    Payout of 2022 Performance RSUs Pursuant to the terms of the 2022 Performance RSUs, the NEO could earn between 0% and 200% of target based on the level of achievement of pre-established goals related to Contract Sales and Economic Adjusted EBITDA over the performance period commencing January 1, 2022 and ending December 31, 2023, as described in the table below. As previously disclosed in the proxy statement for the 2022 annual meeting of stockholders, the Compensation Committee decided on a two-year period of performance for the 2022 Performance RSUs due to difficulty in setting multi-year financial targets as a result of the continuing uncertainty from COVID-19’s impact on the Company’s business at the time such awards were granted.

  86. Payout of 2022 Performance RSUs

    | Performance Metric | Threshold | Target | Maximum | Actual | | Contract Sales | $3,950.4M | $4,647.5M | $5,344.7M | $4,691.0M | | Economic Adjusted EBITDA | $1,430.4M | $1,682.8M | $1,935.3M | $2,076.0M |

  87. Payout of 2022 Performance RSUs

    | Hilton Grand Vacations | 40 | 2024 PROXY STATEMENT |

  88. Payout of 2022 Performance RSUs

    Based on such actual performance measured as of December 31, 2023, the 2022 Performance RSUs were earned at 153.1% of target. Accordingly, the following shares of common stock were issued in February 2024 in settlement of the 2023 Performance RSUs:

  89. Payout of 2022 Performance RSUs

    | | Shares of Common Stock (#) | | Mark D. Wang | 63,501 | | Daniel J. Mathewes | 16,081 | | Gordon S. Gurnik | 16,926 | | Charles R. Corbin | 11,393 | | Pablo Brizi | 9,374 |

  90. Payout of Diamond Acquisition Incentive Awards

    Payout of Diamond Acquisition Incentive Awards Pursuant to the terms of the Diamond Acquisition Incentive Awards, the NEOs could earn between 0% and 200% of target based on the level of achievement of pre-established performance goals relating to run rate cost savings (weighted 67%) and combined company, post-acquisition Adjusted EBITDA (weighted 33%) following a two and one-half year performance period commencing on August 2, 2021, the closing date of the Diamond Acquisition, and ending December 31, 2023, subject to the NEO’s continued employment with the Company.

  91. Payout of Diamond Acquisition Incentive Awards

    | Performance Metric | Threshold | Target | Maximum | Actual | | Run Rate Cost Savings | $106M | $125M | $144M | $152M | | Adjusted EBITDA | $901M | $1,060M | $1,219M | $1,026M |

  92. Payout of Diamond Acquisition Incentive Awards

    Based on such actual performance measured as of December 31, 2023, the Diamond Acquisition Incentive Awards were earned at 163.4% of target. Accordingly, the following shares of common stock were issued in February 2024 in settlement of the Diamond Acquisition Incentive Awards:

  93. Payout of Diamond Acquisition Incentive Awards

    | | Shares of Common Stock (#) | | Mark D. Wang | 121,728 | | Daniel J. Mathewes | 68,979 | | Gordon S. Gurnik | 68,979 | | Charles R. Corbin | 68,979 | | Pablo Brizi | 48,689 |

  94. Target vs. Realizable CEO Compensation

    Demonstrating our compensation program’s strong tie to performance, our CEO’s 2022 realizable compensation was slightly below target, and his 2023 realizable compensation was slightly above target. For the purposes of the chart, target compensation includes base salary, target short-term annual incentive award, and the target grant date value (computed in accordance with FASB ASC Topic 718) of RSUs and stock option components of the long-term incentive awards granted in each of 2022 and 2023. Realizable compensation includes annual base salary earned and actual annual short-term incentive payouts for each of 2022 and 2023 and the intrinsic value of RSUs and stock options granted in each of 2022 and 2023 (in each case as of December 31, 2023, based on our closing stock price on such date). The target compensation reflected in the table does not include the target value of PSUs, as these awards are settled based on our actual performance over the applicable performance periods, nor does it include the realizable value of PSUs granted in 2022 and 2023, as the respective performance periods have not yet been completed. The actual payout amounts related to such PSUs may be substantially higher or lower than target depending on our actual financial performance for the remainder of the measurement periods. This table and the total realizable pay reported in this table provide supplemental information regarding the compensation paid to our CEO in 2022 and 2023 and should not be viewed as a substitute for the Summary Compensation Table or any other compensation related information that is required to be discussed in this proxy statement.

  95. Key Executive Compensation Policies, Risk Considerations and Benefits

    As of December 31, 2023, each of our NEOs satisfied the executive stock ownership requirement. For purposes of this requirement, an executive officer’s holdings include shares held directly or indirectly, individually or jointly, shares held in trust for the benefit of the executive or a family member, time-vesting restricted stock and restricted stock unit awards that have not yet vested, and shares held under a deferral or similar plan. Once the level of stock ownership satisfies the applicable guideline, ownership of the guideline amount is expected to be maintained for as long as the individual is subject to this Policy. Declines in the stock price will not affect compliance with the stock ownership policy as long as executives continue to hold the number of shares held at the time compliance was initially achieved. In addition, the Stock Ownership Policy includes a 12-month holding period for certain equity awards in the event of a retirement by NEOs. Clawback Policy. We maintain a clawback policy that complies with the applicable listing standards of The New York Stock Exchange (the “NYSE”) and Rule 10D-1 under the Securities Exchange Act of 1934. In the event of a restatement of the reported financial results of HGV or any of its segments due to material non-compliance with financial reporting requirements, the Compensation Committee will recover reasonably promptly the amount of all erroneously awarded compensation received by an executive officer during the covered period (within the meaning of such terms as provided in the NYSE listing standards). Equity Award Granting Policy. The annual grant of stock-based awards to our NEOs is generally made on the date of the first or second regularly scheduled Compensation Committee meeting of the calendar year (typically held in the first quarter) subject to any change at the discretion of the Compensation Committee. In addition to annual awards, other grants may be awarded at other times (1) to attract new hires; (2) to recognize employees for special achievements or for retention purposes; (3) to new employees as a result of the acquisition of another company; or (4) as may be desirable and prudent in other special circumstances. The exercise price of stock options is determined based on the fair market value of a share of common stock on the grant date. We monitor and periodically review our equity grant policies to ensure compliance with plan rules and applicable law. We do not have a program, plan or practice to time our equity grants in coordination with the release of material, non-public information.

  96. Key Executive Compensation Policies, Risk Considerations and Benefits

    | • | balances short-term cash and long-term equity incentive compensation; |

  97. Key Executive Compensation Policies, Risk Considerations and Benefits

    | • | provides that at-risk compensation is based on a variety of qualitative and quantitative performance goals, including HGV’s stock price, HGV’s overall financial performance and the achievement of specific business area goals; |

  98. Key Executive Compensation Policies, Risk Considerations and Benefits

    | • | provides the Compensation Committee with discretion to reduce the annual incentive amount awarded; |

  99. 2024 EXECUTIVE COMPENSATION HIGHLIGHTS

    2024 EXECUTIVE COMPENSATION HIGHLIGHTS In March 2024, the Compensation Committee approved transaction incentive awards (“Transaction Incentive Awards”) in connection with the Company’s acquisition of Bluegreen Vacations Holding Corporation (the “Bluegreen Acquisition”) consisting of Performance RSUs and performance-based cash awards (the “Performance Cash Awards”) for certain executive officers and employees, including the named executive officers listed below. The Performance RSUs and the Performance Cash Awards comprise 60% and 40%, respectively, of the Transaction Incentive Awards for each applicable recipient, as follows:

  100. 2024 EXECUTIVE COMPENSATION HIGHLIGHTS

    | | Transaction Incentive Award Value ($) | Performance RSUs (#)(1) | Performance Cash Awards ($)(2) | | Mark D. Wang | $3,750,000 | 50,767 | $1,500,000 | | Daniel J. Mathewes | $2,000,000 | 27,075 | $800,000 | | Gordon Gurnik | $2,000,000 | 27,075 | $800,000 | | Charles R. Corbin | $2,500,000 | 33,844 | $1,000,000 | | Pablo Brizi | $1,750,000 | 23,691 | $700,000 |

  101. 2024 EXECUTIVE COMPENSATION HIGHLIGHTS

    | (1) The Performance RSUs vest based on the level of achievement of pre-established performance goals relating to run rate cost savings (weighted 50%) and Adjusted EBITDA (weighted 50%) following a 2-year performance period commencing on January 17, 2024 and ending on December 31, 2025, subject to the executive’s continued employment with the Company (with certain customary exceptions as provided in the 2023 Plan and applicable award agreement). |

  102. 2024 EXECUTIVE COMPENSATION HIGHLIGHTS

    | (2) The Performance Cash Award vests and is payable based on the level of achievement of pre-established performance goals relating to run rate cost savings following an 18-month performance period commencing on January 17 2024, and ending on June 30, 2025, except that fifty percent (50%) of the Performance Cash Award is eligible to vest and be payable on September 30, 2024, if certain run rate cost savings goals are achieved by such date. The foregoing vesting and payment of the Performance Cash Award is subject to the executive’s continued employment with the Company at the applicable vesting date (with certain customary exceptions as provided in the 2023 Plan and applicable award agreement). |

  103. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table presents summary information regarding the total compensation awarded to, earned by or paid to each of our NEOs for the fiscal years indicated.

  104. SUMMARY COMPENSATION TABLE

    | Name | Year | Salary(1) ($) | Stock Awards(2) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Mark D. Wang President and Chief Executive Officer | 2023 | $1,100,000 | $4,124,959 | $2,726,680 | $1,576,575 | $266,387 | $9,794,601 | | | 2022 | $1,097,115 | $3,918,719 | $2,601,266 | $2,953,500 | $38,245 | $10,608,845 | | | 2021 | $950,000 | $8,699,972 | $5,459,995 | $2,319,232 | $26,066 | $17,455,265 | | Daniel J. Mathewes Senior Executive Vice President and Chief Financial Officer | 2023 | $650,000 | $1,218,721 | $805,601 | $669,094 | $37,305 | $3,380,721 | | | 2022 | $650,000 | $1,389,364 | $922,275 | $1,510,438 | $29,917 | $4,501,994 | | | 2021 | $571,192 | $3,349,955 | $1,580,512 | $1,445,067 | $27,389 | $6,974,115 | | Gordon S. Gurnik Senior Executive Vice President and Chief Operating Officer | 2023 | $650,000 | $1,218,721 | $805,601 | $443,625 | $34,131 | $3,152,078 | | | 2022 | $650,000 | $1,462,421 | $970,774 | $1,309,344 | $25,430 | $4,417,969 | | | 2021 | $566,923 | $3,051,839 | $1,294,932 | $1,160,894 | $10,000 | $6,084,588 | | Charles R. Corbin Executive Vice President and Chief Legal Officer | 2023 | $525,000 | $787,419 | $520,540 | $525,263 | $32,559 | $2,390,781 | | | 2022 | $524,085 | $984,353 | $653,414 | $1,018,500 | $19,884 | $3,200,236 | | | 2021 | $477,405 | $2,953,155 | $1,200,414 | $811,589 | $10,000 | $5,452,563 | | Pablo Brizi(8) Executive Vice President Chief Human Resources Officer & Corporate Affairs | 2023 | $474,519 | $712,481 | $470,958 | $544,350 | $27,491 | $2,229,799 | | | 2022 | $450,000 | $809,933 | $537,678 | $900,000 | $46,572 | $2,744,183 | | | 2021 | $419,231 | $2,099,932 | $862,090 | $822,427 | $39,299 | $4,242,979 |

  105. SUMMARY COMPENSATION TABLE

    | (1) Amounts in this column reflect the salary earned during the fiscal year, whether paid or deferred under HGV’s employee benefit plans. |

  106. SUMMARY COMPENSATION TABLE

    | (2) Represents the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718, using the assumptions discussed in Note 19 (“Share-Based Compensation”) of the consolidated financial statements included in HGV’s Annual Report on Form 10-K. For Performance RSUs, the grant date fair value is calculated using the target number of Performance RSUs awarded to each NEO, which was the assumed probable outcome as of the grant date. Assuming, instead, the highest level of performance achievement as of the grant date, the aggregate grant date fair value of the awards would have been as follows: |

  107. SUMMARY COMPENSATION TABLE

    | Name | 2023 | 2022 | 2021 | | Mark D. Wang | $3,850,000 | $3,657,500 | $3,800,000 | | Daniel J. Mathewes | $812,500 | $926,250 | $1,100,000 | | Gordon S. Gurnik | $812,500 | $975,000 | $901,250 | | Charles R. Corbin | $525,000 | $656,250 | $835,459 | | Pablo Brizi | $475,000 | $540,000 | $600,000 |

  108. SUMMARY COMPENSATION TABLE

    | (3) Reflects actual amounts paid under our annual cash incentive program. |

  109. SUMMARY COMPENSATION TABLE

    | (4) All Other Compensation for 2023 is set forth in the table below. The value of perquisites and other personal benefits reflects the aggregate incremental cost to the Company of providing the benefit. |

  110. SUMMARY COMPENSATION TABLE

    | Hilton Grand Vacations | 47 | 2024 PROXY STATEMENT |

  111. 2023 GRANTS OF PLAN-BASED AWARDS

    2023 GRANTS OF PLAN-BASED AWARDS The following table sets forth information concerning grants of plan-based awards to the NEOs during the fiscal year ended December 31, 2023. All equity awards were granted under the 2017 Incentive Plan.

  112. 2023 GRANTS OF PLAN-BASED AWARDS

    | | | | Estimate Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimate Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number or Shares of Stock of Units (#)(3) | All Other Stock Awards: Number of Securities Underlying Option (#)(4) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards(5) | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Mark D. Wang | Annual Cash Incentive | — | $123,750 | $1,650,000 | $3,300,000 | — | — | — | — | — | — | — | | | Service RSUs | 3/7/2023 | — | — | — | — | — | — | 44,770 | — | — | $2,199,998 | | | Stock Options | 3/7/2023 | — | — | — | — | — | — | — | 55,488 | $49.14 | $1,374,993 | | | Performance RSUs | 3/7/2023 | — | — | — | 19,586 | 39,173 | 78,346 | — | — | — | $1,924,961 | | Daniel J. Mathewes | Annual Cash Incentive | — | $60,938 | $812,500 | $1,625,000 | — | — | — | — | — | — | — | | | Service RSUs | 3/7/2023 | — | — | — | — | — | — | 16,534 | | | $812,481 | | | Stock Options | 3/7/2023 | — | — | — | — | — | — | — | 16,394 | $49.14 | $406,243 | | | Performance RSUs | 3/7/2023 | — | — | — | 4,133 | 8,267 | 16,534 | — | — | — | $406,240 | | Gordon S. Gurnik | Annual Cash Incentive | — | $60,938 | $812,500 | $1,625,000 | — | — | — | — | — | — | — | | | Service RSUs | 3/7/2023 | — | — | — | — | | | 16,534 | — | — | $812,481 | | | Stock Options | 3/7/2023 | — | — | — | — | | | — | 16,394 | $49.14 | $406,243 | | | Performance RSUs | 3/7/2023 | — | — | — | 4,133 | 8,267 | 16,534 | — | — | — | $406,240 | | Charles R. Corbin | Annual Cash Incentive | — | $39,375 | $525,000 | $1,050,000 | — | — | — | — | — | — | — | | | Service RSUs | 3/7/2023 | — | — | — | — | — | — | 10,683 | — | — | $524,963 | | | Stock Options | 3/7/2023 | — | — | — | — | — | — | — | 10,593 | $49.14 | $262,495 | | | Performance RSUs | 3/7/2023 | — | — | — | 2,670 | 5,341 | 10,682 | — | — | — | $262,457 | | Pablo Brizi | Annual Cash Incentive | — | $35,625 | $475,000 | $950,000 | — | — | — | — | — | — | — | | | Service RSUs | 3/7/2023 | — | — | — | — | — | — | 9,666 | — | — | $474,987 | | | Stock Options | 3/7/2023 | — | — | — | — | — | — | — | 9,584 | $49.14 | $237,492 | | | Performance RSUs | 3/7/2023 | — | — | — | 2,416 | 4,833 | 9,666 | — | — | — | $237,494 |

  113. 2023 GRANTS OF PLAN-BASED AWARDS

    | (1) Reflects the possible payouts of cash incentive compensation under our annual cash incentive program. Amounts reported in the “Threshold” column assume that there is no payout under the Economic Adjusted EBITDA component of the annual cash incentive program and that the NEO only earns the minimum payout for the individual performance objective that has been assigned the lowest weighting. |

  114. 2023 GRANTS OF PLAN-BASED AWARDS

    | (2) As described in further detail under ‘’Compensation Discussion and Analysis-2023 Executive Compensation Design and Decisions-Long-Term Incentive Compensation”, the Performance RSUs granted in 2023 have a 3-year performance period ending December 31, 2025 and vest, as to 50% of the awards, based on Economic Adjusted EBITDA and, as to 50% of the awards, based on Contract Sales. Threshold assumes that 50% of the total Performance RSUs awarded vest, and maximum assumes that 200% of the total Performance RSUs awarded vest. |

  115. 2023 GRANTS OF PLAN-BASED AWARDS

    | (3) Service RSUs vest in three equal annual installments beginning on the first anniversary of the grant date. |

  116. 2023 GRANTS OF PLAN-BASED AWARDS

    | (4) Stock options vest in three equal annual installments beginning on the first anniversary of the grant date. The stock options have an exercise price per share equal to the closing price of HGV’s common stock as reported on the NYSE on the date of grant. |

  117. 2023 GRANTS OF PLAN-BASED AWARDS

    | (5) Represents the grant date fair value of the awards computed in accordance with FASB ASC Topic 718, using the assumptions discussed in Note 19 (“Share- Based Compensation”) of the consolidated financial statements included in HGV’s Annual Report on Form 10-K. The stock options have a weighted average exercise price per share equal to $49.14, computed in accordance with FASB ASC Topic 718 using the assumptions discussed in Note 19 (“Share-Based Compensation”) of the consolidated financial statements included in HGV’s Annual Report on Form 10-K. The grant date fair value of the Performance RSUs was computed in accordance with FASB ASC Topic 718 based on the probable outcome of the performance conditions as of the grant date. |

  118. 2023 GRANTS OF PLAN-BASED AWARDS

    | Hilton Grand Vacations | 49 | 2024 PROXY STATEMENT |

  119. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END The following table sets forth information regarding outstanding equity awards held by our NEOs as of December 31, 2023.

  120. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable(2) (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(3) (#) | Market Value of Shares or Units of Stock That Have Not Subscripted(6) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(6) ($) | | Mark D. Wang | | | | | | — | — | — | — | | | 2/10/2015(1) | 46,388 | — | $26.17 | 2/10/2025 | — | — | — | — | | | 2/18/2016(1) | 73,286 | — | $18.69 | 2/18/2026 | — | — | — | — | | | 3/9/2017 | 190,813 | — | $28.30 | 3/9/2027 | — | — | — | — | | | 3/7/2018 | 48,906 | — | $46.62 | 3/7/2028 | — | — | — | — | | | 3/5/2019 | 61,838 | — | $33.32 | 3/5/2029 | — | — | — | — | | | 3/3/2020 | 83,150 | | $25.80 | 3/3/2030 | | | — | — | | | 3/22/2021 | 95,237 | 47,620 | $38.22 | 3/22/2031 | 33,142 | $1,331,646 | — | — | | | 8/2/2021 | | | | | 121,728(5) | $4,891,031 | | | | | 3/7/2022 | 19,666 | 39,333 | $44.09 | 3/7/2032 | 31,603 | $1,269,809 | | | | | — | | | | | 63,501(5) | $2,551,470 | | | | | 3/7/2023 | — | 55,488 | $49.14 | 3/7/2033 | 44,770 | $1,798,859 | 39,173(8) | $1,573,971 | | Daniel J. Mathewes | 3/5/2019 | 23,342 | — | $33.32 | 3/5/2029 | — | — | — | — | | | 3/3/2020 | 31,386 | | $25.80 | 3/3/2030 | | | — | — | | | 3/22/2021 | 27,568 | 13,785 | $38.22 | 3/22/2031 | 9,594 | $385,487 | — | — | | | 8/2/2021 | | | | | 68,979(5) | $2,771,576 | | | | | 3/7/2022 | 6,972 | 13,946 | $44.09 | 3/7/2032 | 14,006 | $562,761 | | | | | — | | | | | 16,081(5) | $646,135 | | | | | 3/7/2023 | — | 16,394 | $49.14 | 3/7/2033 | 16,534 | $664,336 | 8,267(8) | $332,168 | | Gordon S. Gurnik | 3/5/2019 | 24,410 | — | $33.32 | 3/5/2029 | — | — | — | — | | | 3/3/2020 | 32,822 | | $25.80 | 3/3/2030 | | | — | — | | | 3/22/2021 | 22,587 | 11,294 | $38.22 | 3/22/2031 | 7,861 | $315,855 | — | — | | | 8/2/2021 | | | | | 68,979(5) | $2,771,576 | | | | | 3/7/2022 | 7,339 | 14,679 | $44.09 | 3/7/2032 | 14,743 | $592,374 | | | | | — | | | | | 16,926(5) | $680,087 | | | | | 3/7/2023 | — | 16,394 | $49.14 | 3/7/2033 | 16,534 | $664,336 | 8,267(8) | $332,168 | | Charles R. Corbin | 2/10/2015 | 6,755 | — | $26.17 | 2/10/2025 | — | — | — | — | | | 3/9/2017 | 31,802 | — | $28.30 | 3/9/2027 | — | — | — | — | | | 3/7/2018 | 11,930 | — | $46.62 | 3/7/2028 | — | — | — | — | | | 5/10/2018 | 6,365 | — | $39.87 | 5/10/2028 | — | — | — | — | | | 3/5/2019 | 22,628 | — | $33.32 | 3/5/2029 | — | — | — | — | | | 3/3/2020 | 30,426 | | $25.80 | 3/3/2030 | | | — | — | | | 3/22/2021 | 20,938 | 10,470 | $38.22 | 3/22/2031 | 7,287 | $292,792 | — | — | | | 8/2/2021 | | | | | 68,979(5) | $2,771,576 | | | | | 3/7/2022 | 4,939 | 9,881 | $44.09 | 3/7/2032 | 9,923 | $398,706 | | | | | — | | | | | 11,393(5) | $457,771 | | | | | 3/7/2023 | | 10,593 | $49.14 | 3/7/2033 | 10,683 | $429,243 | 5,341(8) | $214,601 | | Pablo Brizi | 3/22/2021 | 15,037 | 7,519 | $38.22 | 3/22/2031 | 5,233 | $210,262 | — | — | | | 8/2/2021 | | | | | 48,689(5) | $1,956,324 | | | | | 3/7/2022 | 4,064 | 8,131 | $44.09 | 3/7/2032 | 8,165 | $328,070 | | | | | — | | | | | 9,374(5) | $376,647 | | | | | 3/7/2023 | — | 9,584 | $49.14 | 3/7/2033 | 9,666 | $388,380 | 4,833(8) | $194,190 |

  121. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (1) Reflects outstanding stock options granted prior to the completion of our spin-off on January 3, 2017, from Hilton Worldwide, as-converted in connection with the spin-off. |

  122. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | Hilton Grand Vacations | 50 | 2024 PROXY STATEMENT |

  123. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (2) Stock options vest in three equal annual installments beginning on the first anniversary of the grant date. |

  124. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (3) For additional information on vesting upon specified termination events or a change in control, see “Potential Payments Upon Termination or Change in Control”. |

  125. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (4) The 2021, 2022 and 2023 Service RSUs vest in three equal annual installments beginning on the first anniversary of the grant date. |

  126. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (5) Reflects the actual number of 2022 Performance RSUs earned and settled in shares of common stock following the Compensation Committee’s certification of performance achievement in February 2024. For additional information regarding the 2022 Performance RSUs, see the Compensation Discussion and Analysis. |

  127. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (6) Amounts reported are based on the closing price of HGV’s common stock on the NYSE on December 29, 2023 ($40.18). |

  128. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (7) Reflects the actual number of Diamond Acquisition Incentive Awards earned and settled in shares of common stock following the Compensation Committee’s certification of performance achievement in February 2024. For additional information regarding the Diamond Acquisition Incentive Awards, see the Compensation Discussion and Analysis. |

  129. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (8) Performance RSUs granted in 2023 vest according to the level of achievement of targets related to Economic Adjusted EBITDA and Contract Sales at the end of a 3-year performance period. In the table above, the number and market value of the 2023 Performance RSUs reported reflect an assumed level of achievement of target performance goals based on the Company’s performance as of December 31, 2023. The actual number of Performance RSUs that will be earned is not yet determinable. |

  130. 2023 OPTION EXERCISES AND STOCK VESTED

    2023 OPTION EXERCISES AND STOCK VESTED The following table provides information regarding awards that were exercised or that vested during 2023.

  131. 2023 OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | Mark D. Wang | 49,850 | $1,354,255 | 149,323 | $6,897,641 | | Daniel J. Mathewes | — | — | 45,095 | $2,089,392 | | Gordon S. Gurnik | — | — | 39,420 | $1,832,165 | | Charles R. Corbin | — | — | 34,671 | $1,606,462 | | Pablo Brizi | — | — | 29,352 | $1,302,463 |

  132. 2023 OPTION EXERCISES AND STOCK VESTED

    | (1) Includes shares received from the vesting of Service RSUs. |

  133. 2023 OPTION EXERCISES AND STOCK VESTED

    | (2) The dollar amounts shown are determined by multiplying the number of shares that vested by the per share closing price of HGV’s common stock on the NYSE on the vesting date. |

  134. 2023 OPTION EXERCISES AND STOCK VESTED

    | Hilton Grand Vacations | 51 | 2024 PROXY STATEMENT |

  135. 2023 NONQUALIFIED DEFERRED COMPENSATION

    2023 NONQUALIFIED DEFERRED COMPENSATION During 2023, we offered to our executives, including all of the NEOs, the opportunity to participate in the Company’s Executive Deferred Compensation Plan (the “EDCP”). The table below provides information as of December 31, 2023 for those NEOs who participated in the EDCP.

  136. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in Last FY(1) ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY(2) ($) | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE(3) | | Mark D. Wang | — | — | — | — | — | | EDCP | $145,538 | — | $30,451 | — | $312,655 | | Prior EDCP | — | — | $137,200 | — | $1,007,212 | | Daniel J. Mathewes | $53,500 | — | $19,759 | — | $123,210 | | Gordon S. Gurnik | — | — | — | — | — | | Charles R. Corbin | — | — | — | — | — | | Pablo Brizi | — | — | — | — | — |

  137. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | (1) The amount in this column is included in the “Salary” column for 2023 in the Summary Compensation Table. |

  138. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | (2) Amounts in this column are not reported as compensation for fiscal year 2023 in the Summary Compensation Table since they do not reflect above-market or preferential earnings. Deferrals may be allocated among investment options that generally mirror the investment options available under HGV’s 401(k) plan. Of the available investment options, the one-year rate of return during 2023 ranged from 4.72% to 36.74%. |

  139. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | (3) Pursuant to the terms of the prior EDCP, the Diamond Acquisition resulted in a required distribution of account balances under the prior EDCP in accordance with its terms. The balance remaining in Mr. Wang’s account reflects the amount contributed by Mr. Wang prior to effective date of Section 409A of the Internal Revenue Code (the “grandfathered amount”). Mr. Wang’s grandfathered amount was not subject to the mandatory distribution requirement in connection with the closing of the Diamond Acquisition. Of the total in this column listed for Mr. Wang, $217,404 was previously reported for 2020-2021 in the Summary Compensation Table. |

  140. 2023 NONQUALIFIED DEFERRED COMPENSATION

    Deferral elections are made by eligible employees in the calendar year preceding the year compensation is earned. Participants’ may make elective deferral contributions with respect to base salary and/or bonuses. The EDCP also provides that for each plan year, if a participant makes a base salary deferral election and/or a bonus deferral election equal to or greater than five percent (5%), then the Company will credit to his or her account an amount equal to four percent (4%) of his or her respective base salary and/or bonus compensation from the Company in excess of the dollar limitation in effect for the plan year under Section 401(a)(17) of the Internal Revenue Code, subject to certain rules provided in the EDCP. Eligible employees are permitted to make individual investment elections that will determine the rate of return on their deferral amounts under the elective nonqualified deferred compensation plan. Participants may change their investment elections at any time. Deferrals are only deemed to be invested in the investment options selected. Participants have no ownership interest in any of the funds as investment elections are used only as an index for crediting gains or losses to participants’ accounts. The investment options consist of a variety of well-known mutual funds including certain non-publicly traded mutual funds available through variable insurance products. Investment gains or losses in the funds are credited to the participants’ accounts daily, net of investment option related expenses. The EDCP does not provide any above-market returns or preferential earnings to participants, and the deferrals and their earnings are always 100% vested. Upon a showing of financial hardship due to death, illness, accident or similar extraordinary or unforeseeable circumstances, an executive may be allowed to access funds in his deferred compensation account before he or she otherwise would have been eligible. Participants may elect at the time they make their deferral elections to receive their distribution either as a lump sum payment or in substantially equal annual installments over a period of 2 to 5 years.

  141. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | Hilton Grand Vacations | 52 | 2024 PROXY STATEMENT |

  142. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

  143. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mark D. Wang, our President and Chief Executive Officer. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. During 2023, our last completed fiscal year, there has been no change to our employee population or employee compensation arrangements which we reasonably believe would significantly affect our pay ratio disclosure. As a result, we have used the same median employee identified in 2022. Our median employee is a full-time hourly employee, with annual total compensation for the 12-month period ended December 31, 2023 in the amount of $51,911.23, calculated in accordance with the requirements of the Summary Compensation Table. With respect to the annual total compensation of Mr. Wang, we used the amount reported in the “Total” column of our 2023 Summary Compensation Table included in this Proxy Statement. Based on this information, for 2023, our CEO’s annual total compensation was 189 times that of the annual total compensation of our median employee. Because the SEC rules for identifying the median of the annual total compensation of our employees and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies have different employee populations and compensation practices, and may utilize different methodologies, exclusions, estimates and assumptions in calculating their pay ratios. The methodology and the material assumptions, adjustments, and estimates that we used to identify the “median employee” are described below.

  144. PAY RATIO DISCLOSURE

    | • | We determined that, as of October 1, 2022, our employee population consisted of approximately 14,637 individuals working at our parent company and consolidated subsidiaries. We selected October 1, 2022, which is within the last three months of 2022, as the date upon which we would identify the “median employee” to allow sufficient time to identify the median employee given the global scope of our operations. |

  145. PAY RATIO DISCLOSURE

    | • | Of our 14,637 employees, 11,993 are U.S. employees and 2,644 are non-U.S. employees. Under the de minimis exemption, we excluded the following number of employees from each of the following jurisdictions: 9 employees from Austria, 2 employees from Korea, 566 employees from Mexico, 1 employee from Greece, 15 employees from Italy, 1 employee from Malta, 36 employees from Portugal, and 98 employees from Sint Maarten, which represent in the aggregate less than 5% of our total employees who are non-U.S. employees. No more than 5% of our employees are located in any of the foregoing non-U.S. jurisdictions. |

  146. PAY RATIO DISCLOSURE

    | Hilton Grand Vacations | 57 | 2024 PROXY STATEMENT |

  147. PAY RATIO DISCLOSURE

    | • | We identified a consistently applied compensation measure, which would provide a picture of the annual compensation of our employees. For our consistently applied compensation measure, we used total cash compensation—a combination of salary/overtime (paid on an hourly, weekly, biweekly or monthly basis) plus a variety of other cash-based incentive pay (including commissions, bonuses and other types of production-based pay typical for their respective positions) received by the employees in our identified population. |

  148. PAY RATIO DISCLOSURE

    | • | Given our multiple payroll systems and diverse global workforce, we measured compensation for our employees using the 12-month period ending September 30, 2022. In making this determination, we annualized the compensation of all permanent employees included in the population who were hired during the period, but who did not work for us for the entire 12 months. We did not make any cost-of-living adjustments. |

  149. PAY RATIO DISCLOSURE

    | • | The HGV workforce is paid in seven currencies throughout the world. To identify our median employee, we applied an average local currency to U.S. dollar exchange rate using the average monthly currency exchange rate as of September 30, 2022 to the cash compensation paid in foreign currency. |

  150. PAY RATIO DISCLOSURE

    | • | To identify the median employee from our employee population, we ranked our employees, excluding the CEO, high to low based on our employees’ total cash compensation. |

  151. PAY RATIO DISCLOSURE

    | Hilton Grand Vacations | 58 | 2024 PROXY STATEMENT |

  152. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE 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 “compensation actually paid”, or “CAP”, to our named executive officers and certain financial performance metrics. For information concerning the Company’s philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis – 2023 Executive Compensation and Decisions”.

  153. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year (a) | Summary Compensation Table Total for PEO(1) (b) | Compensation Actually Paid for PEO(1)(3) (c) | Average Summary Compensation Table Total for Non- PEO Named Executive Officers(2) (d) | Average Compensation Actually Paid for Non- PEO Named Executive Officers(2)(3) (e) | Value of Initial Fixed $100 Investment Based on: | | Net Income (h) | Economic Adjusted EBITDA(5) (j) | | | | | | | Company TSR (f) | Peer Group TSR(4) (g) | | | | 2023 | $9,794,601 | $6,730,057 | $2,788,345 | $2,021,738 | $104.26 | $136.09 | $313M | $1,026M | | 2022 | $10,608,845 | $7,231,251 | $3,713,962 | $3,209,375 | $73.96 | $79.94 | $352M | $1,049M | | 2021 | $17,455,265 | $24,438,040 | $5,320,316 | $7,288,365 | $166.22 | $111.49 | $176M | $640M | | 2020 | $6,956,774 | $2,576,295 | $2,103,890 | $1,526,890 | $91.16 | $101.75 | $(201)M | $106M |

  154. PAY VERSUS PERFORMANCE DISCLOSURE

    | (1) The principal executive officer (the “PEO”) for each of 2023, 2022, 2021 and 2020 is Mr. Wang. |

  155. PAY VERSUS PERFORMANCE DISCLOSURE

    | (2) The non-PEO named executive officers (the “non-PEO NEOs”) for each applicable year include the following individuals: |

  156. PAY VERSUS PERFORMANCE DISCLOSURE

    | 2022 and 2023: | Messrs. Mathewes, Gurnik, Corbin, and Brizi. | | 2021: | Messrs. Mathewes, Gurnik, Corbin and Brizi, as well as Mr. DeLorenzo and Mr. Stan R. Soroka. Effective as of August 2, 2021, Messrs. DeLorenzo and Soroka were no longer “executive officers” within the meaning of Rule 3b-7 under the Securities Exchange Act of 1934, as amended. Mr. Soroka separated from the Company effective December 31, 2022. | | 2020: | Messrs. Mathewes and Corbin, as well as Mr. DeLorenzo, Ms. Sherri A. Silver, and Ms. Barbara L. Hollkamp. Ms. Silver and Ms. Hollkamp separated from the Company effective as of August 3, 2021 and July 31, 2020, respectively. |

  157. PAY VERSUS PERFORMANCE DISCLOSURE

    | (3) The dollar amounts reported in columns (c) and (e) represent the “compensation actually paid”, or “CAP”, to the PEO and the Non-PEO NEOs, 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 the PEO or the Non-PEO NEOs, respectively, during the applicable year. To calculate CAP for the PEO and average CAP for the Non-PEO NEOs, the following amounts were deducted from and added to Summary Compensation Table total compensation: |

  158. Non-PEO NEO Equity Component of CAP(a)

    | (a) There are no pension benefits for the PEO or the Non-PEO NEOs. |

  159. Apollo Designee Director Compensation

    Apollo Designee Director Compensation As discussed in the director compensation table under the heading “Director Compensation for 2023” in this Proxy Statement, the annual non-employee director cash, and equity compensation that Messrs. Sambur and van Hoek would have been entitled to receive for their services pursuant to, and as contemplated by, the Apollo Stockholders Agreement was paid to an affiliate of Apollo in accordance with Apollo’s internal policies and arrangements. Accordingly, while director compensation is generally not considered to be a related party transaction as defined under Item 402 of Regulation S-K, given that the Apollo Investors owned more than 5% of our common stock following the Diamond Acquisition and such payments were technically made to an affiliate of the Apollo Investors, such arrangement is disclosed herein even if such transaction arrangement may not be deemed to be a related party transaction since it relates to standard director compensation payments. For 2023, we paid an aggregate of $520,000 to Apollo Management Holdings LP, an affiliate of Apollo, representing director compensation for Messrs. Sambur’s and van Hoek’s services on our Board, plus customary reimbursement of expenses consistent with our general expense reimbursement policy for our directors for attendance of Board and committee meetings. No other payments were made to Apollo or any affiliate in connection Messrs. Sambur’s and van Hoek’s services as directors on our Board.

  160. Apollo Designee Director Compensation

    | Hilton Grand Vacations | 68 | 2024 PROXY STATEMENT |