DEF 14A of Pursuit Attractions & Hospitality, Inc.
Filed Apr 2, 2024 · FY20230001140361-24-017137
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS
DIRECTOR NOMINEES
DIRECTOR NOMINEES Our Board has nominated incumbent directors Richard H. Dozer and Virginia L. Henkels for election at the Annual Meeting. Each of the nominees is independent, and, if elected, each nominee has agreed to serve another term, which will expire in 2027. There are no family relationships among any of our directors, director nominees, or executive officers.
Required Vote
Required Vote This proposal requires the affirmative vote of a majority of the votes cast, which means that each nominee must receive more votes “FOR” than “AGAINST.” Abstentions and broker non-votes will have no effect on the outcome of this proposal.
Board Recommendation
Board Recommendation The Board recommends that you vote “FOR” the election of these director nominees. All information regarding each director and director nominee is as of March 18, 2024.
Board Recommendation
| | Richard H. Dozer (Chairman) | | | Director since: 2008 | | | Age: 66 | | | Mr. Dozer has served as our Board’s independent Chairman since December 2014. Mr. Dozer was President of the Arizona Diamondbacks, a Major League Baseball franchise, from the team’s inception in 1995 until 2006, Vice President and Chief Operating Officer of the Phoenix Suns, a National Basketball Association professional basketball franchise, from 1987 to 1995, and President of Footprint Center (formerly Talking Stick Arena, US Airways Center, and America West Arena) from 1989 to 1995. Mr. Dozer is a former CPA and served as an audit manager at Arthur Andersen, a global public accounting firm, from 1979 to 1987. Mr. Dozer was also Chairman of the Phoenix Office of GenSpring Family Offices, a wealth management firm for ultra-high net worth families, from 2008 to 2013. Mr. Dozer is a co-founder of and was the managing partner of CDK Partners, a real estate development and investment company, from 2006 to 2008. Mr. Dozer is a director and Chairman of the board of Blue Cross Blue Shield of Arizona, a health insurance provider, as well as a member of its Compensation and Audit Committees. From September 2017 to May 2019, he was also a director of Knight-Swift Transportation Holdings Inc. (NYSE: KNX), a provider of truckload transportation and logistics services, where he served on the Audit and Finance Committees. Prior to its September 2017 merger with Knight Transportation, Inc., Mr. Dozer was a director for Swift Transportation Company from 2008 to 2017, where he served as Chairman of the Audit Committee, and as a member of the Compensation and Governance Committees, and as Chairman of the Board from 2014 to 2017. From June 2017 to February 2021, he was a director of Cole Office & Industrial REIT (CCIT II), a public non-listed real estate investment trust, which later merged with Griffin Capital Essential REIT, Inc. (Griffin). He was chair of the Nominating and Governance Committee and Audit Committee member of the CCIT II Board, as well as the Special Committee chair for the merger. He also served as the Chair of the Greater Phoenix Convention and Visitors Bureau from July 2018 to June 2020. Mr. Dozer possesses specific attributes that qualify him to serve as a director, including his experience in operations, management, sales, and marketing of large-scale live corporate and consumer events, his U.S. public company experience, as well as his extensive financial experience. |
Board Recommendation
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Board Recommendation
| | Virginia L. Henkels | | | Director since: 2017 | | | Age: 55 | | | Ms. Henkels was most recently Chief Financial Officer and Secretary of Empowerment & Inclusion Capital I Corp. (formerly NYSE: EPWR.U), a special-purpose acquisition company with the unique, purpose-driven mission to acquire a diverse-led business or a business focused on promoting an inclusive economy and society, and served in that role from November 2020 to December 2022. She has served as a director of LCI Industries (NYSE: LCII), a supplier of engineered components to the recreation and industrial products markets since September 2017, and, since March 2023, as a director of ISAAC Instruments, a privately held solutions provider of fleet management technology to simplify trucking. From September 2018 through November 2021, Ms. Henkels served as a director and a member of both the Audit, Compensation, and Nominating and Governance Committees of Echo Global Logistics, Inc., a provider of technology-enabled transportation and supply chain management services. From 2008 to September 2017, Ms. Henkels served as Executive Vice President, Chief Financial Officer, and Treasurer of Swift Transportation Company, a then-publicly traded transportation services company, where she led numerous capital market transactions including its 2010 initial public offering. She also held various finance and accounting leadership positions with increasing responsibilities since 2004 at Swift Transportation and from 1990 to 2002 at Honeywell International, Inc. (NYSE: HON), a worldwide diversified technology and manufacturing company, including an expatriate international assignment. Ms. Henkels is serving as the Audit Committee Chair and a member of the Compensation Committee and Risk Committee for LCI Industries. Ms. Henkels is currently a member of the National Association of Corporate Directors and the Women’s Corporate Director organizations. She is a former CPA with extensive experience in finance, accounting, capital markets, and investor relations as well as experience in strategy development, risk management, mergers and acquisitions, audit, corporate culture, and corporate governance. |
PREFERRED DIRECTORS
PREFERRED DIRECTORS Pursuant to the terms of the Certificate of Designations governing the Preferred Stock, the Crestview Parties, as the holders of the Preferred Stock and voting as a separate class, have elected Brian P. Cassidy and Patrick T. LaValley to serve as Preferred Directors. Each of Messrs. Cassidy and LaValley is independent under the NYSE listing standards and SEC rules, and each has agreed to serve.
PREFERRED DIRECTORS
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PREFERRED DIRECTORS
| | Brian P. Cassidy | | | Director since: 2020 | | | Age: 50 | | | Brian Cassidy joined Crestview in 2004 and is co-president and a partner of the firm, a member of its Investment Committee, and the head of Crestview’s media strategy. Prior to Crestview, Mr. Cassidy worked in private equity at Boston Ventures, investing in the media, entertainment and business services industries. He also worked as the acting Chief Financial Officer of a Boston Venture’ portfolio company, ec-Content. Previously, Mr. Cassidy was an investment banking analyst at Alex, Brown & Sons, where he advised companies in the consumer and business services sectors on capital markets and various corporate transactions. He is currently the chairman of the Board of TenCate Grass, and a member of the boards of directors of Camping World Holdings, Congruex Holdings, Framestore/Company 3, Hornblower Holdings, Digicomm, and WOW!. He was previously involved with Charter Communications, Cumulus Media, Insight Communications, Interoute Communications, NEP Group, OneLink Communications, ICM Partners, Industrial Media, and ValueOptions. Mr. Cassidy brings to our Board deep experience within the media, entertainment and business services sectors, along with expertise in mergers and acquisitions, corporate finance, and capital markets. |
PREFERRED DIRECTORS
| | Patrick T. LaValley | | | Director since: 2022 | | | Age: 35 | | | Patrick LaValley joined Crestview in July 2019, and currently serves as a principal and as a member of the Firm’s ESG Committee. Before joining Crestview, Mr. LaValley was a vice president at Morgan Stanley Capital Partners, a North America focused private equity fund, where he helped lead the investing effort in the industrials and consumer & retail sectors and served on the corporate boards of several portfolio companies. Mr. LaValley started his career at Morgan Stanley in 2010 in the firm’s investment banking division. Mr. LaValley currently serves on the boards of ICM Partners (since December 2020), TenCate Grass (since September 2021), SyBridge Technologies (since July 2021), The Gersh Agency (since April 2023), Elo Touch Solutions (since October 2023), and served on the board of Hornblower Holdings from July 2019 to August 2021. He is a member of the Audit Committee of TenCate Grass. He also served on the boards of Smile America Partners from July 2018 to June 2019, and Comar, LLC from June 2018 to June 2019. Mr. LaValley brings a dynamic viewpoint to our Board, with strong financial expertise and broad experience in a number of industries. |
PREFERRED DIRECTORS
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DIRECTORS CONTINUING IN OFFICE
DIRECTORS CONTINUING IN OFFICE For Terms Expiring at the 2025 Annual Meeting of Shareholders:
DIRECTORS CONTINUING IN OFFICE
| | Beverly K. Carmichael | | | Director since: 2022 | | | Age: 65 | | | From December 2017 to April 2019, Ms. Carmichael served as EVP – Chief People, Culture & Resource Officer of Red Robin Gourmet Burgers, Inc. (NASDAQ: RRGB), a chain of casual dining restaurants. She was also the SVP, Chief People Officer of Cracker Barrel Old Country Store, Inc. (NASDAQ: CBRL), a chain of restaurants and gift stores, from January 2014 to December 2017. She has held similar positions with both Southwest Airlines Co. (NYSE: LUV) and Ticketmaster. Ms. Carmichael has also practiced law with Manatt, Phelps, and Phillips, LLP, one of the nation’s leading law firms, and is an active member of the bars of California, Texas, and the District of Columbia. In January 2024, Ms. Carmichael joined the Board of Directors of Cintas Corporation (NASDAQ: CTAS), a global leader in workplace products and services. Since January 2022, Ms. Carmichael has served on the Board of Directors of Cotton Patch Café, a privately-owned restaurant chain serving scratch-made, Texas-inspired food. From March 2023 through March 2024, Ms. Carmichael served on the Board of Directors of ezCater, a trusted provider of corporate food solutions. Beginning in March 2022, Ms. Carmichael served on the Board of Directors of Blue Apron (formerly NYSE: APRN), an ingredient-and-recipe meal kit company, and was a chair of its People, Culture & Compensation Committee, and a member of its Nominating and Corporate Governance Committees, until it was acquired by Wonder Group in November 2023. Previously, she served as a member of the Board of Directors of Leaf Group (formerly NYSE: LEAF), a brand-driven consumer internet company, from July 2018 until it was acquired by Graham Holdings Company (NYSE: GHC) in June 2021, and was chair of its Compensation Committee and a member of its Nominating and Corporate Governance, and Audit Committees. Ms. Carmichael also previously served on the Board of Advisors for Mogul Hospitality, a venture-backed technology company that identifies diverse star performers in the hospitality sector. She has also served on the Board of Directors at the Society for Human Resource Management, the Women’s Foodservice Forum, the MBA Advisory Board at the Price College of Business at the University of Oklahoma, and the Advisory Board for Corporate Communications and Public Affairs at Southern Methodist University. Ms. Carmichael also currently serves on the Board of Directors of the Friends of Finance at the University of Tulsa, an organization of business professionals, alumni, and supporters of the Collins College of Business. Ms. Carmichael brings to our Board a combination of depth of experience with world-class hospitality companies and a background in human resources, which reinforces our focus on one of our most important resources—our people. |
DIRECTORS CONTINUING IN OFFICE
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DIRECTORS CONTINUING IN OFFICE
| | Denise M. Coll | | | Director since: 2018 | | | Age: 70 | | | Ms. Coll served as a member of the Board of Trustees of LaSalle Hotel Properties (formely NYSE: LHO), a real estate investment trust, from 2013 until it was sold in December 2018. Prior to joining LaSalle, she served as President, North America Division of Starwood Hotels & Resorts Worldwide, Inc., a subsidiary of Marriott International, Inc. (NASDAQ:MAR), a multinational diversified hospitality company. Ms. Coll led Starwood’s largest division with over 500 hotels, from 2007 to 2013, and was Senior Vice President, Operations - North American Division, from 2005 to 2007. Prior to that, she served as Senior Vice President of Seaport Companies, a Boston-based hotel company, from 2003 to 2004, and Chief Operating Officer from 1998 to 2003. Ms. Coll was also Senior Vice President & Area Director of Operations for ITT Sheraton Corporation-North America Division, an international hotel company, from 1995 to 1998, and prior to that, she held various positions within the Sheraton organization with increasing responsibility from 1980 to 1994. She has been a member of the Board of Directors of Enlivant, one of the nation’s largest owners and operators of senior living communities, from 2014 through 2023. Ms. Coll is also a Trustee of Simmons University, and Chair of its Facilities Committee, and has also been a member of the National Association of Corporate Directors since 2014. Ms. Coll has more than 40 years of experience in the hospitality industry and has a strong background with live events, hotel operations, brand creation and management, and is respected as one of the most successful and seasoned operators in our industry. |
DIRECTORS CONTINUING IN OFFICE
| | Steven W. Moster | | | Director since: 2014 | | | Age: 54 | | | Mr. Moster has served as our President and Chief Executive Officer since December 2014 and resumed his role as President of GES in May 2020, a role that he also held from November 2010 to February 2019. Prior to that, Mr. Moster served in various executive management roles within the GES organization, including Executive Vice President-Chief Sales & Marketing Officer from 2008 to February 2010, Executive Vice President-Products and Services from 2006 to 2008 and Vice President-Products & Services Business from 2005 to 2006. From 2000 to 2004, Mr. Moster was Engagement Manager, Management Strategy Consulting for McKinsey & Company, a global management consulting firm, where he worked with a broad set of clients to create and implement growth strategies. He is a director of Cavco Industries, Inc. (NASDAQ: CVCO), which designs and produces factory-built housing products, and serves as the Chair of the Compensation Committee. Mr. Moster’s successful experience executing growth strategies and improving operating efficiencies, and his deep understanding of our operations, give him the unique ability to accelerate our strategic growth initiatives and enhance shareholder value. |
DIRECTORS CONTINUING IN OFFICE
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DIRECTORS CONTINUING IN OFFICE
For Terms Expiring at the 2026 Annual Meeting of Shareholders:
DIRECTORS CONTINUING IN OFFICE
| | Edward E. Mace | | | Director since: 2012 | | | Age: 72 | | | Mr. Mace has been President and Chief Executive Officer of Silverwest Hotels, LLC (“Silverwest”), including its predecessor companies, since 2014. Silverwest develops new hotels, as well as acquires and repositions, and owns and manages existing U.S. hotels and resorts. Previously Mr. Mace was the Founder and CEO of Mace Pacific Holding Company, LLC, a private investment company involved in hotel and resort investment. He was a member of the Concessions Management Advisory Board of the U.S. National Park Service from 2010 to 2012. Mr. Mace was President of Vail Resorts Lodging Company and Rock Resorts International LLC, both subsidiaries of Vail Resorts, Inc. (NYSE: MTN), an owner, manager and developer of ski resorts and related lodging, from 2001 to 2006. Prior to that position, Mr. Mace was an executive of Fairmont Hotels & Resorts, Inc., an operator of luxury hotels and resorts worldwide, where he served as Vice Chairman from 2000 to 2001, President and Chief Executive Officer from 1998 to 2000, and Executive Vice President from 1996 to 1998. From 1994 to 1996, Mr. Mace was a partner in KPMG LLP’s hospitality and real estate consulting practice. Prior to KPMG, he was a Managing Partner of Lincoln Property Company, based in London, and headed a Joint Venture with GE Capital to invest in, and develop, real estate in Europe. Mr. Mace brings to our Board extensive experience in the hospitality and leisure industry, and knowledge and experience related to the strategic direction of companies, the formation of joint ventures and capital structures, as well as mergers and acquisitions and real estate development. |
DIRECTORS CONTINUING IN OFFICE
| | Joshua E. Schechter | | | Director since: 2015 | | | Age: 51 | | | Mr. Schechter served as a director of Bed Bath & Beyond Inc. (formely NASDAQ: BBBY), a retailer of domestic merchandise and home furnishings, from May 2019 through June 2023, as well as a member of its Audit Committee. Mr. Schechter has been a director of the board of Landec Corporation, which subsequently changed its name to Lifecore Biomedical, Inc. (NASDAQ: LFCR), since October 2020, a health and wellness commercialization company, and is the chair of its Nominating and Governance Committee. From June 2016 to September 2021, Mr. Schechter was a director and chairman of the board of Support.com, which subsequently merged with Greenidge Generation Holdings (NASDAQ: GREE), a provider of cloud-based software and services for technology support. From April 2018 to January 2020, Mr. Schechter was a director and chairman of the board of Sunworks, Inc. (formerly NASDAQ: SUNW), a provider of solar power solutions, as well as a member of its Nominating and Governance and Audit Committees. From April 2018 to June 2019, Mr. Schechter was a director of Genesco Inc. (NYSE: GCO), a footwear retailer, as well as a member of its Strategic Committee. From 2008 to May 2015, he was a director of Aderans Co., Ltd., a multinational company engaged in hair-related business, and Executive Chairman of its holding company, Aderans America Holdings, Inc. From 2001 to 2013, Mr. Schechter was Managing Director of Steel Partners Ltd., a privately owned hedge fund sponsor, and from 2008 to 2013, he was co-President of Steel Partners Japan Asset Management, LP, a private company offering investment services. Together with his managerial and public company board experience, Mr. Schechter’s experience in corporate governance matters, capital markets, acquisitions, and other transactions in a variety of industries provides valuable insight to our Board. |
DIRECTORS CONTINUING IN OFFICE
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DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Each non-employee director receives compensation for service on our Board and any of its committees. Directors who are also Viad officers or employees receive no special or additional remuneration for service on the Board nor do they serve on any Board committees. Mr. Moster is the only officer-director currently serving on our Board, and was the only officer-director serving on the Board during 2023. Our directors are subject to the stock ownership guidelines described in the “Stock Ownership Guidelines” subsection of the CD&A section of this Proxy Statement. The Corporate Governance and Nominating Committee regularly reviews the Company’s director compensation program to ensure that it remains competitive in order to retain and attract highly qualified candidates to serve on our Board. This table shows the components of our non-employee directors’ annual compensation for their Board service during 2023.
DIRECTOR COMPENSATION
| COMPENSATION COMPONENTS (ANNUAL) | TOTAL ($) | | Annual Retainer | 65,000(1) | | Audit Committee Chair Retainer | 25,000(1)(2) | | Corporate Governance and Nominating Committee Chair Retainer | 15,000(1)(2) | | Human Resources Committee Chair Retainer | 20,000(1)(2) | | Independent Chairman Retainer | 100,000(1)(2) | | Committee Member Retainers | | | • Audit | 25,000(1) | | • Human Resources | 20,000(1) | | • Corporate Governance & Nominating | 15,000(1) | | Per Meeting Fee for each Board meeting beyond 8 meetings | 1,500 | | Annual Restricted Stock Unit (RSU) Grant | 125,000(3) |
DIRECTOR COMPENSATION
| 1 | All cash retainers are paid quarterly in arrears. |
DIRECTOR COMPENSATION
| 2 | Committee chairs receive both the retainer for serving as chair and the retainer for their service as a member of such committee. |
DIRECTOR COMPENSATION
| 3 | The annual RSU grant is approved each February and vests 100% one year from the date of grant. Upon termination, directors who meet certain criteria will receive full vesting of the award. |
DIRECTOR COMPENSATION
The following table shows 2023 non-employee directors’ compensation:
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation ($) | Total ($) | | (a) | (b) | (c) | (g) | (h) | | Ms. Carmichael | 97,875 | 124,998 | — | 222,873 | | Mr. Cassidy(2) | 85,000 | 124,998 | — | 209,998 | | Ms. Coll | 100,000 | 124,998 | — | 224,998 | | Mr. Dozer | 210,000 | 124,998 | — | 334,998 | | Ms. Henkels | 130,000 | 124,998 | — | 254.998 | | Mr. LaValley(2) | 80,000 | 124,998 | — | 204,998 | | Mr. Mace | 130,000 | 124,998 | — | 254,998 | | Mr. Schechter | 120,000 | 124,998 | — | 244,998 |
DIRECTOR COMPENSATION
| 1 | In 2023, in accordance with our director compensation policy, each of the non-employee directors received 4,980 RSUs with a grant date fair value of $25.10 per unit, effective as of the grant date of March 1, 2023. If a non-employee director takes office after the customary February RSU grant, the new director’s RSU grant is pro-rated based on the date of election. As of December 31, 2023, each of our non-employee directors held 4,980 RSUs that had not yet vested (as noted below, Messrs. Cassidy and LaValley held their unvested RSUs on behalf of Crestview Advisors, L.L.C.). The grant date fair value of the RSU awards was determined in accordance with FASB ASC 718. See Note 3, “Share-Based Compensation,” to the consolidated financial statements included in our 2023 Annual Report on Form 10-K for the assumptions made in determining these values. |
DIRECTOR COMPENSATION
| 2 | The stock awards reported in this table for Messrs. Cassidy and LaValley represent RSUs issued to Crestview Advisors, L.L.C. in respect of Messrs. Cassidy and LaValley’s respective service as non-employee directors. |
DIRECTOR COMPENSATION
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Overview of Key Compensation Decisions
| • | Base Salaries: Ms. Ingersoll and Mr. Linde received 5% base salary increases in consideration of their overall performance and market comparisons, and Mr. Stelmach received a 12% base salary increase reflective of Spiro’s ongoing growth (in addition to his overall performance and market comparisons). Mr. Moster and Mr. Barry remained at their 2022 base salary levels. |
Overview of Key Compensation Decisions
| • | Short-Term Incentives: The use of strategic objectives in determining performance and resulting payments under our 2023 Management Incentive Plan (“MIP”) continued to incentivize driving important initiatives that align with long-term value creation for our shareholders. Our actual performance against the financial performance objectives under the 2023 MIP exceeded the target levels for Viad (163.9% of target), Pursuit (103.7% of target), and Spiro (164.0% of target), and our NEOs achieved 100% (125% for Mr. Stelmach) of their respective strategic objectives for 2023. |
Overview of Key Compensation Decisions
| • | Long-Term Incentives: As our businesses continued to recover and returned to a relative degree of stability, our confidence in setting long-term performance targets increased. Accordingly, in 2023 our Human Resources Committee revised the long-term incentive (“LTI”) program for our NEOs (other than Mr. Barry, |
Overview of Key Compensation Decisions
who received a two-year performance restricted stock unit (“PRSU”) grant in 2022 and no other equity awards in 2023) to replace the stock option component, which the Human Resources Committee had utilized in 2021 and 2022 in light of the uncertain economic environment, with performance stock units (“PSUs”). The PSUs represented approximately 70% of the overall 2023 LTI grants to our NEOs, and will only vest and become payable based on Viad’s relative total shareholder return (“TSR”) performance against constituents within the Russell 2000 index over a 3-year period from 2023 – 2025, as described below:
Overview of Key Compensation Decisions
| Relative TSR Performance – Russell 2000 Index | Achievement Percentage of the Relative TSR Performance Goal | | 75th percentile or above | 200% | | 55th percentile | 100% | | 25th percentile | 50% | | Below 25th percentile | 0% |
TARGET PAY MIX
| Components of 2023 Compensation As a Percentage (%) of Targeted Total Direct Compensation | | | | | Name | Base Salary (%) | Targeted Short-Term (Annual) Incentives (%) | Targeted Long-Term Incentives(%)(1) | | Steven W. Moster | 17% | 17% | 66% | | Ellen M. Ingersoll | 29% | 18% | 53% | | David W. Barry(2) | 65% | 35% | 0% | | Derek P. Linde | 36% | 20% | 44% | | Jeffrey A. Stelmach | 38% | 21% | 41% |
TARGET PAY MIX
| 1 | The percentage calculation for this column is based on the estimated grant date fair value for long-term incentives as of the award date and excludes special awards of PRSUs and stock options for the NEOs. |
TARGET PAY MIX
| 2 | Mr. Barry’s targeted total direct compensation for 2023 did not include any LTI. He received a multi-year equity grant of PRSUs in 2022. |
OUR CORPORATE GOVERNANCE BEST PRACTICES
| WHAT WE DO | WHAT WE DO NOT DO | | • Pay for Performance: We tie our short- and long-term incentives directly to our financial performance. • Pay Mix: Place a significant portion of pay at risk. • Stock Ownership Guidelines: The stock ownership minimum for our CEO is five times base salary, and the minimum for direct reports to our CEO is three times base salary. • Stock Retention Policy / Restricted Stock Holding Periods: An NEO or other executive officer may not sell vested restricted stock unless and until such NEO or other executive officer has met our stock ownership guidelines. • Minimum Service Requirement: NEOs and other executives forfeit any unvested long-term incentive awards if termination occurs within 12 months of the award date. After 12 months, awards may be earned on a pro rata basis. • Clawback and Compensation Recoupment Policies: We can recoup compensation awards paid to NEOs and other executive officers who engage in certain acts detrimental to our interests. We have also adopted a recoupment policy in compliance with recent SEC and NYSE rulemaking. • Balance of Short- and Long-Term Incentives: Our short- and long-term incentive programs incorporate financial performance goals that are designed to drive both annual financial performance and long-term shareholder value. | • No Tax Gross-Ups: Our NEOs do not receive tax gross-ups. • No Hedging or Pledging: Our NEOs, other executive officers, and directors may neither hedge Viad common stock nor pledge Viad common stock as collateral for a loan. • No “Single-Trigger” Change in Control Severance Arrangements: No NEOs will receive severance payments or severance benefits based solely on a change in control. • No NEO Employment Agreements: Neither our CEO nor any other NEO has an employment agreement. • No Change in Control Excise Tax Gross-Ups: No NEOs will receive any excise tax gross-up payments in the event of a change in control. • No Plans that Encourage Excessive Risk Taking: No compensation programs that encourage unreasonable risk taking will be implemented. |
SHAREHOLDER ENGAGEMENT & ADVISORY VOTE ON EXECUTIVE COMPENSATION
SHAREHOLDER ENGAGEMENT & ADVISORY VOTE ON EXECUTIVE COMPENSATION We consider our shareholders’ perspectives on all aspects of our business, including executive compensation. Our shareholder outreach includes direct conversation with investors, and attendance at investor conferences, to gather shareholder input on a wide range of topics, including the alignment of our executive team on achieving sustained, long-term performance and shareholder value creation. We ensure that at least one director is available for consultation and direct communication with shareholders, as appropriate. The Human Resources Committee and management are firmly committed to strengthening our pay-for-performance alignment and continuously assess the overall architecture of our executive compensation program. The Human Resources Committee reviews the results of the annual shareholder advisory votes on NEO compensation and utilizes those results as one of the many factors considered in connection with the discharge of its responsibilities. At our 2023 annual meeting, approximately 72% of the votes cast on our advisory say-on-pay proposal were cast in favor of our 2022 executive compensation program. In advance of our 2023 say-on-pay vote, several members of our executive team conducted outreach efforts with our top shareholders to discuss our executive compensation program. The decision to subject our NEOs’ 2022 LTI awards exclusively to time-vesting conditions was a focus area for our shareholders in advance of our 2023 annual meeting. While these shareholders generally recognized both the challenges presented to our businesses by the pandemic and the need to alter compensation practices in light of those challenges, we believe this decision drove the relatively lower support for our 2023 say-on-pay vote. In March 2023, our Human Resources Committee approved the 2023 LTI program for our NEOs, which subjects approximately 70% of the overall LTI mix for our NEOs to performance-vesting conditions. This re-introduction of performance based LTI awards into our executive compensation program has been generally viewed positively by our shareholders. The Company believes the compensation decisions made in 2022 were justified by Company performance, market and industry instability, ongoing recovery from the pandemic, retention considerations, and other factors. However, we were pleased, as our businesses continued to recover, to re-introduce more performance-based incentives into our NEO compensation design for 2023. We believe that an award structure of this nature more closely aligns with long-term shareholder interests and value creation.
SHORT-TERM (ANNUAL) INCENTIVES
SHORT-TERM (ANNUAL) INCENTIVES Our Management Incentive Plan, or MIP, is an annual, cash-based incentive program. The Human Resources Committee approves the performance measures, as well as Threshold, Target, and Maximum financial performance levels for each measure. The Threshold financial performance level is the minimum financial performance level required for any MIP payout on the financial component, while the Maximum represents the financial performance level at which the maximum financial incentive payout may be achieved. The financial performance targets are established considering both the prior fiscal year’s operating results and current fiscal year projections, as well as the macroeconomic environment. The strategic objectives are established on an annual basis to align with the Company’s long-term strategy to create shareholder value. The Human Resources Committee selected EBITDA (as defined below) and strategic objectives as the performance measures for the 2023 MIP. EBITDA was chosen because it is a highly visible and important measure of the Company’s financial performance that is relied upon by investors. The Human Resources Committee also determined strategic objectives to ensure that our NEOs continued to pursue important objectives in furtherance of Company growth and alignment with the Company’s strategy to create long-term shareholder value. The Human Resources Committee receives periodic reports from the management team to assess achievement against both the financial and strategic objectives. Following the conclusion of the fiscal year, the Human Resources Committee reviews the Company’s performance under each measure against the pre-established targets. Based on this review and a qualitative assessment of the Company’s performance, the Human Resources Committee may approve payouts as calculated under the MIP or, considering various factors it deems appropriate, reduce the calculated payout, which may include determining that no payout is warranted under the plan. The performance measures and relative weightings for the 2023 MIP were weighted 25% toward strategic objectives and 75% toward EBITDA results. The EBITDA component of each NEO’s 2023 MIP opportunity was based, as applicable, on Viad performance (Mr. Moster, Ms. Ingersoll, and Mr. Linde), Spiro performance (Mr. Stelmach), and Pursuit performance (Mr. Barry). The 2023 MIP design had a funding floor, such that no payout for the strategic objective goals could be earned unless minimum EBITDA levels were achieved. For 2023, achievement of the financial objectives at Threshold earned a payout at 50% of the applicable performance goal’s weight. Achievement at Target for financial objectives earned a payout at 100% for that component, and achievement of the financial objectives at Maximum earned a payout at 200% (the maximum achievement level or “cap”) for the financial component of 2023 MIP. For each financial performance goal, the payout percentage was interpolated on a linear basis for performance between Threshold and Target, or between Target and Maximum.
SHORT-TERM (ANNUAL) INCENTIVES
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SHORT-TERM (ANNUAL) INCENTIVES
In March 2023, the Human Resources Committee established annual financial targets for Viad, Pursuit, and Spiro, and in February 2024, the Human Resources Committee certified actual performance against the financial targets, in each case as shown below:
SHORT-TERM (ANNUAL) INCENTIVES
| | | Targeted Financial Achievement Levels(1) | | | | | | | Financial Goal(2) | Threshold | Target | Maximum | Actual Results | Achievement % | | Viad (Consolidated) | EBITDA | $103.9 | $126.20 | $160.7 | $148.3 | 163.9% | | Pursuit | EBITDA | $78.2 | $92.0 | $110.4 | $92.7 | 103.7% | | Spiro | EBITDA | $19.2 | $21.3 | $30.0 | $26.9 | 164.0% |
SHORT-TERM (ANNUAL) INCENTIVES
| 1 | All dollar amounts are shown in millions of U.S. dollars ($) unless indicated as a percentage (%). For purposes of evaluating achievement, we converted the financial results to U.S. dollars at the same fixed exchange rates used when establishing the targeted achievement levels to eliminate any benefit or detriment related to exchange rate variances. The exchange rates used were as follows: Canadian dollar (0.76 to 1), British pound (1.21 to 1), Euro (1.06 to 1), and Icelandic Krona (0.0069 to 1). |
SHORT-TERM (ANNUAL) INCENTIVES
| 2 | EBITDA is a non-GAAP financial measure and means earnings from continuing operations before interest expense and interest income, income taxes, depreciation, amortization, restructuring charges, impairment losses and recoveries, and income/loss attributable to non-controlling and redeemable non-controlling interests. The EBITDA performance goal excludes specific items that are identified at the beginning of the plan cycle, certain items that are of a non-operating nature, and other items for which Management does not want to create an incentive. These items include acquisition transaction-related and integration expenses, the results of any acquisitions that were not contemplated in the plan, and certain other specified items. |
SHORT-TERM (ANNUAL) INCENTIVES
As noted above, strategic objectives for the 2023 MIP were established and approved by the Human Resources Committee for Viad and its operating businesses, including Spiro and Pursuit. The strategic objectives component of the 2023 MIP could be earned at up to 125% of that component’s weight, and actual payouts could scale with over-achievement of financial targets (with a threshold of 50% and maximum achievement of 125%). The applicable strategic objectives for our NEOs in 2023 were set as follows, and at its meeting in February 2024, our Human Resources Committee reviewed achievement towards specific measures and goals set for our NEOs towards each strategic objective, and further discussed the performance of each NEO towards their assigned objectives. As a result of those discussions, our Human Resources Committee determined strategic objective achievement levels as set forth below:
SHORT-TERM (ANNUAL) INCENTIVES
| Business | Strategic Objectives | NEO - Achievement % | | Viad | • Attract, develop, and retain top-tier talent • Strengthen Core Businesses • Smart allocation of capital • Position Viad to maximize shareholder value | • Moster – 100% • Ingersoll – 100% • Linde – 100% | | Pursuit | • Drive performance across all business • Return to margin • Winning the war for talent | • Barry - 100% | | Spiro | • Continued Spiro evolution • Revenue & EBITDA growth • Spiro integration & efficiency • Talent acquisition & retention | • Stelmach - 125% |
SHORT-TERM (ANNUAL) INCENTIVES
The formula for calculating an award under our 2023 MIP is:
SHORT-TERM (ANNUAL) INCENTIVES
| | Viad Corp | COMPENSATION DISCUSSION AND ANALYSIS | 25 |
SHORT-TERM (ANNUAL) INCENTIVES
Accordingly, based on achievement levels for financial and strategic objectives approved by our Human Resources Committee and described above, incentive target opportunities for our NEOs in 2023 (expressed as a percentage of base salary) and actual payouts under the 2023 MIP were as follows:
SHORT-TERM (ANNUAL) INCENTIVES
| Name | Target (%) | Weighted Achievement (%) | Actual ($) | | Steven W. Moster | 100.0 | 148.0 | 1,371,000 | | Ellen M. Ingersoll | 60.0 | 148.0 | 416,600 | | David W. Barry | 55.0 | 103.0 | 339,504 | | Derek P. Linde | 55.0 | 148.0 | 422,400 | | Jeffrey A. Stelmach | 55.0 | 125.0 | 372,600 |
SHORT-TERM (ANNUAL) INCENTIVES
The Human Resources Committee believes that incentive decisions for 2023 MIP payments reflected the Company’s substantial improvement in year-over-year financial performance and are consistent with our pay for performance compensation philosophy.
LONG-TERM INCENTIVES
LONG-TERM INCENTIVES
2023 LTI Awards
2023 LTI Awards In 2023, the recovery in our businesses led to increased stability and visibility into long-term performance. Accordingly, at its meeting in February 2023, the Human Resources Committee returned to granting performance-based LTI awards to the NEOs – utilizing restricted stock unit (“RSU”) awards comprised of: 1) 70% PSUs that would vest based on the Company’s relative performance against constituents within the Russell 2000 Index (the “2023 PSUs”) between January 1, 2023, and December 31, 2025 (the “2023 PSU Performance Period”);1 and 2) 30% time-based RSUs on a 3-year ratable vesting schedule. These awards are shown in the table below:
2023 LTI Awards
| Name | 2023 PSUs (at Target) (#) | 2023 RSUs (#) | 2023 Total Target LTI Amount (in 000s) | | Steven W. Moster | 97,610 | 41,833 | $3,500 | | Ellen M. Ingersoll | 24,124 | 10,339 | $865 | | David W. Barry(2) | — | — | — | | Derek P. Linde | 18,127 | 7,769 | $650 | | Jeffrey A. Stelmach | 13,944 | 5,976 | $500 |
2023 LTI Awards
| 1 | Relative TSR is a goal measured by our performance relative to other Russell 2000 Index constituents. The Human Resources Committee selected the Russell 2000 Index for the relative TSR goal because it provides an appropriate comparator to measure how our stock price is performing relative to the stock prices of companies in the same stock market index and with similar market capitalizations. For the 2023 PSUs, TSR for Viad and each Russell 2000 Index constituent is based on: (a) the average closing stock price during the 20 consecutive trading days prior to and including December 31, 2022 (“Initial Stock Price”); (b) dividends paid between January 1, 2023, and December 31, 2025 (“Dividends Paid”); and (c) the average closing stock price during the 20 consecutive trading days prior to and including December 31, 2025 (“Ending Stock Price”). We calculate TSR for Viad and each Russell 2000 Index constituent as follows: (Ending Stock Price + Dividends Paid – Initial Stock Price) / Initial Stock Price. |
2023 LTI Awards
| 2 | Mr. Barry was issued a multi-year PRSU Award in 2022, and accordingly did not receive a separate LTI grant in 2023. The performance of this award in 2023 is described in the section entitled “Multi-Year PRSU Award for Mr. Barry.” |
2023 LTI Awards
As noted above, 70% of the dollar figures set forth in the table above represent the target value attributable to the 2023 PSUs. The 2023 PSUs may be earned based on the Company’s relative TSR performance against other Russell 2000 Index constituents as of the end of the 2023 PSU Performance Period, as follows:
2023 LTI Awards
| Relative TSR Performance – Russell 2000 Index | Achievement Percentage of the Relative TSR Performance Goal | | 75th percentile or above | 200% | | 55th percentile | 100% | | 25th percentile | 50% | | Below 25th percentile | 0% |
2023 LTI Awards
To the extent that the Company’s absolute TSR over the same period is negative, the number of 2023 PSUs earned will not exceed 100% of target, even if the Company’s relative TSR performance exceeds the 55th percentile.
2023 LTI Awards
| 26 | Viad Corp | COMPENSATION DISCUSSION AND ANALYSIS | |
2023 LTI Awards
We believe that the 2023 LTI awards to NEOs align with our pay for performance philosophy because the underlying performance-based units will scale in value only as the Company’s relative TSR compares favorably to other Russell 2000 Index companies and the value of the time-based units is tied directly to the value of our common stock. The Human Resources Committee engaged with Frederic W. Cook & Co., Inc. (“FW Cook”), its independent compensation advisor until September 2023, for advice in connection with the design of the 2023 LTI program, specifically with respect to compensation trends for similarly impacted companies and to ensure alignment with shareholder interests to the maximum extent possible. The mix of performance- and time-based LTI equity awards places a heavy emphasis on Viad’s financial performance and provides an incentive for executives to enhance shareholder value over a multi-year period, as the ultimate value of each award will depend upon the value of Viad common stock at the time of vesting or end of the 2023 PSU Performance Period as applicable.
POST-EMPLOYMENT COMPENSATION
POST-EMPLOYMENT COMPENSATION Certain termination events will trigger post-employment payments and benefits for our NEOs, including retirement, change in control severance, termination for cause, involuntary termination not for cause, and death or disability. These are discussed under “Potential Payments upon Employment Termination or Change in Control” in the Executive Compensation section of this Proxy Statement. Post-termination compensation provides for our executive officers’ short-term (termination or change in control) or long-term (retirement) security should their employment end. In the event of involuntary termination, post-termination compensation provides an interim financial resource to the executive during the transition from Viad employment.
Change in Control Severance
Change in Control Severance All of our NEOs participate in our Executive Severance Plan (Tier I), which we adopted in 2013 (the “Executive Severance Plan”). Under the Executive Severance Plan, a participating NEO is eligible for severance benefits upon termination within 36 months following a change in control: (i) if we terminate the NEO’s employment without cause; or (ii) by the NEO’s voluntary termination for good reason, in each case, as those terms are defined in the Executive Severance Plan. The Executive Severance Plan does not contain a “modified single-trigger” provision or allow excise tax gross-ups in the event of a change in control. The purpose of the Executive Severance Plan is to ensure, in the event of a possible change in control, that the NEOs will be available (without concern for their personal financial situations) to perform their regular duties and to advise Management and the Board as to whether the change in control proposal would be in our or our shareholders’ best interests. We may also call upon our NEOs to assist in the change in control implementation and transition, and to perform other appropriate actions. Severance benefits also provide an economic means for the NEOs to transition from Viad employment. Our CEO recommends the participants in these plans and the Human Resources Committee then reviews and approves the participants. Upon a change in control, our short- and long-term incentive plans also provide for accelerated vesting of equity awards and payment of short-term incentive and performance units, as discussed in “Potential Payments upon Employment Termination or Change in Control” in the Executive Compensation section of this Proxy Statement.
Severance Agreements and Policies
Severance Agreements and Policies Messrs. Moster and Barry each have a severance agreement providing for a post-termination severance payment in the event we terminate either of them for any reason other than for cause, or if either of them voluntarily terminates his employment for good reason, in each case, as those terms are defined in the applicable severance agreement. We have a separate Salary Continuation Policy that may apply to our NEOs in the event of certain involuntary, not-for-cause terminations. We discuss the severance agreements and other arrangements in “Potential Payments upon Employment Termination or Change in Control” in the Executive Compensation section of this Proxy Statement.
Severance Agreements and Policies
| 28 | Viad Corp | COMPENSATION DISCUSSION AND ANALYSIS | |
COMPENSATION DECISION-MAKING PROCESS
| • | Short-term (annual) incentive opportunities, performance goals, the achievement of performance targets, and payment of incentive awards; |
COMPENSATION DECISION-MAKING PROCESS
| • | Long-term incentive awards, performance goals, the achievement of performance targets, and any payment of long-term incentive awards; and |
COMPENSATION DECISION-MAKING PROCESS
The Human Resources Committee approves, and the other independent members of the Board ratify, all elements of our CEO’s compensation. Base salary adjustments, if any, are effective January 1 for our CEO, and April 1 of each year for other NEOs. At its regular quarterly February 2023 meeting, the Human Resources Committee approved RSU and PSU awards to executive officers (as discussed in the CD&A subsection “2023 LTI Awards”). In March 2023, the Human Resources Committee approved financial targets and strategic objectives for the 2023 MIP.
COMPENSATION COMPARATOR GROUP
COMPENSATION COMPARATOR GROUP Due to our unique and diverse mix of businesses, we cannot identify a singular ‟peer group” that accurately reflects the differing natures of our core businesses. In selecting our comparator group, we focus on the following criteria:
COMPENSATION COMPARATOR GROUP
| • | Business Relevance. The comparator group includes leisure and hospitality services companies and business-to-business services companies (including, among others, diversified support services, office services, marketing, and commercial printing services), thus representing both elements of our business operations. |
COMPENSATION COMPARATOR GROUP
| • | Revenue Comparability. Companies generally generated annual revenues between approximately one-third and three times our own annual revenue. |
COMPENSATION COMPARATOR GROUP
We believe the 2023 comparator group was relevant in gauging our compensation actions. After consultation with FW Cook in November 2022, the comparator group referenced by the Human Resources Committee in making decisions related to executive officer compensation for 2023 included 13 companies whose businesses are comparable with some portion of ours:
COMPENSATION COMPARATOR GROUP
| 2023 Comparator Group | | | | | Company Name | Ticker Symbol | Company Name | Ticker Symbol | | ACCO Brands | ACCO | Ryman Hospitality Properties, Inc. | RHP | | Cedar Fair, L.P. | FUN | SeaWorld Entertainment, Inc. | SEAS | | Deluxe Corporation | DLX | SP Plus Corp. | SP | | DiamondRock Hospitality | DRH | Vail Resorts, Inc. | MTN | | Golden Entertainment | GDEN | VSE Corporation | VSEC | | Healthcare Services Group, Inc. | HCSG | Xenia Hotels & Resorts | XHR | | Matthews International | MATW | | |
COMPENSATION COMPARATOR GROUP
The Human Resources Committee has the discretion to change the comparator group from time to time to help ensure that it provides a reasonable point of comparison for our executive officer compensation program. Such changes may reflect changes in our business, or changes at comparator group companies.
CLAWBACK PROVISIONS FOR DETRIMENTAL CONDUCT
| • | Restricted stock and performance unit awards made during the last two years of employment; |
CLAWBACK PROVISIONS FOR DETRIMENTAL CONDUCT
| • | any payments received (without regard to tax effects) from the sale of restricted stock that vested, or with respect to earned performance units, during the last two years of employment; there is no time limit in the case of misconduct during employment that causes a misstatement of our financial statements; |
CLAWBACK PROVISIONS FOR DETRIMENTAL CONDUCT
| • | all cash bonuses paid during the last 18 months of employment; |
CLAWBACK PROVISIONS FOR DETRIMENTAL CONDUCT
| • | outstanding vested, but not exercised, stock options; and |
CLAWBACK PROVISIONS FOR DETRIMENTAL CONDUCT
| • | any gain (without regard to tax effects) realized from the exercise of a stock option, which is subject to the clawback provisions. |
CLAWBACK PROVISIONS FOR DETRIMENTAL CONDUCT
All long-term incentive agreements include clawback provisions applying to NEOs and other key employees (collectively, a “Participant”) if such Participant’s employment is terminated in the first year of the vesting period. Under the clawback provisions, a Participant must forfeit any long-term incentive awards covered by those agreements if employment is terminated due to retirement, death, disability, or termination without cause within 12 months after the grant date. Long-term incentive awards will vest pro rata if the termination occurs after the 12-month forfeiture period lapses and the Participant executes a separation agreement and release, and the amount of the award will be based on the length of time the Participant was employed during the applicable vesting or performance period. The clawback provisions provide a retention incentive for the Participants, and we believe that they provide a more appropriate balance between our interests and those of the Participants. In November 2023, our Human Resources Committee approved a new Incentive Compensation Recoupment Policy, which is applicable to the Company’s executive officers and requires the recoupment of Recoverable Incentive Compensation in the event of an Accounting Restatement (as those terms are defined in the policy). This policy conforms to SEC and NYSE rulemaking consistent with the Dodd-Frank Wall Street Reform and Consumer Protection Act.
SUMMARY COMPENSATION TABLE FOR FISCAL YEARS ENDED 2023, 2022, AND 2021
SUMMARY COMPENSATION TABLE FOR FISCAL YEARS ENDED 2023, 2022, AND 2021 The following table shows compensation paid, accrued, or awarded to our Chief Executive Officer, our Chief Financial Officer, and our three most highly compensated executive officers (i.e., our NEOs) for the years indicated:
SUMMARY COMPENSATION TABLE FOR FISCAL YEARS ENDED 2023, 2022, AND 2021
| Name and Principal Position | Year | Salary ($) | Stock Awards(1) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation(2) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) ($) | All Other Compensation(4) ($) | Total ($) | | (a) | (b) | (c) | (e) | (f) | (g) | (h) | (i) | (j) | | Steven W. Moster(5) President and CEO | 2023 | 927,000 | 4,611,797 | — | 1,371,300 | 1,478 | 75,798 | 6,987,373 | | | 2022 | 927,000 | 1,050,009 | 2,450,003 | 1,796,063 | 2,520 | 64,391 | 6,289,986 | | | 2021 | 927,000 | 3,293,580 | 1,818,499 | 231,750 | 1,078 | 66,918 | 6,338,825 | | Ellen M. Ingersoll(6) Chief Financial Officer | 2023 | 469,027 | 1,139,794 | — | 416,600 | 180 | 328,892 | 2,354,493 | | | 2022 | 452,000 | 259,488 | 605,500 | 525,450 | 224 | 214,416 | 2,057,078 | | | 2021 | 452,000 | 892,252 | 517,581 | 67,800 | 77 | 236,814 | 2,166,524 | | David W. Barry(7) President of Pursuit | 2023 | 600,000 | — | — | 339,504 | 277 | 27,966 | 967,747 | | | 2022 | 600,000 | 2,369,900 | — | 259,631 | 416 | 28,432 | 3,258,379 | | | 2021 | 472,000 | — | — | 268,620 | 145 | 11,600 | 752,365 | | Derek P. Linde(8) Chief Operating Officer and Former General Counsel & Corporate Secretary | 2023 | 519,231 | 856,456 | — | 422,400 | 117 | 13,530 | 1,811,734 | | | 2022 | 478,081 | 194,998 | 455,004 | 525,889 | 55 | 12,530 | 1,666,557 | | | 2021 | 361,000 | 195,014 | 454,625 | 49,638 | — | 11,930 | 1,072,207 | | Jeffrey A. Stelmach(9) President of Spiro | 2023 | 438,356 | 658,814 | — | 372,600 | — | 24,663 | 1,494,433 | | | 2022 | 400,000 | 149,967 | 349,998 | 320,000 | — | 22,400 | 1,242,365 |
SUMMARY COMPENSATION TABLE FOR FISCAL YEARS ENDED 2023, 2022, AND 2021
| 1 | The amounts shown under column (e) do not reflect actual payouts, but rather, they represent the grant date fair value of long-term incentives awarded to the NEOs, comprised of time-based restricted stock units (“RSUs”) and performance-based RSUs (“PSUs”) awarded to all our NEOs (other than Mr. Barry) in 2023. The grant date fair value of the RSU and PSU awards were computed in accordance with FASB ASC 718 as discussed in our 2023 Form 10-K, in Notes 1 and 3 to Consolidated Financial Statements and are incorporated herein by reference. |
SUMMARY COMPENSATION TABLE FOR FISCAL YEARS ENDED 2023, 2022, AND 2021
| 2 | The amounts shown under column (g) represent incentive cash awards under the Management Incentive Plan (“MIP”). All awards were made pursuant to the 2017 Viad Corp Omnibus Incentive Plan (the “2017 Plan”), each of which was paid in March of the following year. The 2023 performance targets and achievement levels are discussed in the “Compensation Discussion and Analysis” section of this Proxy Statement. |
SUMMARY COMPENSATION TABLE FOR FISCAL YEARS ENDED 2023, 2022, AND 2021
| 3 | The amounts shown under column (h) represent the year-over-year pension value change in the actuarial present value of the SERP and the MoneyGram Pension Plan, as well as above-market earnings on amounts deferred pursuant to the Defined Contribution Plan, which is described in detail in the “Non-Qualified Deferred Compensation Table” section of this Proxy Statement, and the Supplemental 401(k) Plan. In connection with the spin-off of MoneyGram on June 30, 2004, liabilities associated with the SERP and MoneyGram Pension Plan obligations were assumed entirely by MoneyGram. The term “above-market earnings” represents an earning rate that exceeds 120% of the applicable federal long-term rate (as prescribed under Section 1274(d) of the Code). There were no above-market earnings for Ms. Ingersoll’s Defined Contribution Plan for 2023. For the Supplemental 401(k) Plan, the above-market earnings in 2023 were $1,478 for Mr. Moster, $180 for Ms. Ingersoll, $277 for Mr. Barry, and $117 for Mr. Linde. |
SUMMARY COMPENSATION TABLE FOR FISCAL YEARS ENDED 2023, 2022, AND 2021
| 4 | The aggregate incremental cost of perquisites is the actual cost we incurred as a result of providing those items unless otherwise stated. |
SUMMARY COMPENSATION TABLE FOR FISCAL YEARS ENDED 2023, 2022, AND 2021
| 5 | The amount reported under column (i) for Mr. Moster in 2023 includes: (i) the following perquisites and personal benefits: accidental death and dismemberment insurance; a $23,880 matching contribution under the Supplemental 401(k) Plan; and $32,759 for personal use of a Company-leased automobile; and (ii) a $13,200 matching contribution under the 401(k) Plan. We calculated the aggregate incremental cost of Mr. Moster’s personal use of his Company-leased automobile using a percentage of use methodology, with the amount reported for 2023 being the aggregate value of all automobile lease payments and fuel costs multiplied by the percentage attributable to Mr. Moster’s personal use of the automobile. |
SUMMARY COMPENSATION TABLE FOR FISCAL YEARS ENDED 2023, 2022, AND 2021
| 6 | The amount reported under column (i) for Ms. Ingersoll in 2023 includes: (i) the following perquisites and personal benefits: accidental death and dismemberment insurance; (ii) $302,305 in defined contribution plan benefits; and (iii) a $13,200 matching contribution under the 401(k) Plan. The defined contribution plan contribution is a benefit accrual for the period from January 1 through December 31, 2023, pursuant to the Defined Contribution Plan. The accrued benefits under the |
SUMMARY COMPENSATION TABLE FOR FISCAL YEARS ENDED 2023, 2022, AND 2021
| 32 | Viad Corp | EXECUTIVE COMPENSATION | |
SUMMARY COMPENSATION TABLE FOR FISCAL YEARS ENDED 2023, 2022, AND 2021
Defined Contribution Plan, which we established as of January 1, 2013, replace the annual lump-sum cash awards previously paid to Ms. Ingersoll in lieu of the Company accruing benefits for her as a participant of the SERP. The Defined Contribution Plan is described in detail in the “Post-Employment Arrangements” and “Non-Qualified Deferred Compensation Table” sections of this Proxy Statement.
SUMMARY COMPENSATION TABLE FOR FISCAL YEARS ENDED 2023, 2022, AND 2021
| 7 | The amount reported under column (i) for Mr. Barry in 2023 includes a $13,200 matching contribution under the 401(k) Plan. |
SUMMARY COMPENSATION TABLE FOR FISCAL YEARS ENDED 2023, 2022, AND 2021
| 8 | The amount reported under column (i) for Mr. Linde in 2023 includes a $13,200 matching contribution under the 401(k) Plan. |
SUMMARY COMPENSATION TABLE FOR FISCAL YEARS ENDED 2023, 2022, AND 2021
| 9 | The amount reported under column (i) for Mr. Stelmach in 2023 includes a $6,923 matching contribution under the 401(k) Plan. Mr. Stelmach was not an NEO prior to 2022. |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR ENDED DECEMBER 31, 2023
GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR ENDED DECEMBER 31, 2023 The following table gives the estimated future payouts for awards granted in 2023 under equity incentive and non-equity incentive plans, and the number of shares or units underlying awards granted in 2023:
GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR ENDED DECEMBER 31, 2023
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | Moster | | 463,500 | 927,000 | 1,680,651 | | | | | | | | | RSU(2) | 3/1 | | | | | | | 41,833 | | | 1,050,008 | | PSU(2) | 3/1 | | | | 48,805 | 97,610 | 195,220 | | | | 3,561,789 | | Ingersoll | | 142,380 | 284,760 | 516,270 | | | | | | | | | RSU(2) | 3/1 | | | | | | | 10,339 | | | 259,509 | | PSU(2) | 3/1 | | | | 12,062 | 24,124 | 48,248 | | | | 880,285 | | Barry | | 165,000 | 330,000 | 598,290 | | | | | | | | | Linde | | 144,375 | 288,750 | 523,504 | | | | | | | | | RSU(2) | 3/1 | | | | | | | 7,769 | | | 195,002 | | PSU(2) | 3/1 | | | | 9,064 | 18,127 | 36,254 | | | | 661,454 | | Stelmach | | 123,750 | 247,500 | 448,718 | | | | | | | | | RSU(2) | 3/1 | | | | | | | 5,976 | | | 149,998 | | PSU(2) | 3/1 | | | | 6,972 | 13,944 | 27,888 | | | | 508,817 |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR ENDED DECEMBER 31, 2023
| 1 | The amounts shown in column (c) reflect the threshold payment level under the 2023 MIP. The amounts in column (d) reflect the target payment level under the 2023 MIP. The amounts shown in column (e) reflect the maximum payment level under the 2023 MIP. For more information regarding the 2023 MIP, please see the CD&A subsection “Short-Term (Annual) Incentives.” Actual payout results are reflected in column (g) of the Summary Compensation Table. |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR ENDED DECEMBER 31, 2023
| 2 | RSU and PSU awards will be paid, if earned, in Viad common stock. |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR ENDED DECEMBER 31, 2023
| 3 | Columns (f), (g), and (h) report the estimated threshold, target, and maximum payouts as of the grant date for the 2023 PSU awards. These PSU awards may be earned based on the Company’s TSR performance relative to the TSR performance of other constituents of the Russell 2000 Index over the three-year performance period beginning January 1, 2023, and ending December 31, 2025. If threshold, target, or maximum performance is attained over the performance period, 50%, 100%, or 200% of the target number of PSUs, respectively, may be earned. If actual performance falls between threshold and maximum, the number of shares earned would be calculated using linear interpolation. To the extent that the Company’s absolute TSR over the same period is negative, the number of 2023 PSUs earned will not exceed 100% of target, even if the Company’s relative TSR exceeds the target level of performance. |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR ENDED DECEMBER 31, 2023
| 4 | Column (i) reports the number of RSUs granted in 2023. The RSUs vest in equal annual installments on each of the first three anniversaries of the grant date. |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR ENDED DECEMBER 31, 2023
| 5 | Column (l) reports grant date fair value computed in accordance with FASB ASC 718. The actual value realized by the NEOs for the RSUs and PSUs will not be determined until the time of vesting. Assumptions made in the valuation of stock awards under this column (l) are discussed in our 2023 Form 10-K, in Notes 1 and 3 to Consolidated Financial Statements and are incorporated herein by reference. |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR ENDED DECEMBER 31, 2023
For a description of all other material terms of the awards described in the table above, including a description of the effect of a termination of employment or a change in control on the vesting or payout of these awards, please refer to the “Short-Term (Annual) Incentives” and “Long-Term Incentives” subsections of the CD&A section of this Proxy Statement and the “Potential Payments Upon Employment Termination or Change in Control” section below.
GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR ENDED DECEMBER 31, 2023
| 34 | Viad Corp | EXECUTIVE COMPENSATION | |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR ENDED DECEMBER 31, 2023
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR ENDED DECEMBER 31, 2023 The table below includes all of the NEOs’ outstanding options and unvested stock awards as of December 31, 2023, including awards subject to performance conditions:
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR ENDED DECEMBER 31, 2023
| | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Un- exercisable (#)(1) | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option Exercise Price ($)(1) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Moster | | | | | | | | | | | NQSOs(8) | 59,888 | 29,944 | — | 44.80 | 2/23/2028 | — | — | — | — | | NQSOs(8) | 49,495 | 98,990 | — | 33.96 | 2/23/2029 | — | — | — | — | | PSU(5) | — | — | — | — | — | — | — | 97,610 | 3,533,482 | | Stock Price PRSU(6) | — | — | — | — | — | 40,179 | 1,454,480 | 40,178 | 1,454,444 | | RSU(7) | — | — | — | — | — | 68,248 | 2,470,578 | — | — | | Ingersoll | | | | | | | | | | | NQSOs(8) | 17,046 | 8,522 | — | 44.80 | 2/23/2028 | — | — | — | — | | NQSOs(8) | 12,233 | 24,464 | — | 33.96 | 2/23/2029 | — | — | — | — | | PSU(5) | — | — | — | — | — | — | — | 24,124 | 873,289 | | Stock Price PRSU(6) | — | — | — | — | — | 10,714 | 387,847 | 10,714 | 387,847 | | RSU(7) | — | — | — | — | — | 17,084 | 618,441 | — | — | | Barry | — | — | — | — | — | — | — | — | — | | Linde | | | | | | | | | | | NQSOs(8) | 14,972 | 7,486 | — | 44.80 | 2/23/2028 | — | — | — | — | | NQSOs(8) | 54,150 | — | — | 21.85 | 8/27/2027 | — | — | — | — | | NQSOs(8) | 9,192 | 18,384 | 33.96 | 2/23/2029 | — | — | — | — | | | PSU(5) | — | — | — | — | — | — | — | 18,127 | 656,197 | | RSU(7) | — | — | — | — | — | 13,048 | 472,338 | — | — | | Stelmach | | | | | | | | | | | NQSOs(8) | 7,071 | 14,141 | — | 33.96 | 2/23/2029 | — | — | — | — | | PSU(5) | — | — | — | — | — | — | — | 13,944 | 504,773 | | RSU(7) | — | — | — | — | — | 10,019 | 362,688 | — | — |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR ENDED DECEMBER 31, 2023
| 1 | Stock option awards listed here are NQSOs, in compliance with IRS requirements. Mr. Linde’s remaining NQSO award with an expiration date of August 27, 2027, vested on the two-year anniversary of the grant date (August 27, 2020), based upon his continued employment with the Company. The NQSOs granted to Mr. Moster, Ms. Ingersoll, and Mr. Linde with an expiration date of February 23, 2028, are eligible to vest ratably in three equal tranches on the first, second, and third-year anniversaries of the February 23, 2021, grant date. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR ENDED DECEMBER 31, 2023
| 2 | For columns (g) and (h), RSU awards vest pursuant to the terms of the applicable agreements, which generally include either annual ratable or 3-year cliff vesting terms. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR ENDED DECEMBER 31, 2023
| 3 | For columns (h) and (j), the market value of shares (or units) was computed by multiplying the number of shares (or units) by $36.20, the closing market price of our common stock at December 29, 2023, the last trading day of 2023. In calculating the number of PSU awards and their value in this table, we are required by SEC rules to compare our performance through 2023 under the PSU grants against the threshold, target and maximum performance levels for the grants and to report in these columns the applicable potential share number and payout amount. If the performance is between levels, we are required to report the potential payout at the next highest level. Accordingly, we have reported the outstanding PSU awards in the table at threshold (50%) based on performance against the goals through December 31, 2023. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR ENDED DECEMBER 31, 2023
| 4 | These amounts exclude the EBITDA-based performance restricted stock units (“EBITDA PRSUs”) granted to Mr. Barry that vested based on performance through December 31, 2023, which are reported in the “Option Exercises and Stock Vested” table below. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR ENDED DECEMBER 31, 2023
| | Viad Corp | EXECUTIVE COMPENSATION | 35 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR ENDED DECEMBER 31, 2023
| 5 | “PSU” refers to performance units to be paid, if earned, in Viad common stock. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR ENDED DECEMBER 31, 2023
| 6 | Represents stock price-based performance restricted stock unit (Stock Price PRSU) awards granted to our CEO and CFO in 2021. The first tranche of Stock Price PRSU awards (representing 50% of the awards) is reported in columns (g) and (h) because this tranche became earned based on performance on June 17, 2021, when the 20-day average closing price of Company shares exceeded $46.11. The first tranche will vest on December 31, 2024, subject to the recipient’s continued employment. The second tranche of Stock Price PRSU awards (representing the remaining 50% of the awards) is reported in columns (i) and (j) because this tranche remains unearned given that the share goal price of $56.00 has yet to be reached. If the 20-day average closing price of Company shares exceeds $56.00 before December 31, 2024, the second tranche of Stock Price PRSUs will be earned and will vest on December 31, 2024, subject to the recipient’s continued employment. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR ENDED DECEMBER 31, 2023
| 7 | “RSU” refers to restricted stock unit. RSUs will be paid, if earned, in Viad common stock. The number of RSUs reflected in column (i) and the dollar value of those units reflected in column (j) were as of December 31, 2023. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR ENDED DECEMBER 31, 2023
| 8 | “NQSOs” represents awards of non-qualified stock options. |
OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR ENDED DECEMBER 31, 2023
OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR ENDED DECEMBER 31, 2023 This table shows restricted stock, RSU, and EBITDA PRSU awards that vested during 2023 (no options were exercised in 2023):
OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR ENDED DECEMBER 31, 2023
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | (a) | | | | | | Moster | | | | | | RSU | — | — | 16,111 | 417,436 | | Ingersoll | | | | | | RS(2) | — | — | 3,148 | 81,659 | | RSU(2) | — | — | 4,199 | 108,796 | | Barry | | | | | | RS(2) | — | — | 2,267 | 58,806 | | RSU(2) | | | 25,906 | 937,797 | | EBITDA PRSU(2) | | | 23,026 | 780,812 | | Linde | | | | | | RS(2) | — | — | 2,134 | 55,356 | | RSU(2) | — | — | 3,365 | 87,187 | | Stelmach | | | | | | RSU(2) | — | — | 2,571 | 69,219 |
OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR ENDED DECEMBER 31, 2023
| 1 | The value realized upon the vesting of restricted stock, RSUs, and EBITDA PRSUs is the closing price of Viad’s common stock on the date of vesting multiplied by the number of shares that vested. |
OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR ENDED DECEMBER 31, 2023
| 2 | “RS” refers to restricted stock, “RSU” refers to restricted stock units, and “EBITDA PRSU” refers to EBITDA-based performance RSUs. |
PENSION BENEFITS FOR FISCAL YEAR ENDED DECEMBER 31, 2023
PENSION BENEFITS FOR FISCAL YEAR ENDED DECEMBER 31, 2023 This table shows the present value of our CFO’s accumulated benefits. She is the only NEO who receives benefits under a Viad-related pension plan. In connection with our June 2004 MoneyGram spin-off, MoneyGram assumed the liability related to the payment of benefits under the SERP.
PENSION BENEFITS FOR FISCAL YEAR ENDED DECEMBER 31, 2023
| Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | (a) | (b) | (c) | (d)(2) | (e) | | Ingersoll(1) | SERP | 2.439 | 339,286 | — |
PENSION BENEFITS FOR FISCAL YEAR ENDED DECEMBER 31, 2023
| 1 | Credited service ceased to accrue under the SERP as of the MoneyGram spin-off on June 30, 2004 (actual number of years of service for Ms. Ingersoll is 18 years). The SERP provides retirement benefits based on final average earnings, which is the |
PENSION BENEFITS FOR FISCAL YEAR ENDED DECEMBER 31, 2023
| 36 | Viad Corp | EXECUTIVE COMPENSATION | |
PENSION BENEFITS FOR FISCAL YEAR ENDED DECEMBER 31, 2023
average of the 60 months of annual base salary plus 50% of MIP incentive compensation for the five calendar years in which they were highest. Once commenced, the full benefit is payable for the life of the executive. Upon the executive’s death, 50% of the benefit is payable for the life of the surviving spouse, if applicable. Ms. Ingersoll is entitled to a pension benefit at age 60 equal to A - B, where:
PENSION BENEFITS FOR FISCAL YEAR ENDED DECEMBER 31, 2023
| A = | (1.15% x Years of service from 1/1/1998 through 6/30/2004 x Final average earnings) |
PENSION BENEFITS FOR FISCAL YEAR ENDED DECEMBER 31, 2023
+ (0.55% x Years of service from 1/1/1998 through 6/30/2004 x Final average earnings in excess of the covered compensation breakpoint); and
PENSION BENEFITS FOR FISCAL YEAR ENDED DECEMBER 31, 2023
| B = | Annual benefit from the MoneyGram Pension Plan, if applicable. |
PENSION BENEFITS FOR FISCAL YEAR ENDED DECEMBER 31, 2023
Ms. Ingersoll was not eligible to receive benefits under the SERP prior to age 55. If Ms. Ingersoll elects to receive benefits after age 55 and before age 60, she will receive a reduction of 0.25% for each monthly benefit payment prior to her 60th birthday.
PENSION BENEFITS FOR FISCAL YEAR ENDED DECEMBER 31, 2023
| 2 | Assumptions made in quantifying the present value of the current accrued benefit under this column (d) are discussed in our 2023 Form 10-K, in Note 19 to Consolidated Financial Statements, and are incorporated herein by reference. |
NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR ENDED DECEMBER 31, 2023
NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR ENDED DECEMBER 31, 2023 This table shows the amounts contributed to non-qualified deferred compensation plans during 2023:
NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR ENDED DECEMBER 31, 2023
| Name | Registrant Contributions in Last Fiscal Year ($)(1)(3) | Aggregate Earnings in Last Fiscal Year ($)(2)(3) | Aggregate Balance at Last Fiscal Year End ($) | | (a) | (b) | (c) | (d) | | Moster | | | | | Supplemental 401(k) Plan(4) | 23,880 | 11,195 | 221,623 | | Ingersoll | | | | | Defined Contribution Plan(3) | 296,604 | 594,849 | 4,255,097 | | Supplemental 401(k) Plan(4) | 5,576 | 1,222 | 27,267 | | Barry | | | | | Supplemental 401(k) Plan(4) | 10,523 | 2,313 | 51,582 | | Linde | | | | | Supplemental 401(k) Plan(4) | 7,569 | 690 | 19,022 |
NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR ENDED DECEMBER 31, 2023
| 1 | Our matching contribution under the Supplemental 401(k) Plan is the same as our matching contribution under the 401(k) Plan that is generally available to all employees. We match 100% of the first 3% of annual base salary contributed, and 50% of the next 2% of annual base salary contributed by the executive officer. We report matching contributions as compensation in the Summary Compensation Table under column (i) (“All Other Compensation”). |
NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR ENDED DECEMBER 31, 2023
| 2 | Interest on each participant’s account balance is paid at an annual rate equal to the yield as of January 1, April 1, July 1, and October 1 on the Merrill Lynch Taxable Bond Index-Long Term Medium Quality (A3) Industrial Bonds, or such other rate as the Human Resources Committee may determine in a manner consistent with the requirements of Section 409A of the Code and related regulations. If the deferred compensation account is to be paid in installments, the interest is credited quarterly prior to the end of each installment period. If the deferred compensation account is not paid in installments, the interest is credited quarterly prior to the end of the participant’s deferral period. |
NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR ENDED DECEMBER 31, 2023
| 3 | “Defined Contribution Plan” refers to the Viad Corp Defined Contribution Supplemental Executive Retirement Plan, which we established in 2013 to replace the annual payment of lump-sum cash awards, including tax gross-ups, previously made to Ms. Ingersoll since the spin-off of MoneyGram in 2004. Our contributions under the Defined Contribution Plan are made only for the benefit of the account of Ms. Ingersoll, the plan’s sole participant. The Defined Contribution Plan provides annual contributions to Ms. Ingersoll’s account, and such contribution amounts are based on a formula that is intended to achieve an income replacement target at retirement. Ms. Ingersoll has a phantom account where hypothetical investment returns are deposited or credited, and assumes the investment risks and rewards by selecting from among a set of investment options we provided. The contribution amounts are recalculated each year based on Ms. Ingersoll’s current salary and MIP incentive bonus payment amounts, and any changes to the estimated benefits at retirement from the SERP and the MoneyGram Pension Plan. We report our contributions in the Summary Compensation Table under column (i) (“All Other Compensation”). |
NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR ENDED DECEMBER 31, 2023
| 4 | Refers to the Viad Corp Supplemental 401(k) Plan, which is a U.S.-based retirement program. Payments under the Supplemental 401(k) Plan are made only to participants who are U.S. citizens between the ages of 55 and 65. |
NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR ENDED DECEMBER 31, 2023
| | Viad Corp | EXECUTIVE COMPENSATION | 37 |
POTENTIAL PAYMENTS UPON EMPLOYMENT TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON EMPLOYMENT TERMINATION OR CHANGE IN CONTROL Certain termination events will trigger post-termination payments and benefits for our NEOs. Each termination event and the amount that could be payable to NEOs is described in the narrative and provided in the table below, assuming a qualifying termination date of December 31, 2023, with a closing price of $36.20 per share for Viad’s common stock on December 29, 2023, the last trading day of the year, except where otherwise indicated. The receipt of certain of the payments and benefits described in this section are subject to the NEO’s compliance with certain restrictive covenant obligations, including non-competition, non-solicitation of employees and non-solicitation of customers ranging from 12 to 18 months following the termination of employment.
CEO PAY RATIO
CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), we are providing the following disclosure that compares the annual total compensation of our “median employee” to the annual total compensation of our Principal Executive Officer, our CEO. The process that we used to determine our median employee in 2023 is summarized below:
CEO PAY RATIO
| • | To determine our median employee, we included base salary, which is paid in the form of hourly wages, and overtime paid, as the consistently applied compensation measure (“CACM”) for all employees. We selected these pay elements because they were the most consistently paid across our organization. We reviewed compensation as of December 13, 2023, to determine our median employee. As of that date, and according to the definition provided under Dodd-Frank, we had 6,286 employees, though not all of these employees were actively working at that time. In determining our median employee, we excluded employees from countries that represent 5% or less of our global headcount. The excluded countries were The Netherlands, the United Kingdom, Germany, Romania, and the United Arab Emirates, which, combined, represented less than 1% of our total headcount. |
CEO PAY RATIO
| • | We collected employee pay data to identify a narrow range of employees around our estimated median pay for 2023 of $29,120, based on the CACM methodology. Using a range of pay within +/-5% of this estimated median, we identified a median group of 797 employees. We then conducted further analysis of prior years’ earnings to identify 4 employees from this group with relatively stable earnings over the past several years. Finally, from this list of 4 employees, we selected our median employee, who is a Team Lead within the Pursuit organization. |
CEO PAY RATIO
To determine our 2023 CEO pay ratio, we collected additional elements of pay for our median employee pursuant to Item 402(c)(2)(x) of Regulation S-K, which is the same methodology used to determine compensation for our CEO in the Summary Compensation Table in this Proxy Statement. Accordingly, the table below provides the annual total compensation for our median employee and for our CEO for 2023, as well as the ratio of our CEO’s total compensation to that of the median employee.
CEO PAY RATIO
| CEO Pay Ratio – includes part-time and seasonal employees: | | | 2023 Total Annual Compensation – Median Employee | $44,629 | | 2023 Total Annual Compensation – Steven W. Moster, CEO | $6,987,373 | | Ratio of CEO Compensation to the Median Employee | 157:1 |
CEO PAY RATIO
| 44 | Viad Corp | CEO PAY RATIO | |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company’s aligns executive compensation with the Company’s performance, refer to the “Compensation Discussion and Analysis”.
PAY VERSUS PERFORMANCE
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compen- sation Table Total for PEO(1) | Compen- sation Actually Paid to PEO(2) | Average Summary Compen- sation Table Total for Non-PEO NEOs(3) | Average Compen- sation Actually Paid to Non-PEO NEOs(4) | Total Share- holder Return(5) | Peer Group Total Share- holder Return(6) | Net Income (in millions)(7) | EBITDA (in millions)(8) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 6,987,373 | 10,380,281 | 1,657,102 | 2,439,012 | $53.81 | $96.90 | 16.0 | 148.3 | | 2022 | 6,289,986 | 2,262,720 | 2,056,095 | (383,561) | $36.25 | $82.03 | 23.2 | 118.8 | | 2021 | 6,338,525 | 6,499,595 | 1,125,285 | 1,614,890 | $63.61 | $94.13 | (92.7) | 6.3 | | 2020 | 3,207,949 | (904,981) | 1,585,916 | 1,383,262 | $53.59 | $87.91 | (374.1) | (64.0) |
PAY VERSUS PERFORMANCE
| 1 | The dollar amounts reported in column (b) are the amounts of total compensation reported for our principal executive officer (“PEO”) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.” |
PAY VERSUS PERFORMANCE
| 2 | The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Moster, 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 Mr. Moster during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Moster’s total compensation for 2023 to determine the compensation actually paid: |
PAY VERSUS PERFORMANCE
| Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Compensation Actually Paid to PEO | | 2023 | $6,987,373 | $(4,611,797) | $8,004,705 | $10,380,281 |
PAY VERSUS PERFORMANCE
| (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for 2023. |
PAY VERSUS PERFORMANCE
| (b) The equity award adjustments for 2023 include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in 2023 that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of 2023 (from the end of 2022) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of 2023; (iii) for awards that were granted and vested in 2023, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in 2023, the amount equal to the change as of the vesting date (from the end of 2022) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during 2023, a deduction for the amount equal to the fair value at the end of 2022; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in 2023 prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for 2023. The valuation assumptions used to calculate fair values did not materially differ from those disclosed as of the grant date of the equity awards. The amounts deducted or added in calculating the equity award adjustments are as follows: |
PAY VERSUS PERFORMANCE
| Year | Year End Fair Value of Equity Awards Granted in the Year | Change in Fair Value from End of Prior Year to the End of Covered Year of Equity Awards Granted in Prior Years | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value on the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2023 | $7,405,118 | $472,199 | — | $127,388 | — | — | $8,004,705 |
PAY VERSUS PERFORMANCE
| | Viad Corp | PAY VERSUS PERFORMANCE | 45 |
PAY VERSUS PERFORMANCE
| 3 | The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Moster, who has served as our CEO since 2014) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Moster) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023 and 2022, Ellen M. Ingersoll, David W. Barry, Derek P. Linde, and Jeffrey A. Stelmach; (ii) for 2021, Ellen M. Ingersoll, David W. Barry, Derek P. Linde, and Leslie S. Striedel; and (iii) for 2020, Ellen M. Ingersoll, Jay A. Altizer, David W. Barry, and Derek P. Linde. |
PAY VERSUS PERFORMANCE
| 4 | The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Moster), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Moster) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Moster) for 2023 to determine the compensation actually paid, using the same methodology described above in footnote 2: |
PAY VERSUS PERFORMANCE
| Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Equity Award Adjustments(a) | Average Compensation Actually Paid to Non-PEO NEOs(b) | | 2023 | $1,657,102 | $(663,766) | $1,445,676 | $2,439,012 |
PAY VERSUS PERFORMANCE
| (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
PAY VERSUS PERFORMANCE
| Year | Average Year End Fair Value of Equity Awards Granted in the Year | Average Change in Fair Value from End of Prior Year to End of Covered Year of Equity Awards Granted in Prior Years | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Average Change in Fair Value on the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Average Total Equity Award Adjustments | | 2023 | $1,065,802 | $72,891 | — | $306,982 | — | — | $1,445,676 |
PAY VERSUS PERFORMANCE
| (b) The average “compensation actually paid” to the NEOs as a group (excluding Mr. Moster) does not reflect any adjustments attributable to “service cost” or “prior service cost” for any defined benefit pension plans reported in the Summary Compensation Table for each applicable year. Ms. Ingersoll was the only NEO who participated in a defined benefit pension plan in each covered year. However, the benefits under such plan are frozen and there is no “service cost” or “prior service cost” to report with respect thereto. As such, the amount reported with respect to such benefit in the “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for each applicable year is reflected in the average Summary Compensation Table “Total” and has not been adjusted. |
PAY VERSUS PERFORMANCE
| 5 | Represents Viad’s cumulative total shareholder return (“TSR”) per $100 invested from December 31, 2019, through December 31 of each of the respective years shown, calculated in accordance with Item 201(e) of Regulation S-K. |
PAY VERSUS PERFORMANCE
| 6 | Represents the peer group’s cumulative TSR per $100 invested from December 31, 2019, through December 31 of each of the respective years shown (with dividends reinvested, as applicable). The peer group used for this purpose is the S&P SmallCap 600 Commercial Services & Supplies index, of which Viad is a constituent, which is one of the peer groups used for the performance graph included in our 2022 Form 10-K as required under Regulation S-K Item 201(e)(1)(ii). |
PAY VERSUS PERFORMANCE
| 7 | Represents net income (loss) attributable to Viad as reported in the Company’s audited financial statements for the applicable year. |
PAY VERSUS PERFORMANCE
| 8 | Represents EBITDA, a non-GAAP measure, the company-selected measure used for determining Viad’s MIP achievement as described in the “Short-Term (Annual) Incentives” section of the “Compensation Discussion and Analysis”. |
FINANCIAL PERFORMANCE MEASURES
| 46 | Viad Corp | PAY VERSUS PERFORMANCE | |
ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE
ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE In accordance with Item 402(v) of Regulation S-K, the Company is providing the following graphs setting forth relationships between information presented in the Pay versus Performance table.
Compensation Actually Paid and TSR
Compensation Actually Paid and TSR
Compensation Actually Paid and Net Income
Compensation Actually Paid and Net Income
Compensation Actually Paid and EBITDA
Compensation Actually Paid and EBITDA
Compensation Actually Paid and EBITDA
| | Viad Corp | PAY VERSUS PERFORMANCE | 47 |
PLEDGING AND MARGIN TRANSACTIONS
| 48 | Viad Corp | PAY VERSUS PERFORMANCE | |