DEF 14A of Hilton Grand Vacations Inc., Mar 18, 2025

DEF 14A of Hilton Grand Vacations Inc.

Filed Mar 18, 2025 · FY20240001140361-25-009261

Open on EDGAR

  1. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025

    NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025 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 2025

    | Mark Wang | | Mark D. Wang, 67, has served as a director since May 2016 and has served as our Chief Executive Officer (“CEO”) since the spin-off from Hilton Worldwide in January 2017. He also served as our President from January 2017 until April 2024. 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 40 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 2025

    | Hilton Grand Vacations | 6 | 2025 PROXY STATEMENT |

  4. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025

    | Qualifications, Attributes, Skills, and Experience: Mr. Wang’s 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 Chief Executive Officer and his prior role as our President 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 2025

    | Leonard A. Potter | | Leonard A. Potter, 63, 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 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 2025

    | Brenda J. Bacon | | Brenda J. Bacon, 74, 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 former New Jersey Governor James J. Florio from 1989 to 1993. During former 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, former 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 Virtua Health Humanitarian Award. |

  7. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025

    | Hilton Grand Vacations | 7 | 2025 PROXY STATEMENT |

  8. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025

    | 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 2025

    | Christine Cahill | | Christine Cahill, 30, has served as a director since August 2024. Ms. Cahill is a Principal in Apollo Global Management’s Private Equity Business, having joined Apollo in 2018. Prior to joining Apollo, Ms. Cahill worked in the Financial Institutions Group at Goldman Sachs. Ms. Cahill serves on the board of directors of LifePoint Health and ScionHealth, both private companies. Ms. Cahill received her undergraduate degree in economics, cum laude with high honors, from Harvard College. | | Qualifications, Attributes, Skills, and Experience: Ms. Cahill’s professional experience and service on boards of directors provides our board with her skills of analyzing business and investing in companies across an array of industries. |

  10. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025

    | David W. Johnson | | David W. Johnson, 63, 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 ten 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. |

  11. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025

    | Mark H. Lazarus | | Mark H. Lazarus, 61, has served as a director since January 2017. Since December 2024, Mr. Lazurus has served as the Prospective Chief Executive Officer of SpinCo, a prospective new publicly traded company comprised of a portfolio of NBCUniversal’s cable television networks and complementary digital assets. From July 2023 to December 2024, Mr. Lazarus was 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 stations and 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 |

  12. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025

    | Hilton Grand Vacations | 8 | 2025 PROXY STATEMENT |

  13. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025

    | 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’ 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. |

  14. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025

    | Gail L. Mandel | | Gail L. Mandel, 56, has served as a director since June 2024. Since 2019, Ms. Mandel has served as managing director of Focused Point Ventures, a business advisory and consulting services firm. From 2014 to 2018, Ms. Mandel served as President and Chief Executive Officer of Wyndham Destination Network, an operating division of Wyndham Worldwide (NYSE: WYN), a provider of professionally managed, unique vacation accommodations. Ms. Mandel served as Chief Operating Officer and Chief Financial Officer, Wyndham Exchange & Rentals (later known as Wyndham Destination Network), from March 2014 to November 2014 and Chief Financial Officer, Wyndham Exchange & Rentals, from January 2010 to March 2014. From August 2006 to January 2010, Ms. Mandel was Senior Vice President, Financial Planning & Analysis, for Wyndham Worldwide. From February 1999 to August 2006, Ms. Mandel was Division CFO/Controller, Cendant Hospitality/Travel Services, and from October 1997 to February 1999, Ms. Mandel was Controller, Cendant Mobility. Ms. Mandel received her CPA license from the State of New York in 1993. Ms. Mandel is the chair of the board of directors of Sabre Corporation (NASDAQ: SABR) where she currently serves as the chair of the Nominating and Governance Committee and as a member of the Compensation Committee and serves as a director of Dave & Buster’s Entertainment, Inc. (NASDAQ: PLAY), where she serves on the Audit Committee and the Nominating and Governance Committee. Ms. Mandel also serves as a director of the Community Foundation of New Jersey. Ms. Mandel received her Bachelor of Business Administration, Public Accounting, summa cum laude, from Pace University. | | Qualifications, Attributes, Skills, and Experience: Ms. Mandel’s experience in the hospitality industry, as well as her financial and public company experience, provides our Board with valuable industry knowledge and skills to guide the strategy of the Company. |

  15. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025

    | Pamela H. Patsley | | Pamela H. Patsley, 68, 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. (NASDAQ: TXN), where she is a member of the Governance and Stockholders Relations Committee, Keurig Dr. Pepper, Inc. (NYSE: KDP) where she is a member of the Audit Committee, and Payoneer Global, Inc. (NASDAQ: PAYO) where she is a member of the Audit Committee and the Nominating and Corporate Governance Committee. 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, chief executive officer, chief financial officer and other executive level positions in public companies, provides our Board |

  16. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025

    | Hilton Grand Vacations | 9 | 2025 PROXY STATEMENT |

  17. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025

    | 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. |

  18. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025

    | David Sambur | | David Sambur, 44, 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 previously served on the board of directors of Rackspace Technology (NASDAQ: RXT) from November 2016 to January 2025. 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 experience as a director of both private and public companies provides our Board with his skills of analyzing businesses and leading investments in companies across an array of industries. |

  19. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025

    | Paul W. Whetsell | | Paul W. Whetsell, 74, 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 to 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), where he is a member of the Compensation Committee, and Vistry Group (LON: VTY). From 2008 to 2023, Mr. Whetsell served as a trustee of the board of trustees of the Cystic Fibrosis Foundation. From 2007 to 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. 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. |

  20. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025

    THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

  21. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025

    | Hilton Grand Vacations | 10 | 2025 PROXY STATEMENT |

  22. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025

    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:

  23. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025

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

  24. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025

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

  25. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025

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

  26. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025

    | • | 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; |

  27. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025

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

  28. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025

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

  29. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025

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

  30. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025

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

  31. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025

    | • | 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; |

  32. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025

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

  33. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025

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

  34. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025

    | Hilton Grand Vacations | 11 | 2025 PROXY STATEMENT |

  35. 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.

  36. COMPENSATION PROGRAM

    | • | equity award of approximately $200,000 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. |

  37. COMPENSATION PROGRAM

    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.

  38. DIRECTOR COMPENSATION FOR 2024

    DIRECTOR COMPENSATION FOR 2024 The table below sets forth information regarding non-employee director compensation for the fiscal year ended December 31, 2024.

  39. DIRECTOR COMPENSATION FOR 2024

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | Total Number of Outstanding Equity Awards ($)(2) | | Leonard A. Potter | $237,500 | $200,000 | $437,500 | 4,608 | | Brenda J. Bacon | $113,750 | $200,000 | $313,750 | 4,608 | | Christine Cahill(3) | $22,377 | — | $22,377 | — | | David W. Johnson | $115,000 | $200,000 | $315,000 | 4,608 | | Mark H. Lazarus | $98,750 | $200,000 | $298,750 | 4,608 | | Gail L. Mandel | $44,939 | $183,607 | $228,546 | 4,537 | | Pamela H. Patsley | $122,500 | $200,000 | $322,500 | 4,608 | | David Sambur(3) | $272,500 | — | $272,500 | — | | Alex van Hoek | $250,123 | — | $250,123 | — | | Paul W. Whetsell | $122,500 | $200,000 | $322,500 | 4,608 |

  40. DIRECTOR COMPENSATION FOR 2024

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

  41. DIRECTOR COMPENSATION FOR 2024

    | (2) Reflect an annual equity award for the period from the date of the 2024 annual meeting of stockholders through the date of the Annual Meeting based on an annual award of $200,000, except for Ms. Mandel who was appointed to our Board effective as of June 7, 2024 and, accordingly, for whom the amount has been prorated. For Messrs. Sambur and van Hoek and Ms. Cahill, see Note 3 below. The amount shown represents the aggregate grant date fair value of the awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 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 31, 2024. The outstanding equity awards were granted on May 8, 2024 at the 2024 annual meeting of stockholders (except for Ms. Mandel, whose grant was made upon her appointment to the Board on June 7, 2024) and fully vest on the earlier of the one-year anniversary of such date of grant and the date of the next annual meeting of stockholders at which directors are elected. |

  42. DIRECTOR COMPENSATION FOR 2024

    | (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, the Apollo designees on our Board 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. We applied the foregoing approach for Ms. Cahill upon her appointment to our Board to replace Mr. van Hoek upon his resignation from our Board. Accordingly, the amounts shown for Mr. Sambur and Ms. Cahill 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. |

  43. DIRECTOR COMPENSATION FOR 2024

    Except for Mr. Sambur and Ms. Cahill, 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 “plan”) in the form of RSUs. RSUs vest on the earlier of the one-year anniversary of the grant date and the date of the next annual meeting of stockholders at which directors are elected, 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).

  44. DIRECTOR COMPENSATION FOR 2024

    | Hilton Grand Vacations | 24 | 2025 PROXY STATEMENT |

  45. DIRECTOR COMPENSATION FOR 2024

    Any unvested 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 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 2025.” Beneficial ownership of equity securities of certain of our executive officers is shown under the heading “Ownership of Securities” in this Proxy Statement.

  46. DIRECTOR COMPENSATION FOR 2024

    | Erin A. Day | | Erin A. Day, 41, has served as HGV’s acting Chief Financial Officer since February 7, 2025 and Executive Vice President, Finance, since April 2024. Ms. Day has held progressively increasing leadership roles within the Company since joining HGV in 2011. Prior to her Executive Vice President role, Ms. Day served as the Company’s Senior Vice President of Finance from April 2021 to April 2024, Senior Vice President, Strategic Finance, from December 2019 to July 2021, and Vice President of Strategic Planning and Corporate Finance from May 2017 to December 2019. Ms. Day holds both a bachelor’s and master’s degree in business administration with a focus on finance from the University of Florida. |

  47. DIRECTOR COMPENSATION FOR 2024

    | Charles R. Corbin | | Charles R. Corbin, 68, has served as HGV’s Senior Executive Vice President, Chief Legal Officer, General Counsel & Corporate Operations, and Secretary since February 2025. From November 2016 until February 2025, he served as Executive Vice President, Chief Legal Officer, General Counsel and Secretary. 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. |

  48. DIRECTOR COMPENSATION FOR 2024

    | Gordon S. Gurnik | | Gordon Gurnik, 61, has served as HGV’s Senior Executive Vice President and Chief Operating Officer since 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 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 |

  49. DIRECTOR COMPENSATION FOR 2024

    | Hilton Grand Vacations | 25 | 2025 PROXY STATEMENT |

  50. DIRECTOR COMPENSATION FOR 2024

    | House International, a non-profit organization that supports impoverished children throughout the world and is chair-elect of the board of the directors of ARDA. Mr. Gurnik holds a bachelor’s degree in management from Purdue University. |

  51. DIRECTOR COMPENSATION FOR 2024

    | Daniel J. Mathewes* | | Daniel J. Mathewes, 50, served as HGV’s President and Chief Financial Officer from April 2024 until taking a temporary leave of absence on February 7, 2025. Mr. Mathewes previously served as Senior Executive Vice President and Chief Financial Officer from August 2021 until April 2024 when he was appointed as President of HGV. Prior to that, he was Executive Vice President and Chief Financial Officer from November 2018 to August 2021. 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. |

  52. DIRECTOR COMPENSATION FOR 2024

    | * As of the date of this Proxy Statement, Mr. Mathewes remains on a leave of absence from his position at the Company that was disclosed in our Form 8-K dated February 7, 2025. |

  53. DIRECTOR COMPENSATION FOR 2024

    | Hilton Grand Vacations | 26 | 2025 PROXY STATEMENT |

  54. DIRECTOR COMPENSATION FOR 2024

    RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE 2025 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, 2025. 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.

  55. Key 2024 Compensation Committee Actions

    | • | Approved Special Transaction Awards. The Compensation Committee approved transaction incentive awards (“Bluegreen Transaction Incentive Awards”) in connection with the Company’s January 2024 acquisition of Bluegreen Vacations Holding Corporation (the “Merger”) consisting of performance-based restricted stock units (60%) and performance-based cash awards (40%) for certain executive officers and key employees, including the NEOs. The Compensation Committee considered the past, current and future efforts by the Company’s key employees necessary to a successful completion and integration of the Merger, as well as its transformative nature. The Compensation Committee determined that the Bluegreen Transaction Incentive Awards were an effective tool to reward and incentivize key employees for their efforts, while also continuing to tie pay to performance (including, but not limited to, the successful integration of the two companies). |

  56. Key 2024 Compensation Committee Actions

    | • | Approved a short-term incentive plan based 70% on Economic Adjusted EBITDA and 30% on Total Economic Revenue (excluding cost reimbursements). 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 Total Economic Revenue. This is a departure from prior years’ short-term incentive plans, which had also included certain objectively measurable individual performance metrics specific to each individual NEO. |

  57. 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 comprised of: Service RSUs(1) Stock Options Performance RSUs(1) | • 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 |

  58. Overview

    | (1) Service-based restricted stock units, which we refer to as RSUs or Service RSUs, are restricted stock units that generally vest in equal annual amounts over several years (typically three (3) years) based on continued employment. Performance-based restricted stock units, which we refer to as Performance RSUs, are restricted stock units that vest based on achievement of pre-established performance metrics (in recent years, Economic Adjusted EBITDA and Contract Sales) over a specified performance period, subject to continued employment through the performance period, with certain exceptions. |

  59. 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 Gross-up for excise taxes under tax code section 280G, 409A or otherwise x Option repricing or buyouts x Provide for reload awards x Pay dividends or dividend equivalents on unvested awards |

  60. 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; |

  61. Executive Compensation Practices

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

  62. Executive Compensation Practices

    Role of the Compensation Committee. The Compensation Committee establishes the overall executive compensation philosophy and program design, sets and approves compensation for our NEOs, and approves all incentive plan designs, goals, and awards affecting executive officers, including our NEOs. The Compensation Committee also approves all equity compensation plans and awards. In performing its role, the Compensation Committee receives input from the CEO, select members of executive management, and Pearl Meyer. Role of Management. The CEO, Chief Human Resources Officer (or person performing similar functions), and General Counsel routinely provide information, advice, and recommendations to the Compensation Committee. Other members of executive management may be called upon to provide information to the Compensation Committee from time to time. The Compensation Committee regularly meets in executive session without members of executive management present, and members of executive management are not present for discussions regarding his specific compensation. Role of the Independent Compensation Consultant. Pearl Meyer reports to, and is directed by, the Compensation Committee. Pearl Meyer routinely provides information, advice, and recommendations to the Compensation Committee on matters pertaining to executive and non-employee director compensation. In selecting Pearl Meyer for 2024, 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 February 2024, to make compensation recommendations for 2024. The Compensation Committee reviewed Pearl Meyer’s recommendations and used the 2024 peer group data as a guide in setting compensation for 2024.(1)

  63. Executive Compensation Practices

    | (1) The peer group is the same peer group used by the Compensation Committee with respect to its review of compensation in 2023, with the exception of Park Hotels & Resorts Inc. and Vail Resorts Inc., which are no longer part of the peer group due to their size relative to the Company. |

  64. 2024 NEO Compensation Structure (1)(2)

    | | 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 | $1,200,000 | 175% | $2,100,000 | $3,300,000 | 500% | $6,000,000 | $9,300,000 | | Daniel J. Mathewes | $725,000 | 150% | $1,087,500 | $1,812,500 | 300% | $2,175,000 | $3,987,500 | | Gordon S. Gurnik | $670,000 | 125% | $837,500 | $1,507,500 | 250% | $1,675,000 | $3,182,500 | | Charles R. Corbin | $540,000 | 125% | $675,000 | $1,215,000 | 250% | $1,350,000 | $2,565,000 | | Pablo Brizi | $490,000 | 125% | $612,500 | $1,102,500 | 250% | $1,225,000 | $2,327,500 |

  65. 2024 NEO Compensation Structure (1)(2)

    | (1) Reflects Mr. Mathewes’ base salary, target STI and target LTI on an annualized basis as President. As previously disclosed, Mr. Mathewes assumed such position effective as of April 1, 2024. |

  66. 2024 NEO Compensation Structure (1)(2)

    | (2) Excludes the Bluegreen Transaction Incentive Awards, which were one-time awards in connection with the Bluegreen Acquisition. See below under “—Bluegreen Transaction Incentive Awards.” |

  67. Target vs. Realizable CEO Compensation

    Target vs. Realizable CEO Compensation As illustrated above, a significant portion of our CEO’s compensation opportunity is “at risk” and tied to our corporate performance goals. Our pay-for-performance philosophy is further illustrated by comparing target total direct compensation to “realizable” compensation, after considering actual performance. Demonstrating our compensation program’s strong tie to performance, our CEO’s 2023 realizable compensation was below target and his 2024 realizable compensation was below 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 options granted as components of the long-term incentive awards granted in each of 2024 and 2023. Realizable compensation includes annual base salary earned and actual annual short-term incentive payouts for each of 2024 and 2023 and the intrinsic value of RSUs and stock options granted in each of 2024 and 2023 (in each case as of December 31, 2024, based on our closing stock price on such date). The target compensation reflected in the table does not include the target value of Performance RSUs (both those granted as a reoccurring component of our compensation program and special one-time awards such as the Bluegreen Transaction Incentive Awards) as these awards are settled based on our actual performance over the applicable performance periods, nor does it include the realizable value of Performance RSUs granted in 2024 and 2023 or the Bluegreen Transaction Incentive Awards granted in 2024, as the respective performance periods have not yet been completed. The

  68. Short-Term Incentive Compensation

    Short-Term Incentive Compensation Annual Cash Incentive Program for 2024. The Compensation Committee approved the 2024 annual cash incentive program which rewards participants for their contributions towards specific annual financial and operational goals that are tied to the overall HGV performance. It is designed to motivate participants to focus on our overall business and financial results. Each participant’s annual cash incentive award opportunity is strictly based on corporate 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. This is a departure from prior years which included certain objectively measurable individual performance metrics specific to each individual NEO. For 2024, the Compensation Committee eliminated such metrics and replaced them with our Total Economic Revenue to further align our NEO’s annual cash incentive with our annual financial results. 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. As discussed above under “Key 2024 Compensation Committee Actions”, the Compensation Committee increased the annual cash incentive opportunities as a percentage of base salary for Mr. Mathewes (from 125% to 150%) and for each of Messrs. Corbin and Brizi (from 100% to 125%). In 2024, the Compensation Committee approved our annual cash incentive program design based 70% on Economic Adjusted EBITDA and 30% on Total Economic Revenue for each individual NEO.

  69. Short-Term Incentive Compensation

    | Hilton Grand Vacations | 38 | 2025 PROXY STATEMENT |

  70. 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, 2024, as approved by the Compensation Committee, are set forth in the table below.

  71. Short-Term Incentive Compensation

    | Name | Threshold (50% of Target) | Target | Maximum (200% of Target) | | Mark D. Wang | 87.5% | 175% | 350% | | Daniel J. Mathewes(1) | 75% | 150% | 300% | | Gordon S. Gurnik | 62.5% | 125% | 250% | | Charles R. Corbin | 62.5% | 125% | 250% | | Pablo Brizi | 62.5% | 125% | 250% |

  72. Short-Term Incentive Compensation

    | (1) Prorated based on Mr. Mathewes’ base salary prior to and following his appointment to President effective April 1, 2024. |

  73. Short-Term Incentive Compensation

    Consistent with prior years, the Compensation Committee selected Economic Adjusted EBITDA as the primary corporate objective for 2024 because it is the primary measure that HGV uses internally to assess its financial performance. In addition, as discussed above, the Compensation Committee replaced individual performance objectives with Total Economic Revenue as the remaining corporate objective for 2024 because it is the primary measure that HGV uses internally to assess its financial performance as it relates to our overall revenue growth and performance. Each NEO’s annual cash incentive components and weightings of these two corporate performance goals for the fiscal year ended December 31, 2024 are set forth below.

  74. Actual Results for 2024

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

  75. Actual Results for 2024

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

  76. Economic Adjusted EBITDA (70%)

    | Name | Target Annual Cash Incentive Opportunity | Achievement Factor as a Percent of Target Award | 2024 Amount Earned under Annual Cash Incentive Program | | Mark D. Wang | $1,470,000 | 62% | $911,400 | | Daniel J. Mathewes | $713,125(1) | 62% | $442,138 | | Gordon S. Gurnik | $586,250 | 62% | $363,475 | | Charles R. Corbin | $472,500 | 62% | $292,950 | | Pablo Brizi | $428,750 | 62% | $265,825 |

  77. Total Economic Revenue (30%)

    | Name | Target Annual Cash Incentive Opportunity | Achievement Factor as a Percent of Target Award | 2024 Amount Earned under Annual Cash Incentive Program | | Mark D. Wang | $630,000 | 69% | $434,700 | | Daniel J. Mathewes | $305,625(1) | 69% | $210,881 | | Gordon S. Gurnik | $251,250 | 69% | $173,363 | | Charles R. Corbin | $202,500 | 69% | $139,725 | | Pablo Brizi | $183,750 | 69% | $126,788 |

  78. Total Payout (100%)

    Total Payout (100%)

  79. Total Payout (100%)

    | Name | Target Annual Cash Incentive Opportunity | Achievement Factor as a Percent of Target Award | 2024 Amount Earned under Annual Cash Incentive Program | | Mark D. Wang | $2,100,000 | 64% | $1,346,100 | | Daniel J. Mathewes | $1,018,750(1) | 64% | $653,019 | | Gordon S. Gurnik | $837,500 | 64% | $536,838 | | Charles R. Corbin | $675,000 | 64% | $432,675 | | Pablo Brizi | $612,500 | 64% | $392,613 |

  80. Total Payout (100%)

    | (1) Reflects proration of Mr. Mathewes’ target STI opportunity prior to and after promotion (125% and 150%, respectively). |

  81. Total Payout (100%)

    | (2) Mr. Brizi’s separation from the Company is effective April 1, 2025; accordingly, he is entitled to receive his full annual cash incentive award for 2024. |

  82. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Long-Term Incentive Compensation Program for 2024. Long-term incentive compensation for 2024 was awarded under our stockholder-approved 2023 Omnibus Incentive Plan (the “2023 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 aligns their interests with our performance and, accordingly, our stockholders’ interests. Under the 2023 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. As discussed above under “Key 2024 Compensation Committee Actions”, the Compensation Committee increased the annual LTI target opportunities as a percentage of base salary for 2024 for Mr. Mathewes, which increased from 250% to 300% in connection with his promotion, and Messrs. Corbin and Brizi, which increased from 200% to 250% to more closely align with market pay levels of similarly-situated executive officers among our peer group companies. 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% 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.

  83. Long-Term Incentive Compensation

    | Hilton Grand Vacations | 40 | 2025 PROXY STATEMENT |

  84. Long-Term Incentive Compensation

    In 2024, the Compensation Committee granted long-term incentive awards to our NEOs based on the mix and weighting set forth in the chart below.

  85. Long-Term Incentive Compensation

    | Award Type | Weighting | Vesting | Value Tied To | | 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(1) | 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%) |

  86. Long-Term Incentive Compensation

    | (1) Performance RSUs have the following levels of achievement and final award opportunities: |

  87. Long-Term Incentive Compensation

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

  88. Long-Term Incentive Compensation

    Based on the foregoing, the Compensation Committee approved the following LTI awards for the NEOs in 2024:

  89. Long-Term Incentive Compensation

    | | LTI Value ($) | Stock Options (#)(1) | RSUs (#)(1) | Performance RSUs (#)(2) | | Mark D. Wang | $6,000,000 | 66,489 | 54,151 | 47,382 | | Daniel J. Mathewes(3) | $2,175,000 | 23,755 | 24,214 | 12,107 | | Gordon S. Gurnik | $1,675,000 | 18,561 | 18,896 | 9,448 | | Charles R. Corbin | $1,350,000 | 14,960 | 15,230 | 7,615 | | Pablo Brizi | $1,225,000 | 13,574 | 13,819 | 6,909 |

  90. 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 2023 Incentive Plan and applicable award agreement. |

  91. 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, 2024 and ending December 31, 2026, subject to the executive’s continued employment with the Company with certain exceptions as provided in the 2023 Incentive Plan and applicable award agreement. |

  92. Long-Term Incentive Compensation

    | (3) As described above, in connection with Mr. Mathewes’ promotion, the Compensation Committee increased his target LTI value. Accordingly, on April 1, 2024, the Compensation Committee granted to Mr. Mathewes an additional LTI grant with a grant date fair value of $550,000, to account for the difference between his new and previous LTI target value. Such additional LTI award was comprised of stock options (25%), RSUs (50%) and Performance RSUs (25%), consistent with Mr. Mathewes’ prior grant. |

  93. Long-Term Incentive Compensation

    2024 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 2024 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. The performance period commenced on January 1, 2024 and ends on December 31, 2026. Following the conclusion of the applicable performance period, the Compensation

  94. Long-Term Incentive Compensation

    | Hilton Grand Vacations | 41 | 2025 PROXY STATEMENT |

  95. Long-Term Incentive 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. Bluegreen Transaction Incentive Awards. As discussed above under “Key 2024 Compensation Committee Actions”, in March 2024, the Compensation Committee approved the Bluegreen Transaction Incentive Awards consisting of Performance RSUs (the “Bluegreen Performance RSUs”) and performance-based cash awards (the “Bluegreen Performance Cash Awards”) for our NEOs. The Bluegreen Performance RSUs and the Bluegreen Performance Cash Awards comprise 60% and 40%, respectively, of the Bluegreen Transaction Incentive Awards, as follows. With respect to the Bluegreen Performance Cash Awards, fifty percent (50%) such award vested and was paid on September 30, 2024 as described in more detail below.

  96. Long-Term Incentive Compensation

    | | Bluegreen Transaction Incentive Award Value ($) | Bluegreen Performance RSUs (#)(1) | Bluegreen Performance Cash Awards ($)(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 |

  97. Long-Term Incentive Compensation

    | (1) Cliff vests 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 NEO’s continued employment with the Company with certain exceptions as provided in the 2023 Incentive Plan and applicable award agreement. |

  98. Long-Term Incentive Compensation

    | (2) Vests and is payable in two equal tranches based on the level of achievement of pre-established performance goals relating to run rate cost savings as follows: (a) fifty percent (50%) following a nine-month performance period commencing on January 17, 2024 and ended on September 30, 2024; and (b) fifty percent (50%) following an 18-month performance period commencing on January 17, 2024 and ending on June 30, 2025, in each case only if rate cost savings goals are achieved by the end date of each applicable performance period. As noted earlier, fifty percent (50%) of the Bluegreen Performance Cash Award vested and was paid on September 30, 2024. The foregoing vesting and payment of the Bluegreen Performance Cash Award is subject to the NEO’s continued employment with the Company at the applicable vesting date with certain exceptions as provided in the 2023 Incentive Plan and applicable award agreement. |

  99. Long-Term Incentive Compensation

    Payment of First Tranche of Bluegreen Performance Cash Awards. As noted above, fifty percent (50%) of the Bluegreen Performance Cash Award vested and was paid on September 30, 2024 as the applicable performance period run rate cost savings goals were achieved (the “First Tranche of the Bluegreen Performance Cash Award”). The Compensation Committee determined that the run rate cost savings goal was achieved and, accordingly, approved the payment of the First Tranche of the Bluegreen Performance Cash Award, as contemplated by the applicable award agreement, in the following amounts: Mr. Wang, $1,500,000; Mr. Mathewes, $800,000; Mr. Gurnik, $800,000; Mr. Corbin, $1,000,000; and Mr. Brizi, $700,000. Ongoing Performance Periods. Pursuant to our LTI program, the following performance-based awards are eligible to vest over the next several years:

  100. Long-Term Incentive Compensation

    | • | Performance RSUs granted in 2023 and 2024, which are eligible to 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 that commenced on January 1, 2023 and January 1, 2024, respectively, and ends on December 31, 2025 and December 31, 2026, respectively; and |

  101. Long-Term Incentive Compensation

    | • | Bluegreen Transaction Incentive Awards, which vest as described above. |

  102. Long-Term Incentive Compensation

    Other than the performance period with respect to the First Tranche of the Bluegreen Performance Cash Awards, as described above, no performance period concluded and, therefore no Performance RSUs were settled, in or for 2024.

  103. Long-Term Incentive Compensation

    | Hilton Grand Vacations | 42 | 2025 PROXY STATEMENT |

  104. Key Executive Compensation Policies, Risk Considerations and Benefits

    As of December 31, 2024, each of our NEOs satisfied the 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 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, as amended. 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

  105. Key Executive Compensation Policies, Risk Considerations and Benefits

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

  106. Key Executive Compensation Policies, Risk Considerations and Benefits

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

  107. Key Executive Compensation Policies, Risk Considerations and Benefits

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

  108. 2025 EXECUTIVE COMPENSATION HIGHLIGHTS

    2025 EXECUTIVE COMPENSATION HIGHLIGHTS In March 2025, the Compensation Committee approved the Company’s LTI program for 2025, which is comprised of RSUs (weighted 60% for Mr. Wang and 50% for other NEOs) and Performance RSUs (weighted 40% for Mr. Wang and 50% for other NEOs). Stock options are not a component of the 2025 LTI program. The vesting terms remain the same as for the 2024 LTI awards: RSUs ratably vest over three years in equal annual installments and Performance RSUs cliff vest based on the level of achievement of goals related to Economic Adjusted EBITDA (50%) and Contract Sales (50%) following a 3-year performance period commencing January 1, 2025 and ending December 31, 2027, subject in each case to the applicable NEO’s continued employment with the Company with certain exceptions as provided in the 2023 Incentive Plan and applicable award agreement. In March 2025, the Compensation Committee also approved (i) an increase to Mr. Wang’s base salary to $1,350,000, (ii) an increase to Mr. Corbin’s base salary to $625,000, and (iii) each of the NEO’s targets for short-term annual cash-based bonus and long-term equity-based award opportunities. Each of the approved short-term annual cash-based bonus and long-term equity-based award opportunities are within the ranges previously approved by the Compensation Committee as part of the Hilton Grand Vacations Inc. Incentive Program.

  109. 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.

  110. 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 Chief Executive Officer | 2024 | $1,198,077 | $6,749,936 | $2,946,792 | $2,846,100 | $286,346 | $14,027,251 | | | 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 | | Daniel J. Mathewes President and Chief Financial Officer | 2024 | $704,808 | $2,831,151 | $935,562 | $1,453,019 | $25,613 | $5,950,153 | | | 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 | | Gordon S. Gurnik Senior Executive Vice President and Chief Operating Officer | 2024 | $669,615 | $2,456,170 | $822,624 | $1,336,838 | $40,003 | $5,325,250 | | | 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 | | Charles R. Corbin Senior Executive Vice President, Chief Legal Officer, General Counsel & Corporate Operations, and Secretary | 2024 | $539,712 | $2,512,456 | $663,027 | $1,432,675 | $28,646 | $5,176,516 | | | 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 | | Pablo Brizi Former Executive Vice President Chief Human Resources Officer & Corporate Affairs | 2024 | $489,711 | $1,968,650 | $601,600 | $1,092,613 | $56,409 | $4,208,983 | | | 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 |

  111. 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. |

  112. 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, including the Bluegreen 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: |

  113. SUMMARY COMPENSATION TABLE

    | Name | 2024 | 2023 | 2022 | | Mark D. Wang | $8,699,927 | $3,850,000 | $3,657,500 | | Daniel J. Mathewes | $3,487,386 | $812,500 | $926,250 | | Gordon S. Gurnik | $3,237,399 | $812,500 | $975,000 | | Charles R. Corbin | $3,674,926 | $525,000 | $656,250 | | Pablo Brizi | $2,712,384 | $475,000 | $540,000 |

  114. SUMMARY COMPENSATION TABLE

    | (3) Reflects (i) actual amounts paid under our annual cash incentive program, as follows: Mr. Wang, $1,346,100; Mr. Mathewes, $653,019; Mr. Gurnik, $536,838; Mr. Corbin, $432,675; and Mr. Brizi, $392,613; and (ii) the First Tranche of the Bluegreen Performance Cash Awards, as follows: Mr. Wang, $1,500,000; Mr. Mathewes, $800,000; Mr. Gurnik, $800,000; Mr. Corbin, $1,000,000; and Mr. Brizi, $700,000. |

  115. SUMMARY COMPENSATION TABLE

    | Hilton Grand Vacations | 47 | 2025 PROXY STATEMENT |

  116. SUMMARY COMPENSATION TABLE

    | (4) All Other Compensation for 2024 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. |

  117. 2024 GRANTS OF PLAN-BASED AWARDS

    2024 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, 2024. All equity awards were granted under the 2023 Incentive Plan.

  118. 2024 GRANTS OF PLAN-BASED AWARDS

    | | | | Estimate Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimate Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock of Units (#) | All Other Stock Awards: Number of Securities Underlying Option (#) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards(7) | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Mark D. Wang | Annual Cash Incentive(1) | — | $315,000 | $2,100,000 | $4,200,000 | — | — | — | — | — | — | — | | | Service RSUs(2) | 3/5/2024 | — | — | — | — | — | — | 54,151 | — | — | $2,399,972 | | | Stock Options(3) | 3/5/2024 | — | — | — | — | — | — | — | 66,489 | $44.32 | $1,499,992 | | | Performance RSUs(4) | 3/5/2024 | — | — | — | 23,691 | 47,382 | 94,764 | — | — | — | $2,099,970 | | | Bluegreen Performance RSUs(5) | 3/5/2024 | | | | 25,383 | 50,767 | 101,534 | — | — | — | $2,249,993 | | | Bluegreen Performance Cash Award(6) | 3/5/2024 | $750,000 | $1,500,000 | $3,000,000 | — | — | — | — | — | — | | | Daniel J. Mathewes | Annual Cash Incentive(1) | — | $152,813 | $1,018,750 | $2,037,500 | — | — | — | — | — | — | — | | | Service RSUs(2) | 3/5/2024 | — | — | — | — | — | — | 18,332 | — | — | $812,474 | | | Service RSUs | 4/1/2024 | — | — | — | — | — | — | 5,882 | — | — | $274,984 | | | Stock Options(3) | 3/5/2024 | — | — | — | — | — | — | — | 18,007 | $44.32 | $406,238 | | | Stock Options | 4/1/2024 | — | — | — | — | — | — | — | 2,941 | $46.75 | $70,349 | | | Performance RSUs(4) | 3/5/2024 | — | — | — | 4,583 | 9,166 | 18,332 | — | — | — | $406,237 | | | Performance RSUs | 4/1/2024 | — | — | — | 1,470 | 2,941 | 5,882 | — | — | — | $137,492 | | | Bluegreen Performance RSUs(5) | 3/5/2024 | | | | 13,537 | 27,075 | 54,150 | — | — | — | $1,199,964 | | | Bluegreen Performance Cash Award(6) | 3/5/2024 | $400,000 | $800,000 | $1,600,000 | | | | — | — | — | | | Gordon S. Gurnik | Annual Cash Incentive(1) | — | $125,625 | $837,500 | $1,675,000 | — | — | — | — | — | — | — | | | Service RSUs(2) | 3/5/2024 | — | — | — | — | — | — | 18,896 | — | — | $837,471 | | | Stock Options(3) | 3/5/2024 | — | — | — | — | — | — | — | 18,561 | $44.32 | $418,736 | | | Performance RSUs(4) | 3/5/2024 | — | — | — | 4,724 | 9,448 | 18,896 | — | — | — | $418,735 | | | Bluegreen Performance RSUs(5) | 3/5/2024 | — | — | — | 13,537 | 27,075 | 54,150 | — | — | — | $1,199,964 | | | Bluegreen Performance Cash Award(6) | 3/5/2024 | $400,000 | $800,000 | $1,600,000 | — | — | — | — | — | — | — | | Charles R. Corbin | Annual Cash Incentive(1) | — | $101,250 | $675,000 | $1,350,000 | — | — | — | — | — | — | — | | | Service RSUs(2) | 3/5/2024 | — | — | — | — | — | — | 15,230 | — | — | $674,994 | | | Stock Options(3) | 3/5/2024 | — | — | — | — | — | — | — | 14,960 | $44.32 | $337,498 | | | Performance RSUs(4) | 3/5/2024 | — | — | — | 3,807 | 7,615 | 15,230 | — | — | — | $337,497 | | | Bluegreen Performance RSUs(5) | 3/5/2024 | — | — | — | 16,922 | 33,844 | 67,688 | — | — | — | $1,499,966 | | | Bluegreen Performance Cash Award(6) | 3/5/2024 | $500,000 | $1,000,000 | $2,000,000 | — | — | — | — | — | — | — | | Pablo Brizi | Annual Cash Incentive(1) | — | $91,875 | $612,500 | $1,225,000 | — | — | — | — | — | — | — | | | Service RSUs(2) | 3/5/2024 | — | — | — | — | — | — | 13,819 | — | — | $612,458 | | | Stock Options(3) | 3/5/2024 | — | — | — | — | — | — | — | 13,574 | $44.32 | $306,229 | | | Performance RSUs(4) | 3/5/2024 | — | — | — | 3,454 | 6,909 | 13,818 | — | — | — | $306,207 | | | Bluegreen Performance RSUs(5) | 3/5/2024 | — | — | — | 11,845 | 23,691 | 47,382 | — | — | — | $1,049,985 | | | Bluegreen Performance Cash Award(6) | 3/5/2024 | $350,000 | $700,000 | $1,400,000 | — | — | — | — | — | — | — |

  119. 2024 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. |

  120. 2024 GRANTS OF PLAN-BASED AWARDS

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

  121. 2024 GRANTS OF PLAN-BASED AWARDS

    | (3) 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. |

  122. 2024 GRANTS OF PLAN-BASED AWARDS

    | (4) As described in further detail under “Compensation Discussion and Analysis-2024 Executive Compensation Design and Decisions-Long-Term Incentive Compensation”, the Performance RSUs granted in 2024 have a 3-year performance period ending December 31, 2026 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. |

  123. 2024 GRANTS OF PLAN-BASED AWARDS

    | Hilton Grand Vacations | 49 | 2025 PROXY STATEMENT |

  124. 2024 GRANTS OF PLAN-BASED AWARDS

    | (5) As described in further detail under “Compensation Discussion and Analysis-2024 Executive Compensation Design and Decisions-Long-Term Incentive Compensation”, Bluegreen Performance RSUs have a 2-year performance period ending on December 31, 2025, and vest, as to 50% of the awards, based on run rate cost savings and, as to 50% of the awards, based on Adjusted EBITDA. Threshold assumes that 50% of the total Bluegreen Performance RSUs awarded vest, and maximum assumes that 200% of the total Bluegreen Performance RSUs awarded vest. |

  125. 2024 GRANTS OF PLAN-BASED AWARDS

    | (6) As described in further detail under “Compensation Discussion and Analysis-2024 Executive Compensation Design and Decisions-Long-Term Incentive Compensation”, Bluegreen Performance Cash Awards wests and are payable in two equal tranches based on the level of achievement of pre-established performance goals relating to run rate cost savings as follows: (a) fifty percent (50%) following a nine-month performance period commencing on January 17, 2024 and ended on September 30, 2024; and (b) fifty percent (50%) following an 18-month performance period commencing on January 17, 2024 and ending on June 30, 2025, in each case only if rate cost savings goals are achieved by the end date of each applicable performance period. 50% of the Bluegreen Performance Cash Award vested and was paid on September 30, 2024 upon achievement of the applicable run rate cost savings goals as of such date. |

  126. 2024 GRANTS OF PLAN-BASED AWARDS

    | (7) 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 $44.45, 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. |

  127. 2024 GRANTS OF PLAN-BASED AWARDS

    | Hilton Grand Vacations | 50 | 2025 PROXY STATEMENT |

  128. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END The following table sets forth information regarding outstanding equity awards held by our NEOs as of December 31, 2024.

  129. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable(1)(2) ($) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(2)(3) (#) | Market Value of Shares or Units of Stock That Have Not Vested(4) (#) | 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(4) ($) | | Mark D. Wang | | | | | | — | — | — | — | | | 2/18/2016 | 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 | 142,857 | | $38.22 | 3/22/2031 | | | — | — | | | 3/7/2022 | 39,332 | 19,667 | $44.09 | 3/7/2032 | 15,802 | $615,488 | | | | | 3/7/2023 | 18,495 | 36,993 | $49.14 | 3/7/2033 | 29,847 | $1,162,541 | 39,173(5) | $1,525,788 | | | 3/5/2024 | | 66,489 | $44.32 | 3/5/34 | 54,151(5) | $2,109,181 | 47,382 | $1,845,529 | | | 3/5/2024 | — | | | | | | 50,767 | $1,977,375 | | 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 | 41,353 | | $38.22 | 3/22/2031 | | | — | — | | | 3/7/2022 | 13,945 | 6,973 | $44.09 | 3/7/2032 | 7,003 | $272,767 | | | | | 3/7/2023 | 5,464 | 10,930 | $49.14 | 3/7/2033 | 11,023 | $429,346 | 8,267(5) | $332,000 | | | 3/5/2024 | | 18,007 | $44.32 | 3/5/2034 | 18,332 | $714,031 | 9,166(5) | $357,016 | | | 3/5/2024 | | | | | | | 27,075(6) | $1,054,571 | | | 4/1/2024 | — | 2,941 | $46.75 | 4/1/2034 | 5,882 | $229,104 | 2,941 | $114,552 | | 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 | 33,881 | | $38.22 | 3/22/2031 | | | — | — | | | 3/7/2022 | 14,678 | 7,340 | $44.09 | 3/7/2032 | 7,372 | $287,139 | | | | | 3/7/2023 | 5,464 | 10,930 | $49,14 | 3/7/2032 | 11,023 | $429,346 | 8,267(5) | $332,000 | | | 3/5/2024 | | 18,561 | $44.32 | 3/5/2034 | 18,896 | $735,999 | 9,448(5) | $368,000 | | | 3/5/2024 | — | | | | | | 27,075(6) | $1,054,571 | | Charles R. Corbin | 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 | 31,408 | | $38.22 | 3/22/2031 | | | — | — | | | 3/7/2022 | 9,879 | 4,941 | $44.09 | 3/7/2032 | 4,962 | $193,270 | | | | | 3/7/2023 | 3,530 | 7,063 | $49.14 | 3/7/2033 | 7,123 | $277,441 | 5,341(5) | $208,032 | | | 3/5/2024 | | 14,960 | $44.32 | 3/5/2034 | 15,230 | $593,209 | 7,615(5) | $296,604 | | | 3/5/2024 | | | | | | | 33,844(6) | $1,318,224 | | Pablo Brizi | 3/22/2021 | 22,556 | | $38.22 | 3/22/2031 | | | — | — | | | 3/7/2022 | 8,129 | 4,066 | $44.09 | 3/7/2032 | 4,083 | $159,033 | | | | | 3/7/2023 | 3,194 | 6,390 | $49.14 | 3/7/2033 | 6,445 | $251,033 | 4,833(5) | $188,245 | | | 3/5/2024 | | 13,574 | $44,32 | 3/5/2034 | 13,819 | $538,250 | 6,909(5) | $269,106 | | | 3/5/2024 | | | | | | | 23,691(6) | $922,764 |

  130. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | (1) Stock options vest in three equal annual installments beginning on the first anniversary of the grant date. |

  131. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | (2) For additional information on vesting upon specified termination events or a change in control, see “Potential Payments Upon Termination or Change in Control.” |

  132. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | (3) The 2022, 2023 and 2024 Service RSUs vest in three equal annual installments beginning on the first anniversary of the grant date. |

  133. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | (4) Amounts reported are based on the closing price of HGV’s common stock on the NYSE on December 31, 2024 ($38.95). |

  134. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | Hilton Grand Vacations | 51 | 2025 PROXY STATEMENT |

  135. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | (5) Performance RSUs granted in 2023 and 2024 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 commencing on January 1, 2023 and January 1, 2024, respectively, and ending on December 31, 2025 and December 31, 2026, respectively. In the table above, the number and market value of the 2023 and 2024 Performance RSUs reported reflect an assumed level of achievement of target performance goals based on the Company’s performance as of December 31, 2024. The actual number of Performance RSUs that will be earned is not yet determinable. |

  136. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | (6) Bluegreen Performance RSUs vest according to the level of achievement of targets related to run rate cost savings and Adjusted EBITDA following a 2-year performance period commencing on January 17, 2024 and ending on December 31, 2025. In the table above, the number and market value of the Bluegreen Performance RSUs reported reflect an assumed level of achievement of target performance goals based on the Company’s performance as of December 31, 2024. The actual number of Bluegreen Performance RSUs that will be earned is not yet determinable. |

  137. 2024 OPTION EXERCISES AND STOCK VESTED

    2024 OPTION EXERCISES AND STOCK VESTED The following table provides information regarding awards that were exercised or that vested during 2024.

  138. 2024 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 | 46,388 | $900,892 | 249,095 | $11,178,401 | | Daniel J. Mathewes | — | — | 107,168 | $4,803,937 | | Gordon S. Gurnik | — | — | 106,648 | $4,778,854 | | Charles R. Corbin | 38,557 | $703,928 | 96,180 | $4,309,294 | | Pablo Brizi | — | — | 70,599 | $3,163,264 |

  139. 2024 OPTION EXERCISES AND STOCK VESTED

    | (1) Includes shares received from the vesting of Service RSUs and the payout of Performance RSUs that were granted in connection with the completion of our acquisition of Diamond Resorts International Inc. in August 2021 (the “Diamond Acquisition” and the “Diamond Acquisition Incentive Awards”). The Diamond Acquisition Incentive Awards were settled in 2024. We disclosed the payout of the Diamond Acquisition Awards in our Proxy Statement for our 2023 annual meeting of shareholders. |

  140. 2024 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. |

  141. 2024 OPTION EXERCISES AND STOCK VESTED

    | Hilton Grand Vacations | 52 | 2025 PROXY STATEMENT |

  142. 2024 NONQUALIFIED DEFERRED COMPENSATION

    2024 NONQUALIFIED DEFERRED COMPENSATION During 2024, we offered to our executives, including all of the NEOs, the opportunity to participate in our Executive Deferred Compensation Plan (the “EDCP”). The table below provides information as of December 31, 2024 for those NEOs who participated in the EDCP.

  143. 2024 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 | $159,269 | — | $32,960 | — | $504,885 | | Prior EDCP | — | — | $98,961 | — | $1,106,173 | | Daniel J. Mathewes | $58,433 | — | $29,799 | — | $211,442 | | Gordon S. Gurnik | — | — | — | — | — | | Charles R. Corbin | — | — | — | — | — | | Pablo Brizi | — | — | — | — | — |

  144. 2024 NONQUALIFIED DEFERRED COMPENSATION

    | (1) The amount in this column is included in the “Salary” column for 2024 in the Summary Compensation Table. |

  145. 2024 NONQUALIFIED DEFERRED COMPENSATION

    | (2) Amounts in this column are not reported as compensation for fiscal year 2024 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 2024 ranged from 1.25% to 34.17%. |

  146. 2024 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. |

  147. 2024 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.

  148. 2024 NONQUALIFIED DEFERRED COMPENSATION

    | Hilton Grand Vacations | 53 | 2025 PROXY STATEMENT |

  149. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

  150. 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 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 2024, 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, 2024 in the amount of $54,556.16, 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 2024 Summary Compensation Table included in this Proxy Statement. Based on this information, for 2024, our CEO’s annual total compensation was 257 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.

  151. PAY RATIO DISCLOSURE

    | • | We determined that, as of October 1, 2022, our employee population consisted of approximately 14,637 individuals on a consolidated basis. 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. |

  152. 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. |

  153. 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. |

  154. 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. |

  155. PAY RATIO DISCLOSURE

    | Hilton Grand Vacations | 59 | 2025 PROXY STATEMENT |

  156. 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. |

  157. 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. |

  158. PAY RATIO DISCLOSURE

    | Hilton Grand Vacations | 60 | 2025 PROXY STATEMENT |

  159. 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 – 2024 Executive Compensation and Decisions.”

  160. 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(4) TSR (g) | | | | 2024 | $14,027,251 | $11,395,663 | $5,165,225 | $4,488,214 | $96.94 | $116.79 | $60M | $1,112M | | 2023 | $9,794,601 | $6,730,057 | $2,788,345 | $2,021,738 | $104.26 | $136.09 | $313 M | $1,026M | | 2022 | $10,608,845 | $7,231,251 | $3,713,962 | $3,209,375 | $73.96 | $79.94 | $352 M | $1,049M | | 2021 | $17,455,265 | $24,438,040 | $5,320,316 | $7,288,365 | $166.22 | $111.49 | $176 M | $640M | | 2020 | $6,956,774 | $2,576,295 | $2,103,890 | $1,526,890 | $91.16 | $101.75 | $(201)M | $106M |

  161. PAY VERSUS PERFORMANCE DISCLOSURE

    | (1) The principal executive officer (the “PEO”) for each of 2024, 2023, 2022, 2021 and 2020 is Mr. Wang. |

  162. PAY VERSUS PERFORMANCE DISCLOSURE

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

  163. PAY VERSUS PERFORMANCE DISCLOSURE

    | 2022, 2023 and 2024: | 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 and Mr. DeLorenzo separated from the Company effective March 1st, 2024. | | 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. |

  164. 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: |

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

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

  166. Apollo Designee Director Compensation

    Apollo Designee Director Compensation As discussed in the director compensation table under the heading “Director Compensation for 2024” in this Proxy Statement, the annual non-employee director cash, and equity compensation that Mr. Sambur and Ms. Cahill, as well as Mr. van Hoek until his resignation from the Board, 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 and such payments were technically made to an affiliate of the Apollo Investors, such arrangement is disclosed herein. For 2024, we paid an aggregate of

  167. Apollo Designee Director Compensation

    | Hilton Grand Vacations | 71 | 2025 PROXY STATEMENT |

  168. Apollo Designee Director Compensation

    $545,000 to Apollo Management Holdings LP, an affiliate of Apollo, representing director compensation for services by Messrs. Sambur and van Hoek and Ms. Cahill 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 and Ms. Cahill’s services as directors on our Board.

  169. Economic Adjusted EBITDA

    Economic Adjusted EBITDA Economic Adjusted EBITDA is defined as Adjusted EBITDA, as further adjusted for net recognitions and deferrals of revenues and related direct expenses from the sales of VOls under construction. For the year ended December 31, 2024, Economic Adjusted EBITDA also includes Adjusted EBITDA for Bluegreen from January 1, 2024 to January 17, 2024 (the period prior to the closing date of our acquisition of Bluegreen. Under Accounting Standards Codification Topic 606 (“ASC 606”), HGV defers revenues and related expenses pertaining to sales at projects that occur during periods when that project is under construction until the period when construction is completed. We refer to this below as “Net Construction Deferral Activity”. Adjusted EBITDA is calculated as EBITDA, as further adjusted to exclude certain items, including, but not limited to, gains, losses and expenses in connection with: (i) other gains, including asset dispositions and foreign currency transactions; (ii) debt restructurings/retirements; (iii) non-cash impairment losses; (iv) share-based and other compensation expenses; and (v) other items, including but not limited to costs associated with acquisitions, restructuring, amortization of premiums and discounts resulting from purchase accounting, and other non-cash and one-time charges. EBITDA reflects net income (loss), before interest expense (excluding non-recourse debt), a provision for income taxes and depreciation and amortization. HGV believes that EBITDA, Adjusted EBITDA and Economic Adjusted EBITDA (which we also sometimes refer to as Adjusted EBITDA, as affected by, or adjusted for, net deferral or “Net Construction Deferral Activity”) provide useful information to investors about us and our financial condition and results of operations for the following reasons: (i) EBITDA, Adjusted EBITDA and Economic Adjusted EBITDA are among the measures used by our management team to evaluate our operating performance and make day-to-day operating decisions; and (ii) EBITDA, Adjusted EBITDA and Economic Adjusted EBITDA are frequently used by securities analysts, investors and other interested parties as a common performance measure to compare results or estimate valuations across companies in our industry. EBITDA, Adjusted EBITDA and Economic Adjusted EBITDA have limitations as analytical tools and should not be considered either in isolation or as a substitute for net income (loss), cash flow or other methods of analyzing our results as reported under U.S. GAAP. Some of these limitations are that EBITDA, Adjusted EBITDA and/or Economic Adjusted EBITDA:

  170. Economic Adjusted EBITDA

    | • | do not reflect changes in, or cash requirements for, our working capital needs; |

  171. Economic Adjusted EBITDA

    | • | do not reflect our interest expense (excluding interest expense on non-recourse debt), or the cash requirements necessary to service interest or principal payments on our indebtedness; |

  172. Economic Adjusted EBITDA

    | • | do not reflect our tax expense or the cash requirements to pay our taxes; |

  173. Economic Adjusted EBITDA

    | • | do not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments; |

  174. Economic Adjusted EBITDA

    | • | do not reflect the effect on earnings or changes resulting from matters that we consider not to be indicative of our future operations; |

  175. Economic Adjusted EBITDA

    | • | do not reflect any cash requirements for future replacements of assets that are being depreciated and amortized; and |

  176. Economic Adjusted EBITDA

    | Hilton Grand Vacations | A-1 | 2025 PROXY STATEMENT |

  177. Economic Adjusted EBITDA

    | • | may be calculated differently from other companies in our industry limiting their usefulness as comparative measures. |

  178. Economic Adjusted EBITDA

    Because of these limitations, EBITDA, Adjusted EBITDA and Economic Adjusted EBITDA should not be considered as discretionary cash available to us to reinvest in the growth of our business or as measures of cash that will be available to us to meet our obligations.