DEF 14A of Wyndham Hotels & Resorts, Inc., Mar 14, 2024

DEF 14A of Wyndham Hotels & Resorts, Inc.

Filed Mar 14, 2024 · FY20230001213900-24-022349

Open on EDGAR

  1. Board’s Director Nominees (Proposal 1)

    Board’s Director Nominees (Proposal 1) The following table provides summary information about each of the Board’s Director nominees. We ask you to vote “FOR ALL” of your Board’s eight Director nominees using the enclosed proxy card.

  2. Board’s Director Nominees (Proposal 1)

    | Nominee | Director Since | Principal Occupation | Committees | | Stephen P. Homes (Chair) | 2018 | Non-Executive Chair of the Board of Wyndham Hotels & Resorts | Executive (Chair) | | Geoffrey A. Ballotti | 2018 | President and Chief Executive Officer of Wyndham Hotels & Resorts (our “CEO”) | Executive | | Myra J. Biblowit | 2018 | President Emeritus of The Breast Cancer Research Foundation | Compensation Governance (Chair) | | James E. Buckman (Lead Director) | 2018 | Former Vice Chairman of York Capital Management | Audit Compensation Executive | | Bruce B. Churchill | 2018 | Former President of DIRECTV Latin America LLC | Audit Compensation (Chair) | | Mukul V. Deoras | 2018 | President, Asia Pacific Division of Colgate-Palmolive Company & Chairman of Colgate-Palmolive (India) Ltd. | Audit Governance | | Ronald L. Nelson | 2019 | Former Chairman of Hanesbrands Inc. | Audit Governance | | Pauline D.E. Richards | 2018 | Former Chief Operating Officer of Trebuchet Group Holdings Limited | Audit (Chair) Governance |

  3. Compensation of Directors

    Compensation of Directors Non-management Directors receive compensation for Board service designed to compensate them for their Board responsibilities and align their interests with the interests of stockholders. A management Director receives no additional compensation for Board service. The following are certain highlights of our Director compensation program: • Heavy weighting on equity pay to align Director compensation with our stockholders’ long-term interests • Annual time-based restricted stock unit (“RSU”) grants subject to 4-year vesting • Opportunity to defer all cash and equity compensation in the form of deferred stock units (“DSUs”) under our deferred compensation plan which are not paid out until the Director’s retirement or other cessation of service from the Board • Limit on annual equity grants under our stockholder-approved equity incentive plan • No fees paid per meeting • No retirement benefits • Robust stock ownership guidelines Overview. Our Directors play a critical and active role in overseeing the management of our Company and guiding our strategic direction. Ongoing developments in corporate governance, executive compensation and financial reporting have resulted in increased demand for highly qualified and productive public company directors. The time commitment and the many responsibilities and risks of being a director of a public company of our size and profile require that we provide reasonable compensation that is competitive among our peers and commensurate with our Directors’ qualifications, responsibilities and workload. Our non-management Directors are compensated based on their specific Board responsibilities, including service as Board Chair, Lead Director, or chair or member of key Board committees. Our Board is made up of 8 members total, with 6 independent Directors. All of our independent Directors serve on more than one committee. Our Director compensation program is designed to reasonably compensate our non-management Directors for their significant responsibilities, expected time commitment and qualifications. Peer Review. In October 2022, the Rewards Solutions practice at Aon plc (“Aon”) was engaged to conduct an independent review of our non-management Director compensation program. For this review, Aon used the peer group described below in the Compensation Discussion and Analysis under “Compensation Review and Benchmarking – Peer Review.” The following elements were examined as part of this review: annual board retainers in the form of cash and equity, retainers for chair and committee service, prevalence of program features such as non-executive chair and lead director pay, other compensation in the form of perquisites and benefits, and governance policies such as stock ownership guidelines and stock hedging/pledging. The Committee reviewed the peer group data prepared by our compensation consultant that presented annual retainer fees, average committee pay, and annual equity award value at the 25th, 50th, 75th and 90th percentiles and determined that the average total direct compensation of our Directors was aligned with the philosophy of targeting the top quartile of the peer group. Based on peer group data regarding our overall Director compensation program, it was determined that our program features are consistent with the structure of programs offered by our peers. However, in March 2023, in order to bring the value provided from the Company’s annual equity grant for non-management Directors into competitive alignment with our peer group, the Committee determined to increase the value of the annual RSU grant from $100,000 to $125,000 commencing in 2023. Previously, the value of the annual RSU grant was unchanged at $100,000 from the completion of our 2018 spin-off from Wyndham Worldwide until 2022. No other changes were made to our non-management Director compensation program for 2023. Annual Retainer Fees. The table below describes the 2023 annual retainer and committee chair and membership fees for non-management Directors. Our Directors do not receive additional fees for attending Board or committee meetings.

  4. Compensation of Directors

    | | Cash-Based | Stock-Based | Total | | Non-Executive Chair | $160,000 | $160,000 | $320,000 | | Lead Director | $132,500 | $132,500 | $265,000 | | Director | $105,000 | $105,000 | $210,000 | | Audit Committee chair | $22,500 | $22,500 | $45,000 | | Audit Committee member | $12,500 | $12,500 | $25,000 | | Compensation Committee chair | $17,500 | $17,500 | $35,000 | | Compensation Committee member | $10,000 | $10,000 | $20,000 | | Corporate Governance Committee chair | $15,000 | $15,000 | $30,000 | | Corporate Governance Committee member | $8,750 | $8,750 | $17,500 | | Executive Committee member | $10,000 | $10,000 | $20,000 |

  5. Compensation of Directors

    The annual Director retainer and committee chair and membership fees are paid on a quarterly basis, 50% in cash and 50% in Wyndham Hotels stock. The requirement for Directors to receive at least 50% of their fees in our equity further aligns their interests with those of our stockholders. The number of shares of stock issued is based on our stock price on the quarterly determination date. Directors may elect to receive the stock-based portion of their fees in the form of common stock or DSUs. A DSU entitles the Director to receive one share of common stock following the Director’s retirement or termination of service from the Board for any reason and is credited with dividend equivalents during the deferral period in the form of additional DSUs. The Director may not sell or receive value from any DSU prior to termination of service. Directors may also elect to defer any cash-based compensation or vested RSUs in the form of DSUs under our Non-Employee Director Deferred Compensation Plan. Annual Equity Grant. In March 2023, each non-management Director of Wyndham Hotels was awarded a grant of time-vesting RSUs with a value of $125,000, which vests in equal annual increments over a four-year period. RSUs are credited with dividend equivalents subject to the same vesting restrictions as the underlying units. Benefits and Other Compensation. Consistent with the Company’s commitment to philanthropic giving, we provide up to a three-for-one Company match of a non-management Director’s qualifying charitable contributions. We match each Director’s personal contribution up to a three-for-one basis on a maximum Company contribution of $75,000 per year, with such contributions paid by Wyndham Hotels directly to the charitable organization. This match program supports our core value of caring for our communities. We maintain a policy to provide our non-management Directors annually with 500,000 Wyndham Rewards Points. These Wyndham Rewards Points have an approximate value of $4,133 and may be redeemed for numerous rewards options including stays at Wyndham properties. This benefit provides our Directors with ongoing, first-hand exposure to our properties and operations, furthering their understanding and evaluation of our business. Directors are permitted to hold up to a maximum of 1,000,000 Wyndham Rewards Points under this policy and for this reason may be granted fewer than 500,000 points in a given year. Directors also receive an additional 30,000 points annually through their membership in the Wyndham Rewards program valued at $248. Letter Agreement with Mr. Holmes. In connection with his appointment as Non-Executive Chair of the Board in June 2018, we entered into a letter agreement with Mr. Holmes, which provides him with an annual retainer of $320,000 payable 50% in cash and 50% in our equity as described above, $18,750 per year for his costs incurred in connection with retaining an administrative assistant, $12,500 per year for the cost of his office space, and reimbursement for 50% of the cost of his annual health and wellness physical.

  6. 2023 Director Compensation Table

    2023 Director Compensation Table The following table describes compensation we paid our non-management Directors for 2023.

  7. 2023 Director Compensation Table

    | Name | Fees Paid in Cash $(b) | Stock Awards $(c) | All Other Compensation $(a)(d) | Total $(a) | | Myra J. Biblowit | 130,000 | 254,913 | 34,756 | 419,669 | | James E. Buckman | 165,000 | 290,079 | 79,381 | 534,460 | | Bruce B. Churchill | 135,000 | 259,972 | 77,998 | 472,970 | | Mukul V. Deoras | 126,250 | 251,248 | 4,381 | 381,879 | | Stephen P. Holmes | 170,000 | 294,989 | 41,131 | 506,120 | | Ronald L. Nelson | 126,250 | 251,239 | 79,381 | 456,870 | | Pauline D.E. Richards | 136,250 | 261,150 | 59,409 | 456,809 |

  8. 2023 Director Compensation Table

    | ________________ | | (a) SEC rules require the reporting of charitable matching contributions as compensation to Directors. The below supplemental table is provided to show “All Other Compensation” and “Total” Director compensation excluding charitable matching contributions and donations, which are paid directly to the charitable organization as part of our non-employee Director charitable match program. |

  9. 2023 Director Compensation Table

    2023 Director Compensation Excluding Charitable Contributions:

  10. 2023 Director Compensation Table

    | Name | Fees Paid in Cash ($) | Stock Awards ($) | All Other Compensation, Excluding Charitable Donations(i) ($) | Total, Excluding Charitable Donations(i) ($) | | Ms. Biblowit | 130,000 | 254,913 | 4,381 | 389,294 | | Mr. Buckman | 165,000 | 290,079 | 4,381 | 459,460 | | Mr. Churchill | 135,000 | 259,972 | 2,998 | 397,970 | | Mr. Deoras | 126,250 | 251,248 | 4,381 | 381,879 | | Mr. Holmes | 170,000 | 294,989 | 41,131 | 506,120 | | Mr. Nelson | 126,250 | 251,239 | 4,381 | 381,870 | | Ms. Richards | 136,250 | 261,150 | 9,009 | 406,409 |

  11. 2023 Director Compensation Table

    | (i) Excludes charitable matching donations which are paid by the Company directly to the selected 501(c)(3) organization under our three-for-one Company match program for our non-employee Directors. | | (b) Reflects the cash-based fees paid in 2023. | | (c) Represents the aggregate grant date fair value of stock awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Each non-management Director was granted a time-vesting RSU award with a grant date fair value of $124,994 on March 1, 2023 that vests ratably over four years. The remaining amount in each row represents the aggregate grant date fair value of common stock and/or DSU grants constituting the equity portion of each non-management Director’s quarterly retainer fees and includes fractional share values settled in 2023. Total shares of Wyndham common stock issuable for Wyndham Hotels unvested RSUs as of December 31, 2023 were as follows: Ms. Biblowit, 3,758; Mr. Buckman, 3,758; Mr. Churchill, 3,758; Mr. Deoras, 3,758; Mr. Holmes, 3,758; Mr. Nelson, 3,758; and Ms. Richards, 3,758. Total shares of Wyndham common stock issuable for Wyndham Hotels DSUs at December 31, 2023 were as follows: Ms. Biblowit, 86,237; Mr. Buckman, 81,168; Mr. Churchill, 19,950; Mr. Deoras, 15,202; Mr. Holmes, 13,459; Mr. Nelson, 10,662; and Ms. Richards, 56,369. | | (d) The amounts reported in the All Other Compensation column of the 2023 Director Compensation table include the following: The value of Wyndham Rewards Points granted to each Director was as follows: Ms. Biblowit, $4,381; Mr. Buckman, $4,381; Mr. Churchill, $2,998; Mr. Deoras, $4,381; Mr. Holmes, $4,381; Mr. Nelson, $4,381; and Ms. Richards, $4,381. The value of charitable matching contributions made by Wyndham Hotels were as follows: Ms. Biblowit, $30,375; Mr. Buckman, $75,000; Mr. Churchill, $75,000; Mr. Nelson, $75,000; and Ms. Richards, $50,400. For Ms. Richards, this amount also includes $4,628 in life insurance premiums paid by us under a legacy Wyndham Worldwide program. |

  12. 2023 Director Compensation Table

    | For Mr. Holmes, the amount reported in the All Other Compensation column of the 2023 Director Compensation table also includes $31,250 reflecting reimbursement for his office space and administrative support and $5,500 for an annual physical exam under the terms of his letter agreement. In accordance with SEC rules, the value of dividends paid to our Directors upon vesting of RSUs and credited as dividend equivalents with respect to outstanding DSUs is not reported above because dividends were factored into the grant date fair value of these awards. |

  13. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    PROPOSAL NO. 1: ELECTION OF DIRECTORS At the date of this Proxy Statement, the Board consists of eight members, six of whom are independent Directors under applicable listing standards and our corporate governance documents. At the Annual Meeting, all eight of the current Directors on the Board are to be nominated for re-election as Directors to serve terms expiring at the 2025 annual meeting, with each Director to serve until such Director’s successor is elected and qualified or until such Director’s earlier resignation, retirement, disqualification, death or removal. On the recommendation of the Corporate Governance Committee, the Board has nominated Stephen P. Holmes, Geoffrey A. Ballotti, Myra J. Biblowit, James E. Buckman, Bruce B. Churchill, Mukul V. Deoras, Ronald L. Nelson and Pauline D.E. Richards for election, each of whom is presently a Director, to serve until the 2025 annual meeting. Your Board’s eight recommended nominees are listed below with brief biographies. Each nominee has consented to serve if elected. If any of the Board’s nominees is unable to serve or for good cause will not serve, the persons named as proxies may vote for a substitute nominee recommended by the Board and, unless you indicate otherwise when voting on the proxy card, your shares will be voted in favor of the Board’s remaining nominees. In the alternative, the Board may instead reduce the number of Directors comprising the Board, as permitted by the By-Laws. If any substitute nominees are designated by the Board prior to the Annual Meeting, we will file an amended proxy statement that, as applicable, identifies the substitute nominees of the Board, discloses that such nominees have consented to being named in the revised proxy statement and to serve if elected, and includes certain biographical and other information about such nominees required by the rules of the SEC. At this time, we do not know of any reason why any nominee of the Board would be unable to serve as a Director.

  14. Nominees for Election to the Board

    Nominees for Election to the Board

  15. Nominees for Election to the Board

    | Stephen P. Holmes | Age: 67 | Non-Executive Chair | | | Director since: 2018 Board Committees ■ Executive (Chair) Key Skills ■ Franchising ■ Hospitality/Travel ■ International ■ Mergers & Acquisitions ■ Senior Executive and Operational Experience | Relevant Expertise ■ Visionary leader in the global hospitality and hotel franchising industries with over 30 years of experience and leadership in the field, including guiding Wyndham’s signature Count On Me! service culture and building Wyndham Hotels from the ground up into the largest and most diverse hotel franchisor, commencing with the acquisitions of the Ramada US and Howard Johnson brands in 1990 ■ Extensive M&A and capital allocation experience. Stephen has overseen and negotiated M&A and restructuring transactions for four decades, including the spin-off of Wyndham Hotels & Resorts from Wyndham Worldwide, the divestiture of Wyndham Worldwide’s European vacation rentals business and the acquisition of La Quinta. He also has a long track record of returning capital to shareholders through billions of dollars of dividends and repurchases ■ Significant financial knowledge and brand portfolio management expertise from managing and growing complex hospitality portfolios as well as vehicle rental, timeshare development, timeshare exchange and vacation rental businesses in various senior executive roles Career Highlights ■ Non-Executive Chair of Wyndham Hotels & Resorts (2018 – Present) ■ Chairman and Chief Executive Officer of Wyndham Worldwide (2006 – 2018) ■ Vice Chairman and director of Cendant Corporation and Chairman and Chief Executive Officer of Cendant’s Travel Content Division (1997 – 2006) ■ Vice Chairman of HFS Incorporated (1996 – 1997) ■ Executive Vice President, Treasurer and Chief Financial Officer of HFS (1990 – 1996) ■ Mr. Holmes began his career as a Certified Public Accountant with Deloitte before focusing on M&A and investments, first at Reliance Group Holdings and then at Blackstone Group Other Public Company Board Experience ■ Travel + Leisure Co. (formerly Wyndham Destinations & Wyndham Worldwide) (Chairman, 2006 – 2018; Non-Executive Chairman, 2018 – Present) ■ Cendant Corporation (1997 – 2006) ■ PHH Corporation (1997 – 2005) ■ Avis Europe PLC (1997 – 2004) ■ Avis Group Holdings (2000 – 2001) ■ Director of HFS Incorporated (1994 – 1997) Other ■ Bucknell University Trustee (including Vice Chair) (2007 – 2023) ■ World Travel and Tourism Council (former member) ■ Inducted to US Travel Association Hall of Leaders (2007) |

  16. Nominees for Election to the Board

    | Geoffrey A. Ballotti | Age: 62 | Director and Chief Executive Officer | | | Director since: 2018 Board Committees ■ Executive Key Skills ■ Franchising ■ Hospitality/Travel ■ International ■ Marketing/Media ■ Mergers & Acquisitions ■ Senior Executive & Operational Experience | Relevant Expertise ■ Deep hospitality and hotel franchising industry knowledge from over 35 years of leadership positions and operational experience in the global hospitality and travel industry ■ Extensive leadership and expertise in strategic planning for organic and inorganic growth from his decade as CEO guiding the strategic direction, operations, growth, diversification and performance of the business of Wyndham and Wyndham Hotel Group. Geoff has led Wyndham through transformational M&A transactions like the acquisition of La Quinta, tuck-in acquisitions of AmericInn and Vienna House and the launch of organic brands such as Trademark Collection, Wyndham Alltra, Registry Collection and Echo Suites ■ Significant international experience through leadership positions at Wyndham and Starwood as well as Wyndham’s initiatives to drive global growth with a thoughtful understanding for each geographic region and its market dynamics Career Highlights ■ President and Chief Executive Officer of Wyndham Hotels (2018 – Present) ■ President and Chief Executive Officer of Wyndham Hotel Group (2014 – 2018) ■ Chief Executive Officer of Wyndham Destinations Network (2008 – 2014) ■ President of the North America Division of Starwood Hotels and Resorts Worldwide (2003 – 2008) ■ Various leadership positions of increasing responsibility at Starwood including Executive Vice President Operations, Senior Vice President of Southern Europe and Managing Director, Ciga Spa, Italy Other Public Company Board Experience ■ The Steak N Shake Company (2007 – 2008) Other ■ Recipient of National Association of Black Hotel Owners, Operators & Developers (NABHOOD) Diversity Award (2023) ■ Recipient of 2nd Annual Arne Sorenson Award for great strides in the advancement of DE&I (2023) ■ US Executive Office of the President (Economic Revival Industry Group in White House) (2020 – 2021) ■ American Hotel and Lodging Association (Current Executive Committee Member and Former Chairman) ■ US Travel Association National Chairman (2017 – 2019) |

  17. Nominees for Election to the Board

    | Myra J. Biblowit | Age: 75 | Independent Director | | | Director since: 2018 Board Committees ■ Corporate Governance (Chair) ■ Compensation Key Skills ■ Corporate Social Responsibility and Sustainability ■ International ■ Marketing/Media ■ Special Events ■ Public Speaking ■ Organizational Culture and Compensation ■ Senior Executive and Operational Experience | Relevant Expertise ■ Strong leadership, marketing and capital-raising expertise from her career as a distinguished non-profit executive, Myra has led the Breast Cancer Research Foundation (BCRF) for more than 20 years, building it into the world’s largest private funder of breast cancer research. As President and CEO, she promoted BCRF’s mission globally, including its funding of over 275 scientists across 14 countries, and driving significant research progress while raising over $1.2 billion in funding. Myra has been recognized for leading one of the most financially efficient, transparent, and impactful U.S.-based nonprofits ■ Global perspective and significant boardroom experience from over 20 years as a public company director and leader of BCRF’s worldwide operations, which underpin her insights into our business as a global hotel franchising company. Myra’s unique global marketing background has also enabled her to be an open-minded and creative thinker who drives improved decision-making for our Board ■ Commitment to sound governance and community impact developed over 30 years at the helm of complex organizations, creating significant social impact for the betterment of society. These experiences inform her perspectives and actions as Chair of the Corporate Governance Committee which oversees ESG and DEI, including Wyndham’s focus on operating with integrity and in a manner that reflects well on our franchisees. She has directly supported our efforts to drive gender and racial diversity in hotel ownership through our signature Women Own the Room and Black Owners and Lodging Developers (BOLD) programs Career Highlights ■ President Emeritus of the Breast Cancer Research Foundation (2023 – Present) and President and CEO (2001 – 2023) ■ Vice Dean for External Affairs for NYU School of Medicine and Senior Vice President of Mount Sinai-NYU Health System (1997 – 2001) ■ Senior Vice President and Executive Director of the Capital Campaign for the American Museum of Natural History (1991 – 1997) Other Public Company Board Experience ■ Wyndham Worldwide (2006 – 2018) ■ Cendant Corporation (2000 – 2006) Other ■ Ellig Group, Strategic Advisor for Board Services and Advisory Board Member (2024 – Present) ■ Lauder Family Office, Consultant (2023 – Present) ■ New York Women’s Forum, Member (1989 – Present) ■ Extraordinary Women on Boards, Member (2022 – Present) ■ Historic House Trust of New York City Director (2004 – Present, including as a Founder and former Co-Chair) ■ Housewares Charity Foundation, Honorary Board Member (2009 – Present) ■ Kendra Scott Yellow for Pink National Council Member (2022 – Present) ■ Project Hope for Ovarian Cancer, Advisory Board Member (2022 – Present) ■ Institute for Advanced Clinical Trials for Children, Strategic Advisor (2023 – Present) ■ Literacy Inc. (LINC), Strategic Advisor (2023 – Present) ■ Guiding Eyes for the Blind, Capital Campaign Committee (2024 – Present) |

  18. Nominees for Election to the Board

    | James E. Buckman | Age: 79 | Lead Independent Director | | | Director since: 2018 Board Committees ■ Lead Director ■ Audit ■ Compensation ■ Executive Key Skills ■ Franchising ■ Hospitality/Travel ■ International ■ Mergers & Acquisitions ■ Organizational Culture and Compensation | Relevant Expertise ■ Invaluable strategic insights, hotel franchising and hospitality expertise and leadership capabilities rooted in his broad experience across senior roles at global companies in both finance and legal departments. Jim has been at the table for nearly every strategic decision since the inception of Wyndham Hotels and its predecessors and possesses a unique, intimate understanding of the business. He plays a critical role in facilitating robust debate in the boardroom as the Lead Independent Director ■ Deep understanding of risk management and governance honed from his experiences as the General Counsel at Cendant and York Capital Management. James’s legal acumen, coupled with his executive oversight, has contributed significantly to the Board’s oversight of corporate strategy and risk management in the competitive hospitality landscape as well as Board governance ■ Extensive M&A expertise gained through his background in investing at York Capital Management and from advising public companies on dozens of acquisitions during his tenure as a General Counsel at real estate, travel and hospitality-focused companies Cendant and HFS, including the acquisition of the Days Inn and Super 8 brands Career Highlights ■ Vice Chairman of York Capital Management (2007 – 2012) and General Counsel of York Capital (2010 – 2012) ■ General Counsel of Cendant Corporation (1997 – 2006) and Vice Chairman (1998 – 2006) ■ Executive Vice President, General Counsel and Assistant Secretary of HFS Incorporated (1992 – 1997) and director (1994 – 1997) Other Public Company Board Experience ■ Travel + Leisure Co. (formerly Wyndham Destinations) (2006 – Present; Lead Director, 2010 – Present) ■ Cendant Corporation (1998 – 2006) ■ PHH Corporation (1997 – 2005) ■ Wex Inc. (formerly Wright Express Corp) (2004 – 2005) ■ HFS, Inc. (1994 – 1997) Other ■ Sparta Insurance Holdings, Inc. (private Board Director 2007 – 2012) ■ New York Philharmonic Director (2006 – 2013) ■ Fordham University Trustee (1999 – 2022 with a year off between terms) ■ Marymount Manhattan College Trustee (including Chair) (2010 – 2015) |

  19. Nominees for Election to the Board

    | Bruce B. Churchill | Age: 66 | Independent Director | | | Director since: 2018 Board Committees ■ Compensation (Chair) ■ Audit Key Skills ■ Finance/Accounting ■ International ■ Marketing/Media ■ Mergers & Acquisitions ■ Organizational Culture and Compensation ■ Senior Executive & Operational Experience | Relevant Expertise ■ Proven leader with international operations and technology experience from holding transformative roles in Latin America and Asia during a successful 30-year career in media, including as President for both DirecTV Latin America and STAR TV, and leading companies to remarkable growth on the global stage through a strong understanding of local consumer preferences ■ Deep understanding of corporate finance and accounting from his experience as the Chief Financial Officer of DirecTV and President of STAR TV and his time on the audit committee of Millicom International Cellular ■ Valuable public company board experience at Millicom International Cellular, PanAmSat (including through its take-private transaction), and DXC Technology Company, which equips him with unique perspectives on how to harness technological innovation and drive sustainable expansion in furtherance of long-term value creation Career Highlights ■ President of DirecTV Latin America (2004 – 2015) ■ Chief Financial Officer of DirecTV (2004 – 2005) ■ President and Chief Operating Officer for STAR TV (1996 – 2003) ■ Earlier senior roles at Paramount Pictures and Fox Television Other Public Company Board Experience ■ Millicom International Cellular SA (2021 – Present) ■ DXC Technology Co. (2014 – 2017) ■ PanAmSat Co. (2004 (taken private in 2004)) |

  20. Nominees for Election to the Board

    | Mukul V. Deoras | Age: 60 | Independent Director | | | Director since: 2018 Board Committees ■ Audit ■ Corporate Governance Key Skills ■ Corporate Responsibility and Sustainability ■ International ■ Mergers & Acquisitions ■ Marketing/Media ■ Senior Executive & Operational Experience | Relevant Expertise ■ Expert in global brand growth and portfolio management from serving as the Chief Marketing Officer for Colgate-Palmolive and leading its marketing function at global scale with a significant advertising budget. Mukul has a deep understanding of strategic brand portfolio management and has helped successfully grow and expand Colgate’s consumer product division by stepping up product innovation as well as investment in consistent brand advertising and strengthening go-to-market strategies ■ Strong international operational experience with a distinguished track record, including as the current President of Colgate’s Asia Pacific Division and chairman of Colgate India. Mukul also has a history of operating businesses with P&L responsibility in multiple emerging economy countries and has led acquisitions of brands and businesses to expand presence in geographies including Myanmar. He has also demonstrated his ability to build digital strategies that drive digital transformation in multiple geographies, including growing business in key markets for driving growth such as India and China ■ Influential leader who as chairman of Colgate India has steered a large organization towards significant growth with an emphasis on innovation and optimism. Repeatedly promoted into increasingly senior roles at Unilever and now Colgate, Mukul is valued for the clarity of his market-level and community-level insights as well as his commitment to integrity Career Highlights ■ President, Asia Pacific Division of Colgate-Palmolive Company (2018 – Present) and Chairman of Colgate-Palmolive (India) Ltd. (2018 – Present) ■ Chief Marketing Officer of Colgate-Palmolive Company (2015 – 2018) ■ President, Asia Division of Colgate-Palmolive (2012 – 2015) ■ Managing Director for Colgate-Palmolive (India) Ltd. (2010 – 2012) ■ Various roles of increasing seniority at Colgate Palmolive (2004 – 2010) ■ Sales and marketing roles of increasing responsibility at Unilever (1984 – 2004) Other Public Company Board Experience ■ Colgate-Palmolive (India) Ltd. (including chair) (2018 – Present) Other ■ Mukul also serves as a Governor on The American Chamber of Commerce (Hong Kong) Board of Governors and a member of the Advisory Board for The Center for Emerging Markets at Northeastern University’s D’Amore-McKim School of Business |

  21. Nominees for Election to the Board

    | Ronald L. Nelson | Age: 71| Independent Director | | | Director since: 2019 Board Committees ■ Corporate Governance ■ Audit Key Skills ■ Franchising ■ Hospitality/Travel ■ Marketing/Media ■ Mergers & Acquisitions ■ Organizational Culture and Compensation ■ Senior Executive and Operational Experience | Relevant Expertise ■ Extensive leadership and financial oversight experience gained from both his service as the chairman of four different public companies and his impressive career as a senior executive, first in film and media as the CFO of Paramount Communications and principal operating executive and a founding member of Dreamworks and then in the business travel industry as CEO and Chairman of Avis Budget Group ■ Proven operator of multi-national brand and franchising companies with decades of experience leading a range of consumer-facing global public companies, including in the global hospitality and hotel franchising industries, where he reduced costs and increased economies of scale while delivering a better experience for customers ■ Significant transactional and brand portfolio management experience including leading the acquisition of Avis Europe plc to re-unite ownership of Avis and Budget and operate the two global brands, overseeing the complex Viacom-CBS merger as a Viacom director and overseeing the expansion of Hanesbrands’ brand portfolio with the Champion and Maidenform acquisitions Career Highlights ■ Executive Chairman of the Board of Avis Budget Group (2015 – 2018), Chairman and Chief Executive Officer of Avis Budget Group (2006 – 2015) and Chief Operating Officer of Avis Budget Group (2010 – 2015) ■ Chief Financial Officer, President and Board Member of Cendant Corporation (2003 – 2006) ■ Co-Chief Operating Officer and founding member of DreamWorks SKG (1994 – 2003) ■ Executive Vice President, Chief Financial Officer at Paramount Communications, Inc (1987 – 1994) Other Public Company Board Experience ■ Hanesbrands (2008 – 2023; Lead Director, 2015 – 2019; Chairman, 2019 – 2023) ■ Paramount Global (formerly known as ViacomCBS Inc.) (2019 – 2023) ■ Viacom, Inc. (2016 – 2019) ■ Convergys Corporation (Director, 2008 – 2016; Presiding Lead Independent Director, 2013 – 2016) ■ Charter Communications (1999 – 2003) ■ Advanced Tissue Sciences, Inc. (1997 – 2002) ■ Paramount Communications, Inc. (1992 – 1994) |

  22. Nominees for Election to the Board

    | Pauline D.E. Richards | Age: 75 | Independent Director | | | Director since: 2018 Board Committees ■ Audit (Chair) ■ Corporate Governance Key Skills ■ Corporate Governance and Responsibility ■ Finance/Accounting ■ International ■ Senior Executive and Operational Experience ■ Organizational Culture and Compensation | Relevant Expertise ■ Extensive global financial oversight experience developed through service on the boards and audit committees of major organizations like Apollo because of her trusted judgment, deep financial acumen, focus on ensuring fiscal responsibility, and capital allocation and M&A oversight ■ Risk management and accounting expertise crucial to Pauline’s role as Chair of our Audit Committee, she draws upon her well-honed risk management expertise to lead the oversight of our financial statements, accounting policies and internal controls as we face an evolving risk and regulatory landscape ■ Dedication to community development reflected in her service on the Social Responsibility Committee at the Christ Presbyterian Church and work as the Director of Development for Saltus Grammar School, a non-profit organization focused on education, and service at other charitable organizations like PRIDE Bermuda and St. George’s Foundation. These roles underscore her dedication to positive community relations Career Highlights ■ Chief Operating Officer of Trebuchet Group Holdings Limited (formerly Armour Group) (2008 – 2023) and director (2008 – Present) ■ Director of Development at the Saltus Grammar School (the largest private school in Bermuda) (2003 – 2008) ■ Chief Financial Officer of Lombard Odier Darier Hentsch (Bermuda) Limited in Bermuda (2001 – 2003) ■ Treasurer of Gulfstream Financial Limited (1999 – 2000) Other Public Company Board Experience ■ Apollo Global Management, Inc. (2022 – Present) and Apollo Asset Management Inc. (formerly Apollo Global Management, Inc.) (2011 – 2022) ■ Hamilton Insurance Group Ltd. (2013 – present; Audit Committee Chair, 2020 – Present) (company went public in Nov. 2023) ■ Wyndham Worldwide (2006 – 2018) ■ Cendant Corporation (2003 – 2006) Other ■ Director of Butterfield Bank Ltd. (2006 – 2013) ■ Former Chair of PRIDE Bermuda ■ Deputy Chair of St. George’s Foundation, a non-profit supporting the UNESCO World Heritage site of the historic Town of St. George’s in Bermuda (2009 – 2011) ■ Recognized by Savoy Magazine 2017 as One of the Most Influential Black Corporate Directors |

  23. Overview

    * Source: FactSet (using the Total Return (%) measured for the listed time period through December 29, 2023). We Continued to Proactively Enhance our Corporate Governance Practices to align with stockholder interests and provide for effective oversight and accountability: • In January 2023, we adopted “proxy access”, allowing eligible stockholders to nominate and include in the Company’s proxy materials nominees constituting up to the greater of two Directors or 20% of the Board. • Effective October 2, 2023, we adopted a “clawback policy” in compliance with the SEC’s and NYSE’s recently approved rules, which requires the Company to recover from current and former officers the amount of incentive-based compensation that was erroneously awarded during the three years preceding the date of an accounting restatement resulting from material noncompliance with financial reporting requirements under the U.S. securities law. • In our 2023 proxy statement, we added a matrix disclosing the diversity, skills, and experience for each of our Directors. • Previously, we eliminated all supermajority voting provisions from our By-Laws and Certificate of Incorporation. Our corporate governance structure continues to incorporate other elements that align with stockholder interests, including: • All of our Directors stand for election to the Board on an annual basis. • All of our Directors, other than our Chair and our CEO, are independent Directors and the board maintains an independent Lead Director role with extensive authority. • All members of the Audit, Compensation and Governance committees are independent, and two of these committees are chaired by women. • All of our Directors are actively engaged, with each Director attending and participating in more than 95% of all Board meetings and meetings of the committees on which the Director served that were held in 2023. • We maintain a majority voting standard for all uncontested Director elections with a Director resignation policy in our By-Laws. • We have policies prohibiting our Directors and executive officers from engaging in any hedging transactions in our equity securities and from pledging, or using as collateral, our securities to secure personal loans or other obligations, including holding shares in margin accounts. • We maintain robust executive and Director stock ownership guidelines, which are reviewed twice each year for compliance. Our Executive Compensation Program Aligns with Stockholder Interests. The Compensation Committee’s philosophical approach and practices seek to align our executive compensation program and governance with stockholder interests. • Our annual incentive compensation program requires achievement of rigorous performance metrics to incentivize high performance and achievement of short-term financial goals and thus enhance value for our stockholders in the near term. • Our program incorporates a strategic objective based on global “net room growth,” providing a specific incentive for our executives to achieve a core strategic goal of increasing our global system size that we believe, in turn, drives long-term growth. We seek to achieve our net room growth objectives through a combination of new franchise sales worldwide and existing hotel retention efforts. Through new sales efforts we look to either expand our franchisee base to new owners and markets or expand the relationships we have with existing franchisees through new hotel additions. These efforts come in the form of new construction and conversion projects, which reinforce our pipeline and contribute to global growth. Our retention efforts stem from a disciplined, focused approach to providing our franchisees with best-in-class service and support in an effort to enhance their profitability. This owner-first approach focuses on helping drive maximum return on owner investments, delivering the highest level of bookings to their hotels at the lowest acquisition costs through our award-winning loyalty program Wyndham Rewards and our best-in-class global sales team and using the scale of the world’s largest hotel franchisor to reduce costs through sourcing and vendor programs. In addition, by providing innovative, low-to-no cost features such as artificial intelligence-driven front desk agents, these owners have access to cost benefits they would not otherwise enjoy as independent, small business owners. Our team members work closely with our franchise owners as business partners through every step of their franchisee journey to ensure the investment they have made to become a Wyndham-branded hotel will generate profitable growth for years to come. • We provide a maximum cap of 150% of target opportunity on annual incentive awards. • Equity awards granted to our named executive officers, which constitute a majority of our executives’ target annual total compensation and vest over multi-year periods, reinforce the economic alignment of interests between our executives and other stockholders. A portion of these awards are granted in the form of RSUs, which vest based on continued employment, and a portion are granted in the form of PSUs, which require both continued employment and the achievement of certain pre-established performance criteria to vest. • No dividends are paid on PSUs and RSUs unless and until the awards vest. • We have never repriced stock options, we have no plans to do so, and we may not reprice stock options unless we first obtain stockholder approval. • Our CEO receives no tax gross-ups for perquisites. • In the event of a change in control, our named executive officers receive cash severance only upon a termination of employment. • None of our named executive officers are entitled to any tax gross-up in connection with severance payments upon termination of employment. We are committed to our social, ethical and environmental responsibilities, which are central to delivering on our business strategy. Consistent with our core values of acting with integrity, accountability, inclusiveness, caring and fun, we are committed to being a highly ethical, diverse, admired and environmentally conscious company. • We continue to prioritize those environmental, social and governance topics previously identified from an ESG Materiality Assessment, which were informed by perspectives from both internal and external stakeholders, while continuing to monitor them. The insights from the assessment continue to inform our approach to strategy, operations and reporting. • With our commitment to acting with integrity in making hotel travel possible for all, we were named one of the World’s Most Ethical Companies® by Ethisphere for 2024, marking the fourth time we have been recognized for this award. • We are committed to diversity, equity and inclusion, which we believe helps drive the Company’s success. • Our Board recognizes the value of diverse perspectives. Assuming the election of our Director nominees at this Annual Meeting, based on gender, Directors who self-identify as female represent 25% of our Board, and based on race/ethnicity, Directors who self-identify as Black or Asian represent 25% of our Board. • We actively create a culture of inclusion for our team members, partners, and guests, and we have been widely recognized as a leader in diversity. We were named a 2023 Diversity Inc. Top 50 Company, one of The Best Employers for Diversity 2023 by Forbes® and one of America’s 2023 Greatest Workplaces for Diversity by Newsweek®. • Our CEO has also signed on to the CEO Action for Diversity & Inclusion™, the largest CEO-driven business commitment to advance diversity and inclusion in the workplace. • We were also named a 2024 Military Friendly Employer by VIQTORY for our commitment to serving the military and veteran community.

  24. Employment Agreements

    Employment Agreements We have employment agreements or employment letters with each of our named executive officers, the terms of which form the basis of our named executive officers’ compensation elements and levels. The compensation elements provided under the agreements are reviewed periodically by management, our compensation consultant and the Committee against the peer group described below under “Compensation Review and Benchmarking.” In 2023, the following actions were taken with respect to our named executive officers’ employment and related agreements: • We entered into an amended and restated employment agreement with Geoffrey Ballotti, our CEO, in November 2023. Mr. Ballotti’s original employment agreement was set to expire on May 31, 2024. The terms of the amended and restated agreement provide for an extended term of employment for a period of five years ending on May 31, 2029, a base salary of no less than $1,300,000 and the opportunity to receive an annual bonus with a target percentage of no less than 175% (subject to achievement of performance goals), each effective as of January 1, 2024, and otherwise substantially the same terms and conditions as the original employment agreement. • Mr. Strickland received a promotion to expand his role to include Revenue Management as well as continue his leadership of all Information Technology functions globally. In connection with his promotion, his title was expanded to Chief Information and Distribution Officer and his annual base salary rate was increased to $530,000, each effective as of November 13, 2023. The terms of the employment agreements and employment letters with our named executive officers are described below under “Agreements with Named Executive Officers.”

  25. Compensation Review and Benchmarking

    Compensation Review and Benchmarking Management and the Committee believe that information regarding compensation practices at other companies is useful in evaluating the compensation of our named executive officers. Management and the Committee recognize that our compensation practices must be competitive in the market to attract and retain superior senior leadership. In addition, this market information is a factor that management and the Committee consider in assessing the reasonableness of the compensation of our executives. Peer Review. In October 2022, our compensation consultant reviewed our peer group, using the following primary criteria: companies in the hospitality industry and/or with a focus on franchise operations, companies identified by proxy advisory firms as a peer company, and financial size (based on revenue or current market cap). As a result of this review, our Committee approved the peer group of companies listed below, as recommended by our compensation consultant, for purposes of our 2023 executive compensation program. The list below is marked to show those companies that were deleted from our previous peer group on the basis of revenue and industry focus outside of hotels, as well those companies newly added to the peer group based on the criteria discussed above.

  26. Compensation Review and Benchmarking

    | Boyd Gaming Corporation | Marriott International, Inc. | | Brinker International, Inc. | Marriott Vacations Worldwide Corporation | | Chipotle Mexican Grill, Inc. | Penn National Gaming, Inc. | | Choice Hotels International, Inc. | Ryman Hospitality Properties, Inc. | | Dine Brands Global, Inc. | The Wendy’s Company | | Hilton Grand Vacations Inc. | Travel + Leisure Co. | | Hilton Worldwide Holdings Inc. | TripAdvisor, Inc. | | Host Hotels & Resorts, Inc. | Vail Resorts, Inc. | | Hyatt Hotels Corporation | Wynn Resorts, Limited | | Jack in the Box, Inc. | YUM! Brands, Inc. |

  27. Compensation Review and Benchmarking

    Our compensation consultant’s review of peer group compensation included the following compensation elements using the most recently filed proxy statements for each peer company: base salary, target bonus, target total cash compensation, long-term incentive award value and total target direct compensation. Compensation data for our peer group was presented for the 25th, 50th and 75th percentiles for each compensation element at target level performance. General industry data from our compensation consultant’s total compensation measurement database at these benchmarks was also considered to supplement the peer group data. The objectives of the review were to compare, for general consistency, the compensation of our executives to that of similarly situated executives, to ensure that our compensation is in line with our compensation strategy and to provide a framework for compensation decisions. The Committee uses competitive compensation data from the annual total compensation study of peer companies to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, the Committee uses multiple reference points when establishing targeted compensation levels. The Committee does not benchmark specific compensation elements or total compensation to any specific percentile relative to the peer companies or the broader United States market. Instead, the Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as company, business and individual performance, scope of responsibility, critical needs and skill sets, leadership potential, experience and succession planning. The Committee also seeks to balance the various elements of senior executive compensation so that no single element is weighted too heavily and there is an appropriate mix between fixed and variable compensation and short-term and long-term compensation. Given the significant scope and responsibilities of our CEO, which are greater than those of our other named executive officers, the Committee believes any differences between the individual compensation elements and the total compensation of our CEO and the other named executive officers are appropriate. In approaching 2023 compensation decisions, the Committee reviewed peer group data which showed that actual total compensation paid to our named executive officers generally was competitively aligned with our peer group.

  28. Annual Incentive Compensation

    Annual Incentive Compensation Consistent with our compensation strategy, we provide cash-based annual incentive compensation designed to create incentives for the named executive officers to drive financial and operating performance and thus enhance value for our stockholders in the near term. Annually in the first quarter, the Committee approves the annual incentive compensation program for that year. Generally, at that time, the Committee approves the general plan terms and performance targets for that year’s program. Following the completion of the performance period, the Committee reviews Company operating results achieved against the pre-established performance targets set by the Committee to determine amounts earned under the program based on Company performance. In addition, as a threshold matter, to ensure that the performance of the individual executives is at the high level expected, senior management reviews with the Committee (or in the case of our CEO, the Committee itself reviews) each executive’s individual contributions and personal leadership together with their performance on strategic objectives, business drivers, business development and other initiatives as applicable. If based on this review, performance at the corporate, business unit or individual level did not meet expectations, the Committee may use its discretion to adjust downward or not provide the executive’s annual incentive compensation award. As part of the annual incentive compensation program, the Committee also approves a target award opportunity expressed as a percentage of each executive’s annual base salary. Under our annual incentive program structure, an executive’s annual incentive compensation may be higher or lower than target annual incentive compensation depending on business and individual performance, subject to a maximum annual incentive award opportunity for our named executive officers capped at 150% of the executive’s target award opportunity. 2023 Annual Incentive Compensation Program. In the first quarter of 2023, the Committee approved the general framework and certain components of the Company’s 2023 annual incentive compensation program. For 2023, the Committee approved an annual incentive program consistent with the Company’s pre-pandemic annual incentive compensation programs. In March 2023, the Committee approved performance metric targets based on the following financial and strategic objectives for our executive officers: • Financial Objective (weighted 75%): Adjusted EBITDA • Strategic Objective (weighted 25%): Global Net Room Growth We used adjusted EBITDA to incentivize our executives to achieve near-term earnings growth and enhance stockholder value. Under our annual incentive compensation program, EBITDA may be adjusted to exclude certain items which in our view do not necessarily reflect ongoing performance – such as transaction costs and the effects of hyperinflation – the categories of which are specified at the outset of the performance period. For 2023, the adjusted EBITDA target was set at $655 million and was to be measured at December 31, 2023 for the preceding twelve-month period. The pre-established performance tiers ranged from 97% up to 102.4% of the adjusted EBITDA target, with corresponding payout levels ranging, respectively, from 25% of the target award opportunity up to a maximum of 150% of the target award opportunity. Performance achievement below 97% of the adjusted EBITDA target would result in no payout for this portion of the award. Payout level is interpolated where performance under this particular performance metric is achieved between the specified performance tiers subject to the 150% maximum. We used Global Net Room Growth to provide a specific incentive for our senior executive team to achieve a core strategic goal that drives long-term value creation. For 2023, the Global Net Room Growth target was 3.00%. The pre-established performance tiers correspond to fixed Global Net Room Growth goals of 1.50% up to a maximum Global Net Room Growth target of 3.50%, with corresponding payout gates of 25% of the target award opportunity and a maximum payout of 150% of the target award opportunity, respectively, with performance achievement below 1.50% Global Net Room Growth resulting in no payout for this portion of the award. In February 2023, based upon its review of peer group and general industry data provided by our compensation consultant and in consideration of the competitive labor market, the Committee also approved increases to each named executive officer’s target award opportunity under the annual incentive compensation program as follows: Mr. Ballotti, from 150% to 160%; Ms. Allen, from 75% to 100%; and Mr. Cash, Mr. Strickland and Ms. Melancon, from 75% to 85%. These target award opportunities were effective February 13, 2023 for the 2023 annual incentive compensation program; the target award opportunities remained the same as under the 2022 annual incentive compensation program through February 12, 2023. 2023 Payout Results. In February 2024, the Committee reviewed the performance results achieved against the adjusted EBITDA and Global Net Room Growth targets approved by the Committee in March 2023. For 2023, actual adjusted EBITDA was $659 million, resulting in an achievement level of 113%, and actual Global Net Room Growth was 3.48% resulting in an achievement level of 125%. This resulted in payout amounts equal to 116% of each named executive officer’s target award opportunity. No adjustments were made based on individual performance. The Non-Equity Incentive Plan Compensation column of the Summary Compensation Table below lists the annual incentive compensation paid to our named executive officers for 2023.

  29. Long-Term Incentive Compensation

    Long-Term Incentive Compensation 2023 Annual Equity Award Grants Consistent with our compensation strategy, we provide our named executive officers with long-term incentive compensation to create incentives to prioritize their focus on sustainable and cumulative earnings growth, which in turn promotes share price appreciation for the benefit of stockholders. Our long-term incentive performance awards vest upon completion of a three-year performance period and our time-based awards vest annually in equal increments over a four-year period. Both long-term incentive awards encourage retention, which has become more important in a very competitive talent market. Accordingly, 2023 long-term incentive compensation for our named executive officers focused on aligning their interests with those of stockholders, achieving competitiveness with the external market, rewarding key talent contributions and team member retention. Long-term incentive compensation is granted under our 2018 Equity and Incentive Plan. Our compensation consultant and the Committee periodically review our plan design with respect to items such as long-term incentive mix prevalence and vesting provisions. Management annually recommends to the Committee an aggregate budget available for long-term incentive compensation, which is allocated based on the relative number of eligible executives. Long-term incentive compensation is then recommended by management (other than for our CEO, which is determined by the Committee) and granted by the Committee to the named executive officers based on individual performance review, tenure, scope of responsibility and future potential. Elements of individual performance considered by the Committee in such review include results of operations, achievement of strategic objectives and leadership characteristics. Based on these factors, annual long-term incentive awards were granted to our named executive officers in March 2023 in the form of RSUs and performance stock units (“PSUs”). A PSU represents the right to receive a share of Wyndham common stock on a set vesting date subject to achievement of pre-established performance goals based on earnings before interest and taxes (“EBIT”) per share, as adjusted, and continued employment and provides the executive incentive to drive earnings growth and share price appreciation. Each type of equity award under the long-term incentive plan (“LTIP”) is subject to multi-year vesting to promote retention. For 2023, the Committee approved the following equity allocation mix, which was consistent with our 2022 equity allocation mix. In March 2023, the Committee approved our CEO’s 2023 annual LTIP awards to be in the form of 50% RSUs and 50% PSUs, and our other named executive officers’ annual LTIP awards were granted in the form of 75% RSUs and 25% PSUs. The Committee felt this approach for the 2023 LTIP appropriately provided a performance-based approach and a normalized LTIP structure. The target value for 2023 long-term incentive grants for the CEO and the other NEOs are set forth in the Summary Compensation Table in the 2023 Stock Award column. These target values reflect an increase from 2022 target grant values, with such increases ranging from 9% to 17%, with the exception of Mr. Strickland who received a 36% increase in consideration of the results of a competitive benchmarking analysis as well as an increase in the scope and complexity of his role. The performance goals for our PSU awards are set by the Committee at levels relative to our three-year projected target EBIT per share, as adjusted, established internally at the time of grant. Vesting of 2023 PSU awards, which is scheduled to occur on the third anniversary of the grant date, is contingent upon achievement of the levels of performance specified below and where performance is achieved between these specified performance tiers the number of vested PSUs is interpolated. No shares vest under the terms of these awards unless our cumulative adjusted EBIT per share performance for the three years ended December 31, 2025 meets or exceeds target EBIT per share, as adjusted, as determined at the end of the three-year performance period. We do not disclose the adjusted EBIT per share target for our PSU awards while the applicable performance period is ongoing because this goal relates to executive compensation to be earned in future years, and we believe that disclosure of this forward-looking target would cause us competitive harm. The EBIT per share target goal, as adjusted, established by the Committee at the commencement of the performance period will be disclosed following the conclusion of the performance period when achievement against the target goal is determined by the Committee.

  30. Long-Term Incentive Compensation

    | Performance Achievement as % of Adjusted EBIT Per Share Target | Level of Vesting as % of Total PSUs | | 100.0% of Target Level | 100% of PSUs | | 102.1% of Target Level | 120% of PSUs | | 103.2% of Target Level | 140% of PSUs | | 104.3% of Target Level | 160% of PSUs | | 105.4% of Target Level | 180% of PSUs | | 106.5% of Target Level | 200% of PSUs |

  31. Long-Term Incentive Compensation

    The Committee believes that the PSU performance goals are consistent with the Committee’s intention of making the vesting of these awards contingent upon achieving strong growth in EBIT per share over time that significantly benefits stockholders. The EBIT per share results may be adjusted to reflect certain items which may be recurring or non-recurring and which in our view do not necessarily reflect ongoing performance, such as restructuring costs and impairments, the categories for which are specified at the outset of the performance period. Subject to achievement of performance tiers, vesting occurs on the third anniversary of the grant date or later upon certification of results by the Committee. 2021 PSU Grant In February 2024, the Committee confirmed that the 2021 PSU award granted to our CEO and other named executive officers in February 2021 resulted in 100% payout. Actual EBIT per share, as adjusted, relating to the third year of the three-year performance period beginning on January 1, 2021 and ending on December 31, 2023 was achieved above the $5.60 target EBIT per share, as adjusted, resulting in the maximum payout of 100%.

  32. Deferred Compensation Plans

    Deferred Compensation Plans Officer Deferred Compensation Plan. Our nonqualified officer deferred compensation plan permits named executive officers to defer base salary and annual incentive compensation. We match executive contributions to the plan up to 6% of base salary and annual incentive compensation and, as applicable, commission compensation. The executive makes an irrevocable deferral election prior to the beginning of the calendar year. Upon termination from the Company, the executive may elect a single lump-sum payment of his or her account or may elect payments in annual installments of up to ten years. The participant’s entire account balance is 100% vested. The contributions to our officer deferred compensation plan applicable to our named executive officers are listed below in the Nonqualified Deferred Compensation Table. Savings Restoration Plan. We make available to our named executive officers a savings restoration plan, which allows executives to defer compensation in excess of the amounts permitted by the Internal Revenue Code of 1986, as amended (the “Code”), but there are no matching contributions for these deferrals. None of our current named executive officers has a balance under our Savings Restoration Plan. 401(k) Plan. We provide all team members, including our named executive officers, with a 401(k) plan. Our 401(k) plan permits named executive officers to defer base salary. In 2023, we provided named executive officers and other participants a Company match of base salary of up to 5% of base salary, subject to statutory limitations under the Code. The Company match is 100% vested.

  33. Severance Arrangements

    Severance Arrangements The employment agreements and employment letters of our named executive officers provide for payments as a percentage of base salary and annual incentive compensation, as well as accelerated vesting of specified long-term equity grants, and in the case of PSUs, vesting based on performance during a specified period, if the executive’s employment is terminated without cause or, if applicable, for a constructive discharge. These severance terms for our named executive officers are generally consistent with peer group market practices and data provided by our compensation consultant. These payments and terms are discussed more specifically below under “Agreements with Named Executive Officers” and “Potential Payments on Termination or Change in Control.” We believe these arrangements are necessary to attract and retain our executives and ensure the continuity of management. The primary focus of the severance terms is generally on the termination of employment and thus the value of these terms arises only in the context of imminent termination. The severance terms do not enhance an executive’s current income and therefore are independent of the Committee’s review of executive compensation.

  34. Change-in-Control Arrangements

    Change-in-Control Arrangements In the event of a change in control of Wyndham Hotels, the named executive officers receive cash severance payments only if their employment is terminated without cause or, if applicable, for constructive discharge following the change in control. Our named executive officers are not entitled to any excise tax gross-up in connection with their change-in-control arrangements. Long-term equity compensation grants made to all eligible team members, including the named executive officers, fully vest on a change in control. The payments and terms of our named executive officers’ change-in-control arrangements are discussed below under “Agreements with Named Executive Officers” and “Potential Payments on Termination or Change in Control.” The change-in-control terms for severance payments for the named executive officers established in connection with their employment agreements and letters are generally consistent with peer group market practices and data provided by our compensation consultant. Since a potential change-in-control transaction may result in increased stockholder value, the Committee believes that it is important to provide incentives to motivate the named executive officers to pursue and complete a potential transaction that is in the best interest of stockholders should it arise and ensure retention. Like the severance arrangements, the value of the change-in-control arrangements arises only in the context of an imminent change in control. The terms do not enhance the named executive officers’ current income and therefore are independent of the Committee’s review of executive compensation.

  35. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table summarizes compensation paid to our named executive officers for 2023, 2022 and 2021.

  36. 2023 Summary Compensation Table

    | Name & Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(a) | Option Awards ($)(a) | Non-Equity Incentive Plan Compensation ($)(b) | All Other Compensation ($)(c) | Total ($) | | Geoffrey A. Ballotti (d) President and Chief Executive Officer | 2023 | 1,143,719 | — | 6,999,979 | — | 2,108,404 | 407,610 | 10,659,712 | | | 2022 | 1,063,291 | — | 5,999,974 | — | 2,392,406 | 277,118 | 9,732,789 | | | 2021 | 1,030,011 | — | 13,000,000 | 1,600,000 | 2,317,524 | 262,004 | 18,209,539 | | Michele Allen Chief Financial Officer and Head of Strategy | 2023 | 599,999 | — | 1,999,906 | — | 675,922 | 177,823 | 3,453,650 | | | 2022 | 525,393 | — | 2,749,866 | — | 591,068 | 141,257 | 4,007,584 | | | 2021 | 500,009 | — | 2,609,375 | — | 562,510 | 127,553 | 3,799,447 | | Paul F. Cash General Counsel, Chief Compliance Officer and Corporate Secretary | 2023 | 514,900 | — | 1,499,929 | — | 501,080 | 137,636 | 2,653,545 | | | 2022 | 490,348 | — | 1,374,891 | — | 551,642 | 133,899 | 2,550,780 | | | 2021 | 475,002 | — | 2,083,334 | — | 534,377 | 122,758 | 3,215,471 | | Scott Strickland (e) (f) Chief Information and Distribution Officer | 2023 | 459,968 | — | 1,499,929 | — | 447,960 | 105,168 | 2,513,025 | | | 2022 | 412,935 | — | 1,599,862 | — | 464,553 | 53,007 | 2,530,357 | | | 2021 | — | — | — | — | — | — | — | | Monica Melancon (e) Chief Human Resources Officer | 2023 | 428,018 | — | 1,249,941 | — | 417,918 | 98,137 | 2,194,014 | | | 2022 | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — |

  37. 2023 Summary Compensation Table

    | ________________ | | (a) Represents the aggregate grant date fair value of equity awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”). A discussion of the assumptions used in calculating the fair value of such awards may be found in Note 13 to our 2023 audited financial statements of the 2023 Form 10-K filed with the SEC on February 15, 2024. The grant date fair value for time-based RSUs is computed in accordance with ASC 718 and is based on the closing price of the Company’s common stock on the grant date. The grant date fair value attributable to RSUs granted in 2023 is as follows: Mr. Ballotti, $3,499,989; Ms. Allen, $1,499,929; Mr. Cash, $1,124,947; Mr. Strickland, $1,124,947; and Ms. Melancon, $937,494. The grant date fair value attributable to PSUs granted in 2023 was computed in accordance with ASC 718 based upon the closing price of the Company’s common stock on the grant date and the probable outcome of the performance conditions as of the grant date. The grant date fair value attributable to PSUs granted in 2023, as reported in the table, is as follows, reflecting achievement of target adjusted EBIT per share performance: Mr. Ballotti, $3,499,989; Ms. Allen, $499,976; Mr. Cash, $374,982; Mr. Strickland, $374,982; and Ms. Melancon, $312,447. The grant date fair value of PSUs granted in 2023 assuming achievement of maximum performance conditions is as follows: Mr. Ballotti, $6,999,979; Ms. Allen, $999,953; Mr. Cash, $749,965; Mr. Strickland, $749,965; and Ms. Melancon, $624,893. The actual value realized by each individual with respect to PSU awards will depend on the number of shares earned based on our actual performance over the three-year performance period measured against the cumulative adjusted EBIT performance goal established at the time of grant. | | (b) For 2023, represents annual incentive compensation for 2023 paid in 2024. For 2022, represents annual incentive compensation for 2022 paid in 2023. For 2021, represents annual incentive compensation for 2021 paid in 2022. | | (c) See All Other Compensation Table below for a description of compensation included in this column. | | (d) We entered into an amended and restated employment agreement with Mr. Ballotti in November 2023. Mr. Ballotti’s original employment agreement was set to expire on May 31, 2024. Under the terms of the amended and restated employment agreement, Mr. Ballotti’s term of employment was extended to May 31, 2029, with a base salary of $1,300,000 and annual bonus target percentage of 175%, each effective as of January 1, 2024. | | (e) Information is not reported for Mr. Strickland for 2021 or for Ms. Melancon for 2021 or 2022 because they were not previously named executive officers for those years. | | (f) Mr. Strickland received a promotion to expand his role to include Revenue Management as well as continue his leadership of all Information Technology functions globally. In connection with his promotion, his title was expanded to Chief Information and Distribution Officer and his annual base salary rate was increased to $530,000, each effective as of November 13, 2023. |

  38. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table The following table summarizes grants of plan-based awards made to the named executive officers in 2023.

  39. 2023 Grants of Plan-Based Awards Table

    | Name | Award Type (a) | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (b) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards (c) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Mr. Ballotti | RSU | 3/01/23 | — | — | — | — | — | — | 45,278 | — | — | 3,499,989 | | | PSUs | 3/01/23 | — | — | — | 45,278 | 45,278 | 90,556 | — | — | — | 3,499,989 | | | 2023 AIP | (b) | 454,397 | 1,817,590 | 2,726,385 | — | — | — | — | — | — | — | | Ms. Allen | RSU | 3/01/23 | — | — | — | — | — | — | 19,404 | — | — | 1,499,929 | | | PSUs | 3/01/23 | — | — | — | 6,468 | 6,468 | 12,936 | — | — | — | 499,976 | | | 2023 AIP | (b) | 145,673 | 582,692 | 874,038 | — | — | — | — | — | — | — | | Mr. Cash | RSU | 3/01/23 | — | — | — | — | — | — | 14,553 | — | — | 1,124,947 | | | PSUs | 3/01/23 | — | — | — | 4,851 | 4,851 | 9,702 | — | — | — | 374,982 | | | 2023 AIP | (b) | 107,991 | 431,965 | 647,948 | — | — | — | — | — | — | — | | Mr. Strickland | RSU | 3/01/23 | — | — | — | — | — | — | 14,553 | — | — | 1,124,947 | | | PSUs | 3/01/23 | — | — | — | 4,851 | 4,851 | 9,702 | — | — | — | 374,982 | | | 2023 AIP | (b) | 96,543 | 386,173 | 579,259 | — | — | — | — | — | — | — | | Ms. Melancon | RSU | 3/01/23 | — | — | — | — | — | — | 12,128 | — | — | 937,494 | | | PSUs | 3/01/23 | — | — | — | 4,042 | 4,042 | 8,084 | — | — | — | 312,447 | | | 2023 AIP | (b) | 90,068 | 360,274 | 540,411 | — | — | — | — | — | — | — |

  40. 2023 Grants of Plan-Based Awards Table

    | ________________ | | (a) RSU: RSU awards granted on March 1, 2023, which vest ratably over four years subject to continued employment through the vesting date. PSUs: PSU awards granted on March 1, 2023, which vest subject to achievement of pre-established performance goals for the cumulative three-year performance period ending December 31, 2025 as described in footnote (c) below. 2023 AIP: Award opportunities under our 2023 annual cash incentive plan approved by the Compensation Committee on February 3, 2023. | | (b) Represents potential threshold, target and maximum annual incentive compensation for 2023 under the annual incentive program. See “Annual Incentive Compensation” in the Compensation Discussion and Analysis for more information. Amounts actually paid for 2023 are reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above. | | (c) The amounts in these columns represent the range of PSUs that may be earned based on cumulative adjusted EBIT per share performance measured over the three-year performance period. The threshold amount reflects the minimum number of shares that may be earned for achievement of target performance, and the maximum amount reflects the number of shares that may be earned based on achievement at or above 106.5% of target. Where performance is achieved between the specified performance tiers, the number of vested PSUs is interpolated. The actual number of PSUs earned pursuant to these awards will be determined and paid following the completion of the three-year performance period based on our actual performance against the performance goal established at the time of grant as adjusted. PSUs, if earned, convert to Wyndham common stock on a one-for-one basis. |

  41. 2023 Grants of Plan-Based Awards Table

    Under our 2018 Equity and Incentive Plan, all grants set forth in the table fully vest on a change in control. Dividends paid on Wyndham common stock are credited for unvested RSUs and PSUs and are paid in cash only to the extent the underlying RSUs or PSUs vest.

  42. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    Outstanding Equity Awards at 2023 Fiscal Year-End Table The following table summarizes the number of securities underlying outstanding plan awards for the named executive officers as of December 31, 2023.

  43. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) | | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(a) | Equity Incentive Plan Awards: Number of Unearned Shares or Units That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares, or Units That Have Not Vested ($)(a) | | | | Exercisable | Unexercisable | | | | | | | | Mr. Ballotti | 6/01/2018 | 213,310 | —(b) | 61.40 | 6/01/2024 | — | — | — | — | | | 2/27/2019 | 191,204 | —(c) | 52.44 | 2/27/2029 | — | — | — | — | | | 2/25/2020 | 196,449 | 65,483(d) | 53.40 | 2/25/2026 | 10,534(e) | 847,039 | — | — | | | 2/23/2021 | 40,858 | 40,858(f) | 65.21 | 2/23/2027 | 36,804(g) | 2,959,410 | 49,072(h) | 3,945,880 | | | 2/23/2021 | — | — | — | — | 76,675(i) | 6,165,437 | — | — | | | 3/10/2022 | — | — | — | — | 27,194(j) | 2,186,670 | 72,516(k) | 5,831,012 | | | 3/01/2023 | — | — | — | — | 45,278(l) | 3,640,804 | 45,278(m) | 3,640,804 | | Ms. Allen | 6/01/2018 | 2,667 | —(b) | 61.40 | 6/01/2024 | — | — | — | — | | | 2/27/2019 | 6,274 | —(c) | 52.44 | 2/27/2029 | — | — | — | — | | | 2/25/2020 | 21,828 | 10,914(d) | 53.40 | 2/25/2026 | 5,267(e) | 423,519 | — | — | | | 2/23/2021 | — | — | — | — | 16,006(g) | 1,287,042 | 8,002(h) | 643,441 | | | 3/10/2022 | — | — | — | — | 11,897(j) | 956,638 | 10,574(k) | 850,255 | | | 10/31/2022 | — | — | — | — | 13,170(n) | 1,059,000 | — | — | | | 3/01/2023 | — | — | — | — | 19,404(l) | 1,560,276 | 6,468(m) | 520,092 | | Mr. Cash | 2/27/2019 | 23,900 | —(c) | 52.44 | 2/27/2029 | — | — | — | — | | | 2/25/2020 | 27,284 | 9,095(d) | 53.40 | 2/25/2026 | 4,389(e) | 352,919 | — | — | | | 2/23/2021 | — | — | — | — | 12,779(g) | 1,027,559 | 6,389(h) | 513,739 | | | 3/10/2022 | — | — | — | — | 9,348(j) | 751,673 | 8,308(k) | 668,046 | | | 3/01/2023 | — | — | — | — | 14,553(l) | 1,170,207 | 4,851(m) | 390,069 | | Mr. Strickland | 6/01/2018 | 8,532 | —(b) | 61.40 | 6/01/2024 | — | — | — | — | | | 2/27/2019 | 12,547 | —(c) | 52.44 | 2/27/2029 | — | — | — | — | | | 2/25/2020 | 21,827 | 7,276(d) | 53.40 | 2/25/2026 | 3,511(e) | 282,320 | — | — | | | 2/23/2021 | — | — | — | — | 9,105(g) | 732,133 | 4,552(h) | 366,026 | | | 3/10/2022 | — | — | — | — | 7,478(j) | 601,306 | 6,646(k) | 534,405 | | | 10/31/2022 | — | — | — | — | 6,585(n) | 529,500 | — | — | | | 3/01/2023 | — | — | — | — | 14,553(l) | 1,170,207 | 4,851(m) | 390,069 | | Ms. Melancon | 2/25/2020 | — | — | — | — | 468(e) | 37,632 | — | — | | | 2/23/2021 | — | — | — | — | 7,668(g) | 616,584 | 3,833(h) | 308,212 | | | 3/10/2022 | — | — | — | — | 7,478(j) | 601,306 | 6,646(k) | 534,405 | | | 3/01/2023 | — | — | — | — | 12,128(l) | 975,212 | 4,042(m) | 325,017 |

  44. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | ________________ | | (a) Calculated using closing price of Wyndham Hotels common stock on the NYSE on December 29, 2023 of $80.41. | | (b) Grant of stock options, which vested ratably over a period of four years on each anniversary of June 1, 2018. | | (c) Grant of stock options, which vested ratably over a period of four years on each anniversary of February 27, 2019. | | (d) Grant of stock options, which vest ratably over a period of four years on each anniversary of February 27, 2020. | | (e) Grant of RSUs, which vest ratably over a period of four years on each anniversary of February 27, 2020. | | (f) Grant of stock options, which vest ratably over a period of four years on each anniversary of February 27, 2021. | | (g) Grant of RSUs, which vest ratably over a period of four years on each anniversary of February 27, 2021. | | (h) Grant of PSUs, which vest following the conclusion of a three-year performance period ending on December 31, 2023 based on actual EBIT, as adjusted, for fiscal 2023, as measured against the pre-established performance tiers. Amount reported represents the maximum number of shares which may be earned. |

  45. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (i) Grant of RSUs, which cliff vest on February 27, 2024. | | (j) Grant of RSUs, which vest ratably over a period of four years on each anniversary of March 10, 2022. | | (k) Grant of PSUs, which vest following the conclusion of a three-year performance period ending on December 31, 2024 based on actual three-year cumulative EBIT per share, as adjusted, as measured against the pre-established performance tiers. Amount reported represents the number of shares which may be earned at maximum achievement level. Actual shares that may be issued can range from 0% to 200% of target based upon performance. | | (l) Grant of RSUs, which vest ratably over a period of four years on each anniversary of March 1, 2023. | | (m) Grant of PSUs, which vest following the conclusion of a three-year performance period ending on December 31, 2025 based on actual three-year cumulative EBIT per share, as adjusted, as measured against the pre-established performance tiers. Amount reported represents the number of shares which may be earned at target achievement level. Actual shares that may be issued can range from 0% to 200% of target based upon performance. | | (n) One-time grant of RSUs, which cliff vest on October 31, 2025. |

  46. 2023 Option Exercises and Stock Vested Table

    2023 Option Exercises and Stock Vested Table The following table summarizes the vesting of RSUs in 2023 with respect to the common stock of Wyndham Hotels. No options were exercised by our named executive officers in 2023.

  47. 2023 Option Exercises and Stock Vested Table

    | Name | Option Awards | | | Stock Awards | | | | | Date | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Date | Number of Wyndham Hotels Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(a) | | Mr. Ballotti | — | | — | 2/27/2023(b)(c)(d) | 38,470 | 2,971,808 | | | — | | — | 3/10/2023(e) | 9,064 | 643,816 | | Ms. Allen | — | | — | 2/27/2023(b)(c)(d) | 15,147 | 1,170,106 | | | — | | — | 3/10/2023(e) | 3,965 | 281,634 | | Mr. Cash | — | | — | 2/27/2023(b)(c)(d) | 14,355 | 1,108,924 | | | — | | — | 3/10/2023(e) | 3,115 | 221,258 | | Mr. Strickland | — | | — | 2/27/2023(b)(c)(d) | 9,941 | 767,942 | | | — | | — | 3/10/2023(e) | 2,492 | 177,007 | | Ms. Melancon | — | | — | 2/27/2023(b)(c)(d) | 4,541 | 350,792 | | | — | | — | 3/10/2023(e) | 2,492 | 177,007 |

  48. 2023 Option Exercises and Stock Vested Table

    | ________________ | | (a) Amounts in this column reflect the number of shares vested multiplied by the closing market price per share on the vesting date or settlement date (or the immediately preceding trading day if the vesting or settlement date fell on a date on which there was no trading on the NYSE), as applicable, as follows: February 27, 2023, $77.25; and March 10, 2023, $71.03. | | (b) RSUs granted on February 27, 2019, 25% of which vested on February 27, 2023. | | (c) RSUs granted on February 25, 2020, 25% of which vested on February 27, 2023. | | (d) RSUs granted on February 23, 2021, 25% of which vested on February 27, 2023. | | (e) RSUs granted on March 10, 2022, 25% of which vested on March 10, 2023. |

  49. 2023 Nonqualified Deferred Compensation Table

    2023 Nonqualified Deferred Compensation Table The following table provides information regarding 2023 nonqualified deferred compensation for the named executive officers under our Officer Deferred Compensation Plan. None of our named executive officers had a balance under our Savings Restoration Plan (under which plan there are no matching Company contributions).

  50. 2023 Nonqualified Deferred Compensation Table

    | Name | Executive Contributions in 2023 ($)(a) | Company Contributions in 2023 ($)(b) | Aggregate Earnings in 2023 ($)(c) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at 12/31/2023 ($)(d) | | Mr. Ballotti | 195,127 | 195,127 | 1,533,500 | — | 7,466,717 | | Ms. Allen | 76,555 | 76,555 | 32,272 | — | 717,126 | | Mr. Cash | 60,959 | 60,959 | 88,649 | — | 1,012,172 | | Mr. Strickland | 54,476 | 54,476 | 4,583 | — | 59,779 | | Ms. Melancon | 130,160 | 50,756 | 64,990 | — | 462,339 |

  51. 2023 Nonqualified Deferred Compensation Table

    | ________________ | | (a) All amounts are included as 2023 compensation in the Summary Compensation Table above. Includes amounts applicable to 2023 annual incentive compensation paid in 2024. | | (b) All amounts are reported as 2023 compensation in the All Other Compensation Table above. Includes amounts applicable to 2023 annual incentive compensation paid in 2024. | | (c) Represents gains or losses in 2023 on investment of aggregate balance. | | (d) Salary and annual incentive compensation deferred under the Officer Deferred Compensation Plan, as well as Company contributions, are reported as compensation in the Summary Compensation Table for the respective year in which the salary or annual incentive compensation was paid or earned. The Aggregate Balance at 12/31/2023 does not include contributions or earnings related to the 2023 annual incentive compensation paid in 2024 (but for which the incentive payments are included in the executive and company contributions columns of this table). |

  52. 2023 Nonqualified Deferred Compensation Table

    Our Officer Deferred Compensation Plan and our Savings Restoration Plan are described above under Compensation Discussion and Analysis. The aggregate balances of the named executive officers are invested based on the executive’s investment election made at the time of enrollment. Executives may change their investment elections during the year. For 2023, we offered a range of investment options consisting of various mutual funds including money market, index, debt and equity funds.

  53. Potential Payments on Termination or Change in Control

    Potential Payments on Termination or Change in Control The following table describes the potential payments and benefits to which the named executive officers who served during 2023 would be entitled upon termination of employment or a change in control. The payments described in the table are based on the assumption that the termination of employment or change in control occurred on December 31, 2023.

  54. Potential Payments on Termination or Change in Control

    | Name | Termination Event | Cash Severance ($)(a) | Continuation of Medical Benefits ($)(b) | Acceleration of Equity Awards ($)(c) | Total Termination Payments ($) | | Mr. Ballotti | Voluntary Resignation, Retirement, Involuntary Termination for Cause | — | — | — | — | | | Death or Disability | — | — | 31,606,791 | 31,606,791 | | | Termination without Cause or Constructive Discharge | 8,993,741 | 47,730 | 21,208,514 | 30,249,985 | | | Qualifying Termination Following Change in Control | 8,993,741 | 47,730 | 31,606,791 | 40,648,262 | | Ms. Allen | Voluntary Resignation, Retirement, Involuntary Termination for Cause | — | — | — | — | | | Death or Disability | — | — | 7,595,050 | 7,595,050 | | | Termination without Cause or Constructive Discharge | 2,382,136 | 41,873 | 3,911,227 | 6,335,236 | | | Qualifying Termination Following Change in Control | 2,382,136 | 41,873 | 7,595,050 | 10,019,059 | | Mr. Cash | Voluntary Resignation, Retirement, Involuntary Termination for Cause | — | — | — | — | | | Death or Disability | — | — | 5,119,869 | 5,119,869 | | | Termination without Cause or Constructive Discharge | 1,919,190 | 47,730 | 3,097,236 | 5,064,156 | | | Qualifying Termination Following Change in Control | 1,919,190 | 47,730 | 5,119,869 | 7,086,789 | | Mr. Strickland | Voluntary Resignation, Retirement, Involuntary Termination for Cause | — | — | — | — | | | Death or Disability | — | — | 4,802,490 | 4,802,490 | | | Termination without Cause or Constructive Discharge | 1,989,106 | 39,370 | 2,498,341 | 4,526,817 | | | Qualifying Termination Following Change in Control | 1,989,106 | 39,370 | 4,802,490 | 6,830,966 | | Ms. Melancon | Voluntary Resignation, Retirement, Involuntary Termination for Cause | — | — | — | — | | | Death or Disability | — | — | 3,398,368 | 3,398,368 | | | Termination without Cause or Constructive Discharge | 1,600,620 | 46,924 | 1,849,430 | 3,496,974 | | | Qualifying Termination Following Change in Control | 1,600,620 | 46,924 | 3,398,368 | 5,045,912 |

  55. Potential Payments on Termination or Change in Control

    | ________________ | | (a) Cash severance payable upon a Qualifying Termination Following Change in Control assumes that the employment of the named executive officer was terminated on a change in control as a termination without cause or, as applicable, a constructive discharge. | | (b) Represents 18 months’ reimbursement for continued health plan coverage in accordance with COBRA if elected by the executive officer. | | (c) Calculated using closing price of Wyndham Hotels common stock on the NYSE on December 29, 2023 of $80.41. This table assumes that all unvested equity awards to which the executive would be entitled vested on December 31, 2023. Upon a change in control, all grants made under our 2018 Equity and Incentive Plan fully vest and any performance conditions imposed with respect to awards are deemed to be fully achieved in accordance with the terms of the applicable award agreement whether or not the executive’s employment is terminated. Upon a termination without cause or constructive discharge, the number of PSUs that each NEO would ultimately receive would be subject to performance achievement, but solely for purposes of this table, maximum performance achievement is assumed for our 2021 and 2022 PSU awards and target performance achievement is assumed for our 2023 PSU awards. |

  56. Potential Payments on Termination or Change in Control

    Accrued Pay. The amounts shown in the table above do not include payments and benefits, including accrued salary and annual incentive compensation, to the extent they are provided on a non-discriminatory basis to salaried team members generally upon termination of employment. Deferred Compensation. The amounts shown in the table do not include distributions of aggregate balances under the Officer Deferred Compensation Plan. Those amounts are shown in the Nonqualified Deferred Compensation Table above. Covered Terminations. The table assumes a termination of employment that is eligible for severance or other benefits under the terms of the named executive officers’ employment agreement and our 2018 Equity and Incentive Plan. • A termination of an executive officer is for cause if it is for any of the following reasons: the executive’s willful failure to substantially perform his or her duties as our employee (other than any such failure resulting from incapacity due to physical or mental illness); any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against us or the executive’s conviction of a felony or any crime involving moral turpitude (which conviction, due to the passage of time or otherwise, is not subject to further appeal); the executive’s gross negligence in the performance of his or her duties; or the executive purposefully or negligently makes (or has been found to have made) a false certification to us pertaining to our financial statements. • Under the employment agreements of Mr. Ballotti and Ms. Allen, a constructive discharge means the occurrence of any material breach or failure by us to fulfill our obligations under the executive’s employment agreement; any material reduction in base salary or target award opportunity under our annual incentive plan; any material diminution in the executive’s authority, duties or responsibilities; a required relocation of over fifty miles; not offering to renew his or her employment agreement on substantially similar terms prior to the end of the employment period; or an acquiring company does not agree to assume the executive’s employment agreement. • A without cause termination occurs if the executive’s employment is terminated other than due to death, disability or for cause. Acceleration of Equity Awards. Upon a change in control as defined in our 2018 Equity and Incentive Plan, grants made to all eligible team members, including the named executive officers, under the plan fully vest and any performance conditions imposed with respect to awards are deemed to be fully achieved. Under the individual agreements for awards, all awards fully vest on the death or disability of the named executive officer. The table does not reflect a reduction in shares that would be withheld for taxes on vesting. Under our 2018 Equity and Incentive Plan, a change in control generally means any person or persons (other than us, any fiduciary holding securities under a Company employee benefit plan or any of our subsidiaries) becomes the beneficial owner of 30 percent or more of our outstanding voting shares, a merger of Wyndham Hotels or any of our subsidiaries is consummated with another company, consummation of a plan of liquidation of the Company or at least 40 percent of our assets are sold (and following each of the foregoing events, a majority of our pre-change-in-control Board does not constitute a majority of the surviving or purchasing entity’s board); or individuals who presently make up our Board or who become members of our Board with the approval of at least two-thirds of our existing Board (other than a new Director who assumes office in connection with an actual or threatened election contest) cease to be at least a majority of the Board. Payments Upon Change in Control. For our named executive officers, severance payments in connection with a change in control are made only if the executive suffers a covered termination of employment. The table assumes that the employment of these executives was terminated on a change in control as a constructive discharge or termination without cause. Grants made under our 2018 Equity and Incentive Plan fully vest on a change in control, whether or not the executive’s employment is terminated.

  57. 2023 Pay Ratio Disclosure

    2023 Pay Ratio Disclosure We provide the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO. For purposes of determining our pay ratio for 2023, the median of the annual total compensation of all employees of our Company (other than our CEO) was $86,672 and the annual total compensation of our CEO was $10,674,900. Based on this information, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees for 2023 was 123 to 1. This pay ratio disclosure is a reasonable estimate calculated in a manner consistent with SEC rules and guidance. To identify this median, we used the following methodology: • We determined that, as of December 31, 2023, our employee population, including our full-time, part-time and temporary employees, consisted of approximately 2,247 individuals, with 1,154 of these individuals located in the U.S. and 1,093 located outside of the U.S. Our employee population also included those full-time, part-time and temporary employees who were employed on December 31, 2023, but who did not work for us the entire year. Under SEC rules which provide an exemption for a de minimis number of employees located outside of the U.S., we excluded a total of 99 non-U.S. employees1 from this employee population. For purposes of determining our pay ratio, our designated employee population (excluding the CEO) is comprised of a total of 2,147 employees, including 1,153 U.S. employees and 994 non-U.S. employees. • To identify the median employee, we compared the amount of annual base salary, overtime, cash incentive awards and bonus compensation for each employee in the designated employee population. This compensation measure was consistently applied to all such employees. • In making this determination, we annualized the compensation of approximately 300 full-time employees and 16 part-time employees who were employed on December 31, 2023, but who did not work for us for the entire year, including 1 part-time employee who was on furlough during 2023. In determining our pay ratio, we combined all of the elements of our median employee’s compensation for 2023 in accordance with the reporting requirements used for the Summary Compensation Table plus the value attributable to health benefits provided under our non-discriminatory benefit plans, resulting in the annual total compensation amount reported above. With respect to our CEO’s annual total compensation, we used the amount reported in the Total column in the 2023 Summary Compensation Table above plus the value attributable to health benefits provided under our non-discriminatory benefit plans.2

  58. 2023 Pay Ratio Disclosure

    | ________________ | | | 1 | We excluded the following number of employees from each of the following countries: 1 from each of Azerbaijan, Poland, Romania, Saudi Arabia, Sweden and Thailand; 2 from each of Colombia, France and Indonesia; 3 from each of Australia, Georgia, the Republic of Korea and Portugal; 5 from each of Greece and Spain, 13 from each of Brazil and Germany, 14 from the United Arab Emirates and 25 from India. | | 2 | As permitted by SEC rules, the amount attributable to these health benefits ($15,188) is not included in our CEO’s total compensation reported above in the 2023 Summary Compensation Table. |

  59. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last four completed fiscal years.

  60. Pay versus Performance Table – Compensation Definitions

    Pay versus Performance Table – Compensation Definitions The following table reports the compensation of our Principal Executive Officer (“PEO”) and the average compensation of the other Named Executive Officers (“Other NEOs”) as reported in the Summary Compensation Table for the past four fiscal years, as well as their “Compensation Actually Paid.” Compensation Actually Paid as reported in this section is calculated pursuant to recently adopted SEC rules, which require various adjustments be made to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The dollar amounts do not reflect the actual amount of compensation earned or received by the PEO or Other NEOs during the applicable year.

  61. Pay versus Performance Table

    Pay versus Performance Table

  62. Pay versus Performance Table

    | Year | Summary Compensation Table Total for PEO ($)(1)(2) | Compensation Actually Paid to PEO ($)(1)(3)(4) | Average Summary Compensation Table Total for Other NEOs ($)(5)(6) | Average Compensation Actually Paid to Other NEOs ($)(3)(4) | Value of Initial Fixed $100 Investment Based On: | | WH GAAP Net Income ($)(9) | WH EBIT Per Share, as adjusted ($)(10) | | | | | | | WH Total Shareholder Return ($)(7) | Peer Group Total Shareholder Return ($)(8) | | | | 2023 | 10,659,712 | 16,068,245 | 2,703,559 | 3,503,272 | 136.08 | 111.92 | 289 | 7.18 | | 2022 | 9,732,789 | 1,614,733 | 2,808,056 | 1,700,216 | 118.40 | 67.29 | 355 | 6.65 | | 2021 | 18,209,539 | 33,542,395 | 3,120,108 | 4,413,427 | 146.27 | 88.83 | 244 | 5.68 | | 2020 | 6,504,163 | 10,747,855 | 2,693,111 | 2,149,625 | 95.85 | 74.12 | (132) | 2.94 |

  63. Pay versus Performance Table

    (1) Chief Executive Officer Geoffrey A. Ballotti served as the PEO for all four years above and shall be referred to as “CEO” throughout the remainder of this section. (2) The dollar amounts reported are the amounts of total compensation reported for our CEO for each corresponding year in the “Total” column of the Summary Compensation Table. (3) Calculations of Compensation Actually Paid are reported in compliance with SEC rules which require certain adjustments be made to the Summary Compensation Table reported totals. Compensation Actually Paid does not necessarily represent cash and/or equity value transferred to the CEO or Other NEOs without restriction, but rather is a value calculated under the applicable SEC rules. In general, Compensation Actually Paid is calculated as Summary Compensation Table total compensation adjusted to include the fair value of equity awards as of December 31st of the applicable year or, if earlier, the vesting date (rather than the grant date). The calculation of Average Compensation Actually Paid to Other NEOs for the years 2022, 2021 and 2020 was adjusted to include amounts attributable to equity awards that were inadvertently excluded. The adjustments result in an increase of $340,742 for 2022, $15,137 for 2021 and $1,847 for 2020. Our CEO and Other NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included. The following table details these adjustments:

  64. Pay versus Performance Table

    | Year | Role(s) | Summary Compensation Table Total ($) | (Subtract) Original Grant Date Fair value of Stock Awards and Option Awards Granted in Year | Add Year- End Fair Value of Awards Granted in Year | Add/ (Subtract) Change in Fair Value of Equity Awards Granted in Prior Years | Add/ (Subtract) Change in Value of Vested Equity Awards | (Subtract) Value of Equity Awards that Failed to Meet Vesting Conditions | Add Value of Dividends or other Earnings Paid on Stock Awards or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Compensation Actually Paid | | 2023 | CEO | 10,659,712 | (6,999,979) | 7,281,608 | 4,163,401 | 636,429 | — | 327,074 | 16,068,245 | | | Other NEOs | 2,703,559 | (1,562,426) | 1,625,287 | 567,712 | 97,780 | — | 71,360 | 3,503,272 | | 2022 | CEO | 9,732,789 | (5,999,974) | 6,463,895 | (7,900,974) | (886,654) | — | 205,651 | 1,614,733 | | | Other NEOs | 2,808,056 | (1,706,121) | 1,642,813 | (1,001,586) | (88,987) | — | 46,041 | 1,700,216 | | 2021 | CEO | 18,209,539 | (14,600,000) | 20,613,575 | 7,932,664 | 1,199,193 | — | 187,424 | 33,542,395 | | | Other NEOs | 3,120,108 | (1,532,292) | 2,106,488 | 941,103 | 176,611 | (423,178) | 24,587 | 4,413,427 | | 2020 | CEO | 6,504,163 | (4,500,000) | 7,931,831 | 1,318,023 | (560,432) | — | 54,270 | 10,747,855 | | | Other NEOs | 2,693,111 | (1,291,667) | 1,258,115 | 145,302 | (234,199) | (428,953) | 7,916 | 2,149,625 |

  65. Pay versus Performance Table

    The table above does not reflect the LTIP modifier grants awarded in 2019 and 2020 in the form of PSUs. No original grant date fair value was attributable to these awards under ASC 718 due to the fact that no amount would have been earned under these awards at target performance and performance in excess of 100% of target performance was required for any PSUs to be earned. While the 2020 grant would have had a $0 impact on Compensation Actually Paid, the 2019 grant would have resulted in a downward adjustment of $(1,317,496) for our CEO and $(172,227) on average for our Other NEOs for 2020, with no further adjustments with respect to either award in 2021 and 2022. These awards have been excluded to avoid such a reduction in Compensation Actually Paid under the foregoing circumstances. (4) For 2023, the values of restricted stock units, performance stock units and stock options used to calculate Compensation Actually Paid reflect the following assumptions. The disclosure of ranges reflects the consolidation of different grant years into each covered fiscal year under the Pay Versus Performance disclosure. As such, each covered year includes awards granted in such year and awards granted in prior years that were either unvested and outstanding or had vested in such year. The fair value of stock options is estimated using a Black-Scholes option pricing model in accordance with the SEC rules. This model uses both historical data and current market data to estimate the fair value of options and requires several assumptions. The Company did not grant stock options during 2023.

  66. Pay versus Performance Table

    | | 2023 | | Restricted Share Units | | | Stock Price (1) | $71.31 – $81.40 | | Performance Share Units | | | Financial Metric Multiplier (2) | 100 – 200% | | Stock Options | | | Expected life (in years) | 0.3 – 1.9 years | | Volatility | 24.1 – 29.0% | | Expected dividend yield | 1.7 – 1.9% | | Risk-free rate | 4.6 – 5.3% |

  67. Pay versus Performance Table

    | ________________ | | (1) All our grants are made on the same date and vest on the same date. As such, the same stock price assumption covers RSUs, PSUs, and options. | | (2) Because each covered fiscal year in the Pay versus Performance disclosure incorporates grants made in different years, a range of multipliers is shown based on the payout expectations as of the applicable fiscal year end date or vesting date. | | (5) The Other NEOs in the 2023 reporting year are Michele Allen, Paul F. Cash, Scott Strickland and Monica Melancon. The Other NEOs in the 2022 reporting year are Michele Allen, Paul F. Cash, Lisa Checchio, and Scott Strickland. The Other NEOs in the 2021 reporting year are Michele Allen, Paul F. Cash, Lisa Checchio, Scott LePage and Mary R. Falvey. The Other NEOs in the 2020 reporting year are Michele Allen, Paul F. Cash, Mary R. Falvey, Lisa Checchio, Tom H. Barber and Robert D. Loewen. | | (6) The dollar amounts reported represent the average of the amounts reported for our company’s named executive officers as a group (excluding Mr. Ballotti) for each corresponding year in the “Total” column of the Summary Compensation Table. | | (7) Cumulative Total Shareholder Return represents the measurement period value of an investment of $100 in our stock on December 31, 2019, and then valued again on each of December 31, 2020, December 31, 2021, December 31, 2022 and December 31, 2023. | | (8) Consistent with the Stock Performance Graph included in the 2023 Form 10-K, and as permitted by SEC rules the peer group depicted is the S&P 500 Hotels, Resorts & Cruise Lines Index (consisting of Airbnb, Inc. (Class A common stock), Booking Holdings Inc., Carnival Corporation & plc, Expedia Group, Inc., Hilton Worldwide Holdings Inc., Marriott International, Inc., Norwegian Cruise Line Holdings Ltd., and Royal Caribbean Cruises Ltd.) Total Shareholder Return represents the measurement period value of an investment of $100 and includes the reinvestment of dividends. This reflects an incremental update to our prior year methodology, which did not include dividend reinvestment. | | (9) Values shown are in millions. | | (10) Earnings Before Interest and Taxes, or “EBIT per share,” as adjusted, is reflected for each respective fiscal year and was selected as the Company’s most important financial performance measure used to link Compensation Actually Paid to the CEO and Other NEOs, and additional information regarding how this measure is defined is reflected in the Compensation Discussion and Analysis on the pages referenced below. The unranked list of performance metrics is below and the use of each metric is further discussed in the “Compensation Discussion and Analysis” section of this Proxy Statement as shown in the Proxy Statement Reference column. |

  68. Pay versus Performance Table

    | Performance Metrics | Proxy Statement Reference | | EBIT per share, as adjusted | Compensation Discussion & Analysis – Long-Term Incentive Compensation (pp. 48-49) | | Adjusted EBITDA | Compensation Discussion & Analysis – Annual Incentive Compensation (p. 47) | | Net Room Growth | Compensation Discussion & Analysis – Annual Incentive Compensation (p. 47) |

  69. Relationships Between Compensation Actually Paid and Performance Measures

    Relationships Between Compensation Actually Paid and Performance Measures The graphs below reflect the relationships between the CEO and Average Other NEOs Compensation Actually Paid (“CAP”) and the Company’s cumulative indexed Total Shareholder Return (“TSR”), (assuming an initial fixed investment of $100), the Company’s TSR performance to peer group, and to GAAP Net Income and EBIT per share for each of the fiscal years ended December 31, 2020, 2021, 2022 and 2023: In accordance with certain requirements under Item 402(v) of Regulation S-K, the above graphs present the relationships as required between the Compensation Actually Paid measure and other performance measures. Our Compensation Committee remains deliberative about designing and implementing executive compensation programs that attract, retain and incentivize Company leadership to deliver strong results in the best long-term interests of our stockholders. These decisions are made independently of disclosure requirements. Our CEO and Other NEOs receive a significant portion of their pay in the form of equity compensation which remains very sensitive to stock price fluctuations. Compensation Actually Paid is a measure to be viewed alongside performance measures as an addition to the Company’s compensation strategy discussed elsewhere in the Compensation Discussion and Analysis, not in replacement thereof.