DEF 14A of Travel & Leisure Co., Apr 5, 2024

DEF 14A of Travel & Leisure Co.

Filed Apr 5, 2024 · FY20230001361658-24-000109

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS The Travel + Leisure Co. Board of Directors (Board) is comprised of a diverse, highly experienced and engaged group of individuals. The Board has nominated our nine current Directors for election at the Annual Meeting for a term expiring at the 2025 annual meeting of shareholders, consistent with the recommendation of the Corporate Governance Committee. Each Director nominee has agreed to be named in this proxy statement and if elected to serve until such Director’s successor is elected and qualified or until such Director’s earlier resignation, retirement, disqualification or removal. Accordingly, we do not know of any reason why any nominee would be unable to serve as a Director. If any nominee is unable or unwilling for good cause to serve, the shares represented by all valid proxies will be voted for the election of such other person as the Board may nominate to the extent permitted by applicable law or rule. The following table provides summary information about our Director nominees. Your Board recommends that you vote “FOR” the election of each of the nine nominees. Detailed biographical information about each Director nominee begins on page 5.

  2. PROPOSAL 1: ELECTION OF DIRECTORS

    | | | | Director | | Committee Member | | | | | Nominee Name & Biography Snapshot | | Age | Since | Independent | A | C | E | G | | | Stephen P. Holmes Non-Executive Chairman and former Chairman & CEO Travel + Leisure Co. (f/k/a Wyndham Worldwide Corp.) | 67 | 2006 | | | | + | | | | Louise F. Brady Co-founder and Managing Partner Piedmont Capital Partners, LLC, Piedmont Capital Partners II, LLC, and Piedmont Capital Investments, LLC | 59 | 2016 | ✓ | ● | + | | | | | Michael D. Brown President and Chief Executive Officer Travel + Leisure Co. | 53 | 2018 | | | | ● | | | | James E. Buckman Former Vice Chairman York Capital Management | 79 | 2006 | | | ● | ● | | | | George Herrera President and Chief Executive Officer Herrera-Cristina Group, Ltd. | 67 | 2006 | ✓ | ● | | | + | | | Lucinda C. Martinez Founder Lumark, LLC | 53 | 2021 | ✓ | | | | ● | | | Denny Marie Post Former Co-President Nextbite | 67 | 2018 | ✓ | | ● | | ● | | | Ronald L. Rickles Former Senior Partner Deloitte & Touche LLP | 72 | 2018 | ✓ | + | | | ● | | | Michael H. Wargotz Former Chairman Axcess Ventures | 65 | 2006 | ✓ | ● | ● | ● | | | Lead Director + Chair ● Member A Audit C Compensation E Executive G Corporate Governance | | | | | | | | |

  3. Director Biographies

    Director Biographies Included in the biography for each Director nominee is a description of select key qualifications and experience that led the Board to conclude that each nominee is qualified to serve as a member of the Board. All biographical information below is as of the Record Date.

  4. Director Biographies

    | | Stephen P. Holmes, 67, has served as the Non-Executive Chairman of the Board since May 2018. Mr. Holmes previously served as our Chairman and Chief Executive Officer from July 2006 until May 2018. Mr. Holmes was Vice Chairman and director of Cendant Corporation and Chairman and Chief Executive Officer of Cendant’s Travel Content Division from December 1997 to July 2006. Mr. Holmes was Vice Chairman of HFS Incorporated (HFS) from September 1996 to December 1997, a director of HFS from June 1994 to December 1997 and Executive Vice President, Treasurer and Chief Financial Officer of HFS from July 1990 to September 1996. Mr. Holmes also currently serves as the Non-Executive Chairman of the Board of Wyndham Hotels & Resorts, Inc. (Wyndham Hotels). Mr. Holmes’ exceptional leadership as our former CEO provides him with detailed strategic perspective and knowledge of our operations and industry that are critical to the Board’s effectiveness. He possesses extensive public company management experience and is widely recognized as a visionary leader in the global hospitality industry. Under Mr. Holmes’ leadership, we completed the spin-off of Wyndham Hotels and continue to focus our business on, among other things, generating significant earnings and cash flow and building world-renowned hospitality brands, all of which continue to increase shareholder value. Mr. Holmes’ specific experience, qualifications, attributes and skills described above led the Board to conclude that Mr. Holmes should serve as our Director. |

  5. Director Biographies

    | | Louise F. Brady, 59, has served as a Director since November 2016. She is a co-founder and has served as the Managing Partner of Piedmont Capital Partners, LLC (PCP), Piedmont Capital Partners II, LLC (PCP II), and Piedmont Capital Investments, LLC (PCI) since March 2013, March 2019 and February 2020, respectively. PCP and PCP II are privately held venture capital funds that focus on developing innovative technologies and PCI is a privately held investment entity that focuses on transformative investments in emerging technology companies. Ms. Brady has served on the board of directors of Comcast Corporation since 2023. She also currently serves on the boards of Blue Current, Inc., where she previously served as President from May 2014 to April 2022, Piedmont Triad Partnership and The Bryan Foundation, as co-chair of the advisory board of The Shuford Program in Entrepreneurship at University of North Carolina-Chapel Hill, and as co-chair of the board of directors of Shift-Ed. Ms. Brady has spent her career focused on leading investment strategies and unlocking growth and value through developing innovative technologies in start-up companies, commercial banking and venture capital portfolio management. Ms. Brady’s exceptional background and skills contribute financial expertise and perspective on innovation to our Board in areas that are important to our business. Ms. Brady’s specific experience, qualifications and skills described above led the Board to conclude that Ms. Brady should serve as our Director. |

  6. Director Biographies

    | | Michael D. Brown, 53, has served as our President and Chief Executive Officer (CEO) of Travel + Leisure Co., and is a member of its Board of Director. Mr. Brown is responsible for the performance, growth, and strategic direction of the world’s leading membership and leisure travel company with a portfolio of nearly 20 resort, travel club, and lifestyle travel brands. Mr. Brown joined the company in 2017, and in June 2018 led its subsequent evolution to Wyndham Destinations as an independent public company, globally headquartered in Orlando, FL, after spinning off Wyndham Hotels & Resorts. In 2021, Wyndham Destinations acquired the iconic Travel + Leisure brand and became Travel + Leisure Co., aligned with its strategy to be the world's leading membership and leisure travel company. Previously, Mr. Brown served as Chief Operating Officer at Hilton Grand Vacations (HGV) from 2014 to 2017. Prior to being appointed as COO for HGV, he held the role of Executive Vice President, Sales and Marketing-Mainland U.S. and Europe. Prior to joining HGV in 2008, Mr. Brown served in a series of leadership roles throughout the U.S., Europe and the Caribbean during his more than 16 years at Marriott International and Marriott Vacation Club International. A leisure travel industry veteran of more than 30 years, Mr. Brown’s leadership is infused with a combination of strategic vision, operational expertise, authentic engagement, and industry knowledge. In addition, Mr. Brown drives the Company's commitment to be responsive and engaged through socially conscious initiatives, and fosters its global spirit of hospitality and responsible tourism. Mr. Brown’s specific experience, qualifications and skills described above led the Board to conclude that Mr. Brown should serve as our Director. |

  7. Director Biographies

    | | James E. Buckman, 79, has served as a Director since July 2006 and Lead Director since March 2010. From May 2007 to January 2012, Mr. Buckman served as Vice Chairman of York Capital Management, a hedge fund management company headquartered in New York City. From May 1, 2010 to January 2012, Mr. Buckman also served as General Counsel of York Capital Management and from January 2007 to May 2007 he served as a Senior Consultant to York Capital Management. Mr. Buckman was General Counsel and a director of Cendant from December 1997 to August 2006, Vice Chairman of Cendant from November 1998 to August 2006 and Senior Executive Vice President of Cendant from December 1997 to November 1998. Mr. Buckman was Senior Executive Vice President, General Counsel and Assistant Secretary of HFS Incorporated (HFS) from May 1997 to December 1997, a director of HFS from June 1994 to December 1997 and Executive Vice President, General Counsel and Assistant Secretary of HFS from February 1992 to May 1997. Mr. Buckman has also served as a member of the Wyndham Hotels board of directors since May 2018. Mr. Buckman brings to the Board exceptional leadership, experience and perspective necessary to be our Lead Director. His service as a director, Vice Chairman and General Counsel of Cendant and a Director of Wyndham Hotels affords Mr. Buckman strong experience with Travel + Leisure Co.’s business and operations. Mr. Buckman’s experience with leading hedge fund manager York Capital Management contributes valuable cross-industry experience and depth of knowledge. Mr. Buckman’s specific experience, qualifications, attributes and skills described above led the Board to conclude that Mr. Buckman should serve as our Director. |

  8. Director Biographies

    | | George Herrera, 67, has served as a Director since July 2006. Since December 2003, Mr. Herrera has served as President and Chief Executive Officer of Herrera-Cristina Group, Ltd., a Hispanic-owned, multidisciplinary management firm. From August 1998 to January 2004, Mr. Herrera served as President and Chief Executive Officer of the U.S. Hispanic Chamber of Commerce. Mr. Herrera served as President of David J. Burgos & Associates, Inc. from December 1979 to July 1998. Mr. Herrera served as a director of Cendant from January 2004 to August 2006. Mr. Herrera provides the Board with exceptional leadership and management knowledge. As a Cendant director and a Director and Chair of the Corporate Governance Committee of Travel + Leisure Co., Mr. Herrera has gained a broad understanding of the role of the Board in our operations. Mr. Herrera’s service as chief executive officer of multidisciplinary management firm Herrera-Cristina Group, Ltd. contributes extensive and varied management, finance and corporate governance experience. His prior service as President and CEO of the U.S. Hispanic Chamber of Commerce brings valuable government relations expertise to the Board. Mr. Herrera’s specific experience, qualifications, attributes and skills described above led the Board to conclude that Mr. Herrera should serve as our Director. |

  9. Director Biographies

    | | Lucinda C. Martinez, 53, has served as a Director since November 2021. In May 2022, Ms. Martinez founded Lumark, LLC, a multicultural marketing consulting firm providing media clients with a culture-first strategic approach to driving awareness and engagement across targeted audiences through culturally aligned advertising and promotional tactics. Previously, Ms. Martinez was Vice President, Global Brand & Multicultural Marketing at Netflix, Inc., one of the world’s leading entertainment subscription services, from September 2021 through June 2022, and led the development, strategy and execution of brand transformation, audience engagement, and insight-driven brand positioning within a cultural context for Netflix globally. Prior to that, she spent nearly 20 years with Warner Media, a media company with a portfolio of iconic entertainment, news, and sports brands, in roles of increasing responsibility, including serving as Executive Vice President, Brand Marketing HBO and HBO Max from August 2020 to March 2021 and as Executive Vice President, Multicultural Marketing, Brand & Inclusion Strategy from September 2019 to August 2020. During her tenure with Warner Media, she built a best-in-class multicultural marketing team that created meaningful, long-term connections with the brand’s fans across the rapidly changing global marketplace. Ms. Martinez serves on the Board of Trustees of The Alvin Ailey American Dance Theater and on the Advisory Board of The Hispanic Scholarship Fund. Ms. Martinez is an accomplished media and entertainment industry executive with expertise in the global marketing of subscription businesses for two of the world’s most successful digital media companies, HBO and Netflix. She brings world-class experience in subscriber business development, digital and diverse marketing strategies, and brand management to the Board. Ms. Martinez's specific experience, qualifications, attributes and skills described above led the Board to conclude that Ms. Martinez should serve as our Director. |

  10. Director Biographies

    | | Denny Marie Post, 67, has served as a Director since May 2018. Ms. Post previously served as Co-President of Nextbite, a leader in virtual restaurants and a pioneer in online order management, from June 2022 to May 2023. She also served as the Chief Executive Officer of Red Robin Gourmet Burgers Inc., a casual dining restaurant chain, from August 2016 and as President from February 2016 until April 2019. She previously served as a member of the Red Robin Board of Directors. Prior to that, Ms. Post served as Executive Vice President and Chief Concept Officer of Red Robin beginning in March 2015. Ms. Post joined Red Robin in August 2011 as Senior Vice President and Chief Marketing Officer. Prior to her role at Red Robin, Ms. Post served as the Senior Vice President and Chief Marketing Officer at T-Mobile USA. Ms. Post previously held the roles of Senior Vice President of Global Beverage, Food and Quality for Starbucks Corporation as well as the Senior Vice President and Chief Concept Officer for Burger King. Ms. Post also held several management positions for KFC USA, KFC, Pizza Hut and Taco Bell Canada while she was employed with YUM! Brands, Inc. She also serves on the boards of Vital Farms (VITL), Bluestone Lane Holdings, and Libbey Glass. Ms. Post’s more than 30 years of senior management experience in the consumer driven industry brings extensive sales, marketing, product innovation and management and strategic team building expertise to Travel + Leisure Co. and this is of significant value to the Board. As a member of the Compensation and Governance Committees of Travel + Leisure Co., Ms. Post has gained a broad understanding of the role of the Board in our operations. Ms. Post’s prior service as chief executive officer of a publicly traded company contributes extensive leadership, marketing and brand management experience and provides the Board with expertise that is critical to our business. Ms. Post’s specific experience, qualifications, attributes and skills described above led the Board to conclude that Ms. Post should serve as our Director. |

  11. Director Biographies

    | | Ronald L. Rickles, 72, has served as a Director since May 2018. He was a senior partner with Deloitte & Touche LLP until his retirement in 2014. He served in a variety of leadership roles, including managing partner for the New Jersey offices and Northeast regional leader of the firm’s professional services practice for mid-market and privately held companies. Earlier serving as an audit partner for 30 years, Mr. Rickles was the lead partner serving some of the firm’s most significant clients with deep experience serving the hospitality industry (including timeshare), REITs, retailers, financial services companies and franchisors, including the legacy businesses of Travel + Leisure Co. Mr. Rickles has significant boardroom experience advising client audit committees on financial reporting, internal controls, investigations and corporate governance. He also has substantial experience and expertise working with and advising senior management on complex transactions, including mergers and acquisitions, sales, and capital market activities. Mr. Rickles’ service as Chair of the Audit Committee together with his extensive financial background and exceptional leadership experience provides the Board with financial accounting and management expertise and perspectives. Mr. Rickles’ specific experience, qualifications, attributes and skills described above led the Board to conclude that Mr. Rickles should serve as our Director. |

  12. Director Biographies

    | | Michael H. Wargotz, 65, has served as a Director since July 2006. Mr. Wargotz is a private investor, involved with various start-up ventures. From July 2011 to June 2017, he was the Chairman of Axcess Ventures, an affiliate of Axcess Worldwide, a brand experience marketing development agency, which he co-founded in 2001. From August 2010 to June 2011, Mr. Wargotz served as the Chief Financial Officer of The Milestone Aviation Group, LLC, a global aviation leasing company. From August 2009 to July 2010, Mr. Wargotz served as the Co-Chairman of Axcess Luxury and Lifestyle. From December 2006 to August 2009, Mr. Wargotz served as the Chief Financial Advisor of NetJets, Inc., a leading provider of private aviation services, and from June 2004 to November 2006, he served as Vice President of NetJets. From January 1998 to December 1999, Mr. Wargotz served in various leadership positions with Cendant, including President and Chief Executive Officer of its Lifestyle Division, Executive Vice President and Chief Financial Officer of its Alliance Marketing Segment and Senior Vice President, Business Development. Prior to 1998, Mr. Wargotz served in various finance and accounting positions at HFS Incorporated, PaineWebber & Co, American Express and Price Waterhouse. Mr. Wargotz served as a director of Quotient Technology Inc. from February 2023 to September 2023, Resources Connection, Inc. from May 2009 to October 2021, and CST Brands, Inc. from May 2013 to June 2017. Mr. Wargotz’s senior management experience brings to the Board financial enterprise and branding knowledge. As past Chair of the Audit Committee of Travel + Leisure Co., he contributes financial reporting and compliance expertise and perspective. Mr. Wargotz’s experience provides the Board with exceptional leadership and branding and business development expertise in areas that are critical to our business. Mr. Wargotz’s specific experience, qualifications, attributes and skills described above led the Board to conclude that Mr. Wargotz should serve as our Director. |

  13. Director Biographies

    | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS | | A VOTE FOR ALL OF THE DIRECTOR NOMINEES |

  14. Board of Directors

    Board of Directors The Board is the ultimate decision-making body of the Company, except for those matters reserved for shareholders by law or pursuant to the Company’s governance instruments and those matters delegated by the Board to management. The Board is committed to exercising sound corporate governance principles and has adopted Corporate Governance Guidelines that, along with the charters of the Committees of the Board, Director Independence Criteria, Code of Conduct for associates, and Code of Business Conduct and Ethics for Directors, provide the framework for our governance. Each document is available on the Investors page of our website at travelandleisureco.com/investors by clicking on the Governance menu followed by the Governance Documents link. The governance rules for companies listed on the New York Stock Exchange and those contained in the Securities and Exchange Commission (SEC) rules and regulations are reflected in the guidelines. The Board reviews these principles and other aspects of governance periodically.

  15. Compensation of Directors

    Compensation of Directors Highlights of Our Director Compensation Program. The following are highlights of our compensation program for non-management Directors: •On average, 64% of our Directors’ total annual compensation for 2023 was equity-based, aligning our Directors’ interests with the long-term interests of our shareholders. •Our Directors have the opportunity to defer all of their cash- and equity-based compensation under our Non-Employee Directors Deferred Compensation Plan. Amounts deferred under the plan are credited in the form of deferred stock units (DSUs) which are payable solely in shares of our common stock. DSUs are not paid out until the Director’s retirement or termination from service on the Board, thereby further aligning our Directors’ interests with the long-term interests of our shareholders. For 2023, our Directors elected to defer on average 48% of their total annual compensation. •Consistent with Travel + Leisure Co.’s philanthropic commitment, our non-management Directors are provided a three-for-one Company match for charitable contributions. We will match Director contributions $3 for every $1 contributed by the Director up to an aggregate maximum Company contribution of $75,000 per year. On average, 9% of our Directors’ total annual compensation for 2023 was attributable to this charitable match. •We maintain robust stock ownership guidelines which require our non-management Directors to own stock equal to the greater of 5x the cash portion of the annual retainer or 2.5x their total retainer value without regard to Committee fees. As of December 31, 2023, each of our Directors owned at least 12.6x the cash portion of their annual retainer and 6.3x their total retainer value, except for Ms. Martinez who joined our Board in November 2021 and has until November 2026 to achieve compliance. •Our 2006 Equity and Incentive Plan, as amended and restated, contains a shareholder-approved limit on the value of equity awards that can be granted to each non-management Director annually. •We do not pay any per-meeting fees. •We do not provide retirement benefits to our non-management Directors. •Our independent compensation consultant reviews our Director compensation program annually relative to our peer group and best practices. Overview. Non-management Directors receive compensation for Board service designed to compensate them for their Board responsibilities and align their interests with the interests of shareholders. A management Director receives no additional compensation for Board service. Directors of a publicly traded company have substantial responsibilities and time commitments, and with ongoing changes in corporate governance standards, highly qualified and experienced directors are in high demand. Accordingly, we seek to provide competitive and appropriate economic incentives for our Directors who play a critical and active role in overseeing the management of our Company and guiding our business strategy. Our Board has a total of nine members, seven of whom are independent. All of our independent Directors serve on at least one Committee. Our Director compensation program is designed to reasonably compensate our Directors for their qualifications and experience, continued performance, dedication, increased responsibilities and time commitment. Annual Review of Director Compensation. In November 2022, our independent compensation consultant, Aon, provided an independent review of our non-management Director compensation program. As part of this review, Aon assessed the elements of our program, including annual board retainers in cash and equity, fees for chairman and Committee service, and prevalence of features such as non-executive chairman and lead director pay and other compensation in the form of perquisites and benefits, and provided peer group data (using the peer group listed below in "Compensation Review and Competitive Analysis - Peer Group Composition for 2023") that presented annual retainer fees, Committee service pay, and annual equity grant value at the 25th, 50th and 75th percentile. Aon also assessed the prevalence of governance policies such as stock ownership guidelines and stock hedging/pledging. The Governance Committee reviewed the peer group data prepared by Aon and determined that our Directors' total direct compensation was generally aligned with the philosophy of targeting the top quartile of the peer group. As a result of this review, our 2023 Director compensation program remained consistent with our 2022 program. Annual Retainer Fees. The following table describes 2023 annual retainer and Committee chair and membership fees for non-management Directors for the full-year. Our Directors do not receive additional fees for attending Board or Committee meetings.

  16. Compensation of Directors

    | | Cash-Based | Stock-Based | Total | | Non-Executive Chairman | $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 |

  17. 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 Travel + Leisure Co. stock. The requirement for Directors to receive at least 50% of their fees in our equity further aligns their interests with those of our shareholders. For 2023, the number of shares of stock issued was based on our stock price on the quarterly determination date. Beginning for 2024, such awards are made on an annual basis rather than a quarterly basis and the number of shares of stock issued is based on our stock price on the annual determination date. Directors may elect to receive the stock-based portion of their fees in the form of common stock or deferred stock units (DSUs). Directors may also elect to defer any cash-based compensation or time-vesting restricted stock units (RSUs) into 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. The Director may not sell or receive value from any DSU prior to retirement or termination of service. Director Equity Awards. In addition to the annual retainer fees, to further align our Directors’ interests with those of our shareholders, each non-management Director is granted an annual equity award typically in the form of RSUs. On March 7, 2023, each of our non-management Directors received a $125,000 annual equity grant of time-vesting RSUs, which vest ratably over a four-year period. Beginning for 2024, the $125,000 annual director equity awards vest over a one-year period. RSUs are credited with dividend equivalents subject to the same vesting restrictions as the underlying units. Other Compensation. Consistent with Travel + Leisure Co.’s philanthropic commitment, we will match a non-management Director's qualifying charitable contributions $3 for every $1 contributed by the Director up to an aggregate maximum Company contribution of $75,000 per year. Six of our Directors chose to make qualifying charitable contributions in 2023, which we matched three times the amount of their personal contribution. This benefit to our non-management Directors reflects our core commitment to charitable giving. We also maintain a policy to award our non-management Directors up to a maximum of 500,000 Wyndham Rewards Points annually. 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 an opportunity to get ongoing, first-hand exposure to our properties and operations, furthering their understanding and evaluation of our businesses. Holmes Letter Agreement. In connection with the spin-off of Wyndham Hotels, effective as of May 31, 2018, the Board elected Stephen P. Holmes, who had served as the Chairman and CEO of the Company since July 2006, to the position of Non-Executive Chairman of the Board. In connection with his election as Non-Executive Chairman of the Board, on June 1, 2018, the Company entered into a letter agreement with Mr. Holmes (Holmes Letter Agreement), which provides him with an annual retainer of $320,000 (with $160,000 payable in the form of cash and $160,000 payable in the form of Travel + Leisure Co. common stock) as further described above. In addition, the Company agreed to pay Mr. Holmes the following amounts to assist him in the course of performing his duties and responsibilities to the Company: $18,750 per year toward his costs incurred in connection with retaining an administrative assistant and $12,500 per year toward his costs incurred in connection with office space. In addition, the Company also agreed to reimburse Mr. Holmes while he remains a Board member for 50% of the cost of his annual executive health and wellness physical ($5,500 in 2023). Director Stock Ownership Guidelines. The Corporate Governance Guidelines require each non-management Director to comply with Travel + Leisure Co.’s Non-Management Director Stock Ownership Guidelines. These guidelines require each non-management Director to beneficially own an amount of our stock equal to the greater of a multiple of at least 5x the cash portion of the annual retainer or 2.5x the total retainer value without regard to Board Committee fees. Directors have a period of five years after joining the Board to achieve compliance with this ownership requirement. DSUs and RSUs credited to a Director count towards satisfaction of the guidelines. As of December 31, 2023, all of our non-management Directors exceeded these stock ownership requirements, except for Ms. Martinez who joined our Board in November 2021 and has until November 2026 to achieve compliance.

  18. 2023 Director Compensation Table

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

  19. 2023 Director Compensation Table

    | Directors | Fees Paid in Cash ($) | Stock Awards ($)(a)(b) | All Other Compensation ($)(c) | Total ($) | | Louise F. Brady | — | 394,996 | 79,133 | 474,129 | | James E. Buckman - Lead Director | 152,579 | 277,400 | 79,133 | 509,112 | | George Herrera | 132,584 | 257,399 | 29,633 | 419,616 | | Stephen P. Holmes - Chairman | 170,047 | 294,937 | 40,883 | 505,867 | | Lucinda C. Martinez | 113,831 | 238,652 | 4,133 | 356,616 | | Denny Marie Post | 61,929 | 310,550 | 49,283 | 421,762 | | Ronald L. Rickles | 136,359 | 261,137 | 76,884 | 474,380 | | Michael H. Wargotz | 137,601 | 262,390 | 41,219 | 441,210 |

  20. 2023 Director Compensation Table

    (a)Represents the aggregate grant date fair value of stock awards computed in accordance with ASC 718. The grant date fair value for these stock awards is measured based on the closing price of our common stock on the date of grant. On March 7, 2023, each non-management Director was granted a time-vesting RSU award with a grant date fair value of $125,000, which vests ratably over four years. The remaining amount in each row represents the aggregate grant date fair value of retainer fees paid in the form of common stock and/or DSUs during the year. (b)Total shares of our common stock issuable for DSUs at December 31, 2023 were as follows: Ms. Brady, 56,318; Mr. Buckman, 103,259; Mr. Herrera, 42,687; Mr. Holmes, 28,668; Ms. Martinez 310; Ms. Post, 20,996; Mr. Rickles, 29,842; and Mr. Wargotz, 104,638. Total shares of our common stock issuable for unvested RSUs at December 31, 2023 were as follows: Ms. Brady, 5,838; Mr. Buckman, 5,838; Mr. Herrera, 5,838; Mr. Holmes, 5,838; Ms. Martinez 5,858; Ms. Post, 5,838; Mr. Rickles, 5,838; and Mr. Wargotz, 5,838. (c)Includes amounts attributable to charitable matching contributions made on behalf of the Director, the value of Wyndham Rewards Points and life insurance premiums paid by us as applicable. The value of charitable matching contributions were as follows: Ms. Brady $75,000; Mr. Buckman $75,000; Mr. Herrera, $25,500; Ms. Post $45,150; Mr. Rickles $73,536; and Mr. Wargotz, $34,500. Ms. Brady, Mr. Buckman, Mr. Herrera, Mr. Holmes, Ms. Martinez, and Ms. Post all received 500,000 Wyndham Rewards Points with an approximate value of $4,133. Mr. Rickles received 405,000 Wyndham Rewards Points with an approximate value of $3,348. Mr. Wargotz received 495,000 Wyndham Rewards Points with an approximate value of $4,092. Life insurance premiums paid by us under a legacy Wyndham Worldwide program were $2,627 for Mr. Wargotz. The amount for Mr. Holmes also includes $18,750 for the cost of an administrative assistant to assist him in performing his duties to the Company, $12,500 related to office space for use in performing his duties to the Company, and $5,500 for his executive health and wellness physical. The value of dividends is factored into the grant date fair value of our stock awards. Accordingly, dividends paid are not reflected in the table above. On occasion, a director’s spouse or other invited guests may accompany the director to a business function or on a Company-provided non-commercial aircraft (leased under timeshare or chartered) when the aircraft is in use for business purposes. In those cases, there generally has not been additional aggregate incremental cost to the Company and, as a result, no amount associated with such event or use is reflected in the "2023 Director Compensation Table."

  21. Key Compensation Actions for 2023

    | Executive | Base Salary | Target Annual Cash Incentive | | Long-Term Incentive Plans (LTIP) Target Fair Value | Target Total Direct | | Michael Brown | $1,310,500 | 175% | $2,293,375 | $9,800,000 | $13,403,875 | | Michael Hug | $649,549 | 85% | $552,117 | $3,600,000 | $4,801,666 | | Geoff Richards | $610,428 | 85% | $518,864 | $3,500,000 | $4,629,292 | | Jeffrey Myers | $573,735 | 100% | $573,735 | $3,500,000 | $4,647,470 | | Olivier Chavy | $649,549 | 85% | $552,117 | $2,600,000 | $3,801,666 |

  22. Total Compensation Strategy

    Total Compensation Strategy Our Total Compensation Strategy is designed to achieve the following objectives: •Attract, retain and motivate high-performing senior management talent. We believe that attracting and retaining high-performing senior managers is integral to our ongoing success. Our named executive officers possess extensive experience in our businesses and the hospitality industry segments in which we compete and demonstrate the exceptional leadership skills and commitment to excellence that we believe are critical to our Company. Accordingly, our Total Compensation Strategy is designed in part to promote a long-term commitment from our named executive officers. •Provide our executives with compensation that is consistent and competitive with compensation provided by comparable hospitality, service and leisure companies. As described below, the Committee reviews benchmark data from our peer group as well as general industry compensation reference information. The Committee does not view this benchmark as a rigid standard. We also provide our named executive officers with welfare and retirement benefits which are reviewed on a Company-wide basis. •Support a high-performance environment by linking compensation with performance. We focus on deploying capital for the highest appropriate returns. Ultimately, our business objective is to grow our business while optimizing cash flow and adjusted EBITDA. Consistent with these goals, we believe a significant portion of our executive compensation should be contingent on actual results. Accordingly, compensation levels are strongly influenced by corporate, business unit and individual performance. •Support a long-term focus for our executives that aligns with shareholder interests. Long-term incentive compensation is intended to align the interests of our named executive officers with those of our shareholders as well as support our goal of retaining key leaders.

  23. Compensation Review and Competitive Analysis

    Compensation Review and Competitive Analysis 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 high-performing senior managers. 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 U.S. 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 and succession planning. Annually, the Compensation Committee reviews total compensation market data provided by Aon. The Committee reviews and approves the peer group used for comparisons prior to commencement of the pay study. The following peer group development criteria were used to develop competitive market values to assist with fiscal year 2023 pay decisions: • Industry: Similar to Travel + Leisure Co. (e.g., vacation ownership, time share, hospitality services, resort operations); • Company size: Approximately 0.33x to 3x Travel & Leisure's annual revenues, with a secondary focus on market capitalization; • Peers: Companies using Travel + Leisure Co. in their compensation peer group; • Peers of peers: Companies used in the peer groups of potential peer companies; and • Competitors: Companies that compete with Travel + Leisure Co. for business and management talent. Peer Group Composition for 2023. The following peer companies comprised the peer group used by the Compensation Committee for our named executive officer compensation determinations.

  24. Compensation Review and Competitive Analysis

    Peer Group Composition for 2024. In August 2023, the Committee reviewed our peer group composition. As a result of this review and the recommendation of our compensation consultant, the Committee determined to make the following change to our peer group effective for 2024: Live Nation Entertainment was removed for reasons related to size. Peer Review. Our compensation consultant’s review of the 2023 peer group compensation included the following compensation elements using the most recently filed proxy statements for each peer company: base salary, annual incentive compensation, long-term incentive compensation, total cash compensation and total compensation. Peer data was supplemented with general industry data also provided by our compensation consultant. Consistent with our Total Compensation Strategy, we broadly target total compensation at competitive levels versus the peer group. Our compensation consultant advised management and the Committee that our named executive officer compensation packages are competitive with our peer group and the elements of compensation we provide our named executive officers are consistent with the compensation elements provided by our peer group companies. This comparative review is used only as a broad competitive reference point. The Committee does not employ a rigid benchmarking standard because the Committee does not believe that categorical guidelines or formulae are appropriate for determining the mix or levels of compensation for our named executive officers. The Committee views this comparative review as one factor in making compensation decisions for our named executive officers as it does not account for other factors such as challenges we face as a company, individual past and expected future performance, leadership ability, recruiting and retention needs, succession planning, experience or scope of responsibility.

  25. Annual Incentive Compensation

    Annual Incentive Compensation Consistent with our Total Compensation Strategy, we provide cash-based annual incentive compensation designed to create incentives for the named executive officers to drive our short-term financial and operating performance and thus create value for our shareholders. On an annual basis, in the first quarter, management has typically recommended and the Committee has approved a target award, generally expressed as a percentage of each executive’s base salary, that includes a combination of factors to determine potential annual incentive compensation for our named executive officers, including Company (corporate) and/or business unit Earnings Before Interest Taxes Depreciation and Amortization (EBITDA), as adjusted, a standard measure of our profitability. An executive’s annual incentive compensation varies and may be higher or lower than target annual incentive compensation depending on corporate and/or business unit performance and achievement against additional factors. The minimum payout opportunity for performance at threshold is 25% of the target award. For 2023, the maximum payout opportunity for our named executive officers under the annual incentive compensation program is 200% of the target award. There is no payout for performance below threshold. The adjusted EBITDA targets for the Company and its business units are recommended by management subject to approval by the Committee considering operating budgets that reflect our strategic plan. Adjusted EBITDA may reflect certain items which in our view do not reflect ongoing performance such as restructuring costs and impairments, the categories of which are specified at the outset of the performance period. Following the completion of each year, the Committee reviews the corporate and business unit operating results achieved against the pre-established performance targets approved by the Committee. 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 corporate or business unit 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 all or a portion of the executive’s annual incentive compensation award. In exceptional circumstances, the Committee may use its discretion to increase an executive’s annual incentive compensation based on individual performance up to the maximum 200% of target award opportunity. 2023 Annual Incentive Program. In March 2023, the Committee approved our annual cash incentive program design based 90% on Adjusted EBITDA and 10% on individual strategic goals for the CEO and his direct reports. Adjusted EBITDA is measured on consolidated business (corporate) and business unit adjusted EBITDA targets for our 2023 annual incentive program with the pre-established performance tiers ranged from 90% up to 106.5% of the Adjusted EBITDA target for the consolidated business and each business unit. Corresponding payout opportunity levels range, respectively, from 25% of the target award up to a maximum of 200% of the target award. Payout level is interpolated where performance is achieved between the specified performance tiers subject to the maximum payout. Performance achievement below 90% of the adjusted EBITDA target for the corporation or a business unit results in no payout with respect to any portion of the award based on such corporate or business unit’s performance. Strategic goals are set on measurable performance metrics specific to each individual NEO's area of responsibility. The annual cash target incentive opportunities as a percentage of base salary for our NEOs remained the same from 2022 to 2023. Threshold, target and maximum payout levels for our NEOs as a percentage of salary, as approved by the Compensation Committee, are set forth in the table below.

  26. Annual Incentive Compensation

    | Executive | Threshold (25% of Target) | Target | Maximum (200% of Target) | | Michael D. Brown | 43.75% | 175% | 350% | | Michael A. Hug | 21.25% | 85% | 170% | | Geoff Richards | 21.25% | 85% | 170% | | Jeffrey Myers | 12.50% | 50% | 100% | | Olivier Chavy* | 21.25% | 85% | 170% |

  27. Annual Incentive Compensation

    Each NEO's annual cash incentive components, weightings and strategic goals for the 2023 fiscal year are set forth below.

  28. Annual Incentive Compensation

    | Executive | Travel + Leisure Co Adjusted EBITDA Weighting | Business Unit Adjusted EBITDA Weighting | Strategic Goal Weighting | Strategic Goal Measure | | Michael D. Brown | 90% | | 10% | Complete M&A/Brand Partnership Deals | | Michael A. Hug | 90% | | 10% | Reduction of G&A expense | | Geoff Richards | 60% | 30% | 10% | Inventory on balance sheet as of 12/31/2023 | | Jeffrey Myers | 60% | 30% | 10% | Growth of Virtual Sales | | Olivier Chavy* | 60% | 30% | 10% | Growth of RCI Members |

  29. Annual Incentive Compensation

    *Mr. Chavy terminated prior to plan payout and thus received no payment under the plan.

  30. 2023 Financial Performance Targets and Results (weighted 90%)

    | Business Unit | Target Adjusted EBITDA (millions) | Actual Adjusted EBITDA (millions) | Performance | Payout Ratio | | Travel + Leisure Co. | $962.0 | $907.7 | 94.4% | 43.1% | | Wyndham Destinations North America | $695.5 | $677.9 | 97.5% | 68.3% | | Travel and Membership | $285.0 | $247.4 | 86.8% | —% |

  31. 2023 Strategic Goals and Results (weighted 10%)

    | Executive | Strategic Goal Measure | Payout Level | Payout Ratio | | Michael D. Brown | Complete M&A/Brand Partnership Deals | Target | 100% | | Michael A. Hug | Reduction of G&A expense | Maximum | 200% | | Geoff Richards | Inventory on balance sheet as of 12/31/2023 | Threshold | 25% | | Jeffrey Myers | Growth of Virtual Sales | Below Threshold | —% | | Olivier Chavy* | Growth of RCI Members | Below Threshold | —% |

  32. Overall Payout Results for 2023

    Overall Payout Results for 2023 The Corporate Business Unit and specific strategic goals and actual performance results under the annual cash incentive program for the fiscal year ended December 31, 2023 are outlined in the table below. In 2023, the Company was challenged by headwinds in the Travel and Membership segment. This segment continued to lag expectations due to lower exchange propensity and slower than anticipated ramp up of travel clubs. In order to offset these challenges, in the fourth quarter of 2023 management made structural and operational changes to reduce Travel and Membership cost structure, while maintaining focus on driving transactions in both exchange and travel clubs. These changes occurred by the end of 2023 allowing us to enter 2024 more streamlined. Given the high impact from these exceptional actions taken, the Committee approved modest positive discretion to annual incentive payments for members of the Executive Committee other than the CEO equal to 9.4% of annual AIP target under the Annual Incentive Plan. Annual incentive plan payments, inclusive of positive discretion, were below target.

  33. Total Payout

    Total Payout

  34. Total Payout

    | Executive | Payout % | Total Target | Total Payout | | Michael D. Brown | 48.8% | $2,280,058 | $1,112,668 | | Michael A. Hug | 68.2% | $548,917 | $374,581 | | Geoff Richards | 58.3% | $515,857 | $300,951 | | Jeffrey Myers | 55.8% | $285,205 | $159,258 |

  35. Total Payout

    Based on his role as Chief Sales and Marketing Officer, Mr. Myers continues to participate in a sales incentive plan. His annual incentive award under our annual compensation program accounts for 50% of his annual cash bonus opportunity while his sales incentive cash bonus accounts for the remaining 50% of his cash bonus opportunity. This 2023 sales incentive plan paid out at 88.3% of target level measured against targets for Net Operating Income, New Owner Revenue and Cost Management for Wyndham Vacation Clubs North America. These targets, established in the first quarter of 2023, were deemed to be challenging but achievable. Under this incentive plan, Mr. Myers is eligible to be paid up to 200% on each metric based on plan performance in the given year with any amount greater than 200% on each metric to be paid equally over the following 2 years if continued service requirements are met. The Non-Equity Incentive Plan and Bonus columns of the Summary Compensation Table list the annual incentive compensation we paid our named executive officers for 2023.

  36. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Consistent with our Total Compensation Strategy, we provide our named executive officers with long-term incentive compensation designed to drive stock price appreciation, to reward long-term business plan delivery aligned with shareholder interests and to promote executive retention. Accordingly, our long-term incentive compensation for our named executive officers generally focuses on aligning their interests with those of shareholders, achieving competitiveness with the external market, rewarding key talent contributions and retention. Long-term incentive compensation awards are granted under our 2006 Equity and Incentive Plan, as amended and restated. Our compensation consultant and the Committee periodically review our plan design to confirm its consistency with our peers with respect to items such as long-term incentive mix prevalence and vesting provisions. As a general matter, management annually recommends to the Committee an aggregate budget available for long-term incentive compensation. Long-term incentive compensation is recommended by management (other than for our CEO) and reviewed and granted by the Committee to the named executive officers based on individual performance review, scope of responsibility and future potential. Elements of individual performance considered by the Committee in such review include consolidated or business unit results of operations, achievement of strategic objectives and demonstrated leadership. 2023 Long-Term Incentive Plan Awards: On March 7, 2023, the Committee approved increased LTIP awards more heavily weighted toward performance for our CEO and his leadership team. The 2023 target LTIP Award for our CEO is in the form of 55% PSUs and 45% time-vesting RSUs. The other named executive officer awards are in the form of approximately 55% time-vesting RSUs and 45% PSUs on average. PSUs are to be earned based on achievement level of a three-year cumulative adjusted EPS financial metric for the performance period 2023 to 2025. RSUs vest ratably over four years, subject to continued employment. Management and the Committee believe that cumulative adjusted EPS is an appropriate multi-year profitability measure that is complementary to our short term bonus performance metric, adjusted EBITDA, and a strong indicator of the value we return to our shareholders. The three-year targets for cumulative adjusted EPS are set to generally align with our strategic growth plan. We generally do not disclose forward-looking goals before the close of the performance period as it is competitively sensitive information. We intend to disclose these 2023 PSU goals following the end of the performance period, at which time achievement against performance goals will be determined.

  37. LTIP Performance Stock Units Awarded in 2021

    LTIP Performance Stock Units Awarded in 2021 To motivate our executives to accelerate growth during the post-COVID-19 ramp up, the Committee awarded 2021 PSUs in the form of an LTIP Modifier. Our CEO was granted an award in the form of additional LTIP Modifier PSUs (Modifier PSUs) that provide the opportunity to earn up to an additional 50% of his target LTIP award. Our other named executive offers were awarded Modifier PSUs that provide the opportunity to earn up to an additional 25% of their respective target LTIP awards. These are maximum award levels and as such, the vesting of these PSUs was contingent on achieving a stretch goal that requires premium performance in excess of target based on adjusted EPS achieved in the third year of a three-year performance period. No portion of these Modifier PSUs would vest for performance achievement at or below the adjusted EPS target. Maximum achievement was established at 110% of target. In March 2021, the Committee took into consideration the continuing uncertainty related to the global pandemic and the challenge of setting targets in the near term. In response, the Committee set an adjusted EPS target measured only for the third year of the three-year performance period to motivate accelerated growth levels and incentivize long-term performance.

  38. Financial Targets for 2021 PSU Awards covering the 2023 performance period

    Financial Targets for 2021 PSU Awards covering the 2023 performance period

  39. Financial Targets for 2021 PSU Awards covering the 2023 performance period

    | Premium Performance Scale | | | | | | | | Performance | (Threshold) 100% of 2023 Target | 102.5% of Target | 105.0% of Target | 107.5% of Target | (Maximum) 110% of Target | Actual Performance | | Adjusted EPS | $5.05 | $5.18 | $5.30 | $5.43 | $5.56 | $5.70 | | Achievement | —% | 25% | 50% | 75% | 100% | 100% |

  40. Compensation Actions for 2024

    Compensation Actions for 2024 Early in March 2024, the Committee took several actions with respect to our executive compensation program, to support a high performance environment. •2024 Annual Incentive Plan: The 2024 Annual Incentive Plan design is consistent with the 2023 design in that we will continue with performance goals measured against corporate and business unit adjusted EBITDA targets for the CEO and senior leadership team reporting directly to the CEO. For 2024, management recommended and the Committee approved adjusted EBITDA weighting increasing from 90% to 100% to further align the named executive officers with shareholders in continuing to emphasize adjusted EBITDA delivery through execution of our annual plan. •2024 Long-Term Incentive Plan Awards: For 2024, the Committee approved LTIP awards for the CEO and named executive officers aligned with the award mix set in 2022. The 2024 target LTIP Award for our CEO consists of 50% PSUs and 50% time-vesting RSUs. The other named executive officer awards consist of 25% PSUs and 75% time-vesting RSUs. PSUs will be measured on an adjusted EPS financial metric for the performance period 2024 to 2026. For each calendar year ending December 31, 2024, 2025 and 2026, the Compensation Committee will establish a “target” level of adjusted EPS to be achieved for such year with targets set in the first quarter of each year. The percentage at which each year's target has been achieved will be averaged following the end of the full three-year performance period in order to calculate the cumulative percentage of achievement of the overall adjusted EPS goal. The number of PSUs earned will be calculated as the target number of PSUs multiplied by the three-year average performance achievement as a percentage of target subject to continued employment through the last day of the three-year performance period. The Committee also approved implementation of a retirement provision in the terms of our long-term incentive equity plan to incentivize our senior leaders to plan for succession in the case of retirement from the Company. The provision applies to all participants in the long-term incentive equity plan who provide notice of retirement upon meeting requirements of 62 years of age and 10 years of service. •2024 CEO At-Risk Pay Mix: On March 12, 2024, the Committee approved an annual target total direct compensation package for our CEO consisting of the following ongoing elements: base salary (10%), target annual cash incentive award (16%) and target LTIP award (74%). His annual target LTIP awards include a mix of 50% PSUs and 50% time-vesting RSUs. Of our CEO's target annual total direct compensation for 2024, 90% is variable and at-risk in the form of annual cash incentive and LTIP awards and 54% is contingent upon performance metrics in the form of annual cash incentive and PSUs.

  41. 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, annual cash incentive compensation and annual cash sales incentive compensation. The executive makes an irrevocable deferral election prior to the beginning of the calendar year. The executive may elect a single lump-sum payment of his or her account or may elect payments in annual installments 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 in the Nonqualified Deferred Compensation Table. 401(k) Plan. We provide all employees, including our named executive officers, with a 401(k) plan after thirty (30) days of service. Our 401(k) plan permits named executive officers to defer base salary, subject to applicable Internal Revenue Code dollar limits. We provide named executive officers and other participants a Company match of base salary contributed up to 6% of base salary after one year of service as permitted under the plan and subject to applicable IRC dollar limits. The Company match is 100% vested.

  42. 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 performance-based equity awards, 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 payments and terms are discussed more specifically below under “Agreements with Named Executive Officers” and “Potential Payments on Termination or Change-in-Control.” The severance terms for the named executive officers were established in connection with their employment agreements and employment letters consistent with peer group market practices. 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 peer group data review.

  43. Change-in-Control Arrangements

    Change-in-Control Arrangements In the event of a change-in-control of Travel + Leisure Co., 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 employees, 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 under “Agreements with Named Executive Officers” and “Potential Payments on Termination or Change-in-Control.” The change-in-control terms concerning cash severance pay for the named executive officers established in connection with their employment agreements are generally consistent with peer group market practices. Since a potential change-in-control transaction generally results in increased shareholder value, the Committee believes that it is important to provide incentives to motivate the named executive officers to pursue and complete a potential transaction 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 peer group data review.

  44. 2023 Summary Compensation Table

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

  45. 2023 Summary Compensation Table

    | Name & Principal Position | Year | Salary ($) | Bonus ($) (b) | Stock Awards ($)(a) | Option Awards ($)(a) | Non-Equity Incentive Plan Compensation ($)(b) | All Other Compensation ($)(c) | Total ($) | | Michael D. Brown | 2023 | 1,300,792 | — | 9,799,932 | — | 1,112,668 | 210,686 | 12,424,078 | | President and Chief Executive Officer | 2022 | 1,248,466 | — | 7,699,986 | — | 2,291,768 | 362,884 | 11,603,104 | | | 2021 | 1,155,396 | — | 4,999,955 | 2,139,990 | 2,021,230 | 303,994 | 10,620,565 | | Michael A. Hug | 2023 | 644,759 | 51,818 | 3,599,936 | — | 322,763 | 137,194 | 4,756,470 | | Chief Financial Officer | 2022 | 618,862 | — | 2,399,928 | — | 538,597 | 142,323 | 3,699,710 | | | 2021 | 587,108 | — | 2,149,960 | — | 580,929 | 138,260 | 3,456,257 | | Geoffrey Richards | 2023 | 605,922 | 48,697 | 3,499,970 | — | 252,254 | 131,912 | 4,538,755 | | Chief Operating Officer, Wyndham Destinations | 2022 | 582,615 | — | 2,249,936 | — | 635,825 | 149,978 | 3,618,354 | | | 2021 | 546,820 | — | 1,999,982 | — | 541,810 | 137,956 | 3,226,568 | | Jeffrey Myers | 2023 | 569,503 | 26,923 | 3,499,970 | — | 384,402 | 132,393 | 4,613,191 | | Chief Sales and Marketing Officer, Wyndham Destinations | 2022 | 548,586 | — | 2,249,936 | — | 856,549 | 171,350 | 3,826,421 | | | 2021 | 528,640 | — | 1,999,982 | — | 604,966 | 121,088 | 3,254,676 | | Olivier Chavy (d) | 2023 | 644,753 | — | 2,599,933 | — | — | 114,404 | 3,359,090 | | President, Panorama and Travel + Leisure Clubs | 2022 | 618,850 | — | 1,599,952 | — | 496,414 | 128,277 | 2,843,493 | | | 2021 | — | — | — | — | — | — | — |

  46. 2023 Summary Compensation Table

    (a)Represents the aggregate grant date fair value of equity awards computed in accordance with ASC 718. The grant date fair value for RSU and PSU awards is measured based on the closing price of our common stock on the date of grant. A discussion of the assumptions used in calculating the fair value of option awards may be found in Note 21 to our 2023 audited financial statements in the Form 10-K filed with the SEC on February 21, 2024. The amount in the stock awards column reflects the grant date fair value of time-vesting RSUs and of PSUs at target granted under the 2023 LTIP. The grant date fair value of PSUs granted in 2023 assuming maximum performance achievement under award terms is as follows: Mr. Brown, $10,799,936; Mr. Hug, $2,999,926; Mr. Richards, $2,949,985; Mr. Myers, $2,949,985; Mr. Chavy, $2,499,924. (b)For 2023, the amount shown in "Non-Equity Incentive Plan Compensation" reflects annual incentive compensation for 2023, paid in 2024 and for Mr. Myers, also includes sales incentive compensation earned in 2023. The total payout for Mr. Myers under the sales incentive plan for 2023 was $252,067. The amount shown in "Bonus" reflects Committee approved use of positive discretion of 9.4% of the AIP target under the Annual Incentive Plan for the members of the Executive Committee below CEO. A description of the exceptional actions taken is provided in the "Annual Incentive Compensation" section above. (c)See All Other Compensation Table for a description of compensation included in this column. (d)Information is not reported for Mr. Chavy for 2021 because 2022 was his first year as a named executive officer.

  47. 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.

  48. 2023 Grants of Plan-Based Awards Table

    | Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Possible Payouts Under Equity Incentive Plan Awards (a) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (b) | Grant Date Fair Value of Stock and Option Awards (c) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Mr. Brown | 3/7/2023 | | | | | | | 104,314 | 4,399,964 | | | 3/7/2023 | | | | 32,005 | 128,022 | 256,044 | | 5,399,968 | | | (d) | 570,015 | 2,280,058 | 4,560,116 | | | | | | | Mr. Hug | 3/7/2023 | | | | | | | 49,786 | 2,099,973 | | | 3/7/2023 | | | | 8,890 | 35,561 | 71,122 | | 1,499,963 | | | (d) | 137,229 | 548,917 | 1,097,834 | | | | | | | Mr. Richards | 3/7/2023 | | | | | | | 48,008 | 2,024,978 | | | 3/7/2023 | | | | 8,742 | 34,969 | 69,938 | | 1,474,992 | | | (d) | 128,964 | 515,857 | 1,031,714 | | | | | | | Mr. Myers | 3/7/2023 | | | | | | | 48,008 | 2,024,978 | | | 3/7/2023 | | | | 8,742 | 34,969 | 69,938 | | 1,474,992 | | | (d) | 119,852 | 570,799 | 1,141,598 | | | | | | | Mr. Chavy | 3/7/2023 | | | | | | | 32,005 | 1,349,971 | | | 3/7/2023 | | | | 7,408 | 29,634 | 59,268 | | 1,249,962 | | | (d) | 137,229 | 548,917 | 1,097,834 | | | | | |

  49. 2023 Grants of Plan-Based Awards Table

    (a)The amounts in these columns represent the threshold, target and maximum number of shares that may be earned under PSU awards granted on March 7, 2023. PSUs are subject to vesting based on achievement against pre-established performance metric, cumulative adjusted Diluted Earnings Per Share (EPS), measured over the three-year performance period (January 1, 2023 to December 31, 2025). Participants do not earn any shares for performance below threshold. (b)Represents a grant of RSUs which vest ratably over a period of four years on each anniversary of March 10, 2023. (c)Represents the aggregate grant date fair value of equity awards computed in accordance with ASC 718. Grant date fair value of PSUs is based on the probable outcome on the grant date (the target number of PSUs awarded). (d)Represents potential threshold, target and maximum annual incentive compensation under the 2023 annual incentive program. Amounts actually paid for 2023 are reported in the Non-Equity Incentive Plan Compensation column and Bonus column of the Summary Compensation Table. Potential threshold, target and maximum for Mr. Myers includes amounts for annual incentive compensation and his continued participation in the sales incentive plan. Under our 2006 Equity and Incentive Plan, as amended and restated, all grants set forth in the table fully vest on a change-in-control. Dividends paid on our common stock are paid in cash only to the extent the underlying RSUs and PSUs vest.

  50. 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.

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

    | Name | Grant Date | Option Awards | | | | Stock Awards | | | | | | | 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. Brown | 6/1/2018 | 294,811 | — (b) | $48.71 | 6/1/2024 | | | | | | | 3/7/2019 | 139,198 | — (c) | $44.38 | 3/7/2029 | | | | | | | 3/4/2020 | 167,640 | 55,881 (d) | $41.04 | 3/4/2030 | | | | | | | 3/4/2020 | — | 343,406 (e) | $41.04 | 3/4/2030 | | | | | | | 3/3/2021 | 56,703 | 56,704 (f) | $59.00 | 3/3/2031 | | | | | | | 3/4/2020 | | | | | 5,940 (g) | $232,195 | | | | | 3/3/2021 | | | | | 42,373 (h) | $1,656,361 | | | | | 3/1/2022 | | | | | 54,615 (i) | $2,134,900 | | | | | 3/7/2023 | | | | | 104,314 (j) | $4,077,634 | | | | | 3/3/2021 | | | | | | | 60,508 (l) | $2,365,258 | | | 3/1/2022 | | | | | | | 145,640 (m) | $5,693,068 | | | 3/7/2023 | | | | | | | 32,005 (n) | $1,251,075 | | Mr. Hug | 6/1/2018 | 58,962 | — (b) | $48.71 | 6/1/2024 | | | | | | | 3/7/2019 | 55,679 | — (c) | $44.38 | 3/7/2029 | | | | | | | 3/4/2020 | 55,449 | 18,484 (d) | $41.04 | 3/4/2030 | | | | | | | 3/4/2020 | | | | | 6,549 (g) | $256,000 | | | | | 3/3/2021 | | | | | 18,220 (h) | $712,220 | | | | | 3/1/2022 | | | | | 25,534 (i) | $998,124 | | | | | 3/7/2023 | | | | | 49,786 (j) | $1,946,135 | | | | | 3/3/2021 | | | | | | | 9,110 (l) | $356,110 | | | 3/1/2022 | | | | | | | 22,696 (m) | $887,187 | | | 3/7/2023 | | | | | | | 8,890 (n) | $347,510 | | Mr. Richards | 6/1/2018 | 58,962 | — (b) | $48.71 | 6/1/2024 | | | | | | | 3/7/2019 | 55,679 | — (c) | $44.38 | 3/7/2029 | | | | | | | 3/4/2020 | 51,581 | 17,194 (d) | $41.04 | 3/4/2030 | | | | | | | 3/4/2020 | | | | | 6,092 (g) | $238,136 | | | | | 3/3/2021 | | | | | 16,949 (h) | $662,536 | | | | | 3/1/2022 | | | | | 23,938 (i) | $935,736 | | | | | 3/7/2023 | | | | | 48,008 (j) | $1,876,633 | | | | | 3/3/2021 | | | | | | | 8,474 (l) | $331,249 | | | 3/1/2022 | | | | | | | 21,278 (m) | $831,757 | | | 3/7/2023 | | | | | | | 8,742 (n) | $341,725 |

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

    | Name | Grant Date | Option Awards | | | | Stock Awards | | | | | | | 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. Myers | 6/1/2018 | 58,962 | — (b) | $48.71 | 6/1/2024 | | | | | | | 3/7/2019 | 55,679 | — (c) | $44.38 | 3/7/2029 | | | | | | | 3/4/2020 | 51,581 | 17,194 (d) | $41.04 | 3/4/2030 | | | | | | | 3/4/2020 | | | | | 6,092 (g) | $238,136 | | | | | 3/3/2021 | | | | | 16,949 (h) | $662,536 | | | | | 3/1/2022 | | | | | 23,938 (i) | $935,736 | | | | | 3/7/2023 | | | | | 48,008 (j) | $1,876,633 | | | | | 3/3/2021 | | | | | | | 8,474 (l) | $331,249 | | | 3/1/2022 | | | | | | | 21,278 (m) | $831,757 | | | 3/7/2023 | | | | | | | 8,742 (n) | $341,725 | | Mr. Chavy | 3/7/2019 | 20,910 | — (c) | $44.38 | 3/7/2029 | | | | | | | 3/4/2020 | 27,559 | 13,755 (d) | $41.04 | 3/4/2030 | | | | | | | 3/7/2019 | | | | | 33,799 (k) | $1,321,203 | | | | | 3/4/2020 | | | | | 4,874 (g) | $190,525 | | | | | 3/3/2021 | | | | | 13,559 (h) | $530,021 | | | | | 3/1/2022 | | | | | 17,023 (i) | $665,429 | | | | | 3/7/2023 | | | | | 32,005 (j) | $1,251,075 | | | | | 3/3/2021 | | | | | | | 6,779 (l) | $264,991 | | | 3/1/2022 | | | | | | | 15,130 (m) | $591,432 | | | 3/1/2022 | | | | | | | 22,697 (o) | $887,226 | | | 3/7/2023 | | | | | | | 7,408 (n) | $289,579 |

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

    (a)Calculated using closing price of Travel + Leisure Co. common stock on the New York Stock Exchange on December 31, 2023, of $39.09. (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 vest ratably over a period of four years on each anniversary of March 7, 2019. Upon Mr. Chavy's separation from the Company on February 20, 2024, the expiration date was updated to February 20, 2026. (d)Grant of stock options, which vest ratably over a period of four years on each anniversary of March 10, 2020. Upon Mr. Chavy's separation from the Company on February 20, 2024, the expiration date was updated to February 20, 2026. (e)Grant of stock options, which cliff vest after five years on March 10, 2025. (f)Grant of stock options, which vest ratably over a period of four years on each anniversary of March 10, 2021. (g)Grant of RSUs, which vest ratably over a period of four years on each anniversary of March 10, 2020. (h)Grant of RSUs, which vest ratably over a period of four years on each anniversary of March 10, 2021. (i)Grant of RSUs, which vest ratably over a period of four years on each anniversary of March 10, 2022. (j)Grant of RSUs, which vest ratably over a period of four years on each anniversary of March 10, 2023. (k)Grant of RSUs, which cliff vest after five years on March 7, 2024. (l)Grant of LTIP Modifier PSUs. Shares earned under these LTIP Modifier PSU awards was determined based on the Company's achievement of premium levels of adjusted EPS for the third year in the three-year period (January 1, 2021 - December 31, 2023). Based on performance through December 31, 2023, the awards were paid out at the maximum threshold of 100%. Mr. Brown earned 60,508 shares, Mr. Hug earned 9,110 shares, Mr. Richards earned 8,474 shares, Mr. Myers earned 8,474 shares, and Mr. Chavy earned 6,779 shares. (m)Grant of PSUs, which vest following the conclusion of a three-year performance period ending on December 31, 2024, based on cumulative adjusted EPS, as measured against pre-established performance tiers. Amount reported is based on performance through December 31, 2023, and represents maximum performance. (n)Grant of PSUs, which vest following the conclusion of a three-year performance period ending on December 31, 2025, based on cumulative adjusted EPS, as measured against pre-established performance tiers. Amount reported is based on performance through December 31, 2023, and represents the number of shares which may be earned for threshold performance. (o)Grant of one-time PSU award subject to a single level of premium performance achievement against pre-established metric, cumulative adjusted Earnings Before Interest Taxes Depreciation and Amortization (EBITDA) for Travel and Membership, for the four-year performance period (January 1, 2022 to December 31, 2025). No shares will be earned pursuant to this one-time award unless the premium performance level is fully achieved. PSUs for this grant have no value at target because no amount will be earned at target performance. Amount reported reflects estimated value of full achievement. The award provides for only one estimated value as no partial achievement is possible.

  54. 2023 Option Exercises and Stock Vested Table

    2023 Option Exercises and Stock Vested Table The following table summarizes vesting of RSUs held by the named executive officers in 2023. During 2023, no options were exercised by, and there was no vesting of PSUs held by, our named executive officers.

  55. 2023 Option Exercises and Stock Vested Table

    | Name | Option Awards | | | Stock Awards | | | | | Date | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Date | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(a) | | Mr. Brown | — | — | — | 3/7/2023 | 4,225 | 178,211 | | | — | — | — | 3/10/2023 | 106,246 | 4,160,593 | | Mr. Hug | — | — | — | 3/7/2023 | 5,633 | 237,600 | | | — | — | — | 3/10/2023 | 24,169 | 946,458 | | | — | — | — | 5/25/2023 | 48,952 | 1,828,847 | | Mr. Richards | — | — | — | 3/7/2023 | 5,633 | 237,600 | | | — | — | — | 3/10/2023 | 22,545 | 882,862 | | | — | — | — | 5/25/2023 | 45,537 | 1,701,262 | | Mr. Myers | — | — | — | 3/7/2023 | 5,633 | 237,600 | | | — | — | — | 3/10/2023 | 22,545 | 882,862 | | | — | — | — | 5/25/2023 | 45,537 | 1,701,262 | | Mr. Chavy | — | — | — | 3/7/2023 | 4,225 | 178,211 | | | — | — | — | 3/10/2023 | 17,327 | 678,525 | | | — | — | — | 5/25/2023 | 36,429 | 1,360,987 |

  56. 2023 Option Exercises and Stock Vested Table

    (a)Amounts reflect the number of shares vested multiplied by the closing market price per share on the vesting date of Travel + Leisure Co. common stock as follows: March 7, 2023, $42.18; March 10, 2023, $39.16; and May 25, 2023, $37.36.

  57. 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 has a balance under our Savings Restoration Plan.

  58. 2023 Nonqualified Deferred Compensation Table

    | Name | Executive Contributions in 2023 | Company Contributions in 2023 | Aggregate Earnings in 2023 | Aggregate Withdrawals/ Distributions | Aggregate Balance at 12/31/2023 | | | ($)(a) | ($)(b) | ($)(c) | ($) | ($)(d) | | Mr. Brown | 144,808 | 144,808 | 269,970 | — | 1,645,363 | | Mr. Hug | 61,160 | 61,160 | 289,427 | 12,058 | 1,891,572 | | Mr. Richards | 108,825 | 54,412 | 492,683 | — | 2,581,422 | | Mr. Myers | 107,206 | 64,324 | 543,980 | — | 2,669,248 | | Mr. Chavy | 38,685 | 38,685 | 94,123 | — | 602,850 |

  59. 2023 Nonqualified Deferred Compensation Table

    (a)All amounts are included as 2023 compensation in the Summary Compensation Table. Includes amounts applicable to 2023 annual incentive compensation paid in 2024 and for Mr. Myers annual sales incentive compensation paid in 2023. (b)All amounts are reported as 2023 compensation in the All Other Compensation Table. Includes amounts applicable to 2023 annual incentive compensation paid in 2024 and for Mr. Myers annual sales incentive compensation paid in 2023. (c)Represents gains or losses in 2023 on investment of aggregate balance. (d)Salary, annual incentive compensation and annual sales 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. As a result, this column includes amounts that have been reported as compensation in the Summary Compensation Table in previously filed proxy statements for those named executive officers who have previously served as named executive officers. This column reflects the ending balance posted to named executive officer accounts at December 31, 2023 which does not include 2023 annual incentive compensation earned in 2023 but paid in 2024. Our Officer Deferred Compensation Plan is described in the 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 choice of investment options including money market, debt, equity and lifecycle funds.

  60. 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 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.

  61. Potential Payments on Termination or Change-in-Control

    | Name | Termination Event | Cash Severance ($) | Continuation of Medical Benefits ($)(a) | Acceleration of Equity Awards ($) (b) (c) | Total Termination Payments ($) | | Mr. Brown | Voluntary Retirement, Resignation or Involuntary Termination for Cause | — | — | — | — | | | Death or Disability | — | — | 18,317,262 | 18,317,262 | | | Termination without Cause or Constructive Discharge | 10,770,781 | 58,471 | 11,684,118 | 22,513,370 | | | Qualifying Termination Following Change-in-Control | 10,770,781 | 58,471 | 18,317,262 | 29,146,514 | | Mr. Hug | Voluntary Retirement, Resignation or Involuntary Termination for Cause | — | — | — | — | | | Death or Disability | — | — | 6,102,261 | 6,102,261 | | | Termination without Cause or Constructive Discharge | 2,403,331 | 58,471 | 2,906,381 | 5,368,183 | | | Qualifying Termination Following Change-in-Control | 2,403,331 | 58,471 | 6,102,261 | 8,564,063 | | Mr. Richards | Voluntary Retirement, Resignation or Involuntary Termination for Cause | — | — | — | — | | | Death or Disability | — | — | 5,827,107 | 5,827,107 | | | Termination without Cause | 2,258,584 | 57,726 | 2,741,343 | 5,057,653 | | | Qualifying Termination Following Change-in-Control | 2,258,584 | 57,726 | 5,827,107 | 8,143,417 | | Mr. Myers | Voluntary Retirement, Resignation or Involuntary Termination for Cause | — | — | — | — | | | Death or Disability | — | — | 5,827,107 | 5,827,107 | | | Termination without Cause | 1,721,205 | 58,471 | 2,741,343 | 4,521,019 | | | Qualifying Termination Following Change-in-Control | 1,721,205 | 58,471 | 5,827,107 | 7,606,783 | | Mr. Chavy | Voluntary Retirement, Resignation or Involuntary Termination for Cause | — | — | — | — | | | Death or Disability | — | — | 6,564,579 | 6,564,579 | | | Termination without Cause | 2,403,331 | 68,310 | 4,026,387 | 6,498,028 | | | Qualifying Termination Following Change-in-Control | 2,403,331 | 68,310 | 6,564,579 | 9,036,220 |

  62. Potential Payments on Termination or Change-in-Control

    (a)Represents 18 months of reimbursement for continued health plan coverage in accordance with COBRA if elected by the executive officer. (b)Upon a change-in-control, death or disability, all grants made under our 2006 Equity and Incentive Plan, as amended and restated, fully vest and any performance conditions imposed with respect to PSU awards are deemed to be fully achieved at target, and with respect to LTIP Modifier PSUs granted March 3, 3021 and the one-time PSU award granted to Mr. Chavy on March 1, 2022, these are deemed to be fully achieved at maximum, whether or not in the case of change-in-control, executive’s employment is terminated. Equity acceleration value was calculated using the closing price of our common stock on the NYSE on December 31, 2023, of $39.09. (c)For termination without cause, LTIP Modifier PSUs granted March 3, 2021 provide incremental upside opportunity if premium performance above target is achieved. Amount reported reflects the full amount of the named executive officer's LTIP Modifier grant based on performance through December 31, 2023. For annual LTIP PSUs granted March 1, 2022, the amount reflects the number of shares that may be earned at maximum based on performance through December 31, 2023. Mr. Chavy's one-time PSU award granted March 1, 2022 is subject to a single level of premium performance achievement. No PSUs will be earned for target performance. Amount reported reflects estimated value of full achievement as no partial achievement is possible. For annual LTIP PSUs granted March 7, 2023, the amount reflects the number of shares that may be earned at threshold based on performance through December 31, 2023. Any payout of PSUs upon a termination without cause is subject to actual achievement against performance targets and will be determined when vesting occurs for other participants. Equity value was calculated using the closing price of our common stock on the NYSE on December 31, 2023, of $39.09. 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 employees 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. 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 or employment letter and our 2006 Equity and Incentive Plan. •Subject to the terms of the executive’s agreement or employment letter, a termination of an executive officer is generally for cause if it is for any of the following reasons: the executive’s willful failure to substantially perform his 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 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. Brown and Mr. Hug, a constructive discharge means the occurrence of any material breach by us of the terms of 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; or our decision not to offer to renew his employment agreement on substantially similar terms prior to the end of the executive’s period of employment (as may be extended from time to time). •A without cause termination occurs if the executive’s employment is terminated other than due to death, disability or termination for cause. Acceleration of Equity Awards. Upon a change-in-control as defined in our 2006 Equity and Incentive Plan, grants made to all eligible employees, including the named executive officers, under the plan fully vest and any performance conditions imposed with respect to PSU awards are deemed to be fully achieved at target and for LTIP Modifier PSUs are deemed to be fully achieved at maximum. Under the individual agreements for awards, all awards fully vest on the death or disability of the named executive officer with performance contingent awards vesting at target. The table does not reflect a reduction in shares that would be withheld for taxes on vesting. Under our 2006 Equity and Incentive Plan, as amended and restated, 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 Travel + Leisure Co. 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 Alone. 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, as applicable, or termination without cause. Grants made under our 2006 Equity and Incentive Plan fully vest on a change-in-control whether or not the executive’s employment is terminated.

  63. 2023 Pay Versus Performance Disclosure

    2023 Pay Versus Performance Disclosure As required by Item 402(v) of Regulation S-K, this section includes information about the relationship between "Compensation Actually Paid" (CAP) and the financial performance measures reported in the Pay Versus Performance Table below. Compensation "actually paid" is an amount which is derived pursuant to a formula provided in SEC rules and guidance. The dollar amounts in the "Compensation Actually Paid" columns of the Pay Versus Performance Table below do not reflect the actual amount of compensation earned by or paid to our Chief Executive Officer (CEO) or our other Named Executive Officers (NEOs). For further information on our Executive Compensation Program refer to "Executive Compensation - Compensation Discussion and Analysis" above in this Proxy Statement.

  64. Pay Versus Performance Table

    Pay Versus Performance Table

  65. Pay Versus Performance Table

    | Year (a) | Summary Compensation Table Total for CEO ($) (b) | Compensation Actually Paid for CEO ($) (c) | Average Summary Compensation Table Total for Other NEOs ($) (b) | Average Compensation Actually Paid for Other NEOs ($) (d) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($) | Adjusted Diluted EPS ($) (g) | | | | | | | Total Shareholder Return ($) (e) | Peer Group Total Shareholder Return ($) (f) | | | | 2023 | 12,424,078 | 8,465,998 | 4,316,877 | 3,430,975 | 87.95 | 111.92 | 396,411,721 | 5.70 | | 2022 | 11,603,104 | 5,226,416 | 3,889,994 | 1,502,467 | 78.28 | 67.29 | 356,407,443 | 4.52 | | 2021 | 10,620,565 | 16,334,031 | 3,154,881 | 5,089,048 | 114.56 | 88.83 | 307,824,735 | 3.65 | | 2020 | 12,927,592 | 5,020,006 | 3,298,876 | 2,633,639 | 90.95 | 74.12 | (255,443,739) | (0.94) |

  66. Pay Versus Performance Table

    (a)Our CEO was Michael Brown during all periods presented. During 2023 our other NEOs consisted of Michael Hug, Geoffrey Richards, Jeffrey Myers, and Olivier Chavy. During 2022 our other NEOs consisted of Michael Hug, Geoffrey Richards, Jeffrey Myers, Olivier Chavy and Noah Brodsky. Noah Brodsky terminated employment effective July 1, 2022. During 2021 our other NEOs consisted of Michael Hug, Geoffrey Richards, Jeffrey Myers and Noah Brodsky. During 2020 our other NEOs consisted of Michael Hug, Geoffrey Richards, Jeffrey Myers, Noah Brodsky and Brad Dettmer. Brad Dettmer terminated employment effective June 15, 2020. (b)Represents total compensation amount reported for the CEO in the Summary Compensation Table (SCT) and the average of total compensation amounts reported for other NEOs in the SCT for each applicable year. (c)The following table sets forth the adjustments made to the SCT total amount for each covered year to determine the CAP for our CEO.

  67. Pay Versus Performance Table

    | Adjustments to Determine CAP for CEO | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Deduction for total of amounts reported under the Stock Awards and Option Awards columns in the SCT | (9,799,932) | (7,699,986) | (7,139,945) | (11,499,923) | | Increase for fair value of awards granted during year that remained unvested at year-end | 4,077,634 | 7,951,944 | 6,340,732 | 12,391,174 | | Increase/deduction for change in fair value from prior year-end to current year-end of awards granted in any prior year that remained outstanding and unvested as of year-end | 596,239 | (6,782,534) | 3,980,277 | (8,045,926) | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted in any prior year that vested during the year | 423,877 | (598,155) | 2,297,602 | (688,457) | | Average increase for dividends paid (accrued) in the covered year up to vesting date | 744,102 | 752,043 | 234,799 | (64,454) | | Total Adjustments | (3,958,080) | (6,376,688) | 5,713,465 | (7,907,586) |

  68. Pay Versus Performance Table

    (d)The following table sets forth the adjustments made to the average of SCT total amounts for each covered year to determine the CAP for our NEOs excluding our CEO.

  69. Pay Versus Performance Table

    | Adjustments to Determine CAP for NEOs (excluding our CEO) | 2023 Average ($) | 2022 Average ($) | 2021 Average ($) | 2020 Average ($) | | Average deduction for total of amounts reported under the Stock Awards and Option Awards columns in the SCT | (3,299,952) | (2,013,935) | (1,929,979) | (2,354,935) | | Average increase for fair value of awards granted during year that remain unvested at year-end | 1,737,619 | 1,516,817 | 1,807,965 | 3,045,892 | | Average increase for fair value of awards granted during year that vested during year (actual amounts only for Mr. Brodsky in 2022 of $226,243 and Mr. Dettmer in 2020 of $116,456) | — | 45,249 | — | 23,291 | | Average increase/deduction for change in fair value from prior year-end to current year-end of awards granted in any prior year that remained outstanding and unvested as of year-end | 241,262 | (1,569,651) | 1,150,212 | (1,061,075) |

  70. Pay Versus Performance Table

    | Average increase/deduction for change in fair value from prior year-end to vesting date of awards granted in any prior year that vested during the year | 167,848 | (353,979) | 769,033 | (267,959) | | Average deduction for prior year fair value of awards forfeited during the year (actual amounts only for Mr. Brodsky in 2022 of $1,138,870 and Mr. Dettmer in 2020 of $618,376) | — | (227,774) | — | (123,675) | | Average increase for dividends paid (accrued) in the covered year up to vesting date | 267,322 | 215,746 | 136,937 | 73,224 | | Total Adjustments | (885,901) | $(2,387,527) | $1,934,168 | $(665,237) |

  71. Pay Versus Performance Table

    (e)Total shareholder return is calculated for the measurement period based on a fixed investment of $100 beginning on December 31, 2019 and ending on December 31 of each applicable year in the Pay Versus Performance Table, assuming the reinvestment of dividends. (f)Total shareholder return is calculated for the Standard & Poor’s Rating Services (S&P) Hotels, Resorts & Cruise Lines index for the measurement period based on a fixed investment of $100 beginning on December 31, 2019 and ending on December 31 of each applicable year in the Pay Versus Performance Table, assuming the reinvestment of dividends. This industry index is also used in the Stock Performance Graph in Item 5 of our 2023 Annual Report on Form 10-K. (g)The Company has identified adjusted EPS as the company-selected financial performance measure for the pay versus performance disclosure as it represents the most important financial performance measure use to link CAP to our CEO and other NEOs in 2023 to the Company's performance. (See Appendix A in this Proxy Statement for a reconciliation of adjusted EPS, a non-GAAP measure, the most directly comparable GAAP measure.)

  72. Discussion of Information Provided in the Pay Versus Performance Table

    Discussion of Information Provided in the Pay Versus Performance Table As described further in the "Compensation Discussion and Analysis" our total compensation strategy is designed to attract, retain and motivate high-performing senior management and to support a high-performance environment by linking compensation to performance with a long-term focus. Given our long-term focus for our executives, aligned with shareholder interests, the Committee does not assess pay for performance alignment based on CAP in a specific year as derived pursuant to Regulation S-K 402(v). Management and the Compensation Committee establish financial performance metrics and rigorous goals for incentive compensation generally aligned with annual operating budgets and forward-looking strategic plans for the upcoming performance cycle. The following describes the relationship of CAP and each of the financial performance measures presented in the Pay Versus Performance Table, and the relationship between the Company's cumulative TSR and the peer group cumulative TSR over the above time period. Total Shareholder Return: The year-over-year change in CAP of our CEO and our other NEOs is aligned with Company cumulative TSR across the time horizon in the Pay Versus Performance Table. TSR is calculated for the measurement period based on a fixed investment of $100 beginning on December 31, 2019 and ending on December 31 of each applicable year. This alignment of "compensation actually paid" with the Company's cumulative TSR over the same period reflects that a significant portion of total compensation paid to our CEO and to the other NEOs in this period is comprised of equity awards and the value of shares earned and received directly reflects the rate of return comprised of our total shareholder return. As referenced in "Compensation Discussion and Analysis" equity awards granted to our named executive officers under our long-term incentive plan are designed to align their interests with our shareholder's interests. Regular annual equity awards constitute, for 2023, on average, approximately 74% of their annual target total direct compensation and vest over multi-year periods. Net Income: CAP for our CEO and other NEOs is generally aligned with the change in Net Income from 2020 to 2023 with the exception of 2022, where CAP for our CEO and other NEOs decreased while Net Income increased. 2021 Net Income increased by more than 200% compared to 2020 with the return to more normalized operations as the recovery from COVID-19 continued. Year-over-year net income growth continued from 2021 to 2022 with 16% growth while CAP decreased from 2021 to 2022. Year-over-year net income growth continued from 2022 to 2023 with 11% growth while CAP also increased. As designed, regular annual equity awards for 2023 constitute on average, approximately 74% of the annual target total direct compensation packages for our CEO and other NEOs ensuring alignment with shareholder interests. Adjusted EPS: The year-over-year change in CAP for our CEO and other NEOs is generally aligned with the change in adjusted EPS from 2020 to 2023 with the exception of 2022, where CAP for our CEO and other NEOs decreased while adjusted EPS increased. 2020 was significantly impacted by the COVID-19 pandemic and 2021 saw the return to more normalized operations as the recovery from COVID-19 continued. Adjusted EPS continued to increase from 2021 to 2022 with 24% growth and from 2022 to 2023 with 26% growth. As referenced above, regular annual equity awards for 2023 constitute on average, approximately 74% of the total target total direct compensation packages for our CEO and other NEOs ensuring alignment with shareholder interests. Company TSR Compared to Peer Group TSR: The Company's TSR for the period of 2020 to 2022 included in the above table outperformed the S&P Hotels, Resorts & Cruise Lines index cumulative TSR for the same period. While we did not see this same trend for 2023 in comparison to peer group TSR, we did see an increase in Company TSR from 2022 to 2023. The Company believes that this performance, while lower against the peer group index, results from management's emphasis on its key performance indicators for its business and its focus on growing both adjusted EPS and adjusted EBITDA, which increase shareholder value and result from effective execution of those key performance indicators.

  73. 2023 Pay Ratio Disclosure

    2023 Pay Ratio Disclosure This section includes 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 $44,082 and the annual total compensation of our CEO was $12,442,726. 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 282 to 1. This pay ratio disclosure is a reasonable estimate calculated in a manner consistent with SEC rules and guidance. For 2023 we re-identified the median employee, as required according to SEC rules every three years. To identity the median of the annual total compensation of all our employees 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 19,022 individuals (excluding our CEO), with 14,861 of these individuals located in the U.S. and 4,161 located outside of the U.S. 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 9141 non-U.S. employees from this employee population. For purposes of determining our pay ratio, our designated employee population included a total of 18,108 employees, including 14,861 U.S. employees and 3,247 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. We did not annualize the compensation of any of our employees hired or on leave during the calendar year. This compensation measure was consistently applied to all such employees. Once we identified our median employee, we combined all of the elements of such 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 the annual total compensation of our CEO, we used the amount reported in the Total column in the 2023 Summary Compensation Table plus the value attributable to health benefits provided under our non-discriminatory benefit plans.2 ___________________________________________________________________________________________ 1.We excluded the following number of employees from each of each of the following countries: 2 from Argentina; 3 from Columbia; 4 from Italy; 7 from Greece, 8 from Egypt; 9 from Spain, 10 from Finland; 15 from Brazil; 16 from Portugal; 47 from New Zealand; 56 from China; 61 from Singapore; 69 from Indonesia; 73 from South Africa, 74 from Ireland; 88 from India; 138 from Thailand, and 234 from Japan. 2.As permitted by SEC rules, the amount attributable to these health benefits ($18,648) is not included in our CEO's total compensation reported above in the 2023 Summary Compensation Table.