DEF 14A of Travel & Leisure Co., Apr 10, 2026

DEF 14A of Travel & Leisure Co.

Filed Apr 10, 2026 · FY20250001361658-26-000019

Open on EDGAR

  1. Election of Directors

    Election of Directors The Travel + Leisure Co. Board of Directors (Board) is comprised of a highly experienced, diverse 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 2027 annual meeting of shareholders, consistent with the recommendation of the Corporate Governance Committee.

  2. Election of Directors

    | 8 | 2026 Proxy Statement | |

  3. Snapshot of 2026 Board Nominees

    Snapshot of 2026 Board Nominees The following table provides summary information about our Director nominees. Your Board recommends that you vote “FOR ALL” the election of each of the nine nominees. Detailed biographical information about each Director nominee begins on page 14.

  4. Snapshot of 2026 Board Nominees

    | Nominee Name & Biography Snapshot | | Age | Director Since | Independent | Committee Member | | | | | | | | | | A | C | E | G | | | Stephen P. Holmes Non-Executive Chairman and former Chairman & CEO, Travel + Leisure Co. (f/k/a Wyndham Worldwide Corp.) | 69 | 2006 | | | | | | | | Louise F. Brady Co-founder and Managing Partner, Piedmont Capital Partners, LLC, Piedmont Capital Partners II, LLC, and Piedmont Capital Investments, LLC | 61 | 2016 | | f | | | | | | Michael D. Brown President and Chief Executive Officer, Travel + Leisure Co. | 55 | 2018 | | | | | | | | James E. Buckman* Former Vice Chairman York Capital Management | 81 | 2006 | | | | | | | | George Herrera President and Chief Executive Officer, Herrera-Cristina Group, Ltd. | 69 | 2006 | | | | | | | | Lucinda C. Martinez Chief Marketing Officer, HarbourView Equity Partners Founder, THE CULTURESHAKER by LuMark, LLC | 55 | 2021 | | | | | | | | Denny Marie Post Former Co-President, Nextbite | 69 | 2018 | | | | | | | | Ronald L. Rickles Former Senior Partner, Deloitte & Touche LLP | 74 | 2018 | | f | | | | | | Michael H. Wargotz Former Chairman, Axcess Ventures | 67 | 2006 | | f | | | |

  5. Snapshot of 2026 Board Nominees

    | * Lead Director | C Compensation | G | Corporate Governance | | Member | | A Audit | E Executive | | Chair | f | Financial Expert |

  6. Snapshot of 2026 Board Nominees

    | | Proxy Statement Summary | 9 |

  7. 2026 Board Nominee Statistics

    2026 Board Nominee Statistics

  8. 2026 Board Nominee Statistics

    | Independence | Diversity (Gender & Race) | | Tenure | Age |

  9. Board Refreshment Since 2018

    Board Refreshment Since 2018 The Board recognizes the importance of Board refreshment to achieve the appropriate mix of the institutional knowledge and experience of our longer-tenured Directors together with the fresh perspectives of our newer Directors. In May 2018, Wyndham Worldwide Corporation, as we were formerly known, completed the spin-off of its Hotel Group business, which became a new, publicly-traded hotel franchising and hotel management company, Wyndham Hotels & Resorts, Inc. (Wyndham Hotels). Four of nine Directors, comprising 44% of the Board, have joined the Board in or following 2018.

  10. Board Refreshment Since 2018

    | | | | | • | | | 2018 | | 2021 | | | | •Stephen P. Holmes, our former CEO, resigned from that position and became the Non-Executive Chairman of our Board, and the Board appointed Mr. Brown as a member of the Board and President and CEO. •Directors Myra J. Biblowit, The Right Honourable Brian Mulroney and Pauline D.E. Richards resigned (joining the Wyndham Hotels Board) •Ms. Post and Mr. Rickles joined the Board. Ms. Brady was appointed Chair of Compensation Committee. | | •Ms. Martinez joined the Board. •Chair of Audit Committee rotated from Mr. Wargotz to Mr. Rickles. | | | | | • | | | | • | | | | |

  11. Board Refreshment Since 2018

    | 10 | 2026 Proxy Statement | |

  12. Our Board Nominees

    Our Board Nominees

  13. Board of Directors Skills and Experience Matrix

    Board of Directors Skills and Experience Matrix The Board believes that having Directors with a range of experience, skills and understanding of our business is important to setting and achieving our Company’s strategic objectives and in satisfying the Board’s oversight responsibilities. The following matrix provides information about certain skills, experience and attributes possessed by one or more of our Director nominees which our Board believes are relevant to our business and operations. This matrix does not encompass all of the skills, experience or attributes of our Director nominees and does not suggest that a Director nominee who is not listed as having a particular skill, experience or attribute does not have valuable insight into areas associated with that particular subject area. Additional detail about our Directors’ background, skills and experience is included in each Director’s biography following this matrix.

  14. Board of Directors Skills and Experience Matrix

    | | | | | | | | | | | | | | Business Development / Mergers & Acquisitions experience supports pursuing strategic transactions and expanding our multi-brand portfolio | | | | | | | | | | | | Corporate Finance and Accounting experience supports advising executive management regarding our capital structure and capital allocation strategy and providing oversight of our financial reporting | | | | | | | | | | | | Executive Leadership experience is indicative of strong personal leadership qualities and capability to advise our executive management team on a wide range of strategic, operational and practical issues | | | | | | | | | | | | Global Perspective provides valuable perspective into our global footprint and international growth initiatives | | | | | | | | | | | | Government Affairs / Legal experience is useful as we operate in an increasingly regulated global environment | | | | | | | | | | | | Hospitality or Consumer Driven Industries experience supports serving our consumers, developing strategies to grow sales and market share, building brand awareness, and enhancing enterprise reputation | | | | | | | | | | | | Human Capital Management experience provides an understanding of how we attract and retain top executive talent, manage and develop our workforce | | | | | | | | | | | | Other Public Company Board Service helps the Board’s understanding of corporate governance, the dynamics and operation of a public corporate board, the legal and regulatory landscape in which public companies operate, and practical oversight of strategy, risk management and growth | | | | | | | | | | | | Risk Management experience reflects the ability to respond to the challenges that come with operating a dynamic global business | | | | | | | | | | | | Sales and Marketing experience supports our business around the world as we grow our brands and engage with our guests and customers across multiple platforms | | | | | | | | | | | | Sustainability and Corporate Responsibility experience supports our commitment to operate sustainably, ethically, and with respect for people and places worldwide | | | | | | | | | | | | Technology experience supports oversight of and insight into technological innovation to enhance customer engagement and safeguard data | | | | | | | | | |

  15. Board of Directors Skills and Experience Matrix

    | 14 | 2026 Proxy Statement | |

  16. 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.

  17. Director Biographies

    | Stephen P. Holmes | | | | | Non-Executive Chairman | | | | Age: 69 Director Since: 2006 Committees: Executive (Chair) | Other Current Public Company Directorships: Wyndham Hotels Former Public Company Directorships: Cendant Corporation (Cendant) and HFS Incorporated (HFS) | | Career Highlights: | | | | •Chairman and Chief Executive Officer, Travel + Leisure Co. (f/k/a Wyndham Worldwide Corp), July 2006 – May 2018 •Vice Chairman and Director, Cendant, December 1997 – July 2006 •Chairman and Chief Executive Officer, Cendant’s Travel Content Division, December 1997 – July 2006 | | •Vice Chairman, HFS, September 1996 - December 1997 •Executive Vice President, Treasurer and Chief Financial Officer, HFS, July 1990 - September 1996 •Non-Executive Chairman, Wyndham Hotels, May 2018 - Present | | Skills and Qualifications: 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. | | |

  18. Director Biographies

    | | Business Development / Mergers & Acquisitions | | Corporate Finance and Accounting | | Executive Leadership | | | Global Perspective | | Hospitality or Consumer Driven Industries | | Human Capital Management | | | Other Public Company Board Service | | Risk Management | | Sustainability and Corporate Responsibility |

  19. Director Biographies

    | | Proposal 1: Election of Directors | 15 |

  20. Director Biographies

    | Louise F. Brady | | Independent | | | Co-founder and Managing Partner of Piedmont Capital Partners, LLC, Piedmont Capital Partners II, LLC, and Piedmont Capital Investments, LLC | | | | Age: 61 Director Since: 2016 Committees: Audit, Compensation (Chair) | Other Current Public Company Directorships: Comcast Corporation Former Public Company Directorships: None | | Career Highlights: | | | | •Co-founder and Managing Partner, Piedmont Capital Partners, LLC, a privately held venture capital fund focusing on developing innovative technologies, March 2013 – Present •Co-founder and Managing Partner, Piedmont Capital Partners II, LLC (PCP II), March 2019 – Present •Co-founder and Managing Partner, Piedmont Capital Investments, LLC (PCI), February 2020 – Present •President, Blue Current, Inc., a manufacturer of sustainable solid state batteries using innovative battery technology, May 2014 – April 2022 | | •Vice President of Investments, Wells Fargo Financial Advisors Financial Services, September 1996 - October 2013 •Board Member, Blue Current, Inc. •Board Member, Piedmont Triad Partnership •Board Member, The Bryan Foundation •Co-Chair, Advisory Board, The Shuford Program in Entrepreneurship at University of North Carolina-Chapel Hill | | Skills and Qualifications: 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. | | |

  21. Director Biographies

    | | Business Development / Mergers & Acquisitions | | Corporate Finance and Accounting | | Executive Leadership | | | Hospitality or Consumer Driven Industries | | Human Capital Management | | Other Public Company Board Service | | | Risk Management | | Technology | | |

  22. Director Biographies

    | 16 | 2026 Proxy Statement | |

  23. Director Biographies

    | Michael D. Brown | | | | | President and Chief Executive Officer, Travel + Leisure Co. | | | | Age: 55 Director Since: 2018 Committees: Executive | Other Current Public Company Directorships: None Former Public Company Directorships: None | | Career Highlights: | | | | •President and Chief Executive Officer, Travel + Leisure Co., May 2018 – Present •President and Chief Executive Officer, Wyndham Vacation Ownership, Travel + Leisure Co., 2017 - May 2018 | | •Chief Operating Officer, Hilton Grand Vacations (HGV), 2014 – 2017 •Executive Vice President, Sales and Marketing-Mainland U.S. and Europe, HGV, 2008 – 2014 | | Skills and Qualifications: 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, 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. | | |

  24. Director Biographies

    | | Business Development / Mergers & Acquisitions | | Corporate Finance and Accounting | | Executive Leadership | | | Global Perspective | | Hospitality or Consumer Driven Industries | | Human Capital Management | | | Risk Management | | Sales and Marketing | | Sustainability and Corporate Responsibility |

  25. Director Biographies

    | | Proposal 1: Election of Directors | 17 |

  26. Director Biographies

    | James E. Buckman | | Independent | | | Lead Director; Former Vice Chairman, York Capital Management | | | | Age: 81 Director Since: 2006 Committees: Compensation, Executive | Other Current Public Company Directorships: Wyndham Hotels Former Public Company Directorships: Cendant and HFS | | Career Highlights: | | | | •Vice Chairman, York Capital Management, May 2007 – January 2012 •General Counsel, York Capital Management, May 2010 – January 2012 •Senior Consultant, York Capital Management, January 2007 – May 2007 •Vice Chairman, Cendant, November 1998 – August 2006 | | •General Counsel, Cendant, December 1997 – August 2006 •Senior Executive Vice President, Cendant, December 1997 – November 1998 •Senior Executive Vice President, General Counsel and Assistant Secretary, HFS, May 1997 – December 1997 •Executive Vice President, General Counsel and Assistant Secretary, HFS, February 1992 – May 1997 | | Skills and Qualifications: 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. | | |

  27. Director Biographies

    | | Business Development / Mergers & Acquisitions | | Corporate Finance and Accounting | | Executive Leadership | | | Global Perspective | | Government Affairs / Legal | | Hospitality or Consumer Driven Industries | | | Human Capital Management | | Other Public Company Board Service | | |

  28. Director Biographies

    | 18 | 2026 Proxy Statement | |

  29. Director Biographies

    | George Herrera | | Independent | | | President and Chief Executive Officer, Herrera-Cristina Group, Ltd. | | | | Age: 69 Director Since: 2006 Committees: Audit, Corporate Governance (Chair) | Other Current Public Company Directorships: None Former Public Company Directorships: Cendant | | Career Highlights: | | | | •President and Chief Executive Officer, Herrera-Cristina Group, Ltd., a Hispanic-owned, multidisciplinary management firm, December 2003 – Present •President and Chief Executive Officer, U.S. Hispanic Chamber of Commerce, August 1998 – January 2004 | | •President, David J. Burgos & Associates, Inc., December 1979 – July 1998 •Chair, Board of Directors, Hispanic C-Suite Corporate Council (HC3) | | Skills and Qualifications: 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. | | |

  30. Director Biographies

    | | Corporate Finance and Accounting | | Executive Leadership | | Global Perspective | | | Government Affairs / Legal | | Hospitality or Consumer Driven Industries | | Human Capital Management | | | Sales and Marketing | | Sustainability and Corporate Responsibility | | |

  31. Director Biographies

    | | Proposal 1: Election of Directors | 19 |

  32. Director Biographies

    | Lucinda C. Martinez | | Independent | | | Chief Marketing Officer, HarbourView Equity Partners Founder, THE CULTURESHAKER by LuMark, LLC | | | | Age: 55 Director Since: 2021 Committees: Corporate Governance | Other Current Public Company Directorships: None Former Public Company Directorships: None | | Career Highlights: | | | | •Chief Marketing Officer, HarbourView Equity Partners, a global multi-strategy investment firm focused on opportunities in the entertainment, sports, and media space, December 2024 – Present •Founder, THE CULTURESHAKER by LuMark, LLC, a 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, May 2022 – Present •Vice President, Global Brand & Multicultural Marketing, Netflix, Inc., September 2021 – June 2022 | | •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: +Executive Vice President, Brand Marketing HBO and HBO Max, August 2020 to March 2021 +Executive Vice President, Multicultural Marketing, Brand & Inclusion Strategy, Warner Media, September 2019 to August 2020 •Member of the Board of Trustees of The Alvin Ailey American Dance Theater •Member of the Advisory Board of The Hispanic Scholarship Fund | | Skills and Qualifications: 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. | | |

  33. Director Biographies

    | | Business Development / Mergers & Acquisitions | | Executive Leadership | | Global Perspective | | | Hospitality or Consumer Driven Industries | | Human Capital Management | | Sales and Marketing | | | Sustainability and Corporate Responsibility | | Technology | | |

  34. Director Biographies

    | 20 | 2026 Proxy Statement | |

  35. Director Biographies

    | Denny Marie Post | | Independent | | | Former Co-President, Nextbite | | | | Age: 69 Director Since: 2018 Committees: Compensation, Corporate Governance | Other Current Public Company Directorships: Vital Farms, Inc. Former Public Company Directorships: Red Robin Gourmet Burgers Inc. | | Career Highlights: | | | | •Co-President, Nextbite, a virtual restaurant and a pioneer in online order management, June 2022 – May 2023 •President and Chief Executive Officer, Red Robin Gourmet Burgers Inc., August 2016 – April 2019 •President, Red Robin Gourmet Burgers Inc., February 2016 – August 2016 •Executive Vice President and Chief Concept Officer, Red Robin Gourmet Burgers Inc., March 2015 – February 2016 •Senior Vice President and Chief Marketing Officer, Red Robin Gourmet Burgers Inc., August 2011 – March 2015 | | •Prior to her role at Red Robin, Ms. Post served as: +Senior Vice President and Chief Marketing Officer, T-Mobile USA +Senior Vice President of Global Beverage, Food and Quality, Starbucks Corporation +Senior Vice President and Chief Concept Officer, Burger King +Several management positions for KFC USA, KFC, Pizza Hut and Taco Bell Canada while employed with YUM! Brands, Inc. •Board member of Libbey Glass | | Skills and Qualifications: 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. | | |

  36. Director Biographies

    | | Executive Leadership | | Global Perspective | | Hospitality or Consumer Driven Industries | | | Human Capital Management | | Other Public Company Board Service | | Risk Management | | | Sales and Marketing | | Sustainability and Corporate Responsibility | | |

  37. Director Biographies

    | | Proposal 1: Election of Directors | 21 |

  38. Director Biographies

    | Ronald L. Rickles | | Independent | | | Former Senior Partner, Deloitte & Touche LLP | | | | Age: 74 Director Since: 2018 Committees: Audit (Chair), Corporate Governance | Other Current Public Company Directorships: None Former Public Company Directorships: None | | Career Highlights: | | | | •Senior Partner with Deloitte & Touche LLP, until his retirement in 2014, serving 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. | | •Served as an audit partner with Deloitte & Touche LLP for 30 years, with deep experience serving the hospitality industry (including timeshare), REITs, retailers, financial services companies and franchisors, including the legacy businesses of Travel + Leisure Co. | | Skills and Qualifications: 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. | | |

  39. Director Biographies

    | | Business Development / Mergers & Acquisitions | | Corporate Finance and Accounting | | Executive Leadership | | | Hospitality or Consumer Driven Industries | | Human Capital Management | | Risk Management | | | Sustainability and Corporate Responsibility | | | | |

  40. Director Biographies

    | 22 | 2026 Proxy Statement | |

  41. Director Biographies

    | Michael H. Wargotz | | Independent | | | Former Chairman, Axcess Ventures | | | | Age: 67 Director Since: 2006 Committees: Audit, Compensation, Executive | Other Current Public Company Directorships: None Former Public Company Directorships: Quotient Technology Inc., Resources Connection, Inc., CST Brands, Inc. | | Career Highlights: | | | | •Chairman, Axcess Ventures, an affiliate of Axcess Worldwide, a brand experience marketing development agency, which he co-founded in 2001, July 2011 - June 2017 •Chief Financial Officer, The Milestone Aviation Group, LLC, a global aviation leasing company, August 2010 – June 2011 •Co-Chairman, Axcess Luxury and Lifestyle, August 2009 – July 2010 •Chief Financial Advisor, NetJets, Inc., a leading provider of aviation services, December 2006 – August 2009 •Vice President, NetJets, Inc., June 2004 – November 2006 | | •Various leadership positions, Cendant, January 1998 –December 1999, including: +President and Chief Executive Officer of its Lifestyle Division +Executive Vice President and Chief Financial Officer of its Alliance Marketing Segment +Senior Vice President, Business Development •Prior to 1998, served in various finance and accounting positions at HFS Incorporated, PaineWebber & Co, American Express and Price Waterhouse | | Skills and Qualifications: Mr. Wargotz is a private investor involved with various start-up ventures. His 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. | | |

  42. Director Biographies

    | | Business Development / Mergers & Acquisitions | | Corporate Finance and Accounting | | Executive Leadership | | | Hospitality or Consumer Driven Industries | | Human Capital Management | | Other Public Company Board Service | | | Sales and Marketing | | | | |

  43. Director Biographies

    | | Proposal 1: Election of Directors | 23 |

  44. 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 Corporate Governance menu followed by the Governance Documents link. The governance rules for companies listed on the NYSE and those contained in the SEC rules and regulations are reflected in the guidelines. The Board reviews these principles and other aspects of governance periodically.

  45. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  46. Highlights of Our Director Compensation Program

    Highlights of Our Director Compensation Program The following are highlights of our compensation program for non-management Directors:

  47. Highlights of Our Director Compensation Program

    | | WHAT WE DO | | •On average, 62% of our Directors’ total annual compensation for 2025 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 credited with dividend equivalents and 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 2025, our Directors elected to defer on average 49% 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 2025 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, in each case without regard to Committee fees. As of December 31, 2025, each of our Directors exceeded the threshold. •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. •Our independent compensation consultant reviews our Director compensation program annually relative to our peer group and best practices. | |

  48. Highlights of Our Director Compensation Program

    | | WHAT WE DON’T DO | | •We do not pay any per-meeting fees. •We do not provide retirement benefits to our non-management Directors. | |

  49. Highlights of Our Director Compensation Program

    | | Director Compensation | 37 |

  50. Annual Review of Director Compensation

    Annual Review of Director Compensation In November 2024, 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 2025”) 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 to establish competitive total direct compensation opportunities for our Directors. In addition, based on Aon’s competitive review, the Governance Committee recommended and the Board approved a change to our RSU vesting schedule from one-year vesting to immediate vesting.

  51. Elements of Director Compensation

    Elements of Director Compensation The following table describes 2025 annual retainer and Committee chair and membership fees and equity awards for non-management Directors for the full-year. Our Directors do not receive additional fees for attending Board or Committee meetings. Our 2025 total direct compensation opportunities were unchanged from our 2024 program.

  52. Elements of Director Compensation

    | Type of Compensation | Amount | How Paid | | Annual Retainer Fee | | | | Non-Executive Chairman | $320,000 | Retainer is paid in cash (quarterly) and in Travel + Leisure Co. stock (annually) Requirement for Directors to receive at least 50% of their fees in our equity further aligns their interests with those of our shareholders Directors may elect: (i) to defer any cash-based compensation into DSUs and (ii) to receive the stock-based portion of their retainer in the form of common stock or DSUs. DSUs are credited with dividend equivalents in the form of additional 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. | | Lead Director | $265,000 | | | Director | $210,000 | | | Additional retainer – Audit Committee chair | $45,000 | | | Additional retainer – Compensation Committee chair | $35,000 | | | Additional retainer – Corporate Governance Committee chair | $30,000 | | | Additional retainer – Audit Committee member | $25,000 | | | Additional retainer – Compensation Committee member | $20,000 | | | Additional retainer – Executive Committee member | $20,000 | | | Additional retainer – Corporate Governance Committee member | $17,500 | | | Director Equity Awards | $125,000 | On March 5, 2025, each of our non-management Directors received a $125,000 annual equity grant of RSUs, which vested upon issuance. |

  53. Elements of Director Compensation

    | 38 | 2026 Proxy Statement | |

  54. Elements of Director Compensation

    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 2025. 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 $3,941 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. Beginning in 2026, Directors are also awarded 300,000 points annually under the Club Wyndham product. This allows Directors to experience the Vacation Ownership product in the same way an owner does. Value of these awards is expected to be aligned with the value of Wyndham Rewards points.

  55. Director Compensation Policies and Practices

    Director Compensation Policies and Practices Director Stock Ownership Guidelines The Corporate Governance Guidelines provide that each non-management Director will comply with Travel + Leisure Co.’s Non-Management Director Stock Ownership Guidelines.

  56. Director Compensation Policies and Practices

    | Current Compliance | Requirements | | •As of December 31, 2025, 100% of our non-management Directors exceeded the stock ownership threshold. •RSUs, DSUs and beneficially owned common stock count towards ownership requirements | •Each non-management Director to beneficially own an amount of our stock equal to the greater of a multiple of ≥5x the cash portion of the annual retainer or ≥2.5x the total retainer value, in each case without regard to Board Committee fees. •Directors have a period of five years after joining the Board to achieve compliance with this ownership threshold. |

  57. Director Compensation Policies and Practices

    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 ($5,625 in 2025).

  58. Director Compensation Policies and Practices

    | | Director Compensation | 39 |

  59. 2025 Director Compensation Table

    2025 Director Compensation Table The following table describes compensation we paid our non-management Directors for 2025.

  60. 2025 Director Compensation Table

    | Directors | Fees Paid in Cash ($) | Stock Awards ($)(a)(b) | All Other Compensation ($)(c) | Total ($) | | Louise F. Brady | — | 394,998 | 78,941 | 473,939 | | James E. Buckman - Lead Director | 152,546 | 277,452 | 75,000 | 504,998 | | George Herrera | 132,548 | 257,450 | 35,441 | 425,439 | | Stephen P. Holmes - Chairman | 170,010 | 294,988 | 39,600 | 504,598 | | Lucinda C. Martinez | 113,790 | 238,709 | 11,364 | 363,863 | | Denny Marie Post | 123,762 | 248,737 | 78,941 | 451,440 | | Ronald L. Rickles | 136,267 | 261,231 | 3,941 | 401,439 | | Michael H. Wargotz | 137,507 | 262,492 | 53,784 | 453,783 |

  61. 2025 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 5, 2025, each non-management Director was granted an RSU award with a grant date fair value of $125,000, which vests upon issuance. 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, 2025 were as follows: Ms. Brady, 82,595; Mr. Buckman, 128,502; Mr. Herrera, 46,333; Mr. Holmes, 48,292; Ms. Martinez, 3,020; Ms. Post, 37,980; Mr. Rickles, 48,117; and Mr. Wargotz, 129,357. Total shares of our common stock issuable for unvested RSUs at December 31, 2025 were as follows: Ms. Brady, 1,955; Mr. Buckman, 1,955; Mr. Herrera, 1,955; Mr. Holmes, 1,955; Ms. Martinez, 1,955; Ms. Post, 1,955; Mr. Rickles, 1,955; and Mr. Wargotz, 1,955. (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, $31,500; Ms. Martinez, $9,000; Ms. Post, $75,000; and Mr. Wargotz, $47,295. Ms. Brady, Mr. Herrera, Ms. Post, and Mr. Rickles all received 500,000 Wyndham Rewards Points with a value of $3,941. Mr. Wargotz received 490,000 Wyndham Rewards Points with a value of $3,862. Mr. Holmes received 345,776 Wyndham Rewards Points with a value of $2,725. Ms. Martinez received 300,000 Wyndham Rewards Points with a value of $2,364. 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 $5,625 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 “2025 Director Compensation Table.”

  62. 2025 Director Compensation Table

    | 40 | 2026 Proxy Statement | |

  63. Table of Contents

    | Compensation Committee Report | 63 | | Executive Compensation Tables | 64 | | 2025 Pay Versus Performance Disclosure | 75 | | 2025 Pay Ratio Disclosure | 80 |

  64. Executive Summary

    | | 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 NEOs 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 NEOs. | | | 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 NEOs 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 NEOs with those of our shareholders as well as support our goal of retaining key leaders. |

  65. Key Compensation Actions for 2025

    | 2025 Annual Incentive Plan | The 2025 Annual Incentive Plan design is consistent with the 2024 design in that we continued with a performance goal measured against corporate and business unit adjusted EBITDA targets for the CEO and senior leadership team reporting directly to the CEO, but for 2025, a performance goal based on strategic objectives was also incorporated. For 2025, management recommended and the Committee approved Adjusted EBITDA weighted at 90% (reduced from 100%) and the addition of a strategic, quantifiable goal weighted at 10%. This design continues to align the NEOs with shareholders emphasizing Adjusted EBITDA delivery through execution of our annual plan while also adding a second, quantifiable metric to our plan based on feedback we heard from our shareholders. | | 2025 Long-Term Incentive Plan Awards | For 2025, the Committee approved LTIP awards for our NEOs, with an award mix for our CEO of 50% PSUs and 50% time-vesting RSUs and for other NEOs of 25% PSUs and 75% time-vesting RSUs. 2025 Target LTIP Award | | | •PSUs are measured on an Adjusted Diluted EPS financial metric for the performance period 2025 to 2027, with achievement measured on a three-year average Adjusted Diluted EPS calculation. For each calendar year ending December 31, 2025, 2026 and 2027, the Compensation Committee will establish a “target” level of Adjusted Diluted 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 Diluted 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 vesting date. We believe this approach provides alignment with long-term performance by requiring sustained achievement of long-term performance objectives while providing the flexibility to adapt to shifting market conditions and macroeconomic uncertainties. |

  66. (Excluding CEO)

    | Type | Element | Why We Used It | Compensation Highlights | | Fixed | Base Salary | •Designed to attract and retain our NEOs and provide them with a base level of income | •Base salary increases of 4.2% were consistent with the broader employee population •Our CEO received a lower base salary increase of 2.0%. Based on the evaluation of compensation against the market, the Compensation Committee focused the CEO’s increase on the performance components of his compensation. | | Variable, Short-Term, Performance-Based | Annual Incentive Plan Awards | •Designed to create incentives for the NEOs to drive our short-term financial and operating performance and thus create value for our shareholders | •Continue to be based on performance goals measured against corporate and business unit adjusted EBITDA targets for the CEO and senior leadership team •Adjusted EBITDA weighting decreased from 100% to 90% to allow for the addition of quantifiable strategic metric weighted 10%. Significant weighting of Adjusted EBITDA aligns the interests of NEOs and shareholders in continuing to emphasize adjusted EBITDA delivery through execution of our annual plan. •Maximum pay-out 200% of the target award | | Variable, Long-Term, Performance-Based | Long-Term Incentive Plan Awards | •Designed to drive stock price appreciation, to reward long-term business plan delivery aligned with shareholder interests and to promote executive retention •Focused on aligning executives’ interests with those of shareholders, achieving competitiveness with the external market, rewarding key talent contributions and retention | •50% PSUs for CEO and 25% PSUs for other NEOs; 50% time-vesting RSUs for CEO and 75% time-vesting RSUs for other NEOs •Performance measured against Adjusted Diluted EPS targets determined annually for the performance period 2025 to 2027 •0%-200% of target PSU award may be earned and 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 vesting date. | | | PSUs | | | | | RSUs | | |

  67. Annual NEO Target Total Direct Compensation for 2025

    | Executive | Base Salary | Target Award (as % of base) | Target Annual Cash Incentive(a) | Long-Term Incentive Plan (LTIP) Target Fair Value | Target Total Direct | | Michael D. Brown | $1,336,800 | 175% | $2,339,400 | $10,850,000 | $14,526,200 | | Erik Hoag | $650,000 | 85% | $552,500 | $4,750,000 | $5,952,500 | | Geoff Richards | $661,509 | 85% | $562,282 | $3,200,000 | $4,423,791 | | Jeffrey Myers | $621,745 | 100% | $721,745 | $3,200,000 | $4,543,490 | | James Savina | $628,433 | 85% | $534,168 | $1,860,000 | $3,022,601 |

  68. Annual NEO Target Total Direct Compensation for 2025

    (a)As Chief Sales and Marketing Officer, Mr. Myers' Target Annual Cash Incentive is based 50% on our annual incentive compensation program for management and 50% on our sales and marketing incentive compensation plan. In addition, Mr. Myers’ Target Annual Cash Incentive includes a one-time opportunity to earn $100,000 upon achievement of revenue goals for Margaritaville Vacation Club. Compensation Governance Best Practices We engage in the following practices to ensure that our executive compensation program aligns with our shareholders' interests.

  69. Annual NEO Target Total Direct Compensation for 2025

    | | | | WHAT WE DO | WHAT WE DON’T DO | | •Our annual incentive compensation program requires achievement of rigorous financial performance metrics designed to incentivize high-performance and achievement of short-term financial goals and thus creates value for our shareholders. •Equity awards granted to our NEOs under our long-term incentive plan are designed to align their interests with our shareholders' interests. Regular annual equity awards constitute, on average, approximately 73% of their annual target total direct compensation and vest over multi-year periods. •Our incentive compensation program includes a performance-based equity incentive award, the vesting of which is contingent upon achievement of performance goals over a three-year period, incentivizing medium-term high performance and value growth for our shareholders. •We continue our shareholder outreach program to seek feedback on our governance and executive compensation practices. | •Our CEO receives no tax gross-ups on perquisites. •We have policies prohibiting our Directors and senior executives from engaging in any hedging transactions in our equity securities and from pledging, or using as collateral, our securities to secure personal loans or other obligations, including holding shares in margin accounts. •Our NEOs do not have the right to receive cash severance based solely upon change-in-control. Severance agreements with respect to cash severance payments are double trigger following the occurrence of a change-in-control. •None of our executive officers is entitled to any tax gross-up in connection with severance payments upon termination of employment. |

  70. Compensation Decision-Making Process

    | Compensation Committee | •Provides oversight on executive compensation policies and programs consistent with corporate objectives and shareholder interests •Operates under a written charter adopted by the Board and reviews the charter on an annual basis •Reports at our Board meetings on Committee actions and recommendations •The Committee’s membership is determined by the Board (upon the recommendation of the Corporate Governance Committee) and is composed entirely of independent Directors. | | Executive Compensation Consultant | •Provides independent advice, research and evaluation related to executive compensation and was paid $163,292 for its executive compensation services during 2025 •Prepares reports and analyses utilized by the Committee •Provides the Committee with competitive market pay analyses including compensation measurement services, peer group proxy data studies and market trends, and recommends the peer group Aon's Executive and Board Advisory practice, a division of Aon plc (Aon), was retained by the Committee as a third-party consultant. Travel + Leisure Co. has historically engaged affiliates of Aon for insurance brokerage and actuarial services as well as compensation survey subscriptions. In this capacity, management engaged Aon, without Board involvement, to provide insurance brokerage and actuarial services for the Company during 2025. We paid $189,922 to Aon Risk Services, Inc. for these surety services during 2025 (offset in part by commissions collected by Aon Risk Services, Inc. from insurance carriers for placing Travel + Leisure Co. policies). Aon has policies and procedures in place designed to prevent conflicts of interest and safeguard the independence of its executive compensation consulting advice. These policies and procedures include segregation of executive compensation services in a separate business unit with performance results of that unit measured solely based on the executive compensation services, clearly defined engagements with compensation committees separate from any other services provided, management of multi-service client relationships by separate account executives, no incentives provided for cross-selling of services and no more favorable terms offered to companies due to the retention of Aon Risk Services, Inc. for additional services. On an annual basis, the Committee reviews the independence of Aon in accordance with NYSE requirements and considered this relationship as part of its review. Based on its review, the Committee concluded that no conflict of interest was raised by the services provided by Aon Risk Services, Inc. and determined that the executive compensation advice received from Aon is objective and independent. | | Management | •Evaluates executive performance and recommends to the Committee base salary increases, performance factors for annual incentive compensation and long-term incentive compensation for the NEOs other than our CEO. •Works with the Committee to establish the agenda for Committee meetings and management prepares and distributes meeting information to Committee members •Participates in Committee meetings at the Committee’s request to provide background information regarding our strategic objectives, the CEO’s evaluation of the performance of the senior executives and compensation recommendations for senior executives other than himself. Our CEO is not involved in setting his own compensation, which is the exclusive responsibility of the Committee. While the Committee reviews management’s recommendations, the Committee retains discretion over all elements and levels of the NEOs’ compensation. The Committee generally bases its decisions on a combination of management’s recommendations with respect to executive compensation, other than for our CEO, the Committee's evaluation of NEO, including CEO, performance and the external market data provided by our management and independent compensation consultant. |

  71. Compensation Decision-Making Process

    Committee Consideration of Say-On-Pay Vote We currently hold an advisory vote on the compensation of our NEOs (Say-on-Pay Vote) on an annual basis in accordance with the preference expressed by our shareholders at our 2023 annual meeting regarding the frequency of the Say-on-Pay Vote. See “Say on Pay Results, Shareholder Outreach and Responsiveness” above in this Compensation Discussion and Analysis for additional information. Annual Evaluation and Compensation Risk Assessment An important aspect of the Committee's work relates to the annual determination of compensation for our executive officers. The Committee meets each year to review the performance of the executive officers and to review, consider and approve the level and mix of base salaries, annual incentive compensation, grants of long-term incentive compensation and perquisites. As part of its annual total compensation program review, the Committee considers the potential for any material risks arising from or relating to our compensation programs. The Committee believes that our compensation programs do not encourage excessive risk-taking by our executives or employees and are not reasonably likely to have a material adverse effect on Travel + Leisure Co. The following aspects of our compensation programs encourage the management of our business in a prudent manner: •The Committee reviews and compares executive compensation against our peer group to confirm that compensation is within an acceptable range relative to the external market. •Our performance-based compensation is in large part keyed to our earnings, aligning interests of shareholders and management, and designed to improve our core operating results as opposed to high risk strategies. •Our annual incentive compensation opportunities and PSUs are capped at a specified maximum as a countermeasure to excessive risk-taking. •Our commission-based sales programs are monitored by management for compliance with law and internal policies. 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 NEOs. 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.

  72. Compensation Decision-Making Process

    Annually, the 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 2025 pay decisions:

  73. Compensation Decision-Making Process

    | Criteria for Fiscal 2025 Peer Group | Characteristics | | 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 Co'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 | | Competitors | Companies that compete with Travel + Leisure Co. for business and management talent |

  74. Compensation Decision-Making Process

    Peer Group Composition for 2025. The following peer companies comprised the peer group used by the Compensation Committee for our NEO compensation determinations for 2025.

  75. Compensation Decision-Making Process

    For 2025, MGM Resorts International and Royal Caribbean Cruises Ltd were removed for reasons related to size. Sabre Corporation was added based on industry representation and size. Peer Group Composition for 2026. In August 2025, 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 2026: •Remove: Alaska Air Group, Inc. - annual revenues above the preferred range due to the acquisition of Hawaiian Holdings, Inc.

  76. Peer Review

    Peer Review Our compensation consultant’s review of the 2025 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 NEO compensation packages are competitive with our peer group and the elements of compensation we provide our NEOs are consistent with the compensation elements provided by our peer group companies.

  77. 2025 NEO Compensation

    Annual Incentive Compensation Consistent with our Total Compensation Strategy, we provide cash-based annual incentive compensation designed to create incentives for the NEOs to drive our short-term financial and operating performance and thus create value for our shareholders.

  78. 2025 NEO Compensation

    | | | | | | | | | • | | | Goal Setting | | Recommendation | | Committee Review | | Committee Determination | | | | •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, as well as performance metrics that include a combination of factors to determine potential annual incentive compensation for our NEOs, including Company (corporate) and/or business unit Earnings Before Interest Taxes Depreciation and Amortization (EBITDA), as adjusted, a standard measure of our profitability. Our NEOs are also measured against quantifiable strategic objectives aligned with their area of responsibility. An executive’s annual incentive compensation may be higher or lower than their target annual incentive compensation depending on the level of achievement of these performance objectives. The minimum payout opportunity for performance at threshold is 25% of the target award. For 2025, the maximum payout opportunity for our NEOs 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 review and approval by the Committee considering operating budgets that reflect our operating and strategic plans. Adjusted EBITDA excludes 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 and applicable individual strategic goal results achieved against the pre-established performance targets approved by the Committee. •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. | | | • | | | | | | | | | | | | • | | | | | | | | | | | | • | | | | | | | | | | | | • | | |

  79. 2025 Annual Incentive Program

    2025 Annual Incentive Program

  80. Fiscal Year 2025 Design

    Fiscal Year 2025 Design In March 2025, the Committee approved our annual cash incentive program design based 90% on Adjusted EBITDA for the CEO and his direct reports and 10% on a quantifiable strategic objective aligned with each executive’s area of responsibility. Adjusted EBITDA is measured on the consolidated business (corporate) and business unit adjusted EBITDA targets for our 2025 annual incentive program with the pre-established performance tiers ranging from 90% (threshold) up to 105.7% (maximum) 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. Threshold performance for Adjusted EBITDA must be achieved for any payment to be made for the strategic objective.

  81. Fiscal Year 2025 Design

    | Travel + Leisure Co. Adjusted EBITDA Weighting | | Business Unit Adjusted EBITDA Weighting (if applicable) | | Strategic Objective Performance | | Payout | | | + | | + | | = | |

  82. Fiscal Year 2025 Design

    (a)As Chief Sales and Marketing Officer, Mr. Myers' Target Annual Cash Incentive is based 50% on our annual incentive compensation program for management and 50% on our sales and marketing incentive compensation plan.

  83. Overall Payout Results for 2025

    Overall Payout Results for 2025 The Corporate and Business Unit goals and actual performance results under the annual cash incentive program for the fiscal year ended December 31, 2025 are outlined in the table below.

  84. 2025 Financial Performance Targets and Results (weighted 90%)

    2025 Strategic Objectives and Results (weighted 10%) In addition to our financial performance targets, our CEO and his leadership team are measured on a strategic goal component weighted 10% of their annual incentive target. Strategic goals are approved by the Committee for each of the named executive officers and achievement levels are outlined in the following table. We do not disclose threshold, target and maximum performance goals due to the potential for competitive harm with metrics that are not otherwise publicly disclosed.

  85. 2025 Financial Performance Targets and Results (weighted 90%)

    | Executive | Objective | Payout Level | Payout % | | Michael D. Brown | Reduce Inventory on Balance Sheet | Maximum | 200% | | Erik Hoag | Cash Conversion from Adjusted EBITDA | Maximum | 200% | | Geoff Richards | Sports Illustrated Operational VOI Sales | Below Threshold | —% | | Jeffrey Myers | Marketing and Sales Cost | Target | 100% | | James Savina | Conclusion of SEC legal matter | Threshold | 25% |

  86. Total Payout

    Total Payout

  87. Total Payout

    | Executive | Payout % | Total Target | Total Payout | | Michael D. Brown | 142.8% | $2,332,843 | $3,331,300 | | Erik Hoag | 142.8% | $343,610 | $490,674 | | Geoff Richards | 141.8% | $559,053 | $792,738 | | Jeffrey Myers | 151.8% | $309,087 | $469,195 | | James Savina | 125.3% | $531,101 | $665,469 |

  88. Total Payout

    Based on his role as Chief Sales and Marketing Officer, Mr. Myers also 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 2025 sales incentive plan is measured against targets for Net Operating Income (“NOI”), Revenue and Cost Management for Vacation Ownership North America. In 2025, a qualifier was added to the plan requiring achievement of a New Owner Revenue target in order to receive payout greater than 110% of target on NOI and Revenue metrics. These targets, established in the first quarter of 2025, were deemed to be challenging but achievable. Under this sales 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. As NOI is a critical driver in delivering overall company Adjusted EBITDA performance and is a key driver of shareholder value, it was important to incentivize Mr. Myers’ for continued delivery of strong NOI performance. As NOI performance exceeded target but the New Owner Revenue target was not met under the qualifier, in the fourth quarter management requested and the Compensation Committee approved payout up to 150% (from 110%). This plan paid out at 146.9% of target. In 2025, Mr. Myers also received a one-time bonus of $100,000 for achievement of $122M in Margaritaville Vacation Club Revenue on a target of $100M. Mr. Hoag’s target and total payout are pro-rated based on hire date of May 19, 2025. The Non-Equity Incentive Plan and Bonus columns of the Summary Compensation Table list the annual incentive compensation we paid our NEOs for 2025.

  89. Total Payout

    | 58 | 2026 Proxy Statement | |

  90. Total Payout

    Long-Term Incentive Compensation Consistent with our Total Compensation Strategy, we provide our NEOs with long-term incentive compensation designed to drive stock price appreciation, to reward execution of our long-term business plan and to promote executive retention. Accordingly, our long-term incentive compensation for our NEOs 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 NEOs 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. To determine annual grant sizes, the Committee considers a variety of relevant factors, including competitive market data from peer companies and survey data provided by Aon, the macro-economic environment for our industry, the Company’s annual equity utilization and overall dilutive profile, Company and individual performance, and other aspects that are important factors for determining competitive total compensation opportunities for our executives.

  91. 2025 Long-Term Incentive Plan Awards

    2025 Long-Term Incentive Plan Awards On March 5, 2025, the Committee approved an LTIP award for our CEO in the form of 50% PSUs and 50% time-vesting RSUs. The other NEO awards were in the form of 25% PSUs and 75% time-vesting RSUs.

  92. 2025 Long-Term Incentive Plan Awards

    | PSUs | RSUs | | •0%-200% of target award may be earned based on achievement level of three-year average performance against Adjusted Diluted EPS financial metric for the performance period 2025 to 2027. | •Vest ratably over four years, subject to continued employment. |

  93. 2025 Long-Term Incentive Plan Awards

    Management and the Committee believe that average Adjusted Diluted EPS is an appropriate multi-year profitability measure that is complementary to our annual incentive cash program performance metric, Adjusted EBITDA, and a strong indicator of the value we return to our shareholders. The Adjusted Diluted EPS targets are set to generally align with our strategic growth plan. Consistent with our 2024 PSU grant, the number of earned PSUs is measured using the three-year average performance achievement against three successive one-year Adjusted Diluted EPS goals. Management and the Committee believe strongly that this design to include three-year average performance against Adjusted Diluted EPS performance is appropriate because it allows realistic targets to be set when management and the Committee have the most current understanding of internal financial information and external market conditions. The Committee will ensure ongoing shareholder alignment and continuous improvement by approving annual threshold, target and stretch Adjusted Diluted EPS targets. 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 2025 PSU goals following the end of the three-year performance period, at which time achievement against performance goals will be determined.

  94. 2025 Long-Term Incentive Plan Awards

    | | Executive Compensation | 59 |

  95. LTIP Performance Stock Units Awarded in 2023

    LTIP Performance Stock Units Awarded in 2023 In alignment with our philosophy of emphasizing performance-based compensation, the Committee awarded 2023 PSUs measured on achievement of three-year cumulative Adjusted Diluted EPS. Our CEO and other NEOs were granted an award in the form of PSUs that provided the opportunity to earn 25% of LTIP target if threshold was achieved and up to a maximum of 200% of target LTIP award for maximum performance, with no vesting occurring below threshold performance. Cumulative Adjusted Diluted EPS for the three-year performance period, including specified adjustments under the award agreement, was $18.14 which would have resulted in no vesting under the plan. The Compensation Committee determined amounts earned under the PSUs after reviewing the Company’s Cumulative Adjusted Diluted EPS performance together with a qualitative assessment of Company and Management performance for the three-year measurement period, particularly in the Vacation Ownership segment. Our NEOs were critical in advancing our multi-brand strategy with the launch of Sports Illustrated Resorts in 2023, the acquisition of Accor Vacation Club in 2024 and the launch of Eddie Bauer Adventure Club in 2025, all while overseeing exceptional performance by our core Vacation Ownership brands. In addition, our NEOs were instrumental in leading our Resort Optimization Initiative. During the measurement period, however, the business was negatively impacted by unforeseen increases to interest rates, with the largest impact in 2024. Due to the exceptional operational execution by our Chief Operating Officer and Chief Sales & Marketing Officer for Vacation Ownership and the critical role of our General Counsel in the launch of new brands and his leadership on the Resort Optimization Initiative, as well as our continued return of capital to shareholders through increased dividends and share buybacks, the Compensation Committee approved the use of positive discretion for NEOs, excluding our CEO, due to the unforeseen impact of interest rate headwinds. Taking this adjustment into account resulted in Cumulative Adjusted Diluted EPS of $18.80, resulting in vesting, slightly above threshold, of 52.76% of the target PSU shares granted. No vesting occurred for our CEO. Mr. Hoag, our CFO, was not employed at the time of the 2023 grant and thus did not have PSUs to vest. These shares are included in the Outstanding Equity Table.

  96. Financial Targets for 2023 PSU Awards Covering the 2023-2025 Performance

    Financial Targets for 2023 PSU Awards Covering the 2023-2025 Performance

  97. Financial Targets for 2023 PSU Awards Covering the 2023-2025 Performance

    | | | Threshold | Target | Maximum | Payout | | | | 25% Vesting | 100% Vesting | 200% Vesting | | | Adjusted Diluted EPS | | | | | 52.76% |

  98. Financial Targets for 2023 PSU Awards Covering the 2023-2025 Performance

    | 60 | 2026 Proxy Statement | |

  99. Summary of Outstanding Equity Performance Awards

    Summary of Outstanding Equity Performance Awards 0%-200% of the target amount of outstanding PSUs may be earned based on the achievement level of predetermined Adjusted Diluted EPS financial metrics over a three-year performance period. In 2024, we introduced a calculation based on three-year average performance against Adjusted Diluted EPS, as outlined below, for the measurement period of January 1, 2024 - December 31, 2026. We continued with this approach for 2025 for the measurement period of January 1, 2025 - December 31, 2027 and for 2026 for the measurement period of January 1, 2026 - December 31, 2028. We believe this approach provides alignment with long-term performance by requiring sustained achievement of long-term performance objectives while providing the flexibility to adapt to shifting market conditions and macroeconomic uncertainties. •For each calendar year in the measurement period, the Compensation Committee will establish a “target” level of Adjusted Diluted EPS to be achieved for such year with targets set in the first quarter of each year. •The vesting 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 average percentage of achievement of the overall Adjusted Diluted 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 vesting date.

  100. Summary of Outstanding Equity Performance Awards

    | | 2024 Fiscal Year | 2025 Fiscal Year | 2026 Fiscal Year | 2027 Fiscal Year | 2028 Fiscal Year | | 2024 PSUs | Year 1 | Year 2 | Year 3 | | | | | 3-year average performance against Adjusted Diluted EPS | | | | | | | 2025 PSUs | Year 1 | Year 2 | Year 3 | | | | | 3-year average performance against Adjusted Diluted EPS | | | | | | | 2026 PSUs | Year 1 | Year 2 | Year 3 | | | | | 3-year average performance against Adjusted Diluted EPS | | |

  101. Deferred Compensation Plans

    Deferred Compensation Plans Officer Deferred Compensation Plan. Our nonqualified officer deferred compensation plan permits NEOs 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 NEOs are listed in the Nonqualified Deferred Compensation Table. 401(k) Plan. We provide all employees, including our NEOs, with a 401(k) plan after thirty (30) days of service. Our 401(k) plan permits NEOs to defer base salary, subject to applicable Internal Revenue Code dollar limits. We provide NEOs 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.

  102. Severance Arrangements

    Severance Arrangements The employment agreements and employment letters of our NEOs 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 NEOs 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.

  103. Change-in-Control Arrangements

    Change-in-Control Arrangements In the event of a change-in-control of Travel + Leisure Co., the NEOs receive cash severance payments only if their employment is terminated without cause or, if applicable, for constructive discharge following the change-in-control. Our NEOs 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 NEOs, fully vest on a change-in-control. The payments and terms of our NEOs’ 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 NEOs 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 NEOs 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 NEOs’ current income and therefore are independent of the peer group regular compensation data review.

  104. Change-in-Control Arrangements

    | 62 | 2026 Proxy Statement | |

  105. Compensation Policies and Governance Practices

    Compensation Policies and Governance Practices Executive Officer Stock Ownership Guidelines Our Executive Officer Stock Ownership Guidelines are intended to further align the interests of executive officers with the interests of shareholders. Stock ownership meeting the guidelines includes common stock and RSUs but excludes PSUs and vested and unvested stock options.

  106. Compensation Policies and Governance Practices

    Policy and Practices Regarding Timing of Stock Options and other Equity Awards The Board and the Committee maintain a Policy on Granting Equity Awards (Equity Grant Policy) for executive officers, other senior management, other employees, and non-employee Directors. The Equity Grant Policy is intended to prevent equity grant timing issues. Under the Equity Grant Policy the Committee approves annual cycle equity grants to executive officers, senior management, and other employees. The annual cycle equity grants to the executive officers, other senior management, and other employees generally occurs (including for 2025 annual cycle equity grants) at a pre-set meeting of the Committee occurring in the first quarter following the end of the fiscal year. In addition to annual cycle equity awards, equity awards may be granted at other times during the year in connection with new hires, promotions and other special circumstances. The Equity Grant Policy provides that the equity grant date is to be a NYSE trading day occurring within twenty NYSE trading days of the date on which the Company announces its quarterly results of operations, except for full value awards to employees who are not members of the Senior Executive Leadership which may occur on other dates. No stock options or stock option type equity awards were made by the Company in 2025, except in connection with our Employee Stock Purchase Plan which is generally available to all employees. The Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2025, and it is the Company’s practice not to time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  107. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table summarizes compensation paid to our NEOs for 2025, 2024, and 2023.

  108. 2025 Summary Compensation Table

    | Name & Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(a) | Non-Equity Incentive Plan Compensation ($)(b) | All Other Compensation ($)(c) | Total ($) | | Michael D. Brown President and Chief Executive Officer | 2025 | 1,331,756 | — | 10,849,962 | 3,331,300 | 487,675 | 16,000,693 | | | 2024 | 1,310,504 | — | 10,499,986 | 2,476,845 | 372,166 | 14,659,501 | | | 2023 | 1,300,792 | — | 9,799,932 | 1,112,668 | 210,686 | 12,424,078 | | Erik Hoag Chief Financial Officer | 2025 | 375,000 | — | 4,749,929 | 490,674 | 192,762 | 5,808,365 | | | 2024 | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | | Geoffrey Richards Chief Operating Officer - Vacation Ownership | 2025 | 656,395 | — | 3,199,936 | 792,738 | 170,145 | 4,819,214 | | | 2024 | 629,222 | — | 3,199,995 | 598,797 | 147,832 | 4,575,846 | | | 2023 | 605,922 | 48,697 | 3,499,970 | 252,254 | 131,912 | 4,538,755 | | Jeffrey Myers Chief Sales and Marketing Officer - Vacation Ownership | 2025 | 616,934 | — | 3,199,936 | 1,024,285 | 175,671 | 5,016,826 | | | 2024 | 591,395 | — | 3,199,995 | 670,643 | 146,867 | 4,608,900 | | | 2023 | 569,503 | 26,923 | 3,499,970 | 384,402 | 132,393 | 4,613,191 | | James Savina General Counsel and Corporate Secretary | 2025 | 623,579 | — | 1,859,967 | 665,469 | 169,786 | 3,318,801 | | | 2024 | 597,765 | — | 1,799,918 | 550,507 | 152,328 | 3,100,518 | | | 2023 | 575,633 | 46,262 | 2,299,949 | 288,158 | 137,559 | 3,347,561 | | Michael A. Hug Former Chief Financial Officer | 2025 | 368,950 | — | — | — | 80,028 | 448,978 | | | 2024 | 669,547 | — | 3,299,955 | 616,618 | 157,061 | 4,743,181 | | | 2023 | 644,759 | 51,818 | 3,599,936 | 322,763 | 137,194 | 4,756,470 |

  109. 2025 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. 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 2025 LTIP. The grant date fair value of PSUs granted in 2025 assuming maximum performance achievement under award terms is as follows: Mr. Brown, $10,849,962; Mr. Hoag, $1,249,942; Mr. Richards, $1,599,941; Mr. Myers, $1,599,941; and Mr. Savina, $929,956. (b)For 2025, the amount shown in “Non-Equity Incentive Plan Compensation” reflects annual incentive compensation for 2025, paid in 2026 and for Mr. Myers, also includes sales incentive compensation earned in 2025. The total payout for Mr. Myers under the sales incentive plan for 2025 was $555,090, including the $100,000 bonus paid for achievement of revenue goals for Margaritaville Vacation Club. (c)See All Other Compensation Table for a description of compensation included in this column.

  110. 2025 Summary Compensation Table

    | | Executive Compensation | 65 |

  111. 2025 Grants of Plan-Based Awards Table

    2025 Grants of Plan-Based Awards Table The following table summarizes grants of plan-based awards made to the NEOs in 2025.

  112. 2025 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 | 3/5/2025 | | | | | | | 98,996 | 5,424,981 | | | 3/5/2025 | | | | 24,749 | 98,996 | 197,992 | | 5,424,981 | | | (d) | 583,211 | 2,332,843 | 4,665,686 | | | | | | | Mr. Hoag | 5/20/2025 | | | | | | | 83,064 | 4,124,958 | | | 5/20/2025 | | | | 3,146 | 12,585 | 25,170 | | 624,971 | | | (d) | 85,903 | 343,610 | 687,220 | | | | | | | Mr. Richards | 3/5/2025 | | | | | | | 43,795 | 2,399,966 | | | 3/5/2025 | | | | 3,649 | 14,598 | 29,196 | | 799,970 | | | (d) | 139,763 | 559,053 | 1,118,106 | | | | | | | Mr. Myers | 3/5/2025 | | | | | | | 43,795 | 2,399,966 | | | 3/5/2025 | | | | 3,649 | 14,598 | 29,196 | | 799,970 | | | (d) | 215,114 | 718,920 | 1,337,842 | | | | | | | Mr. Savina | 3/5/2025 | | | | | | | 25,456 | 1,394,989 | | | 3/5/2025 | | | | 2,121 | 8,485 | 16,970 | | 464,978 | | | (d) | 132,775 | 531,101 | 1,062,202 | | | | | |

  113. 2025 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 5, 2025 and for Mr. Hoag on May 20, 2025. PSUs are subject to vesting based on achievement against a pre-established performance metric, Adjusted Diluted Earnings Per Share (EPS), measured over the three-year performance period (January 1, 2025 to December 31, 2027) with the Adjusted Diluted EPS targets set in the first quarter of each year. 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, 2025, with the exception of Mr. Hoag who holds 45,308 RSUs that vest ratably over a period of three years on each anniversary of May 25, 2025 and 37,756 RSUs that vest ratably over a period of four years on each anniversary of May 25, 2025. (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 2025 annual incentive program. Amounts actually paid for 2025 are reported in the Non-Equity Incentive Plan Compensation 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.

  114. 2025 Grants of Plan-Based Awards Table

    | | Executive Compensation | 67 |

  115. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    Outstanding Equity Awards at 2025 Fiscal Year-End Table The following table summarizes the number of securities underlying outstanding plan awards for the NEOs as of December 31, 2025.

  116. Outstanding Equity Awards at 2025 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 | 3/7/2019 | 139,198 | —(b) | $44.38 | 3/7/2029 | | | | | | | 3/4/2020 | 223,521 | —(c) | $41.04 | 3/4/2030 | | | | | | | 3/4/2020 | 343,406 | —(d) | $41.04 | 3/4/2030 | | | | | | | 3/3/2021 | 113,407 | —(e) | $59.00 | 3/3/2031 | | | | | | | 3/1/2022 | | | | | 18,205(f) | 1,283,999 | | | | | 3/7/2023 | | | | | 52,157(g) | 3,678,633 | | | | | 3/12/2024 | | | | | 87,132(h) | 6,145,420 | | | | | 3/5/2025 | | | | | 98,996(i) | 6,982,188 | | | | | 3/7/2023 | | | | | | | —(k) | — | | | 3/12/2024 | | | | | | | 232,352(l) | 16,387,787 | | | 3/5/2025 | | | | | | | 197,992(m) | 13,964,376 | | Mr. Hoag | 5/20/2025 | | | | | 83,064(j) | 5,858,504 | | | | | 5/20/2025 | | | | | | | 25,170(m) | 1,775,240 | | Mr. Richards | 3/1/2022 | | | | | 7,980(f) | 562,829 | | | | | 3/7/2023 | | | | | 24,004(g) | 1,693,002 | | | | | 3/12/2024 | | | | | 39,832(h) | 2,809,351 | | | | | 3/5/2025 | | | | | 43,795(i) | 3,088,861 | | | | | 3/7/2023 | | | | | | | 18,449(k) | 1,301,208 | | | 3/12/2024 | | | | | | | 35,406(l) | 2,497,185 | | | 3/5/2025 | | | | | | | 29,196(m) | $2,059,194 | | Mr. Myers | 3/1/2022 | | | | | 7,980(f) | $562,829 | | | | | 3/7/2023 | | | | | 24,004(g) | $1,693,002 | | | | | 3/12/2024 | | | | | 39,832(h) | $2,809,351 | | | | | 3/5/2025 | | | | | 43,795(i) | $3,088,861 | | | | | 3/7/2023 | | | | | | | 18,449(k) | $1,301,208 | | | 3/12/2024 | | | | | | | 35,406(l) | $2,497,185 | | | 3/5/2025 | | | | | | | 29,196(m) | $2,059,194 | | Mr. Savina | 3/1/2022 | | | | | 4,256(f) | $300,176 | | | | | 3/7/2023 | | | | | 13,336(g) | $940,588 | | | | | 3/12/2024 | | | | | 22,405(h) | $1,580,225 | | | | | 3/5/2025 | | | | | 25,456(i) | $1,795,412 | | | | | 3/7/2023 | | | | | | | 14,696(k) | $1,036,509 | | | 3/12/2024 | | | | | | | 19,914(l) | $1,404,534 | | | 3/5/2025 | | | | | | | 16,970(m) | $1,196,894 | | Mr. Hug | 3/1/2022 | | | | | 8,512(f) | $600,351 | | | | | 3/7/2023 | | | | | 24,893(g) | $1,755,703 | | | | | 3/12/2024 | | | | | 41,076(h) | $2,897,090 | | |

  117. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    (a)Calculated using closing price of Travel + Leisure Co. common stock on the New York Stock Exchange on December 31, 2025, of $70.53.

  118. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | 68 | 2026 Proxy Statement | |

  119. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    (b)Grant of stock options, which vested ratably over a period of four years on each anniversary of March 7, 2019. (c)Grant of stock options, which vested ratably over a period of four years on each anniversary of March 10, 2020. (d)Grant of stock options, which cliff vested after five years on March 10, 2025. (e)Grant of stock options, which vested ratably over a period of four years on each anniversary of March 10, 2021. (f)Grant of RSUs, which vest ratably over a period of four years on each anniversary of March 10, 2022. (g)Grant of RSUs, which vest ratably over a period of four years on each anniversary of March 10, 2023. (h)Grant of RSUs, which vest ratably over a period of four years on each anniversary of March 15, 2024. (i)Grant of RSUs, which vest ratably over a period of four years on each anniversary of March 10, 2025. (j)Grant of RSUs 45,308 of which vest ratably over a period of three years on each anniversary of May 25, 2025 and 37,756 of which vest ratably over a period of four years on each anniversary of May 25, 2025. (k)Grant of PSUs which vested following the conclusion of a three-year performance period ending on December 31, 2025, based on cumulative Adjusted Diluted EPS, as measured against pre-established performance tiers. Based on the Compensation Committee’s approval of the use of positive discretion as described in the Compensation Discussion and Analysis under “LTIP Performance Stock Units Awarded in 2023”, the awards were paid out at 52.76% of the target PSUs granted. No positive discretion was approved for our CEO and thus no PSU awards vested for Mr. Brown. (l)Grant of PSUs, which vest following the conclusion of a three-year performance period ending on December 31, 2026, based on adjusted Diluted EPS, measured over the three-year performance period against pre-established performance tiers. Amount reported is based on performance through December 31, 2025, and represents the number of shares which may be earned for maximum performance. (m)Grant of PSUs, which vest following the conclusion of a three-year performance period ending on December 31, 2027, based on adjusted Diluted EPS, measured over the three-year performance period against pre-established performance tiers. Amount reported is based on performance through December 31, 2025, and represents the number of shares which may be earned for maximum performance.

  120. 2025 Option Exercises and Stock Vested Table

    2025 Option Exercises and Stock Vested Table The following table summarizes vesting of RSUs and PSUs held by and the options exercised by the NEOs in 2025.

  121. 2025 Option Exercises and Stock Vested Table

    | | Option Awards | | | Stock Awards | | | | Name | Date | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(a) | Date | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(b) | | Mr. Brown | — | — | — | 3/10/2025 | 211,111 | 10,772,994 | | | — | — | — | 3/15/2025 | 29,044 | 1,393,531 | | Mr. Richards | 7/25/2025 | 124,454 | 2,492,042 | 3/10/2025 | 49,734 | 2,537,926 | | | — | — | — | 3/15/2025 | 13,277 | 637,030 | | Mr. Myers | 7/24/2025 | 110,885 | 2,174,640 | 3/10/2025 | 49,734 | 2,537,926 | | | — | — | — | 3/15/2025 | 13,277 | 637,030 | | Mr. Savina | 7/24/2025 | 65,665 | 1,295,242 | 3/10/2025 | 26,932 | 1,374,340 | | | — | — | — | 3/15/2025 | 7,468 | 358,315 | | Mr. Hug | 7/24/2025 | 73,933 | 1,571,863 | 3/10/2025 | 52,764 | 2,692,547 | | | 10/27/2025 | 55,679 | 1,179,838 | 3/15/2025 | 13,692 | 656,942 |

  122. 2025 Option Exercises and Stock Vested Table

    (a)The amounts shown in this column represent the number of shares exercised multiplied by the difference between the option exercise price and the market price on the date of exercise. (b)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. The March 10, 2025 closing share price was $51.03. As March 15, 2025 was on a weekend, the March 14, 2025 closing share price was $47.98.

  123. 2025 Option Exercises and Stock Vested Table

    | | Executive Compensation | 69 |

  124. 2025 Nonqualified Deferred Compensation Table

    2025 Nonqualified Deferred Compensation Table The following table provides information regarding 2025 nonqualified deferred compensation for the NEOs under our Officer Deferred Compensation Plan. None of our NEOs has a balance under our Savings Restoration Plan.

  125. 2025 Nonqualified Deferred Compensation Table

    | Name | Executive Contributions in 2025 ($)(a) | Company Contributions in 2025 ($)(b) | Aggregate Earnings in 2025 ($)(c) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at 12/31/2025 ($)(d) | | Mr. Brown | 279,783 | 279,783 | 2,034,100 | 191,592 | 2,169,045 | | Mr. Hoag | 51,940 | 51,940 | 45,976 | — | 46,711 | | Mr. Richards | 173,896 | 86,948 | 3,881,599 | — | 4,061,519 | | Mr. Myers | 154,655 | 92,793 | 3,965,112 | — | 4,223,837 | | Mr. Savina | 77,343 | 77,343 | 925,451 | — | 984,206 | | Mr. Hug | 22,137 | 22,137 | 2,203,800 | 190,771 | 2,182,186 |

  126. 2025 Nonqualified Deferred Compensation Table

    (a)All amounts are included as 2025 compensation in the Summary Compensation Table. Includes amounts applicable to 2025 annual incentive compensation paid in 2026 and for Mr. Myers annual sales incentive compensation paid in 2025. (b)All amounts are reported as 2025 compensation in the All Other Compensation Table. Includes amounts applicable to 2025 annual incentive compensation paid in 2026 and for Mr. Myers annual sales incentive compensation paid in 2025. (c)Represents gains or losses in 2025 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 NEOs who have previously served as NEOs. This column reflects the ending balance posted to NEO accounts at December 31, 2025 which does not include 2025 annual incentive compensation earned in 2025 but paid in 2026. Our Officer Deferred Compensation Plan is described in the Compensation Discussion and Analysis. The aggregate balances of the NEOs 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 2025, we offered a choice of investment options including money market, debt, equity and lifecycle funds.

  127. 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 NEOs who served during 2025 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, 2025. Mr. Hug, our former CFO, retired from the company effective July 1, 2025. For a description of the benefit which Mr. Hug received in connection with his retirement, see above “Agreements with Named Executive Officers - Mr. Hug.”

  128. 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 | — | — | 42,295,713 | 42,295,713 | | | Termination without Cause or Constructive Discharge | 10,991,838 | 68,225 | 32,614,624 | 43,674,687 | | | Qualifying Termination Following Change-in-Control | 10,991,838 | 68,225 | 42,295,713 | 53,355,776 | | Mr. Hoag | Voluntary Retirement, Resignation or Involuntary Termination for Cause | — | — | — | — | | | Death or Disability | — | — | 6,746,124 | 6,746,124 | | | Termination without Cause or Constructive Discharge | 2,405,000 | 67,960 | 2,903,720 | 5,376,680 | | | Qualifying Termination Following Change-in-Control | 2,405,000 | 67,960 | 6,746,124 | 9,219,084 | | Mr. Richards | Voluntary Retirement, Resignation or Involuntary Termination for Cause | — | — | — | — | | | Death or Disability | — | — | 12,898,597 | 12,898,597 | | | Termination without Cause | 2,447,583 | 67,931 | 8,289,109 | 10,804,623 | | | Qualifying Termination Following Change-in-Control | 2,447,583 | 67,931 | 12,898,597 | 15,414,111 | | Mr. Myers | Voluntary Retirement, Resignation or Involuntary Termination for Cause | — | — | — | — | | | Death or Disability | — | — | 12,898,597 | 12,898,597 | | | Termination without Cause | 1,865,235 | 68,225 | 8,289,109 | 10,222,569 | | | Qualifying Termination Following Change-in-Control | 1,865,235 | 68,225 | 12,898,597 | 14,832,057 | | Mr. Savina | Voluntary Retirement, Resignation or Involuntary Termination for Cause | — | — | — | — | | | Death or Disability | — | — | 7,881,798 | 7,881,798 | | | Termination without Cause | 2,325,202 | 68,225 | 4,984,919 | 7,378,346 | | | Qualifying Termination Following Change-in-Control | 2,325,202 | 68,225 | 7,881,798 | 10,275,225 |

  129. 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 whether or not the executive’s employment is terminated. Equity acceleration value was calculated using the closing price of our common stock on the NYSE on December 31, 2025, of $70.53.

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

    | 74 | 2026 Proxy Statement | |

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

    (c)For annual LTIP PSUs granted March 7, 2023, the amount reflects the number of shares that may be earned at 52.76% based on performance through December 31, 2025. For annual LTIP PSUs granted March 12, 2024, the amount reflects the number of shares that may be earned at maximum based on performance through December 31, 2025. For annual LTIP PSUs granted March 5, 2025, the amount reflects the number of shares that may be earned at maximum based on performance through December 31, 2025. 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, 2025, of $70.53. 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 NEOs’ 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. Hoag, 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 NEOs, under the plan fully vest and any performance conditions imposed with respect to PSU awards are deemed to be fully achieved at target. Under the individual agreements for awards, all awards fully vest on the death or disability of the NEO 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% 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% 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 NEOs, 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.

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

    | | Executive Compensation | 75 |

  133. 2025 Pay Versus Performance Disclosure

    2025 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 CEO or our other NEOs. For further information on our Executive Compensation Program refer to "Executive Compensation - Compensation Discussion and Analysis" above in this proxy statement.

  134. Pay Versus Performance Table

    Pay Versus Performance Table

  135. 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) | | | | 2025 | 16,000,693 | 32,970,459 | 3,882,437 | 7,321,381 | 189.60 | 226.60 | 230,170,514 | 6.34 | | 2024 | 14,659,501 | 24,737,027 | 4,257,111 | 6,189,096 | 130.29 | 199.57 | 410,995,399 | 5.75 | | 2023 | 12,424,078 | 8,465,998 | 4,316,877 | 3,430,975 | 96.70 | 150.99 | 396,411,721 | 5.70 | | 2022 | 11,603,104 | 5,226,416 | 3,889,994 | 1,502,467 | 86.07 | 90.79 | 356,407,443 | 4.52 | | 2021 | 10,620,565 | 16,334,031 | 3,154,881 | 5,089,048 | 125.96 | 119.84 | 307,824,735 | 3.65 |

  136. Pay Versus Performance Table

    (a)Our CEO was Michael Brown during all periods presented. During 2025 our other NEOs consisted of Erik Hoag, Geoffrey Richards, Jeffrey Myers, James Savina, and Michael Hug. Michael Hug terminated employment effective July 1, 2025. During 2024 our other NEOs consisted of Michael Hug, Geoffrey Richards, Jeffrey Myers, and James Savina. During 2023 our other NEOs consisted of Michael Hug, Geoffrey Richards, Jeffrey Myers, and Olivier Chavy. Olivier Chavy terminated employment effective February 20, 2024. 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. (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.

  137. Pay Versus Performance Table

    | Adjustments to Determine CAP for CEO | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Deduction for total of amounts reported under the Stock Awards and Option Awards columns in the SCT | (10,849,962) | (10,499,986) | (9,799,932) | (7,699,986) | (7,139,945) | | Increase for fair value of awards granted during year that remained unvested at year-end | 16,291,539 | 13,047,935 | 4,077,634 | 7,951,944 | 6,340,732 | | 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 | 9,632,386 | 5,342,426 | 596,239 | (6,782,534) | 3,980,277 | | 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 | 591,872 | 1,106,943 | 423,877 | (598,155) | 2,297,602 | | Average increase for dividends paid (accrued) in the covered year up to vesting date | 1,303,931 | 1,080,208 | 744,102 | 752,043 | 234,799 | | Total Adjustments | $16,969,766 | $10,077,526 | $(3,958,080) | $(6,376,688) | $5,713,465 |

  138. 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.

  139. Pay Versus Performance Table

    | 76 | 2026 Proxy Statement | |

  140. Pay Versus Performance Table

    | Adjustments to Determine CAP for NEOs (excluding our CEO) | 2025 Average ($) | 2024 Average ($) | 2023 Average ($) | 2022 Average ($) | 2021 Average ($) | | Average deduction for total of amounts reported under the Stock Awards and Option Awards columns in the SCT | (2,601,954) | (2,874,965) | (3,299,952) | (2,013,935) | (1,929,979) | | Average increase for fair value of awards granted during year that remain unvested at year-end | 3,711,707 | 3,391,105 | 1,737,619 | 1,516,817 | 1,807,965 | | 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) | — | — | — | 45,249 | — | | 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 | 2,269,643 | 835,326 | 241,262 | (1,569,651) | 1,150,212 | | 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 | 6,098 | 299,020 | 167,848 | (353,979) | 769,033 | | Average deduction for prior year fair value of awards forfeited during the year (actual amounts only for Mr. Hug in 2025 of $1,129,349 and Mr. Brodsky in 2022 of $1,138,870) | (225,870) | — | — | (227,774) | — | | Average increase for dividends paid (accrued) in the covered year up to vesting date | 279,320 | 281,499 | 267,322 | 215,746 | 136,937 | | Total Adjustments | $3,438,944 | $1,931,985 | $(885,901) | $(2,387,527) | $1,934,168 |

  141. 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, 2020 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, 2020 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 2025 Annual Report on Form 10-K. (g)The Company has identified Adjusted Diluted EPS as the company-selected financial performance measure for the pay versus performance disclosure as it represents the most important financial performance measure used in 2025 to link CAP for our CEO and other NEOs to the Company's performance (see Appendix B in this proxy statement for a reconciliation of Adjusted Diluted EPS, a non-GAAP measure, the most directly comparable GAAP measure).

  142. 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, 2020 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 NEOs under our long-term incentive plan are designed to align their interests with our shareholder's interests. Regular annual equity awards constitute, for 2025, on average, approximately 73% 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 2021 to 2025 with the exception of 2022, where CAP for our CEO and other NEOs decreased while Net Income increased, and 2025 where CAP for our CEO and other NEOs increased while Net Income decreased. Year-over-year net income grew 16% from 2021 to 2022 while CAP decreased. Year-over-year net income growth continued from 2022 to 2023 with 11% growth while CAP also increased. Year-over-year net income growth continued from 2023 to 2024 with 4% growth while CAP also increased. Year-over year net income decreased 44% from 2024 to 2025 while CAP increased. The Net Income decrease in 2025 is inclusive of $216 million in inventory write-downs and impairments related to the Resort Optimization Initiative. In order to promote the long-term strength of our vacation ownership resorts, we undertook a strategic review during 2025 with the intent of optimizing the overall quality of our resort portfolio, aligning with evolving owner preferences, preserving the affordability of maintenance fees, and mitigating the need for costly special assessments in the future. We expect this initiative to positively impact our earnings beginning in 2026. See Note 25-Restructuring of our annual report on form 10-K filed with the SEC on February 18, 2026 for additional information on this initiative. Regular annual equity awards for 2025 constitute on average, approximately 73% of the annual target total direct compensation packages for our CEO and other NEOs ensuring alignment with shareholder interests.

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

    | 78 | 2026 Proxy Statement | |

  144. Compensation “Actually Paid” Versus GAAP Net Income (Net Income presented in millions)

    | | Compensation Actually Paid to CEO | | Average Compensation Actually Paid to Other NEOs | | Net Income (GAAP) |

  145. Compensation “Actually Paid” Versus Adjusted Diluted EPS

    | | Compensation Actually Paid to CEO | | Average Compensation Actually Paid to Other NEOs | | Adjusted Diluted EPS |

  146. Compensation “Actually Paid” Versus TSR

    | | Compensation Actually Paid to CEO | | Average Compensation Actually Paid to Other NEOs | | | Total Shareholder Return | | Peer Group Total Shareholder Return |

  147. 2025 Pay Ratio Disclosure

    2025 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 2025, the median of the annual total compensation of all employees of our Company (other than our CEO) was $57,430 and the annual total compensation of our CEO was $16,023,648. 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 2025 was 279 to 1. This pay ratio disclosure is a reasonable estimate calculated in a manner consistent with SEC rules and guidance. For 2025 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, 2025, our employee population, including our full-time, part-time and temporary employees, consisted of 19,318 individuals (excluding our CEO), with 14,485 of these individuals located in the U.S. and 4,833 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 8971 non-U.S. employees from this employee population. For purposes of determining our pay ratio, our designated employee population included a total of 18,421 employees, including 14,485 U.S. employees and 3,936 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 2025 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 2025 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: 1 from Argentina; 2 from Columbia; 3 from Italy; 5 from Greece; 6 from Dubai; 7 from Egypt; 8 from Finland; 9 from Spain; 16 from Portugal; 16 from Brazil; 38 from China; 38 from India; 40 from Singapore; 52 from Ireland; 59 from South Africa; 148 from Indonesia; 166 from Thailand; and 283 from Japan. (2)As permitted by SEC rules, the amount attributable to these health benefits ($22,955) is not included in our CEO's total compensation reported above in the 2025 Summary Compensation Table.

  148. 2025 Pay Ratio Disclosure

    | | Audit Matters | 81 |