DEF 14A of Park Hotels & Resorts Inc., Mar 8, 2024

DEF 14A of Park Hotels & Resorts Inc.

Filed Mar 8, 2024 · FY20230001617406-24-000026

Open on EDGAR

  1. DIRECTOR NOMINEE HIGHLIGHTS

    DIRECTOR NOMINEE HIGHLIGHTS

  2. Director Nominees and Committees

    Director Nominees and Committees

  3. Director Nominees and Committees

    | | | | Committee Memberships | | | | | Name | Independent | Director Since | AC | CC | GC | Other Public Company Boards | | Thomas J. Baltimore, Jr. (Chairman) | -- | 2016 | | | | 2 | | Patricia M. Bedient | ✓ | 2017 | | | | 2 | | Thomas D. Eckert | ✓ | 2019 | | | | 1 | | Geoffrey M. Garrett | ✓ | 2017 | | | | -- | | Christie B. Kelly | ✓ | 2016 | | | | 1 | | Sen. Joseph I. Lieberman | ✓ | 2017 | | | | 1 | | Terri D. McClements | ✓ | 2024 | | | | -- | | Thomas A. Natelli | ✓ | 2019 | | | | -- | | Timothy J. Naughton | ✓ | 2017 | | | | 1 | | Stephen I. Sadove (Lead Independent Director) | ✓ | 2017 | | | | 3 |

  4. Director Nominees and Committees

    | AC | Audit Committee | CC | Compensation & Human Capital Committee | | GC | Nominating, Governance & Corporate Responsibility Committee | | Chair of the Committee |

  5. Snapshot of Director Nominees

    Snapshot of Director Nominees Our director nominees each exhibit an effective mix of skills, experience, diversity and judgement. *Information in charts above calculated as of March 8, 2024. 10

  6. DIVERSITY

    DIVERSITY

  7. Average Tenure: 5.9 Years

    Average Tenure: 5.9 Years

  8. Average Age: 67.3

    Average Age: 67.3

  9. 1 of 4 Board leadership roles held by a woman

    1 of 4 Board leadership roles held by a woman

  10. Experience/Qualifications/Skills of Director Nominees

    Experience/Qualifications/Skills of Director Nominees

  11. Experience/Qualifications/Skills of Director Nominees

    | 4 out of 10 Accounting/ Financial Expertise | 10 out of 10 Accounting/ Financial Literacy | 10 out of 10 Board of Directors Experience | 9 out of 10 Business Operations Experience | 10 out of 10 Executive Experience | | 8 out of 10 Financial/Capital Markets Experience | 3 out of 10 Lodging Industry Knowledge | 9 out of 10 Management Experience | 9 out of 10 Real Estate Experience | 8 out of 10 Prior REIT Experience | | | 6 out of 10 Retail Experience | 10 out of 10 Risk Management Experience | 4 out of 10 Technology/Cyber Systems Knowledge | |

  12. HOW OUR EXECUTIVE COMPENSATION PROGRAM SUPPORTS OUR BUSINESS STRATEGY

    HOW OUR EXECUTIVE COMPENSATION PROGRAM SUPPORTS OUR BUSINESS STRATEGY Our executive compensation program is designed to support the longevity and stability of the Company by driving long-term business outcomes, promoting strong governance practices and discouraging irresponsible risk- taking. This is achieved by structuring individual pay to align with the Company’s performance. All senior executives have a large portion of their compensation that is variable and covers multi-year performance periods. Our long-term incentive awards are designed to align executives with the Company’s long-term performance using performance-based equity awards in the form of restricted stock awards and performance stock units. For example, in fiscal year 2023, 88.2% of our Chief Executive Officer’s target annual total direct compensation was variable and “at-risk” based on the performance of the Company. Furthermore, as a result of our stockholders’ favoring strong pay for performance alignment as communicated during our annual stockholder outreach program, the Compensation Committee continued to award a significant portion of the target annual equity award granted to our executive officers in the form of performance-based grants. In addition, executive compensation is also increasingly linked to our corporate responsibility goals. Since 2022, in response to stockholder feedback, the Compensation Committee has adopted an annual scorecard, incorporating key environmental, social and governance initiatives into our executive compensation program. This continued use of the scorecard demonstrates the Company’s continued commitment to our corporate responsibility initiatives. Our executive compensation program, including compensation principles and strategy, is discussed in detail under the Compensation Discussion and Analysis section of this Proxy Statement. 14

  13. HOW OUR EXECUTIVE COMPENSATION PROGRAM SUPPORTS OUR BUSINESS STRATEGY

    | 2023 ANNUAL CASH BONUS OPPORTUNITY for the Chief Executive Officer that is: | | 90% DEPENDENT on achievement of predetermined and measurable corporate performance objectives | | 10% DEPENDENT on Compensation Committee’s assessment of individual contributions toward achievement of measurable goals tied to the Company’s strategic priorities | | 2023 ANNUAL EQUITY AWARD for the Chief Executive Officer |

  14. DIRECTOR NOMINEES

    DIRECTOR NOMINEES Our Governance Committee and our Board have determined that the director nominees possess a diverse and balanced mix of attributes, viewpoints and experiences to effectively oversee Park’s long-term business strategy. Biographical information about each director nominee, as well as highlights of certain notable qualifications, experience, skills and attributes that contributed to the director nominee’s selection for election at our 2024 annual meeting of stockholders, are included on the following pages. The self-identified gender and race/ethnicity and other diverse characteristics of each director nominee is also provided below under “Summary of Director Nominees’ Skills and Experience.”

  15. DIRECTOR NOMINEES

    | Thomas J. Baltimore, Jr. Chairman of the Board, President and Chief Executive Officer of Park Hotels & Resorts Inc. | | | Director since: 2016 Age: 60 Other Current Public Company Boards: ➣ American Express Company ➣ Comcast Corporation | Professional Experience Mr. Baltimore joined the Company in May 2016 and has served as our President and Chief Executive Officer and as a director and the Chairman of the Board since December 2016. Prior to joining the Company, Mr. Baltimore served most recently as the President and Chief Executive Officer of RLJ Lodging Trust (NYSE: RLJ) (“RLJ”), a lodging REIT, and as a member of its board of trustees from RLJ’s formation on January 31, 2011 until May 11, 2016. Prior to that, Mr. Baltimore co-founded RLJ Development and served as its president from 2000 to 2011. During this time period, RLJ Development and affiliates raised and invested more than $2.2 billion in equity. Previously, Mr. Baltimore served as vice president of gaming acquisitions of Hilton Hotels Corporation from 1997 until 1998 and later as vice president of development and finance from 1999 until 2000. He also served in various management positions with Marriott Corporation and Host Marriott Services Corporation, including vice president of business development. Mr. Baltimore currently serves on the board of directors of American Express Company (NYSE: AXP) and Comcast Corporation (Nasdaq: CMCSA). Previously, Mr. Baltimore served on the board of directors of Prudential Financial, Inc. (NYSE: PRU) until March 2023, the board of directors of AutoNation, Inc. (NYSE: AN) until January 2021, the board of directors of Duke Realty Corporation (NYSE: DRE) until April 2017, the board of trustees of RLJ until May 2016 and the board of directors of Integra Life Sciences Company (NASDAQ: IART) until August 2012. Mr. Baltimore is also one of the Co-Chairs of the National Association of Real Estate Investment Trusts’ (“Nareit”) Dividends Through Diversity, Equity & Inclusion CEO Council. Mr. Baltimore received his Bachelor of Science degree from the McIntire School of Commerce, University of Virginia and his Master of Business Administration degree from the Colgate Darden School of Business, University of Virginia. Key Qualifications and Experience Mr. Baltimore’s knowledge of and extensive experience in various senior leadership roles in the lodging real estate industry provides the Board valuable industry-specific knowledge and expertise. In addition, Mr. Baltimore’s role as our President and Chief Executive Officer brings management perspective to Board deliberations and provides beneficial information about the status of our day-to-day operations. |

  16. DIRECTOR NOMINEES

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  17. DIRECTOR NOMINEES

    | Director Nominee Gender & Ethnic/Racial Diversity | Director Nominee Independence | Board Committees Chaired by Women | Director Nominees with Prior Public Company CEO/CFO Experience | Director Nominees with Prior REIT Experience | | 40% | 90% | 33% | 60% | 80% |

  18. DIRECTOR NOMINEES

    | Patricia M. Bedient Former Executive Vice President and Chief Financial Officer of Weyerhaeuser Company | | | INDEPENDENT Director since: 2017 Committees: Audit; Governance Age: 70 Other Current Public Company Boards: ➣ Alaska Air Group, Inc. ➣ Suncor Energy Inc. | Professional Experience Ms. Bedient has served as a director on the Board since January 2017. Ms. Bedient most recently served as Executive Vice President for Weyerhaeuser Company (NYSE: WY), one of the world’s largest integrated forest products companies, from 2007 until her retirement in July 2016. Ms. Bedient also served Weyerhaeuser as Chief Financial Officer from 2007 until February 2016. Prior to that, Ms. Bedient served as Senior Vice President, Finance and Strategic Planning of Weyerhaeuser from 2006 until 2007 and as Vice President, Strategic Planning from 2003, when Ms. Bedient joined Weyerhaeuser, until 2006. A certified public accountant (“CPA”) since 1978, Ms. Bedient served as managing partner of the Seattle office of Arthur Andersen LLP prior to joining Weyerhaeuser. Ms. Bedient also worked at Arthur Andersen’s Portland and Boise offices as a partner and as a CPA during her 27-year career with that firm. Ms. Bedient currently serves on the board of directors of Alaska Air Group, Inc. (NYSE: ALK), where she serves as the Non-executive Board Chair, and Suncor Energy Inc. (NYSE: SU), where she serves as the Chair of the Audit Committee. Ms. Bedient received her Bachelor of Science degree in Business Administration with concentrations in Finance and Accounting from Oregon State University. She is a member of the American Institute of CPAs. Ms. Bedient holds a Certificate in cyber-risk oversight from the National Association of Corporate Directors. Key Qualifications and Experience Ms. Bedient brings to the Board her extensive financial, management and cyber-risk oversight experience, including service as a REIT chief financial officer. In addition, Ms. Bedient brings to the Board her public company directorship experience. |

  19. DIRECTOR NOMINEES

    | Thomas D. Eckert Former Chairman of the Board, Chief Executive Officer and President of Capital Automotive Real Estate Services, Inc. | | | INDEPENDENT Director since: 2019 Committees: Audit; Compensation (Chair) Age: 76 Other Current Public Company Boards: ➣ NVR, Inc. | Professional Experience Mr. Eckert has served as a director on the Board since September 2019. Mr. Eckert previously served at Capital Automotive Real Estate Services, Inc., a privately owned real estate company that owns and manages net-leased real estate for automotive retailers, as President and Chief Executive Officer from 2005 until 2011 and as Chairman of the board of directors from 2011 until 2014. Prior to that, Mr. Eckert served as President, Chief Executive Officer and a trustee of Capital Automotive REIT (Nasdaq: CARS) from its founding in 1997 until it was taken private in 2005. Prior to his tenure at Capital Automotive, Mr. Eckert served at Pulte Home Corporation, a U.S. homebuilder company, from 1983 until 1997. Prior to working at Pulte, Mr. Eckert spent over seven years with the public accounting firm of Arthur Andersen LLP. Mr. Eckert currently serves on the board of directors of NVR, Inc. (NYSE: NVR). In addition, Mr. Eckert formerly served on the board of trustees of Chesapeake Lodging Trust (“Chesapeake”) (NYSE: CHSP) from 2010 until Park’s acquisition of Chesapeake in 2019; on the board of directors of Dupont-Fabros Technologies, Inc. (NYSE: DFT) from 2007 until 2017; as the Chairman on the board of directors of The Munder Funds, a $10 billion mutual fund group, from 2006 until 2014; on the board of trustees of The Victory Funds, a $20 billion mutual fund group, from 2014 until 2015; and on the board of trustees of Gramercy Property Trust from 2015 until 2018. Additionally, Mr. Eckert is currently an Emeritus Trustee of The College Foundation at the University of Virginia. Mr. Eckert received a Bachelor degree in Business Administration from the University of Michigan. Key Qualifications and Experience Mr. Eckert brings to the Board his extensive financial and leadership experience, including service as a chief executive officer of a publicly-traded REIT. In addition, Mr. Eckert brings to the Board his public company directorship experience. |

  20. DIRECTOR NOMINEES

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  21. DIRECTOR NOMINEES

    | Geoffrey M. Garrett Dean of Marshall School of Business of the University of Southern California | | | INDEPENDENT Director since: 2017 Committee: Audit; Compensation Age: 65 Other Current Public Company Boards: None | Professional Experience Mr. Garrett has served as a director of the Board since June 2017. Mr. Garrett currently serves as dean of the University of Southern California’s Marshall School of Business (“Marshall”). Prior to his appointment as dean of Marshall in July 2020, Mr. Garrett served as the dean of the Wharton School of Business at the University of Pennsylvania from 2014 to 2020, the dean of the business school at University of New South Wales in Australia from January 2013 until June 2014 and the dean of the business school at the University of Sydney, Australia from January 2013 until December 2013. From 2008 until 2012, Mr. Garrett served as the Founding Chief Executive Officer and a Professor of Political Science at the United States Studies Centre in Sydney, Australia. Prior to that, Mr. Garrett served as President of the Pacific Council of International Policy in Los Angeles from 2005 until 2009 and the dean of the UCLA International Institute from 2001 until 2005. Mr. Garrett previously served as a professor at Oxford University, Stanford University, Yale University and as a member of the faculty in the Management Department at Wharton. Mr. Garrett received a Bachelor of Arts degree with Honors from the Australian National University and a Master of Arts and Doctor of Philosophy degrees from Duke University where he was a Fulbright Scholar. Key Qualifications and Experience Mr. Garrett brings to the Board his extensive leadership and management experience, as well as a diverse perspective gained from serving as the dean of one of the most prominent business schools in the United States. |

  22. DIRECTOR NOMINEES

    | Christie B. Kelly Former Executive Vice President, Chief Financial Officer and Treasurer of Realty Income Corporation | | | INDEPENDENT Director since: 2016 Committees: Audit (Chair); Compensation Age: 62 Other Current Public Company Boards: ➣ Kite Realty Group Trust | Professional Experience Ms. Kelly has served as a director on the Board since December 2016. Ms. Kelly most recently served as the Executive Vice President, Chief Financial Officer and Treasurer of Realty Income Corporation (NYSE: O), a REIT focused on investing in free-standing, single-tenant commercial properties that are subject to triple-net leases, from January 2021 until December 2023. Prior to her appointment as Chief Financial Officer of Realty Income in January 2021, Ms. Kelly served as Executive Vice President and Chief Financial Officer of Jones Lang LaSalle Incorporated (NYSE: JLL) (“JLL”), a publicly traded financial and professional services firm specializing in real estate, from July 2013 until September 2018. Prior to her tenure at JLL, Ms. Kelly served as Executive Vice President and Chief Financial Officer of Duke Realty Corporation (NYSE: DRE) (“Duke”) from 2009 until June 2013. From 2007 until she joined Duke in 2009, Ms. Kelly served as Senior Vice President, Global Real Estate at Lehman Brothers, where she led real estate equity syndication in the United States and Canada. Prior to that, Ms. Kelly served at General Electric Company (NYSE: GE) from 1983 to 2007 in numerous finance and operational financial management positions in the United States, Europe and Asia that included responsibility for mergers and acquisitions, process improvements, internal audit and enterprise risk management. Ms. Kelly currently serves on the board of directors of Kite Realty Group Trust (NYSE: KRG) and Gilbane, Inc., a private global development company. Ms. Kelly served on the board of directors of Realty Income Corporation from November 2019 until January 2021. Ms. Kelly received her Bachelor of Arts degree in Economics from Bucknell University. She has been recognized as one of the Women of Influence by the Indianapolis Business Journal. Key Qualifications and Experience Ms. Kelly brings to the Board financial and industry-specific expertise, including as chief financial officer of a REIT, as well as her public company directorship experience. Additionally, the Board values Ms. Kelly’s extensive network in the REIT-industry. The Board believes that the combination of Ms. Kelly’s experience, network and dedication, which she has consistently demonstrated by, among other things, her exemplary engagement and attendance at Board meetings since joining the Board, is a valuable asset to our Company. |

  23. DIRECTOR NOMINEES

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  24. DIRECTOR NOMINEES

    | Sen. Joseph I. Lieberman Former U.S. Senator of the State of Connecticut and Current Senior Counsel at Kasowitz, Benson & Torres LLP | | | INDEPENDENT Director since: 2017 Committees: Audit; Governance Age: 82 Other Current Public Company Boards: ➣ L&F Acquisition Corp. | Professional Experience Sen. Lieberman has served as a director on the Board since January 2017. Sen. Lieberman has been Senior Counsel at Kasowitz, Benson & Torres LLP, a national law firm focusing on complex commercial litigation, since 2013. Prior to joining Kasowitz, Sen. Lieberman, the Democratic nominee for Vice President of the United States in the 2000 presidential election, served 24 years in the U.S. Senate, retiring in January 2013 following the end of his fourth term. During his tenure in the U.S. Senate, Sen. Lieberman helped shape legislation in areas of public policy, including national and homeland security, foreign policy, fiscal policy, environmental protection, human rights, health care, trade, energy, cyber security and taxes. Sen. Lieberman served the U.S. Senate in many leadership roles, including as the Chairman of the Committee on Homeland Security and Government Affairs. Prior to being elected to the U.S. Senate, Sen. Lieberman served as the Attorney General of the State of Connecticut from 1983 until 1988. From 1970 until 1980, Sen. Lieberman also served in the Connecticut State Senate, including three terms as majority leader. Sen. Lieberman currently serves on the board of directors of L&F Acquisition Corp. (NYSE: LNFA.U.), where he serves as the Chair of the Compensation Committee. Sen. Lieberman received his Bachelor of Arts degree in Political Science and Economics and his Juris Doctorate degree from Yale University. Key Qualifications and Experience Sen. Lieberman brings to the Board extensive public policy and government relations experience, including as U.S. Senator of the State of Connecticut, and legal experience in his current role as Senior Counsel. |

  25. DIRECTOR NOMINEES

    | Terri D. McClements Former Partner at PricewaterhouseCoopers | | | INDEPENDENT Director since: 2024 Committees: -- Age: 61 Other Current Public Company Boards: None | Professional Experience Ms. McClements has served as a director on the Board since January 2024. Ms. McClements most recently served as a partner in the Washington, D.C. office at PricewaterhouseCoopers (“PwC”), a multinational professional service firm that is considered one of the “Big Four” accounting firms, from 1997 until her retirement in June 2023. While at PwC, Ms. McClements served as an advisor to Fortune 100 and 500 multinational companies and their boards of directors on organizational change, digital/cloud transformations, human capital, DE&I, financial/accounting and securities reporting matters and was appointed to manage PwC’s project management office responses to both the Ukraine and COVID-19 crises. Ms. McClements was also charged with leading PwC’s DE&I practice and managed the firm’s partner candidate leadership development experience from 2020 until June 2023. Between 2017 and 2020, Ms. McClements was the Mid- Atlantic Market Managing Partner for PwC, overseeing over 6,000 professionals across all lines of service for the mid-atlantic region of the country. Ms. McClements currently serves on the board of directors of the American Cancer Society and Inova Health System. Ms. McClements received her Bachelor of Science degree in Accounting from California University of Pennsylvania. She is a licensed CPA in Maryland, Virginia, and Washington, D.C. She has been recognized as one of the 100 Most Powerful Women in Washington by the Washingtonian Magazine (2017, 2019 and 2021), as one of the 50 Most Influential Virginians by Virginia Business (2018-2021) and was inducted into the Washington Business Hall of Fame in December of 2023. Key Qualifications and Experience Ms. McClements brings to the Board her record of achievement during a 38 year career that provided her with extensive financial and management experience, including service as a Senior Partner and Mid- Atlantic Market Managing Partner at a large multinational professional service firm. In addition, Ms. McClements brings to the Board her human capital and DE&I management experience. |

  26. DIRECTOR NOMINEES

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  27. DIRECTOR NOMINEES

    | Thomas A. Natelli President and Chief Executive Officer of Natelli Communities | | | INDEPENDENT Director since: 2019 Committees: Audit; Governance Age: 63 Other Current Public Company Boards: None | Professional Experience Mr. Natelli has served as a director on the Board since September 2019. Mr. Natelli has served as President and Chief Executive Officer of Natelli Communities, a privately held real estate investment and development company, since 1987. In July 2021, Mr. Natelli joined the Board of Quantum Loophole, Inc., a privately held developer of data center campuses. Mr. Natelli is the past chairman and has served on the board of the School of Engineering at Duke University since 2006. He has served on the President’s Council of Catholic Charities of Washington DC since 2014. Previously, Mr. Natelli served on the board of directors of Chesapeake Lodging Trust (NYSE: CHSP) from 2010 until Park’s acquisition of Chesapeake in 2019; on the board of directors of Highland Hospitality Corporation (NYSE: HIH) from 2003 until 2007; on the board of trustees of Suburban Hospital Healthcare System from 1993 until 2006; and on the board of directors of FBR National Bank and Trust, a wholly-owned affiliate of Friedman, Billings, Ramsey Group, Inc. (NYSE: FBR) from 2001 until 2005. Mr. Natelli served as President of the Board of the Montgomery County Chamber of Commerce in 1993, and played a central role in creating the Montgomery Housing Partnership in 1989, a non-profit organization created to preserve and expand the supply of affordable housing in Montgomery County, Maryland. Mr. Natelli received his Bachelor of Science degree in Mechanical Engineering from Duke University in 1982. Key Qualifications and Experience Mr. Natelli brings to the Board industry-specific experience in the real estate sector, as well as his public company directorship experience. |

  28. DIRECTOR NOMINEES

    | Timothy J. Naughton Executive Chairman of the Board and Former Chief Executive Officer of AvalonBay | | | INDEPENDENT Director since: 2017 Committees: Governance (Chair); Compensation Age: 62 Other Current Public Company Boards: ➣ AvalonBay Communities, Inc. | Professional Experience Mr. Naughton has served as a director on the Board since January 2017. Mr. Naughton currently serves as the Non-Executive Chairman of the Board of Directors of AvalonBay Communities, Inc. (NYSE: AVB) (“AvalonBay”), a REIT focused on multifamily communities. Joining AvalonBay’s predecessor entity in 1989, Mr. Naughton served as Chairman of the board of directors for AvalonBay from May 2013 until January 2022, as Chief Executive Officer from January 2012 until January 2022, as President from February 2005 until February 2021, as Chief Operating Officer from 2001 until 2005, as Senior Vice President, Chief Investment Officer from 2000 until 2001 and as Senior Vice President and Vice President, Development and Acquisitions from 1993 until 2000. Mr. Naughton served on the board of directors of Welltower Inc. (NYSE: WELL) from 2013 until 2019, previously served on the executive board of Nareit, is a member of The Real Estate Round Table, is a member and past Chairman of the Multifamily Council of the Urban Land Institute and is a member of the Real Estate Forum. Mr. Naughton sits on the board of the Jefferson Scholars Foundation at the University of Virginia. Mr. Naughton received his Master of Business Administration from Harvard Business School and received his Bachelor of Arts degree in Economics with High Distinction from the University of Virginia, where he was elected to Phi Beta Kappa. Key Qualifications and Experience Mr. Naughton brings to the Board industry-specific experience in the real estate sector, including as chief executive officer of a REIT, as well as his extensive public company directorship experience. |

  29. DIRECTOR NOMINEES

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  30. DIRECTOR NOMINEES

    | Stephen I. Sadove Founding Partner of JW Levin Management Partners LLC and Former Chairman of the Board and Chief Executive Officer of Saks Inc. | | | INDEPENDENT Director since: 2017 Committees: Compensation; Governance Age: 72 Other Current Public Company Boards: ➣ Colgate-Palmolive Company ➣ Aramark ➣ Movado Group, Inc. | Professional Experience Mr. Sadove has served as a director on the Board since January 2017. Mr. Sadove has served as a founding partner of JW Levin Management Partners LLC, a private management and investment firm, since 2015. Mr. Sadove has also served as principal of Stephen Sadove and Associates, which provides consulting services to the retail industry, since 2014. From 2007 until 2013, Mr. Sadove served as Chairman and Chief Executive Officer of Saks Incorporated (“Saks”), an owner and operator of high-end department stores in the United States. Prior to that, Mr. Sadove served Saks as Vice Chairman from January 2002 until March 2004, as Chief Operating Officer from March 2004 until January 2006 and was named Chief Executive Officer in 2006. Prior to his tenure with Saks, Mr. Sadove served Bristol-Myers Squibb Company (NYSE: BMY) from 1991 until 2001, as President, Clairol from 1991 until 1996, as President, Worldwide Beauty Care from 1996 until 1997, as President, Worldwide Beauty Care and Nutritionals from 1997 until 1998 and as Senior Vice President of Bristol-Myers Squibb and President, Worldwide Beauty Care from 1997 until 2001. Mr. Sadove currently serves on the board of directors of Colgate-Palmolive Company (NYSE: CL), Aramark (NYSE: ARMK), where he is also Non-Executive Chairman of the Board, Movado Group, Inc. (NYSE: MOV) and Waterloo Sparkling Water, a privately-held sparkling water producer, where he serves as Non-Executive Chairman of the Board. Mr. Sadove served on the board of directors of J.C. Penney Company, Inc. (NYSE: JCP) until May 2016 and Ruby Tuesday, Inc. (NYSE: RT) until December 2017. Mr. Sadove received his Master of Business Administration degree with Distinction from Harvard Business School and received his Bachelor’s degree in Government from Hamilton College. He currently is a life trustees of Hamilton College. Key Qualifications and Experience Mr. Sadove brings to the Board extensive operations and management experience, including as chief executive officer of a large, national retailer, as well as his extensive public company directorship experience. |

  31. DIRECTOR NOMINEES

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  32. SUMMARY OF DIRECTOR NOMINEES’ SKILLS AND EXPERIENCE

    SUMMARY OF DIRECTOR NOMINEES’ SKILLS AND EXPERIENCE

  33. SUMMARY OF DIRECTOR NOMINEES’ SKILLS AND EXPERIENCE

    | | | | | | | | | | | | | SKILLS AND EXPERIENCE | | | | | | | | | | | | ACCOUNTING / FINANCIAL EXPERTISE enables an in-depth understanding of our financial reporting and internal controls, ensuring transparency and accuracy | | • | • | | • | | • | | | | | ACCOUNTING / FINANCIAL LITERACY enables a general understanding of our financial reporting and internal controls, ensuring transparency and accuracy | • | • | • | • | • | • | • | • | | • | | BOARD OF DIRECTORS experience in serving on public sector, private sector or non-profit boards | • | • | • | • | • | • | • | • | • | • | | BUSINESS OPERATIONS experience provides directors with a practical understanding of developing, implementing and evaluating our operating plans and strategies | • | • | • | • | • | | • | • | • | • | | EXECUTIVE experience in leadership role as a company executive officer or head of a government or academic organization | • | • | • | • | • | • | • | • | • | • | | FINANCIAL / CAPITAL MARKETS experience is important to raising the capital needed to fund our business | • | • | • | | • | | • | • | • | • | | LODGING knowledge of the lodging industry and the issues facing hotels, brands and owners | • | | • | | | | | • | | | | MANAGEMENT experience provides directors a practical understanding of developing, implementing and assessing our operating plan and business strategy | • | • | • | • | • | | • | • | • | • | | REAL ESTATE experience is important to understanding the business and strategy of a real estate company | • | • | • | • | • | | • | • | • | • | | REITS prior knowledge of the issues facing real estate investment trusts including taxation and public markets | • | • | • | | • | | • | • | • | • | | RETAIL experience is important in understanding hospitality as a retail platform and also the retail that exists in many hotels within the Company’s portfolio | • | | • | | • | | | • | • | • | | RISK MANAGEMENT experience is critical to the Board’s role in overseeing the risks facing the Company | • | • | • | • | • | • | • | • | • | • | | TECHNOLOGY / CYBER SYSTEMS relevant to the Company as it looks to enhance internal operations and assess cyber issues | | • | | | • | | • | | | • | | DEMOGRAPHICS | | | | | | | | | | | | RACIAL / ETHNICITY / OTHER FORMS OF DIVERSITY | | | | | | | | | | | | AFRICAN AMERICAN / BLACK | • | | | | | | | | | | | ALASKAN NATIVE / NATIVE AMERICAN | | | | | | | | | | | | ASIAN / PACIFIC ISLANDER | | | | | | | | | | | | HISPANIC / LATINX | | | | | | | | | | | | TWO OR MORE RACES OR ETHNICITIES | | | | | | | | | | | | WHITE / CAUCASIAN | | • | • | • | • | • | • | • | • | • | | LGBTQ+ | | | | | | | | | | | | GENDER | | | | | | | | | | | | FEMALE | | • | | | • | | • | | | | | MALE | • | | • | • | | • | | • | • | • | | NON-BINARY | | | | | | | | | | | | INDEPENDENCE | | | | | | | | | | | | INDEPENDENT DIRECTOR | | • | • | • | • | • | • | • | • | • |

  34. SUMMARY OF DIRECTOR NOMINEES’ SKILLS AND EXPERIENCE

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  35. Program Details

    Program Details Our independent directors receive director compensation for the period from the annual meeting at which they are elected until the next annual meeting. For the 2023-2024 period, our annual compensation program for independent directors is summarized below: Our Chairman and Chief Executive Officer does not receive any additional compensation for serving as a director. On April 26, 2023, each independent director serving at such time received a grant of restricted stock in an amount equal to the annual equity award for the service period from April 26, 2023 until April 19, 2024, the date of our 2024 annual meeting, with such awards vesting on the date of the 2024 annual meeting. On January 12, 2024, promptly following her appointment as a director, Ms. McClements received a grant of restricted stock in an amount equal to a pro rata portion of the annual equity award for the service period from January 12, 2024 (the date that she was appointed to the Board) until April 19, 2024. Our directors, as holders of restricted stock, will receive dividends, if any, on such restricted stock at the same time that regular dividend payments are made on the Company’s common stock. The next equity award grant to our independent directors is expected to be made on or around the date of our 2024 annual meeting of stockholders and will represent the directors’ annual grant for their services as a director until the 2025 annual meeting of stockholders. All cash retainers will be paid to each independent director in quarterly installments. Any independent director may elect to receive all or a portion of his or her cash Board fees in fully vested shares of the Company’s common stock of an equivalent value, which have a grant date that is five business days before the regular quarterly payment date of such cash fees. Additionally, all of our directors will be reimbursed for reasonable travel and related expenses associated with attendance at our Board or committee meetings. 35 DIRECTOR

  36. director compensation levels

    director compensation levels

  37. DIRECTOR COMPENSATION FOR 2023

    DIRECTOR COMPENSATION FOR 2023 The table below sets forth information regarding non-employee director compensation for the fiscal year ended December 31, 2023. Mr. Baltimore is compensated as an executive officer and did not receive any compensation from the Company for serving as a director during fiscal year 2023. Ms. McClements did not receive any non-employee director compensation in 2023 as she was not appointed as a director until January 2024.

  38. DIRECTOR COMPENSATION FOR 2023

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Patricia M. Bedient | 94,983 | 139,990 | — | 234,973 | | Thomas D. Eckert | 107,500 | 139,990 | 60 | 247,550 | | Geoffrey M. Garrett | 95,000 | 139,990 | 990 | 235,980 | | Christie B. Kelly | 112,476 | 139,990 | — | 252,466 | | Sen. Joseph I. Lieberman | 95,000 | 139,990 | — | 234,990 | | Thomas A. Natelli | 94,983 | 139,990 | 420 | 235,393 | | Timothy J. Naughton | 107,489 | 139,990 | — | 247,479 | | Stephen I. Sadove | 129,953 | 139,990 | 1,800 | 271,743 |

  39. DIRECTOR COMPENSATION FOR 2023

    (1)The following directors elected to receive all or a portion of their respective cash compensation in the form of fully vested shares of the Company’s common stock, which election resulted in the following number of fully vested shares being granted during fiscal year 2023, which number of shares were determined using the closing price of Park’s common stock on the NYSE on the applicable grant date: Ms. Bedient, 7,450; Ms. Kelly, 8,822; Mr. Natelli, 7,450; Mr. Naughton, 8,431; and Mr. Sadove, 10,193. (2)Amounts shown in the Stock Awards column reflect the aggregate grant date fair value of each director’s restricted stock award granted in fiscal year 2023, computed in accordance with Financial Accounting Standards Board and Accounting Standards Codification (“FASB ASC”) Topic 718. The grant date fair value of such awards is determined using the fair value of the underlying common stock on the grant date. As of December 31, 2023, other than Ms. McClements who did not receive any director compensation in 2023, each of our non-employee directors held 12,173 restricted shares in relation to their unvested annual restricted stock award granted in April 2023. On January 12, 2024, Ms. McClements was granted 2,407 restricted shares in relation to her prorated annual restricted stock award for the service period from January 12, 2024 until April 19, 2024, with such awards vesting on the date of the 2024 annual meeting. (3)Amounts shown in the All Other Compensation column reflect the complimentary rooms, valued at the incremental cost to Park of the hotel room stay, for directors staying at properties owned by Park. 37 PARK’S EXECUTIVE OFFICERS

  40. SAY-ON-PAY

    SAY-ON-PAY Every year, Park provides stockholders with the opportunity for an advisory (non- binding) vote on our executive compensation program (a “say-on-pay” vote). At our 2023 annual meeting of stockholders, approximately 93% of the votes cast supported our advisory vote on executive compensation. The Committee believes that last year’s voting results demonstrate our stockholders’ continued strong support for the substantial design changes made to our compensation programs in 2022. These design changes were the result of an extensive stockholder outreach and engagement initiative aimed at better understanding our investors’ views regarding the Company’s executive compensation program. The changes included increasing the percentage of an executive’s target annual equity award granted as performance-based awards and adding a modifier to our NEO’s PSU awards that adjust the PSUs payouts in the event that the Company’s TSR is negative for the applicable PSU award’s performance period. We continue to actively seek feedback from our stockholders on an annual basis. After the 2023 annual meeting of stockholders, we reached out to stockholders representing approximately 48% of our outstanding shares of common stock to invite them to participate in calls with members of the Company’s senior management team to discuss compensation, governance and corporate responsibility matters. As we had recently spoken to many of these stockholders during the previous few years, many of our investors declined our invitation to speak. From the feedback we did receive during our 2023 engagement efforts, many stockholders (i) applauded the Committee’s continued focus on rigorous and measurable targets to determine executive incentive compensation and (ii) provided positive feedback on our enhanced disclosure around the compensation and corporate responsibility matters. In addition, stockholders noted their preference to see additional diversity added to the Board. 46 Prior Compensation Program Committee conducts stockholder outreach and, based on feedback, makes significant changes to the compensation program in 2022

  41. EXECUTIVE COMPENSATION KEY ATTRIBUTES

    | What We Do | What We Don’t Do | | ✓Maintain a short-term incentive program that is performance oriented and is based on rigorous and measurable Company performance metrics and individual performance objectives | ×No guaranteed minimum short-term incentive or long-term incentive payouts or annual salary increases | | ✓Use total stockholder return as the sole performance metric for our performance stock units that are tied to multi-year performance | ×No tax gross-ups upon a change in control | | ✓Maintain meaningful executive and independent director stock ownership policy •6x for our Chief Executive Officer •3x for other executive officers •5x annual cash retainer for directors | ×No employment agreements with executives (other than our Chief Executive Officer, whose employment agreement was required in order to bring him to our Company from another chief executive officer position) | | ✓Engage an independent compensation consultant | ×No pledging or hedging activities permitted by our executives and directors | | ✓Conduct an annual peer group review to ensure total compensation is properly benchmarked | ×No plan design features that encourage excessive or imprudent risk taking | | ✓Offer limited perquisites | ×No dividends on unearned performance stock units | | ✓Maintain an incentive compensation clawback policy that complies with the requirements imposed pursuant to Exchange Act Rule 10D-1 and provides for clawback of excess incentive-based compensation in the event of an accounting restatement | ×No uncapped short-term incentive or long-term incentive payouts |

  42. ROLE OF COMPENSATION CONSULTANT

    ROLE OF COMPENSATION CONSULTANT In 2017, following the Spin-off, the Committee engaged the services of Ferguson Partners Consulting L.P. (“FPC” – formerly known as FPL Associates L.P.) as its independent compensation consultant. FPC provides the Committee with advice and resources to help it assess the effectiveness of the Company’s executive compensation strategy and programs. A representative of FPC typically attends meetings of the Committee and communicates with the Committee Chair between meetings. FPC reports directly to the Committee, and the Committee has the sole power to terminate or replace FPC at any time. The Committee assessed the independence of FPC in 2023 in accordance with the applicable rules of the SEC and the NYSE. After considering the foregoing, the Committee determined that it was appropriate to engage FPC as its independent compensation consultant. During 2023, FPC did not work for management and did not receive any compensation from the Company other than for its work in advising the Committee. In 2023, the Governance Committee engaged an affiliate of FPC to assist that Committee with recruitment services related to identifying qualified and quality gender diverse director candidates for the Board.

  43. USE OF PEER GROUP DATA

    USE OF PEER GROUP DATA The Committee uses compensation data compiled from Park’s peer group of companies for benchmarking purposes. The Committee reviews such data annually. In addition, the Committee updates, as necessary and upon recommendation of FPC, the companies in our peer group. The peer group consists of companies primarily operating in the real estate and/or hotel/lodging industries that are between 0.5x and 2.0x the size of the Company (as defined by total capitalization). We believe the peer group companies represent the size and industry with which we currently compete for executive talent. The peer group companies also include many of our principal business peers. FPC’s benchmarking compared the compensation of our executive officers based on base salary and total target compensation (including base salary, target short-term annual incentive compensation and target long-term incentive compensation) with that of executive officers of similar titles and job roles across the peer companies. The Committee considered and expects to continue to consider the amount and mix of base and variable compensation by referencing, for each executive officer position, the prevalence of each element and the level of compensation that is provided in the market based on FPC’s comparison analysis. In January 2023, the Committee approved the 14-company peer group set forth below, which was the same peer group as in the prior year. The Committee expects to continue to annually review the composition of our peer group and make changes when appropriate.

  44. USE OF PEER GROUP DATA

    | Peer | Industry | Total Capitalization ($MM) as of December 31, 2023 | | | Host Hotels & Resorts, Inc. | Hotel | $18,853 | | | Hyatt Hotels Corporation | Hotel | $16,810 | | | Camden Property Trust | Multifamily | $14,482 | | | Federal Realty Investment Trust | Shopping Center | $13,626 | | | CubeSmart | Self-Storage | $13,546 | | | Ryman Hospitality Properties, Inc. | Hotel | $10,467 | | | Apartment Income REIT Corp. | Multifamily | $8,866 | | | Wyndham Hotels & Resorts, Inc. | Hotel | $8,756 | | | Park Hotels & Resorts Inc. | Hotel | $7,880 | | | Apple Hospitality REIT, Inc. | Hotel | $5,506 | | | Pebblebrook Hotel Trust | Hotel | $5,382 | | | RLJ Lodging Trust | Hotel | $4,508 | | | JBG SMITH Properties | Diversified | $4,483 | | | Sunstone Hotel Investors, Inc. | Hotel | $3,296 | | | Xenia Hotels & Resorts, Inc. | Hotel | $2,830 | | | Source: S&P Capital IQ as of December 31, 2023. | | | |

  45. USE OF PEER GROUP DATA

    49 In October 2023, the Committee again reviewed the composition of our peer group. For fiscal year 2024 executive compensation benchmarking purposes and based on the recommendation from FPC, the Committee approved (i) the removal of Camden Property Trust and CubeSmart from the peer group, primarily due to each being outside Park’s asset class and size parameter in respect to employee base, and (ii) the addition of DiamondRock Hospitality Company and Hilton Grand Vacation, Inc. to the peer group, as the latter two companies more closely mirror the Company in terms of asset class and size and each include the Company in its respective peer group for benchmarking executive compensation purposes.

  46. COMPENSATION FRAMEWORK

    | Element | Form | Primary Objective | Key Features | | Base Salary | Cash | Recognize the performance of job responsibilities | Adjustments are considered annually based on competitive market analysis and individual performance | | | | Attract and retain the best executive talent to drive our success | | | Short-Term Incentive | Cash | Promote short-term business objectives and growth strategies | Annual awards are made with respect to achievement of Company performance objectives and individual performance | | | | Align pay with performance | | | Long-Term Incentive | Restricted stock awards (RSAs) | Promote long-term value creation and growth strategies | 35% of CEO’s annual award and 40% of our other NEO’s annual award is delivered in RSAs that vest over 3 years | | | | Encourage maximization of stockholder value | | | | Performance stock units (PSUs) | | Remaining 65% of CEO’s annual award and 60% of our other NEO’s annual award is delivered in PSUs with a 3 year performance period based solely on relative total stockholder return | | | | Promote retention and provide ongoing incentives by encouraging long-term stock ownership | |

  47. Compensation and Performance Alignment

    Compensation and Performance Alignment The Committee takes seriously its responsibility to maintain appropriate pay for performance alignment and has structured the executive compensation program so that the vast majority of compensation value delivered to our executives is in the form of compensation that is variable or “at-risk” based on Park’s performance or relative total stockholder return. The following charts illustrate the mix between the compensation elements (base salary, annual short-term incentive in the form of cash and annual long- term incentive in the form of RSAs and PSUs) for our Chief Executive Officer and the average of our other NEOs, in each case based on target levels of compensation. Consistent with our compensation philosophy, approximately 88.2% of our Chief Executive Officer’s compensation was performance-based or at-risk and approximately 75.8% of the average compensation of our other NEOs was performance-based or at-risk.

  48. Short-Term Incentive

    Short-Term Incentive Structure The Company’s executive short-term incentive program (as amended, the “STIP”) is designed to reward Company executives designated at the level of senior vice president and above based on our Company’s overall performance and the individual’s contribution to that performance. Pursuant to the STIP, each fiscal year, the Committee will determine a target bonus (the “Target Bonus”) for each participant who is a member of the Executive Committee or is subject to Section 16 of the Exchange Act. Under the terms of the STIP and unless otherwise determined by the Committee, the Target Bonus for each such participant will be in the amount or within the range set forth in the table below.

  49. Short-Term Incentive

    | Participant Level | Target Bonus(1) | | Chief Executive Officer | 175% of base salary | | Executive Vice President | Up to100% of base salary | | Senior Vice President | Up to 75% of base salary |

  50. Short-Term Incentive

    (1)The threshold and maximum amounts of the Chief Executive Officer’s bonus under the STIP will be 87.5% and 350%, respectively, of base salary (with the Committee having discretion to set a higher threshold amount and/or a higher maximum amount; however, such discretion to set a higher threshold and/or maximum amount was not used in 2023). The threshold and maximum amounts for each other NEO will be determined by the Committee each fiscal year. Under the Company’s pre-pandemic compensation practices, each fiscal year, annual STIP bonuses will be earned based on the achievement of (i) individual performance objectives and (ii) company performance objectives as determined by the Committee at the beginning of such fiscal year, with such allocation between individual and corporate performance objectives determined by the participant’s level as reflected in the corresponding table. As discussed below, starting in 2020, given the uncertainty and disruption from the COVID-19 pandemic, company performance objectives were set in two phases for the year. That practice has continued through 2023 as a result of the uncertainty of the macro-economy as it continued to recover from the pandemic and absorb the impact from other macro-economic factors (including inflation, increases in interest rates, potential economic slowdown or a recession and geopolitical conflicts). Additionally, in 2023, to highlight our continued commitment to our corporate responsibility strategy, the Committee approved the second annual corporate responsibility scorecard to be included as part of the 2023 annual STIP for each of our NEOs, including the Chief Executive Officer. The metrics that will be measured by the Committee are based on the achievement of goals for each corporate responsibility category. The Committee determined that this corporate responsibility scorecard will be evaluated as a component of each NEO’s individual performance objectives achievement. Generally, to receive an award, participants must be employed by the Company through December 31 of the relevant fiscal year. Notwithstanding the foregoing, in the event of a participant’s termination of employment (other than with respect to Mr. Baltimore whose payments upon termination of employment are set forth pursuant to the terms of his Executive Employment Agreement with the Company, dated April 26, 2016 (the “CEO Employment Agreement”)) prior to December 31 of the relevant fiscal year (i) due to death or “disability” (as defined in the Company’s 2017 Omnibus Incentive Plan (Amended and Restated Effective as of April 26, 2023) (the “2017 Omnibus Incentive Plan”)), the participant will receive a bonus for such fiscal year based on achievement of target performance but prorated for the actual days worked during such year, or (ii) due to “retirement” (as defined in the STIP), the participant will receive a bonus for such fiscal year based on actual achievement but prorated for the actual days worked during such year. In the event of a participant’s termination of employment by the Company for “cause” (as defined in the 2017 Omnibus Incentive Plan) following the end of the relevant fiscal year but prior to the payment of STIP bonuses for such fiscal year, the participant will forfeit his or her right to receive an annual STIP bonus for such fiscal year. 2023 Target STIP Awards In February 2023, the Committee approved a target bonus for fiscal year 2023 for Mr. Baltimore of 175% of his base salary, with his bonus range being set at 87.5% to 350% of his base salary. The Committee also approved 2023 target bonuses of 100% of base salary 52

  51. Short-Term Incentive

    | | Target Bonus | | | Participant Level | Individual Performance Objective | Company Performance Objective | | Chief Executive Officer | 10% | 90% | | Executive Vice President | 20% | 80% | | Senior Vice President | 25% | 75% |

  52. Short-Term Incentive

    (with bonus ranges of 50% to 200% of base salary) for each of Messrs. Dell’Orto, Mayfield and Morey and Ms. Vu. The chart below sets forth the target bonus opportunity as a percent of base salary and actual STIP bonus opportunity in dollars for each NEO at the threshold, target and high level for fiscal year 2023:

  53. Short-Term Incentive

    | Name | Target STIP Opportunity (as a % of base salary) | STIP Bonus Opportunity ($) | | | | | | Threshold ($) | Target ($) | High ($) | | Thomas J. Baltimore, Jr. | 175% | 875,000 | 1,750,000 | 3,500,000 | | Sean M. Dell’Orto | 100% | 286,000 | 572,000 | 1,144,000 | | Carl A. Mayfield | 100% | 271,700 | 543,400 | 1,086,800 | | Thomas C. Morey | 100% | 286,000 | 572,000 | 1,144,000 | | Nancy M. Vu | 100% | 247,000 | 494,000 | 988,000 |

  54. Short-Term Incentive

    2023 Company Performance Objectives In February 2023, given the continued uncertainty regarding macro-economic factors and disruptions and their rapidly, evolving nature (including inflation, increases in interest rates, potential economic slowdown and geopolitical conflicts), the Committee approved continuing to split determination of the performance levels for the 2023 corporate performance objectives into two phases, with the first phase corporate performance objectives (the “Phase I Corporate Objectives”) being approved by the Committee in February 2023 and the second phase corporate performance objectives (the “Phase II Corporate Objectives”) being approved by the Committee at a later date when the Company and the Committee hoped to have greater visibility into the timing and trajectory of the Company’s performance results and the general economy. The Committee also concluded that, for the purpose of annual STIP bonuses, the final 2023 corporate performance objectives would be calculated as follows: (i) the Phase I Corporate Objectives would be collectively weighted 50% and (ii) the Phase II Corporate Objectives would be collectively weighted 50%. PHASE I CORPORATE OBJECTIVES – 50% weight In February 2023, the Committee adopted the following Phase I Corporate Objectives for the first half of 2023. The Committee also assigned each performance objective a relevant weighting, which would be consistent between the Phase I Corporate Objectives and the Phase II Corporate Objectives. The Committee selected the specific performance objectives because they complement various parts of the Company’s overall strategy and business goals as explained further below. The following chart sets forth the description and weighting of each Phase I Corporate Objective, as well as the threshold, target and high levels for such objectives and the achievement results in the first half of 2023.

  55. Short-Term Incentive

    | Phase I Corporate Objective (50%) | Allocation | Description | Measurement | | | Achievement | | | | | Threshold | Target | High | | | Consolidated Portfolio RevPAR | 20% | Focuses on revenue within our portfolio—one of the Company’s core pillars of aggressive asset management | $164.33 | $174.23 | $184.13 | $170.95 | | Consolidated Hotel Adjusted EBITDA Margin | 30% | Focuses on “margin improvement”—as expense reduction is another of our core pillars of aggressive asset management | 24.7% | 26.1% | 27.4% | 26.0% | | Adjusted EBITDA | 30% | Focuses on the Company’s overall earnings profile, which is affected by both asset management and acquisition and disposition activity | $298.8M | $332.2M | $365.6M | $333.0M | | Net Debt / TTM Adjusted EBITDA | 20% | Focuses on our overall net leverage position to align with maintaining a strong, conservative balance sheet | 6.23x | 5.91x | 5.62x | 5.91x |

  56. Short-Term Incentive

    Based on the above achievements, the NEOs had an achievement level of 97.27% with respect to the Phase I Corporate Objectives. PHASE II CORPORATE OBJECTIVES – 50% weight In September 2023, based on visibility gained through the first half of 2023, the Committee adopted the following Phase II Corporate Objectives for the second half of 2023. The following chart sets forth the description and weighting of each Phase II Corporate Objective, as well as the threshold, target and high levels for such objectives and the achievement results. 53

  57. Short-Term Incentive

    | Phase II Corporate Objective (50%) | Allocation | Description | Measurement | | | Achievement | | | | | Threshold | Target | High | | | Comparable Hotel RevPAR | 20% | Focuses on revenue within our portfolio—one of the Company’s core pillars of aggressive asset management | $170.00 | $175.50 | $186.50 | $180.17 | | Comparable Hotel Adjusted EBITDA Margin | 30% | Focuses on “margin improvement”—as expense reduction is another of our core pillars of aggressive asset management | 26.1% | 26.9% | 28.4% | 28.0% | | Adjusted EBITDA | 30% | Focuses on the Company’s overall earnings profile, which is affected by both asset management and acquisition and disposition activity | $282.5M | $300.0M | $355.0M | $325.5M | | Net Debt / TTM Adjusted EBITDA | 20% | Focuses on our overall net leverage position to align with maintaining a strong, conservative balance sheet Net Debt for Phase II is calculated to exclude the SF Mortgage Loan that was placed into receivership in October 2023. Cash was also adjusted to remove the $162m special cash dividend that was declared in relation to this transaction. | 5.90x | 5.60x | 5.00x | 5.11x |

  58. Short-Term Incentive

    Based on the above achievements, the NEOs had an achievement level of 168.22% with respect to the Phase II Corporate Objectives. After applying the applicable 50% weighting to each of the two phases for the corporate objectives, the NEOs had an achievement level of 132.7% with respect to the final aggregate 2023 corporate performance objective. Individual Performance Objectives Each February, as part of the Company’s compensation cycle, the Committee sets individual performance objectives for the full year for Mr. Baltimore. Thereafter, Mr. Baltimore sets individual performance objectives for each other executive officer. At the end of each compensation cycle, Mr. Baltimore reviews and determines each executive officer’s individual performance rating and the Committee reviews and determines Mr. Baltimore’s individual performance rating. The following table highlights the assessed achievements for each NEO. When determining individual performance ratings, Mr. Baltimore or the Committee (as applicable) considers the impact each individual had on the Company’s overall goals and their respective departments, including the key performance highlights below.

  59. Short-Term Incentive

    | Named Executive Officer | Individual Performance Highlights | | Thomas J. Baltimore, Jr. | •Successfully led the Company in rightsizing our exposure to the San Francisco market and making the challenging strategic decision to cease payments on the SF Mortgage Loan and pursue an effective exit of the Hilton San Francisco Hotels •Played a leadership role in setting, refining and advancing key Park strategies •Oversaw the increase in the Company’s quarterly dividend payment •Aggressively led the Company to evaluate and implement plans to activate real estate within the portfolio, including the renovation at the Casa Marina Key West and the acquisition of adjacent parcels of land at Hilton Hawaiian Village •Continued working with operators to deliver value through strengthening communications and effectiveness to improve operating performance •Actively engaged and communicated with associates to inspire and motivate them and ensure that Park creates the right environment for their success in delivering the Company’s mission, values and goals to achieve long-term stockholder value •Successfully managed external investor relationships and communications •Focused and enhanced corporate responsibility initiatives and disclosures |

  60. Short-Term Incentive

    54

  61. Short-Term Incentive

    | Named Executive Officer | Individual Performance Highlights | | Sean M. Dell’Orto | •Led the evaluation of strategic options and the negotiations and successful execution of the SF Mortgage Loan resolution •Further fortified the balance sheet and Company’s liquidity position, including by structuring the full repayment of (i) the $50 million outstanding balance under the Company’s amended and restated revolving credit facility using proceeds from the sale of the Hilton Miami Airport hotel, as well as (ii) the $75 million mortgage loan secured by the W Chicago City Center •Successfully utilized the Company’s stock repurchase program, a return of capital to stockholders, with the repurchase of a total of 14.6 million shares of the Company’s common stock for $180 million in 2023 •Led the renewal of the Company’s property insurance policies •Oversaw enhanced disclosure related to corporate responsibility, including publication of the 2023 Annual Corporate Responsibility Report, and implemented the Company’s first third-party verification of select environmental data, including verification of total energy, total water and Scope 1 and 2 GHG emissions | | Carl A. Mayfield | •Oversaw the successful completion of over $220 million of projects at the Company’s Bonnet Creek complex in Orlando, Florida, including the meeting space expansion project and renovation of guestrooms, existing meeting space, lobbies, golf course and other recreational amenities •Oversaw the successful completion of the $80 million renovation of all 311 guestrooms, public spaces and hotel infrastructure at our Casa Marina Key West, Curio Collection •Developed and updated an analysis on the attributes of the Company’s assets and a portfolio replacement cost study •Oversaw the work of the Green Park Committee, ensuring that the Company remains focused on climate and environmental short-term and long-term goals | | Thomas C. Morey | •Successfully led the negotiations and completion of the disposition of the Hilton Miami Airport hotel in 2023, generating total gross proceeds of approximately $118.25 million •Continued maintaining and refining an active “ready list” of potential acquisition opportunities in target markets •Oversaw the continued refinement of a comprehensive portfolio management platform, allowing the Company to develop a common vision, strategic plan and capital plan for each asset in the portfolio •Actively engaged and communicated with lodging investment community to ensure strengthening of relationships to ensure that the Company is well positioned for future growth and access to market opportunities | | Nancy M. Vu | •Successfully managed all legal aspects related to resolution of the SF Mortgage Loan and the effective exit from the Hilton San Francisco Hotels •Oversaw and advised on all legal aspects of each of the Company’s transactions, including the structuring of the Company stock repurchase program, the disposition of the Hilton Miami Airport hotel and all regulatory matters •Assisted the CEO with Board communication •Oversaw the legal analysis, negotiation and communication of key operational matters with operators •Advised on all legal aspects of the Company’s return-on-investment projects, including the projects at the Bonnet Creek complex and the renovations at Casa Marina Key West, Curio Collection |

  62. Short-Term Incentive

    The Committee also adopted the second annual corporate responsibility scorecard to motivate executives to achieve goals related to the Company’s commitment to driving sustainability and engagement throughout our business and to provide a discrete incentive for management to execute on our corporate responsibility strategy. While certain of the Company’s corporate responsibility goals are long-term in nature, the Committee believes that it is important to annually review, measure and assess progress towards those goals. As a result, the Company included corporate responsibility objectives in the annual incentive program, rather than in the long-term incentive awards. The following chart sets forth the description and possible points for each goal for 2023, as well as the achievement 55 results. In February 2023, the Committee approved that a total performance level of 24 points would result in a “high” score, 18 points would result in a “target” score and 12 would result in a “threshold” score.

  63. Short-Term Incentive

    | | MEASURE | RESULTS | POSSIBLE POINTS | ACTUAL POINTS | | | Continue to achieve Sustainalytics “Low Risk” rating between 10 and 20 | Achieved an ESG Risk Rating of 17.1 (low risk) | 2 | 2 | | | Conduct climate assessment of properties to determine resiliency strategies | Completed resiliency assessment of portfolio and developed strategies for certain properties | 2 | 2 | | | Monitor, aggregate and report on 2023 Sustainability (i.e., energy, greenhouse gases, and water performance) metrics | Completed and included in Corporate Responsibility Report | 2 | 2 | | | Achieve coveted “Energy Star Partner-of-Year” designation | Achieved Energy Star Partner of the Year award in 2023 | 2 | 2 | | | Publish annual Corporate Responsibility Report inclusive of GRI, SASB and TCFD reporting standards | Published in December 2023 | 2 | 2 | | | Achieve an “A” GRESB Public Disclosure Score | Achieved an “A” GRESB Public Disclosure Score | 1 | 1 | | | Conduct at least three (3) lunch & learn sessions to facilitate communication, collaboration and transparency across the organization and foster professional development | Lunch & lean sessions were held to cover: 1.Total Rewards Statements & Promotions 2.FP&A Corporate Finance 3.Accounting and Finance Reporting 4.Investments | 2 | 2 | | | Conduct at least two (2) pulse surveys to gauge associate sentiment regarding front of mind issues | Pulse surveys were undertaken to evaluate: 1. DE&I program — 93% participation 2. Leadership Practices — 86% participation | 2 | 2 | | | Maintain overall employment engagement score above Professional Services benchmark average | Achieved +11 point score above Professional Services benchmark. 100% of survey questions scored above the professional service benchmark | 2 | 2 | | | Obtain 95% or higher completion of DE&I and unconscious bias training by associates | 100% of associates participated in DE&I and unconscious bias training | 2 | 2 | | | Obtain 95% or higher completion of annual Code of Conduct training by associates | 100% of associates completed annual Code of Conduct training | 2 | 2 | | | Maintain average ISS Monthly score of “3” for each of Governance, Environment and Social pillars | Through December, average scores are: 1. Governance - 2 2. Environment - 3.42 3. Social - 1.33 | 3 | 2.6 | | | TOTAL ACHIEVEMENT | | 24 | 23.6 |

  64. Short-Term Incentive

    Based on the above achievements, the NEOs had an achievement level of “high” with respect to the corporate responsibility scorecard. 56 2023 Actual STIP Awards Based on the above individual performance scores and the achievement of the corporate performance objectives set forth above, the Committee approved the following 2023 actual STIP awards:

  65. Short-Term Incentive

    | Name | Corporate Objective Payout ($) | Individual Performance Payout ($) | Total 2023 STIP Award ($) | Percentage of Target Paid Out | | Thomas J. Baltimore, Jr. | 2,090,734 | 350,000 | 2,440,734 | 139% | | Sean M. Dell’Orto | 607,441 | 228,800 | 836,241 | 146% | | Carl A. Mayfield | 577,069 | 217,360 | 794,429 | 146% | | Thomas C. Morey | 607,441 | 171,600 | 779,041 | 136% | | Nancy M. Vu | 524,608 | 197,600 | 722,208 | 146% |

  66. Long-Term Incentive

    Long-Term Incentive Structure The Company’s LTIP executive long-term incentive program (the “LTIP”) is intended to focus our executive officers and other eligible employees on, and reward them for, achieving our long-term goals and enhancing stockholder value. Each fiscal year, the Committee will determine an aggregate target value (the “Aggregate Target Value”) under the LTIP for each participant who is a member of the Executive Committee or is subject to Section 16 of the Exchange Act. Pursuant to the LTIP, unless otherwise determined by the Committee, the Aggregate Target Value of each such participant, and the allocation of such Aggregate Target Value between a LTIP award granted in shares of RSAs and a LTIP Award granted in PSUs, will be in the amount or within the range set forth in the table below.

  67. Long-Term Incentive

    | Participant Level | Aggregate Target Value | Allocation of Aggregate Target Value | | | | | RSAs | PSUs | | Chief Executive Officer | $5,250,000 or more | 35% | 65% | | Executive Vice President | Up to 275% of base salary | 40% | 60% | | Senior Vice President | Up to 100% of base salary | 40% | 60% |

  68. Long-Term Incentive

    57 The illustration below sets forth the structure of our LTIP in fiscal year 2023: The terms of each RSA award and PSU award are described below. •Each fiscal year’s RSA award will vest ratably on each of the first three anniversaries of the grant date, subject to the continued employment of the participant through the applicable vesting date. In the event of a participant’s termination of employment (i) without “cause” (as defined in the 2017 Omnibus Incentive Plan) or due to “retirement” (as defined in the RSA award agreement), in each case after the first anniversary of the grant date, all of the remaining unvested shares will become vested, (ii) without cause within 12 months following a “change in control” (as defined in the 2017 Omnibus Incentive Plan), all of the remaining unvested shares will become vested and (iii) due to death or “disability” (as defined in the 2017 Omnibus Incentive Plan), a prorated amount of the shares will vest based on the actual days worked during the vesting period. With respect to the Chief Executive Officer’s RSA awards, the vesting upon termination of employment will be as set forth in the CEO Employment Agreement, as described below. Participants will receive dividends on the RSAs at the same time that regular dividend payments are made on the Company’s common stock. •Each fiscal year’s PSU award will vest based on the Company’s total stockholder return relative to the total stockholder returns of the companies that comprise the FTSE Nareit Lodging/Resorts Index and that have a market capitalization in excess of $1 billion as of the first day of the applicable performance period (the “PSU TSR metric”), in each case over a three-year performance period beginning on January 1 of the fiscal year of such grant (each a “Performance Period”), subject to the participant’s continued employment through the end of the Performance Period. As set forth in the chart below, the number of PSUs that may become vested will range from 0% to 200% of the number of PSUs granted to the participant, based on the level of achievement of the foregoing performance measure, as determined by the Committee. However, in the event that the Company’s TSR is negative for the

  69. applicable PSU award’s performance period for NEO’s PSU awards granted in 2022 or thereafter and the

    applicable PSU award’s performance period for NEO’s PSU awards granted in 2022 or thereafter and the

  70. payment otherwise would have been above 100% of target, the payout of each such PSU Award will be

    payment otherwise would have been above 100% of target, the payout of each such PSU Award will be decreased by 10% (but not below the target award amount). 58

  71. payment otherwise would have been above 100% of target, the payout of each such PSU Award will be

    | CEO | NEOs | Award | Features | | | 65% | 60% | Performance Stock Units | 100% Relative TRS vs. FTSE Nareit Lodging/Resorts Index* | | | | | | RESULT | HURDLES | | | | | Threshold (25%) | 25th percentile | | | | | Target (100%) | 50th percentile | | | | | High (200%) | 80th percentile | | | | | IF EARNED, CLIFF VEST AT THE END OF THE PERFORMANCE PERIOD | | | | 40% | | | | | 35% | | Time -Based Restricted Stock Awards | VEST RATABLY OVER THREE YEARS | | | | | * Relative TSR versus the FTSE Nareit Lodging/Resorts Index only includes those constituents with a market cap of over $1B | | |

  72. payment otherwise would have been above 100% of target, the payout of each such PSU Award will be

    | PSU Performance Metrics | Relative TSR Hurdles | | LTIP Payout Levels | | Modifier for PSU Awards To NEOs(1) | | Relative TSR vs. FTSE Nareit Lodging | Threshold: | 25th Percentile | Threshold: | 25% | PSU award payout decreased by 10% if the Company’s TSR is negative for the applicable performance period | | Resorts Index | Target: | 50th Percentile | Target: | 100% | | | (Constituents with Market Cap.> $1B) | Maximum: | 80th Percentile | Maximum: | 200% | |

  73. payment otherwise would have been above 100% of target, the payout of each such PSU Award will be

    (1)Modifier only applies to NEO’s PSU awards granted in 2022 or thereafter. In the event of a participant’s termination of employment (i) without cause, due to retirement or due to death or disability, a prorated amount of the PSUs will vest based on the actual days worked from the award grant date until the NEO’s employment termination date (and calculated based on actual performance through the end of the Performance Period) and (ii) without cause within 12 months following a change in control, the PSUs will vest based on actual performance through the end of the Performance Period and will not be prorated based on actual days worked during the Performance Period, provided that if the PSUs are not substituted or assumed following a change in control, then the PSUs will vest on the day immediately prior to the consummation of such change in control based on actual performance through such day. With respect to the Chief Executive Officer’s PSU awards, the vesting upon termination of employment will be as set forth in the CEO Employment Agreement, as described below. After the end of the Performance Period once the Committee has determined total stockholder return performance and the actual number of PSUs that have vested based on such performance, participants will receive accrued dividends on the shares underlying the vested PSUs based on each regular cash dividend declared on the Company’s common stock during the Performance Period. 2023 Target LTIP Awards The following table presents the dollar value of the LTIP awards granted to each NEO in February 2023, including for each NEO the specific threshold, target and high PSU opportunities, the value of the RSAs granted and the Aggregate Target Value. PSU awards are denominated in units that convert into shares of our common stock upon vesting (rather than being denominated as a dollar value). As a result, the actual value received by the NEO upon vesting will take into account the value of our common stock at such time.

  74. payment otherwise would have been above 100% of target, the payout of each such PSU Award will be

    | | Performance-based PSUs | | | | | | Name | Threshold ($) | Target ($) | High ($) | Time-based RSAs ($) | LTIP Award Aggregate Target Value ($) | | Thomas J. Baltimore, Jr. | 934,375 | 3,737,500 | 7,475,000 | 2,012,500 | 5,750,000 | | Sean M. Dell’Orto | 235,950 | 943,800 | 1,887,600 | 629,200 | 1,573,000 | | Carl A. Mayfield | 142,643 | 570,570 | 1,141,140 | 380,380 | 950,950 | | Thomas C. Morey | 188,760 | 755,040 | 1,510,080 | 503,360 | 1,258,400 | | Nancy M. Vu | 129,675 | 518,700 | 1,037,400 | 345,800 | 864,500 |

  75. payment otherwise would have been above 100% of target, the payout of each such PSU Award will be

    59 2022 and 2023 Vesting of Previously-Granted PSUs Pursuant to Annual LTIP Awards

  76. payment otherwise would have been above 100% of target, the payout of each such PSU Award will be

    | RELATIVE TSR PERFORMANCE-BASED LTIP AWARD STATUS | | | | | | | | | | | Through December 31, 2023 | | | | | | | | | LTIP Performance Period and Metrics | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | Status | % Payout | | 2020-2022 LTIP | | | | | | | | | | Relative TSR vs Nareit Lodging/Resorts Index | 100% Completed | | | | | | Below Threshold | 0% | | 2021-2023 LTIP | | | | | | | | | | Relative TSR vs Nareit Lodging/Resorts Index | | 100% Completed | | | | | Above Target | 113% | | 2022-2024 LTIP | | | | | | | | | | Relative TSR vs Nareit Lodging/Resorts Index | | | 67% Completed | | | | Tracking Above Target | 146% | | 2023-2025 LTIP | | | | | | | | | | Relative TSR vs Nareit Lodging/Resorts Index | | | | 33% Completed | | | Tracking at Maximum | 200% | | Note: Relative TSR is measured against all companies that comprise the FTSE Nareit Lodging/Resorts Index with at least $1 billion in market capitalization. | | | | | | | | |

  77. payment otherwise would have been above 100% of target, the payout of each such PSU Award will be

    2020-2022 PSU Awards: In January 2023, the Committee reviewed and certified achievement of the PSU TSR metric for the 2020-2022 PSU awards granted as a component of the 2020 annual LTIP awards. These 2020-2022 PSU awards had a TSR performance period that commenced on January 1, 2020 and ended on December 31, 2022. Relative TSR for this 3-year performance period was at the less than one percentile, which is below the threshold level. Consequently, none of the target number of 2020-2022 PSU awards granted in February 2020 were earned. 2021-2023 PSU Awards: In January 2024, the Committee reviewed and certified achievement of the PSU TSR metric for the 2021-2023 PSU awards granted as a component of the 2021 annual LTIP awards. These 2021-2023 PSU awards had a TSR performance period that commenced on January 1, 2021 and ended on December 31, 2023. Relative TSR for this 3-year performance period was at the 53.9th percentile, which is above the target level. Consequently, 113% of the target number of 2021-2023 PSU awards granted in February 2021 were earned. The PSU awards granted as a component of the annual LTIP awards in fiscal years 2022 and 2023 are currently projecting achievement at the above-target and maximum levels, respectively.

  78. CEO EMPLOYMENT AGREEMENT

    CEO EMPLOYMENT AGREEMENT We have an employment agreement with our Chief Executive Officer, pursuant to which he is entitled to receive severance benefits in connection with certain terminations of employment and we are provided with the protections of certain restrictive covenants. The material terms of this agreement are described below in the section entitled “Compensation Tables—Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table—CEO Employment Agreement.” 60

  79. Severance Benefits

    Severance Benefits In April 2017, the Committee adopted and approved the Park Hotels & Resorts Inc. Executive Severance Plan (the “Executive Severance Plan”) for employees of the Company at the level of senior vice president and above as designated for participation by the Committee. Each of the NEOs has been designated by the Committee as a participant of the Executive Severance Plan, other than the Chief Executive Officer whose severance arrangements are governed by the terms of the CEO Employment Agreement. For a further description of the Chief Executive Officer’s severance and change in control terms, see the discussion under the caption “Compensation Tables—Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table—CEO Employment Agreement.” The Executive Severance Plan sets forth the terms for payment of severance and other benefits to participants in the event of a termination of employment with the Company under certain circumstances. In the event of a termination of employment “without cause” (other than due to death or disability) or for “good reason” (each as defined in the Executive Severance Plan), the participant is entitled to the following payments and benefits: •A cash payment, payable in a single lump sum payment, equal to 2.0x (for executive vice presidents) or 1.5x (for senior vice presidents who are also members of the Company’s Executive Committee) the sum of the participant’s annual base salary and his or her average annual bonus for the most recent two fiscal years (or one fiscal year if applicable). A participant who was not eligible for a bonus in the prior fiscal year will remain eligible to receive an actual bonus for the year of termination (prorated for the actual period of service during such year). •The vesting of the participant’s outstanding equity and equity-based awards in accordance with the 2017 Omnibus Incentive Plan (or any successor plan) and applicable award agreements. A participant’s termination of employment for good reason will be treated as a termination by the Company without cause under the 2017 Omnibus Incentive Plan (or any successor plan) and applicable award agreement. •A cash amount equal to the difference between the participant’s monthly COBRA premium cost and the monthly contribution paid by similarly situated active Company executives for the same coverage, payable in equal installments over a twelve-month period following the participant’s termination date. These payments will cease earlier than the expiration of such twelve-month period if the participant becomes eligible to receive group health coverage from another employer or ceases to be eligible to receive COBRA coverage. •A cash payment of the participant’s accrued pay through the date of termination. Receipt of all severance payments and benefits under the Executive Severance Plan is contingent upon the NEO complying with various requirements, including non-solicitation and non-competition obligations to the Company (which apply for a period of twelve- months following the NEO’s termination of employment) and the NEO’s timely execution and delivery to the Company of an effective release of claims. Subject to certain exceptions, the Company shall pay or commence providing all severance benefits within 10 days following the effectiveness of the required release of claim. 61

  80. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE The following table summarizes the total compensation earned by each of our NEOs for the fiscal years ended December 31, 2023, 2022 and 2021.

  81. 2023 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | | | | Stock Awards(1) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | | | | Year | Salary ($) | Bonus ($) | | | | | Total ($) | | Thomas J. Baltimore, Jr. | 2023 | 1,000,000 | — | 7,389,520 | — | 2,440,734 | 960 | 10,831,214 | | President and | 2022 | 1,000,000 | — | 5,878,321 | — | 2,510,738 | 960 | 9,390,019 | | Chief Executive Officer | 2021 | 1,000,000 | — | 6,300,489 | — | 2,110,950 | 960 | 9,412,399 | | Sean M. Dell’Orto | 2023 | 572,000 | — | 1,987,003 | — | 836,241 | 18,029 | 3,413,273 | | Executive Vice President and | 2022 | 550,000 | — | 1,679,585 | — | 835,857 | 18,160 | 3,083,602 | | Chief Financial Officer and Treasurer | 2021 | 500,000 | — | 1,604,261 | — | 663,733 | 12,560 | 2,780,554 | | Carl A. Mayfield | 2023 | 543,400 | — | 1,201,224 | — | 794,429 | 14,160 | 2,553,213 | | Executive Vice President, | 2022 | 522,500 | — | 1,015,365 | — | 741,814 | 13,160 | 2,292,839 | | Design and Construction | 2021 | 475,000 | — | 969,821 | — | 583,047 | 17,512 | 2,045,380 | | Thomas C. Morey | 2023 | 572,000 | — | 1,589,605 | — | 779,041 | 17,910 | 2,958,556 | | Executive Vice President and | 2022 | 550,000 | — | 1,343,639 | — | 780,857 | 13,160 | 2,687,656 | | Chief Investment Officer | 2021 | 500,000 | — | 1,283,381 | — | 663,733 | 15,060 | 2,462,174 | | Nancy M. Vu | 2023 | 494,000 | — | 1,092,028 | — | 722,208 | 14,148 | 2,322,384 | | Executive Vice President and | 2022 | 442,014 | — | 483,033 | — | 536,818 | 13,029 | 1,474,894(4) | | General Counsel | 2021 | 375,000 | — | 437,491 | — | 350,016 | 4,470 | 1,166,977 |

  82. 2023 SUMMARY COMPENSATION TABLE

    (1)The amounts shown in the Stock Awards column reflect the aggregate grant date fair value of awards of RSAs and PSUs, as computed in accordance with FASB ASC Topic 718, using the assumptions discussed in Note 11 (“Share-Based Compensation”) of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. The grant date fair value of the RSAs is determined using the fair value of the underlying common stock on the grant date. The grant date fair value of the PSUs is based upon the probable outcome of the applicable performance conditions and is reported at target level. Based upon the assumption that the maximum level of performance will be achieved for the PSUs granted in 2023, the value of such PSUs would be $7,475,000 for Mr. Baltimore, $1,887,600 for Mr. Dell’Orto, $1,141,140 for Mr. Mayfield, $1,510,080 for Mr. Morey and $1,037,400 for Ms. Vu. For additional information on the RSAs and PSUs granted to our NEOs in fiscal year 2023 as part of annual LTIP awards, see “Compensation Discussion and Analysis —Compensation Framework —Long-Term Incentive —2023 Target LTIP Awards.” (2)The amounts shown in the Non-Equity Incentive Plan Compensation column for fiscal year 2023 reflect the cash award that each NEO earned in fiscal year 2023 that was paid in February 2024. For additional information on these cash awards, see “Compensation Discussion and Analysis —Compensation Framework —Short-Term Incentive —2023 Actual STIP Awards.” (3)The amounts shown in the All Other Compensation column for the fiscal year ended December 31, 2023 reflect: (i) for Mr. Baltimore, group term life insurance premiums valued at $960; (ii) for Mr. Dell’Orto, group term life insurance premiums valued at $960, our matching contributions under the Company’s 401(k) plan of $13,200 and an annual executive physical reimbursed at $3,869; (iii) for Mr. Mayfield, group term life insurance premiums valued at $960 and our matching contributions under the Company’s 401(k) plan of $13,200; (iv) for Mr. Morey, group term life insurance premiums valued at $960, our matching contributions under the Company’s 401(k) plan of $13,200, and an annual executive physical reimbursed at $3,750; and (v) for Ms. Vu, group life insurance premiums valued at $948 and our matching contributions under the Company’s 401(k) plan of $13,200. (4)This amount has been updated from the prior year to reflect a correction of an immaterial arithmetic summation error. 64 COMPENSATION

  83. 2023 GRANTS OF PLAN BASED AWARDS TABLE

    2023 GRANTS OF PLAN BASED AWARDS TABLE The following table sets forth information regarding grants of plan-based awards to each of our NEOs for the fiscal year ended December 31, 2023.

  84. 2023 GRANTS OF PLAN BASED AWARDS TABLE

    | | | Estimated Future Payouts(1) Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts (2) Under Equity Incentive Plan Awards | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number or Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | Thomas J. Baltimore, Jr. | | | | | | | | | | | Annual STIP Award | | 875,000 | 1,750,000 | 3,500,000 | | | | | | | Annual LTIP RSAs | 2/16/23 | | | | | | | 145,202 | 2,012,500 | | Annual LTIP PSUs | 2/16/23 | | | | 67,415 | 269,660 | 539,320 | | 5,377,020 | | Sean M. Dell’Orto | | | | | | | | | | | Annual STIP Award | | 286,000 | 572,000 | 1,144,000 | | | | | | | Annual LTIP RSAs | 2/16/23 | | | | | | | 45,396 | 629,189 | | Annual LTIP PSUs | 2/16/23 | | | | 17,024 | 68,095 | 136,190 | | 1,357,814 | | Carl A. Mayfield | | | | | | | | | | | Annual STIP Award | | 271,700 | 543,400 | 1,086,800 | | | | | | | Annual LTIP RSAs | 2/16/23 | | | | | | | 27,444 | 380,374 | | Annual LTIP PSUs | 2/16/23 | | | | 10,292 | 41,166 | 82,332 | | 820,850 | | Thomas C. Morey | | | | | | | | | | | Annual STIP Award | | 286,000 | 572,000 | 1,144,000 | | | | | | | Annual LTIP RSAs | 2/16/23 | | | | | | | 36,317 | 503,354 | | Annual LTIP PSUs | 2/16/23 | | | | 13,619 | 54,476 | 108,952 | | 1,086,251 | | Nancy M. Vu | | | | | | | | | | | Annual STIP Award | | 247,000 | 494,000 | 988,000 | | | | | | | Annual LTIP RSAs | 2/16/23 | | | | | | | 24,949 | 345,793 | | Annual LTIP PSUs | 2/16/23 | | | | 9,356 | 37,424 | 74,848 | | 746,235 |

  85. 2023 GRANTS OF PLAN BASED AWARDS TABLE

    (1)Reflects the possible payouts of cash incentive compensation under the STIP. The actual amounts that were paid to the NEOs are set forth in the “Non- Equity Incentive Plan Compensation” column of the 2023 Summary Compensation Table. See “Compensation Discussion and Analysis —Compensation Framework —Short-Term Incentive —2023 Actual STIP Awards” above. (2)The amounts reported in the Estimated Future Payouts Under Equity Incentive Plan Awards column represent the possible number of PSUs that may vest based upon the level of achievement of the applicable performance measures. As described in further detail under the section entitled “Compensation Discussion and Analysis —Compensation Framework —Long-Term Incentive,” the PSUs granted as part of the annual LTIP awards have a three-year performance period and vest based on the PSU TSR metric. For fiscal year 2023, threshold assumes that 25% of the total value of the PSUs awarded vest, target assumes that 100% of the total value of the PSUs awarded vest and maximum assumes that 200% of the total value of the PSUs awarded vest. (3)The amounts reported in the All Other Stock Awards: Number of Shares of Stock or Units column represent the number of time vesting RSAs granted to the NEOs pursuant to the annual LTIP awards. The annual LTIP RSAs vest ratably on each of the first three anniversaries of the grant date. (4)The amounts reported in the Grant Date Fair Value of Stock and Option Awards column show the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, using the assumptions discussed in Note 11 (“Share-Based Compensation”) of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. The grant date fair value of the RSAs is determined using the fair value of the underlying common stock on the grant date. The grant date fair value of the PSUs is based upon the probable outcome of the applicable performance conditions and is reported at target level. 65

  86. NARRATIVE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE

    NARRATIVE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE The following discussion should be read in conjunction with (i) the “2023 Summary Compensation Table” and the “2023 Grants of Plan-Based Awards Table,” as well as the footnotes to such tables, and (ii) the disclosure under the caption “Compensation Discussion and Analysis” above.

  87. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table sets forth information regarding outstanding equity awards for each of our NEOs as of December 31, 2023.

  88. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (1) ($) | | Thomas J. Baltimore, Jr. | 2/16/23 | — | — | — | — | 145,202(2) | 2,221,591 | — | — | | | 2/16/23 | — | — | — | — | — | — | 539,320(5) | 8,251,596 | | | 2/24/22 | — | — | — | — | 66,145(3) | 1,012,019 | — | — | | | 2/24/22 | — | — | — | — | — | — | 368,520(6) | 5,638,356 | | | 2/18/21 | — | — | — | — | 34,585(4) | 529,151 | — | — | | | 11/7/20 | — | — | — | — | — | — | 122,574(7) | 1,875,382 | | Sean M. Dell’Orto | 2/16/23 | — | — | — | — | 45,3962) | 694,559 | — | — | | | 2/16/23 | — | — | — | — | — | — | 136,190(5) | 2,083,707 | | | 2/24/22 | — | — | — | — | 21,778(3) | 333,203 | — | — | | | 2/24/22 | — | — | — | — | — | — | 98,002(6) | 1,499,431 | | | 2/18/21 | — | — | — | — | 11,323(4) | 173,242 | — | — | | | 11/7/20 | — | — | — | — | — | — | 27,500(7) | 420,750 | | | 2/18/16 | 14,079 | — | 18.91 | 2/18/26 | — | — | — | — | | | 2/10/15 | 8,911 | — | 26.49 | 2/10/25 | — | — | — | — | | | 2/19/14 | 9,576 | — | 20.77 | 2/19/24 | — | — | — | — | | Carl A. Mayfield | 2/16/23 | — | — | — | — | 27,444(2) | 419,893 | — | — | | | 2/16/23 | — | — | — | — | — | — | 82,332(5) | 1,259,680 | | | 2/24/22 | — | — | — | — | 13,166(3) | 201,440 | — | — | | | 2/24/22 | — | — | — | — | — | — | 59,246(6) | 906,464 | | | 2/18/21 | — | — | — | — | 6,845(4) | 104,729 | — | — | | | 11/7/20 | — | — | — | — | — | — | 16,626(7) | 254,378 | | Thomas C. Morey | 2/16/23 | — | — | — | — | 36,317(2) | 555,650 | — | — | | | 2/16/23 | — | — | — | — | — | — | 108,952(5) | 1,666,966 | | | 2/24/22 | — | — | — | — | 17,422(3) | 266,557 | — | — | | | 2/24/22 | — | — | — | — | — | — | 78,400(6) | 1,199,520 | | | 2/18/21 | — | — | — | — | 9,058(4) | 138,587 | — | — | | | 11/7/20 | — | — | — | — | — | — | 22,000(7) | 336,600 | | Nancy M. Vu | 2/16/23 | — | — | — | — | 24,949(2) | 381,720 | — | — | | | 2/16/23 | — | — | — | — | — | — | 74,848(5) | 1,145,174 | | | 2/24/22 | — | — | — | — | 6,264(3) | 95,839 | — | — | | | 2/24/22 | — | — | — | — | — | — | 28,184(6) | 431,215 | | | 2/18/21 | — | — | — | — | 3,088(4) | 47,246 | — | — | | | 11/7/20 | — | — | — | — | — | — | 7,500(7) | 114,750 |

  89. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    67 (1)Amounts reported are based on the closing price of Park’s common stock on the NYSE as of December 29, 2023 ($15.30), multiplied by the number of such unvested shares or units reported in the table. (2)Represents 2023 LTIP awards granted as RSAs that vest ratably on each of the first three anniversaries of the grant date. (3)Represents 2022 LTIP awards granted as RSAs that vest ratably on each of the first three anniversaries of the grant date. (4)Represents 2021 LTIP awards granted as RSAs that vest ratably on each of the first three anniversaries of the grant date. (5)Represents the PSU portion of the 2023 LTIP award that the respective NEO would vest in based on achieving the maximum level of performance. The PSUs have a three-year performance period commencing on January 1, 2023, and vest based on the PSU TSR metric. At December 31, 2023, our PSU TSR metric performance related to the 2023 LTIP award achieved at greater than target level. The actual number of PSUs that will be distributed is not yet determinable. (6)Represents the PSU portion of the 2022 LTIP award that the respective NEO would vest in based on achieving the maximum level of performance. The PSUs have a three-year performance period commencing on January 1, 2022, and vest based on the PSU TSR metric. At December 31, 2023, our PSU TSR metric performance related to the 2022 LTIP award achieved at greater than target level. The actual number of PSUs that will be distributed is not yet determinable. (7)Represents the outstanding special one-time performance-based restricted stock units (the “November Performance PSUs”), which by the terms of the award vest as to one-eighth of such total award originally granted on each date prior to the fourth anniversary of the grant date on which the Company achieves average closing share price targets of $11.00, $13.00, $15.00, $17.00, $19.00, $21.00, $23.00 and $25.00 over a consecutive 20-trading day period. Any portion of the November Performance PSUs that remain unvested as of November 2024 (i.e., the fourth year anniversary of the grant date) will be forfeited. As of December 31, 2023, the first six tranches have vested.

  90. 2023 OPTION EXERCISES AND STOCK VESTED

    2023 OPTION EXERCISES AND STOCK VESTED The following table provides information regarding the number of stock options that were exercised by our NEOs and the number of PSUs and RSAs that vested during the fiscal year ended December 31, 2023 and the value realized upon such vesting.

  91. 2023 OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (1) (#) | Value Realized on Vesting (2) ($) | | Thomas J. Baltimore, Jr. | — | — | 317,667 | 4,651,457 | | Sean M. Dell’Orto | — | — | 84,683 | 1,225,735 | | Carl A. Mayfield | — | — | 56,124 | 808,789 | | Thomas C. Morey | — | — | 70,601 | 1,019,838 | | Nancy M. Vu | — | — | 18,924 | 276,961 |

  92. 2023 OPTION EXERCISES AND STOCK VESTED

    (1)Represents for: •Mr. Baltimore, the 34,585 RSAs that vested on February 18, 2023, the 42,826 RSAs that vested on February 20, 2023, the 64,392 RSAs that vested on February 24, 2023, and the 175,864 PSUs that vested on December 31, 2023; •Mr. Dell’Orto, the 11,322 RSAs that vested on February 18, 2023, the 24,090 RSAs that vested on February 20, 2023, the 10,889 RSAs that vested on February 24, 2023, and the 38,382 PSUs that vested on December 31, 2023; •Mr. Mayfield, the 6,845 RSAs that vested on February 18, 2023, the 19,494 RSAs that vested on February 20, 2023, the 6,582 RSAs that vested on February 24, 2023, and the 23,203 PSUs that vested on December 31, 2023; •Mr. Morey, the 9,058 RSAs that vested on February 18, 2023, the 22,127 RSAs that vested on February 20, 2023, the 8,711 RSAs that vested on February 24, 2023, and the 30,705 PSUs that vested on December 31, 2023; and •Ms. Vu, the 3,088 RSAs that vested on February 18, 2023, the 2,238 RSAs that vested on February 20, 2023, the 3,131 RSAs that vested on February 24, 2023, and the 10,467 PSUs that vested on December 31, 2023. (2)Amounts reported are based on the closing price of Park’s common stock on the NYSE on the applicable vesting date.

  93. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table, footnotes and narrative set forth our payment obligations pursuant to the compensation arrangements for each of our NEOs under certain existing plans, agreements and awards, assuming (1) a termination of employment and/or (2) a change in control (“CIC”) (as defined in the CEO Employment Agreement or in the 2017 Omnibus Incentive Plan) occurred, in each case, on December 31, 2023. The amounts shown in the table do not include payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms or operation in favor of the NEOs. In providing the estimated potential payments below, we have assumed that there are no (1) accrued but unpaid salary and annual bonuses amounts outstanding or (2) unpaid reimbursements for expenses incurred prior to the date of termination. Because the disclosures in the table assume the occurrence of a termination or CIC as of a particular date and under a particular set of circumstances and therefore make a number of important assumptions, the actual amount to be paid to each of our NEOs upon a termination or CIC may vary significantly from the amounts included herein. Factors that could affect these amounts include the timing during the year of any such event, the continued availability of benefit policies at similar prices and the type of termination event that occurs. 68

  94. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Name | Benefit | Termination by Company without Cause or by NEO for Good Reason ($) | Termination by Company for Cause or by Executive without Good Reason ($) | Termination within 12 Months Following CIC ($) | Termination due to Death or Disability ($) | | Thomas J. Baltimore, Jr.(1) | | | | | | | | Cash Severance | 8,222,500(2) | — | 8,222,500(2) | 1,750,000(3) | | | Equity Awards(4) | 8,490,643 | — | 10,707,736 | 8,490,643 | | | Continuation of Benefits | 27,023(5) | — | 27,023(5) | — | | | Total Value of Benefits | 16,740,166 | — | 18,957,259 | 10,240,643 | | Sean M. Dell’Orto(6) | | | | | | | | Cash Severance(7) | 2,816,098 | — | 2,816,098 | 572,000 | | | Equity Awards(8) | 1,272,088 | — | 2,992,573 | 1,338,934 | | | Continuation of Benefits(9) | 24,910 | — | 24,910 | . | | | Total Value of Benefits | 4,113,096 | — | 5,833,581 | 1,910,934 | | Carl A. Mayfield(6) | | | | | | | | Cash Severance(7) | 2,623,043 | — | 2,623,043 | 543,400 | | | Equity Awards(8) | 769,024 | — | 1,809,133 | 809,416 | | | Continuation of Benefits(9) | 31,784 | — | 31,784 | — | | | Total Value of Benefits | 3,423,851 | — | 4,463,960 | 1,352,816 | | Thomas C. Morey(6) | | | | | | | | Cash Severance(7) | 2,703,898 | — | 2,703,898 | 572,000 | | | Equity Awards(8) | 1,017,649 | — | 2,394,037 | 1,071,122 | | | Continuation of Benefits(9) | 31,784 | — | 31,784 | — | | | Total Value of Benefits | 3,753,331 | — | 5,129,719 | 1,643,122 | | Nancy M. Vu(6) | | | | | | | | Cash Severance(7) | 2,247,025 | — | 2,247,025 | 494,000 | | | Equity Awards(8) | 442,706 | — | 1,313,000 | 514,983 | | | Continuation of Benefits(9) | 24,918 | — | 24,918 | — | | | Total Value of Benefits | 2,714,649 | — | 3,584,943 | 1,008,983 |

  95. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1)In relation to Mr. Baltimore, the above table summarizes the severance benefits that would have been owed to him pursuant to the terms of the CEO Employment Agreement if his employment had terminated under certain circumstances. For a further description of such benefits, see “Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table—CEO Employment Agreement.” (2)Under the terms of the CEO Employment Agreement, Mr. Baltimore would have been entitled to receive a cash severance amount equal to 2.99 times the sum of his base salary and target annual cash incentive opportunity, paid in a lump sum. (3)Under the terms of the CEO Employment Agreement, Mr. Baltimore would have been entitled to receive a prorated portion of the annual cash bonus that he would have otherwise been entitled to receive had his employment not terminated. Assuming his termination occurred on December 31, 2023, he would have been entitled to receive the full amount of the annual cash bonus that he would have otherwise been entitled to receive had his employment not terminated. (4)Under the terms of the CEO Employment Agreement, Mr. Baltimore is entitled to accelerated vesting of any then-held unvested time-based restricted stock and unvested stock options and a prorated portion of the target number of any then-held unvested PSUs and performance shares, provided that such target number will not be prorated if the termination occurs within 12 months following a CIC. In the event of a CIC during the November Performance PSUs’ four year performance period, any portion of Mr. Baltimore’s November Performance PSUs that remains unvested will be eligible to vest on the date of the CIC, with the number of November Performance PSUs that vest, if any, determined based on the greater of (a) the per-share transaction price payable to the Company’s stockholders in such CIC transaction and (b) the closing sales price of the Company’s common stock reported on the NYSE on the trading day immediately preceding the date of the CIC, in each case, irrespective of whether either such price constitutes the average closing price over a consecutive 20 day trading period. Any outstanding PSUs that become earned in accordance with the immediately preceding sentence will become vested on the date of the CIC, and any remaining PSUs will be forfeited by Mr. Baltimore as of such date. For purposes of the CIC column in the above table, we have assumed that all November Performance PSUs held by Mr. Baltimore that remained outstanding as of December 31, 2023 were forfeited. Amounts in the above table represent the value of the acceleration of any unvested RSAs and PSUs, assuming the acceleration occurred on December 31, 2023 and based on the closing price of Park’s common stock on the NYSE as of December 29, 2023 ($15.30). (5)Under the terms of the CEO Employment Agreement, Mr. Baltimore would have been entitled to receive, subject to his election of COBRA continuation coverage, payment for a period of twelve months following his termination date (subject to earlier termination in certain cases) of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage. (6)In relation to Messrs. Dell’Orto, Mayfield and Morey and Ms. Vu, the above table summarizes the severance benefits that would have been owed to him or her pursuant to the terms of our Executive Severance Plan if his or her employment had terminated under certain circumstances. For a further description of such benefits, see “Compensation Discussion and Analysis— Other Compensation Program Elements—Severance Benefits” above. (7)Under our Executive Severance Plan, whether or not in connection with a CIC, upon a termination by the Company without cause or by the NEO for good reason, (i) Messrs. Dell’Orto, Mayfield and Morey and Ms. Vu would each have been entitled to receive a cash severance amount equal to 2.0x the sum of his or her annual base salary and average annual bonus for the most recent two fiscal years. Under our STIP, upon a termination due to death or disability, Messrs. Dell’Orto, Mayfield and Morey and Ms. Vu would each have been entitled to receive a prorated portion of his or her target bonus for the fiscal year of termination (assuming each NEO’s termination occurred on December 31, 2023, he or she would have been entitled to receive the full amount of his or her target bonus). 69 (8)Under our Executive Severance Plan, a participant’s outstanding equity and equity-based awards will vest in accordance with the 2017 Omnibus Incentive Plan (or any successor plan) and applicable award agreements. Amounts represent the value of the acceleration of any unvested RSAs, PSUs and stock options, assuming the acceleration occurred on December 31, 2023 and based on the closing price of Park’s common stock on the NYSE as of December 29, 2023 ($15.30). Pursuant to the terms of the applicable award agreements: •RSAs: If the NEO’s employment terminates (i) without cause or due to retirement, in each case after the first anniversary of the grant date, all of the remaining unvested shares will become vested, (ii) without cause within twelve months following a CIC, all of the remaining unvested shares will become vested, or (iii) due to death or disability, a prorated amount of the shares will vest based on the actual days worked during the vesting period. •PSUs: If the NEO’s employment terminates (i) without cause, due to retirement or due to death or disability, a prorated amount of the PSUs will vest based on the actual days worked from the award grant date until the NEO’s employment termination date (and calculated based on actual performance through the end of the performance period) and (ii) without cause within 12 months following a CIC, the PSUs will vest based on actual performance through the end of the performance period and will not be prorated based on actual days worked during the performance period, provided that if the PSUs are not substituted or assumed following a CIC, then the PSUs will vest on the day immediately prior to the consummation of such CIC based on actual performance through such day. For purposes of the above table, we have assumed that the target level of performance will be achieved for all outstanding PSUs. In addition to the amounts reported in the table above, each NEO would also be entitled to receive accrued dividends on the shares underlying the vested PSUs based on each dividend declared on the Company’s common stock during the applicable performance period (which amounts are not included herein). •November Performance PSUs: If the NEO’s employment terminates prior to the end of the November Performance PSUs performance period without cause, due to retirement or due to death or disability, the outstanding November Performance PSUs held by the NEO, if any, will remain outstanding and eligible to vest pursuant to such awards’ terms until the 20th trading day following the date of the NEO’s termination of employment and any November Performance PSUs that do not vest on or prior to the 20th trading day following such NEO’s termination of employment will be forfeited by the NEO as of such date. In the event of a CIC during the November Performance PSUs’ four year performance period, any portion of an NEO’s November Performance PSUs that remains unvested will be eligible to vest on the date of the CIC, with the number of November Performance PSUs that vests, if any, determined based on the greater of (a) the per-share transaction price payable to the Company’s stockholders in such CIC transaction and (b) the closing sales price of the Company’s common stock reported on the NYSE on the trading day immediately

  96. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    preceding the date of the CIC, irrespective of whether either such price constitutes the average closing price over a consecutive 20 day trading period. Any outstanding PSUs that become earned in accordance with the immediately preceding sentence will become vested on the date of the CIC, and any remaining PSUs will be forfeited by the executive as of such date. For purposes of the above table, we have assumed that all November Performance PSUs that remained outstanding as of December 31, 2023 were forfeited. (9)Under our Executive Severance Plan, whether or not in connection with a CIC, Messrs. Dell’Orto, Mayfield and Morey and Ms. Vu would each have been entitled to receive a cash amount equal to the difference between the NEO’s monthly COBRA premium cost and the monthly contribution paid by similarly situated active Company executives for the same coverage, payable in equal installments over a twelve-month period following his or her termination date.

  97. PAY RATIO

    PAY RATIO Below is (i) the 2023 annual total compensation of our Chief Executive Officer; (ii) the 2023 annual total compensation of our median employee; (iii) the ratio of the annual total compensation of our Chief Executive Officer to that of our median employee; and (iv) the methodology we used to calculate our CEO pay ratio.

  98. PAY RATIO

    | CEO Annual Total Compensation | $10,831,214 | | 2023 Median Employee Annual Total Compensation | $267,816 | | CEO to Median Employee Pay Ratio | 40:1 |

  99. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  100. Pay Versus Performance Tables

    Pay Versus Performance Tables The following table sets forth information concerning the compensation actually paid to our Chief Executive Officer and to our other NEOs compared to Company performance for the years ended December 31, 2023, 2022, 2021 and 2020. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee views the link between the Company’s performance and its NEOs’ pay. For a discussion of how the Company views its executive compensation structure, including alignment with Company performance, see the section entitled “Compensation Discussion and Analysis” beginning on page 44. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  101. Pay Versus Performance Tables

    | Year | Summary Compensation Table Pay for CEO(1)(2) | CAP to CEO(3) | Average Summary Compensation Table Pay for Other NEOs(1)(2) | | Value of Initial Fixed $100 Investment Based on: | | | | | | | | | Average CAP to Other NEOs(3) | TSR(4) | Peer Group TSR(4) | Net Income (Loss)(5) | Adjusted EBITDA(5)(6) | | 2023 | 10,831,214 | 18,006,673 | 2,811,857 | 4,087,510 | 67.70 | 113.35 | 106 | 659 | | 2022 | 9,390,019 | (884,318) | 2,384,748 | 677,877 | 49.34 | 99.67 | 173 | 606 | | 2021 | 9,412,399 | 8,186,274 | 2,113,771 | 1,923,908 | 78.86 | 131.78 | (452) | 142 | | 2020 | 12,661,948 | 14,396,795 | 2,741,522 | 2,519,382 | 71.64 | 92.00 | (1,444) | (194) |

  102. Pay Versus Performance Tables

    (1)For each year shown, the Chief Executive Officer was Mr. Baltimore. For fiscal year 2023, 2022 and 2021, the other NEOs were Messrs. Dell’Orto, Mayfield and Morey and Ms. Vu. For fiscal year 2020, the other NEOs were Messrs. Dell’Orto, Mayfield, Morey and Matthew A. Sparks and Ms. Jill C. Olander. (2)The values reflected in this column reflect the “Total” compensation set forth in the “Compensation Tables – Summary Compensation Table (“SCT”) on page 64. See the footnotes to the SCT for further detail regarding the amounts in this column. The amount for the Average Summary Compensation Table Pay for Other NEOs for 2022 has been updated from the prior year to reflect a correction of an immaterial arithmetic summation error. (3)Compensation actually paid (“CAP”) is defined by the SEC and is computed in accordance with SEC rules by subtracting the amounts in the “Stock Awards” column of the SCT for each year from the “Total” column of the SCT and then: (i) adding the fair value as of the end of the reported year of all awards granted during the reporting year that are outstanding and unvested as of the end of the reporting year; (ii) adding the amount equal to the change as of the end of the reporting year (from the end of the prior year) in fair value (whether positive or negative) of any awards granted in any prior year that are outstanding and unvested as of the end of the reporting year; (iii) adding, for awards that are granted and vest in the reporting year, the fair value as of the vesting date; (iv) adding the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior year for which all applicable vesting conditions were satisfied at the end of or during the reporting year; (v) subtracting, for any awards granted in any prior year that are forfeited during the reporting year, the amount equal to the fair value at the end of the prior year; and (vi) adding the value of any dividends (or dividend equivalents) paid in the reporting year on unvested equity awards and the value of accrued dividends (or dividend equivalents) paid on performance awards that vested in the reporting year. The following tables reflect the adjustments made to SCT total compensation to compute CAP for our CEO and average CAP for our other NEOs. The amounts for the Average Summary Compensation Table Pay for Other NEO and Average CAP to Other NEOs for 2022 have been updated from the prior year to reflect a correction of an immaterial arithmetic summation error.

  103. that item even if it does not receive instructions from you. The election of directors (Proposal 1), the vote to

    that item even if it does not receive instructions from you. The election of directors (Proposal 1), the vote to approve and adopt the Amendment to the Amended and Restated Certificate of Incorporation (Proposal 2), and the vote on the compensation of our named executive officers (Proposal 3) are “non-discretionary” items.