DEF 14A of Park Hotels & Resorts Inc., Mar 12, 2025

DEF 14A of Park Hotels & Resorts Inc.

Filed Mar 12, 2025 · FY20240001617406-25-000013

Open on EDGAR

  1. TABLE OF CONTENTS

    | | Page | | STOCK OWNERSHIP POLICY | 34 | | DIRECTOR TRAVEL | 34 | | DIRECTOR COMPENSATION FOR 2024 | 35 | | PARK’S EXECUTIVE OFFICERS | 36 | | EXECUTIVE OFFICER BIOGRAPHIES | 36 | | PROPOSAL 2: APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE 2017 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS (AS AMENDED AND RESTATED) | 39 | | INTRODUCTION | 39 | | VOTE REQUIRED | 44 | | BOARD RECOMMENDATION | 44 | | PROPOSAL 3: ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS | 45 | | INTRODUCTION | 45 | | VOTE REQUIRED | 45 | | BOARD RECOMMENDATION | 45 | | COMPENSATION DISCUSSION AND ANALYSIS | 46 | | INTRODUCTION | 46 | | INDUSTRY AND COMPANY PERFORMANCE HIGHLIGHTS | 46 | | SAY-ON-PAY | 48 | | EXECUTIVE COMPENSATION KEY ATTRIBUTES | 50 | | COMPENSATION PROCESS AND PHILOSOPHY | 50 | | ROLE OF COMPENSATION CONSULTANT | 51 | | USE OF PEER GROUP DATA | 51 | | ROLE OF EXECUTIVES | 52 | | COMPENSATION FRAMEWORK | 52 | | 2025 COMPENSATION ACTIONS | 62 | | CEO EMPLOYMENT AGREEMENT | 62 | | OTHER COMPENSATION PROGRAM ELEMENTS | 63 | | COMPENSATION RISK REVIEW | 65 | | COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 65 | | COMPENSATION COMMITTEE REPORT | 65 | | COMPENSATION TABLES | 66 | | 2024 SUMMARY COMPENSATION TABLE | 66 | | 2024 GRANTS OF PLAN BASED AWARDS TABLE | 67 | | NARRATIVE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE | 68 | | 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | 69 | | 2024 OPTION EXERCISES AND STOCK VESTED | 70 | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 70 | | EQUITY COMPENSATION PLAN INFORMATION | 72 | | PAY RATIO | 73 | | PAY VERSUS PERFORMANCE | 74 | | PROPOSAL 4: RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG | 78 | | VOTE REQUIRED | 78 | | BOARD RECOMMENDATION | 78 | | AUDIT COMMITTEE POLICIES AND PROCEDURES | 78 |

  2. DIRECTOR NOMINEE HIGHLIGHTS

    DIRECTOR NOMINEE HIGHLIGHTS

  3. Director Nominees and Committees

    Director Nominees and Committees

  4. 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 | | Terri D. McClements | ✓ | 2024 | | | | -- | | Thomas A. Natelli | ✓ | 2019 | | | | -- | | Timothy J. Naughton | ✓ | 2017 | | | | 2 | | Stephen I. Sadove (Lead Independent Director) | ✓ | 2017 | | | | 2 |

  5. Director Nominees and Committees

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

  6. Snapshot of Director Nominees

    Snapshot of Director Nominees Our director nominees each exhibit an effective mix of skills, experience, diversity and judgement.

  7. Average Tenure: 6.8 Years

    Average Tenure: 6.8 Years

  8. Average Age: 66.7

    Average Age: 66.7

  9. DIVERSITY

    DIVERSITY

  10. 2 of 4 Board leadership roles held by a woman

    2 of 4 Board leadership roles held by a woman *Information in charts above calculated as of March 12, 2025.

  11. 2 of 4 Board leadership roles held by a woman

    | 10 | 2025 PROXY STATEMENT | |

  12. Experience/Qualifications/Skills of Director Nominees

    Experience/Qualifications/Skills of Director Nominees

  13. Experience/Qualifications/Skills of Director Nominees

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

  14. OUR BUSINESS STRATEGY

    OUR BUSINESS STRATEGY Our executive compensation program is 90% 65% 35% 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 2024, 88.1% 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 prior years’ annual stockholder outreach programs, the Compensation Committee continues 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.

  15. 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.

  16. 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 | | 44% | 89% | 67% | 67% | 89% |

  17. DIRECTOR NOMINEES

    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 2025 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.”

  18. DIRECTOR NOMINEES

    | Thomas J. Baltimore, Jr. Chairman of the Board, President and Chief Executive Officer of Park Hotels & Resorts Inc. | | | Director since: 2016 Age: 61 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 a past chair (2018) of the National Association of Real Estate Investment Trusts’ (“Nareit”) Executive Board. 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. |

  19. DIRECTOR NOMINEES

    | 16 | 2025 PROXY STATEMENT | |

  20. DIRECTOR NOMINEES

    | Patricia M. Bedient Former Executive Vice President and Chief Financial Officer of Weyerhaeuser Company | | | INDEPENDENT Director since: 2017 Committees: Governance (Chair); Audit Age: 71 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. |

  21. 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: 77 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) and since December 2024, Mr. Eckert has been a trustee of BIGI REIT, a private industrial income trust and affiliate of Bridge Investment Group Holdings Inc. (NYSE: BRDG), an alternative investment manager. 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. |

  22. DIRECTOR NOMINEES

    | | 2025 PROXY STATEMENT | 17 |

  23. 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: 66 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. |

  24. 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: 63 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. |

  25. DIRECTOR NOMINEES

    | 18 | 2025 PROXY STATEMENT | |

  26. DIRECTOR NOMINEES

    | Terri D. McClements Former Partner at PricewaterhouseCoopers | | | INDEPENDENT Director since: 2024 Committees: Governance Age: 62 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. |

  27. DIRECTOR NOMINEES

    | Thomas A. Natelli President and Chief Executive Officer of Natelli Communities | | | INDEPENDENT Director since: 2019 Committees: Audit; Governance Age: 64 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. 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 Quantum Loophole, Inc., a privately held developer of data center campuses, from 2021 until 2024; 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

    | | 2025 PROXY STATEMENT | 19 |

  29. DIRECTOR NOMINEES

    | Timothy J. Naughton Non-Executive Chairman of the Board and Former Chief Executive Officer of AvalonBay | | | INDEPENDENT Director since: 2017 Committees: Compensation; Governance Age: 63 Other Current Public Company Boards: ➣AvalonBay Communities, Inc. ➣BXP, 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. Since May 2024, Mr. Naughton has served on the board of directors of BXP, Inc. (NYSE: BXP), the largest publicly traded developer, owner and manager of workplaces in the United States. 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. |

  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: 73 Other Current Public Company Boards: ➣Aramark ➣Movado Group, Inc. | Professional Experience Mr. Sadove has served as a director on the Board since January 2017 and as the Board’s lead independent director since April 2022. 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 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, Ruby Tuesday, Inc. (NYSE: RT) until December 2017 and Colgate-Palmolive Company (NYSE: CL), until May 2024. 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 trustee 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

    | 20 | 2025 PROXY STATEMENT | |

  32. SUMMARY OF DIRECTOR NOMINEES’ SKILLS AND EXPERIENCE

    SUMMARY OF DIRECTOR NOMINEES’ SKILLS AND EXPERIENCE

  33. SUMMARY OF DIRECTOR NOMINEES’ SKILLS AND EXPERIENCE

    | | Baltimore, Thomas J., Jr. | Bedient, Patricia M. | Eckert, Thomas D. | Garrett, Geoffrey M. | Kelly, Christie B. | McClements, Terri D. | Natelli, Thomas A. | Naughton, Timothy J. | Sadove, Stephen I. | | 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 | | | | | | | | | | | TWO OR MORE RACES OR ETHNICITIES | | | | | | | | | | | WHITE / CAUCASIAN | | • | • | • | • | • | • | • | • | | LGBTQ+ | | | | | | | | | | | GENDER | | | | | | | | | | | FEMALE | | • | | | • | • | | | | | MALE | • | | • | • | | | • | • | • | | INDEPENDENCE | | | | | | | | | | | INDEPENDENT DIRECTOR | | • | • | • | • | • | • | • | • |

  34. SUMMARY OF DIRECTOR NOMINEES’ SKILLS AND EXPERIENCE

    | | 2025 PROXY STATEMENT | 21 |

  35. SUMMARY OF DIRECTOR NOMINEES’ SKILLS AND EXPERIENCE

    CORPORATE

  36. director compensation levels

    director compensation levels

  37. to the director compensation

    to the director compensation

  38. Program Details

    Our Chairman and Chief Executive Officer does not receive any additional compensation for serving as a director. On April 19, 2024, 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 19, 2024 until April 25, 2025, the date of our 2025 annual meeting, with such awards vesting on the date of the 2025 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 2025 annual meeting of stockholders and will represent the directors’ annual grant for their services as a director until the 2026 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.

  39. DIRECTOR COMPENSATION FOR 2024

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

  40. DIRECTOR COMPENSATION FOR 2024

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Patricia M. Bedient | 103,757 | 139,988 | — | 243,745 | | Thomas D. Eckert | 107,500 | 139,988 | — | 247,488 | | Geoffrey M. Garrett | 95,000 | 139,988 | 475 | 235,463 | | Christie B. Kelly | 112,467 | 139,988 | — | 252,455 | | Sen. Joseph I. Lieberman(4) | 23,620 | — | — | 23,620 | | Terri D. McClements(5) | 82,849 | 178,476 | — | 261,325 | | Thomas A. Natelli | 94,965 | 139,988 | — | 234,953 | | Timothy J. Naughton | 98,692 | 139,988 | — | 238,680 | | Stephen I. Sadove | 129,972 | 139,988 | 1,320 | 271,280 |

  41. DIRECTOR COMPENSATION FOR 2024

    (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 2024, 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, 6,684; Ms. Kelly, 7,222; Ms. McClements, 5,351; Mr. Natelli, 6,098; Mr. Naughton, 6,316; and Mr. Sadove, 8,346. (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 2024, 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, 2024 each of our non-employee directors held 8,668 restricted shares in relation to their unvested annual restricted stock award granted in April 2024. (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. (4)The compensation received by Senator Lieberman is for his service as a director from January 1, 2024 until his passing on March 27, 2024. (5)Ms. McClements was appointed as a director on January 12, 2024. The compensation received by Ms. McClements is in relation to her service as a director from January 12, 2024 until December 31, 2024, including the pro rata portion of her annual cash retainers, 2,407 restricted shares granted in January 2024 in relation to her prorated annual restricted stock award for her Board service from January 12, 2024 until April 19, 2024 and 8,668 restricted shares granted in relation to her service from April 19, 2024 until April 25, 2025 (as discussed in Footnote 2 above).

  42. DIRECTOR COMPENSATION FOR 2024

    | 36 | 2025 PROXY STATEMENT | |

  43. DIRECTOR COMPENSATION FOR 2024

    PARK’S EXECUTIVE OFFICERS

  44. amendments to, the separate Park Hotels & Resorts Inc. 2017 Omnibus Incentive Plan (as amended and restated), which is

    amendments to, the separate Park Hotels & Resorts Inc. 2017 Omnibus Incentive Plan (as amended and restated), which is used for awards granted to executives and other employees. The Second A&R Director Stock Plan also makes other immaterial changes. The key terms of the Second A&R Director Stock Plan are summarized below, and such summary is qualified in its entirety by the Second A&R Director Stock Plan, as set forth in Exhibit A to this Proxy Statement.

  45. amendments to, the separate Park Hotels & Resorts Inc. 2017 Omnibus Incentive Plan (as amended and restated), which is

    | 40 | 2025 PROXY STATEMENT | |

  46. Overview

    Overview The purpose of the Director Stock Plan is to provide a means through which the Company may attract and retain members of our Board and to provide a means whereby members of our Board can acquire and maintain an equity interest in the Company, thereby strengthening their commitment to the welfare of the Company and aligning their interests with those of the Company’s stockholders. The original 2017 Stock Plan for Non-Employee Directors was initially approved prior to the Company’s Spin-off by the Company’s then-sole stockholder and became effective as of January 3, 2017 and the original plan’s amendment and restatement (i.e., the Director Stock Plan) was approved by the Company’s stockholders on April 30, 2021. The Second A&R Director Stock Plan was approved by our Board on February 14, 2025 (the “Amendment Date”), subject to approval of the plan by the Company’s stockholders. The Second A&R Director Stock Plan provides for potential grants of stock options (“Options”), stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), units of the Company’s operating company (“LTIP Units”) and other equity-based awards (collectively, “Director Awards”).

  47. Types of Awards

    Types of Awards Options The Compensation Committee may grant Options under the Second A&R Director Stock Plan. Each Option granted under the Director Stock Plan will be evidenced by an award agreement, which may be in written or electronic form (an “Award Agreement”). All Options granted under the Second A&R Director Stock Plan will be nonqualified stock options and will have an exercise price per share that is not less than 100% of the “fair market value” (as defined in the Second A&R Director Stock Plan) of a share as of the applicable grant date. The closing price of a share of the Company’s common stock on March 3, 2025, was $12.01. Options granted under the Second A&R Director Stock Plan will vest and become exercisable in such manner and on such date or dates or upon such event or events as determined by the Compensation Committee. Options will expire upon a date determined by the Compensation Committee, not to exceed 10 years from the applicable grant date. Unless otherwise provided by the Compensation Committee, whether in an Award Agreement or otherwise, in the event of a participant’s termination of service due to death or “disability” (as defined in the Second A&R Director Stock Plan), each outstanding Option held by the participant will become fully vested and exercisable as of the date of such termination, and such Option will remain exercisable for one year after termination (but in no event beyond the original expiration date of the Option). SARs The Compensation Committee may grant SARs under the Second A&R Director Stock Plan. Each SAR granted under the Second A&R Director Stock Plan will be evidenced by an Award Agreement. SARs may be granted in tandem with any Option granted under the Second A&R Director Stock Plan or independent of any Option. The strike price per share of the Company’s common stock for each SAR will not be less than 100% of the fair market value of such share as of the applicable grant date, provided that a SAR granted in tandem with (or in substitution for) an Option previously granted will have a strike price equal to the exercise price of the corresponding Option. A SAR granted in connection with an Option will become exercisable and will expire according to the same vesting schedule and expiration provisions as the corresponding Option. A SAR granted independent of an Option will vest and become exercisable in such a manner and on such date or dates or upon such event or events as determined by the Compensation Committee. SARs will expire upon a date determined by the Compensation Committee, not to exceed 10 years from the applicable grant date. Unless otherwise provided by the Compensation Committee, whether in an Award Agreement or otherwise, in the event of a participant’s termination of service due to death or disability, each outstanding SAR held by the participant will become fully vested and exercisable as of the date of such termination, and such SAR will remain exercisable for one year after termination (but in no event beyond the original expiration date of the SAR). Upon the exercise of a SAR, the Company will pay to the participant an amount equal to the number of shares subject to the SAR that is being exercised multiplied by the excess of the fair market value of one share of the Company’s common stock on the exercise date over the applicable strike price, less applicable tax withholdings. The Company will pay such amount in cash, in shares of common stock, or any combination thereof, as determined by the Compensation Committee. Restricted Stock and RSUs The Compensation Committee may grant restricted stock and RSUs under the Second A&R Director Stock Plan. Each grant of restricted stock and RSUs will be evidenced by an Award Agreement. Restricted stock is common stock of the Company that is subject to certain specified restrictions, which may include, without limitation, a requirement that the participant provide continuous services as a non-employee director of our Board for a specified period of time. RSUs constitute an unfunded and unsecured promise to deliver shares of the Company’s common stock, cash, other securities or other property, subject to certain restrictions, which may include, without limitation, a requirement that the participant provide continuous services as a non- employee director of our Board for a specified period of time. Restricted Stock and RSUs will vest, and any applicable period of restriction will lapse, in such manner and on such date or dates or upon such event or events as determined by the Compensation Committee.

  48. Types of Awards

    Subject to certain restrictions set forth in the Second A&R Director Stock Plan and the applicable Award Agreement, a participant generally will have the rights and privileges of a stockholder as to shares of restricted stock, including, without limitation, the right to vote such restricted stock. A participant will have no rights or privileges as a stockholder as to RSUs. Except as otherwise provided in an Award Agreement or by the Compensation Committee, upon the payment by the Company of dividends on shares of common stock, the holder of outstanding RSUs will be entitled to be credited with dividend equivalent payments in cash (unless the Compensation Committee elects to credit such payments in shares of common stock having a fair market value equal to the amount of such dividend), which payments will be made to the holder on a current basis within 15 days following the date on which the corresponding dividend is paid to the Company’s stockholders. LTIP Units The Compensation Committee may grant LTIP Units in such amount and subject to such terms and conditions as determined by the Compensation Committee; provided, however that LTIP Units (a) may be granted for service to such operating partnership and (b) will have the rights and features of which, if applicable will be set forth in the operating partnership’s limited liability company agreement and in the applicable Award Agreement. Other Equity-Based Awards The Compensation Committee may grant other equity-based awards under the Second A&R Director Stock Plan alone or in tandem with other Director Awards, in such amounts and dependent on such conditions as the Compensation Committee determines. Each such award granted under the Second A&R Director Stock Plan will be evidenced by an Award Agreement and will be subject to such conditions not inconsistent with the Second A&R Director Stock Plan as may be reflected in the applicable Award Agreement.

  49. Changes in Capital Structure and Similar Events

    Changes in Capital Structure and Similar Events In the event of (i) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, shares of common stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of shares of common stock or other securities of the Company, issuance of warrants or other rights to acquire shares of common stock or other securities of the Company, or other similar corporate transaction or event that affects the shares of common stock (including a “change in control” (as defined in the Second A&R Director Stock Plan)); or (ii) unusual or nonrecurring events affecting the Company, including changes in applicable rules, rulings, regulations or other requirements, that the Compensation Committee determines, in its sole discretion, could result in substantial dilution or enlargement of the rights intended to be granted to, or available for, participants (any event in (i) or (ii), an “Adjustment Event”), the Compensation Committee will, in respect of any such Adjustment Event, make such proportionate substitution or adjustment, if any, as it deems equitable, to any or all of (x) the share reserve under the Second A&R Director Stock Plan, or any other limit applicable under the Second A&R Director Stock Plan with respect to the number of Director Awards which may be granted under the Second A&R Director Stock Plan; (y) the number of shares of common stock or other securities of the Company (or number and kind of other securities or other property) which may be issued in respect of Director Awards or with respect to which Director Awards may be granted under the Second A&R Director Stock Plan; and (z) the terms of any outstanding Director Award. Except as may otherwise be provided in an Award Agreement, in connection with any Adjustment Event, the Compensation Committee may provide for any one or more of the following: (i) substitution or assumption of Director Awards (or awards of an acquiring company), acceleration of the vesting of, exercisability of, lapse of restrictions on, or termination of, Director Awards, or establishment of a period of time (which will not be required to be more than 10 days) for participants to exercise outstanding Director Awards prior to the occurrence of such event (and any such Director Award not so exercised will terminate upon the occurrence of such event); (ii) cancellation of any one or more outstanding Director Awards and payment to the holders of such awards that are vested as of such cancellation (including, without limitation, any awards that would vest as a result of the occurrence of such event but for such cancellation or for which vesting is accelerated by the Compensation Committee in connection with such event pursuant to clause (i) above), the value of such awards, if any, as determined by the Compensation Committee; and (iii) conversion or replacement of any Director Award that is not vested as of the occurrence of such event into or with the right to receive a payment, based on the value of the award (as determined consistent with clause (ii) above), which is subject to continued vesting on the same basis as the vesting requirements applicable to such converted or replaced award.

  50. Dividends and Dividend Equivalents

    Dividends and Dividend Equivalents The Compensation Committee may provide a participant as part of a Director Award with dividends, dividend equivalents or similar payments in respect of awards, payable in cash, shares of common stock, other securities, other awards or other property, on a current or deferred basis, on such terms and conditions as may be determined by the Compensation Committee, including, without limitation, payment directly to the participant, withholding of such amounts by the Company subject to vesting of the award or reinvestment in additional shares of common stock, restricted stock or other awards, provided, that no dividends, dividend equivalents or other similar payments will be payable in respect of outstanding Options or SARs.

  51. Material U.S. Federal Tax Consequences

    Material U.S. Federal Tax Consequences The following paragraphs are a summary of the material U.S. federal income tax consequences associated with Director Awards granted under the Second A&R Director Stock Plan. The summary is based on existing U.S. laws and regulations, and there can be no assurance that those laws and regulations will not change in the future. The summary does not purport to be complete and does not discuss the tax consequences upon a participant’s death or the provisions of the income tax laws of any municipality, state or foreign country in which the participant may reside. It is intended that the Second A&R Director Stock Plan and any awards granted thereunder will comply with, and should be interpreted consistent with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Nonqualified Stock Options No income will be recognized by a non-employee director at the time a nonqualified stock option is granted. Ordinary income will be recognized by the non-employee director at the time a nonqualified stock option is exercised, and the amount of such income will be equal to the excess of the fair market value on the exercise date of the shares issued to the director over the exercise price. The Company will generally be entitled to a deduction for federal income tax purposes at such time and in the same amount that the non-employee director is required to include in his or her income upon the exercise of a nonqualified stock option. Any additional gain or loss recognized upon later disposition of the shares is capital gain or loss, which may be long-term or short-term capital gain or loss depending on the holding period.

  52. Material U.S. Federal Tax Consequences

    SARs No taxable income is recognized when a SAR is granted to a non-employee director. Upon exercise, the director will recognize ordinary income in an amount equal to the amount of cash received and the fair market value of any shares of our common stock received. The Company will generally be entitled to a deduction for federal income tax purposes at such time and in the same amount that the non-employee director is required to include in his or her income upon the exercise of a SAR. Any additional gain or loss recognized upon later disposition of any shares received is capital gain or loss, which may be long-term or short-term capital gain or loss depending on the holding period. Restricted Stock A non-employee director generally will not have taxable income upon the grant of restricted stock. Instead, the director will recognize ordinary income at the time of vesting equal to the fair market value (on the vesting date) of the shares or cash received minus any amount paid. Under Section 83(b) of the Code, an individual who is granted an award of restricted stock may elect to recognize income on the date of grant rather than the date of vesting in an amount equal to the fair market value of the shares on the date of grant (less the purchase price for such shares, if any). Pursuant to the Second A&R Director Stock Plan, non-employee directors may not file Section 83(b) elections with respect to restricted stock unless expressly permitted by the terms of the applicable Award Agreement or by action of the Compensation Committee in writing prior to the making of such election. The Company will generally be entitled to a deduction for federal income tax purposes at such time and in the same amount that the non-employee director is required to include in his or her income upon the vesting of the restricted stock. Any additional gain or loss recognized upon later disposition of the shares is capital gain or loss, which may be long-term or short-term capital gain or loss depending on the holding period. RSUs A non-employee director generally will not have taxable income upon a grant of RSUs. When the RSUs vest and are settled for cash or shares, the director generally will be required to recognize as income an amount equal to the fair market value of the shares or the amount of cash on the date of settlement, and the Company generally will be allowed a corresponding tax deduction at that time. Any additional gain or loss recognized upon later disposition of any shares received is capital gain or loss, which may be long-term or short-term capital gain or loss depending on the holding period. LTIP Units Profits interest units, including LTIP Units, generally should not be taxable upon grant as long as the profits interest units only grant the participant the right to profits accruing after the date of grant and do not provided an interest in any capital of the operating partnership. Other Equity-Based Awards In general, a non-employee director who receives other equity-based awards will not be taxed on grant of such award, but instead the fair market value of the cash or common stock received will be taxable as ordinary income on the date that the cash or common stock is received in payment of such award, and the Company generally will be allowed a corresponding tax deduction at that time. Any additional gain or loss recognized upon later disposition of any shares received is capital gain or loss, which may be long-term or short-term capital gain or loss depending on the holding period.

  53. 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 2024 annual meeting of stockholders, approximately 94% of the votes cast supported our advisory vote on executive compensation. Prior Compensation Program Committee conducts stockholder outreach and, based on feedback, makes significant changes to the compensation program in 2022 Historical Say-On-Pay Votes 2020-2024; 2024 Highest Support in Past 4 Years 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 and our continuing stockholder outreach efforts. These design changes were the result of an extensive stockholder 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.

  54. Key Themes from Recent Stockholder Engagement Efforts

    | What We Heard | What We Did | | Board Composition – Over the last few years, stockholders have communicated a strong preference for additional gender diversity on the Board | In January 2024, ahead of our anticipated schedule, the Board appointed Ms. McClements to the Board, bringing female representation on the Board currently to 33%. | | Pay for Performance Alignment – During our stockholder outreach efforts in 2021 and 2022, stockholders expressed that executive compensation should have a more correlated linkage of pay for performance. Stockholder outreach sessions following our compensation program changes in 2022 have highlighted stockholder support for the current design of our executive compensation program to continue and maintain this strong pay for performance alignment. | In February 2022, in response to stockholder feedback, the Committee amended the LTIP (as defined below) to increase the performance-based portion for an executive’s target annual equity award: –from 60% to 65% for CEO; and –from 50% to 60% for Executive Committee members and/or Section 16 officers (other than CEO). Furthermore, the Committee maintained the use of the modifier to the NEO’s PSU awards that adjusts PSU payout in the event that the Company’s TSR is negative for the applicable PSU award’s performance period. | | Rigor of Targets – Stockholders continue to request STIP (as defined below) corporate objectives to be set at rigorous levels and for individual performance objectives to continue to be clearly defined. Stockholders have communicated understanding of the Company’s rationale for splitting the determination of the performance levels for the corporate performance objectives into two phases. | We continue to undergo a detailed process of analyzing and reviewing a number of factors including, but not limited to our short and long-term financial plan; investor expectations; industry and peer performance; industry benchmarking; overall attainability; and stockholder value creation. Following that analysis, rigorous corporate objectives with measurable targets are set. Disclosure detailing the corporate objectives is provided in this CD&A under the discussion “—Compensation Framework – Short-Term Incentive.” | | Maintaining Strong Corporate Governance – Stockholders have expressed the importance of good corporate governance polices and practices and have acknowledged that they view the Company’s corporate governance policies to be what they consider “best in class.” | The Board continually evaluates and updates corporate governance policies (as appropriate) in order to maintain strong corporate governance practices. For example, in October 2023, the Board adopted an updated incentive compensation clawback policy that provides for the mandatory recovery from current and former officers of incentive-based compensation that was erroneously awarded during the three years preceding the date that the Company is required to prepare an accounting restatement. |

  55. 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 |

  56. 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”) 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 2024 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 2024, FPC did not work for management and did not receive any compensation from the Company other than for its work in advising the Committee.

  57. 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 that are either (i) primarily operating in the real estate and/or hotel/lodging industries or (ii) geographically located in similar markets and that are generally 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, industry and geography 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 October 2023, the Committee approved a 14-company peer group set forth below for fiscal year 2024 executive compensation benchmarking purposes, which included (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. The Committee expects to continue to annually review the composition of our peer group and make changes when appropriate.

  58. USE OF PEER GROUP DATA

    | Peer | Industry | Total Capitalization ($MM) as of December 31, 2024 | | Host Hotels & Resorts, Inc. | Hotel | $17,494 | | Hyatt Hotels Corporation | Hotel | $17,380 | | Federal Realty Investment Trust | Shopping Center | $14,469 | | Wyndham Hotels & Resorts, Inc. | Hotel | $10,277 | | Hilton Grand Vacations Inc. | Hotel, Resorts and Cruise Lines | $10,074 | | Ryman Hospitality Properties, Inc. | Hotel | $9,486 | | Park Hotels & Resorts Inc. | Hotel | $7,079 | | Apple Hospitality REIT, Inc. | Hotel | $5,255 | | JBG SMITH Properties | Diversified | $4,258 | | Pebblebrook Hotel Trust | Hotel | $4,145 | | RLJ Lodging Trust | Hotel | $3,860 | | Sunstone Hotel Investors, Inc. | Hotel | $3,294 | | DiamondRock Hospitality Company | Hotel | $2,975 | | Xenia Hotels & Resorts, Inc. | Hotel | $2,730 | | Apartment Income REIT Corp. | Multifamily | N/A | | Source: S&P Capital IQ as of December 31, 2024. | | |

  59. USE OF PEER GROUP DATA

    | 52 | 2025 PROXY STATEMENT | |

  60. USE OF PEER GROUP DATA

    In October 2024, the Committee again reviewed the composition of our peer group. For fiscal year 2025 executive compensation benchmarking purposes and based on the recommendation from FPC, the Committee approved (i) the removal of Apartment Income REIT Corp. from the peer group following its acquisition by Blackstone Real Estate in June 2024 as it is no longer an available peer and (ii) the addition of Marriott Vacations Worldwide Corp. to the peer group, as this company closely mirrors the Company in terms of asset class and size and it includes the Company in its peer group for benchmarking executive compensation purposes.

  61. 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 | |

  62. 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 88.1% 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.

  63. 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.

  64. Short-Term Incentive

    | Participant Level | Target Bonus(1) | | Chief Executive Officer | 175% of base salary | | Executive Vice President | Up to 100% of base salary | | Senior Vice President | Up to 75% of base salary |

  65. 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 2024). The threshold and maximum amounts for each other NEO will be determined by the Committee each fiscal year. Each fiscal year, annual STIP bonuses will be earned

  66. Short-Term Incentive

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

  67. Short-Term Incentive

    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 2024 as a result of the continuing unpredictability and uncertainty from evolving macro-economic factors (including inflation, changes in interest rates, potential economic slowdown and geopolitical conflicts). Additionally, in 2024, to highlight our continued commitment to our corporate responsibility strategy, the Committee approved the third annual corporate responsibility scorecard to be included as a component of the individual performance objective portion of the 2024 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. 2024 Target STIP Awards In February 2024, the Committee approved a target bonus for fiscal year 2024 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 2024 target bonuses of 100% of base salary (with bonus ranges of 50% to 200% of base salary) for each of Messrs. Dell’Orto, Mayfield and Morey and Ms. Vu.

  68. Short-Term Incentive

    | | 2025 PROXY STATEMENT | 55 |

  69. Short-Term Incentive

    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 2024:

  70. Short-Term Incentive

    | Name | Target STIP Opportunity (as a % of base salary) | STIP Bonus Opportunity ($) | | | | | | Threshold ($) | Target ($) | High ($) | | Thomas J. Baltimore, Jr. | 175% | 962,500 | 1,925,000 | 3,850,000 | | Sean M. Dell’Orto | 100% | 300,300 | 600,600 | 1,201,200 | | Carl A. Mayfield | 100% | 285,285 | 570,570 | 1,141,140 | | Thomas C. Morey | 100% | 300,300 | 600,600 | 1,201,200 | | Nancy M. Vu | 100% | 259,350 | 518,700 | 1,037,400 |

  71. Short-Term Incentive

    2024 Company Performance Objectives In February 2024, given the continued uncertainty regarding macro-economic factors and disruptions and their rapidly, evolving nature (including inflation, changes in interest rates, potential economic slowdown and geopolitical conflicts), the Committee approved continuing to split determination of the performance levels for the 2024 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 2024 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 2024 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 2024, the Committee adopted the following Phase I Corporate Objectives for the first half of 2024. 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 2024.

  72. Short-Term Incentive

    | Phase I Corporate Objective (50%) | | | Measurement | | | | | | Allocation | Description | Threshold | Target | High | Achievement | | Consolidated Portfolio RevPAR | 20% | Focuses on revenue within our portfolio—one of the Company’s core pillars of aggressive asset management | $178.75 | $185.62 | $192.25 | $185.28 | | Consolidated Hotel Adjusted EBITDA Margin | 30% | Focuses on “margin improvement”—as expense reduction is another of our core pillars of aggressive asset management | 26.1% | 27.4% | 28.6% | 28.6% | | Adjusted EBITDA | 30% | Focuses on the Company’s overall earnings profile, which is affected by both asset management and acquisition and disposition activity | $308.1M | $338.1M | $368.1M | $355.4M | | Net Debt / TTM Adjusted EBITDA | 20% | Focuses on our overall net leverage position to align with maintaining a strong, conservative balance sheet | 5.77x | 5.38x | 5.00x | 5.25x |

  73. Short-Term Incentive

    Based on the above achievements, the NEOs had an achievement level of 154.0% with respect to the Phase I Corporate Objectives. PHASE II CORPORATE OBJECTIVES – 50% weight In September 2024, based on visibility gained through the first half of 2024, the Committee adopted the following Phase II Corporate Objectives for the second half of 2024. Following the adoption of the Phase II Corporate Objectives, the Company experienced unexpected disruption from the end of September until early November 2024 as a result of strikes and other related

  74. Short-Term Incentive

    | 56 | 2025 PROXY STATEMENT | |

  75. Short-Term Incentive

    labor activities at certain properties in its portfolio. As the Company’s Hilton Hawaiian Village property had incurred the most impact from this disruption, the Committee subsequently determined to re-calibrate the Phase II Corporate Objectives to exclude Hilton Hawaiian Vacation from the portfolio for the fourth quarter of 2024 only. 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 (all as adjusted for removal of Hilton Hawaiian Village for the fourth quarter of 2024).

  76. Short-Term Incentive

    | Phase II Corporate Objective (50%) | Allocation | Description | Measurement | | | | | | | | Threshold | Target | High | Achievement | | Comparable Portfolio RevPAR | 20% | Focuses on revenue within our portfolio—one of the Company’s core pillars of aggressive asset management | $174.07 | $181.07 | $188.07 | $183.38 | | Comparable Hotel Adjusted EBITDA Margin | 30% | Focuses on “margin improvement”—as expense reduction is another of our core pillars of aggressive asset management | 25.2% | 26.2% | 27.2% | 26.1% | | Adjusted EBITDA | 30% | Focuses on the Company’s overall earnings profile, which is affected by both asset management and acquisition and disposition activity | $240.3M | $270.3M | $300.3M | $279.6M | | Net Debt / TTM Adjusted EBITDA | 20% | Focuses on our overall net leverage position to align with maintaining a strong, conservative balance sheet | 6.26x | 5.91x | 5.56x | 5.67x |

  77. Short-Term Incentive

    Based on the above achievements, the NEOs had an achievement level of 128.9% 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 141.4% with respect to the final aggregate 2024 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.

  78. Short-Term Incentive

    | Named Executive Officer | Individual Performance Highlights | | Thomas J. Baltimore, Jr. | •Successfully led the Company in evaluating and reshaping the Company’s portfolio and recycling proceeds from non-core asset sales into the stock repurchase program and debt reduction •Oversaw the increase in the Company’s quarterly dividend payment •Aggressively led the Company to evaluate opportunities and implement plans to activate real estate within the portfolio, including the development of adjacent parcels of land at Hilton Hawaiian Village and return on investment project at Royal Palm South Beach Miami •Continued working with Park’s third-party management companies 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 and maintained high quality relationships with the investment community by achieving credibility, clear and achievable expectations and transparency •Continued to assess and update enterprise risk management framework (including cybersecurity risk assessment and mitigation activities) |

  79. Short-Term Incentive

    | | 2025 PROXY STATEMENT | 57 |

  80. Short-Term Incentive

    | Named Executive Officer | Individual Performance Highlights | | Sean M. Dell’Orto | •Led the update of the Company’s strategic plan and assessment of the full potential of the portfolio based on cost efficiencies, revenue opportunities and return on investment projects in planning •Continued to strengthen the balance sheet and the Company’s liquidity position, including (i) by structuring the issuance of $550 million of 7.0% senior notes due 2030 and amending the Company’s existing credit agreement to include a new $200 million senior unsecured term loan facility due 2027 and using proceeds from such transactions to repurchase or redeem all of the $650 million 7.5% senior notes due June 2025, as well as (ii) evaluating options to push out maturities, lower interest costs and provide for prepay flexibility in the capital stack •Oversaw the continued improvement and effectiveness of the Company’s financial reporting functions, including the refinement of internal processes, reports, analytics and tools •Led the renewal of the Company’s property insurance policies •Supported the Company’s Investment team with underwriting and funding plans for potential acquisitions, dispositions, ground lease workouts and joint venture related matters | | Carl A. Mayfield | •Oversaw the development and implementation of plans to activate the Company’s real estate, including the completion of renovation projects at the Casa Marina Key West, Curio Collection and the start of projects at the Hilton New Orleans Riverside and Royal Palm South Beach Miami •Executed on all approved risk and emergency capital projects within 3% of budget •Oversaw and updated the Company’s environmental, risk, energy and sustainability programs •Updated the Company’s First Responder’s Program and created a waste and diversion program •Completed retro commissioning studies to build out 2025 projects at various assets in the portfolio | | Thomas C. Morey | •Successfully led the negotiations and completion of the disposition of the Company’s joint venture interests in both the DoubleTree Hotel Spokane City Center and Hilton La Jolla Torrey Pines •Continued maintaining and refining an active “ready list” of potential acquisition opportunities in target markets •Maintained and continued to improve strong portfolio management program interconnected with the Company’s Asset Management and Design & Construction teams •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 the disposition of the Company’s joint venture interests in DoubleTree Hotel Spokane City Center and Hilton La Jolla Torrey Pines and the closure of Hilton Oakland Airport •Oversaw and advised on all legal aspects of each of the Company’s transactions, including the structuring of the Company stock repurchase program, the issuance of senior notes and a new term loan facility 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 development of adjacent parcels of land at Hilton Hawaiian Village and renovation project at Royal Palm South Beach Miami |

  81. Short-Term Incentive

    The Committee also adopted the third 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 as a component of the individual performance

  82. Short-Term Incentive

    | 58 | 2025 PROXY STATEMENT | |

  83. Short-Term Incentive

    objectives of 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 2024, as well as the achievement results. In February 2024, 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.

  84. Short-Term Incentive

    | | MEASURE | RESULTS | POSSIBLE POINTS | ACTUAL POINTS | | ENVIRONMENTAL | Continue to achieve Sustainalytics “Low Risk” rating between 10 and 20 | Achieved an ESG Risk rating of 14.1 (low risk) | 2 | 2 | | | Conduct assessment of properties in Orlando, Washington D.C. and California to determine feasibility of solar energy | Solar energy feasibility assessments completed in Orlando, Washington, DC and California | 2 | 2 | | | Design, permit and, once permitted, commence construction of solar panel project at Hilton Waikoloa Village | Design completed and permitting commenced | 3 | 1.5 | | | Monitor, aggregate and report on 2024 Sustainability (i.e., energy, greenhouse gases and water performance) metrics | Data continuously refined throughout year; verified 2019 baseline data and achieved verification; data contained in Corporate Responsibility Report | 2 | 2 | | | Publish annual Corporate Responsibility Report inclusive of GRI, SASB and TCFD reporting standards | Published in December 2024 | 2 | 2 | | SOCIAL | Conduct at least three (3) lunch & learn sessions to facilitate and foster learning and development in diversity, equity, inclusion and belonging focused topics | Conducted four lunch & learns (focused on diversity) | 2 | 2 | | | Provide at least two (2) off-site volunteer opportunities for associates | Offered three opportunities: 1. True Ground Housing Partners (July 2024) 2. N Street Village (March 2024) 3. Don Bosco Cristo Rey (February 2024) | 2 | 2 | | | Maintain overall employment engagement score above Professional Services benchmark average | Achieved +5 point score above Professional Services benchmark | 2 | 2 | | GOVERNANCE | Obtain 95% or higher completion of diversity, equity, inclusion and unconscious bias training by associates | 100% of associates participated in unconscious bias training | 2 | 1 | | | 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” or better for each of Governance, Environment and Social pillars | Through December, average scores are: 1. Governance - 1.25 2. Environment - 3.67 3. Social - 1.25 | 3 | 2.8 | | | TOTAL ACHIEVEMENT | | 24 | 21.3 |

  85. Short-Term Incentive

    Based on the above achievements, the NEOs had an achievement level between “target” and “high” with respect to the corporate responsibility scorecard.

  86. Short-Term Incentive

    | | 2025 PROXY STATEMENT | 59 |

  87. Short-Term Incentive

    2024 Actual STIP Awards Based on the above individual performance scores, which include as a component the results of the corporate responsibility scorecard, and the achievement of the corporate performance objectives set forth above, the Committee approved the following 2024 actual STIP awards:

  88. Short-Term Incentive

    | Name | Corporate Objective Payout ($) | Individual Performance Payout ($) | Total 2024 STIP Award ($) | Percentage of Target Paid Out | | Thomas J. Baltimore, Jr. | 2,450,621 | 385,000 | 2,835,621 | 147 % | | Sean M. Dell’Orto | 679,639 | 240,240 | 919,879 | 153 % | | Carl A. Mayfield | 645,657 | 228,228 | 873,885 | 153 % | | Thomas C. Morey | 679,639 | 180,180 | 859,819 | 143 % | | Nancy M. Vu | 586,961 | 155,610 | 742,571 | 143 % |

  89. 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.

  90. Long-Term Incentive

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

  91. Long-Term Incentive

    | 60 | 2025 PROXY STATEMENT | |

  92. Long-Term Incentive

    The illustration below sets forth the structure of our LTIP in fiscal year 2024:

  93. Long-Term Incentive

    | CEO | NEOs | Award | Features | | | 65% | 60% | Performance Stock Units | 100% Relative TSR 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 (SUBJECT TO TSR MODIFIER FOR NEGATIVE TSR) | | | | 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 | | |

  94. Long-Term Incentive

    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.

  95. However, in the event that the Company’s TSR is negative for the applicable PSU award’s performance period

    However, in the event that the Company’s TSR is negative for the applicable PSU award’s performance period

  96. for NEO’s PSU awards granted in 2022 or thereafter and the payment otherwise would have been above 100% of

    for NEO’s PSU awards granted in 2022 or thereafter and the 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).

  97. for NEO’s PSU awards granted in 2022 or thereafter and the payment otherwise would have been above 100% of

    | | 2025 PROXY STATEMENT | 61 |

  98. for NEO’s PSU awards granted in 2022 or thereafter and the payment otherwise would have been above 100% of

    | 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% | |

  99. for NEO’s PSU awards granted in 2022 or thereafter and the payment otherwise would have been above 100% of

    (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. 2024 Target LTIP Awards The following table presents the dollar value of the LTIP awards granted to each NEO in February 2024, 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.

  100. for NEO’s PSU awards granted in 2022 or thereafter and the payment otherwise would have been above 100% of

    | | Performance-based PSUs | | | Time-based RSAs ($) | LTIP Award Aggregate Target Value ($) | | Name | Threshold ($) | Target ($) | High ($) | | | | Thomas J. Baltimore, Jr. | 1,015,625 | 4,062,500 | 8,125,000 | 2,187,500 | 6,250,000 | | Sean M. Dell’Orto | 247,748 | 990,990 | 1,981,980 | 660,660 | 1,651,650 | | Carl A. Mayfield | 149,775 | 599,099 | 1,198,197 | 399,399 | 998,498 | | Thomas C. Morey | 198,198 | 792,792 | 1,585,584 | 528,528 | 1,321,320 | | Nancy M. Vu | 136,159 | 544,635 | 1,089,270 | 363,090 | 907,725 |

  101. for NEO’s PSU awards granted in 2022 or thereafter and the payment otherwise would have been above 100% of

    | 62 | 2025 PROXY STATEMENT | |

  102. for NEO’s PSU awards granted in 2022 or thereafter and the payment otherwise would have been above 100% of

    2023 and 2024 Vesting of Previously-Granted PSUs Pursuant to Annual LTIP Awards

  103. for NEO’s PSU awards granted in 2022 or thereafter and the payment otherwise would have been above 100% of

    | RELATIVE TSR PERFORMANCE-BASED LTIP AWARD STATUS | | | | | | | | | | | Through December 31, 2024 | | | | | | | | | LTIP Performance Period and Metrics | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 | Status | % Payout | | 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 | | 100% Completed | | | | | Just Below Target | 99% | | 2023-2025 LTIP | | | | | | | | | | Relative TSR vs Nareit Lodging/Resorts Index | | | 67% Completed | | | | Tracking at Maximum | 200% | | 2024-2026 LTIP | | | | | | | | | | Relative TSR vs Nareit Lodging/Resorts Index | | | | 33% Completed | | | Tracking above Target | 102% | | Note: Relative TSR is measured against all companies that comprise the FTSE Nareit Lodging/Resorts Index with at least $1 billion in market capitalization. | | | | | | | | |

  104. for NEO’s PSU awards granted in 2022 or thereafter and the payment otherwise would have been above 100% of

    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. 2022-2024 PSU Awards: In January 2025, the Committee reviewed and certified achievement of the PSU TSR metric for the 2022-2024 PSU awards granted as a component of the 2022 annual LTIP awards. These 2022-2024 PSU awards had a TSR performance period that commenced on January 1, 2022 and ended on December 31, 2024. Relative TSR for this 3-year performance period was at the 49.6th percentile, which is just below the target level. Consequently, 99% of the target number of 2022-2024 PSU awards granted in February 2022 were earned. The PSU awards granted as a component of the annual LTIP awards in fiscal years 2023 and 2024 are currently projecting achievement at the maximum and above target levels, respectively.

  105. 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.”

  106. CEO EMPLOYMENT AGREEMENT

    | | 2025 PROXY STATEMENT | 63 |

  107. 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.

  108. Severance Benefits

    | 64 | 2025 PROXY STATEMENT | |

  109. Timing of Certain Equity Awards

    Timing of Certain Equity Awards The Company does not currently grant awards of stock options, stock appreciation rights, or similar option-like awards as part of its compensation program. The Company does not time the disclosure of material non-public information, or the granting of equity awards, for the purpose of impacting the value of executive compensation.

  110. 2024 SUMMARY COMPENSATION TABLE

    2024 SUMMARY COMPENSATION TABLE The following table summarizes the total compensation earned by each of our NEOs for the fiscal years ended December 31, 2024, 2023 and 2022.

  111. 2024 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. | 2024 | 1,100,000 | — | 6,462,611 | — | 2,835,621 | 960 | 10,399,192 | | President and Chief Executive Officer | 2023 | 1,000,000 | — | 7,389,520 | — | 2,440,734 | 960 | 10,831,214 | | | 2022 | 1,000,000 | — | 5,878,321 | — | 2,510,738 | 960 | 9,390,019 | | Sean M. Dell’Orto | 2024 | 600,600 | — | 1,703,508 | — | 919,879 | 14,760 | 3,238,747 | | Executive Vice President and Chief Financial Officer and Treasurer | 2023 | 572,000 | — | 1,987,003 | — | 836,241 | 18,029 | 3,413,273 | | | 2022 | 550,000 | — | 1,679,585 | — | 835,857 | 18,160 | 3,083,602 | | Carl A. Mayfield | 2024 | 570,570 | — | 1,029,840 | — | 873,885 | 14,760 | 2,489,055 | | Executive Vice President, Design and Construction | 2023 | 543,400 | — | 1,201,224 | — | 794,429 | 14,160 | 2,553,213 | | | 2022 | 522,500 | — | 1,015,365 | — | 741,814 | 13,160 | 2,292,839 | | Thomas C. Morey | 2024 | 600,600 | — | 1,362,798 | — | 859,819 | 18,510 | 2,841,727 | | Executive Vice President and Chief Investment Officer | 2023 | 572,000 | — | 1,589,605 | — | 779,041 | 17,910 | 2,958,556 | | | 2022 | 550,000 | — | 1,343,639 | — | 780,857 | 13,160 | 2,687,656 | | Nancy M. Vu | 2024 | 518,700 | — | 936,208 | — | 742,571 | 14,760 | 2,212,239 | | Executive Vice President and General Counsel | 2023 | 494,000 | — | 1,092,028 | — | 722,208 | 14,148 | 2,322,384 | | | 2022 | 442,014 | — | 483,033 | — | 536,818 | 13,029 | 1,474,894 |

  112. 2024 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, 2024. 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 2024, the value of such PSUs would be $8,125,000 for Mr. Baltimore, $1,981,980 for Mr. Dell’Orto, $1,198,197 for Mr. Mayfield, $1,585,584 for Mr. Morey and $1,089,270 for Ms. Vu. For additional information on the RSAs and PSUs granted to our NEOs in fiscal year 2024 as part of annual LTIP awards, see “Compensation Discussion and Analysis —Compensation Framework —Long-Term Incentive —2024 Target LTIP Awards.” (2)The amounts shown in the Non-Equity Incentive Plan Compensation column for fiscal year 2024 reflect the cash award that each NEO earned in fiscal year 2024 that was paid in February 2025. For additional information on these cash awards, see “Compensation Discussion and Analysis —Compensation Framework —Short-Term Incentive —2024 Actual STIP Awards.” (3)The amounts shown in the All Other Compensation column for the fiscal year ended December 31, 2024 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, and our matching contributions under the Company’s 401(k) plan of $13,800; (iii) for Mr. Mayfield, group term life insurance premiums valued at $960 and our matching contributions under the Company’s 401(k) plan of $13,800; (iv) for Mr. Morey, group term life insurance premiums valued at $960, and our matching contributions under the Company’s 401(k) plan of $13,800, and an annual executive physical reimbursed at $3,750; and (v) for Ms. Vu, group life insurance premiums valued at $960 and our matching contributions under the Company’s 401(k) plan of $13,800.

  113. 2024 SUMMARY COMPENSATION TABLE

    | | 2025 PROXY STATEMENT | 67 |

  114. 2024 GRANTS OF PLAN BASED AWARDS TABLE

    2024 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, 2024.

  115. 2024 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 | | | All Other Stock Awards: Number or Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Thomas J. Baltimore, Jr. | | | | | | | | | | | Annual STIP Award | | 962,500 | 1,925,000 | 3,850,000 | | | | | | | Annual LTIP RSAs | 2/22/24 | | | | | | | 134,698 | 2,187,496 | | Annual LTIP PSUs | 2/22/24 | | | | 62,538 | 250,153 | 500,306 | | 4,275,115 | | Sean M. Dell’Orto | | | | | | | | | | | Annual STIP Award | | 300,300 | 600,600 | 1,201,200 | | | | | | | Annual LTIP RSAs | 2/22/24 | | | | | | | 40,681 | 660,659 | | Annual LTIP PSUs | 2/22/24 | | | | 15,255 | 61,021 | 122,042 | | 1,042,849 | | Carl A. Mayfield | | | | | | | | | | | Annual STIP Award | | 285,285 | 570,570 | 1,141,140 | | | | | | | Annual LTIP RSAs | 2/22/24 | | | | | | | 24,593 | 399,390 | | Annual LTIP PSUs | 2/22/24 | | | | 9,223 | 36,890 | 73,780 | | 630,450 | | Thomas C. Morey | | | | | | | | | | | Annual STIP Award | | 300,300 | 600,600 | 1,201,200 | | | | | | | Annual LTIP RSAs | 2/22/24 | | | | | | | 32,544 | 528,515 | | Annual LTIP PSUs | 2/22/24 | | | | 12,204 | 48,817 | 97,634 | | 834,283 | | Nancy M. Vu | | | | | | | | | | | Annual STIP Award | | 259,350 | 518,700 | 1,037,400 | | | | | | | Annual LTIP RSAs | 2/22/24 | | | | | | | 22,357 | 363,078 | | Annual LTIP PSUs | 2/22/24 | | | | 8,384 | 33,536 | 67,072 | | 573,130 |

  116. 2024 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 2024 Summary Compensation Table. See “Compensation Discussion and Analysis —Compensation Framework —Short-Term Incentive —2024 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 2024, 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, 2024. 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.

  117. 2024 GRANTS OF PLAN BASED AWARDS TABLE

    | 68 | 2025 PROXY STATEMENT | |

  118. 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 “2024 Summary Compensation Table” and the “2024 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.

  119. 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    2024 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, 2024.

  120. 2024 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. | 2/22/24 | — | — | — | — | 134,698(2) | 1,895,201 | — | — | | | 2/22/24 | — | — | — | — | — | — | 500,306(5) | 7,039,305 | | | 2/16/23 | — | — | — | — | 96,802(3) | 1,362,004 | — | — | | | 2/16/23 | — | — | — | — | — | — | 539,320(6) | 7,588,232 | | | 2/24/22 | — | — | — | — | 33,073(4) | 465,337 | — | — | | Sean M. Dell’Orto | 2/22/24 | — | — | — | — | 40,681(2) | 572,382 | — | — | | | 2/22/24 | — | — | — | — | — | — | 122,042(5) | 1,717,131 | | | 2/16/23 | — | — | — | — | 30,264(3) | 425,814 | — | — | | | 2/16/23 | — | — | — | — | — | — | 136,190(6) | 1,916,193 | | | 2/24/22 | — | — | — | — | 10,889(4) | 153,208 | — | — | | | 2/18/16 | 14,079 | — | 18.91 | 2/18/26 | — | — | — | — | | | 2/10/15 | 8,911 | — | 26.49 | 2/10/25 | — | — | — | — | | Carl A. Mayfield | 2/22/24 | — | — | — | — | 24,593(2) | 346,024 | — | — | | | 2/22/24 | — | — | — | — | — | — | 73,780(5) | 1,038,085 | | | 2/16/23 | — | — | — | — | 18,296(3) | 257,425 | — | — | | | 2/16/23 | — | — | — | — | — | — | 82,332(6) | 1,158,411 | | | 2/24/22 | — | — | — | — | 6,583(4) | 92,623 | — | — | | Thomas C. Morey | 2/22/24 | — | — | — | — | 32,544(2) | 457,894 | — | — | | | 2/22/24 | — | — | — | — | — | — | 97,634(5) | 1,373,710 | | | 2/16/23 | — | — | — | — | 24,212(3) | 340,663 | — | — | | | 2/16/23 | — | — | — | — | — | — | 108,952(6) | 1,532,955 | | | 2/24/22 | — | — | — | — | 8,711(4) | 122,564 | — | — | | Nancy M. Vu | 2/22/24 | — | — | — | — | 22,357(2) | 314,563 | — | — | | | 2/22/24 | — | — | — | — | — | — | 67,072(5) | 943,703 | | | 2/16/23 | — | — | — | — | 16,633(3) | 234,026 | — | — | | | 2/16/23 | — | — | — | — | — | — | 74,848(6) | 1,053,111 | | | 2/24/22 | — | — | — | — | 3,132(4) | 44,067 | — | — |

  121. 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1)Amounts reported are based on the closing price of Park’s common stock on the NYSE as of December 31, 2024 ($14.07), multiplied by the number of such unvested shares or units reported in the table. (2)Represents 2024 LTIP awards granted as RSAs that vest ratably on each of the first three anniversaries of the grant date. (3)Represents 2023 LTIP awards granted as RSAs that vest ratably on each of the first three anniversaries of the grant date. (4)Represents 2022 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 2024 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, 2024, and vest based on the PSU TSR metric. At December 31, 2024, our PSU TSR metric performance related to the 2024 LTIP award achieved at slightly greater than target level. The actual number of PSUs that will be distributed is not yet determinable. (6)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, 2024, our PSU TSR metric performance related to the 2023 LTIP award achieved at maximum value. The actual number of PSUs that will be distributed is not yet determinable.

  122. 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 70 | 2025 PROXY STATEMENT | |

  123. 2024 OPTION EXERCISES AND STOCK VESTED

    2024 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, 2024 and the value realized upon such vesting.

  124. 2024 OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (1) (#) | Value Realized on Vesting (2) ($) | | Thomas J. Baltimore, Jr. | — | — | 298,474 | 4,342,206 | | Sean M. Dell’Orto | — | — | 85,854 | 1,254,083 | | Carl A. Mayfield | — | — | 51,902 | 758,141 | | Thomas C. Morey | — | — | 68,682 | 1,003,248 | | Nancy M. Vu | — | — | 28,487 | 417,834 |

  125. 2024 OPTION EXERCISES AND STOCK VESTED

    (1)Represents for: •Mr. Baltimore, the 48,400 RSAs that vested February 16, 2024, the 34,585 RSAs that vested on February 18, 2024, the 33,072 RSAs that vested on February 24, 2023, and the 182,417 PSUs that vested on December 31, 2024; •Mr. Dell’Orto, the 15,132 RSAs that vested February 16, 2024, the 11,323 RSAs that vested on February 18, 2024, the 10,889 RSAs that vested on February 24, 2024, and the 48,510 PSUs that vested on December 31, 2024; •Mr. Mayfield, the 9,148 RSAs that vested February 16, 2024, the 6,845 RSAs that vested on February 18, 2024, the 6,583 RSAs that vested on February 24, 2024, and the 29,326 PSUs that vested on December 31, 2024; •Mr. Morey, the 12,105 RSAs that vested February 16, 2024, the 9,058 RSAs that vested on February 18, 2024, the 8,711 RSAs that vested on February 24, 2024, and the 38,808 PSUs that vested on December 31, 2024; and •Ms. Vu, the 8,316 RSAs that vested February 16, 2024, the 3,088 RSAs that vested on February 18, 2024, the 3,132 RSAs that vested on February 24, 2024, and the 13,951 PSUs that vested on December 31, 2024. (2)Amounts reported are based on the closing price of Park’s common stock on the NYSE on the applicable vesting date.

  126. 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, 2024. 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.

  127. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | 2025 PROXY STATEMENT | 71 |

  128. 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 | 8,521,500(2) | — | 8,521,500(2) | 1,750,000(3) | | | Equity Awards(4) | 7,428,453 | — | 11,036,311 | 7,428,453 | | | Continuation of Benefits | 29,412(5) | — | 29,412(5) | . | | | Total Value of Benefits | 15,979,365 | — | 19,587,223 | 9,178,453 | | Sean M. Dell’Orto(6) | | | | | | | | Cash Severance(7) | 2,957,320 | — | 2,957,320 | 600,600 | | | Equity Awards(8) | 1,423,800 | — | 2,968,067 | 1,420,535 | | | Continuation of Benefits(9) | 27,210 | — | 27,210 | — | | | Total Value of Benefits | 4,408,330 | — | 5,952,597 | 2,021,135 | | Carl A. Mayfield(6) | | | | | | | | Cash Severance(7) | 2,809,454 | — | 2,809,454 | 570,570 | | | Equity Awards(8) | 860,732 | — | 1,794,319 | 858,748 | | | Continuation of Benefits(9) | 34,627 | — | 34,627 | — | | | Total Value of Benefits | 3,704,813 | — | 4,638,400 | 1,429,318 | | Thomas C. Morey(6) | | | | | | | | Cash Severance(7) | 2,840,060 | — | 2,840,060 | 600,600 | | | Equity Awards(8) | 1,139,037 | — | 2,374,453 | 1,136,406 | | | Continuation of Benefits(9) | 34,627 | — | 34,627 | — | | | Total Value of Benefits | 4,013,724 | — | 5,249,140 | 1,737,006 | | Nancy M. Vu(6) | | | | | | | | Cash Severance(7) | 2,502,179 | — | 2,502,179 | 518,700 | | | Equity Awards(8) | 742,361 | — | 1,591,064 | 742,530 | | | Continuation of Benefits(9) | 27,218 | — | 27,218 | — | | | Total Value of Benefits | 3,271,758 | — | 4,120,461 | 1,261,230 |

  129. 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, 2024, 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. Amounts in the above table represent the value of the acceleration of any unvested RSAs and PSUs, assuming the acceleration occurred on December 31, 2024 and based on the closing price of Park’s common stock on the NYSE as of December 31, 2024 ($14.07). (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

  130. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 72 | 2025 PROXY STATEMENT | |

  131. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    of termination (assuming each NEO’s termination occurred on December 31, 2024, he or she would have been entitled to receive the full amount of his or her target bonus). (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, 2024 and based on the closing price of Park’s common stock on the NYSE as of December 31, 2024 ($14.07). 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). (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.

  132. PAY RATIO

    PAY RATIO Below is (i) the 2024 annual total compensation of our Chief Executive Officer; (ii) the 2024 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.

  133. PAY RATIO

    | CEO Annual Total Compensation | $10,399,192 | | 2024 Median Employee Annual Total Compensation | $269,806 | | CEO to Median Employee Pay Ratio | 39:1 |

  134. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  135. 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, 2024, 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 46. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  136. 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) | Average CAP to Other NEOs(3) | Value of Initial Fixed $100 Investment Based on: | | | | | | | | | | TSR(4) | Peer Group TSR(4) | Net Income (Loss)(5) | Adjusted EBITDA(5)(6) | | 2024 | 10,399,192 | 9,198,252 | 2,695,442 | 2,478,627 | 72.35 | 123.25 | 226 | 652 | | 2023 | 10,831,214 | 18,048,235 | 2,811,857 | 4,093,580 | 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) |

  137. Pay Versus Performance Tables

    (1)For each year shown, the Chief Executive Officer was Mr. Baltimore. For fiscal year 2024, 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 66. See the footnotes to the SCT for further detail regarding the amounts in this column. (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 Change in Value of Prior Years Vested Awards and CAP used in the table for fiscal year 2023 reflects corrections to the fair value of vested PSUs as compared to the values used in the proxy statement for our 2024 Annual Meeting (the “2024 Proxy Statement”). As corrected, the calculation of these amounts uses the fair value of the actual number of shares earned by each NEO at the end of the relevant measurement period rather than the target number of shares. In the 2024 Proxy Statement, the amounts for the Change in Value of Prior Years Vested Awards and CAP for fiscal year 2023 were understated by $41,562 for Mr. Baltimore and $6,070 for the Other NEOs. The following tables reflect the adjustments made to SCT total compensation to compute CAP for our CEO and average CAP for our other NEOs.

  138. instructions from you. The election of directors (Proposal 1), the vote to approve the amendment and restatement

    instructions from you. The election of directors (Proposal 1), the vote to approve the amendment and restatement