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Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2022
USD ($)
Group
shares
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Feb. 25, 2021
Employee
$ / shares
Pay vs Performance Disclosure [Table]        
Pay vs Performance [Table Text Block]
2022 Pay Versus Performance
In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Act, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and company performance for the fiscal years listed below. The Human Resources Committee did not consider the pay versus performance disclosure below in making its compensation decisions for any of the years shown.
2022 Pay Versus Performance Table
Year
(a)
Summary
Compensation
Table (SCT)
Total for
PEO(1)
($)(b)
Compensation
Actually
Paid(2), (3)
to PEO
($)(c)
Average
SCT Total
non-PEO
NEOs(1)
($)(d)
Average
Compensation
Actually
Paid(2), (3)
to non-PEO
NEOs
($)(e)
Value of Initial
Fixed $100
Investment
based on:
Net
Income
($ millions)
(h)
Rela-
tive
TSR(5)
(i)
TSR
($)(f)
Peer
Group(4)
TSR
($)(g)
2022
7,761,196
6,710,784
2,902,402
2,733,528
97.30
99.67
135
19.9%
2021(6)
11,176,606
15,683,430
2,790,546
3,712,300
108.93
131.78
(195)
19.9%
2020
4,443,270
1,624,068
1,363,271
782,922
80.26
92.00
(461)
3.1%
(1)
Colin Reed was our PEO for each year presented. The individuals comprising the non-PEO NEOs for each year presented are listed below.
2020 – 2022
Mark Fioravanti
Jennifer Hutcheson
Patrick Chaffin
Scott Lynn
(2)
The amounts shown for Compensation Actually Paid (CAP) have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the company’s PEO and Non-PEO NEOs. The amounts shown for CAP reflect the Summary Compensation Table (SCT) total with certain adjustments as described in footnote 3 below.
(3)
Compensation Actually Paid (CAP) reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table (SCT).
Year
Summary
Compensation
Table (SCT)
Total for
PEO
($)
Exclusion of
Stock
Awards for
PEO
($)
Inclusion of
Equity
Values for
PEO
($)
Compensation
Actually Paid
(CAP) to
PEO
($)
2022
7,761,196
(3,301,354)
2,250,942
6,710,784
2021
11,176,606
(6,750,915)
11,257,739
15,683,430
2020
4,443,270
(3,312,847)
493,645
1,624,068
Year
Average
Summary
Compensation
Table (SCT)
Total for
Non-PEO
NEOs
($)
Average
Exclusion of
Stock
Awards for
Non-PEO
NEOs
($)
Average
Inclusion
of Equity
Values for
Non-PEO
NEOs
($)
Compensation
Actually Paid
(CAP) to
Non-PEO
NEOs
($)
2022
2,902,402
(1,028,394)
859,520
2,733,528
2021
2,790,546
(1,349,224)
2,270,979
3,712,300
2020
1,363,271
(785,952)
205,602
782,922
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables.
Year
Year-End
Fair Value
of Equity
Awards
Granted
During
Year That
Remained
Unvested
as of Last
Day of
Year for
PEO
($)
Change in
Fair Value
from Last
Day of
Prior Year
to Last
Day of
Year of
Unvested
Equity for
PEO
($)
Vesting-
Date Fair
Value of
Equity
Awards
Granted
During
Year that
Vested
During
Year for
PEO
($)
Change in
Fair Value
from Last
Day of
Prior Year
to Vesting
Date of
Unvested
Equity
Awards
that Vested
During
Year for
PEO
($)
Fair Value
at Last
Day of
Prior Year
of Equity
Awards
Forfeited
During
Year for
PEO
($)
Value of
Dividends
or Other
Earnings
Paid on
Equity
Awards
Not
Otherwise
Included
for PEO
($)
Total – Inclusion
of Equity Values
for PEO
($)
2022
3,662,826
(1,325,860)
(86,024)
2,250,942
2021
8,049,720
2,453,354
754,665
11,257,739
2020
2,419,550
(1,292,386)
(633,519)
493,645
Year
Average
Year-End
Fair Value
of Equity
Awards
Granted
During
Year That
Remained
Unvested
as of Last
Day of
Year for
Non-PEO
NEOs
($)
Change in
Fair Value
from Last
Day of
Prior Year
to Last
Day of
Year of
Unvested
Equity for
Non-PEO
NEOs
($)
Vesting-
Date Fair
Value of
Equity
Awards
Granted
During
Year that
Vested
During
Year for
Non-PEO
NEOs
($)
Change in
Fair Value
from Last
Day of
Prior Year
to Vesting
Date of
Unvested
Equity
Awards
that Vested
During
Year for
Non-PEO
NEOs
($)
Fair Value
at Last
Day of
Prior Year
of Equity
Awards
Forfeited
During
Year for
Non-PEO
NEOs
($)
Value of
Dividends
or Other
Earnings
Paid on
Equity
Awards
Not
Otherwise
Included
for Non-
PEO
NEOs
($)
Total – Inclusion
of Equity Values
for Non-PEO
NEOs
($)
2022
1,130,257
(250,132)
(20,605)
859,520
2021
1,607,947
533,960
129,072
2,270,979
2020
572,570
(242,110)
(124,858)
205,602
(4)
The Peer Group Total Stockholder Return (TSR) set forth in this table utilizes the FTSE NAREIT Equity REITs Index, which we also utilize in the stock performance graph required by Item 201(e) of SEC Regulation S-K included in our 2022 annual report to stockholders. The comparison assumes $100 was invested for the period starting December 31, 2019 through the end of the listed year in the company and in the FTSE NAREIT Equity REITs Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
(5)
As described in the Compensation Discussion and Analysis, the TSR-linked performance-based RSUs granted in 2022 will be determined by comparing our Total Stockholder Return (TSR) performance during the three-year performance period relative to the median of the Total Stockholder Return (TSR) performance of two peer groups, weighted equally: (1) our 2022 Compensation Peer Group; and (2) selected companies within the FTSE NAREIT Lodging Resorts Index. We determined Relative Total Stockholder Return (TSR) (Outperformance of 2022 Compensation Peer Group) to be the most important financial performance measure used to link company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2022, given its impact on our determination of the change in value of the 2022 TSR-linked performance-based RSUs. As required under SEC guidance the table above reflects our relative outperformance (i.e., above the median) for each listed fiscal year as compared with the 2022 Compensation Peer Group. The company’s three-year TSR outperformance against the applicable peer groups, measured at the end of the three-year performance period ending on December 31, 2022, 2021 and 2020, was approximately 36%, 41% and 30%, respectively. This performance measure may not have been the most important financial performance measure for years 2021 and 2020, and we may determine a different financial performance measure to be the most important financial performance measure in future years.
(6)
The compensation figures set forth in this row were elevated in fiscal 2021 because of the special one-time performance-based RSU grants awarded to each NEO on February 25, 2021. This one-time grant of a special stock price-linked performance-based RSU award was made to each NEO and to each director-level and above employee of the company (a total of 52 employees) to incentivize management’s efforts to return the company’s financial performance to pre-pandemic levels and to encourage retention in a challenging labor market. These awards will vest at the end of a three-year performance period, extending from March 1, 2021 until March 1, 2024, to the extent that our common stock trades for a period of time above $100.98 and $109.05 per share, which represented (i) a 25% premium and a 35% premium, respectively, to our common stock closing price on the date of the award ($80.78), and (ii) a 10% premium and a 19% premium, respectively, to our then all-time high common stock closing price as of the date of the award ($91.49). There is no minimum payout level associated with these performance-based RSU awards (i.e., all of this compensation is “at risk”). As of December 31, 2022, no awards had been earned under this program. For additional information regarding these special one-time performance-based RSU grants, see Compensation Discussion and Analysis—2022 Compensation Decisions—One-Time 2021 Long-Term Stockholder Value Creation Program Awards.
     
Company Selected Measure Name Relative Total Stockholder Return      
Named Executive Officers, Footnote [Text Block]
(1)
Colin Reed was our PEO for each year presented. The individuals comprising the non-PEO NEOs for each year presented are listed below.
2020 – 2022
Mark Fioravanti
Jennifer Hutcheson
Patrick Chaffin
Scott Lynn
     
Peer Group Issuers, Footnote [Text Block]
(4)
The Peer Group Total Stockholder Return (TSR) set forth in this table utilizes the FTSE NAREIT Equity REITs Index, which we also utilize in the stock performance graph required by Item 201(e) of SEC Regulation S-K included in our 2022 annual report to stockholders. The comparison assumes $100 was invested for the period starting December 31, 2019 through the end of the listed year in the company and in the FTSE NAREIT Equity REITs Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
     
PEO Total Compensation Amount $ 7,761,196 $ 11,176,606 $ 4,443,270  
PEO Actually Paid Compensation Amount $ 6,710,784 15,683,430 1,624,068  
Adjustment To PEO Compensation, Footnote [Text Block]
(3)
Compensation Actually Paid (CAP) reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table (SCT).
Year
Summary
Compensation
Table (SCT)
Total for
PEO
($)
Exclusion of
Stock
Awards for
PEO
($)
Inclusion of
Equity
Values for
PEO
($)
Compensation
Actually Paid
(CAP) to
PEO
($)
2022
7,761,196
(3,301,354)
2,250,942
6,710,784
2021
11,176,606
(6,750,915)
11,257,739
15,683,430
2020
4,443,270
(3,312,847)
493,645
1,624,068
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables.
Year
Year-End
Fair Value
of Equity
Awards
Granted
During
Year That
Remained
Unvested
as of Last
Day of
Year for
PEO
($)
Change in
Fair Value
from Last
Day of
Prior Year
to Last
Day of
Year of
Unvested
Equity for
PEO
($)
Vesting-
Date Fair
Value of
Equity
Awards
Granted
During
Year that
Vested
During
Year for
PEO
($)
Change in
Fair Value
from Last
Day of
Prior Year
to Vesting
Date of
Unvested
Equity
Awards
that Vested
During
Year for
PEO
($)
Fair Value
at Last
Day of
Prior Year
of Equity
Awards
Forfeited
During
Year for
PEO
($)
Value of
Dividends
or Other
Earnings
Paid on
Equity
Awards
Not
Otherwise
Included
for PEO
($)
Total – Inclusion
of Equity Values
for PEO
($)
2022
3,662,826
(1,325,860)
(86,024)
2,250,942
2021
8,049,720
2,453,354
754,665
11,257,739
2020
2,419,550
(1,292,386)
(633,519)
493,645
     
Non-PEO NEO Average Total Compensation Amount $ 2,902,402 2,790,546 1,363,271  
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,733,528 3,712,300 782,922  
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]
(3)
Compensation Actually Paid (CAP) reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table (SCT).
Year
Average
Summary
Compensation
Table (SCT)
Total for
Non-PEO
NEOs
($)
Average
Exclusion of
Stock
Awards for
Non-PEO
NEOs
($)
Average
Inclusion
of Equity
Values for
Non-PEO
NEOs
($)
Compensation
Actually Paid
(CAP) to
Non-PEO
NEOs
($)
2022
2,902,402
(1,028,394)
859,520
2,733,528
2021
2,790,546
(1,349,224)
2,270,979
3,712,300
2020
1,363,271
(785,952)
205,602
782,922
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables.
Year
Average
Year-End
Fair Value
of Equity
Awards
Granted
During
Year That
Remained
Unvested
as of Last
Day of
Year for
Non-PEO
NEOs
($)
Change in
Fair Value
from Last
Day of
Prior Year
to Last
Day of
Year of
Unvested
Equity for
Non-PEO
NEOs
($)
Vesting-
Date Fair
Value of
Equity
Awards
Granted
During
Year that
Vested
During
Year for
Non-PEO
NEOs
($)
Change in
Fair Value
from Last
Day of
Prior Year
to Vesting
Date of
Unvested
Equity
Awards
that Vested
During
Year for
Non-PEO
NEOs
($)
Fair Value
at Last
Day of
Prior Year
of Equity
Awards
Forfeited
During
Year for
Non-PEO
NEOs
($)
Value of
Dividends
or Other
Earnings
Paid on
Equity
Awards
Not
Otherwise
Included
for Non-
PEO
NEOs
($)
Total – Inclusion
of Equity Values
for Non-PEO
NEOs
($)
2022
1,130,257
(250,132)
(20,605)
859,520
2021
1,607,947
533,960
129,072
2,270,979
2020
572,570
(242,110)
(124,858)
205,602
     
Compensation Actually Paid vs. Total Shareholder Return [Text Block]
Description of the Relationships Between Executive Compensation Actually Paid (CAP) and Metrics on the Pay Versus Performance Table
Description of Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid (CAP) and Company Total Shareholder Return (TSR)
The following chart sets forth the relationship between Compensation Actually Paid (CAP) to our PEO, the average of Compensation Actually Paid (CAP) to our other NEOs, and the company’s cumulative Total Stockholder Return (TSR) over the three most recently completed fiscal years.
graphic
     
Compensation Actually Paid vs. Net Income [Text Block]
Description of the Relationships Between Executive Compensation Actually Paid (CAP) and Metrics on the Pay Versus Performance Table
Description of Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid (CAP) and Net Income
The following chart sets forth the relationship between Compensation Actually Paid (CAP) to our PEO, the average of Compensation Actually Paid (CAP) to our other NEOs, and the company’s net income during the three most recently completed fiscal years.
graphic
     
Compensation Actually Paid vs. Company Selected Measure [Text Block]
Description of the Relationships Between Executive Compensation Actually Paid (CAP) and Metrics on the Pay Versus Performance Table
Description of Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid (CAP) and Relative Total Stockholder Return (TSR) (Outperformance of 2022 Compensation Peer Group)
The following chart sets forth the relationship between Compensation Actually Paid (CAP) to our PEO, the average of Compensation Actually Paid (CAP) to our other NEOs, and the company’s Relative Total Stockholder Return (TSR) (Outperformance of 2022 Compensation Peer Group) during the three most recently completed fiscal years.
graphic
     
Total Shareholder Return Vs Peer Group [Text Block]
Description of the Relationships Between Executive Compensation Actually Paid (CAP) and Metrics on the Pay Versus Performance Table
Description of Relationship Between Company Total Stockholder Return (TSR) and Peer Group Total Stockholder Return (TSR)
The following chart compares our cumulative Total Stockholder Return (TSR) over the three most recently completed fiscal years to that of the FTSE NAREIT Equity REITs Index over the same period.
graphic
     
Tabular List [Table Text Block]
Tabular List of Most Important Financial Performance Measures
The following table presents the financial performance measures that the company considers to have been the most important in linking Compensation Actually Paid (CAP) to our PEO and other non-PEO NEOs for 2022 to company performance. The measures in this table are not ranked.
Most Important Financial Performance Measures
Relative TSR (Outperformance of 2022 Compensation Peer Group)
Relative TSR (Outperformance of Identified Companies within the FTSE NAREIT Lodging Resorts Index)
Total Consolidated Revenue
AFFO Available to Common Stockholders and Unit Holders
Consolidated Adjusted EBITDAre Margin
     
Total Shareholder Return Amount $ 97.3 108.93 80.26  
Peer Group Total Shareholder Return Amount 99.67 131.78 92  
Net Income (Loss) $ 135,000,000 $ (195,000,000) $ (461,000,000)  
Company Selected Measure Amount 0.199 0.199 0.031  
PEO Name Colin Reed Colin Reed Colin Reed  
Term of performance period 3 years      
Number of peer groups used to calculate median TSR performance | Group 2      
TSR outperformance against applicable peer groups 36.00% 41.00% 30.00%  
Number of employees receiving one-time grant of special stock price-linked performance-based RSU award | Employee       52
Closing price of stock on date of award with 25% premium (in dollars per share) | $ / shares       $ 100.98
Closing price of stock on date of award with 35% premium (in dollars per share) | $ / shares       $ 109.05
Premium on closing price of stock on date of award, minimum       25.00%
Premium on closing price of stock on date of award, maximum       35.00%
Closing price of stock on date of award ( in dollars per share) | $ / shares       $ 80.78
Premium on all-time high closing price of stock on date of award, minimum       10.00%
Premium on all-time high closing price of stock on date of award, maximum       19.00%
All-time high closing price of stock on date of award (in dollars per share) | $ / shares       $ 91.49
Number of stock price-linked performance-based RSU awards earned (in shares) | shares 0      
Measure [Axis]: 1        
Pay vs Performance Disclosure [Table]        
Measure Name Relative TSR (Outperformance of 2022 Compensation Peer Group)      
Measure [Axis]: 2        
Pay vs Performance Disclosure [Table]        
Measure Name Relative TSR (Outperformance of Identified Companies within the FTSE NAREIT Lodging Resorts Index)      
Measure [Axis]: 3        
Pay vs Performance Disclosure [Table]        
Measure Name Total Consolidated Revenue      
Measure [Axis]: 4        
Pay vs Performance Disclosure [Table]        
Measure Name AFFO Available to Common Stockholders and Unit Holders      
Measure [Axis]: 5        
Pay vs Performance Disclosure [Table]        
Measure Name Consolidated Adjusted EBITDAre Margin      
PEO [Member] | Exclusion of Stock Awards [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount $ (3,301,354) $ (6,750,915) $ (3,312,847)  
PEO [Member] | Adjustment for Inclusion of Equity Values [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 2,250,942 11,257,739 493,645  
PEO [Member] | Year-End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 3,662,826 8,049,720 2,419,550  
PEO [Member] | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (1,325,860) 2,453,354 (1,292,386)  
PEO [Member] | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 0 0 0  
PEO [Member] | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (86,024) 754,665 (633,519)  
PEO [Member] | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 0 0 0  
PEO [Member] | Value of Dividends or Other Earnings Paid on Equity Awards not Otherwise Included [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 0 0 0  
Non-PEO NEO [Member] | Exclusion of Stock Awards [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (1,028,394) (1,349,224) (785,952)  
Non-PEO NEO [Member] | Adjustment for Inclusion of Equity Values [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 859,520 2,270,979 205,602  
Non-PEO NEO [Member] | Year-End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 1,130,257 1,607,947 572,570  
Non-PEO NEO [Member] | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (250,132) 533,960 (242,110)  
Non-PEO NEO [Member] | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 0 0 0  
Non-PEO NEO [Member] | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (20,605) 129,072 (124,858)  
Non-PEO NEO [Member] | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 0 0 0  
Non-PEO NEO [Member] | Value of Dividends or Other Earnings Paid on Equity Awards not Otherwise Included [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount $ 0 $ 0 $ 0