Ryman Hospitality Properties, Inc DEF 14A, filed Apr 4, 2023

Ryman Hospitality Properties, Inc. (RHP)

DEF 14A 2023-04-04

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Added on June 12, 2026

About this DEF 14A

Ryman Hospitality Properties, Inc filed this DEF 14A on April 4, 2023.

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	☐			Preliminary Proxy Statement
	☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	☒			Definitive Proxy Statement
	☐			Definitive Additional Materials
	☐			Soliciting Material under Section 240.14a-12

	☒			No fee required

	☐			Fee paid previously with preliminary materials

	☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

	•			To elect the ten (10) nominees identified in this proxy statement for a one-year term as directors;
	•			To approve, on an advisory basis, our executive compensation;
	•			To determine, on an advisory basis, the frequency of the advisory vote on our executive compensation;
	•			To ratify the appointment by the Audit Committee of Ernst & Young LLP as our independent registered public accounting firm for 2023; and
	•			To conduct any other business if properly raised.

	Proxy Summary			1
	Ryman Hospitality Properties, Inc. Annual Meeting of Stockholders			1
	Voting Matters			1
	Director Nominees			1
	Board of Directors Matrix			3
	Company Highlights			4
	Compensation Highlights			5
	Corporate Governance Highlights			8

	Proposals			13
	Proposal 1: Election of the Ten (10) Nominees for Director Identified in this Proxy Statement			13
	Proposal 2: Advisory Vote on Executive Compensation			19
	Proposal 3: Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation			20
	Proposal 4: Ratification of Independent Registered Public Accounting Firm for 2023			21

				Sincerely,

				Colin V. Reed
				Executive Chairman of the Board of Directors

	Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders To Be Held on May 11, 2023. This proxy statement and our 2022 annual report to stockholders are available on the internet at:
	http://ir.rymanhp.com/proxy
	On this site, you will be able to access this proxy statement, our 2022 annual report to stockholders and our annual report on Form 10-K for the fiscal year ended December 31, 2022, and all amendments or supplements (if any).

	Company Information			22
	Corporate Governance			22
	Committees of the Board			24
	Majority Voting Standard for Director Elections			27
	Director Refreshment			27
	Director Emeritus Program			27
	Director Commitments			28
	CEO Pay Ratio			28
	Compensation Clawback			30
	Board’s Role in Risk Oversight			30
	Information Security			31
	Environmental, Social and Governance			31
	Restrictions on Hedging and Pledging of Company Stock			33
	Proxy Solicitation			33
	Shareholder Outreach			33
	Communications with the Board of Directors			34

	Stock Ownership			35
	Beneficial Stock Ownership of Directors, Director Nominees, Executive Officers and Large Stockholders Table			35

	Compensation Discussion and Analysis			37
	Executive Summary			37
	Our Compensation Program			42
	2022 Compensation Decisions			43
	Other Compensation Information			52
	2023 CEO Transition			54
	2023 NEO Compensation			55

	2022 Grants of Plan-Based Awards			60
	2022 Grants of Plan-Based Awards Table			60

	Outstanding Equity Awards at 2022 Fiscal Year End			61
	Outstanding Equity Awards at 2022 Fiscal Year End Table			61

	2022 Option Exercises and Stock Vested			63
	2022 Option Exercises and Stock Vested Table			63

	2022 Pay Versus Performance			64
	2022 Pay Versus Performance Table			64

	Other Compensation Information			71
	Pension Benefits			71
	Nonqualified Deferred Compensation			71
	2022 Nonqualified Deferred Compensation Table			72

	Time and Date:			10:00 a.m., mountain time, May 11, 2023
	Place:			Gaylord Rockies Resort & Convention Center 6700 N. Gaylord Rockies Boulevard Aurora, Colorado 80019
	Record Date:			March 24, 2023
	Number of Common Shares Eligible to Vote at the Meeting (and Record Holders) as of the Record Date:			55,254,089 (754 holders of record)
	Company Principal Executive Offices:			One Gaylord Drive, Nashville, Tennessee 37214
	Date of First Mailing of Proxy Statement and Accompanying Materials to Stockholders:			April 4, 2023

	Potential Payments on Termination or Change of Control			73
	Employment and Severance Agreements			73
	Description of Potential Payments on Termination or Change of Control			73
	Summary of Potential Payments on Termination or Change of Control			77

	Director Compensation			79
	Cash Compensation			79
	Equity-Based Compensation			79
	Director Stock Ownership Guidelines			79
	2022 Non-Employee Director Compensation Table			80

	Equity Compensation Plan Information			81
	December 31, 2022 Equity Compensation Plan Information Table			81

	Our Independent Registered Public Accounting Firm			82
	Appointment of Ernst & Young LLP			82
	Fee Information			82

	Submitting Stockholder Proposals and Nominations for 2024 Annual Meeting			86
	Stockholder Proposals			86
	Nominations of Board Candidates			86

	Matter	Board Recommendation	Page Reference
Proposal 1:	Election of the Ten (10) Nominees for Director Identified in this Proxy Statement	FOR each director nominee	13
Proposal 2:	Advisory Vote on Executive Compensation	FOR	19
Proposal 3:	Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation	FOR approval of a frequency of every one year for future advisory votes on executive compensation	20
Proposal 4:	Ratification of Independent Registered Public Accounting Firm for 2023	FOR	21

Compensation Element	Key Characteristics	2022 Compensation Decisions	Percentage of 2022 Target Total Compensation⁽⁴⁾
Base Salary	• Fixed compensation. • Payable in cash. • Reviewed annually and adjusted when appropriate.	Mr. Reed, who served as our CEO in 2022, did not receive an increase in base salary from 2021. Mr. Fioravanti, who served as our President in 2022, and who assumed increased responsibilities in March 2022, received a 21.4% increase in base salary from 2021. Ms. Hutcheson, who began serving as our EVP & CFO in March 2022, received a 28.5% increase in base salary from 2021. Mr. Chaffin, who served as our EVP & COO-Hotels in 2022, and who assumed increased responsibilities in March 2022, received a 12.4% increase in base salary from 2021. Mr. Lynn, who served as our EVP & GC in 2022, received a 3.0% increase in base salary from 2021.	• 18.7% of our CEO’s target total compensation. • 29.0% of our other NEOs’ target total compensation (on average).
Short-Term Cash Incentive Compensation	• Variable compensation. • Payable in cash based on performance against annually established performance objectives.	Annual short-term cash incentives were paid to each NEO at 138.7% of the target payout level due to our financial performance and the achievement of designated strategic objectives. Each NEO also received a discretionary cash incentive compensation award in recognition of their individual contributions in 2022, as described below.	• 27.0% of our CEO’s target total compensation. • 31.8% of our other NEOs’ target total compensation (on average).
Long-Term Equity Incentive Compensation	• Variable compensation. • Performance-based RSUs, linked to TSR performance, vesting over a three-year performance period. • Time-based RSUs vesting ratably over four years.	Annual long-term equity incentive compensation for 2022 was approximately 50% in the form of TSR-linked performance-based RSUs and 50% in the form of time-based RSUs (excluding Mr. Fioravanti’s one-time promotional grant of 12,500 time-based RSUs in October 2022).	• 54.0% of our CEO’s target total compensation. • 37.6% of our other NEOs’ target total compensation (on average, excluding Mr. Fioravanti’s one-time promotional grant).
Executive-Level Perquisites	• Fixed compensation. • Participation in broad-based plans at same cost as other employees • Certain executive-level perquisites not paid generally. to our other employees.	Our NEOs received only modest executive-level perquisites in 2022.	• 0.3% of our CEO’s target total compensation. • 1.6% of our other NEOs’ target total compensation (on average).

	What We Do
	✔			We Pay for Performance—We tie pay to performance in a manner that we believe advances our stockholders’ interests by paying a significant portion of our NEOs’ total compensation opportunities in the form of variable compensation. In 2022, 54.2% of our CEO’s total target compensation and 50.7% of our other NEOs’ target total compensation (on average) was performance-based.
	✔			Our Annual Performance-Based RSU Awards are Tied to TSR—The annual long-term performance-based awards to our NEOs are in the form of RSUs which vest based on our achievement of TSR compared to the TSR of a designated peer group of other comparable companies, and there is no minimum payout level associated with these awards (i.e., all of these awards are “at risk”). We believe these awards incentivize our NEOs and align the interests of our NEOs with our stockholders.
	✔			We Hold an Annual Say on Pay Vote—Consistent with the views of our stockholders, initially expressed in 2011 and reaffirmed in 2017, we continue to conduct an annual “say-on-pay” advisory vote to solicit our stockholders’ views on our compensation programs.
	✔			We Solicit Independent Compensation Advice—Our Human Resources Committee retains Aon, a leading independent compensation consultant.
	✔			We Require Meaningful Levels of Stock Ownership by Our Executives and Directors—Our stock ownership guidelines require meaningful levels of stock ownership by our executives (including 5x base salary for our CEO) and directors. All NEOs and non-employee directors are currently in compliance with the guideline applicable to them, after taking into account the applicable grace period for our recently appointed directors.
	✔			We Have Implemented Meaningful Stock Retention Guidelines—Any officer or director who does not meet the applicable stock ownership guideline (regardless of any compliance grace period) must hold at least 50% of the net shares received in any stock option exercise or RSU vesting.
	✔			Relevant Peer Groups—We use representative and relevant peer groups when determining compensation.

	What We Don’t Do
	✘			We Don’t Provide Excessive Levels of Guaranteed Compensation—Our short-term cash incentive compensation plan and the terms of the performance-based RSUs issued to our NEOs (which are tied to TSR or company stock price) do not have minimum payout levels. All of this compensation is performance-based and “at risk”.
	✘			We Don’t Make “Mid-Stream” Changes to Previously Granted Performance-Based RSU Awards—We believe as a general matter that once issued, changes should not be made to the design of long-term performance-based RSU awards. Accordingly, no changes have been made to any previously-granted performance-based RSU awards.
	✘			We Don’t Make “Single Trigger” Cash Payments Upon a Change of Control—The employment and severance arrangements with our NEOs require a “double trigger” (requiring both a change of control and termination of employment) for cash severance payments following a change of control.
	✘			We Don’t Pay “Gross Ups” For Severance Payments—We do not provide excise or other tax “gross up” payments in connection with any severance payment made to an NEO.
	✘			We Don’t Allow Hedging or Significant Pledging of Company Securities by Officers and Directors—Directors and executive officers are prohibited from engaging in hedging transactions designed to offset decreases in the market value of our securities, and directors and executive officers may not pledge a significant amount of company securities without prior approval.

•	Annual election of all directors.
•	Board refreshment and reduction in average board tenure.
	•	On at least an annual basis, the Nominating and Corporate Governance Committee of our Board of Directors evaluates the Board’s composition to ensure that the Board maintains complementary and diverse skill sets, perspectives, backgrounds and experiences for its continued effectiveness, with the goal of having a mix of years of tenure of Board members between those who have served longer term, medium term, or shorter term.
	•	All of our independent director nominees other than Mr. Prather and Mr. Roth (who previously served as a director from 2004 to 2021 and who re-joined our Board in February 2022) have joined our Board since 2015. Immediately following the Annual Meeting (assuming all director nominees are elected), the average tenure of our independent directors will be 8 years (including Mr. Roth’s years of prior service), as compared to 15 years in 2015, and the average age of our independent directors will be 60 years, as compared to 67 years in 2015.
•	Majority vote standard in uncontested elections.
•	Independent, involved and informed Board of Directors.
	•	All director nominees, other than Mr. Reed and Mr. Fioravanti, are independent.
	•	Each of our directors, including each of our independent directors, had 100% attendance at all Board and committee meetings in 2022.
	•	Board orientation for new members and ongoing director education.
•	A diverse Board, with 44% of our current Board members being diverse, 33% of our current Board members being racially/ethnically diverse, and 22% of our current Board members being female.
•	Independent Lead Director, as well as separate Executive Chairman and Chief Executive Officer positions.
•	Independent Board committees.
	•	Our three active standing Board committees are comprised solely of independent directors.
•	Executive sessions of independent directors are held at each regularly scheduled Board meeting.
•	Annual Board and committee self-evaluations.
•	Board oversight of risk management.
•	No stockholder rights plan.
•	Common stock is the only class of voting securities outstanding.
•	Ongoing engagement with stockholders.
•	Commitment to Environmental, Social and Governance (“ESG”) considerations.

	Proposal			Matter
	1			Election of the ten (10) nominees for director identified in this proxy statement
	2			Avisory vote on executive compensation
	3			Advisory vote on the frequency of an advisory vote on executive compensation
	4			Ratification of independent registered public accounting firm for 2023

	Proposal			Matter
	1			FOR election of the ten (10) nominees for director identified in this proxy statement
	2			FOR approval of the advisory vote on executive compensation
	3			FOR approval of a frequency of every one year for future advisory votes regarding executive compensation
	4			FOR ratification of independent registered public accounting firm for 2023

	Incumbent Directors Standing for Re-Election
	Rachna Bhasin
	Founder/Chief Executive Officer, EQ Partners, a private consulting firm, since January 2019. Ms. Bhasin has served as an independent director of media company Shutterstock, Inc. since August 2019 and as an independent director of PropertyGuru Group Limited, a Singapore-based property technology company, since August 2021. From October 2015 to January 2019, Ms. Bhasin served as Chief Business Officer of Magic Leap, Inc., a digital technology company. Prior to such time, Ms. Bhasin was Senior Vice-President of Corporate Strategy and Business Development at media company SiriusXM Radio, a position she had held since 2010. From 2007 until 2010 Ms. Bhasin was General Manager, Strategic Partnerships and Personalization at technology company Dell, Inc., and from 2004 to 2007 she served as Vice President of Business Development at the media company EMI Music, North America.			Qualifications: Ms. Bhasin’s experience in the technology and media industries provide her with a unique perspective on our challenges and opportunities. Current Directorships: Shutterstock, Inc.; PropertyGuru Group Limited Former Directorships: None Age: 50 Director since: 2016

	Alvin Bowles Jr.
	Global Vice-President, Partnerships & Business Engineering, Meta Platforms, Inc. (formerly known as Facebook, Inc.), a technology company, since January 2022; Vice-President, Global Marketing Solutions, Meta, January 2020 to January 2022; Head of Global Publisher Sales and Operations, Facebook, October 2015 to January 2020; CEO of media company GrabMedia, March 2011 to September 2015; SVP, Integrated Marketing & Brand Solutions, of media company BET, April 2007 to December 2010; Vice President Sales, Publisher, AOL Black Voices, of media and technology company AOL, April 2005 to April 2007; Vice President, Global Media Group, of entertainment company Time Warner Inc., January 2004 to April 2005.			Qualifications: Mr. Bowles brings operating experience in large, complex organizations as a result of his service as a senior executive of public and private companies, including those with a focus on digital media and technology. Current Directorships: None Former Directorships: None Age: 49 Director since: 2017

	Mark Fioravanti
	Our President & Chief Executive Officer since January 2023; our President from March 2022 through December 2022; our President and Chief Financial Officer from March 2015 to March 2022; our Executive Vice President and Chief Financial Officer, June 2009 to March 2015; our Senior Vice President of Finance and Treasurer, June 2007 to March 2015; our Executive Vice President and President of our ResortQuest International subsidiary from March 2004 to June 2007; our Senior Vice President of Marketing, August 2002 to March 2004. Prior to joining us, Mr. Fioravanti served in a variety of roles with gaming company Harrah’s Entertainment, Inc.			Qualifications: Mr. Fioravanti’s day-to-day leadership as our CEO, and his many years of experience in the hospitality industry, provides him with a deep knowledge of our operations and a unique insight into our challenges and opportunities. Current Directorships: None Former Directorships: None Age: 61 Director since: 2022

	Fazal Merchant
	Private Consultant, since September 2020; Director of asset management firm Ariel Investments, LLC, since March 2021. Previously, Mr. Merchant served as Co-Chief Executive Officer of Tanium, a privately-held endpoint security and systems management company, from June 2019 to September 2020; Chief Operating Officer and Chief Financial Officer of Tanium, May 2017 to June 2019; Consultant to WndrCo, a new media and technology company, December 2016 to May 2017; Chief Financial Officer, media company DreamWorks Animation SKG, September 2014 to September 2016; Chief Financial Officer, media company DirecTV Latin America, December 2013 to September 2014; SVP, Treasurer & Corporate Development, media and technology company DirecTV, July 2012 to April 2014; Managing Director, Head of Global Industrials Group, Americas, financial services company Royal Bank of Scotland, January 2011 to July 2012.			Qualifications: Mr. Merchant brings financial and accounting experience in large, complex organizations as a result of his service as a senior executive and director of public and private companies. Current Directorships: Warner Bros. Discovery, Inc. Former Directorships: Meritor, Inc. Age: 49 Director since: 2017

	Patrick Moore
	EVP, North American Retail, Carter’s Inc., a branded marketer of apparel and related products, December 2019 to March 2023; EVP, Strategy & Global Business Development at Carter’s, February 2019 to December 2019; EVP, Strategy & Business Development at Carter’s, August 2017 to February 2019; Executive Vice President, Chief Strategy and Corporate Development Officer, YP Holdings, a privately-held media and advertising company, June 2013 until July 2017; Principal, McKinsey & Company, a management consulting firm, September 2001 to May 2013.			Qualifications: Mr. Moore’s work experiences provide him with a unique perspective on the challenges and opportunities faced by our Entertainment business segment. Mr. Moore also has expertise in the hospitality segment as a result of his service as a management consultant. Current Directorships: The Interpublic Group of Companies Former Directorships: None Age: 53 Director since: 2015

	Christine Pantoya
	Chief Commercial Officer and Head of Strategy, FANchise, an integrative fan-controlled sports league, since July 2020. Ms. Pantoya has also served as Non-Executive Partner, Delta Partners Group, an investment and advisory firm, since June 2019. Ms. Pantoya has also served as a senior advisor to multiple early-stage companies since January 2019. From November 2020 until June 2022 Ms. Pantoya served as Chief Financial Officer of Omnichannel Acquisition Corp., a consumer-technology focused SPAC. From January 2015 to October 2018, Ms. Pantoya served as SVP & Head of Mobile & Direct-to-Consumer for the National Basketball Association, a professional sports league. From April 2012 to January 2015, Ms. Pantoya served as VP of Corporate Development and Strategy for telecommunications company Verizon Communications. Prior to such time, Ms. Pantoya served in a variety of roles for telecommunications companies Cox Communications, Enhanced Wireless, Clearwire, and Sprint Nextel.			Qualifications: Ms. Pantoya’s current and past roles with media and entertainment companies provide her with insights on the challenges and opportunities faced by our Entertainment business segment. Current Directorships: None Former Directorships: None Age: 53 Director since: 2019

	Robert Prather, Jr.
	President and Chief Executive Officer, Heartland Media, LLC, a television broadcasting company, since June 2013; Chief Executive Officer, Heartland Media Acquisition Corp., a media focused SPAC, since March 2021; President and Chief Executive Officer, Allen Media Broadcasting, a television broadcasting company, since February 2020; President and Chief Operating Officer, Gray Television, Inc., a television broadcasting company, September 2002 to June 2013; Executive Vice President, Gray Television, Inc., 1996 to September 2002; Chief Executive Officer, Bull Run Corporation (now Southern Community Newspapers, Inc.), a media and publishing company, 1992 to December 2005. As further described under Company Information—Director Commitments on page 28 below, the Board believes that Mr. Prather’s service with other publicly traded companies does not negatively impact his service on our Board.			Qualifications: Mr. Prather’s history as a chief executive officer of media companies provides financial expertise, as well as operating experience in the media and entertainment industries. Mr. Prather also has considerable corporate governance experience through his service on the boards of other public companies. Current Directorships: GAMCO Investors, Inc.; Heartland Media Acquisition Corp. Former Directorships: Diebold Nixdorf, Inc. Age: 78 Director since: 2009

	Colin Reed
	Executive Chairman of our Board since January 2023; our Chief Executive Officer from April 2001 through December 2022; Chairman of our Board from May 2005 through December 2022; our President from November 2012 to March 2015 and from April 2001 to November 2008; Member, three-executive Office of the President, gaming company Harrah’s Entertainment, Inc., May 1999 to April 2001; Chief Financial Officer, Harrah’s Entertainment, Inc., April 1997 to April 2001. Mr. Reed previously served in a variety of other management positions with Harrah’s Entertainment, Inc. and its predecessor, hotel operator Holiday Corp., from 1977 to April 1997.			Qualifications: Mr. Reed’s day-to-day leadership as Executive Chairman of our Board, as well as his many years of experience as our CEO and in the hospitality industry, provides him with deep knowledge of our operations and gives him unique insights into our challenges and opportunities. Current Directorships: First Horizon National Corporation Former Directorships: None Age: 75 Director since: 2001