Travel & Leisure Co DEF 14A, filed Apr 10, 2026

Travel & Leisure Co. (TNL)

DEF 14A 2026-04-10 For: 2025-12-31

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Added on June 12, 2026

About this DEF 14A

Travel & Leisure Co filed this DEF 14A on April 10, 2026.

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Filed by a Party other than the Registrant o

o						Preliminary Proxy Statement
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ý						Definitive Proxy Statement
o						Definitive Additional Materials
o						Soliciting Material under §240.14a-12


Voting Matter		Board Vote Recommendation	Page

1	To elect nine Directors for a term expiring at the 2027 annual meeting of shareholders	FOR ALL of the director nominees	12


2	To vote on a non-binding, advisory basis to approve our executive compensation program	FOR	42


3	To vote on a proposal to ratify the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for 2026	FOR	81


2026 Letter to Shareholders			1

Notice of 2026 Annual Meeting of Shareholders			2

Company Overview			5

Proxy Statement Summary			7


PROPOSAL 1: Election of Directors			12


Overview			12
Our Board Nominees			13
Voting Standard and Majority Vote Policy			23
Director Nomination Process			24

Corporate Governance			26

Board of Directors			26
Board Leadership Structure and Composition			27
The Board’s Oversight of Risk Management			31
Director Engagement			32
Beyond the Boardroom			33
Shareholder Engagement and Director Communications			34
Other Governance Policies and Practices			35

Director Compensation			36

Overview			36
2025 Director Compensation Table			39

Information About Our Executive Officers			40


Executive Compensation			42


PROPOSAL 2: Advisory Vote on Executive Compensation			42


Compensation Discussion and Analysis			43
Compensation Committee Report			63
Executive Compensation Tables			64
2025 Pay Versus Performance Disclosure			75
2025 Pay Ratio Disclosure			80

Audit Matters			81


PROPOSAL 3: Ratification of the Appointment of the Independent Registered Public Accounting Firm			81


Disclosure about Fees			82
Pre-Approval of Audit and Non-Audit Services			82
Audit Committee Report			83

Ownership of Company Stock			84

Delinquent Section 16(a) Reporting			85

FAQs About the Annual Meeting			86

Appendix A: Forward-Looking Statements			A-1

Appendix B: Non-GAAP Financial Measures			B-1

Appendix C: Non-GAAP Financial Measures: Definitions			C-1


Proposals	Voting Matter	Board Vote Recommendation	Page Reference

1	To elect nine Directors for a term expiring at the 2027 annual meeting of shareholders	FOR ALL of the director nominees	12


2	To vote on a non-binding, advisory basis to approve our executive compensation program (“say-on-pay vote”)	FOR	42


3	To vote on a proposal to ratify the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for 2026	FOR	81



			We are pleased to present the Travel + Leisure Co. Proxy Statement and cordially invite you to our virtual 2026 Annual Meeting of Shareholders on May 20, 2026, at 12:30 P.M. Eastern Time.



			We are, on behalf of our Board, soliciting your proxy to vote your shares at our 2026 annual meeting. We solicit proxies to give all shareholders of record an opportunity to vote on matters that will be presented at the annual meeting. Your vote is important. Please vote your proxy promptly so your shares are represented, even if you plan to attend the annual meeting. You may vote by Internet, by telephone, by requesting a printed copy of the proxy materials and using the enclosed proxy card or at the annual meeting. Our proxy tabulator, Broadridge Financial Solutions, must receive your proxy by 11:59 p.m. Eastern Time on Tuesday, May 19, 2026. If you have shares of common stock credited to your account under the Company's Employee Savings Plan, the trustees must receive your voting instructions by 11:59 p.m. Eastern Time on Friday, May 15, 2026.


Nominee Name & Biography Snapshot		Age	Director Since	Independent	Committee Member
					A	C	E	G

	Stephen P. Holmes Non-Executive Chairman and former Chairman & CEO, Travel + Leisure Co. (f/k/a Wyndham Worldwide Corp.)	69	2006


	Louise F. Brady Co-founder and Managing Partner, Piedmont Capital Partners, LLC, Piedmont Capital Partners II, LLC, and Piedmont Capital Investments, LLC	61	2016		f


	Michael D. Brown President and Chief Executive Officer, Travel + Leisure Co.	55	2018


	James E. Buckman* Former Vice Chairman York Capital Management	81	2006


	George Herrera President and Chief Executive Officer, Herrera-Cristina Group, Ltd.	69	2006


	Lucinda C. Martinez Chief Marketing Officer, HarbourView Equity Partners Founder, THE CULTURESHAKER by LuMark, LLC	55	2021


	Denny Marie Post Former Co-President, Nextbite	69	2018


	Ronald L. Rickles Former Senior Partner, Deloitte & Touche LLP	74	2018		f


	Michael H. Wargotz Former Chairman, Axcess Ventures	67	2006		f


			Attract, retain and motivate high-performing senior management talent.						Support a high-performance environment by linking compensation with performance.
			Provide our executives with compensation that is consistent and competitive with compensation provided by comparable hospitality, service and leisure companies.						Support a long-term focus for our executives that aligns with shareholder interests.





WHAT WE DO			WHAT WE DON’T DO

•Require achievement of rigorous financial performance metrics designed to incentivize high-performance and achievement of short-term financial goals in our annual incentive compensation program and thus create value for our shareholders. •Design equity awards granted to our NEOs under our long-term incentive plan to align their interests with our shareholders' interests. Regular annual equity awards constitute, on average, approximately 73% of the annual target total direct compensation of our NEOs and vest over multi-year periods. •Include a performance-based equity incentive award in our incentive compensation program, the vesting of which is contingent upon achievement of performance goals over a three-year period, incentivizing medium-term high performance and value growth for our shareholders. •Continue our shareholder outreach program to seek feedback on our governance and executive compensation practices.			•No tax gross-ups on perquisites for our CEO. •No hedging transactions in our equity securities, nor pledging or using our securities as collateral to secure personal loans or other obligations, including holding shares in a margin account, are permitted for our Directors and senior executives. •No right given to our NEOs to receive cash severance based solely upon change-in-control. Severance agreements with respect to cash severance payments are double trigger following the occurrence of a change-in-control. •No tax gross-up in connection with severance payments upon termination of employment for our executive officers.



Stephen P. Holmes


	Non-Executive Chairman

	Age: 69 Director Since: 2006 Committees: Executive (Chair)	Other Current Public Company Directorships: Wyndham Hotels Former Public Company Directorships: Cendant Corporation (Cendant) and HFS Incorporated (HFS)


Career Highlights:

•Chairman and Chief Executive Officer, Travel + Leisure Co. (f/k/a Wyndham Worldwide Corp), July 2006 – May 2018 •Vice Chairman and Director, Cendant, December 1997 – July 2006 •Chairman and Chief Executive Officer, Cendant’s Travel Content Division, December 1997 – July 2006		•Vice Chairman, HFS, September 1996 - December 1997 •Executive Vice President, Treasurer and Chief Financial Officer, HFS, July 1990 - September 1996 •Non-Executive Chairman, Wyndham Hotels, May 2018 - Present

Skills and Qualifications: Mr. Holmes’ exceptional leadership as our former CEO provides him with detailed strategic perspective and knowledge of our operations and industry that are critical to the Board’s effectiveness. He possesses extensive public company management experience and is widely recognized as a visionary leader in the global hospitality industry. Under Mr. Holmes’ leadership, we completed the spin-off of Wyndham Hotels and continue to focus our business on, among other things, generating significant earnings and cash flow and building world-renowned hospitality brands, all of which continue to increase shareholder value. Mr. Holmes’ specific experience, qualifications, attributes and skills described above led the Board to conclude that Mr. Holmes should serve as our Director.



Louise F. Brady		Independent


	Co-founder and Managing Partner of Piedmont Capital Partners, LLC, Piedmont Capital Partners II, LLC, and Piedmont Capital Investments, LLC

	Age: 61 Director Since: 2016 Committees: Audit, Compensation (Chair)	Other Current Public Company Directorships: Comcast Corporation Former Public Company Directorships: None


Career Highlights:

•Co-founder and Managing Partner, Piedmont Capital Partners, LLC, a privately held venture capital fund focusing on developing innovative technologies, March 2013 – Present •Co-founder and Managing Partner, Piedmont Capital Partners II, LLC (PCP II), March 2019 – Present •Co-founder and Managing Partner, Piedmont Capital Investments, LLC (PCI), February 2020 – Present •President, Blue Current, Inc., a manufacturer of sustainable solid state batteries using innovative battery technology, May 2014 – April 2022		•Vice President of Investments, Wells Fargo Financial Advisors Financial Services, September 1996 - October 2013 •Board Member, Blue Current, Inc. •Board Member, Piedmont Triad Partnership •Board Member, The Bryan Foundation •Co-Chair, Advisory Board, The Shuford Program in Entrepreneurship at University of North Carolina-Chapel Hill

Skills and Qualifications: Ms. Brady has spent her career focused on leading investment strategies and unlocking growth and value through developing innovative technologies in start-up companies, commercial banking and venture capital portfolio management. Ms. Brady’s exceptional background and skills contribute financial expertise and perspective on innovation to our Board in areas that are important to our business. Ms. Brady’s specific experience, qualifications and skills described above led the Board to conclude that Ms. Brady should serve as our Director.



Michael D. Brown


	President and Chief Executive Officer, Travel + Leisure Co.

	Age: 55 Director Since: 2018 Committees: Executive	Other Current Public Company Directorships: None Former Public Company Directorships: None


Career Highlights:

•President and Chief Executive Officer, Travel + Leisure Co., May 2018 – Present •President and Chief Executive Officer, Wyndham Vacation Ownership, Travel + Leisure Co., 2017 - May 2018		•Chief Operating Officer, Hilton Grand Vacations (HGV), 2014 – 2017 •Executive Vice President, Sales and Marketing-Mainland U.S. and Europe, HGV, 2008 – 2014

Skills and Qualifications: A leisure travel industry veteran of more than 30 years, Mr. Brown’s leadership is infused with a combination of strategic vision, operational expertise, authentic engagement, and industry knowledge. In addition, Mr. Brown drives the Company's commitment to be responsive and engaged, and fosters its global spirit of hospitality and responsible tourism. Mr. Brown’s specific experience, qualifications and skills described above led the Board to conclude that Mr. Brown should serve as our Director.



James E. Buckman		Independent


	Lead Director; Former Vice Chairman, York Capital Management

	Age: 81 Director Since: 2006 Committees: Compensation, Executive	Other Current Public Company Directorships: Wyndham Hotels Former Public Company Directorships: Cendant and HFS


Career Highlights:

•Vice Chairman, York Capital Management, May 2007 – January 2012 •General Counsel, York Capital Management, May 2010 – January 2012 •Senior Consultant, York Capital Management, January 2007 – May 2007 •Vice Chairman, Cendant, November 1998 – August 2006		•General Counsel, Cendant, December 1997 – August 2006 •Senior Executive Vice President, Cendant, December 1997 – November 1998 •Senior Executive Vice President, General Counsel and Assistant Secretary, HFS, May 1997 – December 1997 •Executive Vice President, General Counsel and Assistant Secretary, HFS, February 1992 – May 1997

Skills and Qualifications: Mr. Buckman brings to the Board exceptional leadership, experience and perspective necessary to be our Lead Director. His service as a director, Vice Chairman and General Counsel of Cendant and a Director of Wyndham Hotels affords Mr. Buckman strong experience with Travel + Leisure Co.’s business and operations. Mr. Buckman’s experience with leading hedge fund manager York Capital Management contributes valuable cross-industry experience and depth of knowledge. Mr. Buckman’s specific experience, qualifications, attributes and skills described above led the Board to conclude that Mr. Buckman should serve as our Director.



George Herrera		Independent


	President and Chief Executive Officer, Herrera-Cristina Group, Ltd.

	Age: 69 Director Since: 2006 Committees: Audit, Corporate Governance (Chair)	Other Current Public Company Directorships: None Former Public Company Directorships: Cendant


Career Highlights:

•President and Chief Executive Officer, Herrera-Cristina Group, Ltd., a Hispanic-owned, multidisciplinary management firm, December 2003 – Present •President and Chief Executive Officer, U.S. Hispanic Chamber of Commerce, August 1998 – January 2004		•President, David J. Burgos & Associates, Inc., December 1979 – July 1998 •Chair, Board of Directors, Hispanic C-Suite Corporate Council (HC3)

Skills and Qualifications: Mr. Herrera provides the Board with exceptional leadership and management knowledge. As a Cendant director and a Director and Chair of the Corporate Governance Committee of Travel + Leisure Co., Mr. Herrera has gained a broad understanding of the role of the Board in our operations. Mr. Herrera’s service as chief executive officer of multidisciplinary management firm Herrera-Cristina Group, Ltd. contributes extensive and varied management, finance and corporate governance experience. His prior service as President and CEO of the U.S. Hispanic Chamber of Commerce brings valuable government relations expertise to the Board. Mr. Herrera’s specific experience, qualifications, attributes and skills described above led the Board to conclude that Mr. Herrera should serve as our Director.



Independence			Diversity (Gender & Race)


Tenure			Age



Lucinda C. Martinez		Independent


	Chief Marketing Officer, HarbourView Equity Partners Founder, THE CULTURESHAKER by LuMark, LLC

	Age: 55 Director Since: 2021 Committees: Corporate Governance	Other Current Public Company Directorships: None Former Public Company Directorships: None


Career Highlights:

•Chief Marketing Officer, HarbourView Equity Partners, a global multi-strategy investment firm focused on opportunities in the entertainment, sports, and media space, December 2024 – Present •Founder, THE CULTURESHAKER by LuMark, LLC, a marketing consulting firm providing media clients with a culture-first strategic approach to driving awareness and engagement across targeted audiences through culturally aligned advertising and promotional tactics, May 2022 – Present •Vice President, Global Brand & Multicultural Marketing, Netflix, Inc., September 2021 – June 2022		•Nearly 20 years with Warner Media, a media company with a portfolio of iconic entertainment, news, and sports brands, in roles of increasing responsibility, including: +Executive Vice President, Brand Marketing HBO and HBO Max, August 2020 to March 2021 +Executive Vice President, Multicultural Marketing, Brand & Inclusion Strategy, Warner Media, September 2019 to August 2020 •Member of the Board of Trustees of The Alvin Ailey American Dance Theater •Member of the Advisory Board of The Hispanic Scholarship Fund

Skills and Qualifications: Ms. Martinez is an accomplished media and entertainment industry executive with expertise in the global marketing of subscription businesses for two of the world’s most successful digital media companies, HBO and Netflix. She brings world-class experience in subscriber business development, digital and diverse marketing strategies, and brand management to the Board. Ms. Martinez's specific experience, qualifications, attributes and skills described above led the Board to conclude that Ms. Martinez should serve as our Director.



Denny Marie Post		Independent


	Former Co-President, Nextbite

	Age: 69 Director Since: 2018 Committees: Compensation, Corporate Governance	Other Current Public Company Directorships: Vital Farms, Inc. Former Public Company Directorships: Red Robin Gourmet Burgers Inc.


Career Highlights:

•Co-President, Nextbite, a virtual restaurant and a pioneer in online order management, June 2022 – May 2023 •President and Chief Executive Officer, Red Robin Gourmet Burgers Inc., August 2016 – April 2019 •President, Red Robin Gourmet Burgers Inc., February 2016 – August 2016 •Executive Vice President and Chief Concept Officer, Red Robin Gourmet Burgers Inc., March 2015 – February 2016 •Senior Vice President and Chief Marketing Officer, Red Robin Gourmet Burgers Inc., August 2011 – March 2015		•Prior to her role at Red Robin, Ms. Post served as: +Senior Vice President and Chief Marketing Officer, T-Mobile USA +Senior Vice President of Global Beverage, Food and Quality, Starbucks Corporation +Senior Vice President and Chief Concept Officer, Burger King +Several management positions for KFC USA, KFC, Pizza Hut and Taco Bell Canada while employed with YUM! Brands, Inc. •Board member of Libbey Glass

Skills and Qualifications: Ms. Post’s more than 30 years of senior management experience in the consumer driven industry brings extensive sales, marketing, product innovation and management and strategic team building expertise to Travel + Leisure Co. and this is of significant value to the Board. As a member of the Compensation and Governance Committees of Travel + Leisure Co., Ms. Post has gained a broad understanding of the role of the Board in our operations. Ms. Post’s prior service as chief executive officer of a publicly traded company contributes extensive leadership, marketing and brand management experience and provides the Board with expertise that is critical to our business. Ms. Post’s specific experience, qualifications, attributes and skills described above led the Board to conclude that Ms. Post should serve as our Director.



Ronald L. Rickles		Independent


	Former Senior Partner, Deloitte & Touche LLP

	Age: 74 Director Since: 2018 Committees: Audit (Chair), Corporate Governance	Other Current Public Company Directorships: None Former Public Company Directorships: None


Career Highlights:

•Senior Partner with Deloitte & Touche LLP, until his retirement in 2014, serving in a variety of leadership roles, including managing partner for the New Jersey offices and Northeast regional leader of the firm’s professional services practice for mid-market and privately held companies.		•Served as an audit partner with Deloitte & Touche LLP for 30 years, with deep experience serving the hospitality industry (including timeshare), REITs, retailers, financial services companies and franchisors, including the legacy businesses of Travel + Leisure Co.

Skills and Qualifications: Mr. Rickles has significant boardroom experience advising client audit committees on financial reporting, internal controls, investigations and corporate governance. He also has substantial experience and expertise working with and advising senior management on complex transactions, including mergers and acquisitions, sales, and capital market activities. Mr. Rickles’ service as Chair of the Audit Committee together with his extensive financial background and exceptional leadership experience provides the Board with financial accounting and management expertise and perspectives. Mr. Rickles’ specific experience, qualifications, attributes and skills described above led the Board to conclude that Mr. Rickles should serve as our Director.



Michael H. Wargotz		Independent


	Former Chairman, Axcess Ventures

	Age: 67 Director Since: 2006 Committees: Audit, Compensation, Executive	Other Current Public Company Directorships: None Former Public Company Directorships: Quotient Technology Inc., Resources Connection, Inc., CST Brands, Inc.


Career Highlights:

•Chairman, Axcess Ventures, an affiliate of Axcess Worldwide, a brand experience marketing development agency, which he co-founded in 2001, July 2011 - June 2017 •Chief Financial Officer, The Milestone Aviation Group, LLC, a global aviation leasing company, August 2010 – June 2011 •Co-Chairman, Axcess Luxury and Lifestyle, August 2009 – July 2010 •Chief Financial Advisor, NetJets, Inc., a leading provider of aviation services, December 2006 – August 2009 •Vice President, NetJets, Inc., June 2004 – November 2006		•Various leadership positions, Cendant, January 1998 –December 1999, including: +President and Chief Executive Officer of its Lifestyle Division +Executive Vice President and Chief Financial Officer of its Alliance Marketing Segment +Senior Vice President, Business Development •Prior to 1998, served in various finance and accounting positions at HFS Incorporated, PaineWebber & Co, American Express and Price Waterhouse

Skills and Qualifications: Mr. Wargotz is a private investor involved with various start-up ventures. His senior management experience brings to the Board financial enterprise and branding knowledge. As past Chair of the Audit Committee of Travel + Leisure Co., he contributes financial reporting and compliance expertise and perspective. Mr. Wargotz’s experience provides the Board with exceptional leadership and branding and business development expertise in areas that are critical to our business. Mr. Wargotz’s specific experience, qualifications, attributes and skills described above led the Board to conclude that Mr. Wargotz should serve as our Director.



1			CANDIDATE IDENTIFICATION •The process for identifying and evaluating new nominees to the Board is initiated by identifying a candidate who meets the criteria for selection as a nominee and has the specific qualities or skills being sought, based on input from members of the Board; and, when appropriate, a third-party search firm may be used, which would identify and recommend potential candidates for consideration.


2			CANDIDATE EVALUATION •The Corporate Governance Committee and other members of the Board will evaluate these candidates by reviewing the candidates’ biographical information and qualifications and checking the candidates’ references.


3			CANDIDATE INTERVIEWS •Qualified candidates will be interviewed by at least one member of the Corporate Governance Committee.


4			CANDIDATE RECOMMENDATION •Using the input from one or more interviews, other Board members and other information it obtains, the Corporate Governance Committee evaluates whether the candidate is qualified to serve as a Director and whether the Corporate Governance Committee should recommend to the Board that the Board nominate the candidate for election by the shareholders or to fill a vacancy or newly created position on the Board.



Stephen P. Holmes Non-Executive Chairman of the Board			Provides leadership to the Board by, among other things, working with the CEO, the Lead Director, and the Corporate Secretary to: •Set Board calendars; •Determine agendas for Board meetings; •Ensure proper flow of information to Board members; •Facilitate effective operation of the Board and its Committees; •Help promote Board succession planning and the orientation of new Directors, •Address issues of Director performance; •Assist in consideration and Board adoption of the Company’s long-term and annual operating plans; and •Help promote senior management succession planning.


James E. Buckman Lead Director			•Serves as a key advisor to our Chairman; •Chairs executive sessions of independent Directors and provides feedback to the Chairman, •Chairs meetings of the Board in the absence of the Chairman; and •Reviews in advance, and as appropriate, consults with the Chairman regarding, the agendas for all Board meetings.


Michael D. Brown President and CEO			•As a Director, promotes strategy development and execution and facilitates information flow between management and the Board; and •As President & CEO, is responsible for the performance, growth and strategic direction of the Company and drives our commitment to foster a global spirit of hospitality and responsible tourism.


Audit Committee


Chair Ronald L. Rickles Members Louise F. Brady George Herrera Michael H. Wargotz Meetings in 2025: 8									Key Responsibilities: •Appointing our independent registered public accounting firm to perform an integrated audit of our consolidated financial statements and internal control over financial reporting. •Pre-approving all services performed by our independent registered public accounting firm. •Providing oversight on the external reporting process and the adequacy of our internal controls. •Reviewing the scope, planning, staffing and budgets of the audit activities of the independent registered public accounting firm and our internal auditors. •Reviewing services provided by our independent registered public accounting firm and other disclosed relationships as they bear on the independence of our independent registered public accounting firm, and providing oversight on hiring policies with respect to employees or former employees of the independent auditor. •Providing oversight of our enterprise risk management (ERM) process, including of the management of risks arising from cybersecurity threats. •Maintaining procedures for the receipt, retention and resolution of complaints regarding accounting, internal controls and auditing matters. •Reviewing and updating periodically our Code of Conduct to promote ethical behavior by all of our associates. •Review and provide oversight of related person transactions in compliance with the Company’s Related Person Transactions Policy.


									Financial Expertise, Independence, and Financial Literacy All members of the Audit Committee are independent under the Board’s Director Independence Criteria and applicable regulatory and listing standards, as well as financially literate, knowledgeable and qualified to review financial statements in accordance with applicable regulatory and listing standards. Ronald L. Rickles, Louise F. Brady and Michael H. Wargotz are audit committee financial experts within the meaning of applicable SEC rules and have “accounting or related financial management expertise” within the meaning of applicable NYSE rules.


Compensation Committee


Chair Louise F. Brady Members James Buckman Denny Marie Post Michael H. Wargotz Meetings in 2025: 6									Key Responsibilities: •Providing oversight on our executive compensation program consistent with corporate objectives and shareholder interests. •Reviewing and approving Chief Executive Officer (CEO) and other senior management compensation. •Reviewing and considering the independence of advisers to the Compensation Committee. •Approving grants of long-term incentive awards and our senior executives’ annual incentive compensation under our compensation plans. •Periodically reviewing management succession planning and development. •Periodically reviewing our human capital programs, policies and procedures (except to the extent within the purview of the Corporate Governance Committee).


									Independence and Non-Employee Director Status All of the members of the Compensation Committee are independent under the Board’s Director Independence Criteria and applicable regulatory and listing standards. Each member also qualifies as a “non-employee director” for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (Exchange Act). Compensation Committee Interlocks and Insider Participation There are no compensation committee interlocks between Travel + Leisure Co. and other entities involving our executive officers and directors.


Corporate Governance Committee


Chair George Herrera Members Lucinda C. Martinez Denny Marie Post Ronald L. Rickles Meetings in 2025: 4									Key Responsibilities: •Recommending to the Board nominees for election to the Board. •Reviewing principles, policies and procedures affecting Directors and the Board’s operation and effectiveness. •Providing oversight on the evaluation of the Board and its effectiveness. •Reviewing matters of corporate social responsibility and sustainability performance, including potential long- and short-term trends and impacts of Corporate Responsibility issues. •Reviewing and approving Director compensation.


									Independence All of the members of the Corporate Governance Committee are independent under the Board’s Director Independence Criteria and applicable listing standards.


Executive Committee


Chair Stephen P. Holmes Members Michael D. Brown James Buckman Michael H. Wargotz Meetings in 2025: 5									Key Responsibilities: •Exercising all of the authority of the Board when the Board is not in session, except that the Executive Committee does not have the authority to take any action which legally or under our internal governance policies may be taken only by the full Board.


BOARD OF DIRECTORS The Board provides oversight and seeks to ensure that risks undertaken by the Company are consistent with a level of risk that is appropriate and aligned with the achievement of our business objectives and strategies.
						BOARD COMMITTEE OVERSIGHT OF RISK MANAGEMENT

						Audit Committee Oversees our programs for risk assessment and risk management, including with respect to financial accounting and reporting, internal audit, information technology, cybersecurity and ethics and compliance. Receives quarterly updates from management regarding our ERM program, which is designed to identify the top risks applicable to the Company and document risk mitigation plans and initiatives by management. Receives quarterly presentations and reports from our Chief Technology Officer (“CTO”) and Chief Information Security Officer (“CISO”) on cybersecurity risks and management’s mitigation activities, which address a wide range of topics including our cybersecurity risk profile, recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment and significant newly identified risks, technological trends, and information security considerations arising with respect to our industry peers and third parties. In addition, the CTO and CISO provide the Audit Committee with timely information regarding significant cybersecurity incidents, as applicable. Receives quarterly reports from the Chief Ethics and Compliance Officer with regard to ethics and compliance program.


						Compensation Committee Oversees our assessment and management of risks relating to our executive compensation, management succession planning, and human capital trends.


						Corporate Governance Committee Oversees our management of risks associated with the independence of the Board, potential conflicts of interest, and Corporate Responsibility strategy.



MANAGEMENT Our CEO and other members of senior management are primarily responsible for day-to-day risk management analysis and mitigation and report to the full Board or the relevant Committee regarding risk management.



Director Orientation			Following appointment to the Board, a new director orientation session with key members of our senior leadership team is scheduled to facilitate an onboarding experience and help educate new directors about the company and our priorities.


Access to Management			All directors have access to management from time to time both during and outside of regularly scheduled board and committee meetings. Our Board and Committees receive regular updates from management on key areas under their purview with a focus on key risks, opportunities, focus areas and objectives.


Periodic Updates from our CEO and Management			Our CEO and other members of management provide our Board with periodic updates on major business developments, milestones, and important internal initiatives as events arise in the ordinary course of business. These periodic briefings are intended to keep the board informed between regularly scheduled meetings on matters that are significant to our Company.


Continuing Education			To help the Board stay current on emerging topics, the Company facilitates education sessions on topics relevant to the Board and its Committees. In addition, the Company maintains a subscription for board members to the National Association of Corporate Directors (NACD), a recognized authority focused on advancing board leadership and establishing leading boardroom practices. Through NACD, directors have access to webinars and virtual education opportunities, and NACD publications and events. Our directors also have the opportunity to attend, at the Company's expense, other director continuing education programs from time to time under a policy established by the Corporate Governance Committee.


Site Visits			Site visits allow directors to obtain first-hand insight into how our strategy, operations and culture are functioning on the ground. Directors have been invited (or requested) to visit one of the Company’s resorts or sales centers from time to time to learn more about the Company’s operations. In addition, beginning in 2026, Directors are awarded 300,000 points annually under our Club Wyndham product. This allows Directors to experience our vacation ownership product in the same way an owner does.



			WHAT WE DO

•On average, 62% of our Directors’ total annual compensation for 2025 was equity-based, aligning our Directors’ interests with the long-term interests of our shareholders. •Our Directors have the opportunity to defer all of their cash- and equity-based compensation under our Non-Employee Directors Deferred Compensation Plan. Amounts deferred under the plan are credited in the form of deferred stock units (DSUs), which are credited with dividend equivalents and payable solely in shares of our common stock. DSUs are not paid out until the Director’s retirement or termination from service on the Board, thereby further aligning our Directors’ interests with the long-term interests of our shareholders. For 2025, our Directors elected to defer on average 49% of their total annual compensation. •Consistent with Travel + Leisure Co.’s philanthropic commitment, our non-management Directors are provided a three-for-one Company match for charitable contributions. We will match Director contributions $3 for every $1 contributed by the Director up to an aggregate maximum Company contribution of $75,000 per year. On average, 9% of our Directors’ total annual compensation for 2025 was attributable to this charitable match. •We maintain robust stock ownership guidelines which require our non-management Directors to own stock equal to the greater of 5x the cash portion of the annual retainer or 2.5x their total retainer value, in each case without regard to Committee fees. As of December 31, 2025, each of our Directors exceeded the threshold. •Our 2006 Equity and Incentive Plan, as amended and restated, contains a shareholder-approved limit on the value of equity awards that can be granted to each non-management Director annually. •Our independent compensation consultant reviews our Director compensation program annually relative to our peer group and best practices.


			WHAT WE DON’T DO

•We do not pay any per-meeting fees. •We do not provide retirement benefits to our non-management Directors.


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


Current Compliance			Requirements

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


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



			Thomas M. Duncan, 50, has served as our Senior Vice President and Chief Accounting Officer since September 2022. Previously, Mr. Duncan served as Senior Vice President, Finance of the Company from June 2018 to September 2022, as Senior Vice President and Controller of Wyndham Vacation Ownership from 2006 to 2018, Vice President and Assistant Controller from 2000 to 2006, and Director of Financial Reporting from 1999 to 2000. Mr. Duncan began his career with Ernst & Young LLP in its assurance services practice.


			Erik Hoag, 53, has served as our Chief Financial Officer since May 2025. Prior to joining Travel + Leisure Co., Mr. Hoag spent 17 years at FIS, a leading global financial technology company, where he held roles of increasing responsibility, culminating in his service as Chief Financial Officer and Chief Integration Officer. In these roles, he was responsible for capital allocation, portfolio strategy, and the execution of significant strategic transactions, including the separation of Worldpay. Earlier in his career, Mr. Hoag held financial leadership roles at Bank of America, Truist, and HSBC, and has served on the boards of directors of Capco and Reliance Trust.


			Kimberly Marshall, 62, has served as our Chief Human Resources Officer since June 2018. Previously, Ms. Marshall served as Executive Vice President, Human Resources, for Wyndham Vacation Ownership from February 2017 to June 2018 and Senior Vice President of Human Resources from 2012 to 2017. Prior to joining Wyndham Vacation Ownership, Ms. Marshall served as Executive Vice President, Human Resources for PSS World Medical from 2010 to 2012 and Senior Vice President, Human Resources for CHEP Americas from 2007 to 2010. In addition, she served as Senior Vice President Human Resources for the Southeast Region of Centex Homes from 2004 to 2007 and spent 11 years with The Walt Disney Company in Finance and in Human Resources from 1993 to 2004. Ms. Marshall began her career in public accounting with Arthur Andersen & Co. and later Price Waterhouse Coopers and is a Certified Public Accountant.


			Jeffrey Myers, 58, has served as Chief Sales and Marketing Officer - Vacation Ownership, our vacation ownership business segment, since June 2018. Previously, Mr. Myers served as Chief Sales and Marketing Officer of Wyndham Vacation Ownership from 2008 to 2018. A 37-year industry veteran, Mr. Myers joined Wyndham Vacation Ownership in 1991, and earned progressive leadership roles, serving as site leader, senior vice president for multiple regions and Executive Vice President of Sales for Club Wyndham and WorldMark by Wyndham from 2002 to 2007.



			Geoffrey Richards, 53, has served as our Chief Operating Officer - Vacation Ownership, our vacation ownership business segment, since June 2018. Previously, Mr. Richards served as Chief Operating Officer of Wyndham Vacation Ownership from 2011 to 2018. Mr. Richards began his career with Wyndham Vacation Ownership in 1996 as a Sales Program Manager, and subsequently held several leadership positions within the Company’s sales and marketing operations, including Senior Vice President of Sales Development, Vice President of Sales and Site Marketing Programs and Executive Vice President of Global Sales Operations.


			James J. Savina, 52, has served as our General Counsel and Corporate Secretary since June 2018 after joining Wyndham Worldwide in April 2018. Mr. Savina served as General Counsel and Corporate Secretary at The Kraft Heinz Company, a manufacturer and seller of consumer food and beverage products, from 2015 to 2018, where he played a central role in the merger of Kraft Foods Group and H. J. Heinz Company and led the combined company’s legal department. Previously, Mr. Savina served as Senior Vice President, Deputy General Counsel, and Chief Compliance Officer, and in other roles of increasing responsibility, for Kraft Foods Group from 2013 to 2015. His prior experience includes roles as Executive Director, Global Legal Investigations & Legal Operations for Avon Products; Senior Counsel and Director of Claims and Legal Administration for Energy Future Holdings; and Associate for Jones Day, an international law firm.


			Sy Esfahani, 65, has served as our Chief Technology Officer since November 2021. Prior to joining Travel + Leisure Co., Mr. Esfahani served as Chief Information Officer at Qatar Airways Group, an airline company, from February 2019 to June 2021. Previously, Mr. Esfahani served as Global Chief Information Officer for MGM Resorts International, a global hospitality and entertainment company, from 2013 to 2019, where he focused on improving operations and customer experience within various lines of business across the 20 resort brands. Earlier in his career, Mr. Esfahani held chief information officer and key technology leadership positions at several companies in the financial services and trade show production industries.


			Amandine Robin-Caplan, 41, has served as our Chief Brand and Communications Officer since July 2023. Prior to joining Travel + Leisure Co., Ms. Robin-Caplan spent 11 years at Pernod Ricard, a global premium wine and spirits organization, where her tenure culminated in the role of Chief Communications Officer for the USA in 2016 and then the North America region from 2017 to 2022. She also fueled the communications, brand, training, marketing and business development priorities at McCarthy Tetrault and GE Capital in Canada. Ms. Robin-Caplan also served as a board member with Columbia University Maison Francaise and Keep America Beautiful, among other organizations.


Compensation Discussion and Analysis			43

Executive Summary			44
Compensation Decision-Making Process			50
2025 NEO Compensation			53
Compensation Policies and Governance Practices			62