Charles Corbin
Senior Executive Vice President, Chief Legal Officer, General Counsel & Corporate Operations, and Secretary at 
Hilton Grand Vacations
Hilton Grand VacationsExecutive
About Charles R. Corbin
Senior Executive Vice President, Chief Legal Officer, General Counsel & Corporate Operations, and Secretary at Hilton Grand Vacations (HGV). Age 68; joined HGV in November 2016 (EVP, CLO, GC & Secretary) and elevated to Senior EVP in February 2025; previously held senior legal roles at Hilton Worldwide (2010–2016), Sunrise Senior Living, and The Mills Corporation; BS (English, The Citadel) and JD (University of Dayton School of Law) . Company performance context for pay-for-performance: FY2024 Total revenues $4,981M, Net income $60M, Economic Adjusted EBITDA $1,112M; CAP vs performance shows 2024 company TSR value of $96.94 on a fixed $100 base, peer group TSR $116.79 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hilton Worldwide | Senior Vice President for Dispute Resolution and Employment & Benefits | 2010–2016 | Led key legal areas across employment/benefits and disputes, supporting enterprise risk management . |
| Sunrise Senior Living | Vice President & Assistant General Counsel | Pre-2010 | Senior legal leadership at a major assisted living operator; compliance and corporate governance . |
| The Mills Corporation | Group Vice President | Pre-2010 | Legal and business advisory to large retail/entertainment assets; supported transactions and operations . |
| Venture Capital Firm | Managing Executive | Pre-2010 | Investment and business counsel experience; aligned legal acumen with capital allocation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| American Resort Development Association (ARDA) | Board of Directors | Current | Industry advocacy; governance experience . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|
| 2023 | 525,000 | 100% → 125% (2024 target set in March 2024) | — | 2023 base for reference . |
| 2024 | 540,000 | 125% | 432,675 | Bonus plan: 70% Economic Adjusted EBITDA; 30% Total Economic Revenue. Payout factors 62% and 69%; total 64% of target ($675,000) . |
| 2025 | 625,000 | Within ranges under HGV Incentive Program | — | Approved March 4, 2025 by Compensation Committee . |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Incentive (2024) | Economic Adjusted EBITDA | 70% | $1,255.0–$1,275.0B | $1,112.2B | 62% of component | Annual cash . |
| Annual Cash Incentive (2024) | Total Economic Revenue | 30% | $4.8596B | $4.5608B | 69% of component | Annual cash . |
| Annual Cash Incentive (2024 Total) | Blended | 100% | $675,000 target (125% of salary) | — | 64% ($432,675) | Annual cash . |
| LTI (2024) | RSUs | 50% of LTI | — | 15,230 units | Time-based | Equal annual over 3 years . |
| LTI (2024) | Stock Options | 25% of LTI | — | 14,960 options | Market-based | Equal annual over 3 years; 10-year term . |
| LTI (2024) | Performance RSUs | 25% of LTI | Econ Adj EBITDA (50%); Contract Sales (50%) | 7,615 target units | Performance-based | 3-year performance period (2024–2026) . |
| Bluegreen Transaction Incentive (2024) | Performance RSUs | 60% of award | Run-rate cost savings (50%); Adjusted EBITDA (50%) | 33,844 target units | Performance-based | 2-year performance (Jan 17, 2024–Dec 31, 2025) . |
| Bluegreen Transaction Incentive (2024) | Performance Cash Awards | 40% of award | Run-rate cost savings | $1,000,000 total | Paid 50% on Sep 30, 2024; remaining 50% eligible Jun 30, 2025 | Two tranches (9 and 18 months) . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 14, 2025) | 200,502 shares; less than 1% of outstanding (94,655,530 shares) . |
| Ownership Policy | Robust stock ownership requirements for executives; compliance overseen by Compensation Committee . |
| Pledging/Hedging | Prohibited; pledging only via approved exception with CFO and General Counsel pre-approval; hedging/derivatives disallowed . |
| Trading Controls | Blackout periods two weeks before quarter-end until first full trading day after earnings; pre-clearance required for Section 16 officers . |
| Clawback | All executive equity awards subject to Clawback Policy . |
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | None; executives have severance agreements . |
| Severance Multiple | 2.0x base salary + target bonus upon qualifying termination (without cause/for good reason), including within 24 months post-CIC . |
| CIC Treatment | Double-trigger: equity awards vest on qualifying termination within 12 months post-CIC; if not assumed by acquirer, certain awards vest at CIC . |
| Restrictive Covenants | 24 months post-termination non-compete/non-solicit in severance agreements; equity awards include non-compete/non-solicit through last vest date; confidentiality and non-disparagement are indefinite . |
| Retirement Eligibility | As of Dec 31, 2024, Mr. Corbin was eligible for “qualifying retirement” status (special vesting treatment applies) . |
Potential Payments Upon Termination or Change in Control (as of Dec 31, 2024)
| Scenario | Cash Severance ($) | Equity Awards ($) | Health & Welfare ($) | Life Insurance ($) | Bluegreen Performance Cash ($) | Total ($) |
|---|---|---|---|---|---|---|
| Qualifying Termination (No CIC) | 2,430,000 | 0 | 22,218 | 1,537 | 335,893 | 2,789,647 . |
| Qualifying Termination (Following CIC) | 2,430,000 | 3,386,779 | 22,218 | 1,537 | 500,000 | 6,340,534 . |
| CIC (No Termination) | 0 | 3,386,779 | 0 | 0 | 500,000 | 3,886,779 . |
| Death or Disability | 675,000 | 2,461,796 | 0 | 0 | 335,893 | 3,472,688 . |
| Retirement | 0 | 3,386,779 | 0 | 0 | 500,000 | 3,886,779 . |
Compensation Structure Analysis
- Mix shift and at-risk alignment: 2024 target total direct for Corbin $2.565M comprised of 47% cash (salary + target STI) and 53% equity (target LTI), with Performance RSUs embedded in LTI and separate Bluegreen performance awards tying payout to cost synergies and EBITDA .
- Metrics tightened: 2024 STI removed individual objectives and weighted 70% Economic Adjusted EBITDA and 30% Total Economic Revenue; outcomes below target drove 64% payout, demonstrating formulaic discipline .
- Governance protections: No excise tax gross-ups; clawback; prohibited pledging/hedging; blackout/trade pre-clearance; ownership guidelines; independent compensation consultant (Pearl Meyer) and defined peer group for benchmarking .
Say‑on‑Pay & Peer Benchmarking
- Say‑on‑Pay approval: ~98% support at 2024 meeting; 2025 vote approved as well (votes 67,452,291 for; 11,298,013 against; 17,470 abstentions) .
- Compensation peer group (2024): Boyd Gaming, Caesars, Darden, Host Hotels, Hyatt, Marriott Vacations, Norwegian Cruise Line, Penn National Gaming, Royal Caribbean, Travel + Leisure Co. (Park Hotels & Resorts and Vail Resorts removed due to size) .
Performance & Track Record
- Execution signals: Payment of first tranche Bluegreen performance cash ($1,000,000 for Corbin on Sep 30, 2024) following achievement of run-rate cost savings suggests timely delivery on integration milestones .
- Company outcomes: FY2024 Net income $60M and Economic Adjusted EBITDA $1,112M; CAP vs TSR shows company TSR $96.94 vs peer group $116.79, situating compensation “actually paid” against broader market performance .
Compensation Committee & Governance
- Committee composition (2024): Compensation Committee chaired by Paul W. Whetsell; members David W. Johnson and Mark H. Lazarus; all independent per NYSE/SEC criteria; Pearl Meyer engaged as independent consultant .
- Risk oversight: Balanced pay design; capped incentives; clawbacks; stock ownership; prohibition on pledging/hedging; no option repricing .
Investment Implications
- Alignment: High proportion of performance-linked equity (Performance RSUs and Bluegreen PSUs) plus formulaic STI metrics tie Corbin’s upside to EBITDA, revenue, contract sales, and integration synergies—favorable for pay-for-performance investors .
- Retention risk: Corbin’s retirement eligibility and substantial unvested performance awards suggest strong retention hooks; severance at 2.0x salary+bonus and double-trigger CIC equity acceleration mitigate abrupt departure risk while preserving shareholder protections via covenants and clawbacks .
- Trading signals: Insider selling pressure constrained by blackout periods, pre-clearance, and anti‑pledging/hedging policies; upcoming performance award measurement dates (Dec 31, 2025 Bluegreen; Dec 31, 2026 PRSU cohorts) create milestone-linked event risk/opportunity for equity outcomes .
- Governance quality: Strong say‑on‑pay results, independent committee oversight, and disciplined metric design lower governance red‑flag risk; performance lag vs peer TSR underscores the importance of operational execution to unlock PSU value .
Note: All quantitative and qualitative disclosures above are sourced directly from HGV’s 2025 DEF 14A, 2025 8‑Ks, and 2024 10‑K/Insider Trading Policy.