Daniel Mathewes
Hilton Grand VacationsAbout Daniel J. Mathewes
Daniel J. Mathewes, 50, is President and Chief Financial Officer of Hilton Grand Vacations (HGV); he was promoted to President effective April 1, 2024 (previously SEVP & CFO from Aug 2021, EVP & CFO since Nov 2018), took a temporary leave on Feb 7, 2025, and returned Mar 24, 2025 . He holds bachelor’s degrees in accounting and economics (summa cum laude) from Florida State University and previously served as CFO of Virgin Hotels North America, CFO of The World (Residences at Sea), and senior finance roles at Kerzner (Atlantis/One&Only), Norwegian Cruise Line, Royal Caribbean, and began at PwC . HGV’s 2024 performance: total revenues $4,981M, Economic Adjusted EBITDA $1,112M, and net income $60M; the company’s $100 TSR value stood at $96.94 in 2024 (peer index $116.79) . HGV’s 2024 short‑term incentive plan (70% Economic Adj. EBITDA/30% Total Economic Revenue) paid 64% of target for Mr. Mathewes, reflecting below-target operating results on these metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hilton Grand Vacations | President & CFO | 2024–present (leave Feb 7–Mar 24, 2025) | Elevated to President; responsible for finance and broader operations amidst Bluegreen integration |
| Hilton Grand Vacations | SEVP & CFO | 2021–2024 | Led finance during Diamond and Bluegreen integrations |
| Hilton Grand Vacations | EVP & CFO | 2018–2021 | Oversaw public-company finance, capital markets |
| Virgin Hotels North America | CFO | 2016–2018 | Hotel management finance leadership |
| The World, Residences at Sea | CFO | 2014–2016 | Finance lead of private residential yacht company |
| Kerzner International (Atlantis/One&Only) | SVP Finance & Treasury | 2008–2014 | Treasury, finance for global luxury hospitality assets |
| Norwegian Cruise Line; Royal Caribbean Cruises | Finance leadership | N/A | Multiple financial leadership roles in cruise industry |
| PricewaterhouseCoopers (PwC) | Auditor | N/A | Public accounting foundation |
External Roles
- None disclosed (no current public-company directorships or committee roles identified for Mr. Mathewes) .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $650,000 | $650,000 | $725,000 (increased with promotion effective Apr 1, 2024) |
| Target Bonus (% of Salary) | 125% | 125% | 150% (increased with promotion) |
| Actual Annual STI Paid ($) | $1,510,438 | $669,094 | $653,019 |
| All Other Compensation ($) | $29,917 | $37,305 | $25,613 (incl. auto allowance $10,000; lodging/vacation benefits $6,152) |
Notes: 2024 STI plan based 70% on Economic Adjusted EBITDA and 30% on Total Economic Revenue, paid 64% of target for Mr. Mathewes .
Performance Compensation
2024 STI Structure and Outcomes
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout as % of Target |
|---|---|---|---|---|---|---|
| Economic Adjusted EBITDA ($M) | 70% | 1,066.8 | 1,255.0–1,275.0 (flat at target in range) | 1,402.5 | 1,112.2 | 62% |
| Total Economic Revenue ($M) | 30% | 4,373.7 | 4,859.6 | 5,345.6 | 4,560.8 | 69% |
| Total | 100% | — | — | — | — | 64% (Mr. Mathewes) |
2024 LTI Awards (Granted)
| Component | Grant Date | #/Value | Vesting | Performance Condition |
|---|---|---|---|---|
| RSUs | 3/5/2024 | 18,332 units | 3 equal annual installments starting 3/5/2025 | Service-based |
| RSUs (promotion true-up) | 4/1/2024 | 5,882 units | 3 equal annual installments starting 4/1/2025 | Service-based |
| Stock Options | 3/5/2024 | 18,007 options @ $44.32 | 3 equal annual installments starting 3/5/2025; 10-year term | Stock price appreciation |
| Stock Options (promotion true-up) | 4/1/2024 | 2,941 options @ $46.75 | 3 equal annual installments starting 4/1/2025; 10-year term | Stock price appreciation |
| Performance RSUs | 3/5/2024 | 9,166 target units | Cliff at end of 3-year period (1/1/2024–12/31/2026) | 50% Economic Adj. EBITDA; 50% Contract Sales (0–200% payout) |
| Performance RSUs (promotion true-up) | 4/1/2024 | 2,941 target units | Cliff at end of 3-year period (1/1/2024–12/31/2026) | Same as above |
| Bluegreen Transaction Performance RSUs | 3/5/2024 | 27,075 target units | Cliff at end of 2-year period (1/17/2024–12/31/2025) | 50% run-rate cost savings; 50% Adjusted EBITDA (0–200% payout) |
| Bluegreen Performance Cash Award | 3/5/2024 | $800,000 target (paid in two tranches) | 50% vested/paid 9/30/2024 on achieved cost savings; 50% eligible 6/30/2025 | Run-rate cost savings targets |
LTI mix in 2024: for non-CEO NEOs, 50% RSUs, 25% stock options, 25% Performance RSUs; CEO mix heavier to PRSUs (35%) . In March 2025, options were removed from the LTI mix (RSUs/PRSUs only) .
Equity Grant Values (Summary Compensation Table)
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($) | $1,389,364 | $1,218,721 | $2,831,151 |
| Option Awards ($) | $922,275 | $805,601 | $935,562 |
2024 Equity/Option In-the-Money Context
- As of 12/31/2024, HGV share price was $38.95 for equity award valuations . Mr. Mathewes’ option exercise prices: 2019 $33.32; 2020 $25.80; 2021 $38.22; 2022 $44.09; 2023 $49.14; 3/5/2024 $44.32; 4/1/2024 $46.75 . Thus, older grants (2019–2021) were in/near the money, while 2022–2024 option grants were out-of-the-money at year-end 2024, moderating near-term exercise-driven selling pressure .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 260,677 shares (less than 1% of outstanding) as of record date; 94,655,530 shares outstanding . |
| Options – Exercisable (incl. vest in 60 days) | 134,910 shares underlying vested/soon-vestable options included in beneficial ownership note . |
| RSUs – Vesting within 60 days | 1,960 RSUs vest within 60 days (included in beneficial ownership note) . |
| Unvested RSUs (12/31/2024) | 7,003 (2022); 11,023 (2023); 18,332 (3/5/2024); 5,882 (4/1/2024) = 42,240 total . |
| Unearned Performance RSUs (12/31/2024) | 8,267 (2023 PRSUs); 9,166 (3/5/2024 PRSUs); 2,941 (4/1/2024 PRSUs); 27,075 (Bluegreen PRSUs) = 47,449 total (assumed at target for disclosure) . |
| Stock Ownership Guidelines | NEOs: 3× base salary within 5 years; all NEOs were in compliance as of 12/31/2024 . |
| Hedging/Pledging | Prohibited; company policy bans pledging and hedging of HGV stock . |
| 2024 Vesting Activity (supply) | 107,168 shares vested for Mr. Mathewes (value realized $4,803,937) . |
Employment Terms
- Employment Agreement: None; HGV uses severance agreements (no individual employment contract) .
- Severance (non-CEO NEOs incl. Mathewes): 2.0× (base salary + target bonus) upon qualifying termination (company without cause or good reason resignation), with continued health benefits (18 months differential) and a life-insurance continuation cash equivalent for 12 months if eligible; requires release, 24-month restrictive covenants; double-trigger structure for change in control .
- Equity Treatment on Termination/CIC:
- Service RSUs and Options: For non-CEO NEOs, forfeiture on qualifying termination without CIC; full vest if terminated within 12 months post-CIC; accelerated if not assumed on CIC; special continued vesting on retirement if eligible; detailed option exercise windows apply .
- Performance RSUs: For non-CEO NEOs, forfeiture on qualifying termination without CIC (unless committee provides otherwise); vest at actual (or target if unassessable) on double-trigger CIC; prorated at target on death/disability; remain eligible post-retirement per plan .
- Bluegreen PRSUs/Cash: Bluegreen PRSUs prorate and pay after performance period on qualifying termination; vest at actual/target on double-trigger CIC; cash award prorates and pays after 6/30/2025 performance measurement on qualifying termination .
- Clawback: NYSE Rule 10D‑1 compliant clawback for erroneously awarded compensation on restatement; applies to executive officers .
- Non‑compete/Non‑solicit: Equity awards include non-compete/non-solicit covenants through the later of one year post-termination or last vest date (and related post-termination periods); severance agreements require 24‑month restrictive covenants .
- Hedging/Pledging: Prohibited by policy; insider trading policy on file .
- Perquisites: Auto allowance ($10,000), lodging/vacation benefits, executive physical (for select executives); no 280G/409A excise tax gross‑ups (policy lists gross‑ups as “don’t do”) .
- Deferred Compensation: EDCP participation; 2024 executive contribution $58,433; aggregate balance $211,442 (no above‑market returns) .
Compensation Structure Analysis
- Mix and leverage: For 2024, Mr. Mathewes’ target STI increased to 150% of salary and target LTI to 300% with promotion—raising at‑risk pay and equity exposure; 2024 LTI included RSUs, options, and PRSUs, with PRSUs tied to multi‑year Economic Adj. EBITDA and Contract Sales (0–200% payout) .
- Metric rigor/change: 2024 STI moved entirely to corporate metrics (70% Economic Adj. EBITDA, 30% Total Economic Revenue), eliminating prior individual NEO metrics, enhancing alignment to company performance; payout at 64% indicates downside sensitivity to under-target outcomes .
- Special awards: Bluegreen Transaction Incentive Awards (mix of PRSUs and cash) rewarded cost-synergy delivery and integration; first cash tranche paid 9/30/2024 on cost-savings achievement (Mr. Mathewes: $800,000 target; 50% paid) .
- Design practices: No option repricing or buyouts; clawback in place; robust ownership guidelines; no excise tax gross‑ups—shareholder-friendly features .
Company Performance Context (select metrics)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Revenues ($M) | 3,835 | 3,978 | 4,981 |
| Total Economic Revenue ($M) | 3,507 | 3,627 | 4,560 |
| Economic Adjusted EBITDA ($M) | 1,049 | 1,026 | 1,112 |
| Net Income ($M) | 352 | 313 | 60 |
| TSR ($100 initial value) | $79.94 (2022) | $104.26 (2023) | $96.94 (2024) |
Notes: 2024 figures include Bluegreen contributions as defined; see non‑GAAP reconciliations in Appendix A of the proxy .
Governance, Say‑on‑Pay, and Peer Benchmarking
- Say‑on‑pay support: 2025 annual meeting—For 67,452,291; Against 11,298,013; Abstain 17,470; Broker non‑votes 4,044,793 (approved) . 2024 say‑on‑pay received ~98% approval (disclosed in 2025 proxy) .
- Peer group (2024 benchmarking): Boyd Gaming; Caesars Entertainment; Darden Restaurants; Host Hotels & Resorts; Hyatt; Marriott Vacations Worldwide; Norwegian Cruise Line; Penn National Gaming; Royal Caribbean; Travel + Leisure Co. (Park Hotels & Resorts and Vail Resorts removed) .
- Consultant: Pearl Meyer as independent compensation consultant to the Compensation Committee; no conflicts identified .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited; no pledges disclosed .
- Option repricing: Not permitted .
- Tax gross‑ups: None for parachute excise taxes; limited gross‑up only for CEO social club dues (not applicable to Mr. Mathewes) .
- Legal/investigations: No pending material litigation involving directors/officers for which indemnification is sought (as of proxy) .
- CFO leave/return: Temporary leave for personal reasons (unrelated to strategy, operations, financial reporting, or internal controls) on Feb 7, 2025; returned Mar 24, 2025 .
Investment Implications
- Alignment and retention: Mr. Mathewes’ pay is substantially at‑risk with sizeable multi‑year PRSUs and RSUs, and he meets ownership guidelines—positive for alignment; severance uses market‑standard double‑trigger CIC (2× multiple), moderating entrenchment risk .
- Near‑term selling pressure: Many 2022–2024 option grants were out‑of‑the‑money at 12/31/2024; 2019–2021 options were in/near the money; 2024 saw 107k shares vest—investors should monitor upcoming 2025–2026 PRSU settlements (core and Bluegreen tranches) for supply effects .
- Execution signals: Achievement of Bluegreen cost‑saving milestones (cash tranche paid) and clear EBITDA/revenue‑based STI/PRSU designs support pay‑for‑performance; 2024 below‑target STI outcome (64% of target) evidences downside accountability .
- Governance and support: Strong say‑on‑pay support, clawback policy, no option repricing/pledging, and independent consultant oversight reduce governance risk .
All data points, figures, dates, compensation terms, equity counts, vesting schedules, and policies are sourced from HGV’s 2025 DEF 14A and HGV 8‑K filings cited inline.```