Gordon Gurnik
Hilton Grand VacationsAbout Gordon Gurnik
Gordon S. Gurnik, 61, is Senior Executive Vice President and Chief Operating Officer of HGV. He has served as COO since December 2018 (EVP) and as Senior EVP and COO since August 2021, with responsibilities spanning business development, brand building, process improvement, resort operations and Club programs aligned to HGV’s strategy . He holds a bachelor’s degree in management from Purdue University and previously served as President of RCI, leading 3.8 million member families and 4,300 vacation ownership resorts . Company performance in 2024: total revenues $4,981 million, net income $60 million, diluted EPS $0.45, Economic Adjusted EBITDA $1,112 million, Total Economic Revenue $4,560 million; HGV’s Pay vs Performance shows the value of a $100 initial investment (company TSR) at $96.94 in 2024, $104.26 in 2023, and $73.96 in 2022 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RCI (Wyndham Destinations affiliate) | President | Not disclosed | Advanced signature products; led strategy, operations, and growth with 3.8M member families and 4,300 VO resorts |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Christel House International | Director | Not disclosed | Non-profit supporting impoverished children worldwide |
| ARDA (American Resort Development Association) | Chair-elect of Board of Directors | Not disclosed | Industry leadership and advocacy in vacation ownership |
Fixed Compensation
Base Salary
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $650,000 | $650,000 | $670,000 (effective Jan 1, 2024) |
Perquisites and Other Compensation (2024)
| Component | Amount ($) | Notes |
|---|---|---|
| 401(k) match | 13,800 | Plan match formula |
| Automobile allowance | 10,000 | Standard perquisite |
| Lodging/vacation benefits | 11,995 | Taxable; rooms, F&B at HGV properties |
| Executive physical | 4,208 | Annual exam |
| Total recurring perqs | 26,203 | Sum of recurring items |
| All Other Compensation total | 40,003 | Includes 401(k) match and perqs |
Key policies: clawback compliant with NYSE Rule 10D‑1; prohibits pledging and hedging of common stock; stock ownership guideline = 3× base salary for NEOs, with all NEOs in compliance as of 12/31/2024 .
Performance Compensation
Annual Incentive Plan (2024 Design and Results)
| Metric | Weighting | Threshold | Target (range) | Maximum | Actual | Payout Factor |
|---|---|---|---|---|---|---|
| Economic Adjusted EBITDA (US$ mm) | 70% | 1,066.8 | 1,255.0–1,275.0 | 1,402.5 | 1,112.2 | 62% |
| Total Economic Revenue (US$ mm) | 30% | 4,373.7 | 4,859.6 | 5,345.6 | 4,560.8 | 69% |
| Component | Target ($) | Achievement | Amount Earned ($) |
|---|---|---|---|
| Economic Adjusted EBITDA (70%) | 586,250 | 62% | 363,475 |
| Total Economic Revenue (30%) | 251,250 | 69% | 173,363 |
| Total Annual Cash Incentive (2024) | 837,500 | 64% | 536,838 |
STI target = 125% of salary; maximum = 250% of salary .
Long-Term Incentive (2024 Grants; three-year performance and service periods)
| Award Type | Weighting | Quantity (#) | Vesting | Performance Metrics |
|---|---|---|---|---|
| Stock Options | 25% | 18,561 | 3 equal annual installments; 10-year term; strike $44.32; exp. 3/5/2034 | |
| Service RSUs | 50% | 18,896 | Vest in 3 equal annual installments starting 3/5/2025 | |
| Performance RSUs | 25% | 9,448 | Cliff vest post 3-year period (ends 12/31/2026) | 50% Economic Adjusted EBITDA; 50% Contract Sales; 0–200% payout |
| LTI Target Value (2024) | $1,675,000 |
Special Transaction Incentives (Bluegreen Acquisition – approved March 2024)
| Component | Value ($) | Quantity | Performance and Timing |
|---|---|---|---|
| Bluegreen Performance RSUs | Part of $2,000,000 total | 27,075 | 2-year period (1/17/2024–12/31/2025); 50% run-rate cost savings; 50% Adjusted EBITDA; 0–200% payout |
| Bluegreen Performance Cash Award | $800,000 | — | Paid in two equal tranches: 50% vested and paid on 9/30/2024 upon achieving run-rate cost savings; remaining 50% measured through 6/30/2025 |
2024 vesting/exercises: Gurnik had 106,648 stock awards vest and no option exercises in 2024; Diamond Acquisition incentive awards contributed to vesting activity .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 274,990 shares; includes 130,247 shares underlying vested options (beneficial ownership includes shares underlying vested options; percent <1%) |
| Stock Ownership Guideline | 3× base salary for NEOs; Gurnik is in compliance as of 12/31/2024 |
| Hedging/Pledging | Prohibited under policy |
| Clawback | NYSE Rule 10D‑1 compliant recovery of erroneously awarded compensation |
Outstanding unvested equity as of 12/31/2024:
- Service RSUs: 2022 grant 7,372 shares; 2023 grant 11,023 shares; 2024 grant 18,896 shares (total 37,291) .
- Performance RSUs: 2023 grant 8,267 shares (assumed at target pending results); 2024 grant 9,448 shares (assumed at target pending results) .
- Bluegreen Performance RSUs: 27,075 shares (assumed target pending results) .
Options outstanding (unexercised/unexercisable portions):
- 3/7/2022: 14,678 exercisable; 7,340 unexercisable; strike $44.09; exp. 3/7/2032 .
- 3/7/2023: 5,464 exercisable; 10,930 unexercisable; strike $49.14; exp. 3/7/2033 .
- 3/5/2024: 18,561 unexercisable; strike $44.32; exp. 3/5/2034 .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | None; HGV uses severance agreements for NEOs . |
| Severance Multiple | 2.0× base salary + target bonus for Gurnik upon qualifying termination (without cause or for good reason); 24-month protection post-CIC (double-trigger) . |
| Change-in-Control | Qualifying termination within 24 months of CIC triggers same severance multiple; excise tax cutback to optimize after-tax outcome . |
| Health/Life Continuation | Health benefits continuation for 18 months; life insurance cash equivalent up to 12 months if eligible . |
| Equity Treatment | Without CIC: unvested equity generally forfeited (except special Mr. Wang provisions); With CIC + qualifying termination: unvested RSUs/Options vest; PSUs vest at actual or target if not measurable; retirement, death/disability include proration/continued vesting per award type; non-compete/non-solicit covenants apply through later of 1-year post-termination or last vesting date . |
| Potential Payments (as of 12/31/2024) | Qualifying termination without CIC: $3,312,390 (cash severance $3,015,000; benefits $26,534; life $2,142; Bluegreen cash $268,714; equity $0). With CIC: $7,040,731 (cash severance $3,015,000; equity $3,597,055; benefits $26,534; life $2,142; Bluegreen cash $400,000). CIC without termination: $3,997,055 (equity $3,597,055; Bluegreen cash $400,000). Death/Disability: $3,820,284 (equity $2,714,070; Bluegreen cash $268,714; plus STI proration rules). Retirement: $3,997,055 (equity $3,597,055; Bluegreen cash $400,000) . |
Deferred compensation: No EDCP participation by Gurnik in 2024 .
Compensation Summary (Multi-Year)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 650,000 | 650,000 | 669,615 |
| Stock Awards ($) | 1,462,421 | 1,218,721 | 2,456,170 |
| Option Awards ($) | 970,774 | 805,601 | 822,624 |
| Non-Equity Incentive ($) | 1,309,344 | 443,625 | 1,336,838 (includes $536,838 STI and $800,000 Bluegreen cash tranche) |
| All Other Compensation ($) | 25,430 | 34,131 | 40,003 |
| Total ($) | 4,417,969 | 3,152,078 | 5,325,250 |
Say-on-pay: 98% approval at HGV’s 2024 annual meeting .
Investment Implications
- Pay-for-performance alignment is tight: 2024 STI weighted 70% to Economic Adjusted EBITDA and 30% to Total Economic Revenue; LTI PSUs tied to three-year Economic Adjusted EBITDA and Contract Sales with 0–200% payout slope. Bluegreen transaction incentives paid first cash tranche on 9/30/2024, evidencing integration progress on cost savings; second tranche evaluates cost savings through 6/30/2025, and Bluegreen PSUs cover performance through 12/31/2025 .
- Upcoming vesting events may create supply: service RSUs vest annually (2022/2023/2024 grants), options from 2023/2024 become exercisable (strikes $49.14/$44.32), PSUs cliff vest at 12/31/2025 (2023 grant and Bluegreen PSUs) and 12/31/2026 (2024 grant). Monitoring these dates can inform potential insider selling pressure around vest/exercise windows; note Gurnik had no option exercises in 2024 and 106,648 shares vested (including Diamond awards) .
- Retention risk moderated: double-trigger CIC severance (2× cash) and standard NEO severance provide stability; non-compete/non-solicit provisions apply through last vesting date, while stock ownership guidelines and prohibition of pledging/hedging strengthen alignment with shareholders .
- Governance signals: Strong say-on-pay (98%) and clear clawback policy; Compensation Committee uses a robust hospitality/leisure peer set for benchmarking, with 2025 LTI moving away from options in favor of RSUs and PSUs, increasing equity’s performance linkage .