Bill Rock
VAIL RESORTSAbout Bill Rock
Bill Rock (age 60) is President – Mountain Division at Vail Resorts (MTN), serving in this role since May 2023, with nearly three decades of mountain resort operations experience and a BA from Clemson University . He has overseen operations across Vail Resorts’ largest U.S. resorts and previously served as EVP of Mountain Operations and regional COO roles, shaping guest experience, operations, and capital programs . Company performance during fiscal 2025: net revenue $2,964.3M (+2.7% YoY), Resort Reported EBITDA $844.1M (+2.3% YoY), and net income $280.0M (+21.2% YoY) ; FY2025 pay-versus-performance TSR index value was 90.74 versus 208.75 for the Dow Jones U.S. Travel & Leisure Index peer group .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vail Resorts | President – Mountain Division | Since May 2023 | Leads Mountain Division, driving guest experience, operations, and capital programs across portfolio . |
| Vail Resorts | EVP, Mountain Operations | Jun 2021 – May 2023 | Oversaw global mountain operations with focus on operational scale and effectiveness . |
| Vail Resorts | SVP & COO, Rocky Mountain Region | Sep 2019 – Jun 2021 | Oversight for major resorts in CO and UT (Vail, Beaver Creek, Breckenridge, Keystone, Crested Butte, Park City) . |
| Vail Resorts | SVP & COO, Park City Mountain | Began Oct 2014 | Led one of the largest U.S. resorts, enhancing guest experience and community partnerships . |
| Vail Resorts | VP & COO, Northstar California; oversaw Tahoe region | Began 2010 | Managed three Tahoe resorts’ operations and integration . |
External Roles
No external board directorships or outside corporate roles for Bill Rock are disclosed in the proxy .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Approved Base Salary ($) | $515,000 | $560,320 |
| Target MIP (% of Salary) | 75% | 75% |
| Actual MIP Award ($) | $91,696 | $386,621 |
| Executive Perquisite Fund Allowance ($) | $50,000 policy (President level) | $50,000 policy (President level) |
Notes:
- Executive perquisite usage for lodging/ski school/discretionary spending was not reported for Rock in FY2025 (below $10,000 threshold) .
- FY2025 MIP awards were paid in October 2025 per program disclosures .
Performance Compensation
Annual Incentive (MIP) – FY2025
| Metric | Weighting | Target | Actual/Performance | Funding | Individual Modifier | Payout ($) |
|---|---|---|---|---|---|---|
| Resort Reported EBITDA (corporate) | Company funding driver | $866.0M | 99.20% of target | 92.00% | 100% | $386,621 |
Program features:
- Annual incentive funding tied to Resort Reported EBITDA with defined threshold/target/max schedule (80%→15%; 95%→50%; 100%→100%; 110%→175%; 120%→200%) .
- Individual modifier for NEOs (other than CEO) can be 0%, 50%, 100%, 120% or 130% of funded amount; Rock’s modifier was 100% .
- MIP paid in cash only .
Long-Term Equity Awards – FY2025 Grants
| Award Type | Grant Date | Units/Contracts | Exercise Price | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| RSUs | 9/27/2024 | 3,433 | n/a | $560,320 | 3 equal annual installments beginning on first anniversary . |
| SARs | 9/27/2024 | 12,662 | $180.61 | $560,320 | 3 equal annual installments beginning on first anniversary . |
Program features:
- Equity mix emphasizes RSUs and SARs for alignment and at-risk pay; SARs only have value above exercise price .
- No equity repricing without stockholder approval; Premium SARs used for CEO awards; Rock’s SARs are standard SARs with grant-date exercise price at market .
Scheduled Vesting – RSUs
| RSUs Unvested (#) | Grant Date | Full Vest Date | Market Value at 7/31/2025 ($) |
|---|---|---|---|
| 448 | 9/29/2022 | 9/29/2025 | $67,316 |
| 1,678 | 9/29/2023 | 9/29/2026 | $252,136 |
| 3,433 | 9/27/2024 | 9/27/2027 | $515,843 |
Note: Market values use $150.26 closing price on 7/31/2025 .
Scheduled Vesting – SARs (Unexercisable Tranches)
| SARs Unexercisable (#) | Grant Date | Full Vest Date |
|---|---|---|
| 1,561 | 9/29/2022 | 9/29/2025 |
| 5,566 | 9/29/2023 | 9/29/2026 |
| 12,662 | 9/27/2024 | 9/27/2027 |
Option/SAR Expiration and Pricing Snapshot (as of 7/31/2025)
| SARs | Status | Exercise Price ($) | Expiration |
|---|---|---|---|
| 12,662 | Unexercisable | 180.61 | 9/27/2034 |
| Multiple earlier grants | Exercisable | 160.56; 228.04; 286.13; 236.15; 225.26; 351.85; 213.55; 221.89 | Various 2026–2033 |
Note: With the reference stock price $150.26 at 7/31/2025, SAR tranches at $180.61 and above were out-of-the-money on that date .
Equity Ownership & Alignment
- Beneficial ownership: 9,447 shares of MTN common stock; percentage of class is less than 1.0% as of October 14, 2025 .
- Unvested RSUs: 448; 1,678; 3,433 units (market values shown above) .
- SARs outstanding: unexercisable 12,662 at $180.61 (exp. 9/27/2034); earlier SARs with various exercise prices/expirations as detailed above .
- Stock ownership guidelines: Presidents must hold stock equal to 3x base salary; until compliant, must retain at least 75% of net shares from vesting/exercise; all NEOs are in compliance with guidelines .
- Hedging/pledging: Prohibited for directors and senior employees; insider trading policy imposes blackout periods and trading restrictions .
Employment Terms
| Scenario | Cash Severance | Equity Acceleration | Bonus/COBRA | Total Estimated (as of 7/31/2025) |
|---|---|---|---|---|
| Termination without Cause or Resignation for Good Reason | $560,320 | — | — | $560,320 |
| Same following Change in Control (double-trigger mechanics) | $560,320 | $835,295 | $386,621 | $1,782,236 |
Policy framework:
- Executive severance policy: For division presidents, one year base salary for qualifying terminations; following change in control, one year base salary plus most recent bonus; equity accelerates if awards are not assumed or upon termination without cause within 12 months after change in control (double-trigger) .
- Non-compete/non-solicit: Not individually disclosed for Rock; executive severance policy defines “Cause” and “Good Reason” (salary reduction, relocation >50 miles without consent, material diminution of duties) .
- Clawback policy: Company will seek recoupment of incentive compensation upon material restatement, covering both cash and equity awards .
- No pension/SERP; limited perquisites via Perquisite Fund Program; no excise tax gross-ups; no hedging/pledging allowed .
Investment Implications
- Alignment and at-risk pay: Rock’s pay mix is heavily performance-based—MIP tied to Resort Reported EBITDA and multi-year RSU/SAR vesting, with stock ownership requirements and anti-hedging/pledging enhancing alignment with shareholders .
- Near-term vesting cadence: RSU and SAR tranches vest through 2025–2027; SAR tranches granted in FY2025 were out-of-the-money at FY2025 year-end ($150.26 vs $180.61 exercise), moderating near-term sell pressure, with trading governed by blackout rules .
- Severance/change-in-control economics: One-year base salary plus recent bonus and double-trigger equity acceleration suggest moderate retention protections without single-trigger windfalls; potential payout value ~$1.78M under CIC scenario as of FY2025 .
- Execution backdrop: Company-level trends—FY2025 net revenue +2.7%, Resort Reported EBITDA +2.3%, net income +21.2%—provide supportive operating context; however, TSR underperformed the travel/leisure index in FY2025, keeping focus on EBITDA-driven incentives and operational execution in Mountain Division .