Hilary Schneider

About Hilary Schneider

Hilary Schneider (age 64) is an independent director of Vail Resorts, Inc. (MTN), serving since March 2010. She is a former CEO and Chair of Shutterfly and holds extensive leadership roles across consumer technology and digital media; at MTN she currently serves on the Compensation Committee. Her background includes chief executive roles at LifeLock and Wag!, senior leadership at Yahoo!, and prior operating roles in media, giving her deep experience in marketing, technology, and consumer engagement .

Past Roles

External Roles

Board Governance

• Independence: Schneider is “independent” under NYSE standards; all nominees are independent except CEO Robert Katz .
• Committee assignments: Member, Compensation Committee (Chair: Nadia N. Rawlinson). Schneider is not on Audit, Nominating & Governance, or Executive Committees .
• Board/committee meetings: FY2025 Board held 8 meetings; Audit 4, Compensation 4, Nominating & Governance 5, Executive 0. All directors attended at least 75% of Board and respective committee meetings .
• Executive sessions: Non-management directors meet in executive session after each regularly scheduled quarterly Board meeting; led by the Lead Independent Director (D. Bruce Sewell) .
• Governance policies: Majority voting and resignation policy; overboarding limits; anti-hedging and anti-pledging; clawback for executives; director stock ownership guidelines .

Fixed Compensation (Director)

Notes:

• MTN’s perquisite fund program provides each non-employee director an annual allowance of $40,000 for lodging, ski school, and discretionary spend at company resorts; unused funds are forfeited annually .

Performance Compensation (Director)

• As of July 31, 2025, each director held 1,281 unvested RSUs from the FY2025 grant .
• MTN does not grant stock options to non-employee directors; equity compensation is delivered as RSUs with time-based vesting .

Other Directorships & Interlocks

• Related-party transactions: None reported for FY2025, per MTN’s Related Party Transactions Policy review .

Expertise & Qualifications

• Leadership: Chief executive experience at Shutterfly, LifeLock, Wag!; executive leadership at Yahoo! .
• Technology/Marketing: Extensive operating experience in consumer tech, SaaS engagement platforms, and digital media .
• Governance: Public company board experience (Getty Images, DigitalOcean, Sleep Number); aligns with MTN’s emphasis on marketing/technology expertise .

Equity Ownership

• Ownership guideline compliance for individual directors is not disclosed; directors may not sell shares until guidelines are met (with limited exceptions) .

Compensation Committee Analysis

• Membership: Schneider serves on the Compensation Committee; Chair is Nadia N. Rawlinson; members include Susan L. Decker, Iris Knobloch, Michele Romanow, and Hilary Schneider. All are independent and qualify as non-employee directors under Rule 16b-3 .
• Independent consultant: Aon Human Capital Solutions engaged as the committee’s independent consultant; paid $179,000 in FY2025 for executive/director compensation advisory. Aon and affiliates provided other services ($146,000), but the committee assessed and concluded no conflicts of interest .
• Practices: Annual risk assessments; stock ownership guidelines; no hedging/pledging; no option repricing; no excise tax gross-ups; change-in-control requires double trigger; strong at-risk pay emphasis for executives .
• Peer group (FY2025 reference for executive comp benchmarking): Boyd Gaming, Choice Hotels, Churchill Downs, Hilton Grand Vacations, Hyatt Hotels, Marriott Vacations Worldwide, Norwegian Cruise Line, PENN Entertainment, Red Rock Resorts, Six Flags, Travel + Leisure, United Parks & Resorts, Wyndham Hotels, Wynn Resorts; Royal Caribbean removed; United Parks added .

Say-on-Pay & Shareholder Feedback

• Result: ~98% support for MTN’s executive compensation program at the 2024 annual meeting, which the committee considered in maintaining program design .
• Director election support for Schneider (Dec 5, 2024): For 32,706,726; Against 308,455; Abstain 498,403; Broker Non-Votes 1,937,541 .

Governance Assessment

• Strengths:

  • Independent director; Compensation Committee member with relevant technology/marketing background .
  • Strong governance frameworks: majority voting; anti-hedging/pledging; clawback; double-trigger CIC; stock ownership guidelines .
  • Board engagement: at least 75% attendance; regular executive sessions led by Lead Independent Director .
  • Director equity aligns incentives via annual RSUs; meaningful equity component in total director pay ($220,316 RSUs vs $97,500 cash, FY2025) .

• Watch items / potential red flags:

  • Perquisite Fund usage ($23,130 in FY2025) is disclosed; while standard at MTN, continued monitoring of perqs relative to shareholder expectations is prudent .
  • Multiple external public boards (Getty Images, DigitalOcean, Sleep Number); MTN has an overboarding policy, but individual compliance is not disclosed—monitor workload and potential information interlocks; no related-party transactions reported .
  • Individual compliance with director stock ownership guidelines not disclosed; enforcement constraints include ban on share sales until thresholds are met .

• Conflicts and related-party exposure: None reported for FY2025 under MTN’s policy and questionnaire procedures .

Overall, Schneider’s profile supports board effectiveness in marketing/technology and consumer experience, with standard MTN alignment mechanisms (equity RSUs, ownership guidelines, hedging/pledging prohibitions) and no disclosed conflicts or attendance concerns .