John Sorte

About John F. Sorte

John F. Sorte is a long-tenured independent director of Vail Resorts (MTN), having served on the Board since January 1993; he informed the Board he will not stand for reelection at the December 2025 Annual Meeting. He is Executive Chairman and a co-founder (2001) of merchant bank Morgan Joseph TriArtisan Group, and previously held senior leadership roles at Drexel Burnham Lambert, including Co‑Head of Investment Banking and CEO/Director. He qualifies as an “audit committee financial expert” under SEC rules and served in multiple committee roles, including past Audit Chair; in the 2025 proxy he is listed as serving on the Audit, Nominating & Governance, and Executive Committees until the Annual Meeting as an independent director. The 2024 proxy lists his age as 77 and background in finance and international advisory; the 2025 proxy confirms his independence and committee service through year‑end.

Past Roles

External Roles

Board Governance

• Independence and leadership
  • Independent director; MTN states all Audit, Compensation, and Nominating & Governance Committee members are independent; Audit members (including Mr. Sorte) qualify as audit committee financial experts. Lead Independent Director is D. Bruce Sewell.
• Committee assignments (FY25; through Annual Meeting)
  • Audit Committee member (formerly Chair in FY24); Nominating & Governance Committee member; Executive Committee member, serving until the 2025 Annual Meeting.
• Meetings and attendance
  • FY25: Board held 8 meetings; each then‑serving director attended at least 75% of Board and relevant committee meetings. FY24: Board held 4 meetings; each director attended at least 75%. Executive sessions of non‑management directors occur after each quarterly Board meeting (chaired by the Lead Director).
• Risk oversight and audit quality
  • Audit Committee oversees ICFR, external auditor independence, cyber risk, and related‑party transaction approvals; FY25 Audit Committee met 4 times and recommended inclusion of audited financials in the 10‑K.

Fixed Compensation

• Program structure: Annual cash retainer ($85,000) with additional fees for leadership and committee roles; no per‑meeting fees. FY25 fee schedule unchanged vs prior year.

• Perquisites: Director Perquisite Fund Program allows up to $40,000 annually for lodging, ski school, and on‑property spending (forfeited if unused); Mr. Sorte’s reported personal‑use perquisites were $10,700 (FY24) and $11,660 (FY25).

Performance Compensation

• Director equity: Annual time‑based RSU grant; vests on the first anniversary; no performance metrics for non‑employee directors.

• Stock awards as reported in Director Compensation Table:
  • FY2024: $220,139; FY2025: $220,316.

Other Directorships & Interlocks

• Current/other boards disclosed: Shorts International Ltd.; prior roles at Autotote Corp. and Westpoint Stevens Inc. No MTN‑reported related‑party transactions or disclosed compensation committee interlocks involving Mr. Sorte.

Expertise & Qualifications

• Capital markets and leadership: Executive Chairman of a merchant bank; former President of New Street Advisors; prior Co‑Head of Investment Banking and CEO/Director at Drexel Burnham Lambert.
• Financial oversight: Designated Audit Committee Financial Expert at MTN.
• International exposure: Finance/investment roles with international scope.

Equity Ownership

Notes:

• Beneficial ownership table (Oct 14, 2025): 46,392 shares (percent of class marked “*” <1%).
• Each director held 1,281 unvested RSUs as of July 31, 2025.

Alignment and trading policies:

• Director stock ownership guidelines: ≥5x annual cash retainer or $425,000 within five years; sales restricted until threshold met.
• Anti‑hedging and anti‑pledging: Directors prohibited from hedging and pledging Company stock; additional trading restrictions under Insider Trading Policy.
• Section 16 compliance: Company reports timely filings for FY2025, with one immaterial late Form 4 by another officer; no issues noted for Mr. Sorte.

Governance Assessment

• Strengths

  • Deep financial acumen and designated Audit Committee Financial Expert; prior service as Audit Chair supports strong oversight of ICFR, auditor independence, and cyber risk governance.
  • Active committee engagement (Audit, N&G, Executive) and independence; Board reports ≥75% attendance for all directors in FY2025.
  • Ownership and alignment mechanisms: meaningful director equity grants; stringent ownership guidelines; explicit prohibitions on hedging/pledging.
  • No related‑party transactions reported for FY2025.

• Watch items / potential red flags

  • Very long tenure (director since 1993) can raise independence/perceived “entrenchment” concerns in some governance frameworks, though MTN maintains annual elections and majority vote/resignation policies.
  • Director perquisite program ($40,000 allowance) may draw investor scrutiny; Mr. Sorte’s reported usage was modest ($11,660 in FY2025).
  • Transition risk: Mr. Sorte’s planned departure at the 2025 Annual Meeting removes an experienced audit leader; MTN has already rotated committee leadership (Audit Chair now Reginald Chambers) and plans N&G backfill.

• Overall view

  • Mr. Sorte brings extensive capital markets and audit oversight expertise and has maintained independence and engagement standards. Policy safeguards (ownership, anti‑hedging/pledging, majority voting) and absence of related‑party transactions underpin investor alignment, while his departure represents a planned refresh that the Board is addressing via committee succession.