Julie DeCecco
VAIL RESORTSAbout Julie DeCecco
Julie A. DeCecco (age 53) serves as Executive Vice President, General Counsel, Secretary (since Feb 2024) and Chief Public Affairs Officer (since Oct 2024), overseeing legal, governance, compliance, internal audit, EHS, government/community relations, real estate, sustainability, and EpicPromise; she joined Vail Resorts in 2017 and was promoted to Deputy General Counsel in 2018 . She holds a JD from the University of Colorado Boulder and a BA from the University of California San Diego; prior roles include DaVita (VP, Associate GC) and Oracle/Sun Microsystems (Director, Associate GC) . Company performance context for fiscal 2025: net revenue $2,964.3 million, net income $280.0 million, Resort Reported EBITDA $844.1 million; 2025 pay-versus-performance TSR value of initial $100 investment was $90.74 (vs. peer index $208.75) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Vail Resorts | Associate General Counsel | 2017–2018 | Supported mountain division growth and legal integration of 30 resort acquisitions; led legal support for pass portfolio and advance commitment strategies; responsible for corporate governance . |
| Vail Resorts | Deputy General Counsel | 2018–Feb 2024 | Continued leadership of acquisitions/legal integration and governance; oversaw community relations (2018–2022) . |
| Vail Resorts | EVP, General Counsel & Secretary | Feb 2024–present | Oversight of legal, governance, compliance, internal audit, EHS . |
| Vail Resorts | Chief Public Affairs Officer | Oct 2024–present | Oversight of government/community relations, real estate, sustainability, EpicPromise . |
External Roles
- No public company board roles or external directorships disclosed for Ms. DeCecco .
Fixed Compensation
| Item | Fiscal 2025 Value |
|---|---|
| Approved base salary | $564,000 |
| Target bonus (% of base) | 50% |
| Actual MIP (bonus) paid (FY2025) | $259,440 (92% funding × target; individual modifier 100%) |
| All other compensation | $18,090 (401k $12,083; life insurance $900; disability $5,107; no reportable perquisites) |
| Executive Perquisite Fund Program allowance | $40,000 per year for EVPs (amounts used under $10,000 not reported) |
Performance Compensation
Annual Incentive (MIP)
| Metric | Weighting | FY2025 Target | FY2025 Actual/Performance | Funding/Payout | Notes |
|---|---|---|---|---|---|
| Resort Reported EBITDA (Mountain+Lodging) | 100% corporate funding; individual modifier 0–130% (CEO excluded) | $866.0 million | 99.20% of target; funding level 92.00% | Julie’s payout $259,440 (282,000 target × 92% × 100% individual) | Thresholds table (80%→15%, 100%→100%, 120%→200%) . |
Equity Awards (Time-based RSUs and SARs)
| Grant type | Grant date | Shares/Units | Exercise price | Grant-date fair value | Vesting schedule |
|---|---|---|---|---|---|
| RSUs | 9/27/2024 | 1,758 | n/a | $286,855 | 3 equal annual installments starting 1st anniversary |
| SARs | 9/27/2024 | 6,482 | $180.61 | $286,855 | 3 equal annual installments starting 1st anniversary |
| RSUs (supplemental) | 11/1/2024 | 318 | n/a | $47,145 | 3 equal annual installments starting 1st anniversary |
| SARs (supplemental) | 11/1/2024 | 1,160 | $165.79 | $47,145 | 3 equal annual installments starting 1st anniversary |
| Total FY2025 granted | 2024–2025 combined | RSUs 2,076; SARs 7,642 | mixed | RSUs $334,000; SARs $334,000 | 3-year ratable vest |
- Instruments: RSUs and SARs only (no PSUs); SARs have value only above exercise price; no repricing without shareholder approval .
- Design: Grants occur post-earnings release; no timing around MNPI; SARs exercise price ≥ closing price (Premium SARs used for CEOs, not for Ms. DeCecco) .
Equity Ownership & Alignment
Beneficial Ownership (as of Oct 14, 2025)
| Holder | Shares | % of class |
|---|---|---|
| Julie A. DeCecco | 1,649 | Less than 1.0% |
Unvested RSUs (as of Jul 31, 2025)
| Grant date | Unvested units | Market value (@$150.26) | Full vest date |
|---|---|---|---|
| 9/29/2022 | 309 | $46,430 | |
| 9/29/2023 | 805 | $120,959 | |
| 5/1/2024 | 146 | $21,938 | |
| 9/27/2024 | 1,758 | $264,157 | |
| 11/1/2024 | 318 | $47,783 |
Unexercisable SARs (as of Jul 31, 2025)
| Exercise price | Unexercisable SARs | Grant date | Full vest date | Expiration |
|---|---|---|---|---|
| $213.55 | 779 | 9/29/2022 | 9/29/2025 | 9/29/2032 |
| $221.89 | 1,472 | 9/29/2023 | 9/29/2026 | 9/29/2033 |
| $191.17 | 589 | 5/1/2024 | 5/1/2027 | 5/1/2034 |
| $180.61 | 6,482 | 9/27/2024 | 9/27/2027 | 9/27/2034 |
| $165.79 | 1,160 | 11/1/2024 | 11/1/2027 | 11/1/2034 |
Exercisable SARs (as of Jul 31, 2025)
| Exercise price | Exercisable SARs | Expiration |
|---|---|---|
| $286.13 | 774 | 9/27/2028 |
| $236.15 | 445 | 9/25/2029 |
| $225.26 | 991 | 9/25/2030 |
| $325.16 | 446 | 5/1/2031 |
| $351.85 | 1,262 | 9/24/2031 |
| $213.55 | 1,558 | 9/29/2032 |
| $221.89 | 736 | 9/29/2033 |
| $191.17 | 294 | 5/1/2034 |
- Stock ownership guidelines: EVPs must hold 2× base salary; retain at least 75% of net shares until compliance; all NEOs are in compliance (no pledging/hedging permitted) .
- Insider transactions: Form 4 filed one day late on Nov 6, 2024 for the 11/1/2024 RSU (318) and SAR (1,160) grants (administrative oversight) .
- 2025 vesting/sales activity: RSUs vested 1,027 shares ($184,398); no SAR exercises reported for Ms. DeCecco in 2025 .
Employment Terms
| Provision | Terms |
|---|---|
| Severance policy coverage | Applies to Ms. DeCecco (executive severance policy) . |
| Termination without cause (no change in control) | One year base salary ($564,000) . |
| Change-in-control cash severance | One year base salary plus most recent bonus; equity acceleration if awards not assumed or upon termination without cause within 12 months post-CoC (double-trigger) . |
| Estimated CoC scenario (as of 7/31/2025) | Total $1,324,707 (base $564,000; MIP $259,440; SAR/RSU acceleration $501,267) . |
| Clawback policy | Recoupment of incentive comp (cash and equity) for material restatements; 3-year lookback; applies to current/former executives . |
| Insider trading policy | Prohibits short sales, hedging, derivative trading, and pledging/margin accounts; blackout restrictions for insiders . |
Compensation Structure Notes
- Mix and at-risk pay: Significant equity-based incentives (RSUs/SARs) vesting over 3 years; no pension/SERP; no excise tax gross-ups; no single-trigger CoC payments; no equity repricing .
- Peer group and benchmarking: Leisure/travel/gaming/hospitality peers (e.g., Hyatt, Wyndham, Wynn, Six Flags); market reference within median range, not fixed percentile .
- Say-on-pay support: 98% approval at Dec 5, 2024 annual meeting .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited for executives (alignment positive) .
- Equity acceleration: Double-trigger only (award not assumed or termination within 12 months post-CoC), reducing single-trigger risk .
- Section 16 compliance: One Form 4 filed one day late (Nov 6, 2024) for standard grants; administrative oversight disclosed .
- Related party transactions: None during fiscal 2025 .
- Tax gross-ups: None on perquisites (except standard relocation); no excise tax gross-ups .
- No pension/SERP; no equity repricing .
Performance Compensation Detail (FY2025)
| Metric | Weighting | Target | Actual | Payout mechanics | Julie’s payout |
|---|---|---|---|---|---|
| Resort Reported EBITDA | 100% | $866.0m | 99.20% of target (funding 92.00%) | Threshold→max slope; individual modifier 0–130% (Julie 100%) | $259,440 |
Equity Grant Detail (FY2025)
| Grant | Date | Units | Price | Value | Vest schedule |
|---|---|---|---|---|---|
| RSU | 9/27/2024 | 1,758 | n/a | $286,855 | 3 equal annual installments starting 9/27/2025 |
| SAR | 9/27/2024 | 6,482 | $180.61 | $286,855 | 3 equal annual installments starting 9/27/2025 |
| RSU (supp.) | 11/1/2024 | 318 | n/a | $47,145 | 3 equal annual installments starting 11/1/2025 |
| SAR (supp.) | 11/1/2024 | 1,160 | $165.79 | $47,145 | 3 equal annual installments starting 11/1/2025 |
Investment Implications
- Alignment and retention: Strong alignment via stock ownership guidelines (EVP 2× salary) with mandatory 75% net-share retention until compliant; hedging/pledging bans reduce misalignment risk. Multi-year vesting on RSUs/SARs supports retention; FY2025 vest schedules suggest incremental vesting and potential periodic sales for tax liquidity rather than large discretionary selling .
- Selling pressure: No 2025 SAR exercises and modest RSU vesting (1,027 shares) point to limited near-term insider selling pressure; upcoming 2022–2024 grant tranches will vest through 2027, but double-trigger CoC terms and no repricing mitigate adverse incentives .
- Change-in-control economics: For EVPs, one year salary plus most recent bonus and equity acceleration (subject to assumption/termination conditions) creates moderate CoC cash outlay and potential equity overhang; Julie’s modeled CoC package ~$1.32 million as of 7/31/2025 .
- Pay-for-performance linkage: Cash bonus keyed to Resort Reported EBITDA with rigorous funding curve; individual performance modifier provides differentiation; reliance on time-based equity (no PSUs) lowers performance leverage vs. TSR-based awards, but SARs still require appreciation above strike .