Michele Romanow
VAIL RESORTSAbout Michele Romanow
Independent director since October 2016; age 40. Partner at Athena North (since Feb 2024) and Co‑Founder/Executive Chairman of Clearco (transitioned from CEO in Jan 2023). Prior roles include Senior Marketing Executive at Groupon (Jun 2014–Mar 2016), founder of Buytopia.ca (Feb 2011), and Director of Corporate Strategy & Business Improvement at Sears Canada. Education: BS in Engineering and MBA from Queen’s University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Groupon (Snap by Groupon) | Senior Marketing Executive | Jun 2014–Mar 2016 | Led marketing for coupon/commerce platform |
| Buytopia.ca | Co‑Founder/Partner | Since Feb 2011 | Built Canadian e‑commerce leader |
| Sears Canada | Director, Corporate Strategy & Business Improvement | Prior to 2011 | Corporate strategy and business improvement |
| Whistler Blackcomb | Director (prior to MTN acquisition) | Pre‑Oct 2016 | Board experience in mountain resorts; company acquired by Vail Resorts |
| Freshii Inc. | Director (prior) | Not disclosed | Public company board exposure |
| BBTV Holdings Inc. | Director (prior) | Not disclosed | Public company media/technology board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Athena North | Partner | Since Feb 2024 | Venture capital investing |
| Clearco | Executive Chairman | Since Jan 2023 | Co‑Founder; previously CEO |
| Queen’s University School of Business | Advisory Board Member | Current | Academic advisory role |
No current public company directorships disclosed in 2025 proxy; prior public board roles include Freshii and BBTV .
Board Governance
- Independence: Independent director; sits on Compensation Committee (member, not chair) .
- Committee assignments and meeting cadence (FY2025): Audit 4 meetings, Compensation 4, Nominating & Governance 5, Executive 0; Romanow is on Compensation Committee .
- Attendance: “Each of our then‑serving directors attended at least 75%” of Board and applicable committee meetings in FY2025 and FY2024 .
- Executive sessions: Held after each quarterly Board meeting, led by Lead Independent Director (D. Bruce Sewell) .
| Committee | Role | FY2025 Meetings |
|---|---|---|
| Compensation Committee | Member | 4 |
| Board of Directors | Director | 8 Board meetings; ≥75% attendance for all directors |
Governance policies relevant to directors:
- Majority voting and resignation policy in uncontested elections .
- Anti‑hedging and anti‑pledging policy for directors/executives .
- Related party transactions: None during FY2025; oversight via Audit Committee policy .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Cash Fees – Total ($) | $95,564 | $97,500 |
| Board Cash Retainer ($) | $83,451 | $85,000 |
| Compensation Committee Member Fee ($) | $12,113 | $12,500 |
| Perquisites/Other ($) | $13,455 | — |
| Total Cash + Perqs ($) | $109,019 | $97,500 |
Program design and standard rates (current):
- Board retainer: $85,000; Compensation Committee member: $12,500; Chair: $25,000; Audit member: $17,500; Audit Chair: $35,000; N&G member: $10,000; N&G Chair: $20,000; Lead Independent Director: $40,000; Executive Committee: $10,000 .
Performance Compensation
| Equity Award | Grant Date | Units (#) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Annual RSUs | Sep 29, 2023 | 1,031 | $220,139 | 1‑year (vest on first anniversary) |
| Annual RSUs | Sep 27, 2024 | 1,281 | $220,316 | 1‑year (vest on first anniversary) |
- Design: Non‑employee directors receive time‑based RSUs (no performance conditions), vesting after one year .
- As of Jul 31, 2025, each director held 1,281 unvested RSUs (reflecting the 2024 grant) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee Interlocks | None in FY2024: no executive officer of Vail served on another company’s comp committee or board with reciprocal relationships; no member of Vail’s Compensation Committee has been a Vail executive . |
| Network links | Clearco board includes D. Bruce Sewell (Lead Independent Director at MTN), and Romanow is Executive Chairman of Clearco; no related party transactions at Vail in FY2025 . |
Expertise & Qualifications
- Technology, marketing, and digital commerce: co‑founded tech businesses; senior marketing leadership at Groupon .
- Venture investing and scaling online brands via Clearco .
- Governance: multi‑year service on MTN’s Compensation Committee .
Equity Ownership
| Metric | 2016 (Form 3) | FY2024 Record Date (Oct 8, 2024) | FY2025 Record Date (Oct 14, 2025) |
|---|---|---|---|
| Beneficially Owned Shares (#) | 291 | 7,054 | 8,290 |
| Shares Outstanding (#) | — | 37,462,464 | 35,953,208 |
| Ownership % of Outstanding | — | ~0.0188% (calc. from 7,054/37,462,464) | ~0.0230% (calc. from 8,290/35,953,208) |
| Unvested RSUs at FYE | — | 1,031 | 1,281 |
Ownership alignment policies:
- Director stock ownership guideline: Greater of 5x annual Board cash retainer or $425,000 in value within five years of Board appointment; sales restricted until guideline met .
- Anti‑hedging and anti‑pledging: Prohibited for directors .
Governance Assessment
- Committee assignments and independence: Romanow is independent and serves on the Compensation Committee; committee comprised entirely of independent directors . This supports robust oversight of pay and human capital strategy.
- Attendance and engagement: Board reports ≥75% attendance for all directors and regular executive sessions; positive signal for engagement .
- Director pay and alignment: Balanced cash retainer plus annual RSUs; RSUs vest in one year, promoting short‑term alignment. Perquisite usage declined to zero in FY2025 from $13,455 in FY2024; overall director equity value stable (~$220k) .
- Ownership: Incremental increase in beneficial ownership from 7,054 to 8,290 shares yoy; continued accumulation supports alignment, albeit a small percentage of outstanding shares .
- Conflicts and related party: No related party transactions disclosed in FY2025; anti‑hedging/pledging mitigates alignment risks. Note: network linkage via Clearco with another MTN director; currently no transactions with Vail disclosed .
- External signals: Strong say‑on‑pay support (Dec 5, 2024: ~98% approval), indicating investor confidence in MTN’s comp oversight during Romanow’s committee tenure and detailed vote counts .
Red Flags
- None disclosed: no related party transactions, no hedging/pledging, and no delinquent Section 16 reports noted for Romanow; perquisites within program and fell to zero in FY2025 .
Compensation Committee Practices
- Independent consultant (Aon) engaged; independence assessed, with limited additional services to MTN and clear separation of advisory personnel; fees ~$179k (FY2025) .
- Annual risk assessment of compensation; clawback policy for executives; strong governance features (no excise gross‑ups, no single‑trigger CIC, no equity repricing) .
Say‑on‑Pay & Shareholder Feedback
- Advisory vote (Dec 5, 2024): For 32,916,634; Against 565,177; Abstentions 31,773; strong support (>98%) and proxy summary confirms ~98% support .
- Ongoing engagement: Company engaged with holders representing >80% of shares in FY2025 .
Director Compensation Summary (Romanow)
| Component | FY2024 | FY2025 |
|---|---|---|
| Cash Fees ($) | $95,564 | $97,500 |
| Stock Awards ($) | $220,139 | $220,316 |
| All Other Comp ($) | $13,455 | — |
| Total ($) | $329,158 | $317,816 |
Related Party Transactions
- None reported for FY2025; policy requires Audit Committee review/approval for transactions >$120,000 with related persons .
Compensation Structure Analysis
- Mix stable with cash retainer modestly up (+$1,936) and equity grant roughly flat yoy; decline in perquisite usage in FY2025 (to zero) reduces non‑core compensation .
- No option awards; director equity is solely annual RSUs with one‑year vesting .
Equity Grant Detail and Vesting
| Year | RSUs Granted (#) | Grant Date | Vesting | Fair Value ($) |
|---|---|---|---|---|
| FY2024 | 1,031 | Sep 29, 2023 | Vest on first anniversary | $220,139 |
| FY2025 | 1,281 | Sep 27, 2024 | Vest on first anniversary | $220,316 |
Employment & Contracts
- Not applicable to non‑employee directors; no employment contract disclosures for Romanow.
Performance & Track Record
- Board oversight period includes strong institutional support for pay (say‑on‑pay ~98% in 2024) and governance enhancements (director ownership guideline updated to $425k threshold) .
Governance Assessment
Romanow brings relevant technology and growth‑equity expertise to MTN’s Compensation Committee. Independence, attendance, and absence of related‑party transactions support investor confidence. Equity ownership is growing but remains a small percentage of outstanding shares; adherence to anti‑hedging/pledging and director ownership guidelines mitigates alignment risk. No material conflicts disclosed; network linkage via Clearco warrants monitoring, but current filings report no related transactions. Overall, governance signals are constructive with strong say‑on‑pay outcomes and disciplined committee practices .