Nadia Rawlinson
VAIL RESORTSAbout Nadia Rawlinson
Nadia N. Rawlinson (age 46) has served as an independent director of Vail Resorts (MTN) since December 2019. She is Co-Owner and Operating Chairman of the WNBA’s Chicago Sky, a Venture Advisor at GV (Alphabet’s venture arm), and previously held senior HR leadership roles at Slack, Live Nation, and Rakuten Americas. She holds a BA from Stanford University and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Slack Technologies | Chief People Officer | Not disclosed | Led HR strategy and future-of-work initiatives |
| Live Nation Entertainment | Chief Human Resources Officer | Jun 2016 – Sep 2020 | Led HR for ~35,000 employees; global HR transformation |
| Rakuten Americas | Chief Human Resources Officer | Not disclosed | HR leadership for large international tech/e-commerce group |
| Groupon | HR/Business leadership roles | Early career | HR and business roles at consumer tech platform |
| American Express | HR/Business leadership roles | Early career | HR and business roles at financial services firm |
| HR/Business roles | Early career | Early-career roles in tech |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Chicago Sky (WNBA) | Co-Owner & Operating Chairman | Current | Leads ownership group, oversees strategy and operations |
| GV (Alphabet) | Venture Advisor | Since Jul 2022 | Advises across consumer, life sciences, enterprise, frontier tech |
| J.Crew Group, Inc. | Director (Compensation Committee member) | Current | Private company; compensation committee member |
| Stanford University | Board of Trustees | Current | University governance and oversight |
Board Governance
- Independence: The Board determined all director nominees except the CEO (Robert Katz) are independent; Rawlinson is independent .
- Committees: Chair, Compensation Committee; not listed on Audit, Nominating & Governance, or Executive Committees .
- Attendance: Board met 8 times in fiscal 2025; each director attended at least 75% of Board and applicable committee meetings . Committee meetings in fiscal 2025: Audit 4; Compensation 4; Nominating & Governance 5; Executive 0 .
- Lead Independent Director: D. Bruce Sewell; executive sessions of independent directors occur after each regularly scheduled quarterly Board meeting, chaired by the LID .
- Ownership/Trading Policies: Stock ownership guidelines apply to non-employee directors; anti-hedging and anti-pledging policies for directors and officers; clawback policy for executive incentives .
- Overboarding Policy: Company maintains limits on number of public company directorships for directors and CEO .
Fixed Compensation
Fiscal 2025 director pay for Rawlinson:
| Component | Amount (USD) | Notes |
|---|---|---|
| Board annual cash retainer | $85,000 | Paid quarterly; no per-meeting fees |
| Compensation Committee Chair fee | $25,000 | Chair premium for committee leadership |
| Total cash fees | $110,000 | Sum of retainer + chair fee |
| Perquisites (resort usage) | $18,567 | Lodging, ski school, discretionary resort spend (incremental cost basis) |
| Total fixed comp (cash + perqs) | $128,567 | Calculated from disclosed items |
Program notes:
- Perquisite Fund Program: $40,000 annual allowance for resort usage; unused funds forfeited at year end .
- No changes to non-employee director compensation program in fiscal 2025 .
Performance Compensation
Director equity awards are time-based RSUs; no performance-condition metrics are used for directors.
| Grant Type | Grant Date | Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (annual) | Sep 27, 2024 | 1,281 | $220,316 | Vest on first anniversary of grant date |
Performance metric table (directors):
| Metric | Weight | Definition | FY2025 Application |
|---|---|---|---|
| Not applicable (time-based RSUs) | N/A | No performance metric; time-vested RSUs | No performance conditions for director equity |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| J.Crew Group, Inc. | Private | Director; Compensation Committee | No disclosed related-party transactions with MTN |
| Chicago Sky (WNBA) | Private sports franchise | Co-Owner & Operating Chairman | Not a disclosed related party to MTN |
| Stanford University | Non-profit | Trustee | Not a disclosed related party to MTN |
Related-party transactions: The company reported no related party transactions in fiscal 2025 and through the proxy filing date .
Expertise & Qualifications
- Human capital leadership: CHRO/CPO roles at Slack, Live Nation, Rakuten; broad HR strategy and organizational scaling expertise .
- Technology and consumer experience: Roles at Groupon and Rakuten (e-commerce/SaaS); exposure to data-driven operations .
- Finance/investment: Venture Advisor at GV; compensation committee experience at J.Crew .
- Education: BA Stanford; MBA Harvard Business School .
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership (shares) | 5,642 |
| Unvested RSUs (as of Jul 31, 2025) | 1,281 |
| Shares outstanding (Oct 14, 2025) | 35,953,208 |
| Ownership % of shares outstanding | ~0.0157% (5,642 / 35,953,208) |
| Hedging/Pledging | Prohibited for directors |
| Director stock ownership guideline | ≥ greater of 5x board retainer or $425,000; within 5 years of appointment; sales restricted until threshold met |
| Compliance status | Not individually disclosed |
Governance Assessment
-
Strengths:
- Independent director chairing the Compensation Committee; full committee independence .
- Clear oversight processes: independent compensation consultant (Aon); independence assessed; low non-comp services; no conflicts noted .
- Robust governance policies: anti-hedging/pledging, clawback, ownership guidelines, majority voting, executive sessions led by LID .
- No related party transactions reported; no Section 16(a) issues noted for Rawlinson .
-
Risks/Watch items:
- Perquisite usage ($18,567) is within program limits but should be monitored for optics versus shareholder alignment, especially if usage trends increase year over year .
- External time commitments (Chicago Sky, GV, J.Crew, Stanford) could raise overboarding concerns in aggregate; mitigated by the Company’s overboarding policy and lack of disclosed attendance shortfalls (≥75% threshold achieved) .
- Exact compliance with director ownership guidelines for Rawlinson not disclosed; monitor progress toward 5-year guideline threshold .
-
Shareholder sentiment:
- Say-on-pay approval ~98% at 2024 annual meeting, indicating strong support for compensation governance framework overseen by the Compensation Committee .
- Extensive investor engagement (80%+ of outstanding shares) and continuing transparency practices support confidence .
RED FLAGS to monitor:
- Any future related-party transactions involving her external entities (Chicago Sky, GV portfolio companies, J.Crew) would be a conflict risk; current disclosure is clean .
- Evidence of hedging/pledging would be a violation of policy; none disclosed .
- Declining attendance or material increase in guaranteed compensation/perquisites for directors without rationale would be shareholder-unfriendly; none disclosed for FY2025 .