Peter Vaughn
VAIL RESORTSAbout Peter A. Vaughn
Independent director since June 2013 (Age 61). Founding and Managing Director of Vaughn Advisory Group, LLC (marketing, brand strategy, organizational effectiveness, executive coaching). Previous roles include Chief Experience Officer at Avenues: The World School (2018–2020) and a 20+ year senior leadership career at American Express spanning global marketing and product leadership. At Vail Resorts, he chairs the Nominating & Governance Committee and serves on the Audit Committee. The Board has affirmatively determined he is independent under NYSE standards. Lead Independent Director of the Board is D. Bruce Sewell. All directors met at least 75% attendance thresholds in FY2025, and all then-serving directors attended the 2024 Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vaughn Advisory Group, LLC | Founding & Managing Director | Current | Advisory services in global marketing, brand/business strategy, org effectiveness, executive coaching |
| Avenues: The World School | Chief Experience Officer | Jul 2018 – Jan 2020 | Executive leadership for a global school network |
| American Express | SVP & Head, International Consumer Products & Marketing | Jan 2013 – Nov 2014 | Led consumer card-issuing/network marketing across >160 countries |
| American Express | Chief Marketing Officer, Global Network Services | 2011 – Jan 2013 | Global network marketing leadership |
| American Express | SVP, Global Brand Management | 2005 – 2011 | Global brand strategy |
| American Express | VP, Marketing – Travelers Cheque & Prepaid | 2002 – 2004 | Product marketing leadership |
| American Express | VP & GM, Lending – Small Business | 2001 | P&L responsibility in SMB lending |
| American Express | VP, Acquisition & Advertising – Small Business | 1999 – 2001 | SMB marketing leadership |
| American Express (Europe) | European Head of Revolving Credit/Lending; International Product Development | 1994 – 1999 | Overseas consumer financial services leadership |
| American Express | Director of Marketing, Consumer Financial Services | 1992 (joined) | Growth marketing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vaughn College of Aeronautics and Technology | Chairman, Board of Trustees | Since Oct 2021 | Higher education governance |
| Public company directorships | — | — | No public company boards disclosed for Vaughn in the proxy biography |
Board Governance
- Current committee assignments: Chair, Nominating & Governance (N&G); Member, Audit. Audit held 4 meetings, Compensation 4, N&G 5, Executive 0 in FY2025; Board held 8 meetings. Each then-serving director attended at least 75% of Board and committee meetings.
- Independence: The Board determined all nominees except the CEO are independent; Vaughn is independent. Lead Independent Director is D. Bruce Sewell; executive sessions of independent directors are held at regular Board meetings.
- N&G mandate: Board composition/refreshment, director recruitment, annual Board/committee/self-evaluations, oversight of sustainability policies and disclosures.
- Stockholder engagement: Company engaged stockholders representing >80% of outstanding shares in FY2025.
- Related-party controls: Written Related Party Transactions Policy; no related party transactions identified during FY2025 and through the proxy date.
Fixed Compensation (Director)
| Component | Amount (FY2025) |
|---|---|
| Board retainer (cash) | $85,000 |
| Audit Committee member fee | $17,500 |
| N&G Committee chair fee | $20,000 |
| Executive Committee fee | — (no fee shown for Vaughn) |
| Total cash fees | $122,500 |
- No per‑meeting fees; director cash fees paid quarterly.
Performance Compensation (Director)
| Equity/Perquisites | Grant/Policy Details | FY2025 Amount |
|---|---|---|
| Annual RSU grant | 1,281 RSUs granted 9/27/2024; 1-year vest; grant-date value per director | $220,316; 1,281 RSUs |
| Options/SARs (director program) | Not part of director compensation in FY2025 | — (none disclosed for directors) |
| Perquisite Fund | Annual allowance usable at company resorts; director policy allowance $40,000/year; unused forfeited | $17,201 used by Vaughn in FY2025 |
| Director stock ownership guidelines | Own ≥ 5x annual cash retainer or ≥ $425,000 within 5 years; selling restricted until met | Policy detail (compliance not disclosed per-director) |
Director compensation totals (FY2025): Cash $122,500; Stock awards $220,316; All other (perqs) $17,201; Total $360,017.
Performance metric framework (context)
- Director equity is time-based RSUs (1-year vest); no director performance metrics disclosed—performance-weighted constructs primarily apply to executives (MIP tied to Resort Reported EBITDA; long-term SARs/RSUs).
Other Directorships & Interlocks
| Company/Institution | Role | Committee Roles | Notes |
|---|---|---|---|
| Vaughn College of Aeronautics and Technology | Chairman, Board of Trustees | — | Non-profit/academic; since Oct 2021 |
| Public company boards | — | — | None disclosed in proxy biography |
Expertise & Qualifications
- Leadership and international experience: senior global marketing and business roles at American Express across U.S. and Europe; executive role at Avenues (global school network).
- Marketing and finance experience: principal of a brand strategy/marketing advisory firm; prior P&L and global brand leadership at American Express.
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (common shares) | 8,784 shares (<1%) |
| Unvested director RSUs as of 7/31/2025 | 1,281 RSUs (each non-employee director) |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy; anti-hedging and anti-pledging reiterated in governance/compensation practices. |
Governance Assessment
- Board effectiveness: Vaughn combines deep marketing/brand strategy expertise with international leadership, chairs the N&G Committee (overseeing board refreshment, evaluations, and sustainability oversight), and serves on Audit (though not designated as an “audit committee financial expert”), positioning him to influence board composition and governance quality.
- Independence and attendance: Independent director; Board reports at least 75% attendance for all directors and robust independent director practices (Lead Independent Director; regular executive sessions).
- Compensation alignment: Director pay blends fixed cash with time-based RSUs (1-year vest), plus a capped resort perquisite allowance; stock ownership guidelines drive alignment though per‑director compliance status is not disclosed.
- Shareholder engagement and say‑on‑pay: Company engaged holders of >80% of outstanding shares in FY2025; prior say‑on‑pay received ~98% support (FY2024), signaling broad investor alignment with compensation and governance frameworks.
- Conflicts/related‑party risk: No related-party transactions disclosed in FY2025; policy exists to vet/approve any such transactions.
RED FLAGS: None identified specific to Vaughn in FY2025 disclosures—no pledging/hedging permitted; no related‑party transactions; attendance thresholds met at the Board level. Monitoring areas include continued oversight quality as N&G chair and maintenance of robust director stock ownership relative to guidelines.