Reginald Chambers
VAIL RESORTSAbout Reginald Chambers
Reginald Chambers (age 49) is an Independent Director of Vail Resorts, Inc. (MTN) and serves as Chair of the Audit Committee. He joined the Board in March 2024 and is designated an “audit committee financial expert”; his primary occupation is Executive Vice President, Business Operations, at TIAA (Teachers Insurance and Annuity Association of America) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TIAA | Executive Vice President, Business Operations | Sep 2023–present | Senior leadership/operator at large financial services firm |
| TIAA | Chief Transformation Officer | Sep 2023–Nov 2024 | Oversaw enterprise transformation |
| JPMorgan Chase & Co. | CFO & Head of Strategy, Commercial Banking; earlier Head of Investor Relations; other senior roles | May 2017–Sep 2023 | Finance, strategy, capital markets communication |
| McKinsey & Company | Strategy & Corporate Finance practice | 2013–2017 | Corporate finance advisory |
| White House National Economic Council | White House Fellow (appointed by President Obama) | 2011–2012 | Public policy exposure |
| 3i Group plc | Head of North American Infrastructure (Investor) | 2008–2011 | Private equity investing |
| Citigroup Inc. | Vice President, Global Energy Group (Investment Banking) | 2006–2008 | Capital markets/M&A |
| Simpson Thacher & Bartlett LLP | Corporate Lawyer | 2002–2006 | International corporate law |
| Uría Menéndez Abogados, S.L.P. (Madrid) | Corporate Lawyer | 2001–2002 | International corporate law |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TIAA | Executive Vice President, Business Operations | Sep 2023–present | Current executive role; non-MTN employment |
Board Governance
- Committee assignments: Audit Committee Chair (and financial expert). Other committee memberships are not assigned to him in the proxy snapshot .
- Audit Committee composition and independence: Members (until the Annual Meeting) include Messrs. Chambers (Chair), Redmond, Sewell, Sorte, and Vaughn; all members are independent under NYSE/SEC rules; Chambers, Redmond, Sorte, and Sewell are designated “audit committee financial experts.” Audit held 4 meetings in fiscal 2025 .
- Board attendance: The Board held 8 meetings in fiscal 2025; each then‑serving director attended at least 75% of Board and applicable committee meetings .
- Committee meeting cadence (FY25): Audit 4; Compensation 4; Nominating & Governance 5; Executive 0 .
- Scope of Audit oversight: external auditor appointment/fees, financial statements and MD&A review, internal audit plan and ICFR, related party transaction review, risk oversight including cybersecurity, complaint procedures, and annual SEC report preparation .
Fixed Compensation (Director; Fiscal 2025)
| Component | Amount (USD) |
|---|---|
| Board service retainer | $85,000 |
| Audit Committee service (Chair/member fees actually paid) | $20,416 |
| All other compensation | — |
| Total cash fees paid | $105,416 |
Program reference (annual rates): Board member $85,000; Audit Chair $35,000; Audit member $17,500; Compensation Chair $25,000/member $12,500; N&G Chair $20,000/member $10,000; Lead Independent Director $40,000; Executive Committee $10,000 (paid quarterly; no per‑meeting fees) .
Perquisites: Non‑employee directors are eligible for a $40,000 annual allowance for lodging/ski school/discretionary spend at company resorts; in FY25, “All Other Compensation” for Mr. Chambers was “—” (below reporting threshold). A separate $4,000 charitable package program is available per director per year .
Performance Compensation (Director Equity; Fiscal 2025)
| Grant Date | Instrument | Shares/Units | Grant‑Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| Sep 27, 2024 | RSUs | 1,281 | $220,316 | Vests on first anniversary of grant date (1‑year) |
Additional disclosure: As of July 31, 2025, each director held 1,281 unvested RSUs from the FY25 grant .
Performance metrics: Director equity consists of time‑based RSUs; no performance metrics are disclosed for director equity awards .
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| None disclosed | — | — | The biography lists business experience and qualifications but does not disclose other public company directorships . |
Expertise & Qualifications
- Finance and leadership: Senior executive at TIAA; prior CFO & Head of Strategy for JPMorgan’s Commercial Banking; former Head of Investor Relations at JPMorgan .
- Capital markets and investing: Former private equity investor at 3i; investment banking VP at Citigroup .
- Policy and governance: White House Fellow at NEC; extensive international legal and advisory background (Simpson Thacher; Uría Menéndez; McKinsey) .
- Audit Committee Financial Expert designation under SEC rules .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Percent of Class | Unvested RSUs (as of 7/31/25) | Ownership Guidelines | Hedging/Pledging |
|---|---|---|---|---|---|
| Reginald Chambers | 1,845 | * (<1.0%) | 1,281 | Non‑employee directors must own ≥ the greater of 5x annual cash retainer or $425,000 within 5 years; sales restricted until threshold met | Company policy prohibits hedging and pledging; additional trading restrictions apply to directors |
Notes: Percentages based on 35,953,208 shares outstanding as of Oct 14, 2025; “*” denotes less than 1% .
Governance Assessment
- Strengths: Independent audit chair with deep finance, strategy, and capital markets experience; designated audit committee financial expert; Audit Committee independence affirmed; active oversight scope includes cybersecurity and related‑party transaction review—factors supportive of investor confidence .
- Alignment: Majority of FY25 director compensation for Mr. Chambers delivered in RSUs with a one‑year vest; beneficial ownership disclosed; robust director stock ownership guidelines; hedging/pledging prohibited .
- Engagement: Board held 8 meetings; Audit held 4; all then‑serving directors met the ≥75% attendance threshold, indicating baseline engagement .
- Watch‑items: As Audit Chair while holding a demanding external executive role (EVP, TIAA), monitor time‑commitment and continued meeting attendance as responsibilities evolve; the cash amount paid for Audit Committee service in FY25 ($20,416) versus the annual chair retainer ($35,000) suggests partial‑year effects—continue to track stability of committee leadership and workload allocation .