Robert Katz
VAIL RESORTSAbout Robert Katz
Robert A. Katz, 58, is Chairperson and Chief Executive Officer of Vail Resorts (reappointed CEO effective May 22, 2025). He previously served as CEO from 2006–2021 and Executive Chair from Nov 2021–May 2025; he has been a director since 1996 and was Lead Independent Director from 2003–2006, with early career roots at Apollo Management since its 1990 founding . Fiscal 2025 performance improved modestly: net revenue rose 2.7% to $2,964.3 million, Resort Reported EBITDA increased 2.3% to $844.1 million, and net income grew 21.2% to $280.0 million; TSR (from a fixed 2020 base) stood at 90.74 for 2025, and the company repurchased ~$270 million of shares (~4.5% of shares outstanding at FY start) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Vail Resorts | Chairperson & CEO | May 2025–Present | Re-accelerating guest engagement, lift ticket visitation, and data-driven marketing; established multi-year strategy and reinforced cost/transformation plan . |
| Vail Resorts | Executive Chairperson | Nov 2021–May 2025 | Oversight of strategy/leadership transition; continued board leadership . |
| Vail Resorts | CEO | 2006–Nov 2021 | Led innovation, global branding and strategy, and consistent performance through industry cycles . |
| Vail Resorts | Chairperson of the Board | Mar 2009–Nov 2021; again from May 2025 | Board leadership and oversight; current combined Chair/CEO structure with Lead Independent Director . |
| Vail Resorts | Lead Independent Director | 2003–2006 | Board leadership prior to CEO appointment . |
| Apollo Management L.P. | Early member/executive | 1990s (prior to 2006) | Private equity experience and finance leadership prior to Vail CEO role . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Wharton Leadership Advisory Board | Member | n/a | Advisory role to Wharton; underscores leadership development focus . |
| Katz Amsterdam Foundation | Founder/Board member | n/a | Philanthropy across mental/reproductive health and civic engagement . |
| Yeti Holdings, Inc. | Director (prior) | n/a | Prior public company board role . |
| Various private/non-profit boards | Director/Member | n/a | Multiple prior roles across public, private, and non-profits . |
Fixed Compensation
| Component | Fiscal 2025 | Fiscal 2026 (per Employment Agreement) |
|---|---|---|
| Base Salary | $1,124,554 (as Executive Chair; unchanged upon CEO appointment in FY25) | $1,000,000 initial base salary |
| Target Annual Bonus | Not eligible/participating in FY25 MIP | 100% of base salary |
| Perquisite Fund | $80,000 annual resort-use allowance for CEO/Chair level | Same program terms as senior executives |
Performance Compensation
-
Annual incentive (MIP)
- Structure: Company-wide metric = Resort Reported EBITDA; CEO award designed to be based solely on company performance; individual modifiers apply to other NEOs .
- FY2025 funding curve and result: Target $866.0m; actual performance achieved 99.20% of target, producing 92.00% funding; Katz did not participate in FY25 MIP .
Metric Threshold Target Max FY2025 Result Resort Reported EBITDA 80% ($692.8m) → 15% fund 100% ($866.0m) → 100% fund 120%+ (≥$1,039.2m) → 200% fund 99.20% of target → 92.00% fund -
Long-term equity (retention and performance leverage)
- Design: Mix of RSUs and SARs (including “Premium SARs” with exercise price set above market: 110% for CEOs) vesting in three equal annual installments beginning on the first anniversary .
- FY2025 grants to Katz:
- 9/27/2024 (approved 9/25/2024): RSUs 3,445 ($562,277) and SARs 12,706 at $180.61 ($562,277) .
- 6/4/2025 supplemental (CEO appointment): RSUs 6,144 and Premium SARs 25,086 at $169.64 (10% premium), grant-date value $1,686,831 split 50/50; three-year ratable vesting .
Grant Instrument Amount/Terms 9/27/2024 RSUs 3,445 RSUs; three-year ratable vest . 9/27/2024 SARs 12,706 SARs @ $180.61; three-year ratable vest . 6/4/2025 (supplemental) RSUs 6,144 RSUs; three-year ratable vest . 6/4/2025 (supplemental) Premium SARs 25,086 SARs @ $169.64 (110% of grant-date close); three-year ratable vest . -
Pay practices/guardrails: No single-trigger cash or equity on change-in-control; no hedging or pledging; independent comp consultant (Aon); at-risk pay emphasis (3-year average at-risk ~73.7% for Katz); Say-on-pay support ~98% in 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 247,812 shares; <1% of shares outstanding (35,953,208 as of 10/14/2025) . |
| Unvested RSUs (as of 7/31/2025) | 897 (9/29/2022), 1,779 (9/29/2023), 3,445 (9/27/2024), 6,144 (6/4/2025) . |
| Unexercisable SARs (as of 7/31/2025) | 3,122 (9/29/2022), 5,900 (9/29/2023), 12,706 (9/27/2024), 25,086 (6/4/2025) . |
| Recent exercises/vests (FY2025) | 60,912 SARs exercised ($2,860,412 realized); 2,276 RSUs vested ($414,854) . |
| Option moneyness snapshot | Company cited $150.26 close on 7/31/2025 for RSU valuation; Katz’s then-current SAR strikes (e.g., $169.64, $180.61, $213.55, $221.89…) were above that level, implying out-of-the-money SARs at that date . |
| CEO ownership guidelines | 6x base salary; 75% net-after-tax retention until met; company states all NEOs in compliance; hedging and pledging prohibited . |
Employment Terms
| Term | Summary |
|---|---|
| Agreement | Executive Employment Agreement effective 9/26/2025; initial 3-year term with automatic 1-year renewals . |
| Pay | Base $1,000,000; target annual bonus 100% of base; target annual LTI ~$3,000,000 (50% RSUs, 50% Premium SARs) with three-year ratable vesting . |
| Severance (non-CIC) | If terminated without cause or resigns for good reason: two years of then-current base salary (lump sum), prorated bonus (if targets met), and one year COBRA (lump sum) . |
| CIC treatment | If termination is in connection with change in control: add an amount equal to prior-year cash bonus; full vesting of then-held RSUs and SARs . |
| Restrictive covenants | Non-compete and non-solicit for two years post-termination; perpetual confidentiality . |
| Company policy baseline | Executive severance policy reflects 2x base + last bonus for CEO after CIC; one year base for other execs; equity accelerates if not assumed or if terminated without cause within 12 months post-CIC (double trigger) . |
| Illustrative payout table (as of 7/31/2025) | See below . |
| Scenario (as of 7/31/2025) | Base Salary | SAR/RSU Acceleration | MIP | Health | Total |
|---|---|---|---|---|---|
| Termination without cause / Good Reason | $1,124,554 | — | — | — | $1,124,554 |
| Same, following CIC | $1,124,554 | $1,842,939 | — | — | $2,967,493 |
Additional governance/policies:
- Clawback policy: recoup incentive-based compensation tied to restated results, covering three prior fiscal years; applies to current/former executives .
- Insider Trading Policy: prohibits hedging and pledging; blackout/trading restrictions for insiders .
Board Governance (Service history, committees, independence)
- Board service: Director since 1996; Chair since March 2009; CEO 2006–2021 and again from May 2025; Executive Chair Nov 2021–May 2025; prior Lead Independent Director 2003–2006 .
- Current board/committee roles: Combined Chair & CEO; member of the Executive Committee (not on Audit/Comp/N&G) .
- Independence and lead structure: All directors except Katz are independent; Lead Independent Director is D. Bruce Sewell; independent directors hold executive sessions each regular quarterly meeting .
- Board activity: Eight board meetings in fiscal 2025; all then-serving directors attended ≥75% of meetings of the Board/committees on which they served .
- Director compensation: Katz receives no additional pay for board service (as an employee director) .
Governance comfort factors:
- No single-trigger automatic cash/equity on change in control; double-trigger equity acceleration standard since FY2021 awards .
- Anti-hedging/pledging, ownership guidelines, and clawback policy in force .
- Compensation Committee is fully independent; uses independent consultant (Aon) with no conflicts; peer group regularly reviewed (travel/leisure/hospitality) and targets generally around market median with heavier at-risk weighting .
Multi‑Year Compensation (Summary Compensation Table items for Katz)
| Metric ($) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary | 1,050,769 | 1,086,908 | 1,123,588 |
| Stock Awards (RSUs grant-date FV) | 529,894 | 545,766 | 1,405,693 |
| SAR Awards (grant-date FV) | 529,965 | 545,895 | 1,405,693 |
| Non-Equity Incentive (MIP) | — | — | — |
| All Other Compensation | 23,051 | 23,501 | 17,256 |
| Total | 2,133,679 | 2,202,070 | 3,952,230 |
Equity Detail and Vesting (as of 7/31/2025)
- Unvested RSUs and vesting completion dates:
- 897 (grant 9/29/2022) → full vest 9/29/2025; 1,779 (9/29/2023) → 9/29/2026; 3,445 (9/27/2024) → 9/27/2027; 6,144 (6/4/2025) → 6/4/2028 .
- Unexercisable SARs and vesting completion dates:
- 3,122 (9/29/2022) → 9/29/2025; 5,900 (9/29/2023) → 9/29/2026; 12,706 (9/27/2024) → 9/27/2027; 25,086 (6/4/2025) → 6/4/2028 .
Additional Compensation Program Insights
- Funding timing/discipline: Annual grants generally occur first business day after FY earnings release; FY2025 SAR grants for NEOs occurred in “Designated Periods” near 10-K/10-Q filings; price move around disclosure for Katz SAR grants was approximately -1% (Sept 2024) and -2% (June 2025) per SEC-required table .
- Perquisites: Executive Perquisite Fund ($80k CEO/Chair; $50k CFO/President; $40k EVP) for resort usage; taxed as ordinary income; no tax gross-ups except standard relocation; no SERPs; no equity repricing .
Performance & Track Record Highlights (FY2025)
- Revenue $2,964.3m (+2.7% YoY); Resort Reported EBITDA $844.1m (+2.3% YoY); Net income $280.0m (+21.2% YoY) .
- Resource efficiency program tracking to $100m annualized savings by FY2026; ~$37m delivered in FY2025 and ~$75m expected in FY2026, before one-time costs .
- Capital returns/capital structure: ~$270m repurchases (1.69m shares, ~4.5% of SO), 5.625% $500m Sr. Notes due 2030 issued (with stated use of proceeds), and intent to address 0.00% Converts due 2026 .
- Pass program metrics: CY2025/26 pass product sales down ~3% units, up ~1% dollars through Sept 19, 2025 .
Risk Indicators & Red Flags (what’s disclosed/not disclosed)
- Hedging/pledging prohibited; no equity repricing; no excise tax gross-ups; no related-party transactions in FY2025 .
- Double-trigger equity acceleration standard reduces windfall risk on CIC .
- Say-on-pay support robust at ~98% (2024), indicating low external pay-risk pressure currently .
Compensation Committee, Peer Group, and Say‑on‑Pay
- Committee composition: Fully independent; Chair Nadia N. Rawlinson; members Decker, Knobloch, Romanow, Schneider .
- Independent consultant: Aon (no conflicts; ~$179k comp consulting fees FY2025) .
- Peer group used for FY2025 decisions includes travel/leisure leaders (e.g., Hyatt, Wynn, Norwegian Cruise Line, Six Flags (post-merger), Travel + Leisure, etc.); pay positioned generally around median with higher at-risk weighting .
- Say-on-pay: ~98% for 2024, reflecting strong shareholder support .
Investment Implications
- Alignment: High at-risk mix (incl. Premium SARs) plus 6x ownership guideline and anti-hedging/pledging policies align Katz with long-term TSR and reduce misalignment risk .
- Retention and sale pressure: Three-year ratable vesting on sizeable RSU/SAR grants extends retention horizon; as of 7/31/2025, SARs were generally out-of-the-money versus $150.26, limiting near-term exercise-driven selling; 75% net-share retention until guidelines are met further reduces selling pressure .
- Downside protection vs performance stretch: Mix of RSUs (some value through cycles) and Premium SARs (value only above premium strike) balances retention with performance leverage, indicating confidence but avoiding windfalls .
- Governance checks: Dual Chair/CEO mitigated by Lead Independent Director and independent committees with robust policies (no single-trigger, clawback, no tax gross-ups), supporting governance quality and potentially reducing discount from governance risk .