Susan Decker
VAIL RESORTSAbout Susan L. Decker
Susan L. Decker (age 62) is an independent director of Vail Resorts (MTN), serving since September 2015. She is CEO and co-founder of Raftr and principal of Deck3 Ventures LLC, with prior senior roles including President and CFO at Yahoo! Inc. and Managing Director of global equity research at Donaldson, Lufkin & Jenrette. She currently serves on MTN’s Compensation Committee and is designated independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yahoo! Inc. | President; Head of Advertiser & Publisher Group; Chief Financial Officer | President: Jun 2007–Apr 2009; APG Head: Dec 2006–Jun 2007; CFO: Jun 2000–Jun 2007 | Senior leadership and finance oversight at a large public global technology company |
| Donaldson, Lufkin & Jenrette (DLJ) | Managing Director, Global Equity Research; Equity Research Analyst | MD: 1998–2000; Analyst: 1986–1998 | Led global equity research; coverage of publishing and advertising sectors |
| Harvard Business School | Entrepreneur-in-Residence | 2009–2010 academic year | Venture and innovation mentorship |
| Deck3 Ventures LLC | Principal | 2009–present | Corporate advisory and consulting leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Berkshire Hathaway Inc. | Director | Current | Conglomerate; governance and finance experience |
| Costco Wholesale Corporation | Director | Current | Global retail; technology and international experience |
| Chime Financial, Inc. | Director | Current | Fintech/mobile banking |
| Automattic (private) | Director | Current | Private company board service |
| Vox Media, Inc. (private) | Director | Current | Private company board service |
| Intel Corporation | Director | Prior | Former lead director; semiconductor industry |
| Pixar | Director | Prior | Media/animation |
| InterPrivate II Acquisition Corp. | Director | Prior | SPAC board service |
| Momentive Inc. (SurveyMonkey) | Director | Prior | SaaS; product and technology oversight |
Board Governance
- Independence: Yes (NYSE standard) .
- Committee memberships (FY2025): Compensation Committee member (not Chair); no Audit/N&G/Executive roles .
- Attendance: Board held 8 meetings; all then-serving directors attended at least 75% of Board and committee meetings; executive sessions held quarterly led by the Lead Independent Director .
- Committee activity (FY2025): Audit (4 meetings), Compensation (4), Nominating & Governance (5), Executive (0 meetings; actions via unanimous written consent) .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Board annual cash retainer | 85,000 | Paid quarterly; no per-meeting fees |
| Compensation Committee member fee | 12,500 | FY2025 schedule and individual breakdown |
| Lead Independent Director fee | — | Not applicable to Decker |
| Other committee fees | — | No Audit/N&G/Executive membership |
| Total cash fees (FY2025) | 97,500 | Per Director Compensation Table |
| Perquisites used (FY2025) | 10,247 | Lodging/ski school/onsite discretionary under $40,000 annual allowance program |
Program details:
- Non-employee directors receive a $40,000 annual perquisite allowance for resort use; unused funds forfeit; value reported at incremental cost. Charity vacation package of up to $4,000 allowed annually .
- Director stock ownership guidelines: ≥5x annual cash retainer or $425,000 within five years; restrictions on sales until threshold met .
Performance Compensation
| Instrument | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSUs (annual) | Sep 27, 2024 | 1,281 | 220,316 | Vest on first anniversary of grant date |
- Performance metrics for director equity: None; RSUs are time-based awards (no financial/TSR targets) .
- FY2025 director equity program unchanged from prior year .
Other Directorships & Interlocks
- Current public boards: Berkshire Hathaway Inc.; Costco Wholesale Corporation; Chime Financial, Inc. .
- Potential interlocks/conflicts: Company discloses no related party transactions during fiscal 2025 and through the proxy date; related-party transactions subject to Audit Committee approval per policy .
Expertise & Qualifications
- Leadership and finance: Former President and CFO at Yahoo!; former lead director at Intel; principal of Deck3 Ventures; MD at DLJ .
- Technology and international: Boards at Berkshire, Costco, Chime; leadership in global tech/media; SaaS board experience (Momentive); CEO/co-founder of Raftr .
- Capital markets and research: Led global equity research at DLJ; deep investor relations perspective .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Context |
|---|---|---|---|
| Susan L. Decker | 9,389 | <1% | Based on 35,953,208 shares outstanding (Oct 14, 2025) |
| Unvested RSUs (as of Jul 31, 2025) | 1,281 | — | Annual director RSUs outstanding |
Policy alignment:
- Hedging and pledging prohibited for directors under Insider Trading Policy; short sales and derivatives barred; no margin pledging .
- Director stock ownership guidelines as noted above .
Say-on-Pay & Shareholder Feedback
| Year | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| 2024 Annual Meeting | 32,916,634 | 565,177 | 31,773 | 1,937,541 |
| 2023 Annual Meeting | 32,623,683 | 1,206,784 | 29,315 | 1,518,012 |
- Company emphasizes annual advisory votes; independent compensation consultant; strong pay-for-performance design disclosures .
Governance Assessment
- Independence and Committee Engagement: Decker is an independent director and active member of the Compensation Committee, which oversees CEO/NEO pay, risk assessments, equity plans, and director compensation; all members are independent per NYSE standards .
- Attendance and Board Process: Board met eight times in FY2025; directors attended ≥75% of meetings; independent director executive sessions occur quarterly led by the Lead Independent Director—supportive of oversight quality .
- Ownership Alignment and Risk Controls: She holds MTN shares; directors face robust ownership guidelines and are barred from hedging/pledging—positive alignment signals for investors .
- Compensation Mix: Balanced cash/equity with standardized RSU grants and no per-meeting fees; FY2025 individual totals—cash $97,500, equity $220,316, perquisites used $10,247—suggest alignment with market norms; program unchanged year-over-year .
- Conflicts/Related Parties: Company reports no related party transactions in FY2025; related-party policy requires Audit Committee review—reduces conflict risk .
- Shareholder Signals: Consistently strong say-on-pay support in 2023–2024; reflects investor confidence in compensation oversight to which the Compensation Committee (including Decker) contributes .
RED FLAGS: None disclosed specific to Decker. Perquisites are monitored and limited; hedging/pledging prohibited; no Section 16 delinquency noted for Decker; no related-party transactions reported .