Carl A. Mayfield
About Carl A. Mayfield
Carl A. Mayfield is Executive Vice President, Design & Construction at Park Hotels & Resorts Inc. (PK), serving since September 2018. He is 61, holds a B.S. in Civil Engineering (University of Delaware) and an M.S. in Real Estate Development (Johns Hopkins). Prior to PK, he was Senior Vice President of Design & Construction at RLJ Lodging Trust/Development (2004–2018). PK’s 2024 performance linked to executive incentives included adjusted EBITDA and RevPAR objectives and delivered a 141.4% corporate STIP achievement; relative TSR in 2024 outperformed all but two peers, and in 2023 PK’s relative TSR led its lodging peer group, evidencing pay-for-performance alignment across STIP and PSU awards .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RLJ Lodging Trust / RLJ Development | Senior Vice President, Design & Construction | Feb 2004–Sep 2018 | Led large-scale design/construction across a national lodging REIT platform |
| Georgetown University | Project Executive, $300M mixed-use campus expansion | Not disclosed | Executed major capital program in higher education |
| Washington Sports & Entertainment | Senior representative (capital projects) | Not disclosed | Oversight of complex sports/entertainment facilities |
| The World Bank | Senior representative (capital projects) | Not disclosed | Managed development initiatives within global institution |
External Roles
| Organization | Role | Years |
|---|---|---|
| American Red Cross – National Capital Region | Board of Directors | Not disclosed |
| Montgomery County Boys & Girls Club | Board of Directors | Not disclosed |
| Georgetown University McDonough School of Business | Executive Mentor | Not disclosed |
Fixed Compensation
Multi-year summary compensation (USD):
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 570,570 | 1,029,840 | 873,885 | 14,760 | 2,489,055 |
| 2023 | 543,400 | 1,201,224 | 794,429 | 14,160 | 2,553,213 |
| 2022 | 522,500 | 1,015,365 | 741,814 | 13,160 | 2,292,839 |
Notes:
- Base salary increased ~5% in 2024 (to $570,570 from $543,400); the Committee approved a further increase to $590,540 starting Feb 2025 .
Performance Compensation
Annual Cash Bonus (STIP) – 2024 Design and Outcome
- Target bonus: 100% of base salary (EVP band; threshold 50%, max 200%) .
- Corporate performance objectives: Split into Phase I (H1, 50% weight) and Phase II (H2, 50% weight) with defined thresholds/targets/high and actuals; aggregate corporate achievement = 141.4% .
- Individual performance objectives include ESG scorecard; scorecard achieved 21.3 points (between target and high) .
Corporate metric detail (2024):
| Phase | Metric | Weight | Threshold | Target | High | Actual | Achievement Basis |
|---|---|---|---|---|---|---|---|
| I (H1) | Consolidated Portfolio RevPAR ($) | 20% | 178.75 | 185.62 | 192.25 | 185.28 | Near target |
| I (H1) | Consolidated Hotel Adjusted EBITDA Margin (%) | 30% | 26.1 | 27.4 | 28.6 | 28.6 | High |
| I (H1) | Adjusted EBITDA ($mm) | 30% | 308.1 | 338.1 | 368.1 | 355.4 | Above target |
| I (H1) | Net Debt / TTM Adjusted EBITDA (x) | 20% | 5.77 | 5.38 | 5.00 | 5.25 | Above target |
| II (H2; HHV excluded Q4) | Comparable Portfolio RevPAR ($) | 20% | 174.07 | 181.07 | 188.07 | 183.38 | Above target |
| II (H2; HHV excluded Q4) | Comparable Hotel Adjusted EBITDA Margin (%) | 30% | 25.2 | 26.2 | 27.2 | 26.1 | Near target |
| II (H2; HHV excluded Q4) | Adjusted EBITDA ($mm) | 30% | 240.3 | 270.3 | 300.3 | 279.6 | Above target |
| II (H2; HHV excluded Q4) | Net Debt / TTM Adjusted EBITDA (x) | 20% | 6.26 | 5.91 | 5.56 | 5.67 | Above target |
Mayfield’s 2024 STIP payout:
| Component | Amount ($) | % of Target |
|---|---|---|
| Corporate objective payout | 645,657 | — |
| Individual performance payout | 228,228 | — |
| Total STIP award | 873,885 | 153% |
Individual 2024 highlights (Design & Construction):
- Completed Casa Marina Key West renovation; initiated Hilton New Orleans Riverside and Royal Palm South Beach Miami projects .
- Executed risk/emergency capital projects within 3% of budget; updated environmental, energy, and sustainability programs .
- Advanced retro-commissioning studies for 2025 projects; updated First Responder and waste/diversion programs .
Long-Term Incentive (LTIP) – Design and 2024 Grants
- EVPs: Aggregate target value up to 275% of base salary; allocation 60% PSUs (relative TSR, 3-year) / 40% RSAs (time-based, 3-year ratable) .
- PSU hurdles: Threshold 25th percentile (25% payout), Target 50th percentile (100%), Max 80th percentile (200%). Negative TSR modifier reduces PSU payout by 10% if over target and TSR is negative (for NEO PSU awards granted 2022+) .
2024 LTIP awards (Mayfield):
| Instrument | Threshold ($) | Target ($) | High ($) | Notes |
|---|---|---|---|---|
| PSUs (performance-based) | 149,775 | 599,099 | 1,198,197 | 3-year performance; relative TSR vs FTSE Nareit Lodging/Resorts (>$1B) |
| RSAs (time-based) | — | 399,399 | — | Vests ratably over 3 years from grant |
| Aggregate Target Value | — | 998,498 | — | — |
PSU vesting status:
- 2021–2023 PSUs earned at 113% (certified Jan 2024) .
- 2022–2024 PSUs earned at 99% (certified Jan 2025) .
- 2023–2025 PSUs tracking at maximum (200%) as of Dec 31, 2024 .
Equity Ownership & Alignment
- Beneficial ownership: 214,251 shares; less than 1% of outstanding shares (201,864,175 as of record date) .
- Stock ownership policy: Executives must hold equity equal to 3x base salary; Mayfield at 6.9x (value used for compliance: $3,288,753 at $15.35 average 2024 price) .
- Hedging/pledging: Prohibited for directors and executives .
- Outstanding equity (12/31/2024):
- Unvested RSAs: 24,593 (2024 grant), 18,296 (2023), 6,583 (2022) .
- PSUs outstanding (max scenario): 73,780 (2024 LTIP), 82,332 (2023 LTIP); actual settlement depends on performance .
- 2024 vesting realized: 51,902 shares, value $758,141 (RSAs and PSUs) .
Vesting schedules:
- RSAs vest ratably on each of the first three anniversaries of grant date (e.g., 2024 grant dated 2/22/2024) .
- PSUs cliff-vest after 3-year performance period (2023–2025 and 2024–2026 cycles) with relative TSR hurdles; 2023–2025 currently tracking at maximum .
Employment Terms
- Role start: Executive Vice President, Design & Construction since September 2018 .
- Severance plan (EVP level): If terminated without cause or for good reason, lump-sum cash severance = 2.0x (base salary + average last two annual bonuses); COBRA subsidy for 12 months; equity vests per plan; subject to 12-month non-compete/non-solicit and release .
- Change-in-control (CIC) equity treatment: RSAs fully vest if terminated without cause within 12 months post-CIC; PSUs vest based on actual performance (not prorated) upon termination within 12 months post-CIC; if PSUs are not assumed/substituted, they vest immediately prior to CIC based on actual performance (single-trigger fallback) .
- Illustrative severance values (as of 12/31/2024): Cash severance $2,809,454; equity acceleration $860,732–$1,794,319 depending on scenario; COBRA subsidy $34,627 .
- Clawback policy: Updated Oct 2023 to comply with SEC/NYSE for mandatory recovery of erroneously awarded incentive-based compensation upon accounting restatement .
- Perquisites: Executive annual physical available; participation in operator-sponsored lodging programs (e.g., discounted rates) .
Compensation Structure Analysis
- Mix and risk: EVPs receive 60% PSUs and 40% RSAs in LTIP (increased performance-based portion adopted in 2022); STIP uses measurable financial objectives and an ESG scorecard .
- Rigor and outcomes: 2024 corporate objectives achieved at 141.4% amid renovation disruption and labor strikes; individual ESG scorecard near high; Mayfield’s total STIP payout at 153% of target reflects execution on major capex programs within budget .
- Governance levers: No CIC tax gross-ups; prohibitions on hedging/pledging; robust clawback; executive ownership guidelines met/exceeded .
Say-on-Pay & Shareholder Feedback
- Approval: Say-on-pay support ~94% (2024) and ~93% (2023) .
- Outreach: 2024 outreach to holders of ~52% of shares; continued emphasis on rigorous targets, high PSU weighting, and ESG scorecards in incentives .
Risk Indicators & Red Flags
- Pledging/hedging: Prohibited — mitigates alignment risk .
- Clawback: Mandatory restatement-based recovery adopted — mitigates recoupment risk .
- Equity award modifications/repricing: Plan prohibits repricing without stockholder approval .
- Insider selling pressure: Form 4 transaction analysis not disclosed in proxy; upcoming PSU vesting cycles (2023–2025 tracking at max) could increase share deliveries. Note: Form 4 activity would be needed to assess near-term selling pressure; not available in the proxy materials .
Investment Implications
- Alignment: Mayfield’s pay structure is heavily at-risk (STIP tied to RevPAR, margins, leverage; LTIP PSUs on relative TSR), with strong ownership (6.9x salary) and no hedging/pledging — supportive of shareholder alignment .
- Execution and retention: Demonstrated delivery on complex renovations within budget and sustainability programs; severance economics (2.0x cash, equity vesting on certain terms) and non-compete/non-solicit reduce abrupt transition risk, while 2023–2025 PSUs tracking at max create retention via future vesting .
- Trading signals: Monitor PSU vesting events (2023–2025 end Dec 31, 2025) and STIP outcomes; potential share delivery could precede discretionary sales. Lack of pledging/hedging reduces systemic selling risk; Form 4 monitoring is recommended around vest dates .
- Governance quality: Strong clawback, no gross-ups, and high say-on-pay support indicate disciplined compensation oversight that should limit pay inflation and preserve pay-for-performance integrity .