Nancy M. Vu
About Nancy M. Vu
Executive Vice President, General Counsel and Secretary at Park Hotels & Resorts Inc. since October 2022; joined Park in October 2016. Age 49; Bachelor of Science from Georgetown University and Juris Doctor from the University of San Diego . Incentive design ties to company performance through Relative TSR vs FTSE Nareit Lodging/Resorts, Adjusted EBITDA, Hotel Adjusted EBITDA Margin, Portfolio RevPAR, and Net Debt/TTM Adjusted EBITDA . In 2024, Park returned over $400M to shareholders, invested nearly $230M in capital improvements, and ended with ~$1.4B liquidity, supporting pay-for-performance outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Park Hotels & Resorts | EVP, General Counsel & Secretary | Oct 2022–present | Led legal structuring for stock repurchase program, debt issuance and term loan; advised on complex transactions and operator negotiations . |
| Park Hotels & Resorts | SVP, General Counsel & Secretary | Oct 2020–Oct 2022 | Chief legal officer; advanced legal oversight post-pandemic stabilization . |
| Park Hotels & Resorts | SVP & Deputy General Counsel | Jan 2020–Oct 2020 | Supported legal department leadership through transaction execution . |
| Park Hotels & Resorts | VP & Assistant GC, Real Estate | Jul 2018–Jan 2020 | Advanced real estate legal capabilities . |
| Park Hotels & Resorts | Assistant GC, Real Estate | Oct 2016–Jun 2018 | Joined at spin-off; foundational legal support for portfolio and transactions . |
| Choice Hotels International (NYSE: CHH) | Senior Director, Asset Management | 2014–2016 | Led real estate, JV and capital transactions across assigned portfolio . |
| RLJ Lodging Trust (NYSE: RLJ) | Senior Counsel | 2013–2014 | Lodging REIT legal counsel . |
| Choice Hotels International | Senior Counsel | 2010–2013 | Legal leadership for transactions and investments . |
External Roles
No external public-company directorships or committee roles disclosed in executive biographies .
Fixed Compensation
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 (approved) |
|---|---|---|---|---|---|
| Base Salary ($) | $375,000 | $442,014 (blended; promotion) | $494,000 | $518,700 | $536,855 (effective Feb 2025) |
| Target Bonus (% of Salary) | Up to 75% (SVP) | Up to 100% (EVP) | Up to 100% (EVP) | 100% (EVP) | 100% (EVP) |
2024 STIP payout detail:
| Component | FY 2024 |
|---|---|
| Corporate Objective Payout ($) | $586,961 |
| Individual Performance Payout ($) | $155,610 |
| Total STIP Award ($) | $742,571 (143% of target) |
Performance Compensation
Annual equity award mix (policy):
- Other NEOs (includes General Counsel): ~60% PSUs / 40% RSAs .
- CEO: 65% PSUs / 35% RSAs .
PSU metric and payout curve:
| Metric | Threshold | Target | Maximum | Modifier |
|---|---|---|---|---|
| Relative TSR vs FTSE Nareit Lodging/Resorts (>$1B constituents), 3-year period | 25th percentile → 25% | 50th percentile → 100% | 80th percentile → 200% | If Company TSR is negative and payout >100%, reduce by 10% (not below target) |
RSA and PSU vesting schedules and treatment:
- RSAs: vest ratably over 3 years; accelerate in full after first anniversary upon termination without cause/retirement, full acceleration within 12 months post-CIC; prorated on death/disability .
- PSUs: vest based on actual performance over 3 years; prorated for termination without cause/retirement/death/disability; full (non-prorated) based on actual performance if terminated without cause within 12 months post-CIC; if not assumed in CIC, vest immediately prior to close based on actual performance .
Stock vested (realized) by year:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Shares Acquired on Vesting (#) | 6,115 | 18,924 | 28,487 |
| Value Realized on Vesting ($) | $118,448 | $276,961 | $417,834 |
| Notes | 2020–2022 PSUs below threshold → no PSU vesting; RSAs vest dates in Feb; PSUs at 12/31 | RSAs vested Feb 18/20/24; PSUs vested 12/31 | RSAs vested Feb 16/18/24; PSUs vested 12/31 |
Outstanding equity awards (as of 12/31/2024):
| Metric | FY 2024 |
|---|---|
| Unvested RSAs (# / $) | 22,357 / $314,563 |
| Unearned PSUs at Maximum (# / $) | 67,072 / $943,703 |
| 2023 Outstanding RSAs (# / $) | 24,949 / $381,720 |
| 2023 Outstanding PSUs at Maximum (# / $) | 74,848 / $1,145,174 |
| Options Outstanding | None disclosed for Ms. Vu |
2024 Corporate Performance Objectives (Phase I – 50% weight) and results:
| Objective (Weight) | Threshold | Target | High | Achievement |
|---|---|---|---|---|
| Consolidated Portfolio RevPAR (20%) | $178.75 | $185.62 | $192.25 | $185.28 |
| Consolidated Hotel Adjusted EBITDA Margin (30%) | 26.1% | 27.4% | 28.6% | 28.6% |
| Adjusted EBITDA (30%) | $308.1M | $338.1M | $368.1M | $355.4M |
| Net Debt / TTM Adjusted EBITDA (20%) | 5.77x | 5.38x | 5.00x | 5.25x |
| Phase I Achievement | — | — | — | 154.0% payout |
Corporate responsibility scorecard (component of individual STIP) achieved 21.3/24 points (between target and high) .
Equity Ownership & Alignment
| Metric | As of Feb 23, 2024 | As of Mar 3, 2025 |
|---|---|---|
| Beneficial Ownership (Shares) | 89,535 | 118,374 |
| % of Shares Outstanding | <1% | <1% |
Stock ownership guidelines compliance:
| Requirement | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| 3x Base Salary; PSUs excluded from count; 5-year window from becoming subject to policy | Value Counted: $908,239; Actual Multiple: 2.1x; Deadline: Jan 2025 | Value Counted: $1,423,607; Actual Multiple: 2.9x; Deadline: Jan 2025 | Value Counted: $1,817,041; Actual Multiple: 6.1x; Requirement met/exceeded |
Policies reinforcing alignment:
- No pledging or margin use; no hedging (short sales, derivatives) for directors/executives .
- Clawback policy updated Oct 2023 to comply with SEC/NYSE, mandatory recoupment on restatements .
Employment Terms
Executive Severance Plan economics (assumes event on 12/31/2024):
| Trigger | Cash Severance | Equity Acceleration (RSAs/PSUs) | Benefits Continuation | Notes |
|---|---|---|---|---|
| Termination by Company without Cause or by Executive for Good Reason | $2,502,179 | $742,361 | $27,218 | Cash = 2.0x (base + avg bonus last 2 yrs); equity per plan; COBRA differential for 12 months . |
| Termination within 12 months following Change in Control | $2,502,179 | $1,591,064 | $27,218 | PSUs vest based on actual performance without proration; RSAs accelerate . |
| Death or Disability | $518,700 | $742,530 | — | STIP prorated for year of termination . |
Equity award treatment details:
- RSAs: full acceleration after first anniversary for select terminations; full acceleration within 12 months post-CIC; prorated on death/disability .
- PSUs: prorated for termination without cause/retirement/death/disability based on actual performance; non-prorated based on actual performance if terminated without cause within 12 months post-CIC; vest immediately prior to CIC if not assumed .
Performance & Track Record
2024 individual performance highlights for Ms. Vu:
- Managed legal aspects of JV dispositions (DoubleTree Spokane City Center, Hilton La Jolla Torrey Pines) and closure of Hilton Oakland Airport .
- Oversaw legal structuring of stock repurchase program, senior notes issuance, new term loan facility, and regulatory matters .
- Assisted CEO with Board communication; advised on operator negotiations and ROI projects (Hilton Hawaiian Village adjacent parcels; Royal Palm South Beach renovation) .
Company performance context (2024):
- Disposed three non-core assets; since 2017, 45 hotels disposed for >$3B .
- Invested nearly $230M in portfolio; Bonnet Creek renovation drove 17% RevPAR increase; returned >$400M to shareholders; ~$1.4B liquidity at year-end .
Say-on-pay and shareholder feedback:
- Say-on-pay approval ~93% (2023) and ~94% (2024); continued pay-for-performance emphasis (higher PSU mix; PSU negative TSR modifier) .
Investment Implications
- Alignment: Exceeded stock ownership guideline at 6.1x salary in 2025; prohibitions on pledging/hedging plus clawback reduce governance risk and align incentives with shareholders .
- Pay-for-performance: 60% PSU weighting for NEOs tied to relative TSR over three years (with negative-TSR payout limiter) mitigates windfall risk and heightens sensitivity to share price performance vs lodging peers .
- Retention and CIC economics: 2x salary+avg bonus cash severance with full PSU vesting on a CIC-related termination (non-prorated based on actual performance) provides meaningful retention, though CIC equity acceleration can elevate change-in-control cost .
- Trading signals: Consistent RSA vesting in mid/late February and PSU vesting at year-end (Dec 31) may create periodic supply; Ms. Vu realized vesting of 6,115 shares (2022), 18,924 (2023), and 28,487 (2024), indicating modest insider share flow relative to float .
- Execution: 2024 legal leadership across capital markets, portfolio actions, and operator negotiations supports value creation drivers (capital allocation, asset management); continued focus on the company’s key financial metrics (RevPAR, margins, Adjusted EBITDA, leverage) underpins STIP outcomes .