Christine Pantoya
About Christine Pantoya
Christine Pantoya (age 55) has served on Ryman Hospitality Properties, Inc.’s Board since 2019. She is Chief Revenue Officer and a board member at Kiswe Mobile Inc. (since July 2023), with prior roles spanning CCO/Head of Strategy at FANchise (2020–2023), CFO of Omnichannel Acquisition Corp. (2020–2022), SVP & Head of Mobile & Direct-to-Consumer at the NBA (2015–2018), and VP Corporate Development & Strategy at Verizon (2012–2015), alongside earlier telecom roles at Cox Communications, Enhanced Wireless, Clearwire, and Sprint Nextel . She is classified as an independent director; the Board affirmed that all directors other than Colin Reed and Mark Fioravanti are independent (February 2025 review) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FANchise (fan-controlled sports league) | Chief Commercial Officer & Head of Strategy | Jul 2020 – Jul 2023 | Strategy and commercialization leadership |
| Omnichannel Acquisition Corp. (SPAC) | Chief Financial Officer | Nov 2020 – Jun 2022 | CFO of public SPAC; capital markets and finance |
| National Basketball Association | SVP & Head of Mobile & Direct-to-Consumer | Jan 2015 – Oct 2018 | Led mobile/DTC initiatives; digital growth |
| Verizon Communications | VP Corporate Development & Strategy | Apr 2012 – Jan 2015 | Corporate strategy, M&A/partnerships |
| Cox Communications; Enhanced Wireless; Clearwire; Sprint Nextel | Various leadership roles | Prior to 2012 | Telecom operations and strategy |
External Roles
| Organization | Role | Tenure | Public Company? |
|---|---|---|---|
| Kiswe Mobile Inc. | Chief Revenue Officer & Board Member | Jul 2023 – Present | Private company |
| Other public company directorships | — | — | None currently; none in past five years |
Board Governance
- Committee assignments: Audit Committee member; Human Resources Committee Chair .
- Attendance: In 2024, the Board met 5 times; all incumbent directors had at least 75% attendance at Board and committee meetings .
- Independence: Affirmatively determined independent (except Reed and Fioravanti) .
- Committee activity: Audit Committee met 7 times in 2024; members financially literate; Prather designated audit committee financial expert . Human Resources Committee met 4 times in 2024 and retains Aon as independent compensation consultant; committee found no consultant conflicts .
- Lead Independent Director: Michael Roth; executive sessions held each regular Board meeting .
- Stockholder engagement: Reached out to 30 largest holders (≈71% of shares) in 2024; topics included governance, climate, and executive compensation .
Fixed Compensation
| Component | Structure | 2024 Amounts (Schedule) | 2024 Actual (Pantoya) |
|---|---|---|---|
| Annual Retainer (Independent Directors) | Cash, paid quarterly | $80,000 | $86,250 fees earned (timing/deferral effects) |
| Committee Chair – Human Resources | Cash | $20,000 | Included in fees earned |
| Committee Member – Audit | Cash | $10,000 | Included in fees earned |
| Equity Grant (Annual RSUs) | RSUs vest at 1 year | $120,000 grant value; 1,152 RSUs (May 9, 2024) | $119,958 stock awards recognized |
Notes: Directors can defer cash into RSUs; no meeting fees; retainer and committee fees adjusted in 2024 to add Risk Committee fees and increase certain chair and retainer amounts .
Performance Compensation
| Area | Metric/Design | 2024 Targets and Weighting | 2024 Outcome |
|---|---|---|---|
| Short-term incentives (NEOs, overseen by HR Committee) | Total Consolidated Revenue | Threshold $2.18B; Target $2.42B; Stretch $2.66B; 25% weight | $2.35B calculated result; between threshold and target; 18.60% payout component |
| AFFO Available to Common Stockholders & Unit Holders | Threshold $469.0M; Target $521.1M; Stretch $573.2M; 50% weight | $531.1M calculated result; between target and stretch; 59.56% payout component | |
| Consolidated Adjusted EBITDAre Margin | Threshold 28.9%; Target 32.1%; Stretch 35.3%; 25% weight | 32.3%; between target and stretch; 26.65% payout component | |
| Aggregate annual cash incentive (NEOs) | Weighted sum of components | — | Paid at 104.8% of target; discretionary bonuses to CEO and Executive Chairman |
| Long-term incentives (NEOs) | Performance-based RSUs | TSR vs two peer sets over 3 years; 0–150% vesting; potential -25% reduction if absolute TSR negative | 2022 cycle vested at 150% in Mar 2025 (TSR ≈58.3 pts above median) |
Clawback policy: NYSE-compliant recoupment policy requires mandatory recovery of erroneously awarded incentive-based compensation upon certain accounting restatements .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards (past 5 years) | None |
| Compensation committee interlocks | None disclosed; HR Committee entirely independent and no interlocking relationships requiring disclosure |
Expertise & Qualifications
- Media/Entertainment and Technology industry experience; Strategic planning; Operational leadership; Human capital management; Financial literacy; Enterprise risk management .
- Qualifications cited: insights from roles at media/entertainment companies relevant to RHP’s Entertainment segment .
Equity Ownership
| Metric | Value |
|---|---|
| Shares owned | 6,325 (includes 1,352 shares to vest prior to May 25, 2025) |
| Director Deferred RSUs (vested, receipt deferred) | 1,187 |
| RSUs held (as of Dec 31, 2024) | 2,513 (annual/deferred RSUs) |
| Ownership as % of outstanding | Less than 1% (“*”) |
| Director ownership guideline | 6,000 shares (5-year compliance period) |
| Actual ownership vs guideline (as of Jan 31, 2025) | 7,512 shares; compliant (includes 2,539 RSUs) |
| Hedging/pledging | Hedging prohibited; significant pledging requires approval; as of Jan 31, 2025, no directors/officers pledges exceeding limits |
Governance Assessment
- Committee leadership and independence: As HR Committee Chair and Audit Committee member, Pantoya is positioned to influence pay practices and financial oversight; both committees composed solely of independent directors and used independent consultant Aon with no conflicts (supportive of governance quality) .
- Engagement and attendance: At least 75% attendance; robust committee cadence (Audit 7x; HR 4x), indicating active oversight .
- Pay-for-performance alignment: HR Committee’s 2024 short-term plan tied to revenue, AFFO, and EBITDAre margin; long-term RSUs tied to TSR relative to peers; discretionary awards limited and documented—signals a disciplined framework .
- Shareholder signals: 2024 say-on-pay approval ≈94.7% suggests strong investor support for compensation oversight during Pantoya’s HR Committee chairmanship .
- Conflicts/related-party exposure: No related-party transactions involving Pantoya disclosed; fractional aircraft ownership involved Haslam and an entity affiliated with Reed, reviewed and deemed not compromising independence (governance process evident) .
- Risk indicators: No delinquent Section 16 filings reported; hedging prohibited and pledging restricted; presence of clawback policy—risk mitigants that bolster investor confidence .
RED FLAGS: None disclosed specific to Pantoya. No overboarding noted; no related-party transactions; compliant with ownership guidelines; committees independent with external advisor; strong say-on-pay outcome .