Colin Reed
About Colin Reed
Executive Chairman of Ryman Hospitality Properties (RHP) since January 2023; former CEO (2001–2022) and long-tenured director since 2001. Age 77. 2024 company performance: revenue $2.34B (+8.4% y/y), consolidated net income $280.2M, and consolidated Adjusted EBITDAre excluding non-controlling interest $726.0M; a $100 investment (12/31/2019) was $134.83 on 12/31/2024 versus S&P 500 $197.02 and FTSE NAREIT Equity REITs $123.25 . Board leadership uses split roles (Executive Chairman and CEO) with an Independent Lead Director and executive sessions at each regularly scheduled board meeting to mitigate dual-role risks .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ryman Hospitality Properties | Executive Chairman | 2023–present | Leads board agenda-setting and oversight; continuity from prior CEO tenure . |
| Ryman Hospitality Properties | Chief Executive Officer | 2001–2022 | Led REIT conversion and expansion of Hospitality and Entertainment segments . |
| Ryman Hospitality Properties | President | 2001–2008; 2012–2015 | Senior operating stewardship across cycles . |
| Harrah’s Entertainment, Inc. | Member, Office of the President | 1999–2001 | Strategic leadership in large-cap hospitality/gaming . |
| Harrah’s Entertainment, Inc. | Chief Financial Officer | 1997–2001 | Capital allocation, finance, and risk management . |
| Holiday Corp./Harrah’s predecessor | Various management roles | 1977–1997 | Deep industry and operational grounding . |
External Roles
| Organization | Role | Years |
|---|---|---|
| First Horizon National Corporation | Director | Current . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (USD) | $1,142,473 | $500,165 | $500,165 |
| All Other Compensation (perqs, matches, insurance) (USD) | $17,369 | $33,729 | $37,707 |
| Notes | 2023 salary reflects transition to Executive Chairman; 2024 unchanged . | — | — |
Additional 2025 approved base salary: $525,000 (+5.0% y/y) .
Performance Compensation
Annual Cash Incentive (2024 Plan Design and Outcome)
| Metric | Weight | Target | Actual/Calculated | Payout Component |
|---|---|---|---|---|
| Total Consolidated Revenue | 25% | $2.42B | $2.35B (adjusted for unusual items) | 18.60% |
| AFFO Available to Common Stockholders and Unit Holders | 50% | $521.1M | $531.1M (adjusted) | 59.56% |
| Consolidated Adjusted EBITDAre Margin | 25% | 32.1% | 32.3% | 26.65% |
| Aggregate Outcome | — | — | — | 104.8% of target |
Short-term cash incentive paid to Reed: $917,000 plus discretionary $26,272 for individual contributions . 2024 threshold/target/stretch opportunity for Reed: 87.5% / 175% / 350% of base salary .
Long-Term Equity Incentive (Design and Grants)
| Award Type | Grant Date | Shares | Grant-Date Fair Value (USD) | Vesting / Performance |
|---|---|---|---|---|
| Performance-Based RSUs | 2/21/2024 | 5,771 | $749,999 | 3-year performance (1/1/2024–12/31/2026); relative TSR vs blended peer groups; 0–150% payout; discretion to reduce 25% if absolute TSR negative; cap 500% of grant-date FMV . |
| Time-Based RSUs | 2/21/2024 | 6,308 | $750,526 | Vests ratably over 4 years starting 3/15/2025 . |
| Performance-Based RSUs (Vested) | 2/24/2022 (vested 3/2025) | 33,501 | — | Payout at 150% based on ~58.3 pts TSR outperformance over 2022–2024 period . |
2025 approved equity grants for Reed: Time-based RSUs 7,608 and performance-based RSUs 8,028 .
2024 Equity Realization Events (Liquidity/Tax Withholding Signals)
| Action | Shares | Value Realized (USD) |
|---|---|---|
| RSUs vested in 2024 | 100,189 | $11,638,956 |
Equity Ownership & Alignment
| Ownership Metric | Detail |
|---|---|
| Beneficial Ownership | 1,421,339 shares; 2.4% of outstanding . |
| SERP Shares | 704,491 credited to SERP; no voting/investment power; distributable at termination; value $72,653,021 at 12/31/2024 (696,260 shares × $104.34 plus accrued cash) . |
| Stock Ownership Guidelines | NEOs required 3x base salary (Reed); as of 1/31/2025 Reed held 1,411,534 shares (includes 696,260 SERP and 28,216 time-based RSUs); compliant . |
| Unvested Time-Based RSUs (12/31/2024) | 64,378 shares; market value $6,717,201 at $104.34 . |
| Unearned Performance RSUs (target assumption, 12/31/2024) | 16,710 shares; market/payout value $1,743,521 at $104.34 . |
| Options | None (no outstanding options listed) . |
| Hedging/Pledging | Hedging prohibited; significant pledging prohibited without HR Committee approval; as of 1/31/2025 no director/executive pledges above limits . |
Employment Terms
| Scenario | Cash Severance | Equity Treatment | Health/Other Benefits | Triggers/Terms |
|---|---|---|---|---|
| Termination for Cause or Resignation without Good Reason | None beyond accrued items | — | — | “Cause” includes fraud/dishonesty, failure to perform, etc.; “Good Reason” includes adverse role changes, pay reduction, relocation, etc. . |
| Death or Disability | Pro rata annual bonus; immediate vesting of time-based RSUs; pro rata vesting of PBRSUs to extent performance satisfied; accelerated options vesting | As noted | Continuation of health coverage for Reed and spouse at employee rates (until termination of coverage or death) . | — |
| Termination Without Cause or Resignation for Good Reason (no CoC) | 2x base + 2x prior-year annual bonus; pro rata annual bonus for CEO (Fioravanti clause; Reed’s plan lists pro rata annual bonus for Fioravanti only) | Immediate vest of RSUs scheduled within 2 years (PBRSUs to extent performance satisfied); accelerated options scheduled within 2 years (2-year exercise window) | Continuation of health coverage for Reed and spouse at employee rates until termination of coverage or death . | Employment agreements auto-renew in 2-year terms unless notice given; non-solicit/non-compete and confidentiality provisions apply . |
| Termination Without Cause or Resignation for Good Reason Following Change of Control (double trigger) | 3x base + 3x greater of (last year bonus or 3-year average) | Immediate vesting of all RSUs (PBRSUs at target); options accelerate; 2-year exercise window | Health coverage continuation for Reed and spouse until termination of coverage or death . | Equity also vests upon Change of Control irrespective of termination (single-trigger for equity under plan) . |
| Clawback | NYSE-compliant recoupment of erroneously awarded incentive comp upon certain restatements . | |||
| Tax Gross-ups | No excise/other tax gross-ups on severance . |
Board Governance (Director Service, Committees, Independence)
- Role: Executive Chairman; not independent (independent Lead Director: Michael Roth) .
- Committees: Reed is not listed as serving on Audit, Human Resources, Nominating & Corporate Governance, or Risk committees; committees are composed solely of independent directors .
- Board attendance: All incumbent directors had ≥75% attendance at Board/committee meetings in 2024; Board met 5 times .
- Executive sessions: Held at each regularly scheduled Board meeting; Lead Independent Director coordinates feedback and liaises with Executive Chairman .
Director Compensation (structure; Reed does not receive director cash fees)
| Cash Component | Amount |
|---|---|
| Annual retainer (independent directors) | $80,000 |
| Lead Independent Director | $30,000 |
| Committee Chair (Audit/HR/NCG/Risk) | $30,000 / $20,000 / $20,000 / $20,000 |
| Committee Member (Audit/HR/NCG/Risk) | $10,000 / $10,000 / $7,500 / $10,000 |
| Annual equity grant to non-employee directors | RSUs valued at $120,000; 1-year vest |
| Director stock ownership guidelines | 6,000 shares; 5-year compliance period; all met as of 1/31/2025 (after grace periods) . |
Compensation & Incentives – Multi-Year Summary (Executive Chairman)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary (USD) | $1,142,473 | $500,165 | $500,165 |
| Discretionary Bonus (USD) | $372,900 | $62,000 | $26,272 |
| Stock Awards (USD) | $3,301,354 | $1,807,416 | $1,500,525 |
| Non-Equity Incentive Plan (USD) | $2,927,100 | $1,188,000 | $917,000 |
| All Other Compensation (USD) | $17,369 | $33,729 | $37,707 |
| Total (USD) | $7,761,196 | $3,591,310 | $2,981,669 |
Related Party Transactions
- Fractional aircraft interest: In Q4 2024, RHP acquired a fractional aircraft interest ($6.4M). An entity affiliated with Colin Reed also acquired a fractional interest ($3.2M). Each party pays its proportionate fixed and variable costs; transaction approved by the Board and NCG Committee. The committee concluded the arrangement did not compromise Director Haslam’s independence .
Say‑on‑Pay & Peer Group
- 2024 say‑on‑pay: ~94.7% approval (excluding broker non‑votes) .
- Compensation peer group (unchanged in 2024): 14 REITs across lodging/apartments/real estate investments with TEV ~$2.8B–$23.1B; RHP TEV ~$9.5B at 12/31/2024 .
Company Performance Snapshot (for context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD) | $595.5M* | $701.1M* | $744.6M* |
| EBITDA (USD) | $524.2M* | $656.2M* | $725.6M* |
| Net Income (USD) | $129.0M* | $311.2M* | $271.6M* |
| *Values retrieved from S&P Global. |
Equity Ownership Detail (Vested vs Unvested as of 12/31/2024)
| Category | Shares | Value Basis |
|---|---|---|
| Time-based RSUs not yet vested | 64,378 | $6,717,201 at $104.34 . |
| Performance RSUs unearned (target assumption) | 16,710 | $1,743,521 at $104.34 . |
| 2022 PBRSUs vested (3/2025) | 33,501 | N/A (vesting count provided) . |
Employment & Contracts (Retention Risk, Transition)
- Employment agreements (auto-renewing 2-year terms) with severance and change‑of‑control protections; double trigger for cash; equity vests on change‑of‑control irrespective of termination (single‑trigger for equity) .
- Non‑solicit/non‑compete obligations; confidentiality; health coverage continuation uniquely long for Reed (until coverage terminates or death) .
Compensation Structure Analysis
- Pay mix shifts: Significant reduction in fixed salary from 2022 to 2023–2024 upon transition to Executive Chairman; long‑term equity remains ~50/50 split between PBRSUs tied to relative TSR and time‑based RSUs, keeping alignment with shareholders and retention .
- Incentive metrics: Short‑term plan uses solely financial metrics (Revenue, AFFO, Adjusted EBITDAre margin) with heavier weight on AFFO (50%)—consistent with REIT investor focus; no minimum payouts; committee used negative discretion framework and “unusual items” adjustments for 2024 .
- Clawback and ownership: NYSE‑compliant recoupment policy; strict hedging/pledging restrictions; robust ownership guidelines (3x salary for Reed) and compliance confirmed .
- Equity vesting on CoC: Single‑trigger vesting for equity awards is less shareholder‑friendly than pure double‑trigger, potentially increasing bid‑related overhang; cash severance remains double‑trigger .
Risk Indicators & Red Flags
- Pledging/Hedging: Prohibited (no significant pledges as of 1/31/2025) .
- Single‑trigger equity vesting on CoC: Could accelerate substantial RSU value at transaction close .
- SERP concentration: Large SERP value ($72.7M) tied to company stock and payable at termination; while non‑voting, it represents meaningful deferred equity potentially creating distribution timing optics on exit .
- Related party aircraft fractional ownership: Board‑approved; terms typical; independence assessed .
- Section 16 compliance: No delinquent insider filings reported .
- Tax gross‑ups: None for severance .
- Option repricing/modification: No mid‑stream changes to PBRSUs; no repricing and no minimum payouts .
Expertise & Qualifications
- Extensive CEO/CFO experience in hospitality/gaming and REIT operations (RHP and Harrah’s/Holiday Corp.), capital markets credibility, and strategic planning expertise .
Investment Implications
- Alignment: Robust ownership, TSR‑linked PBRSUs, and AFFO‑weighted cash incentives align pay with shareholder outcomes; hedging/pledging restrictions further support alignment .
- Retention vs. Overhang: Generous double‑trigger cash severance and single‑trigger equity vesting on CoC could support retention but introduce M&A‑related overhang due to automatic equity acceleration .
- Liquidity dynamics: Continued RSU vesting (100,189 shares vested in 2024; $11.64M realized value) and large SERP balance may create periodic liquidity/tax‑withholding events; not indicative of open‑market selling without Form 4 evidence .
- Governance mitigants: Split Chair/CEO roles, active Lead Independent Director, independent committees, executive sessions, and strong say‑on‑pay support (94.7%) reduce dual‑role and independence concerns .