Jennifer Hutcheson
About Jennifer Hutcheson
Executive Vice President, Chief Financial Officer, and Chief Accounting Officer of Ryman Hospitality Properties (since March 2022), with prior progression through Corporate Controller and Chief Accounting roles since 2004; CPA with a B.S. in Accounting (Tennessee Technological University) and MBA (Vanderbilt Owen) . Under her finance leadership, 2024 total revenue rose ~8.4% to $2.34B, and Consolidated Adjusted EBITDAre (ex-NCI) increased to $726.0M, while 5-year TSR was $134.83 vs S&P 500 $197.02 and FTSE NAREIT Equity REITs $123.25 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ryman Hospitality Properties | EVP, CFO & Chief Accounting Officer | Mar 2022–present | Leads finance, accounting, reporting, disclosure controls and investor communications . |
| Ryman Hospitality Properties | EVP, Corporate Controller & Chief Accounting Officer | Mar 2020–Feb 2022 | Oversaw corporate accounting, internal controls, SEC reporting . |
| Ryman Hospitality Properties | SVP, Corporate Controller & Chief Accounting Officer | May 2018–Feb 2020 | Led corporate controller function and accounting policy . |
| Ryman Hospitality Properties | SVP & Corporate Controller | Jan 2013–Apr 2018 | Directed accounting operations and consolidations . |
| Ryman Hospitality Properties | VP, Accounting & Tax | Mar 2006–Dec 2012 | Managed tax and accounting programs . |
| Ryman Hospitality Properties | Director, Corporate Accounting | May 2004–Mar 2006 | Led corporate accounting processes . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Private Business Inc. | Corporate Accounting Manager | Aug 2002–Apr 2004 | Managed corporate accounting; foundation for later SEC reporting roles . |
| Ernst & Young LLP | Auditor | Prior to Aug 2002 | External audit experience; control and GAAP rigor . |
| Arthur Andersen | Auditor | Prior to Aug 2002 | External audit experience; control and GAAP rigor . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 447,864 | 474,396 | 515,126 |
| Discretionary Bonus ($) | 116,171 | 50,000 | — |
| All Other Compensation ($) | 21,336 | 35,378 | 39,832 |
| Total Compensation ($) | 2,172,565 | 2,220,922 | 2,017,626 |
- 2024 base set at $525,000; 2025 base salary increased to $543,535 (+3.5%) .
- Executive perquisites detail (2024): 401(k) match $13,800; SUDCOMP match $18,915; Group term life $4,309; Executive LTD $2,808; Total $39,832 .
Performance Compensation
Annual Cash Incentive Plan (2024)
| Component | Threshold | Target | Stretch | Actual 2024 | Weight | Payout % |
|---|---|---|---|---|---|---|
| Total Consolidated Revenue | $2.18B | $2.42B | $2.66B | $2.35B (adjusted) | 25% | 18.60% |
| AFFO to Common & Units | $469.0M | $521.1M | $573.2M | $531.1M (adjusted) | 50% | 59.56% |
| Consolidated Adjusted EBITDAre Margin | 28.9% | 32.1% | 35.3% | 32.3% | 25% | 26.65% |
| Aggregate Outcome | — | — | — | — | 100% | 104.8% of target |
- Individual opportunity levels: Threshold 62.5% of base, Target 125%, Stretch 250% (unchanged vs 2023) .
- 2024 short-term incentive paid: $674,827; no discretionary bonus for Ms. Hutcheson .
- 2024 plan-level estimated future payouts for Ms. Hutcheson: Threshold $321,959; Target $643,919; Max $1,287,838 .
Long-Term Equity (Grants in 2024)
| Award Type | Grant Date | # Units | Vesting | Performance Metric | Payout Range |
|---|---|---|---|---|---|
| Time-Based RSUs | 2/21/2024 | 3,312 | 25% per year over 4 years beginning 3/15/2025 | N/A | N/A |
| Performance-Based RSUs | 2/21/2024 | 3,030 | Cliff on 3/15/2027 | Relative TSR vs two peer groups (50/50 weight) over 1/1/2024–12/31/2026 | 0%–150% of target; committee may cut 25% if absolute TSR negative; cap 500% of grant-date value |
- 2022 Performance RSUs vested at 150% in March 2025 (outperformance ~58.3 pts vs peers); Ms. Hutcheson shares delivered: 6,852 .
- Peer frameworks: Compensation peer group (14 REITs incl. Host, Park, RLJ, Pebblebrook, etc.) and FTSE NAREIT Lodging Resorts subset; Hersha removed after acquisition .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (3/25/2025) | 30,282 shares; less than 1% |
| Unvested Time-Based RSUs (12/31/2024) | 16,276 units; MV $1,698,238 (at $104.34) |
| Unearned Performance RSUs (assumed at target; 12/31/2024) | 7,430 units; payout value $775,246 (at $104.34) |
| Options (Exercisable/Unexercisable) | None outstanding |
| Stock Ownership Guideline | 3x base salary for CFO; required 15,023 shares at $104.84 |
| Compliance Status (1/31/2025) | 33,418 shares counted (incl. 9,526 time-based RSUs); compliant |
| Hedging/Pledging Policy | Hedging prohibited; pledging above significant threshold requires HRC approval; as of 1/31/2025 none exceeded limits . |
| Retention Rule | If not in compliance, must retain 50% of net shares from RSU vestings/exercises . |
Employment Terms
| Provision | CFO Terms |
|---|---|
| Agreement Type | Severance agreement (entered March 2022) with double-trigger change-of-control economics; no ongoing employment term disclosed . |
| Severance (CoC Termination within 2 years) | 2x base salary + 2x last year’s annual bonus; immediate vesting of all RSUs (performance RSUs at target); options accelerate (2-year exercise window); 2 years of employer portion of health care premiums . |
| Severance (Non-CoC termination) | Not specified for CFO beyond general plan terms; equity may accelerate per award agreements in certain circumstances for others; primary severance for CFO is CoC-triggered per severance agreement . |
| “Good Reason” (CFO under CoC agreement) | Salary reduction; material benefits reduction or material change in status/working conditions/responsibilities; compelled relocation >100 miles from HQ . |
| Clawback | NYSE-compliant recoupment of incentive comp for required accounting restatements; SOX 304 recovery applicable to CEO/CFO in misconduct-related restatements; plan awards subject to recoupment . |
| Hedging/Pledging | Hedging prohibited; significant pledging requires HRC approval . |
| Tax Gross-Ups | No excise or tax gross-ups on severance . |
Additional Compensation Detail (Transparency)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($) | 675,303 | 722,132 | 787,841 |
| Non-Equity Incentive ($) | 911,891 | 939,016 | 674,827 |
Director, Peer & Say-on-Pay Context
- Compensation peer group (unchanged from 2023; 14 REITs across lodging/apt/other, TEV range ~$2.8B–$23.1B) .
- Say-on-pay (May 2024): 94.7% approval excluding broker non-votes .
Performance & Track Record (Company-Level under CFO tenure)
| Performance Measure | 2023 | 2024 |
|---|---|---|
| Total Revenue ($B) | 2.16 | 2.34 |
| Consolidated Net Income ($M) | 341.8 | 280.2 |
| Consolidated Adjusted EBITDAre, excl. NCI ($M) | 660.9 | 726.0 |
| 5-Year TSR ($100 initial) | — | $134.83 (vs S&P 500 $197.02; FTSE NAREIT Equity REITs $123.25) |
Compensation Structure Analysis
- Cash vs equity mix: CFO target pay features meaningful “at risk” components (short-term cash at target 125% of salary; annual split of long-term ~50% TSR-linked PSUs, ~50% time-based RSUs) .
- Performance metrics: Short-term cash emphasizes AFFO (50% weight), then revenue (25%) and Adjusted EBITDAre margin (25%)—aligned with REIT investor focus .
- Equity design: Relative TSR vs relevant peer constructs; no mid-stream PSU redesigns; negative TSR guardrail; capped award value—mitigates windfall risk .
- Governance protections: Double-trigger CoC; no severance tax gross-ups; NYSE clawback; hedging banned; pledging constrained .
Risk Indicators & Red Flags
- Hedging/pledging: Policy restricts; no pledges above thresholds as of 1/31/2025 .
- Related party transactions: None involving CFO disclosed; overall related party note addresses fractional aircraft program with other parties .
- Clawback readiness: Robust recoupment in restatement scenarios (mandatory) .
- Option repricing: Not disclosed; long-term equity uses RSUs rather than options .
- Say-on-pay vote: Strong support (94.7%)—low shareholder friction risk .
Equity Vesting & Potential Selling Pressure
| Category | Quantity | Notes |
|---|---|---|
| Unvested Time-Based RSUs | 16,276 | Scheduled ratable vesting; annual March 15 tranches; creates periodic liquidity but retention via ongoing schedules . |
| Performance RSUs (unearned) | 7,430 | Two cycles (2023–2025 and 2024–2026) assumed at target; vest on 3/15/2026 and 3/15/2027 based on TSR vs peers . |
| Retention/Ownership | Meets 3x salary guideline (33,418 vs 15,023 required) ; retention rule applies when not in compliance . |
Employment Terms (Definitions excerpt)
- “Change of Control” (plan-level) includes ≥35% voting power change, board turnover thresholds, post-merger control tests, dissolution, or sale of substantially all assets .
- “Good Reason” (CEO/Chair agreements; CFO analogous under CoC severance): salary reduction, benefits reduction, material change in status/responsibilities/working conditions, or relocation >100 miles .
Investment Implications
- Pay-for-performance alignment: CFO’s incentives are weighted to AFFO, margin, and TSR—key REIT value drivers. Strong say-on-pay support and clawback framework reduce governance risk .
- Retention risk: Significant unvested time-based and performance RSUs (23,706 combined at 12/31/2024) create retention hooks; double-trigger CoC terms lower forced turnover risk, but vest-at-target upon CoC could accelerate equity value realization .
- Trading signals: Upcoming March vesting cycles may increase potential selling liquidity, but ownership guideline compliance and pledging/hedging restrictions reduce misalignment risk; PSU design with peer-relative TSR dampens market beta windfalls .
- Overall: Compensation structure and governance indicate high alignment with long-term shareholder value creation in a REIT context; monitoring PSU cycle outcomes (2025–2027) and AFFO trajectory is key for evaluating incentive payouts and potential share delivery events .