Mark Fioravanti
About Mark Fioravanti
Mark Fioravanti, 63, is President & Chief Executive Officer of Ryman Hospitality Properties (RHP) and has served as a director since 2022. He became CEO in January 2023 after two decades of senior roles at RHP and earlier roles at Harrah’s Entertainment . RHP’s pay-versus-performance disclosure shows 2024 cumulative TSR value of $134.83 for a $100 initial investment (peer group $123.25), with 2024 net income of $280 million and AFFO of $527.8 million, contextualizing performance during his tenure transition to CEO in 2023 . In March 2025, the 2022 performance RSU cycle vested at 150% based on RHP’s TSR outperforming the peer median by approximately 58.3 percentage points, indicating strong multi-year relative return alignment during his leadership period as President and then CEO .
Past Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Ryman Hospitality Properties | President & Chief Executive Officer | Jan 2023 – present | Director since 2022 |
| Ryman Hospitality Properties | President | Mar 2022 – Dec 2022 | |
| Ryman Hospitality Properties | President & Chief Financial Officer | Mar 2015 – Mar 2022 | |
| Ryman Hospitality Properties | EVP & Chief Financial Officer | Jun 2009 – Mar 2015 | |
| Ryman Hospitality Properties | SVP Finance & Treasurer | Jun 2007 – Mar 2015 | |
| Ryman Hospitality Properties | EVP & President, ResortQuest International (subsidiary) | Mar 2004 – Jun 2007 | |
| Ryman Hospitality Properties | SVP Marketing | Aug 2002 – Mar 2004 |
External Roles
| Organization | Role | Years | Strategic Impact/Notes |
|---|---|---|---|
| Harrah’s Entertainment, Inc. | Various roles | Not disclosed | Background prior to joining RHP |
| Other public company boards | None | — | No current or former public company directorships disclosed |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 753,119 | 850,165 | 888,626 (base set to $900,000 for 2024 plan year; +5.9%) |
| Discretionary Cash Bonus ($) | 241,373 | 230,400 | 20,195 |
| Perquisites in “All Other Compensation” ($) | 48,651 | 57,755 | 64,892 (401k match 13,800; SUDCOMP match 38,382; insurance 12,710) |
| Mix guidance (% of CEO target) | — | — | Base ~15.7%; STI ~27.5%; LTI ~55.6%; Perqs ~1.2% |
Additional forward-looking base/target (set Feb 19, 2025):
- 2025 Base Salary: $950,000; Target annual bonus opportunity: 175% of base (threshold 87.5%; stretch 350%) .
2024 Short-term cash incentive opportunity levels (dollars):
- Threshold $777,578; Target $1,555,157; Maximum $3,110,314 .
Performance Compensation
Short-Term Incentive (STI) – 2024
| Metric/Item | Target | Actual/Payout | Notes |
|---|---|---|---|
| STI payout factor | 100% | 104.8% | Based on achievement vs financial goals |
| Calculated STI paid ($) | 1,555,157 | 1,629,805 | CEO payout for 2024 plan |
| Discretionary bonus ($) | — | 20,195 | Additional discretionary award |
| Key measures influencing pay | — | — | AFFO, Total Consolidated Revenue, Consolidated Adjusted EBITDA re Margin, Relative TSR (peer group and FTSE NAREIT Lodging Resorts subset) |
Long-Term Incentive (LTI) – Structure and Awards
- Awards split roughly 50% time-based RSUs (4-year ratable vesting) and 50% performance-based RSUs (3-year performance period; vest 0–150% based on relative TSR vs compensation peer group and select FTSE NAREIT Lodging Resorts companies) .
| Grant Year (Grant Date) | Time-Based RSUs (#) | PSU Target (#) | PSU Payout Curve | Vesting Dates |
|---|---|---|---|---|
| 2024 (Feb 21, 2024) | 13,244 | 12,119 | 0–150% vs peer medians | TBRSUs: ratable starting Mar 15, 2025; PSUs cliff Mar 15, 2027 |
| 2025 cycle approved | 16,064 | 16,947 | 0–150% vs peer medians | TBRSUs: ratable starting Mar 15, 2026; PSUs cliff Mar 15, 2028 |
Performance result (prior cycle):
- 2022 PSU cycle vested at 150% in Mar 2025; Fioravanti earned 15,228 shares (performance period Jan 1, 2022 – Dec 31, 2024; ~58.3 percentage points above median) .
Multi-Year Compensation (Summary Compensation Table)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 753,119 | 241,373 | 2,463,488 | 1,894,669 | 48,651 | 5,401,300 |
| 2023 | 850,165 | 230,400 | 2,857,285 | 2,019,600 | 57,755 | 6,015,205 |
| 2024 | 888,626 | 20,195 | 3,150,756 | 1,629,805 | 64,892 | 5,754,274 |
Equity Ownership & Alignment
Ownership and Guidelines
| Item | Value |
|---|---|
| Beneficial ownership (Mar 25, 2025) | 276,974 shares; <1% of outstanding |
| Ownership guideline | 6x base salary (CEO); compliance required within 5 years; retain 50% of net shares if not compliant |
| Required holdings (as of Jan 31, 2025) | 51,507 shares (calc at $104.84; CEO multiple 6x) |
| Shares credited toward guideline (Jan 31, 2025) | 307,768 (includes 47,678 time-based RSUs) |
| Hedging/pledging | Hedging prohibited; pledging “significant” amounts requires committee approval; none above limits as of Jan 31, 2025 |
Outstanding Equity at 12/31/2024 (selected tranches)
| Grant Type | Grant Date | Vest Date | Shares Outstanding |
|---|---|---|---|
| Time-based RSUs | 2/23/2023 | 3/15/2026 | 4,341 |
| Time-based RSUs | 2/22/2024 | 3/15/2026 | 3,413 |
| Time-based RSUs | 10/11/2022 | 10/11/2026 | 6,736 |
| Time-based RSUs | 2/23/2023 | 3/15/2027 | 4,346 |
| Time-based RSUs | 2/22/2024 | 3/15/2027 | 3,414 |
| Time-based RSUs | 2/22/2024 | 3/15/2027 | 3,413 |
| Performance RSUs (2022 cycle; perf met) | 2/24/2022 | 3/15/2025 | 15,228 |
| Performance RSUs (2023 cycle; target basis) | 2/23/2023 | 3/15/2026 | 17,336 |
| Performance RSUs (2024 cycle; target basis) | 2/22/2024 | 3/15/2027 | 12,119 |
Vesting/realization in 2024:
- Options exercised: 0; RSUs vested: 40,319; value realized on vesting: $4,683,858 .
Employment Terms
- Employment agreement (auto-renewing 2-year terms; original Feb 2008; amended 2010, 2012, 2022) with confidentiality, non-solicitation and non-compete provisions .
- Termination without Cause or resignation for Good Reason (not in connection with CoC): cash severance equal to 2x base salary plus 2x prior-year annual bonus; immediate vesting of equity scheduled within 2 years (performance RSUs to extent conditions satisfied); 2 years of COBRA-equivalent medical coverage for CEO; pro rata bonus for year of termination .
- Change of Control (double trigger for cash): 3x base salary plus 3x the greater of last-year bonus or 3-year average; immediate vesting of all RSUs at target; 3 years of COBRA-equivalent medical coverage; executive physicals for 3 years .
- Equity awards under plan: single-trigger vesting upon CoC irrespective of termination (RSUs vest at target; options accelerate), which may amplify event-driven equity delivery .
Estimated potential payments as of 12/31/2024 (CEO):
| Scenario | Cash Severance ($) | PSU Accel Vest ($) | TBRSU Accel Vest ($) | Other Benefits ($) |
|---|---|---|---|---|
| Termination w/o Cause or Good Reason (no CoC) | 5,839,200 | 3,397,728 | 3,754,988 | 13,848 |
| Termination w/o Cause or Good Reason (following CoC) | 8,758,800 | 4,662,224 | 4,920,779 | 29,772 |
| Death/Disability | — | 4,662,224 | 4,920,779 | — |
Clawback policy: NYSE-compliant executive compensation recoupment for erroneously awarded incentive-based compensation upon restatements; SOX 304 reimbursements apply to CEO/CFO in misconduct-related restatements .
Board Governance
- Board service: Director since 2022; inside director; not independent (only Fioravanti and Executive Chairman Colin Reed are non-independent) .
- Committee roles: None (management director) .
- Structure and checks: Separate CEO and Executive Chairman roles; Independent Lead Director (Michael Roth) coordinates executive sessions and investor communications; all standing committees are fully independent .
- Insider policy: Robust insider trading policy; hedging prohibited; pledging significantly restricted with pre-approval .
Say-on-Pay & Shareholder Feedback
- Say-on-pay support at May 2024 annual meeting: ~94.7% in favor (ex-broker non-votes) .
- Engagement: Committee considers investor feedback; compensation philosophy emphasizes variable, performance-based pay .
Compensation Peer Group (Benchmarking)
- 2024 compensation peer group (unchanged from 2023) included: American Homes 4 Rent; Apple Hospitality REIT; Ashford Hospitality Trust; Camden Property Trust; DiamondRock Hospitality; Highwoods Properties; Host Hotels & Resorts; Kilroy Realty; Mid-America Apartment Communities; Park Hotels & Resorts; Pebblebrook Hotel Trust; RLJ Lodging Trust; Sunstone Hotel Investors; Xenia Hotels & Resorts .
- PSUs also benchmark relative TSR to a subset of FTSE NAREIT Lodging Resorts Index (Hersha removed due to acquisition/delisting) .
Performance & Track Record
| Measure | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| TSR – value of $100 investment | 108.93 | 97.30 | 136.43 | 134.83 |
| Peer Group TSR – value of $100 | 131.78 | 99.67 | 113.35 | 123.25 |
| Net Income ($mm) | (195) | 135 | 342 | 280 |
| AFFO ($mm) | 52.0 | 363.5 | 473.1 | 527.8 |
- 2022 PSUs vested at 150% based on TSR outperformance (~58.3 percentage points above peer median), evidencing strong three-year relative return .
Director Compensation (as applicable to his board service)
- As a management director (CEO), Mr. Fioravanti’s compensation is reported as executive pay; non-employee director cash/equity retainers and stock ownership guidelines apply to outside directors and are disclosed separately (not applicable to CEO) .
Risk Indicators & Policies
- No tax gross-ups on severance; change-in-control cash severance requires double trigger; however, plan-based equity vests on a single-trigger CoC (RSUs at target), a governance consideration for event-driven alignment .
- Hedging banned; significant pledging restricted; as of Jan 31, 2025, no director or officer exceeded pledging limits .
- Compensation clawback in place per NYSE and SEC rules .
Equity Selling Pressure Outlook
- Near-term vesting: time-based RSUs scheduled to vest ratably beginning Mar 15, 2025/2026; PSUs cliff vest Mar 15, 2027 and Mar 15, 2028 subject to TSR outcomes, potentially creating periodic supply; 2024 RSUs vested 40,319 shares (value $4.68m) .
Investment Implications
- Pay-for-performance alignment is strong: majority of CEO target comp is variable (STI/LTI) with LTI tied to relative TSR; 2022 PSUs vested at max on outperformance, supporting incentive efficacy .
- Retention risk mitigated: high equity ownership vs 6x guideline and multi-year vesting ladders; robust severance protections (2x off-cycle; 3x on CoC) reduce flight risk but increase potential cost of leadership change .
- Event-driven considerations: single-trigger equity vesting upon a change of control could introduce incremental share issuance/settlement at deal close, affecting float and creating trading dynamics; double-trigger cash mitigates “golden parachute” optics .
- Governance: CEO is also a director but the board maintains separation of CEO and Chair, an Independent Lead Director, fully independent committees, and strong say-on-pay support (94.7%), reducing independence and oversight concerns .
- Near-term supply: scheduled RSU vestings in March cycles and potential PSU payouts may create predictable windows of selling for tax withholding or diversification, worth monitoring for trading setups around vest dates .