Patrick Chaffin
Executive Vice President & Chief Operating Officer – Hotels at Ryman Hospitality Properties
Executive
About Patrick Chaffin
Patrick Chaffin serves as Executive Vice President & Chief Operating Officer – Hotels at Ryman Hospitality Properties, Inc., a role he has held since May 2019; he is 51 years old as of January 1, 2025 and holds a B.S. from Lipscomb University and an MBA from Vanderbilt’s Owen Graduate School of Management . His remit spans hotel asset management, state and local government relations, product enhancement, and site selection for portfolio growth; prior roles included EVP of Asset Management (2018–2019), SVP of Asset Management (2013–2018), and leadership of strategic planning, operations analysis, and investor relations (2007–2012) . Company performance relevant to his pay metrics: 2024 revenue rose ~8.4% year over year to $2.34B (from $2.16B), consolidated Adjusted EBITDAre excluding non-controlling interest reached $726.0M (from $660.9M), and TSR from 12/31/2019 to 12/31/2024 was $134.83 versus $123.25 for FTSE NAREIT Equity REITs, underpinning incentive plans tied to AFFO, Revenue, Adjusted EBITDAre margin, and relative TSR .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ryman Hospitality Properties/Gaylord Entertainment | EVP & COO – Hotels | May 2019–present | Leads hotel asset management, government relations, product enhancement, and site selection to drive portfolio growth . |
| Ryman Hospitality Properties | EVP of Asset Management | Apr 2018–May 2019 | Oversaw asset management during period of operational recovery and expansion . |
| Ryman Hospitality Properties | SVP of Asset Management | Jan 2013–Mar 2018 | Led asset optimization across the hotel portfolio . |
| Gaylord Entertainment (pre-REIT conversion) | Led strategic planning, operations analysis, investor relations | Jan 2007–Dec 2012 | Built analytics and IR functions supporting strategic execution . |
| ResortQuest International (division of Gaylord) | Head of Finance | Pre-sale in Jun 2007 | Finance leadership for lodging asset platform . |
| General Motors Corporation | Corporate and manufacturing roles | ~9 years prior to Jan 2005 | Operational and corporate experience foundation . |
External Roles
No external public-company directorships or committee roles disclosed for Chaffin in company filings .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $559,402 | $569,396 | $575,165 |
| All Other Compensation ($) | $42,202 | $40,740 | $43,769 |
| Forward Base Salary | 2025 |
|---|---|
| Base Salary ($) | $595,125 |
Performance Compensation
| Metric | Design (2024 Plan) | Threshold | Target | Stretch | Weighting at Target | Actual 2024 Achievement | 2024 Payout to Chaffin |
|---|---|---|---|---|---|---|---|
| Total Consolidated Revenue ($) | Cash bonus metric | $2.18B | $2.42B | $2.66B | 25% | $2.35B; 97.4% of target; payout 18.60% | Included in overall calculation |
| AFFO avail. to common & unit holders ($) | Cash bonus metric | $469.0M | $521.1M | $573.2M | 50% | $531.1M (plan-adjusted); 101.9% of target; payout 59.56% | Included in overall calculation |
| Consolidated Adjusted EBITDAre Margin (%) | Cash bonus metric | 28.9% | 32.1% | 35.3% | 25% | 32.3%; 100.7% of target; payout 26.65% | Included in overall calculation |
| Short-Term Bonus Opportunity (% of salary) | % of base | 62.5% | 125% | 250% | — | Overall plan achieved 104.8% of target | $753,250 (calculated award) |
| Equity Awards | 2022 | 2023 | 2024 |
|---|---|---|---|
| Performance RSUs (# granted) | — | 3,503 target assumed outstanding to 2026 | 2,765 granted (payout range 0–150%) |
| Time-based RSUs (# granted) | — | — | 3,024 granted; vest ratably over 4 years from 3/15/2025 |
| Performance RSUs vested (#) | — | — | 5,583 (2022 grant vested at 150% in Mar 2025) |
| Vesting & Performance Design | Detail |
|---|---|
| Performance RSUs | Vest on 3/15/2027 for 2024 grant; payout 0–150% based on company’s TSR vs two peer groups (compensation peers and selected FTSE NAREIT Lodging Resorts names); discretionary 25% reduction if absolute TSR negative; max award value cap at 500% of grant-date share value . |
| Time-based RSUs | Annual grants vest in equal 25% tranches over four years starting the first anniversary of grant; 2024 grants begin vesting 3/15/2025 . |
| 2024 Stock Vested | 18,024 shares vested; value realized $2,093,848 (RSUs) . |
Equity Ownership & Alignment
| Ownership Snapshot | Shares/Status | Notes |
|---|---|---|
| Beneficial ownership (record date 3/25/2025) | 28,222 shares; <1% of outstanding | Table reflects shares, including RSUs that vest before 5/25/2025 . |
| Ownership guidelines (as of 1/31/2025) | Required ≈16,454 shares; Owned 31,223 (incl. 8,572 time-based RSUs) | NEOs must hold 3x base salary in shares; all NEOs in compliance . |
| Outstanding unvested time-based RSUs (12/31/2024) | 14,064 shares; market value $1,467,438 | Multiple tranches vesting on 3/15/2025–3/15/2027 . |
| Outstanding unearned performance RSUs (assumed at target, 12/31/2024) | 6,268 shares; market value $654,003 | 2023 and 2024 cycles vest in 2026 and 2027 subject to TSR . |
| Options | None outstanding/exercisable | Option columns are “—” for NEOs . |
| Hedging/pledging | Hedging prohibited; pledging of significant amounts requires committee pre-approval; as of 1/31/2025 no pledges above limits by directors or execs . |
Employment Terms
| Provision | Chaffin Terms |
|---|---|
| Agreement type | Severance agreement (Feb 2018) with change-of-control protections; double trigger required (CoC + qualifying termination) . |
| CoC severance multiple | 2x base salary + 2x last year’s annual bonus; immediate vesting of all RSUs at target; options vest and 2-year post-termination exercise; 2 years employer-rate healthcare coverage . |
| Non-CoC termination | Death/disability: immediate vesting of time-based RSUs; pro-rata vesting of performance RSUs subject to performance; options accelerate to original expiry . |
| Tax gross-ups | No excise or other tax gross-ups on severance . |
| Clawback | NYSE-compliant recoupment of erroneously awarded incentive-based compensation upon certain restatements; awards subject to clawback policies . |
Compensation Mix and Governance Signals
- Target short-term incentive weightings heavily favor AFFO (50%), then Revenue (25%) and Adjusted EBITDAre margin (25%), aligning cash incentives to REIT cash-flow and profitability drivers .
- Long-term incentives split ~50/50 between TSR-linked performance RSUs and time-based RSUs in 2024; TSR peer-outperformance drives vesting (0–150%), reinforcing shareholder alignment; performance RSUs have caps and potential reductions if absolute TSR is negative .
- 2024 total compensation for Chaffin: Salary $575,165; Stock Awards $719,135; Non-Equity Incentive Plan $753,250; Total $2,091,319, reflecting strong at-risk pay emphasis .
- Say-on-pay support was ~94.7% in 2024, indicating broad shareholder approval of pay design .
Multi-Year Compensation Summary (NEO)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $559,402 | $569,396 | $575,165 |
| Bonus (discretionary) | $122,081 | $48,314 | — |
| Stock Awards | $550,216 | $575,104 | $719,135 |
| Non-Equity Incentive Plan Compensation | $958,279 | $901,686 | $753,250 |
| All Other Compensation | $42,202 | $40,740 | $43,769 |
| Total | $2,232,180 | $2,135,240 | $2,091,319 |
Upcoming Vesting Calendar (Supply/Pressure)
| Award Type | Vest Date(s) | Shares |
|---|---|---|
| Time-based RSUs (various grants) | 3/15/2025, 3/15/2026, 3/15/2027 | Tranches totaling 14,064 unvested as of 12/31/2024 . |
| Performance RSUs (2023 cycle) | 3/15/2026 | 3,503 assumed at target (subject to TSR result) . |
| Performance RSUs (2024 cycle) | 3/15/2027 | 2,765 target (0–150% payout based on TSR) . |
| Performance RSUs (2022 cycle) | 3/15/2025 | 5,583 vested at 150% (already settled) . |
Compensation Peer Group (Benchmarking Context)
The Human Resources Committee used a 14-REIT peer group (e.g., Host Hotels, Park Hotels, Pebblebrook, Sunstone, RLJ, Xenia, Apple Hospitality, etc.) to assess competitiveness for 2024; total enterprise values ranged ~$2.8B to ~$23.1B versus Ryman at ~$9.5B at year-end 2024 . Aon serves as independent compensation consultant; no conflicts noted .
Investment Implications
- Alignment: High at-risk pay with 2024 cash incentives tied primarily to AFFO and margin, plus TSR-based performance RSUs with peer-relative hurdles, supports pay-for-performance and shareholder alignment; ownership guidelines met (3x salary), and hedging/pledging tightly restricted .
- Retention risk: Meaningful unvested equity (time-based and performance RSUs across 2025–2027) creates retention hooks; severance protections are double-trigger (CoC + termination) with RSUs vesting at target upon CoC termination, suggesting moderate retention strength with event risk incentives .
- Trading signals: Vesting dates through March 2025–2027 suggest periodic supply from RSU settlements; recent 2024 vestings (18,024 shares, $2.09M value) illustrate cadence—monitor Form 4s around vesting windows for potential selling pressure .
- Governance quality: No severance tax gross-ups, robust clawback policy, strong say-on-pay support (~94.7%), and independent consultant oversight mitigate red-flag risk; related-party transaction disclosures do not implicate Chaffin .
Note: All metrics and disclosures reflect company filings; performance RSU outcomes remain subject to future TSR relative to designated peer groups per award terms **[1040829_0001140361-25-012182_ny20039734x2_def14a.htm:50]** **[1040829_0001140361-25-012182_ny20039734x2_def14a.htm:51]**.