Robert Prather Jr.

About Robert S. Prather Jr.

Independent director at Ryman Hospitality Properties (RHP) since 2009; age 80. He is President & CEO of Heartland Media, LLC and brings deep media-operations and governance expertise; designated by RHP’s board as an “audit committee financial expert.” Tenure on RHP’s board is 16 years, with independence affirmed for 2024 alongside all directors except the Executive Chairman and CEO .

Past Roles

External Roles

Board Governance

• Independence and tenure: Independent director; director since 2009 (16 years) .
• Committee roles: Audit Committee Chair; Human Resources Committee member; designated “audit committee financial expert” by the Board .
• Meetings and attendance: Board met 5 times in 2024; Audit met 7; Human Resources met 4. Each incumbent director standing for election had at least 75% attendance at all Board and committee meetings in 2024 .
• Lead independent structure: Independent Lead Director in place (Michael Roth); executive sessions of independent directors held at each regularly scheduled Board meeting .

Fixed Compensation (Non‑employee Director Pay)

Notes:

• 2024 changes vs 2023: +$15,000 increase to the non-employee director annual retainer; +$5,000 to Audit Chair and Nominating & CG Chair; establishment of Risk Committee cash compensation (Chair $20,000; Members $10,000) .

Performance Compensation (Equity for Directors)

Other Directorships & Interlocks

Expertise & Qualifications

• Financial reporting and audit oversight: Audit Committee Chair; SEC-designated “audit committee financial expert” .
• Operating expertise: Long-tenured media CEO/COO with governance experience on other public boards .
• Skills alignment: Board matrix emphasizes financial literacy, organizational leadership, and enterprise risk oversight across nominees; Prather’s biography underscores media/entertainment operating depth and board governance credentials .

Equity Ownership

Policy alignment and restrictions:

• Director stock ownership guideline: Minimum 6,000 shares within 5 years; if not met, must retain 50% of net shares from vestings. As of Jan 31, 2025, all non-employee directors met the requirement (Prather: 41,756 counted including RSUs) .
• Hedging/pledging: Directors are prohibited from hedging; pledging of a significant amount requires prior committee approval. As of Jan 31, 2025, no directors/officers had pledges exceeding the policy limit .

Insider Trades and Form 4 Activity (last ~24 months)

Notes:

• RHP’s proxy beneficial ownership table and director compensation disclosures show substantial director RSU deferrals by Prather (37,796 deferred RSUs), consistent with periodic Form 4 filings reflecting RSU grants/dividend equivalents and deferral elections .

Governance Assessment

• Strengths and investor-alignment signals:

  • Independent director; Audit Committee Chair and SEC-designated financial expert—supports strong financial reporting oversight .
  • Meets and exceeds director stock ownership guideline; significant deferred RSU balance enhances alignment .
  • Board/committee attendance at or above threshold; board maintains independent lead director and executive sessions at every regular meeting .
  • No related‑party transactions involving Prather disclosed; 2024 related party item involved other directors (Haslam; entity affiliated with Reed) and was approved with independence maintained for Haslam .
  • Shareholder support for pay practices remained high (94.7% “say‑on‑pay” approval in May 2024), indicating broad confidence in compensation governance .

• Watch items / potential risk indicators:

  • Long board tenure (16 years) and advanced age (80) may raise refreshment/succession considerations; the board states an ongoing refreshment process (most independent directors joined since 2016) .
  • Multiple external commitments are limited (current: GAMCO board); the Nominating & CG Committee annually reviews director commitments/overboarding risk .

• Compensation structure (director):

  • Cash/equity mix roughly balanced in 2024 (cash fees $117,500; equity grant ~$119,958), with full‑value RSUs vesting after one year and optional deferral—aligns pay with shareholder outcomes without option leverage .

• Policies and controls:

  • Comprehensive recoupment (NYSE‑compliant) for executive incentive pay; strict hedging prohibition and limited pledging for directors/officers; independent committees and majority voting standard reinforce accountability .

Appendix: Board/Committee Activity Reference (2024)