Scott Lynn
About Scott Lynn
Scott J. Lynn is Executive Vice President, General Counsel & Secretary of Ryman Hospitality Properties (RHP), serving as the company’s chief legal officer since 2018 after prior roles as SVP & General Counsel (2013–2018) and VP & Associate General Counsel (2003–2012). He holds a B.S. in Accounting (Tennessee Technological University) and a J.D. from Vanderbilt University Law School . Macroaxis lists his age as 46 and tenure in the current role at 7 years . During Lynn’s tenure, RHP’s 2023 revenue grew ~19.5% to $2.16B, net income reached $341.8M, and Adjusted EBITDAre rose to $660.9M vs. 2022, supporting strong TSR outcomes that drove 150% vesting of the 2022 PSU award cycle in March 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ryman Hospitality Properties | EVP & General Counsel & Secretary | 2018–Present | Chief legal officer; oversight of all legal activities |
| Ryman Hospitality Properties | SVP & General Counsel | 2013–2018 | Chief legal officer; leadership of legal & compliance |
| Ryman Hospitality Properties | VP & Associate General Counsel | 2003–2012 | Transactional legal oversight (securities, IP, contracts, development) |
| Stokes & Bartholomew, P.A. | Associate Attorney | Pre-2003 | Early legal training and practice |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lipscomb University (College of Business) | Adjunct Instructor (Business Law) | 2006–2011 | Teaching business law to support talent development |
| Progeny Marketing Innovations | Senior Counsel | 2002–2003 | Senior counsel responsibilities (corporate legal) |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Actual Base Salary ($) | $437,519 | $450,639 | $479,006 |
| All Other Compensation ($) | $16,475 | $20,129 | $21,221 |
| Base Salary set by Committee ($) | — | $458,309 | $485,001 |
All Other Compensation detail (2024):
- 401(k) match $13,800; Group Term Life $4,688; Executive LTD $2,733; SUDCOMP match not listed; no aircraft personal use for Lynn in 2024 .
Governance features:
- NYSE-compliant clawback policy for restatements; applies to current/former executives and awards under the 2024 plan .
- Say-on-pay support ~94% in 2023; Aon retained as independent compensation consultant .
Performance Compensation
Short-term cash incentive (STI) design and payouts:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| STI Target (% of Base) | — | — | 125% |
| STI Threshold / Stretch (%) | — | — | 62.5% / 250% |
| STI Paid ($) | $747,707 | $713,586 | $627,421 |
Long-term equity grants (annual RSUs):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Time-Based RSUs (#) | 2,406 | 2,584 | 2,548 |
| Time-Based RSUs Grant-Date FV ($) | $210,862 | $229,097 | $303,161 |
| Performance-Based RSUs (# at target) | 2,872 | 2,792 | 2,332 |
| Performance-Based RSUs Grant-Date FV ($) | $213,706 | $229,139 | $303,067 |
Performance-based RSU outcome (2022 award cycle):
- TSR vs peer group over 1/1/2022–12/31/2024 was ~58.3 percentage points above median; payout vested at 150% on 3/15/2025; Lynn’s shares vested: 4,308 .
Committee considerations:
- STI metrics are “designated financial performance goals” with committee discretion to adjust for unusual items; payouts are at-risk with no guaranteed minimums .
Equity Ownership & Alignment
Beneficial ownership and guidelines:
| Date | Required Ownership (shares) | Shares Owned | Notes |
|---|---|---|---|
| Jan 31, 2023 | 13,705 | 27,851 (incl. 7,518 time-based RSUs) | In compliance; guideline 3x base salary |
| Jan 31, 2024 | 12,511 | 29,585 (incl. 7,341 time-based RSUs) | In compliance; guideline 3x base salary |
| Jan 31, 2025 | 13,878 | 38,718 (incl. 7,016 time-based RSUs) | In compliance; CEO’s multiple increased to 6x; NEOs remain 3x |
- Beneficial ownership (as of Mar 22, 2024): 31,702 shares; <1% of outstanding .
- Hedging and pledging: Hedging prohibited; significant pledging (>0.5% of outstanding or >10% of individual holdings) prohibited without HRC approval. As of Jan 31, 2025, no pledges in excess of limits by directors/executives .
- Stock retention: If not in compliance, must retain 50% of net shares upon vesting/exercise; all NEOs were compliant in 2023–2025 .
Unvested holdings and market value (Dec 31, 2024):
| Metric | Amount |
|---|---|
| Time-Based RSUs Unvested (# / $) | 11,250 / $1,173,825 |
| Performance-Based RSUs Unearned (# / $) | 5,124 / $534,638 |
Upcoming vesting schedule (time-based RSUs; as of Dec 31, 2024):
| Vesting Date | Shares |
|---|---|
| 3/15/2025 | 943 + 649 + 693 + 657 = 2,942 (2021–2024 awards) |
| 3/15/2026 | 645 (2022 award tranche) |
| 3/15/2026–3/15/2027 (additional tranches) | 656, 694, 692, 657 (per 2023–2024 awards) |
Performance-based RSUs outstanding (target level as of Dec 31, 2024):
- 2023 grant: 2,792; vest 3/15/2026 .
- 2024 grant: 2,332; vest 3/15/2027 .
Employment Terms
Severance agreement (entered Feb 2018; applies only upon Change of Control):
| Provision | Terms |
|---|---|
| Trigger | Double trigger (Change of Control + termination without Cause or resignation for Good Reason within 2 years) |
| Cash Severance | 2x base salary + 2x last year’s annual bonus |
| Equity Acceleration | Immediate vesting of all RSUs; performance-based RSUs vest at target; options accelerate; 2-year option exercise window (no options currently outstanding for Lynn) |
| Health Benefits | Continuation of coverage at employee rates for 2 years from Change of Control |
| Cause/Good Reason | Includes gross misconduct for Cause; Good Reason includes salary/benefit reductions, material role changes, or relocation >100 miles |
| Clawbacks/Tax Gross-ups | Clawback policy for restatements; no excise or other tax gross-ups |
Estimated potential payments (Change of Control termination):
| Component ($) | As of Dec 31, 2023 | As of Dec 31, 2024 |
|---|---|---|
| Cash Severance | $2,412,032 | $2,397,174 |
| Performance RSU Acceleration | $1,978,108 | $984,135 |
| Time-Based RSU Acceleration | $800,136 | $724,328 |
| Other Benefits/Perquisites | $49,522 | $45,802 |
Investment Implications
- Pay-for-performance alignment: Lynn’s incentive mix is majority at-risk, with STI linked to annual financial goals and LTI entirely in RSUs, half time-based and half TSR-linked PSUs; 2022 PSU cycle paid at 150% on strong TSR outperformance, reinforcing long-term value creation alignment .
- Retention and selling pressure: Upcoming 2025 time-based vesting (~2,942 shares) could introduce incremental supply; Lynn is compliant with ownership guidelines, so retention rules do not constrain selling, though hedging and significant pledging are prohibited .
- Change-of-control economics: Double-trigger protection (2x salary+bonus) plus full RSU acceleration at target provides meaningful downside protection; investors should factor potential dilution/expense impacts in a transaction scenario .
- Governance risk mitigants: Robust clawback policy, independent consultant (Aon), strong say-on-pay support (~94% in 2023), and anti-hedging/pledging rules reduce compensation-related risk; no tax gross-ups add shareholder-friendliness .
Overall, Lynn’s compensation structure and ownership posture indicate a stable retention profile and alignment with TSR and financial performance, with limited governance red flags and clearly defined change-of-control outcomes that are material but standard for senior NEOs .