William E. Haslam
About William E. Haslam
Independent director since 2023; age 66. Background includes Private Investor (since 2019), Governor of the State of Tennessee (2011–2019), Mayor of Knoxville, TN (2003–2011), CEO of the e‑commerce/catalog division at Saks Fifth Avenue (1999–2001), and senior roles culminating as President at Pilot Corporation (1980–1999). The Board highlights his managerial and operational expertise from senior executive service in both public and private sectors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of Tennessee | Governor | 2011–2019 | Executive leadership of state governance |
| City of Knoxville, TN | Mayor | 2003–2011 | Municipal executive leadership |
| Saks Fifth Avenue (e‑commerce/catalog division) | Chief Executive Officer | 1999–2001 | Led digital/catalog operations |
| Pilot Corporation | Various roles culminating as President | 1980–1999 | Operational leadership in travel centers |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Private Investor | Investor | 2019–present | No current public company directorships; none reported historically |
Board Governance
- Committee assignments: Human Resources Committee member; Nominating & Corporate Governance Committee member .
- Independence: Affirmatively determined independent (all directors except Reed and Fioravanti). The Board reviewed a 2024 fractional aircraft transaction involving Mr. Haslam and concluded it did not impair his independence .
- Attendance: The Board met 5 times in 2024; each incumbent director (including independents) had at least 75% attendance at all Board and committee meetings .
- Governance practices: Independent Board committees; executive sessions of independent directors at each regularly scheduled Board meeting; majority vote standard in uncontested elections; Independent Lead Director presides over executive sessions .
Fixed Compensation
Non-employee director cash compensation schedule (2024):
| Compensation Item | Amount ($) |
|---|---|
| Annual Retainer (Independent Directors) | 80,000 |
| Independent Lead Director | 30,000 |
| Audit Committee Chair | 30,000 |
| Human Resources Committee Chair | 20,000 |
| Nominating & CG Committee Chair | 20,000 |
| Risk Committee Chair | 20,000 |
| Audit Committee Member | 10,000 |
| Human Resources Committee Member | 10,000 |
| Nominating & CG Committee Member | 7,500 |
| Risk Committee Member | 10,000 |
Haslam – 2024 director compensation (as reported):
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Options ($) | Non-Equity Incentive ($) | Pension/Deferred Earnings ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| William E. Haslam | 80,625 | 119,958 | — | — | — | — | 200,583 |
Notes:
- Directors may defer cash fees into RSUs; timing of quarterly payments can cause differences versus the standard schedule .
Performance Compensation
Director equity awards are time-based RSUs; no performance-based awards or options for directors disclosed.
| Grant Type | Grant Date | Shares (#) | Grant-Date Fair Value ($) | Vesting | Deferral/Dividend Features |
|---|---|---|---|---|---|
| Annual RSU (Director) | May 9, 2024 | 1,152 | 119,958 | Full vest on first anniversary of grant; settled in shares unless deferred | Directors may defer; dividend equivalents credited as additional RSUs |
Compensation consultant: Aon advises the Human Resources Committee on director and executive compensation; committee determined no conflicts . Stock ownership and retention guidelines require holding meaningful levels; if not compliant, 50% of net shares from vesting must be retained .
Other Directorships & Interlocks
| Company | Current Boards | Prior Boards | Interlocks/Notes |
|---|---|---|---|
| Haslam | None | None | No disclosed interlocks with RHP competitors, suppliers, or customers |
Expertise & Qualifications
- Managerial and operational expertise from senior executive roles in both public and private sectors; Board cites organizational leadership, strategic planning, financial literacy, human capital management, and operational experience among director competencies .
- Biography emphasizes executive government and corporate leadership experience aligned with RHP’s needs .
Equity Ownership
| Metric | As of Date | Amount | Notes |
|---|---|---|---|
| Beneficial ownership (total shares) | March 25, 2025 | 23,977 | Less than 1% of outstanding; includes shares issuable upon RSU vesting before May 25, 2025 |
| RSUs held (director) | December 31, 2024 | 1,175 | Annual RSU grants and deferred RSUs; adjusted for dividends |
| RSUs scheduled to vest (near-term) | Prior to May 25, 2025 | 1,187 | Included in beneficial ownership footnote |
| Ownership guideline (required) | January 31, 2025 | 6,000 shares | Five-year compliance window; directors must retain 50% of net shares if not in compliance |
| Ownership guideline – Haslam status | January 31, 2025 | 23,977 shares | Meets requirement after grace period consideration |
| Hedging/Pledging | Policy/Status | Prohibited hedging; significant pledging requires HR Committee approval; no director/officer pledges exceeding limits as of Jan 31, 2025 |
Governance Assessment
- Board effectiveness: Active participation on Human Resources and Nominating & Corporate Governance committees; these committees met 4 and 5 times respectively in 2024, indicating substantive engagement .
- Independence: Affirmed by the Board despite a 2024 fractional aircraft co-ownership with an entity affiliated with the Executive Chairman; transaction reviewed and approved by the Board and Nominating & Corporate Governance Committee, with costs borne pro rata and no payment for Haslam’s benefit. Independence explicitly deemed uncompromised—a positive disclosure but still a potential perception risk .
- Alignment: Exceeds director stock ownership guideline (23,977 vs. 6,000 required), enhancing alignment with shareholders; hedging prohibited and significant pledging restricted, reducing misalignment risks .
- Compensation structure: Balanced mix of fixed cash retainer and time-based RSUs; 2024 changes increased cash retainer by $15,000 and adjusted chair fees, consistent with peer-informed recommendations by Aon. No director options or performance-linked equity—limits pay-for-performance signals at the director level but standard for REIT boards .
- Attendance: At least 75% attendance across Board and committees, meeting governance thresholds; executive sessions of independent directors at each scheduled Board meeting support independent oversight .
RED FLAGS
- Related-party exposure: Fractional aircraft co-ownership alongside an entity affiliated with the Executive Chairman could be viewed as a soft interlock; mitigated by third-party management, pro-rata cost sharing, and Board/NCG approval with explicit independence conclusion .
- Compensation performance linkage: Director equity is purely time-based; absence of performance conditions may reduce direct pay-for-performance alignment at the director level (common but noteworthy) .
Signals
- Ownership alignment and compliance with retention guidelines are strong positives .
- Participation on the Human Resources Committee that oversees executive pay and the Recoupment Policy indicates active governance involvement; Aon’s independent role and no consultant conflicts are positives .