Geoffrey Richards
About Geoffrey Richards
Geoffrey Richards, 52, is Chief Operating Officer – Vacation Ownership at Travel + Leisure Co. (TNL), serving in this role since June 2018 following tenure as COO of Wyndham Vacation Ownership from 2011–2018; he began his career at Wyndham Vacation Ownership in 1996 and rose through sales and operations leadership roles . Richards’ pay is anchored to performance: the 2024 Annual Incentive Plan is 100% weighted to adjusted EBITDA, and his LTIP includes PSUs measured on three-year adjusted diluted EPS (2024–2026) alongside time-vesting RSUs, aligning incentives with profitability and earnings growth objectives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wyndham Vacation Ownership | Sales Program Manager; later VP Site Marketing Programs; SVP Sales Development; EVP Global Sales Operations | 1996–2011 | Built and led sales/marketing operations across programs and regions |
| Wyndham Vacation Ownership | Chief Operating Officer | 2011–2018 | Led operations at scale across vacation ownership business |
| Travel + Leisure Co. | Chief Operating Officer – Vacation Ownership | 2018–present | Operational leadership for the Vacation Ownership segment |
External Roles
- Not disclosed in the proxy for Mr. Richards .
Fixed Compensation
Multi-year compensation for Geoffrey Richards:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 582,615 | 605,922 | 629,222 |
| All Other Compensation ($) | 149,978 | 131,912 | 147,832 |
| Total Compensation ($) | 3,618,354 | 4,538,755 | 4,575,846 |
2024 base salary mechanics and market alignment:
| Item | Detail |
|---|---|
| Base salary effective Feb 24, 2024 | $634,845 (4% increase vs. $610,428 on Feb 25, 2023) |
| Peer benchmarking approach | Broad competitive reference; target competitive levels vs. peer group without rigid formulae |
2024 All Other Compensation breakdown:
| Component | Amount ($) |
|---|---|
| Company Automobile | 23,660 |
| Financial Planning Services | 14,381 |
| 401(k) Company Match | 20,700 |
| Deferred Compensation Company Match | 73,681 |
| Aggregate Tax Gross-Up | 15,410 (Automobile $11,034; Financial Planning $4,376) |
| Total | 147,832 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024:
| Metric | Weighting | Threshold ($) | Target ($) | Maximum ($) | Actual Payout ($) | Notes |
|---|---|---|---|---|---|---|
| Adjusted EBITDA (corporate/business unit) | 100% | 134,139 | 536,556 | 1,073,112 | 598,797 | Max payout capped at 200% of target |
Long-Term Incentive Plan (LTIP) – 2024 grants (3/12/2024):
| Award Type | Metric | Target/Structure | Shares/Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| PSUs | Adjusted Diluted EPS (3-year performance: 2024–2026) | 0–200% of target based on 3-year average performance | Target 17,703; Threshold 4,425; Max 35,406 | 799,999 | Earned after performance period; employment through 12/31/2026 |
| RSUs | Time-vesting | 4-year ratable vest | 53,109 | 2,399,996 | Each anniversary of March 15, 2024 |
Equity vested and realized in 2024:
| Date | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| 3/10/2024 | 43,021 | 1,946,270 (at $45.24 close used due to weekend) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of 12/31/2024) | 239,681 shares; less than 1% of outstanding |
| Shares outstanding (reference) | 67,063,541 as of 12/31/2024 |
| Unvested time-vesting RSUs scheduled >60 days after 12/31/2024 | 113,549 |
| Executive Stock Ownership Guidelines | Other Executive Officers: 2x base salary; compliance period five years |
| Compliance status | As of 12/31/2024, all NEOs exceeded ownership requirements |
| Hedging/Pledging policy | Hedging and pledging of company stock prohibited; margin accounts prohibited |
| Clawback policy | Adopted Oct 2, 2023; applies to Section 16 officers; recovery of erroneously awarded incentive comp over prior three fiscal years upon restatement (“Big R” and “little R”) |
Employment Terms
Employment letter (effective June 1, 2018):
- Base salary initially $500,000; target annual incentive 75% of base; equity grants at Committee discretion; standard officer benefits .
- Severance (termination by company other than for cause, excluding death/disability): lump sum 200% of current base salary plus the highest annual incentive from prior three years, capped at then-target; up to 18 months COBRA reimbursement; equity treatment described below .
- Equity on termination without cause: time-based awards vest if scheduled within one year post-termination; options/SARs remain exercisable up to two years or original expiry (whichever earlier); PSUs vest pro rata after performance period subject to goal achievement based on employed portion plus 12 months; change-in-control/death/disability acceleration governed by plan and not superseded by letter .
Potential payments (assuming event on 12/31/2024):
| Termination Event | Cash Severance ($) | Medical Benefits ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|
| Termination without Cause | 2,348,927 | 62,819 | 4,811,265 | 7,223,011 |
| Qualifying Termination Following Change-in-Control | 2,348,927 | 62,819 | 8,922,587 | 11,334,333 |
| Death or Disability | — | — | 8,922,587 | 8,922,587 |
Change-in-control equity mechanics:
- All grants under the 2006 Equity and Incentive Plan fully vest upon change-in-control; PSU performance deemed achieved at target; no termination required for equity acceleration (single-trigger for equity) .
- Cash severance for “qualifying termination following change-in-control” indicates double-trigger for cash components .
Deferred Compensation
2024 nonqualified deferred compensation (Officer Deferred Compensation Plan):
| Item | Amount ($) |
|---|---|
| Executive Contributions | 147,362 |
| Company Contributions | 73,681 |
| Aggregate Earnings | 495,383 |
| Aggregate Balance at 12/31/2024 | 3,244,067 |
Investment Implications
- Alignment and performance orientation: Richards’ incentives are explicitly tied to adjusted EBITDA (AIP, 100% weight) and adjusted diluted EPS (PSUs), with 2024 actual cash incentive of $598,797 versus target $536,556, indicating above-target payout on financial execution . Equity mix (75% RSUs, 25% PSUs for NEOs) balances retention with performance leverage; equity fully vests on change-in-control at target for PSUs (single-trigger equity), which can amplify deal-related supply but also ensures management continuity .
- Retention and severance economics: Standard severance is 2x salary plus capped bonus, with pro-rata PSU treatment and partial time-vest acceleration; change-in-control totals of ~$11.33M (incl. $8.92M equity) create meaningful retention but modest windfall risk relative to CEO packages, lowering pay-for-performance dilution for shareholders .
- Insider supply dynamics: 2024 vesting of 43,021 shares ($1.95M) and a pipeline of 113,549 time-vesting RSUs scheduled beyond 60 days post-year-end represent known future supply events; hedging/pledging prohibitions mitigate alignment risks, and ownership guidelines are exceeded, supporting skin-in-the-game .
- Red flags and governance: Limited perquisite tax gross-ups ($15,410), robust clawback aligned with SEC rules, and no option repricing or pledging policy exceptions disclosed; equity single-trigger on change-in-control is a watch item but common in hospitality, and cash severance remains double-trigger-based . Overall, incentives and policies suggest balanced retention and performance alignment with manageable governance risk.