Kimberly Marshall
About Kimberly Marshall
Kimberly Marshall (61) is Chief Human Resources Officer (CHRO) at Travel + Leisure Co. (TNL) and has served in this role since June 2018 following senior HR leadership roles across Wyndham Vacation Ownership and prior leadership posts at PSS World Medical, CHEP Americas, Centex Homes, and The Walt Disney Company; she is a Certified Public Accountant (CPA) and signed the Company’s Employee Savings Plan 11‑K as CHRO on June 30, 2025 . During her tenure, TNL reported 2024 net revenue of $3.9B, net income of $411M, Adjusted EBITDA of $929M, and Adjusted Diluted EPS of $5.75, while returning $377M via dividends and buybacks and cumulatively over $2.5B since the 2018 spin-off . The company’s five-year cumulative total shareholder return reached $118.50 vs. $163.54 for the S&P Midcap 400 and $147.93 for the S&P Hotels, Resorts & Cruise Lines index (2019–2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wyndham Vacation Ownership (now TNL Vacation Ownership) | EVP, Human Resources | 2017–2018 | Led HR integration and talent practices pre/post TNL brand transition |
| Wyndham Vacation Ownership | SVP, Human Resources | 2012–2017 | Built HR programs supporting sales/operations scale |
| PSS World Medical | EVP, Human Resources | 2010–2012 | Drove HR transformation in healthcare distribution |
| CHEP Americas | SVP, Human Resources | 2007–2010 | Led HR for supply chain solutions business |
| Centex Homes (Southeast Region) | SVP, Human Resources | 2004–2007 | Managed regional HR during housing cycle volatility |
| The Walt Disney Company | Finance and HR leadership | 1993–2004 | Cross-functional finance/HR leadership across businesses |
| Arthur Andersen & Co.; PricewaterhouseCoopers | Public accounting | Early career | CPA foundation; audit/finance rigor |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Travel + Leisure Co. (Corporate communications) | Executive spokesperson (CHRO) quoted in employer/engagement awards | 2025 | Reinforced culture/engagement narrative; supported employer branding |
Fixed Compensation
- Specific CHRO cash compensation details (base salary, target bonus, actual bonus) are not disclosed in the latest proxy; the NEO tables do not include the CHRO .
- Executive Officer Stock Ownership Guidelines apply: CEO 5x salary, CFO 3x, other executive officers (includes CHRO) 2x salary; as of Dec 31, 2024, all NEOs met guidelines (company discloses NEOs; CHRO compliance not specifically stated) .
Performance Compensation
| Component | Program Structure | Metric/Weighting | Targeting/Payout Range | Vesting |
|---|---|---|---|---|
| Annual Incentive (Executives) | Company-wide annual plan | 2024: 100% Adjusted EBITDA weighting for CEO and senior leadership team; pre-established performance tiers | Threshold 25% of target; maximum 200% of target; payout interpolated by performance | Cash, paid post-year |
| Long-Term Incentive Plan (Executives) | PSUs + time-vesting RSUs (mix varies by role) | PSUs earned on three-year average performance against Adjusted Diluted EPS (performance period 2024–2026; continued 2025–2027) | 0%–200% of target PSUs based on averaged achievement; Committee sets annual EPS targets each year | RSUs vest ratably over four years; PSUs typically cliff vest at 3 years |
| Retirement Provision (Equity Plan) | Succession-aligned | Eligibility at age 62 and 10 years service | RSUs continue to vest post-retirement per schedule; PSUs vest pro-rata based on time and performance outcome | Per equity plan terms |
Note: The CHRO’s individual LTIP mix and cash incentive percentages are not disclosed; the table reflects TNL executive program design as documented.
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Ownership guidelines | Other executive officers required to hold stock with market value ≥2x base salary (RSUs and beneficially owned stock count; PSUs and options excluded) |
| Hedging/Pledging | Prohibited for directors and senior executives; no margin accounts or pledges permitted |
| Rule 10b5‑1 trading plan | Marshall adopted a Rule 10b5‑1 plan on Dec 17, 2024, for sale of up to 33,000 shares through Mar 13, 2026; plan complies with affirmative defense under Rule 10b5‑1(c) |
| Beneficial ownership | Not itemized in the proxy’s ownership table; CHRO is not listed among named holders; NEOs and directors are disclosed separately |
| Equity vesting mechanics | RSUs vest ratably over 4 years; PSUs vest after 3-year performance period (0–200% of target) |
Employment Terms
| Term | Provision |
|---|---|
| Role/Start date | CHRO since June 2018 |
| Severance (policy) | Executive arrangements provide payments as % of base salary + annual incentive and accelerated vesting of specified long-term equity upon termination without cause/constructive discharge; specifics vary by agreement |
| Change-in-control (CIC) | Cash severance is double trigger (requires CIC and qualifying termination); long-term equity awards for eligible employees fully vest upon CIC |
| Clawback | Incentive Compensation Recovery Policy adopted Oct 2, 2023; recovers erroneously awarded incentive compensation upon “Big R” and “little R” restatements over 3 prior fiscal years; applies to Section 16 officers |
| Insider trading policy | Requires pre‑clearance, trading windows, prohibits hedging/pledging; defines black‑out periods and 10b5‑1 plan controls |
Vesting Schedules and Insider Selling Pressure
| Item | Dates/Amounts | Notes |
|---|---|---|
| 10b5‑1 plan capacity | Up to 33,000 shares | Adopted Dec 17, 2024; valid until Mar 13, 2026 |
| RSU vesting | Majority of RSUs vest ratably over four years | Company‑wide equity practice |
| PSU vesting | Cliff vest after three years; earned 0–200% vs 3‑year average Adjusted Diluted EPS | Company‑wide equity practice |
Performance & Track Record
| Metric | 2024 | Notes |
|---|---|---|
| Net Revenue ($) | $3.9B | Company-wide performance |
| Net Income attributable to TNL ($) | $411M | Company-wide performance |
| Adjusted EBITDA ($) | $929M | Non‑GAAP; see reconciliations |
| Adjusted Free Cash Flow ($) | $446M | Non‑GAAP |
| Diluted EPS ($) | $5.82 | GAAP |
| Adjusted Diluted EPS ($) | $5.75 | Non‑GAAP |
| Capital returns | $377M dividends + buybacks in 2024; >$2.5B since 2018 spin-off | Shareholder alignment |
| Tours growth | +8% YoY; VPG >$3,000; 35% new owner mix | Operational drivers |
| Five‑year TSR (2019→2024) | $100 → $118.50 | Proxy stock performance graph |
Compensation Structure Analysis
- Increased emphasis on at‑risk pay: 2024 plan set 100% Adjusted EBITDA weighting for annual incentives for senior leadership, reinforcing near‑term execution discipline .
- Medium‑term alignment via PSUs on three-year average Adjusted Diluted EPS with 0–200% payout; annual EPS targets set each year to reflect market conditions while requiring sustained performance .
- Governance safeguards: no hedging/pledging; double‑trigger cash severance; full equity vesting at CIC; clawback policy aligned to SEC rules; no excise tax gross‑ups on severance for executive officers .
Investment Implications
- Alignment: Ownership guidelines (2x salary for other executive officers) and prohibition of hedging/pledging support skin‑in‑the‑game and reduce misalignment risk .
- Selling pressure: The 10b5‑1 plan to sell up to 33,000 shares through March 2026 could represent measured, programmatic liquidity; monitor Form 4 filings for execution cadence and whether sales coincide with vesting cycles .
- Retention and continuity: Retirement‑provision equity terms (continuing RSU vesting; pro‑rata PSU vesting) and double‑trigger severance structure balance succession planning with retention incentives .
- Performance linkage: The executive pay architecture (EBITDA short‑term; EPS long‑term) aligns with TNL’s cash generation and profitability focus; 2024 results and engagement awards underscore operational execution and culture under HR leadership influence .