Michael D. Brown
About Michael D. Brown
Michael D. Brown (age 54) is President & Chief Executive Officer of Travel + Leisure Co. and has served as a Director since 2018, bringing 30+ years of leisure travel and vacation ownership leadership across Marriott, Hilton Grand Vacations and Wyndham/Travel + Leisure Co. . Under his tenure, TNL delivered 2024 Net Revenue of $3.9B, Net Income of $411M, Adjusted EBITDA of $929M, and Diluted EPS of $5.82, while returning $377M via buybacks/dividends; Adjusted Diluted EPS used for incentive design was $5.75 . Total shareholder return (value of $100 investment) improved to $118.50 in 2024 (from $87.95 in 2023), with peer index at $147.93; Net Income rose to $411.0M; Adjusted Diluted EPS reached $5.75 . The Board separated Chair/CEO roles in 2018 (Holmes as Non-Executive Chair; Brown as CEO/Director), with an independent Lead Director structure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Hilton Grand Vacations | Chief Operating Officer | 2014–2017 | Led operations for a top timeshare brand; scaled sales/marketing and owner experience . |
| Hilton Grand Vacations | EVP, Sales & Marketing – Mainland U.S. & Europe | 2008–2014 | Drove multi‑region VPG/tour growth and commercial execution . |
| Marriott/Marriott Vacation Club | Various leadership roles (U.S., Europe, Caribbean) | 1992–2008 | Built foundational timeshare/channel expertise across geographies . |
External Roles
| Organization | Role | Current/Prior | Notes |
|---|---|---|---|
| — | — | — | Brown reports no current or prior public company directorships outside TNL . |
Fixed Compensation
| Year | Base Salary ($) | Commentary |
|---|---|---|
| 2024 | 1,310,500 | CEO received no 2024 base increase; consistent with disclosed policy . |
| 2023 | 1,300,792 | — |
| 2022 | 1,248,466 | — |
Performance Compensation
Annual Incentive (AIP) – 2024 Design and Outcome
- Metric/Weighting: 100% Adjusted EBITDA (corporate and business unit; CEO measured on consolidated) .
- Payout curve: Threshold 25% of target at 90% of plan; Max 200% at 106%+ of plan (interpolated) .
- CEO Target: 175% of base salary; Threshold/Max: 43.75% / 350% of base salary .
- 2024 Corporate performance: 100.8% of target Adjusted EBITDA; CEO payout factor 108% of target .
- 2024 AIP paid: $2,476,845 to Brown .
| Component | Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|---|
| 2024 AIP (CEO) | Adjusted EBITDA (Consolidated) | 100% | 175% of salary → $2,293,375 | 100.8% of EBITDA target | 108% of target → $2,476,845 |
Long-Term Incentive (LTI)
- Mix: 50% PSUs (performance), 50% RSUs (time-based) for CEO .
- 2024 Grants (3/12/2024):
- RSUs: 116,176 units; grant-date fair value $5,249,993; vest ratably over 4 years (anniversaries of 3/15/2024) .
- PSUs (2024–2026): Target 116,176; Threshold 29,044; Max 232,352; grant-date fair value $5,249,993. Earn-out based on 3-year average Adjusted Diluted EPS with annual targets set each year; payout 0–200% at end of period .
- Prior-cycle PSU result: 2022 PSU grant (2022–2024) paid at 200% of target based on cumulative Adjusted Diluted EPS .
| Grant | Type | Grant date | Target/Granted (#) | Payout Range (#) | Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|
| 2024 LTI | RSU | 3/12/2024 | 116,176 | — | 5,249,993 | Ratable over 4 years from 3/15/2024 |
| 2024 LTI | PSU (Adj. Diluted EPS 3-yr avg) | 3/12/2024 | 116,176 | 0–200% (29,044–232,352) | 5,249,993 | Earned after 2024–2026 period |
| 2022 LTI | PSU (Adj. Diluted EPS 3-yr cumulative) | 3/01/2022 | — | Paid at 200% (performance outcome) | — | Vested after 2022–2024 period |
Pay Mix, Governance, and Say-on-Pay
- 2024 CEO target pay ~90% variable; 53% performance-contingent (AIP+PSUs) .
- Hedging/pledging prohibited; clawback policy effective Oct 2, 2023 (covers three fiscal years pre-restatement) .
- 2024 Say‑on‑Pay support: 78% (vs. ~90% average 2020–2023). 2025 actions include adding a quantifiable strategic goal to AIP; PSUs remain on Adjusted Diluted EPS, with rationale disclosed .
Multi‑Year CEO Compensation (Summary Compensation Table)
| Year | Salary ($) | Stock Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 1,310,504 | 10,499,986 | 2,476,845 | 372,166 | 14,659,501 |
| 2023 | 1,300,792 | 9,799,932 | 1,112,668 | 210,686 | 12,424,078 |
| 2022 | 1,248,466 | 7,699,986 | 2,291,768 | 362,884 | 11,603,104 |
All Other (2024) detail highlights: company auto ($46,128), personal aircraft use (6 hours; $48,860), financial planning ($16,680), 401(k) match ($20,700), deferred comp match ($227,241), executive physical ($4,995). CEO does not receive perquisite tax gross‑ups .
Equity Ownership & Alignment
- Beneficial ownership (12/31/2024): 726,444 shares; equals 1.08% of outstanding (67,063,541) .
- Options/RSUs/PSUs status:
- Options exercisable within 60 days included in %: 447,774 shares .
- Options vesting >60 days excluded: 371,758 shares .
- Unvested time‑vesting RSUs excluded from ownership count: 252,009 .
- Outstanding PSU grants: 2023 PSU (2023–2025) shown at threshold 32,005 shares; 2024 PSU (2024–2026) shown at maximum 232,352 shares for disclosure purposes; 2022 PSU (2022–2024) paid at 200% .
- Ownership policy: CEO must hold ≥5x base salary; as of 12/31/2024, all NEOs, including CEO, exceeded requirements .
- Hedging/pledging: Prohibited for directors and senior executives .
| Item | Detail |
|---|---|
| Shares beneficially owned | 726,444; 1.08% of class . |
| Options exercisable (≤60 days) | 447,774 (included in ownership) . |
| Options unexercisable (>60 days) | 371,758 (excluded) . |
| Unvested RSUs (excluded) | 252,009 . |
| Upcoming vest catalysts | 3/10/2025: 343,406 options (3/4/2020 grant) cliff‑vest after 5 years ; 3/15/2025: first RSU tranche from 3/12/2024 grant (4‑year ratable) . |
| Policy constraints | No hedging/pledging; clawback policy effective Oct 2, 2023 . |
| Ownership guideline status | CEO exceeds 5x salary requirement . |
Employment Terms
- Severance/change‑in‑control (CIC): Cash severance is double‑trigger post‑CIC (no cash severance solely on CIC). No excise tax gross‑ups. All equity awards fully vest on a CIC; PSUs generally deemed at target (LTIP modifier PSUs deemed max). Death/disability: awards fully vest; PSUs at target .
- Deferred compensation: Officers can defer salary and annual incentive; company match up to 6% of base salary/bonus; separate 401(k) match also up to 6% (vesting 100%) .
- CEO perquisites: Personal non‑commercial aircraft up to 20 hours/year (used 6 hours in 2024); automobile; financial planning; executive physical; no perq gross‑ups for CEO .
Board Governance and Director Service
- Role: Director since 2018; member of the Executive Committee; Non‑Executive Chairman: Stephen P. Holmes; Lead Director: James E. Buckman. CEO is a management director (independence affirmed for the seven other named directors) .
- Committee structure: Four standing committees (Audit; Compensation; Corporate Governance; Executive). CEO serves on Executive Committee; all other key committees are fully independent .
- Meeting cadence/attendance: Board met 4 times in 2024; directors attended 100% of Board and committee meetings; non‑management directors meet in regular executive sessions; independent directors meet at least annually (Lead Director chairs) .
- Director compensation: Management directors receive no additional board pay .
Performance & Track Record
| Measure | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR index: $100 initial investment | 90.95 | 114.56 | 78.28 | 87.95 | 118.50 |
| Net Income ($) | (255,443,739) | 307,824,735 | 356,407,443 | 396,411,721 | 410,995,399 |
| Adjusted Diluted EPS ($) | (0.94) | 3.65 | 4.52 | 5.70 | 5.75 |
Operational highlights (2024): 8% tour growth YoY; VPG > $3,000; Accor Vacation Club acquisition; new Club Wyndham app launch; dividends+buybacks $377M; year‑end leverage 3.3x for covenant purposes .
Compensation Structure Analysis
- Increased performance leverage: CEO target bonus remains 175% of base salary; AIP moved to 100% Adjusted EBITDA in 2024 (from 90%), tightening pay‑performance linkage; 2025 AIP adds a quantifiable strategic goal, responding to shareholder feedback .
- Equity mix: CEO 50% PSUs/50% RSUs; PSUs on 3‑year average Adjusted Diluted EPS (0–200%); change from cumulative to average improves goal‑setting flexibility under macro uncertainty while retaining 3‑year horizon .
- Outcomes: 2024 AIP paid 108% (slightly above target); 2022 PSUs paid at 200% based on cumulative EPS, signaling strong multi‑year execution .
- Governance: Clawback adopted (2023), no hedging/pledging, no CIC cash without termination, no perquisite gross‑up for CEO; independent consultant (Aon) affirmed independence .
Compensation & Ownership Data (Select Highlights)
| Item | 2024 |
|---|---|
| CEO Target Total Direct Comp | $14,103,875 (base $1,310,500; target AIP $2,293,375; LTIP target $10,500,000) . |
| 2024 AIP Payout | $2,476,845 (108% of target) . |
| 2024 LTI Granted | RSU 116,176 ($5.25M); PSU target 116,176 ($5.25M) . |
| Beneficial Ownership | 726,444 shares; 1.08% . |
| Upcoming Vesting Triggers | 343,406 options cliff vest 3/10/2025; 2024 RSUs vest ratably over 4 yrs from 3/15/2024 . |
Compensation Peer Group and Say‑on‑Pay
- Peer group used for 2024 pay decisions includes Hilton Grand Vacations, Marriott Vacations Worldwide, Hyatt, Marriott, Hilton, Caesars, Darden, Vail Resorts, and others; 2025 changes: removed MGM Resorts and Royal Caribbean; added Sabre .
- Say‑on‑Pay: 78% support in 2024 (down from ~90% average 2020–2023). Company engaged top holders and enhanced disclosures/metrics for 2025 plans .
Risk Indicators & Red Flags
- Pledging/hedging: Prohibited (mitigates misalignment/forced sales) .
- Equity acceleration on CIC: All equity fully vests (PSUs at target; certain modifier PSUs at max) on CIC—retention positive but potential over‑payment risk in certain outcomes .
- 2025 CFO transition: CFO announced retirement effective by June 1, 2025—normal succession underway; board‑assisted search in progress (execution/continuity watch item) .
- Related party: No Brown‑specific related‑party disclosures; related items involved Non‑Exec Chair aircraft timesharing and a consulting agreement with a former executive; both disclosed and reviewed by Audit Committee .
BOARD GOVERNANCE (for Director Role)
- Committees: Brown serves on the Executive Committee; Audit/Compensation/Governance Committees are fully independent .
- Independence/leadership: Independent Lead Director and Non‑Executive Chair structure; Board affirms independence for seven named directors (management director Brown not listed among independents) .
- Attendance: 100% attendance at Board/committee meetings in 2024; executive sessions of non‑management directors held regularly; independent‑only sessions at least annually (Lead Director chairs) .
- Director pay: Management directors receive no board compensation .
Investment Implications
- Alignment and incentives: High at‑risk mix (≈90% variable) and 100% EBITDA AIP weighting in 2024 (plus 3‑yr EPS PSUs) support pay‑for‑performance and cash/EPS discipline; 2024 pay outcome near target (108%) is consistent with operating delivery .
- Potential supply/technicals: A large 343,406‑share option block cliff‑vests on March 10, 2025 and 2024 RSUs vest ratably, which could introduce episodic selling pressure; hedging/pledging prohibitions and ownership guidelines temper adverse signals .
- Execution track: Multi‑year EPS performance drove 200% PSU payout for 2022–2024 cycle, consistent with 2024 fundamentals (Adj. EPS $5.75; Adj. EBITDA $929M); continued delivery against Adjusted EBITDA/EPS targets is pivotal for future PSU outcomes .
- Governance and shareholder lens: Clawback, no CIC cash severance without termination, and removal of hedging/pledging are positives; 2024 Say‑on‑Pay at 78% signals investor scrutiny—watch for 2025 plan adjustments (strategic goal added to AIP) and disclosure cadence .