Michael H. Wargotz
About Michael H. Wargotz
Independent director of Travel + Leisure Co. since 2006; age 66. Current committee memberships: Audit (audit committee financial expert), Compensation, and Executive. Independence affirmed by the Board under NYSE and SEC standards; he attended 100% of Board and committee meetings in 2024. Former Chair of the Audit Committee prior to rotation of chair duties in 2021. Core credentials include corporate finance, M&A, executive leadership, hospitality/consumer industries, human capital, and sales/branding.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Axcess Ventures (affiliate of Axcess Worldwide) | Chairman | Jul 2011 – Jun 2017 | Co-founded venture; branding/marketing development expertise for consumer brands |
| The Milestone Aviation Group, LLC | Chief Financial Officer | Aug 2010 – Jun 2011 | Global aviation leasing; finance leadership |
| Axcess Luxury & Lifestyle | Co-Chairman | Aug 2009 – Jul 2010 | Luxury brand development |
| NetJets, Inc. | Chief Financial Advisor | Dec 2006 – Aug 2009 | Aviation services; strategic finance |
| NetJets, Inc. | Vice President | Jun 2004 – Nov 2006 | Operational and finance roles |
| Cendant Corporation | Various leadership positions (CEO Lifestyle Division; EVP & CFO Alliance Marketing; SVP Business Development) | Jan 1998 – Dec 1999 | Strategic M&A and brand/platform growth |
| Early career: HFS Incorporated, PaineWebber & Co, American Express, Price Waterhouse | Finance and accounting roles | Pre-1998 | Capital markets, accounting foundation |
External Roles
| Company/Organization | Role | Tenure | Notes |
|---|---|---|---|
| Quotient Technology Inc. | Director (former) | Not disclosed | Prior public company board service |
| Resources Connection, Inc. | Director (former) | Not disclosed | Prior public company board service |
| CST Brands, Inc. | Director (former) | Not disclosed | Prior public company board service |
| Current public company boards | None | — | No current public directorships |
Board Governance
- Committee assignments: Audit (member; financial expert), Compensation (member), Executive (member). Audit Committee held 12 meetings in 2024; Compensation 5; Executive 5.
- Independence: Determined independent; all members of Audit, Compensation, Corporate Governance committees are independent.
- Attendance and engagement: 100% attendance at Board and assigned committees in 2024; directors also attend the annual meeting; independent and non-management executive sessions led by the Lead Director.
- Leadership/history: Previously served as Chair of the Audit Committee before rotation of chair to Mr. Rickles in 2021.
Fixed Compensation
| Component (2024) | Amount | Structure/Vesting | Notes |
|---|---|---|---|
| Annual Director Retainer | $210,000 | Paid in cash (quarterly) and stock (annually); minimum 50% in equity; DSU deferral available | Stock portion can be common shares or DSUs; DSUs credited with dividend equivalents |
| Audit Committee Member Retainer | $25,000 | Cash and/or equity per election | Standard committee member fee |
| Compensation Committee Member Retainer | $20,000 | Cash and/or equity per election | Standard committee member fee |
| Executive Committee Member Retainer | $20,000 | Cash and/or equity per election | Standard committee member fee |
| All Other Compensation (Wargotz actual 2024) | $51,655 | Charitable match, Wyndham Rewards points, legacy life insurance | Charitable match $45,000; 500,000 Wyndham Rewards points valued at $4,028; life insurance premiums $2,627 |
| Fees Paid in Cash (Wargotz actual 2024) | $137,577 | Actual cash received | Per 2024 Director Compensation Table |
| Total Director Compensation (Wargotz actual 2024) | $451,661 | Sum of cash, stock awards, other comp | Stock awards $262,429 (grant-date fair value, incl. RSUs and equity-paid retainers) |
- Director compensation program highlights: average 63% equity-based; robust stock ownership guidelines (≥5x cash retainer or ≥2.5x total retainer); average 50% deferral into DSUs; no per-meeting fees or retirement benefits.
- Charitable match: Company matches director contributions 3:1 up to $75,000/year.
Performance Compensation
| Equity Component (2024) | Amount/Units | Vesting/Terms | Performance Metrics |
|---|---|---|---|
| Annual Director RSU Grant | $125,000 grant-date fair value | Granted Mar 13, 2024; 100% vests after one year (2024 schedule) | None; time-vesting only |
| Equity-paid portion of retainers | Included in $262,429 stock awards (Wargotz actual) | Mix of common stock and/or DSUs per election | None; time-based DSUs payable in shares at separation; dividend equivalents credited |
| 2025 change to vesting | Program change to immediate vesting for annual director RSUs beginning 2025 | Adopted based on peer review | None; vesting acceleration (governance implication) |
TNL does not use performance-based equity (e.g., PSUs) for non-management director compensation; awards are time-vested RSUs and/or DSUs.
Other Directorships & Interlocks
- Compensation committee interlocks: None involving Travel + Leisure Co. executives and directors.
- Current interlocks: None disclosed for Mr. Wargotz.
Expertise & Qualifications
- Corporate finance and accounting; audit committee financial expert designation (SEC/NYSE definitions).
- Executive leadership and business development/M&A across hospitality, aviation services, and consumer branding.
- Hospitality/consumer-driven industry experience; sales and marketing expertise.
Equity Ownership
| Ownership Item (as of Dec 31, 2024) | Quantity/Status | Notes |
|---|---|---|
| DSUs (shares issuable) | 114,810 | DSUs credited with dividend equivalents; payable solely in shares upon Board departure |
| Unvested RSUs | 6,352 | From 2024 one-year vest grant and prior multi-year grants |
| Ownership guideline compliance | Exceeds threshold | All non-management directors met/exceeded guidelines as of Dec 31, 2024 |
| Hedging/pledging | Prohibited | Policy forbids hedging and pledging of Company stock by directors |
| Shares pledged as collateral | None permitted | Prohibited under Insider Trading Policy |
Governance Assessment
- Board effectiveness: Long-tenured independent director with audit financial expert status; multi-committee service enhances oversight of financial reporting, compensation, and between-meetings decision-making. Attendance and engagement are strong (100% in 2024).
- Alignment: Significant equity alignment via DSUs and annual RSU grants; complies with stringent director ownership guidelines; hedging/pledging prohibited.
- Compensation mix: Majority equity-based with deferral into DSUs; however, the 2025 shift to immediate vesting for director RSUs modestly reduces retentive features and may slightly lessen long-term alignment compared to longer vest schedules.
- Conflicts/related parties: Board’s annual independence review found no material relationships; related-party transactions disclosed do not involve Mr. Wargotz. Audit Committee pre-approves any related party transactions >$120,000.
- RED FLAGS: None identified specific to Mr. Wargotz (no pledging, no related-party exposure, full attendance). The vesting acceleration for director equity beginning 2025 warrants monitoring as a potential softening of pay-for-long-term alignment.