Ronald L. Rickles
About Ronald L. Rickles
Independent director (age 73) serving on TNL’s board since 2018; former Senior Partner at Deloitte & Touche LLP with 30 years as an audit partner focused on hospitality, REITs, retail, financial services and franchisors, including legacy TNL businesses . He chairs TNL’s Audit Committee and is a member of the Corporate Governance Committee; the board has affirmatively determined he is independent under NYSE and company criteria .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Senior Partner; NJ Managing Partner; Northeast regional leader for mid-market/private companies | Through retirement in 2014 | Advising audit committees on financial reporting, internal controls, investigations and governance; extensive M&A and capital markets transaction experience |
| Travel + Leisure Co. | Audit Committee Chair | Chair rotated to Rickles in 2021 (from Wargotz) | Leads audit oversight including external reporting, internal controls, ERM/cybersecurity; pre-approves auditor services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None | — | — | No current or prior public company directorships disclosed |
Board Governance
- Committee roles: Audit Committee Chair; Corporate Governance Committee member; designated audit committee financial expert; all members independent and financially literate .
- Attendance/engagement: Board met 4 times in 2024; each director attended 100% of board and committee meetings and the 2024 annual meeting . Audit Committee held 12 meetings; Corporate Governance held 4 .
- Independence and conflicts: Board annually reviewed relationships; all seven independent directors (incl. Rickles) had no relationships inconsistent with independence; related party transactions >$120k require Audit Committee pre-approval .
- Risk oversight: Audit Committee oversees ERM and cybersecurity with quarterly CTO/CISO reports; Corporate Governance oversees independence/conflicts and Corporate Responsibility; Compensation oversees comp risk and succession .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Paid in Cash | $136,331 | Director and committee retainers (paid in cash and stock; directors must take ≥50% of fees in stock) |
| Stock Awards | $261,157 | Includes annual $125,000 RSU grant (vests 100% after one year in 2024) plus equity portion of retainers (common stock/DSUs) |
| All Other Compensation | $2,780 | Wyndham Rewards points (345,000 points ≈ $2,780) |
| Total | $400,268 | Sum of cash, stock, other |
| Standard Director Retainer | $210,000 | Paid in cash and stock; minimum 50% equity election; deferrable into DSUs |
| Audit Chair Additional Retainer | $45,000 | Chair fee |
| Corporate Governance Member Retainer | $17,500 | Committee member fee |
- Deferral program: Directors may defer cash/equity into DSUs credited with dividend equivalents, payable solely in stock upon board departure .
- Stock ownership guidelines: Greater of 5x cash retainer or 2.5x total retainer; all directors exceeded thresholds as of Dec 31, 2024 .
Performance Compensation
| Element | Metric/Structure | Vesting/Terms |
|---|---|---|
| Annual Director RSU grant | Time-based RSUs (not performance-based) | 2024 grant $125,000, 100% vest after one year; starting 2025, immediate vesting of annual RSU grant |
| DSU elections | None (unit accrual with dividend equivalents) | Payable solely in shares after board service ends |
| Options | None to directors in 2024 | Company granted no stock options in 2024 (other than ESPP); director equity is RSUs/DSUs |
Directors do not receive performance-tied equity or cash incentives; meeting fees are not paid; charitable match up to $75,000 at a 3:1 company match may apply .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public boards | None disclosed for Rickles |
| Compensation committee interlocks | None involving TNL executive officers/directors |
Expertise & Qualifications
- Financial/accounting: 30 years as Deloitte audit partner; audit committee advisor on reporting, internal controls, investigations, governance; SEC “financial expert” on TNL Audit Committee .
- Industry: Deep hospitality/timeshare, REITs, retail, financial services franchisor audit experience; M&A/capital markets transaction expertise .
- Governance: Leads Audit Committee; oversight of ERM/cyber and auditor independence; knowledge of mid-market/private audit practice leadership .
Equity Ownership
| Measure (as of Dec 31, 2024) | Quantity | Notes |
|---|---|---|
| Beneficial ownership (shares) | 36,787 | Includes DSUs; less than 1% of outstanding shares |
| DSUs (shares issuable) | 36,787 | DSUs credited with dividend equivalents |
| Unvested RSUs | 6,352 | RSUs scheduled to vest beyond 60 days excluded from beneficial tally |
| Ownership guideline compliance | Exceeds threshold | All directors in compliance |
| Anti-hedging/pledging | Prohibited for directors/executives | No hedging or pledging; margin accounts prohibited |
Insider Trades
| Date/Event | Security | Detail |
|---|---|---|
| 4/25/2024 DSU dividend reinvestment; late Form 4 filed 7/25/2024 | DSUs | Administrative error by company caused late Form 4 for multiple directors including Rickles, reflecting DSUs issued via dividend reinvestment under the Non-Employee Directors Deferred Compensation Plan |
Governance Assessment
- Strengths: Independent Audit Chair with SEC “financial expert” designation; strong attendance (100% in 2024) and robust Audit Committee cadence (12 meetings); explicit ERM/cyber oversight; strict anti-hedging/pledging and director ownership requirements with full compliance .
- Alignment: High equity mix in director pay (avg. 63% in 2024) and DSU deferrals payable in stock post-service, supporting long-term shareholder alignment; Rickles’ 2024 pay totaled $400,268 with $261,157 in stock awards .
- Potential red flags: Optics of former Deloitte senior partner chairing Audit while Deloitte is auditor; mitigated by retirement in 2014 and Audit Committee’s annual independence review and pre-approval controls (committee affirmed Deloitte independence) . Minor administrative issue: late Form 4 reporting of DSU dividend reinvestment, addressed and disclosed; not indicative of trading misconduct .
- Shareholder signals: 2024 say‑on‑pay support at 78% (down from historical ~90%), prompting expanded outreach and disclosure enhancements; while an executive pay item, it reflects board responsiveness to investor feedback .