Sy Esfahani
About Sy Esfahani
Sy Esfahani, 64, serves as Chief Technology Officer (CTO) of Travel + Leisure Co. and has held this role since November 2021. He previously was CIO at Qatar Airways Group (Feb 2019–Jun 2021) and Global CIO at MGM Resorts International (2013–2019), with earlier CIO/technology leadership roles in financial services and trade show production industries . As CTO, he and the CISO provide quarterly cybersecurity risk updates to the Audit Committee, covering threat environment, vulnerability assessments, and mitigation activities . Company performance over Esfahani’s tenure shows steady improvement in Adjusted EBITDA and Adjusted Diluted EPS, and cumulative TSR rose to 118.50 by year-end 2024 (value of a $100 investment) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Qatar Airways Group | Chief Information Officer | Feb 2019–Jun 2021 | Led enterprise IT for a global airline |
| MGM Resorts International | Global Chief Information Officer | 2013–2019 | Improved operations and customer experience across 20 resort brands |
Fixed Compensation
- Program design emphasizes market competitiveness and a base salary appropriate for role scope; base salary increases for NEOs averaged ~4% in 2024, while CEO received no increase .
- Company compensation elements and governance: fixed base salary, annual cash incentive (short-term), and long-term equity (PSUs and RSUs) .
Performance Compensation
| Incentive type | Metric | Weighting | Targeting approach | Payout range | Vesting |
|---|---|---|---|---|---|
| Annual cash incentive | Adjusted EBITDA | 100% (CEO and senior leadership team) | Corporate and business unit EBITDA targets with performance tiers 90%–106% of target | 25%–200% of target | Cash (annual) |
| Long-term PSUs | Adjusted Diluted EPS (3-year average) | CEO 50% of LTIP; other NEOs 25% | Three successive one-year EPS targets; average achievement over 3 years | 0%–200% of target | After 3-year performance period |
| Long-term RSUs | Time-vesting RSUs | CEO 50% of LTIP; other NEOs 75% | Standard vesting schedule | N/A | Vests ratably over 4 years (company practice reflected in NEO award footnotes) |
Notes:
- The company added a retirement provision to its long-term equity plan (RSUs continue vesting post-retirement; PSUs vest pro-rata, subject to actual performance) .
- Design choices reflect pay-for-performance alignment, emphasizing Adjusted EBITDA annually and Adjusted EPS over the multi-year horizon .
Equity Ownership & Alignment
- Executive Officer Stock Ownership Guidelines require 5x base salary for CEO, 3x for CFO, and 2x for other executive officers; compliance period is five years from appointment .
- Clawback Policy adopted Oct 2023 requires recovery of erroneously awarded incentive-based compensation upon restatements, covering officers designated under Section 16, for the prior three fiscal years .
- Hedging and pledging are prohibited for Directors and senior executives, including margin accounts and derivatives designed to offset price declines .
Employment Terms
- Change-in-control cash severance is double-trigger for NEOs; long-term equity awards under the 2006 Equity and Incentive Plan fully vest upon a change-in-control for all eligible employees (including executives), with PSUs deemed achieved at target under CIC provisions .
- Equity award timing is governed by a formal policy; annual grants occur at a pre-set Compensation Committee meeting each Q1 following year-end, with no option grants in 2024 besides ESPP; grants avoid timing around material nonpublic information .
Performance & Track Record
- Technology execution: company launched the Club Wyndham mobile app in 2024 to strong user reviews and plans to launch the WorldMark by Wyndham app in 2025 .
- Board oversight: CTO and CISO deliver quarterly cybersecurity risk briefings to the Audit Committee, including risk profile, vulnerability assessments, and incident updates .
Multi-Year Company Performance (context for CTO’s tenure)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Adjusted EBITDA ($USD Millions) | 259 | 778 | 859 | 908 | 929 |
| Adjusted Diluted EPS ($) | -0.94 | 3.65 | 4.52 | 5.70 | 5.75 |
| Total Shareholder Return (Value of $100) | 90.95 | 114.56 | 78.28 | 87.95 | 118.50 |
Investment Implications
- Compensation alignment: Company-wide emphasis on Adjusted EBITDA (annual) and Adjusted EPS (multi-year) drives accountability in operations and profitability; PSUs with 3-year average EPS focus reduce single-year volatility risk .
- Risk oversight: Direct CTO engagement with the Audit Committee on cybersecurity strengthens governance and operational risk management, salient for a travel company with extensive customer data exposure .
- Retention/vesting dynamics: Standard 4-year RSU vesting and 3-year PSU cycles, plus the retirement provision, support orderly succession and retention; full vesting under change-in-control reduces uncertainty but can diminish retention leverage in M&A scenarios .
- Disclosure gap: CTO-specific cash compensation, equity grant values, and personal ownership/pledging details are not disclosed in the proxy; analysts should monitor Form 4 filings for award/vesting events and any sales once insider-trade data is available (not found in current filings reviewed). Company policies mitigate hedging/pledging and provide clawback protection, supporting alignment even without individual-level disclosure .