Thomas M. Duncan
About Thomas M. Duncan
Thomas M. Duncan, 49, is Senior Vice President and Chief Accounting Officer (CAO) of Travel + Leisure Co. (TNL) since September 2022; he previously served as SVP, Finance (2018–2022) and held controller and finance roles at Wyndham Vacation Ownership, beginning his career in assurance at Ernst & Young LLP . Company performance during his CAO tenure shows net revenues rising to $3,864 million in 2024 from $3,750 million in 2023, Adjusted EBITDA increasing to $929 million from $908 million, and diluted EPS at $5.82 in 2024 vs. $5.28 in 2023 . The stock’s cumulative total return in the company’s performance graph moved from $78.28 at YE 2022 to $118.50 at YE 2024 on a base-$100 in 2019 framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Travel + Leisure Co. | SVP, Finance | Jun 2018 – Sep 2022 | Not disclosed |
| Wyndham Vacation Ownership | Senior Vice President & Controller | 2006 – 2018 | Not disclosed |
| Wyndham Vacation Ownership | Vice President & Assistant Controller | 2000 – 2006 | Not disclosed |
| Wyndham Vacation Ownership | Director of Financial Reporting | 1999 – 2000 | Not disclosed |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ernst & Young LLP | Assurance services (early career) | Not disclosed | Not disclosed |
Fixed Compensation
| Component | Terms |
|---|---|
| Base Salary | $400,000 (per appointment letter, effective Sep 30, 2022) |
| Target Bonus % | 50% of base salary, subject to performance goals |
| Long-Term Incentive (special one-time) | $250,000 grant-date value, vesting on a pro‑rated basis over four years subject to continued employment (committee approval required) |
| Benefits/Perquisites | Employee benefits and perquisites generally available to executive officers |
Performance Compensation
| Program | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Incentive (Company-wide design) | Adjusted EBITDA | Not disclosed for CAO | Not disclosed | Not disclosed | Cash paid following year |
| Long-Term Incentive (Company-wide design for PSUs) | Adjusted Diluted EPS measured over a 3-year performance period (2024–2026 uses three successive one‑year goals averaged) | Not disclosed for CAO | Threshold/Target/Stretch set annually; targets not disclosed mid‑cycle | Not disclosed | PSUs vest based on performance at end of period |
| RSUs (time-based) | N/A | N/A | N/A | N/A | Typically vest ratably over four years (company practice) |
Design changes in 2024 shifted PSUs from three-year cumulative Adjusted Diluted EPS to three-year average performance against successive annual Adjusted Diluted EPS goals to better align targets with current information and market conditions .
Equity Ownership & Alignment
| Topic | Details |
|---|---|
| Executive Stock Ownership Guidelines | CEO 5x salary; CFO 3x; other executive officers 2x; five-year compliance window; stock and RSUs count, PSUs and options excluded |
| Compliance Status (as disclosed) | As of Dec 31, 2024, all NEOs exceeded requirements (CAO compliance not specifically disclosed) |
| Hedging/Pledging | Prohibited: no hedging transactions or pledging TNL securities/margin accounts per Insider Trading Policy |
| Change-in-Control Treatment | Long-term equity grants to eligible employees (including executives) fully vest upon a change‑in‑control under the equity plan |
Employment Terms
| Item | Terms |
|---|---|
| Appointment | Appointed Senior Vice President & Chief Accounting Officer effective Sep 30, 2022 |
| Contract Form | Letter offering compensation terms; equity grants subject to Compensation Committee approval |
| Severance/Change‑of‑Control (CAO-specific) | Not disclosed |
| Equity Acceleration (Plan Feature) | All grants under the 2006 Equity and Incentive Plan fully vest on change‑in‑control (company-wide) |
| Clawback Policy | Incentive Compensation Recovery Policy (effective Oct 2, 2023) requires recovery of erroneously awarded incentive-based compensation after restatements for covered Section 16 officers over prior three fiscal years; applies regardless of misconduct |
| Deferred Compensation | Officer deferred compensation plan allows deferrals of base and annual incentive; company match up to 6% of base and incentive; vested 100%; lump sum or installments up to 10 years (plan features disclosed) |
| Non‑Compete/Non‑Solicit/Garden Leave | Not disclosed |
Performance & Track Record (Company-Level during tenure)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net Revenues ($USD Millions) | $3,750 | $3,864 |
| Adjusted EBITDA ($USD Millions) | $908 | $929 |
| Diluted EPS ($USD) | $5.28 | $5.82 |
| Stock Performance (Cumulative Return, Base $100 in 2019) | YE 2022 | YE 2023 | YE 2024 |
|---|---|---|---|
| Travel + Leisure Co. | $78.28 | $87.95 | $118.50 |
Investment Implications
- Retention and alignment: The CAO’s compensation includes a four-year vesting schedule on his special $250,000 LTIP award, reinforcing retention incentives and alignment through time‑based equity . Hedging and pledging are prohibited, supporting clean alignment with shareholder outcomes .
- Pay-for-performance design: Company annual incentives are tied to Adjusted EBITDA, while PSUs use Adjusted Diluted EPS over multi‑year periods, linking compensation to profitability and earnings quality through cycles . Equity fully vests upon change‑in‑control under the plan, which can compress vesting horizons and potentially create selling pressure post‑transaction .
- Ownership expectations: Executive stock ownership guidelines (2x salary for non‑CEO/CFO executive officers) with a five-year compliance period promote skin‑in‑the‑game; CAO’s specific ownership level is not disclosed, preventing direct alignment assessment .
- Execution context: During Duncan’s CAO tenure, TNL delivered higher net revenues (+$114 million YoY per MD&A), modest Adjusted EBITDA progression, and improved diluted EPS; cumulative return in the performance graph rose meaningfully from YE 2022 to YE 2024, indicating improved shareholder outcomes over the period .