Geoff Ballotti
WYNDHAM HOTELS & RESORTSAbout Geoff Ballotti
Geoffrey A. Ballotti, 63, is President & CEO of Wyndham Hotels & Resorts and has served as a Director since 2018; he is a member of the Board’s Executive Committee and is not an independent director . Under Ballotti’s leadership, WH delivered TSR of 28% (1-year), 19% (3-year), and 74% (5-year) through 12/31/24, outpacing sector indices over longer horizons . 2024 operating highlights included 3.6% organic room growth, a record 69,000 rooms opened (~500 hotels), a 5% pipeline increase to 252,000 rooms, and 2% Global RevPAR growth in constant currency . Governance features include separation of Chair/CEO roles (Holmes is Non‑Executive Chair) and a Lead Independent Director structure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Wyndham Hotels | President & CEO | 2018 – Present | Led transformational M&A (La Quinta), tuck-ins (AmericInn, Vienna House) and brand launches (Trademark, Alltra, Registry Collection, ECHO Suites) . |
| Wyndham Hotel Group | President & CEO | 2014 – 2018 | Guided operations, growth, diversification; international expansion experience . |
| Wyndham Destinations Network | CEO | 2008 – 2014 | Strategic planning for organic/inorganic growth across travel businesses . |
| Starwood Hotels & Resorts | President, North America Division | 2003 – 2008 | Senior operating leadership in North America . |
| Starwood (various roles) | EVP Operations; SVP Southern Europe; MD, Ciga Spa, Italy | Prior to 2003 | Deep international and operational expertise in hospitality . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| The Steak N Shake Company | Director | 2007 – 2008 | Prior public company board experience . |
| AHLA | Executive Committee Member; Former Chair | Current; prior | Industry leadership and policy engagement . |
| US Travel Association | National Chairman | 2017 – 2019 | Sector advocacy and ecosystem leadership . |
| US Executive Office of the President | Economic Revival Industry Group | 2020 – 2021 | Public‑sector engagement on economic recovery . |
| Arne Sorenson Award | Recipient | 2023 | DE&I leadership recognition . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,063,291 | 1,143,719 | 1,294,504 |
| Non‑Equity Incentive Plan (AIP) ($) | 2,392,406 | 2,108,404 | 2,265,381 |
| Stock Awards ($, grant‑date FV) | 5,999,974 | 6,999,979 | 9,999,880 |
| All Other Compensation ($) | 277,118 | 407,610 | 335,299 |
| Total Compensation ($) | 9,732,789 | 10,659,712 | 13,895,064 |
- Employment agreement sets minimum base salary of $1,300,000 and AIP target of at least 175% of base salary (effective 1/1/2024; term extended to May 2029) .
- 2024 perquisites detail: aircraft personal use ($66,685), company automobile ($27,396), financial planning ($8,958), 401(k) match ($12,225), annual physical ($5,000), deferred comp match ($213,593); total $335,299 .
Performance Compensation
2024 Annual Incentive Plan (AIP)
| Metric | Weight | Target | Achievement | Payout vs Target |
|---|---|---|---|---|
| Adjusted EBITDA | 75% | $690 million | 100% achievement | 100% |
| Global Net Room Growth | 25% | 3.00% | 100% achievement | 100% |
| Overall | — | — | — | 100% of target AIP; CEO target 175% of base salary |
- AIP payout range 0–150% of target per metric; EBITDA threshold/maximum at 98%/102.6% of target, with interpolation .
- Target AIP for CEO was increased to 175% effective Jan 1, 2024 .
Long‑Term Incentives (LTI) – 2024 Grants and Design
| Award | Grant date | Quantity | Vesting/Performance |
|---|---|---|---|
| RSUs | 2/29/2024 | 65,316 | Time‑based; vest ratably over 4 years . |
| PSUs (target) | 2/29/2024 | 65,316 (Target); 32,658 (Threshold); 130,632 (Max) | 3‑yr cumulative adjusted EBIT per share; vest on 3rd anniversary; payout 0–200% with tiers (97.5%→50%, 100%→100%, 104.4%→200%) . |
| LTI mix (CEO) | 2024 | 50% PSUs / 50% RSUs | Performance‑based approach (no modifier grants) . |
- 2022 PSU cycle paid at 200% of target; 2024 EBIT per share at 119.2% of $18.03 target for the third year drove maximum payout .
Stock Options (legacy; no options granted since 2021)
| Grant | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 2/27/2019 | 191,204 | — | 52.44 | 2/27/2029 |
| 2/25/2020 | 196,448 | — | 53.40 | 2/25/2026 |
| 2/23/2021 | 61,287 | 20,429 | 65.21 | 2/23/2027 |
- Company has not granted options since 2021; maintains grant‑timing controls and prohibits timing awards around MNPI .
2024 Realizations (exercise/vesting)
| Date | Event | Shares | Value Realized ($) |
|---|---|---|---|
| 5/01/2024 | Option exercise | 213,310 | 2,550,490 |
| 12/16/2024 | Option exercise | 32,742 | 1,645,603 |
| 12/17/2024 | Option exercise | 32,742 | 1,638,894 |
| 2/23/2024 | PSU vest (2021 grant) | 49,072 | 3,900,733 |
| 2/27/2024 | RSU vest (2020/2021 grants) | 105,611 | 8,184,853 |
| 3/01/2024 | RSU vest (2023 grant) | 11,319 | 859,904 |
| 3/10/2024 | RSU vest (2022 grant) | 9,065 | 689,665 |
Note: Realizations do not confirm net sales; exercises/vests may or may not translate to open‑market sales .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 924,652 shares (1.18% of outstanding as of 3/15/2025) . |
| Options exercisable within 60 days | 469,368 shares for CEO (within 60 days of 3/15/2025) . |
| Unvested RSUs (12/31/2024) | 18,402 (2021), 18,129 (2022), 33,959 (2023), 65,316 (2024) . |
| Unearned PSUs outstanding (12/31/2024) | 72,516 (2022), 90,556 (2023), 65,316 (2024) . |
| Ownership guidelines | CEO must own 6× base salary; at least 2× in Unrestricted Shares; all NEOs compliant as of 12/31/2024 . |
| Hedging/pledging | Prohibited for directors/officers (no pledging, hedging, short sales, margin) . |
| Dividends on unvested awards | Dividends credited on RSUs/PSUs and paid only if the underlying units vest . |
| Deferred compensation | 2024 exec/company contributions $213,593 each; 2024 earnings $1,342,405; aggregate balance $9,217,471 at 12/31/2024 . |
Employment Terms
| Term | Provision |
|---|---|
| Contract term | Amended & restated effective 1/1/2024; term through May 2029 . |
| Base salary minimum | $1,300,000 . |
| AIP target | ≥175% of base salary (effective 2024) . |
| LTI | Equity awards at Committee discretion . |
| Perquisites | Up to 20 hours/year of personal aircraft use; standard benefits . |
| Severance (no cause/constructive discharge) | Lump sum 299% of (base salary + highest prior 3‑yr bonus, capped at target); up to 18 months COBRA reimbursement . |
| Equity on severance | Time‑based awards vest if due to vest within 1 year; options/SARs exercisable up to 2 years or original expiry; PSUs prorated based on employment period + 12 months (≤100% proration) subject to performance . |
| Non‑compete/Non‑solicit | During employment and 1 year post‑term (if after contract expiry) or 2 years post‑term (if within 3‑year contract term) . |
| Change‑in‑control (CIC) | Cash severance only upon qualifying termination (double trigger); equity fully vests upon CIC (single trigger) . |
Potential Payments on Termination (12/31/2024 assumption)
| Scenario | Cash Severance ($) | Medical ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|
| Death or Disability | — | — | 32,870,407 | 32,870,407 |
| Termination w/o Cause or Constructive Discharge | 10,689,250 | 34,886 | 27,112,678 | 37,836,814 |
| Qualifying Termination following CIC | 10,689,250 | 34,886 | 32,870,407 | 43,594,543 |
- No excise tax gross‑ups under CIC arrangements .
- Company maintains a clawback policy consistent with SEC/NYSE rules .
Board Governance (Director Service)
- Director since 2018; current committee role: Executive Committee Member; management Director (not independent) .
- Board leadership separated (Non‑Executive Chair Stephen P. Holmes; Lead Independent Director James E. Buckman) .
- Meetings: Board held 6 meetings in 2024; committee meetings: Audit (8), Compensation (10), Governance (5), Executive (2) .
- Attendance: Each Director attended at least 75% of Board/committee meetings; Company highlights >95% participation by each Director in 2024 .
- Management Directors receive no additional pay for Board service (non‑management Director pay only) .
- Say‑on‑Pay support: ~95% approval at 2024 annual meeting .
Director Compensation Context (for governance quality)
- Non‑management Director retainers: standard cash + stock; additional retainers for leadership and committee roles; annual RSU grant ($125k) vests over 4 years; deferral via DSUs; robust stock ownership guidelines .
- Compensation peer group spans hotels, gaming, leisure, and franchise peers; Committee does not target a specific percentile, uses multi‑point market references .
Compensation Structure Analysis (alignment signals)
- Increased CEO AIP target to 175% in 2024, reinforcing at‑risk pay; 2024 payout at 100% of target against EBITDA and Net Room Growth, consistent with pay‑for‑performance .
- LTI utilizes 50% PSUs with rigorous 3‑yr adjusted EBIT/share goals and a 0–200% payout slope; 2022 PSUs paid 200%, reflecting strong results through 2024 .
- Company ceased option grants in 2021, shifting toward RSUs/PSUs (lower leverage, retention focus); maintains strict grant‑timing policy .
- Robust clawback and prohibition on hedging/pledging strengthen alignment and risk controls .
Risk Indicators & Red Flags
- CIC equity acceleration is single‑trigger on change‑in‑control, while cash severance requires a qualifying termination (double‑trigger) .
- Large potential severance/acceleration value ($43.6M under CIC termination) can be viewed as entrenchment risk by some investors, though peer‑consistent per Committee .
- No CEO tax gross‑ups in 2024 All Other Compensation; gross‑ups apply to certain NEO perqs (not the CEO) .
- Policy prohibits hedging/pledging and short sales for insiders; no related‑party transactions disclosed involving the CEO (noting a separate aircraft timesharing agreement with Chair’s family LLC) .
Equity Vesting & Potential Selling Pressure
- Substantial scheduled RSU vesting through 2027 (65,316 RSUs from 2024 grant plus prior tranches) and PSU outcomes in 2025–2026 could create periodic liquidity events; 2024 included multiple option exercises and significant RSU/PSU vesting .
- Insider policy requires pre‑clearance and restricts trading windows; pledging is prohibited, mitigating forced‑sale risk .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay approval ~95% in 2024; Committee considered this in reaffirming program design, and engaged holders representing ~62% of outstanding shares on compensation/governance topics in 2024 .
Employment & Contracts Summary
- CEO term through May 2029; restrictive covenants (non‑compete/non‑solicit) for 1–2 years post‑termination depending on timing relative to contract term .
- Severance 299% of salary+bonus (capped at target) for w/o cause/constructive discharge; equity proration/limited acceleration; COBRA up to 18 months .
Investment Implications
- Alignment: High equity mix with rigorous 3‑year EBIT/share PSU targets, strong TSR over 3–5 years, robust clawback/anti‑pledging policies, and 6× salary ownership guideline indicate solid pay‑for‑performance alignment and insider skin‑in‑the‑game .
- Retention risk: Low near‑term risk given contract through 2029 and competitive, market‑aligned pay structure; however, large CIC benefits and single‑trigger equity vesting could influence transaction dynamics .
- Trading signals: Scheduled RSU/PSU vesting cadence and prior option exercises suggest periodic liquidity events; policy controls (windows/pre‑clearance; no pledging) mitigate adverse signaling from forced sales .
- Governance quality: Separation of Chair/CEO, Lead Independent Director, independent committees, strong say‑on‑pay support, and active shareholder engagement underpin governance stability .