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This excerpt taken from the WYN 10-K filed Mar 7, 2007. ITEM 10. DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Identification
of Directors.
Information required by this item is included in the Proxy
Statement under the caption “Election of Directors”
and is incorporated by reference in this report.
Identification
of Executive Officers.
The following provides information for each of our executive
officers.
Stephen P. Holmes, 50, has served as the Chairman of our Board
of Directors and as our Chief Executive Officer since our
separation from Cendant in July 2006. Mr. Holmes was a
director since May 2003 of the already-existing, wholly owned
subsidiary of Cendant that held the assets and liabilities of
Cendant’s hospitality services (including timeshare
resorts) businesses before our separation from Cendant and has
served as a director of Wyndham Worldwide since the separation
in July 2006. Mr. Holmes was Vice Chairman and Director of
Cendant and Chairman and Chief Executive Officer of
Cendant’s Travel Content Division from December 1997 until
our separation from Cendant in July 2006. Mr. Holmes was
Vice Chairman of HFS Incorporated, from September 1996 until
December 1997 and was a director of HFS from June 1994 until
December 1997. From July 1990 through September 1996,
Mr. Holmes served as Executive Vice President, Treasurer
and Chief Financial Officer of HFS.
Franz S. Hanning, 53, has served as President and Chief
Executive Officer, Wyndham Vacation Ownership since our
separation from Cendant in July 2006. Mr. Hanning was the
Chief Executive Officer of Cendant’s Timeshare Resort Group
from March 2005 until our separation from Cendant in July 2006.
Mr. Hanning served as President and Chief Executive Officer
of Fairfield Resorts, Inc. (which has been renamed Wyndham
Vacation Resorts, Inc.) from April 2001, when Cendant acquired
Fairfield, to March 2005 and as President and Chief Executive
Officer of Trendwest Resorts, Inc. (which has been renamed
WorldMark by Wyndham) from August 2004 to March 2005.
Mr. Hanning joined Fairfield in 1982 and held several key
leadership positions with Fairfield, including Regional Vice
President, Executive Vice President of Sales and Chief Operating
Officer.
Kenneth N. May, 56, has served as President and Chief Executive
Officer, RCI Global Vacation Network since our separation from
Cendant in July 2006. Mr. May was the Chief Executive
Officer of Cendant’s Vacation Network Group from March 2005
until our separation from Cendant in July 2006. From February
1999 to March 2005, Mr. May was Chairman and Chief
Executive Officer of RCI. Prior to joining Cendant, Mr. May
held positions as General Manager with Citibank North America
Credit Cards, Senior Vice President and General Manager with
Disney Vacation Club and various other leadership positions for
PepsiCo, Inc. and Colgate-Palmolive Company.
Table of Contents
Steven A. Rudnitsky, 48, has served as President and Chief
Executive Officer, Wyndham Hotel Group since our separation from
Cendant in July 2006. Mr. Rudnitsky was the Chief Executive
Officer of Cendant’s Hotel Group from March 2002 until our
separation from Cendant in July 2006. Prior to joining Cendant,
from December 2000 to March 2002, Mr. Rudnitsky was
President of Kraft Foodservice and Executive Vice President of
Kraft Foods, Inc. Mr. Rudnitsky was appointed to these
positions with Kraft in December 2000 upon Kraft’s
acquisition of Nabisco Foods Company, where he served as
President from 1999 until December 2000. From 1996 to 1999,
Mr. Rudnitsky was Vice President and General Manager, food
service, for Pillsbury Bakeries & Foodservice. From
1984 to 1996, Mr. Rudnitsky held positions of increasing
responsibility at PepsiCo, Inc.
Virginia M. Wilson, 52, has served as our Executive Vice
President and Chief Financial Officer since our separation from
Cendant in July 2006. Ms. Wilson was Executive Vice
President and Chief Accounting Officer of Cendant from September
2003 until our separation from Cendant in July 2006. From
October 1999 until August 2003, Ms. Wilson served as Senior
Vice President and Controller for MetLife, Inc., a provider of
insurance and other financial services. From 1996 until 1999,
Ms. Wilson served as Senior Vice President and Controller
for Transamerica Life Companies, an insurance and financial
services company. Prior to Transamerica, Ms. Wilson was an
Audit Partner of Deloitte & Touche LLP.
Scott G. McLester, 44, has served as our Executive Vice
President and General Counsel since our separation from Cendant
in July 2006. Mr. McLester was Senior Vice President, Legal
for Cendant from April 2004 until our separation from Cendant in
July 2006. Mr. McLester was Group Vice President, Legal for
Cendant from March 2002 to April 2004, Vice President, Legal for
Cendant from February 2001 to March 2002 and Senior Counsel for
Cendant from June 2000 to February 2001. Prior to joining
Cendant, Mr. McLester was a Vice President in the Law
Department of Merrill Lynch in New York and a partner with the
law firm of Carpenter, Bennett and Morrissey in Newark, New
Jersey.
Mary R. Falvey, 46, has served as our Executive Vice President
and Chief Human Resources Officer since our separation from
Cendant in July 2006. Ms. Falvey was Executive Vice
President, Global Human Resources for Cendant’s Vacation
Network Group from April 2005 until our separation from Cendant
in July 2006. From March 2000 to April 2005, Ms. Falvey
served as Executive Vice President, Human Resources for RCI.
From January 1998 to March 2000, Ms. Falvey was Vice
President of Human Resources for Cendant’s Hotel Division
and Corporate Contact Center group. Prior to joining Cendant,
Ms. Falvey held various leadership positions in the human
resources division of Nabisco Foods Company.
Thomas F. Anderson, 42, has served as our Executive Vice
President and Chief Real Estate Development Officer since our
separation from Cendant in July 2006. From April 2003 until July
2006, Mr. Anderson was Executive Vice President, Strategic
Acquisitions and Development of Cendant’s Timeshare Resort
Group. From January 2000 until February 2003, Mr. Anderson
was Senior Vice President, Corporate Real Estate for Cendant
Corporation. From November 1998 until December 1999,
Mr. Anderson was Vice President of Real Estate Services,
Coldwell Banker Commercial. From March 1995 to October 1998,
Mr. Anderson was General Manager of American Asset
Corporation, a full service real estate developer based in
Charlotte, North Carolina. From June 1990 until February 1995,
Mr. Anderson was Vice President of Commercial Lending for
BB&T Corporation in Charlotte, North Carolina.
Nicola Rossi, 40, has served as our Senior Vice President and
Chief Accounting Officer since our separation from Cendant in
July 2006. Mr. Rossi was Vice President and Controller of
Cendant’s Hotel Group from June 2004 until our separation
from Cendant in July 2006. From April 2002 to June 2004,
Mr. Rossi served as Vice President, Corporate Finance for
Cendant. From April 2000 to April 2002, Mr. Rossi was
Corporate Controller of Jacuzzi Brands, Inc., a bath and
plumbing products company, and was Assistant Corporate
Controller from June 1999 to March 2000. From November 1995 to
May 1999, Mr. Rossi was Director of Corporate Accounting of
The Great Atlantic & Pacific Tea Company, Inc. From
1988 to 1995, Mr. Rossi held various positions, from staff
accountant to manager, with Deloitte & Touche LLP.
Compliance
with Section 16(a) of the Exchange Act.
The information required by this item is included in the Proxy
Statement under the caption “Section 16(a) Beneficial
Ownership Reporting Compliance”.
Code of
Ethics.
The information required by this item is included in the Proxy
Statement under the caption “Code of Business Conduct and
Ethics”.
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