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WYN » Topics » Overview

This excerpt taken from the WYN DEF 14A filed Apr 2, 2009.
Overview
 
Our Executive Total Compensation Strategy is designed to achieve the following objectives:
 
• Attract and retain superior senior management talent.
 
• Provide our executives with market competitive compensation elements consistent with comparable hotel and other service companies.
 
• Support a high-performance environment by linking compensation with performance.
 
• Support a long-term focus for our executives that aligns their interests with the interests of our shareholders.
 
As discussed in more detail below, the compensation decisions and other actions applicable to our named executive officers for 2008 were as follows:
 
• We paid our named executive officers the base salaries listed in the Summary Compensation Table below. In February 2008, the Compensation Committee (Committee) approved base salary merit increases for the named executive officers in the amounts described under 2008 Executive Compensation Elements and Decisions — Base Salary. In January 2009, management recommended to the Committee that, as part of an overall plan to reduce our costs, the named executive officers together with other senior levels of management should not receive a 2009 base salary merit increase. The Committee considered and approved this recommendation.
 
• In March 2009, we paid our named executive officers, other than Mr. Holmes, 2008 annual incentive compensation in the amounts listed in the Summary Compensation Table below. As discussed under 2008 Executive Compensation Elements and Decisions — Annual Incentive Compensation, Mr. Holmes proposed to the Committee that in determining his 2008 annual incentive compensation it should consider not paying him incentive compensation for 2008. The Committee considered and accepted Mr. Holmes’ proposal and did not award him annual incentive compensation. In March 2009, we paid Mr. Hanning additional incentive cash compensation based on a 3-year performance period as provided under his employment agreement and listed in the Summary Compensation Table below. This provision for additional incentive cash compensation was established in connection with our 2006 spin-off from Cendant.
 
• In February 2008, the Committee granted stock settled stock appreciation rights and restricted stock units to our named executive officers in the amounts listed in the Grants of Plan-Based Awards Table below.
 
• In February 2008, the Committee approved 2008 executive perquisites consistent with our 2007 program. Named executive officer compensation for 2008 attributable to perquisites is described in the All Other Compensation Table below.
 
• In February 2008, the Board approved an amendment to our Policy on Granting Equity Awards as described under Policies and Practices for Pricing and Timing of Granting Equity Awards.
 
• In March 2008, we appointed Geoffrey A. Ballotti President and CEO of Group RCI, our global vacation exchange and rentals business unit. We entered into an employment agreement with Mr. Ballotti, effective March 31, 2008, with a term expiring in March 2011. The terms of Mr. Ballotti’s employment agreement are further described below under Agreements with Named Executive Officers.


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• In June 2008, management and the Committee engaged our compensation consultant to review and recommend a revised peer group for purposes of compensation benchmarking for our senior executives. In July 2008, the Committee adopted a revised peer group as discussed below under Compensation Benchmarking — Review and Revision of Peer Group.
 
• In September 2008, we entered into a termination agreement with Steven A. Rudnitsky, the former President and CEO of our Wyndham Hotel Group business unit. Pursuant to the termination agreement, we paid Mr. Rudnitsky cash severance and accelerated the vesting of certain stock-based awards. The amounts paid to Mr. Rudnitsky under the termination agreement are listed in the Summary Compensation Table below and discussed further under Termination Agreement with Named Executive Officer.
 
Under SEC rules, in addition to our CEO and CFO, we are required to include as named executive officers in this proxy statement our three executive officers (other than our CEO and CFO) with the highest aggregate compensation for 2008 who were serving as executive officers at the end of the last completed fiscal year and up to two additional individuals who would have been named executive officers but for the fact that the individual was not serving as an executive officer at the end of the fiscal year. Since Mr. Rudnitsky was one of our three executive officers other than our CEO and CFO with the highest aggregate compensation for 2008, he is a named executive officer for purposes of this proxy statement even though he was not serving as an executive officer at the end of the fiscal year.
 
Due to the termination agreement with Mr. Rudnitsky, Mr. Rudnitsky was not employed by us on the date upon which our named executive officers must be employed to receive 2008 annual incentive compensation and 2009 long-term incentive awards under our compensation plans. As a result he was not paid 2008 annual incentive compensation or eligible for 2009 compensation elements. Accordingly, this Compensation Discussion and Analysis does not include a discussion of these matters.
 
• In November 2008, we appointed Eric A. Danziger President and CEO of our Wyndham Hotel Group business unit. We entered into an employment agreement with Mr. Danziger, effective December 1, 2008, with a term expiring in December 2011. Since Mr. Danziger was appointed to his position late in 2008, he was not one of our three executive officers other than the CEO and CFO with the highest aggregate compensation for 2008, so he is not a named executive officer for purposes of this proxy statement.
 
• In December 2008, we executed amendments to the employment agreements of each of the named executive officers intended to either exempt payments and benefits under the agreements from Section 409A of the Code or comply with Section 409A of the Code. The Section 409A amendments to the employment agreements amended the agreements only to the extent necessary under Section 409A of the Code and did not materially amend any provisions of the employment agreements.
 
As discussed further below, the compensation decisions applicable to our named executive officers for 2009 were as follows:
 
• In January 2009, management recommended to the Committee that, as part of an overall plan to reduce our costs, the named executive officers together with other senior levels of management should not receive a 2009 base salary merit increase. The Committee considered and approved this recommendation. Accordingly, 2009 base salaries are the same as 2008 base salaries.
 
• In February 2009, the Committee approved plan parameters for 2009 annual incentive compensation.
 
• In February 2009, the Committee granted restricted stock units to each of our named executive officers, stock settled stock appreciation rights to Mr. Holmes and restricted cash units to certain


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of our named executive officers. The long-term incentive awards granted to our named executive officers are described under 2009 Executive Compensation Decisions — Long-term Incentive Compensation.
 
• In February 2009, the Committee approved 2009 executive perquisites consistent with our 2008 program.
 
• In February 2009, our Board further amended our Policy on Granting Equity Awards as described under Policies and Practices for Pricing and Timing of Granting Equity Awards.
 
This excerpt taken from the WYN 10-K filed Feb 27, 2009.
OVERVIEW
 
As one of the world’s largest hospitality companies, we offer individual consumers and business customers a broad suite of hospitality products and services across various accommodation alternatives and price ranges through our portfolio of world-renowned brands. With more than 20 brands, which include Wyndham Hotels and Resorts, Ramada, Days Inn, Super 8, Wyndham Rewards, Wingate, Microtel, RCI, The Registry Collection, Endless Vacation Rentals, Landal GreenParks, Cottages4You, Novasol, Wyndham Vacation Resorts and WorldMark by Wyndham, we have built a significant presence in most major hospitality markets in the United States and throughout the rest of the world.
 
The hospitality industry is a major component of the travel industry, which is the third-largest retail industry in the United States after the automotive and food stores industries. We operate primarily in the lodging, vacation exchange and rentals, and vacation ownership segments of the hospitality industry:
 
•        Through our lodging business, we franchise hotels in the upscale, midscale, and economy segments of the lodging industry and provide hotel management services to owners of luxury, upscale and midscale hotels;
 
•        Through our vacation exchange and rentals business, we provide vacation exchange products and services and access to distribution systems and networks to resort developers and owners of intervals of vacation ownership interests, and we market vacation rental properties primarily on behalf of independent owners, vacation ownership developers and other hospitality providers; and
 
•        Through our vacation ownership business, we develop, market and sell vacation ownership interests to individual consumers, provide consumer financing in connection with the sale of vacation ownership interests and provide management services at resorts.
 
We provide directly to individual consumers our high quality products and services, including the various accommodations we market, such as hotels, vacation resorts, villas and cottages, and products we offer, such as vacation ownership interests. We also provide valuable products and services to our business customers, such as franchisees, hotel owners, affiliated resort developers and prospective developers. These products and services include marketing and central reservation systems, inventory networks and distribution channels, back office services and loyalty programs. We strive to provide value-added products and services that are intended to both enhance the travel experience of the individual consumer and drive revenue to our business customers. The depth and breadth of our businesses across different segments of the hospitality industry provide us with the opportunity to expand our relationships with our existing individual consumers and business customers in one or more segments of our business by offering them additional or alternative products and services from our other segments. Historically, we have pursued what we believe to be financially-attractive entry points in the major global hospitality markets to strengthen our portfolio of products and services.
 
The largest portion of our revenues comes from fees we receive in exchange for providing services and products. For example, we receive fees in the form of royalties for our customers’ utilization of our brands and for our provision of hotel and resort management and vacation exchange and rentals services. The remainder of our revenues comes from the proceeds received from sales of products, such as vacation ownership interests and related services.
 
Our lodging, vacation exchange and rentals and vacation ownership businesses all have both domestic and international operations. During 2008, we derived 76% of our revenues in the United States and 24% internationally. For a discussion of our segment revenues, profits, assets and geographical operations, see the notes to financial statements of this Annual Report. For additional information concerning our business, see Item 2. Properties, of this Annual Report.
 
This excerpt taken from the WYN DEF 14A filed Mar 17, 2008.
Overview
 
Our Executive Total Compensation Strategy is designed to achieve the following objectives:
 
• Attract and retain superior senior management talent.
 
• Provide our executives with market competitive compensation elements consistent with comparable hospitality, service and general industry companies.
 
• Support a high-performance environment by linking compensation with performance.
 
• Support a long-term focus for our executives that aligns their interests with the interests of our shareholders.
 
In summary, the compensation decisions and other actions relevant to our named executive officers for 2007 were as follows:
 
• We adopted our Executive Total Compensation Strategy as described below.
 
• We paid our named executive officers the base salaries listed in the Summary Compensation Table below. Our Compensation Committee approved base salary merit increases for the named executive officers in the amounts described under 2007 Executive Compensation Elements and Decisions — Base Salary.
 
• We paid our named executive officers annual incentive compensation in the amounts listed in the Summary Compensation Table below.
 
• We made grants of stock settled stock appreciation rights and restricted stock units to our named executive officers in the amounts listed in the Grants of Plan-Based Awards Table below.
 
• We provided our named executive officers perquisites and all other compensation in the amounts listed in the All Other Compensation Table below.
 
• In October 2007, Kenneth N. May resigned his position as President and CEO of our Group RCI business unit and entered into a termination agreement with us. Pursuant to the termination agreement, we paid Mr. May cash severance and accelerated the vesting of certain stock-based awards. The amounts paid to Mr. May under the termination agreement are listed in the Summary Compensation Table below and discussed further under Resignation of Named Executive Officer.
 
Due to Mr. May’s resignation, Mr. May was not employed by Wyndham Worldwide on the date upon which our named executive officers must be employed to receive 2007 annual incentive compensation and 2008 long-term incentive awards under our compensation plans. As a result he was not paid 2007 annual incentive compensation or eligible for 2008 compensation elements. Accordingly, this Compensation Discussion and Analysis does not include a discussion of these matters.
 
The compensation decisions relevant to our named executive officers for 2008 were as follows:
 
• Our Compensation Committee approved base salary merit increases for the named executive officers in the amounts described under 2008 Executive Compensation Elements and Decisions — Base Salary.


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• Our Compensation Committee approved corporate and business unit EBIT targets and funding models for 2008 annual incentive compensation.
 
• We made grants of stock settled stock appreciation rights and restricted stock units to our named executive officers in the amounts described under 2008 Executive Compensation Decisions — Long-term Incentive Compensation.
 
• Our Compensation Committee approved 2008 executive perquisites consistent with our 2007 program.
 
• We amended our Policy on Granting Equity Awards as described under Policies and Practices for Pricing and Timing of Granting Equity Awards.
 
This excerpt taken from the WYN 10-K filed Feb 29, 2008.
Overview
 
Wyndham Vacation Ownership, our vacation ownership business, includes marketing and sales of vacation ownership interests, consumer financing in connection with the purchase by individuals of vacation ownership interests, property management services to property owners’ associations, and development and acquisition of vacation ownership resorts. We operate our vacation ownership business through our two primary brands, Wyndham Vacation Resorts and WorldMark by Wyndham. We have the largest vacation ownership business in the world as measured by annual revenues associated with the sale of vacation ownership interests, the numbers of vacation ownership resorts, vacation ownership units and owners of vacation ownership interests. During 2007, we recorded almost $2.0 billion in vacation ownership interest sales. As of December 31, 2007, we have developed or acquired approximately 145 vacation ownership resorts in the United States, Canada, Mexico, the Caribbean and the South Pacific that represent more than 18,000 individual vacation ownership units and over 800,000 owners of vacation ownership interests. During 2007, Wyndham Vacation Ownership expanded its portfolio with the addition of five resorts in Oceanside, California; San Diego, California; Panama City Beach, Florida; San Antonio, Texas; and Wisconsin Dells, Wisconsin, and added additional inventory at locations in Florida, Tennessee and Hawaii.
 
Our primary vacation ownership brands, Wyndham Vacation Resorts and WorldMark by Wyndham, operate vacation ownership programs through which vacation ownership interests can be redeemed for vacations through points-based internal reservation systems that provide owners with flexibility (subject to availability) as to resort location, length of stay, unit type and time of year. The points-based reservation systems offer owners redemption opportunities for other travel and leisure products that may be offered from time to time, and the opportunity for owners to use our products for one or more vacations per year based on level of ownership. Our vacation ownership programs allow us to market and sell our vacation ownership products in variable quantities as opposed to the fixed quantity of the traditional, fixed-week vacation ownership, which is primarily sold on a weekly interval basis, and to offer to existing owners “upgrade” sales to supplement such owners’ existing vacation ownership interests. Although we operate Wyndham Vacation Resorts and WorldMark by Wyndham as separate brands, we have integrated substantially all of the business functions of Wyndham Vacation Resorts and WorldMark by Wyndham, including consumer finance, information technology, certain staff functions, product development and certain marketing activities.
 
Our vacation ownership business derives a majority of its revenues from sales of vacation ownership interests and derives other revenues from consumer financing and property management. Because revenues from sales of vacation ownership interests and consumer finance in connection with such sales depend on the number of vacation ownership units in which we sell vacation ownership interests, increasing the number of such units is important to our revenue growth. Because revenues from property management depend on the number of units we manage,


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increasing the number of such units is also important to our revenue growth. Revenues from our vacation ownership business represented approximately 55%, 54% and 54% of total company net revenues during 2007, 2006 and 2005, respectively. EBITDA from our vacation ownership business represented approximately 42%, 45% and 38% of total company EBITDA during 2007, 2006 and 2005, respectively. Please see Note 19 to the Consolidated and Combined Financial Statements for a discussion of our results of operations by segment and geographic region.
 
This excerpt taken from the WYN DEF 14A filed Mar 13, 2007.
Overview
 
In July 2006, we separated from Cendant Corporation (now Avis Budget Group) in a spin-off and became a stand-alone public company. Compensation elements and target levels for our named executive officers for 2006 were determined by Cendant. These determinations were made largely in the context of the spin-off. In summary, the compensation decisions relevant to our named executive officers for 2006 were as follows:
 
l We adopted and Cendant approved our 2006 Equity and Incentive Plan, Health and Welfare Plan and Officer Deferred Compensation Plan.
 
l We adopted our Executive Total Compensation Strategy as described below.
 
l We entered into employment agreements with each of our named executive officers. The employment agreements were negotiated individually with each named executive officer. Base salaries, target annual incentive compensation and long-term incentive awards were set consistent with historical compensation, peer group executives and peer executives for Cendant and Cendant’s other business units that were spun-off or sold, Realogy and Travelport. These agreements are described below under Agreements with Named Executive Officers.


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l The base salaries paid to our named executive officers in 2006 are listed in the Summary Compensation Table below.
 
l We paid our named executive officers annual incentive compensation based on adjusted EBIT results of the company and business units as applicable. The amounts we paid are listed in the Summary Compensation Table below.
 
l We made grants of stock settled stock appreciation rights and restricted stock units to our named executive officers. The grants are listed in the Grants of Plan-Based Awards Table below.
 
l We provided our named executives perquisites consistent with Cendant’s historical practices. The perquisites are listed in the All Other Compensation Table below.
 
This excerpt taken from the WYN 10-K filed Mar 7, 2007.
Overview
 
Wyndham Vacation Ownership, our vacation ownership business, includes marketing and sales of vacation ownership interests, consumer financing in connection with the purchase by individuals of vacation ownership interests, property management services to property owners’ associations, and development and acquisition of vacation ownership resorts. We operate our vacation ownership business through our two primary brands, Wyndham Vacation Resorts and WorldMark by Wyndham. We have the largest vacation ownership business in the world as measured by the numbers of vacation ownership resorts, vacation ownership units and owners of vacation ownership interests. We have developed or acquired approximately 150 vacation ownership resorts in the United States, Canada, Mexico, the Caribbean and the South Pacific that represent more than 20,000 individual vacation ownership units and over 800,000 owners of vacation ownership interests.
 
Our primary vacation ownership brands, Wyndham Vacation Resorts and WorldMark by Wyndham, operate vacation ownership programs through which vacation ownership interests can be redeemed for vacations through points-based internal reservation systems that provide owners with flexibility (subject to availability) as to resort location, length of stay, unit type and time of year. The points-based reservation systems offer owners redemption opportunities for other travel and leisure products that may be offered from time to time, and the opportunity for owners to use our products for one or more vacations per year based on level of ownership. Our vacation ownership programs allow us to market and sell our vacation ownership products in variable quantities as opposed to the fixed quantity of the traditional, fixed-week vacation ownership, which is primarily sold on a weekly interval basis, and to offer to existing owners “upgrade” sales to supplement such owners’ existing vacation ownership interests. Although we operate Wyndham Vacation Resorts and WorldMark by Wyndham as separate brands, we have integrated substantially all of the business functions of Wyndham Vacation Resorts and WorldMark by Wyndham, including consumer finance, information technology, certain staff functions, product development and certain marketing activities.
 
Our vacation ownership business derives a majority of its revenues from sales of vacation ownership interests and derives other revenues from consumer financing and property management. Because revenues from sales of vacation ownership interests and consumer finance in connection with such sales depend on the number of vacation ownership units in which we sell vacation ownership interests, increasing the number of such units is important to our revenue growth. Because revenues from property management depend on the number of units we manage, increasing the number of such units is also important to our revenue growth. Revenues from our vacation ownership business represented approximately 54%, 54% and 55% of total company net revenues during 2006, 2005 and 2004, respectively. EBITDA from our vacation ownership business represented approximately 45%, 38% and 37% of total company EBITDA during 2006, 2005 and 2004, respectively.
 
This excerpt taken from the WYN 8-K filed Jul 19, 2006.

Overview

Wyndham Vacation Ownership, our vacation ownership business, includes marketing and sales of vacation ownership interests, consumer financing in connection with the purchase by individuals of vacation ownership interests, property management services to property owners’ associations, and development and acquisition of vacation ownership resorts. We operate our vacation ownership business through our two brands, Fairfield and Trendwest. We have the largest vacation ownership business in the world as measured by the numbers of vacation ownership resorts, vacation ownership units and owners of vacation ownership interests. We have developed or acquired over 140 vacation ownership resorts in the United States, Canada, Mexico, the Caribbean and the South Pacific that represent more than 18,000 individual vacation ownership units and over 750,000 owners of vacation ownership interests and other real estate interests. With respect to owners of vacation ownership interests, we have the largest base of owners in the industry.

Our vacation ownership brands, Fairfield and Trendwest, operate vacation ownership programs through which vacation ownership interests can be redeemed for vacations through points-based internal reservation systems that provide owners with flexibility (subject to availability) as to resort location, length of stay, unit type and time of year. The points-based reservation systems offer owners redemption opportunities for a wide variety of travel and leisure products, including airfare, cruises, and specialized leisure activities and attractions, and the opportunity for owners to use our products for one or more vacations per year based on level of ownership. Our vacation ownership programs allow us to market and sell our vacation ownership products in variable quantities as opposed to the fixed quantity of the traditional, fixed-week vacation ownership, which is primarily sold on a weekly interval basis, and to offer to existing owners “upgrade” sales to supplement such owners’ existing vacation ownership interests. Although we operate Fairfield and Trendwest as separate brands, we have integrated substantially all of the business functions of Fairfield and Trendwest, including consumer finance, information technology, certain staff functions, product development and certain marketing activities.

Our vacation ownership business derives a majority of its revenues from sales of vacation ownership interests and derives other revenues from consumer financing and property management. Because revenues from sales of vacation ownership interests and consumer finance in connection with such sales depend on the number of vacation ownership units in which we sell vacation ownership interests, increasing the number of such units is important to our revenue growth. Because revenues from property management depend on the number of units we manage, increasing the number of such units is also important to our revenue growth. For the three months ended March 31, 2006 and the full year ended December 31, 2005, revenues from our vacation ownership business totaled $445 million and $1,874 million, respectively. For the three months ended March 31, 2006 and the full year ended December 31, 2005, our vacation ownership business, which is the same business that Cendant currently refers to as the Timeshare Resorts business, contributed approximately 51% and 54% of our revenues, respectively, and approximately 35% and 37% of our combined segment EBITDA, respectively.

EXCERPTS ON THIS PAGE:

DEF 14A
Apr 2, 2009
10-K
Feb 27, 2009
DEF 14A
Mar 17, 2008
10-K
Feb 29, 2008
DEF 14A
Mar 13, 2007
10-K
Mar 7, 2007
8-K
Jul 19, 2006

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