Pay vs Performance Disclosure - USD ($)
|
3 Months Ended |
9 Months Ended |
12 Months Ended |
Nov. 01, 2021 |
Jul. 31, 2022 |
Jul. 31, 2023 |
Jul. 31, 2022 |
Jul. 31, 2021 |
Pay vs Performance Disclosure [Table] |
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|
|
|
|
Pay vs Performance [Table Text Block] |
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|
PAY VERSUS PERFORMANCE DISCLOSURE
|
As required by Section 953(a) of the Dodd-Frank Wall Street Reform
and Consumer Protection Act of 2010 and Item 402(v) of Regulation S-K, we are providing the following disclosure regarding the relationship between executive compensation actually paid to our principal executive officers (“PEOs”) and Non-PEO
NEOs and certain Company financial performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. For further
information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, please see “Compensation Discussion and Analysis” beginning on page 31.
|
2023
|
|
|
—
|
|
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6,195,302
|
|
|
—
|
|
|
7,161,467
|
|
|
1,648,434
|
|
|
1,079,735
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129.51
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157.45
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285.1
|
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834.8
|
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|
2022
|
|
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2,022,454
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|
|
6,609,628
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|
|
1,866,128
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|
|
4,684,527
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|
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2,275,391
|
|
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1,588,826
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126.04
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119.65
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368.3
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836.9
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2021
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|
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3,814,789
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|
|
—
|
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8,379,431
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|
|
—
|
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2,116,605
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|
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4,304,689
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158.93
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146.93
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124.5
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544.7
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(1)
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Robert A. Katz
was our PEO from August 1, 2020 to November 1, 2021. Kirsten Lynch was our PEO from November 1, 2021 to the present. The
individuals comprising the Non-PEO NEOs for each year presented are listed below.
|
|
Michael Z. Barkin
|
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Michael Z. Barkin
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Michael Z. Barkin
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David T. Shapiro
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David T. Shapiro
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David T. Shapiro
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James C. O'Donnell
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James C. O'Donnell
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James C. O'Donnell
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Kirsten A. Lynch
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Ryan Bennett
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Robert A. Katz
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Patricia A. Campbell
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Ryan Bennett
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Angela A. Korch
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(2)
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The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do
not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.
|
(3)
|
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs
computed in accordance with Item 402(v) of Regulation S-K as set forth below. Adjusted equity values are calculated in accordance with FASB ASC Topic 718. The same valuation methodologies to create the underlying assumptions were used
to calculate the fair values of equity awards as those disclosed at the time of grant. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the
Summary Compensation Table. The Company did not have a defined benefit pension plan in the covered years, so no pension adjustments were made.
|
|
2022
|
|
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2,022,454
|
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|
(999,833)
|
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843,507
|
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1,866,128
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2021
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3,814,789
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(2,971,795)
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7,536,437
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8,379,431
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2023
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6,195,302
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(4,769,816)
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5,735,981
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|
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7,161,467
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2022
|
|
|
6,609,628
|
|
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(4,499,972)
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2,574,871
|
|
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4,684,527
|
|
|
2023
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|
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1,648,434
|
|
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(977,487)
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|
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408,788
|
|
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1,079,735
|
|
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2022
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2,275,391
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|
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(1,331,959)
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645,394
|
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1,588,826
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2021
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2,116,605
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(1,495,765)
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3,683,849
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4,304,689
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|
The amounts in the Inclusion of Adjusted Equity Values in the tables above are derived
from the amounts set forth in the following tables:
|
2022
|
|
|
570,565
|
|
|
(1,250,375)
|
|
|
—
|
|
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1,523,317
|
|
|
—
|
|
|
843,507
|
|
|
2021
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5,624,664
|
|
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1,541,752
|
|
|
—
|
|
|
370,021
|
|
|
—
|
|
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7,536,437
|
|
|
2023
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|
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6,048,457
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|
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6,587
|
|
|
—
|
|
|
(319,063)
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|
|
—
|
|
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5,735,981
|
|
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2022
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|
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2,575,970
|
|
|
(845,576)
|
|
|
—
|
|
|
844,477
|
|
|
—
|
|
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2,574,871
|
|
|
2023
|
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|
900,201
|
|
|
(189)
|
|
|
—
|
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(150,012)
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|
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(341,212)
|
|
|
408,788
|
|
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2022
|
|
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760,099
|
|
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(494,312)
|
|
|
—
|
|
|
379,607
|
|
|
—
|
|
|
645,394
|
|
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2021
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|
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2,633,281
|
|
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873,537
|
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—
|
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177,031
|
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|
—
|
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3,683,849
|
|
(4)
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The Peer Group Total Shareholder Return (“TSR”) set forth in this table utilizes the Dow Jones U.S. Travel & Leisure
Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended July 31, 2023. The comparison assumes $100 was invested for the period starting
July 31, 2020, through the end of the listed year in the Company and in the Dow Jones U.S. Travel & Leisure Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
|
(5)
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We determined Resort Reported EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2023. Resort Reported EBITDA is a non-GAAP financial
measure, calculated as earnings before interest, taxes, depreciation and amortization, as reported for our Mountain and Lodging segments combined. For a reconciliation of the differences between Resort Reported EBITDA and the most
directly comparable GAAP financial measure, see Appendix A of this proxy statement. This performance measure may not have been the most important financial performance measure for years 2022 and 2021 and we may determine a different
financial performance measure to be the most important financial performance measure in future years.
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Company Selected Measure Name |
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Resort Reported EBITDA
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Named Executive Officers, Footnote [Text Block] |
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(1)
|
Robert A. Katz
was our PEO from August 1, 2020 to November 1, 2021. Kirsten Lynch was our PEO from November 1, 2021 to the present. The
individuals comprising the Non-PEO NEOs for each year presented are listed below.
|
|
Michael Z. Barkin
|
|
|
Michael Z. Barkin
|
|
|
Michael Z. Barkin
|
|
|
David T. Shapiro
|
|
|
David T. Shapiro
|
|
|
David T. Shapiro
|
|
|
James C. O'Donnell
|
|
|
James C. O'Donnell
|
|
|
James C. O'Donnell
|
|
|
Kirsten A. Lynch
|
|
|
Ryan Bennett
|
|
|
Robert A. Katz
|
|
|
Patricia A. Campbell
|
|
|
|
|
|
Ryan Bennett
|
|
|
|
|
|
|
|
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Angela A. Korch
|
|
|
|
|
Peer Group Issuers, Footnote [Text Block] |
|
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(4)
|
The Peer Group Total Shareholder Return (“TSR”) set forth in this table utilizes the Dow Jones U.S. Travel & Leisure
Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended July 31, 2023. The comparison assumes $100 was invested for the period starting
July 31, 2020, through the end of the listed year in the Company and in the Dow Jones U.S. Travel & Leisure Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
|
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Adjustment To PEO Compensation, Footnote [Text Block] |
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(3)
|
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs
computed in accordance with Item 402(v) of Regulation S-K as set forth below. Adjusted equity values are calculated in accordance with FASB ASC Topic 718. The same valuation methodologies to create the underlying assumptions were used
to calculate the fair values of equity awards as those disclosed at the time of grant. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the
Summary Compensation Table. The Company did not have a defined benefit pension plan in the covered years, so no pension adjustments were made.
|
|
2022
|
|
|
2,022,454
|
|
|
(999,833)
|
|
|
843,507
|
|
|
1,866,128
|
|
|
2021
|
|
|
3,814,789
|
|
|
(2,971,795)
|
|
|
7,536,437
|
|
|
8,379,431
|
|
|
2023
|
|
|
6,195,302
|
|
|
(4,769,816)
|
|
|
5,735,981
|
|
|
7,161,467
|
|
|
2022
|
|
|
6,609,628
|
|
|
(4,499,972)
|
|
|
2,574,871
|
|
|
4,684,527
|
|
The amounts in the Inclusion of Adjusted Equity Values in the tables above are derived
from the amounts set forth in the following tables:
|
2022
|
|
|
570,565
|
|
|
(1,250,375)
|
|
|
—
|
|
|
1,523,317
|
|
|
—
|
|
|
843,507
|
|
|
2021
|
|
|
5,624,664
|
|
|
1,541,752
|
|
|
—
|
|
|
370,021
|
|
|
—
|
|
|
7,536,437
|
|
|
2023
|
|
|
6,048,457
|
|
|
6,587
|
|
|
—
|
|
|
(319,063)
|
|
|
—
|
|
|
5,735,981
|
|
|
2022
|
|
|
2,575,970
|
|
|
(845,576)
|
|
|
—
|
|
|
844,477
|
|
|
—
|
|
|
2,574,871
|
|
|
|
|
Non-PEO NEO Average Total Compensation Amount |
|
|
$ 1,648,434
|
$ 2,275,391
|
$ 2,116,605
|
Non-PEO NEO Average Compensation Actually Paid Amount |
|
|
$ 1,079,735
|
1,588,826
|
4,304,689
|
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] |
|
|
(3)
|
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs
computed in accordance with Item 402(v) of Regulation S-K as set forth below. Adjusted equity values are calculated in accordance with FASB ASC Topic 718. The same valuation methodologies to create the underlying assumptions were used
to calculate the fair values of equity awards as those disclosed at the time of grant. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the
Summary Compensation Table. The Company did not have a defined benefit pension plan in the covered years, so no pension adjustments were made.
|
|
2023
|
|
|
1,648,434
|
|
|
(977,487)
|
|
|
408,788
|
|
|
1,079,735
|
|
|
2022
|
|
|
2,275,391
|
|
|
(1,331,959)
|
|
|
645,394
|
|
|
1,588,826
|
|
|
2021
|
|
|
2,116,605
|
|
|
(1,495,765)
|
|
|
3,683,849
|
|
|
4,304,689
|
|
The amounts in the Inclusion of Adjusted Equity Values in the tables above are derived
from the amounts set forth in the following tables:
|
2023
|
|
|
900,201
|
|
|
(189)
|
|
|
—
|
|
|
(150,012)
|
|
|
(341,212)
|
|
|
408,788
|
|
|
2022
|
|
|
760,099
|
|
|
(494,312)
|
|
|
—
|
|
|
379,607
|
|
|
—
|
|
|
645,394
|
|
|
2021
|
|
|
2,633,281
|
|
|
873,537
|
|
|
—
|
|
|
177,031
|
|
|
—
|
|
|
3,683,849
|
|
|
|
|
Compensation Actually Paid vs. Total Shareholder Return [Text Block] |
|
|
Relationship Between PEOs and Non-PEO NEO Compensation Actually
Paid and Company TSR
The following chart sets forth the relationship between
Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years.
|
|
|
Compensation Actually Paid vs. Net Income [Text Block] |
|
|
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid
and Net Income
The following chart sets forth the relationship between
Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the three most recently completed fiscal years.
|
|
|
Compensation Actually Paid vs. Company Selected Measure [Text Block] |
|
|
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid
and Resort Reported EBITDA
The following chart sets forth the relationship between
Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Resort Reported EBITDA during the three most recently completed fiscal years.
|
|
|
Total Shareholder Return Vs Peer Group [Text Block] |
|
|
Description of Relationship Between Company TSR and Peer Group TSR
The following chart compares our cumulative TSR over the three
most recently completed fiscal years to that of the Dow Jones U.S. Travel & Leisure Index over the same period.
|
|
|
Tabular List [Table Text Block] |
|
|
Tabular List of Most Important Financial Performance Measures
Resort Reported EBITDA was the only financial performance measure that the Company used to link Compensation Actually Paid to our PEO and Non-PEO NEOs for 2023 to Company performance.
|
|
|
Total Shareholder Return Amount |
|
|
$ 129.51
|
126.04
|
158.93
|
Peer Group Total Shareholder Return Amount |
|
|
157.45
|
119.65
|
146.93
|
Net Income (Loss) |
|
|
$ 285,100,000
|
$ 368,300,000
|
$ 124,500,000
|
Company Selected Measure Amount |
|
|
834,800,000
|
836,900,000
|
544,700,000
|
PEO Name |
Robert A. Katz
|
Kirsten Lynch
|
Kirsten Lynch
|
|
Robert A. Katz
|
Measure [Axis]: 1 |
|
|
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|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Measure Name |
|
|
Resort Reported EBITDA
|
|
|
Non-GAAP Measure Description [Text Block] |
|
|
(5)
|
We determined Resort Reported EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2023. Resort Reported EBITDA is a non-GAAP financial
measure, calculated as earnings before interest, taxes, depreciation and amortization, as reported for our Mountain and Lodging segments combined. For a reconciliation of the differences between Resort Reported EBITDA and the most
directly comparable GAAP financial measure, see Appendix A of this proxy statement. This performance measure may not have been the most important financial performance measure for years 2022 and 2021 and we may determine a different
financial performance measure to be the most important financial performance measure in future years.
|
|
|
|
Robert A. Katz [Member] |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
PEO Total Compensation Amount |
|
|
$ 0
|
$ 2,022,454
|
$ 3,814,789
|
PEO Actually Paid Compensation Amount |
|
|
0
|
1,866,128
|
8,379,431
|
Kirsten A. Lynch [Member] |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
PEO Total Compensation Amount |
|
|
6,195,302
|
6,609,628
|
0
|
PEO Actually Paid Compensation Amount |
|
|
7,161,467
|
4,684,527
|
0
|
PEO [Member] | Robert A. Katz [Member] | Stock Awards and Option Awards [Member] |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Adjustment to Compensation Amount |
|
|
|
(999,833)
|
(2,971,795)
|
PEO [Member] | Robert A. Katz [Member] | Adjusted Equity Values [Member] |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Adjustment to Compensation Amount |
|
|
|
843,507
|
7,536,437
|
PEO [Member] | Robert A. Katz [Member] | Year-End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of Year [Member] |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Adjustment to Compensation Amount |
|
|
|
570,565
|
5,624,664
|
PEO [Member] | Robert A. Katz [Member] | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards [Member] |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Adjustment to Compensation Amount |
|
|
|
(1,250,375)
|
1,541,752
|
PEO [Member] | Robert A. Katz [Member] | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year [Member] |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Adjustment to Compensation Amount |
|
|
|
0
|
0
|
PEO [Member] | Robert A. Katz [Member] | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year [Member] |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Adjustment to Compensation Amount |
|
|
|
1,523,317
|
370,021
|
PEO [Member] | Robert A. Katz [Member] | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year [Member] |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Adjustment to Compensation Amount |
|
|
|
0
|
0
|
PEO [Member] | Kirsten A. Lynch [Member] | Stock Awards and Option Awards [Member] |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Adjustment to Compensation Amount |
|
|
(4,769,816)
|
(4,499,972)
|
|
PEO [Member] | Kirsten A. Lynch [Member] | Adjusted Equity Values [Member] |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Adjustment to Compensation Amount |
|
|
5,735,981
|
2,574,871
|
|
PEO [Member] | Kirsten A. Lynch [Member] | Year-End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of Year [Member] |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Adjustment to Compensation Amount |
|
|
6,048,457
|
2,575,970
|
|
PEO [Member] | Kirsten A. Lynch [Member] | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards [Member] |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Adjustment to Compensation Amount |
|
|
6,587
|
(845,576)
|
|
PEO [Member] | Kirsten A. Lynch [Member] | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year [Member] |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Adjustment to Compensation Amount |
|
|
0
|
0
|
|
PEO [Member] | Kirsten A. Lynch [Member] | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year [Member] |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Adjustment to Compensation Amount |
|
|
(319,063)
|
844,477
|
|
PEO [Member] | Kirsten A. Lynch [Member] | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year [Member] |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Adjustment to Compensation Amount |
|
|
0
|
0
|
|
Non-PEO NEO [Member] | Stock Awards and Option Awards [Member] |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Adjustment to Compensation Amount |
|
|
(977,487)
|
(1,331,959)
|
(1,495,765)
|
Non-PEO NEO [Member] | Adjusted Equity Values [Member] |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Adjustment to Compensation Amount |
|
|
408,788
|
645,394
|
3,683,849
|
Non-PEO NEO [Member] | Year-End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of Year [Member] |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Adjustment to Compensation Amount |
|
|
900,201
|
760,099
|
2,633,281
|
Non-PEO NEO [Member] | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards [Member] |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Adjustment to Compensation Amount |
|
|
(189)
|
(494,312)
|
873,537
|
Non-PEO NEO [Member] | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year [Member] |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Adjustment to Compensation Amount |
|
|
0
|
0
|
0
|
Non-PEO NEO [Member] | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year [Member] |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Adjustment to Compensation Amount |
|
|
(150,012)
|
379,607
|
177,031
|
Non-PEO NEO [Member] | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year [Member] |
|
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
|
Adjustment to Compensation Amount |
|
|
$ (341,212)
|
$ 0
|
$ 0
|