EX-10.31 2 rhp-20211231xex10d31.htm EX-10.31

Exhibit 10.31

Ryman Hospitality Properties, Inc. (the “Company”)

Summary of Director and Executive Officer Compensation

I. | Director Compensation. Directors who are employees of the Company do not receive additional compensation for serving as directors of the Company. The following table sets forth current rates of cash compensation for the Company’s non-employee directors.

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Retainer |  | 2022 |
Board retainer |  | $ | 65,000 |
Lead Non-Management Director retainer |  | $ | 30,000 |
Audit chair retainer |  | $ | 25,000 |
Human Resources chair retainer |  | $ | 20,000 |
Nominating and Corporate Governance chair retainer |  | $ | 15,000 |
Audit member retainer |  | $ | 10,000 |
Human Resources member retainer |  | $ | 10,000 |
Nominating member retainer |  | $ | 7,500 |

Non-employee directors may elect payment in cash or may defer this portion of their compensation and receive restricted stock units pursuant to the Company’s 2016 Omnibus Incentive Plan with a value equal to the fees, based on the fair market value of the Company’s common stock on the date of issuance. Such restricted stock units will be deferred until a specified date or the end of the director’s service on the Board of Directors. All directors are reimbursed for expenses incurred in attending meetings.

In addition, as of the date of our board meeting following our annual meeting of stockholders, each non-employee director will receive an annual grant of restricted stock units having a dollar value of $120,000, based on the fair market value of the Company’s common stock on the date of grant. The restricted stock units vest fully on the first anniversary of the date of grant, pursuant to the Company’s 2016 Omnibus Incentive Plan, unless deferred by the director until either a specified date or the end of the director’s service on the Board of Directors. Directors will not receive fees for attending meetings.

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The following table sets forth the 2022 annual base salaries and the fiscal 2021 short-term incentive compensation provided to the Company’s Chief Executive Officer, the Company’s Chief Financial Officer and the three other most highly compensated executive officers to be named in the Company’s proxy statement to be filed in connection with the 2022 annual meeting of stockholders (the “Named Executive Officers” or the “NEOs”).

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|  | 2022 Salary |  |  | Fiscal 2021 Bonus Amount |
Colin Reed |  | $ | 1,100,000 |  |  | $ | 3,300,000 |
Mark Fioravanti |  | $ | 750,000 |  |  | $ | 1,525,390 |
Patrick Chaffin |  | $ | 550,000 |  |  | $ | 966,081 |
Scott Lynn |  | $ | 424,360 |  |  | $ | 813,540 |
Jennifer Hutcheson |  | $ | 450,000 |  |  | $ | 518,632 |

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Certain performance-based restricted stock unit awards under the Company’s 2016 Omnibus Incentive Plan with respect to performance periods ended December 31, 2021 will vest on March 15, 2022, as will be reflected in Form 4 filings to be made with the SEC.

The following table sets forth the fiscal 2022 cash incentive compensation targets as a percentage of 2022 base salary set for the NEOs:

|  | Threshold |  |  | Target |  |  | Maximum |
Colin V. Reed |  |  | 75 | % |  |  | 150 | % |  |  | 300 | %
Mark Fioravanti |  |  | 75 | % |  |  | 150 | % |  |  | 300 | %
Patrick Chaffin |  |  | 50 | % |  |  | 100 | % |  |  | 200 | %
Scott Lynn |  |  | 50 | % |  |  | 100 | % |  |  | 200 | %
Jennifer Hutcheson |  |  | 62.5 | % |  |  | 125 | % |  |  | 250 | %

The fiscal 2022 short-term cash incentive compensation will be determined based upon the achievement of a combination of certain financial goals and designated strategic objectives, and, if earned, will be paid pursuant to the Company’s cash incentive compensation program under the Company’s 2016 Omnibus Incentive Plan.

On February 24, 2022, as part of an annual grant to designated management-level employees, including the NEOs, the NEOs received the following long-term incentive awards pursuant to the Company’s stockholder-approved equity incentive plans:

| ● | Awards of time-based vesting restricted stock units, as listed in the table below, vesting ratably over four years beginning on March 15, 2023 (the “Time-Based RSUs”). The form of Time-Based RSU agreement is filed as Exhibit 10.35 to this Annual Report on Form 10-K and is incorporated herein by this reference.

| ● | Awards of performance-vesting restricted stock units for the 2022-2024 performance period (of which up to 150% will vest on March 15, 2025 based on the achievement of Total Stockholder Return, or TSR, against a designated peer group), pursuant to the Company’s 2016 Omnibus Incentive Plan (the “Performance-Based RSUs”). The form of Performance-Based RSU agreement is filed as Exhibit 10.36 to this Annual Report on Form 10-K and is incorporated herein by this reference.

The long-term incentive awards to each NEO were as follows:

​ ​ ​ |  |  |  |  |  |  |  |
|  | Time-Based RSUs |  |  | Performance-Based RSUs |
Colin V. Reed |  |  | 18,707 |  |  |  | 22,334 |
Mark Fioravanti |  |  | 8,503 |  |  |  | 10,152 |
Patrick Chaffin |  |  | 3,118 |  |  |  | 3,722 |
Scott Lynn |  |  | 2,406 |  |  |  | 2,872 |
Jennifer Hutcheson |  |  | 3,827 |  |  |  | 4,568 |

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III. | Additional Information. The foregoing information is summary in nature. Additional information regarding the compensation of directors and named executive officers may be provided in the Company’s filings with the SEC, including the proxy statement to be filed in connection with the 2022 annual meeting of stockholders.

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