XML 37 R21.htm IDEA: XBRL DOCUMENT v3.25.2
Stock Compensation Plan
 12 Months Ended
Jul. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Stock Compensation Plan Stock Compensation Plan
On December 5, 2024 (the “Effective Date”), the stockholders of the Company approved the Vail Resorts, Inc. 2024 Omnibus Incentive Plan (the “2024 Plan”), a copy of which is attached hereto as Exhibit 10.25. A description of the material terms of the 2024 Plan was included in the Company’s definitive proxy statement relating to the Annual Meeting as filed with the Securities and Exchange Commission on October 23, 2024. The 2024 Plan superseded the Company’s previously approved incentive plans, including the Company’s 2015 Omnibus Incentive Plan (“2015 Plan”) and Amended and Restated 2002 Long-Term Incentive and Share Award Plan (“2002 Plan”). As of the Effective Date, no awards shall be granted under the 2015 Plan or 2002 Plan. The number of shares, if any, that are subject to Awards issued under the 2015 Plan or 2002 Plan that are forfeited, canceled, terminated, or surrendered on or after the Effective Date shall be extinguished and unavailable for Awards under the 2024 Plan, the 2015 Plan, or 2002 Plan.
Under the 2024 Plan, up to 1.5 million shares of common stock could be issued in the form of options, stock appreciation rights, restricted shares, restricted share units, performance shares, performance share units, dividend equivalents or other share-based awards to employees, directors or consultants of the Company or its subsidiaries or affiliates. The terms of awards granted under the Plan, including exercise price, vesting period and life, are set by the Compensation Committee of the Board. All share-based awards (except for restricted shares and restricted share units) granted under the Plan have a life of ten years. Most awards vest ratably over three years; however, some have been granted with different vesting schedules. Of the awards outstanding, none have been granted to non-employees (except those granted to non-employee members of the Board of the Company) under the Plan. At July 31, 2025, approximately 1.5 million share-based awards were available to be granted under the Plan.
The fair value of stock-settled stock appreciation rights (“SARs”) granted in the years ended July 31, 2025, 2024 and 2023 were estimated on the date of grant using a lattice-based option valuation model that applies the assumptions noted in the table below. A lattice-based model considers factors such as exercise behavior, and assumes employees will exercise equity awards at different times over the contractual life of the equity awards. As a lattice-based model considers these factors, and is more flexible, the Company considers it to be a better method of valuing equity awards than a closed-form Black-Scholes model. Because lattice-based option valuation models incorporate ranges of assumptions for inputs, those ranges are disclosed. Expected volatility is based on historical volatility of the Company’s stock. The Company uses historical data to estimate equity award exercises and employee terminations within the valuation model; separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of equity awards granted is derived from the output of the option valuation model and represents the period of time that equity awards granted are expected to be outstanding; the range given below results from certain groups of employees exhibiting different behavior. The risk-free rate for periods within the contractual life of the equity award is based on the United States Treasury yield curve in effect at the time of grant.
 Year ended July 31,
  
202520242023
Expected volatility30.0%30.0%30.0%
Expected dividend yield4.8%3.4%3.2%
Expected term (average in years)
6.7-7.0
6.4-6.7
6.5-6.8
Risk-free rate
4.0-4.7%
4.0-5.4%
2.7-3.0%
The Company records actual forfeitures related to unvested awards upon employee terminations.
A summary of aggregate SARs award activity under the Plan as of July 31, 2025, 2024 and 2023, and changes during the years then ended is presented below (in thousands, except exercise price and contractual term):
AwardsWeighted-Average
Exercise Price		Weighted-Average
Remaining
Contractual Term		Aggregate
Intrinsic
Value
Outstanding at July 31, 2022679 $241.13 
Granted176 $220.73 
Exercised(92)$222.14 
Forfeited or expired(53)$280.09   
Outstanding at July 31, 2023710 $235.69 
Granted181 $226.71 
Exercised(15)$197.88 
Forfeited or expired(125)$244.56   
Outstanding at July 31, 2024751 $232.81 
Granted262 $183.67 
Exercised(77)$122.21 
Forfeited or expired(66)$219.62   
Outstanding at July 31, 2025870 $228.59 6.5 years$7,861 
Vested and expected to vest at July 31, 2025856 $229.20 6.5 years$7,437 
Exercisable at July 31, 2025606 $244.54 5.5 years$— 
The weighted-average grant-date estimated fair value of SARs granted during the years ended July 31, 2025, 2024 and 2023 was $41.96, $60.03 and $55.37, respectively. The total intrinsic value of SARs exercised during the years ended July 31, 2025, 2024 and 2023 was $3.6 million, $0.5 million and $3.0 million, respectively. The Company had 219,000, 119,000 and 120,000 SARs that vested during the years ended July 31, 2025, 2024 and 2023, respectively. These awards had total estimated fair values of $0.0 million (due to the exercise prices exceeding the market prices at the date of vesting), $0.9 million and $0.0 million (due to the exercise prices exceeding the market prices at the date of vesting) at the date of vesting for the years ended July 31, 2025, 2024 and 2023, respectively.
A summary of the status of the Company’s nonvested SARs as of July 31, 2025 and changes during the year then ended is presented below (in thousands, except fair value amounts):
AwardsWeighted-Average
Grant-Date
Fair Value
Nonvested at July 31, 2024253$60.73 
Granted262$41.96 
Vested(219)$54.65 
Forfeited(32)$50.77 
Nonvested at July 31, 2025264$48.36 
A summary of the status of the Company’s nonvested restricted share units as of July 31, 2025 and changes during the year then ended is presented below (in thousands, except fair value amounts):
AwardsWeighted-Average
Grant-Date
Fair Value
Nonvested at July 31, 2024194$212.14 
Granted172$162.05 
Vested(116)$213.19 
Forfeited(37)$184.26 
Nonvested at July 31, 2025213$176.07 
The Company granted 172,000 restricted share units during the year ended July 31, 2025 with a weighted-average grant-date estimated fair value of $162.05. The Company granted 132,000 restricted share units during the year ended July 31, 2024 with a weighted-average grant-date estimated fair value of $204.68. The Company granted 127,000 restricted share units during the year ended July 31, 2023 with a weighted-average grant-date estimated fair value of $199.14. The Company had 116,000, 80,000 and 63,000 restricted share units that vested during the years ended July 31, 2025, 2024 and 2023, respectively. These units had a total estimated fair value of $20.0 million, $18.4 million and $13.3 million at the date of vesting for the years ended July 31, 2025, 2024 and 2023, respectively.
As of July 31, 2025, there was $30.4 million of total unrecognized compensation expense related to nonvested share-based compensation arrangements granted under the Plan, of which $17.9 million, $10.5 million and $2.0 million of expense is expected to be recognized in the years ending July 31, 2026, 2027 and 2028, respectively, assuming no share-based awards are granted in the future or forfeited. The tax benefit realized or expected to be realized from SARs exercised and restricted stock units vested was $1.1 million, $0.8 million and $2.5 million for the years ended July 31, 2025, 2024 and 2023, respectively.
The Company has a policy of using either authorized and unissued shares, including shares acquired by purchase in the open market, to satisfy equity award exercises.