Document

DEF 14A 1 vailresortsproxy2021.htm VAIL RESORTS 2021 PROXY Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )


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VAIL RESORTS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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390 Interlocken Crescent

Broomfield, Colorado 80021


NOTICE OF THE 2021 ANNUAL MEETING OF STOCKHOLDERS

To be held on December 8, 2021

October 25, 2021

To our Stockholders:

Due to the continued public health impact of the COVID-19 pandemic and to support the health and well-being of our stockholders, employees and directors, the 2021 Annual Meeting of Stockholders of Vail Resorts, Inc., a Delaware corporation (the “Company”), will be held via a live virtual shareholder meeting on Wednesday, December 8, 2021 at 9:00 a.m., Mountain Time. The annual meeting will be held to:

(1)elect the ten directors named in the attached proxy statement to serve for a one-year term and until their successors are elected and qualified;

(2)ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2022;

(3)hold an advisory vote to approve executive compensation; and

(4)transact such other business as may properly come before the annual meeting or any adjournments or postponements of the annual meeting.

These items of business are more fully described in the Proxy Statement accompanying this notice. You will be able to attend the virtual annual meeting online by visiting www.virtualshareholdermeeting.com/MTN2021. You also will be able to vote your shares electronically at the virtual annual meeting. The annual meeting will include a discussion of and voting on matters described in the Notice of 2021 Annual Meeting of Stockholders and Proxy Statement and a brief question and answer session. The question and answer session will be limited only to questions relating to the proposals set forth in the Notice and Proxy Statement. We will not be providing a business update or answering any business or company performance related questions at the annual meeting as we will be releasing our results for the first quarter of fiscal 2022 the following day and holding an investor call to discuss the results at such time.

Only holders of record of (i) shares of our common stock and (ii) exchangeable shares issued by Whistler Blackcomb Holdings, Inc. (formerly known as 1068877 B.C. Ltd.), a Canadian subsidiary of ours, at the close of business on October 12, 2021, which we refer to as the record date, are entitled to receive notice of, and to vote at, the annual meeting or at any postponement or adjournment thereof. A list of stockholders entitled to vote at the annual meeting will be available for examination by any stockholder at the annual meeting and for ten days prior to the annual meeting at our principal executive offices located at 390 Interlocken Crescent, Broomfield, Colorado 80021.

Only such stockholders, their proxy holders, and our invited guests may attend the Annual Meeting. To participate in the virtual annual meeting, visit www.virtualshareholdermeeting.com/MTN2021 and log in using the 16-digit control number printed in the box marked by the arrow on your proxy card.

Pursuant to the “notice and access” rules of the Securities and Exchange Commission, or the SEC, we have elected to provide access to our proxy materials over the Internet. Accordingly, we will mail, on or about October 25, 2021, a Notice of Internet Availability of Proxy Materials to our stockholders of record and beneficial owners as of the close of business on the record date. On the date of mailing of the Notice of Internet Availability of Proxy Materials, all stockholders and beneficial owners will have the ability to access all of the proxy materials on a website referred to and at the URL address included in the Notice of Internet Availability of Proxy Materials.

The Notice of Internet Availability of Proxy Materials will also identify the date, the time and website for the annual meeting; the matters to be acted upon at the annual meeting and the Board of Directors’ recommendation with regard to each matter; a toll-free telephone number, an e-mail address, and a website where stockholders can request a paper or e-mail copy of the Proxy Statement, our annual report and a form of proxy relating to the annual meeting; information on how to access and

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vote the form of proxy; and information on how to attend the virtual annual meeting and vote electronically. These proxy materials will be available free of charge.

Your vote is extremely important. We appreciate your taking the time to vote promptly. After reading the Proxy Statement, please vote at your earliest convenience by telephone or Internet, or request a proxy card to complete, sign and return by mail. If you vote at the annual meeting, your previously submitted proxy will be revoked automatically and only your vote at the annual meeting will be counted. Your shares cannot be voted unless you vote by: (i) telephone, (ii) Internet, (iii) requesting a paper proxy card, to complete, sign and return by mail, or (iv) attending the virtual annual meeting and voting electronically. Please note that all votes cast via telephone or the Internet must be cast prior to 11:59 p.m., Eastern Time, on Tuesday, December 7, 2021.

By Order of the Board of Directors,

David T. Shapiro

Executive Vice President, General Counsel & Secretary

Broomfield, Colorado

October 25, 2021


TABLE OF CONTENTS


			Page
Our Company			1
Proxy Summary			2
Proposal 1. Election of Directors			8
Information with Respect to Nominees			8
Management			15
Security Ownership of Directors and Executive Officers			16
Information as to Certain Stockholders			17
Corporate Governance			18
Corporate Governance Guidelines			18
Board Leadership and Lead Independent Director			18
Meetings of the Board			18
Executive Sessions			19
Director Nominations			19
Determinations Regarding Independence			19
Communications with the Board			19
Code of Ethics and Business Conduct			19
Risk Management			20
Sustainability Efforts			20
Compensation Risk Assessment			20
Committees of the Board			21
The Audit Committee			22
Audit Committee Report			23
The Compensation Committee			24
Compensation Committee Report			25
The Nominating & Governance Committee			26
The Executive Committee			26
Director Compensation			27
Director Compensation for Fiscal 2021			27
Director Cash Compensation			28
Director Equity Compensation			28
Limited Director Perquisites and Personal Benefits			29
Stock Ownership Guidelines for Non-Employee Directors			29
Transactions with Related Persons			29
Related Party Transactions Policy and Procedures			29
Executive Compensation			30
Compensation Discussion and Analysis			30
Recent Developments Affecting Fiscal 2021 Compensation			30
Fiscal 2022 Compensation Decisions			31
Executive Summary of our Compensation Program			31
Key Objectives of Our Executive Compensation Program			34


			Page
Compensation-Setting Process			34
Elements of Compensation			36
2021 Compensation Decisions			37
Other Executive Compensation Policies and Practices			39
Summary Compensation Table for Fiscal 2021			41
Grants of Plan-Based Awards in Fiscal 2021			43
Employment Agreements			44
Outstanding Equity Awards at Fiscal 2021 Year-End			45
Option Exercises and Stock Vested in Fiscal 2021			47
Pension Benefits			48
Nonqualified Deferred Compensation for Fiscal 2021			49
Potential Payments Upon Termination or Change-In-Control			50
Securities Authorized for Issuance Under Equity Compensation Plans			53
Pay Ratio Disclosure			54
Proposal 2. Ratification of the Selection of Independent Registered Public Accounting Firm			55
Selection of Independent Registered Public Accounting Firm			55
Fees Billed to Vail Resorts by PricewaterhouseCoopers LLP during Fiscal 2021 and Fiscal 2020			55
Proposal 3. Advisory Vote to Approve Executive Compensation			56
The Annual Meeting and Voting – Questions and Answers			57
Stockholder Proposals for 2022 Annual Meeting			61
Householding of Proxy Materials			61
Other Matters			62


Who We Are

We are the premier mountain resort company in the world and a leader in luxury, destination-based travel at iconic locations. We operate thirty-seven world-class destination mountain resorts and regional ski areas as well as lodging properties.


What We Believe

Everything we do needs to be aligned with our five stakeholders:

•Our Guests

•Our Employees

•Our Communities

•Our Natural Environment

•Our Shareholders


Our Mission: Experience of a Lifetime

At Vail Resorts, our mission is simple – to provide an Experience of a Lifetime. We do this this by creating an Experience of a Lifetime for our employees, so they can, in turn, provide an Experience of a Lifetime for our guests.


Our Core Values

As Vail Resorts employees, we hold ourselves accountable for living these foundational values every day in everything we do:


Do Right			Act with integrity – always do the right thing, knowing it leads to the right outcome.
Be Inclusive			Welcome everyone to our company, resorts and communities—include all races, gender identities, sexual orientations, abilities and other differences
Drive Value			Grow profit through smart and innovative business practices.
Do Good			Preserve our natural environments and contribute to the success of our local communities.
Serve Others			Take ownership of opportunities to assist our employees and guests, elevating their experiences.
Be Safe			Be committed to the safety and wellness of our employees and guests.
Have Fun			Fun is our product – create fun, enjoy your work and share the contagious spirit.

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PROXY SUMMARY


This summary contains highlights about our Company and the 2021 Annual Meeting of Stockholders. This summary does not contain all of the information that you should consider in advance of the annual meeting, and we encourage you to read the entire Proxy Statement and our 2021 Annual Report on Form 10-K filed with the SEC on September 23, 2021 (the “Annual Report”) carefully before voting. Page references are provided to help you find further information in this Proxy Statement. For information concerning the annual meeting and voting on the proposals discussed in more detail in this Proxy Statement, please see “The Annual Meeting and Voting – Questions and Answers” beginning on page 57.


Corporate Governance Highlights (page 18)

We believe good governance is integral to achieving long-term stockholder value. We are committed to governance policies and practices that serve the interests of the Company and its stockholders. The Board of Directors monitors developments in governance best practices to assure that it continues to meet its commitment to thoughtful and independent representation of stockholder interests. Highlights of our corporate governance include:

•All of our director nominees are independent, except for Mr. Katz and Ms. Lynch;

•All of our Audit, Compensation and Nominating & Governance Committee members are independent;

•An independent non-executive lead director;

•Annual election of all directors;

•Majority voting standard and a director resignation policy in uncontested director elections;

•Executive sessions of independent directors held at regularly scheduled Board meetings;

•Meaningful stock ownership guidelines;

•Excellent track record of attendance by our directors at Board and committee meetings in fiscal 2021;

•Anti-hedging policy for all directors and executive officers; and

•Clawback policy applicable to executive officers for both cash and equity-based awards.


Environmental, Social & Governance Highlights

Vail Resorts is committed to creating long-term value for our business and our stakeholders through environmental, social and governance (“ESG”) practices that drive environmentally, socially and ethically sustainable behavior and promote the wellbeing of our employees, guests and communities. Highlights of our ESG commitments include:

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Community Impact. Vail Resorts is committed to helping our resort communities thrive by partnering with critical organizations to make an impact, donating more than $18 million to non-profit partners in our resort communities annually. For more information please visit epicpromise.com. Mountain Safety. The nature of our on-mountain operations comes with inherent safety risks, and the safety of our employees and guests is a top priority. We have dedicated health and safety teams that oversee resort operations, as well as highly trained ski patrol professionals at each resort. COVID-19 Response. The safety of our employees and guests has been of utmost importance to us during the COVID-19 pandemic. For detail on our response to the COVID-19 pandemic, please see the Human Capital Management disclosure in our Annual Report on Form 10-K filed with the SEC on September 23, 2021. Commitment to Zero. Vail Resorts remains on track for achieving its sustainability goal to achieve a zero net operating footprint by 2030. The three pillars of this commitment include: zero net emissions, zero waste to landfill and zero net operating impact on forests and habitat. For more information please visit epicpromise.com.						Diversity, Equity & Inclusion (“DEI”). We believe that DEI is core to both our Company’s success and the growth of the ski industry. One of our core values is “Be Inclusive”, which means that we welcome everyone to our Company, resorts and communities, including all races, gender identities, sexual orientations, abilities and other differences. Company Culture. Core to our mission is to create an Experience of a Lifetime to our employees, so they can in turn provide an Experience of a Lifetime for our guests. We have a values-based leadership culture that places a premium on leader transparency, vulnerability and authenticity. Talent Development. We are passionate about our people, and we are focused on developing our talent and building the best teams around them. We offer a variety of leadership development programs for everyone from our entry level seasonal employees to our most senior executives. Corporate Governance. We believe that good governance is integral to achieving long-term value for our stakeholders. Our Board of Directors ensures that we are leading with the best governance practices to serve the interests of our Company and our stockholders, including receiving feedback from our stockholders.

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Director Nominees (page 8)


The following table provides summary information about each director nominee. Each director stands for election annually. Detailed information about each director nominee’s background, skill set and areas of experience can be found beginning on page 8.

Committee Memberships

Director Nominee

Director
Since

Primary Occupation and Experience

Independent

Audit

Comp

N&G

Exec

Susan L. Decker

2015

CEO and Co-Founder of Raftr and Principal of Deck3 Ventures LLC

Yes

Chair

Robert A. Katz1

1996

Chairperson of the Board and CEO of Vail Resorts, Inc.

Kirsten A. Lynch1

2021

CEO (eff. Nov. 2021); current EVP and CMO of Vail Resorts, Inc.

Nadia Rawlinson

2019

Former Chief People Officer of Slack Technologies, Inc.

Yes

John T. Redmond

2008

President of Allegiant Travel Company

Yes

Michele Romanow

2016

Co-Founder and President of Clearco

Yes

Hilary A. Schneider

2010

President, CEO & Chair of the Board of Directors of Shutterfly, Inc.

Yes

D. Bruce Sewells

2013

Former SVP, General Counsel & Secretary of Apple Inc.

Yes

Chair

John F. Sorte

1993

Executive Chairman of Morgan Joseph TriArtisan Group, Inc.

Yes

Chair F

Peter A. Vaughn

2013

Founder and Managing Director of Vaughn Advisory Group, LLC

Yes

Fiscal 2021 Meetings:

—


Audit – Audit Committee						Exec – Executive Committee
Comp – Compensation Committee						F – Audit Committee Financial Expert
N&G – Nominating & Governance Committee						s – Lead Independent Director

1.In August 2021, the Company announced that Mr. Katz would transition into the role of Executive Chairperson effective November 1, 2021. At that time, Kirsten Lynch, the Company’s Executive Vice President and Chief Marketing Officer, will become CEO, a director of the Company and a member of the Executive Committee.

The Board of Directors held five meetings during fiscal 2021. Each of the director nominees who were directors during fiscal 2021 attended at least 75% of the meetings held by the Board and Board committees on which he or she served during the fiscal year.

Board Composition

Our ten director nominees have an effective mix of skills, experience, background and diversity of perspective. The below graphs quantify these aspects of our various board members and include Kirsten A. Lynch, who will become a director of the Company effective November 1, 2021.

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Executive Compensation Highlights (see page 30)

Under our executive compensation program, a significant portion (approximately 75%) of the CEO’s and other named executive officers’ annual target total direct compensation is variable based upon our operating performance and/or our stock price, as shown below:

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In addition, for fiscal 2021, we engaged in (or refrained from) certain pay practices with respect to our named executive officer compensation program that we believe align with market best practices:

What We Do:


þ						Annual Advisory Vote to Approve Executive Compensation
þ						Independent Compensation Committee
þ						Significant Portion of Executive Compensation Tied to Performance
þ						Significant Portion of Executive Compensation Delivered in the Form of Long-Term Equity-Based Incentives
þ						Market Alignment of Compensation but with Greater Emphasis on At- Risk Compensation
þ						Independent Compensation Consultant
þ						Clawback Policy
þ						Stock Ownership Guidelines
þ						Use of Tally Sheets
þ						Annual Risk Assessment

What We Don’t Do:


ý						No Excessive Perquisites
ý						No Tax Gross-Ups on Perquisites, Except for Standard Relocation Benefits
ý						No Excise Tax Gross-Ups
ý						No Automatic Salary Increases or Guaranteed Bonuses
ý						No “Single Trigger” Automatic Payments, Benefits or Equity Vesting Upon a Change in Control
ý						No Hedging or Pledging
ý						No Equity Repricing
ý						No Pension Plans or SERPs


VOTING MATTERS AND BOARD RECOMMENDATION

The following table summarizes the proposals to be considered at the annual meeting and the Board’s voting recommendation with respect to each proposal.


Management Proposals	Board Vote Recommendation	Page Reference
Election of the ten directors named in this Proxy Statement, each for a one-year term expiring in 2022	FOR EACH NOMINEE	8
Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2022	FOR	55
Advisory vote to approve executive compensation	FOR	56


Election of Directors (Proposal No. 1)

We are asking stockholders to elect each of our nominees for the Board of Directors named in this proxy statement. Our nominees are: Susan L. Decker, Robert A. Katz, Kirsten A. Lynch, Nadia Rawlinson, John T. Redmond, Michele Romanow, Hilary A. Schneider, D. Bruce Sewell, John F. Sorte and Peter A. Vaughn. If elected, each director nominee will serve as a director for a one-year term that expires in 2022.


Ratification of PricewaterhouseCoopers LLP as Independent Auditor (Proposal No. 2)

We are asking stockholders to ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2022. The Audit Committee has selected, and the Board of Directors has ratified the selection of, PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for fiscal 2022. Set forth below is information about its fees in fiscal 2021 and fiscal 2020.

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Type of fees	2021		2020
Audit fees	$	2,873,900	$	2,896,000
Audit-related fees	—		—
Tax fees	135,000		178,400
Other fees	9,000		5,100
Total	$	3,017,900	$	3,079,500


Advisory Vote to Approve Executive Compensation (Proposal No. 3)

We are asking stockholders to cast an advisory, non-binding vote to approve compensation awarded to our named executive officers. The primary objective of our executive compensation program is to emphasize pay-for-performance by incentivizing our executive officers and senior management to drive superior results and generate stockholder value. Additional information regarding our executive compensation may be found elsewhere in this Proxy Statement.


MEETING INFORMATION


Date and time:			December 8, 2021, 9:00 a.m. Mountain Time
Website:			www.virtualshareholdermeeting.com/MTN2021
Record date:			October 12, 2021
Voting:			Stockholders at the close of business on the record date may vote at the Annual Meeting of Stockholders. Each share is entitled to one vote on each matter to be voted upon.

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390 Interlocken Crescent

Broomfield, Colorado 80021


PROXY STATEMENT FOR THE 2021 ANNUAL MEETING OF STOCKHOLDERS

We are providing these proxy materials in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Vail Resorts, Inc. (the “Company”) to be voted at our annual meeting, which will take place on Wednesday, December 8, 2021 at 9:00 a.m., Mountain Time, via a live virtual shareholder meeting, and at any adjournment or postponement thereof. As a stockholder, you are invited to attend the annual meeting and are requested to vote on the items of business described in this Proxy Statement.

In accordance with the “notice and access” rules and regulations of the SEC, instead of mailing a printed copy of our proxy materials to each stockholder of record or beneficial owner, we are furnishing proxy materials, which include our Proxy Statement and annual report, to our stockholders over the Internet. Because you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials, unless you have previously made a permanent election to receive these materials in hard copy or unless you request a printed copy as described below. Instead, the Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review all of the important information contained in the proxy materials. The Notice of Internet Availability of Proxy Materials also instructs you as to how you may submit your proxy. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials you should follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials.

It is anticipated that the Notice of Internet Availability of Proxy Materials will be mailed, and this Proxy Statement will be made available, to stockholders on or about October 25, 2021.


PROPOSAL 1. ELECTION OF DIRECTORS

At the annual meeting, ten directors will be nominated for election to the Board to serve for the next year and until their respective successors are elected and qualified. The nominees are Mmes. Decker, Lynch, Rawlinson, Romanow and Schneider and Messrs. Katz, Redmond, Sewell, Sorte and Vaughn. Each of the nominees is currently a director of the Company and all nominees were previously elected by stockholders, except for Ms. Lynch. Ms. Lynch was recommended to be a director of the Company by the Nominating and Governance Committee and was appointed by the Board to be a director, effective November 1, 2021, in connection with her appointment as Chief Executive Officer of the Company.

The persons named as proxies in the accompanying proxy, who have been designated by the Board, intend to vote, unless otherwise instructed in such proxy, “FOR” the election of Mmes. Decker, Lynch, Rawlinson, Romanow and Schneider and Messrs. Katz, Redmond, Sewell, Sorte and Vaughn as directors. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee, if any, proposed by the Board. Each person nominated for election has agreed to serve if elected. Our Board has no reason to believe that any nominee will be unable to serve. The proxies solicited by this proxy statement may not be voted for more than ten nominees.

INFORMATION WITH RESPECT TO NOMINEES

The Nominating & Governance Committee monitors the mix of skills, knowledge, perspective, leadership, age, experience and diversity among directors in order to assure that the Board has the ability to perform its oversight function effectively. The Nominating & Governance Committee has determined that the Board will be comprised of individuals who meet the highest possible personal and professional standards. Our director nominees should have broad experience in management, policymaking and/or finance, relevant industry knowledge, business creativity and vision. They should also be committed to enhancing stockholder value and should be able to dedicate sufficient time to effectively carry out their duties.

The Nominating & Governance Committee considers many factors when determining the eligibility of candidates for nomination as director. The Nominating & Governance Committee does not have a formal diversity policy; however, in connection with the annual nomination process, the Nominating & Governance Committee considers the diversity of candidates to ensure that the Board is comprised of individuals with a broad range of experiences and backgrounds who can contribute to

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the Board’s overall effectiveness in carrying out its responsibilities. The Nominating & Governance Committee assesses the effectiveness of its efforts at achieving a diverse Board when it annually evaluates the Board’s composition.

The Nominating & Governance Committee considers the following specific characteristics in making its nominations for our Board: independence, wisdom, integrity, understanding and general acceptance of the Company’s corporate philosophy, business or professional knowledge and experience that can bear on the Company’s and the Board’s challenges and deliberations, proven record of accomplishment with excellent organizations, inquiring mind, willingness to speak one’s mind, ability to challenge and stimulate management, future orientation, willingness to commit time and energy, diversity and international/global experience.

At the Annual Meeting, director nominees will stand for election for one-year terms, expiring at the 2022 Annual Meeting of Stockholders. The following sets forth the name and age of each director, identifies whether the director is currently a member of the Board, lists all other positions and offices, if any, now held by him or her with the Company, and specifies his or her principal occupation during at least the last five years.


Director Nominee						Business Experience, Other Directorships and Qualifications

SUSAN L. DECKER Age – 58 CEO & Co-Founder of Raftr Director Since September 2015 Independent Committees: Compensation (Chair), Nominating & Governance Current Public Directorships: Berkshire Hathaway, Inc. Costco Wholesale Corporation Momentive Inc.						Ms. Decker is CEO and co-founder of Raftr, a college campus social platform which was launched in 2017. In addition, Ms. Decker is the principal of Deck3 Ventures LLC, a privately held consulting and advisory firm, a position she has held since 2009. Ms. Decker currently serves on the boards of directors of Automattic, Berkshire Hathaway Inc., Chime Financial, Inc., Costco Wholesale Corporation, InterPrivate II Acquisition Corp., Momentive Inc. (formerly SurveyMonkey) and Vox Media, Inc. During the 2009 - 2010 academic year, Ms. Decker served as Entrepreneur-in-Residence at Harvard Business School. Prior to that, from June 2000 to April 2009, she held various executive management positions at Yahoo! Inc., a global Internet brand, including President (June 2007 to April 2009), head of the Advertiser and Publisher Group (December 2006 to June 2007) and Chief Financial Officer (June 2000 to June 2007). Prior to joining Yahoo!, she spent 14 years with Donaldson, Lufkin & Jenrette (DLJ), most recently as Managing Director, global equity research (1998 - 2000), and previously as an equity research analyst, covering publishing and advertising stocks from 1986 to 1998. Skills and Qualifications: • Leadership and Finance experience—former lead director of an international manufacturer of microprocessors and chipsets (Intel); current principal of corporate advisory firm (Deck3); former president and CFO of large public global technology company (Yahoo!); former entrepreneur-in-residence for leading business school (Harvard); former global director of equity research for an investment bank (DLJ) • Technology and International experience—director of a large, diverse multinational conglomerate (Berkshire); director of a financial technology and mobile banking company (Chime); director of a leading global retailer (Costco); former director of an international manufacturer of microprocessors and chipsets company (Intel); leadership positions at large public global technology company (Yahoo!); former director of global equity research for an investment bank (DLJ); director of a cloud-based software as a service (SaaS) company (Momentive); CEO & co-founder of a digital media product (Raftr)

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Director Nominee						Business Experience, Other Directorships and Qualifications

ROBERT A. KATZ Age – 54 CEO & Chairperson of the Board, Vail Resorts, Inc. Director Since June 1996 Chairperson of the Board Since March 2009 Committees: Executive						Mr. Katz is the Chairperson and Chief Executive Officer of Vail Resorts. Effective November 1, 2021, Mr. Katz will step down as Chief Executive Officer and become Executive Chairperson of the Board. Mr. Katz has served as Chairperson since March 2009 and previously he served as Lead Director from June 2003 until his appointment as Chief Executive Officer in February 2006. Mr. Katz has served on the Board of Directors of Vail Resorts since 1996 and has been involved with the Company since 1991. Prior to becoming the Chief Executive Officer, he was associated with Apollo Management L.P., a private equity investment firm, since its founding in 1990. Mr. Katz and his wife are the founders and board members of the Katz Amsterdam Foundation, which seeks to help address behavioral health challenges in mountain resort communities and support organizations that are working to address racial justice challenges across the United States. Mr. Katz currently serves on the Wharton Leadership Advisory Board and the Fast Company Impact Council, and he has previously served on numerous private, public and non-profit boards. Skills and Qualifications: • Leadership, Industry and Marketing experience—professional association with Vail Resorts began in 1992 and has been involved with all major strategic decisions for over two decades; CEO since 2006 with unique insight and information regarding the Company’s strategy, operations and business and experience with global branding, development and strategy, as well a unique historical perspective into the operations and vision for the Company (Vail Resorts) • Finance experience—current CEO of large public company (Vail Resorts); former senior partner at large private equity investment firm (Apollo)


Director Nominee						Business Experience, Other Directorships and Qualifications

KIRSTEN A. LYNCH Age – 53 CEO (effective November 1, 2021); current Executive Vice President & Chief Marketing Officer Vail Resorts, Inc. Director Effective November 2021 Current Public Directorships: Stitch Fix, Inc.						Ms. Lynch will become Chief Executive Officer and a director of Vail Resorts effective November 1, 2021, and has served as Executive Vice President and Chief Marketing Officer since July 2011. Prior to joining the Company, Ms. Lynch was with PepsiCo, Inc., where she was Chief Marketing Officer of the Quaker Foods and Snacks Division from 2009 to 2011, leading the brand marketing, consumer insights and shopper marketing organization. Prior to PepsiCo, Kirsten worked for Kraft Foods for 12 years in various positions including Vice President of Marketing for Kraft Foods’ Cheese and Dairy Business Unit and Senior Marketing Director for Kraft Macaroni & Cheese. Ms. Lynch started her career with Ford Motor Company in marketing and sales. Ms. Lynch is also a member of the board of directors of Stitch Fix, Inc., a publicly traded e-commerce company focused on personalized data-driven fashion. Skills and Qualifications: • Leadership experience—current executive vice president and Chief Marketing Officer of a large public company (Vail Resorts); former Chief Marketing Officer at multinational food and beverage corporation (PepsiCo); former vice president of marketing for large food manufacturing conglomerate (Kraft); director at publicly traded e-commerce company (Stitch Fix) • Industry and Marketing experience—Chief Marketing Officer at two major corporations leading brand marketing and consumer insights across the enterprises (Vail Resorts, PepsiCo); multiple marketing positions, including vice president, overseeing various product divisions (Kraft); marketing and sales at multinational automobile manufacturer (Ford)

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Director Nominee						Business Experience, Other Directorships and Qualifications

NADIA RAWLINSON Age – 42 Former Chief People Officer, Slack Technologies, Inc. Director Since December 2019 Independent Committees: Compensation						Ms. Rawlinson was most recently the Chief People Officer of Slack Technologies, Inc., a leading channel-based messaging platform, responsible for shaping the future of work and overseeing human resources strategy, a position she held from September 2020 until August 2021. From June 2016 to September 2020, she was the Chief Human Resources Officer at Live Nation Entertainment leading HR for the company’s 35,000 full time and seasonal employees. Prior to that, Ms. Rawlinson worked as the Chief Human Resources Officer at Rakuten Americas, part of Japan-based Rakuten Group, one of the largest Internet services companies in the world. Before joining Rakuten Americas, she operated in both HR and Business leadership roles holding senior positions at Groupon, American Express, Rent the Runway and Google. Ms. Rawlinson is currently a director at J.Crew Group, Inc. serving as a member of the compensation committee and also serves as chair for the CHRO Board Academy, a private/non-profit professional organization. Ms. Rawlinson received her BA from Stanford University and MBA from Harvard Business School. Skills and Qualifications: • Leadership experience— former Chief People Officer of leading channel-based messaging platform (Slack); former Chief Human Resources Officer of a Fortune 500 live music entertainment company (Live Nation); former Chief Human Resources Officer of a large international internet services company (Rakuten Americas); leadership positions at various technology and financial services companies (Groupon, Rent the Runway, American Express) • Industry and Technology experience—former Chief Human Resources Officer of large international ecommerce and SAAS technology companies (Rakuten Americas, Slack Technologies)


Director Nominee						Business Experience, Other Directorships and Qualifications

JOHN T. REDMOND Age – 63 President, Allegiant Travel Company Director Since March 2008 Independent Committees: Audit Current Public Directorships: Allegiant Travel Company						Mr. Redmond has served as the President of Allegiant Travel Company since September 2016 and also serves as a director of Allegiant. Previously, Mr. Redmond was the Managing Director and Chief Executive Officer of Echo Entertainment Group Limited, a leading Australian entertainment and gaming company, from January 2013 to April 2014, and previously served as a non-executive director from March 2012 to January 2013. Mr. Redmond was President and Chief Executive Officer of MGM Grand Resorts, LLC, a collection of resort-casino, residential living and retail developments, and a director of its parent company, MGM Resorts International, from March 2001 to August 2007. He served as Co-Chief Executive Officer and a director of MGM Grand, Inc. from December 1999 to March 2001. Mr. Redmond was President and Chief Operating Officer of Primm Valley Resorts from March 1999 to December 1999 and Senior Vice President of MGM Grand Development, Inc. from August 1996 to February 1999. Prior to 1996, Mr. Redmond was Senior Vice President and Chief Financial Officer of Caesars Palace and Sheraton Desert Inn, having served in various other senior operational and development positions with Caesars World, Inc. Mr. Redmond previously served on the board of directors of Tropicana Las Vegas Hotel and Casino, Inc. Skills and Qualifications: • Leadership and Finance experience—former CEO of large public entertainment and gaming company (Echo); former senior officer and director of large public entertainment and gaming company (MGM); president and director of low-cost, high-efficiency, all-jet passenger airline (Allegiant) • Industry and International experience—president and director of leisure travel company (Allegiant); former CEO of large public entertainment and gaming company (Echo); former senior officer and director of large public entertainment and gaming company (MGM)

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Director Nominee						Business Experience, Other Directorships and Qualifications

MICHELE ROMANOW Age – 36 Co-Founder & President, Clearco Director Since October 2016 Independent Committees: Compensation						Ms. Romanow is the Co-Founder and President of Clearco (formerly Clearbanc), a technology company changing the way companies raise money by providing fast, affordable growth capital to online brands. Clearco has invested $2.5 billion into 5,500+ companies and is headquartered in Toronto, Canada. Previously, Ms. Romanow was the Co-Founder of Snap by Groupon (previously SnapSaves), which was founded in March 2012 and acquired by Groupon, Inc. in June 2014. She served as a senior marketing executive for Groupon from June 2014 until March 2016. In February 2011, Ms. Romanow founded Buytopia.ca, a Canadian ecommerce leader. Prior to that she was Director of Corporate Strategy & Business Improvement for Sears Canada. Ms. Romanow is also one of the venture capitalists on the award winning CBC series Dragons’ Den. Ms. Romanow is a member of the board of directors of BBTV Holdings Inc, a Canadian media and technology company whose stock is publicly traded on the Toronto Stock Exchange. Ms. Romanow was previously a member of the board of directors of Whistler Blackcomb, which was acquired by Vail Resorts in October 2016, SHAD, a Canadian charity for high school students, Freshii Inc., a publicly listed Canadian fast casual restaurant franchise and League of Innovators, a Canadian charity. She holds a Bachelor of Science in Engineering and a Master of Business Administration from Queen’s University. Skills and Qualifications: • Leadership experience—co-founder and president of Clearco; co-founder of SnapSaves (now Snap by Groupon) and former head of marketing of Snap by Groupon; co-founder and former partner of Buytopia.ca; former director of Freshii; former director of Whistler Blackcomb • Technology and Marketing experience—former senior marketing executive (Groupon); co-founder of three technology companies (Clearco, SnapSaves and Buytopia.ca)

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Director Nominee						Business Experience, Other Directorships and Qualifications

HILARY A. SCHNEIDER Age – 60 President, CEO & Chair of the Board of Directors, Shutterfly, Inc. Director Since March 2010 Independent Committees: Compensation Current Public Directorships: DigitalOcean, Inc.						In January 2020, Ms. Schneider was appointed President, Chief Executive Officer, and Chair of the Board of Directors of Shutterfly, Inc., a leading digital retailer and manufacturer of personalized products and services. From January 2018 to November 2019 she served as CEO of Wag!, the country's largest on-demand mobile dog walking and dog care service. Prior to that, Ms. Schneider served as the CEO of LifeLock, Inc., a leading provider of identity theft protection, identity risk assessment and fraud protection services, a position she held since March 2016 until the acquisition of LifeLock by Symantec in February 2017. From September 2012 to February 2016, she served as the President of LifeLock, Inc. From March 2010 to November 2010, Ms. Schneider served as Executive Vice President at Yahoo! Americas. She joined Yahoo! in September 2006 when she led the company’s U.S. region, Global Partner Solutions and Local Markets and Commerce divisions. Prior to joining Yahoo!, she held senior leadership roles at Knight Ridder, Inc., from April 2002 to January 2005, including Chief Executive Officer of Knight Ridder Digital before moving to co-manage the company's overall newspaper and online business. From 2000 to 2002, Ms. Schneider served as President and CEO of Red Herring Communications. She also held numerous roles at Times Mirror from 1990 through 2000, including President and CEO of Times Mirror Interactive and General Manager of the Baltimore Sun. Ms. Schneider serves as a senior advisor for TPG Capital and also currently serves on the board of directors of DigitalOcean, Inc, a cloud-based service provider, Getty Images, Inc. a visual media company, and Water.org, a non-profit organization. Ms. Schneider was also previously a member of the board of directors of LifeLock, Inc. and SendGrid, Inc. Skills and Qualifications: • Leadership experience—president and CEO of leading digital retailer and personalized products manufacturer (Shutterfly, Inc.), former CEO of an on-demand dog walking & dog care company (Wag!), former director, president and CEO of large public identity and fraud protection company (LifeLock); leadership positions at large public global technology company (Yahoo!) • Industry and Marketing experience—former president and CEO of large public identity and fraud protection company (LifeLock); leadership positions at large public global technology company (Yahoo!); former director of a SaaS-based multi-channel engagement platform (SendGrid); senior advisor to large private equity investment firm (TPG)


Director Nominee						Business Experience, Other Directorships and Qualifications

D. BRUCE SEWELL Age – 63 Former Senior Vice President, General Counsel & Secretary Apple Inc. Director Since January 2013 Lead Independent Director Since June 2019 Independent Committees: Audit, Executive, Nominating & Governance (Chair) Current Public Directorships: C3.ai, Inc.						From September 2009 until December 2017, Mr. Sewell was Senior Vice President, General Counsel and Secretary of Apple Inc., overseeing all legal matters for Apple, including corporate governance, intellectual property, litigation and securities compliance, as well as global security operations, privacy and encryption. Prior to joining Apple, Mr. Sewell served as Senior Vice President, General Counsel of Intel Corporation from 2005 to 2009. He also served as Intel’s Vice President, General Counsel from 2004 to 2005 and Vice President of Legal and Government Affairs, Deputy General Counsel from 2001 to 2004. Prior to joining Intel in 1995 as a senior attorney, Mr. Sewell was a partner in the law firm of Brown and Bain PC. He currently serves on the board of directors and as chair for the nominating & governance committee of C3.ai, Inc., an enterprise artificial intelligence software company and serves on the board of Clearco, a privately held growth capital technology company. Mr. Sewell also serves on the board of Village Enterprise, a charitable organization focusing on training and creating sustainable businesses in Africa, and is the President and Director of Friends of Lancaster University in America, a non-profit organization supporting higher education. Skills and Qualifications: • Leadership and Finance experience—prior general counsel of a large international public company (Apple); leadership positions at international manufacturer of microprocessors and chipsets (Intel) • Technology and International experience—prior general counsel of international public mobile communication, personal computer, software and media devices company (Apple); leadership positions at international manufacturer of microprocessors and chipsets (Intel); leadership position at cloud-based enterprise Platform as a Service (PaaS) for deployment of big data, AI & IoT software applications (C3.ai)

SEC Form DEF 14A filed by Vail Resorts, Inc.