Pay vs Performance Disclosure - USD ($)
Jul. 31, 2025
Nov. 01, 2021
Jul. 31, 2022
May 22, 2025
Jul. 31, 2026
Jul. 31, 2025
Jul. 31, 2024
Jul. 31, 2023
Jul. 31, 2022
Jul. 31, 2021
PAY VERSUS PERFORMANCE
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 (as defined by SEC rules) for each person serving as our principal executive officer ("PEO") and our other NEOs on an average basis ("Non-PEO NEOs") and certain Company financial performance metrics 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 the CD&A beginning on page 50.
Value of Initial Fixed $100 Investment based on:(4) | ||||||||||||||||||||||||||||||||||||||
| Year | Summary Compensation Table Total for Robert A. Katz ($)(1) | Summary Compensation Table Total for Kirsten A. Lynch ($)(1) | Compensation Actually Paid to Robert A. Katz ($)(1),(2),(3) | Compensation Actually Paid to Kirsten A. Lynch ($)(1),(2),(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1),(2),(3) | TSR ($) | Peer Group TSR ($) | Net Income ($ in millions) | Resort Reported EBITDA ($ in millions)(5) | ||||||||||||||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | ||||||||||||||||||||||||||||
2026 | 4,255,493 | — | 4,010,076 | — | 3,672,901 | 3,937,645 | 60.55 | 137.36 | 147.5 | 745.7 | ||||||||||||||||||||||||||||
2025 | 3,952,230 | 9,496,826 | 3,144,846 | 6,878,406 | 2,117,163 | 1,556,617 | 57.09 | 142.06 | 298.0 | 844.1 | ||||||||||||||||||||||||||||
2024 | — | 6,288,586 | — | 1,736,532 | 1,835,292 | 516,440 | 65.64 | 111.37 | 246.3 | 825.1 | ||||||||||||||||||||||||||||
2023 | — | 6,195,302 | — | 7,161,467 | 1,648,434 | 1,079,735 | 81.49 | 107.16 | 285.1 | 834.8 | ||||||||||||||||||||||||||||
2022 | 2,022,454 | 6,609,628 | 1,866,128 | 4,684,527 | 2,275,391 | 1,588,826 | 79.31 | 81.43 | 368.3 | 836.9 | ||||||||||||||||||||||||||||
(1)Robert A. Katz was our PEO from August 1, 2020 to November 1, 2021 and from May 22, 2025 through the end of fiscal 2026. Kirsten A. Lynch was our PEO from November 1, 2021 to May 22, 2025. The individuals comprising the Non-PEO NEOs for each year are listed below.
2022 | 2023 | 2024 | 2025 | 2026 | ||||||||||||||||
Michael Z. Barkin | Michael Z. Barkin | Robert A. Katz | Julie A. DeCecco | Celeste Burgoyne | ||||||||||||||||
Ryan Bennett | Ryan Bennett | Angela A. Korch | Angela A. Korch | Angela A. Korch | ||||||||||||||||
David T. Shapiro | Robert A. Katz | William Rock | Lynanne Kunkel | Lynanne Kunkel | ||||||||||||||||
James C. O'Donnell | Angela A. Korch | David T. Shapiro | William Rock | William Rock | ||||||||||||||||
James C. O'Donnell | ||||||||||||||||||||
David T. Shapiro | ||||||||||||||||||||
(2)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. 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.
| Year | Summary Compensation Table Total for Robert A. Katz ($) | Exclusion of Stock Awards and Option Awards for Robert A. Katz ($) | Inclusion of Adjusted Equity Values for Robert A. Katz ($) | Total Compensation Actually Paid to Robert A. Katz ($) | ||||||||||||||||
2026 | 4,255,493 | (3,000,000) | 2,754,583 | 4,010,076 | ||||||||||||||||
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | ||||||||||||||||
2026 | 3,672,901 | (2,833,712) | 3,098,456 | 3,937,645 | ||||||||||||||||
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Robert A. Katz ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in Prior Fiscal Years for Robert A. Katz ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Robert A. Katz ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Robert A. Katz ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Robert A. Katz ($) | Total - Inclusion of Adjusted Equity Values for Robert A. Katz ($) | ||||||||||||||||||||
2026 | 2,855,237 | (6,027) | — | (94,627) | — | 2,754,583 | ||||||||||||||||||||
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in Prior Fiscal Years for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Adjusted Equity Values for Non-PEO NEOs ($) | ||||||||||||||||||||
2026 | 3,112,859 | (2,911) | — | (11,492) | — | 3,098,456 | ||||||||||||||||||||
(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, 2026. The comparison assumes $100 was invested for the period starting July 31, 2021, through the end of the listed year in the Company and in the Dow Jones U.S. Travel and Leisure Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
(5)We determined Resort Reported EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2026. Resort Reported EBITDA is a non-GAAP financial measure, calculated as earnings before interest, taxes, depreciation, and amortization, as reported for our Mountain and Lodging segments combined. For a reconciliation of the differences between Resort Reported EBITDA and the most directly comparable GAAP financial measure, see Appendix A of this proxy statement. This performance measure may not have been the most important financial performance measure in prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years.
2022 | 2023 | 2024 | 2025 | 2026 | ||||||||||||||||
Michael Z. Barkin | Michael Z. Barkin | Robert A. Katz | Julie A. DeCecco | Celeste Burgoyne | ||||||||||||||||
Ryan Bennett | Ryan Bennett | Angela A. Korch | Angela A. Korch | Angela A. Korch | ||||||||||||||||
David T. Shapiro | Robert A. Katz | William Rock | Lynanne Kunkel | Lynanne Kunkel | ||||||||||||||||
James C. O'Donnell | Angela A. Korch | David T. Shapiro | William Rock | William Rock | ||||||||||||||||
James C. O'Donnell | ||||||||||||||||||||
David T. Shapiro | ||||||||||||||||||||
| Year | Summary Compensation Table Total for Robert A. Katz ($) | Exclusion of Stock Awards and Option Awards for Robert A. Katz ($) | Inclusion of Adjusted Equity Values for Robert A. Katz ($) | Total Compensation Actually Paid to Robert A. Katz ($) | ||||||||||||||||
2026 | 4,255,493 | (3,000,000) | 2,754,583 | 4,010,076 | ||||||||||||||||
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Robert A. Katz ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in Prior Fiscal Years for Robert A. Katz ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Robert A. Katz ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Robert A. Katz ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Robert A. Katz ($) | Total - Inclusion of Adjusted Equity Values for Robert A. Katz ($) | ||||||||||||||||||||
2026 | 2,855,237 | (6,027) | — | (94,627) | — | 2,754,583 | ||||||||||||||||||||
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | ||||||||||||||||
2026 | 3,672,901 | (2,833,712) | 3,098,456 | 3,937,645 | ||||||||||||||||
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in Prior Fiscal Years for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Adjusted Equity Values for Non-PEO NEOs ($) | ||||||||||||||||||||
2026 | 3,112,859 | (2,911) | — | (11,492) | — | 3,098,456 | ||||||||||||||||||||
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 cumulative TSR over the five most recently completed fiscal years for the Company and the Dow Jones U.S. Travel & Leisure Index.
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 PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the five most recently completed fiscal years.
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 PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Resort Reported EBITDA during the five most recently completed fiscal years.
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 cumulative TSR over the five most recently completed fiscal years for the Company and the Dow Jones U.S. Travel & Leisure Index.
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 fiscal 2026 to Company Performance.