Sector: Consumer Discretionary
HILTON GRAND VACATIONS INC · Meeting: May 6, 2026
Directors FOR
2
Directors AGAINST
7
Say on Pay
FOR
Auditor
FOR
Election of Nine Director Nominees
Against Analysis
As CEO and director since 2016, Mr. Wang has full tenure overlap with a period in which HGV's stock declined 4% over three years while the company's own peer group (including Royal Caribbean, Travel + Leisure, and Host Hotels) returned a median of 40% — a gap of 44 percentage points that far exceeds the 20-point threshold that triggers a vote against; the 5-year record also underperforms peers by 24.7 points, so the longer-term view does not rescue the result.
Mr. Potter has served as Board Chair since 2017 and therefore carries full accountability for the stock's 44-point underperformance versus peers over three years, and the 5-year record also fails the policy threshold; separately, he sits on three additional public company boards (Versant Media, SLR Investment Corp., and SuRo Capital) in addition to HGV, which equals four total public board seats and triggers the overboarding rule under our policy.
Ms. Bacon has served on the board since 2017 and her full tenure overlaps the period in which HGV underperformed its peer group median by 44 percentage points over three years; the five-year comparison also shows underperformance of 24.7 points versus peers, clearing the 20-point threshold that prevents any mitigating downgrade.
Mr. Lazarus has been a director since 2017 and his tenure fully overlaps the three-year period in which HGV's stock trailed its peer median by 44 percentage points; the five-year record equally fails the policy's 20-point threshold, so the mitigating 5-year test does not apply.
Ms. Patsley has served on the board since 2016, giving her the longest tenure of any non-executive director and full accountability for HGV's sustained underperformance; the stock trailed peers by 44 points over three years and 24.7 points over five years, both exceeding the applicable policy thresholds.
Mr. Sambur joined the board in August 2021, which means his tenure fully overlaps the most recent three-year underperformance window; HGV trailed its peer median by 44 points over that period, exceeding the 20-point trigger, and the five-year result also fails the threshold, so no mitigant applies.
Mr. Whetsell has served on the board since 2017 and his full tenure overlaps HGV's prolonged period of peer underperformance; the 44-point three-year gap and 24.7-point five-year gap both exceed the applicable policy thresholds, leaving no basis for a mitigating downgrade to a FOR vote.
For Analysis
Ms. Cahill joined the board in 2024, which is within the 24-month new-director exemption period under our policy, so the TSR underperformance trigger does not apply to her; no overboarding, independence, or attendance concerns are identified.
Ms. Mandel joined the board in 2024 and falls within the 24-month new-director exemption, so the TSR underperformance trigger does not apply; she brings strong financial and hospitality industry credentials, serves on the Audit and Compensation Committees, and holds a CPA license, satisfying audit committee financial expertise requirements.
Seven of the nine director nominees are voted AGAINST due to HGV's sustained and significant underperformance versus its own compensation peer group — the stock lost 4% over three years while peers returned a median of 40%, a 44-percentage-point gap that far exceeds the 20-point trigger under our policy, and the five-year comparison also fails. The two new directors (Cahill, Mandel) are exempt from the TSR trigger having joined within the past 24 months. Mr. Potter also triggers the overboarding rule with four total public board seats.
CEO
Mark D. Wang
Total Comp
$14,067,191
Prior Support
85%%
The CEO's reported total compensation of approximately $14.1 million is in a reasonable range for a CEO at a Consumer Cyclical company with a market cap around $3.4 billion, and prior-year shareholder support was a healthy 85%, well above the 70% threshold that would require action. The pay structure is well-designed: roughly 66% of the CEO's total direct compensation is in equity awards, exceeding the 50-60% variable pay requirement, and the long-term incentive program uses meaningful three-year performance metrics (Economic Adjusted EBITDA and Contract Sales) rather than easily-gamed short-term targets. While HGV's stock has underperformed peers, the variable incentive pay does not appear to be above benchmark levels when evaluated on its own, and the prior Say on Pay vote showed no significant shareholder concern requiring a negative response.
Auditor
Ernst & Young LLP
Tenure
9 yrs
Audit Fees
$7,679,380
Non-Audit Fees
$1,778,198
Ernst & Young has audited HGV since 2017 (approximately 9 years), well below the 25-year tenure threshold that would raise independence concerns; combined non-audit fees (audit-related fees of $1,292,224 plus tax fees of $485,974) total roughly $1.78 million against audit fees of $7.68 million, a non-audit ratio of about 23%, comfortably below the 50% threshold; EY is a Big 4 firm appropriate for a $3.4 billion public company, and no material restatements are disclosed.
HGV's 2026 ballot presents a clear governance concern: the stock has significantly trailed its peer group over both three and five years, producing AGAINST votes for seven of nine director nominees under our TSR underperformance policy, while the two newest directors (Cahill and Mandel, both joining in 2024) are exempted as they have not yet had reasonable time to influence outcomes. The auditor ratification and Say on Pay proposals both clear our policy thresholds and receive FOR votes, and the equity plan amendment is outside the current policy scope.
10 companies disclosed in 2026 proxy filing
