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.          )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:

 

Preliminary Proxy Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material under §240.14a-12

Wyndham Hotels & Resorts, Inc.

___________________________________________________________________________________________________

(Name of Registrant as Specified In Its Charter)

___________________________________________________________________________________________________

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

Payment of Filing Fee (Check all boxes that apply):

 

No fee required.

 

Fee paid previously with preliminary materials.

 

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

 

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NOTICE OF 2024 ANNUAL MEETING
OF STOCKHOLDERS AND
PROXY STATEMENT

 

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March 14, 2024

Dear Fellow Stockholder:

On behalf of your Board of Directors, we are pleased to invite you to attend the 2024 annual meeting of stockholders to be held on Friday, April 19, 2024 at 9:00 a.m. Eastern Time. The meeting will be held in person at Wyndham Hotels & Resorts, Inc., 22 Sylvan Way, Parsippany, New Jersey 07054.

In 2023, we delivered strong financial and operational results from the continued execution of our strategic plan. Our performance was driven by our concentration in the select-service economy and midscale segments and sustained demand from our leisure and everyday business travelers. Global RevPAR grew 5% year-over-year in constant currency, or 16% above 2019 pre-Covid levels. System-wide rooms grew organically by 3.5% year-over-year, a record level, and we grew our global development pipeline by 10% year-over-year to a record 240,000 rooms.

We are proud to have achieved a record-high global retention rate of 95.6% with our valued franchisees. We also made meaningful progress across other parts of our business this year, all with a continued focus on our Owner-First™ approach. We opened 500 hotels and introduced 13 of our 24 brands in 24 new countries. We invested in new technology solutions to help owners streamline operations, enhance the guest experience and increase profitability. We did all of this while continuing to prioritize targeted investments in the future growth of our business, including increased key money investments to attract new hotels in key domestic and international markets and to support renovation of existing hotels.

The continued focus and thoughtful execution of our team in 2023 led to the delivery of diluted earnings per share of $3.41 and adjusted diluted earnings per share of $4.01. For 2023, net income was $289 million, adjusted net income was $341 million, and adjusted EBITDA was $659 million. Net cash provided by operating activities was $376 million, and free cash flow was $339 million in 2023. We also returned $515 million to our stockholders in 2023, including dividend payments of $118 million and stock repurchases of $397 million. This highlights your Board’s continued confidence in our business and our strategy.*

We are grateful for our team members who drove our accomplishments this year and for the continued support and loyalty of our franchisees, the backbone of our business. In September 2023, we were ranked number eight out of 100 among Newsweek® Magazine’s Most Loved Workplaces in America. We were named one of the World’s Most Ethical Companies® by Ethisphere for 2024, marking the fourth time we have been recognized for this award.

As described in the accompanying proxy statement, your Board’s Compensation Committee works to ensure that executive pay and performance are appropriately aligned to incentivize management to increase stockholder value. We encourage you to read the proxy statement carefully for more information.

Your Board remains committed to providing effective oversight as Wyndham continues to execute our strategy and we’re confident the plan we have in place is the right one – one that is expected to generate significant value over the near and medium term.

________________

*

 

Please see Appendix A to the accompanying proxy statement for (i) cautionary language regarding forward-looking statements and (ii) a reconciliation of non-GAAP financial measures to the corresponding GAAP results and an explanation of the adjustments that we have made to calculate these adjusted non-GAAP financial measures.

 

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Your vote is very important. Whether or not you plan to attend the 2024 annual meeting, please cast your vote as soon as possible. We look forward to our continued dialogue in the future and we, along with our outstanding team, remain committed to creating even greater value for you.

Very truly yours,

 

Stephen P. Holmes

 

Geoffrey A. Ballotti

Chair of the Board

 

President and Chief Executive Officer

 

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WYNDHAM HOTELS & RESORTS, INC.

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

March 14, 2024

Date:

 

Friday, April 19, 2024

Time:

 

9:00 a.m. Eastern Time

Place:

 

Wyndham Hotels & Resorts, Inc., 22 Sylvan Way, Parsippany, New Jersey 07054

Purposes of the Annual Meeting:

      to elect eight Directors for a term expiring at the 2025 Annual Meeting of Stockholders, with each Director to serve until such Director’s successor is elected and qualified or until such Director’s earlier resignation, retirement, disqualification or removal (“Proposal 1”);

      to vote on an advisory resolution to approve our executive compensation program (“Proposal 2”);

      to vote on a proposal to ratify the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for 2024 (“Proposal 3”); and

      to transact any other business that may be properly brought before the meeting or any postponement, adjournment or continuation of the meeting.

The matters specified for voting above are more fully described in the attached Proxy Statement. Only our stockholders of record at the close of business on March 11, 2024 (the “Record Date”) will be entitled to notice of and to vote at the 2024 Annual Meeting of Stockholders (including any postponements, adjournments or continuations thereof, the “Annual Meeting”). This Notice of 2024 Annual Meeting of Stockholders, the Annual Report on Form 10-K for the year ended December 31, 2023 and the attached Proxy Statement and form of proxy card are first being sent to stockholders of record as of the Record Date on or about March 14, 2024.

Who may attend the Annual Meeting:

Attendance at the Annual Meeting will be limited to stockholders as of the close of business on the Record Date, their authorized representatives and guests of the Company. Access to the Annual Meeting may be granted to others at the discretion of the Company and the chair of the Annual Meeting. Cameras and recording devices will not be permitted at the Annual Meeting.

How to attend the Annual Meeting:

All persons attending the Annual Meeting must bring photo identification such as a valid driver’s license or passport for purposes of personal identification along with proof of stock ownership. If you are a stockholder of record, please be prepared to provide the top portion of your proxy card.

 

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If your shares are held in the name of a bank, broker or other nominee, you will need to bring a proxy, letter or recent account statement from that bank, broker or nominee that confirms that you are the beneficial owner of those shares.

Record Date:

March 11, 2024 is the Record Date for the Annual Meeting. This means that owners of Wyndham Hotels & Resorts, Inc. common stock at the close of business on that date are entitled to:

      receive notice of the Annual Meeting; and

      vote at the Annual Meeting.

Householding Information:

We have adopted a procedure approved by the Securities and Exchange Commission called householding. Under this procedure, stockholders who have the same address and last name and have not previously requested electronic delivery of proxy materials or otherwise provided instructions to the contrary will receive a single set of proxy materials (including our annual report) for all stockholders having that address, with each stockholder continuing to receive separate proxy cards. This procedure will reduce our printing costs and postage fees.

If you do not wish to participate in householding, please contact Broadridge Financial Solutions by calling their toll-free number at (866) 540-7095 or through Broadridge Financial Solutions, Attn.: Householding Department, 51 Mercedes Way, Edgewood, New York 11717, and a separate copy of the proxy materials will be promptly delivered to your address. If you are currently receiving multiple sets of the proxy materials and wish to receive only one, you may use the same contact information to opt into householding.

Beneficial stockholders may request information about householding from their banks, brokers or other holders of record.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders: The Proxy Statement and the Annual Report on Form 10-K for the year ended December 31, 2023 and the means to vote by Internet are available at www.eproxyaccess.com/wh2024.

Proxy Voting:

Your vote is very important, and we encourage you to vote and submit your proxy card as promptly as possible, even if you plan to attend the Annual Meeting. You may vote by Internet, by telephone or by using the enclosed proxy card. If you are a stockholder of record, you may also vote at the Annual Meeting. If you hold your shares in “street name,” you may only vote in person at the Annual Meeting if you obtain a legal proxy from your bank, broker or other nominee.

 

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Please carefully note any voting deadline indicated on your proxy card, as voting deadlines may vary depending on how you hold your shares.

 

By order of the Board of Directors,

   

   

Paul F. Cash
General Counsel, Chief Compliance
Officer and Corporate Secretary

YOUR VOTE IS VERY IMPORTANT!

If you have any questions about the Annual Meeting or how to vote your shares,
please contact the firm assisting us with the solicitation of proxies:

INNISFREE M&A INCORPORATED:

(877) 717-3905 (toll-free from the U.S. and Canada) or
+1 (412) 232-3651 from other countries

 

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TABLE OF CONTENTS

 

Page

PROXY STATEMENT

 

1

FREQUENTLY ASKED QUESTIONS

 

3

When and where will the Annual Meeting be held?

 

3

What am I being asked to vote on at the Annual Meeting?

 

3

What is a proxy and a proxy statement?

 

4

How can I access the proxy materials over the Internet?

 

4

Who may vote and how many votes does a stockholder have?

 

4

How many votes must be present to hold the Annual Meeting?

 

4

What is the difference between a stockholder of record and a stockholder who holds stock in street name?

 

4

How do I vote?

 

5

What if I am a participant in the Wyndham Hotel Group Employee Savings Plan?

 

5

How does the Board recommend that I vote?

 

5

Will my shares be voted if I do nothing?

 

6

How many votes are required to approve each proposal?

 

6

What is a broker non-vote?

 

7

How do I attend the Annual Meeting?

 

7

Can I change or revoke my vote?

 

7

How do I make a stockholder proposal or stockholder director nominations for the 2025 Annual Meeting?

 

7

Who should I call if I have questions about the Annual Meeting?

 

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GOVERNANCE OF THE COMPANY

 

9

Stockholder Engagement

 

9

Corporate Governance Guidelines

 

9

Director Independence Criteria

 

9

Guidelines for Determining Director Independence

 

10

Committees of the Board

 

10

Committee Membership

 

13

Board Leadership Structure

 

13

Lead Director

 

14

Oversight of Risk Management

 

14

Succession Planning

 

15

Executive Sessions of Non-Management and Independent Directors

 

15

Communications with the Board and Directors

 

15

Director Attendance at Annual Meeting of Stockholders

 

15

Code of Business Conduct and Ethics

 

15

Director Nomination Process

 

15

Compensation of Directors

 

17

2023 Director Compensation Table

 

20

Non-Management Director Stock Ownership Guidelines

 

21

Ownership of Company Stock

 

21

Delinquent Section 16(a) Reports

 

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WYNDHAM HOTELS & RESORTS, INC.

PROXY STATEMENT

This Proxy Statement is being provided to you at the request of the Board of Directors of Wyndham Hotels & Resorts, Inc. (the “Board”) in connection with the solicitation of proxies by the Board and to encourage you to vote your shares at our 2024 Annual Meeting of Stockholders (including any postponements, adjournments or continuations thereof, the “Annual Meeting”). This Proxy Statement contains information on matters that will be presented at the Annual Meeting and is provided to assist you in voting your shares. References in this Proxy Statement to “we,” “us,” “our,” “Wyndham Hotels,” “Wyndham” and the “Company” refer to Wyndham Hotels & Resorts, Inc. and our consolidated subsidiaries.

The 2023 Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Form 10-K”), the Notice of Annual Meeting, this Proxy Statement and the accompanying form of proxy card are first being sent to stockholders of record as of March 11, 2024, on or about March 14, 2024.

Annual Meeting Details

Date and Time

Place:

9:00 a.m. Eastern Time on Friday, April 19, 2024

Wyndham Hotels & Resorts, Inc., 22 Sylvan Way, Parsippany, New Jersey 07054

Meeting Agenda and Voting Recommendations

Proposal

Board Recommendation

1.

Election of eight Director nominees for a term expiring at the 2025 Annual Meeting of Stockholders

FOR ALL eight nominees recommended by your Board

2.

Advisory vote to approve named executive officer compensation

FOR

3.

Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2024

FOR

If any other business properly comes before the stockholders for a vote at the Annual Meeting, your shares will be voted at the discretion of the holders of the proxy on such matters to the extent authorized by Rule 14a-4(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board knows of no matters, other than those previously described, to be presented for consideration at the Annual Meeting.

We strongly urge you to read this Proxy Statement carefully and vote “FOR ALL” eight nominees recommended by your Board and in accordance with your Board’s recommendations on all other proposals, by using the enclosed proxy card.

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Board’s Director Nominees (Proposal 1)

The following table provides summary information about each of the Board’s Director nominees. We ask you to vote “FOR ALL” of your Board’s eight Director nominees using the enclosed proxy card.

Nominee

Director
Since

Principal Occupation

Committees

Stephen P. Homes
(Chair)

2018

Non-Executive Chair of the Board of Wyndham Hotels & Resorts

Executive (Chair)

Geoffrey A. Ballotti

2018

President and Chief Executive Officer of Wyndham Hotels & Resorts (our “CEO”)

Executive

Myra J. Biblowit

2018

President Emeritus of The Breast Cancer Research Foundation

Compensation
Governance (
Chair)

James E. Buckman
(Lead Director)

2018

Former Vice Chairman of York Capital Management

Audit
Compensation
Executive

Bruce B. Churchill

2018

Former President of DIRECTV Latin America LLC

Audit
Compensation (
Chair)

Mukul V. Deoras

2018

President, Asia Pacific Division of Colgate-Palmolive Company & Chairman of Colgate-Palmolive (India) Ltd.

Audit
Governance

Ronald L. Nelson

2019

Former Chairman of Hanesbrands Inc.

Audit
Governance

Pauline D.E. Richards

2018

Former Chief Operating Officer of Trebuchet Group Holdings Limited

Audit (Chair)
Governance

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FREQUENTLY ASKED QUESTIONS

When and where will the Annual Meeting be held?

The Annual Meeting will be held on Friday, April 19, 2024 at 9:00 a.m. Eastern Time at Wyndham Hotels & Resorts, Inc., 22 Sylvan Way, Parsippany, New Jersey 07054.

Attendance at the Annual Meeting will be limited to stockholders as of the close of business on March 11, 2024 (the “Record Date”), their authorized representatives and guests of the Company. Access to the Annual Meeting may be granted to others at the discretion of the Company and the chair of the Annual Meeting. In accordance with security procedures, all persons attending the Annual Meeting must present picture identification along with proof of ownership. If you are a stockholder of record, please be prepared to provide the top portion of your proxy card. If you hold your shares in “street name,” you will need to provide proof of ownership, such as a recent account statement or letter from your broker. Cameras and recording devices will not be permitted at the Annual Meeting.

Even if you plan to attend the Annual Meeting, we strongly urge you to vote in advance by voting via the Internet or by telephone or by completing, signing, and dating the enclosed voting instruction form or proxy card and returning it in the postage pre-paid envelope provided, as soon as possible.

What am I being asked to vote on at the Annual Meeting?

You are being asked to vote on the following:

      the election of eight Directors for a term expiring at the 2025 Annual Meeting of Stockholders, with each Director to serve until such Director’s successor is elected and qualified or until such Director’s earlier resignation, retirement, disqualification or removal (“Proposal 1”);

      the advisory approval of our executive compensation program (“Proposal 2”);

      the ratification of the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for 2024 (“Proposal 3”); and

      to transact any other business that may be properly brought before the Annual Meeting.

If any other business properly comes before the stockholders for a vote at the Annual Meeting, your shares will be voted at the discretion of the holders of the proxy on such matters to the extent authorized by Rule 14a-4(c) under the Exchange Act. The Board knows of no matters, other than those previously described, to be presented for consideration at the Annual Meeting.

The Board recommends voting “FOR ALL” eight nominees recommended by the Board on Proposal 1 and “FOR” Proposals 2 and 3 using the enclosed proxy card.

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What is a proxy and a proxy statement?

A proxy is your legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. Geoffrey A. Ballotti, our President and CEO, and Paul F. Cash, our General Counsel, Chief Compliance Officer and Corporate Secretary, will serve as proxies for the Annual Meeting pursuant to the proxy cards solicited by our Board.

A proxy statement is a document that the regulations of the U.S. Securities and Exchange Commission (“SEC”) require us to give you when we ask that you designate Geoffrey A. Ballotti and Paul F. Cash as proxies to vote on your behalf. This Proxy Statement includes information about the proposals to be considered at the Annual Meeting and other required disclosures, including information about the Board and our named executive officers, for the purpose of informing your vote.

How can I access the proxy materials over the Internet?

Our proxy materials can be found online at www.eproxyaccess.com/wh2024.

Who may vote and how many votes does a stockholder have?

All holders of record of Wyndham common stock as of the close of business on the Record Date (March 11, 2024) are entitled to vote at the Annual Meeting. Each stockholder will have one vote for each share of Wyndham common stock held as of the Record Date. As of the Record Date, 81,010,616 shares of Wyndham common stock were outstanding. There is no cumulative voting, and the holders of Wyndham common stock vote together as a single class. Stockholders do not have appraisal rights under Delaware law in connection with this proxy solicitation.

How many votes must be present to hold the Annual Meeting?

The holders of a majority of the outstanding shares of Wyndham common stock entitled to vote at the Annual Meeting must be present in-person or by proxy at the Annual Meeting in order to constitute a quorum necessary to conduct the Annual Meeting. Abstentions and broker non-votes will be counted for purposes of establishing a quorum at the Annual Meeting.

We urge you to vote by proxy even if you plan to attend the Annual Meeting so that we will know as soon as possible that a quorum has been achieved.

What is the difference between a stockholder of record and a stockholder who holds stock in street name?

Most stockholders hold their shares through a broker, bank or other nominee (i.e., in “street name”) rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those held in street name.

      Stockholders of Record.    If your shares are registered directly in your name with our transfer agent, you are considered, with respect to those shares, the “stockholder of record” (also sometimes referred to as a “registered stockholder” or “registered holder”).

      Street Name Stockholders.    If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered, with respect to those shares, the beneficial owner of shares held in “street name.” If you are a street name stockholder, you will be forwarded proxy materials by your broker, bank or other nominee, which is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to instruct your broker, bank or other nominee how to vote. Your broker, bank or other nominee has provided a voting instruction form for you to use in directing the broker, bank or other nominee how to vote your shares. If you fail to provide sufficient instructions to your broker, bank or other nominee, they may be prohibited from voting your shares. See the below question “Will my shares be voted if I do nothing?” for additional information.

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How do I vote?

Even if you plan to attend the Annual Meeting you are encouraged to vote by proxy.

If you are a stockholder of record, you may vote at the Annual Meeting or in one of the following ways:

      By Internet.    You may submit a proxy electronically on the Internet by following the instructions provided on the enclosed proxy card. Please have your proxy card in hand when you log onto the website. Internet voting facilities will be available 24 hours a day.

      By Telephone.    You may submit a proxy by telephone using the toll-free number listed on the enclosed proxy card. Please have your proxy card in hand when you call. Telephone voting facilities will be available 24 hours a day.

      By Mail.    You may indicate your vote by marking, signing and dating your proxy card and returning it in the enclosed postage pre-paid reply envelope.

If your shares are registered in the name of a bank, broker or other nominee (i.e., in “street name”), you may generally vote your shares or submit a proxy to have your shares voted by one of the following methods:

      By the Methods Listed on the Voting Instruction Form.    Please refer to the voting instruction form or other information forwarded to you by your bank, broker or other nominee to determine whether you may submit a proxy by telephone or on the Internet and follow the instructions provided by your bank, broker or other nominee.

      In Person with a Proxy from the Record Holder.    You may vote in person at the Annual Meeting if you obtain a legal proxy from your bank, broker or other nominee. Please consult the voting instruction form or other information forwarded to you by your bank, broker or other nominee to determine how to obtain a legal proxy in order to vote in person at the Annual Meeting.

If you hold shares in BOTH street name and as a stockholder of record, YOU MUST VOTE SEPARATELY for each set of shares.

When you vote by proxy, your shares will be voted according to your instructions. If you sign your proxy card but do not specify how you want your shares to be voted, they will be voted as the Board recommends.

What if I am a participant in the Wyndham Hotel Group Employee Savings Plan?

For participants in the Wyndham Hotel Group Employee Savings Plan with shares of Wyndham common stock credited to their accounts, voting instructions for the trustees of the plan are also being solicited through this Proxy Statement. In accordance with the provisions of the plan, the trustee will vote shares of Wyndham common stock in accordance with instructions received from the participants to whose accounts the shares are credited. If you do not instruct the plan trustee on how to vote the shares of Wyndham common stock credited to your account, the trustee will vote those shares in proportion to the shares for which instructions are received.

How does the Board recommend that I vote?

The Board recommends the following votes:

      “FOR ALL” eight Director nominees proposed by your Board for election,

      “FOR” the advisory approval of our executive compensation program, and

      “FOR” the ratification of the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for 2024.

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Will my shares be voted if I do nothing?

If your shares of Wyndham common stock are registered in your name, you must sign and return a proxy card or submit a proxy by telephone or by Internet in order for your shares to be voted.

If your shares of Wyndham common stock are held in “street name,” that is, held for your account by a bank, broker or other nominee, and you do not give your bank, broker or other nominee specific voting instructions for your shares, under the rules of the NYSE, they will have discretion to vote your shares on “routine” matters, including Proposal 3 to ratify the appointment of the independent registered public accounting firm, but not on any other proposals. Therefore, your bank, broker or other nominee will not be permitted to vote on your behalf on Proposals 1 and 2 unless you provide specific instructions before the date of the Annual Meeting by completing and returning the voting instruction form or proxy card or by following the instructions provided to you to vote your shares by telephone or the Internet.

If your shares of Wyndham common stock are held in “street name,” your bank, broker or nominee has enclosed a voting instruction form with this Proxy Statement. We strongly encourage you to authorize your bank, broker or other nominee to vote your shares by following the instructions provided on the voting instruction form. To instruct your bank, broker or other nominee how to vote your shares, simply sign, date and return the enclosed voting instruction form in the accompanying postage-paid envelope, or vote by proxy by telephone or via the Internet in accordance with the instructions in the voting instruction form. Please contact the person responsible for your account to ensure that a proxy card or voting instruction form is voted on your behalf.

We strongly urge you to vote by proxy “FOR ALL” eight Director nominees listed in Proposal 1 and “FOR” Proposals 2 and 3 by using the enclosed proxy card to vote TODAY by Internet, by telephone or by signing, dating and returning the enclosed proxy card in the envelope provided. If your shares are held in “street name,” you should follow the instructions on the voting instruction form provided by your bank, broker or other nominee and provide specific instructions to your bank, broker or other nominee to vote as described above.

EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, WE RECOMMEND YOU ALSO SUBMIT YOUR PROXY SO THAT YOUR VOTE WILL COUNT IF YOU ARE UNABLE TO ATTEND THE MEETING. SUBMITTING YOUR PROXY VIA INTERNET, TELEPHONE OR MAIL DOES NOT AFFECT YOUR ABILITY TO VOTE IN PERSON AT THE ANNUAL MEETING.

How many votes are required to approve each proposal?

Under the Company’s Third Amended and Restated By-Laws (“By-Laws”), a plurality voting standard will apply for this year’s election of Directors under Proposal 1, which means that the eight nominees who receive the greatest number of affirmative “FOR” votes will be elected to the Board. Any shares not voted “FOR” a particular Director nominee as a result of a “WITHHOLD” vote or a broker non-vote will count for purposes of determining if there is a quorum at the Annual Meeting but will not count in that Director nominee’s favor and will not otherwise affect the outcome of the election (except to the extent they otherwise reduce the number of shares voted “FOR” such Director nominee).

For each of Proposals 2 and 3, the affirmative vote of the holders of a majority of the shares represented at the Annual Meeting in person or by proxy and entitled to vote on the proposal will be required for approval. Abstentions will have the effect of a vote against any of these proposals. Broker non-votes will have no effect on the outcome of these proposals.

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If your shares are registered in the name of a bank, broker or other nominee and you do not give your bank, broker or other nominee specific voting instructions for your shares, under the rules of the NYSE, they will have discretion to vote your shares on “routine” matters, including Proposal 3 to ratify the appointment of the independent registered public accounting firm, but not on any other proposals. Therefore, your bank, broker or other nominee will not be permitted to vote on your behalf on Proposals 1 and 2 unless you provide specific instructions before the date of the Annual Meeting by completing and returning the voting instruction form or proxy card or by following the instructions provided to you to vote your shares by telephone or the Internet.

What is a broker non-vote?

A broker non-vote occurs when a bank, broker or other nominee submits a proxy that states that the bank, broker or other nominee does not vote for one or more of the proposals because such bank, broker or other nominees has not received instructions from the beneficial owner on how to vote on the proposals and does not have discretionary authority to vote in the absence of instructions.

How do I attend the Annual Meeting?

The Annual Meeting will begin promptly at 9:00 a.m. Eastern Time on Friday, April 19, 2024 at Wyndham Hotels & Resorts, Inc., 22 Sylvan Way, Parsippany, New Jersey 07054.

To attend the Annual Meeting, you must bring with you a photo identification such as a valid driver’s license or passport for purposes of personal identification. If you are a stockholder of record, please be prepared to provide the top portion of your proxy card.

If your shares are held in the name of a bank, broker or other nominee (in “street name”), you will need to bring a proxy, letter or recent account statement from that bank, broker or nominee that confirms that you are the beneficial owner of those shares.

Can I change or revoke my vote?

You may change or revoke your proxy at any time prior to voting at the Annual Meeting (1) by submitting a later dated proxy or by entering new instructions by Internet or telephone prior to 11:59 p.m. Eastern Time on Thursday, April 18, 2024; (2) by requesting, marking, signing, dating and mailing in a new paper proxy card; (3) by giving timely written notice of such change or revocation to the Corporate Secretary; or (4) by attending the Annual Meeting and voting.

If you are a street name stockholder, you must follow the instructions to revoke your proxy, if any, provided by your bank, broker or other nominee.

How do I make a stockholder proposal or stockholder director nominations for the 2025 Annual Meeting?

Stockholders interested in presenting a proposal for inclusion in our proxy statement and proxy relating to our 2025 annual meeting may do so by following the procedures prescribed in Rule 14a-8 under the Exchange Act. To be eligible for inclusion in next year’s proxy statement, stockholder proposals must be received by the Corporate Secretary at our principal executive offices no later than the close of business on November 14, 2024. The Company’s principal executive offices are located at Wyndham Hotels & Resorts, Inc., 22 Sylvan Way, Parsippany, New Jersey 07054.

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In general, any stockholder proposal to be considered at the 2025 annual meeting but not included in the proxy statement must be submitted in accordance with the procedures set forth in our By-Laws. Notice of any such proposal must be submitted in writing to and received by the Corporate Secretary at our principal executive offices not earlier than the close of business on December 20, 2024 and not later than the close of business on January 17, 2025. However, if the date of the 2025 annual meeting is not within 30 days before or after April 19, 2025, then a stockholder will be able to submit a proposal for consideration at the 2025 annual meeting not earlier than the close of business on the 120th day prior to the 2025 annual meeting and not later than the close of business on the later of the 90th day prior to the 2025 annual meeting or the 10th day following the day on which public announcement of the date of the 2025 annual meeting is first made. Our By-Laws require that such notice be updated as necessary as of specified dates prior to such annual meeting. Any notification to bring any proposal before an annual meeting must comply with the requirements of our By-Laws as to proper form. A stockholder may obtain a copy of our By-Laws on our investor website, https://investor.wyndhamhotels.com under the Governance/Governance Documents page, or by writing to our Corporate Secretary.

Stockholders may also nominate Directors for election at an annual meeting. To nominate a Director outside of our proxy access By-Laws, stockholders must comply with provisions of applicable law and Article II, Section 15 of our By-Laws. Pursuant to the proxy access provisions in our By-Laws, a stockholder, or a group of up to 20 stockholders, owning at least 3% of the Company’s outstanding stock continuously for at least three years, may nominate and include in the Company’s proxy materials Director nominees constituting up to the greater of two Directors or 20% of the Board, provided that the stockholders and Director nominees satisfy the disclosure and procedural requirements in Article II, Section 16 of our By-Laws. The Corporate Governance Committee will also consider stockholder recommendations for candidates to the Board sent to the Committee c/o the Corporate Secretary. See below under “Director Nomination Process” for information regarding nomination or recommendation of a Director.

Who should I call if I have questions about the Annual Meeting?

If you have any questions or require any assistance with voting your shares, or if you need additional copies of the proxy materials, please contact our proxy solicitation firm, Innisfree M&A Incorporated, at

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
(877) 717-3905 (toll-free from the U.S. and Canada) or
+1 (412) 232-3651 from other countries

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GOVERNANCE OF THE COMPANY

Strong corporate governance is an integral part of our core values. Our Board is committed to having sound corporate governance principles and practices. Please visit our investor website at https://investor.wyndhamhotels.com and click on the Governance link, followed by the Governance Documents link, for the Board’s Corporate Governance Guidelines and Director Independence Criteria, the Board-approved charters for the Audit, Compensation and Corporate Governance Committees and related information. These guidelines and charters may also be obtained by writing to our Corporate Secretary at Wyndham Hotels & Resorts, Inc., 22 Sylvan Way, Parsippany, New Jersey 07054.

Stockholder Engagement

The Board and senior management value regular input from all stockholders, and we believe direct engagement with our stockholders is the best way to understand their perspectives and expectations. During 2023, we engaged with stockholders representing 59% of the outstanding Wyndham common stock, including 13 of the 15 largest Wyndham stockholders, to hear their perspectives and expectations. Wyndham believes ongoing engagement with stockholders is critically important and helps ensure our decisions and actions are informed by stockholders’ viewpoints and aligned with their interests.

Corporate Governance Guidelines

Our Board adopted Corporate Governance Guidelines that, along with the charters of the Board committees, Director Independence Criteria and Code of Business Conduct and Ethics for Directors, provide the framework for our governance. The governance rules for companies listed on the NYSE and those contained in the SEC rules and regulations are reflected in the guidelines. The Board reviews these principles and other aspects of governance periodically. The Corporate Governance Guidelines are available on the Governance/Governance Documents page of our investor website at https://investor.wyndhamhotels.com.

Director Independence Criteria

The Board adopted the Director Independence Criteria set out below for its evaluation of the materiality of Director relationships with us. The Director Independence Criteria contain independence standards that exceed the independence standards specified in the listing standards of the NYSE. The Director Independence Criteria are available on the Governance/Governance Documents page of our investor website at https://investor.wyndhamhotels.com.

A Director who satisfies all of the following criteria shall be presumed to be independent under our Director Independence Criteria:

      Wyndham Hotels does not currently employ and has not within the last three years employed the Director or any of his or her immediate family members (except in the case of immediate family members, in a non-executive officer capacity).

      The Director is not currently and has not within the last three years been employed by Wyndham Hotels’ present auditors nor has any of his or her immediate family members been so employed (except in a non-professional capacity not involving Wyndham Hotels’ business).

      Neither the Director nor any of his or her immediate family members is or has been within the last three years part of an interlocking directorate in which an executive officer of Wyndham Hotels serves on the compensation or equivalent committee of another company that employs the Director or his or her immediate family member as an executive officer.

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      The Director is not a current employee nor is an immediate family member a current executive officer of a company that has made payments to or received payments from Wyndham Hotels for property or services in an amount in any of the last three fiscal years exceeding the greater of $750,000 or 1% of such other company’s consolidated gross revenues.

      The Director currently does not have and has not had within the past three years a personal services contract with Wyndham Hotels or any of its executive officers.

      The Director has not received and none of the Director’s immediate family members have received during any twelve-month period within the last three years more than $100,000 in direct compensation from Wyndham Hotels other than Board fees.

      The Director is not currently an officer or director of a foundation or other non-profit organization to which Wyndham Hotels within the last three years gave directly or indirectly through the provision of services more than the greater of 2% of the consolidated gross revenues of such organization during any single fiscal year or $1,000,000.

Guidelines for Determining Director Independence

Our Corporate Governance Guidelines and Director Independence Criteria provide for Director independence standards that meet or exceed those of the NYSE. Our Board is required under NYSE rules to affirmatively determine that each independent Director has no material relationship with Wyndham Hotels other than as a Director.

In accordance with these standards and criteria, the Board undertook its annual review of the independence of its Directors. During this review, the Board considered whether there are any relationships or related party transactions between each Director, any member of his or her immediate family or other affiliated entities and us and our subsidiaries. The purpose of this review was to determine whether any such relationships or transactions existed that were inconsistent with a determination that the Director is independent.

The Board follows a number of procedures to review related party transactions. We maintain a written policy governing related party transactions that requires Audit Committee preapproval of related party transactions exceeding $120,000. Each Board member answers a questionnaire designed to disclose conflicts and related party transactions. We also review our internal records for related party transactions. Based on a review of these standards and materials, none of our independent Directors had or has any relationship with us other than as a Director.

As a result of its review, the Board affirmatively determined that the following Directors are independent of us and our management as required by the NYSE listing standards and the Director Independence Criteria: Myra J. Biblowit, James E. Buckman, Bruce B. Churchill, Mukul V. Deoras, Ronald L. Nelson and Pauline D.E. Richards.

Committees of the Board

The following describes our Board committees and related matters. The composition of the committees is provided immediately after.

Audit Committee

Responsibilities include:

      appoints our independent registered public accounting firm to perform an integrated audit of our consolidated financial statements and internal control over financial reporting;

      pre-approves all services performed by our independent registered public accounting firm;

      provides oversight on the external reporting process and the adequacy of our internal controls;

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      reviews the scope, planning, staffing and budgets of the audit activities of the independent registered public accounting firm and our internal auditors;

      reviews services provided by our independent registered public accounting firm and other disclosed relationships as they bear on the independence of our independent registered public accounting firm and provides oversight on hiring policies with respect to employees or former employees of the independent auditor;

      maintains procedures for the receipt, retention and resolution of complaints regarding accounting, internal controls and auditing matters; and

      reviews and provides oversight with respect to the Company’s related person transaction policy and reviews and preapproves related person transactions under such policy.

All members of the Audit Committee are independent Directors under the Board’s Director Independence Criteria and applicable regulatory and listing standards. The Board in its business judgment determined that each member of the Audit Committee is financially literate, knowledgeable and qualified to review financial statements in accordance with applicable listing standards. The Board also determined that Bruce B. Churchill, Ronald L. Nelson and Pauline D.E. Richards are audit committee financial experts within the meaning of applicable SEC rules.

The Audit Committee Charter is available on the Governance/Governance Documents page of our investor website at https://investor.wyndhamhotels.com.

Audit Committee Report

The Audit Committee of the Board of Directors assists the Board in fulfilling its oversight responsibilities for the external financial reporting process and the adequacy of Wyndham Hotels’ internal control over financial reporting. Specific responsibilities of the Audit Committee are set forth in the Audit Committee Charter adopted by the Board. The Charter is available on the Governance/Governance Documents page of our investor website at https://investor.wyndhamhotels.com.

The Audit Committee is comprised of five Directors, all of whom meet the standards of independence adopted by the NYSE and the SEC. The Audit Committee appoints, compensates and oversees the services performed by Wyndham Hotels’ independent registered public accounting firm. The Audit Committee approves in advance all services to be performed by Wyndham Hotels’ independent registered public accounting firm in accordance with SEC rules and the Audit Committee’s established policy for pre-approval of all audit services and permissible non-audit services, subject to the de minimis exceptions for non-audit services.

Management is responsible for Wyndham Hotels’ financial reporting process including our system of internal controls and for the preparation of consolidated financial statements in compliance with generally accepted accounting principles, applicable laws and regulations. In addition, management is responsible for establishing, maintaining and assessing the effectiveness of Wyndham Hotels’ internal control over financial reporting. Deloitte & Touche LLP (“Deloitte”), Wyndham Hotels’ independent registered public accounting firm, is responsible for expressing an opinion on Wyndham Hotels’ consolidated financial statements and the effectiveness of Wyndham Hotels’ internal control over financial reporting. The Audit Committee reviewed and discussed Wyndham Hotels’ 2023 Form 10-K, including the audited consolidated financial statements of Wyndham Hotels for the year ended December 31, 2023, with management and Deloitte. It is not the Audit Committee’s duty or responsibility to conduct auditing or accounting reviews or procedures.

The Audit Committee also discussed with Deloitte matters required to be discussed by applicable standards and rules of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. The Audit Committee also received the written disclosures and the letter from Deloitte required by applicable standards and rules of the PCAOB, including those required by Auditing Standard No. 1301, Communications with Audit Committees, and the SEC regarding Deloitte’s communications with the Audit Committee concerning independence, and discussed with Deloitte its independence.

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The Audit Committee also considered whether the permissible non-audit services provided by Deloitte to Wyndham Hotels are compatible with Deloitte maintaining its independence. The Audit Committee satisfied itself as to the independence of Deloitte.

Based on the Audit Committee’s review and discussions described above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in Wyndham Hotels’ 2023 Form 10-K for the year ended December 31, 2023.

AUDIT COMMITTEE

Pauline D.E. Richards (Chair)

James E. Buckman

Bruce B. Churchill

Mukul V. Deoras

Ronald L. Nelson

Compensation Committee

Responsibilities include:

      provides oversight with respect to our executive compensation program consistent with corporate objectives and stockholder interests;

      reviews and approves CEO and other senior management compensation;

      approves grants of long-term incentive awards and our senior executives’ annual incentive compensation under our compensation plans;

      provides oversight with respect to the Company’s incentive compensation recovery policy; and

      reviews and considers the independence of advisers to the Committee.

For additional information regarding the Compensation Committee’s processes and procedures see below under “Executive Compensation – Compensation Discussion and Analysis – Compensation Committee Matters.”

All members of the Compensation Committee are independent Directors under the Board’s Director Independence Criteria and applicable regulatory and listing standards.

The Compensation Committee Report is provided below under Executive Compensation. The Compensation Committee Charter is available on the Governance/Governance Documents page on our investor website at https://investor.wyndhamhotels.com.

Compensation Committee Interlocks and Insider Participation

During 2023, Ms. Biblowit, Mr. Buckman and Mr. Churchill served on our Compensation Committee. There are no compensation committee interlocks between Wyndham Hotels and other entities involving our executive officers and Directors.

Corporate Governance Committee

Responsibilities include:

      recommends to the Board nominees for election to the Board;

      reviews principles, policies and procedures affecting Directors and the Board’s operation and effectiveness;

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      provides oversight on the evaluation of the Board and its effectiveness;

      provides oversight with respect to our social responsibility program, including environmental, social and governance matters; and

      reviews and makes recommendations to the Board on Director compensation.

All members of the Corporate Governance Committee are independent Directors under the Board’s Director Independence Criteria and applicable regulatory and listing standards.

The Corporate Governance Committee Charter is available on the Governance/Governance Documents page on our investor website at https://investor.wyndhamhotels.com.

Executive Committee

The Executive Committee may exercise all of the authority of the Board when the Board is not in session, except that the Executive Committee does not have the authority to take any action which legally or under our internal governance policies may be taken only by the Board.

Committee Membership

The following chart provides the current committee membership and the number of meetings that each committee held during 2023.

Director

Audit
Committee

Compensation
Committee

Governance
Committee

Executive
Committee

Geoffrey A. Ballotti

     

M

Myra J. Biblowit

 

M

C

 

James E. Buckman

M

M

 

M

Bruce B. Churchill

M

C

   

Mukul V. Deoras

M

 

M

 

Stephen P. Holmes

     

C

Ronald L. Nelson

M

 

M

 

Pauline D.E. Richards

C

 

M

 

Number of Meetings in 2023

8

8

4

9

C = Chair

M = Member

The Board held 14 meetings during 2023. Each Director attended at least 95% of the meetings of the Board and the committees of the Board on which the Director served during 2023.

Directors fulfill their responsibilities not only by attending Board and committee meetings but also through communication with the Non-Executive Chair, Lead Director, CEO and other members of management relative to matters of interest and concern to Wyndham Hotels.

Board Leadership Structure

Under our current Board leadership structure, the roles of Chair and CEO are held by two different individuals. Mr. Holmes serves as our Non-Executive Chair, while Mr. Ballotti serves as our President and CEO. The Board believes that Mr. Holmes is highly effective in serving as our Non-Executive Chair due to his strong leadership skills and his extensive knowledge of our operations and the markets in which we compete.

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One of the key responsibilities of the Board is to review our strategic direction and hold management accountable for the execution of strategy once it is developed. The Board believes that the separation of the roles of the Chair and the CEO is objective and in the best interests of stockholders at this time because it allows our CEO to focus on the execution of our business strategy, growth and development, while our Non-Executive Chair oversees our Board. In addition, our independent Lead Director provides us with further oversight as described below.

Lead Director

Mr. Buckman, an independent Director, has served as the Board’s Lead Director since August 2019. The Lead Director acts as a liaison with the Non-Executive Chair in consultation with the other Directors; chairs executive sessions of the non-executive Directors and independent Directors and provides feedback to the Non-Executive Chair; chairs meetings of the Board in the absence of the Non-Executive Chair; and reviews in advance and consults with the Non-Executive Chair regarding the schedule and agenda for all Board meetings as well as the materials distributed to Directors in connection with such meetings. With his deep knowledge of our business and industry, our Board believes Mr. Buckman as Lead Director adds significant value to our Board in assisting in the leadership of our Board in its oversight, strategic planning and execution.

Oversight of Risk Management

The Board has an active role, as a whole and at the committee level, in providing oversight with respect to management of our risks. The Board focuses on the most significant risks facing us and our general risk management strategy and seeks to ensure that risks undertaken by us are consistent with a level of risk that is appropriate for our Company and aligned with the achievement of our business objectives and strategies.

The Board regularly reviews information regarding risks associated with our finances, credit and liquidity; our business, operations and strategy; legal, regulatory and compliance matters; and reputational exposure. The Audit Committee provides oversight on our programs for risk assessment and risk management, including with respect to financial accounting and reporting, internal audit services, information technology, cybersecurity and compliance. The Compensation Committee provides oversight on our assessment and management of risks relating to our executive compensation, including through its oversight responsibilities with respect to our incentive compensation recovery policy. The Corporate Governance Committee provides oversight on our management of risks associated with the independence of the Board, potential conflicts of interest and environmental, social and governance matters. While each committee is responsible for providing oversight with respect to the management of risks, the entire Board is regularly informed about our risks through committee reports and management presentations.

While the Board and the committees provide oversight with respect to our risk management, our CEO and other senior management are primarily responsible for day-to-day risk management, analysis and mitigation and report to the full Board or the relevant committee regarding risk management. Our General Counsel, who also serves as our Chief Compliance Officer, is a direct report to our CEO, is in attendance at all meetings of the Board and committees of the Board and provides regular reports to the Board. Our General Counsel and Chief Compliance Officer also has a direct reporting relationship to the Audit Committee and the Board under our compliance program. Our leadership structure, with Mr. Holmes serving as our Non-Executive Chair and with Mr. Ballotti serving as a Director, enhances the Board’s effectiveness in risk oversight due to their extensive knowledge of our industry, business and operations and facilitates the Board’s oversight of key risks. We believe this division of responsibility and leadership structure is the most effective approach for addressing our risk management.

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Succession Planning

The Board believes in providing strong and effective continuity in leadership of our Company. A principal responsibility and strategic priority of our Board is the selection, retention and succession planning for our CEO and other senior leaders. The Board works with the CEO and with our Chief Human Resource Officer to plan for succession, and the non-management members of the Board discuss CEO and other senior leader succession planning at executive sessions. The Board also discusses with our CEO the appropriate continuing development of our senior leaders, as well as criteria the Board considers important as part of succession planning. The Board also actively interacts with and evaluates and discusses potential internal candidates as part of its succession planning.

Executive Sessions of Non-Management and Independent Directors

The Board meets regularly without any members of management present. Our Lead Director presides at these sessions. Our independent Directors also meet in executive session at least twice per year. The Lead Director chairs these sessions of independent Directors.

Communications with the Board and Directors

Stockholders and other parties interested in communicating directly with the Board, our non-management Directors as a group, our independent Directors as a group or any individual Director may do so by writing our Corporate Secretary at Wyndham Hotels & Resorts, Inc., 22 Sylvan Way, Parsippany, New Jersey 07054. Prior to forwarding any correspondence, the Corporate Secretary will review it and in his discretion will not forward correspondence deemed to be of a commercial nature or otherwise not appropriate for review by the Directors.

Director Attendance at Annual Meeting of Stockholders

As provided in the Board’s Corporate Governance Guidelines, Directors are expected to attend our annual meetings absent exceptional cause. All of our current Directors attended our 2023 annual meeting of stockholders and are expected to attend the Annual Meeting.

Code of Business Conduct and Ethics

The Board maintains a Code of Business Conduct and Ethics for Directors with ethics guidelines specifically applicable to Directors. In addition, we maintain Business Principles applicable to all our team members, including our CEO, Chief Financial Officer and Head of Strategy (“CFO”) and Chief Accounting Officer.

We will disclose on our website any amendment to or waiver from a provision of our Business Principles or Code of Business Conduct and Ethics for Directors as may be required and within the time period specified under applicable SEC and NYSE rules. The Code of Business Conduct and Ethics for Directors and our Business Principles are available on the Governance/Governance Documents page of our investor website at https://investor.wyndhamhotels.com. Copies of these documents may also be obtained free of charge by writing to our Corporate Secretary.

Director Nomination Process

Role of Corporate Governance Committee.    The Corporate Governance Committee is responsible for recommending the Director nominees for election to the Board. The Corporate Governance Committee considers the appropriate balance of experience, skills and characteristics required of the Board when considering potential candidates to serve on the Board. Nominees for Director are selected on the basis of their depth and breadth of experience, skills, wisdom, integrity, ability to make independent analytical inquiries, understanding of our business environment and willingness to devote adequate time to Board duties.

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The Corporate Governance Committee also focuses on issues of diversity, such as diversity of gender, race and national origin, education, professional experience and differences in viewpoints and skills. The Corporate Governance Committee does not have a formal policy with respect to diversity; however, the Board and the Corporate Governance Committee believe that it is essential that the Board members represent diverse experience and viewpoints. The Board values diversity of all types, and the Corporate Governance Committee will seek to include diverse candidates in any pool of potential directors from which new Director candidates are selected.

In considering candidates for the Board, the Corporate Governance Committee considers the entirety of each candidate’s credentials in the context of these standards. For the nomination of continuing Directors for re-election, the Corporate Governance Committee also considers the individual’s contributions to the Board.

All of our Directors bring to our Board a wealth of executive leadership experience derived from their service as senior executives of large organizations as well as extensive board experience. Certain individual qualifications, experience and skills of our Directors that led the Board to conclude that each of your Board’s nominees for Director should serve as our Director are described below under “Proposal No. 1: Election of Directors.”

Identification and Evaluation Process.    The process for identifying and evaluating nominees to the Board is initiated by identifying candidates who meet the criteria for selection as a nominee and have the specific qualities or skills being sought based on input from members of the Board and, if the Corporate Governance Committee deems appropriate, a third-party search firm. These candidates will be evaluated by the Corporate Governance Committee by reviewing the candidates’ biographical information and qualifications and checking the candidates’ references. Qualified nominees will be interviewed by at least one member of the Corporate Governance Committee. Using the input from the interview and other information it obtains, the Corporate Governance Committee evaluates whether the prospective candidate is qualified to serve as a Director and whether the Corporate Governance Committee should recommend to the Board that the Board nominate the prospective candidate for election by the stockholders or to fill a vacancy on the Board.

Stockholder Recommendations of Nominees.    The Corporate Governance Committee will consider written recommendations from stockholders for nominees for Director. Recommendations should be submitted to the Corporate Governance Committee, c/o the Corporate Secretary, and include at least the following: name of the stockholder and evidence of the person’s ownership of Wyndham common stock, number of shares owned and the length of time of ownership, name of the candidate, the candidate’s resume or a listing of his or her qualifications to be a Director and the person’s consent to be named as a Director if selected by the Corporate Governance Committee and nominated by the Board. To evaluate nominees for Directors recommended by stockholders, the Corporate Governance Committee intends to use a substantially similar evaluation process as described above.

Stockholder Nominations and By-Law Procedures.    Our By-Laws establish procedures pursuant to which a stockholder may nominate a person for election to the Board. Our By-Laws are posted on our investor website under Governance/Governance Documents at https://investor.wyndhamhotels.com. To nominate a person for election to the Board outside of our proxy access By-Laws, a stockholder must submit a notice under Article II, Section 15 containing all information required by our By-Laws regarding the Director nominee and the stockholder and any associated persons making the nomination, including but not limited to name and address, number of shares owned, a description of any additional interests of such nominee or stockholder and certain representations regarding such nomination. Our By-Laws require that such notice be updated as necessary as of specified dates prior to such annual meeting. We may require any proposed nominee to furnish such other information as we may require to determine his or her eligibility to serve as a Director. Such notice must be accompanied by the proposed nominee’s consent to being named as a nominee and to serve as a Director if elected.

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To nominate a person for election to the Board at our 2025 annual meeting, written notice of a stockholder nomination must be delivered to our Corporate Secretary not later than the close of business on the 90th day (January 17, 2025) nor earlier than the close of business on the 120th day (December 20, 2024) prior to the anniversary date of the prior year’s annual meeting. However, if our 2025 annual meeting is advanced or delayed by more than 30 days from April 19, 2025, then a stockholder will be able to submit a proposal for consideration at the 2025 annual meeting not earlier than the close of business on the 120th day prior to the 2025 annual meeting and not later than the close of business on the later of the 90th day prior to the 2025 annual meeting or the 10th day following the day on which public announcement of the date of the 2025 annual meeting is first made. Our By-Laws require that any such notice be updated as necessary as of specified dates prior to such annual meeting. A stockholder may make nominations of persons for election to the Board at a special meeting if the stockholder delivers written notice to our Corporate Secretary not later than the close of business on the 10th day following the day on which public disclosure of the date such special meeting was made or notice of such special meeting was mailed, whichever occurs first; provided that, at a special meeting of stockholders, only such business may be conducted as shall have been brought before the meeting (including election of Directors) under our notice of meeting.

In addition to satisfying the requirements under our By-Laws described in the immediately preceding paragraph, to comply with the universal proxy rules under the Exchange Act, stockholders who intend to solicit proxies in support of Director nominees other than the Board’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act in accordance with the time period set forth immediately above for providing notice of stockholder nominations for Director candidates.

To nominate a person for election to the Board pursuant to the proxy access provisions in our By-Laws, a stockholder, or a group of up to 20 stockholders, owning at least 3% of the Company’s outstanding stock continuously for at least three years, may nominate and include in the Company’s proxy materials Director nominees constituting up to the greater of two Directors or 20% of the Board, provided that the stockholders and Director nominees satisfy the disclosure and procedural requirements in Article II, Section 16 of our By-Laws. To be timely, any notice of proxy access nomination must be delivered to the Corporate Secretary no earlier than the close of business on the 150th day (October 15, 2024) and no later than the close of business on the 120th day before the anniversary (November 14, 2024) of the date that the Company issued its proxy statement for the previous year’s annual meeting, or, if the date of the annual meeting is more than 30 days earlier or more than 60 days later than the anniversary date of the most recent annual meeting, then not later than the close of business on the 10th day after public announcement of the meeting date.

Compensation of Directors

Non-management Directors receive compensation for Board service designed to compensate them for their Board responsibilities and align their interests with the interests of stockholders. A management Director receives no additional compensation for Board service. The following are certain highlights of our Director compensation program:

      Heavy weighting on equity pay to align Director compensation with our stockholders’ long-term interests

      Annual time-based restricted stock unit (“RSU”) grants subject to 4-year vesting

      Opportunity to defer all cash and equity compensation in the form of deferred stock units (“DSUs”) under our deferred compensation plan which are not paid out until the Director’s retirement or other cessation of service from the Board

      Limit on annual equity grants under our stockholder-approved equity incentive plan

      No fees paid per meeting

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      No retirement benefits

      Robust stock ownership guidelines

Overview.    Our Directors play a critical and active role in overseeing the management of our Company and guiding our strategic direction. Ongoing developments in corporate governance, executive compensation and financial reporting have resulted in increased demand for highly qualified and productive public company directors. The time commitment and the many responsibilities and risks of being a director of a public company of our size and profile require that we provide reasonable compensation that is competitive among our peers and commensurate with our Directors’ qualifications, responsibilities and workload. Our non-management Directors are compensated based on their specific Board responsibilities, including service as Board Chair, Lead Director, or chair or member of key Board committees. Our Board is made up of 8 members total, with 6 independent Directors. All of our independent Directors serve on more than one committee. Our Director compensation program is designed to reasonably compensate our non-management Directors for their significant responsibilities, expected time commitment and qualifications.

Peer Review.    In October 2022, the Rewards Solutions practice at Aon plc (“Aon”) was engaged to conduct an independent review of our non-management Director compensation program. For this review, Aon used the peer group described below in the Compensation Discussion and Analysis under “Compensation Review and Benchmarking – Peer Review.”

The following elements were examined as part of this review: annual board retainers in the form of cash and equity, retainers for chair and committee service, prevalence of program features such as non-executive chair and lead director pay, other compensation in the form of perquisites and benefits, and governance policies such as stock ownership guidelines and stock hedging/pledging. The Committee reviewed the peer group data prepared by our compensation consultant that presented annual retainer fees, average committee pay, and annual equity award value at the 25th, 50th, 75th and 90th percentiles and determined that the average total direct compensation of our Directors was aligned with the philosophy of targeting the top quartile of the peer group.

Based on peer group data regarding our overall Director compensation program, it was determined that our program features are consistent with the structure of programs offered by our peers. However, in March 2023, in order to bring the value provided from the Company’s annual equity grant for non-management Directors into competitive alignment with our peer group, the Committee determined to increase the value of the annual RSU grant from $100,000 to $125,000 commencing in 2023. Previously, the value of the annual RSU grant was unchanged at $100,000 from the completion of our 2018 spin-off from Wyndham Worldwide until 2022. No other changes were made to our non-management Director compensation program for 2023.

Annual Retainer Fees.    The table below describes the 2023 annual retainer and committee chair and membership fees for non-management Directors. Our Directors do not receive additional fees for attending Board or committee meetings.

 

Cash-Based

Stock-Based

Total

 

Non-Executive Chair

$ 160,000

$ 160,000

$ 320,000

Lead Director

$ 132,500

$ 132,500

$ 265,000

Director

$ 105,000

$ 105,000

$ 210,000

Audit Committee chair

$   22,500

$   22,500

$   45,000

Audit Committee member

$   12,500

$   12,500

$   25,000

Compensation Committee chair

$   17,500

$   17,500

$   35,000

Compensation Committee member

$   10,000

$   10,000

$   20,000

Corporate Governance Committee chair

$   15,000

$   15,000

$   30,000

Corporate Governance Committee member

$     8,750

$     8,750

$   17,500

Executive Committee member

$   10,000

$   10,000

$   20,000

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The annual Director retainer and committee chair and membership fees are paid on a quarterly basis, 50% in cash and 50% in Wyndham Hotels stock. The requirement for Directors to receive at least 50% of their fees in our equity further aligns their interests with those of our stockholders. The number of shares of stock issued is based on our stock price on the quarterly determination date. Directors may elect to receive the stock-based portion of their fees in the form of common stock or DSUs.

A DSU entitles the Director to receive one share of common stock following the Director’s retirement or termination of service from the Board for any reason and is credited with dividend equivalents during the deferral period in the form of additional DSUs. The Director may not sell or receive value from any DSU prior to termination of service. Directors may also elect to defer any cash-based compensation or vested RSUs in the form of DSUs under our Non-Employee Director Deferred Compensation Plan.

Annual Equity Grant.    In March 2023, each non-management Director of Wyndham Hotels was awarded a grant of time-vesting RSUs with a value of $125,000, which vests in equal annual increments over a four-year period. RSUs are credited with dividend equivalents subject to the same vesting restrictions as the underlying units.

Benefits and Other Compensation.    Consistent with the Company’s commitment to philanthropic giving, we provide up to a three-for-one Company match of a non-management Director’s qualifying charitable contributions. We match each Director’s personal contribution up to a three-for-one basis on a maximum Company contribution of $75,000 per year, with such contributions paid by Wyndham Hotels directly to the charitable organization. This match program supports our core value of caring for our communities.

We maintain a policy to provide our non-management Directors annually with 500,000 Wyndham Rewards Points. These Wyndham Rewards Points have an approximate value of $4,133 and may be redeemed for numerous rewards options including stays at Wyndham properties. This benefit provides our Directors with ongoing, first-hand exposure to our properties and operations, furthering their understanding and evaluation of our business. Directors are permitted to hold up to a maximum of 1,000,000 Wyndham Rewards Points under this policy and for this reason may be granted fewer than 500,000 points in a given year. Directors also receive an additional 30,000 points annually through their membership in the Wyndham Rewards program valued at $248.

Letter Agreement with Mr. Holmes.    In connection with his appointment as Non-Executive Chair of the Board in June 2018, we entered into a letter agreement with Mr. Holmes, which provides him with an annual retainer of $320,000 payable 50% in cash and 50% in our equity as described above, $18,750 per year for his costs incurred in connection with retaining an administrative assistant, $12,500 per year for the cost of his office space, and reimbursement for 50% of the cost of his annual health and wellness physical.

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2023 Director Compensation Table

The following table describes compensation we paid our non-management Directors for 2023.

Name

Fees Paid
in Cash
$(b)

Stock
Awards
$(c)

All Other
Compensation
$(a)(d)

Total
$(a)

Myra J. Biblowit

130,000

254,913

34,756

419,669

James E. Buckman

165,000

290,079

79,381

534,460

Bruce B. Churchill

135,000

259,972

77,998

472,970

Mukul V. Deoras

126,250

251,248

4,381

381,879

Stephen P. Holmes

170,000

294,989

41,131

506,120

Ronald L. Nelson

126,250

251,239

79,381

456,870

Pauline D.E. Richards

136,250

261,150

59,409

456,809

________________

(a)

 

SEC rules require the reporting of charitable matching contributions as compensation to Directors. The below supplemental table is provided to show “All Other Compensation” and “Total” Director compensation excluding charitable matching contributions and donations, which are paid directly to the charitable organization as part of our non-employee Director charitable match program.

2023 Director Compensation Excluding Charitable Contributions:

Name

Fees Paid
in Cash
($)

Stock
Awards
($)

All Other
Compensation,
Excluding
Charitable
Donations(i)
($)

Total,
Excluding
Charitable
Donations(i)
($)

Ms. Biblowit

130,000

254,913

4,381

389,294

Mr. Buckman

165,000

290,079

4,381

459,460

Mr. Churchill

135,000

259,972

2,998

397,970

Mr. Deoras

126,250

251,248

4,381

381,879

Mr. Holmes

170,000

294,989

41,131

506,120

Mr. Nelson

126,250

251,239

4,381

381,870

Ms. Richards

136,250

261,150

9,009

406,409

 

(i)

 

Excludes charitable matching donations which are paid by the Company directly to the selected 501(c)(3) organization under our three-for-one Company match program for our non-employee Directors.

(b)

 

Reflects the cash-based fees paid in 2023.

(c)

 

Represents the aggregate grant date fair value of stock awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Each non-management Director was granted a time-vesting RSU award with a grant date fair value of $124,994 on March 1, 2023 that vests ratably over four years. The remaining amount in each row represents the aggregate grant date fair value of common stock and/or DSU grants constituting the equity portion of each non-management Director’s quarterly retainer fees and includes fractional share values settled in 2023.

Total shares of Wyndham common stock issuable for Wyndham Hotels unvested RSUs as of December 31, 2023 were as follows: Ms. Biblowit, 3,758; Mr. Buckman, 3,758; Mr. Churchill, 3,758; Mr. Deoras, 3,758; Mr. Holmes, 3,758; Mr. Nelson, 3,758; and Ms. Richards, 3,758. Total shares of Wyndham common stock issuable for Wyndham Hotels DSUs at December 31, 2023 were as follows: Ms. Biblowit, 86,237; Mr. Buckman, 81,168; Mr. Churchill, 19,950; Mr. Deoras, 15,202; Mr. Holmes, 13,459; Mr. Nelson, 10,662; and Ms. Richards, 56,369.

(d)

 

The amounts reported in the All Other Compensation column of the 2023 Director Compensation table include the following: The value of Wyndham Rewards Points granted to each Director was as follows: Ms. Biblowit, $4,381; Mr. Buckman, $4,381; Mr. Churchill, $2,998; Mr. Deoras, $4,381; Mr. Holmes, $4,381; Mr. Nelson, $4,381; and Ms. Richards, $4,381. The value of charitable matching contributions made by Wyndham Hotels were as follows: Ms. Biblowit, $30,375; Mr. Buckman, $75,000; Mr. Churchill, $75,000; Mr. Nelson, $75,000; and Ms. Richards, $50,400. For Ms. Richards, this amount also includes $4,628 in life insurance premiums paid by us under a legacy Wyndham Worldwide program.

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For Mr. Holmes, the amount reported in the All Other Compensation column of the 2023 Director Compensation table also includes $31,250 reflecting reimbursement for his office space and administrative support and $5,500 for an annual physical exam under the terms of his letter agreement.

In accordance with SEC rules, the value of dividends paid to our Directors upon vesting of RSUs and credited as dividend equivalents with respect to outstanding DSUs is not reported above because dividends were factored into the grant date fair value of these awards.

Non-Management Director Stock Ownership Guidelines

The Corporate Governance Guidelines require each non-management Director to comply with Wyndham Hotels’ Non-Management Director Stock Ownership Guidelines. These guidelines require each non-management Director to beneficially own an amount of our stock equal to the greater of a multiple of at least five times the cash portion of the annual retainer or two and one-half times the total retainer value without regard to Board committee fees.

Directors have a period of five years after joining the Board to achieve compliance with this ownership requirement. DSUs and RSUs credited to a Director count towards satisfaction of the guidelines. As of December 31, 2023, all of our non-management Directors were in compliance with the stock ownership guidelines.

Ownership of Company Stock

The following table describes the beneficial ownership of Wyndham common stock for the following persons as of February 29, 2024: each executive officer named in the Summary Compensation Table below, each Director, each person who to our knowledge beneficially owns in excess of 5% of the Wyndham common stock and all of our Directors and executive officers as a group. The percentage values are based on 81,024,106 shares of Wyndham common stock outstanding as of February 29, 2024. The principal address for each Director and executive officer of Wyndham Hotels is 22 Sylvan Way, Parsippany, New Jersey 07054.

Name

Number of Shares

% of Class

The Vanguard Group

7,729,121(a)

9.54%

Capital Research Global Investors

7,168,527(b)

8.85%

BlackRock, Inc.

7,084,595(c)

8.74%

Wellington Management Group LLP

5,545,099(d)

6.84%

Michele Allen

71,176(e)(f)

*  

Geoffrey A. Ballotti

1,098,841(e)(f)

1.34%

Myra J. Biblowit

98,188(e)(g)

*  

James E. Buckman

92,957(e)(g)

*  

Paul F. Cash

89,987(e)(f)

*  

Bruce B. Churchill

22,070(e)(g)

*  

Mukul V. Deoras

21,064(e)(g)

*  

Stephen P. Holmes

462,033(e)(g)

*  

Monica Melancon

18,473(e)

*  

Ronald L. Nelson

43,653(e)(g)

*  

Pauline D.E. Richards

72,784(e)(g)

*  

Scott Strickland

81,815(e)(f)

*  

All Directors and executive officers as a group (14 persons)

2,296,771(h)

2.79%

________________

*

 

Amount represents less than 1% of outstanding common stock.

(a)

 

We have been informed by a Schedule 13G/A filed with the SEC dated February 13, 2024 by The Vanguard Group that The Vanguard Group beneficially owns, as of December 29, 2023, 7,729,121 shares of Wyndham common stock with sole voting power over no shares, shared voting power over 28,720 shares, sole dispositive power over 7,611,603 shares and shared dispositive power over 117,518 shares. The principal business address for The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

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(b)

 

We have been informed by a Schedule 13G/A filed with the SEC dated February 9, 2024 by Capital Research Global Investors that Capital Research Global Investors beneficially owns, as of December 29, 2023, 7,168,527 shares of Wyndham common stock with sole voting power over 7,168,527 shares, shared voting power over no shares, sole dispositive power over 7,168,527 shares and shared dispositive power over no shares. The principal business address for Capital Research Global Investors is 333 South Hope Street, 55th Floor, Los Angeles, California 90071.

(c)

 

We have been informed by a Schedule 13G/A filed with the SEC dated January 25, 2024 by BlackRock, Inc. and affiliates named in such report that BlackRock, Inc. beneficially owns, as of December 31, 2023, 7,084,595 shares of Wyndham common stock with sole voting power over 6,851,405 shares, shared voting power over no shares, sole dispositive power over 7,084,595 shares and shared dispositive power over no shares. The principal business address for BlackRock, Inc. is 50 Hudson Yards, New York, New York 10001.

(d)

 

We have been informed by a Schedule 13G filed with the SEC dated February 8, 2024 by Wellington Management Group LLP and affiliates named in such report that Wellington Management Group LLP beneficially owns, as of December 29, 2023, 5,545,099 shares of Wyndham common stock with sole voting power over no shares, shared voting power over 4,729,706 shares, sole dispositive power over no shares and shared dispositive power over 5,545,099 shares. The principal business address for Wellington Management Group LLP is 280 Congress Street, Boston, MA 02210.

(e)

 

Includes shares of Wyndham common stock issuable upon vesting of time-vesting RSUs within 60 days of February 29, 2024, as follows: Ms. Allen, 8,817; Mr. Ballotti, 20,384; Ms. Biblowit, 706; Mr. Buckman, 706; Mr. Cash, 6,754; Mr. Churchill, 706; Mr. Deoras, 706; Mr. Holmes, 706; Ms. Melancon, 5,525; Mr. Nelson, 706; Ms. Richards, 706; and Mr. Strickland, 6,131.

Excludes shares of Wyndham common stock issuable upon vesting of time-vesting RSUs after 60 days from February 29, 2024, as follows: Ms. Allen, 68,150; Mr. Ballotti, 135,806; Ms. Biblowit, 3,833; Mr. Buckman, 3,833; Mr. Cash, 43,132; Mr. Churchill, 3,833; Mr. Deoras, 3,833; Mr. Holmes, 3,833; Ms. Melancon, 30,161; Mr. Nelson, 3,833; Ms. Richards, 3,833; and Mr. Strickland, 41,734. Excludes PSUs granted in 2022, 2023 and 2024 which vest, if at all, after 60 days from February 29, 2024, as follows: Ms. Allen, 19,919; Mr. Ballotti, 146,852; Mr. Cash, 15,536; Ms. Melancon, 11,447; and Mr. Strickland, 13,072.

(f)

 

Includes shares of Wyndham common stock underlying stock options which are currently exercisable or will become exercisable within 60 days of February 29, 2024, as follows: Ms. Allen, 41,683; Mr. Ballotti, 727,733; Mr. Cash, 60,279; and Mr. Strickland, 50,182.

Excludes the following shares of Wyndham common stock underlying stock options which are not currently exercisable and will not become exercisable within 60 days of February 29, 2024: Mr. Ballotti, 20,429.

(g)

 

Includes shares of Wyndham common stock issuable for DSUs: Ms. Biblowit, 87,504; Mr. Buckman, 82,944; Mr. Churchill, 21,364; Mr. Deoras, 16,567; Mr. Holmes, 14,956; Mr. Nelson, 12,007; and Ms. Richards, 57,507.

(h)

 

Includes or excludes, as the case may be, shares of common stock as indicated in the preceding footnotes. In addition, with respect to our other executive officers who are not named executive officers, this amount includes 31,151 shares of Wyndham common stock and 7,976 shares of Wyndham common stock issuable with respect to unvested RSUs, scheduled to vest within 60 days of February 29, 2024, and 84,603 stock options that are currently exercisable or will become exercisable within 60 days of February 29, 2024. This amount excludes 45,532 shares and 16,673 shares of Wyndham common stock issuable with respect to unvested RSUs and PSUs, respectively, after 60 days from February 29, 2024.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our Directors, executive officers, and persons who own more than 10% of the Wyndham common stock to file reports of ownership and changes in ownership of Wyndham common stock with the SEC. Based on the information available to us during 2023, we believe that all applicable Section 16(a) filing requirements were met on a timely basis.

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PROPOSAL NO. 1: ELECTION OF DIRECTORS

At the date of this Proxy Statement, the Board consists of eight members, six of whom are independent Directors under applicable listing standards and our corporate governance documents.

At the Annual Meeting, all eight of the current Directors on the Board are to be nominated for re-election as Directors to serve terms expiring at the 2025 annual meeting, with each Director to serve until such Director’s successor is elected and qualified or until such Director’s earlier resignation, retirement, disqualification, death or removal.

On the recommendation of the Corporate Governance Committee, the Board has nominated Stephen P. Holmes, Geoffrey A. Ballotti, Myra J. Biblowit, James E. Buckman, Bruce B. Churchill, Mukul V. Deoras, Ronald L. Nelson and Pauline D.E. Richards for election, each of whom is presently a Director, to serve until the 2025 annual meeting. Your Board’s eight recommended nominees are listed below with brief biographies.

Each nominee has consented to serve if elected. If any of the Board’s nominees is unable to serve or for good cause will not serve, the persons named as proxies may vote for a substitute nominee recommended by the Board and, unless you indicate otherwise when voting on the proxy card, your shares will be voted in favor of the Board’s remaining nominees. In the alternative, the Board may instead reduce the number of Directors comprising the Board, as permitted by the By-Laws. If any substitute nominees are designated by the Board prior to the Annual Meeting, we will file an amended proxy statement that, as applicable, identifies the substitute nominees of the Board, discloses that such nominees have consented to being named in the revised proxy statement and to serve if elected, and includes certain biographical and other information about such nominees required by the rules of the SEC. At this time, we do not know of any reason why any nominee of the Board would be unable to serve as a Director.

Voting Information

Under our By-Laws, Directors will be elected by the vote of the plurality of the votes cast at the Annual Meeting’s election of Directors if there is a quorum present and (x) our Corporate Secretary has received notice that a stockholder has proposed to nominate one or more persons for election to the Board, which notice purports to be in compliance with the advance notice requirements for stockholder nominations set forth in our By-Laws (irrespective of whether the Board at any time determines that any such notice is not in compliance with such requirements) and (y) such nominations have not been formally and irrevocably withdrawn by the stockholder on or prior to the date that is ten (10) days in advance of the date that we give notice of the Annual Meeting to the stockholders. Otherwise, Directors are elected by a majority of the votes cast at any “uncontested” meeting of stockholders. For this year’s election, Directors will be elected using a plurality voting standard pursuant to our By-Laws because a notice of nominations was submitted by a Wyndham stockholder and was not withdrawn until a date that is fewer than 10 days before the Company gave its Notice of Annual Meeting of Stockholders. Under the plurality voting standard, the eight nominees who receive the greatest number of affirmative “FOR” votes will be elected to the Board. Abstentions and broker non-votes will have no effect on the outcome of the election.

Stockholders are entitled to cast one vote per share on all matters. The Board urges you to use your proxy card or voting instruction form, as applicable, to vote “FOR ALL” of your Board’s eight Director nominees and in accordance with your Board’s recommendations on all other proposals. If you are a registered holder and properly mark, sign, date and return your proxy card or complete your proxy via Internet or telephone, your shares will be voted as you direct. If you are a beneficial holder (i.e., hold your shares in “street name”) and properly mark, sign, date and return your voting instruction form or complete your proxy via Internet or telephone, your shares will be voted as you direct your bank or broker.

If you are a registered holder and submit a validly executed proxy card but do not specify how you want to vote your shares with respect to the election of Directors, then your shares will be voted in line with your Board’s recommendation with respect to the proposal, i.e., “FOR ALL” eight nominees proposed by your Board and named in this Proxy Statement.

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If you are a beneficial holder (a “street name” holder) and properly mark, sign and return your voting instruction form or use your voting instruction form or notice to vote via Internet, your shares will be voted as you direct your bank or broker. However, if you sign and return your voting instruction form but do not specify how you want your shares voted with respect to the election of Directors, they will be voted in line with the Board’s recommendation with respect to the proposal, i.e., “FOR ALL” eight nominees proposed by your Board and named in this Proxy Statement, depending on the bank or broker through which you hold your shares. Please carefully review the instructions provided by your bank or broker.

YOUR BOARD UNANIMOUSLY RECOMMENDS VOTING
FOR ALL” EIGHT NOMINEES RECOMMENDED BY YOUR BOARD

Board of Directors Matrix

The following matrix provides information about our Directors, including certain demographic information as well as certain types of knowledge, skills, experience and attributes possessed by one or more of the Directors that your Board believes are relevant to our business and operations. This matrix is a summary. It does not encompass all of the knowledge, skills, experience or attributes of our Director nominees and does not suggest that a Director who is not listed as having any particular knowledge, skill, experience or attribute does not possess that particular knowledge, skill, experience or attribute or is unable to contribute to the decision-making process in that area. Additional detail about our Directors’ knowledge, skills and experience is included in each Director’s bio following the matrix.

Knowledge, Skills, Experience & Attributes

Senior Executive and Operational
Directors who have served as a CEO or other senior executive within a large, complex organization bring valuable practical experience and understanding, including experience addressing the challenges of large-scale operations and analyzing, establishing and overseeing the execution of important operational, strategic and policy initiatives.

Hospitality/Travel
As the world’s largest hotel franchising company with the mission of making hotel travel possible for all, we benefit from having directors with extensive experience in senior leadership roles at companies in the hospitality and travel industries with an understanding of the challenges and opportunities facing us and our peers.

 

   

 

Marketing/Media
Directors with marketing and media experience provide insight about building brand awareness, developing strategies to grow sales and market share, understanding customer preferences and connecting with consumers and other stakeholders in an impactful and timely manner.

 

 

Finance/Accounting
At a large, publicly-traded company, directors who have experience with financial accounting and reporting and regulatory compliance provide valuable insight with respect to oversight of our financial statements, capital structure and internal controls.

 

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Knowledge, Skills, Experience & Attributes

Mergers & Acquisitions
Directors who have prior experience with assessing, negotiating and executing on transactions are valuable to the Company and enable the Board to oversee any tactical and strategic M&A opportunities that the Company may consider.

 

Organizational Culture and Compensation
Directors with experience in developing organizational or community culture, including enacting diversity, equity and inclusion and setting compensation practices that may include DE&I incentives, bring valuable perspectives with respect to managing and developing the Company’s talent and culture.

 

Corporate Responsibility and Sustainability
Directors with experience in corporate responsibility initiatives, including sustainability and building stronger relationships with stakeholders like our franchisee owners, help us fulfill our commitment to operating our business in a socially, ethically and environmentally responsible manner.

   

Franchising
Directors who have experience with franchise business models provide valuable insight into our business and support us on executing our owner-first mindset and global hotel franchising model.

 

   

 

International
Directors who have oversight experience with respect to corporate strategy and development at international organizations provide valuable perspective with respect to our international business operations and related growth strategies. International exposure also provides an understanding of diverse business environments, economic conditions and cultural perspectives that informs our oversight and growth strategies.

Public Company Board
Directors with public company board experience from prior or current service on other public company boards understand the dynamics and operation of a corporate board, the legal and regulatory landscape in which public companies operate, the importance of particular agenda and oversight issues, and how to oversee an ever-changing mix of strategic, operational, and compliance-related matters.

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Our Board

Demographic Background

White

 

 

Black or African American

             

Native Hawaiian or Other Pacific Islander

               

Asian

       

     

American Indian or Alaska Native

               

Hispanic or Latinx

               

Other Race or Ethnicity

               

Gender

Male

 

 

Female

 

         

Other

               

Independent Director

 

 

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Nominees for Election to the Board

Stephen P. Holmes | Age: 67 | Non-Executive Chair

Director since: 2018

Board Committees

     Executive (Chair)

Key Skills

     Franchising

     Hospitality/Travel

     International

     Mergers & Acquisitions

     Senior Executive and Operational Experience

Relevant Expertise

     Visionary leader in the global hospitality and hotel franchising industries with over 30 years of experience and leadership in the field, including guiding Wyndham’s signature Count On Me! service culture and building Wyndham Hotels from the ground up into the largest and most diverse hotel franchisor, commencing with the acquisitions of the Ramada US and Howard Johnson brands in 1990

     Extensive M&A and capital allocation experience. Stephen has overseen and negotiated M&A and restructuring transactions for four decades, including the spin-off of Wyndham Hotels & Resorts from Wyndham Worldwide, the divestiture of Wyndham Worldwide’s European vacation rentals business and the acquisition of La Quinta. He also has a long track record of returning capital to shareholders through billions of dollars of dividends and repurchases

     Significant financial knowledge and brand portfolio management expertise from managing and growing complex hospitality portfolios as well as vehicle rental, timeshare development, timeshare exchange and vacation rental businesses in various senior executive roles

Career Highlights

     Non-Executive Chair of Wyndham Hotels & Resorts (2018 – Present)

     Chairman and Chief Executive Officer of Wyndham Worldwide (2006 – 2018)

     Vice Chairman and director of Cendant Corporation and Chairman and Chief Executive Officer of Cendant’s Travel Content Division (1997 – 2006)

     Vice Chairman of HFS Incorporated (1996 – 1997)

     Executive Vice President, Treasurer and Chief Financial Officer of HFS (1990 – 1996)

     Mr. Holmes began his career as a Certified Public Accountant with Deloitte before focusing on M&A and investments, first at Reliance Group Holdings and then at Blackstone Group

Other Public Company Board Experience

     Travel + Leisure Co. (formerly Wyndham Destinations & Wyndham Worldwide) (Chairman, 2006 – 2018; Non-Executive Chairman, 2018 – Present)

     Cendant Corporation (1997 – 2006)

     PHH Corporation (1997 – 2005)

     Avis Europe PLC (1997 – 2004)

     Avis Group Holdings (2000 – 2001)

     Director of HFS Incorporated (1994 – 1997)

Other

     Bucknell University Trustee (including Vice Chair) (2007 – 2023)

     World Travel and Tourism Council (former member)

     Inducted to US Travel Association Hall of Leaders (2007)

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Geoffrey A. Ballotti | Age: 62 | Director and Chief Executive Officer

Director since: 2018

Board Committees

     Executive

Key Skills

     Franchising

     Hospitality/Travel

     International

     Marketing/Media

     Mergers & Acquisitions

     Senior Executive & Operational Experience

Relevant Expertise

     Deep hospitality and hotel franchising industry knowledge from over 35 years of leadership positions and operational experience in the global hospitality and travel industry

     Extensive leadership and expertise in strategic planning for organic and inorganic growth from his decade as CEO guiding the strategic direction, operations, growth, diversification and performance of the business of Wyndham and Wyndham Hotel Group. Geoff has led Wyndham through transformational M&A transactions like the acquisition of La Quinta, tuck-in acquisitions of AmericInn and Vienna House and the launch of organic brands such as Trademark Collection, Wyndham Alltra, Registry Collection and Echo Suites

     Significant international experience through leadership positions at Wyndham and Starwood as well as Wyndham’s initiatives to drive global growth with a thoughtful understanding for each geographic region and its market dynamics

Career Highlights

     President and Chief Executive Officer of Wyndham Hotels (2018 – Present)

     President and Chief Executive Officer of Wyndham Hotel Group (2014 – 2018)

     Chief Executive Officer of Wyndham Destinations Network (2008 – 2014)

     President of the North America Division of Starwood Hotels and Resorts Worldwide (2003 – 2008)

     Various leadership positions of increasing responsibility at Starwood including Executive Vice President Operations, Senior Vice President of Southern Europe and Managing Director, Ciga Spa, Italy

Other Public Company Board Experience

     The Steak N Shake Company (2007 – 2008)

Other

     Recipient of National Association of Black Hotel Owners, Operators & Developers (NABHOOD) Diversity Award (2023)

     Recipient of 2nd Annual Arne Sorenson Award for great strides in the advancement of DE&I (2023)

     US Executive Office of the President (Economic Revival Industry Group in White House) (2020 – 2021)

     American Hotel and Lodging Association (Current Executive Committee Member and Former Chairman)

     US Travel Association National Chairman (2017 – 2019)

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Myra J. Biblowit | Age: 75 | Independent Director

Director since: 2018

Board Committees

     Corporate Governance (Chair)

     Compensation

Key Skills

     Corporate Social Responsibility and Sustainability

     International

     Marketing/Media

     Special Events

     Public Speaking

     Organizational Culture and Compensation

     Senior Executive and Operational Experience

 

Relevant Expertise

     Strong leadership, marketing and capital-raising expertise from her career as a distinguished non-profit executive, Myra has led the Breast Cancer Research Foundation (BCRF) for more than 20 years, building it into the world’s largest private funder of breast cancer research. As President and CEO, she promoted BCRF’s mission globally, including its funding of over 275 scientists across 14 countries, and driving significant research progress while raising over $1.2 billion in funding. Myra has been recognized for leading one of the most financially efficient, transparent, and impactful U.S.-based nonprofits

     Global perspective and significant boardroom experience from over 20 years as a public company director and leader of BCRF’s worldwide operations, which underpin her insights into our business as a global hotel franchising company. Myra’s unique global marketing background has also enabled her to be an open-minded and creative thinker who drives improved decision-making for our Board

     Commitment to sound governance and community impact developed over 30 years at the helm of complex organizations, creating significant social impact for the betterment of society. These experiences inform her perspectives and actions as Chair of the Corporate Governance Committee which oversees ESG and DEI, including Wyndham’s focus on operating with integrity and in a manner that reflects well on our franchisees. She has directly supported our efforts to drive gender and racial diversity in hotel ownership through our signature Women Own the Room and Black Owners and Lodging Developers (BOLD) programs

Career Highlights

     President Emeritus of the Breast Cancer Research Foundation (2023 – Present) and President and CEO (2001 – 2023)

     Vice Dean for External Affairs for NYU School of Medicine and Senior Vice President of Mount Sinai-NYU Health System (1997 – 2001)

     Senior Vice President and Executive Director of the Capital Campaign for the American Museum of Natural History (1991 – 1997)

Other Public Company Board Experience

     Wyndham Worldwide (2006 – 2018)

     Cendant Corporation (2000 – 2006)

Other

     Ellig Group, Strategic Advisor for Board Services and Advisory Board Member (2024 – Present)

     Lauder Family Office, Consultant (2023 – Present)

     New York Women’s Forum, Member (1989 – Present)

     Extraordinary Women on Boards, Member (2022 – Present)

     Historic House Trust of New York City Director (2004 – Present, including as a Founder and former Co-Chair)

     Housewares Charity Foundation, Honorary Board Member (2009 – Present)

     Kendra Scott Yellow for Pink National Council Member (2022 – Present)

     Project Hope for Ovarian Cancer, Advisory Board Member (2022 – Present)

     Institute for Advanced Clinical Trials for Children, Strategic Advisor (2023 – Present)

     Literacy Inc. (LINC), Strategic Advisor (2023 – Present)

     Guiding Eyes for the Blind, Capital Campaign Committee (2024 – Present)

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James E. Buckman | Age: 79 | Lead Independent Director

Director since: 2018

Board Committees

     Lead Director

     Audit

     Compensation

     Executive

Key Skills

     Franchising

     Hospitality/Travel

     International

     Mergers & Acquisitions

     Organizational Culture and Compensation

 

Relevant Expertise

     Invaluable strategic insights, hotel franchising and hospitality expertise and leadership capabilities rooted in his broad experience across senior roles at global companies in both finance and legal departments. Jim has been at the table for nearly every strategic decision since the inception of Wyndham Hotels and its predecessors and possesses a unique, intimate understanding of the business. He plays a critical role in facilitating robust debate in the boardroom as the Lead Independent Director

     Deep understanding of risk management and governance honed from his experiences as the General Counsel at Cendant and York Capital Management. James’s legal acumen, coupled with his executive oversight, has contributed significantly to the Board’s oversight of corporate strategy and risk management in the competitive hospitality landscape as well as Board governance

     Extensive M&A expertise gained through his background in investing at York Capital Management and from advising public companies on dozens of acquisitions during his tenure as a General Counsel at real estate, travel and hospitality-focused companies Cendant and HFS, including the acquisition of the Days Inn and Super 8 brands

Career Highlights

     Vice Chairman of York Capital Management (2007 – 2012) and General Counsel of York Capital (2010 – 2012)

     General Counsel of Cendant Corporation (1997 – 2006) and Vice Chairman (1998 – 2006)

     Executive Vice President, General Counsel and Assistant Secretary of HFS Incorporated (1992 – 1997) and director (1994 – 1997)

Other Public Company Board Experience

     Travel + Leisure Co. (formerly Wyndham Destinations) (2006 – Present; Lead Director, 2010 – Present)

     Cendant Corporation (1998 – 2006)

     PHH Corporation (1997 – 2005)

     Wex Inc. (formerly Wright Express Corp) (2004 – 2005)

     HFS, Inc. (1994 – 1997)

Other

     Sparta Insurance Holdings, Inc. (private Board Director 2007 – 2012)

     New York Philharmonic Director (2006 – 2013)

     Fordham University Trustee (1999 – 2022 with a year off between terms)

     Marymount Manhattan College Trustee (including Chair) (2010 – 2015)

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Bruce B. Churchill | Age: 66 | Independent Director

Director since: 2018

Board Committees

     Compensation (Chair)

     Audit

Key Skills

     Finance/Accounting

     International

     Marketing/Media

     Mergers & Acquisitions

     Organizational Culture and Compensation

     Senior Executive & Operational Experience

 

Relevant Expertise

     Proven leader with international operations and technology experience from holding transformative roles in Latin America and Asia during a successful 30-year career in media, including as President for both DirecTV Latin America and STAR TV, and leading companies to remarkable growth on the global stage through a strong understanding of local consumer preferences

     Deep understanding of corporate finance and accounting from his experience as the Chief Financial Officer of DirecTV and President of STAR TV and his time on the audit committee of Millicom International Cellular

     Valuable public company board experience at Millicom International Cellular, PanAmSat (including through its take-private transaction), and DXC Technology Company, which equips him with unique perspectives on how to harness technological innovation and drive sustainable expansion in furtherance of long-term value creation

Career Highlights

     President of DirecTV Latin America (2004 – 2015)

     Chief Financial Officer of DirecTV (2004 – 2005)

     President and Chief Operating Officer for STAR TV (1996 – 2003)

     Earlier senior roles at Paramount Pictures and Fox Television

Other Public Company Board Experience

     Millicom International Cellular SA (2021 – Present)

     DXC Technology Co. (2014 – 2017)

     PanAmSat Co. (2004 (taken private in 2004))

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Mukul V. Deoras | Age: 60 | Independent Director

Director since: 2018

Board Committees

     Audit

     Corporate Governance

Key Skills

     Corporate Responsibility and Sustainability

     International

     Mergers & Acquisitions

     Marketing/Media

     Senior Executive & Operational Experience

Relevant Expertise

     Expert in global brand growth and portfolio management from serving as the Chief Marketing Officer for Colgate-Palmolive and leading its marketing function at global scale with a significant advertising budget. Mukul has a deep understanding of strategic brand portfolio management and has helped successfully grow and expand Colgate’s consumer product division by stepping up product innovation as well as investment in consistent brand advertising and strengthening go-to-market strategies

     Strong international operational experience with a distinguished track record, including as the current President of Colgate’s Asia Pacific Division and chairman of Colgate India. Mukul also has a history of operating businesses with P&L responsibility in multiple emerging economy countries and has led acquisitions of brands and businesses to expand presence in geographies including Myanmar. He has also demonstrated his ability to build digital strategies that drive digital transformation in multiple geographies, including growing business in key markets for driving growth such as India and China

     Influential leader who as chairman of Colgate India has steered a large organization towards significant growth with an emphasis on innovation and optimism. Repeatedly promoted into increasingly senior roles at Unilever and now Colgate, Mukul is valued for the clarity of his market-level and community-level insights as well as his commitment to integrity

Career Highlights

     President, Asia Pacific Division of Colgate-Palmolive Company (2018 – Present) and Chairman of Colgate-Palmolive (India) Ltd. (2018 – Present)

     Chief Marketing Officer of Colgate-Palmolive Company (2015 – 2018)

     President, Asia Division of Colgate-Palmolive (2012 – 2015)

     Managing Director for Colgate-Palmolive (India) Ltd. (2010 – 2012)

     Various roles of increasing seniority at Colgate Palmolive (2004 – 2010)

     Sales and marketing roles of increasing responsibility at Unilever (1984 – 2004)

Other Public Company Board Experience

     Colgate-Palmolive (India) Ltd. (including chair) (2018 – Present)

Other

     Mukul also serves as a Governor on The American Chamber of Commerce (Hong Kong) Board of Governors and a member of the Advisory Board for The Center for Emerging Markets at Northeastern University’s D’Amore-McKim School of Business

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Ronald L. Nelson | Age: 71| Independent Director

Director since: 2019

Board Committees

     Corporate Governance

     Audit

Key Skills

     Franchising

     Hospitality/Travel

     Marketing/Media

     Mergers & Acquisitions

     Organizational Culture and Compensation

     Senior Executive and Operational Experience

Relevant Expertise

     Extensive leadership and financial oversight experience gained from both his service as the chairman of four different public companies and his impressive career as a senior executive, first in film and media as the CFO of Paramount Communications and principal operating executive and a founding member of Dreamworks and then in the business travel industry as CEO and Chairman of Avis Budget Group

     Proven operator of multi-national brand and franchising companies with decades of experience leading a range of consumer-facing global public companies, including in the global hospitality and hotel franchising industries, where he reduced costs and increased economies of scale while delivering a better experience for customers

     Significant transactional and brand portfolio management experience including leading the acquisition of Avis Europe plc to re-unite ownership of Avis and Budget and operate the two global brands, overseeing the complex Viacom-CBS merger as a Viacom director and overseeing the expansion of Hanesbrands’ brand portfolio with the Champion and Maidenform acquisitions

Career Highlights

     Executive Chairman of the Board of Avis Budget Group (2015 – 2018), Chairman and Chief Executive Officer of Avis Budget Group (2006 – 2015) and Chief Operating Officer of Avis Budget Group (2010 – 2015)

     Chief Financial Officer, President and Board Member of Cendant Corporation (2003 – 2006)

     Co-Chief Operating Officer and founding member of DreamWorks SKG (1994 – 2003)

     Executive Vice President, Chief Financial Officer at Paramount Communications, Inc (1987 – 1994)

Other Public Company Board Experience

     Hanesbrands (2008 – 2023; Lead Director, 2015 – 2019; Chairman, 2019 – 2023)

     Paramount Global (formerly known as ViacomCBS Inc.) (2019 – 2023)

     Viacom, Inc. (2016 – 2019)

     Convergys Corporation (Director, 2008 – 2016; Presiding Lead Independent Director, 2013 – 2016)

     Charter Communications (1999 – 2003)

     Advanced Tissue Sciences, Inc. (1997 – 2002)

     Paramount Communications, Inc. (1992 – 1994)

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Pauline D.E. Richards | Age: 75 | Independent Director

Director since: 2018

Board Committees

     Audit (Chair)

     Corporate Governance

Key Skills

     Corporate Governance and Responsibility

     Finance/Accounting

     International

     Senior Executive and Operational Experience

     Organizational Culture and Compensation

 

Relevant Expertise

     Extensive global financial oversight experience developed through service on the boards and audit committees of major organizations like Apollo because of her trusted judgment, deep financial acumen, focus on ensuring fiscal responsibility, and capital allocation and M&A oversight

     Risk management and accounting expertise crucial to Pauline’s role as Chair of our Audit Committee, she draws upon her well-honed risk management expertise to lead the oversight of our financial statements, accounting policies and internal controls as we face an evolving risk and regulatory landscape

     Dedication to community development reflected in her service on the Social Responsibility Committee at the Christ Presbyterian Church and work as the Director of Development for Saltus Grammar School, a non-profit organization focused on education, and service at other charitable organizations like PRIDE Bermuda and St. George’s Foundation. These roles underscore her dedication to positive community relations

Career Highlights

     Chief Operating Officer of Trebuchet Group Holdings Limited (formerly Armour Group) (2008 – 2023) and director (2008 – Present)

     Director of Development at the Saltus Grammar School (the largest private school in Bermuda) (2003 – 2008)

     Chief Financial Officer of Lombard Odier Darier Hentsch (Bermuda) Limited in Bermuda (2001 – 2003)

     Treasurer of Gulfstream Financial Limited (1999 – 2000)

Other Public Company Board Experience

     Apollo Global Management, Inc. (2022 – Present) and Apollo Asset Management Inc. (formerly Apollo Global Management, Inc.) (2011 – 2022)

     Hamilton Insurance Group Ltd. (2013 – present; Audit Committee Chair, 2020 – Present) (company went public in Nov. 2023)

     Wyndham Worldwide (2006 – 2018)

     Cendant Corporation (2003 – 2006)

Other

     Director of Butterfield Bank Ltd. (2006 – 2013)

     Former Chair of PRIDE Bermuda

     Deputy Chair of St. George’s Foundation, a non-profit supporting the UNESCO World Heritage site of the historic Town of St. George’s in Bermuda (2009 – 2011)

     Recognized by Savoy Magazine 2017 as One of the Most Influential Black Corporate Directors

YOUR BOARD UNANIMOUSLY RECOMMENDS VOTING
FOR ALL” EIGHT NOMINEES RECOMMENDED BY YOUR BOARD

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

Our Compensation Discussion and Analysis provides an overview of our compensation strategy and program, the processes and procedures of our Compensation Committee of the Board (the “Committee”) and the Committee’s considerations and decisions made under those programs for our named executive officers for 2023.

Our Named Executive Officers.    Our named executive officers for 2023 are:

      Geoffrey A. Ballotti, President and Chief Executive Officer

      Michele Allen, Chief Financial Officer and Head of Strategy

      Paul F. Cash, General Counsel, Chief Compliance Officer and Corporate Secretary

      Scott Strickland, Chief Information and Distribution Officer

      Monica Melancon, Chief Human Resource Officer

2023 Financial and Operational Performance.    We continued successfully executing our strategic plan during 2023, and delivered strong financial and operational results. Our performance was driven by 3.5% system size growth, 5% constant currency RevPAR growth and a 10% increase in our development pipeline. We were able to achieve record-breaking levels for a number of key metrics due to the outstanding efforts of our team members across the globe.

Despite the disruption from Choice Hotels’ increasingly hostile pursuit to take over the Company that began with their first unsolicited proposal in April 2023 and was only recently abandoned, as well as the distraction, uncertainty and misperceptions caused by Choice Hotels and its, in our view, slanted and constant communications to our franchisee base, our management team led by our CEO, Geoffrey Ballotti, and our other named executive officers demonstrated remarkable focus and leadership and produced strong financial and operational results during 2023.