Definitive proxy statements

Pay vs Performance Disclosure

v3.26.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Pay versus Performance Table
Year Summary Compensation
Table Total
for PEO
($)(1)(2)
Compensation Actually Paid
to PEO
($)(1)(3)(4)
Average
Summary
Compensation
Table Total
for Other
NEOs
($)(5)(6)
Average Compensation Actually Paid to Other NEOs ($)(3)(4) Value of Initial Fixed $100 Investment Based On: WH
GAAP Net
Income
($)(9)
WH
EBIT Per
Share, as
adjusted
($)(10)
WH Total Shareholder Return
($)(7)
Peer Group
Total
Shareholder
Return
($)(8)
2025
13,551,700 9,481,518 3,014,305 685,399 138.63 226.60 193 8.84
2024
13,895,064 25,447,280 3,385,115 4,732,351 181.30 199.57 289 8.11
2023
10,659,712 16,068,245 2,703,559 3,503,272 141.97 150.99 289 7.18
2022 9,732,789 1,614,733 2,808,056 1,700,216 123.52 90.79 355 6.65
2021 18,209,539 33,542,395 3,120,108 4,413,427 152.60 119.84 244 5.68
       
Company Selected Measure Name EBIT per share, as adjusted        
Named Executive Officers, Footnote Chief Executive Officer Geoffrey A. Ballotti served as the PEO for all five years above and shall be referred to as “CEO” throughout the remainder of this section.The Other NEOs in the 2025 reporting year are Kurt Albert, Paul F. Cash, Scott Strickland, Monica Melancon and Michele Allen. The Other NEOs in the 2024 reporting year are Michele Allen, Paul F. Cash, Scott Strickland, Monica Melancon and Lisa Checchio. The Other NEOs in the 2023 reporting year are Michele Allen, Paul F. Cash, Scott Strickland and Monica Melancon. The Other NEOs in the 2022 reporting year are Michele Allen, Paul F. Cash, Lisa Checchio, and Scott Strickland. The Other NEOs in the 2021 reporting year are Michele Allen, Paul F. Cash, Lisa Checchio, Scott LePage and Mary R. Falvey.        
Peer Group Issuers, Footnote Consistent with the Stock Performance Graph included in the 2025 Form 10-K, and as permitted by SEC rules the peer group depicted is the S&P 500 Hotels, Resorts & Cruise Lines Index. Total Shareholder Return represents the measurement period value of an investment of $100 and includes the reinvestment of dividends.        
PEO Total Compensation Amount $ 13,551,700 $ 13,895,064 $ 10,659,712 $ 9,732,789 $ 18,209,539
PEO Actually Paid Compensation Amount $ 9,481,518 25,447,280 16,068,245 1,614,733 33,542,395
Adjustment To PEO Compensation, Footnote Calculations of Compensation Actually Paid are reported in compliance with SEC rules which require certain adjustments be made to the Summary Compensation Table reported totals. Compensation Actually Paid does not necessarily represent cash and/or equity value transferred to the CEO or Other NEOs without restriction, but rather is a value calculated under the applicable SEC rules. In general, Compensation Actually Paid is calculated as Summary Compensation Table total compensation adjusted to include the fair value of equity awards as of December 31st of the applicable year or, if earlier, the vesting date (rather than the grant date). Our CEO and Other NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included. The following table details these adjustments:
Year Role(s) Summary
Compensation
Table Total
($)
(Subtract)
Original
Grant Date
Fair value of
Stock Awards
and Option
Awards
Granted in
Year
Add Year-
End Fair
Value of
Awards
Granted in
Year
Add/
(Subtract)
Change in
Fair Value
of Equity
Awards
Granted in
Prior Years
Add/
(Subtract)
Change
in Value
of Vested
Equity
Awards
Add Fair Value at Vesting of Equity Awards Granted and Vested in Same Year
(Subtract)
Value of
Equity
Awards
that Failed
to Meet
Vesting
Conditions
Add
Value of
Dividends or
other Earnings
Paid on Stock
Awards or
Option Awards
not Otherwise
Reflected in
Fair Value
or Total
Compensation
($)
Compensation
Actually Paid
2025
CEO
13,551,700 (11,999,818) 8,536,920 (1,033,208) (103,622) 529,546 9,481,518
Other NEOs
3,014,305 (2,245,979) 949,442 (503,646) (91,046) (509,231) 71,554 685,399
2024 CEO 13,895,064 (9,999,880) 13,166,399 8,764,606 (760,031) 381,122 25,447,280
Other NEOs 3,385,115 (1,769,908) 2,076,556 1,170,664 (104,235) 38,885 (139,640) 74,914 4,732,351
2023 CEO 10,659,712 (6,999,979) 7,281,608 4,163,401 636,429 327,074 16,068,245
Other NEOs 2,703,559 (1,562,426) 1,625,287 567,712 97,780 71,360 3,503,272
2022 CEO 9,732,789 (5,999,974) 6,463,895 (7,900,974) (886,654) 205,651 1,614,733
Other NEOs 2,808,056 (1,706,121) 1,642,813 (1,001,586) (88,987) 46,041 1,700,216
2021 CEO 18,209,539 (14,600,000) 20,613,575 7,932,664 1,199,193 187,424 33,542,395
Other NEOs 3,120,108 (1,532,292) 2,106,488 941,103 176,611 (423,178) 24,587 4,413,427
       
Non-PEO NEO Average Total Compensation Amount $ 3,014,305 3,385,115 2,703,559 2,808,056 3,120,108
Non-PEO NEO Average Compensation Actually Paid Amount $ 685,399 4,732,351 3,503,272 1,700,216 4,413,427
Adjustment to Non-PEO NEO Compensation Footnote Calculations of Compensation Actually Paid are reported in compliance with SEC rules which require certain adjustments be made to the Summary Compensation Table reported totals. Compensation Actually Paid does not necessarily represent cash and/or equity value transferred to the CEO or Other NEOs without restriction, but rather is a value calculated under the applicable SEC rules. In general, Compensation Actually Paid is calculated as Summary Compensation Table total compensation adjusted to include the fair value of equity awards as of December 31st of the applicable year or, if earlier, the vesting date (rather than the grant date). Our CEO and Other NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included. The following table details these adjustments:
Year Role(s) Summary
Compensation
Table Total
($)
(Subtract)
Original
Grant Date
Fair value of
Stock Awards
and Option
Awards
Granted in
Year
Add Year-
End Fair
Value of
Awards
Granted in
Year
Add/
(Subtract)
Change in
Fair Value
of Equity
Awards
Granted in
Prior Years
Add/
(Subtract)
Change
in Value
of Vested
Equity
Awards
Add Fair Value at Vesting of Equity Awards Granted and Vested in Same Year
(Subtract)
Value of
Equity
Awards
that Failed
to Meet
Vesting
Conditions
Add
Value of
Dividends or
other Earnings
Paid on Stock
Awards or
Option Awards
not Otherwise
Reflected in
Fair Value
or Total
Compensation
($)
Compensation
Actually Paid
2025
CEO
13,551,700 (11,999,818) 8,536,920 (1,033,208) (103,622) 529,546 9,481,518
Other NEOs
3,014,305 (2,245,979) 949,442 (503,646) (91,046) (509,231) 71,554 685,399
2024 CEO 13,895,064 (9,999,880) 13,166,399 8,764,606 (760,031) 381,122 25,447,280
Other NEOs 3,385,115 (1,769,908) 2,076,556 1,170,664 (104,235) 38,885 (139,640) 74,914 4,732,351
2023 CEO 10,659,712 (6,999,979) 7,281,608 4,163,401 636,429 327,074 16,068,245
Other NEOs 2,703,559 (1,562,426) 1,625,287 567,712 97,780 71,360 3,503,272
2022 CEO 9,732,789 (5,999,974) 6,463,895 (7,900,974) (886,654) 205,651 1,614,733
Other NEOs 2,808,056 (1,706,121) 1,642,813 (1,001,586) (88,987) 46,041 1,700,216
2021 CEO 18,209,539 (14,600,000) 20,613,575 7,932,664 1,199,193 187,424 33,542,395
Other NEOs 3,120,108 (1,532,292) 2,106,488 941,103 176,611 (423,178) 24,587 4,413,427
       
Equity Valuation Assumption Difference, Footnote For 2025, the values of restricted stock units, performance stock units and stock options used to calculate Compensation Actually Paid reflect the following assumptions. The disclosure of ranges reflects the consolidation of different grant years into each covered fiscal year under the Pay Versus Performance disclosure. As such, each covered year includes awards granted in such year and awards granted in prior years that were either unvested and outstanding or had vested in such year. The fair value of stock options is estimated using a Black-Scholes option pricing model in accordance with the SEC rules. This model uses both historical data and current market data to estimate the fair value of options and requires several assumptions. The Company did not grant stock options during 2025.
2025
Restricted Share Units
Stock Price $73.43 – $108.33
Performance Share Units
Financial Metric Multiplier (1) 100 – 200%
Stock Options
Expected life (in years) 0.50 years
Volatility 24.01%
Expected dividend yield 1.46%
Risk-free rate 4.19%

(1)Because each covered fiscal year in the Pay versus Performance disclosure incorporates grants made in different years, a range of multipliers is shown based on the payout expectations as of the applicable fiscal year end date or vesting date.
       
Compensation Actually Paid vs. Total Shareholder Return
Chart1 JPEG.jpg Chart2 JPEG.jpg
       
Compensation Actually Paid vs. Net Income Chart4 JPEG.jpg        
Compensation Actually Paid vs. Company Selected Measure
Chart5 JPEG.jpg
       
Total Shareholder Return Vs Peer Group Chart3 JPEG.jpg        
Tabular List, Table
Performance Metrics Proxy Statement Reference
EBIT per share, as adjusted Compensation Discussion & Analysis – Long-Term Incentive Compensation (pp. 52-53)
Adjusted EBITDA Compensation Discussion & Analysis – Annual Incentive Compensation (p. 50-51)
Net Room Growth Compensation Discussion & Analysis – Annual Incentive Compensation (p. 50-51)
       
Total Shareholder Return Amount $ 138.63 181.30 141.97 123.52 152.60
Peer Group Total Shareholder Return Amount 226.60 199.57 150.99 90.79 119.84
Net Income (Loss) $ 193,000,000 $ 289,000,000 $ 289,000,000 $ 355,000,000 $ 244,000,000
Company Selected Measure Amount 8.84 8.11 7.18 6.65 5.68
PEO Name Geoffrey A. Ballotti        
Additional 402(v) Disclosure The dollar amounts reported are the amounts of total compensation reported for our CEO for each corresponding year in the “Total” column of the Summary Compensation Table.The dollar amounts reported represent the average of the amounts reported for our company’s named executive officers as a group (excluding Mr. Ballotti) for each corresponding year in the “Total” column of the Summary Compensation Table.
(7)Cumulative Total Shareholder Return represents the measurement period value of an investment of $100 in our stock on December 31, 2020, and then valued again on each of December 31, 2021, December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025.
Values shown are in millions.
       
Measure:: 1          
Pay vs Performance Disclosure          
Name EBIT per share, as adjusted        
Non-GAAP Measure Description Earnings Before Interest and Taxes, or “EBIT per share,” as adjusted, is reflected for each respective fiscal year and was selected as the Company’s most important financial performance measure used to link Compensation Actually Paid to the CEO and Other NEOs, and additional information regarding how this measure is defined is reflected in the Compensation Discussion and Analysis on the pages referenced below. The unranked list of performance metrics is below and the use of each metric is further discussed in the “Compensation Discussion and Analysis” section of this Proxy Statement as shown in the Proxy Statement Reference column.        
Measure:: 2          
Pay vs Performance Disclosure          
Name Adjusted EBITDA        
Measure:: 3          
Pay vs Performance Disclosure          
Name Net Room Growth        
PEO | Original Grant Date Fair Value Of Stock Awards And Option Awards Granted In Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (11,999,818) $ (9,999,880) $ (6,999,979) $ (5,999,974) $ (14,600,000)
PEO | Add Year End Fair Value Of Awards Granted In Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 8,536,920 13,166,399 7,281,608 6,463,895 20,613,575
PEO | Change In Fair Value Of Equity Awards Granted In Prior Years [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,033,208) 8,764,606 4,163,401 (7,900,974) 7,932,664
PEO | Change In Value Of Vested Equity Awards [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (103,622) (760,031) 636,429 (886,654) 1,199,193
PEO | Change In Value Of Equity Awards Granted and Vested in Same Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Value Of Equity Awards That Failed To Meet Vesting Conditions [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Add Value Of Dividends Or Other Earnings Paid On Stock Awards Or Option Awards Not Otherwise Reflected In Fair Value Or Total Compensation [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 529,546 381,122 327,074 205,651 187,424
Non-PEO NEO | Original Grant Date Fair Value Of Stock Awards And Option Awards Granted In Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,245,979) (1,769,908) (1,562,426) (1,706,121) (1,532,292)
Non-PEO NEO | Add Year End Fair Value Of Awards Granted In Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 949,442 2,076,556 1,625,287 1,642,813 2,106,488
Non-PEO NEO | Change In Fair Value Of Equity Awards Granted In Prior Years [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (503,646) 1,170,664 567,712 (1,001,586) 941,103
Non-PEO NEO | Change In Value Of Vested Equity Awards [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (91,046) (104,235) 97,780 (88,987) 176,611
Non-PEO NEO | Change In Value Of Equity Awards Granted and Vested in Same Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 38,885 0 0 0
Non-PEO NEO | Value Of Equity Awards That Failed To Meet Vesting Conditions [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (509,231) (139,640) 0 0 (423,178)
Non-PEO NEO | Add Value Of Dividends Or Other Earnings Paid On Stock Awards Or Option Awards Not Otherwise Reflected In Fair Value Or Total Compensation [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 71,554 $ 74,914 $ 71,360 $ 46,041 $ 24,587