RYMAN HOSPITALITY PROPERTIES REIT (RHP)
Sector: Real Estate
2026 Annual Meeting Analysis
RYMAN HOSPITALITY PROPERTIES REIT · Meeting: May 7, 2026
Directors FOR
9
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of the Ten (10) Nominees for Director Identified in this Proxy Statement
Against Analysis
Mr. Bolton currently serves as Executive Chairman of Mid-America Apartment Communities (a compensated executive role with ongoing strategic duties), plus sits on the board of EastGroup Properties and now RHP — that is three public company board affiliations while still holding an active executive role at Mid-America; under the policy, a sitting executive of a public company who holds two or more outside public board seats triggers a vote against regardless of the company's explanation, because a primary fiduciary obligation runs to the employer's shareholders first.
For Analysis
RHP's 3-year total return of roughly 26% outpaces both the company's disclosed peer group median (+9.3%) and the equity REIT benchmark (^FNER — FTSE NAREIT All Equity REITs Index, +11.3%) by well under the 65-percentage-point threshold required to trigger a vote against; no overboarding, attendance, or independence issues identified.
No overboarding (zero other public boards), attendance meets the 75% threshold, and the TSR performance trigger does not apply given RHP's strong 3-year outperformance versus both the peer group median and the ^FNER — FTSE NAREIT All Equity REITs Index benchmark.
As CEO and director, Mr. Fioravanti is subject to the same TSR check as all other directors; RHP's 3-year total return of ~26% exceeds the peer group median by +16.6 percentage points, well below the 65-percentage-point threshold needed to trigger a vote against, and he holds only one outside board seat (Brookdale Senior Living), which does not constitute overboarding for a non-CEO director role.
Director since 2023 (approximately 3 years), no other public board seats, attendance meets the 75% threshold, and the TSR trigger does not apply given RHP's strong relative performance versus the peer group and the ^FNER — FTSE NAREIT All Equity REITs Index.
Director since 2024, within the 24-month new-director exemption window, holds one other public board seat (Champion Homes), which does not constitute overboarding, and the TSR trigger is fully exempt for directors joining within the past 24 months.
No other public board seats, attendance meets the 75% threshold, and the TSR trigger does not fire given RHP's 3-year outperformance of the peer group (+16.6 percentage points) and the ^FNER — FTSE NAREIT All Equity REITs Index (+14.6 percentage points), both well below the 65-percentage-point threshold.
Mr. Prather holds one other public board seat (GAMCO Investors), well within the four-board limit, attendance meets the 75% threshold, and RHP's strong TSR relative to both the peer group median and the ^FNER — FTSE NAREIT All Equity REITs Index means the performance trigger does not apply despite his 17-year tenure.
As Executive Chairman and a director, Mr. Reed is subject to the same TSR check; RHP's 3-year total return of ~26% outperforms the peer group median by +16.6 percentage points and the ^FNER — FTSE NAREIT All Equity REITs Index by +14.6 percentage points, far short of the 65-percentage-point threshold required to trigger a vote against, and he holds only one outside board seat (First Horizon National Corporation).
No current outside public board seats, attendance meets the 75% threshold, the board skills matrix is disclosed, and the TSR trigger does not apply given RHP's outperformance of the peer group and the ^FNER — FTSE NAREIT All Equity REITs Index over the relevant 3-year period.
Nine of ten director nominees receive a FOR vote; Eric Bolton receives an AGAINST vote solely because he is still an active executive (Executive Chairman) of a public company — Mid-America Apartment Communities — and simultaneously holds board seats at EastGroup Properties and RHP, which constitutes two outside public board seats while serving as a sitting executive, triggering the overboarding rule under the policy. The remaining nine nominees pass all TSR, attendance, independence, and overboarding screens; the TSR trigger is not reached for any director because RHP's 3-year total return of approximately 26% outperforms the company's disclosed peer group median by only +16.6 percentage points and the ^FNER — FTSE NAREIT All Equity REITs Index by only +14.6 percentage points, both well below the 65-percentage-point threshold applicable to companies with a strong positive absolute return.
Say on Pay
✓ FORCEO
Mark Fioravanti
Total Comp
$6,246,483
Prior Support
92%%
CEO total compensation of approximately $6.25 million is reasonable for a hospitality REIT of RHP's size and complexity, with base salary representing only about 15.5% of total pay — well within the 40% fixed-pay ceiling — and roughly 82% of total target compensation delivered in variable or performance-linked form (short-term cash incentive plus equity awards). The pay-for-performance alignment check also supports approval: the performance-based stock awards are tied to 3-year relative total shareholder return versus a disclosed peer group with no minimum payout floor, RHP's 2023-2025 performance-based awards vested at 150% because RHP outperformed peers by approximately 27 percentage points, and the company's 3-year stock return of ~26% meaningfully outpaced both the peer group median (+9.3%) and the ^FNER — FTSE NAREIT All Equity REITs Index (+11.3%). The program also features a robust pay recovery (clawback) policy compliant with NYSE and SEC requirements, a prior-year say-on-pay approval rate of approximately 92%, and well-governed practices including no single-trigger change-of-control cash payments and no tax gross-ups.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
24 yrs
Audit Fees
$2,716,750
Non-Audit Fees
$775,673
Ernst & Young has served as RHP's auditor since 2002, giving it approximately 24 years of tenure — one year short of the 25-year threshold that would trigger a vote against; the non-audit fee ratio is approximately 29% of audit fees (non-audit fees of roughly $775,673 divided by audit fees of $2,716,750), which is comfortably below the 50% threshold; EY is a Big 4 firm appropriate for a company of RHP's size and complexity; and no material financial restatements have been identified.
Overall Assessment
The 2026 RHP annual meeting ballot contains three standard proposals — director elections, say-on-pay, and auditor ratification — all of which receive FOR votes except for director Eric Bolton, who is voted AGAINST solely on overboarding grounds because he continues to hold an active executive role at Mid-America Apartment Communities while simultaneously serving on the boards of EastGroup Properties and RHP. The compensation program and auditor engagement both pass all applicable policy screens without any material flags.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing