TRAVEL LEISURE (TNL)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
TRAVEL LEISURE · Meeting: May 20, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Nine Directors for a Term Expiring at the 2027 Annual Meeting of Shareholders
Holmes has served since 2006 and TNL's 3-year total return of +127.8% outpaces the compensation peer group median by +127.8pp, far exceeding the 65pp threshold required to trigger a negative vote; no overboarding, attendance, or independence concerns are present.
Brady has served since 2016, is independent, serves on the Audit and Compensation Committees with disclosed financial expertise, holds two public board seats (within the permitted limit), and TNL's strong outperformance of its peer group clears the TSR trigger by a wide margin.
Brown is the CEO-director and has served since 2018; TNL's 3-year total return of +127.8% outpaces the peer group median by +127.8pp, which is well above the 65pp strong-positive threshold required to trigger a negative vote, so no TSR concern applies.
Buckman has served since 2006, is the independent Lead Director, holds two public board seats (TNL and Wyndham Hotels, within the permitted limit), and TNL's outstanding 3-year stock performance eliminates any TSR trigger concern.
Herrera has served since 2006, is independent, chairs the Corporate Governance Committee, holds no other public board seats, and TNL's strong shareholder returns over the past three years comfortably clear the peer-group TSR threshold.
Martinez joined the board in 2021 (approximately five years ago), is independent, brings marketing and brand expertise relevant to TNL's consumer business, holds no other public board seats, and TNL's TSR record does not trigger any concern.
Post has served since 2018, is independent, holds one other public board seat (Vital Farms, within the permitted limit), brings consumer industry and CEO experience, and TNL's 3-year outperformance of its peer group clears the TSR trigger by a wide margin.
Rickles has served since 2018, is independent, chairs the Audit Committee, is a designated financial expert with a 30-year audit career, holds no other public board seats, and TNL's strong stock performance eliminates any TSR concern.
Wargotz has served since 2006, is independent, is a designated financial expert on the Audit Committee, holds no other public board seats, and TNL's 3-year total return of +127.8% versus the peer group median of -0.0% vastly exceeds the 65pp trigger threshold, so no TSR concern applies.
All nine nominees pass the policy screens: TNL's 3-year total shareholder return of +127.8% outperforms the compensation peer group median by +127.8pp, which exceeds the 65pp threshold required to trigger a negative vote under the strong-positive TSR tier, so no director faces a TSR-based flag. No director is overboarded, all relevant committee members are independent and financially qualified, and attendance was 100% for all directors in 2025. Vote FOR all nine nominees.
Say on Pay
✓ FORCEO
Michael D. Brown
Total Comp
$16,000,693
Prior Support
93%%
CEO Michael Brown's total reported compensation of $16,000,693 is within a reasonable range for a CEO at a $4.7 billion consumer cyclical company with his level of operational responsibility, and prior Say on Pay support was a strong 93%, well above the 70% threshold that would trigger concern. The pay structure is heavily variable and at-risk — 91% of the CEO's target pay is variable (annual bonus plus long-term incentive awards) and over half is tied to explicit performance conditions including Adjusted Diluted EPS targets for the three-year performance stock awards and Adjusted EBITDA targets for annual bonuses, satisfying the policy requirement for meaningful performance linkage. TNL's 3-year total shareholder return of +127.8% substantially outperforms its compensation peer group median of -0.0%, confirming that above-benchmark incentive compensation, to the extent any is present, is well supported by the shareholder experience over the measurement period.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$7,921,994
Non-Audit Fees
$2,488,273
Non-audit fees (Audit-Related Fees of $598,914 plus Tax Fees of $1,882,869 plus All Other Fees of $6,490 = $2,488,273) represent approximately 31% of core audit fees ($7,921,994), which is well below the 50% threshold that would trigger a concern about auditor independence. Deloitte is a Big 4 firm appropriate for a company of TNL's size and complexity. Auditor tenure is not disclosed in the proxy, so the tenure trigger does not apply per policy, and there are no disclosed material financial restatements.
Overall Assessment
TNL's 2026 annual meeting ballot contains three standard proposals — director elections, Say on Pay, and auditor ratification — and no stockholder proposals were identified in the filing. All proposals receive a FOR vote determination: the director slate is clean across TSR, independence, attendance, and overboarding screens; executive compensation is heavily performance-linked with strong prior shareholder support and outstanding 3-year TSR; and Deloitte's non-audit fee ratio of approximately 31% is well within the independence threshold.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing