Hilton Grand Vacations Inc. appointed new CEO

Item 5.02. 
 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On March 28, 2024, the Board of Directors (the "Board") of Hilton Grand Vacations Inc. (the "Company") approved the promotion and appointment of Daniel J. Mathewes, the Company's current Senior Executive Vice President and Chief Financial Officer, as the Company's President and Chief Financial Officer effective as of April 1, 2024. Mark D. Wang, the Company's current President and Chief Executive Officer, will remain as Chief Executive Officer. The Company issued a press release on March 28, 2024 in connection with the foregoing, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K.


In connection with the foregoing, the Compensation Committee of the Board (the "Compensation Committee") approved an increase to Mr. Mathewes' base salary from $650,000 to $725,000 effective April 1, 2024. In addition, commiserate with the promotion, the Compensation Committee approved an increase in Mr. Mathewes' 2024 short-term annual cash-based bonus and long-term equity-based award opportunities within the permissible ranges for target values previously approved by the Compensation Committee as part of the Hilton Grand Vacations Inc. Incentive Program, as disclosed and filed as Exhibit 10.19 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023. Accordingly, the Compensation Committee granted to Mr. Mathewes an additional long-term incentive grant with a grant date fair value of $550,000, effective as of April 1, 2024, to account for the difference between his new and previous long-term incentive grant target. Such additional long-erm incentive award is comprised of stock options (25%), restricted stock units (50%) and performance stock units (25%), consistent with Mr. Mathewes' prior grant, with the number of shares underlying each award determined based on the fair market value of the Company's common stock on the grant date. The stock options and restricted stock units will vest in approximately equal annual installments over three years, and the performance stock units will be eligible to vest based on achievement of pre-established performance goals over a three-year performance period commencing January 1, 2024 and concluding December 31, 2026. Such grants will be made under, and pursuant to the terms and conditions of, the Hilton Grand Vacations Inc. 2023 Omnibus Incentive Plan and the award agreements approved by the Compensation Committee.