🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for Travel & Leisure Co. Think of it as an invitation and a report card for shareholders. It’s sent ahead of the annual meeting to let owners know what’s being voted on, who’s on the board, how the bosses are paid, and other key company details. The big vote this year is to elect nine directors, approve executive pay, and sign off on the company's auditor.

🏢 What The Company Does

👉 In simple terms: Travel + Leisure Co. is a giant in the vacation ownership and leisure travel business. They operate popular brands like Club Wyndham, Worldmark, and Margaritaville Vacation Club. Their model is to sell memberships or "ownerships" that give people access to vacations, creating a stream of recurring revenue. They're focused on "putting the world on vacation."

📅 The 2026 Annual Meeting

• When: Wednesday, May 20, 2026, at 12:30 P.M. Eastern Time.
• Where: Virtual only, at www.virtualshareholdermeeting.com/TNL2026.
• Who Can Vote: You must own shares by the March 23, 2026, record date.
• How to Vote: Use the internet (http://www.proxyvote.com), call 1-800-690-6093, or mail a proxy card. Your vote matters even if you don't attend the meeting.

👥 The Board of Directors: Who's Running the Show

The company is nominating nine directors for election, all of whom currently serve on the board. The Board recommends you vote "FOR ALL" of them. Here’s a quick snapshot:

• Stephen P. Holmes (69), Non-Executive Chairman
• Michael D. Brown (55), President & CEO
• James E. Buckman (81), Lead Director
• Louise F. Brady (61), George Herrera (69), Lucinda C. Martinez (55), Denny Marie Post (69), Ronald L. Rickles (74), Michael H. Wargotz (67) are all independent directors. 👉 Why it matters: The board oversees the company on your behalf. This group brings experience in finance, marketing, hospitality, and law. Notably, 7 out of 9 directors are independent (no material ties to the company), which is a sign of strong governance.

💰 Executive Compensation: How the Bosses Get Paid

The company's pay philosophy is to attract top talent and link pay directly to performance.

• CEO Pay Mix: For CEO Michael Brown, about 70% of his target pay is "at-risk" — tied to hitting company goals. His 2025 pay was:
  • Salary: $1,100,000
  • Annual Incentive (Cash Bonus): Target of $1,650,000 (paid based on hitting EBITDA and strategic goals).
  • Long-Term Incentives (Stock Awards): Target of $7,900,000 (split 50/50 between performance-based shares and time-based shares). 👉 Key Performance Link: The annual bonus is 90% based on hitting financial targets (Adjusted EBITDA). The long-term stock awards vest based on hitting 3-year average Earnings Per Share (EPS) goals, aligning executives with shareholder success over time.

⚖️ Corporate Governance & Oversight

This is about the rules and structures that keep the company honest and efficient.

• Board Committees: The board has four key groups:
  • Audit Committee: Oversees financial reporting and risks (like cybersecurity). Meets 8 times in 2025.
  • Compensation Committee: Designs the executive pay plan. Met 6 times.
  • Corporate Governance Committee: Recommends director nominees and oversees governance. Met 4 times.
  • Executive Committee: Handles urgent matters when the full board isn't in session. Met 5 times.
• Risk Oversight: The board doesn't manage daily risks but has a system to oversee them. The Audit Committee gets quarterly updates on cybersecurity from the CTO and CISO.
• Director Engagement: Perfect attendance! All directors attended the 2025 annual meeting and 100% of their board/committee meetings.

📦 Financial Highlights & Shareholder Returns

The 2025 Letter to Shareholders highlights strong performance:

• Capital Returns: Since spinning off Wyndham Hotels in 2018, the company has returned over $2.9 billion to shareholders via dividends and buybacks. This has reduced shares outstanding by 37%.
• 2025 Returns: Returned $449 million in 2025 ($300M in stock buybacks + $149M in dividends).
• Future Commitment: Just approved a $750 million increase to the share repurchase program and a 7% dividend increase to $0.60 per share for Q1 2026. 👉 Why it matters: This shows a clear strategy of using profits to directly reward shareholders, which can boost the stock price and income for investors.

🔮 What's Next & Strategic Direction

The company is confident in its "multi-brand leisure travel platform."

• Brand Growth: In 2025, they launched sales at Eddie Bauer Adventure Club and Sports Illustrated Resorts, and announced five new resorts.
• Digital Investment: Continuing to invest in its "digital road map" to improve the owner experience.
• Outlook: They see durable growth from long-term leisure travel trends, a compelling value proposition for customers, and an expanding brand platform.

⚖️ Big Picture: Strengths & Risks

• 👍 Strengths:
  • Proven Business Model: Converts owner satisfaction into recurring cash flow.
  • Strong Capital Returns: Consistent and growing dividends and buybacks.
  • Diverse Brand Portfolio: Covers different vacation segments.
  • Reputation: Recognized as a top employer and trustworthy company by Forbes, Fortune, Newsweek, and TIME.
• ⚠️ Risks:
  • Economic Sensitivity: Leisure travel is discretionary; a recession could hurt demand.
  • Execution Risk: Success depends on seamlessly integrating new brands and digital initiatives.
  • Competitive Industry: Must continually innovate to stay ahead in the vacation and hospitality market.

🧠 The Analogy

Reading this proxy statement is like reviewing the menu and staff roster for an exclusive vacation club before deciding to renew your membership. You're not just looking at the destinations (the brands); you're checking the head chef's credentials (the CEO & directors), understanding the all-inclusive fee structure (executive compensation), and reviewing the club's rules and financial health (governance and returns) to make sure it's still the best place for your money and time.

🧩 Final Takeaway

This document is fundamentally about accountability and alignment. It details how the company's leaders are chosen, how they are paid specifically to drive long-term value, and how the board is structured to oversee the business on your behalf. The overarching message is a confident management team returning significant cash to shareholders while investing in new growth avenues.