Form DEF 14A Park Hotels & Resorts For: Apr 30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.      )

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Park Hotels & Resorts Inc.

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2021

Notice of Annual Meeting of Stockholders

& Proxy Statement

Dear Fellow Stockholder:

It is our pleasure to cordially invite you to attend the annual meeting of stockholders of Park Hotels & Resorts Inc. to be held on Friday, April 30, 2021 at 11:30 a.m., Eastern Time, at 1775 Tysons Blvd, Tysons, Virginia 22102.

2020 was an unprecedented year for all of us. The thoughts of everyone at Park go out to those who have been impacted by COVID-19 and everyone managing through this tough time.

It has now been one year since we all began to feel the widespread effects of the COVID-19 pandemic. The U.S. lodging industry, including Park, was acutely impacted by the measures taken to curb the virus’s spread, including the enactment of “shelter-in-place” orders by multiple states and local jurisdictions. As a result, group, business and leisure travel ground to a halt in late March and early April. While leisure travel gradually regained some footing as the year progressed, both group and business travel largely remained on hold throughout the balance of the year. This uncertainty and disruption resulted in a year of unique challenges and achievements – one unlike any other for our industry.

Operational Impact of the COVID-19 Pandemic on Park’s Portfolio

Given both the location and positioning of our hotels and resorts, Park’s portfolio of large, urban, upper-upscale and luxury hotels was severely impacted by the COVID-19 pandemic. Our experienced team worked quickly and in partnership with our operating partners to temporarily halt operations at 38 of our 60 hotels, prioritizing the health and safety of hotel employees and guests. We closely monitored demand patterns, financial breakeven metrics and public health ordinances to determine when to responsibly reopen hotels. By the end of the year, 50 of our 60 hotels and resorts were operational, with our largest asset, the 2,860-room Hilton Hawaiian Village Waikiki Beach Resort, partially reopening for the last two weeks of December.

As it became clear that the pandemic would not be short-lived, we had to make challenging but necessary decisions to reduce our operational expenses. We eliminated $70 million in operating expenses across our portfolio following a reorganization of property-level managerial responsibilities. We expect a majority of these changes to become permanent as we look to find continuing operational efficiencies and opportunities that may result from changing guest preferences and priorities, leading to potential long-term savings.

Proactive Financial Measures to Ensure Liquidity

In addition to the disciplined operational measures we deployed across our portfolio, we worked tirelessly throughout the year to preserve our liquidity position. We were one of the first companies in our industry to take drastic measures to ensure our financial health through financial covenant extensions and waivers, working closely with our lending partners who have shown great faith in our Company. We fully drew down our $1 billion revolving credit facility (the “Revolver”) in March to increase our liquidity to address short-term needs. In addition to the hotel suspensions and operating expense reductions, we worked to further reduce our rate of cash burn by cutting projected 2020 capital expenditures by 75%, or $150 million. We also successfully launched two separate offerings of senior secured notes during the year, raising $1.375 billion and demonstrating our ability to access alternative sources of capital.

By the end of year, we had $1.4 billion of total liquidity, including $474 million available on the Revolver, and net debt of $4.4 billion, with less than $100 million, or less than 2%, of total outstanding debt maturing through 2022. With the worst of the pandemic hopefully behind us, we believe we have ample liquidity to navigate the challenges that lie ahead as we work to get back to break-even profitability in the coming months.

We Are All in This Together

While 2020 brought upheaval to so many facets of society, it also highlighted how interconnected we all are. As widespread protests swept across the country this summer, we were forced to take a hard look at our country’s racial inequalities. There have been far too many recent examples of discriminatory actions against African Americans and this past year has taught us that it is not enough to shake our heads behind closed doors. We must talk about these disparities and take action in order to effect change. As an African American CEO, diversity has always been a key tenet of my managerial philosophy. In response to this past summer’s movement for racial reckoning, I established Park’s Diversity and Inclusion Steering Committee in June 2020, with a focus on being a positive catalyst for change in enhancing diversity, inclusion and equality. I am also proud to be a signatory of the CEO Action for Diversity & Inclusion pledge since 2019 – a pledge that demonstrates my commitment to advance diversity and inclusion in the workplace. It is my sincere hope that by bringing the issue of racial inequality into the spotlight, companies such as Park can help be a means to effect positive change – giving the next generation of leaders hope and a foundation to inspire their path as they move forward.

In a similar vein, as we collectively face the consequences of climate change, we are again reminded of our responsibilities as a global citizen. Despite the unprecedented hardship to our business, our environmental, social and governance programs continued to advance in 2020 as we continued to prioritize environmental, human capital and risk management in our business practices. We responded to the Global Real Estate Sustainability Benchmark real estate assessment for the first time, signaling our commitment to increased stakeholder transparency as well as the importance of peer benchmarking. We also issued our third annual corporate responsibility report for 2020, which included an expanded Global Reporting Initiative index as well as the addition of a Sustainable Accounting Standards Board framework.

Path to Recovery

As countries around the world continue the ambitious race to vaccinate the global population against the COVID-19 virus, I feel optimistic about our industry’s future and Park’s relative position. I believe our industry is poised to recover at a much faster pace than in prior cycles, given the pent-up demand from a travel-hungry consumer. Moreover, I believe Park has the right platform, tools and expertise to generate long-term stockholder value. Our dedicated team has worked tirelessly throughout the pandemic to position the Company for success, and I remain encouraged and excited about our future. I am confident we will emerge from this crisis stronger and more resilient.

The Annual Meeting of Stockholders

At the annual meeting, you will be asked to (i) elect ten members to serve on our Board of Directors; (ii) approve the amendment and restatement of our 2017 Stock Plan for Non-Employee Directors; (iii) approve, on an advisory (non-binding) basis, the compensation of our named executive officers; (iv) ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021; and (v) conduct such other business as may properly come before the annual meeting or any adjournment or postponement of the annual meeting. The 2021 Notice of Annual Meeting of Stockholders and Proxy Statement accompanying this letter provide further information regarding these proposals.

Your vote is important. The Board of Directors appreciates your continued support and, regardless of whether you plan to participate in the annual meeting, we hope that you will vote as soon as possible.

						Park Hotels & Resorts Inc. 1775 Tysons Blvd 7th Floor Tysons, VA 22102 +1 571 302 5757 Main

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

You are hereby invited to attend the 2021 annual meeting of stockholders of Park Hotels & Resorts Inc.

BY ORDER OF THE BOARD OF DIRECTORS

Nancy M. Vu

Senior Vice President, General Counsel and Secretary

March 18, 2021

VOTING CAN BE COMPLETED IN ONE OF FOUR WAYS:

		VIA THE INTERNET Go to the website address shown on your Proxy Card or Voting Instruction Form				BY MAIL If you received printed proxy materials, mark, sign, date and return the enclosed Proxy Card or Voting Instruction Form in the postage-paid envelope
		BY TELEPHONE Use the toll-free number shown on your Proxy Card or Voting Instruction Form and follow the recorded instructions				IN PERSON Vote at the annual meeting in Tysons, Virginia (see further instructions in this Proxy Statement)

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 30, 2021. This Proxy Statement and our 2020 Annual Report are available free of charge at www.proxyvote.com.

TABLE OF CONTENTS

This Proxy Statement contains forward-looking statements regarding Park’s current expectations within the meaning of the applicable securities laws and regulations. These statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from expectations. These risks and uncertainties include, but are not limited to, the risks detailed in the Company’s filings with the Securities and Exchange Commission, including the Risk Factors section of Park’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

PROXY STATEMENT SUMMARY

To assist you in reviewing the proposals to be acted upon at the 2021 annual meeting, this summary calls your attention to the following information about the 2021 annual meeting, the Company’s 2020 performance and activities, our board members and key corporate governance and compensation policies and practices. The following description is only a summary. Our proxy materials are first being distributed or made available, as the case may be, on or about March 18, 2021. For more complete information about these topics, please review the Company’s 2020 Annual Report, this Proxy Statement and the Company’s 2020 Annual Corporate Responsibility Report.

GENERAL

The Board of Directors (the “Board”) of Park Hotels & Resorts Inc. (“Park,” the “Company,” “we,” “us” and “our”) is soliciting proxies to be voted at its 2021 annual meeting of stockholders. The Proxy Statement provides the information stockholders need to know to vote by proxy or in person at the annual meeting. Stockholders do not need to attend the annual meeting in person in order to vote. If, at the close of trading on the New York Stock Exchange (“NYSE”) on March 5, 2021, you were a stockholder of record or held shares through a broker, bank or other nominee, you may vote your shares by proxy via the Internet, by telephone or by mail. For shares held through a broker, bank or other nominee, you may vote by submitting voting instructions to your broker, bank or other nominee. Please refer to information from your broker, bank or other nominee on how to submit voting instructions.

VOTING MATTERS

Stockholders are being asked to vote on the following matters at the 2021 annual meeting of stockholders:

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2020 OVERVIEW

2020 was a unique year full of challenges for Park, our associates and the communities in which we operate. We started the year strong by continuing to execute on our capital recycling efforts with the disposition of two hotels, including the sale of the Hilton São Paulo Morumbi marking our official exit from international markets, for combined gross proceeds of $208 million. However, many initiatives planned for 2020 abruptly took a back-seat as we watched with the rest of the world the unfolding of the global COVID-19 pandemic followed by a long-overdue reckoning with racial injustice and inequity – both events altering our landscape and shifting our priorities. In a year that presented unprecedented uncertainty, the Company maintained its disciplined approach navigating the human and business impact of the pandemic while maintaining focus on preserving long-term stockholder value and executing on our guiding principles.

COVID-19 Response

With the onset of mandatory quarantines, “shelter-in-place” orders, border closures and travel and large gatherings restrictions, the impact of COVID-19 on the U.S. lodging industry was swiftly felt and severe. In response to the pandemic, Park quickly took decisive action and implemented comprehensive protocols to protect the health and safety of our associates and hotel guests. In addition to implementing health and safety measures, such as enhanced hygiene, cleaning and sanitization protocols, we made the decision in March 2020 to have nearly all of our corporate associates work from home, quickly transforming the way we do business in order to keep our associates, their families and our communities safe. The time and commitment that we had dedicated to developing our internal systems since Park emerged as an independent, publicly traded company following its spin-off (referred to in this Proxy Statement as the “Spin-off”) four years ago from Hilton Worldwide Holdings Inc. (“Hilton”) enabled us to quickly pivot to a remote work environment while ensuring our associates remained engaged and highly productive.

Furthermore, recognizing a significant decrease in demand in the spring of 2020, we made challenging but necessary decisions to suspended operations at a significant portion of our portfolio and implemented a cash preservation strategy. We deferred approximately $150 million of the $200 million in capital expenditures previously budgeted for 2020, reducing our expected 2020 capital spending to approximately $50 million as we

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continued to prioritize hotel re-openings and cost mitigation efforts. We shifted our focus to long-term preventative maintenance measures to protect our real estate interests so that we could responsibly reopen hotels quickly and with minimal physical impact once demand levels returned. Additionally, we targeted less conventional sources of demand for our hotels, including contracting to provide temporary housing for university students in New Orleans, accommodating sporting - related demand in Orlando and contracting to house both medical-related demand and airline crews in various markets. Throughout the year, our associates worked tirelessly to evaluate demand patterns, financial breakeven metrics and health and safety information to determine when to responsibly re-open our hotels. By the end of the fourth quarter, Park was able to successfully re-open the majority of our total rooms, including the partial re-opening of our 2,860-room Hilton Hawaiian Village Waikiki Beach Resort during the last two weeks of December.

Company Performance

The COVID-19 pandemic took a substantial toll on our business, with the suspension of roughly 85% of our portfolio rooms at its trough. We concluded 2020 with a net loss of $(1,444) million and a pro-forma revenue per available room (“Pro-forma RevPAR”) decline of 73.2% relative to our 2019 results. Furthermore, group-related business, which in the past has been a significant source of revenue for Park, was the most impacted demand segment in 2020. Park finished fiscal year 2020 with approximately $136 million in revenue attributable to group-related business – a 77% decline to such metric from 2019. Finally, as a precautionary measure in light of COVID-19, we suspended our quarterly dividend payment following the payment of our first quarter 2020 dividend.

Despite the significant challenges posed by the pandemic, fiscal year 2020 included many achievements and successes for the Company. Our experienced leadership team took early action to preserve our liquidity, extend debt maturities and reduce our rate of cash burn. In May, we proactively extended the maturity on our $1 billion revolving credit facility (the “Revolver”) through December 2021 and negotiated the temporary suspension of testing of financial covenants on our Revolver and term loan facilities. We continued to focus on the long-term financial stability of the Company and in September negotiated a 2-year extension on a majority of the Revolver until December 2023, increased commitments under the Revolver by $75 million to $1.075 billion and negotiated an extension to the waiver period for the testing of the financial covenants under the Revolver and our unsecured delayed draw term loan facility to the date the financial statements are delivered for the quarter ending March 31, 2022. Additionally, in the midst of the pandemic, Park was able to successfully launch and complete two separate offerings of senior secured notes – issuing an aggregate of 5-year $650 million 7.500% senior unsecured notes in May 2020 and an aggregate of 8-year $725 million 5.875% senior secured notes in September 2020.

2020 BY THE NUMBERS

For more information on our 2020 results and other related financial measures, see our 2020 Annual Report.

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BOARD OF DIRECTORS HIGHLIGHTS

Director Nominees and Committees

						Committee Memberships
Name		Independent		Director Since		AC				CC				NCGC				Other Public Company Boards
Thomas J. Baltimore, Jr.		--		2016														2
Gordon M. Bethune (Lead Independent Director)		✓		2017														--
Patricia M. Bedient		✓		2017														2
Thomas D. Eckert		✓		2019														1
Geoffrey M. Garrett		✓		2017														--
Christie B. Kelly		✓		2016														1
Sen. Joseph I. Lieberman		✓		2017														1
Thomas A. Natelli		✓		2019														--
Timothy J. Naughton		✓		2017														1
Stephen I. Sadove		✓		2017														3

AC		Audit Committee		CC		Compensation Committee
NCGC		Nominating and Corporate Governance Committee				Chair of the Committee

Snapshot of 2020 Director Nominees

Our director nominees each exhibit an effective mix of skills, experience, diversity and judgement.

*Information in charts above calculated as of March 18, 2021.

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CORPORATE GOVERNANCE

The Company is committed to good corporate governance, which helps us compete more effectively and build long-term stockholder value. The Nominating and Corporate Governance Committee and the Board have taken affirmative steps to modify and enhance our corporate governance structure with the intention of promoting the long-term interests of our stockholders. Since the Spin-off, the following corporate governance enhancements have been enacted:

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STOCKHOLDER ENGAGEMENT

During 2020, management engaged in discussions with stockholders who held approximately 35% of our total outstanding shares of common stock. During these discussions, stockholders were given the opportunity to share feedback on the Company’s operations, its financial performance, governance practices and policies and compensation framework and programs.

EXECUTIVE COMPENSATION HIGHLIGHTS

We are committed to maintaining the following policies and practices which we believe demonstrate our commitment to executive compensation best practices.

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COMMITMENT TO CORPORATE RESPONSIBILITY

We continued to prioritize the advancement of our environmental, social and governance (“ESG”) programs in 2020. We believe a commitment to focus on and grow our ESG programs is key to supporting our Company’s guiding principles. Additionally, such programs align our priorities with the global economy, help us forge a sustainable path toward recovery from the global pandemic and prepares our Company for the future. Our corporate responsibility strategy emphasizes the need to act responsibly in three areas: our responsibility to mitigate risk, such as through the development of resiliency strategies to combat climate change; responsibility in environmental management, such as through energy, water and waste reduction strategies; and responsibility in social commitment, such as through the advancement of diversity and inclusion across our Company. These three focus areas are aligned with select goals from the universally recognized United Nations Sustainable Development Goals.

For more information on Park’s Corporate Responsibility initiatives, see our 2020 Annual Corporate Responsibility Report, which is available under the “Responsibility” tab at https://www.pkhotelsandresorts.com.

2020 Company Highlights

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Spotlight on Park’s Human Capital Strategies   Through ongoing associate development programs, comprehensive and competitive compensation and benefits, and a focus on our associates’ health and well-being, we strive to help our associates in all aspects of their lives. We enhanced and expanded our health and wellness programs throughout 2020 to provide increased support for our remote corporate associates, adding mindfulness and emotional intelligence training, meditation sessions, educational sessions on maintaining work-life balance and virtual exercise classes. In addition, in 2021, each corporate associate has been provided an annual membership to One Medical, a boutique primary care practice.   Throughout the year, we routinely engage with our associates as stakeholders. For our corporate associates, we provide feedback on at least a quarterly basis, allowing for more frequent performance check-ins to promote goal alignment and transparency. We encourage our associates to participate in our annual Associate Satisfaction and Engagement Survey, and we report back to our associates on our progress on items raised in the survey. As part of our work-from-home journey in 2020, we implemented small-group check-in calls on a six-week rolling basis with our CEO and Executive Vice President, Human Resources in order to maintain an open dialogue with our associates.   We continue to prioritize the advancement of diversity and inclusion at Park. We pride ourselves on creating a respectful, professional and inclusive workplace for everyone, and we value the unique perspectives that a workforce with diverse cultures, ages, genders and ethnicities brings to our Company. All Park associates are required to participate in annual diversity and inclusion training, as well as unconscious bias training.
Race:
Gender:

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INTRODUCTION

The Board currently consists of ten directors, each nominated for election at the 2021 annual meeting of stockholders to serve until the Company’s 2022 annual meeting of stockholders and until their successors have been duly elected and qualified. Each nominee for director was recommended by our Nominating and Corporate Governance Committee, which considered a number of factors, including the criteria for Board membership approved by our Board, and then was nominated by our Board.

Each of our nominees are currently directors on the Board. Seven of our directors joined the Board in December 2016 or January 2017 in connection with the Company’s Spin-off. One of our directors, Mr. Geoffrey M. Garrett, was originally elected as an independent director in June 2017 pursuant to a stockholder agreement with a former stockholder and remained on the Board when that agreement terminated in 2018. Our remaining two directors, Messrs. Thomas D. Eckert and Thomas A. Natelli, were originally appointed as directors in September 2019 immediately following the completion of the strategic acquisition of Chesapeake Lodging Trust (“Chesapeake”) and re-elected by stockholders at the 2020 annual meeting. A full description of the Merger Agreement is included in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) by the Company on May 6, 2019. Each of our current directors was elected by our stockholders at our last annual meeting.

Each of our nominees has agreed to be named in this Proxy Statement and to serve if elected. The Board anticipates that the nominees will serve, if elected, as directors. However, if any person nominated by the Board ceases to be a candidate for election by the time of the 2021 annual meeting of stockholders, the proxies will be voted for the election of such other person as the Board may recommend.

VOTE REQUIRED

Under our by-laws, in an uncontested election, directors must be elected by a majority of all the votes cast. This means that the number of votes cast “FOR” a director nominee must exceed the number of votes cast “AGAINST” that nominee. There is no cumulative voting. Abstentions and broker non-votes (if any) are not counted as votes cast.

In addition, under our by-laws and Corporate Governance Guidelines, if a director nominee who is already serving as a director does not receive a majority of the votes cast, the director must tender his or her resignation to our Board and our Nominating and Corporate Governance Committee, or such other committee designated by the Board, that may consider any relevant factors and make a recommendation to the Board on whether to accept or reject the recommendation or take other action. The Board is required to take action with respect to this recommendation within 90 days following certification of the election results.

BOARD RECOMMENDATION

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED BELOW.

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DIRECTOR NOMINEES

Below is biographical information about the director nominees and their specific qualifications, experience, skills and attributes which led the Board and the Nominating and Corporate Governance Committee to conclude that they should be nominated to serve as directors of Park.

Mr. Baltimore joined the Company in May 2016 and has served as our President and Chief Executive Officer and as a director and the Chairman of the Board since December 2016. Prior to joining the Company, Mr. Baltimore served most recently as the President and Chief Executive Officer of RLJ Lodging Trust (NYSE: RLJ) (“RLJ”), a lodging real estate investment trust (“REIT”), and as a member of its board of trustees from RLJ’s formation on January 31, 2011 until May 11, 2016. Prior to that, Mr. Baltimore co-founded RLJ Development and served as its president from 2000 to 2011. During this time period, RLJ Development and affiliates raised and invested more than $2.2 billion in equity. Previously, Mr. Baltimore served as vice president of gaming acquisitions of Hilton Hotels Corporation from 1997 until 1998 and later as vice president of development and finance from 1999 until 2000. He also served in various management positions with Marriott Corporation and Host Marriott Services Corporation, including vice president of business development. Mr. Baltimore currently serves on the board of directors of Prudential Financial, Inc. (NYSE: PRU) and the board of directors of American Express Company (NYSE: AXP). Previously, Mr. Baltimore served on the board of directors of AutoNation, Inc. (NYSE: AN) until January 2021, the board of directors of Duke Realty Corporation (NYSE: DRE) until April 2017, the board of trustees of RLJ until May 2016 and the board of directors of Integra Life Sciences Company (NASDAQ: IART) until August 2012. Mr. Baltimore is also a member of the National Association of Real Estate Investment Trusts (“Nareit”) executive board. Mr. Baltimore received his Bachelor of Science degree from the McIntire School of Commerce, University of Virginia and his Master of Business Administration degree from the Colgate Darden School of Business, University of Virginia.     

Mr. Bethune has served as the Lead Independent Director since joining the Board in January 2017. Mr. Bethune worked for Continental Airlines, Inc. (now part of United Continental Holdings, Inc. (NYSE: UAL)) from February 1994 until December 2004, serving as Chairman from September 1996 until his retirement in December 2004, as Chief Executive Officer from November 1994 until December 2004 and as President and Chief Operating Officer from February 1994 until November 1994. Prior to his tenure at Continental, Mr. Bethune held senior management positions with The Boeing Company (NYSE: BA), Piedmont Airlines, Inc., Western Airlines, Inc. and Braniff Airlines. Mr. Bethune served on the board of directors of Sprint Corporation (NYSE: S) from 2004 until April 2020, Prudential Financial, Inc. (NYSE: PRU) from 2005 until 2016, Honeywell International Inc. (NYSE: HON) from 1999 until 2016, Willis Towers Watson PLC (NASDAQ: WLTW) from 2004 until 2008, Continental from 1994 until 2004 and Sysco Corporation (NYSE: SYY) from 1999 until 2000. Mr. Bethune received his Bachelor of Science degree from Abilene Christian University in Dallas, Texas.

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Ms. Bedient has served as a director on the Board since January 2017. Ms. Bedient most recently served as Executive Vice President for Weyerhaeuser Company (NYSE: WY), one of the world’s largest integrated forest products companies, from 2007 until her retirement in July 2016. Ms. Bedient also served Weyerhaeuser as Chief Financial Officer from 2007 until February 2016. Prior to that, Ms. Bedient served as Senior Vice President, Finance and Strategic Planning of Weyerhaeuser from 2006 until 2007 and as Vice President, Strategic Planning from 2003, when Ms. Bedient joined Weyerhaeuser, until 2006. A certified public accountant (“CPA”) since 1978, Ms. Bedient served as managing partner of the Seattle office of Arthur Andersen LLP prior to joining Weyerhaeuser. Ms. Bedient also worked at Arthur Andersen’s Portland and Boise offices as a partner and as a CPA during her 27-year career with that firm. Ms. Bedient currently serves on the board of directors of Alaska Air Group, Inc. (NYSE: ALK), where she serves as the Lead Independent Director and Chair of the Governance and Nominating Committee, and Suncor Energy Inc. (NYSE: SU), where she serves as the Chair of the Audit Committee. Ms. Bedient received her Bachelor of Science degree in Business Administration with concentrations in Finance and Accounting from Oregon State University. She is a member of the American Institute of CPAs.

Mr. Eckert has served as a director on the Board since September 2019. Mr. Eckert previously served at Capital Automotive Real Estate Services, Inc., a privately owned real estate company that owns and manages net-leased real estate for automotive retailers, as President and Chief Executive Officer from 2005 until 2011 and as Chairman of the board of directors from 2011 until 2014. Prior to that, Mr. Eckert served as President, Chief Executive Officer and a trustee of Capital Automotive REIT (Nasdaq: CARS) from its founding in 1997 until it was taken private in 2005. Prior to his tenure at Capital Automotive, Mr. Eckert served at Pulte Home Corporation, a U.S. homebuilder company, from 1983 until 1997. Prior to working at Pulte, Mr. Eckert spent over seven years with the public accounting firm of Arthur Andersen LLP. Mr. Eckert currently serves on the board of directors of NVR, Inc. (NYSE: NVR), where he serves as Lead Director and the Chairman of the Compensation Committee. In addition, Mr. Eckert formerly served on the board of trustees of Chesapeake Lodging Trust (NYSE: CHSP) from 2010 until Park’s acquisition of Chesapeake in 2019; on the board of directors of Dupont-Fabros Technologies, Inc. (NYSE: DFT) from 2007 until 2017; as the Chairman on the board of directors of The Munder Funds, a $10 billion mutual fund group, from 2006 until 2014; on the board of trustees of The Victory Funds, a $20 billion mutual fund group, from 2014 until 2015; and on the board of trustees of Gramercy Property Trust from 2015 until 2018. Additionally, Mr. Eckert is currently an Emeritus Trustee of The College Foundation at the University of Virginia. Mr. Eckert received a Bachelor degree in Business Administration from the University of Michigan.    

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Mr. Garrett has served as a director of the Board since June 2017. Mr. Garrett currently serves as dean of the University of Southern California’s Marshall School of Business (“Marshall”). Prior to his appointment as dean of Marshall in July 2020, Mr. Garrett served as the dean of the Wharton School of Business at the University of Pennsylvania from 2014 to 2020, the dean of the business school at University of New South Wales in Australia from January 2013 until June 2014 and the dean of the business school at the University of Sydney, Australia from January 2013 until December 2013. From 2008 until 2012, Mr. Garrett served as the Founding Chief Executive Officer and a Professor of Political Science at the United States Studies Centre in Sydney, Australia. Prior to that, Mr. Garrett served as President of the Pacific Council of International Policy in Los Angeles from 2005 until 2009 and the dean of the UCLA International Institute from 2001 until 2005. Mr. Garrett previously served as a professor at Oxford University, Stanford University, Yale University and as a member of the faculty in the Management Department at Wharton. Mr. Garrett received a Bachelor of Arts degree with Honors from the Australian National University and a Master of Arts and Doctor of Philosophy degrees from Duke University where he was a Fulbright Scholar.

Ms. Kelly has served as a director on the Board since December 2016. Ms. Kelly currently serves as the Executive Vice President, Chief Financial Officer and Treasurer of Realty Income Corporation (NYSE: O), a REIT focused on investing in free-standing, single-tenant commercial properties that are subject to triple-net leases. Prior to her appointment as Chief Financial Officer of Realty Income in January 2021, Ms. Kelly served as Executive Vice President and Chief Financial Officer of Jones Lang LaSalle Incorporated (NYSE: JLL) (“JLL”), a publicly traded financial and professional services firm specializing in real estate, from July 2013 until September 2018. Prior to her tenure at JLL, Ms. Kelly served as Executive Vice President and Chief Financial Officer of Duke Realty Corporation (NYSE: DRE) (“Duke”) from 2009 until June 2013. From 2007 until she joined Duke in 2009, Ms. Kelly served as Senior Vice President, Global Real Estate at Lehman Brothers, where she led real estate equity syndication in the United States and Canada. Prior to that, Ms. Kelly served at General Electric Company (NYSE: GE) from 1983 to 2007 in numerous finance and operational financial management positions in the United States, Europe and Asia that included responsibility for mergers and acquisitions, process improvements, internal audit and enterprise risk management. Ms. Kelly currently serves on the board of directors of Kite Realty Group Trust (NYSE: KRG) and Gilbane, Inc., a private global development company. Ms. Kelly served on the board of directors of Realty Income Corporation from November 2019 until January 2021. Ms. Kelly received her Bachelor of Arts degree in Economics from Bucknell University. She has been recognized as one of the Women of Influence by the Indianapolis Business Journal.     

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Sen. Lieberman has served as a director on the Board since January 2017. Sen. Lieberman has been Senior Counsel at Kasowitz, Benson & Torres LLP, a national law firm focusing on complex commercial litigation, since 2013. Prior to joining Kasowitz, Sen. Lieberman, the Democratic nominee for Vice President of the United States in the 2000 presidential election, served 24 years in the U.S. Senate, retiring in January 2013 following the end of his fourth term. During his tenure in the U.S. Senate, Sen. Lieberman helped shape legislation in areas of public policy, including national and homeland security, foreign policy, fiscal policy, environmental protection, human rights, health care, trade, energy, cyber security and taxes. Sen. Lieberman served the U.S. Senate in many leadership roles, including as the Chairman of the Committee on Homeland Security and Government Affairs. Prior to being elected to the U.S. Senate, Sen. Lieberman served as the Attorney General of the State of Connecticut from 1983 until 1988. From 1970 until 1980, Sen. Lieberman also served in the Connecticut State Senate, including three terms as majority leader. Sen. Lieberman currently serves on the board of directors of L&F Acquisition Corp. (NYSE: LNFA.U.), where he serves as the Chair of the Compensation Committee. Sen. Lieberman received his Bachelor of Arts degree in Political Science and Economics and his Juris Doctorate degree from Yale University.     

Mr. Natelli has served as a director on the Board since September 2019. Mr. Natelli has served as President and Chief Executive Officer of Natelli Communities, a privately held real estate investment and development company, since 1987. Additionally, Mr. Natelli has served as Principal of MargRock Entertainment, a music publishing and artist development and management services company, since 2007. Mr. Natelli is the immediate past chairman and has served on the board of the School of Engineering at Duke University since 2006. He has served on the President’s Council of Catholic Charities of Washington DC since 2014. Previously, Mr. Natelli served on the board of directors of Chesapeake Lodging Trust (NYSE: CHSP) from 2010 until Park’s acquisition of Chesapeake in 2019; on the board of directors of Highland Hospitality Corporation (NYSE: HIH) from 2003 until 2007; on the board of trustees of Suburban Hospital Healthcare System from 1993 until 2006; and on the board of directors of FBR National Bank and Trust, a wholly-owned affiliate of Friedman, Billings, Ramsey Group, Inc. (NYSE: FBR) from 2001 until 2005. Mr. Natelli served as President of the Board of the Montgomery County Chamber of Commerce in 1993, and played a central role in creating the Montgomery Housing Partnership in 1989, a non-profit organization created to preserve and expand the supply of affordable housing in Montgomery County, Maryland. Mr. Natelli received his Bachelor of Science degree in Mechanical Engineering from Duke University in 1982.

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Mr. Naughton has served as a director on the Board since January 2017. Mr. Naughton currently serves as the Chairman and Chief Executive Officer of AvalonBay Communities, Inc. (NYSE: AVB) (“AvalonBay”), a REIT focused on multifamily communities. Mr. Naughton has served as Chairman of the board of directors of AvalonBay since May 2013 and as Chief Executive Officer since January 2012. Joining AvalonBay’s predecessor entity in 1989, Mr. Naughton served as President from February 2005 until February 2021, as Chief Operating Officer of AvalonBay from 2001 until 2005, as Senior Vice President, Chief Investment Officer from 2000 until 2001 and as Senior Vice President and Vice President, Development and Acquisitions from 1993 until 2000. Mr. Naughton served on the board of directors of Welltower Inc. (NYSE: WELL) from 2013 until 2019, previously served on the executive board of Nareit, is a member of The Real Estate Round Table, is a member and past Chairman of the Multifamily Council of the Urban Land Institute and is a member of the Real Estate Forum. Mr. Naughton received his Master of Business Administration from Harvard Business School and received his Bachelor of Arts degree in Economics with High Distinction from the University of Virginia, where he was elected to Phi Beta Kappa.     

Mr. Sadove has served as a director on the Board since January 2017. Mr. Sadove has served as a founding partner of JW Levin Management Partners LLC, a private management and investment firm, since 2015. Mr. Sadove has also served as principal of Stephen Sadove and Associates, which provides consulting services to the retail industry, since 2014. From 2007 until 2013, Mr. Sadove served as Chairman and Chief Executive Officer of Saks Incorporated (“Saks”), an owner and operator of high-end department stores in the United States. Prior to that, Mr. Sadove served Saks as Vice Chairman from January 2002 until March 2004, as Chief Operating Officer from March 2004 until January 2006 and was named Chief Executive Officer in 2006. Prior to his tenure with Saks, Mr. Sadove served Bristol-Myers Squibb Company (NYSE: BMY) from 1991 until 2001, as President, Clairol from 1991 until 1996, as President, Worldwide Beauty Care from 1996 until 1997, as President, Worldwide Beauty Care and Nutritionals from 1997 until 1998 and as Senior Vice President of Bristol-Myers Squibb and President, Worldwide Beauty Care from 1997 until 2001. Mr. Sadove currently serves on the board of directors of Colgate-Palmolive Company (NYSE: CL), where he serves as the Lead Director, Aramark (NYSE: ARMK), where he is also Non-Executive Chairman of the Board, Movado Group, Inc. (NYSE: MOV) and Waterloo Sparkling Water, a privately-held sparkling water producer, where he serves as Non-Executive Chairman of the Board. Mr. Sadove served on the board of directors of J.C. Penney Company, Inc. (NYSE: JCP) until May 2016 and Ruby Tuesday, Inc. (NYSE: RT) until December 2017. Mr. Sadove received his Master of Business Administration degree with Distinction from Harvard Business School and received his Bachelor’s degree in Government from Hamilton College. He currently serves as the Chairman of the board of trustees of Hamilton College.

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SUMMARY OF DIRECTOR NOMINEES SKLLS AND EXPERIENCE

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INTRODUCTION

Our Board believes that good corporate governance promotes the long-term interests of our stockholders and strengthens Board and management accountability. The Board is responsible for providing advice and oversight of the strategic and operational direction of the Company and overseeing its executive management to support the long-term interests of the Company and its stockholders.

We have structured our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance include:

CORPORATE GOVERNANCE ENHANCEMENTS

Corporate governance will continue to be a focus of the Company. In 2019, the Nominating and Corporate Governance Committee and Board took affirmative steps to modify aspects of our corporate governance structure with the intention of promoting the long-term interests of our stockholders.

As a result of those efforts, and in certain cases as approved by our stockholders during the 2019 annual meeting of stockholders, the following enhancements to our corporate governance policies were adopted in 2019:

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STOCKHOLDER ENGAGEMENT & CORPORATE GOVERNANCE CYCLE

We believe that strong corporate governance practices should include regular outreach and conversations with our stockholders. During 2020, we conducted stockholder and investor outreach by presenting virtual investor road shows, conducting analyst meetings and virtually attending investor conferences and meetings. We regularly discuss our operations, financial performance, industry, governance and compensation matters with stockholders. During 2020, we engaged with stockholders who held approximately 35% of our outstanding shares of common stock to obtain meaningful feedback on their perception and understanding of our business, markets and industry as well as our governance practices, environmental and social impact programs and compensation framework.

Once investor feedback is collected, we share such feedback with our Board as part of our annual corporate governance cycle summarized below:

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BOARD LEADERSHIP STRUCTURE

Thomas J. Baltimore, Jr. serves as the Chairman of the Board, President and Chief Executive Officer. Gordon M. Bethune serves as our Lead Independent Director. The Board believes at this time that the use of the Lead Independent Director, together with a combined Chairman and Chief Executive Officer position, is an effective leadership structure. The Company’s Policy Regarding Board Leadership Structure is set forth below:

Our Board’s leadership structure consists of a Chairman of the Board (who is also our CEO), a Lead Independent Director and Committee Chairs. The Board believes that the Company is best served by having the same individual serve as both Chairman and CEO in order to facilitate strategic discussion at Board meetings based on the extensive familiarity of the Chairman and CEO with our business. The Board also believes that a strong Lead Independent Director function is an important part of our corporate governance. Accordingly, the Board has adopted Corporate Governance Guidelines which establish the responsibilities and authorities of the Lead Independent Director as follows:

Our Corporate Governance Guidelines require the independent directors to elect a Lead Independent Director on an annual basis. As well, our Board expects to periodically review the continued appropriateness of this Board leadership structure.

DIRECTOR INDEPENDENCE AND INDEPENDENCE DETERMINATIONS

Under our Corporate Governance Guidelines and NYSE rules, a director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with us or any of our subsidiaries. In addition, the director must meet the bright-line tests for independence set forth by the NYSE rules.

Our Corporate Governance Guidelines define independence in accordance with the independence definition in the current NYSE corporate governance rules for listed companies. Our Corporate Governance Guidelines require the Board to review the independence of all directors at least annually.

In the event a director has a relationship with the Company that is relevant to his or her independence and is not addressed by the objective tests set forth in the NYSE independence definition, the Board will determine, considering all relevant facts and circumstances, whether that relationship is material.

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Our Board has affirmatively determined that each of Ms. Bedient, Mr. Bethune, Mr. Eckert, Mr. Garrett, Ms. Kelly, Sen. Lieberman, Mr. Natelli, Mr. Naughton and Mr. Sadove is independent under the guidelines for director independence set forth in our Corporate Governance Guidelines and under all applicable NYSE guidelines, including with respect to committee membership.

BOARD COMMITTEES

Committee Membership

The Board maintains three standing committees comprised entirely of independent directors: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each of these committees is described in more detail below. The following table summarizes the current membership of each of the Board’s committees.

The rotation of committee chairs and members is considered on an annual basis to ensure diversity of Board member experience and variety of perspectives across the committees, but there is no strict committee rotation policy. Changes to committee assignments are made based on committee needs, director interests, experience and availability, and applicable regulatory and legal considerations. Moreover, the value of rotation is weighed carefully against the benefit of committee continuity and experience.

Audit Committee

The purpose of the Audit Committee is to assist the Board’s oversight of:

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The duties and responsibilities of our Audit Committee are more fully described in our Audit Committee Charter, which is available under the “Investors” tab of the Company’s website at http://www.pkhotelsandresorts.com, under the heading “Corporate Governance—Governance Documents.”

The Board has determined that each of the members of the Audit Committee is independent as defined by our Corporate Governance Guidelines and the NYSE listing standards applicable to boards of directors generally and audit committees in particular. The Board has also determined that each of the members of the Audit Committee is financially literate within the meaning of the NYSE listing standards and that Mmes. Bedient and Kelly and Mr. Eckert qualify as “audit committee financial experts” as defined under applicable SEC rules and regulations.

Compensation Committee

The purpose of the Compensation Committee is to assist the Board in fulfilling its responsibilities relating to compensation matters, including with respect to the compensation of the Company’s executive officers. The Compensation Committee has responsibility for:

The duties and responsibilities of our Compensation Committee are more fully described in our Compensation Committee Charter, which is available under the “Investors” tab of the Company’s website at http://www.pkhotelsandresorts.com, under the heading “Corporate Governance—Governance Documents.”

Pursuant to the Compensation Committee Charter, and subject to compliance with applicable laws of our state of jurisdiction, the Compensation Committee may not delegate its authority to approve executive compensation or grant equity awards to directors or executive officers of the Company, except to subcommittees comprised solely of Compensation Committee members. The Compensation Committee also has the authority under its charter to retain outside consultants or advisors, as it deems necessary or advisable. A more detailed discussion of the Compensation Committee’s use of outside advisors with respect to 2020 compensation matters is provided under the caption “Compensation Discussion and Analysis—Role of Compensation Consultant.”

The Board has determined that each of the members of the Compensation Committee is independent as defined by our Corporate Governance Guidelines and the NYSE listing standards applicable to boards of directors generally and compensation committees in particular.

Nominating and Corporate Governance Committee

The purpose of the Nominating and Corporate Governance Committee is to advise the Board concerning appropriate composition of the Board and its committees. Among other items, the Nominating and Corporate Governance Committee has responsibility for:

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The duties and responsibilities of our Nominating and Corporate Governance Committee are more fully described in our Nominating and Corporate Governance Committee Charter, which is available under the “Investors” tab of the Company’s website at http://www.pkhotelsandresorts.com, under the heading “Corporate Governance—Governance Documents.”

In addition, the Board has determined that Park’s ESG objectives, reporting and strategy shall fall under the responsibility of the Nominating and Corporate Governance Committee and be presented directly to this Committee at least on an annual basis.

The Board has determined that each of the members of the Nominating and Corporate Governance Committee is independent as defined in our Corporate Governance Guidelines and the NYSE listing standards.

MEETINGS

The Board discharges its responsibilities through regularly scheduled meetings, special meetings, actions taken by unanimous written consent and other communications with management as appropriate. Our Corporate Governance Guidelines currently provide that all directors are expected to make every effort to attend any meeting of stockholders.

Mr. Baltimore is invited to attend meetings of the Board committees, but he does not have a vote on any committee matter. The Board and the Board committees regularly meet in executive sessions, at which no management representative is present. During 2020, the Board held nine meetings, the Audit Committee held five meetings, the Compensation Committee held six meetings and the Nominating and Corporate Governance Committee held two meetings. During 2020, each of our director nominees attended at least 75% of the aggregate of: (i) the total number of meetings of the Board and (ii) the total number of meetings held by all committees of the Board on which he or she serves during his or her period of service as a director. Due to the COVID-19 pandemic, all 2020 Board and Committee meetings held after March 2020 were held virtually. Furthermore, due to travel restrictions and other health and safety concerns that had developed around the time of our 2020 annual meeting of stockholders from the unprecedented global COVID-19 pandemic, only one of our directors was able to attend the 2020 annual meeting of stockholders.

CORPORATE GOVERNANCE GUIDELINES

Our commitment to good corporate governance is reflected in our Corporate Governance Guidelines, which describe the Board’s views on a wide range of governance topics. Our Corporate Governance Guidelines are reviewed from time to time by the Nominating and Corporate Governance Committee and revised as it considers appropriate, upon recommendation to and approval by the Board. Our Corporate Governance Guidelines are available under the “Investors” tab of the Company’s website at http://www.pkhotelsandresorts.com, under the heading “Corporate Governance—Governance Documents.”

CODE OF CONDUCT

The Board has adopted a Code of Conduct, which is available under the “Investors” tab of the Company’s website at http://www.pkhotelsandresorts.com, under the heading “Corporate Governance—Governance Documents.”

The Code of Conduct applies to all of our directors, officers and employees, including our Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Controller, and sets forth our policies and expectations on a number of topics, including conflicts of interest, compliance with laws, use of our assets and business conduct and fair dealing. This Code of Conduct also satisfies the requirements for a code of ethics, as defined by Item 406 of Regulation S-K promulgated by the SEC. Any substantive amendment to, or waivers from, certain provisions of our Code of Conduct for the Company’s Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Controller or persons performing similar functions or any director will be posted on the Company’s website, at the address and location specified above.

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The Company also maintains a Whistleblower Policy that establishes procedures for the receipt, retention and treatment of complaints received by us regarding questionable accounting or auditing matters or practices that may include or result in any such questionable accounting or auditing matters.

RISK MANAGEMENT OVERSIGHT

The Board has overall responsibility for risk oversight, including, as part of regular Board and committee meetings, general oversight of executives’ management of risks relevant to the Company. Our Corporate Governance Guidelines currently provide as follows with respect to risk oversight:

The Board exercises direct oversight of strategic risks to the Company. While the full Board has overall responsibility for risk oversight, it is supported in this function by its Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. The Audit Committee assists the Board in fulfilling its risk oversight responsibilities by periodically reviewing the Company’s accounting, reporting and financial practices, including the integrity of its financial statements, the surveillance of administrative and financial controls, the Company’s compliance with legal and regulatory requirements and the Company’s enterprise risk management program and receiving reports from the Company’s officers. The Compensation Committee assists the Board by overseeing and evaluating risks related to the Company’s compensation structure and compensation programs, including the formulation, administration and regulatory compliance with respect to compensation matters, and succession planning. The Nominating and Corporate Governance Committee assists the Board by overseeing and evaluating programs and risks associated with Board organization, membership and structure and corporate governance.

BOARD OVERSIGHT OF MANAGEMENT SUCCESSION PLANNING

Our Board and management consider succession planning and leadership development to be an integral part of the Company’s long-term strategy. Our Compensation Committee is required under its charter to oversee the evaluation of the Company’s executive officers, including the nature and frequency of the evaluation process. As well, the Compensation Committee is required to coordinate succession planning as it relates to the Chief Executive Officer. At least annually, our Board receives an update on the Company’s multi-faceted approach to improving the capabilities of our existing leaders and nurturing our next generation of high-performers. The Company’s development programs include a continuous feedback and review process, a manager development series, lunch & learn sessions and executive mentors. Additionally, the Company selects approximately four or five high-performing leaders from within the organization each year to participate in a formal and intensive Leadership Development Program that lasts for approximately six months. It is the Company’s intention that these various programs will ensure continuity of leadership over the long term and form the basis on which the Company may make ongoing leadership assignments.

BOARD CANDIDATE QUALIFICATION AND SELECTION PROCESS

When evaluating candidates for nomination to the Board, the Nominating and Corporate Governance Committee considers the factors set forth in our Corporate Governance Guidelines, as amended from time to time. Our Corporate Governance Guidelines currently provide as follows:

The Nominating and Corporate Governance Committee is responsible for reviewing the qualifications of potential director candidates and recommending to the Board those candidates to be nominated for election to the Board, subject to any obligations and procedures governing the nomination of directors to the Board that may be set forth in any agreement or arrangement to which the Company is party. The Nominating and Corporate Governance Committee may consider:

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The Board should monitor the mix of skills and experience of its directors in order to assure that the Board, as a whole, has the necessary tools to perform its oversight function effectively.

The Nominating and Corporate Governance Committee expects to identify potential candidates through referrals and recommendations, including by incumbent directors, management and stockholders, as well as through business and other organizational networks. The Nominating and Corporate Governance Committee may also retain and compensate third parties, including executive search firms, to identify or evaluate, or assist in identifying or evaluating, potential director nominees.

The Nominating and Corporate Governance Committee expects to consider current Board members by balancing the value of the director’s continuity of service and familiarity with the Company with that of obtaining a new perspective. The Nominating and Corporate Governance Committee also expects to consider each individual’s contributions, performance and level of participation, the current composition of the Board, and the Company’s needs. If any existing director does not want to continue in service or if the Nominating and Corporate Governance Committee decides not to re-nominate a director, the Nominating and Corporate Governance Committee will identify and evaluate new candidates based on the qualifications set forth in our Corporate Governance Guidelines. Prior to recommending a new candidate to the Board, the Nominating and Corporate Governance Committee will (i) request that one or more of its members (or other members of the Board) interview the candidate, (ii) conduct an appropriate review of the background of the candidate and (iii) discuss the candidate. Once the Nominating and Corporate Governance Committee selects a slate of Board candidates, it will present and recommend the slate to the full Board. The Nominating and Corporate Governance Committee will evaluate candidates for nomination for election to the Board recommended by stockholders on a substantially similar basis as it considers other nominees.

STOCKHOLDER NOMINATIONS AND RECOMMENDATIONS FOR BOARD NOMINATIONS

The Nominating and Corporate Governance Committee will accept for consideration qualified candidates properly recommended by stockholders. Stockholders who wish to recommend qualified candidates must do so by notifying the Company in writing, by notice delivered to the attention of the Secretary of the Company at the address of the Company’s executive offices as set forth in the Company’s periodic reports, of a recommended director candidate. Submissions may be by mail, overnight courier or personal delivery. E-mail submissions will not be considered. In order to ensure meaningful consideration of candidates, notice must be received not less than 90 calendar days and not more than 120 calendar days prior to the first anniversary of the date of the proxy statement for the prior year’s annual meeting of stockholders. In the event that the annual meeting date is advanced by more than 20 calendar days or delayed by more than 70 calendar days from the anniversary date of the previous year’s meeting, then notice must be received no earlier than the close of business on the 120^th day prior to such annual meeting and not later than the close of business on the later of the 90^th day prior to such annual meeting or, if later, the 10th calendar day following the day on which public announcement of the date of such meeting is first made.

The notice must set forth as to each recommended candidate all information required under our by-laws and any other information relating to the recommended candidate that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, including the recommended candidate’s written consent to being named in the Company’s proxy statement as a nominee and to serving as a director if elected. The Company may require any recommended candidate to furnish such other information as may reasonably be required to determine the eligibility of the nominee to serve as a director, as well as a consent to be interviewed by the Nominating and Corporate Governance Committee.

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Submissions received through this process will be forwarded to the Nominating and Corporate Governance Committee for review. Only those nominees whose submissions comply with these procedures and who satisfy the qualifications determined by the Nominating and Corporate Governance Committee for directors of the Company will be considered by the Nominating and Corporate Governance Committee. Acceptance of a recommendation for consideration does not imply the Nominating and Corporate Governance Committee will nominate or recommend for nomination the recommended candidate. Nominees for director who are recommended by stockholders will be evaluated in the same manner as any other nominee for director. In addition, stockholders may nominate directors for election to the board by following the procedures in our by-laws, as described below under “Other Matters—Stockholder Proposals for 2022 Annual Meeting.”

Stockholders who would like to nominate a candidate for director by providing advance notice of the nomination pursuant to our by-laws must comply with the requirements described in this Proxy Statement and the Company’s by-laws.

PROXY ACCESS

In February 2019, our Board adopted amended and restated by-laws which include a proxy access provision to permit a stockholder, or a group of up to 20 stockholders, meeting specified eligibility requirements, to nominate and include director candidates constituting up to the greater of two nominees or 20% of the number of directors then in office in the Company’s proxy materials for any annual meeting of stockholders. In order to be eligible to utilize these proxy access provisions, a stockholder, or group of stockholders, must, among other requirements:

Stockholders who would like to nominate a candidate for director via proxy access must comply with the requirements described in this Proxy Statement and the Company’s by-laws.

DIVERSITY POLICY

In April 2017, the Board adopted a Policy Regarding Diversity as a Consideration for Board Nominations. Pursuant to this policy, the Nominating and Corporate Governance Committee and Board consider diversity – in terms of age, experience, industry, gender and ethnicity – to be an important factor in the consideration of candidates for nomination to the Board. However, no new candidates have been nominated for the Board since the adoption of this policy (other than Mr. Garrett, who was originally nominated by a large former stockholder pursuant to a then-existing stockholder agreement, and Messrs. Eckert and Natelli, who were both originally nominated pursuant to and in accordance with the terms of the Merger Agreement with Chesapeake). As a result, the Board has not yet had an opportunity to evaluate the effectiveness of this policy.

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POLICY REGARDING STOCKHOLDER RIGHTS PLANS

The Board affirms as a matter of corporate policy that it will not authorize or adopt any stockholder rights plan or similar plan or agreement without the prior approval of the Company’s stockholders, unless any such plan or agreement would be submitted to the Company’s stockholders to be ratified or, in the absence of such stockholder approval or ratification, would expire within one year of its adoption.

COMMUNICATIONS WITH THE BOARD

As described in our Corporate Governance Guidelines, stockholders and other interested parties who wish to communicate with our Lead Independent Director, the chairperson of the Audit, Compensation or Nominating and Corporate Governance Committees, or to the non-management or independent directors as a group, may do so by addressing such communications or concerns to the Secretary of the Company, c/o Park Hotels & Resorts Inc., 1775 Tysons Blvd, 7^th Floor, Tysons, Virginia 22102, who will forward all such communication to the appropriate party.

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COMPENSATION PROGRAM

Introduction

Our independent directors receive director compensation for the period from the annual meeting at which they are elected until the next annual meeting. For the 2020-2021 period, our annual compensation program for independent directors is summarized in the table below:

Our Chairman and Chief Executive Officer does not receive any additional compensation for serving as a director. On April 24, 2020, each independent director received a grant of restricted stock in an amount equal to the annual equity award for the service period from April 25, 2020 until April 30, 2021, the date of our 2021 annual meeting, with such awards vesting on the date of the 2021 annual meeting. Our directors, as holders of restricted stock, will receive dividends, if any, on such restricted stock at the same time that regular dividend payments are made on the Company’s common stock. We do not expect any changes to the director compensation program for the 2021-2022 period. The next equity award grant to our independent directors is expected to be made on or around the date of our 2021 annual meeting of stockholders and will represent the directors’ annual grant for their services as a director until the 2022 annual meeting of stockholders.

All cash retainers will be paid to each independent director in quarterly installments. Any independent director may elect to receive 100% of his or her cash Board fees in fully vested shares of the Company’s common stock

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of an equivalent value, which have a grant date that is five business days before the regular quarterly payment date of such cash fees. Additionally, all of our directors will be reimbursed for reasonable travel and related expenses associated with attendance at our Board or committee meetings.

Program Rationale

The Company is the second-largest publicly-traded lodging REIT by enterprise value in the United States and was spun-off as a separate public company from Hilton to own complex lodging real estate held by Hilton in many instances for decades. In recommending director compensation, the Compensation Committee considered the complexity of issues overseen by the Board that are not commensurate with smaller, less complex lodging REITs. In particular, the Compensation Committee considered the following when determining the appropriate level of director compensation –

As a result, the Company’s director compensation was established in recognition of the amount of time and attention required of Board members in order for them to fulfill their responsibilities to the Company. In 2019, the Company acquired Chesapeake, which was an example of the type of significant transactional work expected by the Company’s directors to meaningfully effect Park’s transformation and growth. Despite this transaction and other complex issues recently faced by the Company that have required significant time and attention from the Board, the Compensation Committee has not adjusted director compensation since 2018.

The benefits that the Company gains from having such experienced and sophisticated directors have never been more valued than during this last year. From the outset of the COVID-19 pandemic, our Board has been focused on its oversight and risk management responsibilities. Throughout the crisis, our Board has been in regular contact with management and has convened several special meetings to advise management as it responds to this unprecedented crisis. Among other topics, the Board has reviewed and advised on our key strategic initiatives to increase and preserve our liquidity and financial flexibility, fortify our balance sheet, manage the suspension and re-opening of various hotels in our portfolio and mitigate the unique risks presented by the COVID-19 pandemic and its effects on the lodging and hospitality industry.

STOCK OWNERSHIP POLICY

To align the interests of directors with stockholders, the Board has adopted a requirement that each of our independent directors will be required to own stock in an amount equal to five times his or her annual cash retainer. For purposes of this requirement, a director’s holdings include shares held directly or indirectly, individually or jointly, shares underlying unvested time-vesting restricted stock, and shares held under a deferral or similar plan. Independent directors are expected to meet this ownership requirement within five years of the later of (a) February 23, 2017 (i.e., the date on which the Company made its first broad-based equity incentive grants following the Spin-off) or (b) the date he or she first becomes subject to this stock ownership policy.

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DIRECTOR TRAVEL

In order to encourage our independent directors to better understand our hotel assets and provide feedback on our portfolio, our independent directors are entitled to up to 30 complimentary room nights per calendar year (including associated room taxes and fees) at properties owned by the Company for their own use or use by family members accompanying them. Direct, incremental costs of the director’s room stay charge (i.e., the cost of cleaning the room daily) are considered compensatory to the director and the Company does not provide tax gross-ups to the directors with respect to these benefits.

DIRECTOR COMPENSATION FOR 2020

The table below sets forth information regarding non-employee director compensation for the fiscal year ended December 31, 2020. Mr. Baltimore is compensated as an executive officer and did not receive any compensation from the Company for serving as a director during fiscal year 2020.

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EXECUTIVE OFFICER BIOGRAPHIES

Set forth below is certain information regarding each of our current executive officers as of March 5, 2021, other than Mr. Baltimore, whose biographical information is presented under “Proposal 1: Election of Directors – Director Nominees.”

Sean M. Dell’Orto has served as our Executive Vice President and Chief Financial Officer since December 2016 and previously also served as our Treasurer from December 2016 until February 2020. Prior to joining the Company, Mr. Dell’Orto served as Senior Vice President, Treasurer of Hilton Worldwide Holdings Inc. (NYSE: HLT), a global hospitality company, from September 2012 until December 2016. Prior to that, Mr. Dell’Orto served as Vice President, Corporate Finance of Hilton from February 2010 to September 2012, leading corporate forecasting and capital markets activities including debt fundraising and refinancing, loan workouts and modifications, strategic planning and debt compliance. Prior to his tenure at Hilton, Mr. Dell’Orto held similar management roles at Barceló Crestline Corporation and Highland Hospitality Corporation. Mr. Dell’Orto received his Bachelor of Science degree from University of Virginia and his Master of Business Administration degree from the Wharton School, University of Pennsylvania. Mr. Dell’Orto served on the pre Spin-off Board of the Company from December 2016 until January 3, 2017. Mr. Dell’Orto currently serves on the board of directors for the University of Virginia Foundation.

Carl A. Mayfield has served as our Executive Vice President, Design and Construction since September 2018. Prior to joining the Company, Mr. Mayfield served most recently as the Senior Vice President of Design & Construction at RLJ Lodging Trust (NYSE: RLJ), a lodging REIT, and RLJ Development, LLC from February 2004 to September 2018. Prior to his tenure at RLJ, Mr. Mayfield served as the Project Executive for Georgetown University’s $300 million, mixed-use campus expansion project and held senior positions representing Washington Sports and Entertainment and The World Bank. Mr. Mayfield received his Bachelor of Science degree in Civil Engineering from University of Delaware and his Master of Science degree in Real Estate Development from Johns Hopkins University. Mr. Mayfield currently serves on the board of directors of the American Red Cross of the National Capital Region and the Montgomery County Boys and Girls Club. He is also an executive mentor to graduate students at the Georgetown University McDonough School of Business.

Thomas C. Morey joined the Company in August 2016 and has served as our Executive Vice President and Chief Investment Officer since January 2020. From December 2016 until February 2018, he served as our Senior Vice President, General Counsel and Secretary. From February 2018 until January 2020, he served as our Executive Vice President, General Counsel and Secretary (and he continued to serve as our General Counsel and Secretary on an interim basis from January 2020 until October 2020 when his successor was appointed). Prior to joining the Company, Mr. Morey served as Senior Vice President and General Counsel of Washington Real Estate Investment Trust, a multifamily, office and retail REIT, from October 2008 until July 2016. Prior to that, he served in a business role as Chief Operating Officer of Medical Funding Services, Inc., a provider of financial

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and administrative services to healthcare companies, from February 2006 to September 2008. Previously, Mr. Morey was a corporate partner with Hogan & Hartson LLP, a multi-national law firm (now known as Hogan Lovells US LLP), where he focused on capital markets transactions, mergers and acquisitions, strategic investments and general business matters for national and regional lodging, residential, office, retail and other REITs. From 1997 to 1998, Mr. Morey was a corporate attorney with Jones Day in Dallas, Texas. Mr. Morey is a former member of the board of directors of the Maryland Chamber of Commerce and also previously served on the Executive Committee of the Maryland Chamber of Commerce. Mr. Morey received his Bachelor of Arts degree from Princeton University and his Juris Doctor degree from Duke Law School. Mr. Morey served on the pre Spin-off Board of the Company from December 2016 until January 3, 2017.

Jill C. Olander has served as our Executive Vice President, Human Resources since February 2018 and, prior to that, as our Senior Vice President, Human Resources from January 2017 until February 2018. Prior to joining the Company, Ms. Olander served as Vice President, Human Resources Consulting with Hilton (NYSE: HLT), a global hospitality company, from July 2013 until December 2016. Prior to that, Ms. Olander served as Senior Director of Human Resources Consulting with Hilton from April 2010 to July 2013. Prior to that, she served as Vice President of Human Resources for Allied Capital (acquired by Ares Capital Management in 2010), a private equity investment firm and mezzanine capital lender, from April 2006 to January 2010. Previously, Ms. Olander also held various Human Resources management roles at Chevy Chase Bank (now Capital One Bank), Deloitte & Touche and Capital One Financial. Ms. Olander received her Bachelor of Science degree from Vanderbilt University.

Nancy M. Vu joined the Company in October 2016 and has served as our Senior Vice President, General Counsel and Secretary since October 2020. From October 2016 until January 2020, she served as our Assistant General Counsel – Real Estate, and from January 2020 until October 2020, she served as Senior Vice President and Deputy General Counsel. Prior to joining the Company, Ms. Vu served as Senior Director, Asset Management at Choice Hotels International (NYSE: CHH) from 2014 to 2016, leading and managing real estate, joint venture and capital transactions and investments for her assigned portfolio of assets. Ms. Vu previously served as Senior Counsel at RLJ Lodging Trust (NYSE: RLJ) from 2013 to 2014 and as Senior Counsel at Choice Hotels International from 2010 to 2013. Ms. Vu received her Bachelor of Science degree from Georgetown University and her Juris Doctor degree from the University of San Diego.

There are no family relationships among any of our directors or executive officers.

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INTRODUCTION

The Company is seeking stockholder approval of an amendment and restatement of the Park Hotels & Resorts Inc. 2017 Stock Plan for Non-Employee Directors (the “Director Stock Plan”). The amendment and restatement of the Director Stock Plan is being submitted for the approval of the stockholders of the Company in order to increase the number of shares of the Company’s common stock that is available for issuance under the Director Stock Plan by 500,000 shares, from 450,000 shares to 950,000 shares. As of March 5, 2021, 72,982 shares of the original 450,000 share pool remain available for issuance under the Director Stock Plan. If the amendment and restatement of the Director Stock Plan is approved by the Company’s stockholders, the additional 500,000 shares would increase the total number of shares remaining available for future issuance under the Director Stock Plan to approximately 572,982 shares (based on 72,982 shares remaining as of the date of March 5, 2021). If stockholders approve the amendment and restatement of the Director Stock Plan, we believe that the shares available for issuance under the Director Stock Plan, as amended and restated, will provide sufficient shares for our equity-based compensation needs for non-employee directors for approximately five years (assuming our stock price, number of non-employee directors and director compensation program remain consistent).

Our Compensation Committee engaged FPL Associates L.P. (“FPL”), its independent compensation consultant, in reviewing the Director Stock Plan. As part of this review, the Compensation Committee reviewed the features and rationale for the Company’s director compensation program, as described in more detail under “Director Compensation—Compensation Program—Program Details” and “—Program Rationale.” In addition, the Compensation Committee considered the Company’s robust stock ownership guidelines for independent directors as described in more detail under “Director Compensation—Stock Ownership Policy.” Following its review, the Compensation Committee determined that that the Company’s director compensation program remains competitive and is in the best interest of stockholders.

If the Company’s stockholders do not approve the amendment and restatement of the Director Stock Plan, the amendment and restatement will not take effect, but the Company may continue to grant awards under the Director Stock Plan in accordance with the current terms and conditions of the plan. If the amendment and restatement of the Director Stock Plan is not approved by the Company’s stockholders, the remaining shares reserved for issuance may not be sufficient to cover our expected April 2021 annual restricted stock grants to non-employee directors depending on our stock price on the date of grant. If we do not have enough shares available for grant, we may grant a portion of the equity portion of director awards in cash. We may also suspend our policy of permitting non-employee directors to receive 100% of their cash Board fees in fully vested shares of the Company’s common stock.

The Company is not requesting an increase in the number of shares available for issuance under, or proposing any other amendments to, the separate Park Hotels & Resorts Inc. 2017 Omnibus Incentive Plan, which is used for awards granted to executives and other employees.

The amendment and restatement of the Director Stock Plan also makes other immaterial changes. The key terms of the Director Stock Plan, as amended and restated, are summarized below, and such summary is qualified in its entirety by the Director Stock Plan, as amended and restated, as set forth in Exhibit A to this Proxy Statement.

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Overview

The purpose of the Director Stock Plan is to provide a means through which the Company may attract and retain members of our Board and to provide a means whereby members of our Board can acquire and maintain an equity interest in the Company, thereby strengthening their commitment to the welfare of the Company and aligning their interests with those of the Company’s stockholders. The Director Stock Plan was originally approved prior to the Company’s Spin-off by the Company’s then-sole stockholder and became effective as of January 3, 2017. Since that original approval of the Director Stock Plan, the Company has increased the size of our Board by three additional members; however, director compensation has not been adjusted or increased since 2018.

The amendment and restatement of the Director Stock Plan was approved by our Board on February 19, 2021 (the “Amendment Date”), subject to approval of the plan by the Company’s stockholders. The Director Stock Plan provides for potential grants of stock options (“Options”), stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”) and other equity-based awards (collectively, “Director Awards”).

Term

The amendment and restatement of the Director Stock Plan will not change the term of the Director Stock Plan. The Director Stock Plan will terminate on January 3, 2027 (unless sooner terminated by our Board), and no additional Director Awards will be granted under the Director Stock Plan after that date. The termination of the Director Stock Plan will not affect previously granted Director Awards.

Shares Available for Issuance

The total number of shares of the Company’s common stock that may be issued pursuant to Director Awards under the Director Stock Plan may not exceed an aggregate of 950,000 shares, representing the original share pool of 450,000 shares plus the 500,000 shares that will be added to the share reserve if the amendment and restatement of the Director Stock Plan is approved by the Company’s stockholders. If the amendment and restatement of the Director Stock Plan is approved by the Company’s stockholders, the additional 500,000 shares to be added to the share reserve would increase the total number of shares remaining available for future issuance under the Director Stock Plan to approximately 572,982 shares (which includes 72,982 shares remaining available for issuance under the current Director Stock Plan as of the date of March 5, 2021).

Shares of common stock issued by the Company in settlement of Director Awards may be authorized and unissued shares, treasury shares, shares purchased on the open market or by private purchase, or a combination of the foregoing. To the extent that a Director Award expires or is canceled, forfeited or terminated without issuance to the participant of the full number of shares of common stock to which the Director Award related, the unissued shares will again be available for grant under the Director Stock Plan. In no event will (i) shares tendered or withheld on the exercise of Options or other Director Awards for the payment of the exercise or purchase price, (ii) shares not issued upon the settlement of a SAR that settles in shares of common stock (or could settle in shares of common stock), or (iii) shares purchased on the open market with cash proceeds from the exercise of Options, again become available for other Director Awards under the Director Stock Plan.

Eligibility

Each member of our Board, elected or appointed, who is not also an employee of the Company or any of our subsidiaries or affiliates, is eligible for the grant of Director Awards under the Director Stock Plan. An individual who is elected to our Board at an annual meeting of the stockholders of the Company will be deemed to be a member of our Board as of the date of such meeting. As of March 5, 2021, there were nine non-employee directors who are eligible to participate in the Director Stock Plan.

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Award Limit

The maximum number of shares subject to Director Awards granted during a single fiscal year to any participant, taken together with any cash fees paid during the fiscal year to such participant in respect of his or her service as a member of our Board, may not exceed $1,000,000 in total value (calculating the value of any such awards based on the value of such awards on the grant date for financial reporting purposes).

Administration

The Director Stock Plan may be administered by our Board or a properly delegated subcommittee. Currently, the Director Stock Plan is administered by our Compensation Committee. Subject to the provisions of the Director Stock Plan and applicable law, the Compensation Committee has the sole and plenary authority, in addition to other express powers and authorizations conferred on the Compensation Committee by the Director Stock Plan to (i) designate participants; (ii) determine the type or types of Director Awards to be granted to a participant; (iii) determine the number of shares of common stock to be covered by, or with respect to which payments, rights or other matters are to be calculated in connection with, Director Awards; (iv) determine the terms and conditions of any Director Award; (v) determine whether, to what extent, and under what circumstances Director Awards may be settled in, or exercised for, cash, shares of common stock, other securities, other Director Awards or other property, or canceled, forfeited or suspended and the method or methods by which Director Awards may be settled, exercised, canceled, forfeited or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, shares of common stock, other securities, other Director Awards or other property and other amounts payable with respect to a Director Award will be deferred either automatically or at the election of the participant or of the Compensation Committee; (vii) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Director Stock Plan and any instrument or agreement relating to, or Director Award granted under, the Director Stock Plan; (viii) establish, amend, suspend or waive any rules and regulations and appoint such agents as the Compensation Committee deems appropriate for the proper administration of the Director Stock Plan; and (ix) make any other determination and take any other action that the Compensation Committee deems necessary or desirable for the administration of the Director Stock Plan.

Types of Awards

Options

The Compensation Committee may grant Options under the Director Stock Plan. Each Option granted under the Director Stock Plan will be evidenced by an award agreement, which may be in written or electronic form (an “Award Agreement”). All Options granted under the Director Stock Plan will be nonqualified stock options and will have an exercise price per share that is not less than 100% of the “fair market value” (as defined in the Director Stock Plan) of a share as of the applicable grant date. The closing price of a share of the Company’s common stock on March 5, 2021, was $21.01. Options granted under the Director Stock Plan will vest and become exercisable in such manner and on such date or dates or upon such event or events as determined by the Compensation Committee. Options will expire upon a date determined by the Compensation Committee, not to exceed 10 years from the applicable grant date. Unless otherwise provided by the Compensation Committee, whether in an Award Agreement or otherwise, in the event of a participant’s termination of service due to death or “disability” (as defined in the Director Stock Plan), each outstanding Option held by the participant will become fully vested and exercisable as of the date of such termination, and such Option will remain exercisable for one year after termination (but in no event beyond the original expiration date of the Option).

SARs

The Compensation Committee may grant SARs under the Director Stock Plan. Each SAR granted under the Director Stock Plan will be evidenced by an Award Agreement. SARs may be granted in tandem with any Option

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granted under the Director Stock Plan or independent of any Option. The strike price per share of the Company’s common stock for each SAR will not be less than 100% of the fair market value of such share as of the applicable grant date, provided that a SAR granted in tandem with (or in substitution for) an Option previously granted will have a strike price equal to the exercise price of the corresponding Option. A SAR granted in connection with an Option will become exercisable and will expire according to the same vesting schedule and expiration provisions as the corresponding Option. A SAR granted independent of an Option will vest and become exercisable in such a manner and on such date or dates or upon such event or events as determined by the Compensation Committee. SARs will expire upon a date determined by the Compensation Committee, not to exceed 10 years from the applicable grant date.

Unless otherwise provided by the Compensation Committee, whether in an Award Agreement or otherwise, in the event of a participant’s termination of service due to death or disability, each outstanding SAR held by the participant will become fully vested and exercisable as of the date of such termination, and such SAR will remain exercisable for one year after termination (but in no event beyond the original expiration date of the SAR). Upon the exercise of a SAR, the Company will pay to the participant an amount equal to the number of shares subject to the SAR that is being exercised multiplied by the excess of the fair market value of one share of the Company’s common stock on the exercise date over the applicable strike price, less applicable tax withholdings. The Company will pay such amount in cash, in shares of common stock, or any combination thereof, as determined by the Compensation Committee.

Restricted Stock and RSUs

Each grant of restricted stock and RSUs will be evidenced by an Award Agreement. Restricted stock is common stock of the Company that is subject to certain specified restrictions, which may include, without limitation, a requirement that the participant provide continuous services as a non-employee director of our Board for a specified period of time. RSUs constitute an unfunded and unsecured promise to deliver shares of the Company’s common stock, cash, other securities or other property, subject to certain restrictions, which may include, without limitation, a requirement that the participant provide continuous services as a non-employee director of our Board for a specified period of time. Restricted Stock and RSUs will vest, and any applicable period of restriction will lapse, in such manner and on such date or dates or upon such event or events as determined by the Compensation Committee.

Subject to certain restrictions set forth in the Director Stock Plan and the applicable Award Agreement, a participant generally will have the rights and privileges of a stockholder as to shares of restricted stock, including, without limitation, the right to vote such restricted stock. A participant will have no rights or privileges as a stockholder as to RSUs. Except as otherwise provided in an Award Agreement or by the Compensation Committee, upon the payment by the Company of dividends on shares of common stock, the holder of outstanding RSUs will be entitled to be credited with dividend equivalent payments in cash (unless the Compensation Committee elects to credit such payments in shares of common stock having a fair market value equal to the amount of such dividend), which payments will be made to the holder on a current basis within 15 days following the date on which the corresponding dividend is paid to the Company’s stockholders.

Other Equity-Based Awards

The Compensation Committee may grant other equity-based awards under the Director Stock Plan alone or in tandem with other Director Awards, in such amounts and dependent on such conditions as the Compensation Committee determines. Each such award granted under the Director Stock Plan will be evidenced by an Award Agreement and will be subject to such conditions not inconsistent with the Director Stock Plan as may be reflected in the applicable Award Agreement. Grants of other equity-based awards that are operating partnership or limited liability company units or profits interests or other equity interests in an operating partnership or limited liability company subsidiary of the Company (a) may be granted for service to such operating partnership or limited liability company subsidiary (or a subsidiary thereof) and (b) will have the rights and features of which, if applicable, will be set forth in an operating partnership or limited liability company agreement and an applicable Award Agreement.

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Changes in Capital Structure and Similar Events

In the event of (i) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, shares of common stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of shares of common stock or other securities of the Company, issuance of warrants or other rights to acquire shares of common stock or other securities of the Company, or other similar corporate transaction or event that affects the shares of common stock (including a “change in control” (as defined in the Director Stock Plan)); or (ii) unusual or nonrecurring events affecting the Company, including changes in applicable rules, rulings, regulations or other requirements, that the Compensation Committee determines, in its sole discretion, could result in substantial dilution or enlargement of the rights intended to be granted to, or available for, participants (any event in (i) or (ii), an “Adjustment Event”), the Compensation Committee will, in respect of any such Adjustment Event, make such proportionate substitution or adjustment, if any, as it deems equitable, to any or all of (x) the share reserve under the Director Stock Plan, or any other limit applicable under the Director Stock Plan with respect to the number of Director Awards which may be granted under the Director Stock Plan; (y) the number of shares of common stock or other securities of the Company (or number and kind of other securities or other property) which may be issued in respect of Director Awards or with respect to which Director Awards may be granted under the Director Stock Plan; and (z) the terms of any outstanding Director Award.

Except as may otherwise be provided in an Award Agreement, in connection with any Adjustment Event, the Compensation Committee may provide for any one or more of the following: (i) substitution or assumption of Director Awards (or awards of an acquiring company), acceleration of the vesting of, exercisability of, lapse of restrictions on, or termination of, Director Awards, or establishment of a period of time (which will not be required to be more than 10 days) for participants to exercise outstanding Director Awards prior to the occurrence of such event (and any such Director Award not so exercised will terminate upon the occurrence of such event); (ii) cancellation of any one or more outstanding Director Awards and payment to the holders of such awards that are vested as of such cancellation (including, without limitation, any awards that would vest as a result of the occurrence of such event but for such cancellation or for which vesting is accelerated by the Compensation Committee in connection with such event pursuant to clause (i) above), the value of such awards, if any, as determined by the Compensation Committee; and (iii) conversion or replacement of any Director Award that is not vested as of the occurrence of such event into or with the right to receive a payment, based on the value of the award (as determined consistent with clause (ii) above), which is subject to continued vesting on the same basis as the vesting requirements applicable to such converted or replaced award.

Amendments and Termination

The Board may amend, alter, suspend, discontinue or terminate the Director Stock Plan or any portion thereof at any time, provided, that no such amendment, alteration, suspension, discontinuance or termination will be made without stockholder approval if (i) such approval is necessary to comply with any regulatory requirement applicable to the Director Stock Plan or for changes in U.S. generally accepted accounting principles (“GAAP”) to new accounting standards; (ii) it would materially increase the number of securities which may be issued under the Director Stock Plan (subject to certain exceptions set forth in the Director Stock Plan); or (iii) it would materially modify the requirements for participation in the Director Stock Plan. Further, any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any participant or any holder or beneficiary of any outstanding Director Award will not to that extent be effective without the consent of the affected participant, holder or beneficiary.

The Compensation Committee may, to the extent consistent with the terms of the Director Stock Plan and any applicable Award Agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any outstanding Director Award or the associated Award Agreement, prospectively or retroactively, provided, that, other than adjustments made in connection with Adjustment Events, any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that

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would materially and adversely affect the rights of any participant with respect to any outstanding Director Award will not to that extent be effective without the consent of the affected participant.

No Repricing

Without stockholder approval, except as otherwise permitted in connection with Adjustment Events, (i) no amendment or modification may reduce the exercise price of any Option or the strike price of any SAR; (ii) the Compensation Committee may not cancel any outstanding Option or SAR and replace it with a new Option or SAR (with a lower exercise price or strike price, as the case may be) or other award or cash payment that is greater than the intrinsic value (if any) of the cancelled Option or SAR; and (iii) the Compensation Committee may not take any other action which is considered a “repricing” for purposes of the stockholder approval rules of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or quoted.

Dividends and Dividend Equivalents

The Compensation Committee may provide a participant as part of a Director Award with dividends, dividend equivalents or similar payments in respect of awards, payable in cash, shares of common stock, other securities, other awards or other property, on a current or deferred basis, on such terms and conditions as may be determined by the Compensation Committee, including, without limitation, payment directly to the participant, withholding of such amounts by the Company subject to vesting of the award or reinvestment in additional shares of common stock, restricted stock or other awards, provided, that no dividends, dividend equivalents or other similar payments will be payable in respect of outstanding Options or SARs.

Clawback/Repayment

All Director Awards will be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (i) any clawback, forfeiture or other similar policy adopted by our Board or the Compensation Committee and as in effect from time to time; and (ii) applicable law. Further, to the extent that the participant receives any amount in excess of the amount that the participant should otherwise have received under the terms of the Director Award for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), the participant will be required to repay any such excess amount to the Company.

Material U.S. Federal Tax Consequences

The following paragraphs are a summary of the material U.S. federal income tax consequences associated with Director Awards granted under the Director Stock Plan. The summary is based on existing U.S. laws and regulations, and there can be no assurance that those laws and regulations will not change in the future. The summary does not purport to be complete and does not discuss the tax consequences upon a participant’s death or the provisions of the income tax laws of any municipality, state or foreign country in which the participant may reside. It is intended that the Director Stock Plan and any awards granted thereunder will comply with, and should be interpreted consistent with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

Nonqualified Stock Options

No income will be recognized by a non-employee director at the time a nonqualified stock option is granted. Ordinary income will be recognized by the non-employee director at the time a nonqualified stock option is exercised, and the amount of such income will be equal to the excess of the fair market value on the exercise date of the shares issued to the director over the exercise price. The Company will generally be entitled to a deduction for federal income tax purposes at such time and in the same amount that the non-employee director is required

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to include in his or her income upon the exercise of a nonqualified stock option. Any additional gain or loss recognized upon later disposition of the shares is capital gain or loss, which may be long-term or short-term capital gain or loss depending on the holding period.

SARs

No taxable income is recognized when a SAR is granted to a non-employee director. Upon exercise, the director will recognize ordinary income in an amount equal to the amount of cash received and the fair market value of any shares of our common stock received. The Company will generally be entitled to a deduction for federal income tax purposes at such time and in the same amount that the non-employee director is required to include in his or her income upon the exercise of a SAR. Any additional gain or loss recognized upon later disposition of any shares received is capital gain or loss, which may be long-term or short-term capital gain or loss depending on the holding period.

Restricted Stock

A non-employee director generally will not have taxable income upon the grant of restricted stock. Instead, the director will recognize ordinary income at the time of vesting equal to the fair market value (on the vesting date) of the shares or cash received minus any amount paid. Under Section 83(b) of the Code, an individual who is granted an award of restricted stock may elect to recognize income on the date of grant rather than the date of vesting in an amount equal to the fair market value of the shares on the date of grant (less the purchase price for such shares, if any). Pursuant to the Director Stock Plan, non-employee directors may not file Section 83(b) elections with respect to restricted stock unless expressly permitted by the terms of the applicable Award Agreement or by action of the Compensation Committee in writing prior to the making of such election. The Company will generally be entitled to a deduction for federal income tax purposes at such time and in the same amount that the non-employee director is required to include in his or her income upon the vesting of the restricted stock. Any additional gain or loss recognized upon later disposition of the shares is capital gain or loss, which may be long-term or short-term capital gain or loss depending on the holding period.

RSUs

A non-employee director generally will not have taxable income upon a grant of RSUs. When the RSUs vest and are settled for cash or shares, the director generally will be required to recognize as income an amount equal to the fair market value of the shares or the amount of cash on the date of settlement, and the Company generally will be allowed a corresponding tax deduction at that time. Any additional gain or loss recognized upon later disposition of any shares received is capital gain or loss, which may be long-term or short-term capital gain or loss depending on the holding period.

Other Equity-Based Awards

In general, a non-employee director who receives other equity-based awards will not be taxed on grant of such award, but instead the fair market value of the cash or common stock received will be taxable as ordinary income on the date that the cash or common stock is received in payment of such award, and the Company generally will be allowed a corresponding tax deduction at that time. Any additional gain or loss recognized upon later disposition of any shares received is capital gain or loss, which may be long-term or short-term capital gain or loss depending on the holding period.

New Plan Benefits

The amounts that may be received under the Director Stock Plan in the future are not determinable, as the Director Stock Plan, as amended and restated, will not be effective unless and until approved by the Company’s stockholders, and such amounts will depend on actions of the Compensation Committee, the performance of the

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Company and the value of the Company’s common stock. For details on the equity compensation grants made to our non-employee directors under the Director Stock Plan in 2020, see “Director Compensation” beginning on page 27.

VOTE REQUIRED

Under our by-laws, approval of the proposal to amend and restate the Director Stock Plan requires the affirmative vote of a majority of all the votes cast. This means that the number of votes cast “FOR” the proposal must exceed the number of votes cast “AGAINST” the proposal. Because stockholder approval for the proposal to amend and restate the Director Stock Plan is required under NYSE rules and because the NYSE treats abstentions as votes cast, abstentions with respect to the proposal to amend and restate the Director Stock Plan will be counted as votes cast and will have the same effect as votes against the proposal, while other shares not voted (whether by broker non-vote or otherwise) will not be counted as votes cast and will have no effect on the result of the vote.

BOARD RECOMMENDATION

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE DIRECTOR STOCK PLAN.

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INTRODUCTION

We are asking stockholders to vote, on an advisory (non-binding) basis, to approve the compensation of our named executive officers, as required by Section 14A of the Exchange Act, and related SEC rules. This non-binding advisory vote is commonly referred to as a “say-on-pay” vote.

The Company has in place a comprehensive executive compensation program. Please refer to the Compensation Discussion and Analysis section of this Proxy Statement for a detailed discussion of the Company’s executive compensation program, practices and philosophy. The Compensation Committee intends to continually monitor executive compensation programs and adopt changes to reflect the dynamic marketplace in which the Company competes for talent, as well as general economic developments affecting executive compensation.

You have the opportunity to vote “for,” “against” or “abstain” from voting on the following resolution relating to executive compensation:

“RESOLVED, that the holders of common stock of Park Hotels & Resorts Inc. approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers as disclosed in the Company’s Proxy Statement, pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and related material disclosed in the Proxy Statement.”

As provided by the Dodd-Frank Act, this vote is advisory, and therefore not binding on the Company, the Board or the Compensation Committee. However, the Board and Compensation Committee value the views of our stockholders and to the extent there is any significant vote against the named executive officer compensation as disclosed in this Proxy Statement, we will consider our stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

VOTE REQUIRED

Under our by-laws, approval of the say-on-pay proposal requires the affirmative vote of a majority of all the votes cast. This means that the number of votes cast “FOR” the proposal must exceed the number of votes cast “AGAINST” the proposal. Abstentions and broker non-votes, if any, are not counted as votes “FOR” or “AGAINST” and will have no effect on the result of this vote.

Our current policy is to provide our stockholders with an opportunity to approve the compensation of our named executive officers each year at the annual meeting of stockholders. Accordingly, we anticipate that the next such vote will occur at the 2022 annual meeting of stockholders.

BOARD RECOMMENDATION

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.

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INTRODUCTION

As an unprecedented worldwide public health and business phenomenon, the COVID-19 pandemic and its ongoing effects have had a significant and unexpected impact on our business. Not surprisingly, the effects of the COVID-19 pandemic have also raised compensation issues and challenges, particularly related to previously granted performance stock units and 2020 corporate performance objectives that were approved prior to the emergence of the pandemic and that determine the level of awards under our short-term incentive program.

In January and February 2020, prior to the implementation of travel restrictions, “stay-at-home” orders and other challenges that we and other lodging and hospitality companies have faced since early March 2020, the Compensation Committee (in this section, the “Committee”) granted equity awards and approved the 2020 corporate performance objectives related to our short-term incentive program generally consistent with prior years, with slight structural modifications described below under “–Compensation Framework—Short-Term Incentive” and “–Compensation Framework—Long-Term Incentive.” Additionally, in recognition of the extraordinary work that was undertaken in connection with the completion of the acquisition of Chesapeake in September 2019, as well as to incentivize the continued work that would be required in order to integrate the addition of the 18¹ newly-acquired hotels into the Company’s portfolio, the Committee approved special one-time equity awards (the “Chesapeake Special Awards”) in February 2020.

Following these early 2020 compensation decisions, the pandemic was upon us, and the world, as well as the Company’s business priorities, rapidly and unexpectedly changed. During the height of the pandemic, operations at 38 of the Company’s 60 hotels were suspended, and there were significant travel restrictions and suspensions of non-essential travel during most of 2020. As a result, the impact of the COVID-19 pandemic had a significant adverse effect on the Company’s performance and financial condition, especially the Company’s stockholder returns, Adjusted EBTIDA, RevPAR and leverage, each of which metrics were intended to compliment various parts of the Company’s overall strategy and business goals and directly determine compensation under the short-term and long-term incentive programs as originally structured. At the same time, the Company’s response to the pandemic required significant attention from management, including related to preserving and increasing liquidity, managing the Company’s suspensions and eventual re-openings of its hotels and developing a COVID-19 corporate response plan. This reality created a disconnect between the extraordinary dedication demonstrated by management and the significantly reduced annual incentive compensation that would result in 2020 under the existing executive compensation program.

Throughout the pandemic, the Committee regularly discussed how to fairly recognize the unexpected but critical shift in management’s focus and management’s achievements to successfully navigate the pandemic thus far and properly incentivize continued extraordinary efforts needed to position the Company for future recovery, while at the same time reflecting the adverse impact of the pandemic on our stockholders and hotel-level employees, consistent with the Company’s pay-for-performance philosophy. The Committee also considered how unprecedented and unforeseen business disruptions resulting from the COVID-19 pandemic was causing performance conditions attached to previously granted performance awards, including the performance conditions related to the performance stock units issued as part of the Chesapeake Special Awards and the performance stock units granted as part of annual awards in 2019 and 2020, to become potentially unattainable based on performance metrics to date. In particular, following the end of 2020, none of the shares underlying the performance stock units granted as part of the Chesapeake Special Awards vested, and the original corporate performance objectives under the short-term incentive program were each below the threshold level required for payment of such awards.

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After multiple discussions and deliberations spanning over many months among Committee members, and with input from FPL, its independent compensation consultant, the Committee agreed that any compensation decisions or modifications must:

In alignment with these principals, the Committee approved the following modifications for fiscal year 2020:

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Except as modified by the additional corporate performance objectives and the granting of the November Performance PSUs, the Company’s compensation structure and program remains unchanged as a result of the COVID-19 pandemic. Specifically, despite the significant effect the pandemic is expected to have on the achievement of performance conditions related to performance awards, the Committee did not modify the terms of any previously-granted equity awards as a result of or in response to the pandemic.

A timeline of actions with respect to 2020 compensation is set forth below:

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2020 NAMED EXECUTIVE OFFICERS

This Compensation Discussion and Analysis (“CD&A”) provides an overview of the compensation for each of Park’s named executive officers (“NEOs”) under the executive compensation programs adopted by the Committee. For fiscal year 2020, our NEOs were:

INDUSTRY AND COMPANY PERFORMANCE HIGHLIGHTS

To date, the global COVID-19 pandemic has caused the worst disruption ever experienced in the lodging and hospitality industry. According to AHLA’s 2021 State of the Hotel Industry report, the impact of COVID-19 on the travel industry to date has been nine times that of the September 11, 2001 terrorist attacks.

During the first quarter of 2020, the Company was on track for another productive year focused on integration of the hotels acquired in its transformative acquisition by merger of Chesapeake and the continuation of its capital recycling strategy with the sale of two hotels in February 2020 for combined gross proceeds of $208 million. Then, during the last three weeks of the first quarter, the pandemic started to adversely impact business as governments around the world implemented stringent measures to help control the spread of the virus, including quarantines, “shelter-in-place” and “stay-at-home” orders, travel restrictions, business curtailments and other measures. As a result, demand for travel declined at a precipitous pace, driving significant reduction in demand for hotel rooms – a demand that remained depressed throughout 2020. At the trough in April 2020, occupancy rates at the Company’s hotels were down 80.9% from pre-pandemic numbers as world-wide traffic halted, and remained down 57.8% in December 2020 as compared to December 2019 occupancy levels.

Management quickly recognized the risk to the Company’s business and immediately focused on reducing costs as quickly as possible and assuring substantial liquidity as well as protecting the safety of its associates by:

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As the year progressed, the Company successfully took further protective actions that resulted in additional achievements, including:

Despite the significant and unprecedented impact of the COVID-19 pandemic, the Company succeeded in implementing health and safety protocols to protect its team, preserving its liquidity and positioning itself for the recovery ahead.

Throughout the pandemic, Park remained focused on its ultimate mission of delivering superior, risk-adjusted returns for stockholders. Since its Spin-off, Park’s total stockholder return has outperformed the median company in the FTSE Nareit Lodging Resorts Index with a market capitalization in excess of $1 billion (see Total Stockholder Return—Spin-off through 2020 chart below). However, as a result on Park’s focus on the group and business transient segments, Park’s relative total stockholder return fell behind the comparable companies (see Total Stockholder Return—2020 chart below). Despite a disappointing 2020, we remain confident that by maintaining our focus on our key priorities, which includes aggressive asset management, prudent capital allocation and the de-leveraging of our balance sheet, we will be able to create sustained, long-term value and returns for our stockholders.

*Source: FactSet data as of December 31, 2020.

For more information on our 2020 results and other related financial measures, see our 2020 Annual Report.

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EXECUTIVE COMPENSATION KEY ATTRIBUTES

Set forth below is a summary of some of the key attributes that define our executive compensation program.

COMPENSATION PROCESS AND PHILOSOPHY

Our executive compensation programs are designed and administered under the direction and control of the Committee. The Committee is comprised solely of independent directors who review and approve our overall executive compensation programs and practices and set the compensation of our executive officers. In determining compensation for our executive officers, other than our Chief Executive Officer, the Committee considers, among other things, the recommendations of our Chief Executive Officer. The Committee is, however, solely responsible for making the final decisions on compensation for the Chief Executive Officer and other executive officers.

The Company’s executive compensation programs strive to achieve the following philosophy, principles and business objectives:

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ROLE OF COMPENSATION CONSULTANT

In 2017, following the Spin-off, the Committee engaged the services of FPL as its independent compensation consultant. FPL provides the Committee with advice and resources to help it assess the effectiveness of the Company’s executive compensation strategy and programs. A representative of FPL typically attends meetings of the Committee and communicates with the Committee Chair between meetings. FPL reports directly to the Committee, and the Committee has the sole power to terminate or replace FPL at any time. The Committee assessed the independence of FPL in 2020 in accordance with the applicable rules of the SEC and the NYSE. After considering the foregoing, the Committee determined that it was appropriate to engage FPL as its independent compensation consultant.

During 2020, FPL did not work for management and did not receive any compensation from the Company other than for its work in advising the Committee.

USE OF PEER GROUP DATA

The Committee uses compensation data compiled from Park’s peer groups of companies for benchmarking purposes. The Committee reviews such data annually. As well, the Committee updates, as necessary and upon recommendation of FPL, the companies in our peer groups. Traditionally, companies compare their compensation practices and performance against the performance of a single group of companies whose business model and industry are relatively similar to those of the company. However, in recognition of the size and complexity of the Company, the Committee, at FPL’s recommendation, determined that it would be appropriate to utilize two peer groups — one for size and one for the lodging industry — in designing and administering the Company’s compensation programs.

In January 2020, the Committee approved the 12-company size-based peer group and the 9-company lodging REIT-based peer group set forth below. The size-based peer group took into account comparability in size in terms of market/total capitalization and similar revenue streams (i.e., generally real estate businesses with short-term “lease/rental” durations). The lodging REIT-based peer group includes REITs with a strategic focus on hotel assets. The Committee expects to continue to annually review the composition of our peer groups and make changes when appropriate.

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The size-based peer group has been utilized in designing pay programs calculated to attract and retain key employees in recognition of the greater responsibilities involved in managing a company of our size and complexity. The lodging REIT-based peer group has been utilized to assess Company executive compensation practices against other lodging REITs. We believe the peer group companies represent the size and industry with which we currently compete for executive talent. The peer group companies also include many of our principal business peers.

FPL’s benchmarking compared the compensation of our executive officers based on base salary and total target compensation (including base salary, target short-term annual incentive compensation and an annualized long-term incentive compensation) with that of executive officers of similar titles and job roles across the peer companies. The Committee considered and expects to continue to consider the amount and mix of base and variable compensation by referencing, for each executive officer position, the prevalence of each element and the level of compensation that is provided in the market based on FPL’s comparison analysis.

In January 2021, the Committee again reviewed the composition of our size-based peer group and our lodging REIT-based peer group. Based on the recommendation of FPL, the Committee approved replacing Apartment Investment and Management Company with its recently spun-off real estate company, Apartment Income REIT Corp., in the size-based peer group. Additionally, the Committee approved the inclusion of Summit Hotel Properties, Inc. to replace Chesapeake in the lodging REIT-based peer group due to the acquisition of Chesapeake by Park in September 2019.

ROLE OF EXECUTIVES

The Committee believes management input is important to the overall effectiveness of the Company’s executive compensation programs. The Committee believes the advice of an independent compensation consultant should be combined with management input and the business judgment of the Committee members to arrive at a proper alignment of our compensation philosophy, principles and business objectives.

The Chief Executive Officer, the General Counsel, the Executive Vice President and Chief Financial Officer and the Executive Vice President, Human Resources are the officers of the Company who interact most closely with the Committee. These individuals work with the Committee to provide their perspective on aligning executive compensation strategies with our business objectives. When determining compensation for our executive officers, other than the Chief Executive Officer, the Committee considered individual performance as summarized and assessed by the Chief Executive Officer. The performance of the Chief Executive Officer is assessed directly by the Committee in executive session without the Chief Executive Officer present.

SAY-ON-PAY

In 2020, we provided our stockholders with an advisory (non-binding) vote on our executive compensation program (a “say-on-pay” vote). At our 2020 annual meeting of stockholders, approximately 96% of the votes cast approved our advisory vote on executive compensation. As illustrated in the chart below, this 2020 say-on-pay result continues the Company’s history of strong stockholder say-on-pay support since the Spin-off.

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After considering our 2020 say-on-pay voting results and the advice from our compensation consultant, the Committee determined that it was appropriate to maintain the overall core design of our executive compensation program and, therefore, did not make any changes to the Company’s executive compensation program in response to the 2020 say-on-pay voting results. The Committee expects to consider future annual say-on-pay votes and investor feedback when making decisions relating to our executive compensation program, policies and practices.

COMPENSATION FRAMEWORK

The primary components of our executive compensation program, which was modified in fiscal year 2020 as described further below under “—Short-Term Incentive” and “—Long-Term Incentive,” are base salary, short-term incentive compensation (cash) and long-term incentive compensation (equity). These components are described in more detail below.

The following charts illustrate the mix between the compensation elements (base salary, annual short-term incentive in the form of cash and annual long-term incentive in the form of RSAs and PSUs) for our Chief Executive Officer and the average of our other NEOs, in each case based on target levels of compensation. In respect to our Chief Executive Officer, the following chart includes Mr. Baltimore’s Committee approved base salary prior to his waiver of his salary in response to the impact of COVID-19. Consistent with our compensation philosophy, approximately 87.5% of our Chief Executive Officer’s compensation was performance-based or at risk and approximately 75.2% of the average compensation of our other NEOs was performance-based or at risk. The below charts exclude the impact of the one-time Chesapeake Special Awards and November Performance PSUs, each of which were performance-based and/or at risk and, if included, would increase the percentage of the performance-based and/or at risk portion of compensation to 92.9% for our CEO and 85.1% for our other NEOs.

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Base Salary

Structure

The base salary payable to each executive officer provides a fixed component of compensation that reflects the executive’s position and responsibilities. Base salary levels are intended to be comparable with the competitive market, as determined by the Committee in its judgment, but are not targeted to specific market levels. The Committee expects to review base salaries annually and may make adjustments to better match competitive market levels or to recognize an executive’s professional growth and development or increased responsibilities.

2020 Actual Base Salaries

For fiscal year 2020, the Committee reviewed and approved the base salaries shown below:

On account of the COVID-19 pandemic, Mr. Baltimore waived his base salary beginning in April 2020 for the remainder of the fiscal year 2020 (excluding the minimum amount of salary that is required to be paid under applicable laws and after applicable taxes and pre- and post-tax amounts required to be contributed to the Company’s benefit plans). The $431,504 of Mr. Baltimore’s waived base salary was used for the benefit of property-level employees negatively impacted as a result of the COVID-19 pandemic.

Short-Term Incentive

Structure

The Company’s executive short-term incentive program (the “STIP”) is designed to reward Company executives designated at the level of senior vice president and above based on our Company’s overall performance and the individual’s contribution to that performance. Pursuant to the STIP, each fiscal year, the Committee will determine a target bonus (the “Target Bonus”) for each participant who is a member of the Company’s executive committee or is subject to Section 16 of the Exchange Act. Under the terms of the STIP (as amended) and unless otherwise determined by the Committee, the threshold, target and maximum amounts of the Chief Executive Officer’s bonus under the 2020 STIP were 87.5%, 175% and 350%, respectively (increased in February 2020 from 75%, 150% and 225%, respectively, of his base salary (with the Committee having discretion to set a higher

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maximum amount) in the previous year), of his base salary (with the Committee having discretion to set a higher threshold amount and continuing to have discretion to set a higher maximum amount). The Committee determined that these modifications were advisable in order to give Mr. Baltimore, whose employment agreement renews on a year to year basis, a bonus opportunity commensurate with executives at companies of similar size and complexity.

In addition, the STIP (as amended) provides that the Target Bonus for each other participant (other than the Chief Executive Officer) is up to 75% (for officers at the senior vice president level) or up to 100% (for officers at the executive vice president level) of his or her base salary, with the actual bonus range that may be earned by each participant being determined by the Committee each fiscal year.

Annual STIP bonuses will be earned based on the achievement of both individual and Company performance objectives each fiscal year, as follows: (i) 25% (for officers at the senior vice president level), 20% (for officers at the executive vice president level) or 10% (for the Chief Executive Officer) of the bonus will be earned based on the achievement of individual performance objectives; and (ii) the remainder of the bonus will be earned based on the achievement of corporate performance objectives determined by the Committee at the beginning of such fiscal year. Individual objectives will be approved and scored by the Committee for the Chief Executive Officer and by the immediate supervisor for each other participant (with the Chief Executive Officer having the authority to revise any individual objectives or the scoring of such objectives for participants for whom the Chief Executive Officer is not the immediate supervisor). Corporate objectives will be approved and scored by the Committee.

Generally, to receive an award, participants must be employed by the Company through December 31 of the relevant fiscal year. Notwithstanding the foregoing, in the event of a participant’s termination of employment (other than with respect to Mr. Baltimore whose payments upon termination of employment are set forth pursuant to the terms of his Executive Employment Agreement with the Company, dated April 26, 2016 (the “CEO Employment Agreement”)) prior to December 31 of the relevant fiscal year (i) due to death or “disability” (as defined in the Company’s 2017 Omnibus Incentive Plan), the participant will receive a bonus for such fiscal year based on achievement of target performance but prorated for the actual days worked during such year, or (ii) due to “retirement” (as defined in the STIP), the participant will receive a bonus for such fiscal year based on actual achievement but prorated for the actual days worked during such year. In the event of a participant’s termination of employment by the Company for “cause” (as defined in the Company’s 2017 Omnibus Incentive Plan) following the end of the relevant fiscal year but prior to the payment of STIP bonuses for such fiscal year, the participant will forfeit his or her right to receive an annual STIP bonus for such fiscal year.

2020 Company Performance Objectives

In February 2020, the Committee adopted 2020 corporate performance objectives (the “Pre-Pandemic Performance Objectives”) pursuant to the STIP following a review of the Company’s 2020 annual budget. The Committee also assigned each performance objective a relevant weighting. The Committee selected the specific performance objectives because they complement various parts of the Company’s overall strategy and business goals as explained further below –

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The weightings of the Pre-Pandemic Performance Objectives and the threshold, target and high levels for such objectives are set forth in the table below.

During 2020, the Committee evaluated the impacts of COVID-19 on the Company’s 2020 compensation program, including the 2020 STIP, and the relevance of the Pre-Pandemic Performance Objectives in measuring the Company’s overall performance and management’s contribution to that performance. The Committee recognized that early in 2020 management’s focus shifted to navigating and weathering the pandemic’s impact on the Company and its business and positioning the Company for success in the anticipated recovery. As a result, the Committee determined that management’s priorities following the onset of the COVID-19 pandemic of (i) preserving and increasing liquidity; (ii) managing the Company’s suspension and eventual re-opening of its hotels; and (iii) developing a COVID-19 corporate response plan were not contemplated as goals at the time that the Committee approved the Pre-Pandemic Performance Objectives in February 2020 and that the Pre-Pandemic Performance Objectives would not properly motivate the Company’s executives to achieve these new short-term priorities

Beginning in March 2020, the Committee with the assistance of FPL, began developing additional 2020 corporate performance objectives (the “Additional Performance Objectives”) intended to better align with the Company’s short-term management priorities as a result of the COVID-19 pandemic, as explained further below –

During the Committee’s continued deliberation on the structure of the Additional Performance Objectives, the Company’s executive officers, including each of the NEOs, were advised that Additional Performance Objectives were being considered and were kept informed as these Additional Performance Objectives began to take shape.

The Additional Performance Objectives were formally approved by the Committee in January 2021. The Committee concluded that, for the purpose of Annual STIP bonuses, the final 2020 corporate performance objectives would be calculated as follows: (i) the Pre-Pandemic Performance Objectives would be collectively weighted 50% and (ii) the Additional Performance Objectives would be collectively weighted 50%.

As a result of the ongoing, negative impact of the COVID-19 pandemic, the Committee recognized that the Company’s results for fiscal year 2020 in relation to each of the Pre-Pandemic Performance Objectives was

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below threshold levels, resulting in zero payout in respect of the 50% of the corporate performance objectives determined by the Pre-Pandemic Performance Objectives. For the Additional Performance Objectives, the Committee recognized that the Company achieved target level, resulting in 100% of the target earned in respect of the 50% of the corporate performance objective determined by the Additional Performance Objectives.

2020 Target STIP Awards

In February 2020, the Committee approved a Target Bonus for fiscal year 2020 for Mr. Baltimore of 175% of his base salary, with his bonus range being set at 87.5% to 350% of his base salary. The Committee also approved 2020 Target Bonuses of 100% of base salary (with bonus ranges of 50% to 200% of base salary) for each of Messrs. Dell’Orto, Mayfield and Morey and Ms. Olander. As Mr. Sparks departed from the Company in January 2020, prior to the Committee’s approval of Target Bonuses for fiscal year 2020, he was not eligible for a 2020 STIP bonus and is not included in the chart below. The chart below sets forth the actual STIP bonus opportunity in dollars for each NEO at the threshold, target and high level for fiscal year 2020:

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2020 Actual STIP Awards

In February 2020, the Committee determined individual performance objectives for Mr. Baltimore. Thereafter, individual performance goals for each other executive officer (excluding Mr. Sparks who was no longer with the Company) were determined by Mr. Baltimore. At the beginning of 2021, Mr. Baltimore reviewed and determined such NEO’s individual performance score. In February 2021, the Committee discussed and determined Mr. Baltimore’s individual performance score. Based on these individual performance scores and the achievement of the corporate performance objectives set forth above, the Committee approved the following 2020 actual STIP awards:

Long-Term Incentive

Structure

The Company’s executive long-term incentive program (the “LTIP”) is intended to focus our executive officers and other eligible employees on, and reward them for, achieving our long-term goals and enhancing stockholder value. In addition to the Target Bonus determined pursuant to the STIP, each fiscal year, the Committee will also determine an aggregate target value (the “Aggregate Target Value”) under the LTIP for each participant. The LTIP was modified in February 2020, prior to the onset of the COVID-19 pandemic, such that, unless otherwise determined by the Committee, the Aggregate Target Value for the Chief Executive Officer with respect to grants under the 2020 LTIP will be at least $5,250,000 (increased from $3,500,000 in the previous year), with 40% of the LTIP award granted in shares of restricted stock (“RSAs”) and 60% granted in performance-based restricted stock units (“PSUs”) (changed from 50% each of RSAs and PSUs in previous years). The Committee determined that the February 2020 modification was advisable as it increased the pay-for-performance component of the Chief Executive Officer’s LTIP Award, creating even greater alignment between his compensation and the financial stability of the Company. Additionally, the modification provided Mr. Baltimore with an Aggregate Target Value commensurate with executives at companies of similar size and complexity.

In addition, the LTIP provides that the Aggregate Target Value of each other participant (other than the Chief Executive Officer) who is a member of the Company’s executive committee or is subject to Section 16 of the Exchange Act may be up to 100% (for officers at the senior vice president level) or up to 275% (for officers at the executive vice president level) of his or her base salary, with (i) 50% of the value being granted in the form of a time-based awards consisting of RSAs and (ii) 50% of the value being granted in the form of a performance-based awards consisting of PSUs.

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The illustration below sets forth the structure of our LTIP in fiscal year 2020:

The terms of each RSA award and PSU award are described below.

In the event of a participant’s termination of employment (i) without cause, due to retirement or due to death or disability, a prorated amount of the PSUs will vest based on the actual days worked during the Performance Period (and calculated based on actual performance through the end of the Performance Period) and (ii) without cause within 12 months following a change in control, the PSUs will vest based on actual performance through the end of the Performance Period and will not be prorated based on actual days worked during the Performance Period, provided that if the PSUs are not substituted or assumed following a change in control, then the PSUs will vest on the day immediately prior to the consummation of such change in control based on actual performance through such day. With respect

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to the Chief Executive Officer’s PSU awards, the vesting upon termination of employment will be as set forth in the CEO Employment Agreement, as described below. After the end of the Performance Period once the Committee has determined total stockholder return performance and the actual number of PSUs that have vested based on such performance, participants will receive accrued dividends on the shares underlying the vested PSUs based on each regular cash dividend declared on the Company’s common stock during the Performance Period.

2020 Target LTIP Awards

The following table presents the dollar value of the LTIP awards granted to each NEO in February 2020, including the specific threshold, target and high PSU opportunities for each NEO and the value of the RSAs granted in 2020. PSU awards are denominated in units that convert into shares of our common stock upon vesting (rather than being denominated as a dollar value). As a result, the actual value received by the NEO upon vesting will take into account the value of our common stock at such time. Mr. Sparks separated from the Company in January 2020, prior to the Committee’s approval of LTIP awards for fiscal year 2020 and therefore he is not included in the chart below.

2020 Vesting of Previously-Granted PSUs Pursuant to Annual LTIP Awards

The performance period of the following tranches of previously granted PSU awards ended in 2020:

The number of shares that each NEO earned in relation to each of the above vesting of awards is set forth below in Footnote 1 to the “Stock Awards” column of the table entitled “Compensation Tables—2020 Option Exercises and Stock Vested.”

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The PSU awards granted as a component of the annual LTIP awards in fiscal years 2019 and 2020 are currently projecting achievement at the below-threshold level which would result in no shares vesting.

Special One-Time Chesapeake Awards

For 2020 only and to incentivize further growth of the Company in connection with the implementation of the Chesapeake acquisition, the Committee approved a special one-time Chesapeake Special Award in February 2020 for each executive officer. As discussed below and as a result of the disruptions caused by the COVID-19 pandemic, after completion of the performance period, the PSU portion of the Chesapeake Special Awards did not vest. In determining to grant this special equity award, the Committee considered the economic benefit that the Company expects to realize from the successful implementation of the acquisition. The key components of the Chesapeake Special Awards are set forth below and were established by the Committee to drive future performance arising from the acquisition of Chesapeake.

Messrs. Baltimore, Dell’Orto, Mayfield and Morey and Ms. Olander each received a Chesapeake Special Award with a target value of (i) $2,000,000 for Mr. Baltimore; (ii) $666,666 for Mr. Dell’Orto; (iii) $633,333 for Mr. Mayfield; (iv) $666,666 for Mr. Morey; and (v) $400,000 for Ms. Olander. Each Chesapeake Special Award was allocated to each recipient such that (i) 50% of such value was delivered in RSAs (the “Chesapeake Special RSAs”) that vest in full on the third anniversary of the applicable grant date, subject to the recipient’s continued employment with the Company through such vesting date, and (ii) 50% of such value was delivered in PSUs (the “Chesapeake Special PSUs”) that were to vest, if at all, based on the achievement of the following two performance goals and subject to the recipient’s continued employment with the Company through December 31, 2020:

with the number of Chesapeake Special PSUs to vest being (i) zero percent of the target Chesapeake Special PSU award (if neither of the performance goals were achieved), (ii) 100% of the target Chesapeake Special PSU award (if either, but not both, of the two performance goals were achieved) or (iii) 200% of the target Chesapeake Special PSU award (if both of the performance goals were achieved).

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The illustration below sets forth the structure of the Chesapeake Special Awards granted in fiscal year 2020:

Each award of Chesapeake Special PSUs was subject to a two-year transfer restriction such that any shares of the Company’s common stock that were to be issued to an executive pursuant to a vested award of Chesapeake Special PSUs would not be transferable by the executive prior to January 1, 2023, other than by will or by the laws of descent and distribution. The Chesapeake Special Awards otherwise generally have substantially similar terms as the regular annual RSA awards and PSU awards described above.

At the end of fiscal year 2020, neither of the two performance goals related to the vesting of the Chesapeake Special PSUs was achieved. As a result, none of the target Chesapeake Special PSUs vested.

Special One-Time November Performance Awards

In order to incentivize reward recipients’ continued efforts to improve the Company’s performance to pre-COVID-19 levels and encourage retention, the Committee approved, on November 7, 2020, a special one-time award of PSUs (the “November Performance PSUs”) to each executive officer and certain other employees. In particular, the Committee determined that the motivational and retention aspects of the Company’s outstanding equity compensation awards, which vest based on the achievement of performance metrics that were interrupted due to the unprecedented impact of the COVID-19 pandemic on the lodging industry, were expected to be significantly diminished, despite the significant efforts and operational achievements of management to mitigate the effect of the COVID-19 pandemic on the Company. The Committee believed that conditioning the vesting of the November Performance PSUs on increasing the Company’s stock price over a four-year period, as described in more detail below, properly aligns management with the long-term objectives of stockholders.

Messrs. Baltimore, Dell’Orto, Mayfield and Morey and Ms. Olander each received an award of November Performance PSUs with a maximum value of (i) $11,224,000 for Mr. Baltimore; (ii) $2,750,000 for Mr. Dell’Orto; (iii) $1,662,500 for Mr. Mayfield; (iv) $2,200,000 for Mr. Morey; and (v) $600,000 for

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Ms. Olander. The maximum number of November Performance PSUs granted to Mr. Baltimore was determined based on the sum of (i)(A) 2.0x his aggregate target amount for fiscal year 2020 under the LTIP divided by (B) $25.00, and (ii)(A) the amount of base salary (prior to deductions for insurance benefits and taxes) that he voluntarily waived for calendar year 2020 divided by (B) the closing sales price of the Company’s common stock reported on the NYSE on November 6, 2020 (which was the last trading day preceding the grant date of the November Performance PSUs), in each case rounded down to the nearest whole unit. The maximum number of November Performance PSUs granted to each of Messrs. Dell’Orto, Mayfield and Morey and Ms. Olander was determined based on (x) 2.0x the NEO’s aggregate target amount for fiscal year 2020 under the LTIP divided by (y) $25.00, rounded down to the nearest whole unit.

Each award of November Performance PSUs will vest based on the Company’s achievement of eight share price targets during the period commencing on the grant date and ending on the fourth anniversary of the grant date (the “November Award Performance Period”). Specifically, a number of November Performance PSUs equal to one-eighth of the target value of the November Performance PSUs, rounded up to the nearest whole unit, will vest on each date on which the average closing sales price of a share of the Company’s common stock as reported on the NYSE over a consecutive 20 trading day period is equal to or greater than one of the following eight share price targets, subject to the executive’s continued employment with the Company through the applicable vesting date (except as described below): $11.00, $13.00, $15.00, $17.00, $19.00, $21.00, $23.00 and $25.00. No more than one vesting event may occur with respect to each share price target and no more than 100% of the maximum amount may vest. Any portion of the November Performance PSUs that vests will be paid out in shares of the Company’s common stock as soon as practicable following the applicable vesting date. Any portion of the November Performance PSUs that remains unvested as of the fourth anniversary of the November 2020 grant date will be forfeited. The executives will receive accrued dividend equivalents, if and to the extent dividends on the Company’s common stock are declared and paid, with respect to the number of November Performance PSUs that vest, which will be paid to the executive in cash only if and when such PSUs vest. As of December 31, 2020, the first four tranches of the November Performance PSUs had vested.

2021 STIP COMPENSATION ACTIONS

In light of the continued uncertainty caused by the COVID-19 pandemic, including its impact on the Company’s business and near-term priorities in 2021, the Committee, with the assistance of FPL, began discussing in late 2020 the Company’s 2021 corporate performance objectives under the STIP. In February 2021, the Committee determined that the component of the 2021 STIP bonus related to the Company’s corporate performance objectives should continue to be based on the Company’s near-term strategic priorities to address the effects of the COVID-19 pandemic in a way that appropriately align interests of the Company’s executives with stockholders. The Committee determined that 50% of the Company performance objectives under the 2021 STIP bonus should be based on metrics related to the following objectives: maintaining liquidity and reducing cash burn over time, strengthening the Company’s balance sheet and developing and implementing initiatives for the Company to be successful when the lodging and hospitality industry beings to recover. The Committee also determined to continue to evaluate the COVID-19 pandemic and the Company’s performance during 2021 and select metrics with respect to the remaining 50% of the 2021 STIP Company performance objectives later in the calendar year when the Company and the Committee have greater visibility into the timing and trajectory of the recovery.

CEO EMPLOYMENT AGREEMENT

We have an employment agreement with our Chief Executive Officer, pursuant to which he is entitled to receive severance benefits in connection with certain terminations of employment and we are provided with the protections of certain restrictive covenants. The material terms of this agreement are described below in the section entitled “Compensation Tables—Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table—CEO Employment Agreement.”

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OTHER COMPENSATION PROGRAM ELEMENTS

Other Benefits and Perquisites

We maintain medical and dental insurance, accidental death insurance and disability insurance for all of our employees. Executives are generally eligible to participate in the same welfare benefit plans as our other employees. However, in fiscal year 2020, the Company adopted a new flexible paid time off policy applicable to the Company’s executive committee members (exclusive of Mr. Baltimore whose paid time off arrangements are set forth in his CEO Employment Agreement) that sets no specific limit for paid time off, resulting in paid time off no longer being accrued for such officers.

Additionally, our executives may participate in hotel operator-sponsored arrangements and programs, which depending on the hotel operator’s program may include discounted rates, guaranteed room access, room upgrades, a dedicated reservation line and discounted food and beverage. We also provide our executive officers with the opportunity for an annual physical examination at our expense. We also may pay for or reimburse our executives for insurance covering losses they may suffer as a result of their service as Company executives.

Severance Benefits

In April 2017, the Committee adopted and approved the Park Hotels & Resorts Inc. Executive Severance Plan (the “Executive Severance Plan”) for employees of the Company at the level of senior vice president and above designated for participation by the Committee. Each of the NEOs has been designated by the Committee as a participant of the Executive Severance Plan, other than the Chief Executive Officer whose severance arrangements are governed by the terms of the CEO Employment Agreement. For a further description of the Chief Executive Officer’s severance and change in control terms, see the discussion under the caption “Compensation Tables—Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table—CEO Employment Agreement.”

The Executive Severance Plan sets forth the terms for payment of severance and other benefits to participants in the event of a termination of employment with the Company under certain circumstances. In the event of a termination of employment “without cause” (other than due to death or disability) or for “good reason” (each as defined in the Executive Severance Plan), the participant is entitled to the following payments and benefits:

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Receipt of all severance payments and benefits under the Executive Severance Plan is contingent upon the NEO complying with various requirements, including non-solicitation and non-competition obligations to the Company (which apply for a period of twelve-months following the NEO’s termination of employment) and the NEO’s timely execution and delivery to the Company of an effective release of claims. Subject to certain exceptions, the Company shall pay or commence providing all severance benefits within 10 days following the effectiveness of the required release of claim.

In connection with Mr. Sparks’ termination of employment on January 15, 2020, he was entitled to receive severance payments and benefits under the Executive Severance Plan for an employee who was an executive vice president and whose employment is terminated by the Company without cause, subject to the terms and conditions of the Executive Severance Plan. For more information regarding the value of cash and other severance received by Mr. Sparks, see “Compensation Tables—2020 Summary Compensation Table” and “—Potential Payments Upon Termination or Change in Control.”

Stock Ownership Policy

Our minimum stock ownership guidelines require each executive officer to maintain equity investment in the Company based upon a multiple (six times, in the case of the Chief Executive Officer, and three times, in the case of all other executive officers) of his or her base salary. For purposes of this requirement, an executive officer’s holdings include shares held directly or indirectly, individually or jointly; shares underlying unvested time-vesting restricted stock; and shares held under a deferral or similar plan. Each executive officer is expected to meet this ownership requirement within five years of the later of (a) February 23, 2017 (i.e., the date on which the Company made its first broad-based equity incentive grants following the Spin-off) or (b) the date he or she first becomes subject to this stock ownership policy.

Clawback Policy

We have adopted an incentive compensation clawback policy, which allows the Company to recover annual and/or long-term incentive compensation in specified situations. If the Committee determines that incentive compensation of our current and former officers subject to reporting under Section 16 of the Exchange Act or any other employee designated by the Board or the Committee was overpaid, in whole or in part, as a result of a restatement of the reported financial results of the Company or any of its segments due to material non-compliance with financial reporting requirements (unless due to a change in accounting policy or applicable law) caused or contributed to by such employee’s fraud, willful misconduct or gross negligence, the Committee will review the incentive compensation paid, granted, vested or accrued based on the prior inaccurate results and determine whether to seek recovery of any excess incentive compensation paid or earned as a result of such inaccurate results.

No Pledging Policy

The Company maintains a policy that prohibits independent directors and executive officers from purchasing any Company securities on margin, borrowing against Company securities held in margin accounts or pledging Company securities as collateral for a loan.

No Hedging Policy

The Company maintains a policy that prohibits directors and executive officers from completing any short sales of Company securities or from purchases or sales of puts, calls or other derivative instruments or securities based on the Company’s securities.

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Tax Implication on Executive Compensation

Section 162(m) of the Code (“Section 162(m)”) generally limits the deductibility of annual compensation over $1 million for any of the Company’s “covered employees,” which includes the Company’s principal executive officer, principal financial officer, the three other most highly paid officers and any officer that was a “covered employee” for any preceding taxable year beginning after December 31, 2016. The Committee believes it is appropriate to retain the flexibility to authorize payments of compensation that may not qualify for deductibility under Section 162(m) if, in the Committee’s judgment, it is in the Company’s best interest to do so. Accordingly, the Committee has awarded, and may continue to award, compensation as it considers appropriate that does not qualify for deductibility under Section 162(m).

COMPENSATION RISK REVIEW

The Committee reviewed and considered risks arising from the Company’s compensation policies and practices for its employees. This review included consideration of the following specific elements of the Company’s executive compensation policies and procedures: