Wyndham Hotels & Resorts (WH) Proxy Filing summary

Executive summary

• 2024 saw record system-wide room growth of 3.6% and a 5% increase in the global development pipeline to 252,000 rooms, with a record-high global franchisee retention rate of 95.7%.

• Opened over 500 hotels, expanded in key markets, and launched Wyndham Connect, a guest engagement platform leveraging technology for personalized experiences and operational efficiency.

• Achieved diluted EPS of $3.61, adjusted EPS of $4.33, net income of $289M, adjusted net income of $347M, and adjusted EBITDA of $694M.

• Returned $430M to shareholders in 2024 through $122M in dividends and $308M in stock repurchases.

• Recognized among Newsweek’s “America’s Most Loved Workplaces” and Ethisphere’s “World’s Most Ethical Companies” for 2025.

Voting matters and shareholder proposals

• Election of eight directors for terms expiring at the 2026 annual meeting.

• Advisory vote to approve executive compensation (say-on-pay).

• Advisory vote on the frequency of the say-on-pay vote, with the board recommending an annual vote.

• Ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2025.

• Board recommends voting FOR all director nominees, FOR executive compensation, FOR annual say-on-pay, and FOR auditor ratification.

Board of directors and corporate governance

• Board consists of eight members, six of whom are independent; all directors stand for annual election.

• Board committees: Audit, Compensation, Corporate Governance, and Executive; all committee members are independent.

• Board leadership structure separates Chair and CEO roles; independent Lead Director provides additional oversight.

• Board and management engaged with stockholders representing 74% of outstanding shares in 2024.

• Corporate Governance Guidelines and Director Independence Criteria exceed NYSE standards.