rhp_Ex27


		
			Exhibit 10.27
		

		
			Ryman Hospitality Properties, Inc. (the “Company”)
		

		
			Summary of Director and Executive Officer Compensation
		

		
			 
		

			
					
						I.

					
					
						Director Compensation. Directors who are employees of the Company do not receive additional compensation for serving as directors of the Company. The following table sets forth current rates of cash compensation for the Company’s non-employee directors.

				



		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Retainer

					
					
						  

					
					
						2019

					
					
						 

				
	
					
						Board retainer

					
					
						  

					
					
						$

					
65,000
					
					
						  

				
	
					
						Lead Non-Management Director retainer

					
					
						  

					
					
						$

					
30,000
					
					
						  

				
	
					
						Audit chair retainer

					
					
						  

					
					
						$

					
25,000
					
					
						  

				
	
					
						Human Resources chair retainer

					
					
						  

					
					
						$

					
20,000
					
					
						  

				
	
					
						Nominating and Corporate Governance chair retainer

					
					
						  

					
					
						$

					
15,000
					
					
						  

				
	
					
						Audit member retainer

					
					
						  

					
					
						$

					
10,000
					
					
						  

				
	
					
						Human Resources member retainer

					
					
						  

					
					
						$

					
10,000
					
					
						  

				
	
					
						Nominating member retainer

					
					
						  

					
					
						$

					
7,500
					
					
						  

				



		
			Non-employee directors may elect payment in cash or may defer this portion of their compensation and receive restricted stock units pursuant to the Company’s 2016 Omnibus Incentive Plan with a value equal to the fees, based on the fair market value of the Company’s common stock on the date of issuance. Such restricted stock units will be deferred until a specified date or the end of the director’s service on the Board of Directors. All directors are reimbursed for expenses incurred in attending meetings.
		

		
			In addition, as of the date of our board meeting following our annual meeting of stockholders, each non-employee director will receive an annual grant of restricted stock units having a dollar value of $95,000, based on the fair market value of the Company’s common stock on the date of grant. The restricted stock units vest fully on the first anniversary of the date of grant, pursuant to the Company’s 2016 Omnibus Incentive Plan, unless deferred by the director until either a specified date or the end of the director’s service on the Board of Directors. Directors will not receive fees for attending meetings.
		

		
			 
		

			
					
						The following table sets forth the 2019 annual base salaries and the fiscal 2018 short-term cash incentive compensation provided to the Company’s Chief Executive Officer, the Company’s Chief Financial Officer and the three other most highly compensated executive officers to be named in the Company’s proxy statement to be filed in connection with the 2019 annual meeting of stockholders (the “Named Executive Officers”).

				



		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						  

					
					
						2019 Salary

					
					
						 

					
					
						  

					
					
						Fiscal 2018
Bonus Amount

					
					
						 

				
	
					
						Colin Reed

					
					
						  

					
					
						$

					
1,000,000
					
					
						 

					
					
						  

					
					
						$

					
1,500,000
					
					
						 

				
	
					
						Mark Fioravanti

					
					
						  

					
					
						$

					
546,400
					
					
						 

					
					
						  

					
					
						$

					
680,000
					
					
						 

				
	
					
						Bennett Westbrook

					
					
						  

					
					
						$

					
409,800
					
					
						 

					
					
						  

					
					
						$

					
410,000
					
					
						 

				
	
					
						Patrick Chaffin

					
					
						  

					
					
						$

					
360,000
					
					
						 

					
					
						  

					
					
						$

					
370,000
					
					
						 

				
	
					
						Scott Lynn

					
					
						  

					
					
						$

					
361,700
					
					
						 

					
					
						  

					
					
						$

					
355,000
					
					
						 

				



		
			Bonus Amounts were paid pursuant to the Company’s short-term cash incentive compensation program under the Company’s Amended and Restated 2006 Omnibus Incentive Plan. In addition, certain performance-based restricted stock unit awards under the Company’s Amended and Restated 2006 Omnibus Incentive Plan with 


		 


 


respect to performance periods ended December 31, 2018 will vest on March 15, 2019, as will be reflected in Form 4 filings to be made with the SEC.
		

		
			The following table sets forth the fiscal 2019 bonus targets as a percentage of 2019 base salary set for the Named Executive Officers:
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						  

					
					
						Threshold

					
					
						 

					
					
						 

					
					
						Target

					
					
						 

					
					
						 

					
					
						Maximum

					
					
						 

				
	
					
						Colin V. Reed

					
					
						  

					
					
						 

					
75
					
					
						% 

					
					
						 

					
					
						 

					
150
					
					
						% 

					
					
						 

					
					
						 

					
300
					
					
						% 

				
	
					
						Mark Fioravanti

					
					
						  

					
					
						 

					
62.5
					
					
						% 

					
					
						 

					
					
						 

					
125
					
					
						% 

					
					
						 

					
					
						 

					
250
					
					
						% 

				
	
					
						Bennett Westbrook

					
					
						  

					
					
						 

					
50
					
					
						% 

					
					
						 

					
					
						 

					
100
					
					
						% 

					
					
						 

					
					
						 

					
200
					
					
						% 

				
	
					
						Patrick Chaffin

					
					
						  

					
					
						 

					
50
					
					
						% 

					
					
						 

					
					
						 

					
100
					
					
						% 

					
					
						 

					
					
						 

					
200
					
					
						% 

				
	
					
						Scott Lynn

					
					
						  

					
					
						 

					
50
					
					
						% 

					
					
						 

					
					
						 

					
100
					
					
						% 

					
					
						 

					
					
						 

					
200
					
					
						% 

				



		
			The fiscal 2019 bonuses will be determined based upon the achievement of certain goals and Company performance criteria, and if earned, will be paid pursuant to the Company’s cash bonus program under the Company’s 2016 Omnibus Incentive Plan.
		

		
			The Named Executive Officers also receive long-term incentive awards, as discussed below, pursuant to the Company’s stockholder-approved equity incentive plans.
		

		
			On February 21, 2019, the Named Executive Officers were granted the following awards of time-based vesting restricted stock units (vesting ratably over four years beginning on March 15, 2020) and the following awards of performance-vesting restricted stock units for the 2019-2021 performance period (of which up to 150% will vest on March 15, 2022 based on the achievement of designated financial goals), pursuant to the Company’s 2016 Omnibus Incentive Plan.
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						  

					
					
						Time-Based
RSUs

					
					
						 

					
					
						  

					
					
						Performance-Based
RSUs

					
					
						 

				
	
					
						Colin V. Reed

					
					
						  

					
					
						 

					
15,000
					
					
						  

					
					
						  

					
					
						 

					
15,000
					
					
						  

				
	
					
						Mark Fioravanti

					
					
						  

					
					
						 

					
5,000
					
					
						  

					
					
						  

					
					
						 

					
5,000
					
					
						  

				
	
					
						Bennett Westbrook

					
					
						  

					
					
						 

					
2,500
					
					
						  

					
					
						  

					
					
						 

					
2,500
					
					
						  

				
	
					
						Patrick Chaffin

					
					
						  

					
					
						 

					
2,500
					
					
						  

					
					
						  

					
					
						 

					
2,500
					
					
						  

				
	
					
						Scott Lynn

					
					
						  

					
					
						 

					
2,500
					
					
						  

					
					
						  

					
					
						 

					
2,500
					
					
						 

				



		
			 
		

			
					
						III.

					
					
						Additional Information. The foregoing information is summary in nature. Additional information regarding the compensation of directors and named executive officers may be provided in the Company’s filings with the SEC, including the proxy statement to be filed in connection with the 2019 annual meeting of stockholders.