2017 Director Compensation Table

The following table describes compensation we paid our non-management Directors for 2017.

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, executive officers, and persons who own more than 10% of our common stock to file reports of ownership and changes in ownership of our common stock with the SEC. Based on the information available to us during 2017, we believe that all applicable Section 16(a) filing requirements were met on a timely basis except one Form 4 for Nicola Rossi reporting one grant which was filed late due to administrative error and through no fault of the reporting person.

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ELECTION OF DIRECTORS

At the date of this proxy statement, the Board of Directors consists of eight members, seven of whom are non-management, independent Directors under applicable listing standards and our corporate governance documents.

Our Board recognizes the importance of board refreshment in terms of achieving the appropriate mix of institutional knowledge and experience that our longer-tenured Directors bring to the Board and fresh perspectives that newer Directors bring to the Board. In furtherance of this objective, in November 2016, the Board increased the number of Directors constituting the Board by one and appointed Ms. Louise F. Brady as a Director. Our Board brings diverse and extensive professional, financial and business experience while balancing independence and tenure. Our Board expects to continue to evaluate its membership and composition on an ongoing basis to optimize its ability to further shareholder interests.

At this year's meeting, our eight Directors are to be elected for terms expiring at the 2019 annual meeting, with each Director to serve until such Director's successor is elected and qualified or until such Director's earlier resignation, retirement, disqualification or removal. On the recommendation of the Corporate Governance Committee, the Board has nominated Stephen P. Holmes, Myra J. Biblowit, Louise F. Brady, James E. Buckman, George Herrera, The Right Honourable Brian Mulroney, Pauline D.E. Richards and Michael H. Wargotz, each of whom is presently a Director. The eight nominees are listed below with brief biographies.

We do not know of any reason why any nominee would be unable to serve as a Director. If any nominee is unable to serve, the shares represented by all valid proxies will be voted for the election of such other person as the Board may nominate.

Expected Composition of our Board Following the Planned Spin-Off.     Our current Board members whose biographies are included below are nominated for election at our 2018 annual meeting. In connection with and subject to our planned spin-off, following the annual meeting, our Board and Wyndham Hotels expect to appoint newly constituted boards for Wyndham Destinations and Wyndham Hotels, each comprising certain members of our current Board as well as new appointees.

As previously announced, following completion of the planned spin-off, our CEO Stephen P. Holmes will serve as the Non-Executive Chairman of both Wyndham Destinations and Wyndham Hotels. We expect to announce the additional board appointments at a later date.

Voting Standard and Majority Vote Policy

Our Certificate of Incorporation and By-Laws provide for a plurality voting standard for the election of our Directors. Under a plurality voting standard the nominee for each Director position with the most votes is elected.

Under the Board's Corporate Governance Guidelines any nominee for Director in an uncontested election, such as this one where the number of nominees does not exceed the number of Directors to be elected, who receives a greater number of votes withheld from his or her election than votes for such election shall promptly tender his or her resignation following certification of the shareholder vote. The Corporate Governance Committee will promptly consider the tendered resignation and will recommend to the Board whether to accept the tendered resignation or to take some other action, such as rejecting the tendered resignation and addressing the apparent underlying causes of the withheld votes. In making this recommendation the Corporate Governance Committee will consider all factors deemed relevant by its members.

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The Board will act on the Corporate Governance Committee's recommendation no later than at its first regularly scheduled meeting following certification of the shareholder vote but in any case no later than 120 days following the certification of the shareholder vote. In considering the Corporate Governance Committee's recommendation, the Board will review the factors considered by the Corporate Governance Committee and such additional information and factors the Board believes to be relevant. We will promptly publicly disclose the Board's decision and process in a periodic or current report filed with the SEC. Any Director who tenders his or her resignation under this process will not participate in the Corporate Governance Committee recommendation or Board consideration regarding whether or not to accept the tendered resignation. However, such Director shall remain active and engaged in all other committee and Board activities, deliberations and decisions during this Corporate Governance Committee and Board process.

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Nominees for Election to the Board

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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE FOR THE ELECTION OF EACH OF THE DIRECTOR NOMINEES

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

Our Compensation Discussion and Analysis provides an overview of our compensation strategy and program, the processes and procedures of our Compensation Committee of the Board (Committee) and the Committee's considerations and decisions made under those programs for our named executive officers for 2017.

In August 2017, we announced plans to spin-off our hotel business, which is expected to result in two separate, publicly traded companies. As a result of the planned transaction, our Hotel Group business will become a new, publicly traded hotel franchising and management company, Wyndham Hotels & Resorts, Inc. Our Vacation Ownership business, the largest timeshare company in the world, will be combined with the Destination Network business, home to RCI, the world's largest timeshare exchange company. The combined timeshare and vacation exchange company will be renamed Wyndham Destinations Inc. The transaction will be effected through a pro-rata distribution of Wyndham Hotels' common stock to existing Wyndham Worldwide shareholders, which we expect to be completed in the second quarter of 2018. We believe the spin-off is in the best interests of our shareholders, Wyndham Worldwide and our other constituents, as it will result in two publicly traded companies, each with increased strategic flexibility and an enhanced ability to maintain its focus on its core business and growth opportunities, facilitate future capital raising as needed and make the changes necessary to respond to developments in their respective markets. In 2017, the Committee made certain determinations regarding the compensation of our named executive officers in connection with the planned spin-off. These determinations are discussed below in this Compensation Discussion and Analysis and the tabular and narrative disclosures that follow.

Our Named Executive Officers.     Our named executive officers for 2017 are:

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Steve Holmes, Chairman and CEO

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David Wyshner, CFO

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Michael Brown, CEO, Wyndham Vacation Ownership

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Geoff Ballotti, CEO, Wyndham Hotel Group

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Gail Mandel, CEO, Wyndham Destination Network

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Tom Conforti, former CFO

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Tom Anderson, former Executive Vice President and Chief Real Estate Development Officer

See below under Actions Related to our Planned Spin-Off for information regarding management changes that are expected to occur in connection with the planned spin-off.

Solid Financial and Operational Performance for Shareholders.     In 2017 our management team led by our named executive officers produced solid financial and operational results continuing a multi-year track record of delivering outstanding value to our shareholders. Management accomplished these results while also undertaking the substantial efforts needed to effectuate the separation of Wyndham Worldwide into two publicly traded companies and despite the impact of severe weather events occurring in 2017.

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We also continued to return capital to shareholders:

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We repurchased approximately $600 million of shares of our common stock under our share repurchase program in 2017 and have repurchased $5.7 billion of our shares since our inception following our 2006 spin-off from Cendant.

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In 2017, our Board approved a $1.0 billion increase in our share repurchase authorization.

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Share repurchases reduced diluted shares outstanding from 111 million shares in 2016 to 104 million shares in 2017, and from 200 million to 100 million shares since our inception.

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We paid dividends of over $242 million in 2017 and $1.4 billion since our inception.

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In 2017, our share price appreciated 51.7%. This, together with our 2017 dividend payments, resulted in a 55% total return to shareholders during 2017 which exceeded the one-year total returns on the S&P 500 index of 22%.

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We increased our dividend by 16% in February 2017 and by an additional 14% in February 2018.

Other key business and governance highlights included:

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The announcement of our spin-off, which is expected to result in two separate, publicly traded companies, as discussed above.

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In January 2018, we announced that we entered into an agreement to acquire the hotel franchise and hotel management businesses of La Quinta Holdings Inc. (La Quinta) for $1.95 billion in cash. This transaction is expected to close in the second quarter of 2018 subject to satisfaction of closing conditions.

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We announced our intention to explore strategic alternatives for our European vacation rental business in August 2017. In February 2018, we announced entry into an agreement to sell our European vacation rental business to Platinum Equity for approximately $1.3 billion. The transaction is expected to close in the second quarter of 2018 subject to satisfaction of closing conditions.

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Our Wyndham Rewards program – one of the blue threads that tie our brands together – is redefining loyalty for our customers by eliminating confusing rewards categories and instead offering a flat, free night redemption rate. It is the first major rewards program of its kind to expand its redemption options beyond hotels to include both vacation ownership and vacation rental properties. Enrollment in our Wyndham Rewards program increased by nearly six million new members in 2017. Wyndham Rewards was also named one of the top hospitality loyalty programs by U.S. News & World Report and the most generous program by IdeaWorks in 2017.

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In 2017, Wyndham Vacation Ownership grew sales to new owners by 15%. New owners accounted for 36% of Wyndham Vacation Ownership's sales volume in 2017.

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We were recognized among FORTUNE'S World's Most Admired Companies and the World's Most Ethical Companies by Ethisphere. Our holistic integration of responsible environmental, social and governance (ESG) practices continues to be an important driver of our success.

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Our 2017 performance laid a solid foundation for the two new, stand-alone public companies that will result from the completion of our planned spin-off. Following the planned spin-off, the shareholder value principles that drive Wyndham Worldwide will continue to guide our company:

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A focus on fee-for-service business models that produce consistent reliable earnings growth and generate strong free cash flows

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A capital structure that is efficient without taking undue risk

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A capital allocation philosophy that invests in the business and returns excess cash to shareholders

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A disciplined M&A approach that results in acquisitions that are both strategically and financially attractive

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A fundamental belief that we work for our shareholders and that the best way to deliver for shareholders is to maintain an innovative and inclusive culture that fosters employee engagement and delivers excellent value for our partners, owners and consumers

Our Executive Compensation Program and Governance Align with Shareholder Interests.     We engage in the following practices to ensure that our executive compensation program and governance align with our shareholders' interests.

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Our annual incentive compensation program requires achievement of rigorous, profitability-based performance metrics designed to incentivize high-performance and achievement of annual financial goals and thus creates value for our shareholders.

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Equity awards granted to our named executive officers under our long-term incentive plan are designed to align their interests with our shareholders. Equity awards constitute approximately 75% of our executives' target annual total compensation and vest over multi-year periods.

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Our incentive compensation program includes a performance-based equity incentive award, the vesting of which is contingent upon achievement of performance goals based on adjusted per share earnings measures over a cumulative three-year period, incentivizing medium-term high performance and value growth for our shareholders.

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We grant our named executive officers restricted stock units subject to multi-year vesting requirements designed to retain our executives and ensure that a significant portion of their compensation is tied to long-term stock price performance.

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We have implemented a shareholder outreach program to seek shareholder feedback on our governance and executive compensation practices. In 2016, in response in part to feedback from our shareholders and the major proxy advisory services, we modified the peer group we use for compensation benchmarking and added a new Director to our Board. In addition, in 2017, the Compensation Committee revised our CEO's equity-based compensation structure, increasing the percentage of his total target compensation that is performance-based to 67% to further align his interests with shareholder interests. We continue to review all of our governance and compensation practices.

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Our CEO receives no tax gross-ups for personal aircraft use or other perquisites.

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We have policies prohibiting our Directors and senior executives from engaging in any hedging transactions in our equity securities and from pledging, or using as collateral, our securities to secure personal loans or other obligations, including holding shares in margin accounts.

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Our named executive officers do not have the right to receive cash severance solely upon the occurrence of a change-in-control.

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None of our executive officers are entitled to any tax gross-up in connection with severance payments upon termination of employment.

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Consistent with our core values of acting with integrity, respecting everyone everywhere, providing individual opportunity and accountability, improving our customers' lives and supporting our communities, we are committed to strong ESG principles.

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Our Board is diverse and all of our Directors, other than our Chairman and CEO, are independent Directors.

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All of our Directors are accountable to shareholders through annual elections and we maintain a majority voting policy for uncontested Director elections.

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We have publicly reported on ESG matters for the last seven years demonstrating our commitment to and leadership in corporate social responsibility. Our teams have collaborated to integrate the strategic priorities of sustainability, diversity, human rights, ethics, philanthropy and community support directly into our operations while at the same time consistently delivering strong performance across our businesses.

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In 2016, we reduced our carbon emissions of our operationally controlled assets by 33% and reduced water consumption by 20%. We also achieved a waste diversion rate of 30%. As of December 31, 2016, 27% of suppliers were considered to be in alignment with our sustainability initiatives. In addition, we have reached our goal to plant one million trees which has helped us to improve our environmental footprint.

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We continue to receive positive feedback from our shareholders and other stakeholders for our commitment to strong ESG principles. In addition, our ESG efforts are consistently honored and for the fifth consecutive year we were ranked by the Dow Jones Sustainability Index as the North American hospitality leader. For the last three years, the Carbon Disclosure Project has rated our climate change program and initiatives at the A level. For a fourth consecutive year, Ethisphere Institute named us as one of the World's Most Ethical Companies in 2018, and in 2017 DiversityInc. recognized us as one of the Top 50 Companies for Diversity five years in a row. In 2017 and 2018, we received a perfect score on the Human Rights Campaign Corporate Equality Index.

Compensation Actions for 2017.     As discussed in more detail below, the compensation decisions and other actions applicable to our named executive officers were as follows:

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In August 2016, the Committee adopted changes to the peer group we use for compensation benchmarking purposes, as described below under Compensation Review and Benchmarking, effective for 2017.

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In February 2017, to better align us with our peers, external market trends and our shareholders' interests, the Committee approved a new compensation structure for our CEO which increased the portion of his total target compensation, consisting of base salary, target annual cash incentive award and target long-term incentive awards, that is performance-based and at-risk. Under this new structure, Mr. Holmes' base salary represented 11% of his total target compensation, his target annual cash incentive award represented 23% of his total target compensation, and his target long-term equity incentive award, comprised of 67% PVRSUs and 33% RSUs, represented 66% of his total target compensation. Accordingly, for 2017, 67% of our CEO's total target compensation was performance-based and at-risk.

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•

In February 2017, the Committee determined not to increase our named executive officers' base salaries for 2017, with the exception of one named executive officer who received a market adjustment. For 2017, we paid our named executive officers the base salaries listed in the Summary Compensation Table below.

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In February 2017, the Committee granted time-vesting restricted stock units (RSUs) and performance-vesting restricted stock units (PVRSUs) to our named executive officers in the amounts listed below in the Grants of Plan-Based Awards Table.

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In February 2017, the Committee approved the factors to be used to determine any potential 2017 annual incentive compensation for our named executive officers. These factors are described below under Annual Incentive Compensation.

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In February 2017, the Committee approved 2017 executive perquisites. Named executive officer compensation for 2017 attributable to perquisites is described in the All Other Compensation Table below.

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In May 2017, 80% of the shares voted on our Say-on-Pay Vote at our 2017 annual meeting affirmatively voted in support of the compensation of our named executive officers as described in our 2017 proxy statement.

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In February 2018, the Committee approved and we paid our named executive officers 2017 annual incentive compensation in the amounts listed in the Summary Compensation Table.

Named Executive Officer Matters.     As described in more detail below under Employment Agreements, in 2017, we entered into employment agreements with Mr. Brown in connection with his appointment as CEO, Wyndham Vacation Ownership, and with Mr. Wyshner in connection with his appointment as our CFO, and the employment agreements of Mr. Holmes, Mr. Ballotti and Ms. Mandel were amended to extend the terms of their respective agreements.

In August 2017, Mr. Conforti ceased serving as our CFO and transitioned into a senior advisory role until the completion of the planned spin-off. In connection with his transition, we entered into a separation and release agreement with Mr. Conforti which provides for his employment terms as a senior advisor and his severance entitlement upon separation from employment with the company.

In April 2017, Mr. Anderson ceased serving as our Executive Vice President and Chief Real Estate Development Officer. His severance was consistent with the terms of his employment agreement.

Actions Related to our Planned Spin-Off.     In addition, in anticipation of the planned spin-off, the Board and Compensation Committee made the following determinations with respect to our named executive officers and other executive compensation-related items:

In August 2017, the Committee determined that, subject to completion of the planned spin-off, outstanding Wyndham Worldwide equity awards would be treated as follows:

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Unvested time-vesting RSUs covering shares of Wyndham Worldwide stock (which will become Wyndham Destinations stock following completion of the planned spin-off) will remain outstanding and the holders of such RSUs will receive additional time-vesting RSUs covering shares of stock of Wyndham Hotels in accordance with the spin-off distribution ratio.

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For individuals who remain employees of Wyndham Destinations following completion of the planned spin-off, the RSUs covering Wyndham Destinations shares will vest upon the earliest to occur of the six-month anniversary of the completion of the planned spin-off, Wyndham Destinations' termination of the individual's employment without cause, or any

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earlier vesting date provided for in the existing RSU award agreement, subject to the individual's continued employment with Wyndham Destinations through the applicable vesting date. The RSUs covering shares of Wyndham Hotels will fully vest upon completion of the planned spin-off, subject to the individual's continued employment through that date.

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For individuals who become employees of Wyndham Hotels upon completion of the planned spin-off, the RSUs covering Wyndham Hotels shares will vest upon the earliest to occur of the six-month anniversary of the completion of the planned spin-off, Wyndham Hotels' termination of the individual's employment without cause, or any earlier vesting date provided for in the existing RSU award agreement, subject to the individual's continued employment with Wyndham Hotels through the applicable vesting date. The RSUs covering shares of Wyndham Destinations will fully vest upon completion of the planned spin-off, subject to the individual's continued employment through that date.

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Upon the completion of the planned spin-off, unvested PVRSUs will fully time vest, without pro-ration, and performance vest based on actual performance achievement determined as of the date of the spin-off and will be settled in both Wyndham Destinations stock and Wyndham Hotels stock in accordance with the spin-off distribution ratio. It is expected that PVRSUs granted in 2016 will vest at 80% and PVRSUs granted in 2017 will vest at 100% based on performance achievement.

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For individuals whose employment with Wyndham Worldwide is terminated by the company without cause on or prior to completion of the planned spin-off, their RSUs will vest upon termination. Following the completion of the planned spin-off, the shares of Wyndham Worldwide received upon vesting of such RSUs will become Wyndham Destinations stock and the individual will also receive shares of Wyndham Hotels stock in accordance with the spin-off distribution ratio. In addition, upon termination, their PVRSUs will fully time vest, without pro-ration, and will performance vest based on actual performance achievement determined as of the date of the spin-off and will be settled in both Wyndham Destinations stock and Wyndham Hotels stock in accordance with the spin-off distribution ratio.

Also in August 2017, the Board amended the 2006 Equity and Incentive Plan on the recommendation of the Committee to permit accelerated vesting of performance-based equity awards subject to Code Section 162(m).

In October 2017, in recognition of the commitment and hard work of the company's associates in a challenging environment together with the company's strong financial performance through the first half of 2017, our Board determined to provide each employee, including our named executive officers, a guaranteed minimum payout under the 2017 annual incentive program of 75% of target, with the potential to earn up to the maximum payout subject to achievement of the performance metrics under the plan.

We have also announced the following management changes in connection with the planned spin-off:

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Upon completion of the planned spin-off, Mr. Holmes will cease serving as our CEO and become the Non-Executive Chairman of the Board of both Wyndham Destinations and Wyndham Hotels, and Mr. Brown will assume the role of CEO of Wyndham Destinations.

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Mr. Ballotti will be appointed as CEO of Wyndham Hotels upon the completion of the planned spin-off.

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•

Mr. Conforti ceased serving as our CFO and as an executive officer on August 4, 2017 and transitioned into a senior advisory role. He will continue in this role until the completion of the planned spin-off.

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Mr. Wyshner was appointed as our CFO and was named CFO of Wyndham Hotels upon the completion of the planned spin-off.

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Michael Hug, Executive Vice President and CFO of Wyndham Vacation Ownership since 2005, will be appointed as CFO of Wyndham Destinations upon the completion of the planned spin-off.

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It is expected that Ms. Mandel will cease employment with Wyndham Destinations upon the later of the completion of the planned spin-off and the closing of the sale of our European vacation rental business subject to conditions to be agreed upon.

Total Compensation Strategy

We employ a Total Compensation Strategy designed to achieve the following objectives:

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Attract and retain superior senior management talent. We believe that attracting and retaining superior senior managers are integral to our ongoing success. Our named executive officers possess extensive experience in our businesses and the hospitality industry segments in which we compete and demonstrate the exceptional leadership skills and commitment to excellence that we believe are critical to our company. Accordingly, our Total Compensation Strategy is designed in part to promote a long-term commitment from our named executive officers.

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Provide our executives with compensation that is consistent and competitive with compensation provided by comparable hospitality, service, franchise and brand portfolio companies. We broadly target total compensation, consisting of base salary, cash-based target annual incentive compensation and equity-based target long-term incentive compensation, to be generally consistent with the market median but may approach the 75 ^th  percentile of our peer group, but as described below, the Committee does not view this benchmark as a rigid standard. We also provide our named executive officers with perquisites which we believe are consistent with our peers and health, welfare and retirements benefits which are reviewed on a company-wide basis and are deemed to be market competitive.

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Support a high-performance environment by linking compensation with performance. Our key goals are to increase our earnings, cash flow and shareholder value. Consistent with these goals, we believe a significant portion of our executive compensation should be contingent on actual results. Accordingly, compensation levels are strongly influenced by corporate, business unit and individual performance.

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Support a long-term focus for our executives that aligns their interests with the interests of our shareholders. Long-term incentive compensation is intended to align the interests of our named executive officers with those of our shareholders as well as support our goal of retaining our key personnel.

Compensation Committee Matters

Wyndham Worldwide Compensation Committee.     The Committee is responsible for providing oversight on executive compensation policies and programs consistent with corporate objectives and shareholder interests. The Committee operates under a written charter adopted by the Board. The Committee reviews the charter on an annual basis. The Committee's membership is determined by the Board and is composed entirely of independent Directors. The Committee Chair reports at our Board meetings on Committee actions and recommendations.

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Executive Compensation Consultant.     For 2017, Aon Hewitt was retained by the Committee as a third-party advisor to provide independent advice, research and evaluation related to executive compensation and was paid approximately $200,055 for its services during 2017. In this capacity, the Committee utilizes reports and analyses prepared by Aon Hewitt. Aon Hewitt was retained to provide the Committee with competitive market pay analyses including compensation measurement services, peer group proxy data studies and market trends.

Wyndham Worldwide has historically engaged affiliates of Aon Hewitt for insurance brokerage and actuarial services. In this capacity, management engaged Aon Risk Services, Inc., without Board involvement, to provide insurance brokerage and actuarial services to Wyndham Worldwide during 2017. We paid approximately $1,215,000 to Aon Risk Services, Inc. for these services during 2017, which amount was offset by commissions paid to Aon Risk Services, Inc. by insurance carriers for placing Wyndham Worldwide policies.

Aon Hewitt has in place policies and procedures designed to prevent conflicts of interest and safeguard the independence of its executive compensation consulting advice. These policies and procedures include segregation of executive compensation services in a separate business unit with performance results of that unit measured solely based on the executive compensation services, clearly defined engagements with compensation committees separate from any other services provided, management of multiservice client relationships by separate account executives, no incentives provided for cross-selling of services and no more favorable terms offered to companies due to the retention of Aon Risk Services, Inc. for additional services. On an annual basis, the Committee reviews the independence of Aon Hewitt in accordance with New York Stock Exchange requirements and considered this relationship as part of its review. Based on its review, the Committee concluded that no conflict of interest was raised by the services provided by Aon Risk Services, Inc. and determined that the executive compensation advice received from Aon Hewitt is objective and independent.

Management's Role.     Our management plays a significant role in our executive compensation process including evaluating executive performance and recommending base salary merit increases, performance factors for annual incentive compensation and long-term incentive compensation for the named executive officers other than our CEO. Our CEO works with the Committee to establish the agenda for Committee meetings and management prepares and distributes meeting information to Committee members. Our CEO also participates in Committee meetings at the Committee's request to provide background information regarding our strategic objectives, his evaluation of the performance of the senior executives and compensation recommendations for senior executives other than himself. Our CEO is not involved in setting his own compensation, which is the exclusive responsibility of the Committee.

Compensation Committee Discretion.     For 2017, while the Committee reviewed management's recommendations, the Committee retained discretion over all elements and levels of the named executive officers' compensation. For 2017, the Committee generally based its decisions on a combination of management's recommendations with respect to executive compensation other than for our CEO and the external market data provided by our management and compensation consultant. Named executive officers, however, do not provide recommendations to the Committee as to their own compensation.

Committee Consideration of Say-on-Pay Vote.     We currently hold an advisory vote on the compensation of our named executive officers (Say-on-Pay Vote) on an annual basis in accordance with the preference expressed by our shareholders at our 2017 annual meeting regarding the frequency of the Say-on-Pay Vote.

We maintain a shareholder outreach program to seek shareholder feedback on our governance and executive compensation practices. At our 2017 annual meeting, 80% of the shares voted on our

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Say-on-Pay Vote affirmatively voted in support of the compensation of our named executive officers as described in the 2017 proxy statement. The Committee reviewed the outcome of the 2017 advisory vote and believes that the level of support affirms our current executive compensation structure and program. In the future the Committee will continue to review our executive compensation program taking into consideration the outcome of our Say-on-Pay Votes, shareholder and proxy advisory service feedback and other relevant factors in making compensation decisions for our named executive officers.

Annual Evaluation and Compensation Risk Assessment.     An important aspect of the Committee's work relates to the annual determination of compensation for our named executive officers. The Committee meets each year to review the performance of the named executive officers and review, consider and approve any potential increases in base salaries, annual incentive compensation, grants of long-term incentive compensation and perquisites.

As part of its annual review, the Committee reviews the potential for any material risks arising from or relating to our compensation programs. Based on this review, the Committee believes that our compensation programs do not encourage excessive risk-taking by our executives or employees and are not reasonably likely to have a material adverse effect on Wyndham Worldwide. In reaching its conclusion, the Committee considered the following aspects of our compensation programs believed to encourage the management of our business in a prudent manner:

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The Committee reviews and compares executive compensation against our peer group to confirm that compensation is within an acceptable range relative to the external market.

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Our performance-based compensation is in large part keyed to our earnings, aligning interests of shareholders and management, and designed to improve our core operating results as opposed to using leverage or other high risk strategies.

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Our annual incentive compensation opportunities and PVRSUs are capped at a specified maximum as a countermeasure to excessive risk-taking.

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Our commission-based sales programs are monitored by management for compliance with law and internal policies.

Employment Agreements

We have employment agreements with each of our named executive officers the terms of which form the basis of our named executive officers' compensation elements and levels. The compensation elements provided under the agreements are reviewed annually by management, our compensation consultant and the Committee against the peer group described below under Compensation Review and Benchmarking.

In 2017, the following actions were taken with respect to our named executive officers' employment agreements:

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The employment agreement of Mr. Holmes, our CEO, was amended in July 2017 to extend the term of his employment agreement. Effective upon the planned spin-off, Mr. Holmes will cease his employment with the company and his agreement will no longer be in effect. He will remain on our Board as our Non-Executive Chairman. In connection with his cessation of employment as our CEO, we expect to enter into a separation and release agreement with Mr. Holmes.

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•

We entered into an employment agreement with Mr. Brown in April 2017 in connection with his appointment as CEO, Wyndham Vacation Ownership. In 2018, we expect to enter into a new employment agreement with Mr. Brown in connection with his appointment as Chief Executive Officer of Wyndham Destinations following the planned spin-off.

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The employment agreement of Mr. Ballotti, CEO, Wyndham Hotel Group, was amended in February 2017 to extend the term of his employment agreement. In 2018, it is expected that Mr. Ballotti will enter into a new employment agreement in connection with his appointment as Chief Executive Officer of Wyndham Hotels following the planned spin-off.

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We entered into an employment agreement with Mr. Wyshner in connection with his appointment as our CFO in August 2017. Mr. Wyshner's employment agreement will be assigned to Wyndham Hotels in connection with the planned spin-off.

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In 2018, we expect to enter into an employment agreement with Mr. Hug in connection with his appointment as CFO of Wyndham Destinations following the planned spin-off.

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We expect to enter into a separation and release agreement with Mr. Conforti in connection with his separation from employment following completion of the planned spin-off.

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The employment agreement of Ms. Mandel, CEO, Wyndham Destination Network, was amended in August 2017 to extend the term of her employment agreement. It is expected that Ms. Mandel will cease employment with Wyndham Destinations upon the later of the completion of the planned spin-off and the closing of the sale of our European vacation rental business subject to conditions to be agreed upon. We expect to enter into a separation and release agreement with Ms. Mandel in connection with her cessation of employment.

The terms of the employment agreements with our named executive officers and any amendments are described below under Agreements with Named Executive Officers.

Compensation Review and Benchmarking

Management and the Committee believe that information regarding compensation practices at other companies is useful in evaluating the compensation of our named executive officers. Management and the Committee recognize that our compensation practices must be competitive in the market to attract and retain superior senior managers. In addition, this market information is a factor that management and the Committee consider in assessing the reasonableness of the compensation of our executives.

2017 Peer Group Composition.     In August 2016, the Committee reviewed our peer group composition used for executive compensation benchmarking purposes. As a result of this review, the Committee determined to make changes to our peer group, effective for 2017, based upon the review and recommendation of Aon Hewitt. The following companies were added to the peer group: Hilton Worldwide Holdings Inc., a direct competitor and similar in size to the company; Las Vegas Sands Corp., a global business in a related industry; and Priceline, a competitor in e-commerce. Additionally, the following companies were removed from the peer group for reasons related to size, change in structure, acquisition of the company or limited availability of data: American Express Company, The Walt Disney Company, Ryman Hospitality Properties Inc., InterContinental Hotels and Starwood Hotels & Resorts Worldwide, Inc.

For 2017, the Committee utilized the peer group of companies listed below, as recommended by our compensation consultant and approved by the Committee, based on one or more of the following criteria and the criteria noted above: companies or divisions within companies in generally the same industry or business as Wyndham Worldwide; companies that were similar in size to Wyndham

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Worldwide in terms of revenues and market value; companies used by analysts to compare Wyndham Worldwide's financial performance; organizations with a global presence; organizations with which we compete for executive talent; and organizations in similar markets or with a similar business model such as non-hospitality companies that have franchise and brand portfolio operations.

Our peer group for 2017 executive compensation benchmarking consisted of the following companies:

2017 Peer Review.     In February 2017, our compensation consultant conducted a competitive review of the compensation elements and levels of our named executive officers using the 2017 peer group. As part of this review, our compensation consultant prepared and management provided the Committee with total compensation summaries and tally sheets for the named executive officers together with related peer group data. The objectives of the compensation review were to compare for consistency the compensation of our executives to that of similarly-situated executives and ensure that our compensation practices and elements are consistent with our Total Compensation Strategy.

Our compensation consultant's review of peer group compensation included the following compensation elements using the most recently filed proxy statements for each peer company: base salary, annual incentive compensation, time-based long-term incentive compensation, total cash compensation and total compensation. Compensation levels were obtained for the peer group median, average, 25 ^th  and 75 ^th  percentiles for each compensation element at target level performance (excluding for this purpose premium levels of performance under our annual and long-term incentive compensation programs) to provide an understanding of our compensation practices against competitive pay practices. For certain executives, such as our former Chief Real Estate Development Officer, due to limited comparability of peer group data, this data, along with supplemental general industry survey data provided by our compensation consultant, is used only as a broad competitive reference point.

Using this competitive review and consistent with our Total Compensation Strategy, we broadly target total compensation (consisting of base salary, target annual incentive compensation and target long-term incentive compensation) to be generally consistent with the market median but may approach the 75 ^th  percentile of the peer group. However, the Committee does not view this benchmark as a rigid standard because the Committee does not believe that categorical guidelines or formulae are appropriate for determining the mix or levels of compensation for our named executive officers. The Committee views benchmarking simply as one factor in making compensation decisions for our named executive officers as it does not account for subjective factors such as challenges we face as a company, individual past and expected future performance, leadership ability, recruiting and retention needs, succession planning, experience or scope of responsibility. As a result, our named executive officers' target compensation opportunities as well as actual total compensation may be above or below targeted levels based on these factors. The Committee's review of peer group data in 2017 showed that actual total compensation paid to our named executive officers was generally consistent with or above the 75 ^th  percentile. In one instance, where one of our NEO's actual total compensation fell below our intended benchmark, the Committee approved a market adjustment to base salary as discussed below.

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On an annual basis our compensation consultant also reviews the general framework and elements of our executive compensation program. Based on this review, our compensation consultant advised management and the Committee that the elements of compensation that we provide our named executive officers are consistent with the compensation elements provided by our peer group companies. As part of this review, our compensation consultant prepared tally sheets for each named executive officer. In addition to reviewing market data, the Committee reviews these tally sheets which identify the value of each compensation element, including base salary, annual incentive compensation, long-term incentive compensation, perquisites and the value of severance and change-in-control payments under various termination and change-in-control scenarios against internal targets as well as performance of competitors, recruiting and retention pressures, internal pay equity and succession and development planning.

Reviewing the tally sheets helps the Committee to balance the various compensation elements so that no single element is too heavily weighted and there is an appropriate mix between fixed and variable compensation and short-term and long-term compensation to ensure alignment with our Total Compensation Strategy. As each compensation element has different objectives as discussed below, Committee review and determinations with respect to one element generally do not influence decisions regarding the other elements to the extent total compensation is consistent with our Total Compensation Strategy. Given the significant scope and responsibilities of our CEO, which are greater than those of our other named executive officers, the Committee believes any differences between the individual compensation elements and the total compensation of our CEO and the other named executive officers are appropriate.

Base Salary

Consistent with our Total Compensation Strategy, we provide base salaries designed to attract and retain our named executive officers and provide them with a base level of income. For consideration of 2017 base salary merit increases, management provided the Committee with a market assessment of annual salary increases utilizing external market data from World at Work, Aon Hewitt, Towers Watson and Mercer annual salary increase surveys.

Base salary merit increases are generally based on this market analysis and a review of the individual performance of the named executive officers. To review the individual performance of our named executive officers, senior management (or in the case of our CEO, the Committee) reviews the executives' individual contributions and personal leadership together with their performance on corporate or business unit strategic objectives including business development, business drivers and cost reduction initiatives.

In February 2017, although the company had solid financial results in 2016, the Committee, upon review of the market analysis and the base salaries of our named executive officers compared to their peers, determined not to provide merit increases to their 2017 base salaries. Ms. Mandel however received a 10% market adjustment.

The base salaries of Mr. Brown, appointed in April 2017, and Mr. Wyshner, appointed in August 2017, were established pursuant to the terms of their respective employment agreements based on review of market analysis provided by our compensation consultant. Following his resignation as our CFO, Mr. Conforti's annual base salary rate for the balance of the year was reduced to $100,000 for his advisory services.

For 2017, we paid our named executive officers the base salaries listed in the Summary Compensation Table below.

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Annual Incentive Compensation

Consistent with our Total Compensation Strategy, we provide cash-based annual incentive compensation designed to create incentives for the named executive officers to drive our short-term financial and operating performance and thus create value for our shareholders.

In February 2017, management recommended and the Committee approved a combination of factors to determine potential 2017 annual incentive compensation for our named executive officers including actual total company (corporate) and/or business unit Earnings Before Interest and Taxes (EBIT), as adjusted, a standard measure of our profitability, as measured against target EBIT established at the beginning of the plan year, and a target award opportunity generally expressed as a percentage of each executive's base salary. An executive's annual incentive compensation may be higher or lower than target annual incentive compensation depending on corporate and/or business unit performance. The maximum annual incentive award opportunity for our named executive officers under the annual incentive compensation program is 150% of the target award opportunity.

The EBIT targets set for the corporation and its business units are recommended by management subject to approval by the Committee and are based on operating budgets that reflect our strategic plan. EBIT may be adjusted to reflect certain items which may be recurring or non-recurring and which in our view do not necessarily reflect ongoing performance such as restructuring costs and impairments, the categories of which are specified at the outset of the performance period. Consistent with our Total Compensation Strategy, we believe that the EBIT targets set appropriate goals for our executives to achieve short-term earnings growth and create shareholder value. We further believe that using our annual incentive compensation program to provide incentives to our named executive officers to exceed the EBIT targets and accomplish our strategic objectives is an important tool to implement our Total Compensation Strategy.

Following the completion of each year, the Committee reviews the corporate and business unit operating results achieved against the pre-established EBIT targets approved by the Committee. In addition, as a threshold matter, to ensure that the performance of the individual executives is at the high level expected, senior management reviews with the Committee (or in the case of our CEO, the Committee itself reviews) each executive's individual contributions and personal leadership together with their performance on corporate or business unit strategic objectives, business drivers, business development and other initiatives as applicable. If based on this review, performance at the corporate, business unit or individual level did not meet expectations, the Committee may use its discretion to adjust downward or not provide the executive's annual incentive compensation award.

Under our 2017 annual incentive program, the pre-established performance tiers ranged from 97% up to 105.6% of the EBIT target for the corporation and each business unit, with corresponding payout levels ranging, respectively, from 25% of the target award opportunity up to a maximum of 150% of the target award opportunity. Payout level is interpolated where performance is achieved between the specified performance tiers subject to the 150% maximum payout. Performance achievement below 97% of the EBIT target for the corporation or a business unit results in no payout with respect to any portion of the award based on such corporate or specific business unit's performance. As discussed above under Actions Related to our Planned Spin-Off, in October 2017 it was determined that each employee, including our named executive officers, would receive a guaranteed minimum annual incentive payout of 75% of target, with the potential to earn up to the maximum payout subject to achievement of the performance metrics under the plan.

For 2017, EBIT targets and results were as follows: the corporate EBIT target was $1.1296 billion and actual adjusted corporate EBIT was $1.1303 billion or 100.1% of the target; the Wyndham Hotel Group EBIT target was $334.8 million and actual Wyndham Hotel Group adjusted EBIT was $339.9 million or 101.5% of the target; the Wyndham Destination Network EBIT target was $313.2 million and actual Wyndham Destination Network adjusted EBIT was $302.7 million or 96.6% of target; and the

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Wyndham Vacation Ownership EBIT target was $635.7 million and actual Wyndham Vacation Ownership adjusted EBIT was $631.8 million or 99.4% of the target.

Annual incentive compensation paid to Mr. Holmes, Mr. Wyshner and Mr. Conforti was weighted 100% on the corporate results. The Committee reviewed the corporate results together with Mr. Holmes' individual performance and determined that he receive a 2017 annual incentive compensation award at 106% of target. Management reviewed the corporate results together with Mr. Wyshner's individual performance and recommended to the Committee that he receive 2017 annual incentive compensation at 106% of target, which amount was prorated in accordance with the terms of his employment agreement. Management reviewed the corporate results together with Mr. Conforti's individual performance and recommended to the Committee that he receive 2017 annual incentive compensation at 53% of target.

Annual incentive compensation paid to Mr. Ballotti was weighted 25% on the corporate results and 75% on Wyndham Hotel Group results. Management reviewed the Wyndham Hotel Group and corporate results together with Mr. Ballotti's individual performance and recommended to the Committee that he receive 2017 annual incentive compensation at 108.3% of target.

Annual incentive compensation paid to Ms. Mandel was weighted 25% on the corporate results and 75% on Wyndham Destination Network results. Management reviewed the Wyndham Destination Network results, which would have resulted in no payout, and corporate results, which were achieved at slightly above target, together with Ms. Mandel's individual performance and recommended to the Committee that she receive 2017 annual incentive compensation at 82.8% of target, reflecting the minimum guaranteed bonus for the portion of her payout based on Wyndham Destination Network results and actual performance results for the portion of her payout based on corporate results.

For 2017, pursuant to the terms of his employment agreement, Mr. Brown was paid a guaranteed bonus equal to his target award opportunity of 100% of base salary.

Mr. Anderson ceased employment with the company in April 2017 and did not participate in our annual incentive compensation program for 2017.

The Non-Equity Incentive Plan and Bonus columns of the Summary Compensation Table below list the annual incentive compensation we paid our named executive officers for 2017.

Long-Term Incentive Compensation

Consistent with our Total Compensation Strategy, we provide our named executive officers with long-term incentive compensation to create incentives to achieve share price appreciation for the benefit of shareholders and encourage retention. Accordingly, 2017 long-term incentive compensation for our named executive officers focused on aligning their interests with those of shareholders, achieving competitiveness with the external market, rewarding key talent contributions and retention. Long-term incentive compensation is granted under our 2006 Equity and Incentive Plan. Our compensation consultant and the Committee periodically review our plan design to confirm its consistency with our peers with respect to items such as long-term incentive mix prevalence and vesting provisions. Additionally, due to the large portion of our named executive officers' total target compensation that is attributable to long-term incentive compensation, our compensation consultant and the Committee reviewed long-term incentive amounts exclusive of our long-term incentive plan (LTIP) modifier awards against peer data and confirmed general consistency with the 75th percentile.

Management annually recommends to the Committee an aggregate budget available for long-term incentive compensation. For 2017, the aggregate budget was allocated based on the relative number of eligible executives in corporate services and the business units. Long-term incentive compensation is then recommended by management (other than for our CEO, which is determined by the

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Committee) and granted by the Committee to the named executive officers based on individual performance review, tenure, scope of responsibility and future potential. Elements of individual performance considered by the Committee in such review include corporate or business unit results of operations, achievement of strategic objectives and leadership characteristics.

Based on these factors, annual long-term incentive awards were granted to our named executive officers in the form of RSUs and PVRSUs.

An RSU represents the right to receive a share of our common stock on a set vesting date subject to continued employment and provides the executive incentive to drive share price appreciation while encouraging retention.

A PVRSU represents the right to receive a share of our common stock on a set vesting date subject to achievement of pre-established performance goals and continued employment and provides the executive incentive to drive earnings growth and share price appreciation while encouraging retention.

Changes to our CEO's Long-Term Incentive Award for 2017.     In February 2017, to better align us with our peers, external market trends and our shareholders' interests, the Committee approved a new structure for our CEO's 2017 long-term incentive awards which increased the portion that is performance-based. Historically our CEO's long-term incentive awards were granted in the form of stock-settled stock appreciation rights (SSARs) and RSUs plus the LTIP modifier in the form of PVRSUs. For 2017, our CEO's long-term incentive awards were instead granted in the form of RSUs and PVRSUs. Approximately 67% of our CEO's 2017 target long-term incentive award was in the form of PVRSUs, 100% of which vest if target performance is achieved, and the remaining 33% in the form of RSUs. As a result, for 2017, 67% of our CEO's total target compensation was performance-based and at-risk. As designed, if we achieved premium levels of performance at maximum, Mr. Holmes' 2017 long-term equity incentive award payout would be comprised of 20% RSUs and 80% PVRSUs.

2017 PVRSU Awards.     The performance goals for our 2017 PVRSU awards were set by the Committee based on our three-year projected target EBIT per share established at the time of grant of the PVRSU award. EBIT per share is defined as earnings before interest and taxes per diluted weighted average share outstanding. Target EBIT per share represents a level of EBIT per share consistent with our projected operating budget.

For our CEO, 100% of his target PVRSUs vest if we achieve target EBIT per share performance, as adjusted, and he can earn up to 200% of his target PVRSUs for performance achievement at or above 108% of target EBIT per share performance.

For our other named executive officers, the performance goals are set at levels that exceed target EBIT per share performance such that no portion of their PVRSU awards will vest unless actual EBIT per share, as adjusted, exceeds target EBIT per share. As a result, the probable outcome with respect to these awards at the time of grant is that EBIT per share in excess of target EBIT per share will not be achieved and no PVRSUs will be earned.

The Committee believes that the PVRSU performance goals established for our CEO and our other named executive officers are consistent with the Committee's intention of making the vesting of these awards contingent upon achieving exceptional growth in EBIT per share that strongly benefits shareholders.

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Vesting of PVRSUs granted in 2017 is contingent upon achievement of the levels of performance specified below and where performance is achieved between these specified performance tiers the number of vested PVRSUs is interpolated:

For our named executive officers other than our CEO, no shares vest under the terms of these awards unless our cumulative EBIT per share performance exceeds 100% of target EBIT per share at the end of the three-year performance period. The total cost of these PVRSUs is fully funded by achievement of the EBIT per share performance goals, which represent premium levels of earnings growth.

The EBIT per share results may be adjusted to reflect certain items which may be recurring or non-recurring and which in our view do not necessarily reflect ongoing performance, such as restructuring costs and impairments, the categories for which are specified at the outset of the performance period. Subject to achievement of performance tiers, vesting occurs on the third anniversary of the grant date, or if later, upon certification of results by the Committee.

Consistent with the objectives described above, in February 2017, the Committee granted RSUs and PVRSUs to each of our named executive officers in the amounts listed below in the Grants of Plan-Based Awards Table.

In 2015, PVRSU awards were granted to our named executive officers covering a three-year performance period including years 2015, 2016 and 2017. In February 2018, these PVRSU awards vested at the maximum level due to earnings per share growth that exceeded 108% of the three-year cumulative earnings per share target.

The 2017 Outstanding Equity Awards at Fiscal Year End Table provides additional information regarding the results of our 2015 PVRSU awards and performance through 2017 year end with respect to outstanding PVRSU awards granted in 2016 and 2017. All outstanding PVRSUs granted in 2016 and 2017 will fully vest, without pro-ration, subject to the completion of the planned spin-off, with the number of shares earned based on actual achievement against performance metrics determined as of

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the date of the planned spin-off. It is expected that PVRSUs granted in 2016 will vest at 80% and PVRSUs granted in 2017 will vest at 100% based on performance achievement. PVRSUs awards will be settled in shares of Wyndham Destinations and Wyndham Hotels stock in accordance with the spin-off distribution ratio.

2018 RSU Grants.     In March 2018, the Committee determined not to award its customary annual long-term incentive grants in the form of RSUs and PVRSUs in light of the planned spin-off. The Committee determined instead to grant transaction awards in the form of time-vesting RSUs to certain management and officer-level employees, including Mr. Wyshner, Mr. Ballotti and Mr. Brown who each received an award of 12,109 RSUs, in order to encourage continued employment with Wyndham Hotels or Wyndham Destinations, as applicable, after completion of the spin-off. These RSUs are not subject to acceleration upon completion of the spin-off and will fully vest upon the earlier of 30 days following the first anniversary of the completion of the spin-off and December 31, 2019, subject to certain customary conditions and the individual's continued employment through the applicable vesting date. Following completion of the planned spin-off, these RSUs will remain outstanding and become RSUs covering Wyndham Destinations stock and the holders will receive an equal number of additional time-vesting RSUs covering shares of stock of Wyndham Hotels, in each case subject to the original vesting terms.

Perquisites

We provide our named executive officers with perquisites that management and the Committee believe are reasonable, competitive and consistent with our Total Compensation Strategy. Management and the Committee believe that our perquisites help us to retain highly talented managers and allow them to operate more effectively.

In February 2017, management provided the Committee with and the Committee reviewed a market assessment of competitive perquisite practices utilizing widely available market data publications from Aon Hewitt and other compensation consultants. Based on this information, the Committee found our 2017 executive perquisites to be consistent with market practices.

In February 2017, the Committee approved perquisites for the named executive officers including a leased automobile and financial planning services. For certain perquisites, the named executive officers other than Mr. Holmes receive a tax gross-up payment, which means they receive additional compensation to reimburse them for the amount of taxes owed on the compensation imputed for the perquisite. In February 2015, Mr. Holmes requested that he no longer receive tax gross-up payments on perquisites. Mr. Brown is also expected to no longer receive tax gross-up payments on perquisites effective following the planned spin-off in his role as our new CEO. As permitted under his employment agreement, for 2017 we provided Mr. Holmes with personal use of company aircraft for which we imputed income without a tax gross-up. The All Other Compensation Table below lists compensation attributable to perquisites provided to the named executive officers for 2017.

Deferred Compensation Plans

Officer Deferred Compensation Plan.     Our nonqualified officer deferred compensation plan permits named executive officers to defer base salary and annual incentive compensation. We match executive contributions to the plan up to 6% of base salary and annual incentive compensation. The executive makes an irrevocable deferral election prior to the beginning of the calendar year. The executive may elect a single lump-sum payment of his or her account or may elect payments in annual installments up to ten years. The participant's entire account balance is 100% vested. The contributions to our officer deferred compensation plan applicable to our named executive officers are listed below in the Nonqualified Deferred Compensation Table.

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401(k) Plan.     We provide all employees, including our named executive officers, with a 401(k) plan. Our 401(k) plan permits named executive officers to defer base salary. We provide named executive officers and other participants a company match of base salary contributed up to 6% of base salary. The company match is 100% vested.

Savings Restoration Plan.     We make available to our named executive officers a savings restoration plan, which allows executives to defer compensation in excess of the amounts permitted by the Internal Revenue Code of 1986, as amended (Code), but there are no matching contributions for these deferrals. None of our named executive officers have a balance under our Savings Restoration Plan.

Severance Arrangements

The employment agreements of our named executive officers provide for payments as a percentage of base salary and annual incentive compensation, as well as accelerated vesting of specified long-term equity grants, and in the case of PVRSUs, vesting based on performance during a specified period, if the executive's employment is terminated without cause or for a constructive discharge. These payments and terms are discussed more specifically below under Agreements with Named Executive Officers and Potential Payments on Termination or Change-in-Control.

The severance terms for the named executive officers were established in connection with their employment agreements consistent with peer group market practices and data provided by our compensation consultant. We believe these arrangements are necessary to attract and retain our executives and ensure the continuity of management. The primary focus of the severance terms is generally on the termination of employment and thus the value of these terms arises only in the context of imminent termination. The severance terms do not enhance an executive's current income and therefore are independent of the peer group data review.

Change-in-Control Arrangements

In the event of a change-in-control of Wyndham Worldwide, the named executive officers receive cash severance payments only if their employment is terminated without cause or for constructive discharge following the change-in-control. Our named executive officers are not entitled to any excise tax gross-up in connection with their change-in-control arrangements. Long-term equity compensation grants made to all eligible employees, including the named executive officers, fully vest on a change-in-control. The payments and terms of our named executive officers' change-in-control arrangements are discussed below under Agreements with Named Executive Officers and Potential Payments on Termination or Change-in-Control.

The change-in-control terms for the named executive officers established in connection with their employment agreements are generally consistent with peer group market practices and data provided by our compensation consultant. Since a potential change-in-control transaction generally results in increased shareholder value, the Committee believes that it is important to provide incentives to motivate the named executive officers to pursue and complete a potential transaction should it arise and ensure retention. Like the severance arrangements, the value of the change-in-control arrangements arises only in the context of an imminent change-in-control. The terms do not enhance the named executive officers' current income and therefore are independent of the peer group data review. The planned spin-off will not constitute a change-in-control under our change-in-control arrangements.

Executive Officer Stock Ownership Guidelines

Our Executive Officer Stock Ownership Guidelines are intended to align further the financial interests of executive officers with the interests of shareholders. The guidelines require our named executive

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officers to own our common stock with a market value at least equal to the following multiples: CEO: 4 times base salary, Business Unit CEO and our CFO: 2 times base salary, and all other executive officers: 1 times base salary. Named executive officers have a period of five years after first becoming an executive officer subject to the guidelines to achieve compliance with this ownership requirement. Stock ownership meeting the guidelines includes common stock and RSUs but excludes PVRSUs. As of December 31, 2017, all of the named executive officers exceeded these stock ownership requirements.

Policy Against Hedging and Pledging of Company Stock

Our insider trading policy contains restrictions on transactions in our securities by our Directors, executive officers and other employees who have regular access to material nonpublic information in the normal course of their duties. Under this policy, these parties are prohibited from directly or indirectly purchasing financial instruments or engaging in any derivative transactions that are designed to hedge, offset or eliminate the risk of any decrease in the market value of Wyndham Worldwide securities. These persons are also prohibited under this policy from pledging Wyndham Worldwide securities as collateral for personal loans, including holding Wyndham Worldwide securities in margin accounts.