VIAD CORP (Form: DEF 14A, Received: 04/03/2020 13:23:30)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Viad Corp

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Viad Corp

1850 North Central Avenue, Suite 1900

Phoenix, Arizona 85004-4565

April 3, 2020

Dear Fellow Shareholder:

We invite you to attend the 2020 Annual Meeting of Shareholders to be held via the internet through a virtual web conference at www.virtualshareholdermeeting.com/VVI2020 on Tuesday, May 19, 2020 at 8:00 a.m. MST. You will be able to attend the 2020 Annual Meeting online, vote your shares electronically, and submit questions during the meeting by logging in to the website listed above using the 16-digit control number included in your Notice of Internet Availability of the proxy materials, on your proxy card, or on any additional voting instructions accompanying these proxy materials. We recommend that you log in a few minutes before the meeting to ensure you are logged in when the meeting starts.

We have adopted this technology as part of our effort to maintain a safe and healthy environment for our directors, employees, and shareholders who wish to attend the Annual Meeting. In light of the novel coronavirus disease, COVID-19, we believe that hosting a virtual meeting is in your and our company’s best interests.

Your vote is important, and whether or not you plan to participate in the meeting, please complete and return your proxy card to designate the proxies to vote your shares.

Thank you for continuing to support our company.

Sincerely,

Richard H. Dozer	Steven W. Moster
Chairman of the Board of Directors	President and Chief Executive Officer

This proxy statement is dated April 3, 2020 and is first being made available to shareholders via the internet on or about April 3, 2020.

Viad Corp

1850 North Central Avenue, Suite 1900

Phoenix, Arizona 85004-4565

NOTICE OF 2020 ANNUAL MEETING OF SHAREHOLDERS
Time and Date:	8:00 a.m. MST, Tuesday, May 19, 2020 Online check-in will be available beginning at 7:30 a.m. MST. Please allow ample time for the online check-in process.
Place:	In light of COVID-19, this year’s meeting will be held via the internet through a virtual web conference at www.virtualshareholdermeeting.com/VVI2020. To participate in the Annual Meeting, you will need your 16-digit control number included in your Notice of Internet Availability of the proxy materials, on your proxy card, or on any additional voting instructions accompanying these proxy materials.
Record Date:	March 20, 2020
Voting:	If you were a shareholder on the Record Date, you may vote at the Annual Meeting. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other matters to be voted on.

Matters to be voted on:

Elect the following director nominees to three-year terms: Edward E. Mace and Joshua E. Schechter;

Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2020;

Approve, on an advisory basis, the compensation of our named executive officers; and

Any other business that may properly come before the meeting or any adjournment thereof.

Your vote is important! Please submit your proxy as soon as possible to ensure that your shares are represented regardless of whether you participate in the meeting. This notice is not a form for voting and presents only an overview of the more complete proxy materials, which contain important information. Shareholders should access and review all proxy materials before voting.

By Order of the Board of Directors,

Derek P. Linde

General Counsel and Corporate Secretary

April 3, 2020

Viad Corp

1850 North Central Avenue, Suite 1900

Phoenix, Arizona 85004-4565

PROXY STATEMENT

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Shareholders on May 19, 2020:

Our Notice of 2020 Annual Meeting of Shareholders, Proxy Statement, and

2019 Annual Report on Form 10-K are available at

http://www.viad.com/investors/annual-meeting-proxy-materials

Our Board of Directors (the “Board”) is providing this Proxy Statement in connection with Viad’s 2020 Annual Meeting of Shareholders (“Annual Meeting”) to be held via the internet through a virtual web conference at www.virtualshareholdermeeting.com/VVI2020 on Tuesday, May 19, 2020 at 8:00 a.m. MST, and any adjournment or postponement thereof.

Proxy materials or a Notice of Internet Availability of Proxy Materials (the “Notice”) are being first released or mailed on or about April 3, 2020, to all shareholders entitled to vote at the Annual Meeting. In accordance with rules and regulations adopted by the Securities and Exchange Commission (the “SEC”), instead of mailing a printed copy of our proxy materials to each record shareholder, we may furnish proxy materials by providing internet access to those documents. This Notice contains instructions on how to access our proxy materials and vote online, or in the alternative, request a paper copy of the proxy materials and a proxy card.

Table of Contents

Page

PROPOSAL 1: ELECTION OF DIRECTORS			1
	INTRODUCTION		1
	SKILLS, QUALIFICATIONS, AND EXPERIENCE OF DIRECTORS		1
	BOARD STRUCTURE		1
	DIRECTOR NOMINEES		1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			7
	CORPORATE GOVERNANCE HIGHLIGHTS		7
	CORPORATE GOVERNANCE POLICIES AND PRACTICES		7
	RESTRICTIONS ON TRADING VIAD STOCK		8
	BOARD LEADERSHIP		8
	RISK OVERSIGHT		8
	COMMITTEES AND DIRECTOR INDEPENDENCE		9
	BOARD MEETINGS AND ANNUAL MEETING OF SHAREHOLDERS		11
	MEETINGS OF NON-MANAGEMENT DIRECTORS		11
	BOARD COMPOSITION AND REFRESHMENT		12
	DIRECTOR NOMINATIONS		12
	COMMUNICATION WITH OUR BOARD		13
	RELATED PERSON TRANSACTIONS		13
	HUMAN RESOURCES COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION		13
DIRECTOR COMPENSATION			14
STOCK OWNERSHIP INFORMATION			16
HUMAN RESOURCES COMMITTEE REPORT			18
COMPENSATION DISCUSSION AND ANALYSIS			19
	I.	EXECUTIVE SUMMARY	19
	II.	KEY BUSINESS RESULTS	20
	III.	PAY FOR PERFORMANCE PHILOSOPHY	21
	IV.	DECISION-MAKING PROCESS	22
		INDEPENDENT COMPENSATION ADVISOR	22
		COMPETITIVE ANALYSIS AND RESOURCES	22
		COMPENSATION COMPARATOR GROUP	23
		OUR SHAREHOLDER OUTREACH PROGRAM	23
	V.	COMPENSATION COMPONENTS	24
		PAY MIX	24

		BASE SALARY	24
		SHORT-TERM (ANNUAL) INCENTIVES	25
		CHANGES FOR 2020	26
		LONG-TERM INCENTIVES	27
		PERFORMANCE UNITS	27
		TIME-VESTED RESTRICTED STOCK	30
		PERQUISITES AND OTHER PERSONAL BENEFITS	31
		POST-EMPLOYMENT COMPENSATION	31
		RETIREMENT INCOME AND SAVINGS PLANS	31
		POST-TERMINATION COMPENSATION AND BENEFITS	32
	VI.	OTHER ASPECTS OF OUR COMPENSATION PROGRAM	33
		OUR CORPORATE GOVERNANCE BEST PRACTICES	33
		CLAWBACK PROVISIONS FOR DETRIMENTAL CONDUCT	34
		STOCK OWNERSHIP GUIDELINES	35
		LIMIT ON DEDUCTIBILITY OF CERTAIN COMPENSATION	35
EXECUTIVE COMPENSATION			36
	SUMMARY COMPENSATION TABLE FOR FISCAL YEARS ENDED 2019, 2018, AND 2017		36
	POST-EMPLOYMENT ARRANGEMENTS		37
	EMPLOYMENT AGREEMENTS		37
	GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR ENDED DECEMBER 31, 2019		38
	OUTSTANDING EQUITY AWARDS AT FISCAL YEAR ENDED DECEMBER 31, 2019		39
	OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR ENDED DECEMBER 31, 2019		40
	PENSION BENEFITS FOR FISCAL YEAR ENDED DECEMBER 31, 2019		41
	NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR ENDED DECEMBER 31, 2019		41
	POTENTIAL PAYMENTS UPON EMPLOYMENT TERMINATION OR CHANGE IN CONTROL		42
	SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS		47
	CEO PAY RATIO		47
	HEDGING AND PLEDGING		49
AUDIT COMMITTEE REPORT FOR THE YEAR ENDED DECEMBER 31, 2019			50
PROPOSAL 2: RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2020			52
	AUDIT COMMITTEE PRE-APPROVAL POLICY		52
	FEES AND SERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		53
PROPOSAL 3: ADVISORY APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION			54
GENERAL INFORMATION ABOUT THE ANNUAL MEETING			55
	WHO CAN VOTE		55

	BOARD RECOMMENDATIONS ON PROPOSALS	55
	VOTING REQUIREMENTS VOTING REQUIREMENTS	55
	PARTICIPATION IN THE ANNUAL MEETING	56
	VOTING YOUR PROXY	56
	ELIMINATING DUPLICATIVE PROXY MATERIALS	57
	OTHER BUSINESS	57
	REVOKING YOUR PROXY	57
	SOLICITATION OF PROXIES	57
	HOW TO VOTE	57
SUBMISSION OF SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS		59
AVAILABILITY OF MATERIALS		60
APPENDIX A		61
	RECONCILIATION OF NON-GAAP FINANCIAL MEASURES	61

References to “we,” “us,” “our,” “the Company,” and “Viad” refer to Viad Corp and its subsidiaries. All references to “years,” unless otherwise noted, refer to our fiscal year, which ends on December 31.

FORWARD-LOOKING STATEMENTS

This proxy statement contains a number of forward-looking statements. Words, and variations of words, such as “will,” “may,” “expect,” “would,” “could,” “might,” “intend,” “plan,” “believe,” “estimate,” “anticipate,” “deliver,” “seek,” “aim,” “potential,” “target,” “outlook,” and similar expressions are intended to identify our forward-looking statements. Similarly, statements that describe our business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. These forward-looking statements are not historical facts and are subject to a host of risks and uncertainties, many of which are beyond our control and could cause actual results to differ materially from those in the forward-looking statements.

Important factors that could cause actual results to differ materially from those described in our forward-looking statements include, but are not limited to the following:

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the effects on our business of the COVID-19 pandemic;

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the impact of the pandemic and actions taken in response to the pandemic on global and regional economies, travel and economic activity;

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the pace of recovery when the COVID-19 pandemic subsides;

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general economic uncertainty in key global markets and a worsening of global economic conditions;

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our ability to successfully integrate and achieve established financial and strategic goals from acquisitions;

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our dependence on large exhibition event clients;

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the importance of key members of our account teams to our business relationships;

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the competitive nature of the industries in which we operate;

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travel industry disruptions;

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unanticipated delays and cost overruns of our capital projects, and our ability to achieve established financial and strategic goals for such projects;

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seasonality of our businesses;

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transportation disruptions and increases in transportation costs;

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natural disasters, weather conditions, and other catastrophic events;

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our multi-employer pension plan funding obligations;

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our exposure to labor cost increases and work stoppages related to unionized employees;

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liabilities relating to prior and discontinued operations;

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adverse effects of show rotation on our periodic results and operating margins;

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our exposure to currency exchange rate fluctuations;

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our exposure to cybersecurity attacks and threats;

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compliance with laws governing the storage, collection, handling, and transfer of personal data and our exposure to legal claims and fines for data breaches or improper handling of such data;

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the effects of the United Kingdom’s exit from the European Union; and

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changes affecting the London Inter-bank Offered Rate.

For a more complete discussion of the risks and uncertainties that may affect our business or financial results, refer to “Risk Factors” in Part 1, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2019. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this proxy statement except as required by applicable law or regulation.

PROPOSAL 1: ELECTION OF DIRECTORS

INTRODUCTION

Our Corporate Governance and Nominating Committee recommended, and our Board of Directors nominated, the two incumbent directors listed below under “Director Nominees.” Each of the director nominees is independent under the New York Stock Exchange (“NYSE”) listing standards, applicable SEC rules and regulations, and our Corporate Governance Guidelines (the “Guidelines”).

SKILLS, QUALIFICATIONS, AND EXPERIENCE OF DIRECTORS

Our Board believes that our directors should have certain qualifications and has concluded that each of our directors, including the nominees, possess the following specific qualifications and should serve on the Board:

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Commitment to the long-term interests of our shareholders;

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Highest ethical standards and integrity;

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Willingness to act on and be accountable for Board decisions;

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Ability to provide informed and thoughtful counsel to Management on a range of issues;

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History of achievement that reflects superior standards for himself/herself and others;

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Loyalty and commitment to driving our Company’s success;

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Willingness to ask questions and pursue answers;

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Ability to take tough positions, while at the same time work as a team player;

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Willingness to devote sufficient time to carry out effectively all Board duties and responsibilities, and a commitment to serve on the Board for an extended period;

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Adequate time to spend learning our businesses; and

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Individual background that provides a portfolio of experience, knowledge, and personal attributes commensurate with our needs.

BOARD STRUCTURE

Our Board comprises eight directors and is divided into three classes. The term of one class of directors expires at each annual shareholders meeting, and nominees are elected to that class for a term of three years. Two directors are proposed for election at this year’s Annual Meeting.

DIRECTOR NOMINEES

Our Board has nominated incumbent directors Edward E. Mace and Joshua E. Schechter for election at the Annual Meeting. Both nominees are independent, and, if elected, each nominee has agreed to serve another term, which will expire in 2023. There are no family relationships among any of our directors, director nominees, or executive officers.

Board Recommendation

The Board recommends that you vote “FOR” the election of these director nominees.

Viad Corp | PROPOSAL 1: ELECTION OF DIRECTORS

All information regarding each director nominee is as of April 3, 2020.

Edward E. Mace

Director since: 2012

Age: 68

Mr. Mace has been President and Chief Executive Officer of Silverwest Hotels, LLC (“Silverwest”), including its predecessor companies, since February 2014. Silverwest manages and operates fund-level and project-specific entities formed to acquire, develop, reposition, and own U.S. hotels and resorts. He also holds various positions with Silverwest-related entities. Mr. Mace is the Founder of Mace Pacific Holding Company, LLC, a private investment company involved in hotel and resort investment, and has served as its President since 2006. He was a member of the Concessions Management Advisory Board of the U.S. National Park Service from 2010 to 2012. Mr. Mace was President of Vail Resorts Lodging Company and Rock Resorts International LLC, both subsidiaries of Vail Resorts, Inc. (NYSE: MTN), an owner, manager and developer of ski resorts and related lodging, from 2001 to 2006. Prior to that position, Mr. Mace was an executive of Fairmont Hotels & Resorts, Inc., an operator of luxury hotels and resorts worldwide, where he served as Vice Chairman from 2000 to 2001, President and Chief Executive Officer from 1998 to 2000, and Executive Vice President from 1996 to 1998. From 1994 to 1996, Mr. Mace was a partner in KPMG LLP’s hospitality and real estate consulting practice. Mr. Mace brings extensive experience in the hospitality and leisure industry, and knowledge and experience related to the strategic direction of organizational capital structures, operations, and mergers and acquisitions.

Joshua E. Schechter

Director since: 2015

Age: 46

Mr. Schechter has been a director and chairman of the board of Support.com (NASDAQ: SPRT), a provider of cloud-based software and services for technology support, since June 2016, as well as a member of its Nominating and Governance, and Audit Committees. Since May 2019, Mr. Schechter has been a director of Bed Bath & Beyond Inc., (NASDAQ: BBBY), a retailer of domestic merchandise and home furnishings, as well as a member of its Audit Committee. From April 2018 to January 2020, Mr. Schechter was a director and chairman of the board of Sunworks, Inc. (NASDAQ: SUNW), a provider of solar power solutions, as well as a member of its Nominating and Governance, and Audit Committees. From April 2018 to June 2019, Mr. Schechter was a director of Genesco Inc. (NYSE: GCO), a footwear retailer, as well as a member of its Strategic Committee. From 2008 to May 2015, he was a director of Aderans Co., Ltd., a multinational company engaged in hair-related business, and Executive Chairman of its holding company, Aderans America Holdings, Inc. From 2001 to 2013, Mr. Schechter was Managing Director of Steel Partners Ltd., a privately owned hedge fund sponsor, and from 2008 to 2013, he was co-President of Steel Partners Japan Asset Management, LP, a private company offering investment services. Together with his managerial and public company board experience, Mr. Schechter’s experience in corporate governance matters, capital markets, acquisitions, and other transactions in a variety of industries provides valuable insight to our Board.

Viad Corp | PROPOSAL 1: ELECTION OF DIRECTORS

DIRECTORS CONTINUING IN OFFICE

For Terms Expiring at the 2021 Annual Meeting of Shareholders:

Richard H. Dozer (Chairman)

Director since: 2008

Age: 62

Mr. Dozer has served as our Board’s independent Chairman since December 2014. Mr. Dozer was President of the Arizona Diamondbacks, a Major League Baseball franchise, from the team’s inception in 1995 until 2006, Vice President and Chief Operating Officer of the Phoenix Suns, a National Basketball Association professional basketball franchise, from 1987 to 1995, and President of Talking Stick Arena (formerly US Airways Center and America West Arena) from 1989 to 1995. Mr. Dozer is a former CPA and served as an audit manager at Arthur Andersen, a global public accounting firm, from 1979 to 1987. Mr. Dozer was also Chairman of the Phoenix Office of GenSpring Family Offices, a wealth management firm for ultra-high net worth families, from 2008 to 2013. Mr. Dozer is a co-founder of and was the managing partner of CDK Partners, a real estate development and investment company, from 2006 to 2008. Mr. Dozer is a director and Chairman of the board of Blue Cross Blue Shield of Arizona, a health insurance provider, as well as a member of its Finance and Audit Committees. From September 2017 to May 2019, he was also a director of Knight-Swift Transportation Holdings Inc. (NYSE: KNX), a provider of truckload transportation and logistics services, where he served on the Audit and Finance Committees. Prior to its September 2017 merger with Knight Transportation, Inc., Mr. Dozer was a director for Swift Transportation Company from 2008 to 2017, where he served as Chairman of the Audit Committee, and as a member of the Compensation and Governance Committees, and as Chairman of the Board from 2014 to 2017. He is currently a director, chair of the Nominating and Governance Committee and Audit Committee member of Cole Office & Industrial REIT (CCIT II), a public non-listed real estate investment trust. He also serves as Chair of the Greater Phoenix Convention and Visitors Bureau. Mr. Dozer possesses specific attributes that qualify him to serve as a director, including his experience in operations, management, sales, and marketing of large-scale live corporate and consumer events, his U.S. public company experience, as well as his extensive financial experience.

Viad Corp | PROPOSAL 1: ELECTION OF DIRECTORS

Virginia L. Henkels

Director since: 2017

Age: 51

Ms. Henkels has served as a director of LCI Industries (NYSE: LCII), a supplier of engineered components to the recreation and industrial products markets since September 2017 and as a director of Echo Global Logistics, Inc. (NASDAQ:ECHO), a provider of technology-enabled transportation and supply chain management services since September 2018. From 2008 to September 2017, Ms. Henkels served as Executive Vice President, Chief Financial Officer, and Treasurer of Swift Transportation Company, a then-publicly traded transportation services company, where she led numerous capital market transactions including its 2010 Initial Public Offering. She also held various finance and accounting leadership positions with increasing responsibilities since 2004 at Swift Transportation and from 1990 to 2002 at Honeywell International, Inc. (NYSE: HON), a worldwide diversified technology and manufacturing company, including an expatriate international assignment. Ms. Henkels is serving as the Audit Committee Chair and a member of the Compensation Committee for LCI Industries and is a member of both the Audit and Compensation Committees for Echo Global Logistics, Inc. Ms. Henkels is currently a member of the National Association of Corporate Directors and the Women’s Corporate Director organizations. She is a former CPA with extensive experience in finance, accounting, capital markets, and investor relations as well as experience in strategy development, risk management, mergers and acquisitions, audit, corporate culture, and corporate governance.

Robert E. Munzenrider

Director since: 2004 (Director Emeritus, effective May 20, 2020)

Age: 75

Mr. Munzenrider is Founder or Co-Founder of several e-commerce businesses. From 2000 to 2002 he was President of Harmon AutoGlass, a subsidiary of Apogee Enterprises, Inc. (NASDAQ: APOG), a provider of architectural products and services for commercial buildings, and where in 1999 he was Vice President and Chief Financial Officer of the glass services segment. He also served during part of 1999 as Executive Vice President and Chief Financial Officer of Eliance Corp., an e-commerce transaction processor. From 1997 to 1998, Mr. Munzenrider served as Vice President and Chief Financial Officer of St. Jude Medical, Inc. (NYSE: STJ), an international medical device manufacturing and marketing company that was acquired by Abbott Laboratories in 2017 (NYSE: ABT). From 2010 to December 2017, Mr. Munzenrider was a director of MGC Diagnostics Corporation (NASDAQ: MGCD) (formerly Angeion Corporation), a global medical technology company dedicated to cardiorespiratory health solutions. As a former CPA, Mr. Munzenrider has a strong finance and accounting background, having served as a chief financial officer for a majority of his professional career. In addition, he has a historical familiarity with our operations, having served as an officer of some of our former operating companies. Mr. Munzenrider has served on our Board since 2004 and has informed the Board that he will be retiring as a director following the Annual Meeting, and that he will not stand for re-election upon the expiration of his term at the Company’s 2021 annual meeting of shareholders. The Board appointed Mr. Munzenrider as a Director Emeritus, effective May 20, 2020, and running through the Company’s 2021 annual meeting of shareholders.

Viad Corp | PROPOSAL 1: ELECTION OF DIRECTORS

For Terms Expiring at the 2022 Annual Meeting of Shareholders:

Denise M. Coll

Director since: 2018

Age: 66

Ms. Coll served as a member of the Board of Trustees of LaSalle Hotel Properties (NYSE: LHO), a real estate investment trust, from 2013 until it was sold in December 2018. Prior to joining LaSalle, she served as President, North America Division of Starwood Hotels & Resorts Worldwide, Inc., a subsidiary of Marriott International (NASDAQ:MAR), a multinational diversified hospitality company. Ms. Coll led Starwood’s largest division with over 500 hotels, from 2007 to 2013, and was Senior Vice President, Operations – North American Division, from 2005 to 2007. Prior to that, she served as Senior Vice President of Seaport Companies, a Boston-based hotel company, from 2003 to 2004, and Chief Operating Officer from 1998 to 2003. Ms. Coll was also Senior Vice President & Area Director of Operations for ITT Sheraton Corporation-North America Division, an international hotel company, from 1995 to 1998, and prior to that, she held various positions within the Sheraton organization with increasing responsibility from 1980 to 1994. She has been a member of the Board of Directors of Enlivant, one of the nation’s largest owners and operators of senior living communities, since 2014. Ms. Coll also serves on the Board of Trustees of Simmons College. Ms. Coll has more than 40 years of experience in the hospitality industry and has a strong background with live events, hotel operations, brand creation and management, and is respected as one of the most successful and seasoned operators in our industry.

Andrew B. Benett

Director since: 2013

Age: 49

Mr. Benett has been Executive Chairman and Chief Executive Officer of Harte Hanks, Inc. (NYSE:HHS), a marketing services company, since November 2019. Prior to joining Harte Hanks, he was the Global Chief Commercial Officer at Bloomberg Media Group (part of Bloomberg LP), a global media company, from March 2017 to October 2019. He previously served as Global Chief Executive Officer of Havas Creative Group, a global integrated marketing communications group and the largest business unit of Havas S.A., from 2014 to 2017. From 2010 to 2013, Mr. Benett held the position of Global Chief Executive Officer of Arnold Worldwide, a Havas company. Mr. Benett joined Havas Worldwide, then known as Euro RSCG Worldwide, in 2004 as Global Chief Strategy Officer. Prior to joining Havas, Mr. Benett was Executive Vice President, Executive Director, Strategy and Innovation at FutureBrand Company, Inc., a brand strategy, innovation and marketing consultancy. Mr. Benett is a director at Harte Hanks (NYSE: HHS), a global marketing services firm. Mr. Benett sits on The College Board of Advisors at Georgetown University, is a member of the 2012 class of Henry Crown Fellows at the Aspen Institute and is a member of the Aspen Global Leadership Network. Mr. Benett brings extensive experience in the areas of innovative marketing solutions and digital media, as well as deep knowledge of the digital and social media revolution influencing businesses.

Viad Corp | PROPOSAL 1: ELECTION OF DIRECTORS

Steven W. Moster

Director since: 2014

Age: 50

Mr. Moster has served as our President and Chief Executive Officer since December 2014 and was President of GES from November 2010 to February 2019. Mr. Moster served in various executive management roles within the GES organization, including Executive Vice President–Chief Sales & Marketing Officer from 2008 to February 2010, Executive Vice President–Products and Services from 2006 to 2008 and Vice President–Products & Services Business from 2005 to 2006. From 2000 to 2004, Mr. Moster was Engagement Manager, Management Strategy Consulting for McKinsey & Company, a global management consulting firm, where he worked with a broad set of clients to create and implement growth strategies. He is a director of Cavco Industries, Inc. (NASDAQ: CVCO), which designs and produces factory-built housing products, and serves as the Chair of the Compensation Committee. Mr. Moster’s successful experience executing growth strategies and improving operating efficiencies, and his deep understanding of our operations, give him the unique ability to accelerate our strategic growth initiatives and enhance shareholder value across our GES and Pursuit business units.

Viad Corp | PROPOSAL 1: ELECTION OF DIRECTORS

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

CORPORATE GOVERNANCE HIGHLIGHTS

We are committed to sound corporate governance and believe that adhering to the following strong corporate governance principles is essential to our long-term success.


Independent Oversight	•We maintain separate roles for our CEO and our independent Chairman of the Board •The Board actively oversees our Company’s Long-Range Strategic Plan and risk management •All Board members, other than our CEO, are independent with fully independent Board committees •Regular executive sessions of non-employee directors at Board and committee meetings
Board Effectiveness	•Commitment to Board refreshment that offers a balanced mix of experience and fresh perspectives •The Corporate Governance and Nominating Committee leads the process for selecting new directors •Annual Board and committee self-evaluations, and biennial peer reviews designed to enhance director and Board performance
Shareholder Rights	•Majority voting requirement for uncontested director elections •Resignation policy for directors who do not receive a majority of votes cast •One class of common stock with each share entitled to one vote
Good Governance Practices	•No hedging or pledging Viad stock by directors and officers •Annual CEO performance review •Human Resources Committee regularly reviews succession planning for the CEO, senior leadership team, and other key management positions •We have stock ownership guidelines for our directors, named executive officers (“NEOs”), and other executive officers •Culture of compliance and ethical behavior reinforced through our Always Honest Compliance & Ethics Program, which we instituted more than 20 years ago

CORPORATE GOVERNANCE POLICIES AND PRACTICES

Our Board has adopted the Guidelines and Board committee charters that provide an effective framework to govern our Company. At least annually, the Corporate Governance and Nominating Committee reviews the Guidelines, and each Board committee reviews its charter, and they recommend any changes for the Board’s consideration.

At Viad, we continually focus on governance, starting with the Board and extending to Management and all employees. As a result, the Board reviews the Company’s policies and business strategies, and advises and counsels the CEO and other executive officers who manage the Company’s businesses, including regularly reviewing the Company’s strategic plans.

For additional information about our corporate governance practices, you can access our Restated Certificate of Incorporation, Bylaws, Corporate Governance Guidelines, Committee Charters, the Always Honest Compliance & Ethics Program Manual, and the Code of Ethics on our website at: http://www.viad.com/about-us/corporate-governance/documents-and-charters/default.aspx. Information contained in any website referenced in this Proxy

Viad Corp | BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Statement is not part of this Proxy Statement and is not incorporated by reference in this Proxy Statement. We will provide copies of these documents upon written request to the office of the Corporate Secretary.

RESTRICTIONS ON TRADING VIAD STOCK

Our insider trading policy generally permits directors, NEOs, other executive officers, and certain employees to engage in transactions involving Viad common stock only: (a) during a Company-prescribed trading window of limited duration; and (b) after seeking pre-clearance to avoid trading while in possession of material, non-public information. In addition, directors, NEOs, other executive officers, and employees may not engage in hedging transactions or other transactions designed to limit or eliminate the risks of owning Viad common stock. The policy also prohibits directors, NEOs, and other executive officers from pledging Viad common stock, or using it as collateral to secure personal loans or other obligations.

BOARD LEADERSHIP

The Board has separated the roles of Chairman and CEO. Mr. Dozer, our Chairman of the Board, is an independent director. The Board believes the separation of the Chairman and CEO roles allows the CEO to focus his time and energy on operating and managing our Company while leveraging the Chairman’s experience and perspectives.

The Board believes that our governance practices are appropriate to ensure that the full Board maintains independent oversight. The responsibilities of our independent Chairman include, but are not limited to:


Meetings	Board Leadership	Liaison with Management
• Presiding over regular and special Board meetings, and the Annual Meeting of Shareholders	• Leading the biennial peer reviews among the Board members • Leading the annual Board and Committee self-evaluations	• Acting as liaison between the Board and Management, and facilitating Board communications with the CEO between meetings, including discussing action items with the CEO following executive sessions
• Presiding over and calling executive sessions or other meetings of the independent directors	• Being available to participate in and facilitate meetings with our shareholders	• Working with Management in defining the scope, quality, quantity, and timeliness of the flow of information between Management and the Board that is necessary for the Board to effectively and responsibly perform its duties
• Coordinating the preparation of meeting agendas with the CEO and Committee Chairs, and coordinating Board meeting schedules	• Leading the Board in anticipating and responding to crises	• Providing advice and counsel to the CEO and other members of Management in areas such as corporate and strategic planning and policy, mergers and acquisitions, investor relations, and other areas requested by the Board

RISK OVERSIGHT

Management is responsible for assessing and managing the Company’s various exposures to risk, including through the adoption of risk management controls, policies, and procedures. The Board has delegated to the Audit Committee primary responsibility to review and assess areas of financial risk for the Company. The Audit Committee

Viad Corp | BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

also reviews Management’s plans, and the steps Management has taken to monitor and control risk, including risk assessment, risk management policies, legal and regulatory compliance, information technology system controls, and policies related to data security.

The Board believes that cybersecurity is a critical component of our risk management program. Each quarter, members of Management who are responsible for the Company’s cybersecurity risk management practices present a cybersecurity report to the Audit Committee. The report addresses a range of issues including, but not limited to, the adequacy of personnel and resources, technological advances in cybersecurity protection, progress toward reducing cybersecurity risk exposure, rapidly evolving cybersecurity threats that may affect us and the industries in which we participate, and applicable cybersecurity laws, regulations, and standards. Our cybersecurity risk management practices are integrated into our overall risk management efforts.

Additionally, we conduct an annual risk assessment to identify, evaluate, and prioritize potential business risks. As a part of this assessment, we conduct a financial statement risk assessment and materiality analysis, including evaluating potential fraud schemes and scenarios that might affect us. Throughout the year, Management continuously monitors potential risks and updates the Audit Committee at each regular meeting.

Compensation Risk Analysis

The Board continuously monitors and manages executive compensation risk through the design of our executive compensation program. The Human Resources Committee structures our executive compensation program to mitigate the potential for excessive risk-taking by executive officers in managing our businesses. A few of the program features that serve this purpose include:

•

Balanced compensation components. The mix of NEO pay is not overly weighted toward either short- or long-term incentive compensation.

•

Emphasis on long-term incentive compensation structure. The ultimate value of NEO long-term incentive awards depends upon the value of Viad common stock at the time of vesting, which encourages NEOs to consider the inherent risk of short-term decisions that may affect our future performance. As a result, these awards are intended to promote long-term, strategic decisions.

•

Stock ownership guidelines. Our stock ownership guidelines align our director and NEO financial interests with those of our shareholders. With limited exceptions, NEOs are restricted from selling Viad common stock until they meet their stock ownership requirement.

•

Forfeiture for wrongful actions. Short- and long-term incentive compensation is subject to forfeiture and reimbursement (i.e., clawback) provisions for conduct that may be detrimental to the Company (see the CD&A subsection “Clawback Provisions for Detrimental Conduct”).

COMMITTEES AND DIRECTOR INDEPENDENCE

Our Board has three standing committees: Audit, Corporate Governance and Nominating, and Human Resources. The following table shows each Committee’s primary responsibilities, their current membership, and the number of meetings held in 2019. Committee charters are posted on our website at: http://www.viad.com/about-us/corporate-governance/documents-and-charters/default.aspx. Information contained in any website referenced in this Proxy Statement is not part of this Proxy Statement and is not incorporated by reference in this Proxy Statement. Based on information provided by each director concerning his or her background, employment, and affiliations, the Board has determined that all committee members are independent under the NYSE listing standards, applicable SEC rules and regulations, and our Corporate Governance Guidelines.

Each committee may form and delegate authority to a subcommittee of one or more members of the committee.

Viad Corp | BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Committees /

Members in 2019

Description of Committee Responsibilities

Audit Committee

Meetings in 2019: 11

Virginia L. Henkels, Chair

Richard H. Dozer

Edward E. Mace

Robert E. Munzenrider¹

Joshua E. Schechter

The Audit Committee oversees the Company’s accounting and financial reporting and disclosure processes, the adequacy of the systems of disclosure and internal control that Management has established, and the audit of the Company’s financial statements. The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of our independent registered public accounting firm. The Audit Committee has authority to obtain advice and assistance from internal or external legal, accounting, or other advisors.

Among other things, the Audit Committee oversees:

•insurance and operational risks, risks related to financial controls, and the Company’s overall risk management practices;

•our compliance with legal and regulatory requirements;

•the performance of our internal auditor and internal audit function;

•compliance with the procedures the Audit Committee established for the receipt, retention, and treatment of complaints we receive regarding our accounting, internal accounting controls, or auditing matters; and

•our compliance and ethics program.

The Board has determined that all Audit Committee members are “financially literate,” as defined by NYSE listing standards, and that Ms. Henkels, and Messrs. Dozer and Munzenrider qualify as “audit committee financial experts” within the meaning of SEC regulations.

Corporate Governance and Nominating Committee

Meetings in 2019: 4

Andrew B. Benett, Chair

Virginia L. Henkels

Robert E. Munzenrider¹

Joshua E. Schechter

Each year, the Corporate Governance and Nominating Committee proposes a slate of directors for election by the shareholders at the annual meeting, and, when appropriate, proposes candidates to fill Board vacancies.

Among other things, the Corporate Governance and Nominating Committee also:

•manages the annual evaluation of the Board’s performance;

•manages the biennial peer review evaluation;

•reviews, and from time to time proposes changes to, the Corporate Governance Guidelines;

•regularly reviews and recommends changes to the non-employee directors’ compensation and benefits; and

•has the sole authority to retain or terminate any search firm retained to identify director candidates, or any compensation advisor retained to assist in reviewing and evaluating non-employee director compensation.

The Board has determined that all Corporate Governance and Nominating Committee members are independent within the meaning of the NYSE listing standards.

Viad Corp | BOARD OF DIRECTORS AND CORPORATE GOVERNANCE



Committees / Members in 2019	Description of Committee Responsibilities
Human Resources Committee Meetings in 2019: 7 Edward E. Mace, Chair Andrew B. Benett Denise M. Coll Richard H. Dozer	The Board appointed the Human Resources Committee to discharge the Board’s responsibilities related to our executives’ compensation and our employee benefit plans. Among other things, the Human Resources Committee: •oversees the development and implementation of the Company’s compensation philosophy and strategy as it pertains to executive officers and other employees; •reviews and approves our CEO’s salary, equity, and incentive compensation; •approves salaries, equity awards, incentive compensation, and supplemental benefits for our other executive officers; •approves incentive compensation targets and awards under various compensation plans and programs; •has sole authority to retain or terminate any compensation advisor retained to assist in evaluating our CEO’s and other executive officers’ compensation; •has authority to obtain advice and assistance from internal or external legal, accounting, or other advisors; and •has sole authority to approve grants of equity compensation to non-employee directors. The Board has determined that all Human Resources Committee members are independent within the meaning of the NYSE listing standards, they are all “non-employee” directors under SEC rules, and “outside directors” under the Internal Revenue Code of 1986, as amended (the “Code”).

Mr. Munzenrider has served on our Board since 2004 and has informed the Board that he will be retiring as a director following the Annual Meeting, and that he will not stand for re-election upon the expiration of his term at the Company’s 2021 annual meeting of shareholders. The Board appointed Mr. Munzenrider as a Director Emeritus, effective May 20, 2020, and running through the Company’s 2021 annual meeting of shareholders.

BOARD MEETINGS AND ANNUAL MEETING OF SHAREHOLDERS

As specified in our Guidelines, we expect each director to attend the annual meeting of shareholders, all Board meetings, and all meetings of committees on which they serve. We understand, however, that occasionally a director may be unable to attend a meeting. During 2019, the Board held four regular meetings and six special meetings, and acted seven times by unanimous written consent. During 2019, all directors attended more than 75% of the meetings of the Board and committees on which they served. All directors attended the 2019 annual meeting of shareholders.

MEETINGS OF NON-MANAGEMENT DIRECTORS

During 2019, the independent, non-management directors of our Board met in executive session at every regular meeting of the Board. Mr. Dozer, the Chairman of the Board, presided over all executive sessions.

Viad Corp | BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

BOARD COMPOSITION AND REFRESHMENT

VIAD BOARD REFRESHMENT
Since 2017:
✓		Added Mses. Henkels and Coll as new independent directors
✓		Average director tenure: 7.3 years
✓		Broadened areas of expertise represented on Board
✓		Average age: 60.2 years
✓		Periodic rotation of committee chairs and members

The continuous exchange of new ideas is vital to our Board’s success. The Board and the Corporate Governance and Nominating Committee recognize that the interplay between diverse viewpoints, experience, and backgrounds more effectively promotes our shareholders’ long-term interests. The Board believes that shareholders are best served by both the outside perspectives offered by new directors as well as the valuable experience and familiarity p rovided by longer-serving directors.

DIRECTOR NOMINATIONS

As provided in its charter and the Bylaws, the Corporate Governance and Nominating Committee has established procedures to consider candidates for Board membership. The Corporate Governance and Nominating Committee has authority under its charter to employ a third-party search firm to conduct research, review candidate data, and otherwise assist the Corporate Governance and Nominating Committee in identifying candidates to serve as a director. A shareholder who wishes to nominate a candidate for the Board should notify the office of the Corporate Secretary in writing at the address listed in the notice of meeting attached to this Proxy Statement. Any such recommendation must include:

•

The name and address of the candidate;

•

A brief biographical description, including the candidate’s occupation for at least the last five years, and a statement of the candidate’s qualifications, taking into account the qualification requirements set forth below; and

•

The candidate’s signed consent to serve as a director, if elected, and to be named in the proxy statement.

As required by our Bylaws, and as described in the “Submission of Shareholder Proposals and Director Nominations” section of this Proxy Statement, the Corporate Governance and Nominating Committee reviews the qualifications of any person timely and properly nominated by a shareholder.

In evaluating potential director nominees, the Corporate Governance and Nominating Committee reviews the candidate’s qualifications in light of the Board and Viad’s needs and given the then-current mix of director attributes. Director nominees are assessed on their qualification as independent, and by considering the candidate’s diversity, skills, and experience. Director nominees also must have common qualities expected of all Viad directors, including high personal and professional ethics, integrity and values, and a commitment to representing the long-term interests of our shareholders. The Corporate Governance and Nominating Committee also ensures that the members of the Board, as a group, maintain the requisite qualifications under the NYSE listing standards for members of the Audit, Human Resources, and Corporate Governance and Nominating Committees.

The Corporate Governance and Nominating Committee believes that newly elected directors offer fresh perspectives and ideas that are critical to a forward-thinking and strategic Board. Concurrently, the Corporate Governance and Nominating Committee recognizes that longer-serving directors facilitate effective decision-making through their experience and familiarity with our business. Accordingly, the Corporate Governance and Nominating Committee and the Board seek to maintain an appropriate balance of viewpoints, skills, professional experience, and backgrounds to effectively lead the Company and serve our shareholders’ long-term interests.

Viad Corp | BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

COMMUNICATION WITH OUR BOARD

Interested parties may communicate directly with non-management directors, including the Chairman of the Board, in writing at the following address: Viad Corp, 1850 North Central Avenue, Suite 1900, Phoenix, Arizona 85004-4565, Attention: Office of the Corporate Secretary. We promptly deliver all appropriate communications addressed to the Chairman or the non-management directors.

RELATED PERSON TRANSACTIONS

Our Board has adopted written policies and procedures for reviewing and approving related person transactions. Whenever practical, the Corporate Governance and Nominating Committee must preapprove a related person transaction, otherwise the Corporate Governance and Nominating Committee must promptly ratify it. If ratification is not forthcoming, Management must make reasonable efforts to cancel or annul the transaction. The Corporate Governance and Nominating Committee Chair may approve a related person transaction when it is not practicable or desirable to wait until the next Corporate Governance and Nominating Committee meeting for approval. In those instances, the Chair will report any approval at the next meeting. The Corporate Governance and Nominating Committee annually reviews any existing related person transactions with the General Counsel to ensure compliance with understandings and commitments made at the time they were approved.

There were no related person transactions during 2019.

HUMAN RESOURCES COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the members of the Human Resources Committee are or have been a Viad officer or employee. We are not aware of any interlocking relationships between any member of our Board or the Human Resources Committee and any member of the board of directors or compensation committee of any other company during 2019 that would require disclosure under the applicable securities rules or regulations.

Viad Corp | BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

DIRECTOR COMPENSATION

Each non-employee director receives compensation for service on our Board and any of its committees. Directors who are also Viad officers or employees receive no special or additional remuneration for service on the Board nor do they serve on any Board committees. Mr. Moster is the only officer-director currently serving on our Board, and was the only officer-director serving on the Board during 2019. Our directors are subject to the stock ownership guidelines described in the “Stock Ownership Guidelines” subsection of the CD&A section of this Proxy Statement. The Corporate Governance and Nominating Committee regularly reviews the Company’s director compensation program to ensure that it remains competitive in order to retain and attract highly qualified candidates to serve on our Board.

This table shows the components of our non-employee directors’ annual compensation for their Board service during 2019:


COMPENSATION COMPONENTS (ANNUAL)	TOTAL ($)
Annual Retainer	45,000¹
Audit Committee Chair Retainer	20,000¹
Corporate Governance and Nominating Committee Chair Retainer	10,000¹
Human Resources Committee Chair Retainer	17,500¹
Independent Chairman Retainer	100,000¹
Fee for each Board meeting attended	1,600
Fee for each Committee meeting attended	1,500
Annual Restricted Stock Grant	115,000¹

The cash retainers are paid quarterly in arrears. The annual restricted stock grant occurs each February and vests 100% one year from the date of grant. Upon termination, directors who meet certain criteria will receive full vesting of the award. For restricted stock grants made prior to February 2018, vesting is three years from the date of grant and directors who terminate their service and who meet certain criteria will be entitled to a pro-rata share of their awards.

2020 DIRECTOR COMPENSATION

At its quarterly meeting in February 2020, the Corporate Governance and Nominating Committee recommended, and the Board approved, the following increases in the Board and Committees’ annual compensation effective as of February 25, 2020. However, due to impact on our business of the novel Coronavirus, to help us preserve our cash position, our Board voluntarily reduced their cash payments relating to their annual retainer and their Committee retainers by 50% for our second quarter of 2020:


COMPENSATION COMPONENTS (ANNUAL)	TOTAL ($)
Annual Retainer	65,000¹
Audit Committee Chair Retainer	25,000¹
Corporate Governance and Nominating Committee Chair Retainer	15,000¹
Human Resources Committee Chair Retainer	20,000¹
Independent Chairman Retainer	100,000¹
Committee Member Retainers •Audit •Human Resources •Corporate Governance & Nominating	25,000¹ 20,000¹ 15,000¹
Per Meeting Fee for each Board meeting beyond 8 meetings	1,500
Annual Restricted Stock Grant	125,000¹

Viad Corp | DIRECTOR COMPENSATION

¹	All cash retainers are paid quarterly in arrears. The annual restricted stock grant occurs each February and vests 100% one year from the date of grant. Upon termination, directors who meet certain criteria will receive full vesting of the award.

The following table shows 2019 non-employee directors’ compensation.

Name	Fees Earned or Paid in Cash ($)		Stock Awards¹ ($)		All Other Compensation² ($)		Total ($)
(a)	(b)		(c)		(g)		(h)
Mr. Benett		86,000		114,986		2,630		203,616
Ms. Coll		71,500		114,986		130		186,616
Dr. Cunningham³		58,900		114,986		130		174,016
Mr. Dozer		188,000		114,986		5,130		308,116
Ms. Henkels		93,027		114,986		130		208,143
Mr. Mace		105,500		114,986		130		220,616
Mr. Munzenrider⁴		90,973		114,986		1,130		207,089
Mr. Schechter		82,000		114,986		3,130		200,116

In 2019, in accordance with our director compensation policy, each of the non-employee directors, received 1,974 shares of restricted stock with a grant date fair value of $114,986, effective as of the grant date of February 26, 2019. If a non-employee director takes office after the February restricted stock grant, the new director’s restricted stock grant is pro-rated based on the date of election. At December 31, 2019, each of our non-employee directors held the following shares of restricted stock that had not yet vested: Messrs. Benett, Dozer, Mace, Munzenrider and Schechter and Dr. Cunningham – 4,081 shares; Ms. Coll –1,974 shares; and Ms. Henkels – 2,408 shares. The grant date fair value of the restricted stock awards was determined in accordance with FASB ASC 718. See Note 3, “Share-Based Compensation,” to the consolidated financial statements included in our 2019 Annual Report on Form 10-K for the assumptions made in determining these values.

²	This column reflects matching charitable contributions pursuant to the Directors’ Matching Gift Program, accidental death and dismemberment insurance benefits, and travel accident insurance benefits.

Dr. Cunningham’s term as a director ended as of the 2019 annual meeting of shareholders. She served as Director Emeritus until December 31, 2019, receiving the remainder of her 2019 non-employee director annual retainer and full vesting of the restricted stock grants previously awarded to her upon the completion of the applicable vesting period for each of those grants.

⁴

Viad Corp | DIRECTOR COMPENSATION

STOCK OWNERSHIP INFORMATION

The following table shows the amount of Viad common stock beneficially owned at March 20, 2020, unless otherwise noted, by our non-employee directors, director nominees, executive officers, individually and as a group, and each person or group we know is the beneficial owner of more than 5% of our outstanding common stock. We have determined beneficial ownership in accordance with SEC rules, and the information is not necessarily indicative of beneficial ownership for any other purpose. To our knowledge, none of the common stock owned by these individuals is subject to any pledge. Unless otherwise indicated, each of the named individuals has sole voting and investment power with respect to the shares shown, other than property rights of spouses.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Viad Corp, 1850 North Central Avenue, Suite 1900, Phoenix, Arizona 85004-4565.

Name	Number of Shares Beneficially Owned¹			Percent of Shares Beneficially Owned²
5% Holders
BlackRock, Inc. 55 East 52^nd Street, New York, NY 10055	3,401,179		³	16.7%
Dimensional Fund Advisors LP 6300 Bee Cave Road, Building One, Austin, TX 78746		1,570,816	⁴	7.7%
The Vanguard Group 100 Vanguard Blvd., Malvern, PA 19355		1,331,691	⁵	6.6%

Directors
Andrew B. Benett		18,657		*
Denise M. Coll		5,368		*
Richard H. Dozer		27,245		*
Virginia L. Henkels		7,159	⁶	*
Edward E. Mace		16,169	⁶	*
Robert E. Munzenrider		20,142	⁷	*
Joshua E. Schechter		30,089		*
Named Executive Officers
Steven W. Moster		83,732	⁶	*
Ellen M. Ingersoll		122,367	⁶	*
Jay A. Altizer		9,464		*
David W. Barry		20,046		*
Derek P. Linde		9,271		*
All Executive Officers and Directors as a Group (15 persons total)		388,735		1.9%

*	Less than 1%.

¹	Includes 60,719 shares of unvested restricted stock held by the non-employee directors and executive officers. Future vesting of restricted stock is generally subject to continued employment with the Company.

²	Based on 20,380,630 shares of our common stock outstanding on March 20, 2020, unless otherwise noted.

The information is based on a filing by BlackRock, Inc. on February 4, 2020, with the SEC, on Schedule 13G/A. The firm’s filing reported that, as of December 31, 2019, it and its affiliated companies in the aggregate have sole voting power over 3,301,143 shares and sole dispositive power over 3,401,179 shares.

⁴

The information is based on a filing by Dimensional Fund Advisors LP on February 12, 2020, with the SEC, on Schedule 13G/A. The firm’s filing reported sole voting power over 1,518,838 shares and sole dispositive power over 1,570,816 shares, as of December 31, 2019. Dimensional Fund Advisors LP, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company

Viad Corp | STOCK OWNERSHIP INFORMATION

Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over the securities of the Issuer that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Issuer held by the Funds. However, all securities reported in this schedule are owned by the Funds. Dimensional disclaims beneficial ownership of such securities.

⁵

The information is based on a filing by The Vanguard Group on February 12, 2020, with the SEC, on Schedule 13G/A. The firm’s filing reported that, as of December 31, 2019, it and its affiliated companies in the aggregate have sole voting power over 42,947 shares and shared voting power over 8,760 shares, sole dispositive power over 1,282,827 shares and shared dispositive power over 48,864 shares.

⁶

Includes, for Ms. Henkels, 7,159 shares of common stock owned by the Henkels Family Living Trust, for which Ms. Henkels has sole voting and investment power, for Mr. Mace, 13,946 shares of common stock owned by the Mace Revocable Trust, for which Mr. Mace has shared voting and investment power, for Mr. Moster, 666 shares of common stock owned by his spouse, and for Ms. Ingersoll, 70,227 shares of common stock owned by the Ellen M. Ingersoll Family Trust, for which Ms. Ingersoll has sole voting and investment power.

⁷

Viad Corp | STOCK OWNERSHIP INFORMATION

HUMAN RESOURCES COMMITTEE REPORT

The Human Resources Committee has reviewed and discussed with Management the Compensation Discussion and Analysis included in this Proxy Statement. Based on the review and discussions, the Human Resources Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 26, 2020.

HUMAN RESOURCES COMMITTEE

Edward E. Mace, Chair

Andrew B. Benett

Denise M. Coll

Richard H. Dozer

Viad Corp | HUMAN RESOURCES COMMITTEE REPORT

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) explains our NEOs’ 2019 compensation program and how it is linked to our 2019 performance and strategic objectives. Our 2019 NEOs were:

Steven W. Moster		President and Chief Executive Officer
Ellen M. Ingersoll		Chief Financial Officer
Jay A. Altizer		President of GES
David W. Barry		President of Pursuit
Derek P. Linde		General Counsel and Corporate Secretary

Specifically, this CD&A contains the following sections:

Executive Summary: summarizes the principles of our compensation program.

II.

Key Business Results: summarizes our 2019 results and the effect of that performance on our NEOs’ compensation.

III.

Pay for Performance Philosophy: describes our pay for performance philosophy and discusses our executive compensation framework.

IV.

Decision-Making Process: explains how the Human Resources Committee makes decisions and what factors it considers in setting compensation for our NEOs.

Compensation Components: discusses each element of our compensation program and the objectives for each element.

VI.

Other Aspects of Our Compensation Program: addresses other policies and processes related to our executive compensation program.

We encourage you to read this CD&A in conjunction with “Proposal 3: Advisory Approval of Named Executive Officer Compensation.” The tables following this CD&A provide additional compensation information for our NEOs.

I.	EXECUTIVE SUMMARY

The Human Resources Committee designed our executive compensation program to align the interests of our executive officers with those of our shareholders and it is guided by a “pay for performance” philosophy.

Our “pay for performance” philosophy is the foundation of the design and management of our executive compensation program. Our overarching objective is to attract, motivate, and retain executives who will deliver long-term shareholder value. We believe that an important component of our success is our executive compensation program, which provides strong links to both Company and individual performance.

We are an experience company, focused on hospitality and attractions through our Pursuit business unit, and live events through our GES business unit. Pursuit is a collection of inspiring and unforgettable travel experiences in Alaska and Montana in the United States, and in Banff, Jasper, and Vancouver in Canada, and in Reykjavik, Iceland, that includes attractions, lodges and hotels, and sightseeing tours that connect guests with iconic places. GES is a global, full-service live events company offering a comprehensive range of services to the world's leading brands and event organizers. For more information about our business, please refer to the “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our 2019 Form 10-K.

Each year, the Human Resources Committee approves, and the Board ratifies, performance goals that drive financial and strategic objectives designed to increase shareholder value. In 2019, we delivered solid financial performance and we made important progress on our key long-term strategic objectives. The Human Resources Committee

Viad Corp | COMPENSATION DISCUSSION AND ANALYSIS

believes that our NEOs’ compensation program recognizes their contributions to our performance and reflects alignment between executive pay and Company performance. Accordingly, the Board recommends that shareholders approve, in an advisory vote, our NEOs’ compensation as set forth in this CD&A.

II.	KEY BUSINESS RESULTS

We continued to make progress against our stated growth strategy during 2019, with ongoing investments to enhance, strengthen, and scale our offerings.

Pursuit Growth Strategy: Refresh, Build, Buy

Our Pursuit growth strategy is focused on three objectives—Refresh, Build, Buy—that are helping to position Pursuit as a leading global attractions and hospitality company. Through this strategy, we added important scale to this high-margin business by improving and expanding Pursuit’s global collection of inspiring and iconic adventure travel experiences.

During 2019, we:

•

Completed several significant growth projects, including:

The development of FlyOver Iceland in Reykjavik.

The development of the West Glacier RV Park and Cabin Village at the West entrance of Glacier National Park in Montana.

The refresh of our food and beverage operations at Maligne Lake and Maligne Canyon, in Jasper, Alberta, Canada.

The renovation and rebranding of the Glacier View Lodge at the Columbia Icefield in Jasper.

The 36-room expansion of the Windsong Lodge in Seward, Alaska.

•

Completed three acquisitions:

A 60% stake in Mountain Park Lodges’ seven lodging properties that represent 31% of the bed base in Jasper.

The Belton Chalet that increases our scale in West Glacier, Montana.

A 51% stake in an Icelandic entity that will operate a new geothermal lagoon (the Sky Lagoon), which is in development.

•

Announced plans to open two additional FlyOver attractions in Las Vegas and Toronto, Canada.

•

Delivered 10.7% organic revenue¹ growth and 20.3% in overall revenue growth at Pursuit with strong results from recent acquisitions.

GES Growth Strategy: Preferred Global, Full-Service Provider for Live Events

Our GES growth strategy is to position GES as a leading global live events company. We are focused on elevating the client experience, growing our share within the corporate event market, and improving our profitability through our efforts to Simplify, Transform and Grow the business.

During 2019, we:

•

Realized 11.8% growth in revenue from Corporate Events.

•

Undertook various restructuring actions to streamline our global operations and improve our cost structure that are expected to result in annualized cost savings of more than $8 million.

•

Made selective investments to standardize our product offerings to drive client satisfaction and ease of execution.

•

Delivered 3.4% growth in overall revenue at GES through new wins and same-show growth that more than offset a revenue reduction of about $26 million from the combination of negative show rotation and exchange rate variances.

Viad Corp | COMPENSATION DISCUSSION AND ANALYSIS

Overall, our efforts improved consolidated financial performance and delivered strong total shareholder returns in 2019.

Key financial results for 2019 include the following:

•

Revenue increased 5.8%.

•

Segment Operating Income¹ increased 1.9%, or 4.8% when adjusting to exclude acquisition-related costs and start-up costs related to the development of new Pursuit attractions.

Since fiscal 2016, we have delivered:

•

13.8% growth in revenue, including 45.3% growth at Pursuit and 8.9% growth at GES.

•

16.5% growth in Adjusted Segment EBITDA¹driven by growth at Pursuit.

•

56.5% total shareholder return, which was more than double that of the Russell 2000 Index and exceeded the Russell 2000 in the three-year period ending in 2019.

SEC Regulations define Organic Revenue, Segment Operating Income, and Adjusted Segment EBITDA as “non-GAAP financial measures.” Please see Appendix A to this Proxy Statement for a reconciliation of Organic Revenue to the U.S. GAAP financial measure of Revenue and a reconciliation of Adjusted Segment EBITDA and Segment Operating Income to the U.S. GAAP financial measure of Net Income Attributable to Viad.

2019 Incentive Outcomes

As more fully described in this CD&A, as a result of our 2019 performance, our NEOs including our Chief Executive Officer, earned short-term incentive payouts at levels below target for fiscal 2019. In addition, each of the NEOs who were granted an award under the fiscal year 2017 through fiscal year 2019 cycle of the Performance Unit plan earned long-term incentive payouts consistent with overall business performance during that time period. The Human Resources Committee believes that its fiscal 2019 compensation decisions appropriately reflect its pay for performance philosophy. This philosophy is focused on compensating executives based on actual company performance and aligning Management’s interest with those of our shareholders.

III.	PAY FOR PERFORMANCE PHILOSOPHY

We actively pursue a pay for performance philosophy. We designed our short- and long-term incentive goals to drive financial performance and to enhance shareholder value, aligning the financial interests of our NEOs, other executive officers, and key management employees with our shareholders’ financial interests. Consistent with our philosophy, we designed our executive compensation program to accomplish the following core objectives:

•

Encourage Shareholder Value Creation. We designed our executive compensation program to motivate executives and key management employees to achieve our short- and long-term operating and financial goals, with the ultimate objective of enhancing shareholder value.

•

Attract, Motivate, and Retain Top Executives. We believe that it is critical to our success to attract, motivate, and retain talented management employees. A strong and stable management team is better positioned to provide effective leadership and to deliver results consistent with shareholders’ interests.

•

Promote Accountability and Strategic Decision-Making. Our executive compensation program encourages our NEOs, other executive officers, and key management employees to consider the risks associated with decisions that may affect our business performance. Our compensation program is designed to ensure that these constituent groups participate in the risks and rewards associated with our financial performance and ownership of Viad common stock.

•

Promote Balanced Risk-Taking and Ethical Behavior. Integrity is a core value that we reinforce through our executive compensation program. It includes clawback provisions for short- and long-term incentive awards that are triggered if a NEO or other executive officer engages in conduct detrimental to our interests or

Viad Corp | COMPENSATION DISCUSSION AND ANALYSIS

contrary to our ethical standards. We believe that these measures promote balanced risk-taking and ethical behavior, which ultimately protects shareholder value.

IV.	DECISION-MAKING PROCESS

The Human Resources Committee annually reviews and approves our executive compensation program and compensation for our NEOs and other executive officers. Our CEO makes a recommendation to the Human Resources Committee regarding the compensation of executive officers; however, the Human Resources Committee may adjust:

•

Annual base salary levels;

•

Short-term (annual) incentive opportunities, performance goals, the achievement of performance targets, and payment of incentive awards;

•

Long-term incentive awards, performance goals, the achievement of performance targets, and any payment of long-term incentive awards; and

•

Any special or supplemental compensation or benefits.

The Human Resources Committee approves, and the other independent members of the Board ratify, all elements of our CEO’s compensation.

Base salary adjustments, if any, are effective January 1st for our CEO, and April 1st of each year for other NEOs and executive officers.

At its February 2019 meeting, the Human Resources Committee approved long-term incentive awards to executive officers for the 2019–2021 performance period (as discussed in the CD&A subsection “Long-Term Incentives”), and at its March 2019 meeting, the Human Resources Committee approved performance goals and targets for the 2019 Management Incentive Plan (“MIP”) and the 2019-2021 Performance Unit Plan (“PUP”).

INDEPENDENT COMPENSATION ADVISOR

The Human Resources Committee has sole authority to retain or terminate an independent compensation advisor and to approve the advisor’s fees. For 2019, the Human Resources Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”), a national independent consulting firm, to serve as its independent compensation advisor. During 2019, FW Cook regularly attended Human Resources Committee meetings and advised on matters including our executive compensation program design and relative pay for performance. FW Cook also provided market data, analysis, and advice regarding our NEOs’ and other executive officers’ compensation. In addition to advising the Human Resources Committee on executive pay, FW Cook advised the Corporate Governance and Nominating Committee concerning compensation of the independent members of our Board. FW Cook has not provided any services to us other than the executive and director compensation consulting services provided to the Human Resources, and Corporate Governance and Nominating Committees.

COMPETITIVE ANALYSIS AND RESOURCES

In determining 2019 executive pay, FW Cook reviewed with, and provided competitive pay data to, the Human Resources Committee. Pay data included base salary, short-term incentives, long-term incentives, and total compensation values from public filings made by our comparator group companies (as discussed in ‟Compensation Comparator Group” below) and from published compensation surveys. The Human Resources Committee approved the annual base salary, target short-term incentive, and target long-term incentive values for each NEO after considering the competitive data and other factors, including an assessment of individual performance, experience, and each NEO’s special expertise.

Viad Corp | COMPENSATION DISCUSSION AND ANALYSIS

Based on the information that the Human Resources Committee reviewed, and in consultation with FW Cook, our compensation program delivered total compensation amounts to our NEOs that are aligned with our stated pay philosophy.

COMPENSATION COMPARATOR GROUP

Due to our unique and diverse mix of businesses (from marketing and event services to travel and recreation services), we cannot identify a singular ‟peer group” that accurately reflects the nature of our core businesses. The Human Resources Committee has the discretion to change the comparator group from time to time to help ensure that it provides a reasonable point of comparison for our executive officer compensation program. Such changes may reflect changes in our business, or changes at comparator group companies. After consultation with FW Cook, the comparator group referenced by the Human Resources Committee in making decisions related to executive officer compensation for 2019 included 15 companies whose businesses are comparable with some portion of ours, as further discussed below:

2019 Comparator Group
Company Name	Ticker Symbol	Company Name	Ticker Symbol
Cedar Fair LP	FUN	Red Rock Resorts, Inc.	RRR
Deluxe Corp.	DLX	Ryman Hospitality Properties, Inc.	RHP
Eldorado Resorts, Inc.	ERI	SP Plus Corp.	SP
Emerald Expositions Events, Inc.	EEX	Sykes Enterprises, Inc.	SYKE
Healthcare Services Group, Inc.	HCSG	SeaWorld Entertainment, Inc.	SEAS
InnerWorkings, Inc.	INWK	Vail Resorts, Inc.	MTN
Matthews International Corp.	MATW	VSE Corp.	VSEC
The Madison Square Garden Co.	MSG

The comparator group was selected based on the following criteria:

•

Business Relevance. The comparator group includes leisure and hospitality services companies and business-to-business services companies (including, among others, diversified support services, offices services, and commercial printing services), thus representing both elements of our business operations.

•

Revenue Comparability. All companies had revenue between approximately one-half and two times our annual revenue.

OUR SHAREHOLDER OUTREACH PROGRAM

We consider our shareholders’ perspectives on all aspects of our business, including executive compensation. Management and our Board have used the shareholder outreach program to gather shareholder input on a range of topics related to executive compensation and governance matters, including the alignment between pay and performance and our long-standing philosophy to base a significant portion of executive compensation on sustained, long-term performance and shareholder value creation. We ensure that at least one director is available for consultation and direct communication with shareholders, as appropriate.

Viad Corp | COMPENSATION DISCUSSION AND ANALYSIS

V.	COMPENSATION COMPONENTS

Our 2019 executive compensation program included the following components and objectives:

Component	Type	Objectives
Base Salary	Fixed	● Attract and retain executives ● Provide a competitive base salary for level of responsibility
Short-Term (Annual) Incentives	Variable	● Align executive pay with our annual operating results ● Promote accountability for decision-making
Long-Term Incentives	Variable	● Align management and shareholder goals by linking management compensation to share price over an extended period ● Encourage a longer-term view of our performance ● Reward achievement of long-term company performance goals ● Retain key executives
Perquisites and Other Personal Benefits	Fixed	● Promote personal health and well-being of our executive officers
Retirement Income and Savings Plans	Fixed	● Provide competitive capital accumulation plans
Post-Termination Compensation and Benefits	Fixed	● Attract and retain executives ● Promote equitable separations between Viad and our executives

PAY MIX

Our executive compensation program comprises a mix of fixed and variable pay components. The table below summarizes the mix of short- and long-term compensation components for our CEO and other NEOs in 2019:

Components of 2019 Compensation As a Percentage (%) of Targeted Total Direct Compensation

Name	Base Salary (%)	Targeted Short-Term (Annual) Incentives (%)	Targeted Long-Term Incentives¹ (%)
Steven W. Moster	22%	22%	56%
Ellen M. Ingersoll	37%	22%	41%
Jay A. Altizer	46%	25%	29%
David W. Barry	40%	22%	38%
Derek P. Linde	50%	22%	28%

¹	The percentage calculation for this column is based on the estimated future payout value for long-term incentives as of the award date. Excludes special awards of restricted stock.

Each component of our 2019 compensation program for NEOs is discussed below.

BASE SALARY

Base salaries represent a fixed portion of the executive compensation package. Our Human Resources Committee reviews executive base salaries annually and considers, among other factors, the executive’s base salary relative to executives in comparable roles with companies in our comparator group and other companies of comparable revenue. We describe this more fully in the CD&A subsection “Competitive Analysis and Resources”.

Viad Corp | COMPENSATION DISCUSSION AND ANALYSIS

SHORT-TERM (ANNUAL) INCENTIVES

Our Management Incentive Plan (“MIP”) is an annual, cash-based incentive program. The Human Resources Committee approves the performance measures, as well as Threshold, Target, and Maximum performance levels, for each measure, during the first quarter of each year. The performance targets are established considering both the prior fiscal year’s operating results and current fiscal year projections. The Threshold performance level is the minimum performance level required for any MIP payout, while the Maximum represents the performance level at which the maximum incentive payout may be achieved. Following the conclusion of the fiscal year, the Human Resources Committee reviews the Company’s performance under each measure against the pre-established targets. Based on this review and a qualitative assessment of the Company’s performance, the Human Resources Committee may approve payouts as calculated under the MIP or, considering various factors it deems appropriate, reduce the calculated payout, which may include determining that no payout is warranted under the plan.

The performance measures and relative weightings for the 2019 Management Incentive Plan were:

2019 MIP
Performance Measure		Weighting
Operating Income		60%
Revenue		10%
Operating Margin		30%

Operating Income served as a performance “gate” for any payout under the MIP, meaning that no payout for the Revenue or Operating Margin goals could be earned unless the Operating Income goal is achieved at or above Threshold. For 2019, achievement by the NEOs at Threshold earned a payout at 50% of the applicable performance goal’s weight. Achievement at Target earned a payout at 100%, and achievement at Maximum earned a payout at 175% (the maximum achievement level or “cap”). For each performance goal, the payout percentage was interpolated on a linear basis for performance between Threshold and Target, or between Target and Maximum.

2019 Short-Term Incentive Performance Goals, Weighting and Targets¹
			Targeted Achievement Levels
	Performance Goal²	Weight	Threshold	Target	Maximum	Actual Results
Viad Consolidated	Operating Income	60%	$75,900	$84,100	$96,400	$81,167
	Revenue	10%	$1,319,100	$1,363,300	$1,429,700	$1,360,873
	Operating Margin	30%	5.8%	6.2%	6.7%	6.0%

Pursuit	Operating Income	60%	$51,300	$55,300	$61,300	$52,714
	Revenue	10%	$206,000	$215,700	$230,300	$205,550
	Operating Margin	30%	24.9%	25.7%	26.9%	25.6%

GES	Operating Income	60%	$35,800	$40,000	$46,300	$37,155
	Revenue	10%	$1,113,100	$1,147,600	$1,199,400	$1,155,323
	Operating Margin	30%	3.2%	3.5%	4.0%	3.2%

All dollar amounts are shown in thousands (000) of U.S. dollars ($) unless indicated as a percentage (%). For purposes of evaluating achievement, we converted the financial results to U.S. dollars at the same fixed exchange rates used when establishing the targeted achievement levels to eliminate any benefit or detriment related to exchange rate variances. The exchange rates used were as follows: Canadian dollar (0.77 to 1), British pound (1.30 to 1), Euro (1.16 to 1), and Icelandic Krona (0.0083 to 1).

Operating Income for Viad Consolidated is equal to Segment Operating Income less unallocated corporate expenses. The Operating Income and Operating Margin performance goals exclude specific items that are identified at the beginning of the year, certain items that are of a non-operating nature, unplanned acquisitions, and other items for which Management does not want to create an incentive. These items include acquisition transaction-related and integration expenses, and certain other specified items.

Viad Corp | COMPENSATION DISCUSSION AND ANALYSIS

The formula for calculating an award under our short-term incentive program is:

(Annual Base Salary Earnings) x (Target Percentage) x (Company Achievement)

For 2019, we paid annual incentives to Messrs. Moster and Linde, and Ms. Ingersoll as 2019 Viad performance goals under the MIP were achieved at 81.5% of Target, to Mr. Barry as Pursuit 2019 performance goals under the MIP were met at 68.7% of Target, and to Mr. Altizer as GES 2019 performance goals under the MIP were met at 65.8% of Target. Payout percentages for our NEOs in 2019 were as follows:

Name	Threshold¹ (%)		Target (%)		Maximum² (%)		Actual (%)
Steven W. Moster		30.0		100.0		175.0		73.4³
Ellen M. Ingersoll		18.0		60.0		105.0		48.9
Jay A. Altizer		16.5		55.0		96.3		36.2
David W. Barry		16.5		55.0		96.3		37.8
Derek P. Linde		13.5		45.0		78.8		36.7

Operating Income serves as a performance “gate” for any payout under the MIP, meaning that payouts are not earned for the Revenue or Operating Margin goals unless the Operating Income goal is achieved at or above Threshold. Achievement at Threshold pays out at 50% of a performance goal’s weight. In 2019, the performance goal weight of Operating Income was 60%. The “Threshold” column reflects the NEO’s Target level (as reflected in the “Target” column above) multiplied by 30%, which reflects Company achievement of Operating Income at the Threshold level and is calculated as follows: (Threshold amount of 50%) x (Operating Income performance goal weight of 60%) = 30%. For example, we calculated Mr. Moster’s Threshold achievement percentage as follows: (Threshold amount of 50%) x (Operating Income performance goal weight of 60%) x (Mr. Moster’s Target achievement percentage of 100%) = 30%.

²	Reflects the NEO’s Target level times the company achievement factor at the Maximum level of 175%.

While Mr. Moster’s 2019 MIP award would have been earned at 81.5% of Target based solely on achievement of the 2019 Viad performance goals, the Human Resources Committee determined to exercise its discretion based upon the Company’s 2019 performance, and approved a payout to Mr. Moster at 73.4% of Target.

CHANGES FOR 2020

In 2019, the Human Resources Committee approved changes to our 2020 short-term incentive compensation plan to enhance alignment in our short- and long-term incentive programs. The 2020 short-term incentive plan will comprise two financial measures: revenue and EBITDA.¹ Revenue will be weighted 25% and EBITDA will be weighted 75%. Additionally, the maximum payout will increase from 175% of Target to 200% of Target to better align with market practices and reward superior performance results. The Human Resources Committee believes these changes further strengthen the alignment between executive pay and company performance.

On March 23, 2020, we announced that due to the effect of the novel coronavirus on our business, our NEOs voluntarily reduced their base salaries for a 90-day period beginning March 25, 2020 as follows:

Name & Title		% Reduction
Steven W. Moster		50%
Ellen M. Ingersoll		30%
Jay A. Altizer		20%
David W. Barry		50%
Derek P. Linde		20%

Viad Corp | COMPENSATION DISCUSSION AND ANALYSIS

related and integration expenses, the results of any acquisitions that were not contemplated in the plan, and certain other specified items.

LONG-TERM INCENTIVES

Performance units and restricted stock are the two components of our long-term incentive program for NEOs and other executive officers, other than our CEO whose long-term incentive compensation is entirely in the form of Performance Units. The type and mix of long-term incentive awards in 2019 were:

Type	Brief Description	Long-Term Incentive Mix
Performance Units	● 3-year performance period ● Payout subject to performance and payable in cash based on 10-day trading average of Viad common stock ● Relative TSR, ROIC, and EBITDA performance goals ● Subject to clawback provisions	CEO: 100%¹ All Other NEOs: 70%²

Restricted Stock	● 3-year ratable vesting period ● Subject to clawback provisions	CEO: 0% All Other NEOs: 30%²

¹	Mr. Moster’s performance units are payable in cash for the Relative TSR performance goal and are payable in shares of Viad common stock for the ROIC and EBITDA performance goals. At Target performance, this results in a mix of 30% cash-settled and 70% stock-settled performance units.

Messrs. Altizer, Barry and Linde, and Ms. Ingersoll were granted awards under the annual long-term incentive program, allocated 70% in Performance Units and 30% in Restricted Stock. In addition, Messrs. Altizer, Barry, and Linde each were awarded a special grant of restricted stock with a grant date value of $150,000, with the same 3- year ratable vesting schedule as all other restricted stock awards issued to executives in 2019. Mr. Altizer was also awarded a $50,000 grant of restricted stock upon his promotion to President of GES.

The mix of performance units and restricted stock places a heavy emphasis on Viad’s financial performance and provides an incentive for executives to enhance shareholder value over a multi-year period. Ultimately, the value of each executive’s award will depend greatly upon the value of Viad common stock at the time of vesting or payout. Our long-term incentive awards also serve as an effective retention tool, as each type of award has a three-year vesting period.

PERFORMANCE UNITS

We designed the PUP to focus participants on the long-term interests of our shareholders by tying the value of the awards to our performance over a three-year period. The performance period for the 2019-2021 PUP began on January 1, 2019 and will end on December 31, 2021. We will pay our participating executives any awards, if earned, in the first quarter of 2022.

The Human Resources Committee believes the Russell 2000 Index provides an appropriate comparator to measure how our stock price is performing relative to the stock prices of companies in the same stock market index and with similar market capitalizations.

The performance goals for the 2019-2021 Performance Unit Incentive Plan, along with their relative weights, are:

2019 PUP
Performance Goals		Weighting
Relative TSR¹		30%
EBITDA²		35%
ROIC³		35%

Relative TSR is a goal measured by our performance relative to other Russell 2000 Index constituents. For the performance units awarded in 2019, TSR for Viad and each Russell 2000 Index constituent is based on: (a) the average closing stock price during the 20 consecutive trading days prior to and including December 31, 2018 (“Initial Stock Price”); (b) dividends paid

Viad Corp | COMPENSATION DISCUSSION AND ANALYSIS

between January 1, 2019, and December 31, 2021, calculated on a per share basis using the ex-dividend date with respect to each such dividend (“Dividends Paid”); and (c) the average closing stock price during the 20 consecutive trading days prior to and including December 31, 2021 (“Ending Stock Price”). We calculate TSR for Viad and each Russell 2000 Index constituent as follows: (Ending Stock Price + Dividends Paid – Initial Stock Price) / Initial Stock Price.

EBITDA is a non-GAAP financial measure and means earnings from continuing operations before interest expense and interest income, income taxes, depreciation, amortization, restructuring charges, impairment losses and recoveries, and income/loss attributable to non-controlling and redeemable non-controlling interests. The EBITDA performance goal excludes specific items that are identified at the beginning of the plan cycle, certain items that are of a non-operating nature, and other items for which Management does not want to create an incentive. These items include acquisition transaction-related and integration expenses, and certain other specified items. Additionally, EBITDA contributions from businesses acquired during the measurement period are only included in the calculation of EBITDA if the EBITDA performance goal is otherwise attained at or above the Target level. However, EBITDA from acquisitions is not included during the first calendar year of our ownership. This treatment of acquisitions is intended to balance Management’s focus between delivering strong organic results and driving growth through acquisition.

ROIC means return on invested capital, and we define it as EBITA/Average Capital. EBITA is defined as the PUP EBITDA measure minus depreciation expense, plus rent expense (excluding short-term rent expense that is recognized in cost of sales), minus implied depreciation expense on capitalized operating leases. We define “Average Capital” as the average of the beginning and end of year balances for the following assets and liabilities: accounts receivable; inventory; accounts payable; accrued compensation; customer advances; net PP&E and capitalized operating leases; gross goodwill; and intangibles arising from acquisitions completed after the MoneyGram spin-off on June 30, 2004. We exclude the EBITA and Average Capital from businesses acquired during the measurement period from measurement of the ROIC performance goal. Additionally, the Average Capital (above any amounts that may be specifically provided for in the targeted achievement levels for ROIC) associated with major organic corporate development projects is included in the calculation of ROIC when the asset or asset improvement is placed in service, as defined by GAAP. This treatment of acquisitions and major organic corporate development projects is intended to avoid a possible disincentive for acquiring businesses or investing in large, multi-year development projects that will generate strong returns over the long-term but put temporary downward pressure on Viad’s ROIC in the short-term. The Human Resources Committee believes that the combination of the Relative TSR performance goal, the ROIC performance goal, and the EBITDA performance goal provides strong alignment with shareholder returns and encourages management to be strong stewards of shareholder capital.

Achievement and Payout

At the end of the three-year performance period, the Human Resources Committee reviews the Company’s performance under the PUP against the pre-established targets. Based on this review and a qualitative assessment of the Company’s performance over the three-year performance period, the Human Resources Committee may approve payouts as calculated under the PUP or, considering various factors it deems appropriate, reduce the calculated payout, which may include determining that no payout is warranted. The Human Resources Committee may not increase the calculated award under the PUP. The calculated value of the payouts to the NEO is determined as follows:

(Number of units) x (Unit value*) x (Achievement Factor)

Unit value is determined using the average price of our common stock during the 10-day trading period beginning on the day following the public announcement of our year-end financial results for the final year of the performance period. As discussed in the CD&A subsection “Highlights of Our Compensation Program,” beginning with the 2016–2018 performance period, if targets are achieved, 70% of our CEO’s performance units will be paid out in Viad common stock, and 30% in cash. The Human Resources Committee believes that this more closely aligns our CEO’s compensation with the performance of our stock and the interests of our shareholders over the long-term. Awards to the other NEOs and executives will be paid out in cash, according to the payout formula.

The achievement factor ranges from 0% to 200% of the value of the performance units based on actual achievement.

Viad Corp | COMPENSATION DISCUSSION AND ANALYSIS

The Relative TSR performance goal is subject to achievement as follows:

Relative TSR Performance - Russell 2000 Index	Achievement Percentage of the Relative TSR Performance Goal
90^th percentile or above	200%
75^th percentile	150%
50^th percentile	100%
25^th percentile	50%
Below 25^th percentile	0%

2017–2019 Performance Unit Award Plan Payouts

The Human Resources Committee reviewed and approved the performance results under the 2017-2019 PUP in February 2020. The Human Resources Committee also approved payouts to NEOs and other executive officers based on these results. The performance results under the 2017–2019 PUP were as follows:

2017-2019 PUP Performance Goals, Weighting and Targets¹
			Targeted Achievement Levels			Actual Results
	Performance Goal²	Weight	Threshold	Target	Maximum	Amount
Viad Consolidated	EBITDA³	35%	$135,700	$145,867	$165,067	$132,674
	ROIC⁴	35%	14.1%	15.1%	17.2%	13.6%
	TSR	30%	50% (25th Percentile)	100% (50th Percentile)	200% (90th Percentile or above)	149.1% (75th Percentile)

Pursuit	EBITDA³	35%	$58,900	$62,133	$68,233	$65,571
	ROIC	35%	14.5%	15.5%	17.5%	17.0%
	TSR	30%	50% (25th Percentile)	100% (50th Percentile)	200% (90th Percentile or above)	149.1% (75th Percentile)

All dollar amounts are shown in thousands (000) of U.S. dollars ($) unless indicated as a percentage (%). For purposes of evaluating achievement, we converted the financial results to U.S. dollars at the same fixed exchange rates used when establishing the targeted achievement levels to eliminate any benefit or detriment related to exchange rate variances. The exchange rates used were as follows: Canadian dollar (0.74 to 1), British pound (1.23 to 1) and Euro (1.04 to 1).

Each of the PUP performance goals are explained in detail under “Performance Units” in this CD&A. EBITDA for Viad Consolidated is equal to GES EBITDA plus Pursuit EBITDA less unallocated corporate expenses excluding any corporate depreciation and amortization. The EBITDA and ROIC performance goals exclude specific items that are identified at the beginning of the year, certain items that are of a non-operating nature, and other items for which Management does not want to create an incentive. These items include acquisition transaction-related expenses and certain other specified items.

EBITDA contributions from businesses acquired during the measurement period, except EBITDA contributions during their first calendar year of our ownership, were included in the calculation of Viad and Pursuit EBITDA achievement because the Viad and Pursuit EBITDA performance goals were otherwise attained at or above the Target level. This treatment of acquisitions is intended to balance Management’s focus between delivering strong organic results and driving growth through acquisition.

⁴

The ROIC performance goal excludes all businesses acquired during the measurement period. Additionally, it excludes the increases in Average Capital (above the amounts specifically provided for in the targeted achievement levels for ROIC) related to the Banff Gondola renovation and the reconstruction of the Mount Royal Hotel until those improvements were placed in service, as defined by GAAP. This treatment of acquisitions and major organic corporate development projects is intended to

Viad Corp | COMPENSATION DISCUSSION AND ANALYSIS

avoid a possible disincentive for acquiring businesses or investing in large, multi-year development projects that will generate strong returns over the long-term but put temporary downward pressure on Viad’s ROIC in the short-term.

Payouts to our NEOs (other than to Messrs. Altizer and Linde, who had not yet commenced employment with the Company in 2017 and did not receive 2017-2019 PUP awards) under the 2017-2019 PUP were as follows:

Name	Award Type¹		Target Units (#)		Overall Actual Performance (% of Target)		Actual Units Earned (#)
Steven W. Moster		PSU		29,505		—		— ²
		PUP		12,645		149.1		18,854
Ellen M. Ingersoll		PUP		7,229		44.7		3,232
David W. Barry		PUP		5,532		160.7		8,890

¹	“PSU” refers to performance units that are settled in Viad common stock. “PUP” refers to performance units that are paid in cash.

²	Mr. Moster received a 0% payout of his 2017-2019 PSU award due to below-threshold performance of the EBITDA and ROIC goals, as shown above.

Historical PUP Achievement

This chart shows actual achievement from performance-based long-term incentives over the three most recently completed performance periods, as a percentage of target. The variation in achievement is consistent with the Human Resource Committee’s primary objective of tying incentive compensation to our long-term financial performance.

HISTORICAL PUP ACHIEVEMENT (% OF TARGET)

TIME-VESTED RESTRICTED STOCK

Except for the CEO, whose long-term incentive award consisted entirely of performance units in 2019, we granted restricted stock awards to the NEOs and other executives who had a significant impact on our operational and financial goals.

Viad Corp | COMPENSATION DISCUSSION AND ANALYSIS

Restricted stock awards vest three years after the date of grant and the holding period will continue unless and until the NEOs and other executives meet our stock ownership guidelines. We describe our stock ownership guidelines more fully in the CD&A subsection “Stock Ownership Guidelines.”

Recipients of restricted stock may vote the underlying shares and will receive dividends during the restricted period.

PERQUISITES AND OTHER PERSONAL BENEFITS

We periodically review perquisites and other personal benefits that are part of each NEO’s total compensation package to ensure external competitiveness. The perquisites we provide to our NEOs include an annual executive physical examination, accidental death and dismemberment insurance, business travel accident insurance, and Company-paid parking. We provide a company-leased automobile to Mr. Moster.

The perquisites we provide to our NEOs have an annual target value between $3,000 and $8,000 per NEO, other than our CEO’s personal use of a Company car (valued at $13,154 for 2019). Consistent with our policy, we do not make any tax gross-up payments for any NEO perquisites or personal benefits. Additional information on perquisites and other personal benefits is provided in the “Summary Compensation Table” in the Executive Compensation section of this Proxy Statement.

POST-EMPLOYMENT COMPENSATION

Certain termination events will trigger post-employment payments and benefits for our NEOs, including retirement, change in control severance, termination for cause, involuntary termination not for cause, and death or disability. These are discussed under “Potential Payments upon Employment Termination or Change in Control” in the Executive Compensation section of this Proxy Statement. Post-termination compensation provides for our executive officers’ short-term (termination or change in control) or long-term (retirement) security should their employment end. In the event of involuntary termination, post-termination compensation provides an interim financial resource to the executive during the transition from Viad employment.

RETIREMENT INCOME AND SAVINGS PLANS

In connection with the 2004 MoneyGram spin-off, MoneyGram became solely responsible for paying annual retirement benefits to all executives who participated in the SERP and the MoneyGram Pension Plan. As of the spin-off date, MoneyGram assumed all liability for pension benefits for employees participating in the MoneyGram Pension Plan and the SERP, including our CFO. In addition to the retirement benefits paid by MoneyGram under the SERP and the MoneyGram Pension Plan, our CFO also receives retirement benefits from Viad under the Defined Contribution Plan, which the Company established in 2013 to replace the annual payment of lump-sum cash awards, including tax gross-ups, previously made to certain SERP participants. The lump-sum awards were instituted in 2005 in connection with the MoneyGram spin-off in 2004, at which time the credited service benefits for the SERP’s participants were frozen and were made solely in lieu of our accruing pension benefits for our CFO and other SERP participants. Our CFO is the only NEO who participates in the SERP, the Defined Contribution Plan, or the MoneyGram Pension Plan.

All eligible U.S. employees may participate in the Viad Corp Capital Accumulation Plan (the “401(k) Plan”). In addition, our NEOs are eligible to participate in the Viad Corp Supplemental 401(k) Plan (the “Supplemental 401(k)”), which provides for additional employee contributions over the annual limits set by the Code for the 401(k) Plan, plus company matching contributions on the same percentage as the 401(k) Plan.

The change in the value of the pension plans during 2019 is included in the “Summary Compensation Table” in the Executive Compensation section of this Proxy Statement. Please refer to the “Pension Benefit Table” and “Potential Payments upon Employment Termination or Change in Control” in the Executive Compensation section of this Proxy Statement for further discussion of retirement benefits.

Viad Corp | COMPENSATION DISCUSSION AND ANALYSIS

POST-TERMINATION COMPENSATION AND BENEFITS

Change in Control Severance

Under our previous Executive Severance Plan (Tier I) (the “Grandfathered Plan”), a participating NEO is eligible for severance benefits upon termination: (i) if we terminate the NEO’s employment without cause; (ii) or by the NEO’s voluntary termination for good reason (as those terms are defined in the Grandfathered Plan) within 36 months after a Viad change in control; or (iii) by the NEO for any reason (other than for good reason, death, disability or retirement). As of February 26, 2017, we eliminated tax gross-up provisions and modified single-trigger provisions in the Grandfathered Plan, which was part of a sunset amendment we adopted in 2013. In 2013, we also adopted a new Executive Severance Plan (Tier I) for all NEOs hired in 2013 and thereafter (the “Executive Severance Plan”). The Executive Severance Plan does not contain a “modified single-trigger” provision or allow excise tax gross-ups in the event of a change in control. Mr. Moster and Ms. Ingersoll are the only NEOs eligible for severance under the Grandfathered Plan, and all other NEOs are eligible for severance under the Executive Severance Plan.

The purpose of the Grandfathered Plan and the Executive Severance Plan is to ensure, in the event of a possible change in control, that the NEOs will be available (without concern for their personal financial situations) to perform their regular duties and to advise Management and the Board as to whether the change in control proposal would be in our or our shareholders’ best interests. We may also call upon our NEOs to assist in the change in control implementation and transition, and to perform other appropriate actions. Severance benefits also provide an economic means for the NEOs to transition from Viad employment. Our CEO recommends the participants in these plans and the Human Resources Committee then reviews and approves the participants. Upon a change in control, our short- and long-term incentive plans also provide for accelerated vesting of equity awards and payment of short-term incentive and performance units, as discussed in “Potential Payments upon Employment Termination or Change in Control” in the Executive Compensation section of this Proxy Statement.

Severance Agreements

Messrs. Moster and Barry each have a severance agreement providing for a post-termination severance payment in the event we terminate either of them for any reason other than for cause, or if either of them voluntarily terminates his employment for “good reason.” We discuss the severance agreements in “Potential Payments upon Employment Termination or Change in Control” in the Executive Compensation section of this Proxy Statement.

Viad Corp | COMPENSATION DISCUSSION AND ANALYSIS

VI.	OTHER ASPECTS OF OUR COMPENSATION PROGRAM

OUR CORPORATE GOVERNANCE BEST PRACTICES

During 2019, the Human Resources Committee continued to follow compensation practices that emphasize the alignment of management’s interests with those of our shareholders. We continue to adhere to the following corporate governance practices, which are discussed in more detail throughout this Proxy Statement.

WHAT WE DO

WHAT WE DO NOT DO

•Pay for Performance: We tie our short- and long-term incentives directly to our financial performance. All equity awards granted to our CEO were performance units.

•Target Compensation: The Human Resources Committee reviews target total compensation for our executive officers, considering the compensation paid to comparable executives at our comparator group companies and other companies with revenue comparable to ours (see “Compensation Comparator Group” above).

•Stock Ownership Guidelines: The stock ownership minimum for our CEO is five times base salary, and the minimum for other NEOs is three times base salary.

•Stock Retention Policy / Restricted Stock Holding Periods: NEOs or other executive officers may not sell vested restricted stock unless and until the NEO or other executive officer has met our stock ownership guidelines.

•Minimum Service Requirement: NEOs and other executives forfeit any unvested long-term incentive awards if termination occurs within 12 months of the award date. After 12 months, awards may be earned on a pro rata basis.

•Clawback and Compensation Recoupment Policies: Both our short- and long-term incentive programs allow us to recoup compensation awards paid to NEOs and other executive officers who engage in certain acts detrimental to our interests.

•Balance of Short- and Long-Term Incentives: Our short- and long-term incentive programs incorporate financial performance goals that are designed to drive both annual financial performance and long-term shareholder value.

•No Tax Gross-Ups: Our NEOs do not receive tax gross-ups.

•No Hedging or Pledging: Our NEOs, other executive officers, and directors may neither hedge Viad common stock nor pledge Viad common stock as collateral for a loan.

•Sunset of Legacy Pension Plans: No new participants have been added to legacy pension plans since 2004, and we do not intend to add any new participants in the future.

•No “Single-Trigger” Change in Control Severance Arrangements: No NEOs will receive severance payments or benefits based solely on a change in control.

•No NEO Employment Agreements: Neither our CEO nor any other NEO has an employment agreement.

•No Change in Control Excise Tax Gross-Ups: No NEOs will receive any excise tax gross-up payments in the event of a change in control.

Viad Corp | COMPENSATION DISCUSSION AND ANALYSIS

CLAWBACK PROVISIONS FOR DETRIMENTAL CONDUCT

In order to protect the Company, short- and long-term incentive compensation is subject to forfeiture and reimbursement (i.e., clawback) provisions relating to the following conduct:

•

an officer or employee knowingly participated in misconduct that caused a misstatement of our financial statements, or in misconduct which constituted a material violation of our Code of Ethics or certain other policies;

•

an officer or employee was aware of and failed to report another officer or employee who was participating in misconduct that caused or could cause a misstatement of our financial statements, or materially violated our Code of Ethics or certain other policies; and

•

an officer or employee acted significantly contrary to our best interests.

All of our NEOs’ and other key employees’ short- and long-term compensation is subject to these clawback provisions. The clawback provisions also relate to violations of certain restrictions on competitive activities following employment termination. In addition, we have the right to stop a NEO, through a court-ordered injunction, from working for competitors and soliciting customers and employees following employment termination. We may also seek monetary damages for such activities.

The following incentive compensation is subject to clawback provisions:

•

Restricted stock and performance unit awards made during the last two years of employment;

•

any payments received (without regard to tax effects) from the sale of restricted stock that vested, or with respect to earned performance units, during the last two years of employment; there is no time limit in the case of misconduct during employment that causes a misstatement of our financial statements;

•

all cash bonuses paid during the last 18 months of employment;

•

outstanding vested, but not exercised, stock options; and

•

any gain (without regard to tax effects) realized from the exercise of a stock option, which is subject to the clawback provisions.

As discussed in the “Highlights of Our Compensation Program” subsection of this CD&A, all long-term incentive agreements include clawback provisions applying to NEOs and other key employees (collectively, a “Participant”) if such Participant’s employment is terminated in the first year of the vesting period. Under the clawback provisions, a Participant must forfeit any long-term incentive awards covered by those agreements if employment is terminated due to retirement, death, disability, or termination without cause within 12 months after the grant date. Long-term incentive awards will vest pro rata if the termination occurs after the 12-month forfeiture period lapses and the Participant executes a separation agreement and release, and the amount of the award will be based on the length of time the Participant was employed during the applicable vesting or performance period. The clawback provisions provide a retention incentive for the Participants, and we believe that they provide a more appropriate balance between our interests and those of the Participants.

Viad Corp | COMPENSATION DISCUSSION AND ANALYSIS

STOCK OWNERSHIP GUIDELINES

We believe it is important to align the financial interests of our directors and executive officers with those of our shareholders. Accordingly, we adopted stock ownership guidelines that require directors and executives to own a minimum amount of Viad common stock on a direct basis, meaning stock that is subject to market risk. The minimum required amount ranges from 3.0 to 5.0 times as summarized below:

STOCK OWNERSHIP GUIDELINES
Non-Employee Directors¹		5.0 times base retainer
CEO²		5.0 times base salary
Direct Reports to CEO²		3.0 times base salary

¹	Messrs. Benett, Dozer, Mace, Munzenrider, and Schechter’s Viad common stock ownership currently exceeds the stock ownership guidelines. As the newest members of our Board, Mses. Coll and Henkels are making progress towards compliance with the stock ownership guidelines.

Ms. Ingersoll’s Viad common stock ownership currently exceeds the stock ownership guidelines. Messrs. Moster, Altizer, Barry, and Linde are making progress towards compliance with the stock ownership guidelines. Under the guidelines, our NEOs, other executive officers, and certain employees may not sell any vested restricted stock unless and until they have complied with our stock ownership guidelines, except that the guidelines permit sales to cover required tax withholdings.

LIMIT ON DEDUCTIBILITY OF CERTAIN COMPENSATION

Prior to December 22, 2017, when the Tax Cuts and Jobs Act of 2017 (“TCJA”) was signed into law, Section 162(m) of the Code generally disallowed a tax deduction t o publicly held companies for compensation paid to certain NEOs in excess of $1 million per officer in any year that did not qualify as performance-based. The TCJA repealed the performance-based exception, and, accordingly, the $1 million deduction limit now applies to anyone serving as a “covered employee” within the meaning of Section 162(m) of the Code.

Viad Corp | COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE FOR FISCAL YEARS ENDED 2019, 2018, AND 2017

The following table shows compensation paid, accrued, or awarded to our Chief Executive Officer, our Chief Financial Officer, and our three most highly compensated executive officers (i.e., our NEOs) for the years indicated.

Name and Principal Position	Year	Salary ($)	Bonus ($)		Stock Awards¹ ($)	Non-Equity Incentive Plan Compensation² ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings³ ($)	All Other Compensation⁴ ($)	Total ($)
(a)	(b)	(c)	(d)		(e)	(g)	(h)	(i)	(j)
Steven W. Moster⁵	2019	927,000	-		2,400,017	680,000	1,261	54,194	4,062,472
President and CEO	2018	900,000	-		2,300,024	490,350	933	50,608	3,741,915
	2017	800,000	-		2,000,018	562,700	572	46,690	3,409,980
Ellen M. Ingersoll⁶	2019	448,795	-		489,999	219,317	946	227,705	1,386,762
Chief Financial	2018	435,912	-		490,001	142,712	1,955	244,878	1,315,458
Officer	2017	423,370	-		490,016	198,800	41,799	319,883	1,473,868
Jay A. Altizer⁷	2019	387,671	-		449,984	132,686	-	4,807	975,148
President of GES

David W. Barry⁸	2019	447,644	-		574,986	168,783	172	22,692	1,214,277
President of Pursuit	2018	412,474	-		425,023	262,272	99	11,333	1,111,201
	2017	398,775	-		524,987	377,500	23	10,800	1,312,085
Derek P. Linde⁹	2019	358,288	-		349,966	131,311	-	11,533	851,098
General Counsel	2018	235,890	50,000	⁹	304,500	56,228	-	154,102	800,720
and Corporate Secretary

The amounts shown under column (e) do not reflect actual payouts, but rather, they represent the grant date fair value of long-term incentives awarded (other than stock options) to the NEOs, comprising restricted stock and performance units granted in the years 2017 through 2019. The grant date fair value of the performance unit awards was computed in accordance with FASB ASC 718 by multiplying (i) the number of shares or units awarded to each NEO, assuming achievement at Target level, by (ii) the closing price of the underlying shares on the grant date. The amounts shown under this column (e) include 2019 performance unit awards in the amount of $2,400,017 for Mr. Moster, $342,976 for Ms. Ingersoll, $174,983 for Mr. Altizer, $297,483 for Mr. Barry, and $139,975 for Mr. Linde, plus restricted stock in the amount of $0 for Mr. Moster as his long-term incentives are payable 100% in performance units, $147,023 for Ms. Ingersoll, $275,001 for Mr. Altizer, $277,503 for Mr. Barry, and $209,991 for Mr. Linde. The foregoing restricted stock award amounts include $150,000 special restricted stock awards to Messrs. Altizer, Barry, and Linde, and a $50,000 restricted stock award for Mr. Altizer related to his promotion to President of GES. If achievement is at Maximum level, the grant date fair values of the 2019 performance unit awards would be $4,800,034 for Mr. Moster (70% to be paid out in Viad common stock), $685,952 for Ms. Ingersoll, $349,966 for Mr. Altizer, $594,966 for Mr. Barry, and $279,950 for Mr. Linde. Assumptions made in the valuation of stock awards under this column (e) are discussed in our 2019 Form 10-K, in Notes 1 and 2 of Notes to Consolidated Financial Statements and are incorporated herein by reference.

The amounts shown under column (g) represent incentive cash awards under the Management Incentive Plan (“MIP”). The 2018 and 2019 awards were made pursuant to the 2017 Viad Corp Omnibus Incentive Plan (the “2017 Plan”) and the 2017 awards were made pursuant to the 2007 Viad Corp Omnibus Incentive Plan, (the “2007 Plan”), each of which was paid in March of the following year. The 2019 performance targets are discussed in the “Compensation Discussion and Analysis” section of this Proxy Statement.

The amounts shown under column (h) represent the year-over-year pension value change in the actuarial present value of the SERP and the MoneyGram Pension Plan, as well as above-market earnings on amounts deferred pursuant to the Defined Contribution Plan, which is described in detail in the “Non-Qualified Deferred Compensation Table” section of this Proxy Statement, and the Supplemental 401(k) Plan. In connection with the spin-off of MoneyGram on June 30, 2004, liabilities

Viad Corp | EXECUTIVE COMPENSATION

associated with the SERP and MoneyGram Pension Plan obligations were assumed entirely by MoneyGram. The term “above-market earnings” represents an earning rate that exceeds 120% of the applicable federal long-term rate (as prescribed under Section 1274(d) of the Code). There were no above-market earnings for Ms. Ingersoll’s Defined Contribution Plan for 2019. For the Supplemental 401(k) Plan, the above-market earnings in 2019 were $1,261 for Mr. Moster, $946 for Ms. Ingersoll, and $172 for Mr. Barry.

⁴	The aggregate incremental cost of perquisites is the actual cost we incurred as a result of providing those items unless otherwise stated.

⁵

The amount reported under column (i) for Mr. Moster in 2019 includes: (i) the following perquisites and personal benefits: accidental death and dismemberment insurance; an annual physical examination; office parking; a matching contribution of $25,855 under the Supplemental 401(k) Plan; and personal use of a Company-leased automobile; and (ii) the following other compensation: an $11,200 matching contribution under the 401(k) Plan. We calculated the aggregate incremental cost of Mr. Moster’s personal use of his Company-leased automobile using a percentage of use methodology, with the amount reported for 2019 being the aggregate value of all automobile lease payments and fuel costs multiplied by the percentage attributable to Mr. Moster’s personal use of the automobile.

⁶

The amount reported under column (i) for Ms. Ingersoll in 2019 includes: (i) the following perquisites and personal benefits: accidental death and dismemberment insurance; annual physical examination; office parking; and a matching contribution under Supplemental 401(k) Plan; and (ii) the following other compensation: $200,555 in defined contribution plan benefits; and an $11,200 matching contribution under the 401(k) Plan. The defined contribution plan contribution is a benefit accrual for the period from January 1, 2019 through December 31, 2019, pursuant to the Defined Contribution Plan. The accrued benefits under the Defined Contribution Plan, which we established as of January 1, 2013, replace the annual lump-sum cash awards previously paid to Ms. Ingersoll in lieu of the Company accruing benefits for her as a participant of the SERP. The Defined Contribution Plan is described in detail in the “Post-Employment Arrangements” and “Non-Qualified Deferred Compensation Table” sections of this Proxy Statement.

⁷	The amount reported under column (i) for Mr. Altizer in 2019 includes a $4,474 matching contribution under the 401(k) Plan. Mr. Altizer first became a NEO for fiscal year 2019.

⁸

The amount reported under column (i) for Mr. Barry in 2019 includes: (i) the following perquisites and personal benefits: accidental death and dismemberment insurance; office parking; and a matching contribution under the Supplemental 401(k) Plan; and (ii) the following other compensation: an $11,200 matching contribution under the 401(k) Plan.

⁹	The amount reported under column (i) for Mr. Linde in 2019 includes a $11,200 matching contribution under the 401(k) Plan.

POST-EMPLOYMENT ARRANGEMENTS

As discussed in Note 3 to the Summary Compensation Table and in the CD&A section of this Proxy Statement, MoneyGram is solely responsible for paying annual retirement benefits to our CFO under the SERP and the MoneyGram Pension Plan pursuant to its agreement to assume such liabilities after MoneyGram’s 2004 spin-off from Viad. MoneyGram assumed all liability for pension benefits for employees participating in the MoneyGram Pension Plan. MoneyGram assumed all liability for the SERP as of the spin-off date including, for our CFO as well as other participants, any benefit increases based on final average earnings and covered compensation as of the date of termination of employment with us and our subsidiaries.

Our CFO also receives retirement benefits under the Defined Contribution Plan, of which she is the only participant. We established that plan in 2013 to replace the annual payment of lump-sum cash awards, including tax gross-ups, previously made to her. The lump-sum awards began in 2005 in connection with the 2004 MoneyGram spin-off, at which time the credited service benefits for the SERP’s participants were frozen and were made solely in lieu of accruing pension benefits for our CFO as a participant of the SERP.

EMPLOYMENT AGREEMENTS

We do not have employment agreements with our NEOs, other than the severance agreements we describe in the CD&A subsection “Post-Termination Compensation and Benefits – Severance Agreements.”

Viad Corp | EXECUTIVE COMPENSATION

GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR ENDED DECEMBER 31, 2019

The following table gives the estimated future payouts for awards granted in 2019 under equity incentive and non-equity incentive plans, and the number of shares or units underlying awards granted in 2019 that have been paid out. All awards in 2019 were granted pursuant to the 2017 Plan. For a description of all other material terms of the awards described in the table below, please refer to the “Short-Term (Annual) Incentives” and “Long-Term Incentives” subsections of the CD&A section of this Proxy Statement.

		Estimated Future Payouts Under Non-Equity Incentive Plan Awards¹						Estimated Future Payouts Under Equity Incentive Plan Awards⁴						Grant Date Fair Value of Stock and
Name	Grant Date²	Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		Option Awards ($)
(a)	(b)	(c)		(d)		(e)		(f)		(g)		(h)		(i)
Moster			278,100		927,000		1,622,300
PSU³	2/26								14,421		28,841		57,683		1,680,012
PUP³	2/26								6,180		12,361		24,721		720,005
Ingersoll			80,800		269,300		471,200
RS³	2/26										2,524				147,023
PUP³	2/26								2,944		5,888		11,776		342,976
Altizer			64,000		213,200		373,100
RS³	2/26										1,288				75,020
Special RS³	2/26										2,575				150,000
RS³	10/1										749				49,981
PUP³	2/26								1,502		3,004		6,008		174,983
Barry			73,900		246,200		430,900
RS³	2/26										2,189				127,503
Special RS³	2/26										2,575				150,000
PUP³	2/26								2,554		5,107		10,214		297,483
Linde			48,400		161,200		282,200
RS³	2/26										1,030				59,991
Special RS³	2/26										2,575				150,000
PUP³	2/26								1,202		2,403		4,806		139,975

The amounts shown in column (c) reflect the possible minimum payment level under the 2019 MIP, which is 50% of Target, as discussed in the CD&A subsection “Short-Term (Annual) Incentives.” The amounts in column (d) reflect the possible payment if performance measures are achieved at Target level under the 2019 MIP. The amounts shown in column (e) are 175% of the Target amount shown in column (d). Actual payout results are reflected in column (g) of the Summary Compensation Table.

²	Grant dates occurred in 2019.

³	“PSU” represents awards of performance units to be paid, if earned, in Viad common stock. “PUP” represents awards of performance units to be paid, if earned, in cash. “RS” represents awards of restricted stock.

⁴

Columns (f), (g) and (h) present the estimated Threshold, Target, and Maximum payouts as of the grant date for the NEOs’ 2019 awards of performance units, as well as the estimated payout in column (g) as of the grant date for awards of restricted stock. The grant date fair value of restricted stock awards was $58.25 for shares granted on February 26, 2019, and $66.73 for shares granted on October 1, 2019. Restricted stock award amounts include $150,000 special awards to Messrs. Altizer, Barry, and Linde, and a $50,000 restricted stock award for Mr. Altizer related to his promotion to President of GES. The actual value realized by the NEO for the 2019 restricted stock and performance unit awards will not be determined until the time of vesting.

Viad Corp | EXECUTIVE COMPENSATION

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR ENDED DECEMBER 31, 2019

The table below includes all NEOs’ outstanding options and unvested stock awards as of December 31, 2019, including awards subject to performance conditions.

	Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable (#)¹		Option Exercise Price ($)²		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)³		Market Value of Shares or Units of Stock That Have Not Vested ($)^3,4		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)⁵		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁴
(a)	(b)		(e)		(f)	(g)		(h)		(i)		(j)
Moster
PSU⁶		—									73,119		4,935,533
RS⁷		—	N/A		N/A						—		—
PUP⁸		—	N/A		N/A						31,338		2,115,315
Ingersoll
Option		34,789		16.62	2/24/2020
RS⁷		—	N/A		N/A		8,441		569,768		—		—
PUP⁸		—	N/A		N/A						15,065		1,016,888
Altizer
RS⁷		—		N/A	N/A		7,112		480,060		—		—
PUP⁸		—		N/A	N/A		—		—		7,258		489,915
Barry
RS⁷		—	N/A		N/A		12,741		860,018		—		—
PUP⁸		—	N/A		N/A						15,919		1,074,533
Linde
RS⁷		—	N/A		N/A		6,805		459,338		—		—
PUP⁸		—	N/A		N/A		—		—		6,206		418,905

Stock option awards for the NEOs include a combination of incentive stock options and non-qualified stock options, in compliance with IRS requirements. All stock options were granted on February 24, 2010, and vested in three equal annual installments beginning one year after the grant date and ending three years after the grant date, subject to continued employment through the applicable vesting date, and expire ten years after the grant date, or 90 days after termination of employment. All of Ms. Ingersoll’s options were fully vested and exercisable as of December 31, 2019, and she exercised all outstanding options prior to their expiration date.

The original exercise price of the 2010 grant of stock options was based on the closing selling price of Viad’s common stock on the grant date. Pursuant to the mandatory provisions of the 2007 Plan and the award agreements executed under the plan, the Human Resources Committee approved equitable adjustments to the option and performance unit awards as a result of special dividends paid on November 14, 2013 and February 14, 2014. Under the equitable adjustments, the number of securities underlying outstanding options was increased and the option exercise price for such options was decreased.

³	For columns (g) and (h), restricted stock awards vest three years from the date of grant.

Viad Corp | EXECUTIVE COMPENSATION

⁴

For columns (h) and (j), the market value of shares (or units) was computed by multiplying the number of shares (or units) by $67.50, the closing market price of our common stock at December 31, 2019, the last trading day of 2019. In calculating the number of PSU and PUP awards and their value in this table, we are required by SEC rules to compare our performance through 2019 under the PSU and PUP grants against the threshold, target and maximum performance levels for the grants and to report in these columns the applicable potential share number and payout amount. If the performance is between levels, we are required to report the potential payout at the next highest level. Accordingly, we have reported the outstanding PSU and PUP awards in the table based on performance against the goals through December 31, 2019, as follows: (i) the portion of the outstanding PSU and PUP awards subject to Corporate objectives is reported at threshold (50%) for the 2018-2020 performance period and at maximum (200%) for the 2019-2021 performance period; (ii) the portion of the outstanding PSU and PUP awards subject to GES objectives is reported at threshold (50%) for the 2018-2020 performance period and at target (100%) for the 2019-2021 performance period; and (iii) the portion of the outstanding PSU and PUP awards subject to Pursuit objectives is reported at target (100%) for the 2018-2020 performance period and at maximum (200%) for the 2019-2021 performance period.

⁵	These amounts exclude the PSU and PUP awards for the 2017-2019 performance period that vested based on performance through December 31, 2019, and are reported in the “Option Exercises and Stock Vested” table.

⁶	“PSU” refers to performance units to be paid, if earned, in Viad common stock.

⁷	“RS” refers to restricted stock.

⁸	“PUP” refers to performance units to be paid, if earned, in cash. The number of performance units reflected in column (i) and the dollar value of those units reflected in column (j), were as of December 31, 2019.

OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR ENDED DECEMBER 31, 2019

This table shows option exercises, and restricted stock awards and performance units that vested during 2019.

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise¹ ($)			Number of Shares Acquired on Vesting (#)			Value Realized on Vesting² ($)
(a)					(d)			(e)
Moster
PUP³							18,854			1,202,700
Ingersoll
Stock Options		12,000		564,132
RS⁴							5,400			315,144
PUP³							3,232			206,200
Altizer
RS⁴							—			—
Barry
RS⁴							4,200			245,112
PUP³							8,890			567,100
Linde
RS⁴							—			—

The value realized is calculated by taking the difference between the exercise price and the fair market value of the stock times the number of options exercised. The original exercise price of the 2010 grant of stock options was based on the closing selling price of Viad’s common stock on the grant date. Pursuant to the mandatory provisions of the 2007 Viad Corp Omnibus Incentive Plan, the 1997 Viad Corp Omnibus Incentive Plan and the award agreements executed under those plans, the Human Resources Committee approved equitable adjustments to the option awards as a result of special dividends paid on November 14, 2013 and February 14, 2014. Under the equitable adjustments, the number of securities underlying outstanding options was increased and the option exercise price for such options was decreased. The fair market value of an exercised option is the closing selling price of Viad’s common stock on the date of exercise.

²	The value realized upon the vesting of PSU awards and restricted stock is the closing selling price of Viad’s common stock on the date of vesting times the number of shares that vested. The pre-tax cash settlement value realized for PUP is the number

Viad Corp | EXECUTIVE COMPENSATION

of shares multiplied by the 10-day trading average closing price of Viad common stock.

³	“PUP” refers to performance units for the 2017-2019 performance period that were paid in cash.

⁴	“RS” refers to restricted stock.

PENSION BENEFITS FOR FISCAL YEAR ENDED DECEMBER 31, 2019

This table shows the present value of our CFO’s accumulated benefits. She is the only NEO who receives benefits under a Viad-related pension plan. In connection with our June 2004 MoneyGram spin-off, MoneyGram assumed the liability related to the payment of benefits under the SERP.

Name	Plan Name	Number of Years Credited Service (#)	Present Value of Accumulated Benefit ($)		Payments During Last Fiscal Year ($)
(a)	(b)	(c)	(d)²		(e)
Ingersoll¹	SERP	2.439		359,783	—

Credited service ceased to accrue under the SERP as of the MoneyGram spin-off on June 30, 2004 (actual number of years of service for Ms. Ingersoll is 18 years). The SERP provides retirement benefits based on final average earnings, which is the average of the 60 months of annual base salary plus 50% of the short-term incentive compensation for the five calendar years in which they were highest. Once commenced, the full benefit is payable for the life of the executive. Upon the executive’s death, 50% of the benefit is payable for the life of the surviving spouse, if applicable. Ms. Ingersoll is entitled to a pension benefit at age 60 equal to A - B, where:

A =

(1.15% x Years of service from 1/1/1998 through 6/30/2004 x Final average earnings)

(0.55% x Years of service from 1/1/1998 through 6/30/2004 x Final average earnings in excess of the covered compensation breakpoint); and

B =

Annual benefit from the MoneyGram Pension Plan, if applicable.

Ms. Ingersoll is not eligible to receive benefits under the SERP prior to age 55. If Ms. Ingersoll elects to receive benefits at or after age 55 and before age 60, she will receive a reduction of 0.25% for each monthly benefit payment prior to her 60th birthday.

²	Assumptions made in quantifying the present value of the current accrued benefit under this column (d) are discussed in our 2019 Form 10-K, in Note 18 of Notes to Consolidated Financial Statements, and are incorporated herein by reference.

NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR ENDED DECEMBER 31, 2019

This table shows the amounts contributed to non-qualified deferred compensation plans during 2019.

	Registrant Contributions in Last Fiscal Year	Aggregate Earnings in Last Fiscal Year	Aggregate Balance at Last Fiscal Year End
Name	($)^1,3	($) ^2,3	($)
(a)	(c)	(d)	(f)
Moster
Supplemental 401(k) Plan⁴	25,855	3,937	113,695
Ingersoll
Defined Contribution Plan³	200,555	437,505	2,373,943
Supplemental 401(k) Plan⁴	6,740	3,709	6,792
Altizer
Supplemental 401(k) Plan⁴	—	—	—

Viad Corp | EXECUTIVE COMPENSATION

	Registrant Contributions in Last Fiscal Year	Aggregate Earnings in Last Fiscal Year	Aggregate Balance at Last Fiscal Year End
Name	($)^1,3	($) ^2,3	($)
(a)	(c)	(d)	(f)
Barry
Supplemental 401(k) Plan⁴	6,668	517	18,153
Linde
Supplemental 401(k) Plan⁴	—	—	—

Our matching contribution under the Supplemental 401(k) Plan is the same as our matching contribution under the 401(k) Plan that is generally available to all employees. We match 100% of the first 3% of annual base salary contributed, and 50% of the next 2% of annual base salary contributed by the executive officer. We report matching contributions as compensation in the Summary Compensation Table under column (i) (“All Other Compensation”).

Interest on each participant’s account balance is paid at an annual rate equal to the yield as of January 1, April 1, July 1, and October 1 on the Merrill Lynch Taxable Bond Index-Long Term Medium Quality (A3) Industrial Bonds, or such other rate as the Human Resources Committee may determine in a manner consistent with the requirements of Section 409A of the Code and related regulations. If the deferred compensation account is to be paid in installments, the interest is credited quarterly prior to the end of each installment period. If the deferred compensation account is not paid in installments, the interest is credited quarterly prior to the end of the participant’s deferral period.

“Defined Contribution Plan” refers to the Viad Corp Defined Contribution Supplemental Executive Retirement Plan, which we established in 2013 to replace the annual payment of lump-sum cash awards, including tax gross-ups, previously made to Ms. Ingersoll since the spin-off of MoneyGram in 2004. Our contributions under the Defined Contribution Plan are made only for the benefit of the account of Ms. Ingersoll, the plan’s sole participant. The Defined Contribution Plan provides annual contributions to Ms. Ingersoll’s account, and such contribution amounts are based on a formula that is intended to achieve an income replacement target at retirement. Ms. Ingersoll has a phantom account where hypothetical investment returns are deposited or credited, and assumes the investment risks and rewards by selecting from among a set of investment options we provided. The contribution amounts are recalculated each year based on Ms. Ingersoll’s current salary and short-term incentive bonus payment amounts, and any changes to the estimated benefits at retirement from the SERP and the MoneyGram Pension Plan. We report our contributions in the Summary Compensation Table under column (i) (“All Other Compensation”).

⁴	Refers to the Viad Corp Supplemental 401(k) Plan, which is a U.S.-based retirement program. Payments under the Supplemental 401(k) Plan are made only to participants who are U.S. citizens between the ages of 55 and 65.

POTENTIAL PAYMENTS UPON EMPLOYMENT TERMINATION OR CHANGE IN CONTROL

Certain termination events will trigger post-termination payments and benefits for our NEOs. Each termination event and the amount that could be payable to NEOs is provided in the tables below, assuming a qualifying termination date of December 31, 2019, with a closing price of $67.50 per share for Viad’s common stock on December 31, 2019, the last trading day of the year, except where otherwise indicated.

RETIREMENT

Upon normal or early retirement, NEOs would receive ownership of the restricted stock (or units) and earned performance units awarded to them upon the lapse of the vesting period on a pro-rata basis (percentage of time from the grant date to the retirement date), provided that the NEO’s retirement occurs at least 12 months after the grant date of such awards and the executive executes a satisfactory agreement and release. All other restricted stock (or units) and performance units held by the NEO will be forfeited upon the NEO’s retirement. Under the MIP, NEOs receive an accrued annual incentive bonus, if earned, on a pro-rata basis. Eligibility for normal retirement is age 65 and 55 for early retirement. Currently, none of our NEOs are eligible to receive retirement benefits.

Our CFO is also entitled to retirement benefits as a participant in the 2013 Defined Contribution Plan, established to replace the payment of lump-sum cash awards, including tax gross-ups, previously made to her. The contribution amounts are based on a formula that is intended to achieve an income replacement target at retirement. The form

Viad Corp | EXECUTIVE COMPENSATION

and amounts of payments under this Defined Contribution Plan are more fully described in the “Non-Qualified Deferred Compensation Table,” “Summary Compensation Table” and “Post-Employment Arrangements” sections of this Proxy Statement.

CHANGE IN CONTROL AND CHANGE IN CONTROL SEVERANCE

Grandfathered Executive Severance Plan

Under a previous Executive Severance Plan (Tier I) (the “Grandfathered Plan”), Mr. Moster and Ms. Ingersoll are eligible for severance benefits if either of them is terminated without cause or by either of them for good reason (as those terms are defined in the Grandfathered Plan) within 36 months after a change in control, or by either of them for any reason (other than for good reason, death, disability or retirement). Under those circumstances, Mr. Moster and Ms. Ingersoll would receive a lump-sum payment, as severance compensation, equal to a multiple of the following sum:

•

His or her highest annual salary during employment; plus

•

The greater of:

His or her largest cash payment under the MIP during the last four employment years, or largest MIP payment if employed fewer than four years, or

The target bonus for the fiscal year in which the Change in Control occurs; plus

•

The greater of:

His or her largest cash bonus under the PUP during the last four employment years, or largest PUP payment if employed fewer than four years, or

The aggregate value of shares when earned during a performance period under any performance-related restricted stock award during the last four employment years, or if employed fewer than four years, than all completed employment years, or

The aggregate values at the time of grant of the target shares awarded under the performance-related restricted stock programs for the fiscal year in which the change in control occurred.

The multiple, in the case of termination without cause or termination by them for good reason, will equal the product of three times a fraction, the numerator of which is 36 minus the number of full months the individual was employed following a change in control, and the denominator of which is 36.

Mr. Moster’s or Ms. Ingersoll’s participation in any life, health, and automobile benefits will continue at the same cost as if he or she was an employee for a prorated three-year period. In addition, he or she will be treated as having been employed for three additional years for purposes of eligibility for distribution or vesting rights under any retirement plans.

As of February 26, 2017, we phased out the modified single-trigger provisions, as well as all tax gross-up provisions, under the Grandfathered Plan.

Executive Severance Plan

In 2013, we adopted a new Executive Severance Plan (Tier I) (the “Executive Severance Plan”), which does not contain any tax gross-up or modified single-trigger provisions and applies to NEOs hired in 2013 and thereafter. Mr. Altizer, Mr. Barry, and Mr. Linde participate in the Executive Severance Plan. Under the Executive Severance Plan, a participating NEO is eligible for severance benefits if we terminate the NEO without cause or by the executive for good reason (as those terms are defined in the Executive Severance Plan) within 36 months after a change in control. Under those circumstances, the executive would receive a lump-sum payment, as severance compensation, equal to a multiple of the following sum:

•

The NEO’s highest annual salary during his or her employment term; plus

•

The NEO’s target cash bonus under the MIP for the fiscal year in which the change in control occurs.

Viad Corp | EXECUTIVE COMPENSATION

The multiple is equal to the product of three times a fraction, the numerator of which is 36 minus the number of full months the NEO was employed following a change in control and the denominator of which is 36.

The NEO’s participation in any life, health, and automobile benefits will continue at the same cost as if the NEO was an employee for a prorated three-year period. In addition, we treat the NEO as having been employed for three additional years for purposes of eligibility for distribution or vesting rights under any retirement plans.

INVOLUNTARY TERMINATION NOT FOR CAUSE

In February 2007, the Board adopted the Executive Officer Pay Continuation Policy (the “Pay Continuation Policy”) to provide severance cash payments if we terminated an executive officer without cause (not for death, disability or cause). Except for Mr. Moster and Mr. Barry, who would receive lump-sum cash payments pursuant to the terms of their respective severance agreements described in the subsection “Voluntary Termination For Good Reason” of this section, executive officers with less than seven years of service would receive six months of salary, and executive officers with seven or more years of service would receive: (i) up to one year’s salary, (ii) continued health and welfare benefits for a period of up to twelve months following termination, (iii) a pro-rata annual cash incentive award under the MIP for the calendar year in which they were last employed, if earned, and (iv) outplacement services. To receive payments under the Pay Continuation Policy, executives must execute a general release containing a release of all claims against us, a covenant not to sue, a non-competition covenant, and a non-disparagement agreement, all in form and substance satisfactory to us. All benefits under the Pay Continuation Policy will cease on the last day of the month in which the executive officer commences new employment.

VOLUNTARY TERMINATION FOR GOOD REASON

Messrs. Moster and Barry each have a severance agreement that provides for post-termination payments upon a voluntary termination of employment by either of them for “good reason” as defined under their respective agreements.

Upon termination, Messrs. Moster and Barry will each receive the same payments and benefits described under the “Involuntary Termination Not For Cause” subsection, provided that they timely execute a satisfactory release of all claims, waiver of rights, and covenant not to sue. Mr. Moster must also resign from our Board of Directors.

DEATH OR DISABILITY

We provide certain cash amounts and equity award vesting if a NEO’s termination is due to disability or death. The MIP provides that the NEOs will be entitled to receive the accrued cash incentive payment, if earned, prorated to the date of employment termination. All restricted stock awards granted to the NEOs in 2017 and 2018 will vest on a pro-rata basis, and the NEOs will receive a pro-rata share of all earned performance units granted in 2017 and 2018 at the end of the three-year performance period. No payments would be made to any NEO for any restricted stock or earned performance units granted in 2019. The following table shows the cash amounts and the value of equity award vesting.

Viad Corp | EXECUTIVE COMPENSATION

Estimated Benefits in the Event of a Change in Control with Involuntary/Without Cause or Voluntary/Good Reason Termination, Termination Involuntary Not for Cause, Termination Voluntary for Good Reason, and Death or Disability, In Dollars ($)

	Change in Control Termination Involuntary/ Without Cause or Voluntary/ Good Reason ($)		Termination Involuntary Not for Cause ($)		Termination Voluntary for Good Reason ($)	Death or Disability ($)
Moster
Cash Severance	19,662,781	¹	1,854,000		1,854,000	-
Annual Incentive Cash Bonus	926,377	^2,3,5	926,377		926,377	754,997
Performance Units	5,756,850	^3,4,5	4,772,444	⁹	-	4,772,444
Welfare Benefits and Perquisites	80,020	⁶	-		-	-
Outplacement Services	30,000		30,000		-	-
Total	26,456,028		7,582,821		2,780,377	5,527,441
Ingersoll
Cash Severance	5,566,200	¹	452,000		-	-
Annual Incentive Cash Bonus	269,100	^2,3,5	269,100		-	219,317
Restricted Stock	569,768	^3,5	315,854	⁹	-	315,854
Performance Units	916,403	^3,4,5	775,369	⁹	-	775,369
Welfare Benefits and Perquisites	60,747	⁶	19,896		-	-
Incremental Pension Benefit	14,573	⁷	-		-	-
Defined Contribution Benefit	2,975,608	⁸	2,373,943	¹⁰	-	-
Outplacement Services	30,000		30,000		-	-
Total	10,402,399		4,236,162		-	1,310,540
Altizer
Cash Severance	1,804,950	¹	200,000		-	-
Annual Incentive Cash Bonus	201,650	^2,3,5	201,650		-	132,686
Restricted Stock	429,503	^3,5	-	⁹	-	-
Performance Units	180,090	^3,4,5	-	⁹	-	-
Welfare Benefits and Perquisites	48,057	⁶	-		-	-
Outplacement Services	30,000		30,000		-	-
Total	2,694,250		431,650		-	132,686

Viad Corp | EXECUTIVE COMPENSATION

	Change in Control Termination Involuntary/ Without Cause or Voluntary/ Good Reason ($)		Termination Involuntary Not for Cause ($)		Termination Voluntary for Good Reason ($)	Death or Disability ($)
Barry
Cash Severance	2,111,042	¹	458,000		458,000	-
Annual Incentive Cash Bonus	245,681	^2,3,5	245,681		245,681	168,783
Restricted Stock	860,018	^3,5	456,868	⁹	-	456,868
Performance Units	745,043	^3,4,5	622,715	⁹	-	622,715
Welfare Benefits and Perquisites	39,873	⁶	-		-	-
Outplacement Services	30,000		30,000		-	-
Total	4,031,657		1,813,264		703,681	1,248,366
Linde
Cash Severance	1,566,352	¹	180,500		-	-
Annual Incentive Cash Bonus	161,117	^2,3,5	161,117		-	131,311
Restricted Stock	459,338	^3,5	-		-	-
Performance Units	180,068	^3,4,5	-		-	-
Welfare Benefits and Perquisites	38,530	⁶	-		-	-
Outplacement Services	30,000		30,000		-	-
Total	2,435,405		371,617		-	131,311

¹	We calculated the amounts reported in the table as cash severance payments in accordance with the terms of the Grandfathered Plan, except for Mr. Altizer, Mr. Barry, and Mr. Linde, whose cash severance payment was calculated in accordance with the terms of the Executive Severance Plan.

Upon a change in control, regardless of whether there is also a termination of employment, each of the NEOs would be entitled to receive a pro-rata portion of the annual cash incentive granted under the MIP, calculated based on the achievement of performance measures through the date of the change in control.

Upon a change in control, all equity awards will vest. Upon a change of control, NEOs would also receive a cash amount for the MIP, calculated as if the pre-defined target was met at 100% and prorated through the date of the change in control, whether or not the NEO’s employment was terminated in connection with the change in control. The disclosed option benefits assume that each NEO with outstanding options timely elected to surrender all such options, and that an amount equal to the closing price of Viad’s common stock on December 31, 2019, was paid for each share in connection with the change in control.

⁴

Upon a change in control, regardless of whether there is also a termination of employment, the NEOs would be entitled to receive a cash payment for performance units granted under the PUP, calculated as if each of the pre-defined targets were met at 100%, and prorated from the start date of the performance period to the date of the change in control.

⁵	If the payouts and vesting were to occur upon a change in control, then the PUP and the MIP would not be paid out again and no additional restricted stock would vest in the event of a termination in connection with a change in control.

⁶	NEOs receive continued welfare benefits coverage for the severance period of three years times a fraction, the numerator of which is 36 minus the number of full months from the date of the change in control through the last day of the NEO’s employment, and the denominator of which is 36 months.

⁷

The Grandfathered Plan and the Executive Severance Plan provide a special retirement benefit to Ms. Ingersoll in the form of an additional benefit accrual under the SERP, determined as if she continued employment during the severance period with the severance compensation included in her final average compensation as defined by the SERP.

Viad Corp | EXECUTIVE COMPENSATION

⁸

Under the Defined Contribution Plan, upon a change in control, Ms. Ingersoll’s contribution accounts will vest. If we terminate Ms. Ingersoll without cause (as that term is defined in the Defined Contribution Plan) within three years after a change in control, she will receive any company discretionary contribution that would have been credited to her company discretionary contribution account had she continued to be employed through the earlier of: (i) age 60; or (ii) the third anniversary of her termination date.

⁹

All restricted stock awards granted to the NEOs in 2017 and 2018 will vest on a pro-rata basis, and the executives will receive a pro-rata share of all earned performance units granted in 2017 and 2018 at the end of the three-year performance period. No vesting acceleration payment would be made to any NEO for any restricted stock or performance units granted in 2019.

¹⁰

As disclosed in Note 4 to the “Non-qualified Deferred Compensation for Fiscal Year Ended December 31, 2019” table and elsewhere in this Proxy Statement, Ms. Ingersoll is the only current employee who participates in the Defined Contribution Plan. Under the provisions of the Defined Contribution Plan, if Ms. Ingersoll’s employment is terminated, voluntarily or involuntarily, under circumstances other than retirement she will receive her vested account balance in either a lump-sum payment or annual installment payments, at her election.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides information, as of December 31, 2019, with respect to shares of our common stock that may be issued under existing equity compensation plans. The category “Equity Compensation Plans Approved by Security Holders” in the table below includes the 2017 Plan, which our shareholders approved at the 2017 annual meeting of shareholders on May 18, 2017, and the 2007 Plan.

Plan Category

Number of securities to be

issued upon exercise of

outstanding options, warrants and rights

Weighted-average exercise price of outstanding

options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities

reflected in column (a))

(a)

(b)

(c)

Equity Compensation Plans Approved by

Security Holders:

2017 Plan¹

1,584,154

2007 Plan

41,143

16.62

__________

Total

41,143

1,584,154

The 2017 Plan has a 10-year term and provides for the following types of awards to officers, directors, and certain other employees: (a) incentive and non-qualified stock options; (b) restricted stock (and units); (c) performance units or performance shares; (d) stock appreciation rights; (e) cash-based awards; and (f) certain other stock-based awards. The number of shares of common stock authorized for grant under the 2017 Plan is limited to 1,750,000 shares. Any shares awarded under the 2017 Plan that are terminated (by cancellation, expiration, forfeiture, or otherwise), settled in cash, or exchanged with the Human Resources Committee’s permission before they are issued, will be available again for grant under the 2017 Plan.

CEO PAY RATIO

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), we are providing the following disclosure that compares the annual total compensation of our “median employee” to the annual total compensation of our Principal Executive Officer, our CEO.

To determine our median employee, we included base salary, which is paid in the form of hourly wages, and commissions paid, as the consistently applied compensation measure for all employees. We selected these pay elements because they were the most consistently paid across our organization. We reviewed compensation as of October 13, 2017, to determine our median employee. As of that date, we had 18,223 employees according to the definition provided under Dodd-Frank, though not all of these employees were actively working at that time. In

Viad Corp | EXECUTIVE COMPENSATION

determining our median employee, we excluded employees from countries that represent 5% or less of our global headcount. The excluded countries were Hong Kong, The Netherlands, Romania, Switzerland, and the United Arab Emirates. Combined, this population represented 192 employees, or less than 1% of our total headcount.

We applied statistical sampling to develop a narrow range of employees around our estimated median pay for 2017 of $4,662. Using a range of pay within 10% of this estimated median, we identified 591 employees. We then conducted further analysis of prior years’ earnings to identify 30 employees from this group with relatively stable earnings over the past several years. Finally, from this list of 30 employees, we selected our median employee, who was a part-time employee in 2017, 2018, and 2019, and who was represented by a union.

Having determined our median employee, we collected additional elements of pay pursuant to Item 402(c)(2)(x) of Regulation S-K, which is the same methodology used to determine compensation for our CEO and our other NEOs in the Summary Compensation Table in this Proxy Statement. We reported the results of our analysis in our proxy statement filed on April 4, 2018.

For our 2019 fiscal year, Dodd-Frank allows us to review compensation for the same median employee we identified in 2017. We verified that the employee was employed generally on the same basis as in 2017. We also confirmed that there was no compelling reason to select a different median employee for our 2019 disclosure. Accordingly, the table below provides the annual total compensation for our median employee and for our CEO for 2019, as well as the ratio of our CEO’s total compensation to that of the median employee.


CEO Pay Ratio – includes part-time and seasonal employees:
2019 Total Annual Compensation – Median Employee	$6,109
2019 Total Annual Compensation – Steven W. Moster, CEO	$4,062,472
Ratio of CEO Compensation to the Median Employee	665:1

Supplemental Pay Ratio Disclosure

Due to the nature of our business, we employ both full-time and part-time employees. In many cases, and particularly for those who are represented by a union or work for us on a seasonal basis, our employees may work for a few days or a few months during the year. These same employees may work for us for many successive years on a part-time basis, but the limited number of total working hours means that their pay, and consequently the median pay of our employee population, is low relative to a population comprising only our full-time employees.

For comparison, we are providing a supplemental pay ratio calculation based on a median employee selected using the same methodology as above, and updated for 2019, with the exception that it excludes part-time and seasonal employees.


CEO Pay Ratio – median employee determined by excluding part-time and seasonal employees:
2019 Total Annual Compensation – Median Employee	$51,665
2019 Total Annual Compensation – Steven W. Moster, CEO	$4,062,472
Ratio of CEO Compensation to the Median Employee	79:1

The SEC’s rules for identifying the median compensated employee and calculating the pay ratio allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio we are reporting, as other companies have different employee populations and compensation practices, and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

Viad Corp | EXECUTIVE COMPENSATION

HEDGING AND PLEDGING

Our Insider Trading Policy includes the following policies regarding hedging and pledging of Viad common stock:

Hedging Transactions

Our directors, NEOs, other officers, and employees may not engage in any hedging, monetization, short position, or similar transactions that are designed to limit or eliminate the risks of owning Viad stock (collectively, “Hedging”). Hedging is prohibited regardless of whether the shares were purchased in the open market or granted in the form of a stock-based award.

Pledging and Margin Transactions

Our directors, NEOs, and other officers may not engage in “margin” or “pledging” transactions in which (i) a broker, bank or other financing party holds securities as collateral for a margin loan, mortgage, or other loan, and (ii) Viad securities may be sold without consent in the event of a failure to meet a margin call or default on a loan or mortgage. These transactions are prohibited because the sale may occur at a time when the director, NEO or other officer has material, non-public information, or when he or she is otherwise not permitted to trade in Viad securities.

Viad Corp | EXECUTIVE COMPENSATION

AUDIT COMMITTEE REPORT FOR THE YEAR ENDED DECEMBER 31, 2019

Management has primary responsibility for Viad’s financial statements and the reporting process, including the systems of internal control over financial reporting. In accordance with our charter, we assist the Board of Directors in overseeing Viad’s accounting, financial reporting processes, and the audits of the Company’s financial statements. In addition, we assist the Board in overseeing:

•

the integrity of Viad’s financial statements,

•

the independent registered public accounting firm, Deloitte & Touche LLP’s (“Deloitte”), qualifications and independence,

•

Deloitte’s and Viad’s internal audit function performance, and

•

Viad’s compliance with legal and regulatory requirements, including its Always Honest Compliance and Ethics Program.

Disclosure Controls and Internal Control Over Financial Reporting

Management develops and maintains adequate systems of internal accounting and financial controls and annually, Deloitte expresses an opinion on the effectiveness of Viad’s internal control over financial reporting. In accordance with our charter, we discussed and reviewed with Management, the adequacy of those controls.

Throughout 2019, Management tested and evaluated its system of internal control over financial reporting and then regularly updated Deloitte and us regarding their findings. We also reviewed Deloitte’s audit report relating the effectiveness of the Company’s internal control over financial reporting.

Independent Registered Public Accounting Firm

In accordance with our charter, we appointed Deloitte as Viad’s independent registered public accounting firm for 2020. In determining whether to reappoint Deloitte, we considered, among other things, the firm’s independence, the length of time the firm has been engaged, the quality of the ongoing discussions with the firm, and the firm’s familiarity with Viad’s global operations and businesses, accounting policies and practices, and internal control over financial reporting. We also assessed the firm’s, and the lead audit partner’s, professional qualifications and past performance. We concluded that Deloitte is independent and should serve as Viad’s independent registered public accounting firm for 2020.

Financial Statements Recommendation

Management prepared the Company’s 2019 financial statements, and Deloitte audited and then issued a report on those financial statements indicating that they are complete, accurate, and in accordance with generally accepted accounting principles. We recommended that the Company’s 2019 audited financial statements be included in Viad’s 2019 Annual Report on Form 10-K, filed with the SEC on February 26, 2020. A copy of Deloitte’s report is included with your proxy materials. In connection with our recommendation, we:

•

Reviewed and discussed Viad’s audited financial statements with both Management and Deloitte;

•

Discussed with Deloitte the overall scope and plans for their audits of Viad’s businesses, including evaluating the effectiveness of internal control over financial reporting in accordance with the applicable requirements of the Public Accounting Oversight Board (the “PCAOB”);

•

Received from Deloitte the written disclosures and the letter required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with us concerning independence; and

•

Discussed with Deloitte their independence from Viad, including reviewing non-audit services and fees to assure compliance with (i) regulations prohibiting Deloitte from performing specific services that could impair its independence, and (ii) Viad’s and the Audit Committee’s policies.

Viad Corp | AUDIT COMMITTEE REPORT FOR THE YEAR ENDED DECEMBER 31, 2019

This Audit Committee report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Exchange Act, as amended, except to the extent that Viad specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

AUDIT COMMITTEE

Virginia L. Henkels, Chair

Richard H. Dozer

Edward E. Mace

Robert E. Munzenrider

Joshua E. Schechter

Viad Corp | AUDIT COMMITTEE REPORT FOR THE YEAR ENDED DECEMBER 31, 2019

PROPOSAL 2: RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2020

The Audit Committee is directly responsible for selecting, appointing, determining the compensation for, retaining, overseeing, and terminating our independent registered public accounting firm (the “independent auditor”). Annually, the Audit Committee reviews the independent auditor’s qualifications, performance, and independence, and determines whether to replace the independent auditor.

Based on its review, the Audit Committee has appointed Deloitte & Touche LLP (“Deloitte”) as the Company’s independent auditor to conduct the 2020 annual audit. Deloitte has served as our independent auditor since at least 1929. The Board considers the selection of Deloitte as the Company’s independent auditor for 2020 to be in the best interests of the Company and its shareholders. In reaching this conclusion, the Audit Committee considered Deloitte’s integrity, controls, and processes to ensure Deloitte’s independence, objectivity, industry and company-specific experience, quality and effectiveness of personnel and communications, commitment to serving the Company, appropriateness of fees for audit and non-audit services, and tenure as the Company’s auditors, including the benefits of having a long-tenured auditor.

Although Deloitte’s appointment as the Company’s independent auditor does not require shareholder approval, our Board and the Audit Committee believe it is desirable as a good corporate governance practice to request that our shareholders ratify the appointment. Ratification requires the affirmative vote of a majority of the shares entitled to vote on the matter. If the shareholders do not ratify the appointment, the Audit Committee, in its discretion, may retain Deloitte or select different independent auditors if it subsequently determines that such a change would be in the best interest of the Company and our shareholders.

We expect Deloitte representatives to be present at the Annual Meeting. They will have an opportunity to make a statement, if they desire to do so, and to respond to appropriate questions from shareholders.

Board Recommendation

The Board recommends that you vote “FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2020.

AUDIT COMMITTEE PRE-APPROVAL POLICY

In accordance with its charter, the Audit Committee’s policy is to pre-approve all of Deloitte’s audit and permissible non-audit services. These services may include audit, audit-related, tax, and other permissible non-audit services. Any service incorporated or identified within Deloitte’s engagement letter and the written annual service plan, both of which the Audit Committee approves, are deemed pre-approved up to the dollar amount specified.

Throughout the year, Deloitte also provides additional accounting research and consultation services required by, and incidental to, the audit of our financial statements and related reporting compliance. The Audit Committee considers these additional audit-related services pre-approved up to the amount specified in the annual service plan. The Audit Committee may also pre-approve services on a case-by-case basis, or Audit Committee Chairman may give such pre-approval in writing on behalf of Audit Committee. The Chairperson reviews his or her pre-approvals with the full Committee not later than the Audit Committee’s next meeting. Periodically, the Audit Committee asks Deloitte to summarize the services and fees paid to date, and to report on the approval of the services and fees in accordance with the Audit Committee’s required pre-approval process.

Viad Corp | PROPOSAL 2: RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2020

FEES AND SERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The following is a summary of the aggregate fees Deloitte & Touche LLP billed us for professional services provided for the fiscal years ended December 31, 2019 and 2018.

	2019 Fees		2018 Fees
Fee Category	($)		($)
Audit Fees¹		2,332,500		2,191,500
Audit-Related Fees²		206,250		201,200
Tax Fees³		31,300		97,790
All Other Fees⁴		--		16,347
Total Fees		2,570,050		2,506,837

______________________

Audit Fees. Consists of fees billed for professional services provided for the audits of our financial statements and of our internal control over financial reporting for the fiscal years ended December 31, 2019 and 2018, and for reviewing the financial statements included in our quarterly reports on Form 10-Q for those fiscal years.

²	Audit-Related Fees. Consists of fees billed for audit-related services, which generally include fees for separate audits of employee benefit and pension plans, certain due diligence assistance, and consultation, including ad hoc fees for consultation on financial accounting and reporting standards.

³	Tax Fees. Consists of fees billed for tax services including fees for corporate tax planning, consulting, and compliance.

⁴	All Other Fees. Consists of fees billed for all other services including fees for consulting on computer system controls and human capital. No services were performed related to financial information systems design and implementation for the fiscal years ended December 31, 2019 and 2018.

Viad Corp | PROPOSAL 2: RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2020

PROPOSAL 3: ADVISORY APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION

The Human Resources Committee, which is composed entirely of independent directors, and the full Board believe that the executive compensation policies, procedures, and decisions made with respect to our NEOs are competitive, are based on our pay for performance philosophy, and are focused on achieving our goals and enhancing shareholder value.

Pursuant to Section 14A of the Exchange Act, our shareholders have an opportunity to vote to approve, on an advisory basis, our NEOs’ compensation, as disclosed in this Proxy Statement. This annual vote is not intended to address any specific element of our executive compensation program, but rather the overall compensation program for our NEOs. In considering your vote, you may wish to review the CD&A and the “Executive Compensation” sections of this Proxy Statement, which contain details of our compensation policies, procedures, and decisions regarding our NEOs.

For these reasons and as discussed in the CD&A section of this Proxy Statement, the Board recommends that our shareholders vote “FOR” the adoption of the following resolution:

RESOLVED, that the Viad Corp (the “Company”) shareholders approve, on an advisory basis, the overall compensation of the Company’s named executive officers set forth in the Compensation Discussion and Analysis, Summary Compensation Table, and related compensation tables, notes, and narrative discussion in the Proxy Statement for the Company’s 2020 annual meeting of shareholders.

Although this advisory vote is not binding upon the Board or Viad, the Board and the Human Resources Committee will review and consider the voting results, as they have in previous years, when making future decisions regarding executive compensation.

Board Recommendation

The Board of Directors recommends that you vote “FOR,” to approve, on an advisory basis, the compensation of our Named Executive Officers.

Viad Corp | PROPOSAL 3: ADVISORY APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

WHO CAN VOTE

You may vote your Viad stock if our records show that you held your shares as of the Record Date, which was March 20, 2020. At the close of business on the Record Date, a total of 20,380,630 shares of Viad common stock were outstanding and entitled to vote. In accordance with our Restated Certificate of Incorporation, each share of Viad common stock is entitled to one vote at this Annual Meeting.

BOARD RECOMMENDATIONS ON PROPOSALS

The following table summarizes the proposals to be voted on at the Annual Meeting and our Board’s voting recommendations with respect to each proposal.

Proposals		Board’s Recommendation
1.	Elect the following nominees to three-year terms: Edward E. Mace and Joshua E. Schechter	✓	FOR each Director Nominee
2.	Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2020	✓	FOR
3.	Approve, on an advisory basis, the compensation of our named executive officers	✓	FOR

VOTING REQUIREMENTS

The following chart describes the proposals to be considered at the Annual Meeting, the vote required to elect directors and to adopt each other proposal, and the manner in which votes will be counted. Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present.


Proposal	Voting Options	Vote Required to Adopt the Proposal	Effect of Abstentions	Effect of “Broker Non-Votes”
Election of directors	FOR, AGAINST or ABSTAIN with respect to each director nominee.	Uncontested - Majority of votes cast; each director nominee must receive more votes FOR than AGAINST.* Contested – Plurality voting; the director nominees receiving the greatest number of FOR votes will be elected as directors.	No effect. An abstention does not count as a vote cast.	No effect; no broker discretion to vote.
Ratification of selection of Deloitte & Touche LLP	FOR, AGAINST or ABSTAIN.	Majority of the votes cast; shares voted FOR the proposal must exceed the number of shares voted AGAINST the proposal.	No effect. An abstention does not count as a vote cast.	No broker non-votes; brokers have discretion to vote.

Viad Corp | GENERAL INFORMATION ABOUT THE ANNUAL MEETING

Proposal

Voting Options

Vote Required to Adopt the Proposal

Effect of Abstentions

Effect of “Broker Non-Votes”

Advisory vote to approve

executive compensation

FOR, AGAINST or ABSTAIN.

Majority of the votes cast; shares voted FOR the proposal must exceed the number of shares voted AGAINST the proposal.

No effect. An abstention does not count as a vote cast.

No effect; no broker discretion to vote.

* In an uncontested election, a director nominee who does not receive a majority of the votes cast must tender his or her resignation, and the Board, through a process managed by the Corporate Governance and Nominating Committee, will decide whether to accept the resignation.

PARTICIPATION IN THE ANNUAL MEETING

We are hosting the Annual Meeting via the internet through a virtual web conference. You will not be able to attend the meeting in person. You will be able to attend the virtual annual meeting, vote your shares electronically, and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/VVI2020 and entering your 16-digit control number included in your Notice of Internet Availability of the proxy materials, on your proxy card, or on any additional voting instructions accompanying these proxy materials. The Annual Meeting will begin promptly at 8:00 a.m. MST. Online check-in will be available beginning at 7:30 a.m. MST. Please allow ample time for the online check-in process. Please be assured that you will be afforded the same rights and opportunities to participate in the virtual meeting as you would at an in-person meeting.

If you are a beneficial owner, who owns shares through a bank, brokerage firm, or other nominee, you may not vote your shares electronically at the virtual annual meeting unless you obtain a “legal proxy” from your bank, brokerage firm, or other nominee who is the stockholder of record with respect to your shares. You may still attend Annual Meeting even if you do not have a legal proxy. For admission to the Annual Meeting, visit www.virtualshareholdermeeting.com/VVI2020 and enter your 16-digit control number included in your Notice of Internet Availability of the proxy materials, on your proxy card, or on any additional voting instructions accompanying these proxy materials.

As part of the Annual Meeting, we will hold a question and answer session, during which we intend to answer questions submitted during the meeting in accordance with the Annual Meeting procedures which are pertinent to the Company and the meeting matters, as time permits. Questions may be submitted during the Annual Meeting through www.virtualshareholdermeeting.com/VVI2020. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once.

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting login page.

VOTING YOUR PROXY

Under NYSE rules, if you are beneficial shareholder, your vote instructs your bank, broker, or other nominee (collectively, a “nominee”) as the holder of record, how to vote your shares. If you do not vote, your nominee may still vote your shares, but only on “routine” matters. The only routine matter at this Annual Meeting is Proposal 2, ratifying the appointment of Deloitte & Touche LLP. Accordingly, if you do not vote, your nominee may not vote your shares on Proposals 1 (Election of Directors) or 3 (Advisory Vote on Executive Compensation). Your nominee’s inability to vote your shares on Proposals 1 and 3 results in a broker non-vote. Abstentions and broker non-votes are not included in the vote totals and, as such, will not affect the outcome of the proposals.

If you are a record holder and return a signed proxy card, the proxy will vote your shares in accordance with your instructions. If you return your signed proxy card, but do not indicate how to vote on the proposals, the proxy will vote your shares “For” each of the proposals. If you are a 401(k) participant, your signed proxy card will instruct the respective plan trustee how to vote your shares. If you do not provide voting instructions, the trustees will vote your shares in accordance with the majority of shares voted in the plans.

Viad Corp | GENERAL INFORMATION ABOUT THE ANNUAL MEETING

ELIMINATING DUPLICATIVE PROXY MATERIALS

To reduce printing and mailing costs, we adopted a procedure approved by the SEC called “householding.” Shareholders of record who have indicated that they would like to continue to receive copies of the proxy materials and who have the same address and last name will receive only one copy of this Proxy Statement and 2019 Form 10-K. Shareholders who participate in householding will continue to receive separate proxy cards. If you do not wish to participate in householding and prefer a separate copy of this Proxy Statement and the 2019 Form 10-K, or separate copies of these documents in the future, or if you are currently receiving separate copies of these documents and would like to request delivery of a single copy of the documents in the future, please contact EQ Shareowner Services, P.O. Box 64874, St. Paul, MN 55164-0874 (telephone number: 1-800-453-2235). We will promptly deliver a separate copy of this Proxy Statement and 2019 Form 10-K upon receiving your request. Beneficial owners can request information about householding from their nominees.

OTHER BUSINESS

The Board of Directors knows of no other matters to be considered at the Annual Meeting. If any other business should properly come before the Annual Meeting, the persons appointed in the enclosed proxy have discretionary authority to vote in accordance with their best judgment.

REVOKING YOUR PROXY

You may revoke your proxy by:

•

Delivering a signed, written revocation letter, dated later than the proxy, to Derek P. Linde, General Counsel and Corporate Secretary, at our principal executive office as listed in the notice of meeting attached to this Proxy Statement;

•

Delivering a signed proxy, dated later than the first one, to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717; or

•

Participating in the Annual Meeting webcast and voting during the meeting. Your participation at the meeting will not by itself revoke your proxy unless you choose to vote during the meeting.

SOLICITATION OF PROXIES

We are providing these proxy materials in connection with the Board’s solicitation of proxies to be voted at our Annual Meeting. We will pay for the cost of solicitation. We will solicit proxies primarily through the mail, but our directors, officers, and employees may solicit proxies personally, by telephone, or otherwise, and no additional compensation will be paid to them. We will also reimburse nominees and other fiduciaries for their reasonable expenses in sending proxy materials to beneficial owners of Viad shares.

HOW TO VOTE

Your vote is important! Please cast your vote and play a part in Viad’s future.

Shareholders of record, who hold shares registered in their names, can vote by:

Internet

www.proxyvote.com

Calling 1-800-690-6903

Toll-free from the U.S. or Canada

Mail

Return the signed proxy card

Viad Corp | GENERAL INFORMATION ABOUT THE ANNUAL MEETING

The deadline for voting online or by telephone is 11:59 p.m. ET on May 18, 2020. If you vote by mail, your proxy card must be received before the Annual Meeting. If you hold shares in a Viad 401(k) plan, your voting instructions must be received by 11:59 p.m. ET on May 14, 2020.

Shareholders of record may vote online during the Annual Meeting. Beneficial owners, who own shares through a bank, brokerage firm, or other nominee, may vote online during the Annual Meeting as described below. You may cast your vote electronically during the Annual Meeting using the 16-digit control number included in your Notice of Internet Availability of the proxy materials, on your proxy card, or on any additional voting instructions accompanying these proxy materials. If you do not have a control number, please contact your broker, bank, or other nominee as soon as possible so that you can be provided with a control number.

Beneficial owners, who own shares through a bank, brokerage firm, or other nominee, can vote by returning the voting instruction form, or by following the instructions for voting via telephone or the internet, as provided by the bank, broker, or other nominee. If you own shares in different accounts or in more than one name, you may receive different voting instructions for each type of ownership. Please vote all of your shares.

If you are a shareholder of record or a beneficial owner who has a legal proxy to vote the shares, you may choose to vote during the Annual Meeting while participating in the Annual Meeting. Even if you plan to participate in our Annual Meeting via virtual web conference, please cast your vote as soon as possible.

During the Annual Meeting, a list of shareholders entitled to vote will be available for examination at www.virtualshareholdermeeting.com/VVI2020. The list will also be available for 10 days prior to the Annual Meeting at our principal executive office at the address listed above.

Viad Corp | GENERAL INFORMATION ABOUT THE ANNUAL MEETING

SUBMISSION OF SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS

Pursuant to Rule 14a-8 of the Exchange Act, shareholder proposals intended for inclusion in the proxy statement to be furnished to all shareholders entitled to vote at our 2021 annual meeting of shareholders must be received at our principal executive offices not later than the close of business, Arizona local time, on December 4, 2020, which is 120 days prior to the first anniversary of the mailing date of this Proxy Statement. Any proposal must comply with the requirements as to form and substance established by the SEC for such proposal to be included in our 2020 Proxy Statement.

Under our Bylaws, any shareholder proposal that is not submitted for inclusion in next year’s Proxy Statement, but is instead sought to be presented directly at the 2021 annual meeting, must be received at our principal executive offices no earlier than the close of business on January 19, 2021, and no later than the close of business on February 18, 2021.

Shareholders should direct all proposals, director nominations, or related questions in writing to the office of the Corporate Secretary at the address listed in the notice of meeting attached to this Proxy Statement.

Viad Corp | GENERAL INFORMATION ABOUT THE ANNUAL MEETING

AVAILABILITY OF MATERIALS

This Proxy Statement and the 2019 Form 10-K are available on our website at www.viad.com by clicking the link “Annual Meeting-Proxy Materials” under the “Investors” tab, or by written request to the office of the Corporate Secretary at the address listed in the notice of meeting attached to this Proxy Statement. You may also obtain our other SEC filings and certain other information through the internet at www.sec.gov and our website at www.viad.com. Information contained in any website referenced in this Proxy Statement is not part of this Proxy Statement and is not incorporated by reference in this Proxy Statement.

PLEASE SIGN, DATE, AND MAIL YOUR PROXY CARD NOW

OR SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET.

WE APPRECIATE YOUR PROMPT RESPONSE!

Viad Corp | SUBMISSION OF SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS

APPENDIX A

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

This Proxy Statement includes the presentation of “Segment Operating Income” and “Adjusted Segment EBITDA,” which are supplemental to results presented under GAAP and may not be comparable to similarly titled measures presented by other companies. Segment Operating Income and Adjusted Segment EBITDA should be considered in addition to, but not as a substitute for, other similar measures reported in accordance with GAAP. The use of these non-GAAP financial measures is limited, compared to the GAAP measure of Net Income Attributable to Viad, because they do not consider a variety of items affecting our consolidated financial performance as reconciled below. Because these non-GAAP measures do not consider all items affecting our consolidated financial performance, a user of our financial information should consider Net Income Attributable to Viad as an important measure of financial performance because it provides a more complete measure of our performance.

Management believes that the presentation of Segment Operating Income and Adjusted Segment EBITDA provides useful information to investors regarding our results of operations for trending, analyzing, and benchmarking the performance and value of our business.

We define “Segment Operating Income” as Net Income Attributable to Viad before income (loss) from discontinued operations, corporate activities, interest expense and interest income, income taxes, legal settlement charge, multi-employer pension plan withdrawal costs, restructuring charges, impairment losses and recoveries, and the reduction/increase for income/loss attributable to non-redeemable and redeemable non-controlling interests.

We define “Adjusted Segment EBITDA” as Segment Operating Income before non-cash depreciation and amortization, acquisition integration and transaction-related costs, attraction start-up costs and fire-related business interruption matters (in 2016). Management uses Segment Operating Income and Adjusted Segment EBITDA to measure the profit and performance of our operating segments to facilitate period-to-period comparisons.

The term "organic" is used within this document to refer to results without the impact of exchange rate variances and acquisitions, if any, until such acquisitions are included in the entirety of both comparable periods. The impact of exchange rate variances (or "FX Impact") is calculated as the difference between current period activity translated at the current period's exchange rates and the comparable prior period's exchange rates. Management believes that the presentation of "organic" results permits investors to better understand Viad's performance without the effects of exchange rate variances or acquisitions.

Viad Corp | APPENDIX A

A reconciliation of Net Income Attributable to Viad to Adjusted Segment EBITDA is as follows:

ADJUSTED SEGMENT EBITDA


Millions	2016	2017	2018	2019
Net Income Attributable to Viad	$42.3	$57.7	$49.2	$22.0
Net Income Attributable to Noncontrolling Interest	0.5	0.5	0.5	2.3
Net Loss Attributable to Redeemable Noncontrolling Interest	-	(0.1)	(0.3)	(0.8)
Loss (Income) from Discontinued Operations	0.7	0.3	(1.5)	0.1
Income Tax Expense	21.3	45.9	17.1	2.5
Net Interest Expense	4.7	8.0	9.3	13.8
Other Expense	1.7	2.0	1.7	1.6
Pension Plan Withdrawal	-	-	-	15.7
Legal Settlement	-	-	-	8.5
Impairment Charges (Recoveries)	0.2	(29.1)	-	5.3
Restructuring Charges	5.2	1.0	1.6	8.4
Corporate Activities & Eliminations	10.3	12.3	10.9	10.8
Segment Operating Income	$86.9	$98.6	$88.5	$90.2
Segment Depreciation	33.4	42.5	45.6	45.4
Segment Amortization	9.2	12.4	11.0	13.4
Attraction Start-up Costs	-	0.1	0.9	2.3
Fire-related Business Interruption Matters	0.1	-	-	-
Acquisition Integration & Transaction Costs	1.6	0.5	0.3	1.4
Adjusted Segment EBITDA	$131.1	$154.2	$146.3	$152.7

Revenue	$1,205.0	$1,307.0	$1,296.2	$1,371.7
Adjusted Segment EBITDA Margin	10.9%	11.8%	11.3%	11.1%

A reconciliation of Pursuit Revenue to Pursuit Organic Revenue is as follows:

PURSUIT ORGANIC REVENUE

	PURSUIT TOTAL
Millions	2018	2019
Pursuit Revenue	$185.3	$222.8
Less: Revenue from Acquisitions¹	-	(19.9)
Add: Fx Impact	-	2.1
Pursuit Organic Revenue	$185.3	$205.1

1Acquisitions include: Mountain Park Lodges and Belton Chalet (both acquired in 2019).

Certain amounts above may not total due to rounding.

Viad Corp | APPENDIX A

VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com Use the internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 18, 2020 for shares held directly and by 11:59 p.m. Eastern Time on May 14, 2020 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/VVI2020 You may attend the meeting via the internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 18, 2020 for shares held directly and by 11:59 p.m. Eastern Time on May 14, 2020 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. VIAD CORP 1850 NORTH CENTRAL AVE., SUITE 1900 PHOENIX, AZ 85004-4565 The Board of Directors recommends you vote FOR proposals 2 and 3: 2. Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2020. 3. Advisory vote to approve named executive officer compensation. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. NOTE: Any other business that may properly come before the meeting or any adjournment thereof TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. D06190-P32582 For Against Abstain Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. D06191-P32582 Viad Corp Annual Meeting of Shareholders May 19, 2020 8:00 A.M. MST This proxy is solicited by the Board of Directors The shareholder(s) hereby appoint(s) Derek P. Linde and Irma Villarreal, or either of them, as proxies, each with the power to appoint his/her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of Viad Corp that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 8:00 A.M., MST on May 19, 2020, via the internet through a virtual web conference at www.virtualshareholdermeeting.com/VVI2020, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side