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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

Vacasa, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Vacasa, Inc.
850 NW 13th Avenue
Portland, Oregon 97209

Notice of Annual Meeting of Stockholders of Vacasa, Inc.

Time and Date			Place
May 23, 2023 at 8:00 a.m. PT			Vacasa, Inc.’s (the “Company”) 2023 Annual Meeting of Stockholders (“Annual Meeting”) will be held in a virtual meeting format only. You can attend and participate in the Annual Meeting live via the Internet by visiting: www.virtualshareholdermeeting.com/VCSA2023.

Voting Items

Proposals	Board Vote Recommendation	For Further Details
1. Election of Joerg Adams, Rachel Gonzalez, Jeffrey Parks, Chris Terrill and Kimberly White as Class II Directors to serve until the 2026 Annual Meeting of Stockholders	“FOR” each director nominee	Page 1
2. Ratification of KPMG LLP as Independent Registered Public Accounting Firm for 2023	“FOR”	Page 34
3. Approval to Amend Certificate of Incorporation to Expand the Maximum Size of the Board	“FOR”	Page 37
4. Approval to Amend Certificate of Incorporation to Revise Process for Filling Board Vacancies and Newly Created Directorships	“FOR”	Page 39
5. Approval to Amend Certificate of Incorporation to Revise References to the Stockholders Agreement	“FOR”	Page 41
6. Approval to Amend Certificate of Incorporation to Allow for Exculpation of Officers	“FOR”	Page 43
7. Approval to Amend and Restate the 2021 Incentive Award Plan	“FOR”	Page 45
8. Approval to Amend and Restate the Employee Stock Purchase Plan	“FOR”	Page 52
9. Approval to Amend Certificate of Incorporation to Effect a Reverse Stock Split	“FOR”	Page 56

Stockholders will also act on other business properly presented to the meeting. The Board of Directors of the Company presently knows of no other business to come before the meeting.

Who Can Vote

If you owned shares of the Company’s Class A Common Stock or Class B Common Stock (collectively, the “Common Stock”) at the close of business on March 27, 2023, you are entitled to vote at the Annual Meeting and at any postponement or adjournment thereof. To attend, vote and ask questions during the

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Annual Meeting, you will need the 16-digit control number included on your proxy card or on any additional voting instructions that accompanied your proxy materials. Online check-in will begin at 7:45 a.m. PT. Please allow ample time for the online check-in process.

Each share of Common Stock is entitled to one vote for each director nominee and one vote for each of the other proposals. In general, stockholders may submit a proxy prior to the Annual Meeting by telephone, the Internet or mail to have their shares voted or may vote during the Annual Meeting by participating in the virtual meeting. See “Questions and Answers About the Annual Meeting and Voting” on page 64 for more details regarding how you may vote if you are a registered holder or a beneficial owner of shares held in “street name.”

Date of Mailing

This proxy statement, the proxy card and our Annual Report on Form 10-K for the year ended December 31, 2022 are first being mailed to stockholders on or about April 28, 2023.

Important Notice Regarding the Availability of Materials for the Annual Meeting to be held on May 23, 2023: This proxy statement and our 2022 Annual Report are available to you free of charge at www.proxyvote.com.

By order of the Board of Directors,

Rebecca Boyden
Chief Legal Officer
April 24, 2023

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	Page
Proposal 1 – Election of Directors		1
Corporate Governance		6
Director Independence		6
Board Leadership Structure		6
Our Board of Directors		6
Controlled Company Exemption		7
Role of the Board in Risk Oversight		8
Attendance by Members of the Board		8
Executive Sessions		8
Committees of the Board of Directors		8
Corporate Governance Guidelines and Code of Business Conduct and Ethics		10
Director Candidates		10
Compensation Committee Interlocks		11
Anti-Hedging Policy		12
Communications with the Board		12
Board Diversity		12
Executive and Director Compensation Matters		13
Security Ownership of Certain Beneficial Owners and Management		23
Certain Relationships and Related Party Transactions		29
Delinquent Section 16(a) Reports		33
Proposal 2 – Ratification of KPMG LLP		34
Fees and Services		34
Policy Regarding the Pre-Approval of Independent Registered Public Accounting Firm Provision of Audit, Audit-Related and Non-Audit Services		34
Audit Committee Report		36
Proposal 3 – Approval to Amend Certificate of Incorporation to Expand the Maximum Size of the Board		37
Proposal 4 – Approval to Amend Certificate of Incorporation to Revise Process for Filling Board Vacancies and Newly Created Directorships		39
Proposal 5 – Approval to Amend Certificate of Incorporation to Revise References to the Stockholders Agreement		41
Proposal 6 – Approval to Amend Certificate of Incorporation to Allow for Exculpation of Officers		43
Proposal 7 – Approval to Amend and Restate the 2021 Incentive Award Plan		45
Proposal 8 – Approval to Amend and Restate the Employee Stock Purchase Plan		52
Proposal 9 – Approval to Amend Certificate of Incorporation to Effect a Reverse Stock Split		56
Questions and Answers		64
Other Matters		70
Stockholder Proposals		70
Proxy Solicitation		70
Vacasa’s Annual Report		71

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Background

On July 28, 2021, Vacasa, Inc. (the “Company,” “we” or “us”) entered into an agreement to become a publicly traded company through a business combination with TPG Pace Solutions Corp., a Cayman Islands exempted company (“TPG Pace”). On December 6, 2021 (the “Closing”), we consummated the business combination (the “Business Combination”) contemplated by that certain business combination agreement, dated as of July 28, 2021 (as amended, the “Business Combination Agreement”), by and among TPG Pace, Vacasa Holdings LLC (“Vacasa Holdings” or “OpCo”), Turnkey Vacations, Inc. (“TK Newco”), certain other Vacasa Holdings equity holders (together with TK Newco, the “Blockers”), us, and certain other parties pursuant to which, among other things, TPG Pace merged with and into us, following which the separate corporate existence of TPG Pace ceased and we became the surviving corporation.

PROPOSAL 1 — ELECTION OF DIRECTORS

The Board of Directors of the Company (the “Board”) has nominated Joerg Adams, Rachel Gonzalez, Jeffrey Parks, Chris Terrill and Kimberly White for election as Class II Directors at the Annual Meeting to hold office until the Annual Meeting of Stockholders to be held in 2026.

Our Board of Directors

The number of our directors is fixed by the Board, subject to the terms of our Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) and Amended and Restated Bylaws (as amended, the “Bylaws”). Our Certificate of Incorporation provides that the total authorized number of directors constituting the entire Board shall not be less than five and shall not be more than 10, with the then-authorized number of directors being fixed from time to time exclusively by the Board within such range (subject to the Stockholders Agreement). Our Board currently consists of 10 directors. However, the Board recommends that the size of the Board be increased to 11 directors and that director nominee Rachel Gonzalez be elected to the Board. The Board is submitting to the stockholders the Board Size Amendment (as defined in Proposal 3), which would authorize an amendment to our Certificate of Incorporation to allow the size of the Board to be increased. In addition, the Board has adopted resolutions increasing the size of the Board to 11 contingent on Proposal 3 being approved and the Board Size Amendment becoming effective upon its filing with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”). Thus, Ms. Gonzalez’s election as a director will be contingent on the effectiveness of the increase in the size of the Board to 11, which increase, as discussed above, will not occur unless Proposal 3 is approved and the Board Size Amendment is effective. In accordance with our Certificate of Incorporation, our Board is divided into three classes with staggered three-year terms. At each annual meeting of stockholders, a class of directors is elected for a three-year term to succeed the directors of the same class whose terms are then expiring. The term of the Class II directors elected at our Annual Meeting will begin at that meeting and end at our 2026 Annual Meeting of Stockholders, or, if later, until such director’s successor has been duly elected and qualified. If Proposal 3 is approved and Ms. Gonzalez is elected as a Class II director at our 2023 Annual Meeting, her term will begin upon the effectiveness of the board size being increased to 11, which will occur upon the filing of the Board Size Amendment with the Delaware Secretary of State and end at our 2026 Annual Meeting. See “Corporate Governance — Our Board of Directors” on page 6 for a discussion regarding designation rights of certain of our stockholders set forth in the Stockholders Agreement (as defined below).

The following table provides certain information regarding each of our directors and nominees as of April 13, 2023. In the biographies below, references to Vacasa Holdings should be deemed to refer to its predecessor Vacasa LLC for periods prior to May 2020.

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Name

Age

Board
Class

Independent

Position

Audit
Committee

Compensation
Committee

Nominating and
Corporate
Governance
Committee

Robert Greyber

Director and Chief Executive Officer

Barbara Messing

Yes

Director

Karl Peterson

Yes

Director

Joerg Adams

Yes

Director

Chair

Eric Breon*

Director

Rachel Gonzalez

Yes

Board Observer**

Jeffrey Parks

Yes

Chair of the Board and Director

Chris Terrill

Yes

Director

Kimberly White

Director Nominee

Ryan Bone

III

Yes

Director

Chair

Chad Cohen

III

Yes

Director

Chair

Benjamin Levin

III

Yes

Director

Mr. Breon is not standing for re-election at the Annual Meeting.

Ms. Gonzalez is currently a Board Observer. She has been nominated to be elected as a Class II Director at the Annual Meeting.

Director and Nominee Biographies

Class I Directors

Robert Greyber has served as our Chief Executive Officer and as a member of our Board since September 2022. Prior to his time at Vacasa, Mr. Greyber held various senior positions with Expedia Group and with Egencia, a leading digital corporate travel platform previously owned by Expedia Group from March 2004 to April 2020, including most recently as Egencia’s President from May 2009 to April 2020 where he was responsible for Egencia’s global strategy, brand, technology and operations and served on the Expedia Group senior executive leadership team. Mr. Greyber also briefly served as Chief Executive Officer and as a member of the board of directors for an unconsummated special purpose acquisition vehicle in 2021. Mr. Greyber received a B.A. in English Literature from the University of Maryland, College Park, and an M.B.A. from the University of Chicago, Booth School of Business.

We believe Mr. Greyber is well qualified to serve as a member of our Board because of his extensive organizational management and leadership experience and his experience and perspective as our Chief Executive Officer.

Barbara Messing has served as a member of our Board since December 2021. Ms. Messing has served as Chief Marketing & People Experience Officer of Roblox Corporation, an online gaming platform, since August 2020. From August 2018 to August 2019, Ms. Messing served as Senior Vice President, Chief Marketing Officer of Walmart US, a company engaged in retail and wholesale operations. Between February 2011 and April 2018, Ms. Messing served as Vice President and Chief Marketing Officer, and later Senior Vice President and Chief Marketing Officer, for TripAdvisor, Inc., an online travel company. Between April 2002 and February 2011, she served in a number of management positions at Hotwire.com, an Internet-based travel agency, including Vice President of Customer Experience and Vice President and General Manager, Travel Ticker. Ms. Messing has served on the board of directors of Overstock.com, Inc., a publicly traded internet retailer, since August 2020, and she previously served on the board of directors of XO Group, Inc., which merged with WeddingWire in December 2018. Ms. Messing received her B.A. from Northwestern University and her J.D. from Stanford Law School.

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We believe Ms. Messing is well qualified to serve as a member of our Board because of her extensive experience in both management and director positions of public companies and in the travel and hospitality sector.

Karl Peterson has served as a member of our Board since December 2021. Mr. Peterson leads CapitalKP and Peterson Capital Partners, LP, family offices overseeing several public stock investments and numerous private investments. Prior to his retirement in late 2022, he was a Senior Partner of TPG and the Managing Partner of its affiliate, TPG Pace Group. After rejoining TPG in 2004, Mr. Peterson led investments for the firm in technology, media, financial services and travel sectors and oversaw TPG’s European operations from 2010 until 2017 and served on the Executive Committee of TPG. Prior to 2004, he was a co-founder and the President and Chief Executive Officer of Hotwire.com. He led the business from its launch through its sale to InterActiveCorp in 2003. Before Hotwire, Mr. Peterson was a principal at TPG in San Francisco, and from 1992 to 1995, he was a financial analyst at Goldman, Sachs & Co. Mr. Peterson currently serves on the board of directors of Sabre Corporation and Playa Hotels & Resorts, is the Chairman of Accel Entertainment, and is non-executive Chairman of TPG Beneficial Finance II. Mr. Peterson holds a B.B.A. from the University of Notre Dame.

We believe Mr. Peterson is well qualified to serve as a member of our Board because of his significant leadership, investment and financial expertise.

Class II Directors and Nominees

Joerg Adams joined the Vacasa Holdings board of managers in October 2019 and has served as a member of our Board since December 2021. Mr. Adams currently serves as a Managing Director at Silver Lake, a global technology investment firm, which he joined in August 2006. Mr. Adams holds a B.S. in Finance from Indiana University and a degree in Business Administration from the European School of Business in Reutlingen, Germany. Mr. Adams serves on our Board as a designee of the Silver Lake Stockholder (as defined below) in accordance with the Stockholders Agreement.

We believe Mr. Adams is well qualified to serve as a member of our Board because of his extensive experience in the private equity industry and his experience advising the boards of technology companies as a director.

Rachel Gonzalez has served as the General Counsel of GE Vernova, GE’s portfolio of energy businesses, since April 2023. Prior to joining GE Vernova, Ms. Gonzalez served as the Executive Vice President, Law and Corporate Affairs, and General Counsel of Starbucks Coffee Corporation from April 2018 to April 2022 and as Executive Vice President and Chief Administrative Officer of Sabre Corporation, a technology provider to the travel industry, from May 2017 to April 2018 and was Sabre’s Executive Vice President and General Counsel from September 2014 to May 2017. From March 2013 to September 2014, Ms. Gonzalez served as Executive Vice President, General Counsel and Corporate Secretary of Dean Foods Company, a food and beverage company, and as its Executive Vice President, General Counsel designate from November 2012 to March 2013. She served as Chief Counsel, Corporate and Securities of Dean Foods from 2008 to 2012. From 2006 to 2008, Ms. Gonzalez served as Senior Vice President and Group Counsel for Affiliated Computer Services, Inc., an information technology service provider. Prior to that, Ms. Gonzalez was a partner with the law firm of Morgan, Lewis & Bockius LLP, where she focused on corporate finance, mergers and acquisitions, Securities and Exchange Commission compliance and corporate governance. Ms. Gonzalez currently serves on the board of directors of Electronic Arts Inc. and Sabre Corporation. She previously served on the board of Dana Incorporated from 2017 to 2022. Ms. Gonzalez holds a B.A. in Comparative Literature from the University of California, Berkeley, and a J.D. from the Boalt Hall School of Law at the University of California, Berkeley. Ms. Gonzalez was recommended to the Company as a potential director by members of our Board and management.

We believe Ms. Gonzalez is well qualified to serve as a member of our Board because of her experience with public companies, both as an executive officer and as a director, and because of her extensive corporate governance and legal experience.

Jeffrey Parks joined the Vacasa Holdings board of managers in October 2017, has served as a member of our Board since December 2021, and currently serves as our Chairman. Mr. Parks is a co-founder and

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Managing Partner of Riverwood Capital, a private equity firm. Prior to co-founding Riverwood Capital in 2008, Mr. Parks served as an investment executive with KKR & Co. LLP, a private equity firm, as an investment professional at Oaktree Capital Management, and as an investment banker at UBS. Mr. Parks has served on the board of directors of many public and privately-held companies, including ForgeRock, Inc. since April 2020 and Nutanix, Inc. from 2013 to 2020. Mr. Parks holds dual B.A. degrees in Economics and Mathematics from Pomona College, where he currently serves on the Board of Trustees. Mr. Parks serves on our Board as the designee of the Riverwood Stockholder (as defined below) in accordance with the Stockholders Agreement.

We believe Mr. Parks is well qualified to serve as a member of our Board because of his extensive corporate governance and business leadership experience with technology companies, including as a director and private equity investor.

Chris Terrill joined the Vacasa Holdings board of managers in October 2020 and has served as a member of our Board since December 3, 2021. Mr. Terrill has served as Co-Chairman of Z-Work Acquisition Corp., a technology company, since February 2021. Prior to joining Z-Work, Mr. Terrill served as Chief Executive Officer of Angi Inc., an online services provider, from October 2017 to November 2018, and as Chief Executive Officer of HomeAdvisor from May 2011 to November 2018. Mr. Terrill currently serves on the board of directors of Anywhere Real Estate Inc. (formerly known as Realogy Holdings Corp.), a residential real estate company, since July 2016, Yelp Inc., an online platform, since March 2022, and Terminix Global Holdings Inc., a pest control company, since July 2021. He also served on the board of directors of Porch Group, Inc., a consumer data company, from January 2021 to March 2022. Mr. Terrill holds a B.S. in Advertising from the University of Texas at Austin and an M.B.A. from the University of Houston.

We believe Mr. Terrill is well qualified to serve as a member of our Board because of his extensive experience leading and advising technology-driven public companies.

Kimberly White has served as the Executive Vice President of Strategy and Operations at LOGE Camps, a hotel and real estate development company, since July 2022. Prior to joining LOGE Camps, Ms. White was a founding team member and held various positions at our Company from November 2010 to July 2022, most recently as the Head of Home Quality and Standards from October 2017 to July 2022. Ms. White has also served as the Chief Customer Officer of Prevedere Analytics, Inc., a health-technology and predictive analytics company. Ms. White has been selected as the designee of the EB Stockholder (as defined below) in accordance with the Stockholders Agreement.

We believe Ms. White is well qualified to serve as a member of our Board because of her industry knowledge and experience as a former employee of the Company.

Class III Directors

Ryan Bone joined the Vacasa Holdings board of managers in May 2020 and has served as a member of our Board since December 2021. Mr. Bone is a Director of Silver Lake, a global technology investment firm, which he joined in 2013. Prior to joining Silver Lake, Mr. Bone worked in the Technology, Media and Telecommunications Investment Banking Group at Goldman Sachs. Mr. Bone holds a B.A. in Economics from Amherst College. Mr. Bone serves on our Board as a designee of the Silver Lake Stockholder (as defined below) in accordance with the Stockholders Agreement.

We believe Mr. Bone is well qualified to serve as a member of our Board because of his extensive experience in the private equity industry and his experience advising technology companies.

Chad Cohen joined the Vacasa Holdings board of managers in October 2020 and has served as a member of our Board since December 2021. Mr. Cohen is the Chief Financial Officer and Chief Operating Officer of Capella Space, which he joined in November 2022. Mr. Cohen previously served as the Chief Financial Officer of Adaptive Biotechnologies Corp., a publicly traded immune-driven medicine company, from August 2015 through February 2022 and as Chief Financial Officer of Zillow Group, a publicly traded real estate marketplace company, from March 2011 to August 2015. Mr. Cohen previously served on the board of directors of Trupanion, Inc., a publicly traded pet insurance company, from December 2015 to July 2019. Mr. Cohen holds a B.S.B.A. in Management with a concentration in Accounting from Boston University.

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We believe Mr. Cohen is well qualified to serve as a member of our Board because of his experience with public companies, both as an executive officer and as a director and because of his financial expertise.

Benjamin Levin joined the Vacasa Holdings board of managers in 2016 and has served as a member of our Board since December 2021. Mr. Levin founded and currently serves as Chief Executive Officer of Level Equity Management, LLC. Prior to founding Level Equity, Mr. Levin served as Managing Director at Insight Venture Partners. Mr. Levin holds an A.B. in Government from Harvard University. Mr. Levin serves on our Board as the designee of the Level Equity Stockholder (as defined below) in accordance with the Stockholders Agreement.

We believe Mr. Levin is well qualified to serve as a member of our Board because of his extensive experience in the private equity and venture capital industry and his financial, business and leadership experience.

Recommendation of the Board of Directors

The Board recommends that you vote “FOR” the election of each of Mses. Gonzalez and White and Messrs. Adams, Parks and Terrill.

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CORPORATE GOVERNANCE

Director Independence

Under our Corporate Governance Guidelines and the applicable Nasdaq Stock Market LLC (“Nasdaq”) rules (the “Nasdaq rules”), a director is not independent unless the Board affirmatively determines that he or she does not have a relationship with us that could compromise his or her ability to exercise independent judgement in carrying out his or her responsibilities as a director. In addition, the director must not be precluded from qualifying as independent under the Nasdaq rules.

Our Board annually reviews the independence of our directors and nominees and considers whether any such individual has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Our Board has determined that each of Joerg Adams, Ryan Bone, Chad Cohen, Benjamin Levin, Barbara Messing, Jeffrey Parks, Karl Peterson and Chris Terrill, representing eight of our 10 directors, qualifies as “independent” under the Nasdaq rules. The Board also determined that our director nominee, Rachel Gonzalez, also qualifies as “independent” under the Nasdaq rules. In making these determinations, our Board reviewed and discussed information provided by the directors and Mses. Gonzalez and White regarding each person’s business and personal activities and relationships as they may relate to us and our management, including that Joerg Adams, Eric Breon, Ryan Bone, Benjamin Levin and Jeffrey Parks are affiliated with one of our significant stockholders. There are no family relationships among any of our directors or executive officers.

Board Leadership Structure

Our Board currently believes that we and our stockholders are best served by a Board leadership structure in which the roles of the Chairman of the Board and the Chief Executive Officer are held by different individuals, and that there should be a Lead Independent Director if the Chairman is not independent. Our Board reviews its leadership structure periodically to determine whether it continues to best serve us and our stockholders. Currently, Mr. Greyber serves as our Chief Executive Officer and Mr. Parks serves as our Chairman of the Board. Our Board believes that separation of these roles reinforces the independence of the Board from management, enables the Chief Executive Officer to be responsible for setting our general strategic direction, allows the Chairman (or the Lead Independent Director, as applicable) to provide strong independent leadership, creates an environment that encourages objective oversight of management’s performance and our risk management practices, and enhances the effectiveness of the Board as a whole.

Our Board of Directors

We currently have 10 directors on our Board, although the Board is recommending that the size of the Board be expanded to 11 directors as set forth in Proposal 3. As set forth in our Certificate of Incorporation, the Board of Directors is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election, provided that the term of each director will continue until the election and qualification of his or her successor and is subject to his or her earlier death, resignation or removal.

Upon consummation of the Business Combination, we entered into the Stockholders Agreement (as amended, the “Stockholders Agreement”) with (i) certain entities affiliated with (a) Silver Lake (the “Silver Lake Stockholder”), (b) Riverwood Capital (the “Riverwood Stockholder”), and (c) Level Equity Management (the “Level Equity Stockholder”), (ii) TPG Pace Solutions Sponsor, Series LLC (the “TPG Stockholder”) and (iii) Eric Breon (the “EB Stockholder”). Pursuant to the Stockholders Agreement, the Board comprises 10 members, divided into three classes, consisting of:

•

two directors designated by the Silver Lake Stockholder (Joerg Adams (Class II) and Ryan Bone (Class III));

•

one director designated by the Riverwood Stockholder (Jeffrey Parks (Class II));

•

one director designated by the Level Equity Stockholder (Benjamin Levin (Class III));

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•

one director designated by the TPG Stockholder (Karl Peterson (Class I));

•

one director designated by the EB Stockholder (Eric Breon (Class II));

•

the Chief Executive Officer of the Company (Class I); and

•

three directors (Chad Cohen (Class III), Chris Terrill (Class II) and Barbara Messing (Class I)), each of whom must qualify as an independent director for board service under applicable stock exchange rules and as an independent director as such term is defined under Rule 10A-3 of the Exchange Act of 1934, as amended (the “Exchange Act”), and one of whom meets additional diversity standards (the “Other Independent Directors”).

The Silver Lake Stockholder will continue to have the right to designate two directors as long as it and its affiliates beneficially own at least 40% of the economic shares of Vacasa, Inc., and certain limited liability company interests in Vacasa Holdings (collectively, the “Shares”) owned by the Silver Lake Stockholder immediately following the Closing, calculated in accordance with the terms of the Stockholders Agreement (the “Initial Silver Lake Ownership”). The Silver Lake Stockholder’s designation rights will be reduced to one director when the Silver Lake Stockholder and its affiliates beneficially own between 20% and 40% of the Initial Silver Lake Ownership.

The Riverwood Stockholder, the Level Equity Stockholder and the EB Stockholder will each continue to have the right to designate one director as long as they and their respective affiliates beneficially own at least 20% of the Shares owned by the Riverwood Stockholder, the Level Equity Stockholder or the EB Stockholder, as applicable immediately following the Closing, calculated in accordance with the terms of the Stockholders Agreement. The TPG Stockholder’s designation right terminated at the 2022 annual meeting of stockholders. The Stockholders Agreement automatically terminates on June 6, 2023, at which time the Company is required to enter into individual agreements to provide for the continuation of the board designation rights with each of the Silver Lake Stockholder, the Riverwood Stockholder, the Level Equity Stockholder and the EB Stockholder.

Our Certificate of Incorporation provides that the authorized number of directors may be changed from time to time by the Board of Directors. Our Certificate of Incorporation provides that, for so long as several of our investors hold a specified amount of our Common Stock, vacancies and newly created directorship may be filled (and directors removed with or without cause) only by majority stockholder vote and, after such time, vacancies and newly created directorships may be filled by the directors then in office and a director may be removed only for cause by majority stockholder vote.

Controlled Company Exemption

The parties to the Stockholders Agreement beneficially own, in the aggregate, more than 50% of the combined voting power of our Common Stock entitled to vote in the election of our directors. As a result, we qualify as a “controlled company” within the meaning of Nasdaq rules. Under these rules, a listed company, of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including, but not limited to, requirements that:

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a majority of our Board consist of directors who qualify as “independent” as defined under the Nasdaq rules;

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we have a nominating and corporate governance committee and, if we have such a committee, that it is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

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we have a compensation committee and, if we have such a committee, that it is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

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its board of directors conducts an annual performance evaluation of its compensation committee and the nominating and corporate governance committee.

We may elect to utilize one or more of these exemptions for so long as we remain a “controlled company.” Notwithstanding the availability of these exemptions, as discussed above, our Board currently

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consists of a majority of directors who qualify as “independent” under Nasdaq rules. Additionally, as described below, we maintain both a Nominating and Corporate Governance Committee and a Compensation Committee that consist entirely of independent directors.

If we cease to be a controlled company, we will be required to comply with Nasdaq’s corporate governance requirements applicable to listed companies, subject to a permitted “phase-in” period.

Role of the Board in Risk Oversight

Our Board is responsible for general oversight of risks and regularly reviews information regarding such risks, including credit risks, liquidity risks and operational risks. The Audit Committee is responsible for overseeing the management of risks relating to accounting matters and financial reporting. The Audit Committee is also responsible for overseeing the management of financial risks, cybersecurity and data protection risks and other material risks applicable to the Company. The Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. The Nominating and Corporate Governance Committee is responsible for overseeing the management of risks associated with the independence of our Board and potential conflicts of interest. Although each committee is responsible for evaluating certain risks and overseeing the management of such risks, our entire Board is expected to be regularly informed through discussions with committee members and regular reports from management about such risks, as well as the actions taken by management to adequately address those risks. Our Board believes its existing leadership structure supports effective risk oversight by promoting communication between the independent directors and management, including discussions between the Chairman and CEO.

Attendance by Members of the Board of Directors at Meetings

There were eight meetings of the Board of Directors, eight meetings of the Audit Committee, six meetings of the Compensation Committee and four meetings of the Nominating and Corporate Governance Committee during the fiscal year ended December 31, 2022. During the fiscal year ended December 31, 2022, each incumbent director attended at least 75% of the aggregate of (i) all meetings of the Board of Directors and (ii) all meetings of the committees on which the director served during the period in which he or she served on the Board of Directors or such committee.

Under our Corporate Governance Guidelines, a director is expected to spend the time and effort necessary to properly discharge his or her responsibilities. We do not maintain a formal policy regarding director attendance at the Annual Meeting. Five directors attended the 2022 annual meeting of stockholders.

Executive Sessions

The independent directors meet at least twice a year in executive session. Such meetings are presided over by the Chairperson of the Board or, in the event the Chairperson is unavailable, by a director selected by a majority of the independent directors present.

Committees of the Board of Directors

Our Board has a standing Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, each of which operate under a written charter that is available on our website at www.investors.vacasa.com. In addition, from time to time, special committees may be established under the direction of the Board when the Board deems it necessary or advisable to address specific issues.

Audit Committee

Our Audit Committee oversees our corporate accounting and financial reporting process and assists our Board in its oversight of (i) the integrity of financial statements, (ii) compliance with legal and regulatory requirements, (iii) our risk management program, (iv) the performance of our independent auditor and (v) the design and implementation of our internal audit function and internal controls. The Audit Committee is responsible for, among other things:

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appointing, compensating, retaining and overseeing the work of our independent auditor and any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services;

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discussing with our independent auditor any audit issues or difficulties in connection with the preparation of the financial statements and management’s response;

•

pre-approving all audit and non-audit services provided by our independent auditor (other than those provided pursuant to appropriate preapproval policies established by the committee or exempt from such requirement under SEC rules);

•

reviewing and discussing our annual and quarterly financial statements with management and our independent registered public accounting firm;

•

discussing and overseeing our policies with respect to risk assessment and risk management, including cybersecurity and major financial risk exposures and the steps management has taken to monitor and control such exposures; and

•

establishing, and annually reviewing, procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters, and for the confidential and anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.

Our Audit Committee consists of Chad Cohen (Chair), Karl Peterson and Chris Terrill. Our Board has determined that each of the foregoing individuals qualifies as independent under the Nasdaq rules and Rule 10A-3 of the Exchange Act applicable to serving on an audit committee. Our Board has also determined that each member of the Audit Committee meets the financial literacy requirements of the Nasdaq rules and that each of Chad Cohen, Karl Peterson and Chris Terrill qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

Compensation Committee

Our Compensation Committee oversees our policies, plans and benefits programs. The Compensation Committee is responsible for, among other things:

•

reviewing and approving corporate goals and objectives with respect to the compensation of our Chief Executive Officer, evaluating the Chief Executive Officer’s performance in light of these goals and objectives and setting the Chief Executive Officer’s compensation;

•

reviewing and setting or making recommendations to our Board regarding the compensation of our other executive officers;

•

reviewing and making recommendations to our Board regarding director compensation;

•

reviewing and approving or making recommendations to our Board regarding incentive compensation and equity-based plans, policies and programs;

•

overseeing Company programs and policies regarding talent management (including retention, development, and training) and diversity and inclusion; and

•

appointing and overseeing any compensation consultants.

Our Compensation Committee consists of Ryan Bone (Chair), Benjamin Levin, and Barbara Messing. Our Board has determined that each of the foregoing individuals qualifies as independent under the Nasdaq rules for purposes of serving on the compensation committee and as a “non-employee director” as defined in Section 16b-3 of the Exchange Act.

Compensation Consultants

In connection with its determinations regarding executive compensation, our Compensation Committee generally receives information and recommendations from our Chief Executive Officer and Chief Financial Officer (other than with respect to themselves), as well as the compensation consultant engaged by our

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Compensation Committee. Our Compensation Committee may delegate authority to executive officers to administer compensation and benefits plans.

Our Compensation Committee has sole authority to retain and terminate any outside advisors, such as compensation consultants and legal counsel. The Compensation Committee utilizes Compensia, Inc. (“Compensia”) as its compensation consultant to assist in determining appropriate executive compensation and reviewing and analyzing proposed compensation programs for executive officers. Compensia assists our Compensation Committee in developing appropriate incentive plans for our executives, provides our Compensation Committee with research, analyses, advice and ongoing recommendations regarding material executive compensation decisions, and reviews compensation proposals of management. Compensia reports directly to our Compensation Committee and does not provide any non-compensation-related services to us. After review and consultation with Compensia, the Compensation Committee determined that Compensia is independent and there is no conflict of interest resulting from retaining Compensia pursuant to applicable SEC and Nasdaq rules.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee oversees and assists our Board in reviewing and recommending nominees for election as directors. The Nominating and Corporate Governance Committee is responsible for, among other things:

•

identifying individuals qualified to become members of our Board, consistent with criteria approved by the Board;

•

recommending to our Board the nominees for election to our Board at annual meetings of our stockholders;

•

overseeing the evaluation of the Board and management;

•

overseeing Company policies, programs and strategies related to environmental, sustainability and social matters; and

•

developing and recommending to our Board a set of corporate governance guidelines.

Our Nominating and Corporate Governance Committee consists of Joerg Adams (Chair), Jeffrey Parks and Karl Peterson. Our Board has determined that each of the foregoing individuals qualifies as independent under the Nasdaq rules.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

Our Board of Directors has adopted Corporate Governance Guidelines and a Code of Business Conduct and Ethics to assist the Board in the exercise of its responsibilities and to serve as a framework for the effective governance of the Company.

Our Code of Business Conduct and Ethics applies to all of our executive officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. We intend to make any legally required disclosures regarding amendments to, or waivers of, provisions of our Code of Business Conduct and Ethics on our website rather than by filing a Current Report on Form 8-K.

You can access our Corporate Governance Guidelines and our Code of Business Conduct and Ethics at www.investors.vacasa.com, or by writing to Vacasa, Inc., Attn: Chief Legal Officer, 850 NW 13th Avenue, Portland, Oregon 97209.

Director Candidates

Other than as set forth in the Stockholders Agreement, the Nominating and Corporate Governance Committee is primarily responsible for searching for qualified director candidates for election to the Board and filling vacancies on the Board. See “Corporate Governance — Our Board of Directors” for a discussion regarding designation rights of certain of our stockholders set forth in the Stockholders Agreement.

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To facilitate the search process, the Nominating and Corporate Governance Committee may solicit current directors and executives of the Company for the names of potentially qualified candidates or ask directors and executives to pursue their own business contacts for the names of potentially qualified candidates. The Nominating and Corporate Governance Committee may also consult with outside advisors or retain search firms to assist in the search for qualified candidates, or consider director candidates recommended by our stockholders. Rachel Gonzalez and Chris Terrill were initially recommended to serve on our Board by members of management and the Board. Joerg Adams and Jeffrey Parks were initially recommended to serve on our Board by the Silver Lake Stockholders and Riverwood Stockholders, respectively, in accordance with the Stockholders Agreement. Ms. White was recommended to serve on our Board by the EB Stockholder in accordance with the Stockholders Agreement.

Once potential candidates are identified, the Nominating and Corporate Governance Committee reviews the backgrounds of those candidates, evaluates candidates’ independence from the Company and potential conflicts of interest and determines if candidates meet the qualifications desired by the Nominating and Corporate Governance Committee for candidates for election as a director.

Other than as set forth in the Stockholders Agreement, the Nominating and Corporate Governance Committee, in recommending candidates for election, and the Board, in approving (and, in the case of vacancies, appointing) such candidates, may take into account many factors, including, but not limited to: personal and professional integrity, ethics and values; experience in corporate management, such as serving as an officer or former officer of a publicly held company; strong finance experience; relevant social policy concerns; experience relevant to the Company’s industry; experience as a board member or executive officer of another publicly held company; relevant academic expertise or other proficiency in an area of the Company’s operations; diversity of expertise and experience in substantive matters pertaining to the Company’s business relative to other board members; diversity of background and perspective, including, but not limited to, with respect to age, gender, race, place of residence and specialized experience; gender identification or identification as an underrepresented minority or as LGBTQ+; practical and mature business judgment, including, but not limited to, the ability to make independent analytical inquiries; and any other relevant qualifications, attributes or skills. The Board evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas. In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee may also consider the director’s past attendance at meetings and participation in and contributions to the activities of the Board.

Other than the foregoing, there are no stated minimum criteria for director nominees, although the Nominating and Corporate Governance Committee may also consider such other factors as it may deem are in the best interests of the Company and its stockholders.

Stockholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential director candidates by submitting the names of the recommended individuals, together with appropriate biographical information and background materials, to the Nominating and Corporate Governance Committee, Attn: Chief Legal Officer, 850 NW 13th Avenue, Portland, Oregon 97209. In the event there is a vacancy, and assuming that appropriate biographical and background material has been provided on a timely basis, the Nominating and Corporate Governance Committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

Compensation Committee Interlocks and Insider Participation

During 2022, the members of our Compensation Committee were Joerg Adams, Chad Cohen, Benjamin Levin, and Barbara Messing, none of whom was, during fiscal year 2022, an officer or employee of the Company or was formerly an officer of the Company. Related person transactions pursuant to Item 404(a) of Regulation S-K involving those who served on the Compensation Committee during 2022 are described under “Certain Relationships and Related Person Transactions” on page 29.

During 2022, none of our executive officers served as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that had one or more executive officers serving on our Board of Directors or Compensation Committee.

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Anti-Hedging Policy

We maintain an Insider Trading Compliance Policy that prohibits our directors, executive officers and other employees from purchasing on margin with respect to Company securities. In addition, our policies prohibit directors, executive officers and other employees from purchasing financial instruments, such as prepaid variable forward contracts, equity swaps, collars, and exchange funds, or otherwise engaging in transactions that hedge (or offset), or are designed to hedge or offset, any decrease in the market value of Company equity securities.

Communications with the Board

Any stockholder or any other interested party who desires to communicate with our Board, our non-management directors or any specified individual director may do so by directing such correspondence to Vacasa, Inc., Attn: Chief Legal Officer, 850 NW 13th Avenue, Portland, Oregon 97209 who will forward the communication to the appropriate person or persons.

Board Diversity Matrix as of April 13, 2023

The following matrix assumes that all director candidates in this proxy statement are elected to our Board, and our Board size is expanded to 11 directors. This matrix is provided in accordance with the applicable Nasdaq rules.

Total Number of Directors: 11

Part I: Gender Identity

Female

Male

Non-Binary

Did Not
Disclose Gender

Directors

Part II: Demographic Background

African American or Black

Alaskan Native or American Indian

Asian

Hispanic or Latinx

Native Hawaiian or Pacific Islander

White

Two or More Races or Ethnicities

LGBTQ+

Did Not Disclose Demographic Background

EXECUTIVE OFFICERS

The following sets forth information regarding the executive officers of the Company. Biographical information pertaining to Mr. Greyber, who is both an executive officer and a director of the Company, can be found in the section titled “Proposal 1 — Election of Directors.”

Jamie Cohen has served as our Chief Financial Officer since August 2021, and as Chief Financial Officer of Vacasa Holdings since March 2021. Prior to her time at Vacasa, Ms. Cohen served as Chief Financial Officer of Angi Inc., an online services provider, from March 2019 to March 2021, and as an Executive Vice President from September 2017 to March 2019. She held various leadership roles in finance and accounting at HomeAdvisor, Inc., an online home repair services provider, from July 2011 to September 2017. Ms. Cohen holds a B.S. in Mathematical Business, Economics and Marketing from Wake Forest University.

John Banczak has served as our Chief Operating Officer since October 2022. He joined the Company in April 2021 following the Company’s acquisition of TurnKey Vacation Rentals, where he served as co-founder and CEO from October 2012 to March 2021. Prior to Turnkey, Mr. Banczak served as a Vice President at HomeAway from March of 2010 to March of 2012. Prior to that, Mr. Banczak served as President and COO of BedandBreakfast.com from April of 2004 to March of 2010 and as a director of airline, car and GDS operations at Hotwire.com from March of 2002 to April of 2004. Mr. Banczak holds a B.B.A. from the University of Wisconsin and an M.B.A. from Northwestern University.

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EXECUTIVE AND DIRECTOR COMPENSATION MATTERS

This section discusses the material components of the executive compensation program for our executive officers who are named in the “2022 Summary Compensation Table” below. In 2022, our “named executive officers” and their positions were as follows:

Named Executive Officer	Title	Age(1)
Robert Greyber(2)	Chief Executive Officer	53
Matthew Roberts(2)	Former Chief Executive Officer	54
Jamie Cohen	Chief Financial Officer	36
Craig Smith(3)	Former Chief Commercial Officer	47

(1)

As of April 13, 2023.

(2)

Mr. Greyber succeeded Mr. Roberts as Chief Executive Officer of the Company on September 6, 2022.

(3)

Mr. Smith served as the Chief Operating Officer until October 14, 2022, when he assumed the role of Chief Commercial Officer until February 6, 2023. Mr. Smith’s employment with the Company ended on March 13, 2023.

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt following the filing of this annual report may differ materially from the currently planned programs summarized in this discussion. As an “emerging growth company” as defined in the JOBS Act, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies.

2022 Summary Compensation Table

The following table sets forth information concerning the compensation of our named executive officers for the years presented.

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)(2)		Total ($)
Robert Greyber(3) Chief Executive Officer		2022		182,308		—		13,193,856		—		8,308		13,384,472
Matthew Roberts(4) Former Chief Executive Officer		2022		350,000		—		6,537,983		—		526,160		7,414,143
Matthew Roberts(4) Former Chief Executive Officer		2021		500,000		—		—		750,000		4,615		1,254,615
Jamie Cohen Chief Financial Officer		2022		500,000		—		—		—		16,596		516,596
Jamie Cohen Chief Financial Officer		2021		330,769		50,000		7,535,368		250,000		—		8,166,137
Craig Smith Former Chief Commercial Officer		2022		500,000		—		—		—		19,454		519,454
Craig Smith Former Chief Commercial Officer		2021		355,769		—		7,506,250		274,315		102,308		8,238,642

(1)

For 2022, the amounts represent the aggregate grant date fair value of the restricted stock units (“RSUs”) and performance stock units (“PSUs”) awarded to our named executive officers, calculated in accordance with ASC Topic 718. The ASC Topic 718 grant date fair value of the RSUs was determined based on the closing price of our Class A Common Stock on the grant date. The ASC Topic 718 grant date fair value of PSUs was determined as of the grant date using the Monte-Carlo simulation method, which utilizes multiple input variables to estimate the probability of meeting the performance objectives established for the award, including the expected volatility of our stock price and a risk-free interest rate derived from Treasury Constant Maturities yield rates for the period; accordingly, the maximum grant date fair values of PSUs were the same as their target grant date fair values shown in

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the table. Based on the Monte-Carlo simulation method, the grant date fair value of the PSUs was $5,443,856 and $2,895,392 for Mr. Greyber and Mr. Roberts, respectively. Additional information on equity-based awards is included in Note 14 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022.

(2)

For Mr. Greyber and Mr. Smith, amounts shown reflect company matching contributions under our 401(k) plan. For Mr. Roberts, amounts shown represent (i) $4,154 of company matching contributions under our 401(k) plan, (ii) $22,006 of accrued post-separation healthcare continuation coverage benefits, and (iii) a cash severance payment of $500,000. For Ms. Cohen, the amount shown includes $16,346 of company matching contributions under our 401(k) plan.

(3)

Mr. Greyber commenced employment with us on September 6, 2022.

(4)

Mr. Roberts’s employment with us ended on September 6, 2022.

Elements of Our Executive Compensation Program

2022 Base Salaries

The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role, and responsibilities. The base salaries of our named executive officers are reviewed from time to time and adjusted when our Compensation Committee determines an adjustment is appropriate.

In February 2022, Ms. Cohen’s annual base salary was increased from $400,000 to $500,000, retroactive to January 1, 2022. In fiscal year 2022, Mr. Greyber’s annual base salary was $600,000, Mr. Roberts’s annual base salary was $500,000, and Mr. Smith’s annual base salary was $500,000.

2022 Bonuses

We maintain an annual bonus plan that is designed to motivate and reward our executives, including our named executive officers, for achievements relative to our goals and expectations for each fiscal year. Each named executive officer has a target bonus opportunity, defined as a percentage of his or her annual base salary. Following the end of each year, our Compensation Committee determines the bonuses for our executives, including our named executive officers, based on company performance against pre-established objectives, and retains discretion to allow for individual adjustments, based on such factors as it deems appropriate.

The bonus targets for our named executive officers for 2022, expressed as a percentage of their respective base salaries, were 100% for Mr. Greyber, 50% for Ms. Cohen and 50% for Mr. Smith.

Our corporate performance objectives for 2022 included achievement of certain adjusted EBITDA, revenue, gross margin and live unit growth targets. In February 2023, the Compensation Committee of our Board assessed achievement against those previously established objectives and determined our corporate goals for the year were not achieved and therefore no bonuses would be awarded to our named executive officers.

2022 Equity Grants

A key component of an executive officer’s compensation is long-term equity incentive awards, which are critical to focusing our executives on the Company’s long-term growth and creating shareholder value.

Our equity awards generally take the form of time-based RSU awards, and, beginning in 2022, PSUs that vest based on the achievement of stock price targets over a specified performance period and service-based vesting conditions. Each RSU and PSU represents the right to be issued one share of our Class A Common Stock upon vesting.

In February 2022, we granted Mr. Roberts an award of 622,665 RSUs and an award of 1,245,330 PSUs.

•

The award of RSUs vested as to (i) 40% of the total RSUs in four equal quarterly installments beginning on April 20, 2022, (ii) 25% of the total RSUs in four equal quarterly installments beginning

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on April 20, 2023, (iii) 20% of the total RSUs in four equal quarterly installments beginning on April 20, 2024, and (iv) 15% of the total RSUs in four equal quarterly installments beginning on April 20, 2025, subject in each case to continued service through the applicable vesting date. Additionally, the award provided that if Mr. Roberts’s employment with us is terminated by us without “cause” or he resigns for “good reason” (each as defined in his Change in Control and Retention Agreement with the Company) on or before February 4, 2024, then he would vest into such additional number of RSUs as is necessary to bring the total number of RSUs that have vested under the award to 404,732.

•

The award of PSUs vested upon the satisfaction of both service-based and performance-based conditions. The service-based condition was satisfied as to (i) 40% of the total RSUs in four equal quarterly installments beginning on April 20, 2022, (ii) 25% of the total RSUs in four equal quarterly installments beginning on April 20, 2023, (iii) 20% of the total RSUs in four equal quarterly installments beginning on April 20, 2024, and (iv) 15% of the total RSUs in four equal quarterly installments beginning on April 20, 2025, subject in each case to continued service through the applicable vesting date. The performance-based condition was satisfied in four equal tranches (25% of the total PSUs) upon the achievement of stock price targets ($12.50, $17.50, $22.50, and $27.50), which would be achieved when the trailing 60 trading day average closing trading price of a share of our Class A Common Stock equals or exceeds a stock price target within the four-year period starting from January 20, 2022. Mr. Roberts was required to continue in service with the Company on each date a stock price target is met for the corresponding tranche to satisfy the performance-based condition. Additionally, the award provided that if Mr. Roberts’s employment with us is terminated by us without “cause” or he resigns for “good reason” (each as defined in his Change in Control and Retention Agreement with the Company) on or before February 4, 2024, then he would vest into such additional number of PSUs as is necessary to bring the total number of PSUs that have vested under the award to 404,732.

In connection with the commencement of his employment, in September 2022, we granted Mr. Greyber an award of 1,923,077 RSUs and an award of 1,923,077 PSUs.

•

The award of RSUs vests as to 25% of the total RSUs on September 6, 2023, and as to 1/16th of the total RSUs on each quarterly anniversary thereafter, subject to continued service through the applicable vesting date.

•

The award of PSUs vests upon the satisfaction of both service-based and performance-based conditions. The service-based condition will be satisfied as to 1/16th of the total PSUs on each quarterly anniversary of September 6, 2022, subject to Mr. Greyber’s continued service with the Company through the applicable date. The performance-based condition will be satisfied in four tranches (16%, 16%, 32%, and 36% of the total PSUs, respectively) upon the achievement of stock price targets ($7.50, $10.00, $12.50, and $15.00), which are achieved when the trailing 45 trading day average closing trading price of a share of our Class A Common Stock equals or exceeds a stock price target within the seven-year period starting from September 6, 2022. Except in limited circumstances, Mr. Greyber must continue in service on each date a stock price target is met for the corresponding tranche to satisfy the performance-based condition. Any PSUs that have not satisfied the performance-based condition as of the seventh anniversary of September 6, 2022 will be forfeited. In the event of a change in control of the Company, any then-unmet stock price target may be achieved based on the price per share to be paid to Company stockholders in connection with the change in control transaction. If Mr. Greyber’s employment with the Company is terminated by the Company without “cause” or Mr. Greyber resigns for “good reason” (each as defined in his Change in Control and Retention Agreement with the Company), or terminates due to Mr. Greyber’s death or disability, then, (i) subject to Mr. Greyber’s (or his estate’s) delivery of a general release of claims in favor of the Company, the service-based condition will be deemed satisfied as to 100% of the PSUs, and (ii) for any PSUs subject to then-unmet performance-based conditions, in certain circumstances, such PSUs will remain outstanding and eligible to vest upon satisfaction of a stock price target for a period of up to 43 trading days following Mr. Greyber’s termination date.

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Other Elements of Compensation

Retirement Savings, Employee Stock Purchase Plan and Health and Welfare Benefits

We maintain a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. Our named executive officers are eligible to participate in the 401(k) plan on the same terms as other full-time employees. We currently match contributions made by 401(k) participants equal to 100% of the elective deferrals up to 6% of a participant’s annual eligible compensation. Participants are 100% vested at all times in the value of their contributions and any Company 401(k) matching contributions. We believe that providing a vehicle for tax-deferred retirement savings through our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies.

All of our full-time employees, including our named executive officers, are generally eligible to participate in our employee stock purchase plan and health and welfare plans sponsored by us. These health and welfare plans generally include medical, dental and vision benefits; short-term and long-term disability insurance; and life and accidental death and dismemberment insurance, but may be modified by the Company at any time.

Perquisites and Other Personal Benefits

We determine perquisites on a case-by-case basis and will provide a perquisite to a named executive officer when we believe it is necessary to attract or retain the named executive officer. We did not provide any material perquisites or personal benefits to our named executive officers not otherwise made available to our other employees in 2022.

Outstanding Equity Awards at 2022 Fiscal Year End

The following table summarizes the number of outstanding and unvested RSUs, PSUs, and Vacasa Employee Holdings LLC common units held by each named executive officer as of December 31, 2022.

	Stock Awards
Name	Award(1)	Vesting Start Date	Number of Shares or Units of Stock that Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)(2)		Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(2)
Robert Greyber	RSUs(3)	9/6/2022		1,923,077		2,423,077		—		—
	PSUs(4)	9/6/2022		—		—		1,923,077		2,423,077
Matthew Roberts	—	—		—		—		—		—
Jamie Cohen	Common Units(5)	3/1/2021		1,236,393		1,557,855		—		—
Craig Smith	Common Units(5)	4/12/2021		1,130,088		1,423,911		—		—

(1)

“Common units” refers to outstanding and unvested Vacasa Employee Holdings LLC common units into which originally granted employee equity units converted in the Business Combination.

(2)

Amounts are calculated by multiplying the number of shares or units shown in the table by $1.26, which was the closing price of our Class A Common Stock on December 30, 2022, the last trading day of our fiscal year. While there is no public market for the common units, following vesting, the common units are redeemable by the holder on a 1-for-1 basis for a share of our Class A Common Stock or an equivalent amount of cash.

(3)

The award vests as to 25% of the total RSUs on the first anniversary of the vesting start date, and as to 1/16th of the total RSUs on each quarterly anniversary thereafter, subject to continued service through the applicable vesting date.

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(4)

The award vests upon the satisfaction of both service-based and performance-based conditions. The service-based condition will be satisfied as to 1/16th of the total PSUs on each quarterly anniversary of the vesting start date, subject to continued service through the applicable date. The performance-based condition will be satisfied in four tranches (as to 16%, 16%, 32%, and 36% of the total PSUs) upon the achievement of certain increasing stock price targets within the seven-year period beginning on the vesting start date. Except in limited circumstances, Mr. Greyber must continue in service on each date a stock price target is met for the corresponding tranche to satisfy the performance-based condition.

(5)

The common units vest, and the risk of forfeiture thereon lapses, as to 25% of the total units on the first anniversary of the vesting start date, and as to 1/48th of the total units in equal installments each month thereafter, subject to continued service through the applicable vesting date.

Executive Compensation Arrangements

Offer Letters

We have entered into offer letters with each of our named executive officers. The offer letters generally provide for at-will employment and set forth the executive’s base salary, target annual bonus opportunity, initial equity grant (if applicable), eligibility for refresh equity awards (if applicable), and eligibility to participate in our employee benefit plans.

Change in Control and Retention Agreements

We have entered into change in control and retention agreements with each of our named executive officers (each, a “CIC Agreement”).

Under Mr. Greyber’s CIC Agreement, if Mr. Greyber’s employment with us is terminated by us without cause (as defined in the CIC Agreement) or if he resigns for good reason (as defined below), he will be eligible to receive the following: (i) a lump sum payment equal to the sum of (a) 12 months’ salary, (b) his target annual bonus for the year in which the termination occurs; (c) a prorated target annual bonus for the year in which the termination occurs, and (d) any earned but unpaid bonus for the year before the termination; (ii) reimbursement for the cost of up to 12 months of healthcare continuation coverage; and (iii) if such termination occurs within the period beginning three months before a change in control of the Company and ending on the date following the change in control on which all equity awards that were held by Mr. Greyber immediately before the change in control that vest solely based on continued service over time would become fully vested assuming service continues (such period, the “CIC Period”), 100% vesting acceleration for all equity awards that vest solely based on continued service over time (including, for this purpose, the portion of any equity award with performance-based vesting conditions for which the performance condition has already been met, such that the portion of the award remains eligible to vest solely based on continued service over time) (the “Vesting Acceleration”). Additionally, if Mr. Greyber’s employment with the Company terminates due to his death or disability during the CIC Period, he will be eligible for the Vesting Acceleration.

Under Mr. Greyber’s CIC Agreement, “good reason” generally means any of the following that occurs without his written consent: (a) a material reduction in his annual base salary or target bonus; (b) a material reduction in his title, authority, duties or responsibilities, provided that a reduction in title, authority, duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity will not constitute a material reduction; (c) a change by more than 60 miles in the geographic location of his principal place of work; or (d) any material breach of the CIC Agreement. A resignation will not be for good reason unless Mr. Greyber first provides the Company (or its successor or affiliate, as applicable) with written notice within 90 days following the initial existence of the acts or omissions constituting the grounds for good reason and a reasonable cure period of not less than 30 days following the date of such notice, during which such grounds have not been cured, and Mr. Greyber resigns his employment within 90 days following the end of the cure period.

Under Ms. Cohen’s CIC Agreement, if her employment with us is terminated by us without cause (as defined in the CIC Agreement) or she resigns for good reason (as defined below), she will be eligible to

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receive the following: (i) a lump sum payment equal to 12 months’ salary; (ii) reimbursement for the cost of up to 12 months of healthcare continuation coverage; and (iii) additional 12 months’ vesting for her then-outstanding equity awards that are not subject to performance-based vesting conditions (or, if the termination date occurs within the period beginning three months before and ending 12 months after a change in control of Vacasa Holdings LLC (as defined in the CIC Agreement), full vesting acceleration for all outstanding equity awards that are not subject to performance-based vesting conditions).

Mr. Roberts’s CIC Agreement provided for the same benefits as Ms. Cohen’s CIC Agreement.

Under Mr. Smith’s CIC Agreement, if Mr. Smith’s employment with us was terminated by us without cause (as defined in his CIC Agreement) or he resigned for good reason, he would be eligible to receive the following: (i) a lump sum payment equal to eight months’ salary; (ii) reimbursement for the cost of up to eight months of healthcare continuation coverage; and (iii) for equity awards not subject to performance-based vesting conditions, if the termination occurs within the first 12 months of the commencement of his employment, a number of months of vesting acceleration equal to the greater of (a) eight months or (b) the number of months of his employment with us that have been completed prior to his termination date. Additionally, if the termination without cause or resignation for good reason occurred within the period beginning three months before and ending 12 months after a change in control of Vacasa Holdings LLC (as defined in the CIC Agreement), Mr. Smith would be eligible to receive the following: (i) a lump sum payment equal to 12 months’ salary; (ii) reimbursement for the cost of up to 12 months of healthcare continuation coverage; and (iii) either (a) if Mr. Smith had been employed with us for at least 12 months on his termination date, full vesting acceleration for all outstanding equity awards that are not subject to performance-based vesting conditions, or (b) if Mr. Smith had been employed with us for less than 12 months on his termination date, accelerated vesting of the first 12 months’ portion of his then-outstanding equity awards that are not subject to performance-based vesting conditions.

The foregoing payments and benefits are subject to each executive’s execution and non-revocation of a general release of claims in favor of the Company and its affiliates.

Under each CIC Agreement (other than Mr. Greyber’s CIC Agreement), “good reason” means any of the following that occurs without the executive’s written consent: (a) a material reduction in the executive’s annual base salary; (b) a material reduction in the executive’s authority, duties or responsibilities (provided that such material reduction will not be deemed to occur if the executive is provided with a comparable position (i.e., a position of equal or greater organizational level, authority, duties and responsibilities), and provided further, that a reduction in authority, duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity will not constitute a material reduction); or (c) a change by more than 60 miles in the geographic location of the executive’s principal place of work. A resignation will not be for good reason unless the executive first provides the Company (or its successor or affiliate, as applicable) with written notice within 90 days following the initial existence of the acts or omissions constituting the grounds for good reason and a reasonable cure period of not less than 30 days following the date of such notice, during which such grounds have not been cured, and the executive resigns the executive’s employment within 90 days following the end of the cure period.

Roberts Separation Agreement

In connection with Mr. Roberts’s separation from employment with the Company on September 6, 2022, the Company entered into a Separation and Release Agreement with him, which provided for the separation benefits that Mr. Roberts was eligible for under his CIC Agreement and outstanding equity award agreements. In exchange for Mr. Roberts delivering a release of claims in favor of the Company, he received the following: (i) a lump sum payment equal to 12 months’ base salary; (ii) reimbursement for the cost of up to 12 months of healthcare continuation coverage; (iii) accelerated vesting of 280,200 of his outstanding RSUs; and (iv) accelerated vesting of 404,732 of his outstanding PSUs.

Smith Separation Agreement

In connection with Mr. Smith’s separation from employment with the Company on March 13, 2023, the Company entered into a Separation and Release Agreement with him, which provided for separation benefits materially consistent with the separation benefits Mr. Smith was eligible for under his CIC Agreement.

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In exchange for Mr. Smith delivering a release of claims in favor of the Company, he received the following: (i) a lump sum payment equal to eight months’ base salary; and (ii) an amount equal to the cost of eight months of healthcare continuation coverage.

Director Compensation

Non-Employee Director Compensation Program

Our Non-Employee Director Compensation Program (the “Director Compensation Program”) provides our non-employee directors with fixed annual cash retainer fees as well as long-term equity compensation awards for their service on the Board. Additional fixed annual cash retainer fees are paid to non-employee directors for committee membership and chair service.

Under the Director Compensation Program, each non-employee director receives an annual cash retainer of $50,000, and any non-executive chairperson will receive an additional annual cash retainer of $40,000. The members of the following committees receive additional annual cash retainers in the amounts set forth below, depending on whether the member serves as chair of the committee:

Committee	Member			Chair
Audit Committee		$	12,500		$	25,000
Compensation Committee		$	10,000		$	20,000
Nominating and Corporate Governance Committee		$	5,000		$	10,000

All annual cash retainers are paid quarterly in arrears following the end of the applicable quarter (and prorated for partial service during a quarter).

Each non-employee director may elect to receive all or part of his or her annual cash retainer in the form of RSUs under the Vacasa, Inc. 2021 Incentive Award Plan (the “2021 Plan”). Elections to convert all or part of the annual cash retainer into RSUs must generally be made on or before December 31 of the year before the year in which the annual cash retainer is scheduled to be paid, or such earlier deadline as established by our Board or its Compensation Committee. Each individual who first becomes a non-employee director is permitted to elect to convert the annual cash retainer payments scheduled to be paid in the same calendar year into RSUs, provided that the election is made before the date the individual becomes a non-employee director. RSUs granted in lieu of all or a portion of the annual cash retainer are issued fully vested on the date of grant, and the number of RSUs is calculated by dividing (a) the amount of the annual retainer that would have otherwise been paid by (b) the average closing trading price of our Class A Common Stock over the 20 consecutive trading days ending with the trading day immediately preceding the grant date. In addition, to the extent permitted by the Board or its Compensation Committee, the Director Compensation Program provides that non-employee directors may elect to defer the settlement of RSUs granted to them.

Upon a non-employee director’s initial appointment or election to our Board, the director will automatically be granted an award of a number of RSUs calculated by dividing (a) $320,000 by (b) the average closing trading price of our Class A Common Stock over the 20 consecutive trading days ending with the trading day immediately preceding the grant date (the “Initial Grant”). The Initial Grant will vest as to one-third of the RSUs on each anniversary of the grant date, subject to continued service through each applicable vesting date.

Additionally, on the date of each annual stockholders meeting, each non-employee director who will continue to serve immediately following the meeting will be automatically granted an award of a number of RSUs calculated by dividing (a) $200,000 by (b) the average closing trading price of our Class A Common Stock over the 20 consecutive trading days ending with the trading day immediately preceding the grant date (the “Annual Grant”). However, if a non-employee director is otherwise eligible for an Annual Grant as of the date of an annual meeting but has been serving on the Board for less than four months as of the date of such annual meeting, then the number of RSUs subject to the Annual Grant will be prorated by multiplying the number of RSUs that would otherwise be subject to the Annual Grant by a fraction, the numerator of which is the number of days from the date of the non-employee director’s appointment or election through

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the date of such annual meeting, and the denominator of which is 365. Each Annual Grant will vest on the earlier of (i) the first anniversary of the grant date, or (ii) immediately before our next annual stockholders meeting following the grant date, subject to continued service through the applicable vesting date.

Messing Initial Award

In connection with Barbara Messing’s appointment to the Board in December 2021, and as contemplated by the Board appointment offer letter she entered into with the Company in October 2021, Ms. Messing was granted an award of 39,850 RSUs in January 2022. The award vests as to one-third of the total RSUs on each of the first three anniversaries of December 3, 2022, subject to Ms. Messing’s continued service through the applicable vesting date.

2022 Director Compensation Table

The following table sets forth all of the compensation earned by our non-employee directors during 2022.

Name	Fee Earned or Paid in Cash			Stock Awards(1)			All Other Compensation		Total
Joerg Adams		$	70,000		$	135,656		—		$	205,656
Ryan Bone		$	62,500		$	135,656		—		$	198,156
Eric Breon		$	50,000		$	135,656		—		$	185,656
Chad Cohen		$	85,000		$	135,656		—		$	220,656
Benjamin Levin		$	75,000		$	135,656		—		$	210,656
Barbara Messing		$	60,000		$	391,891		—		$	451,891
Jeffrey Parks		$	95,000		$	135,656		—		$	230,656
Karl Peterson		$	55,000		$	135,656		—		$	190,656
Chris Terrill		$	62,500		$	135,656		—		$	198,156

(1)

Amounts represent the aggregate grant date fair value of 33,999 RSUs granted to each director pursuant to our Director Compensation Program (and, for Ms. Messing, an additional 39,850 RSUs granted upon her appointment to our Board pursuant to her director offer letter), calculated in accordance with ASC Topic 718. The ASC Topic 718 grant date fair value of the RSUs was determined based on the closing price of our Class A Common Stock on the grant date.

As of December 31, 2022, our non-employee directors held the following outstanding and unvested Vacasa Employee Holdings LLC common units and RSUs under the 2021 Plan:

Name

Unvested
Common Units
Outstanding at
Year-End(1)

Unvested RSUs
Outstanding at
Year-End

Joerg Adams

SEC Form DEF 14A filed by Vacasa Inc.