Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.     )
Filed by the Registrant  ý
Filed by a party other than the Registrant  ☐
Check the appropriate box:
☐  Preliminary Proxy Statement
  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý  Definitive Proxy Statement
☐  Definitive Additional Materials
☐  Soliciting Material under §240.14a-12
https://cdn.kscope.io/4c938783d9fc5a0e2d697f3a0dc3efa7-logoforcoverpage.jpg
(Name of registrant as specified in its charter)
 
(Name of person(s) filing proxy statement, if other than the registrant)
Payment of Filing Fee (Check the appropriate box):
ý
No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(14) and 0-11.
(1)
Title of each class of securities to which transaction applies:
 
 
 
 
(2)
Aggregate number of securities to which transaction applies:
 
 
 
 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
 
 
 
(4)
Proposed maximum aggregate value of transaction:
 
 
 
 
(5)
Total fee paid:
 
 
Fee paid previously with preliminary materials
 
 
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)
Amount Previously Paid:
 
 
 
 
(2)
Form, Schedule or Registration Statement No.:
 
 
 
 
(3)
Filing Party:
 
 
 
 
(4)
Date Filed:
 
 





https://cdn.kscope.io/4c938783d9fc5a0e2d697f3a0dc3efa7-mvw100marriottvacationsworld.jpg
Marriott Vacations Worldwide Corporation
6649 Westwood Boulevard
Orlando, Florida 32821
March 30, 2020
Dear Marriott Vacations Worldwide Shareholders:
We are pleased to invite you to attend the 2020 Annual Meeting of Shareholders of Marriott Vacations Worldwide Corporation (the “Annual Meeting”), which we will hold at 9:00 a.m., Eastern Time, on Tuesday May 12, 2020. Given the extraordinary circumstances arising from the Novel Coronavirus (COVID-19) pandemic, we are, due to health and safety concerns, holding our Annual Meeting virtually. We expect to resume in person shareholder meetings in successive years. You may attend, vote and submit questions during the Annual Meeting via the Internet at www.virtualshareholdermeeting.com/VAC2020. You may also attend the meeting by proxy, and may submit questions ahead of the meeting through the designated website. For further information about the virtual Annual Meeting, please see the Questions and Answers About the Meeting beginning on page 5.
The following Notice of Annual Meeting of Shareholders and Proxy Statement includes information about the matters to be acted upon by shareholders at the Annual Meeting. We hope that you will exercise your right to vote as promptly as possible. You may vote through the Internet, by telephone or by mailing your completed proxy card (or voting instruction form, if you hold your shares through a broker).
Important Notice Regarding the Availability of Proxy Materials
for the 2020 Annual Meeting of Shareholders:
We are mailing many of our shareholders a Notice Regarding the Availability of Proxy Materials (the “Notice”) rather than a full set of our proxy materials. The Notice contains instructions on how to access our proxy materials on the Internet, as well as instructions on how to obtain a paper copy of the full set of proxy materials if a shareholder so desires. This process is more environmentally friendly and reduces our costs to print and distribute these materials to shareholders. All shareholders who do not receive the Notice will receive a full set of our proxy materials.
We appreciate your continued support and interest in Marriott Vacations Worldwide.
Sincerely,
 https://cdn.kscope.io/4c938783d9fc5a0e2d697f3a0dc3efa7-sigws.jpg
William J. Shaw
Chairman of the Board
 
https://cdn.kscope.io/4c938783d9fc5a0e2d697f3a0dc3efa7-sigsw.jpg
Stephen P. Weisz
President and Chief Executive Officer





https://cdn.kscope.io/4c938783d9fc5a0e2d697f3a0dc3efa7-mvw100mvwa01.jpg
Marriott Vacations Worldwide Corporation
6649 Westwood Boulevard
Orlando, Florida 32821
 
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD TUESDAY, MAY 12, 2020
March 30, 2020
The 2020 Annual Meeting of Shareholders (the “Annual Meeting”) of Marriott Vacations Worldwide Corporation (the “Company”) will be held at 9:00 a.m., Eastern Time, on Tuesday, May 12, 2020 virtually, via the Internet at www.virtualshareholdermeeting.com/VAC2020. At the meeting, shareholders will act on the following matters:
1.
Election of the three director nominees named in the Proxy Statement;
2.
Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for its 2020 fiscal year;
3.
Advisory vote to approve named executive officer compensation;
4.
Approval of the Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan; and
5.
Any other matters that may properly be presented at the meeting. 
Only shareholders of the Company at the close of business on March 16, 2020, the record date, are entitled to notice of, and to vote at, the Annual Meeting. For instructions on voting, please refer to the notice you received in the mail or, if you requested a hard copy of the Proxy Statement, your enclosed proxy card.
INTERNET AVAILABILITY
We are taking advantage of the U.S. Securities and Exchange Commission rules that allow companies to furnish proxy materials to their shareholders through the Internet. We believe these rules allow us to provide you with the information you need while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. On or about March 30, 2020, a Notice Regarding the Availability of Proxy Materials (the “Notice”) or the proxy statement and form of proxy will be mailed to shareholders as of the record date. If you received a Notice by mail, you will not receive printed copies of the proxy materials, unless you specifically request them. Instead, the Notice instructs you on how to access and review all of the important information contained in the Proxy Statement and in our 2019 Annual Report, as well as how to submit your proxy over the Internet. If you received the Notice and would still like to receive a printed copy of our proxy materials, you may request a printed copy of the proxy materials by following the instructions in the Notice.
By Order of the Board of Directors, 
https://cdn.kscope.io/4c938783d9fc5a0e2d697f3a0dc3efa7-sigjh.jpg
James H Hunter, IV
Executive Vice President, General
Counsel and Secretary




TABLE OF CONTENTS 
 
Page
Proxy Summary
Questions and Answers About the Meeting
Proposals for Vote
Item 1 – Election of Directors
Item 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
Item 3 – Advisory Vote to Approve Named Executive Compensation
Item 4 – Approval of the Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan
Report on the Board of Directors and its Committees
Our Board of Directors
Nominees for Director
Directors Remaining in Office
Summary of Director Attributes and Skills
2019 Board and Committee Meetings and Attendance
Committees of the Board of Directors
Compensation Committee Interlocks and Insider Participation
Corporate Governance
Separation of Board Chairman and Chief Executive Officer
Director Independence
Risk Oversight
Communications with the Board
Code of Conduct
Audit Committee Report and Independent Auditor Fees
Report of the Audit Committee
Pre-Approval of Independent Auditor Fees and Services Policy
Independent Registered Public Accounting Firm Fee Disclosure
Executive and Director Compensation
Compensation Discussion and Analysis
Report of the Compensation Policy Committee
Executive Compensation Tables and Discussion
CEO Pay Ratio
Compensation Arrangements for Non-Employee Directors
Securities Authorized for Issuance under Equity Compensation Plans
Stock Ownership
Stock Ownership of our Directors, Executive Officers and Certain Beneficial Owners
Transactions with Related Persons
Policy on Transactions and Arrangements with Related Persons
Certain Relationships and Potential Conflicts of Interest
Shareholder Proposals and Nominations for Directors for the 2021 Annual Meeting
Other Information
Appendix A – Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan
Appendix B – Reconciliation of Non-GAAP Measures to GAAP Measures






https://cdn.kscope.io/4c938783d9fc5a0e2d697f3a0dc3efa7-mvw100mvwa02.jpg
 
 
 
 
 
 
 
PROXY SUMMARY
 
 
 
 
 
 
 
 
This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all of the information that you should consider in voting your shares. You should read the entire Proxy Statement as well as our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 carefully before voting.
 
 
 
 
 
 
 
 
Voting Matters and Board Recommendations
 
 
Proposal
 
Voting
Recommendation
Page Reference
 
 
 
 
 
 
 
 
 
 
t
Election of three directors
 
FOR each nominee
 
 
 
 
 
 
 
 
 
 
t
Ratification of appointment of independent registered public accounting firm
 
FOR
 
 
 
 
 
 
 
 
 
 
t
Advisory vote to approve named executive compensation
 
FOR
 
 
 
 
 
 
 
 
 
 
t
Approval of 2020 Equity Incentive Plan
 
FOR
 
 
 
 
 
 
 
 
 
 
Corporate Governance Highlights
 
 
 
 
 
 
 
 
 
 
We believe that good corporate governance is integral to our business, and the Board monitors developments in governance best practices to assure that it continues meeting its commitment to representation of shareholder interests. Below are some highlights of our corporate governance practices:
 
 
 
 
 
 
 
 
t
Independent Chairman of the Board
t
Commitment to seeking diversity on the Board
 
 
 
 
 
 
 
 
 
 
t
Separate Chairman and Chief Executive Officer (“CEO”) positions
t
Stock ownership guidelines for our Executive Officers and Board
 
 
 
 
 
 
 
 
 
 
t
Standing committees composed exclusively of independent directors
t
Robust executive succession planning process
 
 
 
 
 
 
 
 
 
 
t
Regular executive sessions of the Board and Board committees
t
Strong risk management program
 
 
 
 
 
 
 
 
 
 
t
Annual Board and committee evaluations
t
Comprehensive Code of Business Conduct and Corporate Governance Principles
 
 
 
 
 
 
 
 
 
 
t
Global ethics and corporate compliance program
t
Active Board oversight of Company strategy and risk management
 
 
 
 
 
 
 
 
 


1



 
 
 
 
 
Select Performance and Business Highlights
 
 
 
 
 
t
2019 showed strong increases from the prior year in key financial metrics:
 
 
 
t Consolidated contract sales of $1.5 billion - up 42%
 
 
 
t Adjusted EBITDA of $758 million - up 81%
 
 
 
t Adjusted Diluted Earnings per Share of $7.81 - up 33%
 
 
 
 
 
 
t
The Company closed on the sale of excess parcels in Cancun, Mexico and Avon, Colorado for proceeds of $62 million as part of its strategic decision to reduce holdings in markets where it has excess supply.
 
 
 
 
 
 
t
The Company completed three note securitizations during 2019, generating proceeds of $824 million in total.
 
 
 
 
 
 
t
The Company repurchased 4.7 million shares of its common stock for $465 million, at an average price per share of $98.24.
 
 
 
 
 
 
t
We were recognized by the Aon Hewitt Best Employers program in the countries of Australia, France, Indonesia, Ireland, Spain, Thailand, the United Kingdom and the United States.
 
 
 
 
 
 
Adjusted EBITDA and Adjusted Diluted Earnings per Share are financial measures that are not prescribed by United States generally accepted accounting principles (“U.S. GAAP”). Please refer to Appendix A for a reconciliation of Adjusted EBITDA to net income, which is the most directly comparable financial measure prescribed by U.S. GAAP, as well as our reasons for presenting these measures.
 
 
 
 
 
Shareholder Engagement
 
 
 
 
 
We value our shareholders’ perspective on our business and each year regularly engage with shareholders through a variety of engagement activities to stay informed on the evolving perspectives of the investor community. We engage with shareholders on various matters, including industry trends, company performance, corporate governance, and executive compensation. In 2019, our key stockholder engagement activities included investor road shows in ten U.S. cities, five investor conferences in the U.S., our Investor Day at the New York Stock Exchange in October, and our 2019 annual meeting of shareholders.
 
 
 
 
 


2



 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Executive Compensation Highlights
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
We seek to align the interests of our named executive officers (“NEOs”) with the interests of the Company’s shareholders. Certain important features of our executive compensation program include:
 
 
 
 
 
 
 
 
t
The program is designed to align financial results and sustainable shareholder value creation with the compensation of our executives.
 
 
 
 
 
 
 
 
t
Pay is tied to performance. Approximately 69% of our CEO’s and approximately 59% of the other NEOs’ fiscal 2019 total compensation was performance based.
 
 
 
 
 
 
 
 
 
 
 
t
Approximately 63% of our CEO’s and approximately 64% of the other NEOs’ fiscal 2019 total compensation is tied to stock performance.
 
 
https://cdn.kscope.io/4c938783d9fc5a0e2d697f3a0dc3efa7-hrpiecharts.jpg
 
 
 
 
 
 
t
The Company maintains stock ownership guidelines that apply to all executive officers and directors.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
t
The Company has strong governance policies related to executive compensation, and we employ appropriate compensation risk mitigating features.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


3



 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Director Nominees
 
 
 
 
 
Our Board consists of ten members divided into three classes. Each class serves a three-year term. The following table provides summary information regarding each nominee to the Board. Information about each director’s experience, qualifications and skills can be found in Report on the Board of Directors and its Committees.
 
 
 
 
 
 
 
 
 
 
 
 
 
COMMITTEE MEMBERSHIPS1
 
 
 
 
NAME
 
AGE
 
DIRECTOR
SINCE
 
PRINCIPAL OCCUPATION
 
INDE-
PENDENT
 
AC
 
CPC
 
NCG
 
OTHER PUBLIC CO. BOARDS
 
 
C.E. Andrews
 
68
 
2013
 
Former CEO, Morgan Franklin Consulting
 
ü
 
ü
 
 
 
ü
 
NVR, Inc.
 
 
William W. McCarten
 
71
 
2011
 
Former Executive Chairman, DiamondRock Hospitality Company
 
ü
 
ü
 
 
 
ü
 
DiamondRock Hospitality Company, Cracker Barrel Old Country Store, Inc.
 
 
William J. Shaw2
 
74
 
2011
 
Former Vice Chairman, Marriott International
 
ü
 
 
 
 
 
 
 
The Carlyle Group, Inc. DiamondRock Hospitality Company
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

______________________________
1 
Audit Committee (“AC”), Compensation Policy Committee (“CPC”), Nominating and Corporate Governance Committee (“NCG”).
2 
Mr. Shaw is Chairman of the Board and does not sit on any Board Committees.

4



Marriott Vacations Worldwide Corporation
6649 Westwood Boulevard
Orlando, Florida 32821
PROXY STATEMENT
The Board of Directors (the “Board”) of Marriott Vacations Worldwide Corporation (“we,” “us,” “Marriott Vacations Worldwide” or the “Company”) is soliciting shareholders’ proxies in connection with the 2020 Annual Meeting of Shareholders of the Company, and at any adjournment or postponement thereof (the “Annual Meeting”). The mailing to shareholders of the Notice Regarding the Availability of Proxy Materials (the “Notice”) will take place on or about March 30, 2020
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 12, 2020
The Notice of Annual Meeting and Proxy Statement and our
2019 annual report to shareholders are available at www.proxyvote.com.
QUESTIONS AND ANSWERS ABOUT THE MEETING
Why am I receiving these materials?
Marriott Vacations Worldwide has made these materials available to you on the Internet or has delivered printed versions of these materials to you by mail in connection with the solicitation of proxies on behalf of the Board of Directors for use at our Annual Meeting. This Proxy Statement describes the matters on which you, as a shareholder, are entitled to vote. It also gives you information on these matters so that you can make an informed decision.
How do I attend the virtual Annual Meeting?
You may attend the Annual Meeting online, including to vote and/or submit questions during the meeting by logging in at www.virtualshareholdermeeting.com/VAC2020. The Annual Meeting will begin at approximately 9:00 a.m., Eastern Time, with log-in beginning at 8:45 a.m. on Tuesday, May 12, 2020.
How do I gain admission to the virtual Annual Meeting?
You are entitled to participate in the virtual Annual Meeting only if you were a shareholder of record who owned the Company’s common stock at the close of business on March 16, 2020. Each holder of record is entitled to one vote per share. There were 41,027,360 shares of common stock outstanding and entitled to vote on March 16, 2020
To attend online and participate in the Annual Meeting, shareholders of record will need to use their control number on their Notice or proxy card to log into www.virtualshareholdermeeting.com/VAC2020; beneficial owners who do not have a control number may gain access to the meeting by logging into their brokerage firm’s website and selecting the stockholder communications mailbox to link through to the virtual Annual Meeting. Instructions should also be provided on the voting instruction card provided by their broker, bank, or other nominee.
We encourage you to access the meeting prior to the start time. Please allow time for online check-in, which will begin at 8:45 a.m. Eastern Time. If you have difficulties during the check-in time or during the Annual Meeting, please call technical support at (800) 586-1548 (U.S.) or (303) 562-9288 (international).
How do I ask questions?
Shareholders have multiple opportunities to submit questions to the Company for the Annual Meeting. Shareholders who wish to submit a question in advance may do so at www.proxyvote.com. Shareholders may also submit questions online during the meeting at www.virtualshareholdermeeting.com/VAC2020.

5



Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of printed proxy materials?
The U.S. Securities and Exchange Commission (the “SEC”) permits companies to furnish proxy materials to shareholders by providing access to these documents over the Internet instead of mailing a printed copy. Accordingly, we mailed a Notice to some shareholders. These shareholders have the ability to access, view and print the proxy materials on a website referred to in the Notice and request a printed set of proxy materials.
Can I get electronic access to the proxy materials if I received printed materials?
If you received a printed copy of our proxy materials, you may choose to receive future proxy materials by email. Choosing to receive your future proxy materials by email will lower our costs of delivery and reduce the environmental impact of our Annual Meeting. If you choose to receive our future proxy materials by email, you will receive an email next year with instructions containing a link to view those proxy materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it or for so long as the email address provided by you is valid.
What items will be voted on at the Annual Meeting?
Shareholders will vote on the following items at the Annual Meeting, if each is properly presented at the meeting:
1.Election of the three director nominees named in this Proxy Statement;
2.
Ratification of the appointment of Ernst & Young LLP (“Ernst & Young”) as the Company’s independent registered public accounting firm for its 2020 fiscal year;
3.Advisory vote to approve named executive compensation;
4.Approval of the Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan; and
5.Any other matters that may properly be presented at the meeting.
In addition, management will respond to questions from shareholders.
What are the Board’s voting recommendations?
The Board’s recommendation is set forth together with the description of each Item in this Proxy Statement. The Board recommends a vote FOR each nominee for director in Item 1, and FOR Items 2, 3 and 4.
What is the difference between being a record holder and a beneficial owner of shares held in street name?
A record holder holds shares directly in his or her own name with the Company’s transfer agent. Shares held in “street name” refer to shares that are held in the name of a bank or broker on a person’s behalf. Many shareholders hold their shares in street name. For such shares, the bank or broker is considered the record holder for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct that organization how to vote the shares held in your account.
How do I vote?
Whether you are a stockholder of record or a beneficial stockholder, you may direct how your shares are voted without participating in the Annual Meeting. We encourage stockholders to vote well before the Annual Meeting even if they plan to attend the virtual meeting, by completing proxies online or by telephone, or, if they received printed copies of materials, by mailing their proxy cards. Stockholders can vote via the Internet in advance or during the Annual Meeting.
Shareholders who attend the virtual Annual Meeting should follow the instructions at www.virtualshareholdermeeting.com/VAC2020 to vote or submit questions during the meeting. Voting online during the meeting will replace any previous votes, and the online polls will close at 9:10 a.m. on May 12, 2020.
Record holders who received a copy of this Proxy Statement and accompanying proxy card in the mail can vote by filling out the proxy card, signing it and returning it in the postage paid return envelope. Record holders can also vote by telephone (800-690-6903) or by Internet (www.proxyvote.com). Voting instructions are provided on the proxy card.
If you hold shares in street name, you must vote by giving instructions to your bank or broker. You should follow the voting instructions on the form that you receive from your bank or broker.

6



How will my proxy be voted?
Your proxy card, when properly signed and returned to us, or processed by telephone or via the Internet, and not revoked, will be voted in accordance with your instructions. We are not aware of any other matter that may be properly presented other than those described above. If any other matter is properly presented, the persons named in the enclosed proxy card will have discretion to vote in their best judgment.
If you hold shares in street name, your bank or broker is permitted to use its own discretion and vote your shares on certain routine matters (such as Item 2) even if you have not provided voting instructions. Your bank or broker is not permitted to use its discretion and vote your shares on non-routine matters (such as Items 1, 3 and 4) if it has not received instructions from you as to how to vote the shares. Therefore, we urge you to give voting instructions to your broker on all four voting items. Shares that are not permitted to be voted by your broker with respect to any non-routine matter are called “broker non-votes.” Broker non-votes are not considered votes for or against, or entitled to vote with respect to, any of the non-routine proposals to be voted on at the Annual Meeting and will have no direct impact on any such non-routine proposal.
What if I don’t mark the boxes on my proxy?
Unless you give other instructions on your proxy card, or unless you give other instructions when you cast your vote by telephone or the Internet, the persons named as proxies will vote in accordance with the recommendations of the Board of Directors.
What constitutes a quorum?
The presence at the meeting, in person or by proxy, of the holders of a majority in voting power of the issued and outstanding shares of common stock entitled to vote at the Annual Meeting will constitute a quorum. Proxies received will be included in the calculation of the number of shares considered to be present at the meeting, even if marked as broker non-votes or with abstentions on certain items.
How many votes are needed to approve an item?
Directors will be elected by a plurality of all the votes cast at the Annual Meeting, either in person or represented by a properly completed or authorized proxy. This means that the three nominees who receive the highest number of “FOR” votes cast will be elected as directors. Shareholders cannot cumulate votes in the election of directors.
The affirmative vote of holders of shares representing a majority in voting power of the votes cast, present in person or represented by proxy and entitled to vote at the meeting is necessary for approval of Items 2, 3 and 4. Proxy cards marked as abstentions on Items 2, 3 and 4 will not be counted as votes cast but will count as present and entitled to vote and therefore will have the effect of a negative vote.
Broker non-votes will not be counted as entitled to vote for Items 1, 3 or 4 and therefore will have no effect on the outcome of these Items. Item 2 is a routine matter on which brokers may vote even if they have not received voting instructions; therefore, there will not be any broker non-votes with respect to Item 2.
Who can attend the Annual Meeting?
Only shareholders as of the record date, their proxy holders and our invited guests may attend the Annual Meeting. Each shareholder may appoint only one proxy holder or representative to attend the meeting on his or her behalf.
Can I go to the Annual Meeting if I vote by proxy?
Yes. Attending the Annual Meeting does not revoke your proxy.
Can I change my vote or revoke my proxy after I return my proxy card, or after I vote by telephone or electronically?
Yes. Even after you have submitted your proxy, you may change your vote at any time before the proxy is exercised at the Annual Meeting. Regardless of the way in which you submitted your original proxy, you may change it by:
returning a later-dated signed proxy card;
delivering a written notice of revocation to Marriott Vacations Worldwide Corporation, 6649 Westwood Boulevard, Orlando, Florida, 32821, Attention: Corporate Secretary;
voting by telephone or the Internet until 11:59 p.m., Eastern Time, on May 11, 2020;
voting at www.proxyvote.com; or
submitting a later-dated vote during the virtual Annual Meeting (www.virtualshareholdermeeting.com/VAC2020).
If your shares are held through a broker or other nominee, you will need to contact that institution if you wish to change your voting instructions.

7



PROPOSALS FOR VOTE
Item 1 – Election of Directors
The Board consists of ten members and is divided into three classes, each having three-year terms that expire in successive years. The term of the Class II directors expires at the Annual Meeting. The Board proposes that C.E. Andrews, William W. McCarten, and William J. Shaw, each of whom is currently serving as a Class II director, be re-elected as Class II directors for a new term of three years expiring at the 2023 Annual Meeting of Shareholders and until their successors are duly elected and qualified. Proxies cannot be voted for more than the number of nominees proposed for re-election.
Each of the nominees has consented to be named as a nominee and to serve as a director if elected. If any of them should become unavailable to serve as a director, the Board may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by the Board.
Information about the nominees, as well as the current Class I and Class III directors, is set forth below in the section titled “Report on the Board of Directors and its Committees.”
Our Board of Directors recommends that you vote FOR each of the three director nominees.
Item 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
The Audit Committee of the Board (the “Audit Committee”) has appointed Ernst & Young as the Company’s independent registered public accounting firm for the Company’s 2020 fiscal year. Although the Audit Committee has discretionary authority to appoint the independent auditor, the Board is seeking shareholder ratification of the appointment as a matter of good corporate governance. The Board and the Audit Committee believe that the continued retention of Ernst & Young as the Company’s independent auditor is in the best interests of the Company and its shareholders. If the appointment of Ernst & Young is not ratified by shareholders, the Audit Committee will take that into consideration when determining whether to continue the firm’s engagement. Even if the appointment is ratified, the Audit Committee at its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company.
Representatives of Ernst & Young are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they so desire, and are expected to be available to respond to appropriate questions.
Our Board of Directors recommends that you vote FOR ratification of the appointment of Ernst & Young as the Company’s independent registered public accounting firm for its 2020 fiscal year.
Item 3 – Advisory Vote to Approve Named Executive Compensation
We are asking shareholders to approve an advisory resolution on the Company’s named executive compensation as reported in this Proxy Statement. As described below in “Compensation Discussion and Analysis,” the Compensation Policy Committee has structured our executive compensation program to achieve the following key objectives:
Executive officers should be paid in a manner that is primarily focused on driving shareholder value;
Compensation should be designed to motivate executive officers to perform their duties in ways that would help achieve shorter-term as well as longer-term objectives; and
The compensation program must be competitive in order to attract key talent from within and outside of our industry and retain key talent at costs consistent with market practice.
We urge shareholders to read the “Compensation Discussion and Analysis” of this Proxy Statement, which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the Summary Compensation Table and other related compensation tables and narrative, which provide detailed information about the compensation of our named executive officers (“NEOs”). The Compensation Policy Committee and the Board of Directors believe that the policies and procedures articulated in “Compensation Discussion and Analysis” below are effective in achieving our goals and that the compensation of our NEOs reported in this Proxy Statement reflects and supports these compensation policies and procedures.
In accordance with Section 14A of the Exchange Act, and as a matter of good corporate governance, we are asking shareholders to approve the following advisory resolution at the Annual Meeting:
RESOLVED, that the shareholders of Marriott Vacations Worldwide Corporation (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers disclosed in the Compensation Discussion

8



and Analysis, the Summary Compensation Table and the related compensation tables, notes and narrative in the Proxy Statement for the Company’s 2020 Annual Meeting of Shareholders.
This advisory resolution, commonly referred to as a “say-on-pay” resolution, is not binding on the Board of Directors. Although non-binding, the Board and the Compensation Policy Committee will review and consider the voting results when making future decisions regarding our executive compensation program. The Board’s current policy is to hold an advisory vote on executive compensation on an annual basis.
Our Board of Directors recommends that you vote FOR the approval of the advisory resolution to approve executive compensation.
Item 4 – Approval of the Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan
We are asking our shareholders to approve the Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan (the “2020 Plan”). As described in “Executive and Director Compensation” herein, performance-based pay elements, including equity-based awards, are important components of our overall compensation program and are crucial in allowing the Company to effectively compete for and appropriately motivate and reward key talent. We believe that awards under the 2020 Plan will support the creation of long-term value and returns for our shareholders. We further believe that the 2020 Plan strikes a proper balance between rewarding performance and limiting shareholder dilution. The purpose of the 2020 Plan is to promote the best interests of our Company and our shareholders by providing employees and non-employee members of the Board with an opportunity to acquire shares of our common stock or receive monetary payments valued in relation to shares of our common stock. It is intended that the 2020 Plan will promote continuity of management and increased incentive and personal interest in the welfare of our Company by those employees who are primarily responsible for shaping and carrying out our long-range plans and securing our continued growth and financial success. In addition, by encouraging share ownership by non-employee directors, we seek to attract and retain on the Board persons of exceptional competence and to provide a further incentive to serve as a director.
If approved by our shareholders, the 2020 Plan will become effective as of the date of the Annual Meeting. Our employees and non-employee directors have an interest in the approval of the 2020 Plan because they are eligible for awards under the 2020 Plan.
We currently provide incentive compensation awards under the Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan (the “Prior MVW Plan”) and the Amended and Restated Interval Leisure Group, Inc. 2013 Stock and Incentive Compensation Plan (the “ILG Plan,” and together with the Prior MVW Plan, the “Prior Plans”). If our shareholders approve the 2020 Plan, then the 2020 Plan will supersede the Prior Plans and no new awards will be granted under the Prior Plans. Awards currently outstanding under the Prior Plans will remain outstanding under the Prior Plans in accordance with their terms.
Key Terms of the 2020 Plan
Shares authorized:
1,265,000 shares, plus the number of shares reserved under the Prior MVW Plan that are not the subject of outstanding awards, plus certain shares that would have again become available under the Prior Plans if they had remained in effect
 
 
 
Award types:
t
Stock options
 
t
Stock appreciation rights
 
t
Restricted stock awards
 
t
Restricted stock unit awards
 
t
Share-based awards
 
t
Director share awards, stock appreciation rights and options
 
t
Dividend equivalents
 
 
 
Key provisions:
t
No repricing of options or stock appreciation rights and no buyout of out-of-the money options or stock appreciation rights
 
t
No discounted options or stock appreciation rights
 
t
No dividends or dividend equivalents may be granted with respect to options or stock appreciation rights
 
t
Dividends or dividend equivalents granted on full-value awards will not be paid or settled unless and to the same extent the underlying award vests or is earned
 
t
Awards will be subject to the Company’s clawback/recoupment policy

9



 
t
Director awards, when added to cash fees, cannot exceed $750,000 per fiscal year
 
 
 
Amendments:
Amendments require shareholder approval if required by the law, securities exchange requirements, or the market on which the shares are traded, or if diminishing certain shareholder protections
 
 
 
Administration:
By the Compensation Policy Committee of the Board (the “Committee”)
A summary description of the 2020 Plan follows below. The summary description is qualified in its entirety by reference to the full text of the 2020 Plan, which is attached to this proxy statement as Appendix A.
Effect of Proposal on the Existing Equity Compensation Plans
As of March 3, 2020, there were approximately 487,455 shares of our common stock in the Prior MVW Plan available for future equity awards to employees and non-employee directors, and 1,033,280 shares in the ILG Plan available for future equity awards to former ILG employees. Between March 3, 2020 and the date shareholders approve the 2020 Plan, the Company will not make any grants under the ILG Plan. If our shareholders approve the 2020 Plan, then the Prior Plans will terminate on the date of approval, no new awards will be granted under the Prior Plans, and the authority to issue the remaining shares of common stock available under the Prior Plans will terminate. All awards that we granted under the Prior Plans that are outstanding as of the date of the approval of the 2020 Plan will remain outstanding and will continue to be governed by the Prior Plans. As of March 3, 2020, there were 699,089 shares of common stock subject to outstanding options and stock appreciation rights under the Prior Plans, and 1,290,792 full value awards (restricted stock units and performance share units) that had not vested under the Prior Plans. The options and stock appreciation rights had a weighted average exercise or grant price of $81.15 and a weighted average remaining term of 6.7 years.
If the 2020 Plan is not approved, then the Prior Plans will remain in effect in accordance with their terms. However, there will be insufficient shares available under the Prior Plans to make annual or retention awards to employees and non-employee directors or to provide grants to new hires in the coming years. Additionally, the uniformity we desire to achieve by putting all employees under the same plan will fail, as employees will remain split between the Prior Plans. Having one plan will ensure that all awards moving forward are governed under the same terms.
Authorized Shares, Dilution and Run Rate
As of March 3, 2020, we had authorized and outstanding 41,376,819 shares of common stock, par value of $0.01 per share.
In order to determine the number of shares of common stock to be authorized under the 2020 Plan, the Committee and its independent compensation consultant considered our need for shares, based on the current and expected future equity grant mix, and the potential dilution that awarding the requested shares may cause to existing shareholders. The compensation consultant examined, and the Committee considered, a number of factors, including our run rate and an overhang analysis.
The Committee recommended to the Board that 1,265,000 shares be authorized under the 2020 Plan, along with any shares reserved under the Prior MVW Plan that are not the subject of outstanding awards under that plan as of the date the 2020 Plan becomes effective plus any shares subject to outstanding awards under the Prior Plans that would be replenished to the Prior Plans share reserve, such as upon forfeiture of an award. The 1,265,000 new shares being requested plus the shares reserved under the Prior MVW Plan that are not subject to outstanding awards under that plan, plus the shares subject to outstanding awards as of such date represent a level of dilution of 9.06%, a level we believe to be reasonable.
As described above, if the 2020 Plan is approved, no further grants will be made under the Prior MVW Plan, so any shares reserved under the Prior MVW Plan that are not subject to outstanding awards at the time the 2020 Plan is approved would no longer be available for future awards under the Prior MVW Plan. Likewise, no further grants will be made under the ILG plan, so any shares reserved under the ILG Plan that are not subject to outstanding awards as of March 3, 2020 would no longer be available for grant under the ILG Plan. The Board is seeking shareholder approval for the 2020 Plan and the pool of shares available under the 2020 Plan, which it expects is sufficient for approximately four years of awards based upon the historic rates of awards by the Committee under the Prior Plans.
The Committee and the Board considered the run rate with respect to our equity awards relative to market levels. The run rate represents the total number of restricted stock units and SARs granted, and performance share units earned, in a fiscal year divided by the weighted-average total shares of our shares of common stock outstanding for the year.

10



A calculation of our run rate for the last three fiscal years is below:
Fiscal Year
 
Restricted Stock Units Granted
 
Performance Share Units Earned
 
Stock Appreciation Rights Granted
 
Total
 
Weighted Average Ordinary Shares Outstanding
 
Run Rate
2019
 
194,075
 
76,839
 
111,111
 
382,025
 
43,900,000
 
0.87%
2018
 
188,622
 
35,067
 
56,649
 
280,338
 
33,300,000
 
0.84%
2017
 
115,334
 
50,978
 
81,977
 
248,289
 
27,100,000
 
0.92%
Three-Year Average Run Rate
 
0.88%
The Committee and the Board were satisfied that our run rate over the past three years was an acceptable level.
Because this proposal to approve the 2020 Plan does not contemplate the amount or timing of specific equity awards in the future, it is not possible to calculate with certainty the number of years of awards that will be available and the amount of subsequent dilution that may ultimately result from such awards. However, the current rationale and practices of the Committee with respect to equity awards and other incentives is set forth in “Executive and Director Compensation” herein.
Purpose
The purposes of the 2020 Plan are to:
promote the growth and success of our Company by linking a significant portion of participant compensation to the increase in value of our shares;
attract and retain top quality, experienced executives and key employees by offering a competitive incentive compensation program;
reward innovation and outstanding performance as important contributing factors to our Company’s growth and progress;
align the interests of executives, other key employees and directors with those of our shareholders by reinforcing the relationship between participant rewards and shareholder gains obtained through the achievement by Plan participants of long-term goals; and
encourage executives, key employees and directors to obtain and maintain an equity interest in our Company.
Administration of the 2020 Plan
The Committee will administer the 2020 Plan with respect to all participants. Subject to the express provisions of the 2020 Plan, the Committee has full discretionary authority to:
construe or interpret the provisions of the 2020 Plan and any award agreement;
prescribe, amend and rescind rules and regulations relating to the 2020 Plan;
correct any defect, supply any omission or reconcile any inconsistency in the 2020 Plan, any award or any award agreement; and
make all other determinations necessary or advisable for the administration of the 2020 Plan.
The determinations the Committee makes or takes under the provisions of the 2020 Plan are final and binding. The Committee may delegate some or all of its authority under the 2020 Plan to a sub-committee composed of directors, or to one or more officers of our Company. Delegation is not permitted, however, with respect to share-based awards made to individuals subject to Section 16 of the Securities Exchange Act of 1934, as amended, unless the delegation is to a committee of the Board that consists only of non-employee directors.
Eligibility and Participation
The Committee may grant awards under the 2020 Plan to:
any non-union employee of our Company or our subsidiaries; and
any non-employee director of our Board.

11



Only our employees or employees of our subsidiaries may receive grants of incentive stock options (“ISOs”). There are approximately 680 employees and nine non-employee directors who currently meet the eligibility requirements to participate in the 2020 Plan if it is approved by our shareholders.
Shares Subject to the 2020 Plan and Director Pay Limits
The 2020 Plan provides that the following shares of our common stock are reserved for issuance under the plan: 1,265,000 shares, plus the shares reserved under the Prior MVW Plan that are not the subject of outstanding awards under that plan as of the date the 2020 Plan becomes effective, plus any shares subject to outstanding awards under both of the Prior Plans that would be replenished to that plan’s share reserve, as explained below. All of these shares may be issued upon the exercise of ISOs or any other type of award authorized by the 2020 Plan. These share amounts are subject to adjustment in the event of specified adjustments in our capitalization. See “Adjustments in Capitalization” below.
The aggregate value of cash fees paid, along with the grant date value of any awards granted under the 2020 Plan, to a non-employee director shall not exceed $750,000 during any fiscal year. The number of shares reserved under the 2020 Plan will be depleted on the date of grant of an award by the maximum number of shares, if any, with respect to which the award is granted. An award that provides for settlement solely in cash will not cause any depletion of the reserve at the time the award is granted.
The share reserve under the 2020 Plan can be replenished or increased by certain terminated or forfeited awards. Specifically, to the extent (1) an award granted under the 2020 Plan lapses, expires, terminates or is cancelled without the issuance of shares under the award (whether due currently or on a deferred basis), (2) it is determined during or at the conclusion of the term of an award that all or some portion of the shares with respect to which the award was granted will not be issuable on the basis that the conditions for such issuance will not be satisfied, (3) shares are forfeited under an award, (4) shares otherwise issuable under an award are withheld in payment of an exercise price of an option or in payment of any federal, state, local or other tax withholding obligations, or shares are not issued as a result of the net settlement of an award, or (5) shares are issued under any award and we subsequently reacquire them pursuant to rights reserved upon the issuance of the shares, then those shares will be recredited to the 2020 Plan’s reserve and may again be used for new awards under the 2020 Plan. Shares recredited to the 2020 Plan’s reserve pursuant to clause (5) in the preceding sentence, however, may not be issued pursuant to ISOs.
If, after the effective date of the 2020 Plan, any shares subject to awards granted under the Prior Plans would become available to be re-credited to the Prior Plans’ reserves if such plans were still in effect (determined by applying the share reserve replenishment provisions described above), then those shares will be available for the purpose of granting awards under the 2020 Plan, thereby increasing the reserve.
Adjustments in Capitalization
If there is:
any change in corporate capitalization, such as a stock split, reverse stock split, stock dividend, share combination, recapitalization, or similar event affecting the equity capital structure of the Company, or
a corporate transaction that affects our shares of common stock, such as any merger, consolidation, separation, acquisition of property or shares, stock rights offering, spin-off, or other distribution of stock or property of the Company, any reorganization or any partial or complete liquidation of the Company,
the Committee shall adjust the number and class of shares subject to the 2020 Plan’s reserve and outstanding awards, the exercise price relating to any award, and performance goals which may be applicable to any outstanding awards, and the Committee may make such other equitable substitutions or adjustments as the Committee, in its sole discretion, determines to be appropriate and equitable to prevent dilution or enlargement of rights.
In addition to making such adjustments, the Committee or the board of directors, compensation committee or similar body of any legal entity assuming the obligations of the Company under the 2020 Plan may either (a) make appropriate provision for the protection of outstanding awards by the substitution on an equitable basis of appropriate equity interests or awards similar to the awards (or, in the event no such similar equity interests may be identified, a nonqualified deferred compensation account allocation of equivalent value), provided that the substitution neither enlarges nor diminishes the value and rights under the awards; or (b) upon written notice to the participants, provide that awards will be exercised, distributed, cashed out or exchanged for value pursuant to such terms and conditions (including the waiver of any existing terms or conditions) as shall be specified in the notice. Any such adjustment of an ISO will be made in a manner that satisfies the requirements for treatment as an ISO for federal income tax purposes.

12



Types of Awards
Stock Appreciation Rights and Options
The Committee may grant stock appreciation rights (“SARs”) and stock options to eligible employees. In general, a SAR is a contractual right granted to the employee to receive the appreciation in value of up to a specified number of shares of our common stock over a specified period of time, subject to certain conditions. The appreciation is measured from the value of the shares on the grant date of the SAR to the value on the date the SARs are exercised. An option is a contractual right granted to the employee to purchase up to a specified number of shares at a specified purchase price within a specified period of time, subject to certain conditions. No dividend equivalents may be granted with respect to awards of SARs and stock options.
The Committee may grant options that qualify as ISOs as defined by Section 422 of the Internal Revenue Code, nonqualified stock options that do not qualify as ISOs ("NQSOs"), or a combination of the two. Subject to the restrictions contained in the 2020 Plan, the award agreement for a SAR or option will specify the exercise price, the number of shares subject to the SAR or option, the term of the SAR or option and such other terms and conditions as the Committee may determine.
The exercise price for each share subject to a SAR or option may not be less than the fair market value of a share on the day the SAR or option is granted. No SAR or option may have a term longer than ten years. SARs and options may be exercised at the times and to the extent permitted by the vesting and exercisability provisions determined by the Committee and set forth in the award agreement. The ability of an employee to exercise a SAR or option is conditioned upon the employee not committing any criminal offense or malicious tort relating to or against the Company, or other willful or grossly negligent acts or omissions that are or potentially are injurious to the Company's operations, financial condition or business reputation. The exercise price for shares purchased upon exercise of an option must be paid in full at the time of purchase. Payment may be made in cash or its equivalent or, if permitted by the Committee, by withholding shares deliverable upon exercise or delivery of previously acquired shares (in each case having a fair market value equal to the exercise price), or by a combination of cash and shares. The Committee also may allow cashless exercise in appropriate circumstances.
Except as otherwise provided by the Committee, upon the employee's retirement with specific approval from the Committee following attainment of age fifty-five with ten years of service, or upon the employee’s termination due to disability, the employee’s options or SARs shall continue to vest for up to 5 years (although vesting of any award that has been outstanding for less than 12 months shall be pro-rated for the period of time the employee was employed) and may be exercised for up to 5 years from the termination date, but not beyond the expiration date of the award. Except as otherwise provided by the Committee, upon termination of an employee’s employment for any other reason, or upon expiration of an approved leave of absence, the unvested portion of any option or SAR will be forfeited, and the employee will have three months to exercise the vested portion of the option or SAR, but not beyond the expiration date of the award. If an employee dies while employed or following retirement or disability, the options or SARs will become fully vested and may be exercised by such employee’s beneficiary for one year following death, but not beyond the expiration date of the award.
Restricted Stock Awards
The Committee may award shares of restricted stock to eligible employees in such amounts, and bearing such restrictions, as the Committee may determine. Each restricted stock award is subject to certain conditions specified by the Committee that must be satisfied in order for the employee to vest in the shares to be distributed to the employee. These conditions may include, for example, requirements that the employee remain in continuous employ with the Company for a period of time, requirements that the employee pay a stipulated price for each share, restrictions based upon the achievement of specific performance objectives (Company-wide, business unit-based and/or individual), time-based restrictions on vesting following the attainment of the performance objectives, or restrictions under applicable federal or state securities laws. If the conditions are not met, the shares will be forfeited and returned to the Company for cancellation. In all events, vesting of the shares is conditioned upon the employee not committing any criminal offense or malicious tort relating to or against the Company, and not engaging (as determined by the Committee) in willful or grossly negligent acts or omissions that are or are potentially harmful to the Company's operations, financial condition or business reputation.
During the period of restriction, the employee may exercise full voting rights associated with shares of restricted stock and shall be credited with regular cash dividends paid with respect to those shares. The Committee will determine whether such dividends are to be accumulated or converted into additional shares of restricted stock, but in all events such dividends will not be paid or settled unless and to the same extent as the underlying restricted stock vests.
The Committee may determine to vest an employee’s shares of restricted stock in whole or in part upon the employee's retirement with specific approval from the Committee following attainment of age fifty-five with ten years of service. Unless otherwise determined by the Committee, if the employee dies or becomes permanently and totally disabled, the shares of restricted stock will vest in full. Unless otherwise determined by the Committee, if the employee's termination of employment with the Company is for any other reason, the employee's restricted stock will be immediately forfeited to the Company without payment.

13



Shares of restricted stock may not be sold, transferred, pledged, assigned or otherwise disposed of until the end of the period of restriction, or upon earlier satisfaction of any other conditions, as specified by the Committee in its sole discretion.
Restricted Stock Unit Awards
The Committee may grant restricted stock units ("RSUs") to eligible employees in amounts that it determines. RSUs give the employee a contractual right to be transferred shares in accordance with a specified vesting schedule, provided the employee satisfies certain other conditions. The shares will be transferred to the employee when the RSUs become vested, provided that the employee has been continuously employed by the Company and has not committed any criminal offense or malicious tort relating to or against the Company or, as determined by the Committee in its discretion, engaged in willful or grossly negligent acts that are or potentially could be harmful to the Company's operations, financial condition or reputation.
Unless otherwise determined by the Committee, if an employee dies, the employee’s RSUs will vest in full. Unless otherwise determined by the Committee, if an employee terminates employment as an approved retiree (attainment of age fifty-five with ten years of service) or due to disability, then the RSUs shall continue to vest over the vesting period specified in the RSU award agreement as if the employee continued employment, provided the other conditions described above continue to be met, although any RSUs granted within one year prior to the date of such termination will vest only on a pro-rata basis based on the length of the employee’s employment from the grant date. Unless otherwise determined by the Committee, if an employee terminates employment other than as an approved retiree or due to death or disability, the employee's RSUs will be immediately forfeited to the Company without payment.
The holder of an RSU award has no right to vote the shares subject to the RSUs or to receive dividends on such shares until and unless he or she is transferred the shares upon meeting the vesting and other conditions of the award.
If the Committee grants dividend equivalents units with respect to the RSUs, the Committee will determine whether such dividend equivalents are to be accumulated or converted into additional RSUs, but in all events such dividend equivalents will not be paid or settled unless and to the same extent as the underlying RSUs vest.
Share-Based Awards
The Committee may grant other share-based awards to eligible employees in such number, and upon such terms and conditions, as the Committee may determine. Share-based awards may be denominated in cash, shares, share-equivalent units, share appreciation units, securities or debentures convertible into shares or in a combination of the foregoing and may be paid in cash or in shares, all as determined by the Committee. Dividend equivalents may only be granted with respect to full-value share-based awards, and such dividend equivalents may only be paid or settled to the same extent as the underlying award to which it relates is paid or settled. Share-based awards will be evidenced by an award agreement that will specify the terms and conditions of the award. The Performance Units we award are share-based awards.
Director Share Awards, SARS and Options
A non-employee director may be paid in shares of our common stock, may elect to receive payment of all or any part of his or her cash retainer in the form of Director SARs or options, or may elect to defer his or her fees in the form of deferred stock units, all as determined by the Committee.
The award agreement for a SAR or option will specify the exercise price, the number of shares subject to the SAR or option, and such other terms and conditions as the Committee may determine. Each director SAR or Option shall be immediately vested and exercisable and the term of the SAR or option shall be 10 years.
The exercise price for each share subject to a SAR or option may not be less than the fair market value of a share on the day the SAR or option is granted. No SAR or option may have a term longer than ten years. All Director SARs and options are fully vested. The exercise price for shares purchased upon exercise of an option must be paid in full at the time of purchase. Payment may be made in cash or its equivalent or, if permitted by the Committee, by withholding shares deliverable upon exercise or delivery of previously acquired shares, or by a combination of cash and shares. The Committee also may allow cashless exercise in appropriate circumstances.
Tax Withholding
Whenever withholding taxes are due with respect to an award, the Company may withhold cash payable under an award (if any) or require an award holder to remit cash to the Company as needed to pay such withholding taxes. The Committee may also permit an award holder to elect to have shares that would be otherwise issuable under the award, and having a fair market value no greater than the maximum statutory tax withholding amount, withheld to satisfy such withholding tax obligations.

14



Change of Control
Unless otherwise specified in an award agreement or determined by the Committee, upon a change in control of the Company resulting from certain acquisition, merger, sale, liquidation or similar events or a change in a majority of Board members as defined under the 2020 Plan, a 2020 Plan participant who is involuntarily terminated by the Company other than for his or her misconduct on or during the twelve months following the change in control will immediately upon termination vest in all unvested equity awards and all restrictions on Restricted Stock, RSUs and other similar share-based awards shall lapse and all such awards be fully vested as of the date of termination. In those circumstances, all options and SARs will be exercisable until the earlier of the original expiration date of the awards or twelve months (or in the case of an approved retiree, five years) following the termination of employment, and all other stock awards, and the subject shares, or equity interests that are substituted for the subject shares as a result of the change in control, shall be immediately distributed. In addition, all other share-based awards subject to performance-based vesting shall be fully vested as of the participant's termination and be paid out immediately thereafter based on a target level of performance, prorated for the days of such performance period through the date of the termination.
However, in the event that no substitute awards, publicly-traded shares or other equity interests are available as of the change of control, the participant will become fully vested in his or her awards as of the change in control date, and all awards will be immediately distributed or paid, or, in the case of options and SARs, fully exercisable. In the Committee's discretion, distributions may be made in the form of a cash payment equal in amount to the shares distributed or, in the case of options or SARs, the intrinsic value of such awards. Unless otherwise provided by the Committee, the benefits described in this paragraph are subject to a cut-back, so that no such benefits will be provided to the extent they would result in the loss of a deduction or imposition of excise taxes under the "golden parachute" excess parachute payment provision of the Internal Revenue Code.
Certain Limits on Transfer of Awards
Awards granted under the 2020 Plan are not transferable other than by will or the laws of descent and distribution, unless specified otherwise in the award agreement.
Repricing and Cash Buyouts Prohibited
Neither the Committee nor any other person may (1) amend the terms of outstanding options or SARs to reduce the exercise or grant price of such awards; (2) cancel outstanding options or SARs in exchange for options or SARs with an exercise or grant price that is less than the exercise price of the award; or (3) cancel outstanding options or SARs with an exercise or grant price above the current share price in exchange for cash or other securities.
Recoupment and Cancellation of Awards
Any awards granted under the 2020 Plan, and any shares issued or cash paid pursuant to an award, will be subject to any recoupment, clawback, equity holding, stock ownership or similar policies that we adopt from time to time or that are applicable to us by law, regulation or listing standards from time to time.
Amendment and Termination of the 2020 Plan
The Board may alter, amend, suspend or terminate the 2020 Plan, in whole or in part, at any time and from time to time. The Board may condition the adoption of any amendment of the 2020 Plan on the approval of the shareholders. Shareholder approval also shall be obtained as required by NYSE rules and other requirements, regulations, or laws or if the Board proposes to amend the plan provisions prohibiting repricing or buyouts of options and SARs.
No termination, amendment, or modification of the 2020 Plan or any award may adversely affect in any material way any award previously granted under the 2020 Plan, without the written consent of the holder of the award.
Duration of the 2020 Plan
Unless earlier terminated by the Board, the 2020 Plan will remain in effect until the earlier of (a) the date that is ten years from the date our shareholders approve the 2020 Plan or (b) the date all shares reserved for issuance under the 2020 Plan have been issued.
Certain U.S. Federal Income Tax Consequences
The following tax discussion is a general summary as of the date of this Proxy Statement of the U.S. federal income tax consequences to the Company and the participants in the 2020 Plan. The discussion is intended solely for general information and does not make specific representations to any participant. The discussion does not address state, local or foreign income tax rules or other U.S. tax provisions, such as estate or gift taxes. A participant's particular situation may be such that some variation of the

15



basic rules is applicable to him or her. In addition, the federal income tax laws and regulations frequently have been revised and may be changed again at any time.
Stock Options
ISOs and NQSOs are treated differently for federal income tax purposes. ISOs are intended to comply with the requirements of Section 422 of the Internal Revenue Code. NQSOs do not comply with such requirements.
An optionee is not taxed on the grant or exercise of an ISO. The difference between the exercise price and the fair market value of the shares on the exercise date will, however, be a preference item for purposes of the alternative minimum tax. If an optionee holds the shares acquired upon exercise of an ISO until the later of two years following the option grant date and one year following exercise, the optionee's gain, if any, upon a subsequent disposition of such shares is long term capital gain. The measure of the gain is the difference between the proceeds received on disposition and the optionee's basis in the shares (which generally equals the exercise price). If an optionee disposes of stock acquired pursuant to exercise of an ISO before satisfying these holding periods, the optionee will recognize ordinary income in the year of disposition in an amount equal to the excess of the fair market value of the shares at the time of exercise (or, if less, the amount realized on the disposition of the shares), over the exercise price paid for the shares, and capital gain or loss for any other difference between the sale price and the exercise price. The Company is not entitled to an income tax deduction on the grant or exercise of an ISO or on the optionee's disposition of the shares after satisfying the holding period requirement described above. If the holding periods are not satisfied, the Company will be entitled to a deduction in the year the optionee disposes of the shares in an amount equal to the ordinary income recognized by the optionee, subject to the deduction limitations described in “Company Deduction and Section 162(m)” below.
In order for an option to qualify for ISO tax treatment, the grant of the option must satisfy various other conditions more fully described in the Internal Revenue Code. The Company does not guarantee that any option will qualify for ISO tax treatment even if the option is intended to qualify for such treatment. In the event an option intended to be an ISO fails to so qualify, it will be taxed as an NQSO described below.
An optionee is not taxed on the grant of an NQSO. On exercise, the optionee recognizes ordinary income equal to the difference between the exercise price and the fair market value of the shares acquired on the date of exercise. The Company is entitled to an income tax deduction in the year of exercise in the amount recognized by the optionee as ordinary income, subject to the deduction limitations described in “Company Deduction and Section 162(m)” below. The optionee's gain (or loss) on subsequent disposition of the shares is long-term capital gain (or loss) if the shares are held for at least one year following exercise, and otherwise is short-term capital gain (or loss). The Company does not receive a deduction for any such capital gain.
SARs
Generally, the recipient of a SAR will not recognize any taxable income at the time the SAR is granted. If the SAR is settled in cash, the cash will be taxable as ordinary income to the recipient at the time that it is received. If the SAR is settled in shares, the recipient will recognize ordinary income equal to the excess of the fair market value of the shares on the day they are received over any amounts paid by the recipient for the shares. The Company generally is entitled to a deduction with respect to a SAR at the same time the recipient recognizes ordinary income with respect thereto.
Restricted Stock and RSUs
Grantees of restricted stock or RSUs do not recognize income at the time of the grant. When the award vests or is paid, the grantee generally recognizes ordinary income in an amount equal to the fair market value of the stock or units at such time, and the Company will receive a corresponding deduction, subject to the deduction limitations described in “Company Deduction and Section 162(m)” below. However, no later than 30 days after a participant receives an Award of restricted stock, pursuant to Section 83(b) of the Internal Revenue Code, the participant may elect to recognize taxable ordinary income in an amount equal to the fair market value of the shares at the time of receipt. Provided that the election is made in a timely manner, when the restrictions on the shares lapse, the participant will not recognize any additional income. If the participant forfeits the shares to the Company (e.g., upon the participant's termination prior to vesting), the participant may not claim a deduction with respect to the income recognized as a result of the election. Subject to the deduction limitations described in “Company Deduction and Section 162(m)” below, the Company generally will be entitled to a deduction with respect to restricted stock and RSUs at the same time the recipient recognizes ordinary income with respect thereto.
Share-Based Awards
Grantees of share-based awards generally are required to recognize ordinary income in an amount equal to the excess of the fair market value of the shares on the date the shares are granted over the purchase price (if any) paid for the shares, unless the shares are subject to a substantial risk of forfeiture, in which case the award will be subject to the same taxation rule as apply to restricted stock as described in “Restricted Stock and RSUs” above. Subject to the deduction limitations described in “Company Deduction and Section 162(m),” the Company generally will be entitled to a deduction with respect to stock awards at the same time the recipient recognizes ordinary income with respect thereto.

16



Company Deduction and Section 162(m)
The Company generally will be entitled to a deduction for federal income tax purposes as described above with respect to each type of award. Section 162(m) of the Internal Revenue Code limits, however, the deduction we can take for compensation, including compensation pursuant to awards made under the 2020 Plan, that we pay to our covered employees (generally employees who have served as our Chief Executive Officer or Chief Financial Officer or who have been one of our other three other highest paid officers since 2017) to $1.0 million per year per individual.
Code Section 409A
Awards under the 2020 Plan may constitute, or provide for, a deferral of compensation under Section 409A of the Internal Revenue Code. If the requirements of Section 409A are not complied with, then holders of such awards may be taxed earlier than would otherwise be the case (e.g., at the time of vesting instead of the time of payment) and may be subject to an additional 20% penalty tax and, potentially, interest and penalties. We have sought to structure the 2020 Plan, and we expect to seek to structure awards under the 2020 Plan, to be exempt from Section 409A or comply with Section 409A. The 2020 Plan and any applicable awards may be modified to exempt the awards from Section 409A or comply with the requirements of Section 409A.
New Plan Benefits
We cannot currently determine the awards that may be granted under the 2020 Plan in the future to the executive officers named in this Proxy Statement or to other officers, employees, or other persons. The Committee will make such determinations from time to time. On March 16, 2020, the record date, the closing price per share of our shares of common stock on the NYSE was $66.79.
Our Board of Directors recommends that you vote FOR the approval of the 2020 Equity Incentive Plan.

17



REPORT ON THE BOARD OF DIRECTORS AND ITS COMMITTEES
Our Board of Directors
Our Board currently consists of ten members. Approximately one-third of the directors are elected annually to serve for three-year periods or until their respective successors are duly elected and qualified, or his or her earlier death, resignation or removal. All of our director nominees currently serve as directors on our Board.
The tables below set forth information regarding the members of our Board continuing in office or nominated for re-election. Our Board has determined that all members of our Board are “independent directors” meeting the applicable requirements of the Listing Rules of NYSE other than Stephen P. Weisz, our President and Chief Executive Officer.
NOMINEES FOR DIRECTOR
The Board has nominated three directors to be elected at the Annual Meeting to serve for a three-year term ending with the 2023 Annual Meeting of Shareholders, or until the director’s successor is duly elected and qualified, or his or her earlier death, resignation or removal.
William J. Shaw, Chairman
 
 
 
 
 
Age: 74
Mr. Shaw is Chairman of the Board. He served as Vice Chairman of Marriott International, Inc., the company from which we spun off, from May 2009 until his retirement in March 2011. He previously served as President and Chief Operating Officer of Marriott International from 1997 until May 2009. He joined Marriott International in 1974 and held various positions, including Corporate Controller, Corporate Vice President, Senior Vice President - Finance, Treasurer, Chief Financial Officer, Executive Vice President and President of Marriott Service Group. Mr. Shaw serves on the boards of directors of The Carlyle Group Inc., a publicly traded private equity, alternative asset management and financial services corporation, and DiamondRock Hospitality Company, a publicly traded lodging real estate investment trust (a “REIT”) (“DiamondRock”). He also serves on the Board of Trustees of the University of Notre Dame and the Board of Trustees of Suburban Hospital. In the past five years, Mr. Shaw served on the Board of Trustees of three funds in the American Family of Mutual Funds in Bethesda, Maryland.
Director Since: 2011
 
Committees:
None
 
 
 
 
 
 
 
Skills and Experience
 
 
 
 
Mr. Shaw brings to the Board extensive management experience with Marriott International, his prominent status in the hospitality industry and a wealth of knowledge in dealing with financial and accounting matters as a result of his prior service in financial and accounting positions at Marriott International, including as its Chief Financial Officer. Mr. Shaw also has experience as a board member of publicly traded companies.

18



C.E. Andrews
 
 
 
 
 
Age: 68
Mr. Andrews was a member of the Board of Directors of, and an advisor to, MorganFranklin Consulting, a business consulting and technology solutions company, from April 2017 through June 2019 when he retired. From May 2013 to March 2017, he served as its Chief Executive Officer. Mr. Andrews was the president of RSM McGladrey Business Services, Inc., an audit and accounting services provider, from June 2009 until February 2012. Prior to that, Mr. Andrews served as the president of SLM Corporation (Sallie Mae), which originates, services and collects student loans. He joined Sallie Mae in 2003 as the Executive Vice President of Accounting and Risk Management and held the title of Chief Financial Officer from 2006 to 2007. Prior to joining Sallie Mae, Mr. Andrews spent approximately 30 years at Arthur Andersen, LLP, an accounting firm. Mr. Andrews serves on the Boards of Directors of Trustar Bank, Washington Mutual Investors Fund, a publicly traded mutual fund, and NVR, Inc. (“NVR”), the publicly traded parent company of home construction companies Ryan Homes, NV Homes, Heartland Homes and Fox Ridge Homes. In addition, he serves on the Board of Directors of Vemo Education, Inc., a privately-held company that develops customized, value-oriented student financing programs, and the Advisory Board of Coastal Cloud LLC, a privately-held consulting firm that focuses on migration to next-generation technologies. Mr. Andrews also serves on the board of directors of The Global Good Fund, a nonprofit organization. In the past five years, Mr. Andrews served on the Board of Directors of WashingtonFirst Bankshares, Inc. from 2012 until it was acquired in 2018.
Director Since: 2013
 
Committees:
Audit (Chair) Nominating and Corporate Governance
 
 
 
 
 
 
 
Skills and Experience
 
 
 
 
Mr. Andrews brings to the Board, and particularly to the Audit Committee, the extensive financial and accounting expertise that he obtained over his thirty-year career in public accounting, as well as through his role as Chief Financial Officer of Sallie Mae. Mr. Andrews also has experience as a board member and an officer of publicly traded companies.
William W. McCarten
 
 
 
 
 
Age: 71
Mr. McCarten has served as non-executive Chairman of the Board of DiamondRock since January 2010. He was Executive Chairman of DiamondRock from September 2008 to December 2009. Prior to that, he was Chairman and Chief Executive Officer of DiamondRock from its inception in 2004 until September 2008. From 1979 through 2003, Mr. McCarten worked at Marriott International and companies that operated businesses that were previously part of Marriott International or its predecessors, where he held a number of executive positions, including President of the Services Group and President and Chief Executive Officer of HMSHost Corporation, a publicly traded company. Mr. McCarten is also a director of Cracker Barrel Old Country Store, Inc., a publicly traded company.
Director Since: 2011
 
Committees:
Audit
Nominating and Corporate Governance
 
 
 
 
 
 
 
Skills and Experience
 
 
 
 
Mr. McCarten provides the Board with the benefit of his extensive experience in the hospitality industry and capital markets, including his service as Chief Executive Officer and board member of publicly traded companies. He is a former certified public accountant who has a strong familiarity with accounting and financial reporting matters.


19



DIRECTORS REMAINING IN OFFICE
Name
 
Age
 
Position(s) Held in Company
 
Director Since
 
Term to Expire
Lizanne Galbreath
 
62
 
Director
 
2018
 
2021
Melquiades R. Martinez
 
73
 
Director
 
2011
 
2021
Stephen R. Quazzo
 
60
 
Director
 
2018
 
2021
Stephen P. Weisz
 
69
 
President, Chief Executive Officer and Director
 
2011
 
2021
Raymond L. Gellein, Jr.
 
72
 
Director
 
2011
 
2022
Thomas J. Hutchison III
 
78
 
Director
 
2011
 
2022
Dianna F. Morgan
 
68
 
Director
 
2013
 
2022
Lizanne Galbreath
 
 
 
 
 
Age: 62
Ms. Galbreath has been the Managing Partner of Galbreath & Company, a real estate investment firm, since 1999. From April 1997 to 1999, she was Managing Director of LaSalle Partners/Jones Lang LaSalle, a real estate services and investment management firm, where she also served as a director. From 1984 to 1997, Ms. Galbreath served in a variety of leadership positions including as Managing Director, Chairman and Chief Executive Officer of The Galbreath Company, the predecessor of Galbreath & Company. Ms. Galbreath is currently a director of Paramount Group, Inc., a publicly traded REIT. She was a director of Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”) from 2005 to September 2016. She served as a director of ILG, Inc. from May 2016 through August 2018 prior to the Company’s acquisition of ILG.
Director Since: 2018
 
Committees:
Compensation Policy Nominating and Corporate Governance
 
 
 
 
 
 
 
Skills and Experience
 
 
 
 
Ms. Galbreath provides the Board with the benefit of her senior leadership experience as manager of Galbreath & Company. The Board also benefits from her real estate investment, development and strategy experience, and management and corporate governance experience, having served as a director of other publicly traded companies.
Melquiades R. Martinez
 
 
 
 
 
Age: 73
Mr. Martinez has served as Chairman of the Southeast U.S. and Latin America, JPMorgan Chase & Co. since July 2010. Prior to that, he was a partner in the law firm DLA Piper from September 2009. Mr. Martinez served as a U.S. Senator from Florida from January 2005 through September 2009. He also served as Chairman of the Republican Party from November 2006 through October 2007, as Secretary of the U.S. Department of Housing and Urban Development from 2001 to 2004, and as Mayor of Orange County, Florida from November 1998 to January 2001. Mr. Martinez is a director of NVR. He also serves on the Advisory Board of Securiport LLC, a private company that designs and implements civil aviation security, biometric screening, immigration control and threat assessment systems.
Director Since: 2011
 
Committees:
Nominating and Corporate Governance (Chair)
 
 
 
 
 
 
 
Skills and Experience
 
 
 
 
Mr. Martinez provides our Board with the benefit of his vast experience in the public and private sector and his in-depth knowledge of and relationships within Florida, where our headquarters are located. The Board also benefits from his legal experience and knowledge of legislative and regulatory processes.

20



Stephen R. Quazzo
 
 
 
 
 
Age: 60
Mr. Quazzo is the Chief Executive Officer and has been the Managing Director and co-founder of Pearlmark Real Estate, LLC, a real estate principal investment firm, since March 1996. From April 1991 to March 1996, Mr. Quazzo was President of Equity Institutional Investors, Inc., a private investment firm and a subsidiary of Equity Group Investments, Inc. He is currently a director of Phillips Edison & Company Inc., a publicly traded REIT, and was a director of Starwood from 1995 to September 2016. Mr. Quazzo is a member and trustee of the Urban Land Institute, ULI Foundation, a member of the Pension Real Estate Association, and a licensed real estate broker in Illinois. He was a director of ILG, Inc. from May 2016 through August 2018 prior to the Company’s acquisition of ILG.
Director Since: 2018
 
Committees:
Audit
Compensation Policy
 
 
 
 
 
 
 
Skills and Experience
 
 
 
 
Mr. Quazzo provides the Board with the benefit of his extensive experience in real estate, investment and development and strategy experience as Chief Executive Officer of Pearlmark Real Estate as well as his senior leadership experience. He also has broad experience in corporate governance, having served as a board member of other publicly traded companies.
Stephen P. Weisz, President and Chief Executive Officer
 
 
 
 
 
Age: 69
Mr. Weisz has served as our President since 1996 and as our Chief Executive Officer since 2011. Mr. Weisz joined Marriott International in 1972. Over his 39-year career with Marriott International, he held a number of leadership positions in the Lodging division, including Regional Vice President of the Mid-Atlantic Region, Senior Vice President of Rooms Operations, and Vice President of the Revenue Management Group. Mr. Weisz became Senior Vice President of Sales and Marketing for Marriott Hotels, Resorts & Suites in 1992 and Executive Vice President-Lodging Brands in 1994. He has previously served as Chairman of the Board of Directors of the American Resort Development Association and as Chairman of the Board of Trustees of Children’s Miracle Network.
Director Since: 2011
 
Committees:
None
 
 
 
 
 
 
 
Skills and Experience
 
 
 
 
Mr. Weisz brings to the Board the extensive lodging and vacation ownership industry expertise he developed during his over 46 years in the industry, including 39 years with Marriott International, as well as corporate leadership experience from his service as our President since 1996 and his prior service as Chairman of the Board of Directors of the American Resort Development Association.
Raymond L. Gellein, Jr.
 
 
 
 
 
Age: 71
From November 2012 until his retirement in December 2015, Mr. Gellein served as Chairman of the Board, Chief Executive Officer and President of Strategic Hotels & Resorts, Inc., a publicly traded REIT with a portfolio of luxury hotels. From August 2010 to November 2012, he served as Strategic Hotels & Resorts’ non-executive Chairman, and from August 2009 to December 2015, as a director. He served as President of the Global Development Group of Starwood, a publicly traded hotel and leisure company, from July 2006 through March 2008, and as Chairman and Chief Executive Officer of Starwood Vacation Ownership, Inc., a subsidiary of Starwood, from October 1999 to July 2006. Mr. Gellein is also a past Chairman of the American Resort Development Association, and Vice Chairman of Mind and Life Institute.
Director Since: 2011
 
Committees:
Audit
Compensation Policy
 
 
 
 
 
 
 
Skills and Experience
 
 
 
 
Based on his past roles with Strategic Hotels & Resorts and Starwood, Mr. Gellein brings to the Board vast leadership experience in the hospitality and lodging industries with particular expertise in the vacation ownership sector. As a result of these roles, Mr. Gellein also has experience as an executive officer and board member of publicly traded companies. As a past Chairman of the Board of Directors of the American Resort Development Association, he also has extensive knowledge of the legislative and regulatory issues related to the vacation ownership business.

21



Thomas J. Hutchison III
 
 
 
 
 
Age: 78
Mr. Hutchison has served as Chairman of Legacy Hotel Advisors, LLC and Legacy Healthcare Advisors, LLC, industry consulting firms of which he is the principal founder, since October 2008. From January 2000 through 2007, he served in various executive positions at CNL Financial Group, Inc., including as Chief Executive Officer of CNL Hotels & Resorts, a publicly traded REIT, and CNL Retirement, a REIT with investments in senior facilities and medical real estate. Mr. Hutchison is a member of the Board of Trustees of Hersha Hospitality Trust, a publicly traded REIT, and a director of Target Healthcare REIT Ltd., a company whose securities are traded on the London Stock Exchange.
Director Since: 2011
 
Committees:
Audit
Compensation Policy
 
 
 
 
 
 
 
Skills and Experience
 
 
 
 
Mr. Hutchison brings to the Board his over 40 years of senior leadership experience in the lodging, hospitality, travel, and real estate development and finance industries. Mr. Hutchison also has extensive business development experience and experience as a board member of publicly traded companies.
Dianna F. Morgan
 
 
 
 
 
Age: 68
Ms. Morgan retired in 2001 from a 30-year career with Walt Disney World Company, a subsidiary of The Walt Disney Company, a publicly traded entertainment company, where she served most recently as Senior Vice President of Public Affairs and Senior Vice President of Human Resources. During her tenure at Walt Disney World Company, she oversaw the Disney Institute, a recognized leader in experiential training, leadership development, benchmarking and cultural change for business professionals around the world. Ms. Morgan currently serves on the Board of Directors of CNL Healthcare Properties II, a non-listed public REIT, and Chesapeake Utilities Corporation, a publicly traded corporation, and the Board of Trustees of Hersha Hospitality Trust, a publicly traded REIT. Within the last five years, she served on the Board of Directors of CNL Bancshares, Inc.
Director Since: 2013
 
Committees:
Compensation Policy (Chair) Nominating and Corporate Governance
 
 
 
 
 
 
 
Skills and Experience
 
 
 
 
As an accomplished senior manager at Walt Disney World Company in various areas, Ms. Morgan brings to the Board best practice expertise in human capital and the customer experience. Ms. Morgan’s previous experience overseeing the Disney Institute, which provides leading professional development programs, and serving as Senior Vice President of Human Resources for Walt Disney World Company have provided her with extensive knowledge of leadership development programs and organizational culture. In addition, Ms. Morgan’s experience as Senior Vice President of Public Affairs for Walt Disney World Company has provided her with a solid foundation in media relations and government relations. She also has extensive experience as a board member of publicly traded and private companies.


22



Summary of Director Attributes and Skills

Our Board members have a diversity of experience and bring a wide variety of skills, qualifications and viewpoints that strengthen the Board’s oversight role on behalf of our shareholders. The following highlights certain key characteristics of our directors. Additional information can be found in their biographies.
https://cdn.kscope.io/4c938783d9fc5a0e2d697f3a0dc3efa7-skillstablev1a05.jpg
Corporate Leadership is important because directors with experience running public companies, private companies or other large organizations typically possess strong leadership qualities.
 
 
 
 
 
 
 
 
 
 
Independence satisfies the independence requirement of the NYSE and our Corporate Governance Guidelines.
 
 
 
 
 
 
 
 
 
 
 
Diversity adds perspective through diversity in, among other areas, gender, ethnic background and race.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial & Capital Markets experience helps Board members advise on our capital structure and financing and investing activities.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accounting & Financial Reporting experience is important in overseeing our financial reporting and internal controls to assure transparency and accuracy.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Business Development / Mergers & Acquisitions experience supports our goal of selectively pursuing compelling new business opportunities.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Public Company Board Service & Governance experience supports our goals of accountability, transparency and protection of shareholder interests.
 
 
 
 
 
 
 
 
 
 
Risk Management experience supports oversight of our processes for assessing and managing risk.
 
 
 
 
 
 
 
 
 
 
Strategic Planning experience allows the Board to evaluate and challenge our strategic plans.
 
 
 
 
 
 
 
 
 
 
Global Expertise experience supports our goal of continuing growth globally.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Vacation Ownership & Lodging Industry experience is important in overseeing the development and implementation of our business strategy and operating plan.
 
 
 
 
 
 
 
 
 
 
 
 
Legal, Regulatory & Government Relations experience is relevant because we operate in a heavily regulated industry.
 
 
 
 
 
 
 
 
 
 
 
 
Compliance experience helps set the tone at the top to encourage our employees to act ethically and legally.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sales & Marketing/Consumer Insights experience is important in understanding the consumer-driven aspects of our business in order to deliver outstanding products and services.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Real Estate & Business Development experience aids in understanding and reviewing our business and strategy.
 
 
 
 
 
 
 
 
 
 
 
 
 
Human Capital, Professional Development & Organizational Culture experience helps us attract, motivate and retain top candidates for positions throughout our global workforce.
 
 
 
 
 
 
 
 
 
 
 
 
 
Technology & Cybersecurity/Digital & Social Media experience is relevant as we look for ways to enhance the customer experience and internal operations and assess and address the risks associated with our cyber activities.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

23



2019 Board and Committee Meetings and Attendance
Our Board met six times in 2019. No incumbent director attended fewer than 75 percent of the meetings of the Board or any Committee on which such director served. Directors are expected to attend annual meetings of shareholders, and each of our directors attended the 2019 Annual Meeting of Shareholders.
Committee Charters
The charters of the Audit, Compensation Policy, and Nominating and Corporate Governance Committees are available via the Investor Relations section of our website (www.marriottvacationsworldwide.com) by clicking on “Corporate Governance.” Copies of the committee charters also may be obtained upon request from our Corporate Secretary. Other committees may also be established by our Board from time to time.
The composition of our committees during 2019 is set forth in the chart below.
Audit
Committee
Compensation Policy
Committee
Nominating and Corporate
Governance Committee
C.E. Andrews (Chair)
Raymond L. Gellein, Jr.
Thomas J. Hutchison III
William W. McCarten
Stephen R. Quazzo
Dianna F. Morgan (Chair)
Lizanne Galbreath
Raymond L. Gellein, Jr.
Thomas J. Hutchison III
Stephen R. Quazzo
Melquiades R. Martinez (Chair)
C.E. Andrews
Lizanne Galbreath
William W. McCarten
Dianna F. Morgan
Committees of the Board of Directors
Audit Committee. The Board has determined that each of the members of the Audit Committee is independent as defined under our Corporate Governance Principles, the NYSE Listing Standards and applicable SEC rules for audit committee members. The internal and independent auditors have unrestricted access to the Audit Committee. The Audit Committee meets privately with each of the independent auditors, the internal auditors, and members of management. The Audit Committee met eight times in 2019. Each member of the Audit Committee is financially literate under applicable SEC and NYSE standards. In addition, Mr. Andrews and Mr. McCarten each possesses accounting or related financial management expertise within the meaning of the NYSE Listing Standards and qualifies as an “audit committee financial expert” as defined under the applicable SEC rules. Our Corporate Governance Principles establish a limit on the number of audit committees of publicly traded companies on which members of the Company’s Audit Committee may serve, including our Audit Committee, at three.
The responsibilities of the Audit Committee include, among other things:
appointing, retaining, overseeing and determining the compensation of our independent auditor;
approving all terms and fees associated with any audit engagement of our independent auditor;
overseeing our accounting, reporting, financial and cybersecurity practices;
overseeing our internal control environment and compliance with legal and regulatory requirements;
overseeing our independent auditor’s qualifications and independence; and
overseeing the performance of our internal audit function and the independent auditor.
Compensation Policy Committee. The Board has determined that each of the members of the Compensation Policy Committee is independent as defined under our Corporate Governance Principles and the NYSE Listing Standards for compensation committee members. The Compensation Policy Committee met five times in 2019.
The responsibilities of the Compensation Policy Committee include, among other things:
assisting the Board in discharging its responsibilities relating to executive compensation;
overseeing our overall compensation structure, policies and programs;
reviewing and approving on an annual basis the corporate goals and objectives with respect to compensation for the Chief Executive Officer;
overseeing the evaluation and setting the compensation of our other executive officers;
maintaining management succession plans; and
reviewing the compensation of non-employee directors and recommending any changes in compensation to the Board.

24



Nominating and Corporate Governance Committee. The Board has determined that each of the members of the Nominating and Corporate Governance Committee is independent as defined under our Corporate Governance Principles and the NYSE Listing Standards. The Nominating and Corporate Governance Committee met four times in 2019.
The responsibilities of the Nominating and Corporate Governance Committee include, among other things:
identifying and evaluating director candidates;
recommending to the Board director candidates for election;
recommending to the Board implementation of corporate governance principles and annually reviewing and recommending changes to these principles as appropriate;
reviewing our conflict of interest and related party transactions policies and approving certain related party transactions as provided for in such policies; and
performing a leadership role in shaping our corporate governance.
Compensation Committee Interlocks and Insider Participation
None of the members of the Compensation Policy Committee is or has been an officer or employee of the Company or had any relationship that is required to be disclosed as a transaction with a related party.
Meetings of Independent Directors
Our Corporate Governance Principles require the Board to have at least two regularly scheduled executive sessions a year for the non-management directors without management present and require the independent directors to meet in executive session at least annually. The Chairman, who is currently Mr. Shaw, presides at such executive sessions.

25



CORPORATE GOVERNANCE
The Board is committed to good corporate governance, good business practices and transparency in financial reporting. The Nominating and Corporate Governance Committee annually reviews the Company’s Corporate Governance Principles, a copy of which is available via the Investor Relations section of our website (www.marriottvacationsworldwide.com) by clicking on “Corporate Governance.” A copy of the Company’s Corporate Governance Principles also may be obtained upon request from our Corporate Secretary.
Separation of Board Chairman and Chief Executive Officer
While the Board has no formal policy requiring the separation of the positions of Chairman of the Board and Chief Executive Officer, William J. Shaw, an independent director, currently serves as Chairman of the Board. Our Board regularly reviews our leadership structure and has determined that separating the roles of Chairman and Chief Executive Officer is the optimal leadership structure for the Company, allowing our Chief Executive Officer to focus on his duties while benefitting from the Chairman’s significant experience at Marriott International and in the hospitality industry. The Board believes that having an independent Chairman improves the ability of the Board to exercise its oversight role over management and provides opportunities for discussion and evaluation of management decisions and the direction of the Company.
Board and Committee Evaluations
The Board and its committees evaluate their own performance on an ongoing basis. The evaluation process is overseen by the Nominating and Corporate Governance Committee, which recommends enhancements to Board and committee effectiveness as appropriate. The results from the 2019 evaluation process were positive and confirmed our Board’s commitment to high levels of Board effectiveness and governance.
Selection of Director Nominees
The Nominating and Corporate Governance Committee identifies and recruits candidates for election to the Board. The Nominating and Corporate Governance Committee evaluates the composition of the Board at least annually to assess the skills and experience that are currently represented on the Board as a whole, and in individual directors, as well as the skills and experience that the Board may find valuable in the future. The Nominating and Corporate Governance Committee selects and recommends to the Board director candidates based on the Nominating and Corporate Governance Committee’s evaluation of each candidate’s character, judgment, personal and professional ethics, personal and professional integrity, values, background experience, technical skills, affiliations, familiarity with national and international issues affecting our business and demonstrated exceptional ability and judgment. Although we do not have a formal policy regarding diversity, our Board views diversity as a priority and seeks diverse representation among its members and evaluates its effectiveness in accounting for diversity as part of its annual evaluation of the composition of the Board. Candidates are selected who not only bring a depth of experience but also provide skills and knowledge complementary to the Board and our business. Candidates must be committed to representing the long-term interests of our shareholders and fulfilling a director’s duties and responsibilities, which include attending Board meetings and our annual shareholders meeting, and preparing for Board meetings by advance review of any meeting materials. The Nominating and Corporate Governance Committee recommends to the Board the Company’s candidates for election or reelection to the Board at each annual meeting of shareholders, as well as candidates to be elected by the Board as necessary to fill vacancies and newly created directorships. The Board proposes a slate of nominees to the shareholders for election to the Board. The Board also determines the number of directors on the Board.
The Nominating and Corporate Governance Committee identifies nominees for director on its own as well as by considering recommendations from other members of the Board, officers and employees of the Company, and other sources that the Nominating and Corporate Governance Committee deems appropriate. The Nominating and Corporate Governance Committee will also consider candidates for Board membership recommended by shareholders. Shareholders may recommend nominees for consideration by the Nominating and Corporate Governance Committee by submitting the names and supporting information to: Marriott Vacations Worldwide Corporation, 6649 Westwood Boulevard, Orlando, Florida, 32821, Attention: Corporate Secretary.
The supporting information should include the information required by our Bylaws in connection with the nominations of persons for election to the Board. The Nominating and Corporate Governance Committee will evaluate all candidates, regardless of source, in light of the Board-approved criteria.
Director Independence
The Company has determined that all of the directors, other than Stephen P. Weisz, have no material relationship with the Company and are independent under the criteria set forth in the applicable rules of the SEC, the NYSE Listing Standards and the Company’s Corporate Governance Principles. Additionally, all of the members of the Audit Committee, Compensation Policy Committee, and Nominating and Corporate Governance Committee are independent under such standards.

26



Risk Oversight
Our Board is responsible for overseeing our processes for assessing and managing risk. The Board considers our risk profile when reviewing our annual business plan and incorporates risk assessment into its decisions. In performing its oversight responsibilities, our Board receives an annual enterprise risk assessment report from the Chief Financial Officer and discusses the most significant risks facing us. The Board believes that its risk oversight process would be effective under a variety of Board leadership structures, and therefore, it does not materially affect the Board’s choice of leadership structure.
The Board has delegated certain risk oversight functions to the Audit Committee. In accordance with NYSE requirements and as set forth in its charter, the Audit Committee periodically reviews and discusses our business and financial risk management and risk assessment policies and procedures with senior management, our independent auditor and the Chief Audit Executive. The Audit Committee incorporates its risk assessment function into its reports to the Board.
In addition, the Compensation Policy Committee evaluates any incentives and risks arising from or related to our compensation programs and plans and assesses whether the incentives and risks are appropriate. As discussed in the Compensation Discussion and Analysis below, the Compensation Policy Committee believes that our compensation programs do not present risks that are reasonably likely to have a material adverse effect on the Company.
Communications with the Board
Shareholders and other interested parties wishing to communicate with our Board as a group or with any individual director (including the Chairman of the Board) may do so by sending an e-mail to business.ethics@mvwc.com or sending a letter to Marriott Vacations Worldwide Corporation, 6649 Westwood Boulevard, Orlando, Florida, 32821, Attention: Chief Audit Executive. Such communications may be confidential and/or anonymous. All such concerns are forwarded to the appropriate directors for their review and are reviewed and addressed by us in the same way that we address other concerns.
Other Directorships
Our Corporate Governance Principles limit the number of boards of publicly traded companies on which the Company’s directors may serve to two, including our Board, for directors who are chief executive officers of publicly traded companies, and five for other directors.
Code of Conduct
Our Board has adopted a code of conduct, our Business Conduct Guide, that applies to all of our directors, officers and associates, including our Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer. Our Business Conduct Guide is available in the Investor Relations section of our website (www.marriottvacationsworldwide.com) and is accessible by clicking on “Corporate Governance.” Any amendments to our Business Conduct Guide and any grant of a waiver from a provision of our Business Conduct Guide requiring disclosure under applicable SEC rules may be disclosed at the same location as the Business Conduct Guide in the Investor Relations section of our website located at www.marriottvacationsworldwide.com or on a Current Report on Form 8-K.

27



AUDIT COMMITTEE REPORT AND INDEPENDENT AUDITOR FEES
Report of the Audit Committee
The Audit Committee is composed solely of independent directors meeting the requirements of applicable SEC and NYSE rules. Each member is financially literate for audit committee purposes under the NYSE rules, and two members of the Audit Committee also qualify as an “audit committee financial expert” within the meaning of SEC regulations. The key responsibilities of the Audit Committee are set forth in its charter, which was adopted by us and approved by the Board and is posted under “Corporate Governance” in the Investor Relations section of our website at ir.marriottvacationsworldwide.com/investor-relations.
As more fully described in our charter, our Audit Committee assists the Board in its oversight of risks related to financial reporting, accounting, financial practices and cybersecurity. Management is responsible for the preparation, presentation and integrity of our consolidated financial statements, accounting and financial reporting principles, and maintaining an effective system of internal controls over financial reporting. Ernst & Young, our independent registered public accountant, is responsible for performing an independent audit of our consolidated financial statements and the effectiveness of internal controls over financial reporting in accordance with the auditing standards of the Public Company Accounting Oversight Board (“PCAOB”).
The Audit Committee has selected Ernst & Young as our independent registered public accountant for 2020. Ernst & Young has served as our independent registered public accountant since 2011. The Audit Committee is responsible for the appointment, compensation and oversight of our independent registered public accountant. The Audit Committee regularly reviews Ernst & Young’s independence and performance in deciding whether to retain Ernst & Young or engage another firm as our independent registered public accountant. In the course of these reviews, the Audit Committee considers, among other things:
Ernst & Young’s historical and recent performance on our audit;
Ernst & Young’s capability and expertise in handling the breadth and complexity of our operations;
data on audit quality and performance, including recent PCAOB reports on Ernst & Young and its peer firms;
the appropriateness of Ernst & Young’s fees for audit and non-audit services, on both an absolute basis and as compared to its peer firms;
Ernst & Young’s independence, including the possible effects of its provision of non-audit services and associated fees on its independence; and
Ernst & Young’s tenure as our independent registered public accountant, including the benefits of having an independent registered public accountant that is familiar with us, and the controls and processes that help ensure Ernst & Young’s independence.
In accordance with SEC rules and Ernst & Young policies, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide service to us. For lead and concurring audit partners, the maximum number of consecutive years of service in that capacity is five years. The process for selection of our lead audit partner pursuant to this rotation policy involves a meeting between the Chair of the Audit Committee and the candidate for the role, as well as discussion by the full Audit Committee and with management. The lead partner from Ernst & Young who was assigned to us in 2014 completed his five years of service in 2019, and a new lead partner has been assigned to us beginning in 2020.
The Audit Committee engages in an annual evaluation of our independent registered public accounting firm’s qualifications, assessing the firm’s quality of service, the firm’s sufficiency of resources, the quality of the communication and interaction with the firm, and the firm’s independence, objectivity, and professional skepticism. The Audit Committee also considers the advisability and potential impact of selecting a different independent public accounting firm.
The Audit Committee and the Board believe that the continued retention of Ernst & Young as our independent registered public accounting firm is in the best interest of our stockholders.
The Audit Committee regularly meets and holds separate discussions with management, our internal auditors, and Ernst & Young. Prior to their issuance, the Audit Committee reviewed and discussed our quarterly and annual consolidated financial statements (including the presentation of non-GAAP financial information) and disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (including significant accounting policies and judgments) with management, our internal auditors and Ernst & Young. During 2019, management, our internal auditors and Ernst & Young also made presentations to the Audit Committee on specific topics of interest, including: our information technology systems and controls; our federal and state income tax positions, including our tax strategy and risks; our critical accounting policies; new accounting guidance and the potential impact of new accounting pronouncements; our strategy and the implementation of new systems; and cyber security.

28



The Audit Committee has met and held discussions with management and Ernst & Young regarding the fair and complete presentation of our results and the assessment of our internal control over financial reporting. Management has represented to the Audit Committee that our consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and Ernst & Young. The Audit Committee has discussed with Ernst & Young the matters that are required to be discussed by the Statement on Auditing Standards No. 1301, Communications with Audit Committees, as adopted by the PCAOB. The Audit Committee discussed with Ernst & Young their independence from the Company and our management, including the matters, if any, in the written disclosures delivered pursuant to the applicable requirements of the PCAOB. The Audit Committee has concluded that Ernst & Young’s provision of audit and non-audit services to us and our affiliates is compatible with Ernst & Young’s independence.
The Audit Committee discussed with Ernst & Young the overall scope and plans for their audit, including the estimated audit fees and non-audit fees. The Audit Committee has also discussed with our Senior Vice President, Internal Audit, the overall scope of and plans for our internal audits. The Audit Committee met with Ernst & Young and with our internal auditors, in each case, with and without other members of management present, to discuss the results of their respective examinations, the evaluations of our internal controls and the overall quality and integrity of our financial reporting. Additionally, the Audit Committee has reviewed the performance, responsibilities, budget, and staffing of our internal audit department.
Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the Board has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, for filing with the Securities and Exchange Commission.
Members of the Audit Committee:
C.E. Andrews, Chair
Raymond L. Gellein, Jr.
Thomas J. Hutchison III
William W. McCarten
Stephen R. Quazzo

29



Pre-Approval of Independent Auditor Fees and Services Policy
The Audit Committee’s Pre-Approval of Independent Auditor Fees and Services Policy provides for pre-approval of all audit, audit-related, tax and other permissible non-audit services provided by our principal independent auditor on an annual basis and as needed. The Audit Committee has delegated authority to the Audit Committee Chair to pre-approve principal independent auditor services where we deem it necessary or advisable that such services commence prior to the next regularly scheduled meeting (provided that the Audit Committee Chair informs the Audit Committee of any such services and the estimated fees that were pre-approved at the next scheduled in-person meeting). During 2019, all such services were pre-approved by the Audit Committee.
Independent Registered Public Accounting Firm Fee Disclosure
The following table presents aggregate fees billed for professional services rendered by our independent registered public accounting firm, Ernst & Young, for the audit of our annual financial statements for fiscal 2019 and fiscal 2018 and aggregate fees billed in fiscal 2019 and fiscal 2018 for audit-related services, tax services and all other permissible non-audit services rendered by our independent registered public accounting firm. The Audit Committee approved all of the fees presented in the table below. The Audit Committee is also responsible for overseeing the fee negotiations associated with the retention of Ernst & Young for the audit of our financial statements and internal control over financial reporting.
 
 
2019
 
2018
Audit fees
 
$
10,089,573

 
$
9,313,260

Audit-related fees
 
397,900

 
311,400

Tax fees
 
219,650

 
100,578

All other fees
 
2,000

 

Total
 
$
10,709,123

 
$
9,725,238

For purposes of the preceding table, the professional fees are classified as follows:
Audit fees – These are fees for professional services performed for the audit of our annual financial statements and the required review of quarterly financial statements and other procedures performed by the independent auditors in order for them to be able to form an opinion on our consolidated financial statements. These fees also cover services that are normally provided by independent auditors in connection with statutory and regulatory filings or engagements and other services that generally only the independent auditor reasonably can provide, such as services associated with filing registration statements, periodic reports and other filings with the SEC, and audits of acquired properties or businesses or statutory audits for our subsidiaries or its affiliates.
Audit-related fees – These are fees for assurance and related services that traditionally are performed by independent auditors, such as due diligence related to acquisitions and dispositions, attestation services that are not required by statute or regulation, and the audit of the effectiveness of the Company’s internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002.
Tax fees – These are fees for all professional services performed by professional staff in Ernst & Young’s tax division, except those services related to the audit of our financial statements. These include fees for tax compliance, tax planning, and tax advice, including federal, state, and local issues. Services may also include assistance with tax audits and appeals before the IRS and similar state and local agencies, as well as federal, state, and local tax issues related to due diligence.
All other fees – These are fees for other permissible work performed that do not meet the above-described categories, including a subscription to an accounting research website.

30



EXECUTIVE AND DIRECTOR COMPENSATION
Compensation Discussion and Analysis
In this section, we describe our compensation philosophy and programs for our President and Chief Executive Officer (“CEO”) and our other named executive officers. The Compensation Discussion and Analysis provides:
A summary of our business results and the alignment between executive pay, short-term and long-term Company performance;
How our Board’s Compensation Policy Committee determines compensation design and pay levels for specific 2019 decisions, including our compensation governance approach; and
A detailed description of the elements of the Company’s executive compensation program.
Executive Summary
Our executive compensation programs are designed to reward financial results and effective strategic leadership to build sustainable value for shareholders by correlating the timing and amount of actual pay with performance goals over various time horizons without excessive risk-taking.
Our seasoned management team is led by Stephen P. Weisz, our President and CEO, who has served as President of the Company since 1996 and has over 46 years of combined experience at Marriott Vacations Worldwide and Marriott International. Our eleven executive officers have an average of over 25 years of total combined experience at Marriott Vacations Worldwide, our subsidiaries and Marriott International. We believe our management team’s extensive public company and vacation ownership industry experience has enabled us to achieve solid performance and will enable us to continue to respond quickly and effectively to changing market conditions and consumer trends.
Our executive compensation program includes the following key elements:
base salary, which provides our named executive officers a fixed level of compensation;
annual bonus, which encourages the achievement of current year objectives; and
stock based awards, which align the long-term interests of our named executive officers with the interests of our shareholders and encourage the achievement of longer-term objectives.
Our executive officers for whom compensation information is presented in the Summary Compensation Table below, who we refer to as our “named executive officers” or “NEOs,” are:
  Name
Title
Stephen P. Weisz
President and Chief Executive Officer
John E. Geller, Jr.
Executive Vice President and Chief Financial and Administrative Officer
R. Lee Cunningham
Executive Vice President and Chief Operating Officer - Vacation Ownership
Lizabeth Kane-Hanan
Executive Vice President and Chief Development and Product Officer
  Brian E. Miller
Executive Vice President and Chief Marketing, Sales and Service Officer
Company Performance in 2019
Our Company’s results were strong in the year ended December 31, 2019:
Consolidated vacation ownership contract sales increased 42% to $1.5 billion.
Net income attributable to common shareholders was $138 million, or $3.09 per fully diluted shares (“EPS”) compared to net income attributable to common shareholders of $55 million, or $1.61 per fully diluted share, in 2018.
Adjusted net income attributable to common shareholders increased 74% to $348 million and adjusted fully diluted EPS increased 33% to $7.81.
Adjusted EBITDA increased 81% to $758 million for the full year 2019.
We generated net cash provided by operating activities of $382 million and adjusted free cash flow of $464 million.
We returned $546 million to our shareholders through the repurchase of 4.7 million shares of our Common Stock for $465 million and the payment of $81 million in dividends.
We were recognized by the Aon Hewitt Best Employers program in the countries of Australia, France, Indonesia, Ireland, Spain, Thailand, the United Kingdom and the United States.

31



Adjusted net income, adjusted Diluted Earnings per Share, adjusted EBITDA and adjusted free cash flow are financial measures that are not prescribed by United States generally accepted accounting principles (“U.S. GAAP”). Please refer to Appendix A for a reconciliation of these financial measures to the most directly comparable financial measures prescribed by U.S. GAAP.
Compensation Actions in 2019
The Compensation Policy Committee made the following key compensation decisions for 2019, which are discussed in greater detail in the following pages:
Base Salary. Each of our named executive officers received a base salary increase effective as of December 29, 2018 ranging from 3.00 percent to 3.24 percent based on individual contributions to overall corporate results and salary level relative to market.
Annual Bonus. Our financial objectives, with respect to which 70 percent of the amounts payable under our management bonus plan (the “Bonus Plan”) could be earned, consisted of Adjusted EBITDA and Total Revenue (which are defined below). Our financial objectives were achieved at 97.80 percent of the target amount for Adjusted EBITDA, and at 96.35 percent of the target amount for Total Revenue, resulting in a weighted average payout of 63.61 percent. The remaining 30 percent of amounts payable under the Bonus Plan is based on individual process objectives, customer satisfaction and associate engagement.
Equity Compensation. Our equity awards for 2019 were a combination of performance-based stock units (“Performance Units”), stock appreciation rights (“SARs”) and restricted stock units (“RSUs”), with 45 percent of each named executive officer’s total equity compensation consisting of Performance Units, 30 percent consisting of SARs and 25 percent consisting of RSUs, based on grant date value. The amount of each named executive officer’s award is determined by considering market data and internal factors.
Acquisition-Related Awards. Following the announcement and completion of the acquisition of ILG, Inc. (“ILG”) during 2018, the Compensation Policy Committee granted additional awards to the executive officers in March 2019. Three-year performance share awards were granted to incentivize our named executive officers to accomplish our corporate integration and synergy goals.
Philosophy
The Compensation Policy Committee has approved, and periodically reviews, compensation principles that form the basis of our compensation philosophy and reflect our belief that strong and consistent leadership is the key to long-term success in our industry. Accordingly, our program is designed around the following three principles:
Drive Shareholder Value: Executive officers should be paid in a manner that is primarily focused on driving shareholder value. Therefore, equity compensation is and has been a significant component of total pay opportunity for the named executive officers.
Motivate and Balance Short-term and Long-term Performance: Compensation should be designed to motivate executive officers to perform their duties in ways that would help achieve current year as well as longer-term objectives. This has been achieved by offering a mix of short-term cash-based and long-term equity-based incentives.
Retain Talent: The compensation program must be competitive in order to attract key talent from within and outside of our industry and retain key talent at costs consistent with market practice. We work to achieve this, in part, through our review of the market data and internal pay equity considerations described below in making compensation decisions. The Compensation Policy Committee seeks to establish compensation generally consistent with the median in total direct compensation, while also considering performance and scope of job.

32



Compensation Program Principles and Governance
Pay for Performance is Key Compensation Program Principle
A significant portion of the total pay opportunity for our named executive officers is performance based. This means that it is contingent upon achieving specific results that are essential to the Company’s short- and long-term success and growth in shareholder value. As described in more detail in the following pages, the performance-based components of the 2019 compensation program include annual incentives and long-term incentives that are comprised of Performance Units, SARs and RSUs. The Compensation Policy Committee has not established a specific formula for the allocation of performance-based compensation components and instead retains the discretion to modify the allocation from year to year. The chart below reflects the percentage of each named executive officer’s total compensation that was performance-based in 2019:
https://cdn.kscope.io/4c938783d9fc5a0e2d697f3a0dc3efa7-hrpiechartsa01.jpg
Additional Principles and Corporate Governance Policies
Our executive compensation programs contain features that are intended to embody our compensation principles and promote strong executive compensation corporate governance.
We have a clawback policy applicable to incentive compensation paid to our executive officers and directors, which is in addition to the clawback provision that applies to equity awards under the Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan (the “Stock and Cash Incentive Plan”) and the proposed 2020 Plan.
We do not provide for a gross-up of excise taxes on any “parachute payments” that could become payable in connection with a change in control.
Executive officers are provided only limited perquisites and are not provided with tax gross-ups with respect to such perquisites.
Neither the Stock and Cash Incentive Plan nor the proposed 2020 Plan includes an “evergreen” provision.

33



We cannot, without shareholder approval, “reprice” stock options or SARs by reducing the exercise price of such stock option or SAR, exchanging such stock option or SAR for a new award with a lower exercise price, or exchanging such stock option or SAR for cash (other than in connection with specified corporate transactions).
We do not provide “single trigger” change in control benefits, except with respect to equity awards which are not retained or replaced with substitute awards following a change in control.
We have stock ownership guidelines that require our Chief Executive Officer to own shares of our common stock (as determined under the guidelines) with a market value equal to five times base salary and other executive officers to own shares of our common stock with a market value equal to two to three times annual base salary. All but one of our executive officers were in compliance with these guidelines as of the end of 2019. This executive officer was newly appointed on September 1, 2018, and has five calendar years, or by year end 2023, to achieve target ownership.
Equity grants are made on a consistent schedule and are not made in anticipation of significant developments that may impact the price of our common shares. Annual grants are typically made during the first quarter, after the release of our earnings for the prior year and guidance for the current year, which is intended to ensure that we do not make equity grants when we have such material, non-public information.
Our associates, officers and directors may not at any time engage in any form of derivative transactions (such as “short” sales or “option puts or calls”) in our securities.
Our associates, officers and directors are prohibited from including our securities in a margin account or pledging such securities as collateral for a loan.
We, as a practice, do not have employment agreements with any of our named executive officers. However, with the acquisition of ILG, we assumed an employment agreement for Jeanette E. Marbert, President, Exchange and Third-Party Management.
None of our named executive officers are entitled to guaranteed annual bonuses.
Compensation Process
Market Data
To assist in determining the levels of compensation for our named executive officers in 2019, Exequity LLP (“Exequity”), the Compensation Policy Committee’s compensation consultant, recommended an appropriate peer group for approval by the Compensation Policy Committee and management. Considerations for developing the peer group included company size as measured by revenues (generally one-half to two times the Company’s revenues) and market capitalization (companies with very low or very high market capitalizations relative to the Company were excluded), industry and business model similarities, and trading on a major exchange. Human resource management analyzed market data collected by Exequity, including base salary, target short- and long-term incentive opportunities for each of the named executive officers.
The companies in the peer group used as the basis for 2019 compensation decisions consisted of the following:
Peer Group Companies
  BlueGreen Vacations Corporation
  Boyd Gaming Corporation
  Brookdale Senior Living Inc.
  Choice Hotels International, Inc.
  Darden Restaurants, Inc.
  Hilton Grand Vacations, Inc.
  Host Hotels & Resorts, Inc.
  Hyatt Hotels Corporation
  LaSalle Hotel Properties
 
Norwegian Cruise Line Holdings, Ltd.
Park Hotels & Resorts, Inc.
Penn National Gaming Inc.
Pinnacle Entertainment, Inc.
PulteGroup, Inc.
Toll Brothers, Inc.
Vail Resorts, Inc.
Wyndham Destinations, Inc.
Wynn Resorts, Limited
In addition, in part due to the fact that there are very few public company direct competitors, the Compensation Policy Committee determined that it was appropriate to consider the compensation practices of a general industry peer group as an additional reference point for its 2019 executive pay decisions. Accordingly, the Compensation Policy Committee considers the compensation practices of a general industry peer group consisting of forty companies in the consumer products industry that participated in Equilar’s Top 25 database (i.e., 20 consumer products companies with revenues greater and 20 consumer products companies with revenues less than the Company’s revenues).

34



The companies that met these objective criteria with revenues greater and less than the Company’s consisted of the following:
Revenues Greater than the Company’s
Revenues
Revenues Less than the Company’s
Revenues
  AMC Entertainment Holdings, Inc.
  American Eagle Outfitters, Inc.
  Big Lots, Inc.
  Bloomin’ Brands, Inc.
  Brunswick Corporation
  Ceasars Entertainment Corporation
  Chipotle Mexican Grill, Inc.
  Church & Dwight Co., Inc.
  Harley Davidson, Inc.
  Hasbro, Inc.
  Host Hotels & Resorts, Inc.
  KB Home
  Mattel, Inc.
  McCormick & Company, Incorporated
  Ralph Lauren Corporation
  Tapestry, Inc.
  Taylor Morrison Home Corporation
  TreeHouse Foods, Inc.
  Williams-Sonoma, Inc.
  YUM! Brands, Inc.
 
Aaron’s, Inc.
Brinker International, Inc.
Callaway Golf Company
Carter’s, Inc.
Choice Hotels International, Inc.
Churchill Downs Incorporated
CorePoint Lodging Inc.
Domino’s Pizza, Inc.
DSW Inc.
Express, Inc.
Fossil Group, Inc.
HNI Corporation
Hovnanian Enterprises, Inc.
Pinnacle Foods Inc.
The Children’s Place, Inc.
The E. W. Scripps Company
TripAdvisor, Inc.
Urban Outfitters, Inc.
Wolverine World Wide, Inc.
Zillow Group, Inc.
Tally Sheets
On an annual basis, the Compensation Policy Committee reviews “tally sheets” prepared by management for each of the named executive officers. The tally sheet includes, among other things, total annual compensation, the value of unexercised or unvested equity compensation awards, and amounts payable upon termination of employment under various circumstances, including following a change in control. The Compensation Policy Committee did not recommend specific changes to the executive compensation program for 2019 in response to a review of tally sheets in 2019, although it used the tally sheet information as one data point when considering executive compensation matters.
Role of the Compensation Policy Committee
Our Compensation Policy Committee is responsible for reviewing and approving the Company’s executive compensation policies and plan designs, including compensation of our named executive officers. The Compensation Policy Committee considers various factors in determining compensation levels for named executive officers, including the officer’s responsibilities and performance, the effectiveness of our programs in supporting the Company’s short- and long-term strategic objectives, and overall financial performance. Additionally, our Compensation Policy Committee Chair, Dianna F. Morgan, with input from our Chairman, William J. Shaw, makes recommendations to the Compensation Policy Committee with respect to the compensation of our CEO, Mr. Weisz.
To this end, our Compensation Policy Committee conducts an annual review of executive officer pay levels, reviews market data provided by the independent consultant, and approves changes to program designs, based on an assessment of competitive market practice and emerging trends. Additionally, the Compensation Policy Committee evaluates the risks associated with the Company’s executive compensation programs.
Our Compensation Policy Committee approved the total compensation packages for each of the named executive officers, including base salary, annual bonus targets, actual bonuses earned, and equity awards, and for 2019 acquisition-related awards.
Role of the Compensation Consultant
In 2019, the Compensation Policy Committee engaged Exequity to provide executive compensation consulting services. Exequity’s services to the Compensation Policy Committee have included updates on best practices and market trends in executive and director compensation, recommendations regarding executive and director compensation, and an independent review of compensation proposals by the Company’s senior management. Exequity attended meetings at the Compensation Policy Committee’s request and was available to provide guidance as questions and issues arose. During 2019, Exequity did not perform any services for the Company other than in connection with providing advice and recommendations on executive and director compensation. The Compensation Policy Committee determined that Exequity is independent after consideration of the SEC independence factors.

35



Role of Management
At the request of the Compensation Policy Committee, the CEO presents individual pay recommendations for each of the named executive officers, other than himself. In forming his recommendations, he is advised by human resources management, including our Chief Human Resources Officer and our Senior Vice President, Global Rewards & HRIS, and the independent compensation consultant with regards to assessments of individual contributions, achievement of performance objectives and other qualitative factors. The Compensation Policy Committee considers these recommendations in approving the pay levels of each named executive officer. The CEO does not make recommendations concerning his own compensation.
The CEO and members of human resources management regularly attend Compensation Policy Committee meetings. Human resources management typically presents recommendations for changes to program designs and individual pay levels for executive officers, taking into consideration individual performance of each incumbent, appropriate benchmarking information and issues that may arise from an accounting, legal or tax perspective.
Analysis of Each Compensation Element
Base Salary
The Compensation Policy Committee approved the following base salaries for the named executive officers, effective as of December 29, 2018:
Name
2019 Base Salary
2018 Base Salary
Percent Change
Mr. Weisz
$955,000
$925,000
3.24%
Mr. Geller
$612,000
$594,000
3.03%
Mr. Cunningham
$480,000
$466,000
3.00%
Ms. Kane-Hanan
$426,000
$413,000
3.15%
Mr. Miller
$711,000
$690,000
3.04%
In determining whether to make adjustments to base salaries, the Compensation Policy Committee considered market data, as well as internal factors, experience, time in position and internal pay equity, and subjective factors such as individual performance and future potential. No specific weightings were assigned to the factors considered. The Compensation Policy Committee expects to review base salaries for the named executive officers annually to determine whether base salary levels are commensurate with the officers’ responsibilities and the competitive market.
Bonuses and Incentives
Annual Bonuses
For 2019, the named executive officers participated in the Bonus Plan, which was intended to reward executives for achievement of pre-established financial, customer, associate and individual process objectives tied to 2019 performance. The potential awards under the Bonus Plan are reported in the Grants of Plan-Based Awards for Fiscal Year 2019 table, and the actual award amounts earned under the Bonus Plan are reported in the “non-equity incentive plan compensation” column in the Summary Compensation Table following this Compensation Discussion and Analysis.
The Compensation Policy Committee approved the following target awards as a percentage of base salary for the named executive officers:
Name
2019 Target
2018 Target
Percent Change
Mr. Weisz
150%
150%
—%
Mr. Geller
100%
100%
—%
Mr. Cunningham
90%
90%
—%
Ms. Kane-Hanan
80%
80%
—%
Mr. Miller
80%
80%
—%
In determining the target award percentage for each named executive officer, as well as in determining the differences in the target award percentages among the named executive officers, the Compensation Policy Committee considered market data and internal factors, including pay equity with other officers, differences in responsibilities, future potential and, with respect to Mr. Miller, the fact that he participates in the sales incentive plan described below. Threshold performance was required in order to pay 25 percent of such named executive officer’s target award and the maximum award for each named executive officer was 200 percent of such named executive officer’s target award. The Compensation Policy Committee’s consideration of the external market pay practices of various companies discussed below under “Market Data” resulted in the determination not to adjust target award percentages for 2019.

36



There were two financial objectives tied to the Bonus Plan for 2019: Adjusted EBITDA and Total Revenue. Together, these performance measures were selected because they are important indicators of the Company’s profitability and sustainability. Mr. Weisz and Mr. Geller developed the specific performance level percentages for these objectives, which were reviewed and approved by the Compensation Policy Committee.
For all named executive officers, Adjusted EBITDA was the most heavily weighted performance criteria, as shown in the table at the end of this section, because it is reflective of the financial viability and success of the Company in the performance year. “Adjusted EBITDA” means EBITDA (as reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “2019 Form 10-K”)), excluding the impact of non-cash share based compensation expense, impairments, transaction costs, gains and losses on the disposal of assets, gains and losses on foreign currency exchange related activity, litigation settlements and activity not associated with the Company’s on-going core operations. Adjusted EBITDA includes the impact of interest expense associated with our debt from the securitization of vacation ownership notes receivable. Adjusted EBITDA is a financial measure that is not prescribed by GAAP. Please refer to Appendix A for a reconciliation of Adjusted EBITDA to net income, which is the most directly comparable GAAP financial measure, as well as our reasons for presenting this measure. The Adjusted EBITDA target was set at $779.0 million, a level we believed to be achievable but not certain to be met.
For 2019, the named executive officers were eligible to receive the portion of the bonus attributable to Adjusted EBITDA based on the following achievement levels:
Achievement Target
Payout as a
Percent of Target
Less than $724.0 million
0%
$724.0 million
25%
$779.0 million
100%
$833.0 million or more
200%
For purposes of the Bonus Plan, “Total Revenue” means total revenues for the 2019 fiscal year, excluding cost reimbursement revenues (as reported in our 2019 Form 10-K) for the 2019 fiscal year. The Total Revenue target was set at $3,291.0 million, a level we believed to be achievable but not certain to be met. For 2019, the named executive officers were eligible to receive the portion of the bonus attributable to Total Revenue based on the following achievement levels:
Achievement Target
Payout as a
Percent of Target
Less than $3,159.0 million
0%
$3,159.0 million
25%
$3,291.0 million
100%
$3,422.0 million or more
200%
For each of the financial measures, achievement falling between two of the stated performance achievement levels resulted in the payment for that portion of the bonus being interpolated between the corresponding bonus levels, except that there is no interpolation between 0% and 25%. Accordingly, no payout will be made if achievement is below the threshold level of achievement of 25%.
For the fiscal year ended December 31, 2019, we achieved, for purposes of the Bonus Plan, Adjusted EBITDA of $761.8 million and Total Revenue of $3,171.0 million. This achievement resulted in a payout that was at 76.40 percent of the target amount for Adjusted EBITDA and at 31.64 percent of the target amount for Total Revenue (see the table further below for the weightings for each metric and the actual amount earned in respect thereof for each named executive officer).
For purposes of the Bonus Plan, the Compensation Policy Committee approved adjustments to our reported results to more closely reflect the results of our on-going core operations. Reported Adjusted EBITDA was adjusted as follows:
Adjusted EBITDA as Reported
(in millions)
Adjustment
Amount
(in millions)
$757.8
Impact of 2019 Hurricanes
$
4.0

 
 
 
 
 
 
 
$
761.8


37



Reported Total Revenue was adjusted as follows:
Total Revenue as Reported
(in millions)
Adjustment
Amount
(in millions)
$3,095.7
Impact of 2019 Hurricanes
$
7.7

 
 
 
 
Reclassifications
$
67.6

 
 
 
 
 
$
3,171.0

In addition to the financial performance measures, the Bonus Plan for the named executive officers included performance measures based on individual process objectives, customer satisfaction, and associate engagement. These performance measures are approved by the Compensation Policy Committee and subsequently evaluated subjectively and objectively and, like Adjusted EBITDA and Total Revenue targets, are intended to establish high standards, consistent with our quality goals, which we believed were achievable but not certain to be met. We believe that the following performance measures are important contributors to achieving success within our industry. Payouts under these performance measures can be zero or at threshold, target or maximum award levels or, in most cases, interpolated between award levels. However, there is no interpolation between zero and threshold.
Individual Process Objectives: The Compensation Policy Committee approved a specific set of process management objectives for each of the named executive officers that was aligned to his or her responsibilities and role within the Company. At least 50 percent of the amount each named executive officer could receive for performance with respect to his individual process objectives was tied to objective financial goals. The management objectives generally were expected to be challenging and are among the core duties of the positions.
Examples of individual process objectives that are tied to objective financial goals include:
achieve targeted free cash flow;
achieve targeted resort management and other services margin; and
achieve targeted development margin.
Examples of other individual process objectives include:
ensure preparedness for digital technology enablement;
implement a new product form in Asia; and
achieve targeted tour flow growth.
We do not disclose the specific goals and objectives within, or the relative weighting of, the above objectives because we believe they constitute confidential business information and their disclosure could impair our ability to compete effectively. 
Customer Satisfaction: Customer satisfaction was based on the results of customer and guest satisfaction surveys we developed. Different surveys are used for different aspects of our business, such as Guest Satisfaction, Sales and Marketing Satisfaction and Owner Services Satisfaction. These surveys address topics such as overall satisfaction, quality of service, and cleanliness of properties. Numerical ratings are assigned with the objective of assessing customers’ and guests’ overall satisfaction compared to the goal that is established at the beginning of each year. The ILG businesses utilized different surveys and achievement methodology. For 2019, the Company achievement of Guest Satisfaction is based on the resort stay experience only.
Associate Engagement: Assessment of our associate engagement for the named executive officers, other than the President and Chief Executive Officer, was based on our engagement assessment for their areas of responsibility. The President and Chief Executive Officer was evaluated based on the engagement assessment for the entire company, as measured in June 2019, and included the legacy-ILG businesses.
The respective weightings of the relevant performance measures and the aggregate target and actual payments under the Bonus Plan are displayed in the table below.

38



Name
  
Adjusted
EBITDA
Total
Revenue
Individual Process
Customer/
Guest
Satisfaction
Associate
Engagement
Total
Financial
Operational
Stephen P. Weisz
Weight of Total Award (%)
50.00

20.00

9.00

1.00

10.00

10.00

100.00

 
Target Award as % of Salary
75.00

30.00

13.50

1.50

15.00

15.00

150.00

 
Actual Payout as % of Salary
57.30

9.49

25.50

1.50

7.12

24.01

124.93

 
Actual Payout as % of Target
76.40

31.64

188.89

100.00

47.50

160.09

83.28

 
 
 
 
 
 
 
 
 
John E. Geller, Jr.
Weight of Total Award (%)
50.00

20.00

7.50

2.50

10.00

10.00

100.00

 
Target Award as % of Salary
50.00

20.00

7.50

2.50

10.00

10.00

100.00

 
Actual Payout as % of Salary
38.20

6.33

15.00

5.00

4.75

10.00

79.27

 
Actual Payout as % of Target
76.40

31.64

200.00

200.00

47.50

100.00

79.27

 
 
 
 
 
 
 
 
 
R. Lee Cunningham
Weight of Total Award (%)
50.00

20.00

8.00

2.00

10.00

10.00

100.00

 
Target Award as % of Salary
45.00

18.00

7.20

1.80

9.00

9.00

90.00

 
Actual Payout as % of Salary
34.38

5.69

12.60

2.70

4.27

18.00

77.65

 
Actual Payout as % of Target
76.40

31.64

175.00

150.00

47.50

200.00

86.27

 
 
 
 
 
 
 
 
 
Lizabeth Kane-Hanan
Weight of Total Award (%)
50.00

20.00

3.00

7.00

10.00

10.00

100.00

 
Target Award as % of Salary
40.00

16.00

2.40

5.60

8.00

8.00

80.00

 
Actual Payout as % of Salary
30.56

5.06

4.80

10.88

3.80

8.00

63.10

 
Actual Payout as % of Target
76.40

31.64

200.00

194.29

47.50

100.00

78.87

 
 
 
 
 
 
 
 
 
Brian E. Miller
Weight of Total Award (%)
50.00

20.00

7.00

3.00

10.00

10.00

100.00

 
Target Award as % of Salary
40.00

16.00

5.60

2.40

8.00

8.00

80.00

 
Actual Payout as % of Salary
30.56

5.06

11.20

2.40

3.80

12.81

65.83

 
Actual Payout as % of Target
76.40

31.64

200.00

100.00

47.50

160.09

82.28

The total amount of payout for each named executive officer was as follows: Mr. Weisz, $1,193,082; Mr. Geller, $485,132; Mr. Cunningham, $372,720; Ms. Kane-Hanan, $268,806; and Mr. Miller, $468,051.
Sales Incentive Compensation
Reflecting the significance of sales and customer relations functions to our business and industry practice, Mr. Miller also has been compensated through a sales incentive plan (“Sales Incentive Plan”) based on our achievement of pre-established goals with respect to contract sales volume, cash marketing and selling costs, and marketing and sales corporate overhead costs. The Sales Incentive Plan was recommended by Mr. Weisz and approved by the Compensation Policy Committee and was established based upon an assessment of competitive pay practices in the vacation ownership industry and marketing and sales functions, as well as competitive total direct compensation.
Payouts under the Sales Incentive Plan can be at zero or maximum award levels or interpolated between zero and maximum, which was 75 percent of Mr. Miller’s base salary. We report the potential payments under the Sales Incentive Plan for 2019 in the Grants of Plan-Based Awards for Fiscal Year 2019 table, and we include the actual amount paid to Mr. Miller under the Sales Incentive Plan for 2019 in the “non-equity incentive plan compensation” column in the Summary Compensation Table following this Compensation Discussion and Analysis. We do not disclose the specific goals and objectives within, or the relative weighting of, Mr. Miller’s goals under the Sales Incentive Plan because we believe they constitute confidential business information and their disclosure could impair our ability to compete effectively. However, we believe the performance goals were challenging but reasonably attainable at the time the goals were established.
Mr. Miller’s performance was at 0 percent of the maximum achievement level with respect to contract sales volume, 0 percent of the maximum achievement level with respect to first-time buyer sales volume, 0 percent of the maximum achievement level with respect to marketing and selling costs, and 100 percent of the maximum achievement level with respect to corporate overhead. The total amount of payout for Mr. Miller under the Sales Incentive Plan was $53,325.
Stock Awards
Stock Awards Granted in 2019
We expect that equity compensation awards will be granted to the named executive officers under the Stock and Cash Incentive Plan, or, if approved, the 2020 Plan, on an annual basis. With multi-year and, in some cases, performance-based vesting conditions, and the opportunity for long-term capital appreciation, the annual stock awards help us achieve our objectives of attracting and retaining key executive talent, linking named executive officer pay to long-term Company performance and aligning the interests of named executive officers with those of shareholders.

39



The Compensation Policy Committee approved the following annual equity awards for 2019 for our named executive officers:
Name
2019 Award Value
2018 Award Value
Percent Change
Mr. Weisz
$4,200,000
$3,600,000
16.67%
Mr. Geller
1,500,000
1,350,000
11.11%
Mr. Cunningham
900,000
825,000
9.09%
Ms. Kane-Hanan
650,000
625,000
4.00%
Mr. Miller
700,000
650,000
7.69%
The amount of each named executive officer’s award, as well as the differences in the award amounts among the named executive officers, were determined by considering market data (as described below) and internal factors, including pay equity with other officers, differences in responsibilities, job performance, and future potential. The Compensation Policy Committee’s consideration of the external market pay practices of various companies discussed below under “Market Data” resulted in the determination to increase the value of the awards for each of the named executive officers for 2019 in order to align their total target direct compensation closer to the median of the market data for their position. Total target direct compensation, exclusive of the Acquisition Award Performance Units (defined below), for Mr. Geller was slightly above median; Mr. Weisz, Mr. Cunningham and Ms. Kane-Hanan were slightly below median; and Mr. Miller was at median following the increases in equity awards for 2019. The awards are reflected in the Summary Compensation Table for 2019 and the Grants of Plan-Based Awards for Fiscal Year 2019. The value of the awards was allocated among Performance Units, SARs and RSUs as follows:
Type of Award
Percentage of
2019 Award
Percentage of
2018 Award
Percentage
Point Change
Performance Units
45%
45%
—%
SARs
30%
30%
—%
RSUs
25%
25%
—%
The allocations were set so as to advance the executives’ alignment with shareholders by increasing their equity ownership, while tying a majority of the awards to future stock price performance and achievement of financial performance goals. The RSUs are time-based stock awards that focus on retention of the executives and SARs are granted to further align the executives’ and stockholders’ interests by requiring an increase in stock price in order for the executives to recognize value from the awards.
The Performance Units granted in 2019 represent the right to receive shares of our common stock at the end of the performance period beginning January 1, 2019 and ending December 31, 2021, in an amount determined based on the Company’s cumulative achievement over the performance period with respect to two performance objectives: Adjusted EBITDA and Adjusted ROIC, each weighted equally. “Adjusted ROIC” means net income (as reported in the Company’s Annual Reports on Form 10-K) over the Performance Period, excluding the impact of non-consumer financing interest expense, provision for income taxes, non-cash share based compensation expense, impairments, transaction costs, gains and losses on the disposal of assets, litigation settlements, and activity not associated with the Company’s ongoing core operations as a percentage of Net Total Invested Capital. “Net Total Invested Capital” means the average of the beginning of the Performance Period and the end of the Performance Period total assets less current liabilities (excluding non-securitized debt) and securitized debt; provided that any cash in excess of $150 million will be disregarded for purposes of determining total assets.
The Adjusted EBITDA and Adjusted ROIC targets were set at levels we believed to be achievable but not certain to be met.
We used Adjusted EBITDA as a performance objective for both the Bonus Plan and the Performance Units because the Compensation Policy Committee believes that utilizing the same metric for both the short- and long-term compensation programs ensures that short-term management decisions are not influenced by short-term gain at the expense of long-term performance. By using the same metric, the Compensation Policy Committee is promoting sustained performance of the Company in this area over both the shorter- and longer-term.

40



The number of Performance Units actually earned will be determined following the end of the performance period and will be equal to 50 percent of the granted number of Performance Units multiplied by a percentage corresponding to the achievement level of the Adjusted EBITDA performance objective plus 50 percent of the granted number of Performance Units multiplied by a percentage corresponding to the achievement level of the Adjusted ROIC performance objective. The number of shares that will be received can range from zero to two times the number of Performance Units granted and will be based on the following achievement levels, which were approved by the Compensation Policy Committee in February 2019:
Adjusted EBITDA
Achievement Target
Adjusted ROIC
Achievement Target
Payout as a
Percent of Target
$2,154 million or less
9.9% or less
0%
$2,289 million
10.5%
50%
$2,693 million
12.4%
100%
$3,096 million or more
14.3% or more
200%
If performance falls between levels, the vesting percentage will be determined by the Compensation Policy Committee based on straight-line interpolation; provided, however, that no payout will be made with respect to the Adjusted EBITDA performance objective for achievement of $2,154 million or less and no payout will be made with respect to the Adjusted ROIC performance objective for achievement of 9.9% or less.
Performance Units will not vest if the named executive officer does not continue to be an active employee of the Company during the entire period from the grant date through the performance period (unless the named executive officer retires as an approved retiree or dies or is disabled during such period) or engages in competition or acts that are or potentially are injurious to our Company’s operations, financial condition or business reputation during that period; the named executive officers are also prohibited from soliciting any of our employees to leave our employment during the period from the grant date until the first anniversary of the termination of the officer’s employment for any reason. If a named executive officer retires as an approved retiree during the performance period, a pro rata portion of the Performance Units will continue to vest on the same terms. If a named executive officer dies or is disabled during the performance period, a portion of the Performance Units will vest assuming achievement at the target level of performance.
Performance Units Vested in 2019
Following the end of 2019, each of the named executive officers received shares upon the vesting of the Performance Units granted in 2017. These performance shares represented the right to receive shares of our common stock at the end of the performance period beginning December 31, 2016 and ending December 31, 2019, in an amount determined based on the Company’s cumulative achievement over the performance period with respect to two performance objectives: Adjusted EBITDA and Adjusted ROIC, each weighted equally. The targets were set at levels we believed to be achievable but not certain to be met. The performance metrics applicable to the Performance Units granted in 2017 and 2018 were adjusted in February 2019 to account for the ILG acquisition, and, as adjusted, are reflected below, and represent levels we believe to be achievable but not certain to be met. The three-year performance period utilized legacy-MVW financial metrics (excluding the impact of the ILG acquisition) to assess performance for the 2018 fiscal year. Fiscal year 2019 will be based upon the financial metrics of the combined organization, accounting for the ILG acquisition.
Performance exceeded the target achievement level but was below the maximum achievement level for both Adjusted EBITDA and Adjusted ROIC as follows:
2017-2018 Targets and Achievements
Criteria
Target
Achievement
Payout as a
Percent of Target
Adjusted Cumulative EBITDA
$593 million
$638 million
151.09%
Adjusted ROIC
14.2%
15.8%
174.75%
 
 
 

2019 Targets and Achievements
Criteria
Target
Achievement
Payout as a
Percent of Target
Adjusted Cumulative EBITDA
$779 million
$766 million
94.78%
Adjusted ROIC
8.9%
8.9%
100.00%
 
 
 


41



Weighted Average Achievements
Criteria
Payout as a
Percent of Target
Adjusted Cumulative EBITDA
132.32%
Adjusted ROIC
149.83%
 
141.08%
As a result of such performance, the named executive officers received the following numbers of shares: Mr. Weisz, 22,429 shares; Mr. Geller, 7,476 shares; Mr. Cunningham, 4,928 shares; Ms. Kane-Hanan, 4,079 shares; and Mr. Miller, 4,079 shares.
Acquisition-Related Awards
The Compensation Policy Committee recognized that the executive officers were critical to the success of the ILG acquisition and subsequent transformation of the business in connection with the integration. Awards were assessed against the framework of criticality of the role, difficulty of replacing the officer, retention risk, performance and potential. As a result, three types of one-time awards, supplemental to the annual award consideration, were reviewed.
In February 2019, the Compensation Policy Committee approved granting a third acquisition award (a cash award and retention RSU grant were awarded in 2018 and are described in more detail in last year’s proxy statement) consisting of performance shares that will be earned from 0% - 250% of the target based on the achievement of specified synergy goals by the Company as a whole and the applicable discipline for which the executive is responsible (the “Acquisition Award Performance Units”). The awards were granted on March 4, 2019 and will vest in one tranche on December 31, 2021, subject to continued employment. These awards are reflected in the Summary Compensation Table for 2019 and the Grants of Plan Based Awards for Fiscal Year 2019. The value of the awards is as follows:
Name
2019 Award Value
Mr. Weisz
$2,250,000
Mr. Geller
700,000
Mr. Cunningham
600,000
Ms. Kane-Hanan
600,000
Mr. Miller
600,000
Other Compensation
Perquisites
In 2019, we offered minimal perquisites consisting of only a limited number of compensatory room nights, a minimal executive physical benefit and a status upgrade in the Marriott Bonvoy program. The value of these benefits was included in the executives’ wages for tax purposes, and we did not provide tax gross-ups to the executives with respect to these benefits. With the acquisition of ILG, the Company assumed remaining flight hours on a shared corporate jet. Executives were permitted to utilize the hours for corporate purposes.
Other Benefits
Named executive officers can participate in the same plans and programs offered to all our eligible employees. Some of these benefits were paid for by the executives, such as elective deferrals under the Marriott Vacations Worldwide 401(k) Retirement Savings Plan (the “401(k) Plan”) or the Marriott Vacations Worldwide Corporation Deferred Compensation Plan (the “MVW Deferred Compensation Plan”), vision coverage, long- and short-term disability, group life and accidental death and dismemberment insurance, and health care and dependent care spending accounts. Other benefits were paid for or subsidized by us, such as any company match under the 401(k) Plan, any employer credits under the MVW Deferred Compensation Plan, certain group medical and dental benefits, business travel accident insurance and tuition reimbursement.
Long-Term Disability Plan
Our named executive officers and approximately 220 other associates are eligible to participate in the Marriott Vacations Worldwide Corporation Executive Long-Term Disability Plan (the “LTD Plan”). The purpose of the LTD Plan is to improve the ability of the Company to attract and retain executive and senior level associates by providing such associates with enhanced long-term disability insurance. The LTD Plan is subject to certain provisions of the Employee Retirement Income Security Act of 1974, as amended.

42



The LTD Plan consists of two parts: (1) a group long-term disability policy (the “Group Policy”) that pays, after a 180-day elimination period, 60 percent of eligible compensation, which initially consists of base pay, bonus and incentive compensation (“Eligible Compensation”), capped at $10,000 per month, to a specific age, which initially is age 65 (the “Limiting Age”), the entire cost of which is paid by the Company; and (2) an individual disability insurance policy (the “Individual Policy”) that pays 75 percent of Eligible Compensation up to $10,000 per month, to the Limiting Age. We pay 100% of the premium cost required for the Individual Policy for our named executive officers and pay for the first $1,000 of coverage under the Individual Policy for other participants. The right to receive any payment under the Group Policy will cease upon termination of employment. The Individual Policy is portable; the participant may continue coverage by paying the full premiums after termination of employment. The total maximum benefit amount for the combination of the two parts of the LTD Plan is $20,000 per month or $240,000 per year.
Life Insurance
We pay for life insurance with a payout to designated beneficiaries on death for Mr. Weisz in the amount of two times his base salary (up to a maximum of $1.5 million), and for each other named executive officer in the amount of such officer’s base salary (up to a maximum of $750,000).
401(k) Plan
Our named executive officers are eligible to participate in our 401(k) Plan on substantially the same basis as our other associates. Participants in the 401(k) Plan may contribute a portion of their compensation to the plan each year. Our highly compensated employees, including the named executive officers, may be subject to limits on the amounts of their contributions to the plan that are not applicable to non-highly compensated employees to the extent required by applicable tax law. We determine on an annual basis whether to make matching employer contributions, which will not exceed six percent of the participant’s eligible compensation, or such other limits that are imposed by applicable tax law. Any employer contributions that we made to the 401(k) Plan accounts of the named executive officers for 2019 are shown in the “All Other Compensation” column of the Summary Compensation Table below.
Deferred Compensation
Our named executive officers and approximately 950 other associates are eligible to participate in the MVW Deferred Compensation Plan. In addition, our named executive officers have balances under the Marriott International, Inc. Executive Deferred Compensation Plan (“Marriott Deferred Compensation Plan”), in which many of them were able to participate prior to the Spin-Off from Marriott International in 2011.
We provide the MVW Deferred Compensation Plan because the Compensation Policy Committee wishes to permit certain of our employees to defer the obligation to pay taxes on compensation and bonuses that they are entitled to receive. The MVW Deferred Compensation Plan permits them to do this, while also receiving interest on deferred amounts. We believe that providing this benefit is important as a retention and recruitment tool as many of the companies with which we compete for executive talent provide a similar plan for their senior employees.
Under the terms of the MVW Deferred Compensation Plan, each participant may elect to defer receipt of up to 80 percent of his or her base salary, bonuses, non-equity incentive plan compensation and/or commissions until such future date as he or she elects in accordance with the terms of the MVW Deferred Compensation Plan. The Company may credit participants’ accounts with additional amounts, referred to as employer credits, in an amount equal to any matching contributions that the participant did not receive for a year under the 401(k) Plan, or any successor plan thereto, due to the participant’s election to defer amounts under the MVW Deferred Compensation Plan. In addition, the Company may, in its sole discretion, credit participants’ accounts with additional employer credits which will vest at a rate of 25 percent per year on the first four anniversaries of the date the discretionary employer credit was allocated to the participant’s account, provided that the participant remains in continued service with the Company. On a participant’s separation from service, unvested discretionary employer credits are generally forfeited. Upon a change in control of the Company, a participant’s death, or a participant’s retirement after reaching age 55 and completing ten continuous years of service, all employer credits will immediately vest in full.
A participant in the MVW Deferred Compensation Plan may elect to receive his or her deferred amounts and vested employer credits in a lump sum or in installments over five, ten, fifteen or twenty years at either a separation from service or upon any of the first five anniversaries of a separation from service. Alternatively, a participant may elect to receive his or her deferred amounts and vested employer credits in a lump sum in January of a specified year, so long as employer credits are deferred for at least four years and all other amounts are deferred for at least three years. The obligations under the MVW Deferred Compensation Plan are not funded by the Company, and therefore participants have an unsecured contractual commitment from us to pay the amounts due under the MVW Deferred Compensation Plan. When payments are due under the MVW Deferred Compensation Plan, the cash will be distributed from our general assets.

43



For 2019, participants were able to select a fixed rate of return of 3.5 percent or a rate of return based on various market-based investment alternatives, such as mutual funds with various investment profiles, and were also able select such a rate for their existing account balances. Participants were not limited to minimum elections in the fixed rate of return. To support our ability to meet our obligations under the MVW Deferred Compensation Plan, we acquired insurance on the lives of certain participants in the MVW Deferred Compensation Plan, the proceeds of which are payable to a trust with the Company as grantor. For 2019, participants may select a rate of return based on market-based investment alternatives for up to 100 percent of their contributions and existing balances.
Earnings under the MVW Deferred Compensation Plan or the Marriott International Executive Deferred Compensation Plan that were credited at a fixed rate of interest in excess of 120 percent of the applicable federal long-term rate are reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column of the Summary Compensation Table.
Employee Stock Purchase Plan
The Marriott Vacations Worldwide Corporation Employee Stock Purchase Plan (the “ESPP”) is intended to provide the Company’s eligible employees, including our named executive officers, with an opportunity to participate in the Company’s success by permitting them to acquire an ownership interest in the Company through periodic payroll deductions that will be applied towards the purchase of shares of our common stock at a five percent discount from the market price.
Change in Control Arrangements
Our named executive officers are participants in the Marriott Vacations Worldwide Corporation Change in Control Severance Plan (the “Change in Control Plan”). Adoption of the Change in Control Plan was intended to maximize shareholder value by retaining key executives through the closing of a Change in Control (as defined below), and to motivate executives to drive business success independent of the possible occurrence of a Change in Control. All of our executive officers are eligible to participate in the Change in Control Plan. Under the Change in Control Plan, the receipt of benefits is subject to a “double trigger,” under which benefits, including the acceleration of vesting and/or settlement of equity and cash awards, are available only if the participant’s employment is terminated in connection with the Change in Control unless the awards are not assumed in connection with the Change in Control, in which case a single trigger applies. A “change in control” occurs if there is a consummation of certain acquisition, merger, sale, liquidation or similar events or there is a change in a majority of Board members as described in the Change in Control Plan (a “Change in Control”).
Under the terms of the Change in Control Plan, and subject to the conditions thereof, an executive officer who participates in the Change in Control Plan will receive severance benefits if his or her employment is terminated involuntarily by the Company or any of its affiliates, other than due to Cause, Total Disability (as those terms are defined in the Change in Control Plan), or death, or is terminated by the executive officer for Good Reason (as defined in the Change in Control Plan), in each case, within two years following a Change in Control of the Company (a “Termination”). Provided that the executive officer executes a waiver and release of claims in favor of the Company, he or she will be entitled to the following severance benefits: (1) a cash severance payment, payable in a lump sum, equal to two times (or three times, in the case of the President and Chief Executive Officer of the Company) the sum of his or her Base Salary and Target Bonus (as those terms are defined in the Change in Control Plan); (2) twenty-four months (or thirty-six months, in the case of the President and Chief Executive Officer of the Company) of Company-subsidized medical, dental and life-insurance coverage for such executive officer and his or her spouse and dependents, at the same benefit level as provided to the executive immediately prior to the Change in Control, or the cash equivalent of the present value of such coverage; (3) any unpaid bonus as of the Termination date for any previously-completed fiscal year; and (4) a pro-rata bonus for the fiscal year in which the executive officer’s employment is terminated.
In addition to receipt of the severance benefits described above, upon Termination, an executive officer’s stock options and other equity-related compensation will be treated as follows: (1) all restricted stock, RSUs or other share-based awards in a form substantially similar to restricted stock or RSUs will become fully vested as of the Termination date; (2) all unvested or unexercisable options, SARs or other share-based awards in a form substantially similar to options or SARs will become fully vested and exercisable until the earlier of the end of (a) their original term or (b) 12 months (or in the case of certain approved retirees, five years) following the Termination date; and (3) all of the executive officer’s other cash performance-based awards or other share-based awards subject to performance-based vesting criteria will be deemed to be fully vested as of the Termination date, and will be paid immediately thereafter based on a presumed achievement of target levels of performance. However, in the event that no substitute awards, shares or other equity interests are available as of the Change in Control, the participant will become fully vested in his or her awards as of the Change in Control date, and all awards will be immediately distributed or paid, or, in the case of options and SARs, will become fully exercisable. In the discretion of the Compensation Policy Committee, distributions may be made in the form of a cash payment equal in amount to the value of the shares distributed or, in the case of options or SARs, the intrinsic value of such awards.
Any payment otherwise due under the Change in Control Plan will be reduced if necessary so that the payment will not constitute a “parachute payment” under Section 280G of the Internal Revenue Code. The Change in Control Plan does not provide for a gross-up of excise taxes on such “parachute payments.”

44



Clawbacks
Under our clawback policy, which is in addition to the clawback provision that applies to equity awards issued under the Stock and Cash Incentive Plan (and that will apply to any awards granted under the 2020 Plan), in the event of certain restatements of our consolidated financial statements, the Board may recoup compensation received by a named executive officer who engaged in certain misconduct that contributed to the need for the restatement. Compensation that is based on our achievement of specified financial results, including performance-based equity awards, may be recouped to the extent such compensation would have been lower had it been determined or calculated based on the financial results as restated. In addition, the Board may recoup any compensation received by a named executive officer who has engaged in conduct that violates our Business Conduct Guide or in willful misconduct or fraud that causes harm to the Company. Compensation received up to three years prior to the restatement or conduct and after the date of adoption of the policy is subject to potential recoupment under the policy.
Under the Stock and Cash Incentive Plan and 2020 Plan, we have the authority to limit or eliminate the ability of any executive to exercise options and SARs or to receive a distribution of our common stock under RSUs or other stock awards if the executive engaged in criminal or tortious conduct that was injurious to us or engaged in competition with us.
Stock Ownership Guidelines
Under the stock ownership guidelines adopted by the Compensation Policy Committee, named executive officers are to achieve the following levels of ownership of our common stock (as a multiple of base salary rate as of the last day of the fiscal year for which compliance is being evaluated):
Officer
Level of Ownership
Chief Executive Officer
Five times base salary
Chief Financial and Administrative Officer
Three times base salary
Other named executive officers
Two times base salary
For purposes of determining compliance with the guidelines, the following are considered shares owned by the named executive officer: shares owned by the named executive officer and his or her spouse; shares held by a trust any beneficiaries of which are the named executive officer or his or her family members; shares held jointly with others; restricted stock awards; restricted stock unit awards; and share equivalents deferred in accordance with our plans. Options, SARs and performance-based awards are not considered owned by the named executive officer.
The Compensation Policy Committee receives an annual report of the ownership achieved by each named executive officer as of the end of the fiscal year, with the achievement level determined by reference to the average of the closing prices of our common stock for the 20 trading days ending on the last trading day of the fiscal year. The Compensation Policy Committee will determine the action to be taken for failure to comply, which action may include (but is not limited to), requiring all or a portion of a named executive officer’s annual bonus to be paid in shares, or requiring retention of shares received upon exercise of stock options or SARs or of shares earned upon the vesting of performance-based equity awards. All but one of our executive officers were in compliance with these guidelines as of the end of 2019. This executive officer was newly appointed on September 1, 2018, and has five calendar years, or by year-end 2023, to achieve target ownership.
Pledging and Derivative Transactions
Our associates and officers are prohibited from including Marriott Vacations Worldwide stock or other securities in a margin account or pledging such securities as collateral for a loan. We also have a policy which prohibits all associates and officers from shorting the sale of our stock or securities, or from buying, selling, writing or otherwise entering into any other “derivative” transaction related to our stock or securities, including options, warrants, puts, calls, and similar rights.
Risk Considerations
The Compensation Policy Committee reviewed a risk assessment to determine whether the amount and components of compensation for our employees and the design of compensation programs might create incentives for excessive risk-taking by our employees. The Compensation Policy Committee concluded that our compensation programs do not present risks that are reasonably likely to have a material adverse effect on the Company.
Consideration of Prior Shareholder Advisory Vote to Approve Executive Compensation
At our 2019 Annual Meeting of Shareholders, our shareholders voted with respect to an advisory resolution on our executive compensation, and 98.88 percent of the shares voted at the meeting (exclusive of broker non-votes) were voted in favor of the approval of the compensation of our named executive officers as disclosed in the proxy statement for that Annual Meeting. The Compensation Policy Committee considered this support, as well as the other factors discussed in this Compensation Discussion and Analysis, in retaining the fundamental characteristics of our executive compensation program for 2019, and did not make any specific changes to the program as a result of the shareholder vote.

45



Employment Agreements
We, as a practice, do not have employment agreements with any of our named executive officers. However, with the acquisition of ILG in 2018, we assumed an employment agreement for Jeanette E. Marbert, President, Exchange and Third-Party Management.
Report of the Compensation Policy Committee
The Compensation Policy Committee, which is composed solely of independent members of the Board, assists the Board in fulfilling its responsibilities relating to executive compensation. The Compensation Policy Committee is responsible for overseeing compensation programs that enable the Company to attract, retain and motivate executives capable of establishing and implementing business plans in the best interests of the shareholders. The Compensation Policy Committee, on behalf of and in certain instances subject to the approval of the Board, reviews and approves compensation programs for certain senior officer positions. In this context, the Compensation Policy Committee reviewed and discussed with management the Company’s Compensation Discussion and Analysis required by Item 402(b) of SEC Regulation S-K. Following the reviews and discussions referred to above, the Compensation Policy Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.
Members of the Compensation Policy Committee:
Dianna F. Morgan, Chair
Lizanne Galbreath
Raymond L. Gellein, Jr.
Thomas J. Hutchison III
Stephen R. Quazzo

46



Executive Compensation Tables and Discussion
Summary Compensation Table
The following Summary Compensation Table shows the compensation we paid in fiscal years 2019, 2018 and 2017 to our Chief Executive Officer, our Chief Financial Officer and our other three most highly compensated executive officers.
Name and Principal Position
 
Fiscal
Year
 
Salary
(1)
 
Bonus
(2)
 
Stock
Awards
(3)
 
Option/
SAR
Awards
(3)
 
Non-Equity
Incentive Plan
Compensation
(4)  
 
Change in Pension Value And Nonqualified Deferred Compensation Earnings
(5)
 
All Other
Compensation
(6)
 
Total
Stephen P. Weisz
 
2019
 
$
955,000

 
$

 
$
5,190,073

 
$
1,260,008

 
$
1,193,042

 
$
17,843

 
$
41,310

 
$
8,657,276

President and Chief Executive Officer
 
2018
 
925,000

 
500,000

 
3,270,024

 
1,079,997

 
1,798,139

 
8,303

 
47,301

 
7,628,764

2017
 
900,450

 

 
2,309,968

 
990,011

 
1,875,505

 
18,069

 
32,235

 
6,126,238

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
John E. Geller, Jr.
 
2019
 
612,000

 

 
1,749,920

 
449,991

 
485,163

 
2,642

 
25,807

 
3,325,523

Executive Vice President and Chief Financial and Administrative Officer
 
2018
 
594,000

 
300,000

 
1,245,033

 
404,988

 
810,190

 
1,064

 
28,548

 
3,383,823

2017
 
554,848

 

 
769,989

 
330,013

 
788,755

 
2,528

 
21,315

 
2,467,448

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
R. Lee Cunningham
 
2019
 
480,000

 

 
1,230,041

 
270,006

 
372,708

 
5,557

 
21,414

 
2,379,726

Executive Vice President and Chief Operating Officer - Vacation Ownership
 
2018
 
466,000

 
100,000

 
777,542

 
247,512

 
558,622

 
2,955

 
21,601

 
2,174,232

2017
 
452,154

 

 
507,488

 
217,503

 
504,810

 
6,285

 
18,290

 
1,706,530

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Lizabeth Kane-Hanan
 
2019
 
426,000

 

 
1,055,016

 
195,008

 
268,806

 
2,603

 
19,472

 
1,966,905

Executive Vice President and Chief Development and Product Officer
 
2018
 
413,000

 
50,000

 
637,472

 
187,503

 
442,721

 
1,211

 
19,198

 
1,751,105

2017
 
401,048

 

 
420,020

 
180,009

 
396,275

 
2,615

 
16,986

 
1,416,953

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Brian E. Miller
 
2019
 
711,000

 

 
1,090,021

 
210,001

 
468,031

 
8,600

 
26,388

 
2,514,041

Executive Vice President and Chief Marketing, Sales and Service Officer
 
2018
 
690,000

 
50,000

 
654,980

 
195,021

 
757,734

 
3,288

 
26,054

 
2,377,077

2017
 
670,293

 

 
420,020

 
180,009

 
714,330

 
7,381

 
22,449

 
2,014,482

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
_________________________________
(1)
This column reports all amounts earned as salary during the fiscal year, whether paid or deferred under employee benefit plans.
(2)
This column reports the cash portion of the acquisition-related awards granted in September 2018.
(3)
The value reported for Stock Awards and Option/SAR awards is the aggregate grant date fair value of the awards granted in the fiscal year as determined in accordance with accounting guidance for share-based payments, although we recognize the expense of the awards for financial reporting purposes over the service period of the awards. The assumptions for making the valuation determinations are set forth in Footnote 14, “Share-Based Compensation,” of the Notes to our Consolidated Financial Statements included in the 2019 Form 10-K. For additional information on these awards, see the Grants of Plan-Based Awards for Fiscal Year 2019 table below. The value reported for the Performance Units is the grant date value assuming performance at the target level, which was the probable outcome of the performance conditions as of the grant date. The values of the Performance Units granted in 2019 at the grant date assuming that the maximum level of performance conditions is achieved are: Mr. Weisz, $9,405,135; Mr. Geller, $3,099,851; Mr. Cunningham, $2,310,087; Ms. Kane-Hanan, $2,085,095; and Mr. Miller, $2,130,093.
(4)
This column reports all amounts earned under the bonus plan and sales incentive plan in effect for such fiscal year, whether paid or deferred under other employee benefit plans. Amounts earned under a bonus plan during a fiscal year were paid in the first quarter of the following fiscal year.
(5)
The values reported equal the excess of the return on amounts credited to accounts in the MVW Deferred Compensation Plan and the Marriott Deferred Compensation Plan at a fixed rate of return over 120 percent of the applicable federal long-term rate, as discussed below under “Nonqualified Deferred Compensation for Fiscal Year 2019.”
(6)
All Other Compensation for 2019 consists of company contributions to the 401(k) Plan ($9,450 for each named executive officer); company contributions to the MVW Deferred Compensation Plan ($30,960 for Mr. Weisz; $15,992 for Mr. Geller; $11,678 for Mr. Cunningham; $9,767 for Ms. Kane-Hanan; and $16,514 for Mr. Miller); and premiums for an insurance policy on the life of each named executive officer ($900 for Mr. Weisz; $365 for Mr. Geller; $286 for Mr. Cunningham; $254 for Ms. Kane-Hanan; and $424 for Mr. Miller).

47



Grants of Plan-Based Awards for Fiscal Year 2019
The following table shows the plan-based awards granted to the named executive officers in 2019.
Name
 
Award
Type
(1)
 
Grant
Date
(2)
 
Approval Date(2)
 
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(3)
 
Estimated Possible Payouts Under Equity Incentive Plan Awards
 
All Other Stock Awards: Number of Shares of Stock or Units
 
All Other Options/ SAR Awards: Number of Securities Under- lying Options/ SARs
 
Exercise or Base Price(4)
 
Grant Date Fair Value of Stock and Option/ SAR Awards(5)
Threshold
$
 
Target
$
 
Maximum
$
 
Threshold
#
 
Target
#
 
Maximum
#
 
S. Weisz
 
Bonus
 
 
 
$
358,125

 
$
1,432,500

 
$
2,865,000

 

 

 

 

 

 
$