DEF 14A
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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 
       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))
 
Definitive Proxy Statement
 
Definitive Additional Materials
 
Soliciting Material under
§240.14a-12
Marriott Vacations Worldwide Corporation
(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 all boxes that apply):
 
No fee required
 
Fee paid previously with preliminary materials
 
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules
14a-6(i)(1)
and
0-11
 
 
 


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LOGO


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LOGO

Marriott Vacations Worldwide Corporation

7812 Palm Parkway

Orlando, Florida 32836

March 21, 2024

Dear Marriott Vacations Worldwide Stockholders:

It is my pleasure to inform you that the 2024 Annual Meeting of Stockholders of Marriott Vacations Worldwide Corporation (the “Annual Meeting”) will be conducted online on Friday, May 10, 2024 beginning at 9:00 a.m., Eastern Time. Stockholders of record may attend and vote during the Annual Meeting via the Internet at www.virtualshareholdermeeting.com/VAC2024. You may also attend the meeting by proxy. You may submit questions in advance of the meeting at www.proxyvote.com. Beneficial owners should review their voting instruction form or Notice of Internet Availability for how to vote in advance of and participate in the Annual Meeting online. For further information about the virtual Annual Meeting, please see the Questions and Answers About the Meeting beginning on page 4.

The following Notice of Annual Meeting of Stockholders and Proxy Statement includes information about the matters to be acted upon by stockholders 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 2024 ANNUAL MEETING OF STOCKHOLDERS:

 

We are mailing many of our stockholders 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 stockholder so desires. This process is more environmentally friendly and reduces our costs to print and distribute these materials to stockholders. All stockholders of record 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,
LOGO
William J. Shaw
Chairman of the Board
LOGO
John E. Geller, Jr.
President and Chief Executive Officer


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LOGO

Marriott Vacations Worldwide Corporation

7812 Palm Parkway

Orlando, Florida 32836

 

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD FRIDAY, MAY 10, 2024

 

March 21, 2024

The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Marriott Vacations Worldwide Corporation (the “Company”) will be held at 9:00 a.m., Eastern Time, on Friday, May 10, 2024, virtually, via the Internet at www.virtualshareholdermeeting.com/VAC2024. At the meeting, stockholders will act on the following matters:

 

  1.

Election of the four 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 2024 fiscal year;

 

  3.

Advisory vote to approve named executive officer compensation;

 

  4.

Approval of the Amended and Restated Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan; and

 

  5.

Any other matters that may properly be presented at the meeting.

Only stockholders of the Company at the close of business on March 11, 2024, 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.

In the event of a technical malfunction in connection with the virtual Annual Meeting, the chair of the meeting will convene the meeting at 9:30 a.m. Eastern Time on the date specified above and at the Company’s address specified above solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the chair of the meeting. Under these circumstances, we will post information regarding the announcement on the Investor Relations page of the Company’s website at www.marriottvacationsworldwide.com.

Internet Availability

We are taking advantage of the U.S. Securities and Exchange Commission rules that allow companies to furnish proxy materials to their stockholders 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 21, 2024, a Notice Regarding the Availability of Proxy Materials (the “Notice”) or the Proxy Statement and form of proxy will be mailed to stockholders 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 2023 Annual Report on Form 10-K, 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,
  LOGO
  James H Hunter, IV
  Executive Vice President,
  General Counsel and Secretary


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TABLE OF CONTENTS

 

 

  1       Proxy Summary
  4       Questions and Answers About the Meeting
  7       Proposals for Vote
    7     Item 1 – Election of Directors
    7     Item 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
    8     Item 3 – Advisory Vote to Approve Named Executive Officer Compensation
    9     Item 4 – Approval of the Amended and Restated Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan
  17       Report on the Board of Directors and its Committees
    17     Our Board of Directors
    17     Nominees for Director
    19     Directors Remaining in Office
    24     Summary of Director Attributes and Skills
    25     2023 Board and Committee Meetings and Attendance
    25     Committee Charters
    26     Compensation Committee Interlocks and Insider Participation
    26     Meetings of Independent Directors
  27       Corporate Governance
    27     Separation of Board Chairman and Chief Executive Officer
    27     Board and Committee Evaluations
    27     Inclusion and Diversity
    29     Selection of Director Nominees
    29     Director Independence
    29     Risk Oversight
    30     Oversight of CyberSecurity
    30     Board and Committee Oversight of Corporate Responsibility
    31     Communications with the Board
    31     Other Directorships
    31     Code of Conduct
  32       Audit Committee Report and Independent Auditor Fees
    32       Report of the Audit Committee
    33      
Pre-Approval of Independent Auditor Fees and Services
Policy
    33      
Independent Registered Public Accounting Firm Fee
Disclosure
  34       Executive and Director Compensation
    34       Compensation Discussion and Analysis
    35       Philosophy
    35       Compensation Program Principles and Governance
    36       Compensation Process
    38       Analysis of Each Compensation Element
    44       Report of the Compensation Policy Committee
    45       Executive Compensation Tables and Discussion
      45     Summary Compensation Table
      53     CEO Pay Ratio
      54     Pay vs. Performance
      57     Compensation Arrangements for Non-Employee Directors
  60       Stock Ownership
    60      
Stock Ownership of Our Directors, Executive Officers and
Certain Beneficial Owners
  62       Transactions with Related Persons
    62      
Policy on Transactions and Arrangements with Related
Persons
    62       Delinquent Section 16 (a) Filings
    63       Certain Relationships and Potential Conflicts of Interest
  64      
Stockholder Proposals and Nominations for Directors For the
2025 Annual Meeting
  64       Other Information
  A-1      
Appendix A – Reconciliation of Non-GAAP Measures to GAAP
Measures (Unaudited)
  B-1      
Appendix B – Amended and Restated Marriott Vacations
Worldwide Corporation 2020 Equity Incentive Plan
 

 

Forward-Looking Statements and Website References

This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current fact, including statements regarding our goals and commitments, such as those relating to compensation objectives and corporate responsibility strategy and matters, made in this document are forward-looking. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.


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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, 2023 (the “2023 Annual Report”) carefully before voting.

VOTING MATTERS AND BOARD RECOMMENDATIONS

 

Proposal    Voting Recommendation    Page Reference

1 Election of four directors

   FOR each nominee    7

2 Ratification of appointment of independent registered public accounting firm

   FOR    7

3 Advisory vote to approve named executive officer compensation

   FOR    8

4 Approval of the Amended and Restated Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan

   FOR    9

CORPORATE GOVERNANCE HIGHLIGHTS

We believe that good corporate governance is integral to our business, and the Board of Directors (the “Board”) monitors developments in governance best practices to assure that it continues to meet its commitment to representation of stockholder interests. Below are some highlights of our corporate governance practices:

 

 

    Independent Chairman of the Board

 

    Separate Chairman and Chief Executive Officer (“CEO”) positions

 

    Standing committees composed exclusively of independent directors

 

    Regular executive sessions of the Board and Board committees

 

    Annual Board and committee evaluations

 

    Global ethics and corporate compliance program

 

    Board and committee oversight of corporate responsibility matters

 

    Commitment to seeking diversity on the Board

 

    Stock ownership guidelines for our executive officers and directors

 

    Robust executive succession planning process

 

    Strong risk management program

 

    Comprehensive Code of Business Conduct and Corporate Governance Principles

 

    Active Board oversight of Company strategy and risk management
 

CORPORATE RESPONSIBILITY INITIATIVES

As a leader and innovator in the vacation industry, the Company strives to uphold the highest standards of excellence in serving its customers, investors, and associates while maintaining exclusive, long-term relationships with Marriott International, Inc. and an affiliate of Hyatt Hotels Corporation for the development, sales, and marketing of vacation ownership products and services, operating exchange networks and membership programs, and providing management services to other resorts and lodging properties. Our core values help drive and inspire us and provide the framework to live fulfilling lives, both professionally and personally. Our core values and culture embody a commitment to ethical business practices and good corporate citizenship. As we work toward this goal, we are committed to managing the risks and opportunities that arise from corporate responsibility issues, providing transparency of our corporate responsibility performance and enabling strong executive and Board oversight of our overall corporate responsibility strategy. Our 2022 Environmental, Social and Governance Report is available on our website at www.marriottvacationsworldwide.com.

STOCKHOLDER ENGAGEMENT

We value our stockholders’ perspective on our business and each year regularly engage with them through a variety of activities to stay informed on the evolving perspectives of the investor community. We engage with stockholders on various matters, including industry trends, company performance, corporate governance, and executive compensation. In 2023, our key stockholder engagement activities included numerous virtual meetings and calls, 15 non-deal investor road show days, participation in ten investor conferences and our 2023 annual meeting of stockholders.

 

MARRIOTT VACATIONS WORLDWIDE 2024 PROXY STATEMENT   Proxy Summary   1


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SELECT PERFORMANCE AND BUSINESS HIGHLIGHTS

 

 

Consolidated Vacation Ownership contract sales were $1.77 billion for 2023, a 4% decrease compared to the prior year.

 

 

Net income attributable to common stockholders was $254 million for 2023, or $6.28 diluted earnings per share.

 

 

Adjusted net income attributable to common stockholders was $322 million for 2023, or $7.83 Adjusted diluted earnings per share.

 

 

Adjusted EBITDA was $761 million for 2023.

 

 

Adjusted net income attributable to common stockholders, Adjusted diluted earnings per share, and Adjusted EBITDA are financial measures that are not prescribed by United States generally accepted accounting principles (“GAAP”). Please refer to Appendix A for a reconciliation of these non-GAAP financial measures to the most directly comparable financial measures prescribed by GAAP, as well as our reasons for presenting these measures.

EXECUTIVE COMPENSATION HIGHLIGHTS

We seek to align the interests of our named executive officers (“NEOs”) with the interests of the Company’s stockholders. Certain important features of our executive compensation program include:

 

 

The program is designed to align financial results and sustainable stockholder value creation with the compensation of our executives.

 

 

Pay is tied to performance. Approximately 66% of our CEO’s and approximately 60% of the other NEOs’ fiscal 2023 total target compensation was performance based.

 

   

Approximately 63% of our CEO’s and approximately 52% of the other NEOs’ fiscal 2023 total target compensation was tied to stock performance.

 

2023 TARGET PAY MIX — CEO

 

 

LOGO

 

  

2023 TARGET PAY MIX — OTHER NEOs (Average)

 

 

LOGO

 

 

 

The Company maintains stock ownership guidelines that apply to all executive officers and directors.

 

 

The Company has strong governance policies related to executive compensation, and we employ appropriate compensation risk mitigating features.

 

2   Proxy Summary   2024 PROXY STATEMENT MARRIOTT VACATIONS WORLDWIDE


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DIRECTOR NOMINEES

Our Board currently consists of eleven members divided into three classes. At our 2023 Annual Meeting of Stockholders, our stockholders approved and adopted an amendment to our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to phase in the declassification of our Board commencing with the 2024 Annual Meeting of Stockholders. Under our Certificate of Incorporation, as so amended, beginning at this year’s Annual Meeting, the directors will be elected for one-year terms, and beginning with the 2026 Annual Meeting of Stockholders, the entire Board will be elected on an annual basis.

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 the Report on the Board of Directors and its Committees.

 

       

DIRECTOR

SINCE

  PRINCIPAL OCCUPATION  

INDE-

PENDENT

  COMMITTEE MEMBERSHIPS1   OTHER PUBLIC CO. BOARDS
NAME   AGE   AC   CPC   NCG

Lizanne Galbreath

  66   2018   Managing Partner, Galbreath & Company              

Mary E. Galligan

  61   2023   Former Managing Director, Cyber and Strategic Risk Practice, Deloitte                

Melquiades R. Martinez

  77   2011  

Former Chairman,

Southeast U.S. and Latin America,

J.P. Morgan Chase & Co.

                NVR, Inc.

Stephen R. Quazzo

  64   2018  

Chief Executive Officer,

Pearlmark Real Estate, LLC

            Phillips Edison & Company, Inc.

 

1

Audit Committee (“AC”), Compensation Policy Committee (“CPC”), Nominating and Corporate Governance Committee (“NCG”).

 

MARRIOTT VACATIONS WORLDWIDE 2024 PROXY STATEMENT   Proxy Summary   3


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PROXY STATEMENT

The Board of Directors (the “Board”) of Marriott Vacations Worldwide Corporation (“we,” “us,” “Marriott Vacations Worldwide,” “MVW” or the “Company”) is soliciting stockholders’ proxies in connection with the 2024 Annual Meeting of Stockholders of the Company, and at any adjournment or postponement thereof (the “Annual Meeting”). The mailing to stockholders of the Notice Regarding the Availability of Proxy Materials (the “Notice”) will take place on or about March 21, 2024.

 

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 10, 2024

 

The Notice of Annual Meeting and Proxy Statement and our

2023 Annual Report to stockholders are available at www.proxyvote.com.

 

 

QUESTIONS AND ANSWERS
ABOUT THE MEETING

 

 

Q.

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 for use at our Annual Meeting. This Proxy Statement describes the matters on which you, as a stockholder, are entitled to vote. It also gives you information on these matters so that you can make an informed decision.

 

Q.

How do I attend the virtual Annual Meeting?

You may attend the Annual Meeting online, including to vote, by logging in at www.virtualshareholdermeeting.com/VAC2024. The Annual Meeting will begin at approximately 9:00 a.m., Eastern Time, with log-in beginning at 8:45 a.m. on Friday, May 10, 2024.

You may attend and vote during the Annual Meeting via the Internet at www.virtualshareholdermeeting.com/VAC2024. You may also attend the meeting by proxy. You may submit questions in advance of the meeting at www.proxyvote.com.

 

Q.

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 stockholder of record who owned the Company’s common stock at the close of business on March 11, 2024. Each holder of record is entitled to one vote per share. There were 35,177,666 shares of common stock outstanding and entitled to vote on March 11, 2024.

To attend online and participate in the Annual Meeting, stockholders of record will need to use their control number on their Notice or proxy card to log into www.virtualshareholdermeeting.com/VAC2024; 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 encounter any difficulties accessing the Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual Annual Meeting landing page at www.virtualshareholdermeeting.com/VAC2024.

 

Q.

How do I ask questions?

You may submit a question in advance of the meeting at www.proxyvote.com. The Company will try to answer as many questions as possible during the time scheduled. Answers to appropriate investor questions received before the Annual Meeting will be posted on the Investor Relations page of the Company’s website as soon as practicable after the Annual Meeting to the extent such questions were not answered at the Annual Meeting. Additional information regarding the question and answer process, including the types of questions permitted, the time allotted for the question and answer session, and how questions will be addressed and disclosed, will be available in the Annual Meeting Rules of Conduct, which will be posted at the virtual Annual Meeting website during the Annual Meeting.

 

4   Questions and Answers about the Meeting   2024 PROXY STATEMENT MARRIOTT VACATIONS WORLDWIDE


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Q.

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 stockholders by providing access to these documents over the Internet instead of mailing a printed copy. Accordingly, we mailed a Notice to stockholders who elected to receive proxy materials by email. These stockholders have the ability to access, view and print the proxy materials on the website referred to in the Notice and request a printed set of proxy materials.

 

Q.

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 can also view the proxy materials for the meeting electronically at proxyvote.com. You may also 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.

 

Q.

What items will be voted on at the Annual Meeting?

Stockholders will vote on the following items at the Annual Meeting, if each is properly presented at the meeting:

 

  1.

Election of the four 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 2024 fiscal year;

 

  3.

Advisory vote to approve named executive officer compensation;

 

  4.

Approval of the Amended and Restated 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 appropriate questions from stockholders submitted in advance of the meeting.

 

Q.

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.

 

Q.

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, her or its 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 stockholders 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.

 

Q.

How do I vote?

 

LOGO

 

 

BY TELEPHONE

800-690-6903

(record holders)

 

   LOGO

 

 

BY INTERNET

www.proxyvote.com

 

   LOGO

 

 

BY MAIL

completing and returning your proxy card

  LOGO  

AT THE VIRTUAL MEETING

by electronic vote at the virtual meeting

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 of or during the Annual Meeting.

Stockholders who attend the virtual Annual Meeting should follow the instructions at www.virtualshareholdermeeting.com/VAC2024 to vote during the meeting. Voting online during the meeting will replace any previous votes.

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 are a beneficial owner, 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.

 

MARRIOTT VACATIONS WORLDWIDE 2024 PROXY STATEMENT   Questions and Answers about the Meeting   5


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Q.

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 are a beneficial owner, your bank or broker must vote according to specific instructions they receive from you, the beneficial owner. If your bank or broker does not receive specific instructions, they may in some cases vote the shares in their discretion, but are not permitted to vote on certain proposals and may elect not to vote on any of the proposals unless you provide voting instructions as to how to vote the shares. Therefore, we urge you to give voting instructions to your broker on all four voting items. Voting your shares will help to ensure that your interests are represented at the meeting. If you do not provide voting instructions and your bank or broker elects to vote your shares on some but not all matters, it will result in a ‘broker non-vote’ for the matters on which the bank or broker does not vote. Broker non-votes will be considered as present for quorum purposes, but they are not considered as votes cast and will not be counted in determining the outcome of the vote on the election of directors or on any of the other proposals to be voted on at the Annual Meeting.

 

Q.

What if I don’t mark the boxes on my proxy?

If you just sign and submit your proxy card without providing voting instructions, your shares will be voted “FOR” each director nominee listed in this Proxy Statement and “FOR” the other proposals as recommended by the Board and in accordance with the discretion of the holders of the proxy with respect to any other matters that may be voted upon.

 

Q.

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 online or represented by a properly completed or authorized proxy. This means that the four nominees who receive the highest number of “FOR” votes cast will be elected as directors. Stockholders cannot cumulate votes in the election of directors. Abstentions will have no effect on the outcome of this proposal.

The affirmative vote of holders of shares representing a majority in voting power of the votes cast, present online 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.

 

Q.

What constitutes a quorum?

The presence at the meeting, online 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.

 

Q.

Who can attend the Annual Meeting?

Only stockholders as of the record date, their proxy holders and our invited guests may attend the Annual Meeting.

 

Q.

Can I attend and participate in the Annual Meeting online if I vote by proxy?

Yes. Attending the Annual Meeting online does not revoke your proxy.

 

Q.

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, 7812 Palm Parkway, Orlando, Florida, 32836, Attention: Corporate Secretary;

 

 

voting by telephone or the Internet at www.proxyvote.com until 11:59 p.m., Eastern Time, on May 9, 2024; or

 

 

submitting a later-dated vote during the virtual Annual Meeting (www.virtualshareholdermeeting.com/VAC2024).

If your shares are held through a broker or other nominee, and you are not provided a 16-digit control number, you will need to contact that institution if you wish to change your voting instructions.

 

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PROPOSALS FOR VOTE

 

ITEM 1 – ELECTION OF DIRECTORS

The Board currently consists of eleven members and is divided into three classes. At our 2023 Annual Meeting of Stockholders, our stockholders approved and adopted an amendment to our Certificate of Incorporation to phase in the declassification of our Board commencing with the 2024 Annual Meeting of Stockholders. Under our Certificate of Incorporation, as so amended, the directors elected beginning at this year’s Annual Meeting will be elected for one-year terms, and beginning with the 2026 Annual Meeting of Stockholders, the entire Board will be elected on an annual basis. The current Class III directors include Lizanne Galbreath, Mary E. Galligan, Melquiades R. Martinez, and Stephen R. Quazzo, and the term of the Class III directors expires at the Annual Meeting. The Board proposes that Lizanne Galbreath, Mary E. Galligan, Melquiades R. Martinez, and Stephen R. Quazzo be elected for a term expiring at the 2025 Annual Meeting and until their successors are duly elected and qualified.

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 II directors, is set forth below in the section titled “Report on the Board of Directors and its Committees” beginning on page 17.

 

     

 

Our Board of Directors recommends that you vote FOR each of the four 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 2024 fiscal year. Although the Audit Committee has discretionary authority to appoint the independent auditor, the Board is seeking stockholder 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 stockholders. If the appointment of Ernst & Young is not ratified by stockholders, 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 online, 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 2024 fiscal year.

 

 

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ITEM 3 – ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

We are asking stockholders to approve an advisory resolution on the Company’s named executive officer compensation as reported in this Proxy Statement. As described below in “Compensation Discussion and Analysis” beginning on page 34, the Compensation Policy Committee of the Board (the “CPC”) 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 stockholder 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 stockholders to read the “Compensation Discussion and Analysis” section 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 NEOs. The CPC and the Board believe that the policies and procedures articulated in the “Compensation Discussion and Analysis” section 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 stockholders to approve the following advisory resolution at the Annual Meeting:

RESOLVED, that the stockholders 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 and Analysis, the Summary Compensation Table and the related compensation tables, notes and narrative in the Proxy Statement for the Company’s 2024 Annual Meeting of Stockholders.

This advisory resolution, commonly referred to as a “say-on-pay” resolution, is not binding on the Board. Although non-binding, the Board and the CPC 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, and therefore our next “say-on-pay” resolution will occur at the Company’s 2025 Annual Meeting of Stockholders.

 

     

 

Our Board of Directors recommends that you vote FOR the approval of the advisory resolution to approve executive compensation.

 

 

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ITEM 4 – APPROVAL OF THE AMENDED AND RESTATED MARRIOTT VACATIONS WORLDWIDE CORPORATION 2020 EQUITY INCENTIVE PLAN

We are asking our stockholders to approve the amended and restated Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan (the “Restated Plan”), which increases the aggregate number of shares of Common Stock that may be issued under the Restated Plan by 1,250,000 shares, extends the term of the Restated Plan to May 10, 2034, which is the tenth anniversary of the date of this Annual Meeting, and makes certain other administrative and clarifying changes. 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 Restated Plan will support the creation of long-term value and returns for our stockholders. We further believe that the Restated Plan strikes a proper balance between rewarding performance and limiting stockholder dilution. The purpose of the Restated Plan is to promote the best interests of our Company and our stockholders 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 Restated 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 stockholders, the Restated 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 Restated Plan because they will be eligible for awards under the Restated Plan. If our stockholders do not approve the Restated Plan, then the Restated Plan will become effective but without the increase to the number of shares of Common Stock that may be issued under the plan and without the extension of its term, which are the sole items that require stockholder approval.

Background of the Restated Plan; Information About Outstanding Awards

Prior to our stockholders’ approval of the Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan (the “2020 Plan”) at our 2020 Annual Stockholders Meeting, we granted 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”). When our stockholders approved the 2020 Plan, it superseded the Prior Plans and no new awards have been granted under the Prior Plans after such time.

As of March 11, 2024, there were 800,085 shares in the aggregate subject to outstanding stock appreciation rights (“SARs”) under the 2020 Plan and the Prior Plans, having a weighted average exercise price per share of $114.63 and a weighted average remaining term of six years. Also, as of March 11, 2024, there were 1,230,242 shares in the aggregate subject to unvested restricted stock unit and performance share awards under the 2020 Plan and the Prior Plans. The market value of one share of Common Stock as of the close of market on March 11, 2024 was $94.39.

Authorized Shares, Dilution and Run Rate

As of March 11, 2024, we had authorized and outstanding 35,177,666 shares of common stock, par value of $0.01 per share. Before giving effect to the Restated Plan, as of March 11, 2024, there were 2,030,327 shares of Common Stock subject to outstanding awards under the 2020 Plan and the Prior Plans, and 895,735 shares of our Common Stock remained available for grants under the 2020 Plan. The Board believes that this share reserve amount is insufficient to meet the future incentive needs of the Company and that the share reserve amount under the 2020 Plan should increase.

In order to determine the number of additional shares of common stock to be authorized under the Restated Plan, the Company, the CPC 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 stockholders. The Company and compensation consultant examined, and the CPC considered, a number of factors, including our historic run rate, existing overhang and dilution analysis.

The CPC recommended to the Board that 1,250,000 additional shares be authorized under the Restated Plan. The requested additional shares plus the shares already reserved under the 2020 Plan, plus the shares subject to outstanding awards as of March 11, 2024 represent a level of dilution of 11.9%, a level we believe to be reasonable.

The CPC 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.

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  

2023

     203,575               37,436        241,011        36,547,553        0.66

2022

     183,510        202,232        77,037        462,779        40,355,261        1.15

2021

     260,077        35,135        127,857        423,069        42,459,474        1.00

Three-Year Average Run Rate

                                                  0.94

 

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The CPC and the Board were satisfied that our run rate over the past three years was at an acceptable level.

Because this proposal to approve the Restated 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. The Board is seeking stockholder approval for the extension of the term of the Restated Plan and the additional pool of shares available under the Restated Plan, which it expects is sufficient for approximately three years of awards based upon the historic rates of awards by the CPC under the 2020 Plan. The current rationale and practices of the CPC with respect to equity awards and other incentives is set forth in “Executive and Director Compensation” herein.

Key Terms of the Restated Plan

 

Shares authorized    2,515,000 shares (consisting of the original 1,265,000 shares approved under the 2020 Plan plus an additional 1,250,000 shares under the Restated Plan), plus the number of shares reserved under the Prior MVW Plan that were not the subject of outstanding awards when the 2020 Plan became effective, plus certain shares that would have again become available under the Prior Plans if they had remained in effect
Award types   

  Stock options

 

  Stock appreciation rights

 

  Restricted stock awards

 

  Restricted stock unit awards

 

  Share-based awards

 

  Director share awards, stock appreciation rights and options

 

  Dividend equivalents

Key provisions:   

  No repricing of options or stock appreciation rights and no buyout of out-of-the money options or stock appreciation rights

 

  No discounted options or stock appreciation rights

 

  No dividends or dividend equivalents may be granted with respect to options or stock appreciation rights

 

  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

 

  Awards will be subject to the Company’s clawback/recoupment policies

 

  Director awards, when added to cash fees, cannot exceed $750,000 per fiscal year

Amendments:    Amendments require stockholder approval if required by the law, securities exchange requirements, or the market on which the shares are traded, or if diminishing certain stockholder protections
Administration:    By the Compensation Policy Committee of the Board

A summary description of the Restated Plan follows below. The summary description is qualified in its entirety by reference to the full text of the Restated Plan, which is attached to this proxy statement as Appendix B.

Purpose

The purposes of the Restated 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 stockholders by reinforcing the relationship between participant rewards and stockholder 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 Restated Plan

The CPC will administer the Restated Plan with respect to all participants. Subject to the express provisions of the Restated Plan, the CPC has full discretionary authority to:

 

 

construe or interpret the provisions of the Restated Plan and any award agreement;

 

 

prescribe, amend and rescind rules and regulations relating to the Restated Plan;

 

 

correct any defect, supply any omission or reconcile any inconsistency in the Restated Plan, any award or any award agreement; and

 

 

make all other determinations necessary or advisable for the administration of the Restated Plan.

 

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The determinations the CPC makes or takes under the provisions of the Restated Plan are final and binding. The CPC may delegate some or all of its authority under the Restated 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 CPC may grant awards under the Restated Plan to:

 

 

any non-union employee of our Company or our subsidiaries; and

 

 

any non-employee director of our Board.

Only our employees or employees of our subsidiaries may receive grants of incentive stock options (“ISOs”). There are approximately 21,300 employees and ten non-employee directors who currently meet the eligibility requirements to participate in the Restated Plan if it is approved by our stockholders.

Shares Subject to the Restated Plan and Director Pay Limits

The Restated Plan provides that the following shares of our common stock are reserved for issuance under the plan: 2,515,000 shares (comprised of the original 1,265,000 shares approved under the 2020 Plan plus the new 1,250,000 shares being requested under the Restated Plan), plus the number of shares reserved under the Prior MVW Plan that were not the subject of outstanding awards as of the date the 2020 Plan became effective, plus any shares subject to outstanding awards under the 2020 Plan or 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 Restated 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 Restated Plan, to a non-employee director shall not exceed $750,000 during any fiscal year. The number of shares reserved under the Restated 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 Restated Plan can be replenished or increased by certain terminated or forfeited awards. Specifically, to the extent (1) an award granted under the Restated 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 Restated Plan’s reserve and may again be used for new awards under the Restated Plan. Shares recredited to the Restated 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 Restated Plan, any shares subject to awards granted under the 2020 Plan or Prior Plans would become available to be re-credited to the 2020 Plan’s or 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 Restated 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 CPC shall adjust the number and class of shares subject to the Restated 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 CPC may make such other equitable substitutions or adjustments as the CPC, in its sole discretion, determines to be appropriate and equitable to prevent dilution or enlargement of rights.

In addition to making such adjustments, the CPC or the board of directors, compensation committee or similar body of any legal entity assuming the obligations of the Company under the Restated 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.

 

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Types of Awards

Stock Appreciation Rights and Options

The CPC may grant 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 SARs 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 CPC 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 Restated 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 CPC 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 CPC 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 CPC, 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 CPC also may allow cashless exercise in appropriate circumstances.

Except as otherwise provided by the CPC, upon the employee’s retirement with specific approval from the CPC 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 CPC upon termination of an employee’s employment for any other reason, or upon expiration of an approved leave of absence if the employee does not return to work, 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 CPC may award shares of restricted stock to eligible employees in such amounts, and bearing such restrictions, as the CPC may determine. Each restricted stock award is subject to certain conditions specified by the CPC 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 CPC) 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 CPC 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 CPC 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 CPC following attainment of age fifty-five with ten years of service. Unless otherwise determined by the CPC if the employee dies or becomes permanently and totally disabled, the shares of restricted stock will vest in full. Unless otherwise determined by the CPC, 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. 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 CPC in its sole discretion.

Restricted Stock Unit Awards

The CPC 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 CPC 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.

 

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Unless otherwise determined by the CPC, if an employee dies or becomes disabled, the employee’s RSUs will vest in full. Unless otherwise determined by the CPC, if an employee terminates employment as an approved retiree (attainment of age fifty-five with ten years of service) or due to death or 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 CPC, 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 CPC grants dividend equivalents units with respect to the RSUs, the CPC 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 CPC may grant other share-based awards to eligible employees in such number, and upon such terms and conditions, as the CPC 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 CPC. 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 CPC.

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 CPC 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 CPC, by withholding shares deliverable upon exercise or delivery of previously acquired shares, or by a combination of cash and shares. The CPC 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 CPC 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 not to exceed the maximum statutory tax withholding amount, withheld to satisfy such withholding tax obligations. The CPC may also allow award holders to satisfy their tax withholding obligations by use of a broker-assisted sell-to-cover transaction, in which the shares that are delivered or that become vested under the award are sold in the market, and the proceeds remitted to the Company in satisfaction of the withholding taxes.

Change of Control

Unless otherwise specified in an award agreement or determined by the CPC, 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 Restated Plan, a Restated 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 number of days in 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

 

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SARs, fully exercisable. In the CPC’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 CPC, 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 Restated 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 CPC 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 Restated 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 Restated Plan

The Board may alter, amend, suspend or terminate the Restated 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 Restated Plan on the approval of the stockholders. Stockholder 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 Restated Plan or any award may adversely affect in any material way any award previously granted under the Restated Plan, without the written consent of the holder of the award.

Duration of the Restated Plan

Unless earlier terminated by the Board, the Restated Plan will remain in effect until the earlier of (a) the date that is ten years from the date our stockholders approve the Restated Plan or (b) the date all shares reserved for issuance under the Restated 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 Restated 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 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.

 

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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.

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 Restated 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 Restated 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 Restated Plan, and we expect to seek to structure awards under the Restated Plan, to be exempt from Section 409A or comply with Section 409A. The Restated 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; Aggregate Past Grants Under the 2020 Plan

We cannot currently determine the awards that may be granted under the Restated Plan in the future to the executive officers named in this Proxy Statement or to other officers, employees, or other persons, provided, however, that pursuant to our non-employee director compensation program, non-employee directors are currently eligible to receive, at the time of the Company’s annual meeting, an annual equity grant with a grant date value of $175,000 for each non-employee director other than the Chairman and $250,000 for the Chairman. As a result, we anticipate our non-employee directors will receive the foregoing grants, as applicable, subject to continued service through the grant date as such may be adjusted by the CPC in the future. Other than the

 

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foregoing, the CPC will make determinations regarding equity awards from time to time. The following table sets forth, with respect to the individuals and groups named below: the aggregate number of shares subject to SARs granted under the 2020 Plan (whether or not outstanding, vested or forfeited, as applicable) as of March 11, 2024, and the aggregate number of shares subject to awards of restricted stock and restricted stock units (including performance-based restricted stock units, calculated at target performance) granted under the 2020 Plan (whether or not outstanding, vested or forfeited, as applicable) as of March 11, 2024.

 

Name of Individual or Group    Number of SARs
Granted (#)
   Number of Shares Subject
to Stock Awards (#)
John E. Geller, Jr., President and Chief Executive Officer    72,585    100,026
Jason P. Marino, Executive Vice President and Chief Financial Officer    9,962    23,406
Anthony E. Terry, Former Executive Vice President and Chief Financial Officer    11,998    18,445
Brian E. Miller, President, Vacation Ownership    29,066    38,258
Jeanette E. Marbert, President, Exchange and Third-Party Management    22,226    27,310
James H Hunter, IV, Executive Vice President and General Counsel    21,188    26,743
All current executive officers as a group    184,304    272,684
All current non-employee directors as a group       34,049
Each associate of any such directors or executive officers      
Each other person who received or is to receive five percent of such options, warrants or rights: Stephen P. Weisz    70,588   
All other current employees (including all current officers who are not executive officers) as a group    144,785    1,003,196

Registration with the SEC

Subject to stockholder approval of this proposal, the Company intends to file with the SEC a registration statement on Form S-8 covering the new shares reserved for issuance under the Restated Plan in May 2024.

Equity Compensation Plan Information.

The following table provides information about our equity compensation plans as of December 31, 2023.

 

Plan Category    Number of securities to be issued
upon the exercise of outstanding
options, warrants, rights and
performance share awards 1,2
    

Weighted-average

exercise price of
outstanding
options, warrants
and rights 3

     Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in the first column)
4
 

Equity compensation plans approved by security holders

     1,567,866      $ 116.56        1,811,193  

Equity compensation plans not approved by security holders

          $         

Total

     1,567,866      $ 116.56        1,811,193  

 

1

Consists of 720,028 SARs to purchase shares of our Common Stock,192,724 performance shares representing a payout equal to 200% of target that would be payable in the event that we achieve the maximum performance level and 655,114 non-vested restricted stock units.

 

2

We do not pay dividends or dividend equivalents with respect to options to purchase our Common Stock, SARs or performance share awards.

 

3

Consists of the weighted-average exercise price of outstanding SARs and does not take into account performance share and restricted stock unit awards, which do not have an exercise price. As of December 31, 2023, the weighted-average remaining term of outstanding SARs was five years.

 

4

Consists of 337,026 shares available under the Marriott Vacations Worldwide Corporation Employee Stock Purchase Plan and 1,474,167 shares available under the 2020 Plan.

 

     

 

Our Board of Directors recommends that you vote FOR the approval of the Amended and Restated Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan.

 

 

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REPORT ON THE BOARD OF DIRECTORS AND ITS COMMITTEES

 

OUR BOARD OF DIRECTORS

Our Board currently consists of eleven members. At our 2023 Annual Meeting of Stockholders, our stockholders approved and adopted an amendment to our Certificate of Incorporation to phase in the declassification of our Board commencing with the 2024 Annual Meeting of Stockholders. Under our Certificate of Incorporation, as so amended, the directors elected beginning at this year’s Annual Meeting will be elected for one-year terms, and beginning with the 2026 Annual Meeting of Stockholders, the entire Board will be elected on an annual basis.

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 the New York Stock Exchange (the “NYSE”) other than John E. Geller, Jr., our President and Chief Executive Officer.

Nominees for Director

The Board has nominated four directors to be elected at the Annual Meeting to serve for a one-year term ending with the 2025 Annual Meeting of Stockholders, or until the director’s successor is duly elected and qualified, or the director’s earlier death, resignation or removal.

 

LIZANNE GALBREATH

Age: 66

Director Since: 2018

Independent: Yes

  

Committees:

  Compensation Policy

  Nominating and Corporate Governance

Experience

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 was a director of Paramount Group, Inc., a publicly traded REIT, from 2014 to 2020. She was also a director of Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”), a publicly traded hotel and leisure company, from 2005 to September 2016. She served as a director of ILG, Inc. (“ILG”), a publicly traded vacation ownership company, from May 2016 through August 2018, prior to the Company’s acquisition of ILG.

Skills and Experience

Ms. Galbreath provides the Board with the benefit of her senior leadership experience as managing partner 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 member of the boards of directors and committees of the boards of directors of other publicly traded companies.

 

 

LOGO

 

Corporate

Leadership

  LOGO   Independence   LOGO   Diversity   LOGO  

Public Company Board

Service & Governance

  LOGO  

Human Capital, Professional

Development & Organizational Culture

 

LOGO

  Vacation Ownership 
& Lodging Industry
  LOGO  

Real Estate &

Business Development

  LOGO  

 

Business Development / Mergers & Acquisitions

  LOGO   Strategic Planning    

 

MARRIOTT VACATIONS WORLDWIDE 2024 PROXY STATEMENT   Report on the Board of Directors and its Committees   17


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MARY E. GALLIGAN

Age: 61

Director Since: 2023

Independent: Yes

  

Committees:

  Compensation Policy

Experience

Ms. Galligan served as Managing Director in the Cyber and Strategic Risk practice from September 2013 to October 2023 of Deloitte LLP, a multinational accounting firm, and led the response to several high-profile cyber breaches at Deloitte’s clients. She also served as an advisor to Fortune 500 boards of directors and senior executives in how to address global cyber incidents. Ms. Galligan started her cyber and crisis management career in 1988 as a special agent of the Federal Bureau of Investigation ("FBI"). She assumed positions of increasing responsibility and most recently served as Special Agent in Charge of Cyber and Special Operations, a 500-person division of the New York Office of the FBI. Ms. Galligan is also a director on the Intermediate Holding Company Board of Barclays, US LLC, a non-publicly traded company.

Skills and Experience

Ms. Galligan provides the Board with the benefit of her significant cyber security experience working for the U.S. government and advising multinational companies. Ms. Galligan is also an experienced leader, decision maker and problem solver.

 

 

LOGO

 

Corporate

Leadership

  LOGO   Independence   LOGO   Diversity   LOGO   Risk Management     LOGO     Legal, Regulatory & Government Relations
LOGO   Digital & Social Media  

 

LOGO

 

Technology & Cybersecurity

           

 

MELQUIADES R. MARTINEZ

Age: 77

Director Since: 2011

Independent: Yes

  

Committees:

  None

Experience

Mr. Martinez served as Chairman of the Southeast U.S. and Latin America, JPMorgan Chase & Co., a multinational finance company from July 2010 until his retirement in March 2023. 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 Inc., a publicly traded homebuilder. He also serves on the board of the National Endowment of Democracy.

Skills and Experience

Mr. Martinez provides our Board with the benefit of his vast experience in the public and private sectors 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.

 

 

LOGO

 

Corporate

Leadership

 

LOGO

  Independence   LOGO   Diversity     LOGO    

Public Company Board

Service & Governance

    LOGO     Risk Management     LOGO    

Strategic

Planning

LOGO

  Global Expertise  

LOGO

 

 

 

Legal, Regulatory & Government Relations

 

LOGO

  Financial & Capital Markets     LOGO    

Human Capital, Professional

Development & Organizational Culture

       

 

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STEPHEN R. QUAZZO

Age: 64

Director Since: 2018

Independent: Yes

  

Committees:

  Audit

  Nominating and Corporate Governance (Chair)

Experience

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 from May 2016 through August 2018, prior to the Company’s acquisition of ILG.

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.

 

 

LOGO

 

Corporate

Leadership

  LOGO   Independence   LOGO   Financial & Capital Markets   LOGO   Accounting & Financial Reporting     LOGO    

Public Company Board

Service & Governance

LOGO  

Vacation Ownership

& Lodging Industry

 

LOGO

 

Real Estate &

Business Development

 

LOGO

 

 

Business Development / Mergers & Acquisitions

       

Directors Remaining in Office

 

Name      Age        Position(s) Held in Company   

Director

Since

      

Term to

Expire

       Independent 

Charles E. "C.E." Andrews

       72        Director      2013          2026        Yes

Raymond L. Gellein, Jr.

       76        Director      2011          2025        Yes

John E. Geller, Jr.

       57        Director, President and Chief Executive Officer      2023          2025        No

Jonice M. Gray

       49        Director      2021          2025        Yes

William W. McCarten

       75        Director      2011          2026        Yes

Dianna F. Morgan

       72        Director      2013          2025        Yes

William J. Shaw

       78        Director, Chairman      2011          2026        Yes

 

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CHARLES E. "C.E." ANDREWS

Age: 72

Director Since: 2013

Independent: Yes

  

Committees:

  Audit (Chair)

  Nominating and Corporate Governance

Experience

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 Washington Mutual Investors Fund, a publicly traded mutual fund, and NVR, Inc., a publicly traded homebuilder. In addition, he serves on the Board of Directors of Trustar Bank, a state chartered bank. Mr. Andrews served on the Board of Directors of WashingtonFirst Bankshares, Inc. from 2012 until it was acquired in 2018.

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.

 

 

LOGO

 

Corporate

Leadership

 

LOGO

  Independence  

LOGO

  Financial & Capital Markets  

LOGO

  Accounting & Financial Reporting  

LOGO

  Business Development / Mergers & Acquisitions

 

LOGO

 

Public Company Board

Service & Governance

 

LOGO

  Risk
Management
 

LOGO

  Strategic Planning  

 

LOGO

  Global Expertise  

LOGO

 

 

Legal, Regulatory & Government Relations

LOGO   Compliance  

 

LOGO

 

 

Human Capital, Professional

Development & Organizational Culture

 

 

LOGO

 

 

Technology & Cybersecurity

       

 

LOGO

 

Vacation Ownership & Lodging Industry

               

 

RAYMOND L. GELLEIN, JR.

Age: 76

Director Since: 2011

Independent: Yes

  

Committees:

  Audit

  Compensation Policy

Experience

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 real estate investment trust (“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 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 previously served as Vice Chairman of Mind and Life Institute.

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.

 

 

LOGO

 

Corporate

Leadership

 

LOGO

  Independence  

LOGO

  Financial & Capital Markets  

LOGO

  Business Development / Mergers & Acquisitions  

LOGO

 

Public Company Board

Service & Governance

 

LOGO

 

Risk

Management

 

LOGO

  Strategic Planning  

LOGO

  Global Expertise  

 

LOGO

  Vacation Ownership & Lodging Industry  

LOGO

 

 

Legal, Regulatory & Government Relations

 

LOGO

 

Sales & Marketing/

Consumer Insights

 

LOGO

  Real Estate & Business Development  

 

 

LOGO

 

 

Human Capital, Professional

Development & Organizational Culture

 

LOGO

  Accounting & Financial Reporting    

 

LOGO

  Compliance            

 

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JOHN E. GELLER, JR.

Age: 57

Director Since: 2023

Independent: No

  

Committees:

  None

Experience

John E. Geller, Jr. has served as our Chief Executive Officer since January 2023 and as President since October 2021. He was previously President and Chief Financial Officer from January 2021 to October 2021. Mr. Geller served as our Executive Vice President and Chief Financial and Administrative Officer from January 2018 to January 2021. He also served as our Executive Vice President and Chief Financial Officer from 2009 to January 2018. Mr. Geller joined Marriott International in 2005 as Senior Vice President and Chief Audit Executive and Information Security Officer. In 2008, he led finance and accounting for Marriott International’s North American Lodging Operation’s West region as Chief Financial Officer. Mr. Geller began his professional career at Arthur Andersen, where he was promoted to audit partner in its real estate and hospitality practice in 2000. During 2002 and 2003, he was an audit partner with Ernst & Young in its real estate and hospitality practice. Mr. Geller served as Chief Financial Officer at AutoStar Realty in 2004.

 

 

LOGO

 

Corporate

Leadership

 

LOGO

  Compliance  

LOGO

  Financial & Capital Markets  

LOGO

  Accounting & Financial Reporting  

LOGO

  Business Development / Mergers & Acquisitions

 

LOGO

 

Sales & Marketing/

Consumer Insights

 

LOGO

 

Risk

Management

 

LOGO

  Strategic Planning  

 

LOGO

  Global Expertise  

LOGO

 

 

Vacation Ownership & Lodging Industry

LOGO

 

Public Company Board

Service & Governance

 

LOGO

 

Real Estate & Business

Development

 

 

 

LOGO

 

 

Human Capital, Professional

Development & Organizational Culture

 

LOGO

 

 

Technology & Cybersecurity

   

 

JONICE M. GRAY

Age: 49

Director Since: 2021

Independent: Yes

  

Committees:

  Audit

  Nominating & Corporate Governance

Experience

Ms. Gray is a Partner with Paul Hastings, LLP, a global law firm, practicing in the Financial Services - Investigations, Regulation, and Litigation Group. Throughout her professional career, Ms. Gray has specialized in work with banks, non-bank financial institutions, and other companies providing financial products and services. She works with some of the largest bank and non-bank financial institutions, emerging companies such as fintechs, and retailers whose business operations include consumer and commercial finance. Ms. Gray’s work is focused on representing corporate clients in high-stakes legal proceedings, including matters initiated by federal and state regulators, private civil litigation, and internal investigations. Ms. Gray’s work includes particularized focus on matters related to consumer protection and corporate compliance. Ms. Gray routinely provides strategic advice to senior corporate leaders, including Boards of Directors, as they navigate complex, and often unexpected, business and legal challenges. In view of the nature of her practice, this work often involves crisis management.

Skills and Experience

Ms. Gray has been deeply professionally engaged as a leader in her industry. She is the Immediate Past Chair of the American Bar Association’s Banking Law Committee, which had over 2,000 members during her three-year term. She now sits on the Leadership Council for the American Bar Association’s Business Law Section and the Executive Council of the Federal Bar Association’s Banking Law Section. She has delivered over 300 speeches and authored more than 20 articles in the past few years on financial services matters. Outside of her professional work, Ms. Gray has served as a Director and as a senior leader for numerous non-profit organizations. Her current affiliations include serving on the Executive Committee of the Board of Directors for The Legal Aid Society of the District of Columbia and on the Advisory Board for the Ron Brown Scholars Program. Prior to joining Paul Hastings, Ms. Gray was a Founding Partner and Governing Board Member of another international law firm. She holds a BA from the University of Virginia (Phi Beta Kappa) and a JD from Yale Law School. Ms. Gray brings to the Board a fresh and unique perspective in the areas of financial and capital markets, regulatory affairs, consumer protection, risk and crisis management, and technology. These attributes will be an asset to the Company as it continues to make investments designed to drive continued, sustainable future growth.

 

 

LOGO

 

Corporate

Leadership

 

LOGO

  Independence  

LOGO

  Diversity  

LOGO

 

Risk

Management

 

LOGO

  Strategic Planning  

LOGO

  Public Company Board Service & Governance

 

LOGO

  Compliance  

LOGO

 

Sales & Marketing/

Consumer Insights

 

LOGO

  Technology & Cybersecurity  

LOGO

  Legal, Regulatory & Government Relations  

LOGO

  Digital & Social Media    

 

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Table of Contents
WILLIAM W. McCARTEN

Age: 75

Director Since: 2011

Independent: Yes

  

Committees:

  Audit

  Compensation Policy

Experience

Mr. McCarten has served as non-executive Chairman of the Board of DiamondRock Hospitality Company, a publicly traded lodging REIT, 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 former director of Cracker Barrel Old Country Store, Inc., a publicly traded company.

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.

 

 

LOGO

 

Corporate

Leadership

 

LOGO

  Independence  

LOGO

  Financial & Capital Markets  

LOGO

  Accounting & Financial Reporting     LOGO     Business Development / Mergers & Acquisitions

 

LOGO

 

Public Company Board

Service & Governance

 

 

LOGO

  Strategic Planning  

 

LOGO

  Vacation Ownership & Lodging Industry  

LOGO

  Real Estate & Business Development  

 

 

 

 

 

LOGO

 

 

 

 

 

Human Capital, Professional

Development & Organizational Culture

 

DIANNA F. MORGAN

Age: 72

Director Since: 2013

Independent: Yes

  

Committees:

  Compensation Policy (Chair)

  Nominating and Corporate Governance

Experience

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. Within the last five years, she served on the Board of Directors of Chesapeake Utilities Corporation, a publicly traded diversified energy corporation, the Board of Trustees of Hersha Hospitality Trust, a publicly traded REIT, and the Board of Directors of CNL Health Care Properties II, a publicly traded REIT.

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.

 

 

LOGO

 

Corporate

Leadership

  LOGO   Independence   LOGO   Diversity   LOGO  

Public Company Board

Service & Governance

  LOGO  

Risk

Management

 

LOGO

 

Vacation Ownership &

Lodging Industry

  LOGO   Legal, Regulatory & Government Relations   LOGO  

Sales & Marketing/

Consumer Insights

  LOGO   Strategic Planning   LOGO   Real Estate & Business Development

 

 

 

LOGO

 

 

Human Capital, Professional

Development & Organizational Culture

               

 

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WILLIAM J. SHAW, CHAIRMAN

Age: 78

Director Since: 2011

Independent: Yes

  

Committees:

  None

Experience

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 REIT. He also serves on the Board of Trustees of the University of Notre Dame.

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.

 

 

LOGO

 

Corporate

Leadership

 

LOGO

  Independence  

LOGO

  Financial & Capital Markets  

LOGO

  Accounting & Financial Reporting  

LOGO

  Business Development / Mergers & Acquisitions

 

LOGO

 

Public Company Board

Service & Governance

 

LOGO

 

Risk

Management

 

LOGO

  Strategic Planning  

LOGO

  Global Expertise  

LOGO

  Vacation Ownership & Lodging Industry

 

LOGO

  Legal, Regulatory & Government Relations  

LOGO

  Real Estate & Business Development  

 

 

LOGO

 

 

Human Capital, Professional

Development & Organizational Culture

 

LOGO

  Technology & Cybersecurity    

 

MARRIOTT VACATIONS WORLDWIDE 2024 PROXY STATEMENT   Report on the Board of Directors and its Committees   23


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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 stockholders. The following highlights certain key characteristics of our directors. Additional information can be found in their biographies.

 

          Shaw   Andrews   Galbreath   Galligan   Gellein   Geller   Gray   Martinez   McCarten   Morgan   Quazzo

 

LOGO

  Corporate Leadership is important because directors with experience running public companies, private companies or other large organizations typically possess strong leadership qualities.   🌑   🌑   🌑   🌑   🌑   🌑   🌑   🌑   🌑   🌑   🌑

 

LOGO

  Independence satisfies the independence requirement of the NYSE and our Corporate Governance Guidelines.   🌑   🌑   🌑   🌑   🌑       🌑   🌑   🌑   🌑   🌑

 

LOGO

  Diversity adds perspective through diversity in, among other areas, gender, ethnic background and race.           🌑   🌑           🌑   🌑       🌑    

 

LOGO

  Financial & Capital Markets experience helps Board members advise on our capital structure and financing and investing activities.   🌑   🌑           🌑   🌑       🌑   🌑       🌑

 

LOGO

  Accounting & Financial Reporting experience is important in overseeing our financial reporting and internal controls to assure transparency and accuracy.   🌑   🌑           🌑   🌑           🌑       🌑

 

LOGO

  Business Development / Mergers & Acquisitions experience supports our goal of selectively pursuing compelling new business opportunities.   🌑   🌑   🌑       🌑   🌑           🌑       🌑

 

LOGO

  Public Company Board Service & Governance experience supports our goals of accountability, transparency and protection of stockholder interests.   🌑   🌑   🌑       🌑   🌑   🌑   🌑   🌑   🌑   🌑

 

LOGO

  Risk Management experience supports oversight of our processes for assessing and managing risk.   🌑   🌑       🌑   🌑   🌑   🌑   🌑       🌑    

 

LOGO

  Strategic Planning experience allows the Board to evaluate and challenge our strategic plans.   🌑   🌑   🌑       🌑   🌑   🌑       🌑   🌑    

 

LOGO

  Global Expertise supports our goal of continuing growth globally.   🌑   🌑           🌑   🌑       🌑            

LOGO

  Vacation Ownership & Lodging Industry experience is important in overseeing the development and implementation of our business strategy and operating plan.   🌑   🌑   🌑       🌑   🌑           🌑   🌑   🌑

 

LOGO

  Legal, Regulatory & Government Relations experience is relevant because we operate in a heavily regulated industry.   🌑   🌑       🌑   🌑       🌑   🌑       🌑    

 

LOGO

  Compliance experience helps set the tone at the top to encourage our employees to act ethically and legally.       🌑           🌑   🌑   🌑                

 

LOGO

  Sales & Marketing/Consumer Insights experience is important in understanding the consumer-driven aspects of our business in order to deliver outstanding products and services.                   🌑   🌑   🌑           🌑    

 

LOGO

  Real Estate & Business Development experience aids in understanding and reviewing our business and strategy.   🌑       🌑       🌑   🌑           🌑   🌑   🌑

LOGO

  Human Capital, Professional Development & Organizational Culture experience helps us attract, motivate and retain top candidates for positions throughout our global workforce.   🌑   🌑   🌑       🌑   🌑       🌑   🌑   🌑    

LOGO

  Technology & Cybersecurity experience is relevant as we look for ways to assess and address the risks associated with our technology and cyber activities.   🌑   🌑       🌑       🌑   🌑                

 

24   Report on the Board of Directors and its Committees   2024 PROXY STATEMENT MARRIOTT VACATIONS WORLDWIDE


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          Shaw   Andrews   Galbreath   Galligan   Gellein   Geller   Gray   Martinez   McCarten   Morgan   Quazzo

 

LOGO

  Digital & Social Media experience is relevant as we look for ways to enhance the customer experience and internal operations.               🌑           🌑                
  Total   14   14   9   7   15   14   11   9   10   11   8
Demographics                      
  Race/Ethnicity                                            
 

White

  🌑   🌑   🌑   🌑   🌑   🌑           🌑   🌑   🌑
 

Hispanic or Latin American

                              🌑            
 

Black or African American

                          🌑                
  Gender                                            
 

Male

  🌑   🌑           🌑   🌑       🌑   🌑       🌑
   

Female

          🌑   🌑           🌑           🌑    

Board Composition

 

10 of 11

Independent Directors

 

8 years

Average Tenure of Directors

 

67.9 years

Average Age of Directors

 

36%

Gender/Racially Diverse Directors

Please refer to Item 1, “Business,” of our 2023 Annual Report for information regarding our executive officers.

2023 BOARD AND COMMITTEE MEETINGS AND ATTENDANCE

Our Board met six times in 2023. No incumbent member of the Board attended fewer than 75% of the aggregate of the total number of meetings of the Board and the total number of meetings held by all committees of the Board on which such director served. Directors are expected to attend annual meetings of stockholders, and each of our directors attended the 2023 Annual Meeting of Stockholders.

COMMITTEE CHARTERS

The charters of the Audit, Compensation Policy, and Nominating and Corporate Governance Committees, as well as our Corporate Governance Guidelines, 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 2023 and through the date of this Proxy Statement 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.

Jonice M. Gray

William W. McCarten

Stephen R. Quazzo

  

Dianna F. Morgan (Chair)

Lizanne Galbreath

Mary E. Galligan1

Raymond L. Gellein, Jr.

William W. McCarten

Stephen R. Quazzo2

  

Stephen R. Quazzo (Chair)1

C.E. Andrews

Lizanne Galbreath

Jonice M. Gray

Melquiades R. Martinez3

Dianna F. Morgan

 

1

Effective February 16, 2024.

 

2

Mr. Quazzo served on the Compensation Policy Committee through February 16, 2024.

 

3

Mr. Martinez served as Chair of the Nominating and Corporate Governance Committee through February 16, 2024.

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 2023. Each member of the Audit Committee is financially literate under applicable SEC and NYSE standards. In addition, Mr. Andrews, Mr. McCarten and Mr. Quazzo 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

 

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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;

 

 

overseeing the performance of our internal audit function and the independent auditor; and

 

 

overseeing the Company’s corporate responsibility reporting and internal controls and disclosure procedures concerning corporate responsibility matters.

Compensation Policy Committee. The Board has determined that each of the members of the CPC is independent as defined under our Corporate Governance Principles and the NYSE Listing Standards for compensation committee members. The CPC met five times in 2023.

The responsibilities of the CPC 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;

 

 

reviewing the compensation of non-employee directors and recommending any changes in compensation to the Board; and

 

 

reviewing corporate responsibility matters relating to the Company’s workforce and key aspects of the Company’s human resources strategies, policies and programs.

The CPC may delegate any of its responsibilities to subcommittees as the CPC may deem appropriate.

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 five times in 2023.

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;

 

 

performing a leadership role in shaping our corporate governance; and

 

 

reviewing and making recommendations to the Board regarding sustainability matters, including corporate responsibility matters.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the members of the CPC 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 or as an interlocking relationship.

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.

 

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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” under the “Investor Relations” tab. 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 at this time, allowing our Chief Executive Officer to focus on his duties while benefiting 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 annually evaluate their own performance. The evaluation process is overseen by the Nominating and Corporate Governance Committee, which recommends enhancements to Board and committee effectiveness as appropriate. The process includes distribution of questionnaires to each director, Board and committee discussions in executive session led by the Chairman or relevant committee chair, and opportunities for discussions between individual directors and the Chairman, committee chairs, and/or the Corporate Secretary.

 

Topics covered by the 2023 evaluation process included:

   

  Board and committee structure; overall evaluation

 

  Oversight of key strategic, operational and compliance risks

  Effectiveness of meetings

 

  Frequency and breadth of executive sessions

  Adequacy of materials

 

  Skills and qualifications of Board and Committee members

 

  Quality of deliberations and communication with management

 

   

The results from the 2023 evaluation process were positive and confirmed our belief that our Board upholds a high level of Board effectiveness and governance.

INCLUSION AND DIVERSITY

At Marriott Vacations Worldwide, we are in the business of bringing people together. Like our customers, our associates come from diverse backgrounds, offering invaluably distinct perspectives. Throughout the year, we infused our associate communications and associate experience programming with touchpoints designed to educate, commemorate, and celebrate key events and milestones, and further build on our vibrant culture of inclusion. We have established an Executive Inclusion Council, which is comprised of senior leaders dedicated to enabling and championing inclusion and diversity initiatives throughout the organization. Our inclusion and diversity commitment statement is “MVW is committed to cultivating inclusion and fostering diversity in all aspects of our business. We provide treasured vacation experiences to our customers around the world and work to create an inclusive, diverse, and caring environment for our associates. We support a Life Fulfilled for all individuals and embrace the notion that we are Better Together.”

 

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2023 Workforce Composition (as of 12/31/2023)

 

LOGO

 

1 

Based on voluntarily disclosed data from United States associates.

 

28   Corporate Governance   2024 PROXY STATEMENT MARRIOTT VACATIONS WORLDWIDE


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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 stockholders and fulfilling a director’s duties and responsibilities, which include attending Board meetings and our annual stockholders 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 stockholders, 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 stockholders for election to the Board. The Board also determines the number of directors on the Board. Ms. Galligan was recommended to the Board by a non-management director.

The Nominating and Corporate Governance Committee identifies candidates 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 stockholders. Stockholders may recommend candidates for consideration by the Nominating and Corporate Governance Committee by submitting the names and supporting information to: Marriott Vacations Worldwide Corporation, 7812 Palm Parkway, Orlando, Florida, 32836, Attention: Corporate Secretary. Candidates recommended by stockholders are considered on the same basis as those from other sources.

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 current directors, other than John E. Geller, Jr., 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, including any heightened standards applicable to committee members.

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 our Executive Vice President and Chief Financial Officer and our Senior Vice President, Internal Audit (who is our Chief Audit Executive), 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.

Each of the Board’s committees addresses risks that fall within that committee’s area of responsibility.

Our Audit Committee is responsible for a number of risk oversight functions, including the periodic review of the audit plan of the internal audit department, the tax function, treasury operations, and insurance, as well as conducting oversight of legal and regulatory risks and cybersecurity. The Audit Committee receives regular reports from: the corporate controllership and our outside independent accounting firm on financial reporting matters; the internal audit department about significant findings; and the General Counsel regarding legal and regulatory risks, and as discussed below with respect to cybersecurity. The Audit Committee incorporates its risk assessment function into its reports to the Board.

Our CPC 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 CPC believes that our compensation programs do not present risks that are reasonably likely to have a material adverse effect on the Company. The CPC is also responsible for oversight of risks related to our workforce and key aspects of the Company’s human resources strategies, policies and programs with respect to organizational development activities, including, but not limited to, initiatives relating to inclusion and diversity and other social responsibility matters.

Our Nominating and Corporate Governance Committee plays a central role in oversight of corporate responsibility risk and the Company’s corporate responsibility functions, objectives, strategy, and performance, as further discussed below.

 

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OVERSIGHT OF CYBERSECURITY

Our Audit Committee is responsible for oversight of cybersecurity risk. The Audit Committee regularly reviews our cybersecurity and data security risks and mitigation strategies. At least twice each year, the Audit Committee receives reports and presentations from members of our team responsible for overseeing our cybersecurity risk management, including our Senior Vice President, Global Information Security, and our Executive Vice President and Chief Information Officer and periodically receives reports and presentations from third parties. The Company has a dedicated team that is responsible for managing enterprise-wide information security strategy, policy, standards, architecture and processes. This team follows a documented process to identify, quantify and mitigate security risks. Risks are reported to and reviewed by senior leadership, and more significant risks are reported to our executive officers and the Audit Committee. In addition, we require our associates to receive annual training on our information security policies. This includes but is not limited to information classification and handling, data privacy, physical security, phishing, malware and ransomware, social engineering, identifying and reporting information security incidents, and secure credit card handling as well as additional topics based on job roles and responsibilities.

BOARD AND COMMITTEE OVERSIGHT OF CORPORATE RESPONSIBILITY

Oversight of corporate responsibility matters happens at multiple levels within our corporate responsibility governance structure. Our Board has overall responsibility for managing corporate responsibility risks and opportunities, and is provided with updates on corporate responsibility matters at least quarterly. Each of the Board’s committees assist the board in fulfilling this responsibility by overseeing the corporate responsibility-related risks in areas over which they have responsibility.

 

 

Board of Directors

 

 

The Board has overall responsibility for overseeing corporate responsibility risks and opportunities, and is provided with updates on corporate responsibility matters at least quarterly. Our Board plays a critical role in understanding how corporate responsibility issues affect our business strategy and performance.

 

 

 

Board Committees

 

 

The Nominating and Corporate Governance Committee oversees the Company’s corporate responsibility priorities, objectives, strategy, and performance and makes recommendations to the Board and reviews corporate responsibility risks and opportunities with management.

 

The Compensation Policy Committee oversees initiatives relating to inclusion, diversity, and other social responsibility matters.

 

The Audit Committee oversees reporting, internal control, and disclosure procedures with respect to corporate responsibility matters.

 

 

 

Corporate Responsibility Steering Committee

 

 

The Corporate Responsibility Steering Committee has overall responsibility for managing corporate responsibility-related risks and opportunities. The Corporate Responsibility Steering Committee is a cross-functional management committee of the Company comprised of C-Suite executives that is responsible for (a) setting general strategy relating to corporate responsibility matters, (b) developing, implementing, and monitoring initiatives and policies based on that strategy, (c) overseeing communications with employees, investors, and other stakeholders with respect to corporate responsibility matters, and (d) monitoring and assessing developments relating to, and improving our understanding of, corporate responsibility matters. The Corporate Responsibility Steering Committee established the Corporate Responsibility Task Force.

 

 

Corporate Responsibility Task Force

 

 

The Corporate Responsibility Task Force is responsible for the day-to-day progress of the Company’s corporate responsibility activities. The Corporate Responsibility Task Force is a cross-functional team of senior leaders that is responsible for specific corporate responsibility programs and is overseen by the Corporate Responsibility Steering Committee.

 

 

The task force consists of associates from these departments:

 

  

  Investor Relations

    

  Procurement

 
  

  Legal

    

  Financial Reporting

 
  

  Global Communications

    

  Capital Markets

 
  

  Human Resources

    

  Market Operations

 
  

  Internal Audit

    

  Global Information Security

 
    

  Architecture and Design

 

      

  Insurance and Risk Management

 

   

Our business conduct guide, supplier code of conduct, human rights policy and 2022 Environmental Social and Governance Report are posted on our website. We encourage you to read more about how we are working to build a more inclusive and purpose-driven culture on our Investor Relations website at: www.marriotvacationsworldwide.com.

 

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COMMUNICATIONS WITH THE BOARD

Stockholders 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, 7812 Palm Parkway, Orlando, Florida, 32836, 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 executive officers of publicly traded companies, and four 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 President and 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 or on a Current Report on Form 8-K.

 

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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 three 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 www.marriottvacationsworldwide.com.

As more fully described in the Audit Committee charter, our Audit Committee assists the Board in its oversight of risks related to financial reporting, accounting, financial practices and cybersecurity. Our Audit Committee also oversees reporting and internal controls and disclosure procedures concerning the Company’s corporate responsibility program. 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 2024. 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;

 

 

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 2020 will complete her five years of service with us in 2024, and a new lead partner will be assigned to us beginning in 2025.

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 2023, management, our internal auditors and Ernst & Young also made presentations to the Audit Committee on specific topics of interest, including: corporate responsibility matters, our information technology systems and controls; changes in significant estimates; our critical accounting policies; our critical audit matters; new accounting guidance and the potential impact of new accounting pronouncements; integration and transformation initiatives; our strategy and the implementation of new systems; and cybersecurity.

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 applicable requirements of the PCAOB and the SEC. 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.

 

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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, 2023, for filing with the Securities and Exchange Commission.

 

Members of the Audit Committee:
C.E. Andrews, Chair
Raymond L. Gellein, Jr.
Jonice M. Gray
William W. McCarten
Stephen R. Quazzo

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 regularly scheduled meeting). During 2023, 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 consolidated financial statements and statutory audits for fiscal 2023 and fiscal 2022 and aggregate fees billed in fiscal 2023 and fiscal 2022 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.

 

      2023      2022  

Audit fees

   $ 7,323,944      $ 8,187,227  

Audit-related fees

     343,275        404,303  

Tax fees

     241,531        241,006  

All other fees

     3,000        3,000  

Total

   $ 7,911,750      $ 8,835,536  

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 affiliates.

 

 

Audit-related fees – These are fees for assurance and related services for agreed-upon procedures and attestation reports.

 

 

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 consolidated 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.

 

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EXECUTIVE AND DIRECTOR COMPENSATION

 

COMPENSATION DISCUSSION AND ANALYSIS

Our NEOs for whom compensation information is presented in the Summary Compensation Table below are:

 

 

John E. Geller, Jr., President and Chief Executive Officer

 

Jason P. Marino, Executive Vice President and Chief Financial Officer*

 

Anthony E. Terry, Former Executive Vice President and Chief Financial Officer*

 

Brian E. Miller, President, Vacation Ownership

 

Jeanette E. Marbert, President, Exchange and Third-Party Management**

 

James H Hunter, IV, Executive Vice President and General Counsel

 

 

*

Mr. Terry retired as the Company’s Executive Vice President and Chief Financial Officer as of September 29, 2023 and Mr. Marino assumed the role as of September 30, 2023.

 

**

Ms. Marbert announced her plans to retire in 2024.

Our executive compensation programs are designed to reward financial results and effective strategic leadership to build sustainable value for stockholders by correlating the timing and amount of actual pay with performance over various time horizons without excessive risk-taking.

During 2023, our seasoned management team was led by John E. Geller, Jr., our President and CEO, who has nearly 20 years of combined experience at Marriott Vacations Worldwide and Marriott International. As of December 31, 2023, our 9 executive officers, including Mr. Geller, had an average of over 21 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 stockholders and encourage the achievement of longer-term objectives.

December 2022, February 2023 and July 2023 Compensation Actions

The CPC made the following key compensation decisions for 2023, which are discussed in greater detail in the following pages:

 

Compensation Element   Compensation Decisions
Base Salary   Our named executive officers received a base salary increase for fiscal 2023 of approximately 3%-5% except for Mr. Geller and Mr. Terry. In determining the amount of the adjustments, the CPC considered individual contributions to overall corporate results, company budget, salary level relative to market and prior compensation actions. In connection with Mr. Geller’s promotion to President and CEO, as his compensation was significantly below the market median for such position, he received a 39.69% increase for 2023, bringing him closer to, but still below, market median. In connection with the CPC’s desire to bring Mr. Terry’s compensation more in line with the market median for his position, he was awarded a 15.79% base pay increase. With Mr. Marino’s promotion to Executive Vice President and Chief Financial Officer, effective October 2023, he received a base pay increase of 38.47%. As he remains below the market median, the CPC intends to bring his compensation more in line with market median for his position over time.
Annual Bonus   For 2023, our financial objectives, which account for 80% of the amounts payable under our management bonus plan (the “Bonus Plan”), consisted of Adjusted EBITDA and Total Revenue (which are defined below). The remaining 20% of amounts payable under the Bonus Plan was based on strategic initiatives of associate engagement, inclusion and diversity, and customer satisfaction.
Equity

Compensation

  Our equity awards for 2023 were a combination of performance based stock units (“Performance Units”), SARs and restricted stock units (“RSUs”), with 50% consisting of Performance Units, 20% consisting of SARs and 30% consisting of RSUs, based on grant date value. The amount of each named executive officer’s award was determined by considering market data and internal factors.

 

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PHILOSOPHY

The CPC 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 compensation program is designed around the following three principles:

 

 

Drive Stockholder Value: Executive officers should be paid in a manner that is primarily focused on driving stockholder 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 CPC seeks to establish compensation generally consistent with the median in total direct compensation, while also considering performance and scope of job.

COMPENSATION PROGRAM PRINCIPLES AND GOVERNANCE

Pay for Performance is Key Compensation Program Principle

A large portion of the total pay opportunity for our named executive officers is performance based or tied to stock performance. 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 stockholder value. As described in more detail in the following pages, the performance-based components of the 2023 compensation program include annual and long-term incentives that are comprised of Performance Units, SARs and RSUs. The CPC 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 target compensation that was performance-based in 2023:

 

2023 TARGET PAY MIX — CEO    2023 TARGET PAY MIX — OTHER NEOs (Average)

 

 

LOGO

  

 

 

LOGO

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 2020 Equity Incentive Plan (the “2020 Equity Plan”) and the Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan (the “Prior Equity Plan” and, together with the 2020 Equity Plan, the “Equity Plans”). The Clawback Policy was adopted in May 2023 and is in compliance with the NYSE rules for erroneously awarded compensation. In addition, we maintain an Other Conduct Clawback Policy whereby the Board may recoup 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.

 

 

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.

 

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Executive officers are provided only limited perquisites and are not provided with tax gross-ups with respect to such perquisites.

 

 

The Equity Plans do not include an “evergreen” provision.

 

 

We cannot, without stockholder approval, “reprice” stock options or SARs by reducing the exercise or base price of such stock option or SAR, exchanging such stock option or SAR for a new award with a lower exercise or base 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 President and 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. Four of our executive officers have achieved the holding requirements specified in the guidelines as of the end of 2023. Three executive officers who have not achieved the holding requirements specified in the guidelines were appointed or hired in 2020 or 2023 and each has five calendar years, or by year-end 2025 and 2028, respectively, to achieve the required target ownership. One tenured executive officer fell below the specific holding requirement as a result of the decline in the Company’s stock price as of the December 31, 2023 measurement date and is currently in compliance with the ownership guidelines.

 

 

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, two days after the filing of the Company’s Annual Report on Form 10-K for the prior year, which is intended to ensure that we do not make equity grants when we have 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 or other executive officers. However, with the acquisition of ILG, we assumed an employment agreement for Jeanette E. Marbert, President, Exchange and Third-Party Management, who announced her retirement in 2024.

 

 

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 2023, Exequity LLP (“Exequity”), the CPC’s compensation consultant, recommended an appropriate peer group for approval by the CPC 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 capitalization relative to the Company were excluded), industry and business model similarities, and trading on a major exchange.

The companies in the peer group used as the basis for 2023 compensation decisions, which are the same companies used as the basis for the CPC’s 2022, 2021 and 2020 compensation decisions, consisted of the following:

 

Peer Group Companies

 

Bloomin’ Brands, Inc.

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

  

Norwegian Cruise Line Holdings Ltd.

Park Hotels & Resorts Inc.

Penn National Gaming, Inc.

Toll Brothers, Inc.

Travel+Leisure Co.

Vail Resorts, Inc.

Wyndham Hotels & Resorts, Inc.

Wynn Resorts, Limited

In addition, in part due to the fact that there are very few public company direct competitors, the CPC determined that it was appropriate to consider the compensation practices of a general industry peer group as an additional reference point for its 2023 executive pay decisions. Accordingly, the CPC considers the compensation practices of a general industry peer group consisting of forty companies in the hospitality, consumer products and retail industry that participated in the Aon Survey Group database (i.e., 20 hospitality, consumer products and retail companies with revenues greater than and 20 hospitality, consumer products and retail companies with revenues less than the Company’s revenues).

 

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The companies that met these objective criteria with revenues greater and less than the Company’s revenues consisted of the following:

 

Revenues Greater than the Company’s Revenues      Revenues Less than the Company’s Revenues

Academy Sports and Outdoors, Inc,

American Eagle Outfitters, Inc.

Bed Bath & Beyond Inc.

Domino’s Pizza, Inc.

Fortune Brands Home & Security, Inc.

Hanesbrands Inc.

Hasbro, Inc.

Herbalife Nutrition Ltd.

Leggett & Platt, Incorporated

Levi Strauss & Co.

lululemon athletica iInc.

Mattel Inc.

PENN Entertainment, Inc.

Petco Health and Wellness Company, Inc.

Restaurant Brands International Inc.

The Clorox Company

The Scotts Miracle-Gro Company

TreeHouse Foods, Inc.

UnderArmour, Inc.

Yum! Brands, Inc.

    

Bloomin’ Brands, Inc.

Brinker International, Inc.

Callaway Golf Company

Columbia Sportswear Company

Cracker Barrel Old Country Store, Inc.

Five Below, Inc.

H&R Block, Inc.

Hyatt Hotels Corporation

KAR Auction Services, Inc.

Kontoor Brands, Inc.

Lamb Weston Holdings, Inc.

MillerKnoll, Inc.

Sally Beauty Holdings, Inc.

Service Corporation International

Sleep Number Corporation

Steelcase Inc.

The Cheesecake Factory Incorporated

Travel + Leisure Co.

Vista Outdoor Inc.

Wolverine World Wide, Inc.

Tally Sheets

On an annual basis, the CPC 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 CPC did not recommend specific changes to the executive compensation program for 2023 in response to a review of tally sheets in 2023, although it used the tally sheet information as one data point when considering executive compensation matters.

Role of the Compensation Policy Committee

Our CPC is responsible for reviewing and approving the Company’s executive compensation policies and plan designs, including compensation of our named executive officers. The CPC 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 CPC Chair, Dianna F. Morgan, with input from our Chairman, William J. Shaw, makes recommendations to the CPC with respect to the compensation of our CEO.

To this end, our CPC 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 CPC evaluates the risks associated with the Company’s executive compensation programs.

Our CPC approved the total compensation packages for each of the named executive officers, including base salary, annual bonus targets, actual bonuses earned, and equity awards.

Role of the Compensation Consultant

In 2023, the CPC engaged Exequity to provide executive compensation consulting services. Exequity’s services to the CPC 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 of the CPC at the Committee’s request and was available to provide guidance as questions and issues arose. During 2023, Exequity did not perform any services for the Company other than in connection with providing advice and recommendations on executive and director compensation. The CPC determined that Exequity is independent after consideration of the factors set forth in the NYSE Listed Company Manual.

Role of Management

At the request of the CPC, 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 Global Total Rewards Leader, and the independent compensation consultant with regard to assessment of individual contributions, achievement of performance objectives and other qualitative factors. The CPC considers these recommendations in approving the pay levels of each named executive officer. The CEO does not make recommendations concerning his own compensation.

 

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The CEO and members of human resources management regularly attend CPC 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. After review of the 2023 Market Data, and the above considerations, it was determined that total target direct compensation for Mr. Geller, Mr. Terry and Mr. Marino were below market median; all other named executive officers were at median.

ANALYSIS OF EACH COMPENSATION ELEMENT

Base Salary

In February 2023, and July 2023 for Mr. Marino, the CPC approved the following base salaries for the named executive officers:

 

Name    2023 Base Salary      2022 Base Salary      Percent Change  

Mr. Geller

   $ 950,000      $ 695,500        36.59

Mr. Marino1

   $ 475,000      $ 343,032        38.47

Mr. Terry1

   $ 550,000      $ 475,000        15.79

Mr. Miller

   $ 817,000      $ 793,000        3.03

Ms. Marbert

   $ 557,000      $ 541,000        2.96

Mr. Hunter

   $ 485,600      $ 462,500        4.99

 

1

Mr. Terry retired from the Company effective September 29, 2023. Mr. Marino was appointed to the position of Executive Vice President and Chief Financial Officer effective September 30, 2023 and was not an executive officer during 2022 or the first nine months of 2023. Based on market analysis of the role, the CPC approved the increase of his base pay to $475,000 effective September 30, 2023, an increase of 38.47% from his then current base pay of $343,032.

In determining whether to make adjustments to base salaries, the CPC 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 CPC 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 2023, the named executive officers were eligible to participate in the Bonus Plan, which was intended to reward executives for achievement of pre-established financial and corporate responsibility objectives tied to 2023 performance. The potential and actual awards under the Bonus Plan are reported in the Grants of Plan-Based Awards for Fiscal Year 2023 table and Summary Compensation Table, respectively.

The CPC approved the following target awards as a percentage of base salary for the named executive officers:

 

Name    2023 Target     2022 Target     Percent Change  

Mr. Geller

     150     125     20

Mr. Marino1

     100     40     150

Mr. Terry

     100     100     0

Mr. Miller

     100     100     0

Ms. Marbert

     100     100     0

Mr. Hunter

     90     90     0

 

1

Mr. Marino was previously a Senior Vice President with a target bonus potential of 40%.

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 CPC considered market data and internal factors, including pay equity with other officers, differences in responsibilities, and future potential. Threshold performance was required in order to pay 25% of such named executive officer’s target award and the maximum award for each named executive officer was 200% of such named executive officer’s target award.

There were two financial objectives tied to the Bonus Plan for 2023: Adjusted EBITDA and Total Revenue. These financial objectives were tied to 80% of the executive officer’s total bonus opportunity, and were weighted at 60% and 20%, respectively. These financial performance measures were selected because they are important indicators of the Company’s profitability and sustainability. Mr. Geller and Mr. Terry developed the specific performance level percentages for these objectives, which were reviewed and approved by the CPC.

For all named executive officers, Adjusted EBITDA was the most heavily weighted performance criteria because it is reflective of the Company’s operating performance for 2023. For purposes of the Bonus Plan, “Adjusted EBITDA” means EBITDA for 2023 (as reported in the Annual Report), excluding the impact of share-based compensation expense, impairments, transaction and integration costs, gains and losses on the disposal of assets or businesses, gains and losses on foreign currency exchange related activity, litigation charges and activity not associated with the Company’s on-going core operations, and including

 

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any incremental EBITDA from new product development initiatives. Adjusted EBITDA is a financial measure that is not prescribed by GAAP. The Adjusted EBITDA target was set at $971 million, a level we believed to be achievable but not certain to be met.

 

Adjusted EBITDA Achievement Target   

Payout as a Percent

of Target

 

Less than $903 million

     0

$903 million

     25

$971 million

     100

$1,039 million or more

     200

For purposes of the Bonus Plan, “Total Revenue” means total revenue for the 2023 fiscal year, excluding cost reimbursement revenues (as reported in the 2023 Annual Report) and including incremental revenue from new product development initiative. The Total Revenue target was set at $3,650 million, a level we believed to be achievable but not certain to be met. For 2023, the named executive officers were eligible to receive the portion of the bonus attributable to Total Revenue based on the following achievement levels:

 

Total Revenue Achievement Target   

Payout as a Percent

of Target

 

Less than $3,504 million

     0

$3,504 million

     25

$3,650 million

     100

$3,796 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, there is no payout if achievement is below the threshold level of achievement of 25%.

In addition to the financial performance measures, the Bonus Plan for the named executive officers included performance measures based on corporate responsibility, measuring associate engagement, inclusion and diversity and customer satisfaction weighted 20% of the total bonus opportunity. This performance measure was approved by the CPC and subsequently evaluated objectively, and, like Adjusted EBITDA and Total Revenue targets, is intended to establish high standards, consistent with our quality goals, which we believed were achievable but not certain to be met. “Associate Engagement” and “Inclusion and Diversity” are represented by the assessment of our overall associate engagement index and the inclusion and diversity index for the entire company, both measured by an independent third party. Additionally, 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. We believe that these performance measures are important contributors to achieving success within our industry. Payout under this performance measure 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.

Adjusted EBITDA was adjusted by the CPC for short-term incentive purposes (i.e., annual management bonus purposes). The CPC reviewed certain items that impacted Adjusted EBITDA in 2023, as defined previously, that were not considered when setting the performance targets. For purposes of 2023, the CPC modified the achievement level of the Adjusted EBITDA goal favorably for forecasted profit related to the impact of the wildfire devastation on the island of Maui, which has been more fully discussed in the 2023 Annual Report. This adjustment increased the achievement level of the Adjusted EBITDA goal by approximately $48 million.

Total Revenue was adjusted by the CPC for short-term incentive purposes (i.e., annual management bonus purposes). The CPC reviewed certain items that impacted Total Revenue in 2023, as defined previously, that were not considered when setting the performance targets. For purposes of 2023, the CPC modified the achievement level of the Total Revenue goal favorably by $57 million for the impact of the Maui wildfires.

Reflecting the bonus adjustments for the 2023 short-term incentive payout, Adjusted EBITDA was $809 million, Total Revenue was $3,360 million, and the corporate responsibility component achieved 132.5% of target, resulting in a payout of 26.5% of the target bonus for the period, which resulted in the following payments for our named executive officers:

 

Name    2023 Bonus Payout  

Mr. Geller

   $ 377,625  

Mr. Marino1

   $ 59,195  

Mr. Terry2

   $ 412,500  

Mr. Miller

   $ 216,505  

Ms. Marbert

   $ 147,605  

Mr. Hunter

   $ 115,816  

 

1 

Mr. Marino’s annual bonus was the total of two bonus targets, each pro-rated for the time he served as Senior Vice President, Financial Planning and Analysis, December 24, 2022 through September 29, 2023 ($27,726) and Executive Vice President and Chief Financial Officer, September 30 through December 31, 2023 ($31,469).

 

2 

Mr. Terry’s annual bonus was pro-rated at target for the time he served as Executive Vice President and Chief Financial Officer, January 1 through September 29, 2023, since he was an approved retiree.

 

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Stock Awards

Stock Awards Granted in 2023

Equity compensation awards are typically granted to the named executive officers under the 2020 Equity 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 stockholders.

The CPC approved the following annual equity awards for 2023 for our named executive officers:

 

Name    2023 Award Value      2022 Award Value      Percent Change  

Mr. Geller

     4,000,000        2,000,000        100

Mr. Marino1

     500,000        175,000        186

Mr. Terry

     1,650,000        1,000,000        65

Mr. Miller

     1,500,000        1,200,000        25

Ms. Marbert

     1,100,000        1,000,000        10

Mr. Hunter

     1,000,000        900,000        11

 

1

Mr. Marino was provided with a promotion stock award with a grant date value of $250,000, in addition to his $250,000 annual award while serving as Senior Vice President, Financial Planning & Analysis.

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 above) and internal factors, including pay equity with other officers, differences in responsibilities, job performance, and future potential. The CPC’s consideration of the external market pay practices of various companies discussed above under “Market Data” resulted in the determination to increase the value of the awards for each of the named executive officers. Based on the review of market data, our named executive officers’ equity grants were significantly below the market median and the CPC increased the annual grant date value of the awards between 10%—25%, with the exception of Mr. Geller and Mr. Terry, whose total compensation remained significantly below median. The awards are reflected in the Summary Compensation Table for 2023 and the Grants of Plan-Based Awards for Fiscal Year 2023. The value of the awards was allocated among Performance Units, SARs and RSUs as follows:

 

Type of Award    Percentage of
2023 Award
   

Percentage of

2022 Award

 

Performance Units

     50     50

SARs

     20     30

RSUs

     30     20

The allocations were set so as to advance the executives’ alignment with stockholders by increasing their equity ownership, while tying a portion of the awards to future stock price performance. 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 2023 represent the right to receive shares of our common stock at the end of the performance period beginning January 1, 2023 and ending December 31, 2025, 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 return on invested capital (“ROIC”), each weighted equally. “Adjusted ROIC” means Adjusted EBIT, defined as Adjusted EBITDA less Depreciation and Amortization as reported in the Company’s annual reports on Form 10-K over the performance period, 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 the Bonus Plan and the Performance Units because the CPC 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 CPC is promoting sustained performance of the Company in this area over both the shorter- and longer-term.

The number of Performance Units actually earned will be determined following the end of the performance period and will be equal to 50% of the granted number of Performance Units multiplied by a percentage corresponding to the achievement level of the Adjusted EBITDA performance objective plus 50% 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 CPC in February 2023.

 

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Adjusted EBITDA Achievement Target   

Adjusted ROIC

Achievement Target

   

Payout as a

Percent of Target

 

$ 2,557 million

     12.5     0

$ 2,716 million

     13.3     50

$ 3,196 million

     15.6     100

$ 3,675 million

     17.9     200

If performance falls between levels, the vesting percentage will be determined by the CPC based on straight-line interpolation; provided, however, that no payout will be made with respect to the Adjusted EBITDA performance objective for achievement of $2,557 million or less and no payout will be made with respect to the Adjusted ROIC performance objective for achievement of 12.5% 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 the 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 pro-rata portion of the Performance Units will vest assuming achievement at the target level of performance.

Other Compensation

Perquisites

In 2023, we offered minimal perquisites consisting of a limited number of compensatory room nights, an 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. The Company owns a fractional interest in a corporate jet to support the conduct of its business. Executives are only permitted to utilize the jet for personal purposes if approved by the Company’s CEO and the executive pays the hourly costs of such flight. An executive physical exam benefit was approved for offering in 2024.

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 Corporation 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-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, short-term disability, business travel accident insurance and tuition reimbursement.

Long-Term Disability Plan

Our named executive officers and approximately 425 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.

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. Geller 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).

 

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401(k) Plan

Our named executive officers are eligible to participate in our 401(k) Plan on 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 2023 are shown in the “All Other Compensation” column of the Summary Compensation Table below.

Deferred Compensation

Our named executive officers and approximately 1,455 other associates are eligible to participate in the MVW Deferred Compensation Plan. In addition, some of 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, Inc. in 2011 (the "Spin-Off").

We provide the MVW Deferred Compensation Plan because the CPC 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 a fixed rate of return (determined annually prior to start of plan year) or a rate of return based on various market-based investment alternatives 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 (unless otherwise determined), 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 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 Company has adopted a special grantor trust to provide protection, up to the amounts set aside in the trust, against the risk of shifting corporate priorities, the Company’s inability to pay benefits, and/or the occurrence of a change in control. The trust does not protect against the risk of corporate insolvency. To enable the Company to meet its financial commitment under the plan, the Company, by way of the established trust, has acquired a Corporate Owned Life Insurance policy on the lives of certain participants in the MVW Deferred Compensation Plan, the proceeds of which are payable to the trust. Participants whose lives are insured consent to this insurance and understand this insurance will be owned by and payable to the trust.

For 2023, participants were able to select a fixed rate of return of 3.5% or a rate of return based on various market-based investment alternatives, such as mutual funds with various investment profiles, and were also able to select such a rate for their existing account balances.

Earnings under the MVW Deferred Compensation Plan or the Marriott Deferred Compensation Plan that were credited at a fixed rate of interest in excess of 120% 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 average of the high and low stock price on the last day of the offering period.

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 stockholder 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”).

 

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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 units 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 CPC, 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.”

Clawbacks

Under our clawback policy, in the event that the Company is required to restate its financial results due to material non-compliance with any financial reporting requirement under the securities laws as generally applied, except in limited circumstances, the Company will seek to recoup incentive-based compensation that is or was erroneously granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure on or after May 11, 2023. Compensation received up to three years prior to the restatement is subject to potential recoupment under the policy.

In addition, the Company maintains an Other Conduct Clawback Policy whereby the Board may recoup 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 Equity Plans 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 CPC, named executive officers are required 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

President and Chief Executive Officer

   Five times base salary

Executive Vice President and

Chief Financial 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 if 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 Units are not considered owned by the named executive officer.

The CPC 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 CPC 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 Units. Four of our executive officers have achieved the holding requirements specified in the guidelines as of the end of 2023. Three

 

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executive officers who have not achieved the holding requirements specified in the guidelines were appointed or hired in 2020 or 2023 and each has five calendar years, or by year-end 2025 and 2028, respectively, to achieve the required target ownership. One tenured executive officer fell below the specific holding requirement as a result of the decline in the Company’s stock price as of the December 31, 2023 measurement date and is currently in compliance with the ownership guidelines.

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 that 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 other than options or stock appreciation rights issued by the Company.

Risk Considerations

The CPC 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 CPC 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 Stockholder Advisory Vote to Approve Executive Compensation

At our 2023 Annual Meeting of Stockholders, our stockholders voted with respect to an advisory resolution on our executive compensation, and 97.6% 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 CPC 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 2023, and did not make any specific changes to the program as a result of the stockholder vote.

Employment Agreements

We, as a practice, do not have employment agreements with any of our executive officers, including 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, who has announced her retirement in 2024.

REPORT OF THE COMPENSATION POLICY COMMITTEE

The CPC, which is composed solely of independent members of the Board, assists the Board in fulfilling its responsibilities relating to executive compensation. The CPC 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 stockholders. The CPC, 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 CPC 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 CPC 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.
William W. McCarten
Stephen R. Quazzo

 

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EXECUTIVE COMPENSATION TABLES AND DISCUSSION

 

SUMMARY COMPENSATION TABLE

The following Summary Compensation Table shows the compensation we paid in fiscal years 2023, 2022 and 2021 to our Named Executive Officers. Mr. Terry retired as Executive Vice President and Chief Financial Officer on September 29, 2023. Mr. Marino was promoted to Executive Vice President and Chief Financial Officer effective September 30, 2023 and was not an executive officer prior to promotion, but, in accordance with SEC rules, his compensation for the entire year is included in the table below.

 

Fiscal Year    Salary1      Bonus      Stock
Awards
2
     Option/SAR
Awards
2
     Non-Equity
Incentive Plan
Compensation
3
     Change in Pension
Value And Nonqualified
Deferred Compensation
Earnings
4
     All Other
Compensation
5
     Total  

John E. Geller, Jr.

President and Chief Executive Officer

 

 

2023

   $ 945,106      $      $ 3,200,052      $ 799,988      $ 377,625      $      $ 38,181      $ 5,360,952  

2022

     695,500               1,399,982        600,023        1,382,369        1,868        25,350        4,105,092  

2021

     675,000               2,368,878        999,980        1,279,184        12,336        25,347        5,360,725  

Jason P. Marino

Executive Vice President and Chief Financial Officer

 

 

2023

     371,180               500,055               59,195               17,694        948,124  

Anthony E. Terry

Former Executive Vice President and Chief Financial Officer

 

 

2023

     511,831               1,319,907        329,999        412,500               30,297        2,604,534  

2022

     475,000               700,068        300,011        755,284        1,920        18,689        2,250,972  

2021

     366,530               683,569        93,978        384,460        10,931        15,491        1,554,959  

Brian E. Miller

President, Vacation Ownership

 

 

2023

     817,000               1,200,074        299,988        216,505               34,964        2,568,531  

2022

     793,000               839,867        359,990        1,260,927        6,776        26,665        3,287,225  

2021

     770,000               1,272,027        550,017        1,313,296        39,471        26,675        3,971,486  

Jeanette E. Marbert

President, Exchange and Third-Party Management

 

 

2023

     557,000               879,938        220,019        147,605               27,414        1,831,976  

2022

     541,000               700,068        300,011        860,229        107        21,475        2,422,890  

2021

     525,000               1,207,755        499,990        895,429        240        21,308        3,149,722  

James H Hunter, IV

Executive Vice President and General Counsel

 

 

2023

     485,600               800,050        200,012        115,816               24,335        1,625,813  

 

1 

This column reports all amounts earned as salary during the fiscal year, whether paid or deferred under employee benefit plans. Includes a payout of accrued paid time off in the amount of $88,754 to Mr. Terry upon his termination due to retirement.

 

2 

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 18, “Share-Based Compensation,” of the Notes to our Consolidated Financial Statements included in the 2023 Annual Report. For additional information on these awards, see the Grants of Plan-Based Awards for Fiscal Year 2023 table below. The value reported for the Performance Units granted in 2023 is the grant date value assuming performance at target, which was the most probable outcome of the performance conditions on the grant date. The values of the Performance Units granted in 2023 at the grant date assuming the maximum level of performance conditions is achieved are: Mr. Geller, $4,000,131; Mr. Marino, $200,021; Mr. Terry, $408,437; Mr. Miller, $1,500,013; Ms. Marbert, $1,099,971; and Mr. Hunter, $1,000,105. The values reported for the 2021 Stock Awards represent the aggregate grant date fair value of awards and the incremental fair value related to the modification of the 2019 Performance Units, as discussed in the Company’s 2022 proxy statement.

 

3 

This column reports all amounts earned under the bonus 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 except for 2021 which was split into two six (6) month plans and the first half paid during the 2021 fiscal year.

 

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4 

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% of the applicable federal long-term rate, as discussed below under “Nonqualified Deferred Compensation for Fiscal Year 2023.” The fixed rate of return in the MVW Deferred Compensation Plan and the Marriott Deferred Compensation Plan was less than 120% of the applicable federal long-term rate; thus, there was no excess return in 2023.

 

5 

All Other Compensation for 2023 consists of Company contributions to the 401(k) Plan ($11,138 for each named executive officer); company contributions to the MVW Deferred Compensation Plan ($26,184 for Mr. Geller; $6,497 for Mr. Marino; $18,896 for Mr. Terry; $23,377 for Mr. Miller; $15,944 for Ms. Marbert; and $12,909 for Mr. Hunter); and premiums for an insurance policy on the life of each named executive officer ($860 for Mr. Geller; $59 for Mr. Marino; $264 for Mr. Terry; $450 for Mr. Miller; $333 for Ms. Marbert; and $288 for Mr. Hunter).

Grants of Plan-Based Awards for Fiscal Year 2023

The following table shows the plan-based awards granted to the named executive officers in 2023.

 

               

 

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
Underlying
Options/
SARs
    Exercise
or Base
Price
4
    Grant Date
Fair Value of
Stock and
Option/SAR
Awards
5
 
Award Type1   Grant
Date
2
    Approval
Date
2
   

Threshold

$

   

Target

$

   

Maximum

$

   

Threshold

#

   

Target

#

   

Maximum

#

 
J. Geller                        

Bonus

              $ 356,250     $ 1,425,000     $ 2,850,000                                            

Performance

    2/27/2023       2/16/2023                               13,819       27,638                         2,000,065  

SARs

    2/27/2023       2/16/2023                                                 13,675       153.10       799,988  

RSUs

    2/27/2023       2/16/2023                                           8,212                   1,199,987  
J. Marino                        

Bonus

                53,554       214,236       428,480                                            

Performance

    2/27/2023       2/16/2023                               691       1,382                         100,011  

RSUs

    2/27/2023       2/16/2023                                           1,027                   150,071  

RSUs

    11/15/2023       7/12/2023                                           3,338                   249,973  
A. Terry                        

Bonus

                137,500       550,000       1,100,000                                            

Performance

    2/27/2023       2/16/2023                               5,700       11,140                         824,978  

SARs

    2/27/2023       2/16/2023                                                 5,641       153.10       329,999  

RSUs

    2/27/2023       2/16/2023                                           3,387                   494,929  
B. Miller                        

Bonus

                204,250       817,000       1,634,000                                            

Performance

    2/27/2023       2/16/2023                               5,182       10,364                         750,006  

SARs

    2/27/2023       2/16/2023                                                 5,128       153.10       299,988  

RSUs

    2/27/2023       2/16/2023                                           3,080                   450,068  
J. Marbert                        

Bonus

                139,250       557,000       1,114,000                                            

Performance

    2/27/2023       2/16/2023                               3,800       7,600                         549,985  

SARs

    2/27/2023       2/16/2023                                                 3,761       153.10       220,019  

RSUs

    2/27/2023       2/16/2023                                           2,258                   329,953  
J. Hunter                        

Bonus

                109,260       437,040       874,080                                            

Performance

    2/27/2023       2/16/2023                               3,455       6,910                         500,053  

SARs

    2/27/2023       2/16/2023                                                 3,419       153.10       200,012  

RSUs

    2/27/2023       2/16/2023                                           2,053                   299,997  

 

1 

“Bonus” refers to our Bonus Plan in which our named executive officers participated. “Performance,” “SARs” and “RSUs” refers to Performance Units, SARs and RSUs, respectively, granted under the 2020 Equity Plan with respect to equity awards granted in February 2023.

 

2 

“Grant Date” applies to equity awards reported in the “Estimated Possible Payouts Under Equity Incentive Plan Awards,” “All Other Stock Awards” and “All Other Options/SAR Awards” columns. The CPC approved grants of annual Performance Units, SARs and RSUs for the named executive officers on February 16, 2023, and the grant date of these awards was February 27, 2023. The CPC also approved a RSU grant for Mr. Marino on July 12, 2023, and the grant date of this award was November 15, 2023.

 

3 

These columns are intended to include potential payouts corresponding to the achievement of the threshold, target and maximum performance objectives under the Bonus Plan.

 

4 

The awards were granted with an exercise or base price equal to the average of the high and low stock price on the NYSE on the date of grant.

 

46   Executive Compensation Tables and Discussion   2024 PROXY STATEMENT MARRIOTT VACATIONS WORLDWIDE


Table of Contents
5 

The value reported for Equity Incentive Plan Awards, Stock Awards and Option/SAR Awards is the aggregate grant date fair value of the awards granted in 2023 as determined in accordance with accounting standards for share-based payments. 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 assumptions for making the valuation determinations are set forth in Footnote 18, “Share-Based Compensation,” of the Notes to our annual Consolidated Financial Statements included in the 2023 Annual Report.

The Grants of Plan-Based Awards table reports the potential dollar value of cash incentive awards under the Bonus Plan at their threshold, target and maximum achievement levels, and the number and grant date fair value of Performance Units, SARs and RSUs granted under the 2020 Equity Plan, in each case granted to each named executive officer during the 2023 fiscal year. For cash incentives, this table reports the range of potential amounts that could have been earned by the executive under the Bonus Plans for 2023, whereas the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table reports the actual value earned by the executive for 2023.

Annual RSU and SAR grants under the 2020 Equity Plan typically vest in four equal annual increments beginning approximately a year after the grant date, contingent on continued employment. Even when vested, an executive could lose the right to exercise or receive a distribution of any outstanding stock awards if the executive’s employment terminated due to serious misconduct as defined in the Equity Plans, if it is determined that the executive has engaged in competition or has engaged in criminal conduct or other behavior that was actually or potentially harmful or if the executive receives erroneously awarded incentive-based compensation in the event that we are required to prepare an accounting restatement due to our material noncompliance with any financial reporting requirement under the securities laws. These awards do not accrue or pay cash dividends and do not bear voting rights until they vest (in the case of RSUs) or are exercised (in the case of SARs) and shares are issued to the grantee.

Performance Units represent the right to receive shares of our common stock at the end of a performance period, which with respect to the Performance Units granted in 2023 began January 1, 2023 and will end on December 31, 2025, contingent on continued employment through such date. The number of shares that will be received following the end of the performance period will be based on the Company’s cumulative achievement over the period with respect to specified performance objectives and can range from zero to two times the number of Performance Units granted. Performance Units will be forfeited if the named executive officer engages in competition or acts that are or potentially are injurious to the Company’s operations, financial condition or business reputation during the performance period or if the executive receives erroneously awarded incentive-based compensation in the event that we are required to prepare an accounting restatement due to our material noncompliance with any financial reporting requirement under the securities laws; 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.

For information regarding treatment of the equity awards upon a termination of employment, see “Potential Payments Upon Termination or Change in Control.”

Outstanding Equity Awards at 2023 Fiscal Year-End

The following table shows information about outstanding Performance Units, SARs and RSUs with respect to our common stock as of December 31, 2023, our fiscal year-end. The market values are based on the closing price of our common stock on the NYSE on December 31, 2023, the last trading day of our fiscal year, which was $84.89.

 

            Option Awards      Stock Awards  
Grant Date    Award
Type
1
     Number of
Securities
Underlying
Unexercised
Options/SARs
Exercisable/
Unexercisable
2
    

Option/

SAR

Exercise

Price

    

Option/SAR

Expiration

Date

     Number of
Shares or
Units of
Stock
That Have
Not
Vested
3
    

Market

Value of

Shares or

Units of

Stock That

Have Not

Vested

    

Equity Incentive

Plan Awards:

Number of

Unearned

Shares, Units

or Other Rights

That Have Not

Vested (#)

   

Equity Incentive

Plan Awards:

Market or

Payout Value

of Unearned

Shares, Units

or Other Rights

That Have Not

Vested ($)

 
J. Geller                         

2/28/2022

     Performance 4                                                6,574 4      558,067 5 

2/27/2023

     Performance 6                                                6      7 

3/2/2015

     VAC SARs        9,076              77.42        3/2/2025                             

2/29/2016

     VAC SARs        20,471              61.71        2/28/2026                             

2/27/2017

     VAC SARs        11,944              97.53        2/27/2027                             

3/1/2018

     VAC SARs        9,050              143.38        3/1/2028                             

3/4/2019

     VAC SARs        15,576              100.52        3/4/2029                             

3/2/2020

     VAC SARs        11,390       3,797        96.82        3/2/2030                             

3/1/2021

     VAC SARs        7,076       7,076        173.88        3/1/2031                             

2/28/2022

     VAC SARs        2,513       7,541        159.27        2/28/2032                             

2/27/2023

     VAC SARs              13,675        153.10        2/27/2033                             

3/2/2020

     VAC RSUs                                   817        69,355               

3/1/2021

     VAC RSUs