MARRIOTT VACATIONS WORLDWIDE CORP (VAC)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
MARRIOTT VACATIONS WORLDWIDE CORP · Meeting: May 15, 2026
Directors FOR
3
Directors AGAINST
6
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Andrews has served since 2013, meaning his tenure fully overlaps the 3-year period during which VAC's stock fell approximately 42% while the company's disclosed compensation peer group had a median return of roughly +0.3%, a gap of about 43 percentage points — far exceeding the 20-point trigger that applies when absolute returns are negative; the 5-year check does not rescue this vote because VAC's 5-year return of roughly -55% versus the peer median of -16% is also well beyond the threshold.
Ms. Galbreath has served since 2018, so her tenure fully covers the 3-year window in which VAC's stock declined about 42% against a peer median of +0.3% — a roughly 43-point gap exceeding the 20-point trigger for negative absolute returns; the 5-year check does not provide relief because VAC's 5-year underperformance versus peers is also well beyond the applicable threshold.
Ms. Gray joined the board in 2021, which is more than 24 months ago and means her tenure covers the full 3-year underperformance window; VAC's stock fell roughly 42% over three years while the peer median was about +0.3%, a gap of approximately 43 points — well above the 20-point trigger; the 5-year check does not rescue the vote given sustained underperformance over five years as well.
Ms. Morgan has served since 2013 and her tenure entirely spans the 3-year underperformance period; VAC's approximately -42% 3-year return compared to the peer median of +0.3% produces a gap of roughly 43 points, far exceeding the 20-point trigger; there is no 5-year mitigant because the 5-year underperformance gap versus the peer group also exceeds the applicable threshold.
Mr. Quazzo has served since 2018, meaning his tenure fully covers the 3-year window; VAC's stock fell roughly 42% while the compensation peer group median returned about +0.3%, a gap of approximately 43 points that clearly exceeds the 20-point trigger for companies with negative absolute 3-year returns; the 5-year underperformance is similarly well above the threshold so no 5-year mitigant applies.
Mr. Shaw has served as Chairman since 2011, giving him the longest tenure of any nominee and full accountability for the 3-year period in which VAC's stock fell roughly 42% against a peer median of +0.3%, a roughly 43-point gap well above the 20-point trigger; the 5-year record is equally poor relative to peers, so there is no long-term mitigant.
For Analysis
Mr. Asmar joined the board in May 2025, which is within the 24-month new-director exemption window, so the TSR underperformance trigger does not apply to him; he has relevant capital-allocation and investor oversight experience with no overboarding or other concerns.
Mr. Avril joined the board in 2025 and became CEO in early 2026, placing him within the 24-month new-director exemption; as a newly appointed executive director his tenure does not overlap meaningfully with the underperformance period, and no other policy triggers apply.
Mr. Dausch joined the board in 2025, placing him squarely within the 24-month new-director exemption from the TSR trigger; he brings strong digital and technology expertise relevant to the company's modernization efforts with no overboarding or other concerns.
Seven of the nine director nominees are voted AGAINST due to significant stock price underperformance: VAC's 3-year total return of approximately -42% trails the company's own disclosed compensation peer group median of roughly +0.3% by about 43 percentage points, far exceeding the 20-point trigger that applies when absolute returns are negative. The two exceptions are Mr. Asmar and Mr. Dausch, both of whom joined in 2025 and qualify for the 24-month new-director exemption, and CEO Matthew Avril who also joined in 2025. The 5-year record provides no relief, as the 5-year underperformance gap also exceeds the applicable threshold.
Say on Pay
✓ FORCEO
Matthew E. Avril
Total Comp
$3,994,416
Prior Support
N/A
The current CEO, Matthew Avril, was appointed as interim CEO in November 2025 and formally as CEO in February 2026, so his reported total compensation of approximately $3.99 million reflects only a partial year in the role at a level that appears modest for a CEO at a $2.3 billion company; the compensation structure for the broader named executive officer group shows approximately 61–68% of total target pay is performance-based, exceeding the 50–60% threshold the policy favors. While VAC's stock has significantly underperformed peers over three years, the variable pay structure appears aligned with outcomes — equity awards have declined in value alongside the stock — and the pay program contains meaningful clawback provisions, so no specific policy trigger fires on the Say on Pay vote for the current CEO's compensation package.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
15 yrs
Audit Fees
$8,787,019
Non-Audit Fees
$628,659
Ernst & Young has audited Marriott Vacations Worldwide since 2011 — approximately 15 years — which is well below the 25-year tenure threshold that would raise independence concerns; non-audit fees (audit-related fees of $292,519 plus tax fees of $332,540 plus other fees of $3,600, totaling approximately $629,000) represent about 7% of the core audit fee of $8.79 million, far below the 50% threshold; no material restatements are disclosed, and EY is a Big 4 firm fully appropriate for a company of this size.
Overall Assessment
The 2026 annual meeting ballot for Marriott Vacations Worldwide is dominated by a significant director accountability concern: VAC's stock has declined roughly 42% over three years while the company's own disclosed compensation peers returned a median of about +0.3%, triggering AGAINST votes for seven of nine director nominees whose tenures cover this underperformance period — only the two directors appointed in 2025 (Asmar and Dausch) and the incoming CEO (Avril) receive FOR votes. The auditor ratification and Say on Pay proposals both pass the policy screens without any triggers firing, resulting in FOR votes on each.
Compensation Peer Group
49 companies disclosed in 2026 proxy filing