DEF 14A of Marriott Vacations Worldwide Corp, Mar 21, 2024

DEF 14A of Marriott Vacations Worldwide Corp

Filed Mar 21, 2024 · FY20230001193125-24-073334

Open on EDGAR

  1. DIRECTOR NOMINEES

    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.

  2. DIRECTOR NOMINEES

    | | | DIRECTOR SINCE | PRINCIPAL OCCUPATION | INDE- PENDENT | COMMITTEE MEMBERSHIPS(1) | | | 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. |

  3. DIRECTOR NOMINEES

    | (1) Audit Committee (“AC”), Compensation Policy Committee (“CPC”), Nominating and Corporate Governance Committee (“NCG”). |

  4. DIRECTOR NOMINEES

    | MARRIOTT VACATIONS WORLDWIDE 2024 PROXY STATEMENT | Proxy Summary | 3 |

  5. DIRECTOR NOMINEES

    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.

  6. DIRECTOR NOMINEES

    | 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. |

  7. DIRECTOR NOMINEES

    | QUESTIONS AND ANSWERS ABOUT THE MEETING |

  8. DIRECTOR NOMINEES

    | Q. | Why am I receiving these materials? |

  9. DIRECTOR NOMINEES

    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.

  10. DIRECTOR NOMINEES

    | Q. | How do I attend the virtual Annual Meeting? |

  11. DIRECTOR NOMINEES

    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.

  12. DIRECTOR NOMINEES

    | Q. | How do I gain admission to the virtual Annual Meeting? |

  13. DIRECTOR NOMINEES

    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.

  14. DIRECTOR NOMINEES

    | Q. | How do I ask questions? |

  15. DIRECTOR NOMINEES

    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.

  16. DIRECTOR NOMINEES

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

  17. DIRECTOR NOMINEES

    | Q. | Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of printed proxy materials? |

  18. DIRECTOR NOMINEES

    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.

  19. DIRECTOR NOMINEES

    | Q. | Can I get electronic access to the proxy materials if I received printed materials? |

  20. DIRECTOR NOMINEES

    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.

  21. DIRECTOR NOMINEES

    | Q. | What items will be voted on at the Annual Meeting? |

  22. DIRECTOR NOMINEES

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

  23. DIRECTOR NOMINEES

    | 1. | Election of the four director nominees named in this Proxy Statement; |

  24. DIRECTOR NOMINEES

    | 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; |

  25. DIRECTOR NOMINEES

    | 3. | Advisory vote to approve named executive officer compensation; |

  26. DIRECTOR NOMINEES

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

  27. DIRECTOR NOMINEES

    | 5. | Any other matters that may properly be presented at the meeting. |

  28. DIRECTOR NOMINEES

    In addition, management will respond to appropriate questions from stockholders submitted in advance of the meeting.

  29. DIRECTOR NOMINEES

    | Q. | What are the Board’s voting recommendations? |

  30. DIRECTOR NOMINEES

    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.

  31. DIRECTOR NOMINEES

    | Q. | What is the difference between being a record holder and a beneficial owner of shares held in street name? |

  32. DIRECTOR NOMINEES

    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.

  33. DIRECTOR NOMINEES

    | Q. | How do I vote? |

  34. DIRECTOR NOMINEES

    | | BY TELEPHONE 800-690-6903 (record holders) | | BY INTERNET www.proxyvote.com | | BY MAIL completing and returning your proxy card | | AT THE VIRTUAL MEETING by electronic vote at the virtual meeting |

  35. DIRECTOR NOMINEES

    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.

  36. DIRECTOR NOMINEES

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

  37. DIRECTOR NOMINEES

    | Q. | How will my proxy be voted? |

  38. DIRECTOR NOMINEES

    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.

  39. DIRECTOR NOMINEES

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

  40. DIRECTOR NOMINEES

    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.

  41. DIRECTOR NOMINEES

    | Q. | How many votes are needed to approve an item? |

  42. DIRECTOR NOMINEES

    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.

  43. DIRECTOR NOMINEES

    | Q. | What constitutes a quorum? |

  44. DIRECTOR NOMINEES

    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.

  45. DIRECTOR NOMINEES

    | Q. | Who can attend the Annual Meeting? |

  46. DIRECTOR NOMINEES

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

  47. DIRECTOR NOMINEES

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

  48. DIRECTOR NOMINEES

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

  49. DIRECTOR NOMINEES

    | Q. | Can I change my vote or revoke my proxy after I return my proxy card, or after I vote by telephone or electronically? |

  50. DIRECTOR NOMINEES

    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:

  51. DIRECTOR NOMINEES

    | • | returning a later-dated signed proxy card; |

  52. DIRECTOR NOMINEES

    | • | delivering a written notice of revocation to Marriott Vacations Worldwide Corporation, 7812 Palm Parkway, Orlando, Florida, 32836, Attention: Corporate Secretary; |

  53. DIRECTOR NOMINEES

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

  54. DIRECTOR NOMINEES

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

  55. DIRECTOR NOMINEES

    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.

  56. DIRECTOR NOMINEES

    | 6 | Questions and Answers about the Meeting | 2024 PROXY STATEMENT MARRIOTT VACATIONS WORLDWIDE |

  57. DIRECTOR NOMINEES

    | PROPOSALS FOR VOTE |

  58. ITEM 1 – ELECTION OF DIRECTORS

    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.

  59. ITEM 1 – ELECTION OF DIRECTORS

    | ✓ | Our Board of Directors recommends that you vote FOR each of the four director nominees. |

  60. Shares Subject to the Restated Plan and Director Pay Limits

    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.

  61. OUR BOARD OF DIRECTORS

    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.

  62. Nominees for Director

    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.

  63. Nominees for Director

    | LIZANNE GALBREATH | | | Age: 66 Director Since: 2018 Independent: Yes | Committees: • Compensation Policy • Nominating and Corporate Governance |

  64. Experience

    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.

  65. Skills and Experience

    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.

  66. Skills and Experience

    | | Corporate Leadership | | Independence | | Diversity | | Public Company Board Service & Governance | | Human Capital, Professional Development & Organizational Culture | | | Vacation Ownership & Lodging Industry | | Real Estate & Business Development | | Business Development / Mergers & Acquisitions | | Strategic Planning | | |

  67. Skills and Experience

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

  68. Skills and Experience

    | MARY E. GALLIGAN | | | Age: 61 Director Since: 2023 Independent: Yes | Committees: • Compensation Policy |

  69. Skills and 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.

  70. Skills and Experience

    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.

  71. Skills and Experience

    | | Corporate Leadership | | Independence | | Diversity | | Risk Management | | Legal, Regulatory & Government Relations | | | Digital & Social Media | | Technology & Cybersecurity | | | | | | |

  72. Skills and Experience

    | MELQUIADES R. MARTINEZ | | | Age: 77 Director Since: 2011 Independent: Yes | Committees: • None |

  73. Experience

    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.

  74. Skills and Experience

    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.

  75. Skills and Experience

    | | Corporate Leadership | | Independence | | Diversity | | Public Company Board Service & Governance | | Risk Management | | Strategic Planning | | | Global Expertise | | Legal, Regulatory & Government Relations | | Financial & Capital Markets | | Human Capital, Professional Development & Organizational Culture | | | | |

  76. Skills and Experience

    | 18 | Report on the Board of Directors and its Committees | 2024 PROXY STATEMENT MARRIOTT VACATIONS WORLDWIDE |

  77. Skills and Experience

    | STEPHEN R. QUAZZO | | | Age: 64 Director Since: 2018 Independent: Yes | Committees: • Audit • Nominating and Corporate Governance (Chair) |

  78. Skills and 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.

  79. Skills and Experience

    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.

  80. Skills and Experience

    | | Corporate Leadership | | Independence | | Financial & Capital Markets | | Accounting & Financial Reporting | | Public Company Board Service & Governance | | | Vacation Ownership & Lodging Industry | | Real Estate & Business Development | | Business Development / Mergers & Acquisitions | | | | |

  81. Directors Remaining in Office

    Directors Remaining in Office

  82. 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 |

  83. Directors Remaining in Office

    | MARRIOTT VACATIONS WORLDWIDE 2024 PROXY STATEMENT | Report on the Board of Directors and its Committees | 19 |

  84. Directors Remaining in Office

    | CHARLES E. "C.E." ANDREWS | | | Age: 72 Director Since: 2013 Independent: Yes | Committees: • Audit (Chair) • Nominating and Corporate Governance |

  85. Directors Remaining in Office

    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.

  86. Skills and Experience

    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.

  87. Skills and Experience

    | | Corporate Leadership | | Independence | | Financial & Capital Markets | | Accounting & Financial Reporting | | Business Development / Mergers & Acquisitions | | | Public Company Board Service & Governance | | Risk Management | | Strategic Planning | | Global Expertise | | Legal, Regulatory & Government Relations | | | Compliance | | Human Capital, Professional Development & Organizational Culture | | Technology & Cybersecurity | | | | | | | Vacation Ownership & Lodging Industry | | | | | | | | |

  88. Skills and Experience

    | RAYMOND L. GELLEIN, JR. | | | Age: 76 Director Since: 2011 Independent: Yes | Committees: • Audit • Compensation Policy |

  89. Experience

    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.

  90. Skills and Experience

    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.

  91. Skills and Experience

    | | Corporate Leadership | | Independence | | Financial & Capital Markets | | Business Development / Mergers & Acquisitions | | Public Company Board Service & Governance | | | Risk Management | | Strategic Planning | | Global Expertise | | Vacation Ownership & Lodging Industry | | Legal, Regulatory & Government Relations | | | Sales & Marketing/ Consumer Insights | | Real Estate & Business Development | | Human Capital, Professional Development & Organizational Culture | | Accounting & Financial Reporting | | | | | Compliance | | | | | | | | |

  92. Skills and Experience

    | 20 | Report on the Board of Directors and its Committees | 2024 PROXY STATEMENT MARRIOTT VACATIONS WORLDWIDE |

  93. Skills and Experience

    | JOHN E. GELLER, JR. | | | Age: 57 Director Since: 2023 Independent: No | Committees: • None |

  94. Skills and 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.

  95. Skills and Experience

    | | Corporate Leadership | | Compliance | | Financial & Capital Markets | | Accounting & Financial Reporting | | Business Development / Mergers & Acquisitions | | | Sales & Marketing/ Consumer Insights | | Risk Management | | Strategic Planning | | Global Expertise | | Vacation Ownership & Lodging Industry | | | Public Company Board Service & Governance | | Real Estate & Business Development | | Human Capital, Professional Development & Organizational Culture | | Technology & Cybersecurity | | |

  96. Skills and Experience

    | JONICE M. GRAY | | | Age: 49 Director Since: 2021 Independent: Yes | Committees: • Audit • Nominating & Corporate Governance |

  97. Experience

    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.

  98. Skills and Experience

    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.

  99. Skills and Experience

    | | Corporate Leadership | | Independence | | Diversity | | Risk Management | | Strategic Planning | | Public Company Board Service & Governance | | | Compliance | | Sales & Marketing/ Consumer Insights | | Technology & Cybersecurity | | Legal, Regulatory & Government Relations | | Digital & Social Media | | |

  100. Skills and Experience

    | MARRIOTT VACATIONS WORLDWIDE 2024 PROXY STATEMENT | Report on the Board of Directors and its Committees | 21 |

  101. Skills and Experience

    | WILLIAM W. McCARTEN | | | Age: 75 Director Since: 2011 Independent: Yes | Committees: • Audit • Compensation Policy |

  102. Skills and 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.

  103. Skills and Experience

    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.

  104. Skills and Experience

    | | Corporate Leadership | | Independence | | Financial & Capital Markets | | Accounting & Financial Reporting | | Business Development / Mergers & Acquisitions | | | Public Company Board Service & Governance | | Strategic Planning | | Vacation Ownership & Lodging Industry | | Real Estate & Business Development | | Human Capital, Professional Development & Organizational Culture |

  105. Skills and Experience

    | DIANNA F. MORGAN | | | Age: 72 Director Since: 2013 Independent: Yes | Committees: • Compensation Policy (Chair) • Nominating and Corporate Governance |

  106. Experience

    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.

  107. Skills and Experience

    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.

  108. Skills and Experience

    | | Corporate Leadership | | Independence | | Diversity | | Public Company Board Service & Governance | | Risk Management | | | Vacation Ownership & Lodging Industry | | Legal, Regulatory & Government Relations | | Sales & Marketing/ Consumer Insights | | Strategic Planning | | Real Estate & Business Development | | | Human Capital, Professional Development & Organizational Culture | | | | | | | | |

  109. Skills and Experience

    | 22 | Report on the Board of Directors and its Committees | 2024 PROXY STATEMENT MARRIOTT VACATIONS WORLDWIDE |

  110. Skills and Experience

    | WILLIAM J. SHAW, CHAIRMAN | | | Age: 78 Director Since: 2011 Independent: Yes | Committees: • None |

  111. Skills and 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.

  112. Skills and Experience

    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.

  113. Skills and Experience

    | | Corporate Leadership | | Independence | | Financial & Capital Markets | | Accounting & Financial Reporting | | Business Development / Mergers & Acquisitions | | | Public Company Board Service & Governance | | Risk Management | | Strategic Planning | | Global Expertise | | Vacation Ownership & Lodging Industry | | | Legal, Regulatory & Government Relations | | Real Estate & Business Development | | Human Capital, Professional Development & Organizational Culture | | Technology & Cybersecurity | | |

  114. Skills and Experience

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

  115. Committees of the Board of Directors

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

  116. SELECTION OF DIRECTOR NOMINEES

    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.

  117. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEE DISCLOSURE

    | EXECUTIVE AND DIRECTOR COMPENSATION |

  118. COMPENSATION DISCUSSION AND ANALYSIS

    | • | annual bonus, which encourages the achievement of current year objectives; and |

  119. COMPENSATION DISCUSSION AND ANALYSIS

    | • | 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. |

  120. December 2022, February 2023 and July 2023 Compensation Actions

    | 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. |

  121. December 2022, February 2023 and July 2023 Compensation Actions

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  122. PHILOSOPHY

    | • | 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. |

  123. Pay for Performance is Key Compensation Program Principle

    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:

  124. Additional Principles and Corporate Governance Policies

    | • | 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. |

  125. Additional Principles and Corporate Governance Policies

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  126. Additional Principles and Corporate Governance Policies

    | • | 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). |

  127. Additional Principles and Corporate Governance Policies

    | • | 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. |

  128. Additional Principles and Corporate Governance Policies

    | • | 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. |

  129. Additional Principles and Corporate Governance Policies

    | • | 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. |

  130. Additional Principles and Corporate Governance Policies

    | • | None of our named executive officers are entitled to guaranteed annual bonuses. |

  131. Market Data

    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:

  132. Market Data

    | 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 |

  133. Market Data

    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).

  134. Market Data

    | 36 | Executive and Director Compensation | 2024 PROXY STATEMENT MARRIOTT VACATIONS WORLDWIDE |

  135. Market Data

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

  136. Market Data

    | 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. |

  137. Role of the Compensation Consultant

    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.

  138. Role of Management

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  139. Bonuses and Incentives

    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:

  140. Bonuses and Incentives

    | Name | 2023 Target | 2022 Target | Percent Change | | Mr. Geller | 150% | 125% | 20% | | Mr. Marino(1) | 100% | 40% | 150% | | Mr. Terry | 100% | 100% | 0% | | Mr. Miller | 100% | 100% | 0% | | Ms. Marbert | 100% | 100% | 0% | | Mr. Hunter | 90% | 90% | 0% |

  141. Bonuses and Incentives

    | (1) Mr. Marino was previously a Senior Vice President with a target bonus potential of 40%. |

  142. Bonuses and Incentives

    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

  143. Bonuses and Incentives

    | 38 | Executive and Director Compensation | 2024 PROXY STATEMENT MARRIOTT VACATIONS WORLDWIDE |

  144. Bonuses and Incentives

    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.

  145. Bonuses and Incentives

    | 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% |

  146. Bonuses and Incentives

    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:

  147. Bonuses and Incentives

    | 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% |

  148. Bonuses and Incentives

    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:

  149. Bonuses and Incentives

    | Name | 2023 Bonus Payout | | Mr. Geller | $377,625 | | Mr. Marino(1) | $59,195 | | Mr. Terry(2) | $412,500 | | Mr. Miller | $216,505 | | Ms. Marbert | $147,605 | | Mr. Hunter | $115,816 |

  150. Bonuses and Incentives

    | (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). |

  151. Bonuses and Incentives

    | (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. |

  152. Bonuses and Incentives

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  153. Stock Awards

    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:

  154. Stock Awards

    | Type of Award | Percentage of 2023 Award | Percentage of 2022 Award | | Performance Units | 50% | 50% | | SARs | 20% | 30% | | RSUs | 30% | 20% |

  155. Stock Awards

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  156. Stock Awards

    | 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% |

  157. Other Compensation

    | MARRIOTT VACATIONS WORLDWIDE 2024 PROXY STATEMENT | Executive and Director Compensation | 41 |

  158. Other Compensation

    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”).

  159. Other Compensation

    | 42 | Executive and Director Compensation | 2024 PROXY STATEMENT MARRIOTT VACATIONS WORLDWIDE |

  160. Other Compensation

    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.”

  161. Stock Ownership Guidelines

    | MARRIOTT VACATIONS WORLDWIDE 2024 PROXY STATEMENT | Executive and Director Compensation | 43 |

  162. Employment Agreements

    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.

  163. REPORT OF THE COMPENSATION POLICY COMMITTEE

    | 44 | Executive and Director Compensation | 2024 PROXY STATEMENT MARRIOTT VACATIONS WORLDWIDE |

  164. SUMMARY COMPENSATION TABLE

    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.

  165. SUMMARY COMPENSATION TABLE

    | Fiscal Year | Salary(1) | 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 |

  166. SUMMARY COMPENSATION TABLE

    | (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. |

  167. SUMMARY COMPENSATION TABLE

    | (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. |

  168. SUMMARY COMPENSATION TABLE

    | (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. |

  169. SUMMARY COMPENSATION TABLE

    | MARRIOTT VACATIONS WORLDWIDE 2024 PROXY STATEMENT | Executive Compensation Tables and Discussion | 45 |

  170. SUMMARY COMPENSATION TABLE

    | (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. |

  171. SUMMARY COMPENSATION TABLE

    | (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). |

  172. Grants of Plan-Based Awards for Fiscal Year 2023

    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.

  173. Grants of Plan-Based Awards for Fiscal Year 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 Type(1) | 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 |

  174. Grants of Plan-Based Awards for Fiscal Year 2023

    | (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. |

  175. Grants of Plan-Based Awards for Fiscal Year 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. |

  176. Grants of Plan-Based Awards for Fiscal Year 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. |

  177. Grants of Plan-Based Awards for Fiscal Year 2023

    | (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. |

  178. Grants of Plan-Based Awards for Fiscal Year 2023

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

  179. Grants of Plan-Based Awards for Fiscal Year 2023

    | (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. |

  180. Grants of Plan-Based Awards for Fiscal Year 2023

    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.”

  181. Outstanding Equity Awards at 2023 Fiscal Year-End

    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.

  182. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | 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 | — | — | — | — | 2,956 | 250,935 | — | — | | 12/15/2021 | VAC RSUs | — | — | — | — | 6,860 | 582,345 | — | — | | 2/28/2022 | VAC RSUs | — | — | — | — | 1,957 | 166,130 | — | — | | 2/27/2023 | VAC RSUs | — | — | — | — | 8,212 | 697,117 | — | — |

  183. Outstanding Equity Awards at 2023 Fiscal Year-End

    | MARRIOTT VACATIONS WORLDWIDE 2024 PROXY STATEMENT | Executive Compensation Tables and Discussion | 47 |

  184. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | 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. Marino | | | | | | | | | | | 2/28/2022 | Performance(4) | — | — | — | — | — | — | 460(4) | 39,049(5) | | 2/27/2023 | Performance(6) | — | — | — | — | — | — | —(6) | —(7) | | 3/1/2021 | VAC SARs | 354 | 354 | 173.88 | 3/1/2031 | — | — | — | — | | 3/2/2020 | VAC RSUs | — | — | — | — | 196 | 16,638 | — | — | | 3/1/2021 | VAC RSUs | — | — | — | — | 444 | 37,691 | — | — | | 12/15/2021 | VAC RSUs | — | — | — | — | 450 | 38,201 | — | — | | 2/28/2022 | VAC RSUs | — | — | — | — | 514 | 43,633 | — | — | | 2/27/2023 | VAC RSUs | — | — | — | — | 1,027 | 87,182 | — | — | | 11/15/2023 | VAC RSUs | — | — | — | — | 3,338 | 283,363 | — | — | | A. Terry | | | | | | | | | | | 2/28/2022 | Performance(4) | — | — | — | — | — | — | 1,909(4) | 162,055(5) | | 2/27/2023 | Performance(6) | — | — | — | — | — | — | —(6) | —(7) | | 3/1/2021 | VAC SARs | 665 | 665 | 173.88 | 3/1/2031 | — | — | — | — | | 2/28/2022 | VAC SARs | 1,256 | 3,771 | 159.27 | 2/28/2032 | — | — | — | — | | 2/27/2023 | VAC SARs | — | 3,420 | 153.10 | 2/27/2033 | — | — | — | — | | 3/2/2020 | VAC RSUs | — | — | — | — | 368 | 31,240 | — | — | | 3/1/2021 | VAC RSUs | — | — | — | — | 417 | 35,399 | — | — | | 11/16/2021 | VAC RSUs | — | — | — | — | 763 | 64,771 | — | — | | 12/15/2021 | VAC RSUs | — | — | — | — | 1,022 | 86,758 | — | — | | 2/28/2022 | VAC RSUs | — | — | — | — | 979 | 83,107 | — | — | | 2/27/2023 | VAC RSUs | — | — | — | — | 2,053 | 174,279 | — | — | | B. Miller | | | | | | | | | | | 2/28/2022 | Performance(4) | — | — | — | — | — | — | 3,944(4) | 334,806(5) | | 2/27/2023 | Performance(6) | — | — | — | — | — | — | —(6) | —(7) | | 3/1/2018 | VAC SARs | 4,358 | — | 143.38 | 3/1/2028 | — | — | — | — | | 3/4/2019 | VAC SARs | 3,635 | — | 100.52 | 3/4/2029 | — | — | — | — | | 3/2/2020 | VAC SARs | 4,556 | 2,278 | 96.82 | 3/2/2030 | — | — | — | — | | 3/1/2021 | VAC SARs | 3,892 | 3,892 | 173.88 | 3/1/2031 | — | — | — | — | | 2/28/2022 | VAC SARs | 1,508 | 4,524 | 159.27 | 2/28/2032 | — | — | — | — | | 2/27/2023 | VAC SARs | — | 5,128 | 153.10 | 2/27/2033 | — | — | — | — | | 3/2/2020 | VAC RSUs | — | — | — | — | 490 | 41,596 | — | — | | 3/1/2021 | VAC RSUs | — | — | — | — | 1,626 | 138,031 | — | — | | 12/15/2021 | VAC RSUs | — | — | — | — | 3,773 | 320,290 | — | — | | 2/28/2022 | VAC RSUs | — | — | — | — | 1,174 | 99,661 | — | — | | 2/27/2023 | VAC RSUs | — | — | — | — | 3,080 | 261,461 | — | — | | J. Marbert | | | | | | | | | | | 2/28/2022 | Performance(4) | — | — | — | — | — | — | 3,287(4) | 279,033(5) | | 2/27/2023 | Performance(6) | — | — | — | — | — | — | —(6) | —(7) | | 3/4/2019 | VAC SARs | 8,827 | — | 100.52 | 3/4/2029 | — | — | — | — | | 3/2/2020 | VAC SARs | 6,834 | 2,278 | 96.82 | 3/2/2030 | — | — | — | — | | 3/1/2021 | VAC SARs | 3,538 | 3,538 | 173.88 | 3/1/2031 | — | — | — | — | | 2/28/2022 | VAC SARs | 1,256 | 3,771 | 159.27 | 2/28/2032 | — | — | — | — | | 2/27/2023 | VAC SARs | — | 3,761 | 153.10 | 2/27/2033 | — | — | — | — | | 3/2/2020 | VAC RSUs | — | — | — | — | 490 | 41,596 | — | — | | 3/1/2021 | VAC RSUs | — | — | — | — | 1,478 | 125,467 | — | — | | 12/15/2021 | VAC RSUs | — | — | — | — | 3,430 | 291,173 | — | — | | 2/28/2022 | VAC RSUs | — | — | — | — | 979 | 83,107 | — | — | | 2/27/2023 | VAC RSUs | — | — | — | — | 2,258 | 191,682 | — | — |

  185. Outstanding Equity Awards at 2023 Fiscal Year-End

    | 48 | Executive Compensation Tables and Discussion | 2024 PROXY STATEMENT MARRIOTT VACATIONS WORLDWIDE |

  186. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | 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. Hunter | | | | | | | | | | | 2/28/2022 | Performance(4) | — | — | — | — | — | — | 2,958(4) | 251,105(5) | | 2/27/2023 | Performance(6) | — | — | — | — | — | — | —(6) | —(7) | | 3/2/2015 | VAC SARs | 4,034 | — | 77.42 | 3/2/2025 | — | — | — | — | | 2/29/2016 | VAC SARs | 7,444 | — | 61.71 | 2/28/2026 | — | — | — | — | | 2/27/2017 | VAC SARs | 4,886 | — | 97.53 | 2/27/2027 | — | — | — | — | | 3/1/2018 | VAC SARs | 4,190 | — | 143.38 | 3/1/2028 | — | — | — | — | | 3/4/2019 | VAC SARs | 6,750 | — | 100.52 | 3/4/2029 | — | — | — | — | | 3/2/2020 | VAC SARs | 5,695 | 1,899 | 96.82 | 3/2/2030 | — | — | — | — | | 3/1/2021 | VAC SARs | 3,007 | 3,008 | 173.88 | 3/1/2031 | — | — | — | — | | 2/28/2022 | VAC SARs | 1,131 | 3,393 | 159.27 | 2/28/2032 | — | — | — | — | | 2/27/2023 | VAC SARs | — | 3,419 | 153.10 | 2/27/2033 | — | — | — | — | | 3/2/2020 | VAC RSUs | — | — | — | — | 409 | 34,720 | — | — | | 3/1/2021 | VAC RSUs | — | — | — | — | 1,256 | 106,622 | — | — | | 12/15/2021 | VAC RSUs | — | — | — | — | 2,915 | 247,454 | — | — | | 2/28/2022 | VAC RSUs | — | — | — | — | 881 | 74,788 | — | — | | 2/27/2023 | VAC RSUs | — | — | — | — | 2,053 | 174,279 | — | — |

  187. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) “Performance,” “SARs” and “RSUs” refer to Performance Units, SARs and RSUs, respectively, granted under the 2020 Equity Plan with respect to equity awards granted after March 2020. Prior grants were awarded under the Marriott Vacations Worldwide Corporation Amended and Restated Stock and Cash Incentive Plan, and in the case of Ms. Marbert, grants awarded in 2019 and prior were under the Interval Leisure Group, Inc. 2013 Stock and Incentive Compensation Plan. |

  188. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (2) SARs vest and become exercisable in four equal annual increments beginning on the February 15th following the grant date. |

  189. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (3) RSUs vest in four equal annual increments beginning on the February 15th following the grant date, however, RSUs granted on November 9, 2020, December 15, 2021, and November 15, 2023 are subject to a three-year cliff vesting, and the RSUs granted to Mr. Terry on November 16, 2021 vest over four years in equal annual increments beginning on the November 15th following the grant date. |

  190. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (4) With respect to Performance Units granted on February 28, 2022, the number of shares that the named executive officer will receive will be determined after the end of the performance period on December 31, 2024 and will be based upon the achievement of specified levels of performance during that performance period, as modified. Number of shares shown represents the number of shares of our common stock that can be issued after the end of the performance period on December 31, 2024, based on target level of achievement with respect to certain performance targets discussed above. The number of shares of our common stock that can be issued ranges from 0 shares to 13,148 shares for Mr. Geller (6,574 shares for performance at target level), 920 shares for Mr. Marino (460 shares for performance at target level), 3,818 shares for Mr. Terry (1,909 shares for performance at target level), 7,888 shares for Mr. Miller (3,944 shares for performance at target level), 6,574 shares for Ms. Marbert (3,287 shares for performance at target level), and 5,916 shares for Mr. Hunter (2,958 shares for performance at target level). |

  191. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (5) Calculated by multiplying $84.89, the closing market price of our common stock on December 31, 2023, by the number of Performance Units granted, assuming achievement at the target level of performance. The market value of the shares of our common stock that can be issued on the vesting date, based on the Company’s achievement of certain performance targets discussed above, ranges from $0 (if the minimum number of shares, 0 shares, were to be received) to $1,116,134 for Mr. Geller ($558,067 for performance at target level), $78,099 for Mr. Marino ($39,049 for performance at target level), $324,110 for Mr. Terry ($162,055 for performance at target level), $669,612 for Mr. Miller ($334,806 for performance at target level), $558,067 for Ms. Marbert ($279,033 for performance at target level), and $502,209 for Mr. Hunter ($251,105 for performance at target level). |

  192. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (6) With respect to Performance Units granted on February 27, 2023, the number of shares that the named executive officer will receive will be determined after the end of the performance period on December 31, 2025 and will be based upon the achievement of specified levels of performance during that performance period, as modified. Number of shares shown represents the number of shares of our common stock that can be issued after the end of the performance period on December 31, 2025, based on threshold level of achievement with respect to certain performance targets discussed above. The number of shares of our common stock that can be issued ranges from 0 shares to 27,638 shares for Mr. Geller (13,819 shares for performance at target level), 1,382 shares for Mr. Marino (691 shares for performance at target level), 2,822 shares for Mr. Terry (1,411 shares for performance at target level), 10,364 shares for Mr. Miller (5,182 shares for performance at target level), 7,600 shares for Ms. Marbert (3,800 shares for performance at target level), and 6,910 shares for Mr. Hunter (3,455 shares for performance at target level). |

  193. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (7) Calculated by multiplying $84.89, the closing market price of our common stock on December 31, 2023, by the number of Performance Units granted, assuming achievement at the threshold level of performance. The market value of the shares of our common stock that can be issued on the vesting date, based on the Company’s achievement of certain performance targets discussed above, ranges from $0 (if the minimum number of shares, 0 shares, were to be received) to $2,346,190 for Mr. Geller ($1,173,095 for performance at target level), $117,318 for Mr. Marino ($58,659 for performance at target level), $239,560 for Mr. Terry ($119,780 for performance at target level), $879,800 for Mr. Miller ($439,900 for performance at target level), $645,164 for Ms. Marbert ($322,582 for performance at target level), and $586,590 for Mr. Hunter ($293,295 for performance at target level). |

  194. Outstanding Equity Awards at 2023 Fiscal Year-End

    | MARRIOTT VACATIONS WORLDWIDE 2024 PROXY STATEMENT | Executive Compensation Tables and Discussion | 49 |

  195. Option Exercises and Stock Vested During Fiscal Year 2023

    Option Exercises and Stock Vested During Fiscal Year 2023 The following table shows information about option and SAR exercises and vesting of Performance Units and RSUs during fiscal year 2023.

  196. Option Exercises and Stock Vested During Fiscal Year 2023

    | | Option/SAR Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise(1) | Number of Shares Acquired on Vesting(2) | Value Realized on Vesting | | J. Geller | — | $— | 3,922 | $638,855 | | J. Marino | — | — | 1,522 | 196,186 | | A. Terry | — | — | 2,230 | 285,073 | | B. Miller | — | — | 3,266 | 442,527 | | J. Marbert | — | — | 2,104 | 342,721 | | J. Hunter | 2,136 | 221,698 | 1,752 | 285,383 |

  197. Option Exercises and Stock Vested During Fiscal Year 2023

    | (1) The value realized upon exercise is based on the current trading price at the time of exercise. |

  198. Option Exercises and Stock Vested During Fiscal Year 2023

    | (2) Represents the vesting of RSUs in 2023. The Company did not grant Performance Units in 2021. As a result no Performance Units were vested as of December 31,2023. |

  199. Nonqualified Deferred Compensation for Fiscal Year 2023

    Nonqualified Deferred Compensation for Fiscal Year 2023 The following table discloses contributions, earnings, distributions and balances under the MVW Deferred Compensation Plan and the Marriott Deferred Compensation Plan for the 2023 fiscal year. Our executives ceased to be eligible to make further contributions under the Marriott Deferred Compensation Plan as of the Spin-Off. We agreed to reimburse Marriott International for any payments made to our employees under the Marriott Deferred Compensation Plan. Unless otherwise indicated, amounts relate to contributions, earnings, distributions and balances under the MVW Deferred Compensation Plan.

  200. Nonqualified Deferred Compensation for Fiscal Year 2023

    | Name | Plan(1) | Executive Contributions in Last FY(2) | Company Contributions in Last FY(3) | Aggregate Earnings in Last FY | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE(4) | | J. Geller | DCP | $320,768 | $14,642 | $44,707(5) | $165,222 | $749,909(6) | | | MDCP | — | — | 10,538(5) | — | 303,283(7) | | J. Marino | DCP | 50,327 | 4,499 | 74,983(5) | — | 547,214(6) | | A. Terry | DCP | 167,962 | 8,148 | 126,818(5) | 6,423 | 1,330,745(6) | | | MDCP | — | — | 8,228(5) | 282,490 | —(7) | | B. Miller | DCP | 166,943 | 15,921 | 42,569(5) | — | 1,308,038(6) | | | MDCP | — | — | 33,689(5) | — | 969,441(7) | | J. Marbert | DCP | 141,723 | 10,859 | 22,631(5) | — | 354,322(6) | | J. Hunter | DCP | 45,899 | 9,285 | 74,453(5) | — | 563,821(6) | | | MDCP | — | — | 4,733(5) | — | 136,085(7) |

  201. Nonqualified Deferred Compensation for Fiscal Year 2023

    | (1) “DCP” and “MDCP” refer to the MVW Deferred Compensation Plan and the Marriott Deferred Compensation Plan, respectively. |

  202. Nonqualified Deferred Compensation for Fiscal Year 2023

    | (2) The amounts in this column consist of elective deferrals by the named executive officers of salary for the 2023 fiscal year and non-equity incentive plan compensation for the 2022 fiscal year paid in 2023 under the MVW Deferred Compensation Plan. All of these amounts that are attributable to 2023 salary are reported in the Summary Compensation Table, and all of the amounts that are attributable to 2022 non-equity incentive plan compensation were included in the 2022 Summary Compensation Table. |

  203. Nonqualified Deferred Compensation for Fiscal Year 2023

    | (3) The amounts in this column consist of Company contributions that were accrued during 2023 and credited to the participants’ accounts in 2024 under the MVW Deferred Compensation Plan. All of these amounts are included in the Summary Compensation Table in the “All Other Compensation” column for 2023. |

  204. Nonqualified Deferred Compensation for Fiscal Year 2023

    | (4) This column includes amounts in each named executive officer’s total MVW Deferred Compensation Plan account balance as of the last day of the 2023 fiscal year, and does not take into account the amounts in the “Company Contributions in Last Fiscal Year” column in the table above that were accrued during fiscal 2023 but credited to the participants’ accounts in 2024. |

  205. Nonqualified Deferred Compensation for Fiscal Year 2023

    | (5) These amounts consist of the aggregate notional earnings during 2023 of each named executive officer’s account in the MVW Deferred Compensation Plan or the Marriott Deferred Compensation Plan. Such earnings are reported in the Summary Compensation Table only to the extent that they were credited at a fixed rate of interest in excess of 120% of the applicable federal long-term rate. 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. |

  206. Nonqualified Deferred Compensation for Fiscal Year 2023

    | (6) Of these amounts, the following were previously reported in the Summary Compensation Table of previously filed proxy statements: Mr. Geller, $912,756; Mr. Marino, $0; Mr. Terry, $217,726; Mr. Miller, $1,002,905; Ms. Marbert, $197,705; and Mr. Hunter, $56,435. |

  207. Nonqualified Deferred Compensation for Fiscal Year 2023

    | (7) Of these amounts, the following were previously reported in the Summary Compensation Table of previously filed proxy statements or in a Summary Compensation Table included in a Form 10 or Annual Report on Form 10-K: Mr. Geller, $100,258; Mr. Marino, $0; Mr. Terry, $6,618; Mr. Miller, $233,184; Ms. Marbert, $0; and Mr. Hunter, $23,778. |

  208. Nonqualified Deferred Compensation for Fiscal Year 2023

    | 50 | Executive Compensation Tables and Discussion | 2024 PROXY STATEMENT MARRIOTT VACATIONS WORLDWIDE |

  209. Nonqualified Deferred Compensation for Fiscal Year 2023

    For 2023, we credited amounts subject to the fixed rate of return in participant plan accounts with a rate of return of 3.5%. For 2023, Marriott International credited participant plan accounts with a rate of return of 3.6%, determined largely based on Marriott International’s estimated long-term cost of borrowing. To the extent that either of these fixed rates exceeds 120% of the applicable federal long-term rate, the excess is reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column of the Summary Compensation Table. The terms of the MVW Deferred Compensation Plan are described above under “Deferred Compensation Plan.” Under the Marriott Deferred Compensation Plan, the named executive officers could defer the receipt of up to 80% of their salary, bonus, non-equity incentive plan compensation and/or commissions, which amounts were immediately vested. In addition, the named executive officers were eligible to receive a discretionary match or other discretionary contributions, which were vested when made (other than discretionary contributions made for any year prior to 2009, which vested 25 percent per year for each year that the executive remained employed by Marriott International or us), all of which have vested. Because our executives ceased to be eligible to make further contributions under the Marriott Deferred Compensation Plan as of the Spin-Off, no match or discretionary company contribution was received by any of the named executive officers for 2023. Our named executive officers can receive a distribution of the vested portion of their Marriott Deferred Compensation Plan accounts upon termination of employment (including retirement or disability) or, in the case of deferrals by the executive (and related earnings), upon a specified future date while still employed (an “in-service distribution”), as elected by the executive. Each plan year’s deferrals have a separate distribution election. Distributions payable upon termination of employment are payable as: (i) a lump sum cash payment; (ii) a series of annual cash installments payable over a designated term not to exceed twenty years; or (iii) five annual cash payments beginning on the sixth January following termination of employment, in each case as elected by the executive. In the case of amounts of $10,000 or less, or when no election regarding the form of distribution was made, the distribution is made in a lump sum. The Spin-Off did not by itself trigger a distribution upon termination of employment under the Marriott Deferred Compensation Plan, and continued employment with the Company is treated as employment for purposes of the Marriott Deferred Compensation Plan.

  210. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following information relates to benefits that would have been paid or payable had a change in control occurred and/or a named executive officer’s employment with the Company terminated as of December 31, 2023, the last business day of our fiscal year. The table below reflects the intrinsic value of unvested stock awards, unvested MVW Deferred Compensation Plan accounts and incentive payments under the Bonus Plan that each named executive officer would have received upon retirement, disability, death, resignation, involuntary termination of employment, or a change in control as of December 31, 2023 (based on our closing stock price of $84.89 as of that date).

  211. Potential Payments Upon Termination or Change in Control

    | Name | Plan | Retirement(1) | Disability | Death | Resignation or Involuntary Termination(2) | Termination Following Change In Control(3) | | J. Geller | Cash Severance | $— | $— | $— | $— | $7,125,000 | | | Annual Bonus(4) | 377,625 | 377,625 | 377,625 | — | 1,425,000 | | | Other Benefits(5) | — | — | — | — | 60,636 | | | MVW Equity Awards(6) | 1,850,173 | 2,197,129 | 2,473,940 | — | 3,497,044 | | | Deferred Compensation Plan(7) | 61,604 | — | 61,604 | — | 61,604 | | | Total | $2,289,402 | $2,574,754 | $2,913,169 | $— | $12,169,284 | | J. Marino | Cash Severance | $— | $— | $— | $— | $1,900,000 | | | Annual Bonus(4) | — | 59,195 | 59,195 | — | 214,236 | | | Other Benefits(5) | — | — | — | — | 39,209 | | | MVW Equity Awards(6) | — | 155,774 | 549,324 | — | 604,416 | | | Deferred Compensation Plan(7) | — | — | 16,618 | — | 16,618 | | | Total | $— | $214,969 | $625,137 | $— | $2,774,479 | | A. Terry(8) | Cash Severance | $— | $— | $— | $— | $— | | | Annual Bonus(4) | 412,500 | — | — | — | — | | | Other Benefits(5) | — | — | — | — | — | | | MVW Equity Awards(6) | 529,997 | — | — | — | — | | | Deferred Compensation Plan(7) | 35,015 | — | — | — | — | | | Total | $977,512 | $— | $— | $— | $— | | B. Miller | Cash Severance | $— | $— | $— | $— | $3,268,000 | | | Annual Bonus(4) | 216,505 | 216,505 | 216,505 | — | 817,000 | | | Other Benefits(5) | — | — | — | — | 37,425 | | | MVW Equity Awards(6) | 941,325 | 1,071,430 | 1,207,783 | — | 1,635,745 | | | Deferred Compensation Plan(7) | 61,848 | — | 61,848 | — | 61,848 | | | Total | $1,219,678 | $1,287,935 | $1,486,136 | $— | $5,820,018 | | J. Marbert | Cash Severance | $— | $— | $— | $— | $2,228,000 | | | Annual Bonus(4) | 147,605 | 147,605 | 147,605 | — | 557,000 | | | Other Benefits(5) | — | — | — | — | 27,485 | | | MVW Equity Awards(6) | 795,613 | 891,020 | 1,008,983 | — | 1,334,640 | | | Deferred Compensation Plan(7) | 39,172 | — | 39,172 | — | 39,172 | | | Total | $982,390 | $1,038,625 | $1,195,760 | $— | $4,186,297 |

  212. Potential Payments Upon Termination or Change in Control

    | MARRIOTT VACATIONS WORLDWIDE 2024 PROXY STATEMENT | Executive Compensation Tables and Discussion | 51 |

  213. Potential Payments Upon Termination or Change in Control

    | Name | Plan | Retirement(1) | Disability | Death | Resignation or Involuntary Termination(2) | Termination Following Change In Control(3) | | J. Hunter | Cash Severance | $— | $— | $— | $— | $1,845,280 | | | Annual Bonus(4) | 115,816 | 115,816 | 115,816 | — | 437,040 | | | Other Benefits(5) | — | — | — | — | 38,095 | | | MVW Equity Awards(6) | 698,610 | 785,355 | 887,087 | — | 1,182,263 | | | Deferred Compensation Plan(7) | 35,110 | — | 35,110 | — | 35,110 | | | Total | $849,536 | $901,171 | $1,038,013 | $— | $3,537,788 |

  214. Potential Payments Upon Termination or Change in Control

    | (1) Each of Mr. Geller, Mr. Miller, Ms. Marbert, and Mr. Hunter is eligible for “approved retiree” status under the MVW Deferred Compensation Plan and the Equity Plans. Amounts in this column reflect the benefits each would receive if he or she ceased being employed by the Company for any reason on December 31, 2023 and satisfied the requirements of such plans for qualification as an approved retiree. The amounts for Mr. Terry represent the amounts he received as an approved retiree. |

  215. Potential Payments Upon Termination or Change in Control

    | (2) Upon resignation or termination with cause, no benefits would be payable. In addition, there are no contractual rights providing for payment upon a termination without cause other than in connection with a change in control. Any such payments would be based upon negotiation at the time of such termination. |

  216. Potential Payments Upon Termination or Change in Control

    | (3) As described above under “Change in Control Arrangements,” a named executive officer who participates in the Change in Control Plan and who executes a waiver and release of claims in favor of the Company will receive the following 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, or death, or is terminated by the named executive officer for Good Reason, in each case, within two years following a Change in Control of the Company: (1) a cash severance payment, payable in a lump sum, equal to two times (or three times, in the case of the Chief Executive Officer of the Company) the sum of his or her Base Salary and Target Bonus; (2) twenty-four months (or thirty-six months, in the case of the Chief Executive Officer of the Company) of Company-subsidized medical, dental and life-insurance coverage for such named 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 (“Benefit Coverage”); (3) any unpaid salary or bonus as of the Termination date for any previously-completed fiscal year (“Earned Amounts”); (4) a pro-rata bonus for the fiscal year in which the named executive officer’s employment is terminated assuming achievement at the target level of performance; (5) vesting of all restricted stock, RSUs or other share-based awards in a form substantially similar to restricted stock or RSUs as of the Termination date; (6) vesting of all unvested or unexercisable options, SARs or other share-based awards in a form substantially similar to options or SARs, which will be exercisable until the earlier of the end of their original term or 12 months (or in the case of certain approved retirees, five years) following the Termination date; and (7) the vesting and immediate payment of all other cash performance units or other share-based awards subject to performance-based vesting criteria based on a presumed achievement of target levels of performance. No amounts are shown for Earned Amounts as we have assumed there would be no such amounts unpaid on the last day of the fiscal year. Certain terms in this footnote are defined above under “Change in Control Arrangements.” |

  217. Potential Payments Upon Termination or Change in Control

    | (4) Upon retirement after either reaching age 55 and completing ten years of service, disability or death, the named executive officer would be entitled to a pro-rata bonus based on target achievement under the 2023 Bonus Plan. The amount shown with respect to annual bonus for each named executive officer is the actual payout amount for 2023. See Note 3 for a description of annual bonus amounts payable following a Change in Control. |

  218. Potential Payments Upon Termination or Change in Control

    | (5) Consists of the Benefit Coverage payable under the Change in Control Plan. |

  219. Potential Payments Upon Termination or Change in Control

    | (6) Upon retirement or permanent disability (as defined in the pertinent plan), a named executive officer may continue to vest in and receive distributions under outstanding stock awards for the remainder of their vesting period and may exercise options and SARs for up to five years in accordance with the awards’ original terms; provided however that upon permanent disability, the Performance Units will immediately vest assuming achievement at the target level of performance. Annual stock awards provide that if the executive retires within one year after the grant date, the executive forfeits a portion of the stock award proportional to the number of days remaining within that one-year period. For these purposes, retirement means a termination of employment with retirement approval of the CPC by an executive who had attained age 55 with 10 years of service. In all cases, however, the CPC or its designee has the authority to revoke approved retiree status if an executive’s employment terminated for serious misconduct or was subsequently found to have engaged in competition or engaged in criminal conduct or other behavior that was actually or potentially harmful to the Company. A named executive officer who dies as an employee or approved retiree would immediately vest in his or her options, SARs and other stock awards. As of December 31, 2023, each of Mr. Geller, Ms. Marbert, Mr. Miller, and Mr. Hunter and Mr. Terry as of his retirement date met the age and service conditions for retirement eligibility. The value of Performance Units vesting upon retirement is calculated based on the probable outcome of the performance conditions as of December 31, 2023; the value of Performance Units vesting upon disability or death is calculated assuming achievement at the target level of performance. See Note 3 for a description of treatment of outstanding equity awards following a Change in Control. |

  220. Potential Payments Upon Termination or Change in Control

    | (7) Consists of the value of unvested employer credits under the MVW Deferred Compensation Plan. The Company may credit participants’ accounts with employer credits that will vest at a rate of 25% 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. Upon a change in control of the Company or a participant’s death or retirement after reaching age 55 and completing ten years of service, all employer credits will immediately vest in full. Although the Marriott Deferred Compensation Plan also provided for employer credits, no named executive officer has unvested employer credits under the Marriott Deferred Compensation Plan. |

  221. Potential Payments Upon Termination or Change in Control

    | (8) Mr. Terry retired on September 29, 2023 and is an approved retiree. |

  222. Potential Payments Upon Termination or Change in Control

    The benefits reported in the table and narrative above are in addition to benefits available prior to the occurrence of any termination of employment, including benefits available under then-exercisable SARs and options and vested MVW Deferred Compensation Plan balances, and benefits available generally to salaried employees such as benefits under the 401(k) Plan, group medical and dental plans, life and accidental death insurance plans, disability programs, health and dependent care spending accounts, and accrued paid time off. Amounts actually received if any of the named executive officers cease to be employed will vary based on factors such as the timing during the year of any such event, the price of the Company’s stock, the named executive officer’s age, and any changes to our benefit arrangements and policies. We may determine to provide additional or different benefits in connection with any executive’s termination.

  223. Potential Payments Upon Termination or Change in Control

    | 52 | Executive Compensation Tables and Discussion | 2024 PROXY STATEMENT MARRIOTT VACATIONS WORLDWIDE |

  224. CEO PAY RATIO

    CEO PAY RATIO Under rules adopted pursuant to the Dodd-Frank Act of 2010, we are required to calculate and disclose the total compensation paid to our median employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to our CEO. Under the relevant rules, we are required to identify the median employee by use of a consistently applied compensation measure. We chose to utilize compensation rules that were consistent with the Summary Compensation Table. We did not perform adjustments to the compensation paid to part-time employees to calculate what they would have been paid on a full-time basis. As of December 31, 2023, the date for the determination of the median employee, we had 22,003 employees in 25 countries for purposes of this determination, however, the vast majority of these employees were in North America. In identifying the median employee, we excluded workers in 18 countries totaling 1,028 associates (approximately 4.7% of our workforce) as permitted by the de minimis exemption rules, given the small portion of the total employee population in these countries. We excluded the following number of workers from the following countries in the identification of the median employee.

  225. CEO PAY RATIO

    | Country | Number of Associates | Country | Number of Associates | | Argentina | 10 | Finland | 7 | | Australia | 31 | Germany | 14 | | Bahamas | 24 | Hong Kong | 3 | | Brazil | 3 | Indonesia | 217 | | China | 61 | Italy | 2 | | Columbia | 14 | Japan | 63 | | Costa Rica | 19 | St. Kitts | 63 | | Egypt | 8 | Thailand | 307 | | France | 138 | UAE | 44 |

  226. CEO PAY RATIO

    After applying our methodology and excluding the employees listed above, we identified the median employee. Our median employee compensation as calculated using Summary Compensation Table requirements was $44,551. Our CEO’s compensation as reported in the Summary Compensation Table was $5,360,952. Therefore, our CEO to median employee pay ratio is 119:1. Note that the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. This information is being provided for compliance purposes. Neither the CPC nor management of the Company used the pay ratio measure in making compensation decisions.

  227. CEO PAY RATIO

    | MARRIOTT VACATIONS WORLDWIDE 2024 PROXY STATEMENT | Executive Compensation Tables and Discussion | 53 |

  228. PAY VS. PERFORMANCE

    PAY VS. PERFORMANCE Under rules adopted pursuant to the Dodd-Frank Act of 2010, we are required to disclose pay versus performance for our Principal Executive Officer (“PEO”) and the other NEOs. Under the relevant rules, we are required to provide (i) the compensation actually paid to these individuals compared to the Summary Compensation Table, (ii) the total stockholder return (“TSR”) for the Company and chosen peer group, calculated against an initial investment value of $100, (iii) our net income and (iv) another selected Company measure. The table below represents each of these requirements, beginning with fiscal year 2020. The Company utilized the S&P Composite 1500 Hotels, Resorts & Cruise TSR Index, for the peer group. This index has been utilized historically in our Annual Reports on Form 10-K in connection with the required performance graph and most closely aligns with our line of business. Adjusted EBITDA, as previously defined, was chosen as the Company-selected financial measure as it is an important indicator of the Company’s operating performance. It is also a measure of our ability to service debt, fund capital expenditures, expand the business, and return cash to the stockholders. As it relates to compensation decisions, Adjusted EBITDA allows for period-over-period comparisons of our ongoing core operations before the impact of excluded items. The CPC establishes goals that are designed to maintain high standards that are achievable but not certain to be met. We utilize this measure in both the short-term incentive plan and the three-year performance awards because it ensures that short-term management decisions are not influenced by short-term gain at the expense of long-term performance. The CPC reviews a number of performance metrics when assessing the Company’s performance. However, for compensation decisions, the following metrics are the most important:

  229. PAY VS. PERFORMANCE

    | • | Adjusted EBITDA, with its relative importance noted above, used in both the short- and long-term incentive |

  230. PAY VS. PERFORMANCE

    | • | Total Revenue, a top line financial measure that captures the business and brand contributions to overall company financials, used in the short-term incentive |

  231. PAY VS. PERFORMANCE

    | • | Adjusted Return on Invested Capital, a strong driver of free cash flow and important comparator to other companies, used in the long-term incentive |

  232. PAY VS. PERFORMANCE

    | Fiscal Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO 1,2,3,4 | Average Summary Compensation Table Total for Non-PEO Named Executive Officers | Average Compensation Actually Paid to Non-PEO Named Executive Officers 1,2,5,6 | Value of Initial Fixed $100 Investment Based on: | | Net Income (Loss) | Adjusted EBITDA (Company Measure) 7 | | | | | | | MVW Total Stockholder Return | S&P Composite 1500 Hotels, Resorts & Cruise TSR Index | | | | 2023 | $5,360,952 | $1,100,008 | $1,915,795 | $581,977 | $70.60 | $114.30 | $253,228,121 | $760,717,150 | | 2022 | 9,832,891 | 6,159,868 | 3,016,545 | 2,256,841 | 107.79 | 71.44 | 390,774,814 | 966,274,378 | | 2021 | 13,223,937 | 17,472,019 | 3,405,201 | 4,215,723 | 132.49 | 94.12 | 52,634,216 | 656,728,515 | | 2020 | 6,134,009 | 9,027,531 | 1,712,700 | 2,381,430 | 106.99 | 77.40 | (255,994,383) | 234,980,182 |

  233. PAY VS. PERFORMANCE

    | 1 | Compensation actually paid is calculated starting with the total compensation as reported in the Summary Compensation Table (“SCT”), and then the SCT value of restricted stock and units (including performance-based awards) plus SAR awards are deducted. The amount equal to the fair value at the end of the prior fiscal year or awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year are then deducted. Added to the calculation are: fair value, as of year-end, of awards granted in the first year that are outstanding and unvested; the change in fair value from the prior to current years for awards granted in prior fiscal years that are outstanding and unvested; and the change in fair value as of the vesting date (from the end of the prior fiscal year) for awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied by the end of the covered fiscal year. The fair value of awards that are subject to performance conditions are based on the most probable outcome at the end of the covered fiscal year. |

  234. PAY VS. PERFORMANCE

    | 2 | SAR calculations measuring the year-end fair value of the outstanding awards were performed by Infinite Equity, an independent equity valuation firm. |

  235. PAY VS. PERFORMANCE

    | 3 | Mr. Geller served as the Company’s PEO for 2023. Mr. Stephen P. Weisz served as the Company’s PEO for 2022, 2021 and 2020. |

  236. PAY VS. PERFORMANCE

    | 4 | The bridge between PEO reported SCT compensation to the Compensation Actually paid is outlined below: |

  237. PAY VS. PERFORMANCE

    | Fiscal Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards | Equity Award Adjustments (a) | Compensation Actually Paid to PEO | | 2023 | $5,360,952 | $(4,000,040) | $(260,904) | $1,100,008 |

  238. PAY VS. PERFORMANCE

    | 54 | Executive Compensation Tables and Discussion | 2024 PROXY STATEMENT MARRIOTT VACATIONS WORLDWIDE |

  239. PAY VS. PERFORMANCE

    | (a) The amounts deducted or added in calculating the equity award adjustments are as follows: |

  240. PAY VS. PERFORMANCE

    | Fiscal Year | Year End Fair Value of Equity Awards Granted in the Year and Unvested at Year End | Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value | Total Equity Award Adjustments | | 2023 | $1,007,813 | $(1,710,902) | $— | $442,185 | $— | $— | $(260,904) |

  241. PAY VS. PERFORMANCE

    | 5 | Included in the average compensation actually paid to Non-PEO named executive officers are the following individuals and time periods: Mr. Geller for 2022, 2021, and 2020; Mr. Marino for 2023; Mr. Terry for 2023, 2022 and 2021; Mr. Miller and Ms. Marbert for 2023, 2022, 2021 and 2020; Mr. Hunter for 2023; and Mr. Cunningham for 2021 and 2020. |

  242. PAY VS. PERFORMANCE

    | 6 | The bridge between non-PEO NEOs reported SCT compensation to the Compensation Actually paid is outlined below: |

  243. PAY VS. PERFORMANCE

    | Fiscal Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Equity Award Adjustments (a) | Average Compensation Actually Paid to Non-PEO NEOs | | 2023 | $1,915,795 | $(1,150,007) | $(183,811) | $581,977 |

  244. PAY VS. PERFORMANCE

    | (a) The amounts deducted or added in calculating the equity award adjustments are as follows: |

  245. PAY VS. PERFORMANCE

    | Fiscal Year | Average Year End Fair Value of Equity Awards Granted in the Year and Unvested at Year End | Year Over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year Over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value | Total Average Equity Award Adjustments | | 2023 | $255,521 | $(588,659) | $60,935 | $88,392 | $— | $— | $(183,811) |

  246. PAY VS. PERFORMANCE

    | 7 | Refer to description and reconciliation of Adjusted EBITDA in Appendix A. |

  247. PAY VS. PERFORMANCE

    | MARRIOTT VACATIONS WORLDWIDE 2024 PROXY STATEMENT | Executive Compensation Tables and Discussion | 55 |

  248. PAY VS. PERFORMANCE

    The below charts represent the alignment of the PEO and NEO pay to Net Income, Adjusted EBITDA, and Company and peer TSR. The graphical representation clearly demonstrates that both the PEO and NEO compensation actually paid (“CAP”) is aligned with stockholder performance. As noted, the financial metrics have increased year over year, whereas the CAP and company TSR have responded to various market conditions in a correlated fashion.

  249. PAY VS. PERFORMANCE

    | 56 | Executive Compensation Tables and Discussion | 2024 PROXY STATEMENT MARRIOTT VACATIONS WORLDWIDE |

  250. COMPENSATION ARRANGEMENTS FOR NON-EMPLOYEE DIRECTORS

    | Name | Fees Earned or Paid in Cash(1)(2) | Stock Awards(3) | Change in Pension Value and Non-qualified Deferred Compensation Earnings(4) | Total | | William J. Shaw | $130,000 | $250,061 | $— | $— | | C.E. Andrews | 120,000 | 177,219 | — | 297,219 | | Lizanne Galbreath | 105,000 | 177,219 | — | 282,219 | | Raymond L. Gellein, Jr. | 105,000 | 174,993 | — | 279,993 | | Jonice M. Gray | 105,000 | 177,219 | — | 282,219 | | Melquiades R. Martinez | 110,000 | 174,993 | — | 284,993 | | William W. McCarten | 105,000 | 174,993 | — | 279,993 | | Dianna F. Morgan | 120,000 | 174,993 | — | 294,993 | | Stephen R. Quazzo | 105,000 | 174,993 | — | 279,993 |

  251. COMPENSATION ARRANGEMENTS FOR NON-EMPLOYEE DIRECTORS

    | (3) The following table indicates the number of outstanding equity awards held by each non-employee director as of December 31, 2023. |