DEF 14A of Marriott Vacations Worldwide Corp, Mar 27, 2025

DEF 14A of Marriott Vacations Worldwide Corp

Filed Mar 27, 2025 · FY20240001193125-25-064807

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES Our Board currently consists of thirteen members. The Board size will decrease to eleven members upon the retirement of Messrs. Gellein and Martinez effective immediately prior to the commencement of the 2025 Annual Meeting of Stockholders. 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, directors were first elected for one-year terms at the 2024 Annual Meeting of Stockholders, the directors elected at the 2025 Annual Meeting of Stockholders 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(2) | | | CURRENT OTHER PUBLIC CO. BOARDS | | NAME | AGE(1) | | | | AC | CPC | NCG | | | Matthew E. Avril | 64 | 2025 | Self-employed Consultant, Former Chief Executive Officer, Diamond Resorts International, Inc. | ✓ | | | | | | James A. Dausch | 49 | 2025 | Global Chief Digital and Technology Officer, Pizza Hut at Yum! Brands, Inc. | ✓ | | | | | | Lizanne Galbreath | 67 | 2018 | Managing Partner, Galbreath & Company | ✓ | | ✓ | ✓ | BGO Industrial Real Estate Income Trust, Inc. | | Mary E. Galligan | 62 | 2024 | Former Managing Director, Cyber and Strategic Risk Practice, Deloitte | ✓ | | ✓ | | | | John E. Geller, Jr. | 58 | 2023 | President and Chief Executive Officer, Marriott Vacations Worldwide Corporation | | | | | | | Jonice M. Gray | 50 | 2021 | Partner, Paul Hastings, LLP | ✓ | ✓ | | ✓ | | | Dianna F. Morgan | 73 | 2013 | Former Senior Vice President, Walt Disney World Company | ✓ | | ✓ | ✓ | | | Stephen R. Quazzo | 65 | 2018 | Chief Executive Officer, Pearlmark Real Estate, LLC | ✓ | ✓ | | ✓ | Phillips Edison & Company, Inc. |

  3. DIRECTOR NOMINEES

    | (1) Age as of the date of the Annual Meeting. |

  4. DIRECTOR NOMINEES

    | (2) Audit Committee (“AC”), Compensation Policy Committee (“CPC”), Nominating and Corporate Governance Committee (“NCG”) |

  5. DIRECTOR NOMINEES

    | MARRIOTT VACATIONS WORLDWIDE 2025 PROXY STATEMENT | Proxy Summary | 3 |

  6. 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 2025 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 27, 2025.

  7. DIRECTOR NOMINEES

    | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 13, 2025 The Notice of Annual Meeting and Proxy Statement and our 2024 Annual Report to stockholders are available at www.proxyvote.com. |

  8. DIRECTOR NOMINEES

    | QUESTIONS AND ANSWERS ABOUT THE MEETING |

  9. DIRECTOR NOMINEES

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

  10. 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.

  11. DIRECTOR NOMINEES

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

  12. DIRECTOR NOMINEES

    You may attend the Annual Meeting online, including to vote, by logging in at www.virtualshareholdermeeting.com/VAC2025. The Annual Meeting will begin at approximately 9:00 a.m., Eastern Time, with log-in beginning at 8:45 a.m. on Tuesday, May 13, 2025. You may attend and vote during the Annual Meeting via the Internet at www.virtualshareholdermeeting.com/VAC2025. You may also attend the meeting by proxy. You may submit questions in advance of the meeting at www.proxyvote.com.

  13. DIRECTOR NOMINEES

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

  14. 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 14, 2025. Each holder of record is entitled to one vote per share. There were 34,563,443 shares of common stock outstanding and entitled to vote on March 14, 2025. 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/VAC2025; 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/VAC2025.

  15. DIRECTOR NOMINEES

    | Q. | How do I ask questions? |

  16. 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.

  17. DIRECTOR NOMINEES

    | 4 | Questions and Answers about the Meeting | 2025 PROXY STATEMENT MARRIOTT VACATIONS WORLDWIDE |

  18. 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? |

  19. 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.

  20. DIRECTOR NOMINEES

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

  21. 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.

  22. DIRECTOR NOMINEES

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

  23. DIRECTOR NOMINEES

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

  24. DIRECTOR NOMINEES

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

  25. DIRECTOR NOMINEES

    | 2. | Ratification of the appointment of Ernst & Young LLP (“Ernst & Young”) as the Company’s independent registered public accounting firm for its 2025 fiscal year; |

  26. DIRECTOR NOMINEES

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

  27. DIRECTOR NOMINEES

    | 4. | Advisory vote on the frequency of future advisory votes on executive compensation; and |

  28. DIRECTOR NOMINEES

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

  29. DIRECTOR NOMINEES

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

  30. DIRECTOR NOMINEES

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

  31. 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, FOR Items 2 and 3, and ONE Year on Item 4.

  32. DIRECTOR NOMINEES

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

  33. 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.

  34. DIRECTOR NOMINEES

    | Q. | How do I vote? |

  35. 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 |

  36. 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/VAC2025 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.

  37. DIRECTOR NOMINEES

    | MARRIOTT VACATIONS WORLDWIDE 2025 PROXY STATEMENT | Questions and Answers about the Meeting | 5 |

  38. DIRECTOR NOMINEES

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

  39. 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 on such matter 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 will not be considered entitled to vote on the matters on which the bank or broker does not vote and will not be counted in determining the outcome of the vote on any such matters.

  40. DIRECTOR NOMINEES

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

  41. 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” Items 2 and 3, and “ONE Year” on Item 4 as recommended by the Board and at the discretion of the persons named in the enclosed proxy card with respect to any other matters that are properly presented.

  42. DIRECTOR NOMINEES

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

  43. 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 eight nominees who receive the highest number of “FOR” votes cast will be elected as directors. Stockholders cannot cumulate votes in the election of directors. Votes that are withheld will not be counted as votes cast on the matter and will have no effect on the outcome of the election. Broker non-votes, if any, will have no effect on the outcome of the matter. The affirmative vote of holders of shares representing a majority in voting power, present online or represented by proxy and entitled to vote on the proposal, is necessary for approval of Items 2, 3 and 4. Proxy cards marked as abstentions on Items 2, 3 and 4 will count as present and entitled to vote and therefore will have the effect of a negative vote. Broker non-votes, if any, will have no effect on the outcome of the matter. With respect to Item 4, there are four choices for stockholders: every year; every two years; every three years; or they may chose to abstain. If none of the four choices for this Item receive the affirmative vote of the holders of shares representing a majority in voting power, present online or represented by proxy and entitled to vote on the proposal, the Board will consider the choice that receives the highest number of votes as the choice supported by our stockholders. The Board will take the voting results on such proposal into account in determining whether to hold the advisory vote on executive compensation every year, every two years or every three years.

  44. DIRECTOR NOMINEES

    | Q. | What constitutes a quorum? |

  45. 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.

  46. DIRECTOR NOMINEES

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

  47. DIRECTOR NOMINEES

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

  48. DIRECTOR NOMINEES

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

  49. DIRECTOR NOMINEES

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

  50. 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? |

  51. 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:

  52. DIRECTOR NOMINEES

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

  53. DIRECTOR NOMINEES

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

  54. DIRECTOR NOMINEES

    | • | voting by telephone or the Internet at www.proxyvote.com until 11:59 p.m., Eastern Time, on May 12, 2025; or |

  55. DIRECTOR NOMINEES

    | • | submitting a later-dated vote during the virtual Annual Meeting (www.virtualshareholdermeeting.com/VAC2025). |

  56. 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.

  57. DIRECTOR NOMINEES

    | 6 | Questions and Answers about the Meeting | 2025 PROXY STATEMENT MARRIOTT VACATIONS WORLDWIDE |

  58. DIRECTOR NOMINEES

    | PROPOSALS FOR VOTE |

  59. ITEM 1 – ELECTION OF DIRECTORS

    ITEM 1 – ELECTION OF DIRECTORS The Board currently consists of thirteen members. The Board size will decrease to eleven members upon the retirement of Messrs. Gellein and Martinez effective immediately prior to the commencement of the 2025 Annual Meeting of Stockholders. 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, directors were first elected for one-year terms at the 2024 Annual Meeting of Stockholders, the directors elected at the 2025 Annual Meeting of Stockholders 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 Board proposes that Matthew E. Avril, James A. Dausch, Lizanne Galbreath, John E. Geller, Jr., Mary E. Galligan, Jonice M. Gray, Dianna F. Morgan, and Stephen R. Quazzo be elected for a term expiring at the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified. Mr. Avril was recommended to the Nominating and Corporate Governance Committee by a non-management director and Mr. Dausch was recommended to the Nominating and Corporate Governance Committee by a stockholder. 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 directors with terms expiring at the 2026 Annual Meeting of Stockholders, is set forth below in the section titled “Report on the Board of Directors and its Committees” beginning on page 10.

  60. ITEM 1 – ELECTION OF DIRECTORS

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

  61. OUR BOARD OF DIRECTORS

    OUR BOARD OF DIRECTORS Our Board currently consists of thirteen members. The Board size will decrease to eleven members upon the retirement of Messrs. Gellein and Martinez effective immediately prior to the commencement of the 2025 Annual Meeting of Stockholders. 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, directors were first elected for one-year terms at the 2024 Annual Meeting of Stockholders, the directors elected at the 2025 Annual Meeting of Stockholders 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 eight directors to be elected at the Annual Meeting to serve for a one-year term ending with the 2026 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

    | MATTHEW E. AVRIL | | | Age: 64 Director Since: 2025 Independent: Yes | Committees: • None |

  64. Experience

    Experience Mr. Avril has over 30 years of executive experience, principally in the hospitality and vacation ownership industry. Mr. Avril has been a self-employed consultant since March 2017. He previously served as Chief Executive Officer of Diamond Resorts International, Inc., a hospitality and vacation ownership company, from November 2016 to March 2017. Prior to that, he was Chief Executive Officer-elect for Vistana Signature Experiences, Inc. (“Vistana”), a vacation ownership business, from February 2015 to May 2016, after his retirement as President, Hotel Group, for Starwood Hotels & Resorts Worldwide, Inc., a publicly traded hotel and leisure company (“Starwood”) – a position he held from September 2008 to December 2012. In this role, he was responsible for hotel operations worldwide for Starwood’s nine hotel brands, consisting of 960 properties in more than approximately 97 countries. Before that, from 2002 to 2008, he served in a number of executive leadership positions with Starwood, and from 1989 to 1998, held various senior leadership positions with Vistana including President and Managing Director of Operations. Mr. Avril previously served as a director and Chairman of the Board of Directors of Franchise Group, Inc. and Babcock & Wilcox Enterprises, Inc.

  65. Skills and Experience

    Skills and Experience Mr. Avril provides the Board with the benefit of his over 30 years of executive experience, principally in the hospitality and vacation ownership industries, including as former Chief Executive Officer of Diamond Resorts International Inc., as former President, Hotel Group of Starwood Hotels & Resorts Worldwide, Inc., and as former President and Managing Director of Operations of Starwood Vacation Ownership (later renamed Vistana Signature Experiences, Inc.), a division of Starwood Hotels & Resorts Worldwide. The Board also benefits from his accounting and financial expertise as a certified public accountant (inactive), and his experience having served as a chair and 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 | | Financial & Capital Markets | | Accounting & Financial Reporting | | Business Development / Mergers & Acquisitions | | | Sales & Marketing/ Consumer Insights | | Compliance | | Strategic Planning | | Global Expertise | | Vacation Ownership & Lodging Industry | | | Public Company Board Service & Governance | | Real Estate & Business Development | | Human Capital, Professional Development & Organizational Culture | | Legal, Regulatory & Government Relations | | |

  67. Skills and Experience

    | 10 | Report on the Board of Directors and its Committees | 2025 PROXY STATEMENT MARRIOTT VACATIONS WORLDWIDE |

  68. Skills and Experience

    | JAMES A. “JIM” DAUSCH | | | Age: 49 Director Since: 2025 Independent: Yes | Committees: • None |

  69. Skills and Experience

    Mr. Dausch has served as Global Chief Digital and Technology Officer, Pizza Hut at Yum! Brands, Inc., a multinational fast food company, since December 2024. Prior to that, he served as Executive Vice President and Chief Strategy and Consumer Experience Officer at Under Armour, Inc., one of the world’s leading athletic performance brands from May 2024 to December 2024 and Executive Vice President, Chief Customer Officer from July 2023 to May 2024, where he led the company’s efforts to drive stronger consumer demand and engagement. Prior to joining Under Armour, Mr. Dausch was the Chief Digital and Transformation Officer of Marriott International, a global lodging company, from March 2021 to July 2023, where he led Marriott International’s direct digital channels and spearheaded one of the company’s largest business transformation initiatives; Senior Vice President, Enterprise Products from 2016 to 2021, where he played a leading role in the successful merger and integration of Marriott International and Starwood from 2016 to 2019, and Senior Vice President, Global Operations from 2014 to 2016. Mr. Dausch’s career at Marriott International spanned over 20 years with increasing leadership responsibility in the areas of Corporate Finance, Sales & Marketing, Brand Management, Franchising, Operations, Digital and Technology.

  70. Skills and Experience

    Skills and Experience Mr. Dausch provides the Board with the benefit of his extensive experience in the hospitality and vacation ownership and consumer products industries, including: as Global Chief Digital and Technology Officer, Pizza Hut at Yum! Brands, Inc.; as former Chief Strategy and Consumer Experience Officer at Under Armour, Inc.; and as former Chief Digital and Transformation Officer and former Senior Vice President, Enterprise Products of Marriott International, Inc.; and as an experienced leader in the areas of corporate finance, sales and marketing, brand management, franchising, operations, digital and technology.

  71. Skills and Experience

    | | Corporate Leadership | | Independence | | Strategic Planning | | Global Expertise | | Business Development / Mergers & Acquisitions | | | Sales & Marketing/ Consumer Insights | | Technology & Cybersecurity | | Digital & Social Medial | | Vacation Ownership & Lodging Industry | | |

  72. Skills and Experience

    | LIZANNE GALBREATH | | | Age: 67 Director Since: 2018 Independent: Yes | Committees: • Compensation Policy • Nominating and Corporate Governance |

  73. 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 has served on the Board of Directors of BGO Industrial Real Estate Income Trust, Inc., a publicly traded real estate investment trust (“REIT”), since 2023. Ms. Galbreath was a director of Paramount Group, Inc., a publicly traded REIT, from 2014 to 2020. She was also a director of Starwood 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.

  74. 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.

  75. 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 | | |

  76. Skills and Experience

    | MARRIOTT VACATIONS WORLDWIDE 2025 PROXY STATEMENT | Report on the Board of Directors and its Committees | 11 |

  77. Skills and Experience

    | MARY E. GALLIGAN | | | Age: 62 Director Since: 2024 Independent: Yes | Committees: • Compensation Policy |

  78. Skills and Experience

    Ms. Galligan served as a 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.

  79. 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.

  80. Skills and Experience

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

  81. Skills and Experience

    | JOHN E. GELLER, JR. | | | Age: 58 Director Since: 2023 Independent: No | Committees: • None |

  82. Experience

    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.

  83. Skills and Experience

    Skills and Experience Mr. Geller provides the Board with the benefit of his senior leadership experience as President and Chief Executive Officer and former Chief Financial and Administrative Officer of the Company. The Board also benefits from his prior service in financial and accounting positions with Marriott International, including as Chief Financial Officer of Marriott International’s North American Lodging Operation’s West region, his prior experience as an audit partner with Ernst & Young in its real estate and hospitality practice, and his prior service as Chief Financial Officer of AutoStar Realty.

  84. 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 | | |

  85. Skills and Experience

    | 12 | Report on the Board of Directors and its Committees | 2025 PROXY STATEMENT MARRIOTT VACATIONS WORLDWIDE |

  86. Skills and Experience

    | JONICE M. GRAY | | | Age: 50 Director Since: 2021 Independent: Yes | Committees: • Audit • Nominating and Corporate Governance |

  87. Skills and Experience

    Ms. Gray is a Partner with Paul Hastings, LLP, a global law firm, where she is Chair of the Financial Services 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.

  88. Skills and Experience

    Skills and Experience Ms. Gray has been deeply professionally engaged as a leader in her industry. She is a 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 hundreds of 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 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 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.

  89. 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 | | Financial & Capital Markets |

  90. Skills and Experience

    | DIANNA F. MORGAN | | | Age: 73 Director Since: 2013 Independent: Yes | Committees: • Compensation Policy (Chair) • Nominating and Corporate Governance |

  91. 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. She previously 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, Inc., a publicly traded REIT. She also previously served as Chair of the Board of Trustees for the University of Florida.

  92. 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.

  93. 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 | | Real Estate & Business Development | | Strategic Planning | | | Human Capital, Professional Development & Organizational Culture | | | | | | | | |

  94. Skills and Experience

    | MARRIOTT VACATIONS WORLDWIDE 2025 PROXY STATEMENT | Report on the Board of Directors and its Committees | 13 |

  95. Skills and Experience

    | STEPHEN R. QUAZZO | | | Age: 65 Director Since: 2018 Independent: Yes | Committees: • Audit • Nominating and Corporate Governance (Chair) |

  96. 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; past chair of the 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.

  97. 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.

  98. 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 | | | | |

  99. Directors Remaining in Office

    Directors Remaining in Office

  100. Directors Remaining in Office

    | Name | Age | Position(s) Held in Company | Director Since | Term to Expire | Independent | | Charles E. “C.E.” Andrews | 73 | Director | 2013 | 2026 | Yes | | William W. McCarten | 76 | Director | 2011 | 2026 | Yes | | William J. Shaw | 79 | Director, Chairman | 2011 | 2026 | Yes |

  101. Directors Remaining in Office

    | CHARLES E. “C.E.” ANDREWS | | | Age: 73 Director Since: 2013 Independent: Yes | Committees: • Audit (Chair) • Nominating and Corporate Governance |

  102. Experience

    Experience Mr. Andrews was a member of the Board of Directors of, and an advisor to, MorganFranklin Consulting, a business consulting and technology solutions company, from April 2017 through June 2019 when he retired. From May 2013 to March 2017, he served as its Chief Executive Officer. Mr. Andrews was the president of RSM McGladrey Business Services, Inc., an audit and accounting services provider, from June 2009 until February 2012. Prior to that, Mr. Andrews served as the president of SLM Corporation (Sallie Mae), which originates, services and collects student loans. He joined Sallie Mae in 2003 as the Executive Vice President of Accounting and Risk Management and held the title of Chief Financial Officer from 2006 to 2007. Prior to joining Sallie Mae, Mr. Andrews spent approximately 30 years at Arthur Andersen, LLP, an accounting firm. Mr. Andrews serves on the Boards of Directors of Washington Mutual Investors Fund, a publicly traded mutual fund, and NVR, Inc., a publicly traded homebuilder. In addition, he serves on the Board of Directors of Trustar Bank, a state chartered bank. Mr. Andrews served on the Board of Directors of WashingtonFirst Bankshares, Inc. from 2012 until it was acquired in 2018.

  103. 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.

  104. 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 | | |

  105. Skills and Experience

    | 14 | Report on the Board of Directors and its Committees | 2025 PROXY STATEMENT MARRIOTT VACATIONS WORLDWIDE |

  106. Skills and Experience

    | WILLIAM W. McCARTEN | | | Age: 76 Director Since: 2011 Independent: Yes | Committees: • Audit • Compensation Policy |

  107. 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.

  108. 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.

  109. Skills and Experience

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

  110. Skills and Experience

    | WILLIAM J. SHAW, CHAIRMAN | | | Age: 79 Director Since: 2011 Independent: Yes | Committees: • None |

  111. Committees of the Board of Directors

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

  112. 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 seeks diverse backgrounds, experiences, and perspectives among its members. 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. Mr. Avril was recommended to the Board by a non-management director and Mr. Dausch was recommended to the Board by a stockholder. 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.

  113. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEE DISCLOSURE

    | EXECUTIVE AND DIRECTOR COMPENSATION |

  114. COMPENSATION DISCUSSION AND ANALYSIS

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

  115. 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. |

  116. December 2023 and February 2024 Compensation Actions

    | Compensation Element | Compensation Decisions | | Base Salary | In connection with the CPC’s desire to bring Mr. Marino’s compensation closer to market median over the next few years, an increase to his base pay was approved. In connection with Ms. Gustafson’s assumption of additional responsibilities as Commercial Services Officer, an increase to her base pay was approved. Our other named executive officers did not receive a base pay increase in 2024, rather, the focus was on short-term and long-term incentives. 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. | | Annual Bonus | For 2024, our financial objectives, which account for 80% of the amounts payable under our management bonus plan (the “Bonus Plan”), were Adjusted EBITDA and Total Revenue (which are defined below). The remaining 20% of amounts payable under the Bonus Plan was based on corporate responsibility initiatives. | | Equity Compensation | All of our named executive officers, with the exception of Jeanette Marbert who had announced her intent to retire, received increases in their equity compensation to align their interests with stockholder interests and bring their compensation closer to market median. Our equity awards for 2024 were a combination of performance based stock units (“Performance Units”), stock appreciation rights (“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. |

  117. December 2023 and February 2024 Compensation Actions

    | 26 | Executive and Director Compensation | 2025 PROXY STATEMENT MARRIOTT VACATIONS WORLDWIDE |

  118. 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. |

  119. 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 2024 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 our CEO’s and the average of each other named executive officer’s total target compensation that was performance-based in 2024:

  120. Additional Principles and Corporate Governance Policies

    | • | We have a clawback policy applicable to incentive compensation paid to our executive officers and directors (the “NYSE Clawback Policy”), which is in addition to the clawback provision that applies to all equity awards (both time-based and performance-based) under the Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan (the “2020 Equity Plan”) and the Marriott Vacations Worldwide Corporation Stock and Cash Incentive Plan (the “Prior Equity Plan” and, together with the 2020 Equity Plan, the “Equity Plans”) and the corresponding award agreements thereunder. The NYSE Clawback Policy was adopted in May 2023 and complies with the NYSE rules for erroneously awarded compensation. In addition, we maintain an Other Conduct Clawback Policy whereby the Board may recoup any compensation received, including time-based equity awards, by a named executive officer who has engaged in conduct that violates our Business Conduct Guide or in willful misconduct or fraud that causes harm to the Company. Compensation received up to three years prior to the restatement or conduct and after the date of adoption of the policies are subject to potential recoupment under the policies. |

  121. 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. |

  122. Additional Principles and Corporate Governance Policies

    | MARRIOTT VACATIONS WORLDWIDE 2025 PROXY STATEMENT | Executive and Director Compensation | 27 |

  123. 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). |

  124. 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. |

  125. 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 prevent making equity grants when we have material, non-public information. |

  126. 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, in connection with the acquisition of ILG, we assumed an employment agreement for Jeanette E. Marbert, former President, Exchange and Third-Party Management, who retired from the Company on August 31, 2024. |

  127. Additional Principles and Corporate Governance Policies

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

  128. Market Data

    Market Data To assist in determining the levels of compensation for our named executive officers in 2024, 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. Brookdale Senior Living Inc., which had been a member of our peer group until 2023, was removed from the peer group for 2024 due to market capitalization relative to the Company. In addition, the CPC added Caesars Entertainment, Inc. and Royal Caribbean Cruises Ltd to the peer group due to their size and industry business model similarities relative to the Company. The companies in the peer group used as the basis for 2024 compensation decisions consisted of the following:

  129. Market Data

    | Peer Group Companies | | | Bloomin’ Brands, Inc. Boyd Gaming Corporation Caesars Entertainment, 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. Royal Caribbean Cruises Ltd. Toll Brothers, Inc. Travel+Leisure Co. Vail Resorts, Inc. Wyndham Hotels & Resorts, Inc. Wynn Resorts, Limited |

  130. 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 2024 executive pay decisions. Accordingly, the CPC considered 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).

  131. Market Data

    | 28 | Executive and Director Compensation | 2025 PROXY STATEMENT MARRIOTT VACATIONS WORLDWIDE |

  132. Market Data

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

  133. Market Data

    | Revenues Greater than the Company’s Revenues | Revenues Less than the Company’s Revenues | | Academy Sports and Outdoors, Inc. ADT Inc. American Eagle Outfitters, Inc. Bath & Body Works, Inc. Coca-Cola Consolidated, Inc. Hanesbrands Inc. Hasbro, Inc. Herbalife Ltd. Hyatt Hotels Corporation Lamb Weston Holdings, Inc. Leggett & Platt, Incorporated Levi Strauss & Co. lululemon athletica inc. Mattel Inc. PENN Entertainment, Inc. Petco Health and Wellness Company, Inc. The Clorox Company UnderArmour, Inc. Victoria’s Secret & Co. Yum! Brands, Inc. | Abercrombie & Fitch Co. Brinker International, Inc. Columbia Sportswear Company Crocs, Inc. Domino’s Pizza, Inc. Etsy, Inc. Five Below, Inc. H&R Block, Inc. Kontoor Brands, Inc. Peloton Interactive, Inc. Sabre Corporation Sally Beauty Holdings, Inc. Sleep Number Corporation The Cheesecake Factory Incorporated Topgolf Callaway Brands Corp. Travel + Leisure Co. TreeHouse Foods, Inc. Vail Resorts, Inc. Vista Outdoor Inc. Wolverine World Wide, Inc. |

  134. Role of the Compensation Consultant

    Role of the Compensation Consultant In 2024, 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 2024, 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.

  135. Role of Management

    | MARRIOTT VACATIONS WORLDWIDE 2025 PROXY STATEMENT | Executive and Director Compensation | 29 |

  136. Bonuses and Incentives

    Bonuses and Incentives Annual Bonuses For 2024, 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 2024 performance. The potential and actual awards under the Bonus Plan are reported in the Grants of Plan-Based Awards for Fiscal Year 2024 table and Summary Compensation Table, respectively. The CPC approved the following target awards as a percentage of base salary for the named executive officers:

  137. Bonuses and Incentives

    | Name | 2024 Target | 2023 Target | Percent Change | | Mr. Geller | 150% | 150% | 0% | | Mr. Marino | 100% | 100% | 0% | | Mr. Miller | 100% | 100% | 0% | | Mr. Hunter | 100% | 90% | 11% | | Ms. Marbert | 100% | 100% | 0% | | Ms. Gustafson | 90% | 75% | 20% |

  138. Bonuses and Incentives

    Mr. Hunter and Ms. Gustafson received increases to their bonus target to bring the tenured Mr. Hunter to market median and recognize Ms. Gustafson’s increased responsibilities. 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 2024: 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. Marino 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 2024. For purposes of the Bonus Plan, “Adjusted EBITDA” means EBITDA for 2024 (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

  139. Bonuses and Incentives

    | 30 | Executive and Director Compensation | 2025 PROXY STATEMENT MARRIOTT VACATIONS WORLDWIDE |

  140. Bonuses and Incentives

    losses on foreign currency exchange related activity, litigation charges and activity not associated with the Company’s on-going core operations, and including 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 $815 million, a level we believed to be achievable but not certain to be met.

  141. Bonuses and Incentives

    | Adjusted EBITDA Achievement Target | Payout as a Percent of Target | | Less than $758 million | 0% | | $758 million | 25% | | $815 million | 100% | | $872 million or more | 200% |

  142. Bonuses and Incentives

    For purposes of the Bonus Plan, “Total Revenue” means total revenue for the 2024 fiscal year, excluding cost reimbursement revenues (as reported in the 2024 Annual Report) and including incremental revenue from new product development initiatives. The Total Revenue target was set at $3,630 million, a level we believed to be achievable but not certain to be met. For 2024, the named executive officers were eligible to receive the portion of the bonus attributable to Total Revenue based on the following achievement levels:

  143. Bonuses and Incentives

    | Total Revenue Achievement Target | Payout as a Percent of Target | | Less than $3,485 million | 0% | | $3,485 million | 25% | | $3,630 million | 100% | | $3,775 million or more | 200% |

  144. 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 with a combined weighting of 20% of the total bonus opportunity. The corporate responsibility measures were approved by the CPC and subsequently evaluated objectively, and, like Adjusted EBITDA and Total Revenue targets, are intended to establish high standards, consistent with our quality goals, which we believed were achievable but not certain to be met. “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 based upon the Company’s associates’ responses to a broad multi-employer survey. 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 2024, as defined previously, that were not considered when setting the performance targets. For purposes of 2024, the CPC modified the achievement level of the Adjusted EBITDA goal favorably for forecasted profit related to the impact of Hurricane Milton and additional outside legal fees involved in unwinding an IT outsourcing contract. This adjustment increased the achievement level of the Adjusted EBITDA goal by approximately $9.7 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 2024, as defined previously, that were not considered when setting the performance targets. For purposes of 2024, the CPC modified the achievement level of the Total Revenue goal favorably by $6.8 million for the impact of Hurricane Milton. Reflecting the bonus adjustments for the 2024 short-term incentive payout, Adjusted EBITDA was $736.63 million, Total Revenue was $3,389.0 million, and the corporate responsibility component achieved 142.5% of target, resulting in a payout of 28.5% of the target bonus for the period, which resulted in the following payments for our named executive officers:

  145. Bonuses and Incentives

    | Name | 2024 Bonus Payout | | Mr. Geller | $406,125 | | Mr. Marino | $142,500 | | Mr. Miller | $232,845 | | Mr. Hunter | $138,396 | | Ms. Marbert | $364,192 | | Ms. Gustafson | $112,988 |

  146. Bonuses and Incentives

    | MARRIOTT VACATIONS WORLDWIDE 2025 PROXY STATEMENT | Executive and Director Compensation | 31 |

  147. Stock Awards

    Stock Awards Stock Awards Granted in 2024 Equity compensation awards are typically granted to the named executive officers on an annual basis under the 2020 Equity Plan. 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 2024 for our named executive officers:

  148. Stock Awards

    The amount of each named executive officer’s award, as well as the differences in the award amounts among the named executive officers, were determined by considering market data (as described above) and internal factors, including pay equity with other officers, differences in responsibilities, job performance, and future potential. The CPC’s consideration of the external market pay practices of various companies discussed above under “Market Data” resulted in the determination to increase the value of the awards for each of the named executive officers. Based on the review of market data, all of our named executive officers’ equity grants were increased due to their low position relative to market median. The CPC recognized Mr. Geller’s second full year as CEO and increased his target equity award value closer to market median. Additionally, Mr. Marino’s equity adjustment recognizes his promotion to Executive Vice President and Chief Financial Officer in September 2023 and the CPC’s desire to bring his long-term incentive target closer to market median. The awards are reflected in the Summary Compensation Table for 2024 and the Grants of Plan-Based Awards for Fiscal Year 2024 table. The value of the awards was allocated among Performance Units, SARs and RSUs as follows:

  149. Stock Awards

    | Type of Award | Percentage of 2024 Award | Percentage of 2023 Award | | Performance Units | 50% | 50% | | SARs | 20% | 20% | | RSUs | 30% | 30% |

  150. Stock Awards

    The allocations were set so as to advance the executives’ alignment with stockholders by increasing their equity ownership, while tying a portion of the awards to future stock price performance. The RSUs are time-based stock awards that focus on retention of the executives and SARs are granted to further align the executives’ and stockholders’ interests by requiring an increase in stock price in order for the executives to recognize value from the awards. The Performance Units granted in 2024 represent the right to receive shares of our common stock after the end of the performance period beginning January 1, 2024 and ending December 31, 2026, in an amount determined based on the Company’s achievement over the performance period with respect to two performance objectives: Adjusted EBITDA and Adjusted return on invested capital (“Adjusted ROIC”), each weighted equally. “Adjusted ROIC” means Adjusted EBIT, defined as Adjusted EBITDA less Depreciation and Amortization as reported in the Company’s annual reports on Form 10-K over the performance period, as a percentage of Net Total Invested Capital. “Net Total Invested Capital” means the average of the beginning of the performance period and the end of the performance period total assets less current liabilities (excluding non-securitized debt) and securitized debt, provided that any cash in excess of $150 million will be disregarded for purposes of determining total assets. The Adjusted EBITDA and Adjusted ROIC targets were set at levels we believed to be achievable but not certain to be met. We used Adjusted EBITDA as a performance objective for the Bonus Plan and 2024-2026 Performance Units because the CPC believed that utilizing the same metric for both the short- and long-term compensation programs aligned management’s decision making for both short-term and long-term performance. By using the same metric, the CPC intended to promote sustained performance of the Company over both the shorter- and longer-term. As described in more detail below, however, for the 2025-2027 Performance Units, the CPC has replaced Adjusted EBITDA goal in the long-term incentive program with Adjusted EPS. The number of Performance Units actually earned will be determined following the end of the performance period and will be equal to 50% of the granted number of Performance Units multiplied by a percentage corresponding to the achievement level of the Adjusted EBITDA performance objective plus 50% of the granted number of Performance Units multiplied by a percentage corresponding to the achievement level of the Adjusted ROIC performance objective. The number of shares that will be received can range from zero to two times the number of Performance Units granted and will be based on the straight average of three stand-alone year achievement levels. Achievement levels listed below were approved by the CPC in February 2024.

  151. Stock Awards

    | 32 | Executive and Director Compensation | 2025 PROXY STATEMENT MARRIOTT VACATIONS WORLDWIDE |

  152. Stock Awards

    | | 2024 | | 2025 | | 2026 | | Performance Units Earned | | $(M) | Adjusted EBITDA | Adjusted ROIC | Adjusted EBITDA | Adjusted ROIC | Adjusted EBITDA | Adjusted ROIC | Payout as a Percent of Target | | Maximum | $937 | 13.1% | $1,048 | 14.6% | $1,127 | 15.7% | 200% | | Target | $815 | 11.4% | $911 | 12.7% | $980 | 13.6% | 100% | | Below Target | $693 | 9.7% | $774 | 10.8% | $833 | 11.6% | 50% | | Threshold | $652 | 9.1% | $729 | 10.2% | $784 | 10.9% | —% |

  153. Stock Awards

    If performance falls between levels, the vesting percentage will be determined by the CPC based on straight-line interpolation; provided, however, that no payout will be made with respect to either the Adjusted EBITDA performance objective or the Adjusted ROIC performance objective for achievement less than threshold. Performance Units will not vest if the named executive officer does not continue to be an active employee of the Company during the entire period from the grant date through the performance period (unless the named executive officer retires as an approved retiree or dies or is disabled during such period) or engages in competition or acts that are or potentially are injurious to the Company’s operations, financial condition or business reputation during that period; the named executive officers are also prohibited from soliciting any of our employees to leave our employment during the period from the grant date until the first anniversary of the termination of the officer’s employment for any reason. If a named executive officer retires as an approved retiree during the performance period, a pro rata portion of the Performance Units will continue to vest on the same terms. If a named executive officer dies or is disabled during the performance period, a pro-rata portion of the Performance Units will vest assuming achievement at the target level of performance. Performance Units Vested in 2024 Following the end of 2024, each of the named executive officers received shares upon the vesting of the Performance Units granted in 2022. These performance shares represented the right to receive shares of our common stock at the end of the performance period beginning January 1, 2022, and ending December 31, 2024, in an amount determined based on the Company’s cumulative achievement over the performance period with respect to two performance objectives: Adjusted EBITDA and Adjusted ROIC, each weighted equally. The targets were set in February of 2022 at levels we believed to be achievable but not certain to be met.

  154. Stock Awards

    | Criteria | Threshold | Target | Achievement | Payout as a Percent of Target | | Cumulative Adjusted EBITDA | $2,356 million | $2,945 million | $2,472 million | 39.48% | | Adjusted ROIC | 11.4% | 14.3% | 11.3% | 0.00% | | | | | | 19.74% |

  155. Stock Awards

    As a result of such performance, the named executive officers received the following number of shares: 1,298 for Mr. Geller, 91 for Mr. Marino, 779 for Mr. Miller, 584 for Mr. Hunter, 577 for Ms. Marbert, and 260 for Ms. Gustafson. 2025—2027 Performance Units In establishing the metrics for the 2025-2027 Performance Units, consideration was given to investor feedback. After evaluating metrics to align management and stockholder interests, the CPC approved the substitution of Adjusted EPS in lieu of Adjusted EBITDA, which had been used as a performance metric for the most recent long-term incentive awards. As a result, for the 2025-2027 Performance Units, Adjusted EPS and Adjusted ROIC will each be weighted 50% for the measurement of management’s performance for the 2025-2027 performance period. The CPC believes the change to Adjusted EPS will better align the Company’s long-term incentive program with stockholder expectations while promoting sustained performance of the Company over both the shorter- and longer-term.

  156. Other Compensation

    | MARRIOTT VACATIONS WORLDWIDE 2025 PROXY STATEMENT | Executive and Director Compensation | 33 |

  157. Other Compensation

    | 34 | Executive and Director Compensation | 2025 PROXY STATEMENT MARRIOTT VACATIONS WORLDWIDE |

  158. Other Compensation

    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 2024, 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”). 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 target 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.”

  159. Other Compensation

    | MARRIOTT VACATIONS WORLDWIDE 2025 PROXY STATEMENT | Executive and Director Compensation | 35 |

  160. Clawbacks

    Clawbacks Under our clawback policy, in the event that the Company is required to restate its financial results due to material non-compliance with any financial reporting requirement under the securities laws as generally applied, except in limited circumstances, the Company will seek to recoup incentive-based compensation that is or was erroneously granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure on or after May 11, 2023. Compensation received up to three years prior to the restatement is subject to potential recoupment under the policy. In addition, the Company maintains an Other Conduct Clawback Policy whereby the Board may recoup compensation (including time-based equity awards) received by a named executive officer who has engaged in conduct that violates our Business Conduct Guide or in willful misconduct or fraud that causes harm to the Company. Compensation received up to three years prior to the restatement or conduct and after the date of adoption of the policy is subject to potential recoupment under the policy. Under the Equity Plans we have the authority to limit or eliminate the ability of any executive to exercise options and SARs or to receive a distribution of our common stock under RSUs or other stock awards (whether time- or performance-based) if the executive engaged in criminal or tortious conduct that was injurious to us or engaged in competition with us.

  161. Equity Grant Policy

    Equity Grant Policy The CPC has established an equity award grant policy (the “Equity Award Grant Policy”) which describes the Company’s delegated authority to grant equity awards, codifies pre-existing equity award practices, and establishes standardized schedules for granting equity awards, including RSUs, shares of restricted stock, Performance Units, SARs and options. Under the Equity Award Grant Policy, annual equity awards, including the Company’s annual SAR, RSU and Performance Units awards, are typically granted in the first quarter of the year and will generally have a grant date of the second trading day following the filing of the Company’s Form 10-K . Any off-cycle or equity awards for promotions, new hires, rewards or recognition will generally have a grant date of the 15th day of March, May, June, August, September, November or December that first follows the day the award is approved. The CPC’s objective in adopting the Equity Award Grant Policy was to establish standard, predetermined practices to avoid any actual or perceived market timing of equity awards and to formally establish policies and practices with respect to equity award grants. The CPC may, however, modify or make exceptions to the general timing parameters in the Equity Award Grant Policy based on special circumstances, the needs of the business or other appropriate considerations. The CPC did not take material nonpublic information into account when determining the timing and terms of equity-based awards, including SARs and options, and the Company did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During 2024, no stock option or SAR award was granted to any named executive officer within a period starting four business days before, and ending one business day after, the filing or furnishing of a Form 10-Q, 10-K or 8-K that discloses material non-public information.

  162. Equity Grant Policy

    | 36 | Executive and Director Compensation | 2025 PROXY STATEMENT MARRIOTT VACATIONS WORLDWIDE |

  163. 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 retired in 2024.

  164. REPORT OF THE COMPENSATION POLICY COMMITTEE

    | MARRIOTT VACATIONS WORLDWIDE 2025 PROXY STATEMENT | Executive and Director Compensation | 37 |

  165. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following Summary Compensation Table shows the compensation we paid in fiscal years 2024, 2023 and 2022 to our Named Executive Officers. Ms. Marbert retired as President, Exchange and Third-Party Management on August 31, 2024. 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 entirety of fiscal year 2023 is included in the table below.

  166. SUMMARY COMPENSATION TABLE

    | Fiscal Year | Salary(1) | 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 | | | | | | | | | 2024 | $990,266 | $4,800,012 | $1,199,995 | $406,125 | $— | $41,363 | $7,437,761 | | 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 | | Jason P. Marino Executive Vice President and Chief Financial Officer | | | | | | | | | 2024 | 515,754 | 1,279,981 | 319,985 | 142,500 | — | 21,616 | 2,279,836 | | 2023 | 371,180 | 500,055 | — | 59,195 | — | 17,694 | 948,124 | | Brian E. Miller President, Vacation Ownership | | | | | | | | | 2024 | 858,699 | 1,400,064 | 349,999 | 232,845 | — | 34,673 | 2,876,280 | | 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 | | James H Hunter, IV Executive Vice President and General Counsel | | | | | | | | | 2024 | 513,468 | 1,000,070 | 249,999 | 138,396 | — | 34,821 | 1,936,754 | | 2023 | 485,600 | 800,050 | 200,012 | 115,816 | — | 24,335 | 1,625,813 | | 2022 | 462,500 | 629,938 | 269,992 | 661,867 | 686 | 19,854 | 2,044,837 | | Jeanette E. Marbert President, Exchange and Third-Party Management | | | | | | | | | 2024 | 391,649 | 879,987 | 219,985 | 364,192 | — | 29,781 | 1,885,594 | | 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 | | Lori Gustafson Executive Vice President and Chief Membership and Commercial Services Officer | | | | | | | | | 2024 | 458,478 | 679,989 | 169,985 | 112,988 | — | 33,879 | 1,455,319 |

  167. 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 50% payout of accrued paid time off in the amount of $40,265 to Mr. Geller; $15,754 to Mr. Marino; $41,699 to Mr. Miller; $27,868 to Mr. Hunter; $27,457 to Ms. Marbert; and $18,603 to Ms. Gustafson. |

  168. 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 2024 Annual Report. For additional information on these awards, see the Grants of Plan-Based Awards for Fiscal Year 2024 table below. The value reported for the Performance Units granted in 2024 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 2024 at the grant date assuming the maximum level of performance conditions is achieved are: Mr. Geller, $5,999,939; Mr. Marino, $1,599,916; Mr. Miller, $1,750,067; Mr. Hunter, $1,250,072, Ms. Marbert, $1,099,921; and Ms. Gustafson, $850,008. |

  169. 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. |

  170. SUMMARY COMPENSATION TABLE

    | 38 | Executive Compensation Tables and Discussion | 2025 PROXY STATEMENT MARRIOTT VACATIONS WORLDWIDE |

  171. SUMMARY COMPENSATION TABLE

    | (4) The values reported equal the excess of the return, if any, 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 2024.” 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 in fiscal years 2024 and 2023; thus, there was no excess return in either year. |

  172. SUMMARY COMPENSATION TABLE

    | (5) All Other Compensation for 2024 consists of Company contributions to the 401(k) Plan ($11,644 for each named executive officer); Company contributions to the MVW Deferred Compensation Plan ($15,389 for Mr. Geller; $6,468 for Mr. Marino; $12,096 for Mr. Miller; $7,079 for Mr. Hunter and $10,164 for Ms. Marbert); long-term disability premiums ($4,840 for Mr.Geller; $2,120 for Mr. Marino; $5,020 for Mr. Miller; $5,114 for Mr. Hunter; $3,318 for Ms. Marbert; and $3,711 for Ms. Gustafson); premiums for an insurance policy on the life of each named executive officer ($712 for Mr. Geller; $216 for Mr. Marino; $356 for Mr. Miller; $231 for Mr. Hunter; $237 for Ms. Marbert; and $208 for Ms. Gustafson); executive physical exams ($8,778 for Mr. Geller; $4,880 for Mr. Miller; $7,313 for Mr. Hunter; $4,168 for Ms. Marbert; and $7,485 for Ms. Gustafson); compensatory room nights ($918 for Mr. Marino, $427 for Mr. Miller; $3,190 for Mr. Hunter, and $10,581 for Ms. Gustafson); and a status upgrade in the Marriott Bonvoy program ($250 for Mr. Marino, Mr. Miller, Mr. Hunter, Ms. Marbert, and Ms. Gustafson). |

  173. Grants of Plan-Based Awards for Fiscal Year 2024

    Grants of Plan-Based Awards for Fiscal Year 2024 The following table shows the plan-based awards granted to the named executive officers in 2024.

  174. Grants of Plan-Based Awards for Fiscal Year 2024

    | | | | 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 | 2/29/2024 | 2/15/2024 | — | — | — | — | 35,244 | 70,488 | — | — | — | 2,999,969 | | SARs | 2/29/2024 | 2/15/2024 | — | — | — | — | — | — | — | 34,704 | 93.73 | 1,199,995 | | RSUs | 2/29/2024 | 2/15/2024 | — | — | — | — | — | — | 20,797 | — | — | 1,800,043 | | J. Marino | | | | | | | | | | | | | | Bonus | — | — | 125,000 | 500,000 | 1,000,000 | — | — | — | — | — | — | — | | Performance | 2/29/2024 | 2/15/2024 | — | — | — | — | 9,398 | 18,796 | — | — | — | 799,958 | | SARs | 2/29/2024 | 2/15/2024 | — | — | — | — | — | — | — | 9,254 | 93.73 | 319,985 | | RSUs | 2/29/2024 | 2/15/2024 | — | — | — | — | — | — | 5,546 | — | — | 480,023 | | B. Miller | | | | | | | | | | | | | | Bonus | — | — | 204,250 | 817,000 | 1,634,000 | — | — | — | — | — | — | — | | Performance | 2/29/2024 | 2/15/2024 | — | — | — | — | 10,280 | 20,560 | — | — | — | 875,034 | | SARs | 2/29/2024 | 2/15/2024 | — | — | — | — | — | — | — | 10,122 | 93.73 | 349,999 | | RSUs | 2/29/2024 | 2/15/2024 | — | — | — | — | — | — | 6,066 | — | — | 525,030 | | J. Hunter | | | | | | | | | | | | | | Bonus | — | — | 121,400 | 485,600 | 971,200 | — | — | — | — | — | — | — | | Performance | 2/29/2024 | 2/15/2024 | — | — | — | — | 7,343 | 14,686 | — | — | — | 625,036 | | SARs | 2/29/2024 | 2/15/2024 | — | — | — | — | — | — | — | 7,230 | 93.73 | 249,999 | | RSUs | 2/29/2024 | 2/15/2024 | — | — | — | — | — | — | 4,333 | — | — | 375,034 | | J. Marbert | | | | | | | | | | | | | | Bonus | — | — | 139,250 | 557,000 | 1,114,000 | — | — | — | — | — | — | — | | Performance | 2/29/2024 | 2/15/2024 | — | — | — | — | 6,461 | 12,922 | — | — | — | 549,960 | | SARs | 2/29/2024 | 2/15/2024 | — | — | — | — | — | — | — | 6,362 | 93.73 | 219,985 | | RSUs | 2/29/2024 | 2/15/2024 | — | — | — | — | — | — | 3,813 | — | — | 330,027 | | L. Gustafson | | | | | | | | | | | | | | Bonus | — | — | 99,113 | 396,450 | 792,900 | — | — | — | — | — | — | — | | Performance | 2/29/2024 | 2/15/2024 | — | — | — | — | 4,993 | 9,986 | — | — | — | 425,004 | | SARs | 2/29/2024 | 2/15/2024 | — | — | — | — | — | — | — | 4,916 | 93.73 | 169,985 | | RSUs | 2/29/2024 | 2/15/2024 | — | — | — | — | — | — | 2,946 | — | — | 254,985 |

  175. Grants of Plan-Based Awards for Fiscal Year 2024

    | (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 2024. |

  176. Grants of Plan-Based Awards for Fiscal Year 2024

    | (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 15, 2024, and the grant date of these awards was February 29, 2024 consistent with the Company’s Equity Grant Policy. |

  177. Grants of Plan-Based Awards for Fiscal Year 2024

    | (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. |

  178. Grants of Plan-Based Awards for Fiscal Year 2024

    | (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. |

  179. Grants of Plan-Based Awards for Fiscal Year 2024

    | MARRIOTT VACATIONS WORLDWIDE 2025 PROXY STATEMENT | Executive Compensation Tables and Discussion | 39 |

  180. Grants of Plan-Based Awards for Fiscal Year 2024

    | (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 2024 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 2024 Annual Report. |

  181. Grants of Plan-Based Awards for Fiscal Year 2024

    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 2024 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 2024, whereas the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table reports the actual value earned by the executive for 2024. 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 2024 began January 1, 2024 and will end on December 31, 2026, 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 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. Performance Units do not accrue or pay cash dividends and do not bear voting rights until they vest and shares are issued to the grantee. For information regarding treatment of the equity awards upon a termination of employment, see “Potential Payments Upon Termination or Change in Control.”

  182. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 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, 2024, our fiscal year-end. The market values are based on the closing price of our common stock on the NYSE on December 31, 2024, the last trading day of our fiscal year, which was $89.80.

  183. Outstanding Equity Awards at 2024 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 | | | | | | | | | | | 2/27/2023 | Performance(4) | — | — | — | — | — | — | —(4) | —(5) | | 2/29/2024 | Performance(6) | — | — | — | — | — | — | 35,244(6) | 3,164,911(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 | 15,187 | — | 96.82 | 3/2/2030 | — | — | — | — | | 3/1/2021 | VAC SARs | 10,614 | 3,538 | 173.88 | 3/1/2031 | — | — | — | — | | 2/28/2022 | VAC SARs | 5,027 | 5,027 | 159.27 | 2/28/2032 | — | — | — | — | | 2/27/2023 | VAC SARs | 3,418 | 10,257 | 153.10 | 2/27/2033 | — | — | — | — | | 2/29/2024 | VAC SARs | — | 34,704 | 93.73 | 2/28/2034 | — | — | — | — | | 3/1/2021 | VAC RSUs | — | — | — | — | 1,478 | 132,724 | — | — | | 2/28/2022 | VAC RSUs | — | — | — | — | 1,305 | 117,189 | — | — | | 2/27/2023 | VAC RSUs | — | — | — | — | 6,159 | 553,078 | — | — | | 2/29/2024 | VAC RSUs | — | — | — | — | 20,797 | 1,867,571 | — | — |

  184. Outstanding Equity Awards at 2024 Fiscal Year-End

    | 40 | Executive Compensation Tables and Discussion | 2025 PROXY STATEMENT MARRIOTT VACATIONS WORLDWIDE |

  185. Outstanding Equity Awards at 2024 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 | | | | | | | | | | | 2/27/2023 | Performance(4) | — | — | — | — | — | — | —(4) | —(5) | | 2/29/2024 | Performance(6) | — | — | — | — | — | — | 9,398(6) | 843,940(7) | | 3/1/2021 | VAC SARs | 531 | 177 | 173.88 | 3/1/2031 | — | — | — | — | | 2/29/2024 | VAC SARs | — | 9,254 | 93.73 | 2/28/2034 | — | — | — | — | | 3/1/2021 | VAC RSUs | — | — | — | — | 222 | 19,936 | — | — | | 12/15/2021 | VAC RSUs | — | — | — | — | 225 | 20,205 | — | — | | 2/28/2022 | VAC RSUs | — | — | — | — | 343 | 30,801 | — | — | | 2/27/2023 | VAC RSUs | — | — | — | — | 771 | 69,236 | — | — | | 11/15/2023 | VAC RSUs | — | — | — | — | 3,338 | 299,752 | — | — | | 2/29/2024 | VAC RSUs | — | — | — | — | 5,546 | 498,031 | — | — | | B. Miller | | | | | | | | | | | 2/27/2023 | Performance(4) | — | — | — | — | — | — | —(4) | —(5) | | 2/29/2024 | Performance(6) | — | — | — | — | — | — | 10,280(6) | 923,144(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 | 6,834 | — | 96.82 | 3/2/2030 | — | — | — | — | | 3/1/2021 | VAC SARs | 5,838 | 1,946 | 173.88 | 3/1/2031 | — | — | — | — | | 2/28/2022 | VAC SARs | 3,016 | 3,016 | 159.27 | 2/28/2032 | — | — | — | — | | 2/27/2023 | VAC SARs | 1,282 | 3,846 | 153.10 | 2/27/2033 | — | — | — | — | | 2/29/2024 | VAC SARs | — | 10,122 | 93.73 | 2/28/2034 | — | — | — | — | | 3/1/2021 | VAC RSUs | — | — | — | — | 813 | 73,007 | — | — | | 2/28/2022 | VAC RSUs | — | — | — | — | 783 | 70,313 | — | — | | 2/27/2023 | VAC RSUs | — | — | — | — | 2,310 | 207,438 | — | — | | 2/29/2024 | VAC RSUs | — | — | — | — | 6,066 | 544,727 | — | — | | J. Hunter | | | | | | | | | | | 2/27/2023 | Performance(4) | — | — | — | — | — | — | —(4) | —(5) | | 2/29/2024 | Performance(6) | — | — | — | — | — | — | 7,343(6) | 659,401(7) | | 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 | 7,594 | — | 96.82 | 3/2/2030 | — | — | — | — | | 3/1/2021 | VAC SARs | 4,511 | 1,504 | 173.88 | 3/1/2031 | — | — | — | — | | 2/28/2022 | VAC SARs | 2,262 | 2,262 | 159.27 | 2/28/2032 | — | — | — | — | | 2/27/2023 | VAC SARs | 854 | 2,565 | 153.10 | 2/27/2033 | — | — | — | — | | 2/29/2024 | VAC SARs | — | 7,230 | 93.73 | 2/28/2034 | — | — | — | — | | 3/1/2021 | VAC RSUs | — | — | — | — | 628 | 56,394 | — | — | | 2/28/2022 | VAC RSUs | — | — | — | — | 587 | 52,713 | — | — | | 2/27/2023 | VAC RSUs | — | — | — | — | 1,540 | 138,292 | — | — | | 2/29/2024 | VAC RSUs | — | — | — | — | 4,333 | 389,103 | — | — | | J. Marbert | | | | | | | | | | | 2/27/2023 | Performance(4) | — | — | — | — | — | — | —(4) | —(5) | | 2/29/2024 | Performance(6) | — | — | — | — | — | — | 1,434(6) | 128,773(7) | | 3/4/2019 | VAC SARs | 8,827 | — | 100.52 | 3/4/2029 | — | — | — | — | | 3/2/2020 | VAC SARs | 9,112 | — | 96.82 | 3/2/2030 | — | — | — | — | | 3/1/2021 | VAC SARs | 5,307 | 1,769 | 173.88 | 3/1/2031 | — | — | — | — | | 2/28/2022 | VAC SARs | 2,513 | 2,514 | 159.27 | 2/28/2032 | — | — | — | — | | 2/27/2023 | VAC SARs | 940 | 2,821 | 153.10 | 2/27/2033 | — | — | — | — | | 2/29/2024 | VAC SARs | — | 3,326 | 93.73 | 2/28/2034 | — | — | — | — | | 3/1/2021 | VAC RSUs | — | — | — | — | 739 | 66,362 | — | — | | 2/28/2022 | VAC RSUs | — | — | — | — | 653 | 58,639 | — | — | | 2/27/2023 | VAC RSUs | — | — | — | — | 1,694 | 152,121 | — | — | | 2/29/2024 | VAC RSUs | — | — | — | — | 1,993 | 178,971 | — | — |

  186. Outstanding Equity Awards at 2024 Fiscal Year-End

    | MARRIOTT VACATIONS WORLDWIDE 2025 PROXY STATEMENT | Executive Compensation Tables and Discussion | 41 |

  187. Outstanding Equity Awards at 2024 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 ($) | | L. Gustafson | | | | | | | | | | | 2/27/2023 | Performance(4) | — | — | — | — | — | — | —(4) | —(5) | | 2/29/2024 | Performance(6) | — | — | — | — | — | — | 4,993(6) | 448,371(7) | | 3/1/2021 | VAC SARs | 1,326 | 443 | 173.88 | 3/1/2031 | — | — | — | — | | 2/28/2022 | VAC SARs | 1,005 | 1,006 | 159.27 | 2/28/2032 | — | — | — | — | | 2/27/2023 | VAC SARs | 470 | 1,410 | 153.10 | 2/27/2033 | — | — | — | — | | 2/29/2024 | VAC SARs | — | 4,916 | 93.73 | 2/28/2034 | — | — | — | — | | 3/1/2021 | VAC RSUs | — | — | — | — | 185 | 16,613 | — | — | | 2/28/2022 | VAC RSUs | — | — | — | — | 261 | 23,438 | — | — | | 2/27/2023 | VAC RSUs | — | — | — | — | 847 | 76,061 | — | — | | 2/29/2024 | VAC RSUs | — | — | — | — | 2,946 | 264,551 | — | — |

  188. Outstanding Equity Awards at 2024 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. |

  189. Outstanding Equity Awards at 2024 Fiscal Year-End

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

  190. Outstanding Equity Awards at 2024 Fiscal Year-End

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

  191. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (4) 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 the performance targets. 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), 10,364 shares for Mr. Miller (5,182 shares for performance at target level), 6,910 shares for Mr. Hunter (3,455 shares for performance at target level), 4,220 shares for Ms. Marbert (2,110 shares for performance at target level), and 3,800 shares for Ms. Gustafson (1,900 shares for performance at target level). |

  192. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (5) Calculated by multiplying $89.80, the closing market price of our common stock on December 31, 2024, 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 the performance targets, ranges from $0 (if the minimum number of shares, 0 shares, were to be received) to $2,481,892 for Mr. Geller ($1,240,946 for performance at target level), $124,104 for Mr. Marino ($62,052 for performance at target level), $930,687 for Mr. Miller ($465,344 for performance at target level), $620,518 for Mr. Hunter ($310,259 for performance at target level), $378,956 for Ms. Marbert ($189,478 for performance at target level), and $341,240 for Ms. Gustafson ($170,620 for performance at target level). |

  193. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (6) With respect to Performance Units granted on February 29, 2024, the number of shares that the named executive officer will receive will be determined after the end of the performance period on December 31, 2026 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, 2026, 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 70,488 shares for Mr. Geller (35,244 shares for performance at target level), 18,796 shares for Mr. Marino (9,398 shares for performance at target level), 20,560 shares for Mr. Miller (10,280 shares for performance at target level), 14,686 shares for Mr. Hunter (7,343 shares for performance at target level), 2,868 shares for Ms. Marbert (1,434 shares for performance at target level), and 9,986 shares for Ms. Gustafson (4,993 shares for performance at target level). |

  194. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (7) Calculated by multiplying $89.80, the closing market price of our common stock on December 31, 2024, 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 $6,329,822 for Mr. Geller ($3,164,911 for performance at target level), $1,687,881 for Mr. Marino ($843,940 for performance at target level), $1,846,288 for Mr. Miller ($923,144 for performance at target level), $1,318,803 for Mr. Hunter ($659,401 for performance at target level), $257,546 for Ms. Marbert ($128,773 for performance at target level), and $896,743 for Ms. Gustafson ($448,371 for performance at target level). |

  195. Outstanding Equity Awards at 2024 Fiscal Year-End

    | 42 | Executive Compensation Tables and Discussion | 2025 PROXY STATEMENT MARRIOTT VACATIONS WORLDWIDE |

  196. Option Exercises and Stock Vested During Fiscal Year 2024

    Option Exercises and Stock Vested During Fiscal Year 2024 The following table shows information about option and SAR exercises and vesting of Performance Units and RSUs during fiscal year 2024.

  197. Option Exercises and Stock Vested During Fiscal Year 2024

    | | 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(2) | | J. Geller | — | $ — | 13,158 | $1,203,605 | | J. Marino | — | — | 1,161 | 103,223 | | B. Miller | — | — | 7,016 | 642,884 | | J. Hunter | 762 | 72,777 | 5,343 | 489,881 | | J. Marbert | — | — | 5,794 | 530,603 | | L. Gustafson | — | — | 2,230 | 205,695 |

  198. Option Exercises and Stock Vested During Fiscal Year 2024

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

  199. Option Exercises and Stock Vested During Fiscal Year 2024

    | (2) For the Performance Units, the value realized upon vesting is based on the closing price of our common stock on the vesting date. For RSUs, the value realized upon vesting is based on the average of the high and low stock price on the vesting date. |

  200. Nonqualified Deferred Compensation for Fiscal Year 2024

    Nonqualified Deferred Compensation for Fiscal Year 2024 The following table discloses contributions, earnings, distributions and balances under the MVW Deferred Compensation Plan and the Marriott Deferred Compensation Plan for the 2024 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.

  201. Nonqualified Deferred Compensation for Fiscal Year 2024

    | 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 | $163,223 | $15,389 | $58,555(5) | $134,534 | $863,335(6) | | | MDCP | — | — | 11,427(5) | — | 314,621(7) | | J. Marino | DCP | 36,864 | 6,468 | 105,792(5) | — | 696,369(6) | | B. Miller | DCP | 64,586 | 12,096 | 47,678(5) | — | 1,443,680(6) | | | MDCP | — | — | 36,535(5) | — | 1,005,851(7) | | J. Hunter | DCP | 25,171 | 7,079 | 66,237(5) | — | 668,139(6) | | | MDCP | — | — | 5,126(5) | — | 141,173(7) | | J. Marbert | DCP | 129,510 | 10,164 | 36,781(5) | — | 536,555(6) | | L. Gustafson | DCP | — | — | —(5) | — | —(6) |

  202. Nonqualified Deferred Compensation for Fiscal Year 2024

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

  203. Nonqualified Deferred Compensation for Fiscal Year 2024

    | (2) The amounts in this column consist of elective deferrals by the named executive officers of salary for the 2024 fiscal year and non-equity incentive plan compensation for the 2023 fiscal year paid in 2024 under the MVW Deferred Compensation Plan. All of these amounts that are attributable to 2024 salary are reported in the Summary Compensation Table, and all of the amounts that are attributable to 2023 non-equity incentive plan compensation were included in the 2023 Summary Compensation Table. |

  204. Nonqualified Deferred Compensation for Fiscal Year 2024

    | (3) The amounts in this column consist of Company contributions that were accrued during 2024 and credited to the participants’ accounts in 2025 under the MVW Deferred Compensation Plan. All of these amounts are included in the Summary Compensation Table in the “All Other Compensation” column for 2024. |

  205. Nonqualified Deferred Compensation for Fiscal Year 2024

    | (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 2024 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 2024 but credited to the participants’ accounts in 2025. |

  206. Nonqualified Deferred Compensation for Fiscal Year 2024

    | (5) These amounts consist of the aggregate notional earnings during 2024 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 2024. |

  207. Nonqualified Deferred Compensation for Fiscal Year 2024

    | (6) Of these amounts, the following were previously reported in the Summary Compensation Table of previously filed proxy statements: Mr. Geller, $1,248,166; Mr. Marino, $50,327; Mr. Miller, $1,185,769; Mr. Hunter, $202,292; Ms. Marbert, $350,287; and Ms. Gustafson, $0. |

  208. Nonqualified Deferred Compensation for Fiscal Year 2024

    | (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. Miller, $233,184; and Mr. Hunter, $6,817. |

  209. Nonqualified Deferred Compensation for Fiscal Year 2024

    | MARRIOTT VACATIONS WORLDWIDE 2025 PROXY STATEMENT | Executive Compensation Tables and Discussion | 43 |

  210. Nonqualified Deferred Compensation for Fiscal Year 2024

    For 2024, we credited amounts subject to the fixed rate of return in participant plan accounts with a rate of return of 3.5%. For 2024, Marriott International credited participant plan accounts with a rate of return of 3.75%, 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 2024. 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.

  211. 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, 2024, 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, 2024 (based on our closing stock price of $89.80 as of that date).

  212. Potential Payments Upon Termination or Change in Control

    | Name | Plan | Retirement(1) | Disability | Death | Involuntary Termination(2) | Termination Following Change In Control(3) | | J. Geller | Cash Severance | $— | $— | $— | $ — | $7,125,000 | | | Annual Bonus(4) | 406,125 | 406,125 | 406,125 | — | 1,425,000 | | | Other Benefits(5) | — | — | — | — | 64,367 | | | MVW Equity Awards(6) | 3,361,314 | 4,165,897 | 4,409,955 | — | 7,076,419 | | | Deferred Compensation Plan(7) | 67,118 | — | 67,118 | — | 67,118 | | | Total | $3,834,557 | $4,572,022 | $4,883,198 | $ — | $15,757,904 | | J. Marino | Cash Severance | $— | $— | $— | $ — | $2,000,000 | | | Annual Bonus(4) | — | 142,500 | 142,500 | — | 500,000 | | | Other Benefits(5) | — | — | — | — | 42,316 | | | MVW Equity Awards(6) | — | 596,401 | 1,227,465 | — | 1,843,953 | | | Deferred Compensation Plan(7) | — | — | 21,945 | — | 21,945 | | | Total | $— | $738,901 | $1,391,910 | $ — | $4,408,214 | | B. Miller | Cash Severance | $— | $— | $— | $ — | $3,268,000 | | | Annual Bonus(4) | 232,845 | 232,845 | 232,845 | — | 817,000 | | | Other Benefits(5) | — | — | — | — | 39,578 | | | MVW Equity Awards(6) | 1,096,965 | 1,398,676 | 1,469,863 | — | 2,283,974 | | | Deferred Compensation Plan(7) | 61,047 | — | 61,047 | — | 61,047 | | | Total | $1,390,857 | $1,631,521 | $1,763,755 | $ — | $6,469,599 | | J. Hunter | Cash Severance | $— | $— | $— | $ — | $1,942,400 | | | Annual Bonus(4) | 138,396 | 138,396 | 138,396 | — | 485,600 | | | Other Benefits(5) | — | — | — | — | 40,581 | | | MVW Equity Awards(6) | 780,419 | 981,579 | 1,032,427 | — | 1,606,162 | | | Deferred Compensation Plan(7) | 37,706 | — | 37,706 | — | 37,706 | | | Total | $956,521 | $1,119,975 | $1,208,529 | $ — | $4,112,449 | | J. Marbert(8) | Cash Severance | $— | $— | $— | $ — | $— | | | Annual Bonus(4) | 364,192 | — | — | — | — | | | Other Benefits(5) | — | — | — | — | — | | | MVW Equity Awards(6) | 494,128 | — | — | — | — | | | Deferred Compensation Plan(7) | — | — | — | — | — | | | Total | $858,320 | $— | $— | $ — | $— |

  213. Potential Payments Upon Termination or Change in Control

    | 44 | Executive Compensation Tables and Discussion | 2025 PROXY STATEMENT MARRIOTT VACATIONS WORLDWIDE |

  214. Potential Payments Upon Termination or Change in Control

    | Name | Plan | Retirement(1) | Disability | Death | Involuntary Termination(2) | Termination Following Change In Control(3) | | L. Gustafson | Cash Severance | $— | $— | $— | $ — | $1,673,900 | | | Annual Bonus(4) | — | 112,988 | 112,988 | — | 396,450 | | | Other Benefits(5) | — | — | — | — | 42,342 | | | MVW Equity Awards(6) | — | 367,200 | 623,720 | — | 999,653 | | | Deferred Compensation Plan(7) | — | — | — | — | — | | | Total | $— | $480,188 | $736,708 | $ — | $3,112,345 |

  215. Potential Payments Upon Termination or Change in Control

    | (1) Each of Mr. Geller, Mr. Miller and Mr. Hunter is eligible for “approved retiree” status under the MVW Deferred Compensation Plan and the 2020 Equity Plan. 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, 2024 and satisfied the requirements of such plans for qualification as an approved retiree. Upon her retirement, Ms. Marbert qualified as an “approved retiree” and thus the amounts for Ms. Marbert represent the amounts she actually received as an approved retiree as a result of her retirement effective August 31, 2024. |

  216. Potential Payments Upon Termination or Change in Control

    | (2) Upon 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. |

  217. 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.” |

  218. 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 2024 Bonus Plan. The amount shown with respect to annual bonus for each named executive officer is the actual payout amount for 2024. See Note 3 for a description of annual bonus amounts payable following a Change in Control. |

  219. Potential Payments Upon Termination or Change in Control

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

  220. 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, 2024, each of Mr. Geller, Mr. Miller, Mr. Hunter, and, as of her retirement date, Ms. Marbert 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, 2024; 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. |

  221. 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. |

  222. Potential Payments Upon Termination or Change in Control

    | (8) Ms. Marbert retired on August 31, 2024 and is an approved retiree. |

  223. 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 and health and dependent care spending accounts. 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.

  224. Potential Payments Upon Termination or Change in Control

    | MARRIOTT VACATIONS WORLDWIDE 2025 PROXY STATEMENT | Executive Compensation Tables and Discussion | 45 |

  225. 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, 2024, the date for the determination of the median employee, we had 22,295 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 17 countries totaling 1,087 associates (approximately 4.9% 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.

  226. CEO PAY RATIO

    | Country | Number of Associates | Country | Number of Associates | | Argentina | 10 | Finland | 7 | | Australia | 30 | Germany | 13 | | Bahamas | 24 | Hong Kong | 5 | | Brazil | 3 | Indonesia | 268 | | China | 84 | Italy | 2 | | Columbia | 16 | St. Kitts | 63 | | Costa Rica | 26 | Thailand | 355 | | Egypt | 7 | UAE | 44 | | France | 130 | | |

  227. 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 $47,537. Our CEO’s compensation as reported in the Summary Compensation Table was $7,437,761. Therefore, our CEO to median employee pay ratio is 156:1. 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.

  228. CEO PAY RATIO

    | 46 | Executive Compensation Tables and Discussion | 2025 PROXY STATEMENT MARRIOTT VACATIONS WORLDWIDE |

  229. 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. For 2024, Adjusted EBITDA was utilized in both the short-term incentive plan and the 2024-2026 three-year performance awards because the CPC believes it promotes sustained performance of the Company over both the shorter- and longer-term. 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:

  230. PAY VS. PERFORMANCE

    | • | Adjusted EBITDA, with its relative importance noted above, used in both the short-term and 2024-2026 long-term incentive programs |

  231. 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 program |

  232. PAY VS. PERFORMANCE

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

  233. 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 | | | | 2024 | $7,437,761 | $5,767,942 | $2,086,757 | $1,596,477 | $77.66 | $149.90 | $217,058,511 | $726,920,650 | | 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 | (255,994,393) | 234,980,182 |

  234. 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. |

  235. PAY VS. PERFORMANCE

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

  236. PAY VS. PERFORMANCE

    | 3 | Mr. Geller served as the Company’s PEO for 2024 and 2023. Mr. Stephen P. Weisz served as the Company’s PEO fo r 2022, 2021 and 2020. |

  237. PAY VS. PERFORMANCE

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

  238. 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 | | 2024 | $7,437,761 | $(6,000,007) | $4,330,188 | $5,767,942 |

  239. PAY VS. PERFORMANCE

    | MARRIOTT VACATIONS WORLDWIDE 2025 PROXY STATEMENT | Executive Compensation Tables and Discussion | 47 |

  240. PAY VS. PERFORMANCE

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

  241. 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 | Change in Fair Value from Last Day of Prior Fiscal Year to Vesting Date 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 | | 2024 | $4,527,302 | $(106,424) | $— | $(90,690) | $— | $— | $4,330,188 |

  242. 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 2024 and 2023; Mr. Terry for 2023, 2022 and 2021; Mr. Miller and Ms. Marbert for 2024, 2023, 2022, 2021 and 2020; Mr. Hunter for 2024 and 2023; and Mr. Cunningham for 2021 and 2020. |

  243. PAY VS. PERFORMANCE

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

  244. 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 | | 2024 | $2,086,757 | $(1,310,009) | $819,729 | $1,596,477 |

  245. PAY VS. PERFORMANCE

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

  246. 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 | Average Change in Fair Value from Last Day of Prior Fiscal Year to Vesting Date 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 | | 2024 | $836,211 | $(17,734) | $43,738 | $(42,486) | $— | $— | $819,729 |

  247. PAY VS. PERFORMANCE

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

  248. PAY VS. PERFORMANCE

    | 48 | Executive Compensation Tables and Discussion | 2025 PROXY STATEMENT MARRIOTT VACATIONS WORLDWIDE |

  249. 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 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.

  250. PAY VS. PERFORMANCE

    | MARRIOTT VACATIONS WORLDWIDE 2025 PROXY STATEMENT | Executive Compensation Tables and Discussion | 49 |

  251. DIRECTORS

    DIRECTORS In designing and implementing compensation programs applicable to our non-employee directors, our CPC considered the advice and recommendations of Exequity. In determining its recommendation to the Board with respect to compensation for our non-employee directors for 2024, the CPC considered the external market pay practices of the same companies that comprised the peer group it considered with respect to the compensation of our executive officers for 2024 and generally looks to the median of such market data when making director compensation decisions. As a result of the external market review, the CPC did not recommend changes to non-employee director compensation in 2024. For 2024, our compensation arrangements for our non-employee directors for service on our Board consisted of:

  252. DIRECTORS

    | • | an annual cash retainer of $85,000 for each non-employee director other than the Chairman and $130,000 for the Chairman; |

  253. DIRECTORS

    | • | an annual cash retainer of $25,000 for the chairs of each of the Audit Committee, Compensation Policy Committee and Nominating and Corporate Governance Committee; |

  254. DIRECTORS

    | • | an annual cash retainer of $10,000 for the members (other than the Chairs) of each of the Audit Committee, Compensation Policy Committee and Nominating and Corporate Governance Committee; and |

  255. DIRECTORS

    | • | an annual equity grant (the “Non-Employee Director Share Awards”) with a grant date value of $175,000 for each non-employee director other than the Chairman and $250,000 for the Chairman. |

  256. DIRECTORS

    The Non-Employee Director Share Awards vest immediately upon grant. Non-Employee Director Share Awards granted prior to 2016 represent the right to receive shares of the Company’s common stock upon a director’s completion of Board service. Since 2016, a non-employee director who has achieved the ownership level required by our stock ownership guidelines at such time (without giving effect to any time permitted for achievement) has been permitted to elect one of the following options with respect to each grant of Non-Employee Director Share Awards:

  257. DIRECTORS

    | • | to receive the Non-Employee Director Share Awards in the form of stock units with terms, including the payment of dividends, as specified in the relevant equity plan, with distribution in the form of shares of the Company’s common stock to occur as elected by the non-employee director as permitted pursuant to the relevant equity plan; or |

  258. DIRECTORS

    | • | to receive the Non-Employee Director Share Awards in the form of shares of the Company’s common stock, to be issued as soon as practicable following the grant date. |

  259. DIRECTORS

    If no election is made, Non-Employee Director Share Awards will represent the right to receive shares of the Company’s common stock upon a director’s completion of Board service. When the Company pays a cash dividend, a corresponding dividend equivalent payment is paid in cash with respect to the Non-Employee Director Share Awards. Non-Employee Director Share Awards cannot be transferred or assigned, and the director has no voting rights in the shares of common stock underlying the awards until such time as such shares are distributed to the non-employee director. The following table summarizes the compensation paid to our non-employee directors during the fiscal year ended December 31, 2024.

  260. DIRECTORS

    | Name | Fees Earned or Paid in Cash 1,2 | Stock Awards 3 | Total | | William J. Shaw | $130,000 | $249,984 | $379,984 | | C.E. Andrews | 120,000 | 174,989 | 294,989 | | Lizanne Galbreath | 105,000 | 174,989 | 279,989 | | Mary E. Galligan | 93,736 | 174,989 | 268,725 | | Raymond L. Gellein, Jr. | 105,000 | 174,989 | 279,989 | | Jonice M. Gray | 105,000 | 174,989 | 279,989 | | Melquiades R. Martinez | 94,588 | 174,989 | 269,577 | | William W. McCarten | 105,000 | 174,989 | 279,989 | | Dianna F. Morgan | 120,000 | 174,989 | 294,989 | | Stephen R. Quazzo | 118,104 | 174,989 | 293,093 |

  261. DIRECTORS

    | 1 | Directors may elect to defer their cash retainer and committee fees pursuant to the MVW Deferred Compensation Plan. No director elected to defer their cash retainer and committee fees pursuant to the MVW Deferred Compensation Plan in 2024. |

  262. DIRECTORS

    | 2 | Directors may elect to receive their cash retainer and committee fees in the form of equity awards. Mr. Gellein and Ms. Gray elected equity in lieu of their cash retainer and committee fees in 2024. |

  263. DIRECTORS

    | 50 | Executive Compensation Tables and Discussion | 2025 PROXY STATEMENT MARRIOTT VACATIONS WORLDWIDE |

  264. DIRECTORS

    | 3 | The following table indicates the number of outstanding equity awards held by each non-employee director as of December 31, 2024. |

  265. DIRECTORS

    | | | Number of Securities Underlying Unexercised Options/SARs | | Number of Shares or Units of Stock That Have Not Vested | Number of Shares or Units of Stock That Have Vested | | Name | Award Type | Exercisable | Unexercisable | | | | William J. Shaw | Non-Employee Director | — | — | — | 33,410 | | C.E. Andrews | Non-Employee Director | — | — | — | 19,487 | | Lizanne Galbreath | Non-Employee Director | — | — | — | 7,487 | | | Stock Units | — | — | — | 2,825 | | Mary E. Galligan | Non-Employee Director | — | — | — | 1,768 | | Raymond L. Gellein, Jr. | Non-Employee Director | — | — | — | 19,105 | | | Stock Units | — | — | — | 5,896 | | Jonice M. Gray | Non-Employee Director | — | — | — | 4,506 | | | Stock Units | — | — | — | 3,002 | | Melquiades R. Martinez | Non-Employee Director | — | — | — | 12,837 | | William W. McCarten | Non-Employee Director | — | — | — | 21,024 | | Dianna F. Morgan | Non-Employee Director | — | — | — | 13,406 | | Stephen R. Quazzo | Non-Employee Director | — | — | — | 1,739 | | | Stock Units | — | — | — | 1,046 |