New leadership at Marriott Vacations (NYSE: VAC) gets performance-tied pay
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Marriott Vacations Worldwide appointed Matthew E. Avril as permanent Chief Executive Officer and Michael A. Flaskey as President and Chief Operating Officer, both effective February 16, 2026. The company set aggressive, performance-based pay packages that link much of their compensation to share price and profit growth.
Avril will receive at least $1,100,000 in base salary with a target annual bonus of 150% and a maximum of 300% of salary for 2026 and 2027, plus stock appreciation rights, restricted stock units and a CEO Transformation Award targeting 150,000 and up to 300,000 restricted stock units. Flaskey will receive at least $1,000,000 in base salary, rising bonus targets of 125% in 2026 and 150% in 2027 (with 250% and 300% maximums), a 30,000-share grant and a similar Transformation Award.
Half of each Transformation Award vests on share price performance between $115 and $215 “Highest Average Stock Price” over a three-year period, and half on achieving “Highest Four-Quarter Adjusted EBITDA” goals between $875,000,000 and $1,100,000 or greater. Both leaders receive severance protections, non-compete and non-solicitation covenants, and eligibility for the company’s change-in-control severance plan.
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Insights
Marriott Vacations ties new leadership pay to multi‑year stock and EBITDA goals.
Marriott Vacations Worldwide has moved its interim CEO, Matthew Avril, into the permanent CEO role and hired industry veteran Michael Flaskey as President and COO. Both bring long experience in vacation ownership and hospitality, including prior chief executive roles and large-scale operational responsibility.
Their employment agreements emphasize variable, at-risk compensation. Avril’s package includes base salary of at least
Both Transformation Awards depend on two levers over the
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 8-K
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Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 16, 2026
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Executive Officer Appointment
On February 16, 2026, the Board of Directors (the “Board”) of Marriott Vacations Worldwide Corporation (the “Company”) appointed Matthew E. Avril, who has served as the Company’s interim President and Chief Executive Officer since November 9, 2025, as the Company’s Chief Executive Officer, effective immediately.
Mr. Avril, age 65, has served as a member of the Board since March 2025. Mr. Avril has over 30 years of executive experience, principally in the hospitality and vacation ownership industries. Mr. Avril was a self-employed consultant from March 2017 to November 2025 and also served on public company boards. 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, principally in the vacation ownership division, 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 Babcock & Wilcox Enterprises, Inc., a public company focused on clean energy, environmental technologies, and industrial power generation, from 2018 to 2022.
There are no arrangements or understandings between Mr. Avril and any other persons pursuant to which he was appointed as Chief Executive Officer. In addition, there are no family relationships between Mr. Avril and any other director or executive officer of the Company, and Mr. Avril is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with his appointment as Chief Executive Officer, Mr. Avril entered into an employment agreement with the Company (the “CEO Employment Agreement”), pursuant to which the Company will pay Mr. Avril a base salary of not less than $1,100,000, subject to such annual increases as the Board’s Compensation Policy Committee (the “Committee”) deems appropriate. Mr. Avril will be eligible to receive an annual cash bonus, subject to the achievement of performance goals established by the Committee. Mr. Avril’s target annual bonus for each of 2026 and 2027 is 150% with a maximum annual bonus of 300% of Mr. Avril’s base salary.
In accordance with the CEO Employment Agreement, Mr. Avril will receive long-term incentive equity awards that are expected to be granted in accordance with the Company’s equity grant policy during the first quarter of 2026 under the Marriott Vacations Worldwide Corporation 2020 Equity Incentive Plan (the “Plan”) consisting of (i) time-based vesting stock appreciation rights with a grant date fair value of approximately $2,625,000, (ii) time-based vesting restricted stock units with a grant date fair value of approximately $1,750,000 and (iii) a “CEO Transformation Award” with a target of 150,000 and up to 300,000 restricted stock units, to be earned based on the achievement of the stock price goals and Adjusted EBITDA goals described below.
If there are insufficient shares available for issuance under the CEO Transformation Award when the restricted stock units granted under the CEO Transformation Award vest, the Company will pay Mr. Avril the cash equivalent of the unavailable shares based on the stock price of the Company common stock on the settlement date of the CEO Transformation Award. Mr. Avril is not expected to receive long-term equity incentive awards in 2027, but will be eligible to receive such awards in 2028, subject to Committee approval and his continued employment with the Company.
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Mr. Avril will be an “at-will” employee of the Company. If Mr. Avril’s employment is terminated by the Company other than for Cause (as defined in the CEO Employment Agreement), Disability (as defined in the CEO Employment Agreement) or death, or by Mr. Avril for Good Reason (as defined in the CEO Employment Agreement), in each case, other than in connection with a change in control of the Company or as described in the following sentence, he is entitled to receive the benefits and payments set forth in the CEO Employment Agreement, including, without limitation, all accrued amounts to which he is entitled under the CEO Employment Agreement, a lump sum cash severance payment equal to (i) two times the sum of his base salary plus his target annual bonus for the year in which termination occurs and (ii) his prorated annual bonus for the year in which termination occurs, conditioned on his execution and non-revocation of a separation agreement on customary terms containing a general release in favor of the Company and compliance with restrictive covenants. If Mr. Avril and the Company mutually agree that he will step down from employment as the Company’s Chief Executive Officer because the Board has identified a successor who is ready to assume employment as the Chief Executive Officer of the Company (a “Leadership Transition”), Mr. Avril is entitled to receive the benefits and payments set forth in the CEO Employment Agreement, including, without limitation, his prorated annual bonus at target in effect on the date of termination. During the term of his employment, and for two years thereafter, Mr. Avril will be restricted from competing with the Company, and during the term of his employment and for one year thereafter, Mr. Avril will be restricted from soliciting or inducing: Customers (as defined in the CEO Employment Agreement) not to conduct business with the Company; and employees of the Company or its affiliates with whom he had material contact to leave their employment with the Company.
Mr. Avril will be entitled to participate in the Marriott Vacations Worldwide Corporation Change in Control Severance Plan (the “Change in Control Plan”), the terms of which are described in the Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on March 27, 2025; provided, that Mr. Avril shall instead participate in any Change in Control severance plan adopted by the Company that is more favorable to Mr. Avril than the Change in Control Plan.
The foregoing description of the CEO Employment Agreement does not purport to be complete and is qualified in its entirety by the full text of the CEO Employment Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K (this “Form 8-K”) and incorporated herein by reference.
President and Chief Operating Officer Appointment
On February 16, 2026, the Board appointed Michael A. Flaskey as the Company’s President and Chief Operating Officer, effective immediately.
Mr. Flaskey, age 58, has more than 25 years of experience in the vacation ownership and hospitality industries. Most recently, he served as Chief Executive Officer and a member of the Board of Directors of maritime hospitality company Hornblower Group from August 2024 to January 2026. Mr. Flaskey served as a Senior Advisor for McKinsey and Company, a private management consulting firm, between fall 2023 and August 2024. Between July 2021 and July 2024, Mr. Flaskey was the Chief Executive Officer of Mike Flaskey Entertainment, a private full-service sports, music and entertainment company, of which Mr. Flaskey is also the founder and Chairman. Prior to that, he spent more than a decade at Diamond Resorts International, including serving as Chief Executive Officer from 2017 to 2021, where he led a transformation that ultimately culminated in the sale of the company to Hilton Grand Vacations. Earlier in his career, Mr. Flaskey held senior executive leadership roles with Starwood Vacation Ownership and Fairfield Resorts (now Travel + Leisure), where he developed deep expertise across brand, sales, marketing, operations and resort management functions.
There are no arrangements or understandings between Mr. Flaskey and any other persons pursuant to which he was appointed as President and Chief Operating Officer. In addition, there are no family relationships between Mr. Flaskey and any other director or executive officer of the Company, and Mr. Flaskey is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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In connection with his appointment as President and Chief Operating Officer, Mr. Flaskey entered into an employment agreement with the Company (the “President and COO Employment Agreement”), pursuant to which the Company will pay Mr. Flaskey a base salary of not less than $1,000,000, subject to such annual increases as the Committee deems appropriate. Mr. Flaskey will be eligible to receive an annual cash bonus, subject to the achievement of performance goals established by the Committee. Mr. Flaskey’s target annual bonus for each of 2026 and 2027 is 125% and 150%, respectively, with a maximum annual bonus for 2026 and 2027 of 250% and 300%, respectively, of Mr. Flaskey’s base salary. He will also be entitled to receive $700,000, payable in equal installments over twelve consecutive months, which represents the amount he forfeited by terminating his consulting agreement with his former employer; provided, that such installment payments will terminate if his employment with the Company is terminated by the Company for Cause (as defined in the President and COO Employment Agreement) or by Mr. Flaskey without Good Reason (as defined in the President and COO Employment Agreement).
In accordance with the President and COO Employment Agreement, Mr. Flaskey will receive an equity grant of 30,000 shares of Company Common Stock in accordance with the Company’s equity grant policy during the first quarter of 2026. He will also receive long-term incentive equity awards that are expected to be granted in accordance with the Company’s equity grant policy during the first quarter of 2026 under the Plan consisting of (i) time-based vesting stock appreciation rights with a grant date fair value of approximately $2,400,000, (ii) time-based vesting restricted stock units with a grant date fair value of approximately $1,600,000 and (iii) a “President and COO Transformation Award” with a target of 150,000 and up to 300,000 restricted stock units, to be earned based on the achievement of the stock price goals and Adjusted EBITDA goals described below.
If there are insufficient shares available for issuance under the President and COO Transformation Award when the restricted stock units granted under the President and COO Transformation Award vest, the Company will pay Mr. Flaskey the cash equivalent of the unavailable shares based on the stock price of the Company common stock on the settlement date of the President and COO Transformation Award. Mr. Flaskey is not expected to receive long-term equity incentive awards in 2027, but will be eligible to receive such awards in 2028, subject to Committee approval and his continued employment with the Company.
Mr. Flaskey will be an “at-will” employee of the Company. If Mr. Flaskey’s employment is terminated (i) by the Company other than for Cause (as defined in the President and COO Employment Agreement), Disability (as defined in the President and COO Employment Agreement) or death, (ii) in connection with a Leadership Transition that occurs between July 1, 2027 and December 31, 2028, if the Board determines that Mr. Flaskey will not succeed Mr. Avril as Chief Executive Officer of the Company or (iii) by Mr. Flaskey for Good Reason (as defined in the President and COO Employment Agreement), in each case, other than in connection with a change in control of the Company, he is entitled to receive the benefits and payments set forth in the President and COO Employment Agreement, including, without limitation, all accrued amounts to which he is entitled under the President and COO Employment Agreement, a lump sum cash severance payment equal to (i) two times the sum of his base salary plus his target annual bonus for the year in which termination occurs and (ii) his prorated annual bonus for the year in which termination occurs, conditioned on his execution and non-revocation of a separation agreement on customary terms containing a general release in favor of the Company and compliance with restrictive covenants. During the term of his employment, and for two years thereafter, Mr. Flaskey will be restricted from competing with the Company, and during the term of his employment and for one year thereafter, Mr. Flaskey will be restricted from soliciting or inducing: Customers (as defined in the President and COO Employment Agreement) not to conduct business with the Company; and employees of the Company or its affiliates with whom he had material contact to leave their employment with the Company.
Mr. Flaskey will be entitled to participate in the Change in Control Plan; provided, that Mr. Flaskey shall instead participate in any Change in Control severance plan adopted by the Company that is more favorable to Mr. Flaskey than the Change in Control Plan.
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The foregoing description of the President and COO Employment Agreement does not purport to be complete and is qualified in its entirety by the full text of the President and COO Employment Agreement, a copy of which is attached as Exhibit 10.2 to this Form 8-K and incorporated herein by reference.
Transformation Awards
Fifty percent of the CEO Transformation Award and the President and COO Transformation Award will vest based on the achievement of the following stock price goals during the “Performance Period” of January 1, 2026 through December 31, 2028:
| Highest Average Stock Price | Payout as a Percentage of Target | Shares Issued Upon Vesting | |||||||||
Less than $115 | 0% | 0 | |||||||||
| Threshold | $115 | 50% | 37,500 | ||||||||
| Target | $145 | 100% | 75,000 | ||||||||
| Maximum | $215 or greater | 200% | 150,000 | ||||||||
The “Highest Average Stock Price” is the per share closing price of Company Common Stock over any 30 consecutive trading days during the Performance Period. Additional vesting may also occur based on the closing price of Company Common Stock between the end of the Performance Period and June 30, 2029. If the Highest Average Stock Price falls between Threshold and Target levels or between Target and Maximum levels, the Company shall use linear interpolation to determine the payout percentage.
Fifty percent of the CEO Transformation Award and the President and COO Transformation Award will vest based on the achievement of the following Adjusted EBITDA goals during the “Performance Period” of January 1, 2026 through December 31, 2028:
| Highest Four-Quarter Adjusted EBITDA | Payout as a Percentage of Target | Shares Issued Upon Vesting | |||||||||
Less than $875,000,000 | 0% | 0 | |||||||||
| Threshold | $875,000,000 | 50% | 37,500 | ||||||||
| Target | $950,000,000 | 100% | 75,000 | ||||||||
| Maximum | $1,100,000 or greater | 200% | 150,000 | ||||||||
The “Highest Four-Quarter Adjusted EBITDA” is the Company’s Adjusted EBITDA over four consecutive quarters during the Performance Period. If the Highest Four-Quarter Adjusted EBITDA falls between Threshold and Target levels or between Target and Maximum levels, the Company shall use linear interpolation to determine the payout percentage.
The descriptions of the CEO Transformation Award and the President and COO Transformation Award included in this Form 8-K do not purport to be complete and are qualified in their entirety by the full text of the form of Transformation Restricted Stock Unit Award Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 and is incorporated herein by reference.
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Item 7.01 Regulation FD Disclosure
On February 17, 2026, the Company issued a press release announcing the appointment of Mr. Avril as Chief Executive Officer and the appointment of Mr. Flaskey as President and Chief Operating Officer.
The information under this Item 7.01, including Exhibit 99.1, to this Current Report is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information under this Item 7.01, including Exhibit 99.1, to this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1934, as amended.
A copy of the press release announcing these actions is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are being furnished herewith:
| Exhibit Number | Description | |||||||
10.1 | CEO Employment Agreement, dated February 16, 2026 between the Company and Matthew Avril | |||||||
10.2 | President and COO Employment Agreement, dated February 16, 2026 between the Company and Michael Flaskey | |||||||
99.1 | Press release reporting appointment of Chief Executive Officer and President and Chief Operating Officer | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MARRIOTT VACATIONS WORLDWIDE CORPORATION | |||||||||||
| (Registrant) | |||||||||||
| Dated: | February 17, 2026 | By: | /s/ Jason P. Marino | ||||||||
| Name: | Jason P. Marino | ||||||||||
| Title: | Executive Vice President and Chief Financial Officer | ||||||||||
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Exhibit 99.1
 | Neal Goldner Investor Relations 407-206-6149 Investor@mvwc.com | ||||||||||
Cameron Klaus Global Communications 407-206-6300 media@mvwc.com | |||||||||||
Marriott Vacations Worldwide Announces Leadership Appointments
Names Matthew E. Avril as Chief Executive Officer
Industry Veteran Michael A. Flaskey Named President and Chief Operating Officer to Set Renewed Focus on Operational Execution
ORLANDO, Fla. — February 17, 2026 — Marriott Vacations Worldwide (NYSE: VAC) (“MVW,” the “Company,” “we,” “us” or “our”) today announced that its Board of Directors (the “Board”) has appointed Matthew (Matt) E. Avril as Chief Executive Officer. Mr. Avril will continue to serve as a member of the Board. Mr. Avril joined the Company’s Board in March 2025 and has served as interim President and CEO since November 2025.
“Since assuming the interim role, Matt has worked closely with the Board and the Company’s executive leadership team to conduct a comprehensive review of the business, bringing a focused approach to performance along with laying the groundwork for a reset within the organization. He has demonstrated decisive leadership and a strong sense of urgency needed to position us for success,” said Bill Shaw, chairman of MVW’s Board of Directors. “Over the past few months, Matt has engaged with investors, associates and customers while leading a rigorous operational and strategic assessment that has already driven change. As a proven industry executive skilled in execution, Matt is the ideal leader to realize sustainable performance improvement and long-term shareholder value creation for the Company.”
Mr. Avril said, “I appreciate the Board’s confidence and the opportunity to join the management team in leading Marriott Vacations Worldwide. We are acting with urgency to strengthen our marketing and sales execution, enhance profitability, and reinforce a performance-driven culture. Simultaneously, we are implementing greater cost and capital allocation discipline rooted in rigor across the business. Based on these priorities, we are confident we can deliver value for our shareholders by enhancing the customer and associate experience and leveraging the power of the brands we represent.”
Appointment of President and Chief Operating Officer
The Company also announced the appointment of Michael (Mike) A. Flaskey as President and Chief Operating Officer, effective immediately.
Mr. Flaskey has more than 25 years of experience in the vacation ownership and hospitality industries. Over the course of his career, he served in senior leadership roles at Starwood Vacation Ownership, developing deep expertise across brand, sales, marketing, operations and resort management, leading the development of experiential strategies for the Sheraton Vacation Club and Westin Vacation Club brands. He also spent more than a decade at Diamond Resorts International, including serving as Chief Executive Officer where he led a transformation of the
company driving significant growth. Most recently, Mr. Flaskey served as Chief Executive Officer and a member of the Board of Directors of maritime hospitality company Hornblower Group.
Mr. Flaskey will set MVW’s commercial strategy and oversee all brand, commercial and operating functions to drive seamless execution. His responsibilities will include all aspects of a proven experience-based model designed to enhance owners’ lifetime value through a differentiated go-to-market approach to engage current and prospective new Owners.
“I have known Mike for a long time and have admired his work both firsthand and from an industry perspective. I am confident that the trust built from my experience working with him at Starwood Vacation Ownership and Diamond Resorts will enable us to hit the ground running,” said Mr. Avril. “His enthusiasm, deep industry expertise, and proven transformational leadership will be instrumental in increasing marketing and sales effectiveness, enhancing processes, and improving margins all while ensuring strong alignment across the organization.”
“I am thrilled to have the opportunity to implement an industry leading strategy alongside the executive leadership team and associates at Marriott Vacations Worldwide that centers on both innovation and execution. When combining these with the best brands in the vacation ownership industry, the sky is truly the limit,” said Mr. Flaskey. “My focus is on unlocking the full potential of our Company. I firmly believe we will return to a position of growth and outstanding performance in the very near future.”
Earnings Call and New Compensation Plan
The Company will report fourth quarter 2025 earnings after market close on February 25, 2026, followed by a conference call on February 26, 2026, at 8:00 a.m. ET to discuss results and provide a broader business update.
MVW also shared details today of the implementation of a new compensation plan for the CEO, and President and COO roles. The Company has filed an 8K with the details concurrently with this release.
Mr. Shaw added, “In conjunction with the hiring of our new CEO and President & COO, the Board has introduced a new plan that directly links rewards for these executives to long-term share price appreciation and EBITDA growth, further supporting accountability and aligning leadership with our shareholders. This plan reinforces pay‑for‑performance, with two‑thirds of long‑term equity awards contingent on delivering $950 million in Adjusted EBITDA and achieving a $145 stock price over a three‑year horizon.”
Matthew Avril Biography
Matthew (Matt) E. Avril served as Interim President and CEO of Marriott Vacations Worldwide since assuming the role in November 2025 after joining the Board of Directors in March 2025. Mr. Avril has over 30 years of executive leadership experience in the hospitality and vacation ownership industry. He has been a self-employed consultant since March 2017 and 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
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hotel brands, consisting of 960 properties in more than approximately 97 countries. He has also held senior leadership roles with Vistana and Starwood Vacation Ownership.
In addition to his operational leadership, Mr. Avril previously served as a director and Chairman of the Board of Directors of Franchise Group, Inc. from 2019 to 2023 and Babcock & Wilcox Enterprises, Inc. from 2018 to 2022. He is a certified public accountant (inactive) and has contributed his financial and governance expertise as a chair and member of various public company boards and committees.
Michael Flaskey Biography
Michael (Mike) A. Flaskey joins Marriott Vacations Worldwide as a seasoned vacation and hospitality executive with more than 25 years of leadership experience. Most recently, he served as Chief Executive Officer and a member of the Board of Directors of Hornblower Group, a leading maritime hospitality company, from August 2024 to December 2025. Prior to that, he spent more than a decade leading Diamond Resorts International, including serving as Chief Executive Officer from 2017 to 2021, where he led a transformation that ultimately culminated in the sale of the company to Hilton Grand Vacations. Under Mike’s leadership of Diamond Resorts, the company experienced a period of unprecedented growth and executed several strategic acquisitions to expand the company’s footprint. Earlier in his career, Mr. Flaskey held senior executive leadership roles with Starwood Vacation Ownership and Fairfield Resorts (now Travel + Leisure), where he developed deep expertise across brand, sales, marketing, operations and resort management.
In addition to his operating experience, Mr. Flaskey currently serves on the board of Invited Clubs. He also previously served on the board of Holiday Inn Club Vacations.
About Marriott Vacations Worldwide Corporation
Marriott Vacations Worldwide Corporation is a leading global vacation company that offers vacation ownership, exchange, rental and resort and property management, along with related businesses, products, and services. The Company has 120 vacation ownership resorts and approximately 700,000 owner families in a diverse portfolio that includes some of the most iconic vacation ownership brands. The Company also operates an exchange network and membership programs comprised of more than 3,200 affiliated resorts in over 90 countries and territories, and provides management services to other resorts and lodging properties. As a leader and innovator in the vacation industry, the Company upholds the highest standards of excellence in serving its customers, investors and associates while maintaining exclusive, long-term relationships with Marriott International, Inc. and an affiliate of Hyatt Hotels Corporation for the development, sales and marketing of vacation ownership products and services. For more information, please visit www.marriottvacationsworldwide.com.
The Company routinely posts important information, including news releases, announcements and other statements about its business and results of operations, that may be deemed material to investors on the Investor Relations section of the Company’s website, www.marriottvacationsworldwide.com. The Company uses its website as a means of disclosing material, nonpublic information and for complying with the Company’s disclosure obligations under Regulation FD. Investors should monitor the Investor Relations section of the Company’s website in addition to following the Company’s press releases, filings with the SEC, public conference calls and webcasts.
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Note on forward-looking statements
This press release contains “forward-looking statements” within the meaning of federal securities laws, including statements about Company performance improvement and long-term shareholder value creation.
Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “plan,” “intend,” “anticipate,” “estimate,” “predict,” “potential,” “continue,” “may,” “might,” “should,” “could” or the negative of these terms or similar expressions. The Company cautions you that these statements are not guarantees of future performance and are subject to numerous and evolving risks and uncertainties that we may not be able to predict or assess, such as: uncertainty in the current global macroeconomic environment created by rapid governmental policy and regulatory changes, including those affecting international trade or travel; a future health crisis and responses to a health crisis, including possible quarantines or other government imposed travel or health-related restrictions and the effects of a health crisis, including the short and longer-term impact on consumer confidence and demand for travel and the pace of recovery following a health crisis; variations in demand for vacation ownership and exchange products and services; failure of vendors and other third parties to timely comply with their contractual obligations; worker absenteeism; price inflation; difficulties associated with implementing new or maintaining existing technologies; the ability to use artificial intelligence (“AI”) technologies successfully and potential business, compliance, or reputational risks associated with the use of AI technologies; changes in privacy and other laws and regulations affecting our business; the impact of a future banking crisis; impacts from natural or man-made disasters; delinquency and default rates; global supply chain disruptions; volatility in the international and national economy and credit markets, including as a result of the ongoing conflicts between Russia and Ukraine, Israel and Hamas, and elsewhere in the world and related sanctions and other measures; our ability to attract and retain our global workforce; competitive conditions; the availability of capital to finance growth; the impact of changes in interest rates; the effects of steps we have taken and may continue to take to reduce operating costs and accelerate growth and profitability; political or social strife; and other matters referred to under the heading “Risk Factors” in our most recent Annual Report on Form 10-K and quarterly report for the quarter ended September 30, 2025, and which may be updated in our future periodic filings with the U.S. Securities and Exchange Commission.
All forward-looking statements in this press release are made as of the date of this press release and the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law. There may be other risks and uncertainties that we cannot predict at this time or that we currently do not expect will have a material adverse effect on our financial position, results of operations or cash flows. Any such risks could cause our results to differ materially from those we express in forward-looking statements.
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FAQ
What leadership changes did Marriott Vacations Worldwide (VAC) announce in this 8-K?
Marriott Vacations Worldwide named Matthew E. Avril as Chief Executive Officer and Michael A. Flaskey as President and Chief Operating Officer. Both appointments are effective February 16, 2026, with Avril moving from interim CEO and Flaskey joining to oversee commercial and operating functions.
How is new CEO Matthew Avril compensated at Marriott Vacations Worldwide (VAC)?
Matthew Avril will receive at least $1,100,000 in base salary plus a large performance-based package. His target annual bonus is 150% of salary, with a 300% maximum, and he receives stock appreciation rights, restricted stock units, and a CEO Transformation Award targeting up to 300,000 restricted stock units.
What are the key compensation terms for President and COO Michael Flaskey at VAC?
Michael Flaskey’s package includes at least $1,000,000 base salary and rising bonus targets. His target bonuses are 125% of salary in 2026 and 150% in 2027, with maximums of 250% and 300%, plus a 30,000-share grant and a Transformation Award targeting up to 300,000 restricted stock units.
How do the CEO and President/COO Transformation Awards at Marriott Vacations Worldwide work?
Each Transformation Award targets 150,000 restricted stock units, with up to 300,000 at maximum payout. Half vests on stock price performance between $115 and $215, and half on “Highest Four-Quarter Adjusted EBITDA” between $875,000,000 and $1,100,000 or greater over January 1, 2026 to December 31, 2028.
What performance goals link Marriott Vacations Worldwide executive pay to shareholder outcomes?
Executive pay is tied to multi-year stock price and Adjusted EBITDA goals. The company highlights targets of a $145 stock price and $950 million in Adjusted EBITDA over three years, with Transformation Awards paying from 0% to 200% of target based on achieving specified stock and EBITDA thresholds.
Do Matthew Avril and Michael Flaskey receive severance and non-compete protections at VAC?
Both executives receive severance protections, non-compete and non-solicitation covenants. If terminated without cause or for good reason, they may receive lump-sum severance equal to two times salary plus target bonus, prorated bonuses, and are subject to post-employment competitive and solicitation restrictions.
When will Marriott Vacations Worldwide (VAC) discuss results and its new leadership on an earnings call?
Marriott Vacations Worldwide will report fourth quarter 2025 earnings after market close on February 25, 2026. Management will host a conference call on February 26, 2026, at 8:00 a.m. ET to review results and provide a broader business update.
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