Marriott Vacations Worldwide Corporation entered into a new employment agreement with Executive Vice President and Chief Financial Officer Jason Marino, effective July 30, 2026. Under the agreement, Mr. Marino receives an annual base salary of at least $650,000 and is eligible for an annual cash bonus, with a 2026 target of 110% of base salary and a maximum of 220%. He will continue to receive long-term equity incentives under the 2020 Equity Incentive Plan and a performance-based CFO Transformation Award with a target of 37,500 and up to 75,000 restricted stock units.
If employment is terminated by the company without Cause, Disability or death outside a change in control, Mr. Marino is entitled to accrued amounts, a lump-sum cash severance equal to two times base salary plus target bonus, a prorated bonus for the year of termination, any unpaid prior-year bonus, and a payment equal to 24 months of COBRA premiums, subject to a release and restrictive covenants. In a qualifying termination in connection with a change in control or a termination for Good Reason, he receives similar cash severance and bonus benefits plus a payment equal to 24 times the aggregate monthly premiums for company-provided medical, dental and life coverage based on the higher of pre-change-in-control or termination-date costs.
The CFO Transformation Award vests 50% based on stock performance and 50% on Adjusted EBITDA during the January 1, 2026 to December 31, 2028 performance period. For the stock-price portion, payouts range from 0% below a $115 Highest Average Stock Price to 200% at $215 or more, with linear interpolation between levels, and potential additional vesting through June 30, 2029. For the Adjusted EBITDA portion, payouts range from 0% below $875,000,000 to 200% at $1,100,000,000 or more, also with linear interpolation. Mr. Marino remains an at-will employee, is subject to a two-year non-compete, and faces one-year restrictions on soliciting certain customers and employees.
Marriott Vacations Worldwide Corporation is conducting an internal reorganization under which, effective July 31, 2026, the position of Executive Vice President and Chief Brand and Digital Officer will be eliminated and Lori Gustafson will separate from the company.
Lori Gustafson has entered into a Separation Agreement that provides a cash severance payment of $1,425,000, representing one and one-half times her 2026 base salary plus 2026 target bonus, with eligibility for an additional payment based on Marriott Vacations Worldwide’s actual performance in 2026. Her outstanding restricted stock units, performance shares and stock appreciation rights will be treated generally consistent with their existing terms. All benefits are contingent on her providing a general release of claims and complying with specified restrictive covenants.
Dimensional Fund Advisors LP, a Delaware limited partnership and registered investment adviser, reports beneficial ownership of 1,546,705 shares of Marriott Vacations Worldwide Corp common stock as of June 30, 2026. This position represents 4.5% of the company’s outstanding common stock.
Dimensional reports sole voting power over 1,517,573 shares and sole dispositive power over 1,546,705 shares, with no shared voting or dispositive authority. All reported securities are owned by underlying funds for which Dimensional or its subsidiaries provide advisory or management services, and Dimensional disclaims beneficial ownership of these securities except for Section 13(d) reporting purposes.
Gray Jonice M reported acquisition or exercise transactions in this Form 4 filing.
Marriott Vacations Worldwide director Jonice M. Gray received a grant of 315 shares of common stock. The award was issued at a price of $0.00 per share under the company’s 2020 Equity Incentive Plan through the deferral of board fees. Following this compensation-related grant, Gray directly holds 17,802 Marriott Vacations Worldwide common shares.
SHAW WILLIAM JOSEPH reported acquisition or exercise transactions in this Form 4 filing.
Marriott Vacations Worldwide director William Joseph Shaw received 24 shares of common stock as a grant tied to his Non-Employee Director Share Awards, with no cash purchase price. After this award, he directly holds 207,590 shares of the company’s common stock.
Marriott Vacations Worldwide director Stephen R. Quazzo received 24 shares of common stock as a grant/award acquisition. The award reflects dividends taken in the form of additional Non-Employee Director Share Awards, which vest immediately and are payable in common stock. Following this award, he directly holds 27,094 shares.
MARRIOTT VACATIONS WORLDWIDE Corp director Dianna Morgan received an additional stock award. She acquired 24 shares of common stock on account of dividends tied to prior Non-Employee Director Share Awards, with no cash price per share. These additional awards vested immediately upon issuance.
Following this grant, Morgan directly holds 26,099 shares of common stock. The transaction reflects a compensation-related share award rather than an open-market purchase or sale.
Marriott Vacations Worldwide director Jonice M. Gray reported an automatic share award tied to dividends. On this Form 4, Gray acquired 118 shares of common stock at no cash cost, increasing her directly held position to 17,487 shares.
The filing explains that, as a non-employee director, Gray elected to receive any dividends on prior director share awards in the form of additional non-employee director share awards. These additional awards vest immediately upon issuance and are payable in common stock according to her prior deferral election.
Marriott Vacations Worldwide director Lizanne Galbreath received an equity grant of 88 shares of common stock. The shares were awarded at no cash cost to her and arose from her election to take dividends on prior Non-Employee Director Share Awards in the form of additional share awards.
These new awards vested immediately upon issuance and are payable in common stock as specified in her prior deferral election. Following this routine compensation-related acquisition, she directly holds a total of 28,966 Marriott Vacations Worldwide common shares.
Marriott Vacations Worldwide reported that Chief Executive Officer Matthew E. Avril received an award of 27 shares of common stock. The Form 4 classifies this as a grant or other acquisition at a price of $0.00 per share, reflecting equity compensation rather than an open-market purchase.
According to the footnote, Avril elected to receive dividends on his Non-Employee Director Share Awards in the form of additional share awards, which vest immediately upon issuance and are payable in common stock. Following this grant, he directly holds 86,243 shares of Marriott Vacations common stock.