C.E. Andrews
MARRIOTT VACATIONS WORLDWIDEAbout C.E. Andrews
C.E. Andrews (age 73) has served as an independent director of Marriott Vacations Worldwide (VAC) since 2013 and currently chairs the Audit Committee and serves on the Nominating & Corporate Governance Committee; he is designated an “audit committee financial expert” under SEC rules given his extensive accounting and CFO background . His career includes ~30 years at Arthur Andersen, CFO of Sallie Mae (SLM Corporation), President of RSM McGladrey Business Services, and CEO/Board advisor at MorganFranklin Consulting; he also serves on boards of NVR, Inc., Washington Mutual Investors Fund, and Trustar Bank, with prior service at WashingtonFirst Bankshares .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MorganFranklin Consulting | Chief Executive Officer | May 2013–Mar 2017 | Led consulting/tech solutions firm; later Board member/advisor Apr 2017–Jun 2019 |
| RSM McGladrey Business Services, Inc. | President | Jun 2009–Feb 2012 | Oversaw audit/accounting services provider |
| SLM Corporation (Sallie Mae) | CFO; EVP Accounting & Risk | CFO 2006–2007; EVP 2003–2006 | Senior finance and risk leadership at student loan originator/servicer |
| Arthur Andersen LLP | Senior roles in public accounting | ~30 years (prior to 2003) | Built deep accounting and audit expertise |
External Roles
| Organization | Role | Public Company | Tenure |
|---|---|---|---|
| NVR, Inc. | Director | Yes | Current |
| Washington Mutual Investors Fund | Director | Yes (publicly traded mutual fund) | Current |
| Trustar Bank | Director | No (state chartered bank) | Current |
| WashingtonFirst Bankshares, Inc. | Director | Yes | 2012–2018 (acquired) |
Board Governance
- Independence: Andrews is affirmatively “Independent” under NYSE and VAC Corporate Governance standards .
- Committee assignments: Audit (Chair); Nominating & Corporate Governance (member). The Audit Committee met seven times in 2024; Board met six times, and all directors met the ≥75% attendance threshold and attended the 2024 annual meeting .
- Audit committee qualifications and guardrails: All Audit members are independent and financially literate; Andrews (and two others) qualify as “audit committee financial experts.” VAC limits Audit members to serving on ≤3 public company audit committees (including VAC), mitigating overboarding risk .
- Executive sessions: Non-management directors hold at least two executive sessions annually; independent directors meet in executive session at least annually .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual Board retainer (non-Chair) | 85,000 | Board cash retainer for non-employee directors |
| Audit Committee Chair retainer | 25,000 | Annual cash for committee chairs |
| Nominating & Corporate Governance Committee member retainer | 10,000 | Annual cash for committee members (non-chair) |
| Cash fees total (reported) | 120,000 | VAC Director Compensation Table for 2024 |
| Equity grant (grant-date fair value) | 174,989 | Standard non-Chair annual grant ($175,000 nominal), vests immediately |
| Total (cash + equity, reported) | 294,989 | 2024 director compensation total |
- Program design: Director cash/equity levels benchmarked to peer medians; no changes recommended for 2024 after Exequity review .
Performance Compensation
| Equity Element | Grant Value ($) | Vesting | Form/Election | Dividends | Clawback |
|---|---|---|---|---|---|
| Non-Employee Director Share Awards | 175,000 | Immediate upon grant | Eligible to elect stock units or shares after satisfying ownership guideline; if no election, payable upon completion of Board service | Dividend equivalents paid in cash; units per plan terms | VAC maintains director clawback for misconduct violating Business Conduct Guide (3-year lookback) |
- Equity grant timing discipline: Annual grants typically occur 2 days after 10-K filing to avoid material non-public information windows .
- Hedging/pledging prohibited: Directors may not hedge VAC securities nor hold them in margin or pledge as collateral, reinforcing alignment .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Compensation Committee Interlocks | None disclosed among CPC members; Board committees comprised solely of independent directors |
| Potential interlocks via external boards | Andrews’ external roles (NVR, Washington Mutual Investors Fund, Trustar Bank) disclosed; no related-party transactions reported with Andrews |
Expertise & Qualifications
- Core credentials: Corporate leadership; financial & capital markets; accounting & financial reporting; risk management; strategic planning; compliance; governance; global expertise; technology & cybersecurity; lodging industry exposure .
- Audit committee financial expert: Meets SEC definition; strengthens oversight of financial reporting and internal controls .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 28,144 | As of March 14, 2025; “<1%” of outstanding |
| Ownership % of shares outstanding | <1% | Based on 34,563,443 shares outstanding |
| Shares subject to Non-Employee Director Share Awards (exercisable within 60 days) | 19,580 | Counted in beneficial ownership within 60 days |
| Outstanding director equity awards (as of 12/31/2024) | 19,487 | Shares/units reported as vested awards |
| Pledged/hedged shares | Prohibited | Company policy prohibits pledging/derivatives by directors |
| Ownership guidelines | Required: 5× cash retainer | All directors achieved required levels except one new appointee (not Andrews) |
Governance Assessment
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Strengths:
- Audit Committee Chair with SEC “financial expert” designation and deep CFO/public accounting background—positive for investor confidence in controls and reporting .
- Strong attendance, independent Board/committees, structured executive sessions, and clear limits on audit committee overboarding .
- Director pay balanced between cash and immediately vesting equity; ownership guidelines (5× retainer) achieved; hedging/pledging prohibited—skin-in-the-game and alignment reinforced .
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Potential risks/RED FLAGS to monitor:
- Multiple external directorships (NVR, mutual fund, bank) could raise time-allocation questions; VAC’s policy guardrails on audit committee service mitigate some overboarding risk .
- No disclosed related-party transactions involving Andrews; VAC’s NCG pre-approval and prohibition framework lowers conflict risk .
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Compensation signals:
- 2024 cash fees map precisely to policy (retainer + chair + member), suggesting disciplined application; equity grant at market median via consultant review; no meeting fees—reduces per-meeting gaming risk .
Overall, Andrews’ profile and committee leadership strengthen board effectiveness and audit oversight, with robust policies reducing conflict and alignment concerns .