Christian A. Asmar
MARRIOTT VACATIONS WORLDWIDEAbout Christian A. Asmar
Christian A. Asmar (age 42) joined Marriott Vacations Worldwide’s Board on May 27, 2025. He is co-founder and Managing Partner of Impactive Capital, a major VAC shareholder (~9.5% of outstanding shares), and previously served as a Managing Director and Investing Partner at Blue Harbour Group and as a founding team member of Morgan Stanley Infrastructure Partners. He holds a B.S.E. magna cum laude in Operations Research & Financial Engineering from Princeton University with minors in Finance, Engineering & Management Systems, and Robotics & Intelligent Systems .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blue Harbour Group | Managing Director & Investing Partner | Jun 2010–Jan 2018 | Led investments; advised CEOs/boards on capital allocation, ESG, strategic considerations |
| Morgan Stanley Infrastructure Partners | Founding team member; infrastructure investor | Jun 2006–Jun 2010 | Board roles on multi‑billion private infrastructure assets; energy/transport/social sectors |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Impactive Capital LLC | Co‑founder & Managing Partner | Not disclosed | Active investment firm serving pensions/endowments/foundations |
| Avid Technology, Inc. (Nasdaq: AVID) | Director | Nov 2019–Nov 2023 | Public company board experience; technology/media software |
Board Governance
- Committee assignments: Appointed to the Compensation Policy Committee (CPC) upon joining the Board; expected member of a new ad hoc committee advising modernization efforts (revenue growth and cost efficiencies) .
- Board composition and independence: Following his appointment, MVW’s Board consisted of 12 directors, 11 of whom were independent (CEO non‑independent) .
- Attendance and engagement: In 2024, the Board met six times; no incumbent director attended fewer than 75% of Board and committee meetings, and all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet regularly in executive sessions; chaired by William J. Shaw .
Fixed Compensation
| Component | Amount/Term | Notes |
|---|---|---|
| Annual Board retainer (cash) | $85,000 (non‑Chair); $130,000 (Chair) | Directors may elect equity in lieu of cash |
| Committee chair retainer (cash) | $25,000 | Audit, CPC, Nominating & Corporate Governance |
| Committee member retainer (cash) | $10,000 | For members other than Chairs |
| Annual equity grant | $175,000 (non‑Chair); $250,000 (Chair) | Vests immediately; can elect stock units or shares; dividend equivalents per plan |
| Deferred Compensation eligibility | MVW Deferred Compensation Plan | Optional deferral; fixed 3.5% or market‑based returns in 2024 |
Mr. Asmar “will be entitled to applicable cash retainer fees and an annual equity grant” consistent with these arrangements .
Performance Compensation
CPC oversight relevance for Asmar (as CPC member):
- 2024 management bonus metrics and outcomes: | Metric | Target | Actual / Adjustment | Payout Basis | |---|---|---|---| | Adjusted EBITDA ($mm) | $815 | $736.63; CPC favorable adj. +$9.7mm (Hurricane Milton; IT outsourcing unwind legal fees) | 60% weight; payout schedule 0–200% of target | | Total Revenue ($mm, excl. cost reimbursement) | $3,630 | $3,389.0; CPC favorable adj. +$6.8mm (Hurricane Milton) | 20% weight; payout schedule 0–200% of target | | Corporate Responsibility (Associate Engagement, Inclusion & Diversity, Customer Satisfaction) | Targeted indices/surveys | Achieved 142.5% of target | 20% weight |
Result: Aggregate bonus payout at 28.5% of target for NEOs (illustrative governance context) .
- Long-term incentive PSU metrics (CPC oversight): | Year | Adjusted EBITDA ($mm) | Adjusted ROIC (%) | Threshold / Target / Maximum | Notes | |---|---|---|---|---| | 2024 | 652 / 815 / 937 | 9.1 / 11.4 / 13.1 | Payout 0–200% each metric; straight‑line interpolation; average of stand‑alone years | Performance period 2024–2026; 50% weight each metric | | 2025 | 784 / 911 / 1,048 | 10.9 / 12.7 / 14.6 | Same | | | 2026 | 833 / 980 / 1,127 | 11.6 / 13.6 / 15.7 | Same | |
Note: For 2025–2027 PSUs, CPC replaced Adjusted EBITDA with Adjusted EPS (50% weight) alongside Adjusted ROIC (50%) in response to investor feedback .
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlocks/Notes |
|---|---|---|---|
| Marriott Vacations Worldwide (VAC) | Director; CPC member | CPC; ad hoc modernization committee | Support Agreement with Impactive; board size increased to 12 |
| Avid Technology, Inc. | Director (former) | Not disclosed | Tenure Nov 2019–Nov 2023 |
Expertise & Qualifications
- Capital markets, activist investing, and board advisory experience (Blue Harbour; Impactive) .
- Infrastructure investments and board governance for large private assets (MSIP) .
- Technology sector board exposure (Avid Technology) .
- Quantitative/engineering training (Princeton ORFE) .
Equity Ownership
| Item | Detail |
|---|---|
| Impactive stake | Impactive Capital owns ~9.5% of MVW’s outstanding shares |
| Director stock ownership guidelines | Directors must hold shares worth 5× annual cash retainer; all directors met requirements as of YE 2024 except one new appointee who has until 2028 |
| Hedging/pledging policy | Directors prohibited from hedging, short sales, and pledging MVW securities; no margin accounts |
| Asmar beneficial ownership | Not disclosed in filings as of appointment; 8‑K states no Item 404(a) related party transaction for Asmar other than Support Agreement |
Governance Assessment
-
Strengths
- Shareholder alignment: Impactive’s ~9.5% stake and Asmar’s activist skillset can enhance capital allocation discipline and modernization initiatives; ad hoc committee role focused on revenue growth and cost efficiency .
- Robust governance architecture: Independent Chair; regular executive sessions; clear committee charters; CPC independence and use of independent consultant (Exequity) .
- Guardrails on activism: Support Agreement includes standstill, voting commitments, 12% ownership cap, and non‑disparagement; irrevocable resignation triggered if Impactive’s net long position falls below 1,647,992 shares or upon material breach (mitigates entrenchment/contest risk) .
- Strong investor support: Say‑on‑pay approvals high (96.7% in 2025; 97.6% in 2024) indicating confidence in compensation governance .
-
Risks / RED FLAGS
- Potential conflicts: Asmar’s affiliation with a large shareholder could create perceived conflicts in Board deliberations; mitigants include his Nominee Letter attesting no external voting commitments and agreement to comply with MVW’s conduct/trading policies .
- Committee influence: As CPC member, his activist perspectives may pressure pay design; monitor changes to director/NEO pay (e.g., shifts in equity mix, discretion usage), though current policies prohibit repricing and single‑trigger CIC benefits for most awards .
Director Compensation Program (Context for Asmar)
| Component | 2024 Program Terms | Source |
|---|---|---|
| Board cash retainer | $85,000 (non‑Chair); $130,000 (Chair) | |
| Committee chair/member retainers | $25,000 / $10,000 | |
| Equity grant (annual) | $175,000 (non‑Chair); $250,000 (Chair); immediate vesting | |
| Election options | Equity in lieu of cash; stock units vs shares; dividend equivalents on units | |
| Director total example (2024) | Examples: Andrews $294,989; Morgan $294,989; Shaw $379,984 |
Say‑on‑Pay & Shareholder Feedback
| Meeting | For | Against | Abstain | Broker Non‑Vote | Approval % |
|---|---|---|---|---|---|
| 2025 Annual Meeting (May 13, 2025) | 26,628,510 | 783,849 | 115,481 | 4,534,196 | 96.7% (computed from reported votes) |
| 2024 Annual Meeting (May 10, 2024) | 26,768,223 | 641,591 | 107,674 | 4,228,726 | 97.6% (as disclosed) |
Related Party Transactions and Conflicts
- Asmar transactions: None requiring Item 404(a) disclosure other than the Support Agreement appointing him to the Board and CPC .
- Support Agreement key terms:
- Standstill through 30 days before 2026 nomination deadline; extendable through 2027 if renomination confirmed .
- Voting commitments for Board nominees and transaction restrictions (no proxy solicitations, proposals, or M&A actions); ownership cap at 12% .
- Replacement director procedures; irrevocable resignation if Impactive’s net long position < 1,647,992 shares or upon material breach .
- Company policies: Prohibit hedging/pledging; director clawback for misconduct up to three years back .
Compensation Committee Analysis (CPC)
- Composition and independence: CPC composed solely of independent directors; met four times in 2024 .
- Responsibilities: Executive comp oversight; non‑employee director comp review; succession planning; workforce/corporate responsibility oversight .
- Consultant: Exequity serves as independent advisor to CPC; deemed independent by NYSE standards; provides peer group benchmarking .
Governance Quality Signals
- Policy integrity: No option/SAR repricing; no evergreen provisions; no single‑trigger CIC benefits except for unretained/replaced equity awards; stock ownership guidelines enforced .
- Risk oversight: Audit Committee oversees AI/cyber/data security risks; Board receives quarterly corporate responsibility updates .
Notes on Independence, Attendance, and Engagement
- Independence: Board has 11 independent directors post‑appointment; Asmar appointed as a non‑employee director with no undisclosed compensation arrangements; he attested to no external voting agreements and adherence to MVW policies .
- Attendance: 2024 Board attendance strong; Asmar joined in 2025—future attendance to be monitored .
Summary Implications for Investors
- Expect heightened focus on free cash flow per share, modernization, and efficiency given Asmar’s activist background and committee roles; the updated PSU metric (Adjusted EPS) reflects responsiveness to shareholder feedback .
- Governance guardrails in the Support Agreement and Company policies mitigate activism‑related risks while preserving fiduciary independence and Board cohesion .