Dianna F. Morgan
MARRIOTT VACATIONS WORLDWIDEAbout Dianna F. Morgan
Dianna F. Morgan, age 73, is an independent director of Marriott Vacations Worldwide (VAC) since 2013. She chairs the Compensation Policy Committee and serves on the Nominating and Corporate Governance Committee. Morgan retired in 2001 after a 30-year career at Walt Disney World Company, where she was Senior Vice President of Public Affairs and Senior Vice President of Human Resources; she also oversaw the Disney Institute focused on leadership development and organizational culture .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walt Disney World Company (subsidiary of The Walt Disney Company) | Senior Vice President, Human Resources; Senior Vice President, Public Affairs | 30-year career; retired 2001 | Oversaw Disney Institute; expertise in human capital, leadership development, media and government relations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Chesapeake Utilities Corporation | Director (prior) | Not disclosed | Public company board service (prior) |
| Hersha Hospitality Trust | Trustee (prior) | Not disclosed | Public REIT board service (prior) |
| CNL Health Care Properties II, Inc. | Director (prior) | Not disclosed | Public REIT board service (prior) |
| University of Florida | Chair, Board of Trustees (prior) | Not disclosed | Academic governance leadership (prior) |
Board Governance
- Committees (2024–2025): Compensation Policy Committee (Chair); Nominating and Corporate Governance (Member) .
- Independence: The proxy identifies Morgan as independent .
- Attendance: Board met six times in 2024; no incumbent director attended fewer than 75% of combined Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Board declassification: Directors elected for one-year terms in 2024 and 2025; full annual elections begin 2026 .
- Policy safeguards: Directors prohibited from hedging/derivative transactions and pledging or margining company stock; aligns incentives and reduces conflict risk .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-Chair) | $85,000 | Policy level |
| Committee Chair cash retainer (CPC) | $25,000 | Policy level |
| Committee member cash retainer (NCG) | $10,000 | Policy level |
| Total cash fees earned (Morgan) | $120,000 | Reported in director compensation table |
| Annual equity grant (non-Chair) | $174,989 | Grant-date fair value; director share awards vest immediately |
| Total compensation (Morgan) | $294,989 | Sum of cash and equity reported |
- Deferrals: No director elected to defer cash retainer/committee fees under the MVW Deferred Compensation Plan in 2024 .
- Consultant: CPC considered Exequity’s advice; director pay benchmarked to median of executive compensation peer group; no changes to director pay in 2024 .
Performance Compensation
- Directors receive Non-Employee Director Share Awards with immediate vesting; not tied to quantitative performance metrics (e.g., revenue/EBITDA/TSR) .
| Performance Metric | Target | Measurement Period | Applies to Director Equity? |
|---|---|---|---|
| Financial/operational metrics (e.g., revenue, EBITDA, TSR) | Not disclosed | N/A | No; director awards vest immediately (non-performance-based) |
Other Directorships & Interlocks
- Prior public company boards: Chesapeake Utilities Corporation; Hersha Hospitality Trust; CNL Health Care Properties II, Inc. (no current public boards disclosed for Morgan in the proxy) .
- Interlocks/conflicts: No related-party transactions or interlocks disclosed involving Morgan; company-wide prohibition on pledging/hedging mitigates conflict risks .
Expertise & Qualifications
- Human capital, professional development, organizational culture; public company governance; risk management; strategic planning; legal/regulatory/government relations; sales/marketing/consumer insights; real estate/business development; vacation ownership & lodging industry familiarity .
- The proxy explicitly highlights Morgan’s strengths in human capital and customer experience, leadership development, organizational culture, media and government relations, and extensive board experience .
Equity Ownership
| Data Point | Value | As-of Date | Source |
|---|---|---|---|
| Non-Employee Director awards outstanding (shares/units) | 13,406 | Dec 31, 2024 | Director equity awards table |
| Beneficial ownership (post-transaction) | 22,594 shares | Oct 1, 2025 | Form 4; transaction type “A-Award” (32 shares); SEC filing URL |
| Beneficial ownership (post-transaction) | 22,562 shares | Jun 9, 2025 | Form 4; transaction type “A-Award” (32 shares); SEC filing URL |
| Stock ownership guideline | 5× annual Board cash retainer (value-based) | Policy | Director ownership guidelines |
| Compliance status (board-wide) | All directors achieved guidelines except one newly appointed in Dec 2023 (has until end-2028) | FY2024 | Ownership compliance disclosure |
| Hedging/pledging status | Prohibited for directors | Policy | Insider Trading Policy and governance features |
Recent Form 4 Insider Transactions (Morgan)
| Transaction Date | Form Type | Type | Shares Transacted | Price | Post-Transaction Holdings | SEC Link |
|---|---|---|---|---|---|---|
| 2025-10-01 | 4 | A (Award) | 32 | $0.00 | 22,594 | |
| 2025-06-09 | 4 | A (Award) | 32 | $0.00 | 22,562 |
Notes: Awards reflect routine non-employee director share award mechanics; small incremental awards consistent with equity grant policy and immediate vesting; no sales or hedging observed in this period per filings above.
Governance Assessment
- Strengths: Independent director with deep human capital and organizational culture expertise, chairing the Compensation Policy Committee—critical for pay-for-performance alignment. Attendance and engagement standards met Board-wide in 2024; directors attend annual meetings; strong policy framework (clawbacks, anti-hedging/pledging, standardized equity grant timing) supports investor confidence .
- Pay structure: Clear, transparent director pay with modest cash retainer plus fixed-value annual equity immediately vested; cash totals align mechanically with committee roles (retainer + chair/member fees); CPC benchmarks to median of peer group and did not increase director pay in 2024 .
- Ownership alignment: Director ownership guidelines at 5× cash retainer; near-universal compliance as of end-2024 (all but one new appointee), and strict prohibitions on pledging, margining, and hedging further align interests .
- RED FLAGS: None disclosed specific to Morgan—no related-party transactions, hedging/pledging, attendance shortfalls, or unusual pay practices. Equity awards are not performance-based for directors, but policy safeguards and ownership requirements help mitigate misalignment risks .