James A. Dausch
MARRIOTT VACATIONS WORLDWIDEAbout James A. Dausch
James A. “Jim” Dausch (age 49) is an independent director nominee at Marriott Vacations Worldwide (VAC) since 2025. He is currently Global Chief Digital and Technology Officer at Pizza Hut (Yum! Brands) and brings 20+ years of digital, technology, strategy, and customer leadership experience from Marriott International and Under Armour; his nomination was recommended to the Nominating and Corporate Governance Committee by a stockholder . The proxy identifies him as independent and not assigned to any board committee as of nomination .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Under Armour, Inc. | EVP & Chief Strategy and Consumer Experience Officer | May 2024 – Dec 2024 | Led demand and engagement; consumer strategy |
| Under Armour, Inc. | EVP & Chief Customer Officer | Jul 2023 – May 2024 | Led consumer demand and engagement |
| Marriott International, Inc. | Chief Digital & Transformation Officer | Mar 2021 – Jul 2023 | Led direct digital channels and a major transformation initiative |
| Marriott International, Inc. | SVP, Enterprise Products | 2016 – 2021 | Played leading role in Marriott-Starwood merger/integration (2016–2019) |
| Marriott International, Inc. | SVP, Global Operations | 2014 – 2016 | Operations leadership; earlier roles across finance, sales, brand, franchising |
External Roles
| Organization | Role | Start Date | Relevance/Impact |
|---|---|---|---|
| Yum! Brands, Inc. (Pizza Hut) | Global Chief Digital & Technology Officer | Dec 2024 | Digital, technology, cybersecurity and customer engagement expertise relevant to VAC’s technology and cyber oversight |
Board Governance
- Independence: Listed as independent and committee status “None” at nomination; board moving to annual elections by 2026, enhancing accountability .
- Committees/Chair roles: None assigned to Dausch at nomination; committee rosters through the proxy date do not include him .
- Attendance: The Board met six times in 2024; all incumbent directors met the 75% attendance threshold and attended the 2024 annual meeting (Dausch was not yet on the Board in 2024) .
- Executive sessions: Independent directors meet regularly; Chairman presides over executive sessions; committee charters publicly available .
- Skills alignment: Dausch’s digital/technology background aligns with board oversight areas including cybersecurity and data security overseen by the Audit Committee .
Fixed Compensation
Non-employee director compensation structure (latest disclosed – FY2024):
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (non-Chair) | $85,000 | Applies to non-employee directors |
| Annual cash retainer (Chairman) | $130,000 | Chairman of the Board |
| Committee Chair fee (AC, CPC, NCG) | $25,000 | Per committee chair |
| Committee member fee (non-Chair) | $10,000 | Per committee membership |
| Annual equity grant (non-Chair) | $175,000 grant date value | Non-Employee Director Share Awards vest immediately; election alternatives described below |
| Annual equity grant (Chairman) | $250,000 grant date value | Immediate vesting |
Director equity election mechanics:
- If ownership guideline met, a director may elect stock units (with dividend equivalents) and choose distribution timing, or immediate issuance of shares; otherwise awards defer to end of board service; dividend equivalents paid in cash; no voting rights until distribution .
Dausch-specific 2024 pay:
- Not applicable; he is a 2025 nominee with no 2024 director compensation entry .
Performance Compensation
VAC does not use performance-based metrics for non-employee director equity; annual grants vest immediately and are not tied to TSR/EBITDA/ESG metrics.
| Metric Category | Metric | Weight/Target | Measurement Window | Vesting/Trigger |
|---|---|---|---|---|
| Director equity | Non-Employee Director Share Award | N/A | N/A | Immediate vesting; not performance-based |
Clawback:
- Board may recoup director compensation for violations of Business Conduct Guide or willful misconduct/fraud within 3 years of misconduct .
Deferred compensation:
- Non-employee directors may defer cash fees, choose lump sum/installments; 2024 fixed return option 3.5% or market-based alternatives .
Stock ownership guidelines:
- Non-employee directors must own shares equal to 5× the board cash retainer; compliance assessed annually; as of end-2024, all directors met guidelines except one appointed Dec 2023 (has until end-2028) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock with VAC |
|---|---|---|---|
| None disclosed | — | — | Nominees table shows no current other public company boards for Dausch |
Compensation Committee interlocks:
- None of CPC members had interlocking relationships or were officers; independent consultant Exequity advised on director compensation .
Expertise & Qualifications
| Expertise Area | Evidence |
|---|---|
| Technology & Cybersecurity | Digital and technology leadership at Yum! Brands (Pizza Hut) and Marriott International; relevant to board oversight of cybersecurity and AI/data security |
| Strategic Planning & Transformation | Led major transformation initiatives at Marriott; senior roles driving consumer engagement at Under Armour |
| Hospitality/Vacation Ownership | Long Marriott International tenure, including roles tied to merger/integration with Starwood; industry familiarity |
| Sales & Marketing/Consumer Insights | Under Armour customer/demand leadership; Marriott brand/digital experience |
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| James A. Dausch | — | Computed as 0.0% (— / 34,563,443) | Shares outstanding 34,563,443 (Mar 14, 2025) . Dausch listed with “—” (no reported ownership as of date) . Percent shown is computed from disclosed inputs. |
Breakdown and alignment:
- Vested vs unvested: No reported holdings or director stock units for Dausch as of March 14, 2025 .
- Pledging/hedging: Insider trading, pledging, hedging policies referenced; no pledging disclosed for Dausch .
- Ownership guidelines: 5× cash retainer; Dausch’s compliance status not yet applicable due to 2025 nomination; compliance reviewed annually .
Governance Assessment
- Strengths: Independent status; deep digital and technology experience valuable for oversight of cybersecurity and digital transformation; board declassification enhances accountability; robust related-party transaction policy and director clawback framework .
- Engagement: Committee roles not assigned at nomination; board attendance standards met by incumbents in 2024; independent directors hold executive sessions; committee charters available .
- Compensation & Alignment: Director pay structure balanced between cash retainer and immediate-vesting equity; ownership guidelines at 5× cash retainer; deferral options exist; clawback policy in place .
- Potential conflicts: Prior senior roles at Marriott International (a significant VAC brand/licensing partner) warrant routine monitoring under related-party policies; VAC policy expressly pre-approves certain ordinary course transactions with Marriott International, with NCG oversight on related parties .
- RED FLAGS: None disclosed regarding low attendance, related-party transactions involving Dausch, hedging/pledging, or pay anomalies; no other public company board interlocks disclosed for Dausch .
Implications: Dausch’s technology and customer expertise can enhance oversight of cyber/data risks and digital guest/owner engagement. Absence of current committee roles suggests initial onboarding period; ideally, future assignment to committees (e.g., Audit for cyber oversight or NCG for governance/tech risk) could improve board effectiveness signals .