John E. Geller, Jr.
MARRIOTT VACATIONS WORLDWIDEAbout John E. Geller, Jr.
President and Chief Executive Officer of Marriott Vacations Worldwide (VAC) since January 2023; director since 2023; age 58; previously President (since Oct 2021), President & CFO (Jan–Oct 2021), EVP & Chief Financial and Administrative Officer (2018–2021), and CFO (2009–2018). Earlier roles include Senior Vice President and Chief Audit Executive and Information Security Officer at Marriott International (joined 2005), Marriott International North America Lodging CFO (2008), audit partner at Arthur Andersen (promoted 2000), audit partner at Ernst & Young (2002–2003), and CFO at AutoStar Realty (2004) .
2024 performance: contract sales $1.81B (+2% YoY), net income $218M (diluted EPS $5.61), Adjusted EBITDA $727M; 2024 “pay vs performance” table shows MVW TSR of $77.66 vs S&P Composite 1500 Hotels/Resorts/Cruise index $149.90 on a $100 base (2020–2024), with CEO compensation actually paid at $5.77M in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Marriott Vacations Worldwide | Chief Executive Officer; President | CEO since Jan 2023; President since Oct 2021 | Led pivot in incentive design (2025–2027 LTI shifts to Adjusted EPS), oversaw operations during mixed demand and hurricane-related adjustments . |
| Marriott Vacations Worldwide | President & CFO; EVP & Chief Financial & Administrative Officer; CFO | 2021; 2018–2021; 2009–2018 | Drove finance, capital allocation, integration and transformation initiatives (e.g., ILG, Welk), and long-term incentive architecture . |
| Marriott International | SVP & Chief Audit Executive and Information Security Officer; NA Lodging CFO (West) | Joined 2005; CFO role in 2008 | Enterprise internal audit/information security leadership; divisional CFO experience at scale . |
| Arthur Andersen | Audit Partner (Real Estate & Hospitality) | Promoted 2000 | Financial reporting and audit oversight for sector clients . |
| Ernst & Young | Audit Partner (Real Estate & Hospitality) | 2002–2003 | Partner-level audit leadership in hospitality sector . |
| AutoStar Realty | Chief Financial Officer | 2004 | CFO experience in real estate operations . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public-company board roles disclosed in the proxy for Mr. Geller . |
Fixed Compensation
| Year | Base salary (rate) | Target bonus (% of salary) | Actual annual bonus paid |
|---|---|---|---|
| 2024 | $950,000 [base rate; reported salary earned $990,266 includes PTO cashout] | 150% | $406,125 [28.5% of target] |
| 2023 | $950,000 | 150% | $377,625 |
Notes: 2024 bonus plan funded at 28.5% overall due to financial metrics below threshold and strong corporate responsibility outcomes (142.5% of target on the 20% CSR component) .
Performance Compensation
- Annual bonus design (2024):
- Metrics and weights: Adjusted EBITDA 60%, Total Revenue 20%, Corporate Responsibility 20% .
- Financial targets: Adjusted EBITDA target $815M (threshold $758M; max $872M); Total Revenue target $3,630M (threshold $3,485M; max $3,775M) .
- Actuals for payout: Adjusted EBITDA (after CPC adjustment) $736.63M; Total Revenue $3,389.0M; Corporate Responsibility 142.5% of target. Result: Overall payout 28.5% of target (effectively CSR-only payout) .
| 2024 Annual Bonus Metric | Weight | Target | Actual (for payout) | Payout factor |
|---|---|---|---|---|
| Adjusted EBITDA | 60% | $815M | $736.63M | 0% (below threshold) |
| Total Revenue (excl. cost reimbursements) | 20% | $3,630M | $3,389.0M | 0% (below threshold) |
| Corporate Responsibility (engagement, I&D, customer satisfaction) | 20% | Company-set indices | 142.5% | 142.5% |
| Total | 100% | — | — | 28.5% of target |
- Long-term incentives (granted 2/29/2024): 50% Performance Units (PSUs), 20% SARs, 30% RSUs by grant-date value. For Mr. Geller: 35,244 target PSUs ($2,999,969), 34,704 SARs at $93.73 ($1,199,995), 20,797 RSUs ($1,800,043). RSUs and SARs vest in four equal annual installments beginning on the first February 15 following grant; PSUs cliff-vest post performance period (3 years) .
| 2024 LTI Element | Grant date | Quantity / Terms | Grant-date fair value |
|---|---|---|---|
| PSUs (2024–2026) | 2/29/2024 | 35,244 target shares; 0–200% payout vs goals; 3-year performance | $2,999,969 |
| SARs | 2/29/2024 | 34,704 @ $93.73 exercise price; 4-year ratable vest | $1,199,995 |
| RSUs | 2/29/2024 | 20,797; 4-year ratable vest | $1,800,043 |
- PSU performance goals:
- 2024–2026 PSUs: 50% Adjusted EBITDA and 50% Adjusted ROIC, each assessed annually and averaged; payout 0–200% .
- 2025–2027 PSUs: metric change from Adjusted EBITDA to Adjusted EPS (still 50% with Adjusted ROIC) to better align with investor expectations .
| Year | Adjusted EBITDA target | Adjusted ROIC target | Payout curve (for each metric) |
|---|---|---|---|
| 2024 | $815M | 11.4% | Threshold/Below Target/Target/Max defined; 0–200% with straight-line interpolation; average of yearly results . |
| 2025 | $911M | 12.7% | As above . |
| 2026 | $980M | 13.6% | As above . |
- 2022 PSUs (performance period 2022–2024): Achieved 19.74% of target (Cumulative Adjusted EBITDA $2,472M at 39.48% payout; Adjusted ROIC 11.3% below threshold), resulting in 1,298 shares vested for Mr. Geller; he had no SAR exercises in 2024 .
Equity Ownership & Alignment
- Beneficial ownership (as of 3/14/2025): 109,366 shares (includes 102,069 in revocable trusts and 2,150 in retirement accounts); <1% of outstanding shares; right to acquire an additional 1,485 shares within 60 days via in-the-money SARs included in beneficial calculation .
- Stock ownership guidelines: CEO required to hold 5x base salary; options/SARs/PSUs do not count; four executive officers met guidelines as of YE 2024 (individual compliance not disclosed) .
- Hedging/pledging policy: Pledging in margin accounts and hedging/derivative transactions by associates/officers/directors are prohibited .
| Equity position (12/31/2024) | Quantity | Market value basis / terms |
|---|---|---|
| Unvested RSUs | 1,478 ($132,724), 1,305 ($117,189), 6,159 ($553,078), 20,797 ($1,867,571) | Market value at $89.80; first vest generally ~Feb 15 annually after grant . |
| Target PSUs (2024 grant) | 35,244 | Market value at target $3,164,911 at $89.80; payout 0–200% . |
| SARs exercisable (ITM) | 9,076 @ $77.42; 20,471 @ $61.71 | Approx. intrinsic value ≈ $112,361 + $575,030 = ~$687,391 at $89.80 share price . |
| SARs OTM or unexercisable | Multiple tranches incl. $97.53–$173.88 (various) and 34,704 @ $93.73 (2024 grant, unvested) | OTM at $89.80; ratable vest over four years . |
| 2024 vesting/realizations | 13,158 shares vested (PSUs/RSUs); $1,203,605 value realized; 0 SARs exercised in 2024 | Vesting and exercise activity in 2024 . |
Ownership and market value figures use the proxy-stated 12/31/2024 closing price of $89.80 .
Large shareholders (context for alignment/activism risk): Impactive Capital LP 8.7%; BlackRock 9.1%; Vanguard 9.0%; among others as of 3/14/2025 .
Employment Terms
| Topic | Key terms |
|---|---|
| Employment agreement | Company practice is no individual employment agreements for executive officers (no fixed term); no tax gross-ups; limited perquisites . |
| Change-in-control plan | Double-trigger severance; if awards are not assumed, single-trigger vesting applies. CEO severance equals 3x (base salary + target bonus), plus 36 months of subsidized benefits; equity vests per plan (time-based fully vest; performance-based vest at target); options/SARs exercisable up to original term or 12 months (5 years for certain approved retirees) . |
| CIC economics (as of 12/31/2024) | CEO total illustrative package upon qualifying termination following CIC: $15,757,904 (cash severance $7,125,000; pro-rata/target bonus $1,425,000; benefits $64,367; equity $7,076,419; deferred comp $67,118) . |
| Retirement/disability/death | Approved retiree continues to vest pro rata; disability/death: time-based equity vests; PSUs vest at target pro rata; pro-rata target bonus for retirement, disability, or death . |
| Clawbacks | NYSE-compliant clawback (restatements) plus “Other Conduct” clawback (violations/misconduct) covering executives and directors; 3-year lookback . |
| Non-compete/solicit | Equity plans include forfeiture for competition or injurious acts during vesting; non-solicit of employees through one year post-termination; off-cycle vesting rules for approved retirees . |
| Hedging/pledging | Prohibited for associates/officers/directors . |
Board Governance (Director Service, Committees, independence)
| Item | Detail |
|---|---|
| Board service | Director since 2023; not independent (as CEO); no committee service; Chairman is independent (William J. Shaw); roles of Chair and CEO are separated . |
| Board/committee attendance (2024) | Board met 6 times; all incumbent directors met ≥75% attendance and attended 2024 Annual Meeting . |
| Committees (2024 composition) | Audit (C.E. Andrews, Chair), Compensation Policy (Dianna F. Morgan, Chair), Nominating & Corporate Governance (Stephen R. Quazzo, Chair) – all independent . |
| Director compensation | Non-employee director retainers: $85,000 cash + $175,000 equity (Chair higher); employee-directors (e.g., CEO) do not receive director fees . |
Compensation Structure Analysis and Pay-Performance Signals
- Mix and at-risk emphasis: 2024 target pay mix was ~67% performance-based for CEO; ~72% equity-linked, aligning with shareholder outcomes .
- 2024 bonus outcome: Financial metrics below threshold; only CSR component paid (142.5% of target), resulting in 28.5% of target bonus ($406,125), evidencing downside risk in annual cash comp when results lag targets .
- LTI rigor and evolution: 2024–2026 PSUs use Adjusted EBITDA and Adjusted ROIC with 0–200% payout; from 2025–2027, metric shifts to Adjusted EPS + Adjusted ROIC to tighten line-of-sight to per-share economics (positive alignment) .
- Governance features: No option/SAR repricing without shareholder approval; no CIC gross-ups; robust clawbacks; hedging/pledging banned; stock ownership guidelines (CEO 5x salary) .
- Say-on-pay: 97.6% support in 2024—strong investor endorsement despite TSR underperformance vs sector index over 2020–2024 .
Director Compensation (for completeness; CEO as director)
| Component (Non-Employee Director) | 2024 Amount |
|---|---|
| Annual cash retainer | $85,000; Chairman $130,000 |
| Committee chair retainer | $25,000 [Audit/CPC/NCG] |
| Committee member retainer (non-chair) | $10,000 |
| Annual equity grant | $175,000; Chairman $250,000; vests immediately |
Note: As an employee-director, Mr. Geller does not receive director retainers or equity under the non-employee director program .
Equity Ownership & Pledging/Hedging Compliance
- Beneficial ownership: 109,366 shares; <1% of outstanding; includes trust and retirement holdings .
- Pledging/hedging: Prohibited for associates/officers/directors (mitigates red-flag risk) .
- Ownership guidelines: CEO 5x salary; options/SARs/PSUs excluded; status not individually disclosed .
Compensation Peer Group and Process
- 2024 peer group includes Hilton Grand Vacations, Travel + Leisure, Vail Resorts, Wyndham Hotels & Resorts, Caesars Entertainment, Royal Caribbean, Host Hotels & Resorts, Toll Brothers, among others; Exequity LLP advises CPC; target total direct compensation generally around market median .
- Risk review found programs not reasonably likely to have a material adverse effect; CPC entirely independent .
Related Party Transactions and Red Flags
- No related party transactions disclosed for Mr. Geller; policy requires NCG Committee review and prohibits conflicts; separate disclosed related-party employment concerns relate to another executive’s family member (not Mr. Geller) .
- No tax gross-ups on parachute payments; no option/SAR repricing without shareholder approval .
- Insider trading policy strictly enforced; no margin/pledge or derivative hedges permitted .
Investment Implications
- Pay-for-performance discipline: 2024 annual bonus outcome (28.5% of target) underscores downside alignment when Adjusted EBITDA/Revenue underperform—supportive of cost/returns discipline heading into 2025 .
- Forward LTI metric shift: Moving PSUs to Adjusted EPS + ROIC from 2025 should increase per-share focus—a constructive change for long-term TSR leverage if execution improves .
- Supply/overhang: CEO’s 2024 vesting (13,158 shares) with no SAR exercises and most legacy SARs OTM at $89.80 suggests limited near-term selling pressure; two older SAR tranches are ITM with combined intrinsic value ~ $0.69M, a modest overhang vs float .
- Retention/CIC risk: CEO CIC package illustrative value ~$15.8M (3x multiple; equity acceleration at target) is standard for scale peers, limiting retention risk but creating event-driven dilution/cash needs if triggered .
- Governance quality: Independent chair, strong clawbacks, no gross-ups, and anti-hedging/pledging policies are positives for stewardship and investor alignment .
- Ownership/activism context: Significant holders include Impactive Capital (8.7%), BlackRock (9.1%), Vanguard (9.0%), increasing the probability of engaged oversight and potential capital allocation catalysts .