Jonice M. Gray
MARRIOTT VACATIONS WORLDWIDEAbout Jonice M. Gray
Independent director since 2021; age 50. Partner at Paul Hastings, LLP and Chair of the Financial Services Group, specializing in banks, non-bank financial institutions, consumer protection, corporate compliance, and crisis management; education includes BA (University of Virginia, Phi Beta Kappa) and JD (Yale Law School) . VAC has determined she is independent under SEC/NYSE and Company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Paul Hastings, LLP | Partner; Chair, Financial Services Group | Current | Advises boards and senior leaders on high-stakes regulatory, litigation, and crisis matters; consumer protection and compliance focus . |
| International law firm (prior) | Founding Partner; Governing Board Member | Prior to Paul Hastings | Built and governed an international practice; leadership credentials cited in proxy . |
| American Bar Association (Banking Law Committee) | Past Chair | 3-year term | Led a ~2,000-member committee; industry leadership and subject-matter expertise . |
External Roles
| Organization | Role | Scope |
|---|---|---|
| Legal Aid Society of the District of Columbia | Board of Directors | Non-profit governance . |
| Ron Brown Scholars Program | Advisory Board | Education/non-profit advising . |
| ABA Business Law Section | Leadership Council | Policy and governance leadership . |
| Federal Bar Association Banking Law Section | Executive Council | Banking law governance . |
Board Governance
- Committees: Audit; Nominating & Corporate Governance (not a chair) .
- Attendance: Board met 6 times in 2024; no incumbent director attended fewer than 75% of combined Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Independence: Board determined all current directors other than the CEO are independent; VAC reports 10 of 11 independent directors at the Annual Meeting .
- Executive sessions: At least two regularly scheduled executive sessions per year for non-management directors; independent directors meet in executive session at least annually; the Chairman presides .
- Committee oversight she contributes to:
- Audit: financial reporting, internal controls, legal/regulatory compliance, cybersecurity, data security, and AI oversight .
- Nominating & Corporate Governance: director nominations, governance principles, conflicts/related-party policies, and sustainability oversight .
Fixed Compensation
- VAC non-employee director structure (2024): Annual cash retainer $85,000; committee chair fees $25,000; committee member fees $10,000; Chairman retainer $130,000 .
- Jonice M. Gray 2024 cash fees: $105,000 (retainer plus committee memberships) .
- Notes: CPC reviewed market data (via Exequity) and made no changes to director compensation in 2024; compensation targets follow peer median practice .
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual Cash Retainer | $85,000 | Standard for non-employee directors. |
| Committee Member Fees | $10,000 per committee | Gray serves on two committees. |
| Total Cash Paid to Gray | $105,000 | Sum of retainer + member fees. |
Performance Compensation
- Annual equity grant (Non-Employee Director Share Awards): $175,000 grant-date value (Chairman $250,000); awards vest immediately upon grant; directors meeting ownership guidelines can elect stock units or immediate shares; dividend equivalents paid in cash when the Company pays dividends .
- Jonice M. Gray 2024 stock awards: $174,989; Gray elected equity in lieu of cash retainer and committee fees in 2024 (alignment signal) .
| Equity Element (2024) | Grant-Date Value | Vesting | Election/Settlement |
|---|---|---|---|
| Non-Employee Director Share Awards (Gray) | $174,989 | Immediate vesting | Election to receive equity in lieu of cash retainer/fees . |
Other Directorships & Interlocks
- Current other public company boards: None listed for Gray in VAC’s nominees table .
- Compensation Committee interlocks: VAC discloses none among CPC members (independent composition) .
Expertise & Qualifications
- Financial markets, regulatory affairs, consumer protection, compliance, risk/crisis management, and technology; extensive speaking/writing in financial services; industry leadership (ABA committees) .
- Legal training and governance experience strengthen oversight of compliance, cybersecurity/AI through Audit Committee service .
Equity Ownership
- Beneficial ownership: 7,569 shares; less than 1% of class (based on 34,563,443 shares outstanding) .
- Award holdings detail (12/31/2024): Non-Employee Director vested shares 4,506; vested stock units 3,002 .
- Ownership guidelines: Directors must hold shares valued at 5x the Board cash retainer; as of end-2024, all directors achieved required levels except one appointed in Dec 2023 (has until 2028) .
- Hedging/pledging: Prohibited for directors under Insider Trading Policy (no margin accounts, pledging, derivatives, short sales, or hedging structures) .
- Clawback: Board may recoup director compensation for conduct violating the Business Conduct Guide or willful misconduct/fraud (up to three years) .
| Item | Value | Notes |
|---|---|---|
| Shares Beneficially Owned | 7,569; <1% | Includes awards exercisable within 60 days. |
| Non-Employee Director Vested Shares | 4,506 | As of 12/31/2024. |
| Vested Stock Units | 3,002 | As of 12/31/2024. |
| Ownership Guideline | 5x cash retainer | Directors broadly in compliance (Gray not identified as exception) . |
| Hedging/Pledging | Prohibited | Alignment safeguard. |
| Director Clawback | In place | Misconduct recoupment. |
Governance Assessment
- Strengths: Independent director with deep financial regulatory and compliance expertise; active oversight on Audit and Nominating/Governance in areas of cybersecurity, AI, and conflicts policy . Strong attendance and engagement (≥75% threshold; Annual Meeting attendance) . Equity alignment signals: elected equity in lieu of cash fees; immediate vesting grants and ownership guideline compliance support investor alignment . VAC’s shareholder say-on-pay support was high in 2024 (97.6%), indicating constructive investor relations and compensation governance .
- Conflicts/Red Flags: VAC discloses no related-party transactions or conflicts involving Gray; related-party policy is robust and governed by Nominating & Corporate Governance Committee . Pledging/hedging prohibited, reducing alignment risk . No CPC interlocks .
- Implications: Gray’s legal/regulatory skillset is additive to risk oversight, particularly for evolving areas (AI, cybersecurity). Her equity-in-lieu choice and guideline compliance enhance perceived alignment; absence of conflicts supports investor confidence .
Overall, Jonice M. Gray’s profile reflects strong independence, risk/compliance oversight depth, and clear alignment mechanisms (equity elections, ownership guidelines). No company-disclosed conflicts, pledging, or attendance issues; governance processes (executive sessions, committee independence) appear robust .