Lizanne Galbreath
MARRIOTT VACATIONS WORLDWIDEAbout Lizanne Galbreath
Independent director of Marriott Vacations Worldwide (VAC), age 67, serving since 2018. Managing Partner of Galbreath & Company (real estate investment) since 1999; previously Managing Director at LaSalle Partners/Jones Lang LaSalle (1997–1999) and Chairman/CEO of The Galbreath Company (1984–1997). Serves on VAC’s Compensation Policy Committee (CPC) and Nominating & Corporate Governance Committee (NCG), and is classified as independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Galbreath & Company | Managing Partner | 1999–present | Senior leadership in real estate investment |
| LaSalle Partners/Jones Lang LaSalle | Managing Director, Director | 1997–1999 | Real estate services and investment management |
| The Galbreath Company | Managing Director; Chairman & CEO | 1984–1997 | Led predecessor of Galbreath & Company; strategy and development |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| BGO Industrial Real Estate Income Trust, Inc. | Director | 2023–present | Public REIT board service |
| Paramount Group, Inc. | Director | 2014–2020 | Public REIT board service |
| Starwood Hotels & Resorts Worldwide, Inc. | Director | 2005–2016 | Hospitality oversight; also served by VAC director Quazzo (interlock) |
| ILG, Inc. | Director | 2016–2018 | Vacation ownership; also served by VAC director Quazzo (interlock) |
Board Governance
- Committees: Member, Compensation Policy Committee and Nominating & Corporate Governance Committee; CPC chaired by Dianna F. Morgan, NCG chaired by Stephen R. Quazzo .
- Independence: Board determined she is independent under SEC/NYSE and Company guidelines; all standing committees composed exclusively of independent directors .
- Attendance: Board met 6 times in 2024; no incumbent director attended fewer than 75% of Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors meet regularly in executive session; at least annually per Corporate Governance Principles .
- CPC interlocks: None of the CPC members (including Galbreath) had interlocking relationships or related-party transactions requiring disclosure .
Fixed Compensation (Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Non-employee director retainer (excl. Chair) |
| Committee membership fees | $20,000 | $10,000 per committee (CPC, NCG) |
| Total fees earned (2024) | $105,000 | Reported for Galbreath |
- Director fee structure unchanged in 2024 after market review by Exequity; CPC targets median peer practices .
- Eligible for the MVW Deferred Compensation Plan (no deferral elected in 2024) .
Performance Compensation (Director)
| Equity Element | Grant Date Value (USD) | Vesting | Election Features | Dividend Treatment |
|---|---|---|---|---|
| Non-Employee Director Share Awards | $174,989 | Vests immediately | May elect stock units or immediate shares if ownership guideline met; default to deferred shares until end of Board service if no election | |
| Options/SARs | N/A | N/A | Not part of director comp | N/A |
- Stock ownership guidelines: Directors must hold shares equal to 5× their Board cash retainer; as of end-2024, all directors met requirements except one appointed in December 2023 (who has until 2028) .
- Clawbacks: Board may recoup director compensation for misconduct/fraud within 3 years post-adoption .
Other Directorships & Interlocks
| Overlap | Counterparty | Nature |
|---|---|---|
| Prior interlock | Starwood Hotels & Resorts | Galbreath and VAC director Quazzo both served as directors (network ties) |
| Prior interlock | ILG, Inc. | Galbreath and Quazzo both served as directors (network ties) |
Expertise & Qualifications
- Corporate leadership, governance, strategic planning, real estate investment/development, vacation ownership/lodging industry; diversity and human capital experience noted in skills matrix .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Breakdown/Notes |
|---|---|---|---|
| Lizanne Galbreath | 16,951 | <1% | Includes 10,396 shares subject to Non-Employee Director Share Awards exercisable within 60 days |
| Outstanding equity awards (as of 12/31/2024) | — | — | 7,487 vested Non-Employee Director shares; 2,825 stock units outstanding |
- Pledging/hedging: Directors are prohibited from pledging VAC securities, short sales, and derivative hedging transactions under the Insider Trading Policy .
Governance Assessment
- Positive signals: Independent director with deep real estate and hospitality experience; active service on CPC and NCG; strong attendance; equity-based compensation with immediate vesting and robust ownership guidelines; prohibitions on pledging/hedging; CPC uses independent consultant Exequity; no CPC interlocks or related-party transactions disclosed for Galbreath .
- Watchpoints: Historical interlocks via prior boards (Starwood, ILG) with a current VAC director suggest network ties; monitor for any future related-party transactions or real estate dealings involving Galbreath & Company—none disclosed in 2025 proxy .
- Broader context: Say-on-pay support was 97.6% in 2024, indicating investor confidence in compensation oversight (relevant to CPC effectiveness) .