Mary E. Galligan
MARRIOTT VACATIONS WORLDWIDEAbout Mary E. Galligan
Independent director at Marriott Vacations Worldwide (VAC) since 2024; age 62. Former Managing Director in Deloitte’s Cyber & Strategic Risk practice (2013–2023) and former FBI executive who led the New York office’s 500-person Cyber and Special Operations division. Core credentials: cybersecurity, crisis management, risk oversight, and legal/regulatory exposure; currently serves on the Intermediate Holding Company Board of Barclays US LLC (non-public). She is independent under NYSE rules and serves on VAC’s Compensation Policy Committee (CPC).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte LLP | Managing Director, Cyber & Strategic Risk | Sep 2013 – Oct 2023 | Led responses to multiple high-profile client cyber breaches; advised Fortune 500 boards on cyber incidents. |
| Federal Bureau of Investigation (FBI) | Special Agent; ultimately Special Agent in Charge, Cyber & Special Operations, New York Office | 1988 – 2013 (prior to Deloitte) | Led a 500-person division; crisis management, cyber operations leadership. |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Barclays US LLC (Intermediate Holding Company Board) | Director | Non-public | Financial services governance exposure; risk/compliance vantage point. |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director under NYSE standards. |
| VAC Board Service | Director since 2024. |
| Committees | Compensation Policy Committee (member); effective addition to CPC February 16, 2024. |
| Committee Chair Roles | None disclosed. |
| 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. |
| Committee Activity Levels (2024) | Audit: 7 meetings; CPC: 4; Nominating & Corporate Governance (NCG): 5. |
| Board Structure | Independent Chairman (William J. Shaw); separate Chair/CEO; regular executive sessions of independent directors. |
Fixed Compensation
| Component (Non-Employee Directors) | 2024 Policy | Notes |
|---|---|---|
| Annual cash retainer | $85,000 (Chairman: $130,000) | Committee member fees add to this base. |
| Committee chair retainer | $25,000 (Audit, CPC, NCG) | Additional to base. |
| Committee member retainer | $10,000 (Audit, CPC, NCG; non-chair) | Additional to base. |
| Mary E. Galligan – 2024 Director Pay | Amount |
|---|---|
| Fees Earned or Paid in Cash | $93,736 |
| Stock Awards (grant-date fair value) | $174,989 |
| Total | $268,725 |
Notes:
- Non-employee director equity awards carry a standard grant-date value of $175,000 (Chairman: $250,000) and vest immediately upon grant.
Performance Compensation
| Element | Terms |
|---|---|
| Non-Employee Director Share Awards | Annual equity grant with grant-date value of $175,000; vests immediately on grant. |
| Form of Delivery | If stock ownership guideline is achieved (without using the time-to-comply allowance), director may elect stock units (with deferred share distribution) or immediate common shares; if no election is made, units settle at end of board service. |
| Dividends/DERs | Cash dividend equivalents paid on director share awards when the Company pays cash dividends. |
| Deferral | Directors may defer board cash fees under the MVW Deferred Compensation Plan; 2024 fixed rate option 3.5% or market-based alternatives. |
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None listed for Galligan in VAC proxy’s nominee table. |
| Private/non-public boards | Barclays US LLC (IHC Board). |
| Compensation committee interlocks | None among CPC members. |
Expertise & Qualifications
- Cybersecurity and technology risk; crisis response leadership (FBI/Deloitte).
- Risk management and legal/regulatory experience flagged in director skills matrix.
- Independence and public company governance exposure; aligns with board needs on cyber risk oversight (Audit Committee has explicit cyber oversight mandate).
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 14, 2025) | 1,784 shares; <1% of outstanding. |
| Vested director shares/units (12/31/2024) | 1,768 shares/units vested. |
| Ownership guidelines (directors) | Must hold shares equal to 5x Board cash retainer; counts RSUs, director share awards, deferred equivalents (not options/SARs). |
| Compliance status | Company reports all directors met the guideline at 2024 year-end except one appointed in Dec 2023. |
| Hedging/pledging | Directors prohibited from shorting, derivatives, margining or pledging VAC stock. |
| Director clawback (conduct) | Board may recoup director compensation for willful misconduct/fraud violating the Business Conduct Guide (lookback ~3 years post-adoption). |
Governance Assessment
Key findings
- Committee placement and expertise: Galligan’s CPC role plus deep cyber/risk background enhances board oversight of compensation risk and human capital alongside rising cyber/AI risk; independence confirmed.
- Engagement: 2024 meeting cadence was robust (Board 6; CPC 4); no incumbent director fell below 75% attendance; she attended the 2024 annual meeting, supporting engagement.
- Pay alignment: 2024 director pay weighted toward equity (Galligan: $174,989 equity vs $93,736 cash), reinforcing long-term alignment; standard equity grants vest immediately but stock ownership guidelines at 5x retainer bolster alignment.
- Conflicts/related-party: No related-party transactions disclosed involving Galligan; CPC interlocks none; auditor is EY (not her former employer), reducing perceived conflicts from prior Deloitte role; hedging/pledging prohibitions further mitigate alignment risks.
- Shareholder context: VAC’s 2024 say-on-pay approval was 97.6%, indicating broad investor support for compensation governance practices overseen by the CPC.
Risk indicators and red flags
- No red flags disclosed specific to Galligan (no related-party transactions, no interlocks, no attendance issues, no pledging/hedging).
- Equity grants vest immediately; while common for directors, this places greater emphasis on stock ownership guidelines and prohibitions on hedging/pledging to ensure alignment—both are in place and enforced.
Overall implication for investor confidence
- Galligan’s cybersecurity/crisis pedigree adds differentiated oversight value amid sector data/AI risks; her independence, CPC role, and equity-heavy compensation structure, combined with stringent ownership and anti-hedging policies, are supportive of board effectiveness and alignment. Absent any disclosed conflicts or attendance concerns, her profile is a modest positive governance signal.