Matthew E. Avril
MARRIOTT VACATIONS WORLDWIDEAbout Matthew E. Avril
Independent director at Marriott Vacations Worldwide (VAC). Age 64; Director since 2025. Thirty-plus years of executive experience in hospitality and vacation ownership, including CEO roles and global hotel operations leadership. Certified public accountant (inactive), bringing accounting/financial oversight and prior public company board leadership experience. Independent under NYSE and company guidelines; no board committee assignments currently listed.
Past Roles
| Organization | Role | Tenure/Dates | Notes |
|---|---|---|---|
| Diamond Resorts International, Inc. | Chief Executive Officer | Nov 2016 – Mar 2017 | Hospitality and vacation ownership company |
| Vistana Signature Experiences, Inc. | Chief Executive Officer-elect | Feb 2015 – May 2016 | Vacation ownership business (formerly Starwood Vacation Ownership) |
| Starwood Hotels & Resorts Worldwide, Inc. | President, Hotel Group | Sep 2008 – Dec 2012 | Oversaw hotel operations worldwide across nine brands, ~960 properties in ~97 countries |
| Starwood Hotels & Resorts Worldwide, Inc. | Executive leadership roles | 2002 – 2008 | Various executive positions |
| Vistana (Starwood Vacation Ownership) | Senior leadership incl. President & Managing Director of Operations | 1989 – 1998 | Operational leadership in vacation ownership division |
| Self-employed | Consultant | Since Mar 2017 | Independent consulting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Franchise Group, Inc. | Chairman & Director (prior) | Not disclosed | Former public company board chair experience |
| Babcock & Wilcox Enterprises, Inc. | Chairman & Director (prior) | Not disclosed | Former public company board chair experience |
Current other public company directorships: None disclosed for Avril in the proxy’s director summary.
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director (NYSE and company guidelines) |
| Director since | 2025 |
| Committee assignments | None currently listed |
| Board/committee independence | Standing committees composed exclusively of independent directors |
| Board meetings in 2024 | Board met 6 times; no incumbent director attended <75% of combined Board+committee meetings; all directors attended the 2024 Annual Meeting (Avril joined in 2025) |
| Executive sessions | Regular executive sessions; independent directors meet at least annually; independent Chairman (William J. Shaw) presides |
| Key committee mandates | Audit: financial reporting, cybersecurity/AI, internal control; CPC: executive and director pay, succession, workforce oversight; NCG: director nominations, governance principles, related-party transaction review |
Fixed Compensation (Non-Employee Director Program – latest disclosed structure)
| Component | Amount/Terms |
|---|---|
| Annual cash retainer (non-Chair) | $85,000 |
| Annual cash retainer (Chairman) | $130,000 |
| Committee Chair fee (AC, CPC, NCG) | $25,000 |
| Committee member fee (non-Chair) | $10,000 |
| Annual equity grant (non-Chair) | $175,000 grant-date value; Non-Employee Director Share Awards vest immediately |
| Annual equity grant (Chairman) | $250,000 grant-date value; vests immediately |
| Form of equity | Share awards; eligible directors may elect stock units with deferred share delivery; otherwise right to receive shares upon completion of Board service; dividend equivalents paid in cash |
| Transferability/Voting | Awards not transferable; no voting rights until shares are distributed |
| Deferred compensation | Eligible to defer cash fees; plan credited at fixed 3.5% or market-based returns (2024 parameters) |
Note: CPC reviewed market data (Exequity consultant) and made no changes to non-employee director compensation for 2024.
Performance Compensation
- Non-employee director equity awards are time-based and vest immediately upon grant; no performance-conditioned metrics are disclosed for director compensation.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Avril |
| Prior public company boards | Franchise Group, Inc. (Chairman); Babcock & Wilcox Enterprises, Inc. (Chairman) |
| Compensation committee interlocks (company-wide disclosure) | None of the CPC members had interlocks or insider participation (Avril was not listed as a CPC member) |
Expertise & Qualifications
- Industry and operating leadership: Hospitality and vacation ownership leadership (Starwood, Vistana, Diamond Resorts)
- Financial/accounting: CPA (inactive); accounting and financial reporting expertise
- Strategic/M&A/capital markets: Skill matrix flags Corporate Leadership, Financial & Capital Markets, Accounting & Financial Reporting, Business Development/M&A, Strategic Planning, Global Expertise, Vacation Ownership & Lodging Industry, Real Estate & Business Development, Compliance, Sales & Marketing/Consumer Insights, Public Company Governance, Legal/Regulatory & Government Relations
Equity Ownership
| Item | Detail |
|---|---|
| Shares beneficially owned (as of Mar 14, 2025) | — (none reported) |
| % of shares outstanding | Less than 1% (table denotes “*”) |
| Shares outstanding reference | 34,563,443 shares outstanding on Mar 14, 2025 |
| Director ownership guideline | Required to own shares equal to 5x Board cash retainer; CPC monitors annually |
| Hedging/pledging policy | Directors prohibited from hedging/derivative transactions and from pledging or margining company stock |
| Clawback (director conduct) | Board may recoup director compensation for violations of Business Conduct Guide or willful misconduct/fraud within 3 years |
Governance Assessment
-
Positives
- Strong domain fit: Deep vacation ownership and global hotel operations background; CPA (inactive) enhances audit/financial oversight credibility.
- Independence and governance posture: Independent director; VAC maintains independent Chairman, independent committees, and regular executive sessions.
- Balanced director pay structure aligned with market medians; equity component increases alignment; hedging/pledging prohibited; clawback for misconduct.
-
Watch items
- Ownership alignment: No beneficial ownership reported as of Mar 14, 2025; while director guidelines require 5x cash retainer, Avril’s compliance status has not yet been disclosed.
- Committee engagement: No committee assignment yet listed; investors may watch for eventual committee placement (audit/comp/governance) to leverage financial and industry expertise.
-
RED FLAGS
- None explicit in filings for Avril; no related-party transactions or interlocks specific to Avril are disclosed in the reviewed sections. Company-level CPC interlocks were affirmed as none.