Stephen R. Quazzo
MARRIOTT VACATIONS WORLDWIDEAbout Stephen R. Quazzo
Independent director since 2018 (age 65), Quazzo is Chief Executive Officer and co‑founder of Pearlmark Real Estate, LLC. At VAC he chairs the Nominating & Corporate Governance (NCG) Committee and serves on the Audit Committee; he is also deemed an audit committee financial expert. He brings deep real estate investing, capital markets, and governance expertise, and currently serves on the board of Phillips Edison & Company, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pearlmark Real Estate, LLC | CEO; Managing Director; co‑founder | Mar 1996–present | Real estate principal investing; strategy and leadership |
| Equity Institutional Investors, Inc. (subsidiary of Equity Group Investments) | President | Apr 1991–Mar 1996 | Private investment leadership |
| Starwood Hotels & Resorts Worldwide, Inc. | Director (public) | 1995–Sep 2016 | Public company governance in lodging sector |
| ILG, Inc. | Director (public) | May 2016–Aug 2018 | Served prior to VAC acquisition of ILG |
External Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| Phillips Edison & Company, Inc. | Director (public REIT) | Current | Retail real estate oversight |
| Urban Land Institute (ULI) | Member & Trustee | Current; past chair of ULI Foundation | Industry stewardship and best practices |
| Pension Real Estate Association | Member | Current | Institutional real estate expertise |
| State of Illinois | Licensed Real Estate Broker | Current | Professional credential |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Audit; previously member, Compensation Policy Committee through Feb 16, 2024 .
- Audit Committee financial expert designation (NYSE/SEC definition) alongside two other directors .
- Independence: Board determined independent (all directors except the CEO) .
- Attendance and engagement: Board met six times in 2024; no incumbent director attended fewer than 75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting .
- Governance processes: Independent Chair separate from CEO; regular executive sessions; annual Board/committee evaluations; robust conflict/related‑party oversight led by NCG; strong cybersecurity and corporate responsibility oversight across committees .
- Board composition and skills: Diverse, majority independent board; Quazzo’s skills include corporate leadership, financial & capital markets, accounting & reporting, public company governance, real estate and M&A .
Fixed Compensation (Non‑Employee Director – 2024)
| Item | Amount |
|---|---|
| Standard annual cash retainer (non‑chair) | $85,000 |
| Committee chair retainer (Audit/CPC/NCG) | $25,000 |
| Committee member retainer (per committee) | $10,000 |
| Quazzo – Fees earned/paid in cash (actual 2024) | $118,104 |
Notes: Quazzo became NCG Chair effective Feb 16, 2024; the cash amount below the full‑year $120,000 implied for an NCG Chair also serving on Audit may reflect proration around the chair transition date .
Performance Compensation (Non‑Employee Director – 2024)
| Item | Detail |
|---|---|
| Standard director equity grant (non‑chair) | $175,000 grant date value; vests immediately |
| Form/elections | May elect stock units with deferred distribution or immediate shares (subject to ownership guideline status); if no election, distributable at completion of Board service; dividends paid as cash equivalents |
| Quazzo – Stock awards (actual 2024) | $174,989 |
| Performance metrics tied to director equity | None – annual director equity awards are not performance‑based |
Director clawback: Board may recoup director compensation for Business Conduct Guide violations or willful misconduct/fraud (3‑year lookback) .
Other Directorships & Interlocks
| Company/Entity | Role | Potential Interlocks/Notes |
|---|---|---|
| Phillips Edison & Company, Inc. | Director | No VAC‑disclosed related‑party transactions; within VAC policy limits on outside boards (≤4 for non‑public‑company executives) . |
| ILG, Inc. (prior director) | Director (2016–2018) | Historical tie; ILG was acquired by VAC in Aug 2018; no current related‑party transactions disclosed involving Quazzo . |
| Starwood Hotels & Resorts | Former Director (to Sep 2016) | Historical hospitality governance experience . |
Related‑party transactions: VAC discloses its review/approval policy and one 2024 related‑party employment item (not involving Quazzo). No Quazzo‑related transactions are disclosed in the proxy .
Expertise & Qualifications
- Real estate principal investing, capital allocation, and development as CEO of Pearlmark .
- Financial & capital markets and accounting/financial reporting expertise; Audit Committee financial expert at VAC .
- Public company governance across hospitality and real estate (Starwood, ILG, Phillips Edison) .
- Industry leadership (ULI trustee; ULI Foundation past chair; PREA member) .
Equity Ownership
| Measure | Amount |
|---|---|
| Shares beneficially owned (as of Mar 14, 2025) | 19,084 shares |
| % of shares outstanding | ~0.06% (19,084 / 34,563,443) |
| Shares acquirable within 60 days (director awards) | 2,808 shares included in beneficial ownership |
| Outstanding equity awards – Vested shares (12/31/2024) | 1,739 (Non‑Employee Director Share Awards) |
| Outstanding equity awards – Stock units (12/31/2024) | 1,046 (director stock units) |
| Director ownership guideline | 5x annual Board cash retainer; as of YE 2024, all directors met guidelines except one recent appointee (Quazzo in compliance) |
Hedging/pledging: Directors are prohibited from hedging, shorting, derivatives, margining, or pledging VAC stock; strengthens alignment and reduces risk of forced selling .
Governance Assessment
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Strengths (confidence‑enhancing)
- Independent NCG Chair with explicit mandate over director nominations, governance principles, related‑party policy, and sustainability oversight; also serves on Audit and is an “audit committee financial expert” .
- Strong attendance norms, independent chair structure, regular executive sessions, and annual evaluations; high say‑on‑pay support in 2024 (97.6%) indicates constructive shareholder dialogue and confidence in compensation governance .
- Clear prohibitions on pledging/hedging and robust director ownership guidelines; Quazzo’s beneficial ownership and guideline compliance support alignment .
-
Watch items (potential risks/RED FLAGS to monitor)
- Time commitments: Quazzo is Pearlmark CEO, NCG Chair, Audit member, and director of Phillips Edison; within VAC’s outside board limits, but workload concentration warrants ongoing monitoring of attendance and engagement (no 2024 shortfall disclosed) .
- Historical ties: Prior directorships at Starwood and ILG (acquired by VAC) create industry familiarity; no current related‑party transactions disclosed involving Quazzo, but as NCG Chair he oversees related‑party policy—continue monitoring for transactions requiring recusal .
Overall, Quazzo’s committee leadership (NCG), audit expertise, policy posture (no pledging/hedging), and ownership alignment are positives for board effectiveness and investor confidence; no disclosed conflicts or attendance issues in 2024 .
Appendix: VAC Director Compensation Structure (Reference)
| Component | Standard Amount |
|---|---|
| Annual cash retainer (non‑chair) | $85,000 |
| Committee chair retainer (Audit/CPC/NCG) | $25,000 |
| Committee member retainer (each) | $10,000 |
| Annual equity grant (non‑chair) | $175,000 (immediate vest) |
| Chairman cash/equity | $130,000 / $250,000 |
Citations: VAC 2025 DEF 14A (Mar 27, 2025): .