William J. Shaw
MARRIOTT VACATIONS WORLDWIDEAbout William J. Shaw
Independent Chairman of the Board of Marriott Vacations Worldwide (VAC); age 79; director since 2011. Former Vice Chairman (May 2009–Mar 2011) and President & COO (1997–May 2009) of Marriott International; earlier roles include Corporate Controller, CFO, EVP and President of Marriott Service Group. Current boards: The Carlyle Group Inc. and DiamondRock Hospitality Company; Trustee, University of Notre Dame. Independent under NYSE rules; not a member of any VAC Board committee; presides executive sessions of independent directors as Chairman .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marriott International, Inc. | Vice Chairman | May 2009–Mar 2011 | Senior strategic oversight; deep finance and operations experience |
| Marriott International, Inc. | President & COO | 1997–May 2009 | Led global operations; governance and leadership credentials |
| Marriott International, Inc. | Corporate Controller; CFO; EVP; President, Marriott Service Group | Various (joined 1974) | Built finance and accounting expertise; industry stature |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Carlyle Group Inc. | Director | Current | Public company board service |
| DiamondRock Hospitality Company | Director | Current | Lodging REIT; public company board service |
| University of Notre Dame | Trustee | Current | Non-profit governance |
Board Governance
- Independence: Independent Chairman; Board confirms all directors except CEO are independent .
- Leadership structure: Chair/CEO roles separated to enhance oversight; Board believes independent Chair improves oversight and evaluation of management .
- Committees: Standing committees (Audit, Compensation Policy, Nominating & Corporate Governance) are composed exclusively of independent directors. Shaw serves on none; as Chairman, he presides over executive sessions of independent directors .
- Attendance: Board met 6 times in 2024; no incumbent director attended fewer than 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Evaluations: Annual Board/committee self-evaluations overseen by Nominating & Corporate Governance; topics include oversight of strategic and risk issues, meeting effectiveness, and skills matrix .
Fixed Compensation
| Component | 2024 Terms | Amount |
|---|---|---|
| Annual cash retainer (Chairman) | Cash retainer for Chair | $130,000 |
| Annual equity grant (Chairman) | Non-Employee Director Share Award; vests immediately | $250,000 grant value; 2024 stock award reported $249,984 |
| Committee fees | Not applicable (Shaw is not a committee member/chair) | $0 |
| Total 2024 director comp (reported) | Fees + stock awards | $379,984 ($130,000 cash; $249,984 stock awards) |
Key features:
- Director equity awards vest immediately upon grant; no performance conditions .
- Directors may elect equity in lieu of cash retainer/fees; deferrals available via MVW Deferred Compensation Plan .
Performance Compensation
| Component | Performance Metric(s) | Terms |
|---|---|---|
| Non-Employee Director Share Awards | None disclosed | Awards vest immediately; no performance-based vesting |
No performance-based elements are disclosed for non-employee director compensation. Equity awards are time-based and immediately vested .
Other Directorships & Interlocks
| Company | Role | Sector | Potential Interlock Notes |
|---|---|---|---|
| The Carlyle Group Inc. | Director | Private equity/asset manager | No VAC-related transactions disclosed |
| DiamondRock Hospitality Company | Director | Lodging REIT | No VAC-related transactions disclosed; VAC maintains exclusive long-term relationships with Marriott International and an affiliate of Hyatt; no related-party transactions involving Shaw are disclosed |
VAC’s related-party transactions policy requires prior review/approval; 2024 disclosure included a related-person employment (not involving Shaw) and no Shaw-related transactions .
Expertise & Qualifications
- Financial and accounting expertise (former CFO; extensive finance roles) .
- Capital markets and strategic planning experience; global hospitality industry expertise .
- Corporate leadership and governance across multiple public boards .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 179,500 shares |
| % of shares outstanding | ~0.52% (179,500 / 34,563,443 outstanding shares) |
| Director awards currently exercisable (within 60 days) | 33,433 shares under Non-Employee Director Share Awards |
| Ownership guidelines | Directors must own shares equal to 5x Board cash retainer; as of end-2024, all directors (except one appointed in Dec 2023) had achieved required levels, implying Shaw is in compliance |
| Pledging/hedging | Prohibited for directors; no pledging disclosed for Shaw |
Governance Assessment
- Board effectiveness: Independent Chairman, separated Chair/CEO roles, independent-only committees, regular executive sessions—enhances oversight and mitigates management capture risk .
- Attendance and engagement: Board met 6 times; no director below 75% attendance; full attendance at Annual Meeting—positive signal on engagement .
- Pay structure: Balanced mix of cash retainer and immediately vested equity; CPC reviews director pay against peers; no 2024 changes—stable and market-aligned .
- Ownership alignment: Shaw’s sizable beneficial stake (~0.52%) and compliance with director ownership guidelines support alignment; prohibitions on pledging/hedging reduce misalignment risk .
- Shareholder signals: Strong say-on-pay support—97.6% approval in 2024; in 2025, advisory say-on-pay passed with 26.63M For vs 0.78M Against and annual frequency preference—supports confidence in governance and pay practices .
- Conflicts/related-party risk: No Shaw-related party transactions disclosed; Nominating & Corporate Governance Committee oversees conflicts; external board service within VAC limits (directors generally limited to four boards for non-executives) .
Director Compensation (Structure Reference)
| Element | Standard Terms (2024) |
|---|---|
| Cash retainer | $85,000 per director; $130,000 for Chairman |
| Committee chair | +$25,000 per chair (Audit/CPC/NCG) |
| Committee member | +$10,000 per committee membership |
| Equity grant | $175,000 per director; $250,000 for Chairman; vests immediately |
Say-on-Pay & Shareholder Feedback
- 2024 advisory vote: 97.6% approval (exclusive of broker non-votes), considered by CPC in maintaining program structure .
- 2025 advisory vote: 26,628,510 For; 783,849 Against; 115,481 Abstain; broker non-votes 4,534,196; annual frequency preferred (25,520,125 votes for every year) .
Related Party Transactions
- Policy requires NCG Committee review/approval; prohibits conflicted participation in negotiation/approval .
- Disclosed 2024 related-person employment (not Shaw); no Shaw-related transactions disclosed .