William W. McCarten
MARRIOTT VACATIONS WORLDWIDEAbout William W. McCarten
Independent director of Marriott Vacations Worldwide (VAC), age 76, serving since 2011. Former Marriott International executive and HMSHost CEO; currently non‑executive Chairman of DiamondRock Hospitality Company. He is a former certified public accountant, brings capital markets and accounting expertise, and qualifies as an SEC “audit committee financial expert.” Committees: Audit Committee and Compensation Policy Committee; independence affirmed under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DiamondRock Hospitality Company | Non‑Executive Chairman of the Board | Jan 2010–present | Oversight of lodging REIT; capital markets and governance leadership |
| DiamondRock Hospitality Company | Executive Chairman | Sep 2008–Dec 2009 | Led strategic transition post‑CEO tenure |
| DiamondRock Hospitality Company | Chairman & Chief Executive Officer | 2004–Sep 2008 | Built and led public lodging REIT; capital markets execution |
| Marriott International & predecessors | President, Services Group; prior executive roles | 1979–2003 | Operations, finance, and strategic leadership across hospitality segments |
| HMSHost Corporation | President & CEO | Within Marriott tenure | Led publicly traded hospitality services company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| DiamondRock Hospitality Company | Non‑Executive Chairman | 2010–present | Public lodging REIT board leadership |
| Cracker Barrel Old Country Store, Inc. | Director (former) | Prior service | Public company retail/restaurant governance experience |
Board Governance
- Status: Independent director; Board has 10 of 11 independent directors as of the annual meeting; McCarten’s independence affirmed under NYSE rules.
- Committees: Audit Committee and Compensation Policy Committee member (not chair).
- Financial expertise: Identified by VAC as an “audit committee financial expert.”
- Attendance: Board met six times in 2024; no director attended fewer than 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting.
- Executive sessions: Independent directors meet regularly in executive session; Chairman presides.
- Oversight scope signals: Audit Committee oversight includes AI, cybersecurity, data security, and corporate responsibility reporting—expanding risk oversight breadth.
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $105,000 | $85,000 base + $10,000 per committee for Audit and CPC (member fees); not a chair. |
| Annual equity grant | $174,989 | Non‑Employee Director Share Award; vests immediately upon grant. |
| Total (cash + equity) | $279,989 | 2024 director compensation reported. |
Notes:
- Committee chair premia ($25,000) do not apply to McCarten (not a chair).
- Non‑Employee Director Share Awards vest on grant; directors may elect stock units or immediate share issuance subject to ownership guideline status.
Performance Compensation
- VAC does not use performance‑conditioned director pay (no director bonuses or PSU metrics for non‑employee directors); equity awards vest immediately and are not tied to TSR/EBITDA hurdles.
Other Directorships & Interlocks
- Interlock observation: VAC Chairman William J. Shaw also serves on DiamondRock’s board while McCarten is DiamondRock’s non‑executive Chairman—creating a governance interlock across VAC and DiamondRock. Monitor for related‑party transactions; none disclosed involving McCarten.
Expertise & Qualifications
- Hospitality and lodging industry leadership; strategic planning; real estate and business development; public company governance; capital markets; accounting/financial reporting; human capital and organizational culture.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 28,699 | Includes 21,039 shares from director share awards; holdings include 20,999 shares as tenants in common with spouse and 1,966 via an LLC where he owns 2% and is Manager; percent of class <1%. |
| Vested vs. unvested | 21,024 vested director shares/units; no unvested director units reported | As of Dec 31, 2024. |
| Ownership guidelines | Compliant | Directors must hold 5x cash retainer; all directors except one new appointee met guidelines as of 2024 year‑end. |
Anti‑hedging/pledging alignment:
- VAC prohibits directors from pledging VAC shares or engaging in hedging/derivative transactions—supports alignment and reduces red‑flag risk.
Governance Assessment
- Positives: Independent status; dual committee membership with audit financial expert designation; strong attendance; director ownership guideline compliance; anti‑pledging/anti‑hedging policy; CPC independence and use of independent consultant (Exequity).
- Signals to monitor: Board interlock with DiamondRock (McCarten Chair; Shaw director) though no VAC related‑party transactions involving McCarten are disclosed; VAC’s related‑party review is overseen by Nominating & Corporate Governance Committee with a formal policy.
- Shareholder sentiment: 2024 say‑on‑pay approval at 97.6% indicates broad investor support for compensation governance (executive program).