MARRIOTT VACATIONS WORLDWIDE Corp 8-K

What Happened

• Marriott Vacations Worldwide Corporation announced on Feb 16, 2026 that the Board appointed Matthew E. Avril as Chief Executive Officer (he had been interim CEO since Nov 9, 2025) and Michael A. Flaskey as President and Chief Operating Officer, both effective immediately. Mr. Avril (age 65) has 30+ years in hospitality and vacation ownership; Mr. Flaskey (age 58) has 25+ years in the same industries.

Key Details

• Compensation highlights:
  • Avril: base salary of at least $1,100,000; target annual bonus 150% of salary for 2026–2027 (max 300%); expected Q1 2026 equity awards including SARs ($2.625M fair value), time‑based RSUs ($1.75M fair value) and a Transformation Award (target 150,000 RSUs, up to 300,000).
  • Flaskey: base salary of at least $1,000,000; target bonus 125% (2026) and 150% (2027) with max 250%/300%; $700,000 transition payment payable over 12 months; expected Q1 2026 equity awards including SARs ($2.4M fair value), time‑based RSUs ($1.6M fair value), a 30,000‑share grant, and a Transformation Award (target 150,000 RSUs, up to 300,000).
• Transformation Awards (for both executives): 50% vests based on stock price and 50% on Adjusted EBITDA over the Performance Period Jan 1, 2026–Dec 31, 2028. Stock price payout: threshold $115 = 50% of target (37,500 shares), target $145 = 100% (75,000), maximum $215+ = 200% (150,000). Adjusted EBITDA payout: threshold $875M = 50% (37,500), target $950M = 100% (75,000), maximum $1.1B+ = 200% (150,000).
• Employment terms: both are at‑will; standard severance on termination (generally a lump sum = 2x(base + target bonus) + prorated bonus, subject to release and restrictive covenants); non‑compete for two years and non‑solicit for one year after employment; participation in the company’s Change in Control severance plan.

Why It Matters

• Leadership: The company has installed an experienced hospitality executive (Avril) as permanent CEO and added a seasoned industry operator (Flaskey) as President/COO, signaling continuity and an emphasis on operational leadership.
• Pay and incentives: Significant equity and performance‑based awards (including large Transformation Awards tied to stock price and Adjusted EBITDA through 2028) align management pay with shareholder value targets. Investors should note the specific stock price and EBITDA hurdles, the size of potential dilution or cash settlement if shares are unavailable, and the severance and restrictive covenants that protect both parties.
• Near‑term impact: These changes and the associated incentive structure may influence strategy and capital allocation over the 2026–2028 performance period; no financial results were reported in this filing.