Marriott Vacations has signed its finance chief to an award that pays nothing below a $115 share price and doubles at $215
$115. That is the share price below which half of the special award Marriott Vacations Worldwide has just granted its chief financial officer pays nothing at all.
Jason Marino entered into an employment agreement with the company on 2 August, effective 30 July, continuing as executive vice president and chief financial officer. The 8-K disclosing it was filed at 10.13 on Monday morning. Base salary is not less than $650,000, with a target annual bonus of 110 percent of salary and a maximum of 220 percent, and he remains an at-will employee.
The part worth reading is the CFO Transformation Award. Target is 37,500 restricted stock units and the ceiling is 75,000, split into two halves that are measured against completely different things.
The price half
Half turns on the highest average stock price over any 30 consecutive trading days between 1 January 2026 and 31 December 2028. Below $115 nothing vests. At $115 the payout is half of target, 9,375 shares. At $145 it is target, 18,750 shares. At $215 or above it is double, 37,500 shares. Between the marks the company interpolates in a straight line, and further vesting can occur on the closing price between the end of that period and 30 June 2029.
The earnings half
The other half turns on the highest adjusted EBITDA over any four consecutive quarters in the same window. Below $875m, nothing. $875m pays half, $950m pays target, $1.1bn or more pays double.
The two tests have very different shapes, and the arithmetic is worth doing. Getting from the price threshold to the price maximum takes an 87 percent move. Getting from the earnings threshold to the earnings maximum takes 25.7 percent.
The rest of the agreement is conventional. Two years of non-competition after employment ends, one year of non-solicitation. Severance outside a change of control is two times salary plus target bonus, a prorated bonus, and a payment equal to 24 months of COBRA premiums, conditioned on a signed release. The form of the award agreement itself is not attached to Monday's filing. The company says it will be filed with the Form 10-Q for the quarter ending 30 September.
