MARRIOTT VACATIONS WORLDWIDE CORPORATIONNOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
I.

Composition and Term of Office
The Nominating and Corporate Governance Committee (the “Committee”) shall consist ofat least two members of the Board of Directors (the “Board”) of Marriott Vacations
Worldwide Corporation (the “Company”), each of whom shall be an “independent”
director. For purposes hereof, an “independent” director is a director who meets the New
York Stock Exchange (the “NYSE”) standards of independence, as determined by theBoard.
The members of the Committee and its Chair are appointed by the Board upon theCommittee’s recommendation and serve until their successors are appointed and qualified
or until their earlier resignation or removal. Any member of the Committee may beremoved by the Board in its discretion. The Secretary of the Company or his or her
designee shall serve as Committee Secretary.

II.

Meetings and Operations
The Committee shall hold at least three regular meetings each year and such additional
meetings as the Committee Chair may deem necessary or appropriate. Meetings may beheld at such times and places as the Committee or the Committee Chair determines.
Minutes of each Committee meeting shall be made available to the Board, and theCommittee Chair will report to the Board on matters discussed at the most recentCommittee meeting. A majority of the members of the Committee will constitute a quorum(such that at times when the Committee has only two members, both members will beneeded to constitute a quorum). The Committee shall have the authority to delegate anyof its responsibilities to subcommittees as the Committee may deem appropriate.
Matters brought before the Committee that cannot be resolved by a vote of the members
shall be submitted to the entire Board for consideration.

III.

PurposeThe purpose of the Committee is to: (i) engage in succession planning for the Board; (ii)identify and evaluate (using criteria recommended by the Committee and approved by theBoard) director candidates, including assessing the contributions and independence ofincumbent directors; (iii) recommend to the Board director candidates for election; (iv)
recommend to the Board implementation of corporate governance principles and annuallyreview and recommend changes to these principles as appropriate; and (v) perform aleadership role in shaping the Company’s corporate governance, including reviewing thestructure of and membership on Board committees and monitoring processes to assess
Board and committee effectiveness.

IV.

Duties and Responsibilities
Consistent with and subject to applicable law and rules or listing standards promulgated by
the U.S. Securities and Exchange Commission (the “SEC”), NYSE, or other applicableregulatory authority, the Committee shall have the following specific duties andresponsibilities.
A.

Board Succession Planning; Selection of Directors
The Committee will engage in succession planning for the Board and key
leadership roles on the Board and its committees. The Committee will evaluate thecomposition of the Board at least annually to assess the skills and experience thatare currently represented on the Board as a whole, and in individual directors, aswell as the skills and experience that the Board may find valuable in the future. TheCommittee will recommend to the Board, and review and recommend updates asappropriate to, criteria for evaluating director candidates, consistent with thecriteria described in the Company’s corporate governance principles. TheCommittee will identify and recruit candidates for election to the Board and will
evaluate all director candidates, regardless of source, in light of the Board-approved
criteria. The Committee will recommend to the Board the Company’s candidates
for election or reelection to the Board at each annual shareholders’ meeting andcandidates to be elected by the Board as necessary to fill vacancies and newly
created directorships.

B.

Director Tenure
The Committee will recommend to the Board, and periodically review, criteria
relating to tenure as a director such as retirement age and limitations on the numberof times a director may stand for reelection. In addition, the Committee willrecommend to the Board, and periodically review, other criteria for retention of
directors such as attendance at Board and Board committee meetings or theassumption of responsibilities that are incompatible with effective Boardmembership.

C.

Committee Composition
The Committee will recommend to the Board, and periodically review, generalcriteria regarding the composition of Board committees such as size, membershipand whether to periodically rotate committee assignments. It will recommend tothe Board the selection of committee chairs and membership on Board committees.

D.

Corporate Governance and Oversight
The Committee will develop and recommend to the Board for its approval a set ofcorporate governance principles. The Committee shall review the principles at least
annually and recommend changes as appropriate.

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E.

Board Evaluation
The Committee will review and, as appropriate, make recommendations regarding
the effective functioning of the Board such as the quality, quantity and timelinessof information furnished to directors and frequency and location of Board meetings.
As part of its oversight of the Board and its committees, the Committee will
recommend to the Board for its approval and oversee implementation of an annual
self-evaluation of the Board and its committees.

F.

Chief Executive Officer Succession Procedures
The Committee will recommend to the Board, and annually review, procedures for
management succession in the event of the anticipated and unanticipated absenceof the Chief Executive Officer.

G.

Board Leadership
The Committee will periodically review the Board’s leadership structure andrecommend changes to the Board as appropriate, and, when the position ofchairman is held by a non-independent director, make a recommendation to theindependent directors regarding the appointment of the Lead Independent Director.

H.

Conflicts of Interest and Other Directorships
The Committee will review the Company’s conflict of interest and related party
transactions policies and approve certain related party transactions as provided forin such policies. The Committee will consider conflict of interest questions
involving directors, executive officers and other related persons within the meaningof applicable SEC rules and Company policies, consistent with the Company’s
corporate governance principles. The Committee also will review directorships atother for-profit organizations offered to members of the Board.

I.

Corporate Responsibility
The Committee will review and make recommendations to the Board regarding
corporate responsibility matters and their integration into the Company’s businessand long-term value creation for the Company and its shareholders. In discharging
these responsibilities, the Committee will: (i) at least annually, review and discusswith management the Company’s corporate responsibility priorities, objectives,
strategy and performance, and (ii) at least annually, review with management theCompany’s processes for identifying and managing corporate responsibility risks
and opportunities, including climate and other environmental risks andopportunities.

J.

Shareholder Engagement

3The Committee will oversee the Company’s shareholder engagement program andmake recommendations to the Board regarding its involvement in shareholder
engagement.
K.

Annual Review of Charter; Annual Evaluation
The Committee will at least annually review and assess the adequacy of this Charterin light of changes in law, rule, regulation or best practice. The Committee willsubmit proposed Charter revisions to the Board for approval. In addition, theCommittee will at least annually evaluate its own performance.

V.

Retention and Oversight of Outside Advisors
The Committee shall have the sole authority, in its sole discretion and without further
action of the Board, to retain for its own account and service, or obtain the advice of, any
external advisors, attorneys, consultants, and accountants (collectively, “Advisors”) it
deems necessary or appropriate to carry out the Committee’s purposes, including retaining,approving fees and retention terms of, and terminating any search firm to be used to identify
director candidates. The Committee will be directly responsible for the appointment,compensation, and oversight of the work of any Advisors retained by the Committee. TheCompany will adequately fund the costs and expenses, as determined by the Committee,
of any Advisors retained by the Committee and the Committee’s ordinary administrative
expenses that are necessary or appropriate in carrying out the Committee’s duties. TheCommittee has the power to investigate any matter brought to its attention within the scopeof the Committee’s responsibilities, with full access to all Company books, records,
facilities and employees.
Effective date: November 20, 2011
As amended December 5, 2011
As amended September 7, 2012
As amended September 6, 2013
As amended September 5, 2014
As amended September 10, 2015
As amended September 7, 2017
As amended September 5, 2019
As amended September 10, 2020
As amended December 9, 2021
As amended September 9, 2022
As amended February 16, 20244