TABLE OF CONTENTS
Notice of 2024
Annual Meeting of
Stockholders
Friday, May 10, 2024
8:30 a.m. Eastern Time
VIRTUAL MEETING ACCESS:
www.virtualshareholdermeeting.com/MAR2024
How to Vote Your Shares
in Advance of the Annual Meeting
(see pages 81-84 for detail) Using the previous filing by registrationtoll-free phone number listed on the proxy card or voting instruction form | |
Using the Internet and voting at
the website listed on the proxy
card or voting instruction form | |
Completing, signing, and returning the enclosed proxy card or voting instruction form in the enclosed postage-paid envelope | |
Stockholders of record at the close of business
on March 13, 2024 are entitled to notice of, to
attend, and to vote at the Annual Meeting. |
This proxy statement number, or the form or schedule and the date of its filing.is first being made available
to our stockholders on March 27, 2024. |
| 1. | | Amount previously paid: |
| 2. | | Form, Schedule or Registration Statement No.: |
Corporate Headquarters and Mailing Address:
10400 Fernwood Road
Bethesda, Maryland 20817
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FRIDAY, MAY 6, 2016
To
ourOur Stockholders:
April 6, 2016
The
20162024 annual meeting of stockholders
(“Annual Meeting” or “2024 Annual Meeting”) of Marriott International, Inc.
(the “Company(“we,”
“us,” “our,” “Marriott,” or the “Company”) will be
a virtual meeting held
at the JW Marriott Hotel, 1331 Pennsylvania Avenue, N.W., Washington, D.C. 20004 on
Friday, May
6, 2016,10, 2024, beginning at
10:8:30 a.m.
Doors toEastern Time. Stockholders of record as of the
meeting will openrecord date may join a live audio webcast at
9:30 a.m.www.virtualshareholdermeeting.com/MAR2024. At the
meeting,Annual Meeting, stockholders will act on the following
matters:items:1 | 1. | | Election of each of the 1112 director nominees named in the proxy statement; |
2 | 2. | | Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2016;year 2024; |
3 | 3. | | An advisory resolutionvote to approve executive compensation; |
4 | 4. | | A stockholder resolution recommending implementation ofrequesting that the Company commission a simple majority voting standard in our governance documents, if properly presented atthird-party civil rights audit; |
5 | | | A stockholder resolution requesting the meeting;Company annually prepare a racial and gender pay gap report; and |
6 | 5. | | Any other matters that may properly be presented at the meeting.Annual Meeting. |
How to Attend:
Stockholders of record
as of the record date may attend the Annual Meeting at www.virtualshareholdermeeting.com/ MAR2024 by entering the 16-digit control number that appears on your proxy card. If your shares are held in street name and your voting instruction form indicates that you may vote those shares through the http://www.proxyvote.com website, then you may attend the Annual Meeting with the 16-digit access code indicated on that voting instruction form. Otherwise, stockholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend the Annual Meeting. Whether or not you plan to attend the Annual Meeting, we encourage you to vote and submit your proxy in advance by one of the methods described on this page. Stockholders who attend the meeting may also vote online during the Annual Meeting by following the instructions provided on the Annual Meeting website. Brokers are not permitted to vote on certain proposals and may elect not to vote on any of the proposals unless you provide voting instructions. Voting your shares will help ensure that your interests are represented at the
close of business on March 14, 2016, are entitled to notice of and to vote at this meeting.
For the convenience of our stockholders, proxies may be
given eithersubmitted by telephone, electronically through the Internet, or by completing, signing, and returning the enclosed proxy card. In addition, stockholders may elect to receive future stockholder communications, including proxy materials, through the Internet. Instructions for each of these options can be found in the enclosed materials.
|
By order of the Board of Directors,
Andrew P.C. Wright
Secretary |
| |
|
Bancroft S. Gordon
|
Secretary
March 27, 2024 |
PLEASE REFER TO THE LAST PAGE OF THIS PROXY STATEMENT FOR DIRECTIONS TO THE MEETING AND INFORMATION ON PARKING, PUBLIC TRANSPORTATION AND LODGING.
TABLE OF CONTENTS
At Marriott, we never stop searching for inventive ways to serve our customers, provide opportunities for our associates, and grow our business. The company that began as a nine-seat root beer stand in 1927 has grown to a portfolio of more than 8,800 properties across more than 30 leading brands in 139 countries and territories. Marriott is consistently recognized as a top employer and for its superior business operations, which it conducts based on five core values: put people first, pursue excellence, embrace change, act with integrity, and serve our world. |
Our Growing Forward Strategy
Our Growing Forward strategy encapsulates our company priorities, rooted in our core values, and guides us as we work to deliver on the promise of Marriott’s unique brand of hospitality around the world. In Growing Forward, we have rallied around our purpose of Connecting People Through the Power of Travel. This purpose highlights the transformative power travel has in our world and sets the tone for how we conduct business. |
2024 Proxy Statement | | | Marriott International, Inc. | | | 1 |
TABLE OF CONTENTS
PATHS TO WIN
Our Growing Forward strategy is the road map for how we plan to lead the industry and be the first choice for associates, guests, and owners and franchisees. Our three Paths to Win guide how we set our priorities and measure our progress across the Company, how we advance our proven, asset-light business model, and how we strengthen our competitive advantage.
Delivering an exceptional experience with our brands and travel offerings helps us to capture high-value customers, improve guest satisfaction, and drive profitable revenue to owners and franchisees. We are focused on meeting demand across a variety of segments, including leisure, business and group travel; attracting guests for new lodging offerings, such as all-inclusive and affordable midscale; and delivering an elevated experience across our luxury brands and offerings.
|
Our Marriott Bonvoy® loyalty program grew to over 200 million members in early 2024. Since we launched Marriott Bonvoy over five years ago, it has evolved from a loyalty program to now encompass our powerful portfolio of over 30 brands and other travel offerings, such as The Ritz-Carlton Yacht Collection and Homes and Villas by Marriott Bonvoy. We are focused on growing our Marriott Bonvoy membership and fostering deeper member engagement through credit card offerings, curated experiences, strategic partnerships, and other travel products. |
We are focused on being wherever our customers want to be with a wide range of offerings and price points – from hotels to luxury villas to yachts – around the globe. Our owners and franchisees are essential to our growth, and we are focused on continuing to create value for them.
|
• Our incredible associates delivered exceptional customer service and experiences across the portfolio. Customer satisfaction continued to rise, with our December 2023 intent to recommend score achieving its highest single month score in over five years.
• Solid demand for travel and our diverse portfolio of leading brands drove strong financial results in 2023. Net income was $3.083 billion, a 31% increase over 2022, and Adjusted EBITDA reached $4.656 billion, a 21% increase over 2022.(1)
• Our luxury portfolio remains unmatched, with 623 properties at the end of 2023. New luxury openings in 2023 included the debut of W Budapest, the brand’s first hotel in Hungary, and Rissai Valley, a Ritz-Carlton Reserve, marking our 500th hotel in Greater China.
• We announced an exclusive, long-term license agreement with MGM Resorts International. The MGM Collection with Marriott Bonvoy, which launched in the first quarter of 2024, encompasses 16 of MGM’s hotel and resort destinations, representing nearly 40,000 rooms in Las Vegas and other markets across the U.S.
• Marriott Bonvoy member penetration of global room nights reached new highs in 2023, at 68% in the U.S. and Canada and 61% globally.
• We continued to connect our Marriott Bonvoy members to once-in-a-lifetime experiences through Marriott Bonvoy Moments and expanded ways to earn and redeem points. | | | • Our growing portfolio of 31 credit cards across 11 countries includes the first co-branded hotel credit card in India, which we introduced in 2023.
• Our Marriott Bonvoy mobile app contributed 22% more room nights in 2023 than in the prior year. We remain focused on improving the customer experience across all our digital and other booking channels through the multi-year technology transformation we have underway.
• We entered the affordable midscale segment by acquiring the City Express brand portfolio, which made us the largest lodging company in the Caribbean & Latin America region. We also created StudioRes, a midscale extended stay brand in the U.S. and Canada region, and announced the launch of Four Points Express by Sheraton for our Europe, Middle East and Africa region.
• Marriott had a record year of organic signings in 2023, with an average of nearly 2.5 deals signed daily, bringing our global development pipeline up 15% over 2022 to roughly 573,000 rooms at year-end. For the year, we achieved strong net rooms growth of 4.7%.
• Conversions once again helped drive growth, accounting for 25% of our organic room additions during the year. In 2023, we signed a record 184 conversion properties, representing nearly 65,000 rooms globally. |
(1)
| Adjusted EBITDA is a non-GAAP financial measure. The reason Marriott International uses this non-GAAP financial measure and a reconciliation to the most directly comparable measure under U.S. generally accepted accounting principles (GAAP) are provided in Exhibit A. |
2 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
iTABLE OF CONTENTS
TALENT
Talent is foundational to our company strategy and a key priority of the Board. Fulfilling Marriott’s purpose of connecting people through the power of travel is only possible because of the hard work and dedication of the hundreds of thousands of associates who wear the Marriott name badge around the world. Each associate plays an important role in creating memorable experiences for our guests that encourage them to come back again and again. In 2023, our associate engagement scores exceeded the “Best Employer” external benchmark, and we were recognized as a top 10 company on the Fortune 100 Best Companies to Work For®, Great Place to Work®, a list we have been on for 26 consecutive years.
Three signature elements guide our people strategy:
| • | Growing Great Leaders: Supporting associates at all levels to become great leaders through programs that encourage curiosity, courage, and connections. |
| • | Investing in Associates: Offering competitive and compelling compensation and benefits while prioritizing well-being to enable associates to be their best selves. |
| • | Access to Opportunity: Fostering an environment where everyone is welcome and has the opportunity to succeed, learn, and grow. |
| In 2023, we introduced “Be,” a powerful symbol of associate life at Marriott and a representation of our award-winning culture where individuals have the opportunity to begin their journey, belong to an amazing global team, and become the best version of themselves.
|
SELECT AWARDS AND RECOGNITION
2024 Proxy Statement | | | Marriott International, Inc. | | | 3 |
TABLE OF CONTENTS
Serving Our World |
Serving Our World is one of our core values and the foundation of our sustainability and social impact platform, Serve 360: Doing Good in Every Direction, which guides our efforts to make a positive, sustainable impact wherever we do business. With a presence in 139 countries and territories, here are some of the ways we believe serving our world is also good business: |
• Improve hotel operating efficiency. Embedding sustainability in hotel design and operations has the potential to reduce energy usage and costs and other operating expenses. |
• Meet guests’ needs. Over half of our top 100 corporate customers have set science-based carbon emissions reduction targets, and meeting planners and corporate customers regularly ask us about sustainability when making their hotel and venue decisions. |
• Attract associates and customers. Sustainability and social impact are top priorities of the next generation of talent and customers. |
• Mitigate physical risks to hotels. As extreme weather and climate change increasingly affect conditions across the globe, it is vital to protect the ecosystems where we operate so that these locations remain vibrant destinations for travel.
|
Serve 360: Doing Good in Every Direction
Here are some highlights that Marriott’s Serve 360 platform achieved last year:
| | | Nurture Our World
We have an ambitious goal to contribute 15 million volunteer hours by 2025. At year-end 2023, we had contributed over 12 million hours since 2016. |
| | | Sustain Responsible Operations
In 2023, we launched the Company’s Climate Action Program to all managed and franchised properties globally. |
| | | Empower Through Opportunity
In 2023, we reenergized TakeCare, our associate wellness program, focused on providing associates with tools and resources to support their physical, mental, and financial wellbeing. In addition, we introduced En Route, a series of foundational leadership programs that are designed to help associates thrive in their careers. |
| | | Welcome All and Advance Human Rights
We launched an initiative with the Internet Watch Foundation to block websites with illegal child sexual abuse materials from guest internet network access in nearly 5,000 U.S. and Canada hotels. |
FOCUS ON SUSTAINABILITY
| Our Approach to Carbon Reduction
Marriott’s Climate Action Program, a comprehensive approach designed to reduce our carbon footprint and enable climate-smart growth and decision-making, is centered around three key components:
• Setting Science-Based Targets: In 2023, we submitted Marriott’s emissions reduction targets to the Science-Based Targets initiative.
• Building Climate Fluency: We strive to educate stakeholders (owners and franchisees, associates, and suppliers) about where carbon comes from and how it can be reduced.
• Action Planning to Reduce Carbon: We utilize tailored resources that are intended to help hotels identify steps to reduce energy, lower carbon emissions, and improve operating efficiency. |
Beyond reducing carbon, other efforts are underway that are intended to make a positive and sustainable impact wherever we do business, including efforts focused on water conversation and management, single-use plastic and other disposables reduction, and food waste reduction. We invite you to learn more about these and all of our Serve 360 activities in our annual Serve 360 Report, available at www.Marriott.com/Serve360. |
4 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
MARRIOTT INTERNATIONAL, INC.
10400 FERNWOOD ROAD, BETHESDA, MARYLAND 20817
PROXY STATEMENT
OurThis summary highlights information contained elsewhere in this proxy statement. This summary does not contain all information you should consider. Please read the entire proxy statement carefully before voting.
Voting Matters and the Recommendations of the Board of Directors (the
““Board”) 1 | | | Election of Directors | | | | | | The Board and its Nominating and Corporate Governance Committee believe the 12 director nominees each possess the skills, experience, and background to effectively monitor performance, provide oversight, and advise management on the Company’s strategy. | | | |
2 | | | Ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2024 | | | | | | Based on the Audit Committee’s assessment of Ernst & Young LLP’s qualifications and performance, the Board believes retaining Ernst & Young LLP for fiscal year 2024 is in the best interests of the Company and its stockholders. | | | |
3 | | | Advisory vote to approve executive compensation | | | | | | The Board believes that the Company’s current executive compensation program achieves an appropriate balance of long- and short-term performance incentives, reinforces the link between executive pay and the Company’s long-term performance and stock value, and thereby aligns the interests of our Named Executive Officers (“NEOs”) with those of our stockholders. | | | |
4 | | | Stockholder resolution requesting that the Company commission a third-party civil rights audit | | | | | | Marriott has strong, clear, and effective policies and practices designed to support and enrich our culture of welcoming all. The Board plays an active role in maintaining this culture and overseeing our work on the issues raised in the proposal. The Board believes this framework already fulfills the core objectives of the proposal and that a long and costly audit process is not necessary and would not provide meaningful or actionable information to the Company or stockholders. | | | |
5 | | | Stockholder resolution requesting the Company annually prepare a racial and gender pay gap report | | | | | | The Company already includes adjusted pay equity ratios for U.S. employees by gender and race, as well as managerial and executive representation data, in its annual Serve 360 Report. This information provides stockholders with fulsome and relevant information to assess the Company’s processes and outcomes. Unadjusted racial and gender pay equity statistics would not provide any additional information about our pay practices or our efforts to minimize, identify, and rectify unintended pay gaps, and would not provide meaningful or actionable information. | | | |
2024 Proxy Statement | | | Marriott International, Inc. | | | 5 |
TABLE OF CONTENTS
See “Corporate Governance – Nominees to our Board
”) solicits your proxy of Directors” for
the 2016 annual meeting of stockholders of Marriott International, Inc. (“we,” “us,” “Marriott” or the “Company”) to be held on Friday, May 6, 2016, beginning at 10:30 a.m., at the JW Marriott Hotel, 1331 Pennsylvania Avenue, N.W., Washington, D.C. 20004, and at any postponements or adjournments of the meeting. This proxy statementmore information. Each director is
first being released to stockholderselected annually by
the Company on or about April 6, 2016.IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 6, 2016:
THE PROXY STATEMENT AND ANNUAL REPORT TO STOCKHOLDERS ARE
AVAILABLE ATwww.envisionreports.com/MAR.
QUESTIONS AND ANSWERS ABOUT THE MEETING
What is the purpose of the annual meeting?
At our annual meeting, stockholders will act upon the matters described in the accompanying notice of meeting. These actions include the election of the 11 director nominees listed below, ratification of the appointment of the independent registered public accounting firm (sometimes referred to as the “independent auditor”), an advisory resolution to approve executive compensation, a stockholder resolution recommending implementation of a simple majority voting standard in our governance documents (if properly presented at the meeting), and any other matters that may be properly presented at the meeting. In addition, our management will report on the Company’s performance during fiscal year 2015 and respond to questions from stockholders.
Who is entitled to vote?
Only stockholders of record at the close of business on the record date, March 14, 2016, are entitled to receive notice of and to vote at the meeting, or any postponement or adjournment of the meeting. Each outstanding share of the Company’s Class A common stock entitles its holder to cast ten votes on each matter to be voted upon.
Who can attend the meeting?
All stockholders of record at the close of business on the record date, or their duly appointed proxies, may attend the meeting. Cameras, recording devices and other electronic devices may not be used at the meeting.
You will find directions to the meeting, and information on parking, public transportation and lodging, on the last page of this proxy statement.
What constitutes a quorum?
The presence at the meeting, in person or by proxy, of the holders of a majority of votes cast.
November 2023
Marriott International Board of Directors
Front: (L to R): Aylwin Lewis, Lauren Hobart, David Marriott, Tony Capuano, Debi Lee, Horacio Rozanski.
Back (L to R): Susan Schwab, Grant Reid, Meg McCarthy, Fritz Henderson, Debbie Marriott Harrison, Bella Goren, Eric Hippeau. Mr. Hippeau has reached our mandatory retirement age and is not standing for reelection this year.
6 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
TABLE OF CONTENTS
The following table provides summary information about each director nominee.
David S. Marriott
Chairman of the Board,
Marriott International, Inc. | | | 50 | | | 2021 | | | No | | | | | | | | | | | | MEMBER | | | | | | CHAIR |
Anthony G. Capuano
President and Chief Executive Officer,
Marriott International, Inc. | | | 58 | | | 2021 | | | No | | | | | | | | | | | | MEMBER | | | | | | MEMBER |
Isabella D. Goren
Former Chief Financial Officer,
American Airlines, Inc. and AMR Corporation | | | 64 | | | 2022 | | | Yes | | | CHAIR
| | | | | | MEMBER | | | | | | | | | |
Deborah Marriott Harrison
Global Cultural Ambassador Emeritus,
Marriott International, Inc. | | | 67 | | | 2014 | | | No | | | | | | | | | | | | MEMBER | | | | | | |
Frederick A. Henderson
(Lead Independent Director)
Former Chairman and Chief Executive Officer,
SunCoke Energy, Inc. | | | 65 | | | 2013 | | | Yes | | | MEMBER
| | | | | | CHAIR | | | | | | | | | MEMBER |
Lauren R. Hobart
President and Chief Executive Officer,
DICK’S Sporting Goods, Inc. | | | 55 | | | 2023 | | | Yes | | | | | | MEMBER | | | | | | | | | MEMBER | | | |
Debra L. Lee
Former Chairman and Chief Executive Officer, BET Networks | | | 69 | | | 2004 | | | Yes | | | | | | | | | MEMBER | | | CHAIR | | | | | | MEMBER |
Aylwin B. Lewis
Former Chairman, Chief Executive Officer and President, Potbelly Corporation | | | 69 | | | 2016 | | | Yes | | | MEMBER
| | | CHAIR | | | MEMBER | | | | | | | | | |
Margaret M. McCarthy
Former Executive Vice President,
CVS Health Corporation | | | 70 | | | 2019 | | | Yes | | | MEMBER | | | | | | | | | | | | CHAIR | | | |
Grant F. Reid
Former President and Chief Executive Officer, Mars, Incorporated | | | 63 | | | 2023 | | | Yes | | | MEMBER | | | | | | | | | MEMBER | | | | | | |
Horacio D. Rozanski
President and Chief Executive Officer,
Booz Allen Hamilton, Inc. | | | 56 | | | 2021 | | | Yes | | | | | | MEMBER | | | | | | | | | MEMBER | | | |
Susan C. Schwab
Professor Emerita, University of Maryland School of Public Policy | | | 69 | | | 2015 | | | Yes | | | | | | MEMBER | | | | | | | | | MEMBER | | | |
Financial ExpertAC: | | | Audit Committee | | | ISIC: | | | Inclusion and Social Impact Committee |
HRCC: | | | Human Resources and Compensation Committee | | | TISOC: | | | Technology and Information Security Oversight Committee |
NCGC: | | | Nominating and Corporate Governance Committee | | | EC: | | | Executive Committee |
*
| Ages as of May 10, 2024. |
2024 Proxy Statement | | | Marriott International, Inc. | | | 7 |
TABLE OF CONTENTS
Corporate Governance Highlights See “Corporate Governance” for more information.
8 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
TABLE OF CONTENTS
Executive Compensation Matters 2023 was a terrific year. We saw continued strong momentum in our business around the sharesworld, thanks to solid demand for travel and our diverse portfolio of Class A common stockmore than 30 brands, which led to excellent financial and operating performance. All of our regions experienced significant RevPAR improvement during the year, net income increased by 31% over 2022, and Adjusted EBITDA increased by 21% over 2022.(1) We returned over $4.5 billion to stockholders through dividends and share repurchases during the year. Development activity was also strong as we signed a record 891 organic management, franchise and license agreements in 2023, representing approximately 164,000 rooms, and achieved strong net rooms growth of 4.7%. By year-end, our worldwide system consisted of nearly 8,800 properties with more than 1,597,000 rooms in 139 countries and territories. Our people are foundational to our strategy. Our associate engagement scores exceeded the “Best Employer” external benchmark, and we were recognized as a top 10 company on the Fortune 100 Best Companies to Work For®, Great Place to Work® in 2023. Finally, from a customer standpoint, we exceeded our 2023 goals for guest satisfaction and for Marriott Bonvoy loyalty program member engagement and enrollments.
How We Tie Pay to Performance
There is a strong correlation between our executive pay and Company performance. Our executive compensation program is designed to maintain this alignment, while also protecting the Company against inappropriate risk-taking and conflicts among the interests of the Company, outstanding onits stockholders, and its executives. With these goals in mind, the record dateBoard and entitled to vote will constitute a quorum. A quorum is required for business to be conducted at the meeting. Asits Human Resources and Compensation Committee have implemented an executive compensation program that consists of the March 14, 2016 record date, 254,125,449 sharesfollowing key components:
2024 Proxy Statement | | | Marriott International, Inc. | | | 9 |
TABLE OF CONTENTS
Majority of Compensation is Equity and At-Risk
The following charts show the percentage breakdown of our
Class A common stock were outstandingNEOs’ target total direct compensation among base salary, at-risk target annual incentive, and
entitled to vote. If you submit a properly executed proxy card, even if you abstain from voting, you will be considered part of the quorum. Similarly, “broker non-votes” (described below) will be counted in determining whether there is a quorum.How do I vote?
You may vote either by casting your vote in person at the meeting, or by marking, signing, and dating each proxy card you receive and returning it in the prepaid envelope, by telephone, or electronically through the Internet by following the instructions included on your proxy card. Internet and telephone voting is available through 11:59 p.m. Eastern Time on Thursday, May 5, 2016. The telephone and Internet voting procedures are designed to authenticate votes cast by use of a personal identification number. The procedures, which are designed to comply with Delaware law, allow stockholders to appoint a proxy to vote their shares and to confirm that their instructions have been properly recorded.
If you hold your shares in “street name” through a broker or other nominee, you may be able to vote by telephone or electronically through the Internet in accordance with the voting instructions provided by that institution. You must obtain a legal proxy from the broker or other nominee that holds your shares if you wish to vote in person at thetarget annual meeting. If you do not provide voting instructions to your broker in advance of the annual meeting, your broker will have discretionary authority to vote on “routine matters.” The ratification of the appointment of the independent registered public accounting firm in Item 2 is the only item on the agenda for the annual meeting that is considered routine.
What does the Board recommend?
The Board’s recommendations are set forth after the description of each item in this proxy statement. In summary, the Board recommends a vote:
FOR election of the 11 director nominees (see Item 1 on page 7);
FOR ratification of the appointment of the independent auditor (see Item 2 on page 7);
FOR the advisory resolution to approve executive compensation (see Item 3 on page 8); and
AGAINST the stockholder resolution recommending implementation of a simple majority voting standard in our governance documents (see Item 4 on page 8).
How will my shares be voted?
Your shares will be voted as you indicate on the proxy card. Except as indicated below with respect to shares held in the 401(k) Plan, if you return your signed proxy card but do not mark the
boxes indicating how you wish to vote, your shares will be voted FOR the election of the 11 director nominees listed below; FOR the ratification of the appointment of Ernst & Young LLP as the Company’s independent auditor for 2016, FOR the advisory resolution to approve executive compensation, and AGAINST the stockholder resolution recommending implementation of a simple majority voting standard in our governance documents.
Can I change my vote or revoke my proxy after I return my proxy card, or after I vote by telephone or electronically?
Yes. Even after you have submitted your proxy, you may change your vote at any time before the proxy is exercised at the meeting. Regardless of the way in which you submitted your original proxy, you may change it by:
| (1) | | Returning a later-dated signed proxy card; |
| (2) | | Delivering a written notice of revocation to Computershare Investor Services, P.O. Box 43006, Providence, RI 02940-3078; |
| (3) | | Voting by telephone or the Internet until 11:59 p.m. Eastern Time on Thursday, May 5, 2016; or |
| (4) | | Voting in person at the meeting. |
If your shares are held through a broker or other nominee, you will need to contact that institution if you wish to change your voting instructions.
How do I vote my 401(k) shares?
If you participate in the Company’s Employees’ Profit Sharing, Retirement and Savings Plan and Trust (the “401(k) Plan”), you may give voting instructions as to the number of share equivalents allocated to your account as of the record date. You may provide voting instructions to the trustee under the 401(k) Plan by completing and returning the proxy card accompanying this proxy statement. The trustee will vote your shares in accordance with your duly executed instructions if they are received by 11:59 p.m. Eastern Time, Tuesday, May 3, 2016. If you do not send instructions by this deadline or if you do not vote by proxy, or return your proxy card with an unclear voting designation or no voting designation at all, the trustee will vote the number of shares equal to the share equivalents credited to your account in the same proportion that it votes shares for which it did receive timely instructions.
What vote is required to approve each item?
In the election of directors, each nominee must receive more “FOR” votes than “AGAINST” votes in order to be elected as a director. Instructions to “ABSTAIN” and broker non-votes will have no effect on the election of directors.Your broker or nominee will not be permitted to vote on the election of directors without instructions from the beneficial owner. As a result, if you hold your shares through a broker or nominee, they will not be voted in the election of directors unless you affirmatively vote your shares in accordance with the voting instructions provided by that institution.
For ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm, the affirmative vote of the holders of a majority of the shares of Class A common stock present in person or represented by proxy and entitled to vote on the item will
be required for approval. Instructions to “ABSTAIN” with respect to this item will be counted for purposes of determining the number of shares represented and entitled to vote. Accordingly, an abstention will have the effect of a vote “AGAINST” this item. Broker non-votes will not have any effect on the outcome of votes for this item.
For approval of (i) the advisory resolution to approve executive compensation and (ii) the stockholder resolution recommending implementation of a simple majority voting standard in our governance documents, the affirmative vote of the holders of a majority of the shares of Class A common stock present in person or represented by proxy and entitled to vote on the items will be required for approval.Your broker or nominee will not be permitted to vote on these items without instructions from the beneficial owner. As a result, if you hold your shares through a broker or nominee, they will not be voted to approve on an advisory basis the Company’s executive compensation, or to approve the stockholder resolution recommending implementation of a simple majority voting standard in our governance documents, unless you affirmatively vote your shares in accordance with the voting instructions provided by that institution.Instructions to “ABSTAIN” with respect to these two items will be counted for purposes of determining the number of shares represented and entitled to vote. Accordingly, an abstention will have the effect of a vote “AGAINST” these items. Broker non-votes will not have any effect on the outcome of votes for these items.
Who will count the vote?
Representatives of Computershare Investor Services, our independent stock transfer agent, will count the votes and act as the inspector of election.
What shares are included on my proxy card(s)?
The shares on your proxy card(s) represent ALL of your shares of Class A common stock that the Company’s stock transfer records indicate that you hold, including (i) any shares you may hold through the Computershare Investor Services Program for Marriott International, Inc. Stockholders administered by Computershare Investor Services; and (ii) if you are a current or former Marriott employee, any shares that may be held for your account by The Northern Trust Company as custodian for the 401(k) Plan. Shares that you hold in “street name” through a broker or other nominee are not included on the proxy card(s) furnished by the Company, but the institution will provide you with a voting instruction form.
What does it mean if I receive more than one proxy card?
If your shares are registered under different names or are held in more than one account, you may receive more than one proxy card. In order to vote all your shares, please sign and return all proxy cards, or if you choose, vote by telephone or through the Internet using the personal identification number printed on each proxy card. We encourage you to have all accounts registered in the same name and address (whenever possible). You can accomplish this by contacting our transfer agent, Computershare Investor Services, at (800) 311-4816.
How will voting on any other business be conducted?
Although we currently do not know of any business to be considered at the 2016 annual meeting other than the proposals described in this proxy statement, if any other business is properly presented at the annual meeting, your proxy gives authority to J.W. Marriott, Jr. and/or Arne M. Sorenson (with full power of substitution) to vote on such matters at their discretion.
When are stockholder proposals for the 2017 annual meeting of stockholders due?
To be considered for inclusion in our proxy statement for the 2017 annual meeting of stockholders, stockholder proposals must be received at our offices no later than the close of business December 7, 2016. Proposals must comply with Rule 14a-8 under the Securities Exchange Act of 1934, and must be submitted in writing to the Corporate Secretary, Marriott International, Inc., Department 52/862, 10400 Fernwood Road, Bethesda, Maryland 20817.
In addition, our bylaws require that, if a stockholder desires to introduce a stockholder proposal, other than a nomination for the election of directors, from the floor of the 2017 annual meeting of stockholders, notice of such proposal must be delivered in writing to the Company’s Secretary at the above address no earlier than January 6, 2017 and no later than February 5, 2017. However, if the 2017 annual meeting of stockholders is more than thirty days before or more than seventy days after the anniversary date of this year’s annual meeting, the stockholder’s notice must be delivered no earlier than the close of business on the 120th day prior to such annual meeting and no later than the close of business on the later of the 90th day prior to such meeting or the 10th day following the date on which public announcement of the meeting date is first made. If a stockholder desires to nominate a director from the floor of the 2017 annual meeting of stockholders, our bylaws require that notice of such nomination be delivered in writing to the Company’s Secretary at the above address no later than February 5, 2017. However, in the event that the 2017 annual meeting of stockholders is more than thirty days before or more than sixty days after the anniversary date of this year’s annual meeting, the stockholder’s notice must be so delivered no later than the close of business on the seventh day following the date on which notice of such meeting is first given to stockholders. The notice of such written proposal or nomination must comply with our bylaws. The Chairman of the meeting may refuse to acknowledge or introduce any stockholder proposal or nomination if notice thereof is not received within the applicable deadlines or does not comply with our bylaws. If a stockholder fails to meet these deadlines or satisfy the requirements of Rule 14a-4 under the Securities Exchange Act of 1934, the proxies we solicit allow us to vote on such proposals as we deem appropriate. You can find a copy of our bylaws in the Investor Relations section of the Company’s website(www.marriott.com/investor) by clicking on “Governance” and then “Documents & Charters,” or you may obtain a copy by submitting a request to the Corporate Secretary, Marriott International, Inc., Department 52/862, 10400 Fernwood Road, Bethesda, Maryland 20817.
Will there be a sign language interpreter at the meeting?
If you would like to have a sign language interpreter at the annual meeting, please send your request in writing to the Corporate Secretary, Marriott International, Inc., Department 52/862, 10400 Fernwood Road, Bethesda, Maryland 20817. We must receive your request no later than April 28, 2016.
How much did this proxy solicitation cost and who paid that cost?
The Company paid for this proxy solicitation. We hired MacKenzie Partners, Inc. to assist in the distribution of proxy materials and solicitation of votes for an estimated fee of $8,500, plus reimbursement of certain out-of-pocket expenses. We also reimburse brokerage houses and other custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to stockholders. Proxies will be solicited by mail, telephone, or other means of communication. Our directors, officers and regular employees who are not specifically employed for proxy solicitation purposes and who will not receive any additionalequity compensation for such activities may also solicit proxies.
Can I receive future2023.
Alignment Between Company Performance and Annual Realizable Pay
The following graph shows the historical alignment between Company performance (measured as total stockholder
communications electronically throughreturn (“TSR”)) and the
Internet?Yes. You may elect to receive future notices of meetings, proxy materials,President and CEO’s average annual reports electronically through the Internet. If you have previously consented to electronic delivery, your consent will remain in effect until withdrawn. To consent to electronic delivery:
Realizable Pay (as defined below) over 3-year rolling periods. President and CEO Realizable Pay and Company TSR Performance
*
| • | | If your sharesRealizable Pay is the sum of salary and bonuses paid, annual incentives earned, and balances of stock awards granted over each 3-year period (including supplemental stock awards). Stock award balances are registered in your own name, and not in “street name” through a broker or other nominee, simply log in to the Internet site maintained by our transfer agent, Computershare Investor Services, atwww.computershare.com/investor and the step-by-step instructions will prompt you through enrollment.
|
| • | | If your shares are registered in “street name” through a broker or other nominee, you must first vote your shares using the Internet, atwww.proxyvote.com, and immediately after voting, fill out the consent form that appears on-screenvalued at the end of the Internet voting procedure.
3-year period and include the “in-the-money” value of SARs, and the value of PSUs (valued assuming target performance) and RSUs granted during the 3-year period. Realizable Pay is for Mr. Capuano for 2021-2023 and for Arne M. Sorenson, our former President and CEO, for 2017-2020. TSR reflects both stock price appreciation and reinvested dividends. The 3-year TSR rolling percentage is determined using 60-day average opening and closing prices. |
You may withdraw this consent at any time and resume receiving stockholder communications in print form.
10 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
PROPOSALSTABLE OF CONTENTS
Executive Compensation Best Practices
Consistent with our commitment to executive compensation best practices, the Company maintained the following NEO compensation practices for 2023:
What
We Do | | | • Executive compensation is strongly linked to the Company’s operating and financial performance and strategic business priorities
• The Human Resources and Compensation Committee follows a rigorous process in determining NEO pay, including detailed review of multiple short- and long-term performance factors and market compensation information
• The Human Resources and Compensation Committee emphasizes long-term pay and performance alignment by having long-term equity represent the largest component of annual target total direct compensation (approximately 65%-75% of total) and by having 50% of annual equity awards granted to the President and CEO be three-year PSUs
• The Human Resources and Compensation Committee considers diversity and inclusion progress as part of its determination of executive compensation
• The Human Resources and Compensation Committee reinforces its commitment to long-term performance through robust stock ownership requirements that discourage excessive risk-taking to achieve short-term returns. NEOs must retain 50% of the net after-tax shares under equity awards granted after becoming an NEO until they satisfy their applicable ownership requirement
• NEOs are subject to compensation clawback requirements that can be triggered by either an accounting restatement or by serious misconduct
• The Human Resources and Compensation Committee oversees and reviews an annual compensation risk assessment
• The Human Resources and Compensation Committee is composed solely of independent members of the Board and retains an independent compensation consultant
• We provide stockholders with an annual vote to approve, on a non-binding, advisory basis, the compensation of the NEOs and are available for engagement with stockholders on the Company’s compensation process and policies |
What
We Do
Not Do | | | • We do not have employment contracts with NEOs
• We do not offer defined benefit pension plans or supplemental executive retirement plans for our NEOs
• We do not provide tax gross-ups
• We do not have executive severance plans for our NEOs
• We do not provide “single trigger” change in control benefits
• We do not reprice options or SARs without stockholder approval, nor do we buy out underwater options or SARs
• We do not allow associates, including NEOs, or directors to engage in hedging or derivative transactions related to Marriott securities
• We do not allow directors or executive officers to hold Company stock in margin accounts or pledge such stock as collateral for loans, subject to limited exceptions for non-independent directors who are not executive officers
• We do not pay or accrue dividends or dividend equivalents on unvested or unexercised equity awards |
2024 Proxy Statement | | | Marriott International, Inc. | | | 11 |
TABLE OF CONTENTS
Election of Directors
All of our
The 12 current directors
listed below are standing for election at the
2016 annual meeting, and2024 Annual Meeting. If elected, each director
elected will hold office for a
one-year term expiring at the
20172025 annual meeting of stockholders
orand until his or her successor is elected
or appointed and qualified.
The following 11 current directors of the Company have been nominated for re-election as a director:
David S. Marriott | | | Deborah M. Harrison | |
J.W. Marriott, Jr. | | Lawrence W. Kellner | | Steven S Reinemund |
Mary K. Bush | | Debra L. Lee | | Arne M. Sorenson | Grant F. Reid |
DeborahAnthony G. Capuano | | | Frederick A. Henderson | | | Aylwin B. Lewis | | | Horacio D. Rozanski |
Isabella D. Goren | | | Lauren R. Hobart | | | Margaret M. HarrisonMcCarthy | | George Muñoz | | Susan C. Schwab |
Frederick A. Henderson | | W. Mitt Romney | | |
You can find information on the director nominees
beginning on page 13.We do not knowin the “Nominees to our Board of any reason why anyDirectors” section of this proxy statement.
Each of the
director nominees
would be unableis currently a director of the Company and has been elected to
serve.hold office until the 2024 Annual Meeting and until his or her successor is elected and qualified. Each of the director nominees has consented to being named in this proxy statement and to serve if elected. However, if
before proxies are voted at the Annual Meeting any of the nominees should become unable to
serve or will not serve as a director, the Board may designate a substitute nominee or reduce the size of the Board. If the Board designates a substitute nominee, the persons named as proxies will vote “FOR” that substitute nominee.
Eric Hippeau, who has served on the Board since 2016, and prior to that time served on the board of Starwood Hotels & Resorts Worldwide, has attained the age of 72 and therefore was not nominated for re-election as a director, consistent with the retirement policy in the Company’s Governance Principles. As a result, his term on the Board will end at the Annual Meeting. Mr. Hippeau helped guide the Board through the Starwood integration, was a founding member of our Technology and Information Security Oversight Committee, and has been an important contributor to the Human Resources and Compensation Committee. The Board thanks him for his significant contributions and distinguished service.
With Mr. Hippeau’s impending departure, the Board has reduced its size from 13 to 12, effective as of the expiration of Mr. Hippeau’s term at the 2024 Annual Meeting.
The Company’s
bylawsBylaws prescribe the voting standard for election of directors as a majority of the votes cast in an uncontested election, such as this one, where the number of nominees does not exceed the number of directors to be elected. Under this standard, a nominee must receive more “FOR” votes than “AGAINST” votes in order to be elected as a director.
In a contested election, where the number of nominees exceeds the number of directors to be elected (which is not the case at the 2016 annual meeting), the directors will be elected by a plurality of the shares present in person or by proxy and entitled to vote on the election of directors. Under the Company’s Governance Principles, if a nominee who already serves as a director is not elected, that nominee shall tender his or her resignation to the Board. The Nominating and Corporate Governance Committee will then recommend to the Board whether to accept or reject the resignation, or whether other action should be taken. Within 90 days of the certification of election results, the Board will determine whether to accept or reject the resignation and will publicly disclose its decision promptly thereafter.
The Board recommends
In a
vote FOR eachcontested election, where the number of nominees exceeds the number of directors to be elected (which is not the case at the Annual Meeting), the directors will be elected by a plurality of the
11 director nominees.shares present in person or by proxy and entitled to vote on the election of directors.
The Board recommends that stockholders vote FOR each of the 12 director nominees. |
Ratification of Appointment of
Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm
for Fiscal Year 2024
The Audit Committee of the Board has appointed Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year
2016.2024. Ernst & Young LLP, a registered public accounting firm, has served as the Company’s independent registered public accounting firm since May 3, 2002. Ernst & Young LLP will examine and report to stockholders on the consolidated financial statements and the effectiveness of internal control over financial reporting of the Company and its
consolidated subsidiaries.
We expect that representatives of Ernst & Young LLP will
be present atattend the
annual meeting,Annual Meeting, have an opportunity to make a statement if they so desire, and be available to respond to appropriate questions. You can find information on pre-approval of independent auditor fees and Ernst & Young LLP’s fiscal
years 2015year 2023 and
20142022 fees
beginning on page 25.in the “Audit Committee Report and Independent Auditor Fees” section of this proxy statement. Although the Audit Committee has
discretionary authority to appoint the independent auditors,auditor, the Board is seeking
12 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
TABLE OF CONTENTS
stockholder ratification of the appointment of the independent
auditorsauditor as a matter of good corporate governance. If
the stockholders do not ratify the appointment of Ernst & Young LLP, the Audit Committee will take that into consideration when determining whether to continue the firm’s engagement.
The Board recommends a vote FOR ratification of Even if stockholders ratify the appointment of Ernst & Young LLP, as the Company’s independent registered public accounting firm for fiscalAudit Committee, in its discretion, may select a different auditor at any time during the year 2016.
if it determines doing so to be in the best interests of the Company and its stockholders.
The Board recommends that stockholders vote FOR ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2024. |
Advisory
ResolutionVote to Approve Executive Compensation
We are asking stockholders to approve a non-binding advisory resolution on the compensation of our Named Executive Officers (“NEOs”),NEOs, as disclosed in this proxy statement.
Although the resolution, commonly referred to as a “say-on-pay” resolution, is non-binding,
ourthe Board
of Directorsand Human Resources and Compensation
Policy Committee value your opinions and will consider the outcome of the vote when making future compensation decisions. After consideration of the vote of stockholders at the
20112023 annual meeting of stockholders and consistent with the Board’s recommendation, the Board’s current policy is to hold an advisory vote on executive compensation on an annual basis, and accordingly, after the
2016 annual meeting,Annual Meeting, the next advisory vote on the compensation of our NEOs is expected to occur at our
20172025 annual meeting of stockholders.
We urge you to read the Compensation Discussion and Analysis (“CD&A”)
beginning on page 27section of this proxy statement, which describes in detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the Summary Compensation Table and other related compensation tables and narrative,
appearing on pages 45 through 53, which provide detailed information on the compensation of our NEOs.
The Board believes that our current executive compensation program achieves an appropriate balance of long- and short-term performance incentives, reinforces the link between executive pay and the Company’s long-term performance and stock value, and thereby aligns the interests of our NEOs with those of
our stockholders.
In accordance with Section 14A of the
Securities Exchange Act
of 1934 (the “Exchange Act”), and as a matter of good corporate governance, we are asking stockholders to approve the following advisory resolution at the
2016 annual meeting:Annual Meeting:
RESOLVED, that the stockholders of Marriott International, Inc. (the “Company”) approve, on an advisory basis, the compensation of the Company’s
named executive officersNamed Executive Officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and narrative in the Proxy Statement for the Company’s
20162024 Annual Meeting of Stockholders.
The Board recommends that you vote FOR approval of the advisory resolution on executive compensation.
The Board recommends that stockholders vote FOR approval of the advisory resolution to approve executive compensation. |
2024 Proxy Statement | | | Marriott International, Inc. | | | 13 |
ITEM 4—TABLE OF CONTENTS
Stockholder Resolution Recommending Implementation ofRequesting that the Company Commission a Simple Majority Voting Standard in our Governance DocumentsMyra K. YoungThird-Party Civil Rights Audit
Trillium ESG Global Equity Fund (the “proponent”),
9295 Yorkship Court, Elk Grove, CA 95758 (owner of 75 shares of our Class A common stock),whose address and stockholdings will be provided by us upon written or oral request, has advised the Company that
sheit plans to present the following
proposal at the annual meeting.Annual Meeting. If the proposal is properly presented at the Annual Meeting by or on behalf of the proponent, the Board unanimously recommends a vote “AGAINST” the following stockholder resolution. We have included the proponent’s proposal in this proxy statement pursuant to SEC rules, and the Board’s response to it follows. The proponent’s proposal contains assertions about the Company or other statements that we believe are incorrect. We have not attempted to refute all inaccuracies.
The Proponent’s Proposal
Proposal 4—Simple Majority Vote
RESOLVED,
Civil Rights Audit
Resolved: Shareholders requesturge the board of directors to oversee a third-party audit (within a reasonable time and cost) which assesses and produces recommendations for improving the civil rights impact of its policies, practices, products, and services. Input from stakeholders, including civil rights organizations, employees, and customers, should be considered in determining the specific matters to be assessed. A report on the audit, prepared at reasonable cost and omitting confidential/proprietary information, should be published on the company's website.
In 2020, Marriott published a statement affirming, “We believe racism should be eradicated” and states on its website that ''Diversity and inclusion is fundamental to our board takecore values and strategic business goals.”1 Though Marriott has initiatives to address discrimination, its current actions may be insufficient to address controversies involving the steps necessary socompany.
Marriott is connected to allegations of employment discrimination. In September 2022, the Department of Labor found that each voting requirementa resort operated by Marriott in our charterTennessee discriminated against 250 Black, Asian, and bylawsfemale job applicants for housekeeping roles during 2018-2020.2 Marriott agreed to pay $630,732 in back wages and to offer jobs to 49 affected people without admitting nor denying wrongdoing. In September 2023, Marriott was ordered to pay $20 million in damages to an employee after a jury found that calls forreasonable disability accommodations were not made.3
The alleged culture of discrimination may also affect customers. In July 2022, a greater than simple majority vote be eliminated,Marriott patron received an invoice with an anti-Asian slur after a stay in Pennsylvania. The patron claimed that Marriott distanced itself from the incident because it occurred at a franchise and replaced bysuggested the slur was a requirement for a majority“clerical error.”4 Current company reporting is not clear on how Marriott addresses controversies around alleged discrimination involving employees or customers.
Marriott's association with the alleged predatory lending of the
votes castMarriott Employees' Federal Credit Union (MEFCU) also raises concerns. While MEFCU operates as a separate entity, its products, available through Marriott's human resources offices, have been flagged for
and against applicable proposals, or a simple majority in compliance with applicable laws. If necessary this means the closest standardunusually high fees compared to
a majoritypeer institutions. Workers allegedly use “Mini Loans,” which have an effective rate of 46 percent inclusive of the
votes cast forapplication fee and
18 percent interest rate, to afford basic living expenses when Marriott's fluctuating hours result in insufficient income.5 After a class action lawsuit was filed against
such proposals consistentMEFCU in 2018, the case was settled in 2020 with
applicable laws.Shareowners are willingMEFCU denying wrongdoing.6 We believe that the combination of unstable schedules and providing access to pay a premium for shareshigh-interest loans likely perpetuates the cycle of companiespoverty and racial inequality.
A civil rights audit would help Marriott identify, prioritize, remedy and avoid adverse impacts on marginalized communities and assist the company in effective resource allocation, while giving shareholders assurance that have excellent corporate governance. Supermajority voting requirements, the target of this proposal, have been foundMarriott has adequate controls to be one of 6 entrenching mechanismsaddress controversies that are negatively related to company performance according to “What Matters in Corporate Governance” by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School. Supermajority requirements are used to block initiatives supported by most shareowners but opposed by a status quo management.present risks.
14 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
TABLE OF CONTENTS
This proposal topic won from 74% to 88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy, McGraw-Hill and Macy’s. The proponents of these proposals included Ray T. Chevedden and William Steiner.
Currently a 1%-minority can frustrate the will of our 90%-shareholder majority. Our company has certain 67% voting thresholds to transition to improved corporate governance.
Items To Be Voted On
top of this formidable 67% barrier, the status quo Marriott family owns 24% of our stock. Thus certain changes might require an impossible 91% vote from independent shareholders in order to pass.We gave 47% support to this proposal topic in 2014. This 47% vote represented the substantial majority of independent Marriott shareholders. The Marriott family controlled 24% of the shares eligible to vote in 2014 and significantly more than 24% of the shares that were actually voted at the 2014 annual meeting. Yet the 2014 version of this proposal still received 47% of the total votes cast for and against this topic—an impressive showing.
Please vote to enhance shareholder value:
Simple Majority Vote—Proposal 4
The Board will oppose this proposal if it is properly presented at the 2016 annual meeting and recommends a vote AGAINST this proposal forproposal.
Since our Company’s founding, we have been guided by the
following reasons:Theprinciples of taking care of others, welcoming all, and putting people first. These values are ingrained in our culture and how we conduct business, and they are on display at our hotels and in our associates every day. With that context, the Board recommends that stockholders vote against this stockholderthe proposal for the following reasons:
We have strong, clear, and effective policies and practices designed to support and enrich our culture. Our associate engagement scores consistently exceed the “Best Employer” external benchmark, and we were recognized as #10 on the Fortune 100 Best Companies to Work For list in 2023, a list we have been on for 26 consecutive years. We have also been named to the Top 50 Companies for Diversity Hall of Fame from Fair360 (formerly Diversity, Inc.) and we are regularly recognized by other independent evaluators, examples of which we have noted at right.
The Board plays an active role in maintaining our culture and overseeing our work on the issues raised in the proposal, including through its Inclusion and Social Impact Committee (ISIC), which celebrated its 20th anniversary last year. We have dedicated internal teams responsible for driving our initiatives across diversity and inclusion, multicultural affairs, and human rights, and we have robust structures in place to respond if we do not meet an associate’s or guest’s expectations.
We believe that our frameworks for responding to matters related to diversity and inclusion and welcoming all already fulfill the core objectives of the proposal and that a long and costly audit process is not necessary and would not provide meaningful or actionable information to the Company or stockholders.
The proponent suggests that we have a “culture of discrimination,” citing a handful of disparate allegations spread over a number of years. We strongly disagree. Our Company looks after hundreds of thousands of associates, owners and franchisees across the globe, and countless other stakeholders within our supply chain and our communities, not to mention the tens of millions of customers we welcome to our properties every year. These individuals build careers with us and choose to do business with us because of our commitment to our people-first culture and strong core values. After receiving the proposal, we met with the proponent to highlight our culture and discuss the proposal, including the unique circumstances of the incidents cited in the proposal and how we responded to each. We are confident that through continued dialogue the proponent would have gained a greater appreciation for our culture and existing frameworks to create and enrich an environment that is inclusive and welcoming of all.
SELECT 2023 AWARDS
AND RECOGNITION
Fortune 100 Best Companies to Work
For, Fortune/Great Place to Work
Best Workplace for Women,
Fortune/Great Place to Work
Best Workplace for Millennials,
Fortune/Great Place to Work
Best Workplace for Parents,
Fortune/Great Place to Work
Worlds Most Admired Companies, Fortune
100 Companies That Care,
PEOPLE Magazine/Great Place to Work
Corporate Equality Index: Equality 100
Award, Human Rights Campaign
America's Greatest Workplaces,
Newsweek
America’s Greatest Workplaces for
Parents and Families, Newsweek
World's Best Companies 2023, TIME
World’s Top Company for Women, Forbes
Bloomberg Gender-Equity Index, Bloomberg
Best Companies for Diversity, Equity and Inclusion, Black Enterprise
Disability Equality Index, Disability:IN
100 Best Companies, Seramount
Top Company for Executive
Women, Seramount
Top 50 Best Companies for Latinas to Work in the US, Latina Style |
Marriott’s Culture of Inclusion and Welcoming All
As a hospitality company with a portfolio that spans the globe, we strive to understand, respect, and welcome all. To accomplish this, we work to create a safe, fair, and inclusive workplace for our associates and a safe, secure, and hospitable environment for our guests.
We utilize a variety of tools, resources, and initiatives to educate leaders and associates on diversity and inclusion, treating individuals with dignity and respect, and instilling a sense of belonging. For example, our “Respect for All: Putting People First Since 1927” initiative is a platform promoting a culture of inclusion that leverages resources, training, best practices, and content related to diversity and inclusion, including a focus on understanding customer cultures and guest needs with the goal of enabling associates to provide exceptional customer service to all. We also aim to cultivate a sense of belonging within our workforce through our executive-sponsored, associate-led Asian & Pacific Islander, Black, Hispanic, LGBTQ+ ONE, Women’s, and Young Professionals Associate Resource Groups (ARGs). ARGs, which are open to all, engage our associates, enhance our culture, and support recruitment, retention, and diversity and inclusion efforts. These initiatives and more are described in greater detail in our annual Serve 360 Report.
2024 Proxy Statement | | | Marriott International, Inc. | | | 15 |
TABLE OF CONTENTS
Likewise, our commitment to welcoming all guests includes engaging with diverse groups, creating inclusive guest experiences, and supporting key diversity and inclusion initiatives. Recent efforts include Marriott’s award winning LoveTravels campaign, which represents our platform to engage diverse and socially driven consumers over our shared values and reinforce our commitment to diversity, inclusion, and social impact, as well as our continuing work with the disability community to explore ways to welcome and improve the stay experience for guests with disabilities.
Maintaining and Enhancing a Culture of Inclusion and Welcoming All
In 2003, we were the first in our industry, and one of the first companies in the country, to establish a Board of Directors-led committee focused on advancing inclusive opportunity. Today, the ISIC oversees the Company’s strategy, efforts, and commitments related to its people-first culture, associate well-being and inclusion, and other sustainability and social impact matters. At the management level, our Serve 360 Executive Leadership Council, comprised of senior leaders representing each discipline and global division, and our Serve 360 Advisory Council, comprised of continent operations, human resources, and division leaders, guide our efforts to make progress toward company goals, including our efforts to empower through opportunity and welcome all and advance human rights. We publish details about our oversight and governance approach in our annual Serve 360 Report and in our governance documents and other disclosures throughout the year.
To maintain and further our culture of inclusion and welcoming all, we implement policies, procedures, and programs to help guide our day-to-day business conduct and promote a culture of fair treatment. These policies include:
The Business Conduct Guide, available in 15 languages, describes the Company’s pledge, and its expectations for associates, to conduct business in an ethical and responsible manner, including to respect guests and each other.
The Global Equal Opportunity Statement and Harassment and Professional Conduct Policy strictly prohibits sexual and other forms of harassment, discrimination, and retaliation. All allegations of sexual harassment within the Company are required to be referred to the internal investigations department and/or associate relations department.
Our Principles of Responsible Business detail our efforts to demonstrate our core values and a culture that represents the highest standards of ethics, integrity, guest and associate experience, and corporate citizenship.
We maintain robust structures to engage and respond when issues arise, and we provide several avenues to encourage associates to ask questions, raise concerns, speak up, and otherwise report violations of these policies or other workplace concerns, including through our Business Integrity Line or by contacting our Internal Audit or Law departments.
Human Rights Leadership
Our Human Rights Policy Statement, adopted in 2006 and most recently updated in 2017, acknowledges and reflects the principles contained in the United Nations Universal Declaration of Human Rights and the United Nations Guiding Principles on Business and Human Rights. The policy describes our goal to provide a safe and healthy working environment for all associates, as it relates to harassment and discrimination prevention, child labor, freedom of association, and human trafficking and forced labor. Among other important human rights initiatives, we require human trafficking awareness training for all on-property associates at both managed and franchised hotels. As of year-end 2023, more than 1.2 million associates had completed the training since it was launched in 2016. We also donated the training to PACT (previously ECPAT-USA), with support from the American Hotel and Lodging Association Foundation, to make it available to the entire hospitality industry at no cost. Between 2020, when we initially donated the training, through year-end 2023, the training has been completed more than 1.6 million times by hotel workers outside of Marriott.
A Civil Rights Audit Is Unnecessary and Duplicative of Our Ongoing Work
The Company actively addresses the core concerns of the proposal through the policies, practices, and protocols outlined above as well as numerous other programs and initiatives. We maintain and enhance our culture of welcoming all through dedicated teams, active executive and Board oversight, robust structures to engage and respond when concerns arise, and regular reviews and updates to relevant policies and training materials. Commissioning a broad, open-ended third-party audit and publishing the requested report would be a long and costly process that would divert resources away from doing the actual work to pursue these important programs and initiatives. For all these reasons, as discussed below. After careful consideration,we do not believe a third-party audit would be a prudent use of corporate resources or provide a meaningful benefit to the Company or stockholders.
For these reasons, the Board recommends a vote AGAINST the proposal. |
16 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
TABLE OF CONTENTS
Stockholder Resolution Requesting the Company Annually Prepare a Racial and Gender Pay Gap Report Myra K. Young (the “proponent”), whose address and stockholdings will be provided by us upon written or oral request, has advised the Company that she plans to present the following proposal at the Annual Meeting. If the proposal is properly presented at the Annual Meeting by or on behalf of the proponent, the Board unanimously recommends a vote “AGAINST” the following stockholder resolution. We have included the proponent’s proposal in this proxy statement pursuant to SEC rules, and the Board’s response to it follows. The proposal contains assertions about the Company or other statements that we believe are incorrect. We have not attempted to refute all inaccuracies.
The Proponent’s Proposal
Item 5 – Racial and Gender Pay Gap Report
Resolved: Myra K. Young of CorpGov.net and other shareholders request Marriott International, Inc. (“Company” or “Marriott”) report on median pay gaps across race and gender, including associated policy, reputational, competitive, and operational risks, and risks related to recruiting and retaining diverse talent. The report should be prepared at reasonable cost, omitting proprietary information, litigation strategy, and legal compliance information.
Racial/gender pay gaps are defined as the difference between non-minority and minority/male and female median earnings expressed as a percentage of non-minority/male earnings (Wikipedia/OECD, respectively).
Supporting Statement: An annual report adequate for investors to assess performance could, with board discretion, integrate base, bonus, and equity compensation to calculate:
percentage median gender pay gap, globally and/or by country, where appropriate
percentage median racial/minority/ethnicity pay gap, US and/or by country, where appropriate
Whereas: Pay inequities persist across race and gender. They pose substantial risks to companies and society. Black workers’ median annual earnings represent 77 percent of white wages. The median income for women working full time is 84 percent of that of men. Intersecting race, Black women earn 76 percent and Latina women 63 percent.1 At the current rate, women will not reach pay equity until 2059, Black women in 2130, and Latina women in 2224.2
Citigroup estimates closing minority and gender wage gaps 20 years ago could have generated 12 trillion dollars in additional national income. PwC estimates closing the gender pay gap could boost the economies of Organization for Economic Cooperation and Development (OECD) countries by $2 trillion annually.3 Actively managing pay equity is linked to superior stock performance and return on equity.4
Best practice pay equity reporting consists of two parts:
1.
| Unadjusted median pay gaps, assessing equal opportunity to high-paying roles, |
2.
| Statistically adjusted gaps, assessing whether minorities and non-minorities, men and women, are paid the same for similar roles. |
Marriott reports only statistically adjusted pay gaps but ignores unadjusted gaps, which address the structural bias women, and underrepresented minorities face regarding job opportunities and pay, particularly when men hold most higher-paying jobs. While we are glad, Marriott now reports adjusted pay gaps, median pay shows, quite literally, how Marriott assigns value to employees through roles they inhabit and pay they receive. Median pay gap reporting also provides a digestible and comparable data point to determine progress over time.
2024 Proxy Statement | | | Marriott International, Inc. | | | 17 |
TABLE OF CONTENTS
Racial and gender-unadjusted median pay gaps are accepted as the valid way of measuring pay inequity by the United States Census Bureau, Department of Labor, Organization for Economic Cooperation and Development, and International Labor Organization. The United Kingdom and Ireland mandate disclosure of median gender pay gaps.
It is also worth considering that Marriott reported a CEO pay ratio of 477 to 1.
Pay Equity Affirms Human Rights and Increases Long-Term Shareholder Value
Vote FOR Racial and Gender Pay Gap Report – Proposal 5
Board Response
The Board recommends a vote AGAINST this proposal.
This proposal is substantially similar to the proposal the proponent submitted last year. The Board has determinedconsidered the proposal, as well as the results from last year’s vote, where more than 75% of the shares voted were against the proposal, and recommends that adopting this proposalstockholders again vote against it for the following reasons:
Our compensation policies are grounded in equity and designed to reflect competitive pay for performance. We have robust and proactive policies and procedures in place that are designed to identify, minimize, and rectify unintended pay gaps. We remain committed to the principle of equal pay for equal work and providing opportunities for advancement to our associates regardless of race, gender, ethnicity, or any other factor at all levels of the Company.
We annually publish our Serve 360 Report, which already includes pay equity disclosures as well as managerial and executive representation data. That information provides our stockholders and other stakeholders with fulsome and relevant information to assess the Company’s pay equity processes and outcomes. Unadjusted pay equity statistics would not serveprovide any additional information about our pay practices or our efforts to enhance stockholder valueidentify, minimize, and therefore, itrectify unintended pay gaps, and would not provide meaningful or actionable information.
Our compensation policies and practices are grounded in equity and reflect competitive pay for performance.
Pay equity is foundational to our compensation structures and practices. In the U.S., the vast majority of our jobs are hourly paid positions, which are generally compensated based on fixed or defined pay rates based on tenure. This highly structured compensation framework helps to prevent the exercise of managerial discretion in setting pay rates and means that our U.S. hourly paid employees generally are paid the same rate as others with the same job and tenure in their geographic location. Similarly, for our non-hourly management employees, there are well-established pay bands for all roles, and pay equity is evaluated at the time of an initial job offer and throughout the employment life cycle. Globally, during the application process, we prohibit inquiries into salary history and ban the use of compensation history when establishing starting pay for new hires.
We also have robust and proactive policies and procedures in place that are designed to identify, minimize, and rectify unintended pay gaps. We conduct a detailed statistical analysis with third parties at least annually to review gender and racial pay equity in the U.S. Additional reviews of pay and processes throughout the year are designed to support us in making adjustments due to market conditions and providing consistency to associates. Through these pay and policy adjustments, we correct for unintended pay differences, and where appropriate, adjust for market competitiveness as part of our annual and ongoing reviews. In 2023, as in 2022, pay adjustments for unintended pay differences were de minimis. We also continue to review our processes and analyses outside of the U.S. to review and analyze our equitable pay and practices more broadly.
The results are self-evident: as we reported in our 2023 Serve 360 report, a review of U.S. associates’ compensation conducted in 2023 showed that when adjusted for factors such as role, tenure, and location, U.S. associates who identified as female earn approximately 99% of what male associates earn, and U.S. associates who identified as members of a racial or ethnic minority earn approximately 99% of what non-minority associates earn.
We remain committed to transparency and meaningful disclosure.
We are proud of our compensation policies and practices and our proven ability to attract, retain, and develop a diverse and engaged workforce. As noted above, to help investors and other stakeholders assess our pay equity performance, last year we reported pay equity ratios by gender and race for U.S. employees, adjusted for factors such as experience, tenure, job function, level and scope of responsibilities, and geography. We plan to continue this reporting annually. In addition, our Annual Report on Form 10-K and annual Serve 360 Report provide detailed information about our workforce, commitment to investing in associates, and human capital strategy – including pay equity practices and policies, the representation of women in global executive and managerial roles and people
18 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
TABLE OF CONTENTS
of color in U.S. executive roles, and our EEO-1 form. Combined, this information demonstrates the Company’s performance in both paying women and racial and ethnic minority employees fairly for the roles they fill and providing access to managerial and executive opportunities.
The Board does not believe that the proposal’s additional requested reporting of unadjusted median pay gaps across race and gender globally is a practical or useful supplement to the existing reporting that we already provide annually. Unadjusted pay gap metrics compare the average pay of men and employees who do not identify as minorities to the average pay of women and employees who identify as minorities, without adjusting for any relevant factors, including factors that we believe are crucial to analyzing pay equity, such as role, tenure, and location. Given the global nature of our workforce and the dramatic differences in market-based pay by geography, we do not find unadjusted statistics to be a helpful metric to analyze pay equity nor do we believe unadjusted statistics reflect meaningful information about our compensation policies and practices or the advancement of women and minorities in our workforce. Given the information we already publish, our existing policies and procedures, and the administrative burden of collecting and comparing the pay data requested by the proposal, which would involve data from dozens of countries and territories and corresponding nationalities and currencies, the Board believes that the additional report requested by the proposal is unnecessary, would be a costly diversion of corporate resources, and is not in the best interests of
the Company or itsour stockholders.
The BoardWe also
notes that, at both the 2014 and 2015 annualmeetings, stockholders considered and rejected virtually identical stockholder proposals. The proponent notes that the proposal received 47 percent support in 2014 but failed to note that it received only 41.7 percent support at the 2015 annual meeting. The Board believes that the downward trend in support for the proposal reflects a growing sentiment among stockholders that the proposal is not appropriate for the Company.
Voting Thresholds.
A majority of votes cast is already the voting standard for electing the Company’s directors in uncontested director elections under the Company’s existing Restated Certificate of Incorporation (the “Certificate”) and Amended and Restated Bylaws (collectivelydisagree with the Certificate, the “Governance Documents”). The approvalproposal’s assertion that reporting unadjusted median pay gaps is a best practice – according to a recent third-party report from Teneo, only 7% of 66 2/3%U.S. S&P 500 companies report such information.
We embrace a holistic strategy to invest in our associates.
Pay equity is just one part of
outstanding shares is required under the Governance Documents only for certain fundamental changes to the Company’s corporate governance, including the removal of directors, certain amendments to the Governance Documents, certain transactions with “Interested Stockholders” (described below) and the approval of certain fundamental corporate changes such as a merger, consolidation, or sale of substantially all of the assets of the Company.Benefit to Stockholders of Supermajority Provisions.
Delaware law permits companies to adopt supermajority voting requirements, and a number of publicly-traded companies have adopted these provisions to preserve and maximize long-term value for all stockholders. Supermajority voting requirements on fundamental corporate matters help to protect stockholders against self-interested and potentially abusive transactions proposed by certain stockholders who may seek to advance their interests over the interests of the majority of the Company’s stockholders. For example, if the stockholder proposal were implemented, certain transactions between the Company and “Interested Stockholders” (which include stockholders who beneficially own, and affiliates of the Company that at any time in the two years preceding such a transaction have beneficially owned, at least 25% of the voting power of the Company’s stock) could be approved by only a majority of votes cast. The Board believes that the current supermajority voting standard is preferable because it would encourage Interested Stockholders to negotiate transaction terms that take into account the interests of all of the Company’s stockholders and that do not sacrifice the long-term success of the Company for short-term benefits.
Marriott has an Excellent Corporate Governance Structure.
The Company’s Board is firmly committed to good corporate governance and has adopted a wide rangeour larger set of practices designed to support, develop, and procedures that promote effective Board oversight,retain a diverse and the Company has earnedengaged workforce. Our long history of service, innovation, and growth is built on a reputation as being a leader in this area. The Board believes that the corporate governance concerns raised by the proponent are misplaced. Some of the Company’s progressive governance policies and practices include the following:
directors are elected annually by a majority of votes cast in uncontested elections
the Nominating and Corporate Governance Committee evaluates each director each year and makes a recommendation to the Board on the nomination of each for election
the Board has appointed an independent Lead Director who also chairs our Nominating and Corporate Governance Committee and presides over regular executive sessions and other meetings of the independent directors on the Board
in December 2011, the Board separated the positions of Chairman and Chief Executive Officer
the Board established a mandatory retirement age of 72 for all directors except for Mr. Marriott, Jr.
the Company did not renew a stockholder rights plan (also known as a poison pill) when it expired in 2008.
In addition, the Company’s commitment to corporate governance has been recognized by independent third parties, including byput people first. We invest in our associates, with a focus on leadership development, recognition, compensation, career opportunity, and skills training. We are focused on providing our associates with the tools, resources, and support they need to thrive – both personally and professionally. We have comprehensive compensation and benefits offerings, and we regularly evaluate these programs for competitiveness against the external talent market.
For these reasons, the Board recommends a vote AGAINST the proposal. |
2024 Proxy Statement | | | Marriott International, Inc. | | | 19 |
TABLE OF CONTENTS
Corporate
Secretary Magazine, which named the Company a finalist in the category of “Best Overall Governance
Compliance and Ethics (large cap)” in 2012, and by the Ethisphere Institute, which named Marriott among the “World’s Most Ethical Companies” in 2015, for the eight year.Consistent with its current practice, the Board will continue to evaluate the future implementation of appropriate corporate governance measures. However, for the reasons discussed above, the Board does not believe it is in the best interests of stockholders or the Company to implement the stockholder proposal’s request for the lowest possible voting thresholds on all matters on which stockholders vote.
For these reasons, the Board opposes this proposal and recommends a vote AGAINST the proposal.
CORPORATE GOVERNANCE
Board Leadership Structure
While
The Board separated the roles of Chairman and CEO in 2012 and has maintained a Lead Independent Director since 2013. The Board reviews its leadership structure as part of its succession planning process. It believes that separate Chairman and CEO roles, together with an experienced and engaged Lead Independent Director and independent committee oversight of key functions, provides robust oversight and independent leadership on the Board while maximizing the Company’s unique advantages.
Separate Board Chairman and CEO. The Board has not mandated a particular leadership structure, historically,chosen to separate the positionsroles of Chairman of the Board and Chief Executive Officer (“CEO”) were held byCEO for more than ten years. This structure allows the same person. In December 2011, as a result of J.W. Marriott, Jr.’s discussions withChairman to focus on leading the Board about relinquishingin its oversight and governance responsibilities and the role of CEO to focus on setting and as part of its ongoing reviewexecuting our strategic plans and initiatives and leading the operations of the Board leadership structure and succession planning process, the Board determined that, effective March 31, 2012, the two positions should be held by separate individuals. The Board elected J.W.Company.
David S. Marriott Jr., who hadhas served as the Chairman of the Board since May 2022. The Board believes that Mr. Marriott’s significant experience as a senior operations and CEOsales executive of the Company, and his deep understanding of Marriott’s history and culture, bring an important perspective to Board-level conversations and decision-making and make him well qualified to lead the Board in its predecessors since 1985, to the position of Executive Chairman and Chairmanoversight responsibilities. Mr. Marriott stepped down as an employee of the Company in April 2021 in connection with joining the Board to focus on the Board’s oversight and Arne M. Sorenson, the former President and Chief Operating Officer, to the position of President and CEO. In his current role, Mr. Marriott continues to providegovernance responsibilities. As Chairman, he provides leadership to the Board by, among other things, working with the President and CEO, the independent Lead Independent Director, (discussed below), and the Corporate Secretary to set Board calendars, determinedevelop agendas for Board meetings, ensure properfacilitate the appropriate flow of information to Board members facilitateand the effective operationfunctioning of the Board and its Committees, helpcommittees, promote Board succession planning and the orientation of new directors, address issuesand support senior management succession planning. Mr. Marriott also serves as a key conduit between management, the Board, and the Marriott family, who have a significant ownership stake in the Company and a demonstrated commitment to its long-term success.
The Board believes that the continued involvement of Marriott family members in responsible positions of the Company makes a significant contribution to the long-term value of our corporate name and identity, reinforces the culture and core values that are the bedrock of our success, and promotes associate engagement and retention. Thus, in addition to his role as Chairman, the Board has assigned Mr. Marriott additional responsibilities, which include promoting the Company’s business, brands, culture, values and goodwill. He serves as an ambassador to the Company’s associates, owners and franchisees, and the communities in which we operate, participates in internal Company events and represents the Company at external events, as requested by the President and CEO, senior executive leadership team or the Board. In doing so, Mr. Marriott continues the Marriott family’s stewardship of the culture and core values that have empowered associates, taken care of guests, created opportunities for hotel owners and franchisees, and fueled the Company for more than 96 years. In 2023, Mr. Marriott traveled almost 200,000 miles around the world to visit hotels and meet associates, speak with business councils, meet with owners, franchisees and customers, and represent the Company at a variety of external and internal conferences and events. Given the Marriott family’s iconic status in the hospitality industry and deep historical perspective on the Company and its mission, combined with Mr. Marriott’s extensive prior experience in a variety of senior roles at the Company, the Board believes Mr. Marriott is uniquely qualified to serve in this role and that his service provides a competitive advantage to the Company. The Board considered that these additional responsibilities, combined with Mr. Marriott’s responsibilities as Chairman, require significant time commitments and has established a chairman retainer fee reflective of those commitments.
Tony Capuano has served as Chief Executive Officer and a director
performance, assistof the Company since February 2021 and was additionally appointed President of the Company in
considerationFebruary 2023. As President and
Board adoptionCEO, Mr. Capuano leads the global operations of the Company and is responsible for the overall management and functioning of the Company. He is responsible for setting and overseeing the execution of the Company’s
business strategies, developing and implementing the Company’s purpose and strategy, cultivating and advancing the Company’s culture and values, and driving the Company’s short- and long-term
performance. Mr. Capuano oversees the senior executive leadership team and
annual operating plans,is also responsible for executive development and
help promote senior management succession planning.
In Mr. Capuano reports to the Board, and the Board reviews his performance annually.
Strong Lead Independent Director. Since 2013, the Board createdhas maintained the position of Lead Director, who is the independent Chairman of our Nominating and Corporate Governance Committee, currently Mr. Kellner.Independent Director. The Lead Independent Director’s responsibilities include chairingpresiding at regular executive sessions of the independent directors as well as meetings of the independent directors,Board at which the Chairman is not present, coordinating the activities of the independent directors, having the authority to convene meetings of the independent directors, and serving as a liaison between the Chairman, of the BoardPresident and CEO and the independent directors. The Lead Director also is a standing member of the Company’s Executive Committee. The LeadIndependent Director also reviews and approves, in consultation with both the Chairman and the President and CEO, Board meeting agendas and schedules, coordinates the evaluation of Board and Committeecommittee performance, coordinates the assessment and evaluation of Board candidates, organizes and leads the Board’s annual evaluation of the President and CEO, makes recommendations for changes to the Company’s governance practices, and is available for consultation andparticipates in direct communicationengagement with major stockholders. We believeThe Lead Independent Director is a standing member of the Board’s Executive Committee. The Board believes that the role played byof the Lead Independent Director provides strong Board leadership and appropriate independent oversight. The independent directors of the Board leadership.appoint the Lead
20 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
TABLE OF CONTENTS
Eight
Independent Director annually. Since 2022, the independent directors have selected Mr. Frederick A. “Fritz” Henderson to serve as the Lead Independent Director. Mr. Henderson has served on the Board since 2013 and served as our Audit Committee chair from May 2014 to May 2022, and he has extensive experience serving in a variety of our 11 director nominees areother public company board leadership roles.
David Marriott | | | Fritz Henderson
| | | Tony Capuano |
Chairman of the Board | | | Lead Independent Director | | | President and CEO |
Primary Responsibilities
• Focuses on Board oversight, functioning and governance matters
• Presides at meetings of the Board and of the stockholders
• Reviews and approves Board agendas and materials
• Advises the Lead Independent Director on Board composition, recruitment and succession planning
• Represents the Company at internal and external events to help further the Company’s strategic goals and to promote the Company’s business, brands, culture, values and goodwill
• Provides advice and counsel to the President and CEO | | | Primary Responsibilities
• Coordinates the activities of the independent directors and presides at executive sessions of independent directors
• Reviews and approves Board agendas and materials
• Advises on director recruitment and recommends Board committee chairs
• Oversees the Board and committee evaluation process
• Organizes and leads the Board’s annual evaluation of the President and CEO
• Works with the Chairman and the
President and CEO to provide that management adequately addresses matters identified by the Board and the independent directors
• Provides advice and counsel to the President and CEO | | | Primary Responsibilities
• Leads the Company’s global business and is responsible for the Company’s short- and long-term performance
• Leads the development and implementation of the Company’s purpose and strategy
• Sets and manages the execution of the Company’s business strategies
• Cultivates and advances the Company’s culture and values
• Evaluates and develops the Company’s executive leaders and succession plans and sets the Company’s organizational structure |
Independent Committee Oversight. Our Audit, Human Resources and the Audit, Compensation, Policy and Nominating and Corporate Governance, and Technology and Information Security Oversight committees are composed solely of independent directors. Consequently, the independent directors directly oversee such critical items as the Company’s financial statements, executive compensation, the selection and evaluation of directors, and the development and implementation of our corporate governance programs.programs, and technology, information security and privacy.
Emeritus Designations
Chairman Emeritus. J.W. Marriott, Jr., our former Executive Chairman and Chairman of the Board, holds the title of Chairman Emeritus. As Chairman Emeritus, Mr. Marriott may attend certain Board meetings or functions, but he is not a nominee for election and is not considered a member of the Board or a “director” as that term is used in our Amended and Restated Bylaws. He may not vote on any business coming before the Board, and he is not counted as a member of the Board for the purpose of determining a quorum or for any other purpose. He does not receive a salary in his capacity as Chairman Emeritus or compensation for attendance at Board meetings, although he may be reimbursed for reasonable expenses incurred to attend such meetings or functions or other business expenses incurred in connection with his role as Chairman Emeritus.
Director Emeritus. William J. Shaw, a former director and Vice Chairman of the Company, holds the title of Director Emeritus, but does not vote at or attend Board meetings and is not a nominee for election.
2024 Proxy Statement | | | Marriott International, Inc. | | | 21 |
TABLE OF CONTENTS
Board Composition and Diversity The Company does not maintain a formal diversity policy for Board will continue to review ourmembership, however, the Board leadership structurebelieves that the directors, considered as a group, should provide a mix of backgrounds, experience, knowledge, and abilities. Thus, as part of its annual review of board composition, the succession planning process that is described in ourNominating and Corporate Governance Principles. We believe that our leadership structure, inCommittee considers and discusses the extent to which the rolesBoard as a whole includes a mix of Chairmanmembers that represent a diversity of background and CEOexperience, which the committee defines broadly to include, among other things, differences in backgrounds, qualifications, experiences, viewpoints, geographic locations, education, skills and expertise, professional and industry experience, and personal characteristics (including age, gender and race/ ethnicity). The Board believes the current director nominees embody a diverse range of viewpoints, backgrounds and skills, including with respect to age, tenure, gender, and race/ethnicity.
Board Diversity Matrix (as of May 10, 2024)
Directors | | | 6 | | | 6 | | | 0 | | | 0 |
Part II: Demographic Background | | | | | | | | | | | | |
African American or Black | | | 1 | | | 1 | | | 0 | | | 0 |
Alaskan Native or Native American | | | 0 | | | 0 | | | 0 | | | 0 |
Asian | | | 0 | | | 0 | | | 0 | | | 0 |
Hispanic or Latinx | | | 0 | | | 1 | | | 0 | | | 0 |
Native Hawaiian or Pacific Islander | | | 0 | | | 0 | | | 0 | | | 0 |
White | | | 5 | | | 4 | | | 0 | | | 0 |
Two or More Races or Ethnicities | | | 0 | | | 0 | | | 0 | | | 0 |
LGBTQ+ | | | | | | 0 | | | |
Did Not Disclose Demographic Background | | | | | | 0 | | | |
Board Diversity
8
of our 12 Director nominees are
women and/or people of color
|
Director Nominees
Likewise, the Board believes that committee leadership and membership should reflect the diversity of the Board. When considering and reviewing committee assignments the Nominating and Corporate Governance Committee discusses the extent to which the regularly-meeting committees include a mix of members that represent a diversity of backgrounds and experience. Currently, four of our five regularly-meeting standing committees are separate, togetherchaired by women and/or people of color.
22 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
TABLE OF CONTENTS
Board Skills and Experience The Board believes that having a mix of directors with an experiencedcomplementary qualifications, expertise, and engaged Lead Directorexperience is essential to meeting its oversight responsibility. The skills matrix below summarizes some of the skills and independent key committees, isexpertise of the nominees that we believe benefit our current business and willstrategy. We continue to beevaluate the matrix against our needs and strategy so that it can serve as an effective tool for identifying director nominees who collectively have the complementary experience, knowledge, and isabilities relevant to service on the optimal structure for our Company and our stockholders at this time.Board.
2024 Proxy Statement | | | Marriott International, Inc. | | | 23 |
TABLE OF CONTENTS
Selection of Director Nominees
The Nominating and Corporate Governance Committee will consider candidates for Board membership suggested by its members, other Board members, management, and stockholders. As a stockholder, you may recommend any person for consideration as a nominee for director by writing to the Nominating and Corporate Governance Committee of the Board of Directors, c/o Marriott
International, Inc., Department 52/862, 10400 Fernwood Road,7750 Wisconsin Avenue, Bethesda, Maryland 20817.20814. Recommendations must include the name and address of the stockholder making the recommendation, a representation that the stockholder is a holder of record of Class A common stock, biographical information about the individual recommended, and any other information the stockholder believes would be helpful to the Nominating and Corporate Governance Committee in evaluating the individual recommended.
Once
The Board does not have specific requirements for eligibility to serve as a director. However, in evaluating candidates, regardless of how recommended, the Nominating and Corporate Governance Committee considers the qualifications set out in the Company’s Governance Principles, including: |
CHARACTER | | | | | | EXPERIENCE | | | | | | WILLINGNESS | | | |
character, judgment, personal and professional ethics, integrity, values, and familiarity with national and international issues affecting business | | | depth of experience, skills, and knowledge relevant to the Board and the Company’s business, including the ability to provide effective oversight of long-term strategy and enterprise risk | | | willingness to devote sufficient time to carry out the duties and responsibilities effectively |
In addition, as described above, when evaluating director candidates, the Nominating and Corporate Governance Committee
has identifiedconsiders and discusses the extent to which a
candidate, the Committee evaluates the candidate against the qualifications set out in the Company’s Governance Principles, including:character, judgment, personal and professional ethics, integrity, values, and familiarity with national and international issues affecting business;
depth of experience, skills, and knowledge complementary toprospective nominee helps the Board achieve a mix of members that represent a diversity of background and the Company’s business;experience. The Nominating and
willingness to devote sufficient time to carry out the duties and responsibilities effectively.
In addition, while the Committee does not maintain a formal diversity policy, it may consider diversity in identifying candidates for the Board as one of several criteria that it uses as part of that process. The Committee assesses the effectiveness of its Board membership criteria in evaluating the composition of the Board. The Corporate Governance Committee makes a recommendation to the full Board as to any persons it believes should be nominated by the Board, and the Board determines the nominees after considering the recommendation and report of the Nominating and Corporate Governance Committee. The procedures for considering candidates recommended by a stockholder for Board membership are consistent with the procedures for candidates recommended by members of the Nominating and Corporate Governance Committee, other members of the Board, or management. When seeking new director candidates, the Nominating and Corporate Governance Committee endeavors to include diverse candidates, including women and racial or ethnic minorities, in any search process and directs any search firm that it engages to include women and minority candidates in any pool of candidates that the firm compiles. During 2023, the Nominating and Corporate Governance Committee used the services of Russell Reynolds Associates, a third-party executive search firm, for this purpose.
24 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
TABLE OF CONTENTS
Nominees to
Ourour Board of Directors
Each of the following director nominees presently serves on our Board and
has atheir term of office
expiringwill expire at the
2016 annual meeting or until his or her successor is elected and qualified.Annual Meeting. The age shown below for each director nominee is as of May
6, 2016, which is10, 2024, the date of the
annual meeting.Annual Meeting. Each director nominee has been nominated to serve until the
20172025 annual meeting
of stockholders and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal. Set forth below is each director nominee’s biography as well as the qualifications and experiences each director nominee brings to our Board, in addition to the general qualifications discussed above.
J.W. Marriott, Jr. (Executive Chairman of the Board), age: 84. Mr. Marriott was elected Executive Chairman effective March 31, 2012, having relinquished his position as Chief Executive Officer. He served as Chief Executive Officer of the Company and its predecessors since 1972. He continues to serve as Chairman of the Board, a position he has held since 1985. He joined Marriott Corporation in 1956, became President in 1964, Chief Executive Officer in 1972 and Chairman of the Board in 1985. He serves on the board of trustees of The J. Willard & Alice S. Marriott Foundation and is a member of the Executive Committee of the World Travel & Tourism Council. He is the father of Deborah M. Harrison, a member of the Company’s Board of Directors. Mr. Marriott has been a director of the Company and its predecessors since 1964.
As a result of his service as CEO of the Company for over 40 years, Mr. Marriott brings to the Board extensive leadership experience with, and knowledge of, the Company’s business and strategy as well as a historical perspective on the Company’s growth and operations. Mr. Marriott’s iconic status in the hospitality industry provides a unique advantage to the Company.
Mary K. Bush, age: 68. The Honorable Mary K. Bush has served as President of Bush International, LLC, an advisor to U.S. corporations and foreign governments on international capital markets, strategic business and economic matters, since 1991. She has held several Presidential appointments including the U.S. Government’s representative on the IMF Board and Director of Sallie Mae. She also was head of the Federal Home Loan Bank System during the aftermath of the Savings and Loan crisis and was advisor to the Deputy Secretary of the U.S. Treasury Department. Earlier in her career, she managed global banking and corporate finance relationships at New York money center banks including Citibank, Banker’s Trust, and Chase. In 2006, President Bush appointed her Chairman of the Congressionally chartered HELP Commission on reforming foreign aid. In 2007, she was appointed by the Secretary of the Treasury to the U.S. Treasury Advisory Committee on the Auditing Profession. She is a member of the board of directors of Discover Financial Services, ManTech International Corporation, and T. Rowe Price Group, Inc. Ms. Bush also was a director of Briggs & Stratton, Inc. from 2004 to April 2009, of United Airlines from 2006 to 2010 and of the Pioneer Family of Mutual Funds from 1997 to 2012. She also serves on the Kennedy Center’s Community Advisory Board and on the U.S. Advisory Board of the Global Leadership Foundation. Ms. Bush has been a director of the Company since May 2008.
Ms. Bush brings to the Board extensive financial, international and governmental affairs experience, her knowledge of corporate governance and financial oversight gained from her membership on the boards of other public companies, knowledge of public policy matters and her significant experience providing strategic advisory services in the political and international arenas.
Deborah Marriott Harrison, age: 59. Ms. Harrison has been the company’s Global Officer, Marriott Culture and Business Councils since October 2013. She formerly served as Senior Vice President of Government Affairs for the company from June 2007 through October 2013 and as Vice President of Government Affairs from May 2006 to June 2007. Ms. Harrison is an honors graduate of Brigham Young University and has held several positions within the company since 1975, including accounting positions at Marriott Headquarters and operations positions at Key Bridge and Dallas Marriott hotels. She has been actively involved in serving the community through participation on various committees and boards including, but not limited to, the Mayo Clinic Leadership Council for the District of Columbia and the boards of the Bullis School, the D.C. College Access Program, and the J. Willard and Alice S. Marriott Foundation. She has also served on the boards of several mental health organizations, including The National Institute of Mental Health Advisory Board, Depression and Related Affective Disorders Association, and the Center for the Advancement of Children’s Mental Health in association with Columbia University. Ms. Harrison also served as a member of the board of directors of Marriott Vacations Worldwide Corporation from November 2011 to September 2013. Ms. Harrison has been a director of the Company since June 2014.
As the daughter of the Executive Chairman and the granddaughter of Marriott International’s founders, Ms. Harrison brings to our Board, our Finance Committee, and Committee for Excellence an extensive knowledge of the company, its history, its culture and its mission. Ms. Harrison’s enthusiasm, judgment and deep experience with our company and our culture provides the board valuable insight and strategic focus.
Frederick A. “Fritz” Henderson, age: 57. Frederick A. “Fritz” Henderson has been Chairman and CEO of SunCoke Energy, Inc., the largest U.S. independent producer of metallurgical coke for the steel industry, since December 2010. Since July 2012, he has also been Chairman and CEO of SunCoke Energy Partners GP LLC, the general partner of SunCoke Energy Partners, L.P., a publicly traded master limited partnership. He previously served as a Senior Vice President of Sunoco, Inc., a petroleum refiner and chemicals manufacturer with interests in logistics, from September 2010 until the completion of SunCoke Energy, Inc.’s initial public offering and separation from Sunoco in July 2011. Prior to Sunoco/SunCoke, Mr. Henderson served as President and CEO of General Motors Corporation (“GM”) from March 2009 until December 2009. He held a number of other senior management positions during his more than 25 years with GM, including President and Chief Operating Officer from March 2008 until March 2009, Vice Chairman and Chief Financial Officer, Chairman of GM Europe, President of GM Asia Pacific and President of GM Latin America, Africa and Middle East, and served as a consultant for GM from February 2010 to September 2010 before joining Sunoco. Mr. Henderson also served as a consultant for AlixPartners LLC, a business consulting firm, from March 2010 until August 2010. He is a Trustee of the Alfred P. Sloan Foundation and previously served on the board of directors of Compuware Corporation from April 2011 to December 2014. He has been a director of the Company since May 2013.
Mr. Henderson’s significant accounting skills, experience in leading the initial public offering of a subsidiary of a public company, and expertise in large organization management and emerging markets, make him a valuable member of the Board. During his tenure as President and CEO of GM, that company filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code. The Nominating
Chairman of the Board
Age: 50
Joined the Board: 2021
Marriott International Board Committee Memberships
⯀ Executive (Chair)
⯀Inclusion and Social Impact
Other Public Company Boards (Current)
⯀ None
Other Public Company Boards
(Past Five Years)
⯀None | | | David S. Marriott
Chairman of the Board, Marriott International
Former President, U.S. Full Service Managed by Marriott |
| | Skills and Qualifications
David is only the third Chairman of the Board in the Company’s history. As the son of our Chairman Emeritus and the grandson of our founders, he embodies the culture of the Company and provides the Board a deep understanding of the Company’s history, core values and mission. Prior to joining the Board, he served in a variety of operational, sales and leadership roles with the Company since 1999. Most recently, as President, U.S. Full Service Managed by Marriott, he oversaw hotel operations, human resources, sales and marketing, finance, market strategy, information resources and development and feasibility for more than 330 hotels operating under 14 brands in 34 states and French Polynesia. David leverages this experience − and his lifetime around the Company − to provide the Board valuable insight about the Company’s operations and the hospitality industry. |
| | Career Highlights
⯀ Chairman of the Board (2022 – Present)
⯀ President, U.S. Full Service Managed by Marriott (2018 – 2021)
⯀ Chief Operations Officer, The Americas, Eastern Region (2010 – 2018)
⯀ Various operations and sales roles within Marriott with increasing responsibility, including Market Vice President; Senior Vice President, Global Sales; Sales, Boston, MA and Arlington, VA; and Assistant Sous Chef, Salt Lake City Marriott Downtown
Other Activities and Memberships
⯀ JWM Family Enterprises, Inc., Board of Directors
⯀ University of Utah, National Advisory Council
⯀ Howard University School of Business, Marriott-Sorenson Center for Hospitality Leadership, Executive Board
⯀ The J. Willard & Alice S. Marriott Foundation, Board of Trustees |
2024 Proxy Statement | | | Marriott International, Inc. | | | 25 |
TABLE OF CONTENTS
Corporate Governance
Committee does not believe that this proceeding is material to the evaluation of Mr. Henderson’s ability to serve as a director.
Lawrence W. Kellner, age: 57. Mr. Kellner has been President of Emerald Creek Group LLC, a private equity firm, since January 2010. He served as Chairman and Chief Executive Officer of Continental Airlines, Inc., an international airline company, from December 2004 through December 2009. He served as President and Chief Operating Officer of Continental Airlines from March 2003 to December 2004, as President from May 2001 to March 2003 and was a member of Continental Airlines’ board of directors from May 2001 to December 2009. Mr. Kellner serves as non-executive Chairman of the Board of Directors of the Sabre Corporation and serves on the board of directors for The Boeing Company and Chubb Limited. He also served on the Board of Directors of the Chubb Corporation from 2011 to January 2016 (when the Chubb Corporation was acquired by ACE Limited and changed its name to Chubb Limited). He is active in numerous community and civic organizations. Mr. Kellner has been a director of the Company since 2002.
Mr. Kellner is our Lead Director and brings to the Board and our Nominating
Director
Age: 58
Joined the Board: 2021
Marriott International Board Committee Memberships
⯀ Executive
⯀Inclusion and Social Impact
Other Public Company Boards (Current)
⯀ McDonald’s Corporation
Other Public Company Boards (Past Five Years)
⯀None | | | Anthony G. Capuano
President and CEO, Marriott International |
| | Skills and Qualifications
Tony has served in a variety of leadership roles at the Company since 1995 and has been instrumental in the Company’s growth. Before his appointment as CEO in February 2021, Tony was Group President, Global Development, Design and Operations Services, where he led the strategic unit growth of all of Marriott’s brands while overseeing the global design team as well as Marriott’s global operating standards and protocols for thousands of properties around the world. His vast knowledge of the Company and its culture, and his deep experience and relationships in the hospitality industry, provide the Board valuable insights and perspective. Tony’s service on the boards of directors and board committees of McDonald’s Corporation and various not-for-profit entities provides additional industry and governance perspectives. |
| | Career Highlights
⯀ Marriott International
⯀ President and CEO (2023 - present)
⯀ CEO (2021 – 2023)
⯀ Group President, Global Development, Design and Operations Services (2020 – 2021)
⯀ Executive Vice President and Global Chief Development Officer (2009 – 2020)
⯀ Senior Vice President of Full-Service Development for North America (2005 – 2008)
⯀ Kenneth Leventhal and Company’s Hospitality Consulting Group, Los Angeles, CA
⯀ Laventhol and Horwath’s Leisure Time Advisory Group, Boston, MA
Other Activities and Memberships
⯀ Cornell Hotel Society
⯀ The Cornell School of Hotel Administration, Dean’s Advisory Board
⯀ Business Roundtable
⯀ American Hotel and Lodging Association, Industry Real Estate Financial Advisory Council
⯀ Save Venice, Inc., Trustee |
26 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
TABLE OF CONTENTS
Corporate Governance
Committee, of which he is Chairman, experience as CEO of one of the largest airlinecompanies in the world with significant management, strategic and operational responsibilities in the travel and leisure industry. He also provides extensive knowledge in the fields of finance and accounting gained from his background as Chief Financial Officer at Continental and other companies.
Debra L. Lee, age: 61. Ms. Lee is Chairman and Chief Executive Officer of BET Networks, a media and entertainment subsidiary of Viacom, Inc. that owns and operates BET Networks and several other ventures. She joined BET in 1986 and served in a number of executive posts before ascending to her present position in January 2006, including President and Chief Executive Officer from June 2005, President and Chief Operating Officer from 1995 to May 2005, Executive Vice President and General Counsel, and Vice President and General Counsel. Prior to joining BET, Ms. Lee was an attorney with the Washington, D.C.-based law firm Steptoe & Johnson. She serves on the board of directors of WGL Holdings, Inc. She also was a director of Eastman Kodak Company from 1999 to May 2011, and Revlon, Inc. from 2006 to 2015. She also serves on the board of a number of professional and civic organizations including as Immediate Past Chair of the Advertising Council, as the President of the Alvin Ailey Dance Theater, and as a Trustee Emeritus at Brown University. Ms. Lee has been a director of the Company since 2004.
Ms. Lee provides our Board and our Committee for Excellence, which she chairs, with proven leadership and business experience as the CEO of a major media and entertainment company, extensive management and corporate governance experience gained from that role as well as from her membership on the boards of other public companies, her legal experience, and insights gained from her extensive involvement in civic, community and charitable activities.
George Muñoz, age: 64.Mr. Muñoz has been a principal in the Washington, D.C.-based investment banking firm Muñoz Investment Banking Group, LLC since 2001. He has also been a partner in the Chicago-based law firm Tobin, Petkus & Muñoz LLC (now Tobin & Muñoz) since 2002. He served as President and Chief Executive Officer of Overseas Private Investment Corporation from 1997 to January 2001. Mr. Muñoz was Chief Financial Officer and Assistant Secretary of the U.S. Treasury Department from 1993 until 1997. Mr. Muñoz is a certified public accountant and an attorney. He is a director of Altria Group, Inc. and Anixter International, Inc. He also serves on the board of trustees of the National Geographic Society. Mr. Muñoz has been a director of the Company since 2002.
Mr. Muñoz provides our Board with extensive knowledge in the fields of finance and accounting, his knowledge of investment banking, legal experience, corporate governance experience and audit oversight experience gained from his membership on the boards and audit committees of other public companies.
Steven S Reinemund, age: 67. Mr. Reinemund served as the Dean of Business at Wake Forest University from July 2008 until June 2014. In 2007, Mr. Reinemund retired from PepsiCo, Inc., a multinational food and beverage company, where he served as Chairman and Chief Executive Officer from 2001 until 2006 and Chairman until May 2007. He joined PepsiCo in 1984 and held the positions of President and Chief Executive Officer Pizza Hut, Chairman and Chief Executive Officer Frito-Lay and President and Chief Operating Officer PepsiCo. He was a director of PepsiCo from 1996 until May 2007. Mr. Reinemund is a director of
Chick-fil-A, Inc., ExxonMobil Corp., and Wal-Mart Stores, Inc. He was also a director of American Express Company from 2007 to April 2015. Mr. Reinemund is also a member of the board of directors of the Cooper Clinic Institute and serves on the Board of Trustees of Wake Forest University and the United States Naval Academy Foundation. Mr. Reinemund has been a director of the Company since 2007.
As a result of his background as Chairman and CEO of PepsiCo, a Fortune 500 company, Mr. Reinemund brings to the Board and our Compensation Policy Committee, of which he is Chairman, demonstrated leadership capability and extensive knowledge of complex financial and operational issues facing large branded companies, as well as extensive management and corporate governance experience gained from that role and from membership on the boards of other public companies.
W. Mitt Romney, age: 69. Governor Romney has been Executive Partner and Group Chairman of Solamere Capital LLC, a private investment firm, since March 2013. Prior to that he was the 2012 Republican nominee for the office of President of the United States. He also was a candidate for the 2008 Republican presidential nomination. Before that, he served as the Governor of the Commonwealth of Massachusetts from 2003 through 2007. Prior to his time as Governor, he was President and Chief Executive Officer of the 2002 Winter Olympic Games in Salt Lake City. Gov. Romney started his career in business in 1978 as a Vice President of Bain & Company, Inc., a management consulting firm based in Boston, Massachusetts. In 1984, he left Bain & Company, Inc. to co-found a spin-off private equity investment company, Bain Capital, where he worked until 1998. Gov. Romney served as a director of the Company or its predecessors from 1993 through 2002 and again from January 2009 through January 2011. He rejoined the Board in December 2012.
Gov. Romney brings to our Board and our Finance Committee, his unique blend of management experience in both the corporate and government sectors, knowledge of public policy matters as a result of his service as the Governor of the Commonwealth of Massachusetts and financial services experience from his positions with Bain & Company and Bain Capital.
Arne M. Sorenson, age: 57. Mr. Sorenson became President and Chief Executive Officer of the Company on March 31, 2012. Prior to that, he was President and Chief Operating Officer of the Company since May 2009. Mr. Sorenson joined Marriott in 1996 as Senior Vice President of Business Development and was appointed Executive Vice President and Chief Financial Officer in 1998, and assumed the additional title of President, Continental European Lodging, in January 2003. Prior to joining Marriott, he was a Partner in the law firm of Latham & Watkins in Washington, D.C. Mr. Sorenson serves as chairman of the board of directors of Brand USA, is a member of the board of regents of Luther College, and is Vice-Chair of the President of the United States’ Export Council. In April 2015, he was elected to the board of trustees of the Brookings Institute. He served on the Board of Directors of Wal-Mart Stores, Inc. from 2008 to June 2013. Mr. Sorenson was appointed to the Board of Directors in February 2011.
Mr. Sorenson brings to the Board extensive management experience with the Company, his prominent status in the hospitality industry and a wealth of knowledge in dealing with financial and accounting matters as a result of his prior service as the Company’s Chief Financial Officer.
Susan C. Schwab, age: 61.Ambassador Schwab has been a Professor at the University of Maryland School of Public Policy since January 2009 and a strategic advisor to Mayer Brown, LLP (global law firm) since March 2010. She served as U.S. Trade Representative from June 2006 to January 2009 and as Deputy U.S. Trade Representative from October 2005 to June 2006. Prior to her service as Deputy U.S. Trade Representative, Ambassador Schwab served as President and Chief Executive Officer of the University System of Maryland Foundation from June 2004 to October 2005, as a consultant for the U.S. Department of Treasury from July 2003 to December 2003 and as Dean of the University of Maryland School of Public Policy from July 1995 to July 2003. Ambassador Schwab also serves on the boards of The Boeing Company, Caterpillar Inc. and FedEx Corporation. She joined the Board in May 2015.
Ambassador Schwab brings unique global and governmental perspectives to the Board’s deliberations. Her extensive experience leading large international trade negotiations positions her well to advise her fellow directors and our senior management on a wide range of key global issues facing the Company. Ambassador Schwab’s experience in the U.S. government also allows her to advise the Company on the many challenges and opportunities that relate to government relations. As a result of Ambassador Schwab’s prior business experience and current service on other Fortune 100 corporate boards, she brings expertise to the Board on a wide range of strategic, operational, corporate governance and compensation matters.
Sterling D. Colton, a former director of the Company’s predecessors, andWilliam J. Shaw, a former director and Vice Chairman of the Company, both hold the title of director emeritus, but do not vote at or attend Board meetings and are not nominees for election.
Independent Director
Age: 64
Joined the Board: 2022
Marriott International Board Committee Memberships
⯀ Audit (Chair)
⯀ Nominating and Corporate Governance
Other Current Public
Company Boards
⯀ General Electric
Other Public Company Boards (Past Five Years)
⯀Gap, Inc.
⯀ LyondellBasell Industries | | | Isabella D. Goren
Former Chief Financial Officer, American Airlines, Inc. and AMR Corporation |
| | Skills and Qualifications
Bella brings to the Board and to our Audit Committee, which she chairs, deep financial expertise and wide-ranging global travel business experience. Her multifaceted career in the travel business spans almost 30 years and includes extensive experience in implementing complex global strategies and leading financial functions, customer technology and data analytics, loyalty programs, customer service organizations and large-scale international operations. Her responsibilities at American also included human resources, revenue management, investor relations and marketing. In addition, her service on the boards of directors of various other public, private and not-for-profit organizations adds strategic and governance expertise to the Board. |
| | Career Highlights
⯀ Chief Financial Officer, American Airlines, Inc. (American) and AMR Corporation (AMR)
(2010 – 2013)
⯀ Senior Vice President, Customer Relationship Marketing, American (2006 – 2010)
⯀ Various roles of increasing responsibility with American, including finance, revenue management, human resources and global operational roles:
⯀ Vice President, Interactive Marketing
⯀ Vice President, Asia Pacific Operations
⯀ Vice President, Customer Services Planning
⯀ President, AMR Services
⯀ Various Management Positions
Other Activities and Memberships
⯀ MassMutual Financial Group, Board Member
⯀ National Association of Corporate Directors of North Texas, Board Member
⯀ Southern Methodist University, Lyle School of Engineering, Executive Board Member
⯀ The University of Texas at Austin, Cockrell School of Engineering, Advisory Board Member |
2024 Proxy Statement | | | Marriott International, Inc. | | | 27 |
Board MeetingsTABLE OF CONTENTS
Director
Age: 67
Joined the Board: 2014
Marriott International Board
Committee Memberships ⯀ Inclusion and Social Impact
Other Current Public Company
Boards
⯀ None
Other Public Company Boards
(Past Five Years)
⯀ None | | | Deborah Marriott Harrison
Global Cultural Ambassador Emeritus, Marriott International |
| | Skills and Qualifications
As the daughter of our Chairman Emeritus and the granddaughter of our founders, Debbie has extensive knowledge of the Company’s culture, business and history. Her prior service as our Global Officer, Marriott Culture and Business Councils and continuing service as our Global Cultural Ambassador Emeritus provides the Board valuable insights into our culture and workforce. Debbie also provides the Board important judgment and perspectives on government relations and public policy from her experience leading our government affairs function, and she leverages her current and prior service on the boards of numerous not-for-profit entities to assist the Board with fulfilling its corporate governance responsibilities. |
| | Career Highlights
⯀ Global Officer, Marriott Culture and Business Councils (2013 – 2019)
⯀ Senior Vice President, Government Affairs (2007 – 2013)
⯀ Vice President, Government Affairs (2006 – 2007)
⯀ Various prior operations and accounting roles at Marriott International and Marriott hotels, including positions at the Key Bridge and Dallas Marriott hotels
Other Activities and Memberships
⯀ The J. Willard & Alice S. Marriott Foundation, Board of Trustees
⯀ Bill and Donna Marriott Foundation, Trustee
⯀ Bridges from School to Work, Board of Trustees |
28 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
TABLE OF CONTENTS
Lead Independent Director
Age: 65
Lead Independent Director since: 2022
Joined the Board: 2013
Marriott International Board
Committee Memberships
⯀ Audit
⯀Executive
⯀Nominating and Corporate
Governance (Chair)
Other Current Public Company
Boards
⯀ Adient plc (Chair)
Other Public Company Boards
(Past Five Years)
⯀Arconic Corp. (Chair)
⯀Horizon Global | | | Frederick A. Henderson
Former Chairman and CEO, SunCoke Energy, Inc. |
| | Skills and Qualifications
Having served in numerous executive and board leadership roles at other public companies throughout his career, Fritz brings significant leadership and governance experience to our Board and deep expertise in management and strategic planning. He also brings extensive international business experience having lived and worked in numerous countries over his career and he has deep expertise in the fields of finance and accounting gained from his background as a chief financial officer. |
| | Career Highlights
⯀ Principal, Hawksbill Group (2018 – present), a diversified business and communications consulting firm
⯀ Chairman and CEO, SunCoke Energy, Inc. (2011 – 2017) and SunCoke Energy Partners GP LLC (2013 – 2017)
⯀ Senior Vice President, Sunoco (2010 – 2011)
⯀ Various roles of increasing responsibility with General Motors (GM) for more than 25 years, including:
⯀ President and CEO (2009)
⯀ President and Chief Operating Officer (2008 – 2009)
⯀ Vice Chairman and Chief Financial Officer (2006 – 2008)
⯀ Chairman, GM Europe (2004 – 2006)
⯀ Group Vice President and Regional President, GM Asia Pacific (2002 – 2004)
⯀ Group Vice President and Regional President, GM Latin America, Africa and Middle East (2000 – 2002)
⯀ Various other finance and operational roles starting in 1984
Other Activities and Memberships
⯀ US Farathane Corporation, Board Member
⯀ Alfred P. Sloan Foundation, Board of Trustees, Chair |
2024 Proxy Statement | | | Marriott International, Inc. | | | 29 |
TABLE OF CONTENTS
Independent Director
Age: 55
Joined the Board: 2023
Marriott International Board
Committee Memberships
⯀ Human Resources and Compensation
⯀Technology and Information Security Oversight
Other Current Public Company
Boards
⯀ DICK’S Sporting Goods
Other Public Company Boards
(Past Five Years)
⯀YUM! Brands
⯀ Sonic Corporation | | | Lauren R. Hobart
President and CEO, DICK’S Sporting Goods, Inc. |
| | Skills and Qualifications
Lauren brings to the Board executive leadership, strategic vision, marketing and digital acumen, and operational expertise gained from her senior executive roles at DICK’S Sporting Goods, an omnichannel retailer serving athletes and outdoor enthusiasts, and PepsiCo. She provides the Board expertise in branding and marketing, e-commerce, digital operations, and consumer and employee engagement. In addition, Lauren brings extensive public company boardroom experience, and her status as the first non-family member CEO of DICK’S positions her to assist with governance matters unique to our Company. |
| | Career Highlights
⯀ DICK’S Sporting Goods, Inc.
⯀ President and CEO (2021 – present)
⯀ President (2017 – 2021)
⯀ Executive Vice President, Chief Customer & Digital Officer (2017)
⯀ Executive Vice President, Chief Marketing Officer (2015 – 2017)
⯀ Senior Vice President, Chief Marketing Officer (2011 – 2015)
⯀ PepsiCo, Inc.
⯀ Chief Marketing Officer, Carbonated Soft Drinks, (2009 – 2011)
⯀ Senior marketing and strategic planning roles (1997 – 2009)
⯀ Associate Vice President, Wells Fargo & Co. (1993 – 1995)
⯀ Account Officer, JPMorgan Chase & Co. (1990 – 1993)
Other Activities and Memberships
⯀ DICK’S Sporting Goods Foundation, President |
30 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
TABLE OF CONTENTS
Independent Director
Age: 69
Joined the Board: 2004
Marriott International Board
Committee Memberships ⯀ Executive
⯀Inclusion and Social Impact (Chair)
⯀Nominating and Corporate
Governance
Other Current Public Company
Boards
⯀ Burberry Group plc
⯀The Procter & Gamble Company
⯀Warner Bros. Discovery
Other Public Company Boards
(Past Five Years)
⯀AT&T
⯀ Twitter, Inc. (n/k/a X Corp.) | | | Debra L. Lee
Former Chairman and CEO, BET Networks |
| | Skills and Qualifications
Debi provides our Board with proven leadership and business experience as the former CEO of BET Networks, a media and entertainment company. She also has extensive corporate governance experience from her membership on the boards of other public companies, her legal experience, and her significant involvement in civic, community and charitable activities. In addition, Debi’s more than 30 years of experience as an executive in the media industry, along with her broad board experience, provide her with extensive marketing and consumer industry skills. |
| | Career Highlights
⯀ Chairman and CEO, BET Networks (2006 – 2018)
⯀ Prior to being named chairman and CEO of BET Networks, Ms. Lee served in several leadership roles at BET beginning in 1986, including President and CEO, President and Chief Operating Officer, and Executive Vice President and General Counsel
⯀ Attorney, Steptoe & Johnson, LLP
Other Activities and Memberships
⯀ Leading Women Defined Foundation, Founder and Chair
⯀ The Monarchs Collective, Co-founder and partner
⯀ Alvin Ailey Dance Theater, President Emerita
⯀ The American Film Institute, Board of Trustees
⯀ The Paley Center for Media, Board of Trustees
⯀ Brown University, Trustee Emeritus
⯀ My Brother’s Keeper Alliance, Trustee Emeritus |
2024 Proxy Statement | | | Marriott International, Inc. | | | 31 |
TABLE OF CONTENTS
Independent Director
Age: 69
Joined the Board: 2016
Marriott International Board Committee Memberships
⯀ Audit
⯀Human Resources and
Compensation (Chair)
⯀Nominating and Corporate
Governance
Other Current Public Company Boards
⯀ The Chefs’ Warehouse, Inc.
⯀ Voya Financial, Inc.
Other Public Company Boards
(Past Five Years)
⯀Red Robin Gourmet Burgers,
Inc.
⯀ The Walt Disney Company | | | Aylwin B. Lewis
Former Chairman, CEO and President, Potbelly Corporation |
| | Skills and Qualifications
As a result of his numerous senior management positions at Yum! Brands, Kmart, Sears and Potbelly Corporation, Aylwin brings to the Board significant leadership experience; expertise in corporate branding, marketing, franchising and management of complex global businesses; and insights on meeting consumer needs while driving growth. His service on the boards of directors and board committees of various other public companies provides additional strategic and governance perspectives, and he has extensive knowledge of the hospitality industry from his prior service on the board of directors of Starwood Hotels & Resorts. Aylwin holds an MBA in Human Resources Management from Houston Baptist University, and a BS degree in Hotel and Restaurant Management and BA degree in English from the University of Houston. |
| | Career Highlights
⯀ Chairman, CEO and President, Potbelly Corporation (2008 – 2017)
⯀ President and CEO, Sears Holdings Corporation (2005 – 2008); prior to being named CEO of Sears, Mr. Lewis was the President of Sears Holdings and CEO of Kmart and Sears Retail following Sears’ acquisition of Kmart in 2005
⯀ President and CEO, Kmart Holding Corporation (2004 – 2005)
⯀ Various roles of increasing responsibility and leadership with YUM! Brands, Inc., including Chief Multi-Branding and Operating Officer (2003 – 2004), Chief Operating Officer (2000 – 2003), and Chief Operating Officer, Pizza Hut (1996 – 1997)
Other Activities and Memberships
⯀ Caliber Collison, Board Member |
32 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
TABLE OF CONTENTS
Independent Director
Age: 70
Joined the Board: 2019
Marriott International Board Committee Memberships
⯀ Audit
⯀Technology and Information Security Oversight (Chair)
Other Current Public Company
Boards
⯀ Alignment Healthcare
⯀American Electric Power Company, Inc.
⯀First American Financial Corp.
Other Public Company Boards
(Past Five Years)
⯀Brighthouse Financial, Inc. | | | Margaret M. McCarthy
Former Executive Vice President, CVS Health Corporation |
| | Skills and Qualifications
As a former IT executive at multiple major companies, Meg brings significant information and technology expertise to the Board, including experience helping consumer-facing organizations manage transformational technology change as well as privacy and cybersecurity risks. From her senior leadership experience managing large groups of employees, complex processes and enterprise-critical technology, she is well-positioned to the provide the Board and our Technology and Information Security Oversight Committee, which she chairs, valuable insights into areas of critical importance to the operations of the Company, including information security, data privacy, and technology and innovation. She also brings extensive governance expertise gained from having served on various advisory boards, councils, and public and private company boards. |
| | Career Highlights
⯀ Executive Vice President, CVS Health Corporation (2018 – 2019), a pharmacy healthcare provider
⯀ Executive Vice President, Operations and Technology, Aetna Inc. (Aetna) (2010 – 2018), a healthcare benefits company
⯀ Chief Information Officer and Vice President and Head of Business Solutions Delivery, Aetna (2003 – 2008)
⯀ Senior Vice President, Information Technology, Cigna Corporation
⯀ Chief Information Officer, Catholic Health Initiatives
⯀ Chief Information Officer, Franciscan Health System
⯀ Consultant, Andersen Consulting (now Accenture)
⯀ Consulting Partner, Ernst & Young |
2024 Proxy Statement | | | Marriott International, Inc. | | | 33 |
TABLE OF CONTENTS
Independent Director
Age: 63
Joined the Board: 2023
Marriott International Board Committee Memberships
⯀ Audit
⯀Inclusion and Social Impact
Other Current Public Company
Boards
⯀ None
Other Public Company Boards
(Past Five Years)
⯀None | | | Grant F. Reid
Former President and CEO, Mars, Incorporated |
| | Skills and Qualifications
Grant brings extensive senior leadership, business strategy, and consumer sales experience gained through his experience as President and CEO of Mars, Incorporated, a position he held for over eight years. Through his 34-year tenure with Mars, a family-owned multinational manufacturer of confectionary, pet food and other food products and a provider of animal care services, he has a deep understanding of the financial, operational and strategic domestic and international issues that face global companies, and he has a deep understanding of consumer and retail trends. Grant also contributes significant sustainability and climate expertise, gained from his past and current roles with various business organizations, including the Sustainable Markets Initiative’s Agribusiness Task Force, Business for Inclusive Growth, One Planet for Bio Diversity, and the Consumer Goods Forum, where he served on the board of directors, co-chaired the governance committee, and co-led the Forest Positive Coalition. |
| | Career Highlights
⯀ Mars, Incorporated
⯀ President and CEO (2014 – 2022), and member of the Board of Directors (2015 – 2022)
⯀ Global President, Mars Chocolate (2009 – 2014)
⯀ Global President, Mars Drinks (2007 – 2009)
⯀ Executive Vice President, Sales and Customer Care (2001 – 2007)
⯀ Various roles of increasing responsibility with Mars between 1988 – 2001
Other Activities and Memberships
⯀ The Vanguard Group, Board Member and Trustee
⯀ CVC, Senior Operating Partner, a global alternative investment manager (March 2023 – present)
⯀ Agribusiness Task Force, Sustainable Markets Initiative, Chair |
34 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
TABLE OF CONTENTS
Independent Director
Age: 56
Joined the Board: 2021
Marriott International Board Committee Memberships
⯀ Human Resources and Compensation
⯀Technology and Information
Security Oversight
Other Current Public Company
Boards
⯀ Booz Allen Hamilton, Inc.
Other Public Company Boards
(Past Five Years)
⯀None | | | Horacio D. Rozanski
President and CEO, Booz Allen Hamilton, Inc. |
| | Skills and Qualifications
Horacio brings to the Board extensive senior leadership and global business experience and organizational management expertise gained from his role as President and CEO of Booz Allen Hamilton, a global technology and consulting company. He has a strong background in technology, innovation, and strategic transformation and business strategy. In addition, having served as Booz Allen’s chief personnel officer and chief strategy and talent officer, he has deep understanding of managing and developing talent and a diverse workforce. |
| | Career Highlights
⯀ President and CEO, Booz Allen Hamilton, Inc. (Booz Allen) (2015 – present)
⯀ Various roles of increasing responsibility with Booz Allen since 1992, including:
⯀ President and Chief Operating Officer (2014)
⯀ Chief Operating Officer (2011 – 2014)
⯀ Chief Strategy and Talent Officer (2010)
⯀ Chief Personnel Officer (2003 – 2010)
⯀ Vice President and various consulting roles (1992 – 2003)
Other Activities and Memberships
⯀ CARE USA, Board of Directors
⯀ Children’s National Medical Center, Board of Directors, Chair
⯀ The Economic Club of Washington, D.C., Board of Directors
⯀ U.S. Holocaust Museum’s Committee on Conscience
⯀ Kennedy Center Corporate Fund, Board of Directors
⯀ Business Roundtable |
2024 Proxy Statement | | | Marriott International, Inc. | | | 35 |
TABLE OF CONTENTS
Independent Director
Age: 69
Joined the Board: 2015
Marriott International Board Committee Memberships
⯀ Human Resources and Compensation
⯀Technology and Information Security Oversight
Other Current Public Company
Boards
⯀ Caterpillar, Inc.
⯀FedEx Corporation
Other Public Company Boards
(Past Five Years)
⯀The Boeing Company | | | Susan C. Schwab
Professor Emerita, University of Maryland School of Public Policy and Strategic Advisor, Mayer Brown LLP |
| | Skills and Qualifications
Ambassador Schwab brings unique senior leadership and global and governmental perspectives to the Board’s deliberations. Her experience leading large international trade negotiations and ongoing engagement in international geopolitical and economic and commercial matters positions her well to advise her fellow directors and our senior management on a wide range of key global issues facing the Company. Susan’s government experience also allows her to advise the Company on the many challenges and opportunities that relate to government relations at home and abroad. As a result of Susan’s prior business experience and current service on other Fortune 100 corporate boards, she brings expertise on a wide range of strategic, operational, corporate governance and compensation matters to the Board and the committees on which she sits. |
| | Career Highlights
⯀ Professor Emerita (2020 – present) and Professor (2009 – 2020), University of Maryland School of Public Policy
⯀ Strategic Advisor, Mayer Brown LLP, a global law firm (2010 – present)
⯀ U.S. Trade Representative (2006 – 2009) and Deputy, U.S. Trade Representative (2005 – 2006)
⯀ Vice Chancellor, University System of Maryland, and President and CEO, University System of Maryland Foundation (2004 – 2005)
⯀ Dean, University of Maryland School of Public Policy (1995 – 2003)
⯀ Director Corporate Business Development, Motorola, Inc. (1993 – 1995)
⯀ Director-General, U.S. and Foreign Commercial Service (Assistant Secretary of Commerce) (1989 – 1993)
Other Activities and Memberships
⯀ National Foreign Trade Council, Chair, Board of Directors
⯀ Business Council for International Understanding, Board Member
⯀ The Conference Board, NYC, Vice Chair and Trustee |
36 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
TABLE OF CONTENTS
The Board met
sevenfour times in fiscal year
2015.2023. The Company encourages all directors to attend the annual meeting of stockholders.
ElevenAll 13 directors
nominated for election in 2023 attended the Company’s
20152023 annual meeting. During fiscal
2015,year 2023, no
current director
or director nominee attended fewer than 75% of the total number of meetings of the Board and
Committeescommittees on which such director
served (held during the period that such director served).served.
The Board has adopted Governance Principles that provide a framework for our governance processes. The portion of our Governance Principles addressing director independence appears below, and the full text of the Governance Principles can be found in the Investor Relations section of the Company’s website
(www.marriott.com/investor) www.Marriott.com/Investor) by clicking on “Governance” and then “Documents & Charters.” You also may request a copy from the Company’s
Corporate Secretary. Our Governance Principles establish the limit on the number of
public company board memberships for the Company’s directors at
three,two, including
Marriott,the Company’s Board, for directors who are chief executive officers of public companies, and
fivefour for other directors.
Additionally, our Governance Principles provide that members of our Audit Committee should not serve on more than three audit committees of public companies, including the Company’s Audit Committee.
Anti-Hedging and Anti-Pledging Policies Our Securities Trading Policy prohibits Marriott associates, officers, and directors from engaging in hedging or derivative transactions with respect to our equity securities, all directors and executive officers (as designated in accordance with Rule 16a-1(f) under the Securities Exchange Act of 1934) from holding our equity securities in a margin account, and all independent directors and executive officers (as designated in accordance with Rule 16a-1(f) under the Securities Exchange Act of 1934) from pledging our equity securities as collateral for a loan. Directors who are not determined to be independent but do not serve as executive officers are prohibited from pledging our equity securities as collateral for a loan without the prior approval of the Lead Independent Director. The Lead Independent Director may approve or deny the request in his or her sole discretion, and may consider a variety of factors in evaluating a request, including, without limitation, the size of the pledge relative to the individual’s other holdings, both direct and indirect, and Marriott’s shares outstanding; the nature and size of the associated transaction and the risk of foreclosure, including the financial capacity to repay the loan; protections against the appearance of insider trading, including prohibitions on sales during trading black-outs; and the ability to timely report transactions on Form 4. No such requests for approval were made in 2023.
Our Governance Principles include the following standards for director independence:
5.
Independence of Directors.Directors. At least two-thirds of the directors shall be independent, provided that having fewer independent directors due to the departure, addition or change in independent status of one or more directors is permissible temporarily, so long as the two-thirds
requirement is again satisfied by the later of the next annual meeting of stockholders or nine months. To be considered “independent,”“independent” under the boardlisting standards of The Nasdaq Stock Market LLC (“Nasdaq”), the Board must determine that a director has no relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director of Marriott. The boardBoard has established the guidelines set forth below to assist it in determining director independence. For the purpose of this section 5, references to “Marriott” include any of Marriott’s consolidated subsidiaries.
a. A director is not independent ifif: (i) the director is, or has been within the preceding three years, employed by Marriott; (ii) the director or an immediatea family member is a current partner or employee of Marriott’s independent auditor, or was a partner or employee of Marriott’s independent auditor and worked on the audit of Marriott at any time during the pastpreceding three years; (iii) an immediatea family member of the director is, or has been within the preceding three years, employed by Marriott as an executive officer; (iv) the director or an immediatea family member is or has been within the preceding three years, part of an interlocking directorate in which the director or an immediate family member is employed as an executive officer of another company where at any time during the lastpreceding three years ana present executive officer of Marriott at the same time serves or served on the compensation committee of that other company; (v) the director has accepted, or an immediatea family member has accepted, during any 12-month period within the preceding three years, more than $120,000 in direct compensation from Marriott, other than compensation for boardBoard or boardBoard committee service, compensation paid to an immediatea family member who is an employee (other than an executive officer) of Marriott, or benefits under a tax-qualified retirement plan, or non-discretionary compensation; (vi) the director or an immediatea family member is an executive officer of a charitable organization to which Marriott made discretionary charitable contributions in the current or any of the last three fiscal years that exceed five percent of that organization’s consolidated gross revenues for that year, or $200,000, whichever is more; or (vii) the director or an immediatea family member is a partner in, or a controlling stockholder or current executive officer of, any organization to
2024 Proxy Statement | | | Marriott International, Inc. | | | 37 |
TABLE OF CONTENTS
which Marriott made, or from which Marriott received, payments for property or services in the current or any of the last three fiscal years that exceed five percent of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, other than payments arising solely from investments in Marriott securities or payments under non-discretionary charitable contribution matching programs.
b. The following commercial or charitable relationships are not relationships that would impair a Marriott director’s independence: (i) service as an executive officer of another company which is indebted to Marriott, or to which Marriott is indebted, where the total amount of either company’s indebtedness to the other is less than two percent of the total consolidated assets of the other company; and (ii) service by a Marriott director or
his or her immediatea family member
solely as
a non-employee director or trustee of
aanother entity or charitable organization
where Marriott’s discretionarythat does business with, or receives charitable contributions
to that organization are in an amount equal to or less than the greater of $200,000 or five percent of that organization’s consolidated gross annual revenues.from, Marriott. The
boardBoard annually reviews
all commercialeach director’s independence and
charitable relationshipsmakes an affirmative determination regarding the independence of
directors, and publishes whether directors previously identified as independent continue to satisfy the foregoing tests.each director.
c. For relationships not covered by the guidelines in paragraph (b) above, the determination of whether the relationship would interfere with the exercise of independent judgment in carrying out the responsibilities of a director of Marriott, and therefore whether the director would be independent, shall be made by the directors who satisfy the independence guidelines set forth in
paragraphs (a) and (b) above.this section 5.
The Board undertook its annual review of director independence in February
2016.2024. As provided in the Governance Principles, the purpose of
these reviewsthis review is to determine whether any relationships or transactions are inconsistent with a determination that the director or nominee is independent. During
these reviews,the February 2024 review, the Board recognized the
currentformer employment of
Mr. J.W. Marriott, Jr.
, and Mr. David Marriott, Mrs. Deborah
M. Harrison, and Arne M. SorensonHarrison’s role as Global Cultural Ambassador Emeritus, and the family relationships of
Mr. J.W. Marriott, Jr.
and Deborah M. Harrison with other Company executives. The Board considered that Ms. Bush,, Mr.
Henderson, Mr. Kellner, Ms. Lee, Mr. Muñoz, Mr. Reinemund, and Ms. Schwab each serve, or recently served, as directors or executive officers of companies that do business withDavid Marriott, and
that,Mrs. Harrison discussed elsewhere in
each case, the payments to and from Marriott were significantly less than the thresholds in Marriott’s Governance Principles. The Board further considered that Ms. Bush, Ms. Lee and Mr. Kellner are affiliated with charitable organizations that received contributions from the J. Willard and Alice S. Marriott Foundation and that the contribution amounts were significantly below the charitable contribution threshold set forth in Marriott’s Governance Principles.this proxy statement.
Based on the standards set forth in the Governance Principles, and after reviewing the relationships described above, the Board affirmatively determined that Mary K. Bush, Frederick A.Ms. Goren, Mr. Henderson, Lawrence W. Kellner, Debra L.Mr. Hippeau, Ms. Hobart, Ms. Lee, George Muñoz, Steven S Reinemund, W. Mitt Romney,Mr. Lewis, Ms. McCarthy, Mr. Reid, Mr. Rozanski and Susan C.Ambassador Schwab are each independent of the Company and its management. In making this determination, the Board found that none of these directors had a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director of Marriott. In addition, the Board had previously determined that Harry J. Pearce,George Muñoz, who served on the Board until the 2015 annual meeting,May 2023, was independent. J.W. Marriott, Jr.,
Mr. Anthony Capuano, Mrs. Deborah
M. Harrison, and
Arne M. SorensonMr. David Marriott are considered not independent as a result of their
current or former employment with the Company and/or family relationships.
38 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
TABLE OF CONTENTS
Board Committees
of the Board The Board has six standing committees: Audit,
Human Resources and Compensation,
Policy, Finance,Nominating and Corporate Governance, Inclusion and Social Impact, Technology and Information Security Oversight, and Executive. The Board has determined that all members of the Audit Committee, Human Resources and Compensation Committee and Nominating and Corporate Governance Committee
for Excellence,are independent under the applicable rules and
Executive.regulations of the Nasdaq Listing Standards, including the standards applicable to compensation committee members, and the SEC, that all members of the Audit Committee meet the Nasdaq listing standard of financial sophistication, and that Ms. Goren, Mr. Henderson, and Mr. Lewis are audit committee financial experts as defined in SEC rules. The Board has adopted a written charter for each committee, and those charters are available on the Investor Relations section of our website (
www.marriott.com/investorwww.Marriott.com/Investor) by clicking on “Governance” and then “Documents & Charters.” You also may request copies of the committee charters from the
Company’s CorporateCompany's Secretary.
Audit Committee
| | |
Members: | | Frederick A. Henderson (Chair), Mary K. Bush, and
Lawrence W. Kellner.
|
The members oftable below indicates the Committee are not employees of the Company. The Board of Directors has determined that the members of the Committee are independent as defined under our Governance Principles, the NASDAQ Listing Standards and applicable SEC rules.
The Audit Committee met seven times in fiscal year 2015.
There is unrestricted access between the Audit Committee and the independent auditor and internal auditors.
The Board of Directors has determined that all current members of the applicable Board committee, the primary responsibilities of such committee, and the number of meetings held in 2023.
Current Members | | | Key Responsibilities
• Oversee accounting and financial reporting, including the audit of our financial statements and internal control environment.
• Appoint and retain our independent registered public accounting firm, manage its compensation, and oversee its work.
• Oversee the performance of the internal audit function.
• Oversee compliance with legal and regulatory requirements.
• Review and consider related party transactions and policies regarding related party transactions.
• Oversee efforts to promote the safety and security of guests and associates.
• Review and approve the Company's use of swaps and other derivative instruments.
Recent Committee Focus Areas
In addition to its key responsibilities, during 2023 the Committee’s oversight included, among other things:
• At each quarterly meeting, representatives of EY and finance management were present to review accounting, internal control, auditing, and financial reporting matters, and the Committee held private sessions with the Company’s General Counsel, Chief Audit Executive, and representatives of EY; and
• Discussing and receiving briefings from management on accounting, business continuity and disaster recovery plans, insurance, tax and treasury matters, compliance with legal and regulatory requirements, the disclosure of environmental, social and governance metrics and related information in financial and regulatory filings, and guest and associate safety and security matters.
For additional information, please see the Report of the Audit Committee section of this proxy statement below. |
Isabella D.
Goren
Chair | |
Frederick A.
Henderson
| | | Aylwin B.
Lewis | |
Margaret M.
McCarthy
| | | Grant F.
Reid | |
2024 Proxy Statement | | | Marriott International, Inc. | | | 39 |
TABLE OF CONTENTS
Current Members: | | | Key Responsibilities
• Review the philosophy and design of our executive compensation program.
• Review and recommend to the Board the compensation of the President and CEO.
• Review and recommend to the Board our incentive compensation plans and equity-based plans.
• Review and approve or recommend to the Board, as applicable, senior executive development and compensation programs and oversee senior executives’ evaluations and plans for executive succession.
• Oversee our clawback and stock ownership policies.
• Oversee other human resources strategies and policies, including culture and associate engagement, talent development and retention, organizational effectiveness and efforts to promote the personal health and well-being of associates.
Recent Committee Focus Areas
In addition to its key responsibilities, during 2023 the Committee’s oversight included, among other things:
• Receiving quarterly reports from our President and CEO, Chief Human Resources Officer, and other members of management concerning executive compensation policies and trends, talent management, and associate well-being;
• Reviewing and approving executive compensation;
• Reviewing the Company’s management succession planning, including talent evaluations and development plans; and
• Continuing its oversight of the Company’s executive travel and protection program.
For additional information, please see the Report of the Human Resources and Compensation Committee section of this proxy statement below. |
Aylwin B.
Lewis
Chair | |
Eric
Hippeau | | | Lauren R.
Hobart | |
Horacio D.
Rozanski | | | Susan C.
Schwab | |
Current Members | | | Key Responsibilities
• Review and make recommendations to the Board regarding corporate governance documents and related matters (including any necessary modifications to the Governance Principles).
• Review and make recommendations to the Board regarding the size and composition of the Board and its committees and identify, evaluate, and recruit individuals to become Board members.
• Review and recommend to the Board planning for CEO succession.
• Oversee the Board’s orientation and evaluation processes.
• Review policies for political activities, lobbying and related contributions.
Recent Committee Focus Areas
In addition to its key responsibilities, during 2023 the Committee’s oversight included, among other things:
• Continuing its ongoing review of short-term and long-term Board refreshment needs and identifying potential Board candidates;
• Overseeing and participating in Company’s proxy and off-season investor engagement; and
• Reviewing and enhancing Board evaluation and education processes, including obtaining a membership in the National Association of Corporate Directors (NACD), and the Company's governance documents. |
Frederick A.
Henderson
Chair | | | Isabella D.
Goren | |
Debra L.
Lee | | | Aylwin B.
Lewis | |
40 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
TABLE OF CONTENTS
Current Members: | | | Key Responsibilities
Oversee, review, and provide guidance to the Board and management regarding strategies and policies related to:
• Associate well-being and inclusion, including the advancement of women and people from historically underrepresented groups throughout the world;
• The diversity of the Company’s hotel ownership, customer, and supplier base;
• Corporate social responsibility, including human rights, community support and engagement, inclusive operations, and responsible sourcing; and
• Environmental matters, including sustainability and climate-related issues, impacts, and risks.
Recent Committee Focus Areas
In addition to its key responsibilities, during 2023 the Committee’s oversight included, among other things:
• Initiatives related to diversity, equity and inclusion;
• Reviewing the Company’s Serve 360 goals, progress and reporting, and initiatives and efforts concerning sustainability, human rights, and investor engagement; and
• Overseeing the Company’s commitment to set a near-term science-based emissions reduction target and set a long-term science-based target to reach net-zero emissions by no later than 2050. |
Debra L.
Lee
Chair | |
Anthony G.
Capuano | | | Deborah M.
Harrison | |
David S.
Marriott | | | Grant F.
Reid | |
Current Members: | | | Key Responsibilities
• In the context of technology, cybersecurity and privacy matters, review strategy and investments, the progress of major projects and decisions, and disaster recovery and business continuity planning.
• Review privacy and information security policies and programs.
• Review and discuss with management significant privacy and information security incidents, including response and recovery plans.
• Oversee significant regulatory and compliance matters in technology, cybersecurity and privacy matters.
Recent Committee Focus Areas
In addition to its key responsibilities, during 2023 the Committee’s oversight included, among other things:
• Receiving quarterly reports from our Chief Information Security Officer, Privacy Officer, and other members of management concerning our information security and data privacy programs and related matters;
• Overseeing the Company’s multi-year, company-wide digital and technology transformation; and
• Discussing the Company’s policies for utilizing emerging technologies, including artificial intelligence. |
Margaret M.
McCarthy
Chair | |
Eric
Hippeau | | | Lauren R.
Hobart | |
Horacio D.
Rozanski | | | Susan C.
Schwab | |
The Board also maintains an Executive Committee (Mary K. Bush, Frederick A.that is chaired by Mr. Marriott and on which Mr. Capuano, Mr. Henderson and Lawrence W. Kellner) are financial expertsMs. Lee serve as defined in SEC rules.
Responsibilities include:
Overseeing the accounting, reporting, and financial practices of the Company and its subsidiaries, including the integrity of the Company’s financial statements.
Overseeing the Company’s internal control environment and compliance with legal and regulatory requirements.
Appointing, retaining, overseeing, and determining the compensation and services of the Company’s independent auditor.
Pre-approving the terms of all audit services, and any permissible non-audit services, to be provided by the Company’s independent auditor.
Overseeing the independent auditor’s qualifications and independence, including considering whether any circumstance, including the performance of any permissible non-audit services, would impair the independence of the Company’s independent registered public accounting firm.
Overseeing the performance of the Company’s internal audit function and internal auditor.
Reviewing the Company’s conflict of interest and related party transactions policies, and approving certain related party transactions as provided for in those policies.
Compensation Policy Committee
| | |
Members: | | Steven S Reinemund (Chair), Mary K. Bush, and Susan C. Schwab. |
The members of the Committee are not employees of the Company. The Board has determined that the members of the Committee are independent as defined under our Governance Principles and satisfy the standards of independence under the NASDAQ Listing Standards for directors and compensation committee members.
The Compensation Policy Committee met four times in fiscal year 2015.
Responsibilities include:
Overseeing the evaluation of the Company’s senior executives and reviewing and approving, subject to Board approval in some cases, the appropriateness of senior executive compensation program objectives and the plans designed to accomplish these objectives.
Approving and recommending to the Board:
Compensation actions for the Executive Chairman and the President and Chief Executive Officer
Incentive compensation plans and other equity based plans
Corporate officer nominations
Setting and recommending to the Board the annual compensation for non-employee directors.
Overseeing the assessment of the risks relating to the Company’s compensation policies and programs, and reviewing the results of the assessment.
Reviewing the annual Executive Talent assessment conducted by the President and Chief Executive Officer and the Chief Human Resources Officer.
Adopting and reviewing compliance with the Company’s stock ownership guidelines for senior executive officers and non-employee directors.
Finance Committee
| | |
Members: | | W. Mitt Romney (Chair), Deborah M. Harrison, Lawrence W. Kellner, George Muñoz,
and Susan C. Schwab. |
The members of the Committee are not employees of the Company. The Board has determined that the members of the Committee other than Deborah M. Harrison are independent as defined under our Governance Principles and the NASDAQ Listing Standards.
The Finance Committee met three times in 2015.
Responsibilities include:
Making recommendations to the Board for approval of an annual consolidated budget and reviewing the Company’s performance against such budget.
Providing guidance to the Board and management on proposed mergers, acquisitions, divestitures and other significant transactions and investments that are required to be submitted for Board approval.
Providing guidance to the Board and management on the Company’s capital adequacy, credit rating, borrowing needs and proposed debt and equity programs.
Providing guidance to the Board and management on the Company’s stockholder distribution activities including dividend payments, share repurchases and similar activities.
Providing guidance to the Board and management on the Company’s corporate insurance coverage.
Nominating and Corporate Governance Committee
| | |
Members: | | Lawrence W. Kellner (Chair), Debra L. Lee, and Steven S Reinemund. |
The members of the Committee are not employees of the Company. The Board has determined that the members of the Committee are independent as defined under our Governance Principles and the NASDAQ Listing Standards.
The Nominating and Corporate Governance Committee met three times in 2015.
Responsibilities include:
Making recommendations to the Board regarding corporate governance matters and updates to the Governance Principles.
Reviewing qualifications of candidates for Board membership.
Advising the Board on a range of matters affecting the Board and its committees, including making recommendations with respect to qualifications of director candidates, selection of committee chairs, committee assignments and related matters affecting the functioning of the Board.
Resolving conflict of interest questions involving directors and senior executive officers.
Committee for Excellence
| | |
Members: | | Board members include Debra L. Lee (Chair), Deborah M. Harrison, George Muñoz,
and Arne M. Sorenson. Company officer members include Raymond Bennett, Chief
Global Officer, Global Operations; Anthony G. Capuano, Executive Vice President and
Global Chief Development Officer; David J. Grissen, Group President; Stephanie C.
Linnartz, Executive Vice President and Chief Marketing and Commercial Officer;
Tricia A. Primrose, Executive Vice President and Chief Global Communications and
Public Affairs Officer; and David A. Rodriguez, Executive Vice President and Chief
Human Resources Officer. |
The members of the Committee consist of at least three members of the Board. The Committee may also consist of officers and employees of the Company who are not directors. At least one member of the Committee must be independent as defined under our Corporate Governance Principles and the NASDAQ Listing Standards. The Committee’s charter provides that an independent director will always be the Chairman of the Committee.
The Committee for Excellence met twice in fiscal year 2015.
Responsibilities include:
Identifying and encouraging efforts the Company undertakes to promote and leverage the recruitment, retention, and advancement of women and minorities as employees of the Company.
Identifying and evaluating efforts the Company undertakes to promote and leverage an increasingly diverse ownership, franchisee, customer, and vendor base of the Company.
Enhancing the public’s recognition of the Company’s efforts and successes to promote diversity and value people of different backgrounds, experiences, and cultures to benefit Marriott’s strategic competitive advantage.
Executive Committee
| | |
Members: | | J.W. Marriott, Jr. (Chair), Lawrence W. Kellner, Steven S Reinemund, and Arne
M. Sorenson. |
The Executive Committee did not meet in fiscal year 2015.
Responsibilities include:
ExercisingCommittee’s responsibilities include exercising the powers of the Board when the Boardit is not in session, subject to specific restrictions as to powers retained by the full Board. Powers retained by the full Board include those relating to amendments to the certificate of incorporation and bylaws, mergers, consolidations, sales, or exchanges involving substantially all of the Company’s assets, dissolution and, unless specifically delegated by the Board to theThe Executive Committee those powers relating to declarations of dividends and issuances of stock.
did not meet in 2023.
2024 Proxy Statement | | | Marriott International, Inc. | | | 41 |
Compensation Committee Interlocks and Insider ParticipationTABLE OF CONTENTS
During fiscal 2015, the Compensation Policy Committee consisted of Steven S Reinemund (Chair), Mary K. Bush, Harry J. Pearce (through May 8, 2015) and, Susan C. Schwab (as of May 8, 2015), and none of the members of the Compensation Policy Committee is or has been an officer or employee of the Company or had any relationship that is required to be disclosed as a transaction with a related party.
Meetings of Independent
and Non-Employee Directors
Company policy requires that the independent directors meet in executive session without management present at least twice a year. In 2015,2023, the independent directors and non-employee directors met four times without management present and the independent directors met seven times without management present.privately four times. The Lead Independent Director currently Mr. Kellner, presides at the meetings of the independent directors.
The Nominating and Corporate Governance Committee oversees the design and implementation of our annual Board and committee evaluation process and reviews the process annually. The process includes the following components:
| • | Annual Board and Committee Questionnaires. Directors provide their assessments of the effectiveness of the Board and the committees on which they serve via written questionnaires. The Nominating and Corporate Governance Committee reviews the assessments and they are organized and summarized for discussion with the Board and the respective committees during executive sessions. |
| • | One-on-One Interviews. Beginning in 2024, either the Chairman of the Board or the Lead Independent Director will meet with each director individually. This process is designed to provide additional feedback on Board composition, overall Board effectiveness, and individual director performance and contributions. |
| • | Ongoing Feedback. Directors provide ongoing, real-time feedback on Board practices and effectiveness throughout the year outside of the formal evaluation process, including in executive sessions after each regularly scheduled Board and committee meeting and in informal discussions outside of Board meetings with the Chairman of the Board, the Lead Independent Director, and the President and CEO and other members of management. |
| • | Board Leadership Discussions. The Chairman of the Board, the Lead Independent Director, and the President and CEO jointly review the contributions and performance of each director annually. |
The evaluation process is an important determinant for Board tenure, and both the Board and the Nominating and Corporate Governance Committee consider the results of the process as part of the nomination and selection process for both the Board and its committees and to assess whether changes to the Board’s composition or practices are appropriate.
The Board also reviews the President and CEO’s performance annually. The Lead Independent Director organizes and leads the evaluation in collaboration with the chair of the Human Resources and Compensation Committee and the Chairman of the Board.
Director Orientation and Continuing Education All new directors participate in our director orientation program. This orientation program includes a thorough review of background material, meetings with board members and senior management, and Company education sessions. The orientation allows new directors to become familiar with our industry and our business and strategic plans; significant financial matters; core values, including ethics, compliance programs and corporate governance practices; and other key policies and practices.
We also facilitate and encourage the participation of all Board members in continuing education programs, at the Company’s expense, that are relevant to the business and affairs of the Company and the fulfillment of the directors’ responsibilities as members of our Board and its committees. In 2023, in addition to presentations and discussions at our Board meetings and regular ongoing contact with management, our continuing education efforts included the following:
| ✔ | Provided memberships and subscriptions to boardroom news resource platforms and leading director education associations, including the NACD. |
| ✔ | Hosted education sessions for the full Board led by internal and external experts, including sessions related to cybersecurity and climate. |
| ✔ | Reimbursed directors for the costs of attending external director education events and other forums relevant to the responsibilities of board members and/or the business and affairs of the Company. |
| ✔ | Hosted Board meetings at properties in a variety of locations to enhance the Board’s exposure to our brands and offerings. In conjunction with each Board meeting, we conducted local market hotel tours or hosted other events that allowed directors to meet and interact with owners and franchisees, on-property associates, and above-property management associates. |
| ✔ | Involved Board members in events and activities that further enhanced their understanding and appreciation of our culture and core values, including Serve 360 activities and our annual Awards of Excellence program. |
42 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
TABLE OF CONTENTS
The Board
of Directors is responsible for overseeing the Company’s processes for assessing and managing risk. The Board considers our risk profile when reviewing our annual business plan and incorporates risk assessment into its decisions impacting the Company.
InRisks are identified and managed in connection with the Company’s robust enterprise risk management process, and in performing its oversight responsibilities, the Board
receives an annual risk assessment report from the Chief Financial Officer and discussesreviews with management the most significant
enterprise risks
facingthat have been identified by both the
Company.The Board also has delegated certain risk oversight functions to the Audit Committee. In accordance with its charter, the Audit Committee periodically reviews and discusses the Company’s
businessmanagement, including strategic, operational, financial, external/regulatory, industry, and financial risk managementreputation risks, as well as management’s process and risk assessment policiesresources needed for addressing and procedures with senior management, the Company’s independent auditor, and the Chief Audit Executive. The Audit Committee incorporates its risk oversight function into its regular reports to the Board.
In addition, the Compensation Policy Committee reviewed a risk assessment to determine whether the amount and components of compensation for the Company’s employees and the design of compensation programs might create incentives for excessive risk-taking by the Company’s employees. As explained in the CD&A below, the Compensation Policy Committee believes that our compensation programs encourage employees, including our executives, to remain focused on a balance ofmitigating the short- and long-term operationalpotential effects of such risks. The Board continuously evaluates its approach in addressing top risks as circumstances evolve, and financial goalsthe Company’s risk oversight processes and disclosure controls and procedures are designed to appropriately escalate key risks to the Board as well as to analyze potential risks for disclosure.
The Board receives regular updates from management with respect to various enterprise risk management issues, including updates on governance processes associated with managing risks, the status of projects to strengthen the Company’s risk mitigation efforts, and recent incidents impacting the industry and threat landscape. The Board receives updates through presentations, written materials, teleconferences, and other appropriate means of communication, with opportunities for questions, robust discussion and feedback. Throughout the year, a portion of the Board and relevant committee meetings are dedicated to reviewing and discussing specific risk topics in greater detail, which in 2023 included discussions related to geopolitical conditions, industry trends and threats, information security and emerging technologies, safety and security, sustainability and climate, and talent and workforce matters. In addition, each regular Board meeting includes a report by the President and CEO that includes discussion of the most significant issues affecting the Company, and the Board receives periodic updates on certain risks and global trends and conditions that may impact the Company’s strategy and financial performance.
The Board has delegated to its committees responsibility for further oversight of specific risks that fall within the committees’ areas of responsibility, as summarized below. The committees regularly report back to the full Board. |
Audit | | | Technology and Information Security Oversight |
• Reviews and discusses the Company’s business and financial risk management and risk assessment policies and procedures with senior management, the Company’s independent auditor, and/or the Chief Audit Executive, including matters related to disaster recovery, business continuity, foreign currency, and risk disclosure.
• Primarily responsible for hiring and evaluating our independent registered public accounting firm, reviewing our internal controls, and overseeing our internal audit function.
• Oversees risks related to certain legal and compliance matters, including fraud and ethics, the Company’s compliance systems, and policies and procedures related to related party transactions and conflicts of interest.
• Oversees the Company’s insurance risks and efforts to promote the safety and security of guests and associates. | | | • Oversees the Company’s information security and privacy risks and the steps taken to monitor and mitigate those exposures. Our Chief Information Security Officer and our Privacy Officer regularly report to the committee on topics related to information security and privacy risks and readiness, including with respect to resources deployed to identify, assess and mitigate such risks.
• Information security and privacy risks are also discussed with the full Board, including in annual education sessions, as part of regular legal updates and management presentations, and as part of the Board’s oversight of enterprise risk management.
• Reviews the progress of major technology-related projects and technology architecture decisions (including with respect to scope, budgets and timelines), reviews whether the Company’s technology programs effectively support the Company’s business needs and objectives, and monitors and oversees technology trends and threats. |
Human Resources and Compensation |
• Oversees risks related to the Company’s human resources policies and practices, including executive development and succession, director and executive compensation and benefits, and other matters pertaining to talent management and organizational effectiveness.
• Oversees the assessment of risks relating to the Company’s compensation policies and programs and reviews and discusses whether the amount and components of compensation for the Company’s associates and the design of compensation programs might create incentives for excessive risk-taking by the Company’s associates. |
Inclusion and Social Impact |
• Oversees risks related to the Company’s social and environmental strategies and policies, including strategies and policies related to associate wellbeing and inclusion, the diversity of the Company’s associates and its ownership, customer and supplier base, corporate social responsibility efforts, and sustainability and climate-related issues, impacts and risks.
• Diversity, equity and inclusion, talent acquisition and retention, and environmental matters, including sustainability and climate-related issues and other environmental, social and governance matters are also discussed with the full Board as part of regular updates and management presentations, and as part of the Board’s oversight of enterprise risk management. |
Nominating and Corporate Governance |
• Monitors the Company’s processes to maintain proper corporate governance standards and oversees risks related to Board leadership, composition and refreshment.
• Reviews the Company’s policies governing political contributions, lobbying, and personal political activities, including efforts to assess and manage risks relating to political activities and expenditures. |
2024 Proxy Statement | | | Marriott International, Inc. | | | 43 |
TABLE OF CONTENTS
We value the insights and perspectives of our stockholders and have extensive engagement with the investment community throughout the year, including as follows:
From time to time, the Lead Independent Director participates in discussions with stockholders to discuss proxy items or other issues where Board-level involvement is appropriate. In 2023, our Lead Independent Director spoke with various stockholders who have long-term, significant investments in the Company to discuss proxy matters, corporate governance, executive compensation, and key environmental and social topics. Feedback from these discussions, proxy season developments, and voting results and trends are shared with the Nominating and Corporate Governance Committee and the full Board, as needed.
Our relevant subject matter experts engage with stockholders on a variety of matters related to the Company, including executive compensation, Board governance and composition, risk oversight, climate and sustainability, and a variety of social issues. These discussions help foster a dialogue around governance practices and additional topics of interest to our investors, and we consider potential changes to governance or compensation practices, public disclosures or other practices in light of investor feedback.
Our Investor Relations team regularly speak with existing and prospective investors in individual and group investor meetings, as well as at investor conferences. These meetings can include participation by our President and CEO, our Chief Financial Officer, or other senior executives. Discussions cover a wide variety of topics that help augment investors’ understanding of the Company, including an overview of business trends; our corporate strategy, priorities and thereby reducesgoals; our financial performance; and our outlook. During these meetings, we also seek investors’ input and feedback so we can remain well informed regarding their perspectives.
Our Investor Relations team held a half-day Security Analyst Meeting in September 2023 where our President and CEO and other members of his senior leadership team discussed the potentialCompany’s strategic priorities and shared a 3-year financial model.
Our quarterly earnings calls are another key aspect of our investor engagement process. During the calls, our President and CEO and our Chief Financial Officer provide prepared remarks and respond to questions regarding historical results, current business trends, and the outlook for actions that involve an excessive levelfuture periods. We post transcripts from our earnings calls, the Security Analyst Meeting and public presentations at investor conferences on our Investor Relations website, where stockholders can also find earnings press releases, sustainability reports, stock information, and other financial, operational and governance information.
The feedback received from our stockholder engagement is regularly summarized and shared with our Board to help inform our decision-making, enhance our corporate disclosures, and shape our future practices. In total, during fiscal year 2023, we spoke with investors from more than 400 institutions in individual and group meetings and at conferences. These investors represent a majority of
risk.our institutional investor base.
Stockholder Communications with the Board
Stockholders and others interested in communicating with the Lead
Independent Director,
the Chair of the Nominating and Corporate Governance Committee, the Audit Committee,
or the non-employee
directors, or any of the employee directors may do so by
e-mailemail to
business.ethics@marriott.com or
inby writing to the Business Ethics Department, Department 52/924.09,
10400 Fernwood Road,7750 Wisconsin Avenue, Bethesda, Maryland
20817. All communications20814. Communications are forwarded to the appropriate directors for their review, except that the Board has instructed the Company not to forward solicitations, bulk mail or communications that do not address Company-related issues. The Company reports to the directors on the status of
all outstanding concerns addressed to the non-employee directors,
the Lead Independent Director, the Chair of the Nominating and Corporate Governance Committee, or the Audit Committee on a
quarterlyregular basis. The non-employee directors,
the Lead Independent Director, the Chair of the Nominating and Corporate Governance Committee,
orand the Audit Committee may direct special procedures, including the retention of outside advisors or counsel, for any concern addressed to them.
Code of Ethics and Business Conduct Guide
The Company has long maintained and enforced a Code of Ethics that applies to all Marriott associates, including our
Chairman of the Board, Chief Executive Officer,President and CEO, Chief Financial Officer, and Principal Accounting Officer, and to each member of the Board. The Code of Ethics is encompassed in our Business Conduct Guide, which is available in the Investor Relations section of our website (
www.marriott.com/www.Marriott.com/investor) by clicking on
“Corporate Governance”“Governance” and then “Documents & Charters.” We
will promptlyintend to post on that website any future changes or amendments to our Code of Ethics, and any waiver of our Code of Ethics that applies to
our Chairman of the Board, any of our executive officers or a member of our
Board.Board, within four business days following the date of the amendment or waiver.
44 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
AUDIT COMMITTEE REPORT AND INDEPENDENT AUDITOR FEESTABLE OF CONTENTS
Audit Committee Report and Independent Auditor Fees Report of the Audit Committee
The Audit Committee reviews the Company’s financial reporting process on behalf of the
Board of Directors.Board. Management has the primary responsibility for the financial statements, the reporting process, and maintaining an effective system of internal control over financial reporting. The Company’s independent auditor is engaged to audit and express opinions on the conformity of the Company’s financial statements to
accounting principlesU.S. generally accepted
in the United Statesaccounting principles and the effectiveness of the Company’s internal control over financial reporting.
In this context, the Audit Committee has reviewed and discussed the audited financial statements together with the results of management’s assessment of
the internal control over financial reporting with management and the Company’s independent auditor. The Audit Committee also discussed with the independent auditor those matters required to be discussed by the independent auditor with the Audit Committee under
the rules adopted byapplicable requirements of the Public Company Accounting Oversight Board (“
PCAOB”PCAOB”). The Audit Committee has received the written disclosures
andalong with the
letter fromannual communication of independence, including direct discussion with the independent auditor
required byregarding the independent auditor’s independence, in accordance with the applicable requirements of the
PCAOB, regarding the independent auditor’s communications with the Audit Committee concerning independence, and has discussed with the independent auditor the independent auditor’s independence.PCAOB.
Relying on the reviews and discussions referred to above, the Audit Committee recommended to the Board,
of Directors, and the Board
has approved,
thatthe inclusion of the audited financial statements
be included in the Company’s Annual Report on
SEC Form 10-K for the year ended December 31,
2015,2023, for filing with the SEC.
Members of the Audit Committee:
Isabella D. Goren (Chair)
Frederick A. Henderson
(Chair)Mary K. Bush
Lawrence W. Kellner
Aylwin B. Lewis
Margaret M. McCarthy
Grant F. Reid
Pre-Approval of Independent Auditor Fees and Services Policy
The Audit Committee’s Pre-Approval of Independent Auditor Fees and Services Policy provides for pre-approval of all audit, audit-related, tax and other permissible non-audit services provided by our principal independent auditor on an annual basis and additional services as needed. The policy also requires additional approval of any engagements that were previously approved but are anticipated to exceed pre-approved fee levels. The policy permits the Audit Committee Chair to pre-approve principal independent auditor services with estimated fees up to $100,000 (provided that the Audit Committee Chair reports to the full Audit Committee at the next meeting on any pre-approval determinations).
2024 Proxy Statement | | | Marriott International, Inc. | | | 45 |
TABLE OF CONTENTS
Audit Committee Report and Independent Auditor Fees
Independent Registered Public Accounting Firm Fee Disclosure
The following table presents fees for professional services rendered by our independent registered public accounting firm for the audit of our annual financial statements for
fiscal 20152023 and
fiscal 20142022 and fees billed for
permissible audit-related services, tax services and all other services rendered by our independent registered public accounting firm for
fiscal 20152023 and
fiscal 2014.2022. The Audit Committee approved all of the fees presented in the table below.
| | | | | | | | |
| | | Independent Registered Public
Accounting Firm Fees Paid
Related to Fiscal Year 2015
| | | Independent Registered Public
Accounting Firm Fees Paid
Related to Fiscal Year 2014
| |
| | | Ernst & Young LLP
| | | Ernst & Young LLP
| |
Audit Fees: | | | | | | | | |
Consolidated Audit(1) | | $ | 4,155,000 | | | $ | 3,954,700 | |
International Statutory Audits(2) | | | 984,000 | | | | 1,870,700 | |
| | |
|
|
| |
|
|
|
| | | | 5,139,000 | | | | 5,825,400 | |
| | |
|
|
| |
|
|
|
Audit-Related Fees(3) | | | 512,000 | | | | 414,900 | |
Tax Fees(4) | | | 622,000 | | | | 641,000 | |
All Other Fees | | | — | | | | — | |
| | |
|
|
| |
|
|
|
Total Fees | | $ | 6,273,000 | | | $ | 6,881,300 | |
| | |
|
|
| |
|
|
|
Audit Fees: | | | | | | |
Consolidated Audit(1) | | | 7,731,000 | | | 7,195,000 |
International Statutory Audits(2) | | | 2,793,000 | | | 2,544,000 |
| | | 10,524,000 | | | 9,739,000 |
Audit-Related Fees(3) | | | 856,000 | | | 824,000 |
Tax Fees(4) | | | 402,000 | | | 498,000 |
Total Fees | | | 11,782,000 | | | 11,061,000 |
| (1) |
| Principally fees for the audit of the Company’s annual financial statements, the audit of the effectiveness of the Company’s internal controlscontrol over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, the auditors’ review of the Company’s quarterly financial statements, and services provided in connection with the Company’s regulatory filings. |
| (2) |
| Fees for statutory audits of our international subsidiaries. |
| (3) |
| Principally audits as required under our agreements with our hotel owners. |
| (4) |
| Principally tax compliance services related to our international entities. |
46 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
EXECUTIVE AND DIRECTOR COMPENSATIONTABLE OF CONTENTS
Executive and Director Compensation Report of the
Human Resources and Compensation
Policy Committee
Marriott is consistently recognized as a global hospitality leader. The Company believes that building a culture of strong and consistent leadership is essential to long-term success in the hospitality industry. In fact, Marriott’s long history of service, innovation, and growth is built on our core value of putting people first and our talent strategy is foundational to the Company’s success. Each of the NEOs is a long-standing member of our senior management team, averaging 25 years of hospitality experience with the Company, and, in 2023, made significant contributions to achieving the Company’s financial and business priorities, while driving strategic Company expansion.
Our Company’s culture is reflected in, and reinforced by, the design and implementation of the Company’s executive compensation program, which emphasizes the following principles:
There should be a strong correlation between NEO pay and Company performance. Therefore, a substantial portion of NEO pay should be tied to achieving key performance goals.
NEOs should be paid in a manner that contributes to long-term stockholder value. Therefore, equity compensation should be the most significant component of each NEO’s total pay opportunity.
Compensation Policyshould be designed to motivate the NEOs to perform their duties in ways that will help the Company meet its short-term and long-term objectives. Therefore, compensation should consist of an appropriate mix of the following compensation elements: cash and non-cash, annual and multi-year, and performance- and service-based.
The executive compensation program must be competitive so that the Company can attract key talent from within and outside of our industry and retain key talent at costs consistent with market practice. Therefore, compensation should reflect market data, individual performance, and internal pay equity considerations, including consideration of the ratio of the President and CEO’s compensation to the other NEOs’ compensation.
The Human Resources and Compensation Committee (the
“Committee”“Committee”), which is composed solely of independent members of the Board, assists the Board in fulfilling its responsibilities relating to
the Company’s compensation and human resources policies and practices, including matters related to executive
compensation. Thedevelopment, director and executive compensation and benefits, management succession planning, and talent development and retention. As part of its responsibilities, the Committee
is responsible for overseeingoversees the Company’s executive compensation programs,
thatwhich are designed to enable the Company to attract, retain and motivate executives capable of establishing and implementing business plans in the best interests of the stockholders. The Committee, on behalf of and, in certain instances, subject to the approval of the Board, reviews and approves compensation programs for certain senior
officer positions.officers. In this context, the Committee reviewed and discussed with management the Company’s CD&A required by Item 402(b) of SEC Regulation S-K. Following the reviews and discussions referred to above, the Committee recommended to the Board that the CD&A be incorporated by reference in the Company’s
annual reportAnnual Report on Form 10-K and included in this proxy statement.
Members of the
Human Resources and Compensation
Policy Committee:
Steven S Reinemund
Aylwin B. Lewis (Chair)
Mary K. Bush
Eric Hippeau
Lauren R. Hobart
Horacio D. Rozanski
Susan C. Schwab
2024 Proxy Statement | | | Marriott International, Inc. | | | 47 |
TABLE OF CONTENTS
Executive and Director Compensation
Compensation Discussion and Analysis
This section
explainsdiscusses the Company’s executive compensation program for the following NEOs for
2015:2023:Anthony G. Capuano | | |
J.W. Marriott, Jr. | | Executive Chairman and Chairman of the Board |
Arne M. Sorenson | | President and Chief Executive Officer |
Anthony G. CapuanoKathleen K. Oberg | | | Chief Financial Officer and Executive Vice President, and Global Chief Development Officer |
David J. GrissenWilliam P. Brown | | | Group President, United States and Canada |
CarlBenjamin T. BerquistBreland | | | Executive Vice President and Chief Financial Officer* |
| | Human Resources Officer |
*Rena H. Reiss | | Mr. Berquist resigned from this position as of December 31, 2015. He continued working for the Company for a transition period in early 2016. | Executive Vice President and General Counsel |
Executive Summary
Overview
Our executive compensation program is designed to drive performance through a combination of near-term
2023 Compensation Highlights
Compensation for 2023 reflects outstanding financial and
operational objectivesoperating performance for the year. Key compensation decisions for 2023 are highlighted below and
long-term focus on our stock price performance. We believe that the consistencydiscussed in
how we manage our executive compensation program and our goals under that program has proven to be an important factormore detail in the
Company’s long-term success in the highly cyclical hospitality industry. Our philosophy continues to emphasize equity compensation as the most significant component of the NEOs’ total pay opportunity which supports our pay-for-performance objectives.2015 Financial and Operational Results under Our Annual Cash Incentive Program
Our performance-based compensation arrangements are directly linked with key financial and operational goals. In 2015, the Company’s achievements continued to be very strong, which contributed to an above target payout under our annual incentive plan. 2015 year-end financial and operational results included:
sections that follow. | • | | 24% increase in diluted earnings per share (“EPS”) over the prior year, totaling $3.15
|
9% increase in the calculated net present value of rooms approved for development over the prior year
| • | | 0.4 percentage point increase in Revenue Per Available Room Index (“RevPAR Index”) during the year
|
Exceeded Associate Engagement goals
Exceeded Guest Satisfaction goals
2015 Compensation Actions At a Glance
In his role as Executive Chairman, Mr. Marriott is compensated primarily through his annual salary and is not eligible for annual cash incentives or equity awards. His annual salary was unchanged from 2014. Because of this arrangement, references to the NEOs’ annual compensation in the remainder of this CD&A do not pertain to Mr. Marriott unless specifically stated otherwise.
For 2015, the Committee took the following compensation actions:
| • | | 2023 Base SalarySalaries: Messrs. Grissen and Berquist received The Committee increased NEO base salary increases of approximately 3% in February 2015, which was consistent with increases for all eligible management associates and with salary increases in the marketplace. Mr. Capuano received a base salary increase of 9.3% as a result of the Committee’s review of external market data as well as a consideration of internal equity. Mr. Sorenson did not receive a base salary increase as a result of the Committee’s review of external market data and its preference for not making CEO salary changes as an annual routine.
|
| • | | Annual Incentive: Payments under the Company’s annual cash incentive program are based on achievement of a pre-established EPS target and a combination of other financial and business operational performance measures tailored for each executive’s area of responsibility. The annual cash incentive program resulted in an overall above target but less than maximum payout for each NEO for 2015. Specifically, the Committee noted that the Company achieved EPS of $3.15, which was greater than the target achievement level of $2.95 and resulted in an above target payout. In addition, the Committee approved payouts at levels that were above target for 2015 but varied among the NEOs based on: (i) room growth, associate engagement and guest satisfaction at maximum achievement level, (ii) Company-wide RevPAR Index at above target achievement level, and (iii) each NEO achieving certain key individual objectives.
|
The following graph illustrates how the aggregate annual incentives paid to the NEOs change relative to changes in the Company’s annual EPS results over the past ten years.
| • | | Equity Compensation: Consistent with the Company’s pay-for-performance philosophy, the majority of each NEO’s total pay opportunity has historically been in the form of long-term equity awards. Based on a careful review of our compensation program andsalaries by 4.0% to further enhance our pay-for-performance philosophy and align our executive compensation program with stockholders’ interests, annual stock awards for NEOs for 2015 generally consisted of an equal mix of three-year vesting Performance Share Units (“PSUs”), Restricted Stock Units (“RSUs”) and Stock Appreciation Rights (“SARs”). In February 2015, the Committee approved awards with values at approximately the same level as the 2014 annual stock awards for Mr. Sorenson and at slightly higher values for each of the other NEOs7.7% based on the Committee’s review of external market data, individual performance, and internal pay equity, considerations.
|
Alignment between Executive Pay and Company Performance
The Committee believes that there should be a strong correlation between executive pay and Company performance. Therefore, the Company’s executive compensation program includes many features designed to maintain this alignment, while also protecting the Company against inappropriate risk-taking and conflicts among the interests of the Company, its stockholders and its executives. The following graph shows the historical alignment between Company performance (measured as total stockholder return (“TSR”)) and average annual Realizable Pay (as defined below) of the CEO over 3-year rolling periods. The Company believes that this analysis strongly demonstrates that, in addition to aligning pay and performance with respect to the compensation opportunity that isawarded each year, the Company’s executive compensation program also has been effective in creating close long-term alignment between performance and the value of compensation that actually may berealized by the NEOs.
* Realizable Pay is the sum of salary paid, annual incentive earned and balances of stock awards granted over each 3-year period. Stock award balances are valued at the end of the 3-year period and include the “in-the-money” value of options, SARs, PSUs (valued assuming target performance) and RSUs granted during the 3-year period. TSR reflects both stock price appreciation and reinvested dividends. The 3-year TSR rolling percentage is determined using 60-day average opening and closing prices.
Corporate Governance and Best Practices
Consistent with our commitment to executive compensation best practices, the Company continued the following NEO compensation practices for 2015:
| | | | | | |
| | | |
What We Do
| | | | | | What We Do Not Do
|
ü Executive Compensation is strongly linked to the Company’s operatingtenure and financial performance
ü NEOs are subject to stock ownership requirements and must retain 50% of the net after-tax shares received under any equity awards until they satisfy the applicable stock ownership requirement
ü NEOs are subject to compensation clawback requirements
ü The Committee follows a rigorous process in determining NEO pay, including detailed review of multiple performance factors and market compensation information
ü The Committee oversees and reviews an annual compensation risk assessment
ü The Committee is composed solely of independent members of the Board and retains an independent compensation consultant
ü We provide only “double trigger” change in control benefits
ü The Company provides stockholders with an annual vote to approve, on a non-binding, advisory basis, the compensation of the NEOs
| | | | | | × We do not have employment contracts
× We do not offer defined benefit pension plans or supplemental executive retirement plans
× We do not provide tax gross-ups
× We do not have executive severance plans
× We do not provide “single trigger” change in control benefits
× We do not reprice options or SARs without stockholder approval nor do we buy out underwater options or SARs
× We do not allow employees or directors to engage in hedging or derivative transactions related to Marriott securities
× We do not allow NEOs to hold Company stock in margin accounts or pledge such stock as collateral for loans
× We do not provide dividend equivalents on unearned performance equity awards
|
2015 “Say-on-Pay” Advisory Vote on Executive Compensation and Stockholder Engagement
At the Company’s 2015 Annual Meeting, stockholders once again expressed substantial support for the compensation of our NEOs with approximately 97% of the votes cast for approval of the “say-on-pay” advisory vote on our 2014 NEO compensation. During 2015, the Committee also sought comments from some of the Company’s largest institutional stockholders. The Committee also reviewed with its independent compensation consultant, Pearl Meyer (the “Compensation Consultant”), the elements and mix of annual and long-term executive officer compensation, the peer group, and the long-term effectiveness of the Company’s compensation programs. Based on the foregoing, the Committee determined that the structure and operation of the executive compensation program have been effective in aligning executive compensation with long-term stockholder value, and therefore determined to maintain the basic structure of the program.
Compensation Philosophy and Objectives
Marriott is consistently recognized as a global hospitality leader. The Company believes that strong and consistent leadership is the key to long-term success in the hospitality industry. Each of the NEOs is a long-standing member of our senior management team. For example, J.W. Marriott, Jr. and Arne M. Sorenson have over 80 years of combined hospitality experience with the Company. They have led Marriott’s long history of delivering results for stockholders by relying on talented, hard-working employees (“associates”) who uphold the Company’s ideals and unique culture. This culture is reflected in, and reinforced by, the design and implementation of the Company’s executive compensation program, which emphasizes the following principles.
There should be a strong correlation between NEO pay and Companyindividual performance. Therefore, a substantial portion of NEO pay should be tied to achieving key performance goals.
NEOs should be paid in a manner that contributes to long-term stockholder value. Therefore, equity compensation should be the most significant component of total pay opportunity for the NEOs.
Compensation should be designed to motivate the NEOs to perform their duties in ways that will help the Company meet its short- and long-term objectives. Therefore, compensation should consist of an appropriate mix of cash and non-cash elements.
The executive compensation program must be competitive so that the Company can attract key talent from within and outside of our industry and retain key talent at costs consistent with market practice. Therefore, compensation should reflect market data, individual performance, and internal pay equity considerations.
In keeping with these principles, the following charts1 show the percentage breakdown of target total direct compensation between performance-based (i.e., target annual incentive, PSUs and SARs) and other compensation (base salary, RSUs and other) for 2015.
Also reflecting the principles listed above, the following charts show the percentage breakdown of target total direct compensation among base salary, target annual incentive, and target annual equity compensation.
1 | | These two charts exclude pay for Mr. Marriott.
|
Compensation Process
The Compensation Committee
In designing and determining 2015 NEO pay, the Committee considered recommendations from the Company’s Executive Vice President, Global Chief Human Resources Officer and from Mr. Sorenson with regard to the compensation of the NEOs other than himself and Mr. Marriott, as well as the advice and recommendations of the Committee’s Compensation Consultant. The Committee also obtained input and approval from the full Board, with the independent directors meeting in executive session, regarding the compensation packages for Messrs. Marriott and Sorenson.
In its determinations, the Committee does not set rigid, categorical guidelines or formulae to determine the mix or levels of compensation for the NEOs. Rather, it relies upon its collective judgment as applied to the challenges confronting the Company as well as subjective factors such as leadership ability, individual performance, retention needs, and future potential as part of the Company’s management development and succession planning process.
The Committee carefully reviews numerous factors when setting NEO total pay opportunity, allocating total pay opportunity among base salary, annual incentives and annual stock awards, and determining final pay outcomes based on performance. The Committee considers our executives’ job responsibilities, tenure and experience, Company and individual performance against internal targets as well as performance of competitors, competitive recruiting and retention pressures, internal pay equity and succession and development plans.
The Committee also reviews total pay opportunity for executives at the 50thpercentile of a broad-based and select group of companies described in the discussion of Market Data below. In reviewing relevant market data, the Committee may utilize discretion in determining the relevance of each
compensation survey. For 2015, because the surveys do not reflect a comparable position for Mr. Capuano, our Executive Vice President and Global Chief Development Officer, the Committee considered multiple factors, including a review of publicly-disclosed compensation data for development and real estate executives at other hotel companies, internal pay equity and Mr. Capuano’s historical contributions to the Company and his experience in the Marriott development organization.
This review of total pay opportunity is designed as a market check to align the potential range of total direct compensation outcomes with our long-term performance expectations and actual results. An understanding of external market data helps the Company attract and retain key executive talent without serving as a rigid standard for benchmarking compensation. For example, although performance comparisons are difficult given the differences in size, customer distribution, global geographic exposure and price tier distribution, the Committee considers historical and annual business results relative to other individual lodging companies to provide additional context for evaluating annual compensation actions. The Committee also regularly reviews historical financial, business and total stockholder return results for lodging companies as well as a selected group of comparator companies prior to determining final pay amounts.
Independent Compensation Consultant
The Committee selected and retained the Compensation Consultant to assist the Committee in establishing and implementing executive and director compensation strategy. The Compensation Consultant reports to and is instructed in its duties by the Committee and carries out its responsibilities in coordination with the Human Resources Department. Other than providing executive compensation survey data to the Company as described below, the Compensation Consultant performs no other services for the Company. Based on materials presented by management and the Compensation Consultant and the factors set forth in the SEC’s Exchange Act Rule 10C-1, the Committee determined that the Compensation Consultant is independent and that the Compensation Consultant’s engagement did not raise any conflicts of interest.
Market Data
The external market data utilized by the Company for 2015 includes several broad, revenue-based surveys as well as a custom survey of companies specifically selected by the Committee. The Committee believes, based on the advice of the Compensation Consultant, that the similarly-sized companies participating in the revenue-based surveys and the companies selected for the custom survey represent the broad pool of executive talent for which the Company competes. To avoid over-emphasizing the results of one or more surveys, the Company considers the results of the revenue-based surveys as well as those of the custom survey, in terms of total pay and each component of pay. The Committee also considers compensation practices at select lodging companies. This process for identifying relevant market data is used consistently for all senior executives of the Company, including the NEOs.
Revenue-Based Survey
In general, the revenue-based surveys used as a market reference for NEO pay include companies with annual revenue ranging from $10 billion to $20 billion. For 2015, the surveys were theCHiPS Executive & Senior Management Total Compensation Survey, the Hewitt TCM General Industry Executive Total Compensation Survey, the Towers Watson CDB Executive Compensation Database,
the Equilar Top 25 Survey,and theFred Cook Survey of Long-Term Incentives. The same set of surveys was also referenced last year. The Committee did not consider the individual companies in the revenue-based surveys when making compensation decisions.
Custom Survey
There are a limited number of U.S. publicly-traded lodging companies similar to our size. Therefore, in consultation with the Compensation Consultant, the Committee selected appropriate comparator group companies from a broad universe of companies that compete with Marriott for executive talent, are of similar size in annual revenue and have a similar focus on consumers and brand image even if they do not compete directly in the lodging business. The final list of 20 comparator group companies is shown below along with select financial and non-financial metrics the Committee considered and Marriott’s percentile ranking on each of these metrics.
| | | | | | | | | | | | | | | | |
| | | 2015 Revenues(1)
as of the Fiscal
Year-End
| | | Market Capitalization(1)
as of December 31, 2015
| | | Enterprise Value(1)
as of December 31, 2015
| | | Number of
Employees
| |
Lodging Companies | | | | | | | | | | | | | | | | |
Hilton Worldwide Holdings | | $ | 11,272 | | | $ | 21,132 | | | $ | 31,036 | | | | 164,000 | |
Hyatt Hotels | | | 4,328 | | | | 6,406 | | | | 7,282 | | | | 45,000 | |
Starwood Hotels & Resorts | | | 5,763 | | | | 11,691 | | | | 13,005 | | | | 188,000 | |
Wyndham | | | 5,536 | | | | 8,268 | | | | 11,178 | | | | 37,700 | |
Travel Industry Related Companies | | | | | | | | | | | | | | | | |
Carnival | | | 15,714 | | | | 39,009 | | | | 46,401 | | | | 82,200 | |
Las Vegas Sands | | | 11,689 | | | | 34,837 | | | | 43,727 | | | | 46,500 | |
Hertz Global | | | 10,535 | | | | 6,019 | | | | 21,440 | | | | 31,000 | |
MGM Resorts International | | | 9,190 | | | | 12,833 | | | | 26,510 | | | | 44,600 | |
Royal Caribbean Cruises | | | 8,299 | | | | 22,063 | | | | 30,609 | | | | 63,400 | |
Wynn Resorts | | | 4,076 | | | | 7,028 | | | | 14,310 | | | | 20,800 | |
Other Consumer or Brand Focus Companies | | | | | | | | | | | | | | | | |
Campbell Soup | | | 8,082 | | | | 15,286 | | | | 19,124 | | | | 18,600 | |
Colgate-Palmolive | | | 16,034 | | | | 59,474 | | | | 65,269 | | | | 37,900 | |
Darden Restaurants | | | 6,764 | | | | 8,304 | | | | 9,290 | | | | 150,000 | |
Estee Lauder | | | 10,780 | | | | 32,487 | | | | 32,190 | | | | 44,000 | |
General Mills | | | 17,630 | | | | 33,617 | | | | 42,903 | | | | 42,000 | |
Kellogg | | | 13,530 | | | | 25,296 | | | | 32,814 | | | | 33,577 | |
Nike | | | 30,601 | | | | 87,131 | | | | 82,467 | | | | 62,600 | |
Nordstrom | | | 14,437 | | | | 8,519 | | | | 10,729 | | | | 67,000 | |
Starbucks | | | 19,163 | | | | 86,121 | | | | 86,859 | | | | 238,000 | |
Yum! Brands | | | 13,105 | | | | 31,080 | | | | 34,384 | | | | 70,000 | |
| | | | |
Marriott International(2) | | | 14,486 | | | | 17,182 | | | | 21,193 | | | | 127,500 | |
Percentile Rank | | | 73 | rd | | | 43 | rd | | | 36 | th | | | 82 | nd |
Source: Bloomberg
(1) | | Amounts are reported in millions. Enterprise Value is the sum of market capitalization, debt and preferred stock, less cash and cash equivalents. |
(2)• | | Revenue amount2023 Annual Cash Incentive Program: Performance factors included a focus on 2023 Adjusted EBITDA as the most critical financial metric for the Company is shown(weighted 60%) and a unifying component (weighted 40%) aligned with Marriott’s growth metrics centered on three key paths to win: Best Brands and Channels, Most Valuable Customer Base, and Be in More Places, with our people as reflected in our financial statements. However, system-wide revenues, including revenuesthe foundation of our franchisees, are much higher. Similarly,strategy. The Company’s Adjusted EBITDA (as defined below and described in Exhibit A) was approximately $4.656 billion, which reflected above-maximum level of performance, and the numbergrowth metrics component, which is evaluated on a quantitative and qualitative basis, paid out at 200% of employees is showntarget. As a result, the annual cash incentive program resulted in a maximum payout for each NEO for 2023. See “Annual Incentives” for additional details. |
| • | Annual PSUs: For PSUs granted in 2023, performance factors focus on 2025 Adjusted EBITDA with a three-year relative Total Shareholder Return (TSR) modifier of up to +/-20% to further align awards with stockholder value. Annual PSUs granted in 2021 exceeded the 2023 Adjusted EBITDA maximum resulting in a payout of 150% of target, which was further modified by +20% as reflecteda result of the Company’s total shareholder return results which were at the 99th percentile relative to the performance peer group. This resulted in our annual report. Including employees workingan overall payout of 180% of target. |
| • | 2021-2023 Stockholder Value PSUs: Stockholder Value PSUs granted in 2021 were earned at franchised and certain third-party owned hotels, our system has about 325,000 employees.an overall payout of 150% of target based on the Company’s TSR results which were at the 99th percentile relative to the performance peer group. |
The Committee reviews the comparator group annually for potential changes (e.g. due to mergers and acquisition activity or changes in company size and business mix), but does not generally anticipate making significant changes every year, in order to allow for consistency and comparability of market data from year-to-year.
20152023 Compensation in Detail
Base Salary
The Committee reviews individual base salaries for the NEOs each
In February for the current fiscal year. As a part of this review,2023, the Committee considers whether base salary levels are commensuratewas presented with the executives’ responsibilities, the external market and the Company’s and executive’s performance. For 2015, the Human Resources Department presented to the Committee market data on base salary levels at approximately the 50th50th percentile for each position and recommended base salary increases ranging from 4.0% to 7.7% for each of approximately 3% for Messrs. Grissen and Berquist. This was consistent with salary increases in the marketplace for NEOs and for management associates at the Company for the same period. For Mr. Capuano, management recommended a 9.3% salary increase after it reviewed market data and considered internal equity. Mr. Sorenson did not receive a base salary increase based on the Committee’s review of external market data and the Committee’s preference for not making CEO salary changes as an annual routine.NEOs. The Compensation ConsultantCompany’s independent compensation consultant, Pearl Meyer (the “Compensation Consultant”), reviewed and supported the recommendations whichrecommendations. After careful discussion and consideration of the external market data, internal pay equity, tenure and individual performance, the recommended salaries for the NEOs were approved by the Committee and, with respect to Messrs. Marriott and Sorenson,Mr. Capuano, by the independent members of the Board.and non-employee directors.
Anthony G. Capuano | | | 1,400,000 | | | 1,300,000 | | | 7.7 |
Kathleen K. Oberg | | | 936,000 | | | 900,000 | | | 4.0 |
William P. Brown | | | 810,000 | | | 775,000 | | | 4.5 |
Benjamin T. Breland | | | 725,000 | | | 675,000 | | | 7.4 |
Rena H. Reiss | | | 740,000 | | | 710,000 | | | 4.2 |
48 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
TABLE OF CONTENTS
| | | | | | | | | | | | |
| | | 2015 Base Salary ($)
| | | 2014 Base Salary ($)
| | | 2014 to 2015
Increase (%)
| |
J.W. Marriott, Jr. | | | 3,000,000 | | | | 3,000,000 | | | | 0 | |
Arne M. Sorenson | | | 1,236,000 | | | | 1,236,000 | | | | 0 | |
Anthony G. Capuano | | | 725,000 | | | | 663,063 | | | | 9.3 | |
David J. Grissen | | | 725,000 | | | | 700,000 | | | | 3.6 | |
Carl T. Berquist | | | 764,909 | | | | 742,630 | | | | 3.0 | |
Executive and Director Compensation
To promote growth and profitability, the Company’s annual cash incentive program is based on actual performance measured against pre-established financial and business operational targets. The annual cash incentive design rewards executives for achieving annual
corporate and individualCompany performance objectives that support long-term financial and operational success.
At its February 2015 meeting, the Committee approved specific performance objectives and targets under the annual cash incentive program for 2015. In February 2016, upon review of the 2015 fiscal year financial results and taking into account the Company’s performance relative to lodging and other comparator companies, the Committee reviewed each NEO’s performance against the pre-established performance objectives to determine the actual cash incentive payments, as discussed below. All of the Committee’s decisions regarding annual cash incentives for Mr. Sorenson were subject to and received Board approval.
As reflected in the following table, target awards under the annual cash incentive program
range from 150%were 200% of salary for Mr.
Sorenson to 75%Capuano, and 100% for
the other NEOs. The Committee determined the differences ineach of Ms. Oberg, Mr. Brown, Mr. Breland and Ms. Reiss. In setting the target
award percentages between NEOs primarily by considering internal factors, including pay equity with other executives, differences in responsibilities, significant promotions andfuture potential. Theawards, the Committee also reviewed market data for each position and determined that the incentive amounts payable upon achievement of target performance levels would result in total cash compensation (base salary plus annual incentive) that would be at or near the 50th percentile.
50th percentile of a broad-based and select group of companies described in the discussion of Market Data below.Name
| | Target Award as a
% of Salary
| |
J.W. Marriott, Jr.
| | | n/a | |
Arne M. Sorenson
| | | 150 | |
Anthony G. Capuano | | | 75 | 200 |
David J. Grissen
Kathleen K. Oberg | | | 75 | 100 |
Carl
William P. Brown | | | 100 |
Benjamin T. BerquistBreland | | | 75100 |
Rena H. Reiss | | | 100 |
The annual cash incentive planprogram performance factors are intended to establish high standards consistent with the Company’s quality goals, which are designed to be achievable, but not certain to be met. The Company believes that these factors are critical to achieving success within the hospitality and service industry. The weighting of each performance factor varies slightly among the NEOs by position due to differences in responsibility. The table below displays the respective weightings of the relevant performance measures and the aggregate actual performance for 2015
Awards under the
annual cash incentive program. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name
| | Annual Cash Incentive Plan Program Components
| | | Actual
Payout
| |
| | Earnings
Per
Share
| | | Operating
Profit -
Americas
| | | Room
Growth(1)
| | | Associate
Engagement(1)
| | | RevPAR
Index(1)
| | | Guest
Satisfaction(1,2)
| | | Individual
Achievement
| | | Total
| | | Percent
of
Target(3)
| |
J.W. Marriott, Jr. | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | |
Arne M. Sorenson | | | 60 | | | | n/a | | | | 10 | | | | 5 | | | | 10 | | | | 5 | | | | 10 | | | | 100 | | | | 196 | |
Anthony G. Capuano | | | 10 | | | | n/a | | | | 75 | | | | 5 | | | | 5 | | | | 0 | | | | 5 | | | | 100 | | | | 198 | |
David J. Grissen | | | 25 | | | | 25 | | | | 15 | | | | 5 | | | | 15 | | | | 5 | | | | 10 | | | | 100 | | | | 165 | |
Carl T. Berquist | | | 60 | | | | n/a | | | | 10 | | | | 5 | | | | 10 | | | | 5 | | | | 10 | | | | 100 | | | | 196 | |
2023 Annual Incentive Plan were subject to achieving a threshold Adjusted EBITDA level; no awards could be earned unless the Company’s Adjusted EBITDA for the year equaled or exceeded $3.65 billion. Once this threshold was met, each NEO’s award was calculated based on the achievement of Company Adjusted EBITDA (weighted 60%) and both a quantitative and qualitative evaluation of goals aligned with Marriott’s strategic growth metrics centered on our three key paths to win: Best Brands and Channels, Most Valuable Customer Base, and Be in More Places, with our people as the foundation of our strategy (weighted 40%). These financial, operational and strategic goals are described more fully below. Company-wide results except that Mr. Grissen’s components are measured against the Americas division, his primary area of responsibility.Adjusted EBITDA(1)(2) | Less than $3.65 billion | | | 0% |
$3.65 billion | | | 25% |
$4.16 billion | | | 100% |
$4.58 billion or greater | | | 200% |
(2) | | The guest satisfaction factor used in prior years was removed for 2014 but was reintroduced in 2015 after the Company launched a new guest feedback program. |
(3) | | We report the potential awards under the annual cash incentive program for 2015 in dollars in the Grants of Plan-Based Awards for Fiscal Year 2015 table, and the actual award amounts earned under the annual cash incentive program for 2015 in dollars in the Summary Compensation Table following the CD&A. |
The performance factors for each NEO under the annual cash incentive program for 2015 were:
| • | | EPS and Operating Profit: The Company places a heavy emphasis on EPS as a performance measure because EPS is an important indicator of Company profitability and aligns the interests of management with those of stockholders. The Company uses EPS as reported under U.S. GAAP, as may be modified during the target-setting process for items that are not expected to have a direct impact on the business going forward, although no such adjustments were made for 2015 EPS targets.
|
For 2015, the Company established the EPS target primarily through an extensive annual budgeting process whereby each hotel and individual corporate unit developed and submitted a budget. The Company then developed a consolidated Company budget considering external market factors such as global and domestic economic forecasts, and lodging industry outlook, as well as internal factors such as current revenue from group bookings, expected unit growth for the year, and expected capital needs. In addition, in setting the EPS target, the Committee incorporates
what it anticipates will be the approximate impact on EPS of the Company’s planned share buy-back program for the year. The Board reviewed and approved the budget in February 2015. Considering these factors, the Committee set the EPS target for 2015 at a level that the Committee believed was achievable but not certain to be met, which was $2.95. This target was approximately 16% higher than the Company’s reported U.S. GAAP diluted EPS for 2014 of $2.54. For 2015, the Committee established the following payout scale for EPS performance:
| | | | | | |
EPS Achievement vs. Target | | Incentive Award | | Payout as % of Target* | |
Below 87% | | No Payment | | | 0 | % |
87% | | Threshold Payment | | | 25 | % |
100% | | Target Payment | | | 100 | % |
107% and Above | | Maximum Payment | | | 200 | % |
| | | | | | |
| | | | |
| | *
| (1)
| If the achievement falls between two of the stated Adjusted EBITDA performance levels, the incentive paymentpayout percentage is interpolated between the corresponding incentive levelslevels. |
(2)
| Adjusted EBITDA under the Annual Incentive Plan is calculated as the non-GAAP measure that Marriott reports to investors as Adjusted EBITDA (as described in Exhibit A), subject to certain additional adjustments, if applicable for such year. There were no such additional adjustments for 2023. |
The above performance targets were determined in early 2023 during a time of uncertainty for the industry and global economy. Nevertheless, the Adjusted EBITDA performance targets were set at levels that would require significant year-over-year growth, approximately 8% and approximately 19% to achieve target and maximum performance, respectively.
2024 Proxy Statement | | | Marriott International, Inc. | | | 49 |
TABLE OF CONTENTS
Executive and Director Compensation
Marriott’s growth metrics are intended to measure progress against key Company-wide quantitative and qualitative business objectives for all NEOs. All of the goals in this component emphasize near-term and long-term actions critical to our continued success.
Like Adjusted EBITDA, the below growth metrics were determined in early 2023 during a time of uncertainty for the industry and global economy and were set at levels that would require year-over-year growth to achieve a target payout and would require significant effort from each NEO to drive the success of the business. In aggregate, the Committee determined to weight the growth metrics at 40% of the overall annual incentive plan given how critical they are to the Company’s diluted EPS as reported under U.S. GAAP for 2015 was $3.15, which resulted in an above target achievementsuccess.
Best Brands & Channels | | | Be in More Places |
Improve guest satisfaction survey results | | | Achieve room growth targets |
In determining the growth metrics component payout level
and payout.For Mr. Grissen, in addition to EPS, hisfollowing year-end, the Committee considered the financial performance objectives included operating profit fromof the Americas division, his primary areaCompany and took a holistic view of responsibility. The Americas operating profit target was $1.248 billion and the results were $1.283 billion, corresponding with an above target achievement level and payout.
| • | | Room Growth: Assessment of room growth is based on a net present value estimate/calculation utilized by our management and Board in evaluating the potential performance of completed development projects. The room growth target was reviewed and approved by the Board in February 2015 at a level that is significantly above 2014 targets. This target level is based on an extensive annual budgeting process whereby a budget was developed for each geographic region that was identified for potential growth and consolidated and finalized by the Company’s Lodging Development Department after consideration of external market factors such as global and domestic economic forecasts and lodging industry outlook. For Mr. Grissen, this same process is followed to establish the room growth target for the Americas division.
|
For each NEO except Mr. Capuano, achievement of less than the target resultsbusiness objectives described above, as well as other accomplishments in the key areas as described in the table below, with no component payout, and for Mr. Capuano achievement of 59% of the target results in a threshold component payout. Maximum payout is achieved at achievement of 118% of the room growth target for each NEO other than Mr. Capuano, for whom maximum is achievement of 176% of target. The Committee established a wider performance and payout range for Mr. Capuanospecific weightings applied to more accurately measure and incentivize him for achieving growth goals. For 2015, the net present value of rooms approved for development exceeded the 2014 growth by approximately 9% and exceeded each NEO’s performance target.
any objective or accomplishments. • | | Associate Engagement: Assessment of associate engagement is measured by Reshaped the results ofsenior executive team to remain nimble and effective in driving strategies to benefit our guests, associates, and owners and franchisees around the Company’s annual associate engagement survey (conducted by a third party) as compared against external benchmark results provided by the third party company. For 2015, the Companyworld
• Responded to unprecedented crises, geopolitical tensions, and humanitarian challenges including continued conflict in Ukraine and the Americas division exceededMiddle East, earthquakes in Turkey and Syria, and fires in Maui
• Exceeded goals as well as the “Best Employer” benchmark which resulted infor the Company-wide associate leadership index survey
• Made progress toward diversity, equity, and inclusion goals and enhanced our efforts to include a maximum achievement levelrange of initiatives and payout.
|
| • | | RevPAR Index: The Company retains a third partyprograms to collectsupport our goal to make all stakeholders (including associates, guests, owners and compile the data used to calculate a worldwide RevPAR Index, or Americas RevPAR Indexfranchisees, and suppliers) feel welcome and valued
• Exceeded goals for Mr. Grissen. RevPAR Index measures each hotel’s RevPAR against the RevPAR of a group of comparable hotels
|
| generally in the same market and lodging segment, stated as a percentage. RevPAR Index is an industry-specific measure of relative performance. Worldwide RevPAR Index is a weighted average of the RevPAR Index of all our hotels (or all hotels in the Americas for Mr. Grissen) except for such hotels that recently opened, recently underwent a significant renovation, or had incomplete competitive reporting. In order for any payout to occur, the Company’s worldwide (or Americas) RevPAR Index score must exceed 100. A score above 100 indicates that the Company has a premium RevPAR relative to its competitors. RevPAR Index must reflect an increase over prior year RevPAR Index results to exceed target component payout. Since the Company’s historical positioning relative to competitors has been strong, year-over-year increases in RevPAR Index indicate additional improvements in relative performance. For 2015, the Company achieved an overall RevPAR Index score above 100 and a year-over-year increase of 0.4 percentage points resulting in an above target but below maximum payout. For the Americas, the Company achieved a RevPAR Index score above 100 and a year-over-year decrease of 0.1 percentage points resulting in a below target but above threshold payout.
|
| • | | Guest Satisfaction: Assessment of Guest Satisfaction is based on Company-wide guest satisfaction survey results significantly improving over the prior year
• Exceeded monthly active user goals for the year,Marriott Bonvoy app
• Exceeded goals for Marriott Bonvoy loyalty member engagement, enrollments, and net promoter scores
• Signed a record number of organic management and franchise agreements – an average of nearly 2.5 deals a day – representing approximately 164,000 rooms globally
• Achieved strong net rooms growth of 4.7%
• Announced the signing of an exclusive long-term strategic licensing agreement with MGM Resorts International and the creation of the Americas division for Mr. Grissen, comparedMGM Collection with pre-established goals. Company-wide results, are based on a compilationMarriott Bonvoy, comprised of survey results from numerous satisfaction surveys16 of MGM's hotel and resort destinations, representing nearly 40,000 rooms in Las Vegas and other markets across the Company’s brands. The annual goals are designed to be difficult to accomplish and not certain to be met. For 2015, eachU.S., which launched in early 2024
• Entered the high-growth affordable midscale segment with the acquisition of the NEOs achieved guest satisfaction scores that corresponded with a maximum payout.
|
| • | | Individual Achievement: Each year the Company sets specific, individual management objectives for the NEOs. Each NEO has a different set of objectives that is aligned to his unique responsibilities and role within the Company. The objectives are developed by the Chief Executive Officer and members of his executive team, and reviewed, modified as necessary and approved by the Committee (or the BoardCity Express brand portfolio in the case of Mr. Sorenson’s management objectives). The management objectives generally are difficult to accomplishCompany's Caribbean and relate to key duties ofLatin America (CALA) region, representing 17,300 rooms
• Continued expansion in the positions. Examples of the types of management objectives are: execute brand distinction strategy; winaffordable midscale segment with the next generation travelers; execute agreementsannouncement of StudioRes and Four Points Express by Sheraton
• Achieved certain impactful cybersecurity and technology-related goals
|
50 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
TABLE OF CONTENTS
Executive and Director Compensation
• #10 on Fortune 100 Best Companies to Work For®, Great Place to Work®, Fortune
• Best Workplaces for Parents™, Great Place to Work®, Fortune
• Best Workplaces for Women™, Great Place to Work®, Fortune
• #1 Best Workplaces in supportGreater China™, Great Place to Work®
• PEOPLE Companies that Care®, Great Place to Work®, PEOPLE
• DiversityInc Hall of continued growth;Fame Companies, DiversityInc
• World’s Best Companies 2023, TIME
• Best Hotel Chain (Global), Skift Meetings
• Best Companies for Diversity, Equity, and optimizeInclusion, Black Enterprise
• 50 Best Companies for Latinas to Work for in the benefits of the Company’s major infrastructure initiatives.U.S., LATINA Style
• America’s Greatest Workplaces, Newsweek
• America’s Greatest Workplaces for Parents, Newsweek
• America’s Greatest Workplaces for Veterans, Newsweek
• America’s Greatest Workplaces for LGBTQ+ 2023, Newsweek
• America’s Most Responsible Companies, Newsweek | | | • 100 Best Companies, Seramount
• Top Companies for Executive Women, Seramount
• Corporate Equality Index, Human Rights Campaign Foundation
• Leading Disability Employer Seal, National Organization on Disability
• Best Places to Work for Disability Inclusion, named by Disability:IN
• America’s Best Employers for Diversity, Forbes
• America’s Best Employers for New Graduates, Forbes
• America’s Best Employers for Veterans, Forbes
• World’s Best Employers, Forbes
• America’s Best Large Employers, Forbes
• World’s Top Companies for Women, Forbes
• Worlds Most Admired Companies (Category: Hotels, Casinos, and Resorts), Fortune
• 2023 Gender Equality Index, Bloomberg
• 100 Best ESG Companies For 2023, Investor’s Business Daily |
The
Committee applies a rigoroustable below outlines the performance achieved and
largely subjective assessment of each NEO’s qualitative performance relative to the
management objectives. The management objectives are not assigned specific weightings and may be modifiedaggregate actual payout approved by the Committee
duringas a percentage of target under the
performance period if a change in business circumstances warrants. The actual payments relating to management objectives are determined by the Committee based on its subjective assessment of each NEO’s job performance for the year. Maximum or above target payouts typically occur if the Committee views the NEO’s overall performance to have been superior after its review of the achievement levels for each of the objectives. No payments are made if performance is below threshold expectations. For each of the five years preceding 2015, the NEOs received award levels varying from above target to a maximum payout for individual achievement reflecting consistently strong performance in recent years. For 2015, each NEO achieved key individual objectives, including operational objectives such as the initiatives identified above, resulting in maximum payouts.2023 Annual Incentive Plan.
Company-wide Financial Component
(60% of total bonus) | | | Growth Priorities Component
(40% of total bonus) | | | Actual Payout as
a Percent of Target |
200% | | | 200% | | | 200% |
Long-Term Incentive Awards
The Company
annually grants equity compensation awards to the
NEOs underNEOs. The 2023 annual awards were granted pursuant to the Marriott International, Inc. Stock and Cash Incentive Plan,
(thebut awards granted after May 2023 are made pursuant to the 2023 Marriott International, Inc. Stock and Cash Incentive Plan (“2023 Stock Plan”), which became effective in May 2023 (collectively, the “Stock
Plan”Plans”)
on an annual basis. Such awards are designed to
help link NEO pay to long-term Company performance and to align the interests of NEOs with those of
our stockholders.
TheIn setting target award values, the Committee
approved 2015 annual equity awards with values at approximately the same level as in 2014 for Mr. Sorenson and slightly higher for each of the other NEOs based on the Committee’sconsidered its review of external market data, individual performance, and internal pay equity
considerations. | | | | | | |
| | | 2015 Target Grant Date
Fair Value of Annual
Stock Awards ($)
| | 2014 Target Grant Date
Fair Value of Annual
Stock Awards ($)
| | 2014 to 2015 Increase (%)
|
J.W. Marriott, Jr . | | n/a | | n/a | | n/a |
Arne M. Sorenson | | 5,830,347 | | 5,741,022 | | 2 |
Anthony G. Capuano | | 2,701,071 | | 2,410,146 | | 12 |
David J. Grissen | | 2,283,699 | | 2,129,036 | | 7 |
Carl T. Berquist | | 1,943,817 | | 1,722,327 | | 13 |
considerations for each position, and determined that aggregate target award values for the NEOs as a group should generally result in total direct compensation (base salary plus target annual incentive plus target equity awards) that would be at or near the 50th percentile of a broad-based and select group of companies described in the discussion of “Market Data” below, with variation above or below the 50th percentile by individual to reflect strategic impact, internal pay equity, tenure, and individual performance. The target values of the awards granted to the NEOs in 2023 are set forth in the following table (amounts shown in the Summary Compensation Table reflect actual grant date fair value as determined in accordance with accounting guidance):
Anthony G. Capuano | | | 15,000,000 |
Kathleen K. Oberg | | | 4.250,000 |
William P. Brown | | | 3,000,000 |
Benjamin T. Breland | | | 3,000,000 |
Rena H. Reiss | | | 2,500,000 |
2024 Proxy Statement | | | Marriott International, Inc. | | | 51 |
TABLE OF CONTENTS
Executive and Director Compensation
Consistent with 2022, the NEOs’ annual stock awards for 20152023 were granted on February 23, 2015, in an equala mix (based on the grant date fair value) of RSUs vesting ratably over three years, SARs, vesting ratably over three yearsRSUs and PSUs vesting after three years, withfor the exception of Mr. Capuano. Mr. Capuano’s annual stock award for 2015 consisted of a grant of PSUs, RSUsPresident and SARs in the same formCEO and manner as the other NEOs as well as a separate grant of RSUs which remain unvested until the third anniversaryillustrated below:
The key features of the
grant date, at which time they vest in full assuming Mr. Capuano remains continuously employed during that period. This separate RSU award had a grant value approximately the same2023 awards were as
the annual cash incentive that Mr. Capuano earned for fiscal year 2014. The Committee established the separate RSU award based on Mr. Capuano’s most recent annual cash incentive in order to further the objective of compensating Mr. Capuano primarily in recognition of his development activities and performance. By also imposing three-year cliff vesting, this grant offers additional retention value and further links Mr. Capuano’s pay with the long-term interests of stockholders.PSUs
PSUs are restricted stock units that may be earned after three years based on achievement of pre-established targets for RevPAR Index, gross room openings, and net administrative expenses over a three-year period, with one-third of the target number of shares subject to each performance measure. These three financial and operating metrics (the same measures that were selected for the 2014-2016 PSU performance period) were selected by the Committee because they reflect management efforts that are directly tied to the long-term strength of our brands, as opposed to other performance measures that are more prone to be impacted by economic or other factors beyond our executives’ control. We believe these are key drivers of long-term value creation. For the 2015-2017 PSU performance period, the performance measures are:
follows: • | | RevPAR Index: Although RevPAR Index is Vest in 1/3 annual increments over three years from the grant date generally subject to continued service with the Company; promotes retention and stock price performance as award value appreciates with the Company’s stock price and the awards are worthless if the stock price remainsunchanged or decreases.
• Upon exercise, entitles holder to a component under the annual cash incentive program as described above, the Committee determined that longer-term goals for RevPAR Index, which measures performance relativenumber of Class A shares equal to the Company’s competitors, should be included to reflect our executives’ longer term accomplishments in both driving traffic toquotient of the market price per share at the time of exercise (the “Final Price”) less the grant price, divided by the Final Price; promotes alignment of NEO and maintaining quality at our hotels.stockholder interests.
|
• | | Gross Room Openings: Gross room openings includes Vest in 1/3 annual increments over three years from the total number of system-wide, managed, franchisedgrant date, generally subject to continued service with the Company; promotes retention and owned/leased rooms addedalignment with stockholder interests as award value appreciates and depreciates with the Company’s stock price.
|
• Earned after 3-year performance period generally subject to continued service and contingent on achieving 2025 Adjusted EBITDA performance targets. The 2025 Adjusted EBITDA metric under these PSU awards differs from the 2023 Adjusted EBITDA measure used for the Annual Incentive Plan, as such measures cover different performance time periods and support distinct strategic objectives. While the Annual Incentive Plan measure focuses on Marriott’s near-term profitability, these PSUs focus on Marriott’s longer-term profitability and success as a leader in the hospitality industry and further promote retention.
• Subject to relative TSR modifier that adjusts payout level +/- 20% based on the Company’s relative three-year TSR measured against our system, excluding rooms added through mergerPerformance Peer Group (see “Market Data” below); further aligns NEO and stockholder interests. |
| acquisition activity, and reflects our executives’ achievements in attracting financing and owner/franchisee interest in our brands over those of our competitors.
|
| • | | Net Administrative Expense Growth: Net administrative expense measures our operating efficiency through our ability to control certain expenses, including direct and indirect expenses, unrecovered expenses, development expenses, and architecture and construction expenses, but excluding costs for mergers and acquisitions.
|
For each of the three metrics, NEOs can receive 50% of the target PSU award level if performance is at least threshold and up to 150% of the target PSU award level if performance is above target. PSUs do not accrue dividend equivalents or pay dividends until they vest and shares are issued. The Committee approved the performance goals, which are competitively sensitive, at levels that are consistent with our strong historical performance and with internal forecasts at the time of grant, which indicated that target performance would be difficult, but attainable. It is also reasonably possible that awards could fall to zero or rise to maximum achievement levels.
Supplemental Stock Awards
Supplemental stock awards tend to beare infrequent and may be presented for consideration at quarterly Board meetingsare only considered in recognition of special performance, promotions, or assumption of additional responsibilities, to retain key talent, or as a sign-on employment inducement. None of the NEOs received aThe Committee did not make any supplemental stock awardawards to any NEO in 2015.2023.
Settlement of 2021-2023 PSU Grants
2021-2023 Annual PSUs: In February 2024, the Committee certified the 2021-2023 PSU performance achievement at 180% of target based on the Company’s 2023 Adjusted EBITDA performance above maximum and three-year TSR in the 99th percentile of our performance peer group.
2021-2023 Supplemental Stockholder Value PSUs: Stockholder Value PSUs granted in 2021 were earned at an overall payout of 150% of target based on the Company’s TSR results which were at the 99th percentile relative to the performance peer group. The Stockholder Value PSUs were granted to recognize the management team's significant efforts and accomplishments during pandemic-impacted 2020 and to further motivate strong relative TSR performance through delivery of Marriott’s business recovery strategy.
Both 2021 PSU plans had a performance peer group consisting of: Accor SA, Carnival Corporation & Plc, Choice Hotels International, Inc., Hilton Worldwide Holdings Inc., Hyatt Hotels Corporation, InterContinental Hotels Group PLC, Norwegian Cruise Line Holdings Ltd., Royal Caribbean Group, Wyndham Hotels & Resorts, Inc., Apple Hospitality REIT, Inc., Host Hotels & Resorts, Inc., Park Hotels & Resorts, Inc., Pebblebrook Hotel Trust, RLJ Lodging Trust, Las Vegas Sands Corp., MGM Resorts International, Wynn Resorts, Limited, Booking Holdings Inc., and Expedia Group, Inc.
52 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
TABLE OF CONTENTS
Executive and Director Compensation
Performance Metrics
Grant Timing and
PricingSAR Exercise Price
The
Company typically grantsCompany’s practice is to grant annual stock awards
in February each year on the second
businesstrading day following the
release of itsCompany’s annual earnings conference call for the prior fiscal
year annual earnings.year. This timing is designed to
avoidminimize the possibility that the Company could grant stock awards prior to the release of material, non-public information that may result in an increase or decrease in its stock
price. Similarly, supplementalprice, even though the dollar value of the equity awards is established in early February. Supplemental stock awards may be granted throughout the year, but not during Company-imposed
trading black-out
periods.periods and not close in time prior to or after the release of material non-public information.
Executives derive value from their SARs based on the appreciation in the value of the underlying shares of Company stock. For purposes of measuring this appreciation, the Company sets the exercise or base price as the average of the high and low quoted prices of the Company stock on the date the awards are granted. This average price valuation is common practice and offers no inherent pricing advantage to the executive or the Company.
The Company generally offers limited perquisites to its executives that make up a very small portion of total compensation for NEOs. One benefit that is consistent with practices within the hospitality industry isNEOs, as follows:
| • | Hotel Stay Benefits – Consistent with hospitality industry practice, and to encourage NEOs to experience and personally evaluate our portfolio of properties, the Company offers NEOs complimentary rooms, food and beverage, and certain other amenities and activities (such as spa and golf) while on personal travel at properties within the Company’s lodging portfolio. |
| • | Travel Pursuant to Independent Security Study – In late 2022, the Company obtained an independent security study (“Independent Security Study”) which recommended various measures to address the safety and security of the Company’s senior executive team. Based on the recommendations in the Independent Security Study, the Human Resources and Compensation Committee recommended, and the Company adopted, a security policy (“Security Policy”) that requires (i) Mr. Capuano to use the Company’s private aircraft for all air travel, including personal travel, to promote his personal security and safety, and (ii) all NEOs to use private ground transportation for personal travel in certain circumstances. We consider these personal security measures recommended by the Independent Security Study and reflected in our Security Policy to be a reasonable and necessary expense for the Company’s benefit given the NEOs’ significant roles at the Company. These measures also allow our NEOs to maximize their productivity and the time they can devote to Company business, which included operations spanning 139 countries and territories as of year-end 2023. |
| • | Other Benefits – The Company provides (i) each NEO the opportunity to obtain an annual comprehensive physical at the Company’s cost, (ii) the opportunity, from time to time, for an NEO’s spouse or other guest to accompany the NEO on personal or business travel, which typically results in no material incremental cost to the Company, and (iii) the NEOs, other than Mr. Capuano, with an annual safety and security allowance. |
2024 Proxy Statement | | | Marriott International, Inc. | | | 53 |
TABLE OF CONTENTS
Executive and beverages at Company-owned, operated or franchised hotels and the use of hotel-related services such as Marriott-managed golf and spa facilities while on personal travel. These benefits are offered to encourage executive officers to visit and personally evaluate our properties. In addition, to enhance their efficiency and maximize the time that they can devote to Company business, NEOs are permitted to use the Company jet for personal travel in limited circumstances. Director Compensation
The value of these benefits is included in the
executives’NEOs’ wages for tax purposes
to the extent required by law, and the Company does not provide tax gross-ups to the
executivesNEOs with respect to
any of these benefits.
Other Benefits
Executives also
NEOs may participate in the same Company-wide
plans andbenefit programs offered to all eligible
employees.U.S. associates. Some
of these benefitsprograms are paid for
solely by the
executivesenrollees (including executives), such as 401(k) plan elective deferrals, vision coverage,
long-long-term and short-term disability, group life and accidental death and dismemberment insurance, and health care and dependent care spending accounts. Other
benefitsbenefit programs are paid for or subsidized by the Company for all
eligible employeesenrollees, such as the 401(k)
plan Company match,
certain group medical and dental
benefits,coverage, $50,000 Company-paid life insurance, business travel accident insurance and tuition reimbursement.
NEOs are also eligible to participate in the Marriott International, Inc. Employee Stock Purchase Plan, which allows all eligible employees to purchase shares of the Company’s Class A common stock at a discount from the market price.
Nonqualified Deferred Compensation Plan
In addition to a tax-qualified 401(k) plan, the Company offers the NEOs and other senior management the opportunity to supplement their retirement and other tax-deferred savings under the Marriott International, Inc. Executive Deferred Compensation Plan (“EDC”). The
CommitteeCompany believes that offering this plan to executives is critical to achieve the objectives of attracting and retaining talent, particularly because the Company does not offer a defined benefit pension plan.
Under The EDC, including each NEO’s benefits under the EDC NEOs may defer payment and income taxation of a portion of their salary and annual cash incentive. The plan also provides participants the opportunity for long-term capital appreciation by crediting their accounts with notional earnings (at a fixed annual rate of return of 4.9% for 2015), whichCompany’s 2023 contributions to the EDC, is explaineddescribed below in the discussion of Nonqualified“Nonqualified Deferred Compensation for Fiscal Year 2015 below.
The Company may make a discretionary matching contribution to participants’ (including the NEOs’) EDC accounts. The match is intended to provide the NEOs (and other highly-paid associates) with matching contributions that are similar to matching contributions that would have been made under the Company’s tax-qualified section 401(k) plan but for the application of certain nondiscrimination testing and annual compensation limitations under the Internal Revenue Code. For 2015, the Board approved a 75% match on up to the first 3% of eligible compensation deferred by the NEO, and a 50% match on up to the next 3% of eligible compensation deferred, under the EDC for 2015. The Board has discretion to adjust the actual match allocation based on fiscal year financial results, but did not make an adjustment for 2015.
The Company also may make an additional discretionary contribution to the NEOs’ EDC accounts based on subjective factors such as individual performance, key contributions and retention needs. There have been no additional discretionary contributions for the NEOs in several years, including 2015.
2023” section.
The Company provides limited, “double trigger” change in control benefits under the Stock
PlanPlans and the
EDC.EDC upon an NEO’s qualifying termination of employment in connection with a change in control of the Company, as described below in the “Potential Payments Upon Termination or Change in Control” section. The Committee believes that, with these carefully structured benefits, the NEOs are better able to perform their duties with respect to any potential proposed corporate transaction without the influence of or distraction by concerns about their employment or financial status. In addition, the Committee believes that stockholder interests are protected and enhanced by providing greater certainty regarding executive pay obligations in the context of planning and negotiating any potential corporate transactions.
Under these arrangements, if an NEO is terminated by the Company (other than for the executive’s misconduct) or the executive resigns for good reason (as defined under the Stock Plan)
during the period beginning three months before and ending 12 months following a change in control (as defined under the Stock Plan) of the Company, the NEO will immediately vest in all unvested equity awards (including at the target performance level for PSUs) and EDC balances, subject to plan terms. In those circumstances, all SARs will remain exercisable until the earlier of the original expiration date of the awards or twelve months (or in the case of an approved retiree, five years) following the termination of employment, and all other stock awards shall be immediately distributed following the later of the termination of employment or the change in control event, subject in certain cases to a six-month delay under Section 409A of the Internal Revenue Code. In addition, any cash incentive payments under the annual cash incentive program will be made immediately based on the target performance level, pro-rated based on the days worked during the year until the NEO’s date of termination in connection with or following a change in control.
The Company does not provide for tax gross-ups on these benefits but insteadand limits the benefits under the Stock Plans to avoid adverse tax consequences to the Company. Specifically, each of these benefits is subject tothe Stock Plans include a cut-back provision, so that the benefit will not be provided to the extent it would result in the loss of a tax deduction by the Company or imposition of excise taxes under the “golden parachute” excess parachute payment provisions of the Internal Revenue Code. The discussion of Potential Payments Upon Termination or Change in Control below includes a table that reflects the year-end intrinsic value of unvested stock awards unvested EDC accounts and cash incentive payments that each current NEO employed as of year-end would receive if subject to an involuntary termination of employment in connection with a change in control.
Compensation Process and Policies
2023 “Say-on-Pay” Vote and Stockholder Engagement
At the Company’s 2023 annual meeting, stockholders once again expressed substantial support for the compensation of our 2022 NEO compensation with approximately 96% of the votes cast for approval of the “say-on-pay” advisory vote. Given this level of support, the Committee did not make any changes to the structure of the Company’s executive compensation program as a result of this vote.
As described elsewhere in this proxy statement, the Company values the perspectives of its stockholders and regularly engages with the investment community on a variety of topics including the Company’s business, strategies, financial results and other topics suggested by stockholders. These meetings, which include individual meetings, group meetings and participation at conferences, provide valuable feedback from stockholders on an ongoing basis.
54 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
TABLE OF CONTENTS
Executive and Director Compensation
The Company reinforces its performance-based and long-term philosophy through its stock ownership policy which requires that, within five years of becoming
subject to the policy,an NEO, each NEO own Company stock with a total value equal to a multiple of
between three to six times his
or her individual salary grade midpoint.
The Company counts common stock owned outright and shares held within the Company’s qualified 401(k) plan in determining each NEO’s ownership level, but does not count unearned PSUs, unvested RSUs or outstanding SARs (regardless of whether vested or unvested). Each NEO
has already met
or exceeded this requirement
in 2015. Mr. Marriottor is
not included inon track to meet it within the
table below because he beneficially owns over 15%five-year timeline for compliance. NEOs are required to retain 50% of the
Company’s outstandingnet after-tax shares
and thus significantly exceeds hisunder equity awards granted after becoming an NEO until they satisfy the required stock ownership
requirement.
levels.
We have adopted a number of related policies that further reflect alignment with long-term stockholder value.
Executive officers and directors are required to retain 50% of the net after-tax shares received under any equity awards until they satisfy the required stock ownership levels.
The Company prohibits all associates, including the NEOs, and directors from engaging in short sale transactions or entering into any other hedging or derivative transaction related to Marriott stock or securities.
stock.PSUs and RSUs do not provide for accelerated distribution of shares upon retirement to ensure that executives have a continuing stake in the Company’s performance beyond the end of their employment, thereby strengthening their interest in the Company’s long-term success.
Clawbacks
In addition
The Company prohibits all associates, including the NEOs, and directors from buying, selling, writing or otherwise entering into any hedging or derivative transaction related to Marriott stock or securities, including options, warrants, puts, calls, and similar rights that have an exercise or conversion privilege that is related to the price of a Marriott security, or similar instruments with a value derived from the value of a Marriott security, except that they may hold SARs or other derivative securities awarded to them as compensation clawback provisions of the Sarbanes-Oxley Act that apply to the Chief Executive Officer and Chief Financial Officer,under the Company’s equity compensation plans.
The NEOs (and all executive officers) are prohibited from holding Company stock in margin accounts and from pledging such stock as collateral for loans.
Clawbacks
Clawback and forfeiture provisions have been a longstanding feature of Marriott’s executive compensation programs. Our Stock Plan includes a separate clawback provisionPlans and the NEOs’ award agreements contain provisions that applies to all equity awards issued to all of the NEOs. Under the Stock Plan,allow the Company has the authority to limit or eliminate the ability of any executive to exercise options and SARs or to receive a distribution of Company stock under PSUs, RSUs or other stock awards if the executive violates applicable covenants or otherwise engages in serious misconduct, including criminal or tortious conduct or other acts or omissions that isare actually or potentially injurious to the CompanyCompany’s operations, financial condition or engagesbusiness reputation. In addition, our equity awards provide for continued vesting upon a qualifying retirement such that these forfeiture provisions continue to apply, post-termination, through the originally applicable vesting schedule. These recoupment and forfeiture provisions apply beyond the context of a financial restatement, and apply to both time- and performance-based awards.
In addition to these features of our compensation programs, the compensation clawback provisions of the Sarbanes-Oxley Act of 2002 apply to the President and CEO and Chief Financial Officer and we have adopted a clawback policy intended to comply with Rule 10D-1 of the Securities Exchange Act of 1934. Our clawback policy provides that we will, in
competitionthe event of an accounting restatement of the Company’s financial statements due to material non-compliance with
any financial reporting requirement under the
Company.The Committee has discretionfederal securities laws, recoup incentive-based compensation received by a covered executive to require reimbursement of any annual cash incentive payment awarded to an NEO if the amount ofextent such incentive payment isincentive-based compensation exceeds what the covered executive would have received had it been calculated based upon the achievement of certain financial results that are requiredrestated results.
Independent Compensation Consultant
The Committee selected and retained the Compensation Consultant to be restated,assist the Committee in establishing and implementing the Company’s executive and director compensation strategy. The Compensation Consultant reports to and is instructed in its duties by the Committee and carries out its responsibilities in coordination with the Human Resources Department. Other than having provided that such discretion may only be exercised ifthe
2024 Proxy Statement | | | Marriott International, Inc. | | | 55 |
TABLE OF CONTENTS
Executive and Director Compensation
Company with executive compensation data from a survey, which the NEO has engaged in intentional misconduct that caused or partially causedCommittee pre-approved, the needCompensation Consultant performs no other services for the restatement. Company. Based on materials presented by management and the Compensation Consultant and the factors set forth in Exchange Act Rule 10C-1, the Committee determined that the Compensation Consultant is independent and that the Compensation Consultant’s engagement did not raise any conflicts of interest.
The amountCompensation Determination Process
In designing and determining 2023 NEO pay, the Committee considered recommendations from the Company’s Executive Vice President and Chief Human Resources Officer, from Mr. Capuano with regard to the compensation of the reimbursement would beNEOs other than himself, and from the difference inCompany’s Chairman of the amount determined beforeBoard, David Marriott, as well as the advice and afterrecommendations of the restatement.Compensation Consultant. The Company continuesCommittee also obtained input and approval of the independent and non-employee directors regarding the compensation for Mr. Capuano.
In its determinations, the Committee does not set rigid, categorical guidelines or formulae to
monitordetermine the
SEC’s rulemakinglevels of compensation for the
clawback requirements underNEOs. Rather, it relies upon its collective judgment as applied to the
Dodd-Frank Wall Street Reformchallenges confronting the Company as well as subjective factors such as leadership ability, individual performance, retention needs, and
Consumer Protection Act, including its proposed rule and form amendments published in the Federal Register on July 1, 2015, and will modify its executive compensation program accordingly when final rules go into effect.Tax Considerations
Internal Revenue Code Section 162(m) limits the Company’s federal income tax deduction for compensation in excess of one million dollars paid annually to any NEO except for the Chief Financial Officer. However, performance-based compensation can be excluded from the limitation so longfuture potential as it meets certain requirements. The Committee has taken steps that are designed to conform with the requirements under Section 162(m) so that payments under the annual cash incentive program and compensation attributable to PSUs, RSUs and SARs granted in 2015 may qualify as deductible compensation under Section 162(m). For these purposes, payments under certain components of the annual cash incentive program and the vesting of RSUs granted in 2015 are conditioned on achieving earnings before interest, taxes, depreciation and amortization (“EBITDA”) of $1.379 billion for 2015, a threshold established to support our compensation objectives with a meaningful level of cash flow. Actual EBITDA of $1.718 billion exceeded the threshold. (See the sectionpart of the Company’s Annual Reportmanagement development and succession planning process.
The Committee carefully reviews numerous factors when setting NEO total pay opportunity, allocating total pay opportunity among base salary, annual incentives and annual stock awards, and determining final pay outcomes based on performance. The Committee considers the NEOs’ job responsibilities, tenure and experience, and Company and individual performance against internal targets as well as performance of competitors, competitive recruiting and retention pressures, internal pay equity and succession and development plans.
Market Data
The Committee also reviews the total pay opportunity for fiscal year 2015 entitled “Non-GAAP Financial Measures Reconciliations”executives at the 50th percentile of several broad, revenue-based surveys as well as a custom survey of companies specifically selected by the Committee. This review of total pay opportunity is designed as a market check to align the potential range of total direct compensation outcomes with our long-term performance expectations and actual results. The Committee believes, based on the advice of the Compensation Consultant, that the similarly-sized companies participating in the revenue-based surveys and the companies selected for the custom survey represent the broad pool of executive talent both within and outside of the lodging industry for which the Company competes. To avoid over-emphasizing the results of one or more surveys, the Company considers the results of the revenue-based surveys as well as those of the custom survey, in terms of total pay and each component of pay. The Committee also regularly reviews historical financial, business and total stockholder return results for lodging companies as well as a reconciliationselected group of 2015 EBITDA.) Althoughcomparator companies prior to determining final pay amounts. This process for identifying relevant market data is used consistently for all senior executives of the Company, including the NEOs.
Revenue-Based Survey
In general, the revenue-based surveys used as a market reference for NEO pay include companies with annual revenue similar to that of the Company. For 2023, the surveys were the Executive Compensation and Benchmarking Survey (provided by the Compensation Consultant), the Radford Global Database, the WTW CDB Executive Compensation Database, the Equilar Top 25 Survey, and the Fred Cook Survey of Long-Term Incentives. The Committee did not consider the individual companies in the revenue-based surveys when making compensation decisions.
56 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
TABLE OF CONTENTS
Executive and Director Compensation
Custom Survey
There are no other U.S. publicly-traded lodging companies similar to our size. Therefore, in consultation with the Compensation Consultant, the Committee designed certain awardsselected appropriate comparator group companies from a broad universe of companies that compete with Marriott for executive talent, are of similar size in annual revenue or have a similar focus on marketing, e-commerce, consumers and brand image even if they do not compete directly in the lodging business. The Committee annually reviews the comparator group for potential changes (e.g., due to satisfy those requirements, because deductibility under Section 162(m)mergers and acquisition activity or changes in company size and business mix) but does not generally anticipate making significant changes every year, to allow for consistency and comparability of market data from year-to-year. The comparator group companies reviewed for 2023 are shown below along with select financial and non-financial metrics the Committee considered and Marriott’s percentile ranking on each of these metrics. During 2023, the Committee made no changes to the peer group. The financial information reflects fiscal year-end data available as of March 1, 2024.
Lodging Companies (stock ticker) | | | | | | | | | | | | |
Hilton Worldwide Holdings Inc. (HLT) | | | $10,235 | | | $46,158 | | | $55,491 | | | 178,000 |
Hyatt Hotels Corporation (H) | | | 6,667 | | | 13,437 | | | 15,916 | | | 51,000 |
Wyndham Hotels & Resorts, Inc. (WH) | | | 1,397 | | | 6,545 | | | 8,690 | | | 2,300 |
Other Hotel, Restaurant & Leisure Companies (stock ticker) | | | | | | | | | | | | |
Carnival Corporation & plc (CCL) | | | 21,593 | | | 19,036 | | | 48,512 | | | 106,000 |
Caesars Entertainment Inc. (CZR) | | | 11,528 | | | 10,117 | | | 21,570 | | | 51,000 |
McDonald’s Corporation (MCD) | | | 25,494 | | | 214,288 | | | 262,800 | | | 150,000 |
MGM Resorts International (MGM) | | | 16,164 | | | 14,590 | | | 43,774 | | | 63,000 |
Royal Caribbean Cruises Ltd (RCL) | | | 13,900 | | | 33,204 | | | 55,012 | | | 98,100 |
Starbucks Corp (SBUX) | | | 35,976 | | | 108,703 | | | 129,790 | | | 381,000 |
Other Retail & Consumer Branded Companies (stock ticker) | | | | | | | | | | | | |
Best Buy Company, Inc. (BBY) | | | 46,298 | | | 13,932 | | | 17,325 | | | 52,200 |
Nike, Inc. (NKE) | | | 51,217 | | | 167,280 | | | 169,530 | | | 83,700 |
The TJX Companies, Inc. (TJX) | | | 54,217 | | | 111,130 | | | 118,072 | | | 329,000 |
The Walt Disney Company (DIS) | | | 88,898 | | | 165,260 | | | 200,970 | | | 173,250 |
E-Commerce Companies (stock ticker) | | | | | | | | | | | | |
eBay Inc. (EBAY) | | | 10,112 | | | 22,552 | | | 25,653 | | | 12,300 |
Expedia Group, Inc. (EXPE) | | | 12,839 | | | 20,802 | | | 24,434 | | | 17,100 |
Booking Holdings Inc. (BKNG) | | | 21,365 | | | 122,016 | | | 123,828 | | | 23,600 |
Marriott International, Inc. (MAR)(2) | | | 23,713 | | | 65,511 | | | 78,038 | | | 411,000 |
Percentile Rank | | | 63rd | | | 62nd | | | 62nd | | | 100th |
Source: Bloomberg, SEC filings and other public sources.
(1)
| Amounts are reported in millions. |
(2)
| Revenue amount for the Company is shown as reflected in our financial statements. The number of Marriott employees shown includes 148,000 associates employed by Marriott at properties, customer care centers and above-property operations, as well as 263,000 associates who are employed by our property owners but whose employment is managed by Marriott (which is common outside the U.S.); it does not include hotel personnel employed by our franchisees or management companies hired by our franchisees. |
2024 Proxy Statement | | | Marriott International, Inc. | | | 57 |
TABLE OF CONTENTS
Executive and Director Compensation
Relative TSR Performance Peer Group
As discussed above, the Committee believes that it is
determined underappropriate to focus on companies that are generally similar in size to our Company, but including a
setbroader group of
standards which may beindustries, when comparing compensation with market data. For TSR performance comparisons, however, the Committee believes that company size is less relevant than business focus within the lodging and hospitality industry. The performance peer group should effectively measure the Company’s performance relative to other companies whose businesses are similar and are subject to
different interpretationssimilar business cycles. The performance peer group of 19 companies for 2023 PSU grants was selected in
application, we cannot be certain that compensation intended byFebruary 2023 based on a review of the
Committee to satisfyconstituents of established industry indices: S&P 500 Hotels, Resorts, & Cruise Lines Index and the
deductibility requirements under Section 162(m) will in fact be deductible.We preserve the ability to manage our compensation programs to meet the objectives of our executive compensation philosophyBloomberg World Lodging Index, and a varietyreview of other corporate objectives, suchpublic companies within the same industry classifications. Although this TSR performance peer group differs from the compensation peer group, there is an overlap of nine companies between the two groups, as equity dilution management, workforce planning,indicated in the table below.
Hotels, Resorts & Cruise Lines (stock ticker) | | | | | | |
Accor SA | | | 2,067(2) | | | 7,185(2) |
Carnival Corporation & plc (CCL)* | | | 1,908 | | | 19,649 |
Choice Hotels International, Inc. (CHH) | | | 1,069 | | | 8,640 |
Hilton Worldwide Holdings Inc. (HLT)* | | | 5,788 | | | 43,478 |
Hyatt Hotels Corporation (H)* | | | 3,028 | | | 10,545 |
InterContinental Hotels Group PLC (IHG) | | | 2,907 | | | 12,260 |
Norwegian Cruise Line Holdings Ltd. (NCLH) | | | 648 | | | 6,500 |
Royal Caribbean Cruises Ltd (RCL)* | | | 1,532 | | | 19,593 |
Wyndham Hotels & Resorts, Inc. (WH)* | | | 1,565 | | | 8,353 |
Hotel & Resort REITs (stock ticker) | | | | | | |
Apple Hospitality REIT, Inc. (APLE) | | | 934 | | | 3,688 |
Host Hotels & Resorts, Inc. (HST) | | | 2,890 | | | 12,417 |
Park Hotels & Resorts Inc. (PK) | | | 1,362 | | | 4,465 |
Pebblebrook Hotel Trust (PEB) | | | 733 | | | 2,926 |
RLJ Lodging Trust (RLJ) | | | 786 | | | 1,890 |
Casinos & Gaming (stock ticker) | | | | | | |
Caesars Entertainment, Inc. (CZR)* | | | 9,570 | | | 19,994 |
MGM Resorts International (MGM)* | | | 9,680 | | | 21,047 |
Wynn Resorts, Limited (WYNN) | | | 3,764 | | | 9,756 |
Internet & Direct Marketing Retail (OTAs) (stock ticker) | | | | | | |
Booking Holdings Inc. (BKNG)* | | | 10,958 | | | 98,521 |
Expedia Group, Inc. (EXPE)* | | | 8,598 | | | 27,384 |
*
| Also a compensation peer group company |
(1)
| Reflects values reviewed by the Committee when approving the peer group in February 2023 |
(2)
| Amounts shown for Accor SA are converted from Euros using a February 2023 F/X rate of .93799 |
58 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
TABLE OF CONTENTS
Executive and
customer satisfaction. For this reason, the Committee has discretion to make awards of compensation which will not qualify for the performance-based exception when appropriate.Director Compensation
The Committee considered risk in determining
20152023 NEO compensation and believes that the following aspects of NEO pay discourage unreasonable or excessive risk-taking by executives:
Base salary levels are commensurate with the executives’ responsibilities (and the external market) so that the executives are not motivated to take excessive risks to achieve an appropriate level of personal financial security.
Annual cash incentive plans includeprogram includes a diverse mix of corporate and individualCompany performance metrics.
Annual cash incentive opportunities are capped so that no payout exceeds a specified percentage of salary, thereby moderating the impact of short-term incentives.
The Committee and the Board have discretion to decrease annual cash incentive payouts,payments, for example, if they believe the operational or financial results giving rise to those payouts are unsustainable or if they believe the payout would unfairly reward the NEOs for events that are unrelated to their performance.
The mix of short-short-term and long-term incentives is balanced so that at least 50% of total pay opportunity is in the form of long-term equity awards.
PSUs are subject to relative and absolute performance measures that are directly tied to executives’ individual performance andreflect the strength of our brands over a three-year period, which balances the annual cash incentive focus on near-term results.
and drive long-term financial and stock performance.Annual stock awards are generally granted as an equala mix of PSUs, RSUs, and SARs that generally vest over or after at least 3three years, which together encourage the NEOs to focus on sustained stock price performance.
The Committee reviews and compares total compensation and each element of compensation to external market data to confirm that compensation is within an acceptable range relative to the external market, while also taking into consideration the Company’s relative performance.
The NEOs are subject to mandatory clawback of excess incentive compensation clawback provisions (as discussed above).
in the event of a financial restatement due to material non-compliance with any financial reporting requirement under the federal securities laws.Stock ownership and retention requirements align the long-term interests of NEOs with the interests of stockholders.
All associates, including the NEOs, and directors are prohibited from engaging in hedging or derivative transactions related to Marriott stock or securities.
The NEOs (and all executive officers) are prohibited from holding Company stock in margin accounts orand from pledging such stock as collateral for loans.
2024 Proxy Statement | | | Marriott International, Inc. | | | 59 |
Executive Compensation Tables and Discussion
Summary Compensation Table
The following Summary Compensation Table presents the compensation we paid in fiscal years
2013, 2014,2021, 2022 and
20152023 to our
Chief Executive Officer,President and CEO, our Chief Financial Officer, and our other three most highly compensated executive
officers. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name and Principal Position
| | Fiscal
Year
| | | Salary
($)(1)
| | | Stock
Awards
($)(2)(3)
| | | Option/
SAR
Awards
($)(2)
| | | Non-Equity
Incentive Plan
Compensation
($)(4)
| | | Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)(5)
| | | All Other
Compensation
($)(6)
| | | Total
($)
| |
J.W. Marriott, Jr. | | | 2015 | | | | 3,000,000 | | | | 0 | | | | 0 | | | | 0 | | | | 434,283 | | | | 194,016 | | | | 3,628,299 | |
Executive Chairman | | | 2014 | | | | 3,000,000 | | | | 0 | | | | 0 | | | | 0 | | | | 320,816 | | | | 201,750 | | | | 3,522,566 | |
| | | 2013 | | | | 3,000,000 | | | | 0 | | | | 0 | | | | 0 | | | | 399,276 | | | | 245,108 | | | | 3,644,384 | |
Arne M. Sorenson | | | 2015 | | | | 1,236,000 | | | | 3,830,311 | | | | 2,000,036 | | | | 3,626,919 | | | | 75,740 | | | | 206,411 | | | | 10,975,417 | |
President and Chief Executive Officer | | | 2014 | | | | 1,236,000 | | | | 7,936,137 | | | | 2,000,046 | | | | 3,553,500 | | | | 49,179 | | | | 117,974 | | | | 14,892,836 | |
| | | 2013 | | | | 1,200,000 | | | | 2,859,502 | | | | 3,000,005 | | | | 1,910,400 | | | | 56,052 | | | | 132,661 | | | | 9,158,620 | |
Anthony G. Capuano | | | 2015 | | | | 725,000 | | | | 2,101,005 | | | | 600,065 | | | | 1,078,873 | | | | 13,922 | | | | 44,169 | | | | 4,563,034 | |
Executive Vice President and Global Chief Development Officer | | | 2014 | | | | 663,062 | | | | 1,876,794 | | | | 533,352 | | | | 967,275 | | | | 9,976 | | | | 40,083 | | | | 4,090,542 | |
| | | 2013 | | | | 643,750 | | | | 1,634,879 | | | | 800,043 | | | | 896,035 | | | | 11,959 | | | | 41,545 | | | | 4,028,211 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
David J. Grissen | | | 2015 | | | | 725,000 | | | | 1,500,304 | | | | 783,395 | | | | 898,566 | | | | 86,410 | | | | 65,241 | | | | 4,058,916 | |
Group President | | | 2014 | | | | 700,003 | | | | 1,387,328 | | | | 741,707 | | | | 802,764 | | | | 59,501 | | | | 46,347 | | | | 3,737,650 | |
| | | 2013 | | | | 566,545 | | | | 834,090 | | | | 875,028 | | | | 519,768 | | | | 69,453 | | | | 45,023 | | | | 2,909,928 | |
Carl T. Berquist | | | 2015 | | | | 764,909 | | | | 1,277,087 | | | | 666,731 | | | | 1,122,274 | | | | 58,456 | | | | 67,733 | | | | 3,957,190 | |
Executive Vice President and Chief Financial Officer | | | 2014 | | | | 742,630 | | | | 1,122,293 | | | | 600,034 | | | | 829,294 | | | | 38,305 | | | | 52,820 | | | | 3,385,376 | |
| | | 2013 | | | | 721,000 | | | | 834,090 | | | | 875,028 | | | | 686,968 | | | | 41,640 | | | | 54,020 | | | | 3,212,746 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
officers in 2023.Anthony G. Capuano
President and Chief Executive Officer | | | 2023 | | | 1,400,001 | | | 0 | | | 10,932,550 | | | 3,750,128 | | | 5,600,005 | | | 0 | | | 981,361 | | | 22,664,045 |
| | 2022 | | | 1,300,000 | | | 0 | | | 9,193,155 | | | 3,125,029 | | | 4,992,000 | | | 4,340 | | | 100,569 | | | 18,715,093 |
| | 2021 | | | 1,234,615 | | | 0 | | | 10,171,778 | | | 2,250,072 | | | 4,691,538 | | | 13,556 | | | 30,323 | | | 18,391,882 |
Kathleen K. Oberg
Chief Financial Officer and Executive Vice President, Development | | | 2023 | | | 936,000 | | | 0 | | | 2,861,849 | | | 1,275,177 | | | 1,872,000 | | | 0 | | | 35,094 | | | 6,980,120 |
| | 2022 | | | 900,000 | | | 0 | | | 2,369,733 | | | 1,050,135 | | | 1,728,000 | | | 8,039 | | | 33,490 | | | 6,089,397 |
| | 2021 | | | 888,462 | | | 0 | | | 9,309,699 | | | 1,050,068 | | | 1,688,077 | | | 25,667 | | | 17,659 | | | 12,979,631 |
William P. Brown
Group President, United States and Canada | | | 2023 | | | 809,999 | | | 0 | | | 2,020,216 | | | 900,146 | | | 1,619,998 | | | 0 | | | 116,345 | | | 5,466,704 |
| | 2022 | | | 775,000 | | | 0 | | | 1,692,541 | | | 750,097 | | | 1,488,000 | | | 7,859 | | | 44,787 | | | 4,758,284 |
| | 2021 | | | 748,826 | | | 0 | | | 3,057,817 | | | 675,022 | | | 1,067,078 | | | 24,996 | | | 9,425 | | | 5,583,164 |
Benjamin T. Breland
Executive Vice President and Chief Human Resources Officer | | | 2023 | | | 725,000 | | | 0 | | | 2,086,938 | | | 900,095 | | | 1,450,000 | | | 0 | | | 125,830 | | | 5,287,863 |
Rena H. Reiss
Executive Vice President and General Counsel | | | 2023 | | | 739,999 | | | 0 | | | 1,683,924 | | | 750,062 | | | 1,479,998 | | | 0 | | | 67,751 | | | 4,721,734 |
| (1) |
| This column reports all amounts earned as salary during the fiscal year, whether paid or deferred under certain Company employee benefit plans.the Company’s qualified 401(k) plan or the EDC. |
| (2) |
| The value reported for Stock Awards and Option/SAR awardsAwards is the aggregate grant date fair value of the awards granted in the fiscal year as determined in accordance with accounting guidance for share-based payments, althoughand therefore differs from the Company recognizestarget award values approved by the value of the awards for financial reporting purposes over the service period of the awards.Committee. The assumptions for making the valuation determinations for SAR Awards are set forth in the footnotes captioned “Share-Based Compensation” to our financial statements in each of the Company’s Forms 10-Ks for fiscal years 2013 through 2015. For additional information on 2015 awards, see the Grants of Plan-Based Awards for Fiscal Year 20152023 table, below. |
| (3) |
| Approximately one-half69% of the amount2023 value reported in this column for 2015 (disregarding Mr. Capuano’s separate RSU described in the CD&A) representsCapuano, 58% for Mr. Breland, and 60% for Ms. Oberg, Mr. Brown and Ms. Reiss represent the value of PSUs at the grant date based upon target performance which is the most probable outcome as of the grant date with respect to performance. Assuming that the highest level of performance conditions will beis achieved for all PSUs, the grant date fair values of the PSUs included in the 2015 Stock Awards column2023 value for Messrs. Sorenson,Mr. Capuano, GrissenMs. Oberg, Mr. Brown, Mr. Breland and BerquistMs. Reiss would be $2,926,627, $878,170, $1,146,338$15,093,067, $3,421,148, $2,414,991, $2,414,991 and $975,784$2,012,671, respectively. Mr. Sorenson’s 2014 stock awards include a supplemental PSU that the Committee granted Mr. Sorenson in recognition of his accomplishments since becoming CEO, including the Company’s strong 2014 performance. |
| (4) |
| This column reports all amounts earned under the Company’s annual cash incentive program during the fiscal year, which were paid in FebruaryMarch of the following fiscal year unless deferred under certain Company employee benefit plans.the EDC. |
| (5) |
| The values reported equal the earnings credited to accounts in the Marriott International, Inc. Executive Deferred Compensation Plan (“EDC”)EDC to the extent they were credited at a rate of interest exceeding 120% of the applicable federal long-term rate, as discussed below under “Nonqualified Deferred Compensation for Fiscal year 2015.Year 2023.” |
| (6) |
| All Other Compensation consists of Company contributions to the Company’s qualified 401(k) plan, Company contributions to the Company’s non-qualified Executive Deferred Compensation Plan and perquisites and personal benefits including personal use of the Company jet, spousal accompaniment while on business travel and rooms, food and beverages at Company-owned, operated or franchised hotels while on personal travel and use of other hotel-related services such as golf and spa facilities at Company-managed properties. The values in this column do not include perquisites and personal benefits that were less than $10,000 in aggregate for each NEO for the fiscal year. The following table identifies the total amount the Company contributed to each NEO’s qualified 401(k) plan and non-qualified EDC for fiscal year 2015. It also specifies values for perquisites and personal benefits for each NEO that comprise more than the greater of 10% of his aggregate perquisites or personal benefits or $25,000.2023 consists of: |
| | | | | | | | | | | | | | | | |
Name
| | Company
Contributions
to the 401(k) Plan
($)
| | | Company
Contributions
to the Executive
Deferred Compensation
Plan ($)
| | | Personal Use
of the
Company Jet
($)
| | | Other
($)
| |
Mr. Marriott | | | 7,950 | | | | 112,500 | | | | 73,566 | | | | — | |
Mr. Sorenson | | | 7,950 | | | | 179,606 | | | | — | | | | 18,855 | |
Mr. Capuano | | | 7,950 | | | | 16,313 | | | | — | | | | 19,907 | |
Mr. Grissen | | | 7,950 | | | | 57,291 | | | | — | | | | — | |
Mr. Berquist | | | 7,950 | | | | 59,783 | | | | — | | | | — | |
Company contributions to the Company’s qualified 401(k) plan of $16,500 for each NEO other than Ms. Oberg and $11,400 for Ms. Oberg;
The valuecost of Hotel Stay Benefits provided to the applicable NEO during the year;
For each NEO other than Mr. Capuano, an annual safety and security allowance;
For Mr. Capuano, $888,206 attributable to personal use of the Company jetcorporate aircraft, which, as of late 2022, he is required to use for all air travel, including personal travel, to promote his personal security and safety pursuant to the sum of allocable flight-specific costsIndependent Security Study and Security Policy described above. Mr. Capuano’s use of the corporate aircraft also maximizes his productivity and the time he can devote to Company business. The Company determines the incremental cost associated with personal flights (including, where applicable, return flights with no passengers) such as landing fees, crew costs and other related items, anduse of the corporate aircraft by adding (i) the product of (i) all otherthe aircraft’s variable operating costs of maintaining and flying the jet for the billable year other than certain fixed expenses such as pilot compensation, management fee and hangar rental costs,per hour multiplied by (ii) a fraction the numerator of which is the individual’sany personal flight hours onand the jethours for any related deadhead flights, (ii) the cost of fuel and other flight-specific expenses for the billable yearpersonal trip, or, in the case of a mixed personal and business trip, a percentage of the denominatorcost of which issuch flight specific expenses attributable to the totalpercentage of personal flight hours for the trip, and (iii) an allocable portion of the jetCompany’s cost to purchase aircraft carbon emissions offsets.
In addition, NEOs are occasionally accompanied by a spouse or invited guest while on travel, which typically results in no material incremental cost to the Company. All Other Compensation for the billable year. Although amounts are reported for aircraft use during the Company’s fiscal year incremental cost is calculated on2022 has also been adjusted to reflect an additional $28,822 related to flights Mr. Capuano took to the basismeetings of a December 1 through November 30 billable year, which reflectsan outside board in the contract service period used for billing by a third-party aircraft management company.second half of 2022.
60 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
TABLE OF CONTENTS
Executive and Director Compensation
Grants of Plan-Based Awards for Fiscal
2015Year 2023
The following table presents the plan-based awards granted to the NEOs in
2015. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name
| | Grant
Date(1)
| | | Board
Approval
Date(1)
| | | Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards(2)
| | | Estimated Possible Payouts Under
Equity Incentive Plan Awards(3)
| | | All Other
Stock
Awards:
(Number
of Shares
of Stock
or Units)
(#)
| | | All Other
Option/
SAR
Awards:
(Number
of
Securities
Underlying
Options/
SARs) (#)
| | | Exercise
or Base
Price
($/sh)
| | | Grant
Date
Fair
Value of
Stock/
Option/
SAR
Awards
($)(4)
| |
| | | | Threshold
($)
| | | Target
($)
| | | Maximum
($)
| | | Threshold
(#)
| | | Target
(#)
| | | Maximum
(#)
| | | | | |
Mr. Marriott | | | | | | | | | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | |
Mr. Sorenson | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash Incentive | | | | | | | | | | | 417,150 | | | | 1,854,000 | | | | 3,708,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
PSU | | | 2/23/15 | | | | 2/13/15 | | | | — | | | | — | | | | — | | | | 12,098 | | | | 24,195 | | | | 36,293 | | | | — | | | | — | | | | — | | | | 1,951,085 | |
RSU | | | 2/23/15 | | | | 2/13/15 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 24,195 | | | | — | | | | — | | | | 1,879,226 | |
SAR | | | 2/23/15 | | | | 2/13/15 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 77,043 | | | | 82.67 | | | | 2,000,036 | |
Mr. Capuano | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash Incentive | | | | | | | | | | | 305,859 | | | | 543,750 | | | | 1,087,500 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
PSU | | | 2/23/15 | | | | 2/11/15 | | | | — | | | | — | | | | — | | | | 3,630 | | | | 7,260 | | | | 10,890 | | | | — | | | | — | | | | — | | | | 585,446 | |
RSU | | | 2/23/15 | | | | 2/11/15 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 7,260 | | | | — | | | | — | | | | 585,446 | |
RSU | | | 2/23/15 | | | | 2/11/15 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 11,701 | | | | — | | | | — | | | | 930,112 | |
SAR | | | 2/23/15 | | | | 2/11/15 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 23,115 | | | | 82.67 | | | | 600,065 | |
Mr. Grissen | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash Incentive | | | | | | | | | | | 115,547 | | | | 543,750 | | | | 1,087,500 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
PSU | | | 2/23/15 | | | | 2/11/15 | | | | — | | | | — | | | | — | | | | 4,739 | | | | 9,477 | | | | 14,216 | | | | — | | | | — | | | | — | | | | 764,225 | |
RSU | | | 2/23/15 | | | | 2/11/15 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 9,477 | | | | — | | | | — | | | | 736,079 | |
SAR | | | 2/23/15 | | | | 2/11/15 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 30,177 | | | | 82.67 | | | | 783,395 | |
Mr. Berquist | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash Incentive | | | | | | | | | | | 129,078 | | | | 573,682 | | | | 1,147,364 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
PSU | | | 2/23/15 | | | | 2/11/15 | | | | — | | | | — | | | | — | | | | 4,034 | | | | 8,067 | | | | 12,101 | | | | — | | | | — | | | | — | | | | 650,523 | |
RSU | | | 2/23/15 | | | | 2/11/15 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 8,067 | | | | — | | | | — | | | | 626,564 | |
SAR | | | 2/23/15 | | | | 2/11/15 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 25,683 | | | | 82.67 | | | | 666,731 | |
2023.Mr. Capuano | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash Incentive | | | | | | | | | 420,000 | | | 2,800,002 | | | 5,600,005 | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
PSU | | | 2/16/23 | | | 2/10/23 | | | — | | | — | | | — | | | 10,561 | | | 42,242 | | | 84,484 | | | — | | | — | | | — | | | 7,546,533 |
RSU | | | 2/16/23 | | | 2/10/23 | | | — | | | — | | | — | | | — | | | — | | | — | | | 21,123 | | | — | | | — | | | 3,386,017 |
SAR | | | 2/16/23 | | | 2/10/23 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 62,367 | | | 177.55 | | | 3,750,128 |
Ms. Oberg | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash Incentive | | | | | | | | | 140,400 | | | 936,000 | | | 1,872,000 | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
PSU | | | 2/16/23 | | | 2/8/23 | | | — | | | — | | | — | | | 2,394 | | | 9,575 | | | 19,150 | | | — | | | — | | | — | | | 1,710,574 |
RSU | | | 2/16/23 | | | 2/8/23 | | | — | | | — | | | — | | | — | | | — | | | — | | | 7,182 | | | — | | | — | | | 1,151,275 |
SAR | | | 2/16/23 | | | 2/8/23 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 21,207 | | | 177.55 | | | 1,275,177 |
Mr. Brown | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash Incentive | | | | | | | | | 121,500 | | | 809,999 | | | 1,619,998 | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
PSU | | | 2/16/23 | | | 2/8/23 | | | — | | | — | | | — | | | 1,690 | | | 6,759 | | | 13,518 | | | — | | | — | | | — | | | 1,207,495 |
RSU | | | 2/16/23 | | | 2/8/23 | | | — | | | — | | | — | | | — | | | — | | | — | | | 5,070 | | | — | | | — | | | 812,721 |
SAR | | | 2/16/23 | | | 2/8/23 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 14,970 | | | 177.55 | | | 900,146 |
Mr. Breland | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash Incentive | | | | | | | | | 108,750 | | | 725,000 | | | 1,450,000 | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
PSU | | | 2/16/23 | | | 2/8/23 | | | — | | | — | | | — | | | 1,690 | | | 6,759 | | | 13,518 | | | — | | | — | | | — | | | 1,207,495 |
RSU | | | 2/16/23 | | | 2/8/23 | | | — | | | — | | | — | | | — | | | — | | | — | | | 5,070 | | | — | | | — | | | 879,442 |
SAR | | | 2/16/23 | | | 2/8/23 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 12,780 | | | 177.55 | | | 900,095 |
Ms. Reiss | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash Incentive | | | | | | | | | 111,000 | | | 739,999 | | | 1,479,998 | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
PSU | | | 2/16/23 | | | 2/8/23 | | | — | | | — | | | — | | | 1,408 | | | 5,633 | | | 11,266 | | | — | | | — | | | — | | | 1,006,335 |
RSU | | | 2/16/23 | | | 2/8/23 | | | — | | | — | | | — | | | — | | | — | | | — | | | 4,227 | | | — | | | — | | | 677,588 |
SAR | | | 2/16/23 | | | 2/8/23 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 12,474 | | | 177.55 | | | 750,062 |
| (1) | | “Grant Date” applies to equity awards reported in the All Other Stock Awards and All Other Option/SAR Awards columns. The Committee approved the annual stock awards for Messrs. Berquist, Capuano, and Grissen at its February 11, 2015 meeting, and the Board approved the annual stock awards for Mr. Sorenson at its February 13, 2015 meeting. Pursuant to the Company’s equity compensation grant procedures described in the CD&A, the grant date of these awards was February 23, 2015, the second trading day following the release of the Company’s 2014 earnings. |
| (2) |
| The amounts reported in these columns include potential payouts corresponding to achievement of the threshold, target, and maximum performance objectives under the Company’s annual cash incentive plans.program. |
| (3) | (2)
| These columns report the number of shares issuable under PSUs granted to the NEOs for the 2015-20172023-2025 performance period. Each PSUAnnual PSUs reported in these columns isare conditioned on the achievement of 2025 Adjusted EBITDA, with a potential modification of -20% to +20% based on relative TSR performance over a three-year performance period of RevPAR Index, Gross Room Openings or Net Administrative Expense goals respectively,from 2023-2025, with threshold representing 50%25% of the target number of shares and maximum representing 150%200% of target. For these PSUs, each NEO received one award for an equal number of shares for each performance objective, with otherwise identical terms. |
| (4) | (3)
| The value reported for Stock Awards and Option/SAR awardsAwards is the aggregate grant date fair value of the awards granted in 20152023 as determined in accordance with accounting standards for share-based payments, although the Company recognizes the value of the awards for financial reporting purposes over the service period of the awards. TheWe used the following assumptions forto determine the fair value of the SAR Awards granted in 2023: expected volatility = 28.05%; dividend yield = 1.02%; risk-free rate = 3.98–3.96%; and expected term = 7–10 years. In making these assumptions, we base expected volatility on the valuation determinations are set forth in the footnotes captioned “Share-Based Compensation” to our financial statements inhistorical movement of the Company’s Form 10-Kstock price. We base risk-free rates on the corresponding U.S. Treasury spot rates for the fiscal year 2015.expected duration at the date of grant, which we convert to a continuously compounded rate. The dividend yield assumption takes into consideration both historical levels and expectations of future dividend payout. The weighted average expected terms for SAR Awards are an output of our valuation model which utilizes historical data in estimating the time period that the SARs are expected to remain unexercised. We calculate the expected terms for SARs for separate groups of retirement eligible and non-retirement eligible employees. Our valuation model also uses historical data to estimate exercise behaviors, which include determining the likelihood that employees will exercise their SARs before expiration at a certain multiple of stock price to exercise price. For PSUs, the value reported is based on the grant date stock price of the target number of shares subject to the award. |
2024 Proxy Statement | (5) | | This award vests in full following the completion of three years of service or upon death or disability.Marriott International, Inc. | | | 61 |
TRANSACTIONS WITH RELATED PERSONSTABLE OF CONTENTS
Transactions with Related Persons JWM Family Enterprises, L.P. (“
Family Enterprises”Enterprises”) is a Delaware limited partnership
whichthat is beneficially owned and controlled by
members of the family ofMr. J.W. Marriott, Jr., the Company’s
Chairman Emeritus and former Executive Chairman and Chairman of the Board,
and members of his family, including
Mrs. Deborah M. Harrison (daughter of J.W. Marriott, Jr.), a member of the Company’s
BoardBoard; and Mr. David S. Marriott (son of
Directors and an officerJ.W. Marriott, Jr.), the Chairman of the
Company, and J.W. Marriott, Jr. himself.Company’s Board. Family Enterprises indirectly holds
varying percentages of ownership
interests in
the following 16 hotels: | | | | | | |
Location
| | Brand
| | Initial Year
of
Company
Management
| |
Long Beach, California
| | Courtyard | | | 1994 | |
San Antonio, Texas
| | Residence Inn | | | 1994 | |
Anaheim, California
| | Fairfield Inn | | | 1996 | |
Herndon, Virginia
| | SpringHill Suites | | | 1999 | |
Milpitas, California
| | Courtyard | | | 1999 | |
Milpitas, California
| | TownePlace Suites | | | 1999 | |
Novato, California
| | Courtyard | | | 1999 | |
Washington, D.C. (Thomas Circle)
| | Residence Inn | | | 2001 | |
West Palm Beach, Florida
| | Marriott | | | 2003 | |
Columbus, Ohio
| | Renaissance | | | 2004 | |
Charlotte, North Carolina
| | Marriott | | | 2006 | |
Dallas, Texas
| �� | Renaissance | | | 2006 | |
Trumbull, Connecticut
| | Marriott | | | 2007 | |
Charlotte, North Carolina
| | Renaissance | | | 2007 | |
Cleveland, Ohio
| | Marriott | | | 2007 | |
Newark, New Jersey
| | Renaissance | | | 2007 | |
Our subsidiaries17 hotels that we operate each of these properties pursuant to management agreements with entities controlled by Family Enterprises, andEnterprises. We also provide procurement, renovation and/or renovationtechnical services for some of these properties pursuant to contracts entered into with the ownership entities. We expect such arrangements to continue in 2016.2024. In fiscal year 2015,2023, we receivedearned management fees of approximately $13.1 million plus reimbursement of certain expenses, and procurement, and renovation and/or technical services fees of approximately $238,424$174,000 from our operation of and provision of services for these hotels. The Company hasWe have no financial involvement beyondin Family Enterprises or in any of these hotels, other than as described in this paragraph.
Mr. Christopher Harrison (grandson of J.W. Marriott, Jr. and son of Mrs. Harrison) and Mr. Craig Ballard (son-in-law of Mrs. Harrison) hold an aggregate two-thirds interest in Dauntless Capital Partners, LLC (“Dauntless”), a private investment firm that manages long-term investments in hospitality real estate. Entities affiliated with Dauntless, and in which Dauntless and other Marriott family members hold interests, hold (or held in 2023) varying interests in 10 Marriott-branded hotels: seven hotels that are currently subject to franchise agreements; two hotels that we operate pursuant to management agreements with the
foregoing roleshotel owner; and one franchised hotel that was sold to an unrelated third party in
either2023. We expect management and franchise arrangements for hotels owned by entities affiliated with Dauntless to continue in 2024. It is possible Dauntless or entities affiliated with it will acquire interests in additional hotels operated or franchised by us. In 2023 (or, for interests acquired or sold in 2023, between the time when the interests in the hotels
listed abovewere acquired and December 31, 2023 or
between January 1, 2023 and the time the interests were sold), we earned approximately $4.4 million of management, franchise and other fees related to such properties, plus reimbursement of certain expenses. Mr. Harrison and Mr. Ballard also hold an aggregate two-thirds interest in
Family Enterprises.Twin Bridges Hospitality LLC, which has advised us that it acts (or expects to act) as asset manager for 12 Marriott-branded hotels under agreements with the hotel owners, including most of the Marriott-branded hotels referred to in this paragraph. We are not a party to any of those asset management agreements. Other than the management or franchise arrangements described in this paragraph, we have no financial involvement in the hotels or investment entities described in this paragraph.
Our Company was founded by
Mr. J.W. Marriott, Jr.’s
father,parents, and the Board believes that the involvement
of a number of Marriott family members in responsible positions of the Company makes a significant long-term contribution to the value of our corporate name and identity and to the maintenance of
Marriott’sour reputation for providing quality products and
services.services, reinforces the culture and core values that are the bedrock of our success, and promotes associate engagement and retention. In addition to
J.W. Marriott, Jr.’s serviceMr. David S. Marriott’s membership on the Board and role as
Executive Chairman and Chairman of the Board and
Deborah M.Mrs. Harrison’s membership on the Board
of Directors and
positionrole as Global
Officer, Marriott Culture and Business Councils,Cultural Ambassador Emeritus, the Company employs
a number of(or employed in 2023) other members of the Marriott family,
in management positions, including
Mr. J.W. Marriott, Jr.’s
son, David S. Marriott, his son-in-law (and Mrs. Harrison’s husband)
Mr. Ronald T. Harrison
until his retirement in January 2023; and his grandson (and
Ms.Mrs. Harrison’s son)
, Christopher Mr. Matthew Harrison.
TheFrom time to time, the Company
may also
employsemploy family members of other
executive officers (under SEC rules, family members include children, stepchildren, parents, stepparents, spouses, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law and other persons sharing the household with a directordirectors or executive
officer, other than as a tenant or employee).officers. The compensation levels of
such family
members of our directors and executive officers are set based on reference to external market practice offor similar positions and/or internal pay equity when compared to the compensation paid to non-family members in similar positions. Employed family members withFor 2023, Mr. Matthew Harrison’s total compensation, for 2015 in excess of $120,000, which includes, to the extent applicable, base salary, bonus, the value of stock-based awards, and all other compensation, are shown in the table below.
| | | | | | | | |
Director / Executive Officer
| | Family Member
| | Family Member Position
| | Total
Compensation
for 2015
| |
J.W. Marriott, Jr. and Deborah M. Harrison | | David S. Marriott | | Chief Operations Officer,
Americas East | | $ | 1,145,606 | |
| | | Ronald T. Harrison | | Global Officer,
Architecture and Construction | | $ | 1,011,717 | |
| | | Deborah M. Harrison | | Global Officer, Marriott
Culture and Business
Councils | | $ | 558,846 | |
| | | Christopher Harrison | | Director, Hotel Operations | | $ | 133,239 | |
for his service as a hotel general manager was $202,518. No other employed family members total compensation for 2023 exceeded $120,000.
The Company provides Mr. J.W. Marriott, Jr., the Company’s Chairman Emeritus and former Executive Chairman and Chairman of the Board, with various non-business-related services. He reimbursed the Company for the cost of non-business relatedthese services provided by Company employeesassociates in the amount of $436,693$371,233 for 2015.2023.
J.W. Marriott, Jr. and an affiliate of the Company entered into a non-exclusive aircraft time sharing agreement, dated September 20, 2018, which was amended and restated effective May 3, 2022 and effective September 14, 2023. The agreement permits him to compensate the Company for personal use of the Company’s aircraft, when not already committed for Company use. For flights under the time sharing agreement, J.W. Marriott, Jr. compensates the Company based on a cost reimbursement methodology compliant with Federal Aviation Administration regulations. In 2023, these reimbursements totaled approximately $201,000. An affiliate of the Company has also entered into non-exclusive aircraft time sharing agreements with Mr. Capuano (effective May 3, 2022, amended and restated effective September 14, 2023) and Mr. David S. Marriott (effective February 9, 2023), respectively, which permit them to compensate the Company for personal use of the Company’s aircraft based on a cost reimbursement methodology compliant with Federal Aviation Administration regulations. There were no reimbursements under Mr. Capuano’s time sharing agreement in 2023, and reimbursements under Mr. David Marriott’s time sharing agreement were less than $120,000. Additional information about Mr. Capuano’s use of the Company’s aircraft is included in the Executive Compensation section of this proxy statement.
2024 Proxy Statement | | | Marriott International, Inc. | | | 79 |
