The
20212024 annual meeting of stockholders (“Annual Meeting” or
“2021“2024 Annual Meeting”) of Marriott International, Inc. (“we,” “us,” “our,” “Marriott,” or the “Company”) will be a virtual meeting held on May
7, 2021,10, 2024, beginning at
11:008:30 a.m. Eastern Time. Stockholders of record as of the record date may join a live audio webcast at
www.virtualshareholdermeeting.com/MAR2021MAR2024. At the Annual Meeting, stockholders will act on the following items:
1.1 | | | Election of each of the 1312 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 year 2021;2024; |
3.3 | | | An advisory vote to approve executive compensation; |
4.4 | Approval of proposed amendments to
| | A stockholder resolution requesting that the Company’s Restated Certificate of IncorporationCompany commission a third-party civil rights audit; |
5 | | | A stockholder resolution requesting the Company annually prepare a racial and Bylaws to remove supermajority voting standards, including by removing:gender pay gap report; and |
6 | a. | The supermajority voting standard for removal of directors;
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| | b. | The supermajority voting standards for future amendments to the Certificate of Incorporation;
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| c. | The requirement for a supermajority stockholder vote for future amendments to certain Bylaw provisions;
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| d. | The requirement for a supermajority stockholder vote for certain transactions; and
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| e. | The supermajority voting standard for certain business combinations;
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5. | Any other matters that may properly be presented at the Annual Meeting. |
Record Date: Stockholders of record at the close of business on March 12, 2021, are entitled to notice of, to attend, and vote at, the Annual Meeting.
How to Attend:
Stockholders of record as of the record date may
joinattend the Annual Meeting at
www.virtualshareholdermeeting.com/MAR2021 MAR2024by 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.comwebsite, then you may
joinattend 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
5five days before the Annual Meeting) and obtain a “legal proxy” in order to be able to
joinattend 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
above. Youon 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.
For more information, see pages 66-71.Distribution Date: This proxy statement is first being made available to our stockholders on April 5, 2021.
Stockholder List: A list of stockholders of record entitledBrokers 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 Annual Meeting will be available electronically at www.virtualshareholdermeeting.com/MAR2021 during the Annual Meeting.
meeting.
For the convenience of our stockholders, proxies may be submitted 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
April 5, 2021
Table of Contents
TABLE OF CONTENTS
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.
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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.
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• 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 |
TABLE 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.
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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.
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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 |
TABLE OF CONTENTS Proxy Statement Summary PROXY STATEMENT SUMMARY
This 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 mattersMatters and the recommendationsRecommendations of the Board of Directors (the “Board”) | | | | | | | | | | Item | | Board
recommends | | Reasons for
recommendation | | See
page | | 1. | | Election of Directors | | ✓
FOR | | The Board and its Nominating and Corporate Governance Committee believe the 13 director nominees possess the skills, experience, and background to effectively monitor performance, provide oversight, and advise management on the Company’s long-term strategy. | | 7 | | 2. | | Ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2021 | | ✓ FOR | | 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 2021 is in the best interests of the Company and its stockholders. | | 7 | | 3. | | Advisory vote to approve executive compensation | | ✓ FOR | | 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. | | 8 | | 4. | | Approval of proposed amendments to the Restated Certificate of Incorporation and Bylaws to remove supermajority voting standards | | ✓ FOR | | The Board believes that the proposed amendments address the concerns raised by the 2020 stockholder proposal that received the approval of a majority of the votes cast. | | 8 |
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. | | | |
| | | | | | | | | | | | | 20212024 Proxy Statement | | | Marriott International, Inc. | | | | 1 | 5 |
TABLE OF CONTENTS
See “Corporate Governance – Nominees to our Board of Directors” for more information. The following table provides summary information about each director nominee. Each director is elected annually by a majority of votes cast.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name Occupation | | Age* | | Director since | | Independent | | Committee memberships | | | | AC | | | HRCC | | | NCGC | | | ISIC | | | TISOC | | | EC | | | | | | | | | | | | J.W. Marriott, Jr. Executive Chairman and Chairman of the Board Marriott International, Inc. | | 89 | | 1964 | | No | | | | | | | | | | | | | | | | | | | | | | | C | | | | | | | | | | | | Anthony G. Capuano Chief Executive Officer, Marriott International, Inc. | | 55 | | 2021 | | No | | | | | | | | | | | | | | | M | | | | | | | | M | | | | | | | | | | | | Deborah Marriott Harrison Global Cultural Ambassador Emeritus Marriott International, Inc. | | 64 | | 2014 | | No | | | | | | | | | | | | | | | M | | | | | | | | | | | | | | | | | | | | Frederick A. Henderson Former Chairman and Chief Executive Officer SunCoke Energy, Inc. | | 62 | | 2013 | | Yes | | | C F | | | | | | | | M | | | | | | | | | | | | | | | | | | | | | | | | Eric Hippeau Managing Partner, Lerer Hippeau | | 69 | | 2016 | | Yes | | | | | | | M | | | | | | | | | | | | M | | | | | | | | | | | | | | | | Lawrence W. Kellner (Lead Director) President, Emerald Creek Group, LLC | | 62 | | 2002 | | Yes | | | | | | | | | | | C | | | | | | | | | | | | M | | | | | | | | | | | | Debra L. Lee Former Chairman and Chief Executive Officer, BET Networks | | 66 | | 2004 | | Yes | | | | | | | | | | | M | | | | C | | | | | | | | M | | | | | | | | | | | | Aylwin B. Lewis Former Chairman, Chief Executive Officer and President, Potbelly Corporation | | 66 | | 2016 | | Yes | | | F | | | | C | | | | | | | | | | | | | | | | | | | | | | | | | | | | David S. Marriott President, U.S. Full Service Managed by Marriott, Marriott International, Inc.** | | 47 | | 2021 | | No | | | | | | | | | | | | | | | M | | | | | | | | | | | | | | | | | | | | Margaret M. McCarthy Former Executive Vice President, CVS Health Corporation | | 67 | | 2019 | | Yes | | | M | | | | | | | | | | | | | | | | C | | | | | | | | | | | | | | | | George Muñoz Principal, Muñoz Investment Banking Group, LLC | | 70 | | 2002 | | Yes | | | F | | | | | | | | | | | | M | | | | | | | | | | | | | | | | | | | | Horacio D. Rozanski President and Chief Executive Officer, Booz Allen Hamilton Inc. | | 53 | | 2021 | | Yes | | | | | | | M | | | | | | | | | | | | M | | | | | | | | | | | | | | | | Susan C. Schwab Professor Emerita, University of Maryland School of Public Policy | | 66 | | 2015 | | Yes | | | | | | | M | | | | | | | | | | | | M | | | | | |
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 | AC:HRCC: | | Audit Committee | | C Chair
| | M Member
| | F Financial Expert
and Member
| HRCC: | | Human Resources and Compensation Committee (f/k/a the Compensation Policy Committee)
| | | TISOC: | | | Technology and Information Security Oversight Committee | NCGC: | | | Nominating and Corporate Governance Committee | ISIC: | | Inclusion and Social Impact Committee
(f/k/a the Committee for Excellence)
| TISOC: | EC: | Technology and Information Security Oversight
Committee
| EC: | | Executive Committee |
*
| Ages as of May 7, 2021 10, 2024. |
**2024 Proxy Statement | David S. Marriott joined the Board in March 2021 and plans to step down from his role as President, U.S. Full Service Managed by Marriott, prior to the Annual Meeting, in anticipation of assuming the position of Chairman of the Board in 2022, when J.W. Marriott, Jr. plans to transition to Chairman Emeritus.
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| | | | | | | | | | 2 | | | | | | Marriott International, Inc. | | | 7 |
TABLE OF CONTENTS
Corporate Governance Highlights See “Corporate Governance” for more information. | | | | | | | | | | | | Independent Board and
Board committees
| | |  | | | | | | | • Chairman and CEO positions separate since 2012; Lead Director appointed in 2013
• Nine of 13 director nominees are independent
• All Audit, Human Resources and Compensation, Nominating and Corporate Governance, and Technology and Information Security Oversight committee members are independent
• Annual Board and committee evaluations
• Mandatory retirement age of 72 for all directors except for J.W. Marriott, Jr.
• Robust director orientation and availability of continuing education programs for directors
• All Audit Committee members are financially literate and three out of four members are audit committee financial experts
• Our Human Resources and Compensation Committee uses an independent compensation consultant
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| | | | | | | | | | | | Active stockholder engagement
| | | | | | | | | | During fiscal year 2020, we met with investors from 485 institutions in individual and group investor meetings and at conferences. These investors represent a significant majority of our institutional investor base.
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8 | | | Marriott International, Inc. | | | | | | | | | | Progressive stockholder rights
| | | | | | | | | | • Majority vote in uncontested director elections
• Annual director elections
• Market standard proxy access right for stockholders
• Confidential voting policy
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| | | | | | | | | | | | Commitment to Board refreshment
| | | | | | | | | | The Board has established a comprehensive Board refreshment process to ensure that the skills, qualifications, and diversity of perspectives on our Board are consistent with the needs of the business and that our Board reflects a balance of new and long-term perspectives. Since 2019, four new members have joined our Board, including two independent members and three new members in 2021.
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| | | | | | | | | | | | Strong stockholder support on
say-on-pay
| | | | | | | | | | At the Company’s 2020 annual meeting, stockholders again expressed substantial support for the compensation of our NEOs with almost 95% of the votes cast for approval of the “say-on-pay” advisory proposal relating to our 2019 NEO compensation.
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| | | | | | | | | | | | | 20212024 Proxy Statement | | | | | | | 3 | |
TABLE OF CONTENTS
Executive Compensation Matters In fiscal year 2020,
2023 was a terrific year. We saw continued strong momentum in our business around the Company devoted substantial attentionworld, thanks to respondingsolid demand for travel and our diverse portfolio of more than 30 brands, which led to the human and business impact of the COVID-19 pandemic while maintaining focus on our long-term strategy to drive future growth. Our NEOs showed exceptional performance in managing the Company in the face of unprecedented challenges resulting from the COVID-19 pandemic, including, but not limited to, managing the Company’s financial structure to preserve access to capital and enhance liquidity; developing innovative and enhanced cleaning protocols, technologies and approaches to customer service; mitigating the potential impact on the Company’s culture and human capital; and working closely with hotel owners and franchisees to help address theirexcellent financial and operational concerns. Despiteoperating performance. All of our regions experienced significant RevPAR improvement during the COVID-19 pandemic,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 ended 2020signed 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 498,0001,597,000 rooms in 139 countries and territories. Our people are foundational to our development pipeline. We were also honored in 2020 to be recognized by DiversityInc as the #1 Company for Diversity and by Fortune as one ofstrategy. 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”For®, Great Place to Work® in 2023. Finally, from a customer standpoint, we exceeded our 2023 goals for the 23rd consecutive year.We did not adjust any of our annual or long-term performance goals to reflect the impact of the COVID-19 pandemic on our business. Therefore, notwithstanding the Company’s significant accomplishments in the face of the pandemic, our NEOs received zero annual incentiveguest satisfaction and for 2020Marriott Bonvoy loyalty program member engagement and beginning in April 2020, their base salaries were significantly reduced for the remainder of the year.
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, its stockholders, and its executives. With these goals in mind, the Board and its Human Resources and Compensation Committee hashave implemented an executive compensation program that consists of the following key components: 
2024 Proxy Statement | | | | | | | | 4 | | | | | | Marriott International, Inc. | | | 9 |
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Majority of Compensation is Equity and At-RiskThe following charts show the percentage breakdown of our NEOs’ target total direct compensation among base salary, at-risk target annual incentive, and target annual equity compensation for 2020.2023. Alignment Between Company Performance and Annual Realizable Pay The following graph shows the historical alignment between Company performance (measured as total stockholder return (“TSR”)) and the President and CEO’s average annual Realizable Pay (as defined below) over 3-year rolling periods. President and CEO Realizable Pay and Company TSR Performance 
*
| Realizable Pay is the sum of salary and bonuses paid, annual incentiveincentives earned, and balances of stock awards granted over each 3-year period (including supplemental stock awards). Stock award balances are valued at the end of the 3-year period and include the “in-the-money”“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. |
10 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
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Executive Compensation Best Practices Consistent with our commitment to executive compensation best practices, the Company maintained the following NEO compensation practices for 2020:2023: | | | | | ✓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 reinforces its commitment to long-term performance through robust stock ownership requirements that discourage excessive risk-taking to achieve short-term returns. 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 this requirement
• NEOs are subject to compensation clawback requirements that can be triggered by either an accounting restatement or by improper conduct
• 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 CompanyHuman 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 half50% of annual equity awards granted to the President and CEO in 2020 be three-year PSUs
• The Human Resources and Compensation Committee considers progress against diversity and inclusion metricsprogress 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 only “double trigger” change in control benefits
• We provide stockholders with an annual vote to approve, on a non-binding, advisory basis, the compensation of the NEOs and we regularly engageare available for engagement with stockholders on the Company’s compensation process and policies |
| | | ûWe 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 NEOsdirectors 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 | | | | | | | | | 6 | | | | | | Marriott International, Inc. | | | 11 |
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Items to be Voted On
The 1312 current directors listed below are standing for election at the 20212024 Annual Meeting. If elected, each director will hold office for a one-year term expiring at the 20222025 annual meeting of stockholders and until his or her successor is elected or appointed and qualified. David S. Marriott | | | Deborah M. Harrison | | | Debra L. Lee | | | Grant F. Reid | J.W. Marriott, Jr.
| | Lawrence W. Kellner
| | George Muñoz
| Anthony G. Capuano
| | Debra L. Lee
| Frederick A. Henderson | | | Aylwin B. Lewis | | | Horacio D. Rozanski | DeborahIsabella D. Goren
| | | Lauren R. Hobart | | | Margaret M. HarrisonMcCarthy | | Aylwin B. Lewis
| | Susan C. Schwab
| Frederick A. Henderson
| | David S. Marriott
| | | Eric Hippeau
| | Margaret M. McCarthy
| | |
You can find information on the director nominees beginning on page 17.in the “Nominees to our Board of Directors” section of this proxy statement. Each of the director nominees is currently a director of the Company and has been elected to 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 Bylaws 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 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 that stockholders vote FOR eachIn a contested 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 13 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 20212024 The Audit Committee of the Board has appointed Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2021.2024. 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 joinattend the 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 year 20202023 and 20192022 fees beginning on page 30.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
Items to be Voted On
into consideration when determining whether to continue the firm’s engagement. Even if stockholders ratify the appointment of Ernst & Young LLP, the Audit Committee, in its discretion, may select anothera different auditor at any time during the year 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. |
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 2021.
Item 3 –
Advisory Vote to Approve Executive Compensation We are asking stockholders to approve a non-binding advisory resolution on the compensation of our NEOs, as disclosed in this proxy statement. Although the resolution, commonly referred to as a “say-on-pay”“say-on-pay” resolution, is non-binding, the Board and Human Resources and Compensation 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 20172023 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 Annual Meeting, the next advisory vote on the compensation of our NEOs is expected to occur at our 20222025 annual meeting of stockholders. We urge you to read the Compensation Discussion and Analysis (“CD&A”) beginning on page 33section 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 55 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 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 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 20212024 Annual Meeting of Stockholders. The Board recommends that stockholders vote FOR approval of the advisory resolution to approve executive compensation. |
2024 Proxy Statement | | | Marriott International, Inc. | | | 13 |
TABLE OF CONTENTS Stockholder Resolution Requesting that the Company Commission a Third-Party Civil Rights Audit Trillium ESG Global Equity Fund (the “proponent”), whose address and stockholdings will be provided by us upon written or oral request, has advised the Company that it 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 Civil Rights Audit Resolved: Shareholders urge 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 core values and strategic business goals.”1 Though Marriott has initiatives to address discrimination, its current actions may be insufficient to address controversies involving the company. Marriott is connected to allegations of employment discrimination. In September 2022, the Department of Labor found that a resort operated by Marriott in Tennessee discriminated against 250 Black, Asian, and female 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 reasonable disability accommodations were not made.3 The alleged culture of discrimination may also affect customers. In July 2022, a 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 suggested the slur was a “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 Marriott 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 unusually high fees compared to peer institutions. Workers allegedly use “Mini Loans,” which have an effective rate of 46 percent inclusive of the application 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 MEFCU in 2018, the case was settled in 2020 with MEFCU denying wrongdoing.6 We believe that the combination of unstable schedules and providing access to high-interest loans likely perpetuates the cycle of poverty 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 Marriott has adequate controls to address controversies that present risks. 14 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
TABLE OF CONTENTS Board Response The Board recommends a vote AGAINST this proposal. Since our Company’s founding, we have been guided by the principles 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 FOR approvalagainst the 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 advisory resolutionproposal and that a long and costly audit process is not necessary and would not provide meaningful or actionable information to approve executive compensation.the Company or stockholders. Item 4 – ApprovalThe proponent suggests that we have a “culture of Proposed Amendmentsdiscrimination,” 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 Restated Certificateproperties every year. These individuals build careers with us and choose to do business with us because of Incorporationour commitment to our people-first culture and Bylawsstrong core values. After receiving the proposal, we met with the proponent to Remove Supermajority Voting StandardsThe Certificatehighlight our culture and Bylaws currently requirediscuss the approvalproposal, including the unique circumstances of the holdersincidents 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 66 2/3%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 Company’s outstanding sharesglobe, we strive to understand, respect, and welcome all. To accomplish this, we work to create a safe, fair, and inclusive workplace for certain fundamental changesour associates and a safe, secure, and hospitable environment for our guests. We utilize a variety of tools, resources, and initiatives to the Company’s corporate governance. This Item 4educate 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 resultplatform promoting a culture of the Board’s ongoing review of our corporate governanceinclusion that leverages resources, training, best practices, and content related to diversity and inclusion, including a non-binding stockholder proposalfocus on understanding customer cultures and guest needs with the goal of enabling associates to remove these supermajority voting requirements that receivedprovide 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 from a majority of the votes cast at the Company’s 2020recruitment, retention, and diversity and inclusion efforts. These initiatives and more are described in greater detail in our annual meeting of stockholders. After considering corporate governance best practices for our stockholders, balancing the competing interests discussed below and taking into account last year’s stockholder vote, the Board has approved resolutions declaring it advisable to amend the Certificate and, subject to the filing and effectiveness of a certificate of amendment setting forth certain amendments to the Certificate (as described below) approved by the stockholders, the Bylaws to eliminate each voting requirement that calls for a supermajority vote and make certain related amendments (the “Proposed Amendments”). The Proposed Amendments are set forth in Items 4(a) to 4(e) below, which will be voted on separately. The vote required to approve each of the Proposed Amendments is discussed in each Item. Approval of any Item is not conditioned upon approval of the other Items.Serve 360 Report. 2024 Proxy Statement | | | | | | | | | 8 | | | | | | Marriott International, Inc. | | | 15 |
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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 Voted OnPurposereferred to the internal investigations department and/or associate relations department.
Our Principles of Responsible Business detail our efforts to demonstrate our core values and Effecta 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 Proposed Amendmentsproposal 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, 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. |
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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 continually evaluatesrecommends a vote AGAINST this proposal. This proposal is substantially similar to the implementation of appropriate corporate governance measures. In this regard,proposal the proponent submitted last year. The Board has evaluatedconsidered 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 stockholders 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 voting requirementspay equity processes and outcomes. Unadjusted pay equity statistics would not provide any additional information about our pay practices or our efforts to identify, minimize, and rectify 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 pastU.S. Additional reviews of pay and has consistently determinedprocesses 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 retentionproposal’s additional requested reporting of unadjusted median pay gaps across race and gender globally is a supermajority vote standard for certain fundamental changespractical or useful supplement to the Company’s corporate governance wasexisting reporting that we already provide annually. Unadjusted pay gap metrics compare the best wayaverage pay of men and employees who do not identify as minorities to protect the interestsaverage pay of all stockholders. Thewomen 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 fundamental changes tothe additional report requested by the proposal is unnecessary, would be a costly diversion of corporate governance should have the support of a broad consensus of all stockholders. However, if the Proposed Amendments are approved, a relatively small number of stockholders holding a large amount of shares could enact significant corporate changes that benefit only a narrow group of stockholders. For example, if Item 4(e) belowresources, and is implemented, certain transactions between the Company and “Interested Stockholders” (as definednot in the Certificate, 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 Voting Stock) could be approved by only a majority vote. In contrast, the current supermajority voting standard could encourage Interested Stockholders to negotiate transaction terms that take into account thebest interests of all ofour stockholders. We also disagree with the Company’s stockholders andproposal’s assertion that do not sacrifice the long-term success of the Company for short-term benefits.On the other hand, the Boardreporting unadjusted median pay gaps is aware that certain stockholders and institutions disagree. These entities generally argue that a majority vote should be sufficient for any corporate action requiring stockholder approval, regardless of the considerations outlined above. This Item 4 reflects the Board’s determination to acknowledge, and address, that difference in perspective.
Overview of Proposed Amendments
Our Certificate currently contains supermajority voting requirements for the removal of directors with or without cause, for stockholders to amend certain articles in the Certificate, for stockholders to amend certain sections of the Bylaws, for the approval of certain transactions and for the approval of certain business combinations. Our Bylaws currently contain supermajority voting requirements for the removal of directors with or without cause and for stockholders to amend certain sections of the Bylaws. More information on the Proposed Amendments to remove the supermajority voting standards in these provisions is set forth in the descriptions of Items 4(a) through 4(e) below.
Item 4(a): Amendments to Remove the Supermajority Voting Standard for the Removal of Directors
Description of Amendment. Currently, the fourth paragraph of Article EIGHTH of the Certificate and the last sentence of Section 3.2 of Article III of the Bylaws provide that a director can be removed from office, with or without cause, only by the affirmative vote of the holders of at least 66 2/3% of the voting power of all the shares of the Company entitled to vote generally in the election of directors, voting together as a single class. This Item 4(a) requests that stockholders approve an amendment to delete the supermajority voting requirement for the removal of directors in (i) the fourth paragraph of Article EIGHTH of the Certificate and (ii) subject to the filing and effectiveness of a certificate of amendment setting forth the proposed amendment to the Certificate described in clause (i), the last sentence of Section 3.2 of Article III of the Bylaws. As a result of the amendments, the voting standard set forth in the General Corporation Law of the State of Delaware (the “DGCL”) would apply to the removal of directors, which would require approval of the holders of a majority of shares outstanding and entitled to vote at an election of directors.
Vote Required to Approve. Under the Certificate and Bylaws, the affirmative vote of the holders of at least 66 2/3% of the voting power of all the shares of the Company entitled to vote generally in the election of directors, voting together as a single class, is required to approve the amendments set forth in this Item 4(a).
Item 4(b): Amendments to Remove the Supermajority Voting Standards for Future Amendments to the Certificate Approved by Our Stockholders
Description of Amendments. Currently, the Certificate states that the affirmative vote of the holders of at least 66 2/3% of the voting power of all the shares of the Company entitled to vote generally in the election of directors, voting together as a single class, is required to alter, amend or adopt any provision inconsistent with or repeal the following Articles of the Certificate:
the fourth paragraph of Article EIGHTH addressing removal of directors;
Article THIRTEENTH requiring that any stockholder action be effected only at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing by stockholders, and that special meetings of stockholders of the Company be called only by the Board pursuantbest practice – according to a resolution approved byrecent third-party report from Teneo, only 7% of U.S. S&P 500 companies report such information.
We embrace a majorityholistic strategy to invest in our associates. Pay equity is just one part of our larger set of practices designed to support, develop, and retain a diverse and engaged workforce. Our long history of service, innovation, and growth is built on a commitment to put 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 entire Board;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. |
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Items to be Voted On
TABLE OF CONTENTS Article FOURTEENTH authorizing the Board to make, alter, amend and repeal the Bylaws, except in certain situations (as described in Item 4(c) below); and
Article FIFTEENTH addressing certain business combinations (as described in Item 4(e) below).
This Item 4(b) requests that stockholders approve amendments to the Certificate to delete the last sentence in the fourth paragraph of Article EIGHTH, the last sentence in Article THIRTEENTH, the last sentence in Article FOURTEENTH and the last sentence in Article FIFTEENTH of the Certificate. As a result of such amendments, the voting standard set forth in the DGCL would apply, which would mean that future amendments to these articles in the Certificate would require approval by the holders of a majority of shares outstanding and entitled to vote thereon.
Vote Required to Approve. Under the Certificate, the affirmative vote of the holders of at least 66 2/3% of the voting power of all the shares of the Company entitled to vote generally in the election of directors, voting together as a single class, is required to approve the amendments set forth in this Item 4(b).
Item 4(c): Amendments to Remove the Requirement for a Supermajority Stockholder Vote for Future Amendments to Certain Bylaw Provisions
Description of Amendments. Currently, pursuant to Article FOURTEENTH of the Certificate and Section 8.1 of Article VIII of the Bylaws, the affirmative vote of the holders of at least 66 2/3% of the voting power of all the shares of the Company entitled to vote generally in the election of directors, voting together as a single class, is required in order to alter, amend or repeal or adopt a provision inconsistent with the following provisions in the Bylaws:
Sections 3.1, 3.2 and 3.13 of Article III addressing annual elections, director removal and nomination of directors, respectively;
Article VIII, which sets forth in the Bylaws the supermajority vote requirement for the specific Bylaw amendments discussed in this Item; and
Article IX, which requires that any stockholder action may be effected only at a duly called annual or special meeting of stockholders.
This Item 4(c) requests that stockholders approve amendments to (i) Article FOURTEENTH of the Certificate and (ii) subject to the filing and effectiveness of a certificate of amendment setting forth the proposed amendment to the Certificate described in clause (i), Section 8.1 of Article VIII of the Bylaws, to remove the requirements that a supermajority stockholder vote approve future amendments to Sections 3.1, 3.2, and 3.13 of Article III, Article VIII and Article IX of the Bylaws. If approved, future amendments to these sections of the Bylaws could be approved either by the holders of a majority of the outstanding shares represented and entitled to vote at a meeting of stockholders called for the purpose of amending the Bylaws, or by the Board acting unilaterally.
Vote Required to Approve. Under the Certificate and the Bylaws, the affirmative vote of the holders of at least 66 2/3% of the voting power of all the shares of the Company entitled to vote generally in the election of directors, voting together as a single class, is required to approve the Certificate and Bylaw amendments addressed in this Item 4(c).
Item 4(d): Amendment to Remove the Requirement for a Supermajority Stockholder Vote for Certain Transactions
Description of Amendment. Currently, Article TWELFTH of the Certificate states that the affirmative vote of the holders of shares representing not less than 66 2/3% of the voting power of the Company will be required for the approval of any proposal for the Company to engage in certain significant transactions, including a reorganization, merger, or consolidation with any other company, or sale, lease, or an exchange of substantially all of the assets or business of the Company. The last sentence in Article TWELFTH further states that the affirmative vote of the holders of shares representing at least 66 2/3% of the voting power of the Company is required to alter, amend or adopt any provision inconsistent with or repeal Article TWELFTH. This Item 4(d) requests that stockholders approve an amendment to delete the entire Article TWELFTH so that the default voting standard in the DGCL, if any, will apply to the transactions described above. As a result, such transactions that must be approved by stockholders pursuant to the DGCL generally would require the approval of the holders of a majority of the outstanding shares. For example, mergers and consolidations that must be approved by stockholders would require the approval of the holders of a majority of the outstanding shares entitled to vote thereon. However, consistent with the DGCL, other mergers would not require a vote of stockholders. For example, the DGCL provides that stockholders need not approve certain short-form mergers,
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Items to be Voted On
holding company reorganization mergers, certain mergers involving the issuance of less than 20% of the company’s stock and certain back-end mergers following a successful tender offer.
Vote Required to Approve. Under the Certificate, the affirmative vote of the holders of shares representing at least 66 2/3% of the voting power of the Company is required to approve the amendment set forth in this Item 4(d).
Item 4(e): Amendment to Remove the Supermajority Voting Standard for Certain Business Combinations
Description of Amendment. Currently, Article FIFTEENTH of the Certificate states that, in addition to any affirmative vote required by law, the affirmative vote of the holders of at least 66 2/3% of the voting power of all the shares of the Company entitled to vote generally in the election of directors, voting together as a single class, is required for the approval of certain transactions with any Interested Stockholder (as defined in the Certificate, which includes any direct or indirect beneficial owner of more than 25% of the voting power of the Company’s outstanding Voting Stock). Covered transactions include any merger or consolidation, any sale or other disposition of assets of the Company having an aggregate fair market value of $15 million or more, issuance of any securities of the Company to any Interested Stockholder having an aggregate fair market value of $15 million or more, adoption of any plan or proposal for the liquidation or dissolution of the Company proposed by the Interested Stockholder or any reclassification of securities or recapitalization of the Company or any merger or consolidation (whether or not with or into or otherwise involving the Interested Stockholder) that has the effect of increasing the proportionate share of the outstanding shares owned by the Interested Stockholder. This Item 4(e) requests that stockholders approve an amendment to replace the reference to “66 2/3%” in the business combination provision in Article FIFTEENTH with “a majority.” As a result of the amendment, as set forth in the Certificate, certain business combinations (as defined in the Certificate) with an Interested Stockholder would require approval of the holders of a majority of shares outstanding and entitled to vote at an election of directors.
Vote Required to Approve. Under the Certificate, the affirmative vote of the holders of at least 66 2/3% of the voting power of all the shares of the Company entitled to vote generally in the election of directors, voting together as a single class, is required to approve the amendment set forth in this Item 4(e).
Additional Information
The full text of the Proposed Amendments, in each case marked to show the proposed deletions and insertions, is set forth in Exhibit A to this Proxy Statement. The general description of provisions of our Certificate and Bylaws and the Proposed Amendments set forth herein are qualified in their entirety by reference to the text of Exhibit A. You can find a copy of our Certificate and our Bylaws in the Investor Relations section of the Company’s website (Marriott.com/Investor) by clicking on “Governance” and then “Documents & Charters.”
If stockholders approve any of the Proposed Amendments by the requisite vote, we will file a Certificate of Amendment that includes only those amendments that were approved by the stockholders with the Secretary of State of the State of Delaware following the Annual Meeting. The Certificate of Amendment and any corresponding Bylaw amendments that are approved will become effective upon acceptance of the filing by the Secretary of State of the State of Delaware. For any Proposed Amendment that does not receive the requisite vote, that Proposed Amendment will not be implemented and the Company’s current voting standards relating to such Proposed Amendment will remain in place.
The Board unanimously recommends that stockholders vote FOR the approval of each of the amendments set forth in each of the Items above to remove the supermajority voting standards contained in the Certificate and Bylaws.
Corporate Governance 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, effective March 31, 2012,chosen to separate the Board determined that the positionsroles of Chairman of the Board and CEO should be held by separate individuals. At that time,for more than ten years. This structure allows the Chairman to focus on leading the Board elected J.W.in its oversight and governance responsibilities and the CEO to focus on setting and executing our strategic plans and initiatives and leading the operations of the 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 Board, and Arne M. Sorenson, at the time our President and Chief Operating Officer, to the position of President and CEO. Following Mr. Sorenson’s unexpected passing earlier this year,Company in April 2021 in connection with joining the Board appointed Anthony G. Capuano to focus on the position of CEO.In his current role, Mr. Marriott continues to provideBoard’s oversight and governance 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 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, help 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. As previously announced, Mr. Marriott plansCapuano reports to transition to the role of Chairman Emeritus in 2022. In anticipation of that event, Mr. David Marriott has joined the Board, and plans to step down as an employee of the Company prior to the Annual Meeting, in anticipation of assuming the position of Chairman of the Board in 2022.
Inreviews his performance annually.
Strong Lead Independent Director. Since 2013, the Board createdhas maintained the position of Lead Director and prescribed that the independent Chairman of our Nominating and Corporate Governance Committee would serve as theIndependent Director. The Lead Director. Lawrence W. Kellner currently serves in those positions. The LeadIndependent Director’s responsibilities include presiding at regular executive sessions of the independent directors as well as meetings of the Board at which the Chairman of the Board is not present, chairing the private sessions of the independent directors, presiding at executive sessions, 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. In addition,The Lead Independent Director also reviews and approves, in consultation with both the Lead Director reviewsChairman and the President and CEO, Board meeting agendas and schedules, coordinates the evaluation of Board and committee 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. The Lead Independent Director also is a standing member of the Board’s Executive Committee. We believeThe 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 |
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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 13 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 Compensation, 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, the development and implementation of our corporate governance programs, and technology, information security and privacy.We believe that
Emeritus Designations Chairman Emeritus. J.W. Marriott, Jr., our former Executive Chairman and Chairman of the Board, leadership structure, in whichholds the rolestitle of Chairman and CEO are separate, together with an experienced and engaged Lead Director and independent key committees,Emeritus. As Chairman Emeritus, Mr. Marriott may attend certain Board meetings or functions, but he is and will continue to be effectivenot a nominee for election and is not considered a member of the optimal structureBoard 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 ourthe 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 our stockholders.is not a nominee for election. 2024 Proxy Statement | | | | | | | | | 12 | | | | | | Marriott International, Inc. | | | 21 |
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Board Composition and Diversity The Company does not maintain a formal diversity policy for Board membership, however, the Board believes 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 Nominating and Corporate Governance Committee considers and discusses the extent to which the Board as a whole includes a mix of members that represent a diversity of background and experience, 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 | | | |
| | | The Company does not maintain a formal diversity policy for Board membership. However, the Board believes that the Company’s directors, considered as a group, should provide a mix Diversity
8
of backgrounds, experience, knowledge, and abilities, and should reflect the diversityour 12 Director nominees are
women and/or people of the Company’s stockholders, associates, customers, and guests, as well as the communities in which the Company operates. Thus, the Nominating and Corporate Governance Committee considers and discusses the extent to which the Board as a whole includes the appropriate mix of members that represent a diversity of background and experience, 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 directors embody a diverse range of viewpoints, backgrounds and skills, including with respect to age, tenure, gender, and race/ethnicity. | |  |  |
color
Corporate Governance
Director Nominees Likewise, the Board believes that committee leadership and membership should reflect the diversity of the Board, and whenBoard. When considering and reviewing committee assignments the Nominating and Corporate Governance Committee discusses the extent to which the regularly-meeting standing committees include a mix of members that represent a diversity of backgroundbackgrounds and experience. The Board believes the current committee leadership and membership embodies a diverse rangeCurrently, four of viewpoints, backgrounds and skills, including with respect to gender and race/ethnicity.
our five regularly-meeting standing committees are chaired by women and/or people of color.22 | | | | | | | | | 14 | | | | | | Marriott International, Inc. | | | 2024 Proxy Statement |
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Board Skills and Experience The Board believes that having the appropriatea mix of directors with complementary qualifications, expertise, and experience is essential to meeting the Board’sits oversight responsibility. The skills matrix below summarizes some of the skills and qualificationsexpertise of the nominees that we believe benefit our current business and strategy. Not being included in a category does not mean that a director lacks that qualification or skill. We continue to evaluate the matrix against our needs and strategy so that it can serve as an effective tool for identifying opportunities for improvement indirector nominees who collectively have the Board’s collectivecomplementary experience, knowledge, and abilities. | | | | | Director Skills and Qualifications
| Background
| | 2021 Nominees
| | Alignment with Company Strategy
| Senior Executive
Leadership Experience
| | 13
| | Significant experience leading large organizations or enterprises, resulting in a practical understanding of organizational structure, business planning and strategy, talent development, financial oversight, risk management, and how to drive growth.
| Hospitality / Travel and
Consumer Focus
Experience
| | 7
| | Experience in the travel and hospitality industry or other industries focused on attracting and serving consumers, including experience developing strategies to grow sales and market share, build brand awareness, and enhance enterprise reputation.
| Financial Expertise
| | 6
| | Proficiency in finance, capital allocation, and financial reporting processes gained from experience acting as, or actively supervising, a principal financial officer, principal accounting officer, controller, public accountant or auditor, or one or more positions that involve the performance of similar functions.
| Global/International
| | 9
| | An understanding of, and experience working in, diverse business environments, economic conditions, cultures, and regulatory frameworks around the world.
| Culture and Human
Capital Management
| | 5
| | Experience in a human resources or personnel role managing and developing talent, values, and culture, or in one or more positions that contribute to an understanding of how the Company manages and develops its culture and workforce.
| Government, Legal and
Regulatory Affairs
| | 4
| | Experience working in law, government regulations, and public policy.
| Technology and
Information Security
| | 3
| | Knowledge of technological trends, innovation, and using technology to manage customer data and deliver products and services to the market.
| Public Company Board
Service
| | 10
| | An understanding of board dynamics and processes, relations between the board and management, corporate governance, oversight, and stockholder relations arising from prior or current service on other public company boards.
|
abilities relevant to service on the Board.
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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. 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:
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 |
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; and
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 considers and discusses the extent to which a prospective nominee helps the Board achieve a mix of members that represent a diversity of background and experience. The Nominating and 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 Directordirector 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 2020,2023, the Nominating and Corporate Governance Committee did not utilizeused the services of Russell Reynolds Associates, a third-party executive search firm. firm, for this purpose.24 | | | | | | | | | 16 | | | | | | Marriott International, Inc. | | | 2024 Proxy Statement |
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Nominees to our Board of Directors Each of the following director nominees presently serves on our Board and their term of office will expire at the Annual Meeting. The age shown below for each director nominee is as of May 7, 2021,10, 2024, the date of the Annual Meeting. Each director nominee has been nominated to serve until the 20222025 annual meeting 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.
| | Age: 89 Director since: 1964
| | | 
| | Executive Chairman
Former Chief
Executive Officer
| | Mr. Marriott was elected Executive Chairman effective March 31, 2012, having relinquished his position as CEO. He had served as CEO 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
Age: 50
Joined the Board: 2021
Marriott Corporation (formerly Hot Shoppes, Inc.) in 1956International Board Committee Memberships
⯀ Executive (Chair)
⯀Inclusion and became President and a director in 1964, CEO in 1972 and Social Impact
Other Public Company Boards (Current)
⯀ None
Other Public Company Boards
(Past Five Years)
⯀None | | | David S. Marriott
Chairman of the Board, in 1985. He serves on the board of trustees of The J. Willard & Alice S. Marriott Foundation and is an honorary member of the World Travel & Tourism Council. He is the father of Deborah M. Harrison and David S. Marriott, members of the Company’s Board of Directors. | | |
Skills and Qualifications:
As a result of his service as CEO of the Company for 40 years, Mr. Marriott brings to the Board and our Executive Committee, which he chairs, 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 also provides a unique advantage to the Company.
| | | | | | | | | | Anthony G. Capuano
| | Age: 55 Director since: 2021
| | | 
| | Chief Executive
Officer
| | Mr. Capuano was appointed CEO in February 2021. Prior to his appointment as CEO, Mr. Capuano was Group President, Global Development, Design and Operations Services, a role he assumed in January 2020. In that role, he was responsible for leading the Company’s global development and design efforts and overseeing the Company’s Global Operations discipline. Mr. Capuano began his Marriott career in 1995 as part of the Market Planning and Feasibility team. Between 1997 and 2005, he led Marriott’s full service development efforts in the Western U.S. and Canada. From 2005 to 2008, Mr. Capuano served as Senior Vice President of full-service development for North America. In 2008, his responsibilities expanded to include all of U.S. and Canada and the Caribbean and Latin America, and he became Executive Vice President and Global Chief Development Officer in 2009. Mr. Capuano began his professional career in Laventhol and Horwath’s Boston-based Leisure Time Advisory Group. He then joined Kenneth Leventhal and Company’s hospitality consulting group in Los Angeles, CA. Mr. Capuano earned his bachelor’s degree in Hotel Administration from Cornell University. He is an active member of the Cornell Hotel Society and a member of The Cornell School of Hotel Administration Dean’s Advisory Board. Mr. Capuano is also a member of the American Hotel and Lodging Association’s Industry Real Estate Financial Advisory Council.
| | |
Skills and Qualifications:
Mr. Capuano brings to the Board, our Executive Committee, and our Inclusion and Social Impact Committee extensive knowledge of the Company’s business and strategy and deep experience and relationships in the hospitality industry as a result of his prior service in the Company’s development and global operations disciplines.
Mr. Capuano was elected to the Board in February 2021 in connection with his appointment as CEO.
International
Corporate Governance
| | | | | | | | | | Deborah Marriott Harrison
| | Age: 64 Director since: 2014
| | | 
| | Global Cultural
Ambassador Emeritus
| | Mrs. Harrison has served as the Company’s Global Cultural Ambassador Emeritus since May 2019. She formerly served as the Company’s Global Officer, Marriott Culture and Business Councils from October 2013 to May 2019, Senior Vice President of Government Affairs for the Company from June 2007 through October 2013, and Vice President of Government Affairs from May 2006 to June 2007. Mrs. 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 & 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. Mrs. Harrison also served as a member of the board of directors of Marriott Vacations Worldwide Corporation from 2011 to 2013.
| | |
Skills and Qualifications:
As the daughter of the Executive Chairman and the granddaughter of Marriott International’s founders, Mrs. Harrison brings to our Board and our Inclusion and Social Impact Committee an extensive knowledge of the Company, its history, its culture and its mission. Mrs. 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: 62 Director since: 2013
| | | 
| | Former Chairman and Chief Executive Officer,
SunCoke Energy, Inc.
| | Mr. Henderson served as Chairman and CEO of SunCoke Energy, Inc., the largest U.S. independent producer of metallurgical coke for the steel industry, from December 2010 until his retirement in December 2017. From January 2013 through December 2017, he also was 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 SunCoke/Sunoco, Mr. Henderson served as President and CEO of General Motors (“GM”) from March 2009 until December 2009. He held numerous 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. He joined the board of directors of Adient plc in October 2016 and became Non-Executive Chairman in October 2018, has served as the Non-Executive Chairman of Arconic Corp. since April 2020, and has served on the board of directors of Horizon Global Corporation since April 2019. He is also a Trustee of the Alfred P. Sloan Foundation, a Principal in the Hawksbill Group, a specialized consulting firm, and a senior advisor to Live Oak Mobility Acquisition Corporation. He previously served on the board of directors of Compuware Corporation from 2011 to 2014.
| | |
Skills and Qualifications:
Mr. Henderson’s significant accounting skills, experience in leading the initial public offering of a public company’s subsidiary, and expertise in large organization management and emerging markets, make him a valuable member of the Board, our Audit Committee, which he chairs, and our Nominating and Corporate Governance Committee.
| | | | | | | | | 18 | | | | | | Marriott International, Inc. | | |
Corporate Governance
| | | | | | | | | | Eric Hippeau
| | Age: 69 Director since: 2016
| | | 
| | Managing Partner,
Lerer Hippeau
| | Mr. Hippeau has been Managing Partner with Lerer Hippeau, a venture capital fund, since June 2011 and a director and the CEO of Lerer Hippeau Acquisition since March 2021. From 2009 to 2011, he was the Chief Executive Officer of The Huffington Post, a news website. From 2000 to 2009, he was a Managing Partner of Softbank Capital, a technology venture capital firm. Mr. Hippeau served as Chairman and Chief Executive Officer of Ziff-Davis Inc., an integrated media and marketing company, from 1993 to March 2000 and held various other positions with Ziff-Davis from 1989 to 1993. Mr. Hippeau served on the board of directors of The Huffington Post from 2006 to 2011 and Yahoo! Inc. from 1996 to 2011. Mr. Hippeau previously served on the Starwood board of directors from 1999 to September 2016.
| | |
Skills and Qualifications:
As the Managing Partner of Lerer Hippeau, Mr. Hippeau brings to the Board, our Human Resources and Compensation Committee, and our Technology and Information Security Oversight Committee extensive investment and venture capital expertise and a strong background in technology and modern media. In addition, Mr. Hippeau has significant governance experience as a director and a deep understanding of the hospitality industry as the result of his tenure with Starwood.
| | | | | | | | | | Lawrence W. Kellner
| | Age: 62 Director since: 2002
| | | 
| | President, Emerald
Creek Group, LLC
| | Mr. Kellner has been President of Emerald Creek Group, LLC, a private equity firm, since January 2010. He has served on the board of directors for The Boeing Company since 2011 and assumed the role of Non-Executive Chairman in December 2019. Mr. Kellner previously served as Chairman and CEO 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. He also served on the board of directors of Sabre Corporation, a global technology company, from 2013 to 2020, and served as Non-Executive Chairman from December 2017 to January 2020, Executive Chairman from December 2016 to December 2017, and Non-Executive Chairman from August 2013 to December 2016. In addition, he served on the board of directors of Chubb Limited from January 2016 through December 2016 and on the board of directors of its predecessor, the Chubb Corporation, from 2011 to January 2016. He is active in numerous community and civic organizations.
| | |
Skills and Qualifications:
Mr. Kellner is our Lead Director and brings to the Board, our Executive Committee, and our Nominating and Corporate Governance Committee, which he chairs, experience as the former chief executive officer of one of the largest airline companies 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.
Corporate Governance
| | | | | | | | | | Debra L. Lee
| | Age: 66 Director since: 2004
| | | 
| | Former Chairman and
Chief Executive Officer,
BET Networks
| | Ms. Lee served as Chairman and CEO of BET Networks, a media and entertainment subsidiary of Viacom, Inc. that owns and operates BET Networks and several other ventures, from January 2006 until her retirement in May 2018. She joined BET in 1986 and served in a number of executive posts, including President and CEO from June 2005 to January 2006, President and Chief Operating Officer from 1995 to May 2005, Executive Vice President and General Counsel, and Vice President and General Counsel. During her tenure, Ms. Lee helmed BET’s reinvigorated approach to corporate philanthropy and authentic programming that led to hits such as The New Edition Story, Being Mary Jane, The BET Awards, Black Girls Rock!, BET Honors and many more. Prior to joining BET, Ms. Lee was an attorney with the Washington, D.C.-based law firm Steptoe & Johnson. She also serves on the board of directors of AT&T Inc., Burberry Group plc., and Procter & Gamble. She previously served as a director of WGL Holdings, Inc., Twitter, Inc., Eastman Kodak Company, and Revlon, Inc. In addition, she has served on the board of a number of professional and civic organizations including as Past Chair of the Advertising Council, as the President of the Alvin Ailey Dance Theater, as a Trustee Emeritus at Brown University, and as a member of the Board of Directors of former President Obama’s My Brother’s Keeper Alliance. Named one of The Hollywood Reporter’s 100 Most Powerful Women in Entertainment and Billboard’s Power 100, Ms. Lee’s achievements have earned her numerous accolades from across the cable industry. In 2020, Ms. Lee co-founded The Monarch’s Collective to make it easier to diversify board rooms and upper echelons of corporate leadership with exceptional talent.
| | |
Skills and Qualifications:
Ms. Lee provides our Board, our Executive Committee, our Inclusion and Social Impact Committee, which she chairs, and our Nominating and Corporate Governance Committee with proven leadership and business experience as the former chief executive officer 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.
| | | | | | | | | | Aylwin B. Lewis
| | Age: 66 Director since: 2016
| | | 
| | Former Chairman,
Chief Executive Officer
and President, Potbelly
Corporation
| | Mr. Lewis served as Chairman, CEO and President of Potbelly Corporation, a franchisor of quick service restaurants, from June 2008 until his retirement in November 2017. From September 2005 to February 2008, Mr. Lewis was President and CEO of Sears Holdings Corporation, a nationwide retailer. Prior to being named CEO of Sears, Mr. Lewis was President of Sears Holdings and CEO of KMart and Sears Retail following Sears’ acquisition of Kmart Holding Corporation in March 2005. Prior to that, Mr. Lewis had been President and CEO of KMart since October 2004. Mr. Lewis was Chief Multi-Branding and Operating Officer of YUM! Brands, Inc., a franchisor and licensor of quick service restaurants including KFC, Long John Silvers, Pizza Hut, Taco Bell and A&W, from 2003 until October 2004, Chief Operating Officer of YUM! Brands from 2000 until 2003 and Chief Operating Officer of Pizza Hut from 1996 to 1997. He has served on the board of directors of Voya Financial, Inc. since October 2020, The Chefs’ Warehouse, Inc. since January 2021, and Caliber Collison since January 2021. He previously served on the board of directors of Red Robin Gourmet Burgers, Inc. and The Walt Disney Company. Mr. Lewis previously served on the Starwood board of directors from 2013 to September 2016.
| | |
Skills and Qualifications:
As a result of his numerous senior management positions at Yum! Brands, Kmart, Sears and Potbelly Corporation, Mr. Lewis brings to the Board, our Human Resources and Compensation Committee, which he chairs, and our Audit Committee significant expertise in corporate branding, marketing, franchising and management of complex global businesses.
| | | | | | | | | 20 | | | | | | Marriott International, Inc. | | |
Corporate Governance
| | | | | | | | | | David S. Marriott
| | Age: 47 Director since: 2021
| | | 
| | President, U.S. Full
Service Managed by
Marriott
| | Mr. Marriott has served as the Company’s 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 2018, where1999. Most recently, as President, U.S. Full Service Managed by Marriott, he overseesoversaw hotel operations, human resources, sales and marketing, finance, market strategy, information resources and development and feasibility for overmore than 330 hotels andoperating under 14 brands in 34 states and French Polynesia. From 2010David leverages this experience − and his lifetime around the Company − to 2018, Mr.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 served as the(2018 – 2021)
⯀ Chief Operations Officer, – The Americas, Eastern Region in which role he was responsible for hotel(2010 – 2018)
⯀ Various operations in 23 states and oversaw the U.S. integration efforts of Marriott’s acquisition of Starwood Hotels. Prior positions at the Company includesales roles within Marriott with increasing responsibility, including Market Vice President, where he was responsible for hotel operations in New York, New Jersey, Philadelphia and Baltimore, andPresident; Senior Vice President, of Global Sales; Sales, where he was responsible for leading Marriott’s sales effort and further developing key customer relationships worldwide and helped lead a comprehensive transformation of Marriott’s U.S. Sales organization. Mr. Marriott’s early career included sales roles in Boston, MA and Arlington, VA, as well as serving as assistant sous chef at theVA; and Assistant Sous Chef, Salt Lake City Marriott Downtown. He currently serves as the chair of the GoverningDowntown
Other Activities and Memberships
⯀ JWM Family Enterprises, Inc., Board of St. AlbansDirectors
⯀ University of Utah, National Advisory Council
⯀ Howard University School in Washington, DC and is a member of the board of trustees ofBusiness, Marriott-Sorenson Center for Hospitality Leadership, Executive Board
⯀ The J. Willard & Alice S. Marriott Foundation. | | Foundation, Board of Trustees |
2024 Proxy Statement | | | Marriott International, Inc. | | | 25 |
Skills and Qualifications:TABLE OF CONTENTS
Mr. Marriott provides our Board and our Inclusion and Social Impact Committee valuable insight from his extensive knowledge of the Company and the hospitality industry, and his experience in a variety of operational, sales and leadership roles. In addition, as the son of the Executive Chairman and the grandson of Marriott International’s founders, Mr. Marriott provides the Board a deep understanding of the Company’s history, its culture and its mission.
Mr. Marriott was recommended to the Nominating and
Corporate Governance Committee as a potential director candidate by the Executive Chairman and Chairman of the Board.
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. | Margaret M. McCarthy
| | Age: 67 Director since: 2019
| | | 
| | Former Executive Vice
Career Highlights
⯀ Marriott International
⯀President CVS HealthCorporation
| | Ms. McCarthy served asand 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 |
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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 |
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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 |
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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 |
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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 |
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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 |
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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 |
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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 from November 2018 to June 2019. From November 2010 until its acquisition by CVS Health Corporation in November 2018, Ms. McCarthy was
⯀ Executive Vice President, Operations and Technology, at Aetna Inc. (Aetna) (2010 – 2018), a healthcare benefits company. Ms. McCarthy also served ascompany
⯀ Chief Information Officer and Vice President and Head of Business Solutions Delivery, at Aetna. Prior to joining Aetna in 2003, Ms. McCarthy was(2003 – 2008)
⯀ Senior Vice President, of Information Technology, at Cigna Corp. and served asCorporation
⯀ Chief Information Officer, at Catholic Health Initiatives and
⯀ Chief Information Officer, Franciscan Health System. She also worked in technology consulting atSystem
⯀ Consultant, Andersen Consulting (now Accenture) and was a consulting partner at
⯀ Consulting Partner, Ernst & Young. Ms. McCarthy also serves on the board of directors of Alignment Healthcare, Inc., American Electric Power Company, Inc., and First American Financial Corporation, as well as Brighthouse Financial, Inc., at which she has informed the Company she does not intend to stand for reelection in June 2021. She has also served on various advisory boards and councils, including the MIT Center for Information Systems Research and the Board of Trustees of Providence College. | | |
Skills and Qualifications:
As a result of her extensive experience managing large groups of employees, complex processes and enterprise-critical technology, Ms. McCarthy brings to the Board, our Audit Committee, and our Technology and Information Security Oversight Committee, which she chairs, valuable insights into areas of critical import to the operations of the Company, including experience in information security, data privacy, and technology.
| | | | | | | | | | | | | 2021 Proxy Statement | | | | | | | 21 | Young |
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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 | | | | | George Muñoz
| | Age: 70 Director since: 2002
| | | 
| | Principal, Muñoz
Investment Banking
Group, LLC
| | 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
Skills and Qualifications
Grant brings extensive senior leadership, business strategy, and consumer sales experience gained through his experience as President and CEO of Overseas Private Investment Corporation from 1997 to 2001. Mr. Muñoz was Chief Financial OfficerMars, 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 Assistant Secretaryother food products and a provider of animal care services, he has a deep understanding of the U.S. Treasury Departmentfinancial, 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 1993 until 1997. Mr. Muñoz is a certified public accountanthis past and an attorney. He serves oncurrent roles with various business organizations, including the board of directors of Altria Group, Inc.Sustainable Markets Initiative’s Agribusiness Task Force, Business for Inclusive Growth, One Planet for Bio Diversity, and Laureate Education, Inc., and previouslythe 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 Anixterthe 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. He also serves on | | | 2024 Proxy Statement |
TABLE OF CONTENTS 
Independent Director
Age: 56
Joined the board of trustees of the National Geographic Society. | | |
Skills and Qualifications:
Mr. Muñoz provides our Board, our Audit Committee and our Inclusion and Social Impact Committee with extensive knowledge in the fields of finance and accounting, his knowledge of international markets, legal experience, corporate governance experience and audit oversight experience gained from his membership on the boards and audit committees of other public companies.
| | | | | | | | | | Horacio D. Rozanski
| | Age: 53 Director since: Board: 2021
| | | 
| | President
Marriott International Board Committee Memberships
⯀ Human Resources and Chief
Executive Officer,Compensation
⯀Technology and Information
Security Oversight
Other Current Public Company
Boards
⯀Booz Allen Hamilton, Inc.
Other Public Company Boards
(Past Five Years)
⯀None
| | Mr.
| Horacio D. Rozanski has served
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 a director and the President and CEO of Booz Allen Hamilton, since January 2015. Before assuming his current role, Mr. Rozanskia 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 from 2014 to 2015,(2014)
⯀ Chief Operating Officer from 2010 to 2014,(2011 – 2014)
⯀ Chief Strategy and Talent Officer in 2010, and(2010)
⯀ Chief Personnel Officer from 2002 through 2010. Mr. Rozanski joined Booz Allen in 1992 and became an Executive(2003 – 2010)
⯀ Vice President in 2009. He serves as chairand various consulting roles (1992 – 2003)
Other Activities and Memberships
⯀ CARE USA, Board of the board of theDirectors
⯀ Children’s National Medical Center, as a memberBoard of the boardDirectors, Chair
⯀ The Economic Club of directorsWashington, D.C., Board of CARE USA, and as a member of the United StatesDirectors
⯀ U.S. Holocaust Memorial Museum’s Committee on Conscience. | | Conscience
⯀ Kennedy Center Corporate Fund, Board of Directors
⯀ Business Roundtable |
Skills and Qualifications:
Mr. Rozanski brings to the Board, our Human Resources and Compensation Committee, and our Technology and Information Security Oversight Committee extensive organizational management expertise as well as a strong background in technology, personnel and talent management, and strategic transformation and business strategy.
Mr. Rozanski was recommended to the Nominating and Corporate Governance Committee as a potential director candidate by Arne M. Sorenson, the Company’s former President and CEO.
2024 Proxy Statement | | | | | | | | | 22 | | | | | | Marriott International, Inc. | | | 35 |
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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 | | | | | | | | | |
| | Age: 66 Director since: 2015
| | | 
| | Professor Emerita,
University of Maryland
School of Public Policy
| | Ambassador Schwab is a
Professor Emerita, at the University of Maryland School of Public Policy where she teachesand 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 has beenongoing 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 since January 2009. She has also been a strategic advisor to Mayer Brown LLP (global law firm) since March 2010. She served as the U.S. Trade Representative from June 2006 to January 2009Emerita (2020 – present) 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 theProfessor (2009 – 2020), University of Maryland School of Public Policy from July 1995 to July 2003. Ambassador Schwab serves on the public company board
⯀ 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 directorsMaryland, and President and CEO, University System of CaterpillarMaryland 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 FedEx Corporation, as well as The Boeing Company, from which she will retire in April 2021. She also serves as a member on the Foreign Affairs PolicyCommercial Service (Assistant Secretary of Commerce) (1989 – 1993)
Other Activities and Memberships
⯀ National Foreign Trade Council, Chair, Board of the U.S. Department of State, asDirectors
⯀ Business Council for International Understanding, Board Member
⯀ The Conference Board, NYC, Vice Chair and Trustee of The Conference Board, and as a member of the Governing Board of the Lee Kuan Yew School of Public Policy in Singapore. | | |
Skills and Qualifications:
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, our Human Resources and Compensation Committee, and our Technology and Information Security Oversight Committee on a wide range of strategic, operational, corporate governance and compensation matters.
Directors Emeriti:
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.
36 | | | Marriott International, Inc. | | | | | | | | | | 20212024 Proxy Statement | | | | | | | 23 | |
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The Board met 12four times in fiscal year 2020.2023. The Company encourages all directors to attend the annual meeting of stockholders. All 1413 directors then servingnominated for election in 2023 attended the Company’s 20202023 annual meeting. During fiscal year 2020,2023, no current director or director nominee attended fewer than 75 percent75% of the total number of meetings of the Board and committees on which such director served and each of our then-serving nominees to the Board attended at least 90 percent of applicable meetings.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 (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 Secretary. Our Governance Principles establish the limit on the number of public company board memberships for the Company’s directors at two, including the Company’s Board, for directors who are chief executive officers of public companies, and four 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. 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” under the listing standards of The Nasdaq Stock Market LLC (“Nasdaq”), the boardBoard 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 if: (i) the director is, or has been within the preceding three years, employed by Marriott; (ii) the director or a family member is a current partner 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 preceding three years; (iii) a 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 a family member is part of an interlocking directorate in which the director or family member is employed as an executive officer of another company where at any time during the preceding three years a 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 a family member has accepted, during any 12-month period within the preceding three years, more than $120,000 in compensation from Marriott, other than compensation for boardBoard or boardBoard committee service, compensation paid to a family member who is an employee (other than an executive officer) of Marriott, benefits under a tax-qualified retirement plan, or non-discretionary compensation; (vi) the director or a 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 a family member is a partner in, or a controlling stockholder or 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 a family member solely as a non-employee director or trustee of another entity or charitable organization that does business with, or receives charitable contributions from, Marriott. The boardBoard annually reviews each director’s independence and makes an affirmative determination regarding the independence of each director. | | | | | | | | | 24 | | | | | | Marriott International, Inc. | | |
Corporate Governance
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 this section 5. The Board undertook its annual review of director independence in February 2021.2024. 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 Harrison’s role as Global Cultural Ambassador Emeritus, and the family relationships of Mr. J.W. Marriott, Jr., Mr. David Marriott, and Mrs. Harrison with other Company executives discussed elsewhere in this proxy statement. Based on the standards set forth in the Governance Principles, the Board affirmatively determined that Ms. Goren, Mr. Henderson, Mr. Hippeau, Mr. Kellner,Ms. Hobart, Ms. Lee, Mr. Lewis, Ms. McCarthy, Mr. Muñoz,Reid, Mr. Rozanski and 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 affirmativelyhad previously determined that each of Mary K. Bush, Bruce W. Duncan and Steven S ReinemundGeorge Muñoz, who served on the Board until May 2023, was independent of the Company and its management during the time each served as a director in 2020. Because Ms. Bushindependent. Mr. Anthony Capuano, Mrs. Deborah Harrison, and Mr. Reinemund had each attained the mandatory retirement age of 72, they were not nominated for re-election at the Company’s 2020 annual meeting. Mr. Duncan resigned from the Board in July 2020.J.W. Marriott, Jr., Anthony G. Capuano, Deborah M. Harrison, and David S. 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, 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 are independent under the applicable rules and 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 ( Marriott.com/www.Marriott.com/Investor) by clicking on “Governance” and then “Documents & Charters.” You also may request copies of the committee charters from the Company’sCompany's Secretary. Audit Committee
| | | Current Members: | | Frederick A. Henderson (Chair), Aylwin B. Lewis, Margaret M. McCarthy, and George Muñoz. |
The table below indicates the current members of the Audit Committee are not employeesapplicable Board committee, the primary responsibilities of the Company. The Board has determined that the members of the Audit Committee are independent as defined under our Governance Principles, the Nasdaq Listing Standards and applicable SEC rules. The Audit Committee met four times in fiscal year 2020.
There is unrestricted access between the Audit Committeesuch committee, and the independent auditor and internal auditors.
The Board has determined that all membersnumber of the Audit Committee are financially literate and that Mr. Henderson, Mr. Lewis, and Mr. Muñoz are audit committee financial experts as definedmeetings held in SEC rules.
2023.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.
Current Members | | 2021 Proxy Statement | 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
| 25 | | Grant F.
Reid | |
Corporate Governance
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 procedures, and reviewing and considering for approval proposed related party transactions as provided for in those policies.
Reviewing the Company’s policies governing the use of swaps and other derivative instruments, and reviewing and approving matters related to financial derivatives, as necessary.
Human Resources and Compensation Committee (f/k/a Compensation Policy Committee)
Current2024 Proxy Statement | Members: Aylwin B. Lewis (Chair), Eric Hippeau, Horacio D. Rozanski, and Susan C. Schwab.
|
The members of the Human Resources and Compensation Committee are not employees of the Company. The Board has determined that the members of the Human Resources and Compensation 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 Human Resources and Compensation Committee met five times in fiscal year 2020.
Responsibilities include:
Overseeing the evaluation of the Company’s senior executives and reviewing and approving, subject to Board approval in some cases, development and compensation programs for the Company’s senior executives.
Reviewing the Company’s philosophy for senior executive compensation and assessing the continued appropriateness of the short- and long-term objectives for all components of the Company’s senior executive compensation program, including the plans designed to accomplish these objectives.
Approving and recommending to the Board:
Compensation actions for the Executive Chairman, the CEO, and the President;
Incentive compensation plans and equity-based plans; and
Corporate officer nominations.
Annually reviewing the compensation and benefits for non-employee directors and, as appropriate, recommending changes to the Board.
Overseeing the assessment of the risks relating to the Company’s compensation policies and programs and reviewing the results of the assessment.
Overseeing other aspects of the Company’s human resources strategies and policies, including with respect to matters such as culture and employee engagement, talent development and retention, organizational effectiveness and efforts to promote the personal health and safety of employees and other stakeholders.
Reviewing the annual Executive Talent assessment conducted by the CEO and the Global Chief Human Resources Officer.
Adopting and reviewing compliance with the Company’s stock ownership guidelines for senior executive officers and non-employee directors.
Reviewing the Company’s plans for executive succession and making recommendations to the Board regarding succession planning. Based on traits, attributes and other criteria identified by the Board, establishing the process for development of internal candidates for the CEO and other senior management positions and assessing internal candidates for the position of CEO.
Overseeing the Company’s engagement efforts with stockholders on the subject of executive compensation.
Overseeing administration of the Company’s clawback policy.
Nominating and Corporate Governance Committee
Current | Members: Lawrence W. Kellner (Chair), Frederick A. Henderson, and Debra L. Lee.
|
The members of the Nominating and Corporate Governance Committee are not employees of the Company. The Board has determined that the members of the Nominating and Corporate Governance Committee are independent as defined under our Governance Principles and the Nasdaq Listing Standards.
| | | | | | | | | | 26 | | | | | | Marriott International, Inc. | | | 39 |
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The Nominating and Corporate Governance Committee met four times in fiscal year 2020.
Responsibilities include:
Making recommendations to the Board regarding corporate governance matters, including developing and recommending to the Board for its approval the Governance Principles.
Reviewing, and recommending to the Board, the skills, experience, characteristics and other criteria for identifying and evaluating directors.
Annually evaluating Board composition to assess whether the skills, experience, characteristics and other criteria established by the Board are currently represented on the Board as a whole, and in individual directors, and to assess the criteria that may be needed in the future in light of the Company’s anticipated needs.
Identifying and recruiting director candidates and reviewing the qualifications of candidates for Board membership.
Evaluating candidates and making recommendations to the Board regarding CEO succession planning.
Assessing the qualifications, contributions and independence of incumbent directors and making recommendations to the Board with respect to such assessments.
Overseeing the Board orientation and evaluation processes.
Advising the Board on a range of matters affecting the Board and its committees, including making recommendations with respect to committee structure, selection of committee chairs, committee assignments, and related matters affecting the functioning of the Board.
Reviewing the Company’s policies governing political contributions, lobbying, and personal political activities.
Inclusion and Social Impact Committee (f/k/a Committee for Excellence)
Current Members: | | | Key Responsibilities
• Review the philosophy and design of our executive compensation program.
• Review and recommend to the Board members are Debra L. Lee (Chair), Anthony G. Capuano, Deborah M. Harrison, David S. Marriott, and George Muñoz. Company officer/associate members are Erika Alexander, Chief Global Officer, Global Operations; Raymond Bennett, President, North America Franchising and MxM MSB Hotels; William P. Brown, Group President, U.S. and Canada; Tina Edmundson, Global Officer, Brand and Marketing; Stephanie C. Linnartz, President; Marisa Milton, Senior Vice President, Global Talent Acquisition and Inclusive Opportunity; Kathleen K. Oberg, Executive Vicethe compensation of the President and Chief Financial Officer; Maruiel Perkins-Chavis, Vice President, Workforce EngagementCEO.
• Review and Global Diversityrecommend to the Board our incentive compensation plans and Inclusion; Tricia A. Primrose, Executive Viceequity-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 Global Chief Communications and Public Affairs Officer; Rena Hozore Reiss, Executive Vice President and General Counsel; David A. Rodriguez, Executive Vice President and GlobalCEO, Chief Human Resources Officer; Noah Silverman, Global Development Officer, U.S. and Canada;other members of management concerning executive compensation policies and Craig S. Smith, Group President, International. |
The Inclusion and Social Impact Committee consists of at least three members of the Board, at least two of whom are not officers or associates of the Company. The Inclusion and Social Impact Committee may also consist of officers and associates of the Company who are not directors. At least one member of the Inclusion and Social Impact Committee must be independent as defined under our Governance Principles and the Nasdaq listing standards.
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. The Inclusion and Social Impact Committee met twice in fiscal year 2020.
Responsibilities include:
Overseeing, encouraging, and evaluating efforts undertaken by the Company to promote associate wellbeing and inclusion, inclusive of the advancement of women and people from historically underrepresented groups throughout the world.
Overseeing, encouraging and evaluating efforts undertaken by the Company to promote and leverage a diverse ownership, customer, and vendor base.
Overseeing, encouraging, and evaluating efforts undertaken by the Company to reduce Marriott’s environmental impact and promote positive social impact in the communities Marriott serves throughout the world.
Overseeing, encouraging, and evaluating efforts undertaken by the Company to address environmental, social, and governance (ESG) issues.
| | | | | | | | | | | Aylwin B.
Lewis
Chair | | Eric
Hippeau | 2021 Proxy Statement | | Lauren R.
Hobart | | Horacio D.
Rozanski | | | Susan C.
Schwab | 27 |
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
Overseeing, encouraging, and evaluating efforts undertaken by the Company to communicate and enhance stakeholder and public understanding of the Company’s commitment, efforts, and successes related to the objectives outlined above.
Technology and Information Security Oversight Committee
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),
Chair | | Eric
Hippeau | | | Lauren R.
Hobart | | Horacio D.
Rozanski and | | | Susan C. Schwab.
Schwab | |
The members of the Technology and Information Security Oversight Committee are not employees of the Company. The Board has determinedalso maintains an Executive Committee that the members of the Technologyis chaired by Mr. Marriott and Information Security Oversight Committee are independenton which Mr. Capuano, Mr. Henderson and Ms. Lee serve as defined under our Governance Principles and the Nasdaq Listing Standards.
The Technology and Information Security Oversight Committee was formed in March 2021.
Responsibilities include:
Assisting the Board to provide oversight of, and counsel on, matters of technology and information security (cybersecurity) and privacy, including reviewing major technology-related projects and technology architecture decisions; assessing whether the Company’s technology programs effectively support the Company’s business objectives and strategies; assisting the Board with oversight of information security, privacy and technology-related risks, and management efforts to monitor and mitigate those risks; and conferring with the Board and the Company’s leaders and senior technology, information security, and privacy teams on such matters.
Executive Committee
Current | Members: J.W. Marriott, Jr. (Chair), Anthony G. Capuano, Lawrence W. Kellner, and Debra L. Lee.
|
members. The Executive Committee did not meet in fiscal year 2020. 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 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 year 2020, the Human Resources and Compensation Committee consisted of current members, Aylwin B. Lewis (Chair), Eric Hippeau, and Susan C. Schwab, as well as former directors Mary K. Bush, Bruce W. Duncan, and Steven S Reinemund. None of the current or former members of the Human Resources and Compensation 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 2020,2023, the independent directors and non-employee directors met four times without management present and the independent directors met five 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 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 discusses the most significant risks facing the Company.As part of its risk oversight, the Board reviews the Company’s information security risk profile, including cybersecurity and data privacy, and is informed on the specifics of the information security program on a regular basis, including through relevant committee reports. These updates provide the Board with an overview of the Company’s overall information security strategy along with key cybersecurity and privacy initiatives and incidents, cybersecurity risks and threats, and changes taken by management to mitigate the Company’s risk profile.
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Corporate Governance
The Board has delegated certain risk oversight functions to the Audit Committee and, with respect to information security risk, to the Technology and Information Security Oversight Committee. In accordance with its charter, the Audit Committee periodically 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 the Chief Audit Executive. The Audit Committee incorporates its risk oversight function into its regular reports to the Board. In accordance with the Technology and Information Oversight Committee charter, that committee oversees and reviews with management the Company’s information securitymost significant enterprise risks that have been identified by both the Board and privacy risk exposuresmanagement, including strategic, operational, financial, external/regulatory, industry, and the steps taken to monitorreputation risks, as well as management’s process and mitigate those exposures.
In addition, the Human Resourcesresources needed for addressing and Compensation Committee reviewed a risk assessment to determine 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. As explained in the CD&A below, the Human Resources and Compensation Committee believes that our compensation programs encourage associates, 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 email 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,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 ( Marriott.com/www.Marriott.com/investor) by clicking on “Governance” and then “Documents & Charters.” We intend 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, within four business days following the date of the amendment or waiver. 44 | | | Marriott International, Inc. | | | | | | | | | | 20212024 Proxy Statement | | | | | | | 29 | |
TABLE OF CONTENTS
Audit Committee Report and Independent Auditor Fees 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. Management has the primary responsibility for the financial statements, the reporting process, and maintaining an effective system of internal controlscontrol 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 internal controlscontrol 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 applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”). The Audit Committee has received the written disclosures along with the annual communication of independence, including direct discussion with the independent auditor regarding the independent auditor’s independence, in accordance with the applicable requirements of the PCAOB. Relying on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the Board has approved, thatthe inclusion of the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020,2023, for filing with the SEC. Members of the Audit Committee:
Isabella D. Goren (Chair)
Frederick A. Henderson (Chair)
Margaret M. McCarthy George Muñoz
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 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 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 | | | | | | | | | 30 | | | | | | 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 20202023 and 20192022 and fees billed for audit-related services, tax services and all other services rendered by our independent registered public accounting firm for 20202023 and 2019.2022. The Audit Committee approved all of the fees presented in the table below. | | | | | | | | | | | | Independent Registered Public
Accounting Firm Fees Paid
Related to 2020 | | | Independent Registered Public
Accounting Firm Fees Paid
Related to 2019 | | | | | Ernst & Young LLP | | | Ernst & Young LLP | | Audit Fees: | | | | | | | | | Consolidated Audit(1) | | $ | 9,740,000 | | | $ | 9,035,000 | | International Statutory Audits(2) | | | 2,174,000 | | | | 2,583,000 | | | | | | 11,914,000 | | | | 11,618,000 | | Audit-Related Fees(3) | | | 830,000 | | | | 777,000 | | Tax Fees(4) | | | 601,000 | | | | 847,000 | | All Other Fees(5) | | | — | | | | 100,000 | | Total Fees | | $ | 13,345,000 | | | $ | 13,342,000 | |
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. |
(5) | Principally fees for assessment of internal audit activities.
|
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TABLE OF CONTENTS
Executive and Director Compensation EXECUTIVE AND DIRECTOR COMPENSATION
Report of the Human Resources and Compensation Committee Marriott is consistently recognized as a global hospitality leader. The Company believes that building a culture of strong and consistent leadership is the keyessential to long-term success in the hospitality industry,industry. In fact, Marriott’s long history of service, innovation, and such leadership has been crucial in guidinggrowth is built on our core value of putting people first and our talent strategy is foundational to the Company’s response to the COVID-19 pandemic and its impact on our industry.success. Each of the NEOs is a long-standing member of our senior management team, averaging over 25 years of hospitality experience with the Company. WithCompany, and, in 2023, made significant contributions to achieving the unexpected passing of Mr. Sorenson, theCompany’s financial and business priorities, while driving strategic Company had a deep and skilled bench of executives to whom it could quickly transition Company leadership.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 for the NEOs. opportunity.Compensation should 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-basedperformance- 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”), 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 development, director and executive compensation and benefits, management succession planning, and talent development and retention. As part of its responsibilities, the Committee oversees the Company’s executive compensation programs, which 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 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 Report on Form 10-K and included in this proxy statement. Members of the Human Resources and Compensation Committee*:Committee:
Lauren R. Hobart
Horacio D. Rozanski
*2024 Proxy Statement | Mr. Rozanski was elected to the Board and appointed to the Committee in March 2021. As he did not have any role in the review, discussions and recommendation of the CD&A, he is not a signatory to this report.
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TABLE OF CONTENTS
Executive and Director Compensation
Compensation Discussion and Analysis This section discusses the Company’s executive compensation program for the following NEOs for 2020:2023:Anthony G. Capuano | | | | | Arne M. Sorenson
| | | | Served as
President and Chief Executive Officer until his passing on February 15, 2021 | Anthony G. Capuano
| | | | Served as Group President, Global Development, Design and Operations Services through the end of 2020 and until Mr. Sorenson’s passing, after which time he was appointed CEO
| Stephanie C. Linnartz
| | | | Served as Group President, Consumer Operations, Technology and Emerging Businesses through the end of 2020 and until Mr. Sorenson’s passing, after which time she was appointed President
| | | | Chief Financial Officer and Executive Vice President, Development | William P. Brown | | | Group President, United States and Canada | Benjamin T. Breland | | | Executive Vice President and Chief FinancialHuman Resources Officer | David J. Grissen
Rena H. Reiss | | | | Served as Group
Executive Vice President The Americas through the end of 2020 and retired from Marriott in April 2021General Counsel |
Overview
Our executive compensation program continues to be designed to drive performance through a combination of near-term
2023 Compensation Highlights Compensation for 2023 reflects outstanding financial and operational objectives and long-term focus on our stock price performance. We believe that the consistency in how we manage our executive compensation program and our goals under that program have proven to be an important factor 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 our NEOs’ total pay opportunity, which supports our pay-for-performance objectives.Compensation for 2020 reflects the impact of the COVID-19 pandemic on our business. We did not adjust any of our annual or long-termoperating performance goals to reflect the impact of the COVID-19 pandemic on our business and the Committee determined that our NEOs received zero annual bonus for the year. Moreover, beginningKey compensation decisions for 2023 are highlighted below and discussed in April 2020, our NEOs’ base salaries were significantly reduced formore detail in the remainder of the year. For fiscal year 2021, the Committee continued to evaluate our compensation programs, making adjustments described under the “2021 Incentive Plan Decisions” section below.
2020 Executive Compensation at a Glance
sections that follow. | • | | 2023 Base SalarySalaries: Following approval of modest salary increases in early 2020, in March 2020, the Committee discussed with management the appropriateness of adjusting senior executive compensation as part of the Company’s numerous initiatives to mitigate the negative financial and operational impacts of the COVID-19 pandemic. Mr. Sorenson recommended that he receive no base salary (except as necessary for benefit deductions) for the remainder of 2020 and the other NEOs requested, and Mr. Sorenson recommended, that they receive 50% of their base salary for the remainder of 2020, in each case beginning in April 2020. The Committee and Board accepted and approved these recommendations.
|
• | | Annual Incentive: In light of the COVID-19 pandemic and its impact on our business, management recommended, and the Committee approved, no annual incentive payouts for 2020.
|
• | | Equity Compensation: In February 2020, the Committee approved awards with values at the same level as the 2019 annual stock awards for each of the NEOs, other than Mr. Grissen,increased NEO base salaries by 4.0% to 7.7% based on the Committee’s review of external market data, individual performance, and internal pay equity, considerations. As in prior years, PSUs continued to comprise the largest component of the NEOs’ equity awards, representing 50% of equity for the CEOtenure and 40% of equity for the other NEOs.
individual performance. |
| • | 2023 Annual Cash Incentive Program: Performance factors included a focus on 2023 Adjusted EBITDA as the most critical financial metric for the Company (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 the foundation of our 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 growth metrics component, which is evaluated on a quantitative and qualitative basis, paid out at 200% of target. As a result, the annual cash incentive program resulted in a maximum payout for each NEO for 2023. See “Annual Incentives” for additional details. |
| • | 2018-2020 PSUs:
Annual PSUs: For PSUs granted in 20182023, 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 a result of the Company’s total shareholder return results which were earned forat the three-year99th percentile relative to the performance period endingpeer group. This resulted in 2020an overall payout of 180% of target. |
| • | 2021-2023 Stockholder Value PSUs: Stockholder Value PSUs granted in 2021 were earned at an overall payout of 123%150% of target based on performance over the three-year performance period against pre-established equally weighted goals, consisting of Global Gross Room Openings (69% of target achieved), Global RevPAR Index (150% of target (maximum) achieved) and Global Net Administrative Expenses (150% of target (maximum) achieved). The Committee did not make any adjustmentsCompany’s TSR results which were at the 99th percentile relative to the goals or the performance results to address the impacts of COVID-19.peer group. |
Executive and Director Compensation
20202023 Compensation in Detail
In February 2020,2023, the Human Resources DepartmentCommittee was presented to the Committeewith market data on base salary levels at the 50th50th percentile for each position and recommended base salary increases ofranging from 4.0% to 7.7% for Mr. Sorenson,each of the first increase to his base salary since 2017, and approximately 3% for the other NEOs. These increases were consistent with salary increases for other management. The Company’s independent compensation consultant, Pearl Meyer (the “Compensation Consultant”), reviewed and supported the recommendations. After careful discussion and consideration of the external market data, internal pay equity, tenure and individual performance, the recommended increasessalaries for the NEOs were approved by the Committee and, with respect to Mr. Sorenson,Capuano, by the independent members of the Board. | | | | | | | | | | | | | | | | 2020 Base Salary ($) | | | 2019 Base Salary ($) | | | 2019 to 2020
Increase (%) | | | | | | Arne M. Sorenson | | | 1,400,000 | | | | 1,300,000 | | | | 7.7 | | Anthony G. Capuano | | | 875,000 | | | | 850,000 | | | | 2.9 | | Stephanie C. Linnartz | | | 875,000 | | | | 850,000 | | | | 2.9 | | David J. Grissen | | | 875,000 | | | | 850,000 | | | | 2.9 | | Kathleen K. Oberg | | | 825,000 | | | | 800,000 | | | | 3.1 | |
However, as discussed above, in March 2020, the Committee and management discussed the appropriateness of adjusting senior executive compensation as part of the Company’s numerous initiatives to mitigate the negative financialnon-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 Executive and operational impacts of the COVID-19 pandemic. Following these discussions, Mr. Sorenson recommended that he receive no base salary (except as necessary for benefit deductions) for the remainder of 2020 and the other NEOs requested, and Mr. Sorenson recommended, that they receive 50% of their base salary for the remainder of 2020, in each case beginning in April 2020. The Committee and Board accepted and approved these recommendations.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. As reflected in the following table, target awards under the annual cash incentive program were 200% of salary for Mr. SorensonCapuano, and 75%100% for the other NEOs, unchanged from the percentages set for 2019.each of Ms. Oberg, Mr. Brown, Mr. Breland and Ms. Reiss. In setting the target awards, the Committee 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
| | | | Arne M. Sorenson
| | | 200
| | | | | 75
| 200 | Stephanie C. Linnartz
| | | 75
| | | | | 75
| 100 | David J. Grissen
William P. Brown | | | 75
100 | Benjamin T. Breland | | | 100 | Rena H. Reiss | | | 100 |
The annual cash incentive program 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. Awards under the 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 Adjusted EBITDA(1)(2) | Less than $3.65 billion | | | 0% | $3.65 billion | | | 25% | $4.16 billion | | | 100% | $4.58 billion or greater | | | 200% |
(1)
| If the achievement falls between stated Adjusted EBITDA performance levels, the payout percentage is interpolated between the corresponding incentive levels. |
(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 weightingabove performance targets were determined in early 2023 during a time of uncertainty for the industry and global economy. Nevertheless, the Adjusted EBITDA performance factors varies amongtargets 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 NEOs by position duegoals in this component emphasize near-term and long-term actions critical to differencesour continued success. Like Adjusted EBITDA, the below growth metrics were determined in responsibility. 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 success. Best Brands & Channels | | | Be in More Places | Improve guest satisfaction survey results | | | Achieve room growth targets |
In determining the growth metrics component payout level following year-end, the Committee considered the financial performance of the Company and took a holistic view of the Company’s achievement of the business objectives described above, as well as other accomplishments in the key areas as described in the table below, with no specific weightings applied to any objective or accomplishments. • Reshaped the senior executive team to remain nimble and effective in driving strategies to benefit our guests, associates, and owners and franchisees around the world
• Responded to unprecedented crises, geopolitical tensions, and humanitarian challenges including continued conflict in Ukraine and the Middle East, earthquakes in Turkey and Syria, and fires in Maui
• Exceeded goals as well as the “Best Employer” benchmark for the Company-wide associate leadership index survey
• Made progress toward diversity, equity, and inclusion goals and enhanced our efforts to include a range of initiatives and programs to support our goal to make all stakeholders (including associates, guests, owners and franchisees, and suppliers) feel welcome and valued
• Exceeded goals for guest satisfaction survey results significantly improving over the prior year
• Exceeded monthly active user goals for the 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 MGM Collection with Marriott Bonvoy, comprised of 16 of MGM's hotel and resort destinations, representing nearly 40,000 rooms in Las Vegas and other markets across the U.S., which launched in early 2024
• Entered the high-growth affordable midscale segment with the acquisition of the City Express brand portfolio in the Company's Caribbean and Latin America (CALA) region, representing 17,300 rooms
• Continued expansion in the affordable midscale segment with the announcement of StudioRes and Four Points Express by Sheraton
• Achieved certain impactful cybersecurity and technology-related goals |
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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 Greater China™, Great Place to Work®
• PEOPLE Companies that Care®, Great Place to Work®, PEOPLE
• DiversityInc Hall of Fame Companies, DiversityInc
• World’s Best Companies 2023, TIME
• Best Hotel Chain (Global), Skift Meetings
• Best Companies for Diversity, Equity, and Inclusion, Black Enterprise
• 50 Best Companies for Latinas to Work for in the 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 table below displaysoutlines the respective weightings of the relevant performance measuresachieved and the aggregate actual payout approved by the Committee as a percentpercentage of target for 2020 under the annual cash incentive program. | | | | | | | | | 34 | | | | | | Marriott International, Inc. | | |
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% |
Executive and Director Compensation
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | Adjusted EPS | | | Adjusted Operating Profit - Americas | | | Room
Growth(1) | | | Global Sales(1) | | | Associate Engagement(1) | | | RevPAR Index(1) | | | Guest
Satisfaction(1) | | | Individual Achievement(2) | | | Total | | | Actual Payout as a Percent of Target(3) | | | | | | | | | | | | | Arne M. Sorenson | | | 55 | | | | n/a | | | | 10 | | | | n/a | | | | 5 | | | | 10 | | | | 15 | | | | 5 | | | | 100 | | | | 0% | | Anthony G. Capuano | | | 10 | | | | n/a | | | | 60 | | | | n/a | | | | 5 | | | | 5 | | | | 15 | | | | 5 | | | | 100 | | | | 0% | | Stephanie C. Linnartz | | | 50 | | | | n/a | | | | n/a | | | | 10 | | | | 5 | | | | 15 | | | | 15 | | | | 5 | | | | 100 | | | | 0% | | Kathleen K. Oberg | | | 55 | | | | n/a | | | | 10 | | | | n/a | | | | 5 | | | | 10 | | | | 15 | | | | 5 | | | | 100 | | | | 0% | | David J. Grissen | | | 25 | | | | 25 | | | | 15 | | | | n/a | | | | 5 | | | | 10 | | | | 15 | | | | 5 | | | | 100 | | | | 0% | |
(1) | Each of these factors is measured against Company-wide results except that Mr. Grissen’s components are measured against the Americas division, his primary area of responsibility. For 2020, the Committee allocated 15% of Mr. Capuano’s target annual incentive to the Guest Satisfaction component (with a corresponding reduction in the percentage tied to the Room Growth component) to reflect his significant responsibilities for Global Design and Global Operations Services for the Company.
|
(2) | Individual achievement includes achievement of Company or business unit Diversity & Inclusion goals.
|
(3) | We report the potential payouts under the annual cash incentive program for 2020 in dollars in the Grants of Plan-Based Awards for Fiscal Year 2020 table. Due to the adverse impact from COVID-19, no amounts were paid out under the annual cash incentive program for 2020, as reflected in the Summary Compensation Table following this CD&A.
|
The performance factors for each NEO under the annual cash incentive program for 2020 are described following the Grants of Plan-Based Awards for Fiscal Year 2020 table on page 46.
The graph below sets forth the Company’s performance, compared to target, for the Company-wide performance goals applicable to our NEOs under the annual cash incentive program for 2020 compared to 2019. As indicated by the graph, RevPAR Index, which is a relative performance measure that was affected by the Company’s ability to continue operation of some properties while other companies closed or reduced their operations, performed above-target, while Room Growth exceeded the threshold goal notwithstanding the impacts of the pandemic. However, the Company determined to conserve resources by not conducting Associate Engagement and Guest Satisfaction surveys for 2020, and adjusted EPS was below threshold. The Committee also applied a rigorous and largely subjective assessment of each NEO’s qualitative performance relative to the individual performance objectives. For 2020, each NEO showed exceptional performance in the face of unprecedented challenges resulting from the COVID-19 pandemic. We were also honored in 2020 to be recognized by DiversityInc as the #1 Company for Diversity and by Fortune as one of the “Best Companies to Work For” for the 23rd consecutive year. Notwithstanding these significant accomplishments, due to the impact of the COVID-19 pandemic on our business, management recommended, and the Committee approved, that there be no payout to NEOs under the annual incentive plan.
* | For Mr. Grissen, in addition to Adjusted EPS, his financial performance objectives included operating profit from the Americas division. The 2020 Americas Adjusted Operating Profit achievement versus target was 24.8% and 2019 Americas Adjusted Operating Profit achievement versus target was 101.8%.
|
Executive and Director Compensation
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 link NEO pay to long-term Company performance and to align the interests of NEOs with those of our stockholders. In early February 2020,setting target award values, the Committee approved 2020 annual equity awards based onconsidered its review of external market data, individual performance, and internal pay equity considerations.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 aggregate target values of the awards granted to the NEOs in 2023 are set forth in the following table (amounts reflectedshown 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 | | | | | | | | | | | | | | | | 2020 Target Value of
Annual
Stock Awards ($) | | | 2019 Target Value of
Annual
Stock Awards ($) | | | 2019 to 2020 Change (%) | | | | | | Arne M. Sorenson | | | 9,000,000 | | | | 9,000,000 | | | | 0 | | Anthony G. Capuano | | | 3,898,416 | | | | 3,887,590 | | | | 0.3 | | Stephanie C. Linnartz | | | 3,200,000 | | | | 3,200,000 | | | | 0 | | Kathleen K. Oberg | | | 3,100,000 | | | | 3,100,000 | | | | 0 | | David J. Grissen | | | 4,700,000 | | | | 3,200,000 | | | | 47 | |
The
Executive and Director Compensation
Consistent with 2022, the NEOs’ annual stock awards for 20202023 were granted in a mix (based onof SARs, RSUs and PSUs for the target values) of 50% PSUs, 25% SARsPresident and 25% RSUs for Mr. SorensonCEO and 40% PSUs, 30% SARs and 30% RSUs forthe other NEOs vesting ratably over three years for SARs and RSUs and vesting after three years for PSUs (as described below). As in prior years, the Committee awarded part of Mr. Capuano’s annual stock awards in the form of a separate grant of RSUs which vest on February 15thas illustrated below: 
The key features of the third year after being granted, subject to Mr. Capuano’s continuous employment. The target value of this RSU award is approximately the same2023 awards were as the annual cash incentive that Mr. Capuano earned for fiscal year 2019. The Committee established this component of Mr. Capuano’s annual stock awards based on his 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. In addition, after its review of external market data and a review of internal compensation levels, as well as Mr. Grissen’s individual performance over his 36-year career with the Company, the Committee approved an award value for Mr. Grissen that was higher than in recent years but that, relative to other compensation levels within the management team, reflected the extent of his contribution to the Company’s success.PSUs
PSUs are restricted stock units that may be earned after three years based on achievement of pre-established performance targets for gross room openings, active Marriott Bonvoy Member Growth and adjusted operating income growth. These three operating and financial metrics, which are the same measures used for the 2019 – 2021 performance period, were selected by the Committee for the 2020–2022 PSU grants because they address three key constituencies – our owners, our guests, and our stockholders, and focus upon key drivers of long-term growth of the business. In addition, the Committee believes that these performance measures appropriately complement the performance factors used in our annual cash incentive program. The performance measures for the 2020-2022 PSU performance period are described below.
follows: • | | Global Gross Room Openings: Gross room openings measures success of development activities Vest in 1/3 annual increments over three years from the grant date generally subject to continued service with the Company; promotes retention and brand strength, reflecting our executives’ achievements in attracting financingstock price performance as award value appreciates with the Company’s stock price and owner/franchisee interest in our brands over those of our competitors. Gross room openings include the totalawards are worthless if the stock price remains
unchanged or decreases.
• Upon exercise, entitles holder to a number of system-wide, managed, franchised and owned/leased rooms addedClass A shares equal to our system, excluding rooms added through merger and acquisition activity. |
• | | Active Marriott Bonvoy Member Growth: Marriott Bonvoy Member Growth measures success in attracting and retaining high-value guests through our loyalty program. Active Marriott Bonvoy Member Growth is calculated as the total number of room nights from Marriott Bonvoy Loyalty members as a percentage of system-wide total room nights sold across Marriott’s portfolio of brands.
|
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Executive and Director Compensation
• | | Adjusted Operating Income Growth: Adjusted operating income growth measures success in balancing both revenue and expense considerations to deliver increased financial profits from business operations to our stockholders.
|
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; NEOs receive dividends and other rights of stockholders only after the awards 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 so that target performance would be difficult, but attainable. It is also reasonably possible that the number of shares that are earned could fall to zero or rise to maximum achievement levels based on the level of performance.
Settlement of 2018-2020 PSU Grants
InFebruary 2021, the PSUs granted for the 2018-2020 performance period were settled at an overall payout of 123% of target, based on performance over the three-year performance period against three equally weighted pre-established goals for Global Gross Room Openings (69% of target payout), Global RevPAR Index (150% of target payout) and Global Net Administrative Expenses (150% of target payout). Although 2020 performance was impacted by the global pandemic, our strong results in the first two years contributed to the final performance results. The Committee did not make any adjustments to the goals or the performance results to address the impacts of COVID-19. The target and percent payout for each component are shown in the graph below.
(1) | RevPAR Index measures the strength/performance of our brands by comparing 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. Global RevPAR Index is a weighted averagequotient of the RevPAR Indexmarket price per share at the time of all our hotels, except for hotels that recently opened, recently underwent a significant renovation, or had incomplete competitive reporting.
exercise (the “Final Price”) less the grant price, divided by the Final Price; promotes alignment of NEO and stockholder interests. |
Global Net Administrative Expense
• Vest in 1/3 annual increments over three years from the grant date, generally subject to continued service with the Company; promotes retention and alignment 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 operating efficiency through our ability to control certain expenses, including directPerformance Peer Group (see “Market Data” below); further aligns NEO and indirect expenses, unrecovered expenses, development expenses, and architecture and construction expenses, but excluding costs for mergers and acquisitions.stockholder interests. |
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 2020.2023. 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 SAR Exercise Price The Company typically grantsCompany’s practice is to grant annual stock awards each year on the second trading day following the Company’s annual earnings conference call for the prior fiscal 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, even though the dollar value of the equity awards to executives is established in early February. Similarly, supplementalSupplemental stock awards may be granted throughout the year, but not during Company-imposed trading black-out periods and not close in Company stock.time prior to or after the release of material non-public information.
Executive and Director Compensation
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. 2021 Incentive Plan Decisions
In February 2021, the Committee met, consistent with its past practice, to set our executives’ compensation for 2021. These decisions were affected by two significant factors. First, the impacts of the COVID-19 pandemic on the hospitality industry and on Marriott’s business have been more severe than that of any other economic downturn or natural disaster in the 93-year history of the Company. In light of the uncertainty surrounding how and when travel may return to pre-pandemic levels, in February 2021, the Committee determined to temporarily redesign the performance factors underlying both our 2021 annual cash incentive program and 2021-2023 Performance Share Units (“PSUs”). The 2021 incentive plan designs are intended to align executives with more visible goals that address critical aspects of the groundwork for short- and medium-term progress toward recovery. Second, on February 15, 2021, shortly after the Committee met, Mr. Sorenson unexpectedly passed away, requiring the Committee to reevaluate the compensation decisions it had just made.
The Company’s compensation philosophy and principles remain unchanged, with an ongoing emphasis on performance-based compensation and long-term value for stockholders. The mix of compensation elements (cash and non-cash, annual and multi-year, and performance-based and service-based) remains similar to prior years and the long-term incentive weighting of PSUs, RSUs and SARs was unchanged.
2021 Annual Incentives
The 2021 Annual Incentive performance goals are weighted 60% on 2021 Adjusted EBITDA results and 40% on qualitative evaluation of goals aligned with Marriott’s “Here to Stay” strategic theme across three critical Company stakeholders: Associates, Customers and Owners/Franchisees. While not measured on a formula, several 2020 quantitative goals are included as part of the 2021 “Here to Stay” component, including associate engagement, guest satisfaction/intent to recommend, and rooms growth. All of the goals in the “Here to Stay” component support near-term actions aligned with Marriott’s business recovery. The 2021 Adjusted EBTIDA measure also serves as a gatekeeper, where zero annual incentives are paid if 2021 Adjusted EBITDA falls below a pre-established threshold.
2021-2023 Performance Share Units
The NEOs’ stock awards for 2021 were granted in a mix (based on the target values) of 50% PSUs, 25% SARs and 25% RSUs for each of our CEO and our President and 40% PSUs, 30% SARs and 30% RSUs for other NEOs, which is unchanged from the mix for 2020 stock awards. In light of the uncertainty inherent in the hospitality industry in the near future and the resulting difficulty in establishing multi-year financial goals, the Committee determined that the 2021-2023 PSUs will be earned after three years contingent on achievement of 2023 Adjusted EBITDA performance targets. Zero PSUs are earned if 2023 Adjusted EBITDA falls below a specified level, with the potential for target or above target payouts if 2023 Adjusted EBITDA equals or exceeds the target performance level. In addition, if 2023 Adjusted EBITDA equals or exceeds the target performance level, then then resulting number of shares ultimately earned will be modified up or down by up to 20% depending on the Company’s relative three-year TSR performance, measured against a performance peer group consisting of companies competing in the travel and hospitality industries. In selecting these two PSU performance measures, the Committee considered alignment with the Company’s business strategy, long-term value for stockholders, and the balance with 2021 Annual Incentive measures.
Stockholder Value PSUs
The Committee recognized that, due to the impact of the COVID-19 pandemic on our business in 2020, our NEOs received zero annual bonus for the year and, beginning in April 2020, their base salaries were significantly reduced for the remainder of the year: Mr. Sorenson’s base salary was reduced to zero (except as necessary for benefit deductions) and the other NEOs’ base salaries were reduced by 50%. At the same time, each of our NEOs made extraordinary contributions to the Company during the unprecedented challenges of the past year, including but not limited to, managing the Company’s financial structure to preserve liquidity and access to capital; developing innovative and enhanced cleaning protocols, technologies and approaches to customer service; mitigating potential harm to the company culture and human capital; and working closely with hotel owners and franchisees to help address their financial and operational concerns.
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Executive and Director Compensation
Although the Committee determined that the 2020 compensation results were appropriate under our pay-for-performance philosophy, it also determined it was appropriate to recognize the significant effort and accomplishments during the year and to motivate the management team in future years by providing a supplemental performance-oriented pay opportunity. Accordingly, in February 2021, the Committee determined to grant a supplemental, Stockholder Value PSU award to certain executives, including to our NEOs as described below. These awards are 100% performance-contingent and vest, if at all, in three years contingent on achievement of pre-established relative TSR goals and the number of shares that may be earned is based on the relative ranking of the Company’s relative three-year TSR performance, measured against a performance peer group consisting of companies competing in the travel and hospitality industries. The Committee determined that these Stockholder Value PSUs are aligned with Marriott’s compensation principles of emphasizing performance-based compensation and long-term value for stockholders. In designing and making these awards, the Committee took into account the following objectives: support Marriott’s business recovery strategy, recognize management’s accomplishments during 2020, align with the Company’s long-range succession planning needs, and retain a strong and consistent leadership team, when our competitors for talented executives include industries that have not been as severely impacted by the pandemic.
Compensation Decisions
The Committee recommended, and the Board approved, 2021 long-term equity awards for Mr. Sorenson with a grant date value of $11.5 million. However, Mr. Sorenson unexpectedly passed away before the awards were granted. Recognizing that the awards had been communicated to Mr. Sorenson and that pursuant to their standard terms such awards would have fully vested upon Mr. Sorenson’s death if they had been granted, the Committee recommended to the Board and the Board determined to honor the significant transformational contributions that Mr. Sorenson provided the Company during his tenure as President and CEO by paying such amount to his estate in lieu of the equity awards that had been previously approved.
Following Mr. Sorenson’s passing, the Board appointed Mr. Capuano to serve as CEO of Marriott and as a member of the Board, and Ms. Linnartz to serve as President of Marriott. The Committee recommended, and the Board approved, Mr. Capuano’s 2021 annual base salary as CEO at $1.3 million, set his target award under the 2021 Annual Incentive program at 200% of base salary and approved 2021 stock awards with a grant date value of $9 million. For Ms. Linnartz’s service as President, the Committee recommended, and the Board approved, her 2021 annual base salary at $1 million, set her target award under the 2021 Annual Incentive program at 100% of base salary and approved 2021 stock awards with a grant date value of $6.5 million. For the CEO and the President, the Committee maintained a mix (based on the target values) of 50% PSUs, 25% SARs and 25% RSUs. In addition, after considering Mr. Capuano’s and Ms. Linnartz’s increased responsibilities as CEO and President, the Committee recommended, and the Board approved, Stockholder Value PSUs with a grant date value of $3.5 million for Mr. Capuano and Stockholder Value PSUs with a grant date value of $2 million for Ms. Linnartz. As described above, these Stockholder Value PSUs are intended to be one-time awards, and not part of the executives’ annual compensation in future years.
Other Compensation
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. |
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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. None of the NEOs used the corporate jet for personal travel during 2020.
NEOs may participate in the same Company-wide benefit programs offered to all eligible U.S. associates. Some programs are paid for solely by the enrollees (including executives) , such as 401(k) plan elective deferrals, vision coverage, long-term and short-term disability, group life and accidental death and dismemberment insurance, and health care and dependent care spending accounts. Other benefit programs are paid for or subsidized by the Company for all enrollees, such as the 401(k) plan Company match, group medical and dental 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.
Executive and Director Compensation
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 Company 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. The EDC, including each NEO’s benefits under the EDC and the Company’s 20202023 contributions to the EDC, is described underbelow in the “Nonqualified Deferred Compensation for Fiscal Year 2020” on page 52. Due to the impact of the COVID-19 pandemic on our business, the Company did not to make Company contributions to EDC for 2020.2023” section. The Company provides limited, “double trigger” change in control benefits under the Stock PlanPlans and the EDC upon an NEO’s qualifying termination of employment in connection with a change in control of the Company, as described underbelow in the “Potential Payments Upon Termination or Change in Control” on page 53.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. The Company does not provide for tax gross-ups on these benefits and limits the benefits under the Stock Plan benefitsPlans to avoid adverse tax consequences to the Company. Specifically, the Stock Plan benefits are subject toPlans 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 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 2020 “Say-on-Pay” Advisory
2023 “Say-on-Pay” Vote on Executive Compensation and Stockholder Engagement At the Company’s 20202023 annual meeting, stockholders once again expressed substantial support for the compensation of our NEOs2022 NEO compensation with approximately 95%96% of the votes cast for approval of the “say-on-pay”“say-on-pay” advisory vote on our 2019 NEO compensation. During 2020,vote. Given this level of support, the Committee also sought and received comments from somedid not make any changes to the structure of the Company’s significant institutional stockholders regarding the Company’s compensation process and policies. The Committee also reviewed with its Compensation Consultant the elements and mix of annual and long-term executive officer compensation, the external compensation market data described below, 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 effectiveas a result of this vote. As described elsewhere in aligning executive compensationthis proxy statement, the Company values the perspectives of its stockholders and regularly engages with long-term stockholder value,the investment community on a variety of topics including the Company’s business, strategies, financial results and therefore determined to maintain the basic structure of the program.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 | | | | | | | | | 40 | | | | | | Marriott International, Inc. | | | 2024 Proxy Statement |
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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 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 this requirement or is in compliance with this policy.
on track to meet it within the five-year timeline for compliance. NEOs are required to retain 50% of the net after-tax shares under equity awards granted after becoming an NEO until they satisfy the required stock ownership 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 related to Marriott 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. Hedging Prohibited
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 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 In addition to the
Clawback and forfeiture provisions have been a longstanding feature of Marriott’s executive compensation clawback provisions of the Sarbanes-Oxley Act of 2002 that apply to the Chief Executive Officer and Chief Financial Officer, there is a separate clawback provision that applies to all equity awards issued to all NEOs. Under theprograms. Our Stock PlanPlans and the NEOs’ award agreements contain provisions that 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’s employment is terminated forexecutive violates applicable covenants or otherwise engages in serious misconduct, or the executive engages inincluding criminal or tortious conduct or other behavioracts or omissions that isare actually or potentially injurious to the CompanyCompany’s operations, financial condition or competesbusiness 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 Company.The Committee has discretionSecurities Exchange Act of 1934. Our clawback policy provides that we will, in the event of an accounting restatement of the Company’s financial statements due to require reimbursement ofmaterial non-compliance with any annual cash incentive payment awardedfinancial reporting requirement under the federal securities laws, recoup incentive-based compensation received by a covered executive 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 required to be restated provided that such discretion may only be exercised if the NEO has engaged in intentional misconduct that caused or partially caused the need for the restatement. The amount of the reimbursement would be the difference in the amount determined before and after the restatement.
results. Independent Compensation Consultant The Committee selected and retained the Compensation Consultant to 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 in prior years, provided the 2024 Proxy Statement | | | Marriott International, Inc. | | | 55 |
TABLE OF CONTENTS Executive and Director Compensation
Company with executive compensation data from a survey, which the Committee pre-approved, 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.
Executive and Director Compensation
The Compensation Determination Process In designing and determining 20202023 NEO pay, the Committee considered recommendations from the Company’s Executive Vice President and Global Chief Human Resources Officer, from Mr. SorensonCapuano with regard to the compensation of the NEOs other than himself, and from the Company’s Executive Chairman and Chairman of the Board, J.W.David Marriott, Jr., as well as the advice and recommendations of the Compensation Consultant. The Committee also obtained input and approval from the full Board, withof the independent and non-employee directors meeting in executive session, regarding the compensation for Mr. Sorenson.Capuano. In its determinations, the Committee does not set rigid, categorical guidelines or formulae to determine the 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’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 executives at the 50th 50th percentile of several broad, revenue-based surveys as well as a broad-based and select groupcustom survey of companies described inspecifically selected by the discussion of Market Data below.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. 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.Market Data
The external market data utilized by the Company for 2020 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 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 considers compensation practices at selectregularly reviews historical financial, business and total stockholder return results for lodging companies.companies as well as a selected group of comparator 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.
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 2020,2023, the surveys were the Executive& Senior Management Total Compensation and Benchmarking Survey (provided by Pearl Meyer)the Compensation Consultant), the Aon Hewitt TCM Total Compensation by Industry Executive and Senior Management Survey,Radford Global Database, the WTWCDB Executive Compensation Database,, the Equilar Top 25 Survey, and the Fred Cook Survey ofLong-Term Incentives. The same set of surveys was also referenced last year.Incentives. The Committee did not consider the individual companies in the revenue-based surveys when making compensation decisions. 56 | | | | | | | | | 42 | | | | | | Marriott International, Inc. | | | 2024 Proxy Statement |
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There are no other 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 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 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. The comparator group companies reviewed for 2020, which were unchanged from the prior year,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. | | | | | | | | | | | | | | | | | | | | 2020 Revenues(1)
as of December 31, 2020 | | | Market Capitalization(1)
as of December 31, 2020 | | | Enterprise Value(1)
as of December 31, 2020 | | | Number of
Employees | | Lodging Companies | | | | | | | | | | | | | | | | | Hilton Worldwide Holdings Inc. | | | $ 4,307 | | | | $ 30,885 | | | | $ 39,299 | | | | 141,000 | | Hyatt Hotels Corp | | | 2,066 | | | | 7,521 | | | | 9,292 | | | | 37,000 | | Wyndham Hotels & Resorts, Inc. | | | 1,300 | | | | 5,635 | | | | 7,754 | | | | 9,000 | | Other Hotel, Restaurant & Leisure Companies | | | | | | | | | | | | | | | | | Carnival Corp | | | 5,595 | | | | 21,718 | | | | 40,585 | | | | 70,000 | | Las Vegas Sands Corp | | | 3,612 | | | | 45,534 | | | | 58,321 | | | | 46,000 | | McDonald’s Corp | | | 19,208 | | | | 159,948 | | | | 207,962 | | | | 200,000 | | MGM Resorts International | | | 5,162 | | | | 15,576 | | | | 36,095 | | | | 45,000 | | Royal Caribbean Cruises Ltd | | | 2,209 | | | | 17,731 | | | | 34,042 | | | | 84,900 | | Starbucks Corp | | | 23,518 | | | | 120,086 | | | | 139,766 | | | | 349,000 | | Other Retail & Consumer Branded Companies | | | | | | | | | | | | | | | | | Best Buy Company, Inc. | | | 47,262 | | | | 28,780 | | | | 27,827 | | | | 125,000 | | Macy’s Inc. | | | 18,097 | | | | 1,926 | | | | 9,029 | | | | 123,000 | | Nike, Inc. | | | 37,403 | | | | 212,153 | | | | 213,146 | | | | 75,400 | | The TJX Companies, Inc. | | | 32,137 | | | | 60,992 | | | | 66,053 | | | | 286,000 | | The Walt Disney Company | | | 65,388 | | | | 322,682 | | | | 377,876 | | | | 203,000 | | E-Commerce Companies | | | | | | | | | | | | | | | | | eBay Inc. | | | 10,271 | | | | 34,371 | | | | 38,574 | | | | 12,700 | | Expedia Group, Inc. | | | 5,199 | | | | 19,012 | | | | 26,996 | | | | 19,100 | | Booking Holdings Inc. | | | 6,796 | | | | 91,228 | | | | 88,945 | | | | 20,300 | | Marriott International, Inc.(2) | | | 10,571 | | | | 42,795 | | | | 53,264 | | | | 121,000 | | Percentile Rank | | | 56th | | | | 60th | | | | 60th | | | | 62nd | |
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. Enterprise Value is the sum of market capitalization, debt and preferred stock, less cash and cash equivalents. |
(2)
| Revenue amount for the Company is shown as reflected in our financial statements. However, system-wide revenues, including revenues of our franchisees, are much higher. Similarly, theThe number of Marriott employees shown does not includeincludes 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 hotelproperty owners but whose employment is managed by Marriott (which is common outside the U.S.) or; it does not include hotel personnel employed by our franchisees or other management companies hired by our franchisees. |
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Relative TSR Performance Peer Group As discussed above, the Committee believes that it is appropriate to focus on companies that are generally similar in size to our Company, but including a broader group of industries, 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 similar business cycles. The performance peer group of 19 companies for 2023 PSU grants was selected in February 2023 based on a review of the constituents of established industry indices: S&P 500 Hotels, Resorts, & Cruise Lines Index and the Bloomberg World Lodging Index, and a review of other public 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 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 |
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The Committee considered risk in determining 20202023 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.
Executive and Director Compensation
Annual cash incentive programs 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-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 performance measures that reflect the strength of our brands and drive long-term financial and stock performance. Annual stock awards are generally granted as a mix of PSUs, RSUs, and SARs that generally vest over or after at least three 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. 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 | | | | | | | | | 44 | | | | | | Marriott International, Inc. | | | 59 |
TABLE OF CONTENTS
Executive and Director Compensation
Executive Compensation Tables and Discussion Summary Compensation Table The following Summary Compensation Table presents the compensation we paid in fiscal years 2018, 20192021, 2022 and 20202023 to our former President and CEO, (who was serving as an executive officer as of the end of 2020), our current CEO (who commenced service as CEO February 21, 2021Chief Financial Officer, and was one of our other three most highly compensated executive officers in 2020), our Chief Financial Officer and the other two most highly compensated executive officers in 2020. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Principal Position | | Fiscal Year | | | Salary ($)(1) | | | Bonus ($) | | | Stock Awards ($)(2)(3) | | | SAR Awards ($)(2) | | | Non-Equity Incentive Plan Compensation ($)(4) | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | | | All Other Compensation ($)(6) | | | Total ($) | | Arne M. Sorenson Former President and Chief Executive Officer | | | 2020 | | | | 414,615 | | | | 0 | | | | 6,101,867 | | | | 2,250,059 | | | | 0 | | | | 133,471 | | | | 26,344 | | | | 8,926,356 | | | | | 2019 | | | | 1,300,000 | | | | 0 | | | | 6,182,815 | | | | 2,192,342 | | | | 3,519,765 | | | | 44,004 | | | | 196,961 | | | | 13,435,887 | | | | | 2018 | | | | 1,300,000 | | | | 0 | | | | 6,222,315 | | | | 2,207,473 | | | | 2,925,000 | | | | 23,309 | | | | 255,895 | | | | 12,933,992 | | Anthony G. Capuano Chief Executive Officer (former Group President, Global Development, Design and Operations Services) | | | 2020 | | | | 597,356 | | | | 0 | | | | 2,840,318 | | | | 810,053 | | | | 0 | | | | 19,585 | | | | 9,150 | | | | 4,276,462 | | | | | 2019 | | | | 850,000 | | | | 0 | | | | 2,905,435 | | | | 867,306 | | | | 1,198,416 | | | | 6,569 | | | | 52,113 | | | | 5,879,839 | | | | | 2018 | | | | 824,000 | | | | 0 | | | | 2,857,618 | | | | 822,221 | | | | 1,187,590 | | | | 3,630 | | | | 52,285 | | | | 5,747,344 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Stephanie C. Linnartz President (former Group President, Consumer Operations, Technology and Emerging Businesses) | | | 2020 | | | | 592,308 | | | | 0 | | | | 2,127,478 | | | | 960,007 | | | | 0 | | | | 9,505 | | | | 9,263 | | | | 3,698,561 | | | | | 2019 | | | | 850,000 | | | | 0 | | | | 2,143,134 | | | | 1,027,896 | | | | 774,874 | | | | 2,616 | | | | 75,390 | | | | 4,873,910 | | | | | 2018 | | | | 824,000 | | | | 0 | | | | 2,104,657 | | | | 980,480 | | | | 917,730 | | | | 528 | | | | 111,483 | | | | 4,938,878 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Kathleen K. Oberg Executive Vice President and Chief Financial Officer | | | 2020 | | | | 558,461 | | | | 0 | | | | 1,966,863 | | | | 930,048 | | | | 0 | | | | 37,121 | | | | 24,155 | | | | 3,516,648 | | | | | 2019 | | | | 800,000 | | | | 0 | | | | 1,993,105 | | | | 906,186 | | | | 805,254 | | | | 11,331 | | | | 76,470 | | | | 4,592,346 | | | | | 2018 | | | | 772,500 | | | | 0 | | | | 1,940,374 | | | | 883,017 | | | | 996,526 | | | | 4,683 | | | | 107,957 | | | | 4,705,057 | | David J. Grissen Former Group President, The Americas | | | 2020 | | | | 605,769 | | | | 0 | | | | 2,982,313 | | | | 1,410,052 | | | | 0 | | | | 173,283 | | | | 9,263 | | | | 5,180,680 | | | | | 2019 | | | | 850,000 | | | | 0 | | | | 2,057,387 | | | | 935,415 | | | | 921,430 | | | | 54,186 | | | | 76,644 | | | | 4,895,062 | | | | | 2018 | | | | 824,000 | | | | 0 | | | | 2,005,349 | | | | 912,502 | | | | 951,376 | | | | 26,620 | | | | 97,186 | | | | 4,817,033 | |
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 the Company’s qualified 401(k) plan andor the EDC. |
(2)
| The value reported for Stock Awards and SAR Awards 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, and therefore differs from the target award values approved by the Committee. The assumptions for making the valuation determinations for SAR Awards are set forth in the footnotes to the Grants of Plan-Based Awards for Fiscal Year 20202023 table, below. |
(3)
| Approximately 66%69% of the 2023 value reported in this column for Mr. Sorenson in 2020,Capuano, 58% for Mr. Breland, and 56% of the value reported60% for the other NEOs in 2020, (disregardingMs. Oberg, Mr. Capuano’s separate RSU described in the CD&A) representsBrown 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 is achieved for all PSUs, the grant date fair values of the PSUs included in the 2020 Stock Awards column2023 value for Messrs. Sorenson andMr. Capuano, Ms. Linnartz,Oberg, Mr. Brown, Mr. Breland and Ms. Oberg and Mr. GrissenReiss would be $6,044,753, $1,451,147, $1,805,044, $1,665,648$15,093,067, $3,421,148, $2,414,991, $2,414,991 and $2,525,587,$2,012,671, respectively. |
(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 (except for fiscal year 2020 where there was no annual cash incentive paid) unless deferred under the EDC. |
(5)
| The values reported equal the earnings credited to accounts in the 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 2020.2023.” |
(6)
| All Other Compensation for fiscal year 20202023 consists of Company contributions to the Company’s qualified 401(k) plan of $9,263 for each NEO other than Mr. Capuano and Ms. Oberg, and $9,150 for Mr. Capuano and $8,970 for Ms. Oberg; and perquisites and personal benefits, including spousal accompaniment while on business travel and complimentary rooms, food and beverages at Company-owned, operated or franchised hotels and the use of other hotel-related services such as golf and spa facilities while on personal travel. The values in this column do not include perquisites and personal benefits that were less than $10,000 in aggregate for any NEO for the fiscal year. of: |
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 cost 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 corporate 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 Independent 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 use of the corporate aircraft by adding (i) the product of the aircraft’s variable operating costs per hour multiplied by any personal flight hours and the hours for any related deadhead flights, (ii) the cost of fuel and other flight-specific expenses for the personal trip, or, in the case of a mixed personal and business trip, a percentage of the cost of such flight specific expenses attributable to the percentage of personal flight hours for the trip, and (iii) an allocable portion of the Company’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 fiscal year 2022 has also been adjusted to reflect an additional $28,822 related to flights Mr. Capuano took to the meetings of an outside board in the second half of 2022.
60 | | | Marriott International, Inc. | | | | | | | | | | 20212024 Proxy Statement | | | | | | | 45 | |
TABLE OF CONTENTS
Executive and Director Compensation
Grants of Plan-Based Awards for Fiscal Year 20202023 The following table presents the plan-based awards granted to the NEOs in 2020. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | Grant
Date(1) | | | Board
Approval
Date(1) | | | Estimated Possible
Payouts Under
Non-Equity Incentive
Plan Awards(2) | | | Estimated Possible
Payouts Under
Equity Incentive Plan
Awards(3) | | | All
Other
Stock
Awards
(Number
of
Shares
of Stock
or
Units)
(#) | | | All Other
SAR
Awards
(Number
of
Securities
Underlying
SARs) (#) | | | Exercise
or Base
Price of
SARs
($/sh) | | | Grant
Date
Fair
Value
of
Stock/
SAR
Awards
($)(4) | | | | Threshold
($) | | | Target
($) | | | Maximum
($) | | | Threshold
(#) | | | Target
(#) | | | Maximum
(#) | | Mr. Sorenson | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash Incentive | | | | | | | | | | | 630,000 | | | | 2,800,000 | | | | 5,600,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | PSU | | | 3/2/20 | | | | 2/14/20 | | | | — | | | | — | | | | — | | | | 18,726 | | | | 37,452 | | | | 56,178 | | | | — | | | | — | | | | — | | | | 4,029,835 | | RSU | | | 3/2/20 | | | | 2/14/20 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 18,726 | | | | — | | | | — | | | | 2,072,032 | | SAR | | | 3/2/20 | | | | 2/14/20 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 82,239 | | | | 120.16 | | | | 2,250,059 | | Mr. Capuano | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash Incentive | | | | | | | | | | | 328,125 | | | | 656,250 | | | | 1,312,500 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | PSU | | | 3/2/20 | | | | 2/12/20 | | | | — | | | | — | | | | — | | | | 4,496 | | | | 8,991 | | | | 13,487 | | | | — | | | | — | | | | — | | | | 967,432 | | RSU | | | 3/2/20 | | | | 2/12/20 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 6,744 | | | | — | | | | — | | | | 746,224 | | RSU | | | 3/2/20 | | | | 2/12/20 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 9,974 | | | | — | | | | — | | | | 1,126,663 | | SAR | | | 3/2/20 | | | | 2/12/20 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 29,055 | | | | 120.16 | | | | 810,053 | | Ms. Linnartz | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash Incentive | | | | | | | | | | | 164,063 | | | | 656,250 | | | | 1,312,500 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | PSU | | | 3/2/20 | | | | 2/12/20 | | | | — | | | | — | | | | — | | | | 5,327 | | | | 10,653 | | | | 15,980 | | | | — | | | | — | | | | — | | | | 1,203,363 | | RSU | | | 3/2/20 | | | | 2/12/20 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 7,992 | | | | — | | | | — | | | | 924,115 | | SAR | | | 3/2/20 | | | | 2/12/20 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 32,280 | | | | 120.16 | | | | 960,007 | | Ms. Oberg | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash Incentive | | | | | | | | | | | 139,219 | | | | 618,750 | | | | 1,237,500 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | PSU | | | 3/2/20 | | | | 2/12/20 | | | | — | | | | — | | | | — | | | | 5,160 | | | | 10,320 | | | | 15,480 | | | | — | | | | — | | | | — | | | | 1,110,432 | | RSU | | | 3/2/20 | | | | 2/12/20 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 7,740 | | | | — | | | | — | | | | 856,431 | | SAR | | | 3/2/20 | | | | 2/12/20 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 33,993 | | | | 120.16 | | | | 930,048 | | Mr. Grissen | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash Incentive | | | | | | | | | | | 139,453 | | | | 656,250 | | | | 1,312,500 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | PSU | | | 3/2/20 | | | | 2/12/20 | | | | — | | | | — | | | | — | | | | 7,824 | | | | 15,648 | | | | 23,472 | | | | — | | | | — | | | | — | | | | 1,683,725 | | RSU | | | 3/2/20 | | | | 2/12/20 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 11,736 | | | | — | | | | — | | | | 1,298,588 | | SAR | | | 3/2/20 | | | | 2/12/20 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 51,537 | | | | 120.16 | | | | 1,410,052 | |
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)
| The Committee approved the annual stock awards for Mr. Capuano, Ms. Linnartz, Ms. Oberg and Mr. Grissen at its February 12, 2020 meeting, and the Board approved the annual stock awards for Mr. Sorenson at its February 14, 2020 meeting. Pursuant to the Company’s equity compensation grant procedures described in the CD&A, the grant date of these awards was March 2, 2020, the second trading day following the Company’s annual earnings conference call for the 2019 fiscal year.
|
(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 program. |
(3)(2)
| These columns report the number of shares issuable under PSUs granted to the NEOs for the 2020-20222023-2025 performance period. Annual PSUs reported in these columns are 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 Global Gross Room Openings, Active Marriott Bonvoy Loyalty Member Growth, and Adjusted Global Operating Income Growth goals,from 2023-2025, with threshold representing 50%25% of the target number of shares and maximum representing 150%200% of target. For these PSUs, one-third of the target number of shares is subject to each performance objective, with otherwise identical terms. |
(4)(3)
| The value reported for Stock Awards and SAR Awards is the aggregate grant date fair value of the awards granted in 20202023 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. We used the following assumptions to determine the fair value of the SAR Awards granted in 2020:2023: expected volatility = 22.95%28.05%; dividend yield = 1.32%1.02%; risk-free rate = 1.04–1.10%3.98–3.96%; and expected term = 8–7–10 years. In making these assumptions, we base expected volatility on the historical movement of the Company’s stock price. We base risk-free rates on the corresponding U.S. Treasury spot rates for the 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 | | | | | | | | | 46 | | | | | | Marriott International, Inc. | | | 61 |
TABLE OF CONTENTS
Executive and Director Compensation
The Grants of Plan-Based Awards table reports the dollar value of cash-based annual incentive program awards (at their threshold, target and maximum achievement levels) and the number and grant date fair value of PSUs, RSUs and SARs granted under the Stock PlanPlans to each NEO during the 20202023 fiscal year. With regard to cash incentives, this table reports the range of potential amounts that could have been earned by the executive under the annual cash incentive program for 2020,2023, whereas the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table reports the actual value approved by the Human Resources and Compensation Committee for 2020,2023. With regard to equity grants, the value received by executives upon the vesting of PSUs and RSUs and upon the exercise of SARs may differ from the reported grant date values, including the potential for zero value for PSUs and SARs, depending on the degree to which was zero.Annual Cash Incentives. The Human Resourcespre-established performance goals are met and Compensation Committee carefully evaluates rigorous performance factors for each NEO under the annual cash incentive program. The performance factors used for 2020 are described below. As discussed above, due to the impact of the COVID-19 pandemic on our business, management recommended, and the Committee approved, that our NEOs receive zero annual incentive for 2020.
• | | Adjusted EPS and Operating Profit: The Company places a heavy emphasis on adjusted EPS as a performance measure because adjusted EPS is an important indicator of Company profitability and aligns the interests of management with those of our stockholders. For purposes of the annual cash incentive program, the Company modifies EPS as reported under U.S. GAAP during the target-setting process, which is an extensive annual budgeting process. Hotels and individual corporate units develop and submit budgets, which the Company then consolidates and adjusts based on 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. The adjusted EPS target includes the anticipated approximate impact on EPS of the Company’s planned share buy-back program for the year and excludes items that are not expected to have a direct impact on the business going forward, such as merger and related costs, impairments, changes in accounting standards, tax adjustments and gains/losses on sale.
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The Board reviewed and approved the budget in February 2020. In setting the adjusted EPS target for 2020 (“Adjusted EPS”), EPS was adjusted to exclude the impact of asset sales, impact of differences in cost reimbursement revenue and reimbursed expenses, impairments, and merger and related costs.
Considering these factors, the Committee set the Adjusted EPS target for 2020 at a level that the Committee believed was achievable but not certain to be met, which was $6.31. Due to the impact of the COVID-19 pandemic on our business, Adjusted EPS for 2020 was significantly below the threshold level, which resulted in no payout for the Adjusted EPS component. For 2020, the Committee had established the following payout scale for Adjusted EPS performance:
| | | | | | | Adjusted 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 | % |
* | If the achievement falls between two of the stated performance levels, the incentive payment is interpolated between the corresponding incentive levels.
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| | For Mr. Grissen, in addition to Adjusted EPS, his financial performance objectives included operating profit from the Americas division, his primary area of responsibility. The Americas Adjusted Operating Profit target was $2,210 million, and due to the impact of the COVID-19 pandemic on our business, the results were significantly below threshold, corresponding to zero 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 2020 at a level significantly above 2019 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 was 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.
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Executive and Director Compensation
| | For each NEO whose cash incentive plan includes the room growth performance measure, except Mr. Capuano, achievement of less than the target results in 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 payout is achievement of 176% of target. |
| | The Committee established a wider performance and payout range for Mr. Capuano to more accurately measure and incentivize him for achieving growth goals. For 2020, the net present value of rooms approved for development resulted in no payout for the NEOs, except for Mr. Capuano, who would have received a payout for this component of above threshold but below target. However, as discussed above, due to the impact of the COVID-19 pandemic on our business, management recommended, and the Committee approved, that there be no payout for this or any other annual incentive plan component. |
• | | Global Sales: Assessment of sales is measured by percentage point difference between the actual growth rate over the prior year versus the budgeted growth percentage for global constant dollar RevPAR. For 2020, the Company’s results were below threshold performance level, resulting in no payout.
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• | | Associate Engagement: Assessment of associate engagement is measured by the results of the Company’s annual associate engagement survey (conducted by a third party) as compared against external benchmark results provided by the third-party company. However, due to the impact of the COVID-19 pandemic on our business, for 2020 the Company determined not to complete the associate engagement survey and therefore there was no payout for this annual incentive plan component.
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• | | RevPAR Index: The Company retains a third party to collect and compile the data used to calculate a worldwide RevPAR Index, or Americas RevPAR Index 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 2020, the Company and the Americas division achieved an overall RevPAR Index score above 100 and year-over-year increases that were significantly higher than target, which would have resulted in a maximum payout. However, as discussed above, due to the impact of the COVID-19 pandemic on our business, management recommended, and the Committee approved, that there be no payout for this or any other annual incentive plan component.
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• | | Guest Satisfaction: Assessment of guest satisfaction is based on Company-wide guest satisfaction survey results for the year compared with pre-established goals. Results are based on a compilation of survey results from numerous satisfaction surveys across the Company’s brands and for the Americas division for Mr. Grissen. The annual goals are designed to be difficult to accomplish and not certain to be met. However, due to the impact of the COVID-19 pandemic on our business, for 2020 the Company determined to suspend the guest satisfaction surveys making the full year results unmeasurable and therefore there was no payout for this annual incentive plan component.
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• | | Individual Achievement: Each year the Company sets specific, individual performance objectives for the NEOs. Each NEO has both shared Company-wide objectives as well as a different set of objectives that is aligned to his or her unique responsibilities and role within the Company. The objectives are developed by the CEO and members of his executive team, and reviewed, modified as necessary and approved by the Committee (or the Board in the case of Mr. Sorenson’s performance objectives). The performance objectives generally are difficult to accomplish and relate to key duties of the positions. Examples of the types of performance objectives are: continue to deliver value to our Marriott Bonvoy members and enrich the experiences of our guests; execute brand distinction strategies; execute relevant diversity and inclusion strategies; achieve enhancements in digital and distribution technologies; and execute agreements in support of continued growth. Moreover, as discussed above, throughout 2020 each NEO also had to address the unprecedented challenges of the COVID-19 pandemic on our industry and business.
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The Committee applies a rigorous and largely subjective assessment of each NEO’s qualitative performance relative to the individual performance objectives. The performance objectives are not assigned specific weightings and may be modified by the Committee during the performance period if a change in business circumstances warrants. The
| | | | | | | | | 48 | | | | | | Marriott International, Inc. | | |
Executive and Director Compensation
actual payments relating to performance 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 2020, the NEOs received award levels varying from target to a maximum payout for individual achievement (except for the CEO’s payout for 2018). For 2020, each NEO showed exceptional performance in the face of unprecedented challenges resulting from the COVID-19 pandemic, including, but not limited to, managing the Company’s financial structure to preserve liquidity and access to capital; developing innovative and enhanced cleaning protocols, technologies and approaches to customer service; mitigating potential harm to the Company culture and human capital; and working closely with hotel owners and franchisees to help address their financial and operational concerns. We were also honored in 2020 to be recognized by DiversityInc as the #1 Company for Diversity and by Fortune as one of the “Best Companies to Work For” for the 23rd consecutive year. Notwithstanding these significant accomplishments, due to the impact of the COVID-19 pandemic on our business, management recommended, and the Committee approved, that there be no payout for this annual incentive plan component.
future stock performance. Outstanding Equity Awards at 20202023 Fiscal Year-EndThe following table shows information about outstanding Company SARs, RSUs and PSUs at December 31, 2020,2023, our fiscal year-end. The Intrinsic Value and Market Value figures for the Company stock awards are based on the closing price as of December 31, 20202023 of the Company’s Class A common stock, which was $131.92. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | Grant
Date | | | Award
Type | | SAR Awards | | | Stock Awards | | | | Number of
Securities
Underlying
Unexercised
SARs:
Exercisable/
Unexercisable (#) | | | SAR
Exercise
Price
($) | | | SAR
Expiration
Date | | | SAR
Intrinsic Value:
($) Exercisable/
Unexercisable | | | Number of
Shares or
Units of Stock
That Have
Not Vested
(#) | | | Market Value
of Shares
or Units
of Stock
That Have
Not Vested ($) | | Mr. Sorenson | | | 2/21/12 | | | SARs | | | 225,228 | | | | — | | | | 34.67 | | | | 2/21/22 | | | | 21,903,423 | | | | — | | | | — | | | | — | | | | | 2/22/13 | | | SARs | | | 229,008 | | | | — | | | | 39.27 | | | | 2/22/23 | | | | 21,217,591 | | | | — | | | | — | | | | — | | | | | 2/24/14 | | | SARs | | | 118,416 | | | | — | | | | 53.25 | | | | 2/24/24 | | | | 9,315,787 | | | | — | | | | — | | | | — | | | | | 2/23/15 | | | SARs | | | 77,043 | | | | — | | | | 82.67 | | | | 2/23/25 | | | | 3,794,368 | | | | — | | | | — | | | | — | | | | | 2/22/16 | | | SARs | | | 91,536 | | | | — | | | | 66.86 | | | | 2/22/26 | | | | 5,955,332 | | | | — | | | | — | | | | — | | | | | 2/21/17 | | | SARs | | | 62,148 | | | | — | | | | 88.31 | | | | 2/21/27 | | | | 2,710,274 | | | | — | | | | — | | | | — | | | | | 2/20/18 | | | SARs | | | 31,594 | | | | 15,797 | (1) | | | 139.54 | | | | 2/20/28 | | | | — | | | | — | | | | — | | | | — | | | | | 3/5/19 | | | SARs | | | 20,702 | | | | 41,404 | (1) | | | 124.79 | | | | 3/5/29 | | | | 147,605 | | | | 295,211 | | | | — | | | | — | | | | | 3/2/20 | | | SARs | | | — | | | | 82,239 | (1) | | | 120.16 | | | | 3/2/30 | | | | — | | | | 967,131 | | | | — | | | | — | | | | | | | | RSUs | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | 36,123 | (2) | | | 4,765,346 | | | | | | | | PSUs | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | 32,250 | (3) | | | 4,254,420 | | | | | | | | PSUs | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | 36,063 | (4) | | | 4,757,431 | | | | | | | | | PSUs | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | 37,452 | (5) | | | 4,940,668 | | Mr. Capuano | | | 2/24/14 | | | SARs | | | 16,000 | | | | — | | | | 53.25 | | | | 2/24/24 | | | | 1,258,720 | | | | — | | | | — | | | | — | | | | | 2/23/15 | | | SARs | | | 23,115 | | | | — | | | | 82.67 | | | | 2/23/25 | | | | 1,138,414 | | | | — | | | | — | | | | — | | | | | 2/22/16 | | | SARs | | | 30,513 | | | | — | | | | 66.86 | | | | 2/22/26 | | | | 1,985,176 | | | | — | | | | — | | | | — | | | | | | 2/21/17 | | | SARs | | | 23,370 | | | | — | | | | 88.31 | | | | 2/21/27 | | | | 1,019,166 | | | | — | | | | — | | | | — | | | | | | 2/20/18 | | | SARs | | | 10,952 | | | | 5,476 | (1) | | | 139.54 | | | | 2/20/28 | | | | — | | | | — | | | | — | | | | — | | | | | | 3/5/19 | | | SARs | | | 7,453 | | | | 14,906 | (1) | | | 124.79 | | | | 3/5/29 | | | | 53,140 | | | | 106,280 | | | | — | | | | — | | | | | | 3/2/20 | | | SARs | | | — | | | | 29,055 | (1) | | | 120.16 | | | | 3/2/30 | | | | — | | | | 341,687 | | | | — | | | | — | | | | | | | | | RSUs | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | 40,547 | (6) | | | 5,348,960 | | | | | | | | | PSUs | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | 7,455 | (3) | | | 983,464 | | | | | | | | | PSUs | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | 8,655 | (4) | | | 1,141,768 | | | | | | | | | PSUs | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | 8,991 | (5) | | | 1,186,093 | | Ms. Linnartz | | | 2/21/17 | | | SARs | | | 9,447 | | | | — | | | | 88.31 | | | | 2/21/27 | | | | 411,984 | | | | — | | | | — | | | | — | | | | | | 2/20/18 | | | SARs | | | 13,060 | | | | 6,530 | (1) | | | 139.54 | | | | 2/20/28 | | | | — | | | | — | | | | — | | | | — | | | | | | 3/5/19 | | | SARs | | | 8,833 | | | | 17,666 | (1) | | | 124.79 | | | | 3/5/29 | | | | 62,979 | | | | 125,959 | | | | — | | | | — | | | | | | 3/2/20 | | | SARs | | | — | | | | 32,280 | (1) | | | 120.16 | | | | 3/2/30 | | | | — | | | | 379,613 | | | | — | | | | — | | | | | | | | | RSUs | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | 15,344 | (7) | | | 2,024,180 | | | | | | | | PSUs | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | 8,889 | (3) | | | 1,172,637 | | | | | | | | PSUs | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | 10,260 | (4) | | | 1,353,499 | | | | | | | | PSUs | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | 10,653 | (5) | | | 1,405,344 | |
Mr. Capuano | | | 2/21/2017 | | | SARs | | | 23,370 | | | — | | | 88.31 | | | 2/21/2027 | | | 3,206,364 | | | — | | | — | | | — | | | — | | | — | | | | 2/20/2018 | | | SARs | | | 16,428 | | | — | | | 139.54 | | | 2/20/2028 | | | 1,412,315 | | | — | | | — | | | — | | | — | | | — | | | | 3/5/2019 | | | SARs | | | 22,359 | | | — | | | 124.79 | | | 3/5/2029 | | | 2,251,998 | | | — | | | — | | | — | | | — | | | — | | | | 3/2/2020 | | | SARs | | | 29,055 | | | — | | | 120.16 | | | 3/2/2030 | | | 3,060,944 | | | — | | | — | | | — | | | — | | | — | | | | 2/22/2021 | | | SARs | | | 44,000 | | | 22,000(1) | | | 142.05 | | | 2/22/2031 | | | 3,672,240 | | | 1,836,120 | | | — | | | — | | | — | | | — | | | | 2/17/2022 | | | SARs | | | 22,289 | | | 44,578(1) | | | 179.75 | | | 2/17/2032 | | | 1,019,945 | | | 2,039,889 | | | — | | | — | | | — | | | — | | | | 2/16/2023 | | | SARs | | | — | | | 62,367(1) | | | 177.55 | | | 2/16/2033 | | | — | | | 2,991,121 | | | — | | | — | | | — | | | — | | | | | | | RSUs | | | — | | | — | | | — | | | — | | | — | | | — | | | 37,995(2) | | | 8,568,252 | | | — | | | — | | | | | | | PSUs | | | — | | | — | | | — | | | — | | | — | | | — | | | 93,982(3) | | | 22,449,480 | | | — | | | — | | | | | | | PSUs | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 62,588(4) | | | 14,114,220 | | | | | | | PSUs | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 84,484(5) | | | 19,051,987 | Ms. Oberg | | | 2/20/2018 | | | SARs | | | 18,957 | | | — | | | 139.54 | | | 2/20/2028 | | | 1,629,733 | | | — | | | — | | | — | | | — | | | — | | | | 3/5/2019 | | | SARs | | | 25,671 | | | — | | | 124.79 | | | 3/5/2029 | | | 2,585,583 | | | — | | | — | | | — | | | — | | | — | | | | 3/2/2020 | | | SARs | | | 33,993 | | | — | | | 120.16 | | | 3/2/2030 | | | 3,581,163 | | | — | | | — | | | — | | | — | | | — | | | | 2/22/2021 | | | SARs | | | 20,534 | | | 10,267(1) | | | 142.05 | | | 2/22/2031 | | | 1,713,768 | | | 856,884 | | | — | | | — | | | — | | | — | | | | 2/17/2022 | | | SARs | | | 7,490 | | | 14,980(1) | | | 179.75 | | | 2/17/2032 | | | 342,742 | | | 685,485 | | | — | | | — | | | — | | | — | | | | 2/16/2023 | | | SARs | | | — | | | 21,207(1) | | | 177.55 | | | 2/16/2033 | | | — | | | 1,017,088 | | | — | | | — | | | — | | | — | | | | | | | RSUs | | | — | | | — | | | — | | | — | | | — | | | — | | | 32,102(6) | | | 7,239,322 | | | — | | | — | | | | | | | PSUs | | | — | | | — | | | — | | | — | | | — | | | — | | | 38,861(3) | | | 9,282,727 | | | — | | | — | | | | | | | PSUs | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 14,020(4) | | | 3,161,650 | | | | | | | PSUs | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 19,150(5) | | | 4,318,517 |
62 | | | Marriott International, Inc. | | | | | | | | | | 20212024 Proxy Statement | | | | | | | 49 | |
TABLE OF CONTENTS
Executive and Director Compensation | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | Grant
Date | | | Award
Type | | SAR Awards | | | Stock Awards | | | | Number of
Securities
Underlying
Unexercised
SARs:
Exercisable/
Unexercisable (#) | | | SAR
Exercise
Price
($) | | | SAR
Expiration
Date | | | SAR
Intrinsic Value:
($) Exercisable/
Unexercisable | | | Number of
Shares or
Units of Stock
That Have
Not Vested
(#) | | | Market Value
of Shares
or Units
of Stock
That Have
Not Vested ($) | | Ms. Oberg | | | 2/22/16 | | | SARs | | | 27,462 | | | | — | | | | 66.86 | | | | 2/22/26 | | | | 1,786,678 | | | | — | | | | — | | | | — | | | | | 2/21/17 | | | SARs | | | 25,854 | | | | — | | | | 88.31 | | | | 2/21/27 | | | | 1,127,493 | | | | — | | | | — | | | | — | | | | | | 2/20/18 | | | SARs | | | 12,638 | | | | 6,319 | (1) | | | 139.54 | | | | 2/20/28 | | | | — | | | | — | | | | — | | | | — | | | | | | 3/5/19 | | | SARs | | | 8,557 | | | | 17,114 | (1) | | | 124.79 | | | | 3/5/29 | | | | 61,011 | | | | 122,023 | | | | — | | | | — | | | | | | 3/2/20 | | | SARs | | | — | | | | 33,993 | (1) | | | 120.16 | | | | 3/2/30 | | | | — | | | | 399,758 | | | | — | | | | — | | | | | | | | | RSUs | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | 14,860 | (8) | | | 1,960,331 | | | | | | | | PSUs | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | 8,601 | (3) | | | 1,134,644 | | | | | | | | PSUs | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | 9,939 | (4) | | | 1,311,153 | | | | | | | | | PSUs | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | 10,320 | (5) | | | 1,361,414 | | Mr. Grissen | | | 2/24/14 | | | SARs | | | 43,914 | | | | — | | | | 53.25 | | | | 2/24/24 | | | | 3,454,714 | | | | — | | | | — | | | | — | | | | | 2/23/15 | | | SARs | | | 30,177 | | | | — | | | | 82.67 | | | | 2/23/25 | | | | 1,486,217 | | | | — | | | | — | | | | — | | | | | | 2/22/16 | | | SARs | | | 38,139 | | | | — | | | | 66.86 | | | | 2/22/26 | | | | 2,481,323 | | | | — | | | | — | | | | — | | | | | 2/21/17 | | | SARs | | | 28,341 | | | | — | | | | 88.31 | | | | 2/21/27 | | | | 1,235,951 | | | | — | | | | — | | | | — | | | | | 2/20/18 | | | SARs | | | 13,060 | | | | 6,530 | (1) | | | 139.54 | | | | 2/20/28 | | | | — | | | | — | | | | — | | | | — | | | | | 3/5/19 | | | SARs | | | 8,833 | | | | 17,666 | (1) | | | 124.79 | | | | 3/5/29 | | | | 62,979 | | | | 125,959 | | | | — | | | | — | | | | | 3/2/20 | | | SARs | | | — | | | | 51,537 | (1) | | | 120.16 | | | | 3/2/30 | | | | — | | | | 606,075 | | | | — | | | | — | | | | | | | | RSUs | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | 19,088 | (9) | | | 2,518,089 | | | | | | | | PSUs | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | 8,889 | (3) | | | 1,172,637 | | | | | | | | PSUs | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | 10,260 | (4) | | | 1,353,499 | | | | | | | | PSUs | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | 15,648 | (5) | | | 2,064,284 | |
Mr. Brown | | | 3/2/2020 | | | SARs | | | 6,945 | | | — | | | 120.16 | | | 3/2/2030 | | | 731,656 | | | — | | | — | | | — | | | — | | | — | | | | 2/22/2021 | | | SARs | | | — | | | 6,600(1) | | | 142.05 | | | 2/22/2031 | | | — | | | 550,836 | | | — | | | — | | | — | | | — | | | | 2/17/2022 | | | SARs | | | 5,350 | | | 10,700(1) | | | 179.75 | | | 2/17/2032 | | | 244,816 | | | 489,632 | | | — | | | — | | | — | | | — | | | | 2/16/2023 | | | SARs | | | — | | | 14,970(1) | | | 177.55 | | | 2/16/2033 | | | — | | | 717,961 | | | — | | | — | | | — | | | — | | | | | | | RSUs | | | — | | | — | | | — | | | — | | | — | | | — | | | 9,436(7) | | | 2,127,912 | | | — | | | — | | | | | | | PSUs | | | — | | | — | | | — | | | — | | | — | | | — | | | 27,245(3) | | | 6,508,013 | | | — | | | — | | | | | | | PSUs | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 10,015(4) | | | 2,258,483 | | | | | | | PSUs | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 13,518(5) | | | 3,048,444 | Mr. Breland | | | 2/17/2022 | | | SARs | | | 3,393 | | | 6,786(1) | | | 179.75 | | | 2/17/2032 | | | 155,264 | | | 310,527 | | | — | | | — | | | — | | | — | | | | 2/16/2023 | | | SARs | | | — | | | 12,780(1) | | | 177.55 | | | 2/16/2033 | | | — | | | 612,929 | | | — | | | — | | | — | | | — | | | | | | | RSUs | | | — | | | — | | | — | | | — | | | — | | | — | | | 15,985(8) | | | 3,604,777 | | | — | | | — | | | | | | | PSUs | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 8,012(4) | | | 1,806,786 | | | | | | | PSUs | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 13,518(5) | | | 3,048,444 | Ms. Reiss | | | 2/20/2018 | | | SARs | | | 10,110 | | | — | | | 139.54 | | | 2/20/2028 | | | 869,157 | | | — | | | — | | | — | | | — | | | — | | | | 3/5/2019 | | | SARs | | | 15,735 | | | — | | | 124.79 | | | 3/5/2029 | | | 1,584,829 | | | — | | | — | | | — | | | — | | | — | | | | 3/2/2020 | | | SARs | | | 20,835 | | | — | | | 120.16 | | | 3/2/2030 | | | 2,194,967 | | | — | | | — | | | — | | | — | | | — | | | | 2/22/2021 | | | SARs | | | 11,148 | | | 5,574(1) | | | 142.05 | | | 2/22/2031 | | | 930,412 | | | 465,206 | | | — | | | — | | | — | | | — | | | | 2/17/2022 | | | SARs | | | 4,280 | | | 8,560(1) | | | 179.75 | | | 2/17/2032 | | | 195,853 | | | 391,706 | | | — | | | — | | | — | | | — | | | | 2/16/2023 | | | SARs | | | — | | | 12,474(1) | | | 177.55 | | | 2/16/2033 | | | — | | | 598,253 | | | — | | | — | | | — | | | — | | | | | | | RSUs | | | — | | | — | | | — | | | — | | | — | | | — | | | 7,791(9) | | | 1,756,948 | | | — | | | — | | | | | | | PSUs | | | — | | | — | | | — | | | — | | | — | | | — | | | 25,472(3) | | | 6,084,497 | | | — | | | — | | | | | | | PSUs | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 8,012(4) | | | 1,806,786 | | | | | | | PSUs | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 11,266(5) | | | 2,540,596 |
(1)
| SARs are exercisable in 33% increments on each of the first, second, and third anniversary of the grant date. |
(2)
| These RSUs vested or are scheduled to vest as follows: 17,62818,117 on February 15, 2021; 12,2532024; 12,837 on February 15, 2022; 6,2422025; 7,041 on February 15, 2023. 2026. |
(3)
| TheseRepresents shares earned under PSUs are equity incentive plan awards that have been earnedgranted in 2021 based on performance through the end of the three-year performance period covering 2021, 2022, and vested on February 15, 2021.
2023. |
(4)
| TheseBased on performance as of the end of the first two years of the three-year performance period trending above target, these PSUs, granted in 2022, are equity incentive plan awards that have not been earnedshown at max level and will vest on February 15, 2022,2025, pending performance results and continued service.
|
(5)
| TheseBased on performance as of the end of the first year of the three-year performance period trending at target, these PSUs, granted in 2023, are equity incentive plan awards that have not been earnedshown at max level and will vest on February 15, 2023,2026, pending performance results and continued service.
|
(6)
| These RSUs vested or are scheduled to vest as follows: 14,3966,806 on February 15, 2021; 13,9292024; 4,342 on February 15, 2022; 12,2222025; 18,560 on August 15, 2025; 2,394 on February 15, 2023. 2026. |
(7)
| These RSUs vested or are scheduled to vest as follows: 7,4514,665 on February 15, 2021; 5,2292024; 3,081 on February 15, 2022; 2,6642025; 1,690 on February 15, 2023. 2026. |
(8)
| These RSUs vested or are scheduled to vest as follows: 7,2154,628 on February 15, 2021; 5,0652024; 1,668 on September 15, 2024; 7,999 on February 15, 2022; 2,5802025; 1,690 on February 15, 2023. 2026. Of those RSUs scheduled to vest on February 15, 2025, 4,173 are attributed to PSUs that had a performance period which ended on 12/31/2023 and now require only continued service. |
(9)
| These RSUs vested or are scheduled to vest as follows: 8,6993,860 on February 15, 2021; 6,4772024; 2,522 on February 15, 2022; 3,9122025; 1,409 on February 15, 2023. 2026. |
2024 Proxy Statement | | | Marriott International, Inc. | | | 63 |
TABLE OF CONTENTS Executive and Director Compensation
SAR Exercises and Stock Vested During Fiscal Year 20202023 The following table shows information about SAR exercises and vesting of RSU and PSU awards during fiscal year 2020. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | SAR Awards | | | Stock Awards | | | Name | | Award Type | | Exercise Date | | | Number of
Shares
Acquired on Exercise (#)(1) | | | Value
Realized
on Exercise ($)(2) | | | Award Type | | Vesting Date | | | Number of
Shares
Acquired on Vesting (#) | | | Value
Realized
on Vesting ($)(3) | | | | | | | | | | | Mr. Sorenson | | | | | | | | | | | | | | | | RSU/PSU | | | 2/18/20 | | | | 65,459 | | | | 9,494,828 | | | | | | | | | | | Mr. Capuano | | SAR | | | 11/24/20 | | | | 15,578 | | | | 1,193,041 | | | RSU/PSU | | | 2/18/20 | | | | 29,738 | | | | 4,313,497 | | | | | | | | | | | Ms. Linnartz | | | | | | | | | | | | | | | | RSU/PSU | | | 2/18/20 | | | | 22,304 | | | | 3,235,195 | | | | | | | | | | | Ms. Oberg | | | | | | | | | | | | | | | | RSU/PSU | | | 2/18/20 | | | | 20,615 | | | | 2,990,206 | | | | | | | | | | | Mr. Grissen | | SAR | | | 6/5/20 | | | | 102,768 | | | | 7,482,091 | | | RSU/PSU | | | 2/18/20 | | | | 22,304 | | | | 3,235,195 | |
Mr. Capuano | | | SAR | | | 5/5/23 | | | 53,628 | | | 5,520,192 | | | RSU/PSU | | | 2/15/23 | | | 25,246 | | | 4,549,834 | Ms. Oberg | | | | | | | | | | | | | | | RSU/PSU | | | 2/15/23 | | | 9,228 | | | 1,663,070 | | | | | | | | | | | | | | | | RSU/PSU | | | 8/15/23 | | | 18,560 | | | 3,833,939 | Mr. Brown | | | SAR | | | 8/3/23 | | | 6,600 | | | 383,790 | | | RSU/PSU | | | 2/15/23 | | | 5,928 | | | 1,068,344 | Mr. Breland | | | | | | | | | | | | | | | RSU/PSU | | | 2/15/23 | | | 3,710 | | | 668,616 | | | | | | | | | | | | | | | | RSU/PSU | | | 9/15/23 | | | 4,326 | | | 881,249 | Ms. Reiss | | | | | | | | | | | | | | | RSU/PSU | | | 2/15/23 | | | 5,404 | | | 973,909 |
(1)
| | | | | | | | | 50 | | | | | | Marriott International, Inc. | | |
Executive and Director Compensation
(1) | For SARs that were exercised, the number of shares in this column reflects the nominal number of shares that were subject to SARs. The number of shares actually delivered under the SARs was lower and represented the value realized on exercise divided by the market price at the time of exercise. |
(2)
| The value realized upon exercise is based on the spread between the market price of the Company’s Class A common stock at the time of exercise and the exercise price. |
(3)
| The value realized upon vesting is based on the average of the high and low stock price on the vesting date. |
The following tables include additional information regarding the value realized by the NEOs in 20202023 on the exercise or vesting of Marriott stock awards reported in the table above. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2020 SAR Exercises | | Name | | Grant
Date | | | Grant
Term | | | Exercise Date | | | Number of
Shares
Exercised | | | Exercise
Price ($) | | | Average
Market
Value at
Exercise ($) | | | Stock Price
Increase from Grant
to Exercise
Date (%) | | | Value Realized
Upon
Exercise ($) | | Mr. Capuano | | | 2/24/14 | | | | 10 years | | | | 11/24/20 | | | | 15,578 | | | | 53.25 | | | | 129.84 | | | | 144 | | | | 1,193,041 | | Mr. Grissen | | | 2/21/12 | | | | 10 years | | | | 6/5/20 | | | | 35,972 | | | | 34.67 | | | | 110.68 | | | | 219 | | | | 2,734,231 | | | | | | 2/22/13 | | | | 10 years | | | | 6/5/20 | | | | 66,796 | | | | 39.27 | | | | 110.35 | | | | 181 | | | | 4,747,860 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2020 Restricted/Performance Stock Unit Award Vesting | | Name | | Grant
Date | | | Vesting
Date | | | Number of
Shares
Vested | | | Average
Market
Value at
Grant ($) | | | Average
Market
Value at
Vesting ($) | | | Stock Price
Increase/ Decrease
from Grant
to Vesting
Date (%) | | | Value Realized
Upon
Vesting ($) | | Mr. Sorenson | | | 2/21/17 | | | | 2/18/20 | | | | 54,073 | | | | 88.31 | | | | 145.05 | | | | 64 | | | | 7,843,289 | | | | | 2/20/18 | | | | 2/18/20 | | | | 5,375 | | | | 139.54 | | | | 145.05 | | | | 4 | | | | 779,644 | | | | | | 3/5/19 | | | | 2/18/20 | | | | 6,011 | | | | 124.79 | | | | 145.05 | | | | 16 | | | | 871,895 | | Mr. Capuano | | | 2/21/17 | | | | 2/18/20 | | | | 25,710 | | | | 88.31 | | | | 145.05 | | | | 64 | | | | 3,729,236 | | | | | 2/20/18 | | | | 2/18/20 | | | | 1,864 | | | | 139.54 | | | | 145.05 | | | | 4 | | | | 270,373 | | | | | | 3/5/19 | | | | 2/18/20 | | | | 2,164 | | | | 124.79 | | | | 145.05 | | | | 16 | | | | 313,888 | | Ms. Linnartz | | | 2/21/17 | | | | 2/18/20 | | | | 17,517 | | | | 88.31 | | | | 145.05 | | | | 64 | | | | 2,540,841 | | | | | 2/20/18 | | | | 2/18/20 | | | | 2,222 | | | | 139.54 | | | | 145.05 | | | | 4 | | | | 322,301 | | | | | | 3/5/19 | | | | 2/18/20 | | | | 2,565 | | | | 124.79 | | | | 145.05 | | | | 16 | | | | 372,053 | | Ms. Oberg | | | 2/21/17 | | | | 2/18/20 | | | | 15,980 | | | | 88.31 | | | | 145.05 | | | | 64 | | | | 2,317,899 | | | | | 2/20/18 | | | | 2/18/20 | | | | 2,150 | | | | 139.54 | | | | 145.05 | | | | 4 | | | | 311,858 | | | | | | 3/5/19 | | | | 2/18/20 | | | | 2,485 | | | | 124.79 | | | | 145.05 | | | | 16 | | | | 360,449 | | Mr. Grissen | | | 2/21/17 | | | | 2/18/20 | | | | 17,517 | | | | 88.31 | | | | 145.05 | | | | 64 | | | | 2,540,841 | | | | | 2/20/18 | | | | 2/18/20 | | | | 2,222 | | | | 139.54 | | | | 145.05 | | | | 4 | | | | 322,301 | | | | | 3/5/19 | | | | 2/18/20 | | | | 2,565 | | | | 124.79 | | | | 145.05 | | | | 16 | | | | 372,053 | |
Mr. Capuano | | | 2/23/15 | | | 10 years | | | 5/5/23 | | | 23,115 | | | 82.67 | | | 176.64 | | | 114 | | | 2,172,001 | | | | 2/22/16 | | | 10 years | | | 5/5/23 | | | 30,513 | | | 66.86 | | | 176.59 | | | 164 | | | 3,348,191 | Mr. Brown | | | 2/22/21 | | | 10 years | | | 8/3/23 | | | 6,600 | | | 142.05 | | | 200.20 | | | 41 | | | 383,790 |
64 | | | Marriott International, Inc. | | | | | | | | | | 20212024 Proxy Statement | | | | | | | 51 | |
TABLE OF CONTENTS
Executive and Director Compensation
Mr. Capuano | | | 3/2/20 | | | 2/15/23 | | | 14,170 | | | 120.16 | | | 180.22 | | | 50 | | | 2,553,717 | | | | 2/22/21 | | | 2/15/23 | | | 5,280 | | | 142.05 | | | 180.22 | | | 27 | | | 951,562 | | | | 2/17/22 | | | 2/15/23 | | | 5,796 | | | 179.75 | | | 180.22 | | | 0 | | | 1,044,555 | Ms. Oberg | | | 3/2/20 | | | 2/15/23 | | | 4,816 | | | 120.16 | | | 180.22 | | | 50 | | | 867,940 | | | | 2/22/21 | | | 2/15/23 | | | 2,464 | | | 142.05 | | | 180.22 | | | 27 | | | 444,062 | | | | 2/17/22 | | | 2/15/23 | | | 1,948 | | | 179.75 | | | 180.22 | | | 0 | | | 351,069 | | | | 8/31/21 | | | 8/15/23 | | | 18,560 | | | 134.70 | | | 206.57 | | | 53 | | | 3,833,939 | Mr. Brown | | | 3/2/20 | | | 2/15/23 | | | 2,953 | | | 120.16 | | | 180.22 | | | 50 | | | 532,190 | | | | 2/22/21 | | | 2/15/23 | | | 1,584 | | | 142.05 | | | 180.22 | | | 27 | | | 285,468 | | | | 2/17/22 | | | 2/15/23 | | | 1,391 | | | 179.75 | | | 180.22 | | | 0 | | | 250,686 | Mr. Breland | | | 3/5/19 | | | 2/15/23 | | | 772 | | | 124.79 | | | 180.22 | | | 44 | | | 139,130 | | | | 3/2/20 | | | 2/15/23 | | | 802 | | | 120.16 | | | 180.22 | | | 50 | | | 144,536 | | | | 9/30/20 | | | 2/15/23 | | | 1,023 | | | 94.09 | | | 180.22 | | | 92 | | | 184,365 | | | | 2/17/22 | | | 2/15/23 | | | 1,113 | | | 179.75 | | | 180.22 | | | 0 | | | 200,585 | | | | 9/30/20 | | | 9/15/23 | | | 2,658 | | | 94.09 | | | 203.71 | | | 117 | | | 541,461 | | | | 9/30/21 | | | 9/15/23 | | | 1,668 | | | 149.89 | | | 203.71 | | | 36 | | | 339,788 | Ms. Reiss | | | 3/2/20 | | | 2/15/23 | | | 2,953 | | | 120.16 | | | 180.22 | | | 50 | | | 532,190 | | | | 2/22/21 | | | 2/15/23 | | | 1,338 | | | 142.05 | | | 180.22 | | | 27 | | | 241,134 | | | | 2/17/22 | | | 2/15/23 | | | 1,113 | | | 179.75 | | | 180.22 | | | 0 | | | 200,585 |
Nonqualified Deferred Compensation for Fiscal Year 20202023 The following table presents contributions, earnings, distributions, and balances under the EDC for the 20202023 fiscal year. | | | | | | | | | | | | | | | | | | | | | Name | | Executive
Contributions
in Last FY
($)(1) | | | Company
Contributions
in Last FY ($) | | | Aggregate
Earnings in
Last FY
($)(2) | | | Aggregate
Withdrawals /
Distributions
($) | | | Aggregate
Balance at
Last
FYE ($)(3) | | | | | | | | Mr. Sorenson | | | 236,063 | | | | 0 | | | | 253,273 | | | | — | | | | 7,864,826 | | | | | | | | Mr. Capuano | | | 17,921 | | | | 0 | | | | 37,232 | | | | — | | | | 1,154,863 | | | | | | | | Ms. Linnartz | | | 82,031 | | | | 0 | | | | 17,574 | | | | — | | | | 609,016 | | | | | | | | Ms. Oberg | | | 218,067 | | | | 0 | | | | 69,846 | | | | — | | | | 2,219,251 | | | | | | | | Mr. Grissen | | | 945,330 | | | | 0 | | | | 327,337 | | | | — | | | | 10,310,479 | |
Mr. Capuano | | | 42,000 | | | 31,500 | | | 48,566 | | | — | | | 1,431,545 | Ms. Oberg | | | 0 | | | 0 | | | 85,172 | | | — | | | 2,455,292 | Mr. Brown | | | 170,280 | | | 86,175 | | | 89,559 | | | — | | | 2,650,107 | Mr. Breland | | | 121,260 | | | 75,787 | | | 13,528 | | | — | | | 441,001 | Ms. Reiss | | | 51,800 | | | 37,104 | | | 9,360 | | | — | | | 308,595 |
(1)
| The amounts in this column consist of elective deferrals by the NEOs of salary for the 20202023 fiscal year and non-equity incentive plan compensation for 20192022 (otherwise payable in 2020)2023) under the EDC. The following table indicates the portion of each executive’s elective contributions that was attributable to 20202023 salary that is reported in the Summary Compensation Table. |
Name
| | Amounts that
Relate to the
Contribution of
| | Mr. Capuano | | | 42,000 | Mr. Sorenson
Ms. Oberg | | | 24,877 | 0 | Mr. Brown | | | 81,000 | Mr. CapuanoBreland | | | 17,921 | 43,500 | Ms. Reiss | | Ms. Linnartz
| | | 35,539 | | | | Ms. Oberg
| | | 16,754 | | | | Mr. Grissen
| | | 484,615 | 51,800 |
(2)2024 Proxy Statement | | | Marriott International, Inc. | | | 65 |
TABLE OF CONTENTS Executive and Director Compensation
(2)
| The amounts in this column reflect aggregate notional earnings during 20202023 of each NEO’s account in the EDC. Such earnings are reported in the Summary Compensation Table only to the extent that they were credited at a rate of interest in excess of 120% of the applicable federal long-term rate. The following table indicatesNo NEOs were credited with excess earnings under the portion of each executive’s aggregate earningsEDC during 2020 that is reported in the Summary Compensation Table.2023. |
(3)
| | | | | Name
| | Amounts Included in the
Summary Compensation
Table for 2020 ($)
| | | | Mr. Sorenson
| | | 133,471 | | | | Mr. Capuano
| | | 19,585 | | | | Ms. Linnartz
| | | 9,505 | | | | Ms. Oberg
| | | 37,121 | | | | Mr. Grissen
| | | 173,283 | |
(3) | This column includes amounts in each NEO’s total EDC account balance as of the last day of the 20202023 fiscal year. The amounts in this column include 2022 Company contributions credited to the accounts in 2023. The amounts shown in the Company Contributions in Last FY column are not reflected in these balances. The following table presents the portion of the Aggregate Balance that was reported as compensation in the Summary Compensation Table in the Company’s prior-year proxy statements. |
Name
| | Amounts that
were Reported
as Compensation
in Prior Year
| | Mr. Capuano | | | 449,636 | Mr. Sorenson
Ms. Oberg | | | 5,407,786 | 1,368,762 | Mr. Brown | | | 170,655 | Mr. CapuanoBreland | | | 326,427 | 0 | Ms. Reiss | | Ms. Linnartz
| | | 535,615 | | | | Ms. Oberg
| | | 1,352,008 | | | | Mr. Grissen
| | | 4,644,536 | 0 |
| | | | | | | | | 52 | | | | | | Marriott International, Inc. | | |
Executive and Director Compensation
Under the EDC, the NEOs and other participants are eligible to defer the receipt of up to 80% of their salary, bonus, and/or non-equity incentive plan compensation and/or commissions.compensation. Such amounts are fully vested. In addition, the Company may make a discretionary matching contribution to participants’ (including the NEOs’) EDC accounts, which is vested when made. 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 401(k) plan but for the application of certain nondiscrimination testing and annual compensation limitations under the Internal Revenue Code. There was no match for 2020 due to the impact of the COVID-19 pandemic on our business and industry. The Company also may make an additional discretionary contribution to participants’ (including the NEOs’) EDC accounts based on subjective factors such as individual performance, key contributions and retention needs. There were no additional discretionary contributions for the NEOs for 2020.The EDC also provides participants the opportunity for long-term capital appreciation by crediting participant accounts with a rate of return determined by the Company. The rate of return was determined largely by reference to the Company’s estimated long-term cost of borrowing and was set at 3.4%3.6% for 2020.2023. To the extent that this rate exceeds 120% of the applicable federal long-term rate, the excess is reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column of the Summary Compensation Table. Participants may elect to receive a distribution of the vested portion of their EDC accounts upon termination of employmentseparation from service or in the case of participant deferrals and Company matching contributions (and related earnings), upon a specified future date while still employed (an “in-service“in-service distribution”) , as elected by the participant.. Each year’s deferrals and Company match may have a separate distribution election. Distributions payable upon termination of employmentseparation from service may be elected as (i) a lump sum cash payment; (ii) a series of annual cash installments payable over a designated term not to exceed 20 years; or (iii) five annual cash payments beginning on the sixth January following termination of employment. In-service distributions may be elected by the participant as a single lump sum cash payment or annual cash payments over a term of two to five years, in either case beginning not earlier than the third calendar year following the calendar year of the deferral. However, in the case of amounts of $10,000 or less, or when no election regarding the form of distribution is made, the distribution will be made in a lump sum. When the participant is a “specified employee” for purposes of Section 409A of the Internal Revenue Code, any distribution payable on account of termination of employmentseparation from service will not occur until after six months following termination of employment.separation from service. Typically, the NEOs are specified employees.
66 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
TABLE OF CONTENTS Executive and Director Compensation
Potential Payments Upon Termination or Change in Control The Company does not have employment agreements or severance agreements with any of the NEOs. Under the Stock PlanPlans and the relevant award agreements, (other than Mr. Capuano’s separate RSU awards described in the CD&A), upon retirement, an NEO may continue to vest in and receive distributions under most outstanding RSUs and PSUs for the remainder of their vesting period and may exercise SARs for up to five years subject to the awards’ original terms. However, themost stock awardsaward agreements provide that if the executive retires within one year after the grant date, the executive forfeits a portion of the stock award proportional to the number of days remaining to the first vesting date. Stock awards will vest in full upon permanent disability (as defined in the Stock Plan)Plans), including at target performance level for PSUs. Under the EDC, upon retirement or termination due to permanent disability (as defined in the EDC), an NEO will immediately vest in any unvested portion of his or her EDC account.
Any cash incentive payments under the annual cash incentive program will be forfeited if an executive is not employed on the last day of the year, except that the annual cash incentive will be paid based on the target performance level, pro-rated based on the days worked during the year, upon death or disability, in addition to payment upon an NEO’s termination of employment in connection with or following a change in control as discussed below. For purposes of awards under the Stock Plan awards,Plans, retirement means a termination of employment by an executive who has attained age 55 with at least 10 years of service with the Company, or, for the EDC, has attained 20 years of service with the Company. However, for awards under the Stock Plan awards,Plans, retiree status is subject to the Committee’s (or its designee’s) prior approval, and the Committee (or its designee) has the authority to revoke approved retiree status if an executive’s employment is subsequently found to have been terminated because of the executive’s serious misconduct, or becauseif the executive has engaged in competition with the Company or criminal conduct or other behavior that is actually or potentially
Executive and Director Compensation
harmful to the Company. An NEO who dies as an employee or while an approved retiree immediately vests in his or her EDC account andunvested stock awards. These provisions were developed based on an analysis of external market data. As of December 31, 2020, each of the NEOs other than2023, Mr. Capuano, Ms. LinnartzOberg, Mr. Brown, and Ms. Reiss met the age and service conditions for retirement eligibility. Ms. LinnartzMr. Breland will meet those conditions if shehe remains employed until March 28, 2023. January 12, 2031. Under the Stock Plan,Plans, in the event of certain transactions involving a capital restructuring, reorganization or liquidation of the Company or similar event as defined in the plan,Stock Plans, the Company or its successor may in its discretion provide substitute equity awards under the Stock PlanPlans or, if no similar equity awards are available, an equivalent value as determined at that time will be credited to each NEO’s account in the EDC, provided that such action does not enlarge or diminish the value and rights under the awards. If the Company or its successor does not substitute equity awards or credit the EDC accounts, the Company or its successor will provide for the awards to be exercised, distributed, canceled, or exchanged for value. The intrinsic values of the vested and unvested SARs and unvested stock awards as of the last day of the fiscal year are indicated for each NEO in the Outstanding Equity Awards at 20202023 Fiscal Year-End table. In addition, if any NEO’s employment 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)Plans) beginning three months before and ending 12 months following a change in control (as defined under the Stock Plan)Plans) of the Company, the NEO will become fully vested in all unvested equity awards under the Stock PlanPlans (including at the target performance level for PSUs). In those circumstances, all SARs will be exercisable until the earlier of the original expiration date of the awards or 12 months (or five years for an approved retiree) 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, except that certain stock awards subject to the requirements of Section 409A of the Internal Revenue Code may not be distributable for six months following termination of employmentseparation from service if the NEO is a “specified employee” under Section 409A, which is typical. 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 termination of employment in connection with or following a change in control,control. 2024 Proxy Statement | | | Marriott International, Inc. | | | 67 |
TABLE OF CONTENTS Executive and any unvested EDC balances will immediately vest.Director Compensation
The table below reflects the intrinsic value of unvested stock awards and cash incentive payments that each NEO would receive upon retirement, disability, death, or involuntary termination of employment in connection with a change in control as of December 31, 2020,2023, the end of our fiscal year (based on the Company’s closing stock price of $131.92$225.51 on December 31, 2020)2023). Each of the NEOs was fully vested in their EDC accounts as of December 31, 2020. | | | | | | | | | | | | | | | | | | | Name | | Plan | | Retirement
($)(1) | | | Disability
($) | | | Death ($) | | | Change in
Control and
Termination ($) | | Mr. Sorenson | | Stock Plan | | | 18,882,217 | | | | 19,980,206 | | | | 19,980,206 | | | | 19,980,206 | | | | | Total Cash Incentive | | | — | | | | 2,800,000 | | | | 2,800,000 | | | | 2,800,000 | | Mr. Capuano | | Stock Plan | | | 5,148,991 | | | | 9,108,251 | | | | 9,108,251 | | | | 9,108,251 | | | | | Total Cash Incentive | | | — | | | | 656,250 | | | | 656,250 | | | | 656,250 | | Ms. Linnartz | | Stock Plan | | | — | | | | 6,461,232 | | | | 6,461,232 | | | | 6,461,232 | | | | | Total Cash Incentive | | | — | | | | 656,250 | | | | 656,250 | | | | 656,250 | | Ms. Oberg | | Stock Plan | | | 5,924,700 | | | | 6,289,323 | | | | 6,289,323 | | | | 6,289,323 | | | | | Total Cash Incentive | | | — | | | | 618,750 | | | | 618,750 | | | | 618,750 | | Mr. Grissen | | Stock Plan | | | 7,287,682 | | | | 7,840,543 | | | | 7,840,543 | | | | 7,840,543 | | | | | Total Cash Incentive | | | — | | | | 656,250 | | | | 656,250 | | | | 656,250 | |
Mr. Capuano | | | Stock Plans | | | 43,325,258 | | | 45,503,082 | | | 45,503,082 | | | 45,503,082 | | | | Total Cash Incentive | | | — | | | 2,800,000 | | | 2,800,000 | | | 2,800,000 | Ms. Oberg | | | Stock Plans | | | 14,322,454 | | | 19,112,341 | | | 19,112,341 | | | 19,112,341 | | | | Total Cash Incentive | | | — | | | 936,000 | | | 936,000 | | | 936,000 | Mr. Brown | | | Stock Plans | | | 10,048,850 | | | 10,475,518 | | | 10,475,518 | | | 10,475,518 | | | | Total Cash Incentive | | | — | | | 810,000 | | | 810,000 | | | 810,000 | Mr. Breland | | | Stock Plans | | | — | | | 6,742,516 | | | 6,742,516 | | | 6,742,516 | | | | Total Cash Incentive | | | — | | | 725,000 | | | 725,000 | | | 725,000 | Ms. Reiss | | | Stock Plans | | | 8,718,624 | | | 9,074,246 | | | 9,074,246 | | | 9,074,246 | | | | Total Cash Incentive | | | — | | | 740,000 | | | 740,000 | | | 740,000 |
(1)
| TheseThe Stock PlanPlans amounts will become exercisable or be distributed following retirement over the period described in the awards, subject to the conditions not to engage in competition or other conduct injurious to the Company as described in more detail above, provided that, a portion of the stock awards granted on March 2, 2020February 16, 2023 will remain outstanding based on the number of days from the grant date through the retirement date.
|
The benefits presented in the table above are in addition to benefits available prior to the occurrence of any termination of employment, including benefits available under then-exercisable SARs and vested EDC balances, and benefits available generally to salaried associates such as benefits under the Company’s 401(k) plan, group medical and dental | | | | | | | | | 54 | | | | | | Marriott International, Inc. | | |
Executive and Director Compensation
plans, life and accidental death insurance plans, disability programs, health and dependent care spending accounts, and accrued paid time off. The actual amounts that would be paid upon an NEO’s termination of employment can be determined only at the time of any such event. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed above, any actual amounts paid or distributed may be higher or lower than reported above. Factors that could affect these amounts include the timing during the year of any such event, the Company’s stock price and the executive’s age. In addition, in connection with any actual termination of employment or change in control transaction, the Company may determine to enter into an agreement or to establish an arrangement providing additional benefits or amounts, or altering the terms of benefits described above, as the Committee determines appropriate. The 20202023 annual total compensation of the median compensated employee was $36,352;$44,805; Mr. Sorenson’s 2020Capuano’s 2023 annual total compensation was $8,926,356,$22,654,314 and the ratio of these amounts was 1-to-246.1-to-506. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. To identify our 20202023 median employee from our employee population on NovemberOctober 1, 2020,2023, our determination date, we used total gross earnings, which we measured over a 10-month9-month period that included the January 1 to October 31, 2020September 30, 2023 payroll cycles. We estimated total gross earnings for full- and part-time permanent employees who did not work for the entire 10-month9-month period including those who were furloughed or on unpaid leaves of absence, based on their earnings for the portion of the period that they worked. At non-U.S. managed hotels, where employment laws and practices may vary, we included only those individuals who are identified as employees ondirectly employed by Marriott or one of its affiliates. 68 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
TABLE OF CONTENTS Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the recordsfollowing information about the relationship between executive compensation actually paid and certain financial performance measures of the business units where they work.Company. “Compensation Actually Paid” is calculated in accordance with SEC rules and does not reflect the actual amount of compensation earned or paid during the applicable year. For information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the “Compensation Discussion and Analysis.” 2023 | | | 22,664,045 | | | N/A | | | 55,505,310 | | | N/A | | | 5,614,105 | | | 13,472,702 | | | 152.02 | | | 111.92 | | | 3,083 | | | 4,656 | 2022 | | | 18,715,093 | | | N/A | | | 18,024,813 | | | N/A | | | 6,347,929 | | | 5,522,019 | | | 99.32 | | | 67.29 | | | 2,358 | | | 3,853 | 2021 | | | 18,391,882 | | | 12,278,151 | | | 24,543,932 | | | 12,783,673 | | | 8,828,835 | | | 12,123,239 | | | 109.56 | | | 88.83 | | | 1,099 | | | 2,278 | 2020 | | | N/A | | | 8,926,356 | | | N/A | | | 5,466,550 | | | 4,168,088 | | | 3,197,807 | | | 87.47 | | | 74.12 | | | (267) | | | 1,147 |
(1)
| Mr. Capuano became the Company’s CEO in February 2021 after the passing of Mr. Sorenson. The amount reported as the Summary Compensation Table Total for Mr. Capuano in 2022, and as a result the Compensation Actually Paid to Mr. Capuano, have been corrected as discussed in the footnotes to the Summary Compensation Table. |
(2)
| Assumptions used in the valuation of equity awards for purposes of calculating Compensation Actually Paid were materially the same as at grant date except for adjusting for expected performance of PSUs at each measurement date. |
(3)
| In accordance with SEC rules, the following adjustments were made to the Summary Compensation Table Total to determine the Compensation Actually Paid for 2023: |
Summary Compensation Table Total | | | 22,664,045 | | | 5,614,105 | Less, value of Stock Awards and SAR Awards reported in Summary Compensation Table | | | (14,682,678) | | | (3,119,601) | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | | | 20,868,559 | | | 4,454,581 | Plus, year over year change in fair value of outstanding and unvested equity awards granted in prior years | | | 24,436,802 | | | 5,537,691 | Plus, change in fair value from prior year end to vesting date of equity awards granted in prior years that vested in the year | | | 2,218,582 | | | 985,926 | Compensation Actually Paid | | | 55,505,310 | | | 13,472,702 |
(4)
| Non-PEO NEOs include the following for 2023: Ms. Oberg, Mr. Brown, Mr. Breland, and Ms. Reiss. Non-PEO NEOs include the following for 2021 and 2022: Stephanie Linnartz, our former President, Ms. Oberg, Craig Smith, our former Group President, International, and Mr. Brown. Non-PEO NEOs include the following for 2020: Mr. Capuano, David Grissen, our former Group President, the Americas, Ms. Linnartz and Ms. Oberg. |
(6)
| The peer group used for this purpose is Standard & Poor’s Hotels, Resorts & Cruise Lines Index. |
(7)
| Adjusted EBITDA under the Annual Incentive Plan is calculated in the same manner 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 as detailed within the “Compensation Discussion and Analysis – Annual Incentives” above. |
2024 Proxy Statement | | | Marriott International, Inc. | | | 69 |
TABLE OF CONTENTS Executive and Director Compensation
Relationships Between Compensation Actually Paid and TSR, Net Income and Adjusted EBITDA In accordance with SEC rules, the Company is providing the following depictions of the relationships between information presented in the Pay Versus Performance table. Pay Versus Performance Pay Versus Performance 70 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
TABLE OF CONTENTS Executive and Director Compensation
Pay Versus Performance The most important financial performance measures used by the Company to link executive Compensation Actually Paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows: Adjusted EBITDA | | | Adjusted EBITDA is the primary metric in our Annual and Long-Term incentive plans | Relative Total Stockholder Return | | | Relative TSR is a component of our Long-Term Incentive plan |
In addition to these financial performance measures, the Company views stock price as a key driver of value for all of our equity awards and in particular SARs, which have no value unless the stock price appreciates from the date of grant. We also align compensation with achievement of our key growth priorities as described further under “Compensation Discussion and Analysis – Annual Incentives” above. 2024 Proxy Statement | | | Marriott International, Inc. | | | 71 |
TABLE OF CONTENTS Our director compensation program is reviewed annually. The Committee reviews annual director compensation at the 50th50th percentile of external market data, which includes surveys of similarly-sized, cross-industry companies, as well as a custom peer group of companies specifically selected by the Committee. This is the same compensation peer group the Committee reviews when setting NEO compensation. See “Market Data” above. 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 representthis represents the appropriate reference against which our director compensation program should be assessed. To provide additional context, the Committee considers director compensation practices of select competitors in the lodging industry. The Committee also reviews and considers historical financial, business and total stockholder return results, as well as the external view of various stakeholders such as stockholders and proxy advisors. For 2020,
In May 2023, following a review of the Company’s director compensation program under the above framework, as well as consultation with the Compensation Consultant, the Committee set recommended, and the Board approved, an increase to the annual deferred share award value from $185,000 to $200,000, an increase to the Lead Independent Director fee value from $50,000 to $60,000, an increase to the Audit Committee chair fee value from $30,000 to $35,000, an increase to the other (non-Audit) committee chair fee values from $20,000 to $25,000, and an increase to the Audit Committee member retainer fee value from $15,000 to $20,000, in each case effective May 1, 2023, to better align with market compensation levels. As a result of these changes, we paid non-employee director directors (other than Mr. David Marriott) compensation in the form of annual cash retainer fees and a Non-Employee Director Deferred Share AwardsAward (“Deferred Share Awards”Award”) under the 2023 Stock Plan, for 2020, as follows: | | | | | Type of Fee (all fees below are annual)
| | Amount of Fee
($)
| | Board Retainer Fee
| | | 85,000 | | Deferred Share Award
| | | 165,000 | | Lead Independent Director Fee
| | | 40,000 | | Audit Committee Chair Fee
| | | 30,000 | | Other (Non-Audit) Committee Chair Fee
| | | 20,000 | | Audit Committee Member Retainer Fee
| | | 15,000 | |
Board Retainer Fee | | | 100,000 | | | 100,000 | Deferred Share Award | | | 185,000 | | | 200,000 | Lead Independent Director Fee | | | 50,000 | | | 60,000 | Audit Committee Chair Fee | | | 30,000 | | | 35,000 | Other (Non-Audit) Committee Chair Fee | | | 20,000 | | | 25,000 | Audit Committee Member Retainer Fee | | | 15,000 | | | 20,000 |
Executive and Director Compensation
We typically pay retainer, chair and lead independent director cash fees on a quarterly basis. However, due to the impact of the COVID-19 pandemic on our business, in March 2020, the Board determined that all director cash fees payable for services during the 2020 fiscal year be reduced to zero, regardless of whether a director had elected previously to defer all or a portion of such cash fees, as explained below. In accordance with established Company procedures, a director may make an advance election to defer payment of all or a portion of his or her director cash fees pursuant to the Stock PlanPlans and/or the EDC. Director cash fees that are deferred pursuant to the Stock PlanPlans will be credited as stock units to the director’s stock unit account in the plan. As elected by the director, director cash fees that are credited to the director’s stock unit account as stock units may be distributed as an equal number of shares in a lump sum or in one to 10 annual installments following termination of service as a Board member. Additional stock units are credited to the director’s stock unit account to reflect any dividends paid on our Class A common stock in a number equal to (x) the per-share cash dividend amount multiplied by the number of stock units in the director’s account divided by (y) the average of the high and low prices of a share of our Class A common stock on the dividend payment date. Alternatively, a director may make an advance election to receive payment of all or any part of his or her director fees in the form of SARs having an equivalent grant date value. We grant director SARs with an exercise price equal to the grant date fair market value (the average of the high and low quoted prices of the Company stock on the grant date) and a 10-year term. The SARs becomeare fully vested and become exercisable on the last business day immediately preceding the next annual meeting of stockholdersafter one year or, if earlier, upon the director’s termination of service due to death or permanent disability. The Company grants Deferred Share Awards to directors following the Company’s annual meetingAnnual Meeting. Share Awards granted in 2023 vest, subject to continued service on the Board, and become nonforfeitable on a daily pro-rata basis over the term of stockholders. A Deferred Share Award is a fully vestedoffice, which expires at the Annual Meeting following the grant ofdate and are distributed in stock that is distributed in a lump sum following the termination ofdirector’s separation from service, as a Board member, unless the director elects to have the award distributed on the one-year anniversary of the grant date or in one to 10 annual installments following termination of service as a Board member.separation from service. Directors make their elections in the year prior to grant of the award. Deferred Share Awards neither accrue dividend equivalents nor provide voting rights until the stock is distributed. In connection with David Marriott’s election as the Chairman of the Board in May 2022, the Committee recommended, and the Board approved, an annual cash fee of $2,000,000 in lieu of the cash and equity fees and awards described above. As described elsewhere in this proxy statement, 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 determined that Mr. Marriott was uniquely qualified to serve as Chairman and that his service would provide a competitive advantage to 72 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
TABLE OF CONTENTS Executive and Director Compensation
the Company. In addition, the Board has assigned Mr. Marriott additional responsibilities, including representing the Company at both internal and external events to help further the Company’s strategic goals and to promote the Company’s business, brands, culture, values and goodwill. These responsibilities require significant time commitments, and as a result, the Board determined such responsibilities warrant the approved cash fee. Furthermore, given his significant Company shareholdings, the Board determined that Mr. Marriott’s interests were appropriately aligned with those of the Company’s stockholders, and that 100% cash-based compensation was appropriate. The Company reimburses directors for travel expenses, other out-of-pocket costs they incur when attending meetings and, for one meeting per year, attendance by spouses. To encourage our directors to visitexperience and personally evaluate our portfolio of properties, the Company offers directors also receive complimentary rooms, food and beverages at Company-owned, operated or franchised hotels,beverage, and certain other amenities and activities (such as well as the use of hotel-related services such as Marriott-managed golfspa and spa facilities, whengolf) while on personal travel. We reporttravel at properties within the value of these benefits to the directors as taxable compensation and do not provide the directors any gross-up to cover such taxes.Company’s lodging portfolio. The Board believes that stock ownership by non-employee directors is essential for aligning their interests with those of our stockholders. To emphasize this principle, Board stock ownership guidelines require that each non-employee director own Company stock or vested stock units valued at three times the director’s combined annual cash and stock retainers, or roughly nine times the annual cash retainer. Directors are required to retain 50% of the net after-tax shares under equity awards granted after becoming a director until they satisfy the required stock ownership levels. All non-employee directors who have served as directors of the Company for five years or more have met this goal. | | | | | | | | | 56 | | | | | | Marriott International, Inc. | | |
Executive and Director Compensation
Director Compensation for Fiscal Year 2020 2023 The following Director Compensation Table presents the compensation we paid in 20202023 to our non-employee directors. As officers, J.W. Marriott, Jr. and Arne M. Sorenson werean officer, Mr. Capuano was not paid for theirhis service as directors. | | | | | | | | | | | | | | | | | | | | | Name | | Fees Earned or
Paid in Cash
($)(1) | | | Stock Awards
($)(2)(3) | | | Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings
($)(4) | | | All Other
Compensation
($)(5) | | | Total ($) | | Mary K. Bush (retired effective May 8, 2020) | | | 0 | | | | 0 | | | | — | | | | — | | | | 0 | | Bruce W. Duncan (resigned effective July 22, 2020) | | | 0 | | | | 165,047 | | | | — | | | | — | | | | 32,163 | | Deborah M. Harrison | | | 0 | | | | 165,047 | | | | — | | | | — | | | | 165,047 | | Frederick A. Henderson | | | 0 | | | | 165,047 | | | | — | | | | — | | | | 165,047 | | Eric Hippeau | | | 0 | | | | 165,047 | | | | — | | | | 10,000 | | | | 175,047 | | Lawrence W. Kellner | | | 0 | | | | 165,047 | | | | — | | | | — | | | | 165,047 | | Debra L. Lee | | | 0 | | | | 165,047 | | | | 2,625 | | | | — | | | | 167,672 | | Aylwin B. Lewis | | | 0 | | | | 165,047 | | | | 2,506 | | | | — | | | | 167,553 | | Margaret M. McCarthy | | | 0 | | | | 165,047 | | | | — | | | | 24,537 | | | | 189,584 | | George Muñoz | | | 0 | | | | 165,047 | | | | 6,771 | | | | — | | | | 171,818 | | Steven S Reinemund (retired effective May 8, 2020) | | | 0 | | | | 0 | | | | 3,210 | | | | — | | | | 3,210 | | Susan C. Schwab | | | 0 | | | | 165,047 | | | | 513 | | | | — | | | | 165,560 | |
Isabella D. Goren | | | 133,173 | | | 200,162 | | | — | | | 16,315 | | | 349,650 | Deborah M. Harrison | | | 100,000 | | | 200,162 | | | — | | | 15,264 | | | 315,426 | Frederick A. Henderson | | | 197,692 | | | 200,162 | | | — | | | — | | | 397,854 | Eric Hippeau | | | 100,000 | | | 200,162 | | | — | | | 20,000 | | | 320,162 | Lauren R. Hobart | | | 79,570 | | | 200,162 | | | — | | | — | | | 279,732 | Debra L. Lee | | | 123,173 | | | 200,162 | | | 0 | | | 24,735 | | | 348,070 | Aylwin B. Lewis | | | 141,346 | | | 200,162 | | | 0 | | | 5,300 | | | 346,808 | David S. Marriott | | | 2,000,000 | | | — | | | — | | | 31,091 | | | 2,031,091 | Margaret M. McCarthy | | | 141,346 | | | 200,162 | | | — | | | 17,875 | | | 359,383 | George Muñoz | | | 35,559 | | | — | | | 0 | | | 1,371 | | | 37,930 | Grant F. Reid | | | 92,262 | | | 200,162 | | | — | | | 18,835 | | | 311,259 | Horacio D. Rozanski | | | 100,050 | | | 200,162 | | | — | | | — | | | 300,212 | Susan C. Schwab | | | 100,000 | | | 200,162 | | | 0 | | | 14,677 | | | 314,839 |
(1)
| This column includes any fees that the directors elected to defer as stock units to their stock unit accounts in the Stock Plan,Plans, and fees that were deferred pursuant to the EDC, as set forth below. No directorAs he had elected, to receive their feesMr. Rozanski received a grant of SARs on May 16, 2023, in the formlieu of SARs. As noted above, due to the impactcash payment of the COVID-19 pandemic on our business, in March 2020, the Board determined that all directorhis annual cash fees payable for services during the 2020 fiscal year be reduced to zero. retainer. |
(2)
| Each non-employee director (other than Mr. Marriott) was granted a Deferred Share Award on May 13, 2020, for 2,145 shares.16, 2023, covering 1,143 shares, that vests on a pro-rata basis over the course of the year following the grant date. In accordance with the Company’s equity compensation grant procedures, the awards were determined by dividing the target value of the Deferred Share Award by the average of the high and low prices of a share of the Company’s Class A common stock on the date the awards were granted, which was $76.95$175.12 per share. The amounts reported in the “Stock Awards” column reflect the grant date fair value of the award, determined in accordance with accounting guidance for share-based payments. Ms. Bush and Mr. Reinemund received no award due to retirement from the Board. Mr. Duncan received a full award that was later prorated to 418 shares based on his departure from the Board prior to the end of the Board year. |
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Executive and Director Compensation
(3)
| The following table indicates the number of outstanding SARs, RSUs, and Deferred Share Awards and other shares of deferred stock units (collectively, “DS”) held by each director at the end of 2020.2023. This table also includes MVWMarriott Vacations Worldwide (“MVW”) DS awards settled in shares of MVW stock, resulting from adjustments to the Company DS awards for the Company’s timeshare business spin-off in 2011. A portion of the DS awards held by Messrs. Duncan andMr. Hippeau reflectreflects Starwood awards, which, in connection with the Starwood combination in 2016, converted into awards settled in Marriott stock. This table does not reflect accrued dividend equivalents that are paid in cash upon settlement of the converted Starwood DS awards. |
| | | | | | | | | | | | | | | | | | | Name | | Award Type | | Number of Securities Underlying
Unexercised Director Options/
SARs | | | Number of Shares or
Units of Stock That
Have Not Vested (#) | | | Number of Shares or
Units of Stock That
Have Vested (#) | | | | Exercisable (#) | | | Unexercisable (#) | | Ms. Bush | | DS | | | — | | | | — | | | | — | | | | 20,820 | | | | | MVW DS | | | — | | | | — | | | | — | | | | 1,175 | | Mr. Duncan | | DS | | | — | | | | — | | | | — | | | | 11,586 | | Mrs. Harrison | | DS | | | — | | | | — | | | | 776 | | | | 2,661 | | | | RSU | | | — | | | | — | | | | — | | | | 2,238 | | | | | SARs | | | 7,588 | | | | — | | | | — | | | | — | | Mr. Henderson | | DS | | | — | | | | — | | | | 776 | | | | 13,955 | | Mr. Hippeau | | DS | | | — | | | | — | | | | 776 | | | | 38,189 | | Mr. Kellner | | DS | | | — | | | | — | | | | 776 | | | | 24,168 | | | | | MVW DS | | | — | | | | — | | | | — | | | | 1,021 | | Ms. Lee | | DS | | | — | | | | — | | | | 776 | | | | 33,803 | | | | | MVW DS | | | — | | | | — | | | | — | | | | 1,704 | | Mr. Lewis | | DS | | | — | | | | — | | | | 776 | | | | 6,254 | | Ms. McCarthy | | DS | | | — | | | | — | | | | 776 | | | | 2,661 | | Mr. Muñoz | | SARs | | | 21,375 | | | | — | | | | — | | | | — | | | | DS | | | — | | | | — | | | | 776 | | | | 45,474 | | | | | MVW DS | | | — | | | | — | | | | — | | | | 3,481 | | Mr. Reinemund | | DS | | | — | | | | — | | | | — | | | | 3,022 | | | | | MVW DS | | | — | | | | — | | | | — | | | | 173 | | Ms. Schwab | | DS | | | — | | | | — | | | | 776 | | | | 4,411 | |
Ms. Goren | | | DS | | | — | | | — | | | 423 | | | 1,831 | Mrs. Harrison | | | DS | | | — | | | — | | | 423 | | | 2,012 | | | | SARs | | | 7,588 | | | — | | | — | | | — | Mr. Henderson | | | DS | | | — | | | — | | | 423 | | | 17,786 | Mr. Hippeau | | | DS | | | — | | | — | | | 423 | | | 39,391 | Ms. Hobart | | | DS | | | — | | | — | | | 423 | | | 720 | Ms. Lee | | | DS | | | — | | | — | | | 423 | | | 33,154 | | | | MVW DS | | | — | | | — | | | — | | | 1,704 | Mr. Lewis | | | DS | | | — | | | — | | | 423 | | | 10,457 | Mr. D. Marriott | | | DS | | | — | | | — | | | — | | | 1,224 | | | | RSU | | | — | | | — | | | — | | | 7,721 | Ms. McCarthy | | | DS | | | — | | | — | | | 423 | | | 6,492 | Mr. Muñoz | | | SARs | | | 9,557 | | | — | | | — | | | — | | | | DS | | | — | | | — | | | — | | | 48,946 | | | | MVW DS | | | — | | | — | | | — | | | 3,562 | Mr. Reid | | | DS | | | — | | | — | | | 423 | | | 720 | Mr. Rozanski | | | SARs | | | 1,689 | | | 1,482 | | | — | | | — | | | | DS | | | — | | | — | | | 423 | | | 3,055 | Ms. Schwab | | | DS | | | — | | | — | | | 423 | | | 8,242 |
(4)
| The values reported equal the earnings credited to accounts in the EDC to the extent they were credited at a rate of interest exceeding 120% of the applicable federal long-term rate, as discussed for the NEOs under “Nonqualified Deferred Compensation for Fiscal Year 2020”2023” above. |
(5)
| This column includes Company contributions to the EDC which were zero for fiscal year 2020,for 2023 and perquisites and personal benefits, including complimentary rooms, food and beverages at Company-owned, operated or franchised hotels, as well asHotel Stay Benefits (as described on page 53). For Mr. Marriott, this column also includes the incremental costs associated with his limited personal use of hotel-related servicesthe Company’s corporate aircraft that is not pursuant to his time sharing agreement. The Company determines the incremental cost associated with personal use of the corporate aircraft by adding (i) the product of the aircraft’s variable operating costs per hour multiplied by the personal flight hours and the hours for any related deadhead flights, (ii) the cost of fuel and other flight-specific expenses for the personal trip, or, in the case of a mixed personal and business trip, a percentage of the cost of such as Marriott-managed golfflight-specific expenses attributable to the percentage of personal flight hours for the trip, and spa facilities, when on personal travel.(iii) an allocable portion of the Company’s cost to purchase aircraft carbon emissions offsets. The values in this column do not include perquisites and personal benefits that were less than $10,000 in aggregate for any director for the fiscal year. |
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Executive and Director Compensation
Securities Authorized for Issuance under Equity Compensation Plans The following table sets forth information about the securities authorized for issuance under the Company’s equity compensation plans as of December 31, 2020. | | | | | | | | | | | | | Plan Category | | Number of Securities
to be Issued
Upon Exercise of
Outstanding Options/SARs,
Warrants and Rights | | | Weighted-Average
Exercise Price of
Outstanding Options/SARs,
Warrants and Rights | | | Number of Securities
Remaining Available for
Future Issuance under
Equity Compensation Plans
(excluding securities
reflected in the first column) | | Equity compensation plans approved by stockholders | | | 8,057,820 | (1) | | $ | 38.26 | | | | 17,969,072 | (2) | Equity compensation plans not approved by stockholders(3) | | | 557,674 | | | | — | | | | 10,885,822 | | Total | | | 8,615,494 | | | | | | | | 28,854,894 | | | | | | | | | | | | | | |
Equity compensation plans approved by stockholders | | | 4,816,347(1) | | | $ 159.99 | | | 15,606,984(2) | Equity compensation plans not approved by stockholders | | | 271,851(3) | | | — | | | 0 | Total | | | 5,088,198 | | | | | | 15,606,984 |
(1)
| Includes 5,981,6233,782,268 shares subject to outstanding PSU, RSU,PSUs, RSUs, deferred stock bonus,bonuses, and Deferred Share Awards granted under the Stock Plan,Plans, which are not included in the calculation of the Weighted-Average Exercise Price column. Includes 339,782288,905 shares issuable at target under outstanding PSUs. |
(2)
| Consists of 7,759,338 securities11,799,825 shares available for issuance under the 2023 Stock Plan and 10,209,734 securities3,807,159 shares available for issuance under the Company’s Employee Stock Purchase Plan. |
(3)
| Represents shares subject to outstanding restricted stock, RSU,RSUs and deferred stock awards and shares remaining available for future issuance under the Starwood Hotels & Resorts Worldwide 2013 Long-Term Incentive Compensation Plan. |
The Company assumed the Starwood Hotels & Resorts Worldwide 2013 Long-Term Incentive Compensation Plan (the “Starwood LTIP”) in connection with the acquisition of Starwood. The Starwood LTIP authorizes the award of stock options, SARs, restricted stock, RSUs, PSUs and other equity-based or equity-related awards to employees and consultants, except that awards cannot be granted to any person who was an employee of the Company or its subsidiaries at the time of the acquisition. The Starwood LTIP is administered by the Human Resources and Compensation Committee, of the Company’s Board, which may delegate to one or more executive officers or directors the authority to grant awards under the plan. No shares remain available for issuance under the Starwood LTIP. | | | | | | | | | | | | | 20212024 Proxy Statement | | | Marriott International, Inc. | | | | 59 | 75 |
TABLE OF CONTENTS
Stock Ownership STOCK OWNERSHIP
Stock Ownership of our Directors, Executive Officers
and Certain Beneficial Owners The table below sets forth the beneficial ownership of Class A common stock by our current directors, our named executive officers,NEOs, and our current directors and executive officers as a group, as of March 1, 20212024 (unless otherwise noted), as well as additional information about beneficial owners of more than five percent5% of the Company’s Class A common stock. Ownership consists of sole voting and sole investment power, except as indicated in the notes below, and except for shares registered in the name of children sharing the same household or subject to any community property laws. Unless otherwise noted, the current address for all greater than five percent5% beneficial owners is Marriott International, Inc., 10400 Fernwood Road,7750 Wisconsin Avenue, Bethesda, Maryland 20817.20814. Note on Various Marriott Family Holdings: SEC rules require reporting of beneficial ownership of certain shares by multiple parties, resulting in double countingdouble-counting of some shares. After eliminating the double-counting of shares beneficially owned, J.W. Marriott, Jr., Deborah M. Harrison, and David S. Marriott together have an aggregate beneficial ownership of 12.20 percent12.88% of Marriott’s outstanding shares. The aggregate total beneficial ownership of J.W. Marriott, Jr., Deborah M. Harrison, David S. Marriott and each of the “Other 5%≥5% Beneficial Owners” shown below, except for The Vanguard Group and FMR, LLC,BlackRock, Inc., is 16.26 percent17.12% of outstanding shares after removing the double-counted shares. These individuals each disclaim beneficial ownership in excess of his or her pecuniary interest over shares owned by other members of the Marriott family and the entities named below except as specifically disclosed in the footnotes following the table below. | | | | | | | | | | | Name | | Shares Beneficially Owned | | Percent of Class(1) | Directors and Director Nominees: | | | | | | | | | | | J.W. Marriott, Jr. | | | | 36,726,150 | (2)(3)(4)(5) | | | | 11.28 | % | Anthony G. Capuano | | | | 147,622 | (8) | | | | * | | Deborah M. Harrison | | | | 29,172,735 | (3)(4)(6) | | | | 8.96 | % | Frederick A. Henderson | | | | 16,371 | (7) | | | | * | | Eric Hippeau | | | | 62,721 | (7) | | | | * | | Lawrence W. Kellner | | | | 26,943 | (7) | | | | * | | Debra L. Lee | | | | 35,219 | (7) | | | | * | | Aylwin B. Lewis | | | | 16,097 | (7) | | | | * | | David S. Marriott | | | | 30,087,504 | (3)(4)(14) | | | | 9.24 | % | Margaret M. McCarthy | | | | 5,437 | (7) | | | | * | | George Muñoz | | | | 62,007 | (7)(8) | | | | * | | Horacio D. Rozanski | | | | 0 | * | | | | | | Susan C. Schwab | | | | 10,783 | (7) | | | | * | | Other Named Executive Officers: | | | | | | | | | | | Stephanie C. Linnartz | | | | 59,814 | (8) | | | | * | | David J. Grissen | | | | 173,188 | (8) | | | | * | | Kathleen K. Oberg | | | | 68,878 | (8) | | | | * | | All Current Directors and Executive Officers as a Group: (20 persons) | | | | 40,431,194 | (9) | | | | 12.41 | % | Other 5% Beneficial Owners: | | | | | | | | | | | Richard E. Marriott | | | | 21,562,663 | (2)(11) | | | | 6.62 | % | John W. Marriott III | | | | 25,459,327 | (4)(10) | | | | 7.82 | % | Juliana B. Marriott | | | | 24,845,133 | (4)(12) | | | | 7.63 | % | Jennifer R. Jackson | | | | 24,235,596 | (4)(13) | | | | 7.44 | % | Michelle E. Marriott | | | | 24,247,929 | (4)(15) | | | | 7.44 | % | Juliana B. Marriott Marital Trust | | | | 24,665,113 | (4)(16) | | | | 7.57 | % | JWM Family Enterprises, Inc. | | | | 24,227,118 | (4) | | | | 7.44 | % | JWM Family Enterprises, L.P. | | | | 24,227,118 | (4) | | | | 7.44 | % | | | | The Vanguard Group | | | | 21,050,238 | (17) | | | | 6.46 | % | 100 Vanguard Blvd. Malvern, PA 19355 | | | | | | | | | | | | | | FMR LLC | | | | 16,806,124 | (18) | | | | 5.16 | % | 245 Summer Street Boston, MA 02210 | | | | | | | | | | |
| | | Shares Beneficially Owned | | | | | | Percent of Class(1) | 60Directors and Director Nominees: | | | | | | | Anthony G. Capuano | | | 190,922(8) | | | * | Isabella D. Goren | | | 2,254(7) | | | * | Deborah Marriott Harrison | | | 26,599,753 (3)(4)(6) | | | 9.20% | Frederick A. Henderson | | | 18,209(7) | | | * | Eric Hippeau | | | 41,286(7) | | | * | Lauren R. Hobart | | | 1,143(7) | | | * | Debra L. Lee | | | 34,688(7) | | | * | Aylwin B. Lewis | | | 19,948(7) | | | * | David S. Marriott | | | 27,557,312(3)(4)(14) | | | 9.53% | Margaret M. McCarthy | | | 8,915(7) | | | * | Grant F. Reid | | | 1,143(7) | | | * | Horacio D. Rozanski | | | 4,041(7)(8) | | | * | Susan C. Schwab | | | 14,270(7) | | | * | Other Named Executive Officers: | | | | | | | Kathleen K. Oberg | | | 29,784(8) | | | * | William P. Brown | | | 29,091(8) | | | * | Benjamin T. Breland | | | 16,089(8) | | | * | Rena H. Reiss | | | 59,098(8) | | | * | All Current Directors and Executive Officers as a Group:
(23 persons) | | | 29,118,895(9) | | | 10.07% |
76 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
TABLE OF CONTENTS
Other ≥5% Beneficial Owners: | | | | | | | J.W. Marriott, Jr. | | | 34,453,143(2)(3)(4)(5) | | | 11.92% | Richard E. Marriott | | | 18,960,717(2)(11) | | | 6.56% | John W. Marriott III | | | 23,197,754(4)(10) | | | 8.02% | Juliana B. Marriott | | | 22,447,173(4)(12) | | | 7.76% | Jennifer R. Jackson | | | 22,048,445(4)(13) | | | 7.63% | Michelle Marriott Darmody | | | 22,132,948(4)(15) | | | 7.65% | Juliana B. Marriott Marital Trust | | | 22,429,046(4)(16) | | | 7.76% | Christopher T. Harrison | | | 22,148,921(4)(17) | | | 7.66% | JWM Family Enterprises, Inc. | | | 22,027,118(4) | | | 7.62% | The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355 | | | 20,978,577(18) | | | 7.26% | BlackRock, Inc.
50 Hudson Yards
New York, NY 10001 | | | 15,212,482(19) | | | 5.26% |
(1)
| Based on the number of shares outstanding, 325,557,983288,971,067 on March 1, 2021,2024, plus the number of shares acquirable by the specified person(s) within 60 days of March 1, 2021,2024, as described below. The underlying share amounts for SARs are all based on the $148.47$250.00 closing price of Marriott’s Class A Common Stock on March 1, 2021.2024. |
(2)
| Includes the following 9,567,0127,380,988 shares that both J.W. Marriott, Jr. and his brother Richard E. Marriott report as beneficially owned: (a) 2,727,5341,263,230 shares held by two trusts for the benefit of theirthe children of J.W. Marriott, Jr., for which J.W. Marriott, Jr. and Richard E. Marriott serve as co-trustees; (b) 3,523,7373,227,112 shares owned by The J. Willard & Alice S. Marriott Foundation, a charitable foundation, for which J.W. Marriott, Jr., Richard E. Marriott, David S. Marriott, and Deborah M. Harrison serve as co-trustees; and (c) 3,315,7412,890,646 shares held by a limited liability company for which J.W. Marriott, Jr. and Richard E. Marriott serve as co-managers. |
(3)
| Includes (a) 240,000 shares owned by sixtwelve trusts for the benefit of the grandchildren and more remote descendants of J.W. Marriott, Jr., for which J.W. Marriott, Jr.’s spouse and each of his children serve as co-trustees and that J.W. Marriott, Jr., his daughter Deborah M. Harrison, and his sonsons David S. Marriott and John W. Marriott III each report as beneficially owned; and (b) 67,125 shares owned by The Bill and Donna Marriott Foundation, a charitable foundation, for which J.W. Marriott, Jr., his spouse, Deborah M. Harrison, and David S. Marriott serve as co-trustees and each report as beneficially owned. |
(4)
| Includes the following 24,227,11822,027,118 shares that J.W. Marriott, Jr., his children John W. Marriott III, Deborah M. Harrison, and David S. Marriott, his daughter-in-law Juliana B. Marriott, his granddaughtersgrandchildren Michelle E. Marriott andDarmody, Jennifer R. Jackson and Christopher T. Harrison, the Juliana B. Marriott Marital Trust, JWM Family Enterprises, Inc., and JWM Family Enterprises, L.P.Inc. each report as beneficially owned: (a) 9,199,9997,517,119 shares held by JWM Family Enterprises, L.P, whose sole general partner is JWM Family Enterprises, Inc.; (b) 8,319,999 shares owned by Thomas Point Ventures, L.P.; (b) 3,840,000 shares owned by Anchorage Partners, L.P., whose sole general partner is JWM Family Enterprises, Inc.; (c) 360,000160,000 shares owned by Dauntless Limited Holdings, LLC; (d) 360,000 shares ownedheld by Terrapin Limited Holdings, LLC; (e) 340,000LLC, whose sole member is JWM Family Enterprises, L.P.; (d) 150,000 shares ownedheld by Short North Limited Holdings, LLC; (f)LLC, whose sole member is JWM Family Enterprises, L.P; (e) 3,000,000 shares owned by Penny Lane Limited Holdings, LLC; and (g) 7,127,119LLC, whose sole member is JWM Family Enterprises, L.P; (f) 1,840,000 shares owned by Anchorage Partners, L.P., whose sole general partner is JWM Family Enterprises, L.P.; (g) 160,000 shares owned by Bay Harbor Limited Holdings, LLC, whose sole member is Anchorage Partners, L.P.; and (h) 880,000 shares owned by 43 Degrees North Holdings, LLC, whose sole member is Thomas Point Ventures, L.P. The address for JWM Family Enterprises, Inc., a corporation in which J.W. Marriott, Jr., Deborah M. Harrison, David S. Marriott, and twothree of his granddaughters, Michelle E.J.W. Marriott, andJr.’s grandchildren (Michelle Marriott Darmody, Jennifer R. Jackson, and Christopher T. Harrison) are directors, is the sole general partner of JWM Family Enterprises, L.P., a limited partnership, which in turn is (i) the sole general partner of Thomas Point Ventures, L.P. and Anchorage Partners, L.P., which also are limited partnerships, and (ii) the sole member of Terrapin Limited Holdings, LLC, Short North Limited Holdings LLC, and Penny Lane Limited Holdings, LLC. Anchorage Partners, L.P., is the sole member of Dauntless Limited Holdings, LLC. The address for the corporation, the three limited partnerships and the four limited liability companies is 540 Gaither Road, Suite 100, Rockville, Maryland 20850. In total, affiliates of JWM Family Enterprises, Inc. have pledged 4,126,500 shares as collateral (or 1.43% of our Class A common stock outstanding as of March 1, 2024 (including shares acquirable within 60 days)). |
(5)
| Includes the following 2,692,0204,737,912 shares that J.W. Marriott, Jr. reports as beneficially owned, in addition to the shares referred to in footnotes (2), (3) and (4): (a) 214,788172,567 shares held in a 401(k) account for the benefit of J.W. Marriott, Jr.; (b) 437,9702,570,845 shares held in a revocable trust for the benefit of J.W. Marriott, Jr., for which he is the sole trustee; (c) 285,758 shares held in a revocable trust for the benefit of J.W. Marriott, Jr.’s spouse, for which his spouse is the sole trustee (Mr. Marriott disclaims beneficial ownership of such shares); and (d) 1,708,742 shares owned by separate trusts for the benefit of J.W. Marriott, Jr.’s children and grandchildren, for which his spouse serves as a co-trustee; and (e) 44,762 shares owned by the J. Willard Marriott, Jr. Foundation, for which J.W. Marriott, Jr. and his spouse serve as trustees. co-trustee. |
(6)
| Includes the following 4,698,8184,260,432 shares that Deborah M. Harrison reports as beneficially owned in addition to the shares referred to in footnotes (3) and (4): (a) 72,48947,129 shares held directly held and 130,0009,100 shares held in a grantor trusttrusts of which Deborah M. Harrison is the sole trustee; (b) 30,38220,160 shares ownedheld directly by Deborah M. Harrison’s spouse (Mrs. Harrison disclaims beneficial ownership of such shares); (c) 9,35011,910 shares held in thirteen trusts for the benefit of Deborah M. Harrison’s grandchildren, for which Deborah M. Harrison’s spouse serves as trustee; (d) 168,003141,729 shares held in three trusts for the benefit of Deborah M. Harrison’s children, for which Deborah M. Harrison serves as trustee; (e) 209,210245,210 shares held in a trust for the benefit of Deborah M. Harrison’s descendants, for which Deborah M. Harrison serves as trustee; (f) 179,166 shares held by three trusts for the benefit of John W. Marriott III’s children, for which John W. Marriott III and Deborah M. Harrison serve as co-trustees; (g) 251,000 shares held by a life insurance trust for the benefit of J.W. Marriott, Jr., for which each of his children serve as trustees; (h) 34,920 shares held in a limited liability company of which Deborah M. Harrison is a manager; (i) 90,561 shares held in a limited liability company of which Deborah M. Harrison’s spouse is a manager; (j) 3,3625,078 shares subject to PSUs, SARs and RSUs held by Deborah M. Harrison currently exercisable or exercisable within 60 days after March 1, 2021;2024; (k) 3,4372,435 shares subject to non-employee director deferred share awards,Deferred Share Awards, that were beneficially owned as of March 1, 2021;2024; and (l) 3,523,7373,227,1122 shares owned by The J. Willard & Alice S. Marriott Foundation, a charitable foundation, for which J.W. Marriott, Jr., Richard E. Marriott, David S. Marriott, and Deborah M. Harrison serve as co-trustees (referred to in footnote (2)(b)). Trusts of which Deborah M. Harrison is a trustee have pledge 48,327 shares have been pledged as collateral |
(7)
| Includes the combined numbers of shares (a) subject to non-employee director deferred share awards,Deferred Share Awards, and (b) in stock unit accounts of non-employee directors, and that were beneficially owned as of March 1, 2021,2024, as follows: Ms. Goren: 2,254; Mr. Henderson: 14,73118,209 shares; Mr. Hippeau: 38,96439,814 shares; Mr. Kellner: 24,943Ms. Hobart: 1,143 shares; Ms. Lee: 34,57933,577 shares; Mr. Lewis: 7,02910,880 shares; Ms. McCarthy: 3,4376,915 shares; Mr. Muñoz: 46,250Reid: 1,143 shares; Mr. Rozanski: 3,478 shares; and Ms. Schwab: 5,1878,665 shares. |
(8)
| IncludesTotals include shares subject to Options, PSUs, SARs and RSUs currently exercisable or exercisable within 60 days after March 1, 2021,2024, as follows: Mr. Capuano: 51,957Breland: 3,140; Mr. Brown: 10,907 shares; Mr. Grissen: 81,253Capuano: 95,708 shares; Ms. Linnartz: 1,408Oberg: 6,257 shares; Mr. Muñoz: 13,642Ms. Reiss: 33,996 shares; and Ms. Oberg: 31,600Mr. Rozanski: 563 shares.
|
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TABLE OF CONTENTS (9)
| The 3,523,7373,227,112 shares referred to in footnote (2)(b), the 240,000 shares and 67,125 shares referred to in footnote (3)(a) and (b), and the 24,227,11822,027,118 shares referred to in footnote (4) are reported as beneficially owned by each of J.W. Marriott, Jr., Deborah M. Harrison and David S. Marriott but are included only once in reporting the number of shares owned by all directors, nominees and executive officers as a group. All current directors and executive officers as a group held 165,945166,197 PSUs, SARs, RSUs and non-employee director deferred share awards and deferred stock unitsRSUs currently exercisable or exercisable within 60 days after March 1, 2021.2024. All current directors and executive officers as a group, other than J.W. Marriott, Jr. Deborah M. Harrison and David S. Marriott beneficially owned an aggregate of 677,515523,185 shares (including 162,583161,119 PSUs, SARs, RSUs and non-employee director deferred share awards and deferred stock unitsRSUs currently exercisable or exercisable within 60 days after March 1, 2021)2024), or 0.21 percent0.18% of our Class A common stock outstanding (plus 165,667 shares acquirable by the current directors and executive officers within 60 days) as of March 1, 2021.2024 (including shares acquirable within 60 days). No current director or executive officer beneficially owns any shares pledged as security as of March 1, 2024, other than as described in footnotes (4), (6) and (14). |
(10)
| Includes the following 1,225,991930,636 shares that John W. Marriott III reports as beneficially owned, in addition to the shares referred to in footnotefootnotes (3)(a) and (4): (a) 425,996379,996 shares directly held; (b) 179,166 shares held by three trusts for the benefit of John W. Marriott III’s children, for which John W. Marriott III and Deborah M. Harrison serve as co-trustees (referred to in footnote (6)(f)); (c) 75,000 shares owned by a trust for the benefit of John W. Marriott III’s descendants, for which John W. Marriott III and David S. Marriott serve as co-trustees; (d) 251,000 shares held by a life insurance trust for the benefit of J.W. Marriott, Jr., for which each of his children serve as co-trustees (referred to in footnote (6)(g)); (e) 240,00039,172 shares owned by six trusts for the benefit of the grandchildren and great-grandchildren of J.W. Marriott, Jr., for which J.W. Marriott, Jr.’s spouse and each of his children serve as co-trustees (referred to in footnote (3)); (f) 48,590 shares owned by |
Stock Ownership
| the JWM III Family Foundation, a charitable foundation for which John W. Marriott III serves as sole director; and (g) 6,239(f) 6,302 shares held in a 401(k) account for the benefit of John W. Marriott III. |
(11)
| Includes the following 11,995,65111,579,729 shares that Richard E. Marriott reports as beneficially owned, in addition to the 9,567,0127,380,988 shares referred to in footnote (2): (a) 2,086,9162,885,800 shares held directly held and 4,411,9582,868,898 shares held in grantor trusts of which Richard E. Marriott is the sole trustee; (b) 287,222287,931 shares owned by Richard E. Marriott’s spouse (Mr. Marriott disclaims beneficial ownership of these shares); (c) 1,067,917 shares owned by three trusts for the benefit of Richard E. Marriott’s children, for which his spouse serves as a co-trustee; (d) 2,251,519 shares owned by First Media, L.P., a limited partnership whose general partner is a corporation in which Richard E. Marriott is the controlling voting stockholder; (e) 1,086,814 shares held in a charitable annuity trust created by Richard E. Marriott, for which he serves as co-trustee; (f) 17,000 shares held by a trust established for the benefit of J.W. Marriott, Jr., for which Richard E. Marriott serves as trustee; (g) 171,450(f) 112,937 shares owned by the Richard E. and Nancy P. Marriott Foundation, for which Richard E. Marriott and his spouse serve as directors and officers; and (h) 623,423(g) 2,087,727 shares held by trusts for which Richard E. Marriott serves as trustee. Richard E. Marriott is the brother of J.W. Marriott, Jr. and is a former director and officer of the Company. His address is Host Hotels & Resorts, Inc., 10400 Fernwood Road,4747 Bethesda Avenue, Suite 1300, Bethesda, Maryland 20817. 20814. |
(12)
| Includes the following 618,015 shares that Juliana B. Marriott reports as beneficially owned inIn addition to the shares referred to in footnote (4): (a) 18,000, consists of 18,127 shares held directly held;by Juliana B. Marriott; and (b) 11,732401,928 shares ownedheld directly by one trust for the benefit of Stephen BlakeThe Juliana B. Marriott Marital Trust, for which David S. Marriott and Juliana B. Marriott serves as co-trustees; (c) 53,622 shares owned by one trust for the benefit of Stephen Blake Marriott, for which David S. Marriott andtrustees. Juliana B. Marriott serve as co-trustees; (d) 96,666 shares owned by one trust for the benefit of Stephen G. Marriott’s descendants, for which David S. Marriott and Juliana B. Marriott serve as co-trustees; and (e) 437,995 shares owned by a trust for the benefit of Juliana B. Marriott (the “Juliana B. Marriott Marital Trust”)address is JWM Family Enterprises, Inc., for which David S. Marriott and Juliana B. Marriott are co-trustees.
540 Gaither Road, Suite 100, Rockville, MD 20850. |
(13)
| Includes 8,478In addition to the shares referred to in footnote (4), consists of 11,661 shares held directly by Jennifer R. Jackson and 9,666 shares held in four trusts for the benefit of Jennifer R. Jackson’s nieces and nephews, for which herJennifer R. Jackson’s spouse serves as trustee, that Ms. Jackson reports as beneficially owned in addition to the shares referred to in footnote (4).
trustee. Jennifer R. Jackson’s address is JWM Family Enterprises, Inc., 540 Gaither Road, Suite 100, Rockville, MD 20850. |
(14)
| Includes the following 5,620,386 shares that David S. Marriott reports as beneficially owned inIn addition to the shares referred to in footnotes (3) and (4):, consists of (a) 646,924 shares directly held and 39,216596,042 shares held in a grantor trust of whichdirectly by David S. Marriott is the sole trustee;Marriott; (b) 15,41810,468 shares held by David S. Marriott’s spouse (Mr. Marriott disclaims beneficial ownership of such shares); (c) 77,83284,560 shares held by four trusts for the benefit of David S. Marriott’s children, for which David S. Marriott serves as trustee; (d) 142,565230,390 shares owned by a trust for the benefitdescendants of David S. Marriott’s descendants,Marriott, for which David S. Marriott serves as trustee; (e) 75,000 shares owned by a trust for the benefit of John W. Marriott III’s descendants, for which John W. Marriott III and David S. Marriott serveserves as co-trusteesa trustee (referred to in footnote 10(c)); (f) 221,678 shares owned byheld in three trusts for the benefitdescendants of Stephen G. Marriott’s descendants,Marriott, for which David S. Marriott serves as trustee (and Juliana B. Marriott serves as co-trustee for one trust, referred to in footnote (12)(d));a trustee; (g) 65,354401,928 shares owned by two trusts for the benefit of Stephen Blake Marriott, for which Juliana B. Marriott and David S. Marriott as co-trustee (referred to in footnotes (12)(b) and (c) ); (h) 437,995 shares ownedheld by a trust for the benefit of Juliana B. Marriott, for which David S. Marriott and Juliana B. Marriott are co-trusteesserves as a trustee (referred to in footnote (12)(e)(b)); (i)(h) 123,667 shares ownedheld by four trusts for the benefit of Stephen G.David S. Marriott’s children,nieces, for which David S. Marriott serves as a trustee; (j)(i) 251,000 shares heldowned by a life insurance trust, for the benefit of J.W.which David S. Marriott Jr., for which each of his children serveserves as co-trustees (referreda trustee(referred to in footnote (6)(g));(j) 1,224 shares subject to non-employee director Deferred Share Awards, that were beneficially owned as of March 1, 2024; and (k) 3,523,7373,227,112 shares owned by The J. Willard & Alice S. Marriott Foundation, a charitable foundation, for which David S. Marriott serves as co-trustee with J.W. Marriott, Jr., Richard E. Marriott and Deborah M. Harrisona trustee (referred to in footnote (2)(b)).
Trusts of which David S. Marriott is a trustee have pledged 248,679 shares as collateral. |
(15)
| Includes 20,811 shares that Michelle E. Marriott reports as beneficially owned inIn addition to the shares referred to in footnote (4).
, consists of (a) 105,624 shares held directly by Michelle Marriott Darmody; and (b) 206 shares held in trust for the benefit of Michelle Marriott Darmody’s niece, for which Michelle Marriott Darmody serves as sole trustee. Michelle Marriott Darmody’s address is JWM Family Enterprises, Inc., 540 Gaither Road, Suite 100, Rockville, MD 20850. |
(16)
| Includes 437,995 shares that the Juliana B. Marriott Marital Trust reports as beneficially owned inIn addition to the shares referred to in footnote (4).
, consists of 401,928 shares held directly by The Juliana B. Marriott Marital Trust. The Juliana B. Marriott Marital Trust’s address is JWM Family Enterprises, Inc., 540 Gaither Road, Suite 100, Rockville, MD 20850. |
(17)
| In addition to the shares referred to in footnote (4), consists of 4,423 shares held directly by Christopher T. Harrison and 117,380 shares held by trusts for which Christopher T. Harrison and his spouse serve as trustees. Christopher T. Harrison’s address is JWM Family Enterprises, Inc., 540 Gaither Road, Suite 100, Rockville, MD 20850. |
(18)
| Based on a review of a Schedule 13G/A report filed with the SEC on February 10, 2021,13, 2024, The Vanguard Group beneficially owned 21,050,23820,978,577 shares as of December 31, 2020,29, 2023, with sole voting power as to 0 shares, shared voting power as to 425,837331,963 shares, sole dispositive power as to 19,901,08919,913,617 shares, and shared dispositive power as to 1,149,1491,064,960 shares. |
(18)(19)
| Based on a review of a Schedule 13G13G/A report filed with the SEC on February 8, 2021, FMR, LLCJanuary 31, 2024, BlackRock, Inc. beneficially owned 16,806,12415,212,482 shares as of December 31, 2020,2023, with sole voting power as to 3,629,05213,734,981 shares, shared voting power as to 0 shares, sole dispositive power as to 16,806,12415,212,482 shares, and shared dispositive power as to 0 shares. |
Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act, requires the Company’s directors and executive officers and persons who own more than 10% of a registered class of the Company’s equity securities (the “Reporting Persons”) to file with the SEC reports on Forms 3, 4 and 5 concerning their ownership of and transactions in the Class A common stock and other equity securities of the Company, generally within two business days of a reportable transaction. As a practical matter, the Company seeks to assist its directors and executives by monitoring transactions and completing and filing reports on their behalf. Based solely upon a review of SEC filings and written representations that no other reports were required, we believe that all Reporting Persons complied with these reporting requirements for fiscal year 2020,2023, except for one late filing by Deborah M. HarrisonDebra L. Lee to report the transfera gift of 2,930 sharesClass A common stock; one late filing by Juliana B. Marriott to various trusts for which she and/or her spouse serve as trusteesreport a sale of Class A common stock; and one late filing by J.W. Marriott, Jr.Drew L. Pinto to report shares of Class A common stock withheld by the distributionCompany to cover taxes associated with the vesting of 85,109 shares to a member of a family-owned limited liability company for which he serves as a manager.RSUs. The untimely reports were the result of administrative errors.
78 | | | | | | | | | 62 | | | | | | Marriott International, Inc. | | | 2024 Proxy Statement |
TABLE OF CONTENTS
Transactions with Related Persons TRANSACTIONS WITH RELATED PERSONS
JWM Family Enterprises, L.P. (“Family Enterprises”) is a Delaware limited partnership that 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 Board; and Mr. David S. Marriott (son of J.W. Marriott, Jr.), a memberthe Chairman of the Company’s Board; and J.W. Marriott, Jr. himself.Board. Family Enterprises indirectly holds (or heldownership interests in 2020) varying percentages of ownership 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 | | Columbus, Ohio
| | Renaissance
| | | 2004 | | Charlotte, North Carolina
| | Marriott
| | | 2006 | | Dallas, Texas
| | Renaissance
| | | 2006 | | Trumbull, Connecticut
| | Marriott
| | | 2007 | | Charlotte, North Carolina
| | Renaissance
| | | 2007 | | Fairfax City, Virginia
| | Residence Inn
| | | 2017 | | Tampa, Florida
| | AC Hotel
| | | 2018 | | Charlotte, North Carolina
| | AC Hotel
| | | 2019 | |
We17 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 2021.2024. In 2020,2023, we receivedearned management fees of approximately $3.3$13.1 million plus reimbursement of certain expenses, and procurement, and renovation and/or technical services fees of approximately $21,065,$174,000 from our operation of and provision of services for these hotels. We have no financial involvement in Family Enterprises or in theany of these hotels, listed above beyond the arrangementsother than as described in this paragraph.
Members of the Marriott family hold varying interests in certain other properties for which we received management, franchise, and other fees in 2020 or expect to receive such fees in 2021.Christopher
Mr. Christopher Harrison (grandson of J.W. Marriott, Jr. and son of Mrs. Harrison,Harrison) and a former associate of the Company) andMr. Craig Ballard (son-in-law(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. In 2020, a limited partnershipEntities affiliated with Dauntless, and in which Dauntless and a number of additionalother Marriott family members hold interests, acquiredhold (or reached an agreement to acquire): (i) indirect, minorityheld in 2023) varying interests in 10 Marriott-branded hotels: seven hotels that are currently subject to franchise agreements; two select service hotels both of whichthat we operate pursuant to management agreements with the hotel owner,owner; and (ii) a franchiseone franchised hotel that will be convertedwas sold to the Moxy brand.an unrelated third party in 2023. We expect suchmanagement and franchise arrangements for hotels owned by entities affiliated with Dauntless to continue in 2021, and it2024. It is possible Dauntless or entities affiliated with it will acquire interests in additional hotels operated or franchised by us. BetweenIn 2023 (or, for interests acquired or sold in 2023, between the timestime when the interests in the hotels in this paragraph were acquired and December 31, 2020,2023 or between January 1, 2023 and the time the interests were sold), we receivedearned approximately $90,000$4.4 million of management, franchise and other fees related to such properties, plus reimbursement of certain expenses. Messrs.Mr. Harrison and Mr. Ballard also hold an aggregate two-thirds interest in Twin Bridges Hospitality LLC, (“Twin Bridges”), which has advised us that it acts (or expects to act) as asset manager for three12 Marriott-branded hotels under agreements with the hotel owners, including most of the twoMarriott-branded hotels describedreferred to in clause (i) of 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, and the provision of procurement and/or renovation services to hotels covered by those arrangements, we have no financial involvement in the hotels or investment entities described above.in this paragraph.
Transactions with Related Persons
Our Company was founded by Mr. J.W. Marriott, Jr.’s father,parents, and the Board believes that the involvement 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 our 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 Mrs. Harrison’s membership on the Board and role as Global Cultural Ambassador Emeritus, and David S. Marriott’s membership on the Board and role as President, U.S. Full Service Managed by Marriott (from which role, as described above, he expects to step down prior to the Annual Meeting), the Company employs (or employed in 2020) a number of2023) other members of the Marriott family, including Mr. J.W. Marriott, Jr.’s son-in-law (and Mrs. Harrison’s husband) Mr. Ronald T. Harrison;Harrison until his granddaughter, Nicole Avery;retirement in January 2023; and his grandsonsgrandson (and Mrs. Harrison’s sons) Christopher Harrison (through May 15, 2020) andson) 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 for similar positions and/or internal pay equity when compared to the compensation paid to non-family members in similar positions. Employed family members with For 2023, Mr. Matthew Harrison’s total compensation, for 2020 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 infor his service as a hotel general manager was $202,518. No other employed family members total compensation for 2023 exceeded $120,000.
The Company provides Mr. J.W. Marriott, Jr., the table below. In his role asCompany’s Chairman Emeritus and former Executive Chairman and in lightChairman of his significant ownership of our stock, J.W. Marriott, Jr. is not eligible for annual cash incentives or stock-based awards. | | | | | | | | | Director / Executive Officer
| | Family Members
| | Family Member Position
| | Total
Compensation for 2020
($)
| | J.W. Marriott, Jr.,
Deborah M. Harrison, and
David S. Marriott*
| | J.W. Marriott, Jr. | | Executive Chairman and
Chairman of the Board,
| | | 932,832 | | | | David S. Marriott* | | President, U.S. Full Service
Managed by Marriott | | | 1,052,887 | | | | Ronald T. Harrison | | Global Design Officer | | | 875,536 | |
* | This table reflects David S. Marriott’s 2020 compensation for service as the Company’s President, U.S. Full Service Managed by Marriott. As described above, he joined the Board in March 2021 and expects to step down as an employee of the Company prior to the Annual Meeting. In connection with his transition to serving on the Board, the Human Resources and Compensation Committee provided that continued vesting of equity awards granted while he was an employee will be conditioned on his continued service as a director, which under SEC rules will be reportable as 2021 compensation based on an accounting valuation of $186,720.
|
The Company provides J.W. Marriott, Jr. various non-business-related services and permits him to use the Company’s aircraft for personal travel when not already committed for Company use. J.W. Marriott, Jr. services. He reimbursed the Company for the cost of non-business-relatedthese services provided by Company associates in the amount of $383,660$371,233 for 2020. 2023.
J.W. Marriott, Jr. and an affiliate of the Company entered into a non-exclusive aircraft timesharingtime 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 some of his personal use of the Company’s corporate-owned aircraft.aircraft, when not already committed for Company use. For flights under the timesharingtime 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 his personal use of the Company’s aircraft based on a cost reimbursement methodology compliant with Federal Aviation Administration regulations. Since January 1, 2020, theseThere 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 |
TABLE OF CONTENTS Transactions with Related Persons
Policy on Transactions and Arrangements with Related Persons The Company has adopted a written policy for approval of transactions and arrangements between the Company and the Company’s current and recent former directors, director nominees, current and recent former executive officers, greater than five percent5% stockholders, and their immediate family members where the amount involved exceeds $120,000. Each of the related person transactions described above is subject to, and has been approved or ratified under, this policy. The policy provides that the Audit Committee reviews certain transactions subject to the policy and determines whether or not to approve or ratify those transactions. In doing so, the Audit Committee takes into account, among other things, whether the transaction is on terms no less favorable to the Company than those of similar contemporaneous transactions, arrangements or relationships with unrelated third parties and the materiality of the related person’s | | | | | | | | | 64 | | | | | | Marriott International, Inc. | | |
Transactions with Related Persons
interest in the transaction, arrangement or relationship. The policy also provides that, prior to Audit Committee review, the Company’s Corporate Growth Committee, an internal management committee whose members include the Company’s President and CEO and members of the Company’s senior management, approve all such transactions that involve the management, operation, ownership, purchase, sale, or lease of a hotel, timeshare property, land and/or improvements. transactions. The Audit Committee and the Corporate Growth Committee have considered and deemed approved certain limited categories of transactions with related persons. Information on such transactions is provided to the appropriate committee, as applicable, at regularly scheduled meetings. Transactions that have been deemed approved underby the policyAudit Committee are limited to: provision of certain services in connection with lodging transactions with specified maximum dollar thresholds and where the Company’s Global Design Division has determined that the terms are no less favorable to the Company than those of similar agreements with unrelated third party owners; changes to certain lodging transactions, subject to specified maximum percentage of the value thresholds, that are consistent with general terms and conditions of transactions that the Audit Committee has previously approved; ordinary course residence and similar sales or leases under any general program of sale or lease to third parties, if the price or rental paid is no lower than the lowest price or rental offered to third parties or to Marriott associates under Company-wide associate discount programs with respect to such property; employment and compensation relationships that are subject to Human Resources and Compensation Committee or other specified internal management approvals or which, in the case of directors or executive officers, are subject to required proxy statement disclosure; certain transactions with other companies and certain charitable contributions in which the related persons’ interest or involvement is limited and, with respect to directors who otherwise are independent, is consistent with the independence criteria under both the Company’s Governance Principles and the Nasdaq corporate governance listing standards; transactions where the related party’s interest arises solely from the ownership of the Company’s common stock and all holders of the Company’s common stock receive the same benefit on a pro rata basis; and non-lodging transactions involving less than $500,000 that are approved by a standing subcommittee of the Corporate Growth Committee or, if the transactions pose a conflict of interest for all members of the subcommittee, the President and CEO. 80 | | | Marriott International, Inc. | | | | | | | | | | 20212024 Proxy Statement | | | | | | | 65 | |
TABLE OF CONTENTS
Questions and Answers aboutAbout the Meeting QUESTIONS AND ANSWERS ABOUT THE MEETING20212024 Proxy Materials
Why am I receiving these proxy materials? You received
The enclosed proxy is solicited by the Board of Directors of the Company for the Annual Meeting to be held at 8:30 a.m., Eastern Time, on Friday, May 10, 2024, and any adjournment or postponement thereof. The Board has made these materials available to you over the internet or has delivered printed versions of these materials to you by mail, because you owned shares of the Company’s Class A common stock on March 12, 2021,13, 2024, the record date, and that entitles you to notice of, and to attend and vote at, the Annual Meeting. At our Annual Meeting, stockholders will act upon the matters described in the accompanying notice of meeting (the “Notice”). These actions include the election of each of the 1312 director nominees; ratification of the appointment of the independent registered public accounting firm (sometimes referred to as the “independent auditor”); an advisory vote to approve executive compensation; proposed amendments to the Company’s Restated Certificate of Incorporation and Bylaws; a vote on a stockholder proposalresolutions (if properly presented); and any other matters that may properly be presented at the meeting. In addition, our management will report on the Company’s performance during fiscal year 2020 and respond to questions from stockholders. What vote does the Board recommend for each item? 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 the election of each of the 12 director nominees (see Item 1 on page 12); |
| • | FOR the ratification of the appointment of Ernst & Young LLP, the independent auditor, for fiscal year 2024 (see Item 2 on page 12); |
| • | FOR the advisory vote to approve executive compensation (see Item 3 on page 13); |
| • | AGAINST the stockholder resolution requesting the Company commission a third-party civil rights audit (see Item 4 on page 14); and |
| • | AGAINST the stockholder resolution requesting the Company annually prepare a racial and gender pay gap report (see Item 5 on page 17). |
FOR the election of each of the 13 director nominees (see Item 1 on page 7);
FOR the ratification of the appointment of Ernst & Young LLP, the independent auditor for fiscal year 2021 (see Item 2 on page 7);
FOR the advisory vote to approve executive compensation (see Item 3 on page 8); and
FOR the proposed amendments to the Company’s Restated Certificate of Incorporation and Bylaws to remove supermajority voting standards, including by removing (see Item 4 on page 8):
The supermajority voting standard for removal of directors;
The supermajority voting standards for future amendments to the Certificate of Incorporation;
The requirement for a supermajority stockholder vote for future amendments to certain Bylaw provisions;
The requirement for a supermajority stockholder vote for certain transactions; and
The supermajority voting standard for certain business combinations.
Participating in the Annual Meeting What is a virtual meeting? This year’s Annual Meeting will be conducted virtually through a live audio webcast and online stockholder tools accessible via the Internet. There will be no physical meeting location. We have adopted this format to facilitate stockholder attendance and to enable stockholders to participate fully, and equally, regardless of size, resources, or physical location. We believe this format will also reduce the costs to the Company and stockholders of planning, holding, and attending the Annual Meeting, while still allowing for the same participation opportunities as were available at an in-person meeting. These proxy materials include instructions on how to access and participate in the virtual Annual Meeting and how you may vote your shares of Company Class A common stock before or during the Annual Meeting. | | | | | | | | | 66 | | | | | | Marriott International, Inc. | | |
Questions and Answers about the Meeting
Who can participate? All stockholders of record at the close of business on the record date, or their duly appointed proxies, may participate in the Annual Meeting. To joinattend the Annual Meeting, log in at www.virtualshareholdermeeting.com/MAR2021MAR2024. Stockholders will need their unique control number, which appears on the proxy card (printed in the box and marked by the arrow), next to the label for postal mail recipients or within the body of the email sending the proxy statement. Stockholders whose shares are held beneficially through a brokerage firm, bank, trust or other similar organization (that is, in “street name”)street name) also may participate in the Annual Meeting. 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.comwebsite, then you may access and participate in 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 5 days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the Annual Meeting. The Annual Meeting will begin promptly at 11:008:30 a.m. Eastern Time on May 7, 2021.10, 2024. You may begin to log into the meeting platform approximately thirty minutes before the start. 2024 Proxy Statement | | | Marriott International, Inc. | | | 81 |
TABLE OF CONTENTS Questions and Answers About the Meeting
Who should stockholders contact if they have technical issues accessing the virtual Annual Meeting? Online access to the audio webcast will open approximately thirty minutes prior to the start of the Annual Meeting to allow time for you to log in and test your computer audio system. We encourage stockholders to access the meeting prior to the start time. If you encounter any difficulties accessing the Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting website log-in page. How can stockholders ask questions during the virtual meeting? As part of the Annual Meeting, we will hold a live question and answer session, during which we intend, time permitting, to answer all written questions pertinent to the Company and the meeting matters that are submitted before or during the meeting in accordance with the Annual Meeting’s Rules of Conduct, which will be posted on the Annual Meeting website. Stockholders may submit questions prior to the day of the meeting at www.proxyvote.com after logging in with their unique control number found on the proxy card (printed in the box and marked by the arrow), next to the label for postal mail recipients or within the body of the email sending the proxy statement. Questions may be submitted the day of or during the Annual Meeting through www.virtualshareholdermeeting.com/MAR2021MAR2024. Answers to any such questions that are not addressed during the meeting will be published on the Marriott Investor Relations website shortly after the meeting. Questions and answers may be grouped by topic and substantially similar questions will be grouped and answered once. We reserve the right to edit or reject questions we deem profane or otherwise inappropriate.
Only stockholders of record at the close of business on the record date, March 12, 2021,13, 2024, are entitled to receive notice of and to attend and vote at the Annual Meeting, or any postponement or adjournment of the Annual 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. Whether you are a stockholder of record or a beneficial owner whose shares are held in street name, you can vote in any one of four ways: | • | |
Via the Internet in advance of the Annual Meeting. You may vote by submitting your proxy by visiting the website at www.proxyvote.com and entering the control number found on your proxy card (printed in the box marked by the arrow) next to the label for postal mail recipients or within the body of the email sending the proxy statement. |
Questions and Answers about the Meeting
| • | |
By Telephone. You may vote by submitting your proxy by calling the toll-free number found on the proxy card or in the voting instruction form. |
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By Mail. You may vote by submitting your proxy by mail by filling out the enclosed proxy card (if you are a stockholder of record) or voting instruction form (if you are a beneficial owner) and sending it back in the postage-paid envelope provided. |
| • | |
Online During the Annual Meeting. If you are a stockholder of record and you plan to joinattend the Annual Meeting, you are encouraged to vote beforehand by Internet, telephone or mail. You also may vote at www.virtualshareholdermeeting.com/MAR2021 MAR2024 during the Annual Meeting. Have your unique control number available when you access the Annual Meeting website. |
Telephone and Internet voting is available through 11:59 p.m. Eastern Time on Thursday, May 6, 2021.9, 2024. 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”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. Brokers holding shares must vote according to specific instructions they receive from the beneficial owners of those shares. If brokers do not receive specific instructions, brokers may in some cases vote the shares in their discretion but are not permitted to vote on certain proposals and may elect not to vote on any of the proposals unless you provide voting instructions. If you do not provide voting instructions to yourand the broker or other nominee in advance of the Annual Meeting, your broker will have discretionary authorityelects to vote your shares on “routine matters.” The ratification of the appointment of the independent registered public accounting firmsome but not all matters, it will result in Item 2 is the only item on the agendaa “broker non-vote” for the Annual Meeting that is considered routine. Thus, ifmatters on which the broker does not vote. Abstentions occur when you do not provide voting instructions but instruct the broker to your brokerabstain from voting on a particular matter instead of voting for or other nominee in advance ofagainst the Annualmatter. 82 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
TABLE OF CONTENTS Questions and Answers About the Meeting your shares will not be voted on Items 1, 3, 4, 5 and any other matters that may properly be voted on at the Annual Meeting, resulting in “broker non-votes” in an amount equivalent to your shares with respect to these items.
How do I vote my 401(k) shares? If you participate in the Marriott Retirement Savings Plan or the Marriott International, Inc. Puerto Rico Retirement Plan (the “Retirement Plans”), 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 Retirement Plans by completing and returning the proxy card accompanying this proxy statement. The trustee will vote the number of shares equal to the share equivalents credited to your account in accordance with your duly executed instructions if they are received by 11:59 p.m. Eastern Time, on Tuesday, May 4, 2021.7, 2024. If you do not send instructions by this deadline or if you do not vote by proxy, or if you 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. Under the Retirement Plans, participants are “named fiduciaries” to the extent of their authority to direct the voting of shares held in their accounts and their proportionate share of undirected shares set forth in the preceding sentence. 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 participant in one of the Retirement Plans, any shares that may be held for your account by The Northern Trust Company as the plan’s custodian. Shares that you hold in “street name”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. How will my shares be voted? Your shares will be voted as you indicate on the proxy card. Except as indicated above with respect to shares held in the Retirement Plans, 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 each of the 1312 director nominees; FOR the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2021;2024; FOR the advisory vote to approve executive compensation; AGAINST the stockholder resolution requesting the Company commission a third-party civil rights audit; and FORAGAINST the proposed amendments tostockholder resolution requesting the Company’s Restated Certificate of IncorporationCompany annually prepare a racial and Bylaws to remove supermajority voting standards. | | | | | | | | | 68 | | | | | | Marriott International, Inc. | | |
gender pay gap report.
Questions and Answers about the Meeting
What constitutes a quorum? The presence at the Annual Meeting, by participating in the virtual Annual Meeting or by proxy, of the holders of a majority of the shares of Class A common stock of the Company issued and outstanding on the record date and entitled to vote will constitute a quorum. A quorum is required for business to be conducted at the Annual Meeting. As of the March 12, 202113, 2024 record date, 325,570,324288,259,108 shares of our Class A common stock were outstanding 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)above) will be counted in determining whether there is a quorum. 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. For (i) ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2021, and2024, (ii) the advisory vote to approve executive compensation, (iii) the stockholder resolution requesting the Company commission a third-party civil rights audit, and (iv) the stockholder resolution requesting the Company annually prepare a racial and gender pay gap report, 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. Instructions to “ABSTAIN” with respect to these items will be counted for purposes of determining the number of shares represented and entitled to vote. Accordingly, an abstention on any of these items will have the effect of a vote “AGAINST” these items. As described above, brokers will have discretion to vote on the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2021, but broker item. Broker non-votes, if any, will not have any effect on the outcome of votes for these items. 2024 Proxy Statement | | | Marriott International, Inc. | | | 83 |
TABLE OF CONTENTS Questions and Answers About the other items.For approval of each of the amendments to the Company’s Certificate and Bylaws to remove supermajority voting standards, the affirmative vote of 66 2/3% of the shares of Class A common stock outstanding and entitled to vote will be required for approval. Instructions to “ABSTAIN” with respect to any of these amendments 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 amendments. Broker non-votes will also count as a vote “AGAINST” these amendments.
Meeting
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 Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717; 11717 that is received before the polls close for voting at the Annual Meeting or any adjournment or postponement thereof; |
(3)
| Voting by submitting your proxy by telephone or the Internet until 11:59 p.m. Eastern Time on May 6, 2021;9, 2024; or |
(4)
| Attending the Annual Meeting and voting online as indicated above under “How do I vote?” |
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 in advance of the Annual Meeting. Alternatively, you may attend the Annual Meeting and vote online, as indicated above under “How do I vote?”. Representatives of Broadridge Financial Solutions, Inc., our independent vote tabulation agency, will count the votes and act as the inspector of election.
Questions and Answers about the Meeting
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 submitting your proxy 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 1-800-311-4816.How will voting on any other business be conducted? Although we currently do not know of any business to be considered at the Annual Meeting other than the items described in this proxy statement, if any other business is properly presented at the Annual Meeting, your proxy gives authority to J.W.David S. Marriott Jr. and/or Anthony G. Capuano (with full power of substitution) to vote on such matters at their discretion.
When are stockholder proposals and nominations for the 20222024 annual meeting of stockholders due?
Rule 14a-8 Proposals. To be considered for inclusion in our proxy statement for the 20222025 annual meeting of stockholders, stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act must be received at our principal executive office no later than the close of business on December 6, 2021.November 27, 2024. Proposals must comply with Rule 14a-8 and must be submitted in writing to the Secretary, Marriott International, Inc., Department 52/862, 10400 Fernwood Road,7750 Wisconsin Avenue, Bethesda, Maryland 20817.20814. Advance Notice Proposals and Nominations.In addition, our Bylaws require that, if a stockholder desires to introduce a stockholder proposal, other than a nomination for the election of directors, at the 20222025 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 the close of business on January 7, 202210, 2025 and no later than the close of business on February 6, 2022.9, 2025. However, if the 20222025 annual meeting of stockholders is more than 30 days before or more than 70 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 by the Company. If a stockholder desires to nominate a director at the 20222025 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 6, 2022.9, 2025. However, in the event that the 20222025 annual meeting of stockholders is more than 30 days before or more than 60 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. In addition, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19, the 84 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
TABLE OF CONTENTS Questions and Answers About the Meeting
SEC’s universal proxy rule, no later than March 11, 2025 (or, if the 2025 annual meeting of stockholders is called for a date that is more than 30 days before or more than 30 days after such anniversary date, then notice must be provided not later than the close of business on the later of 60 calendar days prior to the 2025 annual meeting of stockholders or the 10th calendar day following the day on which public announcement of the 2025 annual meeting of stockholders is first made by the Company). The notice requirement under Rule 14a-19 is in addition to the applicable advance notice requirements under our Bylaws as described above. Proxy Access Nominations. If a stockholder or group of stockholders who meet the requirements set forth in our Bylaws wish(es) to nominate one or more director candidates to be included in the Company’s proxy statement for the 20222025 annual meeting through the Company’s proxy access provision, the Company must receive proper written notice of the nomination no later than the close of business on the 120th day nor earlier than the 150th day before the first anniversary date of the date the definitive proxy statement was first released to stockholders in connection with the preceding year’s annual meeting of stockholders (i.e., between the close of business on November 6, 2021October 28, 2024 and the close of business on December 6, 2021November 27, 2024 for the 20222025 annual meeting)meeting of stockholders), and the nomination must otherwise comply with our Bylaws. However, in the event that the 20222025 annual meeting of stockholders is more than 30 days before or after the anniversary of the prior year’s annual meeting, the stockholder’s notice must be delivered no earlier than the close of business on the 150th day prior to such meeting and no later than the close of business on the 120th day prior to such meeting or the 10th day following the date on which public announcement of the meeting date is first made by the Company. | | | | | | | | | 70 | | | | | | Marriott International, Inc. | | |
Questions and Answers about the Meeting
If a stockholder fails to meet these deadlines or satisfy the requirements of Rule 14a-4 under the Exchange Act, the proxies we solicit allow the named proxyholders, if a vote is taken, to vote on such proposals as they deem appropriate. You can find a copy of our Bylaws in the Investor Relations section of the Company’s website (Marriott.com/www.Marriott.com/Investor) by clicking on “Governance” and then “Documents & Charters,” or you may obtain a copy by submitting a request to the Secretary, Marriott International, Inc., Department 52/862, 10400 Fernwood Road,7750 Wisconsin Avenue, Bethesda, Maryland 20817. 20814. 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 $18,500, 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 associates who are not specifically employed for proxy solicitation purposes and who will not receive any additional compensation for such activities may also solicit proxies. If any stockholders need assistance voting their shares, please contact MacKenzie Partners, Inc. at 800-322-2885 (Toll Free), 212-929-5500 (Call Collect) or via email at proxy@mackenziepartners.com.proxy@mackenziepartners.com. Can I receive future stockholder communications electronically through the Internet? Yes. You may elect to receive future notices of meetings, proxy materials, and 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: | • | | If your shares are registered in your own name, and not in “street name”street name through a broker or other nominee, simply log in to the Internet site maintained by our transfer agent, Computershare Investor Services, at www.computershare.com/investorand the step-by-step instructions will prompt you through enrollment. |
| • | | If your shares are registered in “street name”street name through a broker or other nominee, you must first vote your shares using the Internet, at www.proxyvote.com, and immediately after voting, fill out the consent form that appears on-screen at the end of the Internet voting procedure. |
You may withdraw this consent at any time and resume receiving stockholder communications in print form. Note that web links included in this proxy statement are provided for convenience only. The content on the referenced websites are not incorporated herein and do not constitute a part of this proxy statement.
| | | | | | | | | | | | | 20212024 Proxy Statement | | | Marriott International, Inc. | | | | 71 | 85 |
HOUSEHOLDINGTABLE OF CONTENTS The SEC allows us to deliver a single proxy statement and annual report to an address shared by two or more of our stockholders. This delivery method, referred to as “householding,” can result in significant cost savings for us, as well as reducingreduce the environmental impact of printing and shipping these materials. In order to take advantage of this opportunity, the Company and banks and brokerage firms that hold your shares have deliveredmay deliver only one proxy statement and annual report or one Notice of Internet Availability to multiple stockholders who share an address unless one or more of the stockholders has provided contrary instructions. The Company will deliver promptly, upon written or oral request, a separate copy of the proxy statement and annual report to a stockholder at a shared address to which a single copy of the documents was delivered. A stockholder who wishes to receive a separate copy of the proxy statement and annual report, now or in the future, may obtain one, without charge, by addressing a request to the Secretary, Marriott International, Inc., Department 52/862, 10400 Fernwood Road,7750 Wisconsin Avenue, Bethesda, Maryland 2081720814, or by calling (301) 380-5750. You may also obtain a copy of the proxy statement and annual report from the Company’s website ( Marriott.com/www.Marriott.com/Investor) by clicking on “SEC Filings.” Stockholders of record sharing an address who are receiving multiple copies of proxy materials and annual reports and wish to receive a single copy of such materials in the future should submit their request by contacting us in the same manner. If you are the beneficial owner, but not the record holder, of the Company’s shares and are receiving multiple copies of proxy materials and annual reports and wish to receive a single copy of such materials in the future, you will need to contact your broker, bank or other nominee to request that only a single copy of each document be mailed to all stockholders at the shared address in the future. OTHER MATTERSOther Matters The Company’s management knows of no other matters that may be presented for consideration at the Annual Meeting. However, if any other matters properly come before the Annual Meeting, the persons named in the proxy intend to vote such proxy in accordance with their judgment on such matters.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held On May 7, 2021: 10, 2024: The proxy statement and annual report to stockholders are available at www.proxyvote.com.
Any stockholder who would like a copy of our 20202023 Annual Report on Form 10-K may obtain one, without charge, by addressing a request to the Secretary, Marriott International, Inc., Department 52/862, 10400 Fernwood Road,7750 Wisconsin Avenue, Bethesda, Maryland 20817.20814. The Company’s copying costs will be charged if copies of exhibits to the Form 10-K are requested. You may also obtain a copy of the Form 10-K, including exhibits, from the Investor Relations portion of our website (Marriott.com/Investor)(www.Marriott.com/Investor) by clicking on “SEC Filings.” | BY ORDER OF THE BOARD OF DIRECTORS, |
| Andrew P.C. Wright | Secretary |
| | | | | | | | | 72 | | | | | | Marriott International, Inc. | | |
Exhibit A
Exhibit A
Certificate and Bylaw Amendments Submitted for Stockholder Approval
Set forth below is the text of the provisions of our Certificate and Bylaws proposed to be amended by each of Items 4(a), 4(b), 4(c), 4(d) and 4(e). Proposed additions are indicated by double underlining, and proposed deletions are indicated by strike-throughs.
Item 4(a): Amendments to Remove the Supermajority Voting Standard for the Removal of Directors
Proposed Amendment to the Fourth Paragraph of Article EIGHTH of the Certificate
Subject to the rights of any class or series of stock having a preference over the Class A Common Stock as to dividends or upon liquidation to elect directors under specified circumstances, any director may be removed from office, with or without cause but only by the affirmative vote of the holders of at least 66 2/3% of the voting power of all the shares of the corporation entitled to vote generally in the election of directors, voting together as a single class.
Proposed Amendment to Section 3.2 of Article III of the Bylaws
Section 3.2 Except as otherwise provided for or fixed by or pursuant to the provisions of Article FOURTH of the Certificate of Incorporation relating to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect directors under specified circumstances, newly created directorships resulting from any increase in the number of directors and any vacancies on the board of directors resulting from death, resignation, disqualification, removal or other cause shall be filled by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the board of directors. Any director elected in accordance with the preceding sentence shall hold office for a term expiring at the next annual meeting of shareholders, with such director to hold office until his or her successor is elected and qualified. No decrease in the number of directors constituting the board of directors shall shorten the term of any incumbent director. Subject to the rights of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect directors under specified circumstances, any director may be removed from office, with or without cause and only by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all the shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class.
Item 4(b): Amendments to Remove the Supermajority Voting Standards for Future Amendments to the Certificate Approved By Our Stockholders
Proposed Amendment to the Fourth Paragraph of Article EIGHTH of the Certificate
Subject to the rights of any class or series of stock having a preference over the Class A Common Stock as to dividends or upon liquidation to elect directors under specified circumstances, any director may be removed from office, with or without cause . . . . The affirmative vote of the holders of at least 66 2/3% of the voting power of all the shares of the corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, amend or adopt any provision inconsistent with or repeal this fourth paragraph of Article EIGHTH.
Proposed Amendment to Article THIRTEENTH of the Certificate
THIRTEENTH. Notwithstanding the provisions of Article TWELFTH, any action required or permitted to be taken by the stockholders of the corporation must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in writing by such holders. Except as otherwise required by law and subject to the rights of the holders of any class or series of stock having a preference over the Class A Common Stock as to dividends or upon liquidation, special meetings of stockholders of the corporation may be called only by the board of directors pursuant to a resolution approved by a majority of the entire board of directors. Notwithstanding anything contained in this Restated Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 66 2/3% of the voting power of all the shares of the corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, amend or adopt any provision inconsistent with or repeal this Article THIRTEENTH.
Exhibit A
Proposed Amendment to Article FOURTEENTH of the Certificate
FOURTEENTH. The board of directors shall have power to make, alter, amend and repeal the Bylaws of the corporation . . . . Notwithstanding anything contained in this Restated Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 66 2/3% of the voting power of all the shares of the corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, amend or adopt any provision inconsistent with or repeal this Article FOURTEENTH.
Proposed Amendment to Article FIFTEENTH of the Certificate
FIFTEENTH. In addition to any affirmative vote required by law or this Restated Certificate of Incorporation, and except as otherwise expressly hereinafter provided in this Article: (i) any merger or consolidation . . . . shall require the affirmative vote of the holders. . . . Notwithstanding any other provisions of this Restated Certificate of Incorporation or the Bylaws of the corporation (and notwithstanding the fact that a lesser percentage may be specified by law, this Restated Certificate of Incorporation or the Bylaws of the corporation), the affirmative vote of the holders of at least 66 2/3% or more of the voting power of all the shares of the corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, amend or adopt any provisions inconsistent with or repeal this Article FIFTEENTH.
Item 4(c): Amendments to Remove the Requirement for a Supermajority Stockholder Vote for Future Amendments to Certain Bylaw Provisions
Proposed Amendment to Article FOURTEENTH of the Certificate
FOURTEENTH. The board of directors shall have power to make, alter, amend and repeal the Bylaws of the corporation (except insofar as the Bylaws of the corporation adopted by the stockholders shall otherwise provide). Any Bylaws made by the directors under the powers conferred hereby may be altered, amended or repealed by the directors or by the stockholders. Notwithstanding the foregoing and anything contained in this Restated Certificate of Incorporation to the contrary, Sections 3.1, 3.2 and 3.13 of Article III and Articles VIII and IX of the Bylaws shall not be altered, amended or repealed and no provision inconsistent therewith shall be adopted without the affirmative vote of the holders of at least 66 2/3% of the voting power of all the shares of the corporation entitled to vote generally in the election of directors, voting together as a single class.
Proposed Amendment to Section 8.1 of Article VIII of the Bylaws
Section 8.1 Subject to the provisions of the Certificate of Incorporation, these Bylaws may be altered, amended or repealed at any regular meeting of the shareholders (or at any special meeting thereof duly called for that purpose) by a majority vote of the shares represented and entitled to vote at such meeting; provided that in the notice of such special meeting notice of such purpose shall be given. Subject to the laws of the State of Delaware, the Certificate of Incorporation and these Bylaws, the board of directors may by majority vote of those present at any meeting at which a quorum is present amend these Bylaws, or enact such other Bylaws as in their judgment may be advisable for the regulation of the conduct of the affairs of the Corporation, except that the final sentence of Section 3.2 and Section 3.13 of Article III and Articles VIII and IX of the Bylaws may be amended only by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all the shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class.
Item 4(d): Amendment to Remove the Requirement for a Supermajority Stockholder Vote for Certain Transactions
Proposed Amendment to Article TWELFTH of the Certificate
TWELFTH. The affirmative vote of the holders of shares representing not less than sixty-six and two-thirds percent (66 2/3%) of the voting power of the corporation shall be required for the approval of any proposal forthe corporation to reorganize, merge, or consolidate with any other corporation, or sell, lease, or exchange substantially all of its assets or business. The amendment, alteration or repeal of this Article TWELFTH, or any portion hereof, shall require the approval of the holders of shares representing at least sixty-six and two-thirds percent (66 2/3%) of the voting power of the corporationTHIS SECTION INTENTIONALLY LEFT BLANK.
| | | | | | | | | A-2 | | | | | | Marriott International, Inc. | | |
Exhibit A
Item 4(e): Amendment to Remove the Supermajority Voting Standard for Certain Business Combinations
Proposed Amendment to Article FIFTEENTH of the Certificate
FIFTEENTH. In addition to any affirmative vote required by law or this Restated Certificate of Incorporation, and except as otherwise expressly hereinafter provided in this Article:
(i) any merger or consolidation of the corporation or any Subsidiary (as hereinafter defined) with (a) any Interested Stockholder (as hereinafter defined) or (b) any other corporation (whether or not such other corporation is an Interested Stockholder) which is, or after such merger or consolidation would be, an Affiliate (as hereinafter defined) of an Interested Stockholder; or
(ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any Interested Stockholder or any Affiliate of any Interested Stockholder of any assets of the corporation or any Subsidiary having an aggregate Fair Market Value (as hereinafter defined) of Fifteen Million Dollars or more, or
(iii) the issuance or transfer by the corporation or any Subsidiary (in one transaction or series of transactions) of any securities of the corporation or any Subsidiary to any Interested Stockholder, or any Affiliate of any Interested Stockholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value of Fifteen Million Dollars or more; or
(iv) the adoption of any plan or proposal for the liquidation or dissolution of the corporation proposed by or on behalf of an Interested Stockholder or any Affiliate or any Interested Stockholder; or
(v) any reclassification of securities (including any reverse stock split), or recapitalization of the corporation, or any merger or consolidation of the corporation with any of its Subsidiaries or any other transaction (whether or not with or into or otherwise involving an Interested Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the corporation or any Subsidiary which is directly or indirectly owned by an Interested Stockholder or any Affiliate of any Interested Stockholder:
shall require the affirmative vote of the holders of at least 66 2/3%a majority of the voting power of all the shares of the corporation entitled to vote generally in the election of directors (the “Voting Stock”), voting together as a single class (it being understood that for purposes of this Article FIFTEENTH, each share of the Voting Stock shall have the number of votes granted to it pursuant to Article FOURTH of this Restated Certificate of Incorporation). Such affirmative vote shall be required, notwithstanding the fact that no vote may be required, or that a lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY 1b. Anthony G. Capuano 1c. Deborah M. Harrison 1d. Frederick A. Henderson 1i. David S. Marriott 1h. Aylwin B. Lewis 1g. Debra L. Lee 1f. Lawrence W. Kellner 1j. Margaret M. McCarthy 1k. George Muñoz 1l. Horacio D. Rozanski 1m. Susan C. Schwab 1e. Eric Hippeau 2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2021 3. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION 4. AMEND THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION AND BYLAWS TO REMOVE SUPERMAJORITY VOTING STANDARDS: NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. The Board of Directors recommends you vote FOR each of the following director nominees: The Board of Directors recommends you vote FOR the following proposals: Company Proposals 1a. J.W. Marriott, Jr. 4a. AMENDMENTS TO REMOVE THE SUPERMAJORITY VOTING STANDARD FOR REMOVAL OF DIRECTORS 4b. AMENDMENTS TO REMOVE THE SUPERMAJORITY VOTING STANDARDS FOR FUTURE AMENDMENTS TO THE CERTIFICATE OF INCORPORATION APPROVED BY OUR STOCKHOLDERS 4c. AMENDMENTS TO REMOVE THE REQUIREMENT FOR A SUPERMAJORITY STOCKHOLDER VOTE FOR FUTURE AMENDMENTS TO CERTAIN BYLAW PROVISIONS 4d. AMENDMENT TO REMOVE THE REQUIREMENT FOR A SUPERMAJORITY STOCKHOLDER VOTE FOR CERTAIN TRANSACTIONS 4e. AMENDMENT TO REMOVE THE SUPERMAJORITY VOTING STANDARD FOR CERTAIN BUSINESS COMBINATIONS 1. ELECTION OF 13 DIRECTORS MARRIOTT INTERNATIONAL, INC. For Against Abstain D41966-P52364 MARRIOTT INTERNATIONAL, INC. ATTN: KELLY BLACKWELL 10400 FERNWOOD RD. BETHESDA, MD 20817 LAW DEPT/CORP SEC’S OFFICE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 6, 2021 for shares held directly and by 11:59 p.m. Eastern Time on May 4, 2021 for shares held in a Retirement Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/MAR2021 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 6, 2021 for shares held directly and by 11:59 p.m. Eastern Time on May 4, 2021 for shares held in a Retirement Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. For Against Abstain !
D41967-P52364 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com. WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING. BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK. Internet and telephone voting are available through 11:59 PM Eastern Time on Thursday, May 6, 2021, the day before the meeting. If you hold shares through a Retirement Plan, Internet and telephone voting are available through 11:59 PM Eastern Time on Tuesday, May 4, 2021. Your Internet or telephone vote authorizes the named proxies to vote these shares in the same manner as if you marked, signed and returned your proxy card. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS,
Andrew P.C. Wright
Secretary 86 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
TABLE OF MARRIOTT INTERNATIONAL, INC. T HIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED STOCKHOLDER(S), OR IF NO DIRECTION IS INDICATED, “FOR” EACH DIRECTOR NOMINEE IN ITEM 1, AND “FOR” ITEMS 2, 3 AND 4(a)-(e), AND IT WILL BE VOTED IN ACCORDANCE WITH THE DISCRETION OF THE PROXIES AS TO ANY OTHER MATTER THAT IS PROPERLY PRESENTED. The undersigned acknowledge(s) receiptCONTENTS This proxy statement includes forward-looking statements. These statements are not historical facts, but instead represent only our beliefs regarding future events, many of a Noticewhich, by their nature, are inherently uncertain and outside of Annual Meetingour control. Forward-looking statements include information related to our investment and business plans; our plans to return excess capital to stockholders; the expected continued growth of Stockholders,our business; the accompanying Proxy Statementbenefits of our digital and technology transformation; our development pipeline; statements regarding future changes to our Board of Directors, corporate governance practices, executive and director compensation programs, equity plan usage, ESG matters and initiatives and related goals and disclosures; other statements that are preceded by, followed by, or include the words “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “foresees,” or similar expressions; and similar statements concerning anticipated future events and expectations that are not historical facts. We caution you that these statements are not guarantees of future performance and are subject to numerous evolving risks and uncertainties that we may not be able to accurately predict or assess, including the risk factors that we describe in our Securities and Exchange Commission filings, including our most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q. Any of these factors could cause actual results to differ materially from the expectations we express or imply in this press release. All statements in this proxy statement are made as of March 27, 2024. We undertake no obligation to publicly update or revise these statements, whether as a result of new information, future events or otherwise. References to our website or other links to our publications or other information are provided for the fiscal year ended December 31, 2020.convenience of our stockholders. The undersigned further hereby appoint(s) J.W. Marriott, Jr.information or data included on our websites or accessible at these links is not incorporated into, and Anthony G. Capuano, and each of them, with power to act without the other and with full power of substitution in each, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side, all the shares of Marriott International, Inc. (the “Company”) Class A common stock which the undersigned is entitled to vote, and, in their discretion, to vote upon such other business as may properly come before the Annual Meeting of Stockholders of the Companywill not be deemed to be held May 7, 2021a part of, this proxy statement or any adjournmentof our other filings with the SEC. 2024 Proxy Statement | | | Marriott International, Inc. | | | 87 |
TABLE OF CONTENTS Non-GAAP Financial Measures In this proxy statement, we report Adjusted Earnings Before Interest Expense, Taxes, Depreciation and Amortization (“Adjusted EBITDA”), which is not required by, or postponement thereof, with all powers which the undersigned would possess if present at the Meeting. If the undersigned has voting rights with respect to shares of Company Class A common stock under the Marriott Retirement Savings Plan or the Marriott International, Inc. Puerto Rico Retirement Plan, the undersigned hereby direct(s) the trustee of the plan to vote shares equal to the number of share equivalents allocated to the undersigned’s accounts under the planpresented in accordance with, United States generally accepted accounting principles (“GAAP”). Please be aware that this non-GAAP measure has limitations and should not be considered in isolation or as a substitute for net income or any other comparable operating measure prescribed by GAAP. In addition, we may calculate and/or present this non-GAAP financial measure differently than measures with the instructions given herein.same or similar names that other companies report, and as a result, the non-GAAP measure we report may not be comparable to those reported by others. Adjusted EBITDA reflects net income excluding the impact of the following items: cost reimbursement revenue and reimbursed expenses, interest expense, depreciation and amortization, provision for income taxes, merger-related charges and other expenses, and stock-based compensation expense for all periods presented. When applicable, Adjusted EBITDA also excludes certain non-cash impairment charges related to equity investments and gains and losses on asset dispositions made by us or by our joint venture investees. In our presentation of Adjusted EBITDA, we also exclude a one-time cost in 2022 related to certain property-level adjustments related to compensation and transition costs associated with the Starwood merger, which we record in the “Merger-related charges and other” caption of our Consolidated Statements of Income (our “Income Statements”), to allow for period-over-period comparisons of our ongoing operations before the impact of these items. We believe that Adjusted EBITDA is a meaningful indicator of our operating performance because it permits period-over-period comparisons of our ongoing operations before these items. Our use of Adjusted EBITDA also facilitates comparison with results from other lodging companies because it excludes certain items that can vary widely across different industries or among companies within the same industry. For example, interest expense can be dependent on a company’s capital structure, debt levels, and credit ratings. Accordingly, the impact of interest expense on earnings can vary significantly among companies. The trustee will vote sharestax positions of companies can also vary because of their differing abilities to take advantage of tax benefits and because of the tax policies of the jurisdictions in which they operate. As a result, effective tax rates and provisions for income taxes can vary considerably among companies. Our Adjusted EBITDA also excludes depreciation and amortization expense, which we report under “Depreciation, amortization, and other” as well as depreciation and amortization classified in “Contract investment amortization,” “Reimbursed expenses,” and “Equity in earnings” of our Income Statements, because companies utilize productive assets of different ages and use different methods of both acquiring and depreciating productive assets. Depreciation and amortization classified in “Reimbursed expenses” reflects depreciation and amortization of Marriott-owned assets, for which it does notwe receive instructions by 11:59 p.m. Eastern Time, Tuesday, May 4, 2021,cash from owners to reimburse the Company for its investments made for the benefit of the system. These differences can result in considerable variability in the same proportion that it votesrelative costs of productive assets and the shares for which it received timely instructions from other participantsdepreciation and amortization expense among companies. We exclude stock-based compensation expense in all periods presented to address the considerable variability among companies in recording compensation expense because companies use stock-based payment awards differently, both in the plan. PROXY PROXY (Continuedtype and quantity of awards granted. We exclude non-cash impairment charges related to be marked, datedequity investments, which we record in the “Equity in earnings” caption of our Income Statements to allow for period-over-period comparisons of our ongoing operations before the impact of these items. We exclude cost reimbursement revenue and signed, onreimbursed expenses, which relate to property-level and centralized programs and services that we operate for the other side) FOLD AND DETACH HEREbenefit of our property owners. We do not operate these programs and services to generate a profit over the long term, and accordingly, when we recover the costs that we incur for these programs and services from our property owners, we do not seek a mark-up. For property-level services, our owners typically reimburse us at the same time that we incur expenses. However, for centralized programs and services, our owners may reimburse us before or after we incur expenses, causing timing differences between the costs we incur and the related reimbursement from property owners in our operating and net income. Over the long term, these programs and services are not designed to impact our economics, either positively or negatively. Because we do not retain any such profits or losses over time, we exclude the net impact when evaluating period-over-period changes in our operating results. 2024 Proxy Statement | | | Marriott International, Inc. | | | A-1 |
TABLE OF CONTENTS The following table presents our reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure. ($ in millions) | | | | | | | | | | Net income, as reported | | | $3,083 | | | $2,358 | | | 31% | Cost reimbursement revenue | | | (17,413) | | | (15,417) | | | | Reimbursed expenses | | | 17,424 | | | 15,141 | | | | Interest expense | | | 565 | | | 403 | | | | Interest expense from unconsolidated joint ventures | | | 6 | | | 6 | | | | Provision for income taxes | | | 295 | | | 756 | | | | Depreciation and amortization | | | 189 | | | 193 | | | | Contract investment amortization | | | 88 | | | 89 | | | | Depreciation and amortization classified in reimbursed expenses | | | 159 | | | 118 | | | | Depreciation, amortization, and impairments from unconsolidated joint ventures | | | 19 | | | 27 | | | | Stock-based compensation | | | 205 | | | 192 | | | | Merger-related charges and other | | | 60 | | | 12 | | | | Gains on investees’ property sales(1) | | | – | | | (23) | | | | Gain on asset dispositions(2) | | | (24) | | | (2) | | | | Adjusted EBITDA | | | $4,656 | | | $3,853 | | | 21% |
(1)
| Gains on investees’ property sales reported in Equity in earnings. |
(2)
| Gain on asset dispositions reported in Gains and other income, net. |
A-2 | | | Marriott International, Inc. | | | 2024 Proxy Statement |
0001048286 2 2023-01-01 2023-12-31 |
