MARRIOTT INTERNATIONAL INC MD

For the period ended May 10, 2024. Filed Mar 27, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 10, 2024 · Filed Mar 27, 2024

MAR$416.47-0.2%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

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 Matters and the Recommendations of the Board of Directors (the “Board”)

Item		Reasons for recommendation	See page
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.	12
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.	12
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.	13
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.	14
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.	17

2024 Proxy Statement			Marriott International, Inc.			5

Our Director Nominees

See “Corporate Governance – Nominees to our Board of Directors” for more information. Each director is elected annually by a majority of votes cast.

November 2023

Marriott International Board of Directors

Front: (L to R): Aylwin Lewis, Lauren Hobart, David Marriott, Tony Capuano, Debi Lee, Horacio Rozanski.

Back (L to R): Susan Schwab, Grant Reid, Meg McCarthy, Fritz Henderson, Debbie Marriott Harrison, Bella Goren, Eric Hippeau. Mr. Hippeau has reached our mandatory retirement age and is not standing for reelection this year.

Marriott International, Inc.

2024 Proxy Statement

The following table provides summary information about each director nominee.

Name Occupation · · · Age* · · · Director since · · · Independent · · · Committee memberships
· AC · · · HRCC · · · NCGC · · · ISIC · · · TISOC · · · EC
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 Expert

AC:	Audit Committee	ISIC:	Inclusion and Social Impact Committee
HRCC:	Human Resources and Compensation Committee	TISOC:	Technology and Information Security Oversight Committee
NCGC:	Nominating and Corporate Governance Committee	EC:	Executive Committee

*	Ages as of May 10, 2024.

2024 Proxy Statement			Marriott International, Inc.			7

Corporate Governance Highlights

See “Corporate Governance” for more information.

Marriott International, Inc.

2024 Proxy Statement

Executive Compensation Matters

2023 was a terrific year. We saw continued strong momentum in our business around the world, thanks to solid demand for travel and our diverse portfolio of more than 30 brands, which led to excellent financial and operating performance. All of our regions experienced significant RevPAR improvement during the year, net income increased by 31% over 2022, and Adjusted EBITDA increased by 21% over 2022.(1) We returned over $4.5 billion to stockholders through dividends and share repurchases during the year. Development activity was also strong as we signed a record 891 organic management, franchise and license agreements in 2023, representing approximately 164,000 rooms, and achieved strong net rooms growth of 4.7%. By year-end, our worldwide system consisted of nearly 8,800 properties with more than 1,597,000 rooms in 139 countries and territories. Our people are foundational to our strategy. Our associate engagement scores exceeded the “Best Employer” external benchmark, and we were recognized as a top 10 company on the Fortune 100 Best Companies to Work For®, Great Place to Work® in 2023. Finally, from a customer standpoint, we exceeded our 2023 goals for guest satisfaction and for Marriott Bonvoy loyalty program member engagement and enrollments.

How We Tie Pay to Performance

There is a strong correlation between our executive pay and Company performance. Our executive compensation program is designed to maintain this alignment, while also protecting the Company against inappropriate risk-taking and conflicts among the interests of the Company, its stockholders, and its executives. With these goals in mind, the Board and its Human Resources and Compensation Committee have implemented an executive compensation program that consists of the following key components:

(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.

2024 Proxy Statement			Marriott International, Inc.			9

Majority of Compensation is Equity and At-Risk

The 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 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 incentives 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” 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.

Marriott International, Inc.

2024 Proxy Statement

Executive Compensation Best Practices

Consistent with our commitment to executive compensation best practices, the Company maintained the following NEO compensation practices for 2023:

What We Do			• Executive compensation is strongly linked to the Company’s operating and financial performance and strategic business priorities• The Human Resources and Compensation Committee follows a rigorous process in determining NEO pay, including detailed review of multiple short- and long-term performance factors and market compensation information• The Human Resources and Compensation Committee emphasizes long-term pay and performance alignment by having long-term equity represent the largest component of annual target total direct compensation (approximately 65%-75% of total) and by having 50% of annual equity awards granted to the President and CEO be three-year PSUs• The Human Resources and Compensation Committee considers diversity and inclusion progress as part of its determination of executive compensation• The Human Resources and Compensation Committee reinforces its commitment to long-term performance through robust stock ownership requirements that discourage excessive risk-taking to achieve short-term returns. NEOs must retain 50% of the net after-tax shares under equity awards granted after becoming an NEO until they satisfy their applicable ownership requirement• NEOs are subject to compensation clawback requirements that can be triggered by either an accounting restatement or by serious misconduct• The Human Resources and Compensation Committee oversees and reviews an annual compensation risk assessment• The Human Resources and Compensation Committee is composed solely of independent members of the Board and retains an independent compensation consultant• We provide stockholders with an annual vote to approve, on a non-binding, advisory basis, the compensation of the NEOs and are available for engagement with stockholders on the Company’s compensation process and policies

What We Do Not Do			• We do not have employment contracts with NEOs• We do not offer defined benefit pension plans or supplemental executive retirement plans for our NEOs• We do not provide tax gross-ups• We do not have executive severance plans for our NEOs• We do not provide “single trigger” change in control benefits• We do not reprice options or SARs without stockholder approval, nor do we buy out underwater options or SARs• We do not allow associates, including NEOs, or directors to engage in hedging or derivative transactions related to Marriott securities• We do not allow directors or executive officers to hold Company stock in margin accounts or pledge such stock as collateral for loans, subject to limited exceptions for non-independent directors who are not executive officers• We do not pay or accrue dividends or dividend equivalents on unvested or unexercised equity awards

2024 Proxy Statement			Marriott International, Inc.			11

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.