MARRIOTT INTERNATIONAL INC /MD/
For the period ended May 9, 2025. Filed Mar 27, 2025.
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May 9, 2025 · Filed Mar 27, 2025
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 · Board recommends · Reasons for recommendation · See page | ||||
|---|---|---|---|---|
| 1 | Election of Directors | each of the 13 director nominees | The Board and its Nominating and Corporate Governance Committee believe the 13 director nominees each possess the skills, experience, and background to effectively monitor performance, provide oversight, and advise management on the Company’s strategy. | 10 |
| 2 | Ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2025 | 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 2025 is in the best interests of the Company and its stockholders. | 10 | |
| 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. | 11 | |
| 2025 Proxy Statement | Marriott International, Inc. | 3 |
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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.
February 2025
Marriott International Board of Directors
Front (L to R): Sean Tresvant, Debi Lee, David Marriott, Fritz Henderson, Meg McCarthy
Back (L to R): Lauren Hobart, Susan Schwab, Tony Capuano, Grant Reid, Debbie Marriott Harrison, Aylwin Lewis, Horacio Rozanski, Bella Goren
| * | As of the 2025 Annual Meeting. |
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| 4 | Marriott International, Inc. | 2025 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. | 51 | 2021 | No | MEMBER | CHAIR | ||||
| Anthony G. Capuano President and Chief Executive Officer, Marriott International, Inc. | 59 | 2021 | No | MEMBER | MEMBER | ||||
| Isabella D. Goren Former Chief Financial Officer, American Airlines, Inc. and AMR Corporation | 65 | 2022 | Yes | CHAIR | MEMBER | ||||
| Deborah Marriott HarrisonGlobal Cultural Ambassador Emeritus, Marriott International, Inc. | 68 | 2014 | No | MEMBER | |||||
| Frederick A. Henderson (Lead Independent Director)Former Chairman and Chief Executive Officer, SunCoke Energy, Inc. | 66 | 2013 | Yes | MEMBER | CHAIR | MEMBER | |||
| Lauren R. Hobart President and Chief Executive Officer, DICK’S Sporting Goods, Inc. | 56 | 2023 | Yes | MEMBER | MEMBER | ||||
| Debra L. Lee Former Chairman and Chief Executive Officer, BET Networks | 70 | 2004 | Yes | MEMBER | CHAIR | MEMBER | |||
| Aylwin B. Lewis Former Chairman, Chief Executive Officer and President, Potbelly Corporation | 70 | 2016 | Yes | MEMBER | CHAIR | MEMBER | |||
| Margaret M. McCarthy Former Executive Vice President, CVS Health Corporation | 71 | 2019 | Yes | MEMBER | CHAIR | ||||
| Grant F. Reid Former President and Chief Executive Officer, Mars, Incorporated | 66 | 2023 | Yes | MEMBER | MEMBER | ||||
| Horacio D. Rozanski Chairman, Chief Executive Officer and President, Booz Allen Hamilton, Inc. | 57 | 2021 | Yes | MEMBER | MEMBER | ||||
| Susan C. Schwab Professor Emerita, University of Maryland School of Public Policy and Strategic Advisor, Mayer Brown LLP | 70 | 2015 | Yes | MEMBER | MEMBER | ||||
| Sean C. Tresvant** Chief Executive Officer, Taco Bell Corp. | 55 | 2025 | Yes | ||||||
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 the 2025 Annual Meeting. |
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| ** | Mr. Tresvant joined the Board in February 2025, and the Board has not yet assigned him to any Board committees. |
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| 2025 Proxy Statement | Marriott International, Inc. | 5 |
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Corporate Governance Highlights
See “Corporate Governance” for more information.
| 6 | Marriott International, Inc. | 2025 Proxy Statement |
Executive Compensation Matters
2024 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. Relative to 2023, worldwide systemwide RevPAR increased 4.3%.(1) Full year 2024 reported net income totaled $2.375 billion and full year 2024 Adjusted EBITDA totaled $4.981 billion.(2) During 2024, we returned over $4.4 billion to stockholders through dividends and share repurchases. Development activity was also strong as we signed a record of over 1,200 development deals with hotel owners and other counterparties in 2024, representing nearly 162,000 rooms, and achieved strong net rooms growth of 6.8%. By year-end 2024, our worldwide system consisted of over 9,300 properties with more than 1.7 million rooms in 144 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 2024. Finally, from a customer standpoint, we exceeded our 2024 goals for guest satisfaction and for Marriott Bonvoy 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) | Revenue Per Available Room (RevPAR) statistics are systemwide constant dollar. Unless otherwise stated, RevPAR comparisons between 2024 and 2023 reflect properties that are comparable in both years. |
| (2) | 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. |
| 2025 Proxy Statement | Marriott International, Inc. | 7 |
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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 2024.
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 2021-2024 and for Arne M. Sorenson, our former President and CEO, for 2018-2020. 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. |
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| 8 | Marriott International, Inc. | 2025 Proxy Statement |
Executive Compensation Best Practices
Consistent with our commitment to executive compensation best practices, the Company maintained the following NEO compensation practices for 2024:
| 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%-76% 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 progress on strategic human capital objectives 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 |
| 2025 Proxy Statement | Marriott International, Inc. | 9 |
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