MARRIOTT INTERNATIONAL INC /MD/
For the period ended May 8, 2026. Filed Mar 27, 2026.
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May 8, 2026 · Filed Mar 27, 2026
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 | FOReach of the 12 director nominees | 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. | 10 |
| 2 | Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2026 | 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 2026 is in the best interests of the Company and its stockholders. | 11 |
| 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. | 11 |
| 2026 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.
| * | As of the 2026 Annual Meeting. |
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| 4 | Marriott International, Inc. | 2026 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. | 52 | 2021 | No | MEMBER | CHAIR | ||||
| Anthony G. Capuano President and Chief Executive Officer, Marriott International, Inc. | 60 | 2021 | No | MEMBER | MEMBER | ||||
| Isabella D. Goren Former Chief Financial Officer, American Airlines, Inc. and AMR Corporation | 66 | 2022 | Yes | CHAIR | MEMBER | ||||
| Deborah Marriott Harrison Global Cultural Ambassador Emeritus, Marriott International, Inc. | 69 | 2014 | No | MEMBER | |||||
| Frederick A. Henderson (Lead Independent Director) Former Chairman and Chief Executive Officer, SunCoke Energy, Inc. | 67 | 2013 | Yes | MEMBER | CHAIR | MEMBER | |||
| Lauren R. Hobart President and Chief Executive Officer, DICK’S Sporting Goods, Inc. | 57 | 2023 | Yes | MEMBER | MEMBER | ||||
| Aylwin B. Lewis Former Chairman, Chief Executive Officer and President, Potbelly Corporation | 71 | 2016 | Yes | MEMBER | CHAIR | MEMBER | |||
| Margaret M. McCarthy Former Executive Vice President, CVS Health Corporation | 72 | 2019 | Yes | MEMBER | CHAIR | ||||
| Grant F. Reid Former President and Chief Executive Officer, Mars, Incorporated | 67 | 2023 | Yes | MEMBER | MEMBER | ||||
| Horacio D. Rozanski Chairman, Chief Executive Officer and President, Booz Allen Hamilton, Inc. | 58 | 2021 | Yes | MEMBER | MEMBER | ||||
| Susan C. Schwab Professor Emerita, University of Maryland School of Public Policy and Strategic Advisor, Mayer Brown LLP | 71 | 2015 | Yes | MEMBER | MEMBER | ||||
| Sean C. Tresvant Chief Executive Officer, Taco Bell and Chief Consumer Officer, Yum! Brands, Inc. | 56 | 2025 | 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 the 2026 Annual Meeting. |
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| ** | Debra L. Lee currently serves as the Chair of the Inclusion and Social Impact Committee and as a member of the Nominating and Corporate Governance Committee and the Executive Committee. Ms. Lee announced she will retire from the Board at the conclusion of her term and is not standing for reelection this year. |
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| 2026 Proxy Statement | Marriott International, Inc. | 5 |
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Corporate Governance Highlights
See “Corporate Governance” for more information.
| 6 | Marriott International, Inc. | 2026 Proxy Statement |
Executive Compensation Matters
2025 was a strong year. We delivered excellent results in 2025, reflecting the strength of our compelling brands, delivery of great experiences to our customers, and continued momentum in development activity. Relative to 2024, worldwide systemwide RevPAR increased 2.0%.(1) Full year 2025 reported net income totaled $2.601 billion and full year 2025 Adjusted EBITDA totaled $5.383 billion.(2) During 2025, we returned over $4 billion to stockholders through dividends and share repurchases. Development activity was also strong as we signed nearly 1,200 development deals with hotel owners and other counterparties in 2025 (excluding our acquisition of the citizenM brand), representing approximately 163,000 rooms, and achieved strong net rooms growth of over 4.3% from year-end 2024. By year-end 2025, our worldwide system consisted of over 9,800 properties with more than 1.7 million rooms in 145 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 5 company on the World’s Best Workplaces™ list by Great Place To Work® and Fortune magazine in 2025. Finally, from a customer standpoint, we exceeded our 2025 goals for Marriott Bonvoy program member engagement and enrollments and increased guest satisfaction scores over the prior year.
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. RevPAR comparisons between 2025 and 2024 reflect properties that are comparable in both years. |
| (2) | Adjusted earnings before interest, taxes, depreciation, and amortization (“EBITDA”) is a non-GAAP financial measure. The reasons Marriott 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. |
| 2026 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 2025.
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 three-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 three-year period (including supplemental stock awards). Stock award balances are valued at the end of the three-year period and include the “in-the-money” value of SARs, and the value of PSUs (valued assuming actual performance) and RSUs granted during the three-year period. Realizable Pay is for Mr. Capuano for 2021-2025 and for Arne M. Sorenson, our former President and CEO, for 2019-2020. TSR reflects both stock price appreciation and reinvested dividends. The three-year TSR rolling percentage is determined using 60-day average opening and closing prices. |
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| 8 | Marriott International, Inc. | 2026 Proxy Statement |
Executive Compensation Best Practices
Consistent with our commitment to executive compensation best practices, the Company maintained the following NEO compensation practices for 2025:
| 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 regular 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 |
| 2026 Proxy Statement | Marriott International, Inc. | 9 |
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