UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Proxy Statement Notice of Annual Meeting of Stockholders Friday, May 6, 2022 Marriott international

Letter from our Chairman and our Chief Executive Officer

LETTER FROM OUR CHAIRMAN AND OUR CHIEF EXECUTIVE OFFICER

2021 Business Highlights

In 2021, we made remarkable progress across our global portfolio. We believe this progress reflects the resilience of travel, the strength of our brands, the benefits of our asset light business model, and our strong focus on cost containment. Here are a few performance highlights from 2021:

More than two years after COVID-19 first emerged, there are signs all around us that people are adapting to a “new normal.” As travelers get back on the road, we are well-positioned to meet that demand and poised to further grow our business.

Environmental, Social and Governance

The Board of Directors and our management team remain keenly focused on our social impact and sustainability efforts. In June, as part of our diversity, equity, and inclusion efforts, we announced we were setting new internal diversity goals for positions at the vice president level and above. The new targets aim to achieve global gender parity in these positions by 2023, an acceleration of our prior timetable, and to increase the representation of people of color in these positions in the U.S. to 25 percent by 2025. In July, we updated our Human Trafficking Awareness training,

Letter from our Chairman and our Chief Executive Officer

which will be made widely available to the entire industry. More than 900,000 managed and franchised associates have taken training in this area. In September, we pledged to set science-based emissions reduction targets in line with 1.5°C emissions scenarios. These efforts are part of our broader sustainability and social impact platform, called Serve 360: Doing Good in Every Direction, through which we aim to positively address some of the most pressing societal issues of our time. As we weather the industry’s current challenges, we will continue to draw on our long history of being a force for good in our communities.

We also know that our success is rooted in good governance. Our Board of Directors is actively engaged in the company’s strategy, oversees our approach to environmental and social initiatives, and provides independent oversight and valuable guidance that helps position us for success. The Board has long embraced diversity and board refreshment – we have welcomed five new directors in the last three years – and we believe the diverse backgrounds, experiences, skills, and tenure of our directors are fundamental to the effectiveness of our Board.

Embracing Change

It has been just over a year since the Board appointed long-time company veterans Anthony “Tony” Capuano as Chief Executive Officer and Stephanie Linnartz as President following the tragic death of our beloved CEO and President, Arne Sorenson. Under Tony’s and Stephanie’s leadership, we have built on Arne’s legacy and advanced our strategies to grow the business, provide opportunities for our associates, maintain strong relationships with our owners and franchisees, deliver safe and innovative experiences for our guests, and create long term value for our stockholders. Tony and Stephanie are joined by a dedicated and experienced senior leadership team, many of whom have taken on new or expanded responsibilities over the past 18 months.

Our annual meeting in May will mark another extraordinary change for Marriott International. J.W. Marriott, Jr. will retire after more than 66 years of service with the company, including the last decade as our Executive Chairman. Mr. Marriott is a visionary leader and industry icon who has stewarded the company in ways large and small since his first full-time job with the company at the age of 14. The Board has named him Chairman Emeritus, and we are grateful that he will remain close by as a mentor and a resource. Lawrence W. Kellner, who has served on the Board since 2002 and as our independent Lead Director since 2013, will also retire from the Board at the annual meeting. Larry has made many significant contributions to the Board and its leadership, and he will be deeply missed.

Talented leaders who know our business and live our core values are poised to step into these big shoes. The Board has elected David S. Marriott as its next Chairman, effective after the annual meeting. As the grandson of our founders, the son of J.W. Marriott, Jr., and a long-time employee and executive of the company, David has extensive operational and leadership experience and brings a deep historical perspective to the Board. He stepped down as an employee of the company in April 2021 in connection with joining the Board, allowing him to focus on leading the Board in fulfilling its oversight and governance responsibilities and being a company ambassador as we continue to grow around the world. In doing so, he will also continue the Marriott family’s stewardship of the renowned culture and values that have fueled the company for more than 94 years. Joining David in leading the Board will be Fritz Henderson, whom the independent directors have selected as the next independent Lead Director. Fritz joined our Board in 2013 and, having served in numerous executive and board leadership roles at other public companies throughout his career, will continue our Board’s tradition of engaged and truly impactful independent leadership.

Closing Thought from Bill Marriott

When I look at the black-and-white photos of the small root beer stand that my young parents opened in 1927, and then think about the company Marriott has become today, I am quite simply amazed. The company’s success is a testament to the core values that have guided us for more than 94 years and the outstanding associates who live those values every day in service of our guests. As a new generation of leaders takes the reins of Marriott, I know those values will continue to guide them. They have my utmost confidence. There is an exciting road ahead for Marriott International.

Thank you for your continued support.

Sincerely,

J.W. Marriott, Jr. Executive Chairman and Chairman of the Board		Anthony G. Capuano Chief Executive Officer

J.W. Marriott, Jr. guided what was once a family-run root beer stand and restaurant business to a global hospitality company that is today comprised of 8,000 properties across 30 brands in 139 countries and territories. Mr. Marriott’s love for the hospitality industry began at an early age. He spent his high school and college years working in a variety of positions in the family’s Hot Shoppes restaurant chain. After a stint in the U.S. Navy in the mid 1950s, he became a full-time associate in 1956, and soon afterward began overseeing the first Marriott hotel. He became President of the Company in 1964 and Chief Executive Officer in 1972, a role he held for 40 years before stepping down on March 31, 2012. He was elected Chairman of the Board in 1985.

During his tenure, Mr. Marriott relied heavily on the culture established by his parents, J.W. and Alice Marriott, when they founded the Company in 1927 with five core values: put people first, pursue excellence, embrace change, act with integrity and serve our world.

Mr. Marriott is well known inside the Company for his hotel visits around the world, where he would inspect properties and spend time talking with associates at every level of the business. He wanted to hear their concerns, their ideas and their feedback.

He often said that when associates know that their problems will be taken seriously, that their ideas and insights matter, they are more comfortable and confident, and in turn, better equipped to deliver their best on the job. One of Mr. Marriott’s most important legacies will be his stewardship in preserving what he considered Marriott’s secret to success – a Company culture that puts people first and creates opportunity for all.

Corporate Headquarters and Mailing Address    v    10400 Fernwood Road    v    Bethesda, Maryland 20817

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

How to Vote Your Shares in Advance of the Annual Meeting (see pages 73 - 76 for details)
BY TELEPHONE		VIA THE INTERNET		BY MAIL
Using the toll-free phone number listed on the proxy card or voting instruction form		Using the Internet and voting at the website listed on the proxy card or voting instruction form		Signing, dating and mailing the enclosed proxy card or voting instruction form in the enclosed postage-paid envelope

To Our Stockholders:

The 2022 annual meeting of stockholders (“Annual Meeting” or “2022 Annual Meeting”) of Marriott International, Inc. (“we,” “us,” “our,” “Marriott,” or the “Company”) will be a virtual meeting held on May 6, 2022, beginning at 12:00 p.m. Eastern Time. Stockholders of record as of the record date may join a live audio webcast at www.virtualshareholdermeeting.com/MAR2022. At the Annual Meeting, stockholders will act on the following items:

Record Date: Stockholders of record at the close of business on March 9, 2022, 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 join the Annual Meeting at www.virtualshareholdermeeting.com/MAR2022 by entering the 16-digit control number that appears on your proxy card. If your shares are held in street name and your voting instruction form indicates that you may vote those shares through the http://www.proxyvote.com website, then you may join 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 join 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. You may also vote online during the Annual Meeting by following the instructions provided on the Annual Meeting website. For more information, see pages 73 - 76.

Distribution Date: This proxy statement is first being made available to our stockholders on March 22, 2022.

Stockholder List: A list of stockholders of record entitled to vote at the Annual Meeting will be available electronically at www.virtualshareholdermeeting.com/MAR2022 during the Annual 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

March 22, 2022

Table of Contents

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

Proxy Statement Summary

Our Director Nominees

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. Unless otherwise specified, committee membership and board leadership roles reflected in this table and discussed elsewhere in this proxy statement refer to the anticipated committee composition and leadership roles as of the conclusion of the Annual Meeting, assuming the respective director nominees are re-elected to the Board at the Annual Meeting.

Proxy Statement Summary

Corporate Governance Highlights

See “Corporate Governance” for more information.

		Independent Board and Board committees
		• Chairman and CEO positions separate since 2012; independent Lead Director position established in 2013   • Nine of 12 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 directors   • 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

 

		Active stockholder engagement
		During fiscal year 2021, we met with investors from around 270 institutions in individual and group investor meetings and at conferences. These investors represent a majority of our institutional investor base.

		Progressive stockholder rights
		• Majority vote in uncontested director elections   • Annual director elections   • Market standard proxy access right for stockholders   • Confidential voting policy

 

		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. Five of our 12 nominees joined the Board in 2019 or later, including three independent members.

 

		Strong stockholder support on say-on-pay
		At the Company’s 2021 annual meeting, stockholders again expressed substantial support for the compensation of our NEOs with over 97 percent of the votes cast for approval of the “say-on-pay” advisory proposal relating to our 2020 NEO compensation.

Proxy Statement Summary

Executive Compensation Matters

In fiscal year 2021, the Company continued to devote substantial attention to the impacts of the COVID-19 pandemic while also making significant leadership changes following the unexpected passing of our long-time President and CEO, Arne Sorenson, early in the year. Despite the ongoing effects of the pandemic and the changes in the Company’s leadership, we saw a significant business recovery across our global footprint. Our financial and operating performance were strong. All of our regions experienced significant hotel occupancy gains during the year and adjusted EBITDA nearly doubled over the prior year. Strong rooms growth resumed in 2021 and we added more than 86,000 rooms, a new Company record. By year-end, our worldwide system consisted of nearly 8,000 properties and roughly 1.48 million rooms in 139 countries and territories. From a customer standpoint, we exceeded our goals for new Marriott Bonvoy loyalty member enrollments and improved Marriott Bonvoy elite member appreciation scores. Our associate engagement scores exceeded the “Best Employer” external benchmark, and we were honored in 2021 to be recognized as the first and only hospitality company in DiversityInc’s Hall of Fame and by Fortune as one of the “Best Companies to Work For” for the 24th consecutive year. Throughout this challenging period, we maintained our strong commitment to aligning pay and performance: we did not adjust any of our previously granted and outstanding annual or long-term compensation performance goals to reflect the impact of the COVID-19 pandemic on our business.

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 Human Resources and Compensation Committee has implemented an executive compensation program that consists of the following key components:

Proxy Statement Summary

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 2021. These charts do not reflect the supplemental Stockholder Value PSUs granted to the NEOs in February 2021 or Ms. Oberg’s August 2021 RSU award.

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 CEO’s average annual Realizable Pay (as defined below) over 3-year rolling periods.

CEO Realizable Pay and Company TSR Performance

Proxy Statement Summary

Executive Compensation Best Practices

Consistent with our commitment to executive compensation best practices, the Company maintained the following NEO compensation practices for 2021:

Items to be Voted On

ITEMS TO BE VOTED ON

Item 1 – Election of Directors

The 12 current directors listed below are standing for election at the 2022 Annual Meeting. If elected, each director will hold office for a one-year term expiring at the 2023 annual meeting of stockholders and until his or her successor is elected or appointed and qualified.

You can find information on the director nominees in the “Nominees to our Board of Directors” section of this proxy statement.

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.

As previously disclosed and described elsewhere in this proxy statement, J.W. Marriott, Jr. will retire after more than 66 years of service with the Company and is not a nominee for election at the Annual Meeting. As more fully described in the Board Leadership Structure section of this proxy statement, the Board has designated Mr. Marriott as Chairman Emeritus.

Lawrence W. Kellner also announced he will retire from the Board, and as a result his term on the Board will end at the Annual Meeting. Mr. Kellner has served on the Board since 2002 and as our independent Lead Director since 2013. His contributions to the Board and the Company are enormous, and the Board thanks him for his long and distinguished service.

Due to Mr. J.W. Marriott’s and Mr. Kellner’s impending departures, the Board has reduced its size from 14 to 12, effective as of the 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.

Item 2 – Ratification of Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2022

The Audit Committee of the Board has appointed Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2022. 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 subsidiaries.

Items to be Voted On

We expect that representatives of Ernst & Young LLP will join 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 2021 and 2020 fees 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 auditor, the Board is seeking stockholder ratification of the appointment of the independent auditor as a matter of good corporate governance. If the stockholders do not ratify the appointment of Ernst & Young LLP, the Audit Committee will take that into consideration when determining whether to continue the firm’s engagement. Even if stockholders ratify the appointment of Ernst & Young LLP, the Audit Committee may select another auditor if it determines doing so to be in the best interests of the Company and its stockholders.

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” 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 2017 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 2023 annual meeting of stockholders.

We urge you to read the Compensation Discussion and Analysis (“CD&A”) section 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, 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 2022 Annual Meeting of Stockholders.

Item 4 – Approval of Marriott International, Inc. Employee Stock Purchase Plan

The Board has unanimously approved the adoption of the Marriott International, Inc. Employee Stock Purchase Plan (referred to below as the “ESPP”) for the benefit of eligible employees of the Company and its designated subsidiaries. The adoption of the ESPP by the Board is subject to the approval of our stockholders. In this Item 4, we are asking our stockholders to approve the ESPP at the Annual Meeting.

The Board believes that the Company’s interests are best advanced by aligning stockholder and employee interests. The ESPP is intended to provide the Company’s eligible employees with an opportunity to participate in the Company’s success by allowing them to acquire an ownership interest in the Company through periodic payroll deductions that will be applied towards the purchase of shares of our Class A common stock at a discount from the market price.

Items to be Voted On

The following description of the ESPP is a summary of its principal provisions and is qualified in its entirety by reference to the plan document, a copy of which is appended to this proxy statement as Exhibit A. References to “common stock” below mean the Class A common stock of the Company.

Description of the Employee Stock Purchase Plan

Purpose. The purpose of the ESPP is to encourage ownership of our common stock by eligible employees, and to provide an opportunity for eligible employees to share in the Company’s growth. The ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code, as amended (the “Code”). However, sub-plans that do not meet the requirements of Section 423 of the Code may be established for the benefit of eligible employees of non-U.S. subsidiaries of the Company.

Eligibility. Employees of the Company and its designated subsidiaries who have been employed for at least 90 days and are customarily employed for more than five months per calendar year generally are eligible to participate in the ESPP. Employees subject to collective bargaining agreements who otherwise meet the eligibility requirements will be eligible to participate in the ESPP if the applicable collective bargaining agreement so provides.

Administration, Amendment and Termination. Under the terms of the ESPP, the Global Officer, Compensation & Benefits, is designated as the plan administrator (the “Administrator”) with the authority to administer the ESPP. The plan terms specify that the Human Resources and Compensation Committee of the Board may appoint or remove the individual serving as plan administrator. Subject to the terms of the ESPP, the Administrator has full and exclusive discretionary authority to construe, interpret and apply the terms of the ESPP, to designate separate offerings under the ESPP, to determine eligibility, to adjudicate all disputed claims filed under the ESPP, and to establish such procedures that the Administrator deems necessary for the administration of the ESPP (including, without limitation, to adopt such procedures and sub-plans as are necessary or appropriate to permit the participation in the ESPP by employees who are foreign nationals or employed outside the U.S). The Administrator may delegate any duty described in the ESPP to one or more individuals in the Company’s Benefits Department or Executive Compensation Department, as the Administrator deems necessary or appropriate. Every finding, decision and determination made by the Administrator will, to the full extent permitted by applicable laws, be final and binding upon all parties.

The Board, in its sole discretion, may amend, suspend, or terminate the ESPP, or any part thereof, at any time and for any reason. In addition, the Company’s most senior human resources officer may amend the ESPP, or any part thereof, at any time and for any reason, provided that the amendment is not reasonably expected to result in material additional cost to the Company. If the ESPP is terminated, the Administrator in his or her discretion, may elect to terminate all outstanding offering periods either immediately or upon completion of the purchase of shares of common stock on the next exercise date (which may be sooner than originally scheduled, if determined in the Administrator’s discretion), or may elect to permit offering periods to expire in accordance with their terms.

Number of Shares of Common Stock Available under the ESPP. A maximum of four million shares of common stock will be available for issuance pursuant to the ESPP. In the event of any dividend or other distribution (whether in the form of cash, common stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of common stock or other securities of the Company, or in the event of any other change in the corporate structure of the Company affecting the common stock, the Administrator, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the ESPP, will, in such manner as the Administrator may deem equitable, adjust the number and class of common stock that may be delivered under the ESPP, the purchase price per share and the number of shares of common stock covered by each option under the ESPP that has not yet been exercised.

Enrollment and Contributions. Eligible employees voluntarily elect whether or not to enroll in the ESPP. The Administrator will determine the length and number of offering periods under the ESPP, provided that an offering period may not exceed twenty-seven months. Currently, the Administrator expects to implement six-month offering periods. An employee may cancel his or her enrollment at any time, in which case payroll deductions will cease but no refund will be made.

Participants contribute to the ESPP through payroll deductions. Participants may contribute between 1% and 20% of their eligible cash compensation (which initially shall be limited to base compensation, subject to change by the Administrator) through after-tax payroll deductions. The Administrator may establish different minimum and maximum permitted contribution percentages, modify the definition of eligible compensation, or change the length of the offering periods or the number of shares eligible for purchase in an offering period. After an offering period has begun, a participant may cancel his or her contributions, but may not otherwise modify his or her election or receive a refund.

Items to be Voted On

Purchase of Shares. On the last trading day of each offering period, each participant’s payroll deductions are used to purchase shares. The purchase price for these shares will be 85% of the fair market value of the Company’s common stock on either the first or last day of the offering period, whichever is lower. Fair market value under the ESPP generally means the closing price of the Company’s common stock on the Nasdaq Global Select Market for the day in question. As of March 1, 2022, the fair market value of the Company’s common stock was $164.91 per share. During any single year, no participant may purchase more than $25,000 of shares under the ESPP (based on the fair market value of the Company’s common stock on the applicable enrollment date(s)). In no event may a participant purchase more than 1,000 shares during any single offering period.

Termination of Participation. Participation in the ESPP terminates when a participant terminates employment with the Company or designated subsidiary for any reason. Upon termination of employment, any remaining accumulated contributions are refunded to the participant.

New Plan Benefits. The actual number of shares that may be purchased by any individual under the ESPP is not currently determinable because the number is determined, in part, on future contribution elections of individual participants and the purchase price of the shares, which is not determined until the last day of the offering period.

Certain U.S. Federal Income Tax Consequences

The following is a summary of certain material federal income tax consequences associated with the grant and exercise of purchase rights under the ESPP and certain other tax considerations associated with the disposition of shares purchased under the ESPP. The summary does not address all consequences of the ownership of ESPP shares, nor does it address any applicable gift, estate, social security, employment, U.S. state, U.S. local and non-U.S. tax consequences. This summary applies only to the Company and to participants who are individuals and who are citizens or residents of the United States for U.S. federal income tax purposes. It does not address all aspects of U.S. federal income taxation that may be important to particular participants in light of their individual investment circumstances or to participants who may be subject to special tax rules. This discussion is based upon existing U.S. federal income tax law, which is subject to differing interpretations or change (possibly with retroactive effect). If one or more sub-plans are established for employees of non-U.S. subsidiaries of the Company, the applicable tax rules may be different than those discussed below.

The rules concerning the federal income tax consequences with respect to the purchase of common stock under the ESPP are quite complex. Therefore, the following summary is intended to provide a general understanding of the U.S. federal income tax consequences with respect to the purchase and disposition of shares under the ESPP. Each participant should consult his or her own tax adviser as to particular tax consequences of the purchase of shares under the ESPP, ownership of such shares, and the disposition of such shares.

The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code. In general, an employee will not recognize U.S. taxable income until the sale or other disposition of shares purchased under the ESPP. Upon sale or other disposition of the shares, the participant generally will be subject to tax in an amount that depends upon how long the shares have been held by the participant. If the shares are sold or otherwise disposed of more than two years after the first day of the applicable offering period in which such shares were acquired, and more than one year after the applicable date of purchase (or upon the participant’s death while owning the shares), the participant will recognize ordinary income equal to the lesser of (1) the excess of the fair market value of the shares at the time of such sale or disposition over the purchase price, or (2) an amount equal to 15% of the fair market value of the shares as of the first day of the applicable offering period in which such shares were acquired. Any additional gain will be treated as long-term capital gain. If the shares are sold or otherwise disposed of before the expiration of the aforementioned periods (other than following a participant’s death) (a “Disqualifying Disposition”), the participant will recognize ordinary income equal to the excess of (1) the fair market value of the shares on the date the shares were purchased over (2) the purchase price. Any additional gain or loss on such sale or disposition will be capital gain or loss, which will be long-term if the shares are held for more than one year.

The Company generally is not entitled to a deduction for amounts taxed as ordinary income or capital gain to a participant except to the extent of ordinary income recognized by participants as the result of a Disqualifying Disposition.

Items to be Voted On

Item 5 – Stockholder Resolution Requesting the Board Prepare a Report on the Economic and Social Costs and Risks Created by the Company’s Compensation and Workforce Practices

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 proponent’s proposal contains assertions about the Company or other statements that we believe are incorrect. We have not attempted to refute all inaccuracies.

The Proponent’s Proposal

ITEM 5 – Report on costs of low wages and inequality

RESOLVED, shareholders ask that the board commission and publish a report on (1) whether the Company participates in compensation and workforce practices that prioritize Company financial performance over the economic and social costs and risks created by inequality and racial and gender disparities and (2) the manner in which any such costs and risks threaten returns of diversified shareholders who rely on a stable and productive economy.

Supporting Statement:

PAY IS INADEQUATE, UNEQUAL AND RACIALLY DISPARATE

RESEARCH REVEALS THAT INEQUALITY AND RACIAL DISPARITY HARM THE ENTIRE ECONOMY

THE COMPANY’S DIVERSIFIED SHAREHOLDERS ARE ECONOMICALLY THREATENED BY INCREASED INEQUALITY AND RACIAL DISPARITY

The reduction in economic productivity caused by inequality and racial disparity directly reduces returns on diversified portfolios,⁹ and creates serious social costs that further threaten financial markets. For example, excessive inequality can erode social cohesion and heighten political polarization, leading to social instability.¹⁰ It also increases health costs and decreases the value of human capital, through links to more chronic health conditions developed earlier in life.¹¹

Items to be Voted On

The Company has presumably chosen a wage structure that managers believe will increase margins and financial performance. But any gain in Company profit that comes at the expense of society and the economy is a bad trade for most Company shareholders, who are diversified and rely on broad economic growth to achieve their financial objectives. The costs and risks created by inequality and racial disparity will directly reduce long-term diversified portfolio returns.

This proposal asks the Board to commission a report that analyzes the tradeoffs the Company makes between financial return and the global economy and cohesion, and how those trade-offs affect diversified shareholders. Such a report would not require precision: identifying areas where the Company creates inequality and racial disparity and analyzing how they might manifest as costs or risks to diversified portfolios would help determine whether and when the Company should prioritize employee equality and welfare over financial returns.

Please vote for: Report on costs of low wages and inequality – Proposal 5

Board Response

The Board will oppose this proposal if it is properly presented at the 2022 Annual Meeting and recommends a vote AGAINST this proposal for the following reasons:

The Board recommends that stockholders vote “AGAINST” this advisory proposal requesting that the Company create a report on the external economic and social costs and risk created by its compensation policies. After careful consideration, the Board believes that the requested report is not needed and is not in the best interests of our stockholders.

Commissioning a report to extrapolate the impact of our compensation and workforce policies on the global economy and overall market returns is not an appropriate use of Company resources.

The Board disagrees with the proponent’s views about the Company and global financial markets and with the proposal’s assertion that the Company’s compensation and workforce practices compound global inequality or threaten financial markets. Further, the Board believes the requested report is not practical and would require extensive and expensive experts to make a variety of speculative and unfounded assumptions to implement the request that the Company quantify the impact of one aspect of its operations on the global economy or on the diversified portfolios of stockholders worldwide. We also do not believe that that undertaking would meaningfully add to the wealth of macroeconomic information and expertise available to globally diversified investors.

We are committed to our associates and to global diversity, equity, and inclusion.

Since Marriott’s founding in 1927, our company has relied on the deeply held belief: “Take care of the associates and they’ll take care of your customer.” This core value of putting people first is the keystone of our Company’s culture and success. Further, our commitment to diversity, equity, and inclusion is deeply rooted in the belief that embracing differences is critical to our success as a global company, and we have oversight and accountability measures in place to support our focus on diversity, equity, and inclusion. The Inclusion and Social Impact Committee of our Board helps drive accountability across the Company. Established in 2003, the ISI Committee is chaired by a member of our Board and comprised of certain other members of the Board and Company senior leadership. The ISI Committee assists the Board in carrying out its commitment and responsibilities relating to Marriott’s people-first culture and the Company’s efforts to foster associate well-being and inclusion. We actively invest in our associates personally and professionally to ensure that our workforce is one that reflects the diversity of our customer base and the communities in which we do business. This commitment is evident through the actions and achievements described in our 2021 Serve 360 Report, available on our website, including our efforts to increase the presence of women and people of color in the highest levels of management and other key decision-making positions within the Company. For example, in 2021, we advanced our objectives to diversify our leadership by (1) accelerating our efforts to achieve global gender parity in Company leadership by 2023 – two years earlier than our original goal, and (2) establishing a new objective to increase the representation of people of color in executive positions in the U.S. to 25% by 2025.

Our commitment to empower through opportunity extends beyond our workforce and helps drive economic empowerment to a variety of other stakeholders around the globe. In 2020, we exceeded our goal to have 1,500 diverse- and women-owned open hotels in our system, and we set a new goal of 3,000 diverse- and women-owned hotels by 2025. Additionally, in 2019, we achieved our goal of investing $5 million in supporting programs and partnerships that develop

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hospitality skills and opportunity among youth, diverse populations, women, people with disabilities, veterans, and refugees, and we set a new goal to invest $35 million in such programs and partnerships by 2025. We are also committed to promoting equity and diversity in our supply chain: since 2010, Marriott has spent more than $6 billion with diverse suppliers and we continue to invest in the growth and development of businesses owned by people from historically disadvantaged communities through our partnerships with the National Minority Supplier Development Council, The National LGBT Chamber of Commerce, the Women’s Business Enterprise National Council and other business equity organizations.

For these and other efforts, the Company is consistently recognized for its commitment to our associates, and to diversity, equity and inclusion. We were #1 on DiversityInc’s 2020 top 50 Companies for Diversity list and in 2021 we were delighted to be the first and only hospitality company inducted into the DiversityInc Hall of Fame for Diversity & Inclusion. We’ve been recognized by National Association of Female Executives Top 10 and Hall of Fame, Working Mother Hall of Fame and Quarter Century Club, Leading Disability Employers, National Organization on Disability, LATINA Style Top 50, WEConnect International Top 10 Global Champions for Supplier Diversity & Inclusion, Black Enterprise Best Companies for Diversity, Asia Society Best Employer, the Fortune 100 Best Companies to Work For^® list each year since it was launched in 1998, PEOPLE Magazine’s Top 50 Companies that Care^® list, World’s Best Workplaces^™ by Great Place to Work, the Bloomberg Gender-Equality Index, the Human Rights Campaign, Disability Equality Index, and many more.

Our compensation policies and practices are equitable and reflect competitive pay for performance.

Our People First culture drives our efforts to invest in our associates worldwide, including through the compensation and benefit programs that the Company provides. Our policies and practices are designed to avoid pay inequities throughout an associate’s career, and we strongly disagree with the proponent’s characterization of our wage structure as coming “at the expense of society.” We conduct pay equity reviews in the U.S., reviewing compensation based on race and gender categories, and make pay adjustments where appropriate. For example, to establish a recruitment process that reflects fair and equitable pay practices, we use a competitive local market wage scale and establish a starting rate of pay with fixed or defined pay increases based on tenure for the vast majority of our U.S.-based hourly paid hotel positions. Globally, during the application process, the Company only requests the applicant’s desired rate of pay and directs HR professionals not to collect or utilize compensation history when establishing starting pay for new hires. In response to current labor shortages, Marriott has increased base pay where necessary to remain competitive.

In addition, our executive compensation program, which is discussed elsewhere in this proxy statement, is designed to drive performance through a combination of near-term financial and operational objectives and long-term focus on our stock price performance. We emphasize long-term pay and performance alignment by having long-term equity represent the largest component of target total direct compensation. We believe that, based on the elements and mix of annual and long-term compensation we provide our executive officers, and in light of the external compensation market data comparing our compensation practices to our peers, our compensation programs overall are aligned with long-term stockholder value. Indeed, at the Company’s 2020 and 2021 Annual Meetings, stockholders expressed substantial support for our compensation practices, with approximately 95% and 97% votes cast, respectively, voting for approval of the “say-on-pay” advisory proposal relating to our NEO compensation.

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We are guided by our core value to Put People First. Whether good times or challenging times, we are committed to investing in our associates and believe that the Company’s focus and resources are far better spent on furthering this goal than commissioning the requested report.

Item 6 – Stockholder Resolution Regarding an Independent Board Chair Policy

The Humane Society of the United States (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

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proposal in this proxy statement pursuant to SEC rules, and the Board’s response to it follows. The proponent’s proposal contains assertions about the Company or other statements that we believe are incorrect. We have not attempted to refute all inaccuracies.

The Proponent’s Proposal

RESOLVED: Shareholders ask the Board to adopt a policy, and amend the bylaws as necessary, to require the Board Chair to be an independent director. The policy should provide that (i) if a Chair at any time ceases to be independent, the Board shall replace the Chair with a new, independent, chair (ii) compliance with this policy is waived if no independent director is available and willing to serve as Chair; and (iii) that the policy shall apply prospectively so as not to violate any contractual obligation existing at its adoption.

SUPPORTING STATEMENT:

Marriott’s board chair is not an independent director, but rather serves as Executive Chairman. This structure can weaken a corporation’s governance, harm shareholder value, and has been increasingly falling out of practice.

According to the Spencer Stuart 2020 Board Index, the trend toward an independent board chair “has been growing steadily.” Over one-third (34%) of S&P 500 boards now have an independent chair; just ten years ago, that was only 19%.

This shift makes sense, considering that:

“The chair of the board should ideally be an independent director,” reports proxy advisor Institutional Shareholder Services (ISS), “to help provide appropriate counterbalance to executive management.”

And as Glass Lewis reports: “Glass Lewis believes that shareholders are better served when the board is led by an independent chairman who we believe is better able to oversee the executives of the Company and set a pro-shareholder agenda without the management conflicts that exists when a CEO or other executive also serves as chairman. This, in turn, leads to a more proactive and effective board of directors.”

Glass Lewis further found that empirical evidence suggests that firms with independent board chairs outperform companies with non-independent directors, and companies with non-independent directors “tend to follow fewer positive corporate governance practices.”

“We believe that the presence of an independent chairman fosters the creation of a thoughtful and dynamic board, not dominated by the views of senior management,” concludes Glass Lewis.

Ensuring the Board Chair position is held by an independent director rather than a company executive would benefit the company and its shareholders and we encourage shareholders to vote FOR this proposal.

Board Response

The Board recommends a vote AGAINST this proposal for the following reasons:

The Board is committed to maintaining leading corporate governance standards and effective Board oversight. In keeping with these goals, the Board has separated the roles of Chairman and CEO since 2012 and maintained an independent Lead Director since 2013. The Board reviews this leadership structure as part of its succession planning process and believes that it continues to be in the best interests of Marriott’s stockholders and consistent with current best practices.

The Board’s leadership structure contributes to the success of the Company.

The Board believes that its current leadership structure has contributed to the success of the Company and provides a unique advantage to the Board and the Company. J.W. Marriott, Jr., whose parents founded the Company, has served

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as the Chairman of the Board since 1985 and as Executive Chairman since the Board separated the roles of Chairman and CEO in 2012. Mr. Marriott has a lifetime of experience in the industry and leading the Company and, as Executive Chairman, was able to provide the Board and our senior executives with unparalleled perspective, guidance, advice and counsel regarding Marriott’s business, operations and strategy. David S. Marriott, whom the Board has selected to succeed J.W. Marriott, Jr. as Chairman of the Board when he transitions to the role of Chairman Emeritus after the Annual Meeting, likewise has extensive prior experience in a variety of operational and senior leadership roles at the Company and brings a deep historical perspective to the Board. He stepped down as an employee of the Company in April 2021 in connection with joining the Board, allowing him to focus on leading the Board in fulfilling its oversight and governance responsibilities. In doing so, he will also continue the Marriott family’s stewardship of the culture and core values that have fueled the Company for more than 94 years. Since 1927, the Marriott family’s unwavering commitment to cultivating and advancing those values has empowered associates, taken care of guests, created opportunities for hotel owners and franchisees, and propelled the Company from a family-run root beer stand and restaurant business to a global hospitality company comprised of approximately 8,000 properties across 30 leading brands in 139 countries and territories. Moreover, the Marriott family’s significant ownership stake in our Company has provided and continues to provide robust alignment with the interests of fellow stockholders.

If the rigid Board leadership mandate urged by the proponent were adopted, neither J.W. Marriott, Jr. nor David S. Marriott could serve as Chairman. The Board does not believe that this outcome is in the best interests of the Company or its stockholders.

The Board’s flexible leadership structure and the Company’s corporate governance practices promote effective and independent Board oversight.

The Board values robust oversight and independent leadership on the Board and believes that its current leadership structure accomplishes both. Our existing Board leadership structure, consisting of separate roles for the Chairman and CEO, together with an independent Lead Director, allows the Chairman to focus on leading the Board in its oversight and governance responsibilities and the CEO to focus on setting and executing the Company’s strategic plans and initiatives and leading the operations of the Company. Our independent Lead Director and engaged independent directors also provide strong independent oversight. The Board has maintained the position of independent Lead Director since 2013. The Lead Director’s robust roles and responsibilities, as provided in our Governance Principles, are broad and similar to those of an independent Chairman, including presiding at regular executive sessions of the independent directors as well as meetings of the Board at which the Chairman is not present, coordinating the activities of the independent directors, having the authority to convene meetings of the independent directors, and serving as a liaison between the Chairman, the CEO and the independent directors. The Lead Director also reviews and approves Board meeting agendas, 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 CEO, makes recommendations for changes to the Company’s governance practices, and is available for direct engagement with stockholders. The Board also recently enhanced the Company’s Governance Principles to provide that the independent directors of the Board will appoint the Lead Director annually.

The Company’s strong governance practices and policies reinforce the Board’s independent oversight and accountability to stockholders. All of our directors are elected on an annual basis and by majority vote of the stockholders in uncontested elections, and our Governance Principles require that two-thirds of the directors be independent. Our Audit, Human Resources and Compensation, Nominating and Corporate Governance, and Technology and Information Security Oversight committees are each composed solely of independent directors. Consequently, the independent directors directly oversee such critical items as the Company’s financial statements, senior executive compensation and succession management, the selection and evaluation of directors, the development and implementation of our corporate governance programs, and technology, information security and privacy. These independent committee structures, as well as the robust responsibilities of our independent Lead Director and the active and engaged role of our other independent directors, contribute to overall strong independent board leadership.

The Board believes maintaining a flexible leadership structure best serves the interests of the Company and is consistent with best practices.

Marriott’s governing documents provide the Board flexibility to determine the appropriate leadership structure for the Company, including whether the roles of Chairman and CEO should be separated or combined. When the Board evaluates its leadership structure, as it did as part of its recent succession planning process, it considers, among other

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factors, the Company’s strategic direction, the Board’s assessment of its leadership needs at the time, and the best interests of Marriott’s stockholders. The stockholder proposal, on the other hand, mandates a one-size-fits-all form of Board leadership, that, if implemented, would unnecessarily limit the Board’s options in selecting the leadership structure most appropriate to ensure alignment with the Company’s evolving business and strategic needs and selecting the most appropriate individual to lead the Board at any given time.

In reviewing this proposal, the Board took into consideration relevant benchmarking data and concluded that the Company’s current board leadership structure matches or exceeds the practices at the majority of S&P 500 companies, while the proponent’s rigid approach to Board leadership does not. The proposal’s supporting statement reports that, as of 2020, only about one-third of S&P 500 companies had an independent chair. Even that confuses the existence of an independent board chair with the adoption of a policy mandating, in all circumstances, the separation and independence of a company’s board chair, which is what the proposal seeks. We believe that the number of S&P 500 companies that have adopted such an inflexible policy mandating the chair be independent, no matter the situation, is miniscule.

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In light of Marriott’s strong corporate governance practices and policies, and the need to retain the flexibility to maintain a leadership structure that best serves the interests of the Company and the stockholders at a particular time, the Board believes that adoption of the stockholder proposal is unnecessary and contrary to the best interests of the Company and the stockholders and recommends a vote against the proposal.

Corporate Governance

CORPORATE GOVERNANCE

Board Leadership Structure

The Board reviews its leadership structure from time to time as part of its succession planning process, and did so in connection with Mr. J.W. Marriott, Jr.’s planned transition to Chairman Emeritus following the Annual Meeting, which we first announced in May 2020. The Board believes that its existing leadership structure, in which the roles of Chairman of the Board and CEO are separate, together with an experienced and engaged independent Lead Director and independent committee oversight of key functions, continues to be the most effective leadership structure for the Company and our stockholders.

Separate Board Chairman and CEO. Since 2012, the Board has chosen to separate the roles of Chairman of the Board and CEO. This structure allows the Chairman to focus on leading the Board 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.

The Board has elected David S. Marriott to serve as the Chairman of the Board, effective as of the conclusion of the Annual Meeting. The Board believes that Mr. David Marriott’s significant experience as a senior operations and sales 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 oversight responsibilities. As Chairman, Mr. David Marriott, who stepped down as an employee of the Company in April 2021 in connection with joining the Board, will provide leadership to the Board by, among other things, working with the CEO, the independent Lead Director, and the Secretary to set Board calendars, develop agendas for Board meetings, facilitate the appropriate flow of information to Board members and the effective operation of the Board and its committees, promote Board succession planning and the orientation of new directors, and support senior management succession planning. Mr. David Marriott will also serve as a key conduit between management, the Board, and the Marriott family, who have a demonstrated interest in and commitment to the long-term success of the Company.

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 and to the maintenance of our reputation for providing quality products and services, 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. David Marriott additional responsibilities, effective as of the conclusion of the Annual Meeting, which include promoting the Company’s business, brands, culture, values and goodwill by, among other things, serving as an ambassador to the Company’s associates, owners and franchisees, and the communities in which we operate, and participating in internal Company events and representing the Company at external events, in each case as requested by the CEO or the Board. Given the Marriott family’s iconic status in the hospitality industry and deep historical perspective on the Company and its mission, combined with Mr. David Marriott’s extensive prior experience in a variety of senior roles at the Company, the Board believes Mr. David Marriott is uniquely qualified to serve in this role and that his service will provide a competitive advantage to the Company. The Board expects that these additional responsibilities, combined with Mr. David Marriott’s responsibilities as Chairman, will require significant time commitments and anticipates establishing a chairman retainer fee reflective of those commitments.

Tony Capuano has served as Chief Executive Officer and a director of the Company since February 2021. As CEO, Mr. Capuano leads the operations of the Company and is responsible for the Company’s short- and long-term performance. He is responsible for setting and overseeing the execution of the Company’s business strategies, developing and implementing the Company’s vision and mission, and cultivating and advancing the Company’s culture and values. Mr. Capuano oversees the senior executive team and is also responsible for executive development and succession planning. Mr. Capuano reports to the Board, and the Board reviews his performance annually.

Strong Independent Lead Director. Since 2013, the Board has maintained the position of Lead Director and prescribed that the independent chair of our Nominating and Corporate Governance Committee would serve in that role. The Board recently enhanced the Company’s Governance Principles to provide that the independent directors of the Board will appoint the Lead Director annually. The Lead Director’s responsibilities include presiding at regular executive sessions of the independent directors as well as meetings of the Board at which the Chairman is not present, coordinating the activities of the independent directors, having the authority to convene meetings of the independent directors, and serving as a liaison between the Chairman, the CEO and the independent directors. The Lead Director

Corporate Governance

also reviews and approves, in consultation with both the Chairman 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 CEO, makes recommendations for changes to the Company’s governance practices, and is available for direct engagement with major stockholders. The Lead Director is a standing member of the Board’s Executive Committee. The Board believes that the role of the Lead Director provides strong Board leadership and appropriate independent oversight. In February 2022, we announced that Mr. Lawrence W. Kellner, who has served as our independent Lead Director since 2013, will retire from the Board following the Annual Meeting and he is therefore not a nominee for re-election. The independent directors of the Board have selected Mr. Frederick A. “Fritz” Henderson to serve as our next independent Lead Director, effective immediately following the Annual Meeting. Mr. Henderson has served on the Board since 2013 and as our Audit Committee chair since May 2014 and has extensive experience serving in a variety of other public company board leadership roles. As described elsewhere in this proxy statement, Mr. Henderson will step down from his role as chair of our Audit Committee after the Annual Meeting.

Corporate Governance

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.

Emeritus Designations

Chairman Emeritus. The Board has determined that J.W. Marriott, Jr., our current Executive Chairman and Chairman of the Board, who is not a nominee for election, shall hold the title of Chairman Emeritus, effective as of the conclusion of the Annual Meeting. As Chairman Emeritus, Mr. Marriott may attend certain Board meetings or functions, but he is not considered a member of the Board or a “director” as that term is used in our Amended and Restated Bylaws. He may not vote on any business coming before the Board, and he is not counted as a member of the Board for the purpose of determining a quorum or for any other purpose. He does not receive a salary in his capacity as Chairman Emeritus or compensation for attendance at Board meetings, although he may be reimbursed for reasonable expenses incurred to attend such meetings or functions or other business expenses incurred in connection with his role as Chairman Emeritus.

Directors Emeritus. William J. Shaw, a former director and Vice Chairman of the Company, holds the title of Director Emeritus, but does not vote at or attend Board meetings and is not a nominee for election.

Corporate Governance

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, and should reflect the diversity of the Company’s stockholders, associates, customers, and guests, and the communities in which we operate. 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 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 6, 2022)
Total Number of Directors		12
		Female		Male		Non-Binary		Did Not Disclose Gender
Part I: Gender Identity
Directors		5		7		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		2		0		0
Native Hawaiian or Pacific Islander		0		0		0		0
White		4		4		0		0
Two or More Races or Ethnicities		0		0		0		0
LGBTQ+		0
Did Not Disclose Demographic Background		0

Corporate Governance

Likewise, the Board believes that committee leadership and membership should reflect the diversity of the Board, and when considering and reviewing committee assignments the Nominating and Corporate Governance Committee discusses the extent to which the regularly-meeting committees include a mix of members that represent a diversity of backgrounds and experience. Below is a snapshot of the gender and race/ethnicity make-up of the anticipated committee leadership and composition following the Annual Meeting:

Corporate Governance

Board Skills and Experience

The Board believes that having a mix of directors with complementary qualifications, expertise, and experience is essential to meeting its oversight responsibility. The skills matrix below summarizes some of the skills and expertise of the nominees that we believe benefit our current business and strategy. We continue to evaluate the matrix against our needs and strategy so that it can serve as an effective tool for identifying director nominees who collectively have the complementary experience, knowledge, and abilities relevant to service on the Board.

Corporate Governance

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, Bethesda, Maryland 20817 (if sent prior to July 25, 2022) or 7750 Wisconsin Avenue, Bethesda, Maryland 20814 (if sent on or after July 25, 2022). 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:

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 Director candidates, the Nominating and Corporate Governance Committee endeavors to include diverse candidates, including women and racial or ethnic minorities, in any search process and directs any search firm that it engages to include women and minority candidates in any pool of candidates that the firm compiles. During 2021, the Nominating and Corporate Governance Committee used the services of Russell Reynolds Associates, a third-party executive search firm, for this purpose.

Corporate Governance

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 6, 2022, the date of the Annual Meeting. Each director nominee has been nominated to serve until the 2023 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.

Skills and Qualifications:

Mr. Marriott provides our Board, our Inclusion and Social Impact Committee, and our Executive Committee, which he will chair upon becoming Chairman of the Board, 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 current Executive Chairman and the grandson of Marriott International’s founders, Mr. Marriott provides the Board a deep understanding of the Company’s history, culture and mission.

Skills and Qualifications:

Mr. Capuano brings to the Board, our Executive Committee, and our Inclusion and Social Impact Committee extensive management experience with the Company, vast knowledge of the industry and the Company’s business and strategy, and deep experience and relationships in the hospitality industry.

Corporate Governance

Skills and Qualifications:

Ms. Goren brings to the Board and to our Audit Committee, which she will chair following the Annual Meeting, financial expertise and wide-ranging global travel business experience. She has extensive experience in implementing complex global strategies, and in leading financial functions, loyalty programs, customer service organizations and large-scale international operations.

Ms. Goren was recommended to the Nominating and Corporate Governance Committee by a third-party search firm that conducted a search on behalf of the Company.

Skills and Qualifications:

As the daughter of the current Executive Chairman and the granddaughter of Marriott International’s founders, and having held a variety of senior leadership roles at the Company, Mrs. Harrison brings to our Board and our Inclusion and Social Impact Committee an extensive knowledge of the Company and its history, culture and mission. Mrs. Harrison’s enthusiasm, judgment and deep experience with our Company and our culture provides the Board valuable insight and strategic focus.

Corporate Governance

Skills and Qualifications:

Following the Annual Meeting, Mr. Henderson will become our Lead Director, chair our Nominating and Corporate Governance Committee, and join our Executive Committee. Having served in numerous executive and board leadership roles at other public companies throughout his career and on Marriott’s Board since 2013, he brings significant leadership experience to our Board and extensive experience managing global strategic and operational responsibilities. He will also continue to serve on our Audit Committee, to which he brings extensive expertise in the fields of finance and accounting gained from his background as a chief financial officer.

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.

Corporate Governance

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.

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, our Audit Committee, and our Nominating and Corporate Governance Committee, which he will join after the Annual Meeting, significant leadership experience and expertise in corporate branding, marketing, franchising and management of complex global businesses.

Corporate Governance

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.

Skills and Qualifications:

Mr. Muñoz provides our Board and our Inclusion and Social Impact Committee with extensive knowledge in the fields of finance and accounting, 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.

Corporate Governance

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.

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.

Corporate Governance

Director Attendance

The Board met six times in fiscal year 2021. The Company encourages all directors to attend the annual meeting of stockholders. All 13 directors then serving attended the Company’s 2021 annual meeting. During fiscal year 2021, no incumbent director attended fewer than 75 percent of the total number of meetings of the Board and committees on which such director served (other than Ms. Goren, who joined the Board on March 1, 2022).

Governance Principles

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) 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.

Director Independence

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 board must determine that a director has no relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director of Marriott. The board 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 board or board 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 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 board annually reviews each director’s independence and makes an affirmative determination regarding the independence of each director.

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 2022. As provided in the Governance Principles, the purpose of these reviews is to determine whether any relationships or transactions are inconsistent with a determination that the director or nominee is independent. During these reviews, the Board recognized the former employment of 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. Lee, Mr. Lewis, Ms. McCarthy, Mr. Muñoz, 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.

Mr. J.W. Marriott, Jr., Mr. Anthony Capuano, Mrs. Deborah Harrison, and Mr. David Marriott are considered not independent as a result of their current or former employment with the Company and/or family relationships.

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 adopted a written charter for each committee, and those charters are available on the Investor Relations section of our website (Marriott.com/Investor) by clicking on “Governance” and then “Documents & Charters.” You also may request copies of the committee charters from the Company’s Secretary.

Audit Committee

Responsibilities include:

Corporate Governance

Human Resources and Compensation Committee

Responsibilities include:

Corporate Governance

Nominating and Corporate Governance Committee

Responsibilities include:

Inclusion and Social Impact Committee

Responsibilities include:

Corporate Governance

Technology and Information Security Oversight Committee

Responsibilities include:

Executive Committee

Current Members:                 J.W. Marriott, Jr. (Chair), Anthony G. Capuano, Lawrence W. Kellner, and Debra L. Lee.

Responsibilities include:

Compensation Committee Interlocks and Insider Participation

During fiscal year 2021, the Human Resources and Compensation Committee consisted of its current members, Aylwin B. Lewis (Chair), Eric Hippeau, Horacio D. Rozanski, and Susan C. Schwab. None of the 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 Directors

Company policy requires that the independent directors meet in executive session without management present at least twice a year. In 2021, the independent directors met five times without management present. The independent Lead Director presides at the meetings of the independent directors.

Board Evaluation Process

The Nominating and Corporate Governance Committee oversees the design and implementation of our annual Board and committee evaluation process. As part of this process, the directors are asked to provide their assessments of the effectiveness of the Board and the committees on which they serve. The individual assessments are organized and summarized for discussion with the Board and the respective committees. In addition, the Chairman of the Board, the independent Lead Director and the CEO jointly review the contributions and performance of each director. 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

Corporate Governance

Board and its committees and to assess whether changes to the Board’s practices are appropriate.

The Board also reviews the CEO’s performance annually. The independent Lead Director organizes and leads the evaluation in collaboration with the chair of the Human Resources and Compensation Committee and the Chairman of the Board.

Risk Oversight

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. In performing its oversight responsibilities, the Board receives an annual risk assessment report from the Chief Financial Officer and Executive Vice President, Business Operations, 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.

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 security and privacy risk exposures and the steps taken to monitor and mitigate those exposures. Our Chief Information Security Officer and our Privacy Officer regularly report to the Technology and Information Security Oversight Committee on topics related to information security and privacy risks and readiness. Cybersecurity and privacy risks are also discussed with the full Board, including in annual education sessions, as part of regular legal updates, and as part of the Board’s oversight of enterprise risk management.

In addition, the Human Resources 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 of the short- and long-term operational and financial goals of the Company, and thereby reduce the potential for actions that involve an excessive level of risk.

Stockholder Communications with the Board

Stockholders and others interested in communicating with the Lead Director, the Chair of the Nominating and Corporate Governance Committee, the Audit Committee, the non-employee directors, or any of the employee directors may do so by email to business.ethics@marriott.com or in writing to the Business Ethics Department, Department 52/924.09, 10400 Fernwood Road, Bethesda, Maryland 20817 (if sent prior to July 25, 2022) or 7750 Wisconsin Avenue, Bethesda, Maryland 20814 (if sent on or after July 25, 2022). 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 outstanding concerns addressed to the non-employee directors, the Lead Director, the Chair of the Nominating and Corporate Governance Committee, or the Audit Committee on a regular basis. The non-employee directors, the Lead Director, the Chair of the Nominating and Corporate Governance Committee, or 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, 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/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.

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 controls 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 principles generally accepted in the United States 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 controls 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, 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, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, for filing with the SEC.

Members of the Audit Committee:

Frederick A. Henderson (Chair)

Aylwin B. Lewis

Margaret M. McCarthy

George Muñoz*

*Mr. Muñoz was a member of the Audit Committee during 2021. He rotated off the committee at the end of February 2022, and Isabella D. Goren was appointed to the Audit Committee effective March 1, 2022. As Ms. Goren did not serve on the Audit Committee at the time the committee recommended that the audited financial statements be included in the 2021 Form 10-K, she is not a signatory to this report.

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).

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 2021 and 2020 and fees billed for audit-related services, tax services and all other services rendered by our independent registered public accounting firm for 2021 and 2020. The Audit Committee approved all of the fees presented in the table below.

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 key to long-term success in the hospitality industry, and such leadership was crucial in navigating the unprecedented challenges and changes that defined 2021. Throughout the year, the Company continued to navigate its response to the COVID-19 pandemic and its impact on our industry, including the migration of critical talent to industries less impacted by the pandemic. At the same time, each of our NEOs assumed significant new responsibilities, with some NEOs promoted into new roles following the unexpected passing of Mr. Sorenson in February 2021 and other NEOs transitioning into expanded roles as we completed the consolidation of Marriott’s continent lodging business structure. Each of the NEOs is a long-standing member of our senior management team, averaging over 25 years of hospitality experience with the Company, and, in 2021, made significant contributions to achieving the Company’s immediate financial and business priorities, while driving strategic Company expansion.

Our Company’s culture is reflected in, and reinforced by, the design and implementation of the Company’s executive compensation program, which emphasizes the following principles:

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:

Aylwin B. Lewis (Chair)

Eric Hippeau

Horacio D. Rozanski

Susan C. Schwab

Executive and Director Compensation

Compensation Discussion and Analysis

This section discusses the Company’s executive compensation program for the following NEOs for 2021:

Overview

In 2021, Marriott’s leadership and the Committee navigated unprecedented challenges and changes that defined the year, including the ongoing effects of the COVID-19 pandemic on our business and industry, the unexpected passing of our long-time President and CEO, the implementation of the Company’s succession plans, pressures from the migration of critical talent to industries less impacted by the pandemic, and the consolidation of Marriott’s continent lodging business structure.

Throughout these challenges and changes, the Committee maintained the Company’s compensation philosophy and principles, which emphasize the preservation and creation of long-term value for stockholders. Key compensation decisions for 2021 are highlighted below and discussed in more detail in the sections that follow. In order to provide transparency for stockholders, decisions made in early 2021 were also disclosed in our 2021 proxy filing in the section “2021 Incentive Plan Decisions.”

Executive and Director Compensation

2021 Performance Payouts at a Glance

Consistent with historical practice, in early 2022, the Committee determined payouts for incentive programs that ended in 2021. No adjustments were made to payout calculations for 2019-2021 PSUs, even though the goals were set prior to the COVID-19 pandemic.

Leadership Transitions

Following Mr. Sorenson’s passing, the Board elected Anthony Capuano to serve as CEO of the Company and as a member of the Board. Mr. Capuano had previously served as Group President, Global Development, Design and Operations Services. 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 annual stock awards with an aggregate grant date value of $9.0 million. At the same time, the Board also appointed Stephanie Linnartz to serve as President of the Company with responsibility for developing and executing all aspects of the Company’s global consumer strategy as well as the intersection of technology and hospitality. She also has responsibility for the global development, global design and operations services disciplines. Ms. Linnartz had previously served as Group President, Consumer Operations, Technology and Emerging Businesses. For her service as President, the Committee recommended, and the Board approved, her 2021 annual base salary at $1.0 million, set her target award under the 2021 Annual Incentive program at 100% of base salary and approved 2021 annual stock awards with an aggregate 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 strategic impact in driving future stockholder value through achievement of Marriott’s business recovery strategy, and after evaluating market compensation data, the Committee recommended, and the Board approved, Stockholder Value PSUs with a grant date value of $3.5 million for Mr. Capuano and of $2.0 million for Ms. Linnartz. As described below, these Stockholder Value PSUs are intended to be one-time, performance-contingent awards, and not part of the executives’ annual compensation in future years.

Each of our other NEOs also took on new or expanded responsibilities over the course of 2021. In early 2021, the Company consolidated the continent lodging business structure under two leaders, William Brown, as Group President, United States and Canada, and Craig Smith, as Group President, International. In addition, in recognition of Kathleen Oberg’s critical responsibilities, she was appointed Chair of our Global Operating Committee, which consists of senior Company leaders who support our business operating platform and plays a central role in assessing competitive trends and determining the Company’s long-range plan and actions.

Executive and Director Compensation

Supplemental Stock Awards

Supplemental stock awards are infrequent and are only considered in recognition of special performance, promotions, or assumption of additional responsibilities, to retain key talent or as a sign-on employment inducement.

The Committee recognized that, due to the impact of the COVID-19 pandemic on our business in 2020, our NEOs’ compensation was significantly reduced in line with our pay-for-performance philosophy. At the same time, each of our NEOs made extraordinary contributions to the Company during the unprecedented challenges of the year, including managing the Company’s financial structure to preserve liquidity and access to capital; developing innovative and enhanced approaches to customer service, including guest experience technologies and cleaning protocols; 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.

Although the Committee determined that our compensation results were appropriate under our pay-for-performance philosophy, it also determined that it was appropriate to recognize the significant effort and accomplishments of our management team and to motivate them 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 (other than Mr. Sorenson), at the same time they received their annual awards. The Stockholder Value PSUs are designed to emphasize future long-term stockholder value through achievement of Marriott’s business recovery strategy despite unprecedented challenges to the travel and hospitality industry from the ongoing COVID-19 pandemic. These awards are 100% performance-contingent and vest, if at all, after a 2021 – 2023 performance period, with the number of shares that may be earned based on the relative ranking of the Company’s three-year TSR performance measured against a performance peer group consisting of companies competing in the travel and hospitality industries. Stockholder Value PSU award values for our NEOs range from $1.5 million to $3.5 million. The Committee reviewed external market data and considered the impact on total compensation compared to market median pay levels. 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 in responding to the COVID-19 pandemic, 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.

In addition, in August 2021, the Committee awarded Ms. Oberg a grant of RSUs with a grant date value of $5.0 million. These RSUs were granted both in recognition of Ms. Oberg’s significant value to the Company as well as the Company’s need to retain critical talent during a transformative and unprecedented year, given the ongoing COVID-19 pandemic and the unanticipated passing of Mr. Sorenson. The RSUs vest evenly in two equal installments on August 15, 2023 and August 15, 2025, subject to Ms. Oberg’s continued employment through such dates, and are not eligible for retirement-related vesting. The ultimate value that Ms. Oberg realizes from this grant will depend on our share price at the time of vesting, thus aligning Ms. Oberg’s interests with those of our stockholders over the four-year vesting period.

2021 Compensation in Detail

Base Salary

Following the passing of Mr. Sorenson and the appointment of the new CEO and new President, the Committee reviewed external market data and recommended, and the Board approved, the following base salary levels for Mr. Capuano, Ms. Linnartz and Ms. Oberg. Prior to Mr. Sorenson’s passing, Mr. Brown and Mr. Smith each also received salary increases, based on their new roles within the Company.