Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

 

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

 

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☐	Soliciting Material Under §240.14a-12

Marriott International, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☐     Fee paid previously with preliminary materials.

☐    Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Letter from Our Chairman and Independent Lead Director

Dear Stockholder:

It is our pleasure to invite you to join our 2023 Annual Meeting of Stockholders on May 12, 2023, beginning at 8:30 a.m. Eastern Time. The meeting will be a virtual meeting conducted via audio webcast. Information on how to attend, submit questions, and vote during the meeting can be found within these proxy materials.

2022 Highlights

Last year marked Marriott International’s 95th anniversary and the company had a terrific year. Two years after the sharpest downturn in Marriott’s history, the company reported record financial results. Full year reported diluted EPS totaled $7.24 and full year adjusted diluted EPS totaled $6.69.⁽¹⁾ The company grew its worldwide portfolio to nearly 8,300 properties and its Marriott Bonvoy loyalty program to more than 177 million members, and returned $2.9 billion to stockholders. None of these accomplishments would have been possible without the dedication and commitment of Marriott’s associates around the world. The passion with which they serve guests and each other continues to fuel the company’s business.

The board is focused on nurturing the culture and core values that are the foundation of the company. In the past year, the board has overseen the company’s work in critical areas, such as reshaping the organization to reflect the company’s global business; investing in associates; transforming the company’s technology to enhance business opportunities and meet the evolving expectations of customers, owners, and franchisees; and driving progress towards the company’s sustainability and social goals, including advancing the company’s plans to set science-based emissions reduction targets and furthering the company’s diversity, equity, and inclusion (DEI) objectives. We are proud of all that the company has accomplished and look forward to working with Tony and his senior leadership team to continue to propel the company forward.

We also continue to evolve as a board, maintaining strong corporate governance while refreshing our membership so that we have the right balance of skills, experience and perspectives to help guide the company. George Muñoz, who has served on our board since 2002, has reached our mandatory retirement age and is not standing for reelection this year. Among many contributions over his tenure, George was instrumental in the creation of our Committee for Excellence (now our Inclusion and Social Impact Committee), a champion of the company’s DEI efforts, and a leader on the board’s audit committee. While we will miss George’s valuable perspective and expertise, we were excited to welcome two new independent directors to the board earlier this month: Lauren Hobart, the President and CEO of DICK’S Sporting Goods, and Grant Reid, who recently retired as the CEO of Mars, Incorporated. Both are well-respected executive leaders, value Marriott’s culture and core values, and add to the board’s skills in areas critical to the company’s strategic priorities, with outstanding track records leading consumer-focused companies, driving digital and technology transformations, and promoting inclusive workforces and sustainability.

A Note from David Marriott

It is an honor to follow in the footsteps of my grandparents, J. Willard and Alice Marriott, and my father, J.W. Marriott, Jr. In my first year as Chairman, I visited over 200 hotels worldwide, met with associates, owners and franchisees, and customers across the globe, and represented the company at numerous internal and external conferences and events. Everywhere I go, I am humbled by the resilience and creativity of the company’s associates. It has been especially rewarding to have members of the board join me for hotel tours, gatherings with local company leaders, and on-property activities like morning housekeeping meetings. These experiences have enriched the board’s understanding of Marriott’s unique culture and the competitive advantage it provides the company.

*        *        *

We are incredibly optimistic about Marriott’s future and believe Marriott is well-positioned for strong growth over the coming years. Thank you for your continued support.

David S. Marriott	Frederick A. “Fritz” Henderson
Chairman of the Board	Lead Director

(1)	Adjusted diluted earnings per share (EPS) is a non-GAAP financial measure. The reason Marriott International uses this  non-GAAP financial measure and a reconciliation to the most directly comparable measure under U.S. generally accepted accounting principles (GAAP) is provided in Exhibit A.

Notice of 2023 Annual Meeting of Stockholders

Date and Time:		Friday, May 12, 2023 8:30 a.m. Eastern Time
Virtual Meeting Access:		www.virtualshareholdermeeting.com/MAR2023

How to Vote Your Shares in Advance of the Annual Meeting (see pages 82–85 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 2023 annual meeting of stockholders (“Annual Meeting” or “2023 Annual Meeting”) of Marriott International, Inc. (“we,” “us,” “our,” “Marriott,” or the “Company”) will be a virtual meeting held on May 12, 2023, beginning at 8:30 a.m. Eastern Time. Stockholders of record as of the record date may join a live audio webcast at www.virtualshareholdermeeting.com/MAR2023. At the Annual Meeting, stockholders will act on the following items:

1.

Election of each of the 13 director nominees named in the proxy statement;

2.

Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2023;

3.

An advisory vote to approve executive compensation;

4.

An advisory vote on the frequency of future advisory votes to approve executive compensation;

5.

Approval of the 2023 Marriott International, Inc. Stock and Cash Incentive Plan;

6.

A stockholder resolution requesting that the Company publish a congruency report of partnerships with globalist organizations;

7.

A stockholder resolution requesting that the Company annually prepare a pay equity disclosure; and

8.

Any other matters that may properly be presented at the Annual Meeting.

Record Date: Stockholders of record at the close of business on March 15, 2023 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/MAR2023 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 five 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. Brokers are not permitted to vote on certain proposals and may not vote on any of the proposals unless you provide voting instructions. Voting your shares will help ensure that your interests are represented at the meeting.

Distribution Date: This proxy statement is first being made available to our stockholders on March 28, 2023.

Stockholder List: A list of stockholders of record entitled to vote at the Annual Meeting will be available electronically at www.virtualshareholdermeeting.com/MAR2023 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 28, 2023

Table of Contents

2022 Company Highlights

Our core values make us who we are. As we change and grow, the beliefs that are most important to us stay the same—putting people first, pursuing excellence, embracing change, acting with integrity and serving our world. Being part of Marriott International means being part of a proud history and a thriving culture.

Marriott International Headquarters September 2022

CONNECTING PEOPLE THROUGH THE POWER OF TRAVEL

INDUSTRY LEADING BRANDS

 

AWARD-WINNING LOYALTY PROGRAM(1)		LARGEST GLOBAL ROOMS DISTRIBUTION(1)		WORLDWIDE PORTFOLIO(1)
177M MEMBERS		1.5M ROOMS		NEARLY 8,300 PROPERTIES

(1) As of year-end 2022.

2022 Company Highlights

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all information you should consider. Please read the entire proxy statement carefully before voting.

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

Item

Board recommends

Reasons for recommendation

See page

1.

Election of Directors

✓ FOR

The Board and its Nominating and Corporate Governance Committee believe the 13 director nominees each possess the skills, experience, and background to effectively monitor performance, provide oversight, and advise management on the Company’s long-term strategy.

9

2.

Ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2023

✓ FOR

Based on the Audit Committee’s assessment of Ernst & Young LLP’s qualifications and performance, the Board believes retaining Ernst & Young LLP for fiscal year 2023 is in the best interests of the Company and its stockholders.

9

3.

Advisory vote to approve executive compensation

✓ FOR

The Board believes that the Company’s current executive compensation program achieves an appropriate balance of long- and short-term performance incentives, reinforces the link between executive pay and the Company’s long-term performance and stock value, and thereby aligns the interests of our Named Executive Officers (“NEOs”) with those of our stockholders.

10

4.

Advisory vote on the frequency of future advisory votes to approve executive compensation

1 Year

The Board believes that holding an advisory vote to approve executive compensation every year is most appropriate for the Company at this time and recommends that stockholders vote to hold such future advisory votes every one year.

10

5.

Approval of the 2023 Marriott International, Inc. Stock and Cash Incentive Plan

✓ FOR

The Board believes that a comprehensive equity compensation program is necessary to attract, retain, and motivate individuals who are essential to the success of the Company and allows such individuals to participate in the growth and financial performance of the Company.

11

6.

Stockholder resolution requesting that the Company publish a congruency report of partnerships with globalist organizations

X AGAINST

The Board believes preparing the requested report is not in the best interests of stockholders or an appropriate use of corporate resources because it would not enhance stockholder value, would not provide meaningful additional information for stockholders, and would be impracticable to prepare.

16

7.

Stockholder resolution requesting the Company annually prepare a pay equity disclosure

X AGAINST

The Company plans to include adjusted pay equity ratios for U.S. employees by gender and race in its next Serve 360 Report. Given this information, as well as the design of our compensation policies, the global nature of our workforce, and the dramatic differences in market-based pay by geography, the Board does not believe that reporting unadjusted median pay gaps across race and gender globally or in each of the 138 countries and territories where we operate is a practical or useful supplement to our existing efforts or the information available to investors.

17

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.

Name Occupation		Age*		Director since		Independent		Committee memberships
								AC		HRCC		NCGC		ISIC		TISOC		EC
David S. Marriott Chairman of the Board, Marriott International, Inc.		49		2021		No
Anthony G. Capuano President and Chief Executive Officer, Marriott International, Inc.		57		2021		No
Isabella D. Goren Former Chief Financial Officer, American Airlines, Inc. and AMR Corporation		63		2022		Yes
Deborah Marriott Harrison Global Cultural Ambassador Emeritus, Marriott International, Inc.		66		2014		No
Frederick A. Henderson (Lead Director) Former Chairman and Chief Executive Officer, SunCoke Energy, Inc.		64		2013		Yes
Eric Hippeau Managing Partner, Lerer Hippeau		71		2016		Yes
Lauren R. Hobart** President and Chief Executive Officer, DICK’S Sporting Goods, Inc.		54		2023		Yes
Debra L. Lee Former Chairman and Chief Executive Officer, BET Networks		68		2004		Yes
Aylwin B. Lewis Former Chairman, Chief Executive Officer and President, Potbelly Corporation		68		2016		Yes
Margaret M. McCarthy Former Executive Vice President, CVS Health Corporation		69		2019		Yes
Grant F. Reid** Former President and Chief Executive Officer, Mars, Incorporated		64		2023		Yes
Horacio D. Rozanski President and Chief Executive Officer, Booz Allen Hamilton, Inc.		55		2021		Yes
Susan C. Schwab Professor Emerita, University of Maryland School of Public Policy		68		2015		Yes

 

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

*

Ages as of May 12, 2023.

**

Ms. Hobart and Mr. Reid were elected to the Board in March 2023. The Board has not assigned either director to a committee as of the date of this proxy statement.

Corporate Governance Highlights

See “Corporate Governance” for more information.

Executive Compensation Matters

For 2022, we focused on maximizing performance and saw continued business recovery across our global footprint, leading to terrific financial and operating performance. All of our regions, with the exception of Greater China, experienced significant RevPAR improvement during the year, Net Income increased by 115% over 2021, and Adjusted EBITDA increased by nearly 70% over 2021.⁽¹⁾ We reinstated our dividend and resumed share buybacks, returning $2.9 billion to stockholders during the year. Development activity was also strong as we added over 65,000 rooms and signed deals for nearly 108,000 additional rooms. By year-end, our worldwide system consisted of nearly 8,300 properties and roughly 1.5 million rooms in 138 countries and territories. From a customer standpoint, we exceeded our goals for loyalty member enrollments and improved customer satisfaction scores. Our associate engagement scores exceeded the “Best Employer” external benchmark, and we were recognized as one of the Fortune Best Companies to Work For in 2022 for the 25th consecutive year. Throughout this significant business recovery, 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:

(1)

Adjusted EBITDA is a non-GAAP financial measure. The reason Marriott International uses this non-GAAP financial measure and a reconciliation to the most directly comparable measure under U.S. generally accepted accounting principles (GAAP) is provided in Exhibit A.

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 2022.

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

*

Realizable Pay is the sum of salary and bonuses paid, annual incentives earned, and balances of stock awards granted over each 3-year period (including supplemental stock awards). Stock award balances are valued at the end of the 3-year period and include the “in-the-money” value of SARs, and the value of PSUs (valued assuming target performance) and RSUs granted during the 3-year period. Realizable Pay is for Mr. Capuano for 2021-2022 and for Arne M. Sorenson, our former President and CEO, for 2015-2020. TSR reflects both stock price appreciation and reinvested dividends. The 3-year TSR rolling percentage is determined using 60-day average opening and closing prices.

Executive Compensation Best Practices

Consistent with our commitment to executive compensation best practices, the Company maintained the following NEO compensation practices for 2022:

What We Do

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

What We Do Not Do

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

ITEMS TO BE VOTED ON

Item 1 – Election of Directors

The 13 current directors listed below are standing for election at the 2023 Annual Meeting. If elected, each director will hold office for a one-year term expiring at the 2024 annual meeting of stockholders and until his or her successor is elected or appointed and qualified.

David S. Marriott	Eric Hippeau	Margaret M. McCarthy
Anthony G. Capuano	Lauren R. Hobart	Grant F. Reid
Isabella D. Goren	Debra L. Lee	Horacio D. Rozanski
Deborah M. Harrison	Aylwin B. Lewis	Susan C. Schwab
Frederick A. Henderson

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 is currently a director of the Company and has been elected to hold office until the 2023 Annual Meeting or until his or her successor is elected or appointed and qualified. Lauren R. Hobart and Grant F. Reid were elected as directors by the Board effective March 15, 2023, and the other director nominees were most recently elected at the 2022 annual meeting. Ms. Hobart was recommended to the Nominating and Corporate Governance Committee by the Company’s President and CEO and Mr. Reid was recommended to the Nominating and Corporate Governance Committee by a third-party search firm that conducted a search on behalf of the Company. 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.

George Muñoz, who has served on the Board since 2002, has attained the age of 72 and therefore was not nominated for re-election as a director, consistent with the retirement policy in the Company’s Governance Principles. As a result, his term on the Board will end at the Annual Meeting. Mr. Muñoz was instrumental in the creation of our Committee for Excellence (now our Inclusion and Social Impact Committee) and has been a champion of the Company’s DEI efforts and progress, among many other accomplishments over his tenure. The Board thanks him for his significant contributions and distinguished service.

With Mr. Muñoz’s impending departure, the Board has reduced its size from 14 to 13, 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.

The Board recommends that stockholders vote FOR each of the 13 director nominees.

Item 2 – Ratification of Appointment of Ernst & Young LLP as the Company’s
Independent Registered Public Accounting Firm for Fiscal Year 2023

The Audit Committee of the Board has appointed Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2023. 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.

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 2022 and 2021 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.

The Board recommends that stockholders vote FOR ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2023.

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 2024 annual meeting of stockholders, unless the Board changes its policy after consideration of the voting results of Item 4 in this proxy statement.

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 2023 Annual Meeting of Stockholders.

The Board recommends that stockholders vote FOR approval of the advisory resolution to approve executive compensation.

Item 4 – Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation

Pursuant to Section 14A of the Exchange Act, we are asking stockholders to vote on how frequently the Company should hold future advisory votes to approve the executive compensation of our NEOs. Stockholders may indicate whether they would prefer to have future advisory votes to approve executive compensation every one year, every two years, or every three years. This vote is not binding on the Board.

Our stockholders voted on a similar proposal in 2017 with the majority voting to hold advisory votes to approve executive compensation every year. After careful consideration, the Board continues to believe that holding an advisory vote to approve executive compensation every year is most appropriate for the Company at this time and recommends that stockholders vote to hold such future advisory votes every year. Compensation decisions and disclosures are made on an annual basis. The Board values the feedback of the Company’s stockholders and recognizes that holding an annual advisory vote provides the Company with direct and current feedback on our compensation policies and practices. An annual advisory vote also is consistent with our practice of annual elections for all directors and annual ratification of our independent registered public accounting firm.

Although this advisory vote on the frequency of such future votes is not binding on the Board, the Board and the Human Resources and Compensation Committee value your opinion and will consider the outcome of the vote in establishing the frequency with which advisory votes to approve executive compensation will be held in the future. Notwithstanding the Board’s recommendation and the

outcome of the stockholder vote, the Board may in the future decide to conduct advisory votes to approve our executive compensation on a more or less frequent basis and may vary its practice based on factors such as discussions with stockholders and the adoption of material changes to compensation programs.

You may specify one of four choices for this proposal on the proxy card: 1 Year, 2 Years, 3 Years, or abstain. You are not voting to approve or disapprove the Board’s recommendation.

The Board recommends that you vote to conduct future advisory votes to approve executive compensation every 1 YEAR.

Item 5 – Approval of the 2023 Marriott International, Inc. Stock and Cash
Incentive Plan

The Board has unanimously approved the adoption of the 2023 Marriott International, Inc. Stock and Cash Incentive Plan (referred to below as the “2023 Plan”) for the benefit of eligible employees, non-employee directors and consultants of the Company and its subsidiaries. The Board believes that a comprehensive equity compensation program is necessary to ensure we attract, retain, and motivate individuals that are essential to the success of the Company, allow such individuals to participate in the growth, development, and financial performance of the Company, and ensure continued alignment between our service providers and our stockholders. The adoption of the 2023 Plan by the Board is subject to the approval of our stockholders. In this Item 5, we are asking our stockholders to approve the 2023 Plan at the Annual Meeting.

If the 2023 Plan is approved by our stockholders, it will become effective on May 12, 2023 (the “Effective Date”), and no further awards will be granted under the Starwood Hotels & Resorts Worldwide, Inc. 2013 Long-Term Incentive Compensation Plan (the “2013 LTIP”), which was assumed in connection with the acquisition of Starwood, or the Marriott International, Inc. Stock and Cash Incentive Plan (the “2008 Plan”) after the Effective Date.

Share Reserve Under the 2023 Plan

The maximum number of shares of Class A common stock authorized for issuance under the 2023 Plan is (i) 11,750,000 shares plus (ii) the number of shares subject to any award outstanding under the 2008 Plan, the 2013 LTIP or any of the Company’s other prior equity plans (collectively, the “Predecessor Plans”) as of the Effective Date that, after the Effective Date, are not issued because such award is settled in cash or is forfeited, canceled, terminates, expires or otherwise lapses without being exercised.

As part of the Human Resources and Compensation Committee’s recommendation to the Board to approve the 2023 Plan, including the total number of shares available for issuance under the 2023 Plan, the Human Resources and Compensation Committee considered the May 30, 2023 expiration date of the 2013 LTIP, the anticipated depletion of the shares previously approved by stockholders for issuance under the 2008 Plan, and advice from its independent compensation consultant. The Human Resources and Compensation Committee also analyzed our historical burn rate, anticipated future equity award needs, and the dilutive impact of the 2023 Plan’s share reserve.

Shares Outstanding. On December 31, 2022, a total of 313,466,387 shares of Class A common stock were outstanding and the fair market value of our common stock was $148.89 per share, based on the closing sale price of our common stock on the Nasdaq Global Select Market on December 30, 2022.

Historical Burn Rate. Our equity plan share usage over 2020, 2021 and 2022 represented a three-year average adjusted burn rate of 0.61%, as described in the table below.

	Fiscal Year		Weighted Average Common Stock Outstanding		SARs Granted		PSUs Earned		Other Full-Value Awards Granted		Annualized Adjusted Burn Rate
	2020		325,788,229		363,463		153,423		3,428,670		1.21%
	2021		329,311,199		218,532		192,720		328,639		0.23%
	2022		325,801,587		180,273		20,267		1,047,226		0.38%
									Three-Year Average		0.61%

 

Dilution. Dilution is commonly measured by “overhang,” which generally refers to the amount of potential dilution to current stockholders that could result from the future issuance of the shares reserved under an equity compensation plan. Overhang is typically expressed as a percentage (equal to a fraction where the numerator is the sum of the number of shares reserved but not issued under equity compensation plans plus the number of shares subject to outstanding awards and the denominator is the sum of the numerator plus the total number of shares outstanding). If the 2023 Plan is approved, our overhang will be approximately 3.66% based on shares outstanding as of March 15, 2023.

Key Features and Governance Best Practices

The 2023 Plan includes a number of key features that reflect corporate governance best practices, including the following:

• No Repricing – The 2023 Plan prohibits the repricing of stock options and SARs without stockholder approval.

• No Dividends on Unvested Awards – The 2023 Plan provides that dividends and dividend equivalent rights are subject to the same vesting conditions as the underlying awards to which they relate.

• No Automatic Single Trigger Acceleration – In the event of a change in control, the 2023 Plan does not provide for automatic single trigger acceleration and instead provides for double trigger acceleration, where acceleration only occurs in the event of a covered termination of employment within three months preceding or 24 months following such change in control.

• Limit on Awards to Non-Employee Directors – The maximum grant date fair value of equity awards made to non-employee directors under the 2023 Plan in any one fiscal year is limited to $750,000.

• Clawback Provision – Awards under the 2023 Plan are subject to recoupment under the Company’s clawback policy(ies) as in effect from time to time, and in the event of a participant’s serious misconduct, awards under the 2023 Plan may be forfeited or cancelled by the Company.

• Term and Exercise Price Limits on Stock Options and SARs – Stock options and SARs granted under the 2023 Plan are subject to a maximum term of 10 years and may not be granted with an exercise price that is less than the fair market value of our common stock on the grant date.

Description of the 2023 Plan

The following description of the 2023 Plan 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 B. References to “common stock” and “shares” below refer to the Class A common stock of the Company. Capitalized terms not otherwise defined in this section have the meanings set forth in the 2023 Plan.

Purpose. The purpose of the 2023 Plan is to promote and enhance the long-term growth of the Company by aligning the personal interests of its employees, non-employee directors and consultants to those of Company stockholders and allowing such individuals to participate in the growth, development, and financial performance of the Company. The 2023 Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of key individuals.

Eligibility. Employees, non-employee directors and individual consultants of the Company and its subsidiaries are eligible to receive awards under the 2023 Plan. Subject to the provisions of the 2023 Plan, the Committee may, from time to time, select from all eligible employees, non-employee directors and consultants those to whom awards shall be granted and shall determine the nature and amount of each award. As of March 1, 2023, we managed the employment of approximately 382,000 associates. This number includes approximately 142,000 associates employed by Marriott at properties, customer care centers, and above-property operations, as well as approximately 241,000 associates who are employed by our property owners but whose employment is managed by Marriott (which is common outside the U.S.). As of March 15, 2023, we had thirteen non-employee directors.

Administration. The 2023 Plan is administered by the Human Resources and Compensation Committee of the Board (the “Committee”). All members of the Committee are non-employee directors of the Company. The Committee has broad discretion to determine the employees, non-employee directors and consultants eligible for awards and the size, type and terms and conditions of awards to be granted and to interpret the provisions of the 2023 Plan. As permitted by law, the Committee may delegate its authority under the 2023 Plan to any director or employee. All decisions and determinations made by the Committee or its designee will be final, conclusive and binding upon all parties.

Shares Available Under the 2023 Plan. The 2023 Plan reserves 11,750,000 shares of common stock for issuance under the 2023 Plan, plus the number of shares subject to any award outstanding under the Predecessor Plans as of the Effective Date that, after the Effective Date, are not issued because such award is settled in cash or is forfeited, canceled, terminates, expires or otherwise lapses without being exercised.

Shares of common stock subject to awards granted under the 2023 Plan that are forfeited, canceled, terminate, expire, lapse for any reason, are settled in cash, or are retained by the Company to satisfy any tax withholding, exercise price or purchase price obligation, will again be made available for issuance under the 2023 Plan.

The 2023 Plan provides that if certain events occur, the Company will make appropriate adjustments to the number of shares available for issuance and subject to outstanding awards. These events include a change in the Company’s capitalization, such as a stock split, reverse stock split, stock dividend, extraordinary dividend, share combination or recapitalization, or a corporate transaction, such as a merger, consolidation, separation, acquisition of property or shares, stock rights offering, spinoff or other distribution of our stock or property, any reorganization (whether or not taxable) or any partial or complete liquidation of the Company or any similar event that affects us (each, an “Adjustment Event”). The 2023 Plan permits these adjustments to prevent the dilution or enlargement of participant rights upon such an Adjustment Event.

Awards. The 2023 Plan provides for the following types of awards: SARs, stock options, restricted stock, RSUs, other share-based awards, other cash awards, non-employee director deferred share awards, and stock units. Each of the award types are summarized below:

•	SARs – SARs provide the participant with the right to receive a number of shares based on the appreciation in our share price above the exercise price of the SAR when vested. The vesting schedule, exercise price and other terms and conditions of SARs are determined by the Committee; however, the exercise price cannot be less than the fair market value of our common stock on the date of grant and the maximum term is 10 years. Other than in connection with an Adjustment Event, at any time when the exercise price of a SAR is above the then-current fair market value of our common stock, the Committee may not, without stockholder approval, (i) reduce the exercise price of such SAR, (ii) exchange the SAR for a new award (including another SAR or stock option) with a lower (or no) exercise price, (iii) purchase or otherwise exchange the SAR for cash or other value, or (iv) otherwise take any other action that is treated as a “repricing” with respect to such SAR under generally accepted accounting principles.
•	Stock Options – Stock options may be intended to qualify as “incentive stock options” under Section 422 of the U.S. Internal Revenue Code (the “Code”) or not intended to so qualify (referred to a nonqualified stock options). Stock options entitle the participant to purchase shares upon the payment of an exercise price when vested. Similar to SARs, the vesting schedule, exercise price and other terms and conditions of stock options are determined by the Committee; however, the exercise price cannot be less than the fair market value of our common stock on the date of grant and the maximum term is 10 years. Incentive stock options granted to 10% stockholders have a maximum term of five years and a minimum exercise price of 110% of the fair market value of our common stock on the date of grant. Other than in connection with an Adjustment Event, at any time when the exercise price of a stock option is above the then-current fair market value of our common stock, the Committee may not, without stockholder approval, (i) reduce the exercise price of such stock option, (ii) exchange the stock option for a new award (including another stock option or SAR) with a lower (or no) exercise price, (iii) purchase or otherwise exchange the stock option for cash or other value, or (iv) otherwise take any other action that is treated as a “repricing” with respect to such stock option under generally accepted accounting principles.
•	Restricted Stock – The Committee may award unvested shares of our common stock as restricted stock awards. The vesting schedule of the restricted shares, including any performance-vesting requirements, the amount of consideration to be paid, if any, for the restricted stock, the form in which such consideration may be paid and other terms and conditions of the award are determined by the Committee.
•	RSUs – An RSU represents the right to receive one share of our common stock, or cash in lieu thereof, following vesting of such award. The shares of common stock underlying RSUs may be issued immediately upon vesting or may be deferred to a later date. The vesting schedule of the RSUs, including any performance-vesting requirements, and the other terms and conditions of the RSUs are determined by the Committee.
•	Other Share-Based Awards and Other Cash Awards – The Committee may grant other share-based awards and other cash awards under the 2023 Plan, which may be subject to such vesting schedule, including performance-vesting requirements, and other terms and conditions as determined by the Committee. Other share-based awards may be denominated in cash, shares, share-equivalent units, share appreciation units, securities or other debentures convertible into shares or in a combination of the foregoing. Other cash awards may relate to annual bonus or long-term performance awards.
•	Non-Employee Director Deferred Share Awards – Under the 2023 Plan, non-employee directors receive a non-employee director deferred share award on an annual basis, generally on the first trading day following each annual meeting of stockholders that is in an open trading window. These deferred share awards vest on a daily pro-rata basis over the term of office, which expires at the next annual meeting of stockholders following the grant date. Deferred share awards are settled in shares of common stock within 30 days following the non-employee director’s termination of service or as otherwise elected pursuant to such director’s deferral election.

•

Stock Units – Non-employee directors may elect to defer receipt of all or any part of the fees payable for their service on the Board. Amounts deferred will be credited as fully vested stock units in such director’s stock unit account based on the fair market value of our common stock on the credit date. Following a non-employee director’s termination of service, all stock units will be settled in common stock in a single lump sum or in equal annual installments over a period not to exceed 10 years, as elected by the director.

•

Dividend Equivalents – The Committee may provide that any awards other than SARs or stock options earn dividends or dividend equivalent rights. The 2023 Plan provides that dividends and dividend equivalent rights are subject to the same vesting conditions as the underlying awards to which they relate.

Limit on Non-Employee Director Awards. The maximum aggregate number of shares of common stock that may be subject to any awards under the 2023 Plan granted in any one fiscal year to a non-employee director is $750,000, divided by the grant date fair value of such awards (rounded down to the nearest whole share).

Transferability. No incentive stock options or, except as otherwise permitted by the Committee, other awards under the 2023 Plan may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.

Change in Control. Unless otherwise provided in an award agreement, if a change in control of the Company occurs and a participant incurs a covered termination (including an involuntary termination not for misconduct or a voluntary termination as a result of certain material adverse changes in employment) within 3 months preceding or 24 months following the change in control, then: (i) SARs and stock options will vest and remain exercisable until the earlier of their scheduled expiration or 12 months (or 5 years for an approved retiree) following such termination; (ii) restricted stock, RSUs and other share-based awards will be deemed fully vested (with any performance criteria deemed satisfied at the “target” level) and the subject shares or cash will be distributed to the participant; and (iii) all other cash awards will be paid out as to a pro-rated amount based on the days in the applicable performance period through the date of such termination. However, each of these benefits are subject to a cut-back, so that no such benefits will be provided to the extent they would result in the loss of a deduction or imposition of excise taxes under the “golden parachute” excess parachute payment provisions of the Code.

Clawback or Recoupment. Awards under the 2023 Plan are subject to recoupment under the Company’s clawback policy(ies) in effect from time to time. In the event of a participant’s serious misconduct, which includes violation of applicable covenants or similar forfeiture conditions and other acts that are injurious to the Company, awards under the 2023 Plan may be forfeited or cancelled by the Company.

Amendment and Termination. Unless sooner terminated by the Board, the Committee or its delegate, the 2023 Plan will remain in effect until all shares subject to it have been purchased or acquired according to the plan’s provisions; provided, that no incentive stock option will be granted under the 2023 Plan after February 10, 2033. The Board or its delegate may at any time alter, amend, suspend or terminate the 2023 Plan or any award thereunder in whole or in part, subject to approval by the Company’s stockholders if determined by the Board. The Company’s most senior human resources officer also has authority to alter, amend, suspend or terminate the 2023 Plan or any award thereunder, so long as such amendment does not materially increase the cost of the 2023 Plan to the Company or require approval of the Board or the Company’s stockholders under applicable law or the rules of any applicable securities exchange.

New Plan Benefits

As described above, the selection of participants who will receive awards under the 2023 Plan and the size and types of awards will be determined by the Committee in its discretion. Therefore, the amount of any future awards under the 2023 Plan is not yet determinable and it is not possible to predict the benefits or amounts that will be received by, or allocated to, particular individuals or groups of employees. For information regarding the awards granted to our NEOs during 2022 see the “Grants of Plan-Based Awards for Fiscal Year 2022” section of this proxy statement and for information on awards granted to our non-employee directors in 2022 under the 2008 Plan, see the “Director Compensation” section.

Certain U.S. Federal Income Tax Consequences

The following is a summary of certain material U.S. federal income tax consequences associated with the grant, vesting, exercise and settlement of awards under the 2023 Plan. This summary is not intended to be exhaustive and does not address all matters relevant to a particular participant based on their specific circumstances. The summary expressly does not discuss the income tax laws of any state, municipality, or non-U.S. taxing jurisdiction, or the gift, estate, excise (including the rules applicable to deferred compensation under Section 409A of the Code), or tax laws other than U.S. federal income tax law. Because individual circumstances may vary, we recommend that all participants consult their own tax advisor concerning the tax implications of awards granted under the 2023 Plan.

SARs. No taxable income is recognized upon receipt of SARs. The participant will recognize ordinary income in the year in which the SAR is exercised, in an amount equal to the excess of the fair market value of the underlying shares of common stock on the exercise date over the exercise price of the SAR, and the participant will be required to satisfy the tax withholding requirements applicable to such income. We generally will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the participant in connection with the exercise of the SAR.

Incentive Stock Options. No taxable income is recognized by a participant at the time of the grant of incentive stock options, and no taxable income is recognized for ordinary income tax purposes at the time the incentive stock option is exercised, although taxable income may arise at that time for alternative minimum tax purposes. Unless there is a disqualifying disposition, as described below, the participant will recognize long-term capital gain in an amount equal to the excess of (i) the amount realized upon the sale or other disposition of the purchased shares over (ii) the exercise price paid for the shares. A disqualifying disposition occurs if the disposition is less than two years after the date of grant or less than one year after the exercise date. If there is a disqualifying disposition of the shares, then the excess of (a) the fair market value of those shares on the exercise date or (if less) the amount realized upon such sale or disposition over (b) the exercise price paid for the shares will be taxable as ordinary income to the participant. Any additional gain or loss recognized upon the disposition will be a capital gain or loss.

If the participant makes a disqualifying disposition of the purchased shares, then we generally will be entitled to an income tax deduction for the taxable year in which such disposition occurs equal to the amount of ordinary income recognized by the optionee as a result of the disposition. We will not be entitled to any income tax deduction if the participant makes a qualifying disposition of the shares.

Nonqualified Stock Options. No taxable income is recognized by the participant upon the grant of a nonqualified stock option. The participant will generally recognize ordinary income in the year in which the option is exercised equal to the excess of the fair market value of the purchased shares on the exercise date over the exercise price paid for the shares, and the participant will be required to satisfy the tax withholding requirements applicable to such income. We generally will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the optionee with respect to the exercised non-statutory option.

Restricted Stock. A participant who receives a restricted stock award will not recognize any taxable income at the time those shares are issued but will recognize ordinary income as and when those shares subsequently vest, in an amount equal to the excess of (i) the fair market value of the shares on the vesting date over (ii) the cash consideration (if any) paid for the shares. The participant may, however, elect under Section 83(b) of the Code to include as ordinary income in the year the unvested shares are issued an amount equal to the excess of (a) the fair market value of those shares on the issue date over (b) the cash consideration (if any) paid for such shares. If the Section 83(b) election is made, the participant will not recognize any additional income as and when the shares subsequently vest. We will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the participant with respect to the restricted stock award at the time such ordinary income is recognized by the recipient.

RSUs, Other Share-Based Awards, Other Cash Awards, Non-Employee Director Deferred Share Awards and Stock Units. No taxable income is recognized upon receipt of RSUs, other share-based awards, other cash awards, non-employee director deferred share awards or stock units. The participant will recognize ordinary income in the year in which the shares subject to the award are actually issued or in the year in which the award is settled in cash. The amount of that income will be equal to the fair market value of the shares on the date of issuance or the amount of the cash paid in settlement of the award, and the participant will be required to satisfy the tax withholding requirements applicable to the income. We generally will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the participant at the time the shares are issued or the cash amount is paid.

Deferred Compensation. Section 409A of the Code provides additional tax rules governing non-qualified deferred compensation. Generally, Section 409A will not apply to SARs, stock options or restricted stock, but may apply in some cases to RSUs or other stock awards subject to performance conditions or certain retirement vesting provisions, as well as to the non-employee director deferred share awards and stock units. For certain officers of the Company, settlement of such deferred awards may be subject to a delay of up to six months.

Deductibility of Executive Compensation. Section 162(m) of the Code limits the deductibility for federal income tax purposes of certain compensation paid to any “covered employee” in excess of $1 million. For purposes of Section 162(m), the term “covered employee” includes any individual who serves as chief executive officer, chief financial officer or one of the other three most highly compensated executive officers for 2017 or any subsequent calendar year. It is expected that compensation deductions for any covered employee with respect to awards under the 2023 Plan will be subject to the $1 million annual deduction limitation. The Committee may grant awards under the 2023 Plan or otherwise that are or may become non-deductible when it believes doing so is in the best interests of the Company and our stockholders.

The Board recommends that stockholders vote FOR this proposal to approve the 2023 Marriott International, Inc. Stock and Cash Incentive Plan.

Item 6 – Stockholder Resolution Requesting that the Company Publish a
Congruency Report of Partnerships with Globalist Organizations

The National Center for Public Policy Research (NCPPR), 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 NCPPR, the Board unanimously recommends a vote “AGAINST” the following stockholder resolution. We have included the proposal in this proxy statement pursuant to SEC rules, and the Board’s response to it follows. The proposal contains assertions about the Company or other statements that we believe are incorrect. We have not attempted to refute all inaccuracies.

The Proponent’s Proposal

Congruency Report of Partnerships with Globalist Organizations

Resolved: We request that Marriott International, Inc. (the “Company”) publish a report, at reasonable expense, analyzing the congruency of voluntary partnerships with organizations that facilitate collaboration between businesses, governments and NGOs for social and political ends against the Company’s fiduciary duty to shareholders.

Supporting Statement:

Marriott does not list the World Economic Forum (WEF), Business Roundtable (BR), Council on Foreign Relations (CFR), Rockefeller Foundation or Bilderberg Group among its partners or as recipients of contributions;¹ however, WEF does list Marriott as a partner,² BR lists CEO Anthony G. Capuano among its members,³ Rockefeller Foundation lists VP of Sustainability Denise Naguib as a member,⁴ former Marriott president Fred Malek was a CFR member,⁵ and past Bilderberg meetings have been held inside Marriott hotels.⁶

Why the inconsistency? Why is the Board concealing these partnerships, amongst others, from shareholders?

Marriott’s legal duty as a Delaware business corporation requires it to first serve the interests of its shareholders.⁷ Because Marriott is not a public benefit corporation,⁸ all additional Company actions and expenditures with third parties must be shown by the Board to be congruent with the interests of shareholders and the Company’s fundamental purpose, which since 1957 – according to Marriott’s own materials – is a hotel business.⁹

However, the agendas of WEF, BR and other such globalist organizations are antithetical with the Company’s fiduciary duty. This obliges the Board to explain how these partnerships serve the interests of shareholders (rather than Directors).

WEF, for example, describes itself as an “international organization for public-private cooperation,” and that it was “founded on the stakeholder theory, which asserts that an organization is accountable to all parts of society.”¹⁰

Similarly, BR pretended to redefine “the purpose of a corporation” such that a corporation ought to cater to the special interests of “stakeholders” rather than the fundamental interests of its owners, the shareholders.¹¹

Those agendas are incongruent with the interests of Marriott shareholders and the traditional – and legally binding – definition of a corporation. The more the Board pays favor to hand-picked “stakeholders,” the less it’s accountable to capital-providing shareholders. In partnering and conspiring with WEF and others, then, Marriott’s shareholders are funding the efforts designed to debase their own influence as shareholders within the Company.

But most importantly, it’s the radical agendas of these organizations that makes our partnerships with them so troubling, not to mention inconsistent with the values of most shareholders.

1	https://www.marriott.com/diversity/partners-in-diversity.mi; https://www.marriottfoundation.org/what-wesupport; https://giving.marriott.com/; http://serve360.marriottcom/wp-content/uploads/2022/l0/Marriott-2022-Serve-3 60-ESG-Report-accessible_F.pdf

2	https://www.weforum.org/partners/

3	https://www.businessroundtable.org/about-us/members

4	https://www.rockefellerfoundation.org/profile/ denise-naguib/

5	https://web.archive.org/web/20190212172555/https://www.cfr.org/membership/roster#

6	https://bilderbergmeetings.co.uk/2017 /2017-bilderberg-conference-chantilly-june-1-4/

7	https://law.justia.com/cases/delaware/court-of-chancery/2012/ca-7164-vcn-0.html, et al.

8	https://delcode.delaware.gov/title8/c001/sc15/index.html

9	https://www.marriott.com/about/culture-and-values/history.mi

10	https://www.weforum.org/about/world-economic-forum/

11	https://www.businessroundtable.org/purposeanniversary

For example, WEF openly advocates for transhumanism,¹² abolishing private property,¹³ eating bugs,¹⁴ social credit systems,¹⁵ “The Great Reset,”¹⁶ and host of other blatantly Orwellian objectives.

Most Marriott shareholders are unaware (since the Board hides it from them) that their capital is in part being used to pursue this anti-human, anti-freedom agenda. Moreover, none of this is congruent with the Company’s basic purpose of providing value to shareholders by serving customers with a stay at a Marriott hotel.¹⁷

Board Response

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

The National Center for Public Policy Research has proposed that we produce a report explaining the congruency between the interests of our stockholders and the social and political policy positions developed by various trade associations, industry groups and business organizations of which we or our current (or, in some cases, former) leaders are members. The Board has considered the proposal and concluded that the requested report would not enhance stockholder value, would not provide meaningful additional information for stockholders, and would be impracticable to prepare. Thus, preparing the report would not be in the best interests of stockholders or an appropriate use of corporate resources.

The Company and its leaders are members of various organizations that represent industry and business interests globally and in the United States. Reasons for membership vary, but generally these organizations provide engagement opportunities with customers, thought leadership forums for executives, and multi-company or multi-industry platforms to engage and exercise leadership on common issues that impact our business and our interests. In addition, these organizations develop positions on public policy issues relevant to their members, which are also of concern to our employees and customers and the communities in which we operate. We believe that involvement with such organizations is consistent with our longstanding involvement in the political process and efforts to address public policy issues that are relevant to the business and our stockholders.

The Company has a process in place to evaluate and approve corporate membership and executive leadership activity in these groups and assess the business value from participation, including as part of our annual budget review and allocation process, during which membership payments, potential leadership roles, objectives of corporate engagement and related matters are discussed and evaluated by our Global Affairs and Public Policy team, the President and CEO, and the members of the senior executive leadership team. This process provides an opportunity to assess these relationships annually. We are also transparent about our participation in such groups: we highlight key corporate industry and business association memberships in the public policy section of our annual Serve 360 Report, and our political activities, including our governance and Board oversight practices, are described in detail on the Political Activity — Policies, Oversight, and Disclosure page of our investor relations website. We believe these disclosures are consistent with, or exceed, similar disclosures by our peers. In addition, with respect to membership in groups involved in federal lobbying activity in the United States, we voluntarily disclose on our investor relations website the portion of our dues allocated by the organization to federal lobbying activity in the U.S.

In light of these disclosures, the requested report would not provide meaningful additional information to stockholders and would serve little purpose. We do not endorse or agree with every policy position, initiative, decision around political spending, or workstream undertaken by the various groups with which we interact, and we believe that preparing a report on each social and political policy position developed by those groups would be so expensive and time-consuming as to be impracticable.

For these reasons, the Board recommends a vote AGAINST the proposal.

Item 7 – Stockholder Resolution Requesting the Company Annually Prepare a Pay Equity Disclosure

Myra K. Young (the “proponent”), whose address and stockholdings will be provided by us upon written or oral request, has advised the Company that she plans to present the following proposal at the Annual Meeting. If the proposal is properly presented at the Annual Meeting by or on behalf of the proponent, the Board unanimously recommends a vote “AGAINST” the following stockholder resolution. We have included the proponent’s proposal in this proxy statement pursuant to SEC rules, and the Board’s response to it follows. The proposal contains assertions about the Company or other statements that we believe are incorrect. We have not attempted to refute all inaccuracies.

12	https://www.weforum.org/about/the-fourth-industrial-revolution-by-klaus-schwab

13	https://web.archive.org/web/20200919112906/https://twitter.com/wef/status/799632174043561984

14	https://www.weforum.org/agenda/2021/07/why-we-need-to-give-insects-the-role-they-deserve-in-our-foodsystems/

15	https://www.weforum.org/reports/identity-in-a-digital-world-a-new-cbapter-in-the-social-contract

16	https://www.weforum.org/focus/the-great-reset

17	https://www.marriott.com/culture-and-values/core-values.mi

 The Proponent’s Proposal

Proposal 7 – Pay Equity Disclosure

Resolved: Myra K. Young of CorpGov.net and other shareholders, request Marriott International, Inc. (“Company” or “Marriott”) report annually on unadjusted median and adjusted pay gaps across race and gender globally and/or by country, where appropriate, including associated policy, reputational, competitive, and operational risks, and risks related to recruiting and retaining diverse talent. The report should be prepared at reasonable cost, omitting proprietary information, litigation strategy, and legal compliance information.

Racial/gender pay gaps are the difference between non-minority and minority/male and female median earnings expressed as a percentage of non-minority/male earnings.

Supporting Statement: Pay inequities persist across race and gender. They pose substantial risks to companies and society. Black workers’ hourly median earnings represent 64% of white wages. Median income for women working full time is 83% of that of men.¹ Intersecting race, Black women earn 63%, Native women 60%, and Latina women 55%.² At the current rate, women will not reach pay equity until 2059, Black women 2130, and Latina women 2224.³

Citigroup estimated closing minority and gender wage gaps 20 years ago could have generated 12 trillion dollars in additional national income.⁴ PwC estimates closing the gender pay gap could boost OECD economies by $2 trillion annually.⁵ Actively managing pay equity is linked to superior stock performance and return on equity.⁶

Best practice includes:

1. unadjusted median pay gaps, assessing equal opportunity to high-paying roles,

2. statistically adjusted gaps, assessing whether minorities and non-minorities, men and women, are paid the same for similar roles.

Over 20 percent of the 100 largest U.S. employers currently report adjusted gaps, and an increasing number of companies disclose unadjusted gaps to address the structural bias women and minorities face regarding job opportunity and pay.⁷ Marriott reports neither.

Racial and gender unadjusted median pay gaps are accepted as the valid way of measuring pay inequity by the United States Census Bureau, Department of Labor, OECD, and International Labor Organization.⁸ The United Kingdom and Ireland mandate disclosure of median pay gaps, and the United Kingdom is considering racial pay reporting.

An annual report adequate for investors to assess performance could integrate base, bonus and equity compensation to calculate:

• percentage median and adjusted gender pay gap, globally and/or by country

• percentage median and adjusted racial/minority/ethnicity pay gap, U.S. and/or by country

It is also worth considering that Marriot reported a CEO pay ratio of 506 to 1.

To Enhance Shareholder Value, Vote FOR
Pay Equity Disclosure – Proposal 7

1	https://www.nationalpartnership.org/our-work/resources/economic-justice/fair-pay/americas-women-and-the-wagegap.pdf

2	https://www.aauw.org/app/uploads/2021/09/AAUW_SimpleTruth_2021_-fall_update.pdf

3	https://iwpr.org/iwpr-publications/quick-figure/the-gender-pay-gap-1985-to-2020-with-forecast-for-achieving-payequity-by-race-and-ethnicity/

4	https://ir.citi.com/NvIUklHPilz14Hwd3oxqZBLMn1_XPqo5FrxsZD0x6hhil84ZxaxEuJUWmak51UHvYk75VKeHCMI%3D

5	https://www.pwc.com/hu/en/kiadvanyok/assets/pdf/women-in-work-2021-executive-summary.pdf

6	https://www.mckinsey.com/capabilities/people-and-organizational-performance/our-insights/promoting-gender-parityin-the-global-workplace; https://www.issgovernance.com/file/publications/ISS-ESG-Gender-Diversity-Linked-to-Success.pdf

7	https://diversiq.com/which-sp-500-companies-disclose-gender-pay-equity-data/

8	https://static1.squarespace.com/static/5bc65db67d0c9102cca54b74/t/622f4567fae4ea772ae60492/1647265128087/Racial+Gender+Pay+Scorecard+2022+-+ Arjuna+Capital.pdf

Board Response

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

The Board has considered the proposal and recommends that stockholders vote against it. Our compensation policies are grounded in equity and designed to reflect competitive pay for performance, and we have robust and proactive policies and procedures in place to identify, minimize and rectify unintended pay gaps. The results are self-evident: we are routinely recognized as a top employer and best company to work for, earn associate engagement scores that exceed the “Best Employer” external benchmark, and have a longstanding record of hiring and retaining a diverse workforce. We are proud of our record in these areas and transparent about our holistic human capital strategies and results—including pay equity efforts and progress—in a variety of forums, including our Annual Report on Form 10-K and annual Serve 360 Report. To further enhance these robust disclosures, as described below, we plan to include adjusted pay equity ratios for U.S. employees by gender and race in our next Serve 360 Report. According to the proposal and sources cited in it, this disclosure will exceed pay equity gap information provided by the vast majority of other S&P 500 companies. Given the global nature of our workforce and the dramatic differences in market-based pay by geography, the Board does not believe that the proposal’s request that we also report unadjusted median pay gaps across race and gender globally or in each of the 138 countries and territories where we operate is a practical or useful supplement to our existing efforts or the information available to investors.

Our compensation policies and practices are grounded in equity and reflect competitive pay for performance.

Pay equity is foundational to our pay practices and policies. In the U.S., the vast majority of our jobs are hourly paid positions, which are generally compensated based on fixed or defined pay rates, with increases based on tenure. This highly structured compensation framework prevents exercise of managerial discretion in setting pay rates and means that our U.S. hourly paid employees generally are paid the same rate as others with the same job and tenure in their geographic location. Similarly, for our non-hourly management employees, there are well-established pay bands for all roles, and pay equity is evaluated at the time of an initial job offer and throughout the employment life cycle. Globally, during the application process, we ban inquiries into salary history and only request the applicant’s desired rate of pay. Moreover, we prohibit inquiries into salary history and ban the use of compensation history when establishing starting pay for new hires.

We conduct a detailed statistical analysis with third parties at least annually to review gender and racial pay equity in the U.S. Additional reviews of pay and processes throughout the year are designed to support us in making adjustments due to market conditions and providing consistency to associates. Through such pay and policy adjustments, we correct for unintended pay differences, and where appropriate, adjust for market competitiveness as part of our annual and ongoing reviews. In 2022, pay adjustments for unintended pay differences were de minimis. We also continue to review our processes and analyses beyond the U.S. to review and analyze our equitable pay and practices more broadly.

We are committed to transparency and meaningful disclosure.

We are proud of our compensation policies and practices and our proven ability to attract, retain and develop a diverse and engaged workforce. Our Annual Report on Form 10-K and annual Serve 360 Report provide detailed information about our workforce, commitment to investing in associates, and human capital strategy—including pay equity practices and policies. As indicated above, to further enhance these robust disclosures, in our next Serve 360 Report, which we expect to publish later this year, we plan to include pay equity ratios by gender and race for U.S. employees, adjusted for factors such as experience, tenure, job function, level and scope of responsibilities, and geography. Based on the sources cited in the proposal, this disclosure will exceed pay equity gap information provided by most other S&P 500 companies.

The Board does not believe, however, that the proposal’s additional requested reporting of unadjusted median pay gaps across race and gender globally is a practical or useful supplement to our existing efforts or the information available to investors. Given the global nature of our workforce and the dramatic differences in market-based pay by geography, the administrative burden of collecting and comparing pay data in over 138 countries and territories and corresponding currencies would not add meaningful information or corresponding value to investors.

We embrace a holistic strategy to invest in our associates.

Pay equity is just one part of our larger set of practices designed to support, develop and retain a diverse and engaged workforce. Our long history of service, innovation, and growth is built on a commitment to put people first. We invest in our associates, with a focus on leadership development, recognition, compensation, career opportunity, and skills training. We are focused on providing our associates with the tools, resources, and support they need to thrive—both personally and professionally. We have comprehensive compensation and benefits offerings, and we regularly evaluate these programs for competitiveness against the external talent market.

Our TakeCare program provides associates with tools and resources to support their physical, mental, and financial wellbeing. We are equally proud of our efforts to promote a diverse and inclusive workforce, and we value the differences of our associates as a strategic business priority. As part of our efforts to advance women and people of color, we have established meaningful objectives to diversify our leadership. In 2021, we announced the acceleration of our efforts to achieve global gender parity at the vice president level and above by the end of 2023 — two years earlier than the original goal. We are also continuing our efforts toward our objective to increase the representation of people of color at the vice president level and above in the U.S. to 25 percent by year-end 2023.

*    *    *

For decades we have been recognized for our outstanding workplace programs, leadership excellence, commitment to diversity, equity and inclusion, and industry-leading initiatives. We are committed to maintaining this record of achievement, investing in our associates, and sharing information about our efforts and our progress.

For these reasons, the Board recommends a vote AGAINST the proposal.

Corporate Governance

Board Leadership Structure

The Board separated the roles of Chairman and CEO in 2012 and has maintained an independent Lead Director since 2013. The Board reviews its leadership structure as part of its succession planning process. It believes that separate Chairman and CEO roles, together with an experienced and engaged independent Lead Director and independent committee oversight of key functions, provides robust oversight and independent leadership on the Board while maximizing the Company’s unique advantages.

Separate Board Chairman and CEO. The Board has chosen to separate the roles of Chairman of the Board and CEO for more than ten years. 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.

David S. Marriott has served as the Chairman of the Board since May 2022. The Board believes that Mr. 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. Mr. Marriott stepped down as an employee of the Company in April 2021 in connection with joining the Board to focus on leading the Board in fulfilling its oversight and governance responsibilities. As Chairman, he provides leadership to the Board by, among other things, working with the President and CEO, the 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 functioning of the Board and its committees, promote Board succession planning and the orientation of new directors, and support senior management succession planning. Mr. Marriott also serves as a key conduit between management, the Board, and the Marriott family, who have a significant ownership stake in the Company and a demonstrated commitment to its long-term success.

The Board believes that the continued involvement of Marriott family members in responsible positions of the Company makes a significant contribution to the long-term value of our corporate name and identity, reinforces the culture and core values that are the bedrock of our success, and promotes associate engagement and retention. Thus, in addition to his role as Chairman, the Board has assigned Mr. Marriott additional responsibilities, which include promoting the Company’s business, brands, culture, values and goodwill. He serves as an ambassador to the Company’s associates, owners and franchisees, and the communities in which we operate, participates in internal Company events and represents the Company at external events, as requested by the President and CEO, senior executive leadership team or the Board. In doing so, Mr. Marriott continues the Marriott family’s stewardship of the culture and core values that have empowered associates, taken care of guests, created opportunities for hotel owners and franchisees, and fueled the Company for more than 95 years. In 2022, Mr. Marriott visited over 200 hotels worldwide; met with associates, owners and franchisees and customers across the globe; and represented the Company at numerous internal and external conferences and events. Given the Marriott family’s iconic status in the hospitality industry and deep historical perspective on the Company and its mission, combined with Mr. Marriott’s extensive prior experience in a variety of senior roles at the Company, the Board believes Mr. Marriott is uniquely qualified to serve in this role and that his service provides a competitive advantage to the Company. The Board considered that these additional responsibilities, combined with Mr. Marriott’s responsibilities as Chairman, require significant time commitments and has established a chairman retainer fee reflective of those commitments.

Tony Capuano has served as Chief Executive Officer and a director of the Company since February 2021 and was additionally appointed President of the Company in February 2023. As President and 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 leadership 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. 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 President and CEO and the independent directors. The Lead Director also reviews and approves, in consultation with both the Chairman and the President and CEO, Board meeting agendas and schedules, coordinates the evaluation of Board and committee performance, coordinates the assessment and evaluation of Board candidates, organizes and leads the Board’s annual evaluation of the President and CEO, makes recommendations for changes to the Company’s governance practices, and is available for 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. The independent directors of the Board appoint the Lead Director annually. In 2022 and 2023, the independent directors selected Mr. Frederick A. “Fritz” Henderson to serve as the Lead Director. Mr. Henderson has served on the Board since 2013 and served as our Audit Committee chair from May 2014 to May 2022, and he has extensive experience serving in a variety of other public company board leadership roles.

David Marriott	Fritz Henderson	Tony Capuano
Chairman of the Board	Independent Lead Director	President and CEO
Primary Responsibilities •   Focuses on Board oversight, functioning and governance matters •   Presides at meetings of the Board and of the stockholders •   Reviews and approves Board agendas and materials •   Advises the Lead Director on Board composition, recruitment and succession planning •   Represents the Company at internal and external events to help further the Company’s strategic goals and to promote the Company’s business, brands, culture, values and goodwill •   Provides advice and counsel to the President and CEO	Primary Responsibilities •   Coordinates the activities of the independent directors and presides at executive sessions of independent directors •   Reviews and approves Board agendas and materials •   Advises on director recruitment and recommends Board committee chairs •   Oversees the Board and committee evaluation process •   Organizes and leads the Board’s annual evaluation of the President and CEO •   Works with the Chairman and the President and CEO to ensure management adequately addresses matters identified by the Board and the independent directors	Primary Responsibilities •   Leads the Company’s global business and is responsible for the Company’s short- and long-term performance •   Leads the development and implementation of the Company’s vision and mission •   Sets and manages the execution of the Company’s business strategies •   Cultivates and advances the Company’s culture and values •   Evaluates and develops the Company’s executive leaders and succession plans and sets the Company’s organizational structure

Independent Committee Oversight. Our Audit, Human Resources and Compensation, Nominating and Corporate Governance, and Technology and Information Security Oversight committees are composed solely of independent directors. Consequently, the independent directors directly oversee such critical items as the Company’s financial statements, executive compensation, the selection and evaluation of directors, the development and implementation of our corporate governance programs, and technology, information security and privacy.

Emeritus Designations

Chairman Emeritus. J.W. Marriott, Jr., our former Executive Chairman and Chairman of the Board, holds the title of Chairman Emeritus. As Chairman Emeritus, Mr. Marriott may attend certain Board meetings or functions, but he is not a nominee for election and 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.

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

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 director nominees embody a diverse range of viewpoints, backgrounds and skills, including with respect to age, tenure, gender, and race/ethnicity.

Director Nominees
Age	Tenure

Likewise, the Board believes that committee leadership and membership should reflect the diversity of the Board. 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. Currently, four of our five regularly-meeting standing committees are chaired by women and/or people of color.

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.

Director Nominee Skills and Qualifications

Senior Executive Leadership Experience Significant experience leading large organizations or enterprises, resulting in a practical understanding of organizational structure, business planning and strategy, talent development, financial oversight, risk management, and how to drive growth.

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Hospitality / Travel and Consumer Focus Experience Experience in the travel and hospitality industry or other industries focused on attracting and serving consumers, including experience developing strategies to grow sales and market share, build brand awareness, and enhance enterprise reputation.

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Financial Expertise Proficiency in finance, capital allocation, and financial reporting processes gained from experience acting as, or actively supervising, a principal financial officer, principal accounting officer, controller, public accountant or auditor, or one or more positions that involve the performance of similar functions.

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Global/International An understanding of, and experience working in, diverse business environments, economic conditions, cultures, and regulatory frameworks around the world.

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Culture and Human Capital Management Experience in a human resources or personnel role managing and developing talent, values, and culture or in one or more positions that contribute to an understanding of how the Company manages and develops its culture and workforce.

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Government, Legal and Regulatory Affairs Experience working in law, government regulations, and public policy.

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Technology and Information Security Knowledge of technological trends, innovation, and using technology to manage customer data and deliver products and services to the market.

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Public Company Board Service An understanding of board dynamics and processes, relations between the board and management, corporate governance, oversight, and stockholder relations arising from prior or current service on other public company boards.

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Demographics and Background

Tenure/Age/Gender/Independence

Years on the Board*

2

1

9

10

7

0

19

7

2

4

0

2

8

Age*

57

63

66

64

71

54

68

68

49

69

64

55

68

Gender

M

F

F

M

M

F

F

M

M

F

M

M

F

Independent

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■

■

■

■

■

■

■

■

■

Race/Ethnicity/Nationality

African American/Black

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Asian/South Asian

White/Caucasian

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■

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Hispanic/Latino

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*

As of the 2023 Annual Meeting.

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, 7750 Wisconsin Avenue, Bethesda, Maryland 20814. Recommendations must include the name and address of the stockholder making the recommendation, a representation that the stockholder is a holder of record of Class A common stock, biographical information about the individual recommended, and any other information the stockholder believes would be helpful to the Nominating and Corporate Governance Committee in evaluating the individual recommended.

The Board does not have specific requirements for eligibility to serve as a director. However, in evaluating candidates, regardless of how recommended, the Nominating and Corporate Governance Committee considers the qualifications set out in the Company’s Governance Principles, including:
CHARACTER character, judgment, personal and professional ethics, integrity, values, and familiarity with national and international issues affecting business;	EXPERIENCE depth of experience, skills, and knowledge relevant to the Board and the Company’s business, including the ability to provide effective oversight of long-term strategy and enterprise risk; and	WILLINGNESS willingness to devote sufficient time to carry out the duties and responsibilities effectively.

In addition, as described above, when evaluating director candidates, the Nominating and Corporate Governance Committee considers and discusses the extent to which a prospective nominee helps the Board achieve a mix of members that represent a diversity of background and experience. The Nominating and Corporate Governance Committee makes a recommendation to the full Board as to any persons it believes should be nominated by the Board, and the Board determines the nominees after considering the recommendation and report of the Nominating and Corporate Governance Committee. The procedures for considering candidates recommended by a stockholder for Board membership are consistent with the procedures for candidates recommended by members of the Nominating and Corporate Governance Committee, other members of the Board, or management. When seeking new 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 2022, the Nominating and Corporate Governance Committee used the services of Russell Reynolds Associates, a third-party executive search firm, for this purpose.

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 12, 2023, the date of the Annual Meeting. Each director nominee has been nominated to serve until the 2024 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.

Chairman of the Board Joined the Board: 2021 Age: 49 Marriott Board Committees ■   Executive (Chair) ■   Inclusion and Social Impact Other Public Company Boards (Current) ■   None Other Public Company Boards (Past Five Years) ■   None		David S. Marriott
		Chairman of the Board, Marriott International Former President, U.S. Full Service Managed by Marriott
			Skills and Qualifications David is only the third Chairman of the Board in the Company’s more than 95-year history. As the son of our Chairman Emeritus and the grandson of Marriott International’s founders, he embodies the culture of the Company and provides the Board a deep understanding of the Company’s history, core values and mission. Prior to joining the Board, he served in a variety of operational, sales and leadership roles with the Company since 1999. Most recently, as President, U.S. Full Service Managed by Marriott, he oversaw hotel operations, human resources, sales & marketing, finance, market strategy, information resources and development and feasibility for more than 330 hotels operating under 14 brands in 34 states and French Polynesia. David leverages this experience—and his lifetime around the Company—to provide the Board valuable insight about the Company’s operations and the hospitality industry.
			Career Highlights ■  Chairman of the Board (2022 – Present) ■  President, U.S. Full Service Managed by Marriott (2018 – 2021) ■  Chief Operations Officer, The Americas, Eastern Region (2010 – 2018) ■  Various operations and sales roles within Marriott with increasing responsibility, including Market Vice President; Senior Vice President, Global Sales; Sales, Boston, MA and Arlington, VA; and Assistant Sous Chef, Salt Lake City Marriott Downtown		Other Activities and Memberships ■  JWM Family Enterprises, Inc., Board of Directors ■  University of Utah, National Advisory Council ■  Howard University School of Business, Marriott-Sorenson Center for Hospitality Leadership, Executive Board ■  The J. Willard & Alice S. Marriott Foundation, Board of Trustees

Director Joined the Board: 2021 Age: 57 Marriott Board Committees ■   Executive ■   Inclusion and Social Impact Other Public Company Boards (Current) ■   McDonald’s Corporation Other Public Company Boards (Past Five Years) ■   None		Anthony G. (Tony) Capuano
		President and CEO, Marriott International
			Skills and Qualifications Tony has served in a variety of senior leadership roles at the Company since 1995 and has been instrumental in the Company’s growth. Before his appointment as CEO in February 2021, Tony was Group President, Global Development, Design and Operations Services, where he led the strategic unit growth of all of Marriott’s brands while overseeing the global design team as well as Marriott’s global operating standards and protocols for thousands of properties around the world. His vast knowledge of the Company and its culture, and his deep experience and relationships in the hospitality industry, provide the Board valuable insights and perspective. Tony’s service on the boards of directors and board committees of McDonald’s Corporation and various not-for-profit entities provides additional industry and governance perspectives.
			Career Highlights ■  Marriott International ■  President and CEO (2023 – present) ■  CEO (2021 – 2023) ■  Group President, Global Development, Design and Operations Services (2020 – 2021) ■  Executive Vice President and Global Chief Development Officer (2009 – 2020) ■  Senior Vice President of Full-Service Development for North America (2005 – 2008) ■  Kenneth Leventhal and Company’s Hospitality Consulting Group, Los Angeles, CA ■  Laventhol and Horwath’s Leisure Time Advisory Group, Boston, MA		Other Activities and Memberships ■  Cornell Hotel Society ■  The Cornell School of Hotel Administration, Dean’s Advisory Board ■  Business Roundtable ■  American Hotel and Lodging Association, Industry Real Estate Financial Advisory Council ■  Save Venice, Inc., Trustee

Independent Director Joined the Board: 2022 Age: 63 Marriott International Board Committee Memberships ■   Audit (Chair) Other Current Public Company Boards ■   General Electric Other Public Company Boards (Past Five Years) ■   Gap, Inc. ■   LyondellBasell Industries		Isabella D. (Bella) Goren
		Former Chief Financial Officer, American Airlines, Inc. and AMR Corporation
			Skills and Qualifications Bella brings to the Board and to our Audit Committee, which she chairs, deep financial expertise and wide-ranging global travel business experience. Her multifaceted career in the travel business spans almost thirty years and includes extensive experience in implementing complex global strategies and leading financial functions, customer technology and data analytics, loyalty programs, customer service organizations and large-scale international operations. Her responsibilities at American also included human resources, revenue management, investor relations and marketing. In addition, her service on the boards of directors of various other public, private and not-for-profit organizations adds strategic and governance expertise to the Board.
			Career Highlights ■  Chief Financial Officer, American Airlines, Inc. (American) and AMR Corporation (AMR) (2010 – 2013) ■  Senior Vice President, Customer Relationship Marketing, American (2006 – 2010) ■  Various roles of increasing responsibility with American, including finance, revenue management, human resources and global operational roles: ■  Vice President, Interactive Marketing ■  Vice President, Asia Pacific Operations ■  Vice President, Customer Services Planning ■  President, AMR Services ■  Various Management Positions		Other Activities and Memberships ■  MassMutual Financial Group, Board Member ■  National Association of Corporate Directors of North Texas, Board Member ■  Southern Methodist University, Lyle School of Engineering, Executive Board Member ■  The University of Texas at Austin, Cockrell School of Engineering, Advisory Board Member

Director Joined the Board: 2014 Age: 66 Marriott International Board Committee Memberships ■   Inclusion and Social Impact Other Current Public Company Boards ■   None Other Public Company Boards (Past Five Years) ■   None		Deborah Marriott Harrison
		Global Cultural Ambassador Emeritus, Marriott International
			Skills and Qualifications As the daughter of our Chairman Emeritus and the granddaughter of our founders, Debbie has extensive knowledge of the Company’s culture, business and history. Her prior service as our Global Officer, Marriott Culture and Business Councils and continuing service as our Global Cultural Ambassador Emeritus provides the Board valuable insights into our culture and workforce. Debbie also provides the board important judgment and perspectives on government relations and public policy from her experience leading our government affairs function, and she leverages her current and prior service on the boards of numerous not-for-profit entities to assist the Board with fulfilling its corporate governance responsibilities.
			Career Highlights ■  Global Officer, Marriott Culture and Business Councils (2013 – 2019) ■  Senior Vice President, Government Affairs (2007 – 2013) ■  Vice President, Government Affairs (2006 – 2007) ■  Various prior operations and accounting roles at Marriott International and Marriott hotels, including positions at the Key Bridge and Dallas Marriott hotels		Other Activities and Memberships ■  JWM Family Enterprises, Inc., Board of Directors ■  The J. Willard & Alice S. Marriott Foundation, Board of Trustees ■  Bill and Donna Marriott Foundation, Trustee ■  Bridges from School to Work, Board of Trustees ■  The Women’s Board of the American Heart Association, Greater Washington Region

Independent Lead Director Lead Director since: 2022 Joined the Board: 2013 Age: 64 Marriott International Board Committee Memberships ■   Audit ■   Executive ■   Nominating and Corporate Governance (Chair) Other Current Public Company Boards ■   Adient plc ■   Arconic Corp. Other Public Company Boards (Past Five Years) ■   Horizon Global		Frederick A. (Fritz) Henderson
		Former Chairman and CEO, SunCoke Energy, Inc.
			Skills and Qualifications Having served in numerous executive and board leadership roles at other public companies throughout his career, Fritz brings significant leadership and governance experience to our Board and deep expertise in management and strategic planning. He also brings extensive international business experience having lived and worked in numerous countries over his career and he has deep expertise in the fields of finance and accounting gained from his background as a chief financial officer.
			Career Highlights ■  Principal, Hawksbill Group (2018 – present), a diversified business and communications consulting firm ■  Chairman and CEO, SunCoke Energy, Inc. (2011 – 2017) and SunCoke Energy Partners GP LLC (2013 – 2017) ■  Senior Vice President, Sunoco (2010 – 2011) ■  Various roles of increasing responsibility with General Motors (GM) for more than 25 years, including: ■  President and CEO (2009) ■  President and Chief Operating Officer (2008 – 2009) ■  Vice Chairman and Chief Financial Officer (2006 – 2008) ■  Chairman, GM Europe (2004 – 2006) ■  Group Vice President and Regional President, GM Asia Pacific (2002 – 2004) ■  Group Vice President and Regional President, GM Latin America, Africa and Middle East (2000 – 2002) ■  Various other finance and operational roles starting in 1984		Other Activities and Memberships ■  Alfred P. Sloan Foundation, Board of Trustees, Chair

Independent Director Joined the Board: 2016 Age: 71 Marriott International Board Committee Memberships ■   Human Resources and Compensation ■   Technology and Information Security Oversight Other Current Public Company Boards ■   None Other Public Company Boards (Past Five Years) ■   Lerer Hippeau Acquisition Corp.		Eric Hippeau
		Managing Partner, Lerer Hippeau
			Skills and Qualifications As the Managing Partner of Lerer Hippeau, a venture capital fund, Eric brings to the Board extensive investment and venture capital expertise and a strong background in technology, innovation and modern media. Having lived and worked throughout the world, Eric also has extensive global business and investment experience. In addition, Eric has significant governance experience as a director of numerous public and private companies, including start-up companies, and a deep understanding of the hospitality industry as the result of his prior tenure on the board of directors of Starwood Hotels & Resorts.
			Career Highlights ■  Managing Partner, Lerer Hippeau (2011 – present) ■  CEO, Lerer Hippeau Acquisition Corp. (2021 – 2022) ■  CEO, The Huffington Post (2009 – 2011) ■  Managing Partner, Softbank Capital (2000 – 2009) ■  Chairman and CEO, Ziff-Davis, Inc. (1991 – 2000)		Other Activities and Memberships ■  Rebelmouse, Board Member ■  Opentrons, Board Member

Independent Director Joined the Board: 2023 Age: 54 Marriott International Board Committee Memberships ■   None* Other Current Public Company Boards ■   DICK’S Sporting Goods Other Public Company Boards (Past Five Years) ■   YUM! Brands ■   Sonic Corporation		Lauren R. Hobart
		President and CEO, DICK’S Sporting Goods, Inc.
			Skills and Qualifications Lauren brings to the Board executive leadership, strategic vision, marketing and digital acumen, and operational expertise gained from her senior executive roles at DICK’S Sporting Goods, an omnichannel retailer serving athletes and outdoor enthusiasts, and PepsiCo. She provides the Board expertise in branding and marketing, e-commerce, digital operations, and consumer and employee engagement. In addition, she brings extensive public company boardroom experience, and her status as the first non-family member CEO of DICK’S positions her to assist with governance matters unique to our Company.
			Career Highlights ■  DICK’S Sporting Goods, Inc. ■  President and CEO (2021 – present) ■  President (2017 – 2021) ■  Executive Vice President, Chief Customer & Digital Officer (2017) ■  Executive Vice President, Chief Marketing Officer (2015 – 2017) ■  Senior Vice President, Chief Marketing Officer (2011 – 2015) ■  PepsiCo, Inc. ■  Chief Marketing Officer, Carbonated Soft Drinks, (2009 – 2011) ■  Senior marketing and strategic planning roles (1997 – 2009) ■  Associate Vice President, Wells Fargo & Co. (1993 – 1995) ■  Account Officer, JPMorgan Chase & Co. (1990 – 1993)		Other Activities and Membership ■  DICK’S Sporting Goods Foundation, President

*

Ms. Hobart joined the Board in March 2023 and the Board has not yet assigned her to any Board committees. She was recommended to the Nominating and Corporate Governance Committee as a director candidate by Tony Capuano, the Company’s President and CEO.

Independent Director Joined the Board: 2004 Age: 68 Marriott International Board Committee Memberships ■   Executive ■   Inclusion and Social Impact (Chair) ■   Nominating and Corporate Governance Other Current Public Company Boards ■   Burberry Group plc ■   The Procter & Gamble Company ■   Warner Bros. Discovery Other Public Company Boards (Past Five Years) ■   AT&T ■   Twitter, Inc. ■   WGL Holdings, Inc. (Washington Gas)		Debra L. (Debi) Lee
		Former Chairman and CEO, BET Networks
			Skills and Qualifications Debi provides our Board with proven leadership and business experience as the former CEO of BET Networks, a media and entertainment company. She also has extensive corporate governance experience from her membership on the boards of other public companies, her legal experience, and her significant involvement in civic, community and charitable activities. In addition, Debi’s more than 30 years of experience as an executive in the media industry, along with her broad board experience, provide her with extensive marketing and consumer industry skills.
			Career Highlights ■  Chairman and CEO, BET Networks (2006 – 2018) ■  Prior to being named chairman and CEO of BET Networks, Ms. Lee served in several leadership roles at BET beginning in 1986, including President and CEO, President and Chief Operating Officer, and Executive Vice President and General Counsel ■  Attorney, Steptoe & Johnson, LLP		Other Activities and Memberships ■  Leading Women Defined Foundation, Founder and Chair ■  The Monarchs Collective, Co-founder and partner ■  Alvin Ailey Dance Theater, President Emeriti ■  The American Film Institute, Board of Trustees ■  The Paley Center for Media, Board of Trustees ■  Brown University, Trustee Emeritus ■  My Brother’s Keeper Alliance, Trustee Emeritus

Independent Director Joined the Board: 2004 Age: 68 Marriott International Board Committee Memberships ■   Audit ■   Human Resources and Compensation (Chair) ■   Nominating and Corporate Governance Other Current Public Company Boards ■   The Chefs’ Warehouse, Inc. ■   Voya Financial, Inc. Other Public Company Boards (Past Five Years) ■   Red Robin Gourmet Burgers, Inc. ■   The Walt Disney Company		Aylwin B. Lewis
		Former Chairman, CEO and President, Potbelly Corporation
			Skills and Qualifications As a result of his numerous senior management positions at Yum! Brands, Kmart, Sears and Potbelly Corporation, Aylwin brings to the Board significant leadership experience; expertise in corporate branding, marketing, franchising and management of complex global businesses; and insights on meeting consumer needs while driving growth. His service on the boards of directors and board committees of various other public companies provides additional strategic and governance perspectives, and he has extensive knowledge of the hospitality industry from his prior service on the board of directors of Starwood Hotels & Resorts.
			Career Highlights ■  Chairman, CEO and President, Potbelly Corporation (2008 – 2017) ■  President and CEO, Sears Holdings Corporation (2005 – 2008); prior to being named CEO of Sears, Mr. Lewis was the President of Sears Holdings and CEO of Kmart and Sears Retail following Sears’ acquisition of Kmart in 2005 ■  President and CEO, Kmart Holding Corporation (2004 – 2005) ■  Various roles of increasing responsibility and leadership with YUM! Brands, Inc., including Chief Multi-Branding and Operating Officer (2003 – 2004), Chief Operating Officer (2000 – 2003), and Chief Operating Officer, Pizza Hut (1996 – 1997)		Other Activities and Memberships ■  Caliber Collison, Board Member

Independent Director Joined the Board: 2019 Age: 69 Marriott International Board Committee Memberships ■   Audit ■   Technology and Information Security Oversight (Chair) Other Current Public Company Boards ■   Alignment Healthcare ■   American Electric Power Company, Inc. ■   First American Financial Corp. Other Public Company Boards (Past Five Years) ■   Brighthouse Financial, Inc.		Margaret M. (Meg) McCarthy
		Former Executive Vice President, CVS Health Corporation
			Skills and Qualifications As a former IT executive at multiple major companies, Meg brings significant information and technology expertise to the Board, including experience helping consumer-facing organizations manage transformational technology change as well as privacy and cybersecurity risks. From her senior leadership experience managing large groups of employees, complex processes and enterprise-critical technology, she is well-positioned to the provide the Board and our Technology and Information Security Oversight Committee, which she chairs, valuable insights into areas of critical importance to the operations of the Company, including information security, data privacy, and technology and innovation. She also brings extensive governance expertise gained from having served on various advisory boards, councils, and public and private company boards.
			Career Highlights ■  Executive Vice President, CVS Health Corporation (2018 – 2019), a pharmacy healthcare provider ■  Executive Vice President, Operations and Technology, Aetna Inc. (Aetna) (2010 – 2018), a healthcare benefits company ■  Chief Information Officer and Vice President and Head of Business Solutions Delivery, Aetna (2003 – 2008) ■  Senior Vice President, Information Technology, Cigna Corporation ■  Chief Information Officer, Catholic Health Initiatives ■  Chief Information Officer, Franciscan Health System ■  Consultant, Andersen Consulting (now Accenture) ■  Consulting Partner, Ernst & Young		Other Activities and Memberships ■  Providence College, Board of Trustees ■  MIT Center for Information Systems Research, Board Member

Independent Director Joined the Board: 2023 Age: 62 Marriott International Board Committee Memberships ■  None* Other Current Public Company Boards ■  None Other Public Company Boards (Past Five Years) ■  None		Grant F. Reid
		Former President and CEO, Mars, Incorporated
			Skills and Qualifications Grant brings extensive senior leadership, business strategy, and consumer sales experience gained through his experience as President and CEO of Mars, Incorporated, a position he held for over eight years until retiring in 2022. Through his 34-year tenure with Mars, a family-owned multinational manufacturer of confectionary, pet food and other food products and a provider of animal care services, he has a deep understanding of the financial, operational and strategic domestic and international issues that face global companies, and he has a deep understanding of consumer and retail trends. Grant also contributes significant sustainability and climate expertise, gained from his past and current roles with various business organizations, including the Sustainable Markets Initiative’s Agribusiness Task Force, Business for Inclusive Growth, One Planet for Bio Diversity, and the Consumer Goods Forum, where he served on the board of directors, co-chaired the governance committee, and co-led the Forest Positive Coalition.
			Career Highlights ■  Mars, Incorporated ■  President and CEO (2014 - 2022), and member of the Board of Directors (2015 – 2022) ■  Global President, Mars Chocolate (2009 – 2014) ■  Global President, Mars Drinks (2007 – 2009) ■  Executive Vice President, Sales and Customer Care (2001 – 2007) ■  Various roles of increasing responsibility with Mars between 1988 - 2001		Other Activities ■  Agribusiness Task Force, Sustainable Markets Initiative, Chair

*

Mr. Reid joined the Board in March 2023 and the Board has not yet assigned him to any Board committees. He was recommended to the Nominating and Corporate Governance Committee as a director candidate by a third-party search firm that conducted a search on behalf of the Company.

Independent Director Joined the Board: 2021 Age: 55 Marriott International Board Committee Memberships ■   Human Resources and Compensation ■   Technology and Information Security Oversight Other Current Public Company Boards ■   Booz Allen Hamilton, Inc. Other Public Company Boards (Past Five Years) ■   None		Horacio D. Rozanski
		President and CEO, Booz Allen Hamilton, Inc.
			Skills and Qualifications Horacio brings to the Board extensive senior leadership and global business experience and organizational management expertise gained from his role as President and CEO of Booz Allen Hamilton, a global technology and consulting company. He has a strong background in technology, innovation, and strategic transformation and business strategy. In addition, having served as Booz Allen’s chief personnel officer and chief strategy and talent officer, he has deep understanding of managing and developing talent and a diverse workforce.
			Career Highlights ■  President and CEO, Booz Allen Hamilton, Inc. (Booz Allen) (2015 – present) ■  Various roles of increasing responsibility with Booz Allen since 1992, including: ■  President and Chief Operating Officer (2014) ■  Chief Operating Officer (2011 – 2014) ■  Chief Strategy and Talent Officer (2010) ■  Chief Personnel Officer (2003 – 2010) ■  Vice President and various consulting roles (1992 – 2003)		Other Activities and Memberships ■  CARE USA, Board of Directors ■  Children’s National Medical Center, Board of Directors, Chair ■  The Economic Club of Washington, D.C., Board of Directors ■  U.S. Holocaust Museum’s Committee on Conscience ■  Kennedy Center Corporate Fund, Board of Directors

Independent Director Joined the Board: 2015 Age: 68 Marriott International Board Committee Memberships ■   Human Resources and Compensation ■   Technology and Information Security Oversight Other Current Public Company Boards ■   Caterpillar, Inc. ■   FedEx Corporation Other Public Company Boards (Past Five Years) ■   The Boeing Company		Susan C. Schwab
		Professor Emerita, University of Maryland School of Public Policy and Strategic Advisor, Mayer Brown LLP
			Skills and Qualifications Ambassador Schwab brings unique senior leadership and global and governmental perspectives to the Board’s deliberations. Her experience leading large international trade negotiations and ongoing engagement in international geopolitical and economic and commercial matters positions her well to advise her fellow directors and our senior management on a wide range of key global issues facing the Company. Susan’s government experience also allows her to advise the Company on the many challenges and opportunities that relate to government relations at home and abroad. As a result of Susan’s prior business experience and current service on other Fortune 100 corporate boards, she brings expertise on a wide range of strategic, operational, corporate governance and compensation matters to the Board and the committees on which she sits.
			Career Highlights ■  Professor Emerita (2020 – present) and Professor (2009 – 2020), University of Maryland School of Public Policy ■  Strategic Advisor, Mayer Brown LLP, a global law firm (2010 – present) ■  U.S. Trade Representative (2006 – 2009) and Deputy, U.S. Trade Representative (2005 – 2006) ■  Vice Chancellor, University System of Maryland, and President and CEO, University System of Maryland Foundation (2004 – 2005) ■  Dean, University of Maryland School of Public Policy (1995 – 2003) ■  Director Corporate Business Development, Motorola, Inc. (1993 – 1995) ■  Director-General, U.S. and Foreign Commercial Service (Assistant Secretary of Commerce) (1989 – 1993)		Other Activities ■  National Foreign Trade Council, Chair, Board of Directors ■  Business Council for International Understanding, Board Member ■  Lee Kuan Yew School of Public Policy, Board Member ■  The Conference Board, NYC, Vice Chair and Trustee

Director Attendance

The Board met five times in fiscal year 2022. The Company encourages all directors to attend the annual meeting of stockholders. All 14 directors then serving attended the Company’s 2022 annual meeting. During fiscal year 2022, no incumbent director attended fewer than 75 percent of the total number of meetings of the Board and committees on which such director served.

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.

Anti-Hedging and Anti-Pledging Policies

Our Securities Trading Policy prohibits Marriott associates, officers and directors from engaging in hedging or derivative transactions with respect to our equity securities and has historically prohibited our NEOs from holding our equity securities in a margin account or pledging securities as collateral for a loan. In 2022, the policy was extended so that all directors and executive officers (as designated in accordance with Rule 16a-1(f) under the Securities Exchange Act of 1934) are prohibited from holding our equity securities in a margin account or pledging securities as collateral for a loan, except that our Lead Director may permit the pledge of equity securities as collateral for a loan (not including margin debt) in limited circumstances if a person requests approval to do so. The Lead Director may approve or deny the request in his or her sole discretion, and may consider a variety of factors in evaluating a request, including, without limitation, the size of the pledge relative to the individual’s other holdings, both direct and indirect, and Marriott’s shares outstanding; the nature and size of the associated transaction and the risk of foreclosure, including the financial capacity to repay the loan; protections against the appearance of insider trading, including prohibitions on sales during trading black-outs; and the ability to timely report sales on Form 4. No such requests were made by our executive officers or members of our Board since the extension of the policy.

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.

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 2023, with respect to incumbent directors, and in March 2023 with respect to Ms. Hobart and Mr. Reid. 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 the February 2023 review, the Board recognized the former employment of Mr. J.W. Marriott, Jr. and Mr. David Marriott, Mrs. Deborah Harrison’s role as Global Cultural Ambassador Emeritus, and the family relationships of Mr. J.W. Marriott, Jr., Mr. David Marriott, and Mrs. Harrison 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, Ms. Hobart, Ms. Lee, Mr. Lewis, Ms. McCarthy, Mr. Muñoz, Mr. Reid, Mr. Rozanski and Ambassador Schwab are each independent of the Company and its management. In making this determination, the Board found that none of these directors had a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director of Marriott. In addition, the Board had previously determined that Lawrence W. Kellner, who served on the Board in 2022, was independent.

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. In addition, the Board had previously determined that Mr. J.W. Marriott, Jr., who served on the Board in 2022, was not considered independent.

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

Current Members:

Isabella D. Goren (Chair), Frederick A. Henderson, Aylwin B. Lewis, and Margaret M. McCarthy.

•

The members of the Audit Committee are not employees of the Company. The Board has determined that the members of the Audit Committee are independent as defined under our Governance Principles, the Nasdaq Listing Standards and applicable SEC rules.

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The Audit Committee met seven times in fiscal year 2022.

•

There is unrestricted access between the Audit Committee and the independent auditor and internal auditors.

•

The Board has determined that all members of the Audit Committee are financially literate, and that Ms. Goren, Mr. Henderson, and Mr. Lewis are audit committee financial experts as defined in SEC rules.

Responsibilities include:

•

Overseeing the accounting, reporting, and financial practices of the Company and its subsidiaries, including the audits of the Company’s financial statements and the integrity of the Company’s financial statements.

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Overseeing the Company’s internal control environment and compliance with legal and regulatory requirements.

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Appointing, retaining, overseeing, and determining the compensation and services of the Company’s independent auditor.

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Pre-approving the terms of all audit services, and any permissible non-audit services, to be provided by the Company’s independent auditor.

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Overseeing the independent auditor’s qualifications and independence, including considering whether any circumstance, including the performance of any permissible non-audit services, would impair the independence of the Company’s independent registered public accounting firm.

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Overseeing the performance of the Company’s internal audit function and internal auditor.

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Reviewing the Company’s conflict of interest and related party transactions policies and procedures and reviewing and considering for approval proposed related party transactions as provided for in those policies.

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Overseeing the Company’s efforts to promote the safety and security of guests and associates.

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Reviewing the Company’s policies governing the use of swaps and other derivative instruments, and reviewing and approving matters related to financial derivatives, as necessary.

Human Resources and Compensation Committee

Current Members:

Aylwin B. Lewis (Chair), Eric Hippeau, Horacio D. Rozanski, and Susan C. Schwab.

•

The members of the Human Resources and Compensation Committee are not employees of the Company. The Board has determined that the members of the Human Resources and Compensation Committee are independent as defined under our Governance Principles and satisfy the standards of independence under the Nasdaq Listing Standards for directors and compensation committee members.

•

The Human Resources and Compensation Committee met four times in fiscal year 2022.

Responsibilities include:

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Overseeing the evaluation of the Company’s senior executives and reviewing and approving, subject to Board approval in some cases, development and compensation programs for the Company’s senior executives.

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Reviewing on a periodic basis the Company’s philosophy for senior executive compensation and assessing the continued appropriateness of the short- and long-term objectives for all components of the Company’s senior executive compensation program, including the plans designed to accomplish these objectives.

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Approving and recommending to the Board:

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Compensation actions for the President and CEO;

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Incentive compensation plans and equity-based plans; and

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Corporate officer elections.

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Annually reviewing the compensation and benefits for non-employee directors and, as appropriate, recommending changes to the Board.

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Overseeing the assessment of the risks relating to the Company’s compensation policies and programs and reviewing the results of the assessment.

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Overseeing other aspects of the Company’s human resources strategies and policies, including with respect to matters such as culture and associate engagement, talent development and retention, organizational effectiveness and efforts to promote the personal health and well-being of associates.

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Reviewing the talent assessments of the Company’s executives.

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Maintaining stock ownership requirements for executives and non-employee directors and reviewing compliance with those requirements.

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Reviewing the Company’s plans for executive succession and making recommendations to the Board regarding succession planning. Based on attributes identified by the Board, establishing the process for development of internal candidates for the CEO and other senior management positions and assessing internal candidates for the position of CEO.

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Overseeing the Company’s engagement efforts with stockholders on the subject of executive compensation.

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Overseeing administration of the Company’s clawback policy.

Nominating and Corporate Governance Committee

Current Members:

Frederick A. Henderson (Chair), Debra L. Lee, and Aylwin B. Lewis.

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The members of the Nominating and Corporate Governance Committee are not employees of the Company. The Board has determined that the members of the Nominating and Corporate Governance Committee are independent as defined under our Governance Principles and the Nasdaq Listing Standards.

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The Nominating and Corporate Governance Committee met four times in fiscal year 2022.

Responsibilities include:

•	Making recommendations to the Board regarding corporate governance matters, including developing and recommending to the Board for its approval the Governance Principles.

•	Reviewing, and recommending to the Board, the skills, experience, characteristics and other criteria for identifying and evaluating directors.
•	Annually evaluating Board composition to assess whether the skills, experience, characteristics and other criteria established by the Board are currently represented on the Board as a whole, and by individual directors, and to assess the criteria that may be needed in the future in light of the Company’s anticipated needs.
•	Identifying and recruiting director candidates and reviewing the qualifications of candidates for Board membership.
•	Evaluating candidates and making recommendations to the Board regarding CEO succession planning.
•	Assessing the qualifications, contributions and independence of incumbent directors and making recommendations to the Board with respect to such assessments.
•	Overseeing the Board orientation and evaluation processes.
•	Advising the Board on a range of matters affecting the Board and its committees, including making recommendations with respect to committee structure, selection of committee chairs, committee assignments, and related matters affecting the functioning of the Board.
•	Reviewing the Company’s policies governing political contributions, lobbying, and personal political activities.

Inclusion and Social Impact Committee

Current Members:

Debra L. Lee (Chair), Anthony G. Capuano, Deborah M. Harrison, David S. Marriott, and George Muñoz. Various Company officers and associates also served on the committee until July 2022.

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The Inclusion and Social Impact Committee consists of two or more members of the Board, at least one of whom must be independent as defined under our Governance Principles and the Nasdaq listing standards.

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In August 2022, the Committee recommended, and the Board approved, amendments to the Committee charter to better reflect its responsibilities in overseeing the Company’s strategy, efforts and commitments related to environmental, social and governance matters, in addition to the Committee’s responsibilities related to the Company’s people-first culture, associate well-being and inclusion. In connection with those amendments, the Committee also determined that it should be composed solely of members of the Board.

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The Committee is currently composed of independent and non-independent Board members. The Board believes that non-independent Board members are uniquely qualified to serve on this Committee and provide important perspectives and contributions in helping the Committee fulfill its responsibilities, including responsibilities related to the Company’s culture and operations.

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The Inclusion and Social Impact Committee met three times in fiscal year 2022.

Responsibilities include overseeing, reviewing, and providing guidance to the Board and management regarding the Company’s strategies and policies related to the following:

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Associate well-being and inclusion, including the advancement of women and people from historically underrepresented groups throughout the world;

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The diversity of the Company’s ownership, customer, and supplier base;

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Corporate social responsibility, including human rights, community support and engagement, inclusive operations, and responsible sourcing; and

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Environmental matters, including sustainability and climate-related issues, impacts, and risks.

Technology and Information Security Oversight Committee

Current Members:

Margaret M. McCarthy (Chair), Eric Hippeau, Horacio D. Rozanski, and Susan C. Schwab.

•	The Technology and Information Security Oversight Committee consists of two or more members of the Board, at least one of whom must be independent as defined under our Governance Principles and the Nasdaq listing standards.

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The members of the Technology and Information Security Oversight Committee are not employees of the Company. The Board has determined that the members of the Technology and Information Security Oversight Committee are independent as defined under our Governance Principles and the Nasdaq Listing Standards.

Responsibilities include:

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The Technology and Information Security Oversight Committee met four times in 2022.

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Assisting the Board to provide oversight of, and counsel on, matters of technology and information security (cybersecurity) and privacy, including reviewing major technology-related projects and technology architecture decisions; assessing whether the Company’s technology programs effectively support the Company’s business objectives and strategies; assisting the Board with oversight of information security, privacy and technology-related risks, and management efforts to monitor and mitigate those risks; and conferring with the Board and the Company’s leaders and senior technology, information security, and privacy teams on such matters.

Executive Committee

Current Members:

David S. Marriott (Chair), Anthony G. Capuano, Frederick A. “Fritz” Henderson, and Debra L. Lee.

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The Executive Committee did not meet in fiscal year 2022.

Responsibilities include:

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Exercising the powers of the Board when the Board is not in session, subject to specific restrictions as to powers retained by the full Board. Powers retained by the full Board include those relating to amendments to the Certificate and Bylaws, mergers, consolidations, sales, or exchanges involving substantially all of the Company’s assets, dissolution and, unless specifically delegated by the Board to the Executive Committee, those powers relating to declarations of dividends and issuances of stock.

Compensation Committee Interlocks and Insider Participation

During fiscal year 2022, 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 2022, the independent directors met four 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 Lead Director and the President and 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 Board and its committees and to assess whether changes to the Board’s practices are appropriate.

The Board also reviews the President and CEO’s performance annually. The 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.

Director Orientation and Continuing Education

All new directors participate in our director orientation program. This orientation program includes a thorough review of background material, meetings with board members and senior management, and Company education sessions. The orientation allows new directors to become familiar with our industry and our business and strategic plans; significant financial matters; core values, including ethics, compliance programs and corporate governance practices; and other key policies and practices. We encourage the participation of all Board members in continuing education programs, at the expense of the Company, that are relevant to the business and affairs of the Company and the fulfillment of the directors’ responsibilities as members of our Board and its committees.

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. Risks are identified and managed in connection with the Company’s robust enterprise risk management process, and in performing its oversight responsibilities the Board reviews with management the most significant enterprise risks that have been identified by both the Board and management, such as strategic, operational, financial, external/regulatory, industry, and reputation risks, as well as management’s process and resources needed for addressing and mitigating the short- and long-term potential effects of such risks. The Board continuously evaluates its approach in addressing top risks as circumstances evolve, and the Company’s risk oversight processes and disclosure controls and procedures are designed to appropriately escalate key risks to the Board as well as to analyze potential risks for disclosure.

Board of Directors

The Board receives regular updates from management with respect to various enterprise risk management issues, including updates on governance processes associated with managing the risks, the status of projects to strengthen the Company’s risk mitigation efforts, and recent incidents impacting the industry and threat landscape. The Board receives updates through presentations, written materials, teleconferences, and other appropriate means of communication, with opportunities for questions, robust discussion and feedback. Throughout the year, a portion of the Board and relevant committee meetings are dedicated to reviewing and discussing specific risk topics in greater detail, which in the past year has included discussions related to information security, geopolitical conditions, industry trends and threats, safety and security, sustainability, and human capital management. In addition, each regular Board meeting includes a report by the President and CEO that includes discussion of the most significant issues affecting the Company, and the Board receives periodic updates from external experts and advisers on certain risks and global trends and conditions that may impact the Company’s strategy and financial performance. The Board has delegated to its committees responsibility for further oversight of specific risks that fall within the committees’ areas of responsibility, as summarized below. The committees regularly report back to the full Board.

Audit		Technology and Information Security Oversight
•     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/or the Chief Audit Executive, including matters related to disaster recovery, business continuity, foreign currency, and risk disclosure. •     Primarily responsible for hiring and evaluating our independent registered public accounting firm, reviewing our internal controls, and overseeing our internal audit function. •     Oversees risks related to certain legal and compliance matters, including fraud and ethics, the Company’s compliance systems, and policies and procedures related to related party transactions and conflicts of interest. •     Oversees the Company’s insurance risks and efforts to promote the safety and security of guests and associates.		•     Oversees the Company’s information security and privacy risks and the steps taken to monitor and mitigate those exposures. Our Chief Information Security Officer and our Privacy Officer regularly report to the committee on topics related to information security and privacy risks and readiness, including with respect to resources deployed to identify, assess and mitigate such risks. •     Information security and privacy risks are also discussed with the full Board, including in annual education sessions, as part of regular legal updates and management presentations, and as part of the Board’s oversight of enterprise risk management. •     Reviews the progress of major technology-related projects and technology architecture decisions (including with respect to scope, budgets and timelines), reviews whether the Company’s technology programs effectively support the Company’s business needs and objectives, and monitors and oversees technology trends and threats.
Human Resources and Compensation	Inclusion and Social Impact		Nominating and Corporate Governance
•     Oversees risks related to the Company’s human resources policies and practices, including executive development and succession management, director and executive compensation and benefits, and other matters pertaining to talent management and organizational effectiveness. •     Oversees the assessment of risks relating to the Company’s compensation policies and programs and reviews and discusses whether the amount and components of compensation for the Company’s associates and the design of compensation programs might create incentives for excessive risk-taking by the Company’s associates.	•     Oversees risks related to the Company’s social and environmental strategies and policies, including strategies and policies related to associate wellbeing and inclusion, the diversity of the Company’s associates and its ownership, customer and supplier base, corporate social responsibility efforts, and sustainability and climate-relates issues, impacts and risks. •     DEI, talent acquisition and retention, and environmental matters, including sustainability and climate-related issues and other environmental, social and governance (ESG) matters are also discussed with the full Board as part of regular updates and management presentations, and as part of the Board’s oversight of enterprise risk management.		•     Monitors the Company’s processes to maintain proper corporate governance standards and oversees risks related to Board leadership and composition. •     Reviews the Company’s policies governing political contributions, lobbying, and personal political activities, including efforts to assess and manage risks relating to political activities and expenditures.

Stockholder Engagement

We value the insights and perspectives of our stockholders and have extensive engagement with the investment community throughout the year, including as follows:

•

From time to time, the Lead Director and certain committee chairs may participate in discussions with stockholders to discuss proxy items or other issues where Board-level involvement is appropriate. In 2022, our Lead Director spoke with various stockholders who have long term, significant investments in the Company to discuss proxy matters and key ESG topics. Feedback from these discussions, proxy season developments, and voting results and trends are shared with the Nominating and Corporate Governance Committee and the full Board, as needed.

•

Our relevant subject matter experts engage with stockholders on a variety of ESG issues that impact our Company, including executive compensation, Board governance and composition, risk oversight, climate and sustainability, and a variety of social issues. These discussions help foster a dialogue around governance practices and additional topics of interest to our investors, and we consider potential changes to governance or compensation practices, public disclosures or other practices in light of investor feedback.

•

Our Investor Relations team regularly meets with existing and prospective investors in individual and group investor meetings, as well as at investor conferences. These meetings can include participation by our President and CEO or our Chief Financial Officer. Discussions cover a wide variety of topics that help augment investors’ understanding of the Company, including an overview of business trends; our corporate strategy, priorities and goals; our financial performance; and our outlook. During these meetings, we also seek investors’ input and feedback so we can remain well informed regarding their perspectives. In total, during fiscal year 2022, we met with investors from more than 225 institutions. These investors represent a majority of our institutional investor base.

•

Our quarterly earnings calls are another key aspect of our investor engagement process. During the calls, our President and CEO and our Chief Financial Officer provide prepared remarks and respond to questions regarding historical results, current business trends and outlook for future periods. We post transcripts from our earnings calls and from public presentations at investor conferences on our Investor Relations website, where stockholders can also find earnings press releases, sustainability reports, stock information, and other financial, operational and governance information.

The feedback received from our stockholder engagement is regularly summarized and shared with our Board to help inform our decision-making, enhance our corporate disclosures, and shape our future practices.

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, 7750 Wisconsin Avenue, Bethesda, Maryland 20814. 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 President and CEO, Chief Financial Officer, and Principal Accounting Officer, and to each member of the Board. The Code of Ethics is encompassed in our Business Conduct Guide, which is available in the Investor Relations section of our website (Marriott.com/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 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

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 control 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 U.S. generally accepted accounting principles and the effectiveness of the Company’s internal control over financial reporting.

In this context, the Audit Committee has reviewed and discussed the audited financial statements together with the results of management’s assessment of internal control 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, 2022, for filing with the SEC.

Members of the Audit Committee:

Isabella D. Goren (Chair)

Frederick A. Henderson

Aylwin B. Lewis

Margaret M. McCarthy

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).

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 2022 and 2021 and fees billed for audit-related services, tax services and all other services rendered by our independent registered public accounting firm for 2022 and 2021. The Audit Committee approved all of the fees presented in the table below.

	Independent Registered Public Accounting Firm Fees Paid Related to 2022 Ernst & Young LLP		Independent Registered Public Accounting Firm Fees Paid Related to 2021 Ernst & Young LLP
Audit Fees:
Consolidated Audit(1)	$ 7,195,000		$  7,194,000
International Statutory Audits(2)	2,544,000		2,333,000
	9,739,000		9,527,000
Audit-Related Fees(3)	824,000		824,000
Tax Fees(4)	498,000		632,000
Total Fees	$ 11,061,000		$ 10,983,000

(1)

Principally fees for the audit of the Company’s annual financial statements, the audit of the effectiveness of the Company’s internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, the auditors’ review of the Company’s quarterly financial statements, and services provided in connection with the Company’s regulatory filings.

(2)

Fees for statutory audits of our international subsidiaries.

(3)

Principally audits as required under our agreements with our hotel owners.

(4)

Principally tax compliance services related to our international entities.

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. 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 2022, 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:

•

There should be a strong correlation between NEO pay and Company performance. Therefore, a substantial portion of NEO pay should be tied to achieving key performance goals.

•

NEOs should be paid in a manner that contributes to long-term stockholder value. Therefore, equity compensation should be the most significant component of each NEO’s total pay opportunity.

•

Compensation should be designed to motivate the NEOs to perform their duties in ways that will help the Company meet its short-term and long-term objectives. Therefore, compensation should consist of an appropriate mix of the following compensation elements: cash and non-cash, annual and multi-year, and performance-based and service-based.

•

The executive compensation program must be competitive so that the Company can attract key talent from within and outside of our industry and retain key talent at costs consistent with market practice. Therefore, compensation should reflect market data, individual performance, and internal pay equity considerations, including consideration of the ratio of the President and CEO’s compensation to the other NEOs’ compensation.

The Human Resources and Compensation Committee (the “Committee”), which is composed solely of independent members of the Board, assists the Board in fulfilling its responsibilities relating to the Company’s compensation and human resources policies and practices, including matters related to executive development, director and executive compensation and benefits, management succession planning, and talent development and retention. As part of its responsibilities, the Committee oversees the Company’s executive compensation programs, which are designed to enable the Company to attract, retain and motivate executives capable of establishing and implementing business plans in the best interests of the stockholders. The Committee, on behalf of and, in certain instances, subject to the approval of the Board, reviews and approves compensation programs for certain senior officers. In this context, the Committee reviewed and discussed with management the Company’s CD&A required by Item 402(b) of SEC Regulation S-K. Following the reviews and discussions referred to above, the Committee recommended to the Board that the CD&A be incorporated by reference in the Company’s Annual Report on Form 10-K and included in this proxy statement.

Members of the Human Resources and Compensation Committee:

Aylwin B. Lewis (Chair)

Eric Hippeau

Horacio D. Rozanski

Susan C. Schwab

Compensation Discussion and Analysis

This section discusses the Company’s executive compensation program for the following NEOs for 2022:

Anthony G. Capuano	President and Chief Executive Officer*
Stephanie C. Linnartz	President until her resignation February 24, 2023
Kathleen K. Oberg	Chief Financial Officer and Executive Vice President, Development*
Craig S. Smith	Group President, International until his retirement February 24, 2023
William P. Brown	Group President, United States and Canada

*

Effective February 24, 2023, Mr. Capuano was elected President of the Company in addition to his role as CEO, and Ms. Oberg, who served as Chief Financial Officer and Executive Vice President, Business Operations in 2022, was appointed Chief Financial Officer and Executive Vice President, Development.

Overview

Compensation for 2022 reflects strong financial and operating performance for the year. Key compensation decisions for 2022 are highlighted below and discussed in more detail in the sections that follow.

•

2022 Base Salary: The Committee did not increase Mr. Capuano’s, Ms. Linnartz’s and Ms. Oberg’s base salaries and increased the base salaries of Mr. Smith and Mr. Brown by 3.3% based on the Committee’s review of external market data, internal equity, tenure and individual performance.

•

2022 Annual Cash Incentive Program: Performance factors included a focus on 2022 Adjusted EBITDA as the most critical financial metric for the Company (weighted 60%) and a unifying component (weighted 40%) aligned with Marriott’s growth priorities across three critical Company stakeholders: Associates, Customers and Owners/Franchisees, to be evaluated on a quantitative and qualitative basis. See “Annual Incentives” for additional details.

•

2022-2024 PSUs: Performance factors focused on 2024 Adjusted EBITDA with a three-year, relative Total Shareholder Return (TSR) modifier of up to +/-20% to further align awards with stockholder value.

•

2022 Target Compensation Opportunity: In keeping with best practice, determinations of 2022 NEO target compensation levels were made at the Committee’s February 2022 meeting based on consideration of external market data, internal equity, tenure and individual performance. Similar to prior years, the external market data analyzed by the Committee for 2022 included several broad, revenue-based surveys as well as a custom survey of comparator group companies specifically selected by the Committee. See “Market Data” for additional details.

2022 Performance Payouts at a Glance

Consistent with historical practice, in early 2023, the Committee determined payouts for incentive programs that ended in 2022. Even though the goals were set in February 2020 prior to an understanding of the impact that the COVID-19 pandemic would have on our business, no adjustments were made to payout calculations for 2020-2022 PSUs. 

•

Annual Incentives: The annual cash incentive program resulted in an overall above target but below maximum payout for each NEO for 2022. Specifically, the Committee noted that the Company achieved Adjusted EBITDA (as defined below and described in Exhibit A) of approximately $3.85 billion, which increased nearly 70% over the prior year and was above the maximum achievement level of $3.15 billion for the Company-wide financial metric established under the annual cash incentive program at the beginning of the year. The Committee also approved payouts of the growth priorities component at 180% of target for each participating NEO based on its assessment of the results of Marriott’s growth initiatives across three critical Company stakeholders: Associates, Customers and Owners/Franchisees. Specifically, the Committee noted Company-wide associate leadership index results exceeded the “Best Employer” benchmark, most customer measures exceeded goals and all owner/franchisee metrics exceeded goals set at the beginning of the year.

•

2020-2022 PSUs: PSUs granted in 2020 were earned at an overall payout of 22% of target based on performance against pre-established, equally weighted goals, consisting of Global Gross Room Openings (65% of target achieved), Adjusted Global Operating Income (0% of target achieved), and Loyalty Active Member Growth (0% of target achieved) all measured over the three-year performance period ending in 2022. Despite the 0% payouts for Adjusted Global Operating Income and Loyalty Active Member Growth, which were driven by the impacts of COVID-19 and largely out of the control of management, the Committee did not make any adjustments to the goals or the performance results.

2022 Compensation in Detail

Base Salary

In February 2022, the Committee was presented with market data on base salary levels at the 50th percentile for each position and
recommended no changes to base salary for Mr. Capuano, Ms. Linnartz and Ms. Oberg and an approximately 3% increase for Mr. Smith and Mr. Brown. The Company’s independent compensation consultant, Pearl Meyer (the “Compensation Consultant”), reviewed and supported the recommendations. After careful discussion and consideration of the external market data, internal pay equity, tenure and individual performance, the recommended salaries for the NEOs were approved by the Committee and, with respect to Mr. Capuano and Ms. Linnartz, by the independent members of the Board.

	2022 Base Salary ($)	2021 Base Salary ($)	2021 to 2022 Increase (%)
Anthony G. Capuano	1,300,000	1,300,000	0
Stephanie C. Linnartz	1,000,000	1,000,000	0
Kathleen K. Oberg	900,000	900,000	0
Craig S. Smith	775,000	750,000	3.3
William P. Brown	775,000	750,000	3.3

Annual Incentives

To promote growth and profitability, the Company’s annual cash incentive program is based on actual performance measured against pre-established financial and business operational targets. The annual cash incentive design rewards executives for achieving annual Company performance objectives that support long-term financial and operational success.

As reflected in the following table, target awards under the annual cash incentive program were 200% of salary for Mr. Capuano, and 100% for each of Ms. Linnartz, Ms. Oberg, Mr. Smith and Mr. Brown. In setting the target awards, the Committee reviewed market data for each position and determined that the incentive amounts payable upon achievement of target performance levels would result in total cash compensation (base salary plus annual incentive) that would be at or near the 50^th percentile of a broad-based and select group of companies described in the discussion of Market Data below.

Name	Target Award as a % of Salary
Anthony G. Capuano	200
Stephanie C. Linnartz	100
Kathleen K. Oberg	100
Craig S. Smith	100
William P. Brown	100

The annual cash incentive program performance factors are intended to establish high standards consistent with the Company’s quality goals, which are designed to be achievable, but not certain to be met. The Company believes that these factors are critical to achieving success within the hospitality and service industry.

Awards under the 2022 Annual Incentive Plan are subject to achieving a threshold Adjusted EBITDA level and no awards are earned unless the Company’s Adjusted EBITDA for the year equals or exceeds $2.3 billion, a threshold that required growth over fiscal year 2021 Adjusted EBITDA levels to earn any payout under the program. Once this threshold is met, each NEO’s award is calculated based on the achievement of Company Adjusted EBITDA (weighted 60%) and both a quantitative and qualitative evaluation of strategic goals aligned with Marriott’s strategic growth priorities across three critical Company stakeholders: Associates, Customers and Owners/Franchisees (weighted 40%). These financial, operational and strategic goals are described more fully below.

Financial Component (60% weighting)
Performance Goal	Performance Target	Payout as a Percent of Target
Company-wide Adjusted EBITDA(1)(2)	Less than $2.5 billion	0%
	At least $2.5 billion	25%
	At least $2.8 billion, but less than $3.05 billion	100%
	$3.15 billion or greater	200%

(1)	If the achievement falls between stated Adjusted EBITDA performance levels either above the upper end of the target range or below the lower end of the target range, the incentive payment is interpolated between the corresponding incentive levels.
(2)	Adjusted EBITDA under the Annual Incentive Plan is calculated as the non-GAAP measure that Marriott reports to investors as Adjusted EBITDA (as described in Exhibit A), subject to certain additional adjustments, if applicable for such year. There were no such adjustments for 2022.

These targets were set at levels that would require year-over-year growth to achieve a target payout for this metric and would require significant effort from each NEO to drive the success of the business.

Marriott’s growth priorities are intended to measure progress against key Company-wide quantitative and qualitative business objectives for all NEOs. All of the goals in this component emphasize near-term and long-term actions critical to our continued success. In aggregate, the Committee determined to weight the growth priorities at 40% of the overall annual incentive plan given that they are critical to the Company’s success.

Growth Priorities Component (40% weighting)
Associate	Customer	Owner/Franchisee
Achieve “Best Employer” leadership index score	Improve guest satisfaction survey results Grow active Marriott Bonvoy members	Achieve room growth targets

In determining the growth priorities component payout level following year-end, the Committee took a holistic view of the Company’s achievement of the business objectives described above, as well as other accomplishments in the key areas as described in the table below, with no specific weightings applied to any objective or accomplishments.

2022 Accomplishments

•	Managed the continuing complexities impacting our hotels, associates and guests due to the return of business demand and the continued evolving and varying impact of the global pandemic
•	Suspended hotel operations in Russia while managing the impact to our associates and customers and provided support to refugees from Ukraine in neighboring countries
•	Company-wide associate leadership index survey results exceeded the “Best Employer” benchmark
•	Made progress toward diversity and inclusion goals
•	Signed approximately 108,000 rooms, almost 50% of which were outside of the U.S. & Canada
•	Announced our planned entry into the affordable midscale segment by signing an agreement to acquire the City Express brand portfolio, comprised of approximately 150 hotels totaling around 17,000 rooms in more than 70 cities in Mexico and three additional countries in Latin America; the transaction is expected to close in the first half of 2023
•	Reduced turnover and hired a record number of associates to address the needs of our business and in response to staffing challenges seen throughout the labor market
•	Exceeded goals for hotel revenue (stayed and paid) and co-branded credit card new accounts and spend
•	Exceeded goals for Marriott Bonvoy loyalty member engagement and enrollments
•	Improved guest satisfaction survey results
•	Achieved certain cyber-security and technology-related goals

2022 Company Rewards and Recognitions

•  Fortune 100 Best Companies to Work For®, Great Place to Work®, Fortune  •  Best Workplaces for Parents™, Great Place to Work®, Fortune  •  Best Workplaces for Women™, Great Place to Work®, Fortune  •  PEOPLE Companies that Care®, Great Place to Work®, PEOPLE  •  DiversityInc Hall of Fame Companies, DiversityInc  •  50 Best Companies for Latinas to Work for in the U.S., LATINA Style  •  100 Best Companies, Seramount  •  Best Companies for Dads, Seramount  •  Top Companies for Executive Women, Seramount  •  Best Places to Work for LGBTQ Equality, Human Rights Campaign Foundation

•  Leading Disability Employer Seal, National Organization on Disability •  Best Places to Work for Disability Inclusion, named by Disability:IN •  America’s Best Employers for Diversity, Forbes •  America’s Best Employers for New Graduates, Forbes •  America’s Best Employers for Veterans, Forbes •  World’s Best Employers, Forbes •  America’s Best Large Employers, Forbes •  World’s Top Female-Friendly Companies, Forbes •  2022 Gender Equality Index, Bloomberg •  Most Responsible Corporate Citizens of 2022, 3BL Media •  100 Best ESG Companies For 2022, Investor’s Business Daily Winner for 2022 Leadership Awards, U.S. Green Business Council

The table below outlines the performance achieved and the aggregate actual payout approved by the Committee as a percentage of target under the 2022 Annual Incentive Plan.

Company-wide Financial Component (60% of total bonus)	Growth Priorities Component (40% of total bonus)		Actual Payout as a Percent of Target
120%	72%		192%

Long-Term Incentive Awards

Annual Stock Awards

The Company annually grants equity compensation awards to the NEOs under its stock plan, which for 2022 was the Marriott International, Inc. Stock and Cash Incentive Plan (the “Stock Plan”). Such awards are designed to link NEO pay to long-term Company performance and to align the interests of NEOs with those of our stockholders. In setting target award values, the Committee considered its review of external market data, individual performance, and internal pay equity considerations for each position, and determined that aggregate target award values for the NEOs as a group would result in total direct compensation (base salary plus target annual incentive plus target equity awards) that would be at or near the 50^th percentile of a broad-based and select group of companies described in the discussion of “Market Data” below, with variation above or below the 50^th percentile by individual to reflect strategic impact, internal pay equity, tenure, and individual performance. The target values of the awards granted to the NEOs listed below are set forth in the following table (amounts shown in the Summary Compensation Table reflect actual grant date fair value as determined in accordance with accounting guidance):

	2022 Target Value of Annual Stock Awards ($)
Anthony G. Capuano	12,500,000
Stephanie C. Linnartz	6,750,000
Kathleen K. Oberg	3,500,000
Craig S. Smith	2,500,000
William P. Brown	2,500,000

Consistent with 2021, the NEOs’ annual stock awards for 2022 were granted in a mix (based on the target values) of 50% PSUs, 25% SARs and 25% RSUs for each of our CEO and our then-President and 40% PSUs, 30% SARs and 30% RSUs for the other NEOs. The Committee determined that the 2022-2024 PSUs will be earned after three years contingent on achievement of 2024 Adjusted EBITDA performance targets to drive growth and Company profitability. Zero PSUs will be earned if 2024 Adjusted EBITDA falls below a specified level, with the potential for target or above target payouts if 2024 Adjusted EBITDA equals or exceeds the target performance level. To ensure that any above target payout is also well-aligned with results for stockholders, the 2022-2024 PSUs are subject to a relative TSR modifier. If 2024 Adjusted EBITDA equals or exceeds the target performance level, then the resulting number of shares ultimately earned will be modified up or down by up to 20% depending on the Company’s relative three-year TSR performance, measured against a performance peer group consisting of companies competing in the travel and hospitality industries. See “Market Data” for additional details about the performance peer group. In continuing to use these two PSU performance measures, the Committee considered alignment with the Company’s business strategy, creation of long-term value for stockholders, and ensuring appropriate balance with 2022 Annual Incentive measures. The Committee considers the 2024 Adjusted EBITDA measure for PSUs to be different from the 2022 Adjusted EBITDA measure used for the Annual Incentive Plan. These measures cover different performance time periods, but they also support distinct strategic objectives. The PSU measure aligns with Marriott’s long-term success as a leader in the hospitality industry, while the Annual Incentive measure focuses on Marriott’s near-term profitability.

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 did not make any supplemental stock awards to any NEO in 2022.

Grant Timing and SAR Exercise Price

The Company typically grants annual stock awards each year on the second trading day following the Company’s annual earnings conference call for the prior fiscal year. This timing is designed to avoid the possibility that the Company could grant stock awards prior to the release of material, non-public information that may result in an increase or decrease in its stock price, even though the dollar value of the equity awards to executives is established in early February. Similarly, supplemental stock awards may be granted throughout the year, but not during Company-imposed trading black-out periods in Company stock.

Executives derive value from their SARs based on the appreciation in the value of the underlying shares of Company stock. For purposes of measuring this appreciation, the Company sets the exercise or base price as the average of the high and low quoted prices of the Company stock on the date the awards are granted. This average price valuation is common practice and offers no inherent pricing advantage to the executive or the Company.

Other Compensation

Perquisites

The Company offers limited perquisites to its NEOs. Consistent with practices within the hospitality industry, the Company provides complimentary rooms, food and beverages at Company-owned, operated, or franchised hotels and the use of hotel-related services such as Marriott-managed golf and spa facilities while on personal travel. The Company offers these benefits to encourage NEOs to visit and personally evaluate our properties. Additionally, an NEO’s spouse or other guests may accompany the NEO on personal or business travel. In addition, in 2022 the Company began requiring the President and CEO to use the Company’s aircraft for all travel, including personal travel, to promote his personal safety, to enhance his efficiency and to maximize the time he can devote to Company business. This requirement is consistent with the recommendation of an independent security study that Marriott obtained in 2022. Beginning in 2022, the Company also offered each of the NEOs the opportunity to obtain an annual comprehensive physical. The value of these benefits is included in the NEOs’ wages for tax purposes to the extent required by law, and the Company does not provide tax gross-ups to the NEOs with respect to these benefits.

Other Benefits

NEOs may participate in the same Company-wide benefit programs offered to all eligible U.S. associates. Some programs are paid for solely by the enrollees (including executives), such as 401(k) plan elective deferrals, vision coverage, long-term and short-term disability, group life and accidental death and dismemberment insurance, and health care and dependent care spending accounts. Other benefit programs are paid for or subsidized by the Company for all enrollees such as the 401(k) plan Company match, group medical and dental coverage, $50,000 Company-paid life insurance, business travel accident insurance and tuition reimbursement.

NEOs are also eligible to participate in the Marriott International, Inc. Employee Stock Purchase Plan, which allows all eligible employees to purchase shares of the Company’s Class A common stock at a discount from the market price.

Nonqualified Deferred Compensation Plan

In addition to a tax-qualified 401(k) plan, the Company offers the NEOs and other senior management the opportunity to supplement their retirement and other tax-deferred savings under the Marriott International, Inc. Executive Deferred Compensation Plan (“EDC”). The Company believes that offering this plan to executives is critical to achieve the objectives of attracting and retaining talent, particularly because the Company does not offer a defined benefit pension plan. The EDC, including each NEO’s benefits under the EDC and the Company’s 2022 contributions to the EDC, is described below in the “Nonqualified Deferred Compensation for Fiscal Year 2022” section.

Change in Control

The Company provides limited, “double trigger” change in control benefits under the Stock Plan and the EDC upon an NEO’s qualifying termination of employment in connection with a change in control of the Company, as described below in the “Potential Payments Upon Termination or Change in Control” section. The Committee believes that, with these carefully structured benefits, the NEOs are better able to perform their duties with respect to any potential proposed corporate transaction without the influence of or distraction by concerns about their employment or financial status. In addition, the Committee believes that stockholder interests are protected and enhanced by providing greater certainty regarding executive pay obligations in the context of planning and negotiating any potential corporate transactions.

The Company does not provide tax gross-ups on these benefits and limits the Stock Plan benefits to avoid adverse tax consequences to the Company. Specifically, the Stock Plan benefits are subject to a cut-back, so that the benefit will not be provided to the extent it would result in the loss of a tax deduction by the Company or imposition of excise taxes under the “golden parachute” excess parachute payment provisions of the Internal Revenue Code. The discussion of Potential Payments Upon Termination or Change in Control below includes a table that reflects the year-end intrinsic value of unvested stock awards and cash incentive payments that each current NEO employed as of year-end would receive if subject to an involuntary termination of employment in connection with a change in control.

Compensation Process and Policies

2022 “Say-on-Pay” Vote and Stockholder Engagement

At the Company’s 2022 annual meeting, stockholders once again expressed substantial support for the compensation of our NEOs with approximately 96% of the votes cast for approval of the “say-on-pay” advisory vote on our 2021 NEO compensation. The Committee also reviewed with its Compensation Consultant the elements and mix of annual and long-term executive officer compensation, the external compensation market data described below, and the long-term effectiveness of the Company’s compensation programs. Based on the foregoing, the Committee determined that the structure and operation of the executive compensation program have been effective in aligning executive compensation with long-term stockholder value, and therefore determined to maintain the basic structure of the program.

As described elsewhere in this proxy statement, the Company values the perspectives of its stockholders and regularly engages with the investment community on a variety of topics including the Company’s business, strategies, financial results and other topics suggested by stockholders. These meetings, which include individual meetings, group meetings and participation at conferences, provide valuable feedback from stockholders on an ongoing basis.

Stock Ownership Policies

The Company reinforces its performance-based and long-term philosophy through its stock ownership policy which requires that, within five years of becoming subject to the policy, each NEO own Company stock with a total value equal to a multiple of three to six times his or her individual salary grade midpoint. Each currently employed NEO has already met this requirement or is on track to meet it within the five-year timeline.

We have adopted a number of related policies that further reflect alignment with long-term stockholder value.

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NEOs and directors are required to retain 50% of the net after-tax shares received under any equity awards until they satisfy the required stock ownership levels.

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The Company prohibits all associates, including the NEOs, and directors from engaging in short sale transactions related to Marriott stock.

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PSUs and RSUs do not provide for accelerated distribution of shares upon retirement to ensure that executives have a continuing stake in the Company’s performance beyond the end of their employment, thereby strengthening their interest in the Company’s long-term success.

Hedging Prohibited

The Company prohibits all associates, including the NEOs, and directors from buying, selling, writing or otherwise entering into any hedging or derivative transaction related to Marriott stock or securities, including options, warrants, puts, calls, and similar rights that have an exercise or conversion privilege that is related to the price of a Marriott security, or similar instruments with a value derived from the value of a Marriott security, except that they may hold SARs or other derivative securities awarded to them as compensation under the Company’s equity compensation plans.

Clawbacks

In addition to the compensation clawback provisions of the Sarbanes-Oxley Act of 2002 that apply to the President and CEO and Chief Financial Officer, the Company maintains a separate clawback provision that applies to all equity awards issued to the NEOs. Under the Stock Plan and the NEOs’ award agreements, the Company has the authority to limit or eliminate the ability of any executive to exercise options and SARs or to receive a distribution of Company stock under PSUs, RSUs or other stock awards if the executive’s employment is terminated for serious misconduct or the executive engages in criminal or tortious conduct or other behavior that is actually or potentially injurious to the Company or competes with the Company.

Under the company’s current clawback policy, the Committee has discretion to require reimbursement of any annual cash incentive payment awarded to an NEO if the amount of such incentive payment is calculated based upon the achievement of certain financial results that are required to be restated, provided that such discretion may only be exercised if the NEO has engaged in intentional misconduct that caused or partially caused the need for the restatement. The amount of the reimbursement would be the difference in the amount determined before and after the restatement. The Company intends to fully comply with the requirements of Dodd-Frank Section 954 once final Nasdaq listing standards implementing this provision become effective.

Independent Compensation Consultant

The Committee selected and retained the Compensation Consultant to assist the Committee in establishing and implementing the Company’s executive and director compensation strategy. The Compensation Consultant reports to and is instructed in its duties by the Committee and carries out its responsibilities in coordination with the Human Resources Department. Other than having provided the Company with executive compensation data from a survey, which the Committee pre-approved, the Compensation Consultant performs no other services for the Company. Based on materials presented by management and the Compensation Consultant and the factors set forth in the SEC’s Exchange Act Rule 10C-1, the Committee determined that the Compensation Consultant is independent and that the Compensation Consultant’s engagement did not raise any conflicts of interest.

The Compensation Determination Process

In designing and determining 2022 NEO pay, the Committee considered recommendations from the Company’s Executive Vice President and Chief Human Resources Officer; from the Company’s former Executive Chairman and Chairman of the Board, J.W. Marriott, Jr., in February of 2022 when setting annual target compensation opportunities; and from the Company’s current Chairman, David S. Marriott, in February 2023 when determining final annual cash incentive program payouts, as well as the advice and recommendations of the Compensation Consultant throughout the compensation setting process. The Committee also obtained input and approval from the full Board, with the independent directors meeting in executive session, regarding the compensation for Mr. Capuano and Ms. Linnartz.

In its determinations, the Committee does not set rigid, categorical guidelines or formulae to determine the levels of compensation for the NEOs. Rather, it relies upon its collective judgment as applied to the challenges confronting the Company as well as subjective factors such as leadership ability, individual performance, retention needs, and future potential as part of the Company’s management development and succession planning process.

The Committee carefully reviews numerous factors when setting NEO total pay opportunity, allocating total pay opportunity among base salary, annual incentives and annual stock awards, and determining final pay outcomes based on performance. The Committee considers our executives’ job responsibilities, tenure and experience, and Company and individual performance against internal targets as well as performance of competitors, competitive recruiting and retention pressures, internal pay equity and succession and development plans.

The Committee also reviews the total pay opportunity for executives at the 50^th percentile of a broad-based and select group of companies described in the discussion of “Market Data” below. This review of total pay opportunity is designed as a market check to align the potential range of total direct compensation outcomes with our long-term performance expectations and actual results. An understanding of external market data helps the Company attract and retain key executive talent without serving as a rigid standard for benchmarking compensation. For example, although performance comparisons are difficult given the differences in size, customer distribution, global geographic exposure and price tier distribution, the Committee considers historical and annual business results relative to other individual lodging companies to provide additional context for evaluating annual compensation actions. The Committee also regularly reviews historical financial, business and total stockholder return results for lodging companies as well as a selected group of comparator companies prior to determining final pay amounts.

Market Data

The external market data utilized by the Company for 2022 includes several broad, revenue-based surveys as well as a custom survey of companies specifically selected by the Committee. The Committee believes, based on the advice of the Compensation Consultant, that the similarly-sized companies participating in the revenue-based surveys and the companies selected for the custom survey represent the broad pool of executive talent both within and outside of the lodging industry for which the Company competes. To avoid over-emphasizing the results of one or more surveys, the Company considers the results of the revenue-based surveys as well as those of the custom survey, in terms of total pay and each component of pay. The Committee also considers compensation practices at select lodging companies. This process for identifying relevant market data is used consistently for all senior executives of the Company, including the NEOs.

Revenue-Based Survey

In general, the revenue-based surveys used as a market reference for NEO pay include companies with annual revenue similar to that of the Company. For 2022, the surveys were the Executive Compensation and Benchmarking Survey (provided by the Compensation Consultant), the Radford Global Database, the WTW CDB Executive Compensation Database, the Equilar Top 25 Survey, and the Fred Cook Survey of Long-Term Incentives. The Committee did not consider the individual companies in the revenue-based surveys when making compensation decisions.

Custom Survey

There are no other U.S. publicly-traded lodging companies similar to our size. Therefore, in consultation with the Compensation Consultant, the Committee selected appropriate comparator group companies from a broad universe of companies that compete with Marriott for executive talent, are of similar size in annual revenue or have a similar focus on marketing, e-commerce, consumers and brand image even if they do not compete directly in the lodging business. The Committee annually reviews the comparator group for potential changes (e.g., due to mergers and acquisition activity or changes in company size and business mix) but does not generally anticipate making significant changes every year, to allow for consistency and comparability of market data from year-to-year. The comparator group companies reviewed for 2022 are shown below along with select financial and non-financial metrics the Committee considered and Marriott’s percentile ranking on each of these metrics. During 2022, the Committee made no changes to the peer group. The financial information reflects fiscal year-end data available as of March 1, 2023.

	2022 Revenues(1)		Market Capitalization(1)		Enterprise Value(1)		Number of Employees
Lodging Companies (stock ticker)
Hilton Worldwide Holdings Inc. (HLT)	$  8,773		$  33,847		$  42,333		159,000
Hyatt Hotels Corporation (H)	5,891		9,624		11,928		50,000
Wyndham Hotels & Resorts, Inc. (WH)	1,498		6,161		8,088		2,500
Other Hotel, Restaurant & Leisure Companies (stock ticker)
Carnival Corporation & plc (CCL)	12,168		12,502		44,354		87,000
Caesars Entertainment Inc. (CZR)	10,821		8,930		20,910		49,000
McDonald’s Corporation (MCD)	23,183		193,016		238,470		200,000
MGM Resorts International (MGM)	13,127		12,711		41,204		45,000
Royal Caribbean Cruises Ltd (RCL)	8,841		12,616		34,675		102,500
Starbucks Corp (SBUX)	32,250		113,931		134,448		402,000
Other Retail & Consumer Branded Companies (stock ticker)
Best Buy Company, Inc. (BBY)	51,761		15,392		18,472		105,000
Nike, Inc. (NKE)	46,710		170,020		171,924		79,100
The TJX Companies, Inc. (TJX)	49,936		94,624		101,891		340,000
The Walt Disney Company (DIS)	82,722		154,733		207,369		220,000
E-Commerce Companies (stock ticker)
eBay Inc. (EBAY)	9,795		22,500		27,300		11,600
Expedia Group, Inc. (EXPE)	11,667		13,427		17,357		16,500
Booking Holdings Inc. (BKNG)	17,090		78,170		78,500		20,700
Marriott International, Inc. (MAR)(2)	20,773		46,245		56,942		377,000
Percentile Rank	64th		61st		62nd		97th

Source: Bloomberg, SEC filings and other public sources.

(1)

Amounts are reported in millions.

(2)

Revenue amount for the Company is shown as reflected in our financial statements. The number of Marriott employees shown includes 140,000 associates employed by Marriott at properties, customer care centers and above-property operations, as well as 237,000 associates who are employed by our property owners but whose employment is managed by Marriott (which is common outside the U.S.); it does not include hotel personnel employed by our franchisees or management companies hired by our franchisees.

Relative TSR Performance Peer Group

As discussed above, the Committee believes that it is appropriate to focus on companies that are generally similar in size to our Company, but including a broader group of industries, when comparing compensation with market data. For total shareholder return performance comparisons, however, the Committee believes that company size is less relevant than business focus within the lodging and hospitality industry. The performance peer group should effectively measure the Company’s performance relative to other companies whose businesses are similar and are subject to similar business cycles. The performance peer group of 19 companies for 2022 PSU grants was selected in February 2022 based on a review of the constituents of established industry indices: S&P 500 Hotels, Resorts, & Cruise Lines Index and the Bloomberg World Lodging Index, and a review of other public companies within the same industry classifications. Although this TSR performance peer group differs from the compensation peer group, there is an overlap of nine companies between the two groups, as indicated in the table below.

	FYE 2020 Revenues ($m)(1)	Market Capitalization ($m) as of 12/31/2021(1)
Hotels, Resorts & Cruise Lines (stock ticker)
Accor SA	1,827(2)	9,663(2)
Carnival Corporation & plc (CCL)*	5,595	21,353
Choice Hotels International, Inc. (CHH)	774	5,886
Hilton Worldwide Holdings Inc. (HLT)*	4,307	30,869
Hyatt Hotels Corporation (H)*	2,066	7,512
InterContinental Hotels Group PLC (IHG)	2,394	12,533
Norwegian Cruise Line Holdings Ltd. (NCLH)	1,280	8,027
Royal Caribbean Cruises Ltd (RCL)*	2,209	17,730
Wyndham Hotels & Resorts, Inc. (WH)*	1,300	5,538
Hotel & Resort REITs (stock ticker)
Apple Hospitality REIT, Inc. (APLE)	602	2,882
Host Hotels & Resorts, Inc. (HST)	1,620	10,319
Park Hotels & Resorts Inc. (PK)	852	4,041
Pebblebrook Hotel Trust (PEB)	443	2,457
RLJ Lodging Trust (RLJ)	473	2,316
Casinos & Gaming (stock ticker)
Caesars Entertainment, Inc. (CZR)*	3,474	17,273
MGM Resorts International (MGM)*	5,162	15,564
Wynn Resorts, Limited (WYNN)	2,096	12,087
Internet & Direct Marketing Retail (OTAs) (stock ticker)
Booking Holdings Inc. (BKNG)*	6,796	91,218
Expedia Group, Inc. (EXPE)*	5,199	18,729

*	Also a compensation peer group company

(1)	Reflects values reviewed by the Committee when approving the peer group in February 2022.
(2)	Amounts shown for Accor SA are converted from Euros using a February 2022 F/X rate of .88747.

Risk Considerations

The Committee considered risk in determining 2022 NEO compensation and believes that the following aspects of NEO pay discourage unreasonable or excessive risk-taking by executives:

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Base salary levels are commensurate with the executives’ responsibilities (and the external market) so that the executives are not motivated to take excessive risks to achieve an appropriate level of personal financial security.

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Annual cash incentive program includes a diverse mix of Company performance metrics, including metrics based on diversity, inclusion and other social initiatives.

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Annual cash incentive opportunities are capped so that no payout exceeds a specified percentage of salary, thereby moderating the impact of short-term incentives.

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The Committee and the Board have discretion to decrease annual cash incentive payouts, for example, if they believe the operational or financial results giving rise to those payouts are unsustainable or if they believe the payout would unfairly reward the NEOs for events that are unrelated to their performance.

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The mix of short-term and long-term incentives is balanced so that at least 50% of total pay opportunity is in the form of long-term equity awards.

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PSUs are subject to performance measures that reflect the strength of our brands and drive long-term financial and stock performance.

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Annual stock awards are generally granted as a mix of PSUs, RSUs, and SARs that generally vest over or after at least three years, which together encourage the NEOs to focus on sustained stock price performance.

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The Committee reviews and compares total compensation and each element of compensation to external market data to confirm that compensation is within an acceptable range relative to the external market, while also taking into consideration the Company’s relative performance.

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The NEOs are subject to compensation clawback provisions.

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Stock ownership and retention requirements align the long-term interests of NEOs with the interests of stockholders.

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All associates, including the NEOs, and directors are prohibited from engaging in hedging or derivative transactions related to Marriott stock or securities.

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The NEOs (and all executive officers) are prohibited from holding Company stock in margin accounts and from pledging such stock as collateral for loans without the prior approval of the Lead Director.

Executive Compensation Tables and Discussion

Summary Compensation Table

The following Summary Compensation Table presents the compensation we paid in fiscal years 2020, 2021 and 2022 to our President and CEO, our Chief Financial Officer, and our other three most highly compensated executive officers in 2022.

	Name and Principal Position		Fiscal Year		Salary ($)(1)		Bonus ($)		Stock Awards ($)(2)(3)		SAR Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)(4)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5)		All Other Compensation ($)(6)		Total ($)
	Anthony G. Capuano President and Chief Executive Officer		2022		1,300,000		0		9,193,155		3,125,029		4,992,000		4,340		71,747		18,686,271
			2021		1,234,615		0		10,171,778		2,250,072		4,691,538		13,556		30,323		18,391,882
			2020		597,356		0		2,840,318		810,053		0		19,585		9,150		4,276,462
	Stephanie C. Linnartz Former President		2022		1,000,000		0		5,099,155		1,687,621		1,920,000		2,206		45,933		9,754,915
			2021		980,768		0		6,883,653		1,514,605		1,863,460		7,043		43,516		11,293,045
			2020		592,308		0		2,127,478		960,007		0		9,505		9,263		3,698,561
	Kathleen K. Oberg Chief Financial Officer and Executive Vice President, Development		2022		900,000		0		2,369,733		1,050,135		1,728,000		8,039		33,490		6,089,397
			2021		888,462		0		9,309,699		1,050,068		1,688,077		25,667		17,659		12,979,631
			2020		558,461		0		1,966,863		930,048		0		37,121		24,155		3,516,648
	Craig S. Smith Former Group President, International		2022		775,000		0		1,692,541		750,097		1,488,000		9,123		74,358		4,789,119
			2021		747,732		0		3,057,817		675,022		943,544		25,959		9,425		5,459,499
	William P. Brown Group President, United States and Canada		2022		775,000		0		1,692,541		750,097		1,488,000		7,859		44,787		4,758,284
			2021		748,826		0		3,057,817		675,022		1,067,078		24,996		9,425		5,583,164

(1)	This column reports all amounts earned as salary during the fiscal year, whether paid or deferred under the Company’s qualified 401(k) plan and the EDC.
(2)	The value reported for Stock Awards and SAR Awards is the aggregate grant date fair value of the awards granted in the fiscal year as determined in accordance with accounting guidance for share-based payments, and therefore differs from the target award values approved by the Committee. The assumptions for making the valuation determinations for SAR Awards are set forth in the footnotes to the Grants of Plan-Based Awards for Fiscal Year 2022 table, below.
(3)	Approximately 70% of the 2022 value reported in this column for Mr. Capuano, 68% for Ms. Linnartz, and 61% for Ms. Oberg, Mr. Smith and Mr. Brown represent the value of PSUs at the grant date based upon target performance which is the most probable outcome as of the grant date with respect to performance. Assuming that the highest level of performance conditions is achieved for all PSUs, the grant date fair values of the PSUs included in the 2022 value for Mr. Capuano, Ms. Linnartz, Ms. Oberg, Mr. Smith and Mr. Brown would be $11,563,096, $6,244,291, $2,590,232, $1,850,308 and $1,850,308, respectively.
(4)	This column reports all amounts earned under the Company’s annual cash incentive program during the fiscal year, which were paid in March of the following fiscal year (except for fiscal year 2020 where there was no annual cash incentive paid) unless deferred under the EDC.
(5)	The values reported equal the earnings credited to accounts in the EDC to the extent they were credited at a rate of interest exceeding 120% of the applicable federal long-term rate, as discussed below under “Nonqualified Deferred Compensation for Fiscal Year 2022.”
(6)	All Other Compensation for fiscal year 2022 consists of Company contributions to the Company’s qualified 401(k) plan of $9,913 for each NEO other than Mr. Capuano and Ms. Oberg, $9,700 for Mr. Capuano and $0 for Ms. Oberg; and perquisites and personal benefits, including complimentary rooms, food and beverages at Company-owned, operated or franchised hotels and the use of other hotel-related services such as golf and spa facilities while on personal travel, and, for Mr. Capuano, personal use of the Company’s aircraft. In addition, executives are occasionally accompanied by a spouse or invited guest while on travel, which typically results in no incremental cost to the Company. The values in this column do not include perquisites and personal benefits that were less than $10,000 in aggregate for any NEO for the fiscal year. All Other Compensation for fiscal year 2021 has been adjusted to reflect an additional $341 and $17,659 in perquisites and personal benefits related to complimentary rooms, food and beverages provided to Ms. Linnartz and Ms. Oberg in late 2021.

Grants of Plan-Based Awards for Fiscal Year 2022

The following table presents the plan-based awards granted to the NEOs in 2022.

	Name		Grant Date		Approval Date		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Possible Payouts Under Equity Incentive Plan Awards(2)						All Other Stock Awards (Number of Shares of Stock or Units) (#)		All Other SAR Awards (Number of Securities Underlying SARs) (#)		Exercise or Base Price of SARs ($/sh)		Grant Date Fair Value of Stock/ SAR Awards ($)(3)
							Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)
	Mr. Capuano
	Cash Incentive						390,000		2,600,000		5,200,000		—		—		—		—		—		—		—
	PSU		2/17/22		2/11/22		—		—		—		8,693		34,771		62,588		—		—		—		6,423,942
	RSU		2/17/22		2/11/22		—		—		—		—		—		—		17,388		—		—		2,769,213
	SAR		2/17/22		2/11/22		—		—		—		—		—		—		—		66,867		179.75		3,125,029
	Ms. Linnartz
	Cash Incentive						150,000		1,000,000		2,000,000		—		—		—		—		—		—		—
	PSU		2/17/22		2/9/22		—		—		—		4,694		18,777		33,799		—		—		—		3,469,051
	RSU		2/17/22		2/9/22		—		—		—		—		—		—		9.390		—		—		1,630,104
	SAR		2/17/22		2/9/22		—		—		—		—		—		—		—		30.945		179.75		1,687,621
	Ms. Oberg
	Cash Incentive						135,000		900,000		1,800,000		—		—		—		—		—		—		—
	PSU		2/17/22		2/9/22		—		—		—		1,947		7,789		14,020		—		—		—		1,439,018
	RSU		2/17/22		2/9/22		—		—		—		—		—		—		5,844		—		—		930,715
	SAR		2/17/22		2/9/22		—		—		—		—		—		—		—		22,470		179.75		1,050,135
	Mr. Smith
	Cash Incentive						116,250		775,000		1,550,000		—		—		—		—		—		—		—
	PSU		2/17/22		2/9/22		—		—		—		1,391		5,564		10,015		—		—		—		1,027,949
	RSU		2/17/22		2/9/22		—		—		—		—		—		—		4,173		—		—		664,592
	SAR		2/17/22		2/9/22		—		—		—		—		—		—		—		16,050		179.75		750,097
	Mr. Brown
	Cash Incentive						116,250		775,000		1,550,000		—		—		—		—		—		—		—
	PSU		2/17/22		2/9/22		—		—		—		1,391		5,564		10,015		—		—		—		1,027,949
	RSU		2/17/22		2/9/22		—		—		—		—		—		—		4,173		—		—		664,592
	SAR		2/17/22		2/9/22		—		—		—		—		—		—		—		16,050		179.75		750,097

(1)	The amounts reported in these columns include potential payouts corresponding to achievement of the threshold, target, and maximum performance objectives under the Company’s annual cash incentive program.
(2)	These columns report the number of shares issuable under PSUs granted to the NEOs for the 2022-2024 performance period. Annual PSUs reported in these columns are conditioned on the achievement of 2024 Adjusted EBITDA, with a potential modification of -20% to +20% based on Relative TSR Performance over a three-year performance period from 2022-2024, with threshold representing 25% of the target number of shares and maximum representing 180% of target.
(3)	The value reported for Stock Awards and SAR Awards is the aggregate grant date fair value of the awards granted in 2022 as determined in accordance with accounting standards for share-based payments, although the Company recognizes the value of the awards for financial reporting purposes over the service period of the awards. We used the following assumptions to determine the fair value of the SAR Awards granted in 2022: expected volatility =26.68%; dividend yield = 1.03%; risk-free rate = 1.90–1.97%; and expected term = 6–10 years. In making these assumptions, we base expected volatility on the historical movement of the Company’s stock price. We base risk-free rates on the corresponding U.S. Treasury spot rates for the expected duration at the date of grant, which we convert to a continuously compounded rate. The dividend yield assumption takes into consideration both historical levels and expectations of future dividend payout. The weighted average expected terms for SAR Awards are an output of our valuation model which utilizes historical data in estimating the time period that the SARs are expected to remain unexercised. We calculate the expected terms for SARs for separate groups of retirement eligible and non-retirement eligible employees. Our valuation model also uses historical data to estimate exercise behaviors, which include determining the likelihood that employees will exercise their SARs before expiration at a certain multiple of stock price to exercise price. For PSUs, the value reported is based on the grant date stock price of the target number of shares subject to the award.

The Grants of Plan-Based Awards table reports the dollar value of cash-based annual incentive program awards (at their threshold, target and maximum achievement levels) and the number and grant date fair value of PSUs, RSUs and SARs granted under the Stock Plan to each NEO during the 2022 fiscal year. With regard to cash incentives, this table reports the range of potential amounts that could have been earned by the executive under the annual cash incentive program for 2022, whereas the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table reports the actual value approved by the Human Resources and Compensation Committee for 2022. With regard to equity grants, the value received by executives upon the vesting of PSUs and RSUs and upon the exercise of SARs may differ from the reported grant date values, including the potential for zero value for PSUs and SARs, depending on the degree to which pre-established performance goals are met and on the Company’s future stock performance.

Outstanding Equity Awards at 2022 Fiscal Year-End

The following table shows information about outstanding Company SARs, RSUs and PSUs at December 31, 2022, our fiscal year-end. The Intrinsic Value and Market Value figures for the Company stock awards are based on the closing price as of December 30, 2022 of the Company’s Class A common stock, which was $148.89.

			SAR Awards							Stock Awards
Name	Grant Date	Award Type	Number of Securities Underlying Unexercised SARs: Exercisable/ Unexercisable (#)		SAR Exercise Price (#)	SAR Expiration Date	SAR Intrinsic Value: Exercisable/ Unexercisable ($)			Number  of Shares or Units of Stock That Have not Vested (#)	Market Value of Shares or Units of Stock That Have not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)
Mr. Capuano	2/23/2015	SARs	23,115	—	82.67	2/23/2025	1,530,675	—	—		—	—	—
	2/22/2016	SARs	30,513	—	66.86	2/22/2026	2,502,981	—	—		—	—	—
	2/21/2017	SARs	23,370	—	88.31	2/21/2027	1,415,755	—	—		—	—	—
	2/20/2018	SARs	16,428	—	139.54	2/20/2028	153,602	—	—		—	—	—
	3/5/2019	SARs	22,359	9,685(1)	124.79	3/5/2029	538,852	—	—		—	—	—
	3/2/2020	SARs	19,370	44,000(1)	120.16	3/2/2030	556,500	278,250	—		—	—	—
	2/22/2021	SARs	22,000	66,867(1)	142.05	2/22/2031	150,480	300,960	—		—	—	—
	2/17/2022	SARs	—	—	179.75	2/17/2032	—	—	—		—	—	—
		RSUs	—	—	—	—	—	—	40,170(2)		5,980,911	—	—
		PSUs	—	—	—	—	—	—	1,948(3)		290,038	—	—
		PSUs	—	—	—	—	—	—	—		—	93,982(4)	13,993,010
		PSUs	—	—	—	—	—	—	—		—	34,771(5)	5,177,054
Ms. Linnartz	3/5/2019	SARs	17,666	—	124.79	3/5/2029	425,751	—	—		—	—	—
	3/2/2020	SARs	10,760	10,760(1)	120.16	3/2/2030	309,135	309,135	—		—	—	—
	2/22/2021	SARs	14,809	29,618(1)	142.05	2/22/2031	101,294	202,587	—		—	—	—
	2/17/2022	SARs	—	30,945(1)	179.75	2/17/2032	—	—	—		—	—	—
		RSUs	—	—	—	—	—	—	19,682(6)		2,930,453	—	—
		PSUs	—	—	—	—	—	—	2,308(3)		343,638	—	—
		PSUs	—	—	—	—	—	—	—		—	62,304(4)	9,276,443
		PSUs	—	—	—	—	—	—	—		—	18,777(5)	2,795,708
Ms. Oberg	2/20/2018	SARs	18,957	—	139.54	2/20/2028	177,248	—	—		—	—	—
	3/5/2019	SARs	25,671	—	124.79	3/5/2029	618,671	—	—		—	—	—
	3/2/2020	SARs	22,662	11,331(1)	120.16	3/2/2030	651,079	325,540	—		—	—	—
	2/22/2021	SARs	10,267	20,534(1)	142.05	2/22/2031	70,226	140,453	—		—	—	—
	2/17/2022	SARs	—	22,470(1)	179.75	2/17/2032	—	—	—		—	—	—
		RSUs	—	—	—	—	—	—	50,472(7)		7,514,776	—	—
		PSUs	—	—	—	—	—	—	2,236(3)		332,918	—	—
		PSUs	—	—	—	—	—	—	—		—	38,861(4)	5,785,985
		PSUs	—	—	—	—	—	—	—		—	7,789(5)	1,159,704
Mr. Smith	2/22/2016	SARs	16,782	—	66.86	2/22/2026	1,376,627	—	—		—	—	—
	2/21/2017	SARs	15,912	—	88.31	2/21/2027	963,949	—	—		—	—	—
	2/20/2018	SARs	11,691	—	139.54	2/20/2028	109,311	—	—		—	—	—
	3/5/2019	SARs	15,735	—	124.79	3/5/2029	379,214	—	—		—	—	—
	3/2/2020	SARs	13,890	6,945(1)	120.16	3/2/2030	399,060	199,530	—		—	—	—
	2/22/2021	SARs	6,600	13,200(1)	142.05	2/22/2031	45,144	90,288	—		—	—	—

 

			SAR Awards							Stock Awards
Name	Grant Date	Award Type	Number of Securities Underlying Unexercised SARs: Exercisable/ Unexercisable (#)		SAR Exercise Price (#)	SAR Expiration Date	SAR Intrinsic Value: Exercisable/ Unexercisable ($)			Number  of Shares or Units of Stock That Have not Vested (#)	Market Value of Shares or Units of Stock That Have not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)
	2/17/2022	SARs	—	16,050(1)	179.75	2/17/2032	—	—		—	—	—	—
		RSUs	—	—	—	—	—	—		8,923(8)	1,328,545	—	—
		PSUs	—	—	—	—	—	—		1,371(3)	204,128	—	—
		PSUs	—	—	—	—	—	—		—	—	27,245(4)	4,056,478
		PSUs	—	—	—	—	—	—		—	—	5,564(5)	828,424
Mr. Brown	3/2/2020	SARs	13,890	6,945(1)	120.16	3/2/2030	—	199,530		—	—	—	—
	2/22/2021	SARs	6,600	13,200(1)	142.05	2/22/2031	—	90,288		—	—	—	—
	2/17/2022	SARs	—	16,050(1)	179.75	2/17/2032	—	—		—	—	—	—
		RSUs	—	—	—	—	—	—		8,923(8)	1,328,545	—	—
		PSUs	—	—	—	—	—	—		1,371(3)	204,128	—	—
		PSUs	—	—	—	—	—	—		—	—	27,245(4)	4,056,478
		PSUs	—	—	—	—	—	—		—	—	5,564(5)	828,424

(1)	SARs are exercisable in 33% increments on each of the first, second, and third anniversary of the grant date.
(2)	These RSUs vested or are scheduled to vest as follows: 23,298 on February 15, 2023; 11,076 on February 15, 2024; 5,796 on February 15, 2025.
(3)	Represents shares earned under PSUs granted in 2020 based on performance through the end of the three-year performance period covering 2020, 2021, and 2022.
(4)	Based on performance as of the end of the first two years of the three-year performance period, these PSUs, granted in 2021, are shown at maximum level and will vest on February 15, 2024, pending performance results and continued service.
(5)	Based on performance as of the end of the first year of the three-year performance period, these PSUs, granted in 2022, are shown at target level and will vest on February 15, 2025, pending performance results and continued service.
(6)	These RSUs vested or are scheduled to vest as follows: 9,608 on February 15, 2023; 6,944 on February 15, 2024; 3,130 on February 15, 2025.
(7)	These RSUs vested or are scheduled to vest as follows: 6,992 on February 15, 2023; 18,560 on August 15, 2023; 4,412 on February 15, 2024; 1,948 on February 15, 2025; 18,560 on August 15, 2025.
(8)	These RSUs vested or are scheduled to vest as follows: 4,557 on February 15, 2023; 2,975 on February 15, 2024; 1,391 on February 15, 2025.

 

SAR Exercises and Stock Vested During Fiscal Year 2022

The following table shows information about SAR exercises and vesting of RSU and PSU awards during fiscal year 2022.

Name

SAR Awards

Stock Awards

Award Type

Exercise Date

Number of Shares Acquired on Exercise (#)(1)

Value Realized on Exercise ($)(2)

Award Type

Vesting Date

Number of Shares Acquired on Vesting (#)

Value Realized on Vesting ($)(3)

Mr. Capuano

RSU/PSU

2/15/22

21,632

3,849,198

Ms. Linnartz

RSU/PSU

2/15/22

11,916

2,120,333

Ms. Oberg

SAR

2/17/22

21,316

1,990,275

RSU/PSU

2/15/22

10,312

1,834,917

Mr. Smith

RSU/PSU

2/15/22

6,395

1,137,926

Mr. Brown

SAR

2/17/22

19,148

985,427

RSU/PSU

2/15/22

5,716

1,017,105

SAR

3/25/22

4,141

192,805

(1)	For SARs that were exercised, the number of shares in this column reflects the nominal number of shares that were subject to SARs. The number of shares actually delivered under the SARs was lower and represented the value realized on exercise divided by the market price at the time of exercise.
(2)	The value realized upon exercise is based on the spread between the market price of the Company’s Class A common stock at the time of exercise and the exercise price.
(3)	The value realized upon vesting is based on the average of the high and low stock price on the vesting date.

The following tables include additional information regarding the value realized by the NEOs in 2022 on the exercise or vesting of Marriott stock awards reported in the table above.

	Name	2022 SAR Exercises
		Grant Date		Grant Term		Exercise Date		Number of Shares Exercised		Exercise Price ($)		Average Market Value at Exercise ($)		Stock Price Increase from Grant to Exercise Date (%)		Value Realized Upon Exercise ($)
	Ms. Oberg	2/21/17		10 years		2/17/22		21,316		88.31		181.68		106		1,990,275
	Mr. Brown	3/5/19		10 years		2/17/22		4,141		124.79		180.17		44		229,329
		3/2/20		10 years		2/17/22		8,407		120.16		180.17		50		504,505
		2/22/21		10 years		2/17/22		6,600		142.05		180.17		27		251,593
		3/5/19		10 years		3/25/22		4,141		124.79		171.35		37		192,805

	Name	2022 Restricted/Performance Stock Unit Award Vesting
		Grant Date		Vesting Date		Number of Shares Vested		Average Market Value at Grant ($)		Average Market Value at Vesting ($)		Stock Price Increase/ Decrease from Grant to Vesting Date (%)		Value Realized Upon Vesting ($)
	Mr. Capuano	3/5/19		2/15/22		14,104		124.79		177.94		43		2,509,666
		3/2/20		2/15/22		2,248		120.16		177.94		48		400,009
		2/22/21		2/15/22		5,280		142.05		177.94		25		939,523
	Ms. Linnartz	3/5/19		2/15/22		5,438		124.79		177.94		43		967,638
		3/2/20		2/15/22		2,664		120.16		177.94		48		474,032
		2/22/21		2/15/22		3,814		142.05		177.94		25		678,663
	Ms. Oberg	3/5/19		2/15/22		5,268		124.79		177.94		43		937,388
		3/2/20		2/15/22		2,580		120.16		177.94		48		459,085
		2/22/21		2/15/22		2,464		142.05		177.94		25		438,444
	Mr. Smith	3/5/19		2/15/22		3,229		124.79		177.94		43		574,568
		3/2/20		2/15/22		1,582		120.16		177.94		48		281,501
		2/22/21		2/15/22		1,584		142.05		177.94		25		281,857
	Mr. Brown	3/5/19		2/15/22		2,550		124.79		177.94		43		453,747
		3/2/20		2/15/22		1,582		120.16		177.94		48		281,501
		2/22/21		2/15/22		1,584		142.05		177.94		25		281,857

Nonqualified Deferred Compensation for Fiscal Year 2022

The following table presents contributions, earnings, distributions, and balances under the EDC for the 2022 fiscal year.

	Name	Executive Contributions in Last FY ($)(1)		Company Contributions in Last FY ($)		Aggregate Earnings in Last FY ($)(2)		Aggregate Withdrawals / Distributions ($)		Aggregate Balance at Last FYE ($)(3)
	Mr. Capuano	39,000		29,250		42,467		—		1,311,729
	Ms. Linnartz	0		0		21,382		—		650,194
	Ms. Oberg	0		0		77,937		—		2,370,121
	Mr. Smith	588,022		64,445		95,530		—		3,058,693
	Mr. Brown	46,500		34,875		76,656		—		2,355,393

(1)

The amounts in this column consist of elective deferrals by the NEOs of salary for the 2022 fiscal year and non-equity incentive plan compensation for 2021 (otherwise payable in 2022) under the EDC. The following table indicates the portion of each executive’s elective contributions that was attributable to 2022 salary that is reported in the Summary Compensation Table.

 

	Name		Amounts that Relate to the Contribution of Salary ($)
	Mr. Capuano		39,000
	Ms. Linnartz		0
	Ms. Oberg		0
	Mr. Smith		116,250
	Mr. Brown		46,500

(2)

The amounts in this column reflect aggregate notional earnings during 2022 of each NEO’s account in the EDC. Such earnings are reported in the Summary Compensation Table only to the extent that they were credited at a rate of interest in excess of 120% of the applicable federal long-term rate. The following table indicates the portion of each executive’s aggregate earnings during 2022 that is reported in the Summary Compensation Table.

	Name		Amounts Included in the Summary Compensation Table for 2022 ($)
	Mr. Capuano		4,340
	Ms. Linnartz		2,206
	Ms. Oberg		8,039
	Mr. Smith		9,123
	Mr. Brown		7,859

 

(3)	This column includes amounts in each NEO’s total EDC account balance as of the last day of the 2022 fiscal year. The following table presents the portion of the Aggregate Balance that was reported as compensation in the Summary Compensation Table in the Company’s prior-year proxy statements.

 

	Name		Amounts that were Reported as Compensation in Prior Year Proxy Statements ($)
	Mr. Capuano		381,386
	Ms. Linnartz		571,153
	Ms. Oberg		1,368,762
	Mr. Smith		578,057
	Mr. Brown		—

Under the EDC, the NEOs and other participants are eligible to defer the receipt of up to 80% of their salary, bonus, and/or non-equity incentive plan compensation. Such amounts are fully vested. In addition, the Company may make a discretionary matching contribution to participants’ (including the NEOs’) EDC accounts, which is vested when made. The match is intended to provide the NEOs (and other highly-paid associates) with matching contributions that are similar to matching contributions that would have been made under the Company’s tax-qualified 401(k) plan but for the application of certain nondiscrimination testing and annual compensation limitations under the Internal Revenue Code.

The Company also may make an additional discretionary contribution to participants’ (including the NEOs’) EDC accounts based on subjective factors such as individual performance, key contributions and retention needs.

The EDC also provides participants the opportunity for long-term capital appreciation by crediting participant accounts with a rate of return determined by the Company. The rate of return was determined largely by reference to the Company’s estimated long-term cost of borrowing and was set at 3.4% for 2022. To the extent that this rate exceeds 120% of the applicable federal long-term rate, the excess is reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column of the Summary Compensation Table.

Participants may elect to receive a distribution of their EDC accounts upon separation from service or upon a specified future date while still employed (an “in-service distribution”). Each year’s deferrals and Company match may have a separate distribution election. Distributions payable upon separation from service may be elected as (i) a lump sum cash payment; (ii) a series of annual cash installments payable over a designated term not to exceed 20 years; or (iii) five annual cash payments beginning on the sixth January following termination of employment. In-service distributions may be elected by the participant as a single lump sum cash payment or annual cash payments over a term of two to five years, in either case beginning not earlier than the third calendar year following the calendar year of the deferral. However, in the case of amounts of $10,000 or less, or when no election regarding the form of distribution is made, the distribution will be made in a lump sum. When the participant is a “specified employee” for purposes of Section 409A of the Internal Revenue Code, any distribution payable on account of separation from service will not occur until after six months following separation from service. Typically, the NEOs are specified employees.

Potential Payments Upon Termination or Change in Control

This section describes potential payments to each of our NEOs other than Ms. Linnartz and Mr. Smith, whose payments and benefits in connection with their separations are described in the “Resignation of Stephanie Linnartz and Retirement of Craig Smith” section of this proxy statement. References to our NEOs in this section do not include Ms. Linnartz or Mr. Smith.

The Company does not have employment agreements or severance agreements with any of the NEOs.

Under the Stock Plan and the relevant award agreements, upon retirement, an NEO may continue to vest in and receive distributions under most outstanding RSUs and PSUs for the remainder of their vesting period and may exercise SARs for up to five years subject to the awards’ original terms. However, most stock award agreements provide that if the executive retires within one year after the grant date, the executive forfeits a portion of the stock award proportional to the number of days remaining to the first vesting date. Stock awards will vest in full upon permanent disability (as defined in the Stock Plan), including at target performance level for PSUs.

Any cash incentive payments under the annual cash incentive program will be forfeited if an executive is not employed on the last day of the year, except that the annual cash incentive will be paid based on the target performance level, pro-rated based on the days worked during the year, upon death or disability, in addition to payment upon an NEO’s termination of employment in connection with or following a change in control as discussed below.

For purposes of Stock Plan awards, retirement means a termination of employment by an executive who has attained age 55 with 10 years of service with the Company. However, for Stock Plan awards, retiree status is subject to the Committee’s (or its designee’s) prior approval, and the Committee (or its designee) has the authority to revoke approved retiree status if an executive’s employment is subsequently found to have been terminated because of the executive’s serious misconduct, or if the executive has engaged in competition with the Company or criminal conduct or other behavior that is actually or potentially harmful to the Company. An NEO who dies as an employee or while an approved retiree immediately vests in his or her unvested stock awards. These provisions were developed based on an analysis of external market data. As of December 31, 2022, each of the NEOs met the age and service conditions for retirement eligibility.

Under the Stock Plan, in the event of certain transactions involving a capital restructuring, reorganization or liquidation of the Company or similar event as defined in the Stock Plan, the Company or its successor may in its discretion provide substitute equity awards under the Stock Plan or, if no similar equity awards are available, an equivalent value as determined at that time will be credited to each NEO’s account in the EDC, provided that such action does not enlarge or diminish the value and rights under the awards. If the Company or its successor does not substitute equity awards or credit the EDC accounts, the Company or its successor will provide for the awards to be exercised, distributed, canceled, or exchanged for value. The intrinsic values of the vested and unvested SARs and unvested stock awards as of the last day of the fiscal year are indicated for each NEO in the Outstanding Equity Awards at 2022 Fiscal Year-End table.

In addition, if any NEO’s employment is terminated by the Company other than for the executive’s misconduct or the executive resigns for good reason (as defined under the Stock Plan) beginning three months before and ending 12 months following a change in control (as defined under the Stock Plan) of the Company, the NEO will become fully vested in all unvested equity awards under the Stock Plan (including at the target performance level for PSUs). In those circumstances, all SARs will be exercisable until the earlier of the original expiration date of the awards or 12 months (or five years for an approved retiree) following the termination of employment, and all other stock awards shall be immediately distributed following the later of the termination of employment or the change in control event, except that certain stock awards subject to the requirements of Section 409A of the Internal Revenue Code may not be distributable for six months following separation from service if the NEO is a “specified employee” under Section 409A, which is typical. In addition, any cash incentive payments under the annual cash incentive program will be made immediately based on the target performance level, pro-rated based on the days worked during the year until the NEO’s termination of employment in connection with or following a change in control.

The table below reflects the intrinsic value of unvested stock awards and cash incentive payments that each NEO would receive upon retirement, disability, death, or involuntary termination of employment in connection with a change in control as of December 31, 2022, the end of our fiscal year (based on the Company’s closing stock price of $148.89 on December 30, 2022).

	Name		Plan		Retirement ($)(1)		Disability ($)		Death ($)		Change in Control and Termination ($)
	Mr. Capuano		Stock Plan		15,326,091		21,461,181		21,461,181		21,461,181
			Total Cash Incentive		—		2,600,000		2,600,000		2,600,000
	Ms. Oberg		Stock Plan		6,361,165		14,240,848		14,240,848		14,240,848
			Total Cash Incentive		—		900,000		900,000		900,000
	Mr. Brown		Stock Plan		4,148,972		5,904,460		5,904,460		5,904,460
			Total Cash Incentive		—		775,000		775,000		775,000

 

(1)

These Stock Plan amounts will become exercisable or be distributed following retirement over the period described in the awards, subject to the conditions not to engage in competition or other conduct injurious to the Company as described in more detail above, provided that, a portion of the stock awards granted on February 17, 2022 will remain outstanding based on the number of days from the grant date through the retirement date.

The benefits presented in the table above are in addition to benefits available prior to the occurrence of any termination of employment, including benefits available under then-exercisable SARs and EDC balances (which were fully vested as of December 31, 2022 for all of the NEOs), and benefits available generally to salaried associates such as benefits under the Company’s 401(k) plan, group medical and dental plans, life and accidental death insurance plans, disability programs, health and dependent care spending accounts, and accrued paid time off. The actual amounts that would be paid upon an NEO’s termination of employment can be determined only at the time of any such event. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed above, any actual amounts paid or distributed may be higher or lower than reported above. Factors that could affect these amounts include the timing during the year of any such event, the Company’s stock price and the executive’s age. In addition, in connection with any actual termination of employment or change in control transaction, the Company may determine to enter into an agreement or to establish an arrangement providing additional benefits or amounts, or altering the terms of benefits described above, as the Committee determines appropriate.

Resignation of Stephanie Linnartz and Retirement of Craig Smith

On December 21, 2022, the Company announced that Ms. Linnartz informed the Company that she would resign from her position as President on February 24, 2023, to become the chief executive officer of another publicly traded company. On February 14, 2023, the Company announced that Mr. Smith informed the Company that he had decided to retire from the Company effective as of the same date, February 24, 2023.

In connection with their respective resignation and retirement, neither Ms. Linnartz nor Mr. Smith retained their status as an associate, nor did they receive any severance or transition compensation. Ms. Linnartz’s and Mr. Smith’s eligibility to participate in other benefits including group health plans, the 401(k) plan, and the EDC were discontinued in connection with their separation from employment in accordance with the standards applied to all associates. Further, neither executive will earn an annual incentive award for fiscal year 2023. All of Ms. Linnartz’s unvested long-term incentive awards were forfeited. Due to his attainment of retirement eligibility, the majority of Mr. Smith’s unvested long-term incentive awards will remain outstanding and will settle pursuant to the terms of the award agreements. Based on the Company’s closing stock price on February 24, 2023 ($170.33), these awards would be valued at an aggregate of $2,957,236 (assuming target performance for PSUs); however, the awards will remain subject to fluctuations in the stock price and actual performance over the remaining period set forth in the applicable award agreement.

CEO Pay Ratio

The 2022 annual total compensation of the median compensated employee was $39,203; Mr. Capuano’s 2022 annual total compensation was $18,686,271 and the ratio of these amounts was 1-to-477.

This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.