Jason Pritzker
Hyatt HotelsAbout Jason Pritzker
Jason Pritzker, age 45, has served on Hyatt’s Board since March 2014 and is a Class III director with a term expiring at the 2027 annual meeting. He is Vice Chairman (since 2021) and Managing Director (since 2018) of The Pritzker Organization (TPO), and previously worked for The Marmon Group and as an analyst at Goldman, Sachs & Co. He serves as a director of Lithko Contracting LLC. He is the son of Thomas J. Pritzker, Hyatt’s Executive Chairman, and is not classified as an independent director under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Marmon Group | Executive/employee (exact title not disclosed) | Not disclosed | Industrial operations exposure |
| Goldman, Sachs & Co. | Analyst | Not disclosed | Capital markets experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Pritzker Organization (TPO) | Vice Chairman; Managing Director | VC since 2021; MD since 2018 | Partners with management teams across diverse industries; long-term investment focus |
| Lithko Contracting LLC | Director | Current | Governance oversight of construction services firm |
Board Governance
- Independence: Not independent; family relationship to Executive Chairman (son of Thomas J. Pritzker) .
- Committees: Member, Finance Committee; Chair is Thomas J. Pritzker. Other members: Cary D. McMillan and Susan D. Kronick .
- Attendance: The Board met 8 times in 2024; no incumbent director attended fewer than 75% of Board and applicable committee meetings, and all directors attended the 2024 annual meeting .
- Executive sessions and leadership: Independent directors meet in executive session; no Lead Independent Director designated .
| Governance Attribute | Status | Evidence |
|---|---|---|
| Director independence | Not independent | Family relationship and independence determination exclude Jason Pritzker |
| Committee assignment | Finance Committee member | Committee composition lists Jason Pritzker |
| Meeting attendance threshold | ≥75% (company-wide) | Disclosure states no incumbent below 75% |
| Annual meeting attendance | Attended (company-wide) | All directors attended 2024 annual meeting |
Conflict sensitivity: Hyatt’s dual-class structure concentrates voting power in Class B holders (92.7% of total voting power), and voting agreements cause ~92.9% of votes to follow Board recommendations, materially limiting minority shareholder influence .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $110,062 | Reflects $100,000 Annual Fee plus applicable committee retainer(s); paid quarterly |
| Committee retainer eligibility | Finance Committee member: $10,000 | 2024 Finance Committee member retainer schedule |
| Deferral election (Annual Fee) | 659 RSUs credited | Elected to defer Annual Fee into RSUs under Director Deferred Compensation Plan |
Policy baseline for non-employee directors: $100,000 cash Annual Fee and $190,000 Annual Equity Retainer; committee member/ chair retainers per committee (Finance member $10,000; chair $20,000) .
Performance Compensation
Directors receive fully vested equity retainers (not performance-based); no performance metrics are tied to director compensation. Jason elected to defer his equity retainer into RSUs.
| Equity Item (2024) | Amount/Units | Notes |
|---|---|---|
| Stock awards (grant-date fair value) | $177,411 | Annual Equity Retainer; Jason elected deferral |
| RSUs credited during year | 1,848 RSUs | Deferrals credited; carry dividend equivalents paid in cash |
| RSUs balance (end of year) | 29,578 RSUs | Deferred RSUs outstanding under Director Deferred Compensation Plan |
No director meeting fees; annual equity grants are fully vested at grant for service in the prior year .
Other Directorships & Interlocks
| Company | Public/Private | Role | Notes |
|---|---|---|---|
| Lithko Contracting LLC | Private | Director | Current service disclosed; no other public boards disclosed for Jason |
The proxy notes some directors serve at companies that do business with Hyatt, but does not identify such interlocks for Jason specifically .
Expertise & Qualifications
- Relationships with hotel owners and developers globally; valued for supporting new management/franchise agreements .
- Investment and partnership experience across company life cycles via TPO; perspective on strategy and long-term value creation .
Equity Ownership
| Ownership Item | Amount | Notes |
|---|---|---|
| Class A common shares (beneficially owned) | 2,588 | Directly held; reported in security ownership table |
| Deferred RSUs (Director plan) | 29,578 RSUs | Balance as of year-end 2024; settle after service per plan |
| Interests in Pritzker trusts (THHC, L.L.C.) | Beneficiary; no voting/investment power | THHC holds 17,623,351 Class B shares; not included in Jason’s beneficial ownership |
| Anti-hedging/pledging policy | Hedging prohibited; pledging generally prohibited | Insider Trading Compliance Policy applies to directors |
| Director ownership guidelines | ≥5× Annual Fee ($500,000 in 2024) | Directors meet or are expected to meet within 5 years; sales restricted if below |
Governance Assessment
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Strengths
- Board and committee attendance met ≥75% threshold; participation in Finance Committee implies engagement with capital allocation and transactions .
- Equity retainer deferral into RSUs increases alignment with long-term share value; meaningful deferred balance accumulated .
- Anti-hedging/pledging and ownership guidelines promote alignment and discourage misalignment behaviors .
-
Red flags and investor confidence considerations
- Not independent due to immediate family relationship with Executive Chairman; independence list excludes Jason Pritzker .
- Finance Committee service while Executive Chairman (father) chairs the committee can present perceived conflicts on capital, related-party and transaction decisions; mitigation relies on committee processes and related-party policy .
- Dual-class and voting agreements concentrate control: Class B shares hold 92.7% of voting power, and parties to voting agreements (~92.9% of voting power) must vote with Board recommendations, limiting minority shareholder influence on director elections and governance reforms .
- Related-party exposures:
- Aircraft charter payments to TPO-managed aircraft ($1,271,708; $1,019,280 passed to TPO) .
- Management/franchise fees to properties indirectly owned by Geolo Capital LP (affiliated with John A. Pritzker): $4,174,733 fees; $2,269,704 reimbursed costs .
- Legal services to Latham & Watkins LLP (partner is Thomas J. Pritzker’s brother-in-law): $23,195,856 .
- Repurchases of Class B shares from Pritzker-affiliated trusts in 2024 totaling ~$561 million at negotiated prices .
- Hyatt discloses and administers these under a formal related-party policy with Audit Committee oversight and recusals .
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Director compensation structure
- Cash retainer: $100,000 baseline; committee retainer Finance member $10,000. Jason’s 2024 cash fees totaled $110,062 .
- Equity retainer: grant-date fair value $190,000 policy; Jason’s recorded stock awards were $177,411, fully vested; he deferred into RSUs .
Overall, investors should weigh Jason’s industry relationships and long-term ownership alignment via deferred RSUs against concentrated family control, non-independence, and ongoing related-party transactions administered under formal policies. Active monitoring of Finance Committee decisions and related-party reviews is prudent given governance optics and control structure .