Joan Bottarini
Hyatt HotelsAbout Joan Bottarini
Joan Bottarini is Executive Vice President and Chief Financial Officer of Hyatt Hotels Corporation, appointed in November 2018; she is 53 years old and oversees global finance including reporting, planning, treasury, tax, IR, internal audit, asset management, and procurement . Under her tenure, Hyatt’s 2024 Pay‑vs‑Performance disclosures show Total Shareholder Return of 176.80, Net Income of $1,296 million, and Adjusted Compensation EBITDA of $1,189 million, with 2022‑2024 PSUs paid at 134% of target in March 2025, indicating above‑target performance over the prior three‑year cycle . Her annual incentive metrics emphasize Adjusted Compensation EBITDA and strategic priorities, aligning pay with operating outcomes and shareholder returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hyatt Hotels Corporation | Executive Vice President, Chief Financial Officer | Since Nov 2018 | Leads global finance, capital allocation, investor relations, risk, and asset management . |
| Hyatt Hotels Corporation | Senior Vice President, Finance—Americas | 2016–2018 | Regional finance leadership supporting growth and operational discipline in the Americas . |
| Hyatt Hotels Corporation | Vice President, Hotel Finance—Asia Pacific (Hong Kong) | 2014–2016 | Regional hotel finance oversight, supporting expansion and performance in APAC . |
| Hyatt Hotels Corporation | Vice President, Strategic Financial Planning & Analysis | 2007–2014 | Enterprise FP&A, planning, and analysis to support strategy and execution . |
| Essex Property Trust | Controller – Development | Not disclosed | Pre‑Hyatt real estate/REIT development controls experience . |
| KPMG LLP | Assurance Manager | Not disclosed | Audit/assurance rigor supporting future CFO responsibilities . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AHLA Foundation | Co‑Chair, No Room for Trafficking Council | Not disclosed | Industry stewardship; anti‑trafficking initiatives in hospitality . |
| Salt and Light Coalition (Chicago) | Advisory Board Member | Not disclosed | Community engagement and leadership development . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 744,000 | 765,833 | 794,234 |
| Year‑end Base Salary ($, as of Mar 1, 2024) | — | — | 795,000 |
| Target Annual Incentive (% of salary) | — | — | 100% |
| Maximum Annual Incentive (% of salary) | — | — | 200% |
| Actual Annual Incentive Paid ($) | 1,252,500 | 835,300 | 611,200 |
| All Other Compensation ($) | 36,778 | 39,594 | 40,775 |
Additional detail on 2024 perquisites: parking benefits of $6,240 included in “All Other Compensation” for Bottarini .
Performance Compensation
Annual Incentive (EIP) – 2024 Structure and Outcomes
| Component | Weighting | Target | Actual | Payout (% of component) | 2024 Paid ($) |
|---|---|---|---|---|---|
| Financial Performance (Adjusted Compensation EBITDA) | 60% | $1,287m | $1,189m | 75% | $356,796 |
| Strategic Priorities (dashboard) | 20% | Multi‑metric dashboard | Mixed; some shortfalls | 65% | $103,350 |
| IBGs & Discretion (CFO IBGs) | 20% | CFO‑specific goals | Strong execution | 95% | $151,050 |
| Total EIP Payout | — | — | — | — | $611,200 (77% of year‑end salary) |
2024 Adjusted Compensation EBITDA goal was set with threshold/target/maximum at $1,094m / $1,287m / $1,544m; below threshold yields no payout; actual performance at $1,189m interpolated to 75% of target for the financial component . Bottarini’s 2024 IBGs focused on asset‑light growth and investment grade profile, cross‑functional operating strategy, and Finance integrations/resource allocation; the Committee awarded 95% of IBGs .
Long‑Term Incentive Program (LTIP) – Design and 2024 Grants
- LTIP mix for EVPs (including CFO): 30% SARs, 30% time‑vested RSUs, 40% PSUs, tying value to stock price and multi‑year performance .
- 2024 LTIP target value for Bottarini: $2,500,000 .
| Grant Type | Grant Date | Shares/Units | Terms | Grant‑Date Fair Value ($) |
|---|---|---|---|---|
| PSUs (2024–2026 cycle) | 2024‑05‑15 | Target: 6,364 | Vest on three‑year relative net rooms growth and three‑year Adjusted Compensation EBITDA; TSR modifier; double‑trigger treatment on CIC . | 1,055,469 |
| RSUs | 2024‑03‑19 | 4,773 | Time‑vested; retention and baseline equity value . | 749,886 |
| SARs | 2024‑03‑19 | 10,896 | Exercise price $157.11; expire 03/19/2034 . | 749,972 |
2022–2024 PSUs paid at 134% of target in March 2025, evidencing above‑target three‑year performance on prior cycle .
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
| Item | Value |
|---|---|
| Class A Shares Beneficially Owned (as of Mar 24, 2025) | 18,783; less than 1% of Class A and total shares outstanding . |
| Stock Ownership Guideline (EVP) | 3× base salary; holding requirement of 20% of net shares until achieving guideline . |
| Compliance Status (as of Dec 31, 2024) | All NEOs, including Bottarini, met the guidelines . |
| Hedging/Pledging Policy | Hedging prohibited; pledging generally prohibited except in very limited circumstances per Insider Trading Compliance Policy . |
Outstanding Equity Awards (FY‑End 2024) – Bottarini
| Instrument | Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | RSU Market Value ($) | Unearned PSUs (#) | PSU Market Value ($) |
|---|---|---|---|---|---|---|---|---|---|
| SARs | 2023‑03‑21 | 3,708 | 11,125 | 111.71 | 03/21/2033 | — | — | — | — |
| SARs | 2022‑03‑24 | 8,750 | 8,751 | 95.06 | 03/24/2032 | — | — | — | — |
| SARs | 2021‑03‑24 | 14,904 | 4,970 | 80.46 | 03/24/2031 | — | — | — | — |
| SARs | 2020‑03‑24 | 54,054 | — | 48.66 | 03/24/2030 | — | — | — | — |
| SARs | 2019‑03‑20 | 24,547 | — | 71.67 | 03/20/2029 | — | — | — | — |
| RSUs | 2024‑03‑19 | — | — | — | — | 4,773 | 749,266 | — | — |
| RSUs | 2023‑03‑21 | — | — | — | — | 4,834 | 758,841 | — | — |
| RSUs | 2022‑03‑24 | — | — | — | — | 3,472 | 545,035 | — | — |
| PSUs (2024 cycle placeholder at grant) | 2024‑05‑15 | — | — | — | — | — | — | 6,364 | 999,021 |
| PSUs (2023 cycle placeholder at grant) | 2023‑05‑17 | — | — | — | — | — | — | 8,593 | 1,348,929 |
| PSUs (2020 cycle placeholder at grant) | 2020‑12‑09 | — | — | — | — | — | — | 10,829 | 1,699,936 |
2024 Equity Activity
| Activity | Shares/Units | Value Realized ($) |
|---|---|---|
| SARs Exercised | — | — |
| Stock Awards Vested (RSUs/PSUs) | 21,004 | 3,023,867 |
Employment Terms
| Term | Detail |
|---|---|
| Employment Letter Effective Date | November 2, 2018; no fixed term . |
| Current Base Salary | $795,000 (effective March 1, 2024) . |
| Target Annual Incentive (EIP) | 100% of base salary; maximum 200% . |
| Annual LTIP Target | $2,500,000 target value for 2024 . |
| Severance & CIC Plan | Double‑trigger for CIC; severance eligibility per plan . |
| Clawback Policy | Recovery of incentive‑based compensation upon accounting restatement; additional misconduct recovery provisions . |
| Tax Gross‑ups | No golden parachute excise tax gross‑ups; limited exceptions for relocations/expatriate assignments . |
Potential Payments on Termination or Change in Control (as of 12/31/2024)
| Item | Scenario | Amount ($) |
|---|---|---|
| Cash Severance | Termination without cause | 1,694,667 |
| Cash Severance | CIC termination without cause/for good reason | 3,180,000 |
| Annual Incentive (Year of Termination) | CIC termination | 795,000 |
| Annual Incentive (Year of Termination) | Death/Disability | 611,200 |
| Equity Vesting | CIC termination | 7,453,199 |
| Equity Vesting | Death/Disability | 6,157,329 |
| Medical Benefits | Termination without cause | 18,416 |
| Medical Benefits | CIC termination | 36,831 |
Performance & Track Record
- Prior PSU cycle payout at 134% (2022–2024 PSUs) signals multi‑year over‑delivery versus targets, aligning long‑term compensation with outcomes .
- 2024 strategic dashboard showed mixed execution (guest experience magnitude fell short; direct channel metrics missed; pipeline expansion short of goal due to lower signings), but market share improvements and net rooms growth remained industry‑leading; Strategic Priorities payout was 65% of target, reflecting balanced performance assessment .
- 2024 Pay‑vs‑Performance metrics show improved TSR versus peer index and strong profitability (Net Income $1,296m; Adjusted Compensation EBITDA $1,189m) .
Pay‑vs‑Performance Metrics (Company Level)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return ($) | 82.96 | 107.15 | 101.06 | 146.29 | 176.80 |
| Peer Group TSR ($) | 94.71 | 124.59 | 103.07 | 137.70 | 172.51 |
| Net Income (Loss) ($mm) | (703) | (222) | 455 | 220 | 1,296 |
| Adjusted Compensation EBITDA ($mm) | (177) | 277.1 | 1,135 | 1,251 | 1,189 |
Compensation Structure Analysis
- Variable pay weighting is high: EIP and LTIP dominate total compensation, with LTIP split across SARs/RSUs/PSUs to balance stock price exposure and multi‑year operating/performance risk .
- Annual incentive metrics tied to Adjusted Compensation EBITDA (60%), strategic priorities (20%), and IBGs (20%) provide direct linkage to enterprise performance and CFO‑specific execution levers; 2024 payouts reflect measured performance scaling (75%/65%/95%) .
- Governance safeguards: no option/SAR repricing without shareholder approval; robust clawback; no golden parachute excise tax gross‑ups; pledging/hedging restricted—reducing shareholder‑unfriendly risks .
Equity Ownership & Alignment (Additional Detail)
- Ownership guidelines at 3× salary and 20% net‑share retention until achieved; Bottarini met guidelines as of December 31, 2024, aligning personal equity exposure with shareholder interests .
- Form of equity emphasizes retention (RSUs) and performance (PSUs with EBITDA, net rooms growth and TSR modifier), plus SARs requiring stock price appreciation to realize value .
Employment & Contracts
- No fixed term; severance per plan; double‑trigger CIC treatment; defined medical continuation and equity vesting mechanics under various termination scenarios .
- Insider Trading Compliance Policy restricts hedging and pledging, mitigating misalignment or leverage‑related risks .
Investment Implications
- Alignment: High variable pay and stringent ownership/holding requirements, plus prohibition on hedging/pledging, indicate strong pay‑for‑performance alignment and reduced agency risk .
- Retention risk: Employment letter with no fixed term but meaningful double‑trigger CIC economics and equity acceleration ($7.45m equity vesting on CIC; cash severance $3.18m) suggests stability under status quo and potential sensitivity around corporate transactions .
- Performance signal: 134% PSU payout for the 2022–2024 cycle and robust 2024 TSR vs peers signal credible execution; however, strategic dashboard shortfalls (direct channel, pipeline expansion) highlight operational areas to watch under CFO‑led resource allocation and capital strategy .
- Near‑term selling pressure: 2024 stock vesting of 21,004 shares ($3.02m) increases tradable supply; SAR ladders across multiple vintages are in‑the‑money and may be exercised opportunistically; monitor Form 4 activity around vesting windows for potential selling pressure .