Margaret Egan
Hyatt HotelsAbout Margaret Egan
Executive Vice President, General Counsel and Secretary of Hyatt Hotels Corporation since January 2018; previously served as Interim General Counsel and Secretary from October 2017 to January 2018, and before that as Senior Vice President and Associate General Counsel overseeing global transactions (March 2013–January 2018). Earlier roles include a decade of progressive legal positions at Hyatt (2003–2013), litigation practice at DLA Piper (1996–2000; 2002–2003), and Attorney Advisor with the U.S. Department of Justice in London (Jan 2001–Jan 2002). As Corporate Secretary, she signs and administers key governance documents and is designated, alongside the CEO, as proxy holder for shareholder voting at the 2025 annual meeting. Company-wide executive incentive performance metrics emphasize Adjusted Compensation EBITDA, strategic priorities, and individual business goals; however, Ms. Egan’s individual compensation metrics and outcomes are not separately disclosed.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Hyatt Hotels Corporation | EVP, General Counsel & Secretary | Jan 2018 – present | Leads global legal and corporate secretarial services; Corporate Secretary for board and shareholder matters |
| Hyatt Hotels Corporation | Interim General Counsel & Secretary | Oct 2017 – Jan 2018 | Transition leadership for legal and governance functions |
| Hyatt Hotels Corporation | SVP & Associate General Counsel (Global Transactions) | Mar 2013 – Jan 2018 | Oversaw global legal transactions teams |
| Hyatt Hotels Corporation | Legal roles of increasing responsibility | Oct 2003 – Mar 2013 | Progressive corporate legal leadership supporting growth and transactions |
| U.S. Department of Justice (London) | Attorney Advisor | Jan 2001 – Jan 2002 | Government legal advisory work |
| DLA Piper (Chicago) | Litigation Associate | 1996–2000; 2002–2003 | Litigation practice experience |
External Roles
Not disclosed in company filings reviewed. (No public company directorships or external appointments identified for Ms. Egan.)
Fixed Compensation
| Item | 2024 | Notes |
|---|---|---|
| Base salary | Not disclosed | Ms. Egan is not a named executive officer (NEO) in 2024; the Summary Compensation Table lists only the Executive Chairman, CEO, CFO, CCO, and CGO |
| Target bonus % | Not disclosed | Annual Executive Incentive Plan (EIP) targets disclosed for NEOs only |
| Actual bonus paid | Not disclosed | NEO payouts disclosed; no individual disclosure for Ms. Egan |
Performance Compensation
Hyatt’s 2024 executive incentive framework (as disclosed for NEOs) mixes corporate financial, strategic, and individual goals. Ms. Egan’s specific targets/payouts are not disclosed, but the structure below indicates incentive design and performance calibration.
| Metric (EIP) | Weight | Target/Threshold/Max | 2024 Actual/Outcome | Payout Mapping |
|---|---|---|---|---|
| Adjusted Compensation EBITDA | 60% | Threshold: $1,094m; Target: $1,287m; Max: $1,544m | Actual: $1,189m | 75% of target for this component |
| Strategic Priorities Dashboard (talent/culture, personalization, operating excellence, growth) | 20% | Multiple operational targets | Mixed results; improvement in loyalty penetration/market share; margin expansion fell short; pipeline below goal | 65% of target for this component |
| Individual Business Goals (IBGs) and Discretion | 20% | Role-specific | Role-specific assessments for NEOs | CEO 80%, CFO 95%, CCO 95%, CGO 90% (illustrative of calibration) |
Long-term incentives (company program):
- SARs: 4-year pro rata vesting; value only if stock appreciates
- RSUs: 4-year pro rata vesting; cash dividend equivalents upon vesting
- PSUs: 3-year performance period; 2024–2026 grants based 50% on relative Net Rooms Growth rank vs peers and 50% on Adjusted Compensation EBITDA, with a relative TSR modifier; earned shares adjusted per performance and TSR rank
Equity Ownership & Alignment
| Topic | Hyatt policy/practice | Implications |
|---|---|---|
| Hedging/Pledging | Hedging prohibited; pledging generally prohibited for officers and directors (limited, pre‑approved exceptions) | Reduces misalignment and downside speculation risk |
| Insider Trading Controls | Quarterly blackout from 7 days before quarter-end until 1 full trading day after earnings; pre‑clearance required for directors, executive officers, Legal, Finance, IR, and senior leaders; event-specific blackouts possible | Limits opportunistic trades and signals around material events |
| Rule 10b5‑1 Plans | Permitted with GC approval; must be adopted in open window while not in possession of MNPI | Enables planned diversification; mitigates perception of informational timing |
| Clawback | NYSE Rule 10D‑1 compliant policy to recover erroneously awarded incentive comp following restatements; additional misconduct recovery policy also in place | Enhances pay-for-performance integrity |
| Share ownership guidelines | NEO guidelines: CEO 6x salary; EVPs 3x salary; all NEOs in compliance as of 12/31/24 | Strong alignment at top tier; Ms. Egan’s specific status not disclosed |
Ownership disclosure:
- The proxy lists beneficial ownership for directors and NEOs individually, and “all directors and executive officers as a group,” but does not individually itemize Ms. Egan (not a 2024 NEO and not a director). As of 3/24/25, all directors and executive officers as a group held 4.0% of Class A and 39.0% of Class B (23.7% of total common; 36.5% of total voting power). Ms. Egan’s individual holdings are not disclosed.
Employment Terms
Hyatt maintains an Executive Officer Severance and Change in Control Plan; the proxy discloses terms for NEOs:
- Termination without cause (outside change in control window):
- CEO/Chair: 2x (base salary + 3-year average bonus); Others: 1x (base salary + 3-year average bonus), increasing to 2x if a change in control occurs within 3 months prior; COBRA differential paid over severance period
- Double-trigger after change in control (within 24 months; termination without cause or for good reason):
- 2x (base salary + target bonus) lump sum (subject to tax rules), pro‑rated target annual bonus, COBRA differential; no excise tax gross‑ups
- Equity treatment under change in control:
- If awards are not assumed/substituted, SARs/RSUs may vest; PSUs vest based on actual performance to CIC date (TSR modifier applicability depends on timing) or threshold as specified; special PSU provisions as disclosed (2020–2025 PSUs terminated in April 2025)
Note: Ms. Egan’s specific participation level and individual severance letter are not separately disclosed in the proxy; above reflects disclosed NEO plan features.
Investment Implications
- Alignment and governance: Strong anti-hedging/anti-pledging rules, blackout/pre‑clearance, and robust clawbacks reduce trading-signal noise and promote long-term alignment in the legal function that oversees disclosure and compliance. This lowers headline risk and aligns legal leadership with shareholders.
- Retention: Standard 4-year vesting on SARs/RSUs and 3-year PSU cycles, plus double-trigger CIC protections (as disclosed for NEOs), create stickiness for senior executives; though Ms. Egan’s exact severance specifics aren’t itemized, the program structure suggests moderate retention support without shareholder‑unfriendly features like gross‑ups.
- Transparency gap (monitoring need): Ms. Egan is not a 2024 NEO and thus lacks individualized public disclosure for salary, bonus outcomes, grants, or ownership—investors should monitor Form 4 filings and 8‑K 5.02 events for insights into vesting, selling pressure, and any comp changes; as Corporate Secretary, she is also a designated proxy signatory and filer of key current reports.
- Pay-for-performance calibration: Company-level incentives tied to Adjusted Compensation EBITDA and strategic execution show disciplined payout moderation in 2024 (e.g., 75%/65% component payouts), indicating oversight that likely extends across senior leadership beyond NEOs. Continued focus on asset‑light mix and rooms growth in PSU design aligns with long‑term value creation.
Key disclosures to watch: future proxy NEO roster (if Ms. Egan is included), any employment letter filed via 8‑K/10‑K exhibits, and insider ownership/transactions (Form 4s) to quantify alignment and potential selling pressure.