Mark Vondrasek
Hyatt HotelsAbout Mark Vondrasek
Hyatt’s Executive Vice President and Chief Commercial Officer (CCO) since March 2018, Mark R. Vondrasek leads global sales, revenue management, distribution, corporate marketing, brands, loyalty (World of Hyatt), communications, digital, consumer insights/analytics, IT, and global property/guest services . He joined Hyatt in September 2017 as EVP, Global Head of Loyalty & New Business Platforms . Education: BA, University of St. Thomas; MBA, Loyola University Chicago . Company performance measures linked to NEO pay in 2024 included Adjusted Compensation EBITDA ($1,189 million), Net Income ($1,296 million), and cumulative TSR (value of $100 investment = $176.80) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hyatt Hotels Corporation | EVP, Global Head of Loyalty & New Business Platforms | Sep 2017–Feb 2018 | Led loyalty and new platforms; foundation for expanded commercial leadership |
| Hyatt Hotels Corporation | Chief Commercial Officer | Mar 2018–present | Unified revenue and guest-experience functions to drive engagement and growth |
| Starwood Hotels & Resorts | SVP, Commercial Services | Dec 2001–Sep 2016 | Led distribution, SPG loyalty, global partnerships; scaled digital and contact centers |
| Fidelity Investments; Kemper Financial Services | Operations leadership (Financial Services) | ~10 years prior to 2001 | Ran operational teams; customer-centric process discipline |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Denny’s Corporation | Board Member | Jun 2024–present | Consumer restaurant exposure; cross-industry insight |
| Affinion Group Holdings Inc. | Board Member | Oct 2016–present | Customer engagement/loyalty services expertise |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Year-end base salary setting ($) | $732,000 | $750,000 | $775,000 (effective Mar 1, 2024) |
| Salary reported in SCT ($) | $729,000 | $747,000 | $774,311 |
| All Other Compensation ($) | $24,565 | $26,390 | $40,775 |
| 401(k) match ($) | $0 shown | $0 shown | $13,800 |
| Deferred Compensation Plan (DCP) employer contribution ($) | $17,500 | $19,000 | $19,500 |
| Life/Disability premiums ($) | $1,005 | $1,150 | $1,235 |
| Perquisites (parking) ($) | $6,060 | $6,240 | $6,240 |
Performance Compensation
| Component | Weight | Target/Goal | Actual/Outcome | Payout determination | 2024 Payout ($) | Vesting |
|---|---|---|---|---|---|---|
| Adjusted Compensation EBITDA (EIP Financial) | 60% | $1,287m target; threshold $1,094m; max $1,544m | $1,189m | 75% of target for this component | Part of total; see total below | Cash (annual) |
| Strategic Priorities Dashboard | 20% | Multi-metric (talent, personalization, ops, growth) | Mixed; strengths in loyalty penetration and market share; margin expansion short; pipeline record but signings below plan | 65% of target for this component | Part of total; see total below | Cash (annual) |
| Individual Business Goals (IBGs) – Vondrasek | 20% | Distribution channels, World of Hyatt engagement, market share; tech/brand/integration alignment; commercial drivers/org evolution | Assessed by CEO; strong execution | 95% of target for this component | Part of total; see total below | Cash (annual) |
| Total Annual Incentive | — | Target 100% of salary; max 200% | — | Weighted composite = 77% of target | $595,800 (77% of year-end salary) | Cash (paid for FY24) |
Long-Term Incentives (2024 awards)
| Instrument | Grant date | Quantity | Terms | Vesting cadence | Exercise/Base | Performance metric(s) |
|---|---|---|---|---|---|---|
| PSUs (2024–2026 cycle, target) | May 15, 2024 | 4,837 | Earned PSUs = 50% NRG (rank vs Accor/IHG/Hilton/Marriott/Wyndham, with extra payout if clear 1st) + 50% Adjusted Compensation EBITDA; then TSR modifier vs peer REITs/hotel | Cliff at end of 3-year period (Dec 31, 2026), subject to service and change-in-control provisions | N/A | Net Rooms Growth rank, Adjusted Compensation EBITDA, TSR modifier |
| RSUs | Mar 19, 2024 | 3,628 | Dividend equivalents paid in cash upon vesting | 25% annually over 4 years starting Mar 16, 2025 (service-based; accelerated on certain terminations) | N/A | N/A |
| SARs | Mar 19, 2024 | 8,281 | Settled in Class A shares on exercise; value only if stock > grant price | 25% annually over 4 years (service-based; accelerated on certain terminations) | $157.11 per share | N/A |
Additional PSU cycles outstanding at 12/31/2024: 2023–2025 PSUs (6,266 target units) and 2022 “Special PSUs” (18,011 target units) with direct channel and loyalty penetration goals; 2020–2025 PSUs were terminated in April 2025 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 24, 2025) | 9,337 Class A shares; less than 1% of class/outstanding voting power |
| Ownership guidelines | EVPs required to hold ≥3× base salary in vested in-the-money SARs, RSUs and/or shares; all NEOs met guidelines as of Dec 31, 2024 |
| Anti-hedging/anti-pledging | Hedging prohibited; pledging generally prohibited except limited pre-approved cases with demonstrated capacity to repay without collateral |
| Vested vs unvested snapshot (12/31/2024) | Unvested RSUs: 3,628 ; Unearned PSUs: 4,837 (2024), 6,266 (2023), 18,011 (2022) |
| SARs status & pricing | 2024: 8,281 unexercisable @ $157.11 ; 2023: 2,703 exercisable/8,112 unexercisable @ $111.71 ; 2022: 3,480 exercisable/6,962 unexercisable @ $95.06 ; 2021: 4,577 unexercisable @ $80.46 |
| Insider selling/vesting | 2024: exercised 19,357 SARs (value realized $1,849,519); 23,410 shares acquired on RSU/PSU vesting (value $3,434,827) |
Employment Terms
| Term | Provision |
|---|---|
| Employment letter | Effective Aug 28, 2017; no fixed term |
| Current base salary | $775,000 (effective Mar 1, 2024) |
| Annual incentive target/max | Target 100% of base; max 200% |
| LTIP target (2024 grants) | $1,900,000 (mix: 30% SARs, 30% RSUs, 40% PSUs at target) |
| Severance (outside change in control) | 1× (salary + 3-year average bonus); increases to 2× if change in control occurs within 3 months prior to termination |
| Severance (within 24 months post-change in control) | 2× (salary + target bonus) lump sum; plus pro-rated target bonus; COBRA benefit; double-trigger only |
| Example severance amounts (per 12/31/2024 scenario disclosure) | Without cause: cash $1,640,433 ; With CIC & termination: cash $3,100,000; equity vesting valued $8,806,976; medical $24,675; total $12,706,651 |
| Equity acceleration (CIC) | If awards assumed: vest on qualifying termination within 12 months; if not assumed: PSUs vest based on performance to CIC (TSR modifier rules vary by timing) |
| Clawbacks | Complies with NYSE Rule 10D-1; recovery of erroneously awarded incentive comp on restatements; additional recovery for misconduct |
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return (value of $100 investment) | $82.96 | $107.15 | $101.06 | $146.29 | $176.80 |
| Peer Group TSR (Russell 1000 Hotel/Motel) | $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 |
| PSU outcome (2022–2024 cycle) | — | — | — | — | 134% payout (ranked #1 net rooms growth; fee-based earnings mix = 82%; TSR rank 3/7; no modifier impact) |
Say-on-pay support: 99.7% approval at 2024 annual meeting, indicating strong shareholder endorsement of NEO compensation programs . Peer group for benchmarking includes Hilton, Marriott, Host Hotels, Wynn, Las Vegas Sands, Caesars, Royal Caribbean, Starbucks, Wyndham, etc.; target around 50th percentile with performance-based upside .
Compensation Structure Analysis
- Pay mix emphasizes variable and long-term equity (SARs/RSUs/PSUs), aligning with TSR and multi-year growth metrics; EVP stock ownership requirement at 3× salary reinforces alignment .
- Annual incentive tied 60% to Adjusted Compensation EBITDA, 20% to strategic priorities, and 20% to IBGs; 2024 payout at 77% of salary reflects below-target enterprise results balanced by strong individual execution .
- No single-trigger acceleration; double-trigger severance mitigates windfall risk; no excise-tax gross-ups; robust clawback policies reduce moral hazard .
- Equity grants vest over four years (RSUs/SARs) and three years (PSUs), supporting retention; PSU framework rewards relative Net Rooms Growth and EBITDA with TSR modifier, reducing cyclicality bias .
Risk Indicators & Red Flags
- Hedging prohibited; pledging generally prohibited—no pledging disclosed for Vondrasek, lowering misalignment risk .
- 2024 SAR exercises (19,357 shares; $1.85m realized) and sizeable annual vesting ($3.43m) create potential near-term selling pressure; monitor blackout windows and scheduled vesting cadence .
- Compensation program received 99.7% say-on-pay support, suggesting low governance friction currently .
Equity Ownership & Alignment
| Element | Status |
|---|---|
| Ownership vs outstanding | <1% of Class A; 9,337 shares |
| Guideline compliance | Meets EVP 3× salary requirement (as of 12/31/2024) |
| Scheduled vesting supply | RSUs/SARs vest annually each Mar 16; PSUs settle post-performance period (2023–2025; 2024–2026) |
| Deferred comp balance | DCP aggregate balance $132,915 as of 12/31/2024 |
Employment Terms
- Letter agreement (effective Aug 28, 2017) with base salary currently $775,000; target annual incentive 100% of base; 2024 LTIP target $1.9 million .
- Severance: 1× salary + 3-year average bonus (outside CIC; or 2× if CIC occurs within 3 months prior); 2× salary + target bonus plus pro-rated bonus within 24 months post-CIC; COBRA benefit; double-trigger only .
- Disclosed scenario values (Dec 31, 2024): $1.64m cash without cause; $3.10m cash with CIC plus $8.81m equity vesting and $24,675 medical (total $12.71m) .
Investment Implications
- Alignment strong: multi-year PSUs tied to relative Net Rooms Growth and EBITDA, TSR modifier, and 3× salary ownership requirement—supports long-term value creation focus .
- Retention risk contained: staggered 4-year RSU/SAR vesting and 3-year PSU cycles plus double-trigger CIC provisions incentivize tenure through performance periods .
- Trading signals: monitor annual March 16 vesting events and PSU settlements (2023–2025 and 2024–2026 cycles) for incremental share supply; recent SAR exercises/vesting suggest periodic liquidity events .
- Pay governance: 99.7% say-on-pay support and no tax gross-ups or single-trigger acceleration indicate low governance overhang .