Thomas Pritzker
Hyatt HotelsAbout Thomas J. Pritzker
Thomas J. Pritzker (age 74) is Executive Chairman of Hyatt Hotels Corporation, serving on the Board since 2004 and as Executive Chairman since August 2004; he was CEO from 2004–2006 and earlier served as President of Hyatt Corporation (appointed 1980) and Chairman/CEO of Hyatt Corporation (1999–2006) . Hyatt’s 2024 performance (for pay-versus-performance disclosure) showed TSR of $176.80 on a $100 initial investment vs. peer TSR of $172.51, Net Income of $1,296 million, and Adjusted Compensation EBITDA of $1,189 million, underscoring strong profitability and stockholder returns used in compensation alignment analyses . As Executive Chairman, his pay design excludes an annual bonus and is concentrated in stock appreciation rights (SARs), aligning outcomes with long-term stock performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hyatt Hotels Corporation | Executive Chairman | 2004–present | Board leadership; strategy, owner/developer relationships; former CEO continuity . |
| Hyatt Hotels Corporation | Chief Executive Officer | 2004–2006 | Led corporate transition post-IPO era; operational leadership . |
| Hyatt Corporation | President | Appointed 1980 | Senior leadership of legacy operating company . |
| Hyatt Corporation | Chairman and CEO | 1999–2006 | Oversight of brand and operations prior to corporate structure changes . |
| Marmon Holdings, Inc. | Chairman | Until Mar 2014 | Industrial conglomerate leadership experience . |
| Royal Caribbean Cruises Ltd. | Director | Until May 2020 | Industry adjacency and global travel insights . |
| TransUnion Corp. | Director | Until June 2010 | Public company governance and data/credit experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Pritzker Organization (TPO) | Executive Chairman | Ongoing | Principal financial/investment advisor to Pritzker family interests . |
| Center for Strategic & International Studies (CSIS) | Chairman, Board of Trustees | Ongoing | Global policy and geopolitical perspective . |
| The Pritzker Foundation | Director and Vice President | Ongoing | Philanthropic leadership . |
| Pritzker Family Philanthropic Fund | Director and President | Ongoing | Philanthropy governance . |
| The Hyatt Foundation (Pritzker Architecture Prize) | Director, Chairman and President | Ongoing | Global brand and cultural capital via architecture prize . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 617,000 | 632,417 | 655,444 |
| Annual Bonus | Not eligible under EIP per letter agreement | Not eligible | Not eligible |
| All Other Compensation ($) | 18,631 | 17,873 | 17,877 |
| Total Compensation ($) | 6,135,597 | 6,650,271 | 6,873,321 |
Additional 2024 perquisites/benefits: 401(k) match $4,964; Deferred Compensation Plan (DCP) match $12,000; life/disability premiums $913 .
Performance Compensation
| Equity Award | Grant Date | Type | Number/Value | Exercise/Strike | Vesting |
|---|---|---|---|---|---|
| 2024 LTIP | 3/19/2024 | SARs | $6,200,000; 90,077 SARs | $157.11 | 4 equal annual tranches based on service (retirement/CoC provisions apply) . |
| 2023 LTIP | 3/21/2023 | SARs | $5,999,981; 123,609 SARs | $111.71 | 4 equal annual tranches based on service . |
Notes:
- Mr. Pritzker’s long-term incentives are 100% SARs (no RSUs/PSUs), explicitly to focus on stockholder value creation .
- SARs deliver value only if stock price exceeds grant price; vest annually over 4 years; accelerated/continued vesting governed by retirement/termination/CoC rules .
2024 Company incentive context (for other NEOs): Annual incentive metrics used Adjusted Compensation EBITDA (60%), Strategic Priorities (20%), and IBGs/Discretion (20%); Mr. Pritzker is expressly excluded from EIP .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 3/24/2025) | 749,537 Class A; 20,878,516 Class B; 22.7% of total common; 36.3% of total voting power due to 10 votes/share on Class B . |
| Structure/Control | Pritzker family group subject to voting agreements and transfer limits (Global Hyatt Agreements), reinforcing control; dual‑class structure concentrates votes . |
| Insider Trading/Ownership Policy | Anti‑hedging; pledging generally prohibited except limited pre‑approved cases with demonstrated repayment capacity . No pledging disclosed for Mr. Pritzker. |
| Stock Ownership Guidelines | Executive officer guidelines exclude Mr. Thomas J. Pritzker; directors/NEOs otherwise have guidelines and holding requirements . |
| Outstanding SARs (near-term exercisable) | SARs exercisable/vesting within ~60 days after 3/24/2025 include: 212,967 @ $80.02; 292,226 @ $71.67; 563,063 @ $48.66; 174,337 @ $80.46; 109,386 @ $95.06; 61,084 @ $111.71; 22,519 @ $157.11 . |
| Exercises (liquidity/selling pressure) | 2023: 455,456 SARs exercised, $31,495,495 value realized; 2024: 244,648 SARs exercised, $25,920,315 value realized . |
| Deferred Compensation | 2024 DCP balance $142,515,044; 2024 executive contributions $498,180; plan match $12,000; 2024 aggregate earnings $24,432,597 . |
Employment Terms
- Agreement: Employment letter (effective 1/1/2013) through 12/31/2025 with automatic one-year renewals absent 180-day notice .
- Compensation under letter: Base salary (2024: $656,000), annual LTIP equity (2024 target $6.2 million SARs); not eligible for annual EIP bonus .
- Severance and Change-in-Control (double-trigger only for CoC):
- Outside CoC: If terminated without cause (non‑death/disability), cash severance equals 2x (Chairman/CEO) base salary + 3‑year average bonus, plus COBRA differential; paid over severance period .
- Within 24 months post‑CoC (or within 3 months pre‑CoC for certain NEOs): 2x (base + target bonus) lump sum (if qualifying CoC), pro‑rated target bonus for year of termination, COBRA differential .
- Special Chair provision: Company will use commercially reasonable efforts to maintain Mr. Pritzker as Executive Chairman while on the Board; if not appointed, he may terminate employment and receive severance as if terminated without cause .
Board Governance
- Role: Executive Chairman; not independent (management; family control). Currently also Chair of the Board’s Finance Committee (members: T.J. Pritzker (Chair), McMillan, Kronick, J. Pritzker) .
- Board structure and attendance: Classified board; 12 directors; 8 board meetings in 2024; no incumbent director attended <75% of meetings/committees .
- Leadership: CEO and Chair roles are separated (Exec Chair is Pritzker; CEO is Hoplamazian); no Lead Independent Director designated; nine independent directors serve on the Board .
- Family relationships: His son, Jason Pritzker, is a director; additional Pritzker family entities are significant shareholders with voting agreements .
- Shareholder rights context: A 2025 stockholder proposal sought to eliminate the dual‑class structure; Board recommended against; proposal highlights concentrated voting power and other governance practices (classified board, plurality voting, supermajority thresholds) .
Compensation Structure Analysis
- Mix and changes: Fixed salary increased 3.3% in 2024 ($635k → $656k); long‑term target increased from $6.0m (2023) to $6.2m (2024); 100% of LTI in SARs maintains high pay‑at‑risk tied to stock price .
- No annual cash bonus eligibility: Focus on long‑term and strategic oversight consistent with Executive Chairman mandate .
- Governance features: Clawback policy compliant with NYSE Rule 10D‑1; anti‑hedging and restricted pledging; no single‑trigger CoC acceleration .
- Say‑on‑pay signal: 99.7% support in the prior cycles demonstrates broad investor acceptance of the pay design .
Related Party Transactions
- Aircraft: Hyatt chartered a TPO-owned Gulfstream G600 for business use under policy approved by Mr. Pritzker; 2024 payments to Wingtip Aviation $1,271,708, of which $1,019,280 passed through to TPO (Mr. Pritzker holds an indirect interest) .
- Legal services: $23,195,856 paid to Latham & Watkins LLP in 2024; a partner (Michael A. Pucker) is Mr. Pritzker’s brother-in-law .
- Hotel ownership affiliates: Fees/reimbursements from properties indirectly owned by Geolo Capital LP, affiliated with John A. Pritzker (Mr. Pritzker’s brother) — $4,174,733 fees and $2,269,704 reimbursed costs in 2024 .
- Share repurchases from Pritzker affiliates: 2024 buybacks of Class B shares from Pritzker family trusts/entities: 1.283m shares at $155.96 ($200m); 704,229 at $157.97 ($111m); 1.642m at $152.23 (~$250m) .
Equity and Incentive Activity (Liquidity/Vesting)
| Year | SARs Exercised (Shares) | Value Realized ($) |
|---|---|---|
| 2023 | 455,456 | 31,495,495 |
| 2024 | 244,648 | 25,920,315 |
Vesting policy supports continued vesting for retirees (age+service ≥65, min age 55) under the Retirement Policy, which Mr. Pritzker currently qualifies for; SARs/RSUs continue to vest/pay if policy conditions are met .
Performance & Track Record (Pay Versus Performance data)
| Year | TSR ($100 Basis) | Peer TSR ($) | Net Income ($) | Adjusted Compensation EBITDA ($) |
|---|---|---|---|---|
| 2024 | 176.80 | 172.51 | 1,296,000,000 | 1,189,000,000 |
| 2023 | 146.29 | 137.70 | 220,000,000 | 1,251,000,000 |
| 2022 | 101.06 | 103.07 | 455,000,000 | 1,135,000,000 |
Note: Adjusted Compensation EBITDA is a non-GAAP metric defined in Appendix A of the proxy, incorporating Adjusted EBITDA plus UVC Net Deferrals/Financed Contracts and variable compensation for incentive purposes .
Compensation Peer Group (used for benchmarking)
2024 peer group includes: Boyd Gaming, Brinker, Caesars, Carnival, Darden, Hilton, Host Hotels & Resorts, Las Vegas Sands, Marriott, MGM Resorts, Ralph Lauren (added), Royal Caribbean, Starbucks, Wyndham, Wynn; Yum! Brands removed vs. prior year to align with hospitality/brand focus .
Board Governance Details (Committees)
- Finance Committee: Thomas J. Pritzker (Chair), Cary D. McMillan, Jason Pritzker, Susan D. Kronick; reviews financings, development, capital deployment, stock issuance/buybacks for Board recommendation .
- Audit Committee, Nominating & Governance, and Talent & Compensation described; T&C uses Korn Ferry (no conflicts) and delegates certain LTIP administrative authority (including to Mr. Pritzker for award modifications consistent with grant intent) .
Risk Indicators & Red Flags
- Control/Independence: Dual‑class structure (10:1 votes for Class B) delivering 36.3% voting power to Mr. Pritzker’s beneficial holdings; absence of Lead Independent Director; familial relationships on Board .
- Related Party Transactions: Chartering TPO aircraft; legal fees to relative’s firm; hotel fees with brother’s affiliate; sizeable buybacks from Pritzker affiliates .
- Compensation Governance: Double-trigger CoC, robust clawback, anti-hedging/limited pledging; no single-trigger vesting; no tax gross-ups; say‑on‑pay ~99.7% approval mitigates pay risk perception .
Employment Terms (Severance/CoC and Other Provisions)
| Provision | Terms |
|---|---|
| Term & Renewal | Through 12/31/2025; auto-renew unless 180-day notice . |
| Base & LTI Targets (2024) | $656,000 salary; LTIP target $6.2m SARs; no annual bonus . |
| Severance (no CoC) | 2x (base + 3-yr avg bonus) + COBRA differential, paid in installments . |
| Severance (within 24 mo. after CoC) | 2x (base + target bonus) lump sum (if qualifying CoC), pro‑rated target bonus, COBRA differential; double-trigger required . |
| Exec Chair Maintenance | If not re-appointed Exec Chair while on Board, can resign and receive severance as involuntary termination w/o cause . |
Investment Implications
- Alignment: Extremely high insider ownership and sole reliance on SARs bind outcomes to multiyear stock performance; policy prohibits hedging and largely disallows pledging, reducing misalignment risk .
- Retention: Auto-renewing employment letter, retirement-eligible continued vesting, and large outstanding SARs support retention; Chair “re-appointment” clause provides additional protection for role continuity .
- Supply/Selling Pressure: Significant SARs exercises in 2023–2024 and a large pool of in‑the‑money SARs (across multiple strikes) imply ongoing potential selling pressure as tranches vest/exercise windows open .
- Governance/Control: Dual‑class structure and family voting agreements concentrate control, constraining governance reforms; related‑party transactions and lack of Lead Independent Director are monitoring points for governance-sensitive investors .
- Pay Risk: Conservative features (no single-trigger, clawback, no gross-ups) and strong say‑on‑pay outcomes reduce compensation-structure risk; Mr. Pritzker’s exclusion from annual bonus aligns role with long-term stewardship .