Christopher J. Nassetta
Hilton Worldwide HoldingsAbout Christopher J. Nassetta
Christopher J. Nassetta (age 62) has been President & Chief Executive Officer of Hilton since December 2007 and a director since that time; he holds a Finance degree from the University of Virginia’s McIntire School of Commerce . Under his leadership, Hilton delivered strong long-term performance: 5-year TSR of 125% (stock price rose from $110.91 to $247.16 over the period) and returned $3.0B to shareholders in 2024 via buybacks and dividends . 2024 operating highlights included Net Income of $1,539M, Adjusted EBITDA of $3,429M (+11% YoY), 2.7% RevPAR growth, record development activity, and strategic brand/partnership additions (NoMad, Graduate, SLH, AutoCamp) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Host Hotels & Resorts | President & CEO | 2000–2007 | Led a major lodging REIT; deepened real estate/operations expertise before joining Hilton . |
| Host Hotels & Resorts | EVP; COO | 1995–1997 (EVP); 1997 (COO) | Built operating platform and development pipeline at a leading hotel owner . |
| Bailey Capital Corporation | Co‑Founder | 1991–1995 | Real estate investment/advisory founder role; deal and capital allocation experience . |
| The Oliver Carr Company | Chief Development Officer (after 7 years with firm) | Pre‑1991 | Oversaw development at a large mid‑Atlantic commercial real estate company . |
External Roles
| Organization | Role / Committee | Status |
|---|---|---|
| CoStar Group, Inc. | Director; Nominating & Corporate Governance Committee; Compensation Committee | Current . |
| UVA McIntire School of Commerce | Advisory Board Member | Current . |
| U.S. Travel Association | Former Chair | Former . |
| The Real Estate Roundtable | Member; Past Chairman | Current/Former . |
| World Travel & Tourism Council | Former Chairman & Executive Committee member | Former . |
| Economic Club of Washington; Federal City Council; Arlington Free Clinic | Member / service roles | Current/Former . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,300,000 | 1,300,000 | 1,300,000 |
| Target Annual Bonus (% of Salary) | — | — | 200% (raised in 2024) |
| Actual Annual Incentive ($) | 3,412,500 | 2,776,998 | 3,221,400 |
Notes:
- CEO target bonus increased to 200% of base salary in 2024; the 2024 annual incentive paid at 124% of target (123% for Adjusted EBITDA, 125% for business/organizational objectives) .
Performance Compensation
LTI structure and metrics
- Mix: PSUs 50% (3-year cliff), RSUs 25% (ratable over 2 years), Stock Options 25% (ratable over 3 years) .
- 2024 PSU metrics (equal weight): Adjusted EBITDA (final-year), Free Cash Flow/share (final-year), Net Unit Growth CAGR (3-year), RevPAR Index Growth (final-year) .
2022 PSU outcomes (certified Feb 2025)
| Metric (2022 grant) | Weight | Threshold (50%) | Target (100%) | Max (200%) | Payout |
|---|---|---|---|---|---|
| Adjusted EBITDA | 25% | — | — | — | 191% |
| FCF per Share | 25% | — | — | — | 200% |
| NUG CAGR | 25% | — | — | — | 140% |
| RPI Growth | 25% | — | — | — | 80% (targets withheld to avoid competitive harm) |
| Total Payout | 100% | — | — | — | 153% |
2024 Annual Cash Incentive framework (CEO)
| Category | Weight | 2024 Performance/Payout |
|---|---|---|
| Financial (Adjusted EBITDA) | 50% | $3,429M achieved = 102% of target; 123% payout . |
| Business Area & Organizational Strength (KSP-aligned metrics) | 50% | 125% payout; included quantitative customer, network, performance, and culture measures . |
| Total Annual Incentive Payout | — | 124% of target . |
Equity Ownership & Alignment
- Beneficial ownership: 4,634,712 shares (≈1.9% of outstanding). Includes 2,645,561 shares held in a revocable trust and 801,716 shares held by Harwood Road LLC (family trusts hold economic interests); also includes 1,118,768 shares underlying vested options .
- Executive ownership policy: CEO must hold 8x base salary; all NEOs currently satisfy requirements .
- Pledging/hedging: Prohibited under Insider Trading Policy (no margin purchases or pledging; no short sales or derivatives) .
- 2024 equity deliveries/exercises: 126,392 shares vested ($29.81M value); 74,977 options exercised ($11.12M value realized) .
Outstanding equity (as of 12/31/2024) – key items
| Grant | Type | Status/Count | Price/Value | Expiration/Notes |
|---|---|---|---|---|
| 2/28/2024 | Options | 81,052 unexercisable | $203.96 strike | 2/28/2034 |
| 2/28/2024 | RSUs | 28,314 unvested | $6,998,088 market value | Ratable over 2 yrs |
| 2/28/2024 | PSUs | 70,785 target unearned | $17,495,221 market value | 3-year cliff (2024–2026) |
| 3/2/2023 | Options | 34,642 exercisable; 69,285 unexercisable | $146.19 strike | 3/2/2033 |
| 3/2/2023 | RSUs | 18,597 unvested | $4,596,435 market value | Ratable over 2 yrs |
| 3/2/2023 | PSUs | 130,181 target unearned | $32,175,536 market value | 3-year cliff (2023–2025) |
Vesting and treatment provisions
- RSUs vest ratably over 2 years; Options vest ratably over 3 years; PSUs cliff vest after 3 years .
- Double-trigger change-in-control for equity acceleration; retirement/death/disability provisions include pro-ration or immediate vest at target as applicable .
Employment Terms
- Executive Severance Plan: If terminated without cause or for good reason, CEO receives 2.99× (salary + target bonus) lump sum (≈$11.661M based on $1.3M salary and $2.6M target bonus), plus benefits/outplacement; same multiple upon qualifying termination within 12 months after a change in control (double trigger) .
- Potential payout sensitivities (as of 12/31/2024):
- Qualifying termination (no CIC): $11.93M total (cash severance $11.661M; benefits/outplacement/other) .
- Qualifying termination within 12 months post‑CIC: $73.47M total (includes $61.54M equity acceleration) .
- Death/Disability: $53.98M total (includes $51.23M equity) .
- Restrictive covenants: 12‑month non‑compete and non‑solicit post‑termination; clawback applies to incentive comp .
- Perquisites: Company-paid personal/business use of aircraft (company preference for security/efficiency), complimentary stays at company-branded hotels, annual physical, identity theft protection; 2024 aircraft incremental cost $281,430 and hotel travel perqs $37,862 for CEO .
- No tax gross‑ups; no option repricing; hedging/pledging prohibited .
Board Governance (Director Service, Committees, Independence)
- Director since 2007; not independent (as CEO). Hilton separates Chair (Non‑Executive Chair: Jonathan D. Gray) and CEO roles; Douglas M. Steenland serves as Lead Independent Director .
- Committee structure: Audit (Chair: Charlene Begley), Compensation (Chair: Judith McHale; Ms. Healey to assume chair upon McHale’s retirement), Governance (Chair: Elizabeth Smith); committees comprised entirely of independent directors .
- Board/committee attendance: In 2024, each director nominee attended at least 85% of meetings; Board met 5x .
- Executive sessions of independent directors held regularly; at least one private session annually .
- CEO receives no additional pay for Hilton board service (director compensation applies to non‑employee directors only) .
- External directorship: CoStar Group board (Nominating & Corporate Governance; Compensation committees) .
Director Compensation (context for dual role)
- Non‑employee director program: $100,000 cash retainer; $235,000 annual equity (DSUs); committee chair retainers (Audit $35k; Comp $30k; Gov $25k); Lead Independent Director retainer $75k; travel perqs available; CEO receives no separate director compensation .
Compensation Committee & Say‑on‑Pay
- Compensation Committee uses independent consultant Exequity (no conflicts) for peer benchmarking and program design; 2024 peer group includes Marriott, Hyatt, Booking, Expedia, Royal Caribbean, Disney, Starbucks, Nike, McDonald’s, United Airlines, etc. .
- 2024 Say‑on‑Pay support: ~92% of votes cast approved 2023 NEO compensation .
Related‑Party, Legal, and Risk Controls
- Related‑person transactions require Audit Committee approval under a formal policy; directors recuse when interested .
- No material litigation requiring indemnification involving directors/officers/employees at time of proxy .
- Clawback policy updated per SEC/NYSE rules; prohibits pledging/hedging; robust stock ownership guidelines (CEO 8× salary) .
Performance & Track Record (selected)
| Metric | 2024 Result | Notes |
|---|---|---|
| Net Income ($M) | 1,539 | 2024 full-year . |
| Adjusted EBITDA ($M) | 3,429 | +11% YoY; key comp metric . |
| RevPAR Growth | +2.7% | 2024, comparable system‑wide . |
| 5‑Year TSR | 125% | Dec 31, 2019 → Dec 31, 2024 . |
| Stock Price (5‑yr) | $110.91 → $247.16 | Start/end of 5‑year period . |
| Capital Returned ($B) | 3.0 | 2024 buybacks + dividends . |
| Development | ~100k rooms added; 7.3% net unit growth | Record signings/openings; APAC milestone . |
Investment Implications
- Alignment: Very high equity orientation (≈85% of CEO target comp in equity; 50% PSUs tied to EBITDA, FCF/share, NUG CAGR, RPI) and sizable beneficial ownership (~1.9% of shares) support pay‑for‑performance and long-term alignment; pledging/hedging prohibited and ownership guidelines met .
- Vesting/supply dynamics: Meaningful scheduled vesting windows (RSUs over 2 years; options over 3 years with March cycles) and PSU cliffs (2023 grant through 2025; 2024 grant through 2026) could create periodic insider selling pressure; 2024 realized value on vested shares/options was substantial, and many option tranches remain in‑the‑money at 12/31/24 price levels .
- Retention/transition risk: Strong severance economics (2.99× salary+target bonus; double‑trigger equity on CIC) and 12‑month non‑compete mitigate abrupt departure risk but represent sizeable CIC overhang (CEO estimated CIC‑related package ~$73.5M as of 12/31/24) .
- Governance: Separation of Chair/CEO and a strong Lead Independent Director, independent committees, rigorous clawback and no repricing/gross‑ups are shareholder‑friendly; 92% Say‑on‑Pay support reduces governance-driven risk premia .
- Execution: PSU outperformance on EBITDA and FCF/share (153% 2022 PSU payout) plus resilient fee‑based model and development momentum are positive signals; watch macro travel cycle, RevPAR trajectory, and cadence of option exercises/10b5‑1 activity around vesting dates for tactical trading .