Kevin J. Jacobs
Hilton Worldwide HoldingsAbout Kevin J. Jacobs
Kevin J. Jacobs, 52, is Hilton’s Chief Financial Officer and President, Global Development, leading Finance, Real Estate, Development, and Architecture & Construction globally. He joined Hilton in 2008, became CFO in 2013, and added Global Development in 2020; he graduated from the Cornell University School of Hotel Administration . For context on enterprise performance under his finance leadership, Hilton delivered 2024 Net Income of $1,539M, Adjusted EBITDA of $3,429M, RevPAR growth of +2.7%, and returned $3.0B to shareholders; 5‑year TSR was 125% (2019–2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Hilton Worldwide Holdings | CFO (2013–present); President, Global Development (2020–present); EVP & Chief of Staff (2012); Treasurer (2009); SVP Corporate Strategy (2008) | 2008–present | Leads finance and global development; oversees real estate and construction; expanded global footprint and capital returns . |
| Fairmont Raffles Hotels International | SVP, M&A and Treasurer | Not disclosed | Corporate finance and M&A leadership at a global hotel group . |
| Host Hotels & Resorts | Corporate Strategy & Investor Relations; ultimately VP | ~7 years (dates not disclosed) | Strategy and investor relations at leading hospitality REIT . |
| PwC; Cushman & Wakefield | Hospitality Consulting; Hospitality Valuation Group | Not disclosed | Advisory and valuation across hospitality assets . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Omega Healthcare Investors, Inc. | Director | Not disclosed | Triple‑net healthcare REIT board member . |
| Cornell University | Trustee; Dean’s Advisory Board, School of Hotel Administration | Not disclosed | Governance and industry engagement . |
| Goodwill of Greater Washington | Chair, Board of Directors | Not disclosed | Community leadership . |
| American Hotel & Lodging Association | Immediate Past Chair, Executive Board Member | Not disclosed | Industry advocacy and policy . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 940,625 | 990,385 | 1,000,000 |
| Target Bonus % of Salary | — | — | 100% (other NEOs) |
| Actual Annual Bonus ($) | 1,543,750 | 1,386,503 | 1,241,200 |
| All Other Compensation ($) | 12,200 | 57,226 | 13,800 |
| Total Compensation ($) | 8,096,327 | 8,933,921 | 9,094,594 |
Performance Compensation
Annual Cash Incentive (2024)
| Component | Weighting | Target | Actual/Payout | Notes |
|---|---|---|---|---|
| Adjusted EBITDA | 40% (other NEOs) | Threshold/Target/Max not disclosed | Actual Adj. EBITDA $3,429M; payout at 123% of target for this component | Primary financial metric; linear payout between thresholds . |
| Business Area & Organizational Strength | 60% (other NEOs) | NEO‑specific objectives (quantitative where feasible) | Assessed at 125% of target; combined total payout 124% | Metrics include NUG, construction starts, development deals, customer and culture KPIs . |
Key 2024 achievements cited for Jacobs:
- Drove free cash flow and investor confidence; returned $3.0B to shareholders; outperformed 1‑yr TSR vs peers and S&P Hotels index; led approvals and construction starts; expanded luxury/lifestyle via Graduate/NoMad, SLH and AutoCamp .
Long‑Term Incentive (LTI) Design and Targets
- Mix: PSUs 50%, RSUs 25% (2‑year ratable vest), Stock Options 25% (3‑year ratable vest) .
- 2024 Target LTI: $6,840,000 for Jacobs .
- 2024 PSU Metrics (equal weights): Adjusted EBITDA (final‑year), FCF per share (final‑year), Net Unit Growth CAGR (3‑year), RevPAR Index Growth (final‑year), 0–200% payout range; cliff vest after 3 years (2024–2026) .
Payout of 2022 PSUs (certified Feb 2025): 153% of target; component outcomes: Adjusted EBITDA 191%, FCF/share 200%, NUG CAGR 140%, RPI Growth 80% .
2024 Equity Grants (February 28, 2024)
| Award | Shares/Options | Grant-date FV ($) | Exercise Price | Vesting |
|---|---|---|---|---|
| RSUs | 8,383 | 1,709,797 | — | 50% per year over 2 years; first vest ~Mar 3 following grant (5) |
| Stock Options | 24,000 | 1,710,000 | $203.96 | 1/3 per year over 3 years; starting ~Mar 3 following grant; expire 2/28/2034 (1) |
| PSUs (target) | 16,767 | 3,419,797 | — | Cliff vest after 3‑year period (2024–2026), 0–200% payout |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 442,736 shares; includes 99,134 in grantor retained annuity trusts (Jacobs trustee) and 35,863 in trust (spouse trustee); <1% of shares outstanding . |
| Vested options | 126,570 shares underlying vested options (4). |
| Unvested options | 53,830 unexercisable options outstanding (9,124 from 2022 grant; 20,706 from 2023; 24,000 from 2024), strike prices $150.67–$203.96, expiring 2032–2034 . |
| Unvested RSUs | 5,558 (2023 grant; MV $1,373,715) and 8,383 (2024 grant; MV $2,071,942) as of 12/31/2024 . |
| Unearned PSUs | 38,905 (2023 cycle; payout value $9,615,760) and 20,961 (2024 cycle; payout value $5,180,721) as of 12/31/2024; final outcomes TBD . |
| Year‑end stock price | $247.16 on 12/31/2024 (NYE close used for valuations in tables) (3). |
| Ownership guidelines | Executives must own 3x base salary; all NEOs currently meet requirements . |
| Pledging/hedging | Prohibited by insider trading policy; no pledging permitted . |
2024 vested/realized activity:
- Shares acquired on vesting: 38,589; value realized $9,106,274; no option exercises reported for Jacobs in 2024 .
Employment Terms
| Provision | Terms for Kevin J. Jacobs |
|---|---|
| Employment agreement | No individual employment agreement (U.S. NEOs generally do not have employment contracts) . |
| Severance plan (non‑CIC) | 2.0x (base salary + target annual bonus) lump sum upon qualifying termination; for Jacobs: $4,000,000 cash plus 12 months benefits continuation ($44,479 est.), outplacement ($30,000), accrued vacation ($115,385) . |
| Change‑in‑control (CIC) | Double trigger required; cash severance same multiple; unvested equity vests per plan (PSUs based on actual through most recent quarter or Committee determination; RSUs/options accelerate) (3). Total estimated CIC package (as of 12/31/2024): $22,535,228 (includes $18,345,364 equity acceleration) . |
| Death/Disability | Estimated: $16,380,394 (including $15,265,009 equity) plus separate life insurance benefit of $2,387,000 payable to beneficiaries (2). |
| Restrictive covenants | 12‑month post‑termination non‑compete and non‑solicit; trade secrets/confidentiality/non‑disparagement (indefinite) tied to awards/severance . |
| Clawback | Policy updated for SEC/NYSE rules; recovery of erroneous incentive compensation on financial restatement . |
| Tax gross‑ups | None; company states it does not provide tax gross‑ups . |
| Perquisites | Minimal for Jacobs; 401(k) match $13,800; no personal aircraft use reported . |
| Deferred comp/pension | No EDCP balance; not a participant in defined benefit plans . |
Compensation Structure Summary (pay‑for‑performance levers)
- Mix skews to at‑risk equity: PSUs (50%), options (25%), RSUs (25%) with multi‑year vesting; Jacobs’ 2024 LTI target rose to $6.84M (+5.2% YoY), while base salary remained $1.0M; target bonus at 100% of salary .
- Annual bonus ties 40% to Adjusted EBITDA and 60% to business/organizational metrics; 2024 payout at 124% of target on 102% Adj. EBITDA achievement and strong KSP execution .
- PSUs focus on profitable growth and network expansion (Adjusted EBITDA, FCF/share, Net Unit Growth CAGR, RPI Growth); 2022 PSU cycle paid at 153% on above‑target performance .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval: ~92% of votes cast supported NEO compensation; company engaged holders of >57% of outstanding shares in the off‑season .
- Independent compensation consultant (Exequity) with no other company relationships; peer group maintained (17 hospitality/travel/consumer peers) .
Investment Implications
- Alignment: High equity/equity‑performance mix, stock ownership requirements (3x salary), and anti‑pledging/anti‑hedging policies align Jacobs’ incentives with shareholder value; clawback and double‑trigger CIC reduce governance risk .
- Vesting/supply dynamics: RSUs (two‑year ratable) and options (three‑year ratable) create predictable vesting; PSUs cliff in 2026. As of 12/31/2024, substantial unearned PSUs and unvested awards are outstanding; options struck at $203.96 (2024) and lower are in‑the‑money vs $247.16 YE price, implying potential future exercise/settlement flow subject to trading windows (3).
- Retention and transition risk: Severance/CIC terms (2.0x cash; equity treatment) and 12‑month non‑compete/non‑solicit provide retention/continuity but imply ~$22.5M CIC cost if terminated post‑transaction, a manageable level for a large‑cap platform given value creation track record .
- Execution track record: As CFO and head of development, Jacobs’ objectives tied to FCF, capital returns ($3.0B in 2024), network growth, and luxury/lifestyle expansion were highlighted as key achievements—consistent with the compensation plan’s emphasis on Adj. EBITDA, FCF/share, and NUG .
Appendix
2024 Outstanding Equity (detail as of 12/31/2024)
| Category | Count/Value |
|---|---|
| Options – Unexercisable | 9,124 (2022 grant); 20,706 (2023); 24,000 (2024) |
| RSUs – Unvested | 5,558 (MV $1,373,715); 8,383 (MV $2,071,942) |
| PSUs – Unearned | 38,905 (payout value $9,615,760); 20,961 (payout value $5,180,721) |
| Reference stock price | $247.16 (12/31/2024) (3) |
Executive Compensation Peer Group (reference)
Hyatt; Marriott; Wyndham; Booking; Carnival; Expedia; Las Vegas Sands; MGM; Royal Caribbean; United Airlines; Wynn; Capital One; McDonald’s; NIKE; Starbucks; Disney; Yum! Brands .