Marissa A. Mayer

About Marissa A. Mayer

Marissa A. Mayer, 49, is Hilton’s new director nominee for election at the May 14, 2025 Annual Meeting; the Board has affirmatively determined she is independent under NYSE and company guidelines. She is CEO of Sunshine Products (since 2018) and previously served as CEO, President, and director of Yahoo! (2012–2017) after 13 years at Google in senior product leadership roles; she holds a B.S. in Symbolic Systems (AI concentration) and an M.S. in Computer Science (AI) from Stanford. Her qualifications emphasize technology and consumer internet leadership, senior executive experience, and human capital management.

Past Roles

External Roles

Board Governance

• Independence: Board affirmatively determined Mayer is independent under Corporate Governance Guidelines and NYSE rules; all Board committees are fully independent.
• Committee assignment at Hilton: Upon Ms. McHale’s retirement at the 2025 Annual Meeting, Ms. Healey will chair Compensation and Ms. Mayer will join the Compensation Committee.
• Board leadership: Lead Independent Director is Douglas M. Steenland; Non‑Executive Chair is Jonathan D. Gray; CEO and Chair roles are separated.
• Meetings and attendance: In 2024, Board held 5 meetings; Audit 7; Compensation 4; Governance 4. Each director nominee attended at least 85% of meetings of the Board and committees on which they served; all directors attended the 2024 Annual Meeting. (Mayer is a new nominee and her attendance will be tracked post‑election.)

Fixed Compensation

• Program change: Beginning from the 2024 Annual Meeting, the Board increased the annual equity award by $35,000 and committee chair retainers by $5,000 to align director pay with peers, with input from an independent consultant.

• Other benefits/perquisites: Directors reimbursed for travel to meetings; personal travel perquisite at company‑branded hotels for directors and family; retiree benefit (≥7 years service) includes up to 30 nights annually (cap currently $20,000), concierge services, Team Member discount, lifetime Diamond status; program may be amended/discontinued.

Performance Compensation

• Directors do not receive performance‑conditioned PSUs or cash bonuses tied to operating metrics; equity awards are time‑vested DSUs as above.

Other Directorships & Interlocks

• Overboarding controls: Hilton guidelines include limits on number of directorships to prevent overboarding; Board oversees rotation, education, and refreshment.

Expertise & Qualifications

• Technology and consumer internet leadership (Google, Yahoo; AI focus) and senior executive experience; human capital management focus.
• Education: B.S. in Symbolic Systems (AI) and M.S. in Computer Science (AI), Stanford University.
• Identified by Governance Committee with assistance of a third‑party search firm; selection criteria emphasized complementary Board skill mix.

Equity Ownership

• Director stock ownership policy: Non‑employee directors must own Hilton stock equal to 5x regular annual cash retainer; expected compliance within five years from the later of December 11, 2013 or the date becoming subject to the policy. Other than the newest director nominee, all non‑employee directors currently satisfy the requirement (based on common stock and fully vested DSUs).
• Hedging/pledging prohibited: Insider Trading Policy forbids pledging, hedging, short sales, or margin purchases by officers and directors.
• Indemnification: Hilton maintains indemnification agreements with directors to the fullest extent permitted by Delaware law.

Governance Assessment

• Board effectiveness: Mayer adds deep technology, AI, and consumer product expertise to a hospitality‑focused Board; independence affirmed; planned Compensation Committee membership reinforces human capital expertise at Hilton.

• Alignment: Director pay mix combines fixed cash with DSUs fully vested at grant; stock ownership guideline at 5x cash retainer promotes alignment though, as a new nominee with zero holdings reported as of March 21, 2025, initial “skin‑in‑the‑game” is limited until DSUs grant/settle and guideline is met within five years.

• Compensation governance: Director program modestly increased for 2024 with independent consultant input; outside consultant (Exequity) engaged since 2012 with no conflicts, aligning with best practices.

• Risk controls: Strong policies on related‑party transaction review (Audit Committee approval), clawback for executive incentives per SEC/NYSE rules, and prohibition of hedging/pledging. No related‑party transactions disclosed involving Mayer.

• Shareholder sentiment: Say‑on‑pay (executive compensation) received ~92% approval in May 2024, indicating broad investor support for Hilton’s pay governance framework.

• RED FLAGS to monitor:

  • Multiple public boards (Walmart, AT&T, Nextdoor) plus CEO of a technology startup may raise time‑commitment concerns; Hilton’s governance guidelines include overboarding limits and independence determinations are reviewed annually.
  • Initial ownership: zero beneficial ownership as of March 21, 2025; directors are expected to meet the 5x retainer guideline within five years.

• Positive signals:

  • Clear independence determination; robust committee structure with fully independent committees; regular executive sessions and evaluations led by the Lead Independent Director.
  • Transparent director compensation program with modest, peer‑aligned increases and equity delivered via DSUs.