Richard E. Marriott
About Richard E. Marriott
Richard E. Marriott, age 86, is Chairman of the Board of Host Hotels & Resorts and has served on the Board since 1993 (31 years of board tenure), bringing a 59-year history with Host and Marriott International that provides deep lodging industry perspective and institutional knowledge . He is an employee director (not independent) under Nasdaq rules, with the CEO and Chairman the only management directors on a Board where 7 of 9 nominees are independent . His biography highlights prior executive capacities at the company and extensive hospitality leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marriott International, Inc. | Director (prior) | Not disclosed | Lodging manager relationships later deemed related party due to MI ties |
| National Restaurant Association | Past President | Not disclosed | Industry leadership |
| Federal City Council | Previously served on Board | Not disclosed | Civic governance |
| Polynesian Cultural Center | Past Director | Not disclosed | Cultural institution governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Media Corporation | Chairman of the Board | Current | Corporate leadership |
| J. Willard Marriott & Alice S. Marriott Foundation | Chairman & Director | Current | Philanthropic leadership |
| Richard E. & Nancy P. Marriott Foundation | Director | Current | Philanthropic leadership |
| Marriott Foundation for People with Disabilities | President & Trustee | Current | Social impact governance |
| Brigham Young University | National Advisory Council member | Current | Academic advisory role |
Board Governance
- Independence: Not independent; serves as Chairman while CEO and Chairman are the only management directors; 7 of 9 director nominees are independent .
- Leadership structure: Host separates Chairman and CEO, with Gordon H. Smith as Lead Independent Director to provide additional oversight and executive session leadership .
- Committee service: Host’s Audit, Nominating/Governance/Corporate Responsibility (NGCR), and Culture & Compensation Committees are fully independent; management directors (Chairman, CEO) are not committee members .
- Attendance: Board met 4 times in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting; independent directors met in executive session after each quarterly meeting .
- Executive sessions: Led by the Lead Independent Director and held after each quarterly Board meeting in 2024 .
- Stockholder engagement: Robust ESG-focused outreach with 26 investors contacted (~70% O/S) and 11 engaged (~53% O/S) in 2024 .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 396,777 | 396,777 | 396,777 |
| All Other Compensation ($) | 70,334 | 65,106 | 73,814 |
| Total ($) | 849,511 | 987,783 | 931,391 |
2024 “All Other Compensation” breakdown:
- 401(k) match $11,500; discretionary 401(k) match $11,500; Executive Deferred Compensation Plan match $25,407; discretionary Executive Deferred Compensation Plan match $25,407 (total $73,814) .
- Directors who are employees receive no director fees; Mr. Marriott received no director fees in 2024 .
Performance Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Annual Cash Incentive Paid ($) | 382,400 | 525,900 | 460,800 |
2024 Annual Cash Incentive opportunity (Grants table):
- Threshold $148,791; Target $297,583; Maximum $595,166 .
- Host’s annual incentive program is performance-based with company financial metrics (capex cash flow and ROIC) and individual performance used broadly across executives; Mr. Marriott’s actual non-equity incentive paid for 2024 was $460,800 .
No stock award was reported for Mr. Marriott in 2022–2024 (Stock Awards “—” in Summary Compensation Table) .
Recoupment: Host maintains clawback policies (2012 policy for misconduct-related restatements and 2023 Rule 10D-1 policy for erroneous incentive-based compensation) .
Other Directorships & Interlocks
| Company | Type | Current/Prior | Notes |
|---|---|---|---|
| Marriott International, Inc. | Public | Prior Board service | Related-party exposure due to MI management contracts with Host; Mr. Marriott owned ~6.2% of MI common stock as of 12/31/2024; J.W. Marriott, Jr. (brother) is MI Chairman Emeritus . |
| Host Hotels & Resorts | Public | Current (Chairman) | Management director; not independent . |
Related-party transactions (Marriott International):
- 2024 management and franchise fees paid by Host to MI totaled $188 million .
- Typical MI base management fee: ~3% of annual gross revenue; Starwood-branded hotels: 1% base fee plus license fees (5% of room revenue; 2% of F&B revenue) under separate agreements .
Expertise & Qualifications
- Comprehensive knowledge of Host and hospitality industry from decades of executive leadership; Chairman since 1993 .
- Long history of company management and governance in cyclical lodging business .
- Institutional and philanthropic leadership across foundations and media company governance .
Equity Ownership
| Holding | Amount | % of Common/Opu | Notes |
|---|---|---|---|
| Common Shares | 5,411,733 | 0.8% of common | Includes family trust & LP holdings detailed below |
| Operating Partnership Units | 140,296 | 0.8% combined basis | Redeemable into cash or HST shares |
Breakdown of beneficial ownership:
- 537,191 shares held in trust (co-trustee); 76,957 shares held by spouse; 270,427 shares in spouse’s trust; 1,330,610 shares held by a limited partnership (corporate GP controlled by Mr. Marriott) .
- Insider trading policy: prohibits hedging, short sales, options, margin and pledging; executives and directors certify compliance annually; no pledged Host securities by executives or directors .
- Director stock ownership guidelines: Non-employee directors must hold 5× annual cash retainer; employees (CEO/Chairman) have separate requirements (e.g., 6× annual salary for management directors) .
Section 16 compliance:
- Delinquent Section 16(a) Reports: None for 2024 .
Governance Assessment
- Strengths: Separate Chairman/CEO roles; robust Lead Independent Director authority; fully independent committees; frequent executive sessions; strong stockholder engagement; say-on-pay approval of ~93% in 2024 (and ~95% in 2023), indicating support for pay structure .
- Alignment: Significant personal share ownership (0.8% of HST common) and OP units; strict prohibitions on hedging/pledging; executive and director ownership guidelines .
- Risks and RED FLAGS:
- Not independent (management director), limiting committee participation; rely on independent Lead Director/committees for oversight .
- Material related-party exposure with Marriott International: $188M of fees in 2024; Mr. Marriott owned ~6.2% of MI and has familial ties (brother as MI Chairman Emeritus); these are policy-managed but remain a conflict vector requiring sustained Audit/NGCR oversight .
- Long tenure (31 years) can create entrenchment concerns, though Host emphasizes balance of new and experienced directors .
Overall, investor confidence considerations hinge on robust independent oversight (Lead Director and committees), transparent related-party transaction review, and sustained disclosure of MI arrangements and director independence determinations .