Aylwin Lewis
MARRIOTT INTERNATIONAL INC /MD/About Aylwin B. Lewis
Independent director of Marriott International since 2016. Age 70 as of the 2025 Annual Meeting. Former Chairman, CEO and President of Potbelly; prior CEO of Sears Holdings and Kmart, and senior operating executive at Yum! Brands. Education: MBA in Human Resources Management (Houston Baptist University); BS in Hotel & Restaurant Management and BA in English (University of Houston) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Potbelly Corporation | Chairman, CEO and President | 2008 – 2017 | Led brand and growth strategy |
| Sears Holdings Corporation | President and CEO | 2005 – 2008 | Led post-merger retail operations (Sears/Kmart) |
| Kmart Holding Corporation | President and CEO | 2004 – 2005 | Turnaround leadership pre Sears merger |
| Yum! Brands, Inc. | Chief Multi-Branding & Operating Officer; COO; COO Pizza Hut | 1996 – 2004 (various) | Multi-brand operating excellence and franchising expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Chefs’ Warehouse, Inc. | Director | Current | Public company board |
| Voya Financial, Inc. | Director | Current | Public company board |
| Caliber Collison | Board Member | Current | Other activities (private) |
| Starwood Hotels & Resorts | Director | Prior | Prior hospitality board experience (date not specified) |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined Mr. Lewis is independent (Feb 2025 annual review) |
| Committees | Human Resources & Compensation (Chair); Audit (Member); Nominating & Corporate Governance (Member) |
| Audit Committee Financial Expert | Designated as an audit committee financial expert under SEC rules |
| 2024 Board Meetings | Board met 4 times; no director attended <75% of applicable meetings; all 2024 nominees attended the 2024 annual meeting |
| Committee Meetings 2024 | Audit: 7; HRCC: 5; Nominating & Corporate Governance: 4 |
| Executive Sessions | Independent and non-employee directors met 4 times without management; independent directors met privately 5 times |
Fixed Compensation
Program structure (approved May 2024):
- Annual cash retainer: $100,000
- Deferred Share Award (equity): $200,000 grant date fair value
- Lead Independent Director fee: $60,000
- Audit Committee Chair fee: $35,000
- Other Committee Chair fee: $25,000
- Audit Committee member retainer: $20,000
2024 actual director compensation (Aylwin B. Lewis):
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 145,000 |
| Stock Awards (Deferred Share Award) | 200,010 |
| All Other Compensation (perqs/EDC etc.) | 19,429 |
| Total | 364,439 |
Notes:
- Directors may defer cash fees into stock units and/or an Executive Deferred Compensation Plan (EDC); SARs may be elected in lieu of cash retainer; EDC contributions (including any Company discretionary match) and perquisites are included in “All Other Compensation” .
Performance Compensation
Marriott does not grant performance-conditioned equity to non-employee directors. Equity is delivered via Deferred Share Awards with service-based vesting; directors may also elect SARs in lieu of cash for retainer fees.
| Element | Metric/Conditions | Vesting/Terms |
|---|---|---|
| Deferred Share Award (2024) | Not performance-based | Vests on a daily pro-rata basis over the term ending at the next annual meeting; distributed in stock post-service or per prior election; no dividend equivalents; no voting rights until distribution |
| Stock Appreciation Rights (optional in lieu of cash) | Not performance-based | Exercise price = grant date fair market value; 10-year term; fully vested; exercisable after one year or earlier on death/disability |
Other Directorships & Interlocks
| Company | Type | Interlock/Conflict Notes |
|---|---|---|
| The Chefs’ Warehouse, Inc. | Public | None disclosed with Marriott customers/suppliers |
| Voya Financial, Inc. | Public | None disclosed |
| Starwood Hotels & Resorts | Prior public | Prior industry experience; no current interlock |
- Governance Principles bar compensation-committee interlocks and outline independence thresholds; Board affirmed Mr. Lewis’s independence and found no relationship impairing independent judgment .
Expertise & Qualifications
- Senior leadership of large, complex consumer and franchised businesses (Yum!, Kmart/Sears, Potbelly), with branding, marketing, franchising, and growth expertise; hospitality board experience via Starwood .
- MBA (HR Management) – Houston Baptist; BS (Hotel & Restaurant Management) and BA (English) – University of Houston .
- Audit Committee financial expert designation .
Equity Ownership
| Category | Detail |
|---|---|
| Beneficial Ownership (as of Mar 1, 2025) | 20,855 shares; percent of class shown as “*” in proxy (less than 1%) |
| Director Stock Units (end of 2024) | Deferred Share Units: Unvested 303; Vested 11,485 |
| Options/SARs | None shown for Mr. Lewis (table lists SARs only for Mr. Rozanski) |
| Pledged Shares | None; company states no current director or executive officer (other than certain Marriott family footnotes) has pledged shares |
| Hedging/Pledging Policy | Hedging prohibited; independent directors prohibited from pledging; no requests for pledging approval in 2024 |
| Director Ownership Guidelines | Must own stock/vested units equal to 3x combined annual cash + stock retainers (~9x cash retainer) within 5 years; retain 50% of net after-tax shares until met; all non-employee directors with 5+ years have met the goal |
Say-on-Pay & Shareholder Voting Signals (2025)
- Director election results (Aylwin B. Lewis): For 2,051,986,707; Against 39,337,251; Abstain 4,596,410; Broker Non-Votes 376,503,044 .
- Advisory “Say-on-Pay” vote: For 1,933,251,725; Against 156,401,118; Abstain 6,267,525; Broker Non-Votes 376,503,044 .
Related-Party and Conflicts Review
- Related-party transaction disclosures primarily involve Marriott family entities; no transactions involving Mr. Lewis are disclosed in the related person section .
- Audit Committee oversees related-party policy and reviews approvals; policy thresholds and deemed-approved categories detailed in proxy .
- Insider trading policy and procedures summarized; no delinquent Section 16 filings indicated for Mr. Lewis in 2024 (late filings noted for David S. Marriott and Deborah M. Harrison) .
Governance Assessment
- Strengths for investor confidence:
- Independent director; chairs the HRCC (key for pay governance) and serves on Audit and Nominating & Corporate Governance; designated audit committee financial expert, supporting board effectiveness in financial oversight .
- Strong shareholder support in 2025 director election; Say-on-Pay passed with substantial for votes, indicating general investor alignment on compensation governance overseen by HRCC .
- Robust attendance disclosure (no director below 75%); regular executive sessions; committee cadence suggests active oversight .
- Ownership alignment via rigorous director ownership guidelines; hedging and pledging prohibited for independent directors; no pledging by Mr. Lewis .
- Director compensation structure balanced (cash retainer + equity DSUs), aligned to market 50th percentile; no performance-risky features for directors; ability to defer promotes alignment .
- Potential concerns to monitor:
- None specific to Mr. Lewis disclosed; broader related-party arrangements relate to Marriott family entities, not Mr. Lewis .
RED FLAGS: None identified for Mr. Lewis in 2024–2025 disclosures (no related-party transactions; no pledging; strong vote support; independence affirmed) .