Bella Goren
MARRIOTT INTERNATIONAL INC /MD/About Bella Goren
Independent director aged 65; joined Marriott’s board in 2022. She serves as Audit Committee Chair and is a member of the Nominating and Corporate Governance Committee; designated an Audit Committee Financial Expert. Former CFO of American Airlines, Inc. and AMR Corporation (2010–2013), bringing deep financial expertise and global travel industry experience. Current public board: GE Aerospace; prior five-year public boards: Gap, Inc. and LyondellBasell Industries .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Airlines, Inc. & AMR Corporation | Chief Financial Officer | 2010–2013 | Led finance, investor relations, human resources, revenue management, and marketing; large-scale operations oversight . |
| American Airlines | SVP, Customer Relationship Marketing | 2006–2010 | Led loyalty programs, technology/data analytics, and customer service organizations . |
| AMR Services | President | Not disclosed | Progression through finance and global operational roles . |
| American Airlines | VP, Interactive Marketing; VP, Asia Pacific Operations; VP, Customer Services Planning | Not disclosed | Global strategy implementation and operational leadership . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GE Aerospace | Director | Current | Public company directorship . |
| Gap, Inc. | Director | Past 5 years | Public company directorship . |
| LyondellBasell Industries | Director | Past 5 years | Public company directorship . |
| MassMutual Financial Group | Board of Directors | Current | Private mutual company board . |
| SMU Lyle School of Engineering | Executive Board Member | Current | Academic governance role . |
| UT Austin Cockrell School of Engineering | Advisory Board Member | Current | Academic advisory role . |
Board Governance
- Independence: Independent director; compliant with governance limits on total public boards and audit committee memberships; all members of Audit, HRCC, and NCGC are independent; Goren, Henderson, and Lewis designated Audit Committee Financial Experts .
- Committee assignments: Audit (Chair), Nominating and Corporate Governance (Member) .
- Audit Committee activity: 7 meetings held in FY2024; oversight includes accounting, internal control, external auditor, internal audit, related party transactions, compliance, risk management (including safety/security), and derivatives policy .
- Attendance: Board met 4 times in FY2024; no current director or nominee attended fewer than 75% of Board and committee meetings; all 12 nominees attended the 2024 annual meeting .
- Stakeholder engagement: Stockholders may communicate with the Audit Committee and non-employee directors via [email protected] or mail; Board directs procedures and retains advisors as needed .
- Audit Committee report: Approved inclusion of audited FY2024 financials in Form 10-K; confirmed auditor independence communications per PCAOB/SEC requirements .
Fixed Compensation
| Component | Detail | 2024 Amount (USD) |
|---|---|---|
| Board retainer (cash) | Annual cash retainer | $100,000 . |
| Audit Committee Chair fee (cash) | Annual chair fee | $35,000 . |
| Cash fees total | Fees earned or paid in cash | $135,000 . |
| All Other Compensation | Perquisites and Company contributions to EDC where applicable | $22,892 . |
| Director compensation policy | Targeted at 50th percentile vs cross-industry surveys and custom peer group; quarterly retainer payments; deferral options via Stock Plans and EDC | Policy summary (no dollar value) . |
Notes:
- Directors may elect to defer cash fees into stock units under Stock Plans and/or EDC; or elect SARs in lieu of cash with 10-year term and grant-date FMV exercise price .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant FMV/Price | Vesting/Performance | Distribution |
|---|---|---|---|---|---|
| Deferred Share Award (DS) | May 13, 2024 | 837 shares | $200,010 grant-date fair value; $238.96 per-share (avg high/low) | Vests daily pro‑rata over the director’s term; no performance conditions; no dividend equivalents or voting until distribution | Lump sum after separation unless elected for 1-year post-grant or 1–10 annual installments . |
No director PSUs or performance metrics apply to non-employee director equity grants; awards are time-based to align with service periods .
Other Directorships & Interlocks
| Company | Relationship to MAR business | Potential Interlock/Conflict Assessment |
|---|---|---|
| GE Aerospace | Aerospace OEM | No direct lodging conflict; standard cross-industry directorship . |
| Gap, Inc. | Retail apparel | No direct lodging conflict . |
| LyondellBasell Industries | Chemicals | No direct lodging conflict . |
| MassMutual | Insurance/financial services (mutual) | No direct lodging conflict . |
Related party oversight: Audit Committee reviews/approves related person transactions >$120,000; policy includes predefined limited categories and internal Corporate Growth Committee pre-approval, with criteria for arm’s-length terms .
Audit Committee specifically oversees policies/procedures related to related party transactions and conflicts of interest .
Expertise & Qualifications
- Deep financial expertise and global travel industry background spanning ~30 years; led complex global strategies; finance functions; customer technology and data analytics; loyalty programs; HR; revenue management; investor relations; marketing; and large-scale international operations .
- Strategic and governance experience from service on public, private, and non-profit boards; contributes to Audit leadership and board deliberations .
Equity Ownership
| Holder | Shares Beneficially Owned (as of Mar 1, 2025) | Percent of Class | Vested DS Units | Unvested DS/Units |
|---|---|---|---|---|
| Isabella D. Goren | 3,091 | * | 2,788 | 303 . |
Ownership guidelines: Non-employee directors must hold stock or vested stock units equal to 3x combined annual cash and stock retainers (roughly 9x cash retainer) within five years of joining; must retain 50% of net after-tax shares from equity awards until compliance; all directors with ≥5 years have met the goal .
Hedging/pledging: Directors prohibited from hedging or derivative transactions; independent directors and executive officers prohibited from holding stock in margin accounts and pledging as collateral; no pledging approval requests in 2024 .
Section 16 compliance: All Reporting Persons complied for FY2024 except late filings by David S. Marriott and Deborah M. Harrison due to administrative errors; no late filings noted for Goren .
Governance Assessment
- Board effectiveness: As Audit Committee Chair in a year with 7 Audit meetings, Goren is central to financial reporting oversight, auditor independence, internal controls, compliance, and related-party policy governance—supports investor confidence in audit quality and disclosure integrity .
- Independence and expertise: Independent status with Audit Committee Financial Expert designation strengthens oversight of accounting and controls; governance limits on outside boards/audit committees enforced company-wide .
- Alignment: Standard cash retainer plus time-based DS grants; robust director ownership guidelines and anti-hedging/anti-pledging policies enhance alignment and reduce risk of misaligned incentives .
- Attendance and engagement: No directors below 75% attendance; structured channels for stockholder communications with committees indicate active governance engagement .
- RED FLAGS: None disclosed specific to Goren—no related-party transactions, pledging, hedging, or delinquent Section 16 filings noted; perquisites present but modest (~$22.9k) and disclosed; equity grants are time-based without performance metrics (typical for directors) .