David Marriott
MARRIOTT INTERNATIONAL INC /MD/About David S. Marriott
David S. Marriott (age 51) is Chairman of the Board of Marriott International; he joined the Board in 2021 and became Chairman in May 2022. He is not independent due to former employment and family relationships, and currently serves as Chair of the Executive Committee and a member of the Inclusion and Social Impact Committee. Prior to the Board, he held senior operating and sales roles since 1999, including President, U.S. Full Service Managed by Marriott (2018–2021) and Chief Operations Officer, The Americas, Eastern Region (2010–2018). As Chairman, he leads Board governance and acts as an ambassador to associates, owners, and external stakeholders, reinforcing the company’s culture and values.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marriott International | President, U.S. Full Service Managed by Marriott | 2018–2021 | Oversaw ops, HR, sales/marketing, finance, market strategy, information resources, development/feasibility across 330+ hotels under 14 brands in 34 states and French Polynesia |
| Marriott International | Chief Operations Officer, The Americas, Eastern Region | 2010–2018 | Senior operational leadership across region |
| Marriott International | Various roles (Market VP; SVP Global Sales; Sales in Boston/Arlington; Assistant Sous Chef, Salt Lake City Marriott Downtown) | 1999–2010 | Progressive operational and sales experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JWM Family Enterprises, Inc. | Board of Directors | Current | Family holding entity with significant MAR share ownership; director alongside family members |
| University of Utah | National Advisory Council | Current | Advisory role |
| Howard University School of Business, Marriott-Sorenson Center | Executive Board | Current | Hospitality leadership engagement |
| The J. Willard & Alice S. Marriott Foundation | Board of Trustees | Current | Family charitable foundation co-trustee |
| National Geographic Society | Board of Trustees | Current | Trustee |
| Other public company boards | None (current or past 5 years) | — | None disclosed |
Board Governance
- Independence: Not independent due to former employment and family ties.
- Committee assignments: Executive Committee (Chair); Inclusion and Social Impact Committee (Member). The Executive Committee did not meet in 2024.
- Board leadership: Separate Chairman and CEO structure; Chairman focuses on oversight/governance and ambassadorial responsibilities; Lead Independent Director provides independent oversight.
- Attendance: Board met 4 times in 2024; all 12 directors nominated in 2024 attended the 2024 annual meeting; no director attended fewer than 75% of applicable meetings. Independent directors and non‑employee directors met four times without management present; independent directors met privately five times.
- Anti‑hedging/pledging policy: No hedging or margin accounts; independent directors and executive officers cannot pledge MAR stock; non‑independent directors who are not executive officers may pledge only with prior approval from the Lead Independent Director. No approval requests were made in 2024.
Fixed Compensation
| Component (Directors) | Amount ($) | Notes |
|---|---|---|
| Chairman annual cash fee (David S. Marriott) | 2,000,000 | In lieu of standard cash retainer and equity awards; reflects additional ambassadorial responsibilities and significant time commitments; Board cited his substantial stockholdings as aligning interests with shareholders |
| Standard Board retainer (non‑employee directors other than David S. Marriott) | 100,000 | Paid quarterly |
| Lead Independent Director fee | 60,000 | Paid quarterly |
| Audit Committee Chair fee | 35,000 | Paid quarterly |
| Other Committee Chair fee (non‑Audit) | 25,000 | Paid quarterly |
| Audit Committee member retainer | 20,000 | Paid quarterly |
Director compensation paid in 2024 (selected): David S. Marriott received $2,000,000 cash and no stock awards; others received $200,010 Deferred Share Awards plus cash fees.
Performance Compensation
| Metric | Applicability to Director Pay | Detail |
|---|---|---|
| Performance-based annual bonus | Not applicable | Directors compensated via fixed cash fees and Deferred Share Awards; no disclosed performance bonus metrics for directors |
| Equity with performance vesting (PSUs) | Not applicable | Non‑employee directors receive Deferred Share Awards that vest pro‑rata over the term of office; no performance metrics; David S. Marriott receives no equity |
| Option/SAR grants tied to performance | Optional election in lieu of cash | Directors may elect to receive SARs in place of cash fees; SARs are fully vested, exercisable after 1 year, 10‑year term; not performance‑conditioned |
Deferred Share Awards vest daily pro‑rata over the term and are distributed following separation or per director election; they do not accrue dividend equivalents or voting rights until distribution.
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company directorships | None |
| Past public company directorships (5 years) | None |
| Family enterprise hotel interlocks | JWM Family Enterprises and affiliates own interests in 18 MAR‑managed hotels; MAR earned ~$13.5M management fees and ~$123k services fees in 2024; Dauntless affiliates (with family connections) own interests in 10 MAR‑branded hotels; MAR earned ~$5.9M in 2024 from related management/franchise/other fees; Twin Bridges Hospitality acts as asset manager for 13 MAR‑branded hotels (MAR not party to those agreements) |
| Governance handling of related party transactions | Transactions reviewed under written Policy on Transactions with Related Persons; Audit Committee and Corporate Growth Committee oversight; certain categories deemed approved under specified conditions |
Expertise & Qualifications
- Deep operational leadership in hospitality; led U.S. full‑service portfolio operations and regional operations; lifetime exposure to MAR culture and values.
- Board‑level governance and culture stewardship; ambassadorial role supports owner and associate engagement globally.
- External trusteeships/advisory roles in education and philanthropy; family enterprise governance experience.
Equity Ownership
| Category | Shares | Notes |
|---|---|---|
| Direct holdings (David S. Marriott) | 595,793 | Directly held |
| Spouse holdings (disclaimed) | 9,753 | Disclaimed beneficial ownership |
| Trusts for David’s children (trustee David) | 85,076 | Trustee |
| Trust for descendants of David (trustee David) | 230,390 | Trustee |
| Trust for descendants of John W. Marriott III (trustee David) | 221,678 | Trustee |
| Trust for benefit of Juliana B. Marriott (trustee David) | 401,928 | Trustee |
| Trusts for David’s nieces (trustee David) | 123,667 | Trustee |
| Life insurance trust for J.W. Marriott, Jr. (trustee David and siblings) | 251,000 | Trustee |
| Non‑employee director Deferred Share Awards (beneficially owned as of Mar 1, 2025) | 1,224 | Deferred share units |
| The J. Willard & Alice S. Marriott Foundation (co‑trustee) | 3,140,012 | Co‑trustee; foundation is ≥5% owner |
| Shares pledged as collateral by trusts where David serves as trustee | 218,777 | Pledged; note company anti‑pledge policy exceptions for non‑independent directors, requiring Lead Independent Director approval |
Stock ownership guidelines: Non‑employee directors must own stock or vested stock units valued at 3x combined annual cash + stock retainers (≈9x annual cash retainer) within five years; directors must retain 50% of net after‑tax shares from awards until meeting guidelines. The Board deemed David’s substantial holdings to provide alignment, supporting his all‑cash compensation structure.
Governance Assessment
- Board effectiveness: Chair role separated from CEO provides clear oversight; Lead Independent Director structure adds counterbalance. Committee membership breadth (ISIC) aligns with MAR’s culture and ESG priorities. Attendance metrics indicate high engagement.
- Independence and conflicts: Not independent; material related‑party exposure via family entities owning MAR‑managed/franchised hotels with multimillion‑dollar annual fees; handled under formal related‑party policy with Audit Committee oversight.
- Compensation alignment: Unique $2.0M cash retainer reflects added ambassadorial duties; absence of equity grants reduces direct pay‑for‑performance linkage in director compensation but Board cites significant personal/family ownership as aligning incentives.
- Ownership alignment: Extensive direct and trustee holdings indicate strong skin‑in‑the‑game; however, pledged shares by trusts he oversees are a governance sensitivity.
- Policies: Anti‑hedging and anti‑pledging are robust; exceptions exist for non‑independent directors with approval requirements; no pledging approvals requested in 2024, but trust pledges exist—investors may seek clarity on approval history and risk controls.
RED FLAGS
- Related‑party transactions and interlocks: Significant ongoing hotel management/franchise fees from family‑affiliated entities may pose perceived conflicts; continuous oversight and transparent disclosure mitigate but do not eliminate risk.
- Pledged shares: 218,777 shares pledged by trusts where David is trustee; pledging can impair alignment and create forced‑sale risk under stress; confirm governance approvals and risk controls.
- All‑cash director compensation: No performance‑conditioned equity; reliance on existing ownership for alignment; investors may prefer explicit at‑risk equity in director pay structures.
Director Compensation (2024 Detail)
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| David S. Marriott | 2,000,000 | — | 23,957 | 2,023,957 |
| Lead Independent Director (F. Henderson) | 205,000 | 200,010 | — | 405,010 |
| Audit Chair (I. Goren) | 135,000 | 200,010 | 22,892 | 357,902 |
Deferred Share Awards vest daily over the term and distribute post‑service; directors may elect SARs in lieu of cash retainers.
Other Directorships & Interlocks (Summary Table)
| Item | Status |
|---|---|
| Public company boards (current/past 5 years) | None |
| Family entity boards/trusteeships | JWM Family Enterprises, The J. Willard & Alice S. Marriott Foundation (trustee), multiple family trusts (trustee) |
| Hotel interlocks via family entities | Active; MAR earned ~$13.5M fees from 18 hotels (Family Enterprises) and ~$5.9M fees from 10 hotels (Dauntless affiliates) in 2024 |
Equity Ownership (Summary Table)
| Holder/Vehicle | Shares | Relationship |
|---|---|---|
| David S. Marriott (direct) | 595,793 | Director |
| Multiple trusts (trustee David) | 1,118,739 | Trustee across several descendant/family trusts |
| Foundation (co‑trustee) | 3,140,012 | Co‑trustee of ≥5% holder |
| Pledged shares (trusts) | 218,777 | Collateral pledged by trusts where David is trustee |
All current directors and executive officers (as a group, excluding Deborah M. Harrison and David S. Marriott) beneficially owned 608,851 shares (0.22% of Class A).
Notes on Committee Work
- Inclusion and Social Impact Committee: Oversees associate well‑being and inclusion, corporate social responsibility, and environmental matters including sustainability and science‑based emissions targets.
- Executive Committee: Exercises Board powers between meetings; no meetings held in 2024.
Closing Signals for Investors
- Strong cultural stewardship and global engagement by the Chairman bolster stakeholder confidence; however, family‑related interlocks and pledged shares require sustained transparency and robust Board oversight. Consider ongoing monitoring of related‑party transactions, pledge approvals, and any modifications to director compensation mix to enhance at‑risk alignment.