Debi Lee
MARRIOTT INTERNATIONAL INC /MD/About Debra L. “Debi” Lee
Independent director at Marriott International since 2004 (age 70 as of the 2025 Annual Meeting), former Chairman and CEO of BET Networks, and an experienced public-company director with deep media, marketing, and governance expertise. At Marriott, she chairs the Inclusion and Social Impact Committee and serves on the Executive Committee and the Nominating & Corporate Governance Committee; the Board affirms her independent status under Nasdaq standards. In 2024 she attended at least 75% of Board and applicable committee meetings; the Board met four times in 2024. She also serves on the boards of Procter & Gamble and Warner Bros. Discovery.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BET Networks | Chairman and CEO | 2006–2018 | Led a major media brand; extensive marketing/consumer experience |
| BET (prior roles) | President & CEO; President & COO; EVP & General Counsel | 1986–2006 | Progressive leadership culminating in CEO |
| Steptoe & Johnson LLP | Attorney | Prior to BET | Legal foundation supporting governance expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Procter & Gamble (NYSE: PG) | Director | Current | Public company board experience |
| Warner Bros. Discovery (NASDAQ: WBD) | Director | Current | Public company board experience |
| AT&T; Burberry Group plc | Director | Past five years | Prior public board service |
| Leading Women Defined Foundation | Founder & Chair | Current | Civic leadership |
| The Monarchs Collective | Co‑founder & Partner | Current | Leadership and DEI impact |
| Alvin Ailey Dance Theater | President Emerita | Current | Non‑profit governance |
| American Film Institute; Brown University (Trustee Emeritus) | Board/Trustee | Current/Prior | Non‑profit and academic governance |
Board Governance
- Independence and attendance: The Board determined Ms. Lee is independent; in 2024, no director attended fewer than 75% of Board/committee meetings; the Board met four times.
- Committee assignments and load:
- Inclusion & Social Impact Committee — Chair; 4 meetings in 2024. Focus: associate well‑being, inclusion, social impact, sustainability/climate oversight.
- Nominating & Corporate Governance Committee — Member; 4 meetings in 2024. Focus: board composition/refreshment, CEO succession planning, governance policies, investor engagement.
- Executive Committee — Member; the committee exercises board powers between meetings; it did not meet in 2024.
- Executive sessions: Independent and non‑employee directors met multiple times without management; Lead Independent Director presides.
- Anti‑hedging/pledging: Directors are prohibited from hedging Marriott securities; independent directors and executive officers are prohibited from pledging Company stock.
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Board retainer (cash) | $100,000 | Standard non‑employee director cash retainer |
| Committee chair fee | $25,000 | Non‑Audit committee chair fee (Inclusion & Social Impact) |
| Total cash fees earned (Lee) | $125,000 | Reported fees earned in 2024 |
| Deferred Share Award (equity) | $200,010 | 837 shares granted on May 13, 2024 at $238.96; pro‑rata vesting over director’s term; distributed post‑service; no dividend equivalents prior to distribution |
| All other compensation (perqs, travel, etc.) | $24,702 | Director perquisites (e.g., complimentary hotel stays) and any incremental costs as applicable |
| Total 2024 director compensation (Lee) | $349,712 | Sum of cash, equity grant date value, other comp |
- Program structure: Standard mix targets 50th percentile vs. cross‑industry peers; Audit Chair $35k; Lead Independent Director $60k; Audit Committee members $20k; directors may defer cash into stock units or SARs (some elected SARs; Lee’s table reflects DS award).
Performance Compensation (Director)
| Instrument | Performance Linkage | Key Terms | 2024 Grant Details |
|---|---|---|---|
| Deferred Share Award (DS) | None (time‑based) | Pro‑rata vesting over service term; distributed post‑service or per deferral election; no dividends before distribution | 837 shares; grant date value $200,010; grant price reference $238.96 |
- Note: Non‑employee directors do not receive performance‑conditioned equity; they may elect to receive fees in SARs with standard 10‑year terms and one‑year vest for exercisability; DS/RSU dividends not accrued before distribution.
Other Directorships & Interlocks
| Company | Relationship to Marriott | Potential Interlock/Conflict Disclosure |
|---|---|---|
| Procter & Gamble | Supplier/customer relationship not disclosed | No related‑party transaction disclosed involving Lee |
| Warner Bros. Discovery | Media partner status not disclosed | No related‑party transaction disclosed involving Lee |
- Related‑party transactions: 2024 disclosures focus on Marriott family entities and affiliates; no transactions involving Ms. Lee are disclosed.
Expertise & Qualifications
- Proven CEO leadership and governance experience from BET Networks; 30+ years in media with strong marketing and consumer insights.
- Legal background and extensive public board service enhance committee effectiveness (ISIC Chair; NCGC; Executive Committee).
- Current external roles at P&G and WBD add large‑cap consumer and media perspectives to the Board.
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (Marriott Class A) | 35,525 shares (includes stock units where applicable) |
| Director stock units (DS) at 12/31/2024 | 303 unvested; 34,111 vested; plus 1,704 MVW DS from 2011 spin‑off adjustments |
| Shares pledged as collateral | None disclosed for Ms. Lee; pledging prohibited for independent directors |
| Ownership guideline | 3x combined annual cash + stock retainer (≈9x cash retainer) within five years; all non‑employee directors with ≥5 years service meet the guideline (Lee joined in 2004) |
Governance Assessment
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Strengths
- Independent director with long tenure and continuity through multiple cycles; confirmed independent under Board principles.
- Chairs a strategically important committee (Inclusion & Social Impact) overseeing human capital, social impact, and sustainability/climate risk; committee met four times in 2024.
- Robust engagement infrastructure: NCGC participation (board refreshment, governance policies) and Executive Committee membership; independent sessions held regularly.
- Strong ownership alignment: meaningful beneficial ownership, long‑served director meeting ownership guidelines; hedging/pledging prohibited.
- Director compensation aligns with market and is primarily retainer + time‑vested equity, limiting pay‑for‑perqs risk; 2024 total $349,712.
-
Watch items
- Multiple external public boards (P&G, WBD) increase time commitments; however, Marriott’s governance principles limit overboarding and the company states all directors comply.
- Executive Committee authority concentrates power between meetings; the committee did not meet in 2024, mitigating near‑term concern.
-
Broader pay/governance context (signals)
- Strong 2024 advisory say‑on‑pay support (~90%) indicates alignment with investor expectations on compensation governance.
Conclusion: Debi Lee’s long experience as a media CEO and public‑company director, combined with her ISIC chair role and NCGC membership, supports board effectiveness in human capital, ESG oversight, and governance. No related‑party conflicts or red flags are disclosed; ownership and compensation structures align incentives with shareholders.