Fritz Henderson
MARRIOTT INTERNATIONAL INC /MD/About Frederick A. “Fritz” Henderson
Lead Independent Director of Marriott International (since 2022), age 66, and director since 2013. He chairs the Nominating & Corporate Governance Committee and serves on the Audit and Executive Committees. Henderson is a former Chairman & CEO of SunCoke Energy and previously held multiple senior roles at General Motors, including CEO (2009) and CFO (2006–2008); the Board designates him an “audit committee financial expert.” The Board affirmed his independent status in its February 2025 review.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hawksbill Group | Principal | 2018–present | Diversified business and communications consulting |
| SunCoke Energy, Inc. | Chairman & CEO | 2011–2017 | Led public company; also CEO of SunCoke Energy Partners GP LLC (2013–2017) |
| Sunoco | Senior Vice President | 2010–2011 | Senior operating leadership |
| General Motors (GM) | President & CEO | 2009 | Ran global OEM |
| General Motors (GM) | President & COO | 2008–2009 | Enterprise operations |
| General Motors (GM) | Vice Chairman & CFO | 2006–2008 | Global finance leadership |
| General Motors (GM) | Chairman, GM Europe | 2004–2006 | Regional leadership |
| General Motors (GM) | Group VP & Regional President, Asia Pacific | 2002–2004 | Regional leadership |
| General Motors (GM) | Group VP & Regional President, Latin America/Africa/Middle East | 2000–2002 | Regional leadership |
| General Motors (GM) | Various finance/operational roles | 1984–2000 | Progressively senior roles |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Adient plc | Chair | Current | Automotive seating systems; public company board leader |
| Arconic Corp. | Chair | Past 5 years | Metals/engineering; prior chair role |
| Horizon Global | Director | Past 5 years | Towing/aftermarket |
Board Governance
- Current MAR roles: Lead Independent Director; Chair, Nominating & Corporate Governance Committee (NCGC); Member, Audit Committee; Member, Executive Committee. He is designated an audit committee financial expert.
- Lead Independent Director responsibilities include presiding at executive sessions, coordinating independent directors, agenda review/approval, leading CEO evaluation, advising on director recruitment and governance practices, and direct investor engagement as appropriate.
- Attendance: The Board met 4 times in 2024; no director attended fewer than 75% of Board and assigned committee meetings.
- Committee activity levels (2024 meetings): Audit (7), HRCC (5), NCGC (4), Inclusion & Social Impact (4), Technology & Information Security Oversight (4), Executive (0).
- Independence: Board affirmed Henderson’s independence in February 2025 under Nasdaq standards and Company guidelines.
Fixed Compensation
| Component (Director, 2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (Henderson) | $205,000 | Reflects role-based retainers (board, Lead Independent Director, committee chair/member) per program below |
| Deferred Share Award (Grant Date Fair Value) | $200,010 | Annual director equity (deferred shares) |
Director fee schedule approved May 2024:
- Board Retainer: $100,000; Deferred Share Award: $200,000; Lead Independent Director fee: $60,000; Audit Committee Chair: $35,000; Other Committee Chair: $25,000; Audit Committee Member Retainer: $20,000.
Performance Compensation
| Award | Grant date | Shares | Grant-date fair value | Vesting/terms |
|---|---|---|---|---|
| Deferred Share Award (Henderson) | May 13, 2024 | 837 | $200,010 | Vests daily pro‑rata over the term to the next annual meeting; distributed after service, absent alternate election; no performance conditions |
Notes:
- Equity for non-employee directors is time-based deferred stock (no PSU/TSR conditions). Directors may also elect to defer cash fees or receive SARs in lieu of cash; SARs, if elected, have a 10-year term and become exercisable after one year or earlier upon certain terminations.
Other Directorships & Interlocks
| Company | Overlap/Interlock Risk | Comments |
|---|---|---|
| Adient plc (Chair) | Low | No Marriott disclosure of supplier/customer conflict; Board determined Henderson independent |
| Arconic; Horizon Global (prior) | Low | No Marriott-disclosed related-party links |
Expertise & Qualifications
- Financial and accounting depth (former CFO of GM; designated audit committee financial expert).
- Significant board leadership and governance experience (chairs at Adient; former chairs at Arconic; chairs NCGC at MAR).
- Global operating experience (lived/worked internationally across GM regions; strategic planning expertise).
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 1, 2025) | 19,046 shares (includes deferred stock units) |
| Pledged shares | None disclosed for Henderson; Company notes no director/officer pledges except specific Marriott family disclosures in footnotes (not applicable to Henderson) |
| Anti-hedging/pledging | Hedging prohibited; independent directors prohibited from pledging; no requests approved in 2024 |
| Director ownership guideline | Must own ≥3x combined annual cash+stock retainers within 5 years; all non-employee directors with ≥5 years service have met this goal (Henderson joined 2013) |
Governance Assessment
-
Positives
- Strong independent leadership: LID since 2022 with defined authorities; active investor engagement by LID in 2024.
- Financial oversight: Audit member and audit committee financial expert; previously chaired Audit (2014–2022).
- Governance stewardship: Chairs NCGC overseeing board composition/refreshment, evaluations, and CEO succession.
- Alignment and engagement: High director attendance; equity retainer aligns with shareholders; hedging/pledging prohibited; director ownership guideline met.
- Shareholder support context: Say‑on‑pay approval nearly 90% in 2024; indicates no acute compensation-related investor dissent.
-
Watch items
- Time commitments: Multiple leadership roles (LID, NCGC Chair, Audit member) and external chair role (Adient); however, Board policy limits outside boards and notes all directors comply.
- Related-party environment: Significant Marriott family related‑party hotel arrangements exist; Audit Committee (of which Henderson is a member) oversees related-party policy and reviews; no Henderson-specific related-party transactions disclosed.
-
Overall implication: Henderson’s LID role, audit expertise, and governance chairmanship support board effectiveness and investor confidence; no disclosed conflicts, pledging, or attendance issues.