Horacio Rozanski
MARRIOTT INTERNATIONAL INC /MD/About Horacio D. Rozanski
Horacio D. Rozanski (age 57) is an independent director of Marriott International (MAR) since 2021. He is Chairman, Chief Executive Officer, and President of Booz Allen Hamilton, Inc., bringing deep expertise in technology, innovation, strategic transformation, and organizational/talent management to MAR’s board . He serves on MAR’s Human Resources & Compensation Committee (HRCC) and Technology & Information Security Oversight Committee (TISOC), aligning his credentials with MAR’s human capital and cybersecurity oversight needs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Booz Allen Hamilton, Inc. | Chairman, CEO & President | 2024 – Present | Leads global technology and consulting firm; strategic and tech transformation focus |
| Booz Allen Hamilton, Inc. | CEO & President | 2015 – 2024 | Drove innovation and strategy execution |
| Booz Allen Hamilton, Inc. | President & COO | 2014 | Operational leadership |
| Booz Allen Hamilton, Inc. | COO | 2011 – 2014 | Enterprise operations |
| Booz Allen Hamilton, Inc. | Chief Strategy & Talent Officer | 2010 | Strategy and talent agenda |
| Booz Allen Hamilton, Inc. | Chief Personnel Officer | 2003 – 2010 | Human capital leadership |
| Booz Allen Hamilton, Inc. | Vice President & Consulting Roles | 1992 – 2003 | Client service and firm leadership development |
External Roles
| Organization | Role | Tenure/Status | Committees/Impact |
|---|---|---|---|
| Booz Allen Hamilton, Inc. | Director (inside) | Current | Public company board experience |
| Children’s National Medical Center | Board of Directors, Chair | Current | Healthcare governance leadership |
| Economic Club of Washington, D.C. | Board of Directors | Current | Policy and business community engagement |
| U.S. Holocaust Memorial Museum | Committee on Conscience, Member | Current | Non-profit oversight |
| Kennedy Center Corporate Fund | Board Member | Current | Cultural institution support |
| Business Roundtable | Member | Current | CEO-level policy forum |
Board Governance
- Committee assignments: HRCC (member) and TISOC (member) .
- Independence: The Board affirmatively determined Mr. Rozanski is independent under Nasdaq standards (reviewed February 2025) .
- Attendance and engagement: The Board met four times in FY2024; no current director attended fewer than 75% of Board and applicable committee meetings (includes Mr. Rozanski). Independent/non‑employee directors met four times without management; independent directors met privately five times, reflecting active independent oversight .
- Anti‑hedging/pledging: Directors are prohibited from hedging and (if independent) pledging MAR stock; no pledges by current directors/executives as of March 1, 2025, other than certain Marriott family trust exceptions not involving Mr. Rozanski .
Fixed Compensation
MAR’s 2024 non‑employee director program provided a $100,000 annual cash retainer and a $200,000 Deferred Share Award (DSA); committee chair and Lead Independent Director fees apply where relevant. Directors may defer cash into stock units or elect stock appreciation rights (SARs) in lieu of cash; DSAs generally grant after the Annual Meeting and vest pro‑rata over the term until the next annual meeting .
| Item | Detail | Amount/Terms |
|---|---|---|
| Cash fees paid (FY2024) | Fees Earned or Paid in Cash | $100,099 |
| Equity – Deferred Share Award (FY2024) | Grant date and size | May 13, 2024; 837 shares @ $238.96; grant date fair value $200,010 |
| SARs election | Elected SARs in lieu of annual cash retainer; SARs fully vested; 10‑yr term; strike = avg high/low on grant date; exercisable after 1 year (or earlier upon death/disability) | Program terms per policy |
| All Other Compensation (FY2024) | Perquisites and benefits (e.g., hotel stay benefits; see policy) | $14,308 |
| Total (FY2024) | Fees + Equity + Other | $314,417 |
Notes:
- DSAs do not accrue dividend equivalents and carry no voting rights until distributed; distribution can be lump-sum or installments per prior election .
Performance Compensation
Non‑employee directors do not receive performance‑based cash bonuses or PSUs tied to metrics; the annual equity is a time‑based DSA with pro‑rata vesting over the director’s term and no dividend equivalents .
Other Directorships & Interlocks
| Company | Exchange/Type | Role | Interlocks/Potential Conflicts |
|---|---|---|---|
| Booz Allen Hamilton, Inc. | Public | Chairman, CEO & President; Director | No MAR‑related party transactions involving Mr. Rozanski disclosed; MAR’s related‑person transactions policy applies and Audit Committee oversees approvals . |
Expertise & Qualifications
- Technology, innovation, and strategic transformation expertise; oversight fit for MAR’s TISOC focus on cybersecurity, privacy, and digital transformation .
- Talent and organizational management expertise; oversight fit for HRCC focus on compensation, succession, and clawback/ownership policies .
- Global business leadership as sitting CEO/Chair of a public company, adding operational rigor and governance experience .
Equity Ownership
| Metric | Amount/Status |
|---|---|
| Beneficial ownership (as of Mar 1, 2025) | 5,557 shares (includes DS units and stock unit accounts) |
| DS units (end of 2024) | Unvested: 303; Vested: 4,012 |
| SARs (end of 2024) | Exercisable: 3,171; Unexercisable: 1,003 |
| Shares pledged as collateral | None disclosed for Mr. Rozanski |
| Stock ownership guideline | 3x combined annual cash + stock retainers within 5 years; retain 50% of net after‑tax shares until met |
Governance Assessment
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Strengths for investor confidence:
- Independent director with high attendance standard; Board met 4x in 2024; independent directors met regularly without management .
- Skills tightly matched to MAR’s risk areas: cybersecurity/AI and human capital through TISOC and HRCC membership .
- Alignment mechanisms: mandatory stock ownership guidelines and anti‑hedging/anti‑pledging policies; no pledged shares for Mr. Rozanski .
- HRCC employs independent practices (clawback oversight, ownership policies, succession review) supporting pay‑for‑performance governance for executives (committee perspective) .
-
Watch items:
- Time commitments of a sitting public‑company CEO/Chair may constrain availability; MAR’s Governance Principles cap CEO‑directors at two public boards (including MAR), helping mitigate overboarding risk (he is within this limit) .
- No related‑party transactions disclosed involving Mr. Rozanski; continued monitoring appropriate via Audit Committee policy .
-
Compensation structure signals:
- Balanced cash/equity mix typical of S&P 500 director programs; he elected SARs for retainer (enhances alignment with stock appreciation) while receiving time‑based DSAs (no performance metrics) .