Jen Mason
MARRIOTT INTERNATIONAL INC /MD/About Jen Mason
Jen Mason is a 33-year Marriott veteran appointed to become Executive Vice President and Chief Financial Officer upon the CFO transition following Marriott’s filing of its FY2025 Form 10‑K; she is 55 and currently serves as Global Officer, Treasurer and Risk Management overseeing capital markets, financing, capital allocation, financial risk management, and global safety/security . She previously served as CFO for the U.S. & Canada division (2016–May 2022) and held leadership roles in IT business partnerships and sales/marketing planning; her first 16 years covered Internal Audit, FP&A, Lodging Finance, and Business Development; she holds a BS in Commerce (UVA McIntire) and an MBA (Wharton) . Company performance context during her senior finance tenure includes 2024 net income of $2.375B, Adjusted EBITDA of $4.981B, and $4.4B returned to shareholders; Marriott Bonvoy reached ~228M members and net rooms grew 6.8% in 2024; the pay‑versus‑performance table shows Marriott’s $100 TSR value at $189.89 for 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Marriott International | Global Officer, Treasurer & Risk Management | May 2022–present | Oversees global capital markets, hotel financing, capital allocation, risk management, insurance/claims, business continuity, and global safety & security . |
| Marriott International | CFO, U.S. & Canada (largest segment) | 2016–May 2022 | Led finance for largest segment, supporting performance, growth, and organizational effectiveness . |
| Marriott International | Internal Audit; Corporate FP&A; Lodging Finance; Business Development | 1992–2008 (first 16 years) | Progressive finance and development roles building foundational operating and analytical expertise . |
Performance Compensation
Annual Incentive Plan (Company 2024 design – applies to CFO role)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Company Adjusted EBITDA | 60% | $4.88B (threshold $4.0B; max $5.20B) | $4.981B | 132% of target for financial component | Cash, paid following fiscal year-end (programmatic) . |
| Growth Metrics (Best Brands & Experiences; Most Loyal Members; Be in More Places; Associates) | 40% | Quantitative and qualitative goals (no fixed numeric targets) | Goals exceeded across loyalty, guest satisfaction, development and technology initiatives | 190% of target for growth component | Cash, paid following fiscal year-end (programmatic) . |
| Overall Annual Incentive | — | — | — | 155% of target for each NEO for 2024 | Cash . |
Long-Term Incentives (Structure and recent outcomes)
- PSUs (2024–2026): Earned after a three‑year period contingent on 2026 Adjusted EBITDA, subject to a ±20% Relative TSR modifier vs a performance peer group; RSUs and SARs vest in 1/3 annual tranches over three years .
- 2022–2024 PSU settlement: Certified at 180% of target (150% on Adjusted EBITDA max, +20% TSR modifier at 84th percentile) .
Compensation Alignment Features
- Majority of NEO compensation is equity and at‑risk; stock ownership requirements and mandatory retention support long‑term alignment .
- “Pay versus performance” disclosures identify Adjusted EBITDA and Relative TSR as the most important drivers of Compensation Actually Paid .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Stock ownership guidelines | Within five years of becoming an NEO, ownership equal to 3–6× salary grade midpoint; unearned PSUs, unvested RSUs, and SARs excluded from calculation . |
| Mandatory share retention | NEOs must retain 50% of net after‑tax shares from equity awards until meeting ownership guidelines . |
| Anti‑hedging | Executives and directors prohibited from hedging or derivative transactions in Marriott securities . |
| Anti‑pledging | Executive officers prohibited from holding stock in margin accounts or pledging as collateral; limited exceptions apply only to certain non‑independent directors who are not executive officers . |
| Clawbacks | Equity award forfeiture for misconduct and post‑retirement covenants; SOX clawback for CEO/CFO and SEC Rule 10D‑1 compliant policy to recoup excess incentive pay upon restatement . |
| Beneficial ownership (group) | All current directors and executive officers as a group held 29,486,639 shares (10.68% of outstanding); individual beneficial ownership includes exercisable equity within 60 days . |
Note: The 2025 proxy does not disclose Jen Mason’s individual share ownership; she was announced to become CFO following the FY2025 10‑K filing and is not listed among 2024 NEOs .
Employment Terms
- Appointment: Jennifer C. Mason will become EVP & CFO effective upon Leeny Oberg’s stepping down after the FY2025 Form 10‑K filing; Oberg will retire on March 31, 2026 .
- Employment agreements/severance: Company does not have employment or severance agreements with NEOs; no tax gross‑ups; no “single trigger” change‑in‑control benefits .
- Change‑in‑control economics: Double‑trigger acceleration—full vesting if terminated other than for misconduct or resigns for good reason beginning three months before through 12 months following a change in control; PSUs vest at target; SARs exercisable to the earlier of original expiry or 12 months (or five years for approved retiree) post‑termination .
- Retirement/vesting mechanics: Upon approved retirement, continued vesting/distribution for most RSUs/PSUs and SAR exercise for up to five years, subject to covenants (non‑compete/misconduct forfeiture); retirement defined under stock plan as age 55 with 10 years’ service (committee approval required) .
- Deferred compensation: Executives may defer compensation under the EDC; company‑set crediting rate (3.4% in 2020) with reporting of excess over 120% AFR; elective distributions per plan and 409A rules .
Fixed Compensation
- Company program features: No defined‑benefit pensions or SERPs for NEOs; no dividends/dividend equivalents on unvested/unexercised equity; independent HRCC oversight and external consultant; annual say‑on‑pay vote .
- CFO 2024 reference point (programmatic): The CFO’s 2024 annual cash incentive target was 100% of salary under the plan design (applies to the office, not Jen Mason’s future terms) .
Investment Implications
- Alignment and controls: Mason’s long tenure in Marriott finance and risk, combined with equity‑heavy, EBITDA/TSR‑linked incentives, strict anti‑hedging/anti‑pledging, ownership/retention rules, and robust clawbacks, indicate strong pay‑for‑performance alignment and low governance red‑flag risk for the incoming CFO role .
- Retention risk: Internal promotion and established ownership/vesting policies (continued vesting post‑retirement with forfeiture for misconduct/competition) reduce near‑term retention risk; lack of employment/severance agreements aligns with company practice .
- Trading signals: Monitor the FY2025 10‑K timing for the effective date, subsequent equity grant disclosures in the 2026 proxy, and Section 16 filings post‑appointment to assess vesting calendars and potential selling pressure from future RSU distributions; recent 2022–2024 PSU payout at 180% reflects strong performance momentum .
- Compensation benchmarking: Equity and cash targets are generally set around the 50th percentile of peer data with outcomes driven by Adjusted EBITDA and Relative TSR, supporting disciplined incentive calibration .