Leeny Oberg
Chief Financial Officer and Executive Vice President, Development at 
MARRIOTT INTERNATIONAL INC /MD/
MARRIOTT INTERNATIONAL INC /MD/Executive
About Leeny (Kathleen K.) Oberg
Leeny Oberg is Marriott’s Chief Financial Officer and Executive Vice President, Development; she has been CFO since January 1, 2016 and added Development leadership in February 2023, and plans to retire March 31, 2026 following the filing of Marriott’s 2025 10-K . She has 26 years with Marriott (joined in 1999), is 65, and is credited with value creation through the Starwood acquisition/integration, pandemic navigation, cost competitiveness, and disciplined growth; management states Marriott’s stock “meaningfully outperforming the S&P 500” during her CFO tenure . Company performance anchors her pay: 2024 Adjusted EBITDA was ~$4.981 billion and net income $2,375 million; pay-versus-performance shows rising TSR and EBITDA over 2022–2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Marriott International | Chief Financial Officer | 2016–expected transition after 2025 10-K | Led financial strategy through pandemic; enhanced cost competitiveness; supported disciplined growth . |
| Marriott International | Executive Vice President, Development | Feb 2023–Mar 2026 | Led global lodging portfolio growth; succession to new Chief Development Officer announced . |
| Marriott International | Senior Vice President, Corporate & Development Finance | Prior to 2016 | Supported investment discipline and growth pipeline development . |
| Marriott International | SVP, International Project Finance & Asset Management (EMEA/MEA) | Prior to 2016 | Advanced asset management and project finance outside the U.S. . |
| Marriott International | Investor Relations | Joined 1999 | Early-career capital markets and investor communications foundation . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Ritz-Carlton Hotel Company | Chief Financial Officer | Prior to 2016 | Contributed to brand performance, growth, and organizational effectiveness . |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $900,000 | $936,000 | $975,000 |
| Target Bonus (% of Salary) | 100% | 100% | 100% |
| Non-Equity Incentive (Actual) | $1,728,000 | $1,872,000 | $1,510,641 |
| All Other Compensation | $33,490 | $35,094 | $50,626 |
| Total Compensation | $6,089,397 | $6,980,120 | $6,845,583 |
Performance Compensation
Annual Incentive Design and Outcomes
| Component | Weighting | 2023 Target | 2023 Actual/Outcome | 2024 Target | 2024 Actual/Outcome |
|---|---|---|---|---|---|
| Adjusted EBITDA | 60% | $4.16B (100% payout); $4.58B (200% max) | ~$4.656B; financial paid at 200% (max) | $4.88B (100% payout); $5.20B (200% max) | ~$4.981B; financial paid at 132% |
| Growth Metrics (strategic goals) | 40% | Company growth metrics (quant/qual) | 200% payout (max) | Growth metrics aligned to “Best Brands & Experiences, Most Loyal Members, Be in More Places” | 190% payout |
| Aggregate Payout vs Target | — | Max payout for NEOs (200%) | 200% | 155% | 155% |
Notes: Target awards as % of salary = 100% for Oberg . No payout unless EBITDA threshold met ($3.65B in 2023; $4.0B in 2024) .
Long-Term Incentives (grants)
| Item | 2023 | 2024 |
|---|---|---|
| PSU Target (#) | 9,575 | 7,285 |
| PSU Metric/Modifier | 2025 Adjusted EBITDA; +/-20% relative TSR | 2026 Adjusted EBITDA; +/-20% relative TSR |
| RSU Granted (#) | 7,182 | 5,466 |
| SAR Granted (#) | 21,207 | 13,941 |
| SAR Strike | $177.55 | $238.87 |
| SAR Expiration | 2/16/2033 | 2/15/2034 |
| Vesting Schedule | RSU/SAR vest in 1/3 annual increments over 3 years | RSU/SAR vest in 1/3 annual increments over 3 years |
PSU Outcomes (prior cycles)
| Performance Period | Key Performance | TSR Modifier | Payout |
|---|---|---|---|
| 2022–2024 PSUs | 2024 Adjusted EBITDA exceeded maximum | TSR at 84th percentile vs peer group (+20%) | 180% of target |
Equity Ownership & Alignment
Beneficial Ownership and Outstanding Awards (as of Dec 31, 2024)
| Category | Detail | Amount |
|---|---|---|
| Beneficial Shares Owned | Shares owned outright | 23,744; <1% of class |
| RSUs (unvested) | Units not yet vested; market value | 30,762 units; $8,580,752 |
| PSUs (unearned) | 2021–2023 grant set | 14,020 units; $3,910,795 |
| PSUs (unearned) | 2023 grant set | 19,150 units; $5,341,701 |
| PSUs (unearned) | 2024 grant set | 14,570 units; $4,064,156 |
| SARs Outstanding | 2022 grant (unexercisable) | 7,490; strike $179.75; intrinsic $742,933 |
| SARs Outstanding | 2023 grant (unexercisable) | 14,138; strike $177.55; intrinsic $1,433,452 |
| SARs Outstanding | 2024 grant (unexercisable) | 13,941; strike $238.87; intrinsic $558,616 |
Stock price used for valuations: $278.94 at 12/31/2024 .
2024 Exercises and Vesting (liquidity events)
| Date | Type | Nominal Shares | Value Realized |
|---|---|---|---|
| 2/20/2024 | SAR Exercise | 109,422 | $12,266,207 |
| 11/11/2024 | SAR Exercise | 22,049 | $2,278,574 |
| 2/15/2024 | RSU/PSU Vesting | 45,667 | $10,908,476 |
Ownership Policies and Alignment
- Robust stock ownership requirements: within 5 years of becoming an NEO, own 3–6x salary grade midpoint; retain 50% of net after-tax shares until compliant; each NEO has met requirements . Anti-hedging and anti-pledging; executives prohibited from margin accounts and pledging Marriott stock .
- Clawbacks: Sarbanes-Oxley clawback for CEO/CFO and Rule 10D-1 compliant policy; broader misconduct forfeiture provisions in award agreements (continue post-retirement through original vesting schedule) .
Employment Terms
| Provision | Terms |
|---|---|
| Employment/Severance Agreements | Company does not have employment or severance agreements with NEOs . |
| Change-in-Control (CIC) | Double-trigger: if terminated without misconduct or resign for covered reasons from 3 months before to 24 months after a CIC, full vesting of unvested equity (PSUs at target); SARs exercisable to earlier of original expiration or 12 months (or 5 years for approved retiree) . |
| CIC Tax Treatment | No gross-ups; cut-back to avoid excise taxes/deduction loss under IRC parachute rules . |
| Annual Incentive Forfeiture/Payment | Forfeited if not employed at year-end; paid pro-rata at target upon retirement, death, disability, or CIC termination . |
| Retirement Eligibility | As of 12/31/2024, Oberg meets age and service conditions for retirement eligibility . |
| Restrictive Covenants | Non-competition and misconduct clauses can revoke retiree status and forfeit awards . |
| Termination/CIC Value Snapshot (12/31/2024) | Stock Plan intrinsic value: Retirement $12,498,395; Disability/Death/CIC Termination $18,191,345; Cash incentive in those scenarios: $975,000 (none for retirement) . |
Deferred Compensation (EDC): Oberg’s 2024 aggregate balance $2,547,701; earnings $92,534; no executive/company contributions in 2024 .
Compensation Structure Analysis
- Cash vs equity mix: Equity (PSUs/RSUs/SARs) is the largest component of target total compensation, consistent with policy to emphasize long-term alignment; target equity value for Oberg’s 2024 stock awards was $4,350,000 .
- Shift in instruments: Program consistently uses PSUs, RSUs, and SARs with three-year performance/vesting; no option/SAR repricing and no supplemental stock awards in 2024 .
- Performance metrics: Annual bonus hinges primarily on Adjusted EBITDA (60%) with strategic growth metrics (40%); PSU metrics are longer-term Adjusted EBITDA with relative TSR modifier, directly linking pay with profitability and shareholder returns .
- Say-on-Pay: Strong support—nearly 90% approval in 2024; ~96% in 2023—reduces governance overhang risk .
Equity Ownership & Alignment (Guidelines and Compliance)
- Stock ownership multiple: 3–6x salary grade midpoint; Oberg meets requirement; must retain 50% of net shares until compliant .
- Hedging/margin/pledging: Prohibited for executive officers (including Oberg), reducing misalignment or forced selling risk .
Performance & Track Record (select highlights)
- Strategic achievements noted by management: Starwood acquisition/integration, pandemic navigation, cost competitiveness, disciplined growth; succession plan in place .
- Pay vs performance context: Compensation “actually paid” tracks rising TSR and EBITDA; 2024 CAP for non-CEO NEOs averaged $10.5M vs SCT $5.5M, reflecting strong equity value creation .
Investment Implications
- Alignment and incentives: Oberg’s pay structure is tightly tethered to profitability (Adjusted EBITDA) and TSR; 2024 annual bonus paid at 155% of target and PSUs for 2022–2024 paid at 180% due to EBITDA outperformance and TSR at the 84th percentile, signaling rigorous but achievable targets that can amplify equity value when performance is strong .
- Selling pressure and vesting cadence: Significant SAR exercises and RSU/PSU vesting in 2024 (>$25M realized) imply recurring liquidity events around annual grant anniversaries; continued one-third vesting of RSUs/SARs and three-year PSU settlements may drive periodic Form 4 activity, but anti-pledging/hedging policies reduce forced selling risk .
- Retention/transition risk: Retirement eligibility and announced 2026 retirement diminish retention risk but introduce transition execution risk; planned CFO succession (Jen Mason) and robust CIC/retirement policies mitigate operational disruption risk .
- Governance quality: No employment/severance agreements, double-trigger CIC without tax gross-ups, strong clawbacks, and high say-on-pay support point to investor-friendly governance reducing pay-related overhangs .