Meg McCarthy
MARRIOTT INTERNATIONAL INC /MD/About Meg McCarthy
Margaret “Meg” M. McCarthy, age 71, is an independent director of Marriott International (MAR) who joined the Board in 2019. She chairs the Technology and Information Security Oversight Committee (TISOC) and serves on the Audit Committee, bringing deep IT, cybersecurity, and large-scale operations experience from prior senior roles at CVS Health and Aetna . The Board affirmed her independent status in February 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CVS Health Corporation | Executive Vice President | 2018–2019 | Senior operating/technology leadership at a large consumer-facing healthcare company |
| Aetna Inc. | EVP, Operations & Technology | 2010–2018 | Led enterprise IT and operations; large-scale tech transformation, privacy/cyber oversight |
| Aetna Inc. | CIO; VP & Head, Business Solutions Delivery | 2003–2008 | Enterprise-critical technology leadership |
| Cigna; Catholic Health Initiatives; Franciscan Health System | Senior IT/CIO roles | — | Healthcare technology leadership |
| Andersen Consulting (Accenture); Ernst & Young | Consultant/Consulting Partner | — | Technology and consulting expertise |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Alignment Healthcare | Director | Current | Public company board |
| American Electric Power Company, Inc. | Director | Current | Public company board |
| First American Financial Corp. | Director | Current | Public company board |
| Brighthouse Financial, Inc. | Director | Past 5 years | Former public company board |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Ms. McCarthy is independent (Feb 2025) |
| MAR Committees | Chair, Technology and Information Security Oversight (TISOC); Member, Audit Committee |
| 2024 Committee Meetings | Audit: 7 meetings; TISOC: 4 meetings |
| 2024 Board Meetings | Board met 4 times |
| Attendance | No current director attended <75% of Board/committee meetings in 2024 |
| Key Oversight Focus (TISOC) | Privacy/infosec policies and incidents; cybersecurity/AI oversight; progress of major tech programs; disaster recovery/BCP |
| Audit Committee Scope | Financial reporting, auditor oversight, internal audit, legal/regulatory compliance, related-party transactions, enterprise risk |
| Overboarding Policy | Non-CEO directors limited to 4 public boards including MAR; Audit members ≤3 audit committees; all directors in compliance . Ms. McCarthy’s 3 external boards + MAR = 4 (within policy) |
| Executive Sessions | Independent directors met in executive session four times; independent/private sessions also held five times |
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Board Cash Retainer | $100,000 | Standard non-employee director annual retainer |
| Committee Chair Fee | $25,000 | TISOC chair (non-audit committee chair fee) |
| Audit Committee Member Retainer | $20,000 | Audit membership fee |
| Cash Fees Total (Earned) | $145,000 | As reported for Ms. McCarthy |
| Deferred Share Award (DS) | $200,010 | Annual director equity; 837 shares at $238.96 grant-date average price; vests pro rata over director’s annual term |
| All Other Compensation | $19,965 | Includes travel/perqs (e.g., hotel stay benefits) |
| Total (2014 Director Comp) | $364,975 | Sum of cash, stock, other |
Additional features:
- DS awards vest on a daily pro-rata basis over the term to the next annual meeting; distributed post-service (no voting/dividends until distribution) .
- Directors may elect to receive fees as SARs or defer into the EDC; standard practice/structure described in program .
Performance Compensation (Director)
| Element | Performance Metric(s) | Weighting | Notes |
|---|---|---|---|
| Director Cash/Eq. | None | — | Non-employee director compensation at MAR is retainer-based cash plus time-vested DS equity; no performance-conditioned metrics for directors |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Alignment Healthcare; American Electric Power Company, Inc.; First American Financial Corp. |
| Prior 5-year public boards | Brighthouse Financial, Inc. |
| Potential interlocks/conflicts | None disclosed related to Ms. McCarthy; related-person transactions disclosed primarily involve Marriott family entities (not Ms. McCarthy) |
Expertise & Qualifications
- Technology, digital transformation, privacy/cybersecurity, and information security expertise gained as CIO and EVP at major consumer-facing enterprises; strong fit for TISOC chair role .
- Senior leadership of large, complex operations and enterprise-critical technology programs .
- Governance experience across public, private, and advisory boards .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 1, 2025) | 9,752 shares; less than 1% of class |
| DS/Units Outstanding at 12/31/2024 | Unvested 303; Vested 7,449 |
| Pledging/Hedging | Anti-hedging and anti-pledging policy applies to directors; no pledges reported for Ms. McCarthy |
| Ownership Guidelines | Non-employee directors must hold ≥3x combined cash+stock retainers (≈9x cash retainer) within 5 years; company states all directors with ≥5 years’ service have met the goal. Ms. McCarthy joined in 2019 (≥5 years as of 2025) |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Holdings | Security | Link |
|---|---|---|---|---|---|---|---|
| 2025-05-14 | 2025-05-12 | Award (A) | 868 | $0.00 | 8,620 | Class A Common Stock – Director Deferred Stock Comp Plan | https://www.sec.gov/Archives/edgar/data/1048286/000122520825005115/0001225208-25-005115-index.htm |
| 2024-05-15 | 2024-05-13 | Award (A) | 837 | $0.00 | 7,752 | Class A Common Stock – Director Deferred Stock Comp Plan | https://www.sec.gov/Archives/edgar/data/1048286/000122520824006038/0001225208-24-006038-index.htm |
- Source: Insider-trades skill (Form 4 data) for “McCarthy Margaret M” at MAR; transactions reflect annual DS awards and post-transaction beneficial holdings [insider-trades tool output].
Governance Assessment
-
Strengths
- Independence affirmed; no related-party transactions disclosed involving Ms. McCarthy .
- High-relevance skill match as TISOC chair overseeing cybersecurity, privacy, AI, and major tech programs during MAR’s multi-year digital transformation .
- Strong alignment mechanisms: ownership guidelines with holding requirements; anti-hedging/anti-pledging policies for directors .
- Audit Committee membership further anchors oversight of financial reporting, compliance, and related-party policy .
-
Watch items
- Overboarding risk monitoring: Ms. McCarthy serves on three additional public boards; MAR’s policy permits up to four total for non-CEO directors, and the company confirms compliance; continued monitoring warranted given chair duties at MAR .
- Audit Committee “financial expert” designation resides with other members (Goren, Henderson, Lewis), not Ms. McCarthy; mitigated by her TISOC leadership and broader technology risk coverage .
-
Attendance/Engagement
- Board held 4 meetings; Audit 7; TISOC 4; no director fell below 75% attendance in 2024—indicates baseline engagement expectations met .
-
Compensation & Alignment
- 2024 director pay mix skewed to equity (DS $200,010) with meaningful committee cash retainers (total cash $145,000); DS awards vest time-based over the annual term—aligns with long-term stewardship rather than short-term performance incentives .
RED FLAGS: None apparent specific to Ms. McCarthy in the 2025 Proxy. Monitor aggregate board workload and evolving cyber/AI regulatory risks under TISOC remit. Related-party transactions disclosed pertain to Marriott family entities; none involve Ms. McCarthy .