Rena Reiss
MARRIOTT INTERNATIONAL INC /MD/About Rena Reiss
Rena Hozore Reiss is Executive Vice President and General Counsel of Marriott International, appointed in December 2017; she is 65, holds an A.B. from Princeton and a J.D. from Harvard Law School, and previously served as EVP, General Counsel and Corporate Secretary at Hyatt Hotels . During 2024, Marriott delivered net income of $2.375B and Adjusted EBITDA of $4.981B, with executive incentives tied primarily to Adjusted EBITDA and relative TSR; the 2022–2024 PSUs paid out at 180% based on above‑max EBITDA and TSR at the 84th percentile versus peers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hyatt Hotels Corporation | EVP, General Counsel & Corporate Secretary | ~2010–2017 | Led legal function and corporate governance at a global lodging competitor . |
| Marriott International (Law Department) | SVP & Associate General Counsel (Americas Managed Development) | 2000–2010 | Led managed development legal efforts across the Americas; built career in roles of increasing responsibility . |
External Roles
| Organization | Role | Years |
|---|---|---|
| American Hotel & Lodging Association | Board of Directors | Current . |
| Legal Aid DC | Board of Directors | Current . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $739,999 | $775,000 |
| Target Bonus (% of Salary) | 100% | 100% |
| Actual Annual Incentive ($) | $1,479,998 | $1,200,766 |
| All Other Compensation ($) | $67,751 | $72,564 |
| Total Compensation ($) | $4,721,734 | $4,624,079 |
Performance Compensation
| Program | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| 2024 Annual Incentive | Adjusted EBITDA | 60% | $4.88B pays 100%; <$4.40B pays 0%; ≥$5.20B pays 200% | Company achieved ~$4.981B; financial component paid 132% | Paid March 2025 unless deferred; forfeiture/exception rules apply . |
| 2024 Annual Incentive | Growth Metrics (strategic goals) | 40% | Quantitative/qualitative growth goals (three paths to win) | Component paid 190%; overall payout 155% of target for all NEOs | Paid March 2025 unless deferred . |
| 2024–2026 PSU (grant 2/15/24) | 2026 Adjusted EBITDA with ±20% TSR modifier | 100% of grant | Target shares 4,354; Threshold 1,089; Max 8,708 | Performance period ongoing; shown at max based on year‑1 trend; payout subject to certification | Vests following 3‑yr period; expected 2/15/2027, subject to continued service . |
| 2023–2025 PSU (grant 2/16/23) | 2025 Adjusted EBITDA with ±20% TSR modifier | 100% of grant | Target shares 5,633; Threshold 1,408; Max 11,266 | Trending above target; shown at max level; subject to final results | Scheduled vest 2/15/2026, pending performance and service . |
| 2022–2024 PSU (grant 2/17/22) | 2024 Adjusted EBITDA with ±20% TSR modifier | 100% of grant | Target not shown for Reiss in excerpt | Earned shares 8,012 based on results; overall PSUs paid at 180% (max EBITDA and 84th percentile TSR) | Settled Feb 2025 per committee certification . |
| 2024 RSU (grant 2/15/24) | Time-based | — | 3,267 units | — | Vests 1/3 per year over 3 years (post‑employment clawback/forfeiture applies) . |
| 2024 SAR (grant 2/15/24) | Stock price appreciation | — | 8,334 SARs @ $238.87 strike; expire 2/15/2034 | Intrinsic value (unexercisable) $333,943 at 12/31/24 price $278.94 | Vests 1/3 annually over 3 years; SARs have zero value if stock does not appreciate . |
Equity Ownership & Alignment
- Stock ownership policy: within five years, NEOs must own stock equal to 3–6x salary grade midpoint; must retain 50% of net after‑tax shares until in compliance; all NEOs meet the requirement .
- Hedging/pledging prohibited; no margin accounts; robust clawbacks and post‑retirement forfeiture for misconduct or covenant breaches .
| Beneficial Ownership (as of 3/1/2025) | Shares | % of Class |
|---|---|---|
| Rena H. Reiss | 66,777 | <1% (*) |
| Outstanding Equity at FY‑End (12/31/2024; price $278.94) | Quantity (#) | Exercise Price | Expiration | Intrinsic/Market Value ($) |
|---|---|---|---|---|
| SAR (2/20/2018) – exercisable | 10,110 | $139.54 | 2/20/2028 | $1,409,334 |
| SAR (3/5/2019) – exercisable | 15,735 | $124.79 | 3/5/2029 | $2,425,550 |
| SAR (3/2/2020) – exercisable | 20,835 | $120.16 | 3/2/2030 | $3,308,181 |
| SAR (2/22/2021) – exercisable | 16,722 | $142.05 | 2/22/2031 | $2,289,075 |
| SAR (2/17/2022) – exc./unex. | 8,560 / 4,280 | $179.75 | 2/17/2032 | $849,066 / $424,533 |
| SAR (2/16/2023) – exc./unex. | 4,158 / 8,316 | $177.55 | 2/16/2033 | $421,580 / $843,159 |
| SAR (2/15/2024) – unexercisable | 8,334 | $238.87 | 2/15/2034 | $333,943 |
| RSUs – not vested | 7,198 | — | Scheduled 2025–2027 | $2,007,810 |
| PSUs – unearned/not vested (2023 grant) | 11,266 | — | 2/15/2026 pending results | $3,142,538 |
| PSUs – unearned/not vested (2024 grant) | 8,708 | — | 2/15/2027 pending results | $2,429,010 |
Vesting cadence and recent realizations:
- RSU/PSU vesting in 2024: Reiss acquired 29,332 shares on 2/15/2024 with $7,006,535 value realized .
- Standard vesting schedules: RSUs vest 1/3 annually; PSUs vest after 3 years; SARs vest 1/3 annually and are in‑the‑money across multiple vintages .
Employment Terms
- No employment contracts, no executive severance plan, no single‑trigger change‑in‑control benefits, and no tax gross‑ups; options/SARs cannot be repriced without shareholder approval .
- Annual cash incentive forfeited if not employed on last day of year, except pro‑rated payment at target upon retirement, death, disability, or termination in connection with change in control .
- Change‑in‑control economics at 12/31/2024: Stock Plans intrinsic value $7,636,782; Total Cash Incentive $775,000 (identical for disability/death/CIC termination; retirement stock value $7,328,476) .
- Clawbacks: SEC Rule 10D‑1 compliant recoupment for restatements plus broader forfeitures for misconduct and restrictive covenant violations that continue post‑retirement through original vesting schedules .
- Anti‑hedging/anti‑pledging policy and trading windows for Section 16 officers enforce alignment and limit risk‑taking .
Investment Implications
- Pay for performance alignment is strong: annual incentives and PSUs are anchored to Adjusted EBITDA with a TSR modifier; 2022–2024 PSUs paid 180%, evidencing robust long‑term value creation and stock performance against peers .
- Near‑term supply of shares from scheduled vesting is material: RSUs and PSUs for 2023 and 2024 grants vest in February 2026 and February 2027, respectively, and multiple SAR tranches are deeply in‑the‑money, which can increase Form 4 activity around vest/exercise windows; however, hedging/pledging prohibitions and retention requirements mitigate misalignment risk .
- Retention risk appears contained: equity vests over multi‑year horizons with post‑employment forfeiture provisions, and there are no outsized severance entitlements; change‑in‑control economics are largely acceleration/continued vesting and pro‑rated cash incentive rather than cash multiples .
- Governance quality signals (ownership policy compliance, clawbacks, no repricing, no tax gross‑ups) reduce compensation‑related red flags; beneficial ownership is <1% but within policy while maintaining alignment through required holdings and retention provisions .