Susan Schwab
MARRIOTT INTERNATIONAL INC /MD/About Susan C. Schwab
Independent director; age 70; joined Marriott International’s Board in 2015. Professor Emerita at the University of Maryland School of Public Policy and Strategic Advisor at Mayer Brown LLP. Former U.S. Trade Representative and Deputy USTR; extensive global trade, government, and corporate governance expertise. Committee memberships: Human Resources and Compensation (member) and Technology and Information Security Oversight (member). Determined independent by the Board in February 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Maryland School of Public Policy | Professor Emerita | 2020–present | Academic leadership; governance and policy expertise |
| Mayer Brown LLP | Strategic Advisor | 2010–present | Legal and strategic advisory; global commerce insights |
| Office of the U.S. Trade Representative | U.S. Trade Representative | 2006–2009 | Led major international trade negotiations; senior governmental leadership |
| Office of the U.S. Trade Representative | Deputy USTR | 2005–2006 | Deputy leadership for U.S. trade policy |
| University System of Maryland | Vice Chancellor; President & CEO, USM Foundation | 2004–2005 | Higher education leadership, foundation governance |
| University of Maryland School of Public Policy | Dean | 1995–2003 | School leadership; policy education |
| Motorola, Inc. | Director, Corporate Business Development | 1993–1995 | Corporate strategy/business development |
| U.S. & Foreign Commercial Service (U.S. Commerce) | Director-General (Assistant Secretary of Commerce) | 1989–1993 | International commercial service leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Caterpillar, Inc. | Director | Current | Public company board |
| FedEx Corporation | Director | Current | Public company board |
| The Boeing Company | Director | Past five years | Prior public company board |
| National Foreign Trade Council | Board of Directors, Chair | Current | Industry organization leadership |
| Business Council for International Understanding | Board Member | Current | Global business council |
| The Conference Board (NYC) | Vice Chair, Board of Trustees | Current | Governance/strategy oversight |
| Signature Theatre (Arlington, VA) | Board Member | Current | Non-profit governance |
| The Do Good Council, University of Maryland | Board Member | Current | University-affiliated council |
Board Governance
- Independence and Attendance: The Board affirmatively determined Ambassador Schwab is independent; in FY2024, the Board met four times and no director attended fewer than 75% of Board and committee meetings; all 12 nominees in 2024 attended the annual meeting .
- Committee Assignments and Work:
- Human Resources and Compensation Committee (HRCC): Member; 5 meetings in 2024. Oversight of executive compensation philosophy/design, stock ownership and clawback policies, senior executive succession planning .
- Technology and Information Security Oversight Committee (TISOC): Member; 4 meetings in 2024. Oversight of technology strategy, cybersecurity/privacy programs, digital transformation, AI policies .
- Executive Sessions and Education: Independent directors held four sessions without management; independent directors met privately five times in 2024. Directors receive ongoing education (e.g., cybersecurity and geopolitics) and NACD memberships .
- Governance Principles: Mandatory retirement age increased from 72 to 75 in February 2025. Limits on outside public boards: up to four (including Marriott) for most directors; up to two for sitting public-company CEOs. Anti-hedging and anti-pledging policies restrict independent directors from pledging Marriott equity; no pledging approval requests in 2024 .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board Cash Retainer | $100,000 | Standard non-employee director cash retainer |
| Committee Member Cash Fees | $0 | Audit Committee has a $20,000 member fee; Susan Schwab is not an Audit member |
| Committee Chair Cash Fees | $0 | Applies to chairs only (Audit $35,000; other committees $25,000) |
| Lead Independent Director Fee | $0 | Not applicable |
| Perquisites and Other Compensation | $16,158 | Includes hotel stay benefits and potential EDC contributions; director perquisite policy disclosed |
| 2024 Total Director Compensation | $316,168 | Fees $100,000; Stock Awards $200,010; All Other $16,158 |
Performance Compensation
| Equity Award Type | Grant Date | Shares/Units | Grant-Date Fair Value (USD) | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| Deferred Share Award (DS) | May 13, 2024 | 837 | $200,010 | Daily pro-rata over term until next annual meeting | Valued using $238.96 avg high/low price on grant date; no dividend equivalents or voting rights until distribution |
| Stock Ownership Guidelines | N/A | N/A | N/A | Must own ≥3x combined cash+stock retainers (≈9x cash retainer) within 5 years | All non-employee directors with ≥5 years have met the guideline (Schwab joined in 2015) |
| Grant Timing Policy | N/A | N/A | N/A | Awards granted post-earnings call and post-annual meeting open window | SARs available by election; DS generally granted after Annual Meeting |
Director equity grants are service-based (time vesting). No performance metrics (e.g., TSR, EBITDA) are attached to non-employee director DS awards; HRCC oversees executive clawbacks and stock ownership but no director-specific performance measures are disclosed .
Other Directorships & Interlocks
| Company | Potential Interlock/Conflict | Disclosure |
|---|---|---|
| Caterpillar, Inc. | None disclosed with Marriott | Listed as current public board; no Marriott-related transactions disclosed involving Schwab |
| FedEx Corporation | None disclosed with Marriott | Listed as current public board; no Marriott-related transactions disclosed involving Schwab |
| The Boeing Company (past 5 years) | None disclosed with Marriott | Prior board; no Marriott-related transactions disclosed involving Schwab |
Expertise & Qualifications
- Global/governmental leadership: Former USTR and Deputy USTR; advises on geopolitics, international commerce and government relations affecting Marriott .
- Corporate governance and compensation: Service on Fortune 100 boards; contributes to HRCC deliberations .
- Technology oversight: Member of TISOC; oversight of cybersecurity, privacy, digital transformation, and AI policy discussions .
Equity Ownership
| Measure | Amount | Detail |
|---|---|---|
| Beneficial Ownership (as of Mar 1, 2025) | 14,072 shares | Reported under Directors’ beneficial ownership table |
| DS Units – Unvested | 303 units | As of end of 2024 |
| DS Units – Vested | 9,199 units | As of end of 2024 |
| Options/SARs | None disclosed | No director options/SARs reported for Schwab |
| Hedging/Pledging | Prohibited (independent directors) | Anti-hedging; independent directors may not pledge Marriott equity; no pledging requests in 2024 |
Governance Assessment
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Strengths
- Independence, tenure, and high attendance support board effectiveness; HRCC and TISOC memberships align with her government, strategy, and technology oversight expertise .
- Clear ownership alignment: multi-year DS holdings and compliance with stringent stock ownership guidelines for seasoned directors; anti-hedging/pledging policy reduces misalignment risk .
- HRCC oversight includes clawbacks and stock ownership policies; TISOC oversight addresses cybersecurity and AI—material risk areas for hospitality .
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Potential Watch Items
- External board load (Caterpillar, FedEx; prior Boeing) increases time demands, though Marriott’s Governance Principles cap outside boards and the NCGC reviews capacity annually; currently in compliance .
- Perquisites and “All Other Compensation” are modest but present; ensure transparency and consistency with policy; Schwab’s all other compensation totaled $16,158 in 2024 .
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Conflicts/Related Parties
- No Schwab-specific related-party transactions disclosed; Marriott’s related-person transactions primarily involve Marriott family entities and were subject to policy review and Audit Committee oversight .
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RED FLAGS: None disclosed for Schwab. No pledging, no hedging, no attendance shortfall, no director-specific related-party transactions, no low say-on-pay issues noted in director section .