Tony Capuano
MARRIOTT INTERNATIONAL INC /MD/About Tony Capuano
President and CEO of Marriott International since February 2021; joined the Board in 2021; age 59 as of the 2025 annual meeting. Career foundation in hospitality consulting; BS in Hotel Administration from Cornell University with active affiliations to Cornell Hotel Society and the school’s Dean’s Advisory Board . Under his tenure, 2024 adjusted EBITDA was $4,981 million and net income was $2,375 million, and the CEO’s compensation actually paid aligned strongly with Company TSR (value of $100 investment at $189.89 vs peer group $147.93) . 2024 annual cash incentive program paid 155% of target, driven by above-target adjusted EBITDA and growth metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Marriott International | President and CEO | 2023–present | Leads global operations, strategy execution, culture, long- and short-term performance |
| Marriott International | CEO | 2021–2023 | Transitioned leadership; drove recovery/expansion following 2021 CEO change |
| Marriott International | Group President, Global Development, Design and Operations Services | 2020–2021 | Led strategic unit growth across brands; global operating standards |
| Marriott International | EVP & Global Chief Development Officer | 2009–2020 | Led global development; accelerated footprint growth |
| Marriott International | SVP, Full-Service Development, North America | 2005–2008 | Expanded full-service portfolio in NA |
| Kenneth Leventhal & Company | Hospitality Consulting Group | Pre-1995 | Advisory experience in hospitality finance/operations |
| Laventhol & Horwath | Leisure Time Advisory Group | Pre-1995 | Advisory experience in leisure/hospitality strategy |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| McDonald’s Corporation | Director | Current | Board and committee service |
| Cornell Hotel Society | Member | Current | Professional community affiliation |
| Cornell School of Hotel Administration | Dean’s Advisory Board Member | Current | Academic advisory |
| Business Roundtable | Member | Current | Policy/CEO forum |
| AHLA Industry Real Estate Financial Advisory Council | Member | Current | Industry real estate advisory |
| Save Venice, Inc. | Trustee | Current | Non-profit governance |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $1,300,000 | $1,400,001 | $1,400,001 |
| All Other Compensation ($) | $100,569 | $981,361 | $721,411 |
- 2024 perquisites include $666,722 attributable to personal use of the corporate aircraft, required for all air travel per independent security policy, plus 401(k)/EDC contributions and travel-related allowances .
Performance Compensation
| Annual Cash Incentive Design (2024) | Weight | Target | Actual/Payout |
|---|---|---|---|
| Adjusted EBITDA (company-wide) | 60% | $4.88B for 100% payout; <$4.40B = 0%; $5.20B+ = 200% | Achieved ~$4.981B; financial component paid 132% of target |
| Growth Metrics (3 paths to win, quantitative/qualitative) | 40% | Company-set milestones | Paid 190% of target |
| Total Annual Incentive Payout | — | Target 200% of salary for CEO | 155% of target; actual paid $4,338,254 |
| 2024 Long-Term Incentive Grants (Grant date 2/15/2024) | Shares/Units | Exercise/Terms | Grant Date Fair Value ($) |
|---|---|---|---|
| PSUs (2024–2026 performance period) | Target 32,445; range 8,111–64,890 | Earned on 2026 Adjusted EBITDA with +/-20% 3-year relative TSR modifier | $8,040,844 |
| RSUs | 16,224 | Vest 1/3 per year over 3 years | $3,558,410 |
| SARs | 41,397 | Exercise price $238.87; vest 1/3 per year over 3 years; 10-year term | $3,875,173 |
| Vesting Schedule Summary | Terms |
|---|---|
| SARs | Vest in equal 1/3 annual tranches over 3 years; value realized only if stock price exceeds grant price; upon exercise, shares delivered per intrinsic value formula |
| RSUs | Vest in equal 1/3 annual tranches over 3 years; value moves with stock price |
| PSUs | 3-year performance period; earned based on 2026 Adjusted EBITDA with relative TSR modifier (+/-20%) vs defined peer group |
- PSUs granted in 2022 paid at 180% of target (150% on EBITDA, +20% TSR at 84th percentile) .
Equity Ownership & Alignment
| Ownership Snapshot (as of March 1, 2025) | Value |
|---|---|
| Beneficially Owned Shares | 249,135; percent of class: “*” (less than 1%) |
| Pledged Shares | None for current director/executive officers (exceptions apply only to certain non-independent family holdings) |
| Stock Ownership Guidelines | Required multiple of 3–6x salary grade midpoint; NEOs must retain 50% of net after-tax shares until compliant; all NEOs met requirement |
| Outstanding Awards at 12/31/2024 | Count | Market/Payout Value ($) |
|---|---|---|
| RSUs not vested | 36,102 | $10,070,292 |
| PSUs (2022 grant; earned) | 62,588 | $17,458,241 |
| PSUs (2023 grant; unearned at max trending) | 84,484 | $23,565,967 |
| PSUs (2024 grant; unearned at max trending) | 64,890 | $18,100,417 |
| SARs outstanding (selected tranches) | 2018–2024 grants; various tranches including 41,397 (2024) | Intrinsic values by grant, e.g., $1,658,778 (2024 unexercisable) |
| 2024 Realizations | Event | Shares | Value Realized ($) |
|---|---|---|---|
| SAR exercise (11/12/2024) | Exercise | 23,370 nominal shares | $4,586,596 |
| RSU/PSU vest (2/15/2024) | Vesting | 112,099 | $26,777,088 |
| Nonqualified Deferred Compensation (EDC) – 2024 | Amount ($) |
|---|---|
| Executive Contributions | $42,000 |
| Company Contributions | $31,500 |
| Aggregate Earnings | $55,592 (rate set at 3.75% for 2024) |
| Aggregate Balance at FYE | $1,560,513 |
| Prior-year amounts reported as compensation (aggregate) | $523,137 |
| Excess earnings above 120% federal long-term rate | None in 2024 |
- Hedging/margin/pledging prohibitions apply to executives; continued vesting upon qualifying retirement keeps forfeiture clauses active post-termination .
Employment Terms
| Feature | Terms |
|---|---|
| Employment contracts | None for NEOs; no executive severance plans |
| Annual cash incentive forfeiture | Forfeited if not employed on last day of year; exceptions for retirement, death/disability, or termination in connection with/following change in control (paid pro-rata at target) |
| Change-in-control benefits | Limited “double trigger” under Stock Plans and EDC; cut-back provision to avoid excise tax; no tax gross-ups; no single-trigger benefits |
| Clawbacks | Compliance with Sarbanes-Oxley and Rule 10D-1; recoupment for restatements; award forfeiture for misconduct or covenant violations; continued vesting preserves forfeiture provisions post-retirement |
| Potential Payments upon Termination (as of 12/31/2024; stock price $278.94) | Retirement ($) | Disability ($) | Death ($) | Change in Control & Termination ($) |
|---|---|---|---|---|
| Stock Plans (intrinsic value of unvested awards) | $46,778,221 | $48,687,724 | $48,687,724 | $48,687,724 |
| Total Cash Incentive | — | $2,800,000 | $2,800,000 | $2,800,000 |
Performance & Track Record
- 2024 operational outcomes: global systemwide RevPAR +4.3% YoY; returned over $4.4B to stockholders; record ~1,200 development deals signed (~162,000 rooms); net rooms growth 6.8%; portfolio exceeded 9,300 properties and 1.7M rooms across 144 countries by YE 2024; strong associate engagement; customer targets exceeded for guest satisfaction and Bonvoy engagement/enrollments .
- Pay-versus-performance alignment shows rising compensation actually paid tracking TSR; 2024 net income $2,375M; adjusted EBITDA $4,981M .
Board Governance
- Director since 2021; not independent due to executive role .
- Committee memberships: Executive Committee and Inclusion and Social Impact Committee (member) .
- Executive Committee chaired by David S. Marriott; members include Capuano, Henderson, Lee; did not meet in 2024 .
- Governance structure: Chairman (David S. Marriott), Lead Independent Director (Fritz Henderson) overseeing executive sessions and CEO evaluation; Audit, HRCC, NCGC, and TISOC committees are fully independent .
Dual-role implications:
- Separation of Chairman and CEO mitigates concentration of power; presence of Lead Independent Director and fully independent key committees supports board independence and oversight .
- As an officer-director, Capuano receives no additional director compensation, reducing potential conflicts tied to director pay .
Director Compensation
- Non-employee directors receive $100,000 cash retainer, $200,000 deferred share award; additional fees for lead independent director ($60,000), committee chairs/members; Capuano, as an officer, is not paid for board service .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval was “nearly 90%” for 2023 NEO compensation; program structure unchanged given strong support .
Compensation Committee Analysis
- Independent consultant: Pearl Meyer; targets for total direct compensation generally near the 50th percentile of a broad and select peer group, adjusted for impact/tenure/performance; long-term equity comprises the largest component (approx. 65–76% of total), with 50% of CEO’s annual equity as 3-year PSUs .
Equity Ownership & Alignment Analysis
- Ownership size: 249,135 shares beneficially owned (<1%); alignment reinforced by strict ownership guidelines and retention of 50% net shares until guideline met; hedging/pledging/margin prohibitions .
- 2024 monetization events: SAR exercise ($4.59M value realized) and significant RSU/PSU vest ($26.78M realized) could contribute to near-term selling pressure around vest/exercise windows, though not necessarily indicative of open-market sales; Form 4s would be needed for transaction specifics .
Employment Terms & Economics
- No employment contract or executive severance plan reduces guaranteed payouts; double-trigger change-in-control design with cut-back provision and no gross-ups is shareholder-friendly .
- Substantial unvested equity value at termination under various scenarios (e.g., ~$48.69M under disability/death/CIC termination) provides retention incentive tied to long-term performance .
Risk Indicators & Red Flags
- No hedging or pledging by executives; no option/SAR repricing; no tax gross-ups; strong clawbacks; annual incentive forfeiture rules discourage short-termism .
- Perquisites: mandated aircraft usage for security (personal-use incremental cost $666,722 in 2024) — governance rationale disclosed; visibility into cost .
Compensation & Ownership Tables (Multi-Year)
| Summary Compensation ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $1,300,000 | $1,400,001 | $1,400,001 |
| Stock Awards | $9,193,155 | $10,932,550 | $11,599,254 |
| SAR Awards | $3,125,029 | $3,750,128 | $3,875,173 |
| Non-Equity Incentive | $4,992,000 | $5,600,005 | $4,338,254 |
| Change in Pension/Deferred Earnings | $4,340 | $0 | $0 |
| All Other Compensation | $100,569 | $981,361 | $721,411 |
| Total | $18,715,093 | $22,664,045 | $21,934,093 |
| Pay vs Performance (Selected Metrics) | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Compensation Actually Paid to CEO ($) | $24,543,932 | $18,024,813 | $55,505,310 | $45,969,635 |
| Marriott TSR (Value of $100) | $109.56 | $99.32 | $152.00 | $189.89 |
| Peer Group TSR (Value of $100) | $88.83 | $67.29 | $111.92 | $147.93 |
| Net Income (Millions) | $1,099 | $2,358 | $3,083 | $2,375 |
| Adjusted EBITDA (Millions) | $2,278 | $3,853 | $4,656 | $4,981 |
Investment Implications
- High equity weighting (RSUs/SARs/PSUs) and three-year PSU design with relative TSR modifier tightly align CEO pay with long-term value creation, reducing misalignment risk; ownership guidelines and anti-hedging/pledging reinforce alignment .
- Documented vest/exercise events and sizable outstanding unvested awards suggest periodic liquidity windows, but absence of pledging and strong clawbacks mitigate adverse governance signals; monitor Form 4s around mid-February vest dates and November exercises for trading flow .
- Absence of employment contract/severance plan and double-trigger CIC with cut-back/no gross-ups are shareholder-friendly; potential termination payouts are predominately tied to equity value, supporting retention and performance orientation .
- Operational execution under Capuano has been strong (RevPAR growth, record development deals, net rooms growth), supporting performance-linked payouts and pay-versus-performance alignment; continued focus on adjusted EBITDA and TSR in incentives implies sensitivity to macro travel demand and capital returns .