William Brown
MARRIOTT INTERNATIONAL INC /MD/About William Brown
William P. (“Liam”) Brown is Group President, United States & Canada at Marriott International, appointed effective January 2021. He joined Marriott in 1989 and previously led Europe, Middle East & Africa and North America franchising; he holds a Hotel Diploma and Business Degree from Dublin Institute of Technology/Trinity College and an MBA from the University of Maryland. Age 64 as of February 1, 2025, Brown’s region contributes materially to Marriott’s asset-light growth; company-level 2024 results included net income of $2.375B, Adjusted EBITDA of $4.981B, and systemwide RevPAR up 4.3%, while 2022 PSUs paid out at 180% given Adjusted EBITDA above max and TSR at the 84th percentile .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Marriott International | Group President, United States & Canada | 2021–present | Leads development and management of U.S. & Canada portfolio, key driver of rooms growth and owner preference . |
| Marriott International | Group President, Europe, Middle East & Africa | 2020 | Oversaw EMEA portfolio across brands and growth priorities . |
| Marriott International | President & Managing Director, Europe | 2018–2019 | Led European operations and growth . |
| Marriott International | President, Franchising, Owner Services & Managed by Marriott Select Brands, North America | 2012–2018 | Drove franchise and select-service growth; strengthened owner relationships . |
| Marriott International | COO, Americas for Select Service & Extended Stay; Owner & Franchise Services | Prior to 2012 | Operational leadership across select-service and extended stay segments . |
| Marriott International | SVP/EVP Development, Select Service & Extended Stay | Prior to 2012 | Expanded development pipeline and brand footprint . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| American Hotel & Lodging Association | Executive Committee | Ongoing | Industry policy and advocacy leadership . |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $775,000 | $809,999 | $845,000 |
| Target Bonus % of Salary | 100% | 100% | 100% |
| Actual Annual Cash Incentive Paid | $1,488,000 | $1,619,998 | $1,309,222 |
| Total Compensation | $4,758,284 | $5,466,704 | $5,348,468 |
Notes:
- 2024 annual incentive design: 60% Company Adjusted EBITDA and 40% “Paths to Win” growth metrics; payout 155% of target (Financial 132%, Growth 190%) .
Performance Compensation
| Component | Metric | Weighting | Target | Actual/Payout | Vesting / Term |
|---|---|---|---|---|---|
| 2024 Annual Incentive | Adjusted EBITDA | 60% | $4.88B = 100%; range $4.40B (25%) to $5.20B+ (200%) | Payout 132% for financial component | Cash paid March following fiscal year |
| 2024 Annual Incentive | Growth Metrics (“Paths to Win”: Best Brands & Experiences, Most Loyal Members, Be in More Places) | 40% | Qual/Quant goals set by HRCC | Payout 190% for growth component; aggregate 155% of target | Cash paid March following fiscal year |
| 2024 PSUs (grant 2/15/24) | 2026 Adjusted EBITDA with 3-year Relative TSR modifier ±20% (2024–2026) | n/a | Target shares 5,192; threshold 25% of target; max 200% | Trending at target; shown at max pending performance | Cliff vest after 3 years, subject to performance and continued service |
| 2023 PSUs | 2025 performance with TSR modifier | n/a | n/a | Shown at max level based on first two years trending above target; vest 2/15/26 pending results | 3-year performance/vesting |
| 2022 PSUs (earned) | 2024 Adjusted EBITDA + TSR modifier | n/a | n/a | Earned at 180% of target (150% EBITDA max + +20% TSR at 84th percentile) | Distributed per plan schedules |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 1, 2025) | 18,157 shares; “Percent of Class” below 1% (*) . |
| Vested/Exercisable within 60 days | 491 shares underlying options/PSUs/SARs/RSUs exercisable/vestable within 60 days . |
| Outstanding SARs | 2022: 10,700 exercisable / 5,350 unexercisable; $179.75 strike; expire 2/17/2032; intrinsic value $1,061,333 / $530,667 . 2023: 4,990 / 9,980; $177.55; expire 2/16/2033; intrinsic value $505,936 / $1,011,872 . 2024: 0 / 9,936; $238.87; expire 2/15/2034; intrinsic value $0 / $398,136 . |
| RSUs Unvested | 8,665 units; market value $2,417,015; scheduled to vest 4,379 (2/15/25), 2,988 (2/15/26), 1,298 (2/15/27) . |
| PSUs (earned) | 10,015 from 2022 grant; market value $2,793,640 . |
| PSUs (in flight) | 13,518 (2023 grant, max display; vest 2/15/26 pending results); market value $3,770,711; 10,384 (2024 grant, max display; vest 2/15/27 pending results); market value $2,896,513 . |
| Insider Transactions (2024) | SAR exercises: 11/8/24 (6,945 nominal shares; value $1,096,261) and 11/22/24 (6,600 nominal; value $938,916); RSU/PSU vesting 2/15/24: 31,910 shares; value $7,622,342 . |
| Ownership Guidelines | NEOs must own 3–6× salary grade midpoint within 5 years; must retain 50% of net after-tax shares until compliant; all NEOs have met the requirement . |
| Hedging/Pledging | NEOs prohibited from hedging, holding in margin accounts, or pledging company stock . |
Employment Terms
| Topic | Provision |
|---|---|
| Employment Contracts | Marriott does not have employment contracts with NEOs . |
| Severance Plan | Marriott does not have executive severance plans for NEOs . |
| Change-of-Control | No “single trigger” benefits; equity generally accelerates only upon change-in-control plus qualifying termination; table below shows intrinsic values as of 12/31/24 . |
| Clawbacks | Awards include robust clawback/forfeiture provisions for serious misconduct; Rule 10D-1 compliant accounting restatement clawback policy; continued vesting post-retirement keeps forfeiture provisions in force . |
| Deferred Compensation (EDC) | 2024 Executive contributions $246,500; company contributions $92,437; aggregate earnings $108,771; year-end balance $3,091,428; salary deferral component $84,500 . |
| Perquisites/Other | “All Other Compensation” totaled $123,333 in 2024 (see SCT); standard benefits; no tax gross-ups . |
Change-in-Control value snapshot (as of 12/31/24):
| Item | Amount (USD) |
|---|---|
| Stock Plans intrinsic value (CIC + termination) | $9,243,323 |
| Total Cash Incentive (CIC treatment) | $845,000 |
Equity Award Grant Details (2024 cycle)
| Award Type | Grant Date | Shares/Units | Strike | Vesting |
|---|---|---|---|---|
| PSUs | 2/15/2024 | Target 5,192; threshold 1,298; max 10,384 | n/a | 3-year performance (2024–2026) with TSR modifier; cliff vest 2/15/2027 pending performance and service . |
| RSUs | 2/15/2024 | 3,894 | n/a | Time-based; scheduled vesting through 2027 . |
| SARs | 2/15/2024 | 9,936 | $238.87 | 33% vest each on 1st/2nd/3rd anniversaries; expire 2/15/2034 . |
Board Governance (applicable policies to executives)
- Anti-hedging/anti-pledging policies; robust stock ownership and retention requirements; annual compensation risk assessment overseen by HRCC .
Investment Implications
- Pay-for-performance alignment: Brown’s cash incentive and PSUs are anchored to Adjusted EBITDA and relative TSR, with 2024 annual incentive at 155% of target and 2022 PSU payout at 180% indicating strong linkage to enterprise value creation .
- Selling pressure watch: Multiple SAR exercises in November 2024 realized ~$2.0M, and sizable RSU/PSU vesting in February creates predictable supply; monitor Rule 10b5‑1 disclosures (none adopted/terminated in Q3’25) to assess forward selling cadence .
- Alignment and risk controls: Below‑1% direct ownership but compliance with stringent ownership multiples and retention; prohibitions on hedging/pledging and robust clawbacks reduce misalignment and governance risk .
- CIC economics: No employment/severance agreements and no single‑trigger CIC; equity acceleration only with qualifying termination; 12/31/24 CIC+termination intrinsic value of ~$9.24M plus bonus treatment underscores moderate change‑in‑control exposure without golden parachutes .