UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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INFORMATION REQUIRED IN PROXY STATEMENTSCHEDULE 14A INFORMATION
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Definitive Proxy Statement□

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Definitive Additional Materials□

Soliciting Material Under §240.14a-12

Marriott International, Inc.
(Name of Registrant as Specified In Its Charter)(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):☒

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PROXY STATEMENT
Notice of Annual Meetingof Stockholders
Friday, May 10, 2024

Letter from Our Chairman and Lead Independent Director
Dear Stockholder:
The Board of Directors is incredibly proud of the work Marriott and its associates havedone to fulfill the company’s purpose of connecting people through the power of travel
and to advance the company’s Growing Forward strategy. Last year, the company again
delivered excellent results and strong growth, as outlined in more detail in this proxystatement and the accompanying Annual Report, and returned over $4.5 billion to
stockholders through dividends and share repurchases. Looking ahead, we remaincommitted to our proven, asset-light business model and investing in our business in waysthat enhance stockholder value.
The Board remains focused on overseeing the enablers that support the company’s
strategy and growth. We are excited about the continued growth of our business throughtechnology and innovation, including our comprehensive, multi-year digital andtechnology transformation – designed to elevate the customer experience, empower
associates, and deliver more for our owners and franchisees. We are committed toembedding sustainability in our operations – recognizing that serving our world helps thecommunities where we operate and is also good business. We are rigorous in ourattention to overseeing regulatory and other risks – knowing that how we do business is
as important as the business we do.

It is our pleasure to invite you to our2024 Annual Meeting ofStockholders on May 10, 2024,
beginning at 8:30 a.m. Eastern Time.
The meeting will be a virtual
meeting conducted via audio
webcast. Information on how toattend, submit questions, and voteduring the meeting can be foundwithin these proxy materials. We
value your vote and encourage you
to use one of the options laid out inthe proxy to vote your shares
whether or not you plan to attend
the annual meeting.

Talent is foundational to our strategy and a key priority for the Board. Last year saw the launch of the company’s new people brand,‘‘Be,’’ allowing us to attract and retain top talent. Three signature elements will continue to guide us: (1) growing great leaders throughprograms that encourage associates to be curious, courageous, and connected; (2) investing in associates by offering competitive andcompelling compensation and benefits, including resources focused on associates’ physical, mental, and financial well-being; and(3) providing access to opportunity by focusing on accelerating non-management associates to management positions and early
managers to more senior roles.
As a Board, we also remain focused on our own quality and effectiveness. In the past year, we discussed strategic priorities andemerging areas impacting the company, coordinated activities and events around our meetings to allow directors to meet and engage
with associates across our operations and key disciplines, and enhanced our own evaluation practices. Regular refreshment also remains
a key priority. Eric Hippeau, who has served on our Board since 2016 and previously served on the board of Starwood, has reached ourmandatory retirement age and is not standing for reelection this year. Eric helped guide the Board through the Starwood integration,and more recently he was instrumental in the creation of our Technology and Information Security Oversight Committee and a championof the company’s technology transformation efforts. We will miss Eric’s perspective and expertise. The Board is reducing its size to 12
with Eric’s departure, but we remain committed to identifying strong and independent prospective Board members who value Marriott’s
culture and core values and add to the breadth of our backgrounds, experiences, perspectives, and skills in areas critical to thecompany’s strategic priorities.

A NOTE FROM DAVID MARRIOTT
It is an honor to serve as Chairman of the Board and as an ambassador for the company. Last year I traveled almost 200,000 miles
visiting properties worldwide, meeting with associates, owners and franchisees, and customers across the globe, speaking withbusiness councils, and representing the company at internal and external conferences and events. Everywhere I go, our culture shinesbright and is supported by our associates’ warm hospitality, exceptional service, and commitment to taking care of our guests andeach other. It gives me tremendous pride and inspiration to have members of the Board join me on some of these visits – seeing
Marriott’s culture firsthand through hotel tours, gatherings with associates and local company leaders, and other on-property
activities. These experiences continue to enrich the Board’s understanding of Marriott’s unique culture and they serve as a constantreminder that our culture is, without a doubt, what makes this company so unique and successful.

We are thrilled with the company’s progress andperformance, and believe the future is bright for Marriott.
Thank you for your continued support.

David S. Marriott
Chairman of the Board

Frederick A. “Fritz” Henderson
Lead Independent Director

Notice of 2024
Annual Meeting ofStockholders
Friday, May 10, 2024
8:30 a.m. Eastern Time
VIRTUAL MEETING ACCESS:

To Our Stockholders:
The 2024 annual meeting of stockholders (‘‘Annual Meeting’’ or‘‘2024 Annual Meeting’’) of Marriott International, Inc. (‘‘we,’’ ‘‘us,’’‘‘our,’’ ‘‘Marriott,’’ or the ‘‘Company’’) will be a virtual meeting heldon May 10, 2024, beginning at 8:30 a.m. Eastern Time.
Stockholders of record as of the record date may join a live audio
webcast at www.virtualshareholdermeeting.com/MAR2024.
At the Annual Meeting, stockholders will act on the following
items:

1

Election of each of the 12 director nominees named in theproxy statement;

2

Ratification of appointment of Ernst & Young LLP as theCompany’s independent registered public accounting firm forfiscal year 2024;

3

An advisory vote to approve executive compensation;

4

A stockholder resolution requesting that the Company
commission a third-party civil rights audit;

5

A stockholder resolution requesting the Company annually
prepare a racial and gender pay gap report; and6

Any other matters that may properly be presented at theAnnual Meeting.

www.virtualshareholdermeeting.com/MAR2024
HOW TO VOTE YOUR SHARESIN ADVANCE OF THE ANNUAL MEETING(see pages 81-84 for detail)BY TELEPHONE
Using the toll-free phone number
listed on the proxy card or voting
instruction form

HOW TO ATTEND:
VIA THE INTERNET
Using the Internet and voting at
the website listed on the proxycard or voting instruction form

BY MAIL
Completing, signing, andreturning the enclosed proxycard or voting instruction formin the enclosed postage-paid
envelope

RECORD DATE
Stockholders of record at the close of businesson March 13, 2024 are entitled to notice of, toattend, and to vote at the Annual Meeting.

Stockholders of record as of the record date may attend theAnnual Meeting at www.virtualshareholdermeeting.com/
MAR2024 by entering the 16-digit control number that appears
on your proxy card. If your shares are held in street name andyour voting instruction form indicates that you may vote thoseshares through the http://www.proxyvote.com website, thenyou may attend the Annual Meeting with the 16-digit accesscode indicated on that voting instruction form. Otherwise,stockholders who hold their shares in street name should
contact their bank, broker or other nominee (preferably at least
five days before the Annual Meeting) and obtain a ‘‘legal proxy’’in order to be able to attend the Annual Meeting. Whether or
not you plan to attend the Annual Meeting, we encourage you
to vote and submit your proxy in advance by one of themethods described on this page. Stockholders who attend themeeting may also vote online during the Annual Meeting byfollowing the instructions provided on the Annual Meetingwebsite. Brokers are not permitted to vote on certain proposals
and may elect not to vote on any of the proposals unless you
provide voting instructions. Voting your shares will help ensurethat your interests are represented at the meeting.
For the convenience of our stockholders, proxies may besubmitted by telephone, electronically through the Internet, orby completing, signing, and returning the enclosed proxy card.
In addition, stockholders may elect to receive future stockholder
communications, including proxy materials, through theInternet. Instructions for each of these options can be found in
the enclosed materials.
By order of the Board of Directors,

DISTRIBUTION DATEThis proxy statement is first being made available
to our stockholders on March 27, 2024.

Andrew P.C. Wright
Secretary

March 27, 2024

Table of Contents
COMPANY HIGHLIGHTS

1

Risk Oversight

43

PROXY STATEMENT SUMMARY

5Stockholder Engagement

44

ITEMS TO BE VOTED ON

12

Stockholder Communications with the Board

44

Code of Ethics and Business Conduct Guide

44

AUDIT COMMITTEE REPORT AND INDEPENDENTAUDITOR FEES

45

1

Election of Directors

2

Ratification of Appointment of Ernst & Young
LLP as the Company’s Independent Registered
Public Accounting Firm for Fiscal Year 2024

12

Report of the Audit Committee

45

Advisory Vote to Approve Executive
Compensation

13

Pre-Approval of Independent Auditor Fees
and Services Policy

45

Independent Registered Public Accounting Firm
Fee Disclosure

46

EXECUTIVE AND DIRECTOR COMPENSATION

47

17

Report of the Human Resources andCompensation Committee

47

CORPORATE GOVERNANCE

20

Compensation Discussion and Analysis

48

Board Leadership Structure

20

Executive Compensation Tables and Discussion

60

Board Composition and Diversity

22

Director Compensation

72

Board Skills and Experience

23

Securities Authorized for Issuance under Equity
Compensation Plans

75

Selection of Director Nominees

24

Nominees to our Board of Directors

25

STOCK OWNERSHIP

76

Director Attendance

37

Stock Ownership of our Directors, Executive Officers
and Certain Beneficial Owners

76

Governance Principles

37

TRANSACTIONS WITH RELATED PERSONS

79

Anti-Hedging and Anti-Pledging Policies

37

Director Independence

37

Policy on Transactions and Arrangements with Related
Persons

80

Board Committees

39

QUESTIONS AND ANSWERS ABOUT THE MEETING

81

Meetings of Independent and Non-Employee Directors

422024 Proxy Materials

81

Board Evaluation Process

42

Participating in the Annual Meeting81

Director Orientation and Continuing Education

42

Voting Procedures

82

Other Matters

84

HOUSEHOLDING86

OTHER MATTERS

86

CAUTIONARY STATEMENTS

87

EXHIBIT A

A-1

3
4
5

Stockholder Resolution Requesting that theCompany Commission a Third-Party Civil
Rights Audit
Stockholder Resolution Requesting theCompany Annually Prepare a Racial and
Gender Pay Gap Report12

14Company Highlights
OUR COMPANY
At Marriott, we never stop searching for
inventive ways to serve our customers,
provide opportunities for our associates,and grow our business. The company thatbegan as a nine-seat root beer stand in 1927
has grown to a portfolio of more than 8,800
properties across more than 30 leading
brands in 139 countries and territories.
Marriott is consistently recognized as a top
employer and for its superior business
operations, which it conducts based on fivecore values: put people first, pursue
excellence, embrace change, act withintegrity, and serve our world.

2024 Proxy Statement

OUR GROWING FORWARD STRATEGYOur Growing Forward strategy encapsulates
our company priorities, rooted in our corevalues, and guides us as we work to deliver on
the promise of Marriott’s unique brand of
hospitality around the world. In Growing
Forward, we have rallied around our purposeof Connecting People Through the Power ofTravel. This purpose highlights thetransformative power travel has in our worldand sets the tone for how we conductbusiness.

Marriott International, Inc.

1

Company Highlights

PATHS TO WIN
Our Growing Forward strategy is the road map for how we plan to lead the industry and be the first choice for associates, guests, andowners and franchisees. Our three Paths to Win guide how we set our priorities and measure our progress across the Company, how weadvance our proven, asset-light business model, and how we strengthen our competitive advantage.

Best Brands & Experiences

Most Loyal Members

Be In More Places

Delivering an exceptional experience
with our brands and travel offerings
helps us to capture high-value
customers, improve guest satisfaction,and drive profitable revenue to owners
and franchisees. We are focused on
meeting demand across a variety ofsegments, including leisure, business andgroup travel; attracting guests for new
lodging offerings, such as all-inclusive
and affordable midscale; and delivering
an elevated experience across our luxury
brands and offerings.

Our Marriott Bonvoy® loyalty program
grew to over 200 million members inearly 2024. Since we launched Marriott
Bonvoy over five years ago, it has
evolved from a loyalty program to now
encompass our powerful portfolio ofover 30 brands and other travel
offerings, such as The Ritz-Carlton Yacht
Collection and Homes and Villas by
Marriott Bonvoy. We are focused on
growing our Marriott Bonvoy
membership and fostering deeper
member engagement through credit
card offerings, curated experiences,
strategic partnerships, and other travel
products.

We are focused on being wherever ourcustomers want to be with a wide range ofofferings and price points – from hotels to
luxury villas to yachts – around the globe.
Our owners and franchisees are essential
to our growth, and we are focused oncontinuing to create value for them.

2023 Highlights•

Our incredible associates delivered exceptional customer
service and experiences across the portfolio. Customer
satisfaction continued to rise, with our December 2023 intent
to recommend score achieving its highest single month scorein over five years.

•

Solid demand for travel and our diverse portfolio of leading
brands drove strong financial results in 2023. Net income was$3.083 billion, a 31% increase over 2022, and Adjusted
EBITDA reached $4.656 billion, a 21% increase over 2022.(1)•Our luxury portfolio remains unmatched, with 623 properties
at the end of 2023. New luxury openings in 2023 included
the debut of W Budapest, the brand’s first hotel in Hungary,
and Rissai Valley, a Ritz-Carlton Reserve, marking our 500th
hotel in Greater China.

•

We announced an exclusive, long-term license agreementwith MGM Resorts International. The MGM Collection with
Marriott Bonvoy, which launched in the first quarter of 2024,
encompasses 16 of MGM’s hotel and resort destinations,representing nearly 40,000 rooms in Las Vegas and othermarkets across the U.S.

•

Marriott Bonvoy member penetration of global room nights
reached new highs in 2023, at 68% in the U.S. and Canada
and 61% globally.

•

We continued to connect our Marriott Bonvoy members toonce-in-a-lifetime experiences through Marriott Bonvoy
Moments and expanded ways to earn and redeem points.

•

Our growing portfolio of 31 credit cards across 11 countries
includes the first co-branded hotel credit card in India, which
we introduced in 2023.

•

Our Marriott Bonvoy mobile app contributed 22% more roomnights in 2023 than in the prior year. We remain focused on
improving the customer experience across all our digital andother booking channels through the multi-year technology
transformation we have underway.

•

We entered the affordable midscale segment by acquiring
the City Express brand portfolio, which made us the largest
lodging company in the Caribbean & Latin America region.
We also created StudioRes, a midscale extended stay brandin the U.S. and Canada region, and announced the launch of
Four Points Express by Sheraton for our Europe, Middle East
and Africa region.

•

Marriott had a record year of organic signings in 2023, withan average of nearly 2.5 deals signed daily, bringing ourglobal development pipeline up 15% over 2022 to roughly
573,000 rooms at year-end. For the year, we achieved strong
net rooms growth of 4.7%.

•

Conversions once again helped drive growth, accounting for
25% of our organic room additions during the year. In 2023,
we signed a record 184 conversion properties, representing
nearly 65,000 rooms globally.

(1)

Adjusted EBITDA is a non-GAAP financial measure. The reason Marriott International uses this non-GAAP financial measure and a reconciliation to the most directlycomparable measure under U.S. generally accepted accounting principles (GAAP) are provided in Exhibit A.

2

Marriott International, Inc.

2024 Proxy Statement

Company Highlights

TALENT
Talent is foundational to our company strategy and a key priority of the Board. Fulfilling Marriott’s purpose of connecting people
through the power of travel is only possible because of the hard work and dedication of the hundreds of thousands of associates whowear the Marriott name badge around the world. Each associate plays an important role in creating memorable experiences for ourguests that encourage them to come back again and again. In 2023, our associate engagement scores exceeded the ‘‘Best Employer’’
external benchmark, and we were recognized as a top 10 company on the Fortune 100 Best Companies to Work For®, Great Place toWork®, a list we have been on for 26 consecutive years.
Three signature elements guide our people strategy:• Growing Great Leaders: Supporting associates at all levels to become great leaders through programs that encourage curiosity,
courage, and connections.
• Investing in Associates: Offering competitive and compelling compensation and benefits while prioritizing well-being to enableassociates to be their best selves.
• Access to Opportunity: Fostering an environment where everyone is welcome and has the opportunity to succeed, learn, and grow.

In 2023, we introduced ‘‘Be,’’ a powerful symbol of associate life at Marriottand a representation of our award-winning culture where individuals have theopportunity to begin their journey, belong to an amazing global team, andbecome the best version of themselves.

SELECT AWARDS AND RECOGNITIONJUL 2023-JUL 2024
USA

2024 Proxy Statement

Marriott International, Inc.

3

Company Highlights

Serve 360: Doing Good in Every Direction

SERVING OUR WORLD
Serving Our World is one of our core values andthe foundation of our sustainability and social
impact platform, Serve 360: Doing Good in Every
Direction, which guides our efforts to make apositive, sustainable impact wherever we dobusiness. With a presence in 139 countries andterritories, here are some of the ways we believe
serving our world is also good business:• Improve hotel operating efficiency. Embedding
sustainability in hotel design and operations has
the potential to reduce energy usage and costs
and other operating expenses.
• Meet guests’ needs. Over half of our top 100
corporate customers have set science-basedcarbon emissions reduction targets, and meeting
planners and corporate customers regularly ask
us about sustainability when making their hoteland venue decisions.
• Attract associates and customers. Sustainability
and social impact are top priorities of the next
generation of talent and customers.
• Mitigate physical risks to hotels. As extreme
weather and climate change increasingly affectconditions across the globe, it is vital to protect
the ecosystems where we operate so that theselocations remain vibrant destinations for travel.

Here are some highlights that Marriott’s Serve 360 platform achieved last year:
Nurture Our World
We have an ambitious goal to contribute 15 million volunteer
hours by 2025. At year-end 2023, we had contributed over
12 million hours since 2016.

Sustain Responsible Operations
In 2023, we launched the Company’s Climate Action Program
to all managed and franchised properties globally.

Empower Through Opportunity
In 2023, we reenergized TakeCare, our associate wellness
program, focused on providing associates with tools andresources to support their physical, mental, and financial
wellbeing. In addition, we introduced En Route, a series offoundational leadership programs that are designed to help
associates thrive in their careers.
Welcome All and Advance Human Rights
We launched an initiative with the Internet Watch Foundation
to block websites with illegal child sexual abuse materials fromguest internet network access in nearly 5,000 U.S. andCanada hotels.

FOCUS ON SUSTAINABILITY
USE
LESS ENERGY
SOURCE MORE
RENEWABLE ENERGY
PURCHASE
LOWER CARBON FOOTPRINT
GOODS

ly our associatesRalonsumer de
ess c
ma
n
r
nd
Ha

Our Approach to Carbon Reduction
Marriott’s Climate Action Program, a comprehensive approach designed to reduce
our carbon footprint and enable climate-smart growth and decision-making, iscentered around three key components:• Setting Science-Based Targets: In 2023, we submitted Marriott’s emissions
reduction targets to the Science-Based Targets initiative.
• Building Climate Fluency: We strive to educate stakeholders (owners andfranchisees, associates, and suppliers) about where carbon comes from and how
it can be reduced.
• Action Planning to Reduce Carbon: We utilize tailored resources that are
intended to help hotels identify steps to reduce energy, lower carbon emissions,and improve operating efficiency.

Beyond reducing carbon, other efforts are underway that are intended to make a positive and sustainable impact wherever we dobusiness, including efforts focused on water conversation and management, single-use plastic and other disposables reduction, andfood waste reduction. We invite you to learn more about these and all of our Serve 360 activities in our annual Serve 360 Report,
available at www.Marriott.com/Serve360.

4Marriott International, Inc.

2024 Proxy Statement

Proxy Statement Summary
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all information you
should consider. Please read the entire proxy statement carefully before voting.
Voting Matters and the Recommendations of the Board of Directors (the ‘‘Board’’)Board
recommends

Item

1

Election of Directors

2

Ratification of appointment
of Ernst & Young LLP as theCompany’s independent
registered public accounting
firm for fiscal year 2024

3

4

5

Advisory vote to approve
executive compensation

Stockholder resolution
requesting that the Company
commission a third-party
civil rights audit

Stockholder resolution
requesting the Company
annually prepare a racial andgender pay gap report

2024 Proxy Statement

FOR

FOR

FOR

AGAINSTAGAINST

Reasons for recommendation

The Board and its Nominating and Corporate GovernanceCommittee believe the 12 director nominees each possess the
skills, experience, and background to effectively monitor
performance, provide oversight, and advise management on the
Company’s strategy.
Based on the Audit Committee’s assessment of Ernst & Young
LLP’s qualifications and performance, the Board believes retaining
Ernst & Young LLP for fiscal year 2024 is in the best interests of
the Company and its stockholders.

See
page

12

12

The Board believes that the Company’s current executive
compensation program achieves an appropriate balance of longand short-term performance incentives, reinforces the link
between executive pay and the Company’s long-term performanceand stock value, and thereby aligns the interests of our Named
Executive Officers (‘‘NEOs’’) with those of our stockholders.

13

Marriott has strong, clear, and effective policies and practices
designed to support and enrich our culture of welcoming all. The
Board plays an active role in maintaining this culture andoverseeing our work on the issues raised in the proposal. The
Board believes this framework already fulfills the core objectives ofthe proposal and that a long and costly audit process is notnecessary and would not provide meaningful or actionable
information to the Company or stockholders.

14

The Company already includes adjusted pay equity ratios for
U.S. employees by gender and race, as well as managerial andexecutive representation data, in its annual Serve 360 Report. This
information provides stockholders with fulsome and relevant
information to assess the Company’s processes and outcomes.
Unadjusted racial and gender pay equity statistics would notprovide any additional information about our pay practices or ourefforts to minimize, identify, and rectify unintended pay gaps, andwould not provide meaningful or actionable information.

17

Marriott International, Inc.

5

Proxy Statement Summary

Our Director Nominees
See ‘‘Corporate Governance – Nominees to our Board of Directors’’ for more
information. Each director is elected annually by a majority of votes cast.

Independence

975%

of our 12
Director nominees
are Independent

Independent

Diversity

8of our 12
Director nominees
are women and/or
people of color

66%
Age

November 2023
Marriott International Board of Directors

4

4

4

62 and
under

63-68

Over
68

TenureFront: (L to R): Aylwin Lewis, Lauren Hobart, David Marriott,
Tony Capuano, Debi Lee, Horacio Rozanski.

7

Back (L to R): Susan Schwab, Grant Reid, Meg McCarthy, Fritz Henderson,
Debbie Marriott Harrison, Bella Goren, Eric Hippeau. Mr. Hippeau has reachedour mandatory retirement age and is not standing for reelection this year.

3
2

0-5
years

6

Marriott International, Inc.

6-10
years

10+
years

2024 Proxy Statement

Proxy Statement Summary
The following table provides summary information about each director nominee.
Name
Occupation

Age*

Committee memberships

Directorsince
Independent

AC

HRCC

NCGC

ISIC

TISOC

EC

David S. Marriott
Chairman of the Board,
Marriott International, Inc.

50

2021

No

MEMBER

CHAIR

58

2021

No

MEMBERMEMBER

64

2022

Yes

67

2014

No

65

2013

Yes

55

2023

Yes

69

2004

Yes

69

2016

Yes

70

2019

Yes

MEMBER

63

2023

Yes

MEMBER

56

2021

Yes

MEMBERMEMBER

69

2015

Yes

MEMBERMEMBER

Anthony G. Capuano
President and Chief Executive Officer,
Marriott International, Inc.

Isabella D. Goren
Former Chief Financial Officer,
American Airlines, Inc. and AMR Corporation

CHAIR
MEMBERF

Deborah Marriott Harrison
Global Cultural Ambassador Emeritus,
Marriott International, Inc.

MEMBER

Frederick A. Henderson(Lead Independent Director)
Former Chairman and Chief Executive Officer,
SunCoke Energy, Inc.

MEMBERCHAIR

F

MEMBER

Lauren R. Hobart
President and Chief Executive Officer,
DICK’S Sporting Goods, Inc.

MEMBERMEMBER

Debra L. Lee
Former Chairman and Chief Executive Officer,
BET Networks

Aylwin B. Lewis
Former Chairman, Chief Executive Officer andPresident, Potbelly Corporation

MEMBERCHAIR

MEMBERMEMBERF

CHAIR

MEMBER

Margaret M. McCarthy
Former Executive Vice President,
CVS Health Corporation

CHAIR

Grant F. Reid
Former President and Chief Executive Officer,
Mars, Incorporated

MEMBER

Horacio D. Rozanski
President and Chief Executive Officer,
Booz Allen Hamilton, Inc.

Susan C. Schwab
Professor Emerita, University of Maryland Schoolof Public Policy

F Financial Expert
AC:
HRCC:
NCGC:

Audit Committee
Human Resources and Compensation Committee
Nominating and Corporate Governance Committee

ISIC:
TISOC:
EC:

Inclusion and Social Impact Committee
Technology and Information Security Oversight Committee
Executive Committee* Ages as of May 10, 2024.

2024 Proxy Statement

Marriott International, Inc.

7

Proxy Statement Summary

Corporate Governance Highlights
See ‘‘Corporate Governance’’ for more information.

Independent Board and Board committees

Progressive stockholder rights• Chairman and Chief Executive Oﬃcer (“CEO”) positions
separate since 2012; Lead Independent Director
position established in 2013

• Majority vote in uncontested director elections• Annual director elections• Market standard proxy access right for stockholders• Nine of 12 director nominees are independent• Conﬁdential voting policy• All Audit, Human Resources and Compensation,
Nominating and Corporate Governance, andTechnology and Information Security Oversightcommittee members are independent

Commitment to Board refreshment• Annual Board and committee evaluations• Mandatory retirement age of 72 for directors• Robust director orientation and continuing education
programs for directors• All Audit Committee members are ﬁnancially literate,
and three out of ﬁve members are audit committee
ﬁnancial experts• Our Human Resources and Compensation Committee
uses an independent compensation consultant

The Board has established a comprehensive Board
refreshment process so that the skills, qualiﬁcations,and diversity of perspectives on our Board are consistent
with the needs of the business and that our Board reﬂects
a balance of new and long-term perspectives. Seven of our
12 nominees joined the Board within the last ﬁve years,
including four independent members who have joined theBoard since the beginning of 2021.

Strong stockholder support on say-on-pay
Active stockholder engagement
During 2023, we spoke with investors from more than 400
institutions in individual and group investor meetings andat investor conferences. These investors represent a
majority of our institutional investor base.

8

At the Company’s 2023 annual meeting, stockholders
again expressed substantial support for the compensationof our NEOs, with nearly 96 percent of the votes cast for
approval of the “say-on-pay” advisory proposal relating toour 2022 NEO compensation.

Marriott International, Inc.

2024 Proxy Statement

Proxy Statement Summary

Executive Compensation Matters
2023 was a terrific year. We saw continued strong momentum in our business around the world, thanks to solid demand for travel andour diverse portfolio of more than 30 brands, which led to excellent financial and operating performance. All of our regions experienced
significant RevPAR improvement during the year, net income increased by 31% over 2022, and Adjusted EBITDA increased by 21% over2022.(1) We returned over $4.5 billion to stockholders through dividends and share repurchases during the year. Development activity
was also strong as we signed a record 891 organic management, franchise and license agreements in 2023, representing approximately
164,000 rooms, and achieved strong net rooms growth of 4.7%. By year-end, our worldwide system consisted of nearly 8,800 properties
with more than 1,597,000 rooms in 139 countries and territories. Our people are foundational to our strategy. Our associate engagementscores exceeded the ‘‘Best Employer’’ external benchmark, and we were recognized as a top 10 company on the Fortune 100 Best
Companies to Work For®, Great Place to Work® in 2023. Finally, from a customer standpoint, we exceeded our 2023 goals for guest
satisfaction and for Marriott Bonvoy loyalty program member engagement and enrollments.

How We Tie Pay to Performance
There is a strong correlation between our executive pay and Company performance. Our executive compensation program is designed
to maintain this alignment, while also protecting the Company against inappropriate risk-taking and conflicts among the interests of theCompany, its stockholders, and its executives. With these goals in mind, the Board and its Human Resources and Compensation
Committee have implemented an executive compensation program that consists of the following key components:

Base Salary
Reviewed annually and set based on market data, internal equity, tenure and individual
performance considerations.

Target Total
DirectCompensation

Annual Incentive
Based on achievement of pre-established ﬁnancial and business operational
performance measures.
Equity Compensation
The majority of each NEO’s total pay opportunity consists of long-term equity awards,
using a mix of three-year vesting Performance Share Units (“PSUs”),
Restricted Stock Units (“RSUs”) and Stock Appreciation Rights (“SARs”).

(1)

Adjusted EBITDA is a non-GAAP financial measure. The reason Marriott International uses this non-GAAP financial measure and a reconciliation to the most directlycomparable measure under U.S. generally accepted accounting principles (GAAP) are provided in Exhibit A.

2024 Proxy Statement

Marriott International, Inc.

9

Proxy Statement Summary

Majority of Compensation is Equity and At-Risk
The following charts show the percentage breakdown of our NEOs’ target total direct compensation among base salary, at-risk target
annual incentive, and target annual equity compensation for 2023.

5%

2%

7%

Other

Other

Base Salary

16%
Base Salary

14%
AnnualIncentive

President
&
CEO

74%
EquityAverage of
Other NEOs

65%

17%
AnnualIncentive

EquityAlignment Between Company Performance and Annual Realizable Pay
The following graph shows the historical alignment between Company performance (measured as total stockholder return (‘‘TSR’’)) and
the President and CEO’s average annual Realizable Pay (as defined below) over 3-year rolling periods.
President and CEO Realizable Pay and Company TSR Performance
100%

$25

85%
78%

$15

80%

60%

41%
$10

40%

15%
$5

20%

3 Year MAR TSR (60 day)
Rolling Percentage

Average Annual Realizable Pay Value*(Millions)

$20

2%
$0

2017 - 192018 - 20

2019 - 21

2020 - 222021 - 23

0%* Realizable Pay is the sum of salary and bonuses paid, annual incentives earned, and balances of stock awards granted over each 3-year period (including supplemental stock
awards). Stock award balances are valued at the end of the 3-year period and include the ‘‘in-the-money’’ value of SARs, and the value of PSUs (valued assuming target
performance) and RSUs granted during the 3-year period. Realizable Pay is for Mr. Capuano for 2021-2023 and for Arne M. Sorenson, our former President and CEO, for2017-2020. TSR reflects both stock price appreciation and reinvested dividends. The 3-year TSR rolling percentage is determined using 60-day average opening andclosing prices.

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2024 Proxy Statement

Proxy Statement Summary

Executive Compensation Best Practices
Consistent with our commitment to executive compensation best practices, the Company maintained the following NEO compensation
practices for 2023:•

Executive compensation is strongly linked to the Company’s operating and financial performance and strategic businesspriorities•

The Human Resources and Compensation Committee follows a rigorous process in determining NEO pay, including detailed
review of multiple short- and long-term performance factors and market compensation information•

The Human Resources and Compensation Committee emphasizes long-term pay and performance alignment by having
long-term equity represent the largest component of annual target total direct compensation (approximately 65%-75% of
total) and by having 50% of annual equity awards granted to the President and CEO be three-year PSUs•

The Human Resources and Compensation Committee considers diversity and inclusion progress as part of its determination of
executive compensation•

The Human Resources and Compensation Committee reinforces its commitment to long-term performance through robust
stock ownership requirements that discourage excessive risk-taking to achieve short-term returns. NEOs must retain 50% of
the net after-tax shares under equity awards granted after becoming an NEO until they satisfy their applicable ownership
requirement•

NEOs are subject to compensation clawback requirements that can be triggered by either an accounting restatement or byserious misconduct•

The Human Resources and Compensation Committee oversees and reviews an annual compensation risk assessment•

The Human Resources and Compensation Committee is composed solely of independent members of the Board and retains
an independent compensation consultant•

We provide stockholders with an annual vote to approve, on a non-binding, advisory basis, the compensation of the NEOs
and are available for engagement with stockholders on the Company’s compensation process and policies•

We do not have employment contracts with NEOs•

We do not offer defined benefit pension plans or supplemental executive retirement plans for our NEOs•

We do not provide tax gross-ups•

We do not have executive severance plans for our NEOs•

We do not provide ‘‘single trigger’’ change in control benefits•

We do not reprice options or SARs without stockholder approval, nor do we buy out underwater options or SARs•

We do not allow associates, including NEOs, or directors to engage in hedging or derivative transactions related to Marriott
securities•

We do not allow directors or executive officers to hold Company stock in margin accounts or pledge such stock as collateralfor loans, subject to limited exceptions for non-independent directors who are not executive officers•

We do not pay or accrue dividends or dividend equivalents on unvested or unexercised equity awards

What
We Do

What
We Do
Not Do2024 Proxy Statement

Marriott International, Inc.

11

ITEMS TO BE VOTED ON

ITEM 1

Election of Directors
The 12 current directors listed below are standing for election at the 2024 Annual Meeting. If elected, each director will hold office for a
one-year term expiring at the 2025 annual meeting of stockholders and until his or her successor is elected and qualified.

David S. Marriott
Anthony G. Capuano
Isabella D. Goren

Deborah M. Harrison
Frederick A. Henderson
Lauren R. Hobart

Debra L. Lee
Aylwin B. Lewis
Margaret M. McCarthy

Grant F. Reid
Horacio D. Rozanski
Susan C. Schwab

You can find information on the director nominees in the ‘‘Nominees to our Board of Directors’’ section of this proxy statement.
Each of the director nominees is currently a director of the Company and has been elected to hold office until the 2024 Annual Meetingand until his or her successor is elected and qualified. Each of the director nominees has consented to being named in this proxystatement and to serve if elected. However, if before proxies are voted at the Annual Meeting any of the nominees should become
unable to serve or will not serve as a director, the Board may designate a substitute nominee or reduce the size of the Board. If theBoard designates a substitute nominee, the persons named as proxies will vote ‘‘FOR’’ that substitute nominee.
Eric Hippeau, who has served on the Board since 2016, and prior to that time served on the board of Starwood Hotels & Resorts
Worldwide, has attained the age of 72 and therefore was not nominated for re-election as a director, consistent with the retirement
policy in the Company’s Governance Principles. As a result, his term on the Board will end at the Annual Meeting. Mr. Hippeau helped
guide the Board through the Starwood integration, was a founding member of our Technology and Information Security OversightCommittee, and has been an important contributor to the Human Resources and Compensation Committee. The Board thanks him forhis significant contributions and distinguished service.
With Mr. Hippeau’s impending departure, the Board has reduced its size from 13 to 12, effective as of the expiration of Mr. Hippeau’s termat the 2024 Annual Meeting.
The Company’s Bylaws prescribe the voting standard for election of directors as a majority of the votes cast in an uncontested election,such as this one, where the number of nominees does not exceed the number of directors to be elected. Under this standard, a nomineemust receive more ‘‘FOR’’ votes than ‘‘AGAINST’’ votes in order to be elected as a director. Under the Company’s Governance Principles,
if a nominee who already serves as a director is not elected, that nominee shall tender his or her resignation to the Board. The
Nominating and Corporate Governance Committee will then recommend to the Board whether to accept or reject the resignation, or
whether other action should be taken. Within 90 days of the certification of election results, the Board will determine whether to accept
or reject the resignation and will publicly disclose its decision promptly thereafter.
In a contested election, where the number of nominees exceeds the number of directors to be elected (which is not the case at the Annual
Meeting), the directors will be elected by a plurality of the shares present in person or by proxy and entitled to vote on the election of directors.

The Board recommends that stockholders vote FOR each of the 12 director nominees.
ITEM 2

Ratification of Appointment of Ernst & Young LLP as the Company’s Independent
Registered Public Accounting Firm for Fiscal Year 2024
The Audit Committee of the Board has appointed Ernst & Young LLP as the Company’s independent registered public accounting firm
for fiscal year 2024. Ernst & Young LLP, a registered public accounting firm, has served as the Company’s independent registered public
accounting firm since May 3, 2002. Ernst & Young LLP will examine and report to stockholders on the consolidated financial statements
and the effectiveness of internal control over financial reporting of the Company and its consolidated subsidiaries.
We expect that representatives of Ernst & Young LLP will attend the Annual Meeting, have an opportunity to make a statement if they sodesire, and be available to respond to appropriate questions. You can find information on pre-approval of independent auditor fees andErnst & Young LLP’s fiscal year 2023 and 2022 fees in the ‘‘Audit Committee Report and Independent Auditor Fees’’ section of this proxystatement. Although the Audit Committee has discretionary authority to appoint the independent auditor, the Board is seeking
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Items To Be Voted On
stockholder ratification of the appointment of the independent auditor as a matter of good corporate governance. If stockholders do not
ratify the appointment of Ernst & Young LLP, the Audit Committee will take that into consideration when determining whether tocontinue the firm’s engagement. Even if stockholders ratify the appointment of Ernst & Young LLP, the Audit Committee, in its
discretion, may select a different auditor at any time during the year if it determines doing so to be in the best interests of the Company
and its stockholders.

The Board recommends that stockholders vote FOR ratification of the appointment of Ernst &Young LLP as the Company’s independent registered public accounting firm for fiscal year 2024.
ITEM 3Advisory Vote to Approve Executive Compensation
We are asking stockholders to approve a non-binding advisory resolution on the compensation of our NEOs, as disclosed in this proxy statement.
Although the resolution, commonly referred to as a ‘‘say-on-pay’’ resolution, is non-binding, the Board and Human Resources andCompensation Committee value your opinions and will consider the outcome of the vote when making future compensation decisions.
After consideration of the vote of stockholders at the 2023 annual meeting of stockholders and consistent with the Board’s
recommendation, the Board’s current policy is to hold an advisory vote on executive compensation on an annual basis, and accordingly,
after the Annual Meeting, the next advisory vote on the compensation of our NEOs is expected to occur at our 2025 annual meeting ofstockholders.
We urge you to read the Compensation Discussion and Analysis (‘‘CD&A’’) section of this proxy statement, which describes in detail how
our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as theSummary Compensation Table and other related compensation tables and narrative, which provide detailed information on thecompensation of our NEOs.
The Board believes that our current executive compensation program achieves an appropriate balance of long- and short-term
performance incentives, reinforces the link between executive pay and the Company’s long-term performance and stock value, andthereby aligns the interests of our NEOs with those of our stockholders.
In accordance with Section 14A of the Securities Exchange Act of 1934 (the ‘‘Exchange Act’’), and as a matter of good corporate
governance, we are asking stockholders to approve the following advisory resolution at the Annual Meeting:
RESOLVED, that the stockholders of Marriott International, Inc. (the ‘‘Company’’) approve, on an advisory basis, thecompensation of the Company’s Named Executive Officers disclosed in the Compensation Discussion and Analysis, theSummary Compensation Table and the related compensation tables, notes and narrative in the Proxy Statement for theCompany’s 2024 Annual Meeting of Stockholders.

The Board recommends that stockholders vote FOR approval of the advisory resolution to approve
executive compensation.

2024 Proxy Statement

Marriott International, Inc.

13

Items To Be Voted On

ITEM 4

Stockholder Resolution Requesting that the Company Commission a Third-Party Civil
Rights Audit
Trillium ESG Global Equity Fund (the ‘‘proponent’’), whose address and stockholdings will be provided by us upon written or oral
request, has advised the Company that it plans to present the following proposal at the Annual Meeting. If the proposal is properly
presented at the Annual Meeting by or on behalf of the proponent, the Board unanimously recommends a vote ‘‘AGAINST’’ the following
stockholder resolution. We have included the proponent’s proposal in this proxy statement pursuant to SEC rules, and the Board’s
response to it follows. The proposal contains assertions about the Company or other statements that we believe are incorrect. We havenot attempted to refute all inaccuracies.

The Proponent’s Proposal
Civil Rights Audit
Resolved: Shareholders urge the board of directors to oversee a third-party audit (within a reasonable time and cost) which assesses
and produces recommendations for improving the civil rights impact of its policies, practices, products, and services. Input fromstakeholders, including civil rights organizations, employees, and customers, should be considered in determining the specific matters tobe assessed. A report on the audit, prepared at reasonable cost and omitting confidential/proprietary information, should be publishedon the company's website.
In 2020, Marriott published a statement affirming, ‘‘We believe racism should be eradicated’’ and states on its website that ''Diversity
and inclusion is fundamental to our core values and strategic business goals.’’1 Though Marriott has initiatives to address discrimination,
its current actions may be insufficient to address controversies involving the company.
Marriott is connected to allegations of employment discrimination. In September 2022, the Department of Labor found that a resort
operated by Marriott in Tennessee discriminated against 250 Black, Asian, and female job applicants for housekeeping roles during
2018-2020.2 Marriott agreed to pay $630,732 in back wages and to offer jobs to 49 affected people without admitting nor denying
wrongdoing. In September 2023, Marriott was ordered to pay $20 million in damages to an employee after a jury found that reasonabledisability accommodations were not made.3
The alleged culture of discrimination may also affect customers. In July 2022, a Marriott patron received an invoice with an anti-Asianslur after a stay in Pennsylvania. The patron claimed that Marriott distanced itself from the incident because it occurred at a franchiseand suggested the slur was a ‘‘clerical error.’’4 Current company reporting is not clear on how Marriott addresses controversies aroundalleged discrimination involving employees or customers.
Marriott's association with the alleged predatory lending of the Marriott Employees' Federal Credit Union (MEFCU) also raises concerns.
While MEFCU operates as a separate entity, its products, available through Marriott's human resources offices, have been flagged for
unusually high fees compared to peer institutions. Workers allegedly use ‘‘Mini Loans,’’ which have an effective rate of 46 percent
inclusive of the application fee and 18 percent interest rate, to afford basic living expenses when Marriott's fluctuating hours result ininsufficient income.5 After a class action lawsuit was filed against MEFCU in 2018, the case was settled in 2020 with MEFCU denying
wrongdoing.6 We believe that the combination of unstable schedules and providing access to high-interest loans likely perpetuates thecycle of poverty and racial inequality.
A civil rights audit would help Marriott identify, prioritize, remedy and avoid adverse impacts on marginalized communities and assist
the company in effective resource allocation, while giving shareholders assurance that Marriott has adequate controls to address
controversies that present risks.

1

https://news.marriott.com/news/2020/06/18/we-stand-against-racism

2

https://www.dol.gov/newsroom/releases/ofccp/ofccp20220927

3

https://www.cbsnews.com/sanfrancisco/news/jury-orders-san-francisco-marriott-marquis-to-pay-20-million-in-disabiIity-lawsuit/4

https://news.yahoo.com/brooklyn-couple-receives-marriott-hotel-183018593.html

5https://www.demos.org/sites/default/files/publications/How%20Marriotts%20Corporate%20Practices%20Fuel%20Growing%20Racial%20lnequality%20in%20America.pdf

6https://www.cutimes.com/2020/08/11/credit-union-settles-members-class-action-lawsult-for-215000/

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Items To Be Voted On

Board Response
The Board recommends a vote AGAINST this proposal.
Since our Company’s founding, we have been guided by the principles of taking
care of others, welcoming all, and putting people first. These values are ingrainedin our culture and how we conduct business, and they are on display at our hotels
and in our associates every day. With that context, the Board recommends thatstockholders vote against the proposal for the following reasons:

SELECT 2023 AWARDS
AND RECOGNITION• We have strong, clear, and effective policies and practices designed to supportand enrich our culture. Our associate engagement scores consistently exceed
the ‘‘Best Employer’’ external benchmark, and we were recognized as #10 on
the Fortune 100 Best Companies to Work For list in 2023, a list we have been
on for 26 consecutive years. We have also been named to the Top 50
Companies for Diversity Hall of Fame from Fair360 (formerly Diversity, Inc.) and
we are regularly recognized by other independent evaluators, examples ofwhich we have noted at right.

Best Workplace for Women,
Fortune/Great Place to Work• The Board plays an active role in maintaining our culture and overseeing ourwork on the issues raised in the proposal, including through its Inclusion andSocial Impact Committee (ISIC), which celebrated its 20th anniversary lastyear. We have dedicated internal teams responsible for driving our initiatives
across diversity and inclusion, multicultural affairs, and human rights, and wehave robust structures in place to respond if we do not meet an associate’s orguest’s expectations.
• We believe that our frameworks for responding to matters related to diversity
and inclusion and welcoming all already fulfill the core objectives of the
proposal and that a long and costly audit process is not necessary and would
not provide meaningful or actionable information to the Company orstockholders.
The proponent suggests that we have a ‘‘culture of discrimination,’’ citing a handfulof disparate allegations spread over a number of years. We strongly disagree. Our
Company looks after hundreds of thousands of associates, owners and franchisees
across the globe, and countless other stakeholders within our supply chain and ourcommunities, not to mention the tens of millions of customers we welcome to ourproperties every year. These individuals build careers with us and choose to dobusiness with us because of our commitment to our people-first culture and strong
core values. After receiving the proposal, we met with the proponent to highlight
our culture and discuss the proposal, including the unique circumstances of theincidents cited in the proposal and how we responded to each. We are confident
that through continued dialogue the proponent would have gained a greaterappreciation for our culture and existing frameworks to create and enrich anenvironment that is inclusive and welcoming of all.

Fortune 100 Best Companies to Work
For, Fortune/Great Place to WorkBest Workplace for Millennials,
Fortune/Great Place to WorkBest Workplace for Parents,
Fortune/Great Place to WorkWorlds Most Admired Companies, Fortune
100 Companies That Care,PEOPLE Magazine/Great Place to Work
Corporate Equality Index: Equality 100
Award, Human Rights Campaign
America's Greatest Workplaces,
Newsweek
America’s Greatest Workplaces for
Parents and Families, Newsweek
World's Best Companies 2023, TIMEWorld’s Top Company for Women, Forbes
Bloomberg Gender-Equity Index, Bloomberg
Best Companies for Diversity, Equity andInclusion, Black Enterprise
Disability Equality Index, Disability:IN
100 Best Companies, Seramount
Top Company for Executive
Women, SeramountTop 50 Best Companies for Latinas to Work in
the US, Latina Style

Marriott’s Culture of Inclusion and Welcoming All
As a hospitality company with a portfolio that spans the globe, we strive to understand, respect, and welcome all. To accomplish this, wework to create a safe, fair, and inclusive workplace for our associates and a safe, secure, and hospitable environment for our guests.
We utilize a variety of tools, resources, and initiatives to educate leaders and associates on diversity and inclusion, treating individuals
with dignity and respect, and instilling a sense of belonging. For example, our ‘‘Respect for All: Putting People First Since 1927’’ initiative
is a platform promoting a culture of inclusion that leverages resources, training, best practices, and content related to diversity andinclusion, including a focus on understanding customer cultures and guest needs with the goal of enabling associates to provide
exceptional customer service to all. We also aim to cultivate a sense of belonging within our workforce through our executive-sponsored,
associate-led Asian & Pacific Islander, Black, Hispanic, LGBTQ+ ONE, Women’s, and Young Professionals Associate Resource Groups(ARGs). ARGs, which are open to all, engage our associates, enhance our culture, and support recruitment, retention, and diversity andinclusion efforts. These initiatives and more are described in greater detail in our annual Serve 360 Report.
2024 Proxy Statement

Marriott International, Inc.

15

Items To Be Voted On
Likewise, our commitment to welcoming all guests includes engaging with diverse groups, creating inclusive guest experiences, andsupporting key diversity and inclusion initiatives. Recent efforts include Marriott’s award winning LoveTravels campaign, which
represents our platform to engage diverse and socially driven consumers over our shared values and reinforce our commitment todiversity, inclusion, and social impact, as well as our continuing work with the disability community to explore ways to welcome andimprove the stay experience for guests with disabilities.
Maintaining and Enhancing a Culture of Inclusion and Welcoming All
In 2003, we were the first in our industry, and one of the first companies in the country, to establish a Board of Directors-led committee
focused on advancing inclusive opportunity. Today, the ISIC oversees the Company’s strategy, efforts, and commitments related to its
people-first culture, associate well-being and inclusion, and other sustainability and social impact matters. At the management level, ourServe 360 Executive Leadership Council, comprised of senior leaders representing each discipline and global division, and our Serve
360 Advisory Council, comprised of continent operations, human resources, and division leaders, guide our efforts to make progress
toward company goals, including our efforts to empower through opportunity and welcome all and advance human rights. We publish
details about our oversight and governance approach in our annual Serve 360 Report and in our governance documents and otherdisclosures throughout the year.
To maintain and further our culture of inclusion and welcoming all, we implement policies, procedures, and programs to help guide our
day-to-day business conduct and promote a culture of fair treatment. These policies include:• The Business Conduct Guide, available in 15 languages, describes the Company’s pledge, and its expectations for associates, toconduct business in an ethical and responsible manner, including to respect guests and each other.
• The Global Equal Opportunity Statement and Harassment and Professional Conduct Policy strictly prohibits sexual and other formsof harassment, discrimination, and retaliation. All allegations of sexual harassment within the Company are required to be referredto the internal investigations department and/or associate relations department.
• Our Principles of Responsible Business detail our efforts to demonstrate our core values and a culture that represents the highest
standards of ethics, integrity, guest and associate experience, and corporate citizenship.
We maintain robust structures to engage and respond when issues arise, and we provide several avenues to encourage associates to ask
questions, raise concerns, speak up, and otherwise report violations of these policies or other workplace concerns, including through ourBusiness Integrity Line or by contacting our Internal Audit or Law departments.
Human Rights Leadership
Our Human Rights Policy Statement, adopted in 2006 and most recently updated in 2017, acknowledges and reflects the principles
contained in the United Nations Universal Declaration of Human Rights and the United Nations Guiding Principles on Business andHuman Rights. The policy describes our goal to provide a safe and healthy working environment for all associates, as it relates toharassment and discrimination prevention, child labor, freedom of association, and human trafficking and forced labor. Among otherimportant human rights initiatives, we require human trafficking awareness training for all on-property associates at both managed andfranchised hotels. As of year-end 2023, more than 1.2 million associates had completed the training since it was launched in 2016. Wealso donated the training to PACT (previously ECPAT-USA), with support from the American Hotel and Lodging Association Foundation,
to make it available to the entire hospitality industry at no cost. Between 2020, when we initially donated the training, through year-end
2023, the training has been completed more than 1.6 million times by hotel workers outside of Marriott.
A Civil Rights Audit Is Unnecessary and Duplicative of Our Ongoing Work
The Company actively addresses the core concerns of the proposal through the policies, practices, and protocols outlined above as wellas numerous other programs and initiatives. We maintain and enhance our culture of welcoming all through dedicated teams, active
executive and Board oversight, robust structures to engage and respond when concerns arise, and regular reviews and updates torelevant policies and training materials. Commissioning a broad, open-ended third-party audit and publishing the requested report
would be a long and costly process that would divert resources away from doing the actual work to pursue these important programs
and initiatives. For all these reasons, we do not believe a third-party audit would be a prudent use of corporate resources or provide ameaningful benefit to the Company or stockholders.

For these reasons, the Board recommends a vote AGAINST the proposal.

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Items To Be Voted On

ITEM 5

Stockholder Resolution Requesting the Company Annually Prepare a Racial and Gender
Pay Gap Report
Myra K. Young (the ‘‘proponent’’), whose address and stockholdings will be provided by us upon written or oral request, has advised theCompany that she plans to present the following proposal at the Annual Meeting. If the proposal is properly presented at the Annual Meetingby or on behalf of the proponent, the Board unanimously recommends a vote ‘‘AGAINST’’ the following stockholder resolution. We haveincluded the proponent’s proposal in this proxy statement pursuant to SEC rules, and the Board’s response to it follows. The proposal contains
assertions about the Company or other statements that we believe are incorrect. We have not attempted to refute all inaccuracies.

The Proponent’s Proposal

Add Value

FOR

Item 5 – Racial and Gender Pay Gap Report
Resolved: Myra K. Young of CorpGov.net and other shareholders request Marriott International, Inc. (‘‘Company’’ or ‘‘Marriott’’) report on
median pay gaps across race and gender, including associated policy, reputational, competitive, and operational risks, and risks related
to recruiting and retaining diverse talent. The report should be prepared at reasonable cost, omitting proprietary information, litigation
strategy, and legal compliance information.
Racial/gender pay gaps are defined as the difference between non-minority and minority/male and female median earnings expressed
as a percentage of non-minority/male earnings (Wikipedia/OECD, respectively).
Supporting Statement: An annual report adequate for investors to assess performance could, with board discretion, integrate base,bonus, and equity compensation to calculate:• percentage median gender pay gap, globally and/or by country, where appropriate• percentage median racial/minority/ethnicity pay gap, US and/or by country, where appropriate
Whereas: Pay inequities persist across race and gender. They pose substantial risks to companies and society. Black workers’ medianannual earnings represent 77 percent of white wages. The median income for women working full time is 84 percent of that of men.
Intersecting race, Black women earn 76 percent and Latina women 63 percent.1 At the current rate, women will not reach pay equity
until 2059, Black women in 2130, and Latina women in 2224.2
Citigroup estimates closing minority and gender wage gaps 20 years ago could have generated 12 trillion dollars in additional national income.
PwC estimates closing the gender pay gap could boost the economies of Organization for Economic Cooperation and Development (OECD)
countries by $2 trillion annually.3 Actively managing pay equity is linked to superior stock performance and return on equity.4
Best practice pay equity reporting consists of two parts:
1.

Unadjusted median pay gaps, assessing equal opportunity to high-paying roles,

2. Statistically adjusted gaps, assessing whether minorities and non-minorities, men and women, are paid the same for similar roles.
Marriott reports only statistically adjusted pay gaps but ignores unadjusted gaps, which address the structural bias women, andunderrepresented minorities face regarding job opportunities and pay, particularly when men hold most higher-paying jobs. While weare glad, Marriott now reports adjusted pay gaps, median pay shows, quite literally, how Marriott assigns value to employees throughroles they inhabit and pay they receive. Median pay gap reporting also provides a digestible and comparable data point to determine
progress over time.
1

https://www.census.gov/data/tables/time-series/demo/income-poverty/cps-pinc/pinc-05.html - par_textimage_24

2

https://static1.squarespace.com/static/5bc65db67d0c9102cca54b74/t/622f4567fae4ea772ae60492/1647265128087/Racial+Gender+Pay+Scorecard+2022++Arjuna+Capital.pdf

3

Ibid.

4

https://www.mckinsey.com/capabilities/people-and-organizational-performance/our-insights/promoting-gender-parityin-the-global-workplace;https://www.issgovernance.com/file/publications/ISS-ESG-Gender-Diversity-Linked-to-Success.pdf

2024 Proxy Statement

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Items To Be Voted On
Racial and gender-unadjusted median pay gaps are accepted as the valid way of measuring pay inequity by the United States Census
Bureau, Department of Labor, Organization for Economic Cooperation and Development, and International Labor Organization. The
United Kingdom and Ireland mandate disclosure of median gender pay gaps.
It is also worth considering that Marriott reported a CEO pay ratio of 477 to 1.
Pay Equity Affirms Human Rights and Increases Long-Term Shareholder Value
Vote FOR Racial and Gender Pay Gap Report – Proposal 5

Board Response
The Board recommends a vote AGAINST this proposal.
This proposal is substantially similar to the proposal the proponent submitted last year. The Board has considered the proposal, as wellas the results from last year’s vote, where more than 75% of the shares voted were against the proposal, and recommends thatstockholders again vote against it for the following reasons:• Our compensation policies are grounded in equity and designed to reflect competitive pay for performance. We have robust andproactive policies and procedures in place that are designed to identify, minimize, and rectify unintended pay gaps. We remaincommitted to the principle of equal pay for equal work and providing opportunities for advancement to our associates regardlessof race, gender, ethnicity, or any other factor at all levels of the Company.
• We annually publish our Serve 360 Report, which already includes pay equity disclosures as well as managerial and executive
representation data. That information provides our stockholders and other stakeholders with fulsome and relevant information toassess the Company’s pay equity processes and outcomes. Unadjusted pay equity statistics would not provide any additional
information about our pay practices or our efforts to identify, minimize, and rectify unintended pay gaps, and would not provide
meaningful or actionable information.
Our compensation policies and practices are grounded in equity and reflect competitive pay for performance.
Pay equity is foundational to our compensation structures and practices. In the U.S., the vast majority of our jobs are hourly paid
positions, which are generally compensated based on fixed or defined pay rates based on tenure. This highly structured compensation
framework helps to prevent the exercise of managerial discretion in setting pay rates and means that our U.S. hourly paid employees
generally are paid the same rate as others with the same job and tenure in their geographic location. Similarly, for our non-hourly
management employees, there are well-established pay bands for all roles, and pay equity is evaluated at the time of an initial job offer
and throughout the employment life cycle. Globally, during the application process, we prohibit inquiries into salary history and ban theuse of compensation history when establishing starting pay for new hires.
We also have robust and proactive policies and procedures in place that are designed to identify, minimize, and rectify unintended pay
gaps. We conduct a detailed statistical analysis with third parties at least annually to review gender and racial pay equity in the U.S.
Additional reviews of pay and processes throughout the year are designed to support us in making adjustments due to market
conditions and providing consistency to associates. Through these pay and policy adjustments, we correct for unintended pay
differences, and where appropriate, adjust for market competitiveness as part of our annual and ongoing reviews. In 2023, as in 2022,
pay adjustments for unintended pay differences were de minimis. We also continue to review our processes and analyses outside of the
U.S. to review and analyze our equitable pay and practices more broadly.
The results are self-evident: as we reported in our 2023 Serve 360 report, a review of U.S. associates’ compensation conducted in 2023
showed that when adjusted for factors such as role, tenure, and location, U.S. associates who identified as female earn approximately
99% of what male associates earn, and U.S. associates who identified as members of a racial or ethnic minority earn approximately 99%of what non-minority associates earn.
We remain committed to transparency and meaningful disclosure.
We are proud of our compensation policies and practices and our proven ability to attract, retain, and develop a diverse and engaged
workforce. As noted above, to help investors and other stakeholders assess our pay equity performance, last year we reported pay
equity ratios by gender and race for U.S. employees, adjusted for factors such as experience, tenure, job function, level and scope of
responsibilities, and geography. We plan to continue this reporting annually. In addition, our Annual Report on Form 10-K and annual
Serve 360 Report provide detailed information about our workforce, commitment to investing in associates, and human capital
strategy – including pay equity practices and policies, the representation of women in global executive and managerial roles and people

18

Marriott International, Inc.

2024 Proxy Statement

Items To Be Voted Onof color in U.S. executive roles, and our EEO-1 form. Combined, this information demonstrates the Company’s performance in bothpaying women and racial and ethnic minority employees fairly for the roles they fill and providing access to managerial and executive
opportunities.
The Board does not believe that the proposal’s additional requested reporting of unadjusted median pay gaps across race and genderglobally is a practical or useful supplement to the existing reporting that we already provide annually. Unadjusted pay gap metrics
compare the average pay of men and employees who do not identify as minorities to the average pay of women and employees who
identify as minorities, without adjusting for any relevant factors, including factors that we believe are crucial to analyzing pay equity,
such as role, tenure, and location. Given the global nature of our workforce and the dramatic differences in market-based pay bygeography, we do not find unadjusted statistics to be a helpful metric to analyze pay equity nor do we believe unadjusted statistics
reflect meaningful information about our compensation policies and practices or the advancement of women and minorities in our
workforce. Given the information we already publish, our existing policies and procedures, and the administrative burden of collecting
and comparing the pay data requested by the proposal, which would involve data from dozens of countries and territories andcorresponding nationalities and currencies, the Board believes that the additional report requested by the proposal is unnecessary,would be a costly diversion of corporate resources, and is not in the best interests of our stockholders. We also disagree with theproposal’s assertion that reporting unadjusted median pay gaps is a best practice – according to a recent third-party report from Teneo,
only 7% of U.S. S&P 500 companies report such information.
We embrace a holistic strategy to invest in our associates.
Pay equity is just one part of our larger set of practices designed to support, develop, and retain a diverse and engaged workforce. Ourlong history of service, innovation, and growth is built on a commitment to put people first. We invest in our associates, with a focus onleadership development, recognition, compensation, career opportunity, and skills training. We are focused on providing our associateswith the tools, resources, and support they need to thrive – both personally and professionally. We have comprehensive compensation
and benefits offerings, and we regularly evaluate these programs for competitiveness against the external talent market.

For these reasons, the Board recommends a vote AGAINST the proposal.

2024 Proxy Statement

Marriott International, Inc.

19

Corporate Governance
Board Leadership Structure
The Board separated the roles of Chairman and CEO in 2012 and has maintained a Lead Independent Director since 2013. The Board
reviews its leadership structure as part of its succession planning process. It believes that separate Chairman and CEO roles, together
with an experienced and engaged Lead Independent Director and independent committee oversight of key functions, provides robust
oversight and independent leadership on the Board while maximizing the Company’s unique advantages.
Separate Board Chairman and CEO. The Board has chosen to separate the roles of Chairman of the Board and CEO for more than ten
years. This structure allows the Chairman to focus on leading the Board in its oversight and governance responsibilities and the CEO tofocus on setting and executing our strategic plans and initiatives and leading the operations of the Company.
David S. Marriott has served as the Chairman of the Board since May 2022. The Board believes that Mr. Marriott’s significant experience
as a senior operations and sales executive of the Company, and his deep understanding of Marriott’s history and culture, bring animportant perspective to Board-level conversations and decision-making and make him well qualified to lead the Board in its oversight
responsibilities. Mr. Marriott stepped down as an employee of the Company in April 2021 in connection with joining the Board to focus
on the Board’s oversight and governance responsibilities. As Chairman, he provides leadership to the Board by, among other things,
working with the President and CEO, the Lead Independent Director, and the Secretary to set Board calendars, develop agendas for
Board meetings, facilitate the appropriate flow of information to Board members and the effective functioning of the Board and its
committees, promote Board succession planning and the orientation of new directors, and support senior management succession
planning. Mr. Marriott also serves as a key conduit between management, the Board, and the Marriott family, who have a significant
ownership stake in the Company and a demonstrated commitment to its long-term success.
The Board believes that the continued involvement of Marriott family members in responsible positions of the Company makes asignificant contribution to the long-term value of our corporate name and identity, reinforces the culture and core values that are thebedrock of our success, and promotes associate engagement and retention. Thus, in addition to his role as Chairman, the Board has
assigned Mr. Marriott additional responsibilities, which include promoting the Company’s business, brands, culture, values and goodwill.
He serves as an ambassador to the Company’s associates, owners and franchisees, and the communities in which we operate,participates in internal Company events and represents the Company at external events, as requested by the President and CEO, senior
executive leadership team or the Board. In doing so, Mr. Marriott continues the Marriott family’s stewardship of the culture and corevalues that have empowered associates, taken care of guests, created opportunities for hotel owners and franchisees, and fueled theCompany for more than 96 years. In 2023, Mr. Marriott traveled almost 200,000 miles around the world to visit hotels and meetassociates, speak with business councils, meet with owners, franchisees and customers, and represent the Company at a variety of
external and internal conferences and events. Given the Marriott family’s iconic status in the hospitality industry and deep historicalperspective on the Company and its mission, combined with Mr. Marriott’s extensive prior experience in a variety of senior roles at theCompany, the Board believes Mr. Marriott is uniquely qualified to serve in this role and that his service provides a competitive advantage
to the Company. The Board considered that these additional responsibilities, combined with Mr. Marriott’s responsibilities as Chairman,
require significant time commitments and has established a chairman retainer fee reflective of those commitments.
Tony Capuano has served as Chief Executive Officer and a director of the Company since February 2021 and was additionally appointed Presidentof the Company in February 2023. As President and CEO, Mr. Capuano leads the global operations of the Company and is responsible for theoverall management and functioning of the Company. He is responsible for setting and overseeing the execution of the Company’s businessstrategies, developing and implementing the Company’s purpose and strategy, cultivating and advancing the Company’s culture and values, anddriving the Company’s short- and long-term performance. Mr. Capuano oversees the senior executive leadership team and is also responsible for
executive development and succession planning. Mr. Capuano reports to the Board, and the Board reviews his performance annually.
Strong Lead Independent Director. Since 2013, the Board has maintained the position of Lead Independent Director. The Lead
Independent Director’s responsibilities include presiding at regular executive sessions of the independent directors as well as meetings ofthe Board at which the Chairman is not present, coordinating the activities of the independent directors, having the authority to convene
meetings of the independent directors, and serving as a liaison between the Chairman, the President and CEO and the independent
directors. The Lead Independent Director also reviews and approves, in consultation with both the Chairman and the President and CEO,
Board meeting agendas and schedules, coordinates the evaluation of Board and committee performance, coordinates the assessment andevaluation of Board candidates, organizes and leads the Board’s annual evaluation of the President and CEO, makes recommendations forchanges to the Company’s governance practices, and participates in direct engagement with major stockholders. The Lead Independent
Director is a standing member of the Board’s Executive Committee. The Board believes that the role of the Lead Independent Director
provides strong Board leadership and appropriate independent oversight. The independent directors of the Board appoint the Lead
20

Marriott International, Inc.

2024 Proxy Statement

Corporate GovernanceIndependent Director annually. Since 2022, the independent directors have selected Mr. Frederick A. ‘‘Fritz’’ Henderson to serve as the Lead
Independent Director. Mr. Henderson has served on the Board since 2013 and served as our Audit Committee chair from May 2014 to
May 2022, and he has extensive experience serving in a variety of other public company board leadership roles.

David Marriott

Fritz Henderson

Tony Capuano

Chairman of the Board

Lead Independent Director

President and CEO

Primary Responsibilities

Primary Responsibilities

Primary Responsibilities•

Focuses on Board oversight,
functioning and governance matters

•

•

•

Presides at meetings of the Board andof the stockholders

Coordinates the activities of the
independent directors and presides at
executive sessions of independent
directors

Leads the Company’s global businessand is responsible for the Company’s
short- and long-term performance•

Reviews and approves Board agendas
and materials

Leads the development andimplementation of the Company’s
purpose and strategy•

Reviews and approves Board agendas
and materials••

Advises the Lead Independent Director
on Board composition, recruitment
and succession planning•

Advises on director recruitment andrecommends Board committee chairs•

Sets and manages the execution of theCompany’s business strategies•

Represents the Company at internaland external events to help further theCompany’s strategic goals and topromote the Company’s business,brands, culture, values and goodwill

Oversees the Board and committee
evaluation process••

Cultivates and advances the Company’s
culture and values•

Organizes and leads the Board’s annual
evaluation of the President and CEO••

Works with the Chairman and thePresident and CEO to provide thatmanagement adequately addresses
matters identified by the Board and the
independent directors

Evaluates and develops the Company’s
executive leaders and succession plans
and sets the Company’s organizational
structure•

Provides advice and counsel to the
President and CEO•

Provides advice and counsel to the
President and CEO

Independent Committee Oversight. Our Audit, Human Resources and Compensation, Nominating and Corporate Governance, andTechnology and Information Security Oversight committees are composed solely of independent directors. Consequently, theindependent directors directly oversee such critical items as the Company’s financial statements, executive compensation, the selectionand evaluation of directors, the development and implementation of our corporate governance programs, and technology, information
security and privacy.

Emeritus Designations
Chairman Emeritus. J.W. Marriott, Jr., our former Executive Chairman and Chairman of the Board, holds the title of Chairman Emeritus.
As Chairman Emeritus, Mr. Marriott may attend certain Board meetings or functions, but he is not a nominee for election and is notconsidered a member of the Board or a ‘‘director’’ as that term is used in our Amended and Restated Bylaws. He may not vote on any
business coming before the Board, and he is not counted as a member of the Board for the purpose of determining a quorum or for any
other purpose. He does not receive a salary in his capacity as Chairman Emeritus or compensation for attendance at Board meetings,
although he may be reimbursed for reasonable expenses incurred to attend such meetings or functions or other business expenses
incurred in connection with his role as Chairman Emeritus.
Director Emeritus. William J. Shaw, a former director and Vice Chairman of the Company, holds the title of Director Emeritus, but does
not vote at or attend Board meetings and is not a nominee for election.
2024 Proxy Statement

Marriott International, Inc.

21

Corporate Governance

Board Composition and Diversity
The Company does not maintain a formal diversity policy for Board membership, however, the Board believes that the directors,
considered as a group, should provide a mix of backgrounds, experience, knowledge, and abilities. Thus, as part of its annual review ofboard composition, the Nominating and Corporate Governance Committee considers and discusses the extent to which the Board as awhole includes a mix of members that represent a diversity of background and experience, which the committee defines broadly toinclude, among other things, differences in backgrounds, qualifications, experiences, viewpoints, geographic locations, education, skills
and expertise, professional and industry experience, and personal characteristics (including age, gender and race/ ethnicity). The Board
believes the current director nominees embody a diverse range of viewpoints, backgrounds and skills, including with respect to age,tenure, gender, and race/ethnicity.

Board Diversity Matrix (as of May 10, 2024)

Board Diversity

Total Number of Directors

12Part I: Gender Identity

Did Not
Disclose
GenderFemaleMale

NonBinary

6

6

0

0

African American or Black

1

1

0

0

Alaskan Native or Native American

0

0

0

0

Asian

0

0

0

0

Hispanic or Latinx

0

1

0

0

Native Hawaiian or Pacific Islander

0

0

0

0

White

5

4

0

0

Two or More Races or Ethnicities

0

0

0

0

Directors

66%

Part II: Demographic Background

LGBTQ+

0

Did Not Disclose Demographic Background0

8of our 12 Director nominees are
women and/or people of color

Director Nominees

Age

Tenure75%

7

Independent
4

4

4
3
2

9
of our 12 Director nominees
are Independent

62 and
under

63-68

Over
68

0-5
years

6-10
years

10+
years

Likewise, the Board believes that committee leadership and membership should reflect the diversity of the Board. When considering andreviewing committee assignments the Nominating and Corporate Governance Committee discusses the extent to which theregularly-meeting committees include a mix of members that represent a diversity of backgrounds and experience. Currently, four of our
five regularly-meeting standing committees are chaired by women and/or people of color.

22

Marriott International, Inc.

2024 Proxy Statement

Corporate Governance

Board Skills and Experience

D. LeeA. Lewis

1

20

8

Age*

58 64 67 65 55 69 69 50 70 63 56 69

GenderM

S. Schwab

L. Hobart

10 11

H. Rozanski

F. Henderson

2

G. Reid

D. Harrison

3

D. Marriott

I. GorenYears on the Board*

Director Nominee

M. McCarthy

A. Capuano

The Board believes that having a mix of directors with complementary qualifications, expertise, and experience is essential to meeting its oversight
responsibility. The skills matrix below summarizes some of the skills and expertise of the nominees that we believe benefit our current businessand strategy. We continue to evaluate the matrix against our needs and strategy so that it can serve as an effective tool for identifying director
nominees who collectively have the complementary experience, knowledge, and abilities relevant to service on the Board.

3

5

1

3

9

Senior Executive Leadership Experience
practical understanding of organizational structure, business planning and strategy,

Hospitality / Travel and Consumer Focus Experience
Experience in the travel and hospitality industry or other industries focused on
attracting and serving consumers, including experience developing strategies to growsales and market share, build brand awareness, and enhance enterprise reputation.

Financial Expertise, principal
involve the performance of similar functions.

Global/International
An understanding of, and experience working in, diverse business environments,
economic conditions, cultures, and regulatory frameworks around the world.

Culture and Human Capital Management
Experience in a human resources or personnel role managing and developing talent,values, and culture or in one or more positions that contribute to an understanding of
how the Company manages and develops its culture and workforce.

Experience working in law, government regulations, and public policy.

Technology and Information Security
Knowledge of technological trends, innovation, and using technology to manage
customer data and deliver products and services to the market.

Public Company Board Service
An understanding of board dynamics and processes, relations between the board andmanagement, corporate governance, oversight, and stockholder relations arising fromprior or current service on other public company boards.

Demographics and Background
Tenure/Age/Gender/Independence

F

F

M

F

F

M

M

F

M

M

F

Independent
Race/Ethnicity/Nationality
African American/Black
Asian/South AsianWhite/Caucasian
Hispanic/Latino* As of the 2024 Annual Meeting.

2024 Proxy Statement

Marriott International, Inc.

23

Corporate GovernanceSelection of Director Nominees
The Nominating and Corporate Governance Committee will consider candidates for Board membership suggested by its members, other
Board members, management, and stockholders. As a stockholder, you may recommend any person for consideration as a nominee fordirector by writing to the Nominating and Corporate Governance Committee of the Board of Directors, c/o Marriott International, Inc.,
Department 52/862, 7750 Wisconsin Avenue, Bethesda, Maryland 20814. Recommendations must include the name and address of thestockholder making the recommendation, a representation that the stockholder is a holder of record of Class A common stock,biographical information about the individual recommended, and any other information the stockholder believes would be helpful to theNominating and Corporate Governance Committee in evaluating the individual recommended.
The Board does not have specific requirements for eligibility to serve as a director. However, in evaluating candidates, regardless of
how recommended, the Nominating and Corporate Governance Committee considers the qualifications set out in the Company’s
Governance Principles, including:

CHARACTER

EXPERIENCEWILLINGNESS

character, judgment, personal andprofessional ethics, integrity, values, andfamiliarity with national and international
issues affecting business

depth of experience, skills, and knowledge
relevant to the Board and the Company’sbusiness, including the ability to provide
effective oversight of long-term strategy
and enterprise risk

willingness to devote sufficient time tocarry out the duties and responsibilities
effectively

In addition, as described above, when evaluating director candidates, the Nominating and Corporate Governance Committee considers
and discusses the extent to which a prospective nominee helps the Board achieve a mix of members that represent a diversity ofbackground and experience. The Nominating and Corporate Governance Committee makes a recommendation to the full Board as toany persons it believes should be nominated by the Board, and the Board determines the nominees after considering therecommendation and report of the Nominating and Corporate Governance Committee. The procedures for considering candidates
recommended by a stockholder for Board membership are consistent with the procedures for candidates recommended by members of
the Nominating and Corporate Governance Committee, other members of the Board, or management. When seeking new director
candidates, the Nominating and Corporate Governance Committee endeavors to include diverse candidates, including women and racialor ethnic minorities, in any search process and directs any search firm that it engages to include women and minority candidates in any
pool of candidates that the firm compiles. During 2023, the Nominating and Corporate Governance Committee used the services ofRussell Reynolds Associates, a third-party executive search firm, for this purpose.

24

Marriott International, Inc.

2024 Proxy Statement

Corporate GovernanceNominees to our Board of Directors
Each of the following director nominees presently serves on our Board and their term of office will expire at the Annual Meeting. The age
shown below for each director nominee is as of May 10, 2024, the date of the Annual Meeting. Each director nominee has been
nominated to serve until the 2025 annual meeting and until his or her successor is elected and qualified, or until his or her earlier death,resignation or removal. Set forth below is each director nominee’s biography as well as the qualifications and experiences each director
nominee brings to our Board, in addition to the general qualifications discussed above.

David S. Marriott
Chairman of the Board, Marriott International
Former President, U.S. Full Service Managed by Marriott

Chairman of the Board
Age: 50
Joined the Board: 2021
Marriott International Board
Committee Memberships■

Executive (Chair)■

Inclusion and Social Impact

Other Public Company Boards(Current)■

None

Other Public Company Boards(Past Five Years)■

None2024 Proxy Statement

Skills and Qualifications
David is only the third Chairman of the Board in the Company’s history. As the son of ourChairman Emeritus and the grandson of our founders, he embodies the culture of the Company
and provides the Board a deep understanding of the Company’s history, core values andmission. Prior to joining the Board, he served in a variety of operational, sales and leadershiproles with the Company since 1999. Most recently, as President, U.S. Full Service Managed by
Marriott, he oversaw hotel operations, human resources, sales and marketing, finance, market
strategy, information resources and development and feasibility for more than 330 hotels
operating under 14 brands in 34 states and French Polynesia. David leverages this experience −and his lifetime around the Company − to provide the Board valuable insight about theCompany’s operations and the hospitality industry.
Career Highlights■
Chairman of the Board (2022 – Present)■
President, U.S. Full Service Managed by Marriott (2018 – 2021)■
Chief Operations Officer, The Americas, Eastern Region (2010 – 2018)■
Various operations and sales roles within Marriott with increasing responsibility, including
Market Vice President; Senior Vice President, Global Sales; Sales, Boston, MA and Arlington,
VA; and Assistant Sous Chef, Salt Lake City Marriott Downtown
Other Activities and Memberships■
JWM Family Enterprises, Inc., Board of Directors■
University of Utah, National Advisory Council■
Howard University School of Business, Marriott-Sorenson Center for Hospitality Leadership,
Executive Board■
The J. Willard & Alice S. Marriott Foundation, Board of Trustees

Marriott International, Inc.

25

Corporate GovernanceAnthony G. Capuano
President and CEO, Marriott International

Director
Age: 58
Joined the Board: 2021
Marriott International Board
Committee Memberships■

Executive■

Inclusion and Social Impact

Other Public Company Boards(Current)■

McDonald’s Corporation

Other Public Company Boards(Past Five Years)
■

26

None

Skills and Qualifications
Tony has served in a variety of leadership roles at the Company since 1995 and has been
instrumental in the Company’s growth. Before his appointment as CEO in February 2021, Tony
was Group President, Global Development, Design and Operations Services, where he led thestrategic unit growth of all of Marriott’s brands while overseeing the global design team as wellas Marriott’s global operating standards and protocols for thousands of properties around theworld. His vast knowledge of the Company and its culture, and his deep experience andrelationships in the hospitality industry, provide the Board valuable insights and perspective.
Tony’s service on the boards of directors and board committees of McDonald’s Corporation andvarious not-for-profit entities provides additional industry and governance perspectives.
Career Highlights■
Marriott International■
President and CEO (2023 - present)■
CEO (2021 – 2023)■
Group President, Global Development, Design and Operations Services (2020 – 2021)■
Executive Vice President and Global Chief Development Officer (2009 – 2020)■
Senior Vice President of Full-Service Development for North America (2005 – 2008)■
Kenneth Leventhal and Company’s Hospitality Consulting Group, Los Angeles, CA■
Laventhol and Horwath’s Leisure Time Advisory Group, Boston, MA
Other Activities and Memberships■
Cornell Hotel Society■
The Cornell School of Hotel Administration, Dean’s Advisory Board■
Business Roundtable■
American Hotel and Lodging Association, Industry Real Estate Financial Advisory Council■
Save Venice, Inc., Trustee

Marriott International, Inc.

2024 Proxy Statement

Corporate GovernanceIsabella D. Goren
Former Chief Financial Officer, American Airlines, Inc. and AMR Corporation

Independent Director
Age: 64
Joined the Board: 2022
Marriott International Board
Committee Memberships■■

Audit (Chair)
Nominating and Corporate
Governance

Other Current PublicCompany Boards■

General Electric

Other Public Company Boards(Past Five Years)■

Gap, Inc.

■

LyondellBasell Industries

2024 Proxy Statement

Skills and Qualifications
Bella brings to the Board and to our Audit Committee, which she chairs, deep financial
expertise and wide-ranging global travel business experience. Her multifaceted career in thetravel business spans almost 30 years and includes extensive experience in implementing
complex global strategies and leading financial functions, customer technology and data
analytics, loyalty programs, customer service organizations and large-scale international
operations. Her responsibilities at American also included human resources, revenue
management, investor relations and marketing. In addition, her service on the boards of
directors of various other public, private and not-for-profit organizations adds strategic andgovernance expertise to the Board.
Career Highlights■
Chief Financial Officer, American Airlines, Inc. (American) and AMR Corporation (AMR)(2010 – 2013)■
Senior Vice President, Customer Relationship Marketing, American (2006 – 2010)■
Various roles of increasing responsibility with American, including finance, revenue
management, human resources and global operational roles:■
Vice President, Interactive Marketing■
Vice President, Asia Pacific Operations■
Vice President, Customer Services Planning■
President, AMR Services■
Various Management Positions
Other Activities and Memberships■
MassMutual Financial Group, Board Member■
National Association of Corporate Directors of North Texas, Board Member■
Southern Methodist University, Lyle School of Engineering, Executive Board Member■
The University of Texas at Austin, Cockrell School of Engineering, Advisory Board Member

Marriott International, Inc.

27

Corporate Governance

Deborah Marriott Harrison
Global Cultural Ambassador Emeritus, Marriott International

Director
Age: 67
Joined the Board: 2014
Marriott International Board
Committee Memberships■

Inclusion and Social Impact

Other Current Public Company
Boards■

None

Other Public Company Boards(Past Five Years)■

28

Skills and Qualifications
As the daughter of our Chairman Emeritus and the granddaughter of our founders, Debbie has
extensive knowledge of the Company’s culture, business and history. Her prior service as ourGlobal Officer, Marriott Culture and Business Councils and continuing service as our Global
Cultural Ambassador Emeritus provides the Board valuable insights into our culture andworkforce. Debbie also provides the Board important judgment and perspectives on
government relations and public policy from her experience leading our government affairs
function, and she leverages her current and prior service on the boards of numerous
not-for-profit entities to assist the Board with fulfilling its corporate governanceresponsibilities.
Career Highlights■
Global Officer, Marriott Culture and Business Councils (2013 – 2019)■
Senior Vice President, Government Affairs (2007 – 2013)■
Vice President, Government Affairs (2006 – 2007)■
Various prior operations and accounting roles at Marriott International and Marriott hotels,
including positions at the Key Bridge and Dallas Marriott hotels
Other Activities and Memberships■
The J. Willard & Alice S. Marriott Foundation, Board of Trustees■
Bill and Donna Marriott Foundation, Trustee■
Bridges from School to Work, Board of Trustees

None

Marriott International, Inc.

2024 Proxy Statement

Corporate GovernanceFrederick A. Henderson
Former Chairman and CEO, SunCoke Energy, Inc.
Skills and Qualifications
Having served in numerous executive and board leadership roles at other public companies
throughout his career, Fritz brings significant leadership and governance experience to our
Board and deep expertise in management and strategic planning. He also brings extensive
international business experience having lived and worked in numerous countries over his
career and he has deep expertise in the fields of finance and accounting gained from his
background as a chief financial officer.
Lead Independent Director
Age: 65
Lead Independent Director
since: 2022
Joined the Board: 2013
Marriott International Board
Committee Memberships
■

Audit

■

Executive■

Nominating and Corporate
Governance (Chair)

Other Current Public Company
Boards■Adient plc (Chair)

Other Public Company Boards(Past Five Years)■

Arconic Corp. (Chair)■

Horizon Global

2024 Proxy Statement

Career Highlights■
Principal, Hawksbill Group (2018 – present), a diversified business and communications
consulting firm■
Chairman and CEO, SunCoke Energy, Inc. (2011 – 2017) and SunCoke Energy Partners GP
LLC (2013 – 2017)■
Senior Vice President, Sunoco (2010 – 2011)■
Various roles of increasing responsibility with General Motors (GM) for more than 25 years,
including:■President and CEO (2009)■
President and Chief Operating Officer (2008 – 2009)■
Vice Chairman and Chief Financial Officer (2006 – 2008)■
Chairman, GM Europe (2004 – 2006)■
Group Vice President and Regional President, GM Asia Pacific (2002 – 2004)■
Group Vice President and Regional President, GM Latin America, Africa and Middle East
(2000 – 2002)■
Various other finance and operational roles starting in 1984
Other Activities and Memberships■
US Farathane Corporation, Board Member■
Alfred P. Sloan Foundation, Board of Trustees, Chair

Marriott International, Inc.

29

Corporate Governance

Lauren R. Hobart
President and CEO, DICK’S Sporting Goods, Inc.

Independent Director
Age: 55
Joined the Board: 2023
Marriott International Board
Committee Memberships■

Human Resources andCompensation■

Technology and Information
Security Oversight

Other Current Public Company
Boards■

DICK’S Sporting Goods

Other Public Company Boards(Past Five Years)■

YUM! Brands■

Sonic Corporation

30

Skills and Qualifications
Lauren brings to the Board executive leadership, strategic vision, marketing and digital
acumen, and operational expertise gained from her senior executive roles at DICK’S Sporting
Goods, an omnichannel retailer serving athletes and outdoor enthusiasts, and PepsiCo. She
provides the Board expertise in branding and marketing, e-commerce, digital operations, andconsumer and employee engagement. In addition, Lauren brings extensive public company
boardroom experience, and her status as the first non-family member CEO of DICK’S positions
her to assist with governance matters unique to our Company.
Career Highlights■
DICK’S Sporting Goods, Inc.
■
President and CEO (2021 – present)■
President (2017 – 2021)■
Executive Vice President, Chief Customer & Digital Officer (2017)■
Executive Vice President, Chief Marketing Officer (2015 – 2017)■
Senior Vice President, Chief Marketing Officer (2011 – 2015)■
PepsiCo, Inc.
■
Chief Marketing Officer, Carbonated Soft Drinks, (2009 – 2011)■
Senior marketing and strategic planning roles (1997 – 2009)■
Associate Vice President, Wells Fargo & Co. (1993 – 1995)■
Account Officer, JPMorgan Chase & Co. (1990 – 1993)
Other Activities and Memberships■
DICK’S Sporting Goods Foundation, President

Marriott International, Inc.

2024 Proxy Statement

Corporate GovernanceDebra L. Lee
Former Chairman and CEO, BET Networks

Independent Director
Age: 69
Joined the Board: 2004
Marriott International Board
Committee Memberships■

Executive■

Inclusion and Social Impact(Chair)■Nominating and Corporate
Governance

Other Current Public Company
Boards■Burberry Group plc■

The Procter & Gamble
Company■

Warner Bros. Discovery

Skills and Qualifications
Debi provides our Board with proven leadership and business experience as the former CEO of
BET Networks, a media and entertainment company. She also has extensive corporate
governance experience from her membership on the boards of other public companies, herlegal experience, and her significant involvement in civic, community and charitable activities.
In addition, Debi’s more than 30 years of experience as an executive in the media industry,along with her broad board experience, provide her with extensive marketing and consumer
industry skills.
Career Highlights■
Chairman and CEO, BET Networks (2006 – 2018)■
Prior to being named chairman and CEO of BET Networks, Ms. Lee served in several
leadership roles at BET beginning in 1986, including President and CEO, President and Chief
Operating Officer, and Executive Vice President and General Counsel■
Attorney, Steptoe & Johnson, LLP
Other Activities and Memberships■
Leading Women Defined Foundation, Founder and Chair■
The Monarchs Collective, Co-founder and partner■
Alvin Ailey Dance Theater, President Emerita■
The American Film Institute, Board of Trustees■
The Paley Center for Media, Board of Trustees■
Brown University, Trustee Emeritus■
My Brother’s Keeper Alliance, Trustee Emeritus

Other Public Company Boards(Past Five Years)
■

AT&T

■

Twitter, Inc. (n/k/a X Corp.)

2024 Proxy Statement

Marriott International, Inc.

31

Corporate GovernanceAylwin B. Lewis
Former Chairman, CEO and President, Potbelly Corporation

Independent Director
Age: 69
Joined the Board: 2016
Marriott International Board
Committee Memberships
■

Audit

■

Human Resources andCompensation (Chair)■

Nominating and Corporate
Governance

Other Current Public Company
Boards■The Chefs’ Warehouse, Inc.

■

Voya Financial, Inc.

Skills and Qualifications
As a result of his numerous senior management positions at Yum! Brands, Kmart, Sears andPotbelly Corporation, Aylwin brings to the Board significant leadership experience; expertise incorporate branding, marketing, franchising and management of complex global businesses;
and insights on meeting consumer needs while driving growth. His service on the boards of
directors and board committees of various other public companies provides additional
strategic and governance perspectives, and he has extensive knowledge of the hospitality
industry from his prior service on the board of directors of Starwood Hotels & Resorts. Aylwin
holds an MBA in Human Resources Management from Houston Baptist University, and a BS
degree in Hotel and Restaurant Management and BA degree in English from the University of
Houston.
Career Highlights■
Chairman, CEO and President, Potbelly Corporation (2008 – 2017)■
President and CEO, Sears Holdings Corporation (2005 – 2008); prior to being named
CEO of Sears, Mr. Lewis was the President of Sears Holdings and CEO of Kmart and Sears
Retail following Sears’ acquisition of Kmart in 2005■
President and CEO, Kmart Holding Corporation (2004 – 2005)■
Various roles of increasing responsibility and leadership with YUM! Brands, Inc., including
Chief Multi-Branding and Operating Officer (2003 – 2004), Chief Operating Officer(2000 – 2003), and Chief Operating Officer, Pizza Hut (1996 – 1997)
Other Activities and Memberships■
Caliber Collison, Board Member

Other Public Company Boards(Past Five Years)■

Red Robin Gourmet Burgers,
Inc.

■

The Walt Disney Company

32

Marriott International, Inc.

2024 Proxy Statement

Corporate Governance

Margaret M. McCarthy
Former Executive Vice President, CVS Health Corporation

Independent Director
Age: 70
Joined the Board: 2019
Marriott International Board
Committee Memberships
■

Audit

■

Technology and Information
Security Oversight (Chair)

Other Current Public Company
Boards■Alignment Healthcare■

American Electric Power
Company, Inc.

■

First American Financial Corp.

Skills and Qualifications
As a former IT executive at multiple major companies, Meg brings significant information andtechnology expertise to the Board, including experience helping consumer-facing organizations
manage transformational technology change as well as privacy and cybersecurity risks. Fromher senior leadership experience managing large groups of employees, complex processes andenterprise-critical technology, she is well-positioned to the provide the Board and ourTechnology and Information Security Oversight Committee, which she chairs, valuable insights
into areas of critical importance to the operations of the Company, including information
security, data privacy, and technology and innovation. She also brings extensive governanceexpertise gained from having served on various advisory boards, councils, and public andprivate company boards.
Career Highlights■
Executive Vice President, CVS Health Corporation (2018 – 2019), a pharmacy healthcare
provider■Executive Vice President, Operations and Technology, Aetna Inc. (Aetna) (2010 – 2018), a
healthcare benefits company■
Chief Information Officer and Vice President and Head of Business Solutions Delivery, Aetna(2003 – 2008)■
Senior Vice President, Information Technology, Cigna Corporation■
Chief Information Officer, Catholic Health Initiatives■
Chief Information Officer, Franciscan Health System■
Consultant, Andersen Consulting (now Accenture)■
Consulting Partner, Ernst & Young

Other Public Company Boards(Past Five Years)■

Brighthouse Financial, Inc.

2024 Proxy Statement

Marriott International, Inc.

33

Corporate Governance

Grant F. Reid
Former President and CEO, Mars, Incorporated

Independent Director
Age: 63
Joined the Board: 2023
Marriott International Board
Committee Memberships
■
■

Audit
Inclusion and Social Impact

Other Current Public Company
Boards■

None

Other Public Company Boards(Past Five Years)
■

34

None

Skills and Qualifications
Grant brings extensive senior leadership, business strategy, and consumer sales experience
gained through his experience as President and CEO of Mars, Incorporated, a position he held
for over eight years. Through his 34-year tenure with Mars, a family-owned multinational
manufacturer of confectionary, pet food and other food products and a provider of animal careservices, he has a deep understanding of the financial, operational and strategic domestic andinternational issues that face global companies, and he has a deep understanding of consumer
and retail trends. Grant also contributes significant sustainability and climate expertise, gained
from his past and current roles with various business organizations, including the Sustainable
Markets Initiative’s Agribusiness Task Force, Business for Inclusive Growth, One Planet for
Bio Diversity, and the Consumer Goods Forum, where he served on the board of directors,
co-chaired the governance committee, and co-led the Forest Positive Coalition.
Career Highlights■
Mars, Incorporated■
President and CEO (2014 – 2022), and member of the Board of Directors (2015 – 2022)■
Global President, Mars Chocolate (2009 – 2014)■
Global President, Mars Drinks (2007 – 2009)■
Executive Vice President, Sales and Customer Care (2001 – 2007)■
Various roles of increasing responsibility with Mars between 1988 – 2001
Other Activities and Memberships■
The Vanguard Group, Board Member and Trustee■
CVC, Senior Operating Partner, a global alternative investment manager (March 2023
– present)■
Agribusiness Task Force, Sustainable Markets Initiative, Chair

Marriott International, Inc.

2024 Proxy Statement

Corporate Governance

Horacio D. Rozanski
President and CEO, Booz Allen Hamilton, Inc.
Skills and Qualifications
Horacio brings to the Board extensive senior leadership and global business experience andorganizational management expertise gained from his role as President and CEO of Booz Allen
Hamilton, a global technology and consulting company. He has a strong background intechnology, innovation, and strategic transformation and business strategy. In addition, having
served as Booz Allen’s chief personnel officer and chief strategy and talent officer, he has deep
understanding of managing and developing talent and a diverse workforce.
Independent Director
Age: 56
Joined the Board: 2021
Marriott International Board
Committee Memberships■

Human Resources andCompensation■

Technology and Information
Security Oversight

Other Current Public Company
Boards■Booz Allen Hamilton, Inc.

Other Public Company Boards(Past Five Years)■

Career Highlights■
President and CEO, Booz Allen Hamilton, Inc. (Booz Allen) (2015 – present)■
Various roles of increasing responsibility with Booz Allen since 1992, including:■President and Chief Operating Officer (2014)■
Chief Operating Officer (2011 – 2014)■
Chief Strategy and Talent Officer (2010)■
Chief Personnel Officer (2003 – 2010)■
Vice President and various consulting roles (1992 – 2003)
Other Activities and Memberships■
CARE USA, Board of Directors■
Children’s National Medical Center, Board of Directors, Chair■
The Economic Club of Washington, D.C., Board of Directors■
U.S. Holocaust Museum’s Committee on Conscience■
Kennedy Center Corporate Fund, Board of Directors■
Business RoundtableNone2024 Proxy Statement

Marriott International, Inc.

35

Corporate Governance

Susan C. Schwab
Professor Emerita, University of Maryland School of Public Policy and Strategic Advisor, Mayer
Brown LLP

Independent Director
Age: 69
Joined the Board: 2015
Marriott International Board
Committee Memberships■

Human Resources andCompensation■

Technology and Information
Security Oversight

Other Current Public Company
Boards■■Caterpillar, Inc.
FedEx Corporation

Other Public Company Boards(Past Five Years)■

36

The Boeing Company

Skills and Qualifications
Ambassador Schwab brings unique senior leadership and global and governmental
perspectives to the Board’s deliberations. Her experience leading large international tradenegotiations and ongoing engagement in international geopolitical and economic andcommercial matters positions her well to advise her fellow directors and our senior
management on a wide range of key global issues facing the Company. Susan’s government
experience also allows her to advise the Company on the many challenges and opportunities
that relate to government relations at home and abroad. As a result of Susan’s prior businessexperience and current service on other Fortune 100 corporate boards, she brings expertise on
a wide range of strategic, operational, corporate governance and compensation matters to theBoard and the committees on which she sits.
Career Highlights■
Professor Emerita (2020 – present) and Professor (2009 – 2020), University of Maryland
School of Public Policy■
Strategic Advisor, Mayer Brown LLP, a global law firm (2010 – present)■
U.S. Trade Representative (2006 – 2009) and Deputy, U.S. Trade Representative(2005 – 2006)■
Vice Chancellor, University System of Maryland, and President and CEO, University System
of Maryland Foundation (2004 – 2005)■
Dean, University of Maryland School of Public Policy (1995 – 2003)■
Director Corporate Business Development, Motorola, Inc. (1993 – 1995)■
Director-General, U.S. and Foreign Commercial Service (Assistant Secretary of Commerce)(1989 – 1993)
Other Activities and Memberships■
National Foreign Trade Council, Chair, Board of Directors■
Business Council for International Understanding, Board Member■
The Conference Board, NYC, Vice Chair and Trustee

Marriott International, Inc.

2024 Proxy Statement

Corporate GovernanceDirector Attendance
The Board met four times in fiscal year 2023. The Company encourages all directors to attend the annual meeting of stockholders. All
13 directors nominated for election in 2023 attended the Company’s 2023 annual meeting. During fiscal year 2023, no current director or
director nominee attended fewer than 75% of the total number of meetings of the Board and committees on which such director served.

Governance Principles
The Board has adopted Governance Principles that provide a framework for our governance processes. The portion of our GovernancePrinciples addressing director independence appears below, and the full text of the Governance Principles can be found in the Investor
Relations section of the Company’s website (www.Marriott.com/Investor) by clicking on ‘‘Governance’’ and then ‘‘Documents &Charters.’’ You also may request a copy from the Company’s Secretary. Our Governance Principles establish the limit on the number ofpublic company board memberships for the Company’s directors at two, including the Company’s Board, for directors who are chief
executive officers of public companies, and four for other directors. Additionally, our Governance Principles provide that members of our
Audit Committee should not serve on more than three audit committees of public companies, including the Company’s Audit
Committee.

Anti-Hedging and Anti-Pledging Policies
Our Securities Trading Policy prohibits Marriott associates, officers, and directors from engaging in hedging or derivative transactions withrespect to our equity securities, all directors and executive officers (as designated in accordance with Rule 16a-1(f) under the Securities
Exchange Act of 1934) from holding our equity securities in a margin account, and all independent directors and executive officers (asdesignated in accordance with Rule 16a-1(f) under the Securities Exchange Act of 1934) from pledging our equity securities as collateral for aloan. Directors who are not determined to be independent but do not serve as executive officers are prohibited from pledging our equity
securities as collateral for a loan without the prior approval of the Lead Independent Director. The Lead Independent Director may approve or
deny the request in his or her sole discretion, and may consider a variety of factors in evaluating a request, including, without limitation, thesize of the pledge relative to the individual’s other holdings, both direct and indirect, and Marriott’s shares outstanding; the nature and size ofthe associated transaction and the risk of foreclosure, including the financial capacity to repay the loan; protections against the appearance ofinsider trading, including prohibitions on sales during trading black-outs; and the ability to timely report transactions on Form 4. No such
requests for approval were made in 2023.

Director Independence
Our Governance Principles include the following standards for director independence:
5. Independence of Directors. At least two-thirds of the directors shall be independent, provided that having fewer independent
directors due to the departure, addition or change in independent status of one or more directors is permissible temporarily, solong as the two-thirds requirement is again satisfied by the later of the next annual meeting of stockholders or nine months. To beconsidered ‘‘independent’’ under the listing standards of The Nasdaq Stock Market LLC (‘‘Nasdaq’’), the Board must determine thata director has no relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities ofa director of Marriott. The Board has established the guidelines set forth below to assist it in determining director independence.
For the purpose of this section 5, references to ‘‘Marriott’’ include any of Marriott’s consolidated subsidiaries.
a. A director is not independent if: (i) the director is, or has been within the preceding three years, employed by Marriott;(ii) the director or a family member is a current partner of Marriott’s independent auditor, or was a partner or employee ofMarriott’s independent auditor and worked on the audit of Marriott at any time during the preceding three years; (iii) a family
member of the director is, or has been within the preceding three years, employed by Marriott as an executive officer; (iv) the
director or a family member is part of an interlocking directorate in which the director or family member is employed as an
executive officer of another company where at any time during the preceding three years a present executive officer ofMarriott at the same time serves or served on the compensation committee of that other company; (v) the director has
accepted, or a family member has accepted, during any 12-month period within the preceding three years, more than$120,000 in compensation from Marriott, other than compensation for Board or Board committee service, compensation paid
to a family member who is an employee (other than an executive officer) of Marriott, benefits under a tax-qualified retirement
plan, or non-discretionary compensation; (vi) the director or a family member is an executive officer of a charitableorganization to which Marriott made discretionary charitable contributions in the current or any of the last three fiscal years
that exceed five percent of that organization’s consolidated gross revenues for that year, or $200,000, whichever is more; or(vii) the director or a family member is a partner in, or a controlling stockholder or executive officer of, any organization to2024 Proxy Statement

Marriott International, Inc.

37

Corporate Governancewhich Marriott made, or from which Marriott received, payments for property or services in the current or any of the last
three fiscal years that exceed five percent of the recipient’s consolidated gross revenues for that year, or $200,000, whicheveris more, other than payments arising solely from investments in Marriott securities or payments under non-discretionary
charitable contribution matching programs.
b. The following commercial or charitable relationships are not relationships that would impair a Marriott director’s
independence: (i) service as an executive officer of another company which is indebted to Marriott, or to which Marriott isindebted, where the total amount of either company’s indebtedness to the other is less than two percent of the total
consolidated assets of the other company; and (ii) service by a Marriott director or a family member solely as a non-employee
director or trustee of another entity or charitable organization that does business with, or receives charitable contributions
from, Marriott. The Board annually reviews each director’s independence and makes an affirmative determination regarding
the independence of each director.
c. For relationships not covered by the guidelines in paragraph (b) above, the determination of whether the relationship wouldinterfere with the exercise of independent judgment in carrying out the responsibilities of a director of Marriott, and therefore
whether the director would be independent, shall be made by the directors who satisfy the independence guidelines set forthin this section 5.
The Board undertook its annual review of director independence in February 2024. As provided in the Governance Principles, thepurpose of this review is to determine whether any relationships or transactions are inconsistent with a determination that the director
or nominee is independent. During the February 2024 review, the Board recognized the former employment of Mr. J.W. Marriott, Jr. and
Mr. David Marriott, Mrs. Deborah Harrison’s role as Global Cultural Ambassador Emeritus, and the family relationships of Mr. J.W.
Marriott, Jr., Mr. David Marriott, and Mrs. Harrison discussed elsewhere in this proxy statement.
Based on the standards set forth in the Governance Principles, the Board affirmatively determined that Ms. Goren, Mr. Henderson,
Mr. Hippeau, Ms. Hobart, Ms. Lee, Mr. Lewis, Ms. McCarthy, Mr. Reid, Mr. Rozanski and Ambassador Schwab are each independent of theCompany and its management. In making this determination, the Board found that none of these directors had a relationship that wouldinterfere with the exercise of independent judgment in carrying out the responsibilities of a director of Marriott. In addition, the Board
had previously determined that George Muñoz, who served on the Board until May 2023, was independent.
Mr. Anthony Capuano, Mrs. Deborah Harrison, and Mr. David Marriott are considered not independent as a result of their current orformer employment with the Company and/or family relationships.

38

Marriott International, Inc.

2024 Proxy Statement

Corporate Governance

Board Committees
The Board has six standing committees: Audit, Human Resources and Compensation, Nominating and Corporate Governance, Inclusion
and Social Impact, Technology and Information Security Oversight, and Executive. The Board has determined that all members of the
Audit Committee, Human Resources and Compensation Committee and Nominating and Corporate Governance Committee are
independent under the applicable rules and regulations of the Nasdaq Listing Standards, including the standards applicable tocompensation committee members, and the SEC, that all members of the Audit Committee meet the Nasdaq listing standard of financial
sophistication, and that Ms. Goren, Mr. Henderson, and Mr. Lewis are audit committee financial experts as defined in SEC rules. The Board
has adopted a written charter for each committee, and those charters are available on the Investor Relations section of our website(www.Marriott.com/Investor) by clicking on ‘‘Governance’’ and then ‘‘Documents & Charters.’’ You also may request copies of thecommittee charters from the Company's Secretary.
The table below indicates the current members of the applicable Board committee, the primary responsibilities of such committee, andthe number of meetings held in 2023.

Audit Committee

Number of Meetings in 2023: 7
Key Responsibilities

Current Members• Oversee accounting and financial reporting, including the audit of our financial
statements and internal control environment.
• Appoint and retain our independent registered public accounting firm, manage its
compensation, and oversee its work.

Isabella D.
Goren
CHAIR

• Oversee the performance of the internal audit function.
• Oversee compliance with legal and regulatory requirements.
• Review and consider related party transactions and policies regarding related party
transactions.
• Oversee efforts to promote the safety and security of guests and associates.
• Review and approve the Company's use of swaps and other derivative instruments.

Recent Committee Focus Areas
Frederick A.
Henderson

Margaret M.
McCarthy2024 Proxy Statement

Aylwin B.
Lewis

Grant F.
Reid

In addition to its key responsibilities, during 2023 the Committee’s oversight included,
among other things:• At each quarterly meeting, representatives of EY and finance management were
present to review accounting, internal control, auditing, and financial reporting matters,
and the Committee held private sessions with the Company’s General Counsel, Chief
Audit Executive, and representatives of EY; and• Discussing and receiving briefings from management on accounting, business
continuity and disaster recovery plans, insurance, tax and treasury matters, compliancewith legal and regulatory requirements, the disclosure of environmental, social andgovernance metrics and related information in financial and regulatory filings, andguest and associate safety and security matters.
For additional information, please see the Report of the Audit Committee section of thisproxy statement below.

Marriott International, Inc.

39

Corporate Governance

Human Resources and Compensation Committee

Number of Meetings in 2023: 6

Key Responsibilities

Current Members:• Review the philosophy and design of our executive compensation program.
• Review and recommend to the Board the compensation of the President and CEO.
• Review and recommend to the Board our incentive compensation plans andequity-based plans.

Aylwin B.
Lewis
CHAIR

• Review and approve or recommend to the Board, as applicable, senior executive
development and compensation programs and oversee senior executives’ evaluations
and plans for executive succession.
• Oversee our clawback and stock ownership policies.
• Oversee other human resources strategies and policies, including culture and associate
engagement, talent development and retention, organizational effectiveness and efforts
to promote the personal health and well-being of associates.

Recent Committee Focus Areas
Eric
Hippeau

Lauren R.
HobartIn addition to its key responsibilities, during 2023 the Committee’s oversight included,
among other things:• Receiving quarterly reports from our President and CEO, Chief Human Resources
Officer, and other members of management concerning executive compensation
policies and trends, talent management, and associate well-being;• Reviewing and approving executive compensation;• Reviewing the Company’s management succession planning, including talentevaluations and development plans; and• Continuing its oversight of the Company’s executive travel and protection program.

Horacio D.
RozanskiSusan C.
SchwabFor additional information, please see the Report of the Human Resources andCompensation Committee section of this proxy statement below.

Nominating and Corporate Governance Committee

Number of Meetings in 2023: 5

Key Responsibilities

Current Members• Review and make recommendations to the Board regarding corporate governancedocuments and related matters (including any necessary modifications to theGovernance Principles).

Frederick A.
Henderson

Isabella D.
Goren• Review and make recommendations to the Board regarding the size and composition of
the Board and its committees and identify, evaluate, and recruit individuals to become
Board members.
• Review and recommend to the Board planning for CEO succession.
• Oversee the Board’s orientation and evaluation processes.

CHAIR• Review policies for political activities, lobbying and related contributions.

Recent Committee Focus Areas
In addition to its key responsibilities, during 2023 the Committee’s oversight included,
among other things:• Continuing its ongoing review of short-term and long-term Board refreshment needs
and identifying potential Board candidates;

Debra L.
Lee

Aylwin B.
Lewis• Overseeing and participating in Company’s proxy and off-season investor
engagement; and• Reviewing and enhancing Board evaluation and education processes, including
obtaining a membership in the National Association of Corporate Directors (NACD), andthe Company's governance documents.

40

Marriott International, Inc.

2024 Proxy Statement

Corporate GovernanceInclusion and Social Impact Committee

Number of Meetings in 2023: 4

Key Responsibilities

Current Members:

Oversee, review, and provide guidance to the Board and management regarding
strategies and policies related to:• Associate well-being and inclusion, including the advancement of women and people
from historically underrepresented groups throughout the world;• The diversity of the Company’s hotel ownership, customer, and supplier base;Debra L.
Lee

• Corporate social responsibility, including human rights, community support andengagement, inclusive operations, and responsible sourcing; andCHAIR• Environmental matters, including sustainability and climate-related issues, impacts,
and risks.

Recent Committee Focus Areas
Anthony G.
CapuanoDeborah M.
HarrisonIn addition to its key responsibilities, during 2023 the Committee’s oversight included,
among other things:• Initiatives related to diversity, equity and inclusion;• Reviewing the Company’s Serve 360 goals, progress and reporting, and initiatives andefforts concerning sustainability, human rights, and investor engagement; and• Overseeing the Company’s commitment to set a near-term science-based emissions
reduction target and set a long-term science-based target to reach net-zero emissions
by no later than 2050.

David S.
Marriott

Grant F.
Reid

Technology and Information Security Oversight Committee

Number of Meetings in 2023: 4

Key Responsibilities

Current Members:• In the context of technology, cybersecurity and privacy matters, review strategy andinvestments, the progress of major projects and decisions, and disaster recovery andbusiness continuity planning.
• Review privacy and information security policies and programs.

Margaret M.
McCarthy
CHAIR• Review and discuss with management significant privacy and information security
incidents, including response and recovery plans.
• Oversee significant regulatory and compliance matters in technology, cybersecurity andprivacy matters.

Recent Committee Focus Areas
In addition to its key responsibilities, during 2023 the Committee’s oversight included,
among other things:

Eric
Hippeau

Lauren R.
Hobart• Receiving quarterly reports from our Chief Information Security Officer, Privacy Officer,
and other members of management concerning our information security and data
privacy programs and related matters;• Overseeing the Company’s multi-year, company-wide digital and technology
transformation; and• Discussing the Company’s policies for utilizing emerging technologies, including
artificial intelligence.

Horacio D.
RozanskiSusan C.
SchwabThe Board also maintains an Executive Committee that is chaired by Mr. Marriott and on which Mr. Capuano, Mr. Henderson and Ms. Leeserve as members. The Executive Committee’s responsibilities include exercising the powers of the Board when it is not in session,
subject to specific restrictions as to powers retained by the full Board. The Executive Committee did not meet in 2023.
2024 Proxy Statement

Marriott International, Inc.

41

Corporate Governance

Meetings of Independent and Non-Employee Directors
Company policy requires that the independent directors meet in executive session without management present at least twice a year. In
2023, the independent directors and non-employee directors met four times without management present and the independent
directors met privately four times. The Lead Independent Director presides at the meetings of the independent directors.

Board Evaluation Process
The Nominating and Corporate Governance Committee oversees the design and implementation of our annual Board and committee
evaluation process and reviews the process annually. The process includes the following components:• Annual Board and Committee Questionnaires. Directors provide their assessments of the effectiveness of the Board and thecommittees on which they serve via written questionnaires. The Nominating and Corporate Governance Committee reviews theassessments and they are organized and summarized for discussion with the Board and the respective committees during executive
sessions.
• One-on-One Interviews. Beginning in 2024, either the Chairman of the Board or the Lead Independent Director will meet with eachdirector individually. This process is designed to provide additional feedback on Board composition, overall Board effectiveness, andindividual director performance and contributions.
• Ongoing Feedback. Directors provide ongoing, real-time feedback on Board practices and effectiveness throughout the year outsideof the formal evaluation process, including in executive sessions after each regularly scheduled Board and committee meeting and in
informal discussions outside of Board meetings with the Chairman of the Board, the Lead Independent Director, and the President
and CEO and other members of management.
• Board Leadership Discussions. The Chairman of the Board, the Lead Independent Director, and the President and CEO jointly review
the contributions and performance of each director annually.
The evaluation process is an important determinant for Board tenure, and both the Board and the Nominating and Corporate
Governance Committee consider the results of the process as part of the nomination and selection process for both the Board and its
committees and to assess whether changes to the Board’s composition or practices are appropriate.
The Board also reviews the President and CEO’s performance annually. The Lead Independent Director organizes and leads theevaluation in collaboration with the chair of the Human Resources and Compensation Committee and the Chairman of the Board.

Director Orientation and Continuing Education
All new directors participate in our director orientation program. This orientation program includes a thorough review of backgroundmaterial, meetings with board members and senior management, and Company education sessions. The orientation allows new directors
to become familiar with our industry and our business and strategic plans; significant financial matters; core values, including ethics,
compliance programs and corporate governance practices; and other key policies and practices.
We also facilitate and encourage the participation of all Board members in continuing education programs, at the Company’s expense,that are relevant to the business and affairs of the Company and the fulfillment of the directors’ responsibilities as members of our Boardand its committees. In 2023, in addition to presentations and discussions at our Board meetings and regular ongoing contact withmanagement, our continuing education efforts included the following:✓

Provided memberships and subscriptions to boardroom news resource platforms and leading director education associations,
including the NACD.

✓

Hosted education sessions for the full Board led by internal and external experts, including sessions related to cybersecurity andclimate.

✓Reimbursed directors for the costs of attending external director education events and other forums relevant to the responsibilities
of board members and/or the business and affairs of the Company.

✓

Hosted Board meetings at properties in a variety of locations to enhance the Board’s exposure to our brands and offerings. In
conjunction with each Board meeting, we conducted local market hotel tours or hosted other events that allowed directors to meetand interact with owners and franchisees, on-property associates, and above-property management associates.

✓

Involved Board members in events and activities that further enhanced their understanding and appreciation of our culture andcore values, including Serve 360 activities and our annual Awards of Excellence program.

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Marriott International, Inc.

2024 Proxy Statement

Corporate GovernanceRisk Oversight
The Board is responsible for overseeing the Company’s processes for assessing and managing risk. The Board considers our risk profile whenreviewing our annual business plan and incorporates risk assessment into its decisions impacting the Company. Risks are identified and managed
in connection with the Company’s robust enterprise risk management process, and in performing its oversight responsibilities, the Board reviews
with management the most significant enterprise risks that have been identified by both the Board and management, including strategic,
operational, financial, external/regulatory, industry, and reputation risks, as well as management’s process and resources needed for addressing
and mitigating the short- and long-term potential effects of such risks. The Board continuously evaluates its approach in addressing top risks as
circumstances evolve, and the Company’s risk oversight processes and disclosure controls and procedures are designed to appropriately escalate
key risks to the Board as well as to analyze potential risks for disclosure.

Board of Directors
The Board receives regular updates from management with respect to various enterprise risk management issues, including updates on governanceprocesses associated with managing risks, the status of projects to strengthen the Company’s risk mitigation efforts, and recent incidents impacting
the industry and threat landscape. The Board receives updates through presentations, written materials, teleconferences, and other appropriate meansof communication, with opportunities for questions, robust discussion and feedback. Throughout the year, a portion of the Board and relevant
committee meetings are dedicated to reviewing and discussing specific risk topics in greater detail, which in 2023 included discussions related togeopolitical conditions, industry trends and threats, information security and emerging technologies, safety and security, sustainability and climate,
and talent and workforce matters. In addition, each regular Board meeting includes a report by the President and CEO that includes discussion of themost significant issues affecting the Company, and the Board receives periodic updates on certain risks and global trends and conditions that may
impact the Company’s strategy and financial performance.
The Board has delegated to its committees responsibility for further oversight of specific risks that fall within the committees’ areas of responsibility,
as summarized below. The committees regularly report back to the full Board.

Audit

Technology and Information Security Oversight•

Reviews and discusses the Company’s business and financial risk
management and risk assessment policies and procedures with senior
management, the Company’s independent auditor, and/or the Chief
Audit Executive, including matters related to disaster recovery,business continuity, foreign currency, and risk disclosure.

••Primarily responsible for hiring and evaluating our independent
registered public accounting firm, reviewing our internal controls, andoverseeing our internal audit function.

Oversees the Company’s information security and privacy risks andthe steps taken to monitor and mitigate those exposures. Our Chief
Information Security Officer and our Privacy Officer regularly report tothe committee on topics related to information security and privacy
risks and readiness, including with respect to resources deployed to
identify, assess and mitigate such risks.

•Information security and privacy risks are also discussed with the full
Board, including in annual education sessions, as part of regular legal
updates and management presentations, and as part of the Board’s
oversight of enterprise risk management.

•

Reviews the progress of major technology-related projects andtechnology architecture decisions (including with respect to scope,
budgets and timelines), reviews whether the Company’s technology
programs effectively support the Company’s business needs andobjectives, and monitors and oversees technology trends and threats.

•

Oversees risks related to certain legal and compliance matters, including
fraud and ethics, the Company’s compliance systems, and policies andprocedures related to related party transactions and conflicts of interest.

•

Oversees the Company’s insurance risks and efforts to promote thesafety and security of guests and associates.

Human Resources and Compensation•

Oversees risks related to the Company’s human resources policies and practices, including executive development and succession, director andexecutive compensation and benefits, and other matters pertaining to talent management and organizational effectiveness.
• Oversees the assessment of risks relating to the Company’s compensation policies and programs and reviews and discusses whether the amountand components of compensation for the Company’s associates and the design of compensation programs might create incentives for excessiverisk-taking by the Company’s associates.

Inclusion and Social Impact•

Oversees risks related to the Company’s social and environmental strategies and policies, including strategies and policies related to associate wellbeing
and inclusion, the diversity of the Company’s associates and its ownership, customer and supplier base, corporate social responsibility efforts, andsustainability and climate-related issues, impacts and risks.
• Diversity, equity and inclusion, talent acquisition and retention, and environmental matters, including sustainability and climate-related issues andother environmental, social and governance matters are also discussed with the full Board as part of regular updates and management
presentations, and as part of the Board’s oversight of enterprise risk management.

Nominating and Corporate Governance• Monitors the Company’s processes to maintain proper corporate governance standards and oversees risks related to Board leadership, composition andrefreshment.
• Reviews the Company’s policies governing political contributions, lobbying, and personal political activities, including efforts to assess and manage
risks relating to political activities and expenditures.

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Corporate Governance

Stockholder Engagement
We value the insights and perspectives of our stockholders and have extensive engagement with the investment community throughout
the year, including as follows:• From time to time, the Lead Independent Director participates in discussions with stockholders to discuss proxy items or other issues
where Board-level involvement is appropriate. In 2023, our Lead Independent Director spoke with various stockholders who havelong-term, significant investments in the Company to discuss proxy matters, corporate governance, executive compensation, and key
environmental and social topics. Feedback from these discussions, proxy season developments, and voting results and trends areshared with the Nominating and Corporate Governance Committee and the full Board, as needed.
• Our relevant subject matter experts engage with stockholders on a variety of matters related to the Company, including executive
compensation, Board governance and composition, risk oversight, climate and sustainability, and a variety of social issues. These
discussions help foster a dialogue around governance practices and additional topics of interest to our investors, and we consider
potential changes to governance or compensation practices, public disclosures or other practices in light of investor feedback.
• Our Investor Relations team regularly speak with existing and prospective investors in individual and group investor meetings, as well
as at investor conferences. These meetings can include participation by our President and CEO, our Chief Financial Officer, or othersenior executives. Discussions cover a wide variety of topics that help augment investors’ understanding of the Company, including an
overview of business trends; our corporate strategy, priorities and goals; our financial performance; and our outlook. During thesemeetings, we also seek investors’ input and feedback so we can remain well informed regarding their perspectives.
• Our Investor Relations team held a half-day Security Analyst Meeting in September 2023 where our President and CEO and othermembers of his senior leadership team discussed the Company’s strategic priorities and shared a 3-year financial model.
• Our quarterly earnings calls are another key aspect of our investor engagement process. During the calls, our President and CEO andour Chief Financial Officer provide prepared remarks and respond to questions regarding historical results, current business trends,
and the outlook for future periods. We post transcripts from our earnings calls, the Security Analyst Meeting and public presentationsat investor conferences on our Investor Relations website, where stockholders can also find earnings press releases, sustainability
reports, stock information, and other financial, operational and governance information.
The feedback received from our stockholder engagement is regularly summarized and shared with our Board to help inform ourdecision-making, enhance our corporate disclosures, and shape our future practices. In total, during fiscal year 2023, we spoke withinvestors from more than 400 institutions in individual and group meetings and at conferences. These investors represent a majority of
our institutional investor base.

Stockholder Communications with the Board
Stockholders and others interested in communicating with the Lead Independent Director, the Chair of the Nominating and Corporate
Governance Committee, the Audit Committee, or the non-employee directors may do so by email to business.ethics@marriott.com or by
writing to the Business Ethics Department, Department 52/924.09, 7750 Wisconsin Avenue, Bethesda, Maryland 20814.
Communications are forwarded to the appropriate directors for their review, except that the Board has instructed the Company not to
forward solicitations, bulk mail or communications that do not address Company-related issues. The Company reports to the directors
on the status of outstanding concerns addressed to the non-employee directors, the Lead Independent Director, the Chair of theNominating and Corporate Governance Committee, or the Audit Committee on a regular basis. The non-employee directors, the Lead
Independent Director, the Chair of the Nominating and Corporate Governance Committee, and the Audit Committee may direct special
procedures, including the retention of outside advisors or counsel, for any concern addressed to them.

Code of Ethics and Business Conduct Guide
The Company has long maintained and enforced a Code of Ethics that applies to all Marriott associates, including our President and CEO,
Chief Financial Officer, and Principal Accounting Officer, and to each member of the Board. The Code of Ethics is encompassed in our
Business Conduct Guide, which is available in the Investor Relations section of our website (www.Marriott.com/investor) by clicking on‘‘Governance’’ and then ‘‘Documents & Charters.’’ We intend to post on that website any future changes or amendments to our Code of
Ethics, and any waiver of our Code of Ethics that applies to any of our executive officers or a member of our Board, within four businessdays following the date of the amendment or waiver.

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Audit Committee Report and Independent Auditor Fees
Report of the Audit Committee
The Audit Committee reviews the Company’s financial reporting process on behalf of the Board. Management has the primary
responsibility for the financial statements, the reporting process, and maintaining an effective system of internal control over financial
reporting. The Company’s independent auditor is engaged to audit and express opinions on the conformity of the Company’s financial
statements to U.S. generally accepted accounting principles and the effectiveness of the Company’s internal control over financial
reporting.
In this context, the Audit Committee has reviewed and discussed the audited financial statements together with the results ofmanagement’s assessment of internal control over financial reporting with management and the Company’s independent auditor. The
Audit Committee also discussed with the independent auditor those matters required to be discussed by the independent auditor with
the Audit Committee under applicable requirements of the Public Company Accounting Oversight Board (‘‘PCAOB’’). The Audit
Committee has received the written disclosures along with the annual communication of independence, including direct discussion with
the independent auditor regarding the independent auditor’s independence, in accordance with the applicable requirements of the
PCAOB.
Relying on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the Board approved,
the inclusion of the audited financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023,
for filing with the SEC.

Members of the Audit Committee:
Isabella D. Goren (Chair)
Frederick A. Henderson
Aylwin B. Lewis
Margaret M. McCarthy
Grant F. Reid

Pre-Approval of Independent Auditor Fees and Services Policy
The Audit Committee’s Pre-Approval of Independent Auditor Fees and Services Policy provides for pre-approval of all audit,
audit-related, tax and other permissible non-audit services provided by our independent auditor on an annual basis and additional
services as needed. The policy also requires additional approval of any engagements that were previously approved but are anticipated
to exceed pre-approved fee levels. The policy permits the Audit Committee Chair to pre-approve independent auditor services withestimated fees up to $100,000 (provided that the Audit Committee Chair reports to the full Audit Committee at the next meeting on any
pre-approval determinations).

2024 Proxy Statement

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Audit Committee Report and Independent Auditor Fees

Independent Registered Public Accounting Firm Fee Disclosure
The following table presents fees for professional services rendered by our independent registered public accounting firm for the auditof our annual financial statements for 2023 and 2022 and fees billed for audit-related services, tax services and all other services
rendered by our independent registered public accounting firm for 2023 and 2022. The Audit Committee approved all of the fees
presented in the table below.
Independent Registered
Public Accounting Firm
Fees Paid Related to 2023
Ernst & Young LLP($)

Independent Registered
Public Accounting Firm
Fees Paid Related to 2022
Ernst & Young LLP($)

7,731,000

7,195,000

2,793,000

2,544,000

10,524,000

9,739,000

Audit-Related Fees(3)856,000

824,000(4)

Tax Fees

402,000

498,000

Total Fees

11,782,000

11,061,000

Audit Fees:
Consolidated Audit(1)(2)

International Statutory Audits(1)

Principally fees for the audit of the Company’s annual financial statements, the audit of the effectiveness of the Company’s internal control over financial reporting
pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, the auditors’ review of the Company’s quarterly financial statements, and services provided in connection
with the Company’s regulatory filings.

(2) Fees for statutory audits of our international subsidiaries.
(3) Principally audits as required under agreements with hotel owners.
(4) Principally tax compliance services related to our international entities.

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Executive and Director Compensation
Report of the Human Resources and Compensation Committee
Marriott is consistently recognized as a global hospitality leader. The Company believes that building a culture of strong and consistentleadership is essential to long-term success in the hospitality industry. In fact, Marriott’s long history of service, innovation, and growth isbuilt on our core value of putting people first and our talent strategy is foundational to the Company’s success. Each of the NEOs is along-standing member of our senior management team, averaging 25 years of hospitality experience with the Company, and, in 2023,
made significant contributions to achieving the Company’s financial and business priorities, while driving strategic Company expansion.
Our Company’s culture is reflected in, and reinforced by, the design and implementation of the Company’s executive compensation
program, which emphasizes the following principles:• There should be a strong correlation between NEO pay and Company performance. Therefore, a substantial portion of NEO pay
should be tied to achieving key performance goals.
• NEOs should be paid in a manner that contributes to long-term stockholder value. Therefore, equity compensation should be themost significant component of each NEO’s total pay opportunity.
• Compensation should be designed to motivate the NEOs to perform their duties in ways that will help the Company meet its
short-term and long-term objectives. Therefore, compensation should consist of an appropriate mix of the following compensation
elements: cash and non-cash, annual and multi-year, and performance- and service-based.
• The executive compensation program must be competitive so that the Company can attract key talent from within and outside of ourindustry and retain key talent at costs consistent with market practice. Therefore, compensation should reflect market data, individual
performance, and internal pay equity considerations, including consideration of the ratio of the President and CEO’s compensation tothe other NEOs’ compensation.
The Human Resources and Compensation Committee (the ‘‘Committee’’), which is composed solely of independent members of theBoard, assists the Board in fulfilling its responsibilities relating to the Company’s compensation and human resources policies andpractices, including matters related to executive development, director and executive compensation and benefits, management
succession planning, and talent development and retention. As part of its responsibilities, the Committee oversees the Company’s
executive compensation programs, which are designed to enable the Company to attract, retain and motivate executives capable ofestablishing and implementing business plans in the best interests of the stockholders. The Committee, on behalf of and, in certain
instances, subject to the approval of the Board, reviews and approves compensation programs for certain senior officers. In this context,
the Committee reviewed and discussed with management the Company’s CD&A required by Item 402(b) of SEC Regulation S-K.
Following the reviews and discussions referred to above, the Committee recommended to the Board that the CD&A be incorporated byreference in the Company’s Annual Report on Form 10-K and included in this proxy statement.

Members of the Human Resources and Compensation Committee:
Aylwin B. Lewis (Chair)
Eric Hippeau
Lauren R. Hobart
Horacio D. Rozanski
Susan C. Schwab

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Executive and Director Compensation

Compensation Discussion and Analysis
This section discusses the Company’s executive compensation program for the following NEOs for 2023:
Anthony G. Capuano

President and Chief Executive Officer

Kathleen K. Oberg

Chief Financial Officer and Executive Vice President, Development

William P. Brown

Group President, United States and Canada

Benjamin T. Breland

Executive Vice President and Chief Human Resources Officer

Rena H. Reiss

Executive Vice President and General Counsel

2023 Compensation Highlights
Compensation for 2023 reflects outstanding financial and operating performance for the year. Key compensation decisions for 2023 arehighlighted below and discussed in more detail in the sections that follow.
• 2023 Base Salaries: The Committee increased NEO base salaries by 4.0% to 7.7% based on the Committee’s review of external market
data, internal pay equity, tenure and individual performance.
• 2023 Annual Cash Incentive Program: Performance factors included a focus on 2023 Adjusted EBITDA as the most critical financial
metric for the Company (weighted 60%) and a unifying component (weighted 40%) aligned with Marriott’s growth metrics centeredon three key paths to win: Best Brands and Channels, Most Valuable Customer Base, and Be in More Places, with our people as thefoundation of our strategy. The Company’s Adjusted EBITDA (as defined below and described in Exhibit A) was approximately$4.656 billion, which reflected above-maximum level of performance, and the growth metrics component, which is evaluated on aquantitative and qualitative basis, paid out at 200% of target. As a result, the annual cash incentive program resulted in a maximum
payout for each NEO for 2023. See ‘‘Annual Incentives’’ for additional details.
• Annual PSUs: For PSUs granted in 2023, performance factors focus on 2025 Adjusted EBITDA with a three-year relative Total
Shareholder Return (TSR) modifier of up to +/-20% to further align awards with stockholder value. Annual PSUs granted in 2021
exceeded the 2023 Adjusted EBITDA maximum resulting in a payout of 150% of target, which was further modified by +20% as aresult of the Company’s total shareholder return results which were at the 99th percentile relative to the performance peer group. This
resulted in an overall payout of 180% of target.
• 2021-2023 Stockholder Value PSUs: Stockholder Value PSUs granted in 2021 were earned at an overall payout of 150% of target basedon the Company’s TSR results which were at the 99th percentile relative to the performance peer group.

2023 Compensation in Detail
Base Salary
In February 2023, the Committee was presented with market data on base salary levels at the 50th percentile for each position andrecommended increases ranging from 4.0% to 7.7% for each of the NEOs. The Company’s independent compensation consultant, Pearl
Meyer (the ‘‘Compensation Consultant’’), reviewed and supported the recommendations. After careful discussion and consideration of
the external market data, internal pay equity, tenure and individual performance, the recommended salaries for the NEOs were approvedby the Committee and, with respect to Mr. Capuano, by the independent and non-employee directors.
2023 Base Salary($)

2022 Base Salary($)

2022 to 2023
Increase (%)

Anthony G. Capuano

1,400,000

1,300,000

7.7

Kathleen K. Oberg

936,000

900,000

4.0

William P. Brown

810,000

775,000

4.5

Benjamin T. Breland

725,000

675,000

7.4

Rena H. Reiss

740,000

710,000

4.2

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Executive and Director Compensation

Annual Incentives
To promote growth and profitability, the Company’s annual cash incentive program is based on actual performance measured against
pre-established financial and business operational targets. The annual cash incentive design rewards executives for achieving annual
Company performance objectives that support long-term financial and operational success.
As reflected in the following table, target awards under the annual cash incentive program were 200% of salary for Mr. Capuano, and100% for each of Ms. Oberg, Mr. Brown, Mr. Breland and Ms. Reiss. In setting the target awards, the Committee reviewed market data foreach position and determined that the incentive amounts payable upon achievement of target performance levels would result in total
cash compensation (base salary plus annual incentive) that would be at or near the 50th percentile of a broad-based and select group ofcompanies described in the discussion of Market Data below.
NameTarget Award as a % of Salary

Anthony G. Capuano

200

Kathleen K. Oberg

100

William P. Brown

100

Benjamin T. Breland

100

Rena H. Reiss

100

The annual cash incentive program performance factors are intended to establish high standards consistent with the Company’s quality
goals, which are designed to be achievable, but not certain to be met. The Company believes that these factors are critical to achieving
success within the hospitality and service industry.
Awards under the 2023 Annual Incentive Plan were subject to achieving a threshold Adjusted EBITDA level; no awards could be earned
unless the Company’s Adjusted EBITDA for the year equaled or exceeded $3.65 billion. Once this threshold was met, each NEO’s award
was calculated based on the achievement of Company Adjusted EBITDA (weighted 60%) and both a quantitative and qualitativeevaluation of goals aligned with Marriott’s strategic growth metrics centered on our three key paths to win: Best Brands and Channels,
Most Valuable Customer Base, and Be in More Places, with our people as the foundation of our strategy (weighted 40%). These financial,
operational and strategic goals are described more fully below.
Financial Component (60% weighting)
Performance Goal

Company-wide Adjusted EBITDA(1)(2)(1)

Performance Target

Payout as a % of Target

Less than $3.65 billion

0%$3.65 billion

25%$4.16 billion

100%$4.58 billion or greater200%

If the achievement falls between stated Adjusted EBITDA performance levels, the payout percentage is interpolated between the corresponding incentive levels.

(2) Adjusted EBITDA under the Annual Incentive Plan is calculated as the non-GAAP measure that Marriott reports to investors as Adjusted EBITDA (as described in
Exhibit A), subject to certain additional adjustments, if applicable for such year. There were no such additional adjustments for 2023.

The above performance targets were determined in early 2023 during a time of uncertainty for the industry and global economy.
Nevertheless, the Adjusted EBITDA performance targets were set at levels that would require significant year-over-year growth,
approximately 8% and approximately 19% to achieve target and maximum performance, respectively.

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49

Executive and Director Compensation
Marriott’s growth metrics are intended to measure progress against key Company-wide quantitative and qualitative business objectives
for all NEOs. All of the goals in this component emphasize near-term and long-term actions critical to our continued success.
Like Adjusted EBITDA, the below growth metrics were determined in early 2023 during a time of uncertainty for the industry and global
economy and were set at levels that would require year-over-year growth to achieve a target payout and would require significant effort
from each NEO to drive the success of the business. In aggregate, the Committee determined to weight the growth metrics at 40% of
the overall annual incentive plan given how critical they are to the Company’s success.
Growth Metrics Component (40% weighting)

Our Associates are the Foundation

Most Valuable Customer Base

Achieve ‘‘Best Employer’’ leadership score

Grow active Marriott Bonvoy members

Best Brands & Channels

Be in More Places

Improve guest satisfaction survey results

Achieve room growth targets

In determining the growth metrics component payout level following year-end, the Committee considered the financial performance of
the Company and took a holistic view of the Company’s achievement of the business objectives described above, as well as otheraccomplishments in the key areas as described in the table below, with no specific weightings applied to any objective or
accomplishments.
2023 Accomplishments•

Reshaped the senior executive team to remain nimble and effective in driving strategies to benefit our guests, associates, and owners andfranchisees around the world•

Responded to unprecedented crises, geopolitical tensions, and humanitarian challenges including continued conflict in Ukraine and the Middle East,
earthquakes in Turkey and Syria, and fires in Maui•

Exceeded goals as well as the ‘‘Best Employer’’ benchmark for the Company-wide associate leadership index survey•

Made progress toward diversity, equity, and inclusion goals and enhanced our efforts to include a range of initiatives and programs to support ourgoal to make all stakeholders (including associates, guests, owners and franchisees, and suppliers) feel welcome and valued•

Exceeded goals for guest satisfaction survey results significantly improving over the prior year•

Exceeded monthly active user goals for the Marriott Bonvoy app•

Exceeded goals for Marriott Bonvoy loyalty member engagement, enrollments, and net promoter scores•

Signed a record number of organic management and franchise agreements – an average of nearly 2.5 deals a day – representing approximately
164,000 rooms globally•

Achieved strong net rooms growth of 4.7%•

Announced the signing of an exclusive long-term strategic licensing agreement with MGM Resorts International and the creation of the MGM
Collection with Marriott Bonvoy, comprised of 16 of MGM's hotel and resort destinations, representing nearly 40,000 rooms in Las Vegas and othermarkets across the U.S., which launched in early 2024•

Entered the high-growth affordable midscale segment with the acquisition of the City Express brand portfolio in the Company's Caribbean and Latin
America (CALA) region, representing 17,300 rooms•

Continued expansion in the affordable midscale segment with the announcement of StudioRes and Four Points Express by Sheraton•

Achieved certain impactful cybersecurity and technology-related goals

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Executive and Director Compensation
Select 2023 Company Awards and Recognitions•#10 on Fortune 100 Best Companies to Work For®, Great Place toWork®, Fortune•

100 Best Companies, Seramount•Best Workplaces for Parents™, Great Place to Work®, Fortune•

Top Companies for Executive Women, Seramount••Best Workplaces for Women™, Great Place to Work®, Fortune

Corporate Equality Index, Human Rights Campaign Foundation•#1 Best Workplaces in Greater China™, Great Place to Work®

•

Leading Disability Employer Seal, National Organization on Disability•

PEOPLE Companies that Care®, Great Place to Work®, PEOPLE•Best Places to Work for Disability Inclusion, named by Disability:IN•

DiversityInc Hall of Fame Companies, DiversityInc•

America’s Best Employers for Diversity, Forbes••

World’s Best Companies 2023, TIME

America’s Best Employers for New Graduates, Forbes•

Best Hotel Chain (Global), Skift Meetings•

America’s Best Employers for Veterans, Forbes•

Best Companies for Diversity, Equity, and Inclusion, Black Enterprise•World’s Best Employers, Forbes•

50 Best Companies for Latinas to Work for in the U.S., LATINA Style•

America’s Best Large Employers, Forbes••

America’s Greatest Workplaces, Newsweek

World’s Top Companies for Women, Forbes•

America’s Greatest Workplaces for Parents, Newsweek•

Worlds Most Admired Companies (Category: Hotels, Casinos, andResorts), Fortune•

America’s Greatest Workplaces for Veterans, Newsweek•

2023 Gender Equality Index, Bloomberg•

America’s Greatest Workplaces for LGBTQ+ 2023, Newsweek•

100 Best ESG Companies For 2023, Investor’s Business Daily•

America’s Most Responsible Companies, Newsweek

The table below outlines the performance achieved and the aggregate actual payout approved by the Committee as a percentage oftarget under the 2023 Annual Incentive Plan.
Company-wide Financial Component(60% of total bonus)

Growth Priorities Component(40% of total bonus)

Actual Payout asa Percent of Target

200%

200%

200%

Long-Term Incentive Awards
Annual Stock Awards
The Company annually grants equity compensation awards to the NEOs. The 2023 annual awards were granted pursuant to the MarriottInternational, Inc. Stock and Cash Incentive Plan, but awards granted after May 2023 are made pursuant to the 2023 MarriottInternational, Inc. Stock and Cash Incentive Plan (‘‘2023 Stock Plan’’), which became effective in May 2023 (collectively, the ‘‘Stock
Plans’’). Such awards are designed to link NEO pay to long-term Company performance and to align the interests of NEOs with those of
our stockholders. In setting target award values, the Committee considered its review of external market data, individual performance,
and internal pay equity considerations for each position, and determined that aggregate target award values for the NEOs as a groupshould generally result in total direct compensation (base salary plus target annual incentive plus target equity awards) that would be ator near the 50th percentile of a broad-based and select group of companies described in the discussion of ‘‘Market Data’’ below, withvariation above or below the 50th percentile by individual to reflect strategic impact, internal pay equity, tenure, and individual
performance. The target values of the awards granted to the NEOs in 2023 are set forth in the following table (amounts shown in theSummary Compensation Table reflect actual grant date fair value as determined in accordance with accounting guidance):
2023 Target Value ofAnnual Stock Awards ($)
Anthony G. Capuano

15,000,000

Kathleen K. Oberg

4.250,000

William P. Brown

3,000,000

Benjamin T. Breland

3,000,000

Rena H. Reiss

2,500,000

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Executive and Director Compensation
Consistent with 2022, the NEOs’ annual stock awards for 2023 were granted in a mix of SARs, RSUs and PSUs for the President and CEO
and the other NEOs as illustrated below:

RSUs
25%

SARs
25%

RSUs
30%

President
&
CEO

Other
NEOs

PSUs
50%

PSUs
40%

SARs
30%

The key features of the 2023 awards were as follows:
Stock Appreciation Rights (SARs)•

Vest in 1/3 annual increments over three years from the grant date generally subject to continued service with the Company; promotes retention andstock price performance as award value appreciates with the Company’s stock price and the awards are worthless if the stock price remains
unchanged or decreases.

•

Upon exercise, entitles holder to a number of Class A shares equal to the quotient of the market price per share at the time of exercise (the ‘‘Final
Price’’) less the grant price, divided by the Final Price; promotes alignment of NEO and stockholder interests.
Restricted Stock Units (RSUs)•

Vest in 1/3 annual increments over three years from the grant date, generally subject to continued service with the Company; promotes retention
and alignment with stockholder interests as award value appreciates and depreciates with the Company’s stock price.
2023-2025 Performance Share Units (PSUs)•

Earned after 3-year performance period generally subject to continued service and contingent on achieving 2025 Adjusted EBITDA performancetargets. The 2025 Adjusted EBITDA metric under these PSU awards differs from the 2023 Adjusted EBITDA measure used for the Annual IncentivePlan, as such measures cover different performance time periods and support distinct strategic objectives. While the Annual Incentive Plan measurefocuses on Marriott’s near-term profitability, these PSUs focus on Marriott’s longer-term profitability and success as a leader in the hospitality
industry and further promote retention.

•

Subject to relative TSR modifier that adjusts payout level +/- 20% based on the Company’s relative three-year TSR measured against our
Performance Peer Group (see ‘‘Market Data’’ below); further aligns NEO and stockholder interests.

Supplemental Stock Awards
Supplemental stock awards are infrequent and are only considered in recognition of special performance, promotions, or assumption of
additional responsibilities, to retain key talent, or as a sign-on employment inducement. The Committee did not make any supplemental
stock awards to any NEO in 2023.

Settlement of 2021-2023 PSU Grants• 2021-2023 Annual PSUs: In February 2024, the Committee certified the 2021-2023 PSU performance achievement at 180% of target
based on the Company’s 2023 Adjusted EBITDA performance above maximum and three-year TSR in the 99th percentile of ourperformance peer group.
• 2021-2023 Supplemental Stockholder Value PSUs: Stockholder Value PSUs granted in 2021 were earned at an overall payout of 150%of target based on the Company’s TSR results which were at the 99th percentile relative to the performance peer group. The
Stockholder Value PSUs were granted to recognize the management team's significant efforts and accomplishments during
pandemic-impacted 2020 and to further motivate strong relative TSR performance through delivery of Marriott’s business recovery
strategy.
Both 2021 PSU plans had a performance peer group consisting of: Accor SA, Carnival Corporation & Plc, Choice Hotels International, Inc.,
Hilton Worldwide Holdings Inc., Hyatt Hotels Corporation, InterContinental Hotels Group PLC, Norwegian Cruise Line Holdings Ltd., Royal
Caribbean Group, Wyndham Hotels & Resorts, Inc., Apple Hospitality REIT, Inc., Host Hotels & Resorts, Inc., Park Hotels & Resorts, Inc.,
Pebblebrook Hotel Trust, RLJ Lodging Trust, Las Vegas Sands Corp., MGM Resorts International, Wynn Resorts, Limited, Booking
Holdings Inc., and Expedia Group, Inc.

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Executive and Director Compensation

Performance Metrics
2021 - 2023 PSUs
Adjusted EBITDA

Payout 150%

Relative TSR Modifier

TARGET
THRESHOLD

Payout +20%

TARGETMAX

THRESHOLDMAX

OVERALL PAYOUT 180%
Actual Achievement

Stockholder Value PSUs
Relative TSR
TARGET
THRESHOLDMAX

OVERALL PAYOUT 150%
Actual Achievement

Grant Timing and SAR Exercise Price
The Company’s practice is to grant annual stock awards each year on the second trading day following the Company’s annual earnings
conference call for the prior fiscal year. This timing is designed to minimize the possibility that the Company could grant stock awards prior
to the release of material, non-public information that may result in an increase or decrease in its stock price, even though the dollar valueof the equity awards is established in early February. Supplemental stock awards may be granted throughout the year, but not during
Company-imposed trading black-out periods and not close in time prior to or after the release of material non-public information.
Executives derive value from their SARs based on the appreciation in the value of the underlying shares of Company stock. For purposesof measuring this appreciation, the Company sets the exercise or base price as the average of the high and low quoted prices of theCompany stock on the date the awards are granted. This average price valuation is common practice and offers no inherent pricing
advantage to the executive or the Company.

Other Compensation
Perquisites
The Company generally offers limited perquisites to its NEOs, as follows:• Hotel Stay Benefits – Consistent with hospitality industry practice, and to encourage NEOs to experience and personally evaluate ourportfolio of properties, the Company offers NEOs complimentary rooms, food and beverage, and certain other amenities andactivities (such as spa and golf) while on personal travel at properties within the Company’s lodging portfolio.
• Travel Pursuant to Independent Security Study – In late 2022, the Company obtained an independent security study (‘‘Independent
Security Study’’) which recommended various measures to address the safety and security of the Company’s senior executive team.
Based on the recommendations in the Independent Security Study, the Human Resources and Compensation Committee
recommended, and the Company adopted, a security policy (‘‘Security Policy’’) that requires (i) Mr. Capuano to use the Company’s
private aircraft for all air travel, including personal travel, to promote his personal security and safety, and (ii) all NEOs to use private
ground transportation for personal travel in certain circumstances. We consider these personal security measures recommended by
the Independent Security Study and reflected in our Security Policy to be a reasonable and necessary expense for the Company’s
benefit given the NEOs’ significant roles at the Company. These measures also allow our NEOs to maximize their productivity and thetime they can devote to Company business, which included operations spanning 139 countries and territories as of year-end 2023.
• Other Benefits – The Company provides (i) each NEO the opportunity to obtain an annual comprehensive physical at the Company’s cost,(ii) the opportunity, from time to time, for an NEO’s spouse or other guest to accompany the NEO on personal or business travel, which
typically results in no material incremental cost to the Company, and (iii) the NEOs, other than Mr. Capuano, with an annual safety and security
allowance.

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Executive and Director Compensation
The value of these benefits is included in the NEOs’ wages for tax purposes to the extent required by law, and the Company does notprovide tax gross-ups to the NEOs with respect to any of these benefits.

Other Benefits
NEOs may participate in the same Company-wide benefit programs offered to all eligible U.S. associates. Some programs are paid forsolely by the enrollees (including executives), such as 401(k) plan elective deferrals, vision coverage, long-term and short-term disability,
group life and accidental death and dismemberment insurance, and health care and dependent care spending accounts. Other benefit
programs are paid for or subsidized by the Company for all enrollees, such as the 401(k) plan Company match, group medical and dental
coverage, $50,000 Company-paid life insurance, business travel accident insurance and tuition reimbursement. NEOs are also eligible toparticipate in the Marriott International, Inc. Employee Stock Purchase Plan, which allows all eligible employees to purchase shares of theCompany’s Class A common stock at a discount from the market price.

Nonqualified Deferred Compensation Plan
In addition to a tax-qualified 401(k) plan, the Company offers the NEOs and other senior management the opportunity to supplement theirretirement and other tax-deferred savings under the Marriott International, Inc. Executive Deferred Compensation Plan (‘‘EDC’’). The
Company believes that offering this plan to executives is critical to achieve the objectives of attracting and retaining talent, particularly
because the Company does not offer a defined benefit pension plan. The EDC, including each NEO’s benefits under the EDC and theCompany’s 2023 contributions to the EDC, is described below in the ‘‘Nonqualified Deferred Compensation for Fiscal Year 2023’’ section.

Change in Control
The Company provides limited, ‘‘double trigger’’ change in control benefits under the Stock Plans and the EDC upon an NEO’s qualifying
termination of employment in connection with a change in control of the Company, as described below in the ‘‘Potential Payments Upon
Termination or Change in Control’’ section. The Committee believes that, with these carefully structured benefits, the NEOs are better able toperform their duties with respect to any potential proposed corporate transaction without the influence of or distraction by concerns about
their employment or financial status. In addition, the Committee believes that stockholder interests are protected and enhanced by providing
greater certainty regarding executive pay obligations in the context of planning and negotiating any potential corporate transactions.
The Company does not provide tax gross-ups on these benefits and limits the benefits under the Stock Plans to avoid adverse tax
consequences to the Company. Specifically, the Stock Plans include a cut-back provision, so that the benefit will not be provided to theextent it would result in the loss of a tax deduction by the Company or imposition of excise taxes under the ‘‘golden parachute’’ excess
parachute payment provisions of the Internal Revenue Code. The discussion of Potential Payments Upon Termination or Change in Control
below includes a table that reflects the year-end intrinsic value of unvested stock awards and cash incentive payments that each current
NEO employed as of year-end would receive if subject to an involuntary termination of employment in connection with a change in control.

Compensation Process and Policies
2023 ‘‘Say-on-Pay’’ Vote and Stockholder Engagement
At the Company’s 2023 annual meeting, stockholders once again expressed substantial support for the compensation of our 2022 NEO
compensation with approximately 96% of the votes cast for approval of the ‘‘say-on-pay’’ advisory vote. Given this level of support, theCommittee did not make any changes to the structure of the Company’s executive compensation program as a result of this vote.
As described elsewhere in this proxy statement, the Company values the perspectives of its stockholders and regularly engages with theinvestment community on a variety of topics including the Company’s business, strategies, financial results and other topics suggested
by stockholders. These meetings, which include individual meetings, group meetings and participation at conferences, provide valuable
feedback from stockholders on an ongoing basis.

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Executive and Director Compensation

Stock Ownership Policies
The Company reinforces its performance-based and long-term philosophy through its stock ownership policy which requires that, within
five years of becoming an NEO, each NEO own Company stock with a total value equal to a multiple of three to six times his or her
individual salary grade midpoint. The Company counts common stock owned outright and shares held within the Company’s qualified
401(k) plan in determining each NEO’s ownership level, but does not count unearned PSUs, unvested RSUs or outstanding SARs
(regardless of whether vested or unvested). Each NEO has already met this requirement or is on track to meet it within the five-yeartimeline for compliance. NEOs are required to retain 50% of the net after-tax shares under equity awards granted after becoming an
NEO until they satisfy the required stock ownership levels.
6x Requirement

CEO

A. Capuano
3x Requirement

K. Oberg
Other
NEOs

L. Brown
B. Breland
R. Reiss
1x

2x

3x

4x

5x

6x

7x

8x

9x

10x

11x

12x

Holdings as of 3/1/2024 as a multiple of the salary grade midpoint using a 3-year trailing average stock price of $168.87.

We have adopted a number of related policies that further reflect alignment with long-term stockholder value.
• The Company prohibits all associates, including the NEOs, and directors from engaging in short sale transactions related to Marriott stock.
• PSUs and RSUs do not provide for accelerated distribution of shares upon retirement to ensure that executives have a continuing
stake in the Company’s performance beyond the end of their employment, thereby strengthening their interest in the Company’s
long-term success.
• The Company prohibits all associates, including the NEOs, and directors from buying, selling, writing or otherwise entering into any
hedging or derivative transaction related to Marriott stock or securities, including options, warrants, puts, calls, and similar rights thathave an exercise or conversion privilege that is related to the price of a Marriott security, or similar instruments with a value derived
from the value of a Marriott security, except that they may hold SARs or other derivative securities awarded to them as compensation
under the Company’s equity compensation plans.
• The NEOs (and all executive officers) are prohibited from holding Company stock in margin accounts and from pledging such stock as
collateral for loans.

Clawbacks
Clawback and forfeiture provisions have been a longstanding feature of Marriott’s executive compensation programs. Our Stock Plans
and the NEOs’ award agreements contain provisions that allow the Company to limit or eliminate the ability of any executive to exercise
options and SARs or to receive a distribution of Company stock under PSUs, RSUs or other stock awards if the executive violates
applicable covenants or otherwise engages in serious misconduct, including criminal or tortious conduct or other acts or omissions thatare actually or potentially injurious to the Company’s operations, financial condition or business reputation. In addition, our equity
awards provide for continued vesting upon a qualifying retirement such that these forfeiture provisions continue to apply,
post-termination, through the originally applicable vesting schedule. These recoupment and forfeiture provisions apply beyond thecontext of a financial restatement, and apply to both time- and performance-based awards.
In addition to these features of our compensation programs, the compensation clawback provisions of the Sarbanes-Oxley Act of 2002
apply to the President and CEO and Chief Financial Officer and we have adopted a clawback policy intended to comply with Rule 10D-1of the Securities Exchange Act of 1934. Our clawback policy provides that we will, in the event of an accounting restatement of theCompany’s financial statements due to material non-compliance with any financial reporting requirement under the federal securities
laws, recoup incentive-based compensation received by a covered executive to the extent such incentive-based compensation exceeds
what the covered executive would have received had it been calculated based upon the restated results.

Independent Compensation Consultant
The Committee selected and retained the Compensation Consultant to assist the Committee in establishing and implementing theCompany’s executive and director compensation strategy. The Compensation Consultant reports to and is instructed in its duties by theCommittee and carries out its responsibilities in coordination with the Human Resources Department. Other than having provided the2024 Proxy Statement

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Executive and Director Compensation
Company with executive compensation data from a survey, which the Committee pre-approved, the Compensation Consultant performs
no other services for the Company. Based on materials presented by management and the Compensation Consultant and the factors
set forth in Exchange Act Rule 10C-1, the Committee determined that the Compensation Consultant is independent and that theCompensation Consultant’s engagement did not raise any conflicts of interest.

The Compensation Determination Process
In designing and determining 2023 NEO pay, the Committee considered recommendations from the Company’s Executive Vice President
and Chief Human Resources Officer, from Mr. Capuano with regard to the compensation of the NEOs other than himself, and from theCompany’s Chairman of the Board, David Marriott, as well as the advice and recommendations of the Compensation Consultant. The
Committee also obtained input and approval of the independent and non-employee directors regarding the compensation for
Mr. Capuano.
In its determinations, the Committee does not set rigid, categorical guidelines or formulae to determine the levels of compensation for
the NEOs. Rather, it relies upon its collective judgment as applied to the challenges confronting the Company as well as subjective
factors such as leadership ability, individual performance, retention needs, and future potential as part of the Company’s management
development and succession planning process.
The Committee carefully reviews numerous factors when setting NEO total pay opportunity, allocating total pay opportunity among basesalary, annual incentives and annual stock awards, and determining final pay outcomes based on performance. The Committee considers theNEOs’ job responsibilities, tenure and experience, and Company and individual performance against internal targets as well as performance ofcompetitors, competitive recruiting and retention pressures, internal pay equity and succession and development plans.

Market Data
The Committee also reviews the total pay opportunity for executives at the 50th percentile of several broad, revenue-based surveys as well
as a custom survey of companies specifically selected by the Committee. This review of total pay opportunity is designed as a market checkto align the potential range of total direct compensation outcomes with our long-term performance expectations and actual results. The
Committee believes, based on the advice of the Compensation Consultant, that the similarly-sized companies participating in therevenue-based surveys and the companies selected for the custom survey represent the broad pool of executive talent both within andoutside of the lodging industry for which the Company competes. To avoid over-emphasizing the results of one or more surveys, theCompany considers the results of the revenue-based surveys as well as those of the custom survey, in terms of total pay and eachcomponent of pay. The Committee also regularly reviews historical financial, business and total stockholder return results for lodging
companies as well as a selected group of comparator companies prior to determining final pay amounts. This process for identifying
relevant market data is used consistently for all senior executives of the Company, including the NEOs.

Revenue-Based Survey
In general, the revenue-based surveys used as a market reference for NEO pay include companies with annual revenue similar to that of theCompany. For 2023, the surveys were the Executive Compensation and Benchmarking Survey (provided by the Compensation Consultant), theRadford Global Database, the WTW CDB Executive Compensation Database, the Equilar Top 25 Survey, and the Fred Cook Survey of Long-Term
Incentives. The Committee did not consider the individual companies in the revenue-based surveys when making compensation decisions.

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Marriott International, Inc.

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Executive and Director Compensation

Custom Survey
There are no other U.S. publicly-traded lodging companies similar to our size. Therefore, in consultation with the Compensation
Consultant, the Committee selected appropriate comparator group companies from a broad universe of companies that compete with
Marriott for executive talent, are of similar size in annual revenue or have a similar focus on marketing, e-commerce, consumers andbrand image even if they do not compete directly in the lodging business. The Committee annually reviews the comparator group for
potential changes (e.g., due to mergers and acquisition activity or changes in company size and business mix) but does not generally
anticipate making significant changes every year, to allow for consistency and comparability of market data from year-to-year. The
comparator group companies reviewed for 2023 are shown below along with select financial and non-financial metrics the Committee
considered and Marriott’s percentile ranking on each of these metrics. During 2023, the Committee made no changes to the peer group.
The financial information reflects fiscal year-end data available as of March 1, 2024.
2023
Revenues(1)MarketCapitalization(1)Enterprise
Value(1)

Number of
Employees$10,235$ 46,158$ 55,491

178,000

Hyatt Hotels Corporation (H)6,667

13,437

15,91651,000Wyndham Hotels & Resorts, Inc. (WH)

1,397

6,545

8,690

2,300

Carnival Corporation & plc (CCL)

21,593

19,036

48,512106,000

Caesars Entertainment Inc. (CZR)

11,528

10,117

21,57051,000

McDonald’s Corporation (MCD)

25,494214,288262,800

150,000

MGM Resorts International (MGM)16,164

14,59043,77463,000Royal Caribbean Cruises Ltd (RCL)

13,90033,20455,012

98,100Starbucks Corp (SBUX)

35,976

108,703

129,790

381,000

Best Buy Company, Inc. (BBY)

46,29813,932

17,32552,200

Nike, Inc. (NKE)

51,217167,280

169,530

83,700The TJX Companies, Inc. (TJX)

54,217111,130

118,072

329,000

The Walt Disney Company (DIS)

88,898165,260

200,970

173,250

eBay Inc. (EBAY)

10,112

22,55225,653

12,300

Expedia Group, Inc. (EXPE)

12,83920,802

24,434

17,10021,365122,016

123,828

23,60023,71365,511

78,038411,000

63rd

62nd

62nd

100th

Lodging Companies (stock ticker)
Hilton Worldwide Holdings Inc. (HLT)

Other Hotel, Restaurant & Leisure Companies (stock ticker)

Other Retail & Consumer Branded Companies (stock ticker)

E-Commerce Companies (stock ticker)

Booking Holdings Inc. (BKNG)(2)Marriott International, Inc. (MAR)
Percentile Rank

Source: Bloomberg, SEC filings and other public sources.
(1)

Amounts are reported in millions.

(2) Revenue amount for the Company is shown as reflected in our financial statements. The number of Marriott employees shown includes 148,000 associates employed by Marriott at
properties, customer care centers and above-property operations, as well as 263,000 associates who are employed by our property owners but whose employment is managed by
Marriott (which is common outside the U.S.); it does not include hotel personnel employed by our franchisees or management companies hired by our franchisees.

2024 Proxy Statement

Marriott International, Inc.

57

Executive and Director Compensation
Relative TSR Performance Peer GroupAs discussed above, the Committee believes that it is appropriate to focus on companies that are generally similar in size to ourCompany, but including a broader group of industries, when comparing compensation with market data. For TSR performancecomparisons, however, the Committee believes that company size is less relevant than business focus within the lodging and hospitality
industry. The performance peer group should effectively measure the Company’s performance relative to other companies whosebusinesses are similar and are subject to similar business cycles. The performance peer group of 19 companies for 2023 PSU grants was
selected in February 2023 based on a review of the constituents of established industry indices: S&P 500 Hotels, Resorts, & Cruise Lines
Index and the Bloomberg World Lodging Index, and a review of other public companies within the same industry classifications.
Although this TSR performance peer group differs from the compensation peer group, there is an overlap of nine companies between
the two groups, as indicated in the table below.
FYE 2021
Revenues ($m)(1)Market Capitalization ($m)
as of 12/31/2022(1)Hotels, Resorts & Cruise Lines (stock ticker)
Accor SA

2,067(2)7,185(2)Carnival Corporation & plc (CCL)*

1,908

19,649Choice Hotels International, Inc. (CHH)

1,069

8,640

Hilton Worldwide Holdings Inc. (HLT)*

5,788

43,478

Hyatt Hotels Corporation (H)*

3,028

10,545InterContinental Hotels Group PLC (IHG)

2,907

12,260648

6,500Royal Caribbean Cruises Ltd (RCL)*

1,532

19,593Wyndham Hotels & Resorts, Inc. (WH)*

1,565

8,353

Apple Hospitality REIT, Inc. (APLE)

934

3,688

Host Hotels & Resorts, Inc. (HST)

2,890

12,417Park Hotels & Resorts Inc. (PK)

1,362

4,465

Pebblebrook Hotel Trust (PEB)

733

2,926

RLJ Lodging Trust (RLJ)

786

1,890

Caesars Entertainment, Inc. (CZR)*

9,570

19,994

MGM Resorts International (MGM)*

9,680

21,047Wynn Resorts, Limited (WYNN)

3,764

9,756

Booking Holdings Inc. (BKNG)*

10,95898,521

Expedia Group, Inc. (EXPE)*

8,598

27,384

Norwegian Cruise Line Holdings Ltd. (NCLH)

Hotel & Resort REITs (stock ticker)

Casinos & Gaming (stock ticker)

Internet & Direct Marketing Retail (OTAs) (stock ticker)*

Also a compensation peer group company(1)

Reflects values reviewed by the Committee when approving the peer group in February 2023

(2) Amounts shown for Accor SA are converted from Euros using a February 2023 F/X rate of .93799

58

Marriott International, Inc.

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Executive and Director Compensation

Risk Considerations
The Committee considered risk in determining 2023 NEO compensation and believes that the following aspects of NEO pay discourage
unreasonable or excessive risk-taking by executives:• Base salary levels are commensurate with the executives’ responsibilities (and the external market) so that the executives are not
motivated to take excessive risks to achieve an appropriate level of personal financial security.
• Annual cash incentive program includes a diverse mix of Company performance metrics.
• Annual cash incentive opportunities are capped so that no payout exceeds a specified percentage of salary, thereby moderating theimpact of short-term incentives.
• The Committee and the Board have discretion to decrease annual cash incentive payments, for example, if they believe theoperational or financial results giving rise to those payouts are unsustainable or if they believe the payout would unfairly reward theNEOs for events that are unrelated to their performance.
• The mix of short-term and long-term incentives is balanced so that at least 50% of total pay opportunity is in the form of long-term
equity awards.
• PSUs are subject to performance measures that reflect the strength of our brands and drive long-term financial and stock
performance.
• Annual stock awards are generally granted as a mix of PSUs, RSUs, and SARs that generally vest over or after at least three years,
which together encourage the NEOs to focus on sustained stock price performance.
• The Committee reviews and compares total compensation and each element of compensation to external market data to confirm thatcompensation is within an acceptable range relative to the external market, while also taking into consideration the Company’s
relative performance.
• The NEOs are subject to mandatory clawback of excess incentive compensation in the event of a financial restatement due to material
non-compliance with any financial reporting requirement under the federal securities laws.
• Stock ownership and retention requirements align the long-term interests of NEOs with the interests of stockholders.
• All associates, including the NEOs, and directors are prohibited from engaging in hedging or derivative transactions related to Marriottstock or securities.
• The NEOs (and all executive officers) are prohibited from holding Company stock in margin accounts and from pledging such stock as
collateral for loans.

2024 Proxy Statement

Marriott International, Inc.

59

Executive Compensation Tables and Discussion
Summary Compensation Table
The following Summary Compensation Table presents the compensation we paid in fiscal years 2021, 2022 and 2023 to our President
and CEO, our Chief Financial Officer, and our other three most highly compensated executive officers in 2023.

SAR
Awards($)(2)

Non-Equity
Incentive Plan
Compensation($)(4)

Change in
PensionValue and
NonqualifiedDeferredCompensation
Earnings($)(5)Name and Principal
Position

FiscalYear

Salary($)(1)

Bonus
($)

Stock
Awards($)(2)(3)

Anthony G. Capuano
President and Chief
Executive Officer

2023

1,400,001

0

10,932,550

3,750,128

5,600,005

0981,361

22,664,045

2022

1,300,000

09,193,155

3,125,029

4,992,000

4,340

100,569

18,715,093

2021

1,234,615

0

10,171,778

2,250,072

4,691,538

13,55630,323

18,391,882

Kathleen K. Oberg
Chief Financial Officer andExecutive Vice President,
Development

2023

936,000

02,861,849

1,275,177

1,872,000

035,094

6,980,120

2022

900,00002,369,733

1,050,135

1,728,000

8,039

33,4906,089,397

2021

888,46209,309,699

1,050,068

1,688,077

25,667

17,65912,979,631

William P. Brown
Group President, UnitedStates and Canada

2023

809,99902,020,216

900,146

1,619,998

0

116,3455,466,704

2022

775,000

0

1,692,541

750,097

1,488,000

7,859

44,787

4,758,284

2021

748,82603,057,817

675,022

1,067,078

24,996

9,425

5,583,164

Benjamin T. Breland
Executive Vice President
and Chief Human
Resources Officer

2023

725,00002,086,938

900,095

1,450,000

0125,830

5,287,863

Rena H. Reiss
Executive Vice President
and General Counsel

2023

739,99901,683,924

750,062

1,479,998

0

67,751

4,721,734(1)

All Other
Compensation($)(6)

Total($)

This column reports all amounts earned as salary during the fiscal year, whether paid or deferred under the Company’s qualified 401(k) plan or the EDC.

(2) The value reported for Stock Awards and SAR Awards is the aggregate grant date fair value of the awards granted in the fiscal year as determined in accordance withaccounting guidance for share-based payments, and therefore differs from the target award values approved by the Committee. The assumptions for making the valuation
determinations for SAR Awards are set forth in the footnotes to the Grants of Plan-Based Awards for Fiscal Year 2023 table, below.
(3) Approximately 69% of the 2023 value reported in this column for Mr. Capuano, 58% for Mr. Breland, and 60% for Ms. Oberg, Mr. Brown and Ms. Reiss represent the value of
PSUs at the grant date based upon target performance which is the most probable outcome as of the grant date with respect to performance. Assuming that the highest
level of performance conditions is achieved for all PSUs, the grant date fair values of the PSUs included in the 2023 value for Mr. Capuano, Ms. Oberg, Mr. Brown,
Mr. Breland and Ms. Reiss would be $15,093,067, $3,421,148, $2,414,991, $2,414,991 and $2,012,671, respectively.
(4) This column reports all amounts earned under the Company’s annual cash incentive program during the fiscal year, which were paid in March of the following fiscal year
unless deferred under the EDC.
(5) The values reported equal the earnings credited to accounts in the EDC to the extent they were credited at a rate of interest exceeding 120% of the applicable federal long-term rate, as
discussed below under ‘‘Nonqualified Deferred Compensation for Fiscal Year 2023.’’(6) All Other Compensation for fiscal year 2023 consists of:•Company contributions to the Company’s qualified 401(k) plan of $16,500 for each NEO other than Ms. Oberg and $11,400 for Ms. Oberg;•

The cost of Hotel Stay Benefits provided to the applicable NEO during the year;•

For each NEO other than Mr. Capuano, an annual safety and security allowance;•

For Mr. Capuano, $888,206 attributable to personal use of the corporate aircraft, which, as of late 2022, he is required to use for all air travel, including personal travel, topromote his personal security and safety pursuant to the Independent Security Study and Security Policy described above. Mr. Capuano’s use of the corporate aircraft also
maximizes his productivity and the time he can devote to Company business. The Company determines the incremental cost associated with personal use of the corporate
aircraft by adding (i) the product of the aircraft’s variable operating costs per hour multiplied by any personal flight hours and the hours for any related deadhead flights,(ii) the cost of fuel and other flight-specific expenses for the personal trip, or, in the case of a mixed personal and business trip, a percentage of the cost of such flight specificexpenses attributable to the percentage of personal flight hours for the trip, and (iii) an allocable portion of the Company’s cost to purchase aircraft carbon emissions offsets.

In addition, NEOs are occasionally accompanied by a spouse or invited guest while on travel, which typically results in no material incremental cost to the Company. All
Other Compensation for fiscal year 2022 has also been adjusted to reflect an additional $28,822 related to flights Mr. Capuano took to the meetings of an outside board
in the second half of 2022.

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Executive and Director Compensation

Grants of Plan-Based Awards for Fiscal Year 2023
The following table presents the plan-based awards granted to the NEOs in 2023.

Threshold($)

Target($)

Maximum($)

Threshold(#)

Target(#)

Maximum(#)

All Other
StockAwards(Numberof Sharesof Stock orUnits)(#)

420,000

2,800,002

5,600,005

—

—

—

—

—

—

—

Estimated Possible Payouts
Under Non-Equity Incentive Plan
Awards(1)

Name

Grant
Date

Approval
Date

Estimated Possible Payouts
Under Equity Incentive Plan
Awards(2)All Other
SARAwards(Numberof Securities
Underlying
SARs)
(#)

Exerciseor BasePrice ofSARs($/sh)

Grant
Date Fair
Value of
Stock/
SAR
Awards($)(3)Mr. Capuano
Cash Incentive
PSU

2/16/23

2/10/23———

10,561

42,242

84,484———

7,546,533

RSU

2/16/23

2/10/23

—

—

—

—

—

—

21,123——

3,386,017

SAR

2/16/23

2/10/23

—

—

—

—

—

—

—

62,367177.553,750,128

140,400

936,000

1,872,000

—

—

—

—

—

—

—

—

—

1,710,574

Ms. Oberg
Cash Incentive
PSU

2/16/23

2/8/23

—

—

—

2,394

9,575

19,150—RSU

2/16/23

2/8/23

—

—

—

—

—

—

7,182

—

—

1,151,275

SAR

2/16/23

2/8/23

—

—

—

—

—

—

—

21,207177.551,275,177

121,500

809,999

1,619,998

—

—

—

—

—

—

—

Mr. Brown
Cash Incentive
PSU

2/16/23

2/8/23

—

—

—

1,690

6,759

13,518———1,207,495

RSU

2/16/23

2/8/23

—

—

—

—

—

—

5,070

—

—

812,721SAR

2/16/23

2/8/23

—

—

—

—

—

—

—

14,970177.55

900,146

108,750

725,000

1,450,000

—

—

—

—

—

—

—

—

—

1,207,495

Mr. Breland
Cash Incentive
PSU

2/16/23

2/8/23

—

—

—

1,690

6,759

13,518—RSU

2/16/23

2/8/23

—

—

—

—

—

—

5,070

—

—

879,442SAR

2/16/23

2/8/23

—

—

—

—

—

—

—

12,780177.55900,095

111,000

739,999

1,479,998

—

—

—

—

—

—

—

Ms. Reiss
Cash Incentive
PSU

2/16/23

2/8/23

—

—

—

1,408

5,633

11,266———

1,006,335

RSU

2/16/23

2/8/23

—

—

—

—

—

—

4,227

—

—

677,588

SAR

2/16/23

2/8/23

—

—

—

—

—

—

—

12,474177.55750,062(1)

The amounts reported in these columns include potential payouts corresponding to achievement of the threshold, target, and maximum performance objectives under theCompany’s annual cash incentive program.

(2) These columns report the number of shares issuable under PSUs granted to the NEOs for the 2023-2025 performance period. Annual PSUs reported in these columns areconditioned on the achievement of 2025 Adjusted EBITDA, with a potential modification of -20% to +20% based on relative TSR performance over a three-year
performance period from 2023-2025, with threshold representing 25% of the target number of shares and maximum representing 200% of target.
(3) The value reported for Stock Awards and SAR Awards is the aggregate grant date fair value of the awards granted in 2023 as determined in accordance with accounting
standards for share-based payments, although the Company recognizes the value of the awards for financial reporting purposes over the service period of the awards.
We used the following assumptions to determine the fair value of the SAR Awards granted in 2023: expected volatility = 28.05%; dividend yield = 1.02%;
risk-free rate = 3.98–3.96%; and expected term = 7–10 years. In making these assumptions, we base expected volatility on the historical movement of the Company’s stock
price. We base risk-free rates on the corresponding U.S. Treasury spot rates for the expected duration at the date of grant, which we convert to a continuously
compounded rate. The dividend yield assumption takes into consideration both historical levels and expectations of future dividend payout. The weighted average
expected terms for SAR Awards are an output of our valuation model which utilizes historical data in estimating the time period that the SARs are expected to remain
unexercised. We calculate the expected terms for SARs for separate groups of retirement eligible and non-retirement eligible employees. Our valuation model also uses
historical data to estimate exercise behaviors, which include determining the likelihood that employees will exercise their SARs before expiration at a certain multiple ofstock price to exercise price. For PSUs, the value reported is based on the grant date stock price of the target number of shares subject to the award.

2024 Proxy Statement

Marriott International, Inc.

61

Executive and Director Compensation
The Grants of Plan-Based Awards table reports the dollar value of cash-based annual incentive program awards (at their threshold,target and maximum achievement levels) and the number and grant date fair value of PSUs, RSUs and SARs granted under the Stock
Plans to each NEO during the 2023 fiscal year. With regard to cash incentives, this table reports the range of potential amounts that
could have been earned by the executive under the annual cash incentive program for 2023, whereas the Non-Equity Incentive Plan
Compensation column in the Summary Compensation Table reports the actual value approved by the Human Resources andCompensation Committee for 2023. With regard to equity grants, the value received by executives upon the vesting of PSUs and RSUs
and upon the exercise of SARs may differ from the reported grant date values, including the potential for zero value for PSUs and SARs,
depending on the degree to which pre-established performance goals are met and on the Company’s future stock performance.

Outstanding Equity Awards at 2023 Fiscal Year-End
The following table shows information about outstanding Company SARs, RSUs and PSUs at December 31, 2023, our fiscal year-end. The
Intrinsic Value and Market Value figures for the Company stock awards are based on the closing price as of December 31, 2023 of theCompany’s Class A common stock, which was $225.51.
SAR Awards

Name

Grant Award
Date Type

Number of
Securities
Underlying
Unexercised
SARs:
SAR
Exercisable/ Exercise
SAR
Unexercisable
Price Expiration
(#)
(#)
Date

Stock Awards

SAR Intrinsic
Value:
Exercisable/
Unexercisable ($)

Number of
Sharesor Unitsof Stock
That
Have not
Vested(#)

MarketValue of
Sharesor Unitsof Stock
That
Have not
Vested($)

EquityIncentive
Plan
Awards:Number ofUnearned
Shares,Units,or Other
RightsThat Have
Not Vested(#)

EquityIncentive
Plan
Awards:Market or
PayoutValue ofUnearned
Shares,Units,or Other
Rights That
Have Not
Vested($)

Mr. Capuano 2/21/2017

SARs 23,370—

88.31 2/21/2027 3,206,364

—

—

—

—

—

2/20/2018

SARs 16,428—

139.54 2/20/2028 1,412,315

—

—

—

—

—

3/5/2019

SARs 22,359—

124.793/5/2029 2,251,998

—

—

—

—

—

3/2/2020

SARs 29,055—

120.16

3/2/2030 3,060,944

—

—

—

—

—

2/22/2021

SARs 44,000 22,000

142.05 2/22/2031 3,672,240 1,836,120

—

—

—

—

2/17/2022

SARs 22,289 44,578(1) 179.75 2/17/2032 1,019,945 2,039,889

—

—

—

—

2/16/2023

Ms. Oberg

62

(1)

SARs

— 62,367

RSUs

—

(1)

—

177.55 2/16/2033——— 2,991,121
—

—

—

—

—

37,995(2)—8,568,252

—

—

(3)

—

—

PSUs

—

—

—

—

—

—

93,982

22,449,480

PSUs

—

—

—

—

—

—

—

—

62,588(4) 14,114,220

PSUs

—

—

—

—

—

—

—

—

84,484(5) 19,051,987

2/20/2018

SARs 18,957—

139.54 2/20/2028 1,629,733

—

—

—

—

—

3/5/2019

SARs 25,671—

124.793/5/2029 2,585,583

—

—

—

—

—

3/2/2020

SARs 33,993—

120.16

3/2/2030 3,581,163

—

—

—

—

—

(1)

2/22/2021

SARs 20,534 10,267

2/17/2022

SARs

7,490 14,980(1) 179.75 2/17/2032

2/16/2023

SARs— 21,207(1) 177.55 2/16/2033

142.05 2/22/2031 1,713,768

856,884

—

—

—

—

685,485

—

—

—

—

— 1,017,088—

342,742

—

—

—

(6)

7,239,322——

9,282,727

—

RSUs

—

—

—

—

—

—

32,102

PSUs

—

—

—

—

—

—

38,861(3)

—
(4)

PSUs

—

—

—

—

—

—

—

—

14,020

PSUs

—

—

—

—

—

—

—

—

19,150(5) 4,318,517

Marriott International, Inc.

3,161,6502024 Proxy Statement

Executive and Director Compensation
SAR Awards

Name
Mr. Brown

Mr. Breland

Grant Award
Date Type(1)SAR Intrinsic
Value:
Exercisable/
Unexercisable ($)

3/2/2020

SARs

6,945

SARs

—

2/17/2022
2/16/2023

2/16/2023

Ms. Reiss

Number of
Securities
Underlying
Unexercised
SARs:
SAR
Exercisable/ Exercise
SAR
Unexercisable
Price Expiration
(#)
(#)
Date

2/22/2021

2/17/2022

Stock Awards—

120.16

Number of
Sharesor Unitsof Stock
That
Have not
Vested(#)

MarketValue of
Sharesor Unitsof Stock
That
Have not
Vested($)

EquityIncentive
Plan
Awards:Number ofUnearned
Shares,Units,or Other
RightsThat Have
Not Vested(#)

EquityIncentive
Plan
Awards:Market or
PayoutValue ofUnearned
Shares,Units,or Other
Rights That
Have Not
Vested
($)

3/2/2030

731,656

—

—

—

—

—

6,600(1) 142.05 2/22/2031—

550,836

—

—

—

—

SARs

5,350 10,700(1) 179.75 2/17/2032

244,816

489,632

—

—

—

—

SARs

— 14,970(1) 177.55 2/16/2033—

717,961

—

—

—

—

RSUs

—

—

—

—

—

—

9,436(7)2,127,912

—

—

PSUs

—

—

—

—

—

—

27,245(3)6,508,013

—

—
(4)

2,258,483

PSUs

—

—

—

—

—

—

—

—

10,015

PSUs

—

—

—

—

—

—

—

—

13,518(5) 3,048,444

SARs

3,393

6,786(1) 179.75 2/17/2032

155,264

310,527

—

—

—

—

—

612,929

—

—

—

—

—

3,604,777—

SARs— 12,780

RSUs

—

—

(1)

177.55 2/16/2033———
15,985(8)—(4)

1,806,786

PSUs

—

—

—

—

—

—

—

—

8,012

PSUs

—

—

—

—

—

—

—

—

13,518(5) 3,048,444

2/20/2018

SARs 10,110—

139.54 2/20/2028

869,157

—

—

—

—

—

3/5/2019

SARs 15,735—

124.793/5/2029 1,584,829

—

—

—

—

—

—

120.16

3/2/2030 2,194,967

3/2/2020

SARs 20,835

2/22/2021

SARs 11,148

5,574(1) 142.05 2/22/2031

930,412

2/17/2022

SARs

8,560(1) 179.75 2/17/2032

195,853

391,706

—

—

—

—

2/16/2023

SARs— 12,474(1) 177.55 2/16/2033—

598,253

—

—

—

—

RSUs

—

—

—

—

—

—

7,791(9)1,756,948

—

—

PSUs

—

—

—

—

—

—

25,472(3)6,084,497

—

4,280

—

—

—

—

—

465,206

—

—

—

—

—
(4)

PSUs

—

—

—

—

—

—

—

—

8,012

PSUs

—

—

—

—

—

—

—

—

11,266(5) 2,540,596

1,806,786

SARs are exercisable in 33% increments on each of the first, second, and third anniversary of the grant date.

(2) These RSUs vested or are scheduled to vest as follows: 18,117 on February 15, 2024; 12,837 on February 15, 2025; 7,041 on February 15, 2026.
(3) Represents shares earned under PSUs granted in 2021 based on performance through the end of the three-year performance period covering 2021, 2022, and 2023.
(4) Based on performance as of the end of the first two years of the three-year performance period trending above target, these PSUs, granted in 2022, are shown at max
level and will vest on February 15, 2025, pending performance results and continued service.
(5) Based on performance as of the end of the first year of the three-year performance period trending at target, these PSUs, granted in 2023, are shown at max level and willvest on February 15, 2026, pending performance results and continued service.
(6) These RSUs vested or are scheduled to vest as follows: 6,806 on February 15, 2024; 4,342 on February 15, 2025; 18,560 on August 15, 2025; 2,394 on February 15, 2026.
(7) These RSUs vested or are scheduled to vest as follows: 4,665 on February 15, 2024; 3,081 on February 15, 2025; 1,690 on February 15, 2026.
(8) These RSUs vested or are scheduled to vest as follows: 4,628 on February 15, 2024; 1,668 on September 15, 2024; 7,999 on February 15, 2025; 1,690 on February 15, 2026.
Of those RSUs scheduled to vest on February 15, 2025, 4,173 are attributed to PSUs that had a performance period which ended on 12/31/2023 and now require only
continued service.
(9) These RSUs vested or are scheduled to vest as follows: 3,860 on February 15, 2024; 2,522 on February 15, 2025; 1,409 on February 15, 2026.

2024 Proxy Statement

Marriott International, Inc.

63

Executive and Director Compensation

SAR Exercises and Stock Vested During Fiscal Year 2023
The following table shows information about SAR exercises and vesting of RSU and PSU awards during fiscal year 2023.
SAR Awards

Name
Mr. Capuano

Stock Awards

Award Type

Exercise Date

Numberof Shares
Acquiredon Exercise(#)(1)

SAR

5/5/2353,628SAR

8/3/23

RSU/PSU

2/15/23

25,2464,549,834

RSU/PSU

2/15/239,228

1,663,070

RSU/PSU

8/15/23

18,5603,833,939

5,520,192

6,600

383,790

Mr. Breland

Ms. Reiss
(1)

Value
Realized on
Vesting($)(3)AwardType

Ms. Oberg

Mr. Brown

Vesting
Date

Numberof Shares
Acquiredon Vesting
(#)

Value
Realized on
Exercise($)(2)

RSU/PSU

2/15/23

5,928

1,068,344

RSU/PSU

2/15/23

3,710

668,616

RSU/PSU

9/15/234,326

881,249

RSU/PSU

2/15/23

5,404

973,909

For SARs that were exercised, the number of shares in this column reflects the nominal number of shares that were subject to SARs. The number of shares actually
delivered under the SARs was lower and represented the value realized on exercise divided by the market price at the time of exercise.

(2) The value realized upon exercise is based on the spread between the market price of the Company’s Class A common stock at the time of exercise and the exercise price.
(3) The value realized upon vesting is based on the average of the high and low stock price on the vesting date.

The following tables include additional information regarding the value realized by the NEOs in 2023 on the exercise or vesting ofMarriott stock awards reported in the table above.
2023 SAR Exercises

Name
Mr. Capuano

Mr. Brown64

Stock Price
Increasefrom Grant
to Exercise
Date (%)

Value
Realized
Upon
Exercise
($)

Grant
Date

Grant
Term

Exercise
Date

Numberof Shares
Exercised

Exercise
Price($)

Average
Market Valueat Exercise($)

2/23/15

10 years

5/5/23

23,11582.67

176.64114

2,172,001

2/22/16

10 years

5/5/2330,51366.86

176.59164

3,348,191

2/22/21

10 years

8/3/236,600

142.05200.2041

383,790

Marriott International, Inc.

2024 Proxy Statement

Executive and Director Compensation
2023 Restricted/Performance Stock Unit Award Vesting

Average
Market Valueat Vesting($)

Stock Price
Increase/
Decreasefrom Grant to
Vesting Date
(%)

Value
Realized
Upon
Vesting($)
2,553,717

Name

Grant
Date

Vesting
Date

Numberof Shares
VestedAverage
Market Valueat Grant($)

Mr. Capuano

3/2/202/15/23

14,170120.16180.2250

2/22/21

2/15/235,280

142.05180.22

27

951,562

2/17/22

2/15/235,796

179.75180.220

1,044,555

3/2/202/15/234,816

120.16180.2250

867,940

2/22/21

2/15/232,464

142.05180.2227

444,062

2/17/22

2/15/23

1,948

179.75180.220351,069

8/31/21

8/15/23

18,560134.70206.5753

3,833,939

Ms. Oberg

Mr. Brown

Mr. Breland

Ms. Reiss

3/2/202/15/232,953

120.16180.2250

532,190

2/22/21

2/15/23

1,584

142.05180.22

27

285,468

2/17/22

2/15/231,391

179.75180.220250,686

3/5/192/15/23772

124.79180.22

44

139,130

3/2/202/15/23802

120.16180.2250

144,536

9/30/20

2/15/23

1,023

94.09

180.22

92

184,365

2/17/22

2/15/231,113

179.75180.22

0200,585

9/30/20

9/15/23

2,658

94.09

203.71

117

541,461

9/30/21

9/15/231,668

149.89203.71

36

339,788

3/2/202/15/232,953

120.16180.2250

532,190

2/22/21

2/15/23

1,338

142.05180.22

27

241,134

2/17/22

2/15/231,113

179.75180.22

0200,585

Nonqualified Deferred Compensation for Fiscal Year 2023
The following table presents contributions, earnings, distributions, and balances under the EDC for the 2023 fiscal year.

Name
Mr. Capuano

Executive
Contributionsin Last FY($)(1)

Company
Contributionsin Last FY($)

Aggregate
Earnings in
Last FY($)(2)

Aggregate
Withdrawals /Distributions($)

Aggregate
Balance at
Last FYE($)(3)

42,00031,50048,566—

1,431,545

Ms. Oberg

0085,172—

2,455,292

Mr. Brown

170,280

86,17589,559—2,650,107

Mr. Breland

121,260

75,787

13,528—441,001

Ms. Reiss

51,80037,104

9,360—

308,595(1)

The amounts in this column consist of elective deferrals by the NEOs of salary for the 2023 fiscal year and non-equity incentive plan compensation for 2022 (otherwise
payable in 2023) under the EDC. The following table indicates the portion of each executive’s elective contributions that was attributable to 2023 salary that is reported in
the Summary Compensation Table.
Amounts that
Relate to theContribution of
Salary ($)

Name
Mr. Capuano

42,000Ms. Oberg

0

Mr. Brown

81,000Mr. Breland

43,500

Ms. Reiss

51,8002024 Proxy Statement

Marriott International, Inc.

65

Executive and Director Compensation(2) The amounts in this column reflect aggregate notional earnings during 2023 of each NEO’s account in the EDC. Such earnings are reported in the Summary Compensation
Table only to the extent that they were credited at a rate of interest in excess of 120% of the applicable federal long-term rate. No NEOs were credited with excess earnings
under the EDC during 2023.
(3) This column includes amounts in each NEO’s total EDC account balance as of the last day of the 2023 fiscal year. The amounts in this column include 2022 Company
contributions credited to the accounts in 2023. The amounts shown in the Company Contributions in Last FY column are not reflected in these balances. The following
table presents the portion of the Aggregate Balance that was reported as compensation in the Summary Compensation Table in the Company’s prior-year proxystatements.
Amounts thatwere Reported
as Compensationin Prior Year
Proxy Statements ($)

Name
Mr. Capuano

449,636

Ms. Oberg

1,368,762

Mr. Brown

170,655

Mr. Breland0

Ms. Reiss0

Under the EDC, the NEOs and other participants are eligible to defer the receipt of up to 80% of their salary, bonus, and/or non-equity
incentive plan compensation. Such amounts are fully vested. In addition, the Company may make a discretionary matching contribution
to participants’ (including the NEOs’) EDC accounts, which is vested when made. The match is intended to provide the NEOs (and otherhighly-paid associates) with matching contributions that are similar to matching contributions that would have been made under theCompany’s tax-qualified 401(k) plan but for the application of certain nondiscrimination testing and annual compensation limitations
under the Internal Revenue Code.
The Company also may make an additional discretionary contribution to participants’ (including the NEOs’) EDC accounts based on
subjective factors such as individual performance, key contributions and retention needs.
The EDC also provides participants the opportunity for long-term capital appreciation by crediting participant accounts with a rate of
return determined by the Company. The rate of return was determined largely by reference to the Company’s estimated long-term costof borrowing and was set at 3.6% for 2023. To the extent that this rate exceeds 120% of the applicable federal long-term rate, theexcess is reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column of the Summary
Compensation Table.
Participants may elect to receive a distribution of their EDC accounts upon separation from service or upon a specified future date whilestill employed (an ‘‘in-service distribution’’). Each year’s deferrals and Company match may have a separate distribution election.
Distributions payable upon separation from service may be elected as (i) a lump sum cash payment; (ii) a series of annual cash
installments payable over a designated term not to exceed 20 years; or (iii) five annual cash payments beginning on the sixth January
following termination of employment. In-service distributions may be elected by the participant as a single lump sum cash payment or
annual cash payments over a term of two to five years, in either case beginning not earlier than the third calendar year following thecalendar year of the deferral. However, in the case of amounts of $10,000 or less, or when no election regarding the form of distribution
is made, the distribution will be made in a lump sum. When the participant is a ‘‘specified employee’’ for purposes of Section 409A of
the Internal Revenue Code, any distribution payable on account of separation from service will not occur until after six months following
separation from service. Typically, the NEOs are specified employees.

66

Marriott International, Inc.

2024 Proxy Statement

Executive and Director Compensation

Potential Payments Upon Termination or Change in Control
The Company does not have employment agreements or severance agreements with any of the NEOs.
Under the Stock Plans and the relevant award agreements, upon retirement, an NEO may continue to vest in and receive distributions
under most outstanding RSUs and PSUs for the remainder of their vesting period and may exercise SARs for up to five years subject tothe awards’ original terms. However, most stock award agreements provide that if the executive retires within one year after the grantdate, the executive forfeits a portion of the stock award proportional to the number of days remaining to the first vesting date. Stockawards will vest in full upon permanent disability (as defined in the Stock Plans), including at target performance level for PSUs.
Any cash incentive payments under the annual cash incentive program will be forfeited if an executive is not employed on the last day of
the year, except that the annual cash incentive will be paid based on the target performance level, pro-rated based on the days worked
during the year, upon death or disability, in addition to payment upon an NEO’s termination of employment in connection with orfollowing a change in control as discussed below.
For purposes of awards under the Stock Plans, retirement means a termination of employment by an executive who has attained age 55
with at least 10 years of service with the Company. However, for awards under the Stock Plans, retiree status is subject to theCommittee’s (or its designee’s) prior approval, and the Committee (or its designee) has the authority to revoke approved retiree status if
an executive’s employment is subsequently found to have been terminated because of the executive’s serious misconduct, or if theexecutive has engaged in competition with the Company or criminal conduct or other behavior that is actually or potentially harmful to
the Company. An NEO who dies as an employee or while an approved retiree immediately vests in his or her unvested stock awards.
These provisions were developed based on an analysis of external market data. As of December 31, 2023, Mr. Capuano, Ms. Oberg,
Mr. Brown, and Ms. Reiss met the age and service conditions for retirement eligibility. Mr. Breland will meet those conditions if he remains
employed until January 12, 2031.
Under the Stock Plans, in the event of certain transactions involving a capital restructuring, reorganization or liquidation of the Company
or similar event as defined in the Stock Plans, the Company or its successor may in its discretion provide substitute equity awards under
the Stock Plans or, if no similar equity awards are available, an equivalent value as determined at that time will be credited to each NEO’s
account in the EDC, provided that such action does not enlarge or diminish the value and rights under the awards. If the Company or its
successor does not substitute equity awards or credit the EDC accounts, the Company or its successor will provide for the awards to be
exercised, distributed, canceled, or exchanged for value. The intrinsic values of the vested and unvested SARs and unvested stock
awards as of the last day of the fiscal year are indicated for each NEO in the Outstanding Equity Awards at 2023 Fiscal Year-End table.
In addition, if any NEO’s employment is terminated by the Company other than for the executive’s misconduct or the executive resigns
for good reason (as defined under the Stock Plans) beginning three months before and ending 12 months following a change in control(as defined under the Stock Plans) of the Company, the NEO will become fully vested in all unvested equity awards under the Stock
Plans (including at the target performance level for PSUs). In those circumstances, all SARs will be exercisable until the earlier of theoriginal expiration date of the awards or 12 months (or five years for an approved retiree) following the termination of employment, andall other stock awards shall be immediately distributed following the later of the termination of employment or the change in control
event, except that certain stock awards subject to the requirements of Section 409A of the Internal Revenue Code may not be
distributable for six months following separation from service if the NEO is a ‘‘specified employee’’ under Section 409A, which is typical.
In addition, any cash incentive payments under the annual cash incentive program will be made immediately based on the target
performance level, pro-rated based on the days worked during the year until the NEO’s termination of employment in connection with orfollowing a change in control.

2024 Proxy Statement

Marriott International, Inc.

67

Executive and Director Compensation
The table below reflects the intrinsic value of unvested stock awards and cash incentive payments that each NEO would receive uponretirement, disability, death, or involuntary termination of employment in connection with a change in control as of December 31, 2023,
the end of our fiscal year (based on the Company’s closing stock price of $225.51 on December 31, 2023).

Name

Plan

Retirement($)(1)Disability
($)

Death
($)

Change inControl andTermination($)

Mr. Capuano

Stock Plans

43,325,258

45,503,082

45,503,082

45,503,082—

2,800,000

2,800,000

2,800,000

14,322,454

19,112,341

19,112,341

19,112,341—

936,000

936,000

936,000

Total Cash Incentive
Ms. Oberg

Stock Plans
Total Cash Incentive

Mr. Brown

Mr. Breland

Ms. Reiss

Stock Plans

10,048,850

10,475,518

10,475,518

10,475,518

Total Cash Incentive—

810,000

810,000

810,000

Stock Plans—

6,742,516

6,742,516

6,742,516

Total Cash Incentive—

725,000

725,000

725,000

8,718,624

9,074,246

9,074,246

9,074,246—

740,000

740,000

740,000

Stock Plans
Total Cash Incentive(1)

The Stock Plans amounts will become exercisable or be distributed following retirement over the period described in the awards, subject to the conditions not to engage
in competition or other conduct injurious to the Company as described in more detail above, provided that, a portion of the stock awards granted on February 16, 2023
will remain outstanding based on the number of days from the grant date through the retirement date.

The benefits presented in the table above are in addition to benefits available prior to the occurrence of any termination of employment,
including benefits available under then-exercisable SARs and EDC balances, and benefits available generally to salaried associates suchas benefits under the Company’s 401(k) plan, group medical and dental plans, life and accidental death insurance plans, disability
programs, health and dependent care spending accounts, and accrued paid time off. The actual amounts that would be paid upon an
NEO’s termination of employment can be determined only at the time of any such event. Due to the number of factors that affect thenature and amount of any benefits provided upon the events discussed above, any actual amounts paid or distributed may be higher orlower than reported above. Factors that could affect these amounts include the timing during the year of any such event, the Company’s
stock price and the executive’s age. In addition, in connection with any actual termination of employment or change in control
transaction, the Company may determine to enter into an agreement or to establish an arrangement providing additional benefits oramounts, or altering the terms of benefits described above, as the Committee determines appropriate.

CEO Pay Ratio
The 2023 annual total compensation of the median compensated employee was $44,805; Mr. Capuano’s 2023 annual totalcompensation was $22,654,314 and the ratio of these amounts was 1-to-506.
This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records andthe methodology described below. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio
based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, andto make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may
not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices andmay utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
To identify our 2023 median employee from our employee population on October 1, 2023, our determination date, we used total grossearnings, which we measured over a 9-month period that included the January 1 to September 30, 2023 payroll cycles. We estimatedtotal gross earnings for full- and part-time permanent employees who did not work for the entire 9-month period based on theirearnings for the portion of the period that they worked. At non-U.S. managed hotels, where employment laws and practices may vary,
we included only those individuals who are directly employed by Marriott or one of its affiliates.

68

Marriott International, Inc.

2024 Proxy Statement

Pay Versus Performance
As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive
compensation actually paid and certain financial performance measures of the Company. ‘‘Compensation Actually Paid’’ is calculated inaccordance with SEC rules and does not reflect the actual amount of compensation earned or paid during the applicable year. For
information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with theCompany’s performance, refer to the ‘‘Compensation Discussion and Analysis.’’Summary
Summary
Compensation Compensation
Table Total for
Table Total
Anthony G.
for Arne M.
Capuano ($)(1) Sorenson($)(1)

Year

2023

22,664,045

2022
2021
2020
(1)

Value of Initial Fixed $100
Average
Investment Based On:
Summary
Average
Compensation Compensation Compensation
Compensation
MarriottPeer Group
Adjusted
Actually Paid
Actually Paid Table Total for Actually Paid to
Total
Total Net Income
EBITDA
to Anthony G.
to Arne M. Non-PEO NEOs Non-PEO NEOs Shareholder Shareholder(Millions) (Millions)Capuano($)(2)(3) Sorenson ($)(2)($)(4)($)(2)(3)(4)Return ($) Return ($)(6)($)($)(7)

N/A

55,505,310

N/A

5,614,105

18,715,093

N/A

18,391,882

12,278,151

N/A

8,926,356

13,472,702

152.02111.92

3,083

4,656

18,024,813

N/A

6,347,929

24,543,932

12,783,673

8,828,835

5,522,019

99.32

67.29

2,358

3,853

12,123,239

109.56

88.83

1,099

2,278

N/A

5,466,550

4,168,088

3,197,807

87.47

74.12

(267)

1,147

Mr. Capuano became the Company’s CEO in February 2021 after the passing of Mr. Sorenson. The amount reported as the Summary Compensation Table Total for Mr.
Capuano in 2022, and as a result the Compensation Actually Paid to Mr. Capuano, have been corrected as discussed in the footnotes to the Summary Compensation Table.

(2) Assumptions used in the valuation of equity awards for purposes of calculating Compensation Actually Paid were materially the same as at grant date except for adjustingfor expected performance of PSUs at each measurement date.
(3) In accordance with SEC rules, the following adjustments were made to the Summary Compensation Table Total to determine the Compensation Actually Paid for 2023:

PEO($)

Non-PEO
NEOs Average($)

Summary Compensation Table Total

22,664,045

5,614,105Less, value of Stock Awards and SAR Awards reported in Summary Compensation Table(14,682,678)(3,119,601)

Plus, year-end fair value of outstanding and unvested equity awards granted in the year

20,868,559

4,454,581

Plus, year over year change in fair value of outstanding and unvested equity awards granted in prior years

24,436,802

5,537,691

Plus, change in fair value from prior year end to vesting date of equity awards granted in prior years that vested in theyear

2,218,582

985,926

Compensation Actually Paid

55,505,310

13,472,702(4) Non-PEO NEOs include the following for 2023: Ms. Oberg, Mr. Brown, Mr. Breland, and Ms. Reiss. Non-PEO NEOs include the following for 2021 and 2022:
Stephanie Linnartz, our former President, Ms. Oberg, Craig Smith, our former Group President, International, and Mr. Brown. Non-PEO NEOs include the following for 2020:
Mr. Capuano, David Grissen, our former Group President, the Americas, Ms. Linnartz and Ms. Oberg.
(6) The peer group used for this purpose is Standard & Poor’s Hotels, Resorts & Cruise Lines Index.
(7) Adjusted EBITDA under the Annual Incentive Plan is calculated in the same manner as the non-GAAP measure that Marriott reports to investors as Adjusted EBITDA (as describedin Exhibit A), subject to certain additional adjustments, if applicable for such year as detailed within the ‘‘Compensation Discussion and Analysis – Annual Incentives’’ above.

2024 Proxy Statement

Marriott International, Inc.

69

Executive and Director Compensation

Relationships Between Compensation Actually Paid and TSR, Net Income and Adjusted EBITDA
In accordance with SEC rules, the Company is providing the following depictions of the relationships between information presented in
the Pay Versus Performance table.
Pay Versus Performance
$60

$180

$152.02

$40

$30

$150

$109.56$100.00$87.47$100.00$99.32$111.92$88.83$90$67.29$74.12

$20

$60

$10

$0

$120

TSR

Compensation Actually Paid
(millions)

$50

$30

2019
Tony Capuano CAP

2020

2021

2022

Arne Sorenson CAP

Non-PEO NEOs CAPMarriott TSR

$0

2023
Peer Group TSR

Pay Versus Performance$70$3,083$3,000$2,358$50$2,500$40$2,000$30$1,500$1,099$20$1,000

$10

$500

$0
$-10

$0

$(267)
2020

2021
Tony Capuano CAP

70

Net Income/Loss(millions)Compensation Actually Paid
(millions)$60$3,500Arne Sorenson CAP

2022
Non-PEO NEOs CAPMarriott International, Inc.

2023

$-500

Net Income

2024 Proxy Statement

Executive and Director Compensation
Pay Versus Performance$60$4,656$4,375$3,850$40$3,500$2,278$30$20$2,625$1,147$1,750$10$0Adjusted EBITDA(millions)Compensation Actually Paid
(millions)$50$5,250$875

2020
Tony Capuano CAP

2021
Arne Sorenson CAP

2022
Non-PEO NEOs CAP

2023

$0

Adjusted EBITDA

The most important financial performance measures used by the Company to link executive Compensation Actually Paid to theCompany’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:
Adjusted EBITDA

Adjusted EBITDA is the primary metric in our Annual and Long-Term incentive plans

Relative Total Stockholder Return

Relative TSR is a component of our Long-Term Incentive plan

In addition to these financial performance measures, the Company views stock price as a key driver of value for all of our equity awards
and in particular SARs, which have no value unless the stock price appreciates from the date of grant. We also align compensation withachievement of our key growth priorities as described further under ‘‘Compensation Discussion and Analysis – Annual Incentives’’ above.

2024 Proxy Statement

Marriott International, Inc.

71

Director Compensation
Our director compensation program is reviewed annually. The Committee reviews annual director compensation at the 50th percentile ofexternal market data, which includes surveys of similarly-sized, cross-industry companies, as well as a custom peer group of companies
specifically selected by the Committee. This is the same compensation peer group the Committee reviews when setting NEO
compensation. See ‘‘Market Data’’ above. The Committee believes, based on the advice of the Compensation Consultant, that thisrepresents the appropriate reference against which our director compensation program should be assessed. To provide additional
context, the Committee considers director compensation practices of select competitors in the lodging industry. The Committee also
reviews and considers historical financial, business and total stockholder return results, as well as the external view of various
stakeholders such as stockholders and proxy advisors.
In May 2023, following a review of the Company’s director compensation program under the above framework, as well as consultation
with the Compensation Consultant, the Committee recommended, and the Board approved, an increase to the annual deferred shareaward value from $185,000 to $200,000, an increase to the Lead Independent Director fee value from $50,000 to $60,000, an increase
to the Audit Committee chair fee value from $30,000 to $35,000, an increase to the other (non-Audit) committee chair fee values from
$20,000 to $25,000, and an increase to the Audit Committee member retainer fee value from $15,000 to $20,000, in each caseeffective May 1, 2023, to better align with market compensation levels. As a result of these changes, we paid non-employee directors(other than Mr. David Marriott) compensation in the form of annual cash retainer fees and a Non-Employee Director Deferred Share
Award (‘‘Deferred Share Award’’) under the 2023 Stock Plan, as follows:
Amount of Fee
through
April 30th ($)

Amount of Fee
beginning
May 1st ($)

Board Retainer Fee

100,000

100,000

Deferred Share Award

185,000

200,000

Lead Independent Director Fee

50,00060,000

Audit Committee Chair Fee

30,00035,000

Other (Non-Audit) Committee Chair Fee

20,00025,000

Audit Committee Member Retainer Fee

15,00020,000Type of Fee (all fees below are annual)

We typically pay retainer, chair and lead independent director cash fees on a quarterly basis. In accordance with established Company
procedures, a director may make an advance election to defer payment of all or a portion of his or her director cash fees pursuant to the
Stock Plans and/or the EDC. Director cash fees that are deferred pursuant to the Stock Plans will be credited as stock units to thedirector’s stock unit account in the plan. As elected by the director, director cash fees that are credited to the director’s stock unit
account as stock units may be distributed as an equal number of shares in a lump sum or in one to 10 annual installments following
termination of service as a Board member. Additional stock units are credited to the director’s stock unit account to reflect any
dividends paid on our Class A common stock in a number equal to (x) the per-share cash dividend amount multiplied by the number ofstock units in the director’s account divided by (y) the average of the high and low prices of a share of our Class A common stock on thedividend payment date.
Alternatively, a director may make an advance election to receive payment of all or any part of his or her director fees in the form of
SARs having an equivalent grant date value. We grant director SARs with an exercise price equal to the grant date fair market value (theaverage of the high and low quoted prices of the Company stock on the grant date) and a 10-year term. The SARs are fully vested andbecome exercisable after one year or, if earlier, upon the director’s termination of service due to death or permanent disability.
The Company grants Share Awards to directors following the Company’s Annual Meeting. Share Awards granted in 2023 vest, subject tocontinued service on the Board, and become nonforfeitable on a daily pro-rata basis over the term of office, which expires at the Annual
Meeting following the grant date and are distributed in stock in a lump sum following the director’s separation from service, unless the
director elects to have the award distributed on the one-year anniversary of the grant date or in one to 10 annual installments following
separation from service. Directors make their elections in the year prior to grant of the award. Share Awards neither accrue dividend
equivalents nor provide voting rights until the stock is distributed.
In connection with David Marriott’s election as the Chairman of the Board in May 2022, the Committee recommended, and the Board
approved, an annual cash fee of $2,000,000 in lieu of the cash and equity fees and awards described above. As described elsewhere inthis proxy statement, given the Marriott family’s iconic status in the hospitality industry and deep historical perspective on the Company
and its mission, combined with Mr. Marriott’s extensive prior experience in a variety of senior roles at the Company, the Board
determined that Mr. Marriott was uniquely qualified to serve as Chairman and that his service would provide a competitive advantage to72

Marriott International, Inc.

2024 Proxy Statement

Executive and Director Compensation
the Company. In addition, the Board has assigned Mr. Marriott additional responsibilities, including representing the Company at bothinternal and external events to help further the Company’s strategic goals and to promote the Company’s business, brands, culture,values and goodwill. These responsibilities require significant time commitments, and as a result, the Board determined such
responsibilities warrant the approved cash fee. Furthermore, given his significant Company shareholdings, the Board determined that
Mr. Marriott’s interests were appropriately aligned with those of the Company’s stockholders, and that 100% cash-based compensation
was appropriate.
The Company reimburses directors for travel expenses, other out-of-pocket costs they incur when attending meetings and, for one
meeting per year, attendance by spouses. To encourage our directors to experience and personally evaluate our portfolio of properties,
the Company offers directors complimentary rooms, food and beverage, and certain other amenities and activities (such as spa andgolf) while on personal travel at properties within the Company’s lodging portfolio.
The Board believes that stock ownership by non-employee directors is essential for aligning their interests with those of our stockholders. To
emphasize this principle, Board stock ownership guidelines require that each non-employee director own Company stock or vested stock units
valued at three times the director’s combined annual cash and stock retainers, or roughly nine times the annual cash retainer. Directors are
required to retain 50% of the net after-tax shares under equity awards granted after becoming a director until they satisfy the required stock
ownership levels. All non-employee directors who have served as directors of the Company for five years or more have met this goal.

Director Compensation for Fiscal Year 2023
The following Director Compensation Table presents the compensation we paid in 2023 to our non-employee directors. As an officer,
Mr. Capuano was not paid for his service as a director.

Fees Earned orPaid in Cash($)(1)

Stock Awards($)(2)(3)

Change in
Pension Valueand NonqualifiedDeferredCompensation
Earnings($)(4)

Isabella D. Goren

133,173

200,162—

16,315

349,650

Deborah M. Harrison

100,000

200,162—

15,264315,426

Frederick A. Henderson

197,692

200,162——

397,854

Eric Hippeau

100,000

200,162—

20,000320,162

Lauren R. Hobart

79,570200,162——

279,732

Debra L. Lee

123,173

200,162

0

24,735

348,070

Aylwin B. Lewis

141,346

200,162

05,300

346,808

David S. Marriott

2,000,000——

31,0912,031,091

Margaret M. McCarthy

141,346

200,162—

17,875359,383

George Muñoz

35,559

—

0

1,371

37,930Name

All Other
Compensation($)(5)

Total($)

Grant F. Reid

92,262200,162—

18,835311,259

Horacio D. Rozanski

100,050

200,162——

300,212

Susan C. Schwab

100,000

200,162

0

14,677

314,839(1)This column includes any fees that the directors elected to defer as stock units to their stock unit accounts in the Stock Plans, and fees that were deferred pursuant to the
EDC, as set forth below. As he had elected, Mr. Rozanski received a grant of SARs on May 16, 2023, in lieu of cash payment of his annual cash retainer.

(2) Each non-employee director (other than Mr. Marriott) was granted a Deferred Share Award on May 16, 2023, covering 1,143 shares, that vests on a pro-rata basis over thecourse of the year following the grant date. In accordance with the Company’s equity compensation grant procedures, the awards were determined by dividing the target
value of the Deferred Share Award by the average of the high and low prices of a share of the Company’s Class A common stock on the date the awards were granted,
which was $175.12 per share. The amounts reported in the ‘‘Stock Awards’’ column reflect the grant date fair value of the award, determined in accordance with accounting
guidance for share-based payments.

2024 Proxy Statement

Marriott International, Inc.

73

Executive and Director Compensation(3) The following table indicates the number of outstanding SARs, RSUs, and Deferred Share Awards and other deferred stock units (collectively, ‘‘DS’’) held by each director
at the end of 2023. This table also includes Marriott Vacations Worldwide (‘‘MVW’’) DS awards settled in shares of MVW stock, resulting from adjustments to the Company
DS awards for the Company’s timeshare business spin-off in 2011. A portion of the DS awards held by Mr. Hippeau reflects Starwood awards, which, in connection with the
Starwood combination in 2016, converted into awards settled in Marriott stock. This table does not reflect accrued dividend equivalents that are paid in cash upon
settlement of the converted Starwood DS awards.
Number of Securities Underlying
Unexercised Director Options/ SARs
Name
Ms. Goren
Mrs. Harrison

Award TypeDS

Exercisable (#)

Unexercisable (#)

Number of Shares orUnits of Stock That
Have Not Vested (#)

Number of Shares orUnits of Stock That
Have Vested (#)

—

—

423

1,831

DS

—

—

423

2,012

SARs

7,588

—

—

—

Mr. Henderson

DS

—

—

423

17,786

Mr. Hippeau

DS

—

—

423

39,391

Ms. Hobart

DS

—

—

423

720

Ms. Lee

DS

—

—

423

33,154MVW DS

—

—

—

1,704

Mr. Lewis

DS

—

—

423

10,457

Mr. D. Marriott

DS

—

—

—

1,224

RSU

—

—

—

7,721

Ms. McCarthy

DS

—

—

423

6,492

Mr. Muñoz

SARs

9,557

—

—

—

DS

—

—

—

48,946MVW DS

—

—

—

3,562

Mr. Reid

DS

—

—

423

720

Mr. Rozanski

SARs

1,689

1,482

—

—

DS

—

—

423

3,055

DS

—

—

423

8,242

Ms. Schwab(4) The values reported equal the earnings credited to accounts in the EDC to the extent they were credited at a rate of interest exceeding 120% of the applicable federal
long-term rate, as discussed for the NEOs under ‘‘Nonqualified Deferred Compensation for Fiscal Year 2023’’ above.
(5) This column includes Company contributions to the EDC for fiscal year for 2023 and perquisites and personal benefits, including Hotel Stay Benefits (as described on
page 53). For Mr. Marriott, this column also includes the incremental costs associated with his limited personal use of the Company’s corporate aircraft that is not pursuant
to his time sharing agreement. The Company determines the incremental cost associated with personal use of the corporate aircraft by adding (i) the product of theaircraft’s variable operating costs per hour multiplied by the personal flight hours and the hours for any related deadhead flights, (ii) the cost of fuel and otherflight-specific expenses for the personal trip, or, in the case of a mixed personal and business trip, a percentage of the cost of such flight-specific expenses attributable tothe percentage of personal flight hours for the trip, and (iii) an allocable portion of the Company’s cost to purchase aircraft carbon emissions offsets. The values in thiscolumn do not include perquisites and personal benefits that were less than $10,000 in aggregate for any director for the fiscal year.

74

Marriott International, Inc.

2024 Proxy Statement

Executive and Director Compensation

Securities Authorized for Issuance under Equity Compensation Plans
The following table sets forth information about the securities authorized for issuance under the Company’s equity compensation plans
as of December 31, 2023.

Plan Category
Equity compensation plans approved by stockholders
Equity compensation plans not approved by stockholders
Total
(1)

Number of Securities
to be Issued
Upon Exercise of
Outstanding
Options/SARs,
Warrants and Rights

Weighted-Average
Exercise Price of
Outstanding
Options/SARs, Warrants
and Rights

4,816,347(1)$159.99

271,851(3)—5,088,198

Number of Securities
Remaining Available for
Future Issuance underEquity Compensation Plans(excluding securities
reflected in the first column)
15,606,984(2)015,606,984

Includes 3,782,268 shares subject to outstanding PSUs, RSUs, deferred stock bonuses, and Share Awards granted under the Stock Plans, which are not included in thecalculation of the Weighted-Average Exercise Price column. Includes 288,905 shares issuable at target under outstanding PSUs.

(2) Consists of 11,799,825 shares available for issuance under the 2023 Stock Plan and 3,807,159 shares available for issuance under the Company’s Employee Stock PurchasePlan.
(3) Represents shares subject to outstanding RSUs and deferred stock awards under the Starwood Hotels & Resorts Worldwide 2013 Long-Term Incentive Compensation Plan.

The Company assumed the Starwood Hotels & Resorts Worldwide 2013 Long-Term Incentive Compensation Plan (the ‘‘Starwood LTIP’’)in connection with the acquisition of Starwood. The Starwood LTIP authorizes the award of stock options, SARs, restricted stock, RSUs,
PSUs and other equity-based or equity-related awards to employees and consultants, except that awards cannot be granted to any
person who was an employee of the Company or its subsidiaries at the time of the acquisition. The Starwood LTIP is administered by the
Human Resources and Compensation Committee, which may delegate to one or more executive officers or directors the authority to
grant awards under the plan. No shares remain available for issuance under the Starwood LTIP.

2024 Proxy Statement

Marriott International, Inc.

75

Stock Ownership
Stock Ownership of our Directors, Executive Officers
and Certain Beneficial Owners
The table below sets forth the beneficial ownership of Class A common stock by our current directors, our NEOs, and our current
directors and executive officers as a group, as of March 1, 2024 (unless otherwise noted), as well as additional information about
beneficial owners of more than 5% of the Company’s Class A common stock. Ownership consists of sole voting and sole investment
power, except as indicated in the notes below, and except for shares registered in the name of children sharing the same household or
subject to any community property laws. Unless otherwise noted, the current address for all greater than 5% beneficial owners is
Marriott International, Inc., 7750 Wisconsin Avenue, Bethesda, Maryland 20814.
Note on Various Marriott Family Holdings: SEC rules require reporting of beneficial ownership of certain shares by multiple parties,
resulting in double-counting of some shares. After eliminating the double-counting of shares beneficially owned, J.W. Marriott, Jr.,
Deborah M. Harrison, and David S. Marriott together have an aggregate beneficial ownership of 12.88% of Marriott’s outstanding shares.
The aggregate total beneficial ownership of J.W. Marriott, Jr., Deborah M. Harrison, David S. Marriott and each of the‘‘Other ≥5% Beneficial Owners’’ shown below, except for The Vanguard Group and BlackRock, Inc., is 17.12% of outstanding shares after
removing the double-counted shares. These individuals each disclaim beneficial ownership in excess of his or her pecuniary interest overshares owned by other members of the Marriott family and the entities named below except as specifically disclosed in the footnotes
following the table below.
Name

Shares Beneficially Owned

Percent of Class(1)Directors and Director Nominees:
190,922(8)Anthony G. Capuano(7)

Isabella D. Goren

2,254

*
*

Deborah Marriott Harrison

26,599,753(3)(4)(6)Frederick A. Henderson

18,209(7)*Eric Hippeau

41,286(7)*Lauren R. Hobart

1,143(7)*Debra L. Lee(7)

34,688*Aylwin B. Lewis

19,948(7)*(3)(4)(14)David S. Marriott

27,557,312

Margaret M. McCarthy

9.20%

9.53%

8,915(7)*(7)

Grant F. Reid

1,143

*

Horacio D. Rozanski

4,041(7)(8)*

Susan C. Schwab

14,270(7)*29,784(8)*William P. Brown(8)29,091*

Benjamin T. Breland

16,089(8)

*

(8)

*

29,118,895(9)10.07%

Other Named Executive Officers:
Kathleen K. Oberg

Rena H. Reiss

59,098All Current Directors and Executive Officers as a Group:(23 persons)76

Marriott International, Inc.

2024 Proxy Statement

Stock Ownership
Name

Shares Beneficially Owned

Percent of Class(1)34,453,143(2)(3)(4)(5)

11.92%

Other ≥5% Beneficial Owners:
J.W. Marriott, Jr.
Richard E. Marriott

18,960,717(2)(11)

6.56%

John W. Marriott III

23,197,754(4)(10)

8.02%

Juliana B. Marriott

22,447,173(4)(12)

7.76%

Jennifer R. Jackson

22,048,445(4)(13)

7.63%

Michelle Marriott Darmody

22,132,948(4)(15)

7.65%

Juliana B. Marriott Marital Trust

22,429,046(4)(16)

7.76%

Christopher T. Harrison

22,148,921(4)(17)7.66%

JWM Family Enterprises, Inc.

22,027,118

(4)

7.62%

The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355

20,978,577(18)7.26%BlackRock, Inc.
50 Hudson Yards
New York, NY 10001

15,212,482(19)

5.26%

*

Less than 1%.

(1)

Based on the number of shares outstanding, 288,971,067 on March 1, 2024, plus the number of shares acquirable by the specified person(s) within 60 days of March 1,
2024, as described below. The underlying share amounts for SARs are all based on the $250.00 closing price of Marriott’s Class A Common Stock on March 1, 2024.

(2) Includes the following 7,380,988 shares that both J.W. Marriott, Jr. and his brother Richard E. Marriott report as beneficially owned: (a) 1,263,230 shares held by two trusts
for the benefit of the children of J.W. Marriott, Jr., for which J.W. Marriott, Jr. and Richard E. Marriott serve as co-trustees; (b) 3,227,112 shares owned by The J. Willard &Alice S. Marriott Foundation, a charitable foundation, for which J.W. Marriott, Jr., Richard E. Marriott, David S. Marriott, and Deborah M. Harrison serve as co-trustees; and(c) 2,890,646 shares held by a limited liability company for which J.W. Marriott, Jr. and Richard E. Marriott serve as co-managers.
(3) Includes (a) 240,000 shares owned by twelve trusts for the benefit of the grandchildren and more remote descendants of J.W. Marriott, Jr., for which J.W. Marriott, Jr.’s
spouse and each of his children serve as co-trustees and that J.W. Marriott, Jr., his daughter Deborah M. Harrison, and his sons David S. Marriott and John W. Marriott III
each report as beneficially owned; and (b) 67,125 shares owned by The Bill and Donna Marriott Foundation, a charitable foundation, for which J.W. Marriott, Jr., his spouse,
Deborah M. Harrison, and David S. Marriott serve as co-trustees and each report as beneficially owned.
(4) Includes the following 22,027,118 shares that J.W. Marriott, Jr., his children John W. Marriott III, Deborah M. Harrison, and David S. Marriott, his daughter-in-law Juliana
B. Marriott, his grandchildren Michelle Marriott Darmody, Jennifer R. Jackson and Christopher T. Harrison, the Juliana B. Marriott Marital Trust, and JWM FamilyEnterprises, Inc. each report as beneficially owned: (a) 7,517,119 shares held by JWM Family Enterprises, L.P, whose sole general partner is JWM Family Enterprises, Inc.; (b)8,319,999 shares owned by Thomas Point Ventures, L.P., whose sole general partner is JWM Family Enterprises, Inc.; (c) 160,000 shares held by Terrapin Limited Holdings,
LLC, whose sole member is JWM Family Enterprises, L.P.; (d) 150,000 shares held by Short North Limited Holdings, LLC, whose sole member is JWM Family Enterprises,
L.P; (e) 3,000,000 shares owned by Penny Lane Limited Holdings, LLC, whose sole member is JWM Family Enterprises, L.P; (f) 1,840,000 shares owned by Anchorage
Partners, L.P., whose sole general partner is JWM Family Enterprises, L.P.; (g) 160,000 shares owned by Bay Harbor Limited Holdings, LLC, whose sole member is
Anchorage Partners, L.P.; and (h) 880,000 shares owned by 43 Degrees North Holdings, LLC, whose sole member is Thomas Point Ventures, L.P. The address for JWM
Family Enterprises, Inc., a corporation in which J.W. Marriott, Jr., David S. Marriott, and three of J.W. Marriott, Jr.’s grandchildren (Michelle Marriott Darmody, Jennifer R.
Jackson, and Christopher T. Harrison) are directors, is 540 Gaither Road, Suite 100, Rockville, Maryland 20850. In total, affiliates of JWM Family Enterprises, Inc. havepledged 4,126,500 shares as collateral (or 1.43% of our Class A common stock outstanding as of March 1, 2024 (including shares acquirable within 60 days)).
(5) Includes the following 4,737,912 shares that J.W. Marriott, Jr. reports as beneficially owned, in addition to the shares referred to in footnotes (2), (3) and (4):(a) 172,567 shares held in a 401(k) account for the benefit of J.W. Marriott, Jr.; (b) 2,570,845 shares held in a revocable trust for the benefit of J.W. Marriott, Jr., for which
he is the sole trustee; (c) 285,758 shares held in a revocable trust for the benefit of J.W. Marriott, Jr.’s spouse, for which his spouse is the sole trustee (Mr. Marriott
disclaims beneficial ownership of such shares); and (d) 1,708,742 shares owned by separate trusts for the benefit of J.W. Marriott, Jr.’s children and grandchildren, forwhich his spouse serves as a co-trustee.
(6) Includes the following 4,260,432 shares that Deborah M. Harrison reports as beneficially owned in addition to the shares referred to in footnotes (3) and (4):(a) 47,129 shares held directly and 9,100 shares held in grantor trusts of which Deborah M. Harrison is the sole trustee; (b) 20,160 shares held directly by Deborah M.
Harrison’s spouse (Mrs. Harrison disclaims beneficial ownership of such shares); (c) 11,910 shares held in thirteen trusts for the benefit of Deborah M. Harrison’s
grandchildren, for which Deborah M. Harrison’s spouse serves as trustee; (d) 141,729 shares held in three trusts for the benefit of Deborah M. Harrison’s children, for which
Deborah M. Harrison serves as trustee; (e) 245,210 shares held in a trust for the benefit of Deborah M. Harrison’s descendants, for which Deborah M. Harrison serves astrustee; (f) 179,166 shares held by three trusts for the benefit of John W. Marriott III’s children, for which John W. Marriott III and Deborah M. Harrison serve as co-trustees;(g) 251,000 shares held by a life insurance trust for the benefit of J.W. Marriott, Jr., for which each of his children serve as trustees; (h) 34,920 shares held in a limited
liability company of which Deborah M. Harrison is a manager; (i) 90,561 shares held in a limited liability company of which Deborah M. Harrison’s spouse is a manager;(j) 5,078 shares subject to PSUs, SARs and RSUs held by Deborah M. Harrison currently exercisable or exercisable within 60 days after March 1, 2024; (k) 2,435 sharessubject to non-employee director Deferred Share Awards, that were beneficially owned as of March 1, 2024; and (l) 3,227,1122 shares owned by The J. Willard & Alice S.
Marriott Foundation, a charitable foundation, for which J.W. Marriott, Jr., Richard E. Marriott, David S. Marriott, and Deborah M. Harrison serve as co-trustees (referred to infootnote (2)(b)). Trusts of which Deborah M. Harrison is a trustee have pledge 48,327 shares have been pledged as collateral(7) Includes the combined numbers of shares (a) subject to non-employee director Deferred Share Awards, and (b) in stock unit accounts of non-employee directors, and thatwere beneficially owned as of March 1, 2024, as follows: Ms. Goren: 2,254; Mr. Henderson: 18,209 shares; Mr. Hippeau: 39,814 shares; Ms. Hobart: 1,143 shares; Ms. Lee:
33,577 shares; Mr. Lewis: 10,880 shares; Ms. McCarthy: 6,915 shares; Mr. Reid: 1,143 shares; Mr. Rozanski: 3,478 shares; and Ms. Schwab: 8,665 shares.
(8) Totals include shares subject to Options, PSUs, SARs and RSUs currently exercisable or exercisable within 60 days after March 1, 2024, as follows: Mr. Breland: 3,140;
Mr. Brown: 10,907 shares; Mr. Capuano: 95,708 shares; Ms. Oberg: 6,257 shares; Ms. Reiss: 33,996 shares; and Mr. Rozanski: 563 shares.

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Stock Ownership(9) The 3,227,112 shares referred to in footnote (2)(b), the 240,000 shares and 67,125 shares referred to in footnote (3)(a) and (b), and the 22,027,118 shares referred to infootnote (4) are reported as beneficially owned by each of Deborah M. Harrison and David S. Marriott but are included only once in reporting the number of shares owned
by all directors, nominees and executive officers as a group. All current directors and executive officers as a group held 166,197 PSUs, SARs, and RSUs currently exercisable
or exercisable within 60 days after March 1, 2024. All current directors and executive officers as a group, other than Deborah M. Harrison and David S. Marriott beneficiallyowned an aggregate of 523,185 shares (including 161,119 PSUs, SARs, and RSUs currently exercisable or exercisable within 60 days after March 1, 2024), or 0.18% of ourClass A common stock outstanding as of March 1, 2024 (including shares acquirable within 60 days). No current director or executive officer beneficially owns any shares
pledged as security as of March 1, 2024, other than as described in footnotes (4), (6) and (14).
(10) Includes the following 930,636 shares that John W. Marriott III reports as beneficially owned, in addition to the shares referred to in footnotes (3)(a) and (4):(a) 379,996 shares directly held; (b) 179,166 shares held by three trusts for the benefit of John W. Marriott III’s children, for which John W. Marriott III and Deborah M.
Harrison serve as co-trustees (referred to in footnote (6)(f)); (c) 75,000 shares owned by a trust for the benefit of John W. Marriott III’s descendants, for which John W.
Marriott III and David S. Marriott serve as co-trustees; (d) 251,000 shares held by a life insurance trust for the benefit of J.W. Marriott, Jr., for which each of his children
serve as co-trustees (referred to in footnote (6)(g)); (e) 39,172 shares owned by the JWM III Family Foundation, a charitable foundation for which John W. Marriott III
serves as sole director; and (f) 6,302 shares held in a 401(k) account for the benefit of John W. Marriott III.
(11) Includes the following 11,579,729 shares that Richard E. Marriott reports as beneficially owned, in addition to the 7,380,988 shares referred to in footnote (2):(a) 2,885,800 shares held directly and 2,868,898 shares held in grantor trusts of which Richard E. Marriott is the sole trustee; (b) 287,931 shares owned by Richard E.
Marriott’s spouse (Mr. Marriott disclaims beneficial ownership of these shares); (c) 1,067,917 shares owned by three trusts for the benefit of Richard E. Marriott’s children,
for which his spouse serves as a co-trustee; (d) 2,251,519 shares owned by First Media, L.P., a limited partnership whose general partner is a corporation in which Richard E.
Marriott is the controlling voting stockholder; (e) 17,000 shares held by a trust established for the benefit of J.W. Marriott, Jr., for which Richard E. Marriott serves astrustee; (f) 112,937 shares owned by the Richard E. and Nancy P. Marriott Foundation, for which Richard E. Marriott and his spouse serve as directors and officers; and(g) 2,087,727 shares held by trusts for which Richard E. Marriott serves as trustee. Richard E. Marriott is the brother of J.W. Marriott, Jr. and is a former director and officerof the Company. His address is Host Hotels & Resorts, Inc., 4747 Bethesda Avenue, Suite 1300, Bethesda, Maryland 20814.
(12) In addition to the shares referred to in footnote (4), consists of 18,127 shares held directly by Juliana B. Marriott; and (b) 401,928 shares held directly by The Juliana B.
Marriott Marital Trust, for which David S. Marriott and Juliana B. Marriott serves as trustees. Juliana B. Marriott’s address is JWM Family Enterprises, Inc., 540 Gaither Road,
Suite 100, Rockville, MD 20850.
(13) In addition to the shares referred to in footnote (4), consists of 11,661 shares held directly by Jennifer R. Jackson and 9,666 shares held in trusts for the benefit of
Jennifer R. Jackson’s nieces and nephews, for which Jennifer R. Jackson’s spouse serves as trustee. Jennifer R. Jackson’s address is JWM Family Enterprises, Inc.,
540 Gaither Road, Suite 100, Rockville, MD 20850.
(14) In addition to the shares referred to in footnotes (3) and (4), consists of (a) 596,042 shares held directly by David S. Marriott; (b) 10,468 shares held by David S. Marriott’s
spouse (Mr. Marriott disclaims beneficial ownership of such shares); (c) 84,560 shares held by four trusts for the benefit of David S. Marriott’s children, for which David S.
Marriott serves as trustee; (d) 230,390 shares owned by a trust for the descendants of David S. Marriott, for which David S. Marriott serves as trustee; (e) 75,000 shares
owned by a trust for which David S. Marriott serves as a trustee (referred to in footnote 10(c)); (f) 221,678 shares held in three trusts for the descendants of Stephen G.
Marriott, for which David S. Marriott serves as a trustee; (g) 401,928 shares held by a trust for the benefit of Juliana B. Marriott, for which David S. Marriott serves as atrustee (referred to in footnote (12)(b)); (h) 123,667 shares held by four trusts for the benefit of David S. Marriott’s nieces, for which David S. Marriott serves as atrustee;(i) 251,000 shares owned by a life insurance trust, for which David S. Marriott serves as a trustee(referred to in footnote (6)(g));(j) 1,224 shares subject tonon-employee director Deferred Share Awards, that were beneficially owned as of March 1, 2024; and (k) 3,227,112 shares owned by The J. Willard & Alice S. Marriott
Foundation, a charitable foundation, for which David S. Marriott serves as a trustee (referred to in footnote (2)(b)). Trusts of which David S. Marriott is a trustee havepledged 248,679 shares as collateral.
(15) In addition to the shares referred to in footnote (4), consists of (a) 105,624 shares held directly by Michelle Marriott Darmody; and (b) 206 shares held in trust for the
benefit of Michelle Marriott Darmody’s niece, for which Michelle Marriott Darmody serves as sole trustee. Michelle Marriott Darmody’s address is JWM Family Enterprises,
Inc., 540 Gaither Road, Suite 100, Rockville, MD 20850.
(16) In addition to the shares referred to in footnote (4), consists of 401,928 shares held directly by The Juliana B. Marriott Marital Trust. The Juliana B. Marriott Marital Trust’s
address is JWM Family Enterprises, Inc., 540 Gaither Road, Suite 100, Rockville, MD 20850.
(17) In addition to the shares referred to in footnote (4), consists of 4,423 shares held directly by Christopher T. Harrison and 117,380 shares held by trusts for which
Christopher T. Harrison and his spouse serve as trustees. Christopher T. Harrison’s address is JWM Family Enterprises, Inc., 540 Gaither Road, Suite 100, Rockville, MD
20850.
(18) Based on a review of a Schedule 13G/A report filed with the SEC on February 13, 2024, The Vanguard Group beneficially owned 20,978,577 shares as of December 29,
2023, with sole voting power as to 0 shares, shared voting power as to 331,963 shares, sole dispositive power as to 19,913,617 shares, and shared dispositive power as to1,064,960 shares.
(19) Based on a review of a Schedule 13G/A report filed with the SEC on January 31, 2024, BlackRock, Inc. beneficially owned 15,212,482 shares as of December 31, 2023, withsole voting power as to 13,734,981 shares, shared voting power as to 0 shares, sole dispositive power as to 15,212,482 shares, and shared dispositive power as to 0 shares.

Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act, requires the Company’s directors and executive officers and persons who own more than 10% of aregistered class of the Company’s equity securities (the ‘‘Reporting Persons’’) to file with the SEC reports on Forms 3, 4 and 5
concerning their ownership of and transactions in the Class A common stock and other equity securities of the Company, generally
within two business days of a reportable transaction. As a practical matter, the Company seeks to assist its directors and executives bymonitoring transactions and completing and filing reports on their behalf. Based solely upon a review of SEC filings and written
representations that no other reports were required, we believe that all Reporting Persons complied with these reporting requirements
for fiscal year 2023, except for one late filing by Debra L. Lee to report a gift of Class A common stock; one late filing by Juliana B.
Marriott to report a sale of Class A common stock; and one late filing by Drew L. Pinto to report shares of Class A common stock
withheld by the Company to cover taxes associated with the vesting of RSUs. The untimely reports were the result of
administrative errors.

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Transactions with Related Persons
JWM Family Enterprises, L.P. (‘‘Family Enterprises’’) is a Delaware limited partnership that is beneficially owned and controlled by
Mr. J.W. Marriott, Jr., the Company’s Chairman Emeritus and former Executive Chairman and Chairman of the Board, and members of his
family, including Mrs. Deborah M. Harrison (daughter of J.W. Marriott, Jr.), a member of the Company’s Board; and Mr. David S. Marriott(son of J.W. Marriott, Jr.), the Chairman of the Company’s Board. Family Enterprises indirectly holds ownership interests in 17 hotels that
we operate pursuant to management agreements with entities controlled by Family Enterprises. We also provide procurement,
renovation and/or technical services for some of these properties pursuant to contracts entered into with the ownership entities. We
expect such arrangements to continue in 2024. In 2023, we earned management fees of approximately $13.1 million plus reimbursementof certain expenses, and procurement, renovation and/or technical services fees of approximately $174,000 from our operation of andprovision of services for these hotels. We have no financial involvement in Family Enterprises or in any of these hotels, other than as
described in this paragraph.
Mr. Christopher Harrison (grandson of J.W. Marriott, Jr. and son of Mrs. Harrison) and Mr. Craig Ballard (son-in-law of Mrs. Harrison) holdan aggregate two-thirds interest in Dauntless Capital Partners, LLC (‘‘Dauntless’’), a private investment firm that manages long-term
investments in hospitality real estate. Entities affiliated with Dauntless, and in which Dauntless and other Marriott family members holdinterests, hold (or held in 2023) varying interests in 10 Marriott-branded hotels: seven hotels that are currently subject to franchise
agreements; two hotels that we operate pursuant to management agreements with the hotel owner; and one franchised hotel that was
sold to an unrelated third party in 2023. We expect management and franchise arrangements for hotels owned by entities affiliated with
Dauntless to continue in 2024. It is possible Dauntless or entities affiliated with it will acquire interests in additional hotels operated or
franchised by us. In 2023 (or, for interests acquired or sold in 2023, between the time when the interests in the hotels were acquired andDecember 31, 2023 or between January 1, 2023 and the time the interests were sold), we earned approximately $4.4 million ofmanagement, franchise and other fees related to such properties, plus reimbursement of certain expenses. Mr. Harrison and Mr. Ballard
also hold an aggregate two-thirds interest in Twin Bridges Hospitality LLC, which has advised us that it acts (or expects to act) as asset
manager for 12 Marriott-branded hotels under agreements with the hotel owners, including most of the Marriott-branded hotels referred
to in this paragraph. We are not a party to any of those asset management agreements. Other than the management or franchisearrangements described in this paragraph, we have no financial involvement in the hotels or investment entities described in thisparagraph.
Our Company was founded by Mr. J.W. Marriott, Jr.’s parents, and the Board believes that the involvement of Marriott family members in
responsible positions of the Company makes a significant long-term contribution to the value of our corporate name and identity and to themaintenance of our reputation for providing quality products and services, reinforces the culture and core values that are the bedrock of our
success, and promotes associate engagement and retention. In addition to Mr. David S. Marriott’s membership on the Board and role as Chairmanof the Board and Mrs. Harrison’s membership on the Board and role as Global Cultural Ambassador Emeritus, the Company employs (or employedin 2023) other members of the Marriott family, including Mr. J.W. Marriott, Jr.’s son-in-law (and Mrs. Harrison’s husband) Mr. Ronald T. Harrison until
his retirement in January 2023; and his grandson (and Mrs. Harrison’s son) Mr. Matthew Harrison. From time to time, the Company may also
employ family members of other directors or executive officers. The compensation levels of such family members are set based on reference toexternal market practice for similar positions and/or internal pay equity when compared to the compensation paid to non-family members insimilar positions. For 2023, Mr. Matthew Harrison’s total compensation, which includes, to the extent applicable, base salary, bonus, the value ofstock-based awards, and all other compensation, for his service as a hotel general manager was $202,518. No other employed family members
total compensation for 2023 exceeded $120,000.
The Company provides Mr. J.W. Marriott, Jr., the Company’s Chairman Emeritus and former Executive Chairman and Chairman of theBoard, with various non-business-related services. He reimbursed the Company for the cost of these services provided by Company
associates in the amount of $371,233 for 2023.
J.W. Marriott, Jr. and an affiliate of the Company entered into a non-exclusive aircraft time sharing agreement, dated September 20,
2018, which was amended and restated effective May 3, 2022 and effective September 14, 2023. The agreement permits him tocompensate the Company for personal use of the Company’s aircraft, when not already committed for Company use. For flights under
the time sharing agreement, J.W. Marriott, Jr. compensates the Company based on a cost reimbursement methodology compliant with
Federal Aviation Administration regulations. In 2023, these reimbursements totaled approximately $201,000. An affiliate of the Company
has also entered into non-exclusive aircraft time sharing agreements with Mr. Capuano (effective May 3, 2022, amended and restatedeffective September 14, 2023) and Mr. David S. Marriott (effective February 9, 2023), respectively, which permit them to compensate theCompany for personal use of the Company’s aircraft based on a cost reimbursement methodology compliant with Federal Aviation
Administration regulations. There were no reimbursements under Mr. Capuano’s time sharing agreement in 2023, and reimbursements
under Mr. David Marriott’s time sharing agreement were less than $120,000. Additional information about Mr. Capuano’s use of theCompany’s aircraft is included in the Executive Compensation section of this proxy statement.
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Transactions with Related Persons

Policy on Transactions and Arrangements with Related Persons
The Company has adopted a written policy for approval of transactions and arrangements between the Company and the Company’s
current and recent former directors, director nominees, current and recent former executive officers, greater than 5% stockholders, andtheir immediate family members where the amount involved exceeds $120,000. Each of the related person transactions described above
is subject to, and has been approved or ratified under, this policy.
The policy provides that the Audit Committee reviews certain transactions subject to the policy and determines whether or not toapprove or ratify those transactions. In doing so, the Audit Committee takes into account, among other things, whether the transaction
is on terms no less favorable to the Company than those of similar contemporaneous transactions, arrangements or relationships withunrelated third parties and the materiality of the related person’s interest in the transaction, arrangement or relationship. The policy also
provides that, prior to Audit Committee review, the Company’s Corporate Growth Committee, an internal management committee
whose members include the Company’s President and CEO and members of the Company’s senior management, approve all suchtransactions.
The Audit Committee and the Corporate Growth Committee have considered and deemed approved certain limited categories oftransactions with related persons. Information on such transactions is provided to the appropriate committee, as applicable, at regularlyscheduled meetings. Transactions that have been deemed approved by the Audit Committee are limited to:• provision of certain services in connection with lodging transactions with specified maximum dollar thresholds and where theCompany’s Global Design Division has determined that the terms are no less favorable to the Company than those of similar
agreements with unrelated third party owners;• changes to certain lodging transactions, subject to specified maximum percentage of the value thresholds, that are consistent withgeneral terms and conditions of transactions that the Audit Committee has previously approved;• ordinary course residence and similar sales or leases under any general program of sale or lease to third parties, if the price or rental
paid is no lower than the lowest price or rental offered to third parties or to Marriott associates under Company-wide associate
discount programs with respect to such property;• employment and compensation relationships that are subject to Human Resources and Compensation Committee or other specified
internal management approvals or which, in the case of directors or executive officers, are subject to required proxy statement
disclosure;• certain transactions with other companies and certain charitable contributions in which the related persons’ interest or involvement islimited and, with respect to directors who otherwise are independent, is consistent with the independence criteria under both theCompany’s Governance Principles and the Nasdaq corporate governance listing standards;• transactions where the related party’s interest arises solely from the ownership of the Company’s common stock and all holders of theCompany’s common stock receive the same benefit on a pro rata basis; and• non-lodging transactions involving less than $500,000 that are approved by a standing subcommittee of the Corporate GrowthCommittee or, if the transactions pose a conflict of interest for all members of the subcommittee, the President and CEO.

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Questions and Answers About the Meeting2024 Proxy Materials
Why am I receiving these proxy materials?
The enclosed proxy is solicited by the Board of Directors of the Company for the Annual Meeting to be held at 8:30 a.m., Eastern Time,
on Friday, May 10, 2024, and any adjournment or postponement thereof. The Board has made these materials available to you over theinternet or has delivered printed versions of these materials to you by mail, because you owned shares of the Company’s Class A
common stock on March 13, 2024, the record date, and that entitles you to notice of, and to attend and vote at, the Annual Meeting. At
our Annual Meeting, stockholders will act upon the matters described in the accompanying notice of meeting (the ‘‘Notice’’). These
actions include the election of each of the 12 director nominees; ratification of the appointment of the independent registered public
accounting firm (sometimes referred to as the ‘‘independent auditor’’); advisory vote to approve executive compensation; a vote on
stockholder resolutions (if properly presented); and any other matters that may properly be presented at the meeting. In addition, ourmanagement will respond to questions from stockholders.

What vote does the Board recommend for each item?
The Board’s recommendations are set forth after the description of each item in this proxy statement. In summary, the Board
recommends a vote:• FOR the election of each of the 12 director nominees (see Item 1 on page 12);
• FOR the ratification of the appointment of Ernst & Young LLP, the independent auditor, for fiscal year 2024 (see Item 2 on page 12);
• FOR the advisory vote to approve executive compensation (see Item 3 on page 13);
• AGAINST the stockholder resolution requesting the Company commission a third-party civil rights audit (see Item 4 on page 14); and• AGAINST the stockholder resolution requesting the Company annually prepare a racial and gender pay gap report (see Item 5 onpage 17).

Participating in the Annual Meeting
What is a virtual meeting?
This year’s Annual Meeting will be conducted virtually through a live audio webcast and online stockholder tools accessible via theInternet. There will be no physical meeting location. We have adopted this format to facilitate stockholder attendance and to enable
stockholders to participate fully, and equally, regardless of size, resources, or physical location. We believe this format will also reducethe costs to the Company and stockholders of planning, holding, and attending the Annual Meeting, while still allowing for the same
participation opportunities as were available at an in-person meeting. These proxy materials include instructions on how to access andparticipate in the virtual Annual Meeting and how you may vote your shares of Company Class A common stock before or during theAnnual Meeting.

Who can participate?
All stockholders of record at the close of business on the record date, or their duly appointed proxies, may participate in the Annual
Meeting. To attend the Annual Meeting, log in at www.virtualshareholdermeeting.com/MAR2024. Stockholders will need their uniquecontrol number, which appears on the proxy card (printed in the box and marked by the arrow), next to the label for postal mailrecipients or within the body of the email sending the proxy statement. Stockholders whose shares are held beneficially through a
brokerage firm, bank, trust or other similar organization (that is, in street name) also may participate in the Annual Meeting. If yourshares are held in street name and your voting instruction form indicates that you may vote those shares through the
http://www.proxyvote.com website, then you may access and participate in the Annual Meeting with the 16-digit access code indicatedon that voting instruction form. Otherwise, stockholders who hold their shares in street name should contact their bank, broker or othernominee (preferably at least 5 days before the Annual Meeting) and obtain a ‘‘legal proxy’’ in order to be able to attend, participate in orvote at the Annual Meeting. The Annual Meeting will begin promptly at 8:30 a.m. Eastern Time on May 10, 2024. You may begin to log
into the meeting platform approximately thirty minutes before the start.

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Questions and Answers About the Meeting

Who should stockholders contact if they have technical issues accessing the virtual Annual Meeting?
Online access to the audio webcast will open approximately thirty minutes prior to the start of the Annual Meeting to allow time for you
to log in and test your computer audio system. We encourage stockholders to access the meeting prior to the start time. If you
encounter any difficulties accessing the Annual Meeting during the check-in or meeting time, please call the technical support numberthat will be posted on the Annual Meeting website log-in page.

How can stockholders ask questions during the virtual meeting?
As part of the Annual Meeting, we will hold a live question and answer session, during which we intend, time permitting, to answer all
written questions pertinent to the Company and the meeting matters that are submitted before or during the meeting in accordancewith the Annual Meeting’s Rules of Conduct, which will be posted on the Annual Meeting website. Stockholders may submit questions
prior to the day of the meeting at www.proxyvote.com after logging in with their unique control number found on the proxy card(printed in the box and marked by the arrow), next to the label for postal mail recipients or within the body of the email sending the proxystatement. Questions may be submitted the day of or during the Annual Meeting through www.virtualshareholdermeeting.com/MAR2024.
Answers to any such questions that are not addressed during the meeting will be published on the Marriott Investor Relations website shortly
after the meeting. Questions and answers may be grouped by topic and substantially similar questions will be grouped and answered once. We
reserve the right to edit or reject questions we deem profane or otherwise inappropriate.

Voting Procedures
Who is entitled to vote?
Only stockholders of record at the close of business on the record date, March 13, 2024, are entitled to receive notice of and to attend
and vote at the Annual Meeting, or any postponement or adjournment of the Annual Meeting. Each outstanding share of the Company’s
Class A common stock entitles its holder to cast ten votes on each matter to be voted upon.

How do I vote?
Whether you are a stockholder of record or a beneficial owner whose shares are held in street name, you can vote in any one offour ways:• Via the Internet in advance of the Annual Meeting. You may vote by submitting your proxy by visiting the website atwww.proxyvote.com and entering the control number found on your proxy card (printed in the box marked by the arrow) next to thelabel for postal mail recipients or within the body of the email sending the proxy statement.
• By Telephone. You may vote by submitting your proxy by calling the toll-free number found on the proxy card or in the voting
instruction form.
• By Mail. You may vote by submitting your proxy by mail by filling out the enclosed proxy card (if you are a stockholder of record) or
voting instruction form (if you are a beneficial owner) and sending it back in the postage-paid envelope provided.
• Online During the Annual Meeting. If you are a stockholder of record and you plan to attend the Annual Meeting, you are encouraged
to vote beforehand by Internet, telephone or mail. You also may vote at www.virtualshareholdermeeting.com/MAR2024 during theAnnual Meeting. Have your unique control number available when you access the Annual Meeting website.
Telephone and Internet voting is available through 11:59 p.m. Eastern Time on Thursday, May 9, 2024. The telephone and Internet voting
procedures are designed to authenticate votes cast by use of a personal identification number. The procedures, which are designed tocomply with Delaware law, allow stockholders to appoint a proxy to vote their shares and to confirm that their instructions have been
properly recorded.
If you hold your shares in street name through a broker or other nominee, you may be able to vote by telephone or electronicallythrough the Internet in accordance with the voting instructions provided by that institution. Brokers holding shares must vote according
to specific instructions they receive from the beneficial owners of those shares. If brokers do not receive specific instructions, brokers
may in some cases vote the shares in their discretion but are not permitted to vote on certain proposals and may elect not to vote on
any of the proposals unless you provide voting instructions. If you do not provide voting instructions and the broker elects to vote yourshares on some but not all matters, it will result in a ‘‘broker non-vote’’ for the matters on which the broker does not vote. Abstentions
occur when you provide voting instructions but instruct the broker to abstain from voting on a particular matter instead of voting for oragainst the matter.

82

Marriott International, Inc.

2024 Proxy Statement

Questions and Answers About the Meeting

How do I vote my 401(k) shares?
If you participate in the Marriott Retirement Savings Plan or the Marriott International, Inc. Puerto Rico Retirement Plan (the‘‘Retirement Plans’’), you may give voting instructions as to the number of share equivalents allocated to your account as of the record
date. You may provide voting instructions to the trustee under the Retirement Plans by completing and returning the proxy card
accompanying this proxy statement. The trustee will vote the number of shares equal to the share equivalents credited to your accountin accordance with your duly executed instructions if they are received by 11:59 p.m. Eastern Time, on Tuesday, May 7, 2024. If you do notsend instructions by this deadline or if you do not vote by proxy, or if you return your proxy card with an unclear voting designation or
no voting designation at all, the trustee will vote the number of shares equal to the share equivalents credited to your account in thesame proportion that it votes shares for which it did receive timely instructions. Under the Retirement Plans, participants are ‘‘named
fiduciaries’’ to the extent of their authority to direct the voting of shares held in their accounts and their proportionate share ofundirected shares set forth in the preceding sentence.

What shares are included on my proxy card(s)?
The shares on your proxy card(s) represent ALL of your shares of Class A common stock that the Company’s stock transfer records
indicate that you hold, including (i) any shares you may hold through the Computershare Investor Services Program for MarriottInternational, Inc. Stockholders administered by Computershare Investor Services; and (ii) if you are a participant in one of the
Retirement Plans, any shares that may be held for your account by The Northern Trust Company as the plan’s custodian. Shares that you
hold in street name through a broker or other nominee are not included on the proxy card(s) furnished by the Company, but theinstitution will provide you with a voting instruction form.

How will my shares be voted?
Your shares will be voted as you indicate on the proxy card. Except as indicated above with respect to shares held in the Retirement
Plans, if you return your signed proxy card but do not mark the boxes indicating how you wish to vote, your shares will be voted FOR theelection of each of the 12 director nominees; FOR the ratification of the appointment of Ernst & Young LLP as the Company’s
independent registered public accounting firm for fiscal year 2024; FOR the advisory vote to approve executive compensation; AGAINSTthe stockholder resolution requesting the Company commission a third-party civil rights audit; and AGAINST the stockholder resolution
requesting the Company annually prepare a racial and gender pay gap report.

What constitutes a quorum?
The presence at the Annual Meeting, by participating in the virtual Annual Meeting or by proxy, of the holders of a majority of the sharesof Class A common stock of the Company issued and outstanding on the record date and entitled to vote will constitute a quorum.
A quorum is required for business to be conducted at the Annual Meeting. As of the March 13, 2024 record date, 288,259,108 shares of
our Class A common stock were outstanding and entitled to vote. If you submit a properly executed proxy card, even if you abstain fromvoting, you will be considered part of the quorum. Similarly, ‘‘broker non-votes’’ (described above) will be counted in determining
whether there is a quorum.

What vote is required to approve each item?
In the election of directors, each nominee must receive more ‘‘FOR’’ votes than ‘‘AGAINST’’ votes in order to be elected as a director.
Instructions to ‘‘ABSTAIN’’ and broker non-votes will have no effect on the election of directors.
For (i) ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm forfiscal year 2024, (ii) the advisory vote to approve executive compensation, (iii) the stockholder resolution requesting the Company
commission a third-party civil rights audit, and (iv) the stockholder resolution requesting the Company annually prepare a racial andgender pay gap report, the affirmative vote of the holders of a majority of the shares of Class A common stock present in person or
represented by proxy and entitled to vote on the items will be required for approval. Instructions to ‘‘ABSTAIN’’ with respect to these
items will be counted for purposes of determining the number of shares represented and entitled to vote. Accordingly, an abstention on
any of these items will have the effect of a vote ‘‘AGAINST’’ the item. Broker non-votes, if any, will not have any effect on the outcome of
votes for these items.

2024 Proxy Statement

Marriott International, Inc.

83

Questions and Answers About the Meeting

Can I change my vote or revoke my proxy after I return my proxy card,or after I vote by telephone or electronically?
Yes. Even after you have submitted your proxy, you may change your vote at any time before the proxy is exercised at the meeting.
Regardless of the way in which you submitted your original proxy, you may change it by:(1) Returning a later-dated signed proxy card;(2) Delivering a written notice of revocation to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717 that isreceived before the polls close for voting at the Annual Meeting or any adjournment or postponement thereof;(3) Voting by submitting your proxy by telephone or the Internet until 11:59 p.m. Eastern Time on May 9, 2024; or(4) Attending the Annual Meeting and voting online as indicated above under ‘‘How do I vote?’’If your shares are held through a broker or other nominee, you will need to contact that institution if you wish to change your voting
instructions in advance of the Annual Meeting. Alternatively, you may attend the Annual Meeting and vote online, as indicated above
under ‘‘How do I vote?’’.

Who will count the vote?
Representatives of Broadridge Financial Solutions, Inc., our independent vote tabulation agency, will count the votes and act as theinspector of election.

What does it mean if I receive more than one proxy card?
If your shares are registered under different names or are held in more than one account, you may receive more than one proxy card. Inorder to vote all your shares, please sign and return all proxy cards, or if you choose, vote by submitting your proxy by telephone or
through the Internet using the personal identification number printed on each proxy card. We encourage you to have all accounts
registered in the same name and address (whenever possible). You can accomplish this by contacting our transfer agent, Computershare
Investor Services, at 1-800-311-4816.

How will voting on any other business be conducted?
Although we currently do not know of any business to be considered at the Annual Meeting other than the items described in this proxystatement, if any other business is properly presented at the Annual Meeting, your proxy gives authority to David S. Marriott and/or
Anthony G. Capuano (with full power of substitution) to vote on such matters at their discretion.

Other Matters
When are stockholder proposals and nominations for the 2024 annual meeting of stockholders due?
Rule 14a-8 Proposals. To be considered for inclusion in our proxy statement for the 2025 annual meeting of stockholders, stockholder
proposals submitted pursuant to Rule 14a-8 under the Exchange Act must be received at our principal executive office no later than theclose of business on November 27, 2024. Proposals must comply with Rule 14a-8 and must be submitted in writing to the Secretary,
Marriott International, Inc., Department 52/862, 7750 Wisconsin Avenue, Bethesda, Maryland 20814.
Advance Notice Proposals and Nominations. In addition, our Bylaws require that, if a stockholder desires to introduce a stockholder
proposal, other than a nomination for the election of directors, at the 2025 annual meeting of stockholders, notice of such proposal must be
delivered in writing to the Company’s Secretary at the above address no earlier than the close of business on January 10, 2025 and no later
than the close of business on February 9, 2025. However, if the 2025 annual meeting of stockholders is more than 30 days before or morethan 70 days after the anniversary date of this year’s annual meeting, the stockholder’s notice must be delivered no earlier than the close ofbusiness on the 120th day prior to such annual meeting and no later than the close of business on the later of the 90th day prior to suchmeeting or the 10th day following the date on which public announcement of the meeting date is first made by the Company. If astockholder desires to nominate a director at the 2025 annual meeting of stockholders, our Bylaws require that notice of such nomination
be delivered in writing to the Company’s Secretary at the above address no later than February 9, 2025. However, in the event that the2025 annual meeting of stockholders is more than 30 days before or more than 60 days after the anniversary date of this year’s annual
meeting, the stockholder’s notice must be so delivered no later than the close of business on the seventh day following the date on whichnotice of such meeting is first given to stockholders. The notice of such written proposal or nomination must comply with our Bylaws. The
chairman of the meeting may refuse to acknowledge or introduce any stockholder proposal or nomination if notice thereof is not received
within the applicable deadlines or does not comply with our Bylaws. In addition, stockholders who intend to solicit proxies in support of
director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19, the84

Marriott International, Inc.

2024 Proxy Statement

Questions and Answers About the Meeting
SEC’s universal proxy rule, no later than March 11, 2025 (or, if the 2025 annual meeting of stockholders is called for a date that is more than
30 days before or more than 30 days after such anniversary date, then notice must be provided not later than the close of business on thelater of 60 calendar days prior to the 2025 annual meeting of stockholders or the 10th calendar day following the day on which publicannouncement of the 2025 annual meeting of stockholders is first made by the Company). The notice requirement under Rule 14a-19 is inaddition to the applicable advance notice requirements under our Bylaws as described above.
Proxy Access Nominations. If a stockholder or group of stockholders who meet the requirements set forth in our Bylaws wish(es) tonominate one or more director candidates to be included in the Company’s proxy statement for the 2025 annual meeting through theCompany’s proxy access provision, the Company must receive proper written notice of the nomination no later than the close ofbusiness on the 120th day nor earlier than the 150th day before the first anniversary date of the date the definitive proxy statement was
first released to stockholders in connection with the preceding year’s annual meeting of stockholders (i.e., between the close of businesson October 28, 2024 and the close of business on November 27, 2024 for the 2025 annual meeting of stockholders), and the nominationmust otherwise comply with our Bylaws. However, in the event that the 2025 annual meeting of stockholders is more than 30 days
before or after the anniversary of the prior year’s annual meeting, the stockholder’s notice must be delivered no earlier than the close ofbusiness on the 150th day prior to such meeting and no later than the close of business on the 120th day prior to such meeting or the
10th day following the date on which public announcement of the meeting date is first made by the Company.
If a stockholder fails to meet these deadlines or satisfy the requirements of Rule 14a-4 under the Exchange Act, the proxies we solicit
allow the named proxyholders, if a vote is taken, to vote on such proposals as they deem appropriate. You can find a copy of our Bylaws
in the Investor Relations section of the Company’s website (www.Marriott.com/Investor) by clicking on ‘‘Governance’’ and then‘‘Documents & Charters,’’ or you may obtain a copy by submitting a request to the Secretary, Marriott International, Inc., Department
52/862, 7750 Wisconsin Avenue, Bethesda, Maryland 20814.

How much did this proxy solicitation cost, and who paid that cost?
The Company paid for this proxy solicitation. We hired MacKenzie Partners, Inc. to assist in the distribution of proxy materials andsolicitation of votes for an estimated fee of $18,500, plus reimbursement of certain out-of-pocket expenses. We also reimburse
brokerage houses and other custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy andsolicitation materials to stockholders. Proxies will be solicited by mail, telephone, or other means of communication. Our directors,
officers and regular associates who are not specifically employed for proxy solicitation purposes and who will not receive any additional
compensation for such activities may also solicit proxies. If any stockholders need assistance voting their shares, please contact
MacKenzie Partners, Inc. at 800-322-2885 (Toll Free), 212-929-5500 (Call Collect) or via email at proxy@mackenziepartners.com.

Can I receive future stockholder communications electronically through the Internet?
Yes. You may elect to receive future notices of meetings, proxy materials, and annual reports electronically through the Internet. If you
have previously consented to electronic delivery, your consent will remain in effect until withdrawn. To consent to electronic delivery:• If your shares are registered in your own name, and not in street name through a broker or other nominee, simply log in to theInternet site maintained by our transfer agent, Computershare Investor Services, at www.computershare.com/investor and thestep-by-step instructions will prompt you through enrollment.
• If your shares are registered in street name through a broker or other nominee, you must first vote your shares using the Internet, at
www.proxyvote.com, and immediately after voting, fill out the consent form that appears on-screen at the end of the Internet voting
procedure.
You may withdraw this consent at any time and resume receiving stockholder communications in print form.

2024 Proxy Statement

Marriott International, Inc.

85

Householding
The SEC allows us to deliver a single proxy statement and annual report to an address shared by two or more of our stockholders. Thisdelivery method, referred to as ‘‘householding,’’ can result in significant cost savings for us, as well as reduce the environmental impact
of printing and shipping these materials. In order to take advantage of this opportunity, the Company and banks and brokerage firmsthat hold your shares may deliver only one proxy statement and annual report or one Notice of Internet Availability to multiple
stockholders who share an address unless one or more of the stockholders has provided contrary instructions. The Company will deliver
promptly, upon written or oral request, a separate copy of the proxy statement and annual report to a stockholder at a shared address towhich a single copy of the documents was delivered. A stockholder who wishes to receive a separate copy of the proxy statement andannual report, now or in the future, may obtain one, without charge, by addressing a request to the Secretary, Marriott International, Inc.,
Department 52/862, 7750 Wisconsin Avenue, Bethesda, Maryland 20814, or by calling (301) 380-5750. You may also obtain a copy ofthe proxy statement and annual report from the Company’s website (www.Marriott.com/Investor) by clicking on ‘‘SEC Filings.’’
Stockholders of record sharing an address who are receiving multiple copies of proxy materials and annual reports and wish to receive asingle copy of such materials in the future should submit their request by contacting us in the same manner. If you are the beneficial
owner, but not the record holder, of the Company’s shares and are receiving multiple copies of proxy materials and annual reports andwish to receive a single copy of such materials in the future, you will need to contact your broker, bank or other nominee to request that
only a single copy of each document be mailed to all stockholders at the shared address in the future.

Other Matters
The Company’s management knows of no other matters that may be presented for consideration at the Annual Meeting. However, if any
other matters properly come before the Annual Meeting, the persons named in the proxy intend to vote such proxy in accordance with
their judgment on such matters.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held On May 10, 2024:
The proxy statement and annual report to stockholders are available at www.proxyvote.com.
Any stockholder who would like a copy of our 2023 Annual Report on Form 10-K may obtain one, without charge, by addressing arequest to the Secretary, Marriott International, Inc., Department 52/862, 7750 Wisconsin Avenue, Bethesda, Maryland 20814. The
Company’s copying costs will be charged if copies of exhibits to the Form 10-K are requested. You may also obtain a copy of theForm 10-K, including exhibits, from the Investor Relations portion of our website (www.Marriott.com/Investor) by clicking on‘‘SEC Filings.’’

BY ORDER OF THE BOARD OF DIRECTORS,Andrew P.C. Wright
Secretary

86

Marriott International, Inc.

2024 Proxy Statement

Cautionary Statements
This proxy statement includes forward-looking statements. These statements are not historical facts, but instead represent only ourbeliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. Forward-looking
statements include information related to our investment and business plans; our plans to return excess capital to stockholders; theexpected continued growth of our business; the benefits of our digital and technology transformation; our development pipeline;
statements regarding future changes to our Board of Directors, corporate governance practices, executive and director compensation
programs, equity plan usage, ESG matters and initiatives and related goals and disclosures; other statements that are preceded by,followed by, or include the words “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “foresees,” or similar expressions;and similar statements concerning anticipated future events and expectations that are not historical facts. We caution you that thesestatements are not guarantees of future performance and are subject to numerous evolving risks and uncertainties that we may not beable to accurately predict or assess, including the risk factors that we describe in our Securities and Exchange Commission filings,
including our most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q. Any of these factors could cause actual
results to differ materially from the expectations we express or imply in this press release. All statements in this proxy statement are
made as of March 27, 2024. We undertake no obligation to publicly update or revise these statements, whether as a result of new
information, future events or otherwise.
References to our website or other links to our publications or other information are provided for the convenience of our stockholders.
The information or data included on our websites or accessible at these links is not incorporated into, and will not be deemed to be apart of, this proxy statement or any of our other filings with the SEC.

2024 Proxy Statement

Marriott International, Inc.

87

EXHIBIT A

Non-GAAP Financial Measures
In this proxy statement, we report Adjusted Earnings Before Interest Expense, Taxes, Depreciation and Amortization (“Adjusted
EBITDA”), which is not required by, or presented in accordance with, United States generally accepted accounting principles (“GAAP”).
Please be aware that this non-GAAP measure has limitations and should not be considered in isolation or as a substitute for net income
or any other comparable operating measure prescribed by GAAP. In addition, we may calculate and/or present this non-GAAP financial
measure differently than measures with the same or similar names that other companies report, and as a result, the non-GAAP measure
we report may not be comparable to those reported by others.
Adjusted EBITDA reflects net income excluding the impact of the following items: cost reimbursement revenue and reimbursed
expenses, interest expense, depreciation and amortization, provision for income taxes, merger-related charges and other expenses, andstock-based compensation expense for all periods presented. When applicable, Adjusted EBITDA also excludes certain non-cash
impairment charges related to equity investments and gains and losses on asset dispositions made by us or by our joint venture
investees. In our presentation of Adjusted EBITDA, we also exclude a one-time cost in 2022 related to certain property-level adjustments
related to compensation and transition costs associated with the Starwood merger, which we record in the “Merger-related charges andother” caption of our Consolidated Statements of Income (our “Income Statements”), to allow for period-over-period comparisons of
our ongoing operations before the impact of these items.
We believe that Adjusted EBITDA is a meaningful indicator of our operating performance because it permits period-over-period
comparisons of our ongoing operations before these items. Our use of Adjusted EBITDA also facilitates comparison with results fromother lodging companies because it excludes certain items that can vary widely across different industries or among companies within
the same industry. For example, interest expense can be dependent on a company’s capital structure, debt levels, and credit ratings.
Accordingly, the impact of interest expense on earnings can vary significantly among companies. The tax positions of companies canalso vary because of their differing abilities to take advantage of tax benefits and because of the tax policies of the jurisdictions in which
they operate. As a result, effective tax rates and provisions for income taxes can vary considerably among companies. Our Adjusted
EBITDA also excludes depreciation and amortization expense, which we report under “Depreciation, amortization, and other” as well as
depreciation and amortization classified in “Contract investment amortization,” “Reimbursed expenses,” and “Equity in earnings” of our
Income Statements, because companies utilize productive assets of different ages and use different methods of both acquiring anddepreciating productive assets. Depreciation and amortization classified in “Reimbursed expenses” reflects depreciation andamortization of Marriott-owned assets, for which we receive cash from owners to reimburse the Company for its investments made forthe benefit of the system. These differences can result in considerable variability in the relative costs of productive assets and thedepreciation and amortization expense among companies. We exclude stock-based compensation expense in all periods presented toaddress the considerable variability among companies in recording compensation expense because companies use stock-based
payment awards differently, both in the type and quantity of awards granted. We exclude non-cash impairment charges related to equity
investments, which we record in the “Equity in earnings” caption of our Income Statements to allow for period-over-period comparisonsof our ongoing operations before the impact of these items. We exclude cost reimbursement revenue and reimbursed expenses, which
relate to property-level and centralized programs and services that we operate for the benefit of our property owners. We do not
operate these programs and services to generate a profit over the long term, and accordingly, when we recover the costs that we incurfor these programs and services from our property owners, we do not seek a mark-up. For property-level services, our owners typicallyreimburse us at the same time that we incur expenses. However, for centralized programs and services, our owners may reimburse us
before or after we incur expenses, causing timing differences between the costs we incur and the related reimbursement from property
owners in our operating and net income. Over the long term, these programs and services are not designed to impact our economics,
either positively or negatively. Because we do not retain any such profits or losses over time, we exclude the net impact when evaluating
period-over-period changes in our operating results.

2024 Proxy Statement

Marriott International, Inc.

A-1

The following table presents our reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure.

Full Year
2023

Full Year
2022

Percent
Better/(Worse)

Net income, as reported$ 3,083$ 2,358

31%

Cost reimbursement revenue(17,413)(15,417)

Reimbursed expenses

17,424

15,141565

403($ in millions)Interest expense
Interest expense from unconsolidated joint ventures

6

6

Provision for income taxes

295

756

Depreciation and amortization

189

193

Contract investment amortization

88

89

Depreciation and amortization classified in reimbursed expenses

159

118

Depreciation, amortization, and impairments from unconsolidated joint ventures

19

27

Stock-based compensation

205

192

60

12

–

(23)

(24)

(2)

$ 4,656$ 3,853

Merger-related charges and other(1)

Gains on investees’ property sales
Gain on asset dispositions(2)

Adjusted EBITDA
(1)

21%

Gains on investees’ property sales reported in Equity in earnings.

(2) Gain on asset dispositions reported in Gains and other income, net.

A-2

Marriott International, Inc.

2024 Proxy Statement

SCAN TO
VIEW MATERIALS & VOTEMARRIOTT INTERNATIONAL, INC.
ATTN: KELLY BLACKWELL
7750 WISCONSIN AVE.
BETHESDA, MD 20814
LAW DEPARTMENTZ

VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.com or scan the QR code above
Use the Internet to transmit your voting instructions and for electronic delivery of
information. Vote by 11:59 p.m. Eastern Time on May 9, 2024 for shares held directly and by
11:59 p.m. Eastern Time on May 7, 2024 for shares held in a Retirement Plan. Have yourproxy card in hand when you access the web site and follow the instructions to obtain yourrecords and to create an electronic voting instruction form.
During The Meeting - Go to www.virtualshareholdermeeting.com/MAR2024
You may attend the meeting via the Internet and vote during the meeting. Have the informationthat is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions. Vote by
11:59 p.m. Eastern Time on May 9, 2024 for shares held directly and by
11:59 p.m. Eastern Time on May 7, 2024 for shares held in a Retirement Plan. Have yourproxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided
or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
V35317-P01866-Z86612

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLYMARRIOTT INTERNATIONAL, INC.
Company Proposals
The Board of Directors recommends you vote FOR each of thefollowing director nominees:
1.

ELECTION OF 12 DIRECTORSFor Against Abstain

1a.

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Anthony G. Capuano

1b.

Isabella D. Goren

1c.

Deborah M. Harrison

1d.

Frederick A. Henderson

1e.

Lauren R. Hobart

1f.

Debra L. Lee

1g.

Aylwin B. Lewis

1h.

David S. Marriott

1i.

Margaret M. McCarthy

1j.

Grant F. Reid

1k.

Horacio D. Rozanski

1l.

Susan C. Schwab

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The Board of Directors recommends you vote FOR thefollowing proposals:
2.

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG AS THE
COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM FOR FISCAL YEAR 2024

3.

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

Date

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Stockholder Proposals
The Board of Directors recommends you vote AGAINST thefollowing proposals:
4.

STOCKHOLDER RESOLUTION REQUESTING THE COMPANYCOMMISSION A THIRD-PARTY CIVIL RIGHTS AUDIT

5.

STOCKHOLDER RESOLUTION REQUESTING THE COMPANY
ANNUALLY PREPARE A RACIAL AND GENDER PAY GAP REPORTNOTE: Please sign as name(s) appear(s) hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please givefull title as such.

Signature [PLEASE SIGN WITHIN BOX]For Against Abstain

Signature (Joint Owners)

Date

For Against Abstain

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WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING.
BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK.
Internet and telephone voting are available through 11:59 PM Eastern Timeon Thursday, May 9, 2024, the day before the meeting.
If you hold shares through a Retirement Plan, Internet and telephone voting are available through
11:59 PM Eastern Time on Tuesday, May 7, 2024.
Your Internet or telephone vote authorizes the named proxies to vote these shares in the samemanner as if you marked, signed and returned your proxy card.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and 2024 Proxy Statement and 2023 Form 10-K are available at www.proxyvote.com.
We will be conducting our 2024 Annual Meeting of Stockholders virtually atwww.virtualshareholdermeeting.com/MAR2024.

T

FOLD AND DETACH HERE

T

PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
MARRIOTT INTERNATIONAL, INC.

V35318-P01866-Z86612

PROXY

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED STOCKHOLDER(S),OR IF NO DIRECTION IS INDICATED, "FOR" EACH DIRECTOR NOMINEE IN ITEM 1, "FOR" ITEMS 2 AND 3, AND "AGAINST"ITEMS 4 AND 5, AND IT WILL BE VOTED IN ACCORDANCE WITH THE DISCRETION OF THE PROXIES AS TO ANY OTHER
MATTER THAT IS PROPERLY PRESENTED.
The undersigned acknowledge(s) receipt of a Notice of Annual Meeting of Stockholders, the accompanying Proxy
Statement and the Annual Report for the fiscal year ended December 31, 2023. The undersigned further hereby appoint(s)David S. Marriott and Anthony G. Capuano, and each of them, with power to act without the other and with full power ofsubstitution in each, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on theother side, all the shares of Marriott International, Inc. (the "Company") Class A common stock which the undersigned isentitled to vote, and, in their discretion, to vote upon such other business as may properly come before the Annual Meetingof Stockholders of the Company to be held May 10, 2024 beginning at 8:30 a.m. Eastern Time via live audio webcast atwww.virtualshareholdermeeting.com/MAR2024, or any adjournment or postponement thereof (including, if applicable, on any
matter which the Board of Directors did not know would be presented at the Annual Meeting of Stockholders by a reasonable
time before the proxy solicitation was made or for the election of a person to the Board of Directors if any nominee named in
Item 1 becomes unable to serve or for good cause will not serve), with all powers which the undersigned would possess if present
at the Annual Meeting.
If the undersigned has voting rights with respect to shares of Company Class A common stock under the Marriott
Retirement Savings Plan or the Marriott International, Inc. Puerto Rico Retirement Plan, the undersigned hereby direct(s) thetrustee of the plan to vote shares equal to the number of share equivalents allocated to the undersigned’s accounts under theplan in accordance with the instructions given herein. The trustee will vote shares for which it does not receive instructions by
11:59 PM Eastern Time, Tuesday, May 7, 2024, in the same proportion that it votes the shares for which it received timely
instructions from other participants in the plan.
(Continued and to be marked, dated and signed, on the other side)