Sector: Consumer Discretionary
HYATT HOTELS CORP CLASS A · Meeting: May 20, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Class II Directors
Marostica joined the board in 2026 and is exempt from the TSR performance trigger under the 24-month new-director exemption; he brings relevant travel and technology industry experience from senior roles at Google and ITA Software.
O'Neill joined in February 2023 and is within the 24-month new-director exemption window, so the TSR trigger does not apply; she brings relevant consumer brand and retail experience from Nike and serves on two other public company boards, which does not exceed the four-board overboarding threshold.
Hyatt's 3-year price return of 34.5% is in the strong positive tier (above +20%), and the gap versus the XLY sector ETF is only -15.1 percentage points, well below the 65-percentage-point threshold required to trigger an against vote; Tuttle has served since 2004 and shows no overboarding, attendance, or independence concerns.
All three Class II director nominees pass the policy screens. The TSR trigger does not fire for any nominee — Hyatt's 3-year return of +34.5% is strong and the underperformance gap versus the XLY sector ETF benchmark of -15.1 percentage points falls far short of the 65-percentage-point threshold required for a strong-positive-TSR company. Marostica and O'Neill are additionally exempt under the 24-month new-director rule. No overboarding, attendance, or independence issues were identified.
CEO
Mark S. Hoplamazian
Total Comp
$26,699,762
Prior Support
99.9%%
The CEO's total reported compensation of approximately $26.7 million is elevated, but a significant portion reflects a multi-year performance stock award structure (the CEO PSUs spread across five annual tranches) and a one-year relative total shareholder return performance stock award, both of which have genuine performance conditions tied to measurable business outcomes including net rooms growth, free cash flow conversion, and relative stock performance against hotel industry peers. The pay mix is heavily weighted toward variable, long-term equity compensation — roughly 75% of the CEO's long-term incentive value is in performance-vesting stock awards, and the annual cash bonus paid out at approximately 84% of target reflecting below-maximum performance, which is consistent with pay-for-performance alignment. The company received 99.9% support on last year's say-on-pay vote, the clawback policy is robust and NYSE-compliant, and there are no hedging, single-trigger acceleration, or excessive perquisite concerns.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$10,204,742
Non-Audit Fees
$3,192,203
Non-audit fees (audit-related fees of $756,700 plus tax fees of $2,160,814 plus all other fees of $274,689, totaling approximately $3,192,203) represent about 31% of audit fees of $10,204,742, which is well below the 50% threshold that would raise independence concerns. Deloitte & Touche is a Big 4 firm appropriate for a company of Hyatt's size and complexity. Auditor tenure is not disclosed in the filing, so the tenure trigger does not apply per policy.
1 proposal submitted by shareholders
Proposal 3
The proposal is submitted by As You Sow, an organization that consistently files environmentally-themed proxy proposals as an advocacy strategy rather than as a neutral fiduciary concern — this classifies it as an ideological progressive filer, which under our policy warrants a vote against regardless of the surface framing. Even evaluating the proposal on its merits, the ask is a report on whether Hyatt could disclose plastic use data, a step removed from actual disclosure itself, and Hyatt has provided a substantive response explaining that decentralized global supply chains make reliable aggregate plastic measurement impractical at this time while pointing to concrete operational actions already underway. Without evidence of prior-year support indicating broad shareholder concern, there is no strong independent reason to override the ideological filer classification.
The 2026 Hyatt annual meeting presents a straightforward ballot: all three director nominees pass TSR and governance screens with no overboarding or attendance concerns, Deloitte & Touche passes the auditor independence test with a non-audit fee ratio well below the 50% threshold, and the executive pay program warrants support given its strong performance-linkage and near-unanimous prior-year shareholder backing. The single stockholder proposal, filed by the advocacy organization As You Sow, is voted against under the ideological progressive filer classification.
