MARRIOTT INTERNATIONAL INC CLASS A (MAR)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
MARRIOTT INTERNATIONAL INC CLASS A · Meeting: May 8, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
No overboarding, attendance is adequate, and Marriott's 3-year total return of +104.5% outperforms the compensation peer group median by +69.0 percentage points, well below the 65-point threshold needed to trigger a vote against — no TSR concern applies.
As CEO and director, Capuano is subject to the same TSR test as other directors; Marriott's strong outperformance versus the peer group median (+69.0pp vs. 65pp threshold) means the trigger does not fire, and he holds only one outside board seat (McDonald's), within the two-seat limit for sitting CEOs.
Joined the board in 2022, brings deep financial and travel-industry expertise, chairs the Audit Committee with recognized financial expert status, no overboarding, and TSR performance is strong — no policy trigger applies.
No overboarding, adequate attendance, and the strong company TSR means the performance trigger does not apply; her non-independent status is appropriate given she serves only on the Inclusion and Social Impact Committee, not on audit or compensation committees.
Long-tenured Lead Independent Director with broad governance and financial expertise; holds one outside public board seat (Adient plc as Chair), within policy limits, and Marriott's strong TSR outperformance means no performance trigger applies.
Joined in 2023, brings relevant consumer and digital expertise; as a sitting CEO she holds only one outside board seat (Marriott), complying with the two-seat limit, and the TSR trigger does not apply.
Experienced independent director with hospitality and consumer brand expertise; holds two outside public board seats (The Chefs' Warehouse and Voya Financial), within the four-seat policy limit, and no TSR underperformance trigger applies.
Independent director with strong technology and information security expertise; holds three outside public board seats, within policy limits, and Marriott's strong TSR performance means no trigger applies.
Joined in 2023, so tenure is less than 24 months from the record date — exempt from the TSR trigger under policy; brings global CEO and consumer-brand experience relevant to Marriott's strategy.
Independent director with technology and organizational management expertise; as a sitting CEO (Booz Allen Hamilton) he holds only one outside board seat (Marriott), within the two-seat limit, and no TSR trigger applies.
Experienced independent director with international trade and global policy expertise; holds two outside public board seats (Caterpillar and FedEx), within the four-seat policy limit, and Marriott's strong TSR outperformance means no performance concern applies.
Joined the board in 2025, well within the 24-month new-director exemption from the TSR trigger; brings consumer brand, marketing, and franchise operations expertise relevant to Marriott's strategy.
All 12 director nominees pass policy screens: Marriott's 3-year total return of +104.5% outperforms the compensation peer group median by +69.0 percentage points, which does not exceed the 65-point threshold required to trigger a vote against directors under the strong-positive TSR tier. No director is overboarded, all sitting CEOs hold no more than one outside board seat, attendance was satisfactory for all directors in 2025, and no director classified as non-independent serves on the audit or compensation committees.
Say on Pay
✓ FORCEO
Anthony G. Capuano
Total Comp
$22,970,926
Prior Support
92%%
CEO total compensation of approximately $23.0 million is reasonable for the head of an $84 billion global hospitality company — roughly 76% of that pay is in the form of long-term equity (performance stock awards, restricted stock units, and stock appreciation rights), well above the 50–60% variable-pay threshold the policy requires. The company earned its incentive pay: Marriott's 3-year total return of +104.5% outperforms the compensation peer group median by +69.0 percentage points, directly supporting the above-target bonus and equity outcomes. Prior Say on Pay support was 92% in 2025, the pay program includes a meaningful clawback policy covering both restatements and serious misconduct, and there are no red flags around equity dilution or pay-for-performance misalignment.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
24 yrs
Audit Fees
$11,792,000
Non-Audit Fees
$1,977,000
Ernst & Young has audited Marriott since May 2002 — approximately 24 years — which is just below the 25-year threshold that would trigger a vote against; non-audit fees (audit-related fees of $1,501,000 plus tax fees of $476,000, totaling $1,977,000) represent about 17% of core audit fees of $11,792,000, well below the 50% independence-concern threshold; no material restatements are disclosed; and EY is a Big 4 firm fully appropriate for a company of Marriott's size and complexity.
Overall Assessment
Marriott's 2026 annual meeting ballot covers three standard proposals — director elections, auditor ratification, and an advisory vote on executive compensation — all of which pass policy screens and receive a FOR determination. The company's exceptional 3-year total shareholder return of +104.5%, strong pay-for-performance alignment, clean auditor fee ratios, and satisfactory governance practices across the board support affirmative votes on all items.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing