Form 4: Director Horacio Rozanski Increases Marriott Stake
Statement of Changes in Beneficial Ownership
Marriott International Director Horacio Rozanski acquired 670 deferred stock units and 663 stock appreciation rights as part of his board compensation.
Summary
- Director Horacio Rozanski received 670 shares of Class A Common Stock via a Director Deferred Stock Compensation Plan.
- The director also received 663 Stock Appreciation Rights (SARs) with an exercise price of $350.84.
- The deferred stock units vest on a daily pro-rata basis over 12 months and are distributed upon termination of board service.
- The SARs are fully vested and exercisable on the last business day before the next annual stockholders meeting.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a neutral, routine regulatory disclosure regarding director compensation with no impact on company operations.
Positives
- Director alignment with shareholder interests through equity-based compensation.
- Standardized board compensation structure utilizing deferred stock and SARs.
Negatives
- None identified; this is a routine disclosure of director compensation.
Risks
- Value of equity compensation is subject to market volatility of Marriott International stock.
Future Outlook
The filing does not provide forward-looking financial guidance for the company, as it is a disclosure of director compensation.
Industry Context
StockSavvy.ai notes that this filing reflects standard corporate governance practices where board members receive a portion of their retainer in equity to ensure long-term alignment with company performance.
Comparison to Industry Standards
- The use of deferred stock units and SARs for board compensation is consistent with large-cap hospitality industry standards.
- Compensation structure aligns with peer companies like Hilton Worldwide and Hyatt Hotels regarding director equity retention.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Director Compensation | Grant of deferred stock and SARs as part of board retainer. | 05/11/2026 | Standard alignment of director interests with shareholders. |
Stakeholder Impact
- Minimal impact on shareholders as this is standard equity-based compensation for board members.
Next Steps
- Vesting of deferred stock units over the next 12 months.
- Exercise of SARs prior to the next annual meeting of stockholders.
Key Dates
| Date | Description |
|---|---|
| 05/11/2026 | Date of transaction for deferred stock and SARs grant. |
| 05/13/2026 | Date of filing. |
| 05/11/2036 | Expiration date of the granted Stock Appreciation Rights. |
Keywords
Marriott International, MAR, Form 4, Director Compensation, Insider Trading, Stock Appreciation Rights
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