Form 4: Marriott International CEO Anthony Capuano Reports Acquisition of Restricted Stock Units and Stock Appreciation Rights

Anthony Capuano, President & CEO of Marriott International, reports the acquisition of restricted stock units and stock appreciation rights.

Summary

• On February 14, 2025, Anthony Capuano, President & CEO of Marriott International, acquired 14,382 Class A Common Restricted Stock Units at a price of $286.82.
• Capuano also acquired 43,524 Stock Appreciation Rights (SARs) with an exercise price of $286.82, settled in Class A Common Stock, expiring on February 14, 2035.
• Following the reported transactions, Capuano directly owns 50,484 Class A Common Restricted Stock Units and 155,911 Class A Common Stock shares.
• Additionally, he indirectly owns 1,913.636 Class A Common Stock shares through a 401(k) account.
• The Restricted Stock Units (RSUs) will vest in three equal annual installments starting February 15, 2026.
• The Stock Appreciation Rights (SARs) also vest in three equal installments beginning on February 15, 2026, and annually thereafter.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive. It reflects standard executive compensation practices, aligning management with shareholder interests. The vesting schedule promotes long-term performance.

Positives

• The acquisition of RSUs and SARs aligns the CEO's interests with those of the shareholders, incentivizing him to drive long-term value creation.
• The vesting schedule of the RSUs and SARs (three equal annual installments beginning February 15, 2026) promotes sustained performance over time.

Future Outlook

The document does not contain specific forward-looking statements, but the vesting schedule of the RSUs and SARs suggests a focus on long-term performance.

Industry Context

Executive compensation in the hospitality industry often includes stock-based awards to align management's interests with shareholder value. This filing reflects a typical component of executive compensation packages.

Comparison to Industry Standards

• Stock-based compensation is a common practice among publicly traded hospitality companies such as Hilton Worldwide Holdings Inc. and Hyatt Hotels Corporation.
• The vesting schedules and types of equity awards (RSUs and SARs) are generally consistent with industry norms for executive compensation.
• The specific amounts and terms of the awards would need to be compared to peer companies to assess relative competitiveness.

Stakeholder Impact

• Shareholders: Aligns executive interests with shareholder value through equity-based compensation.
• Employees: Can boost morale by demonstrating confidence in the company's future.
• Management: Incentivizes long-term performance and value creation.

Key Dates

Keywords

Marriott International, Anthony Capuano, Stock Appreciation Rights, Restricted Stock Units, Beneficial Ownership, Form 4, SARs, RSUs