Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On February 21, 2021, the Board of Directors (the "Board") of Marriott
International, Inc. ("Marriott" or the "Company") appointed Anthony Capuano to
serve as Chief Executive Officer of Marriott and as a member of the Board,
effective immediately. In addition, the Board appointed Stephanie Linnartz to
serve as President of Marriott, effective February 22, 2021.
Prior to his appointment as Chief Executive Officer, Mr. Capuano, age 55, was
Group President, Global Development, Design and Operations Services, a role he
assumed in January 2020. In that role, he was responsible for leading the
Company's global development and design efforts and overseeing the Company's
Global Operations discipline. Mr. Capuano began his Marriott career in 1995 as
part of the Market Planning and Feasibility team. Between 1997 and 2005, he led
Marriott's full-service development efforts in the Western U.S. & Canada. From
2005 to 2008, Mr. Capuano served as Senior Vice President of full-service
development for North America. In 2008, his responsibilities expanded to include
all of U.S. & Canada and the Caribbean and Latin America, and he became
Executive Vice President and Global Chief Development Officer in 2009.
Mr. Capuano began his professional career in Laventhol and Horwath's
Boston-based Leisure Time Advisory Group. He then joined Kenneth Leventhal and
Company's hospitality consulting group in Los Angeles, CA. Mr. Capuano earned
his bachelor's degree in Hotel Administration from Cornell University. He is an
active member of the Cornell Hotel Society and a member of The Cornell School of
Hotel Administration Dean's Advisory Board. Mr. Capuano is also a member of the
American Hotel and Lodging Association's Industry Real Estate Financial Advisory
Council.
Prior to her appointment as President, Ms. Linnartz, age 52, was Group
President, Consumer Operations, Technology and Emerging Businesses, a role she
assumed in January 2020. In that role, she was responsible for the Company's
brand management, sales, marketing, revenue management, distribution, customer
experience and innovation, information technology and digital functions,
including Marriott Bonvoy, the Company's loyalty program. Ms. Linnartz also was
responsible for developing, incubating, and running new lines of business.
Before assuming her position as Group President in January 2020, Ms. Linnartz,
who began her Marriott career in 1997, served as Global Chief Commercial Officer
from 2013 to 2019; Global Officer, Sales and Revenue Management from 2009 to
2013; Senior Vice President, Global Sales from 2008 to 2009; Senior Vice
President, Sales and Marketing Planning and Support from 2005 to 2008; and prior
to that, various roles in Marriott's Finance and Business Development
Department. She currently serves on the Board of Directors of The Home Depot,
Inc. She holds a bachelor's degree in Political Science and Government from the
College of the Holy Cross, where she sits on the Board of Trustees, and earned
her Master of Business Administration from the College of William and Mary.
With the foregoing appointments, Mr. Capuano and Ms. Linnartz will no longer
serve as acting co-principal executive officers.
In his role as Chief Executive Officer, Mr. Capuano will receive an annual base
salary for 2021 of $1.3 million. He will be eligible for a cash award under the
Company's 2021 annual cash incentive program with a target award of 200% of base
salary and will receive 2021 equity awards under the Marriott International,
Inc. Stock and Cash Incentive Plan (the "Stock Plan") with a grant date target
value of $9 million.
In her role as President, Ms. Linnartz will receive an annual base salary for
2021 of $1 million. She will be eligible for a cash award under the Company's
2021 annual cash incentive program with a target award of 100% of base salary
and will receive 2021 equity awards under the Stock Plan with a grant date
target value of $6.5 million.
Mr. Capuano's and Ms. Linnartz's annual equity awards were granted in a mix
(based on the grant date target values) of 50% performance share units ("PSUs"),
25% restricted stock units, and 25% stock appreciation rights, with the PSUs
vesting in three years based on adjusted EBITDA performance and relative total
stockholder return. In addition, Mr. Capuano was granted additional PSUs with a
grant date target value of $3.5 million and Ms. Linnartz was granted additional
PSUs with a grant date target value of $2 million, both of which are
performance-contingent and vest, if at all, in three years contingent on
achievement of pre-established relative total stockholder return goals.
Mr. Capuano and Ms. Linnartz also will continue to participate in plans and
benefit programs generally available to the Company's executives, which are
subject to such terms and
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conditions as established by the Human Resources and Compensation Committee of
the Board or subject to the terms and conditions established by the plans and
benefit programs generally available to the Company's salaried employees as
applicable.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On February 22, 2021, the Board amended Article V of the Company's Amended and
Restated Bylaws (the "Bylaws") to provide that the Company shall have an officer
with the formal title of "Chief Executive Officer," who shall have the duties
and powers the Bylaws previously delegated to the President and to whom all
other officers of the Company shall report directly, unless otherwise provided
by the Bylaws or determined by the Board or the Chief Executive Officer. The
amendment to the Bylaws also provides that the President of the Company shall
have such duties and powers as the Board or the Chief Executive Officer may
designate.
The above description of the amendment to the Bylaws is qualified in its
entirety by reference to the full text of the Bylaws, a copy of which is
included as Exhibit 3.(ii) hereto.
Item 7.01 Regulation FD Disclosure.
A copy of Marriott's press release announcing the appointments of Anthony
Capuano and Stephanie Linnartz is furnished as Exhibit 99.
The information in this Item 7.01, including Exhibit 99, is being furnished and
shall not be deemed incorporated by reference into any other filing with the
Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Marriott is filing the following exhibit with this report:
3.(ii) Amended and Restated Bylaws.
Marriott is furnishing the following exhibit with this report:
99 Press Release issued on February 23, 2021.
104 The cover page to this Current Report on Form 8-K, formatted in inline XBRL.
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