UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                     Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

☐		Preliminary Proxy Statement
☐		Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to §240.14a-12
Hyatt Hotels Corporation
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

 

 

 

 

 

 

2022		Annual Meeting of Stockholders and Proxy Statement

Wednesday, May 18, 2022 at 9:30 a.m., Central Time

 

 

 

 

 

150 North Riverside Plaza, Chicago, IL 60606 • Tel: 312.750.1234

www.hyatt.com

April 7, 2022

Dear Stockholder:

You are cordially invited to attend the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Hyatt Hotels Corporation, which will be held online via live webcast, on Wednesday, May 18, 2022, at 9:30 a.m., Central Time. The Annual Meeting will be held as a virtual meeting only and you will not be able to attend the Annual Meeting in person. We believe that the environmentally-friendly virtual meeting format will provide expanded access, improved communication, and cost savings for our stockholders and Hyatt.

In order to attend the Annual Meeting online, you must pre-register at www.proxydocs.com/h. You will need the control number located in the upper right corner of your proxy card or on the instructions that accompanied your proxy materials. After registering, you will receive a confirmation e-mail and an e-mail approximately one hour prior to the start of the meeting to the e-mail address you provided during registration with a unique link to the virtual meeting. You will be able to vote your shares electronically and submit questions electronically. The Annual Meeting live webcast will begin promptly at 9:30 a.m., Central Time, on May 18, 2022.

At the Annual Meeting you will be asked to (1) elect four directors to our board of directors, (2) ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm, (3) approve, on an advisory basis, the compensation paid to our named executive officers, and (4) transact any other business as properly may come before the Annual Meeting or any adjournment or postponement thereof.

It is important that your shares be represented and voted whether or not you plan to virtually attend the Annual Meeting. You may vote on the Internet, by telephone or by completing and mailing a proxy card. Voting over the Internet, by telephone or by written proxy will ensure your shares are represented at the Annual Meeting. If you do virtually attend the Annual Meeting, you may withdraw your proxy should you wish to vote virtually at the Annual Meeting. Please read the enclosed information carefully before voting.

 

Sincerely,
Thomas J. Pritzker Executive Chairman of the Board		Mark S. Hoplamazian President and Chief Executive Officer

 

HYATT HOTELS CORPORATION

150 North Riverside Plaza,

Chicago, Illinois 60606

Notice of Annual Meeting of Stockholders

To Be Held May 18, 2022

NOTICE HEREBY IS GIVEN that the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Hyatt Hotels Corporation (“Hyatt”) will be held online via live webcast on Wednesday, May 18, 2022, at 9:30 a.m., Central Time. In order to attend the Annual Meeting online, you must pre-register at www.proxydocs.com/h. You will need the control number located in the upper right corner of your proxy card or on the instructions that accompanied your proxy materials. After registering, you will receive a confirmation e-mail and an e-mail approximately one hour prior to the start of the meeting to the e-mail address you provided during registration with a unique link to the virtual meeting. At the virtual meeting, stockholders will act on the following matters:

 

1.	Election of four directors to hold office until the 2025 annual meeting of stockholders;

 

2.	Ratification of the appointment of Deloitte & Touche LLP as Hyatt’s independent registered public accounting firm for the fiscal year ending December 31, 2022;

 

3.	An advisory vote to approve the compensation paid to our named executive officers; and

 

4.	Any other matters that may properly be presented at the Annual Meeting or any adjournment or postponement thereof.

Information relating to the above matters is set forth in the attached proxy statement. Stockholders of record at the close of business on March 18, 2022 are entitled to receive notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.

This Notice of Annual Meeting of Stockholders, proxy statement, and proxy card are being sent to stockholders beginning on or about April 7, 2022.

Thank you for your ongoing support of Hyatt Hotels Corporation.

 

Margaret C. Egan

Executive Vice President, General Counsel

and Secretary

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to be Held on May 18, 2022.

The proxy statement for the Annual Meeting and Annual Report

for the fiscal year ended December 31, 2021 are available at www.proxydocs.com/h.

PLEASE CAREFULLY READ THE ATTACHED PROXY STATEMENT. EVEN IF YOU PLAN TO VIRTUALLY ATTEND THE ANNUAL MEETING, PLEASE PROMPTLY COMPLETE, EXECUTE, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE. NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES. YOU MAY ALSO VOTE ELECTRONICALLY VIA THE INTERNET OR BY TELEPHONE BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD. IF YOU VOTE BY INTERNET OR TELEPHONE, THEN YOU NEED NOT RETURN A WRITTEN PROXY CARD BY MAIL. STOCKHOLDERS WHO VIRTUALLY ATTEND THE ANNUAL MEETING MAY REVOKE THEIR PROXIES AND VOTE VIRTUALLY AT THE ANNUAL MEETING IF THEY SO DESIRE.

Table of Contents

 

HYATT HOTELS CORPORATION

150 North Riverside Plaza

Chicago, Illinois 60606

 

 

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 18, 2022

 

The board of directors of Hyatt Hotels Corporation (referred to herein as “Hyatt,” “we,” “us” or the “Company”) solicits your proxy to vote at the 2022 Annual Meeting of Stockholders (the “Annual Meeting”), and at any adjournments or postponements thereof. The Annual Meeting will be held on Wednesday, May 18, 2022, beginning 9:30 a.m., Central Time, online via live webcast. In order to attend the Annual Meeting online, you must pre-register at www.proxydocs.com/h. You will need the control number located in the upper right corner of your proxy card or on the instructions that accompanied your proxy materials. After registering, you will receive a confirmation e-mail and an e-mail approximately one hour prior to the start of the meeting to the e-mail address you provided during registration with a unique link to the virtual meeting. This proxy statement is first being released to stockholders by the Company on or about April 7, 2022.

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to be Held on May 18, 2022.

The proxy statement for the Annual Meeting and Annual Report

for the fiscal year ended December 31, 2021 are available at www.proxydocs.com/h.

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all information you should consider. Please read the entire proxy statement carefully before voting.

Annual Meeting of Stockholders

 

The Annual Meeting will be held online via live webcast on Wednesday, May 18, 2022, beginning 9:30 a.m., Central Time.

You may attend the Annual Meeting only if you were a holder of record of our common stock at the close of business on March 18, 2022, the record date. In order to attend and vote at the Annual Meeting, please follow the instructions in the section titled “Questions and Answers about the Proxy Materials and the Annual Meeting” beginning on page 62.

Voting Recommendations of the Board

 

 

Proposal		Description		For				Against		Page
1		Election of Directors			X					3
2		Ratification of the appointment of Deloitte & Touche LLP as independent auditor			X					47
3		Approval, on an advisory basis, of the compensation paid to named executive officers			X					50

 

Hyatt Hotels Corporation    2022 Proxy Statement    1

Director Nominees

 

Each Class I director nominee is listed below, and you can find additional information in the section titled “Corporate Governance — Proposal 1 — Election of Directors” beginning on page 3.

 

Name		Age		Director Since		Board Committees
Paul D. Ballew		58		2017		Audit
Mark S. Hoplamazian		58		2006		—
Cary D. McMillan		64		2013		Audit (Chair), Finance
Michael A. Rocca		77		2008		Audit

Key Features of Our Executive Compensation Program

 

 

•

Pay-for-performance strategy that focuses on variable pay over fixed pay.

 

•

A mix of short- and long-term incentives that is weighted such that a significant percentage of total opportunity is in the form of long-term equity awards linked to long-term stockholder return.

 

•

Alignment of executive officer and stockholder interests by providing equity based compensation in the form of time-vested stock appreciation rights, time-vested restricted stock units, and performance-vested restricted stock units which, together, encourage a focus on earnings, returns, and long-term stockholder value while incentivizing continued employment.

 

•

No hedging of our stock by our named executive officers, directors, officers, and certain other individuals.

 

•

Share ownership requirements that align the long-term interests of named executive officers and directors with the interests of stockholders.

 

•

No “single trigger” severance or equity acceleration upon a change in control.

 

•

Annual incentive plans that include a mix of corporate and individual performance metrics, including non-financial measures.

Stockholder Outreach

 

We believe that long-term stockholder value is supported by ongoing dialogue with the Company’s stockholders and the broader investment community. We value the perspective of our stockholders and will continue to seek their input on an ongoing basis. For additional information, see “Corporate Governance — Stockholder Outreach” on page 11.

Environmental, Social, and Governance

 

Hyatt’s purpose — to care for people so they can be their best — is at the heart of how we care for our guests and colleagues and is an essential element to the advancement of care for all of our stakeholders. In 2021, Hyatt launched World of Care — our global Environmental, Social, and Governance (“ESG”) platform. World of Care builds on Hyatt’s more than 60 years of efforts to care for the planet, people, and responsible business. See “Corporate Governance — Environmental, Social, and Governance” on page 11 for additional information.

 

2    Hyatt Hotels Corporation    2022 Proxy Statement

CORPORATE GOVERNANCE

Proposal 1 — Election of Directors

 

Hyatt’s Amended and Restated Certificate of Incorporation provides that the total number of members of the board of directors shall consist of not less than five nor more than 15 members, with the precise number of directors to be determined by a vote of a majority of the entire board of directors. At present, the board of directors has fixed the number of members of the board of directors at 12. Hyatt’s Amended and Restated Certificate of Incorporation further provides that the board of directors will be divided into three classes, as nearly equal in number as is practicable, designated Class I, Class II and Class III. Members of each class of the board of directors are elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election, with each director to hold office until his or her successor is duly elected and qualified.

Class I, the class of directors whose term expires at the Annual Meeting, currently consists of four persons. In accordance with the recommendation of the nominating and corporate governance committee, the board of directors has unanimously nominated Paul D. Ballew, Mark S. Hoplamazian, Cary D. McMillan, and Michael A. Rocca, the four incumbent directors whose terms expire at the Annual Meeting, to stand for re-election to the board of directors. Each of Messrs. Ballew, Hoplamazian, McMillan, and Rocca have been nominated to hold office until the 2025 annual meeting of stockholders and until their respective successors have been duly elected and qualified. Unless otherwise instructed by the stockholder, the persons named in the enclosed proxy card will vote the shares represented by such proxy for the election of the nominees named in this proxy statement.

Each of the nominees has consented to serve as a director if elected. If any of the nominees should be unavailable to serve for any reason, the board of directors may designate a substitute nominee or substitute nominees (in which event the persons named on the enclosed proxy card will vote the shares represented by all valid proxy cards for the election of such substitute nominee or nominees). Alternatively, the board of directors may reduce the size of the board of directors or allow the vacancy or vacancies to remain open until a suitable candidate or candidates are identified by the board of directors.

The board of directors unanimously recommends that the stockholders vote “FOR” each of Paul D. Ballew, Mark S. Hoplamazian, Cary D. McMillan, and Michael A. Rocca as directors to serve and hold office until the 2025 annual meeting of stockholders and until their respective successors have been duly elected and qualified.

Our Board of Directors

Set forth below is information regarding the business experience of each of our directors that has been furnished to us by the respective director. Each director has been principally engaged in the employment indicated for the last five years unless otherwise stated. Also set forth below for each director is a discussion of the experience, qualifications, attributes, or skills that led the board of directors to conclude that the director is qualified and should serve as a director of Hyatt.

Directors Standing for Re-Election

 

PAUL D. BALLEW
Director since: 2017   Age: 58		Paul D. Ballew has been a member of our board of directors since March 2017. Mr. Ballew currently serves as Chief Data and Analytics Officer for the National Football League. Mr. Ballew served as Senior Vice President, Data, Insights & Analytics at Loblaw Companies Limited from April 2019 to August 2021 and as Global Chief Data and Analytics Officer at Ford Motor Company from December 2014 to April 2019. Prior to joining Ford, Mr. Ballew held senior positions in data and customer analytics at The Dun & Bradstreet Corporation, Nationwide Mutual Insurance Company, General Motors Corporation, and JD Power Associates. Mr. Ballew is also a former Research Officer and Senior Economist at the Federal Reserve Bank of Chicago. Mr. Ballew served as a Director of NeuStar, Inc. from June 2015 to June 2017.   Mr. Ballew brings to our board of directors extensive experience in customer analytics, data operations, and strategy. Mr. Ballew also provides valuable insight regarding the future technological needs of Hyatt and the hospitality industry. Through his years of executive and technological leadership, Mr. Ballew provides the board with operations and technology experience, as well as important perspectives on innovation, management development, and global challenges and opportunities. Additionally, Mr. Ballew is sophisticated in financial and accounting matters.

 

Hyatt Hotels Corporation    2022 Proxy Statement    3

MARK S. HOPLAMAZIAN
Director since: 2006   Age: 58		Mark S. Hoplamazian was appointed to our board of directors in November 2006 and named President and Chief Executive Officer of Hyatt Hotels Corporation in December 2006. Prior to being appointed to his present position, Mr. Hoplamazian served as President of The Pritzker Organization, LLC (“TPO”), the principal financial and investment advisor to certain Pritzker family business interests. During his 17 year tenure with TPO, he served as advisor to various Pritzker family-owned companies, including Hyatt Hotels Corporation and its predecessors. He previously worked in international mergers and acquisitions at The First Boston Corporation in New York. Mr. Hoplamazian served as Chairman of the American Hotel & Lodging Association from January 2021 to December 2021, and serves on the Board of Directors and as a member of the Talent & Compensation and Finance committees of the Board of Directors of VF Corporation. He also serves on the Board of Directors of Brand USA and Skills for Chicagoland’s Future, the Executive Committee of the Board of Directors of World Business Chicago, and the Board of Trustees of the Aspen Institute and of the Latin School of Chicago. Mr. Hoplamazian is a member of the World Travel & Tourism Council, the Commercial Club of Chicago, and the Discovery Class of the Henry Crown Fellowship.   As Hyatt’s President and Chief Executive Officer, Mr. Hoplamazian provides our board of directors with valuable insight regarding Hyatt’s operations, management team, colleagues, and culture, as a result of his day-to-day involvement in the operations of the business, and he performs a critical role in board discussions regarding strategic planning and development for the Company. Mr. Hoplamazian is financially sophisticated and also has significant mergers and acquisitions and corporate finance experience.

 

CARY D. MCMILLAN
Director since: 2013   Age: 64		Cary D. McMillan has been a member of our board of directors since June 2013. Mr. McMillan retired as the Chief Executive Officer of True Partners Consulting LLC (“True Partners”), a nationwide provider of tax and financial consulting services, in 2020. Mr. McMillan co-founded True Partners in 2005. Prior to joining True Partners, he was Executive Vice President of Sara Lee Corporation, Chief Executive Officer of Sara Lee Branded Apparel, and a member of Sara Lee Corporation’s board of directors. Before joining Sara Lee in 1999 as its Chief Financial Officer, he was managing partner of Arthur Andersen’s Chicago office. Mr. McMillan serves as a Director of American Eagle Outfitters, Inc. He served as a Director of Hewitt Associates from 2002 to 2010 and of McDonald’s Corporation from 2003 to 2015. He is also active in the Chicago non-profit community. He currently is a Trustee of The Art Institute of Chicago, Millennium Park, and Window to the World Communications, Inc.   Mr. McMillan brings to our board of directors extensive management and operations experience as a senior executive at a global, complex consumer brand company. The board of directors values Mr. McMillan’s knowledge of strategy and business development, finance, and accounting skills and international operations experience. Mr. McMillan is also a certified public accountant and an audit committee financial expert. His experience as a former audit partner with Arthur Andersen LLP, as well as his service on the Audit Committee of American Eagle Outfitters, Inc. and prior service on the Audit Committee of Hewitt Associates and the Audit Committee of McDonald’s Corporation, provides him with extensive knowledge of financial and accounting issues.

 

4    Hyatt Hotels Corporation    2022 Proxy Statement

MICHAEL A. ROCCA
Director since: 2008   Age: 77		Michael A. Rocca has been a member of our board of directors since March 2008. From 1994 to 2000, Mr. Rocca served as Senior Vice President and Chief Financial Officer of Mallinckrodt Inc., a pharmaceutical and medical device manufacturer. Prior to 1994, Mr. Rocca served in a variety of finance positions, including Vice President, Treasurer and Vice President, Finance Europe, with Honeywell Inc., a diversified technology and manufacturing company. Mr. Rocca previously served as a Director of Lawson Software, Inc. from 2003 to 2011 and St. Jude Medical Inc. from 2004 to 2017.   Mr. Rocca is an audit committee financial expert and has extensive experience chairing public company audit committees. His background as Senior Vice President and Chief Financial Officer of Mallinckrodt Inc., various finance positions with Honeywell Inc., and overall financial and accounting expertise make Mr. Rocca particularly well-suited to assist our board of directors with its oversight responsibilities regarding Hyatt’s financial statements and its financial reporting and disclosure practices.

Continuing Directors

 

SUSAN D. KRONICK
Director since: 2009   Age 70		Susan D. Kronick has been a member of our board of directors since June 2009. Ms. Kronick currently serves as an advisor at Marvin Traub Associates, a retail business development firm, and served as an Operating Partner at the firm from 2012 to 2021. From March 2003 until March 2010, Ms. Kronick served as Vice Chair of Macy’s, Inc., the operator of Macy’s and Bloomingdale’s department stores. Ms. Kronick served as Group President, Regional Department Stores of Macy’s, Inc. from April 2001 to February 2003; prior thereto she served as Chairman and Chief Executive Officer of Macy’s Florida from June 1997 to March 2001. Ms. Kronick serves as a Director of American Airlines Group Inc. Ms. Kronick served as a Director of The Pepsi Bottling Group, Inc. from March 1999 to February 2010.   Ms. Kronick brings to our board of directors a strong background in marketing and experience in building industry leading brands as a result of the various management positions she has held with Macy’s, Inc., most recently as Vice Chair. As a result of her positions with Macy’s, Inc., Ms. Kronick also has gained valuable financial and operations experience. The board also values Ms. Kronick’s experience as public company director. Additionally, she contributes to the diversity of backgrounds and experiences of the board of directors.

 

MACKEY J. MCDONALD
Director since: 2009   Age: 75		Mackey J. McDonald has been a member of our board of directors since June 2009. Mr. McDonald served as a Senior Advisor to Crestview Partners, a private equity firm, from 2008 to 2019. Mr. McDonald served as Chairman and Chief Executive Officer of VF Corporation, an apparel manufacturer, from 1998 until his retirement in August 2008. From 1996 to 2006, he was the President of VF Corporation and prior thereto he served as VF Group Vice President. Mr. McDonald is a Director of Bernhardt Industries, Inc. Mr. McDonald served as a Director of The Kraft Heinz Company from 2015 to 2018, as a Director of Kraft Foods, Inc. from 2012 to 2015, as a Director of Wells Fargo & Company (formerly Wachovia Corporation) from 1997 to 2012, as a Director of VF Corporation from 1993 to 2008, as a Director of The Hershey Company from 1996 to 2007, and as a Director of Tyco International Ltd. from 2002 to 2007.   Mr. McDonald brings to our board of directors deep management and operations experience as well as experience building internationally recognized brands as a result of his leadership positions with VF Corporation. The board of directors also values Mr. McDonald’s experience as a chief executive officer and significant public company board of directors and executive compensation experience, including his former service on the Human Resources Committee of Wells Fargo & Company (formerly Wachovia Corporation) and former service as Chairman of the Compensation and Human Resources Committee of Tyco International Ltd. and on the Compensation and Executive Organization Committee of The Hershey Company.

 

Hyatt Hotels Corporation    2022 Proxy Statement    5

PAMELA M. NICHOLSON
Director since: 2014   Age: 62		Pamela M. Nicholson has been a member of our board of directors since March 2014. Ms. Nicholson served as President and Chief Executive Officer of Enterprise Holdings, Inc., an auto rental and leasing company that operates Alamo Rent A Car, National Car Rental, and Enterprise Rent-A-Car, from 2004 to 2019. Ms. Nicholson served as President and Chief Operating Officer of Enterprise Holdings, Inc. from 2008 to 2013. Ms. Nicholson serves as a Director of the Humane Society of Missouri. She served as a Director of Enterprise Holdings, Inc. from 2004 to 2019 and as a Director of Energizer Holdings, Inc. from 2002 to 2014.   Ms. Nicholson brings to the board significant senior executive and operations experience at a major, multi-national company in the travel industry, with demonstrated success in achieving high levels of customer satisfaction. The board also values Ms. Nicholson’s experience as public company director. Ms. Nicholson also contributes to the diversity of backgrounds and experiences of the board of directors.

 

THOMAS J. PRITZKER
Director since: 2004   Age: 71		Thomas J. Pritzker has been a member of our board of directors since August 2004 and our Executive Chairman since August 2004. Mr. Pritzker served as our Chief Executive Officer from August 2004 to December 2006. Mr. Pritzker was appointed President of Hyatt Corporation in 1980 and served as Chairman and Chief Executive Officer of Hyatt Corporation from 1999 to December 2006. Mr. Pritzker is Executive Chairman of TPO, the principal financial and investment advisor to certain Pritzker family business interests. He served as a Director of Royal Caribbean Cruises Ltd. until May 2020, as a Director of TransUnion Corp. until June 2010, and as Chairman of Marmon Holdings, Inc. until March 2014. Mr. Pritzker is Chairman of the Board of Trustees of the Center for Strategic & International Studies; Director and Vice President of the Pritzker Foundation, a charitable foundation; Director and President of the Pritzker Family Philanthropic Fund, a charitable organization; and Director, Chairman and President of The Hyatt Foundation, a charitable foundation which established The Pritzker Architecture Prize. Mr. Pritzker is the father of Mr. Jason Pritzker, who is also a member of our board of directors.   Mr. Pritzker brings to our board of directors a deep understanding of Hyatt’s operations and extensive knowledge of the hospitality industry as a result of his 40-year history with Hyatt, including as our former Chief Executive Officer. The Company also benefits from Mr. Pritzker’s extensive network of contacts and relationships with owners and developers of hotels around the world as we pursue new opportunities and seek to enter into new management and franchise agreements. Additionally, Mr. Pritzker has significant experience leading boards of directors of for-profit and not-for-profit organizations.

 

JASON PRITZKER
Director since: 2014   Age: 42		Jason Pritzker has been a member of our board of directors since March 2014. Mr. Pritzker serves as a Managing Director and Vice Chairman of TPO, the principal financial and investment advisor to certain Pritzker family business interests, where he focuses on partnering with, and investing in, best-in-class management teams across diverse industries and at all points in a company’s life cycle. Mr. Pritzker is Executive Chairman of TMS International and serves as a Director of Lithko Contracting LLC and Omni Logistics. Mr. Pritzker previously worked for The Marmon Group and as an analyst for Goldman, Sachs & Co. Mr. Pritzker is the son of Mr. Thomas J. Pritzker, our Executive Chairman.   The board of directors values Mr. Pritzker’s expanding relationships with many of the owners and developers of our hotels around the world as we strive to maintain valuable relationships, pursue new opportunities, and enter into new management and franchise agreements.

 

6    Hyatt Hotels Corporation    2022 Proxy Statement

DION CAMP SANDERS
Director since: 2021   Age: 48		Dion Camp Sanders has been a member of our board of directors since September 2021. Mr. Sanders is Chief Strategy Officer at Peloton Interactive, Inc. where he leads the company’s corporate strategy, mergers and acquisitions, and ESG functions. Prior to joining Peloton in January 2019, Mr. Sanders served as EVP, Corporate Development at Leaf Group, Ltd., a diversified consumer internet company. Prior to Leaf Group, Mr. Sanders served as VP, Emerging Businesses at The Walt Disney Company from March 2012 to July 2016. Prior to Disney, Mr. Sanders held various positions within the consumer internet, renewable energy, and digital media sectors, including five years within operating businesses of IAC/InterActiveCorp.   Mr. Sanders brings to our board of directors extensive experience as a senior executive with over 20 years of experience in corporate development, strategy, and operating roles. The board of directors values Mr. Sanders’s corporate strategy experience and digital and e-commerce expertise. Mr. Sanders also contributes to the diversity of backgrounds and experiences of the board of directors.

 

RICHARD C. TUTTLE
Director since: 2004   Age: 66		Richard C. Tuttle has been a member of our board of directors since December 2004. Mr. Tuttle is a founding Principal at Prospect Partners, LLC, a lower-middle-market private equity firm, and has held this position since 1998. Prior to founding Prospect Partners, he was Executive Vice President of Corporate Development for Health Care & Retirement Corp., now Manor Care, Inc., a healthcare services company. He served as a Director of Cable Design Technologies, Inc., now Belden Inc., for 17 years. Mr. Tuttle is Chairman of the boards of directors of ESI Lighting, Inc., Polymer Holding Corporation, QMI Holdings, Inc., and All Glass & Windows Holdings, Inc. He also serves as a Director of the Illinois Venture Capital Association.   Mr. Tuttle contributes to our board of directors’ expertise in financing transactions and experience in working with operating companies and management teams as a result of his over 30 years of experience in private equity. In addition, Mr. Tuttle’s long-standing knowledge of and familiarity with Hyatt and our operations benefits the board of directors. Additionally, he is sophisticated in financial and accounting matters.

 

JAMES H. WOOTEN, JR.
Director since: 2011   Age: 73		James H. Wooten, Jr. has been a member of our board of directors since June 2011. Mr. Wooten served as the Senior Vice President, General Counsel and Secretary of Illinois Tool Works Inc. (“ITW”), a worldwide manufacturer of engineered products and equipment from 2006 until his retirement in 2012. Mr. Wooten joined ITW in 1988 as Senior Attorney. He was named Associate General Counsel in 2000, and in 2005, he was promoted to Vice President, General Counsel and Secretary. Prior to joining ITW, Mr. Wooten practiced law at the firm of Gardner, Carton & Douglas, which is currently part of Faegre Drinker Biddle & Reath LLP. He served as a Director of Morae Global Corporation from 2015 to 2019. Mr. Wooten currently serves as a Senior Director of Ann & Robert H. Lurie Children’s Hospital of Chicago and a Director of Window to the World Communications, Inc.   Mr. Wooten brings to our board of directors extensive experience as an executive officer of a Fortune 200 company. Throughout his more than 20 years with ITW, Mr. Wooten developed deep expertise and experience in the areas of risk assessment and management, SEC reporting issues, and the general financial and operational aspects of managing a global enterprise. The board of directors also values Mr. Wooten’s experience on various private and not-for-profit company boards of directors and committees. Mr. Wooten also contributes to the diversity of backgrounds and experiences of the board of directors.

Other than the relationships of Mr. Thomas J. Pritzker and Mr. Jason Pritzker as described above, there are no family relationships among any of our directors or executive officers.

Our Class II directors, whose terms will expire at the 2023 annual meeting of stockholders, are Thomas J. Pritzker, Pamela M. Nicholson, Richard C. Tuttle, and James H. Wooten, Jr.

 

Hyatt Hotels Corporation    2022 Proxy Statement    7

Our Class III directors, whose terms will expire at the 2024 annual meeting of stockholders, are Susan D. Kronick, Mackey J. McDonald, Jason Pritzker, and Dion Camp Sanders.

While voting agreements entered into with or among our major stockholders are in effect, they may provide our board of directors with effective control over the election of directors. Directors can be removed from our board of directors only for cause. Vacancies on our board of directors, and any newly created director positions created by the expansion of the board of directors, can be filled only by a majority of remaining directors then in office.

Pursuant to our letter agreement with Mr. Thomas J. Pritzker, we have agreed that so long as he is a member of our board of directors, we will use our commercially reasonable efforts to appoint him as our Executive Chairman as long as he is willing and able to serve in that office. If he is not re-appointed as Executive Chairman, he will be entitled to terminate his employment with the rights and entitlements available to him under our severance policies as if his employment were terminated by us without cause.

Pursuant to our letter agreement with Mr. Hoplamazian, we have agreed that so long as he is our President and Chief Executive Officer, we will use our commercially reasonable efforts to nominate him for re-election as a director prior to the end of his term. If he is not re-elected to the board of directors, he will be entitled to terminate his employment with the rights and entitlements available to him under our severance policies as if his employment were terminated by us without cause.

During the fiscal year ended December 31, 2021, Hyatt’s board of directors held ten meetings (and took action five times by unanimous written consent). The audit committee held eight meetings, the talent and compensation committee held eight meetings (and took action three times by unanimous written consent), the nominating and corporate governance committee held six meetings, and the finance committee held seven meetings (and took action three times by unanimous written consent). No incumbent director attended fewer than 75% of the total number of meetings of the board of directors and committees on which such director served during 2021. We do not have a policy regarding attendance of directors at our annual meetings of stockholders. All of our directors attended our 2021 annual meeting of stockholders.

Board Leadership Structure

The Hyatt Hotels Corporation Corporate Governance Guidelines (the “Corporate Governance Guidelines”) provide that the offices of the Chairman of the board of directors and Chief Executive Officer may be either combined or separated at the discretion of the board of directors. Mr. Thomas J. Pritzker currently serves as our Executive Chairman and Mr. Hoplamazian currently serves as our President and Chief Executive Officer. Prior to Mr. Hoplamazian being named to this position in December 2006, Mr. Thomas J. Pritzker served as our Executive Chairman and Chief Executive Officer. Mr. Hoplamazian also serves on our board of directors. As President and Chief Executive Officer, Mr. Hoplamazian is responsible for setting the strategic direction for the Company and the day-to-day leadership and performance of the Company, while Mr. Thomas J. Pritzker, as Executive Chairman, provides guidance to the President and Chief Executive Officer on a variety of key issues and sets, with input from Mr. Hoplamazian, the agenda for board of directors meetings and presides over meetings of the full board of directors. Our board of directors has determined that Mr. Thomas J. Pritzker’s active involvement as Executive Chairman while Mr. Hoplamazian serves as President and Chief Executive Officer and a member of the Company’s board of directors benefits the Company as a result of Mr. Thomas J. Pritzker’s deep understanding of the Company’s operations, relationships with owners and developers, and extensive knowledge of the hospitality industry.

Our Corporate Governance Guidelines also provide that from time to time, the independent directors may determine that the board of directors should have a lead director. In the event that the independent directors make such a determination, the chairman of the nominating and corporate governance committee shall become the lead director on an ex officio basis. In the event that a lead director is designated, his or her duties would include: assisting the chairman of the board and board of directors in assuring compliance with, and implementation of, the Company’s Corporate Governance Guidelines, coordinating the agenda for and moderating sessions of the board of directors’ non-management directors, and acting as principal liaison between the non-management directors and the chairman of the board on sensitive issues. The Company currently has nine independent directors and to date they have not determined that the board of directors should have a lead director.

Our board of directors believes that this current board leadership structure is in the best interests of the Company and its stockholders at this time. Our Corporate Governance Guidelines provide the flexibility for our board of directors to modify or continue our leadership structure in the future, as it deems appropriate.

Our non-management directors regularly meet in executive session without management present, and our independent directors meet in executive session at least once a year. The chairman of the nominating and corporate governance committee presides at such sessions.

 

8    Hyatt Hotels Corporation    2022 Proxy Statement

Board Role in Risk Oversight

Management is responsible for the Company’s day-to-day risk management activities and processes, and our board of directors’ role is to engage in informed oversight of, and to provide direction with respect to, such risk management activities and processes. In fulfilling this oversight role, our board of directors focuses on understanding the nature of our enterprise risks, including risk in our operations, finances, and strategic direction. Our board of directors performs this oversight function in a variety of ways, including the following:

 

•

the board of directors receives management updates on our business operations, including cybersecurity and human capital management; financial results; and strategy and, as appropriate, discusses and provides feedback with respect to risks related to those topics;

 

•

the Company maintains a risk council that is led by our Senior Vice President of Internal Audit and is comprised of certain members of management from different functional areas and business units. The risk council is responsible for identifying, assessing, prioritizing, and monitoring critical risks of the Company and periodically reports to the board of directors and the audit committee regarding the Company’s risk management processes and procedures; and

 

•

while the full board of directors is responsible for monitoring enterprise risk management overall, the audit committee assists the board of directors in its oversight of risk management by discussing with management, the internal auditors, and the independent auditors the Company’s policies and procedures with respect to the process governing risk assessment and risk management. To this end, the audit committee discusses with management the Company’s major financial, reporting, and disclosure risk exposures and the steps management has taken to monitor and control such exposures. Additionally, the talent and compensation committee helps assess risk associated with the Company’s compensation policies and procedures.

 

Hyatt Hotels Corporation    2022 Proxy Statement    9

Communications with the Board of Directors

 

All interested parties who wish to communicate with any of our directors, including our non-management directors, can address their communications as follows:

 

Mail:		Hyatt Hotels Corporation
		Attention: Corporate Secretary
		150 North Riverside Plaza
		Chicago, Illinois 60606
E-mail:		shareholdercommunications@hyatt.com

Hyatt’s corporate secretary will maintain a record of all such communications and promptly forward to the chairman of the nominating and corporate governance committee those that the corporate secretary believes require immediate attention. The corporate secretary will also periodically provide the chairman of the nominating and corporate governance committee with a summary of all such communications. The chairman of the nominating and corporate governance committee shall notify the board of directors or the chairs of the relevant committees of the board of directors of those matters that he believes are appropriate for further action or discussion.

Code of Business Conduct and Ethics

 

The Company has adopted the Hyatt Hotels Corporation Code of Business Conduct and Ethics (the “Code of Ethics”), which is applicable to all of Hyatt’s directors, officers, and colleagues, including the Company’s President and Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer or Controller, and other senior financial officers performing similar functions. The Code of Ethics is posted on the Company’s website at www.hyatt.com under the headings “Investor Relations — Corporate Governance — Code of Business Conduct and Ethics.” The Company will furnish a copy of the Code of Ethics to any person, without charge, upon written request directed to: Senior Vice President, Investor Relations, Hyatt Hotels Corporation, 150 North Riverside Plaza, Chicago, Illinois 60606. In the event that the Company amends or waives any of the provisions of the Code of Ethics that applies to the Company’s Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer or Controller, and other senior financial officers performing similar functions, the Company intends to disclose the relevant information on its website.

Corporate Governance Guidelines

 

The Company has adopted the Corporate Governance Guidelines to assist the board of directors in the exercise of its responsibilities. The Corporate Governance Guidelines are posted on the Company’s website at www.hyatt.com under the headings “Investor Relations — Corporate Governance — Corporate Governance Guidelines.” The Company will furnish a copy of the Corporate Governance Guidelines to any person, without charge, upon written request directed to: Senior Vice President, Investor Relations, Hyatt Hotels Corporation, 150 North Riverside Plaza, Chicago, Illinois 60606.

Director Independence

 

Under our Corporate Governance Guidelines, our board of directors will be comprised of a majority of directors who qualify as independent directors under the listing standards of the New York Stock Exchange (“NYSE”). Directors who do not meet the NYSE’s independence standards, including current and former members of management, also make valuable contributions to the board of directors and to Hyatt by reason of their experience and wisdom, and the board of directors expects that some minority of its members will not meet the NYSE’s independence standards.

Only those directors who the board of directors affirmatively determines have no direct or indirect material relationship with the Company will be considered independent directors, subject to any additional qualifications prescribed under the listing standards of the NYSE. A material relationship is one that would interfere with the director’s exercise of independent judgment in carrying out his or her duties and responsibilities as a director. The nominating and corporate governance committee and the board of directors annually review all relevant business relationships any director or nominee for director may have with Hyatt, including the relationships described in the section below titled “Certain Relationships and Related Party Transactions.” As a result of this review, the board of directors has determined that each of Messrs. Ballew, McDonald, McMillan, Rocca, Sanders, Tuttle, Wooten and Mss. Kronick and Nicholson is an “independent director” under applicable SEC rules and the listing standards of the NYSE.

 

10    Hyatt Hotels Corporation    2022 Proxy Statement

In making independence determinations, in addition to the relationships described below under “Certain Relationships and Related Party Transactions,” the board of directors considered that certain of these directors serve or previously served together on other boards of directors, not-for-profit boards of directors and charitable organizations, certain directors serve as non-management directors or executive officers of companies with which Hyatt does business, and certain directors are affiliated with charitable organizations that received contributions from Hyatt of amounts within the criteria set forth in our Corporate Governance Guidelines. The board of directors also took into account that certain entities affiliated with the directors paid amounts to Hyatt for room accommodations and meeting space in the ordinary course of business.

Stockholder Outreach

 

Hyatt believes that long-term stockholder value is supported by ongoing dialogue with the Company’s stockholders and the broader investment community. Our management team engages with the investment community to discuss business fundamentals, strategy, and financial results each year. These engagements consist of numerous in-person meetings, teleconferences, participation in investor conferences and hosted visits at the Company’s headquarters in Chicago, and include a substantial number of our existing stockholders. We believe these meetings ensure that management and our board of directors are aware of our stockholders’ priorities and are able to address them as appropriate.

Environmental, Social, and Governance

 

World of Care

Our purpose — to care for people so they can be their best — is at the heart of how we care for our guests and colleagues and is an essential element to the advancement of care for all of our stakeholders. In 2021, Hyatt launched World of Care – our global ESG platform. World of Care builds on Hyatt’s more than 60 years of efforts to care for the planet, people, and responsible business, and will help us create long-term value for our stakeholders and further advance our purpose of care. While the COVID-19 pandemic continued to disrupt our industry and our business during 2021, introducing the World of Care platform signaled our strong commitment to prioritizing environmental and social resilience across our business and the communities in which we operate.

This section provides an overview of our ESG oversight and focus areas for each pillar of our World of Care platform. We publish reports containing further detail and relevant policies and statements to www.hyatt.com/worldofcare. We are working towards aligning Apple Leisure Group, which joined the Hyatt family through an acquisition completed on November 1, 2021, with these efforts.

Management and Board Oversight

In addition to subject matter oversight that resides within various areas of the Company, a team of Hyatt executives and subject matter experts from across our Company comprise Hyatt’s ESG Committee, helping to guide and oversee various facets of our global corporate responsibility program. Hyatt’s nominating and corporate governance committee of the board of directors reviews our ESG oversight, strategy, policies, programs, and progress, and reports into our board of directors on these matters.

Caring for the Planet

We are committed to advancing environmental action so that destinations around the world are vibrant for our guests, colleagues and communities.

Focus areas and highlights:

 

•

Climate Change and Water Conservation: We strive to accelerate climate action and water resource protection. In 2021, Hyatt’s science-based target was approved by the Science Based Target initiative (SBTi). The target aims to make deep cuts in greenhouse gas emissions and builds on our previous goals to reduce emissions, which we achieved in 2018.

 

•

Waste and Circularity: We work to reduce waste generated at hotels, including food waste and single-use items, and increase recycling and composting. In 2021, Hyatt contributed to the development of the new Hotel Waste Measurement Methodology, now publicly available for the industry. The application of this methodology will be critical in Hyatt’s efforts to measure and report against our food waste reduction goal, which aligns with the United Nations Sustainable Development Goal 12.3.

 

Hyatt Hotels Corporation    2022 Proxy Statement    11

•

Responsible Sourcing: We collaborate with suppliers to increase responsible sourcing of products and services. Recently we have focused on implementing steps to engage suppliers of high impact commodities such as beef, paper, oils, and other animal products on climate and deforestation risks, in collaboration with a North America purchasing company.

 

•

Thriving Destinations: We recognize the need to prioritize the vitality of our global communities by respecting local natural resources and cultural heritage; helping to protect biodiversity and animal welfare; addressing water risks; minimizing pollution; and advancing climate resilience. Many Hyatt hotels are actively engaging with their local community’s environmental actions, from helping to protect coral reefs to park and beach cleanup initiatives.

Caring for People

We care for the wellbeing of our colleagues, guests, owners, and communities and are committed to advancing a culture of opportunity for all.

Focus areas and highlights:

 

•

Diversity, Equity, and Inclusion (“DE&I”): We aim to foster environments where all individuals feel welcome in our hotels and offices. Our Change Start Here commitments outline key DE&I goals around (i) who we employ, develop, and advance, (ii) who we support, and (iii) who we buy from and partner with. In 2021, we identified 220 new Black suppliers and achieved $4 million in Black supplier spend.

 

•

Colleague Development and Wellbeing: Hyatt is not only a place where jobs can start, it is a place where careers are built. We are focused on providing colleagues with competitive benefits, meaningful learning and development opportunities, and a workplace that prioritizes their wellbeing. The importance of health and safety is particularly pronounced during the COVID-19 pandemic, and we have heightened our focus on Hyatt’s Care and Cleanliness Commitment for our colleagues and guests alike.

 

•

Human Rights: We respect the fundamental human rights of all people and have taken an aggressive approach to prevent human trafficking both at Hyatt properties and more broadly in the hospitality industry. In 2021, we introduced a new global human trafficking training, mandatory for all hotel and office colleagues, and one of the most comprehensive in the hospitality industry.

 

•

Community Impact: We maintain deep connections with the communities in which we operate and strive to use the full force of our business to make them healthier, thriving places to live, work, and gather. We manage a range of robust charitable giving and volunteerism programs in support of these communities. In particular, through Hyatt’s global RiseHY program, we provide career pathways for Opportunity Youth, defined as young adults between the ages of 16-24 who are neither in school nor employed and who come from challenging socio-economic circumstances. In 2021, we hired 241 individuals through this program, of which 109 were Black Opportunity Youth in the U.S.

Caring for Responsible Business

We embrace our responsibility to create fair, ethical, and transparent business practices, both within and beyond our company and Hyatt properties.

Focus areas and highlights:

 

•

Fair and Ethical Business: As a purpose-led company, we are in the business of caring for people so they can be their best. That commitment to care for all our stakeholders — colleagues, guests, owners, shareholders, and communities — drives all we do and how we work. It guides how we treat one another, how we protect our information and assets, how we demonstrate integrity in our business dealings, how we communicate honestly and transparently, and how we act as responsible professionals. Our Code of Ethics reflects these commitments and provides a framework for making ethical business decisions.

 

•

Risk Management: We are committed to identifying, evaluating, prioritizing, and controlling risks to our business, including those that impact the wellbeing of our guests and colleagues. Hyatt’s Risk Council is made up of corporate senior leaders from functions across the Company, including risk, finance, legal, accounting, tax, operations, cyber security and privacy, human resources, and environmental sustainability.

 

•

Reporting: We monitor the evolving needs of our stakeholders and adapt our disclosures to provide meaningful information relating to our business. Specifically, in 2021, we continued to build on our reporting practices by publishing our first-ever DE&I report, a detailed overview of Hyatt’s workforce diversity data. Recognizing the impact of transparency and accountability on DE&I progress, we will continue to report our diversity data annually moving forward.

 

12    Hyatt Hotels Corporation    2022 Proxy Statement

•

Data Privacy and Security: We care deeply about protecting the data of our guests and colleagues. Our team of cyber security experts works diligently to lead the way in cyber security best practices within our industry in conjunction with training colleagues on data management and cyber security. Through investment in industry-leading security tools and processes that can be used to manage and mitigate cyber security and privacy risks, we continue to work to evolve our programs. For example, we were the first hospitality brand to launch a Bug Bounty program, which compensates security researchers with cash payments of up to $10,000 for identifying security defects Hyatt systems.

 

•

Working with Other Businesses: We extend our values to the companies with whom we do business through our owner, operator, and supplier engagement; our Supplier Code of Conduct; and our supplier diversity program. Through collaboration with a North America purchasing company in 2021, we built on previous efforts and invited our suppliers of top ESG priority product categories in the region to participate in EcoVadis, a program that screens suppliers on criteria such as environment, labor and human rights, ethics, and sustainable procurement.

Awards & Recognition

As a result of Hyatt’s ESG efforts, we are proud to have received the following awards and recognition:

 

•

2021 World’s Most Admired Companies (Fortune)

 

•

Ranking has improved year-over-year from #5 to #3 in the Hotels, Casinos and Resorts category

 

•

Ranked #3 among all other peers for social responsibility

 

•

2021 Best Places to Work for LGBTQ+ Equality (Human Rights Campaign)

 

•

Recognized for the 17th consecutive year

 

•

100% Rating on the Corporate Equality Index

 

•

2021 Best Large Workplaces for Women (Fortune)

 

•

Ranking at #10, up from #17 in 2020 and #20 in 2019

 

•

2021 America’s Best Employers For Diversity (Forbes)

 

•

Recognized each year since the inaugural ranking in 2018

 

•

2021 Best Companies to Work For (Fortune)

 

•

Recognized for the 8th consecutive year

 

•

2021 Companies that Care (People)

 

•

Recognized for the 2nd consecutive year

Committees of the Board of Directors

 

Our board of directors has a nominating and corporate governance committee, an audit committee, a talent and compensation committee, and a finance committee, each of which has the composition and responsibilities described below. Our board of directors may also establish from time to time any other committees that it deems necessary or desirable. The composition of each committee complies with the listing requirements and other rules of the NYSE.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Messrs. Tuttle and McDonald, and Ms. Nicholson, with Mr. Tuttle serving as chair. Our board of directors has determined that each of Messrs. Tuttle and McDonald and Ms. Nicholson is independent within the meaning of the listing standards of the NYSE. The nominating and corporate governance committee is established to:

 

•

assist the board of directors in identifying individuals qualified to be members of the board of directors consistent with criteria approved by the board of directors and set forth in the Corporate Governance Guidelines and to recommend director nominees to the board of directors;

 

•

take a leadership role in shaping Hyatt’s corporate governance, including developing and recommending to the board of directors, and reviewing, on at least an annual basis, the corporate governance guidelines and practices applicable to Hyatt, and and periodically reviewing and reporting to the board of directors Hyatt’s ESG oversight, strategy, policies, programs, and progress;

 

Hyatt Hotels Corporation    2022 Proxy Statement    13

•

recommend board committee nominees to the board of directors; and

 

•

oversee the evaluation of the board of directors’ and management’s performance.

Our board of directors has adopted a written charter for our nominating and corporate governance committee, which is available on our website at www.hyatt.com under the headings “Investor Relations — Corporate Governance — Committee Composition — Nominating and Corporate Governance Committee Charter.”

Selection of Director Nominees

At an appropriate time prior to each annual meeting of stockholders, or if applicable, a special meeting of stockholders at which directors are to be elected or re-elected, the nominating and corporate governance committee will recommend to the board of directors for nomination such candidates as the nominating and corporate governance committee has found to be well qualified and willing and available to serve, and in each case, providing the nominating and corporate governance committee’s assessment whether such candidate would satisfy the independence requirements of the NYSE.

Prior to making such recommendations to the board of directors, the nominating and corporate governance committee conducts inquiries into the background and qualifications of any potential candidates, including the following criteria set forth in our Corporate Governance Guidelines:

 

•

judgment, character, expertise, skills and knowledge useful to the oversight of Hyatt’s business;

 

•

diversity of viewpoints, backgrounds and experiences, including with respect to race, ethnicity, gender, age, or cultural background;

 

•

business or other relevant experience; and

 

•

the extent to which the integrity of the candidate’s expertise, skills, knowledge and experience with that of the other directors will build a board of directors that is effective, collegial and responsive to the needs of Hyatt.

The nominating and corporate governance committee also considers such other relevant factors as it deems appropriate, including requirements that the members of the board of directors as a group maintain the requisite qualifications under the applicable NYSE listing standards for independence for the board of directors as a whole and for populating the audit, talent and compensation, and nominating and corporate governance committees. While there are no specific minimum qualifications that a director candidate must possess, the nominating and corporate governance committee recommends those candidates who possess the highest personal and professional integrity, have prior experience in corporate management or our industry, maintain academic or operational expertise in an area relating to our business, and demonstrate practical and mature business judgment. As described above, our Corporate Governance Guidelines specify that the value of diversity of viewpoints, backgrounds, and experiences, including with respect to race, ethnicity, gender, age, or cultural background, on the board of directors should be considered by the nominating and corporate governance committee in the director identification and nomination process. The nominating and corporate governance committee seeks nominees with a broad diversity of experience, professions, skills, geographic representation, and backgrounds. The nominating and corporate governance committee does not assign specific weighting to particular criteria, and no particular criterion is necessarily applicable to all prospective nominees. We believe that the backgrounds and qualifications of the directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow the board of directors to fulfill its responsibilities. Nominees are not discriminated against on the basis of race, religion, national origin, sexual orientation, disability, or any other basis proscribed by law.

The nominating and corporate governance committee will consider stockholder recommendations for candidates to be nominated by our board of directors for election at the 2023 annual meeting of stockholders. Stockholders who want to recommend a potential director candidate for consideration by the nominating and corporate governance committee should send a written notice, addressed to the corporate secretary at our principal executive offices at 150 North Riverside Plaza, Chicago, Illinois 60606. This notice must include the same information as would be required under our bylaws in a stockholder’s notice to nominate a director at the 2022 annual meeting of stockholders. These information requirements are set forth in Sections 3.8(a)(2)(x) and 3.8(a)(2)(z)(i)–(vii) of our bylaws. We also consider potential director candidates recommended by current directors, officers, employees, and others. We may also retain the services of search firms to provide us with candidates, especially when we are looking for a candidate with a particular expertise, quality, skill, or background.

The nominating and corporate governance committee screens all potential candidates in the same manner, regardless of the source of the recommendation. The review is typically based on any written materials provided with respect to potential candidates, and the nominating and corporate governance committee reviews the materials to determine the qualifications, experience, and background of the candidates. Final candidates are typically interviewed by one or more members of the nominating and corporate governance committee. In making its determinations, the nominating and

 

14    Hyatt Hotels Corporation    2022 Proxy Statement

corporate governance committee evaluates each individual in the context of our board of directors as a whole, with the objective of assembling a group that can best perpetuate the success of our company and represent stockholder interests through the exercise of sound judgment. After review and deliberation of all feedback and data, including input from our Executive Chairman and our President and Chief Executive Officer, the nominating and corporate governance committee makes a recommendation to the full board of directors regarding whom should be nominated by the board of directors.

The nominating and corporate governance committee did not receive any timely director recommendations from a stockholder for consideration at the 2022 Annual Meeting. December 1, 2022 is the deadline established by the nominating and corporate governance committee for submission of potential director nominees for consideration by the nominating and corporate governance committee for nomination at the 2023 annual meeting of stockholders.

Audit Committee

Our audit committee, which was established in accordance with section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), consists of Messrs. McMillan, Ballew, Rocca, Tuttle and Wooten, with Mr. McMillan serving as chair. Our board of directors determined that each of Messrs. McMillan, Ballew, Rocca, Tuttle and Wooten is independent within the meaning of applicable Securities and Exchange Commission (the “SEC”) rules and the listing standards of the NYSE applicable to the audit committee members and has determined that each of Messrs. McMillan and Rocca is an audit committee financial expert, as such term is defined in the rules and regulations of the SEC. The audit committee has oversight responsibilities regarding:

 

•

the integrity of our financial statements, financial reporting and disclosure practices;

 

•

the soundness of our system of internal controls regarding finance and accounting compliance;

 

•

the annual independent audit of our consolidated financial statements;

 

•

the independent registered public accounting firm’s qualifications and independence;

 

•

the engagement of our independent registered public accounting firm;

 

•

the performance of our independent registered public accounting firm;

 

•

the performance of our internal audit function and approval of the internal audit plan;

 

•

our compliance with legal and regulatory requirements in connection with the foregoing, including our disclosure controls and procedures;

 

•

compliance with our Code of Ethics;

 

•

assisting the board of directors in its oversight of risk management by discussing with management, the internal auditors, and the independent auditors the Company’s policies and procedures with respect to the process governing risk assessment and risk management, discussing with management the Company’s major financial, reporting and disclosure risk exposures and the steps management has taken to monitor and control such exposures, and reviewing the Company’s cyber security and other information technology risks, controls and procedures, including those related to data privacy and network security, and any specific cyber security issues that could affect the adequacy of the Company’s internal controls;

 

•

reviewing and approving procedures with respect to employee submission of, and the Company’s response to, complaints received regarding accounting, internal accounting controls, or auditing matters;

 

•

addressing requests for waivers of conflict of interest situations and addressing certain concerns related to accounting, internal accounting controls, and auditing matters as provided in our Corporate Governance Guidelines; and

 

•

reviewing related party transactions pursuant to our written policy described below under “Certain Relationships and Related Party Transactions — Related Party Transaction Policy and Procedures.”

Our board of directors has adopted a written charter for our audit committee, which is available on our website at www.hyatt.com under the headings “Investor Relations — Corporate Governance — Committee Composition — Audit Committee Charter.”

Finance Committee

Our finance committee consists of Messrs. Thomas J. Pritzker, McMillan and Jason Pritzker, and Ms. Kronick, with Mr. Thomas J. Pritzker serving as chair. The finance committee is responsible for reviewing with Company

 

Hyatt Hotels Corporation    2022 Proxy Statement    15

management strategies, plans, policies and significant actions relating to corporate finance matters, including, without limitation, the following matters (which are subject to the finance committee’s approval to the extent the amounts in question are greater than the minimum value thresholds set forth in the finance committee charter for such matters):

 

•

long and short-term financings, including, without limitation, borrowing of funds, issuance of debt securities and interest rate or foreign currency derivative contracts;

 

•

exemption elections regarding credit swaps that would otherwise be required to be cleared through the Commodities Future Trading Commission;

 

•

any development matters, including (i) initial investment in, (ii) initial management or licensing of, (iii) initial acquisition of, and/or (iv) the provision of any other financial commitments relating to, the chain of hotels, resorts, vacation ownership and residential properties that are to be wholly-owned, partially-owned, managed, leased, licensed or franchised by the Company;

 

•

asset management matters that impact the Company’s existing management agreements, license agreements, franchise agreements, joint venture agreements, contracts, financial instruments, and ownership interest of the Company’s full service and select service hotels and Hyatt-branded residential and vacation ownership properties licensed or managed by affiliates of the Company;

 

•

acquisitions and dispositions;

 

•

capital expenditures and leasing arrangements; and

 

•

over budget and unbudgeted managed costs and other commitments.

The above-listed items are subject to approval of the full board of directors in the event that the amounts in question exceed the maximum value thresholds set forth in the finance committee charter.

Our finance committee is also responsible for reviewing and making recommendations to the full board of directors regarding the following matters, which require approval of the full board of directors:

 

•

designation and issuance of equity securities of the Company and matters related to the sale and marketing thereof; and

 

•

changes in the Company’s capital structure, including, but not limited to (i) cash and stock dividend policies; (ii) programs to repurchase the Company’s stock; (iii) issues relating to the redemption and/or issuance of any preferred stock of the Company; and (iv) stock splits.

Our board of directors has adopted a written charter for our finance committee, which is available on our website at www.hyatt.com under the headings “Investor Relations — Corporate Governance — Committee Composition — Finance Committee Charter.”

Talent and Compensation Committee

Our talent and compensation committee consists of Ms. Kronick, Ms. Nicholson, Mr. McDonald, and Mr. Wooten, with Ms. Kronick serving as chair. Our board of directors has determined that each member of our talent and compensation committee is independent within the meaning of the SEC rules and the listing standards of the NYSE applicable to compensation committee members. The talent and compensation committee is authorized to discharge the responsibilities of the board of directors relating to:

 

•

the establishment, maintenance and administration of compensation and benefit policies and programs designed to attract, motivate, and retain personnel with the requisite skills and abilities to enable the Company to achieve its business objectives;

 

•

the goals, objectives, and compensation of our Executive Chairman and President and Chief Executive Officer, including evaluating the performance of the Executive Chairman and President and Chief Executive Officer in light of those goals;

 

•

the compensation of our other executive officers and non-management directors;

 

•

ensuring that succession planning takes place for the President and Chief Executive Officer and other senior management positions;

 

•

our compliance with the compensation rules, regulations, and guidelines promulgated by the NYSE, the SEC, and other law, as applicable; and

 

•

the issuance of an annual report on executive compensation for inclusion in our annual proxy statement, or Form 10-K, as applicable.

 

16    Hyatt Hotels Corporation    2022 Proxy Statement

Our board of directors has adopted a written charter for our talent and compensation committee, which is available on our website at www.hyatt.com under the headings “Investor Relations — Corporate Governance — Committee Composition — Talent and Compensation Committee Charter.”

During 2021, the talent and compensation committee relied upon information provided by Mercer (US) Inc. (“Mercer”) and Korn Ferry in setting compensation for our named executive officers, as more thoroughly discussed below under the section titled “Compensation Consultant Fees and Services.”

In making decisions about executive compensation, the talent and compensation committee considered input from Mercer, our Executive Chairman, our President and Chief Executive Officer, and our Chief Human Resources Officer. However, the talent and compensation committee ultimately makes all compensation decisions regarding our executive officers.

The talent and compensation committee may delegate its duties to a subcommittee under the terms of its charter. In addition, under the terms of our Fourth Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan, as amended (the “LTIP”), the talent and compensation committee may delegate to other members of the board of directors and to our officers the authority to make awards and to amend LTIP awards, except that it may not delegate to an officer the authority to make any awards to officers who are subject to Section 16 of the Exchange Act. As part of the grant process the talent and compensation committee delegates its authority to Messrs. Thomas J. Pritzker, Hoplamazian, and certain other executive officers to amend or modify award agreements made under the LTIP and take other actions with respect to such awards as they deem necessary, appropriate or advisable to carry out the purposes and intent of the talent and compensation committee’s grant.

Compensation Consultant Fees and Services

In March 2021, Korn Ferry was engaged by the talent and compensation committee to provide executive, director, and other compensation services. Prior to March 2021, Mercer provided executive, director, and other compensation services to the committee. The compensation consultants’ services included:

 

•

provision of information and data so that we could assess the competitiveness of our executive compensation programs;

 

•

provision of advice about our current base salaries and incentive compensation;

 

•

provision of analysis regarding our total rewards program, equity awards, dilution, and burn-rate under the LTIP; and

 

•

assisting with the preparation of the Compensation Discussion and Analysis (“CD&A”) section of this proxy statement.

The talent and compensation committee reviewed the nature and extent of the relationship among the talent and compensation committee, Hyatt, Korn Ferry, and the individuals at Korn Ferry providing advice to the talent and compensation committee with respect to any conflicts or potential conflicts of interest. This analysis covered the SEC’s “six factor test” including the provision of other services by Korn Ferry to Hyatt, the amount of fees received by Korn Ferry from Hyatt as a percentage of total revenue of Korn Ferry, the policies and procedures that are designed to prevent conflicts of interest, any business or personal relationship of the advisor with a member of the talent and compensation committee, any Hyatt stock owned by the advisor, and any business or personal relationship of the advisor between Korn Ferry and any executive officer at Hyatt. Based on that review, the talent and compensation committee believes that there are no conflicts of interest or potential conflicts of interest that would unduly influence Korn Ferry’s advice to the talent and compensation committee. We note that Korn Ferry’s individual executive compensation consultants providing services to Hyatt:

 

•

receive no incentive or other compensation based on the fees charged to Hyatt for other services from other lines of business provided by Korn Ferry;

 

•

are not responsible for selling other Korn Ferry services;

 

•

adopted a Compensation Advisory Independence policy; and

 

•

do not have business or personal relationships with any member of the Committee or other independent directors of Company.

The talent and compensation committee delegated to our President and Chief Executive Officer and Chief Human Resources Officer the authority to direct Korn Ferry (and previously Mercer) with respect to matters which are of general applicability to broad groups of employees at varying levels, do not involve equity compensation, are not limited to executive officers, and do not exceed $200,000 in fees per individual statement of work. As such, management has the sole authority to engage Korn Ferry (and previously did for Mercer) for any such additional services without further approval so long as such services remain within the scope of these established parameters.

 

Hyatt Hotels Corporation    2022 Proxy Statement    17

Mercer provided executive and director compensation services for us in the first quarter of 2021, and in addition, Mercer performed the following additional non-executive compensation services for us in 2021:

 

•

assisted in job evaluations and market pricing for select non-executive jobs;

 

•

provided tools used for market pricing and benefit and employment guidelines; and

 

•

conducted work for our international insurance program including vendor meetings and actuarial calculations.

The following is a summary of the fees for professional services, as well as commissions with respect to international insurance matters, paid to Mercer and its affiliates for services rendered in 2021:

 

Fee Category		2021
Executive and Director Compensation Consulting		$	93,922
Non-Executive Compensation Consulting		$	122,756
Non-Executive Compensation Services by Affiliates of Mercer		$	779,578
Total		$	996,256

Compensation Risk Considerations

The talent and compensation committee reviews and evaluates, in conjunction with management, the incentives and material risks arising from, or relating to, the Company’s compensation programs and arrangements and determines whether such incentives and risks are appropriate. A team composed of members from our internal audit and human resources departments reviewed the Company’s incentive compensation plans and programs in order to assess whether or not any such plans or programs could create risks that are reasonably likely to have a material adverse effect on the Company. Management then reviewed this assessment with the talent and compensation committee. In its assessment, the Company did not identify any material risks arising from, or relating to, the Company’s compensation programs and arrangements, and further determined that the following policies, among others, discourage unreasonable or excessive risk-taking by executives:

 

•

base salary levels are set at all levels that we believe are commensurate with an officer’s, including our named executive officers (“NEOs”), or other employee’s overall experience, time in role, and performance, and are further in line with the competitive market such that our NEOs and other employees are sufficiently compensated regardless of goal attainment, and thus are not motivated to take excessive risks to achieve a level of financial security;

 

•

annual incentive plans include a mix of corporate and individual performance metrics, including non-financial measures;

 

•

annual incentive payouts are capped to ensure that no payout exceeds a specified percentage of salary, thereby moderating any incentive to overstate short-term incentive attainment;

 

•

the mix of short- and long-term incentives is weighted such that a significant percentage of total opportunity is in the form of long-term equity awards linked to long-term stockholder return;

 

•

awards made under our LTIP to our NEOs are generally granted as a mix of time-vested stock appreciation rights (“SARs”), time-vested restricted stock units (“RSUs”), and performance-vested restricted stock units (“PSUs”) which, together, encourage NEOs to focus on earnings, returns, and creating long-term stockholder value while incentivizing continued employment;

 

•

annual audit process and activities, controls, and monitoring procedures are in place, including but not limited to talent and compensation committee oversight, that mitigate risks associated with incentive compensation plans;

 

•

in addition to our Chief Executive Officer and Chief Financial Officer being subject to the claw-back provisions of the Sarbanes-Oxley Act of 2002, our executives are subject to a compensation recovery policy;

 

•

hedging of our stock by our NEOs, directors, officers, and certain other individuals is prohibited; and

 

•

share ownership requirements align the long-term interests of NEOs and directors with the interests of stockholders.

Based on these and other considerations, the talent and compensation committee concluded that there are no compensation policies or practices that create risks that are reasonably likely to have a material adverse effect on the Company.

 

18    Hyatt Hotels Corporation    2022 Proxy Statement

Compensation of Non-Employee Directors

 

Pursuant to our Amended and Restated Summary of Non-Employee Director Compensation Policy (the “Non-Employee Director Compensation Policy”), we use a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on our board of directors. In setting non-employee director compensation, we consider the significant amount of time that directors expend in fulfilling their duties as well as the skill level required of members of our board of directors. The talent and compensation committee reviews director compensation periodically and recommends to the board of directors changes to director compensation when it deems them appropriate. The talent and compensation committee periodically requests and considers analyses prepared by Korn Ferry of publicly-reported non-employee director compensation practices at our peer group companies to benchmark our executive compensation. The talent and compensation committee generally seeks to target non-employee directors’ total compensation (which includes total cash compensation and total equity compensation) at or near the median total compensation of the non-employee directors of such peers. In September 2021, at the request of our talent and compensation committee, Korn Ferry performed and presented to the talent and compensation committee a study of publicly-reported non-employee director compensation practices at our peer group companies. Based on its review of that study, and in order to more closely align the compensation of our non-employee directors with those of our peer companies, the talent and compensation committee approved and recommended, and the board of directors approved, an increase in the Annual Equity Retainer (as defined and discussed below) and certain committee cash retainers (as discussed below), payable to non-employee directors, effective January 1, 2022.

Retainers and Committee Fees

Our directors who are also our employees do not receive any additional compensation for their services as directors. Accordingly, Messrs. Thomas J. Pritzker and Mark S. Hoplamazian did not receive any compensation for their services as directors during 2021. For 2021, members of the board of directors who were not our employees were eligible to receive annual retainers in the form of (i) a cash retainer of $85,000 (the “Annual Fee”) and (ii) shares of Class A common stock with a grant date fair value of $150,000 (the “Annual Equity Retainer”). In 2022, the Annual Equity Retainer will increase to cover shares of Class A common stock with a grant date fair value of $170,000.

Directors are permitted to elect to receive the Annual Fee, which is paid on a quarterly basis, in shares of Class A common stock. Directors who choose to receive shares in lieu of cash are granted such shares on the 15th day of the last month of the applicable quarter (or the next NYSE trading day if such day is not a trading day). The Annual Fee is prorated and paid in cash in the event that any director does not serve for a full fiscal quarter.

Directors receive their Annual Equity Retainer on the date of the Company’s annual meeting of stockholders, payable in arrears for service since the prior annual meeting. The Annual Equity Retainer is fully vested on the date of grant in respect of the prior years’ service and is prorated and paid in cash in the event the director terminates service prior to the annual meeting at which the grant is made.

The number of shares granted (i) for the Annual Equity Retainer and (ii) in the event a director elects to receive shares in lieu of cash as part of the Annual Fee, is calculated by dividing the value of the Annual Equity Retainer or Annual Fee (if and as applicable) by the Company’s closing stock price on the date of grant.

Committee members and the chair of each committee during 2021 were also eligible to receive additional annual cash retainers in the amounts set forth below:

 

		2021 Retainers
Committee Name		Committee Member				Committee Chair
Audit Committee		$	15,000			$	25,000
Talent and Compensation Committee		$	10,000			$	25,000
Nominating and Corporate Governance Committee		$	10,000			$	15,000
Finance Committee(1)		$	10,000			$	15,000

 

(1)	As an employee of the Company, Mr. Thomas J. Pritzker was not eligible to receive and did not receive a retainer for his service as chair of the finance committee in 2021.

In 2022, the nominating and corporate governance committee chair and finance committee chair retainers will increase to $20,000.

The chair of each committee receives only the committee chair retainer for such committee and does not also receive the committee member retainer. Committee retainers are paid in quarterly installments at the end of each fiscal quarter.

 

Hyatt Hotels Corporation    2022 Proxy Statement    19

All of our directors are reimbursed for reasonable expenses incurred in connection with attending board of director meetings and committee meetings and for attending corporate functions on our behalf. To encourage our directors to visit and personally evaluate our properties, our non-employee directors are eligible for complimentary and discounted rooms at Hyatt-owned, operated, or franchised hotels, as well as the use of hotel services when on personal travel.

New Directors

In addition to the cash and stock retainers discussed above, any new non-employee director receives an initial retainer, with a grant date fair value of $75,000 (the “Initial Equity Retainer”), paid in the form of fully vested shares of our Class A common stock. The initial retainer is granted on the date the director is first elected or appointed to the board of directors. The number of shares granted is calculated by dividing the grant date fair value of the initial equity retainer by the Company’s closing stock price on the date of grant.

Non-Employee Director Stock Ownership Guidelines and Insider Trading Compliance Policy

Our Corporate Governance Guidelines require that each non-employee director accumulate and own, directly or indirectly, shares (or share equivalents) under the Director Deferred Compensation Plan (as defined below) worth at least five times the Annual Fee (i.e., shares with a value of at least $425,000 in 2021). Non-employee directors have up to five years to meet this ownership requirement. If, after the relevant accumulation period, the market value of such director’s stock should fall below the target level, the director will not be permitted to sell any of our common stock during his or her tenure until the market value again exceeds the target level. These sale limitations do not apply where the decline in value of the director’s holdings of our common stock occurs in connection with a change of control transaction. Each non-employee director currently meets these ownership guidelines or is expected to meet them within the five-year time period.

Additionally, our directors are subject to our Insider Trading Compliance Policy (the “Insider Trading Policy”) which includes anti-hedging and anti-pledging policies. For additional information regarding these policies, see below in the CD&A section of this proxy statement titled “Share Ownership Requirement, Compensation Recovery Policy, and Anti-Hedging/Anti-Pledging Policies.”

Deferred Compensation Plan for Directors

Pursuant to the Hyatt Hotels Corporation Deferred Compensation Plan for Directors (as amended and restated effective January 1, 2019, the “Director Deferred Compensation Plan”), each non-employee director may elect to defer all or any portion of his or her Annual Fee and/or Annual Equity Retainer until the earlier of (i) either January 31st of the year following the director’s departure from the board of directors or the last business day of March of the fifth year following the year in which such retainer would have otherwise been paid (as elected by the director) or (ii) a change in control of the Company. Once an election to defer a retainer is made and becomes irrevocable it can generally be changed only for subsequent calendar years. During 2021, a director who elected to defer any of his or her Annual Fee and/or Annual Equity Retainer had such amount denominated in RSUs representing the right to receive Class A common stock and credited to a notional RSU account. Any corresponding dividend equivalents that become payable on such RSUs are paid to the director in cash on or about the applicable dividend payment date.

2021 Director Compensation

The following table provides information related to the compensation paid to our non-employee directors for 2021:

 

Name		Fees Earned or Paid in Cash(1)				Stock Awards(2)(3)				Total
Paul D. Ballew		$	100,014			$	149,986			$	250,000
Susan D. Kronick		$	120,014			$	149,986			$	270,000
Mackey J. McDonald		$	105,014			$	149,986			$	255,000
Cary D. McMillan		$	120,014			$	149,986			$	270,000
Pamela M. Nicholson		$	105,014			$	149,986			$	255,000
Jason Pritzker		$	95,014			$	149,986			$	245,000
Michael A. Rocca		$	100,041			$	149,986			$	250,027
Dion Camp Sanders(4)		$	26,378			$	74,954			$	101,332
Richard C. Tuttle		$	115,014			$	149,986			$	265,000
James H. Wooten, Jr.		$	110,014			$	149,986			$	260,000

 

20    Hyatt Hotels Corporation    2022 Proxy Statement

(1)

Pursuant to the Director Deferred Compensation Plan, Mr. Jason Pritzker, Mr. Wooten, and Ms. Nicholson elected to defer their Annual Fees in the form of RSUs, and Messrs. McDonald and Tuttle elected to receive their Annual Fees in shares of Class A common stock. Mr. Jason Pritzker, Mr. Wooten, and Ms. Nicholson each had 1,035 RSUs credited to their deferred compensation accounts under the Director Deferred Compensation Plan. Mr. McDonald received 1,035 shares of Class A common stock and Mr. Tuttle received 516 shares of Class A common stock. The Annual Fee calculation of the number of shares or RSUs received or credited to the accounts of the directors, respectively, was based on the fair market value of our Class A common stock on the date the retainers were payable (prior to the application of any applicable deferral). RSUs are reflected in the table contained in footnote (3) below. Amounts shown in this column reflect cash delivered to the director in lieu of delivery of any fractional shares or RSUs, as applicable.

 

(2)

Amounts shown represent the grant date fair value of stock or RSUs in payment of the Annual Equity Retainers in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation (“ASC Topic 718”). Messrs. Ballew, McMillan, Jason Pritzker, Wooten, and Ms. Nicholson elected to defer their Annual Equity Retainers into the Director Deferred Compensation Plan.

 

(3)

As described above under “Deferred Compensation Plan for Directors,” directors are able to elect to defer their Annual Equity Retainers and/or Annual Fees into RSUs that carry divided equivalent rights. Prior to January 1, 2019, these were credited as additional RSUs. Effective January 1, 2019, dividend equivalent rights began being credited as cash and paid to the director on the date of the corresponding dividend payment. The table below sets forth the aggregate number of outstanding RSUs (including the dividend equivalent rights credited as RSUs) prior to January 1, 2019 held by directors under the Director Deferred Compensation Plan during 2021.

 

Name		RSUs Beginning of Year Balance				RSUs Credited during the Year				RSUs Settled during the Year				RSUs End of Year Balance
Paul D. Ballew			2,030				1,966				—				3,996
Mackey J. McDonald			6,107				—				—				6,107
Cary D. McMillan			14,901				1,966				—				16,867
Pamela M. Nicholson			20,721				3,001				—				23,722
Jason Pritzker			19,542				3,001				—				22,543
Michael A. Rocca(1)			10,721				—				2,547				8,174
Richard C. Tuttle			21,327				—				—				21,327
James H. Wooten, Jr.			22,233				3,001				—				25,234

 

(1)

Mr. Rocca’s May 11, 2016 deferred RSUs in respect of 2,547 shares of our Class A common stock and associated dividend equivalents were settled in March 2021. The total fair market value of the stock and associated dividend equivalents upon settlement was $210,664 (based upon the closing price of our Class A common stock on the date of settlement).

 

(4)	Mr. Sanders joined the board of directors on September 9, 2021 and his initial equity retainer was issued in the form of 1,039 shares of Class A common stock.

Talent and Compensation Committee Report

 

The talent and compensation committee has reviewed the Compensation Discussion and Analysis set forth below and discussed its contents with the Company’s management. Based on this review and discussion, the talent and compensation committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

 

		Talent and Compensation Committee of the Board of Directors
		Susan D. Kronick, Chair
		Mackey J. McDonald
		Pamela M. Nicholson
		James H. Wooten, Jr.

Talent and Compensation Committee Interlocks and Insider Participation

 

During 2021, each of Mses. Kronick and Nicholson, and Messrs. McDonald and Wooten served on our talent and compensation committee, with Ms. Kronick serving as chair. None of these members of our talent and compensation committee has at any time been one of our executive officers or employees. None of our executive officers currently serves, or has served during the last completed fiscal year, on the talent and compensation committee or board of directors of any other entity that has one or more executive officers serving as a member of our talent and compensation committee or board of directors.

 

Hyatt Hotels Corporation    2022 Proxy Statement    21

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

 

The following discussion describes the compensation elements of our total rewards program for our NEOs, consisting of our Principal Executive Officer, Principal Financial Officer, and our three other most highly compensated executive officers.

Our NEOs for 2021 were:

 

Name		Position
Mark S. Hoplamazian		President and Chief Executive Officer
Joan Bottarini		Executive Vice President, Chief Financial Officer
Alejandro Reynal(1)		Executive Vice President, Chief Executive Officer of Apple Leisure Group
H. Charles Floyd		Executive Vice President, Global President of Operations
Mark R. Vondrasek		Executive Vice President, Chief Commercial Officer

 

(1)	Mr. Reynal joined Hyatt on November 1, 2021 upon completion of the Company’s acquisition of Apple Leisure Group.

Our talent and compensation committee is responsible for establishing, maintaining, and administering our compensation programs for our NEOs and other executives.

Executive Compensation Practices and Alignment with Stockholder Interests and Good Governance

 

What We Do:		What We Don’t Do:
•   we do emphasize pay for performance by focusing on variable pay over fixed pay   •   we do utilize the services of an independent compensation consultant to assist our talent and compensation committee   •   we do align executive officer and stockholder interests by providing equity based compensation in the form of SARs (which will only deliver value if our stock price increases), RSUs (which create baseline equity value and deliver additional value if our stock price increases), and PSUs (which are only earned based on performance against specified goals with a performance period of at least three years)   •   we do require executive officers and non-employee directors to maintain specific market-competitive stock ownership levels to align their interests with stockholders   •   we do have policies in place that provide for the forfeiture of vested and unvested equity awards as well as recovery of cash and equity compensation received in the event that a NEO or any other executive officer violates certain restrictive covenants or engages in fraudulent or willful misconduct that results in a restatement of Hyatt’s financial statements   •   we do annually conduct risk assessments with respect to our compensation practices   •   we do generally provide limited severance protections for NEOs (see the section below titled “Potential Payments on Termination or Change in Control”)		•   we don’t allow repricing of stock options or SARs without stockholder approval   •   we don’t provide for tax reimbursement payments or gross-ups in the event of any “golden parachute” excise taxes or otherwise (except in limited cases for employees experiencing increased taxes due to temporary expatriate assignments and/or Company-requested relocations)   •   we don’t provide for “single trigger” severance or equity acceleration upon a change in control   •   we don’t allow hedging or, except in very limited circumstances, pledging by our executive officers and non-employee directors as stated in our Insider Trading Policy   •   we don’t provide supplemental defined benefit pensions to executives   •   we don’t provide excessive executive perquisites   •   we don’t pay dividend equivalents with respect to unvested equity awards unless and until the underlying award subsequently vests

 

22    Hyatt Hotels Corporation    2022 Proxy Statement

Impact of Advisory Vote Approving Executive Compensation

At the Company’s 2021 annual meeting of stockholders, stockholders were provided the opportunity to cast an advisory vote approving the compensation programs for our NEOs (“say-on-pay”). That say-on-pay proposal received support from approximately 99.6% of the shares present and entitled to vote at the annual meeting, indicating strong stockholder approval of the compensation paid to our NEOs. The talent and compensation committee considered this high level of support for our say-on-pay proposal, among other considerations, as well as the high-levels of support we received for our say-on-say proposals in previous years, in re-establishing the structure of our salary and cash incentive compensation programs consistent with our pre-COVID-19 programs. The talent and compensation committee will continue to consider the outcome of the Company’s say-on-pay votes when making future compensation decisions for our NEOs.

Philosophy and Goals of Our Executive Compensation Program

Our Purpose

We care for people so they can be their best.

Our Vision

A world of understanding and care.

Our Mission

We deliver distinctive experiences for our guests.

We believe that our purpose, vision, and mission promote value creation for our stockholders. Our strategy to drive long-term sustainable growth and create value is focused on three areas: (i) maximizing our core business; (ii) integrating new growth platforms; and (iii) optimizing capital deployment. Our compensation philosophy is to provide an appropriate base salary and to align our annual incentive and long-term components of compensation to support business objectives and promote long-term value creation for our stockholders. In furtherance of the broader goals of attracting, recruiting, developing, engaging, and retaining the talent needed to deliver on our business strategy, our compensation programs are designed to:

 

•

appropriately motivate colleagues through the alignment of total rewards with performance goals;

 

•

be competitive, recognizing the ever-changing dynamics of the labor market and acknowledging that, in attracting, retaining, and developing talent globally, we need to offer compelling career opportunities;

 

•

address the needs and preferences of colleagues as individuals and as members of high-performing teams;

 

•

retain colleagues with the capabilities required to execute our strategy; and

 

•

be cost effective and financially sustainable over time under varying business conditions.

To accomplish these goals, our executive compensation program provides:

 

•

compensation, including cash (salary and short-term incentive compensation), as well as long-term stock-based compensation;

 

•

benefits, including retirement-related, healthcare and other welfare programs;

 

•

work/lifestyle programs, including paid-time off (“PTO”), a specified number of free hotel stays, and other programs that promote wellbeing; and

 

•

individual development.

Market Data

Korn Ferry helps us assess the market competitiveness of our NEOs’ annual cash compensation and long-term incentives. In doing so, Korn Ferry uses several sources of information:

 

•

data on the amounts and types of compensation provided by a peer group of publicly traded companies in the hospitality industry;

 

•

survey data for comparable positions in the hospitality/restaurant or lodging industry; and

 

Hyatt Hotels Corporation    2022 Proxy Statement    23

•

general industry survey data for the talent and compensation committee’s consideration which includes companies with which we compete for management talent, have a similar business profile to ours, have global operations and scope, and are in a consumer-facing and customer oriented service business.

In 2021, the talent and compensation committee reviewed the competitiveness of our NEO compensation against our peer group. Our peer group for 2021 was the same as the peer group used to assess compensation in 2020. The peer group was selected based on several factors, including business mix and model, revenues, global presence, and the strength of their brands. In 2021, the peer group included:

 

•   Boyd Gaming Corporation		•   MGM Resorts International
•   Brinker International, Inc.		•   Royal Caribbean Cruises, Ltd.
•   Carnival Corporation & PLC		•   Starbucks Corporation
•   Darden Restaurants, Inc.		•   The Wendy’s Company
•   Hilton Worldwide Holdings Inc.		•   Wyndham Hotels & Resorts, Inc.
•   Host Hotels & Resorts, Inc.		•   Wynn Resorts, Ltd.
•   Las Vegas Sands Corporation		•   Yum! Brands, Inc.
•   Marriott International, Inc.

For 2021, the talent and compensation committee set our base salaries, annual incentive targets, and long-term incentives so that total compensation references the 50th percentile of the peer group with the opportunity for upside based on superior performance. The talent and compensation committee believes that our pay mix is generally consistent with market practice.

 

 

 

(1)	Mr. Reynal’s pay reflects his target compensation with Hyatt effective January 1, 2022.

Role of Outside Consultant

Korn Ferry provides consulting services to our talent and compensation committee to help:

 

•

assess the competitiveness of our executive compensation programs;

 

•

advise on current base salaries, incentive compensation, and long-term stock-based compensation;

 

•

provide analysis regarding our equity awards and dilution and burn-rate under the LTIP;

 

•

review our incentive plan design, including the performance share unit program; and

 

•

assist with the preparation of this CD&A.

See the section above titled “Corporate Governance — Compensation Consultant Fees and Services” for further information regarding services performed by Korn Ferry in 2021.

Role of Executive Officers

In making decisions about executive compensation, the talent and compensation committee invites our Executive Chairman, our President and Chief Executive Officer, and our Chief Human Resources Officer to present various

 

24    Hyatt Hotels Corporation    2022 Proxy Statement

compensation proposals at committee meetings and to answer any questions the committee may have. The talent and compensation committee meets in executive session to determine the compensation of our Executive Chairman. With respect to the compensation of our President and Chief Executive Officer, the talent and compensation committee meets in executive session with our Executive Chairman and, from time to time, our Chief Human Resources Officer is present at such meetings. Mr. Hoplamazian provides input and recommendations to the talent and compensation committee for each NEO (other than himself) with respect to achievement of their individual goals under our annual incentive plan.

Key Elements of Total Rewards in 2021

Our total rewards program includes fixed and variable compensation as well as other benefits. We provide the following compensation elements to our NEOs:

 

Compensation Element		Purpose		Description
Base Salary		Fixed component of pay that fairly compensates the individual based upon level of responsibilities		Fixed cash payments
Annual Incentive		Aligns short-term compensation with performance at the enterprise and regional or functional level		Variable annual cash award based on achievement of performance objectives as outlined in this CD&A
Long-Term Incentive		Reward for creating long-term stockholder value, provides alignment with stockholder interests		Target value delivered as 30% SARs, 30% time-vested RSUs and 40% PSUs, with the exception of Mr. Hoplamazian who receives 25% SARs, 25% RSUs, and 50% PSUs
Employee Benefits		Retirement, health, and other benefits that provide comprehensive long-term financial security to a globally mobile workforce, enables us to maintain a healthy and productive workforce and attract and retain employees		401(k) plan and deferred compensation programs with matching and retirement contributions, PTO, health, life and disability insurance, and limited perquisites
Severance Benefits		Severance benefits provided to NEOs upon an involuntary termination of employment without cause and within the three months prior to, or the twenty-four months following, a change in control, upon termination of employment for good reason		Severance facilitates recruitment and retention of NEOs by providing income security in the event of involuntary job loss, as outlined in this CD&A, and further enables NEOs to focus on our best interests and those of our stockholders in the event of a potential transaction that could result in the NEO’s termination

Salary

Salaries for our NEOs are reviewed annually. Our NEOs’ salaries for 2021 were set to reflect several factors, including overall experience, time in the role, performance, market levels, and the desire to provide an appropriate base as part of their overall total rewards. During 2021, the talent and compensation committee increased salaries effective July 1, 2021 based on the factors above.

 

Name		2021 Salary				Salary Effective July 1, 2021				Salary Effective November 1, 2021(1)				Salary Increase %
Mark S. Hoplamazian		$	1,269,000			$	1,294,500								2.0	%
Joan Bottarini		$	700,000			$	714,000								2.0	%
Alejandro Reynal			—				—			$	800,000				—
H. Charles Floyd		$	828,000			$	844,500								2.0	%
Mark R. Vondrasek		$	700,000			$	714,000								2.0	%

 

(1)	Mr. Reynal’s salary is effective as of November 1, 2021 when Hyatt completed the acquisition of Apple Leisure Group.

 

Hyatt Hotels Corporation    2022 Proxy Statement    25

Annual Incentive

The Hyatt Hotels Corporation Amended and Restated Executive Incentive Plan (the “EIP”) provides at-risk compensation designed to reward executives for achievement of operating results over a one-year performance period. Incentives are based on both financial and non-financial metrics that are intended to balance overall focus on enterprise performance, regional/functional performance, and other strategic priorities that will strengthen our competitive position.

The target and maximum annual incentive opportunities under the EIP for our NEOs are determined annually by the talent and compensation committee based on references to market data and the individual’s role in the organization, overall experience, and time in the role. In particular, the talent and compensation committee considered the total compensation market data for these positions to design compensation packages that would attract high level of talent while weighting more of the NEOs’ total compensation potential on variable and long-term incentives, thereby aligning their interests with those of our stockholders. For 2021 performance, the target and maximum annual incentive opportunities as a percentage of base salary for each NEO who participated in the EIP were set as follows:

 

Name		Target				Maximum
Mark S. Hoplamazian			175	%			350	%
Joan Bottarini			100	%			200	%
H. Charles Floyd			100	%			200	%
Mark R. Vondrasek			100	%			200	%

In 2021, Alejandro Reynal participated in Apple Leisure Group’s legacy bonus program. His target award was 150% of base salary, with a maximum of 300% of base salary. In 2022, Mr. Reynal will participate in the EIP and will not participate in the Apple Leisure Group’s bonus program. His target incentive opportunity will be set as 100% of base salary, with a maximum of 200% of base salary, similar to other NEOs.

For 2021, the talent and compensation committee used a different construct for the EIP than in previous years given the continued uncertainty in business results due to the COVID-19 pandemic:

 

•

Strategic Priorities (70% of overall target award): In 2021, strategic priorities became a greater focus in the annual incentive plan than in prior years. Four strategic priorities were identified: (i) cultivate the best talent and evolve the culture, (ii) drive guest and customer personalization, (iii) operate with excellence, and (iv) grow with intent. In support of these priorities, a dashboard was developed with various metrics under each priority to help the talent and compensation committee assess achievement of the applicable priority. Metrics included financial and non-financial items such as diversity representation, market share, hotel-level gross operating profit flow-through, guest experience metrics, net rooms growth, and pipeline expansion. We achieved key goals such as a record number of hotel openings, and we continue to address guest experience goals that were impacted by labor shortages in 2021. Based on an assessment of the progress made towards the four strategic priorities in 2021, the talent and compensation committee awarded the NEOs 90% of their respective target annual incentives related to this component.

 

•

Financial Performance Modifier on the Strategic Priorities Component: In 2021, Adjusted Compensation EBITDA (as defined below) was used as a modifier that could increase or decrease payouts from the Strategic Priorities assessment as described above depending on financial performance. Historically, Adjusted Compensation EBITDA was used as a primary metric, but given continued uncertainty due to the COVID-19 pandemic, this metric was used as a modifier in 2021 so that the Strategic Priorities payouts would be modified based on the scale below:

 

		Threshold				Target				Maximum
Adjusted Compensation EBITDA Goal		-$	170 million			-$	30 million to $100 million			$	300 million
Modifier			50%				100%				200%

No payouts would be earned if Adjusted Compensation EBITDA was below -$170 million. In 2021, we achieved Adjusted Compensation EBITDA of $277.1 million¹. Applying the modifier scale above (with results interpolated for performance between threshold and target and maximum), the talent and compensation committee determined to modify the Strategic Priorities payout by 188.6%, so that combined, the Strategic Priorities modified by Adjusted Compensation EBITDA was earned at 169.7% of the target annual incentive related to this component.

 

1

“Adjusted Compensation EBITDA” means our Adjusted EBITDA as described in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Business Metrics Evaluated by Management — Adjusted Earnings Before Interest Expense, Taxes, Depreciation, and Amortization,” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as further adjusted for $20M in adjusted EBITDA associated with transactions, incremental expense in variable compensation, and currency fluctuations.

 

26    Hyatt Hotels Corporation    2022 Proxy Statement

•

Individual Business Goals (“IBGs”) and Discretion (30% of overall target award): In 2021, each of our NEOs was subject to certain IBGs (described in additional detail below) designed to incentivize the applicable NEO in his or her area of responsibility, as well as build brand value over time. All NEOs had IBGs related to our Change Starts Here commitment, focused on who we employ, develop, and advance; who we support in our communities; and who we buy from and work with. Each NEO’s specific IBGs are described below:

Hoplamazian’s 2021 IBGs:

Mr. Hoplamazian’s IBGs for 2021 included:

 

•

Drive strategic growth;

 

•

Oversee delivery of strategic goals and support industry recovery; and

 

•

Evolve the organization to drive effective leadership planning and succession.

Based on input from our Executive Chairman and the review of performance during 2021, the talent and compensation committee awarded Mr. Hoplamazian 115% of his IBG and discretion component.

Bottarini’s 2021 IBGs:

Ms. Bottarini’s IBGs for 2021 included:

 

•

Support the acceleration of organic pipeline growth while ensuring most optimal capital deployment tactics, improving capital efficiency, and realizing returns;

 

•

Ensure core business results are maximized through recovery; and

 

•

Build leadership capabilities within our finance organization and improve finance acumen across the organization.

Based on input from our President and Chief Executive Officer and the review of performance during 2021, the talent and compensation committee awarded Ms. Bottarini 115% of her IBG and discretion component.

Floyd’s 2021 IBGs:

Mr. Floyd’s IBGs for 2021 included:

 

•

Drive net rooms and pipeline growth and deliver hotel opening objectives;

 

•

Drive operational objectives such as top lines sales forecasting, margin, and service goals; and

 

•

Build leadership and succession plans including mentorship of key employee prospects.

Based on input from our President and Chief Executive Officer and the review of performance during 2021, the talent and compensation committee awarded Mr. Floyd 110% of his IBG and discretion component.

Vondrasek’s 2021 IBGs:

Mr. Vondrasek’s IBGs for 2021 included:

 

•

Drive commercial business through Hyatt distribution channels;

 

•

Execute World of Hyatt strategy and digital platform evolution to enhance leisure business; and

 

•

Develop and execute plans that deliver enhanced hiring, partnerships, culture, and colleague retention.

Based on input from our President and Chief Executive Officer and the review of performance during 2021, the talent and compensation committee awarded Mr. Vondrasek 110% of his IBG and discretion component.

Accordingly, based on Hyatt’s 2021 financial performance and the factors and considerations discussed above (other than for Mr. Reynal as noted in the table below), the talent and compensation committee awarded the following

 

Hyatt Hotels Corporation    2022 Proxy Statement    27

amounts for each NEO, expressed as a percentage of salary as effective at year-end and the resulting percentage of target incentive:

 

Name		Actual ($)				Actual % of salary and % of target
Mark S. Hoplamazian		$	3,472,600				268.3% of year-end salary (153.3% of target)
Joan Bottarini		$	1,094,500				153.3% of year-end salary (153.3% of target)
Alejandro Reynal(1)		$	2,400,000				300.0% of year-end salary (200.0% of target)
H. Charles Floyd		$	1,281,900				151.8% of year-end salary (151.8% of target)
Mark R. Vondrasek		$	1,083,800				151.8% of year-end salary (151.8% of target)

 

(1)

In 2021, Mr. Reynal participated in Apple Leisure Group’s legacy bonus program. The talent and compensation committee approved the amount for Mr. Reynal in accordance with the terms of Apple Leisure Group’s legacy bonus program which was based on Apple Leisure Group’s 2021 earnings (weighted 80%) and cash balance (weighted 20%). Based on achievement of these 2021 goals, 200% of the target annual incentive was earned. In 2022, Mr. Reynal will participate in the EIP and will not participate in Apple Leisure Group’s bonus program.

Long-Term Incentive

Annual Long-Term Incentive Grants

In 2021, we granted our NEOs equity incentive awards in the form of SARs, RSUs, and PSUs under our LTIP. These grants were designed to:

 

•

drive and reward performance over an extended period of time to promote creation of long-term value for our stockholders;

 

•

create strong alignment with the long-term interests of our stockholders;

 

•

assist in retaining highly qualified executives; and

 

•

contribute to competitive total rewards.

In determining the value of long-term incentive grants, the talent and compensation committee considered market data, the individual’s potential contribution to our success, and the relationship between each NEO’s short-term and long-term compensation. For 2021, the talent and compensation committee determined to deliver the value of long-term incentive awards to NEOs, other than Mr. Hoplamazian, 30% in SARs, 30% in RSUs, and 40% (at target performance) in PSUs. Mr. Hoplamazian received his 2021 long-term incentive award as 25% in SARs, 25% in RSUs, and 50% (at target performance) in PSUs. The talent and compensation committee believes that awarding a mix of SARs, RSUs, and PSUs achieves a balance in linking NEO long-term rewards to Company performance in that SARs do not provide any value unless the stock price appreciates, the value of RSUs increases or decreases in the same way stockholders’ stock value increases or decreases, and PSUs focus NEOs on the attainment of specified long-term Company objectives.

The total 2021 target long-term incentive grant values (excluding special long-term incentive awards) determined by the talent and compensation committee for awards of PSUs, SARs, and RSUs are shown below for each NEO.

 

		2021 Target LTIP Values
Name(1)		PSUs(2)				SARs				RSUs
Mark S. Hoplamazian		$	4,750,000			$	2,375,000			$	2,375,000
Mix			50%				25%				25%
Joan Bottarini		$	760,000			$	570,000			$	570,000
Mix			40%				30%				30%
H. Charles Floyd		$	1,000,000			$	750,000			$	750,000
Mix			40%				30%				30%
Mark R. Vondrasek		$	700,000			$	525,000			$	525,000
Mix			40%				30%				30%

 

(1)	Mr. Reynal will participate in the annual long-term incentive grant in 2022.

 

(2)

Values set forth in this table represent the grant amounts determined by the talent and compensation committee. The PSU value was converted into numbers of shares underlying the awards on the date of grant (March 24, 2021) based on our then-current closing stock price of $80.46. The values of these awards set forth in the Summary Compensation Table and Grants of Plan-Based Awards Table are greater, reflecting the Monte-Carlo valuation of these awards.

 

28    Hyatt Hotels Corporation    2022 Proxy Statement

SARs

SARs are designed to deliver value to the NEOs only if our stock price increases over the grant date value. Each vested SAR gives the holder the right to receive the appreciation in the value of one share of our Class A common stock at the exercise date over the value of one share of our Class A common stock at the date of grant. Generally, SARs vest in substantially equal annual increments over four years based on continued service and are settled by delivery of shares of our Class A common stock (but may be subject to accelerated vesting upon certain qualifying terminations of employment).

RSUs

RSUs are designed to align the interests of our NEOs with the interests of our stockholders, to reward performance and to promote retention of our executives by providing equity-based compensation that fluctuates with our stock price. RSUs also help reduce the volatility of our overall long-term incentive package that arises in part due to the cyclical nature of the lodging industry since the volatility of the value of an RSU is lower than the volatility of the value of a SAR.

RSUs, accordingly, are intended to create a sense of ownership and to better align executives’ interests with our stockholders’ interests. Generally, RSUs vest in substantially equal annual increments over four years (but may be subject to accelerated vesting upon certain qualifying terminations of employment) and are settled by delivery of shares of our Class A common stock. RSUs granted to employees carry dividend equivalent rights, which entitle RSU holders to the same dividend value per share as our stockholders. Dividend equivalents are subject to the same vesting and other terms and conditions as the corresponding RSUs. Dividend equivalents are accumulated and paid in cash when the underlying RSUs vest.

PSUs

PSUs are designed to align the interests of our NEOs with the interests of our stockholders and to reward the cumulative attainment of longer-term performance objectives.

2021-2023 PSUs

In 2021, the talent and compensation committee determined to grant PSUs that will vest based on three-year relative “Net Rooms Growth Rank” as compared to the “Net Rooms Growth Peer Group Companies.”

 

•

“Net Rooms Growth Rank” means the rank order of the Net Rooms Growth Peer Group Companies and the Company from the highest positive percentage change to the lowest percentage (or greatest negative percentage) change, based on each company’s Total Managed & Franchised Rooms calculated over the performance period, excluding brand and portfolio acquisitions.

 

•

“Net Rooms Growth Peer Group Companies” means Accor S.A., InterContinental Hotels Group PLC, Hilton Worldwide Holdings Inc., Marriott International, Inc., and Wyndham Hotels & Resorts, Inc.

 

•

“Total Managed & Franchised Rooms” means the number of managed and franchised rooms disclosed in a company’s publicly issued press release or report filed with the SEC or similar regulatory authority to report quarterly and/or annual results.

Net Rooms Growth Rank will determine the number of PSUs earned under these awards, subject to adjustment based on a relative total shareholder return (“TSR”) modifier.

The relative TSR modifier for the 2021-2023 PSUs ranks our TSR over the three-year performance period against each of the following: Hilton Hotels Corporation, Marriott International, Inc., InterContinental Hotels Group PLC, Host Hotels & Resorts, Inc., Sunstone Hotel Investors, Inc., and Park Hotels & Resorts Inc. Hyatt’s ranking among the foregoing results in the number of vesting PSUs being increased or decreased by a modifier that ranges from 120% (for the highest rank) to 80% (for the lowest rank). Vesting is also generally subject to continued employment through the three-year performance period (except in the case of certain qualifying terminations of employment due to death or disability, retirement, or in the case of a change in control of the Company).

Dividend equivalents for PSUs are subject to the same vesting and other terms and conditions as the corresponding PSUs. Dividend equivalents are accumulated and paid in cash if and when the underlying PSUs vest.

 

Hyatt Hotels Corporation    2022 Proxy Statement    29

Additional Long-Term Incentive Grants

Additional PSUs and RSUs

On May 15, 2019, we agreed to grant Mr. Hoplamazian 140,000 PSUs (the “CEO PSUs”) in order to retain him and ensure he remains focused on fulfilling the Company’s strategic objectives through 2023. In 2021, Mr. Hoplamazian received Tranche III of the CEO PSUs, consisting of 21,000 PSUs. The CEO PSUs are eligible to vest based upon both (i) his continued employment requirement through March 16, 2024 (the “CEO Service Component”) and (ii) the attainment of specified performance-vesting conditions (the “CEO Performance Component”) during each of calendar years 2019 through 2023. The CEO PSUs are eligible to satisfy the CEO Performance Component during each of calendar years 2019 through 2023 as follows:

 

Tranche		Performance Period		Number of PSUs
Tranche I CEO PSUs		January 1, 2019 — December 31, 2019			14,000
Tranche II CEO PSUs		January 1, 2020 — December 31, 2020			21,000
Tranche III CEO PSUs		January 1, 2021 — December 31, 2021			21,000
Tranche IV CEO PSUs		January 1, 2022 — December 31, 2022			28,000
Tranche V CEO PSUs		January 1, 2023 — December 31, 2023			56,000

Similarly, in March 2020, we entered into an agreement with Mr. Floyd to grant him 51,400 PSUs (“Floyd PSUs”), which are eligible to vest based upon both (i) his continued employment through December 31, 2022 (the “Floyd Service Component,” and together with the CEO Service Component, the “Service Component”) and (ii) the attainment of specified performance-vesting conditions (the “Floyd Performance Component,” and together with the CEO Performance Component, the “Performance Component”) during each of calendar years 2020 through 2022 as follows:

 

Tranche		Performance Period		Number of PSUs
Tranche I Floyd PSUs		January 1, 2020 — December 31, 2020			7,710
Tranche II Floyd PSUs		January 1, 2021 — December 31, 2021			7,710
Tranche III Floyd PSUs		January 1, 2022 — December 31, 2022			35,980

In 2021, Mr. Floyd received the grant of Tranche II Floyd PSUs, consisting of 7,710 PSUs. The talent and compensation committee will annually set performance goals that are part of the Performance Component for each of the CEO PSUs and Floyd PSUs for the tranche eligible to performance-vest during the relevant performance period (as set forth in the tables above), and will determine at the end of each annual performance period whether those goals have been attained. If the applicable performance goals are attained for the relevant performance period at or above target level, that tranche will be earned for purposes of the Performance Component (but will remain subject to vesting based on satisfaction of the Service Component and assuming the executive does not engage in certain “detrimental conduct”). However, Messrs. Hoplamazian and Floyd are eligible for accelerated vesting of some or all of the tranches of the PSUs in the case of death, disability, qualifying retirement, or qualifying termination (whether in connection with a change in control of the Company or otherwise) as discussed in more detail under “Potential Payments on Termination or Change in Control” below. Each CEO PSU and Floyd PSU that becomes fully vested (satisfying both the Performance Component and Service Component) will be settled in shares of our Class A common stock.

In March 2021, the talent and compensation committee determined that the Tranche III CEO PSUs and Tranche II Floyd PSUs would attain their applicable performance goal if Hyatt ranked in the top three of net rooms growth as compared to Marriott, Hilton, Accor, IHG, and Wyndham (excluding brand and portfolio acquisitions). The goal was achieved for 2021 and the Tranche III CEO PSUs and Tranche II Floyd PSUs have been “banked” (i.e., have satisfied the performance-vest component of vesting) subject to achievement of the Service Component.

In March 2021, to further incent and retain Mr. Vondrasek in light of the competitive landscape for talent for his skillset and level of experience, the talent and compensation committee granted an additional 18,642 RSUs to him with a grant date fair value of $1,500,000 that vest 10% in March 2022, 20% in March 2023, 30% in March 2024, and 40% in March 2025 (but may be subject to accelerated vesting upon certain qualifying terminations of employment).

In November 2021, Alejandro Reynal joined Hyatt upon completion of the Company’s acquisition of Apple Leisure Group. In connection with the commencement of his employment and the importance of his leadership of Apple Leisure Group, the talent and compensation committee granted 29,117 RSUs with a grant date fair value of $2,500,000 that vest 50% in December 2024 and 50% in December 2025 (but may be subject to accelerated vesting upon certain qualifying terminations of employment).

In addition, the talent and compensation committee approved a “co-invest” award pursuant to which, subject to Mr. Reynal purchasing shares on his own in the open market (up to $4,000,000), Mr. Reynal would receive 1.5x such investment amount in RSUs. Following his December 2021 purchase of 48,000 shares in the open market, Mr. Reynal

 

30    Hyatt Hotels Corporation    2022 Proxy Statement

received a total of 72,000 RSUs that vest 50% in December 2024 and 50% in December 2025 (but may be subject to accelerated vesting upon certain qualifying terminations of employment). The number of purchased shares of common stock, the number of shares of common stock underlying the RSU grants, and the grant date fair value of these RSUs, are set forth in the following table:

 

Purchase Date		Number of Purchased Shares				Number of RSUs				RSU Value
December 16, 2021			24,000				36,000			$	2,932,920
December 17, 2021			24,000				36,000			$	3,009,600

2018-2020 PSUs

As discussed in our proxy statement filed in April 2021, in early 2021, the talent and compensation committee considered the impact of the COVID-19 pandemic on the 2018-2020 PSUs and determined that the pandemic resulted in threshold achievement not being met for the 2018-2020 PSUs. However, absent 2020 performance, vesting/payout would have been 97% of target for the 2018-2019 portion of the performance period. Accordingly, the talent and compensation committee exercised its discretion to reward 2018 and 2019 performance and determined that vesting/payout of 97% of two-thirds of the target award was warranted (to reflect two-thirds of the performance period) so that 65% of the target award was paid. This determination resulted in an additional compensation charge with respect to the 2018-2020 PSUs that is included in the amounts reported in the Summary Compensation Table and Grants of Plan-Based Awards Table contained in this proxy statement.

2019-2021 PSUs

As discussed in our proxy statement filed in April 2021, it was determined in early 2021 that the 2019-2021 PSUs were not likely to achieve threshold results over the three-year performance period due to the impact of the COVID-19 pandemic during 2020. However, our 2019 performance results were on track to attain payout under these awards prior to the pandemic. One-year Adjusted Return on Gross Assets (“ROGA”) for 2019 was 7.4% and would have resulted in a vesting/payout of 92% of target for 60% of the award. The Managed and Franchised Adjusted EBITDA goal would have been achieved at 98% of goal for the one-year period, resulting in a payout of 100% for 40% of the award. The ranking of the relative TSR modifier was four out of seven for the same one-year period, which ranking would not have changed the vesting payout, such that the vesting/payout would have been 95% of target for the 2019 portion of the performance period.

Accordingly, in light of the unanticipated impact of the COVID-19 pandemic, the talent and compensation committee exercised its discretion to treat 32% of the target award as earned, representing 95% (actual 2019 performance) of one-third of the target award (reflecting one-third of the performance period). These PSUs were paid shortly after the end of the original performance period. The remainder of the 2019-2021 PSUs were cancelled due to three-year performance goals having become unattainable.

 

•

“Adjusted ROGA” is generally defined as Adjusted EBITDA divided by Average Gross Assets for each year of the three-year performance period.

 

•

“Gross Assets” is generally defined as total assets plus accumulated depreciation of property and equipment.

 

•

“Adjusted EBITDA” is defined as set forth in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Depreciation, and Amortization,” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

 

•

“Managed and Franchised Adjusted EBITDA” is generally defined as the sum of Adjusted EBITDA for the three management and franchising segments (Americas, ASPAC, and EAME/SWA) for each fiscal year of the three-year performance period.

 

Hyatt Hotels Corporation    2022 Proxy Statement    31

In order to further incentivize and retain the holders of the 2019 PSUs, which participants were unable to earn (except to the limited extent described above), in March 2021, the talent and compensation committee granted participants:

(1) A new PSU award (the “2021 PSUs”) that replaced one-third of the original 2019 target PSUs, subject to a one-year performance period that ended on December 31, 2021 with performance goals linked to relative net rooms growth, modified by a relative TSR modifier. The number of shares of common stock underlying the 2021 PSUs and the grant date fair value of these PSUs are set forth in the following table:

 

Name		Number of PSUs				PSU Value(1)
Mark S. Hoplamazian			22,091			$	1,783,848
Joan Bottarini			2,604			$	210,273
H. Charles Floyd			4,650			$	375,488
Mark R. Vondrasek			2,790			$	225,293

 

(1)

Values set forth in this table represent the grant date fair value of the Monte-Carlo valuation of these awards.

(2) A new RSU award (the “2021 RSUs”) that replaced one-third of the original 2019 target PSUs. These RSUs vest in substantially equal increments over four years (but may be subject to accelerated vesting upon certain qualifying terminations of employment). The number of shares of common stock underlying these RSUs and the grant date fair value of these RSUs are set forth in the following table:

 

Name		Number of RSUs				RSU Value
Mark S. Hoplamazian			22,093			$	1,777,603
Joan Bottarini			2,605			$	209,598
H. Charles Floyd			4,652			$	374,300
Mark R. Vondrasek			2,791			$	224,564

Determination of Performance for 2021 PSUs

The 2021 PSUs were granted with the same performance goals as the 2021-2023 PSUs (relative net rooms growth, modified by a relative TSR modifier), except over a one-year performance period. Hyatt ranked number one in net rooms growth as compared to the Net Rooms Growth Peer Group Companies, resulting in a vesting/payout of 166.7%. The ranking of the relative TSR modifier was three out of seven for the same one-year period, which ranking did not change the vesting payout, such that, in March 2022, the talent and compensation committee determined that vesting/payout of 166.7% was earned.

Equity Practices

The Company typically makes equity grants pursuant to our Non-Employee Director Compensation Policy and the LTIP during regularly scheduled board meetings or during periods when we are not in possession of material non-public information. Pursuant to our Insider Trading Policy, neither the Company, nor executive officers, directors, or “blackout covered employees” (as defined in the Insider Trading Policy) may trade in any securities of the Company during the period beginning seven calendar days before the end of any fiscal quarter of the Company and ending one full trading day after the public release of earnings data for such quarter, whether or not the Company or its executive officers, directors, or blackout covered employees are in possession of material, non-public information.

Employee Benefits

Our NEOs receive employee benefits similar to other salaried colleagues, such as participation in our 401(k) plan, and our health, life and disability plans and severance benefits, as described in more detail below and in the section below in the CD&A section of this proxy statement titled “Potential Payments on Termination or Change in Control.” In addition, we provide certain additional retirement and deferred compensation benefits to our NEOs, including participation in our Deferred Compensation Plan (“DCP”), as well as limited perquisites. These additional employee benefits and perquisites make up the benefits/work/lifestyle portion of our total rewards package and allow us to compete in attracting and retaining executives.

Termination and Severance Benefits

In the event of certain qualifying terminations of employment, NEOs are entitled to severance payments and benefits under the Hyatt Hotels Corporation Executive Officer Severance and Change in Control Plan (the “Severance and Change in Control Plan”). All severance payments and benefits under the Severance and Change in Control Plan that

 

32    Hyatt Hotels Corporation    2022 Proxy Statement

are payable in connection with a change in control are “double trigger,” meaning the NEO will not receive severance benefits in connection with a change in control unless the NEO also experiences a qualifying termination of service. We do not provide “single trigger” severance payments, equity acceleration, or benefits to our NEOs in connection with a change in control. For a description of the material terms of the Severance and Change in Control Plan, see the section below in the CD&A section of this proxy statement titled “Potential Payments on Termination or Change in Control.”

We do not provide for tax reimbursement payments or tax gross-ups related to a change in control.

Retirement Programs

In addition to our 401(k) plan that is available to employees generally, our NEOs may participate in the DCP, which is a non-qualified deferred compensation plan (discussed below). Mr. Reynal participates in Apple Leisure Group’s benefit programs, which are similar in nature to Hyatt’s, but do not currently have a non-qualified deferred compensation plan.

401(k) Plan

Our 401(k) plan and Apple Leisure Group’s 401(k) plan are ongoing, tax-qualified 401(k) plans under which a match of 100% on the first 3% of compensation that an employee contributes and 50% on the next 2% of compensation that an employee contributes, up to a total match of 4% of an employee’s compensation, is made (subject to the Internal Revenue Service (“IRS”) limits for tax qualified plans).

Deferred Compensation Plan

The DCP allows executives to defer up to 75% of their base salaries and all or a portion of their annual incentives. We also make an employer contribution to the plan based on a designated contribution schedule. For 2021, Mr. Floyd received a dollar for dollar match on deferrals up to $12,000 and each of Ms. Bottarini and Mr. Vondrasek received a 3% employer contribution for their respective base salaries up to $16,500. Executives who participate in the DCP can select among various market-based investment options and are eligible to receive their account balances when they terminate employment. Mr. Reynal participates in Apple Leisure’s Group’s benefit programs and is not eligible to participate in the DCP.

Perquisites

We offer limited perquisites to our executives which we believe are reasonable and consistent with our total rewards program and our goal of attracting and retaining key executives. Perquisites that are provided include:

 

•

limited use of Hyatt properties per the policy that is applicable to all Hyatt colleagues;

 

•

complimentary parking; and

 

•

relocation for new executives as necessary.

Mr. Hoplamazian is permitted to use our leased corporate aircraft for personal travel. Under our aircraft usage policy, Mr. Hoplamazian may use up to 30 hours per year with Mr. Thomas J. Pritzker’s prior approval, and the talent and compensation committee’s approval for personal travel over 30 hours. Mr. Hoplamazian used the corporate aircraft for six personal trips in 2021 and the aggregate incremental cost of his personal use of the corporate aircraft was $67,777. We determined the incremental cost of his personal use of our corporate aircraft based on the variable operating costs to us, which include items such as (i) aircraft fuel and oil expenses per hour of flight; (ii) landing, ramp, and parking fees and expenses; (iii) crew travel expenses; (iv) supplies and catering; (v) customs, foreign permit, and similar fees; (vi) crew travel; and (vii) passenger ground transportation. Because the aircraft is used primarily for business travel, this methodology excludes fixed costs that do not change based on usage, such as the salaries of pilots and crew, purchase or lease costs of aircraft, and costs of maintenance and upkeep. Mr. Hoplamazian incurs taxable income, calculated using the non-commercial flight valuation method, for all personal use of our corporate aircraft. We do not grant bonuses to cover, reimburse, or otherwise “gross-up” any income tax owed for personal travel on our corporate aircraft.

Prior to our acquisition of Apple Leisure Group, Mr. Reynal received a monthly car allowance. This benefit continued through the end of 2021. Beginning in 2022, Mr. Reynal’s annual salary was increased by $18,000, the amount of the annual car allowance, and he no longer receives a car allowance.

 

Hyatt Hotels Corporation    2022 Proxy Statement    33

Share Ownership Requirement, Compensation Recovery Policy, and Anti-Hedging/Anti-Pledging Policies

Pursuant to our share ownership guidelines, each of our NEOs is required to hold vested in-the-money SARs, vested or unvested RSUs, or restricted or unrestricted shares of common stock with a value equal to no less than the following amounts (as applicable):

 

NEO		Multiple of salary
Mr. Hoplamazian (CEO)			6 times base salary
Ms. Bottarini, Mr. Reynal, Mr. Floyd and Mr. Vondrasek (EVPs)			3 times base salary

Once a NEO reaches age 55, his or her ownership guideline reduces by 10% per year until age 60. Our NEOs have five years to meet these goals from when they become NEOs. We adopted these share ownership guidelines as a means of requiring executives to hold equity and tie their interests to the interests of our stockholders. As of December 31, 2021, all of our NEOs met the guidelines.

On December 9, 2021, the talent and compensation committee approved an update to the stock ownership guidelines to include holding requirements so that executives are required to hold 20% of net shares received up until achieving the guidelines. Once the guidelines are achieved, it is expected that at least 20% of the value required will be comprised of owned shares. We expect that each of our NEOs will meet the new guideline by December 31, 2022, the compliance date set forth by the talent and compensation committee.

We also have a compensation recovery policy which, if the board of directors determines that an executive has engaged in fraudulent or willful misconduct that resulted in a restatement of our financial results, allows the board of directors (or a committee thereof) in its discretion to recover from such executive any bonus, equity compensation, or profits received on equity compensation by such executive.

Pursuant to our Insider Trading Policy, our NEOs, directors, officers, and “colleagues” (as defined in the Insider Trading Policy) are prohibited from “hedging” their ownership in shares of our common stock or other equity-based interests in the Company (including by engaging in short sales relating to our common stock), and are generally prohibited from pledging shares of our common stock as collateral for loans, except in limited, pre-approved circumstances where the individual clearly demonstrates the financial capacity to repay the loan without resorting to the pledged securities.

Regulatory Considerations

Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) generally disallows a federal tax deduction to public companies for compensation greater than $1 million paid in any tax year to specified executive officers. Pursuant to the Tax Cuts and Jobs Act of 2017, the exception for “qualified performance-based compensation” under Section 162(m) of the Code was eliminated with respect to all remuneration other than remuneration payable pursuant to a written binding contract in effect on November 2, 2017 which was not modified in any material respect on or after such date.

ASC Topic 718

Grants of stock-based compensation are accounted for under ASC Topic 718. The talent and compensation committee regularly considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to equity-based compensation awards. As accounting standards change, we may revise certain programs to appropriately align the cost of our equity-based compensation awards with our overall executive compensation philosophy and objectives.

Our incentive compensation programs have been designed and administered in a manner generally intended to preserve federal income tax deductions. However, the talent and compensation committee considers the tax and accounting consequences of utilizing various forms of compensation and retains the discretion to pay compensation that is not tax deductible or could have adverse accounting consequences.

 

34    Hyatt Hotels Corporation    2022 Proxy Statement

Summary Compensation Table

 

 

Name and Principal Position		Year				Salary (1)				Stock Awards (2)(3)(4)				Option Awards (2)				Non-Equity Incentive Plan Compensation (1)(5)				All Other Compensation (6)				Total (4)
Mark S. Hoplamazian			2021	(7)		$	1,281,750			$	16,856,248			$	2,374,991			$	3,472,600			$	84,464			$	24,070,053
President and Chief			2020	(7)		$	318,050			$	10,270,337			$	2,374,992			$	0			$	42,644			$	13,006,023
Executive Officer (Principal Executive Officer)			2019	(7)		$	1,233,000			$	9,194,108			$	2,374,988			$	1,860,200			$	39,925			$	14,702,221
Joan Bottarini			2021			$	707,000			$	1,967,837			$	569,986			$	1,094,500			$	35,141			$	4,374,465
Executive Vice President,			2020			$	555,833			$	1,356,590			$	480,000			$	0			$	40,079			$	2,432,502
Chief Financial Officer (Principal Financial Officer)			2019			$	675,000			$	1,029,009			$	419,999			$	647,100			$	24,674			$	2,795,782
Alejandro Reynal Executive Vice President, Chief Executive Officer of Apple Leisure Group			2021	(8)		$	138,462			$	8,442,506			$	0			$	2,400,000			$	55,512			$	11,036,479
H. Charles Floyd			2021	(9)		$	836,250			$	3,945,921			$	749,982			$	1,281,900			$	29,380			$	6,843,433
Executive Vice President,			2020	(9)		$	659,067			$	2,744,566			$	802,494			$	0			$	33,518			$	4,239,645
Global President of Operations			2019			$	804,667			$	2,026,722			$	750,000			$	693,700			$	32,133			$	4,307,222
Mark R. Vondrasek			2021	(10)		$	707,000			$	3,672,584			$	524,987			$	1,083,800			$	23,558			$	6,011,929
Executive Vice President,			2020			$	552,667			$	1,483,846			$	524,994			$	0			$	21,034			$	2,582,541
Chief Commercial Officer			2019			$	653,333			$	1,352,452			$	449,993			$	563,200			$	16,399			$	3,035,377

 

(1)

The COVID-19 pandemic and its consequences had a significant impact on global commercial travel activity in 2020. As a result, Mr. Hoplamazian waived 100% of his salary (less benefit premiums) from April 1 through December 31, 2020. Hyatt’s Senior Leadership Team waived 50% of their salaries in April and May 2020, and 20% of their salaries for the remainder of the year. In addition, the talent and compensation committee suspended the annual incentive plan in 2020. As a result, no annual cash incentive payments were made for 2020.

 

(2)

Amounts shown in the “Stock Awards” column represent the aggregate grant date fair value of RSUs and PSUs and the amounts shown in the “Option Awards” column represent the aggregate grant date fair value of SARs, in each case, granted in the year indicated, with such grant date fair values prepared in accordance with ASC Topic 718. For a discussion of the assumptions made in the valuation reflected in these columns, see Note 17 to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2021.

 

(3)

For 2021-2023 PSUs and 2021 PSUs, amounts shown reflect the grant date fair value of the awards at target payout. The grant date fair value of the 2021-2023 PSUs assuming the highest level of performance (i.e., 200% of target) are as follows: Mr. Hoplamazian $9,737,233, Ms. Bottarini $1,557,858, Mr. Floyd $2,049,874, and Mr. Vondrasek $1,434,813. The grant date fair value of the 2021 PSUs assuming the highest level of performance (i.e., 200% of target) are as follows: Mr. Hoplamazian $3,567,697, Ms. Bottarini $420,546, Mr. Floyd $750,975, and Mr. Vondrasek $450,585.

 

(4)	As a result of the impact of the COVID-19 pandemic on 2020 results, the talent and compensation committee took the following compensation-related actions in March 2021 that are included in the table above:

 

(a)

As discussed in the CD&A section of this proxy statement titled “2018-2020 PSUs,” although the impact of the COVID-19 pandemic resulted in threshold achievement not being met for the 2018-2020 PSUs based on the full performance period including 2020, the talent and compensation committee exercised discretion to approve pro-rated performance-based vesting of the 2018-2020 PSUs so that 65% of the target award was paid. As a result of this determination, the 2021 summary compensation table includes the additional expense of $2,672,969 for Mr. Hoplamazian, $445,410 for Mr. Floyd, and $267,246 for Mr. Vondrasek.

 

(b)

As discussed in the CD&A section of this proxy statement titled “2019-2021 PSUs,” the talent and compensation committee exercised discretion to approve pro-rated performance-based vesting of the 2019-2021 PSUs so that 32% of the target award would be paid at the end of the original performance period, although the impact of the COVID-19 pandemic on 2020 performance resulted in the three-year performance metrics set by the talent and compensation committee in 2019 becoming unattainable. The remainder of the 2019-2021 PSUs were cancelled. As a result of this determination, the 2021 summary compensation table includes the additional expense of $1,688,614 for Mr. Hoplamazian, $355,472 for Mr. Floyd, $213,219 for Mr. Vondrasek, and $199,058 for Ms. Bottarini.

 

(c)

As discussed in the CD&A section of this proxy statement titled “2019-2021 PSUs,” in order to further incentivize and retain the holders of the 2019-2021 PSUs, the talent and compensation committee granted participants:

 

•

The 2021 PSUs which covers approximately one-third of the original target 2019-2021 PSUs, which are eligible to vest subject to attainment of a one-year relative net rooms growth goal, as modified by a one-year relative TSR goal with a grant date fair value of: $1,783,848 for Mr. Hoplamazian, $375,488 for Mr. Floyd, $225,293 for Mr. Vondrasek, and $210,273 for Ms. Bottarini.

 

•

The 2021 RSUs which cover approximately one-third of the original target 2019-2021 PSUs which vest in substantially equal increments over four years (but may be subject to accelerated vesting upon certain qualifying terminations of employment) with a grant date fair value of: $1,777,603 for Mr. Hoplamazian, $374,300 for Mr. Floyd, $224,564 for Mr. Vondrasek, and $209,598 for Ms. Bottarini.

 

Hyatt Hotels Corporation    2022 Proxy Statement    35

Had the decisions not been made above due to the impact of the COVID-19 pandemic, the table below illustrates what summary compensation table would have been in 2021 for the impacted NEOs:

 

Name		Stock Awards				Total Compensation
Mark S. Hoplamazian		$	8,933,214			$	16,147,019
Joan Bottarini		$	1,348,908			$	3,755,536
H. Charles Floyd		$	2,395,251			$	5,292,763
Mark R. Vondrasek		$	2,742,263			$	5,081,608

 

(5)	See the section in the CD&A section of this proxy statement titled “Annual Incentive” for a more detailed description of the incentive compensation program.

 

(6)	All Other Compensation for 2021 includes that shown in the table below:

 

Name		401(k) Match and Contributions to DCP				Life Insurance and Long-Term Disability Premiums				Perquisites and Other Personal Benefits(1)				Total
Mark S. Hoplamazian		$	6,545			$	1,178			$	76,741			$	84,464
Joan Bottarini		$	28,100			$	1,161			$	5,880			$	35,141
Alejandro Reynal		$	0			$	626			$	54,886			$	55,512
H. Charles Floyd		$	19,238			$	1,178			$	8,964			$	29,380
Mark R. Vondrasek		$	16,500			$	1,178			$	5,880			$	23,558

 

(1)

Amounts shown reflect: the aggregate incremental cost of his personal use of the corporate aircraft (Mr. Hoplamazian), cost of parking benefits ($8,964 for each of Messrs. Hoplamazian and Floyd and $5,880 for Ms. Bottarini and Mr. Vondrasek), Mr. Reynal’s car allowance of $3,000, and Mr. Reynal’s relocation costs of $51,886 (including applicable tax gross-ups) in 2021 from Pennsylvania to Florida.

 

(7)

As described in the CD&A section of this proxy statement titled “Additional Long-Term Incentive Grants”, we entered into an agreement on May 15, 2019 to grant Mr. Hoplamazian 140,000 CEO PSUs, which are eligible to performance-vest in “tranches.” Tranche I CEO PSUs (reflected in 2019 compensation) consists of 14,000 shares, Tranche II CEO PSUs (included in 2020 compensation) consists of 21,000 shares and Tranche III CEO PSUs (included in 2021 compensation) consists of 21,000 shares.

 

(8)	As described in the CD&A section of this proxy statement titled “Additional Long-Term Incentive Grants”, Mr. Reynal received 29,117 RSUs in connection with the commencement of his employment and 72,000 RSUs pursuant to a “co-invest” award.

 

(9)

As described in the CD&A section of this proxy statement titled “Additional Long-Term Incentive Grants”, we entered into an agreement on March 24, 2020 to grant Mr. Floyd 51,400 Floyd PSUs, which are eligible to performance-vest in “tranches.” The Tranche I Floyd PSUs (reflected in 2020 compensation) consists of 7,710 shares and Tranche II Floyd PSUs (included in 2021 compensation) consists of 7,710 shares.

 

(10)	As described in the CD&A section of this proxy statement titled “Additional Long-Term Incentive Grants”, Mr. Vondrasek received 18,642 RSUs to further incent and retain him.

The actual value, if any, which an executive may realize from a SAR, RSU, or PSU award is contingent upon the satisfaction of the conditions to vesting applicable to that award, and is determined by reference to stock price, which may fluctuate. Thus, there is no assurance that the value, if any, eventually realized by the executive will correspond to the amount shown in the table above. The amounts shown in the table above are prepared in accordance with ASC Topic 718.

 

36    Hyatt Hotels Corporation    2022 Proxy Statement

Grants of Plan-Based Awards — 2021

 

 

Name		Grant Date				Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)												Estimated Future Payouts Under Equity Incentive Plan Awards(2)												All Other Stock Awards: Number of Shares of Stock or Units(#)(3)				All Other Option Awards: Number of Securities Underlying Options(#)				Exercise or Base Price of Option Awards ($)(4)				Grant Date Fair Value of Stock and Options Awards(5)
						Threshold				Target				Maximum				Threshold (#)				Target (#)				Maximum (#)
Mark S. Hoplamazian
						$	1,132,688			$	2,265,375			$	4,530,750
PSUs(2a)			3/24/2021																23,614				59,035				118,070															$	4,868,616
PSUs(2b)			3/24/2021																8,836				22,091				44,182															$	1,783,848
SARs			3/24/2021																																82,810			$	80.46			$	2,374,991
RSUs			3/24/2021																												29,517											$	2,374,938
RSUs(3a)			3/24/2021																												22,093											$	1,777,603
PSUs(6)			3/24/2021																				21,000																			$	1,689,660
PSUs(7b)			5/15/2019																																							$	1,688,614
PSUs(7a)			3/21/2018																																							$	2,672,969
Joan Bottarini
						$	357,000			$	714,000			$	1,428,000
PSUs(2a)			3/24/2021																3,778				9,445				18,890															$	778,929
PSUs(2b)			3/24/2021																1,042				2,604				5,208															$	210,273
SARs			3/24/2021																																19,874			$	80.46			$	569,986
RSUs			3/24/2021																												7,084											$	569,979
RSUs(3a)			3/24/2021																												2,605											$	209,598
PSUs(7b)			5/15/2019																																							$	199,058
Alejandro Reynal
							—			$	1,200,000			$	2,400,000
RSUs(3b)			12/9/2021																												29,117											$	2,499,986
RSUs(3c)			12/16/2021																												36,000											$	2,932,920
RSUs(3c)			12/17/2021																												36,000											$	3,009,600
H. Charles Floyd
						$	422,250			$	844,500			$	1,689,000
PSUs(2a)			3/24/2021																4,971				12,428				24,856															$	1,024,937
PSUs(2b)			3/24/2021																1,860				4,650				9,300															$	375,488
SARs			3/24/2021																																26,150			$	80.46			$	749,982
RSUs			3/24/2021																												9,321											$	749,968
RSUs(3a)			3/24/2021																												4,652											$	374,300
PSUs(8)			3/24/2021																				7,710																			$	620,347
PSUs(7b)			5/15/2019																																							$	355,472
PSUs(7a)			3/21/2018																																							$	445,410
Mark R. Vondrasek
						$	357,000			$	714,000			$	1,428,000
PSUs(2a)			3/24/2021																3,480				8,699				17,398															$	717,407
PSUs(2b)			3/24/2021																1,116				2,790				5,580															$	225,293
SARs			3/24/2021																																18,305			$	80.46			$	524,987
RSUs			3/24/2021																												6,524											$	524,921
RSUs(3a)			3/24/2021																												2,791											$	224,564
RSUs(3d)			3/24/2021																												18,642											$	1,499,935
PSUs(7b)			5/15/2019																																							$	213,219
PSUs(7a)			3/21/2018																																							$	267,246

 

(1)

The amounts shown represent the threshold, target, and maximum potential payments under the EIP based on multiples of the NEO’s base salary as of December 31, 2021. See “Annual Incentive” in the CD&A section of this proxy statement above for a more detailed description of the EIP. In 2021, Mr. Reynal participated in Apple Leisure Group’s legacy bonus program with a target award of 150% of base salary. In 2022, Mr. Reynal will begin participating in the EIP. His target incentive opportunity will be set as 100% of base salary, with a maximum of 200% of base salary, similar to other NEOs.

 

(2)

Except with respect to the CEO PSUs granted to Mr. Hoplamazian and Floyd PSUs granted to Mr. Floyd referenced in footnote (6) and (8) below, the amounts shown represent the potential PSUs that may be earned under the LTIP at each of the threshold, target, and maximum performance levels. Each NEO was granted PSUs at target, but the number of PSUs that will vest and be retained by the NEO will be determined at the conclusion of the performance period based on performance goal attainment.

 

(2a)

The 2021-2023 PSUs will vest based on achievement of three-year relative net rooms growth, which will be further modified by three-year relative TSR for the 3-year period ending on December 31, 2023. Vesting is generally subject to continued employment

 

Hyatt Hotels Corporation    2022 Proxy Statement    37