2018 Guide to Effective Proxies

2.17.8 Pay for performance alignment | 431 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES MARRIOT INTERNATIONAL, INC. Executive and Director Compensation 2017 Compensation in Detail Base Salary For 2017, the Human Resources Department presented to the Committee market data on base salary levels at the 50 th percentile for each position and recommended base salary increases of approximately 5% for Mr. Sorenson and 7% for Messrs. Capuano and Grissen. For Ms. Linnartz and Ms. Oberg, management recommended a salary increase of approximately 14% and 15%, respectively, after it completed a comprehensive review of market data in 2017 as described below, due to the transformational nature of the Starwood combination and resulting change in size, scope, and complexity of the business, and considered internal equity. The Company’s independent compensation consultant, Pearl Meyer (the “Compensation Consultant”) reviewed and supported the recommendations which were discussed in detail and approved by the Committee and, with respect to Messrs. Marriott and Sorenson, by the independent members of the Board. 2017 Base Salary ($) 2016 Base Salary ($) 2016 to 2017 Increase (%) J.W. Marriott, Jr. 3,000,000 3,000,000 0 Arne M. Sorenson 1,300,000 1,236,000 5.2 Anthony G. Capuano 800,000 750,000 6.7 Stephanie C. Linnartz 800,000 700,000 14.3 David J. Grissen 800,000 750,000 6.7 Kathleen K. Oberg 750,000 650,000 15.4 Annual Incentives To promote growth and profitability, the Company’s annual cash incentive program is based on actual performance measured against pre-established financial and business operational targets. The annual cash incentive design rewards executives for achieving annual corporate and individual performance objectives that support long-term financial and operational success. The following graph illustrates how the aggregate annual incentives paid to the NEOs have changed relative to changes in the Company’s annual diluted earnings per share (“ EPS ”), over the past five years. EPS for 2016 and 2017 reflects $386 million and $159 million in merger-related costs attributable to the Starwood combination, respectively. NEOs’ Aggregate Annual Incentive Value vs. Diluted EPS Annual Incentive Value ($Millions) Diluted EPS NEOs’ Aggregate Annual Incentive Value Diluted EPS $8.0 $5.0 $3.0 $2.0 $1.0 $0.0 2013 2014 2015 2016 2017 $4.00 $3.50 $2.50 $1.50 $3.00 $2.00 $1.00 $0.50 $0.00 $7.0 $6.0 $4.0 2018 Proxy Statement 35