DEF 14A of Host Hotels & Resorts, Inc.
Filed Apr 8, 2026 · FY20250001070750-26-000062
Board Nominees
Board Nominees The following table provides summary information about each director nominee. Directors are elected annually by a majority of the votes cast.
Board Nominees
| | Director Since | | Committee Memberships | | | Other U.S. Public Company Boards | | Name, Age | | Principal Occupation | A | C | NGCR | | | Mary L. Baglivo, 68 | 2013 | Chief Executive Officer The Baglivo Group | | | | Urban Edge Properties Ollie's Bargain Outlet Holdings | | Herman E. Bulls, 70 | 2021 | Vice Chairman, Americas Jones Lang LaSalle | (F) | | | Comfort Systems, USA Fluence Energy | | Diana M. Laing, 71 | 2022 | Former Chief Financial Officer of American Homes 4 Rent | (F) | | | CareTrust REIT The Macerich Company | | Richard E. Marriott, 87 | 1993 | Chairman of the Board | | | | | | Mary Hogan Preusse, 57 | 2017 | Founder and Principal of Sturgis Partners LLC | (F) | | | Digital Realty Trust Kimco Realty Realty Income | | Walter C. Rakowich, 68 | 2012 | Former Chief Executive Officer of Prologis | (F) | | | Iron Mountain Ventas | | James F. Risoleo, 70 | 2017 | President and Chief Executive Officer | | | | | | Gordon H. Smith, 73 Independent Lead Director | 2009 | Former President & CEO of the National Association of Broadcasters | | | | Beasley Broadcast Group | | A. William Stein, 72 | 2017 | Executive Managing Director and Chief Investment Officer of Primary Digital Infrastructure | (F) | | | |
Board Nominees
| A | Audit Committee | (F) | Audit Committee Financial Expert | | C | Culture and Compensation Committee | | Committee Member | | NGCR | Nominating, Governance and Corporate Responsibility Committee | | Committee Chair |
Board Nominees
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Corporate Governance Highlights
Corporate Governance Highlights The Company is committed to the values of effective corporate governance and high ethical standards. Our Board believes that these values are conducive to strong performance and the creation of long-term stockholder value. Our governance framework gives our highly experienced independent directors the structure necessary to provide oversight, advice and counsel to the Company. This framework is described in more detail in our Corporate Governance Guidelines and Code of Business Conduct and Ethics, which can be found in the Corporate Governance section of our website.
Corporate Governance Highlights
| Board Independence | ü Seven out of nine of our director nominees are independent. ü Our Chairman and our CEO are the only management directors. | | Board Composition | üThoughtful Board refreshment led by the Nominating, Governance and Corporate Responsibility Committee, with two new independent directors added since 2021 and rotations in Committee Chair roles since that time. üAnnual self-assessment to review Board’s effectiveness. | | Board Committees | üThree fully-independent Board committees – Audit; Nominating, Governance and Corporate Responsibility; and Culture and Compensation. üAll Audit Committee members are “financial experts”. | | Leadership Structure | üChairman of the Board separate from CEO. üAn Independent Lead Director with a robust set of responsibilities is selected by the Board and provides additional independent oversight of senior management and Board matters. | | Risk Oversight | üStrong Board oversight of risk with committees having particular oversight of certain key risks facing the Company. | | Open Communication | üWe encourage open communication and strong working relationships among the independent Lead Director, Chairman, CEO and other directors. üOur directors have access to management and employees. | | Director Time Commitments | üPursuant to our Corporate Governance Guidelines, our directors can sit on no more than four public company boards (including our own). All directors are compliant with the policy at this time. üThe Nominating, Governance and Corporate Responsibility Committee conducts an annual review of director commitment levels, with consideration given to public company leadership roles and outside commitments. üTime commitments are also evaluated throughout the year as directors consider invitations to serve on additional boards, audit committees, compensation committees at for-profit organizations, or in leadership roles at other public company boards. | | Director Stock Ownership | üOur independent directors are required to own our common stock in an amount equal to five times the annual cash base retainer. Our management directors (CEO and Chairman) are required to own our common stock in an amount equal to six times their annual salary. üComprehensive insider trading policy. üProhibitions on hedging, derivatives trading and pledging of our common stock. |
Corporate Governance Highlights
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Corporate Governance Highlights
| Accountability to Stockholders | üMajority voting in uncontested director elections, coupled with a director resignation policy. üFully non-classified board with annual election of directors. üAdopted proxy access rights. üNo stockholder rights plan. üAnnual advisory vote on executive compensation. üOpted out of the Maryland Control Share Acquisition Act, which would have provided certain takeover defenses. üOpted out of the provisions of the Maryland Unsolicited Takeovers Act, which would have allowed the Board of Directors the ability to classify itself without a stockholder vote. üStockholder power to amend the Bylaws. üStockholder power to call special meeting upon 25% of the votes entitled to be cast. | | Management Succession Planning | üThe Board actively monitors our succession planning and employee development and receives regular updates on employee engagement and retention matters. | | Sustainability and Corporate Responsibility | üThe Nominating, Governance and Corporate Responsibility Committee monitors our programs and initiatives on sustainability, environmental matters and social responsibility, including climate. üThe Nominating, Governance and Corporate Responsibility Committee has overseen the establishment of our ambitious environmental and social targets in recent years. This has included our 2050 vision statement, and our latest 2030 goals intended to be an initial roadmap for achieving this vision. For more information, see our 2025 Corporate Responsibility Report available on our website at www.hosthotels.com. | | Company Culture | üThe Culture and Compensation Committee oversees our culture and employee engagement initiatives. The Committee reviews a “Culture Dashboard” on a quarterly basis, which includes cultural and engagement initiatives. |
Corporate Governance Highlights
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Director Nominee Highlights
Director Nominee Highlights The Committee believes that each of the nominees possesses the key attributes that are important to an effective Board. Each director nominee holds or has held senior executive positions in large organizations or the government and has experience relevant to the Company’s business. Our directors also serve on the boards of other public and private companies and have an understanding of corporate governance practices, expectations and trends. The Committee also believes that, as a group, the nominees bring a broad range of perspectives to Board deliberations. The director nominees have served on our Board for an average of approximately 12 years. The median tenure of our director nominees is nine years. The Committee also considered the specific experiences described in the biographical details that follow in determining to nominate the individuals set forth below for election as directors.
Director Nominee Highlights
| INDEPENDENCE | | | 78% independent (all director nominees except CEO and Executive Chairman) | g g g g g g g g g | | HOST POLICY: A majority of non-management directors must be independent | |
Director Nominee Highlights
| TENURE | Median: 9 years | | 22% with 5 years or fewer 55% with 10 years or fewer | | | HOST POLICY: Balanced mix of both deep Company knowledge & new perspectives | |
Director Nominee Highlights
Below each nominee’s biography, we have included an assessment of the skills and experience of such nominee. We have also included a chart that provides a skills assessment for the full Board.
Nominees For Director
Nominees For Director
Nominees For Director
| Mary L. Baglivo — Ms. Baglivo is the chief executive officer of the Baglivo Group, a strategy consulting company. She has extensive knowledge and experience in the fields of global marketing, advertising, consumer branding, market research, public relations, crisis communications, and strategic planning. She has held chief marketing officer roles at several universities, including Rutgers, Northwestern and Pace. Ms. Baglivo previously served as chair and chief executive officer, the Americas at Saatchi & Saatchi Worldwide from 2008 to 2013, and chief executive officer, New York from 2004 to 2008. Prior to joining Saatchi & Saatchi, she was president of Arnold Worldwide from 2002 to 2004 and chief executive officer of Panoramic Communications from 2001 to 2002. | | Skills and Expertise • in-depth global and digital marketing, advertising, consumer branding, market research, public relations and crisis communications experience •strong strategic planning expertise • extensive business, corporate governance, and leadership experience of large complex companies • in-depth understanding of growth strategies in worldwide branded businesses • extensive environmental, social and governance expertise, including active engagement in initiatives in the fields of greenhouse gas emissions, waste reduction, energy conservation, worker safety, and diversity, equity, inclusion and belonging while serving as the chair or a member of corporate responsibility and social responsibility committees of public companies |
Nominees For Director
| | | Age: 68 | | Director since: 2013 | | Independent | | Committees: •Culture and Compensation •Nominating, Governance and Corporate Responsibility | | Current Public Boards: •Urban Edge Properties •Ollie's Bargain Outlet Holdings | | Prior Company Boards: •PVH Corp. •Ruth's Hospitality Group |
Nominees For Director
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Nominees For Director
| Herman E. Bulls — Mr. Bulls currently serves as vice chairman, Americas, and as an international director at Jones Lang LaSalle. During over 35 years at Jones Lang LaSalle, he has worked in the areas of development, investment management, asset management, facilities operations, marketing and business development/ retention and founded the company’s public institutions business unit. Mr. Bulls previously co-founded and served as president and CEO of Bulls Capital Partners, a Fannie Mae multi-family financing company, and founded Bulls Advisory Group, LLC, a management and real estate advisory firm. Prior to joining Jones Lang LaSalle, he completed almost 12 years of active-duty service with the United States Army, retiring as a Colonel in the U.S. Army Reserves in 2008. Mr. Bulls is a member of the Real Estate Advisory Committee for New York State Teachers’ Retirement System and also serves on the board of governors of the American Red Cross. Mr. Bulls is a founding member and served as the inaugural president of the African American Real Estate Professionals of Washington, D.C. | | Skills and Expertise • real estate industry veteran with over 35 years of experience in the areas of real estate development, investment management, asset management and operations •recognized leader in corporate governance; named Public Company Director of the Year by the National Association of Corporate Directors and listed in the 2024 NAIC Directorship 100 — which recognizes the most influential people in the boardroom and corporate governance community • thought leader and strategic advisor who guides companies and senior executives on ESG matters relating to sustainability, social justice, corporate governance and the environment • experience overseeing IT and cyber security matters through service on public company risk and audit committees •former chair of risk committee for a Fortune 200 financial services corporation •audit committee financial expert |
Nominees For Director
| | | Age: 70 | | Director since: 2021 | | Independent | | Committees: •Audit •Nominating, Governance and Corporate Responsibility | | Current Public Boards: •Comfort Systems, USA •Fluence Energy | | Prior Company Boards: •American Campus Communities •Computer Sciences Corporation •Tyco International •Excelis |
Nominees For Director
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Nominees For Director
| Mary Hogan Preusse — Ms. Hogan Preusse is the founder and principal of Sturgis Partners, an advisory firm. She was formerly at APG Asset Management U.S. from 2000 to 2017. At APG she served as the managing director and co-head of Americas Real Estate where she was responsible for managing all of APG’s public real estate investments in the Americas. She also served on the executive board of APG Asset Management US from 2008 to 2017. Prior to joining APG, Ms. Hogan Preusse spent eight years as a sell side analyst covering the REIT sector, and began her career at Merrill Lynch as an investment banking analyst. Her industry memberships include NAREIT, where she serves as a member of the Advisory Board of Governors and is a founder and former co-chair of the Dividends Through Diversity, Equity & Inclusion Steering Committee. | | Skills and Expertise • contributes valuable investment focus to the Board with over 30 years of real estate experience, including managing a $13 billion portfolio in real estate investment trusts and other public real estate securities •recognized expertise and leadership in the real estate sector, having received in 2015 NAREIT’s E. Lawrence Miller Industry Achievement Award for her contributions to the industry •experienced executive and corporate director with extensive knowledge of ESG matters through her work in real estate investing and as a public company director • in-depth understanding of public company corporate governance obtained through service on public company boards •audit committee financial expert |
Nominees For Director
| | | Age: 57 | | Director since: 2017 | | Independent | | Committees: •Audit •Culture and Compensation | | Current Public Boards: •Digital Realty •Kimco Realty •Realty Income |
Nominees For Director
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Nominees For Director
| Diana M. Laing — Ms. Laing has more than 35 years of experience as a chief financial officer and public company executive with extensive experience in real estate investment and operating companies. She was the chief financial officer of American Homes 4 Rent, a REIT investing in single-family rental homes, until her retirement in June 2018. More recently, Ms. Laing was interim chief financial officer for Alexander & Baldwin, a REIT investing in commercial properties in Hawaii, from November 2018 to May 2019. Prior to American Homes 4 Rent, she was chief financial officer and corporate secretary for Thomas Properties Group, Inc., and chief financial officer for New Pacific Realty Corporation and Arden Realty. Ms. Laing began her career as an auditor with Arthur Andersen & Co. | | Skills and Expertise •seasoned corporate finance executive with a career focused on real estate investment and operating companies •substantial knowledge of corporate governance and sustainability matters, including the development and ownership of sustainable and LEED®-certified properties, obtained through public company executive and director roles •extensive knowledge of IT and cybersecurity matters, including cybersecurity assessments, controls, protocols, training, monitoring and incident response, obtained through responsibility for IT department leadership and activities in each CFO role •in-depth experience with complex public companies in accounting, financial reporting, capital markets, finance, corporate strategy, risk management and information technology •audit committee financial expert |
Nominees For Director
| | | Age: 71 | | Director since: 2022 | | Independent | | Committees: •Audit (Chair) •Nominating, Governance and Corporate Responsibility | | Current Public Boards: •CareTrust REIT •The Macerich Company | | Prior Company Boards: •Alexander & Baldwin •Spirit Realty Capital |
Nominees For Director
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Nominees For Director
| Richard E. Marriott — Mr. Marriott is our chairman of the board. He is also chairman of the board of First Media Corporation, the chairman and a director of the J. Willard Marriott and Alice S. Marriott Foundation, a director of the Richard E. and Nancy P. Marriott Foundation, and the president and a trustee of Bridges from School to Work, Inc. Mr. Marriott serves on the National Advisory Council of Brigham Young University. He previously served on the board of Marriott International, Inc. and the Federal City Council, and is a past president of the National Restaurant Association and a past director of the Polynesian Cultural Center. | | Skills and Expertise •comprehensive knowledge of the Company and unique perspective and insight into the hospitality industry based on a 60-year history with the Company and Marriott International •during his tenure, Mr. Marriott has served in various executive capacities and has served as our Chairman since 1993 •long history of successful management of the Company |
Nominees For Director
| | | Chairman of the Board | | Age: 87 | | Director since: 1993 |
Nominees For Director
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Nominees For Director
| Walter C. Rakowich — Mr. Rakowich is the former chief executive officer of Prologis, where he worked for 18 years before retiring in 2012. Mr. Rakowich served as chief executive officer of Prologis from 2008 to 2011, when Prologis merged with AMB Property Corporation. He then assumed the role of co-chief executive officer and served as a member of the Prologis board of directors to manage the integration of the two companies. Prior to his service as chief executive officer, Mr. Rakowich held a number of senior management positions while at Prologis, including as president and chief operating officer from 2005 to 2008, and managing director and chief financial officer from 1998 to 2005. Prior to joining Prologis, Mr. Rakowich was a partner with real estate provider Trammell Crow Company and before that he was a senior audit and tax consultant for Pricewaterhouse. | | Skills and Expertise •significant real estate and financial experience, including extensive knowledge of the issues facing large international real estate investment trusts • valuable experience with respect to risk assessment, strategic planning and leadership development obtained through public company executive and director roles •as president and CEO of Prologis, had extensive involvement in the creation and oversight of Prologis’ ESG initiatives •as CFO of Prologis, was responsible for the management and performance of IT operations •extensive experience in accounting and financial reporting obtained through his time at Pricewaterhouse and Prologis •audit committee financial expert |
Nominees For Director
| | | Age: 68 | | Director since: 2012 | | Independent | | Committees: •Audit •Nominating, Governance and Corporate Responsibility | | Current Public Boards: •Iron Mountain •Ventas |
Nominees For Director
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Nominees For Director
| James F. Risoleo — Mr. Risoleo became our president and chief executive officer in January 2017. He joined our Company in 1996 as senior vice president for acquisitions and development and was appointed executive vice president and chief investment officer in 2000. In 2012, he became executive vice president and managing director of the Company’s European business activities and, in 2015, Mr. Risoleo assumed leadership for all of the Company’s west coast investment activities in addition to Europe. Prior to joining our Company, Mr. Risoleo was vice president, development at Interstate Hotels Corporation and a senior vice president, commercial real estate at Westinghouse Electric Corporation. Mr. Risoleo is a past chairman of NAREIT. He is also an executive committee member of the American Hotel & Lodging Association, a member of the U.S. Travel Association CEO Roundtable, and a member of the Real Estate Roundtable. Mr. Risoleo is also a member of the Bar of the State of Pennsylvania. | | Skills and Expertise •extensive business, leadership and strategic planning experience •significant expertise in finance, equity and capital development, real estate and the hospitality industry •over 30 years of domestic and international hotel experience in investment, dispositions, capital budgets and asset management •extensive knowledge of the Company as a member of senior management for over 20 years, serving in various roles within the Company and culminating in his current service as CEO •in-depth understanding of public company governance and ESG initiatives, including leading the Company to receive corporate responsibility awards and ESG recognition from Dow Jones Best-in-Class indices, and other ESG- focused organizations |
Nominees For Director
| | | President and Chief Executive Officer | | Age: 70 | | Director since: 2017 | | Prior Public Boards: •Griffin Realty Trust (and its predecessor Cole Office & Industrial REIT) |
Nominees For Director
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Nominees For Director
| Gordon H. Smith — Senator Smith served as president and chief executive officer of the National Association of Broadcasters from 2009 to December 2021. He has also served as a senior advisor at Covington & Burling LLP as a member of the government affairs and international trade practice groups. In 2008, Senator Smith completed his second term as a United States Senator from the State of Oregon, where he served on the Commerce, Science and Transportation Committee; the Energy and Natural Resources Committee; the Finance Committee; and the Indian Affairs Committee. In addition, he was a ranking member of the Senate Finance Subcommittee on International Trade and Global Competitiveness and for six years chaired the Senate Foreign Relations Subcommittee on European Affairs. Prior to his election to the United States Senate, he directed the operations of Smith Frozen Foods, his family’s frozen food processing business, and he was chairman of the board of Smith Frozen Foods until its sale in 2024. In 1992, he was elected to the Oregon State Senate, of which he became president in 1995. He also previously practiced law in the States of New Mexico and Arizona. | | Skills and Expertise •high-level U.S. government experience and leadership as a United States Senator • extensive knowledge of public policy, international affairs and trade and law •significant business experience and in-depth knowledge of finance, accounting and marketing obtained through his management of Smith Frozen Foods •valuable insight into and knowledge of climate change initiatives obtained through membership on the Senate Committee on Energy and Natural Resources • valuable insight into and knowledge of IT and cybersecurity matters obtained through membership on the Senate Committee on Energy and Natural Resources |
Nominees For Director
| | | Age: 73 | | Director since: 2009 | | Independent Lead Director | | Committees: •Culture and Compensation •Nominating, Governance and Corporate Responsibility (Chair) | | Current Public Boards: •Beasley Broadcast Group |
Nominees For Director
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Nominees For Director
| A. William Stein — Mr. Stein currently serves as the executive managing director and chief investment officer of Primary Digital Infrastructure, which provides infrastructure financing and investment solutions for the digital economy. He formerly was the chief executive officer and a director of Digital Realty Trust, a REIT focused on data centers, from 2014 until December 2022. He also served as chief financial officer and chief investment officer of Digital Realty. Before joining Digital Realty in 2004, Mr. Stein was with GI Partners, a private equity fund. Past positions include serving as co-head of VentureBank@PNC and Media and Communications Finance at The PNC Financial Services Group; president and chief operating officer of TriNet Corporate Realty Trust (acquired by iStar) and a variety of senior investment and financial management positions with Westinghouse Electric, Westinghouse Financial Services and Duquesne Light Company. Mr. Stein currently serves as chairman of the board and a director of Verne Global and as a director of Salute Mission Critical, each private datacenter development companies, and as a director of Crusoe Energy, a private AI infrastructure development company. He also serves on the Advisory Board of Pennybacker Capital and as an adviser to Armada AI. Mr. Stein serves on the Chancellor's Global Advisory Council of the University of Pittsburgh. Mr. Stein is a member of the Bar of the States of Pennsylvania and Florida. | | Skills and Expertise •over 30 years of investment, financial, operating and general management experience and an in-depth understanding of the data center and real estate industries and the issues facing real estate investment trusts • extensive leadership, corporate governance and executive compensation experience, including as CEO of Digital Realty Trust • led Digital Realty Trust’s sustainability initiatives that resulted in the company winning NAREIT’s Leader in the Light award for the datacenter category six times during his tenure and gained insight into global ESG matters as a member of the Chancellor’s Global Advisory Council at the University of Pittsburgh • extensive knowledge of IT infrastructure matters and cybersecurity obtained through customer engagement and senior executive oversight as CEO of Digital Realty Trust and as current chairman of Verne Global • audit committee financial expert |
Nominees For Director
| | | Age: 72 | | Director since: 2017 | | Independent | | Committees: •Audit •Culture and Compensation (Chair) | | Prior Public Boards: •Digital Realty Trust |
Nominees For Director
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Our Compensation Program
| Foster a strong relationship between stockholder interests and executive compensation | Provide annual and long-term incentives that emphasize performance-based compensation | Provide overall levels of compensation that attract, retain and motivate talented executives |
ELEMENTS OF OUR PROGRAM
ELEMENTS OF OUR PROGRAM Our compensation program has three key elements: uBase Salary which is the only component of compensation that is fixed; uAnnual Cash Incentive that is fully performance based; and uLong-Term Incentive which is equity compensation denominated in performance-based and time-based restricted stock units. The mix of target total direct compensation for 2025 for our CEO and the average of our other named executives is shown in the charts below. Importantly, our compensation program seeks to maximize the alignment between stockholder results and executive compensation by emphasizing variable pay tied to performance, with the majority of the opportunity based on annual and long-term incentive compensation. Our compensation strategy, with significant pay at-risk, supports the drivers of the Company's performance by motivating executives to execute on our long-term strategic priorities. Performance-based pay for 2025 accounted for 61% of target total direct compensation for our CEO and averaged 58% for our other named executive officers.
VARIABLE PAY
VARIABLE PAY 81% LONG-TERM EQUITY INCENTIVE (TIME-BASED) 31% LONG-TERM EQUITY INCENTIVE (PERFORMANCE- BASED) 46% LONG-TERM EQUITY INCENTIVE (TIME-BASED) 23% LONG-TERM EQUITY INCENTIVE (PERFORMANCE- BASED) 36% 51 As the Committee evaluated the Company’s executive compensation program design for 2025, it remained focused on promoting both annual and long-term value creation and incentivizing performance with the goal of achieving continued year-over-year improvements in operations. The Committee believes our annual cash incentive program, which is fully performance-based, achieves this purpose by emphasizing performance against key Company financial metrics as well as individual contributions towards fulfilling the Company's business plan. The Committee believes that our long-term incentive program also effectively serves this purpose by emphasizing long-term value creation and aligning the executive team’s compensation with Company performance and stockholder outcomes over the long-term. There were no changes to the design of the annual or long-term incentive programs for 2025 and we continue to engage regularly with our stockholders to confirm their support for the design of the program. The last redesign of the program occurred in 2021 in response to stockholder feedback. The following table summarizes the key elements of target direct compensation for our 2025 executive compensation program. Our incentives are designed to drive overall corporate performance, achieve strategic goals, and focus individual performance using measures that correlate to stockholder value. As illustrated in the table, we tie our executive compensation program to our long-term business strategy by keeping our executive officers focused on, and rewarding them for, their execution of our strategy in support of both overall annual and long-term Company performance goals. 52 HOW WE PAY AND WHY:
SUMMARY OF 2025 EXECUTIVE COMPENSATION PROGRAM DESIGN
| | CASH COMPENSATION | | EQUITY COMPENSATION | | | | Base Salary | Annual Cash Incentive Awards | Performance-Based Long-Term Incentive Awards | Time-Based Long-Term Incentive Awards | | Key Characteristics | üFixed compensation component payable in cash. üOnly component of compensation that is fixed. üReviewed annually and adjusted when appropriate. | üAt-risk compensation component payable annually in cash. üAmount payable is based on actual performance against annually established goals. | ü60% of the value of equity awards is performance-based. üHalf of the performance- based award is eligible to vest at the end of three years based on Adjusted EBITDAre performance. üThe remaining half of the performance-based award is eligible to vest at the end of three years based on relative TSR performance. | ü40% of the value of equity awards is time- based. üGranted as RSUs that vest in annual installments over three years. | | Why We Pay This Element and How it Incentivizes Execution of Our Strategy | üProvide a base level of competitive cash compensation for executive talent. | üMotivate and reward executives for performance based on the Company’s achievement of key financial measures and individual performance, determined by each executive’s contribution to achieving the Company’s annual business plan. | üMotivate and reward executives for performance on key measures. üAlign the interests of executives with long-term stockholder value. üMeasures collective success at achieving pre-determined goals that drive stockholder value. | üAlign the interests of executives with long- term stockholder value. üRetain executive talent. | | How We Determine Amount | üExperience, job scope, market data, and individual performance. üSalaries of the named executive officers and department heads are approved by the Culture and Compensation Committee. | üFormulaic determination with a limit on the maximum amount payable. | üTarget awards are based on job scope, market data, and individual performance. üAmount of the awards that ultimately vest is capped. | üTarget awards are based on job scope, market data, and individual performance. |
PROCESS FOR SETTING TARGET COMPENSATION FOR 2025
PROCESS FOR SETTING TARGET COMPENSATION FOR 2025 The Culture and Compensation Committee annually reviews and approves total target direct compensation for senior executives. This consists of a salary, an annual cash incentive based on the target level of performance, an award of performance-based restricted stock units valued based on the target level of performance and an award of time-based restricted stock units that vest over three years. When approving total target compensation for senior executives, the Committee reviews tally sheets that detail the various elements of compensation for each executive officer. These tally sheets are used to evaluate the appropriateness of the total compensation package, to compare each executive officer’s total compensation opportunity and to ensure that the compensation appropriately reflects the compensation program’s focus on pay for performance. In addition to the tally sheets, data from three additional sources provided by Pay Governance, the Committee's independent consultant, were used by the Committee to provide context in setting total target compensation for senior executives: (1) pay data reported in 2024 proxy filings for peer companies, the primary data source used in establishing target compensation for the named executive officers, (2) 2024 general industry survey data of companies for non-real estate specific functions, size adjusted based on revenues, and (3) 2024 McLagan survey data focused on companies of similar size in terms of total capitalization. For more information on these data sources, the specific peer companies used and the Committee’s benchmarking process, see “Role of the Culture and Compensation Committee, Market Data and Peer Group” in this CD&A. The Committee used these data sources as a reference point to inform its establishment of compensation levels but did not target a specific compensation level relative to the data sources for any named executive officers or other senior executive officers. The Committee determined the size of each individual’s target compensation for 2025 based on each officer’s responsibilities and expected contributions. Target compensation for each component of the 2025 compensation program is set forth below for each named executive officer in the “2025 Compensation” section that follows.
Determining 2025 Compensation
Determining 2025 Compensation The Committee considered the following overarching principles in arriving at its 2025 compensation decisions: uListen to and Align with Stockholders: Carefully consider the feedback provided by stockholders during management’s extensive ESG-focused stockholder engagement initiative and make compensation decisions that are responsive to their views and appropriately aligned with their interests. Stockholder feedback was considered in the decision to ultimately redesign the performance-based portion of the Company’s long-term incentive program, beginning in 2022, to be based 100% on quantitative goals with full three-year cliff vesting. Since then, stockholder feedback has been generally supportive of the new program and our 2025 performance-based long-term incentive program continues to follow this design. uEstablish Appropriate Performance Measures: Take a holistic approach to goal setting and its implications for compensation. Review all metrics used in the program and make changes where appropriate to focus on value creation, while still retaining and strengthening the program’s use of objective, quantitative metrics to evaluate performance. 55 uRecognize Strong Performance and Leadership: Reward strong leadership, creative thinking, agility and successful execution of the Company’s business plan, including: delivering strong operational improvements and allocating capital through multiple means including acquisitions, reinvestments in our hotels, dividends and share repurchases. uConsider the Efforts of All Employees: Ensure that the Committee’s executive compensation decisions are consistent with compensation decisions for employees at all levels within the Company. uEvaluate Executive Performance on an Individual Basis: Ensure that executives are evaluated on an individual basis, rather than taking a one-size-fits-all approach, and that the evaluations take into account each executive’s contributions to and performance against the Company’s specific business objectives. uMotivate and Retain Key Employees and Executives: Ensure that compensation opportunities continue to retain and motivate the Company’s key employees and executives over the near-term and long-term. uUnderstand the Broader Compensation Landscape: Work closely with the Committee’s independent compensation consultant to evaluate and understand how companies within and outside our peer group are approaching compensation decisions. Set forth below is a detailed discussion of each element of our 2025 compensation program for our named executive officers, the decisions the Compensation Committee made in establishing executive compensation and the compensation received by our named executive officers as a result of Company performance.
ANNUAL CASH INCENTIVE
ANNUAL CASH INCENTIVE All employees participate in the annual cash incentive program. 2025 awards for the named executive officers were based on (1) the Company’s performance against two annual financial metrics, capital expenditure (Capex) Cash Flow and Return on Invested Capital ("ROIC"), and (2) individual performance based on contributions to achieving the Company’s annual business plan. These metrics for our annual incentive plan were approved by the Culture and Compensation Committee in February 2025. The annual cash incentive was weighted as follows for the named executive officers: 56 Capex Cash Flow is an operational metric measuring capital expenditure annual cash flow management. To maintain the quality and competitiveness of the Company’s hotels, increase revenue and reduce operating costs, the Company must make strategic reinvestment in our assets through capital expenditures. Capital expenditures and the reinvestments we have made in our portfolio, as discussed at the beginning of this CD&A, have been an important component of the Company's business plan in recent years. The effectiveness of these reinvestments can be measured in future RevPAR index improvements (a measure of market share), increased earnings, and in reduced operating costs. Target capital expenditures for 2025 were calculated based on the Board-approved capital plan, which excludes extraordinary events and is adjusted for hotel acquisitions and dispositions. This metric measures the Company’s achievement on completing the 2025 capital expenditure plan based on the actual annual capital expenditures versus the budget (i.e., the lower the spending on a capital project relative to the budget, the greater the level of achievement). The Board receives quarterly updates and monitors progress on the capital expenditure plan. ROIC is a return-based metric that provides an emphasis on investing capital effectively. ROIC is calculated by dividing hotel-level EBITDA by total invested capital for our comparable hotel properties. The metric excludes hotels acquired or disposed of during the year or hotels with disruptions that would make results non-comparable, using the same factors for determining a disruption event as in our SEC filings for reporting comparable hotel EBITDA. As the Company has invested heavily in its hotels through the Marriott and Hyatt Transformational Capital Programs and other significant redevelopment projects, ROIC is an important tool for measuring the effectiveness of the Company’s investment strategy. For more information on our definition of comparable hotels, the calculation of Comparable Hotel EBITDA and a reconciliation to the applicable GAAP measure, see the Company’s Annual Report on Form 10-K in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Comparable Hotel Results for Host Inc. and Host L.P.” on page 73. The comparable hotel results reported in our SEC filings include acquisitions during the year (and hence includes results prior to our ownership period) to provide a more complete comparison of year over year results for our current portfolio. These acquisitions are excluded from the calculation of ROIC, however, since they were acquired after budgets and targets were established at the beginning of the year by the Culture and Compensation Committee. Similarly, hotels that are held for sale are excluded from our comparable hotel results reported in our SEC filings but will be included in ROIC if held for the entirety of the year. For this reason, the hotels used for comparable hotels in our SEC filings may not be aligned with the set of hotels used to determine ROIC. Individual performance is assessed based on each executive’s contribution towards predetermined business objectives as set forth in the annual business plan. The business objectives for 2025 related to hotel revenue performance, implementing cost savings, capital allocation strategy, value enhancement and redevelopment at our properties, the capital expenditure plan, enterprise analytics, technology, investor relations, corporate responsibility, and organizational matters relating to culture and employee engagement. The Committee believes that including an individual performance component in the annual bonus plan is an important tool in motivating the executives to produce measurable performance results for the Company as a whole and for the executive’s individual area of responsibility, emphasizes the importance of teamwork and recognizes each executive’s role in achieving corporate imperatives. In 2025, the target annual cash incentive represented between 15% and 25% of the named executive officers’ total target direct compensation. The total amount that a named executive officer may earn depends on: (1) salary or eligible 57 earnings, because the award is calculated and paid as a percentage of the annual salary or amount earned, (2) the level of performance achieved on Capex Cash Flow and ROIC, and (3) the level of performance achieved on individual performance towards predetermined business objectives based on the Company’s annual business plan. Performance objectives were set early in 2025 at threshold, target and high levels and results are interpolated between these levels. The percentage of target earned for each performance level is as follows: threshold – 50%; target – 100%; and high – 200%. There is no bonus earned for a particular metric if performance is below threshold, and bonuses are capped at 200% of target. The chart below shows the target annual incentive award as a percentage of salary for each named executive officer in 2025. There were no changes to the target annual incentive awards as a percentage of salary from the prior year for Mr. Risoleo. Mr. Ghosh and Mr. Tyrrell's target award as a percentage of salary increased from 100% to 120% and Mr. Lentz and Ms. Aslaksen's target award as a percentage of salary increased from 100% to 110%. The increases were made to align total target compensation with market levels, based on the peer review of compensation practices conducted by the Culture and Compensation Committee discussed above, and reflective of each of the executive's continued growth in their respective roles.
TARGET ANNUAL INCENTIVE
TARGET ANNUAL INCENTIVE
TARGET ANNUAL INCENTIVE
| Name | Salary | Target as % of Salary | Target Annual Incentive | | Mr. Risoleo | $1,100,000 | 175 | $1,925,000 | | Mr. Ghosh | 700,000 | 120 | 840,000 | | Mr. Tyrrell | 670,000 | 120 | 804,000 | | Mr. Lentz | 570,000 | 110 | 627,000 | | Ms. Aslaksen | 570,000 | 110 | 627,000 |
TARGET ANNUAL INCENTIVE
2025 Results on Financial Measures: The threshold, target and high goals for Capex Cash Flow and ROIC were established in February 2025 by the Culture and Compensation Committee based on, and subject to review and approval of, the Company’s 2025 business plan and budget by the Board of Directors. ROIC goals are established on a per hotel basis and the goals set forth below are a weighted average of the individual hotel goals for our comparable hotels used in determining ROIC. The chart below shows these measures and the Company’s actual results for 2025, which were determined by the Committee in February 2026.
SUMMARY OF INDIVIDUAL PERFORMANCE ACHIEVEMENT
62 Summary of Annual Cash Incentive: Based on the Committee’s review and determinations discussed above, the named executive officers received the following annual cash incentive for 2025:
SUMMARY OF INDIVIDUAL PERFORMANCE ACHIEVEMENT
| | | | Results of 2025 Annual Incentive After Applying Achievement Levels | | | | | | Name | Target as % of Salary | Target Annual Incentive | Capex Cash Flow | ROIC | Individual Performance | Total Annual Incentive(1) | % of Target Achieved | | Mr. Risoleo | 175 | $1,925,000 | $2,069,760 | $857,267 | $770,000 | $3,697,100 | 192 | | Mr. Ghosh | 120 | 840,000 | 903,168 | 374,080 | 336,000 | 1,613,300 | 192 | | Mr. Tyrrell | 120 | 804,000 | 864,461 | 358,048 | 321,600 | 1,544,200 | 192 | | Mr. Lentz | 110 | 627,000 | 674,150 | 279,224 | 250,800 | 1,204,200 | 192 | | Ms. Aslaksen | 110 | 627,000 | 674,150 | 279,224 | 250,800 | 1,204,200 | 192 |
LONG-TERM INCENTIVES
LONG-TERM INCENTIVES The long-term incentives are equity-based awards and are denominated in performance-based and time-based restricted stock units. These awards represent the largest component of total target direct compensation for all named executive officers, representing between 52% and 77% in 2025. Dividends accrue on unvested awards, but are paid only when, and if, the restrictions on the awards lapse. The Company does not currently use stock options to compensate its directors, officers or employees. The Company discontinued the granting of options after 2016.
LONG-TERM INCENTIVES
| The majority of our long-term incentive compensation is performance-based. Performance-based restricted stock units are eligible to vest after three years upon achievement of relative TSR and Company Adjusted EBITDAre goals. These measures provide a link to stockholder value creation, with recognition of the other companies against which Host may be competing for capital. |
LONG-TERM INCENTIVES
Under the 2025 compensation program, awards of restricted stock units are eligible to vest based on the following: uPerformance-Based (60% of the target long-term incentive opportunity) restricted stock units that vest at the end of a three-year period: ■Adjusted EBITDAre Performance (half of the target performance-based opportunity) restricted stock units that vest based on achievement of a key measure of operating performance, with targets set and measured annually at the beginning of each year for 2025, 2026, and 2027, but with vesting only at the end of the three-year period; ■Relative TSR (half of the target performance-based opportunity) restricted stock units that vest based on the Company’s three-year performance period (2025-2027) compared to the performance of the NAREIT Lodging & Resorts Index; and uTime-based (40% of the target long-term incentive opportunity) restricted stock units that vest ratably over a three-year period. 63 The design of the 2025 equity-based awards is summarized below:
2025 RESTRICTED STOCK UNIT AWARDS
2025 RESTRICTED STOCK UNIT AWARDS The Culture and Compensation Committee believes the performance orientation and rigor of the 2025 long-term incentive program emphasizes long-term value creation and aligns the executive team's compensation with Company performance and stockholder outcomes over the long-term. Adjusted EBITDAre targets are established annually by the Committee at the beginning of each year. While the targets are set and measured annually, the 2025 awards will vest only in 2028 based on actual performance achieved for each year. We believe that the design of the plan, whereby performance goals are set at the beginning of the year for each of the three years, enables the Committee to ensure goals are appropriately rigorous and well-calibrated than would otherwise be possible if the goals for all years were set at the beginning of the three-year period. For more information on the Adjusted EBITDAre measure and a reconciliation to the applicable GAAP measure, see the Company’s Annual Report on Form 10-K in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Reconciliation of Net Income to EBITDA, EBITDAre and Adjusted EBITDAre for Host Inc. and Host L.P.” on page 68. Achievement levels for Adjusted EBITDAre and the relative TSR measure are set for threshold, at which 25% of shares may be earned, target, at which 50% of the shares may be earned and high performance, at which all shares are earned. No shares are earned if performance is below threshold, and results will be interpolated between the levels of threshold, target and high.
Shares Earned
| Name | Target Long-Term Incentive ($)(1) | 3-Year Time Based Units (#) | 3-Year Relative TSR Units 2025 - 2027 (Target) (#) | 3-Year Adjusted EBITDAre Units 2025 - 2027 (Target) (#) | Total Restricted Stock Units (Target) (#) | | Mr. Risoleo | $10,000,000 | 220,483 | 165,362 | 165,362 | 551,207 | | Mr. Ghosh | 3,000,000 | 66,145 | 49,609 | 49,609 | 165,363 | | Mr. Tyrrell | 2,420,000 | 53,357 | 40,018 | 40,018 | 133,393 | | Mr. Lentz | 1,540,000 | 33,954 | 25,466 | 25,466 | 84,886 | | Ms. Aslaksen | 1,320,000 | 29,104 | 21,828 | 21,828 | 72,760 |
(in millions)
Awards Eligible to Vest Based on 2023 - 2025 Adjusted EBITDAre Performance: The equity awards granted in 2025 will vest in 2028 based on the Company's Adjusted EBITDAre performance over the three-year period of 2025 to 2027, and therefore none of the awards were eligible to vest in 2025. The restricted units eligible to vest based on 2025 Adjusted EBITDAre performance reflect restricted stock unit awards that were granted in 2023 for performance over the three-year period of 2023 to 2025. These awards did not vest until February 2026 when the Culture and Compensation Committee met and made its determinations on performance measures. The actual Adjusted EBITDAre results from 2023 (performance outcome: between target and high) and 2024 (performance outcome: between target and high), as discussed in detail in our prior years' proxy statements, together with the 2025 results (performance outcome: high) discussed above, ultimately led to the restricted stock units being earned between the target and high levels. The chart below shows, for each named executive officer, the total number of restricted stock units granted in 2023 that were eligible to be earned based on Adjusted EBITDAre performance for the 2023 - 2025 measurement period, the target level of such restricted stock units, the actual number of such restricted stock units earned, and the number of such restricted stock units forfeited by each named executive officer.
(in millions)
| | Adjusted EBITDAre Restricted Stock Units | | | | | Name | Restricted Stock Units Granted (High) | Restricted Stock Units (Target) | Restricted Stock Units Earned | Restricted Stock Units Forfeited | | Mr. Risoleo | 287,640 | 143,820 | 230,406 | 57,234 | | Mr. Ghosh | 62,758 | 31,379 | 50,271 | 12,487 | | Mr. Tyrrell | 69,730 | 34,865 | 55,855 | 13,875 | | Mr. Lentz | 38,352 | 19,176 | 30,721 | 7,631 | | Ms. Aslaksen | 38,352 | 19,176 | 30,721 | 7,631 |
(in millions)
2025 Results on Relative TSR Measure: The equity awards granted in 2025 will vest based on the Company’s relative TSR performance over the three-year period from 2025 to 2027 and therefore none of the awards were eligible to vest in 2025. The equity awards eligible to vest for 2025 reflect performance-based restricted stock unit awards that were granted in 2023 and which were eligible to vest based on the Company’s relative TSR (measured as a percentile) compared to the NAREIT Lodging & Resorts Index for the period January 1, 2023 through December 31, 2025. The number of restricted stock units earned for the relative TSR portion of the long-term incentive program was at the high level based on the Company’s strong relative TSR performance over this period. As noted in the 2025 Performance Highlights at the beginning of this CD&A, total dividends declared for the year were $0.95 per share, for a total distribution of $654 million and a dividend yield of 5.4% based on the Company's closing stock price of $17.73 as of December 31, 2025. 66
THRESHOLD
THRESHOLD 30th Percentile (1)TSR is the increase in the price of the Company’s common stock at year-end December 2025 over the price at year-end December 2022, plus dividends paid on the Company’s common stock during each year. The stock price is calculated, in each case, as the average of the closing price of the Company’s common stock on The Nasdaq Stock Market on the last 60 calendar days of the year. The table below shows for each named executive officer, the actual number of restricted stock units that were eligible to vest based on the Company’s relative TSR over the three-year period of 2023 to 2025 and the number of restricted stock units earned and forfeited.
THRESHOLD
| | 2023 - 2025 TSR-Based Restricted Stock Units | | | | | Name | Restricted Stock Units Granted (High) | Restricted Stock Units Granted (Target) | Restricted Stock Units Earned | Restricted Stock Units Forfeited | | Mr. Risoleo | 287,640 | 143,820 | 287,640 | — | | Mr. Ghosh | 62,758 | 31,379 | 62,758 | — | | Mr. Tyrrell | 69,730 | 34,865 | 69,730 | — | | Mr. Lentz | 38,352 | 19,176 | 38,352 | — | | Ms. Aslaksen | 38,352 | 19,176 | 38,352 | — |
THRESHOLD
Summary of Performance-Based Restricted Stock Units Results: The chart below summarizes the number of performance-based restricted stock units that were eligible to vest for 2025 and the number of performance-based restricted stock units earned and forfeited by the named executive officers for 2025. The total number of performance- based restricted stock units earned exceeded target for 2025 due to the Company’s strong results on Adjusted EBITDAre (performance outcome: between target and high) and relative TSR (performance outcome: high). 67
THRESHOLD
| Name | Total Restricted Stock Units Eligible to Vest For 2025 | Total Restricted Stock Units Earned For 2025 | Total Restricted Stock Units Forfeited For 2025 | | Mr. Risoleo | 575,280 | 518,046 | 57,234 | | Mr. Ghosh | 125,516 | 113,029 | 12,487 | | Mr. Tyrrell | 139,460 | 125,585 | 13,875 | | Mr. Lentz | 76,704 | 69,073 | 7,631 | | Ms. Aslaksen | 76,704 | 69,073 | 7,631 |
Role of the Culture and Compensation Committee, Market Data and Peer
Role of the Culture and Compensation Committee, Market Data and Peer
Group
Group The Culture and Compensation Committee reviews compensation levels, trends and practices every year and has retained an independent compensation consultant, Pay Governance (as discussed in more detail below), to assist in its review. In addition to a review of program design, the Committee annually reviews and approves total target direct compensation levels for senior executives. Data from three sources was approved by the Committee for use in generally assessing and comparing pay levels at the Company and for setting target compensation for 2025. These were (1) pay data reported in 2024 proxy filings for peer companies, (2) 2024 general industry survey data of companies for non-real estate specific functions, size adjusted based on revenues, and (3) 2024 McLagan survey data focused on companies of similar size in terms of total capitalization. The proxy peer group pay data is the primary data source used in establishing total target compensation for the named executive officers. The other two data sources were also used in establishing total target compensation for members of the senior executive team. These other data sources may also be used in setting target compensation for the named executive officers. The Committee may also consider other broad compensation data sources as it determines necessary. The peer group is reviewed on a regular basis and is generally comprised of 15-25 companies to provide robust market data. The peer group companies primarily operate in the real estate and/or hospitality industries and with North American operations or a similar business model to that of the Company. The companies are generally our competitors for talent and/or investment capital. They are screened based on size and generally fall within a range of a market capitalization that is 0.25 times to 5 times that of the Company, assets within a range of 0.40 times to 2.5 times that of the Company, and revenues in the range of 0.40 times to 2.5 times that of the Company. For 2025 compensation decisions, the Committee continued to use the same peer group as in the prior year except that Welltower, Inc. was removed given its continued position above the asset size screening parameter. As a result, the compensation peer group consisted of the following 16 companies:
Group
| COMPENSATION PEER GROUP | | | Alexandria Real Estate Equities, Inc. | Hyatt Hotels Corporation | | AvalonBay Communities, Inc. | Kimco Realty Corporation | | BXP, Inc. (formerly Boston Properties, Inc.) | Marriott International, Inc. | | Equity Residential | Park Hotels & Resorts, Inc. | | Essex Property Trust, Inc. | Regency Centers | | Federal Realty Investment Trust | UDR, Inc. | | Healthpeak Properties, Inc. | Ventas, Inc. | | Hilton Worldwide Holdings, Inc. | Vornado Realty Trust |
Role of the Compensation Consultant
Role of the Compensation Consultant Pursuant to its charter, the Culture and Compensation Committee is authorized to engage, retain and terminate any consultant, as well as approve the consultant’s fees, scope of work and other terms of retention. Starting in 2010, the Committee retained Pay Governance LLC as its advisor. Pay Governance advises and consults with the Committee on compensation issues, compensation design and trends, and keeps the Committee apprised of regulatory, legislative, and accounting developments and competitive practices related to executive compensation. Pay Governance assists the Committee in the design, structure and implementation of the current executive compensation program. It also reviews, at the direction of the Committee, compensation levels, trends and practices at least annually. Pay Governance does not determine the exact amount or form of executive compensation for any executive officers. Pay Governance reports directly to the Committee and representatives of Pay Governance, when requested, attend meetings of the Committee, are available to participate in executive sessions and communicate directly with the Committee Chair or its members outside of meetings. Pay Governance has also served as a consultant retained by the Nominating, Governance and Corporate Responsibility Committee to assist the Committee with its review of the compensation of independent directors. Pay Governance is retained by and conducts its work at the direction and request of the Board committees. It is not retained by, and does no work directly for, the Company. In compliance with the disclosure requirements of the SEC regarding the independence of compensation consultants, Pay Governance addressed each of the six independence factors established by the SEC with the Culture and Compensation Committee. Its responses affirmed the independence of Pay Governance on executive compensation matters. Based on this assessment, the Committee determined that the engagement of Pay Governance does not raise any conflicts of interest or similar concerns. The Committee also evaluated the independence of other outside advisors to the Committee, including outside legal counsel, considering the same independence factors and concluded that their work for the Committee does not raise any conflicts of interest. The Culture and Compensation Committee may delegate any or all of its responsibilities to a subcommittee but did not do so in 2025. The Committee’s Report on Executive Compensation appears later in this proxy statement.
SEVERANCE PLAN
SEVERANCE PLAN The Company has a severance plan that has been in effect since 2003 and applies to employees at the level of senior vice president and above. The Culture and Compensation Committee believes that a severance plan allows the Company to provide properly designed severance benefits on a consistent basis, which promotes stability and continuity of senior management. As part of the annual executive compensation review process, the Committee reviews the key terms of the severance plan with its compensation consultant. The provision of severance upon a change-in-control aligns the Company’s interests with its stockholders by eliminating distractions that arise with the uncertainty of these transactions and avoiding the loss of key members of management during a critical period. The severance plan requires a “double trigger” for payment in the context of a change-in-control, that is, there must be both a change in control and a termination by the Company without “cause” or by the executive for “good reason” in the period beginning 30 days prior to the change in control and ending one year after the change-in-control. The severance plan does not provide for tax gross-ups on any payments made in connection with a termination or a change in control. The cost of any excise tax that a member of senior management might incur related to a payment under the plan would be borne by the individual. In addition, prior to its annual compensation determinations, the Committee reviews the level of severance pay and benefits that the named executive officers would receive under the plan and under equity award agreements. Under the restricted stock unit agreements, a change in control coupled with a triggering event would result in the acceleration and vesting of all long- term incentive awards. For additional information regarding the severance plan, including an estimate of payments the named executive officers would have been entitled to receive on December 31, 2025 upon various termination events, see “Executive Officer Compensation—Severance, Retirement and Change in Control Payments.”
Summary Compensation Table for Fiscal Year 2025
Summary Compensation Table for Fiscal Year 2025
Summary Compensation Table for Fiscal Year 2025
| Name | Year | Salary(1) | Stock Awards(2) | Non-Equity Incentive Plan Compensation(3) | All Other Compensation(4) | Total | | Richard E. Marriott (*) Chairman of the Board | 2025 | $396,777 | — | $512,100 | $68,606 | $977,483 | | | 2024 | 396,777 | — | 460,800 | 74,314 | 931,891 | | | 2023 | 396,777 | — | 525,900 | 65,106 | 987,783 | | James F. Risoleo President and Chief Executive Officer | 2025 | 1,100,000 | $9,569,880 | 3,697,100 | 468,244 | 14,835,223 | | | 2024 | 1,100,000 | 11,418,105 | 3,365,400 | 546,872 | 16,430,377 | | | 2023 | 1,050,000 | 12,746,827 | 3,511,400 | 386,359 | 17,694,586 | | Sourav Ghosh Executive Vice President, Chief Financial Officer | 2025 | 700,000 | 2,785,476 | 1,613,300 | 249,886 | 5,348,662 | | | 2024 | 675,000 | 3,224,078 | 1,180,100 | 209,639 | 5,288,817 | | | 2023 | 600,000 | 2,750,354 | 1,180,300 | 218,796 | 4,749,450 | | Nathan S. Tyrrell Executive Vice President, Chief Investment Officer | 2025 | 670,000 | 2,319,025 | 1,544,200 | 212,566 | 4,745,792 | | | 2024 | 650,000 | 2,835,166 | 1,071,400 | 193,500 | 4,750,066 | | | 2023 | 600,000 | 3,278,861 | 1,120,300 | 211,229 | 5,210,390 | | Michael E. Lentz Executive Vice President, Development, Design & Construction | 2025 | 570,000 | 1,454,894 | 1,204,200 | 142,260 | 3,371,354 | | | 2024 | 550,000 | 1,723,537 | 906,600 | 173,552 | 3,353,689 | | | 2023 | 500,000 | 1,606,462 | 983,600 | 157,503 | 3,247,565 | | Julie P. Aslaksen Executive Vice President, General Counsel and Secretary | 2025 | 570,000 | 1,266,027 | 1,204,200 | 172,598 | 3,212,825 | | | 2024 | 550,000 | 1,531,651 | 961,600 | 128,264 | 3,171,514 | | | 2023 | 510,000 | 1,764,861 | 952,300 | 73,581 | 3,300,742 |
Summary Compensation Table for Fiscal Year 2025
*Mr. Marriott is not a named executive officer under the SEC rules, but summary compensation information is provided in the interest of full disclosure. (1)Salary. Salary is established at an annual rate, determined on the basis of a 52-week year, and is paid bi-weekly. The amount listed in the salary column includes amounts deferred at the election of the named executive officer under our Executive Deferred Compensation Plan in any such year. (2)Stock Awards. The amounts in this column reflect the aggregate grant date fair value of restricted stock unit awards calculated in accordance with FASB ASC Topic 718, based upon the probable outcome of the performance conditions as of the grant date for performance-based awards, excluding the effect of estimated forfeitures, which is the methodology that the Company uses to expense the awards for accounting purposes. The Culture and Compensation Committee makes its assessments on the appropriate share amounts for restricted stock unit awards using a 60 calendar day average of the closing stock prices of the Company's common stock in order to mitigate the effects of volatility. Differences between grant date stock price value and the 60- day average price will result in differing valuations. For that reason, the 2025 target compensation values discussed previously in the Compensation Discussion and Analysis (CD&A) section may be higher or lower than the grant date fair value of the award for accounting purposes and as reflected on the Summary Compensation Table above. The CD&A explains the conditions for vesting of the restricted stock units, which for 2025 are: (i) the Company’s performance against annual Adjusted EBITDAre goals, which vests at the end of a three-year period, (ii) the results of the Company’s total stockholder return compared against the NAREIT Lodging & Resorts Index over a three-year performance period, and (iii) time- based, with restricted stock units vesting over a three-year period in substantially equal installments. The values included in the table for 2025 reflect the full value of the 2025 awards with time-based vesting or vesting based on three-year total stockholder return, but only the portion of the awards that vest based on Adjusted EBITDAre that are tied to 2025 performance, because annual performance goals for this metric are set at the beginning of the applicable year. Since future year targets were not set as of December 31, 2025, there was no grant date fair value for accounting purposes for those portions of the award that vest based on Adjusted EBITDAre performance for 2026 and 2027. Similarly, the amounts shown in the table for 2025 also include the portion of the restricted stock units granted in 2023 and 2024 that vest based on 2025 Adjusted EBITDAre performance, which performance goals were set at the beginning of 2025. 74 Assuming the highest level of performance is achieved and all restricted stock units vest, the fair value of the 2025 restricted stock unit awards calculated in accordance with FASB ASC Topic 718 would be as follows: Mr. Risoleo, $11,830,691; Mr. Ghosh, $3,413,053; Mr. Tyrrell, $2,868,844; Mr. Lentz, $1,792,738 and Ms. Aslaksen, $1,566,548. These amounts reflect the maximum value of the time-based and three-year total stockholder return vesting portions and the maximum value of the tranches of the restricted stock units granted in 2023, 2024, and 2025 that vest based on 2025 Adjusted EBITDAre performance. For information on the assumptions and methodology used in calculating the grant date fair values based on the probability of achievement at target as reflected in the table, see “Note 9—Employee Stock Plans—Senior Executive Plan” in the Notes to Consolidated Financial Statements in our 2025 Annual Report on Form 10-K. (3)Non-Equity Incentive Plan Compensation. These amounts reflect the annual cash incentive awards paid to each named executive officer or deferred under the Executive Deferred Compensation Plan. (4)All Other Compensation. All Other Compensation consists of the following amounts: uMatching contributions of $11,750 made under the Retirement and Savings Plan (401(k) Plan) to each of Mr. Marriott, Mr. Risoleo, Mr. Ghosh, Mr. Tyrrell, Mr. Lentz and Ms. Aslaksen. uDiscretionary matching contributions of $11,750 made under the Retirement and Savings Plan to each of Mr. Marriott, Mr. Risoleo, Mr. Ghosh, Mr. Tyrrell, Mr. Lentz and Ms. Aslaksen. uMatching contributions made under the Executive Deferred Compensation Plan as follows: Mr. Marriott, $22,553; Mr. Risoleo, $166,866; Mr. Ghosh, $63,408; Mr. Tyrrell, $57,869; Mr. Lentz, $47,277 and Ms. Aslaksen, $48,948. uDiscretionary matching contributions made under the Executive Deferred Compensation Plan as follows: Mr. Marriott, $22,553; Mr. Risoleo, $166,866; Mr. Ghosh, $63,408; Mr. Tyrrell, $57,869; Mr. Lentz, $47,277; and Ms. Aslaksen, $48,948. uPerquisites and other personal benefits provided to Mr. Risoleo in 2025 equaled $67,020, which includes dining and complimentary rooms and other hotel services when on personal travel at hotels owned by us or managed by our major operators (in an amount equal to $37,549), financial planning and tax services, commuting expenses, a club membership to facilitate business events and meetings, and spousal travel for business events. Perquisites and other personal benefits provided to other named executive officers in 2025 included dining and complimentary rooms and other hotel services when on personal travel at hotels owned by us or managed by our major operators, financial planning and tax services, executive physicals, and spousal travel for business events. The amounts were as follows: Mr. Ghosh, $51,478 (of which dining, rooms and hotel services totaled $44,448); Mr. Tyrrell, $36,591; Mr. Lentz $14,681 and Ms. Aslaksen, $28,110 (of which dining, rooms and hotel services totaled $26,110). For 2025, there were no reportable perquisites or other personal benefits provided to Mr. Marriott. uTax reimbursements associated with the 2025 perquisites and other personal benefits as follows: Mr. Risoleo, $43,991; Mr. Ghosh, $48,093; Mr. Tyrrell, $36,737; Mr. Lentz, $9,525 and Ms. Aslaksen, $23,092. 75
Grants of Plan-Based Awards in Fiscal Year 2025
Grants of Plan-Based Awards in Fiscal Year 2025 The following table provides information about the possible payments under our annual cash incentive award in 2025 and the awards of restricted stock units in 2025.
Grants of Plan-Based Awards in Fiscal Year 2025
| Name | Grant Date | Estimated Possible Payments Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payments Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards(3) # | Full Grant Date Fair Value (4) | | | | Threshold $ | Target $ | Maximum $ | Threshold # | Target # | Maximum # | | | | Richard E. Marriott | 5-Feb-25 | $148,791 | $297,583 | $595,166 | | | | | | | James F. Risoleo | 5-Feb-25 | 962,500 | 1,925,000 | 3,850,000 | | | | | | | | 5-Feb-25 | | | | 159,244 | 318,489 | 636,977 | | $5,960,573 | | | 5-Feb-25 | | | | | | | 220,483 | 3,609,307 | | Sourav Ghosh | 5-Feb-25 | 420,000 | 840,000 | 1,680,000 | | | | | | | | 5-Feb-25 | | | | 45,694 | 91,388 | 182,776 | | 1,702,682 | | | 5-Feb-25 | | | | | | | 66,145 | 1,082,794 | | Nathan S. Tyrrell | 5-Feb-25 | 402,000 | 804,000 | 1,608,000 | | | | | | | | 5-Feb-25 | | | | 38,626 | 77,252 | 154,504 | | 1,445,571 | | | 5-Feb-25 | | | | | | | 53,357 | 873,454 | | Michael E. Lentz | 5-Feb-25 | 313,500 | 627,000 | 1,254,000 | | | | | | | | 5-Feb-25 | | | | 24,078 | 48,156 | 96,312 | | 899,067 | | | 5-Feb-25 | | | | | | | 33,954 | 555,827 | | Julie P. Aslaksen | 5-Feb-25 | 313,500 | 627,000 | 1,254,000 | | | | | | | | 5-Feb-25 | | | | 21,095 | 42,190 | 84,380 | | 789,595 | | | 5-Feb-25 | | | | | | | 29,104 | 476,432 |
Grants of Plan-Based Awards in Fiscal Year 2025
(1)As described under “Annual Cash Incentive” in the CD&A, these are amounts that may be earned based on the performance of the Company in achieving one-year performance goals based on capital expenditure cash flow and return on invested capital, and on the personal performance by each executive towards achieving the Company’s annual business plan as approved by the Culture and Compensation Committee. The actual amounts earned by the named executive officers in 2025 are reflected in the Summary Compensation Table under the column “Non-Equity Incentive Plan Compensation” and are described in the CD&A under “2025 Compensation Results—Annual Cash Incentive.” (2)Under our 2025 compensation program, senior management received a restricted stock unit award on February 5, 2025, which was eligible to vest subject to performance conditions. The performance conditions of the restricted stock units under our 2025 compensation program are (i) the Company’s performance against Adjusted EBITDAre goals for 2025 which will vest in 2028, and (ii) the results of the Company’s annual total stockholder return compared against the NAREIT Lodging & Resorts Index over a forward-looking three-year performance period. Dividends accrue on the restricted stock units but are not paid unless the restricted stock units vest. The amounts shown in the table also include the portion of the restricted stock units under our 2023 and 2024 compensation programs that are earned based on 2025 Adjusted EBITDAre performance goals set at the beginning of 2025 and vest in 2026 and 2027. See the Outstanding Equity Awards at 2025 Fiscal Year End table below for additional information on these awards. (3)Under our 2025 compensation program, senior management received a time-based restricted stock unit award on February 5, 2025 with restricted stock units vesting annually over a three-year period measured from the grant date in substantially equal installments, provided the executive remains employed by the Company at the time of vesting. The full number of restricted stock units that could vest during the three-year period is shown, even though the executive will not fully vest in these units until the third anniversary of the grant date. (4)The amounts reflect the grant date fair value of restricted stock unit awards calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. See “Note 9—Employee Stock Plans—Senior Executive Plan” in the Notes to Consolidated Financial Statements in our 2025 Annual Report on Form 10-K for information on the assumptions and methodology used in calculating the grant date fair values. 76
Outstanding Equity Awards at 2025 Fiscal Year End
Outstanding Equity Awards at 2025 Fiscal Year End The following table summarizes all the equity awards made to the named executive officers that were outstanding as of December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year End
| | | OPTION AWARDS (1) | | | | STOCK AWARDS | | | | | Name | Grant Date | Number of Shares Underlying Unexercised Options Exercisable # | Number of Shares Underlying Unexercised Options Unexercisable # | Option Exercise Price $ | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (2) # | Market Value of Shares or Units of Stock that have not Vested (2) $ | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have not Vested (3) # | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested (4) $ | | James F. Risoleo | 08-Feb-23 | | | | | 63,920 | 1,133,302 | 575,280 | 10,199,714 | | | 07-Feb-24 | | | | | 133,510 | 2,367,132 | 525,693 | 9,320,537 | | | 05-Feb-25 | | | | | 220,483 | 3,909,164 | 496,086 | 8,795,600 | | Sourav Ghosh | 08-Feb-23 | | | | | 13,947 | 247,280 | 125,516 | 2,225,399 | | | 07-Feb-24 | | | | | 39,421 | 698,934 | 155,218 | 2,752,006 | | | 05-Feb-25 | | | | | 66,145 | 1,172,751 | 148,827 | 2,638,707 | | Nathan S. Tyrrell | 08-Feb-23 | | | | | 15,496 | 274,744 | 139,460 | 2,472,626 | | | 07-Feb-24 | | | | | 32,727 | 580,250 | 128,860 | 2,284,688 | | | 05-Feb-25 | | | | | 53,357 | 946,020 | 120,054 | 2,128,562 | | Michael E. Lentz | 14-Mar-16 | 13,980 | — | 16.87 | 14-Mar-26 | | | | | | | 08-Feb-23 | | | | | 8,523 | 151,113 | 76,704 | 1,359,962 | | | 07-Feb-24 | | | | | 20,826 | 369,245 | 82,001 | 1,453,878 | | | 05-Feb-25 | | | | | 33,954 | 602,004 | 76,398 | 1,354,532 | | Julie P. Aslaksen | 08-Feb-23 | | | | | 8,523 | 151,113 | 76,704 | 1,359,962 | | | 07-Feb-24 | | | | | 17,851 | 316,498 | 70,287 | 1,246,189 | | | 05-Feb-25 | | | | | 29,104 | 516,014 | 65,484 | 1,161,031 |
Outstanding Equity Awards at 2025 Fiscal Year End
(1)Mr. Lentz's option awards are fully vested and have a 10-year life from the date of grant. The Company discontinued granting options after 2016. (2)These columns reflect the number and value of time-based restricted stock units awarded under our 2023, 2024 and 2025 compensation programs. The restricted stock units vest annually over a three-year period measured from the grant date in substantially equal installments provided the executive remains employed by the Company at the time of vesting. For the 2025 award, the full three-year number of restricted stock units is shown, even though the executive will not fully vest in these restricted stock units until February 5, 2028. For the 2024 award, the remaining two-thirds of the unvested award is shown. For the 2023 award, the remaining one-third of the unvested award is shown. The value is based on the closing price of our stock on December 31, 2025 of $17.73 multiplied by the number of restricted stock units. (3)The number of shares under this column includes restricted stock units awarded under our 2023, 2024 and 2025 compensation programs which are eligible to vest subject to the attainment of performance conditions. The 2023 award vests based on (i) performance against Adjusted EBITDAre goals for 2023, 2024 and 2025; while the goals are set annually, the award vests only in 2026, and (ii) the results of the Company’s total stockholder return over a three-year performance period from 2023-2025. The 2024 award vests based on (i) performance against Adjusted EBITDAre goals for 2024, 2025 and 2026; while the goals are set annually, the award vests only in 2027, and (ii) the results of the Company’s total stockholder return over a three-year performance period from 2024-2026. The 2025 award vests based on (i) performance against Adjusted EBITDAre goals for 2025, 2026 and 2027; while the goals are set annually, the award vests only in 2028, and (ii) the results of the Company’s total stockholder return over a three- year performance period from 2025-2027. For all awards, the Company’s total stockholder return performance is compared against the NAREIT Lodging & Resorts Index over a three-year performance period. For the portions of the awards eligible to vest for 2025, the determination of whether and to what extent those measures were satisfied was made by the Culture and Compensation Committee in February 2026. The number of shares shown assumes maximum performance, except the restricted stock units eligible to vest based on performance against Adjusted EBITDAre goals for 2026 and 2027 are shown based on threshold performance. (4)The value is calculated based on the closing price of our stock on December 31, 2025 of $17.73 multiplied by the number of performance-based awards shown in the prior column. 77
Option Exercises and Stock Vested in Fiscal Year 2025
Option Exercises and Stock Vested in Fiscal Year 2025 The chart below shows stock awards that vested by the named executive officers during 2025. No stock options were exercised by the named executive officers in 2025. The Company does not currently use stock options to compensate its directors, officers or employees. The Company discontinued the granting of options after 2016. The performance-based restricted stock units shown vested in February 2025 based on performance against annual Adjusted EBITDAre goals for 2022, 2023 and 2024 and the results of the Company's total stockholder return performance over a three-year period from 2022 to 2024. Restricted stock units which vested based on performance for 2025 did not vest until February 2026 when the Culture and Compensation Committee met and made its determinations on performance measures and are not included in the table below.
Option Exercises and Stock Vested in Fiscal Year 2025
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise # | Value Realized on Exercise | Number of Shares Acquired on Vesting(1) # | Value Realized on Vesting(2) | | James F. Risoleo | — | — | 649,038 | $10,986,312 | | Sourav Ghosh | — | — | 162,355 | 2,748,396 | | Nathan S. Tyrrell | — | — | 174,858 | 2,960,983 | | Michael E. Lentz | — | — | 86,861 | 1,469,968 | | Julie P. Aslaksen | — | — | 88,946 | 1,505,753 |
Option Exercises and Stock Vested in Fiscal Year 2025
(1)These are (i) performance-based awards that vested on February 18, 2025, the date that the Culture and Compensation Committee determined the results on performance measures for 2024, and (ii) time-based restricted stock units that vested during 2025. (2) The value realized on vesting is determined by multiplying the shares vested by the closing prices of the Company’s common stock on the applicable dates of vesting.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation The Company has an Executive Deferred Compensation Plan in which the named officers participate. This is the only non-qualified retirement plan offered to senior executives. The Company does not have a pension plan and does not have a supplemental executive retirement program. The following table summarizes the named executive officers’ compensation under the Executive Deferred Compensation Plan as of December 31, 2025. The aggregate balance shown includes amounts earned through December 31, 2025 and voluntarily deferred.
Nonqualified Deferred Compensation
| Name | Executive Contributions in Last Fiscal Year | Company Contributions in Last Fiscal Year | Company Discretionary Contributions in Last Fiscal Year(1) | Aggregate Earnings in Last Fiscal Year | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last Fiscal Year-End (1) | | James F. Risoleo | $357,232 | $166,866 | $166,866 | $1,404,482 | — | $14,408,981 | | Sourav Ghosh | 150,316 | 63,408 | 63,408 | 239,184 | — | 1,690,470 | | Nathan S. Tyrrell | 139,238 | 57,869 | 57,869 | 415,439 | — | 3,070,881 | | Michael E. Lentz | 177,081 | 47,277 | 47,277 | 205,896 | — | 1,503,153 | | Julie P. Aslaksen | 122,454 | 48,948 | 48,948 | 43,772 | — | 437,686 |
Nonqualified Deferred Compensation
(1)Amounts reflect vested values as of December 31, 2025 for all named executive officers. Amounts shown in the “Aggregate Balance at Last Fiscal Year-End” column include the Company’s discretionary contributions for fiscal year 2025, even though such amounts were not deposited into the accounts under the Executive Deferred Compensation Plan until February 2026. 78 Under the Executive Deferred Compensation Plan, participants may defer any portion of their base salary or any amounts awarded under the annual cash incentive award program. Participants direct their deferrals into investment funds, which are substantially the same funds available for investment under the 401(k) Plan. Participants’ accounts may or may not appreciate, and may depreciate, depending on the performance of their investment choices. The Company does not guarantee any returns and none of the investment choices provide interest at above-market rates. The Company matches $0.50 of each $1.00 deferred, up to a maximum of 8% of the participant’s compensation less the amount credited to the 401(k) Plan. The Company may provide an annual discretionary matching contribution of up to $0.50 on each $1.00 deferred up to 8% of the participant’s compensation. Participants fully vest in Company contributions after three years of continued employment. The vesting schedule is 33% vesting after one year; 66% vesting after two years; and 100% vesting after three years or more. All named executive officers who have contributed to the plan are fully vested. Company contributions are fully vested (100%) for distributions related to normal retirement, death, disability and change of control. The Executive Deferred Compensation Plan offers automatic lump sum distributions upon death or disability. The participant may elect to receive lump sum or installment distributions upon separation from service, or with respect to his or her deferrals only (but not Company contributions) on such other dates certain that a participant may elect. Such elections are made at the time the participant elects to defer compensation for a year. However, “key employee” distributions payable upon separation from service will be delayed for six months. Participants may also elect to receive a lump sum distribution of their account in the event of a change in control. Plan assets are held in a rabbi trust.
CEO Pay Ratio
CEO Pay Ratio
CEO Pay Ratio
| As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following information regarding the relationship between the annual total compensation of our employees and the annual total compensation of Mr. Risoleo, our Chief Executive Officer. We consider the pay ratio specified herein to be a reasonable estimate, calculated in a manner intended to be consistent with Item 402(u) of Regulation S-K. | 61:1 CEO PAY RATIO |
CEO Pay Ratio
| 3x lower than the median | The Company’s CEO pay ratio ranks within the lowest 10% among S&P 500 companies and is 3x lower than the median ratio for S&P 500 companies (195:1) |
CEO Pay Ratio
We believe executive pay must be internally consistent and equitable to motivate our employees to create stockholder value. We are committed to internal pay equity, and the Culture and Compensation Committee monitors the relationship 82 between the pay our executive officers receive and the pay our employees receive. We recognize that our continued success is highly dependent upon the retention of experienced, motivated and loyal employees at all levels of our organization. We continually review our compensation practices to ensure that the compensation of every employee reflects the level of his or her position and responsibilities and is reviewed so as to be competitive to similar positions in the applicable labor market, while maintaining an appropriate balance between executive compensation and our overall compensation levels. By doing so, we maintain a highly qualified, stable workforce, which is reflected in the fact that the average tenure with the Company is 14 years. The compensation program for all employees is aligned with the structure of executive officer compensation. The primary components of compensation for both employees and executive officers include: base salary, annual cash incentive bonus, and long-term incentive equity-based compensation (which is granted to all employees at or above upper middle management). The same metrics (return on invested capital and capital expenditure cash flow) are the primary components for determining the annual cash incentive bonus for both employees and executive officers. There are, however, some differences in the design of the long-term incentive equity-based compensation. While the long-term equity incentive grants for both executive officers and upper middle management include a total stockholder return component and a component based on Company performance against Adjusted EBITDAre targets, the grants for upper middle management are also based in part on individual performance objectives. In contrast, the equity incentive grants for executive officers do not include individual performance objectives and are solely based on quantitative metrics. Our compensation and benefit programs are designed to encourage and reward all employees who contribute to our success. For more information on the Company’s compensation philosophy, see “Our Compensation Program” within the CD&A. Mr. Risoleo had 2025 annual total compensation of $14,835,223 as reflected in the Summary Compensation Table included in this proxy statement. Our median employee’s annual total compensation for 2025 was $243,291, as determined in the same manner as the total compensation for Mr. Risoleo. Based on this information, for 2025, the estimated ratio of the median of the annual total compensation of all of our employees (other than our CEO) to the annual compensation of our CEO was 1 to 61. As permitted under SEC rules, we are using the same median employee for our 2025 pay ratio calculation as we used for our 2023 pay ratio calculation because we did not experience any meaningful changes in our employee population or employee compensation arrangements during 2024 or 2025 that we reasonably believe would significantly impact our pay ratio disclosure. To identify the median employee from our employee population for purposes of our 2023 pay ratio calculation, we determined the annual total compensation of each of our employees as of December 31, 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. We considered all Company employees, including those working less than 40 hours per week, and included base salary, annual incentive bonus, and stock compensation for purposes of determining the median employee. Using this methodology, we determined that our median employee was a full-time employee with the title of manager.
Pay Versus Performance
Pay Versus Performance The following table sets forth information concerning the compensation of our chief executive officer (principal executive officer or PEO) and the Company’s other named executive officers (NEOs) for 2021 through 2025 and our financial performance for each such year.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO (1) | Average Summary Compensation Table Total for non-PEO NEOs | Average Compensation Actually Paid to non-PEO NEOs (1) | Value of Initial Fixed $100 Investment Based On | | Net Income (in millions) | Adjusted EBITDAre (3) (in millions) | | | | | | | Total Stockholder Return | Peer Group Total Stockholder Return(2) | | | | 2025 | $14,835,223 | $23,444,743 | $4,169,658 | $5,897,901 | $146.56 | $115.35 | $776 | $1,757 | | 2024 | 16,430,377 | 14,939,111 | 4,141,022 | 3,843,547 | 136.65 | 121.59 | 707 | 1,656 | | 2023 | 17,694,586 | 29,907,884 | 4,127,037 | 6,361,224 | 144.60 | 124.07 | 752 | 1,629 | | 2022 | 14,474,484 | 17,474,419 | 3,478,720 | 3,977,313 | 113.38 | 100.12 | 643 | 1,498 | | 2021 | 11,520,730 | 16,474,154 | 2,814,068 | 3,681,933 | 118.87 | 118.22 | (11) | 532 |
Pay Versus Performance
(1)Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:
Pay Versus Performance
| Year | PEO | Non-PEO NEOs | | 2025 | James F. Risoleo | Sourav Ghosh, Nathan Tyrrell, Michael Lentz and Julie Aslaksen | | 2024 | James F. Risoleo | Sourav Ghosh, Nathan Tyrrell, Michael Lentz and Julie Aslaksen | | 2023 | James F. Risoleo | Sourav Ghosh, Nathan Tyrrell, Michael Lentz and Julie Aslaksen | | 2022 | James F. Risoleo | Sourav Ghosh, Nathan Tyrrell, Michael Lentz and Julie Aslaksen | | 2021 | James F. Risoleo | Sourav Ghosh, Nathan Tyrrell, Julie Aslaksen and Joanne Hamilton |
Pay Versus Performance
Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable year, adjusted as set forth in the table below. The dollar amounts shown do not reflect the value of vested compensation actually received by our NEOs during the applicable year. Instead, the dollar amounts also include the values of unvested and vested equity awards during the applicable year based on year-end stock prices, various accounting valuation assumptions and projected performance related to our performance-based restricted stock units. “Compensation actually paid,” determined in accordance with SEC rules, will generally fluctuate due to stock price achievement and varying levels of projected and actual achievement of performance goals applicable to our restricted stock units. For a discussion of how our Culture and Compensation Committee assesses performance and our NEOs’ pay each year, please see the Compensation Discussion & Analysis section of the proxy statements reporting pay for the applicable fiscal years. 84
Pay Versus Performance
| | 2021 | | 2022 | | 2023 | | | Adjustments | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | Deduction for amounts reported under the “Stock Awards” columns in the Summary Compensation Table for the year | $(7,370,377) | $(1,338,855) | $(10,291,269) | $(2,004,567) | $(12,746,827) | $(2,350,134) | | Increase based on ASC 718 Fair Value of awards granted during applicable year that remain unvested as of the applicable year end, determined as of the applicable year end | 10,732,579 | 1,957,339 | 10,795,390 | 2,084,805 | 15,404,665 | 2,833,830 | | Increase/deduction for awards granted during prior years that were outstanding and unvested as of the applicable year end, determined based on the change in ASC 718 Fair Value from the prior year end to the applicable year end | 1,999,365 | 300,493 | 1,105,617 | 188,800 | 6,067,498 | 1,142,419 | | Increase/deduction for awards granted during prior years that vested during the applicable year, determined based on change in ASC 718 Fair Value from the prior year end to the vesting date | (229,683) | (28,413) | 446,039 | 60,344 | 1,627,488 | 261,819 | | Increase based on Dividends Paid during the year prior to vesting date | (178,461) | (22,698) | 944,159 | 169,210 | 1,860,474 | 346,254 | | Deduction of ASC 718 Fair Value of awards granted during prior year that were forfeited during the applicable year, determined as of prior year end | — | — | — | — | — | — | | TOTAL ADJUSTMENTS | $4,953,424 | $867,865 | $2,999,935 | $498,593 | $12,213,298 | $2,234,188 |
Pay Versus Performance
| | 2024 | | 2025 | | | Adjustments | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | Deduction for amounts reported under the “Stock Awards” columns in the Summary Compensation Table for the year | $(11,418,105) | $(2,328,608) | $(9,569,880) | $(1,956,351) | | Increase based on ASC 718 Fair Value of awards granted during applicable year that remain unvested as of the applicable year end, determined as of the applicable year end | 10,129,887 | 2,063,688 | 13,182,861 | 2,695,213 | | Increase/deduction for awards granted during prior years that were outstanding and unvested as of the applicable year end, determined based on the change in ASC 718 Fair Value from the prior year end to the applicable year end | (1,959,067) | (374,608) | 3,543,295 | 699,630 | | Increase/deduction for awards granted during prior years that vested during the applicable year, determined based on change in ASC 718 Fair Value from the prior year end to the vesting date | 156,382 | 28,879 | (384,834) | (75,753) | | Increase based on Dividends Paid during the year prior to vesting date | 1,599,638 | 313,174 | 1,838,077 | 365,505 | | Deduction of ASC 718 Fair Value of awards granted during prior year that were forfeited during the applicable year, determined as of prior year end | — | — | — | — | | TOTAL ADJUSTMENTS | $(1,491,266) | $(297,475) | $8,609,520 | $1,728,243 |
Pay Versus Performance
85 (2)Peer group total stockholder return is based on the cumulative total stockholder return of the NAREIT Lodging & Resorts Index. Total stockholder return amounts reported assume an initial fixed investment of $100 and that all dividends were reinvested. The Company and peer group total stockholder return for 2021 represents the one-year return for December 31, 2020 to December 31, 2021; for 2022 the returns shown represent the two-year return from December 31, 2020 to December 31, 2022; for 2023 the returns shown represent the three-year return from December 31, 2020 to December 31, 2023; for 2024 the returns shown represent the four-year return from December 31, 2020 to December 31, 2024; and for 2025 the returns shown represent the five- year return from December 31, 2020 to December 31, 2025. (3)Adjusted EBITDAre is a predominant measure of operating performance used by real estate investment trusts and the Company reports the measure in accordance with NAREIT guidelines, with certain adjustments, as a supplemental measure of operating performance in its earnings releases, financial presentations and SEC filings. For more information on this measure and a reconciliation to the applicable GAAP measure, see the Company’s Annual Report on Form 10-K in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Reconciliation of Net Income to EBITDA, EBITDAre and Adjusted EBITDAre for Host Inc. and Host L.P.” on page 68.
Director Compensation
Director Compensation
2025 Director Fees
| Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) | All Other Compensation (3) | Total | | Mary L. Baglivo | $108,000 | $180,000 | $77,524 | $365,524 | | Herman E. Bulls | 113,000 | 180,000 | 40,062 | 333,062 | | Mary Hogan Preusse | 115,000 | 180,000 | 73,498 | 368,498 | | Diana M. Laing | 143,000 | 180,000 | — | 323,000 | | Walter C. Rakowich | 113,000 | 180,000 | 81,833 | 374,833 | | Gordon H. Smith | 178,000 | 180,000 | 17,314 | 375,314 | | A. William Stein | 145,000 | 180,000 | 97,435 | 422,435 |
2025 Director Compensation Program
2025 Director Compensation Program The Nominating, Governance and Corporate Responsibility Committee reviews and makes recommendations to the Board of Directors regarding compensation and benefits for the non-employee directors. The Committee generally reviews the compensatory arrangements of the non-employee directors biennially. The compensatory arrangements for 2024 and 2025 were based on a review conducted in February 2024 by the Committee with the assistance of Pay Governance LLC. Pay Governance conducted an assessment of the competitiveness of the non-employee directors’ total compensation using market data, including director compensation practices for companies comprising the S&P 500 Index (of which Host is a constituent) as well as similar peer group companies used for executive compensation analyses. Set forth below are the complete components of director compensation for 2025, as approved by the Board upon the recommendation of the Committee.
2026 Director Compensation Program
2026 Director Compensation Program As noted above, the Nominating, Governance and Corporate Responsibility Committee reviews and makes recommendations to the Board of Directors on compensation and benefits for the non-employee directors. Under its charter, the Committee is authorized to engage consultants or advisors in connection with its review and analysis and the Committee retained Pay Governance to assist in its review. At the request of the Committee, Pay Governance conducted an assessment of the competitiveness of the non-employee directors’ total compensation using market data, including director compensation practices for the same peer group companies used for executive compensation analyses as well as director compensation practices for companies comprising the S&P 500 Index (of which Host is a constituent). Upon review and consideration, the Committee recommended, and the Board of Directors approved, the following changes to non-employee director compensation effective for 2026 in order to align with the latest market levels: u$5,000 increase in the annual cash retainer for non-employee directors to $95,000; ua $10,000 increase in the value of the annual director stock award to $190,000; and ua $2,000 increase in the annual cash retainer for members of the Nominating, Governance and Corporate Responsibility Committee to $10,000. All other compensation for service on the Board and its committees was unchanged, and there were no changes to director perquisites. 92