DEF 14A of Hyatt Hotels Corp, Apr 3, 2025

DEF 14A of Hyatt Hotels Corp

Filed Apr 3, 2025 · FY20240001193125-25-071845

Open on EDGAR

  1. Director Nominees

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

  2. Director Nominees

    | Name | Age | Director Since | Board Committee(s) | | CLASS I | | | | | Paul D. Ballew | 61 | 2017 | Audit | | Mark S. Hoplamazian | 61 | 2006 | — | | Cary D. McMillan | 67 | 2013 | Audit (Chair), Nominating and Corporate Governance, Finance | | Tracey T. Travis | 62 | 2025 | — |

  3. Proposal 1 — Election of Directors

    Proposal 1 — Election of Directors Hyatt’s Amended and Restated Certificate of Incorporation provides that the total number of members of the Board of Directors shall consist of not less than five nor more than 15 members, with the precise number of directors to be determined by a vote of a majority of the entire Board of Directors. At present, the Board of Directors has fixed the number of members of the Board of Directors at 13. Michael A. Rocca, a Class I director, will not be nominated to stand for re-election as a director at the Annual Meeting. In connection with Mr. Rocca’s departure from the Board of Directors, the Board of Directors has determined to decrease the number of members of the Board of Directors to 12, effective upon the expiration of Mr. Rocca’s term at the Annual Meeting. Hyatt’s Amended and Restated Certificate of Incorporation further provides that the Board of Directors will be divided into three classes, as nearly equal in number as is practicable, designated Class I, Class II, and Class III. Members of each class of the Board of Directors are elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election, with each director to hold office until his or her successor is duly elected and qualified. In accordance with the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has unanimously nominated each of Paul D. Ballew, Mark S. Hoplamazian, Cary D. McMillan, and Tracey T. Travis, the four incumbent Class I directors whose terms expire at the Annual Meeting, to stand for re-election to the Board of Directors. Each of Messrs. Ballew, Hoplamazian, McMillan, and Ms. Travis have been nominated to hold office until the 2028 annual meeting of stockholders and until their respective successors have been duly elected and qualified. Unless otherwise instructed by the stockholder, the persons named in the enclosed proxy card will vote the shares represented by such proxy for the election of the nominees named in this proxy statement. A plurality of the voting power of the shares present virtually or represented by proxy at the Annual Meeting and entitled to vote with respect to the election of directors shall elect the directors. Each of the nominees has consented to serve as a director if elected. If any of the nominees should be unavailable to serve for any reason, the Board of Directors may designate a substitute nominee or substitute nominees (in which event the persons named on the enclosed proxy card will vote the shares represented by all valid proxy cards for the election of such substitute nominee or nominees). Alternatively, the Board of Directors may reduce the size of the Board of Directors or allow the vacancy or vacancies to remain open until a suitable candidate or candidates are identified by the Board of Directors. The Board of Directors unanimously recommends that the stockholders vote “FOR” each of Paul D. Ballew, Mark S. Hoplamazian, Cary D. McMillan, and Tracey T. Travis as Class I directors to serve and hold office until the 2028 annual meeting of stockholders and until their respective successors have been duly elected and qualified.

  4. Proposal 1 — Election of Directors

    | Hyatt Hotels Corporation | 2025 Proxy Statement | 3 |

  5. Our Board of Directors

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

  6. Directors Standing for Re-Election: Class I

    Directors Standing for Re-Election: Class I

  7. Directors Standing for Re-Election: Class I

    | PAUL D. BALLEW | | | Director since: 2017 Age: 61 | Paul D. Ballew has been a member of our Board of Directors since March 2017. Mr. Ballew currently serves as Chief Data and Analytics Officer for the National Football League. Mr. Ballew served as Senior Vice President, Data, Insights & Analytics at Loblaw Companies Limited from April 2019 to August 2021 and as Global Chief Data and Analytics Officer at Ford Motor Company from December 2014 to April 2019. Prior to joining Ford, Mr. Ballew held senior positions in data and customer analytics at The Dun & Bradstreet Corporation, Nationwide Mutual Insurance Company, General Motors Corporation, and JD Power Associates. Mr. Ballew is also a former Research Officer and Senior Economist at the Federal Reserve Bank of Chicago. Mr. Ballew served as a Director of NeuStar, Inc. from June 2015 to June 2017. Mr. Ballew brings to our Board of Directors extensive experience in customer analytics, data operations, and strategy. Mr. Ballew also provides valuable insight regarding the future technological needs of Hyatt and the hospitality industry. Through his years of executive and technological leadership, Mr. Ballew provides the board with operations and technology experience, as well as important perspectives on innovation, management development, and global challenges and opportunities. Additionally, Mr. Ballew is sophisticated in financial and accounting matters. |

  8. Directors Standing for Re-Election: Class I

    | MARK S. HOPLAMAZIAN | | | Director since: 2006 Age: 61 | Mark S. Hoplamazian was appointed to our Board of Directors in November 2006 and named President and Chief Executive Officer of Hyatt Hotels Corporation in December 2006. Prior to being appointed to his present position, Mr. Hoplamazian served as President of The Pritzker Organization, LLC (“TPO”), the principal financial and investment advisor to certain Pritzker family business interests. During his 17 year tenure with TPO, he served as an advisor to various Pritzker family-owned companies, including Hyatt Hotels Corporation and its predecessors. He previously worked in international mergers and acquisitions at The First Boston Corporation in New York. Mr. Hoplamazian serves on the Board of Directors and as a member of the Talent & Compensation and Finance committees of the Board of Directors of VF Corporation. He also serves on the Executive Committee of the American Hotel & Lodging Association, the Executive Committee of the Board of Directors of World Business Chicago, and the Board of Trustees of the Aspen Institute. Mr. Hoplamazian is a member of the Executive Committee of the World Travel & Tourism Council, a member of the Discovery Class of the Henry Crown Fellowship, and a member of the Civic Committee of the Commercial Club of Chicago, where he also serves as co-chair of the Committee’s Public Safety Task Force. As Hyatt’s President and Chief Executive Officer, Mr. Hoplamazian provides our Board of Directors with valuable insight regarding Hyatt’s operations, management team, colleagues, and culture, as a result of his day-to-day involvement in the operations of the business, and he performs a critical role in board discussions regarding strategic planning and development for the Company. Mr. Hoplamazian is financially sophisticated and also has significant mergers and acquisitions and corporate finance experience. |

  9. Directors Standing for Re-Election: Class I

    | 4 | Hyatt Hotels Corporation | 2025 Proxy Statement |

  10. Directors Standing for Re-Election: Class I

    | CARY D. MCMILLAN | | | Director since: 2013 Age: 67 | Cary D. McMillan has been a member of our Board of Directors since June 2013. Mr. McMillan retired as the Chief Executive Officer of True Partners Consulting LLC (“True Partners”), a nationwide provider of tax and financial consulting services, in 2020. Mr. McMillan co-founded True Partners in 2005. Prior to joining True Partners, he was Executive Vice President of Sara Lee Corporation, Chief Executive Officer of Sara Lee Branded Apparel, and a member of Sara Lee Corporation’s board of directors. Before joining Sara Lee in 1999 as its Chief Financial Officer, he was managing partner of Arthur Andersen’s Chicago office. Mr. McMillan serves as a Director of American Eagle Outfitters, Inc. He served as a Director of Hewitt Associates from 2002 to 2010 and of McDonald’s Corporation from 2003 to 2015. He is also active in the Chicago non-profit community. He currently is a Trustee of The Art Institute of Chicago, Millennium Park, and Window to the World Communications, Inc. Mr. McMillan brings to our Board of Directors extensive management and operations experience as a senior executive at a global, complex consumer brand company. The Board of Directors values Mr. McMillan’s knowledge of strategy and business development, finance, and accounting skills and international operations experience. Mr. McMillan is also a certified public accountant and an audit committee financial expert. His experience as a former audit partner with Arthur Andersen LLP, as well as his service on the Audit Committee of American Eagle Outfitters, Inc. and prior service on the Audit Committee of McDonald’s Corporation, provides him with extensive knowledge of financial and accounting issues. |

  11. Directors Standing for Re-Election: Class I

    | TRACEY T. TRAVIS | | | Director since: 2025 Age: 62 | Tracey T. Travis has been a member of our Board of Directors since March 2025. Ms. Travis served as Executive Vice President and Chief Financial Officer of The Estée Lauder Companies from August 2012 to October 2024, with responsibilities for global finance, accounting, investor relations, information technology, and strategy, transformation and new business development. As of November 2024, Ms. Travis became Senior Advisor to The Estée Lauder Companies until her planned retirement in June 2025. Previously, Ms. Travis served as Senior Vice President of Finance and Chief Financial Officer at Ralph Lauren Corporation from January 2005 to July 2012. Ms. Travis currently serves as a Director of Accenture plc where she is chair of the Audit Committee and a member of the Finance Committee, and as a Director of Meta Platforms Inc. (formerly Facebook) where she is Chair of the Audit & Risk Oversight Committee. Ms. Travis previously served as a Director of Campbell Soup Company from 2011 to 2017, and Jo-Ann Stores Inc. from 2003 to 2011. The Board of Directors values Ms. Travis’s leadership and global business experience, including service on other boards of directors, as well as her financial expertise, experience with consumer products, and her service on audit committees of public companies. Ms. Travis’s global business and financial experience as a chief financial officer of multiple global companies provides our Board of Directors with extensive financial and operational expertise to support the Company’s strategy. |

  12. Directors Standing for Re-Election: Class I

    | Hyatt Hotels Corporation | 2025 Proxy Statement | 5 |

  13. Class II Directors

    Class II Directors

  14. Class II Directors

    | THOMAS J. PRITZKER | | | Director since: 2004 Age: 74 | Thomas J. Pritzker has been a member of our Board of Directors and our Executive Chairman since August 2004. Mr. Pritzker served as our Chief Executive Officer from August 2004 to December 2006. Mr. Pritzker was appointed President of Hyatt Corporation in 1980 and served as Chairman and Chief Executive Officer of Hyatt Corporation from 1999 to December 2006. Mr. Pritzker is Executive Chairman of TPO, the principal financial and investment advisor to certain Pritzker family business interests. Mr. Pritzker served as a Director of Royal Caribbean Cruises Ltd. until May 2020. He served as a Director of TransUnion Corp., a credit reporting service company, until June 2010 and as Chairman of Marmon Holdings, Inc. until March 2014. Mr. Pritzker is Chairman of the Board of Trustees of the Center for Strategic & International Studies; Director and Vice President of The Pritzker Foundation, a charitable foundation; Director and President of the Pritzker Family Philanthropic Fund, a charitable organization; and Director, Chairman and President of The Hyatt Foundation, a charitable foundation which established The Pritzker Architecture Prize. Mr. Pritzker is the father of Mr. Jason Pritzker, who is also a member of our Board of Directors. Mr. Pritzker brings to our Board of Directors a deep understanding of Hyatt’s operations and extensive knowledge of the hospitality industry as a result of his long history with Hyatt, including as our former Chief Executive Officer. The Company also benefits from Mr. Pritzker’s extensive network of contacts and relationships with owners and developers of hotels around the world as we pursue new opportunities and seek to enter into new management and hotel services agreements and franchise agreements. Additionally, Mr. Pritzker has significant experience leading boards of directors of for-profit and not-for-profit organizations. |

  15. Class II Directors

    | HEIDI O’NEILL | | | Director since: 2023 Age: 60 | Heidi O’Neill has been a member of our Board of Directors since February 2023. Ms. O’Neill currently serves as President of Consumer, Product, and Brand at Nike, Inc. where she leads the integration of global men’s, women’s and kid’s consumer teams, the entire global product engine, and global brand marketing and sports marketing. With more than 20 years of experience at Nike, Ms. O’Neill has held a variety of leadership roles, including President of Consumer and Marketplace, President of Nike Direct, where she was responsible for Nike’s connection to its consumers globally through Nike’s retail and digital-commerce business, as well as leading Nike’s women’s business for seven years, growing the category into a multi-billion dollar business, and leading Nike’s North America apparel business as VP/GM. Ms. O’Neill currently serves as a Director of Spotify Technology S.A. and previously served as a Director of SkullCandy, Inc. from August 2013 to October 2016. Ms. O’Neill brings to our Board of Directors extensive senior executive experience and the board of directors values her global retail and e-commerce expertise and her experience as a public company director. |

  16. Class II Directors

    | RICHARD C. TUTTLE | | | Director since: 2004 Age: 69 | Richard C. Tuttle has been a member of our Board of Directors since December 2004. Mr. Tuttle is a founding Principal at Prospect Partners, LLC, a lower-middle-market private equity firm, and has held this position since 1998. Prior to founding Prospect Partners, he was Executive Vice President of Corporate Development for Health Care & Retirement Corp., now Manor Care, Inc., a healthcare services company. He previously served as a Director of Cable Design Technologies, Inc., now Belden Inc.. Mr. Tuttle is Chairman of the boards of directors of ESI Lighting, Inc., Polymer Holding Corporation, and All Glass & Windows Holdings, Inc., and is a Director of QMI Holdings, Inc. Mr. Tuttle contributes to our Board of Directors’ expertise in financing transactions and experience in working with operating companies and management teams as a result of his significant experience in private equity. In addition, Mr. Tuttle’s long-standing knowledge of and familiarity with Hyatt and our operations benefits the Board of Directors. Additionally, he is sophisticated in financial and accounting matters. |

  17. Class II Directors

    | 6 | Hyatt Hotels Corporation | 2025 Proxy Statement |

  18. Class II Directors

    | JAMES H. WOOTEN, JR. | | | Director since: 2011 Age: 76 | James H. Wooten, Jr. has been a member of our Board of Directors since June 2011. Mr. Wooten served as the Senior Vice President, General Counsel and Secretary of Illinois Tool Works Inc. (“ITW”), a worldwide manufacturer of engineered products and equipment from 2006 until his retirement in 2012. Mr. Wooten joined ITW in 1988 as Senior Attorney. He was named Associate General Counsel in 2000, and in 2005, he was promoted to Vice President, General Counsel and Secretary. Prior to joining ITW, Mr. Wooten practiced law at the firm of Gardner, Carton & Douglas, which is currently part of Faegre Drinker Biddle & Reath LLP. He served as a Director of Morae Global Corporation from 2015 to 2019. Mr. Wooten currently serves as a Director of Window to the World Communications, Inc. Mr. Wooten brings to our Board of Directors extensive experience as an executive officer of a Fortune 200 company. Throughout his more than 20 years with ITW, Mr. Wooten developed deep expertise and experience in the areas of risk assessment and management, SEC reporting issues, and the general financial and operational aspects of managing a global enterprise. The Board of Directors also values Mr. Wooten’s experience on various private and not-for-profit company boards of directors and committees. |

  19. Class III Directors

    Class III Directors

  20. Class III Directors

    | ALESSANDRO BOGLIOLO | | | Director since: 2023 Age: 59 | Alessandro Bogliolo has been a member of our Board of Directors since December 2023. Born in Italy, Mr. Bogliolo is the Chairman of the Board of Audemars Piguet, a Swiss manufacturer of luxury mechanical watches, headquartered in Le Brassus, Switzerland. He also serves as a Director of Bath and Body Works, a global leader in personal care and home fragrance. Previously, he was the Chief Executive Officer and Director of Tiffany & Co., a luxury jewelry and specialty retailer, serving in such role from October 2017 through the acquisition of Tiffany by LVMH Moët Hennessy Louis Vuitton SE in January 2021. Prior to joining Tiffany, Mr. Bogliolo served as Chief Executive Officer and Director of Diesel SpA, an international fashion brand that is part of the OTB Group, from 2013 to 2017, and in senior roles in Asia, Europe and the U.S., including as Chief Operating Officer, North America, for Sephora USA and Executive Vice President and Chief Operating Officer for Bulgari. Mr. Bogliolo brings to our Board of Directors extensive executive, strategic, and operational leadership experience, including as chief executive officer of a publicly traded luxury brand, deep knowledge of the luxury retail industry and consumers, and international experience and perspective. |

  21. Class III Directors

    | SUSAN D. KRONICK | | | Director since: 2009 Age 73 | Susan D. Kronick has been a member of our Board of Directors since June 2009. Ms. Kronick served as an Operating Partner at Marvin Traub Associates, a retail business development firm, from 2012 to 2021, and as an advisor from 2021 to 2023. From March 2003 until March 2010, Ms. Kronick served as Vice Chair of Macy’s, Inc., the operator of Macy’s and Bloomingdale’s department stores. Ms. Kronick served as Group President, Regional Department Stores of Macy’s, Inc. from April 2001 to February 2003; prior thereto she served as Chairman and Chief Executive Officer of Macy’s Florida from June 1997 to March 2001. Ms. Kronick serves as a Director of American Airlines Group Inc. Ms. Kronick served as a Director of The Pepsi Bottling Group, Inc. from March 1999 to February 2010. Ms. Kronick brings to our Board of Directors a strong background in marketing and experience in building industry leading brands as a result of the various management positions she has held with Macy’s, Inc., most recently as Vice Chair. As a result of her positions with Macy’s, Inc., Ms. Kronick also has gained valuable financial and operations experience. The board also values Ms. Kronick’s experience as public company director. |

  22. Class III Directors

    | Hyatt Hotels Corporation | 2025 Proxy Statement | 7 |

  23. Class III Directors

    | JASON PRITZKER | | | Director since: 2014 Age: 45 | Jason Pritzker has been a member of our Board of Directors since March 2014. Since 2018, Mr. Pritzker has served as a Managing Director, and since 2021 he has served as Vice Chairman of TPO, the principal financial and investment advisor to certain Pritzker family business interests, where he focuses on partnering with, and investing in, best-in-class management teams across diverse industries and at all points in a company’s life cycle. Mr. Pritzker serves as a Director of Lithko Contracting LLC. Mr. Pritzker previously worked for The Marmon Group and as an analyst for Goldman, Sachs & Co. Mr. Pritzker is the son of Mr. Thomas J. Pritzker, our Executive Chairman. The Board of Directors values Mr. Pritzker’s relationships with many of the owners and developers of our hotels around the world as we strive to maintain valuable relationships, pursue new opportunities, and enter into new management and hotel services agreements and franchise agreements. |

  24. Class III Directors

    | DION CAMP SANDERS | | | Director since: 2021 Age: 51 | Dion Camp Sanders has been a member of our Board of Directors since September 2021. Mr. Sanders is Chief Emerging Business Officer at Peloton Interactive, Inc., where he leads the company’s retail, commercial, corporate wellness, bike rental and pre-owned, international, and Precor lines of business, in addition to its mergers & acquisitions, strategic partnerships, and PMO functions. Prior to joining Peloton in January 2019, Mr. Sanders served as EVP, Corporate Development at Leaf Group, Ltd., a diversified consumer internet company. Prior to Leaf Group, Mr. Sanders served as VP, Emerging Businesses at The Walt Disney Company from March 2012 to July 2016. Prior to Disney, Mr. Sanders held various positions within the consumer internet, renewable energy, and digital media sectors, including five years within operating businesses of IAC/InterActiveCorp. Mr. Sanders brings to our Board of Directors extensive experience as a senior executive with significant experience in corporate development, strategy, and operating roles. The Board of Directors values Mr. Sanders’s corporate strategy experience and digital and e-commerce expertise. |

  25. Class III Directors

    Other than the relationships of Mr. Thomas J. Pritzker and Mr. Jason Pritzker as described above, there are no family relationships among any of our directors or executive officers. Our Class II directors, whose terms will expire at the 2026 annual meeting of stockholders, are Thomas J. Pritzker, Heidi O’Neill, Richard C. Tuttle, and James H.Wooten, Jr. Our Class III directors, whose terms will expire at the 2027 annual meeting of stockholders, are Alessandro Bogliolo, Susan D. Kronick, Jason Pritzker, and Dion Camp Sanders. While voting agreements entered into with or among our major stockholders are in effect, they may provide our Board of Directors with effective control over the election of directors. Directors can be removed from our Board of Directors only for cause. Vacancies on our Board of Directors, and any newly created director positions created by the expansion of the Board of Directors, can be filled only by a majority of remaining directors then in office. Pursuant to our letter agreement with Mr. Thomas J. Pritzker, we have agreed that so long as he is a member of our Board of Directors, we will use our commercially reasonable efforts to appoint him as our Executive Chairman as long as he is willing and able to serve in that office. If he is not re-appointed as Executive Chairman, he will be entitled to terminate his employment with the rights and entitlements available to him under our severance policies as if his employment were terminated by us without cause. Pursuant to our letter agreement with Mr. Hoplamazian, we have agreed that so long as he is our President and Chief Executive Officer, we will use our commercially reasonable efforts to nominate him for re-election as a director prior to the end of his term. If he is not re-elected to the Board of Directors, he will be entitled to terminate his employment with the rights and entitlements available to him under our severance policies as if his employment were terminated by us without cause. During the fiscal year ended December 31, 2024, Hyatt’s Board of Directors held eight meetings (and took action ten times by unanimous written consent). The Audit Committee held nine meetings, the Talent and Compensation

  26. Class III Directors

    | 8 | Hyatt Hotels Corporation | 2025 Proxy Statement |

  27. Class III Directors

    Committee held five meetings (and took action two times by unanimous written consent), the Nominating and Corporate Governance Committee held five meetings, and the Finance Committee held six meetings (and took action nine times by unanimous written consent). No incumbent director attended fewer than 75% of the total number of meetings of the board of directors and committees on which such director served during 2024. We do not have a policy regarding attendance of directors at our annual meetings of stockholders. All of our directors attended our 2024 annual meeting of stockholders.

  28. Selection of Director Nominees

    Selection of Director Nominees At an appropriate time prior to each annual meeting of stockholders, or if applicable, a special meeting of stockholders at which directors are to be elected or re-elected, the Nominating and Corporate Governance Committee will recommend to the Board of Directors for nomination such candidates as the Nominating and Corporate Governance Committee has found to be well qualified and willing and available to serve, and in each case, providing the Nominating and Corporate Governance Committee’s assessment whether such candidate would satisfy the independence requirements of the NYSE. Prior to making such recommendations to the Board of Directors, the Nominating and Corporate Governance Committee conducts inquiries into the background and qualifications of any potential candidates, including the following criteria set forth in our Corporate Governance Guidelines:

  29. Selection of Director Nominees

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

  30. Selection of Director Nominees

    | • | a variety of viewpoints, backgrounds and experiences; |

  31. Selection of Director Nominees

    | • | business or other relevant experience; and |

  32. Selection of Director Nominees

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

  33. Selection of Director Nominees

    The Nominating and Corporate Governance Committee also considers such other relevant factors as it deems appropriate, including requirements that the members of the Board of Directors as a group maintain the requisite qualifications under the applicable NYSE listing standards for independence for the Board of Directors as a whole and for populating the Audit, Talent and Compensation, and Nominating and Corporate Governance Committees. While there are no specific minimum qualifications that a director candidate must possess, the Nominating and Corporate

  34. Selection of Director Nominees

    | Hyatt Hotels Corporation | 2025 Proxy Statement | 13 |

  35. Selection of Director Nominees

    Governance Committee recommends those candidates who possess the highest personal and professional integrity, have prior experience in corporate management or our industry, maintain academic or operational expertise in an area relating to our business, and demonstrate practical and mature business judgment. As described above, our Corporate Governance Guidelines specify that the value of having a variety of viewpoints, backgrounds, and experiences on the Board of Directors should be considered by the Nominating and Corporate Governance Committee in the director identification and nomination process. The Nominating and Corporate Governance Committee seeks nominees with a broad range of experience, professions, skills, geographic representation, and backgrounds. The Nominating and Corporate Governance Committee does not assign specific weighting to particular criteria, and no particular criterion is necessarily applicable to all prospective nominees. We believe that the backgrounds and qualifications of the directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow the Board of Directors to fulfill its responsibilities. Nominees are not to be discriminated against on the basis of race, religion, national origin, gender, sexual orientation, disability, or any other basis proscribed by law. The Nominating and Corporate Governance Committee will consider stockholder recommendations for candidates to be nominated by our Board of Directors for election at the 2026 annual meeting of stockholders. Stockholders who want to recommend a potential director candidate for consideration by the Nominating and Corporate Governance Committee should send a written notice, addressed to the corporate secretary at our principal executive offices at 150 North Riverside Plaza, Chicago, Illinois 60606. This notice must include the same information as would be required under our bylaws in a stockholder’s notice to nominate a director at the 2025 annual meeting of stockholders. These information requirements are set forth in Section 3.8(a)(2) of our bylaws. We also consider potential director candidates recommended by current directors, officers, employees, and others. We may also retain the services of search firms to provide us with candidates, especially when we are looking for a candidate with a particular expertise, quality, skill, or background. In 2024, we engaged Spencer Stuart, an executive search and leadership consulting firm, to assist with the identification of potential director candidates. The Nominating and Corporate Governance Committee screens all potential candidates in the same manner, regardless of the source of the recommendation. The review is typically based on any written materials provided with respect to potential candidates, and the Nominating and Corporate Governance Committee reviews the materials to determine the qualifications, experience, and background of the candidates. Final candidates are typically interviewed by one or more members of the Nominating and Corporate Governance Committee. In making its determinations, the Nominating and Corporate Governance Committee evaluates each individual in the context of our Board of Directors as a whole, with the objective of assembling a group that can best perpetuate the success of our company and represent stockholder interests through the exercise of sound judgment. After review and deliberation of all feedback and data, including input from our Executive Chairman and our President and Chief Executive Officer, the Nominating and Corporate Governance Committee makes a recommendation to the full Board of Directors regarding whom should be nominated by the Board of Directors. The Nominating and Corporate Governance Committee did not receive any timely director recommendations from a stockholder for consideration at the 2025 Annual Meeting. December 1, 2025 is the deadline established by the Nominating and Corporate Governance Committee for submission of potential director nominees for consideration by the Nominating and Corporate Governance Committee for nomination at the 2026 annual meeting of stockholders.

  36. Compensation Consultant Fees and Services

    | Fee Category | 2024 | | Executive and Director Compensation Consulting | $240,000 | | Non-Executive Compensation Consulting | $322,366 | | Total | $562,366 |

  37. Compensation of Non-Employee Directors

    Compensation of Non-Employee Directors Pursuant to our Amended and Restated Summary of Non-Employee Director Compensation Policy (the (“Non-Employee Director Compensation Policy”), we use a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on our Board of Directors. In setting non-employee director compensation, we consider the significant amount of time that directors expend in fulfilling their duties as well as the skill level required of members of our Board of Directors. The Talent and Compensation Committee reviews director compensation periodically and recommends to the Board of Directors changes to director compensation when it deems appropriate. The Talent and Compensation Committee has requested and considered analyses prepared by Korn Ferry of publicly-reported non-employee director compensation practices at our peer group companies. The Talent and Compensation Committee generally seeks to target non-employee directors’ total compensation (which includes cash compensation and equity compensation) at or near the median total compensation of the non-employee directors of such peers. In September 2023, at the request of our Talent and Compensation Committee, Korn Ferry performed and presented to the Talent and Compensation Committee a study of publicly-reported non-employee director compensation practices at our peer group companies. Based on its review of that study, and in order to more closely align the compensation of our non-employee directors with those of our peer companies, the Talent and Compensation Committee approved and recommended, and the Board of Directors approved, an increase in the Annual Equity Retainer (as defined and discussed below) and certain committee chair cash retainers (as discussed below), payable to non-employee directors, effective January 1, 2024.

  38. 2024 Director Compensation

    2024 Director Compensation The following table provides information related to the compensation paid to our non-employee directors for 2024:

  39. 2024 Director Compensation

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2)(3) | Total | | Paul D. Ballew | $115,062 | $177,411 | $292,473 | | Alessandro Bogliolo(4) | $107,846 | $79,380 | $187,226 | | Susan D. Kronick | $145,062 | $177,411 | $322,473 | | Cary D. McMillan | $150,062 | $177,411 | $327,473 | | Heidi O’Neill | $112,562 | $177,411 | $289,973 | | Jason Pritzker | $110,062 | $177,411 | $287,473 | | Michael A. Rocca | $115,062 | $177,411 | $292,473 | | Dion Camp Sanders | $115,062 | $177,411 | $292,473 | | Richard C. Tuttle | $135,062 | $177,411 | $312,473 | | James H. Wooten, Jr. | $127,562 | $177,411 | $304,973 |

  40. 2024 Director Compensation

    | (1) Pursuant to the Director Deferred Compensation Plan, Ms. O’Neill and Mr. Jason Pritzker elected to defer their Annual Fees in the form of RSUs, and Mr. Tuttle elected to receive 50% of his Annual Fee in shares of Class A common stock. Ms. O’Neill and Mr. Jason Pritzker each had 659 RSUs credited to their respective deferred compensation accounts under the Director Deferred Compensation Plan. Mr. Tuttle received 328 shares of Class A common stock. The Annual Fee calculation of the number of shares or RSUs received or credited to the accounts of the directors, respectively, was based on the fair market value of our Class A common stock on the date the retainers were payable. RSUs are reflected in the table contained in footnote (3) below. Other amounts shown in this column reflect cash delivered to the director, including delivery of any fractional shares or RSUs, as applicable. |

  41. 2024 Director Compensation

    | (2) Amounts shown represent the grant date fair value of stock or RSUs in payment of the Annual Equity Retainers in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation (“ASC Topic 718”). Messrs. Ballew, McMillan, Jason Pritzker, Sanders, Wooten, and Ms. O’Neill elected to defer their Annual Equity Retainers into the Director Deferred Compensation Plan. |

  42. 2024 Director Compensation

    | (3) As described above under “Deferred Compensation Plan for Directors,” directors are able to elect to defer their Annual Equity Retainers and/or Annual Fees into RSUs that carry divided equivalent rights. Prior to January 1, 2019, these dividend equivalents were credited as additional RSUs when paid. Effective January 1, 2019, dividend equivalent rights began being credited as cash and paid to the director on the date of the corresponding dividend payment. The table below sets forth the aggregate number of outstanding RSUs (including the dividend equivalent rights credited as RSUs prior to January 1, 2019) held by directors under the Director Deferred Compensation Plan during 2024: |

  43. 2024 Director Compensation

    | Name | RSUs Beginning of Year Balance | RSUs Credited during the Year | RSUs Settled during the Year | RSUs End of Year Balance | | Paul D. Ballew | 7,497 | 1,189 | — | 8,686 | | Cary D. McMillan | 20,368 | 1,189 | — | 21,557 | | Heidi O’Neill | 1,072 | 1,848 | — | 2,920 | | Jason Pritzker | 27,730 | 1,848 | — | 29,578 | | Michael A. Rocca(a) | 3,964 | — | 1,934 | 2,030 | | Dion Camp Sanders | 2,917 | 1,189 | — | 4,106 | | Richard C. Tuttle | 21,327 | — | — | 21,327 | | James H. Wooten, Jr. | 30,421 | 1,189 | — | 31,610 |

  44. 2024 Director Compensation

    | (a) Mr. Rocca’s May 15, 2019 deferred RSUs in respect of 1,934 shares of Class A common stock were settled in March 2024. The total fair market value of the stock and associated dividend equivalents upon settlement was $308,705 (based upon the closing price of our Class A common stock on the date of settlement). |

  45. 2024 Director Compensation

    | (4) Mr. Bogliolo joined the Talent and Compensation Committee on May 16, 2024 and his committee fee was pro-rated for the second quarter. His Annual Equity Retainer was also pro-rated to reflect that his initial service began on December 14, 2023. |

  46. 2024 Director Compensation

    | 20 | Hyatt Hotels Corporation | 2025 Proxy Statement |

  47. Our Values

    | • | align total rewards with the achievement of key Company performance goals, including financial performance, net rooms growth and total shareholder return, and focus on variable pay over fixed pay, while maintaining fixed pay at levels sufficient to avoid incentivizing excessive risk taking; |

  48. Our Values

    | • | appropriately motivate colleagues to perform their duties in ways that will help the Company achieve and exceed its short-term and long-term objectives; |

  49. Our Values

    | • | weigh the total mix of compensation towards long-term incentives linked to stockholder return; |

  50. Our Values

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

  51. Market Data

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

  52. Market Data

    | • | data on the amounts and types of compensation provided by a peer group of publicly traded companies; and |

  53. Market Data

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

  54. Market Data

    In 2024, the Talent and Compensation Committee reviewed the competitiveness of our NEO compensation against our peer group. Our peer group for 2024 was the same as the peer group used to assess compensation in 2023 except that Yum! Brands, Inc. was removed and Ralph Lauren Corporation was added to better align to Hyatt’s hospitality and brand focus. The peer group was selected based on several factors, including business mix and model, revenues, global presence, and brand strength. In 2024, the peer group included:

  55. Market Data

    | • Boyd Gaming Corporation | • Marriott International, Inc. | | • Brinker International, Inc. | • MGM Resorts International | | • Caesars Entertainment, Inc. | • Ralph Lauren Corporation. | | • Carnival Corporation & PLC | • Royal Caribbean Cruises, Ltd. | | • Darden Restaurants, Inc. | • Starbucks Corporation | | • Hilton Worldwide Holdings Inc. | • Wyndham Hotels & Resorts, Inc. | | • Host Hotels & Resorts, Inc. | • Wynn Resorts, Ltd. | | • Las Vegas Sands Corporation | |

  56. Market Data

    For 2024, the Talent and Compensation Committee set our NEOs’ base salaries, annual incentive targets, and long-term incentives so that target total compensation references the 50th percentile of the peer group with the opportunity for upside based on superior performance. The Talent and Compensation Committee believes that our pay mix is generally consistent with market practice.

  57. Role of Outside Consultant

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

  58. Role of Outside Consultant

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

  59. Role of Outside Consultant

    | • | review our incentive plan design, including the PSU program; and |

  60. Annual Incentive

    Annual Incentive The Hyatt Hotels Corporation Amended and Restated Executive Incentive Plan (the “EIP”) provides variable at-risk compensation designed to reward executives for achievement of operating results over a one-year performance period. Incentives are based on both financial and non-financial metrics that are intended to balance overall focus on enterprise performance, regional division/commercial division performance, and other near-term strategic priorities that are designed to strengthen our competitive position. Under the terms of his letter agreement with us, Mr. Thomas J. Pritzker is not eligible for annual incentives under the EIP as his role is to focus on Hyatt’s long-term growth and strategy. As such, he is eligible to receive only long-term incentive awards under the LTIP. The target and maximum annual incentive opportunities under the EIP for our other NEOs are determined annually by the Talent and Compensation Committee based on reference to market data and the individual’s role in the organization and overall experience. In particular, the Talent and Compensation Committee considered the total compensation market data for these positions to design compensation packages that would attract high-level talent while weighting more of the NEOs’ total compensation potential on variable and long-term incentives, thereby aligning their interests with those of our stockholders. For 2024 performance, the target and maximum annual incentive opportunities as a percentage of base salary for each NEO who participated in the EIP were set as follows:

  61. Annual Incentive

    | Name | Target | Maximum | | Mark S. Hoplamazian | 175% | 350% | | Joan Bottarini | 100% | 200% | | Mark R. Vondrasek | 100% | 200% | | James K. Chu | 100% | 200% |

  62. Annual Incentive

    For 2024, the Talent and Compensation Committee applied the following incentive goals to determine our NEOs’ annual incentives:

  63. Annual Incentive

    | • | Financial Performance (60% of overall target award): In 2024, the Talent and Compensation Committee used Adjusted Compensation EBITDA for purposes of determining the payout of this component. See Appendix A to this proxy statement for additional information, including our definition of Adjusted Compensation EBITDA. |

  64. Annual Incentive

    | | Threshold | Target | Maximum | | Adjusted Compensation EBITDA Goal | $1,094 million | $1,287 million | $1,544 million | | Payout | 50% | 100% | 200% |

  65. Annual Incentive

    No payouts would be earned if Adjusted Compensation EBITDA was below $1,094 million. The payout scale was set in 2024 taking into consideration the economic outlook for the year. In 2024, we achieved Adjusted Compensation EBITDA of $1,189 million. Applying the payout scale above (with results interpolated for performance results falling between any of the goal levels listed above), the Talent and Compensation Committee awarded the NEOs 75% of their respective target annual incentives related to this component.

  66. Annual Incentive

    | • | Strategic Priorities (20% of overall target award): In 2024, four strategic priorities were identified: (i) cultivate the best talent and evolve the culture, (ii) drive guest and customer personalization, (iii) operate with excellence, and (iv) grow with intent. In support of these priorities, a dashboard was developed with various metrics under each priority to |

  67. Annual Incentive

    | 26 | Hyatt Hotels Corporation | 2025 Proxy Statement |

  68. Annual Incentive

    | help the Talent and Compensation Committee assess achievement of the applicable priority. The goals set for each metric are designed to be challenging yet attainable such that achievement would reflect success with regard to the strategic initiatives for the year. Metrics included financial and non-financial items such as colleague engagement, talent acquisition, turnover, market share, World of Hyatt loyalty room night penetration, direct channel growth, hotel-level gross operating profit margin, guest experience, expense control, net rooms growth, and pipeline expansion. Our efforts to connect more fully with our guests helped us improve our loyalty room night penetration, and we continued to deliver on the high-quality experiences our guests expect. While the magnitude of our overall guest experience goals fell short in 2024, we saw traction in sustaining more consistent top performance and driving larger improvements. The preference for our brands continues as our hotels drove market share improvements yielding top-line revenue growth, however higher than expected costs, particularly in salaries and wages, prohibited our ability to expand gross operating profit margins. We did not meet our direct channel metrics; however, we did expand our lower cost of acquisition channels with higher demand from our business travelers. Our efforts led to another year of industry-leading net rooms growth and, although we ended the year with a record number of rooms in the pipeline, we fell short of our pipeline expansion goals driven by lower signings than expected. Based on an assessment of the progress made towards the four strategic priorities in 2024, the Talent and Compensation Committee awarded each of the NEOs 65% of their respective target annual incentives related to this component. |

  69. Annual Incentive

    | • | Individual Business Goals (“IBGs”) and Discretion (20% of overall target award): In 2024, each of our NEOs was subject to certain IBGs (described in additional detail below) designed to incentivize the applicable NEO in his or her area of responsibility, as well as build brand value over time. The IBGs for each NEO are designed to be challenging yet attainable, consistent with our expectations for delivering on the Company’s operating plan and strategic priorities. Each NEO’s specific IBGs are described below: |

  70. Chu’s 2024 IBGs

    | | Financial Performance Payout (60%) | | Strategic Priorities Payout (20%) | | IBGs and Discretion Payout (20%) | | Total Payout(1) | | | Name | (% of Target) | $ | (% of Target) | $ | (% of Target) | $ | (% of Target) | | | Mark S. Hoplamazian | 75% | $1,103,487 | 65% | $319,638 | 80% | $393,400 | 74% | $1,816,500 (129% of year-end salary) | | Joan Bottarini | 75% | $356,796 | 65% | $103,350 | 95% | $151,050 | 77% | $611,200 (77% of year-end salary) | | Mark R. Vondrasek | 75% | $347,820 | 65% | $100,750 | 95% | $147,250 | 77% | $595,800 (77% of year-end salary) | | James K. Chu | 75% | $344,454 | 65% | $99,775 | 90% | $138,150 | 76% | $582,400 (76% of year-end salary) |

  71. Chu’s 2024 IBGs

    | (1) The total payout is rounded to the nearest hundredth. |

  72. Long-Term Incentive

    Long-Term Incentive

  73. Annual Long-Term Incentive Grants

    Annual Long-Term Incentive Grants In 2024, we granted our NEOs equity incentive awards in the form of SARs, RSUs, and PSUs under our LTIP. These grants were designed to:

  74. Annual Long-Term Incentive Grants

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

  75. Annual Long-Term Incentive Grants

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

  76. Annual Long-Term Incentive Grants

    | • | assist in retaining highly qualified executives; and |

  77. Annual Long-Term Incentive Grants

    | • | contribute to competitive total rewards. |

  78. Annual Long-Term Incentive Grants

    In determining the value of long-term incentive grants, the Talent and Compensation Committee considered market data, the individual’s potential contribution to our success, and the relationship between each NEO’s short-term and long-term compensation. Based on these assessments, the Talent and Compensation Committee approved the following changes to total target LTIP values from 2023 to 2024: Mr. Thomas J. Pritzker from $6,000,000 to $6,200,000, Ms. Bottarini from $2,400,000 to $2,500,000, and Mr. Vondrasek from $1,750,000 to $1,900,000. For 2024, the Talent and Compensation Committee determined to deliver the value of long-term incentive awards to NEOs, other than Messrs. Thomas J. Pritzker and Hoplamazian, 30% in SARs, 30% in RSUs, and 40% (at target performance) in PSUs. Mr. Hoplamazian received his 2024 long-term incentive award 25% in SARs, 25% in RSUs, and 50% (at target performance) in PSUs. The Talent and Compensation Committee believes that awarding a mix of SARs, RSUs, and PSUs achieves a balance in linking NEO long-term rewards to Company performance in that SARs do not provide any value unless the stock price appreciates, the value of RSUs increases or decreases in the same way stockholders’ stock value increases or decreases, and PSUs focus NEOs on the attainment of specified long-term Company objectives. In addition to these performance drivers, each of these awards provides a significant retention incentive through service-based vesting. Mr. Thomas J. Pritzker received his 2024 long-term incentive award entirely in the form of SARs to further focus Mr. Pritzker on long-term stockholder value creation.

  79. Annual Long-Term Incentive Grants

    | 28 | Hyatt Hotels Corporation | 2025 Proxy Statement |

  80. Annual Long-Term Incentive Grants

    The total 2024 target long-term incentive grant values (excluding special long-term incentive awards) determined by the Talent and Compensation Committee for awards of PSUs, SARs, and RSUs are shown below for each NEO.

  81. Annual Long-Term Incentive Grants

    | | 2024 Target LTIP Values | | | | Name(1) | PSUs(1) | SARs | RSUs | | Thomas J. Pritzker | — | $6,200,000 | — | | Award Mix | — | 100% | — | | Mark S. Hoplamazian | $5,000,000 | $2,500,000 | $2,500,000 | | Award Mix | 50% | 25% | 25% | | Joan Bottarini | $1,000,000 | $750,000 | $750,000 | | Award Mix | 40% | 30% | 30% | | Mark R. Vondrasek | $760,000 | $570,000 | $570,000 | | Award Mix | 40% | 30% | 30% | | James K. Chu | $600,000 | $450,000 | $450,000 | | Award Mix | 40% | 30% | 30% |

  82. Annual Long-Term Incentive Grants

    | (1) Values set forth in this table represent the grant amounts determined by the Talent and Compensation Committee. The PSU value was converted into a number of shares underlying the awards on March 19, 2024 based on our then-current closing stock price of $157.11. The values of the PSUs set forth in the Summary Compensation Table and Grants of Plan-Based Awards Table are different than the values shown here because PSUs are valued according to ASC Topic 718 for purposes of the Summary Compensation Table and the Grants of Plan-Based Awards Table. |

  83. RSUs

    RSUs RSUs are designed to align the interests of our NEOs with the interests of our stockholders, to reward performance, and to promote retention of our executives by providing equity-based compensation that fluctuates with our stock price. RSUs also help reduce the volatility of our overall long-term incentive package that arises in part due to the cyclical nature of the hospitality industry since the volatility of the value of an RSU is lower than the volatility of the value of a SAR. RSUs, accordingly, are intended to create a sense of ownership and to better align executives’ interests with our stockholders’ interests. Generally, RSUs vest in substantially equal annual increments over four years (but may be subject to accelerated vesting upon certain qualifying terminations of employment, as discussed in more detail in the CD&A section of this proxy statement titled “Potential Payments on Termination or Change in Control”) and are settled by delivery of shares of our Class A common stock. RSUs granted to employees carry dividend equivalent rights, which entitle RSU holders to the same dividend value per share as our stockholders. Dividend equivalents are subject to the same vesting and other terms and conditions as the corresponding RSUs. Dividend equivalents are accumulated and paid in cash when the underlying RSUs vest.

  84. PSUs

    PSUs PSUs are designed to align the interests of our NEOs with the interests of our stockholders and to reward the cumulative attainment of longer-term Company objectives. In addition to the PSUs granted in 2024 that are further described below, performance periods remain open for PSUs granted by the Talent and Compensation Committee (i) in 2023 that vest based on a three-year relative net rooms growth rank (weighted 50% of the award) and a three-year “Adjusted Compensation EBITDA” goal (weighted 50% of the award), subject to adjustment based on a relative total shareholder return (“TSR”) modifier (the “2023-2025 PSUs”), which are described in additional detail in our proxy statement filed in 2024, and (ii) in 2022 to Mr. Vondrasek that vest based on a three-year direct distribution channel growth goal (weighted 50% of the award) and a three-year loyalty room night penetration growth goal (weighted 50% of the award), which are described in additional detail in our proxy

  85. PSUs

    | Hyatt Hotels Corporation | 2025 Proxy Statement | 29 |

  86. PSUs

    statement filed in 2023 (the “2023-2025 Special PSUs”). PSUs granted in 2020 that would have vested based on achievement of colleague representation goals over a five-and-a-half-year performance period, subject to adjustment based on a TSR modifier (the “2020-2025 PSUs”), were terminated in April 2025 as part of an assessment of strategy and initiatives in light of recent United States federal actions regarding diversity, equity, and inclusion programs. 2024-2026 PSUs In 2024, the Talent and Compensation Committee determined to grant PSUs that vest based on (i) a three-year Company “Net Rooms Growth Rank” as compared to the “Net Rooms Growth Peer Group Companies” (weighted 50% of the award), which may include an additional payout in certain circumstances and (ii) a three-year Adjusted Compensation EBITDA goal (weighted 50% of the award), which, taken together, are subject to adjustment based on a relative TSR modifier (the “2024-2026 PSUs”).

  87. PSUs

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

  88. PSUs

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

  89. PSUs

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

  90. PSUs

    | • | “Adjusted Compensation EBITDA” is defined in Appendix A to this proxy statement. |

  91. PSUs

    An additional payout with respect to Net Rooms Growth Rank may be earned if the Company’s Net Rooms Growth Rank is first and the Company is sufficiently above the next highest-ranked peer. Earned PSUs = (((Relative Net Rooms Growth Payout Percentage + Net Rooms Growth Additional Payout) x 50% of Target Number of PSUs) + (Adjusted Compensation EBITDA Payout Percentage x 50% of Target Number of PSUs)) x Relative TSR Modifier The relative TSR modifier for the 2024-2026 PSUs ranks our TSR over the three-year performance period against each of the following: Hilton Worldwide Holdings Inc., Marriott International, Inc., InterContinental Hotels Group PLC, Host Hotels & Resorts, Inc., Sunstone Hotel Investors, Inc., and Park Hotels & Resorts Inc. Hyatt’s ranking among the foregoing results in the number of vesting PSUs being increased or decreased by a modifier as follows:

  92. PSUs

    | Net Rooms Growth (NRG) Rank | NRG Payout Percentage | Spread Above the Peer Company with 2nd NRG Rank | NRG Additional Payout | Relative TSR Rank | Relative TSR Modifier | | 1st | 100% | 100 bps or above 50 bps - 100 bps | + 50% + 25% | 1st | 133.3% | | 2nd | 75% | | | 2nd | 120% | | 3rd | 50% | | | 3rd | 100% | | 4th | 0% | | | 4th | 100% | | 5th | 0% | | | 5th | 100% | | 6th | 0% | | | 6th | 90% | | | | | | 7th | 80% |

  93. PSUs

    Vesting is also generally subject to continued employment through the three-year performance period (except in the case of certain qualifying terminations of employment due to death or disability, retirement, or in the case of a change in control of the Company, as discussed in more detail in the CD&A section of this proxy statement titled “Potential Payments on Termination or Change in Control”).

  94. PSUs

    | 30 | Hyatt Hotels Corporation | 2025 Proxy Statement |

  95. PSUs

    We believe that disclosure of information regarding the specific performance goals used in determining PSU vesting will cause substantial competitive harm to Hyatt, both directly and indirectly. Therefore, in accordance with applicable SEC rules, the specific performance goals used in determining PSU vesting have been omitted from this proxy statement; however, we expect to disclose these goals in accordance with applicable SEC rules, following the conclusion of the applicable performance period. Dividend equivalents for PSUs are subject to the same vesting and other terms and conditions as the corresponding PSUs. Dividend equivalents are accumulated and paid in cash if and when the underlying PSUs vest. Determination of Performance for 2022-2024 PSUs In 2022, the Talent and Compensation determined to grant PSUs that vest based on (i) a Relative Net Rooms Growth Payout Percentage (three-year Net Rooms Growth Rank as compared to the Net Rooms Growth Peer Companies) (weighted 50% of the award) and (ii) a Fee-Based Earnings Mix Payout Percentage (three-year Fee-Based Earnings mix against an 80% target determined by the Compensation Committee) (weighted 50% of the award), which, taken together, are subject to adjustment based on a relative TSR modifier, as described in the relevant award agreement and our proxy statement filed in 2023 (the “2022-2024 PSUs”). Hyatt ranked number one in net rooms growth as compared to the Net Rooms Growth Peer Group Companies, resulting in a payout percentage of 150% (weighted 50% of the award). Hyatt achieved a Fee Based Earnings Mix of 82% by December 31, 2024, resulting in a payout percentage of 117% (weighted 50% of the award). The ranking of the relative TSR modifier was number three out of seven for the same three-year period, which did not impact the payout percentage, such that in March 2025, the Talent and Compensation Committee determined that a payout of 134% was earned.

  96. Additional Long-Term Incentive Grants

    Additional Long-Term Incentive Grants Additional PSUs On March 19, 2024, we agreed to grant Mr. Hoplamazian five annual tranches of PSUs with an annual grant date fair value of $3,000,000 (the “CEO PSUs”) considering Mr. Hoplamazian’s extended tenure as President & Chief Executive Officer and leading the organization on its continued path of transformation and growth, in order to create further alignment around key strategic and business outcomes over the next five years. In 2024, Mr. Hoplamazian received Tranche I of the CEO PSUs, consisting of 19,094 PSUs. The CEO PSUs are eligible to vest based upon both (i) Mr. Hoplamazian’s continued employment requirement through March 16, 2029 (the “Service Component”) (except in the case of death, disability, qualifying retirement, or qualifying termination (whether in connection with a change in control of the Company or otherwise) as discussed in more detail in the CD&A section of this proxy statement titled “Potential Payments on Termination or Change in Control”) and (ii) the attainment of specified performance-vesting conditions (the “Performance Component”) during each of the calendar years 2024 through 2028. The CEO PSUs are eligible to satisfy the Performance Component during each of the calendar years 2024 through 2028 as follows:

  97. Additional Long-Term Incentive Grants

    | Tranche | Performance Period | Grant Date Fair Value | | Tranche I CEO PSUs | January 1, 2024 — December 31, 2024 | $3,000,000 | | Tranche II CEO PSUs | January 1, 2025 — December 31, 2025 | $3,000,000 | | Tranche III CEO PSUs | January 1, 2026 — December 31, 2026 | $3,000,000 | | Tranche IV CEO PSUs | January 1, 2027 — December 31, 2027 | $3,000,000 | | Tranche V CEO PSUs | January 1, 2028 — December 31, 2028 | $3,000,000 |

  98. Additional Long-Term Incentive Grants

    The Talent and Compensation Committee annually sets performance goals that are part of the Performance Component for the CEO PSUs for the tranche eligible to performance-vest during the relevant performance period (as set forth in the table above), and will determine at the end of each annual performance period whether those goals have been attained. If the applicable performance goals are attained for the relevant performance period at or above target level, that tranche will be earned for purposes of the Performance Component (but remain subject to vesting based on satisfaction of the Service Component and assuming he does not engage in certain “detrimental conduct”). However, Mr. Hoplamazian is eligible for accelerated vesting of some or all of the tranches of the PSUs in the case of death, disability, qualifying retirement, or qualifying termination (whether in connection with a change in control of the Company or otherwise) as discussed in more detail in the CD&A section of this proxy statement titled “Potential Payments on Termination or Change in Control.” In March 2024, the Talent and Compensation Committee determined that the Tranche I CEO PSUs would attain their applicable performance goal if (i) Hyatt’s Asset-Light Earnings Mix equaled 80% or more by December 31, 2024 (weighted 50% of the award) and (ii) Hyatt’s commitment announced in August 2021 to dispose of $2 billion in assets by the end of 2024 is successfully completed, with an Asset-Disposition Multiple of no less 13 times over the

  99. Additional Long-Term Incentive Grants

    | Hyatt Hotels Corporation | 2025 Proxy Statement | 31 |

  100. Additional Long-Term Incentive Grants

    2021-2024 time period, (weighted 50% of the award). “Asset-Light Earnings Mix” is calculated as Adjusted EBITDA from the Company’s Management and Franchising segment and Distribution segment divided by Adjusted EBITDA, excluding overhead and eliminations. “Asset-Disposition Multiple” is calculated as the gross sales price of the sold asset divided by (i) with respect to assets sold between August 2021 and December 2023, Hyatt’s 2019 Adjusted EBITDA, and (ii) with respect to assets sold in 2024, Hyatt’s trailing twelve month Adjusted EBITDA prior to the asset sale(s). In March 2025, the Talent and Compensation Committee determined that the goals were achieved for 2024 and the Tranche I CEO PSUs have accordingly been earned for performance-vesting purposes.

  101. Equity Award Timing Practices

    Equity Award Timing Practices With respect to Item 402(x) of Regulation S-K, the Company typically makes equity grants pursuant to our Non-Employee Director Compensation Policy and the LTIP during regularly scheduled board meetings or during periods when we are not in possession of material non-public information. Although we have not adopted a formal policy with respect to the timing of our equity award grants, including equity award grants to NEOs, the Talent and Compensation Committee typically grants LTIP awards on a regular annual schedule during the first calendar quarter of the year.During 2024, we did not grant stock options, SARs, or similar option-like instruments to our NEOs during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that disclosed any material non-public information. Pursuant to our Insider Trading Compliance Policy, neither the Company, nor executive officers, directors, or certain colleagues (as set forth in the Insider Trading Compliance Policy) may trade in any securities of the Company during the period beginning seven calendar days before the end of any fiscal quarter of the Company and ending one full trading day after the p ublic release of earnings data for such quarter, whether or not the Company or its executive officers, directors, or applicable colleagues are in possession of material non-public information.

  102. Employee Benefits

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

  103. Termination and Severance Benefits

    Termination and Severance Benefits In the event of certain qualifying terminations of employment, NEOs are entitled to severance payments and benefits under the Hyatt Hotels Corporation Executive Officer Severance and Change in Control Plan (the “ Severance and Change in Control Plan ”). All severance payments and benefits under the Severance and Change in Control Plan that are payable in connection with a change in control are “double trigger,” meaning the NEO will not receive severance benefits in connection with a change in control unless the NEO also experiences a qualifying termination of employment. For a description of the material terms of the Severance and Change in Control Plan, see the section below in the CD&A section of this proxy statement titled “Potential Payments on Termination or Change in Control.” We do not provide for tax reimbursement payments or tax gross-ups related to any payments received in connection with a change in control.

  104. Termination and Severance Benefits

    | 32 | Hyatt Hotels Corporation | 2025 Proxy Statement |

  105. Summary Compensation Table

    Summary Compensation Table

  106. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Stock Awards (1)(2) | Option Awards (1) | Non-Equity Incentive Plan Compensation (3) | All Other Compensation (4) | Total | | Thomas J. Pritzker | 2024 | $655,444 | — | $6,200,000 | — | $17,877 | $6,873,321 | | Executive Chairman of the Board | 2023 | $632,417 | — | $5,999,981 | — | $17,873 | $6,650,271 | | | 2022 | $617,000 | — | $5,499,966 | — | $18,631 | $6,135,597 | | Mark S. Hoplamazian | 2024(5) | $1,403,805 | $10,777,803 | $2,499,974 | $1,816,500 | $117,128 | $16,615,210 | | President and Chief Executive Officer (Principal Executive Officer) | 2023 | $1,354,167 | $14,307,053 | $2,499,956 | $2,585,200 | $43,891 | $20,790,267 | | | 2022 | $1,319,917 | $9,125,041 | $2,374,976 | $3,756,400 | $84,308 | $16,660,642 | | Joan Bottarini | 2024 | $794,234 | $1,805,355 | $749,972 | $611,200 | $40,775 | $4,001,536 | | Executive Vice President, Chief Financial Officer (Principal Financial Officer) | 2023 | $765,833 | $1,785,761 | $719,994 | $835,300 | $39,594 | $4,146,482 | | | 2022 | $744,000 | $1,567,224 | $659,963 | $1,252,500 | $36,778 | $4,260,465 | | Mark R. Vondrasek | 2024 | $774,311 | $1,372,212 | $569,981 | $595,800 | $40,775 | $3,353,079 | | Executive Vice President, Chief Commercial Officer | 2023 | $747,000 | $1,302,097 | $524,960 | $814,700 | $26,390 | $3,415,147 | | | 2022 | $729,000 | $3,027,220 | $524,999 | $1,185,800 | $24,565 | $5,491,584 | | James K. Chu | 2024(6) | $766,861 | $1,083,178 | $449,942 | $582,400 | $40,775 | $2,923,156 | | Executive Vice President, Chief Growth Officer | | | | | | | |

  107. Summary Compensation Table

    | (1) Amounts shown in the “Stock Awards” column represent the aggregate grant date fair value of RSUs and PSUs and the amounts shown in the “Option Awards” column represent the aggregate grant date fair value of SARs, in each case, granted in the year indicated, with such grant date fair values prepared in accordance with ASC Topic 718. For a discussion of the assumptions made in the valuation reflected in these columns, see Note 17 to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024. The actual value, if any, which an executive may realize from a SAR, RSU, or PSU award is contingent upon the satisfaction of the conditions to vesting applicable to that award, and is determined by reference to stock price, which may fluctuate. Thus, there is no assurance that the value, if any, eventually realized by the executive will correspond to the amount shown in the table. |

  108. Summary Compensation Table

    | (2) The amounts shown for the 2024-2026 PSUs reflect the grant date fair value of the awards at target payout. The grant date fair value of the 2024-2026 PSUs assuming the highest level of performance (i.e., 200% of target) are as follows: Mr. Hoplamazian $10,556,021, Ms. Bottarini $2,110,939, Mr. Vondrasek $1,604,433, and Mr. Chu $1,266,431. |

  109. Summary Compensation Table

    | (3) See the section in the CD&A section of this proxy statement titled “Annual Incentive” for more information about the EIP. |

  110. Summary Compensation Table

    | (4) All Other Compensation for 2024 includes that shown in the table below: |

  111. Summary Compensation Table

    | Name | 401(k) Match | Contributions to DCP | Life Insurance and Long-Term Disability Premiums | Perquisites and Other Personal Benefits(a) | Total | | Thomas J. Pritzker | $4,964 | $12,000 | $913 | — | $17,877 | | Mark S. Hoplamazian | $13,800 | $12,000 | $1,235 | $90,093 | $117,128 | | Joan Bottarini | $13,800 | $19,500 | $1,235 | $6,240 | $40,775 | | Mark R. Vondrasek | $13,800 | $19,500 | $1,235 | $6,240 | $40,775 | | James K. Chu | $13,800 | $19,500 | $1,235 | $6,240 | $40,775 |

  112. Summary Compensation Table

    | (a) Amounts shown reflect: the aggregate incremental cost of personal use of the corporate aircraft ($80,589 for Mr. Hoplamazian), and the cost of parking benefits ($9,504 for Mr. Hoplamazian, $6,240 for each of Ms. Bottarini, Mr. Vondrasek, and Mr. Chu). |

  113. Summary Compensation Table

    | (5) As described in the CD&A section of this proxy statement titled “Additional Long-Term Incentive Grants,” we entered into an agreement on March 19, 2024 to grant Mr. Hoplamazian CEO PSUs in five annual tranches, which are eligible to performance-vest in annual tranches. Tranche I CEO PSUs consisted of 19,094 shares. |

  114. Summary Compensation Table

    | (6) Mr. Chu commenced his position as Executive Vice President, Chief Growth Officer on January 1, 2024. |

  115. Summary Compensation Table

    | Hyatt Hotels Corporation | 2025 Proxy Statement | 35 |

  116. Grants of Plan-Based Awards — 2024

    Grants of Plan-Based Awards — 2024

  117. Grants of Plan-Based Awards — 2024

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(#)(3) | All Other Option Awards: Number of Securities Underlying Options(#) | Exercise or Base Price of Option Awards ($)(4) | Grant Date Fair Value of Stock and Options Awards(5) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Thomas J. Pritzker | | | | | | | | | | | | | SARs | 3/19/2024 | | | | | | | | 90,077 | $157.11 | $6,200,000 | | Mark S. Hoplamazian | | | | | | | | | | | | | | | $1,229,375 | $2,458,750 | $4,917,500 | | | | | | | | | PSUs | 5/15/2024 | | | | 6,365 | 31,824 | 63,648 | | | | $5,278,010 | | PSUs(6) | 3/19/2024 | | | | | 19,094 | | | | | $2,999,858 | | SARs | 3/19/2024 | | | | | | | | 36,321 | $157.11 | $2,499,974 | | RSUs | 3/19/2024 | | | | | | | 15,912 | | | $2,499,934 | | Joan Bottarini | | | | | | | | | | | | | | | $397,500 | $795,000 | $1,590,000 | | | | | | | | | PSUs | 5/15/2024 | | | | 1,273 | 6,364 | 12,728 | | | | $1,055,469 | | SARs | 3/19/2024 | | | | | | | | 10,896 | $157.11 | $749,972 | | RSUs | 3/19/2024 | | | | | | | 4,773 | | | $749,886 | | Mark R. Vondrasek | | | | | | | | | | | | | | | $387,500 | $775,000 | $1,550,000 | | | | | | | | | PSUs | 5/15/2024 | | | | 967 | 4,837 | 9,674 | | | | $802,216 | | SARs | 3/19/2024 | | | | | | | | 8,281 | $157.11 | $569,981 | | RSUs | 3/19/2024 | | | | | | | 3,628 | | | $569,995 | | James K. Chu | | | | | | | | | | | | | | | $383,750 | $767,500 | $1,535,000 | | | | | | | | | PSUs | 5/15/2024 | | | | 764 | 3,818 | 7,636 | | | | $633,215 | | SARs | 3/19/2024 | | | | | | | | 6,537 | $157.11 | $449,942 | | RSUs | 3/19/2024 | | | | | | | 2,864 | | | $449,963 |

  118. Grants of Plan-Based Awards — 2024

    | (1) The amounts shown represent the threshold, target, and maximum potential payments under the EIP based on multiples of the NEO’s base salary as of December 31, 2024. See “Annual Incentive” in the CD&A section of this proxy statement for more information about the EIP. |

  119. Grants of Plan-Based Awards — 2024

    | (2) Except with respect to the CEO PSUs granted to Mr. Hoplamazian (but inclusive of Mr. Hoplamazian’s 2024-2026 PSUs), the amounts shown represent the potential 2024-2026 PSUs that may be earned at each of the threshold, target, and maximum performance levels. Each NEO was granted PSUs at target, but the number of PSUs that will vest and be retained by the NEO will be determined at the conclusion of the relevant performance period based on performance goal attainment. |

  120. Grants of Plan-Based Awards — 2024

    The 2024-2026 PSUs will vest based on achievement of three-year relative net rooms growth and three-year Adjusted Compensation EBITDA, which, taken together, are subject to adjustment based on a relative TSR modifier for the three-year period ending on December 31, 2026. Threshold payout with respect to the 2024-2026 PSUs assumes that either the relative net rooms growth metric or the Adjusted Compensation EBITDA metric is achieved at threshold, applying the lowest TSR modifier of 80%. Vesting is generally subject to continued employment through the performance period (except in the case of certain qualifying terminations of employment or in the case of a change in control of the Company, as discussed in more detail in the CD&A section of this proxy statement titled “Potential Payments on Termination or Change in Control”).

  121. Grants of Plan-Based Awards — 2024

    | (3) The RSUs vest pro rata in annual increments over a four-year period beginning on March 16, 2025 based on continued employment through the applicable vesting date (but may be subject to accelerated vesting upon certain qualifying terminations of employment, as discussed in more detail in the CD&A section of this proxy statement titled “Potential Payments on Termination or Change in Control”). |

  122. Grants of Plan-Based Awards — 2024

    | (4) The exercise price of the SARs is the closing price of the Company’s Class A common stock on the date of grant. |

  123. Grants of Plan-Based Awards — 2024

    | (5) Amounts shown represent the grant date fair value of SARs, RSUs, and PSUs granted in the year indicated, computed in accordance with ASC Topic 718. For a discussion of the assumptions made in the valuation reflected in these columns, see Note 17 to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024. With regard to the valuation of PSU awards granted in May 2024, the grant date fair values set forth above reflect the vesting of PSUs based upon the probable outcome at target levels and were determined based on a Monte Carlo simulation model as of May 15, 2024, the grant date of the PSUs. For a discussion of the assumptions made in the valuations reflected in this column, see Note 17 to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024. |

  124. Grants of Plan-Based Awards — 2024

    | (6) On March 19, 2024, the Talent and Compensation Committee agreed to grant Mr. Hoplamazian the CEO PSUs, which are eligible to performance-vest in annual tranches over five years (as described in more detail in the CD&A section of this proxy statement titled “Additional Long-Term Incentive Grants”). The amount shown represents the grant date fair value of the target number Tranche I CEO PSUs under this award that were eligible to performance-vest in respect of 2024 performance if annual performance goals, set by the Talent and Compensation Committee, were attained at “target performance” during 2024. Neither threshold nor maximum performance measurements apply to the Tranche I CEO PSUs. On March 4, 2025, the Talent and Compensation Committee determined the performance goal had been achieved and therefore the Tranche I CEO PSUs were “banked” and remain eligible to vest on March 16, 2029 if Mr. Hoplamazian satisfies the applicable continued employment requirement (subject to accelerated vesting on certain qualifying terminations of employment). |

  125. Grants of Plan-Based Awards — 2024

    | 36 | Hyatt Hotels Corporation | 2025 Proxy Statement |

  126. Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table

  127. Outstanding Equity Awards at Fiscal Year-End — 2024

    Outstanding Equity Awards at Fiscal Year-End — 2024

  128. Outstanding Equity Awards at Fiscal Year-End — 2024

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable (1)(5) | Number of Securities Underlying Unexercised Options (#) Unexercisable (1)(5) | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2)(5) | Market Value of Shares or Units of Stock That Have Not Vested (4)(5) | Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market Value of Unearned Shares or Units of Stock That Have Not Vested (4) | | Thomas J. Pritzker | | | | | | | | | | | SARs | 3/19/2024 | — | 90,077 | $157.11 | 3/19/2034 | | | | | | SARs | 3/21/2023 | 30,902 | 92,707 | $111.71 | 3/21/2033 | | | | | | SARs | 3/24/2022 | 72,924 | 72,925 | $95.06 | 3/24/2032 | | | | | | SARs | 3/24/2021 | 130,752 | 43,585 | $80.46 | 3/24/2031 | | | | | | SARs | 3/24/2020 | 563,063 | — | $48.66 | 3/24/2030 | | | | | | SARs | 3/20/2019 | 292,226 | — | $71.67 | 3/20/2029 | | | | | | SARs | 3/21/2018 | 212,967 | — | $80.02 | 3/21/2028 | | | | | | Mark S. Hoplamazian | | | | | | | | | | | PSUs | 5/15/2024 | | | | | | | 31,824 | $4,995,732 | | PSUs(5a) | 3/19/2024 | | | | | 19,094 | $2,997,376 | | | | SARs | 3/19/2024 | — | 36,321 | $157.11 | 3/19/2034 | | | | | | RSUs | 3/19/2024 | | | | | 15,912 | $2,497,866 | | | | PSUs | 5/17/2023 | | | | | | | 44,758 | $7,026,111 | | SARs | 3/21/2023 | 12,875 | 38,628 | $111.71 | 3/21/2033 | | | | | | RSUs | 3/21/2023 | | | | | 16,785 | $2,634,909 | | | | SARs | 3/24/2022 | 31,490 | 31,490 | $95.06 | 3/24/2032 | | | | | | RSUs | 3/24/2022 | | | | | 12,492 | $1,960,994 | | | | SARs | 3/24/2021 | 62,106 | 20,704 | $80.46 | 3/24/2031 | | | | | | RSUs | 3/24/2021 | | | | | 7,380 | $1,158,512 | | | | RSUs | 3/24/2021 | | | | | 5,524 | $867,158 | | | | PSUs | 12/9/2020 | | | | | | | 77,162 | $12,112,891 | | SARs | 3/24/2020 | 267,454 | — | $48.66 | 3/24/2030 | | | | | | SARs | 3/20/2019 | 138,807 | — | $71.67 | 3/20/2029 | | | | | | Joan Bottarini | | | | | | | | | | | PSUs | 5/15/2024 | | | | | | | 6,364 | $999,021 | | SARs | 3/19/2024 | — | 10,896 | $157.11 | 3/19/2034 | | | | | | RSUs | 3/19/2024 | | | | | 4,773 | $749,266 | | | | PSUs | 5/17/2023 | | | | | | | 8,593 | $1,348,929 | | SARs | 3/21/2023 | 3,708 | 11,125 | $111.71 | 3/21/2033 | | | | | | RSUs | 3/21/2023 | | | | | 4,834 | $758,841 | | | | SARs | 3/24/2022 | 8,750 | 8,751 | $95.06 | 3/24/2032 | | | | | | RSUs | 3/24/2022 | | | | | 3,472 | $545,035 | | | | RSUs | 3/24/2022 | | | | | 789 | $123,857 | | | | SARs | 3/24/2021 | 14,904 | 4,970 | $80.46 | 3/24/2031 | | | | | | RSUs | 3/24/2021 | | | | | 1,771 | $278,012 | | | | RSUs | 3/24/2021 | | | | | 652 | $102,351 | | | | PSUs | 12/9/2020 | | | | | | | 10,829 | $1,699,936 | | SARs | 3/24/2020 | 54,054 | — | $48.66 | 3/24/2030 | | | | | | SARs | 3/20/2019 | 24,547 | — | $71.67 | 3/20/2029 | | | | | | Mark R. Vondrasek | | | | | | | | | | | PSUs | 5/15/2024 | | | | | | | 4,837 | $759,312 | | SARs | 3/19/2024 | — | 8,281 | $157.11 | 3/19/2034 | | | | | | RSUs | 3/19/2024 | | | | | 3,628 | $569,523 | | | | PSUs | 5/17/2023 | | | | | | | 6,266 | $983,637 | | SARs | 3/21/2023 | 2,703 | 8,112 | $111.71 | 3/21/2033 | | | | | | RSUs | 3/21/2023 | | | | | 3,525 | $553,355 | | | | PSUs | 12/8/2022 | | | | | | | 18,011 | $2,827,367 | | SARs | 3/24/2022 | 3,480 | 6,962 | $95.06 | 3/24/2032 | | | | | | RSUs | 3/24/2022 | | | | | 2,762 | $433,579 | | | | RSUs | 3/24/2022 | | | | | 789 | $123,857 | | | | SARs | 3/24/2021 | — | 4,577 | $80.46 | 3/24/2031 | | | | | | RSUs | 3/24/2021 | | | | | 7,458 | $1,170,757 | | | | RSUs | 3/24/2021 | | | | | 1,631 | $256,034 | | | | RSUs | 3/24/2021 | | | | | 700 | $109,886 | | | | PSUs | 12/9/2020 | | | | | | | 11,845 | $1,859,428 |

  129. Outstanding Equity Awards at Fiscal Year-End — 2024

    | 38 | Hyatt Hotels Corporation | 2025 Proxy Statement |

  130. Outstanding Equity Awards at Fiscal Year-End — 2024

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable (1)(5) | Number of Securities Underlying Unexercised Options (#) Unexercisable (1)(5) | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2)(5) | Market Value of Shares or Units of Stock That Have Not Vested (4)(5) | Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market Value of Unearned Shares or Units of Stock That Have Not Vested (4) | | James K. Chu | | | | | | | | | | | PSUs | 5/15/2024 | | | | | | | 3,818 | $599,350 | | SARs | 3/19/2024 | — | 6,537 | $157.11 | 3/19/2034 | | | | | | RSUs | 3/19/2024 | | | | | 2,864 | $449,591 | | | | RSUs(5b) | 9/13/2023 | | | | | 17,931 | $2,814,808 | | | | PSUs | 5/17/2023 | | | | | | | 5,371 | $843,140 | | SARs | 3/21/2023 | 2,317 | 6,953 | $111.71 | 3/21/2033 | | | | | | RSUs | 3/21/2023 | | | | | 3,021 | $474,237 | | | | SARs | 5/18/2022 | 3,734 | 3,737 | $79.03 | 5/18/2032 | | | | | | RSUs | 5/18/2022 | | | | | 15,817 | $2,482,953 | | | | RSUs | 5/18/2022 | | | | | 1,518 | $238,296 | | | | SARs | 3/24/2022 | 2,784 | 2,784 | $95.06 | 3/24/2032 | | | | | | RSUs | 3/24/2022 | | | | | 1,105 | $173,463 | | | | RSUs | 3/24/2022 | | | | | 263 | $41,286 | | | | SARs | 3/24/2021 | 5,256 | 1,752 | $80.46 | 3/24/2031 | | | | | | RSUs | 3/24/2021 | | | | | 626 | $98,269 | | | | RSUs | 3/24/2021 | | | | | 314 | $49,292 | | | | PSUs | 12/9/2020 | | | | | | | 4,534 | $711,747 | | SARs | 3/24/2020 | 22,635 | — | $48.66 | 3/24/2030 | | | | | | SARs | 3/20/2019 | 11,747 | — | $71.67 | 3/20/2029 | | | | | | SARs | 3/21/2018 | 9,465 | — | $80.02 | 3/21/2028 | | | | | | SARs | 3/22/2017 | 12,232 | — | $52.65 | 3/22/2027 | | | | |

  131. Outstanding Equity Awards at Fiscal Year-End — 2024

    | (1) Represents outstanding SARs held by the NEOs as of December 31, 2024. The SARs vest and become exercisable based on continued service through the applicable vesting date (subject to accelerated vesting upon certain qualifying terminations of employment, as discussed in more detail in the CD&A section of this proxy statement titled “Potential Payments on Termination or Change in Control”). |

  132. Outstanding Equity Awards at Fiscal Year-End — 2024

    | (2) Other than the CEO PSUs referenced in note (5) below, the awards in this column represents RSUs held by the NEOs as of December 31, 2024. The RSUs vest based on continued service through the applicable vesting date (subject to accelerated vesting upon certain qualifying terminations of employment). |

  133. Outstanding Equity Awards at Fiscal Year-End — 2024

    | (3) Represents the target value and number of PSUs granted in May 2024, May 2023, December 2022 and December 2020; actual performance for the applicable performance period may result in more or fewer PSUs becoming earned for such award. The PSUs vest based on performance and continued service through the last day of the performance period, which is December 31, 2025 for all PSUs other than the PSUs granted in May 2024 for which the performance period ends on December 31, 2026 (except in the case of certain qualifying terminations of employment due to death or disability, retirement, or in the case of a change in control of the Company). As described in the CD&A section of this proxy statement titled “PSUs,” the 2020-2025 PSUs were terminated in April 2025. |

  134. Outstanding Equity Awards at Fiscal Year-End — 2024

    | (4) Based on $156.98 per share, which was the closing price of our Class A common stock on December 31, 2024. |

  135. Outstanding Equity Awards at Fiscal Year-End — 2024

    | (5) Unless otherwise indicated, all RSU and SAR awards vest in four substantially equal annual installments commencing on March 16th of the year following the applicable grant date, in each case, based on continued service through the applicable vesting date (subject to accelerated vesting upon certain qualifying terminations of employment). |

  136. Outstanding Equity Awards at Fiscal Year-End — 2024

    | (5a) On March 4, 2025, the Talent and Compensation Committee determined Mr. Hoplamazian’s Tranche I CEO PSUs goal had been achieved and therefore the Tranche I CEO PSUs were earned and remain eligible to vest on March 16, 2029 if Mr. Hoplamazian satisfies the applicable continued employment requirement (subject to accelerated vesting on certain qualifying terminations of employment). |

  137. Outstanding Equity Awards at Fiscal Year-End — 2024

    | (5b) Mr. Chu’s RSU award vests in four substantially equal installments commencing on September 16, 2024 based on continued service through the applicable vesting date (subject to accelerated vesting upon certain qualifying terminations of employment). |

  138. Outstanding Equity Awards at Fiscal Year-End — 2024

    Under our Amended and Restated Policy Regarding Equity Vesting and Exercise (“Retirement Policy Regarding Equity Vesting and Exercise”) and unless otherwise specified in an applicable award agreement, RSUs and SARs under the LTIP will continue to become exercisable (if applicable) and payable following an employee’s retirement, as long as the retiree continues to comply with the policy. “Retirement” for this purpose means a voluntary termination of employment after the sum of the individual’s age and service with us equals or exceeds 65, provided that the individual is at least age 55. Messrs. Pritzker, Hoplamazian, and Chu are currently retirement eligible.

  139. Outstanding Equity Awards at Fiscal Year-End — 2024

    | Hyatt Hotels Corporation | 2025 Proxy Statement | 39 |

  140. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  141. Option Exercises and Stock Vested

    | | SAR Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise(#)(1) | Value Realized on Exercise($)(1) | Number of Shares Acquired on Vesting(#)(1) | Value Realized on Vesting($)(1)(2) | | Thomas J. Pritzker | 244,648 | $25,920,315 | — | — | | Mark S. Hoplamazian | 530,364 | $51,135,281 | 245,549 | $36,624,032 | | Joan Bottarini | — | — | 21,004 | $3,023,867 | | Mark R. Vondrasek | 19,357 | $1,849,519 | 23,410 | $3,434,827 | | James K. Chu | — | — | 27,078 | $3,970,956 |

  142. Option Exercises and Stock Vested

    | (1) For each NEO, shares of Class A common stock underlying exercised SAR awards, vested RSUs, or vested PSUs, as applicable, were delivered upon vesting. |

  143. Option Exercises and Stock Vested

    | (2) Includes 134% of the target 2022-2024 PSUs. In March 2025, the Talent and Compensation Committee determined to pay 134% pursuant to the terms of the plan. See “Determination of Performance for 2022-2024 PSUs” in the CD&A section of this proxy statement for more information. |

  144. Non-Qualified Deferred Compensation Table

    Non-Qualified Deferred Compensation Table The table below sets forth certain information as of December 31, 2024, with respect to the non-qualified deferred compensation plans in which our NEOs participate.

  145. Non-Qualified Deferred Compensation Table

    | Name | Executive Contributions in Last Fiscal Year(1) | Registrant Contributions in Last Fiscal Year(2) | Aggregate Earnings (Losses) in Last Fiscal Year | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last Fiscal Year End(3) | | Thomas J. Pritzker | $498,180 | $12,000 | $24,432,597 | — | $142,515,044 | | Mark S. Hoplamazian | $1,292,600 | $12,000 | $2,474,028 | — | $15,312,891 | | Joan Bottarini | — | $19,500 | $162,046 | — | $1,167,986 | | Mark R. Vondrasek | — | $19,500 | $13,715 | — | $132,915 | | James K. Chu | — | $19,500 | $325,677 | — | $1,954,567 |

  146. Non-Qualified Deferred Compensation Table

    | (1) Includes amounts reflected under “Salary” in the Summary Compensation Table for 2024 for Mr. Pritzker and amounts reflected under “Non-Equity Incentive Plan Compensation” for Mr. Hoplamazian. |

  147. Non-Qualified Deferred Compensation Table

    | (2) Registrant contributions are credited in February following the plan year. Registrant contributions in respect of 2024 were credited in February 2025 and are not reflected in the Aggregate Balance at Last Fiscal Year End column. |

  148. Non-Qualified Deferred Compensation Table

    | (3) Of the total amounts shown in each NEO’s Aggregate Balance at Last Fiscal Year End, the following amounts have been reported as “Salary,” “Bonus,” “Non-Equity Incentive Plan Compensation,” or “All Other Compensation” in the Summary Compensation Table (in 2024 and in previous years) for Mr. Pritzker: $9,539,981 and Mr. Hoplamazian: $7,620,549. For Mr. Chu, Mr. Vondrasek and Ms. Bottarini, $19,500, $120,500 and $143,775, respectively, have been reported as “All Other Compensation” (in 2024 and in previous years). |

  149. Narrative to Non-Qualified Deferred Compensation Table

    Narrative to Non-Qualified Deferred Compensation Table See description of the Deferred Compensation Plan in the CD&A section of this proxy statement titled “Employee Benefits — Retirement Programs — Deferred Compensation Plan.”

  150. Potential Payments on Termination or Change in Control

    Potential Payments on Termination or Change in Control

  151. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information regarding the ratio of the annual total compensation of our median employee to the annual total compensation of Mark S. Hoplamazian, our President and Chief Executive Officer (our “CEO”). We consider the pay ratio specified below to be a reasonable estimate, calculated in a manner that is intended to be consistent with the requirements Item 402(u) of Regulation S-K. For 2024, our last completed fiscal year:

  152. CEO Pay Ratio

    | • | the annual total compensation of the employee who represents our median compensated employee (other than our CEO) was $47,192; and |

  153. CEO Pay Ratio

    | • | the annual total compensation of our CEO, as reported in the Summary Compensation Table included above in this proxy statement, was $16,615,210. |

  154. CEO Pay Ratio

    Based on this information, for 2024, the annual total compensation of our CEO was approximately 352 times the median of the annual total compensation of all of our employees (other than the CEO).

  155. Pay Versus Performance

    Pay Versus Performance The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2024, 2023, 2022, 2021 and 2020, and our financial performance for each such fiscal year:

  156. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(3) | Net Income (Loss) ($) | Adjusted Compensation EBITDA(4) | | 2024 | $16,615,210 | $20,359,925 | $4,287,773 | $7,144,607 | $176.80 | $172.51 | $1,296,000,000 | $1,189,000,000 | | 2023 | $20,790,267 | $56,444,245 | $4,675,605 | $13,712,268 | $146.29 | $137.70 | $220,000,000 | $1,251,000,000 | | 2022 | $16,660,642 | $16,629,914 | $5,991,767 | $5,913,035 | $101.06 | $103.07 | $455,000,000 | $1,135,000,000 | | 2021 | $24,070,053 | $36,922,378 | $7,066,577 | $9,717,383 | $107.15 | $124.59 | $(222,000,000) | $277,100,000 | | 2020 | $13,006,023 | $13,609,704 | $3,604,660 | $5,922,049 | $82.96 | $94.71 | $(703,000,000) | $(177,000,000) |

  157. 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 fiscal year, as determined under SEC rules, which includes the individuals indicated in the table below for each fiscal year: |

  158. Pay Versus Performance

    | Year | PEO | Non-PEO NEOs | | 2024 | Mark S. Hoplamazian | Thomas J. Pritzker, Joan Bottarini, Mark R. Vondrasek, and James K. Chu | | 2023 | Mark S. Hoplamazian | Thomas J. Pritzker, Joan Bottarini, H. Charles Floyd, and Mark R. Vondrasek | | 2022 | Mark S. Hoplamazian | Thomas J. Pritzker, Joan Bottarini, H. Charles Floyd, and Mark R. Vondrasek | | 2021 | Mark S. Hoplamazian | Joan Bottarini, Alejandro Reynal, H. Charles Floyd, and Mark R. Vondrasek | | 2020 | Mark S. Hoplamazian | Thomas J. Pritzker, Joan Bottarini, H. Charles Floyd, and Mark R. Vondrasek |

  159. Pay Versus Performance

    | (2) Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table ( “ SCT ”) for the applicable fiscal year, adjusted as follows: |

  160. Pay Versus Performance

    | | 2024 | | | Adjustments | PEO | Average Non-PEO NEOs | | Total Compensation in the SCT | $16,615,210 | $4,287,773 | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the SCT | $(13,277,777) | $(3,057,660) | | Increase for Fair Value of Awards Granted During Year that Remain Unvested as of Year End | $13,252,953 | $3,030,979 | | Increase for Fair Value of Awards Granted During Year that Vested During Year | — | — | | Change in Fair Value from Prior Year-End to Current Year-End of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-End | $1,713,677 | $1,479,189 | | Change in Fair Value from Prior Year-End to Vesting Date of Awards Granted Prior to Year that Vested During Year | $1,908,724 | $1,369,364 | | Increase based on Dividends or Other Earnings Paid during Year prior to Vesting Date | $147,138 | $34,962 | | Total Adjustments | $3,744,715 | $2,856,834 | | Total Compensation Actually Paid | $20,359,925 | $7,144,607 |

  161. Pay Versus Performance

    | (3) For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR ”) of the Russell 1000 Hotel/Motel Index. |

  162. Pay Versus Performance

    | (4) See Appendix A to this proxy statement for additional information, including our definition of Adjusted Compensation EBITDA. |

  163. Pay Versus Performance

    | Hyatt Hotels Corporation | 2025 Proxy Statement | 45 |

  164. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table

  165. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List We believe the following performance measures represent the most important performance measures used to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2024:

  166. Pay Versus Performance Tabular List

    | • | Adjusted Compensation EBITDA; |

  167. Pay Versus Performance Tabular List

    | • | TSR; and |

  168. Pay Versus Performance Tabular List

    | • | Net Rooms Growth |

  169. Pay Versus Performance Tabular List

    For additional details regarding certain of our most important performance measures, please see the sections titled “Annual Incentive” and “Annual Incentive — Long-Term Incentive — Annual Long-Term Incentive Grants — PSUs” in the CD&A section of this proxy statement, as applicable. See Appendix A to this proxy statement for additional information, including our definition of Adjusted Compensation EBITDA.

  170. Pay Versus Performance Tabular List

    | 46 | Hyatt Hotels Corporation | 2025 Proxy Statement |