DEF 14A of Hilton Worldwide Holdings Inc., Apr 4, 2025

DEF 14A of Hilton Worldwide Holdings Inc.

Filed Apr 4, 2025 · FY20240001585689-25-000078

Open on EDGAR

  1. BY MAIL

    | Other Benefits and Perquisites | 33 | | Pension Benefits | 33 | | Severance Plan | 33 | | Key Executive Compensation Practices | 34 | | Ownership Policy | 34 | | Clawback Policy | 35 | | Stock Award Granting Policy | 35 | | Risk Considerations | 35 | | IRS Code Section 162(m) | 35 | | Compensation Committee Report | 35 | | Executive Compensation — Compensation Tables | 36 | | Summary Compensation Table | 36 | | 2024 Grants of Plan-Based Awards | 37 | | Outstanding Equity Awards at 2024 Fiscal Year-End | 38 | | 2024 Option Exercises and Stock Vested | 39 | | 2024 Pension Benefits | 39 | | 2024 Nonqualified Deferred Compensation | 40 | | Potential Payments Upon Termination or Change in Control | 41 | | Pay Ratio | 42 | | Pay Versus Performance | 43 | | Proposal No. 4 — Approval of an Amendment to the Certificate of Incorporation to Remove the Supermajority Requirement for Stockholders to Amend the By-Laws | 45 | | Proposal No. 5 — Approval of Amendments to the Certificate of Incorporation to Limit Liability of Certain Officers as Permitted by Law and Eliminate Provisions that are No Longer Applicable | 46 | | Compensation Committee Interlocks and Insider Participation | 48 | | Securities Authorized for Issuance under Equity Compensation Plans | 48 | | Ownership of Securities | 49 | | Transactions with Related Persons | 50 | | Questions and Answers | 50 | | Stockholder Proposals for the 2026 Annual Meeting | 53 | | Forward-Looking Statements | 54 | | Householding of Proxy Materials | 55 | | Other Business | 55 | | Incorporation by Reference | 55 | | Annex A – Non-GAAP Measures | A-1 | | Annex B – Officer Exculpation Amendment and the Clean-Up Amendments | B-1 |

  2. Our Board’s Recommendation

    Our Board’s Recommendation

  3. Our Board’s Recommendation

    | Proposal No. 1: Election of All Director Nominees | FOR | | Our Board of Directors believes that all of the director nominees listed in this proxy statement have the requisite qualifications to provide effective oversight of the Company’s business and management. | Pg. 4 |

  4. Our Board’s Recommendation

    | Proposal No. 2: Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm | FOR | | Our Audit Committee and Board of Directors believe that the retention of Ernst & Young LLP as the Company's independent registered public accounting firm for 2025 is in the best interest of the Company and its stockholders. | Pg. 18 |

  5. Our Board’s Recommendation

    | Proposal No. 3: Advisory Vote on Executive Compensation | FOR | | We are seeking a non-binding, advisory vote to approve, and our Board of Directors recommends the approval of, the 2024 compensation paid to our named executive officers, which is described in the section of this proxy statement entitled "Executive Compensation." | Pg. 20 |

  6. Our Board’s Recommendation

    | Proposal No. 4: Proposal to Amend the Certificate of Incorporation to Eliminate a Supermajority Voting Requirement | FOR | | The Board of Directors seeks approval to amend the certificate of incorporation to eliminate the supermajority requirement for stockholders to amend the Company’s by-laws so that stockholders could amend the Company’s by-laws by a simple majority of votes cast. | Pg. 45 |

  7. Our Board’s Recommendation

    | Proposal No. 5: Proposal to Amend the Certificate of Incorporation to Provide for Officer Exculpation and Eliminate Provisions That Are No Longer Applicable | FOR | | The Board of Directors seeks approval to amend the certificate of incorporation to provide for officer exculpation and eliminate provisions that are no longer applicable. | Pg. 46 |

  8. Our Board’s Recommendation

    | Hilton | PROXY STATEMENT | 3 |

  9. Our Board’s Recommendation

    Our Board of Directors (the “Board” or “Board of Directors”) has considered and nominated the following nominees for a one-year term expiring at the 2026 Annual Meeting of Stockholders or until their successor is duly elected and qualified: Christopher J. Nassetta; Jonathan D. Gray; Charlene T. Begley; Chris Carr; Melanie L. Healey; Raymond E. Mabus, Jr.; Marissa A. Mayer; Elizabeth A. Smith and Douglas M. Steenland. Action will be taken at the Annual Meeting for the election of these nominees. Judith A. McHale is retiring from the Board as of our Annual Meeting date and is therefore not up for re-election. Unless otherwise instructed, the persons named in the form of proxy card (the “proxyholders”) included with this proxy statement, as filed with the Securities and Exchange Commission (“SEC”), intend to vote the proxies held by them for the election of the director nominees. If any of these nominees ceases to be a candidate for election by the time of the Annual Meeting, such proxies may be voted by the proxyholders in accordance with the recommendation of the Board.

  10. Our Board’s Recommendation

    | NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2025 |

  11. Our Board’s Recommendation

    The following information describes the offices held, other business directorships and the term of each director nominee as of March 21, 2025. Beneficial ownership of equity securities of the director nominees is shown under "Ownership of Securities" on page 49.

  12. Our Board’s Recommendation

    | Christopher J. Nassetta | | | | Christopher J. Nassetta, 62, joined Hilton as President and Chief Executive Officer in December 2007 and has served as a director of Hilton since that time. Previously, he was President and Chief Executive Officer of Host Hotels and Resorts, Inc., a position he held from May 2000 until October 2007. He joined Host in 1995 as Executive Vice President and was elected Chief Operating Officer in 1997. Before joining Host, Mr. Nassetta co-founded Bailey Capital Corporation, a real estate investment and advisory firm, in 1991. Prior to this, he spent seven years at The Oliver Carr Company, a commercial real estate company, where he ultimately served as Chief Development Officer. Mr. Nassetta is an Advisory Board member for the McIntire School of Commerce at the University of Virginia. He is also a member of the board of directors, nominating and corporate governance committee and compensation committee of CoStar Group, Inc. He is former Chair of the U.S. Travel Association, a member and a past Chairman of The Real Estate Roundtable, former Chairman and Executive Committee member of the World Travel & Tourism Council, a member of the Economic Club of Washington, a member of the Federal City Council, and has served in various positions at the Arlington Free Clinic. Mr. Nassetta graduated from the McIntire School of Commerce at the University of Virginia with a degree in Finance. Qualifications, Attributes, Skills and Experience: extensive experience as an executive in the hospitality industry, extensive financial background and experience with real estate investments; his role as our President and Chief Executive Officer brings management perspective to board deliberations and provides valuable information about the status of our day-to-day operations. |

  13. Our Board’s Recommendation

    | Jonathan D. Gray | | | | Jonathan D. Gray, 55, is Chairman of our Board and has served as a director of Hilton since 2007. Mr. Gray is President and Chief Operating Officer of Blackstone Inc. (“Blackstone”), and has served as a member of the board of directors of Blackstone since February 2012. He previously served as global head of real estate for Blackstone from January 2012 through February 2018. He also sits on Blackstone’s management committee. Mr. Gray served as a senior managing director and co-head of real estate from January 2005 to December 2011. Mr. Gray received a B.S. in Economics from the Wharton School, as well as a B.A. in English from the College of Arts and Sciences at the University of Pennsylvania, where he graduated magna cum laude and was elected to Phi Beta Kappa. He serves on the board of XRG and Harlem Village Academies. He previously served as a board member of Corebridge Financial, Nevada Property 1 LLC (The Cosmopolitan of Las Vegas), Invitation Homes Inc., Brixmor Property Group and La Quinta Holdings Inc. Mr. Gray and his wife, Mindy, have established the Basser Research Center at the University of Pennsylvania School of Medicine, which focuses on the prevention and treatment of certain genetically caused breast and ovarian cancers. They also established NYC Kids RISE in partnership with the City of New York to accelerate college savings for low-income children. Qualifications, Attributes, Skills and Experience: substantial experience with real estate investing and extensive financial background, including in-depth knowledge of the real estate and hospitality industries. |

  14. Our Board’s Recommendation

    | 4 | PROXY STATEMENT | Hilton |

  15. Our Board’s Recommendation

    | Charlene T. Begley | | | | Charlene T. Begley, 58, has served as a director of Hilton since 2017. Ms. Begley served in various capacities at General Electric Company from 1988 through 2013. Most recently, she served in a dual role as Senior Vice President and Chief Information Officer, as well as the President and Chief Executive Officer of GE’s Home and Business Solutions business from January 2010 through December 2012. Ms. Begley served as President and Chief Executive Officer of GE Enterprise Solutions from August 2007 through December 2009. During her career at GE, she served as President and Chief Executive Officer of GE Plastics and GE Transportation, led GE’s Corporate Audit staff and served as the Chief Financial Officer for GE Transportation and GE Plastics Europe and India. Ms. Begley currently serves as a director and member of the audit and risk committee and chair of the nominating & ESG committee of Nasdaq, Inc. and a director and chair of the audit committee of SentinelOne, Inc. Ms. Begley also previously served as a director and member of the audit and nominating committees of Red Hat, Inc. and WPP plc. Qualifications, Attributes, Skills and Experience: extensive business and management expertise, including leading divisions of a global enterprise, significant experience in technology, finance and information security, and service as a director of several public companies. |

  16. Our Board’s Recommendation

    | Chris Carr | | | | Chris Carr, 61, has served as a director of Hilton since 2020. Mr. Carr previously served as the Chief Operating Officer of Sweetgreen, Inc. from 2020 to 2023. Prior to Sweetgreen, he held a variety of retail and supply chain senior executive roles at Starbucks, most recently as the Executive Vice President ("EVP"), Chief Procurement Officer. Mr. Carr also served as Starbucks’ EVP, Americas Licensed Stores and led Starbucks' U.S. retail business as the EVP, U.S. Retail Stores, where he was responsible for the omni-channel customer experience at approximately 13,000 U.S. company-operated and licensed retail stores. Prior to Starbucks, Mr. Carr spent 18 years in multiple executive leadership roles with ExxonMobil, developing, leading and implementing retail operational strategies for its Global Fuels Marketing downstream businesses. Mr. Carr holds a B.S. in Business Administration from the University of San Diego, and an M.B.A. from the New York Institute of Technology. He currently serves as a director for Recreational Equipment Inc. and Bridgestone Americas. He also serves as a Board Trustee for Howard University and the University of San Diego. Qualifications, Attributes, Skills and Experience: extensive business and management expertise, including leadership roles in a global enterprise, significant experience in supply chain, strategy, brands, consumer marketing and international operations. |

  17. Our Board’s Recommendation

    | Melanie L. Healey | | | | Melanie L. Healey, 63, has served as a director of Hilton since 2017. Ms. Healey served as Group President of The Procter & Gamble Company ("Procter & Gamble") from 2007 to 2015. During her tenure at Procter & Gamble, one of the leading providers of branded consumer packaged goods, Ms. Healey held several leadership roles, including Group President and advisor to the Chairman and CEO, Group President, North America and Group President, Global Health, Feminine and Adult Care Sector. Ms. Healey has more than 30 years of strategic, branding and operating experience from leading consumer goods companies including Procter & Gamble, Johnson & Johnson and S.C. Johnson & Sons. Ms. Healey serves as a director of PPG Industries, Inc. and Kenvue Inc. She previously served as a director of Target Corporation and Verizon Communications Inc. Qualifications, Attributes, Skills and Experience: extensive business and management experience, including leadership roles in a global enterprise, significant experience in strategy, brands, consumer marketing and international operations and service as a director of several public companies. |

  18. Our Board’s Recommendation

    | Raymond E. Mabus, Jr. | | | | Raymond E. Mabus, Jr., 76, has served as a director of Hilton since 2017. Mr. Mabus brings significant public sector experience to the Hilton board, having served as the 75th United States Secretary of the Navy from 2009 to 2017. He was the United States Ambassador to the Kingdom of Saudi Arabia from 1994 to 1996, the 60th Governor of Mississippi from 1988 to 1992 and Auditor of the State of Mississippi from 1984 to 1988. He is currently CEO of Mabus Group, a consulting company, and vice-chair of InStride, a public benefit company. Mr. Mabus currently serves as chair of Virgin Galactic Holdings, a public company, on the Board of XGS Energy, on the non-profit boards of World Central Kitchen and the Environmental Defense Fund and on the Advisory Board for the National Medal of Honor Museum. He previously served as a director of Dana Incorporated, as chair of Kadem Sustainable Impact Corp. and as Chairman and Chief Executive Officer of Foamex International. He holds a Bachelor's Degree, summa cum laude, from the University of Mississippi, a Master's Degree from Johns Hopkins University, and a Law Degree, magna cum laude, from Harvard Law School. Qualifications, Attributes, Skills and Experience: extensive international experience, including as U.S. ambassador to the Kingdom of Saudi Arabia, public policy and government relations experience, including as U.S. Secretary of the Navy and Governor of the State of Mississippi, and public company executive and board experience. |

  19. Our Board’s Recommendation

    | Hilton | PROXY STATEMENT | 5 |

  20. Our Board’s Recommendation

    | Marissa A. Mayer | | | | Marissa A. Mayer, 49, is a new director nominee. Since 2018, she has served as Chief Executive Officer of Sunshine Products, a technology startup company based in Palo Alto, California that uses artificial intelligence to develop consumer-facing applications for automating everyday tasks. She previously served as Chief Executive Officer, President and a member of the Board of Directors of Yahoo!, Inc. from 2012 to 2017. At Yahoo, she led a transformation of the company – rejuvenating its culture, growing to more than 1 billion users worldwide, and reinventing Yahoo's business. Before joining Yahoo!, Ms. Mayer spent 13 years at Google, Inc., from 1999 to 2012, as an early employee and the first woman engineer. For more than a decade, she led product management for Google Search, Google Maps, Google News and other consumer products, holding various roles of increasing responsibility including Vice President, Local, Maps and Location Services and Vice President, Search Products and User Experience. She has served on the board of Walmart Inc. since 2012. At Walmart, she has served on the Compensation and Management Development Committee, the Strategic Planning and Finance Committee, and the Technology and E-Commerce Committee. She has served on the boards of AT&T Inc. and Nextdoor Holdings, Inc. since 2024. She serves on AT&T's Audit Committee and the Corporate Development and Finance Committee. At NextDoor, Ms. Mayer serves on the Compensation and People Development Committee. In addition, she serves on the board of the private company Maisonette. She also serves on the board of the San Francisco Ballet and previously served on the foundation board for the Forum of Young Global Leaders at the World Economic Forum. Ms. Mayer holds a bachelor’s degree in Symbolic Systems with a concentration in artificial intelligence and a master’s degree in Computer Science with a focus on artificial intelligence, both from Stanford University. Qualifications, Attributes, Skills and Experience: experience in technology and consumer internet through her tenure at Google and as CEO of Yahoo!, as well as senior leadership and human capital management. |

  21. Our Board’s Recommendation

    | Elizabeth A. Smith | | | | Elizabeth A. Smith, 61, has served as a director of Hilton since 2013. Ms. Smith is Executive Chair of Revlon. She was a member of the board of directors of Bloomin’ Brands, Inc. from November 2009 to April 2023 and previously served as its Executive Chairman of the Board from April 2019 to February 2020, its Chairman of the Board from January 2012 to April 2019, and its Chief Executive Officer from November 2009 to April 2019. From September 2007 to October 2009, Ms. Smith was President of Avon Products, Inc., a global beauty products company, and was responsible for its worldwide product-to-market processes, infrastructure and systems, including Global Brand Marketing, Global Sales, Global Supply Chain and Global Information Technology. In January 2005, Ms. Smith joined Avon Products, Inc. as President, Global Brand, and was given the additional role of leading Avon North America in August 2005. From September 1990 to November 2004, Ms. Smith worked in various capacities at Kraft Foods Inc. Ms. Smith currently serves on the board of directors of Brown-Forman Corporation. Ms. Smith previously served as chair of the Atlanta Federal Reserve Board, as a member of the board of directors and audit committee of Staples, Inc., as a member of the board of directors of The Gap, Inc., and as a member of the board of directors of the U.S. Fund for UNICEF. Ms. Smith holds a bachelor’s degree, Phi Beta Kappa, from the University of Virginia and an M.B.A. from the Stanford Graduate School of Business. Qualifications, Attributes, Skills and Experience: experience in strategy, brands, marketing and sales, as well as corporate finance and financial reporting developed in her executive level roles where her responsibilities have included direct financial oversight of multinational companies with multiple business units. |

  22. Our Board’s Recommendation

    | Douglas M. Steenland | | | | Douglas M. Steenland, 73, has served as a director of Hilton since 2009. Mr. Steenland worked for Northwest Airlines Corporation from September 1991 to October 2008, serving as Chief Executive Officer from April 2004 to October 2008 and as President from February 2001 to April 2004. During his tenure at Northwest Airlines, he also served as Executive Vice President, Chief Corporate Officer and Senior Vice President and General Counsel. Mr. Steenland retired from Northwest Airlines upon its merger with Delta Air Lines, Inc. Prior to his time at Northwest Airlines, Mr. Steenland was a senior partner at a Washington, D.C. law firm that is now part of DLA Piper. Mr. Steenland is a member of the board of directors of American Airlines Group Inc. Mr. Steenland previously served as a director of American International Group, the London Stock Exchange, Performance Food Group Company, Travelport Worldwide Limited, Digital River, Inc. and Chrysler Group LLC. Mr. Steenland received a B.A. from Calvin College and is a graduate of The George Washington University Law School. Qualifications, Attributes, Skills and Experience: experience in managing large, complex, international institutions generally and experience as a member of global public company boards and an executive in the travel and hospitality industries in particular. |

  23. Our Board’s Recommendation

    YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

  24. Our Board’s Recommendation

    | 6 | PROXY STATEMENT | Hilton |

  25. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS

  26. COMPENSATION OF DIRECTORS

    | DIRECTOR COMPENSATION FOR 2024 |

  27. COMPENSATION OF DIRECTORS

    The table below sets forth information regarding non-employee director compensation for the fiscal year ended December 31, 2024.

  28. COMPENSATION OF DIRECTORS

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Charlene T. Begley | $142,500 | $234,846 | $28,940 | $406,286 | | Chris Carr | $110,000 | $234,846 | $25,647 | $370,493 | | Jonathan D. Gray | $100,000 | $234,846 | — | $334,846 | | Melanie L. Healey | $110,000 | $234,846 | $44,121 | $388,967 | | Raymond E. Mabus, Jr. | $115,000 | $234,846 | $28,240 | $378,086 | | Judith A. McHale(4) | $127,500 | $234,846 | $52,964 | $415,310 | | Elizabeth A. Smith | $122,500 | $234,846 | — | $357,346 | | Douglas M. Steenland | $200,000 | $234,846 | $36,634 | $471,480 |

  29. COMPENSATION OF DIRECTORS

    (1)Reflects amounts paid in accordance with our semi-annual pay cycle. (2)Represents the grant date fair value of DSUs computed in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 based on the closing price on the NYSE of our common stock on the grant date. Each eligible non-employee director was granted 1,148 DSUs on May 15, 2024, representing the director’s annual equity award for the annual period from the 2024 Annual Meeting to the 2025 Annual Meeting. In accordance with the SEC’s rules, any dividend equivalents that accrued on the directors’ DSU awards are not reported above because dividends were factored into the grant date fair value of these awards. For details regarding the directors’ beneficial ownership of equity securities, including their outstanding DSUs, see "Ownership of Securities." (3)Perquisites and other personal benefits for a director are excluded if the total value of all such perquisites and personal benefits is less than $10,000. Reflects all Company-paid expenses incurred at Company-branded hotels while on personal travel under our travel perquisite program. For each stay, we included the full nightly room rate charged by the hotel, associated room taxes and fees, parking, food and beverage charges and other on-site services. (4)Ms. McHale is retiring from the Board as of our Annual Meeting date. As of her last day, Ms. McHale will hold 19,296 fully vested DSUs and dividend equivalents, which will settle in shares of common stock after her retirement.

  30. COMPENSATION OF DIRECTORS

    | Hilton | PROXY STATEMENT | 15 |

  31. COMPENSATION OF DIRECTORS

    EXECUTIVE OFFICERS OF THE COMPANY Set forth below is certain information regarding each of our current executive officers as of March 21, 2025, other than Mr. Nassetta, whose biographical information is presented under "Nominees for Election to the Board of Directors in 2025."

  32. COMPENSATION OF DIRECTORS

    | Laura A. Fuentes | | | | Laura Fuentes, 49, is our Chief Human Resources Officer, and leads the Company's Human Resources function and, beginning in 2024, Hilton Supply Management ("HSM"), Hilton's supply chain organization. Prior to being appointed Executive Vice President and Chief Human Resources Officer in 2020, Ms. Fuentes served as Chief Talent Officer, overseeing talent, total rewards, people analytics and HR strategy. Prior to joining Hilton in 2013, Ms. Fuentes spent six years at Capital One Financial Corporation in various corporate strategy and human resources roles, including leading workforce analytics, recruitment and compensation functions for the organization. Before Capital One, she worked at McKinsey & Company in their Madrid, New York and Washington D.C. offices, where she served clients across financial services and non-profit sectors. Ms. Fuentes serves on the board of directors of Chipotle Mexican Grill, Inc. She is an Advisory Board member for the McIntire School of Commerce at the University of Virginia and serves on the board of directors of Make-a-Wish Mid-Atlantic as Vice Chair. Originally from Spain, she holds a B.S. from the University of Virginia, an M.S. in Structural Engineering from the University of Texas at Austin and an M.B.A. from Columbia University. |

  33. COMPENSATION OF DIRECTORS

    | Kevin J. Jacobs | | | | Kevin J. Jacobs, 52, is our Chief Financial Officer and President, Global Development, and leads the Company’s Finance, Real Estate, Development and Architecture and Construction functions globally. Mr. Jacobs joined the Company in 2008 as Senior Vice President, Corporate Strategy; was elected Treasurer in 2009; was appointed Executive Vice President and Chief of Staff in 2012; assumed the role of Chief Financial Officer in 2013; and added the role of President, Global Development in 2020. Prior to Hilton, Mr. Jacobs was Senior Vice President, Mergers & Acquisitions and Treasurer of Fairmont Raffles Hotels International. Prior to Fairmont Raffles, Mr. Jacobs spent seven years with Host Hotels and Resorts, Inc., ultimately serving as Vice President, Corporate Strategy & Investor Relations. Prior to Host, Mr. Jacobs had various roles in the Hospitality Consulting Practice of PricewaterhouseCoopers LLP and the Hospitality Valuation Group of Cushman & Wakefield, Inc. Mr. Jacobs is a member of the board of directors of Omega Healthcare Investors, Inc., a triple-net equity REIT that supports the goals of skilled nursing facility and assisted living facility operators with financing and capital. He is also a trustee of Cornell University and a member of the Dean's Advisory Board of the Cornell University School of Hotel Administration, is Chair of the Board of Directors of Goodwill of Greater Washington, and serves as Immediate Past Chair and an Executive Board Member of the American Hotel & Lodging Association. He is a graduate of the Cornell University School of Hotel Administration. |

  34. COMPENSATION OF DIRECTORS

    | Caroline D. Krass | | | | Caroline D. Krass, 57, joined Hilton as our Executive Vice President, General Counsel and Secretary in March 2025. Prior to Hilton, Ms. Krass was appointed by the President and confirmed unanimously by the U.S. Senate to serve as General Counsel of the U.S. Department of Defense, where from 2021 to 2025 she was the chief legal officer of the Department and the principal legal advisor to the Secretary of Defense. From 2018 to 2021, she served as Senior Vice President & General Counsel, General Insurance and Deputy General Counsel of American International Group ("AIG"), where she led a global legal team supporting the primary business unit, as well as the cybersecurity and privacy, technology and innovation teams across AIG. Prior to AIG, Ms. Krass was a partner and Chair of the National Security Practice Group at the law firm Gibson Dunn. In 2014, Ms. Krass was the first woman to be confirmed by the U.S. Senate as General Counsel of the Central Intelligence Agency ("CIA"), where she served as the chief legal officer and the principal legal advisor to the CIA Director until 2017. Ms. Krass graduated Phi Beta Kappa from Stanford University with a B.A. in International Relations and received her J.D. from Yale Law School. |

  35. COMPENSATION OF DIRECTORS

    | 16 | PROXY STATEMENT | Hilton |

  36. EXECUTIVE COMPENSATION PEER GROUP

    EXECUTIVE COMPENSATION PEER GROUP To gain an understanding of current compensation practices and assess the competitiveness of our compensation program, the Committee reviews pay of executives serving in similar positions at peer companies. The external market data reviewed for 2024 included peer group proxy data and broad industry-comparative compensation surveys. The Committee reviews the composition of the peer group on an annual basis in consultation with its independent compensation consultant and considers:

  37. EXECUTIVE COMPENSATION PEER GROUP

    | | Industries that attract and retain similar talent | | | Global presence and brand recognition | | | Comparable size based on annual revenue, system-wide revenue (approximately $60 billion(1)), market capitalization, Adjusted EBITDA and number of Team Members |

  38. EXECUTIVE COMPENSATION PEER GROUP

    (1)System-wide revenue reflects estimated revenues of franchised properties, in addition to revenues from properties managed or leased by Hilton.

  39. 2024 PEER GROUP COMPANIES

    2024 PEER GROUP COMPANIES As part of its annual review in August 2024, the Committee evaluated and approved maintaining the existing peer group. The peer group consists of 17 hospitality, travel and global consumer brands and restaurants that have a similar corporate structure, global presence, brand recognition and that compete with the Company for talent. This is the peer group the Committee referenced when determining 2024 base salaries, target annual cash incentives and target LTI for our executive officers.

  40. 2024 PEER GROUP COMPANIES

    | | | | | Hospitality | Travel | Global Consumer Brands & Restaurants | | Hyatt Hotels Corporation Marriott International, Inc. Wyndham Hotels & Resorts, Inc. | Booking Holdings Inc. Carnival Corporation & plc Expedia Group, Inc. Las Vegas Sands Corp. MGM Resorts International Royal Caribbean Cruises Ltd. United Airlines Holdings, Inc. Wynn Resorts, Limited | Capital One Financial Corporation McDonald’s Corporation NIKE, Inc. Starbucks Corporation The Walt Disney Company YUM! Brands, Inc. |

  41. 2024 PEER GROUP COMPANIES

    | 24 | PROXY STATEMENT | Hilton |

  42. 2024 PEER GROUP COMPANIES

    | EXECUTIVE COMPENSATION PROGRAM OVERVIEW |

  43. 2024 PEER GROUP COMPANIES

    | Our NEOs | Christopher J. Nassetta President & Chief Executive Officer | Kevin J. Jacobs Chief Financial Officer & President, Global Development | Christopher W. Silcock President, Global Brands & Commercial Services | Laura A. Fuentes EVP, Chief Human Resources Officer | Anne-Marie D'Angelo Former EVP, General Counsel and Secretary |

  44. EXECUTIVE COMPENSATION PROGRAM

    | Pay Elements | Form | Performance Measures and Key Characteristics | | | Base Salary (on page 25) | Cash | | •Provide a competitive fixed level of pay | | Annual Cash Incentives Maximum Payout: 2x target (on page 26) | Cash | Financial CEO: 50% Other NEOs: 40% | •Annual Adjusted EBITDA(1) | | | | Business Area & Organizational Strength CEO: 50% Other NEOs: 60% | •Business Area: Primarily based on quantitative objectives •Organizational Strength: Travel with Purpose and Human Capital Management objectives (including our ongoing commitment to Team Member engagement and talent management efforts), as well as Customer Promise objectives (including providing guests with the most reliable and friendly stays) | | LTI (on page 29) | Equity | PSUs: 50% Maximum Payout: 2x target | •Adjusted EBITDA, Free Cash Flow ("FCF") per share, Net Unit Growth ("NUG") Compound Annual Growth Rate ("CAGR") and RevPAR Index ("RPI") Growth •Vest at the end of a 3-year period | | | | RSUs: 25% | •Vest ratably over 2 years | | | | Stock Options: 25% | •Vest ratably over 3 years |

  45. PERFORMANCE-BASED INCENTIVES WITH RIGOROUS TARGETS

    | Factors Considered in Developing Performance Goals | | | Internal Factors | External Factors | | •Historical and current performance •Corporate strategy and key strategic priorities •Short- and long-term operating plans •Capital expenditure opportunities and decisions | •Global economic conditions and macroeconomic trends •Hospitality industry trends and outlook •Analyst and stockholder expectations •Market outlook and growth |

  46. PERFORMANCE-BASED INCENTIVES WITH RIGOROUS TARGETS

    For more information on the target setting for the annual cash incentive program and our PSUs, see "Annual Cash Incentive Program" section below and page 29, respectively.

  47. ANNUAL CASH INCENTIVE PROGRAM

    ANNUAL CASH INCENTIVE PROGRAM Our annual cash incentive program is designed to motivate executive officers to focus on strategic business results and initiatives and reward them for their results and achievements. At the beginning of the performance year, each NEO’s annual cash incentive award opportunity is based on pre-established performance objectives. Our CEO works with senior management to establish key strategic priorities ("KSPs"), which are then used to create the performance objectives. Each objective is given a specific weighting based on its scope, importance and strategic relevance. The Committee then reviews and approves the objectives recommended for each NEO. Similar to last year, our 2024 program was based on three categories: financial performance, business area performance and organizational strength objectives. Given the strategically and operationally diverse nature of our business, the mix of recommended objectives from within the business area performance and organizational strength categories is NEO-specific. After the end of the performance period, each objective is assessed and rated based on the level of achievement. Our Finance and Human Resources departments review performance results against the predetermined objectives with the CEO. The CEO then reviews these results with the Committee and recommends payout amounts under the annual cash incentive plan for each of the NEOs, other than himself.

  48. ANNUAL CASH INCENTIVE PROGRAM

    | | | | | Achievement of Annual Cash Incentive Objectives | | | | | Base Salary | × | Annual Cash Incentive Target | × | Financial Performance | Business Area and Organizational Strength | = | Annual Cash Incentive Payout | | | | | | CEO: 50%; NEO: 40% | CEO: 50%; NEO: 60% | | |

  49. TARGET SETTING FOR ANNUAL CASH INCENTIVE PROGRAM

    TARGET SETTING FOR ANNUAL CASH INCENTIVE PROGRAM At the beginning of the performance year, the Committee established the target, threshold and maximum levels of achievement. The Committee sets the primary financial performance objective, Adjusted EBITDA, based on Company and industry outlook for the year, as well as historical and projected growth rates for Hilton. The Adjusted EBITDA target is aligned with the Company’s annual operating plan and is designed so that target payout requires achievement of a high degree of business performance without encouraging excessive risk-taking. The non-financial objectives were set to drive performance on our KSPs. For 2024, the Adjusted EBITDA target was set higher than 2023 performance results. The financial and non-financial performance targets were set at levels that would be challenging and not certain to be met. In setting the performance range around target for the financial performance objective, the Committee considered 2023 performance results and industry and economic outlook for 2024, and set a payout range around target of 10%, aligned with the pre-pandemic range. Each NEO’s target annual cash incentive opportunity is set as a percentage of their base salary in effect at the end of the performance period. In 2024, the target percentages were 200% of base salary for the CEO and 100% of base salary for other NEOs. Threshold, target and maximum annual incentive opportunities are approved annually by the Committee based on peer group benchmark data and the scope and impact the executive has on the Company’s overall results.

  50. TARGET SETTING FOR ANNUAL CASH INCENTIVE PROGRAM

    | Annual Cash Incentive Payout as a % of Target Award | Performance Below Threshold | Performance at Threshold | Performance at Target | Performance at Maximum | | | 0% | 50% | 100% | 200% |

  51. TARGET SETTING FOR ANNUAL CASH INCENTIVE PROGRAM

    | 26 | PROXY STATEMENT | Hilton |

  52. 2024 PERFORMANCE FOR ANNUAL CASH INCENTIVE PROGRAM

    2024 PERFORMANCE FOR ANNUAL CASH INCENTIVE PROGRAM

  53. 2024 PERFORMANCE FOR ANNUAL CASH INCENTIVE PROGRAM

    | Financial Performance Objective | | •Adjusted EBITDA is the key metric used to assess performance of our business over the short-term and is a common measure to compare our results across companies in the industry. Further, the Committee believes it provides useful information to investors about the Company, our financial condition and the results of our operations. All NEOs have annual Adjusted EBITDA as the primary financial performance objective given its importance as a measure of short- and long-term financial performance in our business. |

  54. 2024 PERFORMANCE FOR ANNUAL CASH INCENTIVE PROGRAM

    For 2024, actual achievement was $3,429 million, which was 102% of the target goal and resulted in a payout equal to 123% of the target payout, as illustrated below(1):

  55. 2024 PERFORMANCE FOR ANNUAL CASH INCENTIVE PROGRAM

    | Metric | Threshold | Target | Maximum | 2024 Payout | | Adjusted EBITDA(1) | | | | 123% |

  56. 2024 PERFORMANCE FOR ANNUAL CASH INCENTIVE PROGRAM

    (1)To receive a payout based on Adjusted EBITDA, actual performance must exceed the threshold performance goal. NEOs were eligible to receive a threshold payout percentage, defined as 50% of the target award, if actual achievement was 90% of the target financial goal, and were eligible to receive the maximum payout percentage, defined as 200% of the target award, if actual achievement met or exceeded 110% of the target financial goal. For actual performance between the specified threshold, target and maximum levels, the resulting payout percentage would have been adjusted on a linear basis.

  57. 2024 PERFORMANCE FOR ANNUAL CASH INCENTIVE PROGRAM

    | Business Area Performance and Organizational Strength Objectives | | •In addition to our financial performance objective, each NEO is measured on a mix of business area performance and organizational strength objectives, which are aligned to our KSPs. This mix is NEO-specific given the strategically and operationally diverse nature of our business. When setting objectives for each NEO, we use quantifiable measures wherever feasible and appropriate to measure outcomes in our business area performance and organizational strength categories. On average, approximately 80% of our annual cash incentive performance objectives include quantitative performance measures. Listed below is a sample of the quantitative metrics used to measure achievement. |

  58. 2024 PERFORMANCE FOR ANNUAL CASH INCENTIVE PROGRAM

    | Business Area Performance Objectives | | | | | Win with our Customers | Enhance our Network Effect | | Maximize our Performance | | •Digital and Online Travel Agency Channel Mix Change •Hilton Honors Enrollment and Occupancy •U.S. Co-brand Acquisition and U.S. Co-brand Active Hilton Honors Members | •Net Unit Growth •Progress on Approved Deals through Construction Starts •New Franchise and Management Agreements | | •HSM Adjusted EBITDA •Real Estate Adjusted EBITDA •RPI Growth •Owner Approved Budget Gross Operating Profit | | Organization Strength Objectives | | | | | Lead with our Culture | | Win with our Customers | | | •Progress towards Travel with Purpose objectives •Global Team Member Engagement Survey Results | | •Customer Overall Experience | |

  59. 2024 PERFORMANCE FOR ANNUAL CASH INCENTIVE PROGRAM

    | CEO — BUSINESS AREA PERFORMANCE & ORGANIZATIONAL STRENGTH | | | Key Achievements | | | The CEO’s business area performance results represent achievements across the Company, including: | | | | Continued to strengthen investor recognition, hosting a successful Investor Day and reaching record-high stock price | | | Drove expansion of Hilton’s footprint to surpass 8,400 properties, with nearly 1.3M rooms across 140 countries and territories | | | Strengthened our value proposition for Hilton Honors members and innovated to deliver reliable and friendly customer experiences | | | Continued to build an exceptional employee-centric culture that supports Team Members to grow and flourish in both their professional and personal lives |

  60. 2024 PERFORMANCE FOR ANNUAL CASH INCENTIVE PROGRAM

    | Hilton | PROXY STATEMENT | 27 |

  61. 2024 PERFORMANCE FOR ANNUAL CASH INCENTIVE PROGRAM

    | OTHER NEOs — BUSINESS AREA PERFORMANCE | | | | NEO | Key Achievements | | | Kevin J. Jacobs | | Focused on driving free cash flow and maintaining strong investor confidence, returning $3.0B to stockholders | | | | Outperformed 1-year TSR against peer group companies and Standard and Poor's 500 Hotels, Resorts & Cruise Lines Index | | | | Drove approvals and construction starts, delivering key deals across our portfolio and opening nearly 100,000 rooms, the single biggest increase in Hilton's more than 100-year history | | | | Advanced global development strategy with Luxury and Lifestyle offerings through acquisitions/investments in Graduate and NoMad and partnerships with Small Luxury Hotels ("SLH") and AutoCamp | | Christopher W. Silcock | | Expanded Hilton’s national and global footprint – opened our 8,000th hotel, including our 1,000th hotel in the Asia-Pacific region, 3,000th Hampton and 400th Lifestyle hotel | | | | Successfully completed Graduate, NoMad, SLH and AutoCamp integrations, expanding Hilton's portfolio of Luxury and Lifestyle properties and experiences | | | | Earned recognition for our brands and many of our hotels on Brand Finance's Hotels 50 Report, Travel + Leisure's 2024 World's Best Awards and Condé Nast's 2024 Readers' Choice | | | | Achieved strong Hilton Honors performance, gaining 30M+ new Hilton Honors members, bringing total membership to 211M, a 17% increase from prior year | | Laura A. Fuentes | | Continued to amplify our award-winning culture, ranking #2 in World's Best Workplace and #1 Best Workplace in 12 countries including China, the U.S. and India | | | | Successfully executed on global HR strategy, innovating HR systems and launching new programs while expanding others that led to high Team Member engagement and resulting retention | | | | Expanded our talent pipeline through school partnerships, leveraging new outreach strategies and hiring more than 15k Team Members from our Pathways Program | | | | Achieved our HSM Adjusted EBITDA 5-year growth plan goal ahead of schedule and leveraged HSM to enhance on-property products and amenities |

  62. 2024 PERFORMANCE FOR ANNUAL CASH INCENTIVE PROGRAM

    | OTHER NEOs — ORGANIZATIONAL STRENGTH | | | Key Achievements | | | | Travel with Purpose Objectives: Evaluated based on progress towards our Travel with Purpose goals in each NEO’s business area(s). | | | Team Member Engagement and Talent Management: Evaluated based on (i) average scores and trends compared to the prior global survey of Team Members to continue building the best workplace culture and (ii) workforce planning objectives (e.g., succession planning, developing talent and managing underperforming talent), with a scorecard approach to rating progress on each component. | | | Customer Promise: Evaluated based on overall guests' experience scores across our portfolio. |

  63. 2024 PERFORMANCE FOR ANNUAL CASH INCENTIVE PROGRAM

    Actual annual cash incentive awards were calculated by multiplying each NEO’s base salary as of December 31, 2024 by their respective target award potential, which was then adjusted by the combined achievement of the financial and non-financial performance objectives. For the year ended December 31, 2024, each NEO's target cash incentive opportunity and cash incentive award earned (as reflected in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table ("SCT")) is outlined in the table below.

  64. 2024 PERFORMANCE FOR ANNUAL CASH INCENTIVE PROGRAM

    | Name | Year-End Base Salary ($) | Target Annual Cash Incentive Opportunity as a Percentage of Base Salary (%) | Target Annual Cash Incentive Opportunity ($) | Actual Amount Earned as a Percentage of Target Payout | | | Actual Amount Earned Under Annual Cash Incentive Program ($) | | | | | | Payout Based on Financial Performance (%) | Payout Based on Business Area & Organizational Strength (%) | Total Payout as a Percentage of Target (%) | | | Christopher J. Nassetta | $1,300,000 | 200% | $2,600,000 | 123% | 125% | 124% | $3,221,400 | | Kevin J. Jacobs | $1,000,000 | 100% | $1,000,000 | 123% | 125% | 124% | $1,241,200 | | Christopher W. Silcock(1) | $849,304 | 100% | $849,304 | 110% | 113% | 112% | $947,993 | | Laura A. Fuentes | $760,500 | 100% | $760,500 | 123% | 129% | 127% | $962,945 | | Anne-Marie D'Angelo(2) | $728,000 | 100% | $728,000 | —% | —% | —% | — |

  65. 2024 PERFORMANCE FOR ANNUAL CASH INCENTIVE PROGRAM

    (1)For Mr. Silcock, the dollar amounts reported above were converted to USD as described under “Base Salary.” (2)For Ms. D'Angelo, in accordance with the terms of the Company's bonus plan, she was not eligible for an annual cash incentive for the year ended December 31, 2024.

  66. 2024 PERFORMANCE FOR ANNUAL CASH INCENTIVE PROGRAM

    | 28 | PROXY STATEMENT | Hilton |

  67. Long-Term Incentive ("LTI") PROGRAM

    Long-Term Incentive ("LTI") PROGRAM

  68. Long-Term Incentive ("LTI") PROGRAM

    | The LTI program is designed to reward for future Company performance, align with the long-term interests of our stockholders and retain executives over multi-year vesting periods. LTI compensation is awarded annually and provides an opportunity for executive officers and other key Team Members to increase their ownership interest in the Company through grants of equity-based awards. Grants under the LTI program are delivered using a blended equity portfolio, with 50% of the total LTI award amount for each NEO delivered in PSUs, 25% in RSUs and 25% in stock options, as summarized in the chart on the right. The largest portion of the total equity award takes the form of PSUs to incentivize our NEOs to achieve our most critical long-term objectives, with the remaining portion equally split between stock options and RSUs to promote retention, serve as a linkage to stockholder value and increase NEOs’ ownership interest in the Company. PSUs cliff vest at the end of a three-year period while stock options and RSUs vest ratably over three and two years, respectively. | |

  69. Long-Term Incentive ("LTI") PROGRAM

    (1)PSUs and RSUs accrue dividend equivalents payable in cash following vesting, to the extent the underlying award vests. No dividend equivalents are paid unless the underlying PSUs or RSUs vest.

  70. 2024 LTI TARGETS

    2024 LTI TARGETS In February 2024, the Committee granted LTI awards at 100% of target. Each NEO’s target LTI opportunity is approved annually by the Committee after considering level of pay relative to peer group benchmark data and internal equity and the scope and impact the executive has on the Company’s overall results. The Committee generally delivers the majority of any increase to target compensation in the form of LTI, because target LTI opportunity is the pay element most aligned with stockholder value over the long term. In February 2024, the Committee set the target pay levels as set forth in the table below. The LTI program is designed to retain executives over multi-year periods, which is reflected by the long tenure of many of the executives below, who average more than a decade of service with Hilton.

  71. 2024 LTI TARGETS

    | Name | 2023 Target Long-Term Incentive(2) ($) | 2024 Target Long-Term Incentive(2) ($) | | Christopher J. Nassetta | $21,750,000 | $23,100,000 | | Kevin J. Jacobs | $6,500,000 | $6,840,000 | | Christopher W. Silcock | $3,375,561 | $4,541,363 | | Laura A. Fuentes | $2,187,500 | $2,479,000 | | Anne-Marie D'Angelo | $1,350,000 | $1,404,000 |

  72. 2024 LTI TARGETS

    (2)The dollar values above represent the nominal amounts used to determine the number of PSUs, RSUs and stock options granted. For the grant date fair value of the 2024 awards computed in accordance with FASB ASC Topic 718, see the SCT and "Grants of Plan-Based Awards."

  73. TARGET SETTING FOR PSUs

    TARGET SETTING FOR PSUs Our PSU targets are aligned with our long-term strategic priorities and are designed so that a target payout requires achievement of stretch goals at the end of a three-year period. For 2024 targets, the Committee considered the performance level necessary to achieve strong market share, grow our global footprint while maintaining quality, utilize our balance sheet for only highly strategic investments and have disciplined use of capital expenditures and management of general and administrative expenses through relentless prioritization. When setting targets, the Committee takes into consideration historical performance, as well as the results of our comprehensive budgeting and forecasting process. The forecasting process is extensive and our modeling takes into account upside and downside scenarios, and sensitivity analysis. The Committee was focused on setting a target that would be appropriately challenging, and continued to set threshold and maximum based on the sensitivities of each metric, ranging from 10% to 30% or more around target, making it more difficult to achieve maximum payout.

  74. PSUs GRANTED IN 2024

    PSUs GRANTED IN 2024 For the PSUs granted in February 2024, the Committee chose four equally weighted metrics as performance measures, consistent with those selected in 2023: Adjusted EBITDA, FCF per share, NUG CAGR and RPI Growth. The Committee selected these metrics, which represent key performance indicators used by the Company and our stockholders to provide a foundation for long-term growth and promote long-term stockholder value creation, as described in greater detail below.

  75. PSUs GRANTED IN 2024

    | Hilton | PROXY STATEMENT | 29 |

  76. PSUs GRANTED IN 2024

    All of the PSUs granted in 2024 vest at the end of a three-year period beginning on January 1, 2024 and ending on December 31, 2026. The Committee will determine the number of PSUs earned based on the level of achievement of each of the four performance measures after the performance period. Based on the level of achievement, the percentage of the award earned can range from 0% to 200% of target. We will disclose the achievement results and any payouts, along with retroactively disclosing the targets for the metrics that do not cause competitive harm, after the awards vest.

  77. PSUs GRANTED IN 2024

    | Metric | Weighting | Why We Selected These Metrics | Performance Period(1) | | Adjusted EBITDA(2) | 25% | Adjusted EBITDA is among the measures used by the Company to evaluate its financial condition and results of operations on a comparable period-over-period basis and to make day-to-day operating decisions. It is also a measure frequently used by securities analysts, investors and other interested parties as a common performance measure to compare results or estimate valuations across companies in the industry. | Final-year measurement (3rd year of period: January 1, 2026 - December 31, 2026) | | FCF per share(3) | 25% | FCF measures the Company’s ability to generate cash from its operations to allow for the return of capital to stockholders in the form of dividends or share repurchases and FCF per share emphasizes Company performance and value creation through disciplined capital allocation over the long term. It is also a measure used by securities analysts, investors and other interested parties as a common performance measure to compare results or estimate valuations across companies in the industry. | Final-year measurement (3rd year of period: January 1, 2026 - December 31, 2026) | | NUG CAGR(4) | 25% | NUG focuses on one of the Company’s strategic objectives, the continued expansion of its global presence and fee-based business. We believe it is an important operational growth driver and meaningful measure for many investors. | Three-year measurement (January 1, 2024 - December 31, 2026) | | RPI Growth(5) | 25% | RevPAR correlates to two key drivers of operations at a hotel or group of hotels: occupancy and average daily rate. RevPAR Index measures a hotel's relative share of its segment’s RevPAR and indicates whether the Company’s hotels have outperformed other hotels in its competitive set. We also believe it demonstrates to hotel owners the strength of our brands. | Final-year measurement (3rd year of period: January 1, 2026 - December 31, 2026) |

  78. PSUs GRANTED IN 2024

    (1)We have continued our historical practice of using a performance period that ends after three years for PSUs. The NUG CAGR metric is based on a three-year performance measurement period. The Adjusted EBITDA, FCF per share and RPI Growth metrics are based on a final-year measurement after three years. The Committee considers final-year measurement attributable to a three-year period because the target level was determined after modeling the performance that we would need to achieve over the entire three-year period in order to be positioned to attain final-year goals. (2)Adjusted EBITDA is calculated as set forth in "Part II—Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. (3)FCF per share is calculated as: (a) net cash provided by (used in) operating activities reported in accordance with GAAP, less (b) capital expenditures as disclosed by the Company in reports filed with or furnished to the SEC, plus (c) costs and expenses, including tax payments, relating to asset purchases and disposals, less (d) the net impact on annual adjusted free cash flow resulting from any loyalty program advanced point sales and less (e) the impact of other non-recurring cash items; the result of which is divided by (f) the reported diluted weighted average number of shares outstanding for the calendar year being measured. (4)NUG represents the Company’s management and franchise hotel portfolio room growth over a specified period, calculated as the total management and franchise hotel room count as of the end of the performance period less the count at the beginning of the performance period, excluding the impact of any portfolio acquisition or disposition. NUG CAGR means the compound annual growth rate at which the total management and franchise hotel room count for the final year of the performance period grew relative to the first year of the performance period, assuming a steady growth rate. (5)RevPAR is calculated by dividing hotel room revenue by the total number of room nights available to guests for a given period. RevPAR Index is calculated as the weighted average of the Company’s relative share of RevPAR compared to each hotel’s competitive set, as calculated by STR, Inc. and related institutions, for the Company’s comparable hotels as of the end of the period. RevPAR Index Growth is calculated as the RevPAR Index for the final year of the performance period less the RevPAR Index for the year preceding, using the Company’s comparable hotels as of the end of the performance period.

  79. PSUs GRANTED IN 2024

    | 30 | PROXY STATEMENT | Hilton |

  80. PAYOUT OF 2022 PSUs

    PAYOUT OF 2022 PSUs In February 2025, the Committee certified performance at 153% of target based on the performance level achieved through December 31, 2024, as illustrated below. As our strong financial results show, we made significant progress towards our goals throughout 2024, with comparable system-wide RevPAR growth of 2.7% and an increase in Adjusted EBITDA of 11% from prior year.

  81. PAYOUT OF 2022 PSUs

    | Metric | Weighting | Threshold | Target | Maximum | 2022 PSU Payout | | | | (50% Payout) | (100% Payout) | (200% Payout) | | | Adjusted EBITDA | | | | | 191% | | FCF Per Share | | | | | 200% | | NUG CAGR | | | | | 140% | | RPI Growth(1) | | | | | 80% | | | Total 2022 PSU Payout: 153% | | | | |

  82. PAYOUT OF 2022 PSUs

    (1)Amounts for RPI Growth are not disclosed as doing so could create competitive harm. We have retroactively disclosed the targets for three of the 2022 PSU metrics (Adjusted EBITDA, NUG CAGR and FCF per Share). At this time, the Board has determined that disclosing the targets for RPI Growth, even retroactively, could create competitive harm. We commit to disclosing targets retroactively at such time that disclosures would not create competitive harm.

  83. PAYOUT OF 2022 PSUs

    | Hilton | PROXY STATEMENT | 31 |

  84. TREATMENT OF LTI AWARDS UPON TERMINATION, CHANGE IN CONTROL ("CIC") OR RETIREMENT

    TREATMENT OF LTI AWARDS UPON TERMINATION, CHANGE IN CONTROL ("CIC") OR RETIREMENT Each equity-based award subjects the holder to restrictive covenants, including post-employment covenants not to solicit the Company’s Team Members or customers and not to compete against the Company for 12 months following any termination of employment, and indefinite covenants covering trade secrets, confidentiality and non-disparagement. Under the award agreements, if there is a restrictive covenant violation or the Company determines after termination that grounds for a termination for cause existed, the executive will be required to pay the Company an amount equal to the after-tax proceeds received upon the sale or other disposition or distributions in respect of the equity award and any shares issued in respect thereof. Further, each of these executives’ equity-based awards is subject to the Company’s Clawback Policy (described in the “Clawback Policy” section). Additional provisions are outlined in the table below.

  85. TREATMENT OF LTI AWARDS UPON TERMINATION, CHANGE IN CONTROL ("CIC") OR RETIREMENT

    | Award Type | Provisions for Unvested Awards | | PSUs | •Death or "disability" (as defined in the Incentive Plans) – Prorated portion will immediately vest at target levels(1)(2) •"Change in control" (as defined in the Incentive Plans) – Immediate vesting occurs only if there is a qualifying termination (as described in the applicable award agreement) within 12 months following a change in control (a "double trigger")(3) •Retirement – Prorated portion will remain outstanding and eligible to vest at the end of the performance period based on actual performance(1)(4) •Other reasons – Forfeited unvested(5) | | RSUs | •Death or disability – Immediately vest •Change in control – Immediate vesting occurs only upon a double trigger(3) •Retirement – Continue to vest according to the original vesting schedule(4) •Other reasons – Forfeited unvested(5) | | Stock Options(6) | •Death or disability – Immediately vest and become exercisable •Change in control – Immediate vesting occurs only upon a double trigger(3) •Retirement – Continue to vest according to the original vesting schedule(4) •Other reasons – Forfeited unvested(5) |

  86. TREATMENT OF LTI AWARDS UPON TERMINATION, CHANGE IN CONTROL ("CIC") OR RETIREMENT

    (1)Prorated based on the number of days in the applicable three-year period that have elapsed prior to termination. (2)Beginning with the 2024 PSUs, upon death or disability, the full award will immediately vest at target levels. (3)Upon a change in control without a qualifying termination event, unvested awards continue to vest according to their original schedule. For PSUs, the number of units subject to each award will be based on actual performance through the most recently completed fiscal quarter prior to the change in control or at a level as determined by the Committee in its good faith discretion. (4)"Retirement” is defined as a termination of employment for any reason (other than for cause when grounds for cause exist or due to death or disability) after having reached age 55 and achieved at least 10 years of service, provided that the grant was made at least 6 months prior to the executive’s retirement. (5)Termination for any other reason generally results in forfeiture of all unvested awards. (6)Upon death or disability, vested options remain exercisable for one year. Upon a double trigger following change in control, vested options remain exercisable for 90 days. Upon retirement, vested options remain exercisable until five years from retirement. Upon termination for cause or a violation of specified restrictive covenants, all vested and unvested options terminate and all other unvested awards are forfeited. Upon termination for other reasons, vested options remain exercisable for 90 days. In no case will options remain exercisable later than the original expiration date.

  87. TREATMENT OF LTI AWARDS UPON TERMINATION, CHANGE IN CONTROL ("CIC") OR RETIREMENT

    | 32 | PROXY STATEMENT | Hilton |

  88. PENSION BENEFITS

    PENSION BENEFITS Mr. Silcock participates in a defined benefit pension plan, the Hilton U.K. Pension Plan (the "U.K. Pension Plan"), because of his service in the U.K. Mr. Silcock ceased further pensionable service under the U.K. Pension Plan in 2009. See "2024 Pension Benefits" for a description of these defined benefit pension plans.

  89. SEVERANCE PLAN

    SEVERANCE PLAN The Committee believes that a carefully structured severance plan is necessary to attract and retain talent. Our executive severance plan (the "Severance Plan") allows executives to focus on making objective business decisions that are in the best interest of stockholders. In addition, the Committee believes that the interests of our stockholders are better protected and enhanced by providing greater certainty regarding executive pay obligations in the context of planning and negotiating any potential corporate transactions. Under the terms of the Severance Plan approved by the Committee, if an eligible executive’s employment is terminated by us without "cause," or if the eligible Team Member terminates his or her employment for "good reason" (each, a "qualifying termination"), then, subject to the eligible Team Member's execution and non-revocation of a release of claims against us, continued compliance with restrictive covenants related to post-employment non-solicitation and non-compete covenants for one year following termination, and indefinite covenants covering confidentiality and non-disparagement, the executive will be eligible to receive a severance payment amount based on their position, base salary and target annual cash incentive. Under the terms of the Severance Plan, our NEOs will be eligible to receive a severance payment equal to 2.0 times (2.99 times in the case of Mr. Nassetta) the sum of his or her annual base salary and target annual cash incentive at the time of termination, paid in a lump sum. In addition, upon a qualifying termination, the NEO will be entitled to certain continued health and welfare benefits, as described under "Potential Payments Upon Termination or Change in Control." The NEOs will also be entitled to the same level of severance upon a qualifying termination in connection with a change in control except that severance may be reduced if doing so would result in the executive realizing a better after-tax result following the imposition of any applicable golden parachute excise taxes under Internal Revenue Code Section 4999. In addition to the Severance Plan, any compensation and benefits to be made in connection with a separation are determined at the discretion of the Committee and may be based on the executive, his or her position, the nature of the separation and the respective executive’s compliance with specified post-termination restrictive covenants.

  90. SEVERANCE PLAN

    | Hilton | PROXY STATEMENT | 33 |

  91. SEVERANCE PLAN

    | RISK AND GOVERNANCE |

  92. KEY EXECUTIVE COMPENSATION PRACTICES

    | What We Do: | | | | Emphasize long-term performance – Our LTI program is designed to focus executives on long-term stockholder value and emphasize achievement of strategic objectives over the next several years. | | | Engage an independent compensation consultant – The Committee’s consultant does not provide any other services to the Company. | | | Apply double trigger vesting in the event of a change in control – Cash severance benefits are payable and vesting of equity awards is accelerated only upon a “double trigger,” meaning when an executive’s employment is terminated following a change in control. | | | Provide limited perquisites – Our NEOs receive perquisites consistent with industry practices and, in addition, participate in the same Company-wide plans and programs offered to all eligible Team Members. We do not provide club memberships, personal financial or tax advice or private security. | | | Apply a clawback policy – The Committee will recover erroneous incentive compensation paid or awarded based on financial measures that are required to be restated. | | | Evaluate share utilization – The Committee annually reviews share utilization, burn rate and dilution levels resulting from our compensation practices. | | | Establish caps on maximum payouts – The Committee sets maximum amounts that may be payable for annual cash incentive compensation and long-term PSUs. | | | Robust stock ownership guidelines – Our executives have robust stock ownership guidelines in place; our CEO is expected to own 8 times base salary and our NEOs are expected to own 3 times base salary. |

  93. KEY EXECUTIVE COMPENSATION PRACTICES

    | What We Do Not Do: | | | | Provide employment agreements (unless required by local law outside the U.S.) or individual change in control agreements for our NEOs – The Committee has determined that employment agreements are not necessary to attract members of our executive team. | | | Allow pledging, hedging or short-sale transactions – Per our Insider Trading Policy, all covered persons (including officers and directors) are prohibited from purchasing Company securities on margin or pledging Company securities as collateral. Further, we do not permit short sales or the purchase or sale of derivative instruments based on the Company’s securities. | | | Reprice or buyout underwater stock options – Our Incentive Plans do not permit the repricing or substitution of underwater stock options except with stockholder approval. Our Incentive Plans also do not permit the grant of stock options with below-market exercise prices, except in connection with certain corporate transactions. | | | Pay dividends or dividend equivalents on any unvested equity awards prior to vesting – Our Incentive Plans and associated award agreements prohibit the payment and delivery of dividends and dividend equivalents on unvested RSUs and PSUs, unless and until the underlying award vests. | | | Provide tax gross-ups – We do not provide tax gross-ups. |

  94. COMPENSATION COMMITTEE REPORT

    | Name | Year | Salary(1) ($) | Bonus ($) | Stock Awards(2)(3) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value & Nonqualified Deferred Compensation Earnings(4) ($) | All Other Compensation(3)(5) ($) | Total ($) | | Christopher J. Nassetta President & Chief Executive Officer | 2024 | $1,300,000 | — | $17,324,770 | $5,774,955 | $3,221,400 | — | $336,842 | $27,957,967 | | | 2023 | $1,300,000 | — | $16,312,319 | $5,437,461 | $2,776,998 | — | $729,686 | $26,556,464 | | | 2022 | $1,300,000 | — | $13,705,998 | $4,568,718 | $3,412,500 | — | $545,722 | $23,532,938 | | Kevin J. Jacobs Chief Financial Officer & President, Global Development | 2024 | $1,000,000 | — | $5,129,594 | $1,710,000 | $1,241,200 | — | $13,800 | $9,094,594 | | | 2023 | $990,385 | — | $4,874,852 | $1,624,955 | $1,386,503 | — | $57,226 | $8,933,921 | | | 2022 | $940,625 | — | $4,199,776 | $1,399,976 | $1,543,750 | — | $12,200 | $8,096,327 | | Christopher W. Silcock(6) President, Global Brands & Commercial Services | 2024 | $831,624 | — | $3,405,724 | $1,135,298 | $947,993 | — | $287,141 | $6,607,779 | | | 2023 | $705,167 | — | $2,531,573 | $843,869 | $1,020,282 | $51,000 | $258,902 | $5,410,793 | | | 2022 | $611,106 | — | $1,912,153 | $637,380 | $1,013,244 | — | $202,390 | $4,376,273 | | Laura A. Fuentes EVP, Chief Human Resources Officer | 2024 | $754,875 | — | $1,859,095 | $619,733 | $962,945 | — | $13,800 | $4,210,448 | | | 2023 | $725,813 | — | $1,640,398 | $546,849 | $1,068,724 | — | $16,950 | $3,998,734 | | Anne-Marie D'Angelo Former EVP, General Counsel and Secretary | 2024 | $722,615 | — | $1,390,395 | $463,481 | — | — | $3,047,023 | $5,623,514 |

  95. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL (1)For purposes of the cash severance amounts in the table above, a "qualifying termination" means (x) as defined under the Severance Plan, a termination of employment either by the Company without “cause” or by the executive for "good reason" and (y) as defined under the Incentive Plans, a termination by the Company without "cause." An executive is not deemed to have experienced a qualifying termination as a result of (a) his or her death or disability or (b) solely as a result of a change in control. Under the Severance Plan, whether or not in connection with a change in control, each NEO would have been entitled to receive a cash severance amount equal to 2.0 times (2.99 times in the case of Mr. Nassetta) the sum of the executive’s annual base salary and annual cash incentive award payable at target, each as in effect at the date of termination. If the employment of the NEO was terminated due to death or disability, such executive would have been entitled to receive a prorated annual cash incentive. Amounts reported under "Death or Disability" for each NEO reflect each NEO’s target annual cash incentive for the year ended December 31, 2024. (2)In the event of death of an NEO, in addition to amounts reported in the table above, each NEO will receive benefits from third-party payors under our employer-paid premium life insurance plans. Mr. Silcock is eligible for four times his base salary at death. All of our other NEOs are eligible for one times their regular annual eligible wages at death. Therefore, if such benefits were triggered for the NEOs on December 31, 2024 under our life insurance plans the legally designated beneficiary(ies) of each NEO would have received the following amounts: Mr. Nassetta — $2,500,000; Mr. Jacobs — $2,387,000; Mr. Silcock — $2,972,884; Ms. Fuentes — $1,830,000; and Ms. D'Angelo — $1,119,000. (3)Amounts represent the value of the acceleration of any unvested equity awards, assuming the acceleration occurred on December 31, 2024 and based on our NYSE closing price of $247.16 on December 31, 2024, the last trading day of the year. Provisions for unvested awards are discussed in further detail under "Treatment of LTI Awards Upon Termination, Change in Control ("CIC") or Retirement." •PSUs: If the NEO’s employment terminates as a result of death or disability, for awards granted in 2023 or prior, a prorated portion of the PSUs then outstanding and eligible to vest will immediately vest at target levels, with such proration based on the number of days in the performance period that have elapsed. Beginning with awards granted in 2024, the PSUs then outstanding and eligible to vest will immediately vest at target levels. Upon a double trigger change in control event, the PSUs then outstanding and eligible to vest will immediately vest based on actual performance through the most recently completed fiscal quarter or at a level as determined by the Committee in its good faith discretion. The amounts reported in the table above for double trigger vesting are based on the Company’s performance as of December 31, 2024. •RSUs: Upon a double trigger following a change in control or due to the executive’s death or disability, all unvested RSUs will immediately vest. •Stock options: Upon a double trigger following a change in control or due to the executive’s death or disability, all unvested options will immediately vest and become exercisable. In the table above, amounts reflect the "spread," or difference between the exercise price and closing price as of December 31, 2024. •Amounts in the table above do not include accrued dividends on unvested equity awards. Accrued dividends as of December 31, 2024 were approximately: $135,859 for Mr. Nassetta; $40,496 for Mr. Jacobs; $22,667 for Mr. Silcock; $13,920 for Ms. Fuentes; and $3,068 for Ms. D'Angelo. (4)Under the Severance Plan, upon a qualifying termination, each NEO is entitled to continued healthcare coverage in an amount equal to the excess of the cost of the coverage over the amount that the executive would have had to pay if the executive remained employed for 12 months following the date of termination. In addition, upon a qualifying termination, an NEO who received life insurance coverage prior to the qualifying termination may be entitled to receive a cash payment equal to the premiums required to continue such coverage for 12 months following the termination. Amounts reported assume 2024 rates. (5)Under the Severance Plan, upon a qualifying termination, each NEO is entitled to outplacement services for a period of 12 months following the date of termination. Amounts in the table above assume that the cost to the Company for these outplacement services would be $30,000 for each NEO. (6)Amounts shown represent accrued but unused vacation days. (7)The non-equity award dollar amounts reported above for Mr. Silcock were converted to USD as described under "Base Salary." As required under U.K. law, we are party to an employment agreement with Mr. Silcock. Pursuant to the agreement, Mr. Silcock is entitled to six months’ notice of the termination of his employment. His agreement does not otherwise provide for any severance payments or benefits, and we would expect that any such payments and benefits would be paid pursuant to the Severance Plan in the event his employment is terminated. (8)Ms. D'Angelo’s employment with the Company ceased as of December 31, 2024 via a "qualifying termination" and amounts above represent the benefits she was eligible to receive in accordance with the Severance Plan. The amounts shown in the other columns represent the payments and benefits Ms. D'Angelo would have received had she remained with the Company and the applicable triggering event(s) occurred on December 31, 2024. PAY RATIO For the fiscal year ended December 31, 2024, we estimate that the ratio of the 2024 annual total compensation of our CEO, which was $27,974,583(1), to the 2024 annual total compensation of our median employee, which was $48,448(2), was 577:1. In accordance with SEC rules, we have concluded that it would be appropriate to use the 2023 median employee for our 2024 pay ratio calculation, given that there has neither been a material change in our employee population or median employee compensation arrangements that would significantly impact our pay ratio. To identify the median employee in 2023, we used the methodology described below: •As of October 1, 2023, the date chosen for identifying the median employee, we collected data for all employees globally and used base pay as our consistently applied compensation measure. For hourly workers, we calculated annual base pay based on a reasonable estimate of hours worked during 2023, and we used salary levels for salaried employees. We annualized pay for all permanent employees who were employed for less than the full fiscal year. Consistent with SEC guidance, we used reasonable estimates to determine the base pay for a small portion of our employee population. •Once base pay information was gathered for the workforce, we identified employees within a narrow range of the estimated median and then employed statistical sampling to select the median employee from within that range. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules and the methodology described above. The SEC allows companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  96. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1)For purposes of the pay ratio disclosure, the CEO’s annual total compensation includes the amount reported in the "Total" column of the SCT, plus the CEO’s Company-paid healthcare costs. (2)The median employee's total compensation includes the employee’s Company 401(k) match and Company-paid healthcare costs, as applicable.

  97. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 42 | PROXY STATEMENT | Hilton |

  98. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    PAY VERSUS PERFORMANCE The following table presents summary information regarding the Compensation Actually Paid ("CAP") to our NEOs, total shareholder returns and financial performance metrics for the fiscal years indicated. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act and does not necessarily reflect value actually realized or how the Committee evaluates compensation decisions in light of Company or individual performance. For a discussion of how the Committee seeks to align pay with performance when making compensation decisions, refer to our CD&A beginning on page 21.

  99. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for CEO(1) ($) | Compensation Actually Paid to CEO(1)(2) ($) | Average Summary Compensation Table Total for Non-CEO NEOs(1) ($) | Average Compensation Actually Paid to Non-CEO NEOs(1)(2) ($) | Total Shareholder Return ($) | Peer Group Total Shareholder Return(3) ($) | Net Income (Loss) ($, in millions) | Adjusted EBITDA(4) ($, in millions) | | 2024 | $27,957,967 | $58,773,265 | $6,384,084 | $10,833,541 | $225.46 | $147.93 | $1,539 | $3,429 | | 2023 | $26,556,464 | $56,800,036 | $5,788,921 | $10,477,589 | $165.81 | $111.92 | $1,151 | $3,089 | | 2022 | $23,532,938 | $8,350,685 | $5,390,298 | $3,187,416 | $114.61 | $67.29 | $1,257 | $2,599 | | 2021 | $23,285,248 | $78,651,629 | $4,824,360 | $12,470,862 | $140.95 | $88.83 | $407 | $1,629 | | 2020 | $55,870,639 | $19,725,498 | $8,341,620 | $3,734,772 | $100.54 | $74.12 | ($720) | $842 |

  100. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1)Mr. Nassetta (our CEO), Mr. Jacobs and Mr. Silcock are included in each of the covered years; Ms. Fuentes is included in 2023 and 2024; Ms. D'Angelo is included in 2024; Mr. Schuyler (former NEO) is included in 2020 through 2023; Ms.Campbell (former NEO) is included in 2020 through 2022; and Mr. Carter (former NEO) is included in 2020. (2)The following table details the adjustments to the SCT totals to determine CAP for the year ended December 31, 2024 (the "Covered Year"):

  101. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | CEO | Average Non-CEO NEOs | | SCT Total | $27,957,967 | $6,384,084 | | Less: Grant Date Fair Value of Equity Awards in SCT | ($23,099,725) | ($3,928,330) | | Less: Change in Pension Value in SCT | — | — | | Add: Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in Covered Year(a)(b) | $29,532,032 | $5,022,004 | | Add: Change in Fair Value from the End of the Prior Fiscal Year of Equity Awards Vested in Covered Year as of Vesting Date (Granted in Prior Fiscal Years)(a)(b) | $10,144,843 | $1,384,837 | | Add: Change in Fair Value from the End of the Prior Fiscal Year of Outstanding and Unvested Equity Awards as of Covered Year End (Granted in Prior Fiscal Years)(a)(b) | $14,238,148 | $1,970,946 | | Less: Prior Year Value of Equity Awards that Failed to Meet Vesting Conditions during Covered Year | — | — | | Compensation Actually Paid | $58,773,265 | $10,833,541 |

  102. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (a)For stock options, the fair values were determined using the Black Scholes-Merton option-pricing model using the assumptions as of the vesting dates or year-end for the year ended December 31, 2024 as included in the table below.

  103. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Valuation Date Stock Price | $204.88 - $247.16 | | Expected Volatility | 26.89% - 30.12% | | Dividend Yield | 0.24% - 0.32% | | Risk-Free Rate | 4.10% - 4.30% | | Expected Term (in Years) | 3.5 - 5.2 | | Fair Value Per Stock Option | $86.10 - $128.96 |

  104. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Expected volatility is estimated using a blended approach of historical and implied volatility. Dividend yields are based on Hilton's expected quarterly dividend and the three-month average stock price. Risk-free rates are based on the yields of U.S. Department of Treasury instruments with similar expected terms. Expected terms are generally estimated based on the midpoint of the remaining time to vest and the contractual terms of the stock options, consistent with the original approach used at grant, and taking into account the circumstances of the grant at the measurement date and other relevant factors under GAAP. The exercise price of the stock options that were granted during the covered year is $203.96. (b)For PSUs and RSUs, the fair values are based on the closing price of our common stock on the NYSE on the vesting dates or year-end, as applicable. For unvested PSUs, fair values were based upon management's best estimate of the projected achievement of our performance metrics as of year-end. For vested PSUs, fair value as of the vesting date reflects the valuation described in the "Option Exercises and Stock Vested" table. (3)Reflects the Standard and Poor's 500 Hotels, Resorts & Cruise Lines Index ("S&P Hotels Index"). (4)Adjusted EBITDA is calculated as set forth in "Part II—Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. See Annex A for additional information and a reconciliation of Adjusted EBITDA to net income, the most comparable GAAP financial measure.

  105. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Hilton | PROXY STATEMENT | 43 |

  106. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The illustrations that follow present the relationships between: (i) CAP and TSR, (ii) CAP and net income, (iii) CAP and Adjusted EBITDA and (iv) TSR and Peer Group TSR, as disclosed in the table above. The changes in CAP to our CEO were primarily driven by our stock price, which increased 36% in 2024 from 2023, increased 44% in 2023 from 2022, declined 19% in 2022 from 2021 and increased 40% in 2021 from 2020, as well as our changes in the projected achievement of our PSUs, which, on average, declined during 2020 and increased in 2021 through 2024. Further, our PSUs are based on management's best estimate of the projected achievement of our performance metrics at the end of each performance period and therefore may not consistently correlate with the Company's financial performance in the respective covered year. The tabular list that follows indicates the performance measures that we believe represent the most important measures we use to link CAP to company performance for the most recently completed fiscal year:

  107. PAY VERSUS PERFORMANCE

    | Performance Measures | | Adjusted EBITDA | | FCF Per Share | | Net Unit Growth | | RevPAR Index | | Stock Price |

  108. PAY VERSUS PERFORMANCE

    | 44 | PROXY STATEMENT | Hilton |

  109. PAY VERSUS PERFORMANCE

    PROPOSAL NO. 4 — APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO REMOVE THE SUPERMAJORITY REQUIREMENT FOR STOCKHOLDERS TO AMEND THE BY-LAWS Article V of the Company’s Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), currently requires that the affirmative vote of the holders of at least 80% of the voting power of all the then outstanding shares of stock of the Company is required for stockholders to amend or repeal any provision of the Company’s by-laws. The Board seeks approval from the Company’s stockholders to amend the Certificate of Incorporation to eliminate the supermajority requirement for stockholders to amend the Company’s by-laws so that stockholders could amend the Company’s by-laws by a simple majority of the votes cast (the "Supermajority Elimination Amendment"). If approved by the Company’s stockholders, Article V of the Certificate of Incorporation would be amended to read as follows (deletions are indicated by blue strikethrough text): Section 5.1. By-Laws. In furtherance and not in limitation of the powers conferred by the DGCL, the Board is expressly authorized to make, amend, alter, change, add to or repeal the by-laws of the Corporation (as the same may be amended and/or restated from time to time, the "Bylaws") without the assent or vote of the stockholders in any manner not inconsistent with the laws of the State of Delaware or this Amended and Restated Certificate of Incorporation. The affirmative vote of the holders of at least 80% of the voting power of all the then outstanding shares of stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to make, amend, alter, change, add to or repeal any provision of the Bylaws. The Board has approved and declared advisable the Supermajority Elimination Amendment in accordance with the Delaware General Corporation Law (the "DGCL"). If the proposal is approved, we expect to file a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware to be effective promptly following the annual meeting. Corresponding changes would also be made to the Company's by-laws. The Board retains the discretion to abandon, and not implement, the Supermajority Elimination Amendment at any time before it becomes effective, even if it is approved by stockholders. YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL OF THE AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO ELIMINATE THE SUPERMAJORITY REQUIREMENT FOR STOCKHOLDERS TO AMEND THE COMPANY’S BY-LAWS

  110. PAY VERSUS PERFORMANCE

    | Hilton | PROXY STATEMENT | 45 |

  111. PAY VERSUS PERFORMANCE

    PROPOSAL NO. 5 — APPROVAL OF AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO LIMIT LIABILITY OF CERTAIN OFFICERS AS PERMITTED BY LAW AND ELIMINATE PROVISIONS THAT ARE NO LONGER APPLICABLE Article VIII of the Company’s Certificate of Incorporation currently contains a provision eliminating the personal liability of our directors for monetary damages for breach of fiduciary duty as a director consistent with the DGCL. In 2022, Delaware amended Section 102(b)(7) of the DGCL to allow a Delaware corporation to include a similar provision in its certificate of incorporation eliminating the personal liability of certain officers for monetary damages for breach of fiduciary duty as an officer in certain circumstances. The Board seeks approval from the Company’s stockholders to amend the Certificate of Incorporation to provide for officer exculpation (the "Officer Exculpation Amendment") and to eliminate certain provisions that were implemented at the time of the Company’s 2013 initial public offering and are no longer applicable. If approved by the Company’s stockholders, Article VIII of the Certificate of Incorporation would be amended to read as follows (additions are indicated by blue text and underlining): Section 8.1. Limitation on Liability of Directors and Officers. No director or officer (as applicable) of the Corporation will have any personal liability to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director or officer, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or hereafter may be amended. Neither the amendment nor the repeal of this Article VIII shall eliminate or reduce the effect thereof in respect of any state of facts existing or act or omission occurring, or any cause of action, suit or claim that, but for this Article VIII, would accrue or arise, prior to such amendment or repeal. Rationale for the Officer Exculpation Amendment After conducting its regular review of corporate governance matters, the Board, upon recommendation of the Governance Committee, would like to eliminate the personal liability of certain of our officers for monetary damages for breach of fiduciary duty as an officer to the fullest extent permitted by the DGCL. The Board considered the implications of enacting the Officer Exculpation Amendment, including the following: •To better position the Company to attract and retain qualified and experienced officers, the Board believes that it is important to extend exculpation protection to officers, to the fullest extent permitted by Delaware law. Without such protection, qualified individuals might be deterred from serving as officers due to exposure to personal liability and the risk of incurring substantial expense in defending lawsuits, regardless of merit. Other Delaware corporations have adopted and will likely continue to adopt such amendments to their certificates of incorporation. To the extent the Company's peers adopt similar exculpation clauses that limit the personal liability of officers, failing to adopt the Officer Exculpation Amendment could negatively affect our recruitment and retention of exceptional officer candidates. Additionally, the corporate laws of several other states permit corporations to exculpate officers in a similar manner to the DGCL, and the Board believes it is appropriate for public companies in states that allow exculpation of officers to have exculpation clauses in their certificates of incorporation. •The Board believes that the Officer Exculpation Amendment will empower officers to best exercise their business judgment in furtherance of stockholder interests without the potential for distraction posed by the risk of personal liability. Officers often must make difficult judgments and decisions on important and complex matters on a time-sensitive basis, which can create the risk of investigations, claims, actions, suits or proceedings seeking to impose personal liability on the basis of hindsight, regardless of merit. The Board believes the Officer Exculpation Amendment aligns the protections available to our officers with those currently available to our directors and would discourage plaintiff’s attorneys from adding officers to direct claims relating to breaches of the duty of care, which can lead to increased litigation and insurance costs. The exculpation provisions available to our directors are not affected by the Officer Exculpation Amendment. •The Officer Exculpation Amendment would exculpate certain officers only in connection with direct claims brought by stockholders, including class actions, but would not eliminate or limit liability with respect to any of the following: ◦breach of fiduciary duty claims brought by the Company itself; ◦derivative claims brought by stockholders in the name of the Company; ◦any claims involving the breach of the duty of loyalty to the Company or our stockholders; ◦any claims involving acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law; or ◦any claims involving transactions from which the officer derived an improper personal benefit. Because the Company is seeking to amend the Certificate of Incorporation, we also wanted to take the opportunity to eliminate certain provisions that are no longer applicable (the "Clean-Up Amendments"). The Clean-Up Amendments relate to provisions that were specific to Blackstone Inc., our pre-IPO controlling stockholder, and were tied to Blackstone’s continued ownership of specified percentages of the Company’s common stock. Blackstone fully divested of its investment in Hilton in 2018. The provisions related to: •stockholder ability to act by written consent when Blackstone owned 40% or more of the total voting power of the Company; •the applicability of Section 203 of the DGCL when Blackstone owned at least 5% of the total voting power of the Company; and

  112. PAY VERSUS PERFORMANCE

    | 46 | PROXY STATEMENT | Hilton |