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☐ | Preliminary Proxy Statement | ||||
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||
☒ | Definitive Proxy Statement | ||||
☐ | Definitive Additional Materials | ||||
☐ | Soliciting Material Pursuant to §240.14a-12 |
☒ | No fee required. | |||||||
☐ | Fee paid previously with preliminary materials. | |||||||
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
April 6, 2023
|
|||||
Dear Stockholders: | |||||
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||||
Jonathan D. Gray | Christopher J. Nassetta | ||||
Chairman of the Board of Directors | President and Chief Executive Officer |
TIME |
9:00 a.m., Eastern time, on May 18, 2023
|
|||||||
PLACE |
Hilton McLean Tysons Corner, 7920 Jones Branch Drive, McLean, VA 22102
|
|||||||
ITEMS OF BUSINESS | 1. | To elect the director nominees listed in the proxy statement. | ||||||
2. |
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2023.
|
|||||||
3. | To approve, in a non-binding advisory vote, the compensation paid to our named executive officers. | |||||||
4. | To consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof. | |||||||
RECORD DATE |
You may vote at the Annual Meeting if you were a stockholder of record at the close of business on March 24, 2023.
|
|||||||
VOTING BY PROXY |
To ensure your shares are voted, you may vote your shares over the Internet, by telephone or by requesting a proxy card to complete, sign and return by mail. Internet and telephone voting procedures are described on the following page, in the Questions and Answers section beginning on page
55
of the proxy statement and on the proxy card.
|
By Order of the Board of Directors, | |||||
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|||||
Kristin A. Campbell | |||||
Executive Vice President, General Counsel and Secretary |
LEAD WITH
OUR CULTURE
|
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||||||||||||||||||||||
#2 World's Best Workplace,
#1 Best Workplace for Women in the U.S. and #2 Best Company to Work For in the U.S. – highest ranked hospitality company
|
Inducted into DiversityInc’s
Hall of Fame –
for the Top Companies for Diversity
– and #1 Top Company for Environmental, Social and Governance
|
Continued to drive progress
on our 2027 diversity and inclusion commitments |
Named to the Dow Jones Sustainability Indices ("DJSI") as a global sustainability leader for the 6
th
year in a row, scoring in the 100
th
percentile for our industry
|
|||||||||||||||||||||||
WIN WITH OUR
CUSTOMERS
|
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||||||||||||||||||||||
Gained 24M new
Hilton Honors members, bringing total membership to 152M, a 19% year-over-year (“YOY”) increase |
Launched our
new marketing platform, “Hilton. For the Stay” |
Launched a new program
to help make electric vehicle ("EV") chargers available at 1,600+ hotels |
Developed partnerships with companies such as Peloton and Voyager Space to create innovative experiences and features | |||||||||||||||||||||||
ENHANCE
OUR NETWORK
EFFECT
|
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||||||||||||||||||||||
Opened 90
th
Tapestry,
600
th
Hilton and 2,800
th
Hampton
|
Continued luxury brand growth, with 11 openings and
17 approvals
|
Opened 200
th
hotel in Caribbean and Latin America and 600
th
in Asia Pacific ("APAC")
|
Developed Spark by Hilton, a premium economy hotel brand at the intersection of value and consistency | |||||||||||||||||||||||
MAXIMIZE OUR
PERFORMANCE
|
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||||||||||||||||||||||
5-year Total Stockholder Return ("TSR") was 61%, delivering $12B+ of value creation to stockholders
(1)
|
Resumed share repurchases and dividend payments with total capital return of $1.7B+ | Increased and extended our revolving credit facility borrowing capacity to $2B, maturing in 2028 |
Increased Adjusted EBITDA margin 310 basis pts. YOY to 68.9%
(2)
|
$1,257M
Net Income
$2,599M
Adjusted EBITDA
(2)
(123% of Adjusted EBITDA target)
|
+42.5%
RevPAR growth YOY
(3)
|
$4.53
Diluted EPS
(2)
$4.89
Adjusted Diluted EPS
(2)
|
||||||||||||
416,000+
Pipeline Rooms
|
355 New Hotels
To surpass 7,100 properties and
1.1M rooms across
123 countries and territories
|
+4.7%
Net Unit Growth YOY or
48,000+ net rooms
|
||||||||||||
Hilton
|
PROXY STATEMENT
|
1
|
2022 CEO Target Compensation | 2022 Other NEO Target Compensation (Average) | |||||||
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2
|
PROXY STATEMENT
|
Hilton
|
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|||||||||
Our policies require that candidate pools for the Board of Directors and CEO include gender and ethnic diversity
|
|||||||||||
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.
|
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 2023 is in the best interest of the Company and its stockholders.
|
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 2022 compensation paid to our named executive officers, which is described in the section of this proxy statement entitled “Executive Compensation.”
|
Hilton
|
PROXY STATEMENT
|
3
|
Christopher J. Nassetta | |||||
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Christopher J. Nassetta, 60, 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 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 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.
|
Jonathan D. Gray | |||||
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Jonathan D. Gray, 53, 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 is a member of the board of directors of Corebridge Financial. He also serves on the board of Harlem Village Academies. He previously served as a board member of 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.
|
4
|
PROXY STATEMENT
|
Hilton
|
Charlene T. Begley | |||||
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Charlene T. Begley, 56, 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., and previously served as a director and member of the audit and nominating committees of Red Hat, Inc. Ms. Begley also previously served as a director and member of the audit and nominating committees of 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.
|
Chris Carr | |||||
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Chris Carr, 59, has served as a director of Hilton since 2020. Mr. Carr was the Chief Operating Officer of Sweetgreen, Inc. from 2020 to 2022. From 2006 to 2019, he served in a variety of retail and supply chain senior executive roles at Starbucks, most recently as the Executive Vice President ("EVP"), Chief Procurement Officer, where he was responsible for enhancing the enterprise-wide, global strategic sourcing and supplier relationship capabilities. Mr. Carr served as Starbucks’ EVP, Americas Licensed Stores, where he was responsible for the strategic planning, operations, market planning and sales for 6,500 licensed retail stores. He also led their U.S. business as the EVP, U.S. Retail Stores, where he was accountable for the brand and customer experience at approximately 13,000 U.S. company-operated and licensed retail stores. Prior to Starbucks, Mr. Carr spent 18 years 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 serves on the board of directors for Recreational Equipment Inc. ("REI") and he is on the board of trustees 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 strategy, brands, consumer marketing and international operations.
|
Melanie L. Healey | |||||
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Melanie L. Healey, 61, 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., Verizon Communications Inc. and Target Corporation, which has announced that she will not stand for re-election at Target's 2023 annual meeting of shareholders. She will continue to serve as a director of Target until her current term expires at Target's 2023 annual meeting of shareholders, which is expected to occur in June 2023. Ms. Healey also has been named as a director nominee of Kenvue Inc. and is expected to serve as a director of Kenvue upon completion of its initial public offering.
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.
|
Hilton
|
PROXY STATEMENT
|
5
|
Raymond E. Mabus, Jr. | |||||
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Raymond E. Mabus, Jr., 74, has served as a director of Hilton since 2017 and 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 The Mabus Group, a consulting company, and vice chair of InStride, a public benefit company. He is on the board of World Central Kitchen and the Environmental Defense Fund. He previously served as a director of Dana Incorporated and chair of Kadem Sustainable Impact Corp. and as Chairman and Chief Executive Officer of Foamex International.
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.
|
Judith A. McHale | |||||
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Judith A. McHale, 76, has served as a director of Hilton since 2013. Ms. McHale has served as President and Chief Executive Officer of Cane Investments, LLC since August 2011. From May 2009 to July 2011, Ms. McHale served as Under Secretary of State for Public Diplomacy and Public Affairs for the U.S. Department of State. From 2006 to March 2009, Ms. McHale served as a Managing Partner in the formation of GEF/ Africa Growth Fund. Prior to that, Ms. McHale served as the President and Chief Executive Officer of Discovery Communications. Ms. McHale currently serves on the board of directors of Paramount Global and previously served on the board of directors of Ralph Lauren Corporation and Sea World Entertainment, Inc. Ms. McHale graduated from the University of Nottingham in England and Fordham University School of Law.
Qualifications, Attributes, Skills and Experience:
extensive business and management expertise, including experience as a chief executive officer and director of several public companies, as well as prior service as a high-ranking official in the U.S. Department of State.
|
Elizabeth A. Smith | |||||
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Elizabeth A. Smith, 59, has served as a director of Hilton since 2013. Ms. Smith has been a member of the board of directors of Bloomin’ Brands, Inc. since November 2009 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 and the U.S. Fund for UNICEF. 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. and as a member of the board of directors of The Gap, Inc. Ms. Smith holds a bachelor’s degree, and a member of 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.
|
6
|
PROXY STATEMENT
|
Hilton
|
Douglas M. Steenland | |||||
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Douglas M. Steenland, 71, 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. and also serves on the board of the London Stock Exchange Group. He is currently a member of the board of directors of American International Group, Inc. but will not stand for re-election at its 2023 annual meeting of shareholders. Mr. Steenland previously served as a director of 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.
|
Hilton
|
PROXY STATEMENT
|
7
|
Experience / Qualification / Skill | Begley | Carr | Gray | Healey | Mabus | McHale | Nassetta | Smith | Steenland | ||||||||||||||||||||
Hospitality / Travel Industry
experience represents our core business
|
X | X | X | ||||||||||||||||||||||||||
Accounting / CFO / Auditing
experience enables understanding of our financial reporting and internal controls
|
X | X | X | X | |||||||||||||||||||||||||
Risk / Crisis Management
experience reflects the ability to respond to the inevitable challenges that come with operating a dynamic global business
|
X | X | X | X | X | X | X | ||||||||||||||||||||||
Capital Markets / Financing
experience is important to maintaining a healthy balance sheet no matter the economic environment
|
X | X | X | X | |||||||||||||||||||||||||
Brands / Marketing
experience supports the growth of our business around the world
|
X | X | X | X | X | ||||||||||||||||||||||||
International
experience supports our scope and plans for future development as well as the challenges of operating a global enterprise
|
X | X | X | X | X | X | X | X | X | ||||||||||||||||||||
Technology / Cybersecurity
experience supports our innovation as we strive to serve our guests in new and convenient ways
|
X | X | |||||||||||||||||||||||||||
Senior Executive Leadership
experience running large organizations provides practical expertise and understanding of corporate strategy, financial oversight, risk management and talent management
|
X | X | X | X | X | X | X | X | X | ||||||||||||||||||||
ESG
insight will be critical to the future success of Hilton as we seek to do well by doing good
|
X | X | X | X | |||||||||||||||||||||||||
Government / Public Policy
experience provides important perspective as Hilton navigates a challenging political and increasingly regulated global environment
|
X | X | |||||||||||||||||||||||||||
Public Company Board
experience provides an understanding of corporate governance, stockholder relations and board oversight of management
|
X | X | X | X | X | X | X | X | X | ||||||||||||||||||||
Legal
experience provides appropriate perspective on evaluating risk, regulations and obligations
|
X | X | |||||||||||||||||||||||||||
Demographics | |||||||||||||||||||||||||||||
African American or Black | X | ||||||||||||||||||||||||||||
Alaskan Native or Native American | |||||||||||||||||||||||||||||
Asian | |||||||||||||||||||||||||||||
Hispanic or Latinx | X | ||||||||||||||||||||||||||||
Native Hawaiian or Pacific Islander | |||||||||||||||||||||||||||||
White | X | X | X | X | X | X | X | X | |||||||||||||||||||||
Two or More Races or Ethnicities | |||||||||||||||||||||||||||||
Member of LGBTQ+ Community | |||||||||||||||||||||||||||||
Gender | |||||||||||||||||||||||||||||
Female | X | X | X | X | |||||||||||||||||||||||||
Male | X | X | X | X | X | ||||||||||||||||||||||||
Non-Binary | |||||||||||||||||||||||||||||
Years on Hilton Board | 6 | 3 | 15 | 5 | 5 | 9 | 15 | 9 | 13 |
8
|
PROXY STATEMENT
|
Hilton
|
OUR ESG STRATEGY | |||||
OUR ENVIRONMENTAL IMPACT: WATTS, WATER, WASTE | |||||
Reductions in Environmental Impact Since 2008
(1)(2)
|
||||||||||||||||||||
Reduction in carbon dioxide emissions per square meter:
47%
|
Reduction in water consumption
per square meter:
33%
|
Reduction in landfilled waste
per square meter:
65%
|
Reduction in energy consumption
per square meter:
36%
|
|||||||||||||||||
2022 Environmental Highlights
|
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1/3
rd
of the hotels we operated in Europe, Middle East and Africa ("EMEA"), as well as Watford and Glasgow corporate offices, were supplied with
100% renewable energy
|
5,500+
hotels partnered with organizations to recycle and donate soap and other unused supplies
|
Piloted food donation programs
and analytical software to help reduce food waste and associated costs at many of our managed hotels in the U.S. and EMEA
|
Invested in Fifth Wall Climate Technology Funds to
accelerate the adoption of innovative ESG technologies
|
Reduced single use plastics by offering Digital Keys at
more than 80%
of our hotels and requiring
100%
of our hotels to adopt bulk amenities by 2023
|
Launched
Meeting Impact Calculator and Meet with Purpose Checklist
to help reduce the carbon footprint of meetings and events
|
|||||||||||||||||||||||||||
Hilton
|
PROXY STATEMENT
|
9
|
OUR SOCIAL IMPACT: CAREERS, COMMUNITIES, CONDUCT | |||||
2022 HCM Highlights
|
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Launched a new Thrive at Hilton
"Care for All" platform worldwide and Wellthy
, a caregiving concierge service in the U.S., U.K. and Ireland, building on our mental wellness platform launched in 2021
|
Extended our Go Hilton Team Member Travel program
to Team Members' spouses and partners
|
Expanded our ESPP
outside the U.S. so that more Team Members can purchase Hilton stock at a
15% discount
|
Continued Courageous Conversations learning sessions with
DE&I thought leaders reaching
13k+
Team Members to date
|
Created
670k+
learning and career growth opportunities via our programs such as Guild Education, Hilton University and Lead@Hilton
|
Increased Team Member Resource Group membership by
29%
YOY, helping to bring together Team Members with shared background or interests
|
|||||||||||||||||||||||||||
2022 Community Highlights
|
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Provided hotel room accommodations to
42,000+
refugees impacted by the
Ukraine refugee crisis
|
Reported nearly
345,000
volunteer hours from our global Team Member community
|
Distributed
$2+ million
in Hilton Global Foundation grants
|
Supported
1,400+
individuals through our TMAF
|
Hired
550+
refugees and announced commitment to hire
1,500
refugees by 2025 in the U.S., in partnership with the Tent Coalition for Refugees
|
Engaged with
2,400+
Supplier Diversity
Program Partners
|
|||||||||||||||||||||||||||
10
|
PROXY STATEMENT
|
Hilton
|
OUR GOVERNANCE: PUBLIC AFFAIRS, PARTNERSHIPS, POLICIES & REPORTING | |||||
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•
Works with the business to set Hilton's strategic direction
•
Ensures the business is managed ethically and responsibly
|
•
Oversees Hilton's ESG performance, including reviewing the Company's ESG strategy on an annual and as-needed basis
|
||||||
•
Reviews and assesses the Company's ESG strategy, practices and policies, and makes recommendations to the Board as appropriate
|
||||||||
•
Executive Committee ("EC") approves major ESG programs and monitors progress towards 2030 Goals
•
CEO is accountable for ESG-related issues and decisions
|
•
Head of ESG oversees Hilton's ESG strategy and reporting efforts, is a member of the EC and reports directly to the CEO
|
|||||||
•
Establishes and oversees implementation of ESG and Hilton Global Foundation strategies, and serves as subject matter experts on integration of ESG into overall business objectives
|
•
Continually assesses and reports progress against 2030 Goals
|
|||||||
Hilton integrates Travel with Purpose into our business using multiple governance mechanisms including: | ||||||||
•
Policies, standards and requirements
•
EC pay is tied to ESG performance goals
•
Cross-functional working groups
|
•
Committees, advisory boards and networks
•
Trainings, webinars and other presentations
|
RECOGNITION FOR OUR AWARD-WINNING ESG PROGRAMS | |||||
![]() |
![]() |
![]() |
![]() |
![]() |
||||||||||||||||||||||
#2 World's Best Workplace
#1 Best Workplace for Women in the U.S. and
#2 Best Company to Work For in the U.S.
–
highest ranked hospitality company
|
Inducted into DiversityInc’s Hall of Fame
– for the Top Companies for Diversity
– and #1 Top Company for ESG
|
Named to the DJSI as a global sustainability leader
for the 6
th
year in a row,
Top 5% Standard and Poor's Global ESG Score and scoring in the 100
th
percentile for our industry
|
Earned a Gold Medal
rating from EcoVadis, among the top 5% of the 100,000+ companies analyzed
|
Named
Trendsetter
in the
CPA-Zicklin Index
of Corporate Political Disclosure and Accountability
|
||||||||||||||||||||||
Hilton
|
PROXY STATEMENT
|
11
|
Name
|
Audit Committee
|
Compensation Committee
|
Nominating & ESG Committee
|
||||||||
Christopher J. Nassetta
|
|||||||||||
Jonathan D. Gray
|
|||||||||||
Charlene T. Begley
|
Chair
|
X
|
|||||||||
Chris Carr | X | ||||||||||
Melanie L. Healey
|
X
|
||||||||||
Raymond E. Mabus, Jr.
|
X
|
||||||||||
Judith A. McHale
|
Chair
|
||||||||||
Elizabeth A. Smith
|
Chair
|
||||||||||
Douglas M. Steenland
|
X
|
X |
12
|
PROXY STATEMENT
|
Hilton
|
Hilton
|
PROXY STATEMENT
|
13
|
14
|
PROXY STATEMENT
|
Hilton
|
Hilton
|
PROXY STATEMENT
|
15
|
16
|
PROXY STATEMENT
|
Hilton
|
Pay Element |
Retainer Amount
(1)
|
|||||||||||||
Board Service |
![]() |
|||||||||||||
Annual Equity Award | $200,000 | |||||||||||||
Annual Cash Retainer | $100,000 | |||||||||||||
Lead Independent Director | $75,000 | |||||||||||||
Committee Service | Chair | Member | ||||||||||||
Audit Committee | $30,000 | $15,000 | ||||||||||||
Compensation Committee | $25,000 | $10,000 | ||||||||||||
Nominating & ESG Committee | $20,000 | $10,000 |
Annual Equity
|
Vesting
|
Settlement
|
Dividend Equivalents
|
|||||||||||||||||
DSUs
Granted annually since 2015
|
Fully vested at the time of grant
|
•
2015-2022 DSUs settle in shares of common stock upon a termination of service for any reason. This will continue to be the case for grants beginning in 2023, unless the non-employee director elects to settle shares on the second anniversary of the grant date
•
Upon a change in control, DSUs settle immediately
|
Accrue in the form of additional DSUs in an amount equal to the fair market value of any dividend payments as of the dividend payment dates, payable at settlement
|
Hilton
|
PROXY STATEMENT
|
17
|
Name
|
Fees Earned or
Paid in Cash
(1)
($)
|
Stock
Awards
(2)
($)
|
All Other
Compensation
(3)
($)
|
Total
($)
|
|||||||||||||||||||
Charlene T. Begley
|
$140,000 | $199,980 | $10,914 | $350,894 | |||||||||||||||||||
Chris Carr | $110,000 | $199,980 | $10,645 | $320,625 | |||||||||||||||||||
Jonathan D. Gray
|
$100,000 | $199,980 | — | $299,980 | |||||||||||||||||||
Melanie L. Healey
|
$110,000 | $199,980 | — | $309,980 | |||||||||||||||||||
Raymond E. Mabus, Jr.
|
$115,000 | $199,980 | $22,634 | $337,614 | |||||||||||||||||||
Judith A. McHale
|
$125,000 | $199,980 | $24,337 | $349,316 | |||||||||||||||||||
Elizabeth A. Smith
|
$120,000 | $199,980 | $26,714 | $346,694 | |||||||||||||||||||
Douglas M. Steenland
|
$200,000 | $199,980 | $19,329 | $419,309 |
18
|
PROXY STATEMENT
|
Hilton
|
Kristin A. Campbell | |||||
![]() |
Kristin A. Campbell, 61, is our Executive Vice President, General Counsel and Secretary.
She joined Hilton in June 2011 and leads the Company’s global legal and compliance functions. At Hilton, Ms. Campbell is responsible for board work and corporate governance, regulatory compliance, M&A, commercial transactions, litigation and legal matters relating to labor and employment, in both the U.S. domestic and international arenas. She previously oversaw industry relations and policymaker engagement and Hilton’s global ESG efforts. Prior to joining Hilton, Ms. Campbell was Senior Vice President, General Counsel and Corporate Secretary for Staples, Inc., an international office products company. Prior to joining Staples, Inc. in 1993, Ms. Campbell worked at law firms Goodwin Proctor and Rackemann, Sawyer & Brewster. Ms. Campbell is a member of the board of directors of The ODP Corporation, a U.S. publicly traded business supply and technology services company, and is chair of its corporate governance and nominating committee and a member of its compensation committee. She also serves on the board of directors of Regency Centers Corporation and the advisory board of the Boston University School of Hospitality Administration.
Ms. Campbell graduated summa cum laude from Arizona State University and received a J.D. from Cornell University Law School.
|
Laura Fuentes | |||||
![]() |
Laura Fuentes, 47, was appointed as Executive Vice President and Chief Human Resources Officer in October 2020. She joined Hilton in 2013, and has led teams across Human Resources functions including Recruiting, Diversity & Inclusion, Learning & Leadership Development, Total Rewards, People Analytics & Strategy and HR Consulting. Most recently, she served as Chief Talent Officer. Prior to joining Hilton, Ms. Fuentes spent six years at Capital One Financial Corporation in various corporate strategy and Human Resources roles, leading workforce analytics, recruitment and compensation functions for the organization. Prior to 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 is an Advisory Board member for the McIntire School of Commerce at the University of Virginia, serves on the boards of directors of Make-a-Wish Mid-Atlantic, where she chairs the governance committee, and Arlington Free Clinic, and also represents Hilton on Tent Partnership for Refugees' U.S. Advisory Council. 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.
|
Kevin J. Jacobs | |||||
![]() |
Kevin J. Jacobs, 50, 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 Vice Chairman of the Board of Directors and Treasurer of Goodwill of Greater Washington, is a Trustee and member of the Executive Committee of the Federal City Council, and serves as Board Vice Chair of the American Hotel & Lodging Association. He is a graduate of the Cornell University School of Hotel Administration. |
Hilton
|
PROXY STATEMENT
|
19
|
Matthew W. Schuyler | |||||
![]() |
Matthew W. Schuyler, 57, is our Chief Brand Officer.
He is responsible for positioning the Company’s portfolio of 19 world-class brands across all of our properties globally. In this role, Mr. Schuyler’s focus is to deliver differentiated, consistent, high-quality brand experiences that delight customers and increase returns for owners. His organization includes Hilton's brand leadership and owner support functions and the Hilton Supply Management ("HSM") organization. Prior to this role, Mr. Schuyler also oversaw communications, served as Chief Administrative Officer, and, previously, for 11 years was Chief Human Resources Officer, leading Hilton’s global human resources organization. During his tenure at Hilton, Mr. Schuyler has driven Hilton’s position as one of the world’s best workplaces, delivering recognition including #1 rankings for the Company’s culture and diversity programs around the world. Mr. Schuyler’s executive experience extends across diverse industries including financial services, technology and professional services. He has served as Chief Human Resources Officer for Capital One Financial Corporation, Senior Vice President of Human Resources with Cisco Systems, Inc. and as a Partner with PricewaterhouseCoopers in the Global Human Resources Group. He holds an M.B.A. from the University of Michigan and a B.S. in Business Administration from Penn State University. Mr. Schuyler serves as the Chair of the Board of Trustees of Penn State.
|
Christopher W. Silcock | |||||
![]() |
Christopher W. Silcock, 51, has served as Executive Vice President and Chief Commercial Officer since September 2015. He leads the Company's global Commercial team including sales, revenue management, distribution, enterprise data and analytics, marketing, and customer engagement, loyalty & partnerships and technology. Mr. Silcock has more than 20 years of experience with Hilton and can be credited with leading the Company's global sales modernization process, and transitioning revenue management to a data-driven discipline. Mr. Silcock also created Hilton's first enterprise data and analytics team, bringing advance analytics to the forefront of real-time decision making. Prior to this role, Mr. Silcock held a number of positions at the Company, including Head of Revenue Management and Online and Regional Marketing, and Vice President of Revenue Management. He has also held a number of regional revenue and project roles across the business, as well as several positions at the Company's hotels. Mr. Silcock began his career with Hilton as a catering and banquet waiter at Hilton Watford. In addition to his time at Hilton, Mr. Silcock worked in a consulting capacity with several hospitality companies, including large international chains, as well as smaller operators and independent hotels across Europe. He currently serves as a member of the board for Groups360, an online marketplace for meetings; he previously served on the board of Roomkey, a joint venture of six global hospitality companies, including two years as the board's chairman. Mr. Silcock holds a B.S. in Computer Studies from the University of Essex and studied music prior to his hospitality career. |
20
|
PROXY STATEMENT
|
Hilton
|
2022 | 2021 | ||||||||||
Audit fees:
|
|||||||||||
Consolidated audit
(1)
|
$5,750,000 | $5,324,831 | |||||||||
Statutory and subsidiary audits
(2)
|
3,265,000 | 3,770,844 | |||||||||
Total audit fees | 9,015,000 | 9,095,675 | |||||||||
Audit-related fees
(3)
|
681,000 | 916,374 | |||||||||
Tax fees
(4)
|
418,000 | 586,445 | |||||||||
Total audit and non-audit fees
|
$10,114,000 | $10,598,494 |
Hilton
|
PROXY STATEMENT
|
21
|
22
|
PROXY STATEMENT
|
Hilton
|
Hilton
|
PROXY STATEMENT
|
23
|
2022 BUSINESS & COMPANY
|
CREATION OF LONG-TERM VALUE | |||||
HILTON OUTPERFORMED PEERS
|
||||||||||||||||||||||||||||||||||||||
Stock Price Growth
(1)
|
1- / 3- / 5-Year TSR
(1)
|
|||||||||||||||||||||||||||||||||||||
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|||||||||||||||||||||||||||||||||||||
![]() |
Hilton |
![]() |
Standard and Poor's 500 Hotels, Resorts & Cruise Lines Index
|
![]() |
Average Executive Compensation Peer Group
|
|||||||||||||||||||||||||||||||||
WE DEMONSTRATED SIGNIFICANT PROGRESS IN OUR RECOVERY FROM THE PANDEMIC | ||||||||||||||||||||||||||||||||||||||
June 2020
(2)
|
December 2022
(2)
|
|||||||||||||||||||||||||||||||||||||
-54% | RevPAR DECLINE YOY |
![]() |
43% |
RevPAR GROWTH YOY
(2022 was 99% of 2019)
|
||||||||||||||||||||||||||||||||||
-50% | FEE REVENUES DECLINE YOY | 45% |
FEE REVENUES GROWTH YOY
(14% growth over 2019)
|
|||||||||||||||||||||||||||||||||||
WE DELIVERED STRONG RESULTS OVER TIME, REFLECTING THE RESILIENCY OF OUR BUSINESS MODEL
|
||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA ($M)
(3)
|
Adjusted Diluted EPS ($ per share)
(3)
|
|||||||||||||||||||||||||||||||||||||
![]() |
![]() |
24
|
PROXY STATEMENT
|
Hilton
|
PERFORMANCE ON KEY STRATEGIC PRIORITIES | |||||
LEAD WITH
OUR CULTURE
|
![]() |
![]() |
![]() |
![]() |
||||||||||||||||||||||
#2 World's Best Workplace,
#1 Best Workplace for Women in the U.S. and #2 Best Company to Work For in the U.S. – highest ranked hospitality company
|
Inducted into DiversityInc’s
Hall of Fame – for the Top Companies for Diversity |
Continued to drive progress
on our 2027 diversity and inclusion commitments |
Named to the DJSI as a global sustainability leader for the 6
th
year in a row, scoring in the 100
th
percentile for our industry
|
|||||||||||||||||||||||
WIN WITH OUR
CUSTOMERS
|
![]() |
![]() |
![]() |
![]() |
||||||||||||||||||||||
Gained 24M new
Hilton Honors members, bringing total membership to 152M, a 19% YOY increase |
Launched our
new marketing platform, “Hilton. For the Stay” |
Launched a new program
to help make EV chargers available at 1,600+ hotels |
Developed partnerships with companies such as Peloton and Voyager Space to create innovative experiences and features | |||||||||||||||||||||||
ENHANCE
OUR NETWORK
EFFECT
|
![]() ![]() ![]() ![]() |
![]() |
![]() |
![]() |
||||||||||||||||||||||
Opened 90
th
Tapestry,
600
th
Hilton and 2,800
th
Hampton
|
Continued luxury brand growth, with 11 openings and
17 approvals
|
Opened 200
th
hotel in Caribbean and Latin America and 600
th
in APAC
|
Developed Spark by Hilton, a premium economy hotel brand at the intersection of value and consistency | |||||||||||||||||||||||
MAXIMIZE OUR
PERFORMANCE
|
![]() |
![]() |
![]() |
![]() |
||||||||||||||||||||||
5-year TSR was 61%, delivering $12B+ of value creation to stockholders | Resumed share repurchases and dividend payments with total capital return of $1.7B+ | Increased and extended our revolving credit facility borrowing capacity to $2B, maturing in 2028 | Increased Adjusted EBITDA margin 310 basis pts. YOY to 68.9% |
EMPOWERING OUR TEAM MEMBERS TO THRIVE | |||||
STOCKHOLDER ENGAGEMENT & 2022 SAY-ON-PAY VOTE
|
Hilton
|
PROXY STATEMENT
|
25
|
2022 EXECUTIVE COMPENSATION PROGRAM
|
Pay Elements
|
Form
|
Performance Measures & Key Characteristics
|
|||||||||||||||||||||
Base Salary
(on page
29
)
|
Cash
|
•
Provide a competitive fixed level of pay
|
|||||||||||||||||||||
Annual Cash Incentives
Maximum Payout:
2x target
(on page
29
)
|
Cash
|
Financial
CEO: 50%
Other NEOs: 40%
|
•
Annual Adjusted EBITDA
(1)
|
||||||||||||||||||||
Business Area & Organizational Strength
CEO: 50%
Other NEOs: 60%
|
•
Business Area: Primarily quantitative objectives
•
Organizational Strength: ESG and HCM objectives (including achieving specific DE&I targets, Team Member engagement and talent management efforts), as well as budget and cost management objectives
|
||||||||||||||||||||||
Long-Term Incentives ("LTI")
(on page
34
)
|
Equity
|
PSUs: 50%
Maximum Payout: 2x target
|
•
Free Cash Flow ("FCF") per share, Adjusted EBITDA
(1)
, Net Unit Growth ("NUG") compound annual growth rate (“CAGR") and RevPAR Index Growth (“RPI Growth”)
•
Vest at the end of a 3-year period
|
||||||||||||||||||||
Stock Options: 25%
|
•
Vest ratably over 3 years
|
||||||||||||||||||||||
Restricted Stock Units ("RSUs"): 25%
|
•
Vest ratably over 2 years
|
||||||||||||||||||||||
2022 CEO Target Compensation | 2022 Other NEO Target Compensation (Average) | |||||||
![]() |
![]() |
2022 NEO COMPENSATION DECISIONS
|
Base Salary
|
•
No increase to CEO salary
•
For other NEOs, the median base salary increase was 3% in early 2022, as described under “Base Salary”
|
||||||||||||||||
Annual Cash Incentives
|
•
No increase to NEO annual cash incentive target percentages, as described under “Annual Cash Incentive Program”
•
Similar to last year, the 2022 annual cash incentive program was based on three categories (financial performance, business area performance and organizational strength objectives), with a significant portion of our performance goals conditioned on objective and quantitative targets. Our commitment to ESG is incorporated within our organizational strength objectives, which includes achieving specific DE&I targets as part of our ongoing commitment to an inclusive workplace
•
The median annual cash incentive payout in early 2023 was 163% of target
|
||||||||||||||||
LTI
|
•
No increase to CEO LTI target
•
For other NEOs, the median LTI target increase was 6% in early 2022, after considering individual performance, external market data and internal pay equity, as described under “LTI Program”
•
Awards were granted at target level
|
26
|
PROXY STATEMENT
|
Hilton
|
![]() |
Overall Compensation Philosophy –
Our goal is to provide programs that:
•
Deliver competitive levels of compensation to attract, retain and motivate highly-qualified executives
•
Foster a strong relationship between long-term stockholder value and executive compensation by having a significant portion of compensation composed of LTI awards
•
Emphasize performance-based compensation contingent upon achieving financial, business area and organizational strength performance goals
•
Promote the Company’s core values of
H
ospitality,
I
ntegrity,
L
eadership,
T
eamwork,
O
wnership and
N
ow
|
||||
![]() |
Compensation Program Design –
Our programs are designed to:
•
Provide three main components, each designed to be consistent with our compensation philosophy: base salary, annual cash incentive and LTI awards
•
Cultivate long-term value creation without taking unnecessary risks
•
Combine both short- and long-term compensation to promote retention and foster our pay for performance environment
•
Emphasize at-risk pay over fixed pay, yet create a positive work environment that rewards long-term achievements
•
Motivate and reward for successfully executing our business strategies
•
Consider multiple quantitative and qualitative factors in setting the level and mix of compensation
|
||||
![]() |
Compensation Process –
In reviewing and establishing pay levels, we consider the following factors annually or more frequently as circumstances merit:
•
Compensation of executives serving in similar positions at peer companies
•
Individual knowledge, experience and capabilities of the executives
•
The executive’s scope of responsibility, authority and accountability
•
The level of pay relative to the Company’s other executives (“internal equity”)
|
Compensation
Committee
|
•
With input from our Board and its independent compensation consultant, the Committee oversees and approves key aspects of executive compensation, including our CEO’s and other executive officers’ salaries, goals and payouts under the annual cash incentive plan, the size and structure of LTI awards and any executive perquisites or other benefits.
•
In determining compensation for our NEOs, the Committee considers the factors outlined above and consults with its independent compensation consultant and the CEO (regarding the NEOs other than himself). In determining compensation for the CEO, the Committee also reviews the CEO’s self-assessment of his performance against his Board-approved financial, business area and organizational strength objectives.
•
In implementing the Company’s executive compensation program, the Committee takes into account the cyclical nature of the hospitality business, competitive market data and the alignment of the Company’s total pay opportunity and pay outcomes with performance.
|
|||||||
Management
|
•
The CEO and Chief Human Resources Officer work closely with the Committee in managing the executive compensation program and attend meetings of the Committee.
•
The CEO makes recommendations to the Committee regarding compensation for executive officers other than himself.
|
|||||||
Independent Compensation Consultant
|
•
The Committee’s independent compensation consultant, Exequity, provides research, survey information and analysis, incentive design expertise and other analyses related to compensation levels and design. Exequity also updates the Committee on trends and developments related to executive compensation practices and provides its views to the Committee on best practices when evaluating executive pay programs and policies.
•
In 2022, Exequity’s services to the Committee included providing perspective on current trends and developments in executive and director compensation, analyzing benchmarking data and evaluating our peer group composition. It otherwise performed no other services for the Company. The Committee evaluated whether any of the work provided by Exequity during 2022 raised any conflict of interest and determined that it did not.
|
Hilton
|
PROXY STATEMENT
|
27
|
Our
2022
NEOs
|
Christopher J. Nassetta
President & Chief Executive Officer
|
Kevin J. Jacobs
Chief Financial Officer & President, Global Development
|
Matthew W. Schuyler
EVP & Chief Brand Officer
|
Christopher W. Silcock
EVP & Chief Commercial Officer
|
Kristin A. Campbell
EVP, General Counsel
|
Pay Elements
|
Form
|
Performance Measures & Key Characteristics
|
|||||||||||||||||||||
Base Salary
(on page
29
)
|
Cash
|
•
Provide a competitive fixed level of pay
|
|||||||||||||||||||||
Annual Cash Incentives
Maximum Payout:
2x target
(on page
29
)
|
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: ESG and HCM objectives (including achieving specific DE&I targets, Team Member engagement and talent management efforts), as well as budget and cost management objectives
|
||||||||||||||||||||||
LTI
(on page
34
)
|
Equity
|
PSUs: 50%
Maximum Payout: 2x target
|
•
FCF per share, Adjusted EBITDA, NUG CAGR and RPI Growth
•
Vest at the end of a 3-year period
|
||||||||||||||||||||
Stock Options: 25%
|
•
Vest ratably over 3 years
|
||||||||||||||||||||||
RSUs: 25%
|
•
Vest ratably over 2 years
|
||||||||||||||||||||||
2022 CEO Target Compensation
|
2022 Other NEO Target Compensation (Average)
|
|||||||
![]() |
![]() |
Factors Considered in Developing Performance Goals | ||||||||
Business Environment
•
Competitive environment
•
Hospitality industry trends and outlook
•
Market growth
•
Global economic conditions
|
Additional External Factors
•
Analyst and stockholder expectations
•
Market outlook
•
Macroeconomic trends
|
Internal Factors
•
Historic and current performance
•
Corporate strategy and key strategic priorities
•
Annual and long-term operating plans
•
Capital expenditure opportunities and decisions
|
28
|
PROXY STATEMENT
|
Hilton
|
Name
|
2021 Base Salary
($)
|
2022 Base Salary
($)
|
2021 to 2022 Increase
(%)
|
||||||||||||||||||||
Christopher J. Nassetta | $1,300,000 | $1,300,000 | —% | ||||||||||||||||||||
Kevin J. Jacobs | $901,250 | $950,000 | 5.4% | ||||||||||||||||||||
Matthew W. Schuyler | $746,750 | $769,153 | 3.0% | ||||||||||||||||||||
Christopher W. Silcock
(1)
|
$596,201 | $614,087 | 3.0% | ||||||||||||||||||||
Kristin A. Campbell | $742,630 | $764,909 | 3.0% |
Name
|
Threshold
(1)
|
Target
(1)
|
Maximum
(1)
|
||||||||
Christopher J. Nassetta | 75% | 150% | 300% | ||||||||
Kevin J. Jacobs | 50% | 100% | 200% | ||||||||
Matthew W. Schuyler | 50% | 100% | 200% | ||||||||
Christopher W. Silcock | 50% | 100% | 200% | ||||||||
Kristin A. Campbell | 50% | 100% | 200% |
Hilton
|
PROXY STATEMENT
|
29
|
Weighting
(1)
|
Performance Objectives: Key Measures and Metrics
(1)
|
|||||||||||||||||||
![]() |
FINANCIAL PERFORMANCE | |||||||||||||||||||
Our Objectives are Aligned to our KSPs
: Maximize our Performance
|
||||||||||||||||||||
•
Annual Adjusted EBITDA
(2)
–
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
|
||||||||||||||||||||
![]() |
BUSINESS AREA PERFORMANCE | |||||||||||||||||||
Win with our Customers | Enhance our Network Effect | Maximize our Performance | ||||||||||||||||||
•
Customer Overall Experience (Service & Loyalty Tracking ("SALT") Scores)
•
Digital & Online Travel Agency Channel Mix Change
•
Hilton Honors Enrollments & Occupancy
•
U.S. Co-brand Acquisition & U.S. Co-brand Active Honors Members
•
Additional Qualitative Objectives
|
•
Progress on Approved Deals through Construction Starts
•
Net Unit Growth
•
New Franchise & Management Agreements
|
•
HSM Adjusted EBITDA
•
Real Estate Adjusted EBITDA
•
RPI Growth
|
||||||||||||||||||
ORGANIZATIONAL STRENGTH | ||||||||||||||||||||
Lead with our Culture | Maximize our Performance | |||||||||||||||||||
•
DE&I Commitment Progress
•
Global Employee Engagement Survey Results
•
Additional Qualitative Objectives
|
•
Budget & Cost Management
|
|||||||||||||||||||
30
|
PROXY STATEMENT
|
Hilton
|
Financial Performance Measure | |||||||||||||||||
Adjusted
EBITDA
(1)
|
![]() |
||||||||||||||||
![]() |
Actual Achievement |
Actual Achievement as a Percentage of Target Payout
: 200%
|
|||||||||||||||
![]() |
Prior Year Actual Achievement | ||||||||||||||||
Hilton
|
PROXY STATEMENT
|
31
|
CEO — BUSINESS AREA PERFORMANCE & ORGANIZATIONAL STRENGTH | |||||||||||
Key Achievements | |||||||||||
The CEO’s business area performance results represent achievements across the Company, including:
|
|||||||||||
![]() |
Oversaw successful post-pandemic business recovery as demonstrated by performance surpassing many of our 2019 pre-pandemic levels | ||||||||||
![]() |
Drove expansion of Hilton’s footprint to surpass 7,100 hotels, with 1.1M rooms across 123 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, made progress on our 2027 DE&I commitments and evolved our ESG 2030 Goals with more ambitious environmental targets and new social impact goals to support the viability of our business for the long-term
|
||||||||||
OTHER NEOs — BUSINESS AREA PERFORMANCE | |||||||||||
NEO | Key Achievements | ||||||||||
Kevin J. Jacobs |
![]() |
Focused on driving free cash flow and maintaining strong investor confidence, returning over $1.7 billion to stockholders
|
|||||||||
![]() |
Drove construction approvals, construction starts and NUG results, delivering key deals across our portfolio, with a focus on conversions and starts | ||||||||||
![]() |
Advanced global development strategy, with APAC franchising and developing our new Spark brand, and delivered results on our Real Estate Adjusted EBITDA that exceeded target | ||||||||||
Matthew W. Schuyler |
![]() |
Expanded Hilton’s national and global footprint – opened our 90th Tapestry, 50th Hilton Garden Inn in APAC, 600th Hilton, 2,800th Hampton and 11 new luxury properties | |||||||||
![]() |
Developed our new Spark brand, continued dual brand efforts, strengthened brand positioning through new prototype designs and led brand program innovation initiatives and partnerships | ||||||||||
![]() |
Delivered results on our Franchise Fees and HSM Adjusted EBITDA that exceeded target and also made progress on ESG goals via our global supply chain network | ||||||||||
Christopher W. Silcock |
![]() |
Consistently delivered market share gains measured by RPI Growth and launched our new marketing platform, "Hilton. For the Stay" | |||||||||
![]() |
Delivered results on co-brand acquisition and online travel agency channel mix goals that exceeded target | ||||||||||
![]() |
Achieved strong Hilton Honors performance, gaining 24 million new Hilton Honors members, bringing total membership to 152 million, a 19% YOY increase | ||||||||||
Kristin A. Campbell |
![]() |
Enhanced our ESG strategy, launching a new framework, and evolved and re-validated our 2030 Goals | |||||||||
![]() |
Successfully supported a strong culture and value for guests and owners (e.g., via initiatives to attract and retain talent, as well as compliance-related matters) | ||||||||||
![]() |
Advanced efforts to enhance customer experience and drive revenue (e.g., Hilton Garden Inn franchising model and our new Spark brand) |
OTHER NEOs — ORGANIZATIONAL STRENGTH | |||||||||||
ESG & HCM Achievements | Budget & Cost Management Achievements | ||||||||||
![]() |
DE&I Objectives: Evaluated based on progress towards 2027 global gender and U.S. ethnic representation commitments at corporate leadership levels in each NEO’s business area(s). In 2022, we continued to drive progress towards, resulting in 40% women (increasing 3% pts. vs. 2020) and 19% ethnic diversity (increasing 2% pts. vs. 2020)
|
![]() |
Evaluated the actual expense compared to budget for each NEO's business area(s), which was the primary driver for the rating assessment on this objective, and also considered the extent to which each NEO:
•
Drove cost discipline and management (e.g., travel and expense, vendor management)
•
Proactively handled evolving business needs throughout the year
•
Achieved enterprise-wide cost savings
|
||||||||
![]() |
Employee Engagement: Evaluated based on average scores and trends compared to the prior global survey of Team Members to continue building the best, most inclusive workplace culture
|
||||||||||
![]() |
Talent Management: Evaluated based on workforce planning objectives (e.g., succession planning, developing talent and managing underperforming talent), with a scorecard approach to rating progress on each component
|
32
|
PROXY STATEMENT
|
Hilton
|
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 | 150% | $1,950,000 | 200% | 150% | 175% | $3,412,500 | ||||||||||||||||
Kevin J. Jacobs | $950,000 | 100% | $950,000 | 200% | 138% | 163% | $1,543,750 | ||||||||||||||||
Matthew W. Schuyler | $769,153 | 100% | $769,153 | 180% | 142% | 157% | $1,207,263 | ||||||||||||||||
Christopher W. Silcock
(1)
|
$614,087 | 100% | $614,087 | 200% | 142% | 165% | $1,013,244 | ||||||||||||||||
Kristin A. Campbell | $764,909 | 100% | $764,909 | 200% | 133% | 160% | $1,223,854 |
Hilton
|
PROXY STATEMENT
|
33
|
Name |
2021 Target
Long-Term Incentive
(1)
($)
|
2022 Target
Long-Term Incentive
(1)
($)
|
||||||
Christopher J. Nassetta | $18,275,000 | $18,275,000 | ||||||
Kevin J. Jacobs | $4,697,500 | $5,600,000 | ||||||
Matthew W. Schuyler | $2,559,550 | $2,717,398 | ||||||
Christopher W. Silcock | $1,606,500 | $2,549,684 | ||||||
Kristin A. Campbell | $2,198,715 | $2,338,356 |
Pay Element
|
Form
|
Key Characteristics
|
|||||||||||||||||||||
LTI
|
Equity |
PSUs: 50%
(1)
Maximum Payout: 2x target
|
Vest at the end of a 3-year period
|
||||||||||||||||||||
Stock Options: 25%
|
Vest ratably over 3 years
|
||||||||||||||||||||||
RSUs: 25%
(1)
|
Vest ratably over 2 years
|
||||||||||||||||||||||
34
|
PROXY STATEMENT
|
Hilton
|
Weighting | Metric | Why We Selected These Metrics |
Performance Period
(1)
|
||||||||
25%
|
FCF
per share
(2)
|
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, 2024 - December 31, 2024)
|
||||||||
25%
|
Adjusted EBITDA
(3)
|
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, 2024 - December 31, 2024)
|
||||||||
25%
|
NUG
CAGR
(4)
|
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, 2022 - December 31, 2024)
|
||||||||
25%
|
RPI
Growth
(5)
|
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, 2024 - December 31, 2024)
|
Hilton
|
PROXY STATEMENT
|
35
|
Performance Metrics
(1)
|
|||||||||||||||||||||||||||||
FCF
per share
(2)
(25%)
|
![]() |
NUG CAGR (25%) |
![]() |
||||||||||||||||||||||||||
Adjusted
EBITDA (25%) |
![]() |
RPI Growth
(2)
(25%)
|
![]() |
||||||||||||||||||||||||||
![]() |
Actual Achievement | ||||||||||||||||||||||||||||
![]() |
Actual Achievement in Year Targets were Established | ||||||||||||||||||||||||||||
Total 2020 PSU Payout
: 174%
|
|||||||||||||||||||||||||||||
36
|
PROXY STATEMENT
|
Hilton
|
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)
•
“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”)
(2)
•
Retirement
–
Prorated portion will remain outstanding and eligible to vest at the end of the performance period based on actual performance
(1)(3)
•
Other reasons
–
Forfeited unvested
(4)
|
||||
Restricted Stock Units
|
•
Death or disability
–
Immediately vest
•
Change in control
–
Immediate vesting occurs only upon a double trigger
(2)
•
Retirement
–
Continue to vest according to the original vesting schedule
(3)
•
Other reasons
–
Forfeited unvested
(4)
|
||||
Stock Options
(5)
|
•
Death or disability
–
Immediately vest and become exercisable
•
Change in control
–
Immediate vesting occurs only upon a double trigger
(2)
•
Retirement
–
Continue to vest according to the original vesting schedule
(3)
•
Other reasons
–
Forfeited unvested
(4)
|
Hilton
|
PROXY STATEMENT
|
37
|
![]() |
Industries that attract and retain similar talent | ||||
![]() |
Global presence and brand recognition | ||||
![]() |
Comparable size based on annual revenue, system-wide revenue (approximately $49 billion
(1)
), market capitalization, Adjusted EBITDA and number of Team Members
|
![]() |
![]() |
![]() |
||||||||||||
Hospitality |
Travel
|
Global
Consumer Brands & Restaurants
|
||||||||||||
Hyatt Hotels Corporation
Marriott International, Inc.
Wyndham Hotels & Resorts, Inc.
|
Booking Holdings Inc.
Carnival Corporation
Expedia Group, Inc.
Las Vegas Sands Corporation
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.
|
||||||||||||
38
|
PROXY STATEMENT
|
Hilton
|
General Benefits
|
•
Health and Welfare Benefits
–
We offer our eligible Team Members, including NEOs, benefits including group health, dental and disability insurance and basic life insurance premiums. These benefits are intended to provide competitive and adequate protection in case of sickness, disability or death, and the NEOs participate in these plans on the same basis as all other Team Members.
|
||||
Retirement Savings Benefits
|
•
401(k) Plan
–
We also offer our eligible Team Members, including NEOs, a tax-qualified 401(k) plan that matches 100% of Team Member contributions up to 3% of eligible compensation and 50% of Team Member contributions on the next 2% of eligible compensation.
•
Executive Deferred Compensation Plan (“EDCP”) –
We previously offered the NEOs and other senior management the opportunity to supplement their retirement and other tax-deferred savings through Hilton’s EDCP. Those eligible to participate in the EDCP could elect to defer up to 80% of their annual salary and up to 100% of their bonus. As of December 31, 2018, the EDCP was frozen, meaning no new participants may enter the plan and no compensation that is earned after December 31, 2018 may be deferred. Additional information about the EDCP is reflected under “2022 Nonqualified Deferred Compensation.”
|
||||
Perquisites
|
•
Limited Program –
We provide limited perquisites to our NEOs when determined to be necessary and appropriate. The value of the NEOs’ perquisites and other personal benefits are reflected in the “All Other Compensation” column of the SCT and the accompanying footnote. The cost of these benefits has historically been a small percentage of the overall compensation package. We believe that these benefits and perquisites are competitive in our industry and consistent with our overall compensation philosophy.
•
All NEOs –
Through our travel perquisite program, we encourage our executive officers and non-employee directors to travel and experience our properties around the world. The travel perquisite program provides our executive officers and non-employee directors and their accompanying family members with Company-paid rooms, food and beverage and on-site services while on personal travel at Company-branded hotels. We believe that staying at our properties for non-business, leisure travel serves an important business purpose as it allows our executive officers and non-employee directors to gain a better understanding and appreciation of our operations, bring that understanding back to their roles and provide more meaningful feedback and input into their functions. Executive officers and non-employee directors are encouraged and expected to interact with property management and attend staff meetings during their stay and to provide feedback about their stay. From time to time, our executives and non-employee directors may also receive complimentary rooms at Company-branded hotels at the discretion of our individual hotel owners, as is customary in our industry. In addition, we provide our NEOs with the opportunity for an annual physical examination and identity theft protection coverage.
•
CEO –
In connection with the termination of Mr. Nassetta’s employment agreement prior to our initial public offering in 2013, we agreed that he would continue to be entitled to the same perquisites he was entitled to under the employment agreement, in accordance with any applicable Company policies in effect from time to time, but on terms no less favorable than the terms set forth in the employment agreement. Accordingly, we provide Mr. Nassetta with a life insurance benefit for his family, Mr. Nassetta and his family are authorized to use Company aircraft for personal and business travel and to stay at any Company-branded hotels free of charge. It is the Company’s preference that Mr. Nassetta use Company aircraft for travel due to security reasons and the global nature of our business. This method of travel enables Mr. Nassetta to efficiently respond to business priorities and to use travel time in a productive manner for the Company.
|
Hilton
|
PROXY STATEMENT
|
39
|
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 has discretion to recover incentive compensation paid or awarded based on financial results impacted by fraud or misconduct.
|
||||
![]() |
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.
|
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.
|
Role
|
Salary Multiple
|
||||
CEO
|
8 times base salary
|
||||
Other Executive Officers
|
3 times base salary
|
40
|
PROXY STATEMENT
|
Hilton
|
Hilton
|
PROXY STATEMENT
|
41
|
Name
|
Year |
Salary
(1)
($)
|
Bonus
(2)
($)
|
Stock
Awards
(3)(4)
($)
|
Option
Awards
(3)
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Change in
Pension Value
& Nonqualified
Deferred
Compensation
Earnings
(5)
($)
|
All Other
Compensation
(4)(6)
($)
|
Total
($)
|
||||||||||||||||||||
Christopher J. Nassetta
President & Chief Executive Officer
|
2022 | $1,300,000 | — | $13,705,998 | $4,568,718 | $3,412,500 | — | $545,722 |
$
|
||||||||||||||||||||
2021 | $1,255,000 | — | $13,706,216 | $4,568,720 | $3,351,563 | — | $403,749 |
$
|
|||||||||||||||||||||
2020
(7)
|
$350,000 | — | $49,518,248 | $4,568,730 | $1,072,500 | — | $361,161 |
$
|
|||||||||||||||||||||
Kevin J. Jacobs
Chief Financial Officer & President, Global Development
|
2022 | $940,625 | — | $4,199,776 | $1,399,976 | $1,543,750 | — | $12,200 | $8,096,327 | ||||||||||||||||||||
2021 | $896,202 | — | $3,522,996 | $1,174,339 | $1,442,000 | — | $40,547 | $7,076,084 | |||||||||||||||||||||
2020
(7)
|
$718,750 | — | $9,615,437 | $937,488 | $577,500 | — | $11,400 | $11,860,575 | |||||||||||||||||||||
Matthew W. Schuyler
EVP & Chief Brand Officer
|
2022 | $764,845 | — | $2,037,811 | $679,323 | $1,207,263 | — | $27,923 | $4,717,165 | ||||||||||||||||||||
2021 | $742,567 | — | $1,919,473 | $639,883 | $1,157,463 | — | $40,833 | $4,500,219 | |||||||||||||||||||||
2020
(7)
|
$594,712 | — | $6,536,102 | $621,234 | $478,500 | — | — | $8,230,548 | |||||||||||||||||||||
Christopher W. Silcock
(8)
EVP & Chief Commercial Officer
|
2022 | $611,106 | — | $1,912,153 | $637,380 | $1,013,244 | — | $202,390 | $4,376,273 | ||||||||||||||||||||
2021 | $662,921 | — | $1,204,704 | $401,624 | $1,065,848 | $67,221 | $219,075 | $3,621,393 | |||||||||||||||||||||
2020
(7)
|
$500,417 | $184,519 | $3,457,879 | $339,999 | $396,322 | $80,223 | $168,723 | $5,128,082 | |||||||||||||||||||||
Kristin A. Campbell
EVP, General Counsel
|
2022 | $760,625 | — | $1,753,498 | $584,542 | $1,223,854 | — | $48,911 | $4,371,430 | ||||||||||||||||||||
2021 | $738,470 | — | $1,648,957 | $549,641 | $1,151,077 | — | $11,600 | $4,099,745 | |||||||||||||||||||||
2020
(7)
|
$592,173 | — | $5,851,686 | $533,658 | $475,860 | — | $11,400 | $7,464,777 |
42
|
PROXY STATEMENT
|
Hilton
|
Name
|
Company 401(k)
Match
(a)
($)
|
Insurance
Premiums
(b)
($)
|
Personal Use of
Company Aircraft
(c)
($)
|
Executive
Physical
($)
|
Other
(d)
($)
|
Total
($)
|
||||||||||||||
Christopher J. Nassetta | $12,200 | $7,525 | $498,865 | $3,750 | $23,382 | $545,722 | ||||||||||||||
Kevin J. Jacobs | $12,200 | — | — | — | — | $12,200 | ||||||||||||||
Matthew W. Schuyler | — | — | — | — | $27,923 | $27,923 | ||||||||||||||
Christopher W. Silcock
(8)
|
— | — | — | $493 | $201,897 | $202,390 | ||||||||||||||
Kristin A. Campbell
|
$12,200 | — | — | $3,750 | $32,961 | $48,911 |
Hilton
|
PROXY STATEMENT
|
43
|
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
(1)
|
Estimated Future Payouts
Under Equity Incentive
Plan Awards
(2)
|
All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(2)
(#)
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
|
Exercise
or Base
Price of
Option
Awards
($/sh)
|
Grant
Date Fair
Value of
Stock and
Option
Awards
(3)
($)
|
||||||||||||||||||||||||||||||||||||
Name
|
Award Type | Grant Date |
Threshold
($) |
Target
($) |
Maximum
($) |
Threshold
(#) |
Target
(#) |
Maximum
(#) |
|||||||||||||||||||||||||||||||||
Christopher J. Nassetta | Annual Cash Incentive | — | $60,938 | $1,950,000 | $3,900,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||
RSUs | 2/25/22 | — | — | — | — | — | — | 30,322 | — | — | $4,568,616 | ||||||||||||||||||||||||||||||
Stock Options | 2/25/22 | — | — | — | — | — | — | — | 89,320 | $150.67 | $4,568,718 | ||||||||||||||||||||||||||||||
PSUs | 2/25/22 | — | — | — | 30,322 | 60,645 | 121,290 | — | — | — | $9,137,382 | ||||||||||||||||||||||||||||||
Kevin J. Jacobs | Annual Cash Incentive | — | $23,750 | $950,000 | $1,900,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||
RSUs | 2/25/22 | — | — | — | — | — | — | 9,291 | — | — | $1,399,875 | ||||||||||||||||||||||||||||||
Stock Options | 2/25/22 | — | — | — | — | — | — | — | 27,370 | $150.67 | $1,399,976 | ||||||||||||||||||||||||||||||
PSUs | 2/25/22 | — | — | — | 9,291 | 18,583 | 37,166 | — | — | — | $2,799,901 | ||||||||||||||||||||||||||||||
Matthew W. Schuyler | Annual Cash Incentive | — | $38,458 | $769,153 | $1,538,306 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||
RSUs | 2/25/22 | — | — | — | — | — | — | 4,508 | — | — | $679,220 | ||||||||||||||||||||||||||||||
Stock Options | 2/25/22 | — | — | — | — | — | — | — | 13,281 | $150.67 | $679,323 | ||||||||||||||||||||||||||||||
PSUs | 2/25/22 | — | — | — | 4,508 | 9,017 | 18,034 | — | — | — | $1,358,591 | ||||||||||||||||||||||||||||||
Christopher W. Silcock |
Annual Cash Incentive
(4)
|
— | $30,704 | $614,087 | $1,228,174 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||
RSUs | 2/25/22 | — | — | — | — | — | — | 4,230 | — | — | $637,334 | ||||||||||||||||||||||||||||||
Stock Options | 2/25/22 | — | — | — | — | — | — | — | 12,461 | $150.67 | $637,380 | ||||||||||||||||||||||||||||||
PSUs | 2/25/22 | — | — | — | 4,230 | 8,461 | 16,922 | — | — | — | $1,274,819 | ||||||||||||||||||||||||||||||
Kristin A. Campbell | Annual Cash Incentive | — | $38,245 | $764,909 | $1,529,818 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||
RSUs | 2/25/22 | — | — | — | — | — | — | 3,879 | — | — | $584,449 | ||||||||||||||||||||||||||||||
Stock Options | 2/25/22 | — | — | — | — | — | — | — | 11,428 | $150.67 | $584,542 | ||||||||||||||||||||||||||||||
PSUs | 2/25/22 | — | — | — | 3,879 | 7,759 | 15,518 | — | — | — | $1,169,049 |
44
|
PROXY STATEMENT
|
Hilton
|
Name |
Grant
Date
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(1)(2)
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number of
Shares or
Units of Stock
That Have
Not Vested
(2)
(#)
|
Market
Value of
Shares or
Units of Stock
That Have
Not Vested
(3)
($)
|
Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights That
Have Not
Vested
(2)(4)
(#)
|
Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not
Vested
(3)(4)
($)
|
|||||||||||||||||||||||
Christopher J. Nassetta | 2/19/14 | 74,977 | — | $45.46 | 2/19/24 | — | — | — | — | |||||||||||||||||||||||
2/10/15 | 71,125 | — | $57.99 | 2/10/25 | — | — | — | — | ||||||||||||||||||||||||
2/18/16 | 114,289 | — | $41.41 | 2/18/26 | — | — | — | — | ||||||||||||||||||||||||
2/27/17 | 124,007 | — | $58.02 | 2/27/27 | — | — | — | — | ||||||||||||||||||||||||
3/1/18 | 166,452 | — | $79.35 | 3/1/28 | — | — | — | — | ||||||||||||||||||||||||
2/28/19 | 204,577 | — | $83.10 | 2/28/29 | — | — | — | — | ||||||||||||||||||||||||
3/3/20 | 141,864 | 70,932 | $93.33 | 3/3/30 | — | — | — | — | ||||||||||||||||||||||||
3/3/21 | 37,008 | 74,018 | $123.13 | 3/3/31 | 18,553 |
(5)
|
$2,344,357 | 129,868 | $16,410,120 | |||||||||||||||||||||||
2/25/22 | — | 89,320 | $150.67 | 2/25/32 | 30,322 |
(5)
|
$3,831,488 | 90,968 | $11,494,716 | |||||||||||||||||||||||
Kevin J. Jacobs | 2/28/19 | 12,848 | — | $83.10 | 2/28/29 | — | — | — | — | |||||||||||||||||||||||
3/3/20 | 14,555 | 14,555 | $93.33 | 3/3/30 | — | — | — | — | ||||||||||||||||||||||||
3/3/21 | 9,512 | 19,026 | $123.13 | 3/3/31 | 4,769 |
(5)
|
$602,611 | 33,382 | $4,218,150 | |||||||||||||||||||||||
2/25/22 | — | 27,370 | $150.67 | 2/25/32 | 9,291 |
(5)
|
$1,174,011 | 27,876 | $3,522,411 | |||||||||||||||||||||||
Matthew W. Schuyler | 2/19/14 | 18,744 | — | $45.46 | 2/19/24 | — | — | — | — | |||||||||||||||||||||||
2/10/15 | 17,442 | — | $57.99 | 2/10/25 | — | — | — | — | ||||||||||||||||||||||||
2/18/16 | 27,556 | — | $41.41 | 2/18/26 | — | — | — | — | ||||||||||||||||||||||||
2/27/17 | 29,565 | — | $58.02 | 2/27/27 | — | — | — | — | ||||||||||||||||||||||||
3/1/18 | 19,782 | — | $79.35 | 3/1/28 | — | — | — | — | ||||||||||||||||||||||||
2/28/19 | 28,462 | — | $83.10 | 2/28/29 | — | — | — | — | ||||||||||||||||||||||||
3/3/20 | 19,290 | 9,645 | $93.33 | 3/3/30 | — | — | — | — | ||||||||||||||||||||||||
3/3/21 | 5,183 | 10,367 | $123.13 | 3/3/31 | 2,598 |
(5)
|
$328,283 | 18,188 | $2,298,236 | |||||||||||||||||||||||
2/25/22 | — | 13,281 | $150.67 | 2/25/32 | 4,508 |
(5)
|
$569,631 | 13,526 | $1,709,145 | |||||||||||||||||||||||
Christopher W. Silcock | 2/19/14 | 4,685 | — | $45.46 | 2/19/24 | — | — | — | — | |||||||||||||||||||||||
2/10/15 | 4,986 | — | $57.99 | 2/10/25 | — | — | — | — | ||||||||||||||||||||||||
2/18/16 | 11,905 | — | $41.41 | 2/18/26 | — | — | — | — | ||||||||||||||||||||||||
2/27/17 | 15,638 | — | $58.02 | 2/27/27 | — | — | — | — | ||||||||||||||||||||||||
3/1/18 | 10,513 | — | $79.35 | 3/1/28 | — | — | — | — | ||||||||||||||||||||||||
2/28/19 | 13,994 | — | $83.10 | 2/28/29 | — | — | — | — | ||||||||||||||||||||||||
3/3/20 | 10,557 | 5,279 | $93.33 | 3/3/30 | — | — | — | — | ||||||||||||||||||||||||
3/3/21 | 3,253 | 6,507 | $123.13 | 3/3/31 | 1,631 |
(5)
|
$206,093 | 11,416 | $1,442,526 | |||||||||||||||||||||||
2/25/22 | — | 12,461 | $150.67 | 2/25/32 | 4,230 |
(5)
|
$534,503 | 12,692 | $1,603,761 | |||||||||||||||||||||||
Kristin A. Campbell | 2/28/19 | 24,578 | — | $83.10 | 2/28/29 | — | — | — | — | |||||||||||||||||||||||
3/3/20 | 8,285 | 8,286 | $93.33 | 3/3/30 | — | — | — | — | ||||||||||||||||||||||||
3/3/21 | 4,452 | 8,905 | $123.13 | 3/3/31 | 2,232 |
(5)
|
$282,036 | 15,624 | $1,974,249 | |||||||||||||||||||||||
2/25/22 | — | 11,428 | $150.67 | 2/25/32 | 3,879 |
(5)
|
$490,150 | 11,640 | $1,470,830 |
Hilton
|
PROXY STATEMENT
|
45
|
Option Awards
|
Stock Awards
|
||||||||||||||||
Name
|
Number of Shares
Acquired on
Exercise
(#)
|
Value Realized
on Exercise
($)
|
Number of Shares
Acquired on
Vesting
(1)
(#)
|
Value Realized
on Vesting
(2)
($)
|
|||||||||||||
Christopher J. Nassetta | — | — | 213,382 | $27,636,338 | |||||||||||||
Kevin J. Jacobs | — | — | 44,747 | $5,807,460 | |||||||||||||
Matthew W. Schuyler | — | — | 29,087 | $3,768,175 | |||||||||||||
Christopher W. Silcock | — | — | 23,441 | $3,066,852 | |||||||||||||
Kristin A. Campbell | — | — | 24,989 | $3,237,284 |
Name
|
Plan Name |
Number of Years
Credited Service
(#)
|
Present Value
of Accumulated
Benefit
(1)
($)
|
Payments During
Last Fiscal Year
($)
|
||||||||||
Christopher J. Nassetta | — | — | — | |||||||||||
Kevin J. Jacobs | — | — | — | |||||||||||
Matthew W. Schuyler | — | — | — | |||||||||||
Christopher W. Silcock |
U.K. Pension Plan
(2)
|
5 | $292,000 | — | ||||||||||
Kristin A. Campbell | — | — | — |
46
|
PROXY STATEMENT
|
Hilton
|
Name
|
Executive
Contributions in
Last FY
($)
|
Registrant
Contributions in
Last FY
($)
|
Aggregate
Earnings
in Last FY
(1)
($)
|
Aggregate
Withdrawals/
Distributions
($)
|
Aggregate
Balance
at Last FYE
(2)
($)
|
||||||||||||
Christopher J. Nassetta | — | — | ($38,135) | — | $228,323 | ||||||||||||
Kevin J. Jacobs | — | — | — | — | — | ||||||||||||
Matthew W. Schuyler | — | — | — | — | — | ||||||||||||
Christopher W. Silcock | — | — | — | — | — | ||||||||||||
Kristin A. Campbell | — | — | — | — | — |
Hilton
|
PROXY STATEMENT
|
47
|
Name
|
Qualifying Termination
(1)
($)
|
Qualifying Termination
Within 12 Months
Following CIC
($)
|
Death or Disability
(2)
($)
|
||||||||
Christopher J. Nassetta | |||||||||||
Cash Severance
(1)
|
$9,717,500 | $9,717,500 | $1,950,000 | ||||||||
Equity Awards
(3)
|
— | $35,743,038 | $17,563,625 | ||||||||
Continuation of Benefits
(4)
|
$37,567 | $37,567 | — | ||||||||
Outplacement Services
(5)
|
$17,000 | $17,000 | — | ||||||||
Other Benefit
(6)
|
$150,000 | $150,000 | $150,000 | ||||||||
Total Value of Benefits
|
$9,922,067 | $45,665,105 | $19,663,625 | ||||||||
Kevin J. Jacobs | |||||||||||
Cash Severance
(1)
|
$3,800,000 | $3,800,000 | $950,000 | ||||||||
Equity Awards
(3)
|
— | $9,777,508 | $4,708,421 | ||||||||
Continuation of Benefits
(4)
|
$23,096 | $23,096 | — | ||||||||
Outplacement Services
(5)
|
$17,000 | $17,000 | — | ||||||||
Other Benefit
(6)
|
$109,615 | $109,615 | $109,615 | ||||||||
Total Value of Benefits
|
$3,949,711 | $13,727,219 | $5,768,036 | ||||||||
Matthew W. Schuyler | |||||||||||
Cash Severance
(1)
|
$3,076,610 | $3,076,610 | $769,153 | ||||||||
Equity Awards
(3)
|
— | $5,120,594 | $2,505,276 | ||||||||
Continuation of Benefits
(4)
|
$26,915 | $26,915 | — | ||||||||
Outplacement Services
(5)
|
$17,000 | $17,000 | — | ||||||||
Other Benefit
(6)
|
$79,874 | $79,874 | $79,874 | ||||||||
Total Value of Benefits
|
$3,200,399 | $8,320,993 | $3,354,303 | ||||||||
Christopher W. Silcock
(7)
|
|||||||||||
Cash Severance
(1)
|
$2,456,348 | $2,456,348 | $614,087 | ||||||||
Equity Awards
(3)
|
— | $3,853,936 | $1,841,854 | ||||||||
Continuation of Benefits
(4)
|
$5,264 | $5,264 | — | ||||||||
Outplacement Services
(5)
|
$17,000 | $17,000 | — | ||||||||
Other Benefit
(6)
|
$7,086 | $7,086 | $7,086 | ||||||||
Total Value of Benefits
|
$2,485,698 | $6,339,634 | $2,463,027 | ||||||||
Kristin A. Campbell
|
|||||||||||
Cash Severance
(1)
|
$3,059,636 | $3,059,636 | $764,909 | ||||||||
Equity Awards
(3)
|
— | $4,401,961 | $2,153,539 | ||||||||
Continuation of Benefits
(4)
|
$19,749 | $19,749 | — | ||||||||
Outplacement Services
(5)
|
$17,000 | $17,000 | — | ||||||||
Other Benefit
(6)
|
$79,433 | $79,433 | $79,433 | ||||||||
Total Value of Benefits
|
$3,175,818 | $7,577,779 | $2,997,881 |
48
|
PROXY STATEMENT
|
Hilton
|
Hilton
|
PROXY STATEMENT
|
49
|
50
|
PROXY STATEMENT
|
Hilton
|
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)
|
||||||||||||||||||
2022 |
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
||||||||||||||||||
2021 |
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
||||||||||||||||||
2020 |
$
|
$
|
$
|
$
|
$
|
$
|
($
|
$
|
CEO | Average Non-CEO NEOs | ||||||||||||||||||||||
2022 | 2021 | 2020 | 2022 | 2021 | 2020 | ||||||||||||||||||
SCT Total
|
$
|
$
|
$
|
$
|
$
|
$
|
|||||||||||||||||
Less: Grant Date Fair Value of Equity Awards in SCT
|
($
|
($
|
($
|
($
|
($
|
($
|
|||||||||||||||||
Less: Change in Pension Value in SCT |
|
|
|
|
($
|
($
|
|||||||||||||||||
Add: Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in Covered Year
(a)(b)
|
$
|
$
|
$
|
$
|
$
|
$
|
|||||||||||||||||
Add: Change in Fair Value of Equity Awards Vested in Covered Year as of Vesting Date (Granted in Prior Fiscal Years)
(a)(b)
|
($
|
$
|
$
|
($
|
$
|
$
|
|||||||||||||||||
Add: Change in Fair Value of Outstanding and Unvested Equity Awards as of Year End (Granted in Prior Fiscal Years)
(a)(b)
|
($
|
$
|
$
|
($
|
$
|
$
|
|||||||||||||||||
Less: Prior Year Fair Value of Equity Awards that Failed to Meet Vesting Conditions During Covered Year
(c)
|
|
|
($
|
|
|
($
|
|||||||||||||||||
Compensation Actually Paid
|
$
|
$
|
$
|
$
|
$
|
$
|
2022 | 2021 | 2020 | 2019 | |||||||||||
Valuation Date Stock Price | $126.36 - $142.01 | $123.13 - $155.99 | $93.33 - $113.23 | $110.91 | ||||||||||
Expected Volatility | 33.64% - 35.83% | 33.48% - 35.34% | 21.97% - 35.62% | 23.03% - 24.05% | ||||||||||
Dividend Yield | 0.41% - 0.46% | 0.00% | 0.00% - 0.55% | 0.60% | ||||||||||
Risk-Free Rate | 1.69% - 4.04% | 0.40% - 1.28% | 0.23% - 1.39% | 1.63% - 1.69% | ||||||||||
Expected Term (in Years) | 3.5 - 5.2 | 3.5 - 5.2 | 3.5 - 5.2 | 3.6 - 5.2 | ||||||||||
Fair Value Per Stock Option | $36.79 - $68.92 | $50.33 - $82.28 | $25.57 - $56.39 | $39.09 - $54.70 |
Hilton
|
PROXY STATEMENT
|
51
|
|
||
|
||
|
||
|
||
|
52
|
PROXY STATEMENT
|
Hilton
|
Hilton
|
PROXY STATEMENT
|
53
|
Name
|
Amount and Nature
of Beneficial Ownership
|
Percentage of Common
Stock Outstanding
|
||||||
Principal Stockholders
|
||||||||
The Vanguard Group
(1)
|
25,803,474 | 9.7 | ||||||
BlackRock, Inc.
(2)
|
19,828,945 | 7.5 | ||||||
Directors and Named Executive Officers
|
||||||||
Christopher J. Nassetta
(3)(4)
|
4,357,852 | 1.6 | ||||||
Jonathan D. Gray
(5)(6)
|
736,601 | * | ||||||
Charlene T. Begley
(6)
|
11,134 | * | ||||||
Chris Carr
(6)
|
4,446 | * | ||||||
Melanie L. Healey
(6)
|
10,371 | * | ||||||
Raymond E. Mabus, Jr.
(6)
|
10,868 | * | ||||||
Judith A. McHale
(6)
|
18,815 | * | ||||||
Elizabeth A. Smith
(6)
|
18,815 | * | ||||||
Douglas M. Steenland
(6)
|
24,115 | * | ||||||
Kristin A. Campbell
(4)
|
249,156 | * | ||||||
Kevin J. Jacobs
(4)(7)
|
341,563 | * | ||||||
Matthew W. Schuyler
(4)
|
447,418 | * | ||||||
Christopher W. Silcock
(4)
|
144,763 | * | ||||||
Directors and Executive Officers as a group (14 persons)
(8)
|
6,430,806 | 2.4 |
54
|
PROXY STATEMENT
|
Hilton
|
Hilton
|
PROXY STATEMENT
|
55
|
Vote Required |
Voting Options
(1)
|
Broker
Discretionary
Voting Allowed
|
Impact of
Abstain Vote
(2)
|
|||||||||||
Proposal 1:
Election of the director nominees listed in this proxy statement
|
Majority of votes cast:
Votes “FOR” must exceed votes “AGAINST"
(3)
|
“FOR”
“AGAINST” “ABSTAIN” |
No
(4)
|
None | ||||||||||
Proposal 2:
Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2023
|
Majority of votes cast:
Votes “FOR” must exceed votes “AGAINST” |
“FOR”
“AGAINST” “ABSTAIN” |
Yes
(5)
|
None | ||||||||||
Proposal 3:
Non-binding vote to approve executive compensation
|
Majority of votes cast:
Votes “FOR” must exceed votes “AGAINST” |
“FOR”
“AGAINST” “ABSTAIN” |
No
(4)
|
None |
56
|
PROXY STATEMENT
|
Hilton
|
Hilton
|
PROXY STATEMENT
|
57
|
58
|
PROXY STATEMENT
|
Hilton
|
Hilton
|
PROXY STATEMENT
|
59
|
60
|
PROXY STATEMENT
|
Hilton
|
Hilton
|
PROXY STATEMENT
|
A-1
|
Year Ended
December 31, 2022
|
|||||
(unaudited, in millions)
|
|||||
Net income
|
$1,257 | ||||
Interest expense
|
415 | ||||
Income tax expense
|
477 | ||||
Depreciation and amortization expenses
|
162 | ||||
EBITDA
|
2,311 | ||||
Gain on foreign currency transactions
|
(5) | ||||
FF&E replacement reserves
|
54 | ||||
Share-based compensation expense
|
162 | ||||
Amortization of contract acquisition costs
|
38 | ||||
Net other expenses from managed and franchised properties
|
39 | ||||
Other adjustment items
(1)
|
— | ||||
Adjusted EBITDA
|
$2,599 |
Year Ended
December 31, 2022
|
|||||
(unaudited, in millions)
|
|||||
Total revenues, as reported | $8,773 | ||||
Add: amortization of contract acquisition costs | 38 | ||||
Less: other revenues from managed and franchised properties | (5,037) | ||||
Total revenues, as adjusted | $3,774 | ||||
Net income | $1,257 | ||||
Net income margin | 14.3 | % | |||
Adjusted EBITDA | $2,599 | ||||
Adjusted EBITDA margin | 68.9 | % |
A-2
|
PROXY STATEMENT
|
Hilton
|
Year Ended
December 31, 2022
|
|||||
(unaudited and in millions,
except per share data)
|
|||||
Net income attributable to Hilton stockholders, as reported | $1,255 | ||||
Diluted EPS
(1)
, as reported
|
$4.53 | ||||
Special items: | |||||
Net other expenses from managed and franchised properties | $39 | ||||
Purchase accounting amortization
(2)
|
45 | ||||
FF&E replacement reserves | 54 | ||||
Other adjustments
(3)
|
(4) | ||||
Total special items before taxes | 134 | ||||
Income tax expense on special items | (32) | ||||
Total special items after taxes | $102 | ||||
Net income, adjusted for special items | $1,357 | ||||
Diluted EPS
(1)
, adjusted for special items
|
$4.89 |
Hilton
|
PROXY STATEMENT
|
A-3
|
HILTON WORLDWIDE HOLDINGS INC.
7930 JONES BRANCH DRIVE
SUITE 1100
MCLEAN, VA 22102
|
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|
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VOTE BY PHONE – 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until
11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.
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VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
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HILTON WORLDWIDE HOLDINGS INC. | ||||||||||||||||||||||||||||||||||||||
The Board of Directors recommends you vote FOR the election of the following nine director nominees: | ||||||||||||||||||||||||||||||||||||||
1. Election of Directors
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For | Against | Abstain | |||||||||||||||||||||||||||||||||||
Nominees:
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The Board of Directors recommends you vote FOR proposals 2 and 3.
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1a. Christopher J. Nassetta
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☐ | ☐ | ☐ | For | Against | Abstain | ||||||||||||||||||||||||||||||||
1b. Jonathan D. Gray
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☐ | ☐ | ☐ |
2. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023.
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☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||
1c. Charlene T. Begley
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☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||||||
1d. Chris Carr | ☐ | ☐ | ☐ |
3. Approval, in a non-binding advisory vote, of the compensation paid to the named executive officers.
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1e. Melanie L. Healey
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☐ | ☐ | ☐ | ☐ | ☐ | ☐ | ||||||||||||||||||||||||||||||||
1f. Raymond E. Mabus, Jr.
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☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||||||
1g. Judith A. McHale
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☐ | ☐ | ☐ |
NOTE:
To consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.
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1h. Elizabeth A. Smith
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☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||||||
1i. Douglas M. Steenland
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☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||||||
Please indicate if you plan to attend this meeting.
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Yes | No | |||||||||||||||||||||||||||||||||||||
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
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Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
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DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
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No information found
No Customers Found
Suppliers
Supplier name | Ticker |
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The Kraft Heinz Company | KHC |
Expedia Group, Inc. | EXPE |
DuPont de Nemours, Inc. | DD |
Brunswick Corporation | BC |
National Beverage Corp. | FIZZ |
EMCOR Group, Inc. | EME |
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
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