MARRIOTT INTERNATIONAL INC /MD/MAR

MARRIOTT INTERNATIONAL INC /MD/ Stock Compensation Disclosure

10-KFiled Feb 10, 20262 min read
STOCK-BASED COMPENSATION
RSUs and PSUs
We granted RSUs in 2025 to certain officers and employees, and those units vest generally over four years in equal annual installments commencing one year after the grant date. We also granted performance-based RSUs (“PSUs”) in 2025 to certain executives, which are earned subject to continued employment and the satisfaction of certain performance and market conditions based on the degree of achievement of pre-established targets for 2027 adjusted EBITDA performance and relative total stockholder return over the 2025 to 2027 performance period.
We had deferred compensation costs for unvested awards for RSUs, including PSUs, of approximately $173 million at year-end 2025. The weighted average remaining term for RSUs outstanding at year-end 2025 was 2.2 years.
The following table provides additional information on RSUs, including PSUs, for the last three fiscal years:
202520242023
Stock-based compensation expense (in millions)$196 $203 $179 
Weighted average grant-date fair value (per unit)$267 $222 $167 
Aggregate intrinsic value of distributed RSUs (in millions)$331 $340 $297 
The following table presents the changes in our outstanding RSUs, including PSUs, during 2025 and the associated weighted average grant-date fair values:
Number of RSUs (in millions)Weighted Average Grant-Date Fair Value (per unit)
Outstanding at year-end 20242.6 $178 
Granted0.8 267 
Distributed(1.2)157 
Forfeited(0.1)218 
Outstanding at year-end 20252.1 $222 
Other Information
At year-end 2025, we had approximately 10 million remaining shares authorized for grant under the 2023 Marriott International, Inc. Stock and Cash Incentive Plan.
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Historical Timeline

Fiscal YearFiled
2025Feb 10, 2026Showing above
2017Feb 15, 2018

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.

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