Marriott 2024: Pay Gap Disclosure

Marriott 2024: Pay Gap Disclosure

Marriott 2024. Myra K. Young and  James McRitchie’s proposal for a Paygap report is one of several items to be voted on before or during the Marriott International (MAR) annual meeting on May 10, 2024, at 5:30 a.m. Pacific time. Attend the annual meeting online. I suggest you vote in advance. However, you can also vote during the meeting with your control number IF voting isn’t cut off right after all proposals have been presented.

Vote AGAINST Henderson, Hobart, Lee, Marriott, McCarthy, Rozanski, Schwab, Auditor, Pay. FOR both shareholder proposals, especially our Pay Gap Report. Note: If you vote online and leave blanks, those blanks will be filled in, not as abstentions, but as if you had voted as the Board recommends. That’s not exactly democratic corporate governance.

Marriott International, Inc. operates, franchises, and licenses hotel, residential, timeshare, and other lodging properties worldwide. I voted with 31% of the Board’s recommendations. You can view the Proxy Statement via the SEC’s EDGAR system (look for DEF 14A) or on LEXexamples or CapEdge, which offer many free tools.

The Shareholder CommonsRead Warnings. Good corporate governance generally results in better profits and a better society. However, I don’t prioritize profits over our natural environment and human needs, especially when companies externalize costs. (see The Shareholder Commons) I take a systems approach.

Marriott 2024 ISS Rating

Marriott International, Inc.’s ISS Governance QualityScore as of May 1, 2024, is 7. The pillar scores are Audit: 5; Board: 4; Shareholder Rights: 9; Compensation: 5. Corporate governance scores courtesy of Institutional Shareholder Services (ISS). Scores indicate decile rank relative to index or region. A decile score of 1 indicates lower governance risk, while a 10 indicates higher governance risk.

Marriott 2024: How We Voted

ItemEgan-Jones RecommendationManagement Recommendation
1A-1L – Election of DirectorsFOR, EXCEPTION
1D. Frederick A. Henderson
AGAINST: Henderson, Hobart, Lee, Marriott, McCarthy, Rozanski, Schwab
2 – Ratification of the Appointment of Independent AuditorsAGAINSTAGAINST
3 – Advisory Vote to Approve Executive CompensationFORAGAINST
4 – Shareholder Resolution Requesting that the Company Commission a Third-Party Civil Rights AuditAGAINSTFOR
5 – Shareholder Resolution Requesting the Company Annually Prepare a Racial and Gender Pay Gap ReportFORFOR

Marriott 2024: Considerations and Recommendations

I was helped with my voting advice from Egan-Jones and my proxy voting policy through iconikapp. Some funds announced their votes in advance.  Norges voted for and against shareholder proposals the same way I did.

Egan-Jones

Free Proxy Advisor From As You Sow & IconikappYou can automate all your proxies to be voted according to human values by signing up for the iconik/AYS app. In about two minutes, you’ll vote all your proxies according to values that balance environment, social, governance, and profitability. More information is available at Free Proxy Advisor From As You Sow & Iconikapp. I have a more customized version, so your results with the iconikapp.com may differ. Iconikapp

Marriott 2024: Directors

I voted Against compensation committee directors because the CEO’s total pay is $22.7M, 477 to 1 times the median employee pay. We generally vote against pay and Committee when it is over 200 times the median. I voted against Henderson because I don’t think directors who have served over ten years should still be considered independent. We voted against Lee and McCarthy for serving on too many boards; Marriott because it is a conflict of interest if the CEO is also the Board Chair.

Marriott 2024: Items #2-3

As stated above, vote AGAINST pay. The CEO’s total pay is high, $22.7M, 477 to 1 times the median employee pay.

Vote AGAINST the Auditor. Even with auditor rotation within the contracted firm, I agree with Egan-Jones that, over time, many are essentially captured. They are troubled when a company contracts with the same firm for over seven years. Marriot’s auditor has been Ernst & Young LLP for 21 years. That’s too long for me.

Marriott 2024: Item #4 Shareholder Proposal: Civil Rights Audit

This proposal is from Trillium. I generally support their proposals and proposals aimed at reducing discrimination. Vote FOR.

Marriott 2024: Item #5 Shareholder Proposal: Requesting Racial and Gender Pay Gap Disclosures

This Proposal seeks transparent disclosure of racial & gender pay gaps. Research demonstrates that for the US as a whole:

  • White women won’t reach pay equity until 2059.
  • Black women will take until 2133, and
  • Latina women 2206 – nearly two centuries from now.

In brief, there are two generally accepted types of pay gap disclosure.  Both are needed because they measure different things. Marriott reports statistically adjusted gaps but ignores unadjusted medium pay gaps, which address the structural bias marginalized groups such as women and marginalized groups face regarding job opportunities and pay. Unadjusted median pay gaps measure, quite literally, how Marriott assigns value to employees through the roles they inhabit and the pay they receive.

Why is this information important? First, companies with fair pay and equal opportunity gain two competitive advantages: They attract and retain top talent. Fairness and equity are crucial to attracting and retaining key talent. 83% of younger employees track a company’s commitment to fairness, and 70% would switch jobs to work for a more equitable employer.

Second, diverse leadership correlates with Better risk management, Higher profit margins, Stronger Return on Equity, and Better stock performance.

These are objectives all stockholders agree on. Several countries – including the UK, Ireland, and soon the entire European Union – require companies to disclose median pay gaps publicly.  Why?  Because these disclosures move companies in the right direction. “Fairness” – benefits stockholders, employees, and the company. Vote FOR.

 Marriott 2025: Mark Your Calendar

Rule 14a-8 Proposals. To be considered for inclusion in our proxy statement for the 2025 annual meeting of stockholders, stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act must be received at our principal executive office no later than the close of business on November 27, 2024. Proposals must comply with Rule 14a-8 and must be submitted in writing to the Secretary, Marriott International, Inc., Department 52/862, 7750 Wisconsin Avenue, Bethesda, Maryland 20814.

   

 Marriott 2024: Related Post

Marriott 2023 Pay Equity Disclosure

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