Host Hotels (HST) outlines 2026 proxy items, 2025 capital returns and ESG focus
Filing Impact
Filing Sentiment
Form Type
DEF 14A
Host Hotels & Resorts, Inc. (HST) is asking stockholders to elect nine directors, ratify KPMG LLP as independent auditor for 2026, and approve an advisory vote on executive compensation at its virtual annual meeting on May 20, 2026. A total of 685,781,912 common shares are eligible to vote as of March 20, 2026.
The company highlights 2025 performance with comparable hotel RevPAR up 3.8% and total RevPAR up 4.2% year-over-year, supported by higher room rates and stronger out-of-room spending. It invested about $644 million in capital expenditures and resiliency projects, sold two hotels for approximately $237 million, and issued and repaid $900 million of senior notes while maintaining an investment grade balance sheet.
Host returned $859 million to stockholders in 2025 through dividends and share repurchases, including total dividends of $0.95 per share, or $654 million, and $205 million of buybacks at an average price of $15.68. The company reports that its cumulative total stockholder return outpaced the NAREIT Lodging & Resorts Index over 1-, 3-, and 5-year periods and emphasizes long-term ESG initiatives, including green bond financing, climate risk assessments, human capital investments, and robust corporate governance practices such as majority voting, proxy access, and a largely independent board.
Positive
- None.
Negative
- None.
Key Figures
Shares eligible to vote: 685,781,912 shares
Comparable hotel RevPAR growth: 3.8% year-over-year
Comparable total RevPAR growth: 4.2% year-over-year
+7 more
10 metrics
Shares eligible to vote
685,781,912 shares
Common stock eligible as of March 20, 2026
Comparable hotel RevPAR growth
3.8% year-over-year
2025 vs. 2024 portfolio performance
Comparable total RevPAR growth
4.2% year-over-year
2025 vs. 2024 including ancillary revenues
Capital expenditures and resiliency
$644 million
Invested at properties during 2025
Hotel dispositions
$237 million
Sale of The Westin Cincinnati and Washington Marriott at Metro Center
Capital returned to stockholders
$859 million
2025 dividends and share repurchases combined
Total 2025 dividends
$0.95 per share ($654 million)
Dividend yield 5.4% at $17.73 share price
Share repurchases in 2025
$205 million at $15.68
Common stock buybacks and average price per share
Senior notes transactions
$900 million issued and $900 million repaid
Public offerings and repayments in 2025
Portfolio size
76 properties, ~41,700 rooms
71 U.S. and 5 international properties as of March 1, 2026
Key Terms
RevPAR, total RevPAR, investment grade balance sheet, Leader in the Light award, +2 more
6 terms
RevPAR financial
"comparable hotel revenue per available room (RevPAR) growth of 3.8% year-over-year"
RevPAR, or revenue per available room, is a measure used in the hotel industry to show how much money a hotel earns from each of its rooms over a certain period. It helps investors understand how well a hotel is performing financially, similar to how a store's sales per square foot reveal its profitability. Higher RevPAR indicates better use of resources and stronger financial health.
total RevPAR financial
"comparable hotel total RevPAR growth, which includes food and beverage and other ancillary revenues"
Total revenue per available room (total revpar) measures how much money a hotel earns from all its rooms during a specific period, considering both occupied and vacant rooms. It helps investors understand the overall revenue generated by a hotel's entire inventory, similar to how a store's total sales reflect its overall performance. This metric is important because it shows the hotel's ability to maximize income from its available space, regardless of how many rooms are booked.
investment grade balance sheet financial
"we maintained our investment grade balance sheet and well laddered maturity schedule"
A strong, "investment grade" balance sheet means a company holds enough high-quality assets, low debt, and ready cash so credit agencies would rate its debt as investment grade (commonly BBB- / Baa3 or better). For investors, it signals lower risk of bankruptcy or forced asset sales and usually means the company can borrow more cheaply and withstand shocks—think of it like a household with steady income, savings, and a good credit score.
Leader in the Light award financial
"named the winner of NAREIT's 2026 Leader in the Light award for operations"
proxy access regulatory
"Adopted proxy access rights."
Proxy access allows shareholders to include their nominated directors on a company’s official proxy ballot and meeting materials, instead of running separate, costly campaigns. It matters to investors because it makes it easier for shareholders to push for board change, hold management accountable, and influence strategy—similar to getting your preferred candidate listed on a neighborhood ballot rather than having to start an independent petition drive.
green bonds financial
"Host is the first lodging REIT to issue green bonds"
Green bonds are loans a borrower sells to investors where the money raised is earmarked for projects with environmental benefits, like renewable energy, clean transportation, or energy-efficient buildings. Think of them as a labeled loan — similar to lending money to someone specifically to install solar panels — which matters to investors because the label can affect demand, reputation, and potentially risk and return if environmental rules, subsidies, or project performance influence cash flow.
Compensation Summary
Compensation details
Key Proposals
- Election of nine directors
- Ratification of KPMG LLP as independent registered public accountants for 2026
- Advisory resolution to approve executive compensation
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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x | Definitive Proxy Statement | |||
o | Definitive Additional Materials | |||
o | Soliciting Material under §240.14a-12 | |||
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(Name of person(s) filing proxy statement, if other than the registrant)
Payment of Filing Fee (Check all boxes that apply): | |
x | No fee required. |
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 |
April 8, 2026
Dear Fellow Stockholder:
I am pleased to invite you to our 2026 Annual Meeting of Stockholders of Host Hotels & Resorts, Inc., which will be held at
12:30 p.m., Eastern time on Wednesday, May 20, 2026, by means of a virtual meeting. At the virtual meeting, participants
will join via a website where they can listen to the speakers and view management’s presentation. If you attend the
meeting as a stockholder of record or beneficial owner who has registered in advance, you will be able to vote your shares
electronically and submit questions and comments and hear the Company’s responses. At the annual meeting, we will
ask you to elect our Board of Directors, ratify the selection of KPMG LLP as our independent registered public accountant
and vote to approve executive compensation. These proposals are described in detail in the attached Notice of 2026
Annual Meeting of Stockholders and Proxy Statement. Our 2025 Annual Report is also included, which we encourage you
to read.
A Stronger Host Hotels: Delivering Results, Investing for the Future
Over the course of 2025, Host delivered operational improvements and continued to successfully allocate capital through
multiple means, including reinvestment in the portfolio and returning capital to stockholders in the form of dividends and
share repurchases. Similarly, we continued our capital recycling program with strategic and opportunistic dispositions.
Our accomplishments during the year included the following:
uwe delivered operational improvements across our portfolio, leading to comparable hotel revenue per available
room (RevPAR) growth of 3.8% year-over-year and comparable hotel total RevPAR growth, which includes food
and beverage and other ancillary revenues, of 4.2% year-over-year;
uwe invested approximately $644 million in capital expenditures and resiliency investments at our properties;
uwe disposed of approximately $237 million of real estate across two properties — the Washington Marriott at
Metro Center and The Westin Cincinnati;
uwe returned $859 million to stockholders in the form of dividends declared and share repurchases;
uwe made additional progress on the Hyatt Transformational Capital Program, where we completed
transformational renovations at three of the six properties in the program; we also agreed to a second
transformational capital program with Marriott International at four additional properties, and began closing on
sales of the 40-unit residential condo development adjacent to the Four Seasons Resort Orlando at Walt Disney
World® Resort; and
uwe maintained our investment grade balance sheet and well laddered maturity schedule.
As a result of these strategic actions, we believe the Company is well positioned to take advantage of potential
opportunities in the future.
Driving Sustainable Growth
Corporate responsibility is a critical part of Host’s values and business strategy. We strive to build upon and advance our
industry-leading corporate responsibility (CR) program, which we view as one of our highest priorities and fundamental to
Host's sustainable long-term growth and success. In our 2025 Corporate Responsibility Report, we provide updates on
our CR strategy and 2050 net positive vision, our 2030 environmental and social targets and our progress toward these
goals and targets, along with our environmental, social and governance (ESG) initiatives. Recognizing our strong ESG
practices, we were honored to once again be included among the world’s most sustainable companies in S&P Global’s
Sustainability Yearbook and named the winner of NAREIT's 2026 Leader in the Light award for operations for large
capitalization real estate investment trusts. This recognition further solidifies our position as a global sustainability leader
and is a testament to our commitment to transparency, accountability and responsible investment.
We have also continued to emphasize social initiatives and employee-related programs, including investing in our human
capital, advancing inclusion across our value chain and creating economic opportunity within local communities. We also
continued to expand our supplier base through our partnership with Procure Impact and the Dignity of Work pledge
commitment to help create employment opportunities for overlooked populations through responsible sourcing.
Additionally, reinforcing our strong governance practices, we have developed structured oversight and engagement
mechanisms to manage risks and promote innovation across critical environmental and social topics. We invite you to
learn more about our CR program by visiting our website or by reading our 2025 Corporate Responsibility Report.
Upholding Strong Corporate Governance
We believe that Host's long-standing commitment to strong corporate governance plays an important role in creating long-
term value for our stockholders. Our strong corporate governance practices, combined with our highly experienced
directors, ensure effective oversight of the most critical risks and opportunities facing our business. We regularly engage
with stockholders to ensure that the Board remains informed of stockholders' perspectives and can continue incorporating
feedback into its discussions and decisions. We highly value the input we receive from stockholders through these
ongoing interactions.
Additionally, the Board believes that the structure of our compensation programs has successfully created alignment of
executives' pay with Company performance over time. Our compensation program has been designed to achieve these
objectives by emphasizing performance-based and variable compensation. I encourage you to review the discussion of
our compensation program contained in this proxy statement.
Your Vote is Important
The attendance of stockholders at our annual meeting helps maintain communication and can improve stockholders’
understanding of our business. We hope you will be able to join us online. Whether or not you plan to attend, you can
ensure that your shares are represented at the meeting by promptly voting and submitting your proxy by internet, by
telephone or by requesting and returning a proxy card. Instructions for these convenient ways to vote are set forth on the
enclosed materials.
Looking Ahead
To conclude, we are very proud of our accomplishments in 2025. We are encouraged by the state of travel, as affluent
customers continue to prioritize experiences, and the supply picture for our markets and chain scales remains below
historical levels, providing favorable dynamics for our strong portfolio of properties. We continue to believe that we are
well positioned to capitalize on future opportunities due to our geographically diversified portfolio, our continued
reinvestment in our assets, and our strong balance sheet.
On behalf of Host's management and the Board, thank you for your continued interest in Host Hotels & Resorts. We look
forward to your participation during the 2026 Annual Meeting.
Sincerely,  Richard E. Marriott Chairman of the Board |  |
 | 4747 Bethesda Ave., Suite 1300 Bethesda, Maryland 20814 |
Notice of 2026 Annual Meeting of Stockholders
We cordially invite you to attend the 2026 Annual Meeting of Stockholders of Host Hotels & Resorts, Inc., a Maryland
corporation, and any postponements or adjournments of the meeting.
Meeting Date: | Wednesday, May 20, 2026 |
Meeting Time: | 12:30 p.m., Eastern time |
Location: | Online at https://meetnow.global/HST |
At the 2026 Annual Meeting, stockholders as of the record date will be asked to consider and vote upon the matters listed
below, as more fully described in the proxy statement. We intend to hold the Annual Meeting virtually. Stockholders will be
able to join the meeting via the website noted above where they can listen to the speakers, view management’s
presentation, submit questions and comments, hear the Company’s responses, and vote their shares electronically. In
order for stockholders to submit questions and vote, stockholders will be required to follow the procedures set
forth in the attached Proxy Statement under the heading “Attendance and Voting Matters.” We encourage
stockholders to join the meeting 15 minutes before the start time to ensure a proper connection.
Agenda
1.Election of nine directors;
2.Ratification of the appointment of KPMG LLP as the Company’s independent registered public accountants for 2026;
3.An advisory resolution to approve executive compensation; and
4.Transaction of any other business that may be properly brought before the annual meeting.
Record Date
You may vote if you were a holder of record of our common stock at the close of business on March 20, 2026, the record
date.
By Order of the Board of Directors
Julie P. Aslaksen
Secretary
April 8, 2026
REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS: | |||||||
 | VIA THE INTERNET Go to the website address shown on your Notice of Internet Availability of Proxy Materials (the “Notice”) and vote via the Internet |  | BY MAIL Mark, sign, date and return a proxy card which can be requested by following the instructions shown on your Notice | ||||
 | BY TELEPHONE Registered holders can vote by telephone by calling the toll-free number listed on the proxy card, which may be requested by following the instructions shown on your Notice |  | IN PERSON Attend the virtual annual meeting | ||||
i
Proxy Statement Table of Contents
Page | ||
PROXY SUMMARY ..................................................................................................................................................................... | 1 | |
PROPOSAL ONE — ELECTION OF DIRECTORS ............................................................................................................... | 9 | |
Board Composition .................................................................................................................................................................... | 9 | |
Director Nominee Highlights..................................................................................................................................................... | 10 | |
Voting Standard .......................................................................................................................................................................... | 10 | |
Summary of 2026 Director Qualifications and Experience .................................................................................................. | 11 | |
Demographic Background ....................................................................................................................................................... | 12 | |
Nominees For Director .............................................................................................................................................................. | 13 | |
CORPORATE GOVERNANCE AND BOARD MATTERS ..................................................................................................... | 22 | |
Corporate Governance and Code of Business Conduct and Ethics ................................................................................. | 22 | |
Independence of Directors ....................................................................................................................................................... | 22 | |
Board Leadership ....................................................................................................................................................................... | 23 | |
Communications with Directors ............................................................................................................................................... | 24 | |
Stockholder Outreach and Engagement ................................................................................................................................ | 24 | |
The Board’s Role in Risk Oversight ......................................................................................................................................... | 29 | |
Culture at Host ............................................................................................................................................................................ | 32 | |
Board and Management Approach to Sustainability ........................................................................................................... | 33 | |
2025 Workforce Composition ................................................................................................................................................... | 35 | |
Succession Planning .................................................................................................................................................................. | 36 | |
Political Contributions Policy and Trade Association Memberships .................................................................................. | 36 | |
Meetings and Committees of the Board ................................................................................................................................. | 37 | |
Process for Selecting Directors ................................................................................................................................................ | 39 | |
Stockholder Nominations and Recommendation of Director Candidates ........................................................................ | 41 | |
Director Orientation and Continuing Education ..................................................................................................................... | 41 | |
Annual Performance Assessment .......................................................................................................................................... | 41 | |
PROPOSAL TWO — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS ....................................................................................................................................................................... | 42 | |
Principal Accountant Fees and Services ................................................................................................................................ | 43 | |
Pre-Approval Policy for Services of Independent Registered Public Accountants ......................................................... | 43 | |
Policy for Hiring Members of the Audit Engagement Team ................................................................................................ | 44 | |
Other Company Accountants and Auditors ........................................................................................................................... | 44 | |
Report of the Audit Committee ................................................................................................................................................. | 45 | |
PROPOSAL THREE — ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION .......................... | 46 |
ii
Page | ||
COMPENSATION DISCUSSION AND ANALYSIS ................................................................................................................ | 48 | |
2025 Company Performance Highlights................................................................................................................................. | 48 | |
Our Compensation Program ..................................................................................................................................................... | 50 | |
Determining 2025 Compensation ............................................................................................................................................ | 54 | |
Role of the Culture and Compensation Committee, Market Data and Peer Group ......................................................... | 67 | |
Role of the Compensation Consultant .................................................................................................................................... | 68 | |
Culture and Compensation Committee Interlocks and Insider Participation ................................................................... | 68 | |
Risk Considerations ................................................................................................................................................................... | 68 | |
Additional Policies and Benefits .............................................................................................................................................. | 69 | |
EXECUTIVE OFFICER COMPENSATION ............................................................................................................................... | 73 | |
Summary Compensation Table for Fiscal Year 2025 ........................................................................................................... | 73 | |
Grants of Plan-Based Awards in Fiscal Year 2025 ............................................................................................................... | 75 | |
Outstanding Equity Awards at 2025 Fiscal Year End ........................................................................................................... | 76 | |
Option Exercises and Stock Vested in Fiscal Year 2025 ..................................................................................................... | 77 | |
Nonqualified Deferred Compensation .................................................................................................................................... | 77 | |
Severance, Retirement and Change in Control Payments .................................................................................................. | 78 | |
Securities Authorized for Issuance Under Equity Compensation Plans ........................................................................... | 81 | |
CEO Pay Ratio ............................................................................................................................................................................ | 81 | |
Pay Versus Performance ........................................................................................................................................................... | 83 | |
Culture and Compensation Committee Report ..................................................................................................................... | 88 | |
DIRECTOR COMPENSATION .................................................................................................................................................... | 89 | |
2025 Director Fees ..................................................................................................................................................................... | 89 | |
2025 Director Compensation Program ................................................................................................................................... | 89 | |
2026 Director Compensation Program ................................................................................................................................... | 91 | |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ............................................... | 92 | |
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS ...................................................................... | 94 | |
Policy on Transactions and Arrangements with Related Persons ...................................................................................... | 94 | |
Related Person Transactions .................................................................................................................................................... | 94 | |
STOCKHOLDER PROPOSALS FOR OUR NEXT ANNUAL MEETING ............................................................................ | 97 | |
Proxy Statement Proposals ....................................................................................................................................................... | 97 | |
Director Nominations for Inclusion in Proxy Materials (Proxy Access) .............................................................................. | 97 | |
Other Proposals and Nominations ........................................................................................................................................... | 97 | |
ATTENDANCE AND VOTING MATTERS ................................................................................................................................ | 99 | |
OTHER MATTERS ........................................................................................................................................................................ | 103 | |
Other Business at the Annual Meeting ................................................................................................................................... | 103 | |
Delinquent Section 16(a) Reports: None ................................................................................................................................ | 103 | |
Online Annual Report to Stockholders .................................................................................................................................... | 103 |
iii
Proxy Statement. The Board of Directors of Host Hotels & Resorts, Inc. is soliciting proxies to be voted at our 2026
Annual Meeting of Stockholders on May 20, 2026, and at any postponements or adjournments of the meeting. We expect
that this proxy statement will be mailed and made available to stockholders beginning on or about April 8, 2026.
Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be held on May 20,
2026. The Company’s proxy statement for the 2026 Annual Meeting and our Annual Report to Stockholders for 2025 are
both available free of charge at https://www.proxydocs.com/HST. References in this proxy statement and accompanying
materials to internet websites are for the convenience of readers. Information available at or through these websites is not
incorporated by reference in this proxy statement. Specifically, the contents of our Corporate Responsibility Report and
other corporate responsibility or any other materials on our website are not incorporated by reference into this proxy
statement and do not form a part of this proxy statement.
Forward-Looking Statements and Other Disclaimers. This proxy statement includes forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our environmental and
social goals, commitments, and strategies (collectively, “ESG initiatives”). These statements involve risks and
uncertainties. Actual results could differ materially from any future results expressed or implied by the forward-looking
statements for a variety of reasons, including due to the risks and uncertainties that are discussed in our most recently
filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. Our ESG initiatives are also subject to
additional risks and uncertainties, including regarding the evolving nature of data availability, quality, and assessment;
related methodological concerns; our ability to implement various initiatives under expected timeframes, cost, and
complexity; our dependency on third parties, including our hotel managers, to provide certain information and to comply
with applicable laws and policies; and other unforeseen events or conditions. These factors, as well as others, may cause
results to differ materially and adversely from those expressed in any of our forward-looking statements. We assume no
obligation to update any forward-looking statements or information, which speak as of their respective dates. Additionally,
certain ESG information provided in this proxy statement is not necessarily material for SEC reporting purposes and is
instead informed by various ESG standards and frameworks (including standards for the measurement of underlying
data), internal controls, and assumptions or third-party information that are still evolving and subject to change. For
example, our disclosures based on any standards may change due to revisions in framework requirements, availability of
information, changes in our business or applicable government policies, or other factors, some of which may be beyond
our control.
1
Proxy Summary
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of
the information that you should consider, and you should read the entire proxy statement carefully before voting.
Meeting and Voting Information
 | Date and Time May 20, 2026, 12:30 p.m., Eastern time |  | Record Date March 20, 2026 | |||
 | Place Online at https://meetnow.global/HST |  | Number of shares of common stock eligible 685,781,912 |
Voting Matters
Matter | Board Recommendation | Page Reference | |
Proposal 1 - Election of Directors | FOR EACH DIRECTOR NOMINEE | 9 | |
Proposal 2 - Ratification of Appointment of KPMG LLP | FOR | 42 | |
Proposal 3 - Advisory Resolution to Approve Executive Compensation | FOR | 46 |
Board Nominees
The following table provides summary information about each director nominee. Directors are elected annually by a
majority of the votes cast.
Director Since | Committee Memberships | Other U.S. Public Company Boards | ||||||
Name, Age | Principal Occupation | A | C | NGCR | ||||
Mary L. Baglivo, 68 | 2013 | Chief Executive Officer The Baglivo Group |  | | Urban Edge Properties Ollie's Bargain Outlet Holdings | |||
Herman E. Bulls, 70 | 2021 | Vice Chairman, Americas Jones Lang LaSalle | | (F) | | Comfort Systems, USA Fluence Energy | ||
Diana M. Laing, 71 | 2022 | Former Chief Financial Officer of American Homes 4 Rent |  | (F) | | CareTrust REIT The Macerich Company | ||
Richard E. Marriott, 87 | 1993 | Chairman of the Board | ||||||
Mary Hogan Preusse, 57 | 2017 | Founder and Principal of Sturgis Partners LLC | | (F) | | Digital Realty Trust Kimco Realty Realty Income | ||
Walter C. Rakowich, 68 | 2012 | Former Chief Executive Officer of Prologis | | (F) | | Iron Mountain Ventas | ||
James F. Risoleo, 70 | 2017 | President and Chief Executive Officer | ||||||
Gordon H. Smith, 73 Independent Lead Director | 2009 | Former President & CEO of the National Association of Broadcasters | | | Beasley Broadcast Group | |||
A. William Stein, 72 | 2017 | Executive Managing Director and Chief Investment Officer of Primary Digital Infrastructure | | (F) | | |||
A | Audit Committee | (F) | Audit Committee Financial Expert | |||||
C | Culture and Compensation Committee | | Committee Member | |||||
NGCR | Nominating, Governance and Corporate Responsibility Committee | | Committee Chair | |||||
2
Proxy Summary | |||
2025 Performance Highlights
Host Hotels & Resorts, Inc. is an S&P 500 company and is the largest lodging real estate investment trust and one of the
largest owners of luxury and upper-upscale hotels. As of March 1, 2026, the Company owned 71 properties in the United
States and five properties internationally totaling approximately 41,700 rooms. The Company also holds non-controlling
interests in seven domestic joint ventures focused on the lodging industry.
Over the course of 2025, we delivered strong operating results and continued to successfully allocate and recycle capital
through reinvestment in our portfolio, dispositions, dividends and share repurchases. We also maintained our investment
grade balance sheet and a well-laddered maturity schedule while continuing to position the Company to take advantage of
potential opportunities in the future.
Achieved Strong Operating Results | |||||
Delivered operational improvements across our portfolio, driven by increases in room rates, leading to a comparable hotel revenue per available room (RevPAR) increase of 3.8% year-over-year. RevPAR is a commonly used measure within the hotel industry to evaluate hotel operations. The Company's 2025 comparable hotel RevPAR growth exceeded the growth rate for the U.S. upper tier industry by 2.0 percentage points. Comparable hotel total RevPAR growth, which also includes food and beverage revenues, spa and other ancillary services revenues, increased 4.2% compared to 2024, based on the strength of out-of-room spending. For more information on these measures and our 2025 results, see the Company’s Annual Report on Form 10-K. | |||||
Reinvested in Our Portfolio | |||||
Invested $644 million in capital expenditures and resiliency investments at our properties and made progress on the Hyatt Transformational Capital Program (HTCP), a comprehensive renovation program at six of our Hyatt properties that seeks to target returns through enhanced owner's priority and market share gains. As of December 31, 2025, the HTCP is approximately 78% complete and is tracking on time and under budget. We also reached an agreement with Marriott International on a second transformational capital program, a similar capital expenditure reinvestment program at four additional properties, and began closing on sales of the 40-unit residential condominium development adjacent to the Four Seasons Resort Orlando at Walt Disney World® Resort. | |||||
Completed Multiple Dispositions | |||||
Sold The Westin Cincinnati and the Washington Marriott at Metro Center in separate transactions for approximately $237 million. | |||||
Maintained Investment Grade Balance Sheet and Well Laddered Maturity Schedule | |||||
Issued $900 million of senior notes through two separate underwritten public offerings and repaid $900 million of senior notes. | |||||
Returned Capital to Stockholders | |||||
Total dividends declared for the year were $0.95 per share, for a total distribution of $654 million and a dividend yield of 5.4% based on the Company's closing stock price of $17.73 as of December 31, 2025. We also repurchased $205 million of shares of common stock at an average price of $15.68 per share. | |||||
3
Proxy Summary | |||
Cumulative Total Stockholder Return Performance
The Company's cumulative total stockholder returns (TSR) strongly outperformed those of its peers (as measured by the
NAREIT Lodging & Resorts Index) on a 1-, 3-, and 5-year basis.
Performance is measured for the 1-, 3- and 5-year periods ended December 31, 2025. Total stockholder return is calculated by the
growth in capital from purchasing a share in the company and assuming dividends and share distributions are reinvested in the applicable
company at the time they are paid. The returns shown are based on historical results and are not intended to suggest future performance.
Snapshot of Director Experience
The Company is committed to having a Board that consists of directors who bring the optimal mix of skills, expertise and
backgrounds to promote effective oversight of the execution of our business strategy. The Nominating, Governance and
Corporate Responsibility Committee and the Board believe it is important for the Board to be “refreshed” by adding
directors thoughtfully over time to enhance the Board's capabilities and incorporate new perspectives – two new
independent directors have joined the Board since 2021. The Committee and the Board also believe that long-serving
directors bring critical skills and historical perspective to the Board, which are valuable in a cyclical business such as the
lodging industry. The Committee and Board seek a balanced mix of both new and experienced directors and believe this
balance is achieved with the current nominees.
TENURE |
g 0-5 Years | g 11-14 Years | |
g 6-10 Years | g >14 Years |
Our Director nominees exhibit an
effective mix of skills, experience,
backgrounds and fresh
perspectives.
4
Proxy Summary | |||
BOARD NOMINEE SKILLS ALIGNED WITH STRATEGIC FOCUS AREAS
Our Board believes that each director possesses the key attributes that are important for an effective Board. Each director
holds or has held senior executive positions in large organizations or the government and has experience relevant to the
Company’s business. Our directors also serve on the boards of other public and private companies and understand
corporate governance practices and trends.
Redefining the operating model | |
For individualized skills matrix, see page 11. | Real Estate / Lodging |
Sustainability / Corporate Responsibility | |
Management / Operations | |
Gaining market share | |
Marketing / Brand Management | |
Strategically allocating capital | |
Accounting / CFO / Auditing | |
Investments / Capital Markets | |
Core functional expertise | |
Business Head | |
Corporate Governance / Risk Management | |
Legal | |
Government / Public Policy | |
IT / Cybersecurity | |
Academia / Education |
Stockholder Engagement and Dialogue
We are committed to continued stockholder engagement so that the Board of Directors remains informed of stockholders’
perspectives and can incorporate the feedback into Board discussions and decisions. In 2025, we continued our robust
ESG-focused outreach. Over the course of the year, we reached out to 21 investors representing approximately 77% of
our outstanding shares. While most stockholders accepted meetings, several stockholders indicated that after reviewing
our disclosure documents they did not require a meeting or have any questions or concerns. We engaged with 12
investors representing approximately 54% of our stockholder base.
RECEIVED
FEEDBACK
and incorporated
into the Board's
decision making
ENGAGED
with 12 investors
representing
54% of our
stockholder base
CONTACTED
21 investors
representing
77% of our
outstanding
shares
5
Proxy Summary | |||
During our ESG-focused outreach meetings, stockholders shared their perspectives on governance practices and areas of
disclosures to consider expanding in order to provide information that would be most helpful in their respective analyses of
Host. We also discussed several topics regarding Host's operations and overall strategy. A summary of the feedback from
our engagement and our response is below. For more information on our stockholder engagement and the steps taken in
response to investor feedback, see the more detailed table within “Corporate Governance and Board Matters –
Stockholder Outreach and Engagement.”
WHAT WE HEARD | HOW WE RESPONDED | |
Enhance Operational Disclosure and Execute on Objectives: | Prudent Balance Sheet Management | Our strong credit profile provides us with flexibility and optionality. We continue to be the only investment grade rated lodging REIT. We also maintain a thoughtful capital allocation program that balances return of capital to our stockholders with meaningful investment in our portfolio. Capital allocation metrics are included in the more detailed table within "Corporate Governance and Board Matters - Stockholder Outreach and Engagement". |
Recycle Capital into Assets to Seek to Improve the Quality and EBITDA Growth Profile of Portfolio | Host has a history of extracting value from its existing investments and recycling capital into EBITDA generating return-on-investment projects and enhancements, targeting low-to-mid-teens cash-on- cash returns. Acquisition and disposition activity is included in the more detailed table within "Corporate Governance and Board Matters - Stockholder Outreach and Engagement". | |
Reinvestment Through Capital Expenditures and Resiliency Investments in Our Portfolio | Host launched the Hyatt Transformational Capital Program in 2024, a capital expenditure reinvestment program at six of our properties, and, in 2025, launched a second Marriott Transformational Capital Program following on the success of the original program. Both programs seek to position these hotels to compete better in their respective markets while striving to enhance long-term performance. | |
Highlight Robust Governance Structure and Continue to Enhance ESG Disclosure: | Share Details on Board Refreshment Processes to Ensure Alignment of Director Skills with Company Strategy | The Nominating, Governance and Corporate Responsibility Committee prioritizes thoughtful Board refreshment on a continuous basis, helping us build the right Board consisting of the optimal mix of skills, expertise and backgrounds capable of effectively overseeing the execution of our business. |
Continue to Disclose Host’s Approach to Climate Risk Management | To support our geographically diverse portfolio, we incorporate location-based climate risk assessments across the portfolio. The results of these risk assessments led to 30 resilience projects in 2025 summarized in the more detailed table within “Corporate Governance and Board Matters – Stockholder Outreach and Engagement.” | |
Provide Visibility into and Progress on Pathway to Achieving 2050 Goals | We have established 2030 environmental and social targets, serving as the interim milestone in our roadmap to achieve our 2050 net positive vision and underpinning our overarching responsible investment strategy. | |
Continue Strong Annual Sustainability Disclosure | Our 2025 Corporate Responsibility Report reflects our commitment to transparency, accountability and corporate responsibility leadership and includes details on the meaningful progress we have made toward our 2030 corporate responsibility targets that support our 2050 net positive vision. | |
Continue to Focus on and Provide Additional Information on Investments in Sustainability- Related Projects | Host is the first lodging REIT to issue green bonds, and the only lodging REIT with a sustainability-linked credit facility supporting green building certifications. Metrics on green financings, sustainability projects and LEED®-certified hotels are included in the more detailed table within "Corporate Governance and Board Matters - Stockholder Outreach and Engagement". | |
Provide Insights into Human Capital Management Practices | One of Host’s strategic pillars is being an employer of choice. We seek to cultivate an employee experience where people can grow and thrive. In 2025, we executed a targeted action plan through direct employee engagement, focused on topics that matter most to our employees, such as building a culture of employee recognition. |
6
Proxy Summary | |||
Corporate Governance Highlights
The Company is committed to the values of effective corporate governance and high ethical standards. Our Board
believes that these values are conducive to strong performance and the creation of long-term stockholder value. Our
governance framework gives our highly experienced independent directors the structure necessary to provide oversight,
advice and counsel to the Company. This framework is described in more detail in our Corporate Governance Guidelines
and Code of Business Conduct and Ethics, which can be found in the Corporate Governance section of our website.
Board Independence | ü Seven out of nine of our director nominees are independent. ü Our Chairman and our CEO are the only management directors. |
Board Composition | üThoughtful Board refreshment led by the Nominating, Governance and Corporate Responsibility Committee, with two new independent directors added since 2021 and rotations in Committee Chair roles since that time. üAnnual self-assessment to review Board’s effectiveness. |
Board Committees | üThree fully-independent Board committees – Audit; Nominating, Governance and Corporate Responsibility; and Culture and Compensation. üAll Audit Committee members are “financial experts”. |
Leadership Structure | üChairman of the Board separate from CEO. üAn Independent Lead Director with a robust set of responsibilities is selected by the Board and provides additional independent oversight of senior management and Board matters. |
Risk Oversight | üStrong Board oversight of risk with committees having particular oversight of certain key risks facing the Company. |
Open Communication | üWe encourage open communication and strong working relationships among the independent Lead Director, Chairman, CEO and other directors. üOur directors have access to management and employees. |
Director Time Commitments | üPursuant to our Corporate Governance Guidelines, our directors can sit on no more than four public company boards (including our own). All directors are compliant with the policy at this time. üThe Nominating, Governance and Corporate Responsibility Committee conducts an annual review of director commitment levels, with consideration given to public company leadership roles and outside commitments. üTime commitments are also evaluated throughout the year as directors consider invitations to serve on additional boards, audit committees, compensation committees at for-profit organizations, or in leadership roles at other public company boards. |
Director Stock Ownership | üOur independent directors are required to own our common stock in an amount equal to five times the annual cash base retainer. Our management directors (CEO and Chairman) are required to own our common stock in an amount equal to six times their annual salary. üComprehensive insider trading policy. üProhibitions on hedging, derivatives trading and pledging of our common stock. |
7
Proxy Summary | |||
Accountability to Stockholders | üMajority voting in uncontested director elections, coupled with a director resignation policy. üFully non-classified board with annual election of directors. üAdopted proxy access rights. üNo stockholder rights plan. üAnnual advisory vote on executive compensation. üOpted out of the Maryland Control Share Acquisition Act, which would have provided certain takeover defenses. üOpted out of the provisions of the Maryland Unsolicited Takeovers Act, which would have allowed the Board of Directors the ability to classify itself without a stockholder vote. üStockholder power to amend the Bylaws. üStockholder power to call special meeting upon 25% of the votes entitled to be cast. |
Management Succession Planning | üThe Board actively monitors our succession planning and employee development and receives regular updates on employee engagement and retention matters. |
Sustainability and Corporate Responsibility | üThe Nominating, Governance and Corporate Responsibility Committee monitors our programs and initiatives on sustainability, environmental matters and social responsibility, including climate. üThe Nominating, Governance and Corporate Responsibility Committee has overseen the establishment of our ambitious environmental and social targets in recent years. This has included our 2050 vision statement, and our latest 2030 goals intended to be an initial roadmap for achieving this vision. For more information, see our 2025 Corporate Responsibility Report available on our website at www.hosthotels.com. |
Company Culture | üThe Culture and Compensation Committee oversees our culture and employee engagement initiatives. The Committee reviews a “Culture Dashboard” on a quarterly basis, which includes cultural and engagement initiatives. |
8
Proxy Summary | |||
Compensation Program
Our executive compensation program is designed to:
uLink pay to performance;
uAttract and retain talented executive officers and key employees;
uEmphasize performance-based compensation to motivate key executives;
uReward individual performance; and
uEncourage long-term commitment to the Company and align the interests of executives with stockholders.
We meet these objectives through an appropriate mix of compensation elements, which for 2025 included:
METRICS AND KEY DRIVERS | |||||||
Base Salary |  | uMarket-competitive pay reflective of executive's role, experience and individual performance; only component of compensation that is fixed | |||||
Annual Cash Incentive |  | uAnnual Cash Incentive is fully performance-based and includes a cap on the maximum amount that can be earned u56% tied to CapEx Cash Flow, an operational metric which represents reinvestment in assets necessary to maintain the quality and competitiveness of our hotels u24% tied to Return on Invested Capital, a key metric that provides an emphasis on investing capital effectively u20% tied to measurable individual contributions in support of the achievement of our annual business plan |  | METRICS ALIGNED WITH CORPORATE STRATEGY | |||
Long-Term Equity Incentive (Performance- Based) |  | ||||||
AT- RISK PAY | uRepresents 60% of total long-term incentive award u3-year Relative TSR (30%) ■Relative TSR measured versus the NAREIT Lodging & Resorts Index uAdjusted EBlTDAre performance (30%) ■Key Quantitative Metric that measures operating performance ■3-year vesting period ■Targets are set and measured annually over 3 years |  | BASED ON 100% QUANTITATIVE METRICS | ||||
Long-Term Equity Incentive (Time-Based) | |||||||
 | uRepresents 40% of total long-term incentive award uRestricted stock units vest ratably over a three-year period uAligns the interests of the executives with long-term stockholder value | ||||||
See “Compensation Discussion and Analysis – Our Compensation Program” for a further discussion of the Company’s
compensation programs.
üApproximately 93% and 88% of the votes cast on our 2024 and 2025 say-on-pay proposals, respectively, were in favor of our executive compensation program and policies üApproximately 94% of votes cast at our 2024 annual meeting approved our equity plan proposal |
9
PROPOSAL 1 | Election of Directors •A slate of directors with broad leadership experience. •All candidates are highly successful executives in large organizations or government with skills and expertise that are critical to overseeing the Company's strategy. •Commitment to refreshment - two independent directors added since 2021 and rotations in Committee Chair roles since that time. •Median director nominee tenure is nine years. | |||||
The board recommends a vote FOR each of the director nominees | ||||||
Our Board of Directors has nominated nine directors for election at this annual meeting to hold office until the next annual
meeting and the election of their successors. All the nominees are currently directors. Each nominee has consented to
serve if elected, but if any director nominee is unavailable to serve (an event which our Board does not now anticipate),
the proxies named on your proxy card will vote for a substitute nominee recommended by the Board. Alternatively, should
such circumstances arise, the Board may decide to reduce the size of the Board and the number of nominees.
Board Composition
The Nominating, Governance and Corporate Responsibility Committee reviews the composition of the Board in light of the
Company’s evolving needs and its annual assessment of the Board’s performance. The Committee and Board seek a
complementary mix of individuals with diverse backgrounds, skills and experience reflecting the broad set of challenges
that the Board confronts.
There are general qualifications that all directors must have, which are described in the Committee’s charter and the
Company’s Corporate Governance Guidelines, including integrity and high ethical standards, mature and independent
judgment, diverse business experience, familiarity with the issues affecting the Company’s business, and a commitment to
full participation on the Board and its committees. The Committee also considers other criteria, including: experience in
running a major enterprise, sound business acumen, experience as a board member of another publicly held company,
academic expertise in an area of the Company’s operations, and a reputation, both personal and professional, consistent
with the image and reputation of the Company. The Board and the Committee are committed to a membership with a
range of skills, backgrounds and experiences.
The Board and the Nominating, Governance and Corporate Responsibility Committee believe it is important for the Board
to be “refreshed” by adding new directors to enhance the Board's capabilities and incorporate new perspectives. The
Committee and the Board also believe that longer serving directors bring critical skills and knowledge to the Board.
Among other things, senior directors bring a historical perspective to the Board, which is highly relevant in a cyclical
business such as the lodging industry. In addition, the Committee and the Board believe that longer serving directors have
acquired extensive knowledge of the business that tends to make them less dependent upon management for information
and perspectives. Accordingly, while the Committee considers tenure as a factor in determining the nominee slate, it is not
a primary driver of decisions.
10
Proposal One | |||
Director Nominee Highlights
The Committee believes that each of the nominees
possesses the key attributes that are important to an
effective Board. Each director nominee holds or has held
senior executive positions in large organizations or the
government and has experience relevant to the Company’s
business. Our directors also serve on the boards of other
public and private companies and have an understanding
of corporate governance practices, expectations and
trends. The Committee also believes that, as a group, the
nominees bring a broad range of perspectives to Board
deliberations.
The director nominees have served on our Board for an
average of approximately 12 years. The median tenure of
our director nominees is nine years.
The Committee also considered the specific experiences
described in the biographical details that follow in
determining to nominate the individuals set forth below for
election as directors.
INDEPENDENCE | ||
78% independent (all director nominees except CEO and Executive Chairman) | g g g g g g g g g | |
HOST POLICY: A majority of non-management directors must be independent | ||
TENURE | Median: 9 years | |
22% with 5 years or fewer 55% with 10 years or fewer | ||
HOST POLICY: Balanced mix of both deep Company knowledge & new perspectives | ||
Below each nominee’s biography, we have included an assessment of the skills and experience of such nominee. We
have also included a chart that provides a skills assessment for the full Board.
RANGE OF BACKGROUNDS
4 Current & Former CEOs |
7 with REIT/ Lodging Expertise |
1 High Ranking U.S. Government Official |
3 Current & Former CFOs |
HOST POLICY: Build a cognitively diverse board representing a range of backgrounds
Voting Standard
Each director nominee stands for election every year. Except in a contested election, each director will be elected only if
he or she receives more votes “for” than votes “against.” As set forth in the Company’s Corporate Governance Guidelines,
any director nominee who is not elected by the vote required and who is an incumbent director must promptly tender his
or her resignation to the Board for consideration. The Nominating, Governance and Corporate Responsibility Committee
will then make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other
action is recommended. The Board will act on the tendered resignation within 90 days following certification of the
stockholder vote and will promptly disclose its decision and rationale as to whether to accept the resignation or the
reasons for rejecting the resignation. If a director’s resignation is accepted by the Board, or if a nominee for director is not
elected and is not an incumbent director, the Board may fill the resulting vacancy or decrease the size of the Board.
11
Proposal One | |||
Summary of 2026 Director Qualifications and Experience
The Nominating, Governance and Corporate Responsibility Committee and the full Board believe a complementary mix of
diverse skills, attributes and experiences will best serve the Company and its stockholders. The director skills summary
below and the related narrative for each director nominee on the following pages highlight the specific experience,
qualifications, attributes and skills for each director that the Board considers important in determining whether each
nominee should serve on the Board in light of the Company’s business, structure, and strategic direction. The absence of
a “•” for a particular skill does not mean the director is unable to contribute to the decision-making process in that area.
Baglivo | Bulls | Hogan Preusse | Laing | Marriott | Rakowich | Risoleo | Smith | Stein | |
SKILL/QUALIFICATION | |||||||||
Redefining the operating model REAL ESTATE / LODGING we are a real estate company and this expertise is important in understanding our business and strategy | • | • | • | • | • | • | • | ||
SUSTAINABILITY/CORPORATE RESPONSIBILITY experience assures that strategic imperatives and long-term value are achieved within a socially and environmentally responsible business model | • | • | • | • | • | • | • | • | |
MANAGEMENT / OPERATIONS experience provides directors a practical understanding of developing, implementing and assessing our operating plan and business strategy | • | • | • | • | • | • | • | • | • |
Gaining market share MARKETING / BRAND MANAGEMENT knowledge is important to evaluating the performance of our hotel managers | • | • | • | • | |||||
Strategically allocating capital ACCOUNTING / CFO / AUDITING enables an in-depth understanding of our financial reporting and internal controls, ensuring transparency and accuracy | • | • | • | • | • | • | • | ||
INVESTMENTS / CAPITAL MARKETS experience is important to raising the capital needed to fund our business and to deploying it effectively | • | • | • | • | • | • | • | ||
Core functional expertise BUSINESS HEAD leadership role as company CEO or head of a government organization ensures that we effectively manage our organization's footprint | • | • | • | • | • | ||||
CORPORATE GOVERNANCE / RISK MANAGEMENT experience supports our goals of strong Board and management accountability, transparency and protection of stockholder interests and is critical to the Board’s role in overseeing the risks facing the Company | • | • | • | • | • | • | • | • | • |
LEGAL experience allows us to better evaluate risks and contractual obligations | • | • | • | ||||||
GOVERNMENT / PUBLIC POLICY experience brings understanding of government regulations affecting our business | • | ||||||||
IT / CYBERSECURITY supports our business in navigating the rapidly changing landscape for information technology and cybersecurity | • | • | • | • | |||||
ACADEMIA / EDUCATION brings perspective regarding organizational, management and academic research relevant to our business and strategy | • |
12
Proposal One | |||
Demographic Background
Set forth below is the demographic information and tenure of the director nominees. The demographic information
presented is based on voluntary self-identification by each nominee.
Baglivo | Bulls | Hogan Preusse | Laing | Marriott | Rakowich | Risoleo | Smith | Stein | ||
DEMOGRAPHICS | ||||||||||
Demographic Background | ||||||||||
White | • | • | • | • | • | • | • | • | ||
Black or African American | • | |||||||||
Hispanic or Latinx | ||||||||||
Asian | ||||||||||
Native American or Alaska Native | ||||||||||
Native Hawaiian or other Pacific Islander | ||||||||||
Two or More Races or Ethnicities | ||||||||||
Other Race or Ethnicity | ||||||||||
LGBTQ + | ||||||||||
Gender | ||||||||||
Male | • | • | • | • | • | • | ||||
Female | • | • | • | |||||||
Non-Binary | ||||||||||
HOST HOTELS BOARD TENURE | ||||||||||
(in years) | 12 | 5 | 9 | 4 | 32 | 14 | 9 | 17 | 9 |
13
Proposal One | |||
Nominees For Director
Mary L. Baglivo — Ms. Baglivo is the chief executive officer of the Baglivo Group, a strategy consulting company. She has extensive knowledge and experience in the fields of global marketing, advertising, consumer branding, market research, public relations, crisis communications, and strategic planning. She has held chief marketing officer roles at several universities, including Rutgers, Northwestern and Pace. Ms. Baglivo previously served as chair and chief executive officer, the Americas at Saatchi & Saatchi Worldwide from 2008 to 2013, and chief executive officer, New York from 2004 to 2008. Prior to joining Saatchi & Saatchi, she was president of Arnold Worldwide from 2002 to 2004 and chief executive officer of Panoramic Communications from 2001 to 2002. | ||||
Skills and Expertise • in-depth global and digital marketing, advertising, consumer branding, market research, public relations and crisis communications experience •strong strategic planning expertise • extensive business, corporate governance, and leadership experience of large complex companies • in-depth understanding of growth strategies in worldwide branded businesses • extensive environmental, social and governance expertise, including active engagement in initiatives in the fields of greenhouse gas emissions, waste reduction, energy conservation, worker safety, and diversity, equity, inclusion and belonging while serving as the chair or a member of corporate responsibility and social responsibility committees of public companies | ||||
 | |||
Age: 68 | |||
Director since: 2013 | |||
Independent | |||
Committees: •Culture and Compensation •Nominating, Governance and Corporate Responsibility | |||
Current Public Boards: •Urban Edge Properties •Ollie's Bargain Outlet Holdings | |||
Prior Company Boards: •PVH Corp. •Ruth's Hospitality Group | |||
14
Proposal One | |||
Herman E. Bulls — Mr. Bulls currently serves as vice chairman, Americas, and as an international director at Jones Lang LaSalle. During over 35 years at Jones Lang LaSalle, he has worked in the areas of development, investment management, asset management, facilities operations, marketing and business development/ retention and founded the company’s public institutions business unit. Mr. Bulls previously co-founded and served as president and CEO of Bulls Capital Partners, a Fannie Mae multi-family financing company, and founded Bulls Advisory Group, LLC, a management and real estate advisory firm. Prior to joining Jones Lang LaSalle, he completed almost 12 years of active-duty service with the United States Army, retiring as a Colonel in the U.S. Army Reserves in 2008. Mr. Bulls is a member of the Real Estate Advisory Committee for New York State Teachers’ Retirement System and also serves on the board of governors of the American Red Cross. Mr. Bulls is a founding member and served as the inaugural president of the African American Real Estate Professionals of Washington, D.C. | ||||
Skills and Expertise • real estate industry veteran with over 35 years of experience in the areas of real estate development, investment management, asset management and operations •recognized leader in corporate governance; named Public Company Director of the Year by the National Association of Corporate Directors and listed in the 2024 NAIC Directorship 100 — which recognizes the most influential people in the boardroom and corporate governance community • thought leader and strategic advisor who guides companies and senior executives on ESG matters relating to sustainability, social justice, corporate governance and the environment • experience overseeing IT and cyber security matters through service on public company risk and audit committees •former chair of risk committee for a Fortune 200 financial services corporation •audit committee financial expert | ||||
 | ||
Age: 70 | ||
Director since: 2021 | ||
Independent | ||
Committees: •Audit •Nominating, Governance and Corporate Responsibility | ||
Current Public Boards: •Comfort Systems, USA •Fluence Energy | ||
Prior Company Boards: •American Campus Communities •Computer Sciences Corporation •Tyco International •Excelis | ||
15
Proposal One | |||
Mary Hogan Preusse — Ms. Hogan Preusse is the founder and principal of Sturgis Partners, an advisory firm. She was formerly at APG Asset Management U.S. from 2000 to 2017. At APG she served as the managing director and co-head of Americas Real Estate where she was responsible for managing all of APG’s public real estate investments in the Americas. She also served on the executive board of APG Asset Management US from 2008 to 2017. Prior to joining APG, Ms. Hogan Preusse spent eight years as a sell side analyst covering the REIT sector, and began her career at Merrill Lynch as an investment banking analyst. Her industry memberships include NAREIT, where she serves as a member of the Advisory Board of Governors and is a founder and former co-chair of the Dividends Through Diversity, Equity & Inclusion Steering Committee. | ||||
Skills and Expertise • contributes valuable investment focus to the Board with over 30 years of real estate experience, including managing a $13 billion portfolio in real estate investment trusts and other public real estate securities •recognized expertise and leadership in the real estate sector, having received in 2015 NAREIT’s E. Lawrence Miller Industry Achievement Award for her contributions to the industry •experienced executive and corporate director with extensive knowledge of ESG matters through her work in real estate investing and as a public company director • in-depth understanding of public company corporate governance obtained through service on public company boards •audit committee financial expert | ||||
 | ||
Age: 57 | ||
Director since: 2017 | ||
Independent | ||
Committees: •Audit •Culture and Compensation | ||
Current Public Boards: •Digital Realty •Kimco Realty •Realty Income | ||
16
Proposal One | |||
Diana M. Laing — Ms. Laing has more than 35 years of experience as a chief financial officer and public company executive with extensive experience in real estate investment and operating companies. She was the chief financial officer of American Homes 4 Rent, a REIT investing in single-family rental homes, until her retirement in June 2018. More recently, Ms. Laing was interim chief financial officer for Alexander & Baldwin, a REIT investing in commercial properties in Hawaii, from November 2018 to May 2019. Prior to American Homes 4 Rent, she was chief financial officer and corporate secretary for Thomas Properties Group, Inc., and chief financial officer for New Pacific Realty Corporation and Arden Realty. Ms. Laing began her career as an auditor with Arthur Andersen & Co. | ||||
Skills and Expertise •seasoned corporate finance executive with a career focused on real estate investment and operating companies •substantial knowledge of corporate governance and sustainability matters, including the development and ownership of sustainable and LEED®-certified properties, obtained through public company executive and director roles •extensive knowledge of IT and cybersecurity matters, including cybersecurity assessments, controls, protocols, training, monitoring and incident response, obtained through responsibility for IT department leadership and activities in each CFO role •in-depth experience with complex public companies in accounting, financial reporting, capital markets, finance, corporate strategy, risk management and information technology •audit committee financial expert | ||||
 | ||
Age: 71 | ||
Director since: 2022 | ||
Independent | ||
Committees: •Audit (Chair) •Nominating, Governance and Corporate Responsibility | ||
Current Public Boards: •CareTrust REIT •The Macerich Company | ||
Prior Company Boards: •Alexander & Baldwin •Spirit Realty Capital | ||
17
Proposal One | |||
Richard E. Marriott — Mr. Marriott is our chairman of the board. He is also chairman of the board of First Media Corporation, the chairman and a director of the J. Willard Marriott and Alice S. Marriott Foundation, a director of the Richard E. and Nancy P. Marriott Foundation, and the president and a trustee of Bridges from School to Work, Inc. Mr. Marriott serves on the National Advisory Council of Brigham Young University. He previously served on the board of Marriott International, Inc. and the Federal City Council, and is a past president of the National Restaurant Association and a past director of the Polynesian Cultural Center. | ||||
Skills and Expertise •comprehensive knowledge of the Company and unique perspective and insight into the hospitality industry based on a 60-year history with the Company and Marriott International •during his tenure, Mr. Marriott has served in various executive capacities and has served as our Chairman since 1993 •long history of successful management of the Company | ||||
| ||
Chairman of the Board | ||
Age: 87 | ||
Director since: 1993 | ||
18
Proposal One | |||
Walter C. Rakowich — Mr. Rakowich is the former chief executive officer of Prologis, where he worked for 18 years before retiring in 2012. Mr. Rakowich served as chief executive officer of Prologis from 2008 to 2011, when Prologis merged with AMB Property Corporation. He then assumed the role of co-chief executive officer and served as a member of the Prologis board of directors to manage the integration of the two companies. Prior to his service as chief executive officer, Mr. Rakowich held a number of senior management positions while at Prologis, including as president and chief operating officer from 2005 to 2008, and managing director and chief financial officer from 1998 to 2005. Prior to joining Prologis, Mr. Rakowich was a partner with real estate provider Trammell Crow Company and before that he was a senior audit and tax consultant for Pricewaterhouse. | ||||
Skills and Expertise •significant real estate and financial experience, including extensive knowledge of the issues facing large international real estate investment trusts • valuable experience with respect to risk assessment, strategic planning and leadership development obtained through public company executive and director roles •as president and CEO of Prologis, had extensive involvement in the creation and oversight of Prologis’ ESG initiatives •as CFO of Prologis, was responsible for the management and performance of IT operations •extensive experience in accounting and financial reporting obtained through his time at Pricewaterhouse and Prologis •audit committee financial expert | ||||
 | ||
Age: 68 | ||
Director since: 2012 | ||
Independent | ||
Committees: •Audit •Nominating, Governance and Corporate Responsibility | ||
Current Public Boards: •Iron Mountain •Ventas | ||
19
Proposal One | |||
James F. Risoleo — Mr. Risoleo became our president and chief executive officer in January 2017. He joined our Company in 1996 as senior vice president for acquisitions and development and was appointed executive vice president and chief investment officer in 2000. In 2012, he became executive vice president and managing director of the Company’s European business activities and, in 2015, Mr. Risoleo assumed leadership for all of the Company’s west coast investment activities in addition to Europe. Prior to joining our Company, Mr. Risoleo was vice president, development at Interstate Hotels Corporation and a senior vice president, commercial real estate at Westinghouse Electric Corporation. Mr. Risoleo is a past chairman of NAREIT. He is also an executive committee member of the American Hotel & Lodging Association, a member of the U.S. Travel Association CEO Roundtable, and a member of the Real Estate Roundtable. Mr. Risoleo is also a member of the Bar of the State of Pennsylvania. | ||||
Skills and Expertise •extensive business, leadership and strategic planning experience •significant expertise in finance, equity and capital development, real estate and the hospitality industry •over 30 years of domestic and international hotel experience in investment, dispositions, capital budgets and asset management •extensive knowledge of the Company as a member of senior management for over 20 years, serving in various roles within the Company and culminating in his current service as CEO •in-depth understanding of public company governance and ESG initiatives, including leading the Company to receive corporate responsibility awards and ESG recognition from Dow Jones Best-in-Class indices, and other ESG- focused organizations | ||||
 | ||
President and Chief Executive Officer | ||
Age: 70 | ||
Director since: 2017 | ||
Prior Public Boards: •Griffin Realty Trust (and its predecessor Cole Office & Industrial REIT) | ||
20
Proposal One | |||
Gordon H. Smith — Senator Smith served as president and chief executive officer of the National Association of Broadcasters from 2009 to December 2021. He has also served as a senior advisor at Covington & Burling LLP as a member of the government affairs and international trade practice groups. In 2008, Senator Smith completed his second term as a United States Senator from the State of Oregon, where he served on the Commerce, Science and Transportation Committee; the Energy and Natural Resources Committee; the Finance Committee; and the Indian Affairs Committee. In addition, he was a ranking member of the Senate Finance Subcommittee on International Trade and Global Competitiveness and for six years chaired the Senate Foreign Relations Subcommittee on European Affairs. Prior to his election to the United States Senate, he directed the operations of Smith Frozen Foods, his family’s frozen food processing business, and he was chairman of the board of Smith Frozen Foods until its sale in 2024. In 1992, he was elected to the Oregon State Senate, of which he became president in 1995. He also previously practiced law in the States of New Mexico and Arizona. | ||||
Skills and Expertise •high-level U.S. government experience and leadership as a United States Senator • extensive knowledge of public policy, international affairs and trade and law •significant business experience and in-depth knowledge of finance, accounting and marketing obtained through his management of Smith Frozen Foods •valuable insight into and knowledge of climate change initiatives obtained through membership on the Senate Committee on Energy and Natural Resources • valuable insight into and knowledge of IT and cybersecurity matters obtained through membership on the Senate Committee on Energy and Natural Resources | ||||
 | ||
Age: 73 | ||
Director since: 2009 | ||
Independent Lead Director | ||
Committees: •Culture and Compensation •Nominating, Governance and Corporate Responsibility (Chair) | ||
Current Public Boards: •Beasley Broadcast Group | ||
21
Proposal One | |||
A. William Stein — Mr. Stein currently serves as the executive managing director and chief investment officer of Primary Digital Infrastructure, which provides infrastructure financing and investment solutions for the digital economy. He formerly was the chief executive officer and a director of Digital Realty Trust, a REIT focused on data centers, from 2014 until December 2022. He also served as chief financial officer and chief investment officer of Digital Realty. Before joining Digital Realty in 2004, Mr. Stein was with GI Partners, a private equity fund. Past positions include serving as co-head of VentureBank@PNC and Media and Communications Finance at The PNC Financial Services Group; president and chief operating officer of TriNet Corporate Realty Trust (acquired by iStar) and a variety of senior investment and financial management positions with Westinghouse Electric, Westinghouse Financial Services and Duquesne Light Company. Mr. Stein currently serves as chairman of the board and a director of Verne Global and as a director of Salute Mission Critical, each private datacenter development companies, and as a director of Crusoe Energy, a private AI infrastructure development company. He also serves on the Advisory Board of Pennybacker Capital and as an adviser to Armada AI. Mr. Stein serves on the Chancellor's Global Advisory Council of the University of Pittsburgh. Mr. Stein is a member of the Bar of the States of Pennsylvania and Florida. | ||||
Skills and Expertise •over 30 years of investment, financial, operating and general management experience and an in-depth understanding of the data center and real estate industries and the issues facing real estate investment trusts • extensive leadership, corporate governance and executive compensation experience, including as CEO of Digital Realty Trust • led Digital Realty Trust’s sustainability initiatives that resulted in the company winning NAREIT’s Leader in the Light award for the datacenter category six times during his tenure and gained insight into global ESG matters as a member of the Chancellor’s Global Advisory Council at the University of Pittsburgh • extensive knowledge of IT infrastructure matters and cybersecurity obtained through customer engagement and senior executive oversight as CEO of Digital Realty Trust and as current chairman of Verne Global • audit committee financial expert | ||||
 | ||
Age: 72 | ||
Director since: 2017 | ||
Independent | ||
Committees: •Audit •Culture and Compensation (Chair) | ||
Prior Public Boards: •Digital Realty Trust | ||
22
Corporate Governance and Board Matters
Corporate Governance and Code of Business Conduct and Ethics
Our Board of Directors oversees the management of the Company and its business for the benefit of our stockholders in
order to enhance stockholder value over the long-term. The Board has adopted Corporate Governance Guidelines, which
are reviewed annually and periodically amended as the Board enhances the Company’s corporate governance practices.
The Board has also adopted a Code of Business Conduct and Ethics that applies to all directors, officers and employees
of the Company. The purpose of the Code of Business Conduct and Ethics is to promote honest and ethical conduct; full,
fair, accurate, timely and understandable disclosure in periodic reports required to be filed by the Company; and
compliance with all rules and regulations that apply to the Company and its officers, employees and directors. The
Corporate Governance Guidelines, Code of Business Conduct and Ethics and other documents describing the Company’s
corporate governance practices can be accessed in the Corporate Governance section of the Company’s website at
www.hosthotels.com. Copies of these documents are also available in print to stockholders upon request. See
“Attendance and Voting Matters—How can I obtain copies of documents referenced in this proxy statement?”
Governance is a continuing focus of the Company. Over the years, the Board has implemented numerous corporate
governance enhancements to strengthen the rights of stockholders and to serve their long-term interests. These have
included:
uadded proxy access; uadopted Charter amendment providing stockholders concurrent power to amend the Company’s Bylaws; uadopted Charter amendment reducing threshold needed for stockholders to call a special meeting; uadopted a majority vote standard for uncontested director elections, coupled with a director resignation policy; udeclassified the Board so that all directors are elected annually; uallowed the Company’s rights plan to expire; uopted out of the Maryland Control Share Acquisition Act; | uopted out of the provisions of the Maryland Unsolicited Takeovers Act that permit the Board to classify itself without a stockholder vote; usupermajority of independent directors; uexecutive sessions of the Board without management present; uproactive and productive stockholder engagement policy; uindependent lead director (selected by the directors); uannual self-assessment to review the Board’s effectiveness; and uformally incorporated inclusion, human capital management, and sustainability into Board committee responsibilities. | |||
Independence of Directors
It is the Board’s policy that a majority of the directors of the Company be independent. To be considered independent, a
director must not have a relationship with the Company that could interfere with the exercise of the director’s independent
judgment in carrying out the responsibilities of a director. Directors must also be “independent” within the meaning of The
Nasdaq Stock Market’s requirements. To assist the Board in determining whether a director is independent, the Board has
adopted standards for independence set forth in the Company’s Corporate Governance Guidelines.
In determining the independence of our directors, the Board considers all relevant facts and circumstances, including, but
not limited to, whether the director receives any compensation or other fees from the Company, other than the fees
described under “Director Compensation,” whether the director, or an organization with which the director or their
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Corporate Governance and Board Matters | |||
immediate family members is affiliated, has entered into any commercial, consulting, or similar contracts with the
Company, and any charitable contributions the Company made to non-profit organizations with which a director or their
immediate family members are associated. Consistent with these considerations, the Nominating, Governance and
Corporate Responsibility Committee reviewed directors’ responses to a questionnaire asking about their relationships with
the Company, as well as those of their immediate family members, and other potential conflicts of interest. The Committee
determined that each of the directors currently serving on the Board and each director nominee other than Mr. Marriott
and Mr. Risoleo are independent and recommended to the Board that Messrs. Bulls, Rakowich, Smith and Stein and
Mmes. Baglivo, Hogan Preusse and Laing be determined to be independent. The Board approved the determination that
each of the directors currently serving on the Board and each director nominee is independent other than Mr. Marriott and
Mr. Risoleo. Messrs. Marriott and Risoleo are not independent because they are Company employees.
Board Leadership
Our governance framework provides the Board with the flexibility to select the appropriate leadership structure for the
Company. This will be driven by the needs of the Company as well as the makeup of the Board at any point in time. Our
current leadership structure includes a Chairman of the Board, who is annually elected, a separate Chief Executive
Officer, and an independent director serving as Lead Director. The CEO is responsible for setting the strategic direction of
the Company and for the day-to-day leadership and management of the Company, while the Chairman of the Board
provides guidance to the CEO, directs the agenda for Board meetings, and presides over meetings of the full Board. The
Board believes this structure is appropriate and effective, reflecting the continued strong leadership, industry experience
and energy brought to the Board by Richard E. Marriott, who has led the Company as Chairman since its split with
Marriott International in 1993. His over 50-year career at the Company provides him with a unique perspective and wealth
of knowledge that is invaluable to the Board.
The Board also has the position of Lead Director who provides additional independent oversight of senior management
and board matters in our current structure where the Chairman and CEO are not independent directors. The Lead Director
helps to facilitate communication among the directors or between any of them and the Chairman and CEO. In addition,
directors are encouraged to continue to communicate among themselves and directly with the Chairman and CEO, and
under our Corporate Governance Guidelines each independent director may call an executive session. Upon
recommendation of the Nominating, Governance and Corporate Responsibility Committee, our Lead Director is elected
annually from among the independent directors. Gordon H. Smith currently serves as Lead Director.
The duties of the Lead Director include:
upresiding at executive sessions of the independent directors of the Board, and briefing the Chairman and
CEO, as needed, following such sessions;
upresiding at meetings of the Board where the Chairman is not present;
uconvening and acting as chair of meetings of the independent directors;
uproviding input on Board agendas and meeting schedules;
uproviding feedback to and consulting with the Chairman and CEO on any concerns of the Board; and
userving as the director to whom correspondence may be directed on behalf of the non-management
directors as a group, as described below under “Communications with Directors.”
Another component of our leadership structure is the active role played by our independent directors in overseeing the
Company’s business, both at the Board and committee level. Seven of nine of our director nominees are independent
within the meaning of the rules of The Nasdaq Stock Market. Under our Corporate Governance Guidelines, non-
management directors meet in executive session without the presence of the CEO, the Chairman of the Board or other
executive officers. The purpose of these sessions is to promote open discussions among the independent directors
concerning the business and affairs of the Company, as well as matters concerning management, without any member of
management present. The Board believes that the combination of an independent Lead Director, the use of regular
executive sessions of the non-management directors, and the substantial majority of independent directors comprising the
Board, enables the Board to maintain effective oversight of the Company.
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Corporate Governance and Board Matters | |||
At least annually, the Nominating, Governance and Corporate Responsibility Committee discusses the structure and
composition of the Board of Directors and reviews the current leadership structure. This is discussed with the full Board as
part of the Board’s annual evaluation to assess its effectiveness and takes into account our current business plans and
long-term strategy as well as the particular makeup of the Board at that time.
Communications with Directors
The Company invites stockholders and other interested parties to communicate any concerns they may have about the
Company directly and confidentially with any of the full Board of Directors, the Lead Director or the non-management
directors as a group by writing to:
 | Host Hotels & Resorts, Inc. Attention: Secretary 4747 Bethesda Avenue, Suite 1300 Bethesda, MD 20814 |
The Secretary will review and forward all stockholder communications to the intended recipient except those unrelated to
the duties and responsibilities of the Board, such as junk mail and mass mailings, resumes and other forms of job
inquiries, surveys, new business suggestions, business solicitations or advertisements. In addition, material that is hostile,
threatening, illegal or similarly unsuitable or outside the scope of Board matters or duplicative of other communications
previously forwarded to the recipient will also be excluded.
Stockholder Outreach and Engagement
WHY WE ENGAGE
Our relationship with our stockholders is an important part of our corporate governance program. Maintaining a robust
stockholder engagement program helps us:
Determine which issues are important to our stockholders and provide information relevant to those issues | Provide transparency into our business, ESG practices and executive compensation, as well as set expectations for our performance | Identify emerging issues that may affect our strategies, ESG, executive compensation practices or operations | Obtain valuable feedback on stockholder perceptions of our business and on lodging and industry fundamentals |
HOW WE ENGAGE
Our stockholder and investor outreach program includes investor non-deal road shows, analyst and investor
meetings, investor days, property tours, and industry conferences. These various touchpoints throughout the year
provide valuable opportunities for us to continue or initiate dialogue with investors, analysts, and key stakeholders.
We also communicate with stockholders and other key stakeholders through various channels, including our annual
report and SEC filings, proxy statement, press releases, Corporate Responsibility Report, investor presentations,
correspondence, and our website. Our quarterly earnings conference calls are open to the public. These calls are
available in real time with archived webcasts and transcripts available on our website for a period of time.
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Corporate Governance and Board Matters | |||
INVESTOR RELATIONS OUTREACH | ESG-FOCUSED OUTREACH | |||||
Our senior management team, including our CEO, CFO and our Investor Relations team, maintain regular contact with a broad base of investors through quarterly earnings calls, individual meetings, conferences and other communication channels, to address questions and understand concerns. In 2025, our investor relations team met with investors representing 194 institutional investment management firms, which includes 67% of the shares held by the Company's top 100 active stockholders (excludes holdings of passive investors such as index funds). | In 2025, we continued our ESG-focused outreach to build meaningful relationships with our stockholders over time. Our ESG-focused outreach is led by a cross-functional senior leadership team that includes members of our Legal, Sustainability, Development, Design & Construction, and Investor Relations functions. We contacted 21 investors representing approximately 77% of our outstanding shares (including both actively and passively managed shares). We engaged with 12 investors representing approximately 54% of our stockholder base. | |||||
~77% O/S
Stockholders Contacted
194
Meetings with Institutional
Investment Firms
12
ESG-Focused Engagement
Meetings with Stockholders
67%
Shares held by Top 100
Active Stockholder Base
Engaged
~54%
Stockholder Base Engaged
YEAR-ROUND STOCKHOLDER ENGAGEMENT AND RESPONSE PROCESS
We are committed to regular stockholder engagement so that the Board remains informed of stockholders’ perspectives
and can incorporate the feedback into Board discussions and decisions. The Board highly values the perspectives of our
stockholders. The graphic below provides an overview of our annual engagement process.
OUTREACH AND ENGAGEMENT | ||||
uThe senior management team regularly engages with stockholders to solicit feedback on a range of topics, conducting year-round investor relations- focused engagement as well as ESG-focused engagement. | ||||
ANNUAL MEETING | REVIEW AND DISCUSSION | |||
uThe Board considers vote outcomes from our annual meeting as well as broader ESG trends in its ongoing assessment of our practices. These outcomes and assessments help set the agenda for our next cycle of engagements. | uThe Board and senior management team review stockholder feedback to identify and address key themes to continually enhance governance and ESG practices and disclosure. | |||
26
Corporate Governance and Board Matters | |||
As mentioned above, in 2025 we continued our robust ESG-focused engagement efforts. This engagement validated that
our stockholders continue to be broadly supportive of Host’s governance and corporate responsibility practices and the
overall philosophy, objectives, and design of our executive compensation program. While many stockholders accepted
meetings, several stockholders indicated that after reviewing our disclosure documents they did not require a meeting or
have any questions or concerns. As a part of this engagement, stockholders also shared their perspectives on
governance practices and areas of disclosures to consider expanding in order to provide information that would be most
helpful in their respective analyses of Host. The Board reviewed and considered this feedback from our stockholders in
discussions and decision making for matters related to these governance and disclosure topics. A summary of the
feedback from our engagement and our response is below:
WHAT WE HEARD | HOW WE RESPONDED | |
Enhance Operational Disclosure and Execute on Objectives: | ||
PRUDENT BALANCE SHEET MANAGEMENT | Our strong credit profile and investment grade balance sheet provide us with flexibility and optionality. As of December 31, 2025, we had total available liquidity of $2.4 billion, including $1.5 billion available under credit facility and $167 million of furniture, fixture and equipment (FF&E) reserves. The Company continues to be the only investment grade rated lodging REIT. We maintain a thoughtful capital allocation program that balances return of capital to our stockholders with meaningful investment in our portfolio. Since we re-introduced our dividend post-pandemic in 2022, we have returned $2.3 billion to our stockholders. We have also completed $520 million in share repurchases since 2022, with $480 million of remaining capacity under the current repurchase program as of December 31, 2025. To communicate and support our capital allocation efforts, we provide detailed performance metrics in our investor presentations. | |
RECYCLE CAPITAL INTO ASSETS TO SEEK TO IMPROVE THE QUALITY AND EBITDA GROWTH PROFILE OF PORTFOLIO | Host has a history of extracting value from its existing investments and recycling capital into EBITDA generating return-on-investment projects and enhancements, targeting low-to-mid-teens cash-on-cash returns. We invested approximately $3.3 billion in acquisitions from 2021 through 2025 as we actively seek to acquire, sell and renovate key properties. Our recent activity includes the sale of The Westin Cincinnati and the Washington Marriott at Metro Center in 2025, and the 2024 acquisitions of the 1 Hotel Nashville and the Embassy Suites by Hilton Nashville Downtown, 1 Hotel Central Park and The Ritz-Carlton O’ahu, Turtle Bay. We have disposed of $1.8 billion in assets from 2021 to 2025. | |
REINVESTMENT THROUGH CAPITAL EXPENDITURES AND RESILIENCY INVESTMENTS IN OUR PORTFOLIO | Host aims to successfully allocate capital through multiple means, including reinvestment in our portfolio, share repurchases, and dividend increases. Following the success of the comprehensive renovations under the Marriott Transformational Capital Program (MTCP), Host reached an agreement with Hyatt in 2024 to launch the Hyatt Transformational Capital Program (HTCP), a similar capital expenditure reinvestment program at six properties. As of December 31, 2025, the HTCP is approximately 78% complete, and we believe these portfolio investments will position the targeted hotels to compete better in their respective markets while seeking to enhance long-term performance. We completed three of these properties in 2025 and plan to complete the remaining by 2027, with total program investment of approximately $550 million to $600 million. In 2025, we also reached an agreement with Marriott for a second transformational program at four properties over a four-year period. We expect to spend between $300 million and $350 million through 2029 on this program. Marriott has provided enhanced owner priority returns and operating profit guarantees to offset a majority of expected business disruption. | |
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Corporate Governance and Board Matters | |||
WHAT WE HEARD | HOW WE RESPONDED | |
Highlight Robust Governance Structure and Continue to Enhance ESG Disclosure: | ||
PROVIDE INSIGHT INTO THE BOARD’S LEADERSHIP STRUCTURE | The Board maintains flexibility to determine the appropriate leadership structure for Host. Currently, the Chairman of the Board, who is elected annually, oversees the agenda for Board meetings, provides guidance to the CEO and presides over meetings of the Board. The CEO sets the strategic direction of the Company and provides day-to-day leadership of the Company. The Board also has an independent Lead Director with robust duties who further provides independent oversight of senior management. We also take an active approach to assessing our leadership structure regularly. The Nominating, Governance and Corporate Responsibility Committee discusses the structure and composition of the Board of Directors and reviews the current leadership structure at least annually. | |
SHARE DETAILS ON BOARD REFRESHMENT PROCESSES TO ENSURE ALIGNMENT OF DIRECTOR SKILLS WITH COMPANY STRATEGY | The Nominating, Governance and Corporate Responsibility Committee prioritizes thoughtful Board refreshment on a continuous basis, with two highly qualified independent directors appointed since 2021. The Committee feels that our current mix of directors allows for a range of fresh perspectives, while also continuing to benefit from institutional knowledge. Our Board evaluations also serve as an opportunity to assess overall composition. We are committed to building the right Board that consists of the optimal mix of skills, expertise and backgrounds, capable of effectively overseeing the execution of our business. These skills include those related to Host’s operating model, marketing, capital allocation, and core functional expertise, such as risk management and cybersecurity. | |
CONTINUE TO DISCLOSE HOST’S APPROACH TO CLIMATE RISK MANAGEMENT | Host proactively monitors climate risk at both the portfolio and asset level. To support our geographically diverse portfolio, we incorporate location-based climate risk assessments into the acquisition due diligence process. Working with a third-party climate risk analytics provider, we also completed an asset-level risk assessment of the portfolio across three near-term perils (flood, wind and wildfire) and three longer-term perils (extreme heat, cold and water stress). Historically, Host’s investments in resilience have been opportunistic and tied to end-of-life replacements; however, increased focus on asset-level climate risk has enabled a more proactive, strategic and thoughtful approach. In 2024, we completed on-site visits to these properties – identifying more than 60 investment opportunities. In 2025, we prioritized more than 35 resilience projects, including deployable and modular flood barriers designed to mitigate 100-year flood and storm surge events, emergency power resiliency measures and enhancements to structural, mechanical, electrical and plumbing systems. Host’s Engineering Technical Services (ETS) team also oversees risk management in each of the markets where we own hotels while proactively seeking to mitigate climate risks through investments in resilience. For acquisitions where climate risks are identified, the ETS team works in close collaboration with our Asset Management, Investments, Development, Design & Construction and Risk Management teams to assess risks and identify mitigation strategies. More information on the results of this assessment can be found in our 2025 Corporate Responsibility Report. | |
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Corporate Governance and Board Matters | |||
WHAT WE HEARD | HOW WE RESPONDED | |
PROVIDE VISIBILITY INTO AND PROGRESS ON PATHWAY TO ACHIEVING 2050 GOALS | In September 2022, we introduced the framework for the Company's 2050 corporate responsibility vision, which features our aspiration of becoming a net positive company throughout our value chain. We furthered our commitment in September 2023 by establishing next generation 2030 environmental and social targets, serving as the interim milestone in our roadmap to achieve our 2050 net positive vision and underpinning our overarching responsible investment strategy. Corresponding targets and quantifiable progress were detailed in our 2025 Corporate Responsibility Report. | |
CONTINUE STRONG ANNUAL SUSTAINABILITY DISCLOSURE | We publish a robust Corporate Responsibility Report on an annual basis and strive to improve our disclosures. Now in its eighth edition, the 2025 Corporate Responsibility Report reflects our commitment to transparency, accountability and corporate responsibility leadership. The Report also includes details on the meaningful progress we have made toward our 2030 corporate responsibility targets that support our 2050 net positive vision. We disclose across several sustainability frameworks, including our Task Force on Climate-Related Financial Disclosures (TCFD) and Sustainability Accounting Standards Board (SASB) disclosures, and also publish the Company’s Equal Employment Opportunity (EEO-1) Report, which provides a demographic breakdown of our workforce. Our Corporate Responsibility Report is aligned with the Global Reporting Initiative (GRI) standards for sustainability related disclosures and the UN Sustainable Development Goals. The Company was included among the world's most sustainable companies in S&P Global's Sustainability Yearbook and was named the winner of NAREIT's 2026 Leader in the Light award for operations for large capitalization real estate investment trusts in recognition of the Company's sustainability practices. The Company’s annual Corporate Responsibility Report is available on our website at www.hosthotels.com. | |
CONTINUE TO FOCUS ON AND PROVIDE ADDITIONAL INFORMATION ON INVESTMENTS IN SUSTAINABILITY-RELATED PROJECTS | As a sustainability leader, Host seeks to create long-term value by investing responsibly in our business, environment, people and communities. Host was the first lodging REIT to issue green bonds and is the only lodging REIT with a sustainability-linked credit facility supporting green building certifications. We have issued $2.45 billion in total green bonds, giving us access to more available capital to finance and/or refinance more eligible green projects. Between 2021 and 2025, we invested in over 1,000 sustainability projects with 30 million expected utility savings annually and 12-20% average cash-on-cash returns over a five-year period. We have continued to expand our focus on achieving LEED® certifications across a number of our properties and developments. As of March 1, 2026, we have 24 properties with LEED® certification, including five hotels with LEED Gold® certification as well as Host’s corporate headquarters, and an additional 10 LEED® projects in our pipeline supporting our sustainable finance strategy. The pursuit of additional LEED® certifications is tied to our green bond proceeds allocation plan and our sustainability- linked credit facility with a commitment to reach 38% of hotels having green certification by 2027. Our credit facility has a two-way pricing incentives tied to initiatives that contribute to both decarbonization and resiliency within our portfolio. To date, we have an aggregate total of nearly $5 billion of sustainable financing. In 2025, green bond proceeds were allocated to renovation projects at three properties: The Fairmont Kea Lani, Maui; the Grand Hyatt Washington; and the Grand Hyatt Atlanta in Buckhead. We are committed to a sustainability driven investment approach to mitigate environmental impacts and climate risks in our portfolio. More information on our green bond framework is available at is available on our website at www.hosthotels.com. |
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Corporate Governance and Board Matters | |||
WHAT WE HEARD | HOW WE RESPONDED | |
PROVIDE INSIGHTS INTO HUMAN CAPITAL MANAGEMENT PRACTICES | One of Host’s strategic pillars is being an employer of choice. We seek to cultivate an employee experience where people can grow and thrive, and we are constantly evolving to enhance the employee experience and deepen engagement across all roles. One component of this work is building a culture of employee recognition, demonstrated through our peer recognition platform that celebrates outstanding performance at Host. We continue to enhance our focus on learning opportunities for all employees, which we have strengthened through company-wide training programs and learning initiatives designed to empower employees at all levels. In 2025, we also executed a targeted action plan through direct employee engagement to support continuous improvements for topics that matter most to our employees. These efforts support our 2030 goal of reaching 85% employee engagement annually. Talent and succession planning continue to be core focuses for our Company. We assess the retention and developmental needs of our organization annually to identify high- potential future successors. | |
Continue to Assess Compensation Program Design: | ||
CONTINUE TO REGULARLY EVALUATE STRUCTURE AND DESIGN OF EXECUTIVE COMPENSATION PROGRAM | As evidenced by our historically strong outcomes on our Say-on-Pay proposal, investors have been largely supportive of our overall compensation plan structure. In recent engagements, investors asked clarifying questions regarding our approach to ongoing dialogue with stockholders, our target setting process and the metrics used in our program. | |
The Board’s Role in Risk Oversight
Our Board of Directors has overall responsibility for risk oversight with a focus on the most significant risks facing the
Company. Reviews of certain risk areas are conducted by the relevant committees that report on their deliberations to the
Board. Risks are considered in almost all business decisions and as part of the Company’s business strategy. The Board
recognizes that it is neither possible nor prudent to eliminate all risk. Indeed, appropriate risk-taking is essential for the
Company to be competitive and to achieve its business objectives. The chart below summarizes the primary areas of risk
oversight for the Board and its committees.
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Corporate Governance and Board Matters | |||
RISK OVERSIGHT | ||
Board/Committee | Primary Areas of Risk Oversight | |
FULL BOARD | üResponsible for oversight of strategic, financial and execution risks and exposures associated with the annual business plan and strategic plan; üReviews capital allocation plan that considers future growth prospects and business and financial risks; üReviews major litigation and regulatory exposures, environmental and other current matters that may present material risk to the Company’s operations, plans, prospects or reputation; üResponsible for oversight and review of risks associated with investments, acquisitions and divestitures, capital markets and joint ventures; and üResponsible for oversight and review of risks associated with senior management succession planning. | |
AUDIT COMMITTEE | üDiscusses guidelines and policies with respect to the Company’s risk assessment and risk management processes; üResponsible for oversight and review of risks associated with financial matters, particularly the Company’s financial statements, tax matters, accounting and financial reporting process and system of internal controls and disclosure; üResponsible for oversight and review of cybersecurity related risks and other information and emergent technology risks, such as AI; üResponsible for oversight and review of risks and exposures associated with derivatives and hedging strategy; and üResponsible for oversight and review of risks associated with the independence, qualifications and performance of the Company’s outside auditor, the performance of the Company’s internal auditors and the Company’s compliance with legal and regulatory requirements. | |
CULTURE AND COMPENSATION COMMITTEE | üResponsible for oversight and review of exposures associated with compensation of the Company’s officers, stock ownership and incentive-compensation plans, executive retention and succession planning; üResponsible for oversight and review of risks associated with employment related matters, employee demographics, corporate culture and internal pay equity; and üAs discussed in more detail in the Compensation Discussion & Analysis, reviews and approves compensation programs with features that are intended to mitigate risk without diminishing the incentive nature of compensation. | |
NOMINATING, GOVERNANCE AND CORPORATE RESPONSIBILITY COMMITTEE | üResponsible for oversight and review of risks and exposures relating to the identification of qualified candidates to become Board members and continuing oversight and evaluation of Board composition; üResponsible for oversight and review of risks and exposures relating to the structure, membership and charters of the Board committees; üResponsible for oversight and review of risks and exposures relating to the compensation for independent directors; üResponsible for oversight of the evaluation of the Board; and üResponsible for oversight and review of the Company’s policies, programs and practices on corporate and social responsibility and sustainability, including environmental, human capital and other related matters. | |
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Corporate Governance and Board Matters | |||
The Board and its committees utilize their collective skills and experiences to provide active oversight over these key risks
faced by the Company. They implement their oversight responsibilities through management reporting processes that are
designed to provide visibility about the identification, assessment and management of critical risks and management’s risk
mitigation strategies. Management communicates routinely with the Board, its committees and individual directors on the
significant risks identified through this process and how they are being managed.
The Company’s enterprise risk management (ERM) process is overseen by the Board of Directors and led by the chief
financial officer. The Board receives a dedicated ERM briefing annually from the management team led by the chief
financial officer and corporate controller; and key finance, operating, strategic, legal and reputational risks as well as the
management of these risks are reviewed as part of the business plan update provided to the Board at each of its quarterly
meetings. Both the directors and the Company’s management team view the ERM results as a living document. This
document is reviewed and analyzed on at least an annual basis to determine new and emerging trends and key risks, and
is also incorporated into the Company's strategic plan and decision-making. The Board and each of its committees also
consults with outside advisors or experts when appropriate depending on the nature of the risk involved or as part of its
assessment of future threats or trends.
In 2024, the Company conducted a comprehensive update to its ERM assessment with help from a third-party risk
consultant. During this assessment, the Company analyzed key risks across many areas including finance, operations,
legal and corporate strategy; both near-term as well as longer-term risks and threats were considered as part of this
process. The findings were presented to the Board, and there was a discussion on how to identify and manage risks more
effectively. These comprehensive updates are typically done every three years, and we intend to conduct our next
comprehensive review in 2027.
The Company’s reporting processes and disclosure controls and procedures also require management to promptly notify
the Board and its committees of, among other things, any instances of significant threatened or actual litigation, significant
governmental or regulatory inquiry, and any events that could materially impact the Company’s reputation, including any
cybersecurity-related issues that could involve the significant misappropriation of personal or sensitive Company data, or
that may have significant operational, financial, legal or reputational impacts.
CYBERSECURITY AND AI RISK MANAGEMENT AND PREPAREDNESS
We have developed and implemented a comprehensive program intended to protect the confidentiality of our own
business processes and sensitive information, ensure the integrity of critical data and automated processes, and
safeguard the availability of our information technology capabilities. This includes addressing emerging risks brought
about by the advancement of AI. The Company’s cyber preparedness is led by our senior vice president of information
technology, who has over 25 years of operations and security experience. Our cybersecurity risk management program is
guided by our cybersecurity framework that includes the following components:
uimplementing technologies to proactively monitor vulnerabilities and reduce risk, maintaining security
policies and standards, and regularly updating our response planning and protocols;
uleveraging several components of the Cybersecurity Framework established by the National Institute of
Standards and Technology; a formal exercise to fully map to the Framework was conducted in 2024, and in
2025 we reviewed and updated this mapping based on changes to our security posture;
umaintaining business continuity, contingency and recovery plans to quickly react to any cybersecurity
incidents;
ua comprehensive cybersecurity awareness program for all employees that involves mandatory training,
including on the risks posed by AI, quarterly refreshers and monthly SPAM testing;
uannual assessments of the Company’s cybersecurity program by a third-party security firm as well as semi-
annual vulnerability assessments and penetration testing by external service providers;
uannual cybersecurity assessments by the Company of our key third-party service providers to assess
alignment with Department of Labor recommendations on cybersecurity best practices;
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Corporate Governance and Board Matters | |||
uretaining a third-party cybersecurity provider for emergency incident response services in the event of a
serious information security breach; and
uas a backstop to its information security programs, policies and procedures, the Company purchases
cybersecurity risk insurance that could help defray the costs of an information security breach.
In 2025, we achieved our primary information security and cybersecurity risk management objective of no material
information security or cybersecurity incidents. As of December 31, 2025, based upon the implementation of our risk
management program, we have not experienced any material information security breaches over the last three years, nor
have we incurred any material breach-related expenses over the last three years.
The Audit Committee is responsible for and is actively involved in the oversight of the Company’s cybersecurity and
information technology risk program. To fulfill its duties, the Audit Committee receives semi-annual updates on topics
related to information security and cyber risks and readiness from our management team, including our senior vice
president of information technology. The Audit Committee includes directors with knowledge, skills and experience in data
security, information technology governance and cyber risk. Information security and cybersecurity risks are also
presented to the full Board at least annually as part of the Board’s oversight of enterprise risk management.
Oversight of AI Use
The use of AI continues to evolve and has the potential to advance the Company's goals and deliver value for our
stockholders. Given its potential, AI technologies are being integrated into the Company's operations to seek to improve
productivity and efficiency, including for use in content creation, data analysis and process automation. Our approach to
the responsible use of AI includes a risk-based governance structure to help ensure AI solutions are designed and used
fairly, ethically and safely. The Board and the Audit Committee provide oversight of AI, including mechanisms to mitigate
potential risks associated with the deployment of AI solutions. They also receive regular updates on the Company's AI
governance and use from our management team. Our GenAI Governance Committee, which comprises cross-functional
leaders across the Company, monitors the evolving AI landscape and its technological implications and advises on
strategy, implementation, regulation, policies and frameworks.
Culture at Host
Our Board, the Culture and Compensation Committee and other Board committees play a key role in oversight of our
culture, setting the “tone at the top” and holding management accountable for its maintenance of high ethical standards
and effective policies and practices to protect our reputation, hotel properties and business. Our Board and its committees
do this in a number of ways, including by:
ufocusing on the character, integrity, and qualifications of their respective members, and their respective
leadership structures and composition;
uoverseeing management’s identification, measurement, monitoring and control of our material risks,
including compliance risk and conduct risk;
uregularly receiving briefings from senior management on matters relating to compliance and business
conduct risk;
uholding management accountable for the timely escalation of issues for review with the Board and its
committees;
uoverseeing our incentive plan design and governance processes to provide for an appropriate balance of
risk and compensation outcomes;
uoverseeing management in building a culture of recognition and learning to enhance the employee
experience and drive engagement, which is accomplished through the Company's recognition platform,
talent and succession planning initiatives, leadership development programs, Company-wide training
programs and department-specific learning initiatives; and
ureviewing a “Culture Dashboard” on a quarterly basis which includes cultural and engagement initiatives.
33
Corporate Governance and Board Matters | |||
Board and Management Approach to Sustainability
Through a well-established framework and cross-functional Corporate Responsibility Advisory Committee with
representatives from across the organization, the Company continues to incorporate sustainability into its core strategy—
reflecting our belief that sustainability is essential to long-term growth. We also are committed to transparency and report
on our sustainability efforts in an annual Corporate Responsibility Report, which is available on our website at
www.hosthoteIs.com. We have been consistently recognized for our Corporate Responsibility program, and several of our
awards are highlighted in this report.
SUSTAINABILITY OVERSIGHT
The Board recognizes the importance of our sustainability initiatives and the need to provide effective oversight of those
initiatives. Oversight of the Company’s policies, programs and strategies related to corporate, environmental and social
responsibility matters—including climate, human rights, human capital management, sustainability and other
environmental and social topics—is codified in the charter for the Nominating, Governance and Corporate Responsibility
Committee.
The Company’s executive vice president, development, design & construction provides updates to the Committee at every
meeting. On an annual basis, the Corporate Responsibility Core Team presents program updates and progress against
ESG targets to our CEO and the Nominating, Governance and Corporate Responsibility Committee. Additionally, our CEO
chairs the Company’s Capital Expenditure Committee, which approves investments below $10 million, and Investment
Committee, which approves investments over $10 million. These committees meet regularly and ensure sustainability is
integrated into capital planning, including to review and approve significant investments supporting our 2030
environmental targets and responsible investment strategies.
Corporate Responsibility Governance Model | ||||||||||||||
Host’s corporate responsibility governance model is top- down and cross functional. The model is integrated throughout the business and across the ownership lifecycle. | ||||||||||||||
Nominating, Governance and Corporate Responsibility Committee Oversees overarching corporate responsibility strategy - including climate, water, biodiversity, human rights, human capital management and corporate citizenship | ||||||||||||||
BOARD OF DIRECTORS | ||||||||||||||
Audit Committee Oversees cybersecurity and enterprise risk management | ||||||||||||||
PRESIDENT AND CEO | ||||||||||||||
Culture and Compensation Committee Oversees employee engagement and workforce composition | ||||||||||||||
HOST LEADERSHIP TEAM | ||||||||||||||
ESG Executive Steering Committee Reports to Nominating, Governance and Corporate Responsibility Committee | Capital Expenditure Committee Chaired by President and CEO Approves sustainability-integrated investments below $10 million | Investment Committee Chaired by President and CEO Approves sustainability-integrated investments above $10 million | ||||||||||||
CR Core Team Drives strategy with ESG Executive Steering Committee oversight | CR Advisory Committee Cross-functional perspectives to enhance CR strategy | |||||||||||||
34
Corporate Governance and Board Matters | |||
ESG EXECUTIVE STEERING COMMITTEE
The Company’s ESG Executive Steering Committee provides oversight of the Company’s corporate responsibility strategy
and stakeholder engagement. Encompassing our environmental, social, and governance focus areas, the Company’s
executive vice president, development, design & construction serves as the executive sponsor, with the Company’s
executive vice president, general counsel and senior vice president, investor relations also serving on the ESG Executive
Steering Committee.
CORPORATE RESPONSIBILITY CORE TEAM
The Corporate Responsibility Core Team is responsible for the day-to-day management of the Company’s corporate
responsibility strategy and program, including driving progress toward our 2050 vision and achievement of our ESG
targets, investments, reporting and engagement with internal and external stakeholders. Led by the first vice president of
sustainability & resilience, and advised by the senior vice president of engineering and sustainability, the Core Team is
directly responsible for achievement of our ESG-related corporate goals that are outlined in the Company’s annual
business plan. Annual performance compensation includes evaluation of individual contributions toward progress and
achievement of these ESG-related corporate goals.
CORPORATE RESPONSIBILITY ADVISORY COMMITTEE
To support our Board and CEO, the Corporate Responsibility Core Team and ESG Executive Steering Committee
formally engage and convene a cross-functional Corporate Responsibility Advisory Committee representing nearly every
department at the Company. Several Advisory Committee members also serve on the Company’s Capital Expenditure
Committee and Investment Committee.
We have also established distinct responsibilities across the Company’s functional areas to execute on our responsible
investment strategies and contribute to the achievement of our ESG-related corporate goals. These cross-functional
responsibilities include asset-level sustainability assessments, 10-year capital plans, investment decisions, return on
investment validation, project management, utility management and stakeholder and supplier engagement.
35
Corporate Governance and Board Matters | |||
2025 Workforce Composition
The workforce composition data provided below is as of December 31, 2025. | ||
AGE | GENDER | RACE |
The Company is committed to cultivating an environment that supports the development and advancement of all. We are
dedicated to fostering a culture where we listen, learn and act; treat each other as equals; show support and respect to
each other and our partners; and encourage freedom of expression and understanding of differences. We believe that our
employees’ unique viewpoints, a wide range of backgrounds and experiences together lead us to better business
outcomes and help drive our collective success.
36
Corporate Governance and Board Matters | |||
Succession Planning
The Board is actively engaged in executive talent management and succession planning. The Board assesses the skills
needed for senior management positions to ensure they are aligned with the Company's evolving strategic needs. The
Board also reviews the Company’s “people strategy” in support of its business strategy at least annually and receives
regular updates on employee engagement and retention matters. This includes a detailed discussion of the Company’s
leadership bench and succession plans with a focus on key positions at the senior vice president or department head
level. High potential leaders are given exposure and visibility to Board members through formal presentations and informal
events. Beginning in 2024, the Company also launched a structured talent planning process to identify high-potential
employees across the organization, assess skill gaps, and proactively address succession planning to build a robust
pipeline of future leaders.
In addition, under the oversight of the Board, the Company’s CEO succession planning strategies have been successfully
managed and implemented. When seeking a successor CEO, the Board has historically focused on internal candidates,
drawing on the Company’s deep bench strength. The Company’s past three CEOs, over a span of 20 years, have all
come from within the organization. The Company follows the same approach with respect to other senior management
positions. Our chief financial officer, Sourav Ghosh, corporate controller, Joseph Ottinger, and head of asset
management, Michael Rock, were all internal candidates who had each been with the Company for 8 or more years at the
time they were promoted into their new roles. Through a robust annual talent and succession planning exercise, we
continue to build our succession bench through targeted group and individual development for senior leadership roles. As
part of our annual talent planning process, we identify "rising stars" deeper in the organization and consciously invest in
their development to build our talent pipeline.
Political Contributions Policy and Trade Association Memberships
Host engages in policy, not politics. Under the Company’s longstanding policy, Company funds may not be used to
contribute to candidates, political party committees, or political action committees. Company funds also may not be used
to make direct independent expenditures to support or oppose political campaigns, to contribute to “social welfare”
organizations organized under Section 501(c)(4) of the U.S. Internal Revenue Code or organizations organized under
Section 527 of the Internal Revenue Code, or to support ballot measure committees. The Company does not have a
political action committee.
The Company has been recognized as a top company for political transparency and accountability, with the designation as a “Trendsetter" by the Center for Political Accountability Zicklin Index of Corporate Political Disclosure and Accountability. |
The Company believes that participation in the public policy process is an important and essential means of enhancing
stockholder value. To help us achieve this objective, the Company belongs to a number of trade associations (organized
under Section 501(c)(6) of the Internal Revenue Code), which allows us to network, build business skills, advance our
public agenda and related business goals and monitor industry policies and trends. Company participation in trade
associations, including membership on a trade association board, does not mean that the Company agrees with every
position a trade association takes on an issue. In fact, from time to time our positions may differ from those of the trade
associations of which we are members.
The Company makes payments to these associations, including membership fees and dues. Pursuant to the Company’s
Code of Business Conduct and Ethics, the Company’s legal department oversees compliance with the Company’s policy
on political contributions. The Nominating, Governance and Corporate Responsibility Committee discusses the
Company’s political spending policies and disclosures. The chart below lists organizations receiving dues and other
contributions from the Company totaling $25,000 or more between 2025 and 2021. Based on each organization’s records,
we have listed below the portion of Company dues and other amounts that are used by each organization for lobbying.
37
Corporate Governance and Board Matters | |||
TRADE ASSOCIATION MEMBERSHIPS
2025 | 2024 | 2023 | |||||||||
U.S. Trade Association | Company Dues and Contributions | Lobbying % (1) | Company Dues Allocated to Lobbying | Company Dues and Contributions | Lobbying % (1) | Company Dues Allocated to Lobbying | Company Dues and Contributions | Lobbying % (1) | Company Dues Allocated to Lobbying | ||
National Association of Real Estate Investment Trusts | $156,000 | 25 | $39,000 | $155,758 | 22 | $34,267 | $153,723 | 23 | $34,588 | ||
US Travel Association | 80,260 | 67 | 53,774 | 78,400 | 20 | 15,295 | 76,475 | 20 | 15,295 | ||
Real Estate Roundtable | 40,000 | 65 | 26,000 | 40,000 | 65 | 26,000 | 35,000 | 65 | 22,750 | ||
2022 | 2021 | ||||||
U.S. Trade Association | Company Dues and Contributions | Lobbying % (1) | Company Dues Allocated to Lobbying | Company Dues and Contributions | Lobbying % (1) | Company Dues Allocated to Lobbying | |
National Association of Real Estate Investment Trusts | $153,723 | 25 | $38,431 | $140,593 | 25 | $35,148 | |
US Travel Association | 76,375 | 64 | 48,944 | 74,600 | 55 | 41,030 | |
Real Estate Roundtable | 35,000 | 65 | 22,750 | 35,000 | 65 | 22,750 | |
(1)Lobbying percentages obtained from the respective trade association.
Meetings and Committees of the Board
Each quarter, our Board holds two-day meetings. Committee meetings typically occur on the first day before the Board
meeting. In addition to the quarterly meetings, there are other scheduled Board and committee meetings during the year.
The Board met four times in 2025. Each director attended at least 75% of the meetings of the Board and of the
committees on which the director served. Under the Corporate Governance Guidelines, directors are expected to attend
the annual meeting of stockholders, and all directors attended the annual meeting in 2025. Under our Corporate
Governance Guidelines, our independent directors meet in executive session without management and did so after each
quarterly Board meeting in 2025. Mr. Gordon Smith, the Lead Director, presided over the executive sessions of the non-
management directors.
HOST'S BOARD OF DIRECTORS 2025 BY THE NUMBERS
4
meetings
held by the
Board of Directors
4
times
the independent directors
met in executive session
21
meetings
21 total Board and
Committee meetings
100%
attendance
100% of Board members
attended the annual
meeting
held on May 14, 2025
The Board has three standing committees to assist it in carrying out its responsibilities: the Audit Committee, the Culture
and Compensation Committee, and the Nominating, Governance and Corporate Responsibility Committee. The Board
may from time to time appoint other committees as circumstances warrant. Any new committees will have authority and
responsibility as delegated by the Board. The Board has adopted a written charter for each committee, all of which are
available on the Company’s website at www.hosthotels.com. Copies of these charters are also available in print to
stockholders upon request. See “Attendance and Voting Matters—How can I obtain copies of documents referenced in
this proxy statement?” The charters are reviewed and assessed annually by their respective committees and, when
appropriate, changes are recommended to the Board to reflect the evolving roles of the committees. Each committee
38
Corporate Governance and Board Matters | |||
consists entirely of independent directors in accordance with The Nasdaq Stock Market rules. The composition of each
committee, including the designation of committee chairs, is determined annually by the Board, based on
recommendations from the Nominating, Governance and Corporate Responsibility Committee. Assignments to
committees are made based on a combination of factors, including each individual Board member’s expertise and the
needs of the Company. The Board and the Nominating, Governance and Corporate Responsibility Committee consider
rotating chair and committee assignments every three to five years, taking into account, among other considerations, the
benefits of continuity and experience, the desirability of new perspectives and continual education and engagement for
directors, the applicable regulatory and stock exchange requirements, and the appropriate distribution of work. As part of
this rotation of assignments and upon the recommendation of the Nominating, Governance and Corporate Responsibility
Committee, in May 2024, Diana Laing was appointed as chair of the Audit Committee and A. William Stein was appointed
as chair of the Culture and Compensation Committee.
Spotlight on Committee Chair Rotation
Audit Committee Chair Appointment - 2024 - Diana Laing: Ms. Laing brings extensive executive-level finance
experience having served in chief financial officer roles at several public companies. Her deep expertise in
accounting and auditing extends back to the start of her career as an auditor at Arthur Andersen & Co. Her
additional skills in management and operations, corporate governance and risk management, and IT and
cybersecurity make her well-equipped to lead the Audit Committee, and she has significant prior experience serving
on audit committees at other public company boards in related industries.
Culture and Compensation Committee Chair Appointment - 2024 - A. William Stein: Mr. Stein has strong
leadership, corporate governance and executive compensation experience, having previously served as chief
executive officer and a director of Digital Realty Trust. His deep understanding of corporate governance has been
further developed by many years of public company board service, as well as leadership roles at industry and
academic organizations. Mr. Stein's executive compensation skills are further informed by his service as a financial
expert on the Audit Committee and as former chief financial officer of Digital Realty Trust prior to his service as
chief executive officer.
AUDIT | ||
Members & Meetings | Committee Functions | |
Diana M. Laing (Chair) Herman E. Bulls Mary Hogan Preusse Walter C. Rakowich A. William Stein Number of Meetings in 2025: 7 | üAppoints and oversees the independent auditors; üApproves the scope of audits and other services to be performed by the independent and internal auditors; üInterviews, discusses and approves the selection of the lead audit partner of the independent auditor; üReviews and approves in advance the engagement fees of the outside auditor and all non-audit services and related fees, and assesses whether the performance of non-audit services could impair the independence of the independent auditors; üReviews the work and findings of the internal auditors; üReviews the results of internal and external audits, the accounting principles applied in financial reporting, and financial and operational controls; üMeets with the independent auditors, management representatives and internal auditors; üReviews interim financial statements each quarter before the Company files its Quarterly Report on Form 10-Q with the SEC; üReviews audited financial statements each year before the Company files its Annual Report on Form 10-K with the SEC; and üReviews risk exposures and management policies. | |
39
Corporate Governance and Board Matters | |||
Each member of the Audit Committee, in the business judgment of the Board, meets the qualifications (including
independence) and financial expertise requirements of The Nasdaq Stock Market and qualifies as an “audit committee
financial expert” within the meaning of SEC rules. Our independent and internal auditors have unrestricted access to the
Audit Committee. The Report of the Audit Committee appears later in this proxy statement.
NOMINATING, GOVERNANCE AND CORPORATE RESPONSIBILITY | ||
Members & Meetings | Committee Functions | |
Gordon H. Smith (Chair) Mary L. Baglivo Herman E. Bulls Diana M. Laing Walter C. Rakowich Number of Meetings in 2025: 4 | üMakes recommendations to the Board on corporate governance matters and is responsible for keeping abreast of corporate governance developments; üOversees the annual evaluation of the Board, its committees and, in conjunction with the Culture and Compensation Committee, the annual evaluation of management; üReviews periodically the compensation and benefits of non-employee directors and makes recommendations to the Board or the Culture and Compensation Committee of any modifications; üReviews the composition—in terms of independence, experience, expertise, skills, time commitments, and special knowledge—and tenure of the Board and recommends the nomination of Board members and addition of new members, as appropriate; üOversees the Company’s policies, programs and strategies related to environmental stewardship, responsible investment, social responsibility, corporate citizenship, human rights, human capital management and other social and public matters of significance to the Company; and üFulfills an advisory function with respect to a range of matters affecting the Board and its committees, including making recommendations with respect to: ■selection and rotation of committee chairs and committee assignments; and ■implementation, compliance and enhancements to the Company’s Code of Business Conduct and Ethics and Corporate Governance Guidelines. | |
CULTURE AND COMPENSATION | ||
Members & Meetings | Committee Functions | |
A. William Stein (Chair) Mary L. Baglivo Mary Hogan Preusse Gordon H. Smith Number of Meetings in 2025: 6 | üOversees compensation policies, plans and benefits for the Company’s employees; üApproves the goals, objectives and total target compensation of the CEO and other executive officers of the Company and approves compensation for department heads and above; üAdvises our Board on the adoption of policies that govern the Company’s annual compensation and equity-based plans; üReviews and approves the Company’s goals and objectives relevant to the compensation of the CEO and evaluates the CEO’s performance in light of those goals and objectives; üReviews and advises the Board on compensation trends and peer group practices; üReviews and discusses with the full Board the Company’s succession plans relating to the CEO and other senior management; üReviews periodic reports from management on matters relating to the Company’s personnel appointments and practices and employee engagement surveys; and üReviews a “Culture Dashboard” on a quarterly basis, which includes the demographics of the Company’s workforce and cultural initiatives. | |
40
Corporate Governance and Board Matters | |||
Process for Selecting Directors
The Nominating, Governance and Corporate
Responsibility Committee screens candidates and
recommends candidates for nomination by the full
Board. The Committee assesses board size as part of
the annual nomination process. Part of that assessment
takes into account current Board composition, feedback
on Board self-evaluations, board size of peer
companies, and investor feedback on the Company’s
corporate governance structures. The Board currently
believes that an appropriate size is eight to eleven
members, allowing, however, for changing
circumstances that may warrant a higher or lower
number. For the 2026 annual meeting, nine director
nominees are nominated, and the Board continues to be
engaged in ongoing refreshment efforts. One new
director was added in each of 2021 and 2022. The
Committee considers director candidates recommended
by members of the Committee, other directors, third-
party search firms, management and stockholders (as
discussed below).
As part of the annual nomination process, the Board
assesses the current mix of director skills and identifies
the skills and qualifications that the Board may consider
as it evaluates director candidates to ensure that they
are aligned with the Company's evolving strategic
needs. The Board has previously engaged an
independent third-party firm to assist in evaluating board
composition. The Board seeks a complementary mix of
individuals with a wide range of backgrounds and skills
reflecting the broad set of challenges that the Board and
Company confront.
HOW WE BUILD A BOARD THAT IS RIGHT FOR HOST | |||
The Board continuously identifies potential director candidates in anticipation of retirements, resignations, or the need for additional capabilities. The graphic below describes the ongoing process of the Nominating, Governance and Corporate Responsibility Committee to identify highly qualified candidates for Board service. | |||
Consider current Board skill sets and needs Ensure Board is strong in core competencies of strategic oversight, corporate governance, and leadership and has diversity of expertise, perspective and background | |||
Consider qualified candidates Looking for exceptional candidates who possess integrity, independent judgment, broad business experience, a range of backgrounds and skill sets to meet existing or future business needs | |||
Check conflicts of interest and independence All candidates are screened for conflicts of interest, and all directors candidates are evaluated for independence | |||
Nominating, Governance and Corporate Responsibility Committee Considers shortlisted candidates; after deliberations, Committee recommends candidates for election to the Board | |||
Full Board of Directors Dialogue and decision to appoint or nominate a new director candidate for election | |||
Outcome Added five highly qualified directors since 2017 who bring the following skills and traits to our Board: | |||
▪Public company CEO ▪Financial and accounting expertise ▪Executive leadership ▪IT/Cybersecurity experience | ▪Real estate and REIT knowledge ▪ESG experience ▪Financial and capital markets expertise ▪Risk management expertise | ||
41
Corporate Governance and Board Matters | |||
Stockholder Nominations and Recommendation of Director Candidates
The Committee considers any written suggestions of stockholders for director nominees. The recommendation must
include the name and address of the candidate, a brief biographical description and a description of the person’s
qualifications. Recommendations should be mailed to: Host Hotels & Resorts, Inc., 4747 Bethesda Avenue, Suite 1300,
Bethesda, MD 20814, Attn: Secretary.
In addition, we amended our Bylaws in 2016 to permit a stockholder (or group of up to 20 stockholders) who has owned at
least 3% of our outstanding common stock continuously for at least three years as of the date of the notice of nomination,
and continues to own the required 3% through the date of the annual meeting, to submit director nominees for the greater
of two individuals or 20% of the Board for inclusion in our proxy statement if the stockholder(s) and nominee(s) meet the
requirements of the Bylaws.
Stockholders who would like to nominate a candidate for director for inclusion in the Company’s proxy statement, or who
would like to nominate a director candidate that is not intended to be included in the Company’s proxy statement must in
each case comply with the requirements described in this proxy statement and the Company’s Bylaws. See “Stockholder
Proposals for our Next Annual Meeting.”
Director Orientation and Continuing Education
Each new director receives an orientation that consists of briefings provided by Company officers on our business and
strategic plans; significant financial, accounting and risk-management matters; culture, core values and behaviors,
including ethics; compliance programs; corporate governance practices; corporate responsibility initiatives; and other key
policies and practices. New directors also receive briefings on the responsibilities and duties of the committees on which
they will initially serve.
Continuing education opportunities and tours of our hotels are provided to keep directors updated with information about
the Company and its hotels, operators, and strategy. Board members are encouraged to visit Company hotels to further
enhance their understanding of the Company’s business and strategy and to see firsthand return on investment projects,
comprehensive hotel renovations and new hotel assets. These opportunities also support directors' abilities to effectively
oversee evolving challenges and concepts that the Company may face. In addition, all directors are encouraged to attend,
at our expense, director continuing education programs sponsored by governance organizations and other institutions.
Annual Performance Assessment
The Board conducts a self-assessment of Board and committee performance and effectiveness on an annual basis. The
self-assessment helps the Nominating, Governance and Corporate Responsibility Committee to track progress in certain
areas targeted for improvement from year-to-year and to identify ways to enhance the Board’s and its committees’
effectiveness. The evaluation process includes the following:
Annual Written Questionnaire | Review of Questionnaire Responses | |||||||||
Questions to solicit candid feedback. Topics covered include: | The full Board reviews the results of the evaluations in executive session. The discussion is led by the Independent Lead Director. | Apart from the annual discussion, an executive session is scheduled at each regular meeting and any feedback from the independent directors is communicated to the Chairman by the Independent Lead Director. | ||||||||
•Board meeting content, conduct, and format •Board culture •Board leadership structure •Board oversight of and accessibility to management | •Board composition, including potential skills gaps for identifying board candidates •The structure, membership and effectiveness of committees •Individual director engagement and performance | |||||||||
42
Proposal Two | |||
PROPOSAL 2 | Ratification of Appointment of Independent Registered Public Accountants •Independent firm with few ancillary services and reasonable fees. •Significant real estate investment trust financial reporting expertise. •Deep expertise regarding the Company's complex operations, accounting policies and practices. | |||||
The board recommends a vote FOR ratification of KPMG LLP for 2026 | ||||||
The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the
independent registered public accountants retained to audit the Company’s financial statements. The Audit Committee
has unanimously approved and voted to recommend that the stockholders ratify the appointment of KPMG LLP as
independent registered public accountants of the Company for 2026.
KPMG LLP has been retained as the Company’s independent registered public accountant since 2002. In determining
whether to reappoint the independent accountant, the Audit Committee considers several factors including:
uthe length of time the firm has been engaged;
uthe firm’s independence and integrity;
uthe quality of the discussions with the independent accountant and the Audit Committee’s annual
assessment of the past performance of both the lead audit partner and KPMG;
udata relating to audit quality and performance; and
uthe appropriateness of KPMG’s fees.
Considerations leading to the retention of KPMG included its strong capability and expertise within our industry and the
benefits gained from KPMG’s institutional knowledge and deep expertise regarding the Company’s complex operations,
accounting policies and practices, and internal control over financial reporting. Another factor included the expertise of the
lead audit partner, a senior partner with significant experience in the lodging and REIT industry. A new lead audit partner
is designated at least every five years as required by the SEC to ensure continued independence and to provide a fresh
perspective. The term of the current lead audit partner began in 2023. The Audit Committee and its Chair were directly
involved in the selection of the new lead audit partner. In addition, the Audit Committee reviewed and discussed the
results of the firm’s reports on its quality controls and external assessments, including the results of inspections conducted
by the Public Company Accounting Oversight Board (PCAOB).
The Audit Committee is also responsible for the negotiation of audit fees associated with the Company’s retention of
KPMG LLP and set forth below are KPMG’s fees for 2025 and 2024. The Audit Committee believes these fees are
reasonable and competitive.
The Audit Committee also has a long-standing policy regarding its pre-approval of all audit and permissible non-audit
services provided by the independent registered public accountant, which is summarized below, as part of the controls
and processes that help ensure KPMG’s continued independence.
Although ratification is not required by our Bylaws, the Board is submitting the selection of KPMG LLP to our stockholders
for ratification as a matter of good corporate practice. Representatives of KPMG LLP will be at the annual meeting and will
be given the opportunity to make a statement, if they desire to do so, and to respond to questions. If the selection is not
ratified, the Audit Committee will consider whether it is appropriate to select another independent registered public
43
Proposal Two | |||
accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different public
accounting firm at any time during the year if it determines that such a change would be in the best interests of the
Company.
The Board of Directors unanimously recommends a vote FOR ratification of the appointment of KPMG LLP as
independent registered public accountants of the Company for 2026.
Principal Accountant Fees and Services
The Company was billed the following amounts for professional services by KPMG LLP, its independent registered public
accountants, for 2025 and 2024:
2025 | 2024 | ||
Audit Fees(1) | $2,627,500 | $2,714,950 | |
Audit-Related Fees (2) | 86,000 | 134,500 | |
Audit and Audit-Related Fees | 2,713,500 | 2,849,450 | |
Tax Fees (3) | 26,461 | 35,800 | |
All Other Fees | — | — | |
Total Fees | $2,739,961 | $2,885,250 |
(1)Audit fees consisted of fees for the audits of the Company’s and Host Hotels & Resorts, L.P.’s annual consolidated financial
statements, the audit of the Company’s internal control over financial reporting, reviews of the Company’s and Host Hotels &
Resorts, L.P.’s quarterly condensed consolidated financial statements, audits of certain subsidiaries, reviews of SEC registration
statements and other filings, comfort letters and consents, audit procedures related to acquisitions and dispositions, and accounting
and reporting consultations.
(2)Audit-related fees consisted of fees for the audits of financial statements of our employee benefit plan and attestations regarding the
Company’s issuance of green bonds.
(3)Tax fees consisted of fees for tax consultation and tax compliance services.
The Audit Committee concluded that the provision of audit-related services and tax services is compatible with
maintaining the independence of KPMG LLP.
Pre-Approval Policy for Services of Independent Registered Public
Accountants
All services performed by KPMG LLP were pre-approved by the Audit Committee in accordance with its 2025 pre-
approval policy. The policy describes the audit, audit-related, tax and other services permitted to be performed by the
independent registered public accountants, subject to the Audit Committee’s prior approval of the services and fees. On
an annual basis, the Audit Committee will review and provide pre-approval for certain types of services (and
corresponding cost levels) that may be provided by the independent registered public accountants under this general pre-
approval without obtaining specific pre-approval from the Audit Committee. Services performed by KPMG LLP under this
general annual pre-approval are communicated on a timely basis to the Audit Committee. If a type of service to be
provided is not within the scope of the general pre-approval, it will require specific pre-approval by the Audit Committee.
Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require separate pre-approval
by the Committee.
The Audit Committee has designated the Corporate Controller to monitor the performance of all services provided by the
independent registered public accountants and to determine whether such services are in compliance with the pre-
approval policy.
44
Proposal Two | |||
Policy for Hiring Members of the Audit Engagement Team
The Audit Committee adopted a policy regarding the hiring of audit engagement team members to address the potential
for impairment of auditor independence when partners and other members of the audit engagement team accept
employment with the Company. Under the policy, the Company may not hire into a financial reporting oversight role any
individuals who were members of the Company’s audit engagement team for the prior year. Exceptions to the one-year
“cooling off” period include, among others, persons who provided less than 10 hours of audit services and individuals
whose employment resulted from an emergency or other unusual situation. In all such cases, the Audit Committee must
determine that the relationship is in the best interests of the Company. In addition, the Company may not appoint a
director who is affiliated with or employed by a present or former auditor of the Company until three years after the
affiliation or auditing relationship has ended.
Other Company Accountants and Auditors
The Company has engaged Ernst & Young LLP for tax consultation and tax compliance services and
PricewaterhouseCoopers LLP as the Company’s internal auditors. PricewaterhouseCoopers LLP reports to the Audit
Committee and the purpose of the internal audit program is to provide the Audit Committee and Company management
with ongoing assessments of the Company’s risk management processes and to review the effectiveness and design of
internal controls at our properties and the Company’s corporate office.
45
Proposal Two | |||
Report of the Audit Committee To Our Stockholders: The Audit Committee serves as the representative of the Board of Directors for general oversight of the Company’s financial accounting and reporting, system of internal control and audit processes. Management of the Company has responsibility for preparing the Company’s financial statements, as well as for the Company’s financial reporting process and internal controls. KPMG LLP, acting as independent registered public accounting firm, is responsible for performing an independent audit of the Company’s financial statements and internal control over financial reporting and for expressing an opinion on the conformity of the Company’s financial statements with U.S. generally accepted accounting principles and the effectiveness of the Company’s internal control over financial reporting. PricewaterhouseCoopers, LLP, acting as non-independent registered public accountants in its performance as the Company’s internal auditor, is responsible for assisting the Company’s review of the effectiveness of its internal control over financial reporting. The Audit Committee is responsible for monitoring and overseeing these processes. The Audit Committee members are not professional accountants or auditors, and the Audit Committee’s functions are not intended to duplicate or certify the activities of management and the independent registered public accounting firm. In this context, the Audit Committee has: ureviewed and discussed with management the audited financial statements for each of the Company and Host Hotels & Resorts, L.P. for the year ended December 31, 2025, including discussions of the quality, not merely the acceptability, of the Company’s accounting principles, the reasonableness of significant estimates and judgments, and the clarity of disclosure in the Company’s financial statements; udiscussed with both the Company’s internal and independent registered public accounting firms the overall scope for their respective audits and the results of their examinations, the evaluations of the Company’s internal control over financial reporting, and the overall quality of the Company’s financial reporting; udiscussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the U.S. Securities and Exchange Commission; ureceived the written disclosures and the letter from the independent registered public accountants required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence; and udiscussed with KPMG LLP their independence from the Company and its management, including the compatibility of non-audit services, if any, with maintaining their independence. Based on the reviews, reports and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board of Directors has approved, that the audited financial statements be included in the Annual Report on Form 10-K of the Company and Host Hotels & Resorts, L.P. for the year ended December 31, 2025. The Annual Report on Form 10-K was filed with the Securities and Exchange Commission on February 25, 2026. The Audit Committee Diana M. Laing, Chair Herman E. Bulls Mary Hogan Preusse Walter C. Rakowich A. William Stein |
46
PROPOSAL 3 | Advisory Resolution To Approve Executive Compensation •Independent oversight by the Culture and Compensation Committee with the assistance of an independent consultant. •Compensation programs emphasize variable pay tied to performance. •Compensation programs are working effectively, aligning executive incentives with stockholder results. | |||||
The Board recommends a vote FOR this proposal | ||||||
The Dodd-Frank Wall Street Reform and Consumer Protection Act requires that the Company seek a non-binding
advisory vote from its stockholders to approve executive compensation. Since the required vote is advisory, the result of
the vote is not binding upon the Company or the Board.
We urge stockholders to read the “Compensation Discussion and Analysis,” which describes how our executive
compensation policies operate and how they are designed to achieve our compensation objectives, as well as the
Summary Compensation Table and related compensation tables and narrative which provide detailed information on the
compensation of our named executive officers. Our executive compensation program is designed to provide the
opportunity to earn a competitive level of compensation necessary to attract, motivate and retain talented and experienced
executives and to motivate them to achieve short-term and long-term corporate goals that enhance stockholder value.
Highlights of the Company’s compensation program include the following:
uas an executive officer’s responsibility and ability to affect the financial results of the Company increases, the
portion of his or her total compensation “at-risk” increases;
uannual cash incentive program is 100% performance-based and tied primarily to achievement of predetermined
corporate financial measures and, secondarily, to individual performance in support of the Company’s annual
business plan;
ulong-term incentive program that is predominately performance-based and tied to the achievement of corporate
financial performance based on Adjusted EBITDAre as well as relative stockholder return. The performance-
based portion of our long-term incentive program is 100% based on quantitative metrics; and
uthe Culture and Compensation Committee regularly assesses the Company’s individual and total compensation
programs against peer companies, the general marketplace and other industry data, and the Committee engages
an independent consultant to independently review key aspects of our executive compensation program
annually.
The Culture and Compensation Committee and the Board believe that our existing compensation programs and oversight
continue to effectively implement our compensation philosophy, and have been effective at incentivizing the achievement
of the Company’s strong financial performance.
For the reasons stated above, the Board of Directors unanimously recommends a vote “FOR” approval of the
following resolution:
“RESOLVED, that the stockholders of the Company approve, on an advisory basis, the compensation of the Company’s
named executive officers, as described in the Compensation Discussion and Analysis and in the tabular disclosure
regarding named executive officer compensation (together with the accompanying narrative disclosure) in this proxy
statement.”
47
Proposal Three | |||
EFFECT OF PROPOSAL
This advisory resolution to approve named executive officer compensation, commonly referred to as a “say-on-pay”
resolution, is non-binding on the Board of Directors. The approval or disapproval of this proposal by stockholders will not
require the Board, the Culture and Compensation Committee or the Company to take any action regarding the Company’s
executive compensation practices. Although non-binding, the Board and the Culture and Compensation Committee will
carefully review and consider the voting results when evaluating our future executive compensation program.
48
Compensation Discussion and Analysis
This Compensation Discussion and Analysis (CD&A) provides you with information on the Company’s executive
compensation program and practices, and the decisions that the Culture and Compensation Committee of the Board of
Directors has made under the program. The CD&A focuses on our named executive officers for 2025, who were:
James F. Risoleo Sourav Ghosh Nathan S. Tyrrell Michael E. Lentz Julie P. Aslaksen | President and Chief Executive Officer Executive Vice President, Chief Financial Officer Executive Vice President, Chief Investment Officer Executive Vice President, Development, Design & Construction Executive Vice President, General Counsel & Secretary |
CD&A Table of Contents
2025 COMPANY PERFORMANCE HIGHLIGHTS ........................................................................................................... | 48 |
OUR COMPENSATION PROGRAM ................................................................................................................................... | 50 |
Elements of Our Program ...................................................................................................................................................... | 50 |
Best Practices .......................................................................................................................................................................... | 53 |
Results of 2025 Advisory Vote & Stockholder Engagement ............................................................................................ | 53 |
Process for Setting Target Compensation for 2026 ........................................................................................................... | 54 |
2025 COMPENSATION ......................................................................................................................................................... | 54 |
Salary ......................................................................................................................................................................................... | 55 |
Annual Cash Incentive ............................................................................................................................................................ | 55 |
Long-Term Incentives ............................................................................................................................................................. | 62 |
ROLE OF THE CULTURE AND COMPENSATION COMMITTEE, MARKET DATA AND PEER GROUP ........... | 67 |
ROLE OF THE COMPENSATION CONSULTANT ........................................................................................................... | 68 |
CULTURE AND COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION ...................... | 68 |
RISK CONSIDERATIONS ..................................................................................................................................................... | 68 |
ADDITIONAL POLICIES AND BENEFITS ......................................................................................................................... | 69 |
2025 Company Performance Highlights
Over the course of 2025, we delivered operational improvements, and we continued to successfully recycle and allocate
capital through dispositions, reinvestment in our portfolio, share repurchases, and dividends. We sold two hotels for
approximately $237 million. In addition, we significantly reinvested in our portfolio through capital expenditures and
resiliency investments, and we returned capital to our stockholders in the form of dividends and share repurchases. We
also maintained our investment grade balance sheet and well-laddered maturity schedule while continuing to position the
Company to take advantage of potential opportunities in the future.
49
Compensation Discussion and Analysis | |||
Select performance highlights for 2025 include:
uOperational Improvements: We delivered operational improvements across our portfolio, driven by
increases in room rates, leading to a comparable hotel RevPAR increase of 3.8% year-over-year. The
Company's 2025 comparable hotel RevPAR growth exceeded the growth rate for the U.S. upper tier industry
by 2.0 percentage points. Comparable hotel total RevPAR also increased 4.2% year-over-year due to the
improvements in room rates coupled with increases in food and beverage revenues as well as an increase in
other revenues from ancillary spending.
uDispositions: We sold The Westin Cincinnati and the Washington Marriott at Metro Center in separate
transactions for approximately $237 million.
uReinvestment in Our Portfolio: In 2025, we invested $644 million in capital expenditures and resiliency
investments at our properties and made additional progress on the Hyatt Transformational Capital Program,
a three-to-four-year comprehensive renovation program at six of our Hyatt properties that will target returns
through enhanced owner's priority and market share gains. We also agreed to a second capital reinvestment
program with Marriott International at four additional properties, and made progress on the residential
condominium development adjacent to the Four Seasons Resort Orlando at Walt Disney World® Resort by
completing construction of the mid-rise building. As of March 1, 2026, we had 28 of the 40 condominium
units either sold or under contract.
uInvestment Grade Balance Sheet and Well-Laddered Maturity Schedule: We issued $900 million of
senior notes through two separate underwritten public offerings and used the proceeds to redeem $500
million of Series E senior notes due in June 2025 and $400 million of Series F senior notes due in February
2026.
uCapital Returned to Stockholders: Total dividends declared for the year were $0.95 per share, for a total
distribution of $654 million and a dividend yield of 5.4% based on the Company's closing stock price of
$17.73 as of December 31, 2025. We also repurchased $205 million of common stock at an average price of
$15.68 per share.
uCorporate Responsibility Leadership: In 2025, we continued our investments in ESG initiatives,
maintaining our position as a global sustainability leader. We achieved six new LEED® certifications,
resulting in a total of 24 properties with LEED® certification in 2025, including five LEED Gold® hotels plus
our corporate headquarters in Bethesda, Maryland. We also fully allocated the remaining funds from our
Series J green bond to support investments in sustainable projects and green building certifications. We
made progress toward our 2030 environmental and social targets, which serve as the roadmap to achieving
the Company's net positive vision. We were once again included among the world’s most sustainable
companies in S&P Global’s Sustainability Yearbook and were named the winner of NAREIT's 2026 Leader
in the Light award for operations for large capitalization real estate investment trusts in recognition of our
sustainability practices. Additionally, we advanced our social initiatives with continued investments in
employee engagement, learning and development and health and well-being initiatives, as well as
community partnerships and community resilience.
uStockholder Engagement: In 2025, our investor relations team engaged with 194 institutional investment
management firms, representing 67% of the shares held by the Company's top 100 active stockholders. In
addition, over the course of the year, we continued our ESG-focused stockholder engagement program,
reaching out to 21 investors representing approximately 77% of our outstanding shares and ultimately
engaging with 12 investors representing approximately 54% of our stockholder base. Our cross-functional
senior leadership team, which includes members of our Legal, Human Resources, Corporate Responsibility,
Development, Design & Construction, and Investor Relations functions, supported these engagement
efforts. Through this productive engagement process, we gained a clearer understanding of issues that are
important to stockholders and provided them with greater transparency into our business, ESG initiatives
and practices, and approach to executive compensation, including our compensation program's overall
structure and design. For a more detailed summary of this discussion, please see the "Corporate
Governance and Board Matters—Stockholder Outreach and Engagement" section in this proxy statement.
50
Compensation Discussion and Analysis | |||
For more complete information about our 2025 performance, please review the Company’s Annual Report on Form 10-K
included in our mailing to stockholders. For more information on our Corporate Responsibility program, please refer to our
2025 Corporate Responsibility Report which is available on our website at www.hosthotels.com.
Our Compensation Program
The Culture and Compensation Committee oversees all our compensation policies and practices. The Committee reviews
compensation levels, trends and practices every year and has retained an independent compensation consultant, Pay
Governance, to assist in its review. The Committee annually approves the design and structure of our executive
compensation program, which provides for flexibility in light of evolving market dynamics and stockholder feedback. Our
long-standing compensation philosophy, which has supported our business and talent needs over the past decade and
the various economic cycles we have experienced, consists of the following principles:
Foster a strong relationship between stockholder interests and executive compensation | Provide annual and long-term incentives that emphasize performance-based compensation | Provide overall levels of compensation that attract, retain and motivate talented executives | ||
ELEMENTS OF OUR PROGRAM
Our compensation program has three key elements:
uBase Salary which is the only component of compensation that is fixed;
uAnnual Cash Incentive that is fully performance based; and
uLong-Term Incentive which is equity compensation denominated in performance-based and time-based
restricted stock units.
The mix of target total direct compensation for 2025 for our CEO and the average of our other named executives is shown
in the charts below. Importantly, our compensation program seeks to maximize the alignment between stockholder results
and executive compensation by emphasizing variable pay tied to performance, with the majority of the opportunity based
on annual and long-term incentive compensation. Our compensation strategy, with significant pay at-risk, supports the
drivers of the Company's performance by motivating executives to execute on our long-term strategic priorities.
Performance-based pay for 2025 accounted for 61% of target total direct compensation for our CEO and averaged 58%
for our other named executive officers.
CHIEF EXECUTIVE OFFICER
ANNUAL CASH INCENTIVE
(PERFORMANCE- BASED)
15%
BASE SALARY
19%
BASE SALARY
8%
AVERAGE OF OTHER NAMED EXECUTIVE OFFICERS
ANNUAL CASH INCENTIVE
(PERFORMANCE-BASED)
22%
VARIABLE PAY
92%
VARIABLE PAY
81%
LONG-TERM
EQUITY INCENTIVE
(TIME-BASED)
31%
LONG-TERM
EQUITY INCENTIVE
(PERFORMANCE-
BASED)
46%
LONG-TERM
EQUITY INCENTIVE
(TIME-BASED)
23%
LONG-TERM
EQUITY INCENTIVE
(PERFORMANCE-
BASED)
36%
51
Compensation Discussion and Analysis | |||
As the Committee evaluated the Company’s executive compensation program design for 2025, it remained focused on
promoting both annual and long-term value creation and incentivizing performance with the goal of achieving continued
year-over-year improvements in operations. The Committee believes our annual cash incentive program, which is fully
performance-based, achieves this purpose by emphasizing performance against key Company financial metrics as well as
individual contributions towards fulfilling the Company's business plan. The Committee believes that our long-term
incentive program also effectively serves this purpose by emphasizing long-term value creation and aligning the executive
team’s compensation with Company performance and stockholder outcomes over the long-term. There were no changes
to the design of the annual or long-term incentive programs for 2025 and we continue to engage regularly with our
stockholders to confirm their support for the design of the program. The last redesign of the program occurred in 2021 in
response to stockholder feedback.
The following table summarizes the key elements of target direct compensation for our 2025 executive compensation
program. Our incentives are designed to drive overall corporate performance, achieve strategic goals, and focus individual
performance using measures that correlate to stockholder value. As illustrated in the table, we tie our executive
compensation program to our long-term business strategy by keeping our executive officers focused on, and rewarding
them for, their execution of our strategy in support of both overall annual and long-term Company performance goals.
52
Compensation Discussion and Analysis | |||
HOW WE PAY AND WHY:
SUMMARY OF 2025 EXECUTIVE COMPENSATION PROGRAM DESIGN
CASH COMPENSATION | EQUITY COMPENSATION | ||||||||||
Base Salary | Annual Cash Incentive Awards | Performance-Based Long-Term Incentive Awards | Time-Based Long-Term Incentive Awards | ||||||||
Key Characteristics | üFixed compensation component payable in cash. üOnly component of compensation that is fixed. üReviewed annually and adjusted when appropriate. | üAt-risk compensation component payable annually in cash. üAmount payable is based on actual performance against annually established goals. | ü60% of the value of equity awards is performance-based. üHalf of the performance- based award is eligible to vest at the end of three years based on Adjusted EBITDAre performance. üThe remaining half of the performance-based award is eligible to vest at the end of three years based on relative TSR performance. | ü40% of the value of equity awards is time- based. üGranted as RSUs that vest in annual installments over three years. | |||||||
Why We Pay This Element and How it Incentivizes Execution of Our Strategy | üProvide a base level of competitive cash compensation for executive talent. | üMotivate and reward executives for performance based on the Company’s achievement of key financial measures and individual performance, determined by each executive’s contribution to achieving the Company’s annual business plan. | üMotivate and reward executives for performance on key measures. üAlign the interests of executives with long-term stockholder value. üMeasures collective success at achieving pre-determined goals that drive stockholder value. | üAlign the interests of executives with long- term stockholder value. üRetain executive talent. | |||||||
How We Determine Amount | üExperience, job scope, market data, and individual performance. üSalaries of the named executive officers and department heads are approved by the Culture and Compensation Committee. | üFormulaic determination with a limit on the maximum amount payable. | üTarget awards are based on job scope, market data, and individual performance. üAmount of the awards that ultimately vest is capped. | üTarget awards are based on job scope, market data, and individual performance. | |||||||
53
Compensation Discussion and Analysis | |||
BEST PRACTICES
Our compensation program for 2025 continues to incorporate our best practices. We believe our executive compensation
practices drive performance and serve our stockholders’ long-term interests. We avoid certain practices that do not serve
these goals or further our stockholders’ interests.
WHAT WE DO | WHAT WE DON’T DO | |||
üCulture and Compensation Committee comprised solely of independent directors; üStock ownership and retention requirements for senior management and directors; üRegular reviews of our compensation and relative TSR peer group; üRegular briefings from the independent consultant regarding key trends in executive compensation and regulatory developments; üAn annual review of the performance of the chief executive officer; üMarket-aligned severance policy for executives with a double trigger for any change-in-control payments under the plan; üPolicies authorizing recoupment of compensation that results from a misstatement of financial results; üLimited perquisites; üThe majority of total compensation is tied to performance; üCap on amounts earned under our performance-based compensation awards; üAn independent compensation consultant retained exclusively by the Committee, which has no ties to the Company; and üAnnual advisory vote on executive compensation. | XNo employment contracts with executive officers; X No individual change-in-control agreements; X No tax gross-up on change in control payments or severance payments; X No pledging, hedging, derivatives trading or short sales of Company securities by directors, officers or employees; X No pension plans or supplemental executive retirement plans; X No dividends paid on unvested restricted stock or restricted stock unit awards unless the awards actually vest; X No counting of unvested performance restricted stock units toward our stock ownership guidelines; X No grants of stock options since 2016; and X No option repricing without stockholder approval. |
RESULTS OF 2025 ADVISORY VOTE & STOCKHOLDER ENGAGEMENT
Each year, the Culture and Compensation Committee considers the outcome of the stockholder advisory vote on
executive compensation when making decisions relating to the compensation of the named executive officers and our
executive compensation program design, structure and policies.
Stockholders continued their significant support for our
executive compensation program with approximately 88%
of the votes cast for approval of the “say-on-pay” proposal
at the 2025 Annual Meeting of Stockholders. In addition,
our equity plan was approved by stockholders with 94% of
the votes cast in favor of the new plan at our 2024 Annual
Meeting of Stockholders. The Committee believes that
last year’s voting results conveyed our stockholders’
support for the design changes made to our
compensation programs in recent years and that last
year’s voting results, together with our historical approval
rates, conveyed our stockholders’ continued support of
the philosophy, design and structure of our executive
compensation program.
Strong support for our executive compensation
program at our 2025 Annual Stockholders'
Meeting
54
Compensation Discussion and Analysis | |||
In addition to the outcome of the stockholder advisory vote, the Committee also considers perspectives shared through
our regular stockholder engagement in considering the design of the Company’s compensation program. A discussion of
how the Company conducts stockholder outreach and a summary of the results of this program for 2025 is summarized in
“Corporate Governance and Board Matters—Stockholder Outreach and Engagement” in this proxy statement. Specifically
on executive compensation and our use of equity, feedback was overwhelmingly positive, with stockholders primarily
asking clarifying questions regarding our target setting process and the metrics used in our program. As a result of
broader feedback received from this engagement, we continued to demonstrate progress on our capital allocation efforts,
enhanced our ESG disclosure and provided additional information on sustainability-related projects and projects to
improve the resiliency of our properties, and provided visibility into achieving the Company’s 2050 Corporate
Responsibility vision to become a net positive company.
PROCESS FOR SETTING TARGET COMPENSATION FOR 2025
The Culture and Compensation Committee annually reviews and approves total target direct compensation for senior
executives. This consists of a salary, an annual cash incentive based on the target level of performance, an award of
performance-based restricted stock units valued based on the target level of performance and an award of time-based
restricted stock units that vest over three years. When approving total target compensation for senior executives, the
Committee reviews tally sheets that detail the various elements of compensation for each executive officer. These tally
sheets are used to evaluate the appropriateness of the total compensation package, to compare each executive officer’s
total compensation opportunity and to ensure that the compensation appropriately reflects the compensation program’s
focus on pay for performance.
In addition to the tally sheets, data from three additional sources provided by Pay Governance, the Committee's
independent consultant, were used by the Committee to provide context in setting total target compensation for senior
executives: (1) pay data reported in 2024 proxy filings for peer companies, the primary data source used in establishing
target compensation for the named executive officers, (2) 2024 general industry survey data of companies for non-real
estate specific functions, size adjusted based on revenues, and (3) 2024 McLagan survey data focused on companies of
similar size in terms of total capitalization. For more information on these data sources, the specific peer companies used
and the Committee’s benchmarking process, see “Role of the Culture and Compensation Committee, Market Data and
Peer Group” in this CD&A.
The Committee used these data sources as a reference point to inform its establishment of compensation levels but did
not target a specific compensation level relative to the data sources for any named executive officers or other senior
executive officers. The Committee determined the size of each individual’s target compensation for 2025 based on each
officer’s responsibilities and expected contributions.
Target compensation for each component of the 2025 compensation program is set forth below for each named executive
officer in the “2025 Compensation” section that follows.
Determining 2025 Compensation
The Committee considered the following overarching principles in arriving at its 2025 compensation decisions:
uListen to and Align with Stockholders: Carefully consider the feedback provided by stockholders during
management’s extensive ESG-focused stockholder engagement initiative and make compensation decisions
that are responsive to their views and appropriately aligned with their interests. Stockholder feedback was
considered in the decision to ultimately redesign the performance-based portion of the Company’s long-term
incentive program, beginning in 2022, to be based 100% on quantitative goals with full three-year cliff
vesting. Since then, stockholder feedback has been generally supportive of the new program and our 2025
performance-based long-term incentive program continues to follow this design.
uEstablish Appropriate Performance Measures: Take a holistic approach to goal setting and its
implications for compensation. Review all metrics used in the program and make changes where appropriate
to focus on value creation, while still retaining and strengthening the program’s use of objective, quantitative
metrics to evaluate performance.
55
Compensation Discussion and Analysis | |||
uRecognize Strong Performance and Leadership: Reward strong leadership, creative thinking, agility and
successful execution of the Company’s business plan, including: delivering strong operational improvements
and allocating capital through multiple means including acquisitions, reinvestments in our hotels, dividends
and share repurchases.
uConsider the Efforts of All Employees: Ensure that the Committee’s executive compensation decisions
are consistent with compensation decisions for employees at all levels within the Company.
uEvaluate Executive Performance on an Individual Basis: Ensure that executives are evaluated on an
individual basis, rather than taking a one-size-fits-all approach, and that the evaluations take into account
each executive’s contributions to and performance against the Company’s specific business objectives.
uMotivate and Retain Key Employees and Executives: Ensure that compensation opportunities continue
to retain and motivate the Company’s key employees and executives over the near-term and long-term.
uUnderstand the Broader Compensation Landscape: Work closely with the Committee’s independent
compensation consultant to evaluate and understand how companies within and outside our peer group are
approaching compensation decisions.
Set forth below is a detailed discussion of each element of our 2025 compensation program for our named executive
officers, the decisions the Compensation Committee made in establishing executive compensation and the compensation
received by our named executive officers as a result of Company performance.
SALARY
Base salary is set at an annual rate considering factors such as experience, job scope, market data, and individual
performance. Salary as a percentage of the named executive officers’ total target direct compensation ranged between
8% and 23% in 2025. As part of the Culture and Compensation Committee's review of total target compensation, the
Committee approved modest salary increases for each named executive officer as set forth in the table below, ranging
from 3% to 4%. There was no salary increase for Mr. Risoleo, our CEO. The increases were determined as part of the
Committee's annual compensation review (see "Process for Setting Target Compensation for 2025" above for additional
information) and were intended to better align salaries with median market levels based on the peer data review.
Name | Salary 2025 | Salary 2024 | Increase % | ||
Mr. Risoleo | $1,100,000 | $1,100,000 | — | ||
Mr. Ghosh | 700,000 | 675,000 | 4 | ||
Mr. Tyrrell | 670,000 | 650,000 | 3 | ||
Mr. Lentz | 570,000 | 550,000 | 4 | ||
Ms. Aslaksen | 570,000 | 550,000 | 4 |
ANNUAL CASH INCENTIVE
All employees participate in the annual cash incentive program. 2025 awards for the named executive officers were based
on (1) the Company’s performance against two annual financial metrics, capital expenditure (Capex) Cash Flow and
Return on Invested Capital ("ROIC"), and (2) individual performance based on contributions to achieving the Company’s
annual business plan. These metrics for our annual incentive plan were approved by the Culture and Compensation
Committee in February 2025. The annual cash incentive was weighted as follows for the named executive officers:
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Compensation Discussion and Analysis | |||
Capex Cash Flow is an operational metric measuring capital expenditure annual cash flow management. To maintain the
quality and competitiveness of the Company’s hotels, increase revenue and reduce operating costs, the Company must
make strategic reinvestment in our assets through capital expenditures. Capital expenditures and the reinvestments we
have made in our portfolio, as discussed at the beginning of this CD&A, have been an important component of the
Company's business plan in recent years. The effectiveness of these reinvestments can be measured in future RevPAR
index improvements (a measure of market share), increased earnings, and in reduced operating costs. Target capital
expenditures for 2025 were calculated based on the Board-approved capital plan, which excludes extraordinary events
and is adjusted for hotel acquisitions and dispositions. This metric measures the Company’s achievement on completing
the 2025 capital expenditure plan based on the actual annual capital expenditures versus the budget (i.e., the lower the
spending on a capital project relative to the budget, the greater the level of achievement). The Board receives quarterly
updates and monitors progress on the capital expenditure plan.
ROIC is a return-based metric that provides an emphasis on investing capital effectively. ROIC is calculated by dividing
hotel-level EBITDA by total invested capital for our comparable hotel properties. The metric excludes hotels acquired or
disposed of during the year or hotels with disruptions that would make results non-comparable, using the same factors for
determining a disruption event as in our SEC filings for reporting comparable hotel EBITDA. As the Company has invested
heavily in its hotels through the Marriott and Hyatt Transformational Capital Programs and other significant redevelopment
projects, ROIC is an important tool for measuring the effectiveness of the Company’s investment strategy. For more
information on our definition of comparable hotels, the calculation of Comparable Hotel EBITDA and a reconciliation to the
applicable GAAP measure, see the Company’s Annual Report on Form 10-K in “Management’s Discussion and Analysis
of Financial Condition and Results of Operations—Comparable Hotel Results for Host Inc. and Host L.P.” on page 73. The
comparable hotel results reported in our SEC filings include acquisitions during the year (and hence includes results prior
to our ownership period) to provide a more complete comparison of year over year results for our current portfolio. These
acquisitions are excluded from the calculation of ROIC, however, since they were acquired after budgets and targets were
established at the beginning of the year by the Culture and Compensation Committee. Similarly, hotels that are held for
sale are excluded from our comparable hotel results reported in our SEC filings but will be included in ROIC if held for the
entirety of the year. For this reason, the hotels used for comparable hotels in our SEC filings may not be aligned with the
set of hotels used to determine ROIC.
Individual performance is assessed based on each executive’s contribution towards predetermined business objectives as
set forth in the annual business plan. The business objectives for 2025 related to hotel revenue performance,
implementing cost savings, capital allocation strategy, value enhancement and redevelopment at our properties, the
capital expenditure plan, enterprise analytics, technology, investor relations, corporate responsibility, and organizational
matters relating to culture and employee engagement. The Committee believes that including an individual performance
component in the annual bonus plan is an important tool in motivating the executives to produce measurable performance
results for the Company as a whole and for the executive’s individual area of responsibility, emphasizes the importance of
teamwork and recognizes each executive’s role in achieving corporate imperatives.
In 2025, the target annual cash incentive represented between 15% and 25% of the named executive officers’ total target
direct compensation. The total amount that a named executive officer may earn depends on: (1) salary or eligible
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Compensation Discussion and Analysis | |||
earnings, because the award is calculated and paid as a percentage of the annual salary or amount earned, (2) the level
of performance achieved on Capex Cash Flow and ROIC, and (3) the level of performance achieved on individual
performance towards predetermined business objectives based on the Company’s annual business plan. Performance
objectives were set early in 2025 at threshold, target and high levels and results are interpolated between these levels.
The percentage of target earned for each performance level is as follows: threshold – 50%; target – 100%; and high –
200%. There is no bonus earned for a particular metric if performance is below threshold, and bonuses are capped at
200% of target.
The chart below shows the target annual incentive award as a percentage of salary for each named executive officer in
2025. There were no changes to the target annual incentive awards as a percentage of salary from the prior year for Mr.
Risoleo. Mr. Ghosh and Mr. Tyrrell's target award as a percentage of salary increased from 100% to 120% and Mr. Lentz
and Ms. Aslaksen's target award as a percentage of salary increased from 100% to 110%. The increases were made to
align total target compensation with market levels, based on the peer review of compensation practices conducted by the
Culture and Compensation Committee discussed above, and reflective of each of the executive's continued growth in their
respective roles.
TARGET ANNUAL INCENTIVE
Name | Salary | Target as % of Salary | Target Annual Incentive | |||
Mr. Risoleo | $1,100,000 | 175 | $1,925,000 | |||
Mr. Ghosh | 700,000 | 120 | 840,000 | |||
Mr. Tyrrell | 670,000 | 120 | 804,000 | |||
Mr. Lentz | 570,000 | 110 | 627,000 | |||
Ms. Aslaksen | 570,000 | 110 | 627,000 | |||
2025 Results on Financial Measures: The threshold, target and high goals for Capex Cash Flow and ROIC were
established in February 2025 by the Culture and Compensation Committee based on, and subject to review and approval
of, the Company’s 2025 business plan and budget by the Board of Directors. ROIC goals are established on a per hotel
basis and the goals set forth below are a weighted average of the individual hotel goals for our comparable hotels used in
determining ROIC. The chart below shows these measures and the Company’s actual results for 2025, which were
determined by the Committee in February 2026.
2025 ACTUAL RESULTS ON FINANCIAL MEASURES
Corporate Measure | Threshold | Target | High | Actual | ||||
Capex Cash Flow | $635,000,000 | $605,000,000 | $575,000,000 | $577,000,000 | ||||
ROIC | 8.08% | 8.98% | 9.88% | 9.75% | ||||
Capex Cash Flow: Because this metric measures the Company's achievement of completing the 2025 capital
expenditure plan against the designated budget, the lower the total level of spending relative to budget, the greater the
achievement. Targets are set based on the capital expenditure plan for the particular year. Because total spending for the
capital expenditure plan will vary widely from year to year based on the level of investments, Capex Cash Flow targets
may be higher or lower than the previous year. This does not, however, indicate that the goals set are more or less
rigorous than the prior year's goals or the prior year's achievement because total capital expenditure spending tends to
vary on a year-to-year basis.
The Company completed more than 180 Host-managed capital expenditure projects in 2025, and completed three of the
six hotels included in the multi-year Hyatt Transformational Capital Program, realizing approximately $8 million in project
savings. The Company also effectively managed capital expenditures on major renovations and hotel level reinvestment,
resulting in an additional $18 million in savings. The Company’s final outcome for these projects was meaningfully under
budget which resulted in achievement between target and high performance.
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Compensation Discussion and Analysis | |||
Return on Invested Capital: In 2025, we invested $644 million in capital expenditures at our properties, which follows
several years of investment at similar levels. These investments have included hotel redevelopments as part of the
Marriott and Hyatt Transformational Capital Programs. As a result of these investments in our portfolio, the Company was
able to achieve strong growth in leisure business in 2025, driven by rate increases and increases in food and beverage
and other ancillary spending, and achieved out-performance against targeted returns from its newly renovated hotels.
The success of these investments led to achieving strong returns in 2025 and ROIC performance between the target and
high levels. For more information on the factors that led to these results, see 2025 Company Performance Highlights at
the beginning of this CD&A, specifically “Operational Improvements,” and “Reinvestment in Our Portfolio.”
2025 Results on Individual Performance Goals: The Culture and Compensation Committee spent considerable time
evaluating the 2025 performance of our senior management team, including the named executive officers. For the named
executive officers, the Committee reviewed and discussed each executive’s performance at its December 2025, January
2026 and February 2026 meetings after reviewing individual assessments and receiving input from Mr. Risoleo (for
executives other than himself). The Committee discussed each of the named executive officer’s performance based on
their individual contributions towards predetermined business objectives as set forth in the Company’s annual business
plan and the impact of individual performance on the overall successes of the Company. The Committee provided its
recommendations to the independent directors of the Board in an executive session.
The Committee determined that each named executive officer performed at exemplary levels and showcased strong
leadership in delivering strong year-over-year operational improvements and successfully executing on the Company's
capital allocation strategy, including the disposition of two properties, progress on the Hyatt Transformational Capital
Program and the successful negotiation of a second capital program with Marriott International, and as further
demonstrated by the many other accomplishments set forth at the beginning of this CD&A. The tables below describe the
individual contributions of each named executive officer. Each named executive officer achieved high performance on the
individual performance goals.
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Compensation Discussion and Analysis | |||
SUMMARY OF INDIVIDUAL PERFORMANCE ACHIEVEMENT
Individual Performance for Mr. Risoleo - President and Chief Executive Officer |
üDelivered revenue performance that surpassed budget and consistently outpaced quarterly expectations and peers; oversaw cross- functional collaboration between the Company and our hotel managers to help drive revenue growth, identify sustainable cost savings and improve long-term profitability; oversaw initiative to rejuvenate travel to Maui, which helped drive Maui’s strong recovery in 2025 üChampioned strategic investment of capital in the Company’s existing portfolio to position the Company to gain market share; led efforts to successfully complete over 180 capital investment projects with a total investment of $505 million, with an aggregate savings of approximately $33 million üChampioned second Marriott Transformational Capital Program securing operating guarantees and enhanced owner’s priority at the four hotels participating in the program; provided active oversight of the completion under budget of three of six hotels in the Hyatt Transformational Capital Program üOversaw successful disposition activity, finalizing the sale of The Westin Cincinnati, the Washington Marriott Metro Center and the Company’s interest in the Asia joint venture; continued to expand relationships with hotel owners, brokers, hotel managers and lenders to facilitate future investment opportunities üOversaw the Company’s capital allocation strategies, including the issuance of $900 million in senior notes in two offerings, and the repurchase of $205 million in Company common stock at an average price of $15.68; secured Moody’s ratings upgrade in 2025, reflecting the Company's enhanced credit quality and financial discipline üActive and integral part of Investor Relations team that collectively engaged with close to 200 institutional investment firms to share the Company's strategic vision and attended 11 conferences; hosted 13 property tours as well as interviews with top-tier trade media publications üChampioned and provided guidance on corporate responsibility strategy, achieving continued progress toward key 2030 environmental and organizational goals and reinforcing our 2050 vision and sustainable financing strategies; prioritized advancing resiliency measures, completing over $20 million in targeted proactive investments in flood barriers, wildfire mitigation, and redundant emergency power üContinued to drive initiatives to invest in employee growth and leadership development, launching a new program in 2025 to expand professional development |
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Compensation Discussion and Analysis | |||
Individual Performance for Mr. Ghosh - Executive Vice President, Chief Financial Officer |
üLed Enterprise Analytics team in conjunction with Asset Management to engage with our third-party hotel managers to conduct deep dives at various properties to identify revenue enhancements and cost savings üInitiated and reviewed financial analysis to guide capital expenditures program and evaluation of redevelopment projects, including the second Marriott Transformational Capital Program; led feasibility analysis to enable decision making on potential acquisition and disposition opportunities; led seller financing on the Marriott Metro Center which enabled the disposition üLed Business Intelligence and Revenue Management teams in collaboration with Asset Management to drive revenue growth and pursue market share gains at renovated hotels üActive and integral part of Investor Relations team that collectively engaged with close to 200 institutional investment firms to share the Company's strategic vision and attended 11 conferences; proactively engaged with media and secured seven national TV and print interviews for Company executives to share the Company’s strategic vision; worked to enhance relationships with rating agencies, bankers and brokers through in-person meetings and hosted 13 property tours showcasing the Company’s properties, efforts led to Moody’s upgrade in 2025 and strengthened relationships with top-tier journalists üLed successful property insurance renewal process in a challenging environment which resulted in a decrease in insurance rates; developed a resiliency return-on-investment methodology and implemented a program at various hotels, emphasizing power stability, redundancy and wildfire risk mitigation; launched risk mitigation initiatives such as loss-focused insurer risk engineering surveys üLed two successful, oversubscribed issuances of senior notes for $900 million and in conjunction executed interest rate hedge for one of the issuances resulting in $1.2 million in savings; amended credit facility to remove SOFR interest rate credit spread resulting in $1 million in savings annually; led repurchase of $205 million in common stock üLed vulnerability assessment, third-party penetration testing and implemented security improvements to protect against cybersecurity threats; led various technologies and AI-focused initiatives to enhance technology platforms at the Company and to improve efficiency and productivity |
Individual Performance for Mr. Tyrrell - Executive Vice President, Chief Investment Officer |
üOversaw Asset Management team, delivering strong 2025 operating performance relative to peers and industry, led engagement with the Company’s third-party hotel managers to drive strong total revenue growth and sustainable cost savings, with revenues consistently beating quarterly estimates üCompleted negotiations on a comprehensive second Marriott Transformational Capital Program that will provide operating profit guarantees and enhanced owners priority at four hotels undergoing transformational renovations üGuided strategy, analysis and execution for redevelopment projects, management company changes and excess land sales and development; managed collaboration and coordination between Asset Management and Development, Design & Construction project teams üWorked with the Company’s third-party managers to identify and execute operational, value enhancement, and utility-savings return on investment projects as well as the implementation of new technologies at our hotel properties üOversaw asset management planning and execution to successfully minimize disruption from the Company’s extensive 2025 hotel renovations and redevelopments üExpanded relationships with hotel owners, brokers, hotel managers and lenders to facilitate future opportunities, including tracking and evaluating acquisition and investment opportunities üLed evaluation of potential disposition opportunities and the sale of The Westin Cincinnati, the Washington Marriott Metro Center and the Company’s interest in the Asia joint venture; oversaw long term lease extension at The Westin South Coast Plaza and proactively pursued other ground lease modifications and alternative use opportunities |
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Compensation Discussion and Analysis | |||
Individual Performance for Mr. Lentz - Executive Vice President, Development, Design & Construction |
üLed successful completion of over 180 Company-managed capital expenditure projects with a total investment of $505 million and aggregate savings of approximately $33 million; oversaw technical specification, design and completion under budget of over 1,400 hotel operations projects totaling $175 million, with an aggregate savings of $16 million; collaborated with the Company’s hotel managers to minimize disruption from renovations enabling achievement of 2025 budget üOversaw the completion of reconstruction at The Don CeSar following Hurricanes Helene and Milton, including enhanced resiliency measures to mitigate future storm surge üLed successful completion of mid-rise building of the condominium development project adjacent to the Four Seasons Orlando Resort at the Walt Disney World® Resort, leading to commencement of sales and closings of a significant number of units and contributing to the Company’s strong 2025 EBITDA performance üLed completion of transformational renovations at the first three hotels in the Hyatt Transformational Capital Program, finishing below approved budget; oversaw on-going construction of remaining three hotels in the Hyatt program with completion on track for 2026 üCompleted development of the renovation scope, estimates and schedule for a second Marriott Transformational Capital Program üProvided executive leadership and oversight of the Company’s Corporate Responsibility program and investments in ESG initiatives in support of 2030 goals; participated in cross-functional senior leadership team to engage with ESG teams at the Company’s key investors and participated in 12 ESG-focused engagements that took place in 2025; drove initiatives in support of green bond strategy and achievement of sustainability-linked credit facility targets, resulting in maximum interest rate benefit; directed identification, underwriting and approval of 32 sustainability return-on-investment projects üOversaw continued process improvements to streamline annual capital planning and cash flow forecasting, enabling improved cash management practices |
Individual Performance for Ms. Aslaksen - Executive Vice President, General Counsel & Secretary |
üActively managed all regulatory and litigation matters impacting the Company with the goal of reducing the financial and business impact on the Company üOversaw all aspects of legal work and provided legal advice on development and value enhancement projects, including contract negotiations, permitting, and zoning for projects such as the residential development adjacent to the Four Seasons Orlando Resort at Walt Disney World® Resort and the Phoenician Canyon Suites villa development; implemented initiative focused on achieving cost reductions and streamlined legal support for high volume of Development, Design & Construction contracts, achieving significant legal spend reductions üOversaw legal matters in connection with two issuances of senior notes for $900 million; served as partner and advisor on potential, pending and completed disposition transactions üGuided legal work associated with the Hyatt Transformational Capital Program involving six properties and the second Marriott Transformational Capital Program involving four properties üLed ESG-focused stockholder engagement with governance teams at the Company’s largest investors on issues important to stockholders and participated in all 12 ESG-focused engagements that took place in 2025, representing 54% of the Company's stockholder base; advised Corporate Responsibility team on governance areas of focus for investors and actively engaged with and supported the Company’s Corporate Responsibility team as a member of the ESG Executive Steering Committee üConducted comprehensive review of insurance provisions in contracts to streamline review and to reduce risk; proactively streamlined Company processes to ensure efficient review of claims under the Company’s general liability policy üCollaborated with the IT Department on the establishment of an executive-led generative AI governance committee and the identification, testing and roll-out of generative AI tools to support employee productivity; partnered with the IT Department to provide third-party training as part of generative AI risk management program |
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Compensation Discussion and Analysis | |||
Summary of Annual Cash Incentive: Based on the Committee’s review and determinations discussed above, the
named executive officers received the following annual cash incentive for 2025:
Results of 2025 Annual Incentive After Applying Achievement Levels | ||||||||||||
Name | Target as % of Salary | Target Annual Incentive | Capex Cash Flow | ROIC | Individual Performance | Total Annual Incentive(1) | % of Target Achieved | |||||
Mr. Risoleo | 175 | $1,925,000 | $2,069,760 | $857,267 | $770,000 | $3,697,100 | 192 | |||||
Mr. Ghosh | 120 | 840,000 | 903,168 | 374,080 | 336,000 | 1,613,300 | 192 | |||||
Mr. Tyrrell | 120 | 804,000 | 864,461 | 358,048 | 321,600 | 1,544,200 | 192 | |||||
Mr. Lentz | 110 | 627,000 | 674,150 | 279,224 | 250,800 | 1,204,200 | 192 | |||||
Ms. Aslaksen | 110 | 627,000 | 674,150 | 279,224 | 250,800 | 1,204,200 | 192 | |||||
(1)Total annual incentive amounts are rounded up to the nearest $100.
LONG-TERM INCENTIVES
The long-term incentives are equity-based awards and are denominated in performance-based and time-based restricted
stock units. These awards represent the largest component of total target direct compensation for all named executive
officers, representing between 52% and 77% in 2025. Dividends accrue on unvested awards, but are paid only when, and
if, the restrictions on the awards lapse. The Company does not currently use stock options to compensate its directors,
officers or employees. The Company discontinued the granting of options after 2016.
The majority of our long-term incentive compensation is performance-based. Performance-based restricted stock units are eligible to vest after three years upon achievement of relative TSR and Company Adjusted EBITDAre goals. These measures provide a link to stockholder value creation, with recognition of the other companies against which Host may be competing for capital. | ||
Under the 2025 compensation program, awards of restricted stock units are eligible to vest based on the following:
uPerformance-Based (60% of the target long-term incentive opportunity) restricted stock units that vest at the
end of a three-year period:
■Adjusted EBITDAre Performance (half of the target performance-based opportunity) restricted stock
units that vest based on achievement of a key measure of operating performance, with targets set
and measured annually at the beginning of each year for 2025, 2026, and 2027, but with vesting only
at the end of the three-year period;
■Relative TSR (half of the target performance-based opportunity) restricted stock units that vest based
on the Company’s three-year performance period (2025-2027) compared to the performance of the
NAREIT Lodging & Resorts Index; and
uTime-based (40% of the target long-term incentive opportunity) restricted stock units that vest ratably over a
three-year period.
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Compensation Discussion and Analysis | |||
The design of the 2025 equity-based awards is summarized below:
2025 RESTRICTED STOCK UNIT AWARDS
The Culture and Compensation Committee believes the performance orientation and rigor of the 2025 long-term incentive
program emphasizes long-term value creation and aligns the executive team's compensation with Company performance
and stockholder outcomes over the long-term. Adjusted EBITDAre targets are established annually by the Committee at
the beginning of each year. While the targets are set and measured annually, the 2025 awards will vest only in 2028
based on actual performance achieved for each year. We believe that the design of the plan, whereby performance goals
are set at the beginning of the year for each of the three years, enables the Committee to ensure goals are appropriately
rigorous and well-calibrated than would otherwise be possible if the goals for all years were set at the beginning of the
three-year period. For more information on the Adjusted EBITDAre measure and a reconciliation to the applicable GAAP
measure, see the Company’s Annual Report on Form 10-K in “Management’s Discussion and Analysis of Financial
Condition and Results of Operations—Reconciliation of Net Income to EBITDA, EBITDAre and Adjusted EBITDAre for
Host Inc. and Host L.P.” on page 68.
Achievement levels for Adjusted EBITDAre and the relative TSR measure are set for threshold, at which 25% of shares
may be earned, target, at which 50% of the shares may be earned and high performance, at which all shares are earned.
No shares are earned if performance is below threshold, and results will be interpolated between the levels of threshold,
target and high.
Performance
Level
Percentage of
Shares Earned
High
100%
Target
50%
Threshold
25%
The threshold, target, and high levels of relative three-year TSR performance are the 30th, 50th, and 75th percentiles,
respectively. The threshold, target and high goals for Adjusted EBITDAre for 2025 are set forth in the “2025 Results on
Adjusted EBITDAre Measure” section below. Set forth in the table below are the target levels established by the
Committee for each of the named executive officers under the long-term incentive program for 2025 as well as a summary
of the target levels of restricted stock units for each component of the program.
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Compensation Discussion and Analysis | |||
Name | Target Long-Term Incentive ($)(1) | 3-Year Time Based Units (#) | 3-Year Relative TSR Units 2025 - 2027 (Target) (#) | 3-Year Adjusted EBITDAre Units 2025 - 2027 (Target) (#) | Total Restricted Stock Units (Target) (#) | |||||
Mr. Risoleo | $10,000,000 | 220,483 | 165,362 | 165,362 | 551,207 | |||||
Mr. Ghosh | 3,000,000 | 66,145 | 49,609 | 49,609 | 165,363 | |||||
Mr. Tyrrell | 2,420,000 | 53,357 | 40,018 | 40,018 | 133,393 | |||||
Mr. Lentz | 1,540,000 | 33,954 | 25,466 | 25,466 | 84,886 | |||||
Ms. Aslaksen | 1,320,000 | 29,104 | 21,828 | 21,828 | 72,760 | |||||
(1)This column reflects the target level dollar value of long-term incentives. These are equity-based awards. The Culture and
Compensation Committee determines the dollar value that should be awarded and the number of shares of restricted stock units
underlying the award is then determined by dividing the value by the average of the closing prices of the Company’s common stock
on The Nasdaq Stock Market for the 60 calendar days up to and including December 31, 2024, which was $18.14. The Committee
believes that an average price over a period of time is a better gauge of value as it mitigates the volatility of using single day stock
prices.
2025 Results on Adjusted EBITDAre Measure: The threshold, target and high goals for Adjusted EBITDAre were
established in February 2025 by the Culture and Compensation Committee. The goals were based on the Company’s
2025 business plan and budget, both of which were approved by the Board of Directors. As in prior years, the Company’s
budget was established through a rigorous hotel-by-hotel analysis and reflected industry consensus expectations as well
as budget expectations of our hotel operators for each hotel. At the time the hotel budgets were set in February 2025,
there was significant uncertainty surrounding U.S. economic growth, which is highly correlated to lodging demand, due to
the potential impact of recently enacted tariffs and other administration policies. At the same time, the recovery of our
properties on Maui from the 2023 wildfires was in its early stages and the pace of recovery was unknown, while The Don
Cesar and Beach House Suites had yet to reopen due to the 2024 hurricanes. Additionally, the U.S. continued to have an
imbalance of international outbound versus inbound demand that was not expected to improve. While revenue growth was
uncertain, wages and benefits, our most significant expense, were largely known and expected to grow due to anticipated
wage rate growth of approximately 6% for 2025 based on earlier labor negotiations. As a result, leading industry analysts,
as well as our independent hotel operators were estimating revenue growth well below our anticipated expense growth. In
addition, we received $40 million of business interruption insurance proceeds that increased Adjusted EBITDAre in 2024
that were not expected to repeat at the same level. Accordingly, the projected lower revenue growth relative to expense
growth led to a forecasted decline in profitability and lower projected Adjusted EBITDAre for the year, resulting in slightly
lower threshold, target and high goals established by the Committee in February 2025 as compared to the prior year.
The 2025 threshold, target and high goals for Adjusted EBITDAre performance were established through a rigorous hotel-by-hotel analysis and reflected industry consensus expectations as well as budget expectations of our hotel operators. |
Ultimately, the Company was able to deliver very strong operational growth in 2025 driven by increased leisure travel
demand, which meaningfully exceeded industry expectations. As a result of our successful capital allocation efforts
described in the 2025 Performance Highlights at the beginning of this CD&A, we were able to capture a greater share of
affluent leisure travel demand which led to increased room rates, increases in food and beverage revenues and strong
other ancillary spending at our hotels. Adjusted EBITDAre also benefitted from the successful sale of condominium units
from the development adjacent to the Four Seasons Resort Orlando at Walt Disney® Resort, which was able to help
offset the $26 million decline in business interruption proceeds from 2024 to 2025 from the settlement of insurance claims
related to the Maui wildfires and hurricane property damage. In addition, the Company continued to benefit from its efforts
in recent years of working with its hotel managers to control costs by modernizing brand standards and securing changes
to the hotel operating model to achieve cost savings. As a result, the Company had exceptionally strong financial
performance in 2025, resulting in high achievement against the Adjusted EBITDAre goals.
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Compensation Discussion and Analysis | |||
2025 ACTUAL ADJUSTED EBITDAre RESULTS
(in millions)
Threshold | Target | High | Actual | |
Adjusted EBITDAre | $1,434 | $1,593 | $1,752 | $1,757 |
Awards Eligible to Vest Based on 2023 - 2025 Adjusted EBITDAre Performance: The equity awards granted in 2025
will vest in 2028 based on the Company's Adjusted EBITDAre performance over the three-year period of 2025 to 2027,
and therefore none of the awards were eligible to vest in 2025. The restricted units eligible to vest based on 2025
Adjusted EBITDAre performance reflect restricted stock unit awards that were granted in 2023 for performance over the
three-year period of 2023 to 2025. These awards did not vest until February 2026 when the Culture and Compensation
Committee met and made its determinations on performance measures.
The actual Adjusted EBITDAre results from 2023 (performance outcome: between target and high) and 2024
(performance outcome: between target and high), as discussed in detail in our prior years' proxy statements, together with
the 2025 results (performance outcome: high) discussed above, ultimately led to the restricted stock units being earned
between the target and high levels.
The chart below shows, for each named executive officer, the total number of restricted stock units granted in 2023 that
were eligible to be earned based on Adjusted EBITDAre performance for the 2023 - 2025 measurement period, the target
level of such restricted stock units, the actual number of such restricted stock units earned, and the number of such
restricted stock units forfeited by each named executive officer.
Adjusted EBITDAre Restricted Stock Units | ||||||||
Name | Restricted Stock Units Granted (High) | Restricted Stock Units (Target) | Restricted Stock Units Earned | Restricted Stock Units Forfeited | ||||
Mr. Risoleo | 287,640 | 143,820 | 230,406 | 57,234 | ||||
Mr. Ghosh | 62,758 | 31,379 | 50,271 | 12,487 | ||||
Mr. Tyrrell | 69,730 | 34,865 | 55,855 | 13,875 | ||||
Mr. Lentz | 38,352 | 19,176 | 30,721 | 7,631 | ||||
Ms. Aslaksen | 38,352 | 19,176 | 30,721 | 7,631 | ||||
2025 Results on Relative TSR Measure: The equity awards granted in 2025 will vest based on the Company’s relative
TSR performance over the three-year period from 2025 to 2027 and therefore none of the awards were eligible to vest in
2025. The equity awards eligible to vest for 2025 reflect performance-based restricted stock unit awards that were granted
in 2023 and which were eligible to vest based on the Company’s relative TSR (measured as a percentile) compared to the
NAREIT Lodging & Resorts Index for the period January 1, 2023 through December 31, 2025. The number of restricted
stock units earned for the relative TSR portion of the long-term incentive program was at the high level based on the
Company’s strong relative TSR performance over this period. As noted in the 2025 Performance Highlights at the
beginning of this CD&A, total dividends declared for the year were $0.95 per share, for a total distribution of $654 million
and a dividend yield of 5.4% based on the Company's closing stock price of $17.73 as of December 31, 2025.
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Compensation Discussion and Analysis | |||
2023 – 2025 ACTUAL TSR RESULTS(1)
88th Percentile
(High)
2023-2025
Actual
Results
HIGH
75th Percentile
2023 – 2025
GOALS
TARGET
50th Percentile
THRESHOLD
30th Percentile
(1)TSR is the increase in the price of the Company’s common stock at year-end December 2025 over the price at year-end December
2022, plus dividends paid on the Company’s common stock during each year. The stock price is calculated, in each case, as the
average of the closing price of the Company’s common stock on The Nasdaq Stock Market on the last 60 calendar days of the year.
The table below shows for each named executive officer, the actual number of restricted stock units that were eligible to
vest based on the Company’s relative TSR over the three-year period of 2023 to 2025 and the number of restricted stock
units earned and forfeited.
2023 - 2025 TSR-Based Restricted Stock Units | ||||
Name | Restricted Stock Units Granted (High) | Restricted Stock Units Granted (Target) | Restricted Stock Units Earned | Restricted Stock Units Forfeited |
Mr. Risoleo | 287,640 | 143,820 | 287,640 | — |
Mr. Ghosh | 62,758 | 31,379 | 62,758 | — |
Mr. Tyrrell | 69,730 | 34,865 | 69,730 | — |
Mr. Lentz | 38,352 | 19,176 | 38,352 | — |
Ms. Aslaksen | 38,352 | 19,176 | 38,352 | — |
Summary of Performance-Based Restricted Stock Units Results: The chart below summarizes the number of
performance-based restricted stock units that were eligible to vest for 2025 and the number of performance-based
restricted stock units earned and forfeited by the named executive officers for 2025. The total number of performance-
based restricted stock units earned exceeded target for 2025 due to the Company’s strong results on Adjusted EBITDAre
(performance outcome: between target and high) and relative TSR (performance outcome: high).
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Compensation Discussion and Analysis | |||
Name | Total Restricted Stock Units Eligible to Vest For 2025 | Total Restricted Stock Units Earned For 2025 | Total Restricted Stock Units Forfeited For 2025 | |||
Mr. Risoleo | 575,280 | 518,046 | 57,234 | |||
Mr. Ghosh | 125,516 | 113,029 | 12,487 | |||
Mr. Tyrrell | 139,460 | 125,585 | 13,875 | |||
Mr. Lentz | 76,704 | 69,073 | 7,631 | |||
Ms. Aslaksen | 76,704 | 69,073 | 7,631 | |||
Role of the Culture and Compensation Committee, Market Data and Peer
Group
The Culture and Compensation Committee reviews compensation levels, trends and practices every year and has
retained an independent compensation consultant, Pay Governance (as discussed in more detail below), to assist in its
review. In addition to a review of program design, the Committee annually reviews and approves total target direct
compensation levels for senior executives. Data from three sources was approved by the Committee for use in generally
assessing and comparing pay levels at the Company and for setting target compensation for 2025. These were (1) pay
data reported in 2024 proxy filings for peer companies, (2) 2024 general industry survey data of companies for non-real
estate specific functions, size adjusted based on revenues, and (3) 2024 McLagan survey data focused on companies of
similar size in terms of total capitalization. The proxy peer group pay data is the primary data source used in establishing
total target compensation for the named executive officers. The other two data sources were also used in establishing
total target compensation for members of the senior executive team. These other data sources may also be used in
setting target compensation for the named executive officers. The Committee may also consider other broad
compensation data sources as it determines necessary.
The peer group is reviewed on a regular basis and is generally comprised of 15-25 companies to provide robust market
data. The peer group companies primarily operate in the real estate and/or hospitality industries and with North American
operations or a similar business model to that of the Company. The companies are generally our competitors for talent
and/or investment capital. They are screened based on size and generally fall within a range of a market capitalization
that is 0.25 times to 5 times that of the Company, assets within a range of 0.40 times to 2.5 times that of the Company,
and revenues in the range of 0.40 times to 2.5 times that of the Company. For 2025 compensation decisions, the
Committee continued to use the same peer group as in the prior year except that Welltower, Inc. was removed given its
continued position above the asset size screening parameter. As a result, the compensation peer group consisted of the
following 16 companies:
COMPENSATION PEER GROUP | ||
Alexandria Real Estate Equities, Inc. | Hyatt Hotels Corporation | |
AvalonBay Communities, Inc. | Kimco Realty Corporation | |
BXP, Inc. (formerly Boston Properties, Inc.) | Marriott International, Inc. | |
Equity Residential | Park Hotels & Resorts, Inc. | |
Essex Property Trust, Inc. | Regency Centers | |
Federal Realty Investment Trust | UDR, Inc. | |
Healthpeak Properties, Inc. | Ventas, Inc. | |
Hilton Worldwide Holdings, Inc. | Vornado Realty Trust | |
68
Compensation Discussion and Analysis | |||
The McLagan survey data provided the Committee with industry specific references for a broad range of companies. It
also reflected companies against which the Company competes directly for talent and investment capital. The general
industry database presented information from a broader market than the real estate industry and is consistent with the
Company’s inclusion in the S&P 500 Index.
The Committee reviews peer group data across multiple percentages when evaluating the compensation for each senior
executive officer. In addition, the Committee took into consideration the characteristics of each executive’s position, scope
of responsibilities, experience, performance and internal equity. The Committee relies on this range of competitive
information, rather than a targeted reference point to inform its establishment of compensation levels. Pay for an executive
officer who is new to a position tends to be at the lower end of the competitive range, while pay for a seasoned executive
tends to be positioned at the higher end of the competitive range.
Role of the Compensation Consultant
Pursuant to its charter, the Culture and Compensation Committee is authorized to engage, retain and terminate any
consultant, as well as approve the consultant’s fees, scope of work and other terms of retention. Starting in 2010, the
Committee retained Pay Governance LLC as its advisor. Pay Governance advises and consults with the Committee on
compensation issues, compensation design and trends, and keeps the Committee apprised of regulatory, legislative, and
accounting developments and competitive practices related to executive compensation.
Pay Governance assists the Committee in the design, structure and implementation of the current executive
compensation program. It also reviews, at the direction of the Committee, compensation levels, trends and practices at
least annually. Pay Governance does not determine the exact amount or form of executive compensation for any
executive officers. Pay Governance reports directly to the Committee and representatives of Pay Governance, when
requested, attend meetings of the Committee, are available to participate in executive sessions and communicate directly
with the Committee Chair or its members outside of meetings. Pay Governance has also served as a consultant retained
by the Nominating, Governance and Corporate Responsibility Committee to assist the Committee with its review of the
compensation of independent directors. Pay Governance is retained by and conducts its work at the direction and request
of the Board committees. It is not retained by, and does no work directly for, the Company.
In compliance with the disclosure requirements of the SEC regarding the independence of compensation consultants, Pay
Governance addressed each of the six independence factors established by the SEC with the Culture and Compensation
Committee. Its responses affirmed the independence of Pay Governance on executive compensation matters. Based on
this assessment, the Committee determined that the engagement of Pay Governance does not raise any conflicts of
interest or similar concerns. The Committee also evaluated the independence of other outside advisors to the Committee,
including outside legal counsel, considering the same independence factors and concluded that their work for the
Committee does not raise any conflicts of interest. The Culture and Compensation Committee may delegate any or all of
its responsibilities to a subcommittee but did not do so in 2025. The Committee’s Report on Executive Compensation
appears later in this proxy statement.
Culture and Compensation Committee Interlocks and
Insider Participation
None of the members of the Culture and Compensation Committee who served during 2025 were an officer or employee
of the Company, were formerly an officer of the Company or had any relationship that is required to be disclosed as a
transaction with a related person. During 2025, none of the Company’s executive officers served on the board of directors
or the compensation committee of any other entity that had one or more of its executive officers serving on the Company’s
Board or its Culture and Compensation Committee.
Risk Considerations
Prior to adopting the annual compensation program in 2025 and making its determinations on results and payments under
the program, the Culture and Compensation Committee considered whether the design and structure created incentives
for senior management to engage in unnecessary or excessive risk taking. The executive compensation program is
designed to compensate the named executive officers and other members of senior management for reaching or
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Compensation Discussion and Analysis | |||
exceeding financial and personal goals approved by the Committee. The compensation programs of the Company are all
centrally designed and centrally administered. The elements of compensation for senior management and upper middle
management are also the same: base salary, annual cash incentive awards and long-term incentives. The Committee
reviews the compensation of executives and department heads and relies upon its judgment in determining pay
approaches and outcomes. Additionally, in assessing whether the compensation program involves unnecessary risk
taking the Committee considered the following factors:
uthe pay mix is weighted toward long-term incentives that align senior management interests with
stockholders;
utotal achievable pay is capped—including annual cash incentives and long-term incentives;
uboth annual incentives and long-term incentives have a formulaic framework with pre-established targets
and pre-set formulas and limits for pay-outs;
u“tally sheets” for the named executive officers, prepared by Pay Governance, are reviewed and address all
elements of compensation and potential outcomes under a range of scenarios from threshold to high
performance;
ustock ownership and retention guidelines ensure that senior management will retain an ownership stake and
prohibit sales that would allow executives to fall below the ownership requirements;
uinternal policies prohibit use of margin accounts, hedging or pledging of stock;
ua recoupment policy is in effect (as described in more detail below);
uperformance metrics are tied to key measures of corporate success;
ufinancial performance is reviewed with the Audit Committee; and
uthe financial measures under our annual cash incentive plan of capex cash flow and return on invested
capital are tied to the annual budget and business plan which the Board reviews, discusses and approves.
The Committee has full responsibility for approving the goals and the resulting payouts and retains the discretion to
reduce awards as appropriate. Based on these factors, the Company believes that the program appropriately focuses on
executive performance and does not create an incentive for management to engage in unnecessary and excessive risk
taking.
Additional Policies and Benefits
While the key elements of the executive compensation program and compensation actions are described above, the
named executive officers are also eligible to participate in the Company’s health and welfare programs, our tax-qualified
Retirement and Savings Plan (401(k)), and other programs on the same basis as all other employees. There are also
additional benefits and policies that apply only to the named executive officers and other senior executives, which are
described here.
STOCK OWNERSHIP AND RETENTION POLICY
All members of senior management must comply with the Company’s equity ownership and retention policy, which
ensures that senior executives have a meaningful economic stake in the Company, while allowing for appropriate portfolio
diversification. The policy provides that members of senior management should own and retain stock equal to the
following respective multiple of their annual salary rate:
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Compensation Discussion and Analysis | |||
Members of senior management are expected to satisfy the minimum stock ownership levels required by the policy and,
once achieved, remain at, or above, their required ownership level as long as they remain employed by the Company. In
order to progress toward the stock ownership requirement, employees must retain 75% of “Covered Shares” until the
equity ownership level is attained. For the purposes of the policy, “Covered Shares” are the net after-tax shares received
upon the vesting of each stock award under any Company equity compensation plan or other written compensation
arrangement. Only certain types of equity are counted when determining compliance with the policy, which include: (a)
stock owned directly; and (b) stock acquired as a result of vesting of stock under the Company’s senior executive
compensation program. Vested and unvested stock options or stock options exercised and held are not included in the
calculation.
Senior management is prohibited from selling more than 25% of Covered Shares if they are not in compliance with the
applicable minimum ownership levels or if the sale would result in holdings below the guidelines. None of senior
management has a plan in place by which they sell Company stock on a periodic basis (referred to as a 10b5-1 plan). The
Culture and Compensation Committee reviews compliance with the policy, and all named executive officers complied with
the policy. In addition, all named executive officers have met the required stock ownership levels in 2025.
RECOUPMENT POLICIES
The Company adopted a policy, effective January 1, 2012, that requires the reimbursement of excess incentive
compensation payments in the event that the Company is required to make a material restatement of its financial
statements. The policy applies to all members of senior management and ensures that any fraud, intentional misconduct
or illegal behavior leading to a restatement of the Company’s financial results would be properly addressed. Under the
policy, the Board would review all incentive plan compensation that was paid on the basis of having met or exceeded
specific performance targets for the performance periods in question. If the cash incentive awards or stock compensation
received under the program would have been lower had they been calculated based on such restated results, it is the
general policy of our Board to seek to recoup, for the benefit of the Company, the portion of the excess compensation that
was received by any individual who engaged in fraud, intentional misconduct or illegal behavior in connection with the
financial results that were restated. The Board will, in its reasonable business judgment, decide whether to pursue such
recoupment from an individual based on those factors that our Board believes to be reasonable.
In addition, effective as of October 2, 2023, the Company adopted an additional compensation recovery policy as required
by Rule 10D-1 under the Securities Exchange Act of 1934, as amended, and the corresponding listing standards of The
Nasdaq Stock Market. This policy provides for the mandatory recovery (subject to limited exceptions) from current and
former executive officers of incentive-based compensation that was erroneously received during the three years preceding
the date that the Company is required to prepare an accounting restatement. Covered restatements include both a
restatement to correct an error that is material to previously issued financial statements or that would result in a material
misstatement if the error were corrected in the current period or left uncorrected in the current period. The amount
required to be recovered is the excess of the amount of incentive-based compensation received over the amount that
otherwise would have been received had it been determined based on the restated financial statements.
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Compensation Discussion and Analysis | |||
INSIDER TRADING CONTROLS, HEDGING, SHORT SALES AND PLEDGING
Because we believe it is improper and inappropriate for any Company personnel to engage in short-term or speculative
transactions involving our stock, the Company’s Insider Trading Policy Statement provides that directors, officers and
employees, and family members sharing the same household, abide by the following policies with respect to Company
securities:
uno “in and out” trading in Company securities; Company securities purchased in the open market must
be held for a minimum of six months and ideally longer;
uno short sales; these sales, including “selling against the box” transactions, are prohibited;
uno buying or selling puts or calls; the Company prohibits trading in options or other derivatives on
Company stock;
uno hedging; the Company prohibits entering into hedging transactions on Company securities (i.e., financial
instruments that hedge or offset, or are designed to hedge or offset, any decrease in the value of the
Company’s common stock, including prepaid variable forward contracts, equity swaps and collars); the
policy applies to Company common stock acquired as part of compensation, or common stock otherwise
held, directly or indirectly, by such person; and
uno margin accounts or stock pledges; the Company prohibits employees, officers and directors from
purchasing Company securities on margin or holding Company securities in a margin account or otherwise
pledging Company securities as collateral for loans.
Executives and directors annually certify that they have complied with the policy, and no Company securities are currently
pledged by executives or directors, nor will executives and directors be permitted to pledge them in the future.
We have adopted an Insider Trading Policy Statement that governs the purchase, sale, and/or other dispositions of our
securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading
laws, rules and regulations and NASDAQ listing standards. Transactions by the Company in its own securities are
monitored by the Company's legal counsel for compliance with applicable securities laws. A copy of our Insider Trading
Policy Statement is included as Exhibit 19.1 to our 2025 Annual Report on Form 10-K.
PERQUISITES AND OTHER PERSONAL BENEFITS
We provide limited perquisites to our named executive officers and other designated senior executives, that we believe to
be fair and reasonable, and that generally serve a legitimate business purpose. These limited perquisites represent a very
small portion of total compensation for our named executive officers. They consist of: dining, complimentary rooms, and
other hotel services when on personal travel at hotels that we own or that are managed by our major operators; financial
planning and tax services; commuting expenses; executive physical examinations; a club membership to facilitate
business events and meetings; spousal travel to business events; and business entertainment expenses. We provide
reimbursement for taxes associated with these benefits. We believe that it is appropriate and consistent with practices
within the lodging and hospitality industry to encourage our executives to continually enhance their understanding of our
properties and the operations of our key managers at our properties and other hotels managed by our major operators. In
addition, our executives may be asked to attend lodging and hospitality industry and entertainment events, where
attendance of the executive and a spouse may be expected or customary. In those cases, we may pay for or reimburse
the business travel and related expenses of the executive and spouse. We believe that offering financial planning and tax
services represents a minimal cost while ensuring that executives are in compliance with tax requirements. Since we
encourage our executives to use these perquisites and the Company benefits from the knowledge gained and business
relationships formed and maintained within the industry, we reimburse the executives for the taxes incurred in connection
with such benefits.
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Compensation Discussion and Analysis | |||
EXECUTIVE DEFERRED COMPENSATION PLAN
Our Executive Deferred Compensation Plan allows participants to save for retirement in excess of the limits applicable
under our Retirement and Savings Plan. It is not a tax qualified plan. Eligible employees, including the named executive
officers, may defer up to 100% of their cash compensation (that is, salary and bonus) in excess of the amounts first
deferred into the Retirement and Savings Plan. We provide a match of $0.50 for each $1.00 deferred under the plan, up to
a maximum of 8% of the participant’s compensation less the amount credited to the Retirement and Savings Plan. In
addition, we may make a discretionary matching contribution of up to $0.50 on each $1.00 up to 8% of the participant’s
compensation. This is the only non-qualified retirement plan offered to senior executives. The Company does not have a
pension plan and does not have a supplemental executive retirement program.
SEVERANCE PLAN
The Company has a severance plan that has been in effect since 2003 and applies to employees at the level of senior
vice president and above. The Culture and Compensation Committee believes that a severance plan allows the Company
to provide properly designed severance benefits on a consistent basis, which promotes stability and continuity of senior
management. As part of the annual executive compensation review process, the Committee reviews the key terms of the
severance plan with its compensation consultant. The provision of severance upon a change-in-control aligns the
Company’s interests with its stockholders by eliminating distractions that arise with the uncertainty of these transactions
and avoiding the loss of key members of management during a critical period. The severance plan requires a “double
trigger” for payment in the context of a change-in-control, that is, there must be both a change in control and a termination
by the Company without “cause” or by the executive for “good reason” in the period beginning 30 days prior to the change
in control and ending one year after the change-in-control. The severance plan does not provide for tax gross-ups on any
payments made in connection with a termination or a change in control. The cost of any excise tax that a member of
senior management might incur related to a payment under the plan would be borne by the individual. In addition, prior to
its annual compensation determinations, the Committee reviews the level of severance pay and benefits that the named
executive officers would receive under the plan and under equity award agreements. Under the restricted stock unit
agreements, a change in control coupled with a triggering event would result in the acceleration and vesting of all long-
term incentive awards.
For additional information regarding the severance plan, including an estimate of payments the named executive officers
would have been entitled to receive on December 31, 2025 upon various termination events, see “Executive Officer
Compensation—Severance, Retirement and Change in Control Payments.”
IMPACT OF SECTION 162(m) ON COMPENSATION
Section 162(m) of the Internal Revenue Code places a limit of $1,000,000 per person on the amount of compensation that
a public company may deduct in any year with respect to certain current or former executive officers. The Culture and
Compensation Committee believes that stockholder interests are best served by not restricting the Committee’s flexibility
in structuring compensation plans, even though such plans may result in non-deductible compensation expenses.
Accordingly, achieving the desired flexibility in the design and delivery of compensation may result in compensation that in
certain cases is not deductible by the Company for federal income tax purposes. In the event that some portion of
employee compensation is subject to Internal Revenue Code Section 162(m) and is not deductible, our taxable income
would increase to the extent of the disallowed deduction and, as a real estate investment trust, we could be required to
make additional dividend distributions to our stockholders, or to pay tax on the undistributed income provided that we have
distributed at least 90% of our taxable income, excluding capital gain.
73
Executive Officer Compensation
Summary Compensation Table for Fiscal Year 2025
Name | Year | Salary(1) | Stock Awards(2) | Non-Equity Incentive Plan Compensation(3) | All Other Compensation(4) | Total | |||||
Richard E. Marriott (*) Chairman of the Board | 2025 | $396,777 | — | $512,100 | $68,606 | $977,483 | |||||
2024 | 396,777 | — | 460,800 | 74,314 | 931,891 | ||||||
2023 | 396,777 | — | 525,900 | 65,106 | 987,783 | ||||||
James F. Risoleo President and Chief Executive Officer | 2025 | 1,100,000 | $9,569,880 | 3,697,100 | 468,244 | 14,835,223 | |||||
2024 | 1,100,000 | 11,418,105 | 3,365,400 | 546,872 | 16,430,377 | ||||||
2023 | 1,050,000 | 12,746,827 | 3,511,400 | 386,359 | 17,694,586 | ||||||
Sourav Ghosh Executive Vice President, Chief Financial Officer | 2025 | 700,000 | 2,785,476 | 1,613,300 | 249,886 | 5,348,662 | |||||
2024 | 675,000 | 3,224,078 | 1,180,100 | 209,639 | 5,288,817 | ||||||
2023 | 600,000 | 2,750,354 | 1,180,300 | 218,796 | 4,749,450 | ||||||
Nathan S. Tyrrell Executive Vice President, Chief Investment Officer | 2025 | 670,000 | 2,319,025 | 1,544,200 | 212,566 | 4,745,792 | |||||
2024 | 650,000 | 2,835,166 | 1,071,400 | 193,500 | 4,750,066 | ||||||
2023 | 600,000 | 3,278,861 | 1,120,300 | 211,229 | 5,210,390 | ||||||
Michael E. Lentz Executive Vice President, Development, Design & Construction | 2025 | 570,000 | 1,454,894 | 1,204,200 | 142,260 | 3,371,354 | |||||
2024 | 550,000 | 1,723,537 | 906,600 | 173,552 | 3,353,689 | ||||||
2023 | 500,000 | 1,606,462 | 983,600 | 157,503 | 3,247,565 | ||||||
Julie P. Aslaksen Executive Vice President, General Counsel and Secretary | 2025 | 570,000 | 1,266,027 | 1,204,200 | 172,598 | 3,212,825 | |||||
2024 | 550,000 | 1,531,651 | 961,600 | 128,264 | 3,171,514 | ||||||
2023 | 510,000 | 1,764,861 | 952,300 | 73,581 | 3,300,742 | ||||||
*Mr. Marriott is not a named executive officer under the SEC rules, but summary compensation information is provided in the interest
of full disclosure.
(1)Salary. Salary is established at an annual rate, determined on the basis of a 52-week year, and is paid bi-weekly. The amount listed
in the salary column includes amounts deferred at the election of the named executive officer under our Executive Deferred
Compensation Plan in any such year.
(2)Stock Awards. The amounts in this column reflect the aggregate grant date fair value of restricted stock unit awards calculated in
accordance with FASB ASC Topic 718, based upon the probable outcome of the performance conditions as of the grant date for
performance-based awards, excluding the effect of estimated forfeitures, which is the methodology that the Company uses to
expense the awards for accounting purposes. The Culture and Compensation Committee makes its assessments on the
appropriate share amounts for restricted stock unit awards using a 60 calendar day average of the closing stock prices of the
Company's common stock in order to mitigate the effects of volatility. Differences between grant date stock price value and the 60-
day average price will result in differing valuations. For that reason, the 2025 target compensation values discussed previously in the
Compensation Discussion and Analysis (CD&A) section may be higher or lower than the grant date fair value of the award for
accounting purposes and as reflected on the Summary Compensation Table above.
The CD&A explains the conditions for vesting of the restricted stock units, which for 2025 are: (i) the Company’s performance
against annual Adjusted EBITDAre goals, which vests at the end of a three-year period, (ii) the results of the Company’s total
stockholder return compared against the NAREIT Lodging & Resorts Index over a three-year performance period, and (iii) time-
based, with restricted stock units vesting over a three-year period in substantially equal installments. The values included in the table
for 2025 reflect the full value of the 2025 awards with time-based vesting or vesting based on three-year total stockholder return, but
only the portion of the awards that vest based on Adjusted EBITDAre that are tied to 2025 performance, because annual
performance goals for this metric are set at the beginning of the applicable year. Since future year targets were not set as of
December 31, 2025, there was no grant date fair value for accounting purposes for those portions of the award that vest based on
Adjusted EBITDAre performance for 2026 and 2027. Similarly, the amounts shown in the table for 2025 also include the portion of
the restricted stock units granted in 2023 and 2024 that vest based on 2025 Adjusted EBITDAre performance, which performance
goals were set at the beginning of 2025.
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Executive Officer Compensation | |||
Assuming the highest level of performance is achieved and all restricted stock units vest, the fair value of the 2025 restricted stock
unit awards calculated in accordance with FASB ASC Topic 718 would be as follows: Mr. Risoleo, $11,830,691; Mr. Ghosh,
$3,413,053; Mr. Tyrrell, $2,868,844; Mr. Lentz, $1,792,738 and Ms. Aslaksen, $1,566,548. These amounts reflect the maximum
value of the time-based and three-year total stockholder return vesting portions and the maximum value of the tranches of the
restricted stock units granted in 2023, 2024, and 2025 that vest based on 2025 Adjusted EBITDAre performance.
For information on the assumptions and methodology used in calculating the grant date fair values based on the probability of
achievement at target as reflected in the table, see “Note 9—Employee Stock Plans—Senior Executive Plan” in the Notes to
Consolidated Financial Statements in our 2025 Annual Report on Form 10-K.
(3)Non-Equity Incentive Plan Compensation. These amounts reflect the annual cash incentive awards paid to each named
executive officer or deferred under the Executive Deferred Compensation Plan.
(4)All Other Compensation. All Other Compensation consists of the following amounts:
uMatching contributions of $11,750 made under the Retirement and Savings Plan (401(k) Plan) to each of Mr. Marriott, Mr.
Risoleo, Mr. Ghosh, Mr. Tyrrell, Mr. Lentz and Ms. Aslaksen.
uDiscretionary matching contributions of $11,750 made under the Retirement and Savings Plan to each of Mr. Marriott, Mr.
Risoleo, Mr. Ghosh, Mr. Tyrrell, Mr. Lentz and Ms. Aslaksen.
uMatching contributions made under the Executive Deferred Compensation Plan as follows: Mr. Marriott, $22,553; Mr.
Risoleo, $166,866; Mr. Ghosh, $63,408; Mr. Tyrrell, $57,869; Mr. Lentz, $47,277 and Ms. Aslaksen, $48,948.
uDiscretionary matching contributions made under the Executive Deferred Compensation Plan as follows: Mr. Marriott,
$22,553; Mr. Risoleo, $166,866; Mr. Ghosh, $63,408; Mr. Tyrrell, $57,869; Mr. Lentz, $47,277; and Ms. Aslaksen,
$48,948.
uPerquisites and other personal benefits provided to Mr. Risoleo in 2025 equaled $67,020, which includes dining and
complimentary rooms and other hotel services when on personal travel at hotels owned by us or managed by our major
operators (in an amount equal to $37,549), financial planning and tax services, commuting expenses, a club membership
to facilitate business events and meetings, and spousal travel for business events.
Perquisites and other personal benefits provided to other named executive officers in 2025 included dining and
complimentary rooms and other hotel services when on personal travel at hotels owned by us or managed by our major
operators, financial planning and tax services, executive physicals, and spousal travel for business events. The amounts
were as follows: Mr. Ghosh, $51,478 (of which dining, rooms and hotel services totaled $44,448); Mr. Tyrrell, $36,591; Mr.
Lentz $14,681 and Ms. Aslaksen, $28,110 (of which dining, rooms and hotel services totaled $26,110). For 2025, there
were no reportable perquisites or other personal benefits provided to Mr. Marriott.
uTax reimbursements associated with the 2025 perquisites and other personal benefits as follows: Mr. Risoleo, $43,991;
Mr. Ghosh, $48,093; Mr. Tyrrell, $36,737; Mr. Lentz, $9,525 and Ms. Aslaksen, $23,092.
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Executive Officer Compensation | |||
Grants of Plan-Based Awards in Fiscal Year 2025
The following table provides information about the possible payments under our annual cash incentive award in 2025 and
the awards of restricted stock units in 2025.
Name | Grant Date | Estimated Possible Payments Under Non-Equity Incentive Plan Awards (1) | Estimated Future Payments Under Equity Incentive Plan Awards (2) | All Other Stock Awards(3) # | Full Grant Date Fair Value (4) | ||||
Threshold $ | Target $ | Maximum $ | Threshold # | Target # | Maximum # | ||||
Richard E. Marriott | 5-Feb-25 | $148,791 | $297,583 | $595,166 | |||||
James F. Risoleo | 5-Feb-25 | 962,500 | 1,925,000 | 3,850,000 | |||||
5-Feb-25 | 159,244 | 318,489 | 636,977 | $5,960,573 | |||||
5-Feb-25 | 220,483 | 3,609,307 | |||||||
Sourav Ghosh | 5-Feb-25 | 420,000 | 840,000 | 1,680,000 | |||||
5-Feb-25 | 45,694 | 91,388 | 182,776 | 1,702,682 | |||||
5-Feb-25 | 66,145 | 1,082,794 | |||||||
Nathan S. Tyrrell | 5-Feb-25 | 402,000 | 804,000 | 1,608,000 | |||||
5-Feb-25 | 38,626 | 77,252 | 154,504 | 1,445,571 | |||||
5-Feb-25 | 53,357 | 873,454 | |||||||
Michael E. Lentz | 5-Feb-25 | 313,500 | 627,000 | 1,254,000 | |||||
5-Feb-25 | 24,078 | 48,156 | 96,312 | 899,067 | |||||
5-Feb-25 | 33,954 | 555,827 | |||||||
Julie P. Aslaksen | 5-Feb-25 | 313,500 | 627,000 | 1,254,000 | |||||
5-Feb-25 | 21,095 | 42,190 | 84,380 | 789,595 | |||||
5-Feb-25 | 29,104 | 476,432 | |||||||
(1)As described under “Annual Cash Incentive” in the CD&A, these are amounts that may be earned based on the performance of the
Company in achieving one-year performance goals based on capital expenditure cash flow and return on invested capital, and on
the personal performance by each executive towards achieving the Company’s annual business plan as approved by the Culture
and Compensation Committee. The actual amounts earned by the named executive officers in 2025 are reflected in the Summary
Compensation Table under the column “Non-Equity Incentive Plan Compensation” and are described in the CD&A under “2025
Compensation Results—Annual Cash Incentive.”
(2)Under our 2025 compensation program, senior management received a restricted stock unit award on February 5, 2025, which was
eligible to vest subject to performance conditions. The performance conditions of the restricted stock units under our 2025
compensation program are (i) the Company’s performance against Adjusted EBITDAre goals for 2025 which will vest in 2028, and
(ii) the results of the Company’s annual total stockholder return compared against the NAREIT Lodging & Resorts Index over a
forward-looking three-year performance period. Dividends accrue on the restricted stock units but are not paid unless the restricted
stock units vest. The amounts shown in the table also include the portion of the restricted stock units under our 2023 and 2024
compensation programs that are earned based on 2025 Adjusted EBITDAre performance goals set at the beginning of 2025 and
vest in 2026 and 2027. See the Outstanding Equity Awards at 2025 Fiscal Year End table below for additional information on these
awards.
(3)Under our 2025 compensation program, senior management received a time-based restricted stock unit award on February 5, 2025
with restricted stock units vesting annually over a three-year period measured from the grant date in substantially equal installments,
provided the executive remains employed by the Company at the time of vesting. The full number of restricted stock units that could
vest during the three-year period is shown, even though the executive will not fully vest in these units until the third anniversary of
the grant date.
(4)The amounts reflect the grant date fair value of restricted stock unit awards calculated in accordance with FASB ASC Topic 718,
excluding the effect of estimated forfeitures. See “Note 9—Employee Stock Plans—Senior Executive Plan” in the Notes to
Consolidated Financial Statements in our 2025 Annual Report on Form 10-K for information on the assumptions and methodology
used in calculating the grant date fair values.
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Executive Officer Compensation | |||
Outstanding Equity Awards at 2025 Fiscal Year End
The following table summarizes all the equity awards made to the named executive officers that were outstanding as of
December 31, 2025.
OPTION AWARDS (1) | STOCK AWARDS | ||||||||
Name | Grant Date | Number of Shares Underlying Unexercised Options Exercisable # | Number of Shares Underlying Unexercised Options Unexercisable # | 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 (2) $ | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have not Vested (3) # | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested (4) $ |
James F. Risoleo | 08-Feb-23 | 63,920 | 1,133,302 | 575,280 | 10,199,714 | ||||
07-Feb-24 | 133,510 | 2,367,132 | 525,693 | 9,320,537 | |||||
05-Feb-25 | 220,483 | 3,909,164 | 496,086 | 8,795,600 | |||||
Sourav Ghosh | 08-Feb-23 | 13,947 | 247,280 | 125,516 | 2,225,399 | ||||
07-Feb-24 | 39,421 | 698,934 | 155,218 | 2,752,006 | |||||
05-Feb-25 | 66,145 | 1,172,751 | 148,827 | 2,638,707 | |||||
Nathan S. Tyrrell | 08-Feb-23 | 15,496 | 274,744 | 139,460 | 2,472,626 | ||||
07-Feb-24 | 32,727 | 580,250 | 128,860 | 2,284,688 | |||||
05-Feb-25 | 53,357 | 946,020 | 120,054 | 2,128,562 | |||||
Michael E. Lentz | 14-Mar-16 | 13,980 | — | 16.87 | 14-Mar-26 | ||||
08-Feb-23 | 8,523 | 151,113 | 76,704 | 1,359,962 | |||||
07-Feb-24 | 20,826 | 369,245 | 82,001 | 1,453,878 | |||||
05-Feb-25 | 33,954 | 602,004 | 76,398 | 1,354,532 | |||||
Julie P. Aslaksen | 08-Feb-23 | 8,523 | 151,113 | 76,704 | 1,359,962 | ||||
07-Feb-24 | 17,851 | 316,498 | 70,287 | 1,246,189 | |||||
05-Feb-25 | 29,104 | 516,014 | 65,484 | 1,161,031 | |||||
(1)Mr. Lentz's option awards are fully vested and have a 10-year life from the date of grant. The Company discontinued granting
options after 2016.
(2)These columns reflect the number and value of time-based restricted stock units awarded under our 2023, 2024 and 2025
compensation programs. The restricted stock units vest annually over a three-year period measured from the grant date in
substantially equal installments provided the executive remains employed by the Company at the time of vesting. For the 2025
award, the full three-year number of restricted stock units is shown, even though the executive will not fully vest in these restricted
stock units until February 5, 2028. For the 2024 award, the remaining two-thirds of the unvested award is shown. For the 2023
award, the remaining one-third of the unvested award is shown. The value is based on the closing price of our stock on December
31, 2025 of $17.73 multiplied by the number of restricted stock units.
(3)The number of shares under this column includes restricted stock units awarded under our 2023, 2024 and 2025 compensation
programs which are eligible to vest subject to the attainment of performance conditions. The 2023 award vests based on (i)
performance against Adjusted EBITDAre goals for 2023, 2024 and 2025; while the goals are set annually, the award vests only in
2026, and (ii) the results of the Company’s total stockholder return over a three-year performance period from 2023-2025. The 2024
award vests based on (i) performance against Adjusted EBITDAre goals for 2024, 2025 and 2026; while the goals are set annually,
the award vests only in 2027, and (ii) the results of the Company’s total stockholder return over a three-year performance period
from 2024-2026. The 2025 award vests based on (i) performance against Adjusted EBITDAre goals for 2025, 2026 and 2027; while
the goals are set annually, the award vests only in 2028, and (ii) the results of the Company’s total stockholder return over a three-
year performance period from 2025-2027. For all awards, the Company’s total stockholder return performance is compared against
the NAREIT Lodging & Resorts Index over a three-year performance period. For the portions of the awards eligible to vest for 2025,
the determination of whether and to what extent those measures were satisfied was made by the Culture and Compensation
Committee in February 2026. The number of shares shown assumes maximum performance, except the restricted stock units
eligible to vest based on performance against Adjusted EBITDAre goals for 2026 and 2027 are shown based on threshold
performance.
(4)The value is calculated based on the closing price of our stock on December 31, 2025 of $17.73 multiplied by the number of
performance-based awards shown in the prior column.
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Executive Officer Compensation | |||
Option Exercises and Stock Vested in Fiscal Year 2025
The chart below shows stock awards that vested by the named executive officers during 2025. No stock options were
exercised by the named executive officers in 2025. The Company does no t
restricted stock units shown vested in February 2025 based on performance against annual Adjusted EBITDAre goals for
2022, 2023 and 2024 and the results of the Company's total stockholder return performance over a three-year period from
2022 to 2024. Restricted stock units which vested based on performance for 2025 did not vest until February 2026 when
the Culture and Compensation Committee met and made its determinations on performance measures and are not
included in the table below.
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) | ||||
James F. Risoleo | — | — | 649,038 | $10,986,312 | ||||
Sourav Ghosh | — | — | 162,355 | 2,748,396 | ||||
Nathan S. Tyrrell | — | — | 174,858 | 2,960,983 | ||||
Michael E. Lentz | — | — | 86,861 | 1,469,968 | ||||
Julie P. Aslaksen | — | — | 88,946 | 1,505,753 | ||||
(1)These are (i) performance-based awards that vested on February 18, 2025, the date that the Culture and Compensation Committee
determined the results on performance measures for 2024, and (ii) time-based restricted stock units that vested during 2025.
(2) The value realized on vesting is determined by multiplying the shares vested by the closing prices of the Company’s common stock
on the applicable dates of vesting.
Nonqualified Deferred Compensation
The Company has an Executive Deferred Compensation Plan in which the named officers participate. This is the only
non-qualified retirement plan offered to senior executives. The Company does not have a pension plan and does not have
a supplemental executive retirement program.
The following table summarizes the named executive officers’ compensation under the Executive Deferred Compensation
Plan as of December 31, 2025. The aggregate balance shown includes amounts earned through December 31, 2025 and
voluntarily deferred.
Name | Executive Contributions in Last Fiscal Year | Company Contributions in Last Fiscal Year | Company Discretionary Contributions in Last Fiscal Year(1) | Aggregate Earnings in Last Fiscal Year | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last Fiscal Year-End (1) | |||||
James F. Risoleo | $357,232 | $166,866 | $166,866 | $1,404,482 | — | $14,408,981 | |||||
Sourav Ghosh | 150,316 | 63,408 | 63,408 | 239,184 | — | 1,690,470 | |||||
Nathan S. Tyrrell | 139,238 | 57,869 | 57,869 | 415,439 | — | 3,070,881 | |||||
Michael E. Lentz | 177,081 | 47,277 | 47,277 | 205,896 | — | 1,503,153 | |||||
Julie P. Aslaksen | 122,454 | 48,948 | 48,948 | 43,772 | — | 437,686 | |||||
(1)Amounts reflect vested values as of December 31, 2025 for all named executive officers. Amounts shown in the “Aggregate Balance
at Last Fiscal Year-End” column include the Company’s discretionary contributions for fiscal year 2025, even though such amounts
were not deposited into the accounts under the Executive Deferred Compensation Plan until February 2026.
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Executive Officer Compensation | |||
Under the Executive Deferred Compensation Plan, participants may defer any portion of their base salary or any amounts
awarded under the annual cash incentive award program. Participants direct their deferrals into investment funds, which
are substantially the same funds available for investment under the 401(k) Plan. Participants’ accounts may or may not
appreciate, and may depreciate, depending on the performance of their investment choices. The Company does not
guarantee any returns and none of the investment choices provide interest at above-market rates. The Company matches
$0.50 of each $1.00 deferred, up to a maximum of 8% of the participant’s compensation less the amount credited to the
401(k) Plan. The Company may provide an annual discretionary matching contribution of up to $0.50 on each $1.00
deferred up to 8% of the participant’s compensation.
Participants fully vest in Company contributions after three years of continued employment. The vesting schedule is 33%
vesting after one year; 66% vesting after two years; and 100% vesting after three years or more. All named executive
officers who have contributed to the plan are fully vested. Company contributions are fully vested (100%) for distributions
related to normal retirement, death, disability and change of control.
The Executive Deferred Compensation Plan offers automatic lump sum distributions upon death or disability. The
participant may elect to receive lump sum or installment distributions upon separation from service, or with respect to his
or her deferrals only (but not Company contributions) on such other dates certain that a participant may elect. Such
elections are made at the time the participant elects to defer compensation for a year. However, “key employee”
distributions payable upon separation from service will be delayed for six months. Participants may also elect to receive a
lump sum distribution of their account in the event of a change in control. Plan assets are held in a rabbi trust.
Severance, Retirement and Change in Control Payments
SEVERANCE
The Company has a severance plan that applies to its senior executives, which was adopted in 2003 and amended and
restated effective as of December 31, 2015. The plan provides for benefits in the event of a senior executive’s death or
disability, or where a senior executive leaves the Company under the following circumstances:
uAs a result of a termination without “cause.” “Cause” is defined broadly to include failure to perform assigned
duties in a reasonable manner, or as a result of incompetence or neglect; violating a material policy of the
Company; engaging in any act of dishonesty or bad faith with respect to the Company or its affairs;
committing any act that reflects unfavorably on the executive or the Company; or engaging in any other
conduct that in the reasonable judgment of the Board justifies termination.
uAs a result of a voluntary termination by the executive for “good reason.” “Good reason” means that there
has been a material diminution in such executive’s authority, duties or responsibilities; a material diminution
in an executive’s overall compensation opportunity; or a material change in the geographic location at which
an executive is required to perform his or her duties for the Company. “Good reason” does not include a
change that is solely a diminution in title or a change in reporting relationships.
An executive or member of senior management who is terminated for cause or who voluntarily leaves without good
reason is not entitled to any benefits under the Severance Plan.
The key benefits under the Severance Plan for a termination without “cause” or a voluntary departure for “good reason,”
which are contingent on the execution of a release and a one-year non-competition agreement with the Company, are:
uAn executive would receive a payment equal to a multiple of his or her current annual base salary and the
average cash incentive bonus that was paid over the prior three-years. For example:
■The president and chief executive officer would be entitled to receive a payment equal to 2x his or her
current base salary and 2x his or her average annual cash incentive award over the prior three years.
■All other executives would be entitled to receive a payment equal to 1x his or her current base salary
and 1x his or her average annual cash incentive award over the prior three years.
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Executive Officer Compensation | |||
uWe would pay for the continuation of the executive’s health and welfare benefits for up to 18 months or until
the executive is re-employed, whichever period is shorter.
The Company does not “gross up” or pay any excise tax associated with these payments. The cost of any tax would be
borne by the executive. In addition, under the terms of the restricted stock unit agreements, following a termination without
"cause" or a voluntary departure for "good reason", the executives’ restricted stock unit award would accelerate and vest
as follows:
uThe executive would vest in the unvested portion of the time-based award that would have otherwise vested
during the twelve months following the date of termination; and
uIf such termination occurs in the final year of the performance period, the executive would also remain
eligible to vest in the portion of the relative total stockholder return award and three-year Adjusted EBITDAre
award which had been scheduled to vest in the year in which the termination date occurs based on the
Company’s actual performance during the performance period as determined by the Culture and
Compensation Committee.
The table below quantifies the compensation that would become payable to a senior executive assuming employment
ended on December 31, 2025. The compensation and benefits are in addition to benefits available generally to all
employees, such as distributions under the Company’s Retirement and Savings Plan and accrued vacation pay.
POTENTIAL SEVERANCE PAYMENTS
Mr. Risoleo | Mr. Ghosh | Mr. Tyrrell | Mr. Lentz | Ms. Aslaksen | ||||||
Termination payment (1) | $9,249,267 | $2,024,567 | $1,915,300 | $1,601,467 | $1,609,367 | |||||
Restricted Stock Units (2) | 12,804,872 | 2,991,654 | 3,106,810 | 1,761,068 | 1,706,016 | |||||
Cost of benefit continuation (3) | 44,500 | 65,852 | 65,852 | 65,852 | 65,852 | |||||
Deferred compensation balance (4) | 14,408,981 | 1,690,470 | 3,070,881 | 1,503,153 | 437,686 | |||||
Total | $36,507,619 | $6,772,542 | $8,158,843 | $4,931,539 | $3,818,920 | |||||
(1)Amounts reflected are a multiple of base salary and average annual incentive award. The president and chief executive officer would
receive two times his or her base salary and two times the average of his or her annual incentive award for 2023, 2024, and 2025.
All other executives would receive one times his or her base salary and one times the average of his or her annual incentive award
for 2023, 2024 and 2025.
(2)Amounts are based on the closing price of our stock on December 31, 2025 of $17.73 and vesting as described above.
(3)Amounts reflect the costs associated with continuation of coverage for group medical, vision and dental benefits for 18 months
based on current COBRA rates.
(4)The amounts shown reflect the vested portion of deferred compensation account balances as of December 31, 2025.
RETIREMENT
Under the terms of the Company's restricted stock unit agreements, an executive's restricted stock unit awards would vest
as follows if the executive's employment terminates as a result of his or her retirement:
uSubject to the consent of the Culture and Compensation Committee, the executive would immediately vest
in the unvested portion of all time-based awards; and
uA pro-rated portion of the Adjusted EBITDAre performance award and the relative total stockholder return
performance award would vest following the end of the performance period based on the Company's actual
level of performance for the performance period.
For purposes of the restricted stock unit agreements, an executive is "retirement" eligible when (i) the executive has
attained age 55, (ii) the executive's full-time employment with the Company equals or exceeds five years of service and
(iii) the executive's age plus years of service with the Company as a full time employee equals or exceeds 68.
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Executive Officer Compensation | |||
As of December 31, 2025, Mr. Risoleo and Mr. Lentz were our only named executive officers eligible for retirement.
Based on the closing price of our stock on December 31, 2025 of $17.73 and vesting as described above, the value of the
restricted stock units vesting upon their hypothetical retirement on December 31, 2025 would have been $25,845,762 and
$3,783,629, respectively.
CHANGE-IN-CONTROL
All "change-in-control" payments and benefits are subject to a "double trigger," meaning that payments are made only when both a change in control of the Company and a qualifying termination of employment occur. |
The Severance Plan also provides for certain payments in the event that there is a “double trigger,” that is a change in
control of the Company and the occurrence of any of the following events during the period beginning 30 days prior to the
change in control and ending one year after a change in control:
uA termination of the executive without “cause,” as previously explained above;
uA voluntary termination by the executive for “good reason,” as previously explained above.
If a double trigger occurs, the key benefits under the Severance Plan, which are contingent on the execution of a release
and a one-year non-competition agreement with the Company, are:
uAn executive would receive a payment equal to a multiple of his or her current annual base salary and the
average cash incentive bonus that was paid over the prior three years. For example:
■The president and chief executive officer would be entitled to receive a payment equal to 3x his or her
current base salary and 3x his or her average annual cash incentive award over the prior three years.
■All other executives would be entitled to receive a payment equal to 2x his or her current base salary
and 2x his or her average annual cash incentive award over the prior three years.
uAn executive would be entitled to receive a pro-rata portion of his or her annual cash incentive award for the
year based on a “target” level of performance on all measures.
uWe would pay for the continuation of the executive’s health and welfare benefits for up to 18 months or until
the executive is re-employed, whichever period is shorter.
The Company does not provide any consideration for excise taxes that the named executive officers might incur as a
result of these payments. The cost of any tax would be borne by the executive. In addition, under the terms of the
restricted stock unit agreements, the executives’ restricted stock unit award would accelerate and all then unvested
restricted stock units would vest if the executive is terminated without “cause” or resigns for “good reason” following a
change in control (with performance-based restricted stock units vesting based on the high level of performance).
The table below quantifies the compensation that would become payable to a senior executive under these circumstances
assuming that both triggering events occurred on December 31, 2025. The compensation and benefits are in addition to
benefits available generally to all employees, such as distributions under the Company’s 401(k) Plan and accrued
vacation pay.
POTENTIAL CHANGE-IN-CONTROL PAYMENTS
Mr. Risoleo | Mr. Ghosh | Mr. Tyrrell | Mr. Lentz | Ms. Aslaksen | ||||||
Termination payment (1) | $13,873,900 | $4,049,133 | $3,830,600 | $3,202,933 | $3,218,733 | |||||
Target Annual Cash Incentive (2) | 1,925,000 | 840,000 | 804,000 | 627,000 | 627,000 | |||||
Restricted Stock Units (3) | 39,988,827 | 11,007,795 | 9,722,777 | 5,949,958 | 5,315,844 | |||||
Cost of benefit continuation (4) | 44,500 | 65,852 | 65,852 | 65,852 | 65,852 | |||||
Deferred compensation balance (5) | 14,408,981 | 1,690,470 | 3,070,881 | 1,503,153 | 437,686 | |||||
Total | $70,241,208 | $17,653,250 | $17,494,110 | $11,348,895 | $9,665,115 | |||||
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Executive Officer Compensation | |||
(1)The termination payment is a multiple of base salary and average annual cash incentive award. The president and chief executive
officer would receive three times his or her base salary and three times the average of his or her annual cash incentive award for
2023, 2024 and 2025. All other executives would receive two times his or her base salary and two times the average of his or her
annual incentive award for 2023, 2024 and 2025.
(2)Under the severance plan, the named executive officers would receive a pro-rata portion of the annual incentive award at the target
level of performance. The amount reflected here is for a full-year since the table is done as of December 31, 2025. This annual cash
incentive would not otherwise be earned until the Culture and Compensation Committee met and determined the results on the
performance measures, which generally occurs in the February following the year of performance.
(3)Under the restricted stock unit agreements, all unvested restricted stock units would accelerate and vest in the event of a change in
control and termination of employment without cause or termination by the executive for good reason. The value is determined by
multiplying the shares by $17.73, the closing price of our stock on December 31, 2025.
(4)Amounts reflect costs associated with the continuation of coverage for group medical, vision and dental benefits for 18 months
based on current COBRA rates.
(5) The amounts shown reflect the vested portion of deferred compensation account balances as of December 31, 2025.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table summarizes information as of December 31, 2025 relating to equity compensation plans of the
Company pursuant to which grants of restricted stock, options, restricted stock units or other rights to acquire shares may
be granted from time to time.
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted average exercise price of outstanding options, warrants and rights (1) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the 1st column) (2) | ||||
Equity compensation plans approved by stockholders | 5,427,790 | $17.50 | 19,613,127 | ||||
Equity compensation plans not approved by stockholders | — | — | — | ||||
TOTAL | 5,427,790 | $17.50 | 19,613,127 | ||||
(1)Restricted stock units do not have an exercise price and were not included in calculating weighted average exercise prices.
(2)Includes the Company’s Employee Stock Purchase Plan and the 2024 Comprehensive Stock and Cash Incentive Plan.
CEO Pay Ratio
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following information regarding the relationship between the annual total compensation of our employees and the annual total compensation of Mr. Risoleo, our Chief Executive Officer. We consider the pay ratio specified herein to be a reasonable estimate, calculated in a manner intended to be consistent with Item 402(u) of Regulation S-K. | 61:1 CEO PAY RATIO |
3x lower than the median | The Company’s CEO pay ratio ranks within the lowest 10% among S&P 500 companies and is 3x lower than the median ratio for S&P 500 companies (195:1) | ||||
We believe executive pay must be internally consistent and equitable to motivate our employees to create stockholder
value. We are committed to internal pay equity, and the Culture and Compensation Committee monitors the relationship
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Executive Officer Compensation | |||
between the pay our executive officers receive and the pay our employees receive. We recognize that our continued
success is highly dependent upon the retention of experienced, motivated and loyal employees at all levels of our
organization. We continually review our compensation practices to ensure that the compensation of every employee
reflects the level of his or her position and responsibilities and is reviewed so as to be competitive to similar positions in
the applicable labor market, while maintaining an appropriate balance between executive compensation and our overall
compensation levels. By doing so, we maintain a highly qualified, stable workforce, which is reflected in the fact that the
average tenure with the Company is 14 years. The compensation program for all employees is aligned with the structure
of executive officer compensation. The primary components of compensation for both employees and executive officers
include: base salary, annual cash incentive bonus, and long-term incentive equity-based compensation (which is granted
to all employees at or above upper middle management). The same metrics (return on invested capital and capital
expenditure cash flow) are the primary components for determining the annual cash incentive bonus for both employees
and executive officers. There are, however, some differences in the design of the long-term incentive equity-based
compensation. While the long-term equity incentive grants for both executive officers and upper middle management
include a total stockholder return component and a component based on Company performance against Adjusted
EBITDAre targets, the grants for upper middle management are also based in part on individual performance objectives.
In contrast, the equity incentive grants for executive officers do not include individual performance objectives and are
solely based on quantitative metrics. Our compensation and benefit programs are designed to encourage and reward all
employees who contribute to our success. For more information on the Company’s compensation philosophy, see “Our
Compensation Program” within the CD&A.
Mr. Risoleo had 2025 annual total compensation of $14,835,223 as reflected in the Summary Compensation Table
included in this proxy statement. Our median employee’s annual total compensation for 2025 was $243,291, as
determined in the same manner as the total compensation for Mr. Risoleo. Based on this information, for 2025, the
estimated ratio of the median of the annual total compensation of all of our employees (other than our CEO) to the annual
compensation of our CEO was 1 to 61.
As permitted under SEC rules, we are using the same median employee for our 2025 pay ratio calculation as we used for
our 2023 pay ratio calculation because we did not experience any meaningful changes in our employee population or
employee compensation arrangements during 2024 or 2025 that we reasonably believe would significantly impact our pay
ratio disclosure. To identify the median employee from our employee population for purposes of our 2023 pay ratio
calculation, we determined the annual total compensation of each of our employees as of December 31, 2023 in
accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. We considered all Company employees,
including those working less than 40 hours per week, and included base salary, annual incentive bonus, and stock
compensation for purposes of determining the median employee. Using this methodology, we determined that our median
employee was a full-time employee with the title of manager.
WORKPLACE DEMOGRAPHICS
To assist investors in their assessment of the Company’s CEO pay ratio, the Company is providing supplemental
information on its workforce. As of December 31, 2025, the Company had 163 employees, all of which work in the United
States. The vast majority work in the Company’s headquarters in Bethesda, Maryland. The employees at the Company’s
properties are the employees of the Company’s third-party hotel managers, who are responsible for hiring and maintaining
employees and setting their compensation. The Company does not use temporary or seasonal workers. As of December
31, 2025, almost all Company employees were full time employees, with five employees classified as part-time. The
workforce is professional, experienced and motivated, with the average tenure of 14 years as noted above. The majority
of the Company’s employees have college degrees and many have advanced degrees as well.
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Executive Officer Compensation | |||
Pay Versus Performance
The following table sets forth information concerning the compensation of our chief executive officer (principal executive
officer or PEO) and the Company’s other named executive officers (NEOs) for 2021 through 2025 and our financial
performance for each such year.
Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO (1) | Average Summary Compensation Table Total for non-PEO NEOs | Average Compensation Actually Paid to non-PEO NEOs (1) | Value of Initial Fixed $100 Investment Based On | Net Income (in millions) | Adjusted EBITDAre (3) (in millions) | |||||||||
Total Stockholder Return | Peer Group Total Stockholder Return(2) | |||||||||||||||
2025 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||
2024 | ||||||||||||||||
2023 | ||||||||||||||||
2022 | ||||||||||||||||
2021 | ( | |||||||||||||||
(1)Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for
the relevant year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below
for each fiscal year:
Year | PEO | Non-PEO NEOs |
2025 | Sourav Ghosh, Nathan Tyrrell, Michael Lentz and Julie Aslaksen | |
2024 | Sourav Ghosh, Nathan Tyrrell, Michael Lentz and Julie Aslaksen | |
2023 | Sourav Ghosh, Nathan Tyrrell, Michael Lentz and Julie Aslaksen | |
2022 | Sourav Ghosh, Nathan Tyrrell, Michael Lentz and Julie Aslaksen | |
2021 | Sourav Ghosh, Nathan Tyrrell, Julie Aslaksen and Joanne Hamilton |
applicable year, adjusted as set forth in the table below. The dollar amounts shown do not reflect the value of vested compensation
actually received by our NEOs during the applicable year. Instead, the dollar amounts also include the values of unvested and
vested equity awards during the applicable year based on year-end stock prices, various accounting valuation assumptions and
projected performance related to our performance-based restricted stock units. “Compensation actually paid,” determined in
accordance with SEC rules, will generally fluctuate due to stock price achievement and varying levels of projected and actual
achievement of performance goals applicable to our restricted stock units. For a discussion of how our Culture and Compensation
Committee assesses performance and our NEOs’ pay each year, please see the Compensation Discussion & Analysis section of
the proxy statements reporting pay for the applicable fiscal years.
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Executive Officer Compensation | |||
2021 | 2022 | 2023 | ||||||
Adjustments | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | ||
Deduction for amounts reported under the “Stock Awards” columns in the Summary Compensation Table for the year | $( | $( | $( | $( | $( | $( | ||
Increase based on ASC 718 Fair Value of awards granted during applicable year that remain unvested as of the applicable year end, determined as of the applicable year end | ||||||||
Increase/deduction for awards granted during prior years that were outstanding and unvested as of the applicable year end, determined based on the change in ASC 718 Fair Value from the prior year end to the applicable year end | ||||||||
Increase/deduction for awards granted during prior years that vested during the applicable year, determined based on change in ASC 718 Fair Value from the prior year end to the vesting date | ( | ( | ||||||
Increase based on Dividends Paid during the year prior to vesting date | ( | ( | ||||||
Deduction of ASC 718 Fair Value of awards granted during prior year that were forfeited during the applicable year, determined as of prior year end | ||||||||
TOTAL ADJUSTMENTS | $ | $ | $ | $ | $ | $ | ||
2024 | 2025 | ||||
Adjustments | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | |
Deduction for amounts reported under the “Stock Awards” columns in the Summary Compensation Table for the year | $( | $( | $( | $( | |
Increase based on ASC 718 Fair Value of awards granted during applicable year that remain unvested as of the applicable year end, determined as of the applicable year end | |||||
Increase/deduction for awards granted during prior years that were outstanding and unvested as of the applicable year end, determined based on the change in ASC 718 Fair Value from the prior year end to the applicable year end | ( | ( | |||
Increase/deduction for awards granted during prior years that vested during the applicable year, determined based on change in ASC 718 Fair Value from the prior year end to the vesting date | ( | ( | |||
Increase based on Dividends Paid during the year prior to vesting date | |||||
Deduction of ASC 718 Fair Value of awards granted during prior year that were forfeited during the applicable year, determined as of prior year end | |||||
TOTAL ADJUSTMENTS | $( | $( | $ | $ | |
85
Executive Officer Compensation | |||
(2)Peer group total stockholder return is based on the cumulative total stockholder return of the NAREIT Lodging & Resorts Index.
Total stockholder return amounts reported assume an initial fixed investment of $100 and that all dividends were reinvested. The
Company and peer group total stockholder return for 2021 represents the one-year return for December 31, 2020 to December 31,
2021; for 2022 the returns shown represent the two-year return from December 31, 2020 to December 31, 2022; for 2023 the
returns shown represent the three-year return from December 31, 2020 to December 31, 2023; for 2024 the returns shown
represent the four-year return from December 31, 2020 to December 31, 2024; and for 2025 the returns shown represent the five-
year return from December 31, 2020 to December 31, 2025.
(3)Adjusted EBITDAre is a predominant measure of operating performance used by real estate investment trusts and the Company
reports the measure in accordance with NAREIT guidelines, with certain adjustments, as a supplemental measure of operating
performance in its earnings releases, financial presentations and SEC filings. For more information on this measure and a
reconciliation to the applicable GAAP measure, see the Company’s Annual Report on Form 10-K in “Management’s Discussion and
Analysis of Financial Condition and Results of Operations—Reconciliation of Net Income to EBITDA, EBITDAre and Adjusted
The graphs below compare the compensation actually paid to our chief executive officer and the average of the
compensation actually paid to our remaining named executive officers with (1) the Company’s total stockholder return and
the cumulative total stockholder return of the NAREIT Lodging & Resorts Index, (2) Company net income, and (3)
Company Adjusted EBITDAre. Total stockholder return amounts reported in the graph assume an initial fixed investment
of $100 and that all dividends were reinvested.
As shown in the graphs below, compensation actually paid to the Company’s named executive officers is aligned with the
Company’s total stockholder return relative to the return of the NAREIT Lodging & Resorts Index, which the Company has
outperformed for each of the time periods presented. The alignment is primarily due to the fact that long-term equity
awards represent the largest component of total target direct compensation, and those equity awards are tied to relative
total stockholder return and Adjusted EBITDAre performance. As noted above in footnote 1 to the Pay Versus
Performance table, the fair value calculations of compensation actually paid will fluctuate based on stock price
achievement. Accordingly, the increase in our stock price that led to the Company's outperformance in total stockholder
return also led to the increase in compensation actually paid.
Compensation actually paid to the named executive officers is also aligned with the Company’s net income and Adjusted
EBITDAre performance. However, the Company does not use net income as a performance measure in setting executive
compensation. Net income is determined using cost accounting for real estate assets which assumes that the value of the
Company’s hotels diminishes predictably over time. Historically, the value of the Company’s hotels do not depreciate over
time but are instead based on other market factors including current hotel revenues and estimated future growth. For this
reason, the Culture and Compensation Committee believes that net income is not the best performance measure for use
in setting executive compensation and has instead used Adjusted EBITDAre as the quantitative metric for the long-term
incentive program. While the increase from 2024 to 2025 in compensation actually paid exceeded the growth rate in
Adjusted EBITDAre performance from 2024 to 2025, this can be attributed to the fact that equity awards to the named
executive officers are tied to both relative total stockholder return and Adjusted EBITDAre performance, and the Company
86
Executive Officer Compensation | |||
87
Executive Officer Compensation | |||
MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES
We believe the following performance measures represent the most important financial performance measures used by
the Company to link compensation actually paid to our named executive officers for the year ended December 31, 2025.
MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES |
R |
For additional details regarding our most important financial performance measures and how they are used in setting
executive compensation, please see the sections titled “2025 Compensation —Long-Term Incentives” and “2025
Compensation—Annual Cash Incentive” in the Compensation Discussion and Analysis section of this proxy statement.
88
Executive Officer Compensation | |||
Culture and Compensation Committee Report To Our Stockholders: The Culture and Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis of the Company. Based on its review and discussions, the Committee recommended to the Board of Directors of the Company that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and this proxy statement. The Culture and Compensation Committee A. William Stein (Chair) Mary L. Baglivo Mary Hogan Preusse Gordon H. Smith |
89
Director Compensation
2025 Director Fees
Directors who are employees receive no fees for their service as a director. Mr. Marriott, Chairman of the Board, and Mr.
Risoleo, President and CEO, were employees of the Company during 2025 and received no director fees. In 2025, we
provided the following annual compensation to the Company’s non-employee directors. Directors are compensated in
cash and stock to align their interests with those of our stockholders.
Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) | All Other Compensation (3) | Total | ||||
Mary L. Baglivo | $108,000 | $180,000 | $77,524 | $365,524 | ||||
Herman E. Bulls | 113,000 | 180,000 | 40,062 | 333,062 | ||||
Mary Hogan Preusse | 115,000 | 180,000 | 73,498 | 368,498 | ||||
Diana M. Laing | 143,000 | 180,000 | — | 323,000 | ||||
Walter C. Rakowich | 113,000 | 180,000 | 81,833 | 374,833 | ||||
Gordon H. Smith | 178,000 | 180,000 | 17,314 | 375,314 | ||||
A. William Stein | 145,000 | 180,000 | 97,435 | 422,435 | ||||
(1)Amount reflects an annual retainer for Board service, committee membership fees and retainers for committee chairs and Lead
Director, as described below.
(2)Amount reflects annual stock awards made pursuant to the Non-Employee Directors’ Deferred Stock Compensation Plan in value
equal to $180,000. The annual stock awards are fully vested upon grant.
(3)Amount reflects:
uComplimentary rooms, food and beverage and other hotel services for directors when they stay at properties owned by
Host or managed by our major operators as follows: Ms. Baglivo, $34,653; Mr. Bulls, $21,994; Ms. Hogan Preusse,
$35,977; Mr. Rakowich, $46,031; Mr. Smith, $9,713; and Mr. Stein, $59,094.
uReimbursement for taxes associated with the value of the above benefit as follows: Ms. Baglivo, $42,871; Mr. Bulls,
$18,068; Ms. Hogan Preusse, $37,520; Mr. Rakowich, $35,802; Mr. Smith, $7,601; and Mr. Stein, $38,341
2025 Director Compensation Program
The Nominating, Governance and Corporate Responsibility Committee reviews and makes recommendations to the
Board of Directors regarding compensation and benefits for the non-employee directors. The Committee generally reviews
the compensatory arrangements of the non-employee directors biennially. The compensatory arrangements for 2024 and
2025 were based on a review conducted in February 2024 by the Committee with the assistance of Pay Governance LLC.
Pay Governance conducted an assessment of the competitiveness of the non-employee directors’ total compensation
using market data, including director compensation practices for companies comprising the S&P 500 Index (of which Host
is a constituent) as well as similar peer group companies used for executive compensation analyses. Set forth below are
the complete components of director compensation for 2025, as approved by the Board upon the recommendation of the
Committee.
CASH COMPENSATION
Non-employee directors receive the following cash compensation in addition to reimbursement of customary and usual
travel expenses:
uretainer of $90,000 per year;
90
Director Compensation | |||
u$8,000 per year for membership on the Nominating, Governance and Corporate Responsibility Committee;
u$15,000 per year for membership on the Audit Committee;
u$10,000 per year for membership on the Culture and Compensation Committee;
u$20,000 per year to the committee chair of the Nominating, Governance and Corporate Responsibility
Committee (Mr. Smith);
u$30,000 per year to the committee chair of the Culture and Compensation Committee (Mr. Stein);
u$30,000 per year to the committee chair of the Audit Committee (Ms. Laing); and
u$50,000 per year to the Lead Director (Mr. Smith).
There are no fees paid for attendance at up to six Board meetings. Non-employee directors receive $1,500 per meeting
for attendance at any Board meetings in excess of six (there were four Board meetings in 2025). Similarly, there are no
fees paid for attendance at up to six meetings of the Nominating, Governance and Corporate Responsibility Committee
and Culture and Compensation Committee and up to eight meetings of the Audit Committee. Non-employee directors
receive $1,500 per meeting for attendance at any committee meetings in excess of those amounts. In 2025, there were
seven Audit Committee meetings, six Culture and Compensation Committee meetings, and four Nominating, Governance
and Corporate Responsibility Committee meetings.
STOCK COMPENSATION—ANNUAL STOCK AWARD
Non-employee directors receive an annual director stock award effective after election at the annual meeting. In 2025, the
value of the award equaled $180,000, with the number of shares determined based on the fair market value of the
Company’s common stock on the date of the 2025 annual meeting.
Pursuant to the Non-Employee Directors’ Deferred Stock Compensation Plan, directors receive the annual stock award in
fully-vested common stock, unless a director makes an election to defer the award into stock units. Directors also elect
when the stock units would be payable, which may be (i) on the 90th day following separation from service from the Board,
in a lump sum or in annual installments up to 10 years, (ii) on the 90th day following the fifth anniversary of the director’s
separation from service from the Board, in a lump sum or in annual installments up to 5 years, or (iii) in a lump sum
payable on the 90th day following the earlier of (A) separation from service or (B) 3 or 5 years from the date of grant. All
directors except Mr. Rakowich and Mr. Bulls elected to defer the 2025 stock award into stock units. The closing price of
our common stock on the annual meeting date of May 14, 2025 was $15.50, which resulted in each director receiving
either 11,612 shares or, if they deferred, credit for 11,612 stock units. Directors who defer their shares are also credited
with dividend equivalents that are equal in value to the dividends paid on our common stock.
STOCK OWNERSHIP POLICY
Non-employee directors must own common stock of the Company (which includes stock units held under the Non-
Employee Directors’ Deferred Stock Compensation Plan) equal in value to five times the annual cash retainer paid to
directors. Compliance with this policy is measured on the first trading day of each calendar year, using the annual cash
retainer then in effect and the closing price of our common stock on that day. Any subsequent change in the value of the
common stock will not affect the amount of stock that directors are required to hold during that year. In the event that the
annual cash retainer increases, a non-employee director will have five years from the time of such increase to acquire any
additional shares needed to meet this requirement. There will be a transition period of five years for non-employee
directors to achieve the ownership requirement. Mr. Marriott and Mr. Risoleo, as employees, are subject to separate stock
ownership requirements applicable to corporate officers. All directors have met the stock ownership requirement.
91
Director Compensation | |||
PERQUISITES
To encourage our directors to visit and personally evaluate and provide feedback on our properties and the managers of
our properties, directors receive complimentary rooms, food and beverage, and other hotel services when they stay at
properties owned by us or managed by our major operators, subject to recommended annual spend of $30,000 with a limit
of $90,000 measured over a three-year period. In addition, directors are reimbursed for taxes associated with the value of
this benefit.
NON-EMPLOYEE DIRECTORS’ DEFERRED STOCK COMPENSATION PLAN
In addition to the annual stock award, the Non-Employee Directors’ Deferred Stock Compensation Plan allows directors to
defer receipt of all or part of their annual cash retainer, committee fees, and committee chair fees until after their service
on the Board has ended. Under this plan, the Company has established a stock unit account for each non-employee
director and all deferred fees are credited to this account as of the date the fee would have been paid. Deferred fees are
converted into stock units based on the fair market value of the Company’s common stock on the date the fee otherwise
would have been paid. Dividends are “reinvested” in additional stock units and credited to the account in stock units based
on the market price of the stock on the date dividends are paid.
Upon termination of service from the Board, a director’s stock unit account is settled by delivering an amount of our shares
of common stock equal to the number of stock units, and, with respect to any deferred cash fees, the Non-Employee
Directors’ Deferred Stock Compensation Plan allows directors to elect to receive such shares commencing (i) on the 90th
day following the director’s separation from service, in a lump sum or in substantially equal annual installments over a
period not to exceed 10 years or (ii) on the 90th day following the fifth anniversary of the director’s separation from service
from the Board, in a lump sum or in annual installments up to 5 years. No directors elected to defer their 2025 annual cash
retainer, committee fees, or committee chair fees. With respect to annual stock awards, directors may also elect to defer
payment of the award as set forth above.
2026 Director Compensation Program
As noted above, the Nominating, Governance and Corporate Responsibility Committee reviews and makes
recommendations to the Board of Directors on compensation and benefits for the non-employee directors. Under its
charter, the Committee is authorized to engage consultants or advisors in connection with its review and analysis and the
Committee retained Pay Governance to assist in its review. At the request of the Committee, Pay Governance conducted
an assessment of the competitiveness of the non-employee directors’ total compensation using market data, including
director compensation practices for the same peer group companies used for executive compensation analyses as well as
director compensation practices for companies comprising the S&P 500 Index (of which Host is a constituent). Upon
review and consideration, the Committee recommended, and the Board of Directors approved, the following changes to
non-employee director compensation effective for 2026 in order to align with the latest market levels:
u$5,000 increase in the annual cash retainer for non-employee directors to $95,000;
ua $10,000 increase in the value of the annual director stock award to $190,000; and
ua $2,000 increase in the annual cash retainer for members of the Nominating, Governance and Corporate
Responsibility Committee to $10,000.
All other compensation for service on the Board and its committees was unchanged, and there were no changes to
director perquisites.
92
Security Ownership of Certain Beneficial
Owners and Management
The following table sets forth the number of shares of our common stock and of the partnership units of Host Hotels &
Resorts, L.P. (our operating partnership) that were beneficially owned as of February 24, 2026 by:
ueach director and director nominee;
ueach executive officer named in the Summary Compensation Table;
uall of our directors and executive officers as a group; and
ubeneficial owners of 5% or more of our common stock.
Information about the ownership of operating partnership units is included because the operating partnership units are
redeemable by holders for cash or, at our election, for shares of the Company’s common stock. As of February 24, 2026,
the Company owns approximately 99% of the operating partnership units.
Name | Number of Shares of Common Stock | % of Shares of Common Stock(1) | Number of Operating Partnership Units | % of Common Stock and Operating Partnership Units(2) | ||||
Directors: | ||||||||
Mary L. Baglivo (3) | 103,137 | * | * | |||||
Herman E. Bulls (3) | 46,286 | * | * | |||||
Mary Hogan Preusse (3) | 97,462 | * | * | |||||
Richard E. Marriott (4) | 5,411,733 | 0.8% | 140,296 | 0.8% | ||||
Diana M. Laing (3) | 40,275 | * | * | |||||
Walter C. Rakowich (3) | 71,425 | * | * | |||||
James F. Risoleo (5) | 2,638,294 | 0.4% | 0.4% | |||||
Gordon H. Smith (3) | 166,359 | * | * | |||||
A. William Stein (3) | 96,243 | * | * | |||||
Non-Director Named Executive Officers: | ||||||||
Sourav Ghosh (5) | 375,457 | * | * | |||||
Nathan S. Tyrrell (5) | 645,562 | * | * | |||||
Michael E. Lentz (5) | 272,753 | * | * | |||||
Julie P. Aslaksen (5) | 287,342 | * | * | |||||
All Directors and Executive Officers as a group: | ||||||||
(14 persons, including the foregoing) (3)(4)(5) | 10,287,825 | 1.5% | 140,296 | 1.5% | ||||
Certain Beneficial Owners: | ||||||||
BlackRock, Inc. (6) | 62,535,475 | 9.1% | 9.1% | |||||
Cohen & Steers, Inc. (7) | 70,904,199 | 10.3% | 10.3% | |||||
Norges Bank (8) | 35,827,449 | 5.2% | 5.2% | |||||
State Street Corporation (9) | 48,780,076 | 7.1% | 7.1% | |||||
The Vanguard Group, Inc. (10) | 115,394,949 | 16.8% | 16.8% | |||||
*Reflects ownership of less than 1/10th of 1%.
(1)Any descriptions of ownership or aggregations of ownership of the Company’s common stock within this proxy statement are based
upon the disclosure requirements of federal securities laws. They do not indicate ownership of common stock under the Internal
93
Security Ownership of Certain Beneficial Owners and Management | |||
Revenue Code of 1986, as amended, or for purposes of the ownership limitations set forth in our Charter. The percent of shares of
common stock presented here is based upon 687,333,299 shares of common stock outstanding as of February 24, 2026.
(2)This column assumes that all operating partnership units held by the named person or group of persons are redeemed for shares of
common stock, but that none of the operating partnership units held by others are redeemed for shares of common stock.
(3)The number of shares of common stock listed here includes common stock equivalents: (a) awarded annually to non-employee
directors under our Non-Employee Directors’ Deferred Stock Compensation Plan; (b) resulting from non-employee directors’ election
to receive part of their annual retainer, committee chair fees and attendance fees in stock pursuant to the Non-Employee Directors’
Deferred Stock Compensation Plan; and (c) common stock equivalents for dividends relating to common stock equivalents held by
each director.
(4)The number of shares of our common stock listed here for Richard E. Marriott includes:
•537,191 shares held in trust for which Richard E. Marriott is a co-trustee;
•76,957 shares held by the wife of Richard E. Marriott;
•270,427 shares held in trust for which the wife of Richard E. Marriott is a trustee; and
•1,330,610 shares held by a limited partnership, the sole general partner of which is a corporation for which Richard E.
Marriott is the controlling stockholder of the voting shares.
It does not include shares held by the adult children of Richard E. Marriott, as to which Mr. Marriott disclaims beneficial ownership.
(5)The number of shares of our common stock listed here do not include restricted stock units granted under the Comprehensive Stock
and Cash Incentive Plan which are subject to forfeiture if the vesting criteria are not satisfied and which are not subject to vesting
within 60 days of February 24, 2026. The number of shares listed do include shares of common stock that may be acquired within
60 days of February 24, 2026 pursuant to the exercise of stock options granted under our Comprehensive Stock and Cash Incentive
Plan. Such shares, however, are not deemed outstanding for the purpose of computing the ownership percentage of any other
person. The following is the amount of vested exercisable options for the one named executive officer who hold stock options:
•Michael E. Lentz – 13,980 vested options
(6)BlackRock, Inc. filed an amended Schedule 13G with the SEC on October 17, 2025 to report beneficial ownership of 62,535,475
shares of our common stock. BlackRock reports that it has the sole power to dispose of all such shares and has sole voting power
with respect to 58,465,692 shares. BlackRock’s business address is 50 Hudson Yards, New York, New York 10001.
(7)Cohen & Steers, Inc. filed an amended Schedule 13G with the SEC on February 13, 2026 to report beneficial ownership of
70,904,199 shares of our common stock. Cohen & Steers reports that it has the sole power to dispose of all such shares and the
sole power to vote 57,472,894 shares. The single largest subsidiary by holding percentage, Cohen & Steers Institutional Realty
Shares, Inc., holds approximately 1.9% of the Company's issued and outstanding stock. There are no beneficial owners greater
than 5%. Cohen & Steers business address is 1166 Avenue of the Americas, 30th Floor, New York NY 10036.
(8)Norges Bank filed an amended Schedule 13G with the SEC on April 10, 2025 to report beneficial ownership of 35,827,449 shares of
our common stock. Norges Bank reports that it has the sole power to dispose of all such shares, and has sole voting power with
respect to all such shares. Norges Bank’s business address is Bankplassen 2, PO Box 1179 Sentrum, NO 0107 Oslo, Norway.
(9)State Street Corporation filed an amended Schedule 13G with the SEC on January 29, 2024 to report beneficial ownership of
48,780,076 shares of our common stock. State Street Corporation reports that it has the shared power to dispose of 48,681,095
shares and the shared power to vote 28,395,056 shares. State Street Corporation’s business address is State Street Financial
Center, 1 Congress Street, Suite 1, Boston, Massachusetts 02114.
(10)The Vanguard Group, Inc. filed an amended Schedule 13G with the SEC on February 13, 2024 to report beneficial ownership of
115,394,949 shares of our common stock. Vanguard reports that it has the sole power to dispose of 111,836,157 shares, has
shared power to dispose of 3,558,792 shares, and has shared power to vote with respect to 1,478,915 shares. The single largest
fund by holding percentage, Vanguard Real Estate Index Fund, holds approximately 3.7% of the Company’s issued and outstanding
stock. There are no beneficial owners greater than 5%. Vanguard’s business address is 100 Vanguard Blvd., Malvern, Pennsylvania
19355.
94
Certain Relationships and Related Person Transactions
Policy on Transactions and Arrangements with Related Persons
In 2007, the Nominating, Governance and Corporate Responsibility Committee recommended, and the Board of Directors
adopted, a written policy with respect to related person transactions which has been updated from time to time. The policy
applies to any transaction, or series of transactions, in which the Company, its subsidiaries or affiliates is or will be a
participant, the amount involved exceeds $120,000, and in which any related person has or will have a direct or indirect
material interest. A related person for purposes of the policy includes:
uany Company executive officer, director or director nominee;
uan owner of 5% or more of Company stock; or
uany immediate family member of any person listed above.
Under the policy, the legal department will determine whether a transaction meets the requirements of a related person
transaction. If so, the transaction will be reviewed by the Board of Directors, if it is part of a transaction which itself would
require Board approval, or in all other circumstances the Audit Committee will review the transaction at its next meeting. In
those instances in which the legal department, in consultation with the chief executive officer, determines that it is not
practicable or desirable for the Company to wait until the next Audit Committee meeting, then the transaction will be
reviewed by the chair of the Audit Committee. Based on its consideration of all the relevant facts and circumstances, each
of the Board, Audit Committee or chair will decide whether to approve the transaction.
As adopted, the policy has standing pre-approvals for transactions that meet specific criteria or are not considered related
person transactions by the SEC. Pre-approved transactions include:
uany transaction with another entity at which a related person’s only relationship is as a director, limited
partner or beneficial owner of less than 10% of that entity’s equity, if the aggregate amount involved does
not exceed the greater of $200,000, or 5% of that entity’s consolidated gross revenues for that year;
uany charitable contribution, grant or endowment by the Company to a charitable organization, foundation or
university at which a related person’s only relationship is as a director, which has been approved pursuant to
the Company’s Charitable Contribution Policy if the aggregate amount involved does not exceed the greater
of $200,000, or 5% of that charitable organization’s total annual revenue;
uany transaction involving a related person where the rates or charges involved are determined by
competitive bids involving third parties who are not related persons;
uindemnification and advancement of expenses to any related person made pursuant to the Company’s
Charter or Bylaws or pursuant to any agreement;
umanagement, operating, licensing and franchise agreements entered into with Marriott International, Inc. and
certain of its subsidiaries to manage hotels owned or leased by the Company or its subsidiaries, including
modifications and amendments to existing agreements, if such agreements, amendments or modifications
are on terms and conditions substantially consistent with the Company’s then current agreements with
Marriott International or other third-party operators; and
uany fees or charges paid in the ordinary course in connection with hotel stays or events at Company owned
properties by a firm, corporation or other entity that is associated with a related person.
95
Certain Relationships and Related Person Transactions | |||
Related Person Transactions
Lodging, Management, License and Franchise Agreements
Prior to October 8, 1993, we and Marriott International, Inc. were operated as a single consolidated company. On October
8, 1993, in connection with the issuance of a special dividend, the consolidated company’s businesses were split between
Host Marriott Corporation (renamed Host Hotels & Resorts, Inc. in 2006) and Marriott International.
Thereafter, we retained the lodging real estate business and the airport/toll road concessions business, while Marriott
International took the lodging and service management businesses. On December 29, 1995, we distributed the airport/toll
road concessions business to our stockholders.
As of December 31, 2025, Richard E. Marriott, the Chairman of our Board, beneficially owned approximately 6.2% of the
outstanding shares of common stock of Marriott International. Mr. Marriott’s brother, J.W. Marriott, Jr., serves as Chairman
Emeritus of the Board of Marriott International and formerly served as Chairman of the Board and Chief Executive Officer.
By reason of Richard E. Marriott’s ownership of such shares, and his brother’s position at Marriott International,
transactions between Marriott International and our Company are considered related person transactions within the
meaning of our policy described above. A summary of our ongoing relationships with Marriott International is provided
below.
Marriott International and certain of its subsidiaries have entered into management and license agreements with us and
certain of our subsidiaries to manage branded full-service hotels owned or leased by us and our subsidiaries. Marriott
International has also entered into franchise agreements with us and our subsidiaries that allow us to use Marriott brands,
associated trademarks, reservation systems and other related items for Marriott hotels for which we have entered into
operating agreements with hotel management companies other than Marriott International. In 2025, we and our
subsidiaries paid $195 million in the aggregate in management and franchise fees to Marriott International. The initial term
of our management agreements with Marriott International range from 10 to 50 years. At certain hotels there are one or
more renewal terms typically exercisable at the option of Marriott International. Certain of these management agreements
condition the manager’s right to exercise renewal options upon the satisfaction of specified economic performance criteria.
Under each management agreement, Marriott International provides comprehensive management services for the hotels.
These agreements typically include the terms described below.
uFees for operational services. Marriott International has sole responsibility and exclusive authority for all
activities necessary for the day-to-day operation of the hotels it manages, including establishing room rates,
securing reservations, procuring inventories, supplies and services, providing periodic inspection and
consultation visits to the hotels by its technical and operational experts and promoting and publicizing the
hotels. Marriott International provides all managerial and other employees for the hotels, reviews the
operation and maintenance of the hotels, prepares reports, budgets and projections, and provides other
administrative and accounting support services to the hotels. These support services include planning and
policy services, financial services, employee staffing and training, corporate executive management and
certain in-house legal services. We have certain approval rights over budgets, capital expenditures,
significant leases and contractual commitments, and various other matters. Marriott International receives
compensation in the form of a base management fee, which in most instances is calculated as a percentage
(generally 3%) of annual gross revenues, and an incentive management fee, which in most instances is
calculated as a percentage (generally 20%) of operating profit after we have received a priority return on our
investment in the hotel.
uChain or system programs and services. Marriott International provides chain or system programs and
services generally that are furnished on a centralized basis. Such services may include the development and
operation of certain computer systems and reservation services, regional or other centralized management
and administrative services, marketing and sales programs and services, training and other personnel
services, and other centralized or regional services as may be determined to be more efficiently performed
on a centralized, regional or group basis rather than on an individual hotel basis. Costs and expenses
incurred in providing these chain or system programs and services generally are allocated on a cost
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Certain Relationships and Related Person Transactions | |||
reimbursement basis among all hotels managed by Marriott International or its affiliates or that otherwise
benefit from these services.
uWorking capital and fixed asset supplies. We are required to provide working capital for each hotel and to
fund the cost of certain fixed asset supplies (for example, linen, china, glassware, silver and uniforms). We
also are responsible for providing funds to meet the cash needs for hotel operations if at any time the cash
available at the hotel is insufficient to meet the financial requirements of that hotel, as occurred during the
COVID-19 pandemic.
uFurniture, fixtures and equipment replacements. We are required to provide Marriott with all furniture,
fixtures and equipment (FF&E) necessary for the operation of the hotels (including funding any required
FF&E replacements). On an annual basis, Marriott International prepares budgets for FF&E to be acquired
and certain routine repairs and maintenance to be performed in the next year and an estimate of the
necessary funds, which budgets are subject to our review and approval. For purposes of funding such
expenditures, a specified percentage (typically 5%) of the gross revenues of each hotel is deposited by the
manager into an escrow or reserve account in our name, to which the manager has access. For certain
hotels, we have negotiated flexibility with Marriott that reduces the funding commitment required as follows:
■For certain hotels, we have entered into an agreement with Marriott International to allow for such
expenditures to be funded from one pooled reserve account, rather than periodic reserve fund
contributions being deposited into separate reserve accounts at each hotel, with the minimum
required balance maintained on an ongoing basis in that pooled reserve account being significantly
lower than the amount that would have been maintained otherwise in such separate hotel reserve
accounts. Upon sale, a hotel-level reserve account would typically be funded (by either the
purchaser or by the Company, as the seller) in the full amount of the reserve balance associated
with the hotel.
■For certain other hotels, periodic reserve fund contributions, which otherwise would be deposited
into reserve accounts maintained by managers at each hotel, are distributed to us and we are
responsible for providing funding of expenditures which otherwise would be funded from reserve
accounts for each of the hotels. Upon sale, a hotel-level reserve account would typically be funded
(either by the purchaser or by the Company, as the seller) in the full amount of the reserve balance
associated with the subject hotel.
uBuilding alterations, improvements and renewals. Generally, Marriott is required to prepare an annual
estimate of the expenditures necessary for major repairs, alterations, improvements, renewals and
replacements to the structural, mechanical, electrical, heating, ventilation, air conditioning, plumbing and
elevators of each hotel, along with alterations and improvements to the hotel as are required, in Marriott’s
reasonable judgment, to keep the hotel in a competitive, efficient and economical operating condition that is
consistent with brand standards. We generally have approval rights as to such budgets and expenditures,
which we review and approve based on Marriott’s recommendations and on our judgment. Expenditures for
these major repairs and improvements affecting the hotel building typically are funded directly by us but may
also be funded from the FF&E reserve account.
uLicense and Franchise Services. In addition to hotels managed by Marriott International, we also own
certain hotels that are managed by independent managers but are affiliated with the Marriott brand through
the use of a license or franchise agreement. These agreements allow us to engage independent managers
to operate our hotels under the applicable brand name and participate in Marriott's reservation and loyalty-
rewards systems. These franchise or license agreements address matters pertaining to the use of the
designated brand, including rights to use trademarks, service marks and logos, matters related to
compliance with certain brand standards and policies which we are required to maintain, and the provision of
certain system programs (including reservations) and centralized services. The terms of these license or
franchise agreements generally are 20 years. Marriott International receives compensation in the form of
license fees (generally a specified percentage of gross revenues, typically 5%, attributable to room sales
and, in certain instances, a certain percentage of gross revenues, typically 2%, attributable to food and
beverage sales. The hotel also pays Marriott International certain system fees and reimbursable expenses.
97
Certain Relationships and Related Person Transactions | |||
Property Transaction
On February 17, 2026, we completed the sale of the 125 room Four Seasons Resort and Residences, Jackson Hole and
the 444 room Four Seasons Resort Orlando at Walt Disney World® Resort for $1.1 billion to BDT & MSD Partners. Teddy
Overton, stepson of our CEO, James Risoleo, is a principal at BDT & MSD Partners and worked on the transaction on
behalf of BDT & MSD Partners. Mr. Risoleo did not participate in the negotiations with BDT & MSD Partners. The
transaction was reviewed and approved by the Company's Board of Directors. Mr. Overton earns a base salary and
discretionary bonus compensation from an affiliate of BDT & MSD Partners that is not directly tied to the transaction as of
its closing date, but he may receive economic benefits in the future related to the transaction.
Stockholder Proposals For Our Next Annual Meeting
Proxy Statement Proposals
If you wish to submit a business proposal or nomination for director to be included in the proxy statement for our 2027
annual meeting, we must receive it no later than 5:00 p.m. Eastern time, on December 9, 2026 and no earlier than
November 9, 2026. The proposal must comply with the SEC’s proxy rules and should be sent to the attention of the
Secretary at Host Hotels & Resorts, Inc., 4747 Bethesda Avenue, Suite 1300, Bethesda, MD 20814.
Director Nominations for Inclusion in Proxy Materials (Proxy Access)
Our proxy access bylaw permits a stockholder (or group of up to 20 stockholders) owning 3% or more of the Company’s
outstanding shares of common stock continuously for at least 3 years to nominate and include in the Company’s proxy
materials director candidates constituting the greater of two individuals or 20% of the Board, if the nominating
stockholder(s) and the nominee(s) satisfy the eligibility, procedural and disclosure requirements in the Bylaws.
Stockholders who do not meet the requirements may always provide written suggestions for director nominees directly to
the Nominating, Governance and Corporate Responsibility Committee. The Committee will evaluate director candidates
suggested by stockholders in the same manner as those suggested by other sources. For the 2027 annual meeting,
notice of a proxy access nomination must be delivered to our Secretary at the address provided above no earlier than
November 9, 2026 and no later than 5:00 p.m., Eastern time, on December 9, 2026.
Other Proposals and Nominations
Our Bylaws govern the submission of nominations for director or other business proposals that a stockholder wishes to
have considered at the 2027 annual meeting of stockholders, but which is not intended to be included in the Company’s
proxy statement for that meeting. Under our Bylaws, nominations for directors or other business proposals to be
addressed at the next annual meeting may be made by a stockholder who was a stockholder of record at the record date
set by the Board of Directors, at the time of giving the notice required by the Bylaws and at the time of the annual meeting
and who is entitled to vote at the annual meeting. The written notice required by the Bylaws must be delivered to the
Secretary (at the above address), no earlier than November 9, 2026 and no later than 5:00 p.m., Eastern time, on
December 9, 2026. Also, in the event that the number of directors to be elected is increased and public announcement
occurs after November 29, 2026, then stockholders will have an additional 10 days from the date of the announcement to
nominate candidates for director, but only with respect to any new positions created by the increase. All notices must
contain all of the information required under our Bylaws, a copy of which is available, at no charge, from the Secretary,
and is also available on our website (www.hosthotels.com).
In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules,
stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must also
provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than 5:00 p.m.,
Eastern time, on December 9, 2026.
98
Stockholder Proposals for Our Next Annual Meeting | |||
We intend to file a proxy statement and WHITE proxy card with the Securities and Exchange Commission in connection
with the solicitation of proxies for our 2027 annual meeting of stockholders.
IMPORTANT DATES FOR 2027 ANNUAL MEETING | ||
Earliest Date to Submit Director Nominations for Inclusion in Our Proxy Statement (Proxy Access) | November 9, 2026 | |
Last Date to Submit Director Nominations for Inclusion in Our Proxy Statement (Proxy Access) | December 9, 2026 | |
Last Date to Submit Stockholder Proposals for Inclusion in Our Proxy Statement | December 9, 2026 | |
Earliest Date to Submit Director Nominations or Other Business to be Presented at Our Annual Meeting | November 9, 2026 | |
Last Date to Submit Director Nominations or Other Business to be Presented at Our Annual Meeting | December 9, 2026 | |
Last Date to Submit Additional Information Required by Rule 14a-19 for Director Nominations (Universal Proxy Rules) | December 9, 2026 |
99
Attendance and Voting Matters
What is a proxy?
It is your legal designation of another person to vote the stock you own. That other person is called a proxy. If you
designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. This proxy
is being solicited by the Board of Directors, and we have designated Sourav Ghosh and Julie P. Aslaksen as proxies for
this annual meeting. When you properly sign your proxy card or vote via the Internet or telephone, you are giving the
persons named on the proxy card your direction to vote your shares of common stock at the annual meeting as you
designate.
What does it mean if I get more than one notice or proxy card?
You should vote by following the instructions on each notice you receive or by completing and signing each proxy card
you receive. You will receive separate instructions for all of the shares you hold in different ways, such as jointly with
another person, or in trust, or in different brokerage accounts.
What is the difference between a stockholder of record and a beneficial owner of
shares held in street name?
Stockholder of Record. If your shares are registered directly in your name with the Company’s transfer agent,
Computershare Trust Company, N.A., or Computershare, you are considered the stockholder of record with respect to
those shares, and the Notice of Availability of Proxy Materials was sent directly to you by the Company.
Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank,
broker-dealer, or other similar organization, then you are the beneficial owner of shares held in “street name,” and the
Notice of Availability of Proxy Materials was forwarded to you by that organization. The organization holding your shares is
considered the stockholder of record for purposes of voting at the annual meeting. As a beneficial owner, you have the
right to direct that organization on how to vote the shares held in your account.
Why did I receive a Notice of Internet Availability in the mail instead of printed proxy
materials?
In accordance with SEC rules, instead of mailing a printed copy of our proxy materials to all of our stockholders, we have
elected to furnish such materials to stockholders by providing access to these documents over the Internet. Accordingly,
on or about April 8, 2026, we sent a Notice of Internet Availability to our stockholders. These stockholders have the ability
to access the proxy materials on a website referred to in the Notice of Internet Availability or request to receive a printed
set of the proxy materials by calling the toll-free number found on the Notice of Internet Availability. We encourage you to
take advantage of the availability of the proxy materials on the Internet in order to help save natural resources and reduce
the cost to print and distribute the proxy materials.
Who is entitled to vote?
Any owner of common stock of the Company at the close of business on March 20, 2026, the record date, can vote at the
annual meeting, and any postponements or adjournments of the meeting, and is entitled to one vote for each share of
common stock owned.
How do I attend and participate in the virtual annual meeting?
Attending the Virtual Annual Meeting as a Stockholder of Record. If you were a stockholder of record as of the close
of business on March 20, 2026 (i.e., you held your shares in your own name as reflected in the records of our transfer
agent, Computershare), you can attend the meeting by accessing https://meetnow.global/HST and entering the 15-digit
control number on the proxy card or Notice of Availability of Proxy Materials you previously received.
Attending the Virtual Annual Meeting as a Beneficial Owner. If you were a beneficial owner as of the close of business
on March 20, 2026 (i.e., you held your shares in an account at a brokerage firm, bank or other similar agent), you can
attend the meeting by registering in advance by obtaining a valid proxy from your broker, bank or other agent. Once you
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Attendance and Voting Matters | |||
have received a valid proxy from your broker, bank or other agent, it should be emailed to our transfer agent,
Computershare, at legalproxy@computershare.com and should be labeled “Legal Proxy” in the subject line. Please
include proof from your broker, bank or other agent of your valid proxy (e.g., a forwarded email from your broker, bank or
other agent with your valid proxy attached, or an image of your valid proxy attached to your email). A copy of your valid
proxy can also be sent by mail to Computershare, Host Hotels Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001.
Requests for registration must be received by Computershare no later than 5:00 p.m., Eastern time, on Friday May 15,
2026. You will then receive a confirmation of your registration, with a control number, by email from Computershare. At
the time of the meeting, go to https://meetnow.global/HST and enter your control number.
Asking Questions and Voting at the Virtual Annual Meeting. If you are attending the meeting as a stockholder of
record or beneficial owner who has registered in advance, you will be able to submit questions and vote your shares.
Questions can be submitted within the meeting center site by clicking on the Q&A icon in the upper right-hand corner of
the page. You will also be able to vote your shares electronically during the annual meeting by clicking on the “Vote” link
on the Meeting Center site, if you have not already voted your shares in advance or would like to change your prior vote.
Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. Questions should
relate to matters of concern to stockholders generally. We ask that stockholders please limit themselves to one question/
topic. Questions from multiple stockholders on the same topic or that are otherwise related may be grouped, summarized,
and answered together.
Attending the Virtual Annual Meeting as a Guest. If you would like to enter the meeting as a guest in listen-only mode,
including if you are a beneficial owner who did not register with Computershare a proxy from your broker, bank or other
agent, click on the “I am a guest” button after entering the meeting center at https://meetnow.global/HST and enter the
information requested on the following screen. Please note you will not have the ability to ask questions or vote
during the meeting if you participate as a guest.
What if I am having technical difficulties attending the virtual annual meeting?
During the annual meeting, please call Computershare Support at 888-724-2416 or 781-575-2748 if you are having any
technical difficulties. We encourage stockholders to join 15 minutes before the start time to ensure a proper connection
and to give time to resolve any technical difficulties. If you have questions regarding the virtual meeting format in advance
of the meeting, please also call Computershare at the same phone numbers.
How do I vote?
Voting by Authorizing a Proxy for Shares Registered Directly in the Name of the Stockholder. If you hold your
shares in your own name as a holder of record, you may authorize a proxy to vote your shares as follows:
uVote by Internet. You have the option to vote via the Internet. The website for Internet voting is on the
Notice of Internet Availability and is also printed on your proxy card if you requested a printed set of proxy
materials. You will be given the opportunity to confirm that your instructions have been properly recorded. IF
YOU VOTE VIA THE INTERNET, YOU DO NOT NEED TO RETURN A PROXY CARD.
uVote by Telephone. You may vote by telephone by calling the toll-free number listed on the proxy card,
which may be requested by following the instructions on the Notice of Internet Availability you received.
When you call, have your proxy card in hand, and you will receive a series of voice instructions, which will
allow you to vote your shares of common stock. You will be given the opportunity to confirm that your
instructions have been properly recorded. IF YOU VOTE BY TELEPHONE, YOU DO NOT NEED TO
RETURN YOUR PROXY CARD.
uVote by Mail. If you would like to vote by mail, you will need to request a set of printed proxy materials by
following the instructions on the Notice of Internet Availability you received. Once you receive those
materials, mark the proxy card, sign and date it, and return it to Computershare in the postage-paid
envelope provided.
Voting by Proxy for Shares Registered in Street Name. If your shares are held in street name, you will receive
instructions from your broker, bank or other nominee, which you must follow in order to have your shares of common
stock voted.
101
Attendance and Voting Matters | |||
Voting at the Virtual Meeting. To vote your shares in person at the virtual annual meeting, follow the procedures above
for: “How do I attend and participate in the virtual annual meeting?” Please note that if you hold your shares in an
account at a brokerage firm, bank, broker-dealer, or other similar organization (i.e., in “street name”), then you will need to
register in advance following the procedures above if you would like to vote your shares at the virtual annual meeting.
Who is acting as my proxy and how will they vote my shares?
The individuals named on the proxy card are your proxies. They will vote your shares as you indicate. If you sign and
return your proxy card but do not indicate how you wish to vote and you hold your shares in your own name as a holder of
record, all of your shares will be voted as recommended by the Board of Directors.
However, if you hold your shares in street name, it is critical that you cast your vote in order for your vote to count. Your
bank or broker is not able to vote your shares on a discretionary basis in most matters. If you hold your shares in street
name and do not instruct your bank or broker how to vote, then no votes will be cast on your behalf, except to ratify the
appointment of KPMG LLP as the Company’s independent registered public accountants for 2026.
May I revoke my proxy or change my vote after I have voted?
You may revoke your proxy and change your vote at any time via the Internet, by telephone or by completing, signing,
dating and returning a new proxy card or voting instruction form with a later date, or at the time of the final vote by
attending the virtual annual meeting and voting in person. Only your latest dated proxy we receive at or prior to the annual
meeting will be counted. However, your attendance at the virtual annual meeting will not automatically revoke your proxy
unless you vote again.
How can I manage the number of Annual Reports and Proxy Statements I receive?
If you share an address with any of our other stockholders, your household might receive only one copy of these
documents. We will promptly deliver, upon oral or written request, individual copies of these documents to any
stockholders at a shared address who received only one copy. To request individual copies for each stockholder in your
household for this year and/or future years, please contact our Investor Relations department at 240-744-1000, by e-mail
to ir@hosthotels.com, or by mail to Host Hotels & Resorts, Inc., 4747 Bethesda Avenue, Suite 1300, Bethesda, MD
20814, Attn: Investor Relations. To ask that only one set of the documents be mailed to your household, please contact
your bank, broker or other nominee or, if you are a stockholder of record, please call our transfer agent, Computershare,
at 866-367-6351 toll-free within the United States and Canada; outside the United States and Canada at 781-575-4320, or
by mail at P.O. Box 43006, Providence, RI 02940-3006.
What vote is required to approve each proposal?
In the election of directors (proposal 1), each nominee must receive more “for” votes than “against” votes in order to be
elected as a director. The affirmative vote of a majority of votes cast at the meeting is required to ratify the appointment of
KPMG LLP as the Company’s independent registered public accountants for 2026 (proposal 2) and to approve the
advisory resolution on executive compensation (proposal 3).
What constitutes a “quorum”?
The presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the
meeting constitutes a quorum. We must have a quorum to conduct the annual meeting. If a quorum is not present or if we
decide that more time is necessary for the solicitation of proxies, we may adjourn the annual meeting. We may do this with
or without a stockholder vote. If there is a stockholder vote to adjourn, the named proxies will vote all shares of common
stock for which they have voting authority in favor of the adjournment.
How are abstentions and broker non-votes treated?
Shares of our common stock represented by proxies that are marked “abstain” will be counted as present at the meeting
for the purpose of determining a quorum. Abstentions will have no effect on the results of the vote for the election of
directors, the ratification of the appointment of KPMG LLP as the Company’s independent registered public accountants
or the advisory vote on executive compensation.
102
Attendance and Voting Matters | |||
The proposal to approve the ratification of the appointment of independent auditors is considered a ‘‘discretionary’’ item.
This means that brokerage firms may vote in their discretion on this matter on behalf of clients who have not furnished
voting instructions. In contrast, the election of directors and the advisory vote on executive compensation are ‘‘non-
discretionary’’ items. This means brokerage firms that have not received voting instructions from their clients on these
proposals may not vote on them. These so-called ‘‘broker non-votes’’ will be included in the calculation of the number of
votes considered to be present at the meeting for purposes of determining a quorum, but will not be considered in
determining the number of votes necessary for approval and will have no effect on the outcome of the vote for the election
of directors or the advisory vote on executive compensation.
How can I obtain copies of documents referenced in this proxy statement?
Copies of the Company’s Corporate Governance Guidelines, code of conduct and other documents referenced in this
proxy statement can be accessed in the Corporate Governance section of the Company’s website at
www.hosthotels.com. Copies of these documents are also available in print to stockholders upon request by writing to:
Host Hotels & Resorts, Inc.
4747 Bethesda Avenue, Suite 1300
Bethesda, Maryland 20814
Attention: Investor Relations
How will voting on any other business be conducted?
Although we do not know of any other business to be considered at the annual meeting other than the proposals
described in this proxy statement, if any other business is properly presented at the annual meeting, your signed proxy
card gives authority to Sourav Ghosh and Julie P. Aslaksen, or either of them, to vote on such matters in their discretion.
Unless otherwise required by our Charter or Bylaws or by applicable Maryland law, any other matter properly presented
for a vote at the meeting will require the affirmative vote of a majority of the votes cast.
Who will count the votes?
Computershare Trust Company, N.A., our transfer agent, will act as the inspector of election and will tabulate the votes.
Who pays the cost of this proxy solicitation?
We bear all expenses incurred in connection with the solicitation of proxies. We have hired the firm of MacKenzie
Partners, Inc. to assist in the solicitation of proxies for a fee of $16,000, plus expenses. We will reimburse brokers,
fiduciaries and custodians for their reasonable expenses related to forwarding our proxy materials to those beneficial
owners.
Is this proxy statement the only way that proxies are being solicited?
No. In addition to mailing these proxy solicitation materials, our officers and employees may solicit proxies by further
mailings or personal conversations, or by telephone, facsimile or other electronic means.
How can I find out the results of the voting at the annual meeting?
Preliminary voting results will be announced at the annual meeting. Final voting results will be disclosed on a Current
Report on Form 8-K filed with the SEC within four business days of the date of the annual meeting, which will be available
on the Company’s website at www.hosthotels.com.
103
Other Matters
Other Business at the Annual Meeting
Our Board is not aware of any other business that will be presented at the annual meeting. If any other business is
properly brought before the annual meeting or any adjournment or postponement thereof, proxies received will be voted in
accordance with the recommendation of our Board. Discretionary authority with respect to such other matters is granted
by execution of the proxy.
Delinquent Section 16(a) Reports: None
Federal securities laws require directors, executive officers, and owners of more than ten percent of our common stock to
file reports with the SEC and with The Nasdaq Stock Market. These reports relate to the number of shares of our common
stock that each of those persons beneficially owns, and any changes in their ownership. Based solely on our review of the
copies of these reports and written representations we received from our directors and executive officers, we believe that
all filings required to be made by the reporting persons during 2025 were made on a timely basis.
Online Annual Report to Stockholders
We have filed an Annual Report on Form 10-K for the year ended December 31, 2025 with the Securities and
Exchange Commission. You may obtain, free of charge, a copy of the 2025 Annual Report on Form 10-K
(excluding exhibits) by writing to the Secretary, Host Hotels & Resorts, Inc., 4747 Bethesda Avenue, Suite 1300,
Bethesda, Maryland 20814. We will charge an amount equal to the reproduction cost if the exhibits are requested.
Our Annual Report on Form 10-K may also be accessed electronically on our website (www.hosthotels.com).
By Order of the Board of Directors
Julie P. Aslaksen
Secretary
Dated: April 8, 2026
Your vote matters – here’s how to vote! | |||
You may vote online or by phone instead of mailing this card. | |||
Online | |||
Go to www.investorvote.com/HST | |||
or scan the QR code — login details are located in the shaded bar below. | |||
 | Phone | ||
Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada | |||
 | Save paper, time and money! | ||
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. |  | Sign up for electronic delivery at www.investorvote.com/HST | |
2026 Annual Meeting Proxy Card |
IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
A | Proposals — The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposals 2 and 3. |
1.Election of Directors: | |
For | Against | Abstain | For | Against | Abstain | For | Against | Abstain | |||
01 - Mary L. Baglivo | ☐ | ☐ | ☐ | 02 - Herman E. Bulls | ☐ | ☐ | ☐ | 03 - Diana M. Laing | ☐ | ☐ | ☐ |
04 - Richard E. Marriott | ☐ | ☐ | ☐ | 05 - Mary Hogan Preusse | ☐ | ☐ | ☐ | 06 - Walter C. Rakowich | ☐ | ☐ | ☐ |
07 - James F. Risoleo | ☐ | ☐ | ☐ | 08 - Gordon H. Smith | ☐ | ☐ | ☐ | 09 - A. William Stein | ☐ | ☐ | ☐ |
For | Against | Abstain | For | Against | Abstain | ||
2. Ratify the appointment of KPMG LLP as independent registered public accountants for 2026 | ☐ | ☐ | ☐ | 3. Advisory resolution to approve executive compensation | ☐ | ☐ | ☐ |
B | Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. |
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee, guardian, officer or a corporation, please give full
title.
Date (mm/dd/yyyy) — Please print date below. | Signature 1 — Please keep signature within the box. | Signature 2 — Please keep signature within the box. | ||
/ / |
049BIB
HOST HOTELS & RESORTS, INC.
ANNUAL MEETING OF
STOCKHOLDERS
WEDNESDAY, MAY 20, 2026, 12:30 P.M. EASTERN TIME
virtually via the Internet at https://meetnow.global/HST
To access the virtual meeting, you must have the information that is printed in the shaded bar
located on the reverse side of this form.
AGENDA
1. ELECTION OF DIRECTORS
2. RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2026
3. ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION
TRANSACTION OF OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING
It is important that your shares be represented at this meeting, whether or not you attend the meeting. To make sure your shares are represented, we urge you to submit your proxy
instructions by telephone, via the internet, or by completing and mailing the proxy card below.
Receive Future Proxy Materials Electronically
Help us make a difference by eliminating paper proxy mailings to your home or business. With your consent, we will send future proxy voting materials to you by email. To register for electronic
delivery of future proxy materials, go to www.computershare.com/investor and sign up for electronic delivery.
Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Stockholders.
The material is available at: www.proxydocs.com/HST
| Small steps make an impact. |  |
Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/HST |
IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
Proxy - HOST HOTELS & RESORTS, INC. |
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD WEDNESDAY, MAY 20, 2026, 12:30 P.M. EASTERN TIME
The undersigned appoints Julie P. Aslaksen and Sourav Ghosh, or either of them, as proxies. Each shall have the power to appoint his or her substitute.
They are authorized to vote, as designated on the reverse side, all shares of Host Hotels & Resorts, Inc. common stock held of record by the undersigned on
March 20, 2026 at the Annual Meeting of Stockholders to be held on May 20, 2026, or any adjournment or postponement thereof, and to otherwise represent
the undersigned at the meeting with all powers possessed by the undersigned if personally present at the meeting.
This proxy when properly executed will be voted in the manner directed herein. If this proxy is executed but no instruction is made, this proxy will be
voted FOR the election of each director and FOR proposals 2 and 3. In their discretion, the proxies are authorized to vote and otherwise represent the
undersigned on any other matter that may properly come before the Annual Meeting or any adjournment or postponement thereof.
Your vote is important. Please vote immediately.
If you vote by telephone or the Internet, please DO NOT mail back this proxy card.
(Items to be voted appear on reverse side)
C | Non-Voting Items |
Change of Address - Please print new address below. | Comments - Please print your comments below. | Meeting Attendance | ||
Mark box to the right if you plan to attend the Annual Meeting. | ☐ |
FAQ
What proposals are on the agenda for Host Hotels (HST) 2026 annual meeting?
Stockholders will vote on electing nine directors, ratifying KPMG LLP as independent registered public accountants for 2026, and approving an advisory resolution on executive compensation. They may also consider any other business properly brought before the virtual meeting on May 20, 2026.
How did Host Hotels (HST) perform operationally in 2025?
Host delivered operational improvements in 2025, with comparable hotel RevPAR increasing 3.8% year-over-year and comparable hotel total RevPAR rising 4.2%. Management notes these growth rates exceeded the U.S. upper tier industry for RevPAR and were driven by higher room rates and strong out-of-room spending.
How much capital did Host Hotels (HST) invest and recycle in 2025?
Host invested approximately $644 million in capital expenditures and resiliency projects and continued its capital recycling strategy. It sold The Westin Cincinnati and the Washington Marriott at Metro Center for about $237 million, while advancing large transformational renovation programs with Hyatt and Marriott at multiple properties.
How much cash did Host Hotels (HST) return to stockholders in 2025?
In 2025, Host returned $859 million to stockholders through dividends and share repurchases. Total dividends were $0.95 per share, or $654 million, and the company repurchased $205 million of common stock at an average price of $15.68 per share.
What is Host Hotels’ (HST) capital structure and liquidity position?
Host emphasizes an investment grade balance sheet and a well-laddered debt maturity schedule. In 2025 it issued $900 million of senior notes in two offerings and repaid $900 million of senior notes, and reports total available liquidity of $2.4 billion as of December 31, 2025.
How is Host Hotels (HST) addressing ESG and sustainability?
Host has a 2050 net positive vision supported by 2030 environmental and social targets, annual Corporate Responsibility Reports, and over 1,000 sustainability projects between 2021 and 2025. It has issued $2.45 billion in green bonds and holds 24 LEED-certified properties, with additional projects in the pipeline.
What is the structure and independence of Host Hotels’ (HST) board?
Seven of nine director nominees are independent, with the CEO and chairman as the only management directors. The board separates the chairman and CEO roles, has an independent lead director, fully independent key committees, majority voting for uncontested elections, proxy access, and annual director elections.