Hilton Worldwide Holdings Inc PRE 14A, filed Mar 25, 2025

Hilton Worldwide Holdings Inc. (HLT)

PRE 14A 2025-03-25 For: 2025-05-14

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☒			Preliminary Proxy Statement

☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐			Definitive Proxy Statement

☐			Definitive Additional Materials

☐			Soliciting Material under §240.14a-12


☒			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


TIME	9:00 a.m., Eastern time, on May 14, 2025

PLACE	The Hilton McLean Tysons Corner, 7920 Jones Branch Drive, McLean, Virginia 22102

ITEMS OF BUSINESS	1.	To elect the director nominees listed in the proxy statement.
	2.	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025.
	3.	To approve, in a non-binding advisory vote, the compensation paid to our named executive officers.
	4.	To approve an amendment to the certificate of incorporation to remove the supermajority requirement for stockholders to amend the by-laws
	5.	To approve amendments to the certificate of incorporation to limit liability of certain officers as permitted by law and eliminate provisions that are no longer applicable
	6.	To consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

RECORD DATE	You may vote at the Annual Meeting if you were a stockholder of record at the close of business on March 21, 2025.

VOTING BY PROXY	To ensure your shares are voted, you may vote your shares over the Internet, by telephone or by requesting a proxy card to complete, sign and return by mail. Internet and telephone voting procedures are described on the following page, in the "Questions and Answers" section beginning on page 50 of the proxy statement and on the proxy card.


Proxy Summary			1
Proposal No. 1 — Election of Directors			4
Nominees for Election to the Board of Directors in 2025			4
Board Skills Matrix			7
Corporate Responsibility and Governance			8
Corporate Responsibility			8
Board Matters, Director Independence and Independence Determinations			8
Board Structure			9
Board Committees and Meetings			9
Committee Membership			10
Oversight of Risk Management			11
Executive Sessions			12
Board and Committee Evaluations			12
Committee Charters and Corporate Governance Guidelines			12
Code of Conduct and Ethics and Compliance			12
Director Nomination Process			12
Communications with the Board			13
Compensation of Directors			14
Annual Compensation Program			14
Stock Ownership Policy			14
Director Compensation for 2024			15
Executive Officers of the Company			16
Proposal No. 2 — Ratification of Independent Registered Public Accounting Firm			18
Audit and Non-Audit Fees			18
Report of the Audit Committee			19
Proposal No. 3 — Non-Binding Vote on Executive Compensation			20
Executive Compensation — Compensation Discussion and Analysis ("CD&A ")			21
Executive Summary			21
Stockholder Engagement and 2024 Say-on-Pay Vote			22
Executive Compensation Framework			23
How We Make Compensation Decisions			23
Executive Compensation Peer Group			24
Executive Compensation Program Overview			25
Base Salary			25
Annual Cash Incentive Program			26
Long-Term Incentive ("LTI") Program			29


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


			By Order of the Board of Directors,

			Owen Wilcox
			Senior Vice President and Assistant Secretary


2024 CEO Target Compensation						2024 Other NEO Target Compensation (Average)


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


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


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


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


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


Christopher J. Nassetta

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


Jonathan D. Gray

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


Charlene T. Begley

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


			April ___, 2025


DEFINITIONS AND TERMS


2024 COMPANY PERFORMANCE


EXECUTIVE COMPENSATION


Chris Carr

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


Melanie L. Healey

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


Raymond E. Mabus, Jr.

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


Marissa A. Mayer

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


Elizabeth A. Smith

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


Douglas M. Steenland

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


Environmental Impact						Strengthened return on investment through utility cost savings measures including HVAC controls, building automation system technologies and turnkey LED lighting
						Employed Meet with Purpose to quantify and plan sustainable meetings by providing corporate customers, upon request, with reporting that estimates emissions and options to reduce those emissions for their event
						Partnered with Keep America Beautiful as the sponsor of their Greatest American Cleanup which aims to remove 25B pieces of litter and beautify 25k communities by 2026


Social Impact						Announced a record $5.3M in Hilton Global Foundation grants to support environmental sustainability, hospitality career development and community resilience
						Partnered with PACT, an organization dedicated to reducing human trafficking and exploitation to help prevent trafficking, and collaborate on human rights initiatives
						Supported 4.3k+ Team Members and individuals at franchised hotels through the Team Member Assistance Fund in 2024 in response to crisis situations and natural disasters, including the floods in Brazil and Hurricanes Helene and Milton that devastated parts of the U.S.


Human Capital Management						Our Go Hilton program generated $5M+ to support the Hilton Global Foundation and Team Member Assistance Fund, which financially supports Team Members and hotel teams impacted by disaster and extreme hardship
						Recognized as the World's Best Hospitality Company for the 8th consecutive year and received Great Place to Work recognitions in 60+ countries by Great Place to Work and Fortune magazine
						Created 970k+ learning and career growth opportunities for Team Members and community members through a wide-range of initiatives including expansion of mentoring programs and an increase in career development grants


Position	Audit Committee	Compensation Committee	Governance Committee
Committee Chair	Charlene T. Begley	Judith A. McHale(1)	Elizabeth A. Smith
Committee Members	Raymond E. Mabus, Jr.	Melanie L. Healey	Charlene T. Begley
	Douglas M. Steenland	Douglas M. Steenland	Chris Carr


Pay Element	Retainer Amount(1)
Board Service
Annual Equity Award	$235,000
Annual Cash Retainer	$100,000

Lead Independent Director	$75,000

Committee Service	Chair	Member
Audit Committee	$35,000	$15,000
Compensation Committee	$30,000	$10,000
Governance Committee	$25,000	$10,000


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


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


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


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


Christopher W. Silcock
			Christopher W. Silcock, 53, is our President, Global Brands and Commercial Services. He was appointed to this role in 2024 and leads the positioning of Hilton’s brands including product design, performance support and owner services and integration of commercial service offerings, including oversight of technology, sales, distribution and loyalty. Prior to this role, Mr. Silcock served as Executive Vice President and Chief Commercial Officer. Significant accomplishments included leading the Company’s global sales modernization process, establishing Hilton’s first enterprise data and analytics team and transitioning revenue management to a data-driven discipline. Mr. Silcock has held various leadership positions in his nearly 30 years at Hilton, including Head of Revenue Management and Online and Regional Marketing, as well as positions at the Company’s properties. He began his career with Hilton as a catering and banquet waiter at Hilton Watford. In addition to his time at Hilton, Mr. Silcock consulted with several hospitality companies, including large international chains, smaller operators and independent hotels across Europe. He currently serves as a board member for Groups360, a leading online marketplace for meetings; he previously served on the board of Roomkey, a joint venture of six global hospitality companies, including two years as the board’s chairman. Mr. Silcock holds a Bachelor of Science in Computer Studies from the University of Essex and studied music before his hospitality career.


	2024	2023
Audit fees:
Consolidated audit(1)	$6,300,000	$6,155,000
Statutory and subsidiary audits(2)	$3,250,000	$2,891,000
Total audit fees	$9,550,000	$9,046,000
Audit-related fees(3)	$1,182,000	$908,000
Tax fees(4)	$71,300	$372,000
Total audit and non-audit fees	$10,803,300	$10,326,000


			Overall Compensation Philosophy – Our goal is to provide programs that: •Deliver competitive levels of compensation to attract, retain and motivate highly-qualified executives •Foster a strong relationship between long-term stockholder value and executive compensation by having a significant portion of compensation composed of LTI awards •Emphasize performance-based compensation contingent upon achieving financial, business area and organizational strength performance goals •Promote the Company’s core values of Hospitality, Integrity, Leadership, Teamwork, Ownership and Now
			Compensation Program Design – Our programs are designed to: •Provide three main components, each designed to be consistent with our compensation philosophy: base salary, annual cash incentive and LTI awards •Cultivate long-term value creation without taking unnecessary risks •Combine both short- and long-term compensation to promote retention and foster our pay for performance environment •Emphasize at-risk pay over fixed pay, yet create a positive work environment that rewards long-term achievements •Motivate and reward for successfully executing our business strategies •Consider multiple quantitative and qualitative factors in setting the level and mix of compensation
			Compensation Process – In reviewing and establishing pay levels, we consider the following factors annually or more frequently as circumstances merit: •Compensation of executives serving in similar positions at peer companies •Individual knowledge, experience and capabilities of the executives •The executive’s scope of responsibility, authority and accountability •The level of pay relative to the Company’s other executives (“internal equity”)


Compensation Committee			•With input from our Board and its independent compensation consultant, the Committee oversees and approves key aspects of executive compensation, including our CEO’s and other executive officers’ salaries, goals and payouts under the annual cash incentive plan, the size and structure of LTI awards and any executive perquisites or other benefits. •In determining compensation for our NEOs, the Committee considers the factors outlined above and consults with its independent compensation consultant and the CEO (regarding the NEOs other than himself). In determining compensation for the CEO, the Committee also reviews the CEO’s self-assessment of his performance against his Board-approved financial, business area and organizational strength objectives. •In implementing the Company’s executive compensation program, the Committee takes into account the cyclical nature of the hospitality business, competitive market data and the alignment of the Company’s total pay opportunity and pay outcomes with performance.
Management			•The CEO and Chief Human Resources Officer work closely with the Committee in managing the executive compensation program and attend meetings of the Committee. •The CEO makes recommendations to the Committee regarding compensation for executive officers other than himself.
Independent Compensation Consultant			•The Committee’s independent compensation consultant, Exequity, provides research, survey information and analysis, incentive design expertise and other analyses related to compensation levels and design. Exequity also updates the Committee on trends and developments related to executive compensation practices and provides its views to the Committee on best practices when evaluating executive pay programs and policies. •In 2024, Exequity’s services to the Committee included providing perspective on current trends and developments in executive and director compensation, analyzing benchmarking data and evaluating our peer group composition. It otherwise performed no other services for the Company. The Committee evaluated whether any of the work provided by Exequity during 2024 raised any conflict of interest and determined that it did not.


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