MAR » Topics » CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

This excerpt taken from the MAR DEF 14A filed Mar 22, 2006.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

JWM Family Enterprises, L.P. (“Family Enterprises”) is a Delaware limited partnership which is beneficially owned and controlled by members of the family of J.W. Marriott, Jr., the Company’s Chairman and Chief Executive Officer, including John W. Marriott III, the Company’s Vice-Chairman, who is Chief Executive Officer of Family Enterprises, and J.W. Marriott, Jr. himself. Family Enterprises indirectly holds varying percentages of ownership in the following 10 hotels:

 

Location


   Brand

   Initial Year
of
Company
Management


Long Beach, California

   Courtyard    1994

San Antonio, Texas

   Residence Inn    1994

Anaheim, California

   Fairfield Inn    1996

Herndon, Virginia

   SpringHill Suites    1999

Milpitas, California

   Courtyard    1999

Milpitas, California

   TownePlace Suites    1999

Novato, California

   Courtyard    1999

Washington, D.C. (Thomas Circle)

   Residence Inn    2001

West Palm Beach, Florida

   Marriott    2003

Columbus, Ohio

   Renaissance    2004

Charlotte, North Carolina

   Marriott    2006

 

Our subsidiaries operate each of these properties pursuant to management agreements with entities controlled by Family Enterprises and we expect such arrangements to continue in 2006. In fiscal 2005, we received management fees of approximately $5.4 million plus reimbursement of certain expenses, from our operation of these hotels. Other than in our role as manager, the Company has no financial involvement in the hotels listed above or in Family Enterprises. Family Enterprises reimbursed the Company for the cost of employing staff and for office space in the amount of $218,444.

 

The Company acquired 231,000 shares of the Company’s Class A common stock from Deborah M. Harrison, the daughter of J.W. Marriott, Jr. and the sister of John W. Marriott III, on April 25, 2005 for a price per share of $64.94, the NYSE composite closing price for our Class A common stock for that date.

 

Our Company, which was founded by J.W. Marriott Sr., employs a number of members of the Marriott family in management positions in addition to our Chairman and Chief Executive Officer, J.W. Marriott, Jr. Among the family members employed are Mr. Marriott’s sons and son-in-law: John W. Marriott III, who serves on the Board and until December 30, 2005, as Executive Vice President, Lodging; Stephen G. Marriott, who serves as Executive Vice President, Company Culture; David S. Marriott, who serves as Senior Vice President, Global Sales; and Ronald T. Harrison, who serves as President, Marriott Lodging of Canada. For fiscal 2005, these individuals were paid salary and bonus of $773,352, $302,766, $330,988, and $355,277, respectively. Jerry W. Cooper, the brother-in-law of John W. Marriott III, currently works for an affiliate of Family Enterprises, but in 2005 served as Director, Marketing Strategies for the Company, and was paid salary and bonus of $140,569 for that fiscal year. These family members are compensated at levels comparable to the compensation paid to non-family members in similar positions. Our Board of Directors believes that the involvement of a

 

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significant number of Marriott family members in responsible positions of the Company makes a significant long-term contribution to the value of our corporate name and identity and to the maintenance of Marriott’s reputation for providing quality lodging products and services.

 

Mr. Sullivan’s daughter, Kathleen S. Tyson, serves as Corporate Director of Projects for The Ritz-Carlton Hotel Company, LLC. For fiscal 2005, her salary and bonus totaled $140,056. Ms. Tyson is compensated at a level comparable to the compensation paid to non-family members in a similar position.

 

Mr. Ryan owns 2.5 percent of PT Metrics, LLC, a company which manufactures a personal fitness product offered to hotel guests in connection with the Company’s In-Room Fitness program which was launched in January 2005. Mr. Ryan’s son-in-law, Alden M. Mills, is Chief Executive Officer and owns 36 percent of PT Metrics, LLC. The Company made approximately $90,000 in payments to PT Metrics, LLC in fiscal 2005 and expects to make payments in a comparable amount in 2006.

 

Mr. Marriott reimbursed the Company for the cost of employing certain household staff in the amount of $164,647 for 2005.

 

This excerpt taken from the MAR DEF 14A filed Mar 31, 2005.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

JWM Family Enterprises, L.P. (“Family Enterprises”) is a Delaware limited partnership majority-owned by J.W. Marriott, Jr., the Company’s Chairman and Chief Executive Officer, and members of his immediate family including John W. Marriott III, a director and executive officer. Family Enterprises indirectly holds varying percentages of ownership interests in a Courtyard hotel in Long Beach, California, a Residence Inn in San Antonio, Texas, a Fairfield Inn in Anaheim, California, a SpringHill Suites hotel in Herndon, Virginia, a Courtyard hotel in Novato, California, a Courtyard hotel and a TownePlace Suites hotel in Milpitas, California, a Residence Inn in Washington, D.C., a Marriott hotel in West Palm Beach, Florida and a Renaissance hotel in Columbus, Ohio. Our subsidiaries operate each of these properties pursuant to management agreements with entities controlled by Family Enterprises and we expect such arrangements to continue in 2005. In fiscal 2004, we received management fees of approximately $4 million, plus reimbursement of certain expenses, from our operation of these hotels. Other than in our role as manager, we have no financial involvement in the hotels listed above or in Family Enterprises.

 

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