Position Summary

The Marriott International Law Department services the Company's lodging business.  The Corporate Legal Affairs Practice Group provides legal advice and counsel to the Company in the following areas: (1) Treasury and corporate finance, (2) mergers & acquisitions, investments and other corporate-level transactions, (3) SEC filings and securities law compliance and disclosure, (4) investor relations and corporate communications, (5) corporate governance, and (6) executive compensation.The Vice President & Senior Counsel, Executive Compensation will provide legal advice and counsel regarding executive compensation, equity compensation programs and related matters, as further discussed below. The position will also support related securities law compliance, reporting and disclosure, such as the Company’s annual proxy statement, Section 16 reporting, and insider trading policy monitoring and training.   

The individual in this position will be required to make judgment calls and policy recommendations regarding the Company’s positions and provide feedback and guidance accordingly.  This position reports to SVP, Corporate Legal Affairs.

The primary responsibilities of this attorney will be:

•  Providing legal support for the design and administration of the Company’s executive compensation and equity compensation plans, including:
• Equity compensation program design and administration;
• Nonqualified and deferred compensation programs (e.g., SERPs, COLI, rabbi/secular trusts);
• Compensation-related tax, ERISA, securities law, state law and global compliance and disclosure (e.g., 409A; 162(m); FICA; proxy disclosure; CEO pay ratio);
• Severance plans and arrangements (global and domestic); and
• Global compensation and benefits programs (e.g., U.S. and TCN expatriate arrangements and retirement programs).
• Providing legal support for compensation-related governance matters, including advice and guidance in support of the Human Resources and Compensation Committee of the Board of Directors.

This attorney will also be responsible for the following:

• Providing advice and assistance regarding compensation, benefits and employment matters in M&A and capital markets transactions and hotel acquisitions and divestitures.
• Providing operational advice and general support to numerous departments and business units, including Human Resources, Corporate Accounting, Tax, Payroll, and Mergers and Acquisitions, in each case as relates to the substantive expertise described above.
• Participating in the development of legally sound policies and programs in all areas of executive and equity compensation.
• Maintaining working knowledge of all Company programs relevant to the substantive expertise described above.
• Following and advising Compensation and Benefits Departments on changes in relevant legislation and regulations.
• Educating and advising committees that oversee the Company’s compensation and global benefit programs.
• Assisting with government examinations or internal compliance audits.
• Consulting and collaborating with the Tax Department regarding compensation related matters affecting corporate taxes.
• Negotiating and drafting vendor services agreements for all of the above types of plans, programs and arrangements.
• Supporting Section 16 compliance and reporting.
• Supporting Company-wide insider trading policy compliance, monitoring and training efforts.
• Collaborating and partnering with both the attorneys and staff supporting Marriott Benefits & Employment matters and the attorneys and staff within the M&A, Finance, and Securities practice group.
• Other related duties as deemed necessary.

Successful candidates should possess experience, knowledge, and skills as follows:

• Excellent academic records with a law degree from a top law school.
• Minimum of 10 years of substantive and applicable experience in executive compensation and employee benefits.
• Active Bar membership.
• Strong competency in tax, ERISA, and U.S. securities law aspects of the above-described plans, programs and arrangements.  Knowledge of international implications a plus.
• Ability to expeditiously identify and analyze issues and provide legally sound recommendations consistent with good business practices and reason.
• Superior interpersonal skills, and ability to interact effectively and work diplomatically with individuals at all levels, including senior management.
• Excellent conflict management skills, and ability to influence without coercion.
• Ability to act with discretion, tact and superior judgment in dealing with sensitive and confidential matters.
• Attention to detail and excellent oral and written communication skills, proven contract drafting and negotiating skills.
• Strong leadership skills, and the ability to think strategically both from a business and legal perspective.
• Ability to foster relationships and individual accountability across the organization.
• Ability to work independently and effectively with the Company’s management, peers, and other parties.