Starwood 2011 Annual Report Download - page 46

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Timing of Equity Grants. The Compensation Committee generally makes annual equity compensation
grants to Named Executive Officers following its first regularly scheduled meeting that occurs after the release of
the Company’s earnings for the prior year (typically the grant date is February 28th or the last business day prior
to that date). The timing of this meeting is determined based on factors unrelated to the pricing of equity grants.
The Compensation Committee (or its delegates), however, has discretion under unusual circumstances to award
grants at other times in the year.
The Compensation Committee approves equity compensation awards to a newly hired executive officer at
the time that the Board of Directors meets to approve the executive’s employment package. Generally, the date
on which the Board of Directors approves the employment package becomes the grant date of the newly-hired
executive officer’s equity compensation awards. However, if the Company and the new executive officer enter
into an employment agreement regarding the employment relationship, the Company requires the executive
officer to sign his employment agreement shortly following the date of Board approval of the employment
package; the later of the date on which the executive officer signs his employment agreement or the date that the
executive officer begins employment becomes the grant date of these equity compensation awards.
III. COMPENSATION COMMITTEE REPORT
The Compensation and Option Committee of the Board of Directors of Starwood Hotels & Resorts
Worldwide, Inc. has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b)
of Regulation S-K with management and, based on such review and discussions, recommended to the Board of
Directors that the Compensation Discussion and Analysis be included in the Company’s Proxy Statement for the
2012 Annual Meeting of Stockholders and incorporated by reference into the Company’s Annual Report on Form
10-K for the fiscal year ended December 31, 2011.
COMPENSATION AND OPTION COMMITTEE
Adam M. Aron, Chairman
Thomas E. Clarke
Clayton C. Daley, Jr.
Thomas O. Ryder
Kneeland C. Youngblood
36