CHOICE HOTELS INTERNATIONAL INC /DE
For the period ended Dec 31, 2024. Filed Apr 15, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2024 · Filed Apr 15, 2025
Use the contents to explore the available documents and sections.
Contents
Voting Roadmap
| PROPOSAL 1Election of Eleven Director NomineesThe Board recommends a vote FOR each of the director nominees. | See pages 15 - 27 for more information |
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Nominees
You are being asked to vote for the eleven nominees named in this proxy statement. Except for Mr. Stewart W. Bainum, Jr., Mr. Brian B. Bainum and Mr. Patrick S. Pacious, all nominees meet the New York Stock Exchange (“NYSE”) listing standards for director independence. Biographical information as of March 17, 2025 is set forth below for Choice’s proposed directors.
Brian B. Bainum 40Management Consultant; InvestorDirector Since: 2019Committee Membership: Diversity
Stewart W. Bainum, Jr. 78Chairman of the Board; Investor Director Since: 1976, except 1996-1997Committee Membership: None
William L. Jews IND 73Former President and Chief Executive Officer, CareFirst, Inc.Director Since: 2000, except 2005-2006Committee Membership: Audit Chair, Human Capital and Compensation, Diversity
Monte J.M. Koch IND 61Chairman and CEO, TBCA USVI, LLP; Retired Partner, BDT & Company; Co-Founder, Ten-XDirector Since: 2014 Committee Membership: Audit, Corporate Governance and Nominating
Liza K. Landsman IND 55Former CEO, Stash and Special Partner, NEA Venture Capital; Former President, Jet.comDirector Since: 2014Committee Membership: Human Capital and Compensation, Diversity Chair
Patrick S. Pacious 59President and Chief Executive OfficerDirector Since: 2017 Committee Membership: None
Ervin R. Shames IND 84Management Consultant; Former Chief Executive Officer, Borden, Inc.Director Since: 2002Committee Membership: Human Capital and Compensation, Corporate Governance and Nominating Chair
Gordon A. Smith IND 66Lead Independent Director; Former Vice Chairman, JPMorgan ChaseDirector Since: 2022, prior director from 2004 - 2017Committee Membership: Audit, Corporate Governance and Nominating
Maureen D. Sullivan IND 43Partner, TCG Capital Management; Former President and Chief Operating Officer, Heyday SkincareDirector Since: 2018Committee Membership: Human Capital and Compensation, Corporate Governance and Nominating, Diversity
John P. Tague IND 62Former President and Chief Executive Officer, Hertz Global Holdings, Inc.Director Since: 2012Committee Membership: Audit, Human Capital and Compensation Chair
Donna F. Vieira IND 60Executive Vice President and Chief Commercial Officer, Sallie MaeDirector Since: 2021 Committee Membership: Audit, Human Capital and Compensation
IND Independent
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Board Snapshot
Inclusive of all nominees.
| BALANCED TENURE | BALANCED AGE | INDEPENDENCE |
|---|---|---|
| <4 years | Under 50 | Independent |
| 4-6 years | 50-59 | Non-Independent |
| 7-10 years | 60+ | |
| 10+ years | ||
Skills and Experience
Inclusive of all nominees.
| Corporate and Organizational Leadership | Risk Management and Data Security |
| Public Company Board Service and Governance | Accounting and Financial Responsibility |
| Human Resource Management | Government Relations and Public Policy |
| Sales and Marketing | Hospitality Industry Experience |
| Digital Commerce Leadership | Legal, Regulatory and Compliance |
| Financial and Capital Markets | Cybersecurity |
| 2025 Proxy Statement | 11 |
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Governance Highlights
The Company is committed to maintaining good corporate governance as a critical component of our success in driving sustained shareholder value. With a focus on serving the interests of shareholders, the Board collaborates with the Company’s senior management and external advisors to remain abreast of and evaluate corporate governance trends and best practices.
Majority voting - Annual election of directors by majority vote
Separate Chairman and CEO - Separate positions for Chairman of the Board and the CEO
Regular executive sessions - The independent directors of the Board meet regularly in executive session (four independent director executive sessions were held in 2024)
Lead independent director - In addition to chairing the executive sessions, the lead independent director manages the Board’s review of the CEO’s performance, coordinates activities of the independent directors and performs other duties assigned by the Board
Stock ownership and holding requirements -Directors and executive officers have robust stock ownership and holding requirements
Clawback policy - Executives are subject to a clawback that applies to cash and equity compensation in the event of certain financial restatements
Director training programs - Board governance orientation and continuing education training program
Independent Board committees - The Human Capital and Compensation Committee, Audit Committee and Corporate Governance and Nominating Committee are made up entirely of independent directors
Succession planning - The Human Capital and Compensation Committee completes an annual review of the management succession plan for the CEO and other key executives
Board assessments - Annual assessment of Board and committee effectiveness by the Corporate Governance and Nominating Committee
Hedging policy- The Company has a comprehensive insider trading policy and prohibits hedging by any Associates (employees, directors, contractor or consultants), other than Bainum family directors in relation to certain indirectly held shares
Pledging policy - The Company prohibits any Associates, other than directors, from pledging shares
Ethics hotline - Global hotline and web portal to encourage employees to report financial, ethics and employee relations issues
Risk Oversight - Board oversight of risk management including regular updates from management and Board committees
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| PROPOSAL 2Advisory Vote to Approve Named Executive Officer CompensationThe Board recommends that shareholders vote FOR the approval of executive compensation. | See pages 38 - 62 for more information |
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Executive Compensation Overview
84% of CEO pay and 78% of other NEO pay is at risk and / or performance based.
| Pay Component | Purpose | Key Features of 2024 Compensation | ||
| Base Salary | Provides a level of fixed compensation that is competitive to attract and retain highly qualified executives. | Modest increases in base salaries and other limited adjustments were made as needed to meet the competitive market. | ||
|---|---|---|---|---|
| CEO | Other NEOs | |||
| Short-term Variable | Motivates and rewards executives for achievement of Company annual financial and strategic goals measured over the fiscal year. | Total potential payout ranged from 0% - 200% of target; performance measures included operating income and progress against strategic initiatives. | ||
| CEO | Other NEOs | |||
| Long-term Variable | Through a variety of equity vehicles, creates linkage to share value appreciation and alignment with shareholders.Motivates and rewards executives for sustaining long-term financial and operational performance that increases the value of our brands and shareholder value. | Majority of potential payout ranges from 0% to 230% of target with limited grants up to 300% of target; measures include EPS and relative total shareholder return ("TSR"). | ||
| CEO | Other NEOs | |||
| 2025 Proxy Statement | 13 |
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Pay and Governance Practices
The Company has the following pay and governance practices that reinforce the soundness of our compensation programs:
| What We Do: | What We Don’t Do: |
|---|---|
| Independent compensation committee and independent compensation consultant Annual compensation risk assessment Evaluate and focus on ESG programs Executive compensation Recoupment Policy ("Clawback Policy") Stock ownership guidelines: directors, NEOs and other executives have stock ownership and holding requirements | No excise tax gross-ups on severance and change in control benefits No hedging by employees or directors permitted, other than by Bainum family directors in relation to certain indirectly held shares No pledging shares as collateral for loans or holding shares in a margin account permitted, other than by directors No single-trigger vesting of equity awards on a change in control No dividends paid on performance vested restricted stock units ("PVRSUs") unless the awards vest No repricing of stock options |
| PROPOSAL 3Approval of the Company's 2025 Long-Term Incentive PlanThe Board recommends a vote FOR the approval of the Company's Long Term Incentive Plan | See page 90 for more information |
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| PROPOSAL 4Ratification of the Appointment of Independent Registered Public Accounting FirmThe Board recommends a vote FOR the ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. | See page 96 for more information |
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| PROPOSAL 5Shareholder Proposal to Consider a Simple Majority Vote Requirement in Our Organizational DocumentsThe Board recommends a vote FOR this proposal. | See page 98 for more information |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.