DEF 14A of Choice Hotels International Inc /De, Apr 15, 2024

DEF 14A of Choice Hotels International Inc /De

Filed Apr 15, 2024 · FY20230001046311-24-000016

Open on EDGAR

  1. KEY THEMES FROM SHAREHOLDER ENGAGEMENT

    | | What We Heard | How We Responded | | Primary area of feedback | •Concerns about the size and structure of the Strategic Leadership Alignment Grants •Concerns about the size of the restricted stock portion of the Strategic Leadership Alignment Grants and its vesting being time-based •Appreciation from several shareholders for the context and rationale we provided in our 2023 proxy statement | •The Committee believes such front-loaded grants have been and should be used only sparingly and confirmed that any future similar grants will not be made absent extraordinary circumstances. In addition, the Company highlighted that the grants have significant back end vesting, with the most significant occurring in year 5 (70%). •The Committee viewed the grants as long-term performance-based as they focused the CEO and executive team on delivering long-term results as well as enabled the CEO to proactively develop a strong internal team tied to the strategic plan and build leadership succession. •In relation to size, the Committee expects reduced annual LTI in 2022 through 2026 (as evidenced in this year's awards). | | Additional areas of feedback | •Desire for more performance-based compensation | •In relation to outstanding awards at the end of 2022, more than 60% of the awards of each recipient are "performance-based." The Committee intends to continue to deliver compensation through significant performance-based compensation in future annual grants. | | | •Interest in whether we are returning to our more typical approaches to executive compensation | •We confirmed that the one-time shift in LTI was for a few targeted and key executives at a particular time. Similar grants are not expected in the future absent extraordinary circumstances. | | | •General support for the structure and overall design of our program | •The Committee has returned to our historic approach to delivering pay for performance, consistent with the focused feedback we received from investors. |

  2. Nominees

    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 18, 2024 is set forth below for Choice’s proposed directors.

  3. Nominees

    | | Brian B. Bainum 39 Management Consultant, Investor Director Since: 2019 Committee Membership: Diversity | | | Stewart W. Bainum, Jr. 77 Chairman of the Board, Investor Director Since: 1976, except 1996-1997 Committee Membership: None | | | William L. Jews IND 72 Former President and Chief Executive Officer, CareFirst, Inc. Director Since: 2000, except 2005-2006 Committee Membership: Audit Chair, Human Capital and Compensation, Diversity | | | Monte J.M. Koch IND 60 Retired Partner, BDT & Company; Co-Founder, Ten-X, Investor Director Since: 2014 Committee Membership: Audit, Corporate Governance and Nominating | | | Liza K. Landsman IND 54 CEO, Stash and Special Partner, NEA Venture Capital, Former President, Jet.com Director Since: 2014 Committee Membership: Human Capital and Compensation, Diversity Chair | | | Patrick S. Pacious 58 President and Chief Executive Officer Director Since: 2017 Committee Membership: None |

  4. Nominees

    | | Ervin R. Shames IND 83 Management Consultant, Former Chief Executive Officer, Borden, Inc. Director Since: 2002 Committee Membership: Human Capital and Compensation, Corporate Governance and Nominating Chair | | | Gordon A. Smith IND 65 Lead Independent Director, Former Vice Chairman, JPMorgan Chase Director Since: 2022, prior director from 2004 - 2017 Committee Membership: Audit, Corporate Governance and Nominating | | | Maureen D. Sullivan IND 42 Partner, TCG Capital Management, Former President and Chief Operating Officer, Heyday Skincare Director Since: 2018 Committee Membership: Human Capital and Compensation, Corporate Governance and Nominating, Diversity | | | John P. Tague IND 61 Former President and Chief Executive Officer, Hertz Global Holdings, Inc. Director Since: 2012 Committee Membership: Audit, Human Capital and Compensation Chair | | | Donna F. Vieira IND 59 Executive Vice President and Chief Commercial Officer, Sallie Mae Director Since: 2021 Committee Membership: Audit |

  5. Nominees

    IND Independent

  6. Nominees

    | 12 | |

  7. Pay and Governance Practices

    | 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 |

  8. Proposal No. 1—Election of Eleven Director Nominees

    Proposal No. 1—Election of Eleven Director Nominees Eleven directors are nominated for election at the 2024 Annual Meeting of Shareholders to hold office until the 2025 Annual Meeting of Shareholders or until their successors are duly elected and qualified. The Company’s Restated Certificate of Incorporation provides that the number of directors must be at least three but not more than twelve. The exact number of directors within that range is determined from time to time by the Board. Currently, the Board size is set at eleven directors. All directors are elected annually by a majority of votes cast, except in the case of a contested election, in which case directors are elected by a plurality vote. The Board has nominated the following eleven individuals to serve as directors: Brian B. Bainum, Stewart W. Bainum, Jr., William L. Jews, Monte J.M. Koch, Liza K. Landsman, Patrick S. Pacious, Ervin R. Shames, Gordon A. Smith, Maureen D. Sullivan, John P. Tague and Donna F. Vieira. Each of the nominees is currently a member of our Board.

  9. BOARD RECOMMENDATION

    BOARD RECOMMENDATION The Board recommends a vote FOR each of the director nominees.

  10. Director Nominee Information and Qualifications

    Director Nominee Information and Qualifications The Board requires that its members possess the highest personal and professional integrity and be positioned to contribute to the Board’s effectiveness through their experience. The Board has been, and continues to be, committed to diversity, including diversity of gender, race and ethnicity. The Board and the Corporate Governance and Nominating Committee view diverse representation on the Board as the best way to represent the interests of all of our shareholders and maximize the Company’s success. The Corporate Governance and Nominating Committee regularly reviews the experience, qualifications, attributes and skills of each of the Board’s director nominees. The names of Choice’s proposed director nominees, their respective ages, their positions with Choice, and other biographical information as of March 18, 2024, are set forth below. After taking into account their significant contributions to the Board, the Board provided Mr. Shames and Mr. Jews an age-related waiver to its Board retirement policy. The Board considers any age-related waivers on an annual basis. The Corporate Governance and Nominating Committee’s assessment of the qualifications of each Board member is also included below.

  11. Director Nominee Information and Qualifications

    | 18 | |

  12. Director Nominee Information and Qualifications

    | | | | | | Brian B. Bainum | | | | Age: 39 Director Since: 2019 | Committees: DC | | Background •Management consultant with a background in enterprise digital transformations •Worked at Deloitte Consulting, LLP and Infosys Limited •Has an MBA from the UCLA Anderson School of Management •Has experience in the hospitality industry from positions he previously held in hotel operations at Sunburst Hospitality Corporation and in franchise development at Choice Hotels •Managing Member (since 2023) of the Governing Council of Artis Senior Living, LLC, a developer-owner-operator of assisted living residences, member of the Governing Council since 2016 Other Directorships •Serves on the Investment Committee of SunBridge Manager, LLC, a private investment management firm, since 2012, and has been Chairman (since 2023) and Director (since 2017) •Chairman (since 2023) and Director (since 2017) of Realty Investment Company, Inc., a privately held real estate investment and development company •Chairman (since 2023) and Director (since 2017) of Sunburst Hospitality Corporation, a hotel operator •Director of Three Graces Foundation, which supports health and education projects in the developing world Director Qualifications Mr. Bainum’s experience serving as a Director of both a hotel developer and operator and a real estate development and investment company provides the Board with opinions and perspective regarding real estate investment and development issues that are relevant to the development efforts of the Company and its franchisees. Additionally, Mr. Bainum’s prior experience working in various on-property roles in hotels provides the Board with perspective on many operational issues of importance to the Company’s franchisees and guests. Mr. Bainum’s family and entities affiliated with Mr. Bainum’s family own approximately 40.2% of the outstanding shares of the Company, thus, Mr. Bainum serves as an effective voice for shareholders. | | |

  13. Director Nominee Information and Qualifications

    | AC Audit | CC Human Capital and Compensation | CGN Corporate Governance and Nominating | DC Diversity |

  14. Director Nominee Information and Qualifications

    | 2024 Proxy Statement | 19 |

  15. Director Nominee Information and Qualifications

    | | | | | Stewart W. Bainum, Jr. | | | Age: 77 Director Since: 1976, except 1996 – 1997 Chairman of the Board | | Background •Chairman of the Board of Choice Hotels International, Inc. since October 1997 and from March 1987 to November 1996 •Member of Artis Senior Living, LLC, a developer-owner-operator of assisted living residences, since 2012 •Chairman and Chief Executive Officer of Manor Care, Inc. from March 1987 to September 1998 •President of Manor Care of America, Inc. and Chief Executive Officer of ManorCare Health Services, Inc. from March 1987 to September 1998, and Vice Chairman of Manor Care of America, Inc. from June 1982 to March 1987 Other Directorships •Director of the Board of Realty Investment Company, Inc., a real estate management and investment company, from December 2005 through December 2016 and Chairman from December 2005 through June 2009 •Director of the Board of Sunburst Hospitality Corporation, a real estate developer, owner and operator, from November 1996 through December 2016 and Chairman from November 1996 through June 2009 •Director of SunBridge Manager LLC, a private investment management firm, from December 2014 through December 2016 •Director of Manor Care, Inc., from September 1998 to September 2002, serving as Chairman from September 1998 until September 2001 Director Qualifications Mr. Bainum’s long-standing relationship serving the Company provides the Board with a valuable historical perspective on the Company’s culture and direction that is important in the Board’s decisions concerning the Company’s future direction. Prior to 1976, when Mr. Bainum began his extensive history serving as an executive of the Company, he worked for the Company’s predecessor businesses starting in 1958, at the age of 12, serving as a janitor at his father’s 28 room motel and thereafter serving in a variety of manual labor roles through completion of high school. Since 1976, when Mr. Bainum joined the Company’s leadership team, the Choice Hotels business has grown from a franchisor of 290 hotels, with a market value of less than $6 million, operating under one brand to a global enterprise with more than 7,400 hotels operating under 22 brands. In addition to his long-standing involvement with the Company, his prior experience as the board chairman for a hospitality-based real estate development and management company allows Mr. Bainum to provide the Board with unique opinions and perspectives regarding development and operational issues that affect the Company’s hotel brands. Mr. Bainum’s previous leadership of and involvement with the publicly listed companies Manor Care, Inc., Sunburst Hospitality and Vitalink Pharmacy Services represents valuable, relevant experience in the duties of management and board leadership of a publicly traded company. Mr. Bainum beneficially owns approximately 21% of the outstanding shares of the Company. He, his family and entities affiliated with his family own approximately 40.2% of the outstanding shares of the Company, thus, Mr. Bainum serves as an effective voice for shareholders. | |

  16. Director Nominee Information and Qualifications

    | AC Audit | CC Human Capital and Compensation | CGN Corporate Governance and Nominating | DC Diversity |

  17. Director Nominee Information and Qualifications

    | 20 | |

  18. Director Nominee Information and Qualifications

    | | | | | | William L. Jews | | | | Independent Age: 72 Director Since: 2000, except 2005 – March 2006 | Committees: AC (Chair), CC, DC | | Background •President and Chief Executive Officer of CareFirst, Inc. from January 1998 to December 2006 •President and Chief Executive Officer of CareFirst of Maryland, Inc. and Group Hospitalization and Medical Services, Inc. and served as Chief Executive Officer of Blue Cross Blue Shield of Delaware •President and Chief Executive Officer of Blue Cross Blue Shield of Maryland, Inc., from April 1993 until January 1998 Other Directorships •Director of CACI International, Inc. (CACI) •Director of KCI Technologies, Inc. •Former Lead Director of CalAtlantic Group Inc. Director Qualifications Mr. Jews brings to the Board experience as the chief executive officer of large, service-oriented companies. The Board benefits from Mr. Jews’ unique ability to relate to and comprehend many of the operational issues before the Board. In addition, Mr. Jews’ executive experience was characterized by management of rapid company growth, which provides the Board with insight related to various strategic growth and development plans. Mr. Jews' experiences leading him to be named among the Most Influential Black Executives in Corporate America by Savoy Magazine enrich the Board's perspective on Company policies. | | |

  19. Director Nominee Information and Qualifications

    | | | | | | Monte J.M. Koch | | | | Independent Age: 60 Director Since: 2014 | Committees: AC, CGN | | Background •A private investor •Retired Partner of BDT & Company, a merchant bank that provides advice and access to long-term, differentiated capital to help family owned and founder-led businesses pursue their strategic and financial objectives •Co-Founder and former board member of Auction.com and Ten-X, the nation’s leading online sellers of residential and commercial real estate •Had a long career in investment banking, including service at Deutsche Bank, where he served as Global Head of Real Estate Investment Banking and the Chairman of Mergers & Acquisitions for the Americas Other Directorships •Former Director of Auction.com and Ten-X Director Qualifications Mr. Koch’s 26 years of experience as an investment banker specializing in advising clients from the lodging, gaming and real estate sectors on major strategic transactions is valuable in helping the Board evaluate potential transactions and growth strategies. Mr. Koch’s specific experience as a co-founder and as an executive in a successful technology start-up provides the Board with insight into trends, operations, practices and ideas in an industry that has a significant impact on the Company’s core business of hotel franchising. Such knowledge assists the Company in continuing to advance its proprietary technology platform in service to its franchisees and clients. | | |

  20. Director Nominee Information and Qualifications

    | AC Audit | CC Human Capital and Compensation | CGN Corporate Governance and Nominating | DC Diversity |

  21. Director Nominee Information and Qualifications

    | 2024 Proxy Statement | 21 |

  22. Director Nominee Information and Qualifications

    | | | | | | Liza K. Landsman | | | | Independent Age: 54 Director Since: 2014 | Committees: CC, DC (Chair) | | Background •CEO, Stash and Limited Partner at New Enterprise Associates (NEA), a leading venture capital firm •Former President of Jet.com (acquired by Walmart in 2016 for $3.3BN) •Former EVP and Chief Marketing Officer of E*TRADE, responsible for the company’s marketing initiatives and sat on the Executive Committee of the firm •Former Managing Director of Digital at BlackRock. Inc. •Former Operating Partner and Acting Chief Marketing Officer at Bravas Partners LLC •Served in a variety of senior roles at Citigroup. Inc. over a 10-year period Other Directorships •Director of Squarespace, Inc. (SQSP) (Audit Committee) •Former Director of Veritiv Corporation (VRTV) Director Qualifications Ms. Landsman brings over 25 years of digital, mobile and social media experience with large global companies and start-up businesses to the Choice Board. She possesses a strong background in financial services, particularly within the consumer banking, wealth management and credit card industries. Ms. Landsman’s digital experience, knowledge of consumer behavior and deep understanding of how consumers interact across different channels make her an asset to the Board. | | |

  23. Director Nominee Information and Qualifications

    | | | | | Patrick S. Pacious | | | Chief Executive Officer Age: 58 Director Since: 2017 | | Background •President and Chief Executive Officer of the Company since September 2017 •Served as President and Chief Operating Officer of the Company from May 2016 to September 2017; Chief Operating Officer from January 2014 until May 2016; Executive Vice President, Global Strategy & Operations from February 2011 through December 2013; Senior Vice President Corporate Strategy and Information Technology from August 2009 to February 2011; Senior Vice President, Corporate Development and Strategy from December 2007 to August 2009; Vice President, Corporate Development and Innovation from May 2006 to December 2007; and Senior Director of Corporate Strategy from July 2005 to May 2006 •Prior to joining the Company, he was employed by Bearingpoint Inc. as a Senior Manager from 2002 until 2005 and Arthur Andersen Business Consulting LLP as a Senior Manager from 1996 until 2002 Other Directorships •Valvoline Inc. Director Qualifications Because Mr. Pacious serves as the Company’s Chief Executive Officer, he possesses unique insight and information related to both the Company’s day-to-day operations and its long- and short-term needs. Mr. Pacious’ immersion into all aspects of the Company’s business and operations provides a perspective on operational and strategic proposals under consideration by the Board that other directors rely upon in reviewing and approving matters before the Board. | |

  24. Director Nominee Information and Qualifications

    | AC Audit | CC Human Capital and Compensation | CGN Corporate Governance and Nominating | DC Diversity |

  25. Director Nominee Information and Qualifications

    | 22 | |

  26. Director Nominee Information and Qualifications

    | | | | | | Ervin R. Shames | | | | Independent Age: 83 Director Since: 2002 | Committees: CGN (Chair), CC | | Background •An independent management consultant to consumer goods and services companies, advising on management and marketing strategy, since January 1995 •Former lecturer at the University of Virginia’s Darden Graduate School of Business from 1996 until 2008 •Chief Executive Officer of Borden, Inc. from December 1993 to January 1995, and was President and Chief Operating Officer from July 1993 until December 1993 •President and Chief Executive Officer of Stride Rite Corporation from 1990 to 1992, and then served as its Chairman, President and Chief Executive Officer until 1993 •Served in various management positions with General Foods and Kraft Foods from 1967 to 1989 Other Directorships •Former Chairman of the Board of Sleep Number Corporation (SNBR) •Former Board Chair of Western CT Health Network and Former Board Chair of Norwalk Hospital Director Qualifications Mr. Shames has expertise in management strategy that is valuable to the Board both as a resource for use in evaluating the performance of the Company’s executive team, as well as for developing and fostering management initiatives and incentives within the Company. Mr. Shames’ experience as an executive of consumer products-based companies aligns well with the Board’s constant evaluation of the Company’s hotel brand performance and plans for brand development and enhancement. Mr. Shames’ experience as former Board Chair of Western CT Health Network and as former Board Chair of Norwalk Hospital provides valuable insight from outside of the hospitality industry. Mr. Shames’ background as a lecturer at the Darden School of Business exposed him to a variety of ideas and strategies in the area of business management that are valuable to the Board as a basis for enhancing or refining the Company’s management practices and corporate governance procedures. Mr. Shames has served on numerous for-profit and not-for-profit boards that have provided him in-depth governance experience. | | |

  27. Director Nominee Information and Qualifications

    | AC Audit | CC Human Capital and Compensation | CGN Corporate Governance and Nominating | DC Diversity |

  28. Director Nominee Information and Qualifications

    | 2024 Proxy Statement | 23 |

  29. Director Nominee Information and Qualifications

    | | | | | | Gordon A. Smith | | | | Lead Independent Director Age: 65 Director since 2022, Prior director from 2004 - 2017 | Committees: AC, CGN | | Background •Former Vice Chairman of JPMorgan Chase •Co-President and Chief Operating Officer of JPMorgan Chase from 2018 to 2021 •Chief Executive Officer, Chase Consumer and Community Banking of JP Morgan Chase from 2012 to 2021 •Mr. Smith joined Chase in 2007. He served first as CEO of Card and then of the Card, Merchant Services and Auto Finance businesses before taking over Consumer & Community Banking in 2012. •Before joining Chase, Mr. Smith spent more than 25 years at American Express, where he led and managed several businesses, including the U.S. Domestic Consumer Card Business. From 2005 until 2007, he was President of the Global Commercial Card business. Other Directorships •Former Director of Nordstrom, Inc. (JWN) Director Qualifications Mr. Smith’s experience as an executive in the consumer services industry, including his current tenure as Vice Chairman at JP Morgan Chase, provides the Board with insight into trends, operations, practices and ideas in industries and markets that have a significant indirect impact on the Company’s core business of hotel franchising. The knowledge Mr. Smith gained during his tenure at American Express, where he played a vital role in managing a global brand and in developing partnerships and customer rewards programs, is valuable in helping the Board review advertising, branding and growth strategies. | | |

  30. Director Nominee Information and Qualifications

    | AC Audit | CC Human Capital and Compensation | CGN Corporate Governance and Nominating | DC Diversity |

  31. Director Nominee Information and Qualifications

    | 24 | |

  32. Director Nominee Information and Qualifications

    | | | | | | Maureen D. Sullivan | | | | Independent Age: 42 Director Since: 2018 | Committees: CC, CGN, DC | | Background •Partner at TCG Capital Management (TCG), since April 2021, who brings significant leadership experience at the intersection of technology, product development, marketing and operations. Before joining TCG, Ms. Sullivan spent the last decade focused on brands that align with the interests and solve the unique needs of female consumers •President and Chief Operating Officer at Heyday Skincare, from September 2020 to March 2021 where she helped to accelerate the company's ability to deliver personalized skincare •President and COO at Rent the Runway, from September 2015 to March 2020, where she helped the company transform into a subscription service disrupting the global fashion industry. During her tenure, Ms. Sullivan helped build the foundation for the company to scale to a $1B valuation, while democratizing fashion and creating a more sustainable way for people to get dressed •President, AOL.com & Lifestyle Brands from April 2009 to September 2015 and began her career at Google New York Engineering before being named Chief of Staff to the American Advertising Organization, where she oversaw business planning and partnership development •Built and launched MAKERS.com, the largest video collection of ground-breaking women’s stories, and documentary film series, chronicling the modern American feminist movement and created and launched the MAKERS Conference, a live event gathering influential women from across industries for a several–day thought leadership conference on accelerating women’s leadership •Launched the MAKERS@ Corporate Advisory Board, connecting corporate partners to the mission of MAKERS - a platform for storytelling highlighting ground-breaking women Other Directorships •None Director Qualifications Ms. Sullivan brings significant consumer brand development and management, marketing, and technology experience to the Board. In particular, her expertise in digital, mobile and social media help shape the Board’s assessments of the Company’s efforts to increase its strategic presence in these areas. Ms. Sullivan’s experience as an executive in consumer-facing, e-commerce, wellness and service focused start-up environments brings a current perspective to the Board’s operational considerations. In addition, Ms. Sullivan has proven herself an influencer and champion of diversity in the workplace. | | |

  33. Director Nominee Information and Qualifications

    | AC Audit | CC Human Capital and Compensation | CGN Corporate Governance and Nominating | DC Diversity |

  34. Director Nominee Information and Qualifications

    | 2024 Proxy Statement | 25 |

  35. Director Nominee Information and Qualifications

    | | | | | | John P. Tague | | | | Independent Age: 61 Director Since: 2012 | Committees: CC (Chair), AC | | Background •Retired President and Chief Executive Officer of Hertz Global Holdings, Inc. •Chairman and CEO of Cardinal Logistics Holdings from July 2011 until November 2014 •Served UAL Corporation through October 2010 when he retired as President •Executive Vice President and Chief Revenue Officer of United Air Lines, Inc. and UAL Corporation from April 2006 until May 2008 •Joined United as Executive Vice President in 2003 Other Directorships •No other current public directorship Director Qualifications Mr. Tague’s extensive experience in the car rental and airline industries enables him to provide the Board with insights and suggestion relevant to the overall travel industry. Because Mr. Tague’s industry experience is not hotel-based, he provides the Board with unique opinions and assessments about the travel and hospitality industry sector in which the Company operates. | | |

  36. Director Nominee Information and Qualifications

    | AC Audit | CC Human Capital and Compensation | CGN Corporate Governance and Nominating | DC Diversity |

  37. Director Nominee Information and Qualifications

    | 26 | |

  38. Director Nominee Information and Qualifications

    | | | | | | Donna F. Vieira | | | | Independent Age: 59 Director Since: 2021 | Committees: AC | | Background •Executive Vice President and Chief Commercial Officer at Sallie Mae where she oversees the company’s top line revenue growth, as well as pricing, products, sales, marketing, customer and digital experience, and business development •Former Chief Marketing Officer of Consumer Banking and Wealth Management at JPMorgan Chase. •Has an extensive background in marketing and general management via her current role at Sallie Mae and her work at other leading financial services companies including American Express and JP Morgan Chase •At American Express, she focused on new customer acquisition and product development and oversaw the launch of a series of new card products including Blue Business and Business Membership Rewards and was a member of the team that launched Open Small Business •At JP Morgan Chase, she held key small business and consumer-focused roles. She led the development of strategic marketing, brand and digital transformation initiatives to grow deposit and investment balances, as well as customer relationships •Delaware Governor John Carney appointed her as Chair of the Office of the Treasurer’s Plans Management Board, overseeing investment programs that help families to plan and save for post-secondary education •Member of the Executive Leadership Council, the pre-eminent membership organization that is committed to increasing the number of Black executives in global enterprises Other Directorships •None Director Qualifications Ms. Vieira’s experience as an executive in the consumer services industry, including her current tenure as Executive Vice President and Chief Commercial Officer at Sallie Mae, as well as her prior roles at JP Morgan Chase and American Express, provide the Board with insight into trends, operations, practices and ideas in industries and markets that have a significant indirect impact on the Company’s core business. Ms. Vieira's experience on the Executive Leadership Council, and the experiences leading her to be named among the Most Influential Black Executives in Corporate America by Savoy Magazine enrich the Board's perspective on Company policies. | | |

  39. Director Nominee Information and Qualifications

    | AC Audit | CC Human Capital and Compensation | CGN Corporate Governance and Nominating | DC Diversity |

  40. Director Nominee Information and Qualifications

    | 2024 Proxy Statement | 27 |

  41. Board Refreshment and Consideration of Director Nominees

    Board Refreshment and Consideration of Director Nominees Our Corporate Governance and Nominating Committee is primarily responsible for maintaining a strong and diverse Board through robust evaluation and succession planning processes, which include recommending Directors for re-election and identifying new candidates who will bring complementary skills and varied perspectives to our Board. Our Corporate Governance and Nominating Committee evaluates and determines the most impactful and desirable mix of characteristics, skills, experiences, perspectives and backgrounds for our Board as a whole, as well as the qualifications and attributes of individual Directors and Director candidates.

  42. Board Refreshment and Consideration of Director Nominees

    | 2024 Proxy Statement | 29 |

  43. Board Refreshment and Consideration of Director Nominees

    | Board’s Commitment to Diversity The Board values diversity and strives to have a Board consisting of directors of different backgrounds and with a diverse set of experiences and perspectives. The Board, and the Corporate Governance and Nominating Committee, view such diversity on the Board as the best way to represent the interests of all of our shareholders and maximize the Company’s success. While the Board does not consider race, ethnicity, or gender in selecting nominees, the Corporate Governance and Nominating Committee strives to identify qualified candidates who are women and/or from different racial and ethnic backgrounds to be included in the pool of candidates from which directors are nominated. |

  44. Board Refreshment and Consideration of Director Nominees

    Our Corporate Governance and Nominating Committee strives to achieve an appropriate balance of continuity and refreshment through a mix of newer and longer-tenured Directors. Our Governance Committee and Board believe that there should be a balance of institutional knowledge and fresh perspectives among our Directors, and that long tenure does not itself impair a Director’s independence and often enhances a Director’s ability to apply independent judgment.

  45. Board Refreshment and Consideration of Director Nominees

    | 3 directors have been added to the Board in last 5 years | The addition of Mr. Bainum brought the perspective of a consultant with hotel industry background. The addition of Ms. Vieira brought a deep knowledge of the consumer to the Board. The addition of Mr. Smith, who had previously served on the Board from 2004 to 2017, brought an in-depth perspective on the business and practices of the Company as well as the business and practices of the banking and finance industries. |

  46. Board Refreshment and Consideration of Director Nominees

    As the Company’s strategic priorities continue to evolve and in consideration of potential retirements and departures, our Corporate Governance and Nominating Committee continues to proactively evaluate our Board’s composition and succession planning to facilitate a smooth transition and continuity of skills, experience and diversity in the boardroom.

  47. Consideration of Director Candidates

    Consideration of Director Candidates The Corporate Governance and Nominating Committee administers the process for nominating candidates to serve on the Company’s Board. The Committee recommends candidates for consideration by the Board as a whole, which is responsible for appointing candidates to fill any vacancy that may be created between meetings of the shareholders and for nominating candidates to be considered for election by shareholders at the Company’s Annual Meeting. The Board has established selection criteria to be applied by the Corporate Governance and Nominating Committee and by the full Board in evaluating candidates for election to the Board. These criteria include: (i) independence, (ii) integrity, (iii) experience and sound judgment in areas relevant to the Company’s business, (iv) a proven record of accomplishment, (v) willingness to speak one’s mind, (vi) the ability to commit sufficient time to Board responsibilities, (vii) the ability to challenge and stimulate management and (viii) belief in and passion for the Company’s mission and vision. The Committee also periodically reviews with the Board the appropriate skills and characteristics required of Board members in the context of the current membership of the Board. This assessment includes considerations such as diversity, age and functional skills in relation to the perceived needs of the Board from time to time. The Corporate Governance and Nominating Committee uses a variety of methods to identify potential nominees for election to the Board, including consideration of candidates recommended by directors, officers or shareholders of the Company and the use of independent recruitment firms. When reviewing and recommending candidates to join the Board, the Corporate Governance and Nominating Committee considers how each prospective new member’s unique background, experience and expertise will add to the Board’s overall perspective and ability to govern the Company. The Committee recognizes that a current strength of the Board stems from the diversity of perspective and understanding that arises from discussions involving individuals of diverse background and experience. When assessing a Board candidate’s background and experience, the Committee takes into consideration all relevant components, including, but not limited to, a candidate’s gender and cultural and ethnic background. The Committee may also use one or more professional search firms or other advisors to assist the Committee in identifying candidates for election to the Board. The Corporate Governance and Nominating Committee will consider director candidates recommended by shareholders and evaluate them using the same criteria as applied to candidates identified through other means, as set forth above. Shareholders seeking to recommend a prospective candidate for the Committee’s consideration should submit the candidate’s name and qualifications, including the candidate’s consent to serve as a director of the Company if nominated by the Committee and so elected by mail to: Corporate Secretary, Choice Hotels International, Inc., 915 Meeting Street, Suite 600, North Bethesda, Maryland 20852 or by email to IR@choicehotels.com.

  48. Consideration of Director Candidates

    | 30 | |

  49. Board of Directors

    Board of Directors The Board is responsible for overseeing the overall performance of the Company. Members of the Board are kept informed of the Company’s business primarily through discussions with the Chairman, the CEO and other members of the Company’s management, by reviewing materials provided to them and by participating in Board and committee meetings. In 2023, the Board held 11 meetings and each director attended at least 75% of all meetings of the Board and the standing committees of the Board on which he or she served. In 2023, all of the then-current Board members attended the Annual Meeting. The Company expects all directors to attend the Annual Meeting. The independent, non-management members of the Board are required to meet at least once a year in executive session without management present. Mr. Smith, the lead independent director, chairs these meetings. Three such meetings were held in 2023. The Board has adopted Corporate Governance Guidelines, a Corporate Ethics Policy and charters for each of its standing committees, including the Audit Committee, Human Capital and Compensation Committee, Corporate Governance and Nominating Committee, and Diversity Committee, each of which is discussed further below. The Audit Committee Charter was updated in 2022. The Corporate Governance and Nominating Committee Charter were updated in 2020. The Corporate Governance Guidelines, Corporate Ethics Policy and several of the committee charters were updated in 2019. A temporary addendum was added to the Corporate Ethics Policy effective March 1, 2021, as further discussed below. The Corporate Governance Guidelines, Corporate Ethics Policy and all standing committee charters are included in the investor relations section of the Company’s website at www.choicehotels.com.

  50. BOARD’S ROLE IN OVERSIGHT OF SUSTAINABILITY

    | | | | | | Human Capital and Compensation •Talent management and succession planning •Executive and Director compensation | Audit •Data privacy and data protection •Information security, including cybersecurity | Corporate Governance and Nominating •Oversees ESG strategy and matters •Environmental stewardship | Diversity •Inclusion •Key diversity initiatives | | | | | | | Management •Our senior executive team works together with our sustainability vice-president to advance our ESG efforts across the organization | | | |

  51. Proposal No. 3—Advisory Vote to Approve Named Executive Officer Compensation

    | Pay for Performance | Link pay through short- and long-term incentives to corporate, team and individual performance to encourage and reward excellence and outcomes that further the Company’s results and enhance shareholder value | | Encourage Growth | Encourage the exploration of opportunities in business areas that are complementary to our core hotel franchising business, leveraging core competencies and / or adding to our franchising business model | | Competitive Pay | Assure that compensation relates to performance relative to companies of similar complexity and global scale in terms of system-wide gross room revenue and market capitalization to provide effective incentives and encourage retention | | Shareholder Alignment | Align the interests of executives with those of our shareholders through grants of equity-based compensation that, coupled with our stock ownership requirements, encourage significant ongoing equity ownership | | Long-Term Focus | Foster long-term focus and continued investment in growth required for strong performance in the hospitality industry through equity incentives that vest over time | | Internal Pay Equity | Consider internal pay equity so that the relationship between internal executive pay levels is appropriate | | Recruitment and Retention | Enable the recruitment and retention of highly qualified executives able to excel within a complex organization that manages extensive system-wide gross room revenues in a rapidly changing, disruptive distribution environment |

  52. KEY THEMES FROM SHAREHOLDER ENGAGEMENT

    | | What We Heard | How We Responded | | Primary area of feedback | •Concerns about the size and structure of the Strategic Leadership Alignment Grants •Concerns about the size of the restricted stock portion of the Strategic Leadership Alignment Grants and its vesting being time-based •Appreciation from several shareholders for the context and rationale we provided in our 2023 proxy statement | •The Committee believes such front-loaded grants have been and should be used only sparingly and confirmed that any future similar grants will not be made absent extraordinary circumstances. In addition, the Company highlighted that the grants have significant back end vesting, with the most significant occurring in year 5 (70%). •The Committee viewed the grants as long-term performance-based as they focused the CEO and executive team on delivering long-term results as well as enabled the CEO to proactively develop a strong internal team tied to the strategic plan and build leadership succession. •In relation to size, the Committee expects reduced annual LTI in 2022 through 2026 (as evidenced in this year's awards). | | Additional areas of feedback | •Desire for more performance-based compensation | •In relation to outstanding awards at the end of 2022, more than 60% of the awards of each recipient are "performance-based." The Committee intends to continue to deliver compensation through significant performance-based compensation in future annual grants. | | | •Interest in whether we are returning to our more typical approaches to executive compensation | •We confirmed that the one-time shift in LTI was for a few targeted and key executives at a particular time. Similar grants are not expected in the future absent extraordinary circumstances. | | | •General support for the structure and overall design of our program | •The Committee has returned to our historic approach to delivering pay for performance, consistent with the focused feedback we received from investors. |

  53. Short-Term Incentive (Cash) Program

    Short-Term Incentive (Cash) Program •Rewards executives for achieving both financial and strategic goals

  54. Long-Term Incentive (Equity) Program

    Long-Term Incentive (Equity) Program •Rewards executives for sustaining long-term financial performance based on stretch EPS targets, with 15% possible TSR modifier for performance above/below the peer group. •Use of 100% performance-based PVRSUs and Options creates linkage to share value appreciation and alignment with shareholders.

  55. DRIVES LONG-TERM RETURNS

    DRIVES LONG-TERM RETURNS

  56. DRIVES LONG-TERM RETURNS

    | 2021 - 2023 Award Components | Metric | Rationale | 2021-2023 Performance | | | 75% PVRSUs (3-year vesting period) | Cumulative 2-year EPS | Strong alignment with shareholder value creation | EPS for 2021 - 2022 $9.93 (vs. $5.78 target) | 2021-2023 PVRSUs Payout: 200% (as percent of Target) TSR Modifier: No Adjustment | | | 15% relative 3-Year TSR modifier | Outperform peers’ stock price performance | 3-Year TSR % rank: 46% (no modifier) | | | 25% Options (pro rata vesting over 4 years) | Stock price performance | No value unless increase in stock price Strengthen pay for performance alignment via share price performance | | |

  57. DRIVES LONG-TERM RETURNS

    | 52 | |

  58. Shareholder Return Performance

    Shareholder Return Performance The graph below matches the cumulative 5-Year total return of holders of Choice Hotels International, Inc.'s common stock with the cumulative total returns of the NYSE Composite index, the S&P 500 Hotels, Resorts & Cruise Lines index, the S&P 400 Consumer Discretionary index and a customized peer group of companies.** The graph assumes that the value of the investment in our common stock, in each index, and in the peer group (including reinvestment of dividends) was $100 on December 31, 2018 and tracks it through December 31, 2023. The Committee recognizes that the Company's strategic focus on inorganic growth opportunities, and particularly Wyndham, has affected the 2023 Total Return below.

  59. COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

    COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* Among Choice Hotels International, Inc., the NYSE Composite Index, the S&P 500 Hotels, Resorts & Cruise Lines Index, the S&P 400 Consumer Discretionary Index and a customized peer group *$100 invested on December 31, 2018 in stock or index, including reinvestment of dividends. Fiscal year ending December 31. ** Our customized peer group of companies includes: Bloomin' Brands Inc, Brinker International Inc, Caesars Entertainment Inc, Chipotle Mexican Grill Inc, Dine Brands Global Inc, Domino’s Pizza Inc, Hilton Worldwide Holdings Inc, Host Hotels & Resorts Inc, Hyatt Hotels Corp, Las Vegas Sands Corp, Marriott International Inc, MGM Resorts International, Papa John’s International Inc, Vail Resorts Inc, Wendy’s Co, Wyndham Hotels & Resorts Inc and Wynn Resorts Ltd. Copyright© 2024 Standard & Poor's, a division of S&P Global. All rights reserved.

  60. CEO Compensation and Pay-for-Performance Alignment

    CEO Compensation and Pay-for-Performance Alignment Each year, the Committee evaluates our CEO’s compensation relative to Company performance. The following graphic shows the alignment of CEO compensation (base salary, short-term incentive, and the annualized allocation of the 2023 LTI grant which is a portion of 2023 long-term incentive), to TSR displayed as the value of $100 invested in Company stock at December 31, 2018 through December 31, 2023. The 2022 and 2023 long-term incentive amounts in the graphic includes $6 million of the $30 million one-time Strategic Leadership Alignment Grant awarded to our CEO in 2022, representing one-fifth of the aggregate grant date fair value of such award. Because this award is structured over a 5-year time period with significant back-end vesting, the Committee looks at the award in annual components, including when assessing the alignment of CEO pay for performance. The Committee believes CEO compensation is aligned with TSR. The Committee recognizes that the Company's strategic focus on inorganic growth opportunities, and particularly Wyndham, has affected the 2023 TSR below. *All compensation values are taken from the relevant columns of Summary Compensation Table for the respective year; for short-term incentive, amounts are the total from the columns "Bonus" and "Non-Equity Incentive Plan Compensation.". Long-term incentive pay for 2023 includes annualized portion of the Strategic Leadership Alignment Grant of $30 million (the amount the Committee allocated as reflecting compensation for 2023) as well as $2 million related to the all NEO grants.

  61. CHOICE 3-YEAR PAY AND PERFORMANCE ALIGNMENT

    CHOICE 3-YEAR PAY AND PERFORMANCE ALIGNMENT The following graph shows the relationship of our CEO’s realizable pay (including actual total cash compensation and the realizable value of equity awards granted during the three-year period) and our cumulative shareholder return for the three years relative to our peer group companies (see “Compensation Competitive Analysis” below). Because of the availability of comparable information, all data for peers is for the years 2020, 2021 and 2022. As illustrated, Choice Hotels CEO pay (including the amortized value of the Strategic Leadership Alignment Grant) and TSR performance approximate the peer median. Notes: The Cumulative TSR numbers assume that the value of the investment in the Company’s Common Stock was $100 on December 31, 2020; investment is tracked through December 31, 2023. Performance-based awards shown at target for outstanding cycles, and at earned number of shares for closed cycles. Includes all awards granted during the covered period. Based on availability of information, the above chart uses the time period of 2021-2023 for Choice CEO compensation and 2020-2022 for peer group compensation. The table below presents our TSR performance and the Company's TSR percentile rank among the 2023 peer group.

  62. CHOICE 3-YEAR PAY AND PERFORMANCE ALIGNMENT

    | Performance Period | Choice Cumulative TSR Performance | Choice’s TSR Percentile Rank Among 2022 Peer Group(1)(2) | | One-Year (2023) | 1.6 | 22% | | Three-Year (2021-2023) | 8.6 | 44% |

  63. CHOICE 3-YEAR PAY AND PERFORMANCE ALIGNMENT

    (1)Percentile rank calculation is inclusive of CHH. (2)Peer group is the overall Choice Hotels peer group as discussed in "Compensation Peer Group" below. The Committee recognizes that the Company's strategic focus on inorganic growth opportunities, and particularly Wyndham, has affected TSR.

  64. Compensation Philosophy

    | Emphasize pay for performance, pay competitively to attract and retain the best talent and drive long-term shareholder value creation. | | •Emphasize Pay for Performance by aligning incentives with the achievement of financial and strategic objectives that tie to the Company's long range plan including brand growth, guest and franchisee value proposition, platform expansion, and talent. We reward executives who achieve or exceed Company financial and strategic objectives that create focus, drive execution and deliver value to shareholders. | | •Pay Competitively by ensuring compensation for each executive is aligned with the appropriate internal and external competitive market. Compensation opportunity is designed to be competitive with other corporations of similar complexity and scale in terms of system-wide revenue and market capitalization. Due to the complexity of managing the extensive system-wide gross room revenue, as well as the rapidly changing distribution and e-business environment, paying competitively to similarly complex organizations is critical to recruit and retain strong talent. Utilizing relative TSR ("rTSR") PVRSUs allows us to adjust the reward for performance against our peer set. | | •Drive Long-Term Shareholder Value by linking executive pay to the Company’s share value. This linkage fosters the long-term decision making required for investment and growth in the hospitality industry. The Company believes that shareholder value will increase through continued growth in the core business, as well as investments in growth opportunities beyond the core and the optimization of balance sheet debt levels. The Company will drive long-term shareholder value by concentrating on the strategic focus areas of brand growth, guest and franchisee value proposition, platform expansion, and talent. The execution of this strategy will be achieved through Choice’s strong cultural values which drive results through leadership, performance excellence and enterprise-wide accountability. |

  65. Compensation Objectives

    | Objective | Description | | Pay for Performance | Link pay through short- and long-term incentives to corporate and individual performance to encourage and reward excellence and outcomes that deliver strong Company performance and enhance shareholder value | | Encourage Growth | Encourage the exploration of growth opportunities, including opportunities in business areas that leverage core competencies and / or enhance our franchising business model | | Competitive Pay | Assure that compensation is aligned with performance relative to companies of similar complexity (e.g., multi-brand franchisors and hospitality industry) and scale (e.g. system-wide gross room revenue and market capitalization) providing effective incentive that strengthens retention, and rewards performance | | Shareholder Alignment | Align the interests of executives with those of our shareholders through grants of equity-based compensation that, coupled with our stock ownership requirements, create significant ongoing equity ownership and drive long-term focus on share value appreciation | | Long-Term Focus | Foster long-term focus and continued investment in the growth required for top percentile performance in the hospitality industry through performance-based equity incentives that vest over time in three to five years | | Internal Pay Equity | Consider internal pay equity to strategically position individual executive pay with the desired positioning relative to each other, as well as all employees | | Recruitment and Retention | Enable the recruitment and retention of highly qualified executives able to excel within a complex organization that manages extensive system-wide gross room revenues in a rapidly changing, disruptive distribution environment |

  66. Short-Term Incentive Compensation

    Short-Term Incentive Compensation The Company’s Management Incentive Plan (the “MIP”) is a short-term cash incentive program through which financial and strategic objectives are set. The targets for the MIP were set at the beginning of 2023 and for Mr. Pacious and Mr. Dragisich were based 80% on achieving operating income goals and 20% on achieving strategic objectives. For Ms. Wu, her target for the MIP was based 70% on achieving operating income goals and 30% on achieving strategic objectives. For Messrs. Pepper, Oaksmith, Bonds and McDowell, their targets for the MIP were based 60% on achieving operating income goals and 40% on achieving strategic objectives.

  67. SHORT-TERM INCENTIVE TARGET OPPORTUNITIES

    SHORT-TERM INCENTIVE TARGET OPPORTUNITIES Under the MIP, each NEO has a target incentive opportunity equal to a percentage of his or her base salary. The target percentage in 2023 increased compared to 2022 for Mr. Oaksmith and Mr. Dragisich in conjunction with their respective promotions to Chief Financial Officer and EVP, Operations & Chief Global Brand Officer. Mr. Oaksmith's target incentive opportunity increased from 60% to 75% and Mr. Dragisich from 100% to 115%. These changes placed them at the desired positioning relative to their scope of responsibility and the external market for their new roles. The threshold, target and maximum incentive levels for each of the NEOs for 2023 were:

  68. SHORT-TERM INCENTIVE AS A PERCENTAGE OF SALARY

    SHORT-TERM INCENTIVE AS A PERCENTAGE OF SALARY

  69. SHORT-TERM INCENTIVE AS A PERCENTAGE OF SALARY

    | NEO | Threshold | Target | Maximum | | Pacious | 100.0% | 200.0% | 400.0% | | Oaksmith | 37.5% | 75.0% | 150.0% | | Dragisich | 57.5% | 115.0% | 230.0% | | Pepper | 37.5% | 75.0% | 150.0% | | Bonds | 32.5% | 65.0% | 130.0% | | Wu | 30.0% | 60.0% | 120.0% | | McDowell | 32.5% | 65.0% | 130.0% |

  70. SHORT-TERM INCENTIVE AS A PERCENTAGE OF SALARY

    | 2024 Proxy Statement | 59 |

  71. SHORT-TERM INCENTIVE PERFORMANCE GOALS

    SHORT-TERM INCENTIVE PERFORMANCE GOALS

  72. SHORT-TERM INCENTIVE PERFORMANCE GOALS

    | Performance Metric | Why Metric is Used | How Goals are Set | | Operating Income | Heightens the focus on driving profitable operational revenue growth. | The Board approves the operating income goals in February of the performance year. | | Strategic Initiatives | Focuses the Company on long-term growth strategy through strategic pillars of brand growth, guest and franchisee value proposition, platform expansion, and talent. | The Board approves the Company's strategic initiative goals in February of the performance year. |

  73. Operating Income

    Operating Income The Committee established operating income of $445.6 million as a performance metric target for the 2023 MIP. The target is calculated to be several percentage points above the compounded annual growth rate of the Company. The recommended target excluded the impact of the Company’s marketing and reservation system activities as these activities are contractually required to break even over the long-term. The 2023 MIP was structured to fund 60% to 80% of the bonus pool at the target bonus level for each NEO upon achievement of the operating income target for the year and to pay and fund a percentage of the target incentive for operating income performance above or below the target. For purposes of our incentive compensation, operating income is calculated in accordance with GAAP, then adjusted by the Committee based on approved exceptions, as noted below. The Committee expected achievement of the operating income target to be at least as difficult as the Committee expected the achievement of the 2021 and 2022 operating income targets to be when established, and recognized the goals are in line with growth and investment strategy to drive significant long term results.

  74. SHORT-TERM INCENTIVE PERFORMANCE RESULTS

    SHORT-TERM INCENTIVE PERFORMANCE RESULTS

  75. SHORT-TERM INCENTIVE PERFORMANCE RESULTS

    | | 2023 Performance Level | | | | | Weighted Payout % | | Performance Metric | Threshold | Target | Maximum | Metric Weighting | Payout % | | | Operating Income, as adjusted | | | | | 120% | 72-96% | | Strategic Initiatives(1) | | | | | 132%(2) | 30-53% | | | | | | Payout Percentage | | 123% |

  76. SHORT-TERM INCENTIVE PERFORMANCE RESULTS

    (1)Strategic Initiatives portion of bonus pool funds at threshold of 75% operating income achievement. (2)120% overall funding, 132% for NEO achievement.

  77. SHORT-TERM INCENTIVE PERFORMANCE RESULTS

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  78. 2023 SHORT-TERM INCENTIVE PAYOUTS

    2023 SHORT-TERM INCENTIVE PAYOUTS As the adjusted 2023 operating income of $454.7 million exceeded the target of $445.6 million, the MIP incentive portion related to operating income for Messrs. Pacious, Oaksmith, Dragisich, Pepper, Bonds and McDowell, and Ms. Wu, was funded at 120%. Because the Company over-performed in relation to strategic initiatives, the MIP bonus portion related to strategic initiatives was funded at 132%.

  79. 2023 SHORT-TERM INCENTIVE PAYOUTS

    | | Target Incentive (%) | Target Incentive ($) | Actual Incentive ($)(1) | Actual Incentive as a Percent of Target (%)(2) | | Patrick Pacious | 200% | $2,300,000 | $2,944,000 | 128% | | Scott Oaksmith | 75% | $323,107 | $405,485 | 126% | | Dominic Dragisich | 115% | $744,623 | $941,492 | 126% | | David Pepper | 75% | $441,415 | $547,355 | 124% | | John Bonds | 65% | $329,523 | $369,066 | 112% | | Simone Wu | 60% | $336,000 | $423,360 | 126% | | Robert McDowell | 65% | $318,500 | $367,167 | 116% |

  80. 2023 SHORT-TERM INCENTIVE PAYOUTS

    (1)Per his eligibility under the severance agreement, Mr. Bonds received 100% of target related to his individual strategic component and actual attainment of Company results (120%). (2)For Mr. Oaksmith and Mr. Dragisich, the target incentive is as of December 31, 2023 and does not reflect the incremental adjustments related to promotions during the year.

  81. 2023 SHORT-TERM INCENTIVE PAYOUTS

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  82. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Long-term incentive compensation is the largest component of total compensation for our NEOs. Linking the greatest portion of total compensation to long-term objectives aligns executives’ interests with the interests of shareholders. The Committee believes this emphasis on the long-term, focuses executives on long-term investment decisions and proactive management of potential risks facing the business. To strengthen the tie between executive compensation and the Company’s performance, each executive’s targeted and actual pay mix may vary by position, with the positions that have a greater impact on performance / operations generally having more pay at risk in the form of long-term incentives.

  83. ALL NEO LONG-TERM INCENTIVE MIX

    ALL NEO LONG-TERM INCENTIVE MIX In 2023, the Committee approved NEO awards of PVRSUs and stock options to the NEOs as follows:

  84. ALL NEO LONG-TERM INCENTIVE MIX

    | 75% | 25% | | PVRSUs (cumulative 3-year EPS with 15% rTSR modifier, three-year vesting period) | Stock Options (vest in equal installments over four-year period) | | 100% Performance-Based | |

  85. ALL NEO LONG-TERM INCENTIVE MIX

    In 2021, we moved to a 100% performance-based long-term incentive design through the grant of equally weighted PVRSUs and stock options, eliminating the service-based restricted stock component included in previous years. We continued this incentive design for the all NEO grants in 2022. In 2023, we moved to 75% PVRSUs and 25% stock options to further focus on EPS and TSR performance.

  86. PVRSUs

    PVRSUs The Company grants PVRSUs with performance conditions based on a financial performance metric, i.e., EPS, as well as a market condition criteria based on the Company’s TSR relative to a predetermined peer group. The vesting of PVRSU awards is contingent upon the Company achieving the EPS performance target and TSR performance relative to a peer group for the performance period, and the employees’ continued employment for a service period. These performance conditions affect the number of shares that will ultimately vest. The 2023 All NEO PVRSUs granted utilize a combination of cumulative EPS performance (three years), rTSR (three years) and time-based (three years) vesting. Depending upon TSR performance against certain peers over the 3-year period, the PVRSU grant may be increased in value by 15% (if relative TSR is at or above the 75% percentile) or decreased in value by 15% (if relative TSR at or below the 25th percentile).

  87. LONG-TERM INCENTIVE TARGET OPPORTUNITIES

    LONG-TERM INCENTIVE TARGET OPPORTUNITIES The value of the long-term incentive opportunity granted to each NEO in 2023 was determined based on a fixed amount. Each NEO’s opportunity was determined based on the criticality of the role in achieving the short and long-term, financial and strategic goals of the Company and relative to the competitive market. The following table sets forth the equity award grant value for the annual February 2023 grants and base salary for each NEO as of December 31, 2023:

  88. LONG-TERM INCENTIVE TARGET OPPORTUNITIES

    | NEO | 12/31/23 Base Salary | Target Grant Value | 2023 Annual Equity Award Grant Date Fair Value(2) | | Pacious | $1,150,000 | $2,000,000 | $2,000,146 | | Oaksmith | $525,000 | $787,500 | $522,063 | | Dragisich | $750,000 | $2,000,000 | $2,260,097 | | Pepper | $592,000 | $1,100,000 | $1,100,050 | | Bonds(1) | $510,000 | $867,000 | $867,125 | | Wu | $560,000 | $700,000 | $700,062 | | McDowell | $490,000 | $784,000 | $784,133 |

  89. LONG-TERM INCENTIVE TARGET OPPORTUNITIES

    (1)Mr. Bonds base salary is shown as of the date of his termination, November 10, 2023 (2)Represents annual management grants awarded March 2, 2023. The fair value of TSR PVRSUs are estimated using a Monte Carlo simulation method as of the date of award grant. Compensation expense is recognized ratably over the requisite service period, regardless of whether the market conditions are achieved and the awards ultimately vest.

  90. 2020-2022 EPS-Based PVRSUs

    2020-2022 EPS-Based PVRSUs While the 2020-2022 PVRSUs previously had not been expected to achieve threshold performance for payout due to the impact of COVID-19 beginning in early 2020, as a result of the Company's significant achievement in delivering strong financial results, including three straight years of RevPAR growth exceeding the industry, these PVRSUs were achieved just above threshold at 54%. There was no modifier on these EPS-based grants. The cumulative EPS target was $13.48 for the performance period 2020-2022 and the threshold was $12.13. The actual three-year cumulative EPS applicable to the 2020-2022 EPS-Based PVRSUs was $12.28, reflecting 91% of target and a payout of 54% of target. These awards vested on March 2, 2023.

  91. 2021-2023 EPS-Based PVRSUs with TSR Modifier

    2021-2023 EPS-Based PVRSUs with TSR Modifier The NEO 2021 PVRSU grant was based on the two-year performance period 2021 through 2022, with eligibility for a three-year TSR modifier. The cumulative EPS target was $5.78 for the performance period 2021-2022 and the threshold was $4.62. The actual two-year cumulative EPS applicable to the 2021-2023 EPS-Based PVRSUs with TSR Modifier was $9.93, reflecting 172% of target and a payout of 200% of target. The company’s relative TSR over the measurement period (2021-2023) totaled 10.8%, representing a rank of 46% compared to the peer set. As a result, there is no modifier applied to the grant vesting. These awards vested on March 2, 2024.

  92. 2021-2023 EPS-Based PVRSUs with TSR Modifier

    | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 | 2027 | 2028 | Status | | 2020-2022 PVRSUs NEOs Cumulative EPS | | | Vested March 2, 2023 | | | | | | •Just above threshold; 54% payout | | 2020-2022 PVRSUs * NEOs Relative TSR - Tranches lock at end of 2020, 2021, 2022(4) | | | Vested March 2, 2023 | | | | | | •First two performance periods certified at 200%, third at 183.3%; total payout 194.4% | | 2020-2024 PVRSUs Mr. Pacious Relative TSR - Tranches lock and vest at end of 2022, 2023, 2024(1)(4) | | | Tranche 1 certifies and vests on March 2, 2023 (if earned) | Tranche 2 certifies and vests on March 2, 2024 (if earned) | Tranche 3 certifies and vests on March 2, 2025 (if earned) | | | | •Tranche 1 certified at 266.7% Tranche 2 certified at 76% | | | 2021-2023 NEOs 2021-2022 EPS, with three year +/- 15% relative TSR modifier(5) | | | Vested on March 2, 2024 | | | | | •Certified at 200%; 0% TSR modifier | | | 2021-2025 Mr. Pacious Mr. Dragisich Relative TSR Tranches locks and vests at end of 2023, 2024, 2025(4) | | | Tranche 1 certifies and vests on March 2, 2024 (if earned) | Tranche 2 certifies and vests on March 2, 2025 (if earned) | Tranche 3 certifies and vests on March 2, 2026 (if earned) | | | •Tranche 1 and 2 certified at 0% | | | | 2022 to 2026 Mr. Pacious Mr. Dragisich Relative TSR(4) 5-year vesting (certifies and vests at 3-year, 4-year, 5-year) first tranche certifies 10%, second 20%, third 70% | | | Tranche 1 certifies and vests 10% on March 2, 2025 (if earned) | Tranche 2 certifies and vests 20% on March 2, 2026 (if earned) | Tranche 3 certifies and vests 70% on March 2, 2027 (if earned) | | Period not yet complete | | | | 2022 - 2024 All NEOs Cumulative EPS w 15% modifier(5) | | | Vests on March 2. 2025 (if earned) | | | | Period not yet complete | | | | 2022 - 2025 Pepper Deal Value with Hotel Opening Modifier(6) | | | | Vests on March 2, 2026 (if earned) | | | Period not yet complete | | | | | 2023 - 2025 NEOs Cumulative EPS w 15% TSR modifier(5) | | | Vests on March 2, 2026 (if earned) | | | Period not yet complete |

  93. 2021-2023 EPS-Based PVRSUs with TSR Modifier

    PVRSU Graphic Notes: (1)Performance achievement levels relative to threshold, target and maximum are established at the beginning of the performance period, as well as the corresponding percentage of the target grant that will be earned at each achievement level. As a result, the number of PVRSUs that vest during any performance period may range from 0% to 300% of the initial grant. (2)PVRSU targets tied to strategic and financial goals are set after considering the Company’s business plan and anticipated market performance. Due to competitive reasons, goals will be disclosed after the fact. When granted, we expected the achievement of the targets related to the 2020-2022, 2020-2024, 2021-2023, 2021-2025, 2022-2027, 2022-2024, 2022-2025 and 2023-2025 PVRSU grants to be at least as difficult as we expected the achievement of the 2021 to 2022 performance period EPS target to be when granted. (3)Certain PVRSUs based on relative TSR require performance at the 65th percentile to pay out at target. (4)rTSR peer group consists of select companies from the “Hotels, Resorts and Cruise Lines” and “Hotel and Resort REITs” GICS sub-industries. (5)rTSR peer group consists of S&P 400 Consumer Discretionary plus select companies from the “Hotels, Resorts and Cruise Lines” and “Hotel and Resort REITs” GICS sub-industries. (6)PVRSU targets deal value calculation with a modifier for hotel openings.

  94. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Committee has authority to retain outside compensation consultants and advisors to assist the Committee. The Committee is directly responsible for the appointment, compensation and oversight of any compensation consultant. The compensation consultant reports directly to the Committee and pursuant to the Committee’s instructions, works with management to compile information and gain an understanding of the Company and any issues for consideration by the Committee. The Committee currently retains Meridian Compensation Partners to review market trends and advise the Committee regarding executive compensation matters. For a full description of the compensation consultant’s role in advising the Committee, see “Corporate Governance - Committees of the Board” above.

  95. Role of the Independent Compensation Consultant

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  96. USE OF COMPETITIVE MARKET DATA

    USE OF COMPETITIVE MARKET DATA The Committee reviews competitive market data of companies with which we compete in business and/or for talent. Specifically, the Committee reviews data from companies with the following characteristics: 1.Revenue comparability (considering franchise system-wide gross room revenue) 2.Business complexity 3.Franchising focus (multi-brand) 4.Technology focus Technology capability and focus are particularly relevant to Choice as we seek to drive business through our distribution channels, strengthening our propriety contribution and the value of our brands. Market data gives the Committee insight into the range of compensation in the competitive market and a general understanding of marketplace compensation practices and policies. However, the Committee does not use comparative market data to “benchmark” the amount of total compensation or any specific element of compensation for our executives. Choice’s peer group is developed to support Choice Hotels’ unique business model and objectives, recognizing that its GAAP revenue is not indicative of the breadth of executive responsibilities due to its franchise business model.

  97. USE OF COMPETITIVE MARKET DATA

    | 2024 Proxy Statement | 67 |

  98. COMPENSATION PEER GROUP

    COMPENSATION PEER GROUP Choice reevaluates its compensation peer group annually with the assistance of its compensation consultant. The Committee believes that the peer group, consisting of a diverse set of companies, suitably matches the Company’s increasingly complex business model and business mix and exemplifies the incentives that the Company plans to use in driving future performance outcomes. Information from the peer group is used as a general reference in evaluating the Company’s compensation practices.

  99. COMPENSATION PEER GROUP

    | Hotels | REITs | Non-Hotel Multi-Brand Franchisors | | Misc. Hospitality | | •Hilton Worldwide Holdings •Hyatt Hotels Corp. •Marriott International •MGM Resorts International •Wyndham Hotels & Resorts •Wynn Resorts | •Host Hotels | •Chipotle Mexican Grill •Domino’s Pizza •Dine Brands •Fiesta Restaurant Group •Wendy’s | •Bloomin’ Brands •Brinker International •Papa John’s | •Caesar's Entertainment •Las Vegas Sands Corp •Vail Resorts |

  100. COMPENSATION PEER GROUP

    One of the elements Choice evaluates in determining its peer group is the system-wide revenue of its peer companies. Choice views system-wide revenue as one of the most relevant reflections of a company's true size and complexity.

  101. PVRSU-Related Peer Groups

    PVRSU-Related Peer Groups Choice has separate peer groups related to rTSR PVRSU and its PVRSU modifier. For the rTSR PVRSUs other than the 15% PVRSU modifier, the peer group consists of select companies from the “Hotels, Resorts and Cruise Lines” and “Hotel and Resort REITs” GICS sub-industries. For the 15% rTSR modifier on the 2021, 2022 and 2023 PVRSU grants, the peer group consists of S&P 400 Mid-Cap Consumer Discretionary index plus select companies from the “Hotels, Resorts and Cruise Lines” and “Hotel and Resort REITs” GICS sub-industries.

  102. PVRSU-Related Peer Groups

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  103. Non-Qualified Deferred Compensation Plan

    Non-Qualified Deferred Compensation Plan NEOs are eligible to defer their base salary, annual cash incentive and long-term incentive plan distribution. Deferrals are held in a Rabbi Trust and, while 100% vested, are subject to the claims of general creditors. The non-qualified plan provides the NEOs with a long-term capital accumulation opportunity through a range of investment opportunities intended to mirror those of the 401(k) plan. The plan is designed to comply with section 409A of the Internal Revenue Code (the “Code”). The non-qualified plan is provided due to the regulatory limits on the amount of compensation that can be contributed to a qualified retirement plan in any given year. The earnings on Mr. Pacious' and Mr. Pepper's accounts are reported in the Summary Compensation Table as they represent earnings on amounts that have been grandfathered under a prior deferred compensation plan. These amounts are categorized as guaranteed preferential earnings to the applicable NEOs. These two executives are the only individuals remaining in the relevant deferred compensation plan. For more information on these plans, see the All Other Compensation column of the Summary Compensation Table below, and the Non-Qualified Deferred Compensation table below.

  104. Severance and Change in Control Arrangements

    Severance and Change in Control Arrangements All provisions granting severance payments upon termination following a change in control were adopted to ensure that the executives will not be tempted to act in their own interests rather than the interests of the Company’s shareholders in the event the Company is considering a change in control transaction. Executives may lose their ability to influence the Company’s performance after a change in control and may not be in a position to earn incentive awards or vest in equity awards, and thus might be biased against such a transaction. The Committee believes the severance provisions ensure executives who are unexpectedly terminated for reasons outside of their control are appropriately compensated for a limited period following termination. Each of the NEOs is entitled to receive various payments and continued benefits upon certain triggering termination events. For each of the NEOs they are set forth in a non-competition, non-solicitation and severance benefit agreement. The terms of the severance provisions and benefits in each of these agreements and the Choice Severance Benefit Plan were based on what the Committee believed was competitive with market at the time of adoption. Further, the Committee believes that the severance, non-competition and non-solicitation provisions are typical within the hospitality and franchise industry and are reasonable and enforceable. Mr. Pacious’ agreement provides for, in the event of termination without cause or constructive termination, a lump-sum payment of 200% of his base salary and bonus opportunity and up to two years of termination benefits. Mr. Pacious’ agreement further provides for, upon termination following a change in control (based on a “double trigger”), a lump-sum payment of 250% of his base salary plus 250% of his annual bonus. Each of Messrs. Oaksmith's, Dragisich’s, Pepper's, Bonds' and McDowell's and Ms. Wu’s agreements provide for 70 weeks of severance and termination benefits in the event of termination without cause or constructive termination, or for severance payments upon termination of the executive following a change in control (based on a “double trigger”) equal to a lump sum payment of 200% of the executive’s base salary plus 200% of the executive’s annual bonus.

  105. Severance and Change in Control Arrangements

    | 2024 Proxy Statement | 71 |

  106. Severance and Change in Control Arrangements

    These agreements do not provide for gross-up payments for excise tax. For a more detailed discussion of the arrangements applicable to each NEO, including an estimated quantification of the benefits payable to each officer assuming a termination event as of December 31, 2023, see “Potential Payments Upon Termination or Change of Control” below.

  107. Summary Compensation Table

    Summary Compensation Table The following table summarizes total compensation paid or earned by each of the NEOs for the years ended December 31, 2023, 2022 and 2021.

  108. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) ($) | Bonus ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | Change in Pension Value and Preferred Non-Qualified Deferred Compensation Earnings(5) ($) | All Other Compensation(6) ($) | Total ($) | | Patrick Pacious | 2023 | 1,150,000 | — | 1,500,107 | 500,039 | 2,944,000 | 6,800 | 277,256 | 6,378,202 | | President and Chief Executive Officer | 2022 | 1,133,846 | — | 31,000,231 | 1,000,027 | 4,600,000 | 7,772 | 251,873 | 37,993,749 | | | 2021 | 1,067,076 | — | 4,100,102 | 2,600,024 | 3,217,808 | 9,142 | 158,888 | 11,153,040 | | Scott Oaksmith | 2023 | 470,000 | — | 391,542 | 130,521 | 405,485 | — | 82,396 | 1,479,944 | | Chief Financial Officer (as of 8/31) | | — | — | — | — | — | — | — | — | | | | — | — | — | — | — | — | — | — | | Dominic Dragisich | 2023 | 703,846 | — | 1,695,074 | 565,023 | 941,492 | — | 146,071 | 4,051,506 | | Chief Financial Officer (1/1 - 8/30); EVP, Operations & Chief Global Brand Officer (as of 8/31) | 2022 | 633,846 | — | 8,500,106 | 1,000,027 | 1,271,233 | — | 107,217 | 11,512,429 | | | 2021 | 573,804 | — | 1,704,872 | 954,800 | 997,075 | — | 76,781 | 4,307,332 | | David A. Pepper | 2023 | 588,077 | — | 825,022 | 275,028 | 547,355 | 121,740 | 72,494 | 2,429,716 | | Chief Development Officer | 2022 | 565,769 | — | 1,550,114 | 550,010 | 524,181 | 138,101 | 67,010 | 3,395,185 | | | 2021 | 529,508 | — | 500,020 | 500,024 | 742,500 | 163,671 | 56,830 | 2,492,553 | | John Bonds | 2023 | 451,616 | — | 650,343 | 216,782 | 369,066 | — | 103,427 | 1,791,234 | | Senior Vice President, Enterprise Operations and Technology | 2022 | 489,539 | — | 422,585 | 422,509 | 503,601 | — | 42,211 | 1,880,445 | | | 2021 | 475,262 | — | 408,364 | 408,352 | 553,029 | — | 43,062 | 1,888,069 | | Simone Wu | 2023 | 560,000 | — | 525,025 | 175,037 | 423,360 | — | 61,236 | 1,744,658 | | Senior Vice President, Gen Counsel, Corporate Secretary & External Affairs | 2022 | 556,539 | — | 325,043 | 325,024 | 651,594 | — | 66,205 | 1,924,405 | | | 2021 | 531,611 | — | 400,079 | 400,008 | 476,410 | — | 69,504 | 1,877,612 | | Robert McDowell | 2023 | 486,539 | — | 588,117 | 196,016 | 367,167 | — | 80,288 | 1,718,127 | | Chief Commercial Officer | | — | — | — | — | — | — | — | — | | | | — | — | — | — | — | — | — | — |

  109. Summary Compensation Table

    (1)Values reflect base salary actually received by each NEO in the years presented, which depending on the position of pay periods within a calendar year, may not equal a NEO’s stated annual salary.

  110. Summary Compensation Table

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  111. Summary Compensation Table

    (2)For each of the NEOs, amounts shown in the Stock Awards column for 2023, 2022 and 2021 include the grant date fair values for Restricted Stock ("RS") and PVRSUs. The values included for PVRSUs are based on the probable outcome of the performance goals on the grant date (100% of the performance target), computed in accordance with FASB ASC Topic 718. Assumptions used to calculate fair value for Stock and Option Awards for 2023 are discussed in Note 16 to the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. The actual value realized by each individual with respect to PVRSU awards will depend on the Company’s actual performance relative to the performance goals, with vesting of actual shares ranging from 0% to 300% for PVRSUs based on actual performance against the performance target established at the time of grant. The grant date fair value based on the probable outcome for the March 2, 2023 PVRSU awards was $1,500,107 for Mr. Pacious, $391,542 for Mr. Oaksmith, $1,695,074 for Mr. Dragisich, $825,022 for Mr. Pepper, $650,343 for Mr. Bonds, $525,025 for Ms. Wu and $588,117 for Mr. McDowell. The grant date fair value based on the maximum outcome for the March 2, 2023 PVRSU awards was $3,000,214 for Mr. Pacious, 783,084 for Mr. Oaksmith, $3,390,148 for Mr. Dragisich, $1,650,044 for Mr. Pepper, $1,300,686 for Mr. Bonds, $1,050,050 for Ms. Wu and 1,176,234 for Mr. McDowell. The grant date fair value based on the probable outcome for the February 25, 2022 PVRSU awards was $6,000,092 for Mr. Pacious, $2,250,071 for Mr. Dragisich, $1,550,114 for Mr. Pepper, $325,043 for Ms. Wu and $422,585 for Mr. Bonds. The grant date fair value based on the maximum outcome for the February 25, 2022 PVRSU awards was $17,000,212 for Mr. Pacious, $4,500,142 for Mr. Dragisich, $3,100,228 for Mr. Pepper, $650,086 for Ms. Wu and $845,170 for Mr. Bonds. The grant date fair value based on the probable outcome for the February 28, 2021 PVRSU awards was $2,600,042 for Mr. Pacious, $954,841 for Mr. Dragisich, $500,020 for Mr. Pepper, $400,079 for Ms. Wu and $408,364 for Mr. Bonds. The grant date fair value based on the maximum outcome for the February 28, 2021 PVRSU awards was $9,700,264 for Mr. Pacious, $3,409,742 for Mr. Dragisich, $1,000,040 for Mr. Pepper, $800,158 for Ms. Wu and $816,728 for Mr. Bonds. (3)The amounts shown under the Option Awards column for 2023, 2022 and 2021, are valued based on the grant date fair value using the Black-Scholes Option Pricing model. (4)Values reflect the cash awards earned by each of the NEO under the 2023 Management Incentive Plan. For a discussion of the performance targets under the 2023 Management Incentive Plan, see the description under the heading "Short-Term Incentive Compensation" above. For a discussion of the potential amounts payable to each NEO under the 2023 Management Incentive Plan, see the Grants of Plan-Based Awards Table below. (5)Values reflect the preferential earnings on non-qualified deferred compensation under the Executive Deferred Compensation Plan (“EDCP”). The values reported are based on the excess of the return on amounts credited to accounts in the EDCP at the annually designated rate of return over 120% of the applicable federal long-term rate. (6)See the All Other Compensation table below for additional information on the amounts included for each NEO in the 2023 All Other Compensation column.

  112. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The Committee determines the aggregate equity value to be awarded to each NEO annually as discussed above in Compensation Discussion and Analysis, under the heading Long-Term Incentive Compensation. In 2023, the aggregate annual equity value for each of the NEOs was divided into awards of approximately 25% stock options and 75% PVRSUs. For options granted to these NEOs, the value of the aggregate equity grant to be delivered as options is divided by the Black-Scholes value on the date of grant to determine the number of shares to be granted. For example, as discussed above in Compensation Discussion and Analysis, Ms. Wu's long-term equity grant value on March 2, 2023 was 125.0% of her base salary, or $700,062. Approximately one-quarter of this value, or $175,037 was granted as stock options. The Black-Scholes value was $42.64. Thus, the number of shares subject to Ms. Wu's option grant on March 2, 2023 was determined as follows: $175,037/$42.64 = 4,105 shares. The value of the aggregate equity grant to be delivered as PVRSUs ($525,025) was divided by the closing price of Choice’s Common Stock on the date of grant, or $123.71. Thus, Ms. Wu's stock grant was determined as follows: $525,025/$123.71 = 4,244 shares, consisting of 4,244 PVRSUs.

  113. Grants of Plan-Based Awards Table

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise Price of Option Awards ($)(5) | Grant Date Fair Value of Stock and Option Awards ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Pacious | | 1,150,000 | 2,300,000 | 4,600,000 | | | | | | | | | | 3/2/2023 | | | | 6,063 | 12,126 | 27,890 | | | | 1,500,107 | | | 3/2/2023 | | | | | | | | 11,727 | 123.71 | 500,039 | | Oaksmith | | 196,875 | 393,750 | 787,500 | | | | | | | | | | 3/2/2023 | | | | 1,583 | 3,165 | 7,280 | | | | 391,542 | | | 3/2/2023 | | | | | | | | 3,061 | 123.71 | 130,521 | | Dragisich | | 431,250 | 862,500 | 1,725,000 | | | | | | | | | | 3/2/2023 | | | | 6,851 | 13,702 | 31,515 | | | | 1,695,074 | | | 3/2/2023 | | | | | | | | 13,251 | 123.71 | 565,023 | | Pepper | | 222,000 | 444,000 | 888,000 | | | | | | | | | | 3/2/2023 | | | | 3,335 | 6,669 | 15,339 | | | | 825,022 | | | 3/2/2023 | | | | | | | | 6,450 | 123.71 | 275,028 | | Bonds | | — | — | — | | | | | | | | | | 3/2/2023 | | | | — | — | — | | | | 650,343 | | | 3/2/2023 | | | | | | | | 5,084 | 123.71 | 216,782 | | Wu | | 168,000 | 336,000 | 672,000 | | | | | | | | | | 3/2/2023 | | | | 2,122 | 4,244 | 9,761 | | | | 525,025 | | | 3/2/2023 | | | | | | | | 4,105 | 123.71 | 175,037 | | McDowell | | 159,250 | 318,500 | 637,000 | | | | | | | | | | 3/2/2023 | | | | 2,377 | 4,754 | 10,934 | | | | 588,117 | | | 3/2/2023 | | | | | | | | 4,597 | 123.71 | 196,016 |

  114. Grants of Plan-Based Awards Table

    (1)For the NEOs other than Mr. Bonds, who terminated November 2023, threshold amount reflects the threshold payment level under the Company’s 2023 Management Incentive Plan, which is 50% of the target amount. Maximum amount reflects 200% of the target amount. For a discussion of the performance targets under the 2023 Management Incentive Plan, see Short-Term Incentive Compensation above. For the actual payments made to each NEO pursuant to the 2023 Management Incentive Plan, see the 2023 Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above. (2)For the NEOs other than Mr. Bonds, who terminated November 2023, the amounts represent the range of PVRSU awards upon vesting. The March 2, 2023 award will cliff vest in three years upon meeting the minimum threshold requirements of the 2023-2025 EPS performance period as modified by the rTSR versus peer group percentile for the measurement period from 2023-2025. The awards have a maximum payout opportunity of 230% of target. During the performance periods for these awards, dividends accrue on the PVRSUs at the same rate as dividends are paid out on our outstanding Common Stock; provided, however, that dividends are paid at the time of vesting based on the number of shares that actually vest. (3)Represents grants of RS to each NEO. None were awarded in 2023. (4)Represents grants of stock options to each NEO. These awards vest in equal installments on the anniversary of the grant date over a four-year period, based on the continued employment of the officer. (5)The exercise price of an option is equal to the closing price of Choice Common Stock on the date of grant. Fair market value was established by the Committee as the closing price reported on the NYSE on the date of the grant

  115. Grants of Plan-Based Awards Table

    | 2024 Proxy Statement | 77 |

  116. Narrative to the Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative to the Summary Compensation Table and Grants of Plan-Based Awards Table

  117. Outstanding Equity Awards at Year-End

    Outstanding Equity Awards at Year-End The following table provides information on the holdings of stock options and stock awards by NEOs as of December 31, 2023. This table includes unexercised and unvested stock option awards, unvested RS and unvested PVRSUs with performance conditions that have not yet been satisfied. The market value of the RS, and PVRSU awards is based on the NYSE closing market price of Choice’s stock as of December 29, 2023, which was $113.30. December 29, 2023 was the last trading day of 2023. The PVRSUs will be earned, if at all, based on (i) our cumulative EPS performance as compared to the target EPS goal for the respective measurement periods, (ii) the Company's rTSR achievement against certain peers, or (iii) based on achievement of certain strategic growth objectives.

  118. Outstanding Equity Awards at Year-End

    | | Option Awards(1) | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Pacious | 2/24/2017 | 39,203 | — | 60.50 | 02/24/24 | — | — | — | — | | | 9/14/2017 | 10,025 | — | 62.00 | 09/14/24 | — | — | — | — | | | 2/23/2018 | 46,194 | — | 81.55 | 02/23/25 | — | — | — | — | | | 2/22/2019 | 66,288 | — | 81.15 | 02/22/26 | — | — | — | — | | | 2/28/2020 | 51,087 | 17,029 | 91.28 | 02/28/30 | 3,219 | 364,713 | 21,912 | 2,482,630 | | | 2/26/2021 | 46,428 | 46,430 | 104.87 | 02/26/31 | — | — | 56,738 | 6,428,415 | | | 2/25/2022 | 5,780 | 17,342 | 146.68 | 02/25/32 | 170,440 | 19,310,852 | 81,812 | 9,269,300 | | | 3/2/2023 | — | 11,727 | 123.71 | 03/02/33 | — | — | 24,252 | 2,747,752 | | Oaksmith | 2/28/2020 | 3,261 | 1,087 | 91.28 | 02/28/30 | 207 | 23,453 | — | — | | | 2/26/2021 | 3,516 | 3,516 | 104.87 | 02/26/31 | — | — | 3,756 | 425,555 | | | 2/25/2022 | 1,459 | 4,380 | 146.68 | 02/25/32 | — | — | 3,444 | 390,205 | | | 3/2/2023 | — | 3,061 | 123.71 | 03/02/33 | — | — | 6,330 | 717,189 | | Dragisich | 2/22/2019 | 18,275 | — | 81.15 | 02/22/26 | — | — | — | — | | | 2/28/2020 | 16,791 | 5,600 | 91.28 | 02/28/30 | 1,058 | 119,871 | — | — | | | 2/26/2021 | 17,050 | 17,050 | 104.87 | 02/26/31 | — | — | 21,786 | 2,468,354 | | | 2/25/2022 | 5,780 | 17,342 | 146.68 | 02/25/32 | 42,610 | 4,827,713 | 30,680 | 3,476,044 | | | 3/2/2023 | — | 13,251 | 123.71 | 03/02/33 | — | — | 27,404 | 3,104,873 | | Pepper | 2/23/2018 | 13,062 | — | 81.55 | 02/23/25 | — | — | — | — | | | 02/22/2019 | 13,416 | — | 81.15 | 02/22/26 | — | — | — | — | | | 02/28/2020 | 9,237 | 3,082 | 91.28 | 02/28/30 | 583 | 66,054 | — | — | | | 02/26/2021 | 8,928 | 8,930 | 104.87 | 02/26/31 | — | — | 9,536 | 1,080,429 | | | 02/25/2022 | 3,179 | 9,538 | 146.68 | 02/25/32 | — | — | 21,136 | 2,394,709 | | | 03/02/2023 | — | 6,450 | 123.71 | 03/02/33 | — | — | 13,338 | 1,511,195 |

  119. Outstanding Equity Awards at Year-End

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  120. Outstanding Equity Awards at Year-End

    | | Option Awards(1) | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (2) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Bonds | 02/23/2018 | 1,243 | — | 81.55 | 02/23/25 | — | — | — | — | | | 02/22/2019 | 9,185 | — | 81.15 | 02/22/26 | — | — | — | — | | | 02/28/2020 | 8,364 | 2,790 | 91.28 | 02/28/30 | 527 | 59,709 | — | — | | | 02/26/2021 | 7,292 | 7,292 | 104.87 | 02/26/31 | — | — | 7,788 | 882,380 | | | 02/25/2022 | 2,442 | 7,327 | 146.68 | 02/25/32 | — | — | 5,762 | 652,835 | | | 03/02/2023 | — | 5,084 | 123.71 | 03/02/33 | — | — | 10,514 | 1,191,236 | | Wu | 02/24/2017 | 11,997 | — | 60.50 | 02/24/24 | — | — | — | — | | | 02/23/2018 | 9,066 | — | 81.55 | 02/23/25 | — | — | — | — | | | 02/22/2019 | 9,312 | — | 81.15 | 02/22/26 | — | — | — | — | | | 02/28/2020 | 7,716 | 2,574 | 91.28 | 02/28/30 | 487 | 55,177 | — | — | | | 02/26/2021 | 7,142 | 7,144 | 104.87 | 02/26/31 | — | — | 7,630 | 864,479 | | | 02/25/2022 | 1,878 | 5,637 | 146.68 | 02/25/32 | — | — | 4,432 | 502,146 | | | 03/02/2023 | — | 4,105 | 123.71 | 03/02/33 | — | — | 8,488 | 961,690 | | McDowell | 02/23/2018 | 1,243 | — | 81.55 | 02/23/25 | — | — | — | — | | | 02/22/2019 | 8,712 | — | 81.15 | 02/22/26 | — | — | — | — | | | 02/28/2020 | 6,846 | 2,285 | 91.28 | 02/28/30 | 433 | 49,059 | — | — | | | 02/26/2021 | 6,180 | 6,180 | 104.87 | 02/26/31 | — | — | 6,602 | 748,007 | | | 02/25/2022 | 2,196 | 6,591 | 146.68 | 02/25/32 | — | — | 5,182 | 587,121 | | | 03/02/2023 | — | 4,597 | 123.71 | 03/02/33 | — | — | 9,508 | 1,077,256 |

  121. Outstanding Equity Awards at Year-End

    (1)The stock option awards vest 25% per year beginning on the first anniversary of the grant date. Grants prior to 2020 have a seven-year term. Grants 2020 and after have a ten-year term. (2)Restricted stock awards vest at the rate of 25% each year for four years from the second of the month following the date of grant with the exception of Mr. Pacious' and Mr. Dragisich's February 25, 2022 Strategic Leadership Alignment Grants which vest years 3-5 at 10%, 20% and 70%, respectively. (3)PVRSUs are earned and vest upon the conclusion of a designated performance period and based on actual cumulative EPS and/or rTSR compared to the performance target. Mr. Pacious' February 2020 additive PVRSU grant is based on rTSR with vesting years 3-5. The February 26, 2021 grants were based on EPS and rTSR and vest after 3 years with the exception of Mr. Pacious' and Mr. Dragisich's special TSR based PVRSUs which vest years 3-5. The February 25, 2022 grants were based on EPS and rTSR and vest after 3 years with the exception of Mr. Pacious' and Mr. Dragisich's special TSR based PVRSUs which vest years 3-5 at 10%, 20% and 70%, respectively, and Mr. Pepper's special deal value PVRSU grant which vests after 4 years. The March 2, 2023 grants were based on EPS and rTSR and vest after 3 years Mr. Pacious February 2020 additive PVRSU grant is shown at maximum performance. The February 2021 grants are shown at actual results with the exception of Mr. Pacious' and Mr. Dragisich's special TSR based PVRSUs, which are shown at threshold. The February 2022 and March 2023 grants are shown at maximum excluding TSR modifier.

  122. Outstanding Equity Awards at Year-End

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  123. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information for each of the NEOs on stock option exercises during 2023, including the number of shares acquired upon exercise and the value realized and the number of shares acquired upon the vesting of stock awards and the value realized, each before payment of any taxes and broker commissions. Value realized is based on the NYSE closing market price of Choice Common Stock on the date of exercise or vesting, respectively.

  124. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting | Value Realized on Vesting ($) | | Pacious | 65,263 | 4,474,973 | 86,435 | 10,692,874 | | Oaksmith | — | — | 4,202 | 519,829 | | Dragisich | 15,062 | 670,204 | 24,011 | 2,970,401 | | Pepper | 23,841 | 1,518,636 | 15,961 | 1,974,535 | | Bonds | 1,232 | 39,301 | 11,932 | 1,476,108 | | Wu | 12,684 | 937,140 | 12,085 | 1,495,035 | | McDowell | 2,458 | 115,232 | 10,609 | 1,312,439 |

  125. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation Executive Deferred Compensation Plan. In 2002, Choice adopted the Choice Hotels International, Inc. Executive Deferred Compensation Plan, which became effective January 1, 2003, and was amended from time to time (“EDCP”). Our CEO and other key executives approved by the Board (including each of the NEOs) are eligible to participate in the EDCP. During 2023, each of the NEOs participated in the EDCP. Per Company policy, participants in the EDCP are not entitled to participate in the Non-Qualified Plan described below. Under the EDCP, participants may defer up to 90% of their base salary and up to 100% of their bonus each year. Choice matches 50% of up to 15% of eligible salary under the EDCP, reduced by the total matching contributions to which the participant is otherwise entitled under the 401(k) plan. The participant’s right to any Company match vests at 20% per year from the time the participant was first hired, with all past and future match amounts becoming 100% vested after the participant’s fifth year of service. As of December 31, 2023, each of the participating NEOs was fully vested in their Company match amounts. A participant may elect an investment based on a selection of investment options selected by the EDCP’s administrators, which are generally publicly available mutual funds or other indices. Participants may elect to change their investment options under the EDCP in accordance with plan requirements. Benefits commence under the EDCP upon the death of the participant (to the participant’s beneficiary), or, at the participant’s election, upon the participant’s termination of employment or, commencing in 2009, on a January designated by the participant, subject to any requirements imposed by Section 409A of the Internal Revenue Code (“Section 409A”). If no election is made, benefits will commence upon termination of employment, subject to any requirements imposed by Section 409A. Benefits are payable in a lump-sum payment or in annual installments over a period of up to 20 years, as elected by the participant. If no election is made, benefits will be paid in a lump sum. Benefits will also automatically be paid in a lump sum if the amount payable as of the initial payout date is $100,000 or less. In December 2008, the Company amended and restated the EDCP to comply with treasury regulations promulgated pursuant to Section 409A. The amendment and restatement, which became effective on January 1, 2009, applies only to that portion of each participant’s EDCP account balances that are subject to Section 409A (generally, those contribution amounts that became vested or were credited after 2004). The pre-2005 plan documents, along with a March 3, 2009 amendment, continue to apply to the remaining participant account balances (“Grandfathered Accounts”) under the EDCP. Earnings from the Grandfathered Accounts are considered guaranteed preferential earnings and are further discussed in the table below. Mr. Pacious and Mr. Pepper have earnings from the Grandfathered Accounts. Non-Qualified Plan. In 1997, Choice adopted the Choice Hotels International, Inc. Non-Qualified Retirement Savings and Investment Plan, which was amended and restated effective January 1, 2001 and January 1, 2009, and amended effective January 1, 2011 (“Non-Qualified Plan” or “NQP”). Generally, Choice employees who are at the Senior Director level and above and who are not eligible to participate in the EDCP, are eligible to participate in the Non-Qualified Plan.

  126. Non-Qualified Deferred Compensation

    | 82 | |

  127. Non-Qualified Deferred Compensation

    In general, participants under the Non-Qualified Plan may elect to defer up to 90% of their base salary and up to 100% of their annual bonus, reduced by the deferral limit in effect under the Choice 401(k) plan (which was $22,500 for 2023). Choice matches up to 100% of the first 3% of deferred salary and 50% of the next 2% of deferred salary thereafter under the Non-Qualified Plan, offset by the amount of matching contributions to which the participant is entitled under the 401(k) plan. Stock Deferral Program. All Long-Term Incentive Plan participants are entitled to defer all or any portion of any equity award (other than stock options). The executive may elect to defer the receipt of such equity until termination of their employment or until a specified future date. Any dividends or other distributions during the deferral period are credited to the executive’s deferred equity account and reinvested in the purchase of additional Choice Common Stock.

  128. Non-Qualified Deferred Compensation

    | Name | Plan Name | Executive Contributions(1) ($) | Registrant Contributions(2) ($) | Aggregate Earnings(3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance ($) | | Pacious | EDCP | 287,500 | 69,750 | 710,596 | — | 4,349,124 | | Oaksmith | EDCP | 47,000 | 18,750 | 106,346 | — | 1,039,981 | | Dragisich | EDCP | 84,462 | 36,288 | 150,290 | — | 1,025,783 | | Pepper | EDCP | 88,212 | 27,606 | 1,135,495 | — | 8,832,369 | | | Stock Deferral Program | 10,565 | | 9,883 | | 1,394,288 | | Bonds | EDCP | 40,646 | 17,371 | 35,789 | — | 355,153 | | Wu | EDCP | 675,594 | 25,500 | 417,797 | — | 3,068,613 | | McDowell | EDCP | 97,308 | 19,990 | 366,460 | — | 2,442,061 |

  129. Non-Qualified Deferred Compensation

    (1)The following salary amounts are included in this column. The salary amounts represent 2023 base salary deferred by the NEO during 2023 and are also included in the 2023 Salary column of the Summary Compensation Table above.

  130. Non-Qualified Deferred Compensation

    | Name | 2023 Salary ($) | | Pacious | 287,500 | | Oaksmith | 47,000 | | Dragisich | 84,462 | | Pepper | 88,212 | | Bonds | 40,646 | | Wu | 224,000 | | McDowell | 97,308 |

  131. Non-Qualified Deferred Compensation

    (2)Amounts in this column are included in the 2023 All Other Compensation column of the Summary Compensation Table above. (3)Amounts in this column include earnings on certain officers’ EDCP Grandfathered Accounts and are shown in the 2021 Change in Pension Value and Preferential Non-Qualified Deferred Compensation Earnings column of the Summary Compensation Table above, since they represent guaranteed preferential earnings to each applicable NEO. Those amounts are: $6,800 for Mr. Pacious and $121,740 for Mr. Pepper.

  132. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The tables below reflect the amount of compensation that could have been received by each of the NEOs in the event such executive’s employment had terminated under the various applicable triggering events described below as of December 29, 2023, the last business day of 2023. The amounts shown assume that such termination was effective as of December 29, 2023, and, for any equity-based payments or valuations, the NYSE closing market price of Choice Hotel’s Common Stock on December 29, 2023, or $113.30 per share. The amounts shown are estimates only; the actual amounts to be paid will only be determinable at the time of the executive’s separation from Choice.

  133. Potential Payments upon Termination or Change in Control

    | 2024 Proxy Statement | 83 |

  134. CEO Pay Ratio

    CEO Pay Ratio We are committed to internal pay equity, and the Committee reviews executive pay in relationship to the ratio as well as to the ongoing impact on Company performance, given the percentage of at-risk compensation. We will continue to evaluate our ratio in relation to our peer group and the market. We provide below, as required by SEC rules, the ratio of the annual total compensation of our CEO to the annual total compensation of the median of our other employees. The annual total compensation of our CEO for 2023, as reflected in the Summary Compensation Table, was $6,378,202. The annual total compensation of the median employee for 2023 was $121,797. The compensation for our CEO in 2023 was approximately 52.4 times the median pay of our employees. The ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. To determine our median employee, we included all full-time, part-time and temporary employees globally, as of December 31, 2023. We used base pay for the twelve-month period ending December 31, 2023 as our consistently applied compensation measure. The median employee is a salaried U.S. associate. The pay ratio of the total compensation for the CEO as set forth in the Summary Compensation Table to the total compensation of the highest paid non-CEO NEO as set forth in the Summary Compensation Table is 1.57. The pay ratio of the total compensation for the CEO as set forth in the Summary Compensation Table to the averaged total compensation of the non-CEO NEOs utilizing compensation as set forth in the Summary Compensation Table is 2.79. This 2023 calculation includes 1,003 associates from our legacy Radisson managed hotels population.

  135. CEO Pay Ratio

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  136. Pay Versus Performance

    Pay Versus Performance The following tables and related disclosures provide information about (i) the “total compensation” of our principal executive officer (“PEO”) and our other named executive officers (the “other NEOs”) as presented in the Summary Compensation Table on page 74, (ii) the “compensation actually paid” ("CAP") to our PEO and our other NEOs, as calculated pursuant to the SEC’s pay-versus-performance rules, (iii) certain financial performance measures, and (iv) the relationship of CAP to those financial performance measures. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and does not necessarily reflect value actually realized by the executives or how our Committee evaluates compensation decisions in light of company or individual performance. For discussion of how our Human Capital and Compensation Committee seeks to align pay with performance when making compensation decisions, please review “Compensation Discussion and Analysis” beginning on page 47.

  137. Pay Versus Performance

    | | | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers | Average Compensation Actually Paid to Non-PEO Named Executive Officers | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | | | Total Shareholder Return | Peer Group Total Shareholder Return(1) | Net Income (millions) | Operating Income (millions) | | 2023 | $6,378,202 | $6,241,815 | $2,284,790 | $2,322,200 | $112.51 | $157.29 | $258.5 | $375.0 | | 2022 | $37,993,749 | $27,120,091 | $4,678,116 | $3,426,471 | $110.76 | $128.19 | $332.2 | $478.6 | | 2021 | $11,153,040 | $24,056,522 | $2,641,391 | $4,742,732 | $151.93 | $164.56 | $289.0 | $428.9 | | 2020 | $11,143,274 | $9,341,874 | $2,504,415 | $1,453,568 | $103.57 | $129.84 | $75.4 | $122.1 |

  138. Pay Versus Performance

    (1)Peer group consists of S&P 400 Consumer Discretionary index Pat Pacious was the PEO for all years in the table. The Non-PEO NEOs for 2023 were Scott Oaksmith, Dominic Dragisich, David Pepper, Simone Wu and Robert McDowell. John Bonds was not included since he was not an NEO at December 31, 2023. For the years 2020-2022, the Non-PEO NEOs were Dominic Dragisich, David Pepper, Simone Wu and John Bonds. The calculation of the CAP under the new guidelines is shown in the table below, which describes the adjustments, each of which is prescribed by SEC rule, to calculate CAP from the Summary Compensation Table amounts. The Summary Compensation Table amounts and CAP do not reflect the actual amount of compensation earned by or paid to our executives during the applicable years, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act. Note that the year over year changes were impacted significantly by the change in the year-end stock prices which increased by 46% from 2020 to 2021 and then decreased by 28% from 2021 to 2022. The CAP was also impacted by PVRSUs that did not pay out or paid out below target due to the pandemic and resulting economic shutdown.

  139. Pay Versus Performance

    | 2024 Proxy Statement | 95 |

  140. Pay Versus Performance

    | | | | Adjustments for stock and option awards ($ millions) | | | | | | | | PEO or Non-PEO | FY | Total Comp from SCT | (Subtract): SCT stock and option award amounts | Add: Fair value at year end of awards granted during the covered fiscal year that are outstanding and unvested at year end | Add (Subtract): Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at year end | Add (Subtract): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during such year | (Subtract): Fair value at end of prior year of awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during such year | Add: Dividends or other earnings paid on stock or option awards in the covered year prior to vesting if not otherwise included in the total comp for the covered year | Comp Actually Paid (as calculated) | | PEO | 2023 | 6.4 | (2.0) | 2.3 | (1.7) | 1.1 | — | 0.2 | 6.2 | | PEO | 2022 | 38.0 | (32.0) | 26.3 | (5.1) | (0.3) | — | 0.1 | 27.1 | | PEO | 2021 | 11.2 | (6.7) | 12.5 | 7.0 | 0.1 | — | — | 24.1 | | PEO | 2020 | 11.1 | (8.5) | 10.6 | (3.8) | (0.2) | — | 0.1 | 9.3 | | Non-PEO(1) | 2023 | 2.3 | (1.1) | 1.2 | (0.3) | 0.2 | — | — | 2.3 | | Non-PEO(1) | 2022 | 4.7 | (3.3) | 2.7 | (0.7) | (0.1) | — | — | 3.4 | | Non-PEO(1) | 2021 | 2.6 | (1.3) | 2.3 | 1.1 | — | — | — | 4.7 | | Non-PEO(1) | 2020 | 2.5 | (1.6) | 1.7 | (1.1) | (0.1) | — | — | 1.5 |

  141. Pay Versus Performance

    (1)Amounts presented are averages for the entire group of Other NEOs in each respective year. There are no adjustments for defined benefit and actuarial pension plans in the CAP table since CHH does not offer any of those plans to its NEOs. In addition, the table does not include a column for the vesting date fair value of awards granted and vesting during such year since there were none. PVRSUs that are linked to relative TSR are valued using a Monte Carlo simulation with updated valuation assumptions, including the year-end stock price. Stock options are valued using Black-Scholes calculations.

  142. Non-Employee Director Compensation

    Non-Employee Director Compensation During 2023, non-employee directors were entitled to receive the cash and equity compensation listed below.

  143. Non-Employee Director Compensation

    | ANNUAL COMPENSATION | | |

  144. Non-Employee Director Compensation

    OTHER COMPENSATION (CASH):

  145. Non-Employee Director Compensation

    | | Annual Compensation 2023 | | Audit Committee Member (up to 8 meetings) | 15,000 | | Human Capital and Compensation Committee Member (up to 6 meetings) | 10,000 | | Corporate Governance and Nominating Member (up to 3 meetings) | 10,000 | | Diversity Committee Member (up to 3 meetings) | 10,000 | | Audit Committee Chair | 20,000(2) | | Human Capital and Compensation Committee Chair | 20,000(2) | | Corporate Governance and Nominating Chair | 10,000(2) | | Diversity Committee Chair | 10,000(2) | | Lead Independent Director | 30,000(3) | | Excess Meeting Fees | | | Each In-Person Meeting in Excess of Expected Activity Level | 2,000 | | Each Telephonic Meeting in Excess of Expected Activity Level | 2,000 |

  146. Non-Employee Director Compensation

    (1)The stock portion of the annual retainer is typically paid in the form of restricted stock which vests in equal amounts over a three-year vesting term. (2)Amount is in addition to general non-employee Committee member retainer. (3)Amount is in addition to general non-employee Board member retainer.

  147. Non-Employee Director Compensation

    | 98 | |

  148. Non-Employee Director Compensation

    Non-Employee Director Compensation Non-employee directors are required to reach and maintain in ownership of Company stock five times the then-current standard annual cash retainer, within five years of election to the Board. For currently serving directors, the required ownership level is $412,500. All directors either satisfy the minimum ownership requirements or fall within the exception provided by the 5-year “ramp up” provision of the guidelines. The following table illustrates the compensation earned by or paid to non-employee directors during 2023:

  149. Non-Employee Director Compensation

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Brian B. Bainum | 92,500 | 152,500 | 1,526 | 246,526 | | William L. Jews | 137,500 | 152,500 | — | 290,000 | | Ervin R. Shames | 112,500 | 152,500 | 943 | 265,943 | | John P. Tague | 127,500 | 152,500 | — | 280,000 | | Monte J.M. Koch | 107,500 | 152,500 | 40,513 | 300,513 | | Liza K. Landsman | 112,500 | 152,500 | 1,051 | 266,051 | | Maureen D. Sullivan | 112,500 | 152,500 | 458 | 265,458 | | Donna F. Vieira | 97,500 | 152,500 | 720 | 250,720 | | Gordon A. Smith | 137,500 | 152,500 | 1,058 | 291,058 |

  150. Non-Employee Director Compensation

    (1)Mr. Pacious is not included in the table as he served as an employee of Choice during 2023 and did not receive any compensation for his role as director. Stewart W. Bainum, Jr., Chairman of the Board, is also an executive officer of Choice and does not receive compensation for his services as a director. Pursuant to the terms of Mr. Bainum’s employment contract, he is paid an annual salary of $450,000, with $150,000 paid in cash and $300,000 paid in equity, the vesting of which shall occur in three equal installments on the first, second and third anniversary of the grant date. Mr. Bainum may participate in the Choice 401(k) and non-qualified deferred compensation plans and is furnished with suitable office space and administrative assistance, including access to telephone, computer, fax and other reasonable and necessary office space and office supplies. (2)Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. As of December 31, 2023, each director had the following aggregate number of deferred shares accumulated in their deferral accounts for all years of service as a director, including additional shares credited as a result of reinvestment of dividend equivalents: Brian B. Bainum, 0; William L. Jews, 6,027; Ervin R. Shames, 39,530; John P. Tague, 24,769; Monte J.M. Koch, 8,810; Liza K. Landsman, 5,593; Maureen D. Sullivan, 5,806; Donna F. Vieira, 0; and Gordon A. Smith, 966. (3)This column includes reimbursements for spousal travel to Board meetings not held at the Company’s headquarters and to the Company Convention, and for the Stay at Choice program which provides reimbursements to directors when staying at Choice hotels. A tax gross-up is included for the Stay at Choice reimbursements. For Mr. Koch, this column includes $23,711 for 2022 Stay at Choice eligible stays reimbursed in 2023. The figures above cannot, however, form the basis for inference as to whether directors stay at Choice properties. Some directors stay at Choice properties but do not submit for reimbursement under the Stay at Choice program.

  151. Non-Employee Director Compensation

    | 2024 Proxy Statement | 99 |

  152. Q. What are my voting choices when voting on the election of directors? (Proposal 1)

    Q. What are my voting choices when voting on the election of directors? (Proposal 1) A. You may vote either “for” or “against” each nominee, or you may "abstain" from voting. If you give your proxy without voting instructions, your shares will be counted as a vote for each nominee.

  153. Q. How many votes must the nominees have to be elected as directors?

    Q. How many votes must the nominees have to be elected as directors? A. Directors are elected by a majority of votes cast in person or by proxy at the meeting. Abstentions and broker non-votes are treated as not voting on the matter.