Board of Directors Compensation Review

Choice Hotels International, Inc.

Fiscal Year 2025 Board Governance Review

Ticker: CHH
Fiscal Year: FY2025
Filing Date: 2026-04-22
Sector: Gaming & Lodging

28th

Comp Percentile

Total retainer vs. peers

73%

Independence

8 of 11 directors

92.32%

Say-on-Pay

FY2025 vote; prior: 94.73%

Low

Proxy-Advisor Screen

Velarion ISS-aligned directional

Thesis

Total director compensation of $235,000 positions at the 28th percentile of peers, −$60,232 versus the $295,232 peer median. The company maintains 4 of 4 core governance provisions tracked by Velarion. A low proxy-advisor screen reading and 92.32% say-on-pay approval reflect aligned positive governance signals.

Calibration anchors as of August 2, 2026 (stock price $111.49; market cap $5.1B).

Recommended Direction

Director compensation sits below the peer median — a cost-disciplined positioning nothing here requires the board to defend; recruitment and retention at this level is the only consideration worth board attention. Formalize a board refreshment succession plan ahead of the next proxy cycle to address tenure-driven proxy-advisor signals.

Key Findings

MODERATEPositioning

Total retainer at the 28th of peers

Total director compensation of $235,000 sits −$60,232 versus a peer median of $295,232. Positioning provides cover to strengthen the rationale disclosure in the next proxy.

ELEVATEDRefreshment

Average tenure of 15.0 years exceeds the ISS 9-year threshold

2 directors carry tenure ≥ 15 years. ISS and Glass Lewis flag average board tenure above 9 years as a refreshment signal worth a formal succession plan.

Since the Last Disclosure

Activity since the last disclosure — $1.5M of equity awarded across 32 awards to 8 people since Jan 1, 2026. None of it reaches a compensation table until the FY2026 disclosure is published.

Shareholder vote in the current window — 92.32% support on May 21, 2026, with 16 awards granted before the vote and 16 after it.

32

Awards Granted

since the last disclosure

8

Directors Receiving

distinct recipients

$1.5M

Value of Awards

at each award-date close

Jan 1, 2026

Window Opened

first day after the disclosure period

Not Yet in Any Compensation Table

None of this reaches a compensation table until the FY2026 disclosure is published.

32 awards to 8 directors since Jan 1, 2026

Awards by Recipient

Director	Title	Award Date	Shares	Value
William L. Jews	—	May 21, 2026	1,570	$175k
Monte JM Koch	—	May 21, 2026	1,570	$175k
Liza K. Landsman	—	May 21, 2026	1,570	$175k
Maureen D. Sullivan	—	May 21, 2026	1,570	$175k
Ervin R. Shames	—	May 21, 2026	1,570	$175k
Gordon A. Smith	—	May 21, 2026	1,570	$175k
John P. Tague	—	May 21, 2026	1,570	$175k
Donna F. Vieira	—	May 21, 2026	1,570	$175k
Ervin R. Shames	—	Jul 15, 2026	110	$12k
Ervin R. Shames	—	Jan 15, 2026	107	$12k
Ervin R. Shames	—	Apr 15, 2026	99	$11k
John P. Tague	—	Jul 15, 2026	69	$7k

Showing the 12 largest of 32 awards by value.

92.32% Support, Voted May 21, 2026

Most Recent Shareholder Vote on Pay

Shareholders voted during the current window. 16 of the awards on the preceding page were granted before that vote and 16 after it.

16 preceded the vote; 16 followed it.

The Vote

Item	Value
Support recorded	92.32%
Vote held	May 21, 2026
Relative to the current window	Inside the window
Awards granted before the vote	16
Awards granted after the vote	16

Activity Since

Since the Disclosure	Value
Awards since the disclosure closed	32
Recipients	8
Units awarded, all dated awards	13,403
Value of those awards	$1.5M

Everything Since the Last Disclosure Closed 54 awards to 17 people across executives and directors, between Jan 15, 2026 and Jul 15, 2026

Disclosure period closesEquity awardsShareholder voteToday

11

Total Directors

8 independent · 3 non-indep

73%

Independence

ISS threshold: 67%

15.0 yr

Avg Tenure

8 of 11 disclosed

Non-independent

Board Chair

Stewart W. Bainum Jr

The CEO also serves as Chairman of the Board, concentrating executive and board oversight authority in a single individual. A Lead Independent Director is designated, which partially mitigates but does not eliminate the structural governance concentration.

Director Roster — FY2025

Director	Independent	Employee	Committees	Tenure
Stewart W. Bainum Jr (Chair)	No	Yes	—	49 yr
William L. Jews	Yes	No	Audit (Chair); Human Capital and Compensation; Diversity	25 yr
Monte J.M. Koch	Yes	No	Audit; Corporate Governance and Nominating	11 yr
Liza K. Landsman	Yes	No	Human Capital and Compensation; Diversity (Chair)	11 yr
Patrick S. Pacious	No	Yes	—	8 yr
Maureen D. Sullivan	Yes	No	Human Capital and Compensation; Corporate Governance and Nominating; Diversity	7 yr
Brian B. Bainum	No	No	Diversity	6 yr
Gordon A. Smith (Lead)	Yes	No	Audit; Corporate Governance and Nominating	3 yr
Ervin R. Shames	Yes	No	Corporate Governance and Nominating (Chair); Human Capital and Compensation	—
Donna F. Vieira	Yes	No	Audit; Human Capital and Compensation	—
John P. Tague	Yes	No	Audit; Human Capital and Compensation (Chair)	—

$296k

Median Indep Comp

Non-chair independent

$2.4M

Non-Chair Indep Comp

8 non-chair independent

28th

Positioning

Total retainer vs. peers

11

Board Size

8 independent

FY2025 Director Compensation (as reported)

Director	Cash	Stock	Options	Other	Total
Stewart W. Bainum Jr (Chair) ‡	$0	$0	$0	$0	$0
Brian B. Bainum ‡	$95,000	$175,102	$0	$3,293	$273,395
Donna F. Vieira	$110,000	$175,102	$0	$2,273	$287,375
Ervin R. Shames	$115,000	$175,102	$0	$3,461	$293,563
Gordon A. Smith	$160,000	$175,102	$0	$6,341	$341,443
John P. Tague	$130,000	$175,102	$0	$0	$305,102
Liza K. Landsman	$115,000	$175,102	$0	$8,394	$298,496
Maureen D. Sullivan	$115,000	$175,102	$0	$1,413	$291,515
Monte J.M. Koch	$110,000	$175,102	$0	$389	$285,491
Patrick S. Pacious ‡	$0	$0	$0	$0	$0
William L. Jews	$140,000	$175,102	$0	$0	$315,102
Total non-chair independent (8)	$995,000	$1,400,816	$0	$22,271	$2,418,087

$82K

Cash Retainer

22nd percentile

$152K

Equity Retainer

28th percentile

$235K

Total Retainer

28th percentile

18

Peer Set Size

Disclosed proxy peers with fee data

Total Director Retainer vs. Peers

WYNN

$365K

LVS

$350K

CZR

$350K

MAR

$335K

HLT

$335K

CMG

$325K

MGM

$315K

MTN

$305K

DPZ

$300K

H

$290K

HST

$270K

BLMN

$250K

WEN

$238K

CHH

$235K

EAT

$225K

PZZA

$215K

WH

$210K

WING

$210K

DIN

$195K

Schedule of Director Fees

Element	Amount
Annual Cash Retainer	$82,500
Annual Equity Retainer	$152,500
Total Annual Retainer	$235,000
Board Chair Premium	—
Lead Director Premium	$30,000
Audit Chair Premium	$20,000
Comp Chair Premium	$20,000
Nom/Gov Chair Premium	$10,000
Audit Member	$15,000
Comp Member	$10,000
Nom/Gov Member	$10,000
Per-Meeting Fee	$2,000

Vesting & Equity Vehicle

Vehicle: Restricted Stock
Director SOG: $412,500
Vesting: Per filed disclosure

Stock Ownership Guideline

$412,500

Anti-Pledging / Anti-Hedging

Anti-pledging: In place
Anti-hedging: In place

CHH Retainer-Only Mix (non-chair independent)

35%/65%

Cash / Equity — Retainer-Only

Cash retainer: $82,500 (35%)
Equity retainer: $152,500 (65%)
-1 ppt vs. peer median (66%)

Aggregate Paid — Context Only

Cash paid (incl. committee premiums and meeting fees): $995,000
Equity awards (grant-date fair value): $1,400,816
Not peer-compared — peer table uses retainer-only basis.

Peer Set — Cash vs Equity Mix

Peer	Cash Retainer	Equity Retainer	Total	Equity %
MTN	$85K	$220K	$305K	72%
CZR	$100K	$250K	$350K	71%
MAR	$100K	$235K	$335K	70%
HLT	$100K	$235K	$335K	70%
WYNN	$115K	$250K	$365K	68%
WEN	$75K	$162K	$238K	68%
MGM	$100K	$215K	$315K	68%
HST	$90K	$180K	$270K	67%
CMG	$110K	$215K	$325K	66%
H	$100K	$190K	$290K	66%
DPZ	$110K	$190K	$300K	63%
PZZA	$80K	$135K	$215K	63%
EAT	$85K	$140K	$225K	62%
BLMN	$95K	$155K	$250K	62%
WING	$80K	$130K	$210K	62%
DIN	$75K	$120K	$195K	62%
LVS	$150K	$200K	$350K	57%
WH	$105K	$105K	$210K	50%

15.0

Average Tenure (yrs)

Across all directors

D

Refreshment Grade

Velarion methodology

1

New Indep Dirs (3 yr)

Independent additions

2

Directors 15+ Years

ISS / Glass Lewis watch

Tenure Distribution

0–3 years

1

4–7 years

2

8–12 years

3

13+ years

2

Long-Tenure Directors (ISS / Glass Lewis Watch)

Stewart W. Bainum Jr — 49 years (at ISS watch threshold)
William L. Jews — 25 years (at ISS watch threshold)

Disclosure Quality90/100Strong

STI 25/25 · LTI 20/25 · Gov 20/20 · Phil 15/15 · Design 10/15

Governance Provisions

Provision	Status
Director Stock Ownership Guideline	✓
Clawback Policy	✓
Anti-Hedging Policy	✓
Anti-Pledging Policy	✓

Score: 4/4 provisions in place

Anti-Pledging / Anti-Hedging

Anti-pledging: In place
Anti-hedging: In place
Tax gross-ups: None

Independence Profile

Board independence: 73% (8 of 11 directors)
Chair structure: Non-independent chair — Stewart W. Bainum Jr
ISS independence threshold: 67% · subject clears the threshold.

Stock Ownership Guidelines

Director guideline: $412,500
Scope: Director-specific guideline disclosed in proxy
Peer prevalence: 17 of 18 disclosed-peer companies disclose director stock ownership guidelines
Holding period / compliance window: Per filed disclosure

Governance Narrative

Say-on-pay support declined 241 basis points to 92.3% in FY2025, marking a two-year decline from the 99.2% peak in FY2021. The committee cited 95% support as validation of current practice; the subsequent erosion may warrant revisiting this assessment ahead of the May 2027 annual meeting.
The CEO also serves as Chairman of the Board, concentrating executive and board oversight authority in a single individual. A Lead Independent Director is designated, which partially mitigates but does not eliminate the structural governance concentration.

92.32%

Latest SOP Approval

FY2025

A ↓

SOP Grade

Outlook: declining

5

Votes on Record

Most recent 5 of 9 disclosed

SoP Approval Trend

SoP Vote Detail

Year	Approval	For	Against	Result
FY2025	92.32%	36,213,116	3,011,948	Pass
FY2024	94.73%	40,256,285	2,240,287	Pass
FY2023	99.20%	44,778,133	359,721	Pass
FY2022	66.90%	31,887,541	15,778,408	Pass
FY2021	99.31%	50,852,304	351,175	Pass

SoP support has declined for two consecutive years from a FY2021 peak of 99.2% to 92.3% in FY2025, with the committee having previously interpreted 95% support as validating current practice.

Full Ballot — FY2025 Annual Meeting (2026-05-21)

#	Proposal	Proponent	Approval	Outcome
1	Other Proposal	Company	99.20%	Approved
2	Say-on-Pay (advisory)	Company	92.32%	Approved
3	Charter Amendment	Company	99.29%	Approved
4	Auditor Ratification	Company	99.84%	Approved

Say-on-pay approval of 92.32% trailed the rest of the ballot: the median of the 3 other proposals was 99.29% (6.97 pp above the pay vote). The pay vote reads differently when the rest of the ballot runs near-unanimous.

CEO Pay Ratio

76:1

CEO pay as a multiple of median employee pay — FY2024

Fiscal Year	Pay Ratio	CEO Total Compensation	Median Employee Compensation
FY2024	76:1	$7,790,269	$101,919

No prior-year ratio is captured for Choice Hotels International, Inc., so no year-over-year comparison is shown.

Market capitalisation $5.0B as of 2026-08-02. Market capitalisation is a point-in-time figure and is not stated on the same fiscal-year basis as the pay ratio.

Director Election Support — FY2025 Annual Meeting (2026-05-21)

Director	Committees	Election Support
Brian B. Bainum	Diversity	38,948,020 for ¹
Stewart W. Bainum, Jr.	—	38,918,410 for ¹
William L. Jews	Audit (Chair), Human Capital and Compensation, Diversity	38,730,464 for ¹
Monte J. M. Koch	Audit, Corporate Governance and Nominating	31,636,833 for ¹
Liza K. Landsman	Human Capital and Compensation, Diversity (Chair)	39,000,610 for ¹
Patrick S. Pacious	—	39,007,390 for ¹
Ervin R. Shames	Corporate Governance and Nominating (Chair), Human Capital and Compensation	30,559,622 for ¹
Gordon A. Smith	Audit, Corporate Governance and Nominating	31,686,831 for ¹
Maureen D. Sullivan	Human Capital and Compensation, Corporate Governance and Nominating, Diversity	39,109,123 for ¹
John P. Tague	Audit, Human Capital and Compensation (Chair)	38,651,604 for ¹
Donna F. Vieira	Audit, Human Capital and Compensation	31,666,069 for ¹

¹ Votes for / votes withheld-or-against (voting standard not disclosed). Support percentages are shown only where the company discloses a majority or plurality voting standard for director elections.

Year-over-year support change is not shown: the company's disclosed election-support history does not carry a prior-year percentage for any director on this page to compare against.

Directors are sorted by election support, weakest first. Figures are shown as reported; no threshold or advisory-vote implication is applied.

Component Grades & Rationale

Component	Grade	Why This Grade
Compensation Positioning	B	Total director retainer at the 28th percentile of disclosed peers
Independence	B	Board independence 73% vs ISS 67% threshold (8 of 11 directors)
Refreshment	D	Average tenure 15.0 years; 1 new independent director added in last 3 years
Governance	A	4 of 4 core governance provisions in place (Director Stock Ownership Guideline, Clawback Policy, Anti-Hedging Policy, Anti-Pledging Policy)
Say-on-Pay	A ↓	Latest SoP approval 92.32% — strong shareholder support; declining trend — net decline across the most recent 5-year window; two-year decline through the latest vote; includes a sub-70% vote (66.90%) within the window; outlook declining

Committee Chair Premium — Subject vs Peer Set

Premium	CHH	Peer Median	Peer Min	Peer Max	n
Board Chair Premium	—	$90,000	$15,000	$250,000	11
Lead Director Premium	$30,000	$50,000	$15,000	$132,500	9
Audit Chair	$20,000	$23,750	$15,000	$42,500	16
Comp Chair	$20,000	$22,500	$12,000	$37,500	16
Nom/Gov Chair	$10,000	$20,000	$10,000	$30,000	16

$2.4M

Aggregate Indep Comp

8 compensated independent directors (chair not independent, excluded)

$2.4M

Eligible Aggregate

Independent, excluding chair

33rd

Aggregate Cost Percentile

vs 18 disclosed peers

$2.8M

Peer Median Aggregate

Independent directors

Aggregate Independent Director Compensation — Subject vs Peers

MGM

$4.1M

CZR

$3.9M

MAR

$3.8M

MTN

$3.4M

WYNN

$3.3M

CMG

$3.2M

H

$3.1M

WEN

$2.8M

BLMN

$2.8M

WH

$2.8M

HLT

$2.7M

EAT

$2.5M

CHH

$2.4M

DPZ

$2.4M

HST

$2.2M

WING

$2.1M

LVS

$2.1M

DIN

$2.0M

PZZA

$1.9M

Predicted ISS Qualitative Commentary

Velarion simulation

The July 2026 leadership transition, with Pacious stepping down and Dominic Dragisich appointed Interim CEO, intensifies scrutiny on succession planning and whether the below-median positioning affected retention. Say-on-pay support has declined for two consecutive years to 92.3%, trailing the rest of the ballot median of 99.3%, and the CEO-Chairman concentration, partially mitigated by a Lead Independent Director, remains a governance feature that peers like HLT and MAR have moved away from. The committee's FY2026 disclosure ahead of the May 2027 annual meeting will need to address how the pay philosophy reconciles with below-market positioning and whether the equity-mix shift was deliberate design or performance-driven.

Board-Level Proxy Risk Indicators

Board Tenure Profile

15.0 yrs avg · 4 ≥9 yrs

high

Independent Director Ratio

73% (8 of 11)

low

Refreshment Cadence

1 new indep (last 3 yrs)

elevated

Recent Say-on-Pay (3 Years)

FY2025: 92.32%
FY2024: 94.73%
FY2023: 99.20%

Director-Specific Refreshment Flags

Stewart W. Bainum Jr — 49-year tenure (ISS / Glass Lewis refreshment watch)
William L. Jews — 25-year tenure (ISS / Glass Lewis refreshment watch)

Independent Alignment Read — 2026 Methodology Crosswalk

DQ: FULL

An independent alignment read that reflects how pay-for-performance frameworks reason — computed transparently from public methodology, and honest about its own completeness. Directional only: not an official ISS or Glass Lewis score, and not a forecast of any advisor’s recommendation or vote. Higher score = more potential concern (below 40 = low, 40–69 = medium, 70+ = high); a “partial” tag means that sub-test used the inputs available, not a complete calculation. See the methodology section for what each score measures.

ISS 2026 methodology crosswalk (directional)

30LOW concern/ 100

5-Year Pay-Performance Lookback44

Pay Multiple (1y & 3y Windows)0

Peer Group Construction51

Qualitative Factors · partial60

Say-on-Pay Responsiveness12

Director Pay Pattern · partial15

Equity Plan Grant Practices · partial25

Glass Lewis 2026 methodology crosswalk (directional)

41MEDIUM concern/ 100

Test 1 — Granted Pay vs TSR34

Test 2 — Granted Pay vs Financials · partial34

Test 3 — STI Payout vs TSR46

Test 4 — NEO Pay vs Financials · partial12

Test 5 — CAP vs TSR · partial100

Test 6 — Qualitative Modifier · partial34

Scorecard Aggregate · partial42

CIC Discretion & Rationale · partial30

What Changed Year-over-Year (FY2024 → FY2025) Deterministic diff vs FY2024 — proxy disclosures + peer group

STI Maximum Payout: 400 → 200.
STI Threshold Payout: 100 → 50.
LTI Vehicle Mix: removed OPTIONS; PSU 75%→100% (+25pp)
STI Metric Set: Metric relabeled: prior 'Operating Income', now 'Adjusted Operating Income'; +2 (Brand Direct Revenue and Expense, Corporate Revenue)

Disclosed Peer Set — Compensation & Market Snapshot

Peer	Market Cap	Total Retainer	Equity %	1-yr TSR	n directors
WYNN	$10.3B	$365K	68%	-8.1%	10
LVS	$31.7B	$350K	57%	-4.8%	8
CZR	$6.1B	$350K	71%	11.5%	12
MAR	$98.3B	$335K	70%	42.6%	13
HLT	$72.1B	$335K	70%	19.8%	10
CMG	$47.2B	$325K	66%	-13.2%	11
MGM	$11.4B	$315K	68%	22.3%	13
MTN	$5.3B	$305K	72%	5.9%	12
DPZ	$11.5B	$300K	63%	-23.6%	11
H	$16.4B	$290K	66%	23.9%	15
HST	$17.2B	$270K	67%	73.0%	9
BLMN	$0.7B	$250K	62%	-2.9%	11
WEN	$1.4B	$238K	68%	-20.1%	10

Peer set continues on the following page(s).

Disclosed Peer Set — Compensation & Market Snapshot (continued)

Peer	Market Cap	Total Retainer	Equity %	1-yr TSR	n directors
EAT	$9.2B	$225K	62%	35.6%	11
PZZA	$1.0B	$215K	63%	-26.1%	9
WH	$5.6B	$210K	50%	-11.1%	9
WING	$3.5B	$210K	62%	-65.5%	10
DIN	$0.5B	$195K	62%	65.3%	12

Peer Set Composition

Comparability appears weaker than it first reads; several members sit far enough from the company on size or business mix to soften the set as a benchmark.

18 peers analyzed · 3 independently supported · 15 merit review

The members that merit review do so primarily on size comparability and business mix.

Year-over-Year Changes

0

Added

FY2025

0

Dropped

from FY2024

18

Retained

carried forward

100%

Retention

of prior-year set

Interpretation The peer set was carried forward unchanged from the prior year, pointing to continuity rather than a strategic reset.

Peer Say-on-Pay Distribution most recent disclosed vote per peer

Below 70%

1

70–80%

0

80–90%

4

90–95%

7

95–100%

6

Peers with a vote	Median	Low	High	Below 70%
18	93.12%	50.41%	99.49%	1

Choice Hotels International, Inc. most recently recorded 92.32% support — the 90–95% band, at the 33th percentile of its disclosed peer group.

1 peer(s) recorded support below 70%, the level at which proxy advisors generally expect a board to disclose its shareholder-responsiveness process.

Each peer contributes its most recently disclosed say-on-pay result. Peers with no captured result are excluded from the distribution and counted above, never imputed.

Peer Group Reciprocity who-knows-you reverse lookup

3 of 18

disclosed peers that name Choice Hotels International, Inc. in their own peer group — 17%

Peer-level reciprocity detail is being reconciled for Choice Hotels International, Inc. and is not shown; the count above is the canonical figure.

Reciprocity is the share of a company's own disclosed peers that select it in return. A high share indicates a peer group the market agrees with; a low share indicates a group selected on criteria the peers themselves do not apply, which proxy advisors scrutinise. One-way selection is not by itself a defect — size, business-mix and talent-market reasons can each justify it — but it is the question a compensation committee should expect to be asked.

Unvested Equity — Value at Risk FY2025 year-end holdings

$57.8M

unvested equity held by named executives at FY2025 year end — 1,020,798 shares/units

Named Executive	Award Types	Unvested Shares/Units	Unvested Market Value	Share of Total
Patrick Pacious	OPTION, PSU, RSU	636,108	$33.8M	58.5%
Dominic Dragisich	OPTION, PSU, RSU	209,506	$11.6M	20.1%
Scott Oaksmith	OPTION, PSU, RSU	100,747	$6.9M	12.0%
Simone Wu	OPTION, RSU	39,027	$2.9M	5.0%
Patrick Cimerola	OPTION, RSU	35,410	$2.6M	4.5%

The chief executive holds $33.8M of the $57.8M total — 58.5% of unvested value across the named executive group.

By Award Type

Award Type	Unvested Shares/Units	Unvested Market Value	Award Rows
RSU	458,197	$43.6M	19
PSU	148,525	$14.1M	9
OPTION	414,076	$0	29

43 of 57 disclosed award rows carry a market value; the value total covers those rows only.

Figures are unvested holdings at fiscal year end as disclosed in the Outstanding Equity Awards table. Vesting dates are not part of that table's disclosure, so no vesting schedule or time-based ladder is presented. Market values are as disclosed by the company.

Peer Grant Watch — Large Executive Equity Awards (> $10M)

Peer	Executive	Title	FY	Grant Date	Grant-Date Fair Value
WING	Michael Skipworth	CEO	FY2025	not disclosed	$32.6M
EAT	Kevin D. Hochman	CEO	FY2025	2024-11-06	$20.0M
HLT	Christopher J. Nassetta	CEO	FY2025	2025-02-27	$11.5M
HLT	Christopher J. Nassetta	CEO	FY2024	not disclosed	$11.5M
LVS	Robert G. Goldstein	Executive Chairman	FY2024	2024-01-29	$11.2M

5 individual executive equity awards with a grant-date fair value above $10 million across the disclosed peer set, most recent fiscal years first.

Recommended Considerations — issue · why it matters · proposed calibration

1.MEDIUMRefreshment

Develop a board refreshment succession plan with specific retirement targets for directors approaching 15-year tenures. Average tenure of 15.0 years exceeds the ISS 9-year flag threshold and creates proxy-advisor concern alongside the low Velarion proxy-advisor screen reading.

2.MEDIUMDisclosure

Enhance proxy disclosure explaining the rationale for the $235,000 total retainer (28th percentile) by documenting the rationale for the below-median position and evaluating whether a measured retainer increase is supported by committee workload and recruiting context.

3.MEDIUMSay-on-Pay

Formalize explicit say-on-pay thresholds that trigger formal board response: enhanced disclosure if support drops below 93%, shareholder outreach if below 90%, and compensation recalibration if below 85%. Current 92.32% approval provides runway to establish clear governance triggers before any concern emerges.

What to Watch Next Year

If say-on-pay support falls below 90% in the upcoming proxy cycle, engage the top 10 shareholders by vote weight to communicate the rationale for current board-pay positioning.
Monitor board refreshment given 15.0-year average tenure. If any director reaches 15 years before the next annual meeting, prepare a succession-narrative section for the proxy.

Disclosed Peer Set

Ticker	Name	Group Type	FY
WYNN	Wynn Resorts	Compensation	2025
H	Hyatt Hotels Corp	Compensation	2025
MAR	Marriott International	Compensation	2025
MGM	MGM Resorts International	Compensation	2025
LVS	Las Vegas Sands Corp	Compensation	2025
CMG	Chipotle Mexican Grill	Compensation	2025
DIN	Dine Brands	Compensation	2025
WH	Wyndham Hotels & Resorts	Compensation	2025
HST	Host Hotels	Compensation	2025
WEN	Wendy's	Compensation	2025
HLT	Hilton Worldwide Holdings	Compensation	2025
BLMN	Bloomin' Brands, Inc.	Compensation	2025
DPZ	Domino's Pizza	Compensation	2025
PZZA	Papa John's	Compensation	2025
WING	Wingstop	Compensation	2025
CZR	Caesars Entertainment	Compensation	2025
MTN	Vail Resorts	Compensation	2025
EAT	Brinker International	Compensation	2025

Data Sources

Element	Source
Director compensation	Annual proxy statement
Fee schedule / committee premiums	Annual proxy statement
Say-on-Pay results	8-K
CD&A narratives, governance	Annual proxy statement
Peer group composition	Annual proxy statement
Stock returns / TSR	Public market data

Methodology Notes

Compensation figures as reported in the Director Compensation Table of the most recent proxy.
Percentile calculations use the disclosed peer set with fee schedules available in the Velarion universe.
ISS classifications reflect Velarion benchmarking analysis — directional only; formal ISS determinations made annually.
Aggregate board cost excludes employee directors and the board chair to isolate the independent-director cost base.

How to Read the 2026 Alignment-Read Scores

Each policy carries an overall 0-100 concern score plus named sub-scores. Band scale: below 40 = low concern, 40-69 = medium, 70 and above = high. Direction is uniform: higher always means more potential concern — favorable factors (shareholder engagement, disclosed rationale, high performance-share weight, realizable pay below granted) lower a score rather than reversing the scale. “Partial” next to a sub-score means it was computed from the inputs available for that specific test — an underlying data point (e.g., realized pay or GAAP financials) is not in our dataset, so the score is directional on what we hold, not a complete calculation; sub-tests with no usable input are omitted entirely, never shown as zero. This is an independent read of how the frameworks reason from public methodology — not an official ISS or Glass Lewis score or a forecast of any advisor’s recommendation.

ISS 2026 sub-tests

5-Year Pay-Performance Lookback — How CEO pay has tracked shareholder return over a five-year horizon (from the multi-year relative-alignment score plus 3-year pay growth vs. 5-year TSR). Higher when pay growth outruns long-run returns.

Pay Multiple (1y & 3y Windows) — CEO pay as a multiple of the peer median over 1- and 3-year windows; a multiple around 2x or higher is a classic overpay flag. Scored on the worse of the two windows.

Absolute Pay-TSR Alignment (Index Scope) — For index-in-scope issuers, the absolute gap between the multi-year pay trend and 5-year TSR. Shown only when index membership is confirmed.

Peer Group Construction — How sensitive the company's pay ranks are to peer-group construction — driven by peer-set quality and any pay-percentile-above-TSR-percentile misalignment.

Qualitative Factors — Qualitative pay-for-performance factors: realizable-vs-granted pay, performance-share (PSU) weight, and overall alignment signals. Realized pay is not in our dataset, so this test is always partial.

Say-on-Pay Responsiveness — Committee responsiveness in light of the Say-on-Pay vote; approval below 70% is the trigger, declining support raises concern, and disclosed shareholder engagement lowers it.

Director Pay Pattern — Whether non-employee director pay has been elevated (median around $400k or more) across multiple fiscal years.

Equity Plan Grant Practices — Equity-plan grant practices: performance-share weight, vesting length, plan overhang and burn rate; low performance weight, short vesting, or high dilution raise concern.

Glass Lewis 2026 sub-tests

Test 1 — Granted Pay vs TSR — Granted CEO pay percentile vs. TSR percentile; high pay against low TSR signals misalignment.

Test 2 — Granted Pay vs Financials — Granted CEO pay vs. financial performance. GAAP financials are not in our dataset, so this is proxied by the pay-TSR-alignment score and the pay-return gap.

Test 3 — STI Payout vs TSR — Actual annual-incentive (STI) payout as a percent of target vs. TSR; payouts above target alongside weak TSR raise concern.

Test 4 — NEO Pay vs Financials — Total granted pay across all named executives vs. financial performance (average NEO pay against the peer median; financials proxied).

Test 5 — CAP vs TSR — Compensation Actually Paid vs. TSR. The 'CAP' figure is not extracted, so this is proxied by the realizable-to-granted ratio.

Test 6 — Qualitative Modifier — A qualitative modifier drawn from alignment signals, disclosure flags, and the Say-on-Pay outcome.

Scorecard Aggregate — The weighted roll-up of Tests 1-6 into Glass Lewis's 0-100 scorecard band.

CIC Discretion & Rationale — Committee discretion over unvested-award treatment on a change in control; discretion without a disclosed rationale is the 2026 flag, and single-trigger acceleration adds concern.

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Choice Hotels International, Inc. (CHH) · FY2025 Board of Directors Compensation Review