Executive Compensation Review

Choice Hotels International, Inc.

Fiscal Year 2025 Executive Compensation Review

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

$8.1M

CEO Total Comp · FY2025

Patrick Pacious · 22nd vs. peers

92.32%

Say-on-Pay · FY2025

Most recent annual vote

5.80×

Realizable / Granted

$46.8M realizable††

95.5%

STI Payout · FY2025

Actual % of target

Thesis

CEO total compensation of $8.1M sits at the 22nd percentile against a peer median of $15.3M, creating a philosophy-versus-practice gap that intensifies with Patrick Pacious's July 2026 departure and Dominic Dragisich's interim appointment. The committee must recalibrate FY2026 target positioning for the new leadership structure, diversify the single-metric PSU design to include capital-efficiency or cash-flow metrics, and document the multi-year equity-weight expansion as deliberate design evolution in the FY2026 CD&A ahead of the May 2027 annual meeting.

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

Priority Actions

P1Incentive Design

The completed 2023-2025 PSU cycle paid 136% of target despite 1-year TSR of -32.3% at the 28th percentile, creating a pay-for-performance tension that the proxy narrative itself acknowledges.

P2Positioning

CEO total compensation of $8.1M ranks #15 of 18 peers with available data, positioned toward the lower end of the peer range against a stated philosophy to 'pay competitively to attract and retain the best talent.' The July 2026 leadership transition exposes whether this lean positioning affected succession-readiness.

P3Governance

Say-on-pay support declined 241 basis points to 92.3% in FY2025, marking a two-year erosion from the 99.2% FY2021 peak that the committee previously cited as validation of current practice.

Since the Last Disclosure

Activity since the last disclosure — $11.9M of equity awarded across 22 awards to 9 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 20 awards granted before the vote and 2 after it.

22

Awards Granted

since the last disclosure

9

Executives Receiving

distinct recipients

$11.9M

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.

22 awards to 9 executives since Jan 1, 2026

Awards by Recipient

Executive	Title	Award Date	Shares	Value
Dominic Dragisich	EVP, Op & Chief Glb Brands Ofc	Feb 20, 2026	18,635	$2.1M
Patrick S. Pacious	President & CEO	Feb 20, 2026	16,492	$1.8M
Dominic Dragisich	EVP, Op & Chief Glb Brands Ofc	Feb 26, 2026	12,225	$1.3M
Patrick S. Pacious	President & CEO	Feb 26, 2026	12,225	$1.3M
Patrick Cimerola	Chief Human Resources Officer	Feb 20, 2026	6,803	$750k
Simone Wu	Senior Vice President	Feb 20, 2026	5,772	$636k
Sanchez Raul Ramirez	Chief Seg & Intl Op Officer	Feb 26, 2026	5,731	$619k
Scott Oaksmith	SVP, Chief Financial Officer	Feb 26, 2026	5,158	$557k
Dominic Dragisich	Interim CEO	May 20, 2026	4,454	$500k
Scott Oaksmith	SVP, Chief Financial Officer	Feb 20, 2026	4,305	$474k
Noha Abdalla	Chief Marketing Officer	Feb 20, 2026	4,124	$454k
Sanchez Raul Ramirez	Chief Seg & Intl Op Officer	Feb 20, 2026	3,341	$368k

Showing the 12 largest of 22 awards by value.

92.32% Support, Voted May 21, 2026

Most Recent Shareholder Vote on Pay

Shareholders voted during the current window. 20 of the awards on the preceding page were granted before that vote and 2 after it.

20 preceded the vote; 2 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	20
Awards granted after the vote	2

Activity Since

Since the Disclosure	Value
Awards since the disclosure closed	22
Recipients	9
Units awarded, all dated awards	109,229
Value of those awards	$11.9M

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

CEO Compensation — Historical Trend

Base SalaryCash IncentiveEquity AwardsOther

Pay Analysis

CEO total compensation of $8.1M ranks #15 of 18 peers with available data, above BLMN ($5.5M) and DIN ($5.4M) but below PZZA ($8.4M) and WH ($13.6M). The 22nd percentile positioning in this limited peer set sits well below the peer median of $15.3M, creating tension against the stated philosophy to "pay competitively to attract and retain the best talent." With Patrick Pacious's July 2026 departure and Dominic Dragisich's interim appointment, the committee may wish to examine whether this positioning affected succession-readiness and how the FY2026 cycle should calibrate pay for the new leadership structure.
CEO pay sits at the 22nd percentile of a limited-credibility peer set, creating philosophy-versus-reality tension that intensifies with the July 2026 leadership transition, while a multi-year equity-weight expansion shows deliberate design evolution the committee may wish to anchor in FY2026 disclosure.
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.
The program has evolved toward long-term performance emphasis with a concentrated but pure-PSU LTI structure, though the single-metric design and above-target realized payouts against weak short-term TSR create calibration tension that warrants structural review before the FY2026 grant cycle.

Positioning Summary

Metric	Rank	Percentile
CEO Total Comp	#15 of 18	22nd
1-Year TSR	#13 of 18	28th
3-Year TSR	#8 of 18	56th

Short-Term Incentive Design (FY2025)

Metric	Design / Payout
STI Metrics	Adjusted Operating Income, Corporate Revenue, Strategic Initiatives, Brand Direct Revenue and Expense
Target Payout (% of salary)	200%
Maximum Payout (% of target)	200%
Performance Period	Annual
FY2025 Actual Payout (% of target)	95.5%

Short-Term Incentive Scorecard (FY2025)

Metric	Target	Achieved
Adjusted Operating Income	$522.9M	99%
Corporate Revenue	$976.9M	99%
Strategic Initiatives	—	—
Brand Direct Revenue and Expense	—	98%

Metric weightings are not shown: the weights we extracted for this plan total 110%, not 100%. That total is not internally consistent, which means at least one metric has been captured at the wrong level — typically a sub-component of one metric recorded as a metric in its own right, or a weight that varies by executive recorded as if it were fixed. The weights are withheld rather than presented at a total that cannot be correct; the metrics themselves, and performance against them, are unaffected.

Realizable Pay Summary (FY2025)

Executive	SCT Total	Realizable	Ratio
Patrick Pacious	$8.1M	$46.8M	5.80×
Dominic Dragisich	$4.2M	$15.5M	3.67×
Scott Oaksmith	$3.4M	$9.5M	2.80×
Simone Wu	$2.2M	$4.3M	1.94×
Patrick Cimerola	$1.8M	$3.8M	2.16×

TSR Context

Period	TSR	Peer Pctile
1-Year	-11.7%	28th
3-Year Cumulative	-8.7%	56th
5-Year Cumulative	-1.3%	n/a¹

TSR sourced from Velarion market data (ISS-aligned 1y/3y horizons and 5y cumulative return). Peer percentile based on the 18-company peer cohort. ¹ ISS does not publish a 5-year quantitative peer percentile.

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

President and Chief Executive Officer · Active

Positioned at the 22nd percentile versus 18 disclosed peer CEOs (median $15.3M).

Summary Compensation Table (Historical)

Year	Salary	Equity Awards	Cash Incentive	All Other Comp	Total
FY2019	$1,040,385	$4,200,164	$1,452,598	$128,285	$6,821,432
FY2020	$953,077	$8,523,827	$1,543,500	$122,870	$11,143,274
FY2021	$1,067,076	$6,700,126	$3,217,808	$168,030	$11,153,040
FY2022	$866,538	$31,591,744	$4,635,000	$908,239	$37,993,749
FY2023	$1,150,000	$2,000,146	$2,944,000	$284,056	$6,378,202
FY2024	$1,226,923	$3,000,144	$3,345,749	$217,453	$7,790,269
FY2025	$1,288,462	$4,000,098	$2,464,423	$321,717	$8,074,700

FY2020 equity awards reflect a year-over-year increase; see the FY2020 proxy CD&A for committee context.

FY2022 equity awards reflect a year-over-year increase; see the FY2022 proxy CD&A for committee context.

FY2023 equity awards reflect a year-over-year reduction; see the FY2023 proxy CD&A for committee context.

FY2024 equity awards reflect a year-over-year increase; see the FY2024 proxy CD&A for committee context.

FY2025 equity awards reflect a year-over-year increase; see the FY2025 proxy CD&A for committee context.

Compensation Mix (FY2025)

Component	Amount	% of Total
Base Salary	$1,288,462	16.0%
Cash Incentive	$2,464,423	30.5%
Equity Awards	$4,000,098	49.5%
All Other Compensation	$321,717	4.0%
Total	$8,074,700	100%

Year-over-Year Change

Item	Prior Year	FY2025	Change
Base Salary	$1,226,923	$1,288,462	+$61,539
Cash Incentive	$3,345,749	$2,464,423	−$881,326
Equity Awards	$3,000,144	$4,000,098	+$999,954
All Other	$217,453	$321,717	+$104,264
Total	$7,790,269	$8,074,700	+$284,431

Senior Vice President, Chief Financial Officer · Active

Positioned at the 39th percentile versus 18 disclosed peer CFOs (median $4.0M).

Summary Compensation Table (Historical)

Year	Salary	Equity Awards	Cash Incentive	All Other Comp	Total
FY2023	$470,000	$522,063	$405,485	$82,396	$1,479,944
FY2024	$582,692	$1,200,149	$587,966	$104,792	$2,475,599
FY2025	$657,692	$2,000,049	$630,692	$102,073	$3,390,506

FY2024 equity awards reflect a year-over-year increase; see the FY2024 proxy CD&A for committee context.

FY2025 equity awards reflect a year-over-year increase; see the FY2025 proxy CD&A for committee context.

Compensation Mix (FY2025)

Component	Amount	% of Total
Base Salary	$657,692	19.4%
Cash Incentive	$630,692	18.6%
Equity Awards	$2,000,049	59.0%
All Other Compensation	$102,073	3.0%
Total	$3,390,506	100%

Year-over-Year Change

Item	Prior Year	FY2025	Change
Base Salary	$582,692	$657,692	+$75,000
Cash Incentive	$587,966	$630,692	+$42,726
Equity Awards	$1,200,149	$2,000,049	+$799,900
All Other	$104,792	$102,073	−$2,719
Total	$2,475,599	$3,390,506	+$914,907

EVP, Operations & Chief Global Brand Officer · Active

Peer-relative benchmarking is not available for this role because it does not map consistently to a standard benchmarkable position across the disclosed peer set. Absolute compensation detail is shown below.

Summary Compensation Table (Historical)

Year	Salary	Equity Awards	Cash Incentive	All Other Comp	Total
FY2019	$559,354	$1,236,049	$489,767	$114,526	$2,399,696
FY2020	$546,675	$2,418,586	$495,508	$45,917	$3,506,686
FY2021	$573,804	$2,659,672	$997,075	$76,781	$4,307,332
FY2022	$633,846	$9,500,133	$1,271,233	$107,217	$11,512,429
FY2023	$703,846	$2,260,097	$941,492	$146,071	$4,051,506
FY2024	$750,000	$2,500,126	$1,127,719	$111,868	$4,489,713
FY2025	$750,000	$2,500,062	$827,461	$153,247	$4,230,770

FY2020 equity awards reflect a year-over-year increase; see the FY2020 proxy CD&A for committee context.

FY2022 equity awards reflect a year-over-year increase; see the FY2022 proxy CD&A for committee context.

FY2023 equity awards reflect a year-over-year reduction; see the FY2023 proxy CD&A for committee context.

Compensation Mix (FY2025)

Component	Amount	% of Total
Base Salary	$750,000	17.7%
Cash Incentive	$827,461	19.6%
Equity Awards	$2,500,062	59.1%
All Other Compensation	$153,247	3.6%
Total	$4,230,770	100%

Year-over-Year Change

Item	Prior Year	FY2025	Change
Base Salary	$750,000	$750,000	+$0
Cash Incentive	$1,127,719	$827,461	−$300,258
Equity Awards	$2,500,126	$2,500,062	−$64
All Other	$111,868	$153,247	+$41,379
Total	$4,489,713	$4,230,770	−$258,943

SVP, General Counsel and Secretary · Active

Positioned at the 36th percentile versus 14 disclosed peer GCs (median $3.4M).

Summary Compensation Table (Historical)

Year	Salary	Equity Awards	Cash Incentive	All Other Comp	Total
FY2019	$498,431	$590,094	$233,372	$66,833	$1,388,730
FY2020	$486,101	$1,163,264	$242,282	$77,159	$1,968,806
FY2021	$531,611	$800,087	$476,410	$69,504	$1,877,612
FY2024	$579,231	$1,000,149	$447,191	$70,530	$2,097,101
FY2025	$585,000	$1,200,030	$335,205	$94,461	$2,214,696

FY2022: Not a named executive officer in FY2022.

FY2023: Not a named executive officer in FY2023.

FY2020 equity awards reflect a year-over-year increase; see the FY2020 proxy CD&A for committee context.

FY2021 equity awards reflect a year-over-year reduction; see the FY2021 proxy CD&A for committee context.

Compensation Mix (FY2025)

Component	Amount	% of Total
Base Salary	$585,000	26.4%
Cash Incentive	$335,205	15.1%
Equity Awards	$1,200,030	54.2%
All Other Compensation	$94,461	4.3%
Total	$2,214,696	100%

Year-over-Year Change

Item	Prior Year	FY2025	Change
Base Salary	$579,231	$585,000	+$5,769
Cash Incentive	$447,191	$335,205	−$111,986
Equity Awards	$1,000,149	$1,200,030	+$199,881
All Other	$70,530	$94,461	+$23,931
Total	$2,097,101	$2,214,696	+$117,595

¹ First-year/transition-year — Patrick Cimerola. Salary and/or equity may reflect partial-year service or sign-on grants; see individual Executive Detail pages.

Summary Compensation Table — FY2025

Name	Title	Salary	Equity Awards (SCT)	Cash Incentive	All Other	Total
Patrick Pacious	President and Chief Executive Officer	$1,288,462	$4,000,098	$2,464,423	$321,717	$8,074,700
Dominic Dragisich	EVP, Operations & Chief Global Brand Officer	$750,000	$2,500,062	$827,461	$153,247	$4,230,770
Scott Oaksmith	Senior Vice President, Chief Financial Officer	$657,692	$2,000,049	$630,692	$102,073	$3,390,506
Simone Wu	SVP, General Counsel and Secretary	$585,000	$1,200,030	$335,205	$94,461	$2,214,696
Patrick Cimerola	Chief Human Resources Officer	$500,000	$890,137	$286,500	$95,596	$1,772,233

Aggregate Named Executive Officer Compensation (FY2025)

Group	Total	Equity %	At-Risk %
CEO	$8.1M	50%	80.1%
Other Named Executive Officers (total)	$11.6M	57%	74.7%
All Active Named Executive Officers	$19.7M	54%	76.9%

Total Direct Compensation (FY2025)

Base SalaryCash IncentiveEquity AwardsOther

2.4×

CEO : CFO

total compensation

2.9×

CEO : Median Other NEO

total compensation

3.8×

Cohort-Implied CEO : CFO

peer-median total comp

Underlying Figures — FY2025

Measure	Basis	Amount
CEO total compensation	Patrick Pacious	$8,074,700
CFO total compensation	Scott Oaksmith	$3,390,506
Median other-NEO total compensation	4 active non-CEO NEOs	$2,802,601
CEO same-position peer median	18 peers	$15,273,318
CFO same-position peer median	18 peers	$3,987,764

Ratios express the CEO's total compensation relative to the CFO and to the median of other active named executive officers, as disclosed in the Summary Compensation Table. The cohort-implied ratio applies the same-position peer medians for the CEO and CFO roles; it is shown only when both roles meet the peer data-count threshold.

Per-Position Benchmarking — 18-company disclosed peer set (FY2025)

Role	Total Comp	Peer Median	Percentile	Gap vs Median	Mix	Peer Coverage
Patrick Pacious President and Chief Executive Officer	$8.1M	$15.3M	22nd	−$7.2M (−47%)	80.1% at-risk	n=18
Scott Oaksmith Senior Vice President, Chief Financial Officer	$3.4M	$4.0M	39th	−$597k (−15%)	77.6% at-risk	n=18
Simone Wu SVP, General Counsel and Secretary	$2.2M	$3.4M	36th	−$1.2M (−35%)	69.3% at-risk	n=14
Patrick Cimerola Chief Human Resources Officer ⚠ Transition-year¹	$1.8M	$2.2M	29th	−$434k (−20%)	66.4% at-risk	n=7

¹ Transition-year: FY2025 package includes first-year equity awards and/or partial-period base salary that are not steady-state run-rate; the peer comparison reflects disclosed compensation for established incumbents — interpret with caution. Peer median is the unweighted median of the most-recent disclosed total compensation for the same canonical position across the issuer's named peers.

Non-benchmarked executives (role does not map to a canonical benchmarkable position across the disclosed peer set): Dominic Dragisich (EVP, Operations & Chief Global Brand Officer). Absolute compensation for these executives appears on the Named Executive Officer Summary page.

Analytical Observations

CEO Patrick Pacious ranks at the 22nd percentile — −$7.2M (−47%) versus the $15.3M same-role peer median across 18 disclosed peers.
Internal CFO-to-CEO total-comp ratio at Choice Hotels International, Inc. is 42% ($3.4M / $8.1M) — 16pp wider than the peer-median CFO/CEO ratio of 26%.
Patrick Cimerola: FY2025 figures include transition-year compensation (first-year equity and/or partial-period salary). FY2026 will be the first steady-state year for direct peer comparison.

Choice Hotels International, Inc. — Annual Incentive Payout

Metric	Value
Annual Incentive Target (% of salary)	200%
FY Actual Payout (% of target)	95.5%
Result	Below target by 4 pp

Peers Paying Below Target — Who Missed

Peer	Payout (% of target)	vs. Target
WEN	40%	−60 pp
CMG	53%	−47 pp
BLMN	66%	−34 pp
MTN	92%	−8 pp
DIN	92%	−8 pp

5 of 13 disclosed peers whose annual-incentive payout is stated as a percentage of target paid below target this cycle. A further 1 peer disclosed an annual-incentive payout without stating what it is a percentage of; that one is excluded from this comparison.

Total Direct Compensation — All Active Named Executive Officers (FY2025)

Base SalaryCash IncentiveEquity AwardsOther

At-Risk Pay Mix (CEO FY2025)

Component	At-Risk?
Base Salary	No
Cash Incentive	Yes (performance)
Equity Awards (LTI)	Yes

80.1% of CEO compensation is variable (performance- or equity-based). Fixed pay represents 19.9% of total.

LTI Design: PSU 100%.

Peer Positioning (CEO TDC)

Metric	Value
Choice Hotels International, Inc. CEO TDC	$8.1M (22nd of peer group)
Peer Group Median	$15.3M
Percentile Position	22nd

Pay-Mix Trajectory (CEO, FY2023–FY2025)

Component	FY2023	FY2024	FY2025
Base Salary	18.0%	15.7%	16.0%
STI (Cash Incentive)	46.2%	42.9%	30.5%
LTI (Equity)	31.4%	38.5%	49.5%
Other	4.5%	2.8%	4.0%

Trend over FY2023→FY2025: LTI +18.1pp, STI -15.7pp (largest mover first).

Granted vs. Realizable Compensation

Granted (SCT)Realizable (current stock price)

Realizable Pay Summary

Item	Value
CEO FY2025 SCT Total	$8.1M
CEO Grant-Date Fair Value (GDFV)	$4.0M
CEO Realizable Pay††	$46.8M
Realizable-to-Granted Ratio††§	5.80×

Equity NRV Drift: FY-End vs. Current

NRV @ FY-end close ($95.26)NRV @ Current ($111.49, as of 2026-08-02)

Change-in-Control & Termination Provisions

Executive	Agreement Type	Severance Multiple	CIC Multiple	Equity Acceleration
Patrick Pacious	—	Plan-based	Plan-based	Plan terms
Dominic Dragisich	—	Plan-based	Plan-based	Plan terms
Scott Oaksmith	—	Plan-based	Plan-based	Plan terms
Simone Wu	—	Plan-based	Plan-based	Plan terms
Patrick Cimerola	Disclosed in CD&A	1.346× (salary)	2.0× (double trigger)	Double-trigger full acceleration

"Plan-based" indicates severance and change-in-control benefits are determined under the company's Other NEO Severance Benefit Agreements (Oaksmith, Dragisich, Wu, Cimerola) and equity plan change-in-control provisions rather than a stated per-executive multiple; calculated payout amounts are disclosed in the proxy's Potential Payments Upon Termination or Change of Control table. Individually negotiated agreements are labeled by agreement type.

Key Program Provisions

Governance Feature	Status
Clawback Policy	Yes — in place
Anti-Hedging Policy	Yes — in place
Executive Stock Ownership Guidelines	5x salary

Provisions disclosed in CD&A section of 2026-04-22. Equity vesting governed by plan terms.

Quantified Termination & Change-in-Control Economics — FY2025

Executive	Scenario Basis	Cash Severance	Equity Acceleration	Total Estimated
Patrick Pacious	Involuntary termination (without cause)	$7,800,000	$21,059,224	$31,440,489
Patrick Pacious	Change-in-control (involuntary termination)	$9,750,000	$23,718,883	$33,468,883
Dominic Dragisich	Involuntary termination (without cause)	$1,009,616	$7,511,823	$9,393,126
Dominic Dragisich	Change-in-control (involuntary termination)	$3,225,000	$9,174,110	$12,399,110
Scott Oaksmith	Involuntary termination (without cause)	$908,654	$1,067,484	$2,651,056
Scott Oaksmith	Change-in-control (involuntary termination)	$2,700,000	$2,397,313	Not disclosed
Simone Wu	Involuntary termination (without cause)	$787,500	$1,042,621	$2,183,326
Simone Wu	Change-in-control (involuntary termination)	$1,872,000	$1,840,518	$3,712,518
Patrick Cimerola	No quantified termination table disclosed for this executive	—	—	—

Amounts reflect estimated payments upon the stated triggering event as disclosed in the issuer's Potential Payments Upon Termination or Change of Control table; actual amounts depend on the timing and circumstances of any separation.

Grants of Plan-Based Awards — FY2025 (CEO)

Award Type	Grant Date	Threshold Shares	Target Shares	Maximum Shares	Grant Date Fair Value	Vesting
PSU	2025-02-27	0	27,920	64,216	$4,000,098	Per equity plan terms

Other Named Executive Officer Equity Awards — FY2025

Executive	Title	Grant Date	Award Mix	Shares	Target Value	Performance Notes
Dominic Dragisich	EVP, Operations & Chief Global Brand Officer	2025-02-27	PSU $2.5M (100%)	17,450	$2,500,062	3-Year Cumulative EPS
Scott Oaksmith	Senior Vice President, Chief Financial Officer	2025-02-27	PSU $2.0M (100%)	13,960	$2,000,049	3-Year Cumulative EPS
Simone Wu	SVP, General Counsel and Secretary	2025-02-27	PSU $1.2M (100%)	8,376	$1,200,030	3-Year Cumulative EPS
Patrick Cimerola	Chief Human Resources Officer	2025-02-27	PSU $890k (100%)	6,213	$890,137	3-Year Cumulative EPS

LTI Design Summary

Feature	Detail
LTI Mix	PSU 100%
Performance Metric	3-Year Cumulative EPS
Vesting Period	PSU 3-year vesting

Equity grant details are sourced from the Grants of Plan-Based Awards table in the annual proxy statement. Grant date fair values for PSU/RSU awards reflect Monte Carlo simulation and/or closing price on grant date as disclosed. Full vesting schedule and performance conditions appear in the company's annual proxy statement.

Outstanding Options — Summary

Item	Value
Current Share Price	$111.49
Option Grants Underwater	22
Aggregate Underwater Amount	$2.3M
Aggregate In-the-Money Value	$4.6M

Outstanding Option Awards by Executive

Executive	Exercise Price	Unvested Options	Status	Intrinsic Value
Patrick Pacious	$146.68	17,340	Underwater	$610k
Dominic Dragisich	$146.68	17,340	Underwater	$610k
Patrick Pacious	$146.68	5,782	Underwater	$203k
Dominic Dragisich	$146.68	5,782	Underwater	$203k
Scott Oaksmith	$146.68	4,377	Underwater	$154k
Dominic Dragisich	$123.71	6,627	Underwater	$81k
Patrick Pacious	$123.71	5,865	Underwater	$72k
Patrick Pacious	$123.71	5,862	Underwater	$72k
Simone Wu	$146.68	1,881	Underwater	$66k
Patrick Cimerola	$146.68	1,735	Underwater	$61k
Scott Oaksmith	$146.68	1,462	Underwater	$51k
Patrick Cimerola	$123.71	2,420	Underwater	$30k
Simone Wu	$123.71	2,053	Underwater	$25k
Scott Oaksmith	$123.71	1,531	Underwater	$19k

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.

A ↓ Say-on-Pay grade — outlook declining (two-year decline through the latest vote (read from the tail of the window, so it is independent of the window's opening value)). The letter reflects the latest vote level only; the outlook is a separate signal reading the direction of the disclosed series and never moves the letter. This page shows the most recent 5 of 9 disclosed votes; chart, vote detail, grade, outlook and narrative are all measured over that same span.

Say-on-Pay Approval Trend (FY2021–FY2025)

FY2025 Vote Detail

Category	Votes	%
For	36,213,116	92.32%
Against	3,011,948	—

Velarion Assessment

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.

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.

Named Peer Group (FY2025 Proxy) — 18 Named Peers

#	Company	Ticker	In Group
1	Hilton Worldwide Holdings Inc.	HLT	Yes
2	Hyatt Hotels Corp.	H	Yes
3	Marriott International, Inc.	MAR	Yes
4	MGM Resorts International	MGM	Yes
5	Wyndham Hotels & Resorts, Inc.	WH	Yes
6	Wynn Resorts Ltd.	WYNN	Yes
7	Host Hotels & Resorts, INC.	HST	Yes
8	Chipotle Mexican Grill, Inc.	CMG	Yes
9	Dine Brands Global, Inc.	DIN	Yes
10	Domino's Pizza, Inc.	DPZ	Yes
11	Wendy's Co.	WEN	Yes
12	Wingstop Inc.	WING	Yes
13	Bloomin' Brands, Inc.	BLMN	Yes
14	Brinker International, Inc.	EAT	Yes
15	Papa Johns International Inc	PZZA	Yes
16	Caesars Entertainment, Inc.	CZR	Yes
17	Las Vegas Sands Corp.	LVS	Yes
18	Vail Resorts Inc.	MTN	Yes

Choice Hotels International, Inc.'s peer group consists of companies that compete for executive talent in the same industry and size range.

Compensation Consultant

Meridian Compensation Partners serves as the independent compensation consultant.

Peer-Set Construction Quality

Peer-Set Quality42/100Limited

3 of 18 peers reciprocate · size outliers: CMG, HLT, HST

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.

Peer Set Construction Notes

42/100

PSQ Score

Limited

17%

Reciprocity

3 of 18 peers

8

Sector Overlap

peers share primary sector

5

Size Outliers

CMG, HLT …

The 18-company peer group includes 5 size outliers — CMG, HLT, HST and 2 more — with market capitalizations that differ materially from the subject company. These peers may reflect aspirational or strategic benchmarking choices rather than direct comparability.

3 of 18 peers (17%) independently include this company in their own disclosed compensation peer groups, providing bilateral validation of comparability. The remaining 15 peers did not reciprocate, which may reflect one-directional aspirational selection or recent updates to those companies' own peer rosters.

8 of 18 disclosed peers (44%) share the same primary sector classification as the subject company. A below-majority sector alignment may introduce cross-industry compensation distortion when benchmarking total compensation levels.

Year-over-year, the peer group changed by 0 additions and 0 removals from FY2024, yielding a 100% retention rate. Higher retention rates (>70%) indicate stable, intentional peer group construction; lower rates warrant committee discussion of the selection rationale.

Evidence — Year-over-Year Peer Set 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.

Disclosure Quality90/100Strong

What Changed Year-over-Year (FY2024 → FY2025) Year-over-year design changes vs FY2024 — CD&A and peer-group disclosures

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).
Stock Ownership Guidelines: 5.0x salary → 5x salary.

Incentive Design — Choice Hotels International, Inc. vs. Named Peers

Company	STI Metrics	STI Max	PSU / LTI Metrics
Choice Hotels International, Inc. (CHH)	Adjusted Operating Income, Corporate Revenue, Strategic Initiatives plus 1 more	200%	3-Year Cumulative EPS
Hilton Worldwide Holdings Inc. (HLT)	Adjusted EBITDA, Business Area Performance, Organizational Strength	200%	Adjusted EBITDA, FCF per share, NUG CAGR plus 1 more
Hyatt Hotels Corp. (H)	Adjusted Compensation EBITDA, Management and Franchising Segment Adjusted Compensation EBITDA, Strategic Priorities (enterprise scorecard) plus 1 more	—	—

Peer cohort: 18 named peers; full comparison on following page(s).

LTI Design — Choice Hotels International, Inc.

Element	Detail
Primary Vehicle	PSU 100%
PSU / Performance Metric	3-Year Cumulative EPS
Performance Period	PSU 3-year performance
Vesting Schedule	PSU 3-year vesting

STI Payout Structure

Level	Payout
Threshold	50
Target Bonus (% of salary)	200%
Maximum (% of target)	200%
FY2025 Actual Payout (% of target)	95.5%

PSU Payout Scale Payout scale not disclosed

Velarion Assessment The program has evolved toward long-term performance emphasis with a concentrated but pure-PSU LTI structure, though the single-metric design and above-target realized payouts against weak short-term TSR create calibration tension that warrants structural review before the FY2026 grant cycle.

Incentive Design — Named Peers (3–14 of 18)

Company	STI Metrics	STI Max	PSU / LTI Metrics
Marriott International, Inc. (MAR)	Company-wide Adjusted EBITDA, Growth Metrics Component	200%	2027 Adjusted EBITDA
MGM Resorts International (MGM)	Compensation Adjusted EBITDAR, Strategic Plan Execution	200%	Relative TSR
Wyndham Hotels & Resorts, Inc. (WH)	Adjusted EBITDA, Global Net Room Growth	—	—
Wynn Resorts Ltd. (WYNN)	North America, 2025 Adjusted Property EBITDAR, Macau Operations, 2025 Adjusted Property EBITDAR, Wynn Las Vegas, Market Share of Gross Gaming Revenues plus 2 more	300%	Las Vegas Operations Revenue Fair Share of Hotel Rooms, Las Vegas Operations Adjusted Property EBITDAR Fair Share of Hotel Rooms, Absolute Total Shareholder Return
Host Hotels & Resorts, INC. (HST)	Capex Cash Flow, Return on Invested Capital (ROIC), Individual performance based on contributions to achieving the Company's annual business plan	200%	Adjusted EBITDA, Relative TSR
Chipotle Mexican Grill, Inc. (CMG)	Comparable Restaurant Sales (CRS), Restaurant Cash Flow (RCF) Margin %, Site Assessment Requests (SARs) plus 1 more	275%	3-year cumulative base RCF Dollars, Total number of new restaurant openings (NROs)
Dine Brands Global, Inc. (DIN)	Dine Brands Adjusted EBITDA, IHOP Business Unit Adjusted EBITDA, Applebee's Business Unit Adjusted EBITDA plus 2 more	200%	Cumulative Adjusted EBITDA, Net Development Target
Domino's Pizza, Inc. (DPZ)	Incentive Adjusted EBITDA	250%	Incentive Adjusted EBITDA growth, Global retail sales growth, excluding foreign currency impact
Wendy's Co. (WEN)	Adjusted EBITDA, Global Same-Restaurant Sales Growth, Global Net Unit Growth	200%	Global Systemwide Sales Growth, Global Company-Operated Restaurant Margin Acceleration
Wingstop Inc. (WING)	Adjusted EBITDA Growth, Net New Units	200%	Return on Incremental Invested Capital (ROIIC)
Bloomin' Brands, Inc. (BLMN)	Adjusted Revenue, Adjusted Operating Income, Individual Performance	150%	Adjusted EPS, Free Cash Flow Conversion
Brinker International, Inc. (EAT)	Adjusted PBT, Revenue KPI	200%	Adjusted EBITDA

Incentive Design — Named Peers (15–18 of 18)

Company	STI Metrics	STI Max	PSU / LTI Metrics
Papa Johns International Inc (PZZA)	Adjusted EBITDA, North America Comparable Sales, International Comparable Sales plus 2 more	200%	Total Shareholder Return, Cumulative System-wide Sales
Caesars Entertainment, Inc. (CZR)	Adjusted EBITDA	Not disclosed	—
Las Vegas Sands Corp. (LVS)	Adjusted EBITDA, ESG metrics (recognition on ESG indices, carbon emissions reduction, compliance/responsible gaming programs, gender diversity)	115%	No PSU program
Vail Resorts Inc. (MTN)	Resort Reported EBITDA	200%	No PSU program

Predicted ISS Qualitative Commentary

Velarion simulation

Choice Hotels International, Inc.'s compensation program registers low concern across all three Velarion compensation risk screens, with the Pay-to-Median Ratio (PMR) screen showing CEO pay at 0.53x the peer median of $15.3M, the Pay-Performance Alignment (PPA) screen scoring 16, and the Pay-TSR Alignment (PTA) screen at -7.2. 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.

The CEO pay-mix trajectory shows equity weight expanded from 31.4% in FY2023 to 49.5% in FY2025, an 18.1 percentage-point increase, while STI compressed from 46.2% to 30.5%. This evolution aligns with the philosophy's emphasis on "long-term shareholder value creation" and moves toward peer norms where LTI dominates CEO packages.
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 FY2023→FY2025 pay-mix trajectory shows STI contracted 15.7 percentage points while LTI expanded 18.1 points, shifting the program toward long-term performance emphasis. This structural evolution aligns with the 100% PSU LTI vehicle mix and the committee's stated philosophy to "drive long-term shareholder value creation." The committee could consider whether the STI target at 200% of salary still matches this rebalanced risk profile ahead of the May 2027 annual meeting.
Pay-Disclosure Alignment (Minor Gap) — The annual disclosure states: 'Emphasize pay for performance, pay competitively to attract and retain the best talent and drive long-term shareholder value creation.' CEO total compensation of $8.1M ranks with available data, positioned toward the lower end of the peer range — a lean outcome given the stated competitive-pay philosophy.

Key Monitoring Items for the Next Proxy Season

The annual disclosure-advisor screen reads low, but qualitative screening may weight the payout-TSR disconnect in the 2026 report. The committee must add a capital-efficiency or cash-flow metric to the PSU scorecard and tighten rTSR modifier bandwidth before the FY2026 grant cycle.
The committee must recalibrate FY2026 target positioning for the interim CEO role and document the calibration rationale in the FY2026 CD&A, or risk investor skepticism that cost discipline compromised leadership continuity.
The committee must pre-empt further erosion through proactive engagement with top-5 holders before the May 2027 annual meeting and publish a formal pay-for-performance narrative that addresses the 136% PSU payout against negative TSR.
PSU scorecard metric diversification — Single-metric 3-Year Cumulative EPS design with ±15% rTSR modifier contrasts with HLT's four-metric scorecard and WING's dual-metric approach. The 136% payout against -32.3% 1-year TSR creates calibration vulnerability. — The committee must add a capital-efficiency or cash-flow metric to the FY2026 PSU grant and tighten the rTSR modifier bandwidth before the FY2026 grant cycle, with design documentation ready for the May 2027 proxy.
Shareholder engagement plan for top-5 holders — SoP support eroded 241 bps to 92.3% in FY2025, trailing the rest of the ballot by 7.0 pp. The committee's prior 95% validation threshold is now breached. — The committee must initiate engagement with the top-5 institutional holders by Q4 2026, armed with realizable-pay framing and the 3-year TSR counter-narrative, to pre-empt qualitative proxy-advisor escalation in the 2026 report.

Primary Data Sources

Data Element	Source	Filing / Date
Executive compensation (SCT)	Annual proxy statement	Filed 2026-04-22
Say-on-Pay vote result	8-K / Proxy	Most recent annual meeting
CD&A narratives, STI/LTI design	Annual proxy statement	Filed 2026-04-22
Equity grants (plan-based awards table)	Annual proxy statement	Filed 2026-04-22
Peer group composition (18 peers)	Annual proxy statement	FY2025 proxy
Peer company compensation data	Velarion Universe (public company filings)	FY2023–FY2025
Stock price & TSR calculations	Public market data	Current

Methodology Notes

Rank denominators: The 18-peer disclosed cohort is the full set of named peers in this proxy. Per-position rank statements use a coverage subset (denominator varies by role) where peer disclosure data is available — n=18 for CEO total compensation comparisons and n=19 for full-panel charts (subject company plus compensated peers). Peers excluded from a specific analysis due to no compensation data on record are noted in the relevant page footnote. Every rank citation names its denominator inline.
Realizable pay is a Velarion-computed measure — cash compensation paid plus current market value of unvested equity. Full definition, award treatment, share counts and the valuation anchor (with its as-of date) are stated in the Realizable Pay Methodology note below.
TSR calculations use ISS-aligned 1-year and 3-year horizons from Velarion market data; 5-year cumulative return reported where available.
Peer data currency: Peers with most recent proxies filed use current data; remaining peers use most recently available fiscal year.
Say-on-Pay: The authoritative figure is as reported in the 8-K or proxy. This figure is used throughout the report.
ISS screens: Quantitative assessment reflects application of public ISS methodology; formal ISS determination is made annually at proxy season.
Pay-for-performance horizons: RDA and PTA screens use the number of CEO compensation history years available. The horizon is shown inline on each metric.

Realizable Pay Methodology

What it is: Realizable pay is a Velarion-computed measure, not a figure the company discloses. It estimates what an executive's FY2025 compensation is worth today: cash compensation paid for the fiscal year (base salary plus the annual cash incentive actually paid) plus the current value of equity awards that remain unvested.
Valuation anchor: Unvested equity is valued at $111.49 per share, the closing price as of August 2, 2026. Realizable figures move with the share price; the figures in this report are reproducible only against that price and date.
Included: Unvested full-value awards (restricted stock and restricted stock units; performance shares and performance stock units) and unvested stock options and stock appreciation rights.
Excluded: Equity already vested or exercised, retirement and deferred-compensation balances, and perquisites and other benefits. Vested holdings are not part of realizable pay.
Unvested, unearned and performance awards: Full-value awards are valued at unvested shares × the anchor price. Performance awards — including awards still unearned pending performance certification — are included at the unvested share count reported in the company's outstanding-awards table (target unless the company reports a different count): not probability-weighted, not at maximum payout. Options and SARs are valued at intrinsic value: max(0, anchor price − exercise price) × unvested shares.
Share counts: Unvested share counts as reported in the company's outstanding equity awards table as of fiscal year end. The same share counts are used at every price anchor, so any two realizable figures for the same executive differ only by the price they were struck at.
The ratio: Realizable-to-granted = realizable pay ÷ total compensation reported in the company's summary compensation table for the same fiscal year ("granted"). For the CEO: $46.8M ÷ $8.1M = 5.80×.

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.

This report is provided for informational purposes only and does not constitute investment, legal, tax, accounting, compensation, or other professional advice. It is based in part on public filings and other information believed to be reliable as of the report date, but Velarion does not guarantee completeness, accuracy, or currentness. Users are responsible for their own decisions and should review original source materials and consult appropriate advisors.

ISS methodology assessments reflect application of publicly disclosed ISS proxy voting guidelines. ISS makes formal proxy recommendations annually; this report's references to ISS screens are analytical and directional only. Actual ISS recommendations may differ.

Realizable pay estimates use a stock price of $111.49 per share as of August 2, 2026 as the computation input. Future stock price movements will change the realizable value of unvested equity. Past TSR performance is not indicative of future returns.

This report is the property of Velarion Company Intelligence. All analytical frameworks, peer benchmarks, and methodology references reflect Velarion's proprietary research process. Reproduction or redistribution of this report should retain the Velarion attribution.

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Choice Hotels International, Inc. (CHH) · FY2025 Executive Compensation Review