Brian Bainum
CHOICE HOTELS INTERNATIONAL INC /DEAbout Brian B. Bainum
Brian B. Bainum (age 40) has served on Choice Hotels International’s Board since 2019. He is a management consultant with enterprise digital transformation experience at Deloitte Consulting and Infosys, holds an MBA from UCLA Anderson, and previously worked in hotel operations at Sunburst Hospitality and in franchise development at Choice Hotels . He is designated non-independent under NYSE standards; all nominees except Stewart W. Bainum, Jr., Brian B. Bainum, and CEO Patrick S. Pacious are independent . The Bainum family and affiliated entities collectively beneficially own approximately 42% of CHH’s outstanding shares (as of March 17, 2025) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte Consulting, LLP | Consultant (enterprise digital transformations) | Not disclosed | Brings operational and technology transformation perspective to CHH board |
| Infosys Limited | Consultant | Not disclosed | Enterprise digital and systems experience |
| Sunburst Hospitality Corporation | Hotel operations roles (pre-board career) | Not disclosed | Ground-level hospitality operations insight |
| Choice Hotels International | Franchise development (pre-board career) | Not disclosed | Franchise system experience |
| Artis Senior Living, LLC | Governing Council member (2016–), Managing Member (since 2023) | 2016–present | Senior living operator; governance/real estate exposure |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| White Oak Enterprises, Inc. (f/k/a Realty Investment Company, Inc.) | Chairman & Director | Since 2017; Chair since 2023 | Private | Bainum family investment management company |
| Sunburst Hospitality Corporation | Chairman & Director | Since 2017; Chair since 2023 | Private | CHH franchisee; potential related-party exposure |
| Three Graces Foundation | Director | Not disclosed | Non-profit | Philanthropy focus |
| SunBridge Manager, LLC | Investment Committee; Director/Chair (historical) | Committee since 2012; Director since 2017; Chair since 2023 | Private | Listed in 2024 proxy; not in 2025 bio |
Board Governance
- Committee assignments: Diversity Committee member (DC); no chair roles disclosed .
- Independence status: Non-independent (family and affiliated ownership; see below) .
- Board meeting attendance: In 2024, the Board held 4 meetings; all directors attended ≥75% of Board and committee meetings; four executive sessions of independent directors were held, chaired by Lead Independent Director Gordon A. Smith .
| Governance Item | 2023 | 2024 |
|---|---|---|
| Total Board meetings (count) | 11 | 4 |
| Executive sessions (count) | 3 | 4 |
| Attendance threshold | All directors ≥75% | All directors ≥75% |
Fixed Compensation
| Year (Paid for FY2024) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Brian B. Bainum | 100,500 | 152,596 (ASC 718 grant-date FV) | 7,352 | 260,448 |
- All Other Compensation includes reimbursements for spousal travel and the “Stay at Choice” program, with a tax gross-up applied to Stay at Choice reimbursements .
Performance Compensation
| Equity Award Type | Grant-date Fair Value ($) | Vesting Schedule | Performance Metrics |
|---|---|---|---|
| Director stock award (RSUs/restricted stock) | 152,596 (ASC 718) | Restricted stock reported on Form 5 vests in three annual installments beginning on the first anniversary of grant date | No performance-conditioned metrics disclosed for director equity; time-based vesting only |
Other Directorships & Interlocks
- White Oak/Bainum family aggregated ownership: As of March 17, 2025, White Oak, Bainum family members and related trusts had shared voting rights over 19,725,683 shares (~42.3% of outstanding) . In 2024, the aggregate was ~40.2% (19,970,030 shares) .
- Sunburst Hospitality is a CHH franchisee (six hotels as of 12/31/2023); Stewart W. Bainum, Jr. and other Bainum family members have a controlling interest; Brian B. Bainum is a director/owner. Sunburst paid ~$0.9 million in 2023 in franchising/royalty/marketing/reservation fees under CHH standard fee schedules .
Expertise & Qualifications
- MBA (UCLA Anderson); digital commerce/enterprise transformation; hospitality operations and franchise experience .
- Board qualifications emphasize real estate development/investment perspectives, operational hotel experience, and shareholder alignment through significant family share ownership .
Equity Ownership
| Item | 2023 | 2024 | 2025 |
|---|---|---|---|
| Shares beneficially owned (Trust/direct) | 14,196 | 18,183 | 136,592 (Brian Bainum Declaration of Trust and Mr. Bainum direct) |
| Unvested restricted stock (counts toward table per footnote definitions) | 2,399 | 2,475 | 2,514 |
| Notes | Includes trust holdings; also 6,595 shares owned by a trust for the sole benefit of Mr. Bainum’s descendants; Mr. Bainum has no voting authority over family trusts or White Oak | ||
| Shares outstanding (for % calculations in proxy tables) | 51,282,502 (as of 3/20/2023) | 49,666,578 (as of 3/18/2024) | 46,665,006 (as of 3/17/2025) |
Insider Trades
| Date | Code | Security | Amount | Ownership Form | Notes |
|---|---|---|---|---|---|
| 04/19/2022 | J | Common Stock | 2,065 (A and D entries for award distribution) | D and I | Restricted stock from plan; vesting distribution to Brian; indirect holdings per footnote |
| 05/01/2022 | J | Common Stock | 350 (A and D) | D and I | As above |
| 05/07/2022 | J | Common Stock | 405 (A and D) | D and I | As above |
| End of FY2022 | — | Common Stock | 14,196 beneficially owned (indirect) | I | Via Brian Bainum Declaration of Trust; vesting/distributions noted |
- Footnote: “Restricted stock vests in three annual installments beginning on first anniversary of grant date.” Shares owned by BBDEC Ventures, LLC were distributed to the Brian Bainum Declaration of Trust .
Related Party Exposure and Policy
- CHH Related Party Transaction Policy requires approval of a majority of all independent directors for related-party transactions >$1 million; transactions under $1 million may be approved by the Corporate Governance and Nominating Committee. Pre-approved categories include franchise agreements and incentives on substantially the same terms as for non-affiliated parties .
- Sunburst Hospitality (controlled by Bainum family; Brian is director/owner) paid ~$0.9 million to CHH in 2023 under standard franchise fee schedules; historical spin-off arrangements include a Strategic Alliance Agreement with defined fees and liquidated damages provisions for Sunburst franchises .
Governance Assessment
- Independence and conflicts: Non-independent due to significant family ownership and direct roles at White Oak/Sunburst; aggregated Bainum voting control rose from ~40.2% (2024) to ~42.3% (2025), increasing influence over CHH governance—this is a red flag for minority investor alignment .
- Attendance and engagement: Board/committee attendance above 75% in 2023 and 2024; robust shareholder outreach in 2024 (contacted >90% of outstanding shares; met with >54%) supports governance engagement .
- Director compensation alignment: Mix is cash plus time-based equity (no PSUs), consistent with market; however “Stay at Choice” reimbursements include a tax gross-up, which some investors may view as shareholder-unfriendly perk—flag as a minor governance concern .
- Related-party controls: Existence of formal policy and independent director approvals mitigates risk, but ongoing Sunburst franchise payments and family control require continued scrutiny of transaction terms and committee oversight .
Board Governance Details (Committee Snapshot)
| Director | Independence | Committees |
|---|---|---|
| Brian B. Bainum | Non-Independent | Diversity Committee member (DC) |
Say-on-Pay & Shareholder Feedback (Context)
- 2024 say-on-pay approval: 99% in favor; outreach contacted >90% of outstanding shares and met with >54%, including governance topics and clawback policy discussions .
RED FLAGS
• Non-independence and concentrated family ownership (~42.3% in 2025) **[1046311_0001046311-25-000009_chh-20250414.htm:100]** **[1046311_0001046311-24-000016_chh-20240415.htm:12]**.
• Ongoing related-party franchise revenues from Sunburst controlled by Bainum family; Brian is a director/owner **[1046311_0001046311-24-000014_chh-20240405.htm:103]**.
• Tax gross-up on director Stay at Choice reimbursements **[1046311_0001046311-25-000009_chh-20250414.htm:84]**.