Dominic Dragisich
Executive Vice President, Operations & Chief Global Brand Officer at 
CHOICE HOTELS INTERNATIONAL INC /DE
CHOICE HOTELS INTERNATIONAL INC /DEExecutive
About Dominic Dragisich
Dominic E. Dragisich is Executive Vice President, Operations & Chief Global Brand Officer at Choice Hotels International (CHH). He has led CHH’s brand segments (Upscale, Core, Extended Stay), franchise development, operations, international, and corporate development since September 1, 2023, after serving as CFO from March 2017 to September 2023 . He was 41 at the time of his appointment to the EVP role (August 30, 2023) . Company performance metrics tied to his and the NEO team’s incentives include cumulative EPS and relative TSR: the 2022–2024 PVRSU cycle paid at 200% based on EPS of $18.76 vs. $14.91 target (TSR modifier neutral at the 49th percentile) . In 2024, CHH delivered a 12% YoY increase in adjusted EBITDA and a 13% YoY increase in adjusted EPS (company level) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Choice Hotels International | EVP, Operations & Chief Global Brand Officer | Sep 2023–Present | Led brand portfolio operations; exceeded plan for openings, net rooms growth, new construction starts; drove platform EBITDA 6% above target; executed relaunch of four brands; growth across segments; launched three operational excellence initiatives . |
| Choice Hotels International | Chief Financial Officer | Mar 2017–Sep 2023 | Delivered record performance (as CFO through two-thirds of 2023): adjusted EBITDA +13% YoY to $540.5M and adjusted EPS +16% YoY to $6.11; led Radisson Americas acquisition and integration to $85M annual recurring synergies by YE . |
| XO Communications | Chief Financial Officer | 2015–2017 | Senior finance leadership prior to CHH; experience later leveraged at CHH . |
| XO Communications | VP, FP&A and Strategic Finance | 2014–2015 | Drove financial planning and strategic finance . |
| Marriott International | Senior Director, IR Business Consultancy | 2013–2014 | Role in IR/finance; hospitality exposure pre-CHH . |
| NII Holdings | Global Director, FP&A | 2012–2013 | Global FP&A leadership . |
| Deloitte Consulting | Various management positions | 2004–2012 | Consulting/operations and finance advisory foundation . |
External Roles
| Organization | Role | Years | Notes |
|---|
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Target Bonus ($) | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 750,000 | 115% | 862,500 | 1,127,719 | EVP Ops & Chief Global Brand Officer; MIP target/actual shown; “as of 12/31/2024” base and target % . |
Performance Compensation
Short-term incentive (MIP) – 2024 design and outcome
| Metric | Weighting | Target | Actual | Payout | Vesting/Payment |
|---|---|---|---|---|---|
| Adjusted Operating Income | Varies by role 40%–80% | $495.4M | $514.1M | 137.5% of target (metric funding) | Annual cash bonus; Dragisich 2024 actual $1,127,719 vs. $862,500 target . |
| Strategic Initiatives | Varies by role 20%–60% | Qualitative/scorecard | Over-performed | 115% of target (metric funding) | Annual cash bonus . |
Long-term incentive (LTI) structure and recent grants
- Mix: 75% PVRSUs (3-year cumulative EPS with ±15% rTSR modifier), 25% stock options (4-year ratable vest) .
- 2022–2024 PVRSU performance: EPS $18.76 vs. $14.91 target; payout 200% (no rTSR adjustment at 49th percentile) .
| Grant Year | Instrument | Grant-date FV (Probable) ($) | Notes |
|---|---|---|---|
| 2024 | PVRSUs | 1,875,107 | 3-year cumulative EPS with ±15% rTSR modifier . |
| 2024 | Options | 625,019 | Vest 25% per year over 4 years; 10-year term for 2020+ grants . |
| 2023 | PVRSUs | 1,695,074 | 3-year cumulative EPS with ±15% rTSR modifier . |
| 2022 | PVRSUs | 2,250,071 | Includes special TSR-based PVRSUs (10%/20%/70% vest years 3–5) . |
Equity Ownership & Alignment
Beneficial ownership and guideline compliance (as of March 17, 2025 unless noted)
| Item | Amount |
|---|---|
| Common Stock Beneficially Owned | 37,355 shares . |
| Right to Acquire within 60 days (stock options) | 79,882 shares . |
| Unvested Restricted Stock (voting rights retained) | 38,349 shares . |
| Ownership as % of Shares Outstanding | <1% (asterisk in table) . |
| Stock Ownership Guideline | 3.0x base salary requirement; actual 13.0x (as of 12/31/2024) . |
| Hedging/Pledging | Hedging prohibited for all associates (includes officers); associates (non-directors) prohibited from pledging; no directors currently have pledged shares; limited director exception for Bainum family structures . |
2024 exercises/vests (realized)
| Item | Quantity | Value |
|---|---|---|
| Options exercised in 2024 | 19,370 shares | $947,858 realized . |
| Shares vested in 2024 (RS/PSUs) | 19,268 shares | $2,116,204 realized . |
Outstanding equity awards at 12/31/2024 (selected)
| Grant Date | Type | Status | Quantity | Price/Value | Key Vesting/Term Notes |
|---|---|---|---|---|---|
| 2/28/2020 | Options | Exercisable | 21,296 | $91.28 strike | 10-year term; options vest 25% annually . |
| 2/26/2021 | Options | Ex/Unex | 25,575 / 8,525 | $104.87 strike | 10-year term; 25%/yr vest . |
| 2/25/2022 | RS | Unvested | 42,610 | $6,049,768 MV | RS generally vests 25%/yr; special Strategic Leadership Alignment RS vests 10%/20%/70% in years 3–5 . |
| 2/25/2022 | PVRSUs | Unearned | 17,897 | $2,541,016 MV | Earn on EPS/rTSR; 3-year cycle; some special TSR PVRSUs vest years 3–5 . |
| 3/2/2023 | Options | Ex/Unex | 3,312 / 9,939 | $123.71 strike | 10-year term; 25%/yr vest . |
| 3/2/2023 | PVRSUs | Unearned | 27,404 | $3,890,820 MV | 3-year EPS ±15% rTSR . |
| 2/29/2024 | Options | Unexercisable | 16,088 | $111.94 strike | 10-year term; 25%/yr vest . |
| 2/29/2024 | PVRSUs | Unearned | 33,502 | $4,756,614 MV | 3-year EPS ±15% rTSR . |
Option vesting: 25% per year beginning on the first anniversary; grants 2020+ have 10-year terms. RS vest 25% each year for 4 years (with noted special schedules). PVRSUs generally vest after the performance period; special TSR grants may vest years 3–5 at 10%/20%/70% .
Trading arrangements (potential selling pressure)
- Adopted a Rule 10b5-1 plan on November 24, 2024, covering exercise and sale of options on up to 10,500 shares; scheduled expiration February 23, 2026 .
Employment Terms
- Severance Benefit Agreement effective March 6, 2017: if terminated without cause or for good reason, continued base salary for 70 weeks; continued equity vesting for awards granted on/after March 6, 2017 during the 70-week period; medical/dental contributions continue; standard outplacement; 70-week non-compete and non-solicit; payments offset by new employment; arbitration provision .
- Change-in-control severance (double trigger within 12–24 months post-CoC): lump sum 200% of base salary plus 200% of annual bonus target; immediate vesting of all options, RS, and PVRSUs (PVRSUs at maximum performance per grant terms); non-compete and release required; no excise tax gross-up .
Potential payments (estimated as of 12/31/2024; share price $141.98):
| Scenario | Cash (Salary/Severance) | Health/Outplacement | Equity (Options/RSU/PVRSU) | Total |
|---|---|---|---|---|
| Termination without Cause/Good Reason | $1,009,616 salary continuation | $24,752 benefits; $18,000 outplacement | Options $679,025; RS $1,814,930; PVRSUs $3,953,291 | $7,499,614 |
| Termination Following Change of Control (Double Trigger) | $3,225,000 cash severance (200% base + 200% target bonus) | — | Options $981,232 (vest); RS $6,049,768 (vest); PVRSUs $7,178,651 (vest at max) | $17,434,651 |
| Disability | — | Disability income $5,206,500 | Options $981,232; PVRSUs $4,477,642; RS $6,049,768 | $16,715,142 |
| Death | — | Life insurance $1,000,000 | Options $981,232; PVRSUs $4,477,642; RS $6,049,768 | $12,508,642 |
Policy protections:
- Clawback policy compliant with NYSE, recoups incentive comp upon material restatement; applies to current/former officers .
- Hedging prohibited; pledging prohibited for associates; no directors currently have pledged shares .
- No excise tax gross-ups in severance arrangements .
Compensation Structure Analysis
- Cash vs. equity mix: For NEOs, 2024 TDC is heavily performance-based (avg 78% variable for “other NEOs”); LTI is 100% performance-linked via PVRSUs and options; Dragisich’s 2024 grants were PVRSUs $1.875M and options $0.625M (probable FV) .
- Metric rigor and outcomes: 2024 MIP used adjusted operating income and strategic initiatives; OI exceeded target ($514.1M vs. $495.4M), funding at 137.5%; strategic initiatives funded at 115%; Dragisich’s actual MIP 131% of target ($1.128M vs. $0.863M target) .
- Long-term metric changes: PVRSUs tied to 3-year EPS with a ±15% rTSR modifier; 2022–2024 payout at 200% indicates strong EPS outperformance with median-ish TSR .
- Special vesting constructs: Certain 2022 special RS and TSR PVRSUs vest 10%/20%/70% in years 3–5, back-weighting value and supporting retention (increases tail risk of selling around larger final tranches) .
Multi-year Compensation (Summary Compensation Table)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 750,000 | 1,875,107 | 625,019 | 1,127,719 | 111,868 | 4,489,713 |
| 2023 | 703,846 | 1,695,074 | 565,023 | 941,492 | 146,071 | 4,051,506 |
| 2022 | 633,846 | 8,500,106 | 1,000,027 | 1,271,233 | 107,217 | 11,512,429 |
2024 All Other Compensation components for Dragisich included: EDCP/Non-Qualified match $39,000; 401(k) match $17,250; Stay at Choice reimbursements $20,019; club dues $2,376; financial/tax planning $10,824; health & wellness $1,800; at-home cyber monitoring $5,029; tax payments under Stay at Choice $9,705; plus standard benefit items .
Performance & Track Record
- As CFO (2017–2023), helped deliver record 2023 results (as described for the year): adjusted EBITDA +13% YoY to $540.5M and adjusted EPS +16% to $6.11; led Radisson Americas acquisition/integration achieving $85M recurring synergies by year-end .
- As EVP (2024), exceeded plan on operational KPIs: hotel openings, net rooms (domestic/international), new construction starts; platform EBITDA +6% vs target; relaunched four brands; achieved strong growth across upscale, extended stay, and midscale segments .
- LTI results (company-level): 2022–2024 PVRSUs paid at 200% based on EPS outperformance; 3-year rTSR at the 49th percentile (no modifier) .
Employment Terms (Additional Detail)
- Definitions of “good reason” include material diminutions in compensation/role, material reporting/title changes, office relocation >35 miles, certain program changes, successor failure to assume agreement, non-renewal, or material breach (see structure generalized for NEOs/CEO) .
- For Dragisich and peers (not CEO), double-trigger CoC severance equals 200% of base plus 200% of target bonus; double-trigger immediate vesting applies to options/RS/PVRSUs granted on/after severance agreement dates .
Investment Implications
- Strong alignment via ownership and policies: Dragisich exceeds 3.0x ownership guideline (13.0x), with hedging prohibited and pledging not permitted for associates—reducing misalignment risk .
- Pay-for-performance is tight: 2024 cash bonus tied to OI and strategic initiatives; multi-year LTI tied to EPS with rTSR modifier; recent 200% PVRSU payout reflects execution on earnings growth even with middling relative TSR—supportive for longer-term EPS compounding but signals payout sensitivity to earnings trajectory .
- Retention risk mitigated by back-weighted equity: 2022 special awards with 10%/20%/70% vesting and continued vesting during 70-week severance window increase stickiness—lower flight risk through final tranches .
- Potential selling overhang manageable: a 10b5-1 plan (up to 10,500 option shares through Feb 2026) and scheduled option/PSU vests create periodic supply, but large personal ownership and guideline compliance reduce short-term monetization incentives .
- Change-in-control economics: Double-trigger 2x cash and full equity acceleration (PVRSUs at max) could influence negotiation posture in strategic transactions—shareholder-friendly in preventing entrenchment but creates potential windfall optics if a sale follows high EPS cycles .