Donna Vieira
CHOICE HOTELS INTERNATIONAL INC /DEAbout Donna F. Vieira
Donna F. Vieira is Executive Vice President and Chief Commercial Officer at Sallie Mae, with prior senior roles at JPMorgan Chase and American Express focused on consumer marketing, product development, and digital transformation. She is an independent director of Choice Hotels International (CHH), age 60, serving since 2021, and sits on the Audit Committee and the Human Capital & Compensation Committee . The Board has determined she is independent under NYSE standards and the Company’s stricter independence policies . In 2024, the Board held four meetings and each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
Past Roles
| Organization | Role | Committees/Impact |
|---|---|---|
| Sallie Mae | EVP & Chief Commercial Officer (top-line revenue, pricing, products, sales, marketing, customer/digital experience, BD oversight) | Consumer and financial services expertise applicable to CHH |
| JPMorgan Chase | Former Chief Marketing Officer, Consumer Banking & Wealth Management | Led strategic marketing, brand and digital initiatives to grow deposits/investments |
| American Express | Senior roles in marketing and product development | Launched Blue Business, Business Membership Rewards; member of Open Small Business launch team |
External Roles
| Organization | Role |
|---|---|
| Delaware Office of the Treasurer’s Plans Management Board | Chair (appointed by Governor John Carney) |
| Executive Leadership Council | Member |
| Other public company boards | None |
Board Governance
- Committee assignments: Audit Committee member; Human Capital & Compensation (HCCC) Committee member .
- Committee meeting cadence (2024): Audit Committee (8 meetings) ; HCCC (4 meetings) ; Corporate Governance & Nominating (3) ; Diversity Committee (2) .
- Independence: Eight of eleven directors are independent; Vieira listed among independent directors .
- Executive sessions: Independent directors met in executive session four times in 2024; led by Lead Independent Director Gordon A. Smith .
- Governance policies: Robust stock ownership and holding requirements; clawback policy; hedging prohibited for associates (limited exception only for Bainum family directors for certain indirectly held shares); pledging prohibited for associates (directors require approval; no directors currently have pledged shares) .
Fixed Compensation
| Component | Details |
|---|---|
| Fees Earned (2024) | $103,500 |
| Stock Awards (2024) | $152,596 (grant date fair value per FASB ASC 718) |
| All Other Compensation (2024) | $1,057 (includes allowable reimbursements such as spousal travel and “Stay at Choice” program; tax gross-up applies to “Stay at Choice” reimbursements) |
| Total (2024) | $257,153 |
| Director equity form | Stock portion of annual retainer typically paid as restricted stock; vests in equal amounts over three years |
| Committee cash schedule | Audit member up to $15,000; HCCC member up to $10,000; Corporate Governance & Nominating member up to $10,000; Diversity member up to $10,000; Committee Chair: Audit $20,000, HCCC $20,000, CGN $10,000, Diversity $10,000; Lead Independent Director $30,000; excess meeting fees $2,000 per in-person/telephonic meeting beyond expected levels |
Performance Compensation
| Metric | Definition | Application to Non‑Employee Directors |
|---|---|---|
| Restricted stock vesting | Time‑based vesting over three years for the stock portion of annual retainer | Applies; time‑based only |
| Performance metrics (e.g., EPS, TSR) | Targets used for executive PVRSUs at CHH | Not disclosed/applicable for director equity grants |
Other Directorships & Interlocks
- Other public company directorships: None disclosed for Vieira .
- Compensation Committee interlocks: CHH reports no HCCC member interlocks or insider participation in 2024; Vieira served on HCCC during the period .
- Shared directorships or related party transactions: Corporate Governance & Nominating Committee oversees conflicts and related party transactions; no director familial relationships involve Vieira .
Expertise & Qualifications
- Board qualification summary: Brings consumer services, marketing, digital commerce, and customer experience expertise to CHH; background cited as enriching Board perspective .
- Skills relevant to CHH oversight: Sales/marketing, legal/regulatory awareness from financial services, and digital transformation experience .
Equity Ownership
| Holding (as of March 17, 2025 unless noted) | Amount |
|---|---|
| Common Stock Beneficially Owned | 1,241 shares |
| Right to Acquire within 60 days | — (none) |
| Unvested Restricted Stock | 2,514 shares (voting rights retained; subject to vesting/forfeiture) |
| Percentage of Shares Outstanding | Less than 1% |
| Deferred Share Units (as of Dec 31, 2024) | 416 (in director deferral account, includes dividend equivalents) |
| Director ownership guideline | Must reach and maintain five times the standard annual cash retainer within five years; current required level $412,500; all directors either satisfy or are within ramp‑up |
| Pledging/Hedging status | No directors currently have pledged CHH shares; hedging prohibited for associates (limited exception for Bainum family directors for certain indirectly held shares) |
Governance Assessment
- Board effectiveness and engagement: Regular executive sessions; independent committee leadership; audited financial oversight with published Audit Committee report; Vieira participates on Audit and HCCC—key for financial reporting, compensation policy, succession, and human capital oversight .
- Independence and attendance: Vieira is independent; each director attended at least 75% of Board/committee meetings in 2024; all directors attended the Annual Meeting—supports engagement expectations .
- Ownership alignment: Time‑based director equity, stock ownership guidelines (5x cash retainer), and no pledging policy promote alignment; Vieira holds common stock and unvested restricted stock; also has deferred units .
- Shareholder confidence: Vieira received 42,380,535 votes “FOR” in 2025 director election—the highest among nominees listed, indicating strong support . Company’s 2024 say‑on‑pay received 99% approval; HCCC (including Vieira) engaged shareholders representing over 90% of outstanding shares in outreach .
- Potential conflicts and red flags: No other public company boards; HCCC interlock disclosures indicate none; no pledged shares; no disclosed related party transactions concerning Vieira; overall low conflict profile .
- Context: CHH maintains majority independent Board despite substantial Bainum family ownership; governance practices (majority voting, separate Chair/CEO, clawback) mitigate control concerns; Vieira’s independent status and committee roles contribute to Board balance .
Signal summary: Vieira’s independent status, Audit/HCCC committee service, strong shareholder support, and compliance with ownership/pledging policies support investor confidence; no material conflict indicators identified in Company disclosures .