Ervin Shames - Director | CHOICE HOTELS INTERNATIONAL INC /DE (CHH) Executive Profile & Compensation

About Ervin R. Shames

Ervin R. Shames, age 84, is an independent director of Choice Hotels International (CHH) serving since 2002. He is an independent management consultant to consumer goods and services companies (since 1995), former CEO of Borden, Inc., former CEO and later Chairman/President/CEO of Stride Rite Corporation, and a former lecturer at UVA’s Darden School of Business; the Board granted him an age-related waiver to its retirement policy in recognition of his contributions .

Past Roles

Organization	Role	Tenure	Committees/Impact
Borden, Inc.	Chief Executive Officer	Dec 1993 – Jan 1995	Led corporate management and strategy
Borden, Inc.	President & COO	Jul 1993 – Dec 1993	Operations leadership and performance oversight
Stride Rite Corporation	President & CEO; later Chairman, President & CEO	1990 – 1993	Consumer brand leadership; strategic and operational execution
General Foods / Kraft Foods	Various management positions	1967 – 1989	Consumer products management and marketing expertise
UVA Darden School of Business	Lecturer	1996 – 2008	Business management education; exposure to governance best practices

External Roles

Organization	Role	Status	Notes
Sleep Number Corporation (SNBR)	Chairman of the Board	Former	Public company board leadership experience
Western CT Health Network	Board Chair	Former	Health system governance
Norwalk Hospital	Board Chair	Former	Hospital governance

No current public company directorships are disclosed for Mr. Shames in CHH’s 2025 proxy .

Board Governance

Committee assignments: Chair, Corporate Governance & Nominating (CGN); Member, Human Capital & Compensation (HCC) .
Independence: The Board deems Shames independent under NYSE standards; 8 of 11 directors are independent .
Attendance: In 2024, the Board met 4 times; all directors attended >75% of Board and committee meetings and attended the 2024 Annual Meeting . Committee meeting counts: HCC (4), CGN (3) in 2024 .
Executive sessions: Independent directors held four executive sessions in 2024 (chaired by Lead Independent Director) .
CGN remit under Shames: Board evaluations, governance guidelines, director time commitment review, retirement recommendations, related-party transaction policies oversight, and ESG oversight at Board level .

Fixed Compensation

Component	2024 Amount	Notes
Fees Earned or Paid in Cash	$120,500	Includes cash retainer and committee/role fees per fee schedule
Other Compensation	$1,473	Includes Stay at Choice reimbursements/gross-ups and permitted travel reimbursements

2024 Non‑Employee Director cash fee schedule (applicable across directors):

Audit Committee Member (up to 8 meetings): $15,000; Audit Chair: +$20,000
Human Capital & Compensation Member (up to 6 meetings): $10,000; HCC Chair: +$20,000
Corporate Governance & Nominating Member (up to 3 meetings): $10,000; CGN Chair: +$10,000
Diversity Committee Member (up to 3 meetings): $10,000; Diversity Chair: +$10,000
Lead Independent Director: +$30,000; excess in-person/telephonic meeting fees: $2,000 each

Performance Compensation

Component	2024 Amount	Vesting/Metrics
Stock Awards	$152,596	Stock retainer typically paid in restricted stock vesting in equal amounts over 3 years (no performance metrics)

Directors have stock ownership guidelines equal to 5× the standard annual cash retainer (required level $412,500 for current directors), with a 5‑year ramp-up; all directors either meet the guideline or are within ramp-up .

Other Directorships & Interlocks

Topic	Detail
Compensation Committee Interlocks	None in 2024 among HCC members; no insider participation or interlocking relationships reported
Related-Party Transactions Oversight	CGN (chaired by Shames) oversees related-party transaction policies; transactions ≥$1M require majority of independent directors; policy details disclosed

Expertise & Qualifications

Strategic and consumer brand leadership (Borden, Stride Rite) aligned with CHH’s brand development focus .
Management strategy and performance evaluation expertise valuable for executive oversight and incentives .
Cross-industry governance experience (health systems) and academic exposure to management and governance practices .

Equity Ownership

Holding	Shares	% of Outstanding
Common Stock Beneficially Owned	50,242	<1%
Right to Acquire (Options within 60 days)	—	—
Unvested Restricted Stock	2,514	—
Deferred Shares Accumulated (Director Deferral Account)	39,899	—

Policies & alignment:

Director stock ownership/holding requirements; robust ownership and holding policies apply to directors .
Hedging prohibited for associates; limited exceptions only for Bainum family indirectly held shares; directors may pledge shares only with Company approval, and currently no directors have pledged shares .

Governance Assessment

Strengths:
- Independent status, long tenure, and CGN chair role driving board assessments, refreshment, policy oversight, and ESG governance .
- Strong attendance and engagement; regular independent executive sessions .
- Transparent director compensation with significant equity retainer and ownership guidelines, supporting alignment .
Potential risks/considerations:
- Age-related waiver to retirement policy for Shames and Jews—monitor for refreshment and succession planning effectiveness .
- Concentrated ownership by Bainum family (~42% voting power) can influence governance dynamics; Board is recommending consideration of simple majority voting to enhance accountability .
- Related-party transactions exist with Bainum-affiliated entities (e.g., Sunburst Hospitality); CGN oversight and independent approvals are in place to mitigate conflicts—no Shames-specific related party transactions disclosed .
Investor confidence signals:
- 99% Say‑on‑Pay approval in 2024 and broad shareholder outreach (>90% of outstanding shares contacted; >54% met), indicating strong support for governance and compensation frameworks .