Gordon Smith
CHOICE HOTELS INTERNATIONAL INC /DEAbout Gordon A. Smith
Gordon A. Smith (age 66) is the Lead Independent Director of Choice Hotels International (CHH). He rejoined the Board in 2022 after a prior tenure from 2004–2017 and currently serves on the Audit Committee and the Corporate Governance & Nominating Committee . The Board classifies him as independent under NYSE standards . As Lead Independent Director, he chairs executive sessions (four held in 2024) and manages the Board’s review of the CEO and the coordination of independent directors .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase | Vice Chairman | Not specified in proxy; role held prior to/around 2018–2021 | Senior leadership credentials cited in director qualifications |
| JPMorgan Chase | Co‑President & COO | 2018–2021 | Enterprise operating leadership |
| JPMorgan Chase – Chase Consumer & Community Banking | CEO | 2012–2021 | Led large consumer franchise; relevant to customer/loyalty strategy |
| JPMorgan Chase | CEO of Card; then of Card, Merchant Services & Auto Finance | Joined 2007 (dates for these roles not specified) | Scaled consumer finance businesses |
| American Express | President, Global Commercial Card; other leadership roles over 25+ years | 2005–2007 (President role timing) | Global brand, partnerships, rewards expertise |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Humana Inc. (HUM) | Director | Current | Public company board service |
| Nordstrom, Inc. (JWN) | Director | Former | Public company board service |
Board Governance
- Independence: CHH’s Board has a majority of independent directors; Smith is classified independent .
- Leadership: Lead Independent Director with responsibilities to chair executive sessions, oversee CEO evaluation, and coordinate independent director activities . Four independent executive sessions were held in 2024 .
- Committees: Member, Audit Committee (8 meetings in 2024); Member, Corporate Governance & Nominating Committee (3 meetings in 2024) .
- Attendance: In 2024, the Board held four meetings; every director attended at least 75% of Board and assigned committee meetings; all then‑serving directors attended the Annual Meeting .
- Financial expertise: The Board determined Smith is an “audit committee financial expert” under SEC rules .
Fixed Compensation (Non‑Employee Director – 2024)
| Component | Amount |
|---|---|
| Fees earned or paid in cash | $145,500 |
| Stock awards (grant date fair value) | $152,596 |
| All other compensation | $184 |
| Total | $298,280 |
Director fee structure highlights:
- Lead Independent Director additional retainer: $30,000 (on top of board/committee retainers) .
- Committee fees (member): Audit $15,000; Corporate Governance & Nominating $10,000; (also HCCC $10,000; Diversity $10,000) .
- Committee chair premiums: Audit $20,000; HCCC $20,000; CGN $10,000; Diversity $10,000 .
- Excess meeting fees (in‑person/telephonic): $2,000 each beyond expected activity levels .
- Stock portion typically delivered as restricted stock vesting in equal tranches over three years .
- Forward-looking change: Effective after the 2025 Annual Meeting, non‑employee directors will receive an $85,000 annual cash retainer and $175,000 annual stock retainer (committee fee structure unchanged) .
Performance Compensation
Directors do not receive performance‑based incentives. Equity is granted as time‑based restricted stock units/stock, vesting pro‑rata over three years (no performance metrics) .
Other Directorships & Interlocks
| Entity | Relationship to CHH | Notes |
|---|---|---|
| Humana Inc. (HUM) | None disclosed | Current outside directorship . No related‑party transactions disclosed involving Smith . |
| Nordstrom, Inc. (JWN) | None disclosed | Former outside directorship . |
- Compensation Committee interlocks: None reported for CHH committees in 2024 (no interlocking relationships existed) .
- Related‑party transactions: Disclosures focus on entities affiliated with the Bainum family; no Smith‑related transactions disclosed .
Expertise & Qualifications
- Consumer/financial services operator: Former Co‑President & COO of JPMorgan Chase; CEO of Chase Consumer & Community Banking; prior senior leadership at American Express, including global commercial card .
- Financial oversight: Designated audit committee financial expert by the Board .
- Brand, partnerships, loyalty: Experience managing global brands and rewards/partnership programs; cited as relevant to CHH’s advertising, branding and growth strategy reviews .
Equity Ownership
| Measure | Value |
|---|---|
| Common stock beneficially owned | 2,991 shares (<1%) |
| Right to acquire within 60 days | 0 shares |
| Unvested restricted stock | 2,514 shares |
| Ownership guidelines | Directors must own ≥5x the standard annual cash retainer ($412,500 for current directors) within five years; all directors either meet or are within ramp period |
| Hedging/Pledging | Hedging prohibited; pledging prohibited absent approval; no directors currently have pledged shares |
Governance Assessment
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Strengths
- Lead Independent Director role with clear responsibilities and regular executive sessions enhances independent oversight .
- Audit Committee financial expert designation and membership on key governance committee support board effectiveness and risk oversight .
- Robust director ownership guidelines and three‑year vesting on equity align director incentives with long‑term shareholder value .
- No related‑party transactions disclosed for Smith; no interlocks; no pledging by directors .
-
Watch items
- Concentrated ownership by the Bainum family (~42% including affiliated entities) can influence governance dynamics; the Board endorsed moving toward simple‑majority voting in response to shareholder feedback, signaling awareness of balance between accountability and stability .
Overall signal: Smith’s independent leadership, financial expertise, and committee roles align with investor expectations for board oversight at CHH, with compensation structure and ownership policies designed to support long‑term alignment .