John Tague
CHOICE HOTELS INTERNATIONAL INC /DEAbout John P. Tague
Independent director of Choice Hotels International (CHH), age 62, serving since 2012. Former President & CEO of Hertz Global Holdings and senior airline executive (United/UAL), designated by CHH’s Board as an audit committee financial expert. Currently chairs the Human Capital & Compensation Committee (HCCC) and serves on the Audit Committee; classified as independent under NYSE and CHH’s heightened standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hertz Global Holdings, Inc. | President & Chief Executive Officer | Not disclosed | Travel sector leadership; brings car rental industry insights to CHH board deliberations . |
| Cardinal Logistics Holdings | Chairman & CEO | Jul 2011 – Nov 2014 | Led logistics operations; operational and financial oversight experience . |
| UAL Corporation (United Airlines) | President (retired) | Through Oct 2010 | Senior leadership at major airline; broad travel ecosystem expertise . |
| United Air Lines, Inc. / UAL Corporation | EVP & Chief Revenue Officer | Apr 2006 – May 2008 | Commercial strategy/revenue management credentials . |
| United | Executive Vice President | From 2003 | Enterprise-wide executive responsibilities . |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| None disclosed | — | — | No current other public company directorships listed for Tague . |
Board Governance
- Independence: Affirmed by CHH (NYSE standards plus stricter 5-year cooling off on employment/auditor affiliation/interlocks) .
- Committees: Chair, Human Capital & Compensation Committee; Member, Audit Committee .
- Audit “Financial Expert”: Board determined Tague is an audit committee financial expert per SEC rules; Audit Committee members are independent .
- Meeting Attendance: Board held 4 meetings in 2024; all directors attended ≥75% of Board and committee meetings; independent directors held 4 executive sessions .
- Committee Activity (2024): Audit (8 meetings), HCCC (4), Corporate Governance & Nominating (3), Diversity (2) .
- HCCC Chair Role: Tague directed agendas/materials; CEO/CHRO prepared proposals; Meridian served as independent compensation consultant; committee interlocks none in 2024 .
- Governance Practices: Majority voting, separate Chair/CEO, lead independent director structure, robust ownership requirements, clawback policy, no option repricing, no hedging/pledging (limited Bainum exception), board/committee annual assessments .
Fixed Compensation
| Component (Director) | 2024 Amount | Notes |
|---|---|---|
| Fees Earned/Paid in Cash | $133,500 | Actual cash fees for Tague . |
| Committee/Membership Fee Schedule (reference) | See below | 2024 cash schedule: AC member (up to 8 mtgs) $15,000; HCCC member (up to 6) $10,000; CGN member (up to 3) $10,000; Diversity member (up to 3) $10,000; AC Chair $20,000; HCCC Chair $20,000; CGN Chair $10,000; Diversity Chair $10,000; Lead Independent Director $30,000; Excess meeting fees $2,000 per in‑person/telephonic over expected activity level . |
| Annual Cash Retainer (policy) | Effective post-2025 AM: $85,000 | Plus annual stock retainer $175,000; structure updated with no changes to committee fees . |
Performance Compensation
| Component | 2024 Amount | Vesting/Structure | Performance Metrics |
|---|---|---|---|
| Stock Awards | $152,596 | Annual director stock retainer typically RS that vests evenly over 3 years . | None disclosed for directors; director equity is time-based (no EPS/TSR linkage) . |
| All Other Compensation | $0 | — | — |
| Total (Cash + Stock + Other) | $286,096 | — | — |
No director performance metrics (e.g., EPS/TSR hurdles) apply to non‑employee director equity; awards are time‑vested restricted stock/deferral units .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public boards | None disclosed for Tague . |
| Compensation Committee Interlocks | None in 2024; no member was an officer/employee; no Item 404 relationships; no interlocks with other entities . |
Expertise & Qualifications
- Travel ecosystem leadership (airlines, car rental), revenue/commercial management, and logistics operations .
- Audit/financial oversight: SEC “financial expert” on Audit Committee .
- Compensation governance: HCCC chair; oversees pay design, succession planning, and talent development; engages independent consultant Meridian; conflict-of-interest review found no consultant conflicts .
- Independent governance under heightened CHH standards .
Equity Ownership
| Item | Detail |
|---|---|
| Deferred shares in director deferral account | 25,001 (aggregate accumulated for Tague as of 12/31/2024) . |
| Director stock ownership guideline | 5x standard annual cash retainer; current requirement $412,500; all directors meet or within 5-year ramp . |
| Hedging/Pledging | Hedging prohibited for associates; limited exception for indirectly held Bainum family director shares; directors may pledge only with company approval; currently no directors have pledged shares . |
Governance Assessment
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Strengths:
- Independent director, long-tenured travel sector operator; adds cross-industry perspective to a franchising business .
- HCCC chair and Audit financial expert status strengthen pay oversight and financial controls; committee independence and use of Meridian bolster governance quality .
- Attendance/engagement: Board and committees active; independent director executive sessions held regularly .
- Director ownership guidelines and clawback policy reinforce alignment and accountability .
-
Potential Risk Indicators/Red Flags (board context):
- Ownership concentration: Bainum family and affiliates collectively control ~42.3% of outstanding shares; Board recommended considering removal of supermajority requirements acknowledging shareholder views and concentration dynamics .
- Related-party exposures exist with Bainum family (e.g., Sunburst franchise agreements and aircraft subleases), mitigated by CHH’s related-party policy requiring independent approvals and uniform terms to third parties; no such transactions disclosed for Tague individually .
- Hedging policy exception for Bainum family indirectly held shares; however, no directors currently have pledged shares .
Overall, Tague’s independence, audit expertise, and leadership of the compensation committee support board effectiveness and investor confidence; concentrated ownership and family-related transactions are structural considerations but are subject to formal oversight and approval mechanisms .