Liza Landsman
CHOICE HOTELS INTERNATIONAL INC /DEAbout Liza Landsman
Independent director of Choice Hotels International since 2014; age 55 as of March 17, 2025. She serves on the Human Capital & Compensation Committee (member) and chairs the Diversity Committee. Background includes Former CEO of Stash, President of Jet.com (acquired by Walmart), EVP/CMO at E*TRADE, Managing Director of Digital at BlackRock, Operating Partner/Acting CMO at Bravas Partners, and senior roles at Citigroup. Independence affirmed under NYSE and Company standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stash | CEO (Former) | Not disclosed | Led consumer fintech operations and growth as CEO |
| Jet.com | President (Former) | Not disclosed | Scaled digital commerce; Jet.com acquired by Walmart for $3.3B |
| E*TRADE | EVP & Chief Marketing Officer (Former) | Not disclosed | Executive Committee member; led marketing initiatives |
| BlackRock | Managing Director, Digital (Former) | Not disclosed | Directed digital strategy at global asset manager |
| Bravas Partners | Operating Partner & Acting CMO (Former) | Not disclosed | Marketing leadership in portfolio companies |
| Citigroup | Senior roles (Former) | ~10 years | Consumer banking/wealth/credit card industry experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Squarespace, Inc. (SQSP) | Director | Current | Audit Committee (as of 2024 proxy) |
| Veritiv Corporation (VRTV) | Director | Former | Board director (prior) |
Board Governance
- Committee assignments: Human Capital & Compensation Committee member; Diversity Committee Chair.
- Independence: Board determined Landsman is independent under NYSE and enhanced Company standards.
- Attendance: In 2024, the Board held a virtual annual meeting and all then-serving directors attended; each director attended at least 75% of Board and committee meetings. Executive sessions of independent directors were held four times in 2024 (chaired by the Lead Independent Director, Gordon A. Smith).
- Committee governance quality: The Human Capital & Compensation Committee engages an independent consultant (Meridian), reviews peer data, assesses risks, and reported no interlocks or Item 404 relationships for 2024 members.
- Ethics and trading policies: Company prohibits hedging for associates, restricts pledging (directors only with approval), and disclosed no directors currently pledging shares. Clawback policy applies to incentive compensation upon restatements in line with NYSE rules.
Board Attendance (Aggregate)
| Year | Board Meetings Held | Director Attendance | Annual Meeting Attendance |
|---|---|---|---|
| 2022 | 5 | All directors ≥75% | All directors attended |
| 2023 | 11 | All directors ≥75% | All directors attended |
| 2024 | 4 | All directors ≥75% | All directors attended |
Fixed Compensation
Non‑Employee Director Cash & Equity (Program Features)
- Cash fees: Committee membership and chair fees per schedule below; excess meeting fees $2,000 (in‑person/telephonic) per meeting.
- Equity: Stock portion of annual retainer is delivered as restricted stock that vests in equal amounts over a 3‑year term.
- Ownership guidelines: Directors must reach/maintain stock ownership equal to 5× the standard annual cash retainer within five years; current required level $412,500. Company disclosed all directors either meet the minimum or are within the 5‑year ramp‑up.
Director Fee Schedule (2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Audit Committee Member (≤8 mtgs) | 15,000 | Annual |
| Human Capital & Compensation Member (≤6 mtgs) | 10,000 | Annual |
| Corporate Governance & Nominating Member (≤3 mtgs) | 10,000 | Annual |
| Diversity Committee Member (≤3 mtgs) | 10,000 | Annual |
| Audit Committee Chair | 20,000 | In addition to member fees |
| Human Capital & Compensation Chair | 20,000 | In addition to member fees |
| Corporate Governance & Nominating Chair | 10,000 | In addition to member fees |
| Diversity Committee Chair | 10,000 | In addition to member fees |
| Lead Independent Director | 30,000 | In addition to Board retainer |
| Excess Meeting Fees (in‑person/telephonic) | 2,000 | Per meeting in excess |
| Equity Retainer Form | Restricted stock | 3‑year equal vesting |
Landsman – Actual Director Compensation
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 112,500 | 152,500 | 1,051 | 266,051 |
| 2024 | 118,500 | 152,596 | 6,606 | 277,702 |
All Other Compensation includes reimbursements (e.g., “Stay at Choice” personal hotel stays and associated tax gross‑ups) and nominal items; figures cannot be used to infer stay frequency.
Performance Compensation
- Non‑employee director pay is not tied to operational performance metrics (no annual bonus or PSU program for directors). Equity compensation is time‑vested restricted stock, aligning directors with shareholders through ownership rather than performance hurdles.
Other Directorships & Interlocks
| Company | Relationship to CHH | Potential Conflict/Interlock |
|---|---|---|
| Squarespace, Inc. | Unrelated business; Landsman serves as director; Audit Committee (as of 2024 proxy) | No CHH‑disclosed related party transactions; Compensation Committee reported no interlocks in 2024. |
| Veritiv Corporation | Former directorship | No CHH‑disclosed related party transactions. |
Expertise & Qualifications
- 25+ years of digital/mobile/social media experience across blue‑chip and start‑up environments; consumer behavior and omnichannel expertise; strong financial services background (banking, wealth management, credit cards).
- Governance: Service as Audit Committee member at a public company (Squarespace) enhances financial oversight capabilities.
- CHH Board value: Digital commerce leadership and consumer insights directly relevant to CHH’s loyalty, distribution, and marketing strategies.
Equity Ownership
| Metric | Value |
|---|---|
| Common Stock Beneficially Owned | 11,648 shares (<1%) |
| Unvested Restricted Stock (voting rights) | 2,514 shares |
| Deferred Shares Accumulated (director deferral account) | 6,329 shares (as of 12/31/2024) |
| Pledging/Hedging | Company prohibits hedging; directors may pledge only with approval; no directors currently pledged shares. |
| Director Ownership Guideline Compliance | All directors meet or are within 5‑year ramp to 5× cash retainer ($412,500) |
Governance Assessment
- Strengths: Long CHH tenure (since 2014) with consistent independence; committee leadership (Diversity Chair) and membership (Human Capital & Compensation) indicate active governance engagement. Aggregate attendance thresholds met; annual meeting attendance consistent. Stock‑based retainer creates alignment; deferred shares accumulation supports long‑term orientation.
- Compensation governance: Independent consultant, robust ownership guidelines, anti‑hedging/limited pledging, and clawback policy bolster investor confidence; no compensation committee interlocks or related‑party exposures disclosed for 2024.
- Potential red flags: None disclosed specific to Landsman—no Item 404 related party transactions, no pledging; CHH Board includes controlling family shareholders, but Landsman is independent and not part of the Bainum family relationship noted. Continued monitoring warranted for external board roles, but no CHH‑disclosed conflicts to date.
Implications: Landsman’s digital and consumer expertise, combined with independent status and strong ownership alignment, support board effectiveness on strategy and human capital topics; lack of conflicts and solid attendance mitigate governance risk for investors.