Maureen Sullivan
CHOICE HOTELS INTERNATIONAL INC /DEAbout Maureen D. Sullivan
Independent director since 2018 (age 43), Sullivan is a consumer-tech operator and investor who serves as Partner at TCG Capital Management (since April 2021). Prior roles include President & COO at Heyday Skincare (2020–2021), President & COO at Rent the Runway (2015–2020), and President, AOL.com & Lifestyle Brands (2009–2015); early career at Google New York Engineering and Chief of Staff to the American Advertising Organization. She is an independent NYSE-qualified director at CHH with service on Compensation, Corporate Governance & Nominating, and Diversity committees .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Heyday Skincare | President & COO | Sep 2020 – Mar 2021 | Accelerated personalized skincare delivery model |
| Rent the Runway | President & COO | Sep 2015 – Mar 2020 | Helped transform into a subscription service and scale toward ~$1B valuation; sustainability focus |
| AOL (AOL.com & Lifestyle Brands) | President | Apr 2009 – Sep 2015 | Built and launched MAKERS.com, MAKERS Conference, corporate advisory board; digital brand leadership |
| Google (NY Engineering) | Early career | Not specified | Technical/digital foundation |
| American Advertising Organization | Chief of Staff | Not specified | Oversaw business planning and partnerships |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TCG Capital Management | Partner | Apr 2021 – Present | Consumer brand, product, marketing, operations expertise at tech/commerce intersection |
| Other public company boards | None | — | No other public directorships disclosed |
Board Governance
- Committee memberships: Human Capital & Compensation (HCCC), Corporate Governance & Nominating (CGN), Diversity .
- Independence: Classified independent under NYSE and CHH’s stricter five-year standards; 8 of 11 directors are independent .
- Attendance: In 2024, Board held 4 meetings; all directors attended ≥75% of Board and committee meetings on which they served; all directors attended the 2024 Annual Meeting .
- 2024 committee activity: HCCC 4 meetings; CGN 3; Diversity 2 .
- Executive sessions: Four independent director executive sessions in 2024; Lead Independent Director Gordon A. Smith chairs .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $120,500 | Cash retainer plus committee member/chair fees per schedule (Audit $15k, HCCC $10k, CGN $10k, Diversity $10k; excess meeting fees $2k per meeting) |
| Stock Awards ($) | $152,596 | Restricted stock; typically vests in equal amounts over three years |
| All Other Compensation ($) | $497 | Reimbursements (e.g., spousal travel; Stay at Choice program tax gross-up) |
| Total ($) | $273,593 | Sum of above |
- Forward change: Effective after the 2025 Annual Meeting, non-employee directors receive $85,000 cash retainer and $175,000 stock retainer (committee fee structure unchanged) .
Performance Compensation
| Item | Structure | Metric Targets |
|---|---|---|
| Director performance-based pay | None disclosed | Non-employee directors receive cash retainers, committee fees, and time-vested restricted stock; no performance metrics tied to director pay . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None |
| Compensation Committee interlocks | None in 2024 among HCCC members and other entities; no insider participation |
Expertise & Qualifications
- Digital commerce, consumer brand development, marketing, and social/mobile leadership; operating experience scaling subscription/e-commerce businesses (Rent the Runway, AOL) .
- Technology/product operations background; early engineering exposure (Google); builder of MAKERS platform and conference, driving workplace diversity advocacy .
Equity Ownership
| As of March 17, 2025 | Common Stock Beneficially Owned | Right to Acquire (within 60 days) | Unvested Restricted Stock | Ownership % |
|---|---|---|---|---|
| Maureen D. Sullivan | 7,597 | — | 2,514 | <1% |
- Director stock ownership guideline: Non-employee directors must hold stock equal to 5x the standard annual cash retainer within five years; required level $412,500; all directors either satisfy or are within the ramp-up period .
- Deferred shares in deferral account: 7,581 (aggregate number as of 12/31/2024) .
Governance Assessment
- Board effectiveness: Active participation across HCCC, CGN, and Diversity committees with regular meetings; independence and consistent attendance strengthen oversight of compensation, ESG/governance, and inclusion/belonging .
- Alignment and incentives: Director equity is time-based RS; no short-term incentives for directors, which reduces pay-for-performance distortion at the board level while preserving long-term alignment .
- Shareholder signals: 2024 say-on-pay approval at 99% reflects broad investor support for compensation practices overseen in part by HCCC; extensive shareholder outreach (>90% of shares contacted; >54% engaged) supports engagement quality .
- Conflicts oversight: CGN Committee (of which Sullivan is a member) reviews director time commitments, related-party policies, and ESG strategy; related-party transactions require independent director approval, with set policies for Bainum-affiliated franchisees (e.g., Sunburst) .
- Ownership/control risk: Bainum family and affiliated entities collectively control ~42.3% of voting power, which can influence major outcomes; board is recommending moving to simple majority voting (addressed in 2025 proxy; follow-up anticipated in 2026) .
- Risk indicators and red flags:
- Limited tax gross-ups: Stay at Choice reimbursements include tax gross-ups for directors (de minimis amounts for Sullivan) .
- Hedging/pledging: Hedging prohibited across associates, with limited exceptions for Bainum family directors’ indirectly held shares; directors may pledge only with approval, and no directors currently have pledged shares .
- Related-party exposure: Sunburst Hospitality (Bainum-controlled) paid ~$1.8M in 2024 system fees; $505k incentive payments; policies and independent approvals in place; continued vigilant oversight warranted .
- Section 16 compliance: No late filings noted for Sullivan in 2024 (late reports cited for others due to admin error) .
Overall: Sullivan’s independent status, high attendance, and digital/consumer operational expertise add value across compensation and governance oversight. Key governance risks relate to concentrated ownership and Bainum-affiliated transactions; mitigations include committee independence, explicit related-party policies, and board-supported move toward simple majority voting, all of which support investor confidence if effectively enforced .