Monte Koch
CHOICE HOTELS INTERNATIONAL INC /DEAbout Monte J.M. Koch
Independent director (age 61) serving on CHH’s board since 2014, with deep investment banking and real estate capital markets experience. Current roles include Chairman & CEO of TBCA USVI, LLP; retired Partner at BDT & Company; and co‑founder/former board member of Auction.com/Ten‑X. At CHH, Koch serves on the Audit Committee and Corporate Governance & Nominating Committee and has been designated an “audit committee financial expert.” He is classified as independent under NYSE standards and CHH’s enhanced independence criteria .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TBCA USVI, LLP | Chairman & CEO | Not disclosed | Private investment and strategic advisory leadership |
| BDT & Company | Retired Partner | Not disclosed | Merchant banking advisory; capital access for founder-led firms |
| Auction.com / Ten‑X | Co‑Founder; former board member | Not disclosed | Digital marketplace for real estate; technology startup insights |
| Deutsche Bank | Global Head of Real Estate IB; Chairman of M&A (Americas) | Not disclosed | Lodging/gaming/real estate transaction advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gogo Inc. (GOGO) | Director | Not disclosed | Public company directorship |
Board Governance
- Independence and tenure: Independent director since 2014; Board majority independent (8 of 11), including Koch .
- Committees: Audit Committee (member); Corporate Governance & Nominating (member). Audit Committee meetings in 2024: 8; CGN meetings: 3; full Board meetings: 4 .
- Expertise designation: Audit Committee financial expert (SEC definition) and NYSE accounting/financial management expertise .
- Attendance and engagement: All directors attended more than 75% of Board and respective committee meetings in 2024; four independent director executive sessions held, chaired by the Lead Independent Director .
| Committee | Role | 2024 Meetings | Attendance Disclosure |
|---|---|---|---|
| Audit Committee | Member; financial expert | 8 | All directors >75% overall attendance |
| Corporate Governance & Nominating | Member | 3 | All directors >75% overall attendance |
| Board of Directors | Director | 4 | All directors >75% overall attendance |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 115,500 | 152,596 | 32,473 | 300,569 |
| Non‑Employee Director Fee Components (2024) | Amount ($) |
|---|---|
| Annual cash retainer | Not explicitly stated for 2024; 2025 will be $85,000 |
| Annual stock retainer | Not explicitly stated for 2024; 2025 will be $175,000 |
| Audit Committee Member (up to 8 meetings) | 15,000 |
| Human Capital & Compensation Member (up to 6) | 10,000 |
| Corporate Governance & Nominating Member (up to 3) | 10,000 |
| Diversity Committee Member (up to 3) | 10,000 |
| Audit Committee Chair (additional) | 20,000 |
| HCCC Chair (additional) | 20,000 |
| CGN Chair (additional) | 10,000 |
| Diversity Chair (additional) | 10,000 |
| Lead Independent Director (additional) | 30,000 |
| Excess meeting fee (in‑person) | 2,000 |
| Excess meeting fee (telephonic) | 2,000 |
Note: “All Other Compensation” includes reimbursements (e.g., spousal travel to off‑site Board meetings, convention travel, “Stay at Choice” hotel reimbursements) and tax gross‑ups for “Stay at Choice” program .
Performance Compensation
- Instrument and vesting: Stock portion of annual retainer typically paid as restricted stock vesting in equal amounts over a three‑year term; no performance metrics disclosed for non‑employee directors .
- Forward change: Effective immediately after the 2025 Annual Meeting, director compensation shifts to $85,000 cash and $175,000 stock retainer, with existing committee fee structure unchanged .
| Equity Grant Detail (Director) | 2024 |
|---|---|
| Stock awards ($, grant‑date FV) | 152,596 |
| Instrument | Restricted stock (time‑based) |
| Vesting schedule | Equal over 3 years |
Other Directorships & Interlocks
| Company | Relationship to CHH | Role | Committee Roles (if disclosed) |
|---|---|---|---|
| Gogo Inc. (GOGO) | Unrelated sector (in‑flight connectivity) | Director | Not disclosed |
| Auction.com / Ten‑X | Prior private companies (real estate marketplaces) | Co‑Founder; former board member | Not disclosed |
- No CHH‑disclosed related‑party transactions involving Koch; related‑party items primarily involve Bainum family entities (e.g., Sunburst Hospitality franchise agreements; aircraft leases) .
Expertise & Qualifications
- 26 years advising lodging, gaming, and real estate clients in major strategic transactions; co‑founder/operator experience in a successful technology startup (Auction.com/Ten‑X) relevant to CHH’s digital platform strategy .
- Audit Committee financial expert designation supports oversight of financial reporting, internal controls, auditor independence, risk and cybersecurity review .
Equity Ownership
| As of | Common Stock Beneficially Owned | Right to Acquire (60 days) | Unvested Restricted Stock | % of Shares Outstanding |
|---|---|---|---|---|
| March 17, 2025 | 15,777 | — | 2,514 | <1% |
| Additional Ownership Alignment Indicators | Detail |
|---|---|
| Deferred shares in deferral account (aggregate) | 9,716 as of Dec 31, 2024 |
| Director stock ownership guidelines | 5x annual cash retainer; current requirement $412,500; all directors meet or are within 5‑year ramp provision |
| Hedging policy | Hedging prohibited for associates; limited exception only for certain Bainum family directors’ indirectly held shares |
| Pledging policy | Directors may pledge only with Company approval; currently no directors have pledged Company shares |
Governance Assessment
- Board effectiveness and engagement: Koch’s dual service on Audit and CGN committees, financial expert status, and >75% overall attendance standard in 2024 indicate active oversight across financial reporting, risk, governance, and ESG responsibilities .
- Alignment: Meaningful personal ownership (common + unvested RS) and accumulated deferred shares, combined with robust ownership guidelines, support long‑term alignment; no hedging by directors generally and no pledging currently across the Board .
- Independence and conflicts: Koch is independent; CHH discloses related‑party transactions concentrated around Bainum family entities (e.g., Sunburst), with majority independent board and CGN oversight of related‑party matters—no Koch‑specific related‑party transactions disclosed .
- Compensation structure: Director pay is a mix of cash, time‑vested equity and committee fees; the presence of tax gross‑ups on certain perquisite reimbursements (Stay at Choice program) is a shareholder‑unfriendly feature worth monitoring, though modest in magnitude for Koch’s disclosed amounts .
Red flags to monitor
- Perquisite tax gross‑ups (Stay at Choice) in director compensation .
- Broader governance environment includes hedging/pledging policy exceptions for Bainum family directors and substantial family ownership influence; while not directly implicating Koch, it raises governance sensitivity across the board .