Raul Ramirez
CHOICE HOTELS INTERNATIONAL INC /DEAbout Raul Ramirez
Raul Ramirez is Chief Segment & International Operations Officer at Choice Hotels International (CHH), responsible for upscale, extended stay, core midscale and economy brands, and the International Division; he joined Choice in 2017 and was promoted to his current role effective September 1, 2023 after serving as Chief Strategy & International Operations Officer . In 2024, under his leadership: four Radisson brands were relaunched, Cambria and Radisson delivered YoY RevPAR increases, 44 new upscale franchise agreements were awarded, Quality Inn achieved a record 41 openings, extended stay surpassed 500 hotels with WoodSpring Suites representing ~50% of economy extended-stay hotels under construction and ~60% of ground breaks, and international delivered 16% corporate EBITDA growth with 4.4% net room growth . Company PVRSUs for the 2022–2024 performance cycle paid at 200% based on cumulative EPS of $18.76 vs $14.91 target; relative TSR ranked 49th percentile with no modifier applied . Education and age were not disclosed in the proxy materials reviewed.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Choice Hotels International | Chief Segment & International Operations Officer | 2023–present | Leads Upscale, Core, Extended Stay brands and International; brand growth, segment performance, and international integration . |
| Choice Hotels International | Chief Strategy & International Operations Officer | 2017–2023 | Led Radisson Americas and WoodSpring integrations; launched enterprise strategic planning; transformed and expanded International Division . |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base salary | $465,000 |
| Target bonus (% of salary) | 60% |
| Threshold / Target / Max bonus (% of salary) | 30% / 60% / 120% |
| Target incentive ($) | $277,205 (based on 2024 salary earned) |
| Actual cash incentive paid | $358,634 |
| All other compensation | $77,404 |
| EDCP/Non-qualified match | $17,365 |
| 401(k) match | $17,250 |
| Perquisites and tax reimbursements (components below) | Included in $77,404 total |
Perquisites detail (examples): Stay at Choice personal stays $11,832; club dues $8,674; financial/tax/legal $2,070; health/wellness $4,001; at-home cyber protection $5,029; tax payments related to Stay at Choice $11,169 .
Performance Compensation
Short-term Management Incentive Plan metrics and outcomes (2024):
| Metric | Weighting | Target/Definition | Actual/Achievement | Payout linkage | Vesting |
|---|---|---|---|---|---|
| Operating Income (as adjusted) | 25% | Board-approved operating income target | 137.5% of target achieved | Funds portion of bonus; contributes to actual payout $358,634 | Annual cash, paid after year end |
| Brand direct revenue and expense results | 50% | Certain brand financial results | 125% achievement | Funds portion of bonus; contributes to actual payout $358,634 | Annual cash |
| Strategic Initiatives | 25% | Strategic pillars: brand growth, value proposition, platform expansion, talent | NEO achievement funded at 120% (overall 115%) | Funds portion of bonus; contributes to actual payout $358,634 | Annual cash |
Long-term equity (granted Feb 29, 2024):
| Award type | Mix / Weighting | Performance metric(s) | Grant specifics | Vesting |
|---|---|---|---|---|
| PVRSUs | ~75% of LTI | 3-year cumulative EPS with +/-15% relative TSR modifier vs defined peer set | Target 3,895 shares; Max 8,959 shares; grant-date fair value $436,006 | Vest after 3 years based on EPS and rTSR; service condition applies |
| Stock Options | ~25% of LTI | Stock price appreciation | 3,741 options, exercise price $111.94; grant-date fair value $145,338 | Vest in equal installments over 4 years; 10-year term (2020+ grants) |
| Time-vested RSU (one-time) | NA | Time-based | 4,467 RSUs; value $500,036 | Vests 25% per year over 4 years from month after grant |
Program notes: All NEO PVRSUs are 100% performance-based using cumulative EPS with a three-year service period and a +/-15% TSR modifier; options vest over four years . For the completed 2022–2024 PVRSU cycle, payout was 200% with no TSR adjustment .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Common Stock) | 14,952 shares |
| Right to acquire within 60 days (options) | 8,190 shares |
| Unvested restricted stock | Not listed for Ramirez in ownership table (held via RSUs in outstanding awards) |
| Percent of shares outstanding | Less than 1% |
| Executive ownership guideline | 3.0x salary requirement; Ramirez at 2.7x as of Dec 31, 2024, within 5-year grace period |
| Hedging policy | Hedging prohibited for Associates; exceptions only for Bainum family directors |
| Pledging policy | Pledging prohibited for Associates (directors only exception) |
Outstanding equity detail (as of Dec 31, 2024):
| Grant date | Instrument | Exercisable (#) | Unexercisable (#) | Exercise price | Expiration | Unvested RS/RSU (#) | Unearned PVRSU (#) |
|---|---|---|---|---|---|---|---|
| 2/26/2021 | Options | 2,277 | 759 | $104.87 | 02/26/31 | — | — |
| 2/25/2022 | Options | 2,022 | 2,025 | $146.68 | 02/25/32 | — | 2,388 |
| 3/2/2023 | Options | 593 | 1,782 | $123.71 | 03/02/33 | — | 4,912 |
| 2/29/2024 | Options | — | 3,741 | $111.94 | 03/01/34 | 4,467 | 7,790 |
Stock ownership guideline compliance: Ramirez is below 3x but within grace period; committee may restrict sales or adjust compensation if guidelines are not met after grace period .
Section 16 note: One Form 4 for Ramirez’s Feb 29, 2024 restricted stock grant was filed late due to administrative error .
Employment Terms
| Provision | Terms |
|---|---|
| Agreement type | Invention Assignment, Non-Disclosure, Non-Solicitation and Non-Competition Agreement; effective March 2, 2023 |
| Severance without cause (Choice Severance Benefit Plan) | Five weeks of base salary per year of service, min 26 weeks, max 70 weeks; continuation of medical/dental during severance; full bonus if termination on/after June 30; requires signed release; as of Dec 31, 2024, 35 weeks of salary continuation |
| Change-in-control (double trigger) | Lump-sum 200% of base salary + 200% of target annual bonus; 70 weeks medical/dental; requires signed release |
| Equity treatment on disability/death | RS and options granted on/after April 19, 2018 fully vest; PVRSUs vest pro-rata at target |
| Equity treatment following change-in-control (double trigger) | All options and restricted stock fully vest; all PVRSUs vest at maximum (200% leverage assumption in estimates) |
| Clawback | Applies to cash and equity comp upon certain financial restatements |
| Tax gross-ups | No excise tax gross-ups provided |
Potential payments upon termination (as of Dec 31, 2024):
| Scenario | Salary continuation | Cash severance | Health & welfare | Outplacement | Options | PVRSUs | Total |
|---|---|---|---|---|---|---|---|
| Termination without cause or for good reason | $312,981 | — | $8,877 | $18,000 | — | — | $339,858 |
| Termination following change of control | — | $1,488,000 | $17,753 | — | $173,103 | $1,705,464 | $3,384,320 |
| Disability | — | — | — | — | $173,103 | $797,738 | $6,430,841 (includes disability income est.) |
| Death | — | — | — | — | $173,103 | $797,738 | $970,841 |
Compensation Peer Group
Peer set used to benchmark compensation includes hotels (e.g., Hilton, Hyatt, Marriott, Wyndham, MGM, Wynn), REITs (Host Hotels), multi-brand franchisors (Chipotle, Domino’s, Wendy’s, Wingstop, Bloomin’ Brands, Brinker, Papa John’s), and other hospitality (Caesars, Las Vegas Sands, Vail Resorts); PVRSU rTSR peer sets include S&P 400 Consumer Discretionary plus select “Hotels, Resorts & Cruise Lines” and “Hotel & Resort REITs” .
Company Performance Trend (context for compensation)
| Metric | FY 2017 | FY 2018 | FY 2019 | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|---|---|---|
| Revenues ($USD) | $904,859,000* | $998,513,000* | $1,074,777,000* | $354,624,000* | $511,786,000* | $634,459,000* | $713,954,000* | $729,386,000* |
| EBITDA ($USD) | $315,785,000* | $345,408,000* | $359,890,000* | $170,274,000* | $465,596,000* | $516,543,000* | $480,740,000* | $528,457,000* |
| Net Income ($USD) | $122,327,000* | $216,355,000* | $222,878,000* | $75,387,000* | $288,957,000* | $332,152,000* | $258,507,000* | $299,665,000* |
Values retrieved from S&P Global.*
Notes: 2022–2024 PVRSUs paid at 200% based on cumulative EPS performance; relative TSR ranked 49th percentile (no modifier) .
Investment Implications
- Pay-for-performance alignment appears strong: Ramirez’s 2024 MIP tied 75% to financial outcomes and 25% to strategic initiatives, with above-target achievements driving a 129% payout; LTI is 100% performance-based via PVRSUs and options with clear EPS and TSR links .
- Retention risk is moderate: one-time RSU grant in 2024 indicates targeted retention, but he remains below the 3x ownership guideline (2.7x) within the grace period; committee can restrict sales or adjust future compensation if compliance is not achieved, which may reduce near-term selling pressure and encourage accumulation .
- Change-of-control economics are shareholder-standard but sizeable: 200% salary and bonus with full equity acceleration at maximum for PVRSUs under double-trigger could incentivize neutrality toward strategic transactions and may create event-driven overhang in a sale scenario .
- Execution track record is positive: brand relaunches, net unit growth in midscale and extended stay, and tangible international EBITDA/rooms growth underscore operational value creation in Ramirez’s remit, aligning with the MIP’s brand and operating metrics .