Scott Oaksmith
CHOICE HOTELS INTERNATIONAL INC /DEAbout Scott Oaksmith
Scott E. Oaksmith is Chief Financial Officer of Choice Hotels International (CHH) since September 1, 2023, and age 53 as of December 31, 2024 . He joined Choice in 2002 and has served in senior finance roles including Deputy CFO, SVP Real Estate & Finance, SVP Finance & Chief Accounting Officer, and Controller . In 2024, management highlighted record performance: adjusted EBITDA up 12% YoY, adjusted EPS up 13% YoY, and $435M returned to shareholders (dividends + buybacks), with system growth and balance sheet capacity—areas Oaksmith oversees, reflecting execution against CHH’s capital allocation and operating income targets . Over five years to 12/31/24, CHH delivered a 42% TSR (index value 142) versus the NYSE Composite 154 and peer group 156, with 2024 one‑year TSR of 26.2% and three‑year TSR of −6.6% (peer-set methodologies as disclosed) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Choice Hotels | Chief Financial Officer | 2023–Present | Principal financial and accounting officer; led capital allocation, borrowing capacity expansion, shareholder returns, and delivery of record adjusted EBITDA/EPS in 2024 . |
| Choice Hotels | SVP, Deputy CFO; SVP, Real Estate & Finance; SVP Finance & CAO; Controller | 2006–2023 | Drove finance, accounting, real estate/capital programs supporting growth including Radisson Americas integration (team role) . |
| Choice Hotels | Director/Finance roles (Marketing & Reservations) | 2002–2004 | Financial planning/analysis supporting core distribution platform . |
| American Express Tax & Business Services | Senior Manager (and prior roles) | 1994–2002 | External finance/accounting leadership prior to joining CHH . |
External Roles
- No public-company directorships or external board roles disclosed for Mr. Oaksmith in company filings .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 470,000 | 582,692 (paid); $600,000 in effect at 12/31/24 . |
| Target Bonus (% of Salary) | 75% | 75% . |
| Target Bonus ($) | — | 438,781 (salary‑prorated basis) . |
| Actual Cash Incentive ($) | 405,485 | 587,966 (134% of target) . |
| All Other Compensation ($) | 82,396 | 104,792 (EDCP/Non‑Qualified match $26,452; 401(k) match $17,250; other benefits $46,357; tax payments $14,733) . |
2024 “Other benefits” detail for Oaksmith included: Stay at Choice reimbursements $23,889; club dues $6,848; financial/tax planning $138; health/wellness $4,414; supplemental life insurance $3,600; at‑home cyber monitoring program (Companywide) included in benefits .
Performance Compensation
Short-Term Incentive (MIP) — 2024 Design and Results
| Component | Weighting (CFO) | Target/Definition | 2024 Outcome | Payout |
|---|---|---|---|---|
| Operating Income (as adjusted) | 80% | Target $495.4M; funding scales vs target | Actual $514.1M after approved adjustments | 137.5% for this component . |
| Strategic Initiatives | 20% | Brand growth, value proposition, platform expansion, talent; funding requires ≥75% of OI target | Over-performance on strategic initiatives | 120% for NEO achievement . |
| Total MIP Outcome (CFO) | — | Target $438,781 (prorated) | Actual $587,966 | 134% of target . |
Long-Term Incentive (LTI) — Structure and 2024 Grants
- Mix: 75% Performance-Vested RSUs (PVRSUs), 25% stock options; 100% performance-based .
- PVRSU metric: 3‑year cumulative EPS (100%) with ±15% relative TSR modifier vs defined peer set; cliff-vest at 3 years .
- Options: 4-year ratable vesting; 10-year term; strike = grant date close .
| Grant (2/29/2024) | Shares/Units | Terms | Grant-Date Values |
|---|---|---|---|
| PVRSUs (Target) | 8,041 (range 4,021–18,494) | 2024–2026 EPS; ±15% rTSR; vests 3/2/2027 if earned | $900,110 . |
| Stock Options | 7,723 | Vest 25% annually over 4 years; strike $111.94; expire 3/1/2034 . | $300,039 . |
Recent PVRSU Outcomes and In-Flight Cycles
- 2022–2024 EPS PVRSUs: EPS $18.76 vs $14.91 target; payout 200%; no TSR modifier; vested 3/2/2025 .
- 2023–2025 EPS PVRSUs: in progress; scheduled to vest 3/2/2026 if earned .
- 2024–2026 EPS PVRSUs: in progress; scheduled to vest 3/2/2027 if earned .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/17/2025) | 32,014 common shares; right to acquire 19,217 shares within 60 days; <1% of outstanding . |
| Ownership Guidelines | Requirement: 3.0x salary; Actual: 7.6x salary (exceeds requirement) . |
| Vested vs Unvested (12/31/2024) | Options exercisable/unexercisable: 4,348/0 (2020), 5,274/1,758 (2021), 2,918/2,921 (2022), 765/2,296 (2023), 0/7,723 (2024); PVRSUs unearned: 3,444 (2022 cycle), 6,330 (2023 cycle), 16,082 (2024 cycle) . |
| Option Economics (12/31/2024 close $141.98) | Intrinsic value totals used in severance table; option-by-grant strikes: $91.28 (2020), $104.87 (2021), $146.68 (2022), $123.71 (2023), $111.94 (2024) . |
| Insider Trading/Hedging/Pledging | Hedging prohibited for associates; pledging prohibited for associates; directors may pledge with approval (no directors currently pledged) . |
| Insider Sales (liquidity/10b5‑1) | Sold 1,780 shares on March 4, 2025 under a Rule 10b5‑1 plan adopted June 7, 2024; post-transaction ownership shown at 32,014 shares (per coverage and Form 4) . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Severance (without cause/for good reason) | 70 weeks salary continuation; continued benefits; outplacement; continued vesting of post‑3/26/2020 equity during the 70‑week period; 70‑week non‑compete/non‑solicit; offsets for new employment; release required . |
| Change-in-Control (double trigger) | Lump-sum 200% of base salary + 200% of target bonus; immediate vesting of all unvested options, RS, and PVRSUs granted after severance agreement date; release required; arbitration provision . |
| Illustrative Payable Amounts (as of 12/31/2024) | Termination without cause: total $1,753,447; CoC: $4,274,703; Disability: $4,052,307; Death: $2,263,807 (includes equity valuations at $141.98 close) . |
| Clawback | Companywide executive compensation recovery policy compliant with NYSE standards . |
Additional Compensation & Benefits Notes
- 2024 LTI target grant value for CFO: $1.2M; actual grant-date fair value: $1,200,149; 75% PVRSUs / 25% options mix .
- Perquisite allowance eligibility: $15,000 for the CFO under Flexible Perquisite Plan (market‑based menu; no tax gross‑ups for these items) .
- “Stay at Choice” program reimbursements (personal stays at CHH franchised hotels) are taxable with Company-paid gross‑up for taxes; CFO reimbursements were $23,889 in 2024 .
- Non‑qualified deferred compensation (EDCP): 2024 executive contribution $58,269; Company match $26,452; year‑end balance $1,186,319 .
Performance & Track Record
- 2024 business performance: Adjusted EBITDA +12% YoY; adjusted EPS +13% YoY; global rooms +3.3% YoY; >$435M capital returned (>$55M dividends, ~$382M buybacks; >3M shares repurchased, ~6% of 12/31/23 shares); liquidity ≈$700M .
- Shareholder alignment: 2024 say‑on‑pay support 99%; broad shareholder outreach covering >90% of outstanding shares including Bainum-affiliated holdings .
- TSR context: 5‑yr cumulative (to 12/31/24) index value 142 vs NYSE Composite 154 and Peer Group 156; 2024 one‑year TSR 26.2%; 3‑year TSR −6.6% with disclosed peer methodology .
Compensation Structure Analysis
- High at‑risk pay: majority of CFO TDC in performance‑based cash/equity; STI tied to operating income and strategy execution; LTI tied to multi‑year EPS with rTSR modifier—clear pay-for-performance linkage .
- Calibration and rigor: 2024 OI target $495.4M set above CAGR; payout funding scaled around target with committee‑approved adjustments; strategic components funded only with ≥75% OI achievement .
- Equity mix and vesting: shift to PVRSUs and options emphasizes long‑term value creation and share price alignment; no dividends on PVRSUs unless vested .
- Governance protections: no excise tax gross-ups; no single-trigger CoC vesting; no option repricing; robust clawback; anti‑hedging/anti‑pledging for associates; strong ownership guidelines (CFO at 7.6x vs 3x required) .
Investment Implications
- Alignment: Oaksmith’s compensation strongly tied to operating income and multi‑year EPS with rTSR checks; exceeding ownership guidelines and prohibited hedging/pledging mitigate misalignment risk .
- Retention vs. selling pressure: Significant unvested PVRSUs/options vesting through 2027 support retention; recent 10b5‑1 sale appears programmatic and modest relative to holdings and unvested equity .
- Change‑of‑control economics: Double‑trigger CoC payout at 200% salary+bonus and full equity acceleration is competitive but not excessive; standard severance (70 weeks) outside CoC, with non‑compete/non‑solicit, balances retention and cost .
- Performance signaling: Above‑target 2024 STI payout (134%) and maximum PVRSU payout for 2022–2024 (200%) reflect execution on earnings growth and strategy; monitor durability of EPS trajectory and TSR relative to peers into current LTI cycles .