William Jews
CHOICE HOTELS INTERNATIONAL INC /DEAbout William L. Jews
Independent director (age 73) with long-tenured board service at Choice Hotels (director since 2000, except 2005–2006) and an age-related waiver to the Board retirement policy in 2025, reflecting sustained contribution and institutional knowledge . Former President & CEO of CareFirst, Inc. and prior Blue Cross Blue Shield leadership roles, bringing deep operating experience in large, service-oriented organizations . Classified as independent under NYSE standards and Company’s enhanced independence criteria .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| CareFirst, Inc. | President & CEO | Jan 1998 – Dec 2006 | Led large-scale service organization; growth-focused leadership |
| Blue Cross Blue Shield of Maryland, Inc. | President & CEO | Apr 1993 – Jan 1998 | Rapid growth management; strategic oversight |
| CareFirst of Maryland, Inc.; GHMSI; Blue Cross Blue Shield of Delaware | President & CEO; CEO | Not disclosed | Multi-entity leadership across regional health insurers |
External Roles
| Organization | Role | Tenure/Status | Committees/Impact |
|---|---|---|---|
| CACI International, Inc. | Director | Current | Public company governance experience |
| KCI Technologies, Inc. | Director | Current | Engineering services oversight (company role noted) |
| CalAtlantic Group Inc. | Lead Director | Former | Leadership role at major homebuilder prior to merger |
Board Governance
- Independence: Determined independent; Board has 8 independent directors (of 11) under enhanced independence standards (5-year cooling-off for employment/auditor affiliation/interlocks) .
- Tenure/refresh: Age waiver granted to Mr. Jews and Mr. Shames for 2025 given continued contributions .
- Attendance: Board held 4 meetings in 2024; each director attended at least 75% of Board and their committee meetings; all attended the Annual Meeting; independent director executive sessions held 4 times .
- Lead Independent Director: Gordon A. Smith; coordinates independent director activities and executive sessions .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Chair | 8 | Determined “audit committee financial expert”; committee oversees financial reporting, controls, cyber/data security |
| Human Capital & Compensation | Member | 4 | Oversees exec/director compensation, succession, consultant oversight |
| Diversity | Member | 2 | Oversees inclusion/belonging, diverse talent and franchise/vendor programs |
Fixed Compensation
| 2024 Director Fee Schedule (Cash) | Amount ($) |
|---|---|
| Audit Committee Member (up to 8 meetings) | 15,000 |
| Human Capital & Compensation Committee Member (up to 6 meetings) | 10,000 |
| Corporate Governance & Nominating Member (up to 3 meetings) | 10,000 |
| Diversity Committee Member (up to 3 meetings) | 10,000 |
| Audit Committee Chair (incremental) | 20,000 |
| Human Capital & Compensation Chair (incremental) | 20,000 |
| Corporate Governance & Nominating Chair (incremental) | 10,000 |
| Diversity Chair (incremental) | 10,000 |
| Lead Independent Director (incremental) | 30,000 |
| Excess Meeting Fees (in-person or telephonic per meeting over expected level) | 2,000 |
| William L. Jews – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 145,500 |
| Stock Awards (grant date fair value) | 152,596 |
| All Other Compensation | — |
| Total | 298,096 |
- Stock retainer format: Restricted stock that typically vests in equal amounts over a three-year term; policy requires directors to reach and maintain ownership equal to five times the standard annual cash retainer within five years (current requirement $412,500); Company states all directors meet or are within ramp-up .
Performance Compensation
| Director Equity Terms | Detail |
|---|---|
| Instrument | Restricted stock (time-vested) – non-employee director equity is not performance-conditioned |
| Vesting | Equal tranches over three years |
| Deferred share accounts | Mr. Jews had 6,083 aggregate deferred shares as of 12/31/2024 (incl. dividend equivalents) |
No director-specific performance metrics (e.g., EPS/TSR) apply to non-employee director equity awards; CHH’s performance metrics disclosed in proxy relate to NEO incentives, not director compensation –.
Other Directorships & Interlocks
- Other current public boards: CACI International, Inc. .
- Interlocks: Compensation Committee disclosed no interlocks or insider participation in 2024; members were independent and had no relationships requiring Item 404 disclosure .
Expertise & Qualifications
- Former CEO of large, complex service organizations (CareFirst/Blue Cross), with demonstrated ability to manage rapid growth and operational complexity; recognized among the Most Influential Black Executives in Corporate America by Savoy Magazine, enriching Board policy perspectives .
- Determined “audit committee financial expert” by the Board, reflecting accounting/financial oversight credentials .
Equity Ownership
| Ownership (as of March 17, 2025) | Shares/Status |
|---|---|
| Common Stock Beneficially Owned | 23,502 |
| Right to Acquire within 60 days (Options) | — |
| Unvested Restricted Stock (director equity) | 2,514 |
| Percentage of Shares Outstanding | <1% |
| Deferred Shares in Director Deferral Account | 6,083 |
| Pledged Shares (policy and status) | Company permits director pledging only with approval; states no directors currently have pledged Company shares |
| Hedging Policy | Comprehensive insider trading policy prohibits hedging for associates; limited exception applies only to certain Bainum family directors’ indirectly held shares (not compensation shares); directors prohibited from margin accounts |
| Director Ownership Guideline | 5× cash retainer; Company states all directors either meet or are within 5-year ramp |
Governance Assessment
- Committee leadership and independence: Jews chairs Audit and serves on Compensation and Diversity committees; the Audit Committee meets frequently (8x), and he is designated an “audit committee financial expert”—a positive signal for financial oversight and controls .
- Attendance and engagement: Board met 4x; each director attended ≥75% of Board/committee meetings; 4 independent director executive sessions, indicating robust independent oversight .
- Compensation alignment and shareholder support: Say-on-pay received 99% approval in 2024, suggesting investor confidence in pay-for-performance programs; Compensation Committee utilizes an independent consultant and reports no conflicts .
- Ownership alignment: Director stock ownership guidelines (5× cash retainer) with Company reporting overall compliance or ramp-up; Jews maintains restricted stock and deferred shares, aligning his interests with shareholders .
- Potential conflicts/related-party exposure: No related-party transactions disclosed involving Jews; related-party items primarily involve Bainum family franchisee Sunburst and aircraft leases, subject to policy approvals and uniform terms—no exposure attributable to Jews –.
- Risk indicators: No directors have pledged shares; hedging broadly prohibited; strong governance features include clawback policy for executives, independent committees, annual Board/committee assessments, and regular executive sessions .
- Board refreshment and tenure: Age-related waiver underscores the Board’s case-by-case approach to retaining high-contributing directors while continuing refreshment; balanced Board composition across tenure/age, with a Lead Independent Director structure .
Director Compensation Mix and Policy Evolution
- 2024 mix: Cash fees plus time-based restricted stock; Jews received $145,500 cash and $152,596 stock, with no other compensation, totaling $298,096 .
- 2025 change: Effective after 2025 Annual Meeting, non-employee directors will receive $85,000 cash and $175,000 stock retainers (committee fee structure unchanged), modestly increasing equity alignment .
RED FLAGS
- Tax gross-up policy applies to “Stay at Choice” program reimbursements for directors; Jews had no “All Other Compensation” in 2024 (mitigates individual concern), but policy may be viewed unfavorably by some investors .
- Supermajority provisions: Board recommended supporting a shareholder proposal to consider simple majority voting, acknowledging shareholder rights concerns and high insider ownership concentration (Bainum family ~42% aggregated) .
Investor Implications
- Jews’ audit leadership and “financial expert” designation support audit quality and risk oversight, a positive governance indicator for CHH .
- Strong shareholder support for compensation practices and robust independent oversight (executive sessions, independent committees) enhance investor confidence; absence of conflicts involving Jews reduces governance risk –.
- Ownership alignment via restricted stock and deferred shares, combined with director ownership guidelines, align incentives; no pledging by directors mitigates alignment risks .