CHOICE HOTELS INTERNATIONAL INC /DE CHH

45% shingled-prose overlap between the two filings.

2025: 64,652 chars · 2026: 65,281 chars

• Committee Report:83% overlap (652 → 632 chars)
• Pay Ratio (Item 402(u)):51% overlap (1,841 → 1,901 chars)
• Say-on-Pay proposal:39% overlap (25,000 → 25,000 chars)

• changedThis Compensation Discussion and Analysis ("CD&A") describes our executive compensation philosophy, summarizes the principles of our executive compensation program and analyzes our pay decisions for 2025. 2024.
• changedExecutive SummaryChoice is committed to delivering high performance and long-term value creation for ourshareholders and franchisees, with a pay-for-performance executive compensation program that reflects leadership execution and results. franchisees.
• newThrough disciplined capital allocation and strategic decision-making, Choice’s leadership delivered operating income and enterprise revenue at 99.2% of plan in 2026 despite industry-wide RevPAR pressure, macroeconomic headwinds, and deliberate portfolio optimization actions taken to strengthen the business for the long term.
• newExecutive compensation is structured through a balanced mix of fixed and variable pay to reward performance, align executives with shareholder outcomes, and support sustained value creation.Management’s strategic focus on brand growth, the guest and franchisee value proposition, platform expansion, and talent has driven consistent execution across market cycles, with intentional investments to reposition brands, expand platform capabilities, and accelerate growth beyond 2026.Our NEOs For purposes of this CD&A and the compensation tables, our NEOs for 2025 are:Patrick S.
• newDragisich1Chief Growth & Strategy Officer Simone Wu2Former Senior Vice President, General Counsel, Corporate Secretary & External AffairsPatrick CimerolaChief Human Resources Officer 1 Prior to March 24, 2026, Dominic Dragisich was Executive Vice President, Operations & Chief Global Brand Officer.2 As previously announced on February 20, 2026, Ms. Wu informed us of her retirement from the Company in the first half of 2026, remaining in her current role until her successor is appointed and working with the Company to assist in an orderly transition.
• changedTable of ContentsExecutive Summary40Compensation Decision-Making Processes56Compensation Processes57CompensationPhilosophy and Objectives46Other Objectives47OtherBenefit Programs and Policies582025 Policies592024Compensation Program47 Program48
• changed2025 2024Total Direct Compensation Mix
• changedThe charts below show the mix of total direct compensation (“TDC”) (base salary, short-term incentive: Management Incentive Plan ("MIP"), actual long-term incentive: PVRSUs) PVRSUsandoptions)for the CEO and other NEOs in 2025. 2024.
• changedConsistent with our pay-for-performance philosophy, approximately 83% 84%of our CEO's TDC, and on average 78% for our other NEOs' TDC, is variable or performance-based.
• changed2025 2024TOTAL DIRECT COMPENSATION
• changed2025 2024Executive Compensation Highlights
• new2025 Business PriorityMetric Metric Weighting2025Performance Achievement2025 Annual Cash Incentive Payout(as percent of Target)Drive profitable operational revenue growthAdjustedOperating Incomeand Brand DirectExpense*Weight varies byrole from 50% to 70%99.2%$519.0 millionadjusted operatingincome 95.0%Drive top line revenue growthCorporate Revenue20%99.2%$975.7 million97.5%Focus on strategic pillars of brand growth, guest and franchisee value proposition enhancements and platform expansionStrategic InitiativesWeight varies byrole from 10% to 20%Overall, StrategicInitiatives slightlybelow plan95.0%
• changed* For all NEOs other than Mr. Dragisich, Ramirez,operating income is utilized.
• changedFor Mr. Dragisich, Ramirez,operating income as well as certain brand direct revenue and expense results (weighted 10%) are utilized.
• newBrand direct revenue and expense performance achieved 99.4% performance.
• new2026 Proxy Statement41
• changed2023 2022- 2025 2024Award ComponentsMetric RationalePerformancePayout75% Rationale2022-2024Performance75%PVRSUs (3-year cliff vesting)Cumulative vestingperiod)Cumulative3-year EPSStrong alignment with shareholder value creation107%EPS achievement of $19.98 creationEPSfor2022-2024$18.76vs. $18.62 target 136% $14.91target2022-2024PVRSUsPayout:200%(as percent of Target) Target)TSRModifier:NoAdjustment+/-15% relative 3-Year TSR modifierStock investment performance relative to peers* 3-Year modifierOutperformpeers’*stockpriceperformance3-YearTSR % rank: 34th 49thpercentile (no modifier)TSR Modifier: No Adjustment25% modifier)25%Options (pro rata vesting over 4 years)Stock price performanceNo value unless increase in stock priceStrengthen pay for performance alignment via share price performance
• changedThe graph below matches the cumulative 5-Year total return of holders of Choice Hotels International, Inc.'s common stock with the cumulative total returns of the NYSE Composite index, the S&P 500 Hotels, Resorts & Cruise Lines index, the S&P 400 Consumer Discretionary index and a customized peer group of companies.** The graph assumes that the value of the investment in our common stock, in each index, and in the peer group (including reinvestment of dividends) was $100 on December 31, 2020 2019and tracks it through December 31, 2025. 2024.
• changed* $100 invested on 12/31/20 12/31/19in stock or index, including reinvestment of dividends.
• new12/31/2012/31/2112/31/2212/31/2312/31/2412/31/25Choice Hotels International, Inc.100.00 146.69 106.95 108.63 137.08 92.81 NYSE Composite100.00 120.68 109.39 124.46 144.12 169.62 S&P 500 Hotels, Resorts & Cruise Lines100.00 119.84 90.79 150.99 199.57 226.60 S&P 400 Consumer Discretionary100.00 127.69 100.83 125.32 137.12 129.35 Peer Group100.00 114.46 97.48 125.84 139.31 137.63
• new2026 Proxy Statement43
• changedThe following graphic shows the alignment of CEO compensation (base salary, target short-term incentive, and target long-term incentive) to TSR displayed as the value of $100 invested in Company stock at December 31, 2020 2019through December 31, 2025. 2024.
• changedThe 2022, 2023, 2024 2023and 2025 2024long-term incentive amounts in the graphic include includes$6 million of the $30 million one-time Strategic Leadership Alignment Grant awarded to our CEO in 2022, representing one-fifth of the aggregate grant date fair value of such award.
• newAll other compensation values are taken from the relevant columns of Summary Compensation Table for the respective year; for short-term incentive, amounts are the total from the columns "Bonus" and "Non-Equity Incentive Plan Compensation.
• changedBecause of the availability of comparable information, all data for peers is for the years 2022, 2023 2021,2022and 2024. 2023.
• newAssumptions
• new1.Equity is valued with a 12/31/2025 stock price.
• new2.Performance-based awards shown at target for outstanding cycles; shown at earned # of shares for closed cycles (includes special equity grants, etc.).
• changedIncludesAll awards granted during the covered period.
• new3.Data for peers represents FY22-FY24; data for Choice represents FY23-FY25.
• new4.TSR performance reflects the period between 12/31/2022-12/31/2025.
• changedThe table below presents our TSR performance and the Company's TSR percentile rank among the 2025 2024peer group.
• newPerformance PeriodChoice Cumulative TSRPerformanceChoice’s TSR PercentileRank Among2025 Peer Group(1)(2)One-Year (2025)(32.3%)19%Three-Year (2023-2025)(13.2%)31%
• new2026 Proxy Statement45
• changedIn 2025, 2024,our say-on-pay vote was 95% 99%voting in favor.
• changedIn Fall 2025, 2024,we reached out to shareholders representing over 90% of outstanding shares, and met with holders representing more than 50% outstanding shares, to discuss a broad range of topics, including executive compensation decisions.
• changedGiven the level of shareholder support at 95%, 99%,the Committee believes our shareholders recognized that our compensation program continues to provide pay-for-performance alignment and best practice market competitive pay that incentivizes our NEOs to maximize shareholder while supporting recognition and retention of key talent.
• changedThe Company’s philosophy guided groundedcompensation decision-making in 2025 2024and was critical in helping to drive focus and alignment recognizetheexceptionalleadershipof pay and performance. ourexecutives.
• changedObjectiveDescriptionPay for PerformanceLink pay through short- and long-term incentives to corporate (financial and strategic) and individual performance to encourage and reward excellence and outcomes that deliver strong Company performance and enhance shareholder valueEncourage GrowthEncourage the exploration of growth opportunities, including opportunities in business areas that leverage core competencies and / or enhance our franchising business modelCompetitive PayAssure that compensation is aligned with performance relative to companies of similar complexity (e.g., multi-brand franchisors and hospitality industry) and scale (e.g. system-wide gross room revenue and market capitalization) providing effective incentives incentivethat strengthen strengthensretention, and reward rewardsperformanceShareholder AlignmentAlign the interests of executives with those of our shareholders through grants of equity-based compensation that, coupled with our stock ownership requirements, create significant ongoing equity ownership and drive long-term focus on share value appreciationLong-Term FocusFoster long-term focus and continued investment in the growth required for top percentile performance in the hospitality industry through performance-based equity incentives that vest over time in three to five yearsInternal Pay EquityConsider internal pay equity to strategically position individual executive pay with the desired positioning relative to each other, as well as all employeesRecruitment and RetentionEnable the recruitment and retention of highly qualified executives able to excel within a complex organization that manages extensive system-wide gross room revenues in a rapidly changing, disruptive distribution environment
• new2025 Compensation Program
• new2026 Proxy Statement47
• changedSelect NEOs received salary increases in 2025, 2024,as set forth below.
• changedMr. Pacious' and Mr. Oaksmith's Pacious'sbase salary adjustments reflect adjustmentreflectsa market adjustment to strengthen their hiscompetitive positioning.
• changedMr. Dragisich, Ms. Wu, and Mr. Cimerola Dragisichdid not receive an increase in base compensation.
• newDecember 31, 2024($)December 31, 2025($)Increase(%)Patrick Pacious$1,250,000 $1,300,000 4.0%Scott Oaksmith$600,000 $675,000 12.5%Dominic Dragisich$750,000 $750,000 —%Simone Wu$585,000 $585,000 —%Patrick Cimerola$500,000 $500,000 —%
• changedThe targets for the MIP were set at the beginning of 2025 2024and for Mr. Pacious and Mr. Oaksmith were based 70% 80%onachieving an operating income goals, 20% on achieving enterprise revenue goals, goalsand 10% 20%on achieving strategic objectives.
• changedFor Mr. Dragisich, his target for the MIP was based 50% 70%on achieving operating income goals, 20% on achieving enterprise revenue goals, 10% on achieving certain brand direct revenue and expenses goals, goalsand 20% 30%on achieving strategic objectives.
• changedFor Ms. Wu and Mr. Cimerola, their Pepper,histarget for the MIP was based 60% 40%on achieving operating income goals, 20% on achieving enterprise revenue goals, goalsand 20% 60%on achieving strategic objectives.
• newMr. Oaksmith's target increased from 75% in 2024 to 100% in 2025 to strengthen his competitive positioning.
• changedThere were no other changes to the target percentages in 2025 2024for the priorNEOs as compared to the 2024 2023target percentages.
• changedThe threshold, target and maximum incentive levels for each of the NEOs for 2025 2024were:
• newNEOThreshold Target Maximum Pacious100.0%200.0%400.0%Oaksmith50.0%100.0%200.0%Dragisich57.5%115.0%230.0%Wu30.0%60.0%120.0%Cimerola30.0%60.0%120.0%
• changedPerformance Metric*Why MetricWhyMetric is UsedHow Goals are SetOperatingIncome SetOperatingIncome*Heightens the focus on driving profitable operational revenue growth.
• changedThe weighting of operating income varies by NEO from between 50% 25%to 70%.The 80%.TheBoard approves operating income goals in February of the performance year.
• newEnterprise RevenueDrive top line revenue growth.
• newThe weighting of enterprise revenue for all NEOs is 20%.The Board approves enterprise revenue goals in February of the performance year.
• newFor Messrs.
• newPacious and Oaksmith the percentage is 10%, for Messrs.
• changedDragisich and Cimerola and Ms. Wu, the ForMr.Pepper,thispercentage is 20%.The 60%.TheBoard approves the Company's strategic initiative goals in February of the performance year.
• new* 10% weight for Mr. Dragisich only is tied to certain direct revenue and expense goals that are approved by the Board in February.
• changedThe Committee established operating income of $522.9 $495.4million as a performance metric target for the 2025 2024MIP.
• changedThe 2025 2024MIP was structured to fund 50% 40%to 70% 80%of the bonus pool at the target bonus level for each NEO upon achievement of the operating income target for the year and to pay and fund a percentage of the target incentive for operating income performance above or below the target.
• changedThe Committee expected achievement of the operating income target to be at least as difficult as the Committee expected the achievement of the 2023 2022and 2024 2023operating income targets to be when established, and recognized the goals are in line with growth and investment strategy to drive significant long term results.
• newCorporate Revenue
• newThe Committee established corporate revenue of $976.9 million as a performance metric target for the 2025 MIP.
• newThe recommended target excluded the impact of the Company’s marketing and reservation system activities, management company reimbursable revenues, and franchisee related pass-thru revenues as these activities are contractually required to break even over the long-term.
• newThe 2025 MIP was structured to fund 20% of the bonus pool at the target bonus level for each NEO upon achievement of the corporate revenue target for the year and to pay and fund a percentage of the target incentive for performance above or below the target.
• newFor purposes of our incentive compensation, corporate revenue, as defined by the Committee, is calculated in accordance with GAAP.
• newThe Committee expected achievement of the corporate revenue target to be at least as difficult as the Committee expected the achievement of prior year targets to be when established, and recognized the goals are in line with growth and investment strategy to drive significant long term results.
• new2026 Proxy Statement49
• newDirect Brand Revenue and Expense
• changedMr. Pacious recommended, and the Committee approved, brand financial results, including selected revenue and expenses as a 10% weighted performance goal for the 2025 2024MIP for Mr. Dragisich. Ramirez.
• changedMr. Pacious recommended, other than for himself, certain strategic initiatives as a performance goal for the 2025 2024MIP.
• newThe Board approved the corporate short- and long-term strategic plan against which 2025 MIP performance goals for each NEOs were set.
• newFurther, the Committee approved the weight of the strategic initiatives for each NEO, which for the 2025 MIP was between 10% and 20% of the total bonus.
• changedPayment for this component requires a minimum operating income achievement of at least 75% of target to fund any bonus. bonusforthiscomponent.
• changedThe actual percentage of the target incentive paid for this component strategicinitiativesperformancefortheNEOsis paidbased on achievement against the targeted strategic initiatives.
• changedSHORT-TERM INCENTIVE PERFORMANCE RESULTS RESULTS*
• newReflecting Strong Performance in a Challenging Macro-economic Environment
• new2025 Performance LevelMetricWeightingAchievement %WeightedPayout %Performance Metric(1)ThresholdTargetMaximumOperating Income(adjusted)99.2%95.0%Enterprise Revenue99.2%97.5%Strategic Initiatives(2)95.0%95.3%Payout Percentage95.6%

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