CHOICE HOTELS INTERNATIONAL INC /DE, DEF 14A filed on 4/22/2026
Proxy Statement (definitive)
v3.26.1
Cover
 12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name CHOICE HOTELS INTERNATIONAL INC /DE
Entity Central Index Key 0001046311
v3.26.1
Pay vs Performance Disclosure
number in Millions
 12 Months Ended
Dec. 31, 2025
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Average Summary Compensation Table Total for Non-PEO Named Executive OfficersAverage Compensation Actually Paid to Non-PEO Named Executive OfficersValue of Initial Fixed $100 Investment Based on:
YearSummary Compensation Table Total for PEOCompensation Actually Paid to PEOTotal Shareholder Return
Peer Group
Total
Shareholder
Return(1)
Net Income
(millions)		Operating Income
(millions)
2025$8,074,700 $(5,194,276)$2,902,051 $793,472 $92.81 $129.35 $369.9 $448.4 
2024$7,790,269 $16,855,709 $2,802,817 $4,310,831 $142.00 $179.62 $299.7 $514.1 
2023$6,379,785 $6,243,398 $2,289,204 $2,326,614 $112.51 $164.16 $258.5 $375.0 
2022$37,993,749 $27,120,091 $4,678,116 $3,426,471 $110.76 $132.09 $332.2 $478.6 
2021$11,153,040 $24,056,522 $2,641,391 $4,742,732 $151.93 $167.26 $289.0 $428.9 
(1)Peer group consists of S&P 400 Consumer Discretionary index
        
Company Selected Measure Name Operating Income        
Named Executive Officers, Footnote
Patrick Pacious was the PEO for all years in the table. The Non-PEO NEOs for the 5 years are shown in the following table:
Non-PEO NEO20212022202320242025
Scott Oaksmithxxx
Dominic Dragisichxxxxx
David Pepperxxxx
Simone Wuxxxxx
Patrick Cimerolax
Raul Ramirezx
Robert McDowellx
John Bondsxx
        
PEO Total Compensation Amount $ 8,074,700 $ 7,790,269 $ 6,379,785 $ 37,993,749 $ 11,153,040
PEO Actually Paid Compensation Amount $ (5,194,276) 16,855,709 6,243,398 27,120,091 24,056,522
Adjustment To PEO Compensation, Footnote
The calculation of CAP is shown in the table below, which describes the adjustments, each of which is prescribed by SEC rule, to calculate CAP from the Summary Compensation Table amounts. The Summary Compensation Table amounts and CAP do not reflect the actual amount of compensation earned by or paid to our executives during the applicable years, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act. Note that the year over year changes were impacted significantly by the change in the year-end stock prices which decreased by 28% from 2021 to 2022, increased by 25% from 2023 to 2024, and saw a significant decrease of 33% from 2024 to 2025. CAP was also impacted by PVRSUs that did not pay out or paid out below target due to the pandemic and resulting economic shutdown.
Adjustments for stock and option awards ($ millions)
PEO or
Non-PEO		FYTotal
Comp
from SCT		(Subtract):
SCT stock
and option
award
amounts		Add: Fair
value at
year
end of
awards
granted
during the
covered
fiscal year
that are
outstanding
and
unvested at
year end		Add
(Subtract):
Year-over-
year change
in fair value
of awards
granted in
any prior
fiscal year
that are
outstanding
and
unvested at
year end		Add
(Subtract):
Change as
of the
vesting
date (from
the end of
the prior
fiscal year)
in fair value
of awards
granted in
any prior
fiscal year
for which
vesting
conditions
were
satisfied
during
such
year		(Subtract):
Fair value
at end of
prior year
of awards
granted in
any prior
fiscal year
that fail to
meet the
applicable
vesting
conditions
during
such
year		Add:
Dividends
or other
earnings
paid on
stock or
option
awards in
the covered
year prior
to vesting if
not
otherwise
included in
the total
comp for
the covered
year		Comp
Actually
Paid
(as
calculated)
PEO20258.1 (4.0)2.4 (11.9)0.1 — 0.2 (5.2)
PEO20247.8 (3.0)4.1 8.0 (0.2)— 0.2 16.9 
PEO20236.4 (2.0)2.3 (1.7)1.1 — 0.2 6.2 
PEO202238.0 (32.0)26.3 (5.1)(0.3)— 0.1 27.1 
PEO202111.2 (6.7)12.5 7.0 0.1 — — 24.1 
Non-PEO(1)
20252.9 (1.6)1.0 (1.5)— — — 0.8 
Non-PEO(1)
20242.8 (1.5)2.0 1.0 — — — 4.3 
Non-PEO(1)
20232.3 (1.1)1.2 (0.3)0.2 — — 2.3 
Non-PEO(1)
20224.7 (3.3)2.7 (0.7)(0.1)— — 3.4 
Non-PEO(1)
20212.6 (1.3)2.3 1.1 — — — 4.7 
(1)Amounts presented are averages for the entire group of Other NEOs in each respective year.
        
Non-PEO NEO Average Total Compensation Amount $ 2,902,051 2,802,817 2,289,204 4,678,116 2,641,391
Non-PEO NEO Average Compensation Actually Paid Amount $ 793,472 4,310,831 2,326,614 3,426,471 4,742,732
Adjustment to Non-PEO NEO Compensation Footnote
The calculation of CAP is shown in the table below, which describes the adjustments, each of which is prescribed by SEC rule, to calculate CAP from the Summary Compensation Table amounts. The Summary Compensation Table amounts and CAP do not reflect the actual amount of compensation earned by or paid to our executives during the applicable years, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act. Note that the year over year changes were impacted significantly by the change in the year-end stock prices which decreased by 28% from 2021 to 2022, increased by 25% from 2023 to 2024, and saw a significant decrease of 33% from 2024 to 2025. CAP was also impacted by PVRSUs that did not pay out or paid out below target due to the pandemic and resulting economic shutdown.
Adjustments for stock and option awards ($ millions)
PEO or
Non-PEO		FYTotal
Comp
from SCT		(Subtract):
SCT stock
and option
award
amounts		Add: Fair
value at
year
end of
awards
granted
during the
covered
fiscal year
that are
outstanding
and
unvested at
year end		Add
(Subtract):
Year-over-
year change
in fair value
of awards
granted in
any prior
fiscal year
that are
outstanding
and
unvested at
year end		Add
(Subtract):
Change as
of the
vesting
date (from
the end of
the prior
fiscal year)
in fair value
of awards
granted in
any prior
fiscal year
for which
vesting
conditions
were
satisfied
during
such
year		(Subtract):
Fair value
at end of
prior year
of awards
granted in
any prior
fiscal year
that fail to
meet the
applicable
vesting
conditions
during
such
year		Add:
Dividends
or other
earnings
paid on
stock or
option
awards in
the covered
year prior
to vesting if
not
otherwise
included in
the total
comp for
the covered
year		Comp
Actually
Paid
(as
calculated)
PEO20258.1 (4.0)2.4 (11.9)0.1 — 0.2 (5.2)
PEO20247.8 (3.0)4.1 8.0 (0.2)— 0.2 16.9 
PEO20236.4 (2.0)2.3 (1.7)1.1 — 0.2 6.2 
PEO202238.0 (32.0)26.3 (5.1)(0.3)— 0.1 27.1 
PEO202111.2 (6.7)12.5 7.0 0.1 — — 24.1 
Non-PEO(1)
20252.9 (1.6)1.0 (1.5)— — — 0.8 
Non-PEO(1)
20242.8 (1.5)2.0 1.0 — — — 4.3 
Non-PEO(1)
20232.3 (1.1)1.2 (0.3)0.2 — — 2.3 
Non-PEO(1)
20224.7 (3.3)2.7 (0.7)(0.1)— — 3.4 
Non-PEO(1)
20212.6 (1.3)2.3 1.1 — — — 4.7 
(1)Amounts presented are averages for the entire group of Other NEOs in each respective year.
        
Compensation Actually Paid vs. Total Shareholder Return
02_CHH_2026_Non-Employee_CAP vs TSR.jpg
        
Compensation Actually Paid vs. Net Income
02_CHH_2026_Non-Employee_Cap vs Net.jpg
        
Compensation Actually Paid vs. Company Selected Measure
02_CHH_2026_Non-Employee_CAP vs Operating Income.jpg
        
Total Shareholder Return Vs Peer Group
02_CHH_2026_Non-Employee_CAP vs TSR.jpg
        
Total Shareholder Return Amount $ 92.81 142.00 112.51 110.76 151.93
Peer Group Total Shareholder Return Amount 129.35 179.62 164.16 132.09 167.26
Net Income (Loss) $ 369,900,000 $ 299,700,000 $ 258,500,000 $ 332,200,000 $ 289,000,000.0
Company Selected Measure Amount 448.4 514.1 375.0 478.6 428.9
PEO Name Patrick Pacious Patrick Pacious Patrick Pacious    
Measure:: 1          
Pay vs Performance Disclosure          
Name Operating Income        
Measure:: 2          
Pay vs Performance Disclosure          
Name TSR        
Measure:: 3          
Pay vs Performance Disclosure          
Name Net Income        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (4,000,000.0) $ (3,000,000.0) $ (2,000,000.0) $ (32,000,000.0) $ (6,700,000)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,400,000 4,100,000 2,300,000 26,300,000 12,500,000
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (11,900,000) 8,000,000.0 (1,700,000) (5,100,000) 7,000,000.0
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 100,000 (200,000) 1,100,000 (300,000) 100,000
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 200,000 200,000 200,000 100,000 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,600,000) (1,500,000) (1,100,000) (3,300,000) (1,300,000)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,000,000.0 2,000,000.0 1,200,000 2,700,000 2,300,000
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,500,000) 1,000,000.0 (300,000) (700,000) 1,100,000
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 200,000 (100,000) 0
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0 $ 0
v3.26.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
The Company grants equity awards, including stock options. Neither the Board of Directors nor the Human Capital and Compensation Committee takes material nonpublic information into account when determining the timing or terms of equity awards, nor does the Company time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Award Timing Method
The Company grants equity awards, including stock options. Neither the Board of Directors nor the Human Capital and Compensation Committee takes material nonpublic information into account when determining the timing or terms of equity awards, nor does the Company time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Award Timing MNPI Considered false
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true