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CHH » Topics » NON-EXECUTIVE DIRECTOR COMPENSATION FOR 2008

This excerpt taken from the CHH DEF 14A filed Apr 1, 2009.

NON-EXECUTIVE DIRECTOR COMPENSATION FOR 2008

During 2008, non-employee directors were entitled to receive the following cash and equity compensation:

 

     Compensation
($)

Annual Retainer—Stock

   

Members—Independent

    110,000

Retainer—Cash

   

Audit Committee Chair

    15,000

Compensation Committee Chair

    7,500

Corporate Governance and Nominating Committee Chair

    4,000

Diversity Committee Chair

    4,000

Annual Meeting Fees

   

Board Meeting Fee

    2,000

Committee Meeting Fee

    2,000

Telephonic Meeting Fee

    1,000

Lead Independent Director Fee

    1,000

Other

   

Initial Stock Grant

    50,000

The following table illustrates the compensation paid to non-employee directors during 2008:

 

Name(1)

    Fees
Earned or
Paid in
Cash($)(2)		    Stock
Awards($)(3)		    All Other
Compensation($)(4)		    Total ($)

Fiona P. Dias

    22,000    106,686    4,122    132,808

Scott A. Renschler

    12,000    39,736    —      51,736

William L. Jews

    20,000    114,476    —      134,476

John T. Schwieters

    42,000    108,917    3,271    154,188

Ervin R. Shames

    40,500    106,686    1,544    148,730

Gordon A. Smith

    21,000    106,686    —      127,686

David C. Sullivan

    27,000    114,476    —      141,476

 

(1) Neither Mr. Ledsinger nor Mr. Joyce is included in the table as they served as employees of Choice during 2008. Thus, neither officer receives any compensation for his role as director. Stewart Bainum, Jr., Chairman of the Board, is also an employee of Choice and does not receive compensation for his services as a director. Pursuant to the terms of Mr. Bainum’s employment contract, he is paid an annual salary of $200,000, may participate in the Choice 401(k) and non-qualified deferred compensation plans and is furnished with suitable office space and secretarial assistance, with access to telephone, computer, fax and other reasonable and necessary office space and office supplies. Scott A. Renschler was appointed to the Board of Directors on February 11, 2008.
(2) Represents the amount of cash compensation earned in 2008 for Board and committee service.
(3)

Represents the dollar amount recognized for financial statement reporting purposes with respect to 2008 for fair value of restricted stock awarded in 2008 as well as prior years in accordance with FAS 123(R). Fair value for the grant of restricted stock to our directors is calculated by using the closing price of Choice Common Stock on the date of grant, multiplied by the number of shares. The grant date fair value for the director’s 2008 awards was $110,028. Dr. Renschler received an initial restricted stock grant upon his appointment to the Company’s Board of Directors. The grant date fair value for Dr. Renschler’s initial grant was $50,002 and was calculated using the average of the high and low price on the date of the grant multiplied by the number of shares. The differences in amounts shown among Board members largely

 

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reflect length of service. As of December 31, 2008, each director had the following aggregate number of deferred shares accumulated in their deferral accounts for all years of service as a director, including additional shares credited as a result of reinvestment of dividend equivalents: Fiona P. Dias, 8,998; William L. Jews, 2,175; John T. Schwieters, 8,203; Ervin R. Shames, 11,305; Gordon A. Smith, 8,740; David C. Sullivan, 4,982; and Scott A. Renschler, 0.

(4) This column includes reimbursements processed in 2008 for spousal travel and the Stay at Choice program which provides reimbursements to directors when staying at Choice hotels.

 

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