Nominees Are Seasoned Leaders with Financial and Operational Experience Across Hospitality, Franchising and Other Relevant Industries
Wyndham Shareholders Deserve a Board Focused on Good Governance and Its Fiduciary Duty to Drive Shareholder Value
NORTH BETHESDA, Md., Jan. 22, 2024 — Choice Hotels International, Inc. (NYSE: CHH) (“Choice”), one of the world’s most successful lodging franchisors, today announced that it has proposed eight independent, highly qualified individuals to stand for election at the 2024 Annual Shareholder Meeting of Wyndham Hotels & Resorts, Inc. (NYSE: WH) (“Wyndham”).
Stewart W. Bainum, Chair of Choice’s Board of Directors, said, “These nominees are proven leaders with wide-ranging expertise across relevant industries, including deep proficiency in the hospitality and franchising sectors. We are confident the nominees’ industry, finance, governance and board experience will greatly benefit Wyndham shareholders. Most importantly, if elected, the nominees will exercise their independent judgment to serve Wyndham shareholders’ best interests, which Choice believes is to move with urgency to maximize the value that could be created for them through a combination with Choice.”
Patrick Pacious, President and Chief Executive Officer of Choice, said, “With this slate of independent, highly qualified candidates for election to the Wyndham Board, Wyndham shareholders will have an opportunity to be represented by a board that will fulfill its fiduciary duty to act in the shareholders’ best interests and consider any and all paths to create value. Unfortunately, the current Wyndham Board continues to refuse to engage in meaningful negotiations regarding a combination with Choice that would create extraordinary value. By supporting these nominees and participating in our exchange offer, Wyndham shareholders can send a clear message to the Wyndham Board.”
The nominees proposed by Choice understand the nuances of the franchising model and the increasing pressure franchisees face from rising operating costs, larger hotel chains and dominant online travel agencies – pressures that will only mount as the lodging sector becomes even more competitive with new brand entrants. The nominees are:
Barbara Bennett: Barbara Bennett has served as the Founder and Principal Executive of Bennett West LLC, a business consulting firm, since 2020. While consulting at Bennett West, she served as the Chief Operating Officer for Waverley Street Foundation, a start-up nonprofit supporting community climate solutions. Ms. Bennett spent the majority of her career at Discovery Communications, Inc., where she served for 17 years in senior financial leadership roles, including as the Chief Financial Officer. Ms. Bennett has served in various other executive roles throughout her career, including as President and Chief Operating Officer of Vulcan Inc., a diversified management company founded by the late Paul Allen, the Executive Vice President and Chief Financial Officer of Digital First Media and the senate-confirmed Chief Financial Officer of the U.S. Environmental Protection Agency, as well as on a variety of non-profit and for-profit boards. Throughout her career, she has acquired substantial experience in executive leadership, governmental matters, corporate finance and corporate governance.
Emanuel Pearlman: Emanuel Pearlman has served as the Chair and Chief Executive Officer of Liberation Investment Group, an investment management and financial consulting firm which he founded, since 2003. On top of his 20-plus years of experience in multiple disciplines including hospitality, travel and corporate finance, Mr. Pearlman has been a valuable addition on the boards of numerous public companies throughout his career, including current service on the boards of Diebold Nixdorf, Inc., a global company that provides banking solutions and retail technology systems (member of the Finance and People & Compensation Committees), Network-1 Technologies, Inc., an intellectual property development and monetization service provider (Chair of the Audit Committee and member of the Nominating and Corporate Governance Committee), and MidCap Financial Investment Corporation, a business development organization focused on providing senior debt solutions to middle market companies (member of the Audit, Compensation and Nominating and Corporate Governance Committees). He previously served on, among others, the boards of Red Box Entertainment, Inc. (Chair of the Strategic Review Committee), Atlas Crest Investment Corp. (Chair of the Audit Committee and member of the Compensation and Nomination & Governance Committees), Atlas Crest Investment Corp. II (Chair of the Audit Committee and member of the Compensation and Nomination & Governance Committees), Empire Resorts, Inc. (Chair of the Board) and CEVA Logistics, AG (member of the Audit and Nomination & Governance Committees). Mr. Pearlman has substantial mergers and acquisitions, corporate finance and corporate governance experience.
Fiona Dias: Fiona Dias is a digital commerce consultant and served as the Chief Strategy Officer of ShopRunner, an online shopping service, from 2011 to 2014. Prior to her role at ShopRunner, Ms. Dias held the Executive Vice President of Strategy & Marketing role at GSI Commerce, Inc., a provider of digital commerce solutions. Prior to that, she was the Executive Vice President and Chief Marketing Officer of Circuit City Stores, a specialty retailer of consumer electronics, and also served in senior marketing positions with PepsiCo, Pennzoil-Quaker State, and Procter & Gamble. Ms. Dias also has substantial experience on numerous public company boards, including current service on the boards of Anywhere Real Estate, Inc., the leading and most integrated provider of U.S. residential real estate services (member of the Compensation and Product & Technology Committees), and Qurate Retail, Inc., the largest player in video commerce (member of the Audit and Nominating & Governance Committees). She previously served on the boards of Berkshire Grey Inc. (Chair of the Nominating & Governance Committee and member of the Audit Committee), Advance Auto Parts Inc. (member of the Compensation, Finance, and Nominating & Governance Committees), Home Shopping Network, Inc. (member of the Compensation Committee), Choice Hotels International, Inc. (Chair of the Diversity Committee and member of the Compensation and Nominating & Governance Committees) and Lifetime Brands Inc. Ms. Dias has substantial knowledge in hospitality, executive leadership and corporate governance.
James Nelson: James Nelson has served as Chief Executive Officer of Global Net Lease, Inc., a publicly traded real estate investment trust focused on acquiring a global portfolio of commercial properties, since 2017. Mr. Nelson led the September 2023 merger of The Necessity Retail REIT Inc. and Global Net Lease. Before Global Net Lease, Mr. Nelson was Chair and Chief Executive Officer of Eaglescliff Corporation, a specialty investment banking, consulting, and wealth management company. He also has substantial experience on numerous public company boards, including current service on the boards of Global Net Lease and Chewy, Inc., a leading digital pet product marketplace (Chair of the Audit Committee). He previously served on, among others, the boards of Xerox Holdings Corporation (Chair and member of the Audit, Technology and Corporate Governance Committees), Roman DBDR Tech Acquisition Corp. (Chair of the Audit Committee), Herbalife Ltd. (Lead Director and member of the Audit Committee), Caesars Entertainment Corporation (member of the Audit Committee) and Icahn Enterprises G.P. Inc. (member of the Audit Committee). Mr. Nelson has nearly four decades of professional experience in mergers and acquisitions, executive leadership, corporate finance and corporate governance.
Jay Shah: Jay Shah has served as the Executive Chair of the Board of Trustees of Hersha Hospitality Trust, also known as Hersha Hotels and Resorts, a real estate investment trust that owns and operates luxury and lifestyle hotels in urban gateway and regional resort markets, since 2023. He previously served as its Chief Executive Officer. Mr. Shah also currently serves on the board of HHM Hotels, a private equity backed hotel management and investment platform, as well as the Cornell University Dean’s Advisory Board for the School of Hotel Administration. He is also on the board of the American Hotel and Lodging Association. Mr. Shah is an experienced hospitality executive with expertise in franchising, hotel management, executive leadership and corporate finance.
Nana Mensah: Nana Mensah has served as the founder, Chair and Chief Executive Officer of ‘XPORTS Inc., a privately held company that exports food packaging and food processing equipment to distributors and wholesalers outside of the United States, since 2005. Prior to his role at ‘XPORTS, Mr. Mensah served as the Chief Operating Officer of Church’s Chicken. He has also held senior positions with Long John Silver’s, PepsiCo and KFC throughout his career. Mr. Mensah currently serves on the board of public company Darden Restaurants Inc., a premier full-service dining company and franchisor for more than 1,900 restaurants (Chair of the Finance Committee and member of the Compensation Committee). He previously served on the board of Reynolds American Inc. (Chair of the Compensation & Leadership Development Committee and member of the Corporate Governance, Nominating and Sustainability Committee). Mr. Mensah has spent decades building a wealth of knowledge in franchising, hospitality, mergers and acquisitions and corporate governance.
Susan Schnabel: Susan Schnabel has served as the Founder and Co-Managing Partner of aPriori Capital Partners, an independent leveraged buyout fund advisor, since 2014. Prior to her role at aPriori, she spent 14 years at Credit Suisse, including as Managing Director in the Asset Management Division and Co-Head of DLJ Merchant Banking Partners. She has substantial experience on numerous public company boards, including current service on the boards of Altice USA Inc., one of the largest broadband communications and video services providers in the United States (member of the Audit and Compensation Committees), Kayne Anderson BDC, an investment organization focused on debt investments in middle-market companies (member of the Audit and Nominating Committees), and KKR Private Equity Conglomerate (member of the Audit Committee). She previously served on the board of Versum Materials, Inc. (member of the Audit, Corporate Governance and Nominating Committees). Ms. Schnabel has substantial experience in mergers and acquisitions, executive leadership and corporate finance.
William Grounds: William Grounds has served as Principal of his wholly owned advisory business, Burraneer Capital Advisors LLC, since 2022. Additionally, he served as the President and Chief Operating Officer of Infinity World Development Corp., whose principal business was a $5 billion investment in the CityCenter mixed use integrated resort property located in Las Vegas, Nevada. Mr. Grounds also led the private equity real estate funds management business for Investa Property Group, a real estate investment manager. Mr. Grounds currently serves on the boards of directors of PointsBet Holdings, a global online gaming company, and Consumer Portfolio Services, a consumer finance company (member of the Compensation and Nominating Committees). He previously served on the boards of public companies MGM Resorts International (member of the Corporate Social Responsibility and ESG Committees) and Remark Holdings (member of the Compensation, Audit & Nominating & Governance Committees). Mr. Grounds is an experienced leader in hospitality, real estate, executive leadership and corporate finance.
Advisors
Moelis & Company LLC, Goldman Sachs & Co. LLC and Wells Fargo are serving as financial advisors to Choice and Willkie Farr & Gallagher LLP and Axinn, Veltrop & Harkrider LLP are serving as legal advisors.
