Choice Hotels International has proposed eight individuals to stand for election at the 2024 annual shareholder meeting of Wyndham Hotels & Resorts.
“These nominees are proven leaders with wide-ranging expertise across relevant industries, including deep proficiency in the hospitality and franchising sectors,” Stewart Bainum, chair of Choice's board of directors, said in a statement. “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."
“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,” Choice President and CEO Patrick Pacious added. “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 are:
Barbara Bennett
Bennett is the founder and principal executive of Bennett West, a business consulting firm, a role she has held since 2020. While consulting at Bennett West, she was the chief operating officer for Waverley Street Foundation, a start-up nonprofit supporting community climate solutions. Bennett spent the majority of her career at Discovery Communications, where held senior financial leadership roles for 17 years, including as the chief financial officer. 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. She has experience in executive leadership, governmental matters, corporate finance and corporate governance.
Emanuel Pearlman
Pearlman has served as the chair and CEO 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, Pearlman has served on the boards of numerous public companies throughout his career, including current service on the boards of Diebold Nixdorf, a global company that provides banking solutions and retail technology systems (member of the Finance and People & Compensation Committees); Network-1 Technologies, 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 Corp., 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 (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 (chair of the Board) and CEVA Logistics (member of the Audit and Nomination & Governance Committees). Pearlman has experience in mergers and acquisitions, corporate finance and corporate governance.
Fiona Dias
Dias is a digital commerce consultant and was the chief strategy officer of ShopRunner, an online shopping service, from 2011 to 2014. Before her role at ShopRunner, Dias was executive vice president of strategy & marketing at GSI Commerce, 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. Dias also has experience on numerous public company boards, currently serving on the boards of Anywhere Real Estate, a provider of U.S. residential real estate services (member of the Compensation and Product & Technology Committees) and video commerce company Qurate Retail (member of the Audit and Nominating & Governance Committees). She previously was on the boards of Berkshire Grey (chair of the Nominating & Governance Committee and member of the Audit Committee); Advance Auto Parts (member of the Compensation, Finance and Nominating & Governance Committees); Home Shopping Network (member of the Compensation Committee); Choice Hotels International (chair of the Diversity Committee and member of the Compensation and Nominating & Governance Committees) and Lifetime Brands. Dias has experience in hospitality, executive leadership and corporate governance.
James Nelson
Nelson has served as CEO of Global Net Lease, Inc., a publicly traded real estate investment trust focused on acquiring a global portfolio of commercial properties, since 2017. Nelson led the September 2023 merger of The Necessity Retail REIT Inc. and Global Net Lease. Before Global Net Lease, Nelson was Chair and CEO 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, a digital pet product marketplace (Chair of the Audit Committee). He previously served on, among others, the boards of Xerox Holdings Corp. (chair and member of the Audit, Technology and Corporate Governance Committees); Roman DBDR Tech Acquisition Corp. (chair of the Audit Committee); Herbalife (Lead Director and member of the Audit Committee); Caesars Entertainment Corp. (member of the Audit Committee); and Icahn Enterprises (member of the Audit Committee). Nelson has nearly four decades of experience in mergers and acquisitions, executive leadership, corporate finance and corporate governance.
Jay Shah
Shah has been 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, since 2023. He previously served as its CEO. 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. Shah has experience in franchising, hotel management, executive leadership and corporate finance.
Nana Mensah
Mensah has served as the founder, chair and CEO of 'XPORTS Inc., a privately held company that exports food packaging and food processing equipment to international distributors and wholesalers, since 2005. Before his role at 'XPORTS, Mensah was the chief operating officer of Church's Chicken. He also held senior positions with Long John Silver's, PepsiCo and KFC throughout his career. Mensah currently serves on the board of public company Darden Restaurants, a 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 was on the board of Reynolds American (chair of the Compensation & Leadership Development Committee and member of the Corporate Governance, Nominating and Sustainability Committee).
Susan Schnabel
Schnabel is 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 currently is on the boards of broadband communications and video services provider Altice USA (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 (member of the Audit, Corporate Governance and Nominating Committees). Schnabel has experience in mergers and acquisitions, executive leadership and corporate finance.
William Grounds
Grounds has been principal of his wholly owned advisory business, Burraneer Capital Advisors, since 2022. Additionally, he was 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 in Las Vegas. Grounds also led the private equity real estate funds management business for Investa Property Group, a real estate investment manager. 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 was 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).
Wyndham Responds
Wyndham’s Board confirmed receipt of the nominees issued the following statement in response:
“This action is yet another attempt by Choice to advance its inadequate and risk-laden hostile exchange offer, which the Wyndham Board unanimously determined is not in the best interests of shareholders. Wyndham’s Board and management team are executing the company’s strategic plan, which is expected to deliver shareholder value well in excess of Choice’s offer.
“Choice’s proxy contest is a blatant scheme to mislead shareholders into packing the Wyndham Board with nominees hand-picked to push through their offer. As Stewart Bainum, controlling shareholder and chairman of Choice, brazenly telegraphed in a press release this morning, Choice has assembled and paid a slate with a sole, dubious goal in mind: advance Choice’s misguided and self-serving acquisition agenda.
“Protecting Wyndham shareholders from an unsolicited proposal that substantially undervalues the company and exposes it to significant, asymmetrical anti-trust risk is the very definition of a Board doing its job. This is why the Board has met on at least 10 occasions to evaluate Choice’s proposals and the Board and our advisors have engaged in good faith with Choice at least 25 times since Choice’s first approach in April. The Board has consistently been explicit about what changes are necessary to make any proposal viable for Wyndham and its shareholders. Choice has consistently refused to address these key issues.
“The Wyndham Board is fully committed to acting in the best interests of Wyndham shareholders. We will continue to take all appropriate actions to advance and protect these interests. This includes maintaining a strong, independent Board with the right mix of perspectives and experience to drive sustainable, profitable growth and value creation. The Wyndham Board brings decades of international hospitality and travel industry experience as well as expertise in key areas critical to the execution of our strategy, including franchise businesses, M&A, law, operations, finance, accounting, marketing and media. We are confident we have the right Board composition to position Wyndham for continued long-term success and value creation.”
In accordance with its established processes, the board will evaluate the notice and Choice’s nominees and make a formal recommendation to Wyndham shareholders.
The Wyndham Board continues to recommend shareholders not tender their shares.
Deutsche Bank Securities and PJT Partners are serving as financial advisors while Kirkland & Ellis and Arnold & Porter Kaye Scholer LLP are legal advisors to Wyndham. Moelis & company, Goldman Sachs & Co. and Wells Fargo are serving as financial advisors to Choice while Willkie Farr & Gallagher and Axinn, Veltrop & Harkrider are serving as legal advisors.