DEF 14A of DiamondRock Hospitality Co, Mar 17, 2025

DEF 14A of DiamondRock Hospitality Co

Filed Mar 17, 2025 · FY20240001298946-25-000038

Open on EDGAR

  1. Information Regarding the Nominees

    Information Regarding the Nominees The following biographical descriptions set forth certain information with respect to the nominees for election as directors at our 2025 annual meeting, based on information furnished to us by each nominee as of the Record Date. The biographical description for the nominees also includes the specific experience, qualifications, attributes and skills that led to the conclusion by our Board of Directors that such person should serve as a director of the Company. Certain information regarding our directors is set forth below.

  2. Information Regarding the Nominees

    | Name | Age | Position | | William W. McCarten* | 76 | Chairman of our Board of Directors and Director | | Timothy R. Chi* | 48 | Director | | Jeffrey J. Donnelly | 54 | Chief Executive Officer and Director | | Michael A. Hartmeier* | 62 | Director | | Stephanie D. Lepori* | 54 | Director | | Kathleen A. Merrill* | 65 | Director | | William J. Shaw* | 79 | Director | | Bruce D. Wardinski* | 64 | Lead Director | | Tabassum S. Zalotrawala* | 50 | Director | | ∗ Independent Director | | |

  3. Information Regarding the Nominees

    | Demographics | Chi | Donnelly | Hartmeier | Lepori | McCarten | Merrill | Shaw | Wardinski | Zalotrawala | | Race/Ethnicity | | | | | | | | | | | Asian/Pacific Islander | ● | | | | | | | | ● | | White/Caucasian | | ● | ● | ● | ● | ● | ● | ● | | | Gender | | | | | | | | | | | Female | | | | ● | | ● | | | ● | | Male | ● | ● | ● | | ● | | ● | ● | | | Board Tenure | | | | | | | | | | | Years | 10 | 1 | 5 | 1 | 21 | 6 | 9 | 12 | 4 |

  4. Information Regarding the Nominees

    | DiamondRock Hospitality | 7 | 2025 Proxy Statement |

  5. Board Skills, Experience and Attributes

    Board Skills, Experience and Attributes The following chart provides information regarding the members of our Board of Directors, including certain types of knowledge, skills, experiences and attributes possessed by one or more of our directors which our Board of Directors believes are relevant to our business, industry or REIT structure. The chart does not encompass all of the knowledge, skills, experiences or attributes of our directors, and the fact that a particular knowledge, skill, experience or attribute is not listed does not mean that a director does not possess it. In addition, the absence of a particular knowledge, skill, experience or attribute with respect to any of our directors does not mean the director in question is unable to contribute to the decision-making process in that area. The type and degree of knowledge, skill and experience listed below may vary among the members of the Board of Directors. For additional information on the nominees please see the biographical information beginning on page 10.

  6. Board Skills, Experience and Attributes

    | Areas of Expertise | Chi | Donnelly | Hartmeier | Lepori | McCarten | Merrill | Shaw | Wardinski | Zalotrawala | | Real Estate and Construction | | ● | ● | | ● | | | ● | ● | | Hotel Asset Management | | ● | ● | ● | ● | | ● | ● | | | Lodging Operations | | ● | ● | ● | ● | | ● | ● | | | Capital Markets and Finance | ● | ● | ● | ● | ● | | ● | ● | | | Compensation Policy | ● | ● | | ● | ● | ● | ● | ● | | | Corporate Governance | ● | ● | ● | ● | ● | | ● | ● | | | Accounting and Auditing | | ● | ● | ● | ● | | ● | ● | | | REIT | | ● | ● | ● | ● | | | ● | | | Corporate Management | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Cybersecurity and IT | ● | | | ● | | ● | | | ● | | Marketing and Sales | ● | | | | | ● | | | ● | | Travel Industry | | ● | ● | ● | ● | ● | ● | ● | |

  7. Board Skills, Experience and Attributes

    | DiamondRock Hospitality | 8 | 2025 Proxy Statement |

  8. Board Skills, Experience and Attributes

    The following is a summary of certain biographical information concerning our nominees and senior executive officers:

  9. Nominees

    Nominees

  10. Nominees

    | | William W. McCarten has served as our Chairman of the Board of Directors and has been a member of our Board of Directors since our formation in 2004. Mr. McCarten was a co-founder of the Company and our Chief Executive Officer from our formation in 2004 until September 2008, when he became Executive Chairman. He retired as Executive Chairman in December 2009. Mr. McCarten also serves on the Board of Directors of Marriott Vacations Worldwide Corporation (NYSE: VAC). Mr. McCarten retired from the Board of Directors of Cracker Barrel Old Country Store (Nasdaq: CBRL) in November 2023. Mr. McCarten’s prior work experience includes roles with the Marriott Corporation, or Marriott International, Inc. (Nasdaq: MAR), and its related entities for over 25 years until January 2004. Among his many positions during those 25 years, Mr. McCarten served as the Chief Executive Officer of HMSHost Corporation, a publicly-held developer and operator of restaurant and retail concessions in travel and entertainment venues listed on the NYSE from 1995 to 2000. In addition, he served as non-executive Chairman of HMSHost Corporation from 2000 to 2001. Mr. McCarten also served as President of Marriott International's Services Group from 2001 to 2003, which include Marriott's senior living and distribution businesses. Our Board of Directors has determined that Mr. McCarten’s qualifications to serve on our Board of Directors include his extensive experience in the lodging industry with over 25 years of experience with the Marriott organization, a leading worldwide hotel brand, franchise and management company. Mr. McCarten has developed a broad network of hotel industry participants. Prior to joining Marriott, Mr. McCarten was an accountant with Arthur Andersen & Co. from 1970 to 1979. Mr. McCarten received his B.S. in Accounting from the McIntire School of Commerce at the University of Virginia in 1970. He served on the Advisory Board of the McIntire School from 1981 to 1996. | | William W. McCarten Chairman of the Board of Directors Age: 76 Director Since: 2004 | |

  11. Nominees

    | DiamondRock Hospitality | 9 | 2025 Proxy Statement |

  12. Nominees

    | | Timothy R. Chi has been a member of our Board of Directors since June 2015. Mr. Chi is the former Chief Executive Officer of The Knot Worldwide, Inc., a leading global marketplace serving the wedding and events industry worldwide. Mr. Chi served as Chief Executive Officer of The Knot Worldwide, Inc. from 2019 to January 2025 and became Chief Executive Officer following the 2019 merger of XO Group, The Knot Worldwide, Inc.'s parent company, with WeddingWire Inc., which Mr. Chi co-founded in 2005. He currently serves as Vice Chair of the board of directors of The Knot Worldwide, Inc. Previously, Mr. Chi co-founded Blackboard Inc. in 1998, where he pioneered many of Blackboard’s product and strategic initiatives and played a critical role in the success of the company through its public offering in 2004. Mr. Chi holds a B.S. degree in Operations Research/Industrial Engineering from Cornell University and a M.S. degree in Engineering Management from Tufts University. Our Board of Directors has determined that Mr. Chi’s qualifications to serve on our Board of Directors include his experience as a former CEO of a major corporation and as co-founder of Blackboard, Inc., and his depth of knowledge of social media and the technology industry. | | Timothy R. Chi Director Age: 48 Director Since: 2015 | |

  13. Nominees

    | | Jeffrey J. Donnelly has served as our Chief Executive Officer since April 15, 2024 and is a member of our Board of Directors. Mr. Donnelly joined DiamondRock in August 2019 as Executive Vice President and Chief Financial Officer before being promoted to Chief Executive Officer. Before joining DiamondRock, Mr. Donnelly was the Managing Director of Equity Research at Wells Fargo Securities (and its predecessors) from December 2008 to August 2019 where he co-founded Wells Fargo’s Real Estate & Lodging Equity Research Platform. Prior to his role with Wells Fargo, Mr. Donnelly served in various positions with Wachovia Securities, First Union Bank and EVEREN Securities from 1998 to 2008. Mr. Donnelly was a highly ranked securities analyst in numerous publications, including Institutional Investor magazine and The Wall Street Journal among others. Prior to Wells Fargo, Mr. Donnelly was Assistant Vice President at AEW Capital Management, L.P. from 1992 to 1998 with fiduciary responsibilities in asset management and capital markets for a large diversified commercial real estate portfolio. Mr. Donnelly is a Chartered Financial Analyst (CFA) and Certified Management Accountant (CMA). He earned a B.B.A. in Finance with a dual minor in Economics & Psychology from The George Washington University in 1992 and is Founder and Trustee of The Rubinstein-Taybi Syndrome Children’s Foundation. He currently serves on the Board of Directors of Piedmont Office Realty Trust (NYSE: PDM). Our Board of Directors has determined that Mr. Donnelly's qualifications to serve on our Board of Directors include his extensive knowledge of the lodging industry, expertise in navigating and understanding capital markets, his experience in financial transactions and his knowledge gained from serving as the Chief Financial Officer of the Company for five years. | | Jeffrey J. Donnelly Chief Executive Officer and Director Age: 54 Director Since: 2024 | |

  14. Nominees

    | DiamondRock Hospitality | 10 | 2025 Proxy Statement |

  15. Nominees

    | | Michael A. Hartmeier has been a member of our Board of Directors since October 2020. Mr. Hartmeier is the former Group Head of Lodging, Gaming and Leisure Investment Banking at Lehman Brothers, and its successor Barclays, which he led from 2000 to 2020. Prior to this role, he served as Group Head of the Gaming Investment Group of Credit Suisse First Boston from 1995 to 2000. Mr. Hartmeier has extensive experience identifying, analyzing and evaluating strategic and financial transactions for brands, management companies and real estate owners in the lodging sector. In the lodging real estate investment trust (“REIT”) sector, he served as advisor on numerous high profile mergers and acquisitions. Mr. Hartmeier received a M.B.A. from Harvard Business School and a B.A. in Economics-Business from the University of California at Los Angeles. While at UCLA, he was awarded the Pacific-10 Conference Medal. He is currently licensed as a CPA (inactive) and began his career as an auditor at Price Waterhouse. Mr. Hartmeier is a member of the board of directors of Boyd Gaming Corporation (NYSE: BYD) and previously served on the board of directors of Full House Resorts, Inc. (Nasdaq: FLL). Our Board of Directors has determined that Mr. Hartmeier’s qualifications to serve on our Board of Directors include his extensive experience in finance and advising companies in the lodging sector, including REITs, and his experience advising companies throughout his more than 25-year career in investment banking. | | Michael A. Hartmeier Director Age: 62 Director Since: 2020 | |

  16. Nominees

    | | Stephanie D. Lepori has been a member of our Board of Directors since January 2025. Ms. Lepori is the Chief Administrative and Accounting Officer at Caesar's Entertainment, Inc. ("Caesar's"), a position she has held since 2019. As Chief Administrative and Accounting Officer, Ms. Lepori oversees all functions of human resources, including labor relations, benefits, and compensation, as well as accounting, shared services, SEC and other external reporting, payroll, budgeting, and insurance placement and captive management. In previous roles, she has had oversight of information technology. Ms. Lepori has nearly three decades of experience in gaming and hospitality and has been with Caesars since 1995.Before joining Caesars, Ms. Lepori started her career with Arthur Andersen LLP in Las Vegas. Ms. Lepori has served on several non-profit boards. She currently serves as a Community Board Member for the Truckee Meadows Boys and Girls Club and, beginning in 2025, as a Pacific Trustee for the Boys and Girls Club of America. Ms. Lepori also currently serves as a member of Renown Health’s Board of Directors in Reno, NV and is the Chair of their Audit and Compliance Committee. Renown Health is the largest locally owned not-for-profit healthcare network in Northern Nevada. Ms. Lepori earned a B.S. in Accounting and Magna Cum Laude and Phi Beta Kappa honors from the University of Southern California. She is a Certified Public Accountant. Our Board of Directors has determined that Ms. Lepori's qualifications to serve on our Board of Directors include her leadership, her deep expertise in accounting matters and financial management, and her familiarity with real estate transactions, including her significant role in numerous financing transactions for Caesars and the execution of major large-scale acquisitions transactions and smaller asset divestitures and purchases. | | Stephanie D. Lepori Director Age: 54 Director Since: 2025 | |

  17. Nominees

    | DiamondRock Hospitality | 11 | 2025 Proxy Statement |

  18. Nominees

    | | Kathleen A. Merrill has been a member of our Board of Directors since February 2019. She is a retired Chief Information Officer and Executive Advisor of Southwest Airlines, a role she held from 2017 until December 2024. In this capacity, Ms. Merrill oversaw key strategic initiatives, including advising senior leadership on the company's technology roadmap and five-year strategic plan, optimizing workflow processes for the technology supply chain, and mentoring the incoming Chief Information Officer. Prior to this role, Ms. Merrill served as Vice President of Business Transformation, Corporate Delivery and Technology from 2012 to 2017, as well as Vice President of Strategic Planning and Implementation from 2008 to 2012. She also held various technology leadership roles at Southwest Airlines before 2008. Before joining Southwest Airlines in 2004, Ms. Merrill held positions at American Airlines and Capital One Auto Finance. Ms. Merrill holds a B.B.A. in Marketing from the University of North Texas. Our Board of Directors has determined that Mrs. Merrill’s qualifications to serve on our Board of Directors include her extensive executive experience in the travel industry and her deep expertise in the field of technology. | | Kathleen A. Merrill Director Age: 65 Director Since: 2019 | |

  19. Nominees

    | | William J. Shaw has been a member of our Board of Directors since October 2016. He has served as a director of Marriott Vacations Worldwide Corporation (NYSE: VAC) since July 2011 and as Chairman of the Board of Marriott Vacations Worldwide Corporation since November 2011. He served as Vice Chairman of Marriott International, Inc. (Nasdaq: MAR) from May 2009 until his retirement in March 2011. He previously served as President and Chief Operating Officer of Marriott International from 1997 until May 2009. He held several other roles at Marriott International since joining Marriott in 1974. Mr. Shaw serves on the Board of Directors of The Carlyle Group, Inc. He also serves on the Board of Trustees of the University of Notre Dame and J.W. Marriott Family Enterprises. Mr. Shaw previously served on the Board of Directors of Marriott International, Inc. and also served on the Board of Trustees of three funds in the American Family of Mutual Funds. Our Board of Directors has determined that Mr. Shaw's qualifications to serve on our Board of Directors include his extensive management experience with Marriott International, his prominent status in the hospitality industry and his wealth of knowledge in dealing with financial and accounting matters as a result of his prior service in financial and accounting positions at Marriott International, including as its Chief Financial Officer, and his experience as a board member of publicly-traded companies. | | William J. Shaw Director Age: 79 Director Since: 2016 | |

  20. Nominees

    | DiamondRock Hospitality | 12 | 2025 Proxy Statement |

  21. Nominees

    | | Bruce D. Wardinski has been a member of our Board of Directors since January 2013. Mr. Wardinski is the Founder, Chairman and Chief Executive Officer of Playa Hotels & Resorts N.V. (Nasdaq: PLYA), an owner of all-inclusive resorts located in Mexico and the Caribbean. Prior to forming Playa, Mr. Wardinski served as CEO of Barceló Crestline Corporation (“BCC”) from June 2002 until December 2010. He also served as Chairman, President and CEO of Crestline Capital Corporation (NYSE: CLJ) prior to its acquisition by BCC in June 2002. In 2003, Mr. Wardinski formed and became Chairman of the Board of Highland Hospitality Company. He has also worked with Host Hotels & Resorts, Inc. (NYSE: HST) in the role of Senior Vice President and Treasurer. Mr. Wardinski graduated with honors from the University of Virginia and earned an M.B.A. in Finance from the Wharton School of Business at the University of Pennsylvania. He currently serves as Chairman of ServiceSource Foundation, a non-profit advocacy group representing people with disabilities. Our Board of Directors has determined that Mr. Wardinski’s qualifications to serve on our Board of Directors include his extensive experience in the hospitality industry with both private and public companies. | | Bruce D. Wardinski Lead Independent Director Age: 64 Director Since: 2013 | |

  22. Nominees

    | | Tabassum S. Zalotrawala has been a member of our Board of Directors since May 2021. Ms. Zalotrawala is Senior Vice President and Chief Development Officer for McDonald’s USA, LLC, a position she has held since April 2023. In this role, Ms. Zalotrawala oversees real estate, construction, design and asset and portfolio management functions to support the financial and brand performance of McDonald's restaurants. Previously, Ms. Zalotrawala was the Chief Development Officer for Chipotle Mexican Grill, Inc. (NYSE: CMG), a position she held from September 2018 until April 2023. Prior to joining Chipotle, Ms. Zalotrawala spent over seven years at Panda Restaurant Group as Chief Development Officer and Vice President of Development overseeing real estate, architecture and design, facilities, strategic sourcing and construction. Prior to joining Panda Restaurant Group, Ms. Zalotrawala spent over ten years with Arby’s Restaurant Group, Wendy’s Arby’s Group and Triarc Companies in various leadership positions in development. Ms. Zalotrawala started her career in luxury hospitality, designing high profile palaces and mosques in Muscat, Sultanate of Oman. She holds a B.F.A. degree in interior design from the School of Planning & Architecture, American Intercontinental University and completed the Harvard Business School Advanced Management Program. She serves as a member of the Board of Trustees of the International Council of Shopping Centers (ICSC) and is involved in non-profit work as a board member of the Global Leadership Enhancement and Mentorship Network serving underrepresented and underserved professionals in the food service industry. Ms. Zalotrawala is also an active member with The National Association of Corporate Directors (NACD), serves on the Pacific Southwest Chapter of NACD and is a certified board leadership fellow. Our Board of Directors has determined that Ms. Zalotrawala’s qualifications to serve on our Board of Directors includes her extensive experience in senior management positions with global responsibility for brand design, real estate development and digital revenue generating initiatives. | | Tabassum S. Zalotrawala Director Age: 50 Director Since: 2021 | |

  23. Nominees

    | DiamondRock Hospitality | 13 | 2025 Proxy Statement |

  24. Nominees

    Advisory Vote on Named Executive Officer Compensation

  25. Board of Directors

    Board of Directors We are managed under the direction of our Board of Directors. Our directors are: Timothy R. Chi, Jeffrey J. Donnelly, Michael A. Hartmeier, Stephanie D. Lepori, Kathleen A. Merrill, William W. McCarten, William J. Shaw, Bruce D. Wardinski and Tabassum S. Zalotrawala. Mr. McCarten is the Chairman of our Board of Directors and Mr. Wardinski is our lead independent director. Each of our directors stands for election annually.

  26. Consideration of Director Nominees

    Consideration of Director Nominees

  27. Corporate Responsibility and Governance

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(7) | All Other Compensation ($)(8) | Total ($) | | William W. McCarten(2) (Chairman) | 195,000 | 110,000 | 6,916 | 311,916 | | Bruce D. Wardinski(3) (Lead Director and Compensation Committee Chair) | 170,000 | 110,000 | — | 280,000 | | Timothy R. Chi(3) (Director and Nominating and Corporate Governance Committee Chair) | 105,000 | 110,000 | — | 215,000 | | Michael A. Hartmeier(4) (Director) | 95,000 | 110,000 | — | 205,000 | | Kathleen A. Merrill(5) (Director) | 95,000 | 110,000 | 10,994 | 215,994 | | William J. Shaw(3) (Director and Audit Committee Chair) | 110,000 | 110,000 | — | 220,000 | | Tabassum S. Zalotrawala(6) (Director) | 95,000 | 110,000 | 7,466 | 212,466 |

  28. Reasonableness of Non-Employee Director Compensation

    Reasonableness of Non-Employee Director Compensation Our philosophy on director compensation is to pay directors competitively and fairly for the work required. The design of our program is consistent with recognized best practice with the following provisions: •Retainer-only cash compensation with no fees for attending meetings that is an expected part of board service. •Additional retainers for special roles such as Chairman of the Board, Lead Director and committee chairs to recognize their incremental time and effort. •Significant portion of total compensation in full-value equity shares, for alignment with stockholders, where annual grants are based on a competitive fixed-value formula and vest immediately to avoid director entrenchment.

  29. Reasonableness of Non-Employee Director Compensation

    | DiamondRock Hospitality | 30 | 2025 Proxy Statement |

  30. Reasonableness of Non-Employee Director Compensation

    •Meaningful stock ownership requirements of five times the annual cash retainer. •Flexible voluntary deferral provisions and no material benefits or perquisites. •Our 2024 Equity Incentive Plan includes a $750,000 annual compensation limit on all forms of compensation for non-employee directors other than the chairman and vice chairman of our Board of Directors. Our Compensation Committee periodically reviews the compensation of our non-employee directors. In 2024, our Compensation Committee engaged FW Cook to conduct a study of non-employee director compensation programs in place at comparable public companies. The comparable companies were the same REITs as were used in competitive comparisons of executive compensation (see Compensation Discussion and Analysis - Use of Competitive Set). Based on the recommendation of FW Cook in August 2024, our Compensation Committee did not recommend to our Board of Directors any change in annual compensation of our non-employee directors from 2023 to 2024.

  31. Cash Compensation

    | Name | Annual Fee for Board Membership (1) ($) | Annual Fee for Chairman of the Board, Committee Chairs & Lead Director ($) | Total Cash Fees Paid ($) | | William W. McCarten (Chairman) | 95,000 | 100,000 | 195,000 | | Bruce D. Wardinski(1) (Lead Director and Compensation Committee Chair) | 95,000 | 75,000 | 170,000 | | Timothy R. Chi (Director and Nominating and Corporate Governance Committee Chair) | 95,000 | 10,000 | 105,000 | | Michael A. Hartmeier (Director) | 95,000 | — | 95,000 | | Kathleen A. Merrill (Director) | 95,000 | — | 95,000 | | William J. Shaw (Director and Audit Committee Chair) | 95,000 | 15,000 | 110,000 | | Tabassum S. Zalotrawala (Director) | 95,000 | — | 95,000 |

  32. Equity Compensation

    Equity Compensation As part of their regular annual compensation, each of our non-employee directors receives a grant of fully-vested shares of common stock each year. The non-employee directors may elect to defer the receipt of the annual stock award. Those non-employee directors who elect to defer such awards will instead be granted an award of deferred stock units that will be settled in shares of common stock in a lump sum six months after the director ceases to be a member of our Board of Directors.

  33. Equity Compensation

    | DiamondRock Hospitality | 31 | 2025 Proxy Statement |

  34. Equity Compensation

    On May 7, 2024, we issued (i) 12,615 shares of common stock to each of those directors electing to receive the equity award and (ii) 12,615 deferred stock units to each of those directors electing to defer the equity award, both of which had a value of $110,000, based on the closing stock price for our common stock on that date. Ms. Zalotrawala elected to defer the receipt of this unrestricted stock award.

  35. 2024 Compensation Program Overview

    | Compensation Component | Description and Purpose | Process/Highlights | | Base Salary | •Fixed compensation necessary to attract and retain executive talent. •Based on competitive market, individual role, experience, performance and potential. | •Executive base salaries are reviewed each year by the Compensation Committee with assistance from its compensation consultant. •Refer to the subsection entitled “Base Salary” under the discussion of “Compensation Elements” for a three-year history of base salaries for the named executive officers. | | Annual Cash Incentive Compensation | •Performance-based cash incentives that reward achievement of annual performance objectives. •Tied to Company's business plan and strategic goals. •Our 2024 annual cash incentive program for executives was based 90% on achievement of joint objectives common to all executives and 10% based on individual goals specific for each executive. The joint objectives included several financial and strategic objectives, the most heavily weighted of which were Hotel Adjusted EBITDA and Adjusted FFO per Share. | •Based on performance against the joint objectives and the individual objectives, the actual cash incentive awards were approximately 142% of each executive's target opportunity. •Refer to the subsection entitled “Cash Incentive Compensation Program” under the discussion of “Compensation Elements” for more detail. | | Long-Term Equity Incentive Compensation | •Aligns executive compensation with total stockholder return and hotel market share improvement over multi-year performance and vesting periods. •50% of long-term equity incentives vest subject to pre-established multi-year performance objectives. | •Grants are generally made in the first quarter each year. •Grants made in 2024 were 50% in performance stock units (“PSUs”) and 50% in time-based restricted stock or long-term incentive plan (“LTIP”) units. |

  36. 2024 Compensation Program Overview

    | Compensation Component | Description and Purpose | Process/Highlights | | Long-Term Equity Incentive Compensation | •Promotes retention of key talent. | •PSUs may be earned from 0% to 150% of a target number of PSUs. 50% of the PSUs are based on our total stockholder return (“TSR”) relative to a peer group over a three-year performance period and 50% of the PSUs are based on achieving improvement in the market share of our hotels over a three-year performance period. The number of PSUs earned based on relative TSR is subject to a “negative TSR cap” that reduces the number of PSUs earned if absolute TSR is negative for the performance period, regardless of our relative TSR performance. •Refer to the subsection entitled “Long-Term Incentive Compensation” under the discussion of “Compensation Elements” for more detail. | | Benefits and Limited Perquisites | •Designed to attract and retain high-performing employees. •Includes health and dental insurance, term life insurance, disability coverage and a 401(k) plan match. •Executive officers and certain senior-level employees can participate in a deferred compensation plan, in which participants may defer earned compensation. There is no Company match in effect for the deferred compensation plan. •As a member of our Board of Directors, Mr. Donnelly is entitled to annual reimbursement of up to $15,000 for certain hotel stays. | •All employee plans are reviewed annually. •Named executive officers participate in the same benefits plans as all other employees, with the exception of a deferred compensation plan. |

  37. Target Direct Compensation Mix

    Target Direct Compensation Mix The following charts illustrate the target mix between direct compensation elements (base salary, annual cash bonus and long-term equity incentives in the form of time-based restricted stock and PSUs) for our Chief Executive Officer and the average of our other named executive officers (“NEOs”) in 2024. Reflects Mr. Donnelly's annualized target pay as CEO and the average annualized target pay for Mr. Leonard, Ms. Quinn and Ms. Fischer.

  38. Pay and Performance Alignment

    Pay and Performance Alignment As the pie graphs above illustrate, the majority of our CEO’s ongoing pay opportunity and approximately half of our other named executive officers’ pay opportunities are performance-based and in the form of long-term equity awards, which are aligned with stockholder interests. As a result, actual pay delivery for the CEO and other named executive officers continues to be closely correlated with performance on both an absolute and relative basis. Our Compensation Committee believes that our long-term incentive program, particularly the PSU component, strongly aligns earned compensation with total stockholder return. As required under SEC rules, the values shown in the Summary Compensation Table and Grants of Plan-Based Awards table in this and prior proxy statements with respect to the PSUs are based on grant-date fair value not earned value.

  39. 2025 Compensation Highlights

    2025 Compensation Highlights For 2025, the Compensation Committee decided that it was in the best interests of the Company and the stockholders to adjust the target pay mix by increasing the percentage of pay that is performance-based for all NEOs in order to better align with industry best practices. In 2025, all of the NEOs pay opportunities will be majority performance-based as the Compensation Committee determined that the long-term equity incentive awards will be subject to 40% time-based vesting and 60% performance and time-based vesting, adjusted from the 50% time-based RSUs and 50% PSUs for 2024. In addition to increasing the percentage of compensation that is performance-based, to further the goal of aligning executive compensation with stockholder interests, the Compensation Committee decided that the performance metric for the 2025 awards would be 100% based on relative TSR over a three-year performance period.

  40. Compensation Best Practices

    Compensation Best Practices Our executive compensation program incorporates the following best practices: •Our executives’ total compensation opportunity is primarily based on performance, awarded through our annual and long-term incentive compensation programs. •No guarantees of minimum cash incentive payments are provided for executives after the year of hire. •The 2024 target pay opportunity for our Chief Executive Officer is approximately 60% and, on average, for our other named executive officers is approximately 50% in the form of long-term equity incentives. •For 2024, 50% of the long-term equity incentives are tied to the achievement of multi-year relative TSR and market share performance goals. For 2025, 60% of the long-term equity incentives are tied to the achievement of multi-year relative TSR. •The payout under multi-year relative TSR performance awards may be reduced if our absolute TSR is negative for the performance period, regardless of our relative TSR performance. •Our Compensation Committee requires the personal goal component of the annual cash incentive plan to be specific and measurable. •Our equity plan generally requires a minimum of one-year vesting on any equity awards issued to executives. •There are no stock options outstanding, and the Company has not issued stock options in over a decade. •Any change in control payments under severance agreements are subject to a “double-trigger.” •Named executive officers are required to accumulate and hold a meaningful amount of stock. The ownership target for the Chief Executive Officer is six times his base salary and for all other executive officers is three times their respective base salary. •No perquisites are provided to named executive officers that are not otherwise provided to all employees, except executive officers and certain senior-level employees may participate in our deferred compensation plan. There is no Company match in effect under our deferred compensation plan. •Our Compensation Committee retains and meets regularly with an independent compensation consultant who advises on executive and director compensation. •Our Compensation Committee regularly reviews the Company’s incentive compensation plans to ensure they are designed to create and maintain stockholder value and do not encourage excessive risk. •A clawback policy is in effect to recoup excess compensation received by an executive officer in the event of a restatement of our financial statements. •An anti-hedging policy is in effect to prohibit short sales and the purchase or sale of puts, calls or other derivative securities of the Company. •Pledging of Company securities is prohibited. •Our programs are designed to be financially efficient from tax, accounting, cash flow and share dilution perspectives.

  41. Compensation Committee Procedures, Compensation Consultant and Input of Named Executive Officers

    Compensation Committee Procedures, Compensation Consultant and Input of Named Executive Officers Our Compensation Committee is responsible for recommending to the independent directors the amount and composition of compensation paid to our Chief Executive Officer and reviews and makes recommendations to our Board of Directors with respect to the compensation for all other executive officers. Our Compensation Committee exercises its independent judgment in reviewing and approving the executive compensation program as a whole, as well as specific compensation levels for each executive officer.

  42. Use of Competitive Set

    | Executive (1) | Benchmark | Base Salary | Annual Cash Incentive | Equity | Total Target Direct Compensation | | Mr. Donnelly | Chief Executive Officer | 10 of 14 | 9 of 14 | 10 of 14 | 10 of 14 | | Mr. Leonard | 2nd Highest Paid(1) | 3 of 14 | 4 of 14 | 4 of 14 | 4 of 14 | | Ms. Quinn | Chief Financial Officer | 10 of 14 | 9 of 14 | 9 of 14 | 9 of 14 | | Ms. Fischer | General Counsel (2) | 6 of 7 | 7 of 7 | 7 of 7 | 7 of 7 |

  43. Use of Competitive Set

    (1)As President, Mr. Leonard serves as both the Chief Investment Officer and Chief Operating Officer. However, many of the companies in the REIT competitive set do not have a similar position as the responsibilities are often split between two positions, and further, certain companies in the REIT competitive set do not publicly report compensation for a Chief Operating Officer and/or Chief Investment Officer. (2)Certain of the companies in the REIT competitive set do not publicly report compensation for General Counsel. The table above reflects our relative ranking in target compensation for 2024 versus the most recently disclosed peer group data at the time of the analysis. The rankings are from highest to lowest, where "1" is the highest. For example, "6 of 13" means 6th highest of 13 in the competitive set, meaning 5 in the competitive set are higher and 7 are lower. Actual compensation may be above or below these targets, based on actual performance. Furthermore, the realized value of equity compensation will likely vary from the target value depending on our stockholder return performance, both on an absolute basis and, with respect to a portion of the PSUs, relative to the peer group.

  44. 2.Cash Incentive Compensation Program

    2.Cash Incentive Compensation Program We maintain an annual cash incentive compensation program pursuant to which our executive officers are eligible to earn cash bonuses based upon their achievement of certain objective corporate goals as well as certain individual goals set by our Compensation Committee at the beginning of that fiscal year. For 2024, our annual cash incentive compensation program was based on two components: (i) joint objectives for all executive officers, weighted 90% and (ii) individual objectives for each officer, weighted 10%.

  45. Individual Strategic Objectives

    | | 2024 Cash Incentive Opportunity (as % of Base Salary) | | | 2024 Cash Incentive Earned | | | | Name | Threshold (%) | Target (%) | Maximum (%) | % of Target | % of Base Salary | Value ($) | | Jeffrey J. Donnelly | 75 | 150 | 300 | 141.9 | 212.9 | 1,490,147 | | Justin L. Leonard | 62.5 | 125 | 250 | 141.9 | 177.4 | 1,020,041 | | Briony R. Quinn | 50 | 100 | 200 | 141.9 | 141.9 | 638,634 | | Anika C. Fischer | 37.5 | 75 | 150 | 141.9 | 106.4 | 399,146 |

  46. 3.Long-Term Incentive Compensation

    3.Long-Term Incentive Compensation Generally, we target providing approximately half of each executive’s target compensation opportunity in the form of long-term equity incentives. However, our Compensation Committee determines, in its sole discretion, the actual amount of equity to be awarded to our executive officers each year reflecting our performance in the prior year, individual performance and competitive levels of long-term incentive compensation among our competitive set. On this basis, our Compensation Committee determined that Mr. Donnelly’s long-term equity incentive award should be approximately 60% of his total compensation in order to further align his compensation with the total stockholder return of the Company. We grant equity awards to align the interests of our executives with those of our stockholders, and to create incentives for our executives to protect and grow stockholder value, including through maintenance and growth of our dividend. Our executive officers are not guaranteed any minimum number of shares of restricted stock or other equity grants. We have not granted stock options in over a decade and we currently have no plans to grant stock options, stock appreciation rights or similar option-like instruments. We generally grant equity awards annually in February.

  47. Types of Awards

    Types of Awards We grant an annual award to each executive officer. In 2024, 50% of the awards consisted of time-based vesting awards of RSUs or LTIP units and 50% of which consisted of performance stock units, or PSUs, which are earned based on the achievement of specified performance criteria. Each of these types of awards is described in more detail below.

  48. Restricted Stock

    Restricted Stock For 2024, 50% of the target annual long-term incentive for each executive officer was granted in restricted stock to align the interests of these executive officers with those of our stockholders and to help retain the services of these executives through multi-year vesting schedules. Our restricted stock awards generally vest in three equal annual installments from the date of grant. All dividends on unvested shares accrue and are paid out only when the underlying restricted shares vest.

  49. Long-Term Incentive Plan ("LTIP") Units

    Long-Term Incentive Plan ("LTIP") Units Our Compensation Committee provides each executive officer with the opportunity to elect to receive LTIP units in lieu of restricted stock. LTIP units are designed to qualify as “profits interests” in DiamondRock Hospitality Limited Partnership ("DRHLP"), the Company's operating partnership, for federal income tax purposes, meaning that initially they are not economically equivalent in value to a share of our common stock, but over time can increase in value to one-for-one parity with common stock by operation of special tax rules applicable to profits interests. LTIP units are designed to offer executives a long-term incentive comparable to restricted stock, while allowing them to enjoy a more favorable income tax treatment. Each LTIP unit awarded is deemed equivalent to an award

  50. Long-Term Incentive Plan ("LTIP") Units

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  51. Long-Term Incentive Plan ("LTIP") Units

    of one share of common stock reserved under our incentive equity plan. The key difference between LTIP units and restricted stock is that at the time of award, LTIP units do not have full economic parity with common stock but can achieve such parity over time upon the occurrence of specified events in accordance with partnership tax rules. Until and unless such parity is reached, the value that an executive will realize for a given number of vested LTIP units is less than the value of an equal number of shares of our common stock. We believe that these full value awards provide alignment with our stockholders by fully reflecting the total return we provide to our stockholders, including dividends or other distributions as well as potential future increases or decreases in our stock price.

  52. Performance Stock Units ("PSUs")

    Performance Stock Units ("PSUs") PSUs entitle each executive officer to earn shares of common stock subject to the achievement of certain performance targets. 50% of the PSUs may be earned based on three-year relative stockholder return and 50% may be earned based on achieving improvement in the market share for each of the Company’s hotels over the three-year performance period. Each executive officer is granted a target number of PSUs. The actual number of PSUs earned will range from zero to 150% of the target number of PSUs. Earned shares, if any, vest at the end of the three-year performance period. Dividends are not paid currently on the common stock underlying the PSUs; instead, the dividends are treated as “re-invested” and are only earned to the extent the underlying PSU is also earned. PSUs are settled at the end of the three-year performance period by the issuance of a share of common stock for every PSU earned. The relative total stockholder return PSUs are based on the Company’s percentile rank relative to a peer group at the end of the three-year performance period. The peer group is the Lodging REIT subset referred to above, with the addition of Host Hotels & Resorts. The number of PSUs earned is calculated in accordance with the following:

  53. Performance Stock Units ("PSUs")

    | DiamondRock Hospitality Company Relative TSR Percentile Rank | Percent of Target PSUs Earned | | < 30th Percentile | 0% | | 30th Percentile | 50% | | 50th Percentile | 100% | | > or Equal to 75th Percentile | 150% |

  54. Performance Stock Units ("PSUs")

    The number of PSUs earned is linearly interpolated for achievement in between each of the performance levels. The number of PSUs earned is subject to a negative TSR cap that limits the number of PSUs earned if absolute TSR is negative for any performance period. If the absolute TSR is negative but the Company ranks above the 50th percentile for relative TSR, then the number of PSUs actually awarded will be reduced by 25% of the number of PSUs earned but subject to a floor of 100% of the target PSUs. The purpose of this reduction is to recognize that, while the Company may have outperformed its peers, it did not produce a positive return for its stockholders. The Company's relative TSR for the three-year performance period ended February 2025 ranked at the 60th percentile, which would have resulted in 120% of the target number of relative total stockholder PSUs being earned and awarded. However, because our absolute TSR was negative for the performance period, the payout was capped at 100% of target. The hotel market share PSUs are based on improvement in market share for each of the Company’s hotels during the three-year performance period. This is determined by establishing a baseline for each hotel of how well it is performing against its competitive set in its market at the beginning of the performance period. This is based on a report prepared for each hotel by STR Global, a well-recognized and universally accepted benchmarking service for the hospitality industry (“STR Report”). Improving the market share of our hotels leads to stronger results for our entire portfolio. At the end of the three-year performance period, a STR Report is again generated for each of our hotels. If 50% of our hotels have shown improvement by capturing a larger share of the market from its competitors over that three-year period, then the target number of PSUs for this component has been earned. The number of PSUs earned is calculated in accordance with the following:

  55. Performance Stock Units ("PSUs")

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  56. Performance Stock Units ("PSUs")

    | Percentage of Hotels with Market Share Improvement | Percent of Target PSUs Earned | | < 30% | 0% | | 30% | 50% | | 50% | 100% | | > or Equal to 75% | 150% |

  57. Performance Stock Units ("PSUs")

    The number of PSUs earned is linearly interpolated for achievement in between each of the performance levels. For the hotel market share PSUs granted in 2022 and vested in February 2025, the outstanding awards were earned at 92.2% of the target hotel market share PSUs based on 47% of the Company's hotels improving market share over the three-year performance period. Our Compensation Committee has evaluated several long-term incentive alternatives over the years to determine a mix that best supports our objectives and is effective for us, given our REIT structure. As noted above, in 2025, our Compensation Committee believes that the PSU program will be better designed by changing to a PSU equity award based solely on relative total stockholder return. The Compensation Committee believes that the relative total stockholder return metric best aligns our interests with those of stockholders because it fully aligns earned compensation with the returns our stockholders receive compared to our peers. As required under SEC rules, the values shown in the Summary Compensation Table and Grants of Plan-Based Awards table in this and prior proxy statements with respect to the PSUs are based on grant-date fair value not earned value.

  58. Severance Agreements

    Severance Agreements We have entered into severance agreements with each of our named executive officers, which provide them with certain severance benefits if employment ends under certain circumstances. We believe that the severance agreements will benefit us by helping to attract and retain the executives and by allowing them to focus on their duties without the distraction of the concern for their personal situations in the event of a termination of their employment, especially in connection with a possible change in control of the Company. Further detail regarding the severance agreements is provided as part of the Executive Officer Compensation Summary below.

  59. Severance Agreements

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  60. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table sets forth the information required by Item 402 of Regulation S-K promulgated by the SEC. The amounts shown represent the compensation paid to our named executive officers for the years shown as consideration for services rendered to the Company. With respect to long-term equity incentive awards, the dollar amounts indicated in the table under “Stock Awards” are the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service-vesting conditions. With respect to performance-based restricted share awards, the dollar value computed is based on the probable outcome of the performance conditions as of the grant date of the award.

  61. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation(2) ($) | Total ($) | | Jeffrey J. Donnelly Chief Executive Officer | 2024 | 656,250 | — | 2,750,000 | 1,490,147 | 13,800 | 4,910,197 | | | 2023 | 511,700 | — | 1,100,000 | 435,094 | 13,200 | 2,059,994 | | | 2022 | 492,000 | — | 1,000,000 | 799,177 | 12,200 | 2,303,377 | | Justin L. Leonard(3) President and Chief Operating Officer | 2024 | 562,458 | — | 1,700,000 | 1,020,041 | 13,800 | 3,296,299 | | | 2023 | 511,700 | — | 900,000 | 435,094 | 13,200 | 1,859,994 | | | 2022 | 225,500 | — | 1,325,000 | 749,362 | 9,020 | 2,308,882 | | Briony R. Quinn(4) Executive Vice President, Chief Financial Officer and Treasurer | 2024 | 435,417 | — | 1,000,000 | 638,634 | 13,800 | 2,087,851 | | | 2023 | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | | Anika C. Fischer(5) Senior Vice President, General Counsel and Corporate Secretary | 2024 | 218,750 | 150,000 | 150,000 | 399,146 | 13,800 | 931,696 | | | 2023 | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | | Mark W. Brugger(6)(8) Former President and Chief Executive Officer | 2024 | 247,917 | — | — | 418,497 | 10,398,800 | 11,065,214 | | | 2023 | 832,000 | — | 3,000,000 | 1,092,120 | 13,200 | 4,937,320 | | | 2022 | 800,000 | — | 3,000,000 | 2,112,443 | 12,200 | 5,924,643 | | Troy G. Furbay(7)(8) Former Executive Vice President and Chief Investment Officer | 2024 | 155,167 | — | — | 154,076 | 3,166,800 | 3,476,043 | | | 2023 | 511,700 | — | 950,000 | 430,489 | 13,200 | 1,905,389 | | | 2022 | 492,000 | — | 900,000 | 777,922 | 12,200 | 2,182,122 | | William J. Tennis(9) Former Executive Vice President, General Counsel and Corporate Secretary | 2024 | 236,000 | — | 650,000 | 236,000 | 13,800 | 1,135,800 | | | 2023 | 454,500 | — | 650,000 | 386,457 | 13,200 | 1,504,157 | | | 2022 | 437,000 | — | 650,000 | 704,921 | 12,200 | 1,804,121 |

  62. 2024 Summary Compensation Table

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  63. 2024 Summary Compensation Table

    (1)The amounts reported under this column include restricted stock, LTIP unit and PSU awards, which are described above under the heading “3. Long-Term Incentive Compensation.” The assumptions used in determining the grant date fair values of the equity awards are set forth in Note 7 to our consolidated financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2024. The table above shows the grant date fair value of the PSU awards based on probable outcome of the applicable performance conditions. The value of the PSU awards is dependent on the Company’s performance over a three-year period and there is no assurance that the awards will be earned. The maximum dollar value of the PSU awards granted in 2024 are as follows: Mr. Donnelly - $2,062,500, Mr. Leonard -$1,275,000, Ms. Quinn - $750,000, and Ms. Fischer - $487,500. (2)All Other Compensation represents the annual 401k match for each executive. The amount for Mr. Brugger includes $10,385,000 in cash severance payments received in connection with his termination without cause from the Company. The amount for Mr. Furbay includes $3,153,000 in cash severance payments received in connection with his termination without cause from the Company. (3)Mr. Leonard's employment with the Company commenced on July 18, 2022. (4)Ms. Quinn became a named executive officer effective as of April 15, 2024. (5)Ms. Fischer's employment with the Company commenced on June 3, 2024. She received $150,000 cash bonus and $150,000 in time-based RSUs as an inducement to begin employment with the Company. (6)Mr. Brugger's termination was effective as of April 15, 2024. (7)Mr. Furbay's termination was effective as of April 15, 2024. (8)The amount reported under Non-Equity Incentive Plan for 2024 for Messrs. Brugger and Furbay represents the pro rata annual cash incentive for service as CEO and CIO, respectively, through April 15, 2024. (9)Mr. Tennis' retirement was effective June 30, 2024.

  64. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information with respect to plan-based incentive awards granted in 2024 to our named executive officers.

  65. Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards(3) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Jeffrey J. Donnelly | | 525,000 | 1,050,000 | 2,100,000 | — | — | — | — | — | | | 5/07/2024 | — | — | — | — | — | — | 157,683 | 1,375,000 | | | 5/07/2024 | — | — | — | 82,229 | 164,458 | 246,687 | — | 1,375,000 | | Justin L. Leonard | | 359,375 | 718,750 | 1,437,500 | — | — | — | — | — | | | 5/07/2024 | — | — | — | — | — | — | 97,477 | 850,000 | | | 5/07/2024 | — | — | — | 50,833 | 101,666 | 152,499 | — | 850,000 | | Briony R. Quinn | | 225,000 | 450,000 | 900,000 | — | — | — | — | — | | | 5/07/2024 | — | — | — | — | — | — | 57,339 | 500,000 | | | 5/07/2024 | — | — | — | 29,902 | 59,803 | 89,705 | — | 500,000 | | Anika C. Fischer | | 140,625 | 281,250 | 562,500 | — | — | — | — | — | | | 8/05/2024 | — | — | — | — | — | — | 18,916 | 150,000 | | | 8/05/2024 | — | — | — | — | — | — | — | — | | William J. Tennis | | 236,000 | 472,000 | 944,000 | — | — | — | — | — | | | 5/07/2024 | — | — | — | — | — | — | 37,271 | 325,000 | | | 5/07/2024 | — | — | — | 19,436 | 38,872 | 58,308 | — | 325,000 |

  66. Grants of Plan-Based Awards

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  67. Grants of Plan-Based Awards

    (1)At a Compensation Committee meeting held on February 25, 2025, we awarded each of our named executive officers, pursuant to the 2024 cash incentive compensation program, the following amounts: Mr. Donnelly - $1,490,147; Mr. Leonard - $1,020,041; Ms. Quinn - $638,634; and Ms. Fischer - $399,146. Mr. Tennis received a prorated target award of $236,000 upon his retirement as of June 30, 2024. These amounts are reported as “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table. (2)Represents PSU awards. See “3. Long-Term Incentive Compensation” above for a description of the PSU awards. (3)Represents the grant date fair value of the awards as determined in accordance with FASB ASC Topic 718.

  68. Outstanding Equity Awards as of December 31, 2024

    Outstanding Equity Awards as of December 31, 2024 The following table sets forth information with respect to outstanding equity awards held by the named executive officers as of December 31, 2024. The outstanding equity awards listed below may be subject to accelerated vesting as further discussed under "Severance Agreements" below. The aggregate dollar values indicated in the table below for equity incentive plan awards are the market or payout values and not the ASC 718 values or the compensation expense recognized by the Company on its financial statements for fiscal year 2024 with respect to its long-term equity incentive plan awards.

  69. Outstanding Equity Awards as of December 31, 2024

    | Name | Grant Date | Number of Shares or Units of Stock or LTIP Units That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($) | | Jeffrey J. Donnelly | 3/2/2021 | 75,798(4) | 684,456 | — | — | | | 2/22/2022 | 17,433(5) | 157,420 | 80,096 | 723,267 | | | 2/23/2023 | 41,014(6) | 370,356 | 93,129 | 840,955 | | | 5/07/2024 | 157,683(7) | 1,423,877 | 248,411 | 2,243,151 | | Justin L. Leonard | 8/9/2022 | 42,650(8) | 385,130 | 108,542 | 980,134 | | | 2/23/2023 | 33,557(6) | 303,020 | 76,151 | 687,644 | | | 5/07/2024 | 97,447(7) | 879,946 | 153,566 | 1,386,701 | | Briony R. Quinn | 3/2/2021 | 19,947(4) | 180,121 | — | — | | | 2/22/2022 | 8,717(5) | 78,715 | — | — | | | 2/23/2023 | 24,235(6) | 218,842 | — | — | | | 5/07/2024 | 57,339(7) | 517,771 | 90,330 | 815,680 | | Anika C. Fischer | 8/05/2024 | 18,916(9) | 170,811 | — | — | | Mark W. Brugger | 2/22/2022 | 160,192(10) | 1,446,534 | — | — | | | 2/23/2023 | 169,323(10) | 1,528,987 | — | — | | Troy G. Furbay | 2/22/2022 | 48,057(10) | 433,955 | — | — | | | 2/23/2023 | 53,616(10) | 484,152 | — | — | | William J. Tennis | 2/22/2022 | 34,707(10) | 313,404 | — | — | | | 2/23/2023 | 36,691(10) | 331,320 | — | — | | | 5/07/2024 | 39,143(10) | 353,461 | — | — |

  70. Outstanding Equity Awards as of December 31, 2024

    (1)Represents the number of unvested time-based restricted stock and LTIP unit awards as of December 31, 2024.

  71. Outstanding Equity Awards as of December 31, 2024

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  72. Outstanding Equity Awards as of December 31, 2024

    (2)Based on the closing price of our common stock on December 29, 2024, which was $9.03. (3)Represents PSU awards, which are described at “3. Long-Term Incentive Compensation” above. In accordance with the SEC rules, the amounts shown represent the maximum number of units that may vest (and settle in the form of common stock) under this performance-based award, except for Messrs. Brugger, Furbay and Tennis who will receive the target amount of units at the end of the performance period. (4)Represents a restricted stock award that vests as follows: 25% on February 27, 2025 and 50% on February 27, 2026, subject to the executive's continued employment. (5)Represents a restricted stock award that vests on February 27, 2025, subject to the executive's continued employment. (6)Represents a restricted stock award that vests ratably on February 27 of 2025 and 2026, subject to the executive's continued employment. (7)Represents a restricted stock award, or with respect to Mr. Leonard a LTIP award, that vests ratably on February 27 of 2025, 2026 and 2027, subject to the executive's continued employment. (8)Represents a LTIP unit award that vests ratably on August 9 of 2025, 2026 and 2027, subject to the executive's continued employment. (9)Represents a restricted stock award that vests ratably on August 1 of 2025, 2026 and 2027, subject to the executive's continued employment. (10)Represents the target amount of PSUs that the executive will receive at the end of the performance period subject to their adherence to the restrictions, covenants and promises in their respective separation agreements as described further below.

  73. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 The following table presents, for each of our named executive officers, the shares of common stock that were acquired upon vesting of restricted stock and PSU awards and the related value realized during the fiscal year ended December 31, 2024.

  74. Option Exercises and Stock Vested in 2024

    | Name | Number of Shares Acquired on Vesting of Restricted Stock (#) | Number of LTIP Units Acquired on Vesting of LTIP Unit Awards (#) | Number of Shares Acquired on Vesting of PSUs(1) (#) | Value Realized on Vesting(2) ($) | | Jeffrey J. Donnelly | 80,051 | — | 49,827 | 1,192,280 | | Justin L. Leonard | 16,779 | 14,217 | — | 268,762 | | Briony R. Quinn | 36,350 | — | — | 333,693 | | Anika C. Fischer | — | — | — | — | | Mark W. Brugger | 476,944 | 167,785 | 157,347 | 7,044,277 | | Troy G. Furbay | 143,084 | 53,132 | 47,205 | 2,144,872 | | William J. Tennis | 114,012 | 36,353 | 34,093 | 1,627,770 |

  75. Option Exercises and Stock Vested in 2024

    (1)Represents the number of shares issued upon the vesting of PSU awards granted in 2021, which equaled 95.6% of the target award. (2)Based on the closing price of our common stock on the respective vesting dates.

  76. Option Exercises and Stock Vested in 2024

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  77. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan We have a deferred compensation plan that enables our named executive officers, as well as other senior management employees, to defer their cash and equity compensation. The amounts deferred are not included in the participant’s current taxable income and, therefore, are not currently deductible by us. With respect to deferred cash compensation, the participants select from a limited number of mutual funds which serve as measurement funds, and the deferred amounts are increased or decreased to correspond to the market value of the mutual fund investments. Because the measurement funds are publicly traded securities, we do not consider any of the earnings credited under the deferred compensation plan to be “above market.” We do not provide any matching contribution to any participant, although the plan does permit such contributions. The following table shows the deferrals made by our named executive officers to the deferred compensation plan during the year ended December 31, 2024, the earnings (losses) and withdrawals/distributions during the year, and the aggregate account balance under the deferred compensation plan as of December 31, 2024.

  78. Nonqualified Deferred Compensation Plan

    | Name | Type of Compensation | Executive Contributions in 2024(1) ($) | Company Contributions in 2024 ($) | Aggregate Earnings in 2024 ($) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance at 12/31/2024 ($) | | Jeffrey J. Donnelly | Cash | — | — | — | — | — | | | Equity | — | — | (31,711) | — | 795,417 | | Justin L. Leonard | Cash | — | — | — | — | — | | | Equity | 154,028 | — | (2,517) | — | 151,514 | | Briony R. Quinn | Cash | — | — | — | — | — | | | Equity | — | — | (27,425) | — | 687,905 | | Anika C. Fischer | Cash | — | — | — | — | — | | | Equity | — | — | — | — | — | | Mark W. Brugger | Cash | 1,771 | — | 254,799 | — | 1,390,374 | | | Equity | — | — | (383,810) | (5,060,157) | 2,639,198 | | Troy G. Furbay | Cash | — | — | 209,143 | — | 1,772,023 | | | Equity | — | — | (142,796) | — | 3,581,804 | | William J. Tennis | Cash | — | — | 205,614 | — | 2,236,838 | | | Equity | — | — | (114,239) | — | 2,867,756 |

  79. Nonqualified Deferred Compensation Plan

    (1)Reflects the deferral of base salary, annual cash incentive compensation and/or long-term equity incentive compensation received in 2024 under the deferred compensation plan. Such amounts are reflected in the Summary Compensation Table. Benefits under the deferred compensation plan are generally paid in a lump sum upon the participant’s termination of employment prior to retirement, death or in a lump sum or annual installments for a period of up to ten years (as previously selected by the participant) upon the participant’s retirement. Payments will generally start or be made in January following the year of termination or retirement. Participants may also, at the time of deferral, elect a fixed distribution date, provided that such distribution date is at least five years after the end of the calendar year in which amounts are deferred.

  80. Nonqualified Deferred Compensation Plan

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  81. Pay Ratio Disclosure Rule

    Pay Ratio Disclosure Rule Pursuant to a mandate of Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), and Item 402(u) of Regulation S-K, the SEC adopted a rule requiring annual disclosure of the ratio of the median employee’s annual total compensation to the total annual compensation of the principal executive officer (“PEO”). The PEO of our Company is Mr. Donnelly. During 2024, two individuals served as PEO. On April 15, 2024, Mr. Donnelly succeeded Mark Brugger as CEO in accordance with the Company's CEO succession policy. We believe that our compensation philosophy must be consistent and internally equitable to motivate our employees to create stockholder value. We are committed to internal pay equity, and our Compensation Committee monitors the relationship between the pay our PEO receives and the pay our non-executive employees receive. We consider the pay ratio below to be a reasonable estimate, calculated in a manner that is intended to be consistent the requirements of Item 402(u) of Regulation S-K. For 2024, the annual total compensation of Mr. Donnelly of $4,910,197 as shown in the Summary Compensation Table above, was approximately 19.5 times the annual total compensation of $253,700 of a median employee (other than our CEO) calculated in the same manner. We identified the median employee using the annual base salary and target annual cash incentive compensation, as of December 31, 2024, plus the grant date fair value of any long-term equity incentive awards granted in 2024 for all individuals, who were employed by us on December 31, 2024, the last day of our payroll year (whether employed on a full-time, part-time, or seasonal basis). Mr. Donnelly's compensation was annualized to represent his compensation as if he were CEO for the entire 2024 fiscal year, as permitted by Instruction 10 to Item 402(u) of Regulation S-K. The calculation includes the amounts reported in the Summary Compensation Table for the fiscal year 2024, except that the salary was calculated as though Mr. Donnelly base salary was at the higher CEO rate for the entire fiscal year. The compensation amounts in the column "All Other Compensation" were not adjusted as there was no increase in the benefits between those he received as CFO and CEO.

  82. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure Provided below is the Company’s “pay versus performance” disclosure as required pursuant to Item 402(v) of Regulation S-K promulgated under the Exchange Act. As required by Item 402(v), we have included: •A list of the most important measures that our Compensation Committee used in 2024 to link a measure of pay calculated in accordance with Item 402(v) (referred to as “compensation actually paid,” or “CAP”) to Company performance; •A table that compares the total compensation of our named executive officers (“NEOs”) as presented in the Summary Compensation Table (“SCT”) to CAP and that compares CAP to specified performance measures; and •Graphs that describe: •the relationship between our total shareholder return (“TSR”) and the TSR of the Dow Jones U.S. Hotel & Lodging REITs Index (“Peer Group TSR”); and •the relationships between CAP and our cumulative TSR, GAAP net income and our Company selected measure, Hotel Adjusted EBITDA.

  83. Pay Versus Performance Disclosure

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  84. Pay Versus Performance Disclosure

    This disclosure has been prepared in accordance with Item 402(v) and does not necessarily reflect value actually realized by the executives or how our Compensation Committee evaluates compensation decisions in light of Company or individual performance. In particular, our Compensation Committee has not used CAP as a basis for making compensation decisions, nor does it use GAAP net income for purposes of determining incentive compensation. Please refer to our Compensation Discussion and Analysis (“CD&A”) for a discussion of our executive compensation program objectives and the ways in which we align executive compensation pay with performance.

  85. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2024, 2023, 2022, 2021 and 2020, and out financial performance for such fiscal year.

  86. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for CEO (Brugger) ($) | Summary Compensation Table Total for CEO (Donnelly) ($) | Compensation Actually Paid to CEO (Brugger)(1) ($) | Compensation Actually Paid to CEO (Donnelly)(1) ($) | Average Summary Compensation Table Total for Non-CEO NEOs ($) | Average Compensation Actually Paid to Non-CEO NEOs(1) ($) | Value of Initial Fixed $100 Investment Based on: | | GAAP Net Income ($ in millions) | Hotel Adjusted EBITDA(3) ($ in millions) | | | | | | | | | Company Total Shareholder Return ($) | Peer Group Total Shareholder Return(2) ($) | | | | 2024 | 11,065,214 | 4,910,197 | 10,727,393 | 5,001,963 | 2,162,204 | 1,932,219 | 87 | 93 | 48 | 319 | | 2023 | 4,937,320 | — | 6,328,853 | — | 1,832,384 | 2,162,710 | 87 | 99 | 87 | 301 | | 2022 | 5,924,643 | — | 4,450,994 | — | 1,950,840 | 958,096 | 75 | 77 | 110 | 312 | | 2021 | 8,689,374 | — | 9,994,674 | — | 2,845,576 | 3,174,528 | 87 | 81 | (195) | 115 | | 2020 | 4,658,275 | — | 2,313,405 | — | 1,621,075 | 1,088,121 | 74 | 68 | (396) | (38) |

  87. Pay Versus Performance Table

    (1)Amounts represent compensation actually paid to our CEOs and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below). For 2024, other NEOs are Mr. Leonard, Ms. Quinn, Ms. Fischer, Mr. Furbay and Mr. Tennis. For 2023, other NEOs are Messrs. Donnelly, Leonard, Furbay and Tennis. For 2022, other NEOs are Messrs. Donnelly, Healy, Furbay, Tennis, and Leonard. For 2021 and 2020, other NEOs are Messrs. Donnelly, Healy, Furbay, and Tennis. In accordance with SEC rules, reconciliation of the adjustments made from SCT total compensation to CAP for our NEOs is set forth following the footnotes to this table. (2)"Peer Group" TSR is the Dow Jones U.S. Hotel & Lodging REITs Index. (3)The Company's Hotel Adjusted EBITDA, which is the Company-Selected Measure, as calculated for purposes of our annual incentive plan for 2024. Refer to "Non-GAAP Measures" in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2024 for a definition of Hotel Adjusted EBITDA, which is a non-GAAP financial measure, and a reconciliation of Hotel Adjusted EBITDA to GAAP net income.

  88. Pay Versus Performance Table

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