DRH DEF 14A Report ended May 6, 2020

---

---

1.	To elect eight directors nominated by our Board of Directors, each to serve until the next annual meeting of our stockholders and until their respective successors are duly elected and qualify;

2.	To approve on a non-binding, advisory basis, our named executive officer compensation;

3.	To ratify the appointment of KPMG LLP as independent auditors of DiamondRock Hospitality Company for the fiscal year ending December 31, 2020; and

4.	To consider and act upon any other matters that may properly come before the annual meeting and at any postponement or adjournment thereof.

•	Use the toll-free telephone number shown on your proxy card (this call is toll-free if made in the United States or Canada);

•	Go to the website address shown on your proxy card and authorize a proxy via the Internet; or

•	Mark, sign and date the enclosed proxy card and promptly return it in the postage-paid envelope.

---

---

•

Vote by Telephone. You may authorize a proxy to vote your shares by telephone by calling the toll-free number listed on the accompanying proxy card at any time, 24 hours per day, until 11:59 p.m., Eastern Time, on May 5, 2020. When you call, please have your proxy card in hand, and you will receive a series of voice instructions that will allow you to authorize a proxy to vote your shares of common stock. You will be given the opportunity to confirm that your instructions have been properly recorded. IF YOU AUTHORIZE A PROXY BY TELEPHONE, YOU DO NOT NEED TO RETURN YOUR PROXY CARD .

•

Vote by Internet. You may also authorize a proxy to vote your shares via the Internet. The website for authorizing a proxy is printed on your proxy card. Authorizing a proxy by Internet is available 24 hours per day until 11:59 p.m., Eastern Time, on May 5, 2020. As with telephone voting, you will be given the opportunity to confirm that your instructions have been properly recorded. IF YOU AUTHORIZE A PROXY VIA THE INTERNET, YOU DO NOT NEED TO RETURN YOUR PROXY CARD .

•	Vote by Mail. You may also authorize a proxy to vote your shares by mail by marking, signing and dating your proxy card and returning in the postage-paid envelope provided.

---

---

---

---

---

---

---

---

---

•

At the May 2019 annual meeting of stockholders, based on the recommendation of our Board of Directors, our stockholders approved an amendment to our Articles of Amendment and Restatement, as amended (our “Charter”), that eliminated supermajority voting requirements necessary to approve amendments to our Charter and certain extraordinary actions, such as a merger or other business combination. This amendment to our Charter was subsequently filed in Maryland and became effective on May 8, 2019.

•	All of the members of our Board of Directors are elected annually;

•	Directors are elected by a majority voting standard in uncontested elections and by a plurality of the shares represented in person or by proxy and entitled to vote on the election of directors in a contested election;

•

Our Corporate Governance Guidelines include a Director Resignation Policy pursuant to which if a nominee who is already serving as a director is not elected pursuant to the applicable voting standard, the director must tender his or her resignation to the Board and the Nominating and Corporate Governance Committee will make a recommendation to the Board on whether to accept or reject the recommendation or take other action. The Board shall be required to accept any resignation tendered by a nominee who is already serving as a director if such nominee receives more votes against than for his or her election at each of two consecutive annual meetings of stockholders if such elections were uncontested.

•	Women represent 25% of the directors nominated to our Board of Directors for the 2020 annual meeting;

•	We have opted out of a provision of the Maryland Unsolicited Takeover Act, the effect of which is that the Company is prohibited, without the approval of stockholders, from classifying our Board of Directors, and we may only opt back into such provisions with the affirmative vote of a majority of votes cast by stockholders;

•	All of the members of our Board of Directors, except for our President and Chief Executive Officer, are independent of the Company and its management under the listing standards adopted by the NYSE;

•	All members of the three standing committees of our Board of Directors (Audit, Compensation and Nominating and Corporate Governance) are independent of the Company and its management under the listing standards adopted by the NYSE;

•	The independent members of our Board of Directors, as well as each of our committees, meet regularly without the presence of management;

•	More than 50% of our non-employee director nominees were appointed in the last seven years; and

---

•	No member of our Board of Directors serves on the boards of more than two public companies other than the Company, and our Chief Executive Officer does not serve on the board of any public company other than the Company.

•	Our Bylaws and Charter may be amended by both directors and stockholders by simple majority vote;

•	Our Bylaws include proxy access provisions which allow a stockholder or a group of stockholders who meet certain requirements to include director nominees in our proxy materials for our annual meeting; and

•	We do not have a stockholder rights plan (i.e., “poison pill”); and

•

We have opted out of the Maryland business combination and control share acquisition statutes and we may only opt back into such statutes with the affirmative vote of a majority of votes cast by stockholders entitled to vote generally for directors and the affirmative vote of a majority of continuing directors, meaning the directors whose nomination for election by the stockholders or whose election by the directors to fill vacancies is approved by a majority of continuing directors then serving as directors of the Company.

•	To further align the interests of directors and officers with those of long-term stockholders:

•	Each non-executive member of our Board of Directors is required to own stock of the Company with a value of five times his or her annual fee for Board membership (excluding additional retainers for serving as non-executive Chairman, Lead Director or Committee Chair); and

•	Our Chief Executive Officer and his four direct reports are required to own stock of the Company with a value of six or three times his or her base salary, respectively.

•	We have adopted a policy pursuant to which the Company would seek to recoup any incentive cash compensation paid to an executive based upon financial results that are later restated, and would have resulted in a lower incentive cash compensation award, where the executive engaged in fraud, intentional misconduct or illegal behavior in connection with the financial results that were restated.

•	We have adopted policies pursuant to which members of our Board of Directors, each named executive officer and certain other executives are prohibited from:

•	selling any securities of the Company that are not owned at the time of the sale (“short sale”); and

•	purchasing or selling puts, calls or other derivative securities of the Company at any time.

•	Our Insider Trading Policy prohibits members of our Board of Directors, each named executive officer and our employees from pledging any Company securities as collateral for a loan.

---

•	the director was employed by the Company (except on an interim basis);

•	an immediate family member of the director was an officer of the Company;

•

the director or an immediate family member is a current partner of a firm that is our internal or external auditor; the director is a current employee of such a firm; the director has an immediate family member who is a current employee of such a firm and who participates in the firm’s audit, assurance or tax compliance (but not tax planning) practice; or the director or an immediate family member was within the last three years (but is no longer) a partner or employee of such a firm and personally worked on our audit within that time;

•	the director or an immediate family member of the director was employed by a company when a present officer of the Company sat on that company’s compensation committee;

•	the director or an immediate family member received, during any 12-month period, more than $120,000 in compensation from the Company, other than director or committee fees or deferred compensation; or

•	the director was an employee, or an immediate family member was an executive officer, of a company that made payments to or received payments from the Company for property or services which exceeded the greater of $1 million or 2% of that company’s consolidated gross revenue over one fiscal year.

---

---

---

•	the name and address of record of the stockholder;

•	a representation that the stockholder is a record holder of our securities or, if the stockholder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) under the Exchange Act;

•	the name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the preceding five full fiscal years of the proposed director candidate;

•	a description of the qualifications and background of the proposed director candidate which addresses the minimum qualifications and other criteria for Board of Directors membership as approved by our Board of Directors from time to time and set forth in the Nominating and Corporate Governance Committee charter;

•	a description of all arrangements or understandings between the stockholder and the proposed director candidate;

•	the consent of the proposed director candidate (1) to be named in the proxy statement relating to our annual meeting of stockholders and (2) to serve as a director if elected at such annual meeting; and

•	any other information regarding the proposed director candidate that is required to be included in a proxy statement filed pursuant to the rules of the SEC.

•	have owned shares of common stock equal to at least 3% of the aggregate of the issued and outstanding shares of common stock of the Company continuously for at least the prior three years;

•	represent that such shares were acquired in the ordinary course of business and not with the intent to change or influence control at the Company and that such stockholder or group does not presently have such intent; and

•

provide a notice requesting the inclusion of director nominees in the Company’s proxy materials and provide other required information to the Company not earlier than 150 days nor later than 120 days prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting of stockholders (with adjustments if the date for the upcoming annual meeting of stockholders is advanced or delayed by more than 30 days from the anniversary date of the prior year’s annual meeting).

•	have the highest personal and professional integrity;

---

•	have demonstrated exceptional ability and judgment; and

•	be most effective, in conjunction with the other nominees to our Board of Directors, in collectively serving the long-term interests of our stockholders.

•	a majority of our Board of Directors will be “independent” as defined by the NYSE listing standards;

•	each of our Audit, Compensation and Nominating and Corporate Governance Committees will be comprised entirely of independent directors; and

•	at least one member of our Audit Committee will have such experience, education and other qualifications necessary to qualify as an “audit committee financial expert” as defined by the rules of the SEC.

---

---

---

•	the fact of the common directorship or interest is disclosed or known to the board of directors or a committee of the board of directors, and the board of directors or that committee authorizes, approves or ratifies the contract or transaction by the affirmative vote of a majority of the disinterested directors, even if the disinterested directors constitute less than a quorum;

•	the fact of the common directorship or interest is disclosed to stockholders entitled to vote, and the contract or transaction is authorized, approved or ratified by a majority of the votes cast by the stockholders entitled to vote on the matter, other than the votes of shares owned of record or beneficially by the interested director, corporation, firm or other entity; or

•	the contract or transaction is fair and reasonable to the corporation.

•	reduce energy and water consumption;

•	increase profitability at our hotels;

•	proactively manage environmental risks; and

•	make positive contributions to communities.

---

---

(1)	Mr. Brugger is not included in this table because he was an employee of the Company in 2019 and thus received no separate compensation for service as a director, other than reimbursement for lodging, meals, parking and certain other expenses at one of our hotels or other hotels or resorts.

(2)	As of December 31, 2019, Mr. McCarten held 30,598 deferred stock units.

(3)	Messrs. Wardinski, Chi and Shaw do not have any outstanding awards as of December 31, 2019.

(4)	As of December 31, 2019, Ms. McAvey held 49,859 deferred stock units.

(5)	As of December 31, 2019, Mr. Ray held 75,793 deferred stock units.

(6)	As of December 31, 2019, Ms. Wayton held 10,334 deferred stock units.

(7)	Mr. Altobello did not stand for reelection at our 2019 annual meeting.

(8)

The amounts set forth in this column represent the grant-date fair value of unrestricted stock awards to our non-employee directors. Each non-employee director was granted 8,439 fully vested shares of common stock on May 14, 2019, except directors who deferred the receipt of the annual unrestricted stock award. All such shares had a market value of $90,000 on the grant date, based on the closing price for shares of our common stock on the NYSE on such day. The non-employee directors are permitted to elect to defer the receipt of the annual unrestricted stock award. Those non-employee directors who elect to defer such awards were instead granted an award of deferred stock units. The deferred stock units will be settled in shares of stock in a lump sum six months after the director ceases to be a member of our Board of Directors. Messrs. McCarten and Ray and Ms. Wayton elected to receive deferred stock units and Messrs. Chi, Shaw and Wardinski and Ms. McAvey elected to receive shares of common stock.

---

(9)	All other compensation represents reimbursement for lodging, meals, parking and certain other expenses at one of our hotels or other hotels or resorts.

•	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 Board Chair, 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 immediate vesting to avoid director entrenchment.

•	Meaningful stock ownership requirements of five times the annual cash retainer.

•	Flexible voluntary deferral provisions and no material benefits or perquisites.

•	Our 2016 Equity Incentive Plan, approved by stockholders at the 2016 annual meeting, includes a $500,000 annual compensation limit on all forms of compensation for non-employee directors other than the chairman and vice chairman of our Board of Directors.

---

(1)	The annual retainer is $85,000.

(2)	The additional annual retainer for our Lead Director was $20,000 for the first half of 2019. In July 2019, the annual retainer was increased to $25,000, which applied to the second half of 2019. The additional annual retainer for our Compensation Committee Chairperson is $15,000.

(3)	Ms. Wayton's annual fee was pro-rated, as she was appointed to the Board effective February 1, 2019.

(4)	Mr. Altobello did not stand for reelection at our 2019 annual meeting and his annual and committee fees were pro-rated accordingly.

---

---

---

(1)	Mr. Donnelly became our Executive Vice President and Chief Financial Officer effective as of August 19, 2019.

(2)	Mr. Johnson resigned from the Company effective August 31, 2019.

•	to be straightforward, transparent and market-based;

•	to create proper incentives for our executive team to achieve corporate and individual strategic objectives and maximize sustainable long-term stockholder value; and

•	to comply with sound corporate governance practices.

•	Delivered total stockholder return of 29.7% for 2019.

•	Achieved 0.9% growth in revenue per available room (RevPAR), exceeding RevPAR growth for the top 25 markets in the U.S. and above the high-end of guidance.

•	Achieved total portfolio revenue growth of 2.7%, exceeding the high-end of guidance.

•	Continued our opportunistic stock repurchase program, which resulted in the repurchase of approximately 7.8 million shares of the Company’s stock through December 31, 2019 at an average purchase price of $9.58 per share under the Company’s share repurchase plan.

•	Continued reconstruction of the hurricane-damaged Frenchman’s Reef, projected to reopen as two separate hotels at the end of 2020.

•	Successfully negotiated a $247 million settlement of our claim against certain insurers arising out of the damage caused by Hurricane Irma to Frenchman’s Reef in 2017.

•	Strategically invested approximately $102.7 million into our portfolio during 2019, which included several significant renovation projects.

•	Ended 2019 with a weighted average borrowing cost of 3.8%, a weighted average maturity of approximately 4.4 years and 23 of our 31 hotels unencumbered by mortgage debt.

---

•	Ended 2019 with approximately $122.5 million of unrestricted corporate cash and investment capacity of approximately $300 million to remain opportunistic in 2020.

---

---

•	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 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.

•	One half of the long-term equity incentives are tied to the achievement of multi-year relative TSR and market share performance goals.

•	Payout of multi-year relative TSR and performance incentives are capped at target if total shareholder return is negative for the three-year performance period.

•	Our Compensation Committee requires the personal goal component of the annual cash incentive plan to be specific and measurable.

•	Our equity plan prohibits liberal share recycling.

•	Our equity plan requires a minimum of one-year vesting on any equity awards issued to executives.

•	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 three times base salary in the case of all other executive officers.

•	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.

---

•	In his capacity as a member of our Board of Directors, Mr. Brugger is entitled to reimbursement up to $10,000 for lodging, meals and certain other expenses at hotels either owned by us or other hotels, which he has never used.

•	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.

•	Clawback policy is in effect to recover amounts inappropriately paid in the event of certain restatements of our financial statements.

•	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.

---

---

(1)	Mr. Johnson is excluded from this chart because he resigned from the Company effective August 31, 2019.

(2)	Certain of the companies included in the lodging REIT competitive set do not publicly report compensation for a Chief Operating Officer, Chief Investment Officer or General Counsel.

---

1.	base salary;

2.	cash incentive compensation program;

3.	long-term incentive compensation; and

4.	benefits and limited perquisites.

1.	Base Salary

(1)	Mr. Donnelly became our Executive Vice President and Chief Financial Officer effective as of August 19, 2019.

(2)	Mr. Johnson resigned from the Company effective August 31, 2019.

---

2.	Cash Incentive Compensation Program

(1)

We compute the AFFO component of the cash incentive program by adjusting Funds From Operations (or FFO), which we calculate in accordance with the standards established by Nareit, for certain non-cash items. Refer to “Non-GAAP Financial 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, 2019. In addition, the AFFO per share target excludes the income tax provision and corporate bonus expense.

---

---

(1)	Mr. Donnelly's annual cash incentive award was prorated for his employment period in 2019, however, the award was subject to a minimum of $200,000.

---

(2)	Mr. Johnson resigned from the Company effective August 31, 2019 and did not receive any portion of his cash incentive compensation.

3.	Long-Term Incentive Compensation

---

*	The number of PSUs earned is linearly interpolated for achievement in between each of those performance levels. For the PSUs granted in 2018 and thereafter, the number of PSUs earned is subject to a negative TSR cap that limits the number of PSUs earned to no more than target if absolute TSR is negative for any performance period.

*	The number of PSUs earned is linearly interpolated for achievement in between each of those performance levels.

---

---

---

---

(1)	Mr. Donnelly’s employment with the Company commenced on August 19, 2019. The amounts in the table above represent compensation Mr. Donnelly received during his employment.

(2)	Mr. Johnson resigned from the Company effective August 31, 2019. In connection with Mr. Johnson's resignation, he forfeited the stock awards granted to him in 2019 and the unvested portion of the stock awards granted to him in 2018.

(3)	Mr. Donnelly's annual cash incentive award was prorated for his employment period in 2019, however, the award was subject to a minimum of $200,000.

(4)	Amount includes the payout of accrued vacation in connection with a change in the Company's paid-time-off policy.

(5)

The amounts reported under this column for 2019 include LTIP units and PSUs, 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, 2019. The table above shows the grant date fair value of the PSUs based on probable outcome of the applicable performance conditions. The value of the PSUs 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 PSUs granted in 2019 are as follows: Mr. Brugger - $2,175,000, Mr. Healy - $600,000, Mr. Furbay - $656,250 and Mr. Tennis - $472,500. The amounts reported under this column for 2018 and 2017 include time-based restricted stock awards and PSUs.

---

(6)	See the All Other Compensation table below for a breakdown of these amounts.

(1)	Represents reimbursement for lodging, meals and certain other expenses at hotels either owned by us or other hotels for Mr. Brugger, who is also a director.

---

(1)

At a compensation committee meeting held on February 18, 2020, we awarded each of our named executive officers, pursuant to the 2019 cash incentive compensation program, the following amounts: Mr. Brugger - $1,168,886; Mr. Donnelly - $200,000; Mr. Healy - $384,199; Mr. Furbay - $403,020 and Mr. Tennis - $358,500. 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 LTIP unit awards, which vest in three annual installments beginning February 27, 2020.

(4)	Represents the grant date fair value of the LTIP and PSU awards as determined in accordance with FASB ASC Topic 718.

(5)	Mr. Johnson resigned from the Company effective August 31, 2019. In connection with Mr. Johnson's resignation, he forfeited the cash incentive compensation and stock awards granted to him in 2019, as well as the unvested portion of stock awards granted to him in 2018.

(1)	Based on the closing price of our common stock on December 31, 2019, which was $11.08.

(2)	Represents PSU awards, which are described at “3. Long-Term Incentive Compensation” above. The number of units assumes the performance period ended on December 31, 2019 and the executive earned 117.4% of target for the 2017 PSU awards, 129.6% of target for the 2018 PSU awards, and 121.6% of target for the 2019 PSU awards.

(3)	Comprised of time-based restricted stock and LTIP units. The restricted stock and LTIP unit awards vest on the following schedule:

---

(1)	The number of shares issued upon the vesting of PSUs granted in 2016 represented 74.3% of the target award.

(2)	Based on the closing price of our common stock on the vesting date, which was $10.66.

---

(1)	Reflects the deferral of base salary, annual cash incentive compensation and/or long-term equity incentive compensation received in 2019 under the deferred compensation plan. Such amounts are reflected in the Summary Compensation Table.

---

(1)

“Cause” shall mean a determination by our Board of Directors in good faith that any of the following events have occurred: (i) indictment of the executive of, or the conviction or entry of a plea of guilty or nolo contendere by the executive to, any felony or misdemeanor involving moral turpitude (and in the case of Mr. Tennis, failure to be admissible as a member of the bar of any state); (ii) the executive engaging in conduct which constitutes a material breach of a fiduciary duty or duty of loyalty, including without limitation, misappropriation of our funds or property other than the occasional, customary and de minimis use of our property for personal purposes; (iii) the executive’s willful failure or gross negligence in the performance of his assigned duties, which failure or gross negligence continues for more than 15 days following the executive’s receipt of written notice of such willful failure or gross negligence from our Board of Directors; (iv) any act or omission of the executive that has a demonstrated and material adverse impact on our reputation for honesty and fair dealing or any other conduct of the executive that would reasonably be expected to result in material injury to our reputation; or (v) willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by us to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate or to produce documents or other materials.

---

(2)

“Good Reason” for termination shall mean the occurrence of one of the following events, without the executive’s prior written consent: (i) a material diminution in the executive’s duties or responsibilities or any material demotion from the executive’s current position with us, including, without limitation: (A) if the executive is the Chief Executive Officer (or CEO), either discontinuing his direct reporting to our Board of Directors or a committee thereof or discontinuing the direct reporting to the CEO by each of the senior executives responsible for finance, legal, acquisition and operations or (B) if the executive is not the CEO, discontinuing the executive reporting directly to the CEO; (ii) if the executive is a member of our Board of Directors, our failure to nominate the executive as one of our directors; (iii) a requirement that the executive work principally from a location outside the 50-mile radius from our current address, except for required travel on our business to the extent substantially consistent with the executive’s business travel obligations as of the date of the agreement; (iv) failure to pay the executive any compensation or benefits or to honor any indemnification agreement to which the executive is entitled within 15 days of the date due; or (v) the occurrence of any of the following events or conditions in the year immediately following a change in control: (A) a reduction in the executive’s annual base salary or annual cash incentive plan opportunity as in effect immediately prior to the change in control; (B) the failure by us to obtain an agreement, reasonably satisfactory to the executive, from any of our successors or assigns to assume and agree to adopt the severance agreement for a period of at least two years from the change in control.

(3)	“Retirement” shall mean a retirement by the executive if the executive has been designated as an eligible retiree by our Board of Directors, in its sole discretion.

(4)	Mr. Brugger is eligible to receive a modified excise tax gross-up, which is only applicable if the executive is terminated without cause or resigns for good reason following a change in control. Messrs. Donnelly, Furbay, Healy and Tennis are not entitled to receive an excise tax gross up.

---

(1)	The cost of the medical and dental insurance is based on the average cost paid by us for health insurance for a family with dependent children during 2019. The actual amount will vary based on the cost of health insurance at the time of termination whether the individual is single or married and whether the individual has dependent children.

(2)	Represents the value of the unvested shares as of December 31, 2019 calculated using $11.08 per share, the closing price of our common stock on December 31, 2019, and unvested cash dividends on those shares.

---

(3)	For valuation purposes, we have assumed the December 31, 2019 stock price of $11.08, the 2017, 2018 and 2019 PSU awards would be earned at 117.4%, 129.6% and 121.6% of target, respectively. However, except in the case of a change in control, PSUs will not be earned and converted into shares of common stock until the end of the performance period.

(4)

The cost of the excise tax gross up is an estimate based on a number of assumptions, including: (i) DiamondRock is subject to a change of control on December 31, 2019, (ii) all the named executive officers are terminated on December 31, 2019 without cause following that change of control, (iii) all the named executive officers receive cash incentive compensation for 2019 using the target percentage for each executive officer and (iv) the change of control occurs at a price equal to our closing stock price on December 31, 2019. Only Mr. Brugger would be eligible for an excise tax gross-up.

---

(1)	2019 amount includes $863,250 of recurring audit and quarterly review fees and $25,000 of fees for audits required by others. 2018 amount includes $926,750 of recurring audit and quarterly review fees, $17,000 of fees for audits required by others and $38,500 of fees related to acquisitions during the year.

(2)	Audit-related fees include fees for professional services rendered for consulting services related to the evaluation or implementation of accounting and reporting standards.

---

1.	have reviewed and discussed with management and KPMG LLP the audited financial statements for DiamondRock for the fiscal year ended December 31, 2019;

2.	have discussed with representatives of KPMG LLP the matters required to be discussed with them under the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission; and

3.	have received the written disclosures and the letter from the independent auditors required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence and have discussed with KPMG LLP the auditors’ independence from DiamondRock and management.

---

---

(1)

Calculated using 199,818,615 shares of common stock outstanding as of March 6, 2020, which includes all unvested shares of restricted stock. There were no additional adjustments required by Rule 13d-3(d)(1)(i) of the Exchange Act as no executive officer or director has any right to acquire shares within 60 days in a manner similar to those rights set forth in Rule 13d-3(d)(1)(i) of the Exchange Act.

(2)	In accordance with the SEC rules, this does not include 30,685 deferred stock units granted to Mr. McCarten.

(3)	Mr. Brugger’s shares include (i) 204,054 shares of unvested restricted stock granted to him under our Incentive Plan, as amended (the “Incentive Plan”) and (ii) 935,141 shares of our common stock owned by him. In accordance with the SEC rules, this does not include 702,256 deferred stock units, 478,407 unvested PSUs or 136,150 LTIP units granted to Mr. Brugger.

(4)	In accordance with the SEC rules, this does not include 50,354 deferred stock units granted to Ms. McAvey.

(5)	In accordance with the SEC rules, this does not include 76,701 deferred stock units granted to Mr. Ray.

(6)	In accordance with the SEC rules, this does not include 10,344 deferred stock units granted to Ms. Wayton.

(7)	Mr. Donnelly’s shares include 105,730 shares of unvested restricted stock granted to him under our Incentive Plan. In accordance with the SEC rules, this does not include 44,351 unvested PSUs granted to Mr. Donnelly.

(8)	Mr. Healy’s shares include 65,289 shares of unvested restricted stock granted to him under our Incentive Plan. In accordance with the SEC rules, this does not include 91,419 deferred stock units, 141,534 unvested PSUs or 37,559 LTIP units granted to Mr. Healy.

(9)	Mr. Furbay’s shares include (i) 14,326 shares of unvested restricted stock granted to him under our Incentive Plan and (ii) 16,359 shares of our common stock owned by him. In accordance with the SEC rules, this does not include 233,457 deferred stock units, 144,058 unvested PSUs or 88,053 LTIP units granted to Mr. Furbay.

(10)	Mr. Tennis’ shares include (i) 10,315 shares of unvested restricted stock granted to him under our Incentive Plan and (ii) 104,912 shares of our common stock owned by him. In accordance with the SEC rules, this does not include 199,958 deferred stock units, 103,836 unvested PSUs or 63,502 LTIP units granted to Mr. Tennis.

(11)	Includes an aggregate of 1,559,607 shares of common stock and 399,714 shares of unvested restricted stock.

(12)	Based solely on information contained in a Schedule 13G/A filed by BlackRock, Inc. with the SEC on February 4, 2020. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. The Schedule 13G/A indicates that BlackRock Inc. has sole voting power with respect to 36,517,081 shares of common stock and sole dispositive power with respect to all of the shares of common stock.

(13)

Based solely on information contained in a Schedule 13G/A filed by The Vanguard Group, Inc., on behalf of itself and certain of its affiliates, with the SEC on February 11, 2020. The address of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355. The Schedule 13G/A indicates that The Vanguard Group, Inc. has sole voting power with respect to 405,704 shares of common stock, shared voting power with respect to 277,783 shares of common stock, sole dispositive power with respect to 30,764,255 shares of common stock and shared dispositive power with respect to 395,887 shares of common stock.

(14)	Based solely on information contained in a Schedule 13G/A filed by FMR LLC with the SEC on February 7, 2020. The address of FMR LLC is 245 Summer Street, Boston, MA 02210. The Schedule 13G/A indicates that FMR LLC has sole voting power with respect to 7,888,085 shares of common stock and sole dispositive power with respect to all of the shares of common stock.

(15)

Based solely on information contained in a Schedule 13G filed by State Street Corporation with the SEC on February 14, 2020. The address of State Street Corporation is One Lincoln Street, Boston, MA 02111. The Schedule 13G indicates that State Street Corporation has shared voting power with respect to 8,258,877 shares of common stock and shared dispositive power with respect to all the shares of common stock.

---

---

---

---