drh-20260316

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

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¨						Preliminary Proxy Statement
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ý						Definitive Proxy Statement
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¨						Soliciting Material under § 240.14a-12

DiamondRock Hospitality Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement)

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Fee paid previously with preliminary materials.

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March 16, 2026

Dear Stockholder:

You are cordially invited to attend the 2026 annual meeting of stockholders of DiamondRock Hospitality Company, a Maryland corporation, to be held on Tuesday, April 28, 2026 at 10:00 a.m. Eastern Time. The annual meeting will be held via live audio webcast that can be accessed by visiting www.virtualshareholdermeeting.com/DRH2026, where you will be able to listen to the meeting live, submit questions and vote. Please see the “Questions and Answers About the Annual Meeting” section of this proxy statement for more details regarding the logistics of the virtual annual meeting, including the ability of stockholders to submit questions, and technical details and support related to accessing the virtual platform for the annual meeting.

The attached proxy statement, accompanied by the notice of the meeting, describes the matters expected to be acted upon at the meeting. We urge you to review these materials carefully and to use this opportunity to take part in the affairs of DiamondRock Hospitality Company by voting on the matters described in this proxy statement. We hope that you will be able to attend the meeting.

Your vote is important. Whether or not you plan to attend the meeting, we urge you to vote as soon as possible. The proxy card contains instructions regarding all three methods of voting. If you attend the meeting, you may continue to have your shares voted as you have previously instructed or you may withdraw your proxy and vote your shares in person at the meeting.

We look forward to seeing you at the meeting.

Sincerely,

Jeffrey J. Donnelly

Chief Executive Officer


			7373 Wisconsin Avenue, Suite 1900, Bethesda, MD 20814

To Our Shareholders

Notice of Annual Meeting of Stockholders

Date:

Tuesday,

April 28, 2026

Time:

10:00 a.m., ET

Place:

Via live audio webcast

The 2026 annual meeting of stockholders of DiamondRock Hospitality Company, a Maryland corporation, will be held on Tuesday, April 28, 2026 at 10:00 a.m. Eastern Time, via live audio webcast that can be accessed by visiting: www.virtualshareholdermeeting.com/DRH2026. The 2026 annual meeting of stockholders will be held for the following purposes:

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.

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

To ratify the appointment of KPMG LLP as independent auditors of DiamondRock Hospitality Company for the fiscal year ending December 31, 2026.

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

You may vote if you were a stockholder of record as of the close of business on February 27, 2026. Whether or not you plan to attend the virtual meeting, we encourage you to please authorize a proxy to vote your shares in advance of the meeting to ensure your representation and the presence of a quorum in one of the following ways:

•If you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the postage-paid envelope provided;

•If you are a stockholder of record, you may vote via the Internet at www.proxyvote.com or by telephone by the following instructions on the Notice of Internet Availability of Proxy Materials;

•If your shares of common stock are held by a broker, bank or other nominee, please follow the instructions you receive from your broker, bank or other nominee to have your shares of common stock voted.

Any proxy may be revoked at any time prior to its exercise at the annual meeting in accordance with the procedures set forth in the proxy statement.

By Order Of The Board Of Directors

Anika C. Fischer

Corporate Secretary

March 16, 2026

VOTE

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on April 28, 2026.

The proxy statement and annual report to stockholders are available at www.proxyvote.com

Table of Contents


			Page
Questions And Answers About The Annual Meeting			1
Proposal 1: Election Of Directors			5
Proposal 2: Non-Binding, Advisory Vote On Executive Compensation			12
Proposal 3: Ratification Of The Appointment of KPMG As Independent Auditors			14
Corporate Governance Principles And Board Matters			15
Our Board of Directors and Its Committees			17
Consideration of Director Nominees			20
Communications with our Board of Directors			23
Other Corporate Governance Matters			24
Director Compensation			28
Cash Compensation			29
Equity Compensation			30
Expenses and Perquisites			30
Stock Ownership Policy for Directors			30
Executive Officers			31
Compensation Discussion And Analysis			33
Executive Summary			33
Compensation Committee Procedures, Compensation Consultant, Input of Named Executive Officers on Compensation and Stockholder Advisory Resolution			39
Compensation Elements			42
Severance Agreements			47
Discussion of Certain Compensation Polices			47
Compensation Committee Report On Executive Compensation			50
Executive Officer Compensation Summary			51
Information About Our Independent Accountants			63
Audit Committee Report			65
Principal And Management Stockholders			66
Other Matters			69

Proxy Statement

This proxy statement and the proxy card are first being distributed or made available to stockholders on or about March 16, 2026 and are furnished in connection with the solicitation of proxies by the Board of Directors of DiamondRock Hospitality Company, a Maryland corporation (“DiamondRock”, the “Company” or “us”), for exercise at the 2026 annual meeting of our stockholders to be held on Tuesday, April 28, 2026 at 10:00 a.m. Eastern Time via live audio webcast that can be accessed by visiting: www.virtualshareholdermeeting.com/DRH2026, and at any postponement or adjournment thereof.

Questions and Answers About the Annual Meeting

What is the purpose of the annual meeting?

At the annual meeting, stockholders will be asked to consider and vote upon the following matters set forth in the accompanying notice of meeting: (i) the election of directors nominated by our Board of Directors, (ii) a non-binding, advisory vote on executive compensation, (iii) the ratification of the appointment of KPMG LLP as our independent auditors for 2026, and (iv) any other matters that may properly come before the annual meeting for a vote.

Who is entitled to vote?

If our records show that you were a stockholder of record (i.e., a “registered stockholder”), or if you held shares of our common stock in “street name” through a bank, broker or other nominee, as of the close of business on February 27, 2026 (the “Record Date”), you are entitled to receive notice of the annual meeting and to vote the shares of common stock that you held as of the Record Date. Each outstanding share of common stock entitles its holder of record to cast one vote on each matter to be voted upon.

Why did I receive a notice in the mail regarding Internet availability of proxy materials?

In accordance with the rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the Internet instead of mailing a printed copy to our stockholders. Accordingly, on or about March 16, 2026, we began mailing to all of our stockholders of record at the close of business on February 27, 2026, a Notice of Internet Availability of Proxy Materials (the “Notice”). We believe making our proxy materials available over the Internet allows us to provide our stockholders with the proxy materials they need, while lowering the cost of delivering the materials and reducing the impact of our annual meeting on the environment.

Instructions on how to access the proxy materials over the Internet and how to vote are included in the Notice. If you received the Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy. Stockholders may request to receive proxy materials in printed form by mail or electronically by e-mail at no cost.


DiamondRock Hospitality			1			2026 Proxy Statement


Questions and Answers About the Annual Meeting

How can I change how I receive proxy materials in the future?

Instead of receiving a Notice of Internet Availability of Proxy Materials in the mail for future meetings, you may elect to receive links to proxy materials by e-mail or to receive a paper copy of the proxy materials, including a paper proxy card, by mail. The Notice will provide you with instructions for how to receive a paper or an e-mail copy of our proxy materials for the 2026 annual meeting of stockholders or for all future annual meetings. Your election will remain in effect until you terminate it.

Instead of receiving our proxy materials or the Notice by mail, we encourage you to elect to receive all proxy materials by e-mail going forward. Choosing to receive your future proxy materials by e-mail will save us the cost of printing and mailing documents to you and will reduce the impact of our annual meetings on the environment. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site.

How do I attend the virtual annual meeting?

All stockholders of record of shares of our common stock on the Record Date, or their designated proxies, will be able to attend and participate in the annual meeting online by accessing www.virtualshareholdermeeting.com/DRH2026 and attending the log in instructions below. Even if you plan to attend the annual meeting online, we recommend that you also vote by proxy as described herein so that your vote will be counted if you decide not to attend the annual meeting.

Access to the Audio Webcast of the Annual Meeting. The live audio webcast of the annual meeting will begin promptly at 10:00 a.m., Eastern Time. Online access to the audio webcast will open approximately thirty minutes prior to the start of the annual meeting to allow time for you to log in and test the computer audio system. We encourage our stockholders to access the annual meeting prior to the start time.

Log in Instructions. To attend the annual meeting, log in at www.virtualshareholdermeeting.com/DRH2026. Registered stockholders will need their unique 16-digit control number, which appears in the notice, or, if they received printed materials, on their proxy card. If you are not a registered stockholder but you hold shares in “street name” (i.e., your shares are held in an account maintained by a bank, broker, or other nominee) and you do not have a control number, please contact your broker, bank, or other nominee as soon as possible, so that you can be provided with a control number and gain access to the annual meeting.

Voting and Submitting Questions at the Virtual Annual Meeting. Stockholders will be able to vote electronically and submit questions during the virtual annual meeting. You are entitled to vote at the annual meeting if you were a stockholder as of the close of business on the Record Date. Stockholders will be able to ask questions or make comments relating to each proposal at a time designated by the meeting chairperson. All questions presented should relate directly to the agenda item under discussion. The Company reserves the right to exclude questions regarding topics that are not pertinent to meeting matters or Company business. If the Company receives substantially similar questions, it may group such questions together and provide a single response to avoid repetition. Questions regarding personal matters or matters not relevant to meeting matters will not be answered.

Non-stockholders will not be permitted to attend the virtual annual meeting.

Technical Assistance. Beginning 30 minutes prior to the start of and during the annual meeting, we will have a support team ready to assist shareholders with any technical difficulties they may have accessing or hearing the annual meeting. If you encounter any difficulties accessing the virtual annual meeting during the check-in or meeting time, call the support team, whose number will be posted on www.virtualshareholdermeeting.com/DRH2026.


DiamondRock Hospitality			2			2026 Proxy Statement


			Questions and Answers About the Annual Meeting

How do I vote?

Voting by Proxy for Shares Registered Directly in Your Name

If you are a registered stockholder, you may instruct the proxy holders named in the Notice how to vote your shares of common stock by using the toll-free telephone number or the website listed on the Notice, or if you received printed materials and you would like to vote by mail, by marking, signing and dating the proxy card and mailing it in the postage-paid envelope provided.

Vote by Telephone. You may authorize a proxy to vote your shares by telephone by calling the toll-free number listed on the Notice (or, if you received printed materials, on your proxy card) at any time, 24 hours per day, until 11:59 p.m., Eastern Time, on April 27, 2026. When you call, please have your Notice or proxy card in hand. 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 A PROXY CARD.

Vote by Internet. You may also authorize a proxy to vote your shares via the Internet at ww.proxyvote.com by following the instructions provided in the Notice or, if you received printed materials, on your proxy card. Authorizing a proxy by Internet is available 24 hours per day until 11:59 p.m., Eastern Time, on April 27, 2026. 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 A PROXY CARD.

Vote by Mail. If you received printed materials, 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. If you did not receive printed materials and would like to vote by mail, then you must request printed copies of the proxy materials by following the instructions in your Notice.

Voting by Proxy for Shares Registered in Street Name

If your shares of common stock are held in street name, you will receive instructions from your broker, bank or other nominee which you must follow in order to have your shares of common stock voted in accordance with your instructions. The broker, bank or other nominee for your shares is required to follow your voting instructions. Accordingly, you will need to follow the directions you receive from your broker, bank or other nominee. Under the current rules of the Nasdaq Stock Exchange, or Nasdaq, if you do not give instructions to your broker, bank or other nominee, it will still be able to vote your shares with respect to certain “discretionary” items, but will not be allowed to vote your shares with respect to certain “non-discretionary” items. The ratification of KPMG LLP as our independent registered public accounting firm (proposal 3) is considered to be a discretionary item under the Nasdaq rules, and your broker, bank or other nominee will be able to vote on that item even if it does not receive instructions from you. The uncontested election of directors (proposal 1) and the non-binding, advisory resolution on executive compensation (proposal 2) are “non-discretionary” items. If you do not instruct your broker, bank or other nominee how to vote with respect to these items, it may not vote with respect to these proposals and those votes will be counted as “broker non-votes.” Broker non-votes are shares that are held in street name by a broker, bank or other nominee that returns a properly executed proxy but does not have discretionary authority to vote on a particular matter.

What constitutes a quorum?

The presence, in person or by proxy, of stockholders entitled to cast a majority of all the votes entitled to be cast at the annual meeting constitutes a quorum for the transaction of business at the annual meeting. As of the Record Date, there were 204,649,714 shares of common stock outstanding and entitled to vote at the annual meeting. Abstentions or broker non-votes will be counted for purposes of determining whether a quorum is present for the transaction of business at the annual meeting. If a quorum is not present at the scheduled time of the meeting, the chairman may adjourn the meeting to another place, date or time until a quorum is present. The place, date and time of the adjourned meeting will be announced when the adjournment is taken and no other notice will be given unless the adjournment is to a date more than 120 days after the original record date or if, after the adjournment, a new record date is fixed for the adjourned meeting.


DiamondRock Hospitality			3			2026 Proxy Statement


Questions and Answers About the Annual Meeting

What is householding?

The rules of the SEC allow for householding, which is the delivery of a single copy of a Notice of Internet Availability of Proxy Materials, notice of annual meeting, annual report, and/or proxy statement to any address shared by two or more stockholders. Duplicate mailings can be eliminated by the consent of the household stockholders, or through implied consent if (1) it is believed that the stockholders are members of the same family, (2) the stockholders are notified that householding is to be used and (3) the stockholders do not request continuation of duplicate mailings. If you own shares of common stock in your own name as a holder of record, householding will not apply to your shares. If your shares of common stock are held in street name, depending upon the practices of your broker, bank or other nominee, you may need to contact them directly to discontinue duplicate mailings to your address. If you wish to revoke your consent to householding, you must contact your broker, bank or other nominee.

If you wish to request extra copies free of charge of these materials, please send your request to DiamondRock Hospitality Company, 7373 Wisconsin Avenue, Suite 1900, Bethesda, MD 20814, Attention: Corporate Secretary; or call us with your request at (240) 744-1150.

Will other matters be voted on at the meeting?

We are not currently aware of any other matters to be presented at the annual meeting other than those described in this proxy statement. If any other matters not described in the proxy statement are properly presented at the meeting, any proxies received by us will be voted in the discretion of the proxy holders.

May I revoke or change my proxy instructions?

You may revoke or change your proxy at any time before it has been exercised by: (1) filing a written revocation with our Corporate Secretary, c/o DiamondRock Hospitality Company, 7373 Wisconsin Avenue, Suite 1900, Bethesda, MD 20814, (2) authorizing a new proxy by telephone, Internet or proxy card after the date of the previously submitted proxy, or (3) appearing at the virtual annual meeting, revoking your proxy and voting by ballot at the annual meeting.

Any stockholder of record as of the Record Date may vote at the virtual annual meeting, whether or not a proxy has been previously given, but the presence (without further action) of a stockholder at the virtual annual meeting will not constitute revocation of a previously given proxy.

How can I access the proxy materials?

For your review, our 2025 annual report, including a copy of our annual report filed with the SEC on Form 10-K (including financial statements for the fiscal year ended December 31, 2025), is being distributed or made available to stockholders concurrently with this proxy statement. Although our annual report is not part of the proxy solicitation material, we recommend that you review our 2025 annual report prior to voting.

Our proxy statement, form of proxy card and annual report on Form 10-K for the fiscal year ended December 31, 2025 are available at http://www.drhc.com/annual_meeting.html.

How do I learn the results of the vote?

Voting results of the annual meeting will be disclosed on a Form 8-K filed with the SEC within four business days after the annual meeting.


DiamondRock Hospitality			4			2026 Proxy Statement

Proposal 1:

Election of Directors

Introduction

Eight nominees will be proposed for election as directors at our 2026 annual meeting of stockholders to serve until our 2027 annual meeting of stockholders and until their respective successors are duly elected and qualify. The nominees are Timothy R. Chi, Jeffrey J. Donnelly, Michael A. Hartmeier, Stephanie D. Lepori, Kathleen A. Merrill, William J. Shaw, Bruce D. Wardinski and Tabassum S. Zalotrawala. Each nominee for director was recommended by our Nominating and Corporate Governance Committee, which considered a number of factors, including the criteria for Board of Directors membership approved by our Board of Directors, and then was nominated by our Board of Directors. Each of the nominees is a current member of our Board of Directors. Mr. William W. McCarten, our current Chairman of the Board of Directors, will retire from the Board effective as of the adjournment of the Annual Meeting and following his retirement, the size of the Board will be reduced from nine to eight directors.

Our Board of Directors anticipates that the nominees will serve, if elected, as directors. However, if any person nominated by our Board of Directors is unable to serve or for good cause will not serve, the proxies will be voted for the election of such other person as our Board of Directors may recommend unless our Board of Directors alternatively acts to reduce the size of our Board or maintain a vacancy on our Board in accordance with our Fifth Amended and Restated Bylaws (“Bylaws”).

Vote Required

The affirmative vote of a majority of all the votes cast at a meeting at which a quorum is present is necessary for the election of a director in an uncontested election, which means that the number of shares voted for a nominee must exceed the number of shares voted against the nominee. If you do not instruct your broker, bank or other nominee how to vote with respect to this proposal, your broker, bank or other nominee may not cast votes on your behalf with respect to this proposal. For purposes of the election of directors, abstentions and broker non-votes, if any, will not be counted as votes cast for or against a nominee’s election. If a nominee who is already serving as a director is not elected pursuant to this standard, the Director Resignation Policy in our Corporate Governance Guidelines requires the director to tender his or her resignation to our Board of Directors and our Nominating and Corporate Governance Committee will make a recommendation to our Board of Directors on whether to accept or reject the recommendation or take other action.

Recommendation

VOTE

Our Board of Directors unanimously recommends a vote FOR each of the nominees. Properly authorized proxies solicited by our Board of Directors will be voted for each of the nominees unless instructions to abstain are given.


DiamondRock Hospitality			5			2026 Proxy Statement


Proposal 1: Election of Directors

Information Regarding the Nominees

The following biographical descriptions set forth certain information with respect to the nominees for election as directors at our 2026 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.


Name	Age	Position

Bruce D. Wardinski*	65	Chairman-Elect of our Board of Directors and Director
Timothy R. Chi*	49	Director
Jeffrey J. Donnelly	55	Chief Executive Officer and Director
Michael A. Hartmeier*	63	Director
Stephanie D. Lepori*	55	Director
Kathleen A. Merrill*	66	Director
William J. Shaw*	80	Director
Tabassum S. Zalotrawala*	51	Director
∗ Independent Director

Demographics

Chi

Donnelly

Hartmeier

Lepori

Merrill

Shaw

Wardinski

Zalotrawala

Race/Ethnicity

Asian/Pacific Islander

White/Caucasian

Gender

Female

Male

Board Tenure

Years


DiamondRock Hospitality			6			2026 Proxy Statement


			Proposal 1: Election of Directors

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. 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 8.

Areas of Expertise

Chi

Donnelly

Hartmeier

Lepori

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


DiamondRock Hospitality			7			2026 Proxy Statement


Proposal 1: Election of Directors

Nominees


						Bruce D. Wardinski has been a member of our Board of Directors since January 2013. Mr. Wardinski was 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, until July 2025 when Playa was bought by Hyatt Hotels. 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 also worked at 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, including his long-term service as a public company CEO and director.

Bruce D. Wardinski Chair-Elect of the Board of Directors Age: 65 Director Since: 2013


						Timothy R. Chi has been a member of our Board of Directors since June 2015. Mr. Chi is the Vice Chair of the board of directors of The Knot Worldwide, Inc., a leading global marketplace serving the wedding and events industry. Mr. Chi served as Chief Executive Officer of The Knot Worldwide, Inc. from 2019 to January 2025. He 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. 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: 49 Director Since: 2015


DiamondRock Hospitality			8			2026 Proxy Statement


			Proposal 1: Election of Directors


						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.

Jeffrey J. Donnelly Chief Executive Officer and Director Age: 55 Director Since: 2024


						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 Barclays, and its predecessor Lehman Brothers, 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). 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: 63 Director Since: 2020


DiamondRock Hospitality			9			2026 Proxy Statement


Proposal 1: Election of Directors


						Stephanie D. Lepori has been a member of our Board of Directors since January 2025. Ms. Lepori is the Chief Accounting, Human Resources and Administrative Officer at Caesars Entertainment, Inc. (“Caesars”), a position she has held since 2019. As Chief Accounting, Human Resources and Administrative 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, insurance placement and captive management, and enterprise risk management. In previous roles, she 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: 55 Director Since: 2025


						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. In 2025, Ms. Merrill was appointed to the Board of Directors of Accelya, a global provider of airline-retailing and technology solutions. Ms. Merrill holds a B.B.A. in Marketing from the University of North Texas. Our Board of Directors has determined that Ms. 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: 66 Director Since: 2019


DiamondRock Hospitality			10			2026 Proxy Statement


			Proposal 1: Election of Directors


						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: 80 Director Since: 2016


						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: 51 Director Since: 2021


DiamondRock Hospitality			11			2026 Proxy Statement

Proposal 2:

Advisory Vote on Named Executive Officer Compensation

Proposal

In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is providing stockholders with the opportunity to vote on a non-binding, advisory basis, on the compensation of our named executive officers as disclosed in this proxy statement.

As described in detail under the heading “Compensation Discussion and Analysis,” our Compensation Committee designs the executive compensation program to create incentives for our named executive officers to maximize long-term stockholder value and also to attract, retain and motivate our named executive officers, who are critical to our success. Under our program, our named executive officers are rewarded for the achievement of our annual, long-term and strategic objectives, and the realization of increased stockholder value. Please refer to the “Compensation Discussion and Analysis” in this proxy statement for additional details about our executive compensation programs, including information about the fiscal year 2025 compensation of our named executive officers.

Text of Resolution

The Board is asking our stockholders to indicate their support for our named executive officers’ compensation as described in this proxy statement by voting for the following resolution:

“RESOLVED, that the stockholders of the Company approve, on a non-binding, advisory basis, the compensation of the named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K of the Securities Act of 1933, as amended, including the Compensation Discussion and Analysis, compensation tables and narrative disclosure.”

Vote Required; Effect of Vote

The affirmative vote of a majority of the votes cast on this proposal will be required for adoption of this resolution. Abstentions and broker non-votes will not be treated as votes cast and will have no effect on the outcome of the vote on this proposal.

This resolution is non-binding and advisory, and therefore will not have any binding legal effect on the Company, our Board of Directors or our Compensation Committee. Furthermore, because this resolution primarily relates to compensation of named executive officers that has already been paid or contractually committed, there is limited opportunity for us to revisit these decisions. However, our Board of Directors and our Compensation Committee value the views of our stockholders and will consider the results of the vote on this proposal in its future decisions regarding the compensation of our named executive officers.

The Company's current policy is to hold a non-binding, advisory vote on the compensation of our named executive officers every year. It is expected that the next such vote will occur at our 2027 annual meeting of stockholders.


DiamondRock Hospitality			12			2026 Proxy Statement


			Proposal 2: Advisory Vote on Named Executive Officer Compensation

Recommendation

VOTE

Our Board of Directors unanimously recommends a vote FOR adoption of this resolution. Properly authorized proxies solicited by our Board of Directors will be voted for adoption of this resolution unless otherwise instructed.


DiamondRock Hospitality			13			2026 Proxy Statement

Proposal 3:

Ratification of the Appointment of KPMG as Independent Auditors

Proposal

Our Audit Committee has unanimously appointed KPMG LLP as DiamondRock’s independent auditor for the current fiscal year ending December 31, 2026, and our Board of Directors is asking stockholders to ratify that appointment. Although current law, rules and regulations, as well as the charter of our Audit Committee, require DiamondRock’s independent auditor to be engaged, retained and supervised by our Audit Committee, our Board of Directors considers the selection of the independent auditor to be an important matter of stockholder concern and is submitting the appointment of KPMG LLP for ratification by stockholders as a matter of good corporate practice. Representatives of KPMG LLP will be present at the annual meeting and will be given the opportunity to make a statement, if they desire to do so, and to respond to appropriate questions.

Vote Required

The appointment of KPMG LLP as our independent auditor for the current fiscal year will be ratified if this proposal receives a majority of the votes cast, whether in person or by proxy, on this proposal. For purposes of the vote on the ratification of the appointment of KPMG LLP as DiamondRock’s independent auditor for the year ending December 31, 2026, abstentions will not be counted as votes cast and will have no effect on the result of the vote.

Recommendation

VOTE

Our Board of Directors unanimously recommends a vote FOR ratification of the appointment of KPMG LLP as independent auditors of DiamondRock for 2026. Properly authorized proxies solicited by our Board of Directors will be voted for approval of this proposal unless otherwise instructed.


DiamondRock Hospitality			14			2026 Proxy Statement

Corporate Governance Principles

and Board Matters

Our business is built on relationships with our investors, with the global brand companies we utilize for our hotels and with the management companies who operate our hotels. We are committed to keeping our relationships strong by communicating openly about our business practices, being transparent about our performance and remaining accountable for our conduct. We take our commitments seriously.

At the core of these commitments is the role of our Board of Directors in overseeing the management of our Company’s business and affairs. We believe that an active, informed, independent and involved board is essential for ensuring our integrity, transparency and long-term strength. We believe that our Board of Directors embodies each of those characteristics. We have assembled a Board of Directors that is comprised of individuals with a wide breadth of experience including: the former chairman of a public lodging REIT and founder and former chief executive officer of a public hotel investment company; the founder and former chief executive officer of a major online events planning company; the former president and chief operating officer of Marriott International; a senior executive with experience in real estate, branding and digital strategy; a former executive officer of a major airline company; a former investment banker with experience advising lodging companies and REITs; the current accounting and administrative head for a major lodging and gaming company; and our current Chief Executive Officer.

We follow through on our commitment by implementing what we believe are sound corporate governance practices, including:

Recent Developments

•In 2025, we adopted policies with respect to the internal development, deployment and monitoring of artificial intelligence tools.

•We updated our Guidelines on Significant Governance Issues (“Corporate Governance Guidelines”) in 2024 to set a numerical limit on the number of directorships our directors and officers may hold to ensure that the Company's directors and officers are not “overboarded”. We regularly review and ensure compliance with the Governance Guidelines.

•We adopted a political contribution policy in 2024 to maintain compliance with applicable political contribution laws and to ensure that any that political contributions made by the Company appropriately advance the Company's interests.


DiamondRock Hospitality			15			2026 Proxy Statement


Corporate Governance Principles and Board Matters

Corporate Governance Highlights



			What We Do

						Majority voting in uncontested director elections and plurality voting in contested director elections along with a Director Resignation Policy related to the voting outcomes.
						All of director nominees are independent, other than the CEO of the Company, under the listing standards adopted by the Nasdaq.
						All members of the three standing committees of our Board of Directors are independent under the listing standards adopted by the Nasdaq and meet regularly without management.
						Maintain insider trading policy governing the purchase, sale and other dispositions of the Company's securities that applies to all of our directors, officers, employees and other covered persons, which is monitored by internal and external legal counsel for compliance with applicable securities laws.
						Annual self-assessment and bi-annual individual interviews with Board members to review Board’s effectiveness.
						Our Bylaws may be amended by both directors and stockholders by simple majority vote.
						Our Bylaws include proxy access provisions.
						Our Articles of Amendment and Restatement (our “Charter”) contains majority voting requirements, and not supermajority voting requirements, to approve amendments to our Charter and certain extraordinary actions, such as a merger or other business combination.
						Maintain a clawback policy for our named executive officers with recoupment of some compensation under certain circumstances.



			What We Don’t Do

						Opted out of a provision of the Maryland Unsolicited Takeover Act, such that the Company is prohibited, without the approval of stockholders, from classifying our Board of Directors.
						No overboarding as no member of our Board of Directors serves on the boards of more than two public companies other than the Company.
						No stockholder rights plan (i.e., “poison pill”)
						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 and the affirmative vote of a majority of continuing directors.
						No hedging, derivatives trading or pledging of Company securities by our Board, named executive officers or other designated employees at any time.


DiamondRock Hospitality			16			2026 Proxy Statement


			Corporate Governance Principles and Board Matters

Our Board of Directors and its Committees

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. Our Board will continue to be chaired by a non-executive chairman upon Mr. McCarten’s retirement, effective as of the adjournment of the Annual Meeting, as Mr. Wardinski, our lead independent director, will assume the role of Chairman. Because Mr. Wardinski is an independent director, in accordance with our Corporate Governance Guidelines, the Company will no longer have a lead independent director after Mr. Wardinski becomes Chairman. Each of our directors stands for election annually.

Director Independence

Our Corporate Governance Guidelines provide that a majority of our directors must be independent. In order to qualify as an “independent director” under our independence standards, a director must meet the requirements of the Nasdaq listing rules, which provide that, among other things, our Board of Directors must determine that the director has no relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In addition, our Board of Directors considers, among other factors, whether the director, or an organization with which the director is affiliated, has entered into any commercial, consulting, or similar contracts with the Company; whether the director receives any compensation or other fees from the Company, other than director fees; whether the director spent more time than is customary advising the executive officers of the Company; and whether we and/or any of our affiliates made substantial contributions to tax-exempt organizations with which the director, or the director’s spouse, is affiliated.

Our Board of Directors has determined that each of Messrs. Chi, Hartmeier, Shaw and Wardinski and Mses. Lepori, Merrill and Zalotrawala is an “independent” director under our independence standards and under the Nasdaq listing rules. The only member of our Board of Directors who is not independent under the Nasdaq listing rules and our independence standards is Mr. Donnelly, our Chief Executive Officer.

Meetings

Our Board of Directors met four times during 2025. Each of our directors attended at least 75% of the aggregate of (i) the number of meetings of our Board of Directors in 2025 and (ii) the number of meetings of committees of our Board of Directors during the period that such person served on our Board of Directors and on such committee. We expect each of our directors to attend our annual meeting of stockholders, which is held virtually. In 2025, all of nine of our directors attended our annual meeting of stockholders.

Directors who qualify as being “non-management” within the meaning of the Nasdaq listing standards meet on a regular basis in executive sessions without management participation. The executive sessions occur after each regularly scheduled meeting of our Board of Directors and at such other times that our non-management directors deem appropriate. Each director has the right to call an executive session. The executive sessions have been chaired, and will continue to be chaired by Mr. Wardinski, as Lead Director of our Board of Directors and after the Annual Meeting, upon Mr. McCarten’s retirement, the Chairman.

Committees

Our Board of Directors has established an Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee and has adopted a written charter for each committee. A copy of each of our Audit Committee charter, Compensation Committee charter and Nominating and Corporate Governance Committee charter is available on our website at http://www.drhc.com under the heading “Company” and subheading “Corporate Governance.” These charters are also available in print to any stockholder upon written request addressed to Investor Relations, c/o DiamondRock Hospitality Company, 7373 Wisconsin Avenue, Suite 1900, Bethesda, MD 20814.

There are no executives serving on the Audit Committee, Nominating and Corporate Governance Committee or Compensation Committee.

Our Board of Directors may from time to time establish special or standing committees to facilitate the direction of the management of the business and affairs of DiamondRock or to discharge specific duties delegated to the committee by our full Board of Directors.


DiamondRock Hospitality			17			2026 Proxy Statement


Corporate Governance Principles and Board Matters

The following table sets forth the expected membership for each of the standing committees of our Board of Directors as of the date following the Annual Meeting, assuming each of the nominees is re-elected.



Board Members	Audit Committee	Nominating and Corporate Governance Committee	Compensation Committee

Bruce D. Wardinski	l	l	l
Timothy R. Chi	l	l	C
Michael A. Hartmeier	l	C	l
Stephanie D. Lepori	C	l	l
William J. Shaw	l	l	l
Kathleen A. Merrill	l	l	l
Tabassum S. Zalotrawala	l	l	l

SEC Form DEF 14A filed by Diamondrock Hospitality Company