DiamondRock Hospitality Company (NASDAQ:DRH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ITEM 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On January4, 2017, DiamondRock Hospitality Company (the Company)
announced that Thomas Healy was appointed Chief Operating Officer
and Executive Vice President, Asset Management, effective
January16, 2017. In this role, Mr.Healy will oversee the Companys
Asset Management Department and will report to Mark W. Brugger,
President and Chief Executive Officer.

Mr.Healy has more than 25 years of hotel operations and asset
management experience. Mr.Healy has worked at Strategic Hotels
and Resorts since 2006 and most recently served as EVP/Co-Head of
Asset Management, a role in which he had oversight responsibility
for the asset management function for both owned assets and
third-party contracts and worked with both internal and external
partners to drive asset value. He worked and developed
relationships with multiple Brands, Developers and Ownership
Groups. In this position, he had shared responsibility for the
strategic and tactical execution for over 20 hotels generating
$1.3 billion in revenue and $360 million EBITDA in 2015 across
North America. Prior to Strategic Hotels and Resorts, Mr.Healy
served in various corporate and property operational roles for
Starwood Hotels Resorts and Hyatt Hotels Resorts. He worked in
both hotel operations as General Manager in multiple assets as
well as working at the corporate office for Starwood in
Development. He has received recognition for his efforts and was
awarded Turnaround Hotel of the Year for Westin Hotels Resorts
and Regional New Build Award for his opening of the Sheraton
Overland Park and Conference Center. Mr. Healy is an alumnus of
Johnson Wales University where he earned a BS Hospitality
Management and he earned a Masters with Distinction (MSc) in
Hospitality and Tourism Leadership from the University of
Strathclyde Business School, Cornell University and Ecole
Hoteliere de Lausanne.

In connection with the offer letter, the Compensation Committee
of the Board approved the following compensation for Mr.Healy,
effective as of his first day of employment:

Mr.Healys annual base salary will be $450,000.

Mr.Healy will be eligible for an annual cash bonus, with a target
bonus of 80% of his base salary, and a threshold and a maximum
bonus of 40% and 160%, respectively, of his base salary.

Mr.Healy will receive an award of $600,000 in equity-based
incentive compensation consisting of a mix of restricted stock
and performance stock units, which is expected to be granted in
February2017. Thereafter, he will be eligible to receive an
annual grant of equity-based incentive compensation at the same
time the Compensation Committee of the Board approves the annual
grants to other employees of the Company.

It is also expected that Mr.Healy and the Company will enter into
a severance agreement in the form attached as Exhibit B to the
offer letter.

Mr.Healy does not have any familial relationship requiring
disclosure under Item 401(d)of Regulation S-K. Mr.Healy does not
have any related party interests requiring disclosure under Item
404(a)of Regulation S-K.

The above descriptions of the offer letter and the form of
severance agreement are not complete and are qualified entirely
by reference to the text of those agreements, which are filed as
an exhibit (with the form of severance agreement filed as
ExhibitB to the offer letter) to this Current Report on Form8-K
(Current Report) and are incorporated herein by reference.