Anika Fischer
About Anika Fischer
Anika C. Fischer is Senior Vice President, General Counsel and Corporate Secretary at DiamondRock Hospitality Company, appointed effective June 30, 2024, with employment commencing June 3, 2024; she is 36, holds a J.D. cum laude from the University of Michigan Law School and a B.A. from Wesleyan University, and oversees all legal and compliance activities including governance, capital markets, litigation, hotel transactions, risk management, and regulatory compliance . Company performance in 2024 featured total revenues of $1.130 billion (+5.1% YoY) and Hotel Adjusted EBITDA of $318.6 million (+5.8% YoY) and a negative absolute TSR environment (value of a $100 investment at year-end 2024 = $87 vs peer $93) with relative TSR at the 60th percentile for the three-year period ended February 2025, capped at 100% of PSU target due to negative absolute TSR .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Essex Property Trust, Inc. (multifamily REIT) | Deputy General Counsel | Oct 2015 – May 2024 | Led capital markets transactions, securities/corporate governance, and teams underwriting and closing complex real estate transactions (acquisitions, dispositions, structured finance, JVs, developments, financings) |
| Kirkland & Ellis LLP | Associate, Real Estate | Early career | Practiced in Real Estate group; foundational legal training relevant to REIT transactions and governance |
External Roles
- No external public-company directorships disclosed in the proxy .
Fixed Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Base Salary ($) | $375,000 | $425,000 |
| Actual Base Salary Paid ($) | $218,750 (partial year from June 3, 2024) | — |
| Target Bonus (% of Base) | 75% | — |
Notes:
- Sign-on inducement: $150,000 cash bonus upon hire .
Performance Compensation
Annual Cash Incentive (2024)
| Name | Threshold (% of Base) | Target (% of Base) | Maximum (% of Base) | Actual (% of Target) | Actual (% of Base) | Payout ($) |
|---|---|---|---|---|---|---|
| Anika C. Fischer | 37.5% | 75% | 150% | 141.9% | 106.4% | $399,146 |
Individual Strategic Objectives (10% weight): Reduce enterprise risk across legal/administrative matters, execute legal aspects of transactions, advise on asset-level legal issues (including labor), and governance/compliance; earned 150% of target for individual objectives .
Joint Objectives (90% weight) summary:
| Objective | Weight | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|---|
| Hotel Adjusted EBITDA | 50% | $260.7m | $306.7m | $352.7m | $318.6m |
| Adjusted FFO per Share | 20% | $0.83 | $0.98 | $1.12 | $1.04 |
| GRESB Real Estate Assessment | 2% | 80 | 82 | 84 | 86 |
| GRESB Public Disclosure | 2% | 80 | 82 | 84 | 98 |
| ISS Governance Score | 2% | 5 | 4 | 3 | 1 |
| ISS Environmental Score | 2% | 5 | 4 | 3 | 3 |
| ISS Social Score | 2% | 5 | 4 | 3 | 3 |
| Liquidity | 2.5% | $475m | $500m | $525m | $584.3m |
| Debt/Pref to Gross Assets | 2.5% | 33% | 30% | 27% | 29.2% |
| Net Debt/Adjusted EBITDA | 2.5% | 4.2x | 3.8x | 3.4x | 3.5x |
| Fixed Charge Coverage | 2.5% | 2.75x | 3.0x | 3.25x | 3.05x |
Committee determined 141.9% of target for joint objectives .
Long-Term Equity Incentives
Structure (2024 grants): 50% PSUs and 50% time-based restricted stock/LTIP units; PSUs split 50/50 between three-year relative TSR and three-year hotel market share improvement, with a negative TSR cap reducing PSU payout if absolute TSR is negative . For 2025, mix increases to 60% performance/time-based with the performance metric 100% relative TSR over three years .
Executive awards and vesting:
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting/Performance |
|---|---|---|---|---|
| Time-based RSUs | 8/05/2024 | 18,916 | $150,000 | Time-based; company equity plan generally requires minimum one-year vesting |
| PSUs (Max $ value) | 2024 | — | $487,500 (maximum potential value at grant) | 50% relative TSR, 50% hotel market share; earned at end of 3-year period; negative TSR cap applies |
Outstanding unvested awards as of 12/31/2024:
| Unvested Time-Based RSUs | Market Value ($) |
|---|---|
| 18,916 | $170,811 |
Perquisites and deferred compensation:
- Standard benefits package (health/dental, life, disability), 401(k) match; executives may participate in a deferred compensation plan; no company match for deferred comp .
- No stock options outstanding; company has not issued options in over a decade .
Equity Ownership & Alignment
| Policy/Status | Detail |
|---|---|
| Stock Ownership Guideline | 3x base salary for executive officers; 5-year compliance window from appointment; average stock price basis $8.85 for 2025 |
| Compliance Status | Table lists “Yes” for executives; footnote clarifies Ms. Fischer joined in 2024 and has five years to meet target; she has not sold any shares |
| Hedging/Pledging | Prohibited: no short sales, no derivatives, no pledging Company securities |
| Unvested RSUs | 18,916 units; market value $170,811 at 12/31/2024 |
| Options | None outstanding; none issued in over a decade |
Employment Terms
| Item | Terms/Amounts |
|---|---|
| Employment Start | June 3, 2024; appointed SVP, General Counsel & Corporate Secretary effective June 30, 2024 |
| Base Salary | $375,000 (2024); $425,000 (2025) |
| Target Bonus | 75% of base salary (2024) |
| Sign-On | $150,000 cash and $150,000 time-based RSUs |
| Clawback | Adopted Oct 2, 2023, compliant with SEC Rule 10D-1; recovery regardless of fault for restatements |
| Change-of-Control | Double-trigger required for payments under severance agreements |
| Tax Gross-Ups | No excise tax gross-ups (n.a. across scenarios) |
Termination economics as of 12/31/2024:
| Scenario | Cash Severance ($) | Prorated Target Bonus ($) | Medical/Dental ($) | Unvested Time-Based Equity ($) | Unvested PSUs ($) | Total ($) |
|---|---|---|---|---|---|---|
| For Cause / Resignation w/o Good Reason | — | — | — | 100% forfeited | 100% forfeited | — |
| Without Cause / Good Reason (no CoC) | 656,250 | 281,250 | 44,891 | 71,255 | — | 1,053,646 |
| Without Cause / Good Reason (post-CoC) | 656,250 | 281,250 | 44,891 | 175,730 | — | 1,158,121 |
| Death or Disability | — | 281,250 | 44,891 | 71,255 | — | 397,396 |
Investment Implications
- Compensation alignment: Fischer’s pay mix combines a modest fixed base (below peer medians pre-2025) with performance leverage via annual cash incentives tied largely to Hotel Adjusted EBITDA and Adjusted FFO/share and multi-year PSUs tied to relative TSR and hotel market share; 2024 payout at 141.9% reflected above-target financial and strategic performance, while the negative TSR cap tempered multi-year equity realization despite peer outperformance .
- Retention and selling pressure: New hire inducements plus severance economics (cash severance $656,250; prorated target bonus $281,250) and double-trigger provisions reduce departure risk; hedging and pledging prohibitions and footnoted disclosure that she has not sold any shares mitigate near-term selling pressure, though unvested RSU overhang (18,916 units) may create scheduled supply as vesting occurs .
- Governance safeguards: Clawback policy compliant with Rule 10D-1, prohibition on hedging/pledging, and absence of excise tax gross-ups and options issuance support shareholder-friendly practices; stock ownership guideline (3x salary, five-year window) strengthens alignment over time .
- Execution context: Legal leadership remit spans governance, capital markets, and transactions during a period of improved Hotel Adjusted EBITDA (+5.8%) and revenue growth (+5.1%), but under negative absolute TSR in 2024 and a capped PSU environment—placing emphasis on future TSR delivery to unlock LTI upside .
- Peer benchmarking and 2025 shift: DRH’s move to increase performance-based LTI to 60% with 100% relative TSR metric in 2025 raises sensitivity of equity outcomes to share performance; Fischer’s 2024 general counsel target pay ranked lowest vs peer set (7 of 7), with 2025 base increase to $425,000 intended to improve market alignment while maintaining incentive orientation .