Bruce Wardinski
About Bruce D. Wardinski
Bruce D. Wardinski, age 64, is Lead Independent Director of DiamondRock Hospitality (DRH) and has served on the Board since January 2013. He is Founder, Chairman, and Chief Executive Officer of Playa Hotels & Resorts N.V. (Nasdaq: PLYA), and previously held senior roles including CEO of Barceló Crestline Corporation (2002–2010), Chairman/President/CEO of Crestline Capital Corporation (prior to its June 2002 acquisition), Chairman of Highland Hospitality Company (formed in 2003), and Senior Vice President & Treasurer at Host Hotels & Resorts, Inc. He graduated with honors from the University of Virginia and earned an MBA in Finance from The Wharton School. He also serves as Chairman of ServiceSource Foundation, a non-profit supporting people with disabilities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barceló Crestline Corporation (BCC) | Chief Executive Officer | Jun 2002–Dec 2010 | Led hospitality operator; post-merger integration after Crestline acquisition |
| Crestline Capital Corporation (NYSE: CLJ) | Chairman, President & CEO | Prior to Jun 2002 | Led public lodging company until acquisition by BCC |
| Highland Hospitality Company | Founder; Chairman of the Board | Formed 2003 | Established hospitality investment platform |
| Host Hotels & Resorts, Inc. (NYSE: HST) | SVP & Treasurer | Not disclosed | Capital markets and treasury leadership at leading lodging REIT |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Playa Hotels & Resorts N.V. (Nasdaq: PLYA) | Founder, Chairman & CEO | Current | Owns all-inclusive resorts in Mexico/Caribbean |
| ServiceSource Foundation | Chairman | Current | Non-profit advocacy for people with disabilities |
Board Governance
- Independence: The Board determined Wardinski is an independent director under NYSE listing standards and DRH’s independence criteria .
- Lead Independent Director duties: Presides over executive sessions, acts as liaison between independent directors and CEO, assists with governance guideline compliance and independent director coordination .
- Committee assignments (2024): Chair, Compensation Committee; Member, Audit Committee; Member, Nominating & Corporate Governance Committee; Chaired a special committee (executive transition) .
- Audit Committee Financial Expert: Board determined Wardinski qualifies as an “audit committee financial expert” under SEC rules .
- Attendance & engagement: Board met 6 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the annual meeting; executive sessions chaired by Wardinski .
- Committee meeting cadence: Audit Committee met 4 times; Nominating & Corporate Governance met 4 times; Compensation Committee met 5 times in 2024 .
Fixed Compensation
| 2024 Director Compensation (DRH) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer (Board membership) | 95,000 | Retainer-only model (no meeting fees) |
| Additional cash – Lead Director | 25,000 | Recognizes incremental responsibilities |
| Additional cash – Compensation Committee Chair | 15,000 | Committee chair fee |
| One-time cash (special committee chair, executive transition) | 35,000 | For additional work on CEO transition |
| Total cash fees paid | 170,000 | Sum of retainers and one-time payment |
| Stock awards (fully vested shares) | 110,000 | Grant on May 7, 2024 of 12,615 shares; fair value $110,000 based on closing price |
| All other compensation | — | No hotel reimbursements disclosed for Wardinski |
| Total 2024 director compensation | 280,000 | Cash + stock awards |
Additional details:
- Equity grant mechanics: Annual grant of fully-vested common shares; directors may elect to defer into DSUs; 2024 grant was 12,615 shares or 12,615 DSUs valued at $110,000 on May 7, 2024; Wardinski did not have outstanding deferred stock awards as of Dec 31, 2024 .
- Program guardrails: 5x annual cash retainer stock ownership requirement for directors; $750,000 annual compensation cap for non-employee directors (except chair/vice chair) under the 2024 Equity Plan .
Performance Compensation
- DRH uses fixed-value, full-vesting equity grants for directors; no performance-based metrics (e.g., TSR, EBITDA) or options in the director program are disclosed; compensation is structured as retainer-only cash plus full-value equity with immediate vesting to avoid entrenchment .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Consideration |
|---|---|---|
| Playa Hotels & Resorts N.V. (PLYA) | Chairman & CEO | Same sector (lodging) but DRH disclosed no material related-party transactions in 2024; Compensation Committee interlocks/insider participation: none . |
- Related party transactions: DRH disclosed no material related party transactions in 2024 .
- Compensation Committee interlocks: None; DRH executives did not serve on boards/comp committees that included DRH directors in 2024 .
Expertise & Qualifications
- Board-identified skills include Real Estate & Construction, Hotel Asset Management, Lodging Operations, Capital Markets & Finance, Compensation Policy, Corporate Governance, Accounting & Auditing, REIT, Corporate Management, and Travel Industry .
- Audit Committee Financial Expert designation under SEC rules .
- Education: University of Virginia (honors); Wharton MBA in Finance .
- Hospitality industry leadership across private and public companies .
Equity Ownership
| Metric | Value | As-of | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 122,980 | Feb 28, 2025 | <1% of shares outstanding |
| Ownership % of outstanding | <1% | Feb 28, 2025 | Based on 208,775,305 shares outstanding |
| Deferred stock units outstanding | None | Dec 31, 2024 | No DSUs as of year-end |
| Director ownership guideline | 5x annual cash retainer | 2025 | Average price $8.85 used for 2025 target |
| Guideline compliance | Above target | Dec 31, 2024 | All non-employee directors except two newer directors met/exceeded targets |
| Hedging/pledging | Prohibited | Policy | Prohibits short sales, derivatives, and pledging of Company securities |
Governance Assessment
- Strengths: Lead Independent Director with clear responsibilities; independent under NYSE rules; Audit Committee Financial Expert; broad hospitality/REIT capital markets expertise; strong committee attendance; retainer-based cash plus full-value equity aligns with shareholders; robust ownership guidelines; hedging/pledging prohibited; no 2024 related-party transactions; independent compensation consultant (FW Cook) with no conflicts .
- Potential risks/monitoring items: External CEO/Chairman role at PLYA may present time-commitment or sector-overlap considerations; monitor for any future transactions between DRH and PLYA; one-time $35,000 payment for special committee work appears reasonable for executive transition but merits ongoing tracking of incremental director payments .
- Board processes: Executive sessions after each regular Board meeting and chaired by Wardinski support independent oversight; committee structures fully independent; meeting cadence and attendance indicate engagement .