Kathleen Merrill
About Kathleen A. Merrill
Retired technology executive in the travel industry; age 65; independent director of DiamondRock Hospitality Company since February 2019 (board tenure 6 years) . Former Chief Information Officer and Executive Advisor at Southwest Airlines (2017–Dec 2024) with prior VP roles in business transformation and strategic planning, and earlier technology leadership stints at American Airlines and Capital One Auto Finance; B.B.A. in Marketing from the University of North Texas . Core credentials include deep technology leadership, travel industry operating experience, and corporate management expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southwest Airlines | Chief Information Officer & Executive Advisor | 2017–Dec 2024 | Oversaw tech roadmap, 5-year strategic plan; optimized tech supply chain processes; mentored incoming CIO |
| Southwest Airlines | VP Business Transformation, Corporate Delivery & Technology | 2012–2017 | Led transformation and delivery across corporate tech functions |
| Southwest Airlines | VP Strategic Planning & Implementation | 2008–2012 | Directed strategic planning and implementation initiatives |
| American Airlines | Technology leadership roles | Pre-2004 | Early technology experience in airline operations |
| Capital One Auto Finance | Technology leadership roles | Pre-2004 | Early technology/operations roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed |
Board Governance
- Independence: Determined independent under NYSE standards; only CEO (Donnelly) is non-independent on the board .
- Committee memberships: Audit; Nominating & Corporate Governance; Compensation (not a chair) .
- Meeting attendance: Board met 6 times in 2024; all directors attended at least 75% of board and committee meetings; all attended the 2024 annual meeting .
- Lead Independent Director: Bruce D. Wardinski; executive sessions after each regular board meeting and as needed, chaired by the Lead Director .
- Overboarding: Governance Guidelines set numerical limits on outside directorships to prevent overboarding .
- Anti-hedging/pledging: Directors prohibited from short sales, derivative transactions, and pledging company stock .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual board cash retainer | $95,000 | Standard director retainer; no chair/lead premiums for Merrill |
| Equity grant (annual) | $110,000 | Issued May 7, 2024 as 12,615 fully vested shares (or DSUs if elected); grant-date value based on closing price |
| Perquisites/Reimbursements | $10,994 | Lodging/meals/hotel-related reimbursements; taxable and disclosed |
| Total 2024 director comp | $215,994 | Sum of cash, equity, and perquisites |
- Deferred stock units: Held 33,280 DSUs as of Dec 31, 2024 (settled six months after board service ends) .
Performance Compensation
- DiamondRock’s director equity is granted as fully vested shares or deferred stock units; no performance-metric-based director awards disclosed (no options; no PSU structures for directors) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee Interlocks | Compensation Committee comprised solely of independent directors; no interlocks or insider participation requiring disclosure |
| Related-party transactions | None material in 2024; conflicts policy and approval framework disclosed |
Expertise & Qualifications
- Technology and cybersecurity leadership; corporate management; marketing/sales; travel industry experience; corporate governance awareness, contributing to Audit, Compensation, and Nominating committees .
- Brings airline operations and technology transformation experience to lodging REIT oversight (risk management and IT/cyber discussions in Audit) .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (common) | 45,809 shares; <1% of shares outstanding | Per beneficial ownership table; DRH had 208,775,305 shares outstanding on Feb 28, 2025 |
| Deferred stock units | 33,280 DSUs | Not counted as “beneficially owned” until settled |
| Director stock ownership guideline | 5× annual cash retainer; 2025 calibration $8.85/share | All non-employee directors, including Merrill, meet/exceed guidelines; exceptions only for Zalotrawala and Lepori due to time to comply |
| Hedging/pledging | Prohibited | Insider Trading Policy forbids hedging and pledging |
Governance Assessment
- Strengths: Independent, multi-committee service (Audit/Nominating/Comp), consistent attendance, and adherence to robust stock ownership policy; director equity paid as full-value shares supports alignment with shareholders .
- Incentive alignment: Director pay mix emphasizes equity ($110k of $216k total), immediate vesting avoids entrenchment while ownership guidelines maintain “skin in the game” .
- Conflicts: No related-party transactions; no compensation committee interlocks; anti-hedging/pledging reduces misalignment risk .
- Board effectiveness signals: Active committee oversight (Audit met 4x; Comp 5x; Nominating 4x with 75%+ attendance); updated overboarding limits and majority-independent board reinforce governance quality .
- RED FLAGS: None disclosed specific to Merrill (no pledging, no related-party ties, no attendance issues) .