Michael Hartmeier
About Michael A. Hartmeier
Independent director at DiamondRock Hospitality Company since October 2020; age 62. Former Group Head of Lodging, Gaming & Leisure Investment Banking at Lehman Brothers/Barclays (2000–2020) and prior Group Head of Gaming Investment Banking at Credit Suisse First Boston (1995–2000). MBA, Harvard Business School; BA in Economics-Business, UCLA; CPA (inactive); began career as an auditor at Price Waterhouse. Currently serves on the Board of Boyd Gaming Corporation; previously served on Full House Resorts’ board. The Board designates him an audit committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lehman Brothers / Barclays | Group Head, Lodging, Gaming & Leisure Investment Banking | 2000–2020 | Led strategic/financing advisory across lodging, brands, management companies, and REIT owners; extensive M&A advisory in lodging REIT sector |
| Credit Suisse First Boston | Group Head, Gaming Investment Group | 1995–2000 | Led gaming coverage and transactions |
| Price Waterhouse | Auditor | Early career (dates not specified) | Foundation in accounting; CPA (inactive) |
External Roles
| Organization | Role | Tenure | Notes/Committees |
|---|---|---|---|
| Boyd Gaming Corporation (NYSE: BYD) | Director | Current | Board service in gaming; committee details not disclosed in DRH proxy |
| Full House Resorts, Inc. (Nasdaq: FLL) | Director | Prior (dates not disclosed) | Former public company board service |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent under NYSE and DRH standards |
| Board Tenure | 5 years on DRH Board (as of 2024) |
| Lead Independent Director | Bruce D. Wardinski (not Hartmeier) |
| Committees | Audit; Compensation; Nominating & Corporate Governance (member on all three; not a chair) |
| Financial Expert | Determined to be an audit committee financial expert |
| Attendance | Board met 6 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting |
| Committee Activity | Audit met 4x; Compensation 5x; Nominating & Corporate Governance 4x in 2024; each member attended ≥75% |
| Overboarding Policy | DRH updated guidelines to cap directorships; no member serves on >2 public boards other than DRH |
Fixed Compensation (Director)
| Year | Cash Retainer ($) | Additional Chair/Lead Fees ($) | Total Cash ($) | Notes |
|---|---|---|---|---|
| 2024 | 95,000 | 0 (not a chair/lead) | 95,000 | DRH pays retainer-only cash; no meeting fees |
Performance Compensation (Director)
| Year | Equity Grant Type | Grant Date | Shares/Units (#) | Grant-Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|---|
| 2024 | Unrestricted common stock or DSUs (director election) | 2024-05-07 | 12,615 (per non-employee director) | 110,000 (per director) | Fully vested immediately; DSUs settle six months post-board exit if elected | Not applicable; director equity is full-value shares with no performance conditions |
DRH’s director equity is designed for alignment (meaningful ownership, immediate vesting to avoid entrenchment), not for pay-for-performance. Compensation consultant FW Cook benchmarks director pay; no change from 2023 to 2024.
Other Directorships & Interlocks
- Current public company boards: Boyd Gaming Corporation (BYD) .
- Prior public company boards: Full House Resorts (FLL) .
- Interlocks/conflicts: DRH discloses no material related-party transactions in 2024; compensation committee disclosed no interlocks or insider participation issues.
- Overboarding check: DRH policy limits directorships; Hartmeier’s known other board count is within policy parameters.
Expertise & Qualifications
- Capital markets and M&A expertise across lodging REITs; extensive transaction advisory experience benefiting DRH’s REIT structure.
- Accounting and audit background (CPA, former auditor), supporting audit committee responsibilities and “financial expert” designation.
- Board skills matrix: capital markets/finance, corporate governance, accounting/auditing, REIT experience—all marked for Hartmeier.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common) | 56,874 shares; <1% outstanding |
| Deferred Stock Units (DSUs) | 33,234 DSUs outstanding (not counted as “beneficially owned” for SEC purposes) |
| Ownership guidelines | Directors must hold ≥5x annual cash retainer (using $8.85 avg price for 2025 calculation); as of 12/31/2024, all non-employee directors except Zalotrawala and Lepori met/exceeded targets (Hartmeier meets) |
| Hedging/pledging | Prohibited for directors (anti-hedging, anti-pledging) |
Governance Assessment
- Committee effectiveness: Sits on Audit, Compensation, and Nominating & Governance; designated audit committee financial expert—reinforces oversight quality in financial reporting, pay design, and governance policy.
- Independence & engagement: Independent; attends ≥75% of Board/committee meetings; participates in executive sessions without management.
- Alignment: Strong ownership requirements; Hartmeier meets guidelines; director equity grants are full-value shares for alignment; hedging and pledging prohibited.
- Compensation structure: Balanced cash ($95k) and equity ($110k) mix with immediate vesting to avoid entrenchment; director program periodically benchmarked by independent consultant FW Cook.
- Conflicts & related parties: No material related-party transactions in 2024; robust conflicts policy and Maryland safe harbor procedures.
- Shareholder signals: 2024 say-on-pay support at 96%—strong investor confidence in DRH’s pay governance framework.
- RED FLAGS: None disclosed on pledging/hedging, related-party transactions, or attendance; overboarding mitigated by updated limits.