Stephanie Lepori
About Stephanie D. Lepori
Stephanie D. Lepori, age 54, was elected as an independent director of DiamondRock Hospitality Company (DRH) effective January 15, 2025. She is the Chief Administrative and Accounting Officer at Caesars Entertainment, Inc., with nearly three decades in gaming and hospitality, and is a Certified Public Accountant with a B.S. in Accounting (Magna Cum Laude, Phi Beta Kappa) from the University of Southern California .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caesars Entertainment, Inc. | Chief Administrative and Accounting Officer (overseeing HR, accounting, SEC/external reporting, payroll, budgeting, insurance; prior oversight of IT) | 2019–present; at Caesars since 1995 | Led financing transactions, large-scale acquisitions/divestitures; deep financial management and accounting oversight |
| Arthur Andersen LLP (Las Vegas) | Early career in public accounting | Pre-1995 | CPA foundation and audit training |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Renown Health (Northern Nevada) | Director; Chair, Audit & Compliance Committee | Current | Leads audit/compliance oversight for largest locally owned health network in Northern NV |
| Boys & Girls Club of America | Pacific Trustee | Beginning in 2025 | Governance and regional oversight |
| Truckee Meadows Boys & Girls Club | Community Board Member | Current | Community engagement |
| Non-profit boards (several) | Director/Trustee | Various | Civic and non-profit leadership |
Board Governance
- Independence: The Board determined Ms. Lepori is independent under NYSE standards and DRH’s independence criteria; all standing committee members are independent .
- Committee assignments: Current member of Audit, Compensation, and Nominating & Corporate Governance Committees; none of her roles are as chair (Audit chair: William J. Shaw; Compensation chair: Bruce D. Wardinski; Nominating chair: Timothy R. Chi) .
- Engagement: Board met 6 times in 2024; Audit met 4, Nominating met 4, Compensation met 5 (meeting cadence indicative of workload; Ms. Lepori joined in 2025) .
- Executive sessions: Non-management directors meet in executive session regularly; presided by Lead Director Bruce D. Wardinski .
- Overboarding policy: DRH updated its Corporate Governance Guidelines to set numerical limits on the number of directorships for directors and officers (policy monitored for compliance) .
- Reporting roles: Ms. Lepori is listed among signatories to the Compensation Committee Report and Audit Committee Report, reflecting active oversight participation .
Fixed Compensation
DRH non-employee director program (2024) — standard structure applied to directors; Ms. Lepori joined in 2025.
| Component | Amount/Value | Notes |
|---|---|---|
| Annual Board retainer (cash) | $95,000 | Retainer-only; no per-meeting fees |
| Additional retainers | $100,000 (Chairman); $25,000 (Lead Director); $15,000 (Comp Chair); $15,000 (Audit Chair); $10,000 (Nominating Chair) | Role-based pay; example totals disclosed by director |
| Equity grant (annual) | $110,000 fair value | Granted as fully-vested shares (or deferred stock units at director election) |
| Example 2024 grant | 12,615 shares or 12,615 DSUs per director (value $110,000; May 7, 2024) | DSU deferral available; Ms. Zalotrawala deferred in 2024 |
| Perquisites | Up to $15,000 reimbursement for lodging/meals/parking | Intended to encourage property visits; taxable to recipients |
| Policy caps | $750,000 annual compensation limit for non-employee directors (excl. chairman/vice chairman) | Under the 2024 Equity Incentive Plan |
| YoY changes | No change in annual director compensation 2023→2024 (per FW Cook study) | Independent consultant review; competitive set based |
Performance Compensation
Director equity program mechanics (2024) — structure reference for non-employee directors; Ms. Lepori’s 2025 grant details not disclosed in the proxy.
| Feature | Detail | Notes |
|---|---|---|
| Grant form | Fully vested common shares or DSUs | Annual fixed-value grant; alignment via full-value shares |
| Grant date example | May 7, 2024 | 12,615 shares or DSUs per director, value $110,000 |
| Vesting | Immediate for shares; DSUs settle 6 months after board departure | Prevent director entrenchment; deferral flexibility |
| Ownership guideline linkage | Directors must hold stock equal to 5× annual cash retainer; target uses average price $8.85 for 2025 | Compliance monitored; sale restrictions if below target |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Ms. Lepori; she is a senior executive at Caesars Entertainment, Inc., not disclosed as a director there |
| Governance interlocks | Compensation Committee interlocks: none; no insider participation by executives on DRH committees |
| Related party transactions | No material related party transactions in 2024; conflicts-of-interest policy governs disclosure and approvals |
Expertise & Qualifications
- CPA; deep accounting and financial management expertise; oversight of HR, accounting, SEC reporting, insurance placement, shared services; experience in IT oversight .
- Transactional experience across financing, acquisitions, divestitures, and real estate transactions in lodging/gaming .
- Board qualifications include accounting/auditing, corporate governance, REIT familiarity, compensation policy, corporate management, and travel industry knowledge (skills matrix) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (as of Feb 28, 2025) | — | No shares reported in Principal & Management Stockholders table for Ms. Lepori |
| Director ownership guideline | 5× annual cash retainer; target computed at $8.85 average price for 2025 | Directors must meet within 5 years; sales restricted if below target |
| Compliance status | Not yet required to be in compliance; additional time as a new director elected in 2025 | Policy explicitly notes Lepori’s timeline |
| Hedging/pledging | Prohibited for directors and executives; also prohibits short sales and options/derivatives | Insider Trading Policy |
Governance Assessment
- Strengths: Independent status; triple-committee membership (Audit, Compensation, Nominating) adds breadth; strong accounting and administrative pedigree supports audit oversight and compensation governance; firm-wide anti-hedging/anti-pledging policy and robust ownership guideline elevate alignment; say-on-pay support was strong at 96% in 2024, indicating investor confidence in DRH’s compensation governance .
- Watch items: As a new director (2025), beneficial ownership is not yet established; she has five years to meet the 5× retainer requirement. Given her senior full-time role at Caesars, monitor overboarding per DRH’s updated numerical limits and any potential business interactions; DRH reports no related-party transactions and confirmed independence, but ongoing oversight is prudent .