Tabassum Zalotrawala
About Tabassum S. Zalotrawala
Tabassum S. Zalotrawala, age 50, is an independent director of DiamondRock Hospitality (DRH) serving since May 2021. She is Senior Vice President and Chief Development Officer for McDonald’s USA, LLC (since April 2023), and previously served as Chief Development Officer at Chipotle (Sept 2018–Apr 2023); prior roles include senior development leadership positions at Panda Restaurant Group and Arby’s/Wendy’s/Triarc, with early-career experience in luxury hospitality design in Oman; she holds a B.F.A. in interior design and completed HBS’s Advanced Management Program . The Board has formally determined she is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chipotle Mexican Grill (NYSE: CMG) | Chief Development Officer | Sept 2018–Apr 2023 | Led real estate, design, portfolio development, digital revenue initiatives |
| Panda Restaurant Group | Chief Development Officer; VP Development | Over seven years | Oversaw real estate, architecture/design, facilities, sourcing, construction |
| Arby’s Restaurant Group; Wendy’s Arby’s Group; Triarc Companies | Various development leadership roles | Over ten years | Led multi-brand development functions |
| Luxury hospitality (Muscat, Oman) | Designer (palaces and mosques) | Early career | High-profile hospitality design expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McDonald’s USA, LLC | SVP & Chief Development Officer | Since Apr 2023 | Oversees real estate, construction, design, asset/portfolio mgmt |
| International Council of Shopping Centers (ICSC) | Board of Trustees member | Not disclosed | Industry governance contribution |
| Global Leadership Enhancement & Mentorship Network (GLEN) | Board member | Not disclosed | Non-profit engagement for underrepresented professionals |
| National Association of Corporate Directors (NACD) | Member; Pacific Southwest Chapter; NACD Board Leadership Fellow | Not disclosed | Governance credentials and training |
Board Governance
- Committee assignments: She serves on Audit, Nominating & Corporate Governance, and Compensation committees (not a chair) .
- Special committee: In 2024, she served on a special committee (chaired by Lead Director Bruce Wardinski, with William J. Shaw and Ms. Zalotrawala) to manage the executive transition .
- Independence: DRH determined she is independent under NYSE and company standards .
- Board and committee activity:
- Board met 6 times in 2024; each director attended at least 75% and all directors attended the annual meeting .
- Audit Committee met 4 times; each member attended at least 75% .
- Nominating & Corporate Governance Committee met 4 times; each member attended at least 75% .
- Executive sessions of non-management directors occur after each regularly scheduled Board meeting and are chaired by the Lead Director .
| Committee | Role | Chair | Meetings in 2024 | Attendance |
|---|---|---|---|---|
| Audit | Member | William J. Shaw | 4 | ≥75% (each member) |
| Nominating & Corporate Governance | Member | Timothy R. Chi | 4 | ≥75% (each member) |
| Compensation | Member | Bruce D. Wardinski | Not disclosed | ≥75% (Board-level standard) |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $95,000 | No per-meeting fees; retainer-only cash design |
| Chair/Lead Director fees | $0 | Not a chair/lead director; chair fees disclosed for others |
| All Other Compensation (reimbursements) | $7,466 | Taxable reimbursements under director hotel visit policy |
| Total Cash Fees Paid | $95,000 | 2024 cash total |
| Equity Grant (2024) | Grant Date | Type | Units/Shares | Grant-Date Fair Value | Vesting | Deferral Election |
|---|---|---|---|---|---|---|
| Annual director equity | May 7, 2024 | Deferred Stock Units (DSUs) | 12,615 | $110,000 | Fully-vested (unrestricted stock awards; DSUs settle 6 months post-service) | Elected to defer into DSUs |
Program design highlights: retainer-only cash; additional retainers for Chairman/Lead/committee chairs; significant portion of total comp in full-value equity with immediate vesting; $750,000 annual cap for non-employee directors under 2024 Equity Plan .
Performance Compensation
| Element | Status | Evidence |
|---|---|---|
| Target bonus % | None for directors | Retainer-only cash compensation; no per-meeting fees or bonus program referenced |
| PSUs (performance shares) | Not granted to directors | Director stock awards are “unrestricted stock awards” with grant-date fair value disclosed |
| Stock options | Not granted to directors | Director equity described as full-value shares/DSUs; no options for directors |
| Performance metrics tied to director pay | None disclosed | Program emphasizes alignment via full-value equity; immediate vesting (not performance-conditioned) |
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None disclosed in proxy biography |
| Prior public company boards | None disclosed |
| Compensation Committee interlocks | None; no relationships requiring disclosure; no insider participation |
| Related-party transactions (2024) | None material |
Expertise & Qualifications
- Board skills matrix shows her contributions in Corporate Management; Real Estate & Construction; Hotel Asset Management; Lodging Operations; Capital Markets & Finance; Compensation Policy; Corporate Governance; Accounting & Auditing; REIT; Cybersecurity & IT; Marketing & Sales; Travel Industry .
- Education: B.F.A. in interior design; HBS Advanced Management Program .
- Professional leadership: global brand design, real estate development, digital revenue initiatives .
Equity Ownership
| Holder | Beneficial Shares Owned (#) | Ownership % | Notes |
|---|---|---|---|
| Tabassum S. Zalotrawala | — | <1% (group table uses “*”) | DSUs not counted as beneficially owned for SEC purposes |
| Deferred Stock Units held (as of 12/31/2024) | 45,809 | — | DSUs settle in stock 6 months after board service ends |
- Director stock ownership policy: minimum holding equal to 5× annual cash retainer; 2025 per-share average price input is $8.85; directors have 5 years to comply .
- Compliance status: As of Dec 31, 2024, all non-employee directors meet/exceed 2025 target except Ms. Zalotrawala and Ms. Lepori, who have additional time to achieve compliance given 2021/2025 election dates .
- Hedging/short sales/pledging: Prohibited for directors and designated employees under Insider Trading Policy .
Approximate target computation (illustrative): 5 × $95,000 ÷ $8.85 ≈ ~53,675 share/DSU equivalents based on disclosed formula and inputs; Ms. Zalotrawala held 45,809 DSUs as of 12/31/2024 and remains within her 5-year compliance window .
Governance Assessment
- Strengths: Independent director; sits on all three key committees; participated in 2024 special committee overseeing executive transition—indicative of board trust and engagement . Strong sector-relevant experience across multi-unit development, real estate and operations; broad skill coverage in DRH skills matrix .
- Engagement: Board attendance standard met (≥75%); all directors attended the annual meeting; recurring executive sessions led by Lead Director .
- Alignment: Retainer-only cash with substantial full-value equity grants; DSU deferral election aligns long-term interests; robust ownership guideline (5× retainer) and trading prohibitions (no hedging/pledging) .
- Potential watchpoints: As of year-end 2024, she had not yet reached the 2025 ownership target but is within the 5-year window to come into compliance; beneficial ownership shows no common shares directly held (DSUs held), which may be scrutinized for near-term alignment but is explicitly permitted by policy timing .
- Conflicts/Related parties: No material related-party transactions; no compensation committee interlocks; no executives on key committees; no hedging/pledging allowed—low conflict risk profile .
Overall, governance signals are favorable: active committee participation (including special committee), independence, professional expertise aligned with DRH’s asset-intensive lodging REIT profile, and clear alignment mechanisms via equity grants and ownership policy; monitor progress to ownership target and ongoing attendance/committee activity as continuing indicators of engagement and alignment .