Timothy Chi
About Timothy R. Chi
Timothy R. Chi, age 48, has served as an independent director of DiamondRock Hospitality Company since 2015. He is the former CEO of The Knot Worldwide, Inc. (2019–Jan 2025) and currently serves as Vice Chair of its board; he co‑founded WeddingWire (2005) and Blackboard Inc. (IPO in 2004). He holds a B.S. in Operations Research/Industrial Engineering from Cornell University and an M.S. in Engineering Management from Tufts University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Knot Worldwide, Inc. | Chief Executive Officer | 2019–Jan 2025 | Led global marketplace; became CEO after XO Group/WeddingWire merger |
| The Knot Worldwide, Inc. | Vice Chair, Board of Directors | Current | Ongoing governance role |
| WeddingWire, Inc. | Co‑founder | 2005–2019 | Built events marketplace; merged with XO Group |
| Blackboard Inc. | Co‑founder; product/strategy leader | 1998–2004 | Key initiatives; company went public in 2004 |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| The Knot Worldwide, Inc. | Vice Chair, Board of Directors | Private (not disclosed as public) | Current role per proxy biography |
Board Governance
- Independence: Board determined Timothy Chi is independent under NYSE standards .
- Committee assignments (2024): Chair, Nominating & Corporate Governance; Member, Audit; Member, Compensation .
- Board meeting attendance: Board met 6 times in 2024; every director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Lead Independent Director: Bruce D. Wardinski; executive sessions of non‑management directors occur after each regular Board meeting .
- Audit Committee Report signatory: Timothy R. Chi is listed as an Audit Committee member on the 2024 report .
- Overboarding and governance updates: Numeric limits on directorships added to Corporate Governance Guidelines; all Board committee members are independent; majority voting standard in uncontested elections .
| Committee | Role | 2024 Meetings | Attendance Disclosure |
|---|---|---|---|
| Nominating & Corporate Governance | Chair | 4 | Each member attended ≥75% |
| Audit | Member | 4 | Each member attended ≥75% |
| Compensation | Member | 5 | Each member attended ≥75% |
| Board of Directors | Director | 6 | Each director attended ≥75%; all attended annual meeting |
Fixed Compensation (Director Compensation – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $95,000 | Standard non‑employee director cash retainer |
| Committee chair fee (Nominating & Corporate Governance) | $10,000 | Chair retainer |
| Total cash fees | $105,000 | Sum of retainer + chair fee |
| Fees earned or paid in cash (reported) | $105,000 | Per Director Compensation table |
| Perquisites used | $0 | “All Other Compensation” shows “—” for Chi; reimbursement policy exists up to $15,000 but not used |
Performance Compensation (Director Equity)
| Grant Date | Shares/Units | Grant‑Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| May 7, 2024 | 12,615 common shares | $110,000 | Fully vested upon grant; directors may elect DSUs; Chi had no outstanding DSUs at year‑end | None (directors receive full‑value equity; no performance conditions) |
- Program design: Significant portion in full‑value equity; immediate vesting to avoid entrenchment; meaningful ownership requirements (5× annual cash retainer) .
Other Directorships & Interlocks
- Compensation Committee interlocks: None for Chi or other Compensation Committee members in 2024; none of the members served as officers/employees of DiamondRock .
- Related party transactions: No material related‑party transactions in 2024 .
Expertise & Qualifications
- Skills matrix indicates Chi’s expertise includes Capital Markets & Finance, Compensation Policy, Corporate Governance, Corporate Management, Marketing & Sales, and Cybersecurity & IT .
- REIT/hotel operations expertise not flagged for Chi in the matrix (present for other directors) .
Equity Ownership
| Holder | Beneficially Owned Shares | Percent of Outstanding | DSUs Outstanding | Ownership Guideline Compliance |
|---|---|---|---|---|
| Timothy Chi | 107,566 | <1% (*) | None outstanding as of 12/31/2024 | As of 12/31/2024, all non‑employee directors met 2025 targets except Zalotrawala and Lepori; Chi meets/exceeds |
- Director ownership guideline: Required to hold stock equal to 5× annual cash retainer; expected within five years; restrictions on selling below target .
- Hedging/pledging: Company policy prohibits short sales, derivatives, and pledging for directors and executives .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay: 96% support of votes cast .
- 2025 annual meeting (April 29, 2025): Advisory NEO compensation approved; votes cast For 177,708,278; Against 4,876,556; Abstain 25,319; broker non‑votes 4,209,466 .
Governance Assessment
- Alignment: Independent director with strong technology and cyber expertise, chairs Nominating & Corporate Governance, and sits on Audit and Compensation—supports board effectiveness across governance, risk, and pay oversight .
- Engagement: ≥75% attendance thresholds met; full Board and all committees active in 2024; Audit Committee report signatory underscores involvement .
- Incentives: Director pay mix balanced—retainer‑only cash plus fully‑vested equity ($110,000) and strict stock ownership guidelines (5× retainer), which he meets; anti‑hedging/pledging enhances alignment .
- Investor confidence signals: High say‑on‑pay support (96% in 2024; strong support again in 2025), majority voting standard, proxy access, and updated overboarding limits bolster governance quality .
- Conflicts/Red flags: No related‑party transactions; no compensation committee interlocks; pledging/hedging prohibited. Immediate vesting of director equity is disclosed as intentional to avoid entrenchment—no performance conditions on director grants, but ownership policy mitigates risk .
Overall: Chi’s independence, committee leadership (Nominating & Corporate Governance), and targeted expertise in capital markets and cybersecurity contribute positively to board effectiveness. Strong ownership alignment and anti‑hedging/pledging policies, coupled with high say‑on‑pay support, indicate solid investor confidence and low governance risk .