William McCarten
About William W. McCarten
William W. McCarten, age 76, is Chairman of the Board and an independent director of DiamondRock Hospitality (DRH), serving since the company’s formation in 2004; he co-founded DRH, was CEO from 2004–2008, then Executive Chairman until retiring in 2009 . He holds a B.S. in Accounting from the University of Virginia (McIntire School of Commerce, 1970) and began his career at Arthur Andersen (1970–1979) . The Board has formally determined his independence under NYSE listing standards; he ceased being a named executive officer effective January 1, 2010 and meets all objective and additional independence criteria .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DiamondRock Hospitality | Chief Executive Officer | 2004–2008 | Co-founder; led early strategic direction |
| DiamondRock Hospitality | Executive Chairman | 2008–2009 (retired Dec 2009) | Oversight of management transition |
| Marriott International Services Group | President | 2001–2003 | Led senior living and distribution businesses |
| HMSHost Corporation | Chief Executive Officer | 1995–2000 | Led NYSE-listed travel concessions business |
| HMSHost Corporation | Non-Executive Chairman | 2000–2001 | Governance oversight |
| Marriott Corp./Marriott International | Various executive roles | ~1979–2004 (25+ years) | Extensive lodging industry experience and network |
| Arthur Andersen & Co. | Accountant | 1970–1979 | Foundational audit/finance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Marriott Vacations Worldwide (NYSE: VAC) | Director | Current | Timeshare leader; industry adjacency to lodging REITs |
| Cracker Barrel Old Country Store (Nasdaq: CBRL) | Director | Retired Nov 2023 | Board service concluded in 2023 |
- Interlock note: At DRH, director William J. Shaw serves as Chairman of Marriott Vacations Worldwide; McCarten also serves on VAC’s board—indicating a network interlock with a fellow DRH director at VAC .
Board Governance
- Role: Chairman of the Board; DRH separates CEO and Chairman roles for focus and oversight; Chairman (McCarten) guides the CEO, presides over board meetings, and sets agendas with the Lead Director .
- Independence: Board determined McCarten is independent (NYSED standards), and all directors except the CEO are independent .
- Committees: McCarten is not listed on DRH’s Audit, Compensation, or Nominating & Corporate Governance committees; committee chairs are independent directors (Audit: William J. Shaw; Compensation: Bruce D. Wardinski; Nominating: Timothy R. Chi) .
- Attendance: Board met six times in 2024; each director attended ≥75% of board/committee meetings during service, and all directors attended the 2024 annual meeting .
- Executive sessions: Non-management directors meet in executive session after each regular board meeting; these are chaired by Lead Director Bruce D. Wardinski .
- Overboarding controls: Governance Guidelines include numeric limits; “no member serves on the boards of more than two public companies other than the Company” .
| Committee | Member? | Chair? |
|---|---|---|
| Audit | No (not listed among members) | No |
| Compensation | No (not listed among members) | No |
| Nominating & Corporate Governance | No (not listed among members) | No |
Fixed Compensation (Director)
| Component | Amount ($) | Detail |
|---|---|---|
| Annual Board Membership Retainer | 95,000 | Non-employee director cash retainer |
| Chairman Additional Retainer | 100,000 | Chairman of the Board premium |
| Total Cash Fees (2024) | 195,000 | Fees earned or paid in cash |
| Expenses/Perquisites | 6,916 | Reimbursement for lodging/meals under policy (taxable) |
Performance Compensation (Director)
| Grant Type | Grant Date | Quantity | Grant-Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Unrestricted Common Shares (annual director grant) | May 7, 2024 | 12,615 | 110,000 | Fully vested at grant | None (directors receive full-value equity; no performance conditions) |
- Directors may elect to defer annual equity into Deferred Stock Units (DSUs) settled in common shares six months after board service ends; DSUs vest consistent with director service but are not performance-based .
Other Directorships & Interlocks
| Company | Role | Interlock/Overlap | Governance Consideration |
|---|---|---|---|
| Marriott Vacations Worldwide (VAC) | Director | Overlap with DRH director William J. Shaw (VAC Chairman) | Information flow/network ties across lodging/timeshare ecosystem |
| Cracker Barrel (CBRL) | Former Director (retired Nov 2023) | None currently | Reduced potential conflict post-2023 |
Expertise & Qualifications
- Board skills: Real estate/construction; hotel asset management; lodging operations; capital markets & finance; compensation policy; corporate governance; accounting & auditing; REIT; corporate management; travel industry—each marked present for McCarten in the Board skills matrix .
- Education: B.S. in Accounting, UVA McIntire School of Commerce (1970); service on McIntire Advisory Board (1981–1996) .
- Industry experience: 25+ years with Marriott organizations; CEO and chair roles at HMSHost; President of Marriott Services Group .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 399,398 | Less than 1% of outstanding shares |
| Deferred Stock Units (DSUs) | 30,713 (as of 12/31/2024) | Excluded from “beneficial ownership” under SEC rules |
| Director ownership guideline | 5× annual cash retainer | Guideline measured using $8.85 avg price for first 10 trading days of 2025 |
| Compliance status | In compliance (holds shares in excess of 2025 target) | As of 12/31/2024 |
| Hedging/pledging | Prohibited by Insider Trading Policy | No pledging of Company securities allowed |
Governance Assessment
- Independence and role separation: McCarten is an independent director and Chairman; DRH maintains separation of Chairman and CEO with a Lead Independent Director structure, supporting board oversight and independence .
- Committee independence: All standing committees are fully independent; McCarten does not sit on Audit, Compensation, or Nominating committees—reducing the risk of undue influence from a long-tenured former executive on key oversight committees .
- Attendance and engagement: Board met six times in 2024; all directors met minimum attendance thresholds and attended the annual meeting (virtual) .
- Pay and alignment: 2024 director compensation for McCarten was primarily cash retainer plus a significant full-value equity grant that vests immediately (alignment with shareholders, no director entrenchment); meaningful stock ownership guideline at 5× retainer and compliance achieved .
- Conflicts/related party: DRH disclosed no material related-party transactions in 2024; Code of Ethics has conflict procedures; prohibition on hedging/pledging mitigates alignment risks .
- Network interlocks: Shared VAC board service with fellow DRH director William J. Shaw indicates industry network ties that may facilitate information flow; VAC (timeshare) is adjacent to lodging but not a direct supplier/customer to DRH’s hotel REIT model—monitor for any future transactions or overlapping advisory roles .
- Overboarding controls: Numeric limits implemented; no DRH board member serves on >2 outside public company boards beyond DRH—mitigating oversight bandwidth risks .
- Shareholder sentiment: 2024 say-on-pay approval at 96% suggests investor confidence in compensation governance processes; while focused on executives, it reflects broader governance effectiveness .
Director Compensation (Summary – 2024)
| Metric | Value ($) |
|---|---|
| Cash fees (Chairman + Board retainer) | 195,000 |
| Stock awards (grant-date fair value) | 110,000 |
| All other compensation (perqs) | 6,916 |
| Total | 311,916 |
Committee Assignments, Chair Roles, and Expertise
- Chairman of the Board (non-executive; independent) .
- Not a member of Audit, Compensation, or Nominating & Corporate Governance committees; committee chairs: Audit (Shaw), Compensation (Wardinski), Nominating (Chi) .
- Areas of expertise include governance, finance, auditing, REITs, and lodging operations per board skills matrix .
Independence Status, Attendance, and Engagement
- Independent director per NYSE and Board’s independence standards; ceased executive status in 2010 .
- Board met six times in 2024; directors met attendance thresholds and attended the annual meeting .
- Executive sessions held after each regular board meeting, chaired by Lead Director Wardinski .
Potential Conflicts or Related-Party Exposure
- No material related-party transactions reported in 2024 .
- Conflict-of-interest policy and procedures in Code of Ethics; Board-level conflict review protocol .
- Interlock with William J. Shaw via VAC board noted; monitor any transactions or advisory relationships between DRH and VAC; none disclosed in 2024 .
Director Stock Ownership Guidelines and Alignment
- Guideline: 5× annual cash retainer (measured using average price $8.85 for first 10 trading days of 2025); compliance achieved as of 12/31/2024 .
- Hedging and pledging prohibited for directors and executives .
Say-on-Pay & Shareholder Feedback
- 2024 advisory vote on executive compensation: 96% approval, indicating strong investor support for compensation governance .
RED FLAGS (monitoring points)
- Long tenure (21 years) and prior CEO/Executive Chairman status—Board confirms independence and lack of excessive advisory time; not on key oversight committees, which mitigates risk .
- Interlock with VAC (with another DRH director as VAC Chair)—no related-party transactions disclosed; monitor for future overlaps .
Overall, McCarten’s independence designation, role separation, committee independence, robust ownership alignment, and absence of related-party transactions support board effectiveness; interlocks and long tenure merit continued monitoring within DRH’s strengthened overboarding and conflicts framework .