William Shaw
About William J. Shaw
William J. Shaw, age 79, has served as an independent director of DiamondRock Hospitality since October 2016 and is the Audit Committee Chair. He is the former Vice Chairman (May 2009–March 2011) and President & Chief Operating Officer (1997–May 2009) of Marriott International, and previously served in financial and accounting roles including CFO; he joined Marriott in 1974. Shaw currently chairs the board of Marriott Vacations Worldwide, and serves on the boards of The Carlyle Group, the University of Notre Dame, and J.W. Marriott Family Enterprises; he previously served on the boards of Marriott International and three funds in the American Family of Mutual Funds .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Marriott International, Inc. | President & Chief Operating Officer | 1997–May 2009 | Senior operating leadership at global hospitality brand |
| Marriott International, Inc. | Vice Chairman | May 2009–March 2011 | Retired March 2011 |
| Marriott International, Inc. | Chief Financial Officer | Not disclosed | Prior service in financial/accounting roles including CFO |
| Marriott International, Inc. | Various roles | Since 1974 | Joined in 1974; extensive management experience |
External Roles
| Organization | Role | Start | End/Current | Committees/Impact |
|---|---|---|---|---|
| Marriott Vacations Worldwide Corporation | Director; Chairman of the Board | Director since Jul 2011 | Chairman since Nov 2011; current | Chair leadership at NYSE-listed timeshare company |
| The Carlyle Group, Inc. | Board of Directors | Not disclosed | Current | Board member at global investment firm |
| University of Notre Dame | Board of Trustees | Not disclosed | Current | Trustee of major academic institution |
| J.W. Marriott Family Enterprises | Board of Trustees | Not disclosed | Current | Trustee role |
| Marriott International, Inc. | Board of Directors | Prior | Not disclosed | Former public company board experience |
| American Family of Mutual Funds | Board of Trustees | Prior | Not disclosed | Former mutual fund trustee |
Board Governance
| Committee | Shaw’s Role | 2024 Meetings | Attendance Threshold |
|---|---|---|---|
| Audit Committee | Chair | 4 | Each member attended ≥75% of meetings |
| Nominating & Corporate Governance Committee | Member | 4 | Each member attended ≥75% of meetings |
| Compensation Committee | Member | 5 | Each member attended ≥75% of meetings |
- Independence: Board determined Shaw is independent under NYSE standards; all Audit Committee members are independent .
- Audit committee financial expert: Board determined Shaw (along with Hartmeier and Wardinski) qualifies as an “audit committee financial expert” under SEC rules .
- Board meetings/attendance: Board met 6 times in 2024; each director attended at least 75% of aggregate board and committee meetings; all directors attended the annual meeting .
- Executive sessions: Non-management directors meet in executive session after each regular board meeting; chaired by Lead Director Bruce D. Wardinski .
- Special committee: In 2024, Shaw served on a special committee (chaired by Wardinski) with Zalotrawala to manage the executive transition process .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board Retainer | $95,000 | Retainer-only cash; no per-meeting fees |
| Audit Committee Chair Retainer | $15,000 | Additional role-based cash retainer |
| Total Cash Fees Paid (2024) | $110,000 | Disclosed for Shaw |
| All Other Compensation (2024) | $0 | Reimbursement policy allows up to $15,000 per annum; none recorded for Shaw |
- Program design: Retainer-only cash; added retainers for Chairman, Lead Director, and committee chairs; significant portion in full‑value equity; annual grants based on fixed-value formula and vest immediately; 5x cash retainer stock ownership requirement; flexible voluntary deferral; 2024 Equity Plan caps non‑employee director compensation at $750,000 (except chair/vice chair) .
- Consultant: FW Cook reviewed non-employee director compensation; committee recommended no changes from 2023 to 2024 .
Performance Compensation
| Equity Component | Grant Date | Shares/Units | Grant-Date Fair Value (USD) | Vesting/Deferral | Performance Metrics |
|---|---|---|---|---|---|
| Annual equity award (unrestricted stock) | May 7, 2024 | 12,615 shares | $110,000 | Fully vested on grant; directors may elect DSU deferral; DSUs settle in lump sum 6 months after departing board | None; director equity is not performance-based |
- DSUs outstanding: Shaw had 0 deferred stock units outstanding as of December 31, 2024 .
- Equity plan discipline: 2024 Plan prohibits dividend/equivalents on unvested awards and forbids option/SAR repricing without shareholder approval .
Other Directorships & Interlocks
| Company/Institution | Relationship to DRH | Potential Interlock/Conflict | Disclosure |
|---|---|---|---|
| Marriott Vacations Worldwide Corporation | Industry adjacency (hospitality/timeshare) | Chair role may create broader industry ties; no related party transactions disclosed | No material related party transactions in 2024 |
| The Carlyle Group, Inc. | Asset management | Financial industry ties; no related party transactions disclosed | No material related party transactions in 2024 |
| University of Notre Dame; J.W. Marriott Family Enterprises | Non-profit/private | Non-commercial affiliations | Not applicable |
- Compensation committee interlocks: None; no member served as an officer/employee of DRH and no relationships requiring disclosure; no reciprocal interlocks with other issuers’ compensation committees in 2024 .
Expertise & Qualifications
- Extensive management leadership in global hospitality (President & COO; Vice Chairman; prior CFO at Marriott International) .
- Designated audit committee financial expert; deep accounting/finance experience supports audit oversight and internal control monitoring .
- Board’s skills matrix highlights relevant domains for directors broadly, including corporate governance, capital markets/finance, accounting/audit, lodging operations, and travel industry experience .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficially Owned Shares | 96,836 | As of Feb 28, 2025; less than 1% |
| Shares Outstanding (for % calc) | 208,775,305 | Includes unvested restricted stock; as of Feb 28, 2025 |
| Ownership % | 0.046% | Computed: 96,836 ÷ 208,775,305; proxy marks “<1%” |
| Deferred Stock Units Outstanding | 0 | No DSUs as of Dec 31, 2024 |
| Rights to Acquire within 60 Days | None | No director/executive has rights to acquire shares within 60 days per proxy footnote |
| Hedging/Pledging | Prohibited | Insider Trading Policy prohibits short sales, hedging, and pledging by directors |
| Ownership Guideline | 5× annual cash retainer | Director stock ownership requirement |
Director Election Results (Investor Support Signal)
| Metric | 2024 Annual Meeting | 2025 Annual Meeting |
|---|---|---|
| For | 186,034,435 | 177,380,096 |
| Against | 9,331,165 | 5,218,537 |
| Abstain | 16,920 | 11,520 |
| Broker Non-Votes | 1,594,952 | 4,209,466 |
Governance Assessment
- Board effectiveness: Shaw chairs the Audit Committee and serves on both Compensation and Nominating & Corporate Governance Committees; he participated in a special committee overseeing executive transition, indicating high engagement .
- Independence and expertise: Confirmed independent under NYSE standards; designated audit committee financial expert—strengthening investor confidence in financial oversight .
- Attendance: Board met 6 times; committees met 4–5 times; all directors attended the annual meeting; each director/committee member met at least the 75% attendance threshold .
- Pay structure & alignment: Balanced mix ($110k cash; $110k equity; immediate-vest shares) aligns with shareholders without meeting fees; 5× retainer ownership guideline and prohibitions on hedging/pledging support alignment and risk control .
- Investor support: Shaw was elected with substantial majorities in 2024 and 2025, as shown by the vote counts above .
- Conflicts/related parties: Company reported no material related party transactions in 2024; Compensation Committee reported no interlocks or insider participation concerns .
- RED FLAGS/Watch items: Multiple external commitments (e.g., Chair of Marriott Vacations; board role at The Carlyle Group) can create time demands; continued monitoring of attendance and committee workloads advisable. No pledging/hedging allowed by policy mitigates alignment risks; no meeting fees reduces incentives for per‑meeting participation over substantive oversight .