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1.	To elect eight directors nominated by our Board of Directors, each to serve until the next annual meeting of our stockholders and until their respective successors are duly elected and qualify;

2.	To consider and vote upon the approval of a non-binding, advisory resolution on executive compensation;

3.	To consider and vote upon the ratification of the appointment of KPMG LLP as independent auditors of DiamondRock Hospitality Company to serve for 2018; and

4.	To consider and act upon any other matters that may properly come before the annual meeting and at any postponement or adjournment thereof.

•	Use the toll-free telephone number shown on your proxy card (this call is toll-free if made in the United States or Canada);

•	Go to the website address shown on your proxy card and authorize a proxy via the Internet; or

•	Mark, sign, date and promptly return the enclosed proxy card in the postage-paid envelope.

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Vote by Telephone. You may authorize a proxy to vote your shares by telephone by calling the toll-free number listed on the accompanying proxy card. Authorizing a proxy by telephone is available 24 hours per day until 11:59 p.m., Eastern Time, on May 1, 2018. When you call, please have your proxy card in hand, and you will receive a series of voice instructions that will allow you to authorize a proxy to vote your shares of common stock. You will be given the opportunity to confirm that your instructions have been properly recorded. IF YOU AUTHORIZE A PROXY BY TELEPHONE, YOU DO NOT NEED TO RETURN YOUR PROXY CARD.

•

Vote by Internet. You also have the option to authorize a proxy to vote your shares via the Internet. The website for authorizing a proxy is printed on your proxy card. Authorizing a proxy by Internet is available 24 hours per day until 11:59 p.m., Eastern Time, on May 1, 2018. As with telephone voting, you will be given the opportunity to confirm that your instructions have been properly recorded. IF YOU AUTHORIZE A PROXY VIA THE INTERNET, YOU DO NOT NEED TO RETURN YOUR PROXY CARD.

•	Vote by Mail. If you would like to authorize a proxy to vote your shares by mail, mark, sign and date your proxy card and return in the postage-paid envelope provided.

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•	In November 2017, our Board of Directors adopted an amendment to the Company’s Fourth Amended and Restated Bylaws (the “Bylaws”) to include proxy access provisions. The significant components of the proxy access Bylaw provisions include:

–	Stockholders or a group of stockholders who have held at least 3% of stock for at least the prior 3 years are entitled to include director nominees in the Company's proxy materials for annual meetings of its stockholders.

–	The number of stockholders that can make up a group is limited to 20.

–	The maximum number of board seats which can be filled by exercising proxy access cannot exceed the greater of (i) 20% of the number of directors then in office, or (ii) two.

•

In November 2017, our Board of Directors also approved an amendment to the Bylaws to include exclusive forum provisions, which require that certain claims against the Company be brought in the Circuit Court for Baltimore City, Maryland, Business and Technology Case Management Program or, if that court does not have jurisdiction, the United States District court for the District of Maryland, Baltimore Division.

•

Our Bylaws provide that a majority of all votes cast at a meeting for the election of directors at which a quorum is presented is necessary for the election of a director in an uncontested election. In 2017, we amended the Company's Corporate Governance Guidelines such that if a nominee who is already serving as a director is not elected pursuant to this standard, the director must tender his or her resignation to the Board, and the Nominating and Corporate Governance Committee will make a recommendation to the Board on whether to accept or reject the recommendation or take other action. In a contested election of directors, directors will be elected by a plurality of the shares represented in person or by proxy and entitled to vote on the election of directors.

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•	All of the members of our Board of Directors are elected annually;

•	We have opted out of a provision of the Maryland Unsolicited Takeover Act, the effect of which is that the Company is prohibited, without the approval of stockholders, from classifying our Board of Directors. We may only opt back into such provisions with the affirmative vote of a majority of votes cast by stockholders.

•	All of the members of our Board of Directors, except for our President and Chief Executive Officer, are independent of the Company and its management under the listing standards adopted by the NYSE;

•	All members of the three standing committees of our Board of Directors (Audit, Compensation and Nominating and Corporate Governance) are independent of the Company and its management under the listing standards adopted by the NYSE; and

•	The independent members of our Board of Directors, as well as each of our Committees, meet regularly without the presence of management.

•	We do not have a stockholder rights plan (i.e., “poison pill”); and

•

We have opted out of the Maryland business combination and control share acquisition statutes and we may only opt back into such statutes with the affirmative vote of at least a majority of votes cast by stockholders entitled to vote generally for directors and the affirmative vote of a majority of continuing directors, meaning the initial directors and the directors whose nomination for election by the stockholders or whose election by the directors to fill vacancies is approved by a majority of continuing directors then serving as directors of the Company.

•	We have adopted policies prohibiting the sale of our common stock by:

•	each non-executive member of our Board of Directors unless he or she owns a minimum amount of stock of the Company with a value of five times his or her annual fee for Board membership (excluding additional retainers for serving as non-executive Chairman, Lead Director or Committee Chair); and

•	our Chief Executive Officer and his four direct reports unless he or she owns stock of the Company with a value of four or three times his or her base salary, respectively.

•	We have adopted a policy pursuant to which the Company would seek to recoup any incentive cash compensation paid to an executive based upon financial results that are later restated, and would have resulted in a lower incentive cash compensation award, where the executive engaged in fraud, intentional misconduct or illegal behavior in connection with the financial results that were restated.

•	We have adopted policies pursuant to which members of our Board of Directors, each named executive officer and certain other executives are prohibited from:

•	selling any securities of the Company that are not owned at the time of the sale ("short sale");

•	purchasing or selling puts, calls or other derivative securities of the Company at any time; and

•	pledging Company securities as collateral for a loan.

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•	the director was employed by the Company (except on an interim basis);

•	an immediate family member of the director was an officer of the Company;

•

the director or an immediate family member is a current partner of a firm that is our internal or external auditor; the director is a current employee of such a firm; the director has an immediate family member who is a current employee of such a firm and who participates in the firm’s audit, assurance or tax compliance (but not tax planning) practice; or the director or an immediate family member was within the last three years (but is no longer) a partner or employee of such a firm and personally worked on our audit within that time;

•	the director or an immediate family member of the director was employed by a company when a present officer of the Company sat on that company’s compensation committee;

•	the director or an immediate family member received, during any 12-month period, more than $120,000 in compensation from the Company, other than director or committee fees or deferred compensation; or

•	the director was an employee, or an immediate family member was an executive officer, of a company that made payments to or received payments from the Company for property or services which exceeded the greater of $1 million or 2% of that company’s consolidated gross revenue over one fiscal year.

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•	the name and address of record of the stockholder;

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•	a representation that the stockholder is a record holder of our securities or, if the stockholder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

•	the name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the preceding five full fiscal years of the proposed director candidate;

•	a description of the qualifications and background of the proposed director candidate which addresses the minimum qualifications and other criteria for Board of Directors membership as approved by our Board of Directors from time to time and set forth in the Nominating and Corporate Governance Committee charter;

•	a description of all arrangements or understandings between the stockholder and the proposed director candidate;

•	the consent of the proposed director candidate (1) to be named in the proxy statement relating to our annual meeting of stockholders and (2) to serve as a director if elected at such annual meeting; and

•	any other information regarding the proposed director candidate that is required to be included in a proxy statement filed pursuant to the rules of the SEC.

•	have owned shares of common stock equal to at least 3% of the aggregate of the issued and outstanding shares of common stock of the Company continuously for at least the prior three years;

•	represent that such shares were acquired in the ordinary course of business and not with the intent to change or influence control at the Company and that such stockholder or group does not presently have such intent; and

•

provide a notice requesting the inclusion of director nominees in the Company’s proxy materials and provide other required information to the Company not earlier than 150 days nor later than 120 days prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting of stockholders (with adjustments if the date for the upcoming annual meeting of stockholders is advanced or delayed by more than 30 days from the anniversary date of the prior year’s annual meeting).

•	have the highest personal and professional integrity;

•	have demonstrated exceptional ability and judgment; and

•	be most effective, in conjunction with the other nominees to our Board of Directors, in collectively serving the long-term interests of our stockholders.

•	a majority of our Board of Directors will be “independent” as defined by the NYSE Corporate Governance Rules;

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•	each of our Audit, Compensation and Nominating and Corporate Governance Committees will be comprised entirely of independent directors; and

•	at least one member of our Audit Committee will have such experience, education and other qualifications necessary to qualify as an “audit committee financial expert” as defined by the rules of the SEC.

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•	the fact of the common directorship or interest is disclosed or known to the board of directors or a committee of the board of directors, and the board of directors or that committee authorizes, approves or ratifies the contract or transaction by the affirmative vote of a majority of the disinterested directors, even if the disinterested directors constitute less than a quorum;

•	the fact of the common directorship or interest is disclosed to stockholders entitled to vote on the contract or transaction, and the contract or transaction is authorized, approved or ratified by a majority of the votes

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•	the contract or transaction is fair and reasonable to the corporation.

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(1)	Mr. Brugger is not included in this table because he was an employee of the Company in 2017 and thus received no separate compensation for service as a director.

(2)

The amounts set forth in this column represent the grant-date fair value of unrestricted stock awards to our non-employee directors. Each non-employee director was granted 7,820 fully vested shares of common stock on May 10, 2017, except Directors who deferred the receipt of the annual unrestricted stock award. All such shares had a market value of $85,000 on the grant date, based on the closing price for shares of our common stock on the NYSE on such day.

(3)	All other compensation represents reimbursement for lodging, meals, parking and certain other expenses at one of our hotels or other hotels or resorts.

•	Retainer-only cash compensation with no fees for attending meetings that is an expected part of board service.

•	Additional retainers for special roles such as Board Chair, Lead Director and committee chairs to recognize their incremental time and effort.

•	Significant portion of total compensation in full-value equity shares, for alignment with shareholders, where annual grants are based on a competitive fixed-value formula and immediate vesting to avoid director entrenchment.

•	Meaningful stock ownership requirements of five times the annual cash retainer.

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•	Flexible voluntary deferral provisions and no material benefits or perquisites.

•	Our 2016 Equity Incentive Plan, approved by shareholders at the 2016 annual meeting, includes a $500,000 annual compensation limit on all forms of compensation for non-employee directors other than the chairman and vice chairman of our Board of Directors.

(1)	The additional annual retainer for our lead director is $20,000 and the additional annual retainer for our Audit Committee Chairperson is $15,000.

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(1)	As previously announced, Mr. Mahoney will depart the Company on March 31, 2018.

(2)	Mr. Healy's employment commenced on January 16, 2017.

•	to be straightforward, transparent and market-based;

•	to create proper incentives for our executive team to achieve corporate and individual performance objectives and maximize long-term stockholder value; and

•	to comply with sound corporate governance practices.

•	Achieved 2.5% growth in revenue per available room (RevPAR) growth for the full year, which was among the highest growth in the lodging REIT peer group.

•	Continued rigorous cost controls through asset management initiatives, which resulted in comparable hotel expense growth of only 2.8% in 2017.

•	Improved portfolio quality by acquiring the L’Auberge de Sedona and Orchards Inn Sedona for approximately $100 million.

•	Invested approximately $100 million into our portfolio during 2017, which included six significant renovation projects.

•	Improved our debt maturity schedule by entering into a new five-year $200 million term loan and using the proceeds to pay off a mortgage loan maturing in 2017.

•	Ended 2017 with approximately $184 million of unrestricted corporate cash and investment capacity of over $350 million.

•	Ended 2017 with a weighted average borrowing cost of 3.8%, a weighted average maturity of approximately six years and 20 of our 28 hotels unencumbered by mortgage debt.

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*	Other NEOs include Messrs. Furbay, Healy, Mahoney and Tennis.

•	Source: SEC filings and S&P Capital IQ.

•	Three-year data were unavailable for Park Hotels & Resorts, which spun off from Hilton Worldwide in 2017.

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•

Realizable pay is the sum of (1) earned salary, bonus and non-equity incentive plan compensation, pension accruals, and all other compensation as reported in the Summary Compensation Table of each company’s annual proxy statements; (2) gains from stock option exercises, vested restricted stock, and earned performance shares for grants made in 2014-2016; and (3) in-the-money value of outstanding unexercised stock options, restricted stock, and performance shares for grants made in 2014-2016, including dividends/dividend equivalents. Performance shares for the peer companies are valued at actual payout for completed cycles, and target for cycles in progress. All outstanding equity awards are valued as of each company’s 12/31/16 fiscal year end stock price. For the Company, realizable pay is based on 2014 and 2015 performance shares paying out at 0% and 51.8% of target, respectively, and 2016 performance shares tracking at 71.1% of target as of December 31, 2017.

•	Our executives’ total compensation opportunity is primarily based on performance, awarded through our annual and long-term incentive compensation programs.

•	No guarantees of minimum cash incentive payments are provided.

•	Our Chief Executive Officer receives more than 60% and, on average, other named executive officers receive more than half of total compensation in the form of long-term equity incentives.

•	One half of the long-term equity incentives are tied to the achievement of multi-year performance goals.

•	No dividends are paid on unvested stock awards unless and until the awards actually vest.

•	Any change in control payments under severance agreements are subject to a "double-trigger."

•	Named executive officers are required to accumulate and hold a meaningful amount of stock.

•	No perquisites are provided to named executive officers that are not otherwise provided to all employees, except executive officers and certain senior-level employees may participate in our deferred compensation plan. There is no Company match in effect under our deferred compensation plan. In his capacity as a member of our Board

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•	Our Compensation Committee retains and meets regularly with an independent compensation consultant who advises on executive and director compensation.

•	Our Compensation Committee regularly reviews the Company’s incentive compensation plans to ensure they are designed to create and maintain stockholder value and do not encourage excessive risk.

•	Clawback policy is in effect to recover amounts inappropriately paid in the event of a restatement of our financial statements.

•	Anti-hedging policy is in effect to prohibit short sales and the purchase or sale of puts, calls or other derivative securities of the Company.

•	Pledging of Company securities is prohibited.

•	Our programs are designed to be financially efficient from tax, accounting, cash flow and share dilution perspectives.

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(1)	Certain of the companies included in the lodging REIT competitive set do not publicly report compensation for a Chief Operating Officer, Chief Investment Officer or General Counsel.

1.	base salary;

2.	cash incentive compensation program;

3.	long-term incentive compensation; and

4.	benefits and limited perquisites.

1.	Base Salary

(1)	Mr. Healy joined the Company as Executive Vice President, Asset Management and Chief Operating Officer effective January 16, 2017.

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2.	Cash Incentive Compensation Program

(1)

We compute the AFFO component of the cash incentive program by adjusting Funds From Operations (or FFO), which we calculate in accordance with the standards established by NAREIT, for certain non-cash items. Refer to “Non-GAAP Financial Measures” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2017. In addition, the AFFO per share target excludes the income tax provision and corporate bonus expense.

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•	Achieve budgeted cost controls with total hotel expense growth under 2.5%;

•	Focus on asset management and operational readiness at certain focus hotels:

◦	Lexington: Resolve brand issue, union buyout and retail leases;

◦	Frenchman’s Reef: Develop a master plan, resolve Marriott resort fee issue;

◦	Vail Marriott: Assess branding options, finalize capital plan and complete model room; and

◦	Courtyard Midtown East: Convert to franchise and ensure smooth union conversion.

•	Establish best-in-class capital expenditure program and execute plans;

•	Carefully allocate existing capacity between acquisitions and share repurchases;

•	Address the near term maturity of the mortgage loan secured by the Lexington Hotel; and

•	Refine top markets list for future investment

•

Mr. Brugger’s objectives primarily involved providing leadership in achieving the Company’s 2017 objectives, implementing the strategic plan for the Company for 2017 in a manner that maximized stockholder value, establishing clear objectives for senior management to align the individual and Company objectives, ensuring the right resources are in place to accomplish the Company's top priorities, focusing the asset management team on maximizing operational results at our hotels, successfully integrating the new COO into the Company, explore strategic alternatives as they emerge, participating in investor meetings throughout the year and taking affirmative steps to create a leading workplace environment.

•

Mr. Mahoney’s objectives primarily involved working together with the CEO to implement the Company's strategic plan for 2017, recommending and implementing a plan for repaying the $170.4 million mortgage on the Lexington, positioning the Company to be able to issue equity and evaluating opportunities to repurchase stock, leading the development of the capital expenditure function, providing critical evaluation of potential acquisition targets, focusing on investor relations and communicating the Company’s strategy to investors and overseeing post-audit reviews of certain projects.

•	Mr. Healy’s objectives primarily involved maintaining total expense growth below 2.5%, establishing a revised capital expenditure program, assisting the development of a master plan for Frenchman’s Reef,

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Mr. Furbay’s objectives primarily involved refining the Company's investment strategy by selecting top markets for acquisitions, identifying and closing on approximately $100 million of acquisitions that meet Company metrics, carefully reviewing opportunity to sell non-core hotels, working with the CEO and CFO to evaluate strategic combinations, and gaining exposure to the investment and analyst community.

•

Mr. Tennis' objectives primarily involved partnering with the COO, CFO and CIO on hotel dispositions, financings, share repurchases and implementation of the capital expenditure program at specific hotels, resolving certain legal proceedings and labor matters, implementing a cyber security insurance program, recommending reorganization of the Lexington labor structure, facilitating the conversion of Courtyard Midtown East to a franchise structure and providing recommendations on certain corporate governance issues.

•	RevPAR Growth Exceeding Original Guidance: The Company provided original RevPAR guidance of -1 to +1% RevPAR growth. The executive team was able to drive actual RevPAR growth for the portfolio to 2.5%, which exceeded the high end of original guidance by 150 basis points.

•	Profits: The original guidance for Adjusted EBITDA was $231 million to $244 million. The Company delivered Adjusted EBITDA of $250.0 million, above the top end of original guidance.

•

Natural Disaster Response: Hurricanes Irma and Maria and the wildfires in Northern California impacted 5 of our 28 hotels during 2017. The Sheraton Suites Key West, Westin Fort Lauderdale and The Lodge at Sonoma all were temporarily closed, but sustained minimal physical damage. Frenchman’s Reef and Inn at Key West remain closed as a result of significant damage. Since the events, the executives assembled leading experts to document the damage and initiate the process to pursue the full and appropriate insurance claims related to the lost profits and property damage.

•	Cost Control: Total hotel expenses grew 2.8% for the full year, modestly above the 2.5% goal as tight cost controls through the third quarter were challenged by unique factors in the fourth quarter.

•	Acquisitions: The Company acquired the L’Auberge de Sedona and Orchards Inn Sedona for approximately $97 million. These hotels generated combined RevPAR of 19.3% and Hotel Adjusted EBITDA margin growth of 382 basis points during the Company's ownership period in 2017. The combined hotels outperformed the Company’s underwriting by $1.2 million in 2017.

•	Financing Activity: The Company entered into a new $200 million, five-year term loan and paid off its only 2017 maturity, the $170.4 million mortgage secured by the Lexington Hotel. This activity lowered the Company’s weighted average interest rate on its outstanding debt and extended its maturity schedule.

•	Capital Expenditures: The Company successfully executed several significant renovation projects during 2017 and invested approximately $100 million into its portfolio. The significant projects included:

◦	Chicago Marriott Downtown: The Company completed the third phase of its multi-year, $110 million renovation, which included the upgrade renovation of approximately 340 guest rooms.

◦	The Gwen Chicago: The Company completed the $27 million rebranding renovation of the hotel, including a complete renovation of its 311 guest rooms in April 2017.

◦	Worthington Renaissance: The Company completed the renovation of the hotel's 504 guest rooms in January 2017.

◦	Charleston Renaissance: The Company completed the renovation of the hotel's 166 guest rooms and lobby in February 2017.

◦	The Lodge at Sonoma: The Company completed the renovation of the hotel's 182 guest rooms in April 2017.

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3.	Long-Term Incentive Compensation

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*	The number of PSUs earned is linearly interpolated for performance between the 30th and 50th percentile and for performance between the 50th and 75th percentile.

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*	The number of PSUs earned is linearly interpolated for performance between 30% and 50% and for performance between 50% and 75%.

4.	Perquisites and other benefits

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(1)	Mr. Healy's employment with the Company commenced on January 16, 2017. The amounts in the table above represent compensation Mr. Healy received during his employment.

(2)

The amounts reported under this column include time-based restricted stock awards and performance-based stock awards (PSUs), which are described above under the heading "3. Long-Term Incentive Compensation." The assumptions used in determining the grant date fair values of the equity awards are set forth in Note 7 to our consolidated financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2017. The table above shows the grant date fair value of the PSUs based on probable outcome. The value of the PSUs is dependent on the Company's performance over a three-year period and there is no assurance that the awards will be earned. The maximum dollar value of the PSUs granted in 2017 are as follows: Mr. Brugger - $2,062,500, Mr. Mahoney - $862,500, Mr. Healy - $450,000 Mr. Furbay - $618,750 and Mr. Tennis - $412,500.

(3)

All other compensation represents the employer 401(k) match, health insurance premiums, life insurance premiums and reimbursement of certain compensatory payments to our executive officers and, for Mr. Brugger who is also a director, reimbursement for lodging, meals and certain other expenses at hotels either owned by us or other hotels. The following chart sets forth the perquisites and all other benefits received by our executive officers during 2017. The components of all other compensation for 2015 and 2016 for each of the executives were reported in our 2016 and 2017 proxy statements, respectively.

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(1)

At a compensation committee meeting held on February 20, 2018, we awarded each of our named executive officers, pursuant to the 2017 cash incentive compensation program, the following amounts: Mr. Brugger — $1,260,338; Mr. Mahoney — $472,500; Mr. Healy — $444,452; Mr. Furbay — $447,300 and Mr. Tennis — $421,300. These amounts are reported as “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table.

(2)	Represents PSU awards. See “3. Long-Term Incentive Compensation” above for a description of the PSU awards.

(3)	Represents restricted stock awards, which vest in three annual installments beginning February 27, 2018.

(4)	Represents the grant date fair value of the PSU awards as determined in accordance with FASB ASC Topic 718.

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(1)	Represents Stock Appreciation Rights issued in 2008, which are fully vested and expire on March 4, 2018.

(2)	Based on the closing price of our common stock on December 29, 2017, which was $11.29.

(3)	Represents PSU awards, which are described at “3. Long-Term Incentive Compensation” above. The number of units assumes the performance period ended on December 31, 2017 and the executive earned 51.75% of target for the 2015 PSU awards, 71.1% of target for the 2016 PSU awards, and 82.5% of target for the 2017 PSU awards.

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(a)	Mr. Mahoney will separate from the Company on March 31, 2018 and his unvested restricted stock awards will vest on his separation date.

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(1)	The number of shares acquired and the value of those shares do not reflect the withholding of shares to satisfy federal and state income tax withholdings.

(2)	No shares were issued upon the vesting of the PSUs granted in 2014.

(1)	Reflects the deferral of base salary, annual cash incentive compensation and/or long-term equity incentive compensation received in 2017 under the deferred compensation plan. Such amounts are reflected in the Summary Compensation Table.

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(1)

“Cause” shall mean a determination by our Board of Directors in good faith that any of the following events have occurred: (i) indictment of the executive of, or the conviction or entry of a plea of guilty or nolo contendere by the executive to, any felony or misdemeanor involving moral turpitude (and in the case of Mr. Tennis, failure to be admissible as a member of the bar of any state); (ii) the executive engaging in conduct which constitutes a material breach of a fiduciary duty or duty of loyalty, including without limitation, misappropriation of our funds or property other than the occasional, customary and de minimis use of our property for personal purposes; (iii) the executive’s willful failure or gross negligence in the performance of his assigned duties, which failure or gross negligence continues for more than

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(2)

“Good Reason” for termination shall mean the occurrence of one of the following events, without the executive’s prior written consent: (i) a material diminution in the executive’s duties or responsibilities or any material demotion from the executive’s current position with us, including, without limitation: (A) if the executive is the Chief Executive Officer (or CEO), either discontinuing his direct reporting to our Board of Directors or a committee thereof or discontinuing the direct reporting to the CEO by each of the senior executives responsible for finance, legal, acquisition and operations or (B) if the executive is not the CEO, discontinuing the executive reporting directly to the CEO; (ii) if the executive is a member of our Board of Directors, our failure to nominate the executive as one of our directors; (iii) a requirement that the executive work principally from a location outside the 50-mile radius from our current address, except for required travel on our business to the extent substantially consistent with the executive’s business travel obligations as of the date of the agreement; (iv) failure to pay the executive any compensation or benefits or to honor any indemnification agreement to which the executive is entitled within 15 days of the date due; or (v) the occurrence of any of the following events or conditions in the year immediately following a change in control: (A) a reduction in the executive’s annual base salary or annual cash incentive plan opportunity as in effect immediately prior to the change in control; (B) the failure by us to obtain an agreement, reasonably satisfactory to the executive, from any of our successors or assigns to assume and agree to adopt the severance agreement for a period of at least two years from the change in control.

(3)	“Retirement” shall mean a retirement by the executive if the executive has been designated as an eligible retiree by our Board of Directors, in its sole discretion.

(4)	Messrs. Brugger and Mahoney are eligible to receive a modified excise tax gross-up, which is only applicable if the executive is terminated without cause or resigns for good reason following a change in control. Messrs. Tennis, Healy and Furbay are not entitled to receive an excise tax gross up.

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(1)	The cost of the medical and dental insurance is based on the average cost paid by us for health insurance for a family with dependent children during 2017. The actual amount will vary based on the cost of health insurance at the time of termination whether the individual is single or married and whether the individual has dependent children.

(2)	Represents the value of the unvested shares as of December 31, 2017 calculated using $11.29 per share, the closing price of our common stock on December 29, 2017, and unvested cash dividends on those shares.

(3)	For valuation purposes, we have assumed the December 29, 2017 stock price of $11.29, the 2015 PSU awards would be earned at 51.75% of target, the 2016 PSU awards would be earned at 71.1% of target and the 2017 PSU awards would be

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(4)

The cost of the excise tax gross up is an estimate based on a number of assumptions, including: (i) DiamondRock is subject to a change of control on December 31, 2017, (ii) all the named executive officers are terminated on December 31, 2017 without cause following that change of control, (iii) all the named executive officers receive cash incentive compensation for 2017 using the target percentage for each executive officer and (iv) the change of control occurs at a price equal to our closing stock price on December 29, 2017.

(5)	The amount of severance benefits payable to Mr. Furbay is subject to excise tax, therefore his cash severance has been reduced by $560,464 so that the payment does not trigger the excise tax.

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(1)	2017 amount includes $806,200 of recurring audit and quarterly review fees, $17,000 of fees for audits required by others and $30,000 of fees related to acquisitions during the year. 2016 amount includes $768,000 of recurring audit and quarterly review fees, $17,000 of fees for audits required by others and $29,000 of fees related to dispositions during the year.

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1.	have reviewed and discussed with management and KPMG LLP the audited financial statements for DiamondRock for the fiscal year ended December 31, 2017;

2.	have discussed with representatives of KPMG LLP the matters required to be discussed with them under the provisions of PCAOB Auditing Standard No. 1301 (Communication with Audit Committees), as modified or supplemented; and

3.	have received the written disclosures and the letter from the independent auditors required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence and have discussed with KPMG LLP the auditors’ independence from the Company and management.

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(1)	Calculated using 201,234,975 shares of common stock outstanding as of March 5, 2018, which includes all unvested shares of restricted stock. There were no additional adjustments required by Rule 13d-3(d)(1)(i) of the Exchange Act as no executive

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(2)	In accordance with the SEC rules, this does not include 14,479 deferred stock units granted to Mr. McCarten.

(3)	Mr. Brugger’s shares include (i) 275,722 shares of unvested restricted stock granted to him under our Incentive Plan, as amended (the “Incentive Plan”) and (ii) 794,975 shares of our common stock owned by him. In accordance with the SEC rules, this does not include 431,021 deferred stock units or 307,160 unvested PSUs granted to Mr. Brugger.

(4)	In accordance with the SEC rules, this does not include 38,001 deferred stock units granted to Ms. McAvey.

(5)	In accordance with the SEC rules, this does not include 62,629 deferred stock units granted to Mr. Ray.

(6)	Mr. Mahoney’s shares include (i) 51,061 shares of unvested restricted stock granted to him under our Incentive Plan and (ii) 270,401 shares of our common stock owned by him. In accordance with the SEC rules, this does not include 145,539 deferred stock units or 112,357 unvested PSUs granted to Mr. Mahoney.

(7)	Mr. Healy’s shares include (i) 57,150 shares of unvested restricted stock granted to him under our Incentive Plan and (ii) 5,956 shares of our common stock owned by him. In accordance with the SEC rules, this does not include 28,394 unvested PSUs granted to Mr. Healy.

(8)	Mr. Furbay's shares include (i) 97,926 shares of unvested restricted stock granted to him under our Incentive Plan and (ii) 16,359 shares of our common stock owned by him. In accordance with the SEC rules, this does not include 75,689 deferred stock units or 66,401 unvested PSUs granted to Mr. Furbay.

(9)	Mr. Tennis’ shares include (i) 57,600 shares of unvested restricted stock granted to him under our Incentive Plan and (ii) 134,912 shares of our common stock owned by him. In accordance with the SEC rules, this does not include 89,851 deferred stock units or 61,433 unvested PSUs granted to Mr. Tennis.

(10)	Based solely on information contained in a Schedule 13G/A filed by The Vanguard Group, Inc., on behalf of itself and certain of its affiliates, with the SEC on February 9, 2018. The address of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355.

(11)	Based solely on information contained in a Schedule 13G/A filed by BlackRock, Inc., on behalf of itself and certain of its affiliates, with the SEC on January 19, 2018. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

(12)	Based solely on information contained in a Schedule 13G/A filed by FMR, LLC, on behalf of itself and certain of its affiliates, with the SEC on February 13, 2018. The address of FMR, LLC is 245 Summer Street, Boston, MA 02210.

(13)	Based solely on information contained in a Schedule 13G/A filed by Vanguard Specialized Funds - Vanguard REIT Index Fund, on behalf of itself and certain of its affiliates, with the SEC on February 2, 2018. The address of Vanguard Specialized Funds - Vanguard REIT Index Fund is 100 Vanguard Blvd., Malvern, PA 19355.

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