DiamondRock Hospitality Co

The following table sets forth certain information for each of our hotels owned as of December 31, 2023.

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(1)As defined by STR, Inc.

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Hotel Management Agreements

We are party to hotel management agreements for each hotel we own. The following table sets forth the expiration date of the current term, the terms of termination of the manager by the Company, and the number of remaining renewal terms at the manager's option under the respective hotel management agreements for each of our hotels as of December 31, 2023. Generally, the term of the hotel management agreements, if applicable, renew automatically for a negotiated number of consecutive periods upon the expiration of the initial term unless the manager gives notice to us of its election not to renew the hotel management agreement.

(1)Certain agreements allow for other extension rights that may be only at our option.

(2)Hotel manager is entitled to one five-year extension option upon achievement of a certain level of net operating income, which is significantly above current net operating income at the hotel.

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(3)Hotel manager is entitled to one five-year extension option if the manager earns an incentive management fee in both 2027 and 2028. The manager did not earn an incentive management fee in 2023.

Under our hotel management agreements, the hotel manager receives a base management fee and, if certain financial thresholds are met or exceeded, an incentive management fee. The base management fee is generally payable as a percentage of gross hotel revenues for each fiscal year. The incentive management fee is generally based on hotel operating profits, but the fee only applies to that portion of hotel operating profits above a negotiated return on our invested capital, which we refer to as the owner's priority. We refer to this excess of operating profits over the owner's priority as “available cash flow.”

The following table sets forth the base management fee and incentive management fee generally due and payable each fiscal year, for each of our hotels as of December 31, 2023:

(1)As a percentage of gross revenues.

(2)As a percentage of hotel operating profits above a specified return on our invested capital or specified operating profit thresholds.

(3)Total incentive management fees are capped at 1% of gross revenues.

(4)The property will not individually earn their incentive fee unless a collective owner's priority threshold is met.

(5)The base management fee is the sum of 1.5% of gross revenues and 1.5% gross operating profit. Total management fees are capped at 3% of gross revenues.

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(6)The base management fee was 2% from January 2023 through August 2023 and decreased to 1% for the remainder of the year.

(7)Calculated as 15% of net operating income. There is no owner's priority; however, the Company's contribution to the hotel's recent multi-year property renovation is treated as a deduction in calculating net operating income.

(8)The incentive management fee increases to 1.5% of gross revenues if the gross operating profit exceeds a specified amount plus any owner's priority.

(9)The incentive management fee is capped at 0.75% of gross revenues.

(10)Total management fees are capped at 2.5% of gross revenues.

(11)The base management fee decreases to 0.5% of gross revenues if the annual gross operating profit is less than $36 million. Base management fees for the year ended December 31, 2023 were decreased to 0.5% of gross revenues.

Additional information regarding fees incurred under hotel management agreements can be found in Note 13 to our accompanying consolidated financial statements.

Franchise Agreements

The following table sets forth the terms of the hotel franchise agreements for our 19 franchised hotels as of December 31, 2023:

(1)The franchise agreement may be extended at Marriott's option for one 10-year term.

(2)In February 2026, the franchise fee will increase to 5.5% of gross room sales through the remainder of the term.

(3)On August 22, 2022, we entered into a franchise agreement to convert the brand to a Curio Collection Hotel. The new franchise agreement has a term of ten years, and the brand conversion will be effective upon the completion of an agreed-upon renovation. The franchise fees will be 4% of gross rooms sales for the first four years and then increase to 5% through the remainder of the term. There will also be a program fee of 4% of gross rooms sales.

(4)In January 2030, the franchise fees will decrease to 5% of gross room sales and 2% of gross food and beverage sales.

(5)In January 2026, the franchise fees will increase to 7% of gross room sales and 3% of gross food and beverage sales through the remainder of the term.

Additional information regarding fees incurred under franchise agreements can be found in Note 13 to our accompanying consolidated financial statements.

Mortgage Debt

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Four of our hotels are encumbered by mortgage debt. Additional information regarding such hotels can be found in Note 5 to our accompanying consolidated financial statements.

Ground Leases

Eight of our hotels and one parking area are subject to ground lease agreements. Additional information regarding our hotels that are subject to ground leases can be found in Note 8 to our accompanying consolidated financial statements.

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