Jeffrey Rollins
Bally'sAbout Jeffrey W. Rollins
Independent director at Bally’s Corporation since May 2019; age 60; background in gaming and growth-equity investing. Previously independent director at Dover Downs (2002–2019); Managing Director and Managing Member, Osprey Advisors at Ashford Capital Management since August 2013; founder of J.W. Rollins & Associates; former Partner/Managing Director at a growth-focused private equity fund. Current external roles include Board of Dover Motorsports (NYSE:DVD) and Duke University Fuqua School of Business Board of Visitors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dover Downs | Independent Director | 2002–2019 | Long tenure in gaming oversight |
| Ashford Capital Management (Osprey Advisors) | Managing Director & Managing Member | Aug 2013–present | Growth investing, board service experience |
| J.W. Rollins & Associates | Founder | Not disclosed | Focused on investing in established/early-stage growth companies |
| Private Equity Fund (not named) | Partner & Managing Director | Not disclosed | Growth-company focus |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Dover Motorsports (NYSE:DVD) | Director | Not disclosed | Current board service |
| Duke University Fuqua School of Business | Board of Visitors | Not disclosed | Academic governance role |
Board Governance
- Independence: Board determined Rollins is independent under NYSE and SEC rules .
- Board/committee attendance: In 2024, the Board held 13 meetings; all directors attended or participated in at least 62% of combined Board and committee meetings on which they served. Independent directors held executive sessions without management at each regular quarterly Board meeting .
- Leadership and controlled company context: Chairman is Soohyung Kim; Board has not appointed a Lead Independent Director. Standard General affiliates beneficially owned 73.4% of shares as of record date; Bally’s has not used NYSE controlled-company exemptions and maintains independent Compensation and Nominating & Governance committees .
| Committee | Role for Rollins | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation | Chair | 7 | Independent members; scope includes exec/director comp, plans, peer groups, stock ownership guidelines |
| Audit | Member | 12 | Independent, financially literate; Harris designated audit committee financial expert |
| Nominating & Governance | Not a member | 6 | Independent committee; licensing requirements for directors in gaming jurisdictions |
| Compliance | Not a member | 7 | Oversees corporate compliance program |
| ESG | Not a member | 2 | Oversees ESG policies/performance |
Fixed Compensation
| Component | Amount ($) | Details |
|---|---|---|
| Annual cash retainer | 100,000 | Standard for non-employee directors; paid quarterly |
| Committee chair retainer (Compensation) | 50,000 | Paid quarterly |
| Operational Integration Committee (special) | 180,000 | Additional cash for service in 2024 |
| Special committee reviewing Standard General proposal | 180,000 | Additional cash for service in 2024 |
| Total Fees Earned/Paid in Cash (2024) | 510,000 | Sum of above |
| Stock awards (RSAs) grant-date fair value (2024) | 99,995 | Annual director RSA grant 5/16/2024; RSAs vest on earlier of 1-year or next annual meeting; 1-year holding period |
| Total 2024 Director Compensation | 609,995 | Cash + RSAs |
- Director compensation policy: Other non-employee directors receive $200,000 annual retainer ($100,000 cash + $100,000 RSAs); committee chairs receive an additional $50,000 cash. RSAs vest time-based as above, with holding period .
Performance Compensation
| Metric | Applies to Director Pay? | Notes |
|---|---|---|
| Performance-based equity (PSUs) | No | Director equity is time-based RSAs; no performance metrics disclosed for director awards |
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public company board | Dover Motorsports (NYSE:DVD) |
| Compensation Committee interlocks | None in 2024; no Bally’s executive served on boards/comp committees of entities whose executives served on Bally’s Board/Comp Committee |
Expertise & Qualifications
- Extensive gaming governance experience (Dover Downs 2002–2019; Dover Motorsports board) .
- Growth-company investing, private equity leadership, and board service experience .
- Senior role at Ashford Capital/Osprey Advisors underscores capital markets and investor perspective .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Jeffrey W. Rollins | 7,686 | <1% | As of March 19, 2025; beneficial ownership includes shares acquirable/vesting within 60 days |
| Unvested RSAs outstanding (12/31/2024) | 7,686 | n/a | From director comp table; ties to annual RSA grant |
- Stock ownership guidelines: Non-employee directors must hold at least 5x annual cash retainer; five years to comply. As of March 19, 2025, several directors, including Rollins (appointed 2019), were not within guidelines, with note that on Feb 7, 2025 merger consideration converted outstanding shares to cash and directors sold shares in connection with the merger, affecting holdings .
- Hedging/pledging: Bally’s prohibits hedging and pledging of company stock by directors/officers .
Governance Assessment
-
Strengths:
- Independent status and chairing the Compensation Committee; committee met 7 times in 2024 and maintains robust scope, including oversight of executive and director compensation, ownership guidelines, and CD&A review .
- Audit Committee membership with regular executive sessions and independent oversight of financial reporting; audit committee met 12 times in 2024 .
- Use of special committee to evaluate the Standard General transaction indicates formal conflict management in a controlled-company context .
-
Risk indicators / red flags:
- Controlled-company context (73.4% beneficial ownership by Standard General affiliates) without a Lead Independent Director could constrain independent board influence, though Bally’s states it has not used NYSE controlled-company exemptions .
- Additional special-committee cash fees ($360,000 total in 2024) materially increased director cash compensation vs standard retainer, which may raise questions on pay balance vs equity alignment for governance-sensitive assignments .
- Ownership guideline shortfall noted for Rollins as of March 19, 2025, with mitigating factor that merger converted shares to cash shortly before record date .
-
Shareholder feedback:
- 2024 say‑on‑pay support was ~76.4%, suggesting moderate shareholder acceptance of compensation practices; committee noted no program changes specifically driven by vote outcome .
-
Attendance and engagement:
- Board met 13 times; all directors met at least 62% threshold and independent directors held quarterly executive sessions, indicating routine engagement (individual attendance rates not disclosed) .
-
Director compensation mix:
- Standard structure emphasizes a 50/50 cash-equity retainer for non-employee directors; 2024 special assignments increased cash weight for Rollins (cash $510k vs stock $99,995), reducing equity alignment in that year relative to policy baseline .
Overall signal: Rollins brings relevant gaming and investment expertise and leads the Compensation Committee. Special committee service amid a controlled shareholder environment is a governance-positive mechanism for conflict management, but elevated cash fees and the absence of a Lead Independent Director are watchpoints for investors tracking board independence and pay alignment .