Soohyung Kim

About Soohyung Kim

Soohyung Kim (Age 50) is Chairman of Bally’s Corporation’s Board since December 2019 and has served as an independent director since 2016; he is Managing Partner and Chief Investment Officer of Standard General L.P., with prior investing roles at Bankers Trust Company, Och-Ziff Capital Management, and Cyrus Capital Partners . His proxy biography highlights capital markets expertise and prior board service (Media General, Greektown Superholdings, ALST Casino Holdco), and current directorships (Intralot S.A.; nonprofit boards) .

Past Roles

External Roles

Board Governance

• Independence: The Board affirmatively determined Mr. Kim qualifies as an independent director under NYSE/SEC rules; Bally’s maintains independent Compensation and Nominating & Governance Committees despite controlled company status considerations .
• Leadership: Chairman of the Board since December 2019; the Board has not appointed a lead independent director .
• Committee roles: Chair, ESG Committee; Member, Nominating and Governance Committee .
• Board activity: 13 Board meetings in 2024; all directors attended or participated in at least 62% of combined Board and committee meetings; independent directors met without management at each regular quarterly Board meeting in 2024 .
• Committee activity: Audit Committee (12 meetings; Harris Chair); Compensation Committee (7 meetings; Rollins Chair); Nominating & Governance Committee (6 meetings; Patel Chair); Compliance Committee (7 meetings; Wilson Chair); ESG Committee (2 meetings; Kim Chair) .
• Controlled company context: Entities affiliated with Standard General L.P. beneficially owned 73.4% of outstanding common shares as of the record date; the Board has not utilized NYSE controlled company exemptions to date .

Fixed Compensation

• Policy (2024): Chairman and Vice-Chairman annual retainer $400,000; Chairman paid via annual and quarterly restricted stock awards (RSAs); Vice-Chairman paid $200,000 cash + $200,000 RSAs. Other non-employee directors receive $200,000 ($100,000 cash + $100,000 RSAs). Committee chairs receive an additional $50,000 cash retainer; new directors receive a one-time $100,000 equity grant .
• Mr. Kim’s 2024 structure: Received quarterly RSAs of $50,000 each on Apr 18, Jun 30, Sep 30, and Dec 31, 2024 (fully vested at grant; one-year holding) counted in “Fees Earned or Paid in Cash”; and an annual RSA grant of approximately $200,000 for serving as Chairman .

Performance Compensation

• Director equity awards are time-based RSAs; no performance-based metrics (e.g., TSR, EBITDA) are tied to director compensation per the disclosed director policy .

Other Directorships & Interlocks

• Current public company board: Intralot S.A. (Director) .
• Network ties: Bally’s appointed Mira Mircheva (formerly Partner & Research Analyst at Standard General; previously CFO of The Queen Casino & Entertainment) as EVP and CFO, subject to regulatory approvals—indicating continued Standard General influence in senior appointments .
• Special committee: Rollins, Patel, and Wilson each received $180,000 for service on a special committee formed to review/evaluate a transaction proposed by Standard General L.P. (indicating conflict-management structures around a controlling shareholder proposal) .
• Merger context: On Feb 7, 2025, under the Merger Agreement, shares were converted into cash consideration of $18.25 (with some shares electing to remain outstanding), reflecting the transaction environment surrounding Standard General’s proposal .

Expertise & Qualifications

• Capital markets and special situations investing; experience at Bankers Trust, Och-Ziff, Cyrus Capital; board experience across media and gaming; current ESG Committee leadership .
• Board rationale: “Knowledge of markets enhances ability to make strong financial judgments and generate long-term shareholder value” .

Equity Ownership

Governance Assessment

• Strengths:

  • Majority-independent Board; independent Compensation and Nominating & Governance Committees maintained despite controlled shareholder context .
  • Separation of Chair and CEO roles; ESG, Audit, Compliance, and Comp committees active and functioning with clear charters and meeting cadence .
  • Robust clawback language in the Amended and Restated 2021 Equity Incentive Plan; prohibition on hedging/pledging aligns incentives with long-term shareholders .
  • Use of a special committee (with dedicated fees) to evaluate a transaction proposed by the controlling shareholder signals process safeguards for conflicts .

• Red Flags and Watch Items:

  • Extremely high ownership concentration: 73.4% beneficial ownership affiliated with Standard General; Chairman’s affiliate is the controlling shareholder—raises soft independence concerns, despite NYSE independence determination .
  • No lead independent director while the Chair is the controlling shareholder’s principal; best-practice gap in counterbalancing influence .
  • Board attendance disclosure is weak (“at least 62%” of aggregate meetings), below typical governance expectations; monitor director-specific attendance in future filings .
  • Compensation Committee exercised discretion to abandon 2024 Adjusted EBITDA performance goals for NEO PSUs—signals flexible pay practices; warrants monitoring of performance alignment (management signal, not director pay) .
  • Continued interlocks via senior management hires with Standard General pedigree (e.g., incoming CFO) may amplify perceived influence; maintain focus on committee independence and disclosure quality .

Board Governance (Detail)

Fixed Compensation (Detail)

Performance Compensation (Director-Specific)

• No performance-based equity or bonus metrics are disclosed for non-employee directors; director RSAs are time-based with defined vesting/holding periods .

Other Directorships & Interlocks (Detail)

Equity Ownership (Detail)

Governance Assessment (Implications for Investors)

• Board effectiveness is anchored by active committees and explicit independence determinations, but the absence of a lead independent director and a controlling-chair structure merit a valuation/discount for governance risk in scenarios of related-party proposals (e.g., take-private or asset transactions) .
• Compensation and ownership alignment for Mr. Kim are strong (equity-heavy director pay; long holding requirements; massive skin-in-the-game), yet the sheer control concentration increases minority shareholder agency risk; continued use of special committees and robust related-party review by the Audit Committee is essential .
• Monitor future proxies for director-specific attendance and any changes to committee composition/charters—particularly around ESG and Nominating & Governance—given the ongoing influence of Standard General across governance and senior appointments .