Wanda Wilson
Bally'sAbout Wanda Y. Wilson
Independent director of Bally’s Corporation since May 2019; age 75; current term expires at the 2027 annual meeting. Retired as COO, General Counsel and Secretary of the Tennessee Education Lottery Corporation (TEL) in 2019, with prior senior legal roles at the Georgia Lottery Corporation and earlier investment banking roles at EF Hutton and Northern Trust Bank. Core credentials: legal, regulatory and compliance leadership in gaming/lottery; audit and compensation committee experience; Chair of Bally’s Board Compliance Committee. Independence affirmed by the Board under NYSE/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tennessee Education Lottery Corporation (TEL) | COO; General Counsel & Secretary | 2003–2019 (COO 2013–2019) | Led legal, regulatory and compliance, operational oversight in gaming/lottery |
| Georgia Lottery Corporation | Senior Vice President & General Counsel | 10 years (prior to 2003) | Directed legal and compliance functions for state lottery operator |
| EF Hutton; Northern Trust Bank | Investment banker | Not disclosed | Finance background; early career capital markets exposure |
External Roles
- No current public company directorships disclosed for Ms. Wilson in the 2025 proxy .
Board Governance
| Governance Item | Detail |
|---|---|
| Independence status | Independent director under NYSE/SEC rules |
| Board tenure | Director since May 2019; term expires 2027 |
| Committee assignments | Audit Committee member; Compensation Committee member; Compliance Committee Chair |
| Committee meeting cadence (2024) | Audit: 12; Compensation: 7; Nominating & Governance: 6; Compliance: 7; ESG: 2 (Wilson not on ESG) |
| Board meetings (2024) | 13 meetings; all existing directors attended ≥62% of combined Board+committee meetings; independent directors held executive sessions at every quarterly Board meeting |
| Annual meeting attendance | All directors attended May 16, 2024 annual meeting |
| Board leadership | Chairman: Soohyung Kim; no Lead Independent Director |
| Controlled company context | Standard General affiliates beneficially own 73.4% of shares; Bally’s has not utilized NYSE controlled company governance exemptions to date |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual director cash retainer | 100,000 | Standard non-employee director cash retainer |
| Compliance Committee Chair cash retainer | 50,000 | Chair fee paid quarterly |
| Operational Integration Committee cash fees | 120,000 | Special oversight of global streamlining |
| Special Committee fees (Standard General transaction review) | 180,000 | Evaluated proposed transaction |
| Total cash fees earned (2024) | 450,000 | Summation by proxy table |
Performance Compensation
| Equity Item | Grant/Status | Amount/Units | Vesting/Terms |
|---|---|---|---|
| Annual restricted stock award (RSA) | Grant date May 16, 2024 | $99,995 grant date fair value | Director RSAs generally vest in one installment at the earlier of first anniversary or next annual meeting; one-year holding period |
| Unvested RSAs outstanding (12/31/2024) | Balance | 7,686 units | As of fiscal year-end |
Director equity is time-based; no director options or PSUs are disclosed. Quarterly RSAs for the Chairman are fully vested upon grant; standard directors’ RSAs have a one-year holding period .
Other Directorships & Interlocks
- Compensation Committee interlocks: None (members are non-employee directors; no reciprocal board/service relationships disclosed) .
- Controlled company dynamics: Chairman Soohyung Kim is managing partner/CIO of Standard General; Ms. Wilson served on a special committee reviewing a Standard General-proposed transaction, a governance safeguard in a controlled context .
Expertise & Qualifications
- Legal, regulatory, and compliance expertise from senior lottery operations roles; experience overseeing anti-money laundering and gaming compliance (as Compliance Committee Chair) .
- Financial literacy confirmed for Audit Committee membership; Compensation and Audit Committee service underscores cross-functional governance capability .
Equity Ownership
| Ownership Item | Detail |
|---|---|
| Beneficial ownership (shares) | 8,186 shares; <1% of outstanding |
| Shares outstanding (record date) | 48,737,412 shares (03/19/2025) |
| Ownership as % of outstanding | ≈0.017% (8,186 ÷ 48,737,412) |
| Unvested RSAs (12/31/2024) | 7,686 units |
| Hedging/pledging | Prohibited for directors/officers (no hedging or pledging of Bally’s stock) |
| Stock ownership guidelines | Non-employee directors: ≥5× annual cash retainer; 5-year compliance window; includes RSUs/deferrals/options/PSUs in measurement |
| Compliance status (as of 03/19/2025) | Ms. Wilson not within guidelines (company cites date of election context and 2025 merger-related share sales) |
Governance Assessment
-
Strengths
- Independence and multi-committee engagement (Audit, Compensation, Compliance Chair) enhance board oversight of financial reporting, pay, and regulatory risk .
- Formal anti-hedging/pledging policy and clawback framework (NYSE-compliant plus supplemental) support shareholder alignment and accountability .
- Independent directors hold executive sessions quarterly; Compensation Committee uses an external consultant (Lockton) and reported no interlocks .
-
Watch items / potential red flags
- Controlled company with 73.4% ownership by Standard General; no Lead Independent Director, elevating reliance on committee chairs for independent oversight .
- Director stock ownership guideline non-compliance cited as of March 19, 2025 (including effects of February 7, 2025 merger-related share sales) — monitor post-merger equity alignment for Ms. Wilson .
- Board attendance disclosure is aggregated (“≥62%” threshold) rather than individual — more granular attendance transparency would improve confidence .
-
2024 say-on-pay context
- Say-on-pay approval at 76.4% supports pay program continuity but is below typical 90%+ peers; continued investor engagement advisable .
Overall, Ms. Wilson’s compliance and regulatory background, coupled with her leadership as Compliance Committee Chair, is well-suited to Bally’s gaming and lottery regulatory profile. In a controlled-company context with no Lead Independent Director, her independent committee roles are an important counterbalance to preserve investor confidence .