Bradley Blackwell

About Bradley Blackwell

Bradley K. Blackwell is Executive Vice President, General Counsel and Corporate Secretary of Churchill Downs Incorporated (CHDN); he has served as EVP & GC since February 2023 and has been with CHDN since April 2005 in progressively senior legal and operations roles (age 53) . In 2024, CHDN delivered net revenue of $2.7B (+11.1% YoY), Adjusted EBITDA of $1.159B (+13.2% YoY), and cash from operations of $771.7M (+27.5% YoY); 5‑year TSR was 97.6% vs 94.9% for the Russell 1000 and 97.0% for the S&P 500, underscoring strong value creation during his tenure as a senior executive . Prior to CHDN, Blackwell was Assistant General Counsel and Secretary at Michaels Stores, and before that an M&A attorney at Jones Day (Dallas), indicating deep corporate and transactional legal expertise; formal education credentials were not disclosed in the proxy .

Past Roles

External Roles

Fixed Compensation

• 2024 base salary rate for Blackwell was $750,000 (annual rate at 12/31/2024), up from $700,000 in 2023 (+7%) . Actual base salary paid in 2024 was $742,308 . Target annual incentive was 100% of salary ($750,000), with actual 2024 bonus paid of $1,119,077 .
• 2024 perquisites: $13,800 company 401(k) contributions, $3,171 life insurance premium, $3,241 supplemental long-term disability premium; total “All Other Compensation” $20,212 .

Multi-year compensation (Summary Compensation Table – Blackwell):

Performance Compensation

Executive Annual Incentive Plan (EAIP) design and 2024 outcomes:

Long-Term Incentive (ELTI) grants and structure (2024 awards):

Notes:

• 2024 LTI target value for Blackwell was $1,100,000, split ~50/50 RSUs and PSUs; accounting fair values reflect Monte Carlo for PSUs .
• No stock options outstanding for any NEO in 2024 .

Equity Ownership & Alignment

Ownership, guidelines, and outstanding awards:

Outstanding and unearned equity at 12/31/2024 (Blackwell):

Vesting schedules (forward-looking dates from proxy):

Additional alignment/selling pressure context:

• 2022 PSU awards were offered for cash settlement in 2025; Blackwell accepted cash settlement at $123.27 per share equivalent, reducing near-term stock sale pressure associated with those vestings .

Deferred compensation:

Employment Terms

Change-in-control, severance, restrictive covenants, and potential payouts:

• Agreement type and multiples (Blackwell): Under his Executive Change in Control, Severance and Indemnity Agreement (executed 2022), if terminated without cause/for good reason, severance equals 1.5x (base salary + target bonus), plus equity treatment under plan and 3 months of benefits; if terminated within two years following a CIC (double trigger), the multiple increases to 2x; there are no excise tax gross-ups (280G cutback applies) . No single-trigger vesting or severance upon CIC; double-trigger required .
• Non-solicitation: 2 years post-termination for employees and customers; non-compete not disclosed .

Potential payments upon termination or CIC (as of 12/31/2024):

Equity plan CIC mechanics:

• If awards are assumed/substituted in a CIC, unvested equity accelerates on qualifying termination within 24 months post‑CIC; if not assumed, unvested awards vest immediately prior to CIC or are cashed out per plan terms .

Investment Implications

• Pay-for-performance linkage is strong: 75% of annual cash bonus tied formulaically to Adjusted EBITDA (financial target beat yielded 99% of target EAIP), with qualitative performance at 200% of its 25% weight; total EAIP paid at 149% of target for 2024, consistent with robust company performance (revenue +11.1%, Adjusted EBITDA +13.2%) .
• Long-term incentives emphasize multi-year value creation: ~50% PSUs tied to 2‑year cumulative Adjusted EBITDA and 3‑year cumulative Cash Flow with a relative TSR modifier (±25%), and ~50% RSUs for retention; no stock options outstanding reduces asymmetric upside risk-taking incentives but aligns with stable comp structures in gaming/leisure .
• Retention risk appears contained: Double-trigger CIC protections (no single-trigger), 1.5x cash severance for non‑CIC terminations (2x on CIC terminations), and meaningful unvested RSUs/PSUs and near-term vesting dates provide retention hooks; no excise tax gross-up and a clawback policy mitigate shareholder risk .
• Selling pressure watchlist: Scheduled vestings on 12/31/2025 and 12/31/2026 (RSUs and PSUs) could create tax-related sales; cash settlement of 2022 PSUs in Feb 2025 reduced immediate equity sale overhang vs stock settlement .
• Alignment and governance: Ownership guidelines (3x salary) met, with anti‑hedging/anti‑pledging in place; beneficial ownership is modest in percentage terms (<0.1%) but supplemented by ongoing unvested equity .