Daniel Harrington
Churchill DownsAbout Daniel P. Harrington
Independent director at Churchill Downs Incorporated (CHDN); Age 69; Director since 1998. President & CEO of HTV Industries, Inc. and Trustee of The Veale Foundation. Recognized by CHDN as an Audit Committee Financial Expert with extensive financial, accounting, and chief executive experience across multiple industries .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HTV Industries, Inc. | President & CEO | Current | Multi-industry operator (manufacturing, distribution, technology, banking) |
| Portec Rail Products, Inc. | Director | Prior | Audit and Compensation Committees |
| First Guaranty Bank | Director | Prior | Not disclosed |
| First State Financial Corporation | Director | Prior | Not disclosed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Veale Foundation | Trustee | Current | Foundation holds 195,204 CHDN shares; Harrington disclaims beneficial ownership |
| HTV Industries, Inc. | President & CEO | Current | Private holding company |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; Harrington is independent .
- Committee assignments (2024 activity and current composition):
- Compensation Committee: Chair; 4 meetings in 2024 .
- Audit Committee: Member; 4 meetings in 2024; designated Audit Committee Financial Expert .
- Executive Committee: Member; 0 meetings in 2024 .
- Board meetings: 4 meetings in 2024; all incumbent directors attended at least 75% of their Board and committee meetings .
- Leadership structure: Independent Chairman (R. Alex Rankin), executive sessions of independent directors after each Board meeting .
- Mandatory retirement age: 72; Harrington (age 69) below threshold .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual Board Cash Retainer ($) | 75,000 | 75,000 |
| Meeting Fees ($ per meeting) | 2,000 | 2,000 |
| Compensation Committee – Chair Fee ($) | 25,000 | 25,000 |
| Audit Committee – Member Fee ($) | 15,000 | 15,000 |
| Annual Director Equity Grant (RSUs/RSAs) – Grant Date Fair Value ($) | 155,000 (grant 4/25/2023; vest in 1 year) | 155,000 (grant 4/23/2024; vest in 1 year) |
| Harrington – Fees Earned/Paid in Cash ($) | 151,000 | 143,000 |
| Harrington – Stock Awards ($) | 155,000 | 155,000 |
| Harrington – Total ($) | 306,000 | 298,000 |
Performance Compensation
| Element | 2023 | 2024 |
|---|---|---|
| Performance-based director awards (PSUs/options) | None disclosed | None disclosed |
| Annual director equity grant mechanics | RSUs/RSAs vest 1 year from grant date; value $155,000; no performance metrics | RSUs/RSAs vest 1 year from grant date; value $155,000; no performance metrics |
CHDN uses Adjusted EBITDA, cumulative cash flow, and relative TSR for executive LTIs, but directors receive time-based RSUs/RSAs only .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Portec Rail Products, Inc. | Public/private not specified | Prior Director; Audit & Compensation Committees | None disclosed |
| First Guaranty Bank | Bank | Prior Director | None disclosed |
| First State Financial Corporation | Financial services | Prior Director | None disclosed |
| The Veale Foundation | Non-profit foundation | Trustee | Foundation holds CHDN shares; Harrington disclaims beneficial ownership |
- Related-party framework: Audit Committee oversees Item 404 transactions; CHDN cites occasional director transactions (seat licenses, suites, tickets) on market terms; no special benefits; only identified related-party transaction since Jan 1, 2024 was repurchase of 1,000,000 shares from a Duchossois affiliate; none involving Harrington .
Expertise & Qualifications
- Audit Committee Financial Expert (SEC definition) .
- Extensive financial, accounting, CEO experience; prior audit and compensation committee service .
- Human capital and governance exposure via Compensation Committee chair role .
Equity Ownership
| Metric | 2023 | 2024 |
|---|---|---|
| Total beneficial ownership (shares) | 1,145,710 | 1,266,375 |
| Ownership as % of shares outstanding | 1.55% | 1.72% |
| Deferred stock units (DSUs) | 71,356 (as of 12/31/2023) | 71,790 (as of 3/3/2025) |
| RSUs for board service (outstanding) | 47,683 (as of 12/31/2023) | 49,232 (as of 3/3/2025) |
| Shares with shared voting/investment power via TVI Corp | 1,145,352 (disclaimed beneficial ownership) | 1,145,352 (disclaimed beneficial ownership) |
| Veale Foundation holdings (excluded) | 195,204 (disclaimed beneficial ownership) | 195,204 (excluded; disclaimed) |
| Pledging/Hedging | Company not aware of any pledge of CHDN stock; directors subject to anti-hedging policy |
Governance Assessment
- Board effectiveness: Harrington chairs the Compensation Committee and serves on Audit and Executive Committees—positions central to pay governance, risk oversight, and board continuity. The Compensation Committee uses an independent consultant (FW Cook) and reports robust oversight practices; no interlocks or Item 404 conflicts in 2024 for committee members .
- Independence & attendance: Independent status, with at least 75% attendance, aligns with governance best practice; audit committee meets at least quarterly with executive sessions across internal audit, external audit, GC, CFO, CEO .
- Alignment signals: Director ownership guideline of 5x retainer; Harrington meets guidelines; his compensation mix includes equity grants annually, reinforcing alignment .
- RED FLAGS
- Shared voting/investment power over 1,145,352 CHDN shares via TVI Corp, with explicit disclaimer of beneficial ownership. This concentration warrants monitoring for potential perceived influence or conflicts in votes on M&A/compensation despite the disclaimer .
- Foundation ties: Veale Foundation holds 195,204 shares (excluded); Harrington is Trustee but disclaims beneficial ownership—monitor for abstentions on conflicted votes .
- Shareholder sentiment: Very strong say-on-pay approval (~98%) indicates broad investor confidence in compensation governance; as Compensation Chair, Harrington’s role is aligned with investor support .
- Policy framework: Anti-hedging for directors, strong clawback policy for incentive compensation, no option/SAR repricing without shareholder approval in the 2025 Omnibus Plan—reduces governance risk .
Overall, Harrington’s long tenure, committee leadership (Compensation Chair), and audit expertise support board effectiveness. The TVI Corp shared voting power and trustee role are disclosed and disclaimed, but merit continued monitoring during conflicted matters. Director pay is modest, formulaic, and equity-heavy with annual RSUs/RSAs, and he meets stock ownership guidelines—positive alignment signals .