Douglas Grissom
Churchill DownsAbout Douglas C. Grissom
Douglas C. Grissom, 57, has served as an independent director of Churchill Downs Incorporated since 2017. He is a Senior Advisor on Madison Dearborn Partners’ Technology & Government Solutions team (following service as Managing Director through February 2024), with prior roles at Bain Capital, McKinsey & Company, and Goldman Sachs, bringing deep private equity, M&A, and finance expertise to the Board . He is currently a Class III director with a term expiring in 2026; the Board deems all directors other than the CEO to be independent, and all directors met at least 75% attendance in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Madison Dearborn Partners (MDP) | Senior Advisor, Tech & Government Solutions; formerly Managing Director, Business & Government Software & Services | Senior Advisor since Feb 2024; MD prior to Feb 2024 | Led/oversaw multiple investments; extensive PE/M&A experience |
| Bain Capital | Private Equity | Prior to MDP | Finance and investing experience |
| McKinsey & Company | Consultant | Prior to MDP | Strategy and operations advisory |
| Goldman Sachs | Investment banking | Prior to MDP | Capital markets and corporate finance experience |
| Churchill Downs Inc. | Director (Class III) | Since 2017 | Governance leadership; independence; attendance ≥75% in 2024 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fleet Complete | Director | Current (through MDP) | Technology/telecom oversight |
| Amherst College; Harvard Business School Fund Council/Midwest Advisory Board; MetroSquash; Louisville Collegiate School; Endeavor Louisville; James Graham Brown Foundation; Kentucky Squash Racquets Association; Louisville Brands; Louisville Squash Plus | Board/Advisor roles | Ongoing | Community, education, and nonprofit governance engagement |
Board Governance
- Committee Assignments (2024 year, as disclosed in 2025 proxy):
- Nominating & Governance Committee: Chair
- Compensation Committee: Member
- Audit Committee: Not a member in 2024
- Prior year (2023) committee composition:
- Compensation Committee: Member; Compensation Committee report lists Grissom as a member (no interlocks disclosed)
- Nominating & Governance Committee: Member (Chair in 2023 was Fealy)
- Independence: Board determined all directors serving during the last fiscal year were independent except the CEO .
- Attendance: All incumbent directors attended at least 75% of Board and committee meetings in 2024 (4 Board mtgs; Audit 4; Compensation 4; N&G 2). All directors attended the 2024 annual meeting .
- Shareholder Support: In 2023, Grissom received 29,192,635 “For” votes with 920,611 withheld and 2,452,735 broker non-votes upon re-election to a term expiring 2026 . In 2024, say‑on‑pay passed with 61,668,283 “For” vs. 1,547,436 “Against” .
Fixed Compensation
- CHDN non‑employee director compensation structure (unchanged 2023–2024) :
- Board retainer $75,000 (paid quarterly); meeting fees $2,000; annual equity RSUs/RSA grant $155,000; Chairman fee $150,000
- Committee fees: Audit Chair $35,000 / Member $15,000; Compensation Chair $25,000 / Member $12,500; N&G Chair $20,000 / Member $10,000
- Grissom compensation received:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Cash fees ($) | $129,500 | $129,500 | $125,875 |
| Equity grant ($) | $155,000 | $155,000 | $155,000 |
| Total ($) | $284,500 | $284,500 | $280,875 |
| Fee deferral election | Deferred all fees in 2022 | Deferred all fees in 2023 | Deferred all fees in 2024 |
- Mix: Equity comprised ~55% of total; cash ~45% in 2024 (consistent with prior year) .
Performance Compensation
- Annual director equity awards are time‑vesting RSUs or RSAs (no performance conditions); RSUs/RSA valued at $155,000; vest one year from grant, subject to continued service; settled in Common Stock upon Board exit (for RSUs) .
- Grissom RSU/RSA and deferred share balances:
- As of Dec 31, 2024: RSUs 15,622; deferred shares 10,836 (he deferred all 2024 fees) .
- Beneficial ownership footnote shows 15,670 RSUs and 10,869 deferred stock units included in total .
| Award Type | Grant/Balance Date | Units/Shares | Vesting | Notes |
|---|---|---|---|---|
| Annual RSUs | Apr 23, 2024 | $155,000 grant value; units derived at closing price | 1-year, service‑based | Standard director RSU |
| RSUs outstanding | Dec 31, 2024 | 15,622 | N/A | Director service equity |
| Deferred shares (fees) | Dec 31, 2024 | 10,836 | N/A | Under 2005 Deferred Compensation Plan |
- Clawback: Awards under the omnibus plan are subject to the Company’s clawback/recoupment policy (and applicable rules) .
Other Directorships & Interlocks
| Company/Entity | Public/Private | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Fleet Complete | Private | Director | No CHDN related‑party transactions disclosed involving MDP or Fleet Complete |
| Multiple nonprofit/educational boards (Amherst College, HBS Fund Council/Midwest Advisory Board, MetroSquash, Louisville Collegiate School, James Graham Brown Foundation, etc.) | Nonprofit | Board/Advisor | Governance/community roles; not CHDN related‑party transactions |
- Compensation Committee Interlocks: None disclosed; no Item 404 relationships for compensation committee members .
Expertise & Qualifications
- Finance/capital markets, M&A, strategy, and private equity investing; significant board experience across technology, government services, telecom, and infrastructure sectors .
- Governance leadership evidenced by serving as Chair of the Nominating & Governance Committee in 2024 .
Equity Ownership
| Metric | As of Mar 1, 2024 (FY 2023 Proxy) | As of Mar 3, 2025 (FY 2024 Proxy) |
|---|---|---|
| Total beneficial ownership (shares) | 24,252 (includes 9,885 deferred stock units; 14,367 RSUs) | 26,540 (includes 10,869 deferred stock units; 15,670 RSUs) |
| Ownership % of outstanding | <0.1% | <0.1% |
| RSUs reported (year-end) | 14,324 (Dec 31, 2023) | 15,622 (Dec 31, 2024) |
| Deferred shares (year-end) | 9,855 (Dec 31, 2023) | 10,836 (Dec 31, 2024) |
| Ownership guideline (5× retainer) status | Met | Met |
- Hedging/Pledging: Directors are subject to an anti‑hedging policy under the insider trading policy; ownership guidelines include RSUs and deferred shares for compliance measurement .
Governance Assessment
- Committee leadership: Elevation to Chair of Nominating & Governance in 2024 signals Board’s confidence in Grissom’s governance acumen; he contributes PE/M&A oversight while maintaining independence .
- Alignment & incentives: Strong ownership alignment via recurring RSU grants and consistent fee deferrals; compliant with 5× retainer ownership guidelines; director equity awards are time‑based (lower risk of pay‑for‑performance misalignment for directors) .
- Shareholder sentiment: Consistently high say‑on‑pay support (~98% in 2024 and 2023), indicating broad investor confidence in CHDN’s compensation governance framework ; director election support for Grissom was strong in 2023 .
- Conflicts/related parties: No related‑party transactions involving Grissom or his affiliated entities disclosed; Compensation Committee reported no interlocks and Item 404 relationships; Audit Committee oversees approval of related‑person transactions per policy .
- RED FLAGS: None evident. No pledge/hedge exceptions disclosed for directors; no attendance issues; no repricing of awards (prohibited under plan features); awards subject to clawback under omnibus plan provisions .
Overall, Grissom’s governance profile is supportive of investor confidence: independent, active in committee leadership (N&G Chair), strong attendance, robust ownership alignment through RSUs and fee deferrals, and no identified related‑party conflicts .