Karole Lloyd
Churchill DownsAbout Karole Lloyd
Karole F. Lloyd, age 66, has served on Churchill Downs Incorporated’s Board since 2018 and is the Audit Committee Chair and a member of the Nominating & Governance Committee . She is a retired Vice Chair and Southeast Regional Managing Partner of Ernst & Young LLP with a 37-year career, and holds NACD cyber-risk oversight certification (2022) . Lloyd is designated an “audit committee financial expert,” and is considered independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP (EY) | Vice Chair; Southeast Regional Managing Partner; Member of US Executive Board, Americas Operating Executive, Global Practice Group | 37-year career; on US leadership bodies 2009–2016 | Led large-scale audit/advisory operations across regulated industries; deep finance, reporting, compliance, risk management credentials |
| Churchill Downs Incorporated | Director (Class I) | Since 2018 | Audit Committee Chair; Nominating & Governance Committee member; Audit Committee financial expert |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Aflac Incorporated | Director | Since Jan 2017 | Audit Committee Chair; Executive Committee; Finance & Investment Committee; Corporate Development Committee |
| University of Alabama | President’s Advisory Council; Board of Visitors | Not disclosed | Advisory roles; regional academic support |
| Atlanta Symphony Orchestra | Former Chair, Board of Directors | Not disclosed | Community leadership |
| Metro Atlanta Chamber; Rotary Club of Atlanta | Member/Leader | Not disclosed | Civic leadership |
Board Governance
- Independence: All directors except the CEO were independent in the last fiscal year; Lloyd is independent .
- Committee leadership: Audit Committee Chair; Nominating & Governance Committee member; Audit Committee meetings (2024): 4; Nom/Gov: 2; Board meetings: 4 .
- Audit Committee priorities: Financial reporting integrity; internal controls; compliance; enterprise risk (including cybersecurity) oversight; PwC appointment oversight .
- Attendance: All incumbent directors attended at least 75% of their Board and committee meetings (period served) .
- Board structure: Independent Chairman (R. Alex Rankin); separate CEO/Chair roles; executive sessions after each Board meeting .
Fixed Compensation
| Component (2024) | Amount/Policy | Notes |
|---|---|---|
| Board Annual Cash Retainer | $75,000 | Paid quarterly in arrears |
| Meeting Fee (per meeting) | $2,000 | Travel reimbursement available for non-Louisville residents |
| Audit Committee Chair Fee | $35,000 | Non-chair fee $15,000 |
| Nominating & Governance Committee Member Fee | $10,000 | Chair fee $20,000 |
| Equity Grant (RSUs/RSAs) | $155,000 grant-date fair value | Granted Apr 23, 2024; 1-year vest; directors may elect RSAs |
| Lloyd – Fees Earned (Cash) | $142,000 | 2024 actual |
| Lloyd – Stock Awards (Grant-Date FV) | $155,000 | 2024 actual |
| Lloyd – Total (Cash + Equity) | $297,000 | 2024 actual |
Performance Compensation
- Non-employee director equity is time-based (RSUs/RSAs) with one-year vesting; no director performance metrics apply to equity grants .
- Plan features prohibit dividends/dividend equivalents on unearned awards, and prohibit option/SAR repricing without shareholder approval—alignment-positive .
| Director Equity Feature | Terms |
|---|---|
| 2024 Grant Date | April 23, 2024 |
| Instrument | RSUs or RSAs, election permitted |
| Value | $155,000 grant-date fair value |
| Vesting | 1-year vest (service condition) |
| Dividends/Equivalents | Paid only on earned awards; dividend equivalents on RSUs subject to same vesting |
| Repricing | Prohibited without shareholder approval |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlocks/Conflicts |
|---|---|---|---|
| Aflac Incorporated | Insurance | Director; Audit Chair; multiple committees | No CHDN-related transactions disclosed; sectors are distinct; no interlocks with CHDN competitors disclosed |
Expertise & Qualifications
- Audit/finance: Audit Committee financial expert; extensive financial reporting, internal audit, regulatory compliance, and risk management experience .
- Cyber oversight: NACD cyber-risk oversight certification (2022) .
- Governance: Public company board experience; leadership across diverse industries (banking, insurance, consumer, healthcare, transportation, real estate, manufacturing, retail) .
Equity Ownership
| Item | Amount/Detail | As-of | Notes |
|---|---|---|---|
| Beneficial Ownership – Total Shares | 35,671 | Record Date Mar 3, 2025 | Percent of class: <0.1% |
| Restricted Stock Awards (will vest within 60 days) | 1,259 | As of Mar 3, 2025 | Scheduled near Record Date |
| RSU Awards (board service; no voting/dispositive power until departure) | 13,182 | As of Mar 3, 2025 | Deferred until resignation/retirement |
| RSUs held (status snapshot) | 13,142 | Dec 31, 2024 | Director comp table snapshot |
| RSAs held (status snapshot) | 1,255 | Dec 31, 2024 | Elected RSAs |
| Director Ownership Guideline | 5x annual retainer; 5-year compliance window | Policy | Anti-hedging and anti-pledging apply |
| Compliance Status | Met guideline ✓ | Dec 31, 2024 | Included deferred shares and RSUs/RSAs for measurement |
| Section 16(a) Compliance | No delinquent filings disclosed | 2024 | Company review concluded compliance |
Governance Assessment
- Strengths: Independent director; Audit Chair and SEC-designated financial expert; robust risk oversight involvement; cyber oversight credentials; strong ownership alignment (guideline met) and anti-hedging/anti-pledging policies reduce alignment risk .
- Engagement: Attended at least 75% of Board/committee meetings; chairs an active Audit Committee with 4 meetings and executive sessions with auditors and management—supports rigorous oversight .
- Compensation alignment: Director pay structure mixes cash retainer, committee fees, and modest time-based equity, unchanged versus 2023—stable governance signal; annual RSU/RSA grant with no performance metrics is standard for directors .
- Conflicts/Related Party: Company disclosed ordinary-course seat/ticket transactions and director horse interests with no special benefits; no related-party transactions involving Lloyd identified since Jan 1, 2024 .
- Red flags: None disclosed regarding pledging, hedging, legal proceedings, tax gross-ups, or option repricing affecting director compensation; clawback policy in place (executive incentive comp) and stringent equity plan features .
Overall signal: Lloyd’s audit leadership, independence, and cyber oversight certification bolster investor confidence in CHDN’s financial reporting and risk governance; absence of conflicts and compliance with ownership guidelines supports alignment. Continued monitoring of Aflac audit chair commitments for workload (not flagged as overboarding here) is prudent; no issues disclosed .