Maureen Adams
Churchill DownsAbout Maureen Adams
Maureen Adams (Age: 61) is Executive Vice President, Gaming Operations at Churchill Downs Incorporated (CHDN) since February 2023; previously SVP, Gaming Operations (Feb 2022–Feb 2023), VP, Gaming Operations (Jul 2019–Feb 2022), and President & General Manager of Calder Casino (Aug 2013–Jul 2019). Prior to CHDN, she spent 15 years at Caesars Entertainment in senior roles across Finance, Marketing/Sales, and Operations . Company performance over the 2022–2024 PSU cycle achieved a 200% payout on weighted metrics (2-year Adjusted EBITDA and 3-year Cash Flow), with TSR of 19% placing CHDN in the top 42% of the Russell 2000 and no TSR modifier applied (100%) . She became an NEO in 2022; stock ownership guidelines require 3x salary within five years (transition period until July 2027) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CHDN | EVP, Gaming Operations | Feb 2023–present | — |
| CHDN | SVP, Gaming Operations | Feb 2022–Feb 2023 | — |
| CHDN | VP, Gaming Operations | Jul 2019–Feb 2022 | — |
| CHDN | President & GM, Calder Casino | Aug 2013–Jul 2019 | — |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Caesars Entertainment | Senior positions in Finance, Marketing/Sales, Operations | 15 years (dates not disclosed) | — |
Fixed Compensation
Multi-year summary compensation (SEC SCT):
| Year | Base Salary ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 640,865 | 1,065,443 | 864,487 | 26,895 | 2,597,690 |
| 2023 | 617,308 | 1,140,724 | 684,152 | 21,317 | 2,463,501 |
| 2022 | 538,038 | 991,016 | 707,090 | 19,774 | 2,255,918 |
Additional 2024 context:
- Annual base rate as of 12/31/2024: $643,750; up 3% from $625,000 in 2023 (peer benchmarking by FW Cook) .
- “All Other Compensation” includes company match to defined contribution plans and insurance premiums .
Performance Compensation
Annual Incentive (EAIP) – 2024
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Adjusted EBITDA (company financial goal) | 75% | Target bonus = 90% of salary; Target $579,375 | Company performance led to total EAIP = 149% of target | $864,487 |
| Individual performance goals | 25% (0–200% range) | Included in 90% target | Included in 149% total | Included in $864,487 |
Notes:
- Threshold for EAIP equals 50% payout on the financial goal (75% of target EAIP), with individual component 0–200% for remaining 25% .
Long-Term Incentives (ELTI)
2024 grants and design:
- Target LTI value for Adams: $1,100,000; approx. 50% RSUs and 50% PSUs .
- RSUs: 4,473 units; grant date fair value $550,179 .
- PSUs: 4,472 target units; grant date fair value $515,264; performance period 2024–2026 .
- PSU metrics and weighting: 50% 2-year Cumulative Adjusted EBITDA (2024–2025) and 50% 3-year Cumulative Cash Flow (2024–2026); TSR modifier ±25% applied over 2024–2026 .
2022–2024 PSU outcome (certified Feb 2025):
- Weighted payout: 200% of target; TSR modifier 100%; CHDN TSR 19%, top 42% of Russell 2000 .
- PSU payout: Maureen Adams received 8,912 PSUs vs. 4,456 target; Committee offered cash-settlement of 2022 PSUs, which Adams accepted; cash settled at $123.27 per share on Feb 6, 2025 .
Stock vested in 2024:
- Shares acquired on vesting: 13,989; value realized on vesting: $1,755,830 .
Equity Ownership & Alignment
Beneficial Ownership and Policies
| Item | Detail |
|---|---|
| Beneficially owned shares | 13,421; less than 0.1% of 73,487,843 shares outstanding |
| Shares excluded from beneficial ownership (unvested) | 4,450 RSUs (2,959 vest 12/31/2025; 1,491 vest 12/31/2026) and 8,876 PSUs (performance periods ending 12/31/2025: 4,404; 12/31/2026: 4,472) |
| Executive stock ownership guideline | 3x base salary; Adams is in transition period (became NEO in 2022); compliance deadline July 2027 |
| Anti-hedging | Hedging and monetization transactions prohibited for officers |
| Anti-pledging | Pledging and holding in margin accounts prohibited for officers |
| Options | None outstanding for NEOs as of 12/31/2024 |
| Deferred compensation | Legacy nonqualified deferred compensation plan balance: $83,593; 2024 aggregate earnings $12,025 |
Outstanding Equity and Vesting Schedule (as of 12/31/2024)
| Type | Units Unvested | Market Value at $133.54 | Vesting Detail |
|---|---|---|---|
| RSUs | 5,936 | $792,693 | 1,486 on 2/10/2025; 2,959 on 12/31/2025; 1,491 on 12/31/2026 |
| PSUs (target) | 8,876 | $1,185,301 (target basis) | 4,404 (perf period ends 12/31/2025); 4,472 (perf period ends 12/31/2026); subject to performance |
Employment Terms
Change-in-control (CIC), severance, and other termination benefits (as of 12/31/2024):
- Structure: No single-trigger benefits; severance/CIC benefits require qualifying termination; no excise tax gross-ups .
- Equity treatment: For involuntary/good reason terminations, RSUs continue to vest and PSUs continue pro rata to period end (at target for disclosure); for death/disability, RSUs accelerate and PSUs continue pro rata; for qualifying CIC terminations (within 2 years), 100% of unvested RSUs and PSUs vest based on to-date performance .
| Scenario (Maureen Adams) | Cash Severance ($) | Equity Acceleration/Continuation ($) | Total Benefits ($) |
|---|---|---|---|
| Involuntary or Good Reason termination | 1,837,588 | 1,383,831 | 3,221,419 |
| CIC without termination | 0 | 0 | 0 |
| Death or Disability | 579,375 (pro rata bonus) | 1,383,831 | 1,963,206 |
| Involuntary or Good Reason within 2 years of CIC | 2,449,151 | 1,977,994 | 4,427,145 |
Governance protections:
- Clawback: 3-year lookback for incentive-based compensation upon restatement (excess over restated metric) .
Compensation Structure Analysis
- Mix and at-risk emphasis: Target 2024 LTI allocated ~50% PSUs / 50% RSUs, with PSUs tied to multi-year Adjusted EBITDA and Cash Flow; Committee aims for at least 50% of LTI in PSUs, reinforcing pay-for-performance alignment .
- Annual incentive rigor: Financial (Adjusted EBITDA) drives 75% of EAIP; 2024 EAIP paid at 149% of target, reflecting strong results vs. goals .
- PSU outcomes: 2022–2024 PSU cycle paid at 200% of target based on above-target EBITDA and Cash Flow metrics; TSR at 19% (top 42%) led to a neutral TSR modifier (100%) .
- Pledging/hedging risk: Policies prohibit both, reducing alignment and forced-sale risks .
- Ownership alignment: 3x salary guideline with transition to July 2027; beneficial ownership is small by percentage (<0.1%), but meaningful unvested equity and multi-year PSU exposure drive retention and alignment .
Investment Implications
- Incentive design emphasizes multi-year EBITDA and cash generation with a relative TSR modifier, which historically delivered a 200% PSU payout for 2022–2024—supportive of execution credibility in Gaming Operations and corporate performance .
- Near-term stock supply dynamics: As of 12/31/2024, Adams had 5,936 RSUs scheduled to vest through 2026 and 8,876 target PSUs for 2025–2026 performance periods; however, 2022 PSUs were cash-settled in Feb 2025 (accepted by Adams), reducing potential secondary-market selling pressure from that tranche .
- Retention and downside protection: Double-trigger CIC provisions, continued/accelerated equity vesting upon certain terminations, and substantial unvested equity reduce retention risk; no excise tax gross-ups limit shareholder-unfriendly optics .
- Alignment safeguards: Strict anti-hedging and anti-pledging policies, plus a clawback, mitigate governance red flags; Adams remains in ownership guideline transition until July 2027, consistent with recent NEO designation .