R. Alex Rankin
Churchill DownsAbout R. Alex Rankin
R. Alex Rankin, age 69, has served on CHDN’s Board since 2008 and is the independent Chairman of the Board. His background includes leadership roles in insurance and thoroughbred operations, and he is Vice Chairman/Director at Glenview Trust and a Steward of The Jockey Club; the Board credits him with finance and risk management expertise and deep horseracing industry knowledge . The Board currently separates the CEO and Chair roles and designates Rankin as independent Chair, with responsibilities that include presiding at meetings, strategy liaison with the CEO, and ex officio membership on committees where he is not a voting member .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sterling G. Thompson Company, LLC (private insurance agency & broker) | Chairman of the Board | Not disclosed | Finance and risk management expertise cited by CHDN |
| Upson Downs Farm, Inc. (thoroughbred breeding & racing) | President | Not disclosed | Deep horseracing industry understanding |
| James Graham Brown Foundation (non-profit) | Former Trustee and Chairman | Not disclosed | Oversaw significant grantmaking; >3,200 grants totaling >$620M since 1954 (foundation context in biography) |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Glenview Trust Company (private Trust & Investment Management) | Vice Chairman and Director | Current | Private company board role |
| The Jockey Club | Steward | Current | Industry governance role |
Board Governance
- Independence: The Board determined all directors except the CEO are independent under Nasdaq Rule 5605(a)(2); Rankin serves as independent Chairman .
- Leadership structure: CEO and Chair roles are separated; Rankin, as Chair, presides at meetings, liaises with management, co-formulates strategy with the CEO, and is ex officio on committees he does not otherwise serve .
- Committee assignments (2024):
- Board of Directors: Chair
- Executive Committee: Chair (0 meetings held in 2024)
- Audit Committee: Ex officio member, alongside Chair Karole F. Lloyd and members Harrington/Varga
- Compensation Committee: Ex officio per Chair responsibilities; voting members listed do not include Rankin
- Nominating & Governance Committee: Ex officio per Chair responsibilities; voting members listed do not include Rankin
- Attendance: In 2024, the Board held 4 meetings; all incumbent directors attended at least 75% of their Board and committee meetings, and all then-serving directors attended the 2024 annual meeting .
- Mandatory retirement age: Directors must be <72 at election; Rankin (69) met the qualification at the 2025 meeting .
Fixed Compensation
| Component | Amount/Rate | Detail |
|---|---|---|
| Annual Board cash retainer | $75,000 | Paid quarterly in arrears |
| Chairman of the Board additional fee | $150,000 | Non-employee Chair fee |
| Meeting fees | $2,000 per meeting | Applies to Board/committee meetings; directors outside Louisville may be reimbursed travel |
| Committee fees (member/chair) | Audit: $15,000 / $35,000; Compensation: $12,500 / $25,000; Nominating & Governance: $10,000 / $20,000 | Annual fees; unchanged vs 2023 |
| 2024 Fees earned (Rankin) | $235,000 | Cash fees earned |
| 2024 Stock awards (Rankin) | $155,000 | RSU/RSA grant value |
| 2024 Total (Rankin) | $390,000 | Sum of cash and equity |
Performance Compensation
| Award Type | Grant Date | Grant Value | Vesting | Notes |
|---|---|---|---|---|
| RSUs or RSAs (director grant) | April 23, 2024 | $155,000 | One-year vest, subject to continued service | Directors may elect RSAs; RSUs convert 1:1 to common upon departure if vested |
- No performance-based metrics are disclosed for director compensation; director equity grants are time-based without revenue/EBITDA/TSR metric linkage .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Glenview Trust Company | Private | Vice Chairman & Director | Financial services proximity; no related-party transaction disclosed by CHDN |
| Sterling G. Thompson Company, LLC | Private | Chairman | Insurance brokerage proximity; no related-party transaction disclosed by CHDN |
| The Jockey Club | Industry governance | Steward | Industry alignment with CHDN racing; CHDN notes directors may own horses racing at its tracks under state commission regulations; no special benefits |
| Upson Downs Farm, Inc. | Private | President | Thoroughbred operations; no related-party transaction disclosed by CHDN |
Expertise & Qualifications
- Finance and risk management expertise; extensive horseracing industry experience .
- Board skills matrix indicates finance/capital markets, risk management/regulatory, and industry/horseracing capabilities represented on the Board; Rankin’s biography explicitly cites finance/risk and industry expertise .
Equity Ownership
| Holder | Beneficial Ownership | % of Class | Notes |
|---|---|---|---|
| R. Alex Rankin | 94,682 shares | 0.13% | Includes 49,232 RSUs awarded for Board service, over which he has no voting or dispositive power until resignation/retirement |
| RSUs outstanding (12/31/2024) | 49,801 units | N/A | As of year-end 2024; director RSUs vest one year from grant; RSAs/RSUs are included for guideline compliance measurement |
| Pledging/Hedging | None permitted | N/A | CHDN policy prohibits hedging/monetization and pledging/margin accounts for directors/officers |
| Ownership Guidelines | 5x annual director retainer | Met | Rankin met the guideline as of 12/31/2024 |
| Section 16(a) filings | No delinquencies | N/A | CHDN reports compliance by directors/officers/10% holders |
Governance Assessment
- Board effectiveness and independence: Rankin serves as independent Chair, with the CEO role separated; independent directors hold executive sessions after each Board meeting and conduct annual CEO performance evaluations, supporting strong oversight and accountability .
- Committee engagement: Rankin chairs the Board and Executive Committee and is ex officio on other committees; the Audit Committee explicitly lists him as ex officio, reinforcing cross-committee visibility without overconcentration of voting power .
- Attendance and engagement: Board met 4 times in 2024; all directors met at least the 75% attendance threshold, and all attended the 2024 annual meeting, indicating baseline engagement .
- Compensation alignment: Director pay structure is stable year-over-year; Rankin’s 2024 mix combines cash ($235,000) and annual equity ($155,000) with one-year vesting, and he meets the 5x ownership guideline; anti-hedging and anti-pledging policies bolster alignment .
- Conflicts/related-party exposure: CHDN discloses standard transactions (tickets, suites) and directors’ horse ownership under regulatory oversight; aside from a repurchase from a significant shareholder affiliate (TDG), no related-party transactions were identified since Jan 1, 2024; CHDN reports no pledges of Common Stock .
RED FLAGS
- None disclosed regarding Rankin’s attendance, hedging/pledging, or related-party transactions. Industry interlocks (The Jockey Club, thoroughbred operations, insurance/trust companies) are noteworthy but not flagged by CHDN; Audit Committee reviews related person transactions and reported none for the period .
Watch items
- Mandatory retirement policy at 72 suggests a medium-term succession consideration for Board leadership (Rankin age 69) .
- Minor discrepancy between RSU counts in ownership footnote (49,232) and year-end RSU tally (49,801) likely reflects timing/cut-off differences; monitor future proxies for reconciliations .