William Mudd
Churchill DownsAbout William Mudd
William E. Mudd, age 53, is President and Chief Operating Officer of Churchill Downs Incorporated (CHDN) since October 2015, after serving as President & CFO (Aug 2014–Oct 2015) and EVP & CFO (Oct 2007–Aug 2014) . Prior to CHDN, he held senior finance roles at General Electric across Water & Process Technologies, Consumer & Industrial EMEA, and GE FANUC (2002–2007) . Under CHDN’s leadership team, 2024 delivered record net revenue ($2.7B), net income ($426.8M), and Adjusted EBITDA ($1.159B) , with five‑year total shareholder return of 97.6% vs. Russell 1000 at 94.9% and S&P 500 at 97.0% ; from 2019 to 2024, stock price rose 95% ($68.60 → $133.54), EPS increased 230% (to $5.68), and Adjusted EBITDA grew 157% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Churchill Downs Incorporated | President & COO | Oct 2015–present | Senior operations leadership across racing, HRM, wagering, and gaming segments |
| Churchill Downs Incorporated | President & CFO | Aug 2014–Oct 2015 | Finance leadership through growth and diversification initiatives |
| Churchill Downs Incorporated | EVP & CFO | Oct 2007–Aug 2014 | Corporate finance, capital allocation and development support |
| GE Infrastructure (Water & Process Technologies) | CFO, Global Commercial & Americas P&L | 2006–Oct 2007 | Business unit financial leadership |
| GE Consumer & Industrial (EMEA) | CFO, Supply Chain/IT/Technology Finance | 2004–2006 | Regional finance leadership in EMEA |
| GE FANUC | Manager, Global FP&A & Business Development | 2002–2004 | Global FP&A and BD leadership |
External Roles
| External board or role | Status |
|---|---|
| Public company directorships / external roles | Not disclosed in the proxy |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,100,000 | 1,184,615 | 1,230,462 |
| Target Annual Bonus (% of salary) | 125% | 125% | 125% |
| Target Annual Bonus ($) | 1,375,000 | 1,480,769 | 1,545,000 |
| Actual Annual Bonus ($) | 2,113,585 | 1,824,405 | 2,305,298 |
Performance Compensation
Executive Annual Incentive Plan (EAIP) – 2024
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Adjusted EBITDA | 75% | $1,088.9M | $1,159.2M | 132.3% of component (99% of total target award) |
| Strategic/Qualitative goals | 25% | Pre-set annual objectives | Above target (Terre Haute, The Rose, Paddock project, capital management, ESG, talent) | 200% of component (50% of total target award) |
| Total EAIP payout | — | — | — | 149% of target (Mudd actual $2,305,298) |
Long-Term Incentives (ELTI) – 2024 Grants and Design
| Award | Shares (#) | Grant-date Fair Value ($) | Vesting / Performance |
|---|---|---|---|
| RSUs | 12,198 | 1,500,354 | Pro-rata vesting one‑third on 12/31/2024, 12/31/2025, 12/31/2026 |
| PSUs (target) | 12,196 | 1,405,223 | 50% 2‑yr cumulative Adjusted EBITDA (2024–2025); 50% 3‑yr cumulative Cash Flow (2024–2026); TSR modifier ±25% vs Russell 1000 (2024–2026) |
PSU Outcomes – 2022 Performance Cycle (Paid Feb 2025)
| Item | Detail |
|---|---|
| Performance result | 200% of target on both 2‑yr Adjusted EBITDA and 3‑yr Cash Flow; TSR modifier neutral |
| Mudd PSU payout | 26,736 PSUs (200% of 13,368 target) |
| Settlement | Committee offered cash settlement; paid using $123.27 per share on 2/6/2025 (Mudd accepted cash) |
Equity Ownership & Alignment
Beneficial Ownership and Unvested Awards
| Measure | Amount |
|---|---|
| Beneficial ownership (shares) | 681,308 |
| Percent of shares outstanding | 0.93% |
| Unvested RSUs at 12/31/2024 | 107,102 |
| Unvested PSUs (target) at 12/31/2024 | 24,206 |
| Upcoming vesting (service/2018 awards) | 94,966 (10/30/2025); 13,479 (12/31/2025); 9,475 (12/31/2026); 5,409 (12/31/2027) |
| Next PSU performance period vestings | 12,010 (12/31/2025); 12,196 (12/31/2026) |
| Options outstanding | None |
Ownership Policies and Risk Controls
- Executive stock ownership guideline: 4x base salary for President & COO; Mudd in compliance .
- Anti‑hedging and anti‑pledging: Hedging/monetization banned; directors/officers prohibited from pledging or margin accounts .
- Company notes no known pledges of common stock or arrangements that may result in change of control .
- Clawback: Mandatory recoupment of incentive compensation for 3 fiscal years in the event of material restatement; recovery of excess incentive-based pay .
Employment Terms
Severance and Change-of-Control Economics (as of 12/31/2024)
| Scenario | Cash Severance | Equity Treatment | Total Benefits |
|---|---|---|---|
| Involuntary or good‑reason termination | $5,722,570 | Continued vesting of RSUs; PSUs continue pro‑rated to end of performance period at target | $21,637,066 (incl. equity $15,914,496) |
| Death or Disability | $1,545,000 (pro‑rata bonus at target) | Accelerated RSUs; PSUs continue pro‑rated to end of performance period at target | $17,459,496 (incl. equity $15,914,496) |
| CIC (no termination) | $0 | No vesting without termination | $0 |
| Involuntary or good‑reason within 2 years of CIC | $7,113,070 | 100% vesting of unvested RSUs and PSUs (based on to‑date performance) | $24,647,940 (incl. equity $17,534,870) |
Key terms:
- Severance multiple: 1.5x salary + target bonus; CIC double‑trigger increases to 2x .
- Non‑solicit: 2‑year prohibition on soliciting CHDN employees/customers post‑termination .
- No excise tax gross‑up; payments cut below 280G threshold unless net‑of‑tax better without cut .
- Equity plan (2025 Omnibus) disallows option/SAR repricing and pays no dividends/equivalents on unearned awards; change‑in‑control treatment uses standard double‑trigger mechanics .
Performance & Track Record
| Metric | 2019 | 2024 | Change |
|---|---|---|---|
| Stock Price ($) | 68.60 | 133.54 | +95% (split-adjusted) |
| Net Income ($M) | 140 (cont. ops) | 426.8 | +205% |
| Adjusted EBITDA ($M) | 451 | 1,159.2 | +157% |
| Diluted EPS ($) | 1.72 | 5.68 | +230% |
Selected 2024 execution highlights: opened Terre Haute Casino Resort (IN) and The Rose Gaming Resort (VA); completed Paddock Project for 150th Derby; strong segment Adjusted EBITDA growth; and extended NBC Derby agreement through 2032 . Cash from operations: $771.7M (+27.5% YoY) .
Compensation Governance and Peer Group
- Say‑on‑pay approval: ~98% support at 2024 annual meeting; program unchanged subsequently .
- Independent advisor: FW Cook; peer benchmarking and plan design support .
- 2024 compensation peer group: ALL, BYD, CZR, DKNG, FLTR, GLPI, MGM, PENN, RRR, LNW, WYNN .
Investment Implications
- Alignment: High at‑risk mix (EAIP + PSUs/RSUs) tied to Adjusted EBITDA and Cash Flow with TSR modifier; robust ownership guideline compliance and strict anti‑hedging/pledging reduce misalignment risk .
- Near‑term vesting/supply dynamics: Large RSU tranche vests Oct 30, 2025 (94,966 units) with additional service-based vesting in 2025–2027; PSUs conclude in 2025–2026, potentially increasing executive liquidity events, though 2022 PSUs were cash‑settled in Feb 2025, mitigating market selling pressure .
- Retention risk: Double‑trigger CIC protection, 1.5x–2x severance, ongoing multi‑year vesting schedules, and significant unvested equity reduce near‑term departure risk; 2‑year non‑solicit further protects CHDN .
- Governance quality: No option/SAR repricing, clawback in place, no excise gross‑ups, and strong say‑on‑pay support indicate shareholder‑friendly policies .