Dinah Corbaci
CENTURY CASINOS INC /CO/About Dinah Corbaci
Independent director of Century Casinos, Inc. (CNTY); age 70 as of April 28, 2025; on the Board since April 2000. Holds a Doctorate in Law from the University of Salzburg (1981). Career spans IBM (1984–2009) in large public-sector account management and software solutions, followed by managing director of Dinah Corbaci Consulting for Information Technology (2009–2017; retired June 2017). Core credentials include e‑business solutions, transactions with governmental authorities, risk management, oversight, and general executive management experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBM (Austria) | Account Manager for large governmental customers; Software Account Manager for Software and Solutions | 1984–2009 | Strategic hardware development, application modernization, compliance for public-sector clients |
| Dinah Corbaci Consulting for Information Technology | Managing Director | Aug 2009–Jun 2017 (retired) | Consulting leadership; risk management and oversight experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | — | — | No other public company directorships disclosed in CNTY’s proxy |
| Non‑profit/academic/private boards | — | — | Not disclosed |
Board Governance
- Independence: Independent under Nasdaq and SEC rules; the Audit, Compensation, and Governance & Nominating Committees are composed entirely of independent directors .
- Tenure and re‑nomination: Director since April 2000; nominated in 2025 to serve a three‑year term expiring at the 2028 Annual Meeting .
- Attendance and engagement: “Each director attended all committee meetings” in 2024; all directors attended the 2024 Annual Meeting . Board held no formal meetings in 2024; resolutions approved by unanimous written consent on three occasions .
- Board leadership: No lead independent director due to small board size (3 of 5 directors independent) .
| Committee | Membership | Chair Role | Key Responsibilities | 2024 Meetings/Actions | Attendance |
|---|---|---|---|---|---|
| Audit | Member | Not Chair | Oversees independent auditor, internal controls, risk management including IT/cybersecurity, gaming compliance, related‑party reviews | 4 meetings | Attended all committee meetings |
| Compensation | Member | Not Chair | Sets executive pay, goals, equity plans, succession planning, reviews CD&A; may use independent consultants | 2 meetings; 5 unanimous written consents | Attended all committee meetings |
| Governance & Nominating | Member | Not Chair | Governance principles, board/committee composition, nominations, board/committee evaluations; no external consultants used in 2024 | Approved 2 resolutions by unanimous consent | Attended all committee meetings |
RED FLAG: The Board held no formal meetings in 2024, relying on committee meetings and unanimous written consents, which may limit full‑board deliberation frequency .
Fixed Compensation
| Component | 2024 Program Terms | 2024 Amount (Corbaci) |
|---|---|---|
| Annual cash retainer (Outside Directors) | $40,000 | $50,000 total fees earned or paid in cash (includes $10,000 cash in lieu of RSUs) |
| Committee chair fee (Audit) | +$20,000 (paid to chair) | Not applicable (not chair) |
| Equity grant (Outside Directors) | RSUs grant‑date fair value $10,000; typically granted in March; 100% vest on first anniversary | Paid $10,000 cash in lieu of RSUs in 2024 (pending equity plan approval) |
| Meeting/application fees | $2,000 per gaming application completed | Not separately disclosed in totals |
| Program changes | No changes to director compensation program for 2024 or 2025 | — |
Performance Compensation
| Instrument | Metric | Terms | 2024 Status |
|---|---|---|---|
| Director RSUs | Time‑based (no performance metrics) | Granted annually in March; 100% vest at 1 year | Not granted; $10,000 cash paid in lieu of RSUs |
No performance‑based director compensation metrics were disclosed for Outside Directors in 2024 .
Other Directorships & Interlocks
| Company | Role | Committee Positions | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Corbaci |
- Compensation Committee interlocks: Compensation Committee members (Schellmann, Corbaci) were not current or former officers; no interlocks identified (none of CNTY’s executive officers served as a director or comp committee member of another entity whose executive officers served on CNTY’s Compensation Committee) .
Expertise & Qualifications
- Doctorate in Law (University of Salzburg, 1981) .
- 25+ years experience with public‑sector technology accounts: strategic hardware, software modernization, regulatory compliance .
- Risk management and oversight skills; executive management experience; e‑business solutions expertise .
Equity Ownership
| Holder | Common Stock | Options Exercisable (or vesting within 60 days) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Dinah Corbaci | 32,657 | 25,000 | 57,657 | <1% |
| Shares Outstanding (as of Apr 28, 2025) | — | — | 30,682,603 | — |
| Notes | — | All 25,000 director options were exercisable at 12/31/2024 | Beneficial ownership includes exercisable options under Rule 13d‑3(d) | Hedging/pledging prohibited for officers and directors (limited exceptions with CFO pre‑approval) |
Governance Assessment
-
Strengths:
- Independence and multi‑committee engagement (Audit, Compensation, Governance & Nominating) with full attendance in 2024 .
- Audit Committee mandate includes IT/cybersecurity risk oversight and related‑party transaction review, supporting risk governance .
- Robust governance policies: hedging/pledging prohibitions, clawback policy implemented in line with SEC/Nasdaq rules, and equity plan features prohibiting option repricing without shareholder approval .
- Shareholder support: Say‑on‑Pay received over 87% approval at recent Annual Meetings, indicating general investor alignment on compensation structure .
-
Watch items / potential red flags:
- Board did not hold formal meetings in 2024, relying on committee meetings and written consents; may constrain comprehensive board‑level deliberation cadence .
- Ownership alignment: 2024 paused director RSU grants (paid $10,000 cash in lieu), modest equity exposure for Outside Directors; consider resuming equity grants to strengthen alignment .
- No lead independent director, which could limit independent board leadership in a small board structure, though three of five directors are independent .
-
Related‑party/conflicts:
- No related‑party transactions disclosed for Corbaci; Audit Committee reviews and approves related‑party transactions, with 2024 approvals focused on agreements involving co‑CEOs’ entities (Flyfish; Focus) .