Eduard Berger
CENTURY CASINOS INC /CO/About Eduard Berger
Independent director of Century Casinos, Inc. since February 2018; age 56. Graduate of the Austrian Business School in Vienna (1987). Over 30 years in international banking, equity sales, corporate finance and asset management; currently serves on CNTY’s Audit Committee and Governance & Nominating Committee and is classified as independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deutsche Bank (Austria) | Built Austrian equity business | 1990–2000 | Led development of Austrian equity brokerage |
| UniCredit Group | Managing Director; led European Equity Sales | 2000–2008 | Member of Board of Creditanstalt INM AG (equity brokerage unit) |
| Credit Agricole-Cheuvreux (Austria) | CEO of Austrian operation | 2008 | Ran leading European brokerage’s Austrian unit |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wiener Privatbank SE | Partner; Member of Executive Board | 2011–Present | Private bank in Vienna (private banking, asset/wealth mgmt, brokerage, real estate) |
| Matejka & Partner (Wiener Privatbank Asset Mgmt unit) | Board member | 2011–Present | Asset management subsidiary board role |
Board Governance
- Committees: Audit Committee member; Governance & Nominating Committee member; not a committee chair (all chairs are Gottfried Schellmann) .
- Independence: Listed as independent under Nasdaq and SEC rules .
- Attendance: Board held no formal meetings in 2024; all Board members attended the four Audit Committee meetings. Each director attended all committee meetings of which they were a member; all directors attended the 2024 Annual Meeting .
- Re‑nomination: Nominated (Class I) for re‑election in 2025 for a term expiring at the 2028 Annual Meeting; continuous service since 2018 .
- Lead Independent Director: None appointed given small Board size and majority independence .
- Risk oversight: Audit Committee oversees risk management incl. IT/cyber; reviews related party transactions .
Fixed Compensation
| Component (Outside Director) | Amount | 2024 Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Standard retainer for outside directors |
| Equity grant (RSUs) | $10,000 equivalent | Paid in cash in lieu of 2024 RSU grant pending plan approval |
| Committee chair fee | $20,000 | Audit chair only; not applicable to Berger |
| Gaming application fee | $2,000 per application | Paid per application completed (amounts not itemized per director) |
| Total 2024 fees earned (Berger) | $50,000 | Includes cash in lieu of RSU grant |
Performance Compensation
| Equity Element | Grant Timing | Vesting | 2024 Action |
|---|---|---|---|
| Director RSUs | Typically March after 10‑K | 100% on first anniversary of grant date | Not granted; $10,000 cash substitute paid |
Directors did not receive stock options or RSUs in 2024; compensation committee left director program unchanged for 2024/2025 . RSU grants are time‑based for directors (no disclosed performance metrics) .
Other Directorships & Interlocks
- No other U.S. public company directorships disclosed. Current executive/board roles at Wiener Privatbank SE and Matejka & Partner (Austria). No related‑party transactions disclosed involving Berger; Audit Committee reviews/approves related-party transactions and listed approvals for Co‑CEO-related entities only .
Expertise & Qualifications
- Banking and capital markets: Equity brokerage build-out, European equity sales leadership; CEO experience in brokerage operations .
- Governance: Service on Audit and Governance & Nominating Committees; Board re‑nomination reflects fit versus selection criteria (integrity, business acumen in casino industry, ability to attend and engage, lack of conflicts) .
- Technology/cyber oversight via Audit Committee’s remit (IT/cyber risk) .
Equity Ownership
| Holder | Common Stock | Options Exercisable (≤60 days) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Eduard Berger | 1,357 | 25,000 | 26,357 | <1% |
- Shares pledging/hedging: Officers and directors prohibited from hedging and from pledging except limited CFO‑approved exceptions; no pledging disclosed for Berger .
- Ownership guidelines: Executive stock ownership guidelines disclosed; plan-level clawback applies to all equity awards (including director grants). No director-specific ownership guidelines disclosed .
Governance Assessment
- Strengths: Independent status; dual committee memberships (Audit; Governance & Nominating); 100% committee attendance; re‑nomination supported by selection criteria; strong finance background aligns with audit oversight; hedging/pledging prohibitions and clawback on equity bolster alignment .
- Alignment: Modest equity exposure (1,357 shares + 25,000 options), total <1% ownership; director compensation modest ($50k) with typical equity program as time‑based RSUs, supporting long-term alignment without excessive risk .
- Watch items: External banking roles (Wiener Privatbank SE; Matejka & Partner) could create potential financing interlocks if the bank becomes a lender or underwriter to CNTY; no such related-party transactions are disclosed—continue monitoring 8‑K filings and future proxies for any such transactions .
- Board process signals: Board conducted approvals by unanimous written consent in 2024; absence of formal board meetings may raise engagement questions but mitigated by full committee attendance and majority independent committee structures .
- Say‑on‑pay (context for governance quality): Executive compensation support >87% over last three annual meetings—indirectly supportive of governance credibility and investor confidence .