Gottfried Schellmann
CENTURY CASINOS INC /CO/About Gottfried Schellmann
Independent director since January 1997 (age 71), University of Vienna Law graduate and Certified Tax Advisor in Austria; extensive background in international taxation, risk management, and oversight, including partner roles at KPMG and boutique advisory work, with current external governance leadership as audit committee chair on the supervisory board of the Austrian Academy of Sciences (elected 2022). Tenure on CNTY’s board: ~28 years, designated Nasdaq/SEC independent and Audit Committee Financial Expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG Germany | Tax & Accounting Manager | Pre-1993 (prior roles) | Tax/accounting leadership |
| Schellmann & Partner | Founder | 1993–1999 | Specialized tax/accounting for provinces/municipalities; sold to KPMG |
| KPMG | Partner | 1999–2008 | International tax oversight |
| Confederation Fiscale Europeenne (Brussels) | Representative, Chair Indirect Tax, Chair Tax Committee, Vice President | 1994–2014 | EU tax policy leadership (Rep 1994–2004; Indirect Tax Chair 2005–2008; Tax Committee Chair 2009–2012; VP 2013–2014) |
| Mueller & Schellmann | Partner | 2009–present | Boutique tax advisory co-founder/partner |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Austrian Academy of Sciences | Supervisory Board Member; Audit Committee Chair | 2022 | Governance oversight; audit leadership |
| Worshipful Company of Tax Advisors (London) | Member | N/A | Professional guild membership |
Board Governance
- Committee leadership: Chairs Audit, Compensation, and Governance & Nominating committees; all three committees composed entirely of independent directors; designated Audit Committee Financial Expert.
- Independence, engagement, and attendance: Board classified majority independent; all directors attended the 2024 Annual Meeting and each director attended all committee meetings for which they served.
- Meeting cadence: Board held no formal meetings in 2024; governance conducted via four Audit Committee meetings, two Compensation Committee meetings (plus five unanimous written consents), and Governance & Nominating actions via unanimous written consent (two resolutions).
- Risk oversight: Audit Committee leads risk oversight including IT/cybersecurity, internal controls, gaming compliance, SEC disclosure reviews, and related-party transactions.
- Board leadership: No lead independent director due to small board size (5 directors); combined Chair/Co-CEO structure offset by independent committee composition.
| Committee | Role | Meeting Activity (2024) | Key Responsibilities |
|---|---|---|---|
| Audit | Chair | 4 meetings | Auditor selection and independence, internal controls, risk (incl. cybersecurity), gaming compliance, Code of Ethics, SEC disclosures, related-party transaction reviews |
| Compensation | Chair | 2 meetings; 5 unanimous written consents | Executive/director pay design, incentive/equity plans, succession planning, charter and self-evaluation |
| Governance & Nominating | Chair | 2 resolutions via unanimous written consent | Governance principles, director criteria/selection, board/committee composition and evaluations, stockholder nominations |
Fixed Compensation
- Outside director cash retainer: $40,000; Audit Committee Chair retainer: $20,000; 2024 equity replaced with $10,000 cash in lieu of RSUs; plus $2,000 per gaming application completed.
- 2024 director compensation (Schellmann): Fees earned/paid in cash $70,000 (includes $10,000 cash in lieu of RSUs).
| Year | Cash Retainer | Audit Chair Fee | Cash in Lieu of RSU | Meeting/Application Fees | Total |
|---|---|---|---|---|---|
| 2024 | $40,000 | $20,000 | $10,000 | $2,000 per gaming application (count not disclosed) | $70,000 |
Performance Compensation
- Director equity program mechanics: RSUs traditionally granted annually in March post-10-K; grant date fair value $10,000; vest 100% on first anniversary. In 2024, RSUs were not granted pending shareholder approval of the amended 2016 Plan; equivalent value paid in cash.
- Options: As of December 31, 2024, Schellmann held 25,000 options, all exercisable; no director options or RSUs were granted in 2024.
| Element | Grant/Terms | Vesting | 2024 Action |
|---|---|---|---|
| Annual RSU grant (Outside Directors) | Typically March; $10,000 fair value | 100% at 1-year | Not granted; $10,000 cash paid instead |
| Stock options (legacy) | 25,000 held (all exercisable at 12/31/2024) | N/A (fully exercisable) | No new grants in 2024 |
Other Directorships & Interlocks
| Company/Entity | Public Company? | Role | Potential Interlock with CNTY |
|---|---|---|---|
| Austrian Academy of Sciences | No (public-law entity) | Supervisory Board; Audit Chair | None disclosed |
| Worshipful Company of Tax Advisors | No | Member | None disclosed |
No other U.S.-listed public company directorships were disclosed in the proxy for Mr. Schellmann.
Expertise & Qualifications
- Certified Tax Advisor; deep international tax and audit oversight credentials; extensive EU tax leadership roles; boutique advisory partner since 2009.
- Designated Audit Committee Financial Expert; risk oversight experience including cybersecurity and regulatory compliance.
- Board qualifications cited by CNTY: international taxation, risk management, oversight, and general executive management experience.
Equity Ownership
- Beneficial ownership (April 28, 2025): 85,357 common shares; plus 25,000 options exercisable; total beneficial 110,357; less than 1% of outstanding shares (30,682,603).
- Address of record for Schellmann: Untere Viaduktgasse 2, 1030 Vienna, Austria.
- Hedging/pledging: Company policy prohibits officers and directors from hedging or pledging CNTY stock (with limited pre-approved exceptions); no pledging by Schellmann disclosed.
| Holder | Common Shares | Options (exercisable within 60 days) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Gottfried Schellmann | 85,357 | 25,000 | 110,357 | <1% |
Governance Assessment
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Strengths
- Independence and expertise: Independent director and Audit Committee Financial Expert, chairing all three key committees; strong attendance and active committee work.
- Policy architecture: Robust hedging/pledging prohibitions for directors; clawback policy for equity awards (including director awards under the 2016 Plan).
- RPT oversight: Audit Committee reviews and approves related-party transactions, including management agreements with entities associated with Co-CEOs.
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Watch items
- Board cadence and process: The board held no formal meetings in 2024, relying on committee meetings and unanimous written consents—an efficiency choice but a potential signal of limited full-board deliberation in a challenging year.
- Concentration of committee chairs: One independent director chairs Audit, Compensation, and Governance, which can streamline oversight but may concentrate governance authority and workload.
- Equity alignment dip in 2024: RSUs to directors were replaced with cash due to plan timing; while temporary, it reduced equity-based alignment in a year of stock pressure.
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Potential conflicts/related-party exposure
- Management agreements with entities beneficially owned by Co-CEOs (Flyfish, Focus) entail material fees and change-of-control/severance constructs; Audit Committee reviews such transactions—ongoing monitoring is warranted.
RED FLAG: No formal board meetings in 2024, with governance executed via committee activity and written consents; investors may scrutinize board-level engagement amid net loss and impairment events.
RED FLAG: Temporary shift to cash in lieu of director RSUs reduces pay-for-performance equity exposure for 2024.