Carin J. Offerman
About Carin J. Offerman
Carin J. Offerman, age 76, has served on Canterbury Park Holding Corporation’s Board since 1994 and has been the Lead Independent Director since October 2019. She is currently engaged in private investment activities and brings investment banking/finance expertise and deep industry knowledge in horse racing and related associations. The Board has determined she is independent under Nasdaq standards and an SEC-designated “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Offerman & Company (regional investment bank/broker-dealer) | President & CEO | 1997–2000 | Led a regional investment bank and retail broker-dealer, indicating capital markets and governance experience |
| Offerman & Company | Executive Vice President | 1990–1997 | Senior leadership across finance and operations |
| Offerman & Company | Registered representative; Sales retail manager | ~1984–1990 | Front-line sales and client-facing financial services roles |
| Minnesota Thoroughbred Association | Board Member; President | Board: 1993–1996; President: 1993–1994 | Direct industry governance experience in thoroughbred racing |
| Minnesota Racing Commission Breeders Fund Advisory Board | Chair | 2003–2017 | Long-tenured chair role overseeing breeder fund governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Private investments | Private investor | Current | Engaged in private investment activities |
| Horse ownership/breeding | Owner and breeder | Various | Licensed as a horse owner in MN, IA, NE; industry ties relevant to Canterbury’s racing operations |
Board Governance
- Roles: Lead Independent Director (appointed Oct 2019) with responsibilities including scheduling and chairing independent director meetings, serving as liaison with the Board Chair/management, presiding when the Chair is absent, and acting Board Chair if needed.
- Independence: Determined independent by the Board under Nasdaq standards; designated “audit committee financial expert.”
- Committee assignments (2024): Compensation Committee Chair; Audit Committee member. Compensation Committee held 2 meetings; Audit Committee held 4 meetings.
- Board meeting cadence and attendance (2024): 5 regular Board meetings; all directors attended ≥75% of Board/committee meetings and attended the 2024 Annual Meeting.
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board cash retainer | 30,000 | Non-employee director retainer |
| Audit Committee member retainer | 8,000 | Annual cash retainer for members |
| Compensation Committee member retainer | 4,000 | Annual cash retainer for members |
| Governance Committee member retainer | 4,000 | Annual cash retainer for members |
| Committee chair additional retainer | 4,000 | Additional annual retainer for each committee chair |
| Lead Independent Director additional retainer | 4,000 | Additional annual retainer |
| 2024 Director Compensation (Offerman) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 50,000 |
| Stock Awards | 40,000 |
| Total | 90,000 |
Performance Compensation
- Equity form and structure: Deferred stock awards under the Stock Plan; Compensation Committee determines form and shares before each annual meeting. Deferred stock vests one year after grant if the director continues to serve through the next annual meeting; shares may not be sold before the second anniversary of grant unless the Board determines otherwise.
| Equity Award Terms (2024 and 2025) | Detail |
|---|---|
| 2024 grant decision | Compensation Committee approved $40,000 deferred stock for non-employee directors elected at 2024 Annual Meeting |
| Grant date | June 6, 2024 |
| Shares granted (Offerman) | 1,789 shares of deferred stock |
| Vesting | Vest on the date of the 2025 Annual Meeting (June 5, 2025) |
| Delivery | Shares delivered one year after vesting date |
| Sale restriction | Not sellable before the second anniversary of grant unless otherwise determined by the Board |
| 2025 grant framework | $40,000 deferred stock at 2025 Annual Meeting; shares equal $40,000 divided by FMV on grant date; same vest/delivery/restrictions |
No performance-conditional metrics (e.g., TSR, EBITDA) are attached to director equity grants; awards are time-based deferred stock per plan terms.
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Offerman in the biography and proxy |
| Non-profit/industry boards | Minnesota Thoroughbred Association; MN Racing Commission Breeders Fund Advisory Board (historical) |
| Interlocks with competitors/suppliers/customers | Not disclosed |
Expertise & Qualifications
- Financial and capital markets expertise: Former President & CEO and EVP of a regional investment bank/broker-dealer; designated “audit committee financial expert.”
- Industry experience: Extensive horse industry involvement (owner/breeder; association leadership), relevant to Canterbury’s racing operations.
- Governance credentials: Long board tenure since 1994; Lead Independent Director since 2019 with defined responsibilities to strengthen independent oversight.
Equity Ownership
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Beneficial ownership (shares) | 112,245 | 114,034 |
| Percent of class | 2.3% | 2.3% |
| Shares acquirable within 60 days | 2,681 | 3,092 |
| Shares outstanding (reference) | — | 5,045,988 (as of April 10, 2025) |
- Section 16 compliance: Company states all directors/officers met filing requirements in 2024, except one late Form 4 for the CEO; no late filings indicated for Offerman.
- Hedging/pledging: Insider Trading Policy prohibits hedging/monetization, short selling, margin transactions, and trading derivatives; minimum 6-month hold for open market purchases.
Governance Assessment
- Board effectiveness: Offerman’s dual role as Lead Independent Director and Compensation Committee Chair, plus Audit Committee membership, positions her at the center of independent oversight on pay and financial reporting; meeting cadence/attendance in 2024 supports engagement (Board: 5; Audit: 4; Comp: 2; Governance: 2; directors attended ≥75% and the 2024 Annual Meeting).
- Independence and skills: Board affirms her independence and financial literacy; designation as “audit committee financial expert” is a positive signal for investor confidence.
- Pay and alignment: 2024 compensation balanced between cash ($50k) and time-based deferred stock ($40k) with multi-year sale restrictions, aligning director incentives with shareholder outcomes without short-term performance gaming.
- Potential conflicts: Her longstanding horse industry ties are relevant to Canterbury’s racing business. The Board’s independence determination and Audit Committee oversight of related-party approvals mitigate perceived conflict risk; no related-party transactions with Offerman are disclosed.
- Risk indicators: No delinquent Section 16 reports indicated for Offerman; company prohibits hedging, short selling, margin transactions, and derivative trading, reducing misalignment risk.
RED FLAGS to monitor: Combined Chair/CEO structure (mitigated by Lead Independent Director role held by Offerman); any future related-party transactions linked to racing industry affiliations should be scrutinized through Audit Committee processes.