Damon E. Schramm
About Damon E. Schramm
Independent director at Canterbury Park Holding Corporation (CPHC) since October 5, 2022; age 57. Currently Vice President – General Counsel at Togetherwork (since August 2022). Prior roles include senior legal leadership across gaming, e-commerce, and interactive retail; education includes B.A. (University of Minnesota–Duluth), J.D. (William Mitchell College of Law), and LL.M. in Securities & Financial Regulation (Georgetown University Law Center). Brings expertise in gaming operations and strategy, M&A, and public company governance and securities reporting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Togetherwork (private) | Vice President – General Counsel | Aug 2022–present | Corporate legal leadership; software/payments domain relevance |
| KASA Holdings, LLC (private) | Interim General Counsel | Aug 2021–Aug 2022 | Specialty e-commerce; transition/risk oversight |
| Lathrop GPM (law firm) | Counsel | Dec 2020–Aug 2021 | Corporate transactions; public company reporting familiarity |
| Bite Squad | Chief Legal & Administrative Officer | 2017–Feb 2019 | Restaurant delivery; scaled to acquisition by Waitr (NASDAQ: ASAP) |
| Waitr Holdings (NASDAQ: ASAP) | Chief Legal Officer | Feb 2019–May 2020 | Post-merger integration; public company compliance |
| Evine Live (NASDAQ: EVLV) | SVP, General Counsel & Corporate Secretary | 2015–2017 | Multiplatform commerce; governance and securities |
| Lakes Entertainment (NASDAQ: LACO → GDEN) | VP, General Counsel & Corporate Secretary | 2005–2015 | Casino gaming; merger execution experience |
| Gray Plant Mooty (now Lathrop GPM) | Partner | Prior to 2005 | Corporate law with finance/M&A focus |
External Roles
| Organization | Position | Start | Relevance |
|---|---|---|---|
| Togetherwork (private) | Vice President – General Counsel | Aug 2022 | Software/payments legal leadership; no related-party transactions with CPHC disclosed |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Determined independent under Nasdaq standards |
| Committee assignments | Compensation Committee (member); Governance Committee (member) |
| Committee chairs | Not a current chair (Compensation Chair: Carin J. Offerman; Governance Chair: John S. Himle; Audit Chair: Mark Chronister) |
| Committee activity (2024) | Audit: 4 meetings; Compensation: 2; Governance: 2 |
| Attendance | Each current director attended ≥75% of Board and applicable committee meetings in 2024; all directors attended 2024 annual meeting |
| Board leadership | Combined Chair/CEO (R. Sampson); Lead Independent Director (Carin J. Offerman) with defined authorities (agenda input, executive sessions, liaison role) |
| Executive sessions | Board meetings “generally included” executive sessions without non-independent directors and management |
Fixed Compensation
| Component | Program Detail | Schramm 2024 Amount |
|---|---|---|
| Board cash retainer | $30,000 annual cash retainer for non-employee directors | $30,000 (implied within total) |
| Committee retainers | Audit member: $8,000; Compensation member: $4,000; Governance member: $4,000; Committee chairs: +$4,000; Lead Independent Director: +$4,000 | $8,000 (Compensation + Governance member fees) → $38,000 total cash |
| Meeting fees | Not separately paid; compensation via retainers | Included in retainers |
2024 director cash compensation totals: Schramm $38,000; director equity grant fair value: $40,000 .
Performance Compensation
Non-employee director equity is delivered as deferred stock (time-based), not tied to performance metrics.
| Grant Date | Form | Shares/Calculation | Grant-Date Fair Value | Vesting | Delivery/Restrictions |
|---|---|---|---|---|---|
| June 6, 2024 | Deferred stock | Fixed at $40,000 ÷ grant-date FMV = 1,789 shares | $40,000 | Vests at 2025 Annual Meeting if service continues | Delivered one year after vesting; shares may not be sold before the second anniversary of the grant date unless otherwise determined by the Board |
2024 director equity compensation for Schramm: $40,000 fair value; 1,789 deferred shares granted June 6, 2024 with the above vest/delivery terms .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Prior public company directorships | None disclosed; prior roles were management/legal at public companies (Waitr/ASAP, Evine Live/EVLV, Lakes Entertainment/LACO) |
| Interlocks/conflicts | No related-party transactions involving Schramm disclosed since the beginning of 2024 |
Expertise & Qualifications
- Legal/gov: Corporate governance, securities reporting, M&A; LL.M. in Securities & Financial Regulation (Georgetown) .
- Industry: Deep gaming operations/strategy; e-commerce and interactive retail exposure .
- Education: B.A. (UM–Duluth); J.D. (William Mitchell); LL.M. (Georgetown) .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Notes |
|---|---|---|---|
| Damon E. Schramm | 3,951 | <1% | Includes 3,092 shares deemed beneficially owned via right to acquire within 60 days of April 10, 2025; directors as of 12/31/24 held deferred stock awards for 3,092 shares each |
Additional alignment and trading policies:
- Insider trading policy prohibits hedging and monetization transactions (effective Oct 2023), short sales, margin transactions, and trading in derivatives; imposes a six-month minimum hold on open-market purchases .
- Director deferred stock award structure (annual) aligns pay with equity; sale restrictions until two years after grant date (unless otherwise determined) .
Governance Assessment
- Independence and committees: Independent director serving on Compensation and Governance—positions that influence pay design, board composition, and ESG/community oversight; no chair roles currently—limits direct agenda-setting power at committee level .
- Engagement: Met ≥75% attendance threshold in 2024; board holds regular executive sessions and maintains a Lead Independent Director with strong authorities, mitigating combined Chair/CEO structure .
- Pay alignment: Balanced director mix—$38k cash and $40k time-based equity with sale/deferral restrictions; no meeting fees that could incent excessive activity .
- Ownership: Holds 3,951 shares (<1%), including 3,092 acquirable within 60 days—consistent with small-cap norms but relatively modest “skin in the game” by absolute amount; no pledging disclosed .
- Conflicts/related parties: None disclosed; Audit Committee oversees related-party reviews; Code of Conduct prohibits conflicts, and policy framework addresses hedging/derivatives .
- Shareholder signals: Prior say‑on‑pay support at 95.7% (2022) indicates broad investor alignment with pay design; board recommends triennial say‑on‑pay frequency, emphasizing stability and engagement between votes .
RED FLAGS: None specifically tied to Schramm disclosed (no related‑party transactions; Section 16(a) delinquency noted for the CEO, not Schramm) .