Mark Chronister
About Mark Chronister
Mark Chronister, age 73, is an independent director of Canterbury Park Holding Corporation (CPHC) who has served on the Board since October 1, 2020; he retired in 2007 as an audit partner after 34 years with PwC in Minneapolis and is designated an “audit committee financial expert” by the Board . He is independent under Nasdaq standards and currently chairs CPHC’s Audit Committee and serves on the Compensation Committee . In 2024, each director attended at least 75% of Board and applicable committee meetings, and all directors attended the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers (PwC), Minneapolis | Audit Partner (retired) | Retired 2007; 34 years at firm | Deep financial reporting and audit expertise; designated “audit committee financial expert” at CPHC |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hendrickson Institute of Ethical Leadership (St. Mary’s University of Minnesota) | Advisory Board Member | Current | Non-profit/academic board role |
| Artistry Theater and Visual Arts | Audit Committee Chair | Current | Non-profit; audit leadership role |
| Minnesota USA Expo 2027 | Board Treasurer | Current (disclosed in 2024 proxy) | Non-profit; finance oversight role |
Board Governance
- Committee assignments: Audit Committee Chair; member, Compensation Committee; not a member of the Governance Committee .
- Independence: The Board determined he is independent under Nasdaq listing standards .
- Attendance and engagement: In 2024, the Board held five regular meetings; the Audit Committee met four times; the Compensation Committee met two times; each director attended at least 75% of Board/committee meetings and the 2024 Annual Meeting; independent director executive sessions were held regularly .
- Audit Committee scope: Oversees auditor engagement, non-audit pre-approvals, financial reporting, internal controls, and auditor independence; Wipfli reports directly to the committee .
- Lead Independent Director: Carin J. Offerman; receives additional retainer and performs liaison/agenda duties .
Fixed Compensation
| Year | Cash Retainer ($) | Audit Comm. Member ($) | Compensation Comm. Member ($) | Committee Chair Fee(s) ($) | Other Cash Fees ($) | Cash Total ($) | Notes |
|---|---|---|---|---|---|---|---|
| 2023 | 30,000 | 8,000 | 4,000 | 4,000 (Audit Chair) | 10,000 (strategic initiatives) | 56,000 | Structure per director cash policy; Offerman was Lead Independent Director |
| 2024 | 30,000 | 8,000 | 4,000 | 4,000 (Audit Chair) | — | 46,000 | Offerman was Lead Independent Director |
- Director-specific 2024 total for Chronister: $46,000 cash; standard cash policy sums to $46,000 consistent with Audit Chair + committee service .
Performance Compensation
| Year | Equity Form | Grant Date | Shares Granted (#) | Grant Date Fair Value ($) | Vesting | Delivery / Holding |
|---|---|---|---|---|---|---|
| 2023 | Deferred Stock | June 5, 2023 | 1,303 | 30,000 | Vests 1 year after grant (on 2024 Annual Meeting) | Shares delivered 1 year after vest; sale restricted before 2nd anniversary of grant |
| 2024 | Deferred Stock | June 6, 2024 | 1,789 | 40,000 | Vests on date of 2025 Annual Meeting | Delivered 1 year from vesting; sale restricted before 2nd anniversary of grant |
- Equity awards are time-based deferred stock (no performance metrics tied to director equity); non-employee directors held no option awards at 12/31/2024 .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in CPHC proxy |
| Prior public company boards | None disclosed for Chronister |
| Non-profit/academic boards | Hendrickson Institute (Advisory Board), Artistry Theater (Audit Chair), Minnesota USA Expo 2027 (Treasurer) |
| Interlocks with CPHC competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- Financial expert: Identified by the Board as meeting SEC “audit committee financial expert” criteria; meets Nasdaq financial literacy/sophistication requirements .
- Professional background: 34-year PwC career culminating as audit partner (retired 2007), bringing substantial financial reporting and audit oversight expertise .
- Governance and risk: Active audit committee leadership; committee oversees financial reporting, internal controls, cybersecurity risk, and regulatory compliance .
Equity Ownership
| As-Of Date | Beneficial Ownership (Shares) | Percent of Class | Includes Right-to-Acquire Within 60 Days? | Notes |
|---|---|---|---|---|
| April 11, 2024 | 6,921 | * (<1%) | 2,681 shares | Deferred stock counted if acquirable within 60 days |
| April 10, 2025 | 8,710 | * (<1%) | 3,092 shares | Outstanding director deferred stock awards at 12/31/2024 totaled 3,092 shares; no option awards |
- Hedging/pledging: Hedging and monetization transactions are prohibited; short sales, margin transactions, and derivatives transactions are prohibited; minimum 6-month open-market hold; restrictions apply to all directors .
- Director stock award sale restrictions: Shares from deferred stock awards may not be sold before the second anniversary of grant .
Governance Assessment
- Strengths: Independent status; Audit Committee Chair and SEC-designated financial expert; consistent meeting attendance; equity pay with multi-year vesting/delivery and sale restrictions; robust anti-hedging/anti-pledging policy .
- Compensation alignment: 2023–2024 director total remained flat at $86,000 for Chronister while mix shifted toward equity (cash decreased from $56,000 to $46,000; equity increased from $30,000 to $40,000), improving alignment with shareholders .
- Shareholder sentiment: Prior say-on-pay support was strong at 95.7% in 2022, a positive governance signal (note: executive pay vote, not director-specific) .
- Conflicts/related parties: No related-party transactions since the beginning of 2024; Audit Committee oversees any such matters per charter; Minnesota law fairness standards referenced for any potential approvals .
- Risk indicators/red flags: None identified specific to Chronister—no options, no pledging, no related-party ties disclosed, and Section 16 filing timeliness issues in 2024 applied to the CEO (one late Form 4) and not to directors generally .
Director Compensation (Detail)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 56,000 | 30,000 | 86,000 |
| 2024 | 46,000 | 40,000 | 86,000 |
Notes: 2023 cash included a one-time $10,000 retainer for strategic growth initiatives; standard committee retainers and chair fees as disclosed .
Board Governance (Committee Activity Snapshot)
| Committee | Role | 2023 Meetings | 2024 Meetings | Notes |
|---|---|---|---|---|
| Audit | Chair (Chronister) | 4 | 4 | Auditor oversight, internal controls, risk |
| Compensation | Member | 3 | 2 | Oversees exec comp, equity plans, CEO succession risk |
| Governance | Not a member | 2 (committee) | 2 | Board composition, diversity policy, ESG/community oversight |
Related-Party Transactions and Policies
- Company disclosure: No related-party transactions since the beginning of 2024; Audit Committee reviews and approves potential conflicts; Code of Conduct prohibits conflict transactions .
- Policy framework: Minnesota law fairness/approval standards cited for conflict transactions reviewed by disinterested directors .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval: 95.7% approval at 2022 Annual Meeting; Board recommends triennial frequency for advisory votes; Proposal 3 (2025) seeks approval again .
- Implication: While not director pay, high support signals broader investor confidence in compensation governance at CPHC .
Potential Risks & Red Flags (Focused on Investor Confidence)
- Hedging/pledging/derivatives: Prohibited for directors, bolstering alignment .
- Attendance: Met ≥75% standard in 2024 for Board/committees; all directors attended 2024 Annual Meeting .
- Section 16 compliance: One late Form 4 in 2024 for CEO; no director-specific delinquency noted .
- Auditor independence and fees: Audit-related non-audit fees in 2023 tied to long-term strategic initiatives; pre-approval policy in place; none in 2024 .
No red flags specific to Chronister identified in the latest proxy disclosures (no pledging, no related-party transactions, no options repricing, independent status maintained) .