Maureen H. Bausch
About Maureen H. Bausch
Maureen H. Bausch, age 70, has served as an independent director of Canterbury Park Holding Corporation since October 2019. She is Managing Partner at Bold North Associates, and previously was CEO and Executive Board Member of the Super Bowl LII Host Committee (Dec 2014–Feb 2018) and Executive Vice President at Mall of America, where she managed a $1 billion asset .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Super Bowl LII Host Committee | CEO & Executive Board Member | Dec 2014–Feb 2018 | Led large-scale event operations and stakeholder engagement |
| Mall of America | Executive Vice President | Not disclosed | Managed $1 billion asset; retail/events leadership |
External Roles
| Organization | Role | Tenure | Scope |
|---|---|---|---|
| Bold North Associates | Managing Partner | Current | Experiential/consulting for retail, event, destination attractions; e.g., Taste of the NFL/Taste of the Draft |
Board Governance
- Independence: The Board determined Bausch is independent under Nasdaq listing standards .
- Committees: Compensation Committee member; Governance Committee member. She is not a chair (Compensation Committee chaired by Carin J. Offerman; Governance Committee chaired by John S. Himle) .
- Committee activity: Compensation Committee met 2 times in 2024 and 3 times in 2023; Governance Committee met 2 times in 2024 and 2 times in 2023 .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in 2024; all directors attended the 2024 Annual Meeting. In 2023, each director attended at least 75% and all directors attended the Annual Meeting .
- Board leadership: CEO and Chair roles are combined (Randall D. Sampson since Oct 3, 2019); Carin J. Offerman serves as Lead Independent Director, responsible for agendas, executive sessions, and liaison duties .
- Executive sessions: Meetings generally include executive sessions without non-independent directors and management .
- Risk oversight: Audit (financial reporting, controls, cyber), Compensation (compensation risk and CEO succession), Governance (Board succession and ESG/community impact) .
- Related party transactions: None disclosed since the beginning of 2024 (and none since 2023 in the prior proxy) .
- Section 16 compliance: All filing requirements met in 2024; one late Form 4 was noted for CEO Randall D. Sampson (not Bausch) .
Fixed Compensation
| Year | Cash Fees ($) | Equity Grant (Shares) | Equity Grant Fair Value ($) | Grant Date | Vesting/Delivery |
|---|---|---|---|---|---|
| 2024 | 38,000 | 1,789 | 40,000 | Jun 6, 2024 | Vests one year after grant; delivered one year after vesting; sale restricted before second anniversary unless Board otherwise determines |
| 2023 | 48,000 (includes $10,000 for strategic growth initiatives) | 1,303 | 30,000 | Jun 5, 2023 | Same vesting/delivery terms as above |
- Standard director cash retainer $30,000; committee retainers: Audit $8,000, Compensation $4,000, Governance $4,000; committee chairs +$4,000; Lead Independent Director +$4,000 (Offerman in 2024) .
- 2024 director equity awards set at $40,000 of deferred stock; 2023 awards at $30,000 of deferred stock; grant occurs at the Annual Meeting .
Performance Compensation
Directors do not receive performance-conditioned awards; the Company’s executive incentive metrics (context for Compensation Committee oversight) were:
| Metric | 2023 Target | 2023 Actual | 2023 Achievement | 2024 Target | 2024 Actual | 2024 Achievement |
|---|---|---|---|---|---|---|
| Adjusted Income from Operations (AIFO) ($) | 9,405,000 | 7,156,880 | 76.10% of target | 7,540,000 | 6,694,979 | 88.80% of target |
| Consolidated Revenue ($) | 64,726,000 | 61,437,377 | 94.92% of target | 63,956,000 | 61,562,288 | 96.26% of target |
| Executive Bonus Payout vs Target (%) | — | — | 53.98% | — | — | 75.71% |
- Metric weights: AIFO 70%; Revenue 30% for both years .
- Target bonus opportunity: CEO 45% of salary; CFO 35% of salary; capped at 150% of target .
Other Directorships & Interlocks
- No other public company directorships are disclosed for Bausch in CPHC’s director biographies; external roles noted are private/industry event-related .
Expertise & Qualifications
- Deep experience in Minnesota community, retail, events, and destination attractions; perspective aligned with Canterbury’s card casino, racing, and special events focus .
- Senior operating experience managing a large-scale asset (Mall of America), plus major event execution (Super Bowl LII) .
Equity Ownership
| As-of Date | Beneficial Ownership (Shares) | % of Class | Shares Acquirable within 60 Days | Notes |
|---|---|---|---|---|
| Apr 10, 2025 | 12,271 | * (less than 1%) | 3,092 | Non-employee directors held deferred stock awards; no options outstanding as of Dec 31, 2024 |
| Apr 11, 2024 | 10,482 | * (less than 1%) | 2,681 | Deferred stock awards outstanding; no options outstanding as of Dec 31, 2023 |
- Shares outstanding for vote calculation: 5,045,988 (Apr 10, 2025); 4,982,870 (Apr 11, 2024) .
- Insider trading policy prohibits hedging/monetization (e.g., equity swaps, collars), short selling, margin transactions, and trading in options/derivatives; requires minimum six-month holding of open-market purchases .
Governance Assessment
- Positive alignment and engagement: Independent status; service on Compensation and Governance Committees; at least 75% meeting attendance; participation in executive sessions; no related-party transactions disclosed since 2024 (and none in 2023) .
- Compensation and ownership signals: Director pay mix is standard (cash retainer plus annual deferred stock); 2024 equity grant $40,000 with one-year vesting and sale restrictions; beneficial ownership under 1% with additional deferred shares acquirable, fostering some alignment; hedging and monetization transactions prohibited .
- Committee effectiveness: Compensation Committee oversight includes external consultant Total Rewards Group (engaged Feb 2024), and well-defined short-term metrics (AIFO, revenue) with explicit targets and capped payouts; Governance Committee oversees Board composition/diversity and broader ESG/community impact .
- Shareholder feedback: Prior say‑on‑pay (2022) received 95.7% approval; Board recommends triennial frequency to allow thoughtful response between votes .
No director‑specific red flags identified in disclosures for Bausch: no related‑party transactions, no Section 16 issues, no pledging disclosed, and independence affirmed .