Randall D. Sampson
About Randall D. Sampson
Randall D. Sampson, age 67, co-founded Canterbury Park Holding Corporation in 1994 and has served as President & CEO and as a director since inception; he was named Chairman on October 3, 2019. He holds an accounting degree, earned his CPA at Deloitte & Touche (five years in audit), later served as a controller of a private company and CFO of a public company, and managed Sampson Farms (1987–1994) before co-founding CPHC . Recent pay-versus-performance shows volatile TSR and earnings; company TSR based on a $100 initial investment was $183 (2022), $66 (2023), and $102 (2024) while reported net income was $7,512,946 (2022), $10,563,249 (2023), and $2,112,842 (2024) . Revenues and EBITDA for FY 2022–2024 are provided below.
TSR and Net Income (Pay vs Performance disclosure)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – Value of $100 Initial Investment | $183 | $66 | $102 |
| Net Income ($) | $7,512,946 | $10,563,249 | $2,112,842 |
Revenue and EBITDA (FY, S&P Global values)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 59,403,750* | 55,863,761* | 54,968,906* |
| EBITDA ($) | 14,019,062* | 8,313,415* | 8,370,747* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Deloitte & Touche | Audit staff; earned CPA | ~5 years pre-1994 | Built audit/controls expertise; CPA credential |
| Private company | Controller | Pre-1994 | Operational finance leadership |
| Public company (not named) | Chief Financial Officer | Pre-1994 | Public-company finance experience |
| Sampson Farms | Manager (breeding/racing) | 1987–1994 | Domain expertise in horse industry operations |
| Canterbury Park Holding Corp. | Co-founder; President & CEO; Director | 1994–present | Founder-led continuity; deep operational knowledge |
| Canterbury Park Holding Corp. | Chairman of the Board | 2019–present | Unified leadership of management and board |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Communications Systems, Inc. (JCS) | Director | 1999–2022 | Continued as director at successor post-merger |
| Pineapple Energy Inc. (PEGY) | Director | 2022–2024 | Successor to CSI after merger |
| Thoroughbred Racing Association of North America | Director; former Vice President | Ongoing | Industry engagement in core domain |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 312,253 | 324,259 |
| Target Bonus (% of Salary) | 45% (2024 plan) | 45% |
| Actual Bonus ($) | 75,853 | 110,474 |
| All Other Compensation ($) | 13,567 | 12,099 |
| Total Compensation ($) | 518,927 | 566,988 |
- 2024 Salary Rate Adjustment: On March 12, 2024, the Board set Mr. Sampson’s annual base salary at $327,652 (increase of 4%) .
Performance Compensation
Annual Bonus Plan (2024)
| Metric | Weighting | Target | Actual | Achievement | Payout Result |
|---|---|---|---|---|---|
| Adjusted Income from Operations (AIFO) | 70% | $7,540,000 | $6,694,979 | 88.80% | 75.71% of target overall |
| Consolidated Revenue | 30% | $63,956,000 | $61,562,288 | 96.26% | 75.71% of target overall |
| Overall Bonus Payout | — | — | — | — | 75.71% of target; Mr. Sampson paid $110,474 |
Long-Term Incentive (LTI) structure and 2024 awards
| Program | Structure | Notes |
|---|---|---|
| LTI Plan (historic) | 3-year performance periods; goals: AIFO, revenue | Used historically; payout in stock after 3-year average vs goals |
| 2021–2024 | No new 3-yr LTI plans adopted | Committee substituted time-based deferred stock grants in 2021–2024 due to forecasting uncertainty; intended to align via multi-year vesting and stock price appreciation; 2024 target sizing referenced would-be LTI target (CEO 45% of salary) |
| 2024 Equity Award | 5,700 deferred stock | Granted March 2024; vests 25% on each of 4 anniversaries |
Vesting schedule and outstanding RSUs (as of Dec 31, 2024)
| Grant Cohort | Unvested Shares | Vesting Schedule | Market Value (12/31/24) |
|---|---|---|---|
| Deferred stock (Feb vesting 2023–2026) | 2,000 | 25% in Feb 2023, 2024, 2025, 2026 | $41,000 (at $20.50) |
| Deferred stock (Mar vesting 2024–2027) | 3,450 | 25% in Mar 2024, 2025, 2026, 2027 | $70,725 |
| Deferred stock (Mar vesting 2025–2028; 2024 award) | 5,700 | 25% in Mar 2025, 2026, 2027, 2028 | $116,850 |
| Options | 0 | No options outstanding to NEOs at year-end 2024 | — |
Policies impacting incentives
- Equity grant timing: Board/Comp Committee generally issues equity in March; equity awards avoided during closed trading windows; no options granted near material disclosures in 2024 .
- Hedging/derivatives: Explicitly prohibits hedging/monetization (e.g., collars, swaps, exchange funds), short selling, margin transactions, and transactions in options or other derivatives; minimum 6-month holding for open-market purchases .
Equity Ownership & Alignment
Beneficial ownership (as of April 10, 2025)
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Randall D. Sampson | 1,010,694 | 20.0% | Includes 34,173 in the Randall D. Sampson GST Trust (sole trustee) and 667,387 via Sampson Family Real Estate Holdings, LLC (sole manager); disclaims beneficial ownership of shares other than those held individually/jointly with spouse |
| All directors & officers (8 persons) | 1,189,604 | 23.5% | Group total, incl. D&O awards |
Additional alignment details
- Near-term supply/vesting: Multiple RSU tranches vest annually through 2028; see vesting table above .
- Pledging: Insider trading policy prohibits margin transactions and various derivatives; policy does not explicitly address pledging in the disclosed language .
- Section 16 compliance: One Form 4 relating to one transaction was filed late for Mr. Sampson in 2024 .
Employment Terms
Severance and Change-in-Control (CIC) Letter Agreement, approved March 17, 2022; identical form for CEO and CFO .
| Scenario | Cash Severance | Bonus Treatment | Benefits | Equity Treatment | Other |
|---|---|---|---|---|---|
| Termination without Cause (outside CIC window) | 6 months base salary | Average short-term annual cash incentive over prior 3 complete years, paid in 6 installments | Company pays portion of COBRA premiums up to 6 months | Standard per award terms | Requires general release and restrictive covenants compliance |
| CIC not followed by qualifying termination (within 12 months) | No payment | — | — | Immediately prior to a CIC, all time-based equity vests; performance-based equity and ESPP options excluded | “Double-trigger” for cash; single-trigger acceleration for time-based equity |
| CIC followed by termination without Cause or for Good Reason (within 12 months) | Lump sum = 100% of annual base salary + 100% Target Bonus | Target Bonus assumes 100% performance | Company pays portion of COBRA premiums up to 12 months | Time-based equity accelerated (as above) | 280G cutback to maximize after-tax; 409A-conforming delays with prime-rate interest on delayed first payment if applicable |
Perquisites and other compensation
- Company states it does not provide personal benefits or perquisites as a significant element of NEO compensation .
Board Governance
- Roles: Mr. Sampson serves as combined Chairman and CEO since October 3, 2019; a Lead Independent Director (Carin J. Offerman) is designated to facilitate communication and oversee independent director sessions .
- Independence: Mr. Sampson is not independent (CEO); all other directors are independent under Nasdaq standards .
- Committees and chairs (independent): Audit (Chair: Mark Chronister; members: Chronister, Offerman, Ahn, Himle) ; Compensation (Chair: Carin Offerman; members: Offerman, Bausch, Schramm, Chronister) ; Governance (Chair: John Himle; members: Himle, Ahn, Schramm, Bausch) . Mr. Sampson is not listed as a member of these committees .
- Meetings/attendance: Board held five regular meetings in 2024; each current director attended at least 75% of Board and committee meetings, and all attended the 2024 Annual Meeting .
Director Compensation (context for dual roles)
Non-employee directors receive $30,000 cash retainer; committee retainers: Audit $8,000; Compensation and Governance $4,000; committee chairs +$4,000; Lead Independent Director +$4,000; plus ~$40,000 in deferred stock annually (vesting one year; delivery one year after vest) . As an employee-director, Mr. Sampson does not receive non-employee director fees.
Related Party Transactions
The company reports no related party transactions since the beginning of 2024 and no proposed transactions .
Compensation Structure Analysis
- Mix and philosophy: Historically, base salary has been ~75%+ of total executive compensation, with the balance in annual cash bonuses and longer-term equity; aims to balance short-term operational performance with long-term stock performance .
- Annual bonus metrics and rigor: 2024 plan used AIFO (70%) and revenue (30%), with caps at 150% of target and minimum thresholds; actual performance produced a 75.71% of target payout, indicating sensitivity to results .
- Shift to time-based equity: Committee suspended 3-year LTI performance cycles for 2021–2026 cohorts, replacing with time-based deferred stock grants vesting over four years to reflect forecasting uncertainty while maintaining long-term alignment via stock ownership and price appreciation .
- Grant timing safeguards: Equity grants generally occur in March; awards are not timed around MNPI; grants are prohibited during closed windows .
- Clawback: No specific clawback policy disclosure found in the cited proxy.
- Hedging/pledging: Hedging and monetization transactions, short selling, margin, and derivatives are prohibited; minimum six-month hold for open-market buys .
Equity Ownership & Alignment Details
- High insider ownership: Mr. Sampson’s 20.0% stake (including trust/LLC holdings) aligns incentives; no right-to-acquire shares within 60 days (i.e., no short-dated options) are attributed to him .
- Unvested RSUs: Multiple tranches outstanding and vesting through 2028; no options outstanding to NEOs at YE 2024, which reduces leverage but also reduces risk of repricing .
- Trading policy: Hedging/derivatives and margin bans reduce misalignment and forced selling risk; pledging not explicitly addressed in the disclosed policy .
Employment Terms (Retention and Transition)
- Retention risk: Cash severance is moderate (6 months salary plus average bonus outside CIC); under CIC double-trigger, payout equals 1x salary + 1x target bonus with up to 12 months benefits—market “modest” protection relative to many small-cap peers; time-based equity accelerates immediately prior to a CIC .
- Non-compete / non-solicit: Not disclosed in the cited proxy.
- Section 16 signal: One late Form 4 in 2024 may indicate administrative process risk but not necessarily governance issues .
Investment Implications
- Alignment: Founder-CEO with 20% ownership creates strong shareholder alignment; bonus metrics anchored to AIFO and revenue yielded sub-target payout (75.71%) when performance missed, indicating pay sensitivity to results .
- Supply/overhang: Time-based RSUs vest annually through 2028; while hedging and margin are prohibited, rolling vest events can create incremental selling pressure as awards deliver, albeit modest given small absolute sizes for a micro-cap .
- Incentive risk/quality: Suspension of 3-year performance LTI plans in favor of time-based equity lowers performance risk and increases retention emphasis; investors should monitor any reinstatement of 3-year performance cycles to re-tighten pay-for-performance .
- Governance: Combined Chair/CEO role is mitigated by a designated Lead Independent Director and fully independent committees with clear responsibilities and regular executive sessions; attendance and committee activity appear robust .
- Transition/CIC: Double-trigger economics (1x salary+target bonus) are modest and shareholder-friendly; pre-CIC single-trigger acceleration of time-based equity is a watch item for deal dynamics but common in small-cap plans .