Randy J. Dehmer
About Randy J. Dehmer
Randy J. Dehmer, age 42, is Senior Vice President of Finance and Chief Financial Officer of Canterbury Park Holding Corporation; he was hired as VP Finance & CFO in May 2019 and promoted to SVP Finance in September 2021 . He previously served as Canterbury’s controller (2012–2013) and Clearfield, Inc.’s financial controller (2013–2019); he also serves on the Shakopee Chamber of Commerce board . Company performance during 2022–2024 shows net revenues of $66.8M, $61.4M, and $61.6M respectively, Adjusted EBITDA of ~$10.4M in 2023 and ~$10.2M in 2024, and cumulative TSR on a $100 base of $183 (2022), $66 (2023), and $102 (2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Canterbury Park Holding Corporation | Controller | 2012–2013 | Led controllership before rejoining as CFO (process continuity, internal finance leadership) |
| Clearfield, Inc. (Nasdaq: CLFD) | Financial Controller | 2013–2019 | Scaled public-company finance controls and reporting in manufacturing/communications hardware |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Shakopee Chamber of Commerce | Director | Current | Community and local economic development ties supporting Canterbury’s market presence |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $221,469 | $250,013 | $258,704 |
| Board-approved annual base (setting) | $252,252 (approved Mar 16, 2023) | $261,081 (approved Mar 12, 2024) | $274,135 (approved Mar 11, 2025) |
| All Other Compensation ($) | $7,664 | $10,089 | $8,953 |
Notes: “Board-approved annual base” shows approved base rates for the subsequent compensation year.
Performance Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Target bonus (% of base) | 35% | 35% | 35% |
| Annual plan metrics (weighting) | Adjusted Income from Operations (AIFO) 70%; Consolidated Revenue 30% | AIFO 70%; Revenue 30% | AIFO 70%; Revenue 30% |
| Targets | AIFO: not disclosed; Revenue: not disclosed for 2022 | AIFO: $9,405,000; Revenue: $64,726,000 | AIFO: $7,540,000; Revenue: $63,956,000 |
| Actual | AIFO/Revenue: not disclosed for 2022 | AIFO: $7,156,880 (76.10% of target); Revenue: $61,437,377 (94.92%) | AIFO: $6,694,979 (88.80%); Revenue: $61,562,288 (96.26%) |
| Payout vs target | Not disclosed | 53.98% of target | 75.71% of target |
| Actual bonus ($) | $51,340 | $47,237 | $68,553 |
Long-term incentives:
- LTI plan suspended for 2021–2024 cycles; replaced with deferred stock awards vesting ratably over four years (time-based, not performance-based) .
Equity Awards and Vesting
| Award (grant date) | Shares | Vesting schedule | Unvested as of 12/31/2023 | Unvested as of 12/31/2024 |
|---|---|---|---|---|
| Deferred stock (Feb 2022) | 1,200 | 25% each on Feb 2023, 2024, 2025, 2026 | 900 | 1,200 |
| Deferred stock (Mar 2023) | 1,950 | 25% each on Mar 2024, 2025, 2026, 2027 | 1,800 | 1,950 |
| Deferred stock (Mar 2024) | 3,600 | 25% each on Mar 2025, 2026, 2027, 2028 | — | 3,600 |
| Options | — | No options outstanding | — | — |
Market values used in proxies:
- Market values of unvested stock awards at 12/31/2023 reflect $20.43 share price .
- Market values of unvested stock awards at 12/31/2024 reflect $20.50 share price .
Multi-year Compensation Summary (NEO totals)
| Component ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $221,469 | $250,013 | $258,704 |
| Stock Awards (grant-date fair value) | $51,888 | $66,274 | $75,888 |
| Non-Equity Incentive (annual bonus) | $51,340 | $47,237 | $68,553 |
| All Other Compensation | $7,664 | $10,089 | $8,953 |
| Total | $332,361 | $373,613 | $412,098 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 23,361 shares (less than 1% of class) as of 4/10/2025 |
| Vested vs unvested | Unvested deferred stock awards: 1,200 (Feb 2022 grant), 1,950 (Mar 2023 grant), 3,600 (Mar 2024 grant) at 12/31/2024 |
| Options | No options outstanding |
| Hedging/derivatives policy | Hedging prohibited; short selling prohibited; open-market purchases must be held ≥6 months; margin transactions and derivatives (puts/calls) prohibited |
| Pledging | No pledging by Dehmer disclosed; policy section addresses hedging/insider trading; pledging not explicitly stated in text |
| Ownership guidelines | Executive ownership guideline not disclosed in proxy |
Insider trading activity (last ~24 months):
- 2024-02-14: Open-market purchase of 150 shares at $17.40; transaction value ~$2,610 .
- 2025-02-14: Form 4 indicates withholding/disposition for taxes of 215 shares (non-open-market) at $20.80; direct holdings updated to 16,959 per Fintel summary .
- 2025-03-14: Non-open-market disposition of 233 shares at $19.50 (likely related to award settlement); holdings 21,003 shown by Nasdaq insider activity page .
These trades suggest routine tax-related dispositions rather than discretionary selling pressure; the only recent discretionary activity was a small open-market purchase in Feb 2024 .
Employment Terms
| Provision | Without Cause termination (non-CoC) | Change-in-Control (double trigger within 12 months) |
|---|---|---|
| Cash severance | Six months’ base salary continuation | Lump-sum equal to 100% of base salary + Target Bonus (assumes 100% performance achievement) |
| Bonus treatment | Average short-term annual cash incentive from prior 3 years, paid in six equal installments | Target Bonus included in severance (as above) |
| Benefits | Company pays portion of premiums for continued health, dental, group life up to 6 months (COBRA timeline) | Company pays portion of premiums up to 12 months (COBRA timeline) |
| Equity acceleration | Immediately prior to CoC, time-based equity awards vest in full; performance-based awards excluded; ESPP options excluded | |
| Tax gross-up / cutback | Best-net approach: either full payments or cutback to avoid excise tax, whichever yields highest after-tax amount | |
| Conditions | General release and compliance with restrictive covenants agreement required |
Pay-for-Performance and Program Design Notes
- Annual bonus strictly formulaic on AIFO (70%) and revenue (30%), with capped maximum of 150% of target and zero payout below minimum thresholds; 2023 payout was 53.98% and 2024 payout 75.71% of target, aligning cash incentives to operating performance .
- Long-term incentives were shifted from 3-year performance cycles to time-based deferred stock for 2021–2024 due to forecasting uncertainty, reducing at-risk performance linkage and emphasizing retention and stock price appreciation via time vesting .
- Consultant: Total Rewards Group advised the Compensation Committee (2024/2025) on program design and competitiveness .
Company Performance Context During Dehmer’s Tenure
- Net revenues: $61.4M (2023) and $61.6M (2024), with Casino revenue decreasing 2.5% in 2024; pari-mutuel flat; F&B up 1.8% .
- Adjusted EBITDA: ~$10.45M (2023) vs ~$10.23M (2024); EBITDA dropped given 2023 land sale gains and equity investment variations .
- Pay vs Performance TSR indices (initial $100 investment): $183 (2022), $66 (2023), $102 (2024), indicating volatility over the 3-year window .
Say-on-Pay & Governance
- Say-on-pay approval in 2022: 95.7%, signaling broad shareholder support for executive compensation philosophy .
- Hedging/insider trading policy tightened in October 2023 (explicit ban on hedging/derivatives, holding period, margin prohibitions) .
Investment Implications
- Alignment and retention: Time-based RSUs (2021–2024 cycles) improve retention but reduce explicit long-term performance linkage; near-term selling pressure appears low given modest tax-related dispositions and one small open-market buy in 2024 .
- Incentive levers: Annual cash incentives are sensitive to AIFO and revenue—watch Casino revenue trajectory and live racing economics as primary drivers of Dehmer’s bonus outcomes .
- CoC economics: Double-trigger severance (1x salary + target bonus) and full acceleration of time-based equity immediately prior to CoC could create executive-friendly outcomes in a transaction; no excise gross-up but best-net cutback provision applies .
- Governance risk: No disclosed pledging, hedging prohibited; absence of performance-based LTI in recent years is a mild red flag for pay-for-performance purists, though the Committee cited forecasting uncertainty .