Clark A. Wood
About Clark A. Wood
Independent director since 2024; age 62. Former Market President for U.S. Bank (Las Vegas), overseeing commercial banking in Nevada and Arizona and leading the bank’s national gaming practice; previously Managing Director for Wells Fargo’s gaming business. Current ECG board roles: Audit Committee member and Nominating & Governance Committee member; independence affirmed under SEC/NYSE standards. The board reported that each director attended at least 75% of combined board and committee meetings in 2024 following the spinoff.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Bank (Las Vegas) | Market President; led national gaming practice | 2014–2024 | Led advisory board and market leadership committee; financial strategy, risk, capital markets |
| Wells Fargo | Managing Director, Gaming Business | Not disclosed | Sector expertise; risk assessment and compliance in financial operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Las Vegas Global Economic Alliance | Board member; Chair | Board since 2015; Chair in 2023 | Regional economic development leadership |
| United Way of Southern Nevada | Board member; Audit Committee | Jun 2015–Jun 2022 | Audit oversight for non-profit |
| Nevada Society of CPAs | Member | Not disclosed | Professional affiliation |
| UNLV Accounting Advisory Council | Member | Not disclosed | Academic advisory engagement |
| UNLV College of Education Advisory Board | Member | Not disclosed | Academic advisory engagement |
| Big Brothers Big Sisters of Southern Nevada | Board Chair | Not disclosed | Community leadership |
Board Governance
- Committees: Audit; Nominating & Governance; not a chair on any committee.
- Meeting cadence (2024, post-spin): Board met once; Audit Committee met twice; Compensation Committee once; Nominating & Governance once; each director attended ≥75% of combined board/committee meetings.
- Independence: Board determined all directors except CEO are independent; all committee members are independent under NYSE/SEC rules.
- Governance practices: Separate Chair/CEO, executive sessions at every regular board meeting, proxy access, majority voting, anti-hedging/pledging policies, no related party transactions by directors/executives.
- Overboarding: Directors limited to three public company boards including ECG; currently compliant.
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Base Cash Retainer (policy) | $110,000 | Paid monthly; no meeting fees |
| 2024 Cash Paid (Wood) | $18,333 | Prorated for two months of service post-spin |
| Annual Stock Grant (policy) | $150,000 for directors; $175,000 for Non-Exec Chair | Fully vested stock; granted each November; prorated if partial year |
| 2024 Stock Award (Wood) | $25,000 | Prorated; shares determined at $63.91 closing price on Nov 25, 2024 |
Total 2024 compensation for Wood: $43,333 (cash $18,333; stock $25,000).
Performance Compensation
- Directors do not receive performance-conditioned equity or stock options; company does not use stock options as incentive compensation.
- Equity for directors is granted as fully vested stock; no dividends on unvested shares.
No director performance metrics (e.g., EBITDA, TSR) are disclosed for director compensation; items not applicable.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Wood. |
| Private/non-profit/academic boards | LVGEA (Chair); United Way of Southern Nevada (Audit Committee); UNLV advisory boards; Big Brothers Big Sisters. |
| Interlocks with ECG competitors/customers | None disclosed; no related party transactions in 2024; board policy requires audit committee review of any related person transactions >$120,000. |
Expertise & Qualifications
- Finance/capital markets; oversight of investments, capital structure, financial strategy.
- Risk management and compliance: market, credit, operational, liquidity risk; financial regulations.
- Strategy, M&A, and long-term financial planning.
- Accounting/audit familiarity (non-profit audit committee service).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Clark A. Wood | 391 | <1% (based on 50,999,228 shares outstanding) | 2024 stock grant priced at $63.91 implies ~391 shares; beneficial ownership aligns. |
- Stock ownership guidelines: Directors must hold ECG stock equal to 5× annual cash base retainer; five-year compliance window from Jan 1 following initial election; all directors are in compliance or within window.
- Hedging/Pledging: Prohibited for directors/executives; margin account stock must be excluded from pledge provisions.
Governance Assessment
- Board effectiveness: Wood strengthens financial oversight (Audit Committee) and governance process (Nominating & Governance), supporting risk and compliance rigor for a newly public company.
- Independence & attendance: Independent status and required attendance thresholds met; committees comprised entirely of independent directors enhance objectivity.
- Alignment: Modest initial ownership (391 shares) with mandatory 5× retainer guideline over five years; equity grants are in stock (not options), improving alignment without excessive risk-taking.
- Conflicts/Red flags: No related-party transactions involving directors/executives; strict anti-hedging/pledging; overboarding controlled; no meeting fees. No material red flags disclosed.