Carl G. Braunlich
FULL HOUSE RESORTSAbout Carl G. Braunlich
Independent Chairman of the Board at Full House Resorts (FLL), age 72, serving as a director since May 2005. An academic and gaming-operations veteran, he was Associate Professor at the University of Nevada, Las Vegas from August 2006 until retirement in June 2021, and previously Professor of Hotel Management at Purdue University since 1990. He held executive roles at Golden Nugget (Atlantic City) and Paradise Island Hotel & Casino (Bahamas), and consulted for leading gaming operators and suppliers; he holds B.S. and M.S. degrees from Cornell’s School of Hotel Administration and a DBA in International Business from United States International University, San Diego . The Board expressly cites his 15+ years of casino resort industry experience and 20+ years of academic service as core qualifications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Nevada, Las Vegas | Associate Professor | Aug 2006–Jun 2021 | Hospitality academia; curriculum and industry engagement |
| Purdue University | Professor of Hotel Management | Since 1990 (prior to UNLV tenure) | Hospitality academia; talent pipeline into gaming/hotels |
| Golden Nugget Hotel & Casino (Atlantic City) | Executive positions | Not disclosed | Operations leadership experience |
| Paradise Island Hotel & Casino (Nassau, Bahamas) | Executive positions | Not disclosed | International resort operations experience |
| National Council on Problem Gambling | Board of Directors (prior) | Not disclosed | Policy/advocacy on responsible gaming |
| Nevada Resort Association; American Gaming Association | Problem gambling committee service | Not disclosed | Industry-standard setting on responsible gaming |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wynn Las Vegas | Consultant | Not disclosed | Advisory on resort operations/strategy |
| Harrah’s Entertainment, Inc. | Consultant | Not disclosed | Advisory to large-cap operator |
| Showboat Hotel & Casino | Consultant | Not disclosed | Advisory on property strategy |
| Bellagio Resort & Casino | Consultant | Not disclosed | Advisory to flagship resort |
| International Game Technology (IGT) | Consultant | Not disclosed | Supplier-side perspective |
| Atlantic Lottery Corporation | Consultant | Not disclosed | Lottery/gaming governance exposure |
| Nova Scotia Gaming Corporation | Consultant | Not disclosed | Government-related gaming oversight |
| Nevada Council on Problem Gambling | Consultant | Not disclosed | Responsible gaming expertise |
No current public-company directorships for Dr. Braunlich are disclosed in FLL’s proxy biography .
Board Governance
- Role and independence: Independent Chairman; FLL separates CEO and Chair roles to strengthen oversight . The Board determined Dr. Braunlich is independent under Nasdaq rules .
- Committee assignments: Member of Audit, Compensation, Compliance, and Nominating & Corporate Governance committees; chairs are others (Audit: Shaunnessy; Compensation: Green; Compliance: Marshall; Nominating: Handler) .
- Meeting cadence and attendance: Board met five times in 2024; each director attended at least 75% of combined Board and assigned committee meetings; all directors attended the annual meeting (virtual) in 2024 .
- Executive sessions: Independent directors met once in conjunction with regular Board meetings in 2024 .
- Retirement policy: Mandatory retirement at the first annual meeting after age 75—relevant for succession planning as Dr. Braunlich is 72 .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Annual cash retainer (non-employee directors) | $50,000 | Paid quarterly; pro-rated if partial-year |
| Chairman of the Board additional cash | $25,000 | Paid quarterly |
| Equity grant (common stock) | $75,000 | Grant value at date of grant; time-based vesting per plan |
| Total 2024 compensation (Dr. Braunlich) | $150,000 | Cash $75,000; Stock $75,000 |
Committee chair cash premia (not applicable to Dr. Braunlich): Audit $17,500; Compensation $12,000; Nominating & Corporate Governance $10,000; Compliance $10,000 .
Performance Compensation
- Non-employee director compensation is not tied to performance metrics; it consists of fixed cash and time-based equity grants .
- Clawbacks: Company maintains a clawback policy applicable to cash and stock awards; 2025 Equity Plan embeds clawback applicability and minimum vesting standards (≥1 year; certain limited exceptions) .
- Repricing prohibition: Equity plan prohibits repricing/exchange of equity awards without shareholder approval .
| Performance Metric | Applicable to Directors? | Notes |
|---|---|---|
| Financial/operational targets (e.g., EBITDA, TSR) | No | Director pay not performance-based |
| Clawback coverage | Yes | Company-wide clawback policy and plan-level clawback terms |
| Minimum vesting | Yes | Awards to outside directors: ≥1-year vesting |
Other Directorships & Interlocks
- Compensation Committee Interlocks: In 2024, compensation committee members were Green (Chair), Braunlich, and Shaunnessy; no interlocks or related-party transactions requiring disclosure .
| Company | Role | Committee | Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | No interlocking relationships in 2024 |
Expertise & Qualifications
- Deep operational gaming experience (Golden Nugget; Paradise Island) and 20+ years in hospitality academia (Purdue, UNLV) .
- Consulting track record across major operators and suppliers; governance and responsible-gaming committee roles .
- Education: B.S. and M.S. (Cornell School of Hotel Administration); DBA (United States International University) .
- Board’s stated rationale: Qualified due to extensive casino-resort experience and academic background .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficially owned shares | 79,812 | Less than 1% of outstanding (35,975,647 shares) |
| Restricted stock vesting within 60 days of Mar 18, 2025 | 14,151 | Included in beneficial ownership |
| Options currently exercisable | 41,808 | Included in beneficial ownership within 60 days |
| Ownership guidelines | 2x annual cash retainer (Independent Directors) | Adopted Mar 2021 |
| Guideline compliance (as of record date) | Exceeds minimum | All directors met guidelines except Handler (expected by May 2025) |
| Hedging/pledging | Prohibited | Hedging, margin purchases, and pledging prohibited |
Governance Assessment
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Strengths
- Independent Chairman with broad committee participation; enhances oversight across financial reporting, pay, compliance, and nominations .
- Clear anti-conflict architecture: related-party transactions must be audit committee-approved; none occurred in 2023–2024 .
- Alignment mechanisms: director equity grants, stock ownership guidelines (2x cash retainer), and strict anti-hedging/pledging rules .
- Compensation committee independence and use of outside consultant (AETHOS) for pay benchmarking; prohibition on repricing .
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Watch items
- Mandatory retirement at 75: succession planning needed given Dr. Braunlich’s age of 72; potential continuity risk in near term .
- Attendance disclosure is threshold-based (“≥75%”); investors may prefer director-level granularity to assess engagement, though all directors attended the annual meeting .
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RED FLAGS
- None disclosed regarding related-party transactions, hedging/pledging, or compensation interlocks in 2024 .