Elaine L. Guidroz
FULL HOUSE RESORTSAbout Elaine L. Guidroz
Elaine L. Guidroz (age 47) serves as Senior Vice President, Secretary and General Counsel of Full House Resorts. She has been General Counsel since January 2013 (Compliance Officer since November 2012; Secretary since December 2012) and previously served as Associate General Counsel starting in February 2012. She holds a J.D., magna cum laude, from Indiana University’s McKinney School of Law, an MBA from Xavier University, and a B.A. from UNC–Chapel Hill; she is admitted in Indiana and Kentucky . Company performance context: 2024 revenue rose to $292.1 million (+21.2% YoY); Adjusted EBITDA for 2024 was $48.6 million (+0.2%); five- and ten-year shareholder returns were 234.4% and 176.8% as of March 31, 2025 .
Past Roles
| Organization | Role | Years | Strategic impact / notes |
|---|---|---|---|
| Full House Resorts | Associate General Counsel | Feb 2012–Jan 2013 | Joined legal team prior to appointment as GC . |
| Full House Resorts | Compliance Officer | Nov 2012–present | Oversight of compliance matters for the Company . |
| Full House Resorts | Secretary | Dec 2012–present | Corporate secretary responsibilities . |
| Full House Resorts | General Counsel | Jan 2013–present | Chief legal officer; supervises legal and regulatory compliance functions . |
| Grand Victoria Casino & Resort (Hyatt Gaming) | In-House Counsel | 2004–2006 | Legal counsel to casino operations . |
| Grand Victoria Casino & Resort | General Counsel & Compliance Officer | 2006–2011 | Led legal and compliance functions . |
| Private practice, Indianapolis | Attorney (insurance defense focus) | Pre-2004 | Insurance defense work . |
External Roles
- Not disclosed in company filings reviewed for Ms. Guidroz (no public company directorships listed in executive biography) .
Fixed Compensation
| Component | Amount | Effective dates/terms | Source |
|---|---|---|---|
| Base salary | $275,000 | Under 2/4/2022 employment agreement; term through 2/4/2025 . | |
| One-time make-whole cash | Lump sum of incremental difference to $275,000 | Paid within 30 days after Waukegan financing closing (additional $75,000 milestone) and salary catch-up for period between prior and new agreement dates . | |
| Base salary | $350,000 | Under new agreement effective 7/11/2025; one-time lump sum of incremental difference between prior pay post-2/4/2025 and new rate . |
Performance Compensation
Annual Bonus Structure (current agreement)
| Metric | Target/thresholds | Payout potential (as % of base salary) | Notes | Period |
|---|---|---|---|---|
| Quantitative Bonus (Adjusted EBITDA) | Threshold: $50m; Target: $65m; Ceiling: $80m | Targeted at 75% of base; can range up to 100% if performance exceeds ceiling; straight-line interpolation between levels | Committee sets thresholds annually; structure defined for 2025 | 2025 plan year |
| Qualitative Bonus (individual goals) | Committee-set goals | Up to 30% of base | Paid based on individual targets each year | Annual |
| Overall annual bonus cap | — | ≤ 100% of base salary | Aggregate of quantitative + qualitative not to exceed 100% | Annual |
| Specific Milestone Bonus | Successful refinancing of principal debt by 3/30/2027 | $100,000 (one-time) | “Principal Debt” defined as $450 million bonds maturing 2/15/2028 | Through 3/30/2027 |
Company-wide context: In 2024, NEO Adjusted EBITDA goal missed threshold ($48.6m vs $50m threshold), resulting in no payout for that metric; qualitative goals paid for certain NEOs (not applicable to Ms. Guidroz’s 2025 plan, but demonstrates pay-for-performance rigor) .
Equity Awards and Vesting
| Award type | Grant date | Shares | Vesting schedule | Performance criteria | Notes |
|---|---|---|---|---|---|
| Restricted stock (time-based) | 7/11/2025 | 6,222 | Vests 1/3 on 7/11/2026, 7/11/2027, 7/11/2028 | None | Granted under 2025 Plan . |
| Restricted stock (performance-based) | 7/11/2025 | 6,222 | Vests 1/3 on 7/11/2026, 7/11/2027, 7/11/2028 | Annual growth rates of EBITDA and free cash flow per share for 2025–2027 | Granted under 2025 Plan . |
Equity plan constructs: Company prohibits equity repricing or exchanges without stockholder approval; clawback policy covers cash and stock awards; hedging, margin purchases, and pledging of Company securities are prohibited .
Equity Ownership & Alignment
- Stock ownership guidelines: Adopted in 2021; multiples disclosed for CEO (5x) and CFO (3x), and “Other Named Executive Officers” (2x). The policy applies to the management team and Board; the proxy does not specify a multiple for the General Counsel (not listed as an NEO in 2024/2025) .
- Hedging/pledging: Hedging, margin accounts, and pledging of Company stock are prohibited (alignment positive; reduces downside hedging risk and leverage-related selling pressure) .
- Beneficial ownership: Individual beneficial ownership for Ms. Guidroz is not itemized in the 2025 proxy’s table (only NEOs and directors listed). Group ownership for all executive officers and directors was 9.4% as of 3/18/2025; Ms. Guidroz not broken out individually in that table .
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Agreement term | 7/11/2025–7/11/2028 (at-will subject to Article 6) | |
| Duties/reporting | Senior VP, Secretary, General Counsel & Compliance Officer; chief legal officer supervising legal and regulatory compliance; reports to CEO | |
| Primary location | Rising Sun, Indiana; remote/home; travel to operations as required (as agreed with CEO) | |
| Licensing | Must obtain/maintain required gaming licenses; Company pays related costs | |
| Severance (no CIC) | If terminated without Cause or resign for Good Reason: cash severance equal to one year’s base salary plus target bonus; continued health, life, disability per agreement; unpaid prior-year bonus payable | |
| Change in control (CIC) | If terminated without Cause or resign for Good Reason within 6 months prior to or 1 year post-CIC: cash severance equal to one year’s base salary plus the higher of (i) most recent annual bonus, (ii) average prior 3-year bonus, or (iii) target bonus; unpaid prior-year bonus; continued benefits; full vesting of unvested options/restricted stock (subject to conditions) | |
| Non-compete | If terminated for Cause or resign without Good Reason: 1 year; if terminated without Cause or resign with Good Reason: 6 months (global scope across gaming/card club/horse racing Competitive Markets; “Permissible Investment” carve-out ≤1% passive stake) | |
| Non-solicit (customers) | During term and 1 year thereafter; no use of customer lists to solicit or encourage departures | |
| No-hire-away | 1 year post-termination; no hiring of Company employees (with limited exceptions) | |
| Enforcement | Injunctive relief and specific performance available for breaches; bond waived | |
| Clawback | Company maintains clawback covering cash and equity awards |
Prior agreement (2/4/2022–2/4/2025): $275,000 base, discretionary bonus, Company-paid life/disability at salary amount; severance equaled one year’s salary plus pro-rata bonus (average of prior two years), with acceleration of certain options upon death/disability; lump-sum $75,000 paid after Waukegan temporary casino financing closed on 2/7/2022 .
Compensation Structure Analysis
- Increased base and structured at-risk pay: Base raised from $275,000 (2022 agreement) to $350,000 (2025 agreement), with annual bonus capped at 100% of base and a targeted 75% quantitative EBITDA component, plus a milestone bonus tied to debt refinancing, shifting a meaningful portion of pay to performance outcomes .
- Performance equity with multi-year metrics: 2025 grants include time-based and performance-based restricted stock, with performance tied to annual growth in EBITDA and free cash flow per share across 2025–2027; vesting in equal thirds 2026–2028 aligns value to multi-year operating outcomes .
- Strong governance features: Clawback policy; prohibitions on hedging, margin, and pledging; and no equity repricing absent shareholder approval improve alignment and mitigate governance risk .
- Pay-for-performance discipline at company level: For 2024, Adjusted EBITDA missed threshold, leading to no payouts for that metric for NEOs, and 142,555 performance shares were canceled in March 2025 for missed multi-year targets—signals rigor in performance gates (contextual for Ms. Guidroz’s 2025 performance equity) .
Vesting Schedules and Potential Selling Windows
- Time-based RSU vesting events: 2,074 shares scheduled to vest on each of 7/11/2026, 7/11/2027, and 7/11/2028, subject to continued employment .
- Performance-based RSU vesting events: Up to 2,074 shares on each of 7/11/2026, 7/11/2027, and 7/11/2028, conditioned on EBITDA and free cash flow per share growth targets for 2025–2027 .
- Policy mitigants: Company prohibits pledging/hedging, which reduces forced-sale and derivative exposure risk around vesting dates .
Related Party Transactions and Red Flags
- Related party transactions: None in 2023 or 2024 as defined under SEC rules (audit committee approval required for any such transactions) .
- Equity plan safeguards: No repricing/exchange without shareholder approval; double-trigger requirement for early vesting in a change in control (plan-level) .
Compensation Committee and Benchmarking
- Independent compensation committee; retained AETHOS in 2024 to review peer group and recommend program changes; pay practices benchmarked to a defined peer set/subset .
- Stock ownership guidelines implemented in 2021 for management and Board; compliance noted broadly for NEOs/directors (Ms. Guidroz not listed as an NEO) .
Investment Implications
- Alignment and retention: The 2025 agreement ties a substantial portion of Ms. Guidroz’s annual bonus to company-level Adjusted EBITDA (targeted at 75% of base with a 100% cap) and includes a $100,000 milestone bonus for refinancing $450 million of bonds by 3/30/2027—both supportive of balance sheet and earnings quality priorities .
- Equity overhang and event timing: New grants create definable vesting events in mid-July 2026–2028 (time-based) and potential performance-based tranches, but anti-hedging/margin/pledging rules reduce the risk of levered selling pressure around these dates .
- Downside protection and CIC risk: Severance provides one year’s base plus target bonus on a without-cause/Good Reason termination; CIC protection includes cash equal to one year’s base plus the higher of latest/3-year average/target bonus and full equity acceleration on qualifying termination, which is moderate and double-trigger in effect .
- Governance quality: Clawback policy, independent committee oversight, third-party benchmarking, and historical cancellation of performance shares on missed targets indicate pay program discipline, lowering compensation-related governance risk .
- Company performance context: Strong revenue growth in 2024 and robust multi-year TSR underpin the incentive design; however, Adjusted EBITDA just below threshold in 2024 underscores the importance of execution against profitability targets embedded in Ms. Guidroz’s plan .