Kathleen M. Marshall
FULL HOUSE RESORTSAbout Kathleen M. Marshall
Kathleen M. Marshall is an independent director of Full House Resorts, Inc., age 69, serving on the Board since January 2007. She is a Certified Public Accountant and has been Chief Financial Officer of the Casino Reinvestment Development Authority (CRDA), a New Jersey State Authority, since March 2017; she holds a B.A. in Accounting from Rutgers University . The Board cites her casino-industry expertise and finance background as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Casino Reinvestment Development Authority (CRDA) | Chief Financial Officer | Since Mar 2017 | State authority finance leadership |
| CRDA | Controller | Jun 2016–Mar 2017 | Transition to CFO |
| CRDA | Consultant | Jan 2016–Jun 2016 | Finance advisory |
| Global Connect LLC | Director of Business Development | Oct 2008–Jan 2016 | Commercial leadership |
| Atlantic City Coin & Slot Service Co. Inc. | Vice President of Finance | Jul 2003–Aug 2008 | Gaming equipment finance |
| Atlantic City Convention and Visitors Authority; Atlantic City Showboat, Inc.; Caesars Atlantic City, Inc. | Various finance positions | Not disclosed | Casino/venue finance roles |
| Price Waterhouse | Public accountant, audit division | Not disclosed | Audit experience |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| CRDA (NJ State Authority) | Chief Financial Officer | No | Government authority CFO role |
| Global Connect LLC | Director of Business Development | No | Web-based voice messaging company |
| Atlantic City Coin & Slot Service Co. Inc. | VP Finance | No | Gaming equipment design/manufacture/distribution |
| Price Waterhouse | Audit division | No | Public accounting background |
No other public-company directorships are referenced in Ms. Marshall’s proxy biography .
Board Governance
- Committee assignments: Audit Committee member; Compliance Committee Chair .
- Audit Committee financial expert: The Board determined Ms. Marshall is an “audit committee financial expert” under SEC rules .
- Independence: The Board determined Ms. Marshall is independent under Nasdaq listing standards; 71% of the Board is independent .
- Attendance: In 2024, the Board held five meetings; each director attended at least 75% of Board and committee meetings, and all directors attended the virtual annual meeting .
- Board leadership: Independent Chairman (Dr. Braunlich); committees are chaired by independent directors; CEO sits on Compliance Committee .
| Committee | Membership | Chair | Meetings (2024) |
|---|---|---|---|
| Audit | Member | Michael P. Shaunnessy | 5 |
| Compensation | Not a member | Eric J. Green | 2 |
| Compliance | Chair | Kathleen M. Marshall | 5 |
| Nominating & Corporate Governance | Not a member | Lynn M. Handler | 2 |
Fixed Compensation
- Structure (non-employee directors, 2024): $50,000 annual cash retainer; plus equity grant of common stock equal to approximately $75,000; Chair fees: Audit $17,500; Compensation $12,000; Nominating/Governance $10,000; Compliance $10,000; paid quarterly in arrears; amounts prorated as applicable .
- Actual (2024): Ms. Marshall received $52,500 in cash and $75,000 in stock awards; total $127,500 (grant-date fair value per ASC 718) .
| Component (2024) | Structure | Marshall Actual |
|---|---|---|
| Annual cash retainer | $50,000 | $52,500 |
| Chair fee – Compliance | $10,000 | Included in cash earned |
| Meeting fees | None disclosed | None disclosed |
| Equity grant | ~$75,000 grant-date value | $75,000 |
| Total | n/a | $127,500 |
Performance Compensation
- Director pay is primarily retainer plus time-based equity; no performance metrics (e.g., EBITDA/TSR) are referenced for director compensation; equity grants are accounted for under ASC 718; the plan prohibits repricing/exchange without stockholder approval .
| Performance-Tied Elements (Directors) | Metric Details | Status |
|---|---|---|
| Equity awards (directors) | No performance metrics disclosed for director grants | Not performance-based |
| Plan governance | Repricing/exchange prohibited without stockholder approval | In place |
Other Directorships & Interlocks
- Compensation Committee interlocks: None in 2024; committee members were independent, with the exception that Mr. Shaunnessy was formerly FLL EVP & CFO (1998–2004); no interlocking relationships with other companies in 2024 .
- No related-party transactions for 2023 or 2024; directors recuse from decisions affecting personal interests .
Expertise & Qualifications
- CPA; extensive casino-industry and finance roles across casinos, gaming equipment, and public accounting .
- Audit Committee financial expert designation by the Board .
- Education: B.A. in Accounting, Rutgers University .
Equity Ownership
- Beneficial ownership: 78,105 shares; less than 1% of outstanding .
- Components: 14,151 shares of restricted stock vest within 60 days of March 18, 2025; 37,108 options currently exercisable .
- Ownership guidelines: Independent Directors must hold at least 2× the annual cash retainer; as of the record date, all directors exceeded guidelines except Ms. Handler (expected to meet by May 2025) and Mr. Ferrucci (retiring); hedging, pledging, short sales, and margin purchases are prohibited by insider trading policy .
| Item | Value |
|---|---|
| Shares beneficially owned | 78,105 |
| % of class | <1% (“*”) |
| Restricted stock vesting ≤60 days (from Mar 18, 2025) | 14,151 |
| Options currently exercisable | 37,108 |
| Ownership guideline (Directors) | ≥2× annual cash retainer |
| Guideline compliance (as of record date) | Directors exceeded, except Handler; Marshall exceeded |
Shareholder Voting Signals
| Annual Meeting | Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| 2023 (May 18) | Election – Marshall | 19,165,660 | 64,665 | 49,276 | 8,290,064 |
| 2024 (May 9) | Election – Marshall | 15,340,070 | 1,697,176 | 6,162 | 10,102,140 |
| 2025 (May 15) | Election – Marshall | 19,443,808 | 2,438,821 | 34,825 | 9,120,021 |
| 2025 (May 15) | Say-on-Pay (Advisory) | 18,213,367 | 3,136,094 | 567,993 | 9,120,021 |
| 2025 (May 15) | Say-on-Pay Frequency | 1 yr: 19,999,018 | 2 yr: 31,740 | 3 yr: 1,781,303 | Abstain: 105,393 |
Observation: 2024 election showed elevated “Against” votes for Ms. Marshall versus peers; 2025 support rebounded with higher “For” counts .
Governance Assessment
- Strengths: Independent director; Chair of Compliance Committee (gaming regulatory oversight); Audit Committee member and SEC-defined financial expert; independence confirmed under Nasdaq; robust anti-hedging/pledging policy; no related-party transactions in 2023–2024 .
- Alignment: Exceeds stock ownership guidelines; mix of cash retainer plus equity awards supports alignment; beneficial holdings include restricted stock and exercisable options .
- Engagement: Committee leadership and participation; Board and committee meeting cadence with minimum attendance thresholds met; all directors attended annual meeting .
- Risks/RED FLAGS:
- Elevated “Against” vote in 2024 director election relative to peers may indicate investor scrutiny; monitor trends and engagement disclosures .
- No performance conditions tied to director equity grants; while standard for small-cap boards, investors may prefer stronger pay-for-performance even at the director level .
- Other indicators: Board retirement policy at age 75; Ms. Marshall is 69, implying eventual transition planning within policy framework; independent chairman supports board effectiveness .
Related-Party & Conflicts
- Policy: Audit Committee must approve related-party transactions; directors must recuse from conflicted matters; Code of Conduct covers conflicts broadly .
- Disclosure: No related-party transactions in 2023 or 2024 .
Compensation Committee Context
- Committee composition in 2024: Green (Chair), Braunlich, Shaunnessy; all independent under Nasdaq and SEC rules; no interlocks in 2024; consultant AETHOS engaged for executive compensation and peer group updates .
- Peer group summary (for executives, context for governance): Accel Entertainment, Bally’s, Century Casinos, Chuy’s Holdings, Denny’s, El Pollo Loco Holdings, Golden Entertainment, Inspired Entertainment, Lindblad Expeditions, Marcus, Monarch Casino & Resort, Noodles & Company, Playa Hotels & Resorts, PlayAGS, Red Rock Resorts, Rush Street Interactive; subset excluded several larger peers for pay benchmarking .
Note: Executive bonus metrics (Adjusted EBITDA & qualitative goals) apply to NEOs, not directors; provides context for enterprise pay-for-performance philosophy .
References
- Biography, age, committees, qualifications:
- Committee memberships, meeting counts, audit financial expert status, compliance committee chair and functions:
- Independence, board leadership, retirement policy:
- Attendance, board meeting count, annual meeting attendance:
- Director compensation structure and Marshall’s 2024 amounts:
- Beneficial ownership details (shares, restricted stock, options, % of class):
- Ownership guidelines and compliance; anti-hedging/pledging policy:
- Shareholder votes (elections, say-on-pay, frequency):