Lewis A. Fanger
FULL HOUSE RESORTSAbout Lewis A. Fanger
Lewis A. Fanger is President, Chief Financial Officer, Treasurer, and a director of Full House Resorts (FLL). He has been CFO since January 30, 2015 and a director since June 2019; he was promoted to President on July 11, 2025. He holds a B.S. in industrial engineering and an M.B.A., both from Stanford University, and previously held senior finance and IR roles at Wynn Resorts, Creative Casinos, and Pinnacle Entertainment. Company performance context: 2024 revenue rose 21.2% to $292.1 million; Adjusted EBITDA increased 0.2% to $48.6 million; five- and ten‑year shareholder returns at March 31, 2025 were 234.4% and 176.8%, respectively; from Nov 28, 2014 through Mar 31, 2025 the stock increased 234.4% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wynn Resorts, Limited | Vice President | Jun 2013 – Feb 2015 | Led investor relations for Nasdaq and HK listings; supported development, including in Asia . |
| Creative Casinos, LLC | SVP & Chief Financial Officer | Aug 2011 – Jun 2013 | Original developer of Golden Nugget Lake Charles; finance leadership . |
| Pinnacle Entertainment, Inc. | Vice President of Finance | Jul 2003 – Aug 2011 | Oversaw treasury and investor relations functions . |
| Bear, Stearns & Co. | Equity Research Associate (Gaming) | n/a | Sell-side coverage foundation for gaming sector expertise . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed in Company filings reviewed | — | — | The proxy biography lists no other public company directorships for Mr. Fanger . |
Board Governance and Service
- Board service history: Director since June 2019; not designated to any standing committee (Audit, Compensation, Compliance, Nominating/Governance) .
- Independence: Not independent (management director); Board has an independent Chairman (Dr. Braunlich) and all committees are independent other than Compliance (includes CEO), mitigating dual-role concerns .
- Attendance: All directors attended at least 75% of Board and committee meetings in 2024; directors attended the 2024 annual meeting .
- Director compensation: Employee-directors (including Mr. Fanger) receive no additional director fees; non-employee directors receive cash retainers and annual equity .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 425,000 | 425,000 |
| Bonus ($) | — | 127,500 |
| Stock Awards – Grant Date Fair Value ($) | 265,623 | 531,250 |
| Option Awards – Grant Date Fair Value ($) | 265,629 | — |
| All Other Compensation ($) | 10,097 | 10,397 |
| Total Compensation ($) | 966,349 | 1,094,147 |
Current contract (effective July 11, 2025): Base salary $500,000; annual bonus potential comprises (1) Quantitative (Adjusted EBITDA) targeted at 75% of salary with threshold/target/ceiling mechanics, and (2) Qualitative up to 30% of salary; cumulative annual bonus capped at 150% of salary .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Design and Outcome
| Element | Threshold | Target | Maximum | Actual Company Performance | Payout |
|---|---|---|---|---|---|
| Adjusted EBITDA (All NEOs) | $50m | $70m | $80m | $48.6m (up 0.2% YoY) | 0% for all NEOs on this metric |
| Individual Qualitative Goals (CFO scale) | 10% of salary | 20% | 30% | Significant progress incl. Chamonix opening, sale of Stockman’s, American Place growth | Committee approved maximum payout (30%) for Mr. Fanger; his 2024 bonus was $127,500 |
Long-Term Incentives – Structure and Key Grants
| Grant Type | Grant Date | Shares/Options | Vesting/Performance | Notes |
|---|---|---|---|---|
| Time-based RS | May 8, 2024 | 53,125 | Vests in equal annual amounts on May 8, 2025/2026/2027 | Retention-focused RS . |
| Performance-based Shares | May 8, 2024 | 53,125 | Vesting based on 3-year CAGRs in Adjusted EBITDA and FCF/share for periods ending 2024–2026 | In Mar 2025, 42,790 of Mr. Fanger’s performance shares were cancelled for not meeting 2024 performance criteria (part of 142,555 total cancellations) . |
| Annual Option Grants (examples) | 5/19/2022 | 41,725 exerc.; 20,863 unexerc. | Options outstanding; exercise price $6.75; expire 5/19/2032 | Equity mix includes options; double-trigger CIC applies under equity plans . |
| Annual Option Grants (examples) | 5/18/2023 | 18,466 exerc.; 36,931 unexerc. | Exercise price $7.40; expire 5/18/2033 | — |
| 2025 Promotion Grants | Jul 11, 2025 | 10,371 TBRS; 10,371 PBRS | TBRS vest in three equal annual amounts on Jul 11, 2026/2027/2028; PBRS vest on annual growth in EBITDA and FCF/share for 2025–2027 | Issued under 2025 Plan . |
Plan mechanics and protections:
- Equity plan requires double-trigger for early vesting upon a change in control; repricing/exchange of awards prohibited without shareholder approval; minimum one-year vesting on awards subject to limited exceptions .
- Company maintains a clawback policy covering cash and equity; employment agreements expressly subject executives to the clawback policy .
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 611,456 |
| Ownership as % of Outstanding | 1.7% (based on 35,975,647 shares) |
| Breakdown | 292,057 shares owned; 17,708 restricted shares vesting within 60 days (as of Mar 18, 2025); 301,691 options currently exercisable |
| Stock Ownership Guidelines | CFO guideline = 3x base salary; as of record date, all NEOs exceeded guidelines except Ferrucci (retiring) |
| Hedging/Pledging | Company policy prohibits short sales, options, hedging and pledging of Company stock |
Implications for selling pressure and overhang:
- Near-term scheduled RS vesting dates (May 8, 2025/2026/2027 and Jul 11, 2026/2027/2028) can create routine liquidity events; 2024 performance-share cancellations reduced potential dilution and payout overhang for 2024 performance .
Employment Terms
- 2022 Agreement (superseded): Term through May 19, 2025; annual base salary $425,000; Board appointment; discretionary bonus opportunity; benefits; severance of one year salary plus pro‑rata average cash bonus (last two years) and benefits; accelerated vesting of options; with lump‑sum in certain post‑CIC terminations .
- May 15/16, 2025 Amendment: Extended 2022 agreement to August 4, 2025 pending renegotiation .
- New Employment Agreement (effective July 11, 2025): Term to July 11, 2028; base salary $500,000; one‑time salary true‑up; AIP with Quantitative (Adj. EBITDA) target 75% of salary and Qualitative up to 30%; cumulative bonus capped at 150% of salary; $200,000 milestone bonus for successful refinancing of the $450 million principal debt by Mar 30, 2027; annual LTI grant value = 125% of base salary (mix of options/RS at Committee discretion) .
- Severance (no CIC): Cash equal to one year’s base salary plus target bonus; continued health, life and disability benefits for specified period; pro‑rata and unpaid bonus terms; acceleration of time‑vested equity and pro‑rata vesting for performance shares (subject to achievement) .
- Severance (CIC window: 6 months prior to/1 year post‑CIC): 1.5x base salary plus 1.5x the higher of most recent annual bonus, three‑year average bonus, or target bonus; continued benefits; full vesting of unvested options and restricted stock, subject to conditions .
- Restrictive covenants: Non‑compete one year after termination for Cause or voluntary resignation; six months after termination without Cause or for Good Reason; non‑solicit and no‑hire covenants generally one year; confidentiality and IP assignment; D&O indemnification and insurance .
Compensation Structure Analysis
- Mix shift toward “at-risk” pay: Company increased use of performance-based shares since 2021; 2024 grants included both performance- and time-based stock; 2025 contract ties 75% of base salary to EBITDA and adds a refinancing milestone bonus—raising performance linkage .
- Rigor and outcomes: Adjusted EBITDA component paid 0% in 2024; qualitative paid at max for CFO (30% of base). In Mar 2025, the Compensation Committee cancelled 42,790 of Mr. Fanger’s performance shares for 2024 non‑achievement—evidence of formulaic discipline .
- Alignment safeguards: Double‑trigger CIC vesting, clawback policy, and prohibitions on pledging/hedging reduce misalignment risk .
Compensation Peer Group (2024 study by AETHOS)
Full peer set: Accel Entertainment; Bally’s; Century Casinos; Chuy’s Holdings; Denny’s; El Pollo Loco Holdings; Golden Entertainment; Inspired Entertainment; Lindblad Expeditions; Marcus; Monarch Casino and Resort; Noodles & Company; Playa Hotels & Resorts; PlayAGS; Red Rock Resorts; Rush Street Interactive. A subset of 11 was used for market comparison based on projected revenues (excluding Accel, Bally’s, Golden Entertainment, Playa Hotels & Resorts, Red Rock Resorts) .
Say-on-Pay & Shareholder Feedback
- 2025 Annual Meeting (May 15, 2025): Say‑on‑pay approved with 18,213,367 For; 3,136,094 Against; 567,993 Abstain; 9,120,021 broker non‑votes. Shareholders also approved the 2025 Equity Incentive Plan .
- 2023 Annual Meeting: Say‑on‑pay approved with 18,595,398 For; 610,506 Against; 73,697 Abstain; 8,290,064 broker non‑votes .
- Committee practices: Independent Compensation Committee; external advisor (AETHOS) retained; formula‑based, pay‑for‑performance design; clawback; stock ownership guidelines .
Related Party Transactions and Policies
- No related party transactions in 2023 or 2024; Audit Committee approval required for any such transactions .
- Insider trading policy bans short‑term trading, short sales, derivatives, margin, pledging, and hedging of Company stock .
Equity Awards Outstanding (selected items at Dec 31, 2024)
| Instrument | Grant Date | Exercisable | Unexercisable | Exercise Price | Expiration | Unvested Stock Awards (Sh) | Unvested Stock Awards (Value) |
|---|---|---|---|---|---|---|---|
| Stock Options | 5/19/2022 | 41,725 | 20,863 | $6.75 | 5/19/2032 | — | — |
| Stock Options | 5/18/2023 | 18,466 | 36,931 | $7.40 | 5/18/2033 | — | — |
| Stock Awards (Perf., cancelled in Mar 2025) | Various | — | — | — | — | 13,117; 1,911 for certain executives; CFO items noted as cancelled | See note (c) (cancelled) |
| Stock Awards (Time-based) | 5/8/2024 | — | — | — | — | 106,250 | $433,500 |
Note: In March 2025, performance shares tied to 2024 performance were cancelled, including 42,790 shares for Mr. Fanger .
Employment & Contracts – Key Triggers
- Good Reason (2025 agreement): Material breach or reduction in authority/compensation; relocation outside Las Vegas area; failure to agree on equitable substitute equity if shares unavailable (post‑stockholder vote), among other terms .
- Cause: Includes failure to perform after notice, willful breach, certain convictions/misconduct, loss of gaming licensure, disability, death .
- Non‑compete/Non‑solicit: 12 months post‑Cause/voluntary; six months post‑without Cause/Good Reason; one‑year non‑solicit/no‑hire; confidentiality/IP assignment .
Performance & Track Record – Company Context
- 2024 highlights: Completed phased openings for American Place (final amenity Feb 2024) and Chamonix (Oct 2024); sold Stockman’s Casino; total revenue up 21.2% to $292.1m; American Place revenue up 42.4% to $109.7m; Colorado revenue up 159.9% with Chamonix fully open; 5‑yr and 10‑yr returns as of Mar 31, 2025 at 234.4% and 176.8% .
- Pay-versus-performance: Company uses ROIC, Adjusted EBITDA, discretionary FCF/share growth, and individual goals in bonus and LTI design; 2024 EBITDA metric did not pay out .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; no related party transactions reported in 2023 or 2024 .
- Multi‑year performance share cancellations in 2025 reflect performance miss discipline (reduces dilution but may impact retention if awards repeatedly cancel) .
- Dual operating roles (President + CFO) combined with Board seat heighten key‑person risk; mitigated by independent Chair and fully independent Compensation/Audit/Nominating committees .
Investment Implications
- Alignment: Material equity ownership (1.7%), ownership guidelines met, no pledging/hedging allowed—strong alignment signals; 2025 contract further ties pay to EBITDA and a debt refinancing milestone, adding value‑creation triggers .
- Near‑term flows: Scheduled RS vesting dates (May 8 and July 11 tranches) could create periodic selling pressure; 2024 performance‑share cancellations alleviate potential overhang and signal rigor in performance payouts .
- Retention/continuity: New agreement through 2028 with severance/CIC protection and milestone incentives reduces retention risk during the American Place/Chamonix scale‑up and refinancing cycle .
- Governance: While a management director with dual operating roles, independent leadership structure and policies (clawback, no repricing, double‑trigger CIC vesting) are shareholder‑friendly .