Lynn M. Handler
FULL HOUSE RESORTSAbout Lynn M. Handler
Independent, non-employee director of Full House Resorts since May 2022; age 61. Currently Chief Counsel, Regional Operations – North America at Catena Media Plc; prior legal roles in gaming at Palms Casino Resort, William Hill US, and Pinnacle Entertainment. Education: B.A., Adelphi University; J.D., Seton Hall University School of Law. Committees: Compliance; Nominating & Corporate Governance (Chair).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Companion Animal Practices North America (CAPNA) | Head Legal Counsel | Apr 2017–Mar 2020 | Legal leadership across a network of animal hospitals |
| Palms Casino Resort (Las Vegas) | Vice President & General Counsel | Not disclosed | Gaming legal leadership |
| William Hill US | Legal Counsel, Nevada | Not disclosed | Gaming regulatory and legal work |
| Pinnacle Entertainment | Vice President & Corporate Counsel | Not disclosed | Corporate legal in gaming |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Catena Media Plc (Nasdaq Stockholm) | Chief Counsel, Regional Operations – North America | Jan 2021–present | iGaming and financial services lead generation company |
| Responsible Gambling Affiliate Association | Founding Board Member | Not disclosed | Trade association promoting responsible gambling among online affiliates |
Board Governance
- Board held five meetings in 2024; each director attended at least 75% of Board and assigned committee meetings.
- Committee membership and 2024 meeting cadence: Audit (5), Compensation (2), Compliance (5), Nominating & Corporate Governance (2).
- Handler’s roles: Nominating & Corporate Governance — Chair; Compliance — Member.
- Compliance Committee remit: oversight of gaming compliance laws and regulations; quarterly reviews across IL, CO, NV, IN, MS; held five meetings in 2023.
- Compensation Committee is entirely independent under Nasdaq; active use of an independent consultant (AETHOS) and defined peer groups; no interlocks in 2024.
- Audit Committee charter includes related-party transaction approvals and risk oversight; audit members are independent and some designated financial experts.
Fixed Compensation
- Policy framework for non-employee directors (2023–2024): cash retainer $50,000; equity grant ≈$75,000; incremental cash fees for Board Chair ($25,000) and committee chairs—Audit ($17,500), Compensation ($12,000), Nominating & Corporate Governance ($10,000), Compliance ($10,000).
| Component (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $56,183 | $65,583 |
| Stock Awards (Grant-date Fair Value) | $74,999 | $75,000 |
| Option Awards | $0 (not awarded) | $0 (not disclosed) |
| Total | $131,182 | $140,583 |
Performance Compensation
- Director equity is time-based; proxy tables do not disclose performance-linked metrics, options, or PSU structures for non-employee directors.
Other Directorships & Interlocks
- No current public company directorships disclosed for Handler beyond FLL.
- Compensation Committee Interlocks: none in 2024 (and none in 2023).
Expertise & Qualifications
- Extensive gaming industry legal experience across operators and affiliates, including general counsel roles; current leadership role in iGaming affiliate operations.
- Governance leadership as chair of the Nominating & Corporate Governance Committee.
- Legal/regulatory compliance focus through Compliance Committee membership.
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 31,693 shares; <1% of class | Based on 35,975,647 shares outstanding (as of Mar 18, 2025) |
| Unvested restricted stock (vesting within 60 days of Mar 18, 2025) | 14,151 shares | Indicates ongoing equity alignment |
| Options exercisable within 60 days | Not disclosed for Handler (no options listed in footnote) | |
| Pledging/hedging status | Company prohibits pledging, hedging, short sales, margins, and derivatives for insiders. | |
| Ownership guidelines | Independent Directors: stock equal to 2x annual cash retainer. |
Insider Trades
| Date | Form | Type | Shares | Price | Note/Source |
|---|---|---|---|---|---|
| 05/19/2022 | Form 4 | Restricted stock grant | 7,407 | $0.00 | Vests 05/19/2023; filing signed by Attorney-in-Fact Lewis A. Fanger |
Governance Assessment
- Independence and committee leadership: Handler chairs the Nominating & Corporate Governance Committee and serves on Compliance, supporting board refresh, governance standards, and gaming compliance oversight.
- Attendance: Board and committee attendance thresholds met (≥75%), with robust committee activity in 2024 and 2023 (Compliance 5 meetings; Nominating 2).
- Alignment policies: strong prohibitions on hedging/pledging; explicit stock ownership guidelines for directors (2x cash retainer) and clawback policy adoption.
- Related-party transactions: none reported in 2023–2024, mitigating conflict risk.
- Shareholder support: 2025 annual meeting voting results show substantial support for Handler’s election. For/Against/Abstain/Broker Non-Votes: 19,391,201 / 2,467,442 / 58,811 / 9,120,021.
Key signals: governance leadership in nominations; compliance oversight in a highly regulated sector; clean related-party profile; equity ownership and anti-hedging policies support investor alignment.
Compensation Committee Analysis (Context for board effectiveness)
- Independent committee with no interlocks; utilized AETHOS Consulting Group in 2024; defined peer groups spanning gaming, hospitality, and consumer names; set quantitative (Adjusted EBITDA) and qualitative bonus frameworks for executives.
- Equity plan governance: 2015 and 2025 plans prohibit repricing/exchanges without shareholder approval.
Additional Reference Tables
Committee Assignments and Meetings
| Committee | 2023 Meetings | 2024 Meetings | Handler Role |
|---|---|---|---|
| Nominating & Corporate Governance | 2 | 2 | Chair |
| Compliance | 5 | 5 | Member |
| Audit | 5 | 5 | Not a member |
| Compensation | 2 | 2 | Not a member |
Director Compensation Policy (for non-employee directors)
| Element | Amount |
|---|---|
| Annual cash retainer | $50,000 |
| Equity grant (approximate) | $75,000 (grant-date value) |
| Chair fees | Audit $17,500; Compensation $12,000; Nominating & Corporate Governance $10,000; Compliance $10,000 |
Stock Ownership Guidelines (Board and Management)
| Title | Multiple |
|---|---|
| Independent Directors | 2x Annual Cash Retainer |
| CEO | 5x base salary |
| CFO | 3x base salary |
| Other NEOs | 2x base salary |
RED FLAGS and Risk Indicators
- Hedging/pledging prohibitions mitigate alignment risks; no pledging disclosed.
- Related party transactions: none in 2023–2024, lowering conflict risk.
- Option repricing prohibited absent shareholder approval, reducing governance concerns around equity modifications.
Notes
- Address for directors: c/o Full House Resorts, 1980 Festival Plaza Drive, Suite 680, Las Vegas, NV 89135.
- Board nominees and election mechanics: majority voting standard; slate included Handler in 2025.
Citations: External: Form 4 and vote results —