Andy Chien
GOLDEN ENTERTAINMENTAbout Andy H. Chien
Independent director of Golden Entertainment (GDEN) since April 2022; age 49 with ~3 years of board tenure as of the 2025 proxy. Former CFO/Treasurer of MGM Growth Properties LLC (NYSE:MGP) from IPO (Apr 2016) until sale to VICI Properties (Apr 2022). Education: MBA (Finance & Real Estate) from UCLA Anderson; BS, Electrical Engineering, summa cum laude, University of Michigan. Board independence affirmed by GDEN; attendance at or above 75% for board/committee meetings, with directors attending the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MGM Growth Properties LLC (NYSE:MGP) | Chief Financial Officer & Treasurer | Apr 2016–Apr 2022 | Finance leadership for gaming REIT; IPO to sale to VICI Properties |
| Greenhill & Co. | Managing Director (REIT, gaming, lodging, leisure coverage) | 2009–2016 | Advised on capital markets/M&A; sector expertise |
| UBS Investment Bank | Investment Banking | Not disclosed | Capital markets experience |
| Citigroup/Salomon Smith Barney | Investment Banking | Not disclosed | Capital markets experience |
| Commerce One | Various positions | Not disclosed | Technology/operations experience |
| Intel Corporation | Various positions | Not disclosed | Technology/operations experience |
External Roles
- No current public-company directorships disclosed; prior executive role at MGP (sold to VICI in 2022).
Board Governance
| Governance Item | 2024 | 2025 |
|---|---|---|
| Board independence (Nasdaq) | Independent (except CEO Sartini) | Independent (except CEO Sartini) |
| Lead Independent Director | Terrence L. Wright | Terrence L. Wright |
| Board meetings held | 4; all directors ≥75% attendance; directors attended May 25, 2023 annual meeting | 4; all directors ≥75% attendance; directors attended May 23, 2024 annual meeting |
| Audit Committee | Member; Chair: Mark A. Lipparelli; members: Chien, Dozier | Member; Chair: Mark A. Lipparelli; members: Chien, Dozier |
| Compensation Committee | Member; Chair: Wright; members: Wright, Chien, Marnell | Member; Chair: Wright; members: Wright, Chien, Dozier |
| Corporate Governance Committee | Member; Chair: Dozier; members: Dozier, Marnell, Wright | Member; Chair: Dozier; members: Dozier, Chien, Wright |
| Compliance Committee | Member; Chair: Lipparelli; members: Chien; Protell; independent member Jingoli | Not a member; Committee: Lipparelli (Chair), Wright, Protell; independent member Jingoli |
| Comp Committee interlocks disclosure | None requiring Item 407(e) disclosure | None requiring Item 407(e) disclosure |
| Compensation Committee Report signatory | Yes (Wright, Chien, Marnell) | Yes (Wright, Chien, Dozier) |
Fixed Compensation
- Director cash retainer schedule (payable quarterly): Board $60,000; Audit Chair $25,000 / Member $12,500; Compensation Chair $20,000 / Member $10,000; Corporate Governance Chair $15,000 / Member $7,500; Compliance Chair $20,000 / Member $10,000. No extra pay for Lead Independent Director.
- Equity: annual time-based RSU sized at $162,500 ÷ trailing average price; vest 1-year; accelerate on change-in-control/death/disability. Grant sizing window changed from 20-trading-day (2024) to 10-trading-day average (2025).
| Director Compensation for Andy H. Chien | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $82,500 | $90,282 |
| Stock Awards ($, grant-date fair value) | $178,547 | $154,316 |
| Total ($) | $261,047 | $244,598 |
Performance Compensation
- Directors do not receive performance-based equity or cash; equity is time-based RSUs with 1-year vest and CIC/death/disability acceleration.
Other Directorships & Interlocks
- No current public-company board roles disclosed for Chien. Compensation Committee reported no interlocks/insider participation relationships requiring disclosure.
Expertise & Qualifications
- Board Matrix highlights for Chien: Capital markets/finance/accounting; risk management; strategic planning/M&A; public company experience; industry/operational leadership. Tenure on GDEN board: 3 years (2025).
- Biography reinforces gaming/real estate finance expertise and sector familiarity.
Equity Ownership
| Beneficial Ownership (Chien) | As of Mar 28, 2024 | As of Mar 28, 2025 |
|---|---|---|
| Total shares beneficially owned | 7,923 (less than 1%) | 13,297 (less than 1%) |
| Breakdown | 3,630 shares + 4,293 RSUs vesting ≤60 days | 3,630 shares + 9,667 RSUs vesting ≤60 days |
| Shares pledged as collateral | None disclosed | None disclosed |
| Director stock ownership guidelines | 5x annual board cash retainer; as of 12/31/2024 all non-employee directors met guidelines (Chien included) |
Governance Assessment
- Board effectiveness: Active participation across Audit, Compensation, and Corporate Governance committees; moved off Compliance Committee by 2025, reflecting focus on core governance/finance oversight. Chien co-signs Compensation Committee Report, indicating engagement in pay oversight.
- Independence and attendance: Independence affirmed; at least 75% meeting participation; attendance at the annual meeting—supports investor confidence in oversight diligence.
- Pay and alignment: Director pay mix balanced (cash + time-based RSUs) near peer median; no director-specific performance pay—reduces risk of misaligned incentives. RSU vest acceleration limited to CIC/death/disability; company maintains clawback policy for incentive comp (primarily executive), and insider trading policy prohibiting short sales and option transactions.
- Ownership: Beneficial ownership increased from 7,923 (2024) to 13,297 (2025); no pledging—positive alignment and risk profile. Compliance with 5x retainer ownership guidelines reported as met by 12/31/2024.
- Conflicts/related-party: No Item 407(e) interlocks; no related-party transactions disclosed involving Chien. Audit Committee oversees related-party reviews. Prior MGP/VICI background should be noted for network awareness, but no conflicts with GDEN transactions disclosed.
- Shareholder signals: Say-on-pay support strong (≈83% in 2023; ≈86% in 2024), suggesting investor comfort with compensation governance.
RED FLAGS: None disclosed specific to Chien—no pledging/hedging; no related-party transactions; attendance and independence affirmed.
Positive indicators: Deep sector finance expertise; multi-committee service; growing beneficial ownership; adherence to ownership guidelines; active role in compensation oversight; robust governance policies (insider trading restrictions; clawback).