Blake Sartini
GOLDEN ENTERTAINMENTAbout Blake Sartini
Blake L. Sartini (age 66) is Golden Entertainment’s Chairman and Chief Executive Officer, serving since July 2015; he was President until August 2019. He holds a B.S. in Business Administration from UNLV and has over 30 years of gaming industry leadership, including founding Golden Gaming in 2001 and senior roles at Station Casinos; he was appointed to the Nevada Gaming Policy Committee in March 2014 and serves on the UNLV Foundation Board of Trustees . Under his leadership, 2024 results included revenues of $666.8 million, net income of $50.7 million, and Adjusted EBITDA of $155.4 million; cumulative TSR and performance for 2020–2024 are shown below .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Golden Entertainment, Inc. | Chairman & CEO; President (2015–2019) | 2015–present; President to Aug-2019 | Led merger with Sartini Gaming; streamlined ops; capital returns |
| Sartini Gaming, Inc. | President & CEO | 2012–2015 | Built distributed gaming platform prior to merger |
| Golden Gaming, LLC | Founder & CEO | 2001–2012 | Established precursor to Golden’s Nevada tavern and gaming ops |
| Station Casinos, Inc. | EVP & COO (post-IPO); Director | 1993–2001 | Senior operations leadership; board service |
| Station Casinos, Inc. | Management and executive positions | 1985–1993 | Operational leadership prior to IPO |
| El Cortez; Barbary Coast | Key operational positions | Pre-1985 | Early casino operations experience |
External Roles
| Organization | Role | Years |
|---|---|---|
| UNLV Foundation | Board of Trustees member | Not specified |
| Nevada Gaming Policy Committee | Member (appointed by Gov. Sandoval) | March 2014 |
| Various community and industry roles | See director bios matrix | Ongoing |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $1,036,539 | $1,050,000 | $1,050,000 |
| Target Annual Bonus (% of salary) | 150% | 150% | 150% |
| Actual Annual Bonus Paid ($) | $1,410,621 | $1,092,152 | $0 |
| Perquisites & Other ($) | $300,860 | $275,193 | $329,062 |
| Total Compensation ($) | $6,160,513 | $6,059,187 | $5,404,137 |
Perquisites include medical cost reimbursement ($47,857), life insurance benefits ($169,900), company-paid car ($39,825), personal security ($32,480), automobile allowance and country club dues (balance) for 2024 .
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 Annual Cash Incentive | Adjusted EBITDA (AIP definition) | 100% | $188.8m | $155.4m | 0% of target | N/A (cash) |
| 2024 PSUs | Adjusted EBITDA (AIP definition) | Earn 0–200% of target; threshold 50% | Same targets as AIP | Below threshold | 0% earned | Earned shares (if any) vest at 3rd anniversary (two-year time vest after measurement) |
| 2023 PSUs (context) | Adjusted EBITDA | 0–200% of target | N/A | 69.3% of target | Earned at 69.3% | Vest Mar-14-2026 |
| 2022 PSUs (context) | Adjusted EBITDA | 0–200% of target | N/A | 89.6% of target | Earned at 89.6% | Vested Mar-14-2025 |
2024 LT equity mix: 50% RSUs (three-year ratable vesting) and 50% PSUs (one-year performance, then two-year time vesting to third anniversary); no stock options granted in 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 6,548,788 shares (24.8% of 26,435,285 outstanding) |
| Ownership components | 5,598,610 shares via Sartini Family Trust; 46,178 shares direct; options exercisable within 60 days: 904,000 shares |
| Pledged shares (RED FLAG) | 2,600,000 shares in the Sartini Trust pledged as collateral for brokerage/margin accounts |
| Options (exercisable) | 440,000 @ $5.34 exp 8/26/2025; 264,000 @ $10.51 exp 8/26/2026; 200,000 @ $11.50 exp 3/20/2027 |
| Unvested RSUs/PSUs at 12/31/24 | RSUs: 11,177 (2022), 30,453 (2023), 59,088 (2024); PSUs earned: 30,043 (2022), 31,655 (2023) |
| Executive ownership guidelines | CEO: 6x salary; CFO/COO: 3x; other execs: 1x; all execs met guidelines as of 12/31/24 |
| Hedging/Puts/Calls | Policy prohibits short sales and buying/selling puts/calls on company securities |
Employment Terms
- Agreement: At-will employment agreement; base salary $1,050,000; target bonus 150% of salary .
- Severance (CEO): If terminated without cause or constructive termination (Qualifying Termination), cash severance equals Severance Multiplier × (salary + target bonus); Severance Multiplier is 2x, or 3x within 12 months after a change in control; continued health benefits for 18 months plus lump-sum to extend to Severance Multiplier ×12 months .
- Equity acceleration: Time-based awards (RSUs, options) accelerate on Qualifying Termination or death/disability; PSUs governed by award agreements—remain eligible to vest based on actual performance or vest if termination occurs after performance period; if PSUs not assumed in a change in control, performance-adjusted PSUs vest immediately prior to closing .
- Clawback: Compensation recovery policy adopted Oct 2, 2023 per NASDAQ/Dodd-Frank; policy filed as Exhibit 97 to 10-K .
- Non-compete/non-solicit/confidentiality: Included in executive agreements (customary terms); durations not specified in proxy .
- Tax gross-ups: Company policy indicates no excise tax gross-ups on change in control .
- Insider trading policy: Strict; enforces blackout periods; prohibits short sales and option transactions .
Board Governance
- Roles: Combined Chairman and CEO; Lead Independent Director is Terrence L. Wright, who leads independent oversight and executive sessions balancing combined role structure .
- Independence: Board determined all directors are independent except Mr. Sartini due to his CEO role .
- Committees: Audit (Chair: Lipparelli; Members: Chien, Dozier), Compensation (Chair: Wright; Members: Chien, Dozier), Corporate Governance (Chair: Dozier; Members: Chien, Wright), Compliance (Chair: Lipparelli; Member: Wright; CFO serves) .
- Meetings/attendance: Board held 4 meetings in 2024; all directors attended ≥75% of Board and committee meetings; independent directors met without management each regular quarterly meeting .
- Director compensation: Mr. Sartini receives no director fees due to executive role .
- Stock ownership guidelines (directors): 5x annual cash retainer; all non-employee directors met guidelines as of 12/31/24 .
Director Compensation (context)
Non-employee directors receive retainers and annual RSUs; committee chairs/members have additional retainers; annual RSUs sized at $162,500 divided by trailing 10-day average; vest on first anniversary; full acceleration on change in control or death/disability .
Compensation Peer Group & Say-on-Pay
- Peer group: 2024 exec comp peer group included 11 gaming/hospitality companies; after 2023–2024 divestitures, 2025 peer group median revenues ~ $800m with listed peers across gaming/hospitality .
- Targeting approach: Committee uses market data and judgment; does not benchmark to a fixed percentile; emphasizes performance-based pay and long-term equity .
- Say-on-Pay outcome: 2024 approval ~86% of votes cast (excluding abstentions and broker non-votes) .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income (Loss) ($000s) | (136,611) | 161,776 | 82,346 | 255,756 | 50,731 |
| Adjusted EBITDA ($000s, AIP basis) | 194,800 | 300,718 | 271,330 | 226,826 | 155,375 |
| TSR ($100 initial → value) | $103.48 | $262.90 | $194.59 | $207.76 | $178.40 |
Business highlights in 2024: divested additional non-core business; reduced leverage; refinanced credit facility (margin -50 bps; eliminated 10 bps Term SOFR Adjustment); redeemed/repaid $287.0 million senior unsecured notes; paid $0.25 per-share quarterly dividend (aggregate $21.3 million); repurchased 2.9 million shares at $31.63 average (total $92.1 million); ended year with $57.7 million cash and $220.0 million revolver availability .
Related Party Transactions (conflict monitoring)
- Office lease: Lease with entity partially owned by Mr. Sartini and family; annual rent expense ~$0.3 million for 2024; lease commenced Aug 2020 through Dec 31, 2030 .
- Aircraft cost-sharing: Agreements with Sartini Enterprises for company business use; ~$0.1 million costs in 2024; amendment approved Aug 6, 2024 upon aircraft purchase by affiliate; compliance oversight in place .
- Sublease: Portion of HQ sublet to Sartini Enterprises; rental income < $0.1 million in 2024 .
- Family employment: Son (Blake L. Sartini II) is COO under approved employment agreement; son-in-law (Vincent Russo) Director of Tavern Operations .
Equity Grants Detail (2024)
| Grant Type | Grant Date | Target/Units | Status |
|---|---|---|---|
| RSUs | 3/14/2024 | 59,088 | Three-year ratable vesting; first vest 3/14/2025 |
| PSUs | 3/14/2024 | Target 59,088; Earn 0–200% | 0% earned; below threshold; no vesting |
Outstanding options and RSUs/PSUs detail as of 12/31/2024 listed above .
Board Service History & Dual-role Implications
- Board service: Director since July 2015; combined CEO/Chair structure mitigated by Lead Independent Director (Wright) and fully independent Audit, Compensation, Governance, and Compliance Committees .
- Independence issues: Board affirmatively determined Mr. Sartini is not independent due to executive role; independent directors met without management each quarter; shareholders can communicate directly with the Board and committee chairs .
- Attendance: Board and committees met regularly; directors ≥75% attendance in 2024 .
Pay-for-Performance Assessment
- Alignment: 2024 outcome shows strong discipline—annual bonus paid at 0% and PSUs earned at 0% when Adjusted EBITDA achieved 82.3% of target; CEO total compensation declined versus prior years given performance .
- Mix: CEO target compensation ~60% long-term equity, 24% annual incentive, 16% base salary; no option grants in 2024; RSUs and PSUs structure maintains multi-year vesting and performance links .
Investment Implications
- Positive alignment: Clear pay-for-performance evidenced by zero 2024 payouts and forfeited PSUs; robust clawback and no CIC tax gross-ups; substantial equity ownership and 6x salary CEO stock guideline met support alignment .
- Governance mitigants: Lead Independent Director and independent committees balance CEO/Chair dual role; consistent independent executive sessions and active committee oversight .
- Watch items: Pledged 2.6 million shares could create selling/forced-sale risk under market stress; related-party transactions (lease, aircraft) are monitored but warrant ongoing audit scrutiny; concentrated ownership (~24.8%) enhances control and may affect liquidity/governance dynamics .
- Performance sensitivity: EBITDA-centric incentives can amplify cyclical exposure; 2024 divestitures and leverage reduction actions support future flexibility, but lower EBITDA baselines reduced payouts—monitor 2025 targets and PSUs design changes as peer group updated to reflect smaller revenue base .