Blake Sartini II
GOLDEN ENTERTAINMENTAbout Blake Sartini II
Executive Vice President and Chief Operating Officer (COO) of Golden Entertainment (GDEN). Age 39; BS in Business Administration from Chapman University; promoted to COO in March 2024 after joining Golden via the Sartini Gaming merger in July 2015 . Company performance used for incentives: 2024 revenue $666.8M; Adjusted EBITDA $155.4M; net income $50.7M; 2023 Adjusted EBITDA $226.8M (69.3% PSU earn); 2022 Adjusted EBITDA $271.3M (89.6% PSU earn) . GDEN stock traded $27.67–$40.15 during 2024, framing compensation outcomes vs market context .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Golden Entertainment | Executive Vice President & COO | Mar 2024–present | Oversight of all operating casinos and Nevada taverns; expanded remit to The STRAT, Laughlin resorts |
| Golden Entertainment | EVP of Operations | Jun 2021–Mar 2024 | Led distributed gaming (pre-divestiture) and taverns; oversaw Arizona Charlie’s and Pahrump properties |
| Golden Entertainment | SVP Distributed Gaming | Jul 2015–Jun 2021 | Managed Nevada/Montana distributed gaming and taverns under PT’s, Sierra Gold, SG Bar, Sean Patrick’s brands |
| Sartini Gaming (GRO) | Vice President of Operations | Sep 2014–Jul 2015 | Led Golden Route Operations (GRO) operations |
| Sartini Gaming (GRO) | Assistant Director | Jan 2012–Sep 2014 | Operational leadership in distributed gaming |
| Sartini Gaming (GRO) | Marketing Manager | Jan 2010–Jan 2012 | Marketing and growth initiatives |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ultimate Fighting Championship (UFC) | Senior Business Associate (UK) | Prior to 2010 | International event operations and talent relations experience |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 Update |
|---|---|---|---|
| Base Salary Rate ($) | 475,000 | 550,000 (promotion) | 550,000 |
| Target Bonus (% of Salary) | 85% | 100% (Mar 2024 amendment) | 110% (Feb 24, 2025 amendment) |
| Salary Actually Paid ($) | 474,038 | 532,115 | — |
| All Other Compensation ($) | 48,897 (auto allowance; medical; life) | 55,909 (auto allowance $24,000; medical $30,343; life $1,566) | — |
Performance Compensation
Annual Incentive – 2024 (Cash)
| Metric | Weighting | Target (Adjusted EBITDA) | Actual | % Achievement | Payout |
|---|---|---|---|---|---|
| Adjusted EBITDA (company-wide) | 100% | $188.8M | $155.4M | 82.3% | 0% of target |
Notes: Individual cash target opportunity for Blake II was $550,000 at target (threshold $275,000; max $1,100,000) . Adjusted EBITDA definition excludes certain items, including the cost of awards payable under the program .
PSUs – Earn/vesting by year
| Year | Metric | Target PSUs (#) | Achievement (% of Target) | Earned PSUs (#) | Vest Date |
|---|---|---|---|---|---|
| 2022 | Adjusted EBITDA (1-yr) | 8,409 | 89.6% | 7,534 (eligible to vest) | Mar 14, 2025 |
| 2023 | Adjusted EBITDA (1-yr) | 12,092 | 69.3% | 8,379 | Mar 14, 2026 |
| 2024 | Adjusted EBITDA (1-yr) | 17,820 | Below threshold | 0 | — |
PSUs earned after 1-year performance then require two additional years of service-based vesting, with vest on the third anniversary of grant; linear earn scale 50%/100%/200% at threshold/target/max .
RSUs – Grants and vesting
| Year | RSUs Granted (#) | Vesting |
|---|---|---|
| 2022 | 8,410 | 3 equal annual installments; first vested Mar 14, 2023; remaining Mar 14, 2024 & Mar 14, 2025 |
| 2023 | 12,093 | 3 equal annual installments; vested Mar 14, 2024, Mar 14, 2025, and Mar 14, 2026 |
| 2024 | 17,820 | 3 equal annual installments; vested Mar 14, 2025; remaining Mar 14, 2026 & Mar 14, 2027 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 549,170 shares; 2.1% of outstanding |
| Components | 145,000 options exercisable within 60 days (grants: 50,000 @ $5.34 exp 8/26/2025; 70,000 @ $10.51 exp 8/26/2026; 75,000 @ $11.50 exp 3/20/2027) |
| Direct/Common | 154,170 shares held directly |
| Indirect | 250,000 shares held by D’Oro Holdings, LLC (pecuniary interest) |
| Unvested RSUs (12/31/2024) | 29,246 total across 2022, 2023, 2024 grants |
| Earned but Unvested PSUs (12/31/2024) | 7,923 (2022) and 8,811 (2023) subject to time-based vesting |
| Ownership Guidelines | COO guideline: 3x annual base salary; all executives met guidelines as of 12/31/2024 |
| Hedging & Pledging | Hedging and derivative transactions prohibited; pre-clearance required for trades and pledges; no pledges disclosed for Blake II (CEO and CFO pledges disclosed separately) |
Upcoming unlocks/selling pressure indicators:
- PSU vesting events: 2022 PSUs vest Mar 14, 2025 (7,534 shares) and 2023 PSUs vest Mar 14, 2026 (8,379 shares) .
- RSU installments: 2023 and 2024 RSUs vest Mar 14, 2026 and Mar 14, 2026/2027 respectively .
- Option expirations in 2025–2027 may drive exercises .
Employment Terms
| Provision | Key Terms |
|---|---|
| Current role & promotion | Appointed EVP & COO effective Mar 20, 2024 |
| Employment agreement (Mar 2024; amended Feb 2025) | Base salary $550,000; target bonus 100% (increased to 110% Feb 2025) |
| Severance (Qualifying Termination) | Lump sum equal to 2x (salary + target bonus); health benefits at active rates for 18 months plus cash for 6x monthly premium differential; acceleration of unvested equity per agreement and award terms; options exercisable for at least 1 year post-termination |
| Payments upon Termination/CIC (as of 12/31/2024) | Cash severance $2,200,000; health benefits $49,435; acceleration of vesting $9,189,785; total $11,439,220 (same amounts shown for without cause/Good Reason and following CIC, reflecting double-trigger framework) |
| CIC protections & clawback | Double-trigger for CIC; no excise tax gross-ups; company clawback policy adopted Oct 2, 2023 |
| Non-compete/Non-solicit | Employment agreements include customary confidentiality, non-solicitation and non-compete provisions (durations not specifically disclosed) |
Note: Proxy states PSUs are excluded from accelerated vesting terms of employment agreements and governed by PSU award agreements .
Compensation Structure Analysis
- Base increased 15.8% in 2024 on promotion; target bonus raised from 85% (prior role) to 100% in 2024 and 110% in 2025, increasing at-risk exposure .
- Strong pay-for-performance alignment: 2024 bonus payout zero and 2024 PSUs forfeited as Adjusted EBITDA achieved 82.3% of target (below threshold) .
- Equity mix shifted to RSUs/PSUs (50/50), with PSU performance based solely on one-year Adjusted EBITDA then two-year service vesting, tying value to both operations and stock performance .
- Perquisites modest vs proxy peers; 2024 “All Other Compensation” totaled $55,909 (auto allowance, medical reimbursement, life insurance) .
Related Party Transactions
- Office lease in a building partly owned by the Sartini family, including 1.67% beneficial ownership by each of Mr. Sartini’s three children (including Blake II); 2024 rent expense ~$0.3M .
- Aircraft time-sharing/co-user/cost-sharing agreements with Sartini Enterprises, Inc.; Audit Committee oversight; $0.1M costs incurred in 2024 .
- Disclosure of family relationship: Blake II is son of CEO Blake L. Sartini; his employment agreements and amendments approved by Audit and Compensation Committees .
Compensation Peer Group & Say-on-Pay
- 2024 peer group (unchanged from 2023) includes PENN, BYD, BALY, FUN, CHDN, SPHR, RRR, ACEL, CHH, MCS, MCRI; methodology considers industry, revenue scale (0.4x–3.0x GDEN), and talent market .
- 2025 peer group updated to reflect smaller revenue size (~$800M median) post divestitures (e.g., WH, BJRI, DIN, TH, INSE, FLL added) .
- Committee does not benchmark to a specific percentile; uses judgment and market data .
- 2024 Say-on-Pay approval ~86% For, indicating shareholder support for pay design .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Adjusted EBITDA ($M) | 271.3 | 226.8 | 155.4 |
| Notable corporate actions | — | Rocky Gap and distributed gaming divestitures (2023–2024) | Refinanced credit facility (-50 bps margin), redeemed $287M notes; $92.1M share repurchases; $0.25/qtr dividends ($21.3M total) |
These outcomes directly fed incentive results (2022 PSUs 89.6% earned; 2023 PSUs 69.3% earned; 2024 PSUs 0%) .
Equity Ownership & Alignment – Detailed Breakdown (as of 12/31/2024)
| Category | Amount |
|---|---|
| Direct common shares | 154,170 |
| D’Oro Holdings, LLC | 250,000 (pecuniary interest) |
| Options exercisable | 145,000 (50,000 @ $5.34 exp 8/26/2025; 70,000 @ $10.51 exp 8/26/2026; 75,000 @ $11.50 exp 3/20/2027) |
| Unvested RSUs (by grant) | 2,948 (2022); 8,478 (2023); 17,820 (2024) |
| Earned PSUs (unvested) | 7,923 (2022); 8,811 (2023) |
| Ownership % of shares outstanding | 2.1% |
| Hedging/pledging policy | Hedging/derivatives prohibited; pre-clearance required; no pledges disclosed for Blake II |
| Ownership guideline status | Meets guideline (3x salary for COO) |
Employment Terms – Payments Upon Termination (Value as of 12/31/2024)
| Scenario | Cash Severance | Health Benefits | Equity Vesting Acceleration | Total |
|---|---|---|---|---|
| Company without cause or Good Reason following CIC | $2,200,000 | $49,435 | $9,189,785 | $11,439,220 |
| Death or Disability | — | — | $9,189,785 | $9,189,785 |
| Company without cause or Good Reason | $2,200,000 | $49,435 | $9,189,785 | $11,439,220 |
PSUs subject to accelerated vesting under award terms, not employment agreements .
Risk Indicators & Red Flags
- No pledging disclosed for Blake II; hedging prohibited by policy (positive alignment signal) .
- Family relationship (CEO’s son) requires continued independent committee oversight; related party office lease exists but with Audit Committee review and modest rent levels (governance mitigation) .
- 2024 zero bonus and PSU forfeiture indicates incentives reacting appropriately to below-threshold performance (pay discipline) .
- Upcoming vesting and option expirations could create trading windows; company requires pre-clearance and Trading Window adherence, reducing timing risk .
Investment Implications
- Alignment: A large personal stake (2.1%), compliance with 3x salary ownership guideline, and no pledges are positives for shareholder alignment; hedging is prohibited .
- Retention: Two-times salary+target bonus severance and broad equity acceleration (subject to PSU terms) reduce exit friction and imply moderate retention risk; no enhanced CIC multiple vs base case for Blake II (CEO has higher CIC multiple) .
- Incentive quality: One-year Adjusted EBITDA PSU design tightened in 2021 with two-year service vesting; 2024 forfeiture (0% earn) underscores rigorous targets and pay-for-performance .
- Trading signals: Watch Mar 14, 2025/2026/2027 vest dates and 2025–2027 option expirations for potential 10b5-1 executions; pre-clearance and blackout windows apply .
- Governance backdrop: Say-on-Pay ~86% support and independent comp consultant/committee practices suggest stable compensation governance; peer group recalibrated to post-divestiture scale .