Charles Protell
GOLDEN ENTERTAINMENTAbout Charles Protell
Charles H. Protell, 50, is President and Chief Financial Officer of Golden Entertainment (joined November 2016; promoted to President August 2019). He holds a B.S. in Commerce from the University of Virginia and previously served as Managing Director at Macquarie Capital and co‑founded REGAL Capital Advisors, with earlier investment banking roles at Credit Suisse, Deutsche Bank, and CIBC World Markets . Company performance during his tenure includes 2024 revenue of $666.8M, Adjusted EBITDA of $155.4M, and net income of $50.7M (post divestitures); 2023 revenue $1.1B, Adjusted EBITDA $223M, and net income $256M (including gains on asset sales) . Golden’s TSR (indexed to $100) measured by the company’s “Pay Versus Performance” disclosure was $178.40 in 2024 vs $207.76 in 2023, reflecting portfolio streamlining and capital returns .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Golden Entertainment (GDEN) | EVP, Chief Strategy Officer & CFO; later President & CFO | Nov 2016–present | Led finance and strategy; promoted to President Aug 2019; signatory on major disclosures |
| Macquarie Capital | Managing Director | 2011–2016 | Coverage of REIT, gaming, lodging & leisure clients |
| REGAL Capital Advisors | Co‑founder & Managing Director | 2009–2011 | Co‑founded boutique later acquired by Macquarie |
| Credit Suisse; Deutsche Bank; CIBC World Markets | Investment banking roles | Not disclosed | Sell‑side IB experience supporting capital markets and M&A |
External Roles
No public company directorships or external board roles disclosed for Protell.
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 775,577 | 785,000 | 785,000 |
| Target Bonus (% of Salary) | 115% | 115% | 115% |
| Actual Annual Incentive ($) | 808,532 | 625,994 | 0 (payout 0% on EBITDA miss) |
| All Other Compensation ($) | 75,651 | 76,664 | 79,129 |
| Total Compensation ($) | 3,622,239 | 3,582,065 | 3,271,490 |
Notes:
- Perquisites include auto allowance and country club dues; medical cost reimbursement and life insurance also provided .
Performance Compensation
Annual bonus and PSU awards are 100% tied to Adjusted EBITDA; PSUs have a one‑year performance period with two additional years of service‑based vesting.
| Program | Metric | Target | Actual | Payout | Vesting Details |
|---|---|---|---|---|---|
| FY 2024 Annual Incentive | Adjusted EBITDA (AIP basis) | $188.8M | $155.4M | 0% of target | N/A |
| FY 2024 PSUs | Adjusted EBITDA (AIP basis) | Threshold $160.5M; Target $188.8M; Max $217.1M | $155.4M | 0% earned | None vest; if earned, would vest Mar 14, 2027 |
| FY 2023 PSUs | Adjusted EBITDA (AIP basis) | Target $249.8M | $226.8M | 69.3% earned | Earned PSUs vest Mar 14, 2026 (3rd anniversary) |
| FY 2022 PSUs | Adjusted EBITDA | N/A | N/A | 89.6% earned (company result) | Vested Mar 14, 2025 |
2024 bonus framework:
- Range: 0–200% of target; threshold 85% of target performance; actual achievement 82.3% (below threshold) .
Equity Ownership & Alignment
| Item | As of Mar 28, 2024 | As of Mar 28, 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 635,191 | 725,779 |
| Ownership (% of outstanding) | 2.2% (28,948,741 SO) | 2.7% (26,435,285 SO) |
| Shares held directly | 460,191 | 550,779 |
| Options exercisable ≤60 days | 175,000 (10.57 exp. 11/28/26; 11.50 exp. 3/20/27) | 175,000 (same) |
| RSUs/PSUs vesting ≤60 days | Not specified | N/A for Protell |
| Shares pledged as collateral | 245,789 pledged (brokerage/margin accounts) | 245,789 pledged |
| Stock Ownership Guideline | 3x annual base salary for President & CFO | 3x annual base salary for President & CFO |
| Guideline compliance | Met as of 12/31/2024 | Met as of 12/31/2024 |
Unvested and earned equity detail (as of 12/31/2024):
- Unvested RSUs: 6,428 (2022), 17,514 (2023), 35,340 (2024) .
- Earned PSUs awaiting time vest: 17,276 (2022 at 89.6%), 18,204 (2023 at 69.3%); 2024 PSUs 0 earned .
- Market value for Protell’s unvested RSUs and PSUs shown using $31.60 price at 12/31/2024 (e.g., RSUs (2024) $1,116,744) .
Vesting schedule highlights:
- 2022 PSUs vested Mar 14, 2025 .
- 2023 PSUs vest Mar 14, 2026 .
- 2023 RSUs vest in equal thirds on Mar 14, 2024/2025/2026 .
- 2024 RSUs vest in equal thirds starting Mar 14, 2025 .
Insider trading policy and hedging/pledging:
- Policy prohibits short sales and trading in publicly traded options on company stock; no broader hedging policy disclosed; pledging present (245,789 shares pledged) .
Employment Terms
| Term | Details |
|---|---|
| Role & reporting | President & CFO; reports to CEO |
| Base salary & target bonus | $785,000 base; target bonus 115% of salary |
| Severance (without cause / constructive termination) | Lump sum = 2×(base + target bonus); 18 months company‑paid health; additional lump sum equal to 6× monthly health premium |
| Change‑in‑control (CIC) | No single‑trigger; time‑based awards accelerate only with qualifying termination; PSUs “performance‑adjusted” then subject to service vesting; if awards not assumed in CIC, “performance‑adjusted” PSUs vest pre‑close |
| Estimated payouts (as of 12/31/2024) | CIC or non‑CIC termination: Cash $3,375,500; Health $49,435; Equity acceleration value $7,768,223; Total $11,193,158 |
| Equity acceleration | Time‑based awards accelerate on qualifying termination, death or disability; PSUs remain eligible based on actual performance/award terms |
| Clawback | Compensation recovery policy adopted Oct 2, 2023 in accordance with NASDAQ rules |
| Non‑compete / non‑solicit | Customary confidentiality, non‑solicitation and non‑compete provisions in agreements |
| Tax gross‑ups | Company states no excise tax gross‑ups upon a change in control |
Compensation Structure Analysis
- Strong pay‑for‑performance: FY2024 annual incentive paid 0% and FY2024 PSUs 0% earned given EBITDA underperformance; RSUs continue to vest time‑based, balancing retention .
- Metrics and weighting: Both annual incentive and PSUs use Adjusted EBITDA with 0–200% linear payout structure, emphasizing cash flow and profitability discipline .
- Governance safeguards: Double‑trigger CIC treatment; clawback in place; ownership guidelines met; no option repricing without shareholder approval under the plan .
Risk Indicators & Red Flags
- Pledging: 245,789 shares pledged as collateral (alignment risk if margin calls occur) .
- Insider trading controls: Short sales/options prohibited, but no broader anti‑hedging disclosure beyond these prohibitions .
- Related party/committee roles: Protell serves on the Compliance Committee with external independent member; strengthens regulatory oversight .
- Say‑on‑pay support: 86% approval in 2024; 83% in 2023, indicating investor acceptance of design .
Performance & Track Record
| Year | Revenue ($M) | Net Income ($M) | Adjusted EBITDA ($M) | Strategic actions |
|---|---|---|---|---|
| 2024 | 666.8 | 50.7 | 155.4 | Sold non‑core ops; refinanced credit facility; redeemed $287M notes; paid $21.3M dividends; repurchased 2.9M shares ($92.1M) |
| 2023 | ~1,100 | 256 | 223 | Sold Rocky Gap and MT distributed gaming; reduced leverage; special $2/share dividend; recurring $0.25/share dividend initiated Feb 2024 |
TSR (indexed to $100 initial):
- 2024: $178.40; 2023: $207.76; 2022: $194.59; 2021: $262.90; 2020: $103.48 .
Equity Grant History (selected)
| Grant | Type | Shares | Status/Vesting |
|---|---|---|---|
| 3/14/2024 | RSUs | 35,340 | 1/3 vest annually starting 3/14/2025 |
| 3/14/2024 | PSUs (target) | 35,340 | 0% earned; none vest |
| 3/14/2023 | RSUs | 24,981 | Vest 1/3 on 3/14/2024, 3/14/2025, 3/14/2026 |
| 3/14/2023 | PSUs (target) | 24,981 | 69.3% earned; vest 3/14/2026 |
| 3/11/2022 | RSUs | 6,428 unvested at 12/31/2024 | Vested 3/14/2025 |
| 3/11/2022 | PSUs (earned) | 17,276 at 89.6% | Vested 3/14/2025 |
| 11/28/2016 | Options | 150,000 @ $10.57, exp 11/28/2026 | Exercisable |
| 3/20/2017 | Options | 25,000 @ $11.50, exp 3/20/2027 | Exercisable |
Investment Implications
- Alignment is solid through performance‑based metrics; 2024 zero payouts highlight discipline. However, pledged shares introduce financing risk if volatility rises; monitor any changes in pledging practices and blackout windows .
- Upcoming RSU/PSU releases (Mar 2026) could create modest sell‑pressure if Protell diversifies; watch Form 4 filings around vest dates .
- Retention risk appears contained: generous but market‑standard severance (2× salary+bonus) and double‑trigger CIC treatment; no excise tax gross‑ups, with clawback coverage .
- Strategy execution under Protell’s finance leadership delivered deleveraging, buybacks, and dividend initiation—positive capital allocation signals; continued Adjusted EBITDA recovery is key to future PSU earning and pay realization .