Mark Lipparelli
GOLDEN ENTERTAINMENTAbout Mark A. Lipparelli
Independent director; Age 59; approximately 9 years of board tenure at Golden Entertainment as of the 2025 proxy. Former Chair of the Nevada Gaming Control Board and a designated “audit committee financial expert”; holds a B.S. in finance and an M.A. in economics from the University of Nevada, Reno. Current operator/investor across multiple gaming technology and operations entities (GVII, CAMS, SBOpco/SuperBook) and Chairman of Galaxy Gaming, with additional information security oversight experience relevant to board service.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nevada Gaming Control Board | Board Member and Chairman | 2009–2012 | Led regulatory oversight of gaming operators |
| Nevada Legislature (State Senate District 6) | Appointee (State Senator) | Appointed Dec 2014 | Served on multiple Senate committees |
| Nevada Gaming Policy Committee | Appointee (twice) | Not disclosed | Advisory input on state gaming policy |
| Bally Technologies, Inc. | EVP, Operations | 2002–2007 | Executive leadership at NYSE-listed gaming supplier |
| Shuffle Master, Inc. | EVP, then President | 2001–2003 | Executive leadership at gaming supply company |
| Camco, Inc. | Chief Financial Officer | 2000–2001 | CFO of retail chain holding company |
| Bally Gaming, Inc. (Alliance Gaming subsidiary) | SVP, Entertainment Systems | 1998–2000 | Product/system leadership |
| Casino Data Systems | Various roles incl. VP Finance | 1993–1998 | Finance and management positions |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| GVII, LLC | Managing Member & CEO | Current | Nevada gaming licensee managing Westgate Resort Las Vegas |
| CAMS, LLC | Managing Member | Current | Tech services for online gaming |
| SBOpco, LLC (SuperBook) | Chairman & Managing Member | Current | Sportsbook operator |
| Galaxy Gaming, Inc. | Chairman of the Board | Current | Developer/distributor of table games and wagering platforms |
| General Commercial Gaming Regulatory Authority | Board Member | Current | Regulatory board role |
| GVIII, LLC | Managing Member/Advisor | Current | Advisor to operating and investment entities |
| Professional/Non‑profit | Trustee Emeritus (UNR Foundation); former Chair (International Center for Responsible Gaming); member (IAGA, IMGL) | Current/Former | Governance and industry affiliations |
Board Governance
- Independence: Board determined Lipparelli is an independent director under Nasdaq rules; only the CEO is non‑independent.
- Committee leadership and responsibilities:
- Audit Committee Chair; designated “audit committee financial expert”; oversight includes financial reporting, auditor independence, risk (incl. information security), and related‑party transaction review. 4 meetings in 2024.
- Compliance Committee Chair; oversees Gaming Compliance and Reporting Plan required by Nevada; committee members include Lipparelli, Terrence Wright, and CFO Charles Protell, with independent member Thomas Jingoli; 4 meetings in 2024.
- Corporate Governance Committee member.
- Board engagement: Board held 4 meetings in 2024; all directors attended at least 75% of board/committee meetings and all attended the May 23, 2024 annual meeting; independent directors held executive sessions at each quarterly meeting.
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Chair | 4 | Financial reporting, auditor oversight; risk incl. info security; related‑party review; financial expert designation |
| Compliance | Chair | 4 | Gaming compliance oversight; includes external independent member (Jingoli) |
| Corporate Governance | Member | Not disclosed | Governance policies/board composition |
Fixed Compensation
| Component | Amount/Policy | Source |
|---|---|---|
| 2024 Fees Earned (Cash) – Mark A. Lipparelli | $105,000 | |
| Standard Annual Board Retainer (non‑employee) | $60,000 | |
| Audit Committee – Chair | $25,000 | |
| Corporate Governance Committee – Member | $7,500 | |
| Compliance Committee – Chair | $20,000 | |
| Meeting fees | None disclosed |
Note: The standard program rates do not exactly foot to Lipparelli’s 2024 cash received; fees actually paid are as disclosed in the Director Compensation Table.
Performance Compensation
| Equity Element | Amount/Terms | Vesting/Triggers | Notes |
|---|---|---|---|
| 2024 Stock Awards (grant date fair value) – Mark A. Lipparelli | $154,316 | Annual time‑based RSUs; generally vest in full on first anniversary | Annual units sized at $162,500 ÷ 10‑day average stock price; time‑based, not performance‑based |
| Unvested RSUs outstanding (12/31/2024) | 9,667 units | Service‑based | Directors (incl. Lipparelli) elected to defer vesting of their 2023 RSUs; release per elected future date |
| Change‑in‑Control/Death/Disability | N/A | RSUs vest in full upon CIC, death, or disability | Director equity plan terms |
| Clawback | N/A | Subject to Company clawback policy | Per Restated Plan and policy |
- Performance metrics for director equity: None; non‑employee director grants are time‑based RSUs, not tied to financial or TSR metrics.
Other Directorships & Interlocks
| Company/Entity | Role | Interlock/Notes |
|---|---|---|
| Galaxy Gaming, Inc. | Chairman of the Board | Gaming technology company; no GDEN related‑party dealings disclosed in proxy |
| SBOpco, LLC (SuperBook) | Chairman & Managing Member | Sportsbook operator; monitor for potential industry adjacency, though no related‑party transactions disclosed in proxy |
| Compensation Committee Interlocks (GDEN) | N/A | Company disclosed no relationships requiring Item 407(e) reporting for Compensation Committee; Lipparelli is not on the committee |
Expertise & Qualifications
| Skill/Experience | Lipparelli |
|---|---|
| Public company experience | Yes |
| Corporate governance | Yes |
| Capital markets, finance, accounting | Yes |
| Information services/technology/cybersecurity | Yes |
| Legal, regulatory, public policy | Yes |
| Strategic planning, business development, M&A | Yes |
| Human capital, talent, compensation | Yes |
| Industry/operational leadership (gaming) | Yes |
| Audit committee financial expert | Yes (Board designation) |
| Education (UNR – Finance/Economics) | B.S. Finance; M.A. Economics |
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Common shares owned (3/28/2025) | 72,740 | Direct holdings as of record date |
| RSUs vesting within 60 days (from 3/28/2025) | 9,667 | Included for beneficial ownership purposes |
| Total beneficial ownership | 82,407 | “Less than 1%” of shares outstanding (26,435,285) |
| Shares pledged | None disclosed for Lipparelli | Proxy lists pledging for Sartini and Protell; not for Lipparelli |
| Ownership guidelines | Met | Directors must hold 5x annual cash retainer; all non‑employee directors were in compliance as of 12/31/2024 |
Governance Assessment
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Strengths for investor confidence
- Dual chair roles (Audit and Compliance) with formal “financial expert” designation; direct oversight of audit quality, information security risk, and related‑party review.
- Deep gaming regulatory and operating background (former Chair, Nevada Gaming Control Board; current roles across gaming operations/technology), aligned with GDEN’s regulatory profile.
- Documented independence; board/committee attendance thresholds met across directors; independent director executive sessions held quarterly; attended the 2024 annual meeting.
- Ownership alignment: meaningful equity exposure via annual RSUs; in compliance with 5x retainer ownership guideline.
- Shareholder sentiment context: 2024 Say‑on‑Pay received ~86% support, signaling generally favorable views of pay governance.
-
Risk indicators and monitoring items
- External chairs/management roles within the gaming ecosystem (e.g., SuperBook; Galaxy Gaming) create potential adjacency—continue to monitor related‑party transaction disclosures (Audit Committee has explicit oversight mandate). No Lipparelli‑specific related‑party transactions were disclosed in the 2025 proxy.
- Director equity is time‑based and subject to full acceleration on change‑in‑control; while standard, investors should track any future shifts in the cash/equity mix or use of performance‑conditioned director equity.
Notes on Director Compensation Structure
- Cash/equity mix set near peer median; no Lead Independent Director premium; annual time‑based RSU grant sized at $162,500 using a 10‑day average price; vests in 1 year; CIC/death/disability acceleration provided.
- Non‑employee director compensation cap: $500,000 per calendar year (up to $800,000 in initial year of service) under the Restated Plan; awards subject to the Company’s clawback policy.
Additional Board‑Level Context
- Board size: five directors; all nominees independent except CEO.
- Audit Committee report confirms oversight of audited financials and auditor independence.
- Compliance Committee met four times in 2024, reflecting ongoing regulatory oversight cadence.