Terrence Wright
GOLDEN ENTERTAINMENTAbout Terrence L. Wright
Independent director and Lead Independent Director of Golden Entertainment (GDEN), age 75, serving on the board for 9 years as of the 2025 proxy. He founded Westcor Land Title Insurance Company in 1991 and serves on its board. He holds a BS in business administration and a JD from DePaul University, and is admitted to the California and Illinois bars. Core credentials include governance, risk management, strategic planning/M&A, compensation, and industry/operational leadership.
Past Roles
| Organization | Role | Tenure (Years) | Committees/Impact |
|---|---|---|---|
| Southwest Gas Holdings, Inc. (NYSE: SWX) | Director | Until May 2017 | Utility board experience; regulatory oversight |
| Nevada Development Authority | Past Chairman | n/d | Regional economic development leadership |
| Nevada Land Title Association | Past Chairman | n/d | Industry governance |
| Young Presidents’ Organization (Nevada Chapter) | Past Chairman | n/d | Executive network leadership |
| Las Vegas Monorail | Board member | n/d | Transportation oversight |
| Pioneer Citizens Bank; First Interstate Bank; Service First Bank of Nevada | Board member | n/d | Financial services governance |
| Boy Scouts of America | Board member | n/d | Non‑profit governance |
n/d = not disclosed
External Roles
| Organization | Role | Start Year | Notes |
|---|---|---|---|
| Westcor Land Title Insurance Company | Founder; Board Member | 1991 | Licensed nationally; ongoing board service |
Board Governance
- Independence: Board determined Wright is independent under Nasdaq standards; only CEO Sartini is non‑independent.
- Lead Independent Director: Wright presides over meetings without the Chair/CEO, can call independent director meetings, and acts as liaison with the Chair.
- Committee assignments:
- Compensation Committee – Chair
- Corporate Governance Committee – Member
- Compliance Committee – Member
- Attendance: Board held 4 meetings in 2024; all directors attended/participated in at least 75% of Board/committee meetings; all directors attended the May 23, 2024 annual meeting.
- No compensation committee interlocks or insider participation requiring disclosure.
- Risk oversight: Committee structure covers financial, information security, related‑party (Audit); compensation risk (Compensation); independence/CSR (Governance).
| Committee | Wright Role | Governance Highlights |
|---|---|---|
| Compensation | Chair | Oversees exec pay, administers 2015 Plan, applies clawback policy; uses independent consultant (Aon) |
| Corporate Governance | Member | Board evaluation, director selection, independence/conflict review, CSR oversight |
| Compliance | Member | Gaming compliance oversight; meets 4x/year |
Fixed Compensation
| Component | Amount/Structure | 2024 Wright Actuals |
|---|---|---|
| Board annual cash retainer | $60,000 | $91,593 (includes chair/member committee retainers) |
| Committee chair/member retainers | Audit Chair $25,000; Audit Member $12,500; Compensation Chair $20,000; Compensation Member $10,000; Governance Chair $15,000; Governance Member $7,500; Compliance Chair $20,000; Compliance Member $10,000 | Included in total fees above |
| Lead Independent Director premium | None paid | $0 |
Director stock ownership guideline: 5x base director cash retainer (excluding committee fees); all non‑employee directors met guidelines as of Dec 31, 2024.
Performance Compensation
- Annual director equity grant: Time‑based RSUs equal to $162,500 divided by the 10‑day trailing average closing price; vest 1 year from grant; change‑in‑control/death/disability accelerate vesting.
- 2024 Wright stock award grant‑date fair value: $154,316; unvested RSUs outstanding 9,667 at year‑end; Wright elected to defer vesting of 2023 RSUs.
| Equity Element | Grant Mechanics | Vesting/Acceleration | 2024 Wright Metrics |
|---|---|---|---|
| Annual RSUs | $162,500 ÷ 10‑day avg price | Full vest at 1st anniversary; C‑in‑C/death/disability accelerate | $154,316 grant‑date FV |
| RSUs Outstanding | n/a | Per award terms | 9,667 unvested RSUs at 12/31/24; 2023 RSUs deferred by election |
| Options (legacy) | n/a (no new director options) | As granted historically | 30,000 shares underlying options noted in ownership footnote |
No director performance metrics (EBITDA/TSR) are tied to director pay; equity grants are time‑based.
Other Directorships & Interlocks
| Company | Relationship to GDEN | Potential Interlock/Conflict |
|---|---|---|
| Southwest Gas Holdings (prior) | No disclosed current business with GDEN | No current interlock; role ended May 2017 |
| Westcor Land Title Insurance Company | Unrelated business (title insurance) | Founder/board member; no GDEN transactions disclosed |
| Various banks; Las Vegas Monorail; Boy Scouts | Unrelated sectors | No GDEN related‑party transactions disclosed for Wright – |
Expertise & Qualifications
- Board skills matrix: Governance, risk management, strategic planning/M&A, human capital/compensation, industry/operational leadership; public company experience. Tenure 9 years.
- Legal credentials: JD; member of CA and IL bars.
Equity Ownership
| Holder | Shares Held | Options (Exercisable ≤60 days) | RSUs Vesting ≤60 days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|---|
| Terrence L. Wright | 61,616 | 30,000 | 9,667 | 101,283 | <1.0% (star “*” denotes <1%) |
- Pledging/Hedging: No pledged Wright shares disclosed; company policy prohibits short sales and buying/selling puts/calls in company securities.
- Ownership guideline compliance: Directors met guidelines as of year‑end 2024.
Fixed and Performance Compensation Tables (Director‑level)
| 2024 Director Compensation | Fees Earned (Cash) | Stock Awards (Grant‑Date FV) | Total |
|---|---|---|---|
| Terrence L. Wright | $91,593 | $154,316 | $245,909 |
| Outstanding Awards (12/31/2024) | Shares Underlying Options | Unvested RSUs |
|---|---|---|
| Terrence L. Wright | 30,000 | 9,667 |
Governance Assessment
-
Strengths
- Lead Independent Director role provides counterbalance to combined Chair/CEO; Wright actively presides over independent sessions.
- Independent chairing of Compensation Committee; use of independent consultant (Aon) and adoption of clawback policy enhance pay governance.
- Documented independence, attendance (≥75%), and multi‑committee engagement (Compensation, Governance, Compliance).
- Director ownership guidelines met; annual RSU grants align with shareholder value (time‑based).
-
Potential Risks/Considerations
- No additional compensation for Lead Independent Director (neutral to risk; keeps incentives controlled).
- Related‑party transactions exist involving the CEO and family entities, but no Wright‑specific related‑party transactions disclosed. Continued Audit Committee oversight remains important. –
- Share ownership is <1%, though guidelines are met; continued monitoring of alignment via equity grants is prudent.
-
Shareholder Signals
- Say‑on‑Pay 2024 approval ~86% indicates acceptable investor support for compensation framework overseen by Wright’s Compensation Committee.
RED FLAGS: None disclosed specific to Wright (no pledging; no related‑party dealings; attendance ≥75%; independence affirmed). Ongoing vigilance on broader related‑party items (CEO/family) is warranted via committee oversight. –