Lloyd Nathan
About Lloyd Nathan
Lloyd Nathan, 60, joined the GEG Board in July 2025 as an independent director. He is a dual-qualified lawyer (California Attorney and Solicitor of the Senior Courts of England and Wales) with an LLB from the London School of Economics and a career spanning global gaming development, real estate, private equity and cross‑border M&A. He was appointed to the Board by Kennedy Lewis Investment Management LLC and brings “investment expertise and extensive operating and real estate experience.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MGM Resorts International (NYSE: MGM) | President, Global Gaming Development; responsible for global expansion, including Asia footprint | Not disclosed | Large‑scale development and market entry leadership |
| Asian Coast Development Ltd | CEO and Director | Not disclosed | Built gaming, hospitality and real estate company (now owned by Warburg Pincus and VinaCapital) |
| Avenues World Holdings LLC | Executive Vice Chairman of the Board | Not disclosed | Family office/private equity holding company investing in real estate and for‑profit education |
| Kennedy Lewis Investment Management LLC | Advisor (prior) | Not disclosed | Institutional alternative investment experience |
| Slaughter and May; Glaser Weil; Loeb & Loeb | Corporate/M&A Lawyer (UK/US) | Not disclosed | Cross‑border transactions and M&A specialty; dual-qualified attorney |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Rio Real Estate Holding Company LLC | Chairman | Not disclosed | Owns the landlord of the Rio Hotel & Casino, Las Vegas |
| Sansome Partners (family office) | Real estate advisor | Not disclosed | Focused on private equity investments and long‑only public equities |
Board Governance
- Independence: The Board determined all nominees except the CEO are independent; Nathan is listed as independent under Nasdaq standards.
- Committee assignments (current vs. expected):
- As of June 30, 2025: No committee assignment listed for Nathan.
- Post‑2025 Annual Meeting (expected): Nominating & Corporate Governance Committee member.
- Attendance and engagement:
- FY2025: Board held 4 meetings; committees held 10 meetings; each director attended at least 75% of combined Board/committee meetings. Executive sessions of independent directors held at each regular Board meeting; Vice Chairman presides.
- Director stock ownership guidelines: 5x annual cash retainer to be met within 5 years of initial election; time‑based RS/RSU and deferred stock units count; options, warrants, and performance‑based awards do not; shorting prohibited.
- Hedging/derivatives: Covered persons (including directors) prohibited from hedging/monetization (e.g., collars, forwards), trading options on company stock, and short sales.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $65,000 | Election available to receive retainer in fully vested shares; deferral election available since Jan 1, 2021 |
| Committee membership fee | $10,000 per committee | For each committee where director is not chair |
| Audit Committee Chair | $20,000 | Cash fee |
| Compensation Committee Chair | $10,000 | Cash fee |
| Nominating & Corporate Governance Chair | $10,000 | Cash fee |
| Vice Chairman of the Board | $65,000 | Cash fee |
Note: Nathan joined in July 2025 (post FY2025); therefore he is not listed in the FY2025 director compensation table.
Performance Compensation
| Equity vehicle | Annual grant value | Latest grant mechanics | Vesting | Performance metrics |
|---|---|---|---|---|
| Restricted Stock (non‑employee directors) | $65,000 | FY2025 included a January 3, 2025 grant of $65,000 (covering calendar 2025) | Monthly vesting from grant date; pro‑rated for partial service | None disclosed for directors’ annual grant (time‑based) |
Additional governance controls on equity compensation:
- No option/SAR repricing without shareholder approval; exercise price ≥ fair market value on grant date; plan administered by independent Compensation Committee; non‑employee director annual compensation capped at $500,000 (chair/vice chair $750,000) under the 2025 Plan.
Other Directorships & Interlocks
- Current public company directorships beyond GEG: None disclosed in the proxy biography for Nathan.
- Appointment source: Nathan was appointed to GEG’s Board by Kennedy Lewis Investment Management LLC (institutional alternative investment firm).
Expertise & Qualifications
- Legal: Dual‑qualified US/UK lawyer with LSE LLB; cross‑border M&A expertise.
- Sector/Operating: Global gaming development (MGM), hospitality and real estate (Asian Coast Development), family office/private equity governance.
- Board‑stated qualification: Investment expertise and extensive operating/real estate experience.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Shares Outstanding Basis |
|---|---|---|---|
| Lloyd Nathan | 22,817 | <1% | 33,348,987 shares outstanding as of record date |
Ownership alignment framework for directors:
- Guideline: Minimum ownership equal to 5x annual cash retainer within 5 years of initial election; once achieved, must be maintained; time‑based equity counts; options and performance‑based equity do not.
Related-Party / Conflicts Check
- Disclosures identify related‑party financing and relationships involving ICAM (affiliated with CEO Jason Reese), Northern Right (affiliated with director Matthew Drapkin), trusts affiliated with director Eric Scheyer, and Woodstead (whose designee Booker Smith joined the Board); Imperial Capital received a $270,000 finder’s fee in connection with the Woodstead transaction. Nathan is not named as a related party in these transactions.
- Review process: Audit Committee charter requires review/approval of related‑person transactions; the proxy notes no transactions requiring review other than those disclosed.
Governance Assessment
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Positives:
- Independent director with deep operating and real estate expertise aligned to GEG’s asset‑heavy strategies; expected to join Nominating & Corporate Governance Committee, strengthening governance bench.
- Strong director ownership framework (5x retainer) and strict prohibitions on hedging/options/shorting improve alignment.
- Board/committee cadence and executive sessions indicate standard governance hygiene; directors met ≥75% attendance threshold in FY2025.
- Equity plan governance (no repricing; FMV strikes; independent administration; director pay cap) aligns with best practices.
-
Watch items / potential red flags:
- Appointment by Kennedy Lewis Investment Management LLC could imply investor influence; monitor for any future transactions between GEG and Kennedy Lewis that could create related‑party considerations, though none are disclosed currently.
- Current beneficial ownership for Nathan is modest (<1%) relative to the 5x retainer guideline; track progress toward guideline within the 5‑year window from July 2025.
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Bottom line: Nathan’s background in global gaming development and real estate, plus legal/M&A credentials, is additive to GEG’s strategic focus. Independence, expected committee placement, and the company’s director compensation/ownership guardrails support investor confidence, with ongoing monitoring warranted for ownership guideline attainment and any future linkages to Kennedy Lewis.