Earl Shanks
About Earl C. Shanks
Earl C. Shanks, age 68, has served as an independent director of Gaming and Leisure Properties, Inc. (GLPI) since 2017. He is the former CFO of Essendant Inc. (2015–2017), Convergys Corporation (2003–2012), and previously held senior finance leadership roles at NCR, ultimately serving as CFO; he brings deep expertise in accounting, capital markets, tax, and information technology/cybersecurity, and is designated an “audit committee financial expert.” He currently chairs the board of Cognyte Software Ltd. and previously served on Verint Systems Inc.’s board until 2021 .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Essendant Inc. | Chief Financial Officer | Nov 2015 – May 2017 | Led treasury, finance; executive leadership of a leading supplier of workplace essentials |
| Convergys Corporation | Chief Financial Officer | 2003 – 2012 | CFO oversight across accounting, tax, and capital markets |
| NCR Corporation | Senior Finance Roles; ultimately CFO | Prior to 2003 (years not specified) | Oversaw treasury, finance, real estate, and tax |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Cognyte Software Ltd. (Nasdaq: CGNT) | Director; Chairman | Director since Jan 2021; Chairman since Sep 2023 | Board leadership; chair responsibilities indicate significant governance oversight |
| Verint Systems Inc. (Nasdaq: VRNT) | Director | Jul 2012 – Jan 2021 | Public company board experience; helps inform oversight |
Board Governance
- Independence: GLPI’s board determined all directors other than CEO Peter M. Carlino are independent; Shanks is independent .
- Committee assignments (2024): Audit & Compliance Committee member (committee chaired by Carol “Lili” Lynton; members Shanks and E. Scott Urdang); Compensation and Nominating are not listed for Shanks .
- Committee expertise: Shanks is designated an “audit committee financial expert,” reflecting deep accounting/finance literacy .
- Attendance: In 2024, the board met 8 times; each director attended ≥75% of combined board and committee meetings and attended the prior Annual Meeting .
- Lead Independent Director: Joseph W. Marshall serves as LID; executive session responsibilities described (Shanks not LID) .
- Years of service on GLPI board: Since 2017 .
Fixed Compensation
| Component | Amount / Details | Source |
|---|---|---|
| Annual Board Cash Retainer | $130,000 | |
| Audit & Compliance Committee Member Retainer | $20,000 | |
| Committee Chair Retainers (reference) | Audit Chair $35,000; Comp Chair $25,000; Nominating Chair $22,500; Lead Independent Director $25,000 (not applicable to Shanks in 2024) | |
| Annual Restricted Stock Grant (Directors) | Restricted stock valued at $200,000; vests Dec 1 of grant year | |
| Earl C. Shanks – 2024 Cash Fees | $150,000 | |
| Earl C. Shanks – 2024 Stock Award (shares) | 4,053 | |
| Earl C. Shanks – 2024 Stock Award (fair value) | $200,016 | |
| Earl C. Shanks – 2024 Total Director Compensation | $350,016 |
Vesting practice for director restricted stock awards: vest on December 1 of the grant year .
Performance Compensation
GLPI does not disclose performance-linked compensation for non-employee directors; director equity is service-based restricted stock (no director PSUs/options disclosed). The company states a practice of granting full-value awards and not stock options; timing is typically the first trading day of the fiscal year (policy disclosed for executives and applies to equity grant practice generally) .
| Performance Metric | Weighting / Target | Outcome | Notes |
|---|---|---|---|
| None disclosed for directors | N/A | N/A | Director pay uses service-based restricted stock; no performance conditions disclosed |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock with GLPI |
|---|---|---|---|
| Cognyte Software Ltd. | Software/analytics | Director; Chairman | No direct customer/tenant/supplier overlap disclosed with GLPI’s gaming real estate tenants |
| Verint Systems Inc. | Enterprise software | Former Director | No disclosed overlap with GLPI |
Compensation Committee interlocks: GLPI discloses no interlocks or insider participation for its Compensation Committee; none involve Shanks (he is not on Compensation Committee) .
Expertise & Qualifications
- Audit committee financial expert; extensive accounting/finance and capital markets experience .
- Information technology/cybersecurity oversight background from prior executive roles; aligns with audit committee cyber-risk responsibilities .
- Public company board leadership (Chairman, Cognyte) and prior director experience (Verint) .
Equity Ownership
| Ownership Item | Amount / Detail | Source |
|---|---|---|
| Total Beneficial Ownership (as of Apr 11, 2025) | 92,783 shares | |
| Restricted Shares included in above | 4,153 shares (voting rights; disposition restricted) | |
| Ownership % of GLPI outstanding | <1% | |
| Stock Ownership Guidelines (Directors) | 5x annual cash retainer; compliance deadline 5th anniversary of appointment | |
| Compliance Status (as of Dec 31, 2024) | All directors except Ms. Chase in compliance; Shanks in compliance | |
| Anti-hedging / anti-pledging policies | Hedging prohibited; pledging prohibited except extremely limited exceptions approved by Audit & Compliance Committee | |
| Pledging by Shanks | None disclosed (Urdang disclosed pledging; Carlino family trust pledged shares; Shanks not listed as pledging) |
Insider Trades / Section 16 Compliance
| Item | Status | Source |
|---|---|---|
| Section 16(a) filing timeliness (2024) | Company reports all officers/directors timely, except one late Form 4 each for Peter M. Carlino and Debra Martin Chase; no delinquencies noted for Shanks |
Governance Assessment
- Strengths: Independent director; audit committee financial expert; strong attendance; clear alignment via equity ownership and compliance with 5x retainer guideline; no related-party transactions; robust anti-hedging/anti-pledging and clawback policies; board uses majority voting with resignation policy and maintains LID structure for independent oversight .
- Alignment: Director compensation includes meaningful equity ($200k restricted stock), enhancing long-term alignment; no director performance awards that could incentivize short-termism .
- Workload considerations: External role as Chairman of Cognyte suggests material time commitment; however, GLPI attendance requirements were met (≥75%), mitigating concerns about engagement .
- Conflicts: No related-party transactions disclosed; no tenant/operator interlocks identified with Shanks’ outside boards; anti-conflict policies and audit committee review of related persons strengthen safeguards .
- Shareholder signals: GLPI received strong say‑on‑pay support (95% in 2024), reflecting shareholder confidence in compensation governance; while focused on NEOs, it supports overall board oversight quality .
RED FLAGS: None identified for Shanks. Monitoring areas include time commitments from external chair role and continued adherence to anti‑pledging policies; current disclosures indicate compliance and sufficient attendance .