Joseph Marshall III
About Joseph W. Marshall, III
Joseph W. Marshall, III (age 72) has served on GLPI’s Board since 2013 and is the Board’s Lead Independent Director. He is Of Counsel at Stevens & Lee, PC (formerly Vice-Chairman through Dec 2023) and brings deep legal, compliance, and gaming regulatory expertise from prior roles including CEO and long-time Chair at Temple University Health System and service on the Pennsylvania Gaming Control Board and Ethics Commission .
Past Roles
| Organization | Role | Tenure/Date | Committees/Impact |
|---|---|---|---|
| Stevens & Lee, PC; Griffin Holdings, LLC | Vice-Chairman; currently Of Counsel | Vice-Chairman Feb 2010–Dec 2023; now Of Counsel | Senior legal and business leadership |
| Temple University Health System | CEO; Chairman of the Board | CEO 2001–2008; Chairman 1999–2023 | Led one of Pennsylvania’s largest healthcare orgs; governance oversight |
| Pennsylvania Gaming Control Board | Member (prior service) | Not specified (prior) | Direct gaming regulatory experience |
| Pennsylvania Ethics Commission | Member (prior service) | Not specified (prior) | Ethics/governance oversight |
| U.S. Medicaid Commission (HHS) | Member (prior service) | Not specified (prior) | Federal healthcare policy advisory |
| Health Partners (Medicaid/Medicare HMO) | Director | 2003–2008 | Payer governance |
| Cancer Treatment Centers of America – Eastern Regional Medical Center | Director (past) | Not specified (past) | Hospital governance |
| First Bank of Delaware | Director (past) | Not specified (past) | Financial services oversight |
External Roles
| Organization | Role | Tenure/Date | Notes |
|---|---|---|---|
| SIGA Technologies, Inc. (Nasdaq: SIGA) | Director | Since 2009 | Current public company board |
| Temple University | Trustee | 32+ years | Long-tenured higher-ed governance |
| Chestnut Hill Hospital | Chairman of the Board | Current | Board leadership (non-profit/healthcare) |
| Fox Chase Comprehensive Cancer Center | Chairman of the Board | Current | Board leadership (non-profit/healthcare) |
Board Governance
- Roles and independence: Lead Independent Director; responsibilities include setting agendas for independent director sessions, liaising with the Chair/CEO and major shareholders, presiding in the Chair’s absence, and serving as acting Chair if needed. Board deems all directors other than the CEO (Carlino) independent; Marshall is independent .
- Committees (2024): Compensation Committee member; not on Audit & Compliance or Nominating & Corporate Governance Committees .
- Attendance and engagement: In 2024, the Board held 8 meetings and committees met 6 (Audit), 5 (Compensation), 3 (Nominating); each director attended at least 75% of aggregate Board and assigned committee meetings and attended the prior Annual Meeting .
- Shareholder support: At the 2024 Annual Meeting, Marshall received 235,219,742 “For” vs. 7,707,491 “Against” and 177,262 abstentions; Say‑on‑Pay passed 230,428,213 “For” vs. 12,415,192 “Against,” indicating strong investor support for governance and pay programs .
Fixed Compensation (Non‑Employee Director Pay Program)
| Component (2024) | Amount/Structure | Notes |
|---|---|---|
| Annual Cash Retainer | $130,000 | Standard director retainer |
| Lead Independent Director Fee | $25,000 | Additional role retainer |
| Committee Member Retainer | $15,000 (Compensation Committee) | Committee membership fee |
| Equity – Annual Restricted Stock | $200,000 grant value | Vests on December 1 of the grant year; FASB ASC 718 fair value based on prior-day close |
| Marshall’s 2024 Director Compensation | Fees Earned or Paid in Cash ($) | Stock Awards (#) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| Joseph W. Marshall, III | — | 7,498 | 370,026 | 370,026 |
| Footnotes | Mr. Marshall elected to receive his annual cash retainer, committee fees, and Lead Independent Director fee (aggregate $170,000) in the form of restricted stock in 2024; no unvested director stock awards outstanding as of 12/31/2024; director equity vests Dec 1 of grant year | |||
Performance Compensation
- GLPI’s non‑employee directors receive time‑based restricted stock; no performance‑conditioned director awards are disclosed (no TSR/financial metric linkage for director grants) .
Other Directorships & Interlocks
- Current public board: SIGA Technologies (since 2009); no disclosed interlocks with GLPI executives or reciprocal comp committees. GLPI discloses no Compensation Committee interlocks or insider participation in 2024 .
- Sector interlock risk: SIGA is biotech (no apparent customer/tenant/supplier overlap with GLPI’s gaming real estate), reducing conflict risk .
Expertise & Qualifications
- Legal, compliance, and regulatory: Extensive background including Pennsylvania Gaming Control Board; enhances oversight in a highly regulated industry .
- Executive leadership: Former CEO and long-serving chair in a large health system; board leadership roles at major institutions .
- Risk oversight and shareholder engagement: As Lead Independent Director, chairs independent sessions and interfaces with major shareholders on behalf of independent directors .
Equity Ownership
| Holder | GLPI Common Shares Beneficially Owned | % of Shares Outstanding | Notable Details |
|---|---|---|---|
| Joseph W. Marshall, III | 84,832 | <1% | Includes 8,203 shares of restricted stock with voting rights but restricted disposition; all directors (except Ms. Chase) were in compliance with ownership guidelines as of 12/31/2024 |
- Ownership guidelines and alignment: Non‑employee directors must hold equity equal to 5x the annual cash retainer; compliance required within 5 years. As of 12/31/2024, all directors except Ms. Chase were compliant, implying Marshall meets/exceeds the guideline .
- Anti‑hedging/anti‑pledging: Hedging prohibited; pledging prohibited except in extremely limited circumstances with Audit & Compliance Committee approval. No pledges are disclosed for Marshall (Urdang’s pledges are specifically disclosed; Marshall’s footnote contains no pledge) .
Related Party Transactions and Conflicts
- Policy: Audit & Compliance Committee pre‑approves conflicts and related‑person transactions under Item 404; directors with an interest recuse; only transactions in the Company’s best interests may be approved .
- Disclosure: “There are no reportable related person transactions.” No Marshall‑specific related‑party dealings are disclosed .
Compensation Committee Analysis (Marshall’s Committee Work)
- 2024 Composition: James B. Perry (Chair), Carol “Lili” Lynton, and Joseph W. Marshall, III; all independent .
- Practices: Uses independent consultant (Ferguson Partners Consulting, L.P.); maintains stock ownership, clawback, anti‑hedging/anti‑pledging policies; no tax gross‑ups; double‑trigger CoC equity vesting for executives; no committee interlocks .
Governance Assessment
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Positives for investor confidence:
- Lead Independent Director with clear authorities and active role in shareholder engagement and independent director oversight .
- Strong independence posture; Marshall is independent and serves on the Compensation Committee; Board affirms independence for all non‑CEO directors .
- High shareholder support for his re‑election and for Say‑on‑Pay in 2024, signaling broad investor alignment with governance and pay programs .
- Ownership alignment: elected to take all 2024 cash fees in stock, increasing equity exposure; compliant with 5x retainer ownership guideline .
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Watch items / potential risks:
- Combined CEO/Chair structure persists at GLPI; mitigated by a strong Lead Independent Director role (Marshall), but investors often prefer separation .
- Anti‑pledging policy allows limited exceptions with committee approval; continue to monitor director pledging (none disclosed for Marshall) .
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Bottom line: Marshall’s legal/compliance and gaming regulatory background, coupled with his Lead Independent Director role, committee service, ownership alignment (cash-to-stock election), and strong shareholder support, are constructive signals for board effectiveness and investor confidence at GLPI .