Lili Lynton
About Lili Lynton
Carol “Lili” Lynton, age 63, has served on GLPI’s Board since December 2019. She is co‑founder of The Dinex Group (Daniel Boulud restaurants), former co‑founder of Telebank (sold to E*TRADE in 1999), and Chief Investment Officer of HD American Trust since 1987, with prior analytical roles at Lehman Brothers and Sanford C. Bernstein. At GLPI, she is independent and designated an audit committee financial expert; the Board confirms independence for all directors except the CEO, with committee independence met under SEC/Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Dinex Group | Co‑founder | Not disclosed | Operates 21 Daniel Boulud branded restaurants |
| Telebank | Co‑founder | Acquired by E*TRADE in 1999 | Internet banking pioneer |
| HD American Trust | Chief Investment Officer | 1987–present | Asset manager selection, allocation, liquidity/leverage; direct oversight of VC and real estate |
| Sanford C. Bernstein | Investment Analyst | 1987–1990 | Research/analysis |
| Lehman Brothers | M&A Analyst | 1983–1985 | Transactions analysis |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CIM RACR (SEC‑registered interval fund) | Trustee; Audit Committee Chair | Not disclosed | Audit oversight |
| El Pollo Loco Holdings, Inc. | Director | 2016–2024 | Board service |
| The Hamilton Project (Brookings) | Advisory Board member | Not disclosed | Economic policy advisory |
| Center on Budget and Policy Priorities | Board member | Not disclosed | Policy oversight |
| Guggenheim Foundation | Trustee | Not disclosed | Fellowship awards governance |
| Vera Institute for Justice | Trustee | Not disclosed | Criminal justice reform oversight |
| The Bail Project | Trustee | Not disclosed | National charitable bail fund governance |
Board Governance
- Committee assignments: Audit and Compliance Committee Chair; Compensation Committee member; not listed on Nominating and Corporate Governance Committee .
- Audit financial expertise: GLPI determined Lynton, Shanks, and Urdang each qualify as an “audit committee financial expert” under Item 407(d)(5) of Regulation S‑K; the Audit Committee meets heightened independence standards .
- Independence: Board determined all directors other than the CEO are independent, and no related‑party transactions requiring Item 404 disclosure occurred (i.e., “none”) .
- Attendance: In 2024, the Board held 8 meetings and committees held Audit 6 / Compensation 5 / Nominating 3; each director attended at least 75% of aggregate meetings and attended the prior Annual Meeting .
- Lead Independent Director & executive sessions: With CEO also serving as Chair, Joseph W. Marshall is Lead Independent Director, chairs independent director meetings and executive sessions, and serves as principal liaison to management and shareholders .
- Conflict controls: Audit Committee pre‑approves conflicts/related‑party transactions; members recuse where interests exist; approval only if in the Company’s best interests .
Fixed Compensation
| Component | Amount/Terms | 2024 Lynton Actual |
|---|---|---|
| Annual cash retainer | $130,000 | Included in fees |
| Annual restricted stock award | Restricted stock valued at $200,000 (grants valued on closing price prior day; vests December 1 of grant year) | 4,053 shares; $200,016 |
| Committee chair retainer | Audit: $35,000; Compensation: $25,000; Nominating: $22,500; Lead Independent: $25,000 | Audit Chair applied |
| Committee member retainer | Audit: $20,000; Compensation: $15,000; Nominating: $15,000 | Audit & Compensation member retainers applied |
| Name | Fees Earned or Paid in Cash ($) | Stock Awards (#) | Stock Awards ($) | Total Compensation ($) |
|---|---|---|---|---|
| Carol “Lili” Lynton | 180,000 | 4,053 | 200,016 | 380,016 |
Notes: As of December 31, 2024, there were no unvested director stock awards outstanding; director stock awards vest on December 1 of the grant year .
Performance Compensation
- Director equity is time‑based restricted stock; GLPI does not use options for directors and does not tie director equity to performance metrics (e.g., TSR hurdles); grants are full‑value shares that vest with service .
| Equity Instrument | Grant Type | Shares | Fair Value | Vesting | Performance Conditions |
|---|---|---|---|---|---|
| Restricted Stock | Time‑based | 4,053 | $200,016 | Vests Dec 1, 2024 | None (service‑based) |
Other Directorships & Interlocks
| Company | Status | Role | Committee/Interlock Notes |
|---|---|---|---|
| CIM RACR | Current | Trustee; Audit Chair | External fund; no GLPI interlocks disclosed |
| El Pollo Loco Holdings, Inc. | Former | Director (2016–2024) | No GLPI committee interlocks; GLPI discloses no compensation committee interlocks |
GLPI discloses no compensation committee interlocks or insider participation with entities having GLPI executives on their boards .
Expertise & Qualifications
- Investment analysis, mergers & acquisitions, and business operations; diverse perspective through advocacy and non‑profit board service .
- Audit committee financial expert under SEC rules; financial literacy confirmed .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As‑of Date |
|---|---|---|---|
| Carol “Lili” Lynton | 26,796 | <1% | April 11, 2025 |
- Director stock ownership guidelines: 5x annual cash retainer; compliance required within 5 years of board service. As of December 31, 2024, all directors except Ms. Chase were in compliance, indicating Lynton meets/exceeds guideline .
- Hedging/pledging: Directors are prohibited from hedging; pledging only under extremely limited circumstances with Audit Committee approval .
- Unvested vs. vested: No unvested director stock awards outstanding at year‑end 2024; director grants vest in‑year .
Insider Trades
| Item | Status | Notes |
|---|---|---|
| Section 16(a) compliance (2024) | Timely for Lynton | Company notes one late Form 4 each for Carlino and Chase; none indicated for Lynton |
Governance Assessment
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Strengths:
- Independent Audit Chair and SEC‑defined financial expert status enhance oversight quality; Audit Committee independence and literacy confirmed .
- No related‑party transactions reported; robust pre‑approval and recusal protocols; no compensation committee interlocks .
- Solid engagement signals: 95% say‑on‑pay support in 2024, suggesting investor confidence in compensation governance .
-
Alignment:
- Meaningful personal ownership with compliance to director ownership guidelines; equity‑based director pay aligns interests with shareholders; anti‑hedging policy reduces misalignment risk .
-
Attendance and engagement:
- Meets attendance threshold (≥75%) across Board/committee meetings; attends annual meetings, indicating active engagement .
-
Potential Yellow Flags to monitor:
- Dual committee load (Audit Chair and Compensation member) concentrates governance influence; however, independence and expertise mitigants are disclosed .
- Pledging permitted only under “extremely limited circumstances” with approval; continued monitoring is prudent even though no pledging by Lynton is disclosed .
Overall, disclosures support investor confidence in Lynton’s independence, financial rigor, and alignment, with no reported conflicts or related‑party exposures at GLPI .