Craig F. Sullivan
MONARCH CASINO & RESORTAbout Craig F. Sullivan
Independent director at Monarch Casino & Resort, Inc. since 1998, age 78, with deep gaming finance and operations experience and designated by the Board as the Audit Committee financial expert. Education: B.A. in Economics (George Washington University) and MIM (Thunderbird School of Global Management). Current term expires at the 2026 annual meeting; determined independent under Nasdaq rules. He has been found suitable by Nevada and Colorado gaming regulators (a requirement for Monarch directors and the Audit Chair).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Park Cattle Company (now Edgewood Companies) | Chairman of the Board | Jul 2006 – Jun 2008 | Board leadership in hospitality/real estate context |
| Sullivan & Associates | President (strategic/financial consulting to gaming industry) | Since Mar 1998 | Consulting to gaming companies |
| Primadonna Resorts, Inc. | Chief Financial Officer & Treasurer | Apr 1995 – Mar 1998 | Senior finance leadership pre-MGM era |
| Aztar Corporation | Treasurer | Feb 1990 – Apr 1995 | Corporate finance/treasury for public gaming operator |
| New York-New York Hotel & Casino | Director | Mar 1996 – Jun 1998 | Board service at major Las Vegas property |
| PHL Local Gaming, LLC | Director (bidder for Philadelphia’s second casino license) | Not specified | Development-stage/competitive licensing process |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Sullivan & Associates | President | Current | Strategic/financial consulting to gaming industry |
| Public company directorships | — | None disclosed | Sullivan’s biography lists no current public company boards (contrast: Landau = AGS) |
Board Governance
- Independence and suitability: Classified independent under Nasdaq Rule 5605(a)(2); directors (including the Audit Chair) must be found suitable by Nevada/Colorado gaming authorities; Sullivan meets these requirements.
- Board structure: Co-Chairman/CEO and Co-Chairman/President roles are combined leadership; there is no Lead Independent Director.
- Committees:
- Audit Committee: Chair (Sullivan); members Landau, Andrews; 7 meetings in 2024; oversees financial reporting, internal controls, related-party transactions, and cybersecurity program. Sullivan designated SEC “financial expert.”
- Compensation Committee: Member (Chair: Landau; members Sullivan, Andrews); 5 meetings in 2024; no outside consultant in 2024.
- Marketing Committee: Standing committee exists; composition not disclosed.
- Attendance: Board met 4 times in 2024; each incumbent director attended at least 75% of aggregate Board and committee meetings on which they served.
- Nominations: No standing Nominating Committee; independent directors perform nomination function per Nasdaq 5605(e).
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $50,000 | Standard fee for non-employee directors |
| Committee chair cash fee | $25,000 [Audit Chair] | Sullivan serves as Audit Chair |
| Total cash fees | $75,000 | — |
| Equity grant (stock options) – grant-date fair value | $202,575 | 6,100 options (4,800 for Board service + 1,300 for committee chair); exercise price = closing price on grant date; vest at 6 months |
| Total 2024 director compensation | $277,573 | Cash + option grant value |
Performance Compensation (Design/features for Directors)
| Feature | Detail |
|---|---|
| Performance metrics | None disclosed for director equity; grants are time-based options (6-month vest) |
| Annual equity structure | Option grant to purchase 6,100 shares (4,800 director service; 1,300 committee chair), strike at grant-date close, 6-month vest |
Note: Performance metrics (EBITDA/TSR, etc.) apply to NEO bonus programs, not to director compensation. Director grants are time-vested options.
Other Directorships & Interlocks
- Current public company boards: None disclosed for Sullivan (contrast: Landau serves on PlayAGS, Inc.).
- Compensation Committee interlocks: None; Sullivan is not a former/current MCRI executive; Monarch executives did not serve on boards where reciprocal compensation roles existed in 2024.
Expertise & Qualifications
- Financial expert (SEC-defined) as Audit Committee Chair.
- Prior CFO/Treasurer roles at public gaming operators (Primadonna, Aztar) and board-level roles at major casino properties (New York-New York), supporting audit oversight and capital allocation competence.
- Academic credentials in economics and international management, aligned with finance/governance responsibilities.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (Apr 11, 2025) | 54,900 shares | Includes options exercisable within 60 days |
| Ownership as % of outstanding | <1% (“*”) | Based on 19,126,905 shares and options within 60 days |
| Unexercised stock options outstanding (Dec 31, 2024) | 42,700 options | Aggregate unexercised options |
| Pledged shares | Not disclosed | No specific pledging disclosure in proxy |
| Hedging/shorts | Company policy prohibits short sales and trading in puts/calls by directors. |
Governance Assessment
- Strengths:
- Long-tenured independent with deep gaming finance experience; designated SEC financial expert and chairs a highly active Audit Committee (7 meetings), including cybersecurity oversight.
- Clear oversight of related-party transactions: Audit Committee (chaired by Sullivan) reviewed/approved Farahi-related leases after independent valuation and incremental revenue analyses, indicating robust process controls.
- Director compensation includes meaningful equity via options, aligning incentives with shareholder returns.
- Watch items / potential red flags:
- No Lead Independent Director and combined Chair/CEO/President roles may limit independent counterbalance at board level.
- No standing Nominating Committee; independent directors handle nominations, which can be acceptable but concentrates responsibilities.
- Section 16(a) compliance noted one late Form 4 for Sullivan in 2024 (and multiple late filings across insiders), a minor process weakness to monitor.
Related-Party Transactions (context for Audit Chair oversight)
- Monarch leases parking and driveway parcels from entities tied to Farahi family stockholders; 2024 payments included $748k rent + $27k operating (Parking Lot Lease) and $420k rent + $51k operating (Driveway Lease), plus $493k to affiliates for billboard/storage/parking. Audit Committee, with independent advisors, reviewed alternatives, market rents, and incremental revenue and approved terms as fair and in shareholders’ best interests.
Insider Trading/Compliance (Director-specific)
| Name | Number of late reports | Transactions not timely reported | Known failures to file |
|---|---|---|---|
| Craig F. Sullivan | 1 | 1 | None |
Attendance & Engagement
- Board meetings: 4 in 2024; each incumbent director attended ≥75% of combined Board and committee meetings.
- Committee activity: Audit (7 meetings) and Compensation (5 meetings) indicate active oversight cadence during the year.
Notes on Say-on-Pay and Shareholder Engagement (Company context)
- Annual say-on-pay on agenda; Board recommends “FOR” and considers vote outcomes in future compensation decisions.