Edwin S. Koenig

About Edwin S. Koenig

Edwin S. Koenig, age 57, is Chief Accounting Officer (since March 2016) and Corporate Treasurer (since October 2024) of Monarch Casino & Resort, Inc.; he previously served as Director of Corporate Development & Analysis (May 2015–March 2016) and worked in assurance at Ernst & Young LLP (November 2003–April 2015). He is a CPA with bachelor’s degrees in Accounting (University of Nevada, Las Vegas) and Business Management (Sonoma State University) and serves as Principal Financial and Accounting Officer per 10-K certifications and signatures . The bonus program ties NEO pay to Adjusted EBITDA; for 2024, the target was $178.0 million and actual Adjusted EBITDA was 1.3% above target and 5.6% above 2023, supporting pay-for-performance alignment through cash bonuses and long-dated, at-risk stock options .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Annual Cash Bonus (2024 structure and outcome)

• Quantitative bonuses are tied to Adjusted EBITDA with a discretionary qualitative component; qualitative factors include tactical objectives, staff development/retention, process improvements, and cost-efficiency programs .

Stock Option Awards – Grants (2024)

• Company policy sets exercise price at market close on grant date; options are granted at-the-money to align value with shareholder returns .
• Initial grants vest over 3–5 years; subsequent grants vest after 3 years and encourage retention (no vesting earlier than 3 years) .

Option Exercises (2024)

Outstanding Unvested Options and Vesting Schedule (as of Dec 31, 2024)

Equity Ownership & Alignment

• Beneficial ownership for Koenig includes options to purchase 4,999 shares under the 2014 Plan exercisable within 60 days .
• Insider policy prohibits speculative and hedging transactions (short sales and trading in puts/calls), supporting alignment with long-term equity value .

Employment Terms

• Employment agreements: The company discloses no written or unwritten employment agreements or arrangements with any NEOs, implying at-will status .
• Clawback: Updated in 2023 to comply with SEC Section 954 and Nasdaq rules; Board will recover erroneously-awarded compensation in the event of an accounting restatement .
• Option repricing: Prohibited absent stockholder approval; underwater option cash buyouts are also prohibited .
• Hedging: Speculative transactions prohibited (short sales; trading in puts/calls) .
• Severance/change-of-control vesting:
  • Corporate Transaction (assumed awards): double-trigger—full vesting on termination without Cause or for Good Reason within 12 months post-transaction .
  • Corporate Transaction (not assumed): unassumed portion fully vests immediately prior to the transaction .
  • Change in Control (not also a Corporate Transaction): single-trigger—each outstanding award fully vests immediately prior to the effective date (if continuous service hasn’t terminated) .
  • Definitions: Good Reason includes material diminution in duties, salary reduction below pre-transaction levels, or relocation beyond 50 miles; Cause includes bad-faith acts, material breaches, dishonesty/malfeasance, code-of-conduct violations, gaming license denial/revocation, or certain crimes .
• Estimated payout upon termination without Cause/for Good Reason in connection with Corporate Transaction/Change in Control: $191,891 for Koenig, representing in-the-money value of accelerated unvested options using a $78.90 stock price on Dec 31, 2024 .
• Benefits: NEOs participate in standard 401(k) and health plans, including a 401(k) match up to 2% of salary (subject to a cap); Koenig’s “All Other Compensation” primarily reflects the company’s 401(k) contribution .

Say-on-Pay & Shareholder Feedback

• 2025 Annual Meeting (June 6, 2025): Executive compensation approved on an advisory basis; votes For 15,203,699, Against 901,929, Abstain 154,830; 88.1% of outstanding shares were present or represented by proxy .

Compensation Committee

• Members: Yvette E. Landau (Chair), Paul Andrews, Craig F. Sullivan .
• Independence: The Board determined Andrews, Landau, and Sullivan are independent under Nasdaq Rule 5605(a)(2) .

Risk Indicators & Red Flags

• Section 16 compliance: Two late Form 4 reports and two untimely-reported transactions for Koenig in 2024 (company indicates overall compliance aside from noted late filings) .
• No option repricing or cash buyouts without stockholder approval (mitigates misalignment) .
• Clawback compliant with SEC/Nasdaq (mitigates restatement risk) .
• Insider trading policy prohibits hedging via derivatives (reduces misalignment) .

Investment Implications

• Compensation alignment: Koenig’s pay mix is modest cash salary/bonus and predominantly long-dated, at-risk stock options (three-year cliff vesting), directly tying realized value to shareholder returns and supporting retention through upcoming vest dates in 2025–2027 .
• Near-term selling pressure: Option exercises (3,334 shares; $136,927 realized in 2024) and upcoming cliff vesting (2025–2027 tranches) could create episodic insider selling windows; monitor 10b5-1 plans and Form 4s around vest dates .
• Change-of-control economics: Double-trigger vesting on Corporate Transactions and single-trigger vesting on pure Changes in Control result in accelerated equity—Koenig’s estimated payout was $191,891 at year-end 2024—implying increased sensitivity to M&A scenarios .
• Governance and risk: Absence of employment contracts, presence of SEC/Nasdaq-compliant clawback, prohibition on repricing/hedging, and strong say-on-pay support indicate generally shareholder-friendly structures; minor late Section 16 filings warrant ongoing monitoring .