Paul Andrews
MONARCH CASINO & RESORTAbout Paul Andrews
Independent director of Monarch Casino & Resort, Inc. since 2014; age 60 (2025 proxy). Andrews is President & CEO of the National Western Stock Show and Complex (NWSS) and previously spent ~20 years at Kroenke Sports Enterprises, culminating as EVP responsible for all business operations. The Board cites his operations, marketing, and sales expertise as core credentials for his service on MCRI’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Western Stock Show & Complex (Denver) | President & CEO | Nov 2010–present | Leads major annual stock show and ~240 events/year; operations leadership cited by MCRI as director qualification |
| Kroenke Sports Enterprises LLC (Denver Nuggets, Colorado Avalanche, Pepsi Center) | Various roles incl. EVP (business ops) | ~1990–Nov 2010 (20 years) | Responsible for all business operations; deep sales/marketing/administrative experience |
External Roles
| Organization | Capacity | Public/Private | Notes |
|---|---|---|---|
| National Western Stock Show & Complex | President & CEO | Private/non-profit | Current primary executive role |
The proxy biography does not disclose any other current public company directorships for Andrews .
Board Governance
- Independence: The Board determined Paul Andrews is independent under Nasdaq Rule 5605(a)(2) .
- Committee assignments:
- Audit Committee – Member; the committee met 7x in 2024 and oversees financial reporting and cybersecurity; Audit Chair is Craig F. Sullivan (SEC “financial expert”) .
- Compensation Committee – Member; the committee met 5x in 2024 and oversees executive pay and the equity plan .
- Marketing Committee – Board maintains a standing Marketing Committee; Andrews received a $10,000 chair fee, indicating he chaired a standing committee (company identifies Marketing as the third committee) .
- Attendance and engagement:
- Board met 4x in 2024; each incumbent director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting of stockholders .
- Gaming regulatory suitability: All directors, including Andrews, have been found suitable by Nevada and Colorado gaming regulators (eligibility is required to continue as a director) .
Fixed Compensation
| Year | Annual Retainer (Cash) | Committee Chair Fee (Cash) | Total Cash | Notes |
|---|---|---|---|---|
| 2024 | $50,000 | $10,000 | $60,000 | Chair fee paid to each non-employee director chairing any standing committee |
| 2023 | $50,000 | $10,000 | $60,000 | Same structure as 2024 |
Performance Compensation
| Year | Instrument | Grant Date | Quantity | Grant Date Fair Value | Vesting / Terms |
|---|---|---|---|---|---|
| 2024 | Stock Options | Jun 30, 2024 | 6,100 | $202,575 | Exercise price at grant-date close; options vested on the 6-month anniversary |
| 2023 | Stock Options | Jun 30, 2023 | 6,100 | $189,073 | Exercise price at grant-date close; options vested on the 6-month anniversary |
- Performance metrics: Director equity is time-vested; no explicit performance conditions are disclosed. Value realization is tied to share price (TSR) via stock options; the company prohibits option repricing without shareholder approval .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in Andrews’ biography |
| Compensation Committee interlocks | None. Andrews (with Landau, Sullivan) served on MCRI’s Compensation Committee; none are current/former MCRI executives; no interlocks requiring disclosure |
Expertise & Qualifications
- Operations, marketing, and sales leadership from sports/venue operations; EVP-level P&L and business-operations responsibility .
- Audit and cybersecurity oversight experience via Audit Committee membership; Board recognizes an Audit financial expert (Sullivan) .
- Independent director; gaming regulatory suitability in NV and CO .
Equity Ownership
| As-Of Date | Beneficial Ownership (Shares) | % of Outstanding | Options Included/Outstanding | Notes |
|---|---|---|---|---|
| Apr 11, 2025 | 56,800 | <1% | Includes 51,900 options exercisable within 60 days | Table of security ownership as of record date |
| Dec 31, 2024 | — | — | 54,900 unexercised options outstanding | Director options outstanding disclosure |
| Dec 31, 2023 | — | — | 51,900 unexercised options outstanding | Director options outstanding disclosure |
Director compensation mix skews toward equity: in 2024, $202,575 options vs $60,000 cash (≈77% equity by grant-date value) .
Risk Indicators & Related-Party Context
- Section 16(a) compliance: In 2024, Andrews had 1 late Form 4 report (1 transaction not reported timely; no failures to file). In 2023, no late reports for Andrews .
- Board structure: Combined CEO/Chair roles; no Lead Independent Director, which some investors view as a governance drawback .
- Nominating function: No standing Nominating Committee; independent directors handle nominations directly .
- Related-party transactions: Significant leases with entities affiliated with the Farahi family; Audit Committee (includes Andrews) reviewed alternatives, obtained independent fairness assessments, and approved terms as fair and in stockholders’ best interests .
Governance Assessment
-
Strengths
- Independent director with operational and commercial expertise; active service on Audit and Compensation Committees .
- Documented Board and committee engagement (≥75% attendance) and full attendance at the annual meeting .
- Equity-heavy director compensation aligns incentives with shareholder value through options .
-
Watch items / RED FLAGS
- Structural: No Lead Independent Director; CEO/Chair duality persists .
- Nominations: Absence of a dedicated Nominating/Governance Committee (handled by independents, but may be seen as suboptimal structure) .
- Compliance: 2024 late Section 16 filing for Andrews (administrative rather than substantive, but noteworthy) .
- Related-party exposure: Ongoing leases with affiliates of controlling family; mitigated by Audit Committee oversight (including Andrews), external fairness work, and market-based validation .
Overall, Andrews appears to be an engaged, independent director with relevant operating expertise and meaningful equity alignment. Structural governance concerns (no LID, no formal nom/gov committee) and family-related transactions represent the primary investor diligence focus areas, albeit with Audit Committee oversight documented .