Yvette E. Landau
MONARCH CASINO & RESORTAbout Yvette E. Landau
Independent director of Monarch Casino & Resort, Inc. since 2010 (age 68), with a legal and gaming-operations background. Former General Counsel and Corporate Secretary of Mandalay Resort Group (1996–2005); co-owner of W.A. Richardson Builders, LLC since 2005, focused on casino resort construction; currently a director of PlayAGS, Inc. (NYSE: AGS). Education: BA, Arizona State University; JD, Northwestern University School of Law. The Board classifies Landau as an independent director under Nasdaq Rule 5605(a)(2). She is nominated to continue serving until the 2027 annual meeting and has been found suitable by Nevada and Colorado gaming regulators.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mandalay Resort Group | General Counsel and Corporate Secretary | 1996–2005 | Led legal and governance functions for major casino operator |
| W.A. Richardson Builders, LLC | Co-owner | 2005–present | Construction services specializing in casino resort development |
| Bossier Casino Venture, Inc. | Director | Until January 2019 | Owned Margaritaville Resort Casino (Bossier City, LA) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PlayAGS, Inc. (NYSE: AGS) | Director | Current | Designer/supplier of electronic gaming products; board role enhances supplier perspective |
| International Association of Gaming Advisors (IAGA) | Past President; Counselor | Past President; actively involved as counselor | Industry networking and regulatory insight |
Board Governance
- Independence: Board determined Landau is independent under Nasdaq Rule 5605(a)(2).
- Committee assignments:
- Compensation Committee: Chair; 5 meetings in 2024; administers equity plan and sets/approves executive pay; no compensation consultant retained in 2024; all members meet heightened independence standards.
- Audit Committee: Member; 7 meetings in 2024; oversees financial reporting, internal controls, related-party transactions, cybersecurity; all members independent; chair designated financial expert.
- Board meetings and attendance: Board held 4 meetings in 2024; each incumbent director attended at least 75% of applicable Board and committee meetings; all directors attended the 2024 annual meeting.
- Board leadership and oversight: Co-Chairmen are CEO and President; no Lead Independent Director; Board and committees oversee risk, including cybersecurity via Audit Committee.
- Gaming suitability: All directors, including Landau, found suitable by Nevada and Colorado regulators; suitability is required for Audit Chair and directors.
- Nominations: No standing nominating committee; director nominees recommended solely by a majority of independent directors.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Director) | $50,000 | Non-employee director fee |
| Committee chair fee | $10,000 | For chairing the Compensation Committee |
| Total cash fees (2024) | $60,000 | Director + one committee chair |
| Meeting fees | Not disclosed | — |
Performance Compensation
| Grant Type | Grant Date | Shares/Options | Exercise Price | Grant Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Stock options (director annual) | June 30, 2024 | 6,100 (4,800 for director service + 1,300 for committee chair) | Equal to closing price on grant date | $202,575 | 100% vests on six-month anniversary of grant |
- Grant practices/policies: Options granted at market price; company prohibits option repricing or cash buyouts without stockholder approval.
- Plan-level change-in-control: Awards under the 2014 Plan are subject to acceleration in certain corporate transactions/change-in-control events per plan terms (generally full vesting under specified conditions).
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| PlayAGS, Inc. (NYSE: AGS) | Current public company board | Gaming supplier; no related-party transactions with Landau disclosed by MCRI |
| Bossier Casino Venture, Inc. | Prior board (until Jan 2019) | No current interlock; prior ownership of a regional casino |
- Compensation Committee interlocks: Landau, Sullivan, and Andrews served; none were Monarch executive officers or had relationships requiring related-party disclosure.
Expertise & Qualifications
- Legal/regulatory expertise: Former General Counsel/Corporate Secretary of Mandalay Resort Group; leadership in IAGA.
- Casino/hospitality development: Co-owner of W.A. Richardson Builders; deep construction and resort development background.
- Industry breadth: Director experience at AGS (supplier) and prior casino board; hotel-casino management experience cited by MCRI Board as qualification.
- Education: BA (Arizona State), JD (Northwestern).
Equity Ownership
| Holder | Beneficial Ownership (shares) | Includes Options Exercisable ≤60 Days | % of Class | Unexercised Options (12/31/2024) |
|---|---|---|---|---|
| Yvette E. Landau | 85,400 | 61,000 | <1% | 61,000 |
- Insider trading and hedging: Directors prohibited from short sales and trading in puts/calls on Company securities per policy.
- Pledging, ownership guidelines, and deferred comp: Not disclosed for directors.
Governance Assessment
- Strengths:
- Independent director with relevant casino regulatory and development expertise; active industry engagement (IAGA), and cross-perspective via AGS board.
- Compensation Committee Chair and Audit Committee member; committees are independent; clear charters; regular meetings; explicit oversight of related-party transactions and cybersecurity.
- Director equity compensation via options aligns with shareholder value; anti-repricing policy strengthens governance.
- Regulatory suitability confirmed in Nevada/Colorado—critical in gaming sector.
- Watch items / red flags:
- No Lead Independent Director; combined Co-Chair roles with CEO/President concentrate control.
- No standing nominating committee; nominations handled by independent directors—acceptable but weaker formalization versus peers.
- One late Section 16 Form 4 filing reported for Landau in 2024—minor compliance lapse.
- Significant related-party leases with Farahi-affiliated entities exist (parking/driveway, billboards); while Audit Committee reviewed and approved with independent advice, continued monitoring is prudent for conflict management.
Overall, Landau’s independence, committee leadership, and industry-specific legal/construction experience support board effectiveness. The board’s structure (no lead independent director, no nominating committee) and recurring related-party transactions remain governance sensitivities, though mitigated by independent oversight and gaming suitability requirements.
Insider Filings (Section 16 Compliance)
| Name | Number of Late Reports | Transactions Not Reported Timely | Known Failures to File |
|---|---|---|---|
| Yvette E. Landau | 1 | 1 | None |