Kristen Britt
About Kristen Britt
Independent director at High Roller Technologies, Inc. (ROLR); Chair of the Compensation Committee; member of the Audit Committee and the Nominating & Governance Committee. Director since May 2022; age 42 as of September 30, 2025; MBA (Indiana University) and BS in Business Management (Western Kentucky University). Currently Vice President of People & Culture at Aristocrat Technologies/Anaxi; prior HR leadership roles at Hard Rock Digital and Churchill Downs Incorporated. Her board biography emphasizes deep senior HR leadership in gaming, viewed as additive to board effectiveness in human capital, culture, and compensation oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Churchill Downs Incorporated (and related/affiliated companies) | Vice President of Human Resources; previously Senior Director of Human Resources; other management roles | VP HR 2018–2021; Sr Director HR 2016–2018; employed in various management positions since 2005 | HR leadership in a regulated gaming enterprise (experience highlighted in ROLR biography) |
| Hard Rock Digital | Vice President of Human Resources | Jul 2021–Nov 2021 | HR leadership during digital gaming build-out phase |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aristocrat Technologies / Anaxi (subsidiary of Aristocrat Gaming) | Vice President of People & Culture | Since 2022 | Current operating executive role in gaming technology |
Board Governance
| Category | Detail |
|---|---|
| Independence | Board determined Britt is an independent director under SEC and NYSE American rules . |
| Committees | Compensation Committee (Chair); Audit Committee (Member); Nominating & Governance Committee (Member) . |
| Attendance and engagement | In 2024, the board held 3 meetings; each director attended at least 75% of board and applicable committee meetings . |
| Executive sessions | Each regular board meeting includes an executive session without employees; independent directors meet in executive session at least annually if needed . |
| 2025 shareholder vote outcome (support signal) | Re-elected Nov 17, 2025 with 5,687,161 For, 299 Withheld, 91,420 Broker Non-Votes (strong support) . |
Fixed Compensation
- ROLR Board cash fee schedule (effective July 1, 2024): Annual retainer $36,000; Committee fees per role: Audit Chair $15k; Audit Member $8k; Compensation Chair $10k; Compensation Member $5k; Nominating & Governance Chair $7k; N&G Member $4k. Board Chair receives an additional $35k annual retainer (not applicable to Britt) .
| Item | Amount (USD) |
|---|---|
| Annual director cash retainer | $36,000 |
| Audit Committee Chair (if applicable) | $15,000 |
| Audit Committee Member | $8,000 |
| Compensation Committee Chair (Britt) | $10,000 |
| Compensation Committee Member | $5,000 |
| Nominating & Governance Chair | $7,000 |
| Nominating & Governance Member | $4,000 |
| Board Chair additional retainer | $35,000 |
- 2024 actual director compensation (Britt): | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | Nonqualified Deferred Comp Earnings ($) | All Other Comp ($) | Total ($) | |---|---:|---:|---:|---:|---:|---:|---:| | Kristen Britt | 40,000 | — | 87,000 | — | — | — | 127,000 |
Notes: At 12/31/2024, the company had accrued $23k for non-officer director services; non-employee directors became entitled to the $36k annual retainer beginning July 1, 2024 .
Performance Compensation
-
Equity structure for non-employee directors (2024 grants): | Instrument | Grant Size | Exercise/Strike | Vesting | Term | Notes | |---|---|---|---|---|---| | Stock Options | 15,000 options | $5.20 per share | Vests Oct 31, 2025 | 10 years | Company intends to establish an equity-based program for non-employee independent directors in the future |
-
Performance metrics tied to director compensation: | Category | Disclosure | |---|---| | Performance conditions/metrics for director equity | Not disclosed; options appear time-based (single vest date on Oct 31, 2025) . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards (other than ROLR) | None disclosed in the 2025 DEF 14A biography for Britt . |
| Compensation committee interlocks | None; no prospective compensation committee member has been an officer/employee of the Company; no interlocks reported with other companies’ compensation committees . |
Expertise & Qualifications
- Human capital and organizational leadership across gaming operators and gaming technology providers (Aristocrat/Anaxi; Hard Rock Digital; Churchill Downs), supporting board oversight of talent, culture, and compensation .
- Advanced education in business administration (MBA) and HR-centric executive experience aligned with Compensation Committee leadership responsibilities .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Methodology/Notes |
|---|---|---|---|
| Kristen (Kristin) Britt | 16,318 | <1% | Beneficial ownership includes shares acquirable within 60 days of Sep 18, 2025 (e.g., options vesting Oct 31, 2025) per SEC rules; table does not provide a vested vs. unvested breakdown . |
| Director equity grant (standard 2024 program) | 15,000 options | — | Options at $5.20; vest Oct 31, 2025; 10-year term; individual inclusion in beneficial ownership depends on 60-day rule (vesting date is within 60 days of Sep 18, 2025) . |
Governance Assessment
- Strengths: Independent director, Compensation Committee Chair, and member of Audit and Nominating & Governance—coverage across pay, controls, and board composition. Strong shareholder support in 2025 election (5,687,161 For; only 299 Withheld), signaling investor confidence in board composition and oversight .
- Alignment: Mix of cash retainer/committee fees with meaningful option award (2024 option grant fair value $87k; 15,000 options @ $5.20, vest 10/31/2025), promoting longer-term alignment through equity-based compensation .
- Independence/Interlocks: Board affirms independence; no compensation committee interlocks; she is not an employee of ROLR; this supports objective oversight in executive pay .
- Attendance and process: 2024 attendance threshold met (≥75%); each regular board meeting includes executive session—sound process discipline .
- Conflicts/Related-party: No Britt-specific related-party transactions disclosed; Audit Committee oversees related-party transactions; ROLR adopted a formal related-person transaction policy effective March 12, 2025, which should further mitigate perceived governance risks in an affiliate-rich operating model .
- RED FLAGS: None specific to Britt identified in filings (no low attendance, no interlocks, no related-party exposure, no pledging disclosed). Note broader company context includes historical related-party arrangements (Happy Hour, Spike Up, etc.), but these are managed via Audit Committee review and the related-person policy; ongoing vigilance warranted given industry relationships .
2025 Annual Meeting signals: All six directors were elected with overwhelming support; Plan Amendment (increasing plan reserve from 1.7M to 4.2M shares) also approved—indicates shareholder tolerance for continued equity usage, a relevant datapoint for Compensation Committee stewardship under Britt’s chairmanship .