James Nave
Red Rock ResortsAbout James E. Nave, D.V.M.
James E. Nave is an independent director and the Lead Independent Director of Red Rock Resorts, Inc. (RRR). He is 80 years old and has served on the Board since 2015; he chairs the Audit Committee and sits on the Compensation and Nominating & Corporate Governance Committees . A veterinary entrepreneur and long-time bank director, the Board designated him an “audit committee financial expert,” reflecting deep financial oversight credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Station Casinos Inc. (predecessor to RRR) | Director | 2001–2011 | Audit Chair; Governance; Compensation |
| Tropicana Animal Hospital and multiple veterinary hospitals | Owner/Manager | Since 1974/1976 | Operational leadership in healthcare businesses |
| Bank of Nevada (formerly Bank West of Nevada) | Director | 1994–Jan 2014 | Board oversight in regulated financial services |
| American Veterinary Medical Association (AVMA) | Director of International Affairs | 2001–2013 | Global policy, economics, education and licensing liaison |
| Nevada State Athletic Commission | Commissioner/Chairman | 1988–1999 | Regulatory governance and chairmanship |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Western Alliance Bancorporation (public company) | Director | 2003–2020 | Compensation Chair (2003–2013); Audit Committee (2003–2015); Financial Investment Committee (2016–2019) |
| Veritas Veterinary Group | Director | — | Industry board role |
| Animal Dermatology Group | Director (prior) | — | Specialty healthcare governance |
| World Veterinary Association | Executive Board Member (prior) | — | Global professional governance |
Board Governance
- Independence and controlled company status: RRR is a “controlled company” under NASDAQ rules due to Fertitta family voting control (~90% of combined voting power as of the record date), though the Board maintains a majority of independent directors and all committees are fully independent .
- Lead Independent Director: Nave presides over executive sessions, helps set agendas, administers annual Board evaluations, and provides governance leadership among non-management directors .
- Committee assignments: Audit (Chair), Compensation (Member), Nominating & Corporate Governance (Member). The Board identified Nave as an audit committee financial expert .
- Attendance: In 2024 the Board met 11 times; each director attended 100% of Board and committee meetings. The Audit Committee met 8 times; the Compensation Committee met 5 times; the Nominating Committee met 4 times .
- Executive sessions: Independent directors meet at least twice annually in executive session .
- Cybersecurity oversight: Board-level oversight includes regular evaluations; the CISO briefs the Board, including AI-related cyber risks .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $187,500 | Cash portion of 2024 director compensation for Nave |
| Base Annual Retainer (All non-employee directors) | $100,000 | Program structure |
| Lead Independent Director Fee | $37,500 | Additional fee for lead role |
| Audit Committee Chair Fee | $35,000 | Committee leadership |
| Compensation Committee Member Fee | $10,000 | Committee membership |
| Nominating & Governance Committee Member Fee | $10,000 | Committee membership |
| Director Compensation Cap | $750,000 | Annual cap under Equity Incentive Plan |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual Stock Award (Directors) | 2/16/2024 | 3,162 shares | $184,977 | Vested 2/16/2025 | Directors each received 3,162 shares; value per ASC 718 |
- No director options or PSUs disclosed; director equity is time-based stock grants (not performance-based). The director grant target is approximately $185,000 per year .
- RRR prohibits directors from short sales and derivative hedging of company securities; pre-clearance is required for certain insiders. This policy reinforces alignment by limiting hedging/pledging risk .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Exposure |
|---|---|---|
| Western Alliance Bancorporation | Former Director; Compensation Chair; Audit Committee member | Banking relationship experience; no specific related-party transaction with RRR disclosed |
- No related-party transactions disclosed involving Nave. The Board considered and disclosed an unrelated tavern lease with a company affiliated with Director Robert E. Lewis and deemed Lewis independent after review .
Expertise & Qualifications
- Audit committee financial expert designation under Item 407(d)(5) of Regulation S-K .
- Decades of operational leadership in veterinary healthcare businesses .
- Extensive public company board experience in regulated banking, with committee chairmanships (Compensation) and Audit Committee service .
- Governance leadership as Lead Independent Director with responsibility for executive sessions, evaluations, and agenda-setting .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Notes |
|---|---|---|---|
| James E. Nave, D.V.M. | 53,533 | <1% | As reported in Security Ownership table |
- Director stock ownership guidelines: non-employee directors are expected to hold company equity equal to five times annual retainer fees. Individual compliance status is not disclosed .
- No pledging or hedging by Nave disclosed; company policy prohibits short sales and certain derivatives, with pre-clearance requirements for insiders .
Governance Assessment
- Strengths:
- Lead Independent Director role and full independence of all standing committees with Nave as Audit Chair enhance oversight in a controlled company context .
- 100% meeting attendance and active committee engagement signal high director involvement .
- Audit Committee financial expert designation and prior bank board experience support strong financial oversight .
- Director pay structure mixes cash with equity (annual stock awards), supporting alignment; hedging restrictions further align incentives .
- Watch items / potential red flags:
- Controlled company structure with ~90% combined voting power held by Fertitta family entities concentrates governance power; continued reliance on independent committee leadership (including Nave’s roles) is critical for investor confidence .
- Related-party dealings exist at the company level (e.g., aircraft agreement and a tavern lease with a firm affiliated with Director Lewis), though none are tied to Nave; the Audit Committee oversees related-party transactions under a formal policy .
- Executive compensation decisions are described as holistic rather than metric-driven; say-on-pay support was high in 2024 (97.82%), but investors should monitor for any shift away from at-risk pay. Nave sits on the Compensation Committee that reviews clawback policies and stock ownership guidelines .
Context signal: Say-on-pay approval at 97.82% in 2024 suggests broad investor support for compensation practices; sustained independent oversight by Nave across audit and compensation committees helps mitigate controlled-company risks .