Kord Nichols
Red Rock ResortsAbout Kord Nichols
Executive Vice President and Chief Operating Officer of Red Rock Resorts since February 20, 2024; age 43. Nichols joined the company in 2008 and has held increasingly senior operating leadership roles, including Senior Vice President of Operations and General Manager of Graton Resort & Casino . Company performance during the most recent two fiscal years shows revenue growth from $1,628.9M to $1,838.2M and EBITDA growth from $723.2M to $762.5M, indicating continued operational expansion under the executive team’s strategy.* Values retrieved from S&P Global.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD Millions) | $1,628.9* | $1,838.2* |
| EBITDA ($USD Millions) | $723.2* | $762.5* |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Red Rock Resorts / Station Casinos | Senior Vice President of Operations | Not disclosed | Senior operating leadership within local Las Vegas portfolio |
| Red Rock Resorts / Station Casinos | General Manager, Graton Resort & Casino | Not disclosed | Property operations leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No public company directorships disclosed for Nichols in proxy filings |
Fixed Compensation
| Item | FY 2024 Amount | Notes |
|---|---|---|
| Base Salary | $750,000 | Increased to $750,000 effective March 3, 2024 per appointment |
| Target Bonus % | 100% of base salary | Target bonus set by employment agreement |
| Actual Bonus Paid | $675,000 | Determined via holistic review of operational and individual performance |
| All Other Compensation | $42,113 | Life insurance $1,045; dividends $34,168; other (incl. 401(k) match) $6,900 |
Performance Compensation
Annual Cash Incentive (FY 2024)
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Holistic operational + individual performance (including sustained success since 2020 and Durango opening/operations) | Not disclosed | 100% of base salary | $675,000 | Not disclosed | Paid following year-end committee review |
2024 Equity Awards (Granted Feb 16, 2024)
| Award Type | Shares/Options | Exercise Price | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Restricted Stock | 16,667 | N/A | $975,020 | 50% on each of the 3rd and 4th anniversaries (Feb 16, 2027 & Feb 16, 2028) |
| Stock Options | 34,513 | $58.50 | $974,992 | 33-1/3% on each of the 2nd, 3rd, and 4th anniversaries (Feb 16, 2026/2027/2028) |
FY 2024 Realizations
| Item | Quantity/Value |
|---|---|
| Options Exercised | 142,468 shares; $4,589,296 value realized |
| RSUs Vested | 8,542 shares; $501,202 value realized |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 448,316 Class A shares (less than 1% of Class A outstanding) |
| Stock Ownership Guidelines | NEOs must hold 3x base salary; five years to comply; unvested restricted stock counts |
| Hedging/Pledging | Short sales and company-based derivatives prohibited; pre-clearance required for any monetization/hedging/non-standard transactions; policy filed with 10-K |
| Outstanding Options (as of 12/31/2024) | 201,957 exercisable (strike $18.72; exp. 8/28/2026); plus multiple unexercisable tranches: 34,552 (25.91; vested 2/18/2025), 31,496 (45.36; 50% 3/18/2025 and 50% 3/18/2026), 66,615 (46.26; 33-1/3% each year to 2/10/2027), 35,119 (57.49; 33-1/3% each year to 2/16/2028) |
| Unvested Restricted Shares (as of 12/31/2024) | 8,542 (vested 2/18/2025); 20,657 (50% 3/18/2025 and 50% 3/18/2026); 10,357 (50% 2/10/2026; 50% 2/10/2027); 16,667 (50% 2/16/2027; 50% 2/16/2028) |
Employment Terms
| Term | Detail |
|---|---|
| Current Role Start | Appointed EVP & COO effective February 20, 2024 |
| Contract Term | Five-year employment agreement entered June 2024 |
| Auto-Renewal | Committee notes fixed five-year terms; legacy agreement (July 1, 2019) had auto one-year extensions; Nichols anticipated new agreement as COO (superseded by June 2024 agreement) |
| Severance – Without Cause / Good Reason (non-CIC) | Salary continuation $750,000; bonus $750,000; health benefits $20,510; total $1,520,510 |
| Severance – Involuntary Termination Following Change in Control | Salary $750,000; bonus $750,000; health benefits $20,510; equity acceleration $3,329,910; total $4,850,420 |
| Death/Disability | Equity acceleration value $3,329,910 |
| Equity Treatment | Automatic acceleration upon death/disability under Equity Incentive Plan (policy adopted Feb 2021) |
| Restrictive Covenants | Indefinite confidentiality; non-compete and non-solicitation for one year post-termination for Nichols |
| Clawback | NASDAQ-compliant clawback adopted Oct 2, 2023; recoupment on “big R” or “little r” restatements within 3-year lookback |
Compensation Committee and Peer Group
| Item | Detail |
|---|---|
| Compensation Committee | Independent: Robert E. Lewis (Chair), Robert A. Cashell, Jr., James E. Nave, D.V.M.; met five times in 2024 |
| Consultant | Pay Governance; independence assessed; no other services to management |
| Peer Group (2024) | LVS; MGM; Wynn; IGT; Penn; Light & Wonder; Hyatt; Boyd; Vail Resorts; Caesars; Choice Hotels; Marriott Vacations; Churchill Downs |
| Say-on-Pay | 97.82% approval at 2024 annual meeting; no significant changes made due to vote |
Compensation Structure Observations
- Program emphasizes long-term orientation via multi-year vesting on options (2/3/4-year schedule) and restricted stock (3rd/4th anniversary), supporting retention and alignment .
- Annual bonus determination is holistic rather than formulaic; targets are set (100% of base for Nichols), but payouts reflect committee discretion based on company and individual performance factors including Durango opening .
- Governance policies prohibit short sales and company-based derivatives and impose pre-clearance for hedging/monetization; clawback policy aligns with SEC/NASDAQ standards .
Investment Implications
- Alignment and retention: Significant unvested equity with staggered vesting through 2028 and change-in-control acceleration terms create retention hooks; upcoming vest dates (March 18, 2026; Feb 10/16, 2026–2028) can coincide with potential insider selling windows if exercises/settlements occur .
- Cash severance exposure: In a non-CIC termination, cash obligations total ~$1.52M plus benefits; under CIC, total ~$4.85M including equity acceleration—relevant for deal risk analysis and M&A scenarios .
- Pay-for-performance: Discretionary annual bonus structure can dilute strict metric alignment; however, equity mix and vesting tenor emphasize long-term value creation, consistent with strong say-on-pay support (97.82%) .
- Ownership and governance: Nichols beneficially owns 448,316 Class A shares (<1%); stock ownership guidelines (3x salary with 5-year compliance window) and strict trading policy reduce hedging/pledging risk signals .
Footnote: * Values retrieved from S&P Global.