Michael Crawford
About Michael Crawford
Michael A. Crawford (age 57) has served as SEG’s lead independent director and Chairman of the Nominating & Corporate Governance Committee since July 2024. He is currently Chairman, President, and CEO of Hall of Fame Resort & Entertainment Company (Nasdaq: HOFV) through May 18, 2025, and becomes CEO of Baillie Lodges on May 19, 2025. He previously held senior leadership roles at Four Seasons Hotels & Resorts and The Walt Disney Company; he holds a B.S. from Bowling Green State University and an MBA from the University of Notre Dame. Crawford is affirmatively determined independent under SEC and NYSE American rules and is designated an audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hall of Fame Resort & Entertainment Co. (HOFV) | Chairman, President & CEO | Dec 2018–May 18, 2025 | Led sports-entertainment enterprise; multi-subsidiary oversight |
| Four Seasons Hotels & Resorts | President, Asia Pacific; Global President, Portfolio Management | 2014–2018 | Capital planning; global design/construction; residential assets oversight |
| The Walt Disney Company | SVP & GM, Shanghai Disney Resort; President, Shanghai Walt Disney Holdings Co. | ~25 years (prior to 2014) | International operations leadership; large-scale destination development |
External Roles
| Organization | Role | Start/End | Committees/Notes |
|---|---|---|---|
| Baillie Lodges | Chief Executive Officer | Effective May 19, 2025 | Transition announced; hospitality focus |
| Texas Roadhouse, Inc. (Nasdaq: TXRH) | Director | Current | Committee roles not disclosed |
| Hall of Fame Resort & Entertainment Co. (Nasdaq: HOFV) | Chairman, President & CEO | Through May 18, 2025 | Executive role ending; multi-entity oversight |
Board Governance
- Lead Independent Director: Presides over executive sessions; approves agendas/schedules after consultation with Chair/CEO; liaison to management .
- Committee assignments: Audit (member; audit committee financial expert), Compensation (member), Nominating & Corporate Governance (chair) .
- Independence: Board determined Crawford, Digilio, and Hirsh are independent under SEC and NYSE American rules .
- Attendance: In 2024, each director attended at least 75% of board and applicable committee meetings; the board met four times; Audit met twice; other committees did not meet in 2024. Independent directors meet in executive session not less than twice per year .
- Board dynamics: Pershing Square holds board nomination rights (one of five directors; expands to ≥20% if board grows), represented by director Anthony F. Massaro .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Non-employee directors |
| Lead Independent Director retainer | $10,000 | Additional to annual retainer |
| Audit Committee (member) | $10,000 | Chair: $20,000; member: $10,000 |
| Compensation Committee (member) | $8,750 | Chair: $15,000; member: $8,750 |
| Nominating & Corporate Governance (chair) | $12,500 | Chair: $12,500; member: $5,000 |
| Meeting fees | $0 | No meeting fees; expense reimbursement available |
| 2024 Director Compensation (Michael Crawford) | USD |
|---|---|
| Fees earned/paid in cash | $39,271 |
| Stock awards (grant date fair value) | $41,718 |
| Total | $80,989 |
Notes:
- Directors may elect to receive cash retainers in fully vested shares; none elected stock for cash retainers in 2024 .
Performance Compensation
| Equity Award Structure (Directors) | Terms | Value/Timing |
|---|---|---|
| Initial Award (for directors appointed Aug 1, 2024) | Fully vested shares | $16,712 granted Oct 18, 2024 |
| Quarterly Award (ongoing) | Fully vested shares each Payment Date | $25,000 per quarter when serving; cash if service terminates before Payment Date |
- No performance-based metrics disclosed for director equity awards (awards are fully vested at grant) .
Other Directorships & Interlocks
- Current public boards: Texas Roadhouse, Inc. (director) .
- Board composition includes Pershing Square’s representative (Anthony F. Massaro) pursuant to investor rights; potential influence of a 39.6% shareholder on board processes via nomination rights .
- No related-party transactions disclosed involving Crawford; related-party transactions are overseen by the Audit Committee under SEG’s RPT Policy .
Expertise & Qualifications
- Audit committee financial expert designation .
- Deep hospitality, destination development, and international operations experience; senior leadership at global brands (Four Seasons, Disney) .
- Governance leadership as lead independent director and chair of Nominating & Corporate Governance Committee .
- Education: B.S. Business Administration (Bowling Green State University); MBA (University of Notre Dame) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Michael A. Crawford | 2,620 | <1% |
Stock ownership guidelines:
- Non-employee directors must hold Company Securities valued at ≥5x annual cash retainer within five years of appointment .
- Compliance status vs guideline for Crawford not disclosed; no pledging or hedging disclosures specific to directors beyond Insider Trading Policy adoption .
Governance Assessment
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Strengths: Independent status; lead independent role; audit financial expert; committee breadth (Audit, Compensation, Nominating & CG); structured, modest director pay with equity component; independent executive sessions; attendance ≥75% in 2024 .
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Alignment: Director stock ownership guidelines (5x retainer over five years) promote long-term alignment; quarterly equity grants provide ongoing exposure to share performance .
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Risks/RED FLAGS to monitor:
- Time-commitment risk: concurrent executive transitions (HOFV through May 18, 2025; Baillie Lodges CEO from May 19, 2025) alongside lead independent and committee chair duties could pressure availability; continued attendance should be monitored post-transition .
- Control/Influence risk: Pershing Square’s nomination rights and 39.6% ownership may shape board dynamics; ensure robust independent oversight and clear processes in executive sessions and committee work .
- Director equity grants are fully vested at grant (no performance conditions), relying on ownership guidelines for alignment rather than explicit performance-linked director pay .
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Overall: Crawford brings seasoned hospitality and international destination expertise with strong governance credentials. The combination of lead independent responsibilities and audit expertise supports board effectiveness; vigilance on time commitments and controlling shareholder dynamics remains prudent for investor confidence .