Marcia Dall
About Marcia Dall
Independent Class III director (since 2022), age 61 as of the March 10, 2025 record date. She chairs the Compensation Committee (since Aug 2023) and serves on the Audit Committee, where she is designated an “audit committee financial expert.” A CPA with a B.S. from Indiana University and an MBA from Northwestern’s Kellogg School, she is EVP & CFO of Churchill Downs Incorporated (since Oct 2015), with prior senior finance roles at Erie Indemnity, CIGNA Healthcare, Genworth, and GE. Board tenure at SKWD was 2.5 years at record date.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Churchill Downs Incorporated | EVP & CFO | Oct 2015–present | Senior financial leadership at a public operator of racing, online wagering, and gaming (operational and capital allocation oversight) |
| Erie Indemnity Company | EVP & CFO | Mar 2009–Oct 2015 | Finance leadership at provider to Erie Insurance Exchange |
| CIGNA Healthcare | Chief Financial Officer | Jan 2008–Mar 2009 | Division CFO |
| Genworth Financial (International & U.S. Mortgage Insurance) | EVP & CFO (segments) | Aug 2002–Jan 2008 | Segment finance and operations leadership |
| General Electric | Financial Management Program; various finance/ops roles | 1985–2002 | Progressive finance/operations roles over >20 years |
External Roles
- EVP & CFO, Churchill Downs Incorporated (public) since Oct 2015 .
- The proxy biography does not disclose other public company directorships for Ms. Dall.
Board Governance
| Item | Details |
|---|---|
| Board class; re-election | Class III; nominated for re-election at 2025 AGM for term through 2028 |
| Independence | Board determined independent under Nasdaq listing standards; all committees composed solely of independent directors |
| Committees | Compensation Committee (Chair); Audit Committee member |
| Financial expert | Designated “audit committee financial expert” (SEC definition) |
| Attendance | Board met 8x in 2024; all directors attended ≥75% of their scheduled Board and committee meetings; directors attended 2024 AGM |
| Committee cadence (2024) | Compensation 6x; Audit 11x; Nominating & Governance 5x; Risk 4x; Investment 5x |
| Executive sessions | Lead Independent Director presides over regular executive sessions of independent directors |
Fixed Compensation
| Component (Non-Employee Director) | 2024 Structure | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Paid quarterly in arrears; no meeting fees |
| Committee chair fee | Compensation Committee Chair: $15,000 | Additional 2025 stipends added for Risk and Investment Committee chairs |
| Equity retainer | RSUs with $100,000 target value; 1-year cliff vest | Number of units based on pre-meeting average stock price methodology |
| Ms. Dall – actual 2024 cash | $90,000 (retainer + Comp Chair) | |
| Ms. Dall – actual 2024 stock (GAAP grant-date fair value) | $102,628 | Annual director RSU grant (ASC 718) |
Vesting and deferral: Director RSUs vest on first anniversary of grant; starting in 2025, directors may elect to defer settlement 5 years, 10 years, or until separation; dividend equivalents accrue if applicable. Hedging/pledging prohibited.
Performance Compensation
| Performance-linked elements in director pay | Status |
|---|---|
| Performance metrics (TSR/ROE/ESG) tied to director equity | None disclosed; director equity is time-vested RSUs; no stock options granted to directors in 2024 |
| Meeting fees or per-meeting incentives | Not paid |
Other Directorships & Interlocks
- No other public company directorships for Ms. Dall are disclosed in the proxy biography; no interlocks identified involving Ms. Dall.
- Related-party transactions disclosed for 2024 involved The Westaim Corporation/Arena Investors; no transaction naming Ms. Dall was disclosed.
Expertise & Qualifications
- CPA; Audit Committee financial expert designation; extensive CFO experience across insurance and diversified services; MBA (Kellogg). These credibly support oversight of pay-for-performance alignment, financial reporting, and risk.
- Board skills matrix (self-reported) underscores board coverage across accounting/finance oversight, insurance industry, risk management, and corporate governance; Ms. Dall’s biography and committee roles indicate strength in these areas.
Equity Ownership
| Holder | Total Beneficial Ownership | Components | Ownership % | Notes |
|---|---|---|---|---|
| Marcia Dall | 8,433 shares | 5,654 held directly; 2,779 RSUs vesting May 9, 2025 | <1% of 40,330,643 shares outstanding | Directors are subject to 5x cash retainer stock ownership guideline; as of Mar 10, 2025, all directors were in compliance or progressing toward compliance; hedging/pledging prohibited. |
Section 16 compliance: The company reported one corrected Form 4 for another director; no delinquent Section 16(a) reports noted for Ms. Dall.
Governance Assessment
- Strengths
- Independent director; chairs Compensation Committee and serves on Audit (with “financial expert” designation), signaling robust governance and pay oversight.
- Strong engagement: Board and committees met frequently in 2024; all directors met ≥75% attendance; D&O governance includes regular executive sessions led by the Lead Independent Director.
- Alignment: Director pay delivered via cash retainer plus time-based RSUs with 1-year vest; director stock ownership guideline of 5x retainer; prohibitions on hedging/pledging.
- Compensation committee uses an independent consultant (FW Cook); conducts risk assessment; maintains clawback policy at the company level for executives.
- Potential watch items
- Time commitments: Ongoing full-time role as EVP & CFO of Churchill Downs could present time-allocation risk; however, no attendance shortfalls reported.
- Related-party/Interlocks: None disclosed involving Ms. Dall in 2024; continue monitoring annual “Certain Relationships” disclosures.
Net takeaway: Ms. Dall brings deep finance and insurance expertise with strong committee leadership. Her independence, financial expert status, and adherence to stock ownership and trading policies support investor confidence, with no disclosed conflicts or red flags tied to her tenure.