Michael Rumbolz
About Michael D. Rumbolz
Michael D. Rumbolz, age 70, is an independent director of VICI Properties Inc., serving since October 2017. He currently serves on the Audit Committee (joined February 2025; designated an audit committee financial expert) and the Compensation Committee; he rotated off the Nominating and Governance Committee in February 2025 . Rumbolz is Executive Chair of Everi Holdings Inc. and a 40-year gaming industry veteran, having served as operator, regulator (former Chair of the Nevada Gaming Control Board), and director; he holds a J.D. from the University of Southern California and a B.A. in political science from UNLV .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nevada Gaming Control Board | Member and Chair | 1985–1988 | Regulatory leadership; oversight of gaming industry compliance |
| Anchor Gaming | President & CEO | 1995–2000 | Led gaming operations; strategic execution |
| Circus Enterprises (later Mandalay Bay Group) | Director of Development | 1992–1995 | Property development; expansion initiatives |
| Casino Windsor (Ontario) | President (at opening) | 1995 | Property launch leadership |
| Casino Data Systems | Vice Chair (until sale) | To 2001 | Executive oversight until sale |
| Cash Systems, Inc. | Chair & CEO | 2005–2008 | Led cash access services; later acquired by Everi |
| Employers Holdings, Inc. (NYSE: EIG) | Chair of the Board | 2005–May 2020 | Board leadership at public insurer |
External Roles
| Organization | Status | Role | Since | Committees/Impact |
|---|---|---|---|---|
| Everi Holdings Inc. (NYSE: EVRI) | Public | Executive Chair | Apr 2022 | Former Chair & CEO (Mar 2020–Apr 2022) and President & CEO (May 2016–Mar 2020) |
| Seminole Hard Rock Entertainment, LLC | Private | Independent Director | 2008 | Governance at major gaming operator |
| American Gaming Association | Industry Association | Chair | Jan 2024 | Sector advocacy; policy oversight |
| Gaming Hall of Fame | Recognition | Inductee | 2022 | Industry honors |
Board Governance
- Independence: Board determined Rumbolz is independent under NYSE standards; all non-employee directors are independent . Committees are fully independent .
- Committees: Audit (member; financial expert), Compensation (member). Rotated off Nominating & Governance in Feb 2025 .
- Attendance and engagement: In 2024, the Board met 7 times; committee meetings: Audit 4, Compensation 5, Nominating & Governance 4; committee attendance was 100% and all directors attended at least 75% of aggregate Board/committee meetings .
- Executive sessions: Independent directors meet in regular executive sessions without management .
- Director commitments policy: Without Board consent, directors may serve on no more than four public company boards (two if a public-company executive) . Rumbolz’s other public-company boards count is 1 .
Fixed Compensation
| Component | Amount ($) | Basis/Notes |
|---|---|---|
| Annual retainer (program) | 300,000 | ~$200,000 restricted stock; ~$100,000 cash; paid meeting-to-meeting for equity |
| 2024 cash fees (actual) | 100,000 | Quarterly cash component and any elected cash for additional retainers |
| Committee chair/member retainer (program) | Audit Chair $40,000; Audit Member $20,000; Compensation Chair $25,000; Compensation Member $10,000; N&G Chair $20,000; N&G Member $10,000 | Directors may elect to receive additional retainers in cash, equity, or a mix |
Performance Compensation
| Award | Grant date | Fair value ($) | Vesting/Notes |
|---|---|---|---|
| Annual restricted stock grant | Apr 30, 2024 | 200,000 | Equity paid on an annual meeting-to-annual meeting basis; aligns to director term |
| Total 2024 stock awards (actual) | 220,000 | Includes $200,000 annual restricted stock plus elected equity for additional retainers, per program design |
- Director equity awards are time-based restricted stock; no disclosed performance metrics tied to director equity awards .
Other Directorships & Interlocks
| Company/Entity | Relationship to VICI | Potential Interlock Risk | Notes |
|---|---|---|---|
| Everi Holdings Inc. (NYSE: EVRI) | Industry peer (gaming technology/services) | Low | Executive Chair role; no VICI related-party transactions disclosed |
| Seminole Hard Rock Entertainment, LLC | Gaming operator | Moderate (information flows) | Private company directorship; VICI states no material related party transactions and maintains conflict review policy |
| American Gaming Association | Trade association | Low | Sector-wide advocacy; Chair role |
VICI discloses no material related party transactions; the Nominating & Governance Committee oversees a formal related-party transactions policy to screen conflicts .
Expertise & Qualifications
- Key skills: Risk oversight, CEO/executive management, human capital, executive compensation, cybersecurity/IT .
- Industry expertise: Deep gaming, entertainment, hospitality, and international experience .
Equity Ownership
| Holder | Shares beneficially owned | % of common stock outstanding | Notes |
|---|---|---|---|
| Michael D. Rumbolz | 82,332 | ~0.0078% (82,332 / 1,056,702,548) | Based on 1,056,702,548 shares outstanding as of Mar 3, 2025 |
- Ownership guidelines: Non-employee directors must hold 5x the annual base cash retainer; as of Dec 31, 2024 all directors exceeded requirements, with non-employee directors at 9x–48x .
- Alignment policies: Robust anti-hedging and anti-pledging; no margin purchases or short selling permitted for directors .
Governance Assessment
-
Strengths
- Independence affirmed; Audit and Compensation committees fully independent; Rumbolz designated audit committee financial expert .
- Strong attendance and engagement; committee attendance 100%; Board at least 75% for all directors .
- Director pay mix favors equity alignment; annual restricted stock retainer; stock ownership guidelines met/exceeded .
- Robust policies: anti-hedging/pledging; majority voting; clawback policy for incentive compensation; no excise tax gross-ups; no option repricing .
-
Watch items / potential conflicts
- Extensive external roles in gaming (Seminole Hard Rock; AGA Chair) increase potential information interlocks; however, VICI reports no material related-party transactions and maintains formal conflict screening .
- Director commitments monitored under policy; current other public boards count is 1, within limits .
-
Shareholder sentiment
- Strong say-on-pay support (~96% “for” at 2024 meeting) and annual say-on-frequency maintained (one-year cadence) .
Director Compensation (2024)
| Name | Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Michael D. Rumbolz | 100,000 | 220,000 | 320,000 |
Note: Annual director program set at $300,000 with ~$200,000 in restricted stock and ~$100,000 in cash; additional committee retainers per role can be taken in cash/equity . Each director received a $200,000 restricted stock award on Apr 30, 2024 .
Related Party & Policies
- Related party transactions: No material related party transactions disclosed; policy mandates Nominating & Governance Committee review and approval of any related-person transaction, with independence safeguards .
- Clawbacks: Updated clawback in Oct 2023 to recoup erroneous incentive compensation upon restatement; applies primarily to executive PSUs and annual bonuses .
Compensation Committee Analysis
- Committee composition and responsibilities include oversight of executive and director compensation, incentive plans, human capital, and clawbacks .
- Independent consultant: Pay Governance LLC retained; Compensation Committee concluded no conflicts of interest .
Notes
- Board and committee meetings held in 2024: Board (7), Audit (4), Compensation (5), Nominating & Governance (4); committee attendance 100% .
- Lead independent director not necessary given independent Chair; executive sessions held regularly .
- Rumbolz’s number of other public company boards: 1 .