Form 4: Churchill Downs Director Defers Compensation

A Churchill Downs director acquired phantom share units as part of a deferred compensation plan, aligning interests with shareholders.

Summary

• Douglas C. Grissom, a Director of Churchill Downs Inc. (CHDN), acquired 354.34 phantom share units on September 30, 2025.
• These phantom share units were awarded in connection with an election to defer compensation.
• Each phantom share unit is the economic equivalent of one share of common stock.
• The shares of common stock will be transferred to Mr. Grissom upon his completion of service as a director.
• The number of phantom shares awarded was determined using the closing price of CHDN common stock on September 30, 2025.
• Following this transaction, Mr. Grissom beneficially owns a total of 39,563.82 units, which include restricted stock units, phantom share units, and associated dividends.

Sentiment

Score: 5

Explanation: Neutral. This is a routine insider transaction related to deferred compensation, which is neither inherently positive nor negative for the company's immediate financial performance or outlook. It reflects standard corporate governance and compensation practices.

Positives

• The acquisition of phantom share units through deferred compensation aligns the director's long-term interests with those of the shareholders.
• This transaction represents a standard practice for executive and director compensation, indicating stable corporate governance practices.

Future Outlook

Phantom share units will convert to common stock upon Douglas C. Grissom's completion of service as a director, providing a future equity stake.

Industry Context

This type of deferred compensation plan, utilizing phantom shares, is a common practice in many industries, including the gaming and entertainment sector, to retain and incentivize directors and executives by linking their long-term compensation to company performance.

Comparison to Industry Standards

• Deferred compensation plans involving phantom stock or restricted stock units are standard across publicly traded companies, including peers in the gaming and hospitality industry such as MGM Resorts International or Caesars Entertainment, as a means to align executive and director incentives with shareholder value over the long term.
• The structure, where units convert to common stock upon service completion, is a typical retention mechanism.

Stakeholder Impact

• Shareholders: The deferred compensation structure aligns the director's financial interests with long-term shareholder value.
• Director (Douglas C. Grissom): Receives compensation in a form that vests over time, linking his personal wealth to the company's stock performance.

Next Steps

• The phantom share units will be transferred as common stock to Douglas C. Grissom upon his completion of service as a director.

Key Dates

Keywords

Churchill Downs, CHDN, Form 4, Insider Transaction, Director Compensation, Phantom Shares, Deferred Compensation, Equity Alignment