This excerpt taken from the ASCA DEF 14A filed Apr 29, 2009.
2008 Executive Management Changes
The Company underwent significant changes in management during 2008 in connection with the resignation of John M. Boushy, the Companys Chief Executive Officer and President, on May 31, 2008. Mr. Boushy began employment with the Company as President shortly before the unanticipated death in November 2006 of Craig H. Neilsen, our founder and former Chairman, Chief Executive Officer and majority stockholder (hereinafter, Craig Neilsen). Following Craig Neilsens death, Mr. Boushy became Chief Executive Officer, assuming most of the responsibilities previously handled by Craig Neilsen. Craig Neilsens role as Chairman was assigned by the Board to two long-serving employees of the Company, Ray H. Neilsen (Craig Neilsens son, hereinafter referred to as Mr. Neilsen), and Gordon R. Kanofsky, both of whom had been designated by Craig Neilsen as the co-executors of his estate. The Board had anticipated that it would be necessary to hire an additional executive officer (expected to have the title of Chief Operating Officer) to undertake certain roles that had been fulfilled by Craig Neilsen or Mr. Boushy or both jointly prior to Craig Neilsens passing. No such executive had been hired at the time of Mr. Boushys resignation.
Therefore, Mr. Boushys resignation in 2008 presented the Board with significant questions about how best to fill the roles previously filled by both Mr. Boushy and Craig Neilsen. The Board determined that it was inadvisable to try to do so with one individual. Instead, the Board determined the Chief Executive Officer should have fewer direct reports and a Chief Operating Officer, reporting to the Chief Executive Officer, should assume primary responsibility for a number of operational areas. Rather than hiring one or more individuals from outside the Company, the Board determined that it would be best to reallocate responsibilities among persons already known to, and familiar with, the Company. After extensively exploring the possibilities, the Board settled on a structure that accomplished its goals. The resulting
management and compensation changes in 2008 therefore reflect a fundamental shift in the management structure of the Company.
Mr. Neilsen, then Senior Vice President and Co-Chairman, and who had been involved in shaping the Companys strategy and culture for nearly two decades during his fathers lifetime, was elected Chairman of the Board, an executive officer position, and charged with overseeing the Companys strategic direction, with an emphasis on operations, marketing, entertainment, design and construction.
Mr. Kanofsky, formerly Executive Vice President and Co-Chairman of the Company, was appointed Chief Executive Officer and Vice Chairman of the Board, assuming oversight responsibility for all of the Companys affairs, albeit with a smaller number of direct reports, which included the Companys Vice President of Governmental Affairs as well as the next three named executive officers.
Mr. Hodges, who had been an outside Director of the Company since 1994, agreed to join management as President and Chief Operating Officer. Mr. Hodges undertook primary management responsibility for the Companys core operations, including casino, hotel, food and beverage, marketing, purchasing, entertainment, design, construction and information technology.
Previously Senior Vice President and General Counsel, Mr. Walsh was given the additional title of Chief Administrative Officer, assuming new, primary responsibilities over the human resources, administration and communications departments in addition to the legal affairs and compliance departments he previously managed.
The Companys Chief Financial Officer, Mr. Steinbauer, retained his responsibilities without substantial change.
These executive management changes, which the Board believes were necessary to effectively oversee and direct the Companys affairs, retain institutional experience and provide continuity of leadership, dictated similarly fundamental changes to compensation of the named executive officers in 2008.