ࡱ> O NWbjbjUU :7׎e7׎eOE d{{{+\{dt&@[[[sssssss$v@yx t t[[4t###[[s#s##e k[M)MYjg:s4t0dthyytkyk# t tU!zdty : Monthly Meeting of the SAʴý Board of Directors March 23, 2022 2:00 p.m. The Monthly Meeting of the SAʴý Board of Directors was called to order by Mr. Radia in the James Rasmussen Board Room at SAʴý in Altoona, Iowa at 2:00 p.m. Roll Call. Dennis Albaugh phone, arrived after Lobbyist ReportBob Chittenden - absentLinda Grandquist - phoneDanny HomanFrank Marasco arrived during Lobbyist ReportMarty Martin - phoneGerry Neugent Steven NevilleBob OHollearnSuku Radia - ZoomKen SagarMary SimonSusan VossMarta Codina - absent John Irving - phone Also in attendance were: Gary Palmer, President/CEO Ann Atkin, Senior Vice President/COO Michele Wilkie, Senior Vice President/CAO Tom Flynn, Legal Counsel Nancy Winget, Its Recording Secretary Members of the Press, Public, and Staff Approval of the Minutes. A motion was made by Mr. Homan to approve the Minutes of the monthly meeting of the SAʴý Board of Directors held on February 2, 2022, and the Special Board meeting held on March 9, 2022, as written. The motion was seconded by Mr. Neugent and passed on a voice vote. Public Comment. None Lobbyist Report. Troy Skinner reviewed the March 2022 Legislative Update: The end of the Session is approaching, and the per diem runs out on April 19. HSB 604 I-Gaming this bill is dead for the Session HSB 578/HF 2497 - the IGA Omnibus Bill. The bill passed in the House and is in the Senate, with amendments if it passes with the amendments, it will be sent back to the House; itll probably move next week; there are rumors of more amendments. HSB 641/HF 2378. This is the Horsemens Omnibus Bill to allocate 4% vs. the current 2% of Thoroughbred purses to the HBPA and establishes an after-racing care assistance program; the bill is in the Senate and is eligible for debate. HSB 614/HF 2286 Sports Wagering Tax Receipts Bill. There is $4 million from the 2019 tax receipts sitting in a special fund that hasnt been obligated yet; there is talk about funding to allow high school students to attend sporting events free or money to a County Endorsement fund for counties without a casino. HF 2318 Tax Bill. This bill passed. PM Board Meeting March 23, 2022 Mr. Radia asked about the shift to on-line gaming and the effect on brick and mortar facilities. Mr. Skinner said that is the I-Gaming Bill, and he believes it would be detrimental to brick and mortar facilities; the bill is dead this year, but it wont go away; the legislators are tired of the sports betting commercials and were seeing a push back on casino issues. Financials. Elaine Castelline, Vice President of Finance/CFO, reviewed the February YTD financials, noting all departments met or exceeded the plan to-date. Performance Goals - February YTDActualBudget2021Casino Revenue$33.6 m$32.3 m$28.4 mTotal Revenue$38.9 m$38.8 m$33.9 mNet Revenue$37.1 m$36.6 m$32.2 mPayroll Expenses$7.8 m$8.5 m$7.5 mOperating Expenses$7.4 m$7.7 m$6.9 mNet Income before Community Benefit$13.2 m$12.0 m$10.7 m Total Revenue, February YTD: 86 of every $1.00 comes from the casino floor - $33.6 million; Sportsbook $2.4 million; F&B $900,000; Pari-Mutuel $100,000; Other $1.1 million; Hotel and Conference Center $.9 million. Casino Revenue. Revenue is trending well this is the best January and February YTD in history. YearCasino Revenue2022$33.6 m2021$28.4 m2020$33.4 m (COVID)2019$30.1 m2018$31.4 m2017$29.9 m Top Performing Areas Most Recent 4 Years. February is the best February in history for Slot Revenue, Prairie Coffee Company Revenue, Paddock Revenue, AJs Steakhouse Revenue; the Caf at The Meadows just missed best revenue. Iowa MarketSAʴý$33.6 mHorseshoe$33.3 mAmeristar II$29.9 mRiverside$19.7 mIsle Waterloo$15.8 mHarrahs$11.6 mLakeside$8.1 mWild Rose Jefferson$5.8 mIowa Casino average vs. 202112.6%Competitors average vs. 202116.8% PM Board Meeting March 23, 2022 Surrounding Markets vs. 2021SAʴý+18.2%St. Louis+13.9%Kansas City+9.1%Omaha/Council Bluffs three casinos18.9%Quad Cities+30.6% Sportsbook. Bettors did better than SAʴý in February Hold was 3.2%; Iowa Casino average Hold 6.1%; football is the best season for Sportsbooks, and March Madness is the second-best season. Mr. OHollearn noted Payroll Expenses were down and asked about open positions and Ms. Wilkie said we have 120 openings, but a lot are Seasonal. Mr. OHollearn asked how that compared to previous years and Ms. Wilkie said last year, we had 100 openings in March, and before COVID, we had 40-50 openings. Mr. OHollearn asked if there is more interest in positions and Ms. Wilkie said there is some as far as applications, but follow-through is lacking they do not show up for interviews. Ms. Grandquist congratulated the team on a great year and the team working together to make it happen; it was a fantastic year and shes proud of the team. Ms. Castelline thanked Ms. Grandquist for the comments, noting the Directors are in the audience to hear the comments. Ms. Grandquist noted several of the team have been here 15-20-25 years its a great team. Mr. Radia echoed the comments about Mr. Palmer and the team, and said he hopes to replicate the performance the rest of the year. Staff Report Clint Pursley, Vice President of Security. Mr. Pursley said hell give an overview of his role, the areas he oversees, and the projects he oversees. Security Highlights. Hes overseen this area for 25+ years. The casino was one of 93 that had a US Department of Homeland Security Assessment. Chris Judge did the comprehensive three-day assessment, covering prevention, protection, mitigation, response, and recovery; his comments were humbling and flattering we are doing some things that werent on the assessment and he had to call his Supervisors for advice we will skew the scales for other assessments. Multi-Jurisdictional Training Opportunities. Training Goals include maintain proficiency in tactical skillsets, enhance working relationships with responding agencies, and improve situational awareness; we hold joint training with Polk County on the Backside on tactical protocols; shoot/dont shoot protocols; rescue task force training started after the Las Vegas mass shooting with area police departments, fire rescue teams, and the private sector; with the Columbine shootings, it was show up and wait, and our training is show up and engage; we work with Polk County Emergency Management and William Penn College. All Employees were trained in Human Trafficking. Starting 1-1-2022, Iowa adopted a law that any entity that receives public funds as payment for services were required to be certified in Human Trafficking; we found out 45 days prior to the law going into effect; certification was not only for hotel staff, but all employees; in 30 days, 830 PM Board Meeting March 23, 2022 employees were trained and we received certification; there are several hotels and conference centers in Iowa that are not currently eligible to hold public events. Facilities Highlights. Space on the 3rd floor was remodeled, and all Accounting staff are located in one location. Remodeled the old Accounting area and relocated the DCI to that location. The snowmelt system under the Porte Cochere was renovated. Facilities Current Projects: 1). Hotel remodel will start in the Fall 2022, 168 rooms with updated bathrooms and new FFE, project cost = $11.5 million. 2). Arc Flash Study. 3). Additional Breakroom at the North end. 4). Remodel the Homestretch Concession on the Apron. Surveillance. The team observes the activities in the facility to protect the casinos assets, public, and employees to ensure activities are conducted honestly and free of criminal elements and activities. The department consists of 17 employees, 1,264 cameras, 5 LPRs, 12 servers, 47 switches. Records over 11 million hours of video a year; retains over 300,000 hours of video and preserves about 2.86 terabytes of video; reviews over 2,000 events per year. Writes reports and is a tool utilized by departments to help track items (i.e. lost tickets, theft, Jackpots, outstanding liens, etc.), and manually logs every phone call and request. Kevin Brannen is the Director and he is currently on a task force with the DCI to review and update Chapter 141 of the IAC which governs Surveillance in a licensed gaming facility. Players Services. Looking at revamping the club; we have 9 categories and its cumbersome is there a benefit to 9 categories or should there be fewer categories to make it more user friendly. Segmented mail. Were reviewing the segmented criteria to ensure its profitable to do; looking at offers to be competitive, but we dont want to buy the market; and reviewing the analytics processes. Attendance is down compared to 2018 and 2019, but were marketing to players; working to reduce overhead and increase the bottom line; promotions have been moved to Sundays to ensure another trip. Table Games revenue is down, but its not the departments fault, its due to COVID and having to social distance; the department has saved by reducing staff due to less play. Mr. Flynn asked if other casinos have armed Security and Mr. Pursley said no, PM is the only casino with a Rapid Response Team (RRT); other casinos would like to have RRT, but its expensive theyd rather assume the risk rather than the cost. Mr. Flynn asked the procedure at the other casinos and Mr. Pursley said flee, run, hide - fight would be the last option. Mr. Radia said great job this is important. PM Board Meeting March 23, 2022 Presidents Report. Mr. Palmer reported: COVID Mitigation Procedures. The mask requirement ended on March 1and the barriers between machines were removed; 2021 was a great year - guests said they liked our safety protocols and felt safe coming out; we did what we thought we needed to do. The Facilities team is busy getting ready for Racing, as the Backside opens April 15 and the Main Training Track opens April 17. Next Board Meeting May 9. Introduced the new Director of Marketing, Cyndi Fisher. When our previous Director left last July, Julie Stewart filled in as the interim; we hired a Director and when he didnt work out, we hired Ms. Fisher as a consultant, and that worked out well and we offered her the full-time position; she has been in the Des Moines area a long time; Welcome. Committee Reports Finance/Audit. Mr. Palmer said he will make the report as Mr. Chittenden is ill and cant be on the phone other committee members, please feel free to fill in. The committee met on Monday: Mr. Flynn said there are no significant legal issues. Accepted the Deloitte Audit Report - it will be distributed to the Board after its delivered to the IRGC it was a good report and Accounting and the Internal Auditor did a great job. Approved the 6 Month Internal Audit Work Plan. Kent Shirley reviewed the Internal Audit Department Update and The Finance/Audit Committee Checklist (the duties and responsibilities of the committee). Ms. Castelline reviewed the financials. The 2022 Bulletproof Cybersecurity Assessment was included in the packet, but wasnt discussed. Mr. Shirley will give a brief synopsis and Mr. Guzman, Director of IT, is here to answer any questions. Mr. Shirley said he has been the Internal Auditor since 2008; on a bi-annual basis, an IT CyberSecurity audit is done by an independent third party; Bulletproof Solutions did the audit and presented the report to SAʴý - there were no critical findings in the report; Bulletproof stated in the report four areas of strengths: 1). no vulnerabilities were found on the wireless system, 2). the casino floor network ports are disabled, 3). very good intrusion system, 4). real-time alerting system; Mr. Guzman and his team are doing a great job keeping PM safe from cyber-attacks; the report is an Action Item. Mr. Palmer said there are three Action Items: Reserve Accounts - Reserve Accounts. MEPS Study $11.9 million; Future Capital Reserves $2.4 million; Master Plan $10 million; Purse Allocations $23.4 million - as discussed at the February 2, 2022 Board meeting. Mr. Homan moved to approve the Reserve Accounts and the motion was seconded by Mr. Neugent. Dr. Neville referred to the February 2, 2022 Minutes the amount of the MEPS Study was $12.9 million and now its $11.9 million, and Mr. Palmer said this will be explained later. The motion unanimously passed on a voice vote. Deloitte Audit Report. Mr. Radia noted this was a great audit. Mr. Neugent moved to accept the Audit Report, the motion was seconded by Mr. Homan, and unanimously passed on a voice vote. PM Board Meeting March 23, 2022 CyberSecurity Audit which will be filed with the IRGC upon acceptance from the Board. Mr. Homan moved to accept the Audit, the motion was seconded by Mr. OHollearn, and unanimously passed on a voice vote. Facilities. Mr. Irving said the committee did not meet. Human Resources. Mr. Palmer said Mr. Martin requested Mr. Homan make the report since he is present at the meeting. Mr. Homan reported that the committee met on March 7 and reviewed its Charter, received an update on SAʴý University, received an update on COVID mitigation procedures, and Ms. Wilkie explained the proposed changes to the Incentive Program for 2022 addition of a discretionary component for the Senior Vice Presidents and below, changes to the community involvement criteria, how attainment of guest service goals is calculated, and which job classifications are calculated based on company vs. departmental guest service and financial performance. Mr. Homan said, that on behalf of the HR Committee, he moved to approve the 2022 management Incentive Program for Specialists and above, the motion was seconded by Mr. Sagar, and unanimously passed on a voice vote. Grants. Ms. Voss said the committee was advised that there is $9 million to give away for charitables, and the committee recommendation for allocation is $5 million for Legacy Grants and $4 million for Community Betterment and Youth Sports Grants; it will be an interesting and challenging year we received the largest number of Legacy applications ever, and we have a new process: review and score all applications to ensure they are quality projects; thank you to Ms. Stewart for coordinating. Mr. Radia noted the MEPS Study was $12.9 million, and the amount went to $11.9 million this is the extra million for Grants; this will be the largest giving in history! Ms. Voss moved approval of $9 million for Grants and the allocation of $5 million for Legacy and $4 million for Community Betterment and Youth Sports, the motion was seconded by Mr. Sagar, and unanimously passed on a voice vote. Ms. Voss noted the Grants Handbook is on the table for the Board to score and there are dates to see the presentations. Mr. Radia asked if the presentations would be videoed and sent out and Ms. Stewart said yes. Mr. Radia thanked the committees for the reports, and noted the great work done, thus far. Other. CEO Search. Mr. Homan referred to the December 15, 2021 Board Meeting Minutes: the Board discussed authorizing the Executive Committee to engage Carlson Group for the CEO search; the Minutes state the order in which the interviews should be done the first priority is for in-house candidates, and if someone in-house is qualified, were done with the search, if not qualified in-house, then we go state-wide with casinos executives, if one is qualified, were done with the search, if not qualified, then do a national search. Mr. Homan said a concern to him is, its now March 23; we all hear the congratulations to the group of people here (the audience), but theres been no report on the search or the Board has not received a copy of the contract to see and if what was discussed in this meeting is in the contract; he requests all Board members receive a copy of the Carlson contract and receive a report on where were at in the process since its three months old; has there been any in-house interviews; hes been associated with PM since the very beginning; PM has a great staff; where are we at in the search process; was a national search done before in-house staff, and if so, why? PM Board Meeting March 23, 2022 Mr. Radia said its a standardized contract, and hed be happy to have it sent out to the Board; the Executive Committee vetted the contract; its a generic contract; instructions were given to Gregg Carlson, he is not sure where he currently is, he is indeed interviewing, and he understood the priorities and followed them; interviews start the week of March 28; when the Board reconvenes in May, itll receive a report from Mr. Carlson; there was very specific criteria of managements expectations and the work competencies; Mr. Carlson is going through his process and will begin interviews; the Board will receive a report in May, the contract will be sent to the Board in the meantime. You are welcome to have a copy of the Carlson engagement letter, its a boilerplate letter, but we will be happy to provide that to you. There is more to come Mr. Carlson has to go through his process; he will definitely interview internal candidates, and that whole process is about to begin. Ms. Grandquist was glad that the question was asked about the Meeting Minutes and looking at in-house candidates have we done this? Mr. Radia said yes. Ms. Grandquist asked if any interviews have been done and Mr. Radia said some candidates will be interviewed next week. Ms. Grandquist knows there are 2-3 good in-house candidates. Ms. Voss has a concern that employment matters should be discussed in a Closed Session; if discussed now, it should be in generic terms. Mr. Radia said theres nothing specific to report, and well have a Closed Session in May. Mr. Sagar asked if we can do a Closed Session; Mr. Radia said theres nothing substantive and well have a Closed Session in May. Mr. Radia said Mr. Carlson has been in contact with Mr. Palmer and himself and hes briefed the Executive Committee all along you know everything the Executive Committee knows. Mr. Sagar moved to hold a Closed Session to continue the discussion in a more appropriate setting and the motion was seconded by Mr. Homan. Mr. Neugent asked if a Closed Session is permissible and Mr. Flynn said not if its not an agenda item. Mr. Sagar said hes not on the Executive Committee, and hes curious by nature. Mr. Radia said the Closed Session will be properly noted for the May meeting. Mr. Sagars concern is that no decision has been made, and he believes more information is appropriate, and Mr. Radia said this is a Board decision. Mr. Sagar would like more information. Mr. Homan said information hasnt been shared with the Board; except for those on the Executive Committee, the Board doesnt know anything and that makes people get curious and concerned; the Board should have received a copy of the contract back when it was signed and should receive updates it doesnt have to be specific, but its extremely important to receive information prior to May. Mr. Radia said the contract will be sent out and hell ask Mr. Carlson to report on whats transpired; Mr. Radia has had two communications and a phone call, the call was a summary of what Mr. Carlson sent to me, and hed be happy to send all of that to you; therell be more details in May and more conversations between Mr. Carlson, Mr. Palmer, and himself. Mr. Radia noted the requests are fair. Mr. Flynn asked if the motion for a Closed Session is withdrawn? Mr. Sagar withdrew the motion and Mr. Homan withdrew his second to the motion. PM Board Meeting March 23, 2022 Adjournment. 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