CEO Randall Sampson was paid $576,922 in fiscal year 2025, ↑ up 1.8% from fiscal year 2024 (SEC filing 0001437749-26-013251 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
$576,922 ↑ Randall Sampson total, FY2025 | — CEO pay percentile vs peers | — CEO-to-median pay ratio | 97.49% Say-on-pay support, latest vote |
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CPHC's next annual pay disclosure, estimated April 24, 2027.est. Filing ↗
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Randall Sampson | $334,835 | $0 | $146,250 | $0 | $83,565 | $0 | $12,272 | $576,922 |
| President and Chief Executive Officer | ||||||||
| Randy Dehmer | 270,620 | 0 | 89,700 | 0 | 52,530 | 0 | 9,254 | 422,104 |
| Senior Vice President of Finance and Chief Financial Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Randall Sampson | $576,922 | $566,988 | — | ↑ +9,934 |
| Randy Dehmer | 422,104 | 412,098 | — | ↑ +10,006 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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Each company listed discloses CPHC in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named CPHC in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Randall Sampson | RSA | — | — | — | 7,500 | — | — |
| Randy Dehmer | RSA | — | — | — | 4,600 | — | — |
Grant-level vehicle detail not disclosed.
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Randy Dehmer | RSU | 1,300 | — | $20,020 |
| Randall Sampson | RSU | 2,300 | — | 35,420 |
| Randall Sampson | RSU | 7,500 | — | 115,500 |
| Randy Dehmer | RSU | 2,700 | — | 41,580 |
| Randy Dehmer | RSU | 4,600 | — | 70,840 |
| Randy Dehmer | RSU | 600 | — | 9,240 |
| Randall Sampson | RSU | 4,275 | — | 65,835 |
| Randall Sampson | RSU | 1,000 | — | 15,400 |
The Compensation Committee aims to provide competitive compensation to attract, motivate, and retain executives with superior leadership abilities, aligning executive interests with the Company's long-term performance. The program balances fixed pay (base salary) with variable pay (bonuses and equity) to incentivize both short-term operational performance and long-term stock price appreciation.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Total Rewards Group, LLC |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | false |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2025 | 2025-06-05 | 2,760,678 | 70,942 | 1,181 | 97.49% | Passed |
| 2022 | 2022-06-02 | 3,021,133 | 93,004 | 41,912 | 97.01% | Passed |
| 2019 | 2019-06-05 | 3,187,805 | 31,178 | 11,964 | 99.03% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2025 | 2025-06-05 | 97.49%a |
| 2022 | 2022-06-02 | 97.01%b |
| 2019 | 2019-06-05 | 99.03%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Carin J. OffermanIndependent · Lead Independent Director · Audit · Compensation (Chair) | $50,000 | $40,000 | — | — | — | $90,000 |
| Mark ChronisterIndependent · Audit (Chair) · Compensation | 46,000 | 40,000 | — | — | — | 86,000 |
| John S. HimleIndependent · Audit · Governance (Chair) | 46,000 | 40,000 | — | — | — | 86,000 |
| Peter AhnIndependent · Audit · Governance | 42,000 | 40,000 | — | — | — | 82,000 |
| Damon E. SchrammIndependent · Compensation · Governance | 38,000 | 40,000 | — | — | — | 78,000 |
| Maureen H. BauschIndependent · Compensation · Governance | 38,000 | 40,000 | — | — | — | 78,000 |
| Randall D. SampsonEmployee director · Board Chair | — | — | — | — | — | 0 |
| Annual cash retainer | $30,000 |
|---|---|
| Annual equity retainer | $40,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 12,000 / 8,000 / 8,000 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $260,000 |
| Equity awards (grant-date value) | $240,000 |
| All other compensation | $0 |
| Total cost of the board | $500,000 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Canterbury Park Holding | 2025 | Randall Sampson | $334,835 | $146,250 | $0 | $83,565 | $576,922 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Randall Sampson | DEF 14A | 2026-04-24 | 0001437749-26-013251 | Section “Summary Compensation Table.” · page 29. As printed: 576,922. Filing ↗machine: r1 · c20 · span 342927–342934 |
| 2 | Section 01, Randy Dehmer | DEF 14A | 2026-04-24 | 0001437749-26-013251 | Section “Summary Compensation Table.” · page 29. As printed: 422,104. Filing ↗machine: r3 · c20 · span 349424–349431 |
| 3 | Section 03, Randall Sampson RSA | DEF 14A | 2026-04-24 | 0001437749-26-013251 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 320386–320391 |
| 4 | Section 03, Randy Dehmer RSA | DEF 14A | 2026-04-24 | 0001437749-26-013251 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 320436–320441 |
| 5 | Section 08, Carin J. Offerman | DEF 14A | 2026-04-24 | 0001437749-26-013251 | Section “Director Compensation”. As printed: 90,000. Filing ↗machine: span 461081–461088 |
| 6 | Section 08, Mark Chronister | DEF 14A | 2026-04-24 | 0001437749-26-013251 | Section “Director Compensation”. As printed: 86,000. Filing ↗machine: span 457945–457952 |
| 7 | Section 08, John S. Himle | DEF 14A | 2026-04-24 | 0001437749-26-013251 | Section “Director Compensation”. As printed: 86,000. Filing ↗machine: span 459511–459518 |
| 8 | Section 08, Peter Ahn | DEF 14A | 2026-04-24 | 0001437749-26-013251 | Section “Director Compensation”. As printed: 82,000. Filing ↗machine: span 462643–462650 |
| 9 | Section 08, Damon E. Schramm | DEF 14A | 2026-04-24 | 0001437749-26-013251 | Section “Director Compensation”. As printed: 78,000. Filing ↗machine: span 464212–464219 |
| 10 | Section 08, Maureen H. Bausch | DEF 14A | 2026-04-24 | 0001437749-26-013251 | Section “Director Compensation”. As printed: 78,000. Filing ↗machine: span 456377–456384 |
| 11 | Section 08, Randall D. Sampson | DEF 14A | 2026-04-24 | 0001437749-26-013251 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 12 | Section 06, 2025 vote | Form 8-K | 2025-06-10 | 0001437749-25-019941 | Item 5.07 · say-on-pay result. As reported: 97.49% (votes for as printed: 2,760,678). Filing ↗ |
| 13 | Section 06, 2022 vote | Form 8-K | 2022-06-07 | 0001437749-22-014482 | Item 5.07 · say-on-pay result. As reported: 97.01% (votes for as printed: 3,021,133). Filing ↗ |
| 14 | Section 06, 2019 vote | Form 8-K | 2019-06-06 | 0001672909-19-000015 | Item 5.07 · say-on-pay result. As reported: 99.03% (votes for as printed: 3,187,805). Filing ↗ |
| 15 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 16 | Section 09b board cost (computed) | Computed | — | — | Cash 260,000 + equity 240,000 + all other 0 = 500,000, summed across the director compensation table rows.machine: formula: Σ = 500,000 |
| 17 | Canterbury Park Holding (subject), Section 10b CEO total | DEF 14A | 2026-04-24 | 0001437749-26-013251 | CEO total compensation as printed in Canterbury Park Holding's own proxy. As printed: 576,922. Filing ↗machine: r1 · c20 · span 342927–342934 |
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