Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
2023 Annual Base Salaries
On March 16, 2023, the Compensation Committee of the Board of Directors of
Canterbury Park Holding Corporation (the "Company") recommended, and the Board
of Directors approved, increases in the annual base salaries of Randall D.
Sampson, President and Chief Executive Officer, and Randy J. Dehmer, Chief
Financial Officer. For 2023, Mr. Sampson's annual base salary will be increased
by 4% to $315,050 and Mr. Dehmer's annual base salary will be increased by 4% to
$252,252.
Adoption of 2023 Annual Bonus Plan
The Company has adopted the Canterbury Park Holding Corporation Annual Incentive
Plan (the "Annual Bonus Plan"), which is a comprehensive framework pursuant to
which opportunities for incentive compensation generally covering periods of one
year or less can be awarded the Company's executive officers, other senior
executives and other employees of the Company. Further information regarding the
Annual Bonus Plan is provided in and the text of the Annual Bonus Plan is an
exhibit to the Company's Current Report on Form 8-K dated April 5, 2016, which
is incorporated herein by reference.
On March 16, 2023, the Compensation Committee recommended, and the Board of
Directors adopted, 2023 performance goals under the Annual Bonus Plan and
granted cash incentive pay opportunities (referred to as "Incentive Awards")
under the Annual Bonus Plan to the Company's eligible employees, which include
Mr. Sampson and Mr. Dehmer.
Payouts of Incentive Awards will be based on the Company's 2023 financial
performance compared to two performance goals established by the Compensation
Committee and the Board of Directors, which are adjusted income from operations
for 2023 and consolidated revenue for 2023, weighted 70% and 30%, respectively.
Adjusted income from operations (AIFO) is income from operations, calculated in
accordance with U.S. generally accepted accounting principles (GAAP), adjusted
to exclude certain extraordinary, unusual or other amounts as determined by the
Compensation Committee. Revenue will be calculated in accordance with GAAP.
On March 16, 2023, the Compensation Committee also recommended, and the Board of
Directors also approved, minimum, target and maximum levels of performance for
2023 AIFO and revenue. Under matrices associated with the 2023 Annual Bonus
Plan, achievement at less than the target level results in a decreasing bonus
and, if achievement fails to meet the minimum performance level, the
participants will earn no payout under their Incentive Awards for 2023. The
total payout under any Incentive Award will not exceed 150% of target, even if
the Company's 2023 AIFO and revenue exceed the maximum level of performance.
Pursuant to the Annual Bonus Plan, on March 16, 2023, the Compensation Committee
recommended, and the Board of Directors approved, 2023 bonus opportunities for
Mr. Sampson and Mr. Dehmer, expressed as percentage of 2023 base salary based
upon the Company's achievement at target levels of each performance goal. The
cash payout that the Company's executive officers may earn at the target level
of achievement as a percentage of their respective salaries as follows: Mr.
Sampson, 45%, and Mr. Dehmer, 35%.
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Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
10.1 Canterbury Park Holding Corporation Annual Incentive Plan (filed as
Exhibit 99.1 to Form 8-K dated April 5, 2016 and incorporated herein by
reference).
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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CANTERBURY PARK HOLDING CORPORATION 
