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AMERISTAR CASINOS GOVERNANCE

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CORPORATE GOVERNANCE

Audit Committee Charter

Compensation Committee Charter

Nominating Committee Charter

Code of Conduct for Directors, Officers and Team Members

Code of Ethics for the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer

Stock Ownership Guidelines for Executive Officers

Stock Ownership Guidelines for Non-Employee Directors



AMERISTAR OFFICERS & DIRECTORS

  • GORDON R. KANOFSKY
    Chief Executive Officer And Director
  • LARRY A. HODGES
    President, Chief Operating Officer And Director
  • PETER C. WALSH
    Senior Vice President And General Counsel And Chief Administrative Officer
  • THOMAS M. STEINBAUER
    Senior Vice President Of Finance, Chief Financial Officer, Secretary, Treasurer And Director
  • LUTHER P. COCHRANE
    Chairman Of The Board Of Directors, Chair Of The Nominating Committee And Member Of The Compensation And Audit Committees
  • CARL BROOKS
    Director And Member Of The Compensation, Audit And Nominating Committees
  • J. WILLIAM RICHARDSON
    Director, Chair Of The Audit Committee And Member Of The Compensation And Nominating Committees
  • LESLIE NATHANSON JURIS, PH.D.
    Director, Chair Of The Compensation Committee And Member Of The Nominating Committee


GORDON R. KANOFSKY

Chief Executive Officer And Director

Gordy Kanofsky has been Chief Executive Officer of Ameristar since May 2008 and a Director since November 2006. He joined Ameristar in September 1999 and was Executive Vice President from March 2002 to May 2008, after initially serving as Senior Vice President of Legal Affairs. He served as Co-Chairman or Vice Chairman of the Board from November 2006 until May 2011.

Prior to joining Ameristar, he was in private law practice in Washington, D.C., and Los Angeles, California, primarily focused on corporate and securities matters, and represented Ameristar beginning in 1993.

Gordy is a Co-Trustee and a member of the Board of Directors of the Craig H. Neilsen Foundation. In addition, he serves on the Board of Directors of the American Gaming Association and previously served on the Association's Task Force on Diversity. He has also served in various volunteer leadership capacities for the Cystic Fibrosis Foundation.

Gordy is a graduate of the Duke University School of Law with honors and holds an undergraduate degree in History, magna cum laude, from Washington University in St. Louis. He was a member of the Duke Law Journal.



LARRY A. HODGES

President, Chief Operating Officer And Director

Larry Hodges was named President and Chief Operating Officer of the Company in May 2008. He is responsible for gaming, hotel, food and beverage, marketing, design and construction, human resources and information technology. He has also been on the Board of Directors of Ameristar since March 1994.

Prior to assuming his executive positions with Ameristar, Larry was a consultant for CRG Partners Group LLC, a privately held business management firm. He was President and Chief Executive Officer of Mrs. Fields Original Cookies, Inc. from April 1994 to May 2003, after serving as President of Food Barn Stores, Inc. from July 1991 to March 1994.

From February 1990 to October 1991, Larry served as president of his own company, Branshan Inc., which engaged in the business of providing management consulting services to food makers and retailers. Earlier, he was with American Stores Company for 25 years, where he rose to the position of President of two substantial subsidiary corporations.

Larry holds a Bachelor of Arts degree from California State University, San Bernardino and is a graduate of the Harvard Business School Program for Management Development.



PETER C. WALSH

Senior Vice President And General Counsel And Chief Administrative Officer

Peter Walsh has served as Senior Vice President and General Counsel of Ameristar since April 2002 and assumed additional duties as Chief Administrative Officer in May 2008. He oversees legal affairs and regulatory compliance and previously had oversight responsibility for human resources, administration and communications.

Peter previously served as Vice President and Assistant General Counsel of MGM MIRAGE and as Assistant General Counsel of Mirage Resorts, Incorporated for nine years. He was involved in almost every significant financing and corporate transaction engaged in by Mirage Resorts since the early 1980s. Prior to joining Mirage Resorts, he was in private legal practice in Los Angeles, California.

Peter graduated summa cum laude from UCLA School of Law, where he was a member of the UCLA Law Review and selected for membership in the Order of the Coif. He earned an undergraduate degree in English from Loyola Marymount University, also with summa cum laude honors.



THOMAS M. STEINBAUER

Senior Vice President Of Finance, Chief Financial Officer, Secretary, Treasurer And Director

Tom Steinbauer joined Ameristar in 1991 as the Company was transitioning from a privately held entity into a public corporation. As Chief Financial Officer, he oversees corporate accounting functions and financial relations, as well as financial executives at each property. He has also served on the Company's Board of Directors since its inception in 1993.

Prior to joining Ameristar, Tom was Vice President of Finance for the Sands Hotel in Las Vegas where he led the Human Resources and Management Information Services departments and worked closely with Security and Surveillance. His 35-year career in the gaming industry also includes executive posts with Bally's Reno and the Flamingo Hilton.

Educated at the University of Nebraska-Omaha, Tom holds Bachelor of Science degrees in Business Administration and Accounting.



LUTHER P. COCHRANE

Chairman Of The Board Of Directors, Chair Of The Nominating Committee And Member Of The Compensation And Audit Committees

Luther Cochrane became a Director in January 2006 and was elected non-executive Chairman of the Board in May 2011. He is Chair of the Nominating Committee and a member of the Compensation Committee and the Audit Committee of the Board.

Luther has had a distinguished career of more than 30 years in the construction industry and the legal profession. He is Vice Chairman of the Board of Hoar Construction LLC, a privately held construction firm. Luther retired in July 2012 as Chairman of KBR Building Group, a diversified commercial, hospitality, healthcare, industrial and institutional construction firm, nationally recognized for its design-build expertise, after having previously served as Chairman and Chief Executive Officer from 2004 to 2011.

He has held several other senior executive positions, including Chairman and Chief Executive Officer of Bovis Lend Lease, a global real estate group providing a full range of construction, development, capital structuring and consulting services. Bovis Lend Lease operates in more than 30 countries on six continents, and is one of the world's leading companies in the project management and construction services industry.

Luther was formerly a senior partner with the Griffin, Cochrane and Marshall law firm in Atlanta, Georgia, specializing in real estate and construction law. He is a Phi Beta Kappa graduate of the University of North Carolina at Chapel Hill and holds a Juris Doctorate degree, with honors, from the University of North Carolina School of Law at Chapel Hill.



CARL BROOKS

Director And Member Of The Compensation, Audit And Nominating Committees

Carl Brooks was elected to Ameristar's Board of Directors in October 2006. He is a member of the Compensation Committee, the Audit Committee and the Nominating Committee of the Board. He formerly served as President and Chief Executive Officer of The Executive Leadership Council and The Executive Leadership Foundation in Washington, D.C., the nation's premier leadership organization of African-American senior executives in Fortune 500 companies. During a distinguished career of 25 years in the utility industry, Carl served as Vice President, Human & Technical Resources of GPU Energy in Reading, Pennsylvania, one of the nation's largest publicly traded electric utilities, and as Chief Financial Officer of GENCO, a wholly owned subsidiary of GPU Energy.

Carl is a cum laude graduate of Hampton Institute and holds a Master in Business Administration degree from Southern Illinois University, with honors. He is a graduate of the Tuck Executive Program (President Program) at Dartmouth College and the recipient of an Honorary Doctorate of Humane Letters from the Richmond Virginia Seminary. Carl served on the Chrysler LLC Financial Services Diversity Council. He was Vice Chair of both the board of directors of Howard University's School of Business and Hampton Institute's board of advisers. He previously served on the GPU Energy/GENCO board of directors. In addition, he was Chairman of the GPU Diversity Action Council, winning the Edison Electric Institute Award for Diversity. Carl is a member of the American Society of Association Executives, the National Black MBA Association and the National Urban League's Best Diversity Practices Study Advisory Council. He also served as the Honorary Chair of the 35th Anniversary of the School of Business at Howard University and was a 2004 recipient of the EEOC's Spirit of Partnership Award.



J. WILLIAM RICHARDSON

Director, Chair Of The Audit Committee And Member Of The Compensation And Nominating Committees

Bill Richardson was elected as a Director in July 2003. He serves as Chair of the Audit Committee and a member of the Compensation Committee and the Nominating Committee of the Board.

Bill has had a notable career of more than 30 years in the hotel industry. He was Chief Financial Officer of Interstate Hotels & Resorts, Inc. (IHR) from February 2004 until his retirement in May 2006. IHR is the nation's largest independent hotel management company, managing more than 300 hotels for third-party owners, including REITs, institutional real estate owners and privately held companies. He also held several executive positions with Interstate Hotels Corporation (a predecessor of IHR), including Chief Executive Officer and most recently Vice Chairman/Chief Financial Officer.

In 1981, Bill became Vice President and Corporate Controller of Interstate Hotels Corporation and then Partner and Vice President of Finance with the start-up hotelier Stormont Company in 1984, before re-joining Interstate Hotels in 1988. Bill holds a Bachelor of Arts degree in Business/Finance from the University of Kentucky.



LESLIE NATHANSON JURIS, PH.D.

Director, Chair Of The Compensation Committee And Member Of The Nominating Committee

Leslie Nathanson Juris was elected as a Director in May 2003. She is Chair of the Compensation Committee and a member of the Nominating Committee of the Board. As President of Nathanson/Juris Consulting, she advises executives of publicly and privately held companies in a broad range of industries on issues of strategy, structure, succession, culture and practices to improve organizational performance.

From 1994 to 1999, Leslie was Managing Partner of Roberts, Nathanson & Wolfson Consulting, Inc. (now known as RNW Consulting), a management consulting firm. She has more than 30 years of experience in the areas of strategy implementation and the management of complex organizational change. She was also a lecturer at the Kellogg School of Management at Northwestern University in Chicago for more than 20 years.

Leslie holds a Bachelor's degree from Tufts University, as well as a Master's degree with emphasis in management and education and a Doctorate degree specializing in organizational behavior, both from Northwestern University.