10-K/A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
10-K/A
(Amendment No. 1)
(Mark One)
    
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2019
OR
    
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No.
  001-10410
CAESARS ENTERTAINMENT CORPORATION
Delaware
 
62-1411755
(State of incorporation)
 
(I.R.S. Employer Identification No.)
(Exact name of registrant as specified in its charter)
One Caesars Palace Drive
Las Vegas , Nevada 89109
Address of principal executive offices
Registrant’s telephone number, including area code:
( 702 )
  407-6000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which
registered
Common stock, $0.01 par value
 
CZR
 
NASDAQ Global Select Market
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.      Yes  
    No 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     Yes 
     No  
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  
    No 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes  
    No 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
 12b-2
of the Exchange Act.
Large accelerated filer
 
 
Accelerated filer
 
Non-accelerated
 filer
 
 
Smaller reporting company
 
 
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    
Indicate by check mark whether the registrant is a shell company (as defined in Rule
 12b-2
of the Act).    Yes 
    No 
The aggregate market value of common stock held by
non-affiliates
of the registrant as of June 30, 2019, was $ 6.8  billion.
As of April 15, 2020, the registrant had 683,987,258 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
 

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EXPLANATORY NOTE
Amendment No. 1 to Form
10-K/A
This Amendment No. 1 to Form
 10-K/A
 (the “Amendment”) amends the Annual Report on Form
 10-K
 of Caesars Entertainment Corporation (the “Company,” “Caesars,” “we,” “us,” “our”) for the year ended December 31, 2019, which was originally filed with the Securities and Exchange Commission (the “SEC”) on February 25, 2020 (the “Original Report” and, as amended by this Amendment, the “2019 Annual Report”), and is being filed to provide certain information required by Items 10, 11, 12, 13, and 14 of Part III and to update certain of the information included in the list of exhibits included in Item 15 of Part IV and the Exhibit Index of this report.
The information required by Items 10 through 14 of Part III was previously omitted from the Original Report in reliance on General Instruction G(3) to Form
 10-K,
which permits the information in the above-referenced items to be incorporated in the Form
 10-K
by reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year end. We are filing this Amendment to include Part III information in our Form
 10-K
 because a definitive proxy statement containing this information will not be filed by us within 120 days after the end of the fiscal year covered by the Form
 10-K.
 The reference on the cover of the Original Report to the incorporation by reference to portions of a definitive proxy statement or amendment to our Form
 10-K
into Part III of the Original Report is hereby deleted.
In accordance with Rule
 12b-15
 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Part III, Items 10 through 14 of the Original Report are hereby amended and restated in their entirety.
Pursuant to Rule
12b-15
under the Exchange Act, this Amendment also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto, and includes certain agreements that are related to named executive officers or that were filed after the Original Report. Because no financial statements are included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation
S-K,
paragraphs 3, 4, and 5 of the certifications have been omitted.
Except as specifically set forth herein, this Amendment does not amend or otherwise update any other information in the Original Report. Accordingly, this Amendment should be read in conjunction with the Original Report and with our filings with the SEC subsequent to the Original Report.
Merger Agreement with Eldorado Resorts, Inc.
On June 24, 2019, Eldorado Resorts, Inc., a Nevada corporation (“ERI”), and Caesars entered into an Agreement and Plan of Merger (as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of August 15, 2019, and as it may be further amended from time to time, the “Merger Agreement”), pursuant to which ERI will acquire Caesars. The Merger Agreement provides for a business combination in which a wholly owned subsidiary of ERI will merge with and into Caesars (the “Merger”), with Caesars continuing as the surviving corporation and as a direct wholly owned subsidiary of ERI.

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CAESARS ENTERTAINMENT CORPORATION
FORM
10-K/A
             
 
 
    Page    
 
 
   
 
     
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    8
 
     
    51
 
     
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    70
 
 
 
 
 
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PART III
ITEM 10.
Directors, Executive Officers, and Corporate Governance
 
 
 
 
BOARD OF DIRECTORS
As of the date of this Amendment, our Board of Directors (the “Board”) consists of eleven members: James Hunt, as Chairman, Thomas Benninger, Juliana Chugg, Denise Clark, Keith Cozza, John Dionne, Jan Jones Blackhurst, Don Kornstein, Courtney Mather, James Nelson and Anthony Rodio.
Described below is information concerning the business experience and qualifications of each current director, including their ages as of the date of this Amendment.
             
NAME
 
AGE
 
 
COMMITTEES
Anthony Rodio
   
61
   
None
Thomas Benninger
   
62
   
Audit, Strategy & Finance, Transaction
Juliana Chugg
   
52
   
Compensation & Management Development, Governance & Corporate Responsibility
Denise Clark
   
62
   
Audit, Compensation & Management Development (Chair)
Keith Cozza
   
41
   
Governance & Corporate Responsibility, Strategy & Finance, Transaction
John Dionne
   
56
   
Audit (Chair)
James Hunt
   
64
   
Chairman of the Board
Jan Jones Blackhurst
   
71
   
None
Don Kornstein
   
68
   
Governance & Corporate Responsibility, Strategy & Finance (Chair), Transaction (Chair)
Courtney Mather
   
43
   
Compensation & Management Development, Strategy & Finance, Transaction
James Nelson
   
70
   
Audit
 
 
 
 
Mr. Rodio
serves as our Chief Executive Officer and became a member of our Board in May 2019. Mr. Rodio served as Chief Executive Officer of Affinity Gaming from October 2018 to May 2019 and has over 39 years of experience in the casino industry. Before leading the Affinity team, Mr. Rodio served as Chief Executive Officer, President and a member of the Board of Directors of Tropicana Entertainment Inc. for over seven years, where he was responsible for the operation of eight casino properties in seven different jurisdictions. Mr. Rodio started his gaming career in 1980 as an accounting clerk and transitioned into the management ranks, holding a succession of executive positions in Atlantic City for casino brands, including Trump Marina Hotel Casino from May 1997 to September 1998, Harrah’s Entertainment (predecessor to Caesars) from October 1998 to June 2005, the Atlantic City Hilton Casino Resort from June 2005 to August 2008, and Penn Gaming from October 2008 to June 2011. He has also served on the Boards of Directors of professional and charitable organizations, including Atlantic City Alliance, United Way of Atlantic County, the Casino Associations of New Jersey and Indiana, AtlantiCare Charitable Foundation and the Lloyd D. Levenson Institute of Gaming Hospitality & Tourism. Mr. Rodio brings to the Board deep knowledge of and experience in the gaming industry, operational expertise, and a demonstrated ability to effectively design and implement company strategy.
Mr. Benninger
became a member of our Board in October 2017. Mr. Benninger founded and has been a Managing General Partner of Global Leveraged Capital, LLC, a private investment advisory firm, since 2006. Mr. Benninger has served on the Boards of Directors of Revel AC, Inc., Squaw Valley Ski Corporation, and Affinity Gaming, LLC, and was the Chairman of the Board of Managers of Tropicana Entertainment, LLC. He currently serves as the Chairman of the Boards of Directors of Video King Acquisition Corp. and Truckee Gaming, LLC. He was a Certified Public Accountant in California. Mr. Benninger currently serves as a member of Caesars’ Audit Committee, the Transaction Committee and the Strategy and Finance Committee. He is deemed a “financial expert” for purposes of serving on the audit committees of publicly-held companies. Mr. Benninger brings to the Board his experience in the gaming industry, extensive management experience, financial expertise, and experience serving on several boards of directors.
Ms. Chugg
became a member of our Board in December 2018. Ms. Chugg served as the Chief Brand Officer of Mattel Inc., a world-wide leader in the design, manufacture and marketing of toys and family products, from 2015 until 2018.
She served as a Senior Vice President and divisional President of General Mills, Inc., a company engaged in the global production and distribution of food
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products, and Divisional President from 2004 until 2014, and previously held a progression of leadership roles with General Mills, Inc. and Pillsbury since 1996. Since 2009, Ms. Chugg has served on the Board of Directors of VF Corporation, a worldwide apparel and footwear company, where she is a member of the executive, nominating and governance, and talent and compensation committees. Since 2019, she has served on the Board of Directors of Kontoor Brands, Inc., a global lifestyle apparel company, where she is the Chair of the nominating and governance committee and a member of the compensation committee. Ms. Chugg is a member of our Governance and Corporate Responsibility Committee and Compensation and Management Development Committee. Ms. Chugg brings to the Board her extensive experience in operations and branding from her roles leading major functions and divisions of large publicly traded multi-brand consumer products companies.
Ms. Clark
became a member of our Board in October 2018. Ms. Clark served as Senior Vice President and Chief Information Officer for The Estée Lauder Companies Inc., a manufacturer and marketer of beauty products, from November 2012 until her retirement in March 2017. Prior to that role, Ms. Clark served as Senior Vice President and Chief Information Officer for Hasbro Inc., a multinational conglomerate with toy, board game and media assets, from October 2007 to November 2012. Ms. Clark also served at Mattel, Inc., a multinational toy manufacturing and entertainment company, where she was Chief Technology Officer between January 2000 and February 2007. Ms. Clark’s previous experience includes two other consumer goods companies, Warner Music Group, formerly a division of Time Warner Inc., and Apple Inc., and 13 years in the United States Navy where she retired with the rank of Lieutenant Commander. Ms. Clark has over 20 years of experience in the delivery of enterprise resource planning, digital platforms, and innovative business transformations. Ms. Clark serves on the Board of Directors of United Natural Foods, Inc., where she is a member of the audit committee and is the Chair of the nominating and governance committee. Ms. Clark currently serves as the Chair of our Compensation and Management Development Committee and a member of our Audit Committee. Ms. Clark brings to the Board her over 20 years of experience in information technology, executive experience and other leadership roles, which enable her to provide insights into enterprise resource planning, digital platforms, and innovative business strategies.
Mr. Cozza
became a member of our Board in March 2019. He is the President and Chief Executive Officer of Icahn Enterprises L.P. (“Icahn Enterprises”), a diversified holding company engaged in a variety of businesses, including investment, automotive, energy, food packaging, metals, real estate and home fashion, and has held that position since February 2014. In addition, Mr. Cozza has served as Chief Operating Officer of Icahn Capital LP, the subsidiary of Icahn Enterprises through which Carl C. Icahn manages investment funds, and as an Executive Vice President of Icahn Enterprises. Mr. Cozza is also the Chief Financial Officer of Icahn Associates Holding LLC, and has held that position since 2006. Mr. Cozza currently serves as Chairman of the Board of Directors of Xerox Corporation and a director of Icahn Enterprises. He has previously served on the boards of Tropicana Entertainment, Inc., Herbalife Nutrition Ltd., Tenneco Inc., Federal-Mogul Holdings LLC, formerly known as Federal-Mogul Holdings Corporation, American Railcar Leasing LLC, CVR Refining L.P. and MGM Holdings, Inc. Mr. Cozza is a member of our Governance and Corporate Responsibility Committee, Transaction Committee and our Strategy and Finance Committee. Mr. Cozza brings to the Board expertise gained from his extensive corporate, finance, accounting and investment experience and significant experience in leadership roles as a director on various public company boards of directors.
Mr. Dionne
became a member of our Board in October 2017. Mr. Dionne has been a Senior Advisor of the Blackstone Group L.P., an investment firm, since July 2013 and a Senior Lecturer in the Finance Unit of the Harvard Business School since January 2014. Until he retired from his position as a Senior Managing Director at Blackstone in June 2013, Mr. Dionne was Global Head of Blackstone’s Private Equity Business Development and Investor Relations Groups and served as a member of Blackstone’s Private Equity Global Investment and Valuation Committees. Mr. Dionne originally joined Blackstone in 2004 as the Founder and Chief Investment Officer of the Blackstone Distressed Securities Fund. Before joining Blackstone, Mr. Dionne was for several years a Partner and Portfolio Manager for Bennett Restructuring Funds, specializing in financially troubled companies, during which time he also served on several official and ad hoc creditor committees. He is a Chartered Financial Analyst and Certified Public Accountant (inactive). Mr. Dionne currently serves as a member of the Boards of Directors of Cengage Learning Holdings II, Inc., Clear Channel Outdoor Holdings, Inc. and Pelmorex Media, Inc. He previously served as a member of the Boards of Directors of Momentive Performance Materials, Inc. and several other companies and
not-for-profit
organizations. Mr. Dionne currently serves as the Chairman of Caesars’ Audit Committee. He is deemed a “financial expert” for purposes of serving on the audit committees of publicly-held companies. Mr. Dionne brings to the Board his significant financial experience.
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Mr. Hunt
became a member of our Board in October 2017 and serves as our Chairman of the Board. He served The Walt Disney Company, a diversified multinational mass media and entertainment conglomerate, in executive financial roles in the Parks and Resorts segment between 1992 and 2012. Mr. Hunt served as Chief Financial Officer and Executive Vice President of Walt Disney Parks and Resorts Worldwide from 2003 to 2012. Prior to joining Disney, he was a Partner of Ernst & Young, a multinational professional services firm. He currently serves on the Boards of Directors of Brown & Brown, Inc., where he serves as the Chairman of the Audit Committee and as a member of the Acquisition Committee, The St. Joe Company, where he serves as the Chairman of the Audit Committee and is a member of the Compensation Committee, Penn Mutual Life Insurance Co., and the Nemours Foundation. Mr. Hunt is a Certified Public Accountant with an active license in the state of Florida. Mr. Hunt was elected as Chairman of the Board because of his executive leadership experience in the leisure and entertainment industry, his extensive directorship experience, and his accounting and financial expertise.
Ms. Jones Blackhurst
became a member of our Board in October 2019. Ms. Jones Blackhurst previously served as our Executive Vice President, Public Policy and Corporate Responsibility from May 2017 through September 2019. Ms. Jones Blackhurst also served as our Executive Vice President of Communications and Government Relations from November 2011 until May 2017 and as our Senior Vice President of Communications and Government Relations from November 1999 to November 2011. Ms. Jones Blackhurst has over 20 years of experience in the gaming industry and has played a key role in innovating responsible gaming programs that are now used throughout the industry. Ms. Jones Blackhurst serves as the Chairwoman of the Public Education Foundation and as Chief Executive-In-Residence of the UNLV International Gaming Institute. Prior to joining Caesars, Ms. Jones Blackhurst served two terms as Mayor of Las Vegas, from 1991 until 1999. Ms. Blackhurst brings to the Board significant gaming industry and government relations experience.
Mr. Kornstein
became a member of our Board in October 2017. Mr. Kornstein founded and has served as the managing member of the strategic, management and financial consulting firm Alpine Advisors LLC, an advisory firm engaged in the business of mergers and acquisitions and capital raising for entrepreneurs and companies. Mr. Kornstein served on the Board of Directors of Caesars Acquisition Company from January 2014 until the merger with the Company. He previously served as a
non-executive
Director on the Board of Gala Coral Group, Ltd., a diversified gaming company based in the United Kingdom, from June 2010 until its merger with Ladbrokes PLC in November 2016. He has served as Chairman of the Board of Directors of Affinity Gaming, Inc., a casino gaming company, from March 2010 until January 2014, and Chief Restructuring Officer and Chairman of the Board of Directors of Bally Total Fitness Corporation. Mr. Kornstein has also served as a member of the Boards of Directors of Circuit City Stores, Inc., Cash Systems, Inc., Shuffle Master, Inc. and Varsity Brands, Inc. Mr. Kornstein served as Chief Executive Officer, President and Director of Jackpot Enterprises, Inc., which was a NYSE-listed gaming company until its sale, and was an investment banker and Senior Managing Director of Bear, Stearns & Co. Inc. He currently serves as the Chair of our Transaction Committee, Chair of our Strategy and Finance Committee and as a member of our Governance and Corporate Responsibility Committee. Mr. Kornstein brings to the Board his experience in the gaming and entertainment industry, experience as a chairman, president and chief executive officer, financial expertise, and experience serving on several boards of directors.
Mr. Mather, CAIA, CFA, FRM
became a member of our Board in March 2019. Mr. Mather served as Portfolio Manager of Icahn Capital LP, the entity through which Carl C. Icahn manages investment funds, from December 2016 to February 2020, and was previously Managing Director of Icahn Capital LP from April 2014 to November 2016. Mr. Mather is responsible for identifying, analyzing, and monitoring investment opportunities and portfolio companies for Icahn Capital LP. Prior to joining Icahn Capital LP, Mr. Mather was at Goldman Sachs & Co. from 1998 to 2012, most recently as Managing Director responsible for Private Distressed Trading and Investing, where he focused on identifying and analyzing investment opportunities for both Goldman Sachs and clients. Mr. Mather has served as a director of: Cheniere Energy Inc., an international energy company engaged in the production and marketing of liquefied natural gas, since May 2018; Newell Brands Inc., a manufacturer and distributor of a broad range of consumer products, since March 2018; Conduent Incorporated, a provider of business process outsourcing services, since December 2016, and as Chairman as of July 2019; and TER Holdings I, Inc., formerly known as Trump Entertainment Resorts, Inc., a company engaged in real estate holdings, since February 2016. Mr. Mather was previously a director of: Herc Holdings Inc. from June 2016 to August 2019; Ferrous Resources Limited from June 2015 to July 2019; Freeport-McMoRan Inc. from October 2015 to March 2019; Federal-Mogul Holdings Corporation from May 2015 to January 2017; Viskase Companies, Inc. from June 2015 to March 2016; American Railcar Industries, Inc. from July 2014 to March 2016;
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CVR Refining, L.P. from May 2014 to March 2016; and CVR Energy, Inc. from May 2014 to March 2016. TER Holdings I, Inc., Ferrous Resources Limited, Federal-Mogul Holdings Corporation, American Railcar Industries, Inc., CVR Refining, L.P., CVR Energy, Inc., and Viskase Companies, Inc. are each indirectly controlled by Carl C. Icahn. Mr. Icahn also has a
non-controlling
interest in each of Caesars Entertainment, Cheniere Energy, Newell Brands, Conduent Incorporated, Herc Holdings Inc., and Freeport-McMoRan Inc. through the ownership of securities. He holds the Chartered Alternative Investment Analyst (CAIA), Chartered Financial Analyst (CFA), and Certified Financial Risk Manager (FRM) professional designations. He is currently a member of our Compensation Committee, our Strategy and Finance Committee, and Transaction Committee. Mr. Mather brings to the Board his significant business and financial experience and experience providing strategic advice and guidance to companies through his service as a director on various public company boards of directors.
Mr. Nelson
became a member of our Board in March 2019. He is the Chief Executive Officer of Global Net Lease, Inc., a publicly-traded real estate investment trust. Mr. Nelson previously served as Chairman and Chief Executive Officer of Eaglescliff Corporation, a specialty investment banking, consulting and wealth management company, from 1986 until 2009 and as Chief Executive Officer and
Co-Chairman
of Orbitex Management, an investment company in the mutual fund sector, from 1995 until 1999. Mr. Nelson currently serves on the boards of Global Net Lease and Herbalife Nutrition Ltd. He has served as a director on the Herbalife Nutrition Ltd. Board of Directors since 2014 and, as of July 2019, was elected as Lead Director. He has previously served on the boards of New York REIT, Inc., Viskase Companies, Inc., American Entertainment Properties Corporation, Tropicana Entertainment, Inc., Icahn Enterprises, L.P., Orbitex Financial Services Group, Pacific Energy Resources Ltd., Cequel Communications, Take Two Interactive Software, Inc., Voltari Corporation, and Shuffle Master, Inc. He currently serves as a member of our Audit Committee. Mr. Nelson brings to the Board his significant experience and leadership roles serving as chief executive officer, director and chairman of the audit committee of various companies.
Director Nomination Agreement
On March 1, 2019, the Company entered into a definitive Director Appointment and Nomination Agreement (as amended on March 28, 2019, the “Director Nomination Agreement”) with Carl C. Icahn, Keith Cozza, Courtney Mather, High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Enterprises G.P. Inc., Icahn Enterprises Holdings L.P., IPH GP LLC, Icahn Capital LP, Icahn Onshore LP, Icahn Offshore LP and Beckton Corp. (collectively, the “Icahn Group”). Each of James Nelson (“Mr. Nelson”), Courtney Mather and Keith Cozza (Messrs. Mather and Cozza, collectively, the “Icahn Designees” and each an “Icahn Designee”) were appointed to the Board pursuant to the Director Nomination Agreement, and the Icahn Designees were elected to the Board at our 2019 annual meeting of stockholders. A summary of the terms of the Director Nomination Agreement is set forth in Item 13, “Certain Relationships and Related Transactions, and Director Independence-Certain Relationships and Related Party Transactions-Related Party Transactions Involving the Icahn Group.”
Anthony Rodio Employment Agreement
Our Chief Executive Officer, Anthony Rodio, has been a member of our Board since May 6, 2019, pursuant to his employment agreement and his position as our Chief Executive Officer. See Item 11, “Executive Compensation-Summary Compensation Table-Discussion of the Summary Compensation Table-Chief Executive Officer” for more information.
Mark Frissora Employment Agreement
Prior to his resignation from the Company, our former Chief Executive Officer and President, Mark Frissora, had been a member of the Board from July 2015 until April 30, 2019, pursuant to his employment agreement and his position as our Chief Executive Officer. See Item 11, “Executive Compensation-Summary Compensation Table-Discussion of the Summary Compensation Table-Chief Executive Officer” for more information.
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EXECUTIVE OFFICERS
Executive officers are elected annually, serve at the discretion of our Board and hold office until their successors are duly elected and qualified or until their earlier resignation or removal. There are no family relationships among any of our directors or executive officers. Each of our executive officers, other than Mr. Rodio, and their ages as of the date of this Amendment are:
             
NAME
 
AGE
 
 
POSITION
Richard D. Broome
   
61  
   
Executive Vice President, Communications and Government Relations
Michelle Bushore
   
52  
   
Executive Vice President, General Counsel, Chief Legal & Risk Officer, and Corporate Secretary
Monica Digilio
   
57  
   
Executive Vice President and Chief Human Resources Officer
Eric Hession
   
45  
   
Executive Vice President and Chief Financial Officer
Christopher Holdren
   
50  
   
Executive Vice President and Chief Marketing Officer
Thomas Jenkin
   
65  
   
Global President of Destination Markets
Christian Stuart
   
41  
   
Executive Vice President, Gaming and Interactive Entertainment
 
 
 
 
 
Mr. Broome
became our Executive Vice President, Communications and Government Relations in September 2017. Prior to his current role, he served as Executive Vice President of Public Affairs and Communications from January 2016 to August 2017. Prior to joining Caesars, Mr. Broome served as the Executive Vice President, Corporate Affairs and Communications of Hertz Holdings and Hertz, a global car rental company, from March 2013 through July 2015. Previously, Mr. Broome served as Senior Vice President, Corporate Affairs and Communications of Hertz Holdings and Hertz from March 2008 to March 2013, and as Vice President, Corporate Affairs and Communications from August 2000 to March 2008.
Ms. Bushore
became our Executive Vice President, General Counsel, Chief Legal & Risk Officer in June 2019. Prior to her current role, she was our Senior Vice President, Chief Governance & Transactional Officer, Corporate Secretary and Deputy General Counsel beginning in October 2018. Prior to joining Caesars, she held various roles at Monsanto Company, a global provider of agricultural products for farmers, from November 2013 to September 2018, most recently serving as Deputy General Counsel and Corporate Secretary and Chief Legal Officer of The Climate Corporation. Earlier, she was in private practice as Counsel at the Silicon Valley office of Latham & Watkins LLP.
Ms. Digilio
became our Executive Vice President and Chief Human Resources Officer in September 2018. Prior to joining Caesars, she spent six years as the Executive Vice President, Chief Human Resources Officer for Montage International, an operator of luxury hotels and resorts. Ms. Digilio also spent 12 years as the Executive Vice President of Global Human Resources for Kerzner International, developer and operator of the Atlantis and One&Only destination and luxury resorts brands. Ms. Digilio also spent 10 years in leadership positions with ITT Sheraton Corporation. Ms. Digilio is an Advisory Board Member for Cornell University’s Leland C. and Mary M. Pillsbury Institute for Hospitality Entrepreneurship.
Mr. Hession
became our Executive Vice President and Chief Financial Officer in January 2015. Prior to his current role, he was our Senior Vice President and Treasurer beginning in November 2011. Mr. Hession joined Caesars in December of 2002 and held many roles in both operations and corporate finance over his tenure with Caesars. Prior to his employment with Caesars, Mr. Hession spent five years with Merck and Company, a global pharmaceutical company, working in Pennsylvania and North Carolina and at its New Jersey corporate headquarters.
Mr. Holdren
became our Executive Vice President and Chief Marketing Officer in November 2017. Prior to joining Caesars, Mr. Holdren served as Chief Marketing Officer of Handy, a high-growth technology startup. Prior to Handy, Mr. Holdren served as Senior Vice President of Digital, Loyalty & Partnerships at Starwood Hotels & Resorts Worldwide Inc., a global hotel and resort company. Overall, Mr. Holdren spent more than 15 years at Starwood, where he oversaw the award-winning Starwood Preferred Guest program. He previously held marketing roles at The Walt Disney Company and Saban Entertainment.
Mr. Jenkin
became our Global President of Destination Markets in May 2013. Prior to his current role, he served as our President of Operations from November 2011 through May 2013. He served as Western Division President from January 2004 through November 2011. He served as our Senior Vice President Southern Nevada from November 2002 to December 2003 and Senior Vice President and General
Manager-Rio
from July 2001 to November 2002. Mr. Jenkin began his career with Caesars in 1975.
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Mr. Stuart
became our Executive Vice President, Gaming and Interactive Entertainment in March 2017. Prior to his current role, he served as Senior Vice President and the Chief of Staff to the former Chief Executive Officer from June 2015 through March 2017. He served in various marketing, operations and finance roles since 2005, including as Regional Chief Marketing Officer overseeing Caesars’ resorts in Las Vegas, General Manager of the Cromwell, Flamingo and LINQ Resorts, Regional Vice President of Finance, Gulf Coast Region, and various finance and operations leadership positions at Caesars’ U.K. headquarters in London.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors, executive officers and greater than 10% stockholders to file initial reports of ownership and reports of changes in ownership of any of our securities with the SEC and us. To our knowledge, based solely on a review of copies of such reports received with respect to the 2019 fiscal year and the written representations received from certain reporting persons that no other reports were required, we believe that during the past fiscal year, all Section 16(a) filing requirements applicable to our directors, executive officers and greater than 10% stockholders were met, except that a timely report was not filed to report the acquisition of performance stock unit awards on January 31, 2019 following certification of the attainment of the underlying goals with respect to the following officers and former officers: Richard Broome, Keith Causey, Timothy Donovan, Eric Hession, Mark Frissora, Christopher Holdren, Thomas Jenkin, Jan Jones Blackhurst, Les Ottolenghi, Marco Roca, and Christian Stuart.
CODE OF BUSINESS CONDUCT AND ETHICS
We have a Code of Business Conduct and Ethics, which is applicable to all of our directors, officers and employees (the “Code of Ethics”). The Code of Ethics is available on the Governance page of our website located at http://investor.caesars.com. To the extent required pursuant to applicable SEC regulations, we intend to post amendments to or waivers from our Code of Ethics (to the extent applicable to our chief executive officer, principal financial officer or principal accounting officer) at this location on our website or to report the same on a Current Report on Form
8-K.
Our Code of Ethics is available free of charge upon request to our Corporate Secretary, Caesars Entertainment Corporation, One Caesars Palace Drive, Las Vegas, Nevada 89109.
AUDIT COMMITTEE
Our Board has a standing Audit Committee. The Board has adopted a written charter for the Audit Committee which is available on the Governance page of our website located at http://investor.caesars.com.
Our Audit Committee consists of Messrs. Benninger, Dionne (as Chair), and Nelson, and Ms. Clark. All members of the Audit Committee are independent, as independence is defined in Rule
10A-3
of the Exchange Act and under the NASDAQ listing standards. Our Board has determined that Messrs. Dionne and Benninger each qualify as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation
S-K.
ITEM 11.
Executive Compensation
 
 
 
 
 
COMPENSATION RISK ASSESSMENT
We have a fully independent compensation committee of our Board of Directors, the Compensation & Management Development Committee, which is also referred to in this proxy statement as the “Compensation Committee.”
On an annual basis, our management reviews our compensation policies and practices to determine whether there are any risks arising from our compensation policies and practices for employees, including
non-executive
officers, that are reasonably likely to have a material adverse effect on the Company and presents its findings to the Compensation Committee. Based on this assessment and review for 2019, the Compensation Committee has determined that our compensation policies and practices do not present risks that are reasonably likely to have a material adverse effect on the Company. In evaluating our compensation policies and practices, we considered the following elements of our compensation programs from the perspective of enterprise risk management and the terms of the Company’s compensation policies generally.
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The Company’s executive compensation practices are intended to compensate executives primarily on performance, with a large portion of potential compensation at risk. The Compensation Committee sets senior executive compensation with three driving principles in mind: (1) delivering financial results to stockholders, (2) rewarding and motivating top executives in a manner that is aligned with stockholders’ interests while enhancing our ability to retain top executive talent and (3) incentivizing high performance and promoting accountability so that our customers receive a great experience when visiting our properties. In addition, the Compensation Committee has the authority to claw back any bonuses or other awards paid pursuant to our incentive plans generally, including the Caesars Entertainment Corporation 2012 Performance Incentive Plan (the “2012 PIP”) and the Caesars Entertainment Corporation 2017 Performance Incentive Plan (the “2017 PIP”), each as further described below, in the event of a termination for cause or material noncompliance resulting in financial restatement by a plan participant. The Company is also subject to many restrictions due to gaming, compliance and other regulations that mitigate the risk that employees will take actions that would put our business at risk and that the compensation programs incentivize them to do so. As a result, the Compensation Committee does not believe that the Company’s compensation policies and practices provide incentives to take inappropriate business risks.
COMPENSATION DISCUSSION AND ANALYSIS
Our executive compensation philosophy provides the foundation upon which all of our compensation programs are built. Our executive compensation philosophy, and our compensation policies, plans and programs, are under the supervision of the Compensation Committee. For a description of the composition, authority and responsibilities of the Compensation Committee, see “-Compensation Process-Compensation Committee” below.
Executive Summary
Our 2019 Named Executive Officers
The following employees represented our named executive officers for 2019.
     
Anthony Rodio
(1)
 
Chief Executive Officer
Mark Frissora
(2)
 
Former President and Chief Executive Officer
Eric Hession
 
Executive Vice President and Chief Financial Officer
Thomas Jenkin
 
Global President of Destination Markets
Christopher Holdren
 
Executive Vice President and Chief Marketing Officer
Monica Digilio
 
Executive Vice President and Chief Human Resources Officer
Timothy Donovan
(3)
 
Former Executive Vice President, General Counsel, and Chief Legal, Risk and Security Officer
Les Ottolenghi
(4)
 
Former Executive Vice President and Chief Information Officer
 
 
 
 
(1)
Mr. Rodio joined the Company effective on May 6, 2019, as discussed in greater detail in “-Discussion of the Summary Compensation Table.”
 
 
 
(2)
The Company and Mr. Frissora entered into a separation agreement, dated November 1, 2018 and amended on December 21, 2018, as discussed in greater detail in “-Discussion of the Summary Compensation Table,” pursuant to which Mr. Frissora’s employment terminated as of April 30, 2019.
 
 
 
(3)
Mr. Donovan’s employment terminated as of June 6, 2019, as discussed in greater detail in “-Discussion of the Summary Compensation Table.” In connection with his resignation, Mr. Donovan provided a general release of claims against the Company and we entered into a consulting agreement with him.
 
 
 
(4)
The Company and Mr. Ottolenghi entered into a separation agreement, dated November 15, 2019, as discussed in greater detail in “-Discussion of the Summary Compensation Table,” pursuant to which Mr. Ottolenghi’s employment terminated effective November 15, 2019.
 
 
 
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2019
Say-on-Pay
Vote and Significant 2019 Events
At our 2019 annual meeting, approximately 76% of votes cast were voted in favor of our pay programs. In response to investor outreach during 2018 through 2019, we made the following changes to our executive compensation program:
Introduced free cash flow as a financial performance metric of our 2019 Bonus Plan to supplement Adjusted EBITDA and customer satisfaction score in rewarding named executive officers for a combination of not only profitability and customer experience, but also cash flow management.
 
Included Adjusted EBITDA as a performance metric in the 2018 performance stock units and Adjusted EBITDAR in the 2019 performance stock units as well as introduced performance stock units based on relative stockholder return (“rTSR”) in 2019, with payouts to be determined based on our three-year total shareholder return in relation to that of the S&P 500 index, to further align named executive officers’ long-term compensation with shareholder interests.
 
Made 50% of our named executive officers’ equity grants performance based, substantially increasing the proportion of total compensation that is at risk.
 
Our new Chief Executive Officer is compensated at a significantly lower rate than his predecessor.
 
The following summarizes key actions that we took in 2019, which are described in more detail below.
                     
 
 
 
We added rTSR as a metric to our long-term incentive (“LTI”) program, to further enhance alignment with stockholder interests
 
 
 
 
We introduced a new deferred compensation plan, the Executive Supplemental Savings Plan III, as a means for named executive officers to defer receipt and taxation of a portion of current compensation
        
 
 
 
We granted cash retention bonuses to key executives to minimize disruption and encourage the continued availability of top talent through the completion of pending merger activity
 
 
 
 
 
Key Executive Compensation Decisions for 2019
The following summarizes the key executive compensation decisions that were made or became effective in 2019:
In August 2018, the Compensation Committee approved increases in base salaries for Messrs. Hession, Jenkin, Holdren, and Ottolenghi, effective January 1, 2019, which ranged from 2.5% to 10.8%.
 
In December 2018, the Compensation Committee determined that free cash flow should supplement Adjusted EBITDA and customer satisfaction score for the 2019 Bonus Plan, to reward the named executive officers for a combination of profitability, customer experience and cash flow management.
 
In January 2019, the Compensation Committee approved vesting of the first-year tranche of 2018 Performance Share Units (“PSUs”) at 95% of target, given that the 2018 Adjusted EBITDA result was at 99.5% of the target goal.
 
In January 2019, the Compensation Committee approved the vesting of 150,000
non-qualified
performance-based stock options that had been granted to Mr. Frissora in February 2015, for which performance criteria as outlined in the award agreement had been achieved.
 
In March 2019, the Compensation Committee approved an annual LTI grant to our named executive officers that placed 50% weighting on PSUs tied to Adjusted EBITDAR performance goals and rTSR and 50% weighting on time-vesting Restricted Stock Units (“RSUs”).
 
In January 2020, annual cash bonuses were determined at 95% of target based on 2019 results for the performance criteria, including Adjusted EBITDA, free cash flow, overall customer service and enterprise Net Promoter Score with an additional 5% adjustment to reflect employees’ efforts with respect to and to continue to incentivize employees to close the Merger with ERI.
 
The mix of the key elements of compensation awarded to our named executive officers in 2019 is as follows (excluding compensation of the type that would fall under “All Other Compensation” in our Summary Compensation Table):
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EARNED
BASE
SALARY
($)
 
 
ANNUAL CASH
BONUS AWARD
(AT TARGET)
($)
 
PERFORMANCE-
BASED STOCK
UNIT AWARD
(ADJUSTED
EBITDAR)
(2019-2021)
(AT TARGET)
($)
 
 
PERFORMANCE-
BASED STOCK
UNIT AWARD
(rTSR)
(2019-2021)
(AT TARGET)
($)
 
 
FAIR VALUE OF
TIME-VESTED
RESTRICTED
STOCK UNITS
GRANTED
($)
 
Mr. Rodio
   
946,154
   
1,972,602    
   
     
     
 
Mr. Frissora
   
715,385
   
1,430,769 
(1)
   
1,750,004
     
1,750,000
     
3,500,000
 
Mr. Hession
   
812,596
   
812,596    
   
407,506
     
407,507
     
815,003
 
Mr. Jenkin
   
1,291,317
   
968,488    
   
484,607
     
484,613
     
969,205
 
Mr. Holdren
   
691,365
   
518,524    
   
302,699
     
302,703
     
605,397
 
Ms. Digilio
   
590,000
   
442,500    
   
225,005
     
225,003
     
450,002
 
Mr. Donovan
   
392,308
   
294,231 
(2)
   
325,005
     
325,008
     
650,001
 
Mr. Ottolenghi
   
561,179
   
420,885 
(2)
   
271,308
     
271,305
     
542,616
 
 
 
 
(1)
Per Mr. Frissora’s separation agreement entered into in connection with his resignation, Mr. Frissora’s 2019 annual cash bonus award was prorated based on his actual base earnings in 2019 while Mr. Frissora was employed by the Company.
 
 
(2)
Target award values for Messrs. Donovan and Ottolenghi have also been prorated based on their actual base salary earnings in 2019 for the time that each executive was employed by the Company.
 
 
Our Compensation Philosophy
The Compensation Committee sets senior executive compensation with three driving principles in mind: (1) delivering financial results to stockholders, (2) rewarding and motivating top executives in a manner that is aligned with stockholders’ interests while enhancing our ability to retain top executive talent and (3) incentivizing high performance and promoting accountability so that our customers receive a great experience when visiting our properties. The Compensation Committee monitors market trends and as we move further from our restructuring and being a controlled company, we anticipate that we will continue to modify elements of our compensation program to reflect the best practices of our industry and peers.
In accordance with these principles, we have implemented the following designs and policies that support our commitment to paying for performance and maintaining good governance practices:
  aligning our incentive compensation strategy with business objectives, including enhancing stockholder value and customer satisfaction;
 
 
  supporting a culture of strong performance and accountability by rewarding employees for results;
 
 
  attracting, retaining and motivating talented and experienced executives; and
 
 
  fostering a shared commitment among our senior executives by aligning company and individual goals.
 
 
Based on the guiding principles of our compensation philosophy, our executive compensation programs provide competitive levels of compensation that come in many forms, including: salaries, annual cash incentive bonuses and LTI and equity-ownership opportunities in the form of both performance and time-vested awards. We also offer other benefits typically offered to executives of large public companies, including defined contribution retirement plans (including
non-qualified
deferred compensation plans), limited perquisites, health and welfare benefits and, in many cases, employment agreements.
We work to refine our executive compensation programs and practices in response to the feedback of our stockholders and to be consistent with market trends and demands. We believe that we have made significant progress in this regard after our restructuring and plan to continue to do so going forward.
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Implementing the Philosophy
     
WHAT WE DO
 
    
Pay for Performance:
We align our pay to performance, with
at-risk
incentive-based compensation representing approximately 75% of the target compensation awarded to our named executive officers as a group for 2019.
 
    
Challenging Threshold Performance Goals and Limits on Payouts:
We establish challenging, threshold-performance goals for payment of incentive compensation and we limit annual cash incentive award payments and maximum performance unit award settlements to 200% of the target award.
 
    
Competitive Pay for Market:
We target our compensation to be competitive to the market and our peer group at the target level of performance.
 
    
Advisory Say-on-Pay Vote:
We have implemented a policy pursuant to which we will request a
say-on-pay
vote annually in order to obtain more timely feedback on our compensation philosophy and implementation decisions.
 
    
Robust Stock Ownership Guidelines:
We have established robust stock ownership guidelines for the CEO and named executive officers as well as for our directors.
 
    
Insider Trading and Anti-Hedging Policies:
We maintain policies that prohibit our directors, officers and other employees from engaging in “insider trading” in our stock, short selling or purchasing our stock on margin, or entering into transactions that are designed to hedge the risks and rewards of owning our stock.
 
    
Annual Pay Evaluations:
The Compensation Committee evaluates pay and executive compensation programs annually or more frequently based on circumstances and annually assesses the potential for excessive risk taking.
 
    
Clawback Policy:
We have an executive compensation clawback policy that allows us to recover performance-based cash and equity incentive compensation paid to executives in various circumstances.
 
WHAT WE DON’T DO
 
Ñ
    
No Guaranteed Bonuses:
We do not provide guaranteed bonuses for our officers.
 
Ñ
    
No Automatic Salary Increases or Incentive Grants:
We do not provide automatic or minimum salary increases for our officers or employees, generally, and we do not provide any automatic, guaranteed equity grants.
 
Ñ
    
No Excise Tax Gross-ups:
We do not provide excise tax
gross-ups
for any officer (other than related to relocation benefits).
 
Ñ
    
No Single-Trigger Change in Control Severance:
Neither our compensation programs nor our employment agreements generally provide for single-trigger change in control severance or accelerated vesting provisions.
 
Ñ
    
No Excess Executive Perquisites:
We do not provide extensive executive perquisites.
 
 
Compensation Process
Compensation Committee
The Compensation Committee has the sole authority to set the material compensation of our senior executives, including base pay, incentive pay and equity awards. The Compensation Committee receives information and input from our senior executives and outside consultants (as described below) to help establish these material compensation determinations, but the Compensation Committee is the final arbiter of these decisions.
The Compensation Committee designs, approves, and evaluates the administration of our compensation plans, policies and programs. The Compensation Committee’s role is to design compensation programs that encourage high performance, promote accountability and align employee interests with the interests of our stockholders. The Compensation Committee is also charged with reviewing and approving the compensation of the Chief Executive Officer and our other senior executives, including the named executive officers. The Compensation Committee operates under our Compensation & Management Development Committee charter. It is reviewed at least once per year, and any recommended changes are presented to our Board for approval. The charter for our Compensation Committee specifically outlines its duties and responsibilities in shaping and maintaining our compensation philosophy.
Our Compensation Committee currently consists of Ms. Clark, as Chair, Ms. Chugg, and Mr. Mather. Former director Chris Williams was a member of the Compensation Committee through the date of his resignation on March 1, 2019; former director David Sambur was a member of the Compensation Committee through the date of his resignation on April 4, 2019; and former
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director Richard Schifter was a member of the Compensation Committee through the date of his resignation on September 5, 2019. The qualifications of the Compensation Committee members stem from their roles as corporate leaders, private investors and board members of several large corporations. Their knowledge, intelligence and experience in company operations, financial analytics, business operations and understanding of human capital management enable the members to carry out the objectives of the Compensation Committee.
In fulfilling its responsibilities, the Compensation Committee may delegate any or all of its responsibilities to a subcommittee of the Compensation Committee or to specified Caesars executives, except that it may not delegate its responsibilities for any matters where it has determined such compensation is intended to comply with the exemptions under Section 16(b) of the Exchange Act.
2019 Compensation Committee Activities
In 2019, the Compensation Committee performed various tasks as described in its charter and in accordance with its assigned duties and responsibilities, including:
Chief Executive Officer Compensation:
Reviewed and approved corporate goals and objectives relating to the compensation of our new Chief Executive Officer, evaluated the performance of the Chief Executive Officer in light of these goals and objectives and relative to peer group, and evaluated and awarded the annual bonus of the Chief Executive Officer based on such evaluation.
Other Senior Executive Officer Compensation:
Set base compensation and annual bonus compensation and awarded equity compensation for all senior executives, which included an analysis relative to our competition peer group.
Director Compensation:
Reviewed base compensation and awarded equity compensation for
non-employee
directors, which included a review of our practices against peers both within and outside the gaming and hospitality industry.
Executive Compensation Plans:
Reviewed the status of our various executive compensation plans, programs and incentives, including our deferred compensation plans, our equity plans and amendments to plans and, where appropriate, approved new plans and arrangements.
Equity Compensation Plans:
Approved awards of equity (including making grants of performance-based restricted stock units).
Compensation Committee Consultant Relationships
The Compensation Committee has the authority to engage services of independent legal counsel, consultants and subject matter experts to analyze, review, recommend and approve actions with regard to compensation of members of our Board, executive officer compensation, and general compensation and plan provisions. We provide for appropriate funding for any such services commissioned by the Compensation Committee. These consultants are used by the Compensation Committee for purposes of executive compensation review, analysis and recommendations. The Compensation Committee has engaged and expects to continue to engage external consultants for the purpose of determining Chief Executive Officer and other senior executive compensation. See “-Role of Outside Consultants in Establishing Compensation” below.
Role of Company Executives in Establishing Compensation
When determining the pay levels for the Chief Executive Officer and our other senior executives, the Compensation Committee solicits advice and counsel from internal and external Company resources. Internal resources have included the Chief Executive Officer, the Executive Vice President & Chief Human Resources Officer, and the Senior Vice President of Compensation & HR Analytics. The Executive Vice President & Chief Human Resources Officer is responsible for developing and implementing our business plans and strategies for all company-wide human resource functions, as well as
day-to-day
human resources operations. The Senior Vice President of Compensation & HR Analytics is responsible for the design, execution and daily administration of our compensation operations. Both of these human resources executives attend the Compensation Committee meetings, at the request of the Compensation Committee, and act as informational resources serving in an advisory capacity.
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In 2019, the Compensation Committee communicated directly with our Chief Executive Officer, our human resources executives and with compensation consultants in order to obtain external market data, industry data, internal pay information, individual and Company performance results, and updates on regulatory issues. The Compensation Committee also delegated specific tasks to our human resources executives to facilitate the decision-making process and to assist in finalizing meeting agendas, documentation and compensation data for Compensation Committee review and approval.
Our Chief Executive Officer annually reviews the performance of our senior executives and, based on these reviews, makes compensation recommendations to the Compensation Committee for all senior executives other than himself. The Compensation Committee, however, makes the final decisions regarding material compensation to senior executives, including base pay, incentive pay and equity awards.
Role of Outside Consultants in Establishing Compensation
Our Compensation Committee regularly engages outside consultants to provide advice related to our compensation policies. We have standing consulting relationships with several global consulting firms specializing in executive compensation, human capital management and board of directors pay practices. During 2019, the services performed by consultants that resulted in information provided to the Compensation Committee are set forth below:
Willis Towers Watson served as the Compensation Committee’s advisor in 2019 and provided advice and market-practice information on a variety of topics, including executive
pay-level
benchmarking, incentive design considerations,
non-employee
director compensation, govern and transaction-related pay considerations.
 
 
Mercer Investment Consulting was retained by the Executive Deferred Compensation Plan Investment Committee to advise this committee on investment management performance, monitoring, investment policy development and investment manager searches relating to our executive deferred compensation plans.
 
 
The consultants provided the information described above to our human resources executives to help formulate information that was then provided to the Compensation Committee. The fees paid to Willis Towers Watson in 2019 for these services were $142,528. For the Company’s executive deferred compensation plans, the fees paid to Mercer Investment Consulting in 2019 were $163,116.
The Compensation Committee has determined that the work of Willis Towers Watson and Mercer Investment Consulting did not raise any conflicts of interest in fiscal year 2019. In making this assessment, the Compensation Committee considered that neither Willis Towers Watson nor Mercer Investment Consulting provided any other services to the Company unrelated to executive and
non-employee
director compensation, except for certain work performed by Willis Towers Watson related to employee benefits that we do not believe raises any potential conflicts under the factors enumerated in Rule
10C-1(b)
under the Exchange Act.
Our Compensation Programs
Overview
As described below, various Company policies are in place to shape our executive pay plans, including:
Salaries are linked to competitive factors and internal equity, and can be (but are not required to be) increased as a result of successful job performance.
 
 
Our annual bonus programs are competitively based and provide incentive compensation based on our financial performance and customer service scores.
 
 
Long-term incentives are tied to our financial performance and enhancing stockholder value.
 
 
Compensation Program Design Emphasizes Variable and
At-Risk
Compensation
Our executive compensation program is structured to reward our executives for their contributions in achieving our mission of providing outstanding customer service and attaining strong financial results and to align the interests of our executives with those of our stockholders, as discussed in more detail below. Our executive compensation program is designed with our executive
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compensation objectives in mind and is composed of fixed and variable pay plans, cash and
non-cash
plans, and short- and long-term payment structures in order to recognize and reward executives for their contributions today and in the future. In particular, the impact of individual performance on compensation is reflected in base pay merit increases, setting the Annual Management Bonus Plan (the “Bonus Plan”) payout percentages as compared to base pay, and the value of equity awards granted. The impact of our financial performance and customer satisfaction is reflected in the calculation of the annual bonus payment and the intrinsic value of equity awards. Supporting a performance-based culture and providing compensation that is directly linked to outstanding individual and overall financial results is at the core of our compensation philosophy and human capital management strategy.
The table below reflects our short-term and long-term executive compensation programs during 2019:
     
SHORT-TERM
 
LONG-TERM
Fixed and Variable Pay
 
Fixed and Variable Pay
Base salary
 
Long-term cash incentive awards
Senior Executive Incentive Plan
(employing the goals under the Bonus Plan)
 
RSUs
PSUs
 
 
Market Review and Competitiveness
We periodically assess and evaluate the internal and external competitiveness of all components of our executive compensation program. Internally, we look at critical and key positions that are directly linked to our profitability and viability. We review our compensation structure to determine whether the appropriate hierarchy of jobs is in place. Internal equity is based on both quantitative and qualitative job evaluation methods, including span of control, required skills and abilities, and long-term career growth opportunities, as well as relevant comparative financial and
non-financial
job metrics. Externally, benchmarks are used to provide guidance and to improve our ability to attract, retain and recruit talented senior executives. Due to the highly competitive nature of the gaming and hospitality industry, as well as the competitiveness across industries for talented senior executives, it is important that our compensation programs provide us the ability to internally develop executive talent, as well as to recruit highly qualified senior executives.
The overall design of the executive compensation program and the elements thereof are evolving following our restructuring, the required incentives relating thereto, years of being a controlled company and, to some extent, still reflect incentives granted during that time. Each year, the plans are reviewed for effectiveness, competitiveness and legislative compliance. The current plans have been implemented with the approval of the Compensation Committee and in support of the principles of the compensation philosophy and objectives of our pay practices and policies.
Our human resources department conducts an annual review of compensation practices of competitors in the gaming and hospitality industry. The review covers a range of senior roles, including those of our named executive officers and members of our Board, and competitive practices relating to cash compensation. The findings of the peer group analysis are presented by the human resources department to the Compensation Committee, which takes the findings into account when reviewing the form and type of compensation for our executives (subject to certain situations where adjustments are necessary to reflect alignment with market levels). As a result of this review, the Compensation Committee believes that the current compensation program adequately compensates and provides incentives to our executives. The companies comprising our 2019 peer group were:
         
Boyd Gaming Corporation
 
Darden Restaurants, Inc.
 
Norwegian Cruise Lines Holdings, Inc.
 
Hilton Worldwide Holdings, Inc.
 
Las Vegas Sands Corporation
 
Live Nation Entertainment, Inc.
 
MGM Resorts International
 
Marriott International, Inc.
 
Royal Caribbean Cruises Ltd.
 
Viacom, Inc.
 
Wyndham Worldwide Corporation
 
Wynn Resorts, Limited
 
 
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Elements of Executive Compensation and Benefits for 2019
The Compensation Committee designed our 2019 compensation program so that a significant portion of our named executive officers’ compensation was
at-risk
and linked directly to corporate financial performance. For example, each named executive officer’s annual performance-based cash bonus was primarily based on the achievement of Adjusted EBITDAR and free cash flow targets. In 2019, each named executive officer (excluding Mr. Rodio) was also issued PSUs that are subject to vesting based on attaining certain annual Adjusted EBITDAR targets and relative total stockholder return.
Each compensation element is considered both individually and as a component within the total compensation package. In reviewing each element of our senior executives’ compensation, the Compensation Committee reviews peer data, internal and external benchmarks, our performance over the calendar year (as compared to our internal plan, as well as compared to members of our peer group), and each executive’s individual performance. Prior compensation and wealth accumulation are considered when making decisions regarding current and future compensation, but are not used to cap any particular compensation element.
Base Salary
Salaries are reviewed each year, and increases, if any, are based primarily on an executive’s accomplishment of various performance objectives and salaries of executives holding similar positions within our peer group or within our Company. Adjustments in base salary may be attributed to one of the following:
Merit:
Increases in base salary as a reward for meeting or exceeding objectives during a review period. The size of the increase is directly tied to predefined and weighted objectives (qualitative and quantitative) set forth at the onset of the review period. The greater the achievement in comparison to the goals, generally, the greater the increase.
 
 
Market:
Increases in base salary as a result of a competitive market analysis or in coordination with a long-term plan to pay a position at a more competitive level.
 
 
Promotional:
Increases in base salary as a result of increased responsibilities associated with a change in position.
 
 
Additional Responsibilities:
Increases in base salary as a result of additional duties, responsibilities or organizational change. A promotion may be, but is not necessarily, involved.
 
 
Retention:
Increases in base salary as a result of a senior executive being at risk of departure or being recruited by or offered a position by another employer.
 
 
All of the above reasons for base salary adjustments for executive officers must be approved by the Compensation Committee and are not guaranteed as a matter of practice or in policy. The following chart details changes to base salaries for our named executive officers that were made in 2019. At its August 2018 meeting, the Compensation Committee reviewed broad market and peer-group data for Messrs. Hession, Jenkin, Holdren and Ottolenghi and approved adjustments to their base salaries to take effect on January 1, 2019 at the same time company management received its annual merit increases for 2019.
                         
NAME
 
2018
ANNUAL
SALARY
($)
 
 
2019
ANNUAL
SALARY
($)
 
 
%
CHANGE
 
Anthony Rodio
   
     
1,500,000
     
%
Mark Frissora
   
2,000,000
     
2,000,000
     
%
Eric Hession
(1)
   
735,438
     
815,000
     
10.8
%
Thomas Jenkin
(2)
   
1,260,750
     
1,292,269
     
2.5
%
Christopher Holdren
(3)
   
675,000
     
691,875
     
2.5
%
Monica Digilio
(4)
   
590,000
     
590,000
     
%
Timothy Donovan
   
850,000
     
850,000
     
%
Les Ottolenghi
   
563,750
     
620,125
     
10
%
 
 
 
(1)
Mr. Hession’s base salary was increased to $839,450 effective as of January 1, 2020.
 
 
(2)
Mr. Jenkin’s base salary was increased to $1,318,114 effective as of January 1, 2020.
 
 
(3)
Mr. Holdren’s base salary was increased to $712,631 effective as of January 1, 2020.
 
 
(4)
Ms. Digilio’s base salary was increased to $607,700 effective as of January 1, 2020.
 
 
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Cash Incentive Payments
Senior Executive Incentive Plan
Our annual cash incentive plan for all of our senior executives, including the named executive officers, is the Senior Executive Incentive Plan. Eligibility to participate in the Senior Executive Incentive Plan is limited to our senior executives who are, or at some future date may be, subject to Section 16 of the Exchange Act or are designated by the Compensation Committee as eligible for participation. The Compensation Committee set the performance criteria, target percentages and participants under the Senior Executive Incentive Plan in January 2019. The Compensation Committee set the bonus target for each participant in the Senior Executive Incentive Plan at 0.5% of the Company’s EBITDA for 2019. Subject to the foregoing and to the maximum award limitations, no awards will be paid for any period unless we achieve positive EBITDA. Awards under the Senior Executive Incentive Plan are discretionary, including the discretion to reduce or eliminate payments under the Senior Executive Incentive Plan.
The named executive officers and certain other executive officers participated in the Senior Executive Incentive Plan during 2019. As noted above, the Compensation Committee has authority to reduce or eliminate bonuses earned under the Senior Executive Incentive Plan and also has authority to approve bonuses outside of the Senior Executive Incentive Plan to reward executives for special personal achievement.
It has been the Compensation Committee’s practice to use its discretion under the Senior Executive Incentive Plan to reduce the 0.5% of EBITDA bonus target for the performance goals and bonus formulas under the Bonus Plan discussed below.
Annual Management Bonus Plan
The Annual Management Bonus Plan, or the Bonus Plan, provides the opportunity for our senior executives and other participants to earn an annual bonus payment based on meeting corporate financial and
non-financial
goals. The goals may change annually to support our short- or long-term business objectives. These goals are set at the beginning of each fiscal year by the Compensation Committee. In accordance with the terms of the Bonus Plan, the Compensation Committee is authorized to revise the financial goals on a semiannual basis if external economic conditions indicate that the original goals did not correctly anticipate movements of the broader economy. In order for participants in the Bonus Plan to receive a bonus, the Company must achieve at least 85% of the financial goals approved by the Compensation Committee, although the Compensation Committee has the discretion to award bonuses, even if this threshold is not met.
The Bonus Plan performance criteria, target percentages and plan awards for bonus payments for the fiscal year ended December 31, 2019 (paid in 2020) were set in January 2019. During 2019, the Compensation Committee continued its past practice of periodically reviewing performance criteria against applicable targets. For the 2019 plan year, the Bonus Plan’s goal for our named executive officers and other members of senior management consisted of a combination of Adjusted EBITDA, free cash flow, and customer satisfaction improvement. Although officers who participated in the Senior Executive Incentive Plan during 2019 did not participate in the Bonus Plan, goals were set for all officers under this plan. The measurement used to gauge the attainment of these goals is called the “corporate score.”
For 2019, financial goals under our Bonus Plan were based on Adjusted EBITDA and free cash flow, which represents up to 80% of the corporate score. EBITDA is a common measure of Company performance in the gaming and hospitality industry and as a basis for valuation of gaming and hospitality companies and, in the case of Adjusted EBITDA, as a measure of compliance with certain debt covenants. Adjusted EBITDA is a financial metric that we use to consistently measure operational and financial performance. It aligns with the Company’s business plan and allows for a uniform measure to assess core earnings trends year-over-year. This metric is also used as a proxy for performance in comparison to most of our identified peer group and gives management insight into direct performance results of business operations. Free cash flow is an important measure of cash generation, especially in our business and industry. While it is related to EBITDA, free cash flow is also impacted by changes in working capital and capital expense.
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“Adjusted EBITDA” under the Bonus Plan means, in addition to the description above, “Adjusted EBITDA” as defined by the Company to be consistent with agreements governing certain senior secured credit facilities, which are publicly available on our web site and the SEC’s web site, and is further adjusted by exceptions approved by the Compensation Committee to account for unforeseen events that directly impact Adjusted EBITDA results. “EBITDA” under our Senior Executive Incentive Plan means the Company’s consolidated net income before deductions for interest expense, income tax expense, depreciation expense and amortization expense for the performance period, each computed in accordance with accounting principles generally accepted in the United States (“GAAP”). The Compensation Committee may make adjustments to the calculation of the Company’s EBITDA when the performance goal is established.
Adjustments to EBITDA represent certain
add-backs
and deductions permitted under certain indentures. Such
add-backs
and deductions include
pre-opening
costs incurred in connection with property openings and expansion projects at existing properties and costs associated with acquisition and development activities, stock-based compensation expense related to shares, stock options, and restricted stock units granted to the Company’s employees, litigation awards and settlements, severance and relocation expenses,
sign-on
and retention bonuses, permit remediation costs, and business optimization expenses.
Free cash flow is an additional financial metric that we use to evaluate business performance. It complements our Adjusted EBITDA goal by tracking management’s efforts around capital expenditure and
non-operating
items. For purposes of the compensation calculation, free cash flow was defined as Adjusted EBITDA less same-store capital expenditures less
non-operating
cash items.
The
non-financial
goal is based on our customer satisfaction score, which is measured by third-party surveys. We believe we distinguish ourselves from competitors through the experience that we provide to our customers, and supporting our property team members who have daily interactions with our external customers is critical to maintaining and improving guest service. Each of our casino properties works against an annual baseline defined by a composite of their performance in these key operating areas from previous years. Customer satisfaction comprised 20% of the corporate score for 2019. 10% was attributed to the Overall Service score, and 10% was attributed to the Net Promoter Score question. Net Promoter Score focuses on customers’ likelihood to recommend the property they visited and allows the customer to provide feedback that Caesars can use to improve guest service.
After the corporate score has been determined, a bonus matrix approved by the Compensation Committee provides for bonus amounts of participating executive officers and other participants that will result in the payment of a specified percentage of the participant’s salary if the target objective is achieved. For 2019, the target payout percentage for Mr. Frissora was 200%, the target payout percentage for Mr. Rodio was 100% (“Part A”) with the potential for an additional 100% (“Part B”) if the initial threshold for the bonus target, which was attainment of the minimum of 85% of the Adjusted EBITDA goal, is exceeded; the target payout percentage for Mr. Hession was 100% and the target payout percentage for Messrs. Jenkin, Holdren, Donovan, and Ottolenghi and Ms. Digilio was 75%. This percentage of salary is adjusted upward or downward based upon the level of corporate score achievement.
In October 2018, the Compensation Committee adopted specific, measurable objectives for Mr. Rodio’s bonus (Part B noted above), including realization of new cost savings, additional cost savings against the existing capital spending plan, reduction of regrettable executive employee turnover, and ongoing readiness for the closing of the Merger with ERI. Following the completion of 2019, the Compensation Committee evaluated Mr. Rodio’s performance against these measures when determining his 2019 annual bonus and determined that 100% was attained with respect to these measures under Part B.
After the end of the fiscal year, our Chief Executive Officer assesses our performance against the financial and customer satisfaction targets set by the Compensation Committee and develops and recommends a corporate score of 0 to 200 to the Compensation Committee. If the minimum of 85% of Adjusted EBITDA is not met, the corporate score is 0. If the threshold of 85% of Adjusted EBITDA is met but not exceeded, the corporate score is 14. To achieve the maximum score of 200 points, Adjusted EBITDA must meet or exceed 115% of the goal, free cash flow must meet or exceed 110% of the goal, Overall Service score must meet or exceed a 1% shift in 2019, and the Net Promoter Score must meet or exceed a 1.5% shift in 2019. A score of 200 results in payment of two times target bonus, while a score of 100 results in payment of target bonus opportunity. If results fall between the threshold and target or target and maximum for any of the metrics, the points will be extrapolated on a curve.
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Below is a summary of the results that were approved by the Compensation Committee. The Compensation Committee approved a score of 95 points based on results with an award of an additional 5 points to reflect employees’ efforts with respect to and to continue to incentivize employees to close the Merger with ERI (for a total of 100 points).
                             
 
Threshold
 
 
Target
 
 
Maximum
 
 
Actual
Adjusted EBITDA (70% Weighting)
   
$2,070M
     
$2,435M
     
$2,800M
   
$2,416.5M
(Below Target = 67 points)
Free Cash Flow (10% Weighting)
   
$1,614M
     
$1,774M
     
$1,951M
   
$1,739M
(Below Target = 8 points)
Customer Satisfaction - Overall Service (10% Weighting)
   
—%
     
1%
     
N/A
   
2.94%
(Above Target = 10 points)
Customer Satisfaction - Net Promoter Score (10% Weighting)
   
0.5%
     
1.5%
     
N/A
   
4.49%
(Above Target = 10 points)
 
Plan Payout
   
25%
     
100%
     
200%
   
95 points + 5 points adjustment
The Compensation Committee has the authority under the Bonus Plan to adjust any goal or bonus points with respect to executive officers, including making no payment under the Bonus Plan. Decisions regarding the Bonus Plan are subjective and based generally on a review of circumstances affecting results to determine if any events were unusual or unforeseen. As noted above, the Compensation Committee considered its approved measures for Mr. Rodio’s Part B bonus in making its final determination of his 2019 bonus award. For the other named executive officers, the Compensation Committee and Mr. Rodio jointly evaluated each named executive officer’s performance against such executive’s objectives, including areas of strength and areas of opportunity. Based on these evaluations, the Compensation Committee approved final bonuses for each of the named executive officers.
See the chart below for actual payouts for the named executive officers.
                         
NAME
 
TARGET
(% OF SALARY)
 
 
TARGET AWARD
($ VALUE)
(1)
 
 
ACTUAL
AWARD
($ VALUE)
 
Anthony Rodio
   
200
%    
1,972,602
     
1,972,602
 
Mark Frissora
   
200
%    
1,430,769
     
1,359,231
 
Eric Hession
   
100
%    
812,596
     
902,596
 
Thomas Jenkin
   
75
%    
968,488
     
968,488
 
Christopher Holdren
   
75
%    
518,524
     
608,524
 
Monica Digilio
   
75
%    
442,500
     
530,500
 
Timothy Donovan
   
75
%    
294,231
     
294,231
 
Les Ottolenghi
   
75
%    
420,885
     
399,840
 
 
(1)
Target award values are based on actual base salary earnings in 2019 that each executive earned while employed by the Company.
Discretionary Bonus Awards
The Compensation Committee has the discretion to award special discretionary bonuses to our named executive officers. In conjunction with the execution of his employment agreement, Mr. Rodio received a
sign-on
bonus of $250,000 in 2019. No other discretionary bonuses were issued in 2019 to the named executive officers.
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Equity Awards
Annual Awards Update
In March 2019, the Compensation Committee approved an annual long-term grant in the form of RSUs and PSUs for the named executive officers and certain other members of management under the 2017 PIP. 50% of the PSUs issued were tied to Adjusted EBITDAR goals over three separate
one-year
performance periods ending December 31 of each of 2019, 2020 and 2021, while the other 50% were tied to a rTSR goal over one three-year performance period ending December 31, 2021. Both support our compensation philosophy of motivating our executives in a manner that is aligned with stockholders’ interests. “Adjusted EBITDAR” is defined as earnings before interest, taxes, depreciation, amortization and rent.
Based on the attainment of the applicable Company Adjusted EBITDAR goals, 100% of such target PSUs for each performance period may vest on each of March 28, 2020, 2021 and 2022. If a given performance period does not reach 100%, the unvested portion of the respective tranche of PSUs will be eligible to vest on March 28, 2022 based on the Company’s overall Adjusted EBITDAR for the three-year performance period ending December 31, 2021. The target Adjusted EBITDAR goal for each fiscal year performance period is set annually. The target Adjusted EBITDAR goal for the three-year performance period is based on Adjusted EBITDAR for 2019-2021 exceeding the cumulative total for the three-year performance period. The target Adjusted EBITDAR goal for the fiscal year ended December 31, 2019 performance period was $2,435M. In February 2020, the Compensation Committee certified that 95% of the target PSUs for the performance period ending December 31, 2019 were earned based on the Company’s Adjusted EBITDAR of $2,416.5M for 2019. Such PSUs vested on March 28, 2020.
The target rTSR goal for the three-year performance period ending December 31, 2021 is the 50th percentile against the respective measurement group in the S&P 500. Based on the attainment of rTSR over such period, the PSUs are eligible to vest on March 28, 2022.
For 2019, awards for our named executive officers were weighted 50% to PSUs and 50% to RSUs, as follows:
                         
 
PERFORMANCE-
BASED STOCK
UNIT AWARD
(ADJUSTED
EBITDAR)
(2019-2021)
(AT TARGET)
($)
 
 
PERFORMANCE-
BASED STOCK
UNIT AWARD
(rTSR)
(2019-2021)
(AT TARGET)
($)
 
 
FAIR VALUE OF
TIME-VESTED
RESTRICTED
STOCK UNITS
GRANTED
($)
 
Mr. Rodio
   
     
     
 
Mr. Frissora
   
1,750,004
     
1,750,000
     
3,500,000
 
Mr. Hession
   
407,506
     
407,507
     
815,003
 
Mr. Jenkin
   
484,607
     
484,613
     
969,205
 
Mr. Holdren
   
302,699
     
302,703
     
605,397
 
Ms. Digilio
   
225,005
     
225,003
     
450,002
 
Mr. Donovan
   
325,005
     
325,008
     
650,001
 
Mr. Ottolenghi
   
271,308
     
271,305
     
542,616
 
Achievement of 2018 PSU Awards
In April 2018, the Compensation Committee granted PSUs to the named executive officers and certain other members of management under the 2017 PIP. 33% of such PSUs vest based on the achievement of certain Company Adjusted EBITDA goals for fiscal years 2018, 2019 and 2020. Based on the attainment of the applicable Company Adjusted EBITDA goals, 100% of such target PSUs for each performance period may vest on each of April 2, 2019, 2020 and 2021. If the Company’s Adjusted EBITDA for any of the performance periods does not reach 100% of target, the unvested PSUs remaining in each tranche are eligible to vest on April 2, 2021 based on the Company’s overall Adjusted EBITDA for the three-year performance period ending December 31, 2020.
The Adjusted EBITDA target for 2018 was $2,248M and the Company attained Adjusted EBITDA of 99.5%. Both of these numbers are exclusive of new property acquisitions which came online in 2018. As a result, in January 2019, the Compensation Committee certified that 95% of the target PSUs for the performance period ending December 31, 2018 would vest on April 2, 2019.
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The following table sets forth the numbers of PSUs that vested for each named executive officer based on the achievement of Company EBITDA goals for fiscal year 2018:
         
 
PERFORMANCE-
BASED
STOCK UNIT AWARD
(2018 - Tranche 1) (#)
 
Mr. Rodio
   
 
Mr. Frissora
   
102,624
 
Mr. Hession
   
20,525
 
Mr. Jenkin
   
27,855
 
Mr. Holdren
   
14,844
 
Ms. Digilio
   
 
Mr. Donovan
   
19,059
 
Mr. Ottolenghi
   
14,661
 
 
 
In January 2019, the Compensation Committee set the Adjusted EBITDA target for 2019 at $2,463M and agreed that it would revisit this target in early 2020, based on the cumulative value of certain unplanned enterprise investments. On this basis, in February 2020, the Compensation Committee approved a revised target of $2,435M and certified that 95% of the target PSUs for the performance period ending December 31, 2019 would vest on April 2, 2020.
Achievement of Performance-Based Stock Options
In January 2019, the Compensation Committee approved the vesting of 150,000
non-qualified
performance-based stock options that had been granted to Mr. Frissora in February 2015. Such performance-based stock options were eligible to vest annually in calendar years 2016, 2017, 2018 and 2019 based on an annual 5% EBITDA target and an annual 7.5% EBITDA target for annual
one-year
performance periods ending December 31 of each of 2015, 2016, 2017 and 2018, in each case, subject to Mr. Frissora’s continued service through the applicable vesting date. If any installments of such performance-based options did not vest based on achievement of the applicable annual EBITDA targets, such installments remained eligible to vest upon the final vesting date in 2019 if the final annual EBITDA for 2018 equaled or exceeded 7.5% (for the performance-based options eligible to vest based on an annual 5% EBITDA target) and 10% (for the performance-based options eligible to vest based on an annual 7.5% EBITDA target) compounded higher than the annual EBITDA for 2014. The Company’s annual EBITDA for 2018 was $2,290M, which was 11.8% higher than the annual EBITDA for 2014 of $1,468M. Accordingly, 50,000 of such performance-based stock options vested based on the Company’s 2018 EBITDA exceeding the final 7.5% annual EBITDA target and 100,000 of such performance-based stock options vested based on the Company’s 2018 EBITDA exceeding the final 10% EBITDA target.
Clawbacks and Forfeitures
Under our Senior Executive Incentive Plan, 2012 PIP, 2017 PIP, and our other incentive plans generally, awards will be cancelled, the participant under the applicable plan will forfeit any cash and/or stock otherwise payable in connection with the award and related proceeds, and the participant may be required to return such amounts already received, in the event of an accounting restatement due to material noncompliance by the Company with any financial reporting requirement under applicable securities laws that reduces the amount payable or due in respect of an award under the plan that would have become payable with proper reporting (as determined by the Compensation Committee). In addition, the Compensation Committee may, in its discretion, cancel awards or require repayment of compensation, gains or amounts received in connection with such award if, following a participant’s termination of employment or services with the Company, the Compensation Committee determines that the Company had grounds to terminate such participant for “Cause.” Finally, if required by applicable law, the rules and regulations of NASDAQ, and/or pursuant to a written policy adopted by the Company, awards under the plans shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements.
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Employment Agreements
We have entered into employment agreements with each of our named executive officers, which are described below in “-Discussion of the Summary Compensation Table.” These agreements were put in place to attract and retain the highest quality executives. At least annually, our human resources department reviews our employment arrangements, including our termination and change in control arrangements against peer companies as part of its review of determining whether our overall compensation package for executives is competitive using several factors, including the individual’s role in the organization, the importance of the individual to the organization, the ability to replace the executive if he or she were to leave the organization and the level of competitiveness in the marketplace to replace an executive while minimizing the effect to our ongoing business. The human resources department presents its assessment to the Compensation Committee, which reviews the information and determines if changes are necessary to the employment, termination and severance packages of our executives.
Policy Concerning Tax Deductibility
Section 162(m) of the Internal Revenue Code imposes a $1 million limit on the amount that a publicly traded corporation may deduct for compensation paid to each of the company’s principal executive officer, its principal financial officer and the company’s three next most highly compensated executives (“covered employees”). The Tax Reform and Jobs Act of 2017 (the “Act”) eliminates the ability of companies to rely on the “performance-based” compensation exception under Section 162(m) and extends the application of Section 162(m) to compensation payable to any person who was a covered employee at any time after 2016 (including compensation payable after termination of employment). As a result, beginning in 2018, we were no longer able to take a deduction for any compensation paid to our named executive officers in excess of $1 million unless the compensation originally qualified for the “performance-based” compensation exception and the compensation qualifies for transition relief applicable to certain arrangements in place on November 2, 2017. It is expected that the application of the transition rule will be of limited future value with respect to the preservation of deductions for compensation payable to covered employees in excess of the Section 162(m) limits.
In general, our philosophy is to seek to preserve the tax deductibility of executive compensation only to the extent practicable and consistent with our overall compensation philosophies. We do not make compensation determinations based on the accounting or tax treatment of any particular type of award.
Stock Ownership Requirements
The Compensation Committee believes it is important for the named executive officers to align their objectives with the Company and have a financial stake in generating value for the Company. Accordingly, the Compensation Committee approved the following Stock Ownership Guidelines for the named executive officers and
non-employee
directors:
         
NAMED EXECUTIVE OFFICER OR DIRECTOR
 
OWNERSHIP
GUIDELINE
 
Chief Executive Officer
   
6X Base Salary
 
Other Named Executive Officers
   
5X Base Salary
 
Non-employee
Directors
   
5X Annual Fee Retainer
 
 
The named executive officers and
non-employee
directors have five years to achieve minimum stock ownership level. The Compensation Committee monitors achievement towards the guidelines annually and evaluates, where necessary, consequences for not meeting the guidelines. As of December 31, 2019, Messrs. Hession, Jenkin, Benninger and Kornstein and Ms. Jones Blackhurst each met their share ownership requirements under our ownership guidelines. As they have been with the Company for less than five years, Messrs. Rodio, Holdren, Cozza, Dionne, Hunt, Mather and Nelson and Mses. Digilio, Chugg and Clark are each continuing to grow their equity positions in the Company.
Chief Executive Officer’s Compensation
The objectives of our Chief Executive Officer compensation are typically approved annually by the Compensation Committee.
The Compensation Committee’s assessment of the Chief Executive Officer’s performance is generally based on a subjective or objective review (as applicable) of performance against certain objectives. Specific weights may be assigned to particular objectives at the discretion of the Compensation Committee, and those weightings, or more focused objectives, are communicated to the Chief Executive Officer at the time the goals are set.
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Table of Contents
Anthony Rodio
The Company entered into an employment agreement with Anthony Rodio, on April 15, 2019, pursuant to which Mr. Rodio began serving as the Chief Executive Officer of the Company and Caesars Enterprise Services, LLC, effective as of May 6, 2019 (the date on which he became contractually available to perform services under the employment agreement, the “Effective Date”). In conjunction with the Board’s approval of Mr. Rodio’s employment agreement, Mr. Rodio was appointed to the Board effective as of the Effective Date.
Mr. Rodio’s employment agreement provides for the following: (i) an annual base salary of $1,500,000; (ii) a target annual cash incentive opportunity (the “Bonus”) under the Company’s annual incentive bonus programs applicable to Mr. Rodio’s position equal to 100% of his base salary, prorated from the Effective Date, and, in the sole discretion of the Compensation Committee, up to an additional 100% of his base salary if the initial threshold for the target Bonus is exceeded; (iii) a
 one-time
sign-on
 bonus payment in the amount of $250,000; (iv) eligibility to receive LTI grants at the discretion of the Compensation Committee and (v) a cash payment of $3,000,000 in the event that Mr. Rodio’s employment is terminated by the Company without cause or by Mr. Rodio for good reason within twenty-four months following a “change of control” (as defined in the LTI Program) of the Company (provided that Mr. Rodio executes a separation agreement and release in a form customarily used by the Company for senior executives). The base salary, bonus opportunity and other benefits provided for under Mr. Rodio’s employment agreement were negotiated by the parties thereto.
The employment agreement also provides that Mr. Rodio’s employment is terminable by him or the Company at any time, with or without cause, and for any reason or no particular reason. Mr. Rodio’s compensation objectives for 2020 were approved by the Compensation Committee in October 2019.
Subject to restrictions and requirements specified in the employment agreement (including that Mr. Rodio executes a separation agreement and release in a form customarily used by the Company for senior executives), in the event of a termination of Mr. Rodio’s employment by the Company without “cause” or by Mr. Rodio for “good reason” (each such term as defined in Mr. Rodio’s employment agreement) at any time other than within twenty-four months following a change of control of the Company, Mr. Rodio will be entitled to: (i) any unpaid base salary and other accrued obligations of the Company earned through the date of termination; and (ii) a
 lump-sum
severance payment in an amount equal to not less than one year salary at Mr. Rodio’s annual base salary rate, plus a
 pro-rata
 target Bonus for the then-current bonus year to the extent not already paid to Mr. Rodio.
In addition, Mr. Rodio is subject to restrictions on competition and employee and client solicitation during his employment with the Company and for up to an additional twelve months thereafter. The employment agreement also contains standard confidentiality, invention assignment and
 non-disparagement
covenants.
For additional details on Mr. Rodio’s employment agreement, see “-Discussion of the Summary Compensation Table.”
Mark Frissora
Mr. Frissora’s base salary was determined based on his performance, his responsibilities, and the compensation levels for comparable positions in other companies in the hospitality, gaming, entertainment, restaurant and retail industries. Merit increases in his salary were a subjective determination made by the Compensation Committee, which based its decision upon his prior year’s performance versus his objectives, as well as upon an analysis of competitive salaries. Although base salary increases were subjective, the Compensation Committee reviewed Mr. Frissora’s base salary against peer groups, his roles and responsibilities within the Company, his contribution to our success, and his individual performance against his stated objective criteria.
Mr. Frissora’s salary, bonus and equity awards differed from those of our other named executive officers in order to (a) keep Mr. Frissora’s compensation in line with chief executive officers of other hospitality, gaming, entertainment, restaurant and retail companies, (b) compensate him for the role as the leader and public face of our Company and (c) compensate him for attracting and retaining our senior executive team.
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Separation Arrangements with Messrs. Frissora, Donovan and Ottolenghi
Each of Messrs. Frissora, Donovan and Ottolenghi departed from the Company, effective April 30, 2019, June 6, 2019 and November 15, 2019, respectively. Please refer to “-Discussion of the Summary Compensation Table” and “-Potential Payments upon Termination or Change in Control” for additional details regarding each such executive’s separation payments and benefits.
Personal Benefits and Perquisites
We provided the Company aircraft for Mr. Frissora’s personal use at certain times during 2019. Our other named executive officers may use Company aircraft for personal purposes at their own personal expense. These perquisites are more fully described in the “Summary Compensation Table.” Our use of perquisites as an element of compensation is limited. We do not view perquisites as a significant element of our comprehensive compensation structure, but we do believe that they can be used in conjunction with base salary to attract, motivate and retain individuals in a competitive environment.
Under our group life insurance program, senior executives, including the named executive officers, are eligible for an employer-provided life insurance benefit equal to three times their base salary, with a maximum benefit of $3,500,000. In addition, group long-term disability benefits are available to all benefits-eligible employees. Under our group short-term disability insurance program, senior executives, including the named executive officers, are eligible for an employer-provided Company-paid short-term disability policy with a maximum $5,000 weekly benefit.
Other Benefits
During 2019, all of our named executive officers were eligible to participate in our health and welfare benefit plans, as well as the Caesars Savings and Retirement Plan (the “401(k) Plan”).
Deferred Compensation Plans
As of December 31, 2019, certain named executive officers had balances in two of the six deferred compensation plans that we maintain for our employees. The six deferred compensation plans are (1) the Harrah’s Entertainment, Inc. Executive Supplemental Savings Plan (“ESSP”), (2) the Harrah’s Entertainment, Inc. Executive Supplemental Savings Plan II (“ESSP II”), (3) the Caesars Entertainment Corporation Executive Supplemental Savings Plan III (“ESSP III”), (4) the Park Place Entertainment Corporation Executive Deferred Compensation Plan, (5) the Harrah’s Entertainment, Inc. Deferred Compensation Plan, and (6) the Harrah’s Entertainment, Inc. Executive Deferred Compensation Plan (“EDCP”). In December 2018, we adopted the ESSP III, effective January 1, 2019. These plans allow certain employees an opportunity to save for retirement and other purposes. Mr. Jenkin has a balance in the EDCP, and Mr. Hession has a balance in the ESSP II. Except for the ESSP III, all of these plans have been frozen and no longer provide for voluntary deferrals by active employees. The other named executive officers do not have a balance in any of the deferred compensation plans. For additional information, see “-2019 Nonqualified Deferred Compensation.”
COMPENSATION COMMITTEE REPORT
To the Board of Directors of Caesars Entertainment Corporation:
The role of the Compensation Committee is to assist the Board of Directors in its oversight of the Company’s executive compensation, including approval and evaluation of director and officer compensation plans, programs and policies and administration of the Company’s bonus and other incentive compensation plans.
We have reviewed and discussed with management the Compensation Discussion and Analysis included in this Amendment.
Based on this review and discussion, we recommend to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s amended 2019 Annual Report on Form
10-K
and/or proxy statement for the 2020 annual meeting of stockholders.
Denise Clark, Chair
Juliana Chugg
Courtney Mather
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The above Compensation Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent the Company specifically incorporates this Report by reference therein.
SUMMARY COMPENSATION TABLE
The Summary Compensation Table below sets forth certain compensation information for our current Chief Executive Officer, our former Chief Executive Officer, our Chief Financial Officer, an additional three of our most highly compensated executive officers during 2019, which includes Messrs. Hession and Holdren and Ms. Digilio, as well certain executive officers who served in 2019, but are no longer employed with the Company, which includes Messrs. Frissora, Donovan and Ottolenghi (collectively, our “named executive officers”).
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(A)
NAME AND
PRINCIPAL
POSITION
 
(B)
YEAR
 
 
(C)
SALARY
($)
 
 
(D)
BONUS
 
(1)
($)
 
 
(E)
STOCK
AWARDS
 
(2)
($)
 
 
 
 
(F)
OPTION
AWARDS 
(2)
($)
 
 
 
 
(G)
NON-EQUITY
INCENTIVE PLAN
COMPENSATION
 
(3)
($)
 
 
(H)
CHANGE IN
PENSION
VALUE AND
NONQUALIFIED-
DEFERRED
COMPENSATION
EARNINGS
($)
 
 
(I)
ALL OTHER
COMPENSATION
 
(4)
($)
 
 
(J)
TOTAL
($)
 
                                                                                         
Anthony Rodio
Chief Executive Officer
   
2019
     
946,154
     
250,000
     
     
     
     
     
1,972,602
     
     
32,476
     
3,201,232
 
                                                                                         
Mark Frissora
   
2019
     
715,385
     
2,330,000
     
2,871,680
   
 
(5)
 
   
     
     
1,359,231
     
     
11,669,577
     
18,945,873
 
                                                                                         
Former President
   
2018
     
2,000,000
     
2,330,000
     
4,666,680
   
 
 
   
1,111,786
   
 
(12)
 
   
3,840,000
     
     
332,729
     
14,281,195
 
                                                                                         
and Chief Executive Officer
   
2017
     
2,000,000
     
330,000
     
16,500,006
   
 
 
   
400,000
     
     
4,494,000
     
     
224,187
     
23,948,193
 
                                                                                         
Eric Hession
   
2019
     
812,596
     
634,373
     
1,549,115
   
 
(6)
 
   
     
     
902,596
     
     
35,398
     
3,934,078
 
Executive Vice President, Chief Financial Officer
   
2018
2017
     
735,438
721,541
     
942,706
96,248
     
933,336
3,329,651
   
 
 
   

27,025
     
     
610,000
779,037
     

     
28,132
23,994
     
3,249,612
4,977,496
 
                                                                                         
Thomas Jenkin
   
2019
     
1,291,317
     
1,087,499
     
1,874,258
   
 
(7)
 
   
     
     
968,488
     
536,268
     
33,551
     
5,791,381
 
                                                                                         
Global President of Destination Markets
   
2018
2017
     
1,260,750
1,236,927
     
1,454,166
164,999
     
1,266,667
5,073,754
   
 
 
   

131,260
     
     
927,740
1,091,897
     
427,373
370,020
     
29,842
27,438
     
5,366,538
8,096,295
 
                                                                                         
Christopher Holdren
Executive Vice President and Chief Marketing Officer
   
2019
     
691,365
     
100,000
     
1,146,966
   
 
(8)
 
   
     
     
608,524
     
     
33,369
     
2,580,224
 
                                                                                         
Monica Digilio
Executive Vice President and Chief Human Resources Officer
   
2019
     
590,000
     
67,500
     
750,007
   
 
(9)
 
   
     
     
530,500
     
     
32,045
     
1,970,052
 
                                                                                         
Timothy Donovan
   
2019
     
392,308
     
634,373
     
1,260,491
   
 
(10)
 
   
     
     
294,231
     
     
2,642,447
     
5,223,850
 
Former Executive Vice President, General Counsel and Chief Legal, Risk and Security Officer
   
2018
2017
     
838,041
721,541
     
1,338,669
96,248
     
866,679
2,959,693
   
 
 
   

75,757
     
     
610,000
579,037
     

     
31,946
24,135
     
3,685,335
4,456,411
 
                                                                                         
Les Ottolenghi
   
2019
     
561,179
     
488,125
     
1,655,363
   
 
(11)
 
   
     
     
399,840
     
     
2,088,162
     
5,192,669
 
                                                                                         
Former Executive Vice President & Chief Information Officer
   
2018
     
563,750
     
621,458
     
666,674
     
     
     
     
355,015
     
     
30,115
     
2,237,012
 
 
 
 
(1)
For 2019, reflects the cash portion of the 2017 Annual Grant Award under the 2012 PIP that vested on March 10, 2019 and the 2016 Annual Grant Award, a service-vesting award, under the 2012 PIP that vested on March 23, 2019 for Messrs. Frissora, Hession, Jenkin, Donovan, and Ottolenghi. For 2019, also reflects a
sign-on
bonus awarded to Mr. Rodio as outlined in his employment agreement. The bonuses in this column are separate from the bonuses under column (G) for
Non-Equity
Incentive Plan Compensation.
 
 
(2)
Amounts in these columns reflect the grant date fair value of stock awards and option awards granted during the applicable year and were determined as required by Accounting Standards Codification (“ASC”) Topic 718. Assumptions used in the
 
 
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calculations of these amounts are set forth in Note 16 to the consolidated financial statements included in our 2019 Annual Report. With respect to fiscal 2019, the PSUs granted to our named executive officers represents the aggregate grant date fair value of the 2019 rTSR PSUs, the first tranche of the 2019 Adjusted EBITDAR PSUs and the second tranche of the 2018 Adjusted EBITDA PSUs. The 2018 Adjusted EBITDA PSUs and 2019 Adjusted EBITDAR PSUs are valued using the closing price of our common stock on the April 2, 2019 and March 28, 2019, respectively, with the PSU being valued at target. The grant date fair value of the 2019 rTSR PSUs is based on a Monte Carlo valuation model, which determines potential award-payout results by simulating future stock prices of Caesars and constituent companies of the S&P 500 index. Monte Carlo modeling assumptions included: stock price volatility (based on three-year historical volatility of daily stock prices) of 46.0% for Caesars and an average of 25.0% for the S&P 500 index; stock price correlation coefficient between Caesars and the S&P 500 index (based on three-year historical daily stock price changes) of 25.6%; risk-free interest rate of 2.18%; and starting TSR (for the
30-day
period immediately preceding the beginning of the performance period) of 23.2% for Caesars and 11.1% for the S&P 500 index. The fair value of 2019 rTSR PSUs was determined to be $12.63, or 145.0% of the grant-date stock price of $8.71. The actual vesting of the PSUs will be between zero and 200% of the target number of PSUs.
 
 
(3)
Messrs. Rodio, Frissora, Hession, Jenkin, Donovan, Ottolenghi and Holdren and Ms. Digilio received 2019 bonuses pursuant to the Senior Executive Incentive Plan in the amounts of $1,972,602, $1,359,231, $902,596, $968,488, $294,231, $399,840, $608,524 and $530,500, respectively. Such award values were prorated based on actual base salary earnings in 2019 that each executive earned while employed by the Company.
 
 
(4)
All Other Compensation includes perquisites and personal benefits, which may include executive security, personal aircraft usage, legal fee reimbursements, financial planning and Company lodging, and includes other compensation, which may include items such as severance, health, life and disability insurance, and tax reimbursements based on taxable earnings for Company lodging and on premiums paid for life and disability insurance.
 
 
The table below details the amount of (i) the 401(k) employer match, (ii) the value of life and disability insurance premiums paid by the Company for coverage in excess of the nondiscriminatory group insurance generally available to all salaried employees and (iii) any other perquisites to the extent that the amount of any individual item exceeds the greater of $25,000 or 10% of the executive’s total perquisites:
                                                 
 
2019
 
NAME
 
401(K)
EMPLOYER
MATCH
($)
 
 
RELOCATION
($)
 
 
ALLOCATED
AMOUNT
FOR
AIRCRAFT
USAGE
($)
 
 
HEALTH
BENEFITS
($)
 
 
EXPERIENCE
OUR
BEST
($)
 
 
SEVERANCE
($)
 
                                                 
Anthony Rodio
   
8,400
     
4,475
     
     
16,698
     
2,903
     
 
                                                 
Mark Frissora
   
     
     
200,000 
 
(a)
 
   
15,981
     
5,414
     
11,448,182 
 
(b)
 
                                                 
Eric Hession
   
8,400
     
     
     
23,264
     
3,734
     
 
                                                 
Thomas Jenkin
   
5,700
     
     
     
26,742
     
1,109
     
 
                                                 
Christopher Holdren
   
8,400
     
     
     
18,918
     
6,051
     
 
                                                 
Monica Digilio
   
8,400
     
     
     
18,918
     
4,727
     
 
                                                 
Timothy Donovan
   
     
     
     
17,683
     
6,678
     
2,618,086 
 
(c)
 
                                                 
Les Ottolenghi
   
     
     
     
20,376
     
7,462
     
2,060,324 
 
(d)
 
 
 
 
 
(a)
Mr. Frissora was allocated up to $200,000 for per fiscal year for personal use of Company aircraft, which is calculated based on the incremental cost to us of fuel, trip-related maintenance, crew travel expenses, on-board catering, landing fees, trip-related hangar/parking costs and other miscellaneous variable costs. Since our aircraft is used primarily for business travel, we do not include the fixed costs that do not change based on usage, such as pilots’ salaries, depreciation of the purchase costs of our aircraft and the cost of maintenance not specifically related to trips. The other named executive officers may also access Company aircraft for personal purposes at their own personal expense.
 
 
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(b)
Consists of payments provided to Mr. Frissora in connection with his separation, including (i) $8,000,000 in cash severance payments, (ii) $1,423,310 related to those PSU tranches for which the fair value had not been reported in the Summary Compensation Table (with vesting of PSUs remaining subject to achievement of applicable targets and options generally exercisable for two years after vesting), (iii) $2,000,000 in accelerated vesting of cash awards, and (iv) $24,872 in medical and welfare benefits. The value for the PSU tranches is calculated based on target attainment of the goals and the closing price of our common stock of $9.36 as of the separation date of April 30, 2019.
 
 
 
(c)
Consists of payments provided to Mr. Donovan in connection with his separation, including (i) $1,275,000 in cash severance payments, (ii) $410,284 related to those PSU tranches for which the fair value had not been reported in the Summary Compensation Table (with the value for PSU tranches calculated based on target attainment of the goals and the closing price of our common stock of $9.13 as of the separation date of June 6, 2019), (iii) $900,000 in accelerated vesting of cash awards, and (iv) $32,802 in medical and welfare benefits.
 
 
 
(d)
Consists of payments provided to Mr. Ottolenghi in connection with his separation, including (i) $930,188 in cash severance payments, (ii) $200,012 related to those PSU tranches for which the fair value had not been reported in the Summary Compensation Table (with the value for PSU tranches calculated based on target attainment of the goals and the closing price of our common stock of $12.96 as of the separation date November 15, 2019), (iii) $900,000 in accelerated vesting of cash awards, and (iv) $30,124 in medical and welfare benefits.
 
 
(5)
The value of the 2019 Adjusted EBITDAR PSUs awarded to Mr. Frissora on the date of grant assuming the highest level of performance conditions will be achieved is $3,500,008, which is based on the maximum vesting of 401,838 PSUs multiplied by the closing price of our common stock on March 28, 2019 of $8.71. This maximum is inclusive of all three PSU tranches. The value of 2019 rTSR PSUs awarded to Mr. Frissora on the date of grant assuming the highest level of performance conditions will be achieved is $3,500,000, which is based on the maximum vesting of 277,118 rTSR PSUs multiplied by the Monte Carlo fair value of $12.63 determined on the date of the grant, as described more fully in footnote (2) above.
 
 
(6)
The value of the 2019 Adjusted EBITDAR PSUs awarded to Mr. Hession on the date of grant assuming the highest level of performance conditions will be achieved is $815,012, which is based on the maximum vesting of 93,572 PSUs multiplied by the closing price of our common stock on March 28, 2019 of $8.71. This maximum is inclusive of all three PSU tranches. The value of rTSR PSUs awarded to Mr. Hession on the date of grant assuming the highest level of performance conditions will be achieved is $815,014, which is based on the maximum vesting of 64,530 rTSR PSUs multiplied by the Monte Carlo fair value of $12.63 determined on the date of the grant, as described more fully in footnote (2) above.
 
 
(7)
The value of the 2019 Adjusted EBITDAR PSUs awarded to Mr. Jenkin on the date of grant assuming the highest level of performance conditions will be achieved is $969,214, which is based on the maximum vesting of 111,276 PSUs multiplied by the closing price of our common stock on March 28, 2019 of $8.71. This maximum is inclusive of all three PSU tranches. The value of rTSR PSUs awarded to Mr. Jenkin on the date of grant assuming the highest level of performance conditions will be achieved is $969,226, which is based on the maximum vesting of 76,740 rTSR PSUs multiplied by the Monte Carlo fair value of $12.63 determined on the date of the grant, as described more fully in footnote (2) above.
 
 
(8)
The value of the 2019 Adjusted EBITDAR PSUs awarded to Mr. Holdren on the date of grant assuming the highest level of performance conditions will be achieved is $605,398, which is based on the maximum vesting of 69,506 PSUs multiplied by the closing price of our common stock on March 28, 2019 of $8.71. This maximum is inclusive of all three PSU tranches. The value of rTSR PSUs awarded to Mr. Holdren on the date of grant assuming the highest level of performance conditions will be achieved is $605,406, which is based on the maximum vesting of 47,934 rTSR PSUs multiplied by the Monte Carlo fair value of $12.63 determined on the date of the grant, as described more fully in footnote (2) above.
 
 
(9)
The value of the 2019 Adjusted EBITDAR PSUs awarded to Ms. Digilio on the date of grant assuming the highest level of performance conditions will be achieved is $450,010, which is based on the maximum vesting of 51,666 PSUs multiplied by the closing price of our common stock on March 28, 2019 of $8.71. This maximum is inclusive of all three PSU tranches. The value of rTSR PSUs awarded to Ms. Digilio on the date of grant assuming the highest level of performance conditions will be achieved is $450,006, which is based on the maximum vesting of 35,630 rTSR PSUs multiplied by the Monte Carlo fair value of $12.63 determined on the date of the grant, as described more fully in footnote (2) above.
 
 
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(10)
The value of the 2019 Adjusted EBITDAR PSUs awarded to Mr. Donovan on the date of grant assuming the highest level of performance conditions will be achieved is $650,010, which is based on the maximum vesting of 74,628 PSUs multiplied by the closing price of our common stock on March 28, 2019 of $8.71. This maximum is inclusive of all three PSU tranches. The value of rTSR PSUs awarded to Mr. Donovan on the date of grant assuming the highest level of performance conditions will be achieved is $650,016, which is based on the maximum vesting of 51,466 rTSR PSUs multiplied by the Monte Carlo fair value of $12.63 determined on the date of the grant, as described more fully in footnote (2) above.
 
 
(11)
The value of the 2019 Adjusted EBITDAR PSUs awarded to Mr. Ottolenghi on the date of grant assuming the highest level of performance conditions will be achieved is $542,616, which is based on the maximum vesting of 62,298 PSUs multiplied by the closing price of our common stock on March 28, 2019 of $8.71. This maximum is inclusive of all three PSU tranches. The value of rTSR PSUs awarded to Mr. Ottolenghi on the date of grant assuming the highest level of performance conditions will be achieved is $542,610, which is based on the maximum vesting of 42,962 rTSR PSUs multiplied by the Monte Carlo fair value of $12.63 determined on the date of the grant, as described more fully in footnote (2) above. Amounts includes $345,615 which reflects the incremental cost associated with the modification of Mr. Ottolenghi’s RSU awards in connection with his separation agreement.
 
 
(12)
Amount reflects the incremental cost associated with the modification of Mr. Frissora’s stock options in connection with his separation agreement.
 
 
DISCUSSION OF THE SUMMARY COMPENSATION TABLE
We have entered into employment agreements with each of our named executive officers. We believe employment agreements are critical to enhancing and solidifying our relationships with our key executives. The agreements provide the executives with certainty as to compensation and benefits, including in the event of a termination of employment, and allow our executives to focus on growing the value of the Company. The agreements are also designed to protect the interests of the Company and its stockholders, including through the use of restrictive covenants. Some of the named executive officers are entitled to certain payments in the event of certain terminations of employment or in connection with a change in control, as further described under “-Potential Payments upon Termination or Change in Control.”
Chief Executive Officer
Anthony Rodio
The Company entered into an employment agreement with Anthony Rodio, on April 15, 2019, pursuant to which Mr. Rodio began serving as the Chief Executive Officer of the Company and Caesars Enterprise Services, LLC, effective as of May 6, 2019 (the date on which he became contractually available to perform services under the employment agreement, the “Effective Date”).
Mr. Rodio’s employment agreement provides for the following: (i) an annual base salary of $1,500,000; (ii) a target annual cash incentive opportunity (the “Bonus”) under the Company’s annual incentive bonus program(s) applicable to Mr. Rodio’s position of 100% of the base salary prorated from the Effective Date and, in the sole discretion of the Compensation Committee, up to an additional 100% of the base salary if the initial threshold for the target Bonus is exceeded; (iii) a
 one-time
 sign-on
bonus payment in the amount of $250,000; (iv) eligibility to receive LTI grants at the discretion of the Compensation Committee; and (v) participation in the health and welfare benefit plans and programs maintained by us for the benefit of our employees. The employment agreement also provides that Mr. Rodio’s employment is terminable by him or the Company at any time, with or without cause, and for any reason or no particular reason.
Subject to restrictions and requirements specified in the employment agreement (including that Mr. Rodio executes a separation agreement and release in a form customarily used by the Company for senior executives), in the event of a termination of Mr. Rodio’s employment by the Company without “Cause” or by Mr. Rodio for “Good Reason” (each, as defined in his employment agreement) at any time other than within twenty-four months following a change of control of the Company, Mr. Rodio will be entitled to: (i) any unpaid base salary and other accrued obligations of the Company earned through the date of termination; and (ii) a
 lump-sum
severance payment in an amount equal to not less than one year salary at Mr. Rodio’s annual base salary rate plus a
 pro-rata
 target Bonus for the then-current bonus year to the extent not already paid to Mr. Rodio. In the
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event that Mr. Rodio’s employment is terminated by the Company without cause or by Mr. Rodio for good reason within twenty-four months following a change of control of the Company (provided that Mr. Rodio executes a separation agreement and release in a form customarily used by the Company for senior executives), Mr. Rodio will be entitled to a cash payment of $3,000,000.
In addition, Mr. Rodio is subject to restrictions on competition and employee and client solicitation during his employment with the Company and for up to an additional twelve months thereafter. The employment agreement also contains standard confidentiality, invention assignment and
 non-disparagement
covenants.
Mark Frissora
The Company and Caesars Enterprise Services, LLC (“CES”) entered into an employment agreement with Mark Frissora on February 5, 2015, which was amended on August 4, 2015, July 5, 2016 and March 8, 2017. Pursuant to the terms of the employment agreement, Mr. Frissora was appointed to the role of Chief Executive Officer and President of the Company and CES effective as of July 1, 2015. As described below, Mr. Frissora’s employment terminated on April 30, 2019.
The employment agreement provided that Mr. Frissora was entitled to a base salary, participation in the Company’s annual incentive bonus program(s) applicable to Mr. Frissora’s position (increased in 2018 to a target level of 200% to align his compensation with peer group companies), and certain perquisites, including (i) the use of our aircraft (up to a maximum value of $200,000 per fiscal year) and (ii) certain relocation benefits (including up to six months of temporary housing, reimbursements of costs incurred in connection with locating a suitable residence in Las Vegas for purchase, and
gross-up
for any taxes that may apply to such relocation benefits).
The agreement provided that if Mr. Frissora’s employment was terminated by the Company without “Cause,” by Mr. Frissora for “Good Reason” (as such terms are defined in the employment agreement), or due to the Company’s
non-renewal
of its term upon any expiration date, and subject to his execution and
non-revocation
of a general release of claims, Mr. Frissora was entitled to receive:
  Accrued and unpaid base salary
 
 
  Unreimbursed business expenses
 
 
  Amounts or benefits due under benefit and equity plans in accordance with the terms thereof
 
 
  Cash severance equal to two times his base salary plus one times his target bonus paid in installments over 24 months;
provided, that
, if such termination occurred within six months prior to a change in control (and such termination was requested by the effectuating party of the change in control) or within 12 months following a change in control, then the cash severance shall equal two and
one-half
times his base salary plus one times his target bonus paid in installments over 30 months;
 
 
  A bonus for the year of termination of employment, based on actual full-year performance, prorated to reflect service through the date of termination, paid when bonuses are payable generally to active employees
 
 
  Company-paid COBRA continuation and a subsidy, at the same levels in effect as of the date of termination, for continued disability and life insurance coverage, paid in installments over 24 months; and
 
 
  One year of additional vesting in respect of (i) Mr. Frissora’s CAC RSUs (which were converted into Company RSUs in connection with the merger with CAC), (ii) his award of RSUs granted on March 23, 2016, and (iii) any other equity awards granted by the Company or CAC to Mr. Frissora after July 5, 2016.
 
 
In addition, Mr. Frissora’s employment agreement, as amended, provided that if his employment is terminated without cause, due to his death or “disability” (as defined in Mr. Frissora’s employment agreement) or by him for good reason, in each case prior to the second anniversary of the date Caesars Entertainment Operating Company, Inc. and certain of its subsidiaries emerged from bankruptcy pursuant to a plan of reorganization, (i) all of his outstanding awards under the 2012 PIP and any other Company long-term incentive program would immediately vest, (ii) any of his outstanding stock options would remain exercisable until at least the second anniversary of such termination, but not beyond the original term of the option, and (iii) any performance-based long-term incentive awards that vest, would vest based upon actual performance through the end of the applicable performance period.
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The agreement also provided that Mr. Frissora was prohibited, during the
24-month
period following the termination of his employment from: (i) competing with us or our affiliates and (ii) soliciting or hiring certain employees of the Company and our affiliates. The employment agreement also contains standard confidentiality, invention assignment and
 non-disparagement
covenants.
On November 1, 2018, Mr. Frissora and the Company entered into a Separation Agreement, which was amended on December 21, 2018 (as amended, the “Frissora Separation Agreement”). The Frissora Separation Agreement, together with Mr. Frissora’s employment agreement, as amended, govern the terms of his departure from the Company. Under the terms of the Frissora Separation Agreement, in connection with such departure, Mr. Frissora resigned from the Company’s Board of Directors and ceased to be an officer of the Company and its subsidiaries effective as of April 30, 2019 (the “Termination Date”). Such termination was treated as a termination of Mr. Frissora’s employment without “Cause” under his employment agreement for all purposes.
Pursuant to the Frissora Separation Agreement, Mr. Frissora continues to be bound by (and he acknowledged and agreed to comply with) the covenants of
 non-solicitation,
 non-competition,
 non-disparagement,
 invention assignment, confidentiality and cooperation set forth in his employment agreement. Mr. Frissora further agreed to a consulting arrangement with the Company for a
six-month
period following the Termination Date, which would have provided for monthly payments of $83,333 and was terminable by either party upon 30 days’ notice. The consulting period was terminated on March 29, 2019, prior to it taking effect.
Mr. Frissora received the following promptly after the Termination Date (except as otherwise indicated): (i) accrued and unpaid salary for periods worked; (ii) reimbursement for unreimbursed expenses; and (iii) all benefits accrued and vested as of the Termination Date. In addition, subject to Mr. Frissora signing a release and waiver of claims, the Company provided Mr. Frissora the following separation payments and benefits: (v) cash severance of $8,000,000, payable over twenty-four months; (w) a prorated bonus for 2019 (payable in 2020), based on actual full year performance; (x) Company-paid COBRA continuation and a subsidy, at the same levels in effect as of the date of termination, for continued disability and life insurance coverage; (y) vesting of all unvested equity and cash awards under the Company’s LTI plans (with vesting of performance-based restricted stock units and options remaining subject to achievement of applicable targets and options generally exercisable for two years after vesting); and (z) up to $75,000 reimbursement for legal fees. In addition, Mr. Frissora was entitled to receive reimbursement of legal fees in connection with the amendment to the Separation Agreement. Generally, the foregoing severance amounts and benefits are consistent with those to which Mr. Frissora was entitled under his employment agreement.
Under the Frissora Separation Agreement, Mr. Frissora received an equity grant for the 2019 compensation year with a target value of $7,000,000, which vested on the Termination Date and was prorated and settled as follows: (i) any tranches of the award that are payable based on performance will remain outstanding until the applicable performance is determined and any amount payable to Mr. Frissora will be prorated based on the number of days in 2019 that elapsed through the Termination Date; and (ii) any portion of the award that is payable based on service will be prorated based on the number of days in 2019 that elapsed through the Termination Date.
Other Named Executive Officers
We entered into employment agreements, which have been amended from time to time, with Mr. Hession (on November 10, 2014, which was amended on March 8, 2017 and April 29, 2019), Mr. Jenkin (on January 3, 2012, which was amended on March 8, 2017), Mr. Holdren (on November 1, 2017, which was amended on December 22, 2018), Ms. Digilio (on September 24, 2018, which was amended on December 12, 2018), Mr. Donovan (on April 2, 2009, which was amended on March 8, 2017, October 6, 2017 and January 29, 2018), and Mr. Ottolenghi (on January 18, 2016, which was amended on January 18, 2016) (collectively, the
“Non-CEO
Employment Agreements”). The employment agreements for Mr. Donovan and Mr. Ottolenghi terminated on June 6, 2019 and November 15, 2019, respectively, in each case, in connection with their resignation from the Company.
The
Non-CEO
Employment Agreements provide (or, for Messrs. Donovan and Ottolenghi, provided) for:
  payment of an annual base salary (which may be adjusted from time to time);
 
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  participation in the Company’s annual incentive bonus program(s) applicable to the executive’s position;
 
 
 
  for Ms. Digilio, a
one-time
bonus payment of $250,000 for 2018;
 
 
 
  for Messrs. Donovan and Jenkin, an award of stock options under the applicable equity incentive plan and, for Messrs. Ottolenghi and Holdren and Ms. Digilio, participation in the Company’s LTI program at 150% of their base salary;
 
 
 
  for Mr. Holdren and Ms. Digilio,
one-time
sign-on
awards, payable in cash or equity (respectively), equal to $50,000 and $442,500 (respectively) based on certain conditions;
 
 
 
  for Mr. Donovan, reimbursement of up to $80,000 for legal fees; and
 
 
 
  provisions relating to severance payments and benefits upon certain terminations of employment, as described further below.
 
 
 
In addition, Mr. Jenkin’s employment agreement provides that, subject to Mr. Jenkin’s continued compliance with the noncompetition covenant, Mr. Jenkin (and his eligible dependents, if any) will be entitled to lifetime coverage under our group health insurance plan if (i) (A) Mr. Jenkin reaches the age of 50 and has attained 15 years of continuous service with the Company and (B) his employment is terminated without Cause, by him for Good Reason, due to Disability, or upon our delivery of a
non-renewal
notice; or (ii) (A) Mr. Jenkin reaches the age of 55 and has attained 10 years of continuous service with the Company and (B) his employment is terminated other than for Cause. Mr. Jenkin has attained the foregoing age and continuous service requirements and, therefore, following his termination of employment for any of the foregoing reasons, he will be required to pay 20% of the premium for this coverage, and we will pay the remaining premium, which will be imputed as taxable income to Mr. Jenkin. This insurance coverage terminates if Mr. Jenkin breaches his
non-compete
with us.
The
Non-CEO
Employment Agreements each include the following restrictive covenants: (i) noncompetition restrictions effective during employment and for 18 months thereafter (or, for Mr. Jenkin, for 30 days or up to 18 months thereafter, depending on the type of and circumstances relating to the termination); (ii) employee, client and customer nonsolicitation restrictions effective during employment and for 18 months thereafter; and (iii) standard confidentiality, invention assignment and
non-disparagement
covenants (and, for Ms. Digilio, a mutual
non-disparagement
covenant). A breach of the
non-compete
covenant will cause our obligations under the
Non-CEO
Employment Agreements to terminate.
Pursuant to Mr. Donovan’s employment agreement (as amended), upon Mr. Donovan’s “Qualifying Termination” (as defined in Mr. Donovan’s employment agreement and described below), in addition to the severance payments and benefits described above, and subject to his execution and
non-revocation
of a general release of claims and continued compliance with the noncompete restrictions set forth in his employment agreement, Mr. Donovan was entitled to: (i) immediate vesting of all of his outstanding awards under our LTI plans granted on or before December 31, 2017, (ii) reimbursement of up to $200,000 (with interest) for a loss on the sale of his Las Vegas residence (as determined in accordance with his employment agreement), (iii) a pro rata bonus for the calendar year in which the termination occurs based on the same criteria and target bonus percentage applicable to similarly situated officers of CES, and (iv) certain other benefits. Mr. Donovan’s employment agreement was amended on January 29, 2018 to provide for, among other things, payment of a supplemental bonus of $320,963 with respect to the executive’s 2017 annual bonus. A “Qualifying Termination,” was defined to include Mr. Donovan’s (i) resignation (or giving written notice thereof) of his employment with CES for Good Reason, (ii) resignation (or giving written notice thereof), for any or no reason, of his employment with CES on or after January 1, 2020 on no less than 90 days’ notice, (iii) resignation (or giving written notice thereof) of his employment with CES on account of his retirement, or (iv) termination without Cause (or giving written notice thereof) by CES or any affiliate thereof. Upon a Qualifying Termination, the employment agreement also provided that Mr. Donovan will enter into a
one-year
consulting agreement, commencing on the date of termination, with CES under which he would have received an annualized fee of $500,000. In addition, any such Qualifying Termination would have been treated as Mr. Donovan’s resignation for Good Reason under his employment agreement and equity award agreements for all purposes.
During 2019, each of Messrs. Hession, Jenkin, Holdren, Donovan and Ottolenghi and Ms. Digilio were entitled to participate in benefits and perquisites, group health insurance, long-term disability benefits, life insurance, vacation, reimbursement of expenses, director and officer insurance, and the ability to participate in our 401(k) Plan.
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On June 6, 2019, Mr. Donovan resigned from his positions as our Executive Vice-President, General Counsel and Chief Legal, Risk & Security Officer and received severance payments and benefits pursuant to his employment agreement and the Qualifying Termination provisions thereof, as described above. All of Mr. Donovan’s service-vesting RSUs accelerated and his PSUs and performance-based options remained outstanding and subject to the achievement of applicable targets. Please refer to “-Potential Payments upon Termination or Change in Control” for additional details regarding Mr. Donovan’s separation payments and benefits.
Additionally, on November 1, 2019, we informed Mr. Ottolenghi that his application to participate in Caesars’ Voluntary Severance Program (“VSP”), which was initiated in an effort towards greater operational efficiency, would be accepted. The program was offered to
US-based
corporate employees in management roles of a certain grade and above, excluding certain revenue focused departments. Mr. Ottolenghi resigned from his position as Executive Vice President and Chief Information Officer, and from all other positions he held with the Company or its subsidiaries, effective November 15, 2019 (the “Separation Date”). In connection with his resignation, Mr. Ottolenghi entered into a separation and general release agreement which provided for the following payments and benefits in accordance with the terms of the VSP, subject to Mr. Ottolenghi’s execution and
non-revocation
of a general release of claims: (i) eighteen (18)-months’ base salary in the amount of $930,187.50; (ii) the continuation of the company’s portion of healthcare coverage until the eighteen (18)-month anniversary of the Separation Date; (iii) accelerated vesting of outstanding and unvested CEC restricted stock units as of the Separation Date that vest based solely on time; (iv) accelerated vesting at target level of outstanding and unvested CEC restricted stock units granted in 2019 that are subject to performance conditions; (iv) a pro rata bonus for fiscal year 2019 based on services through the Separation Date and actual performance; (v) accelerated vesting of his 2018 cash retention award in the amount of $900,000; and (vi) Company-paid outplacement services. Mr. Ottolenghi’s restricted stock units granted during 2018 that vest in respect of performance conditions shall remain outstanding and will be paid out in accordance with the terms of the applicable award agreement and incentive plan. The Separation Agreement also requires Mr. Ottolenghi’s continued compliance with restrictive covenants, including the confidentiality,
non-disparagement,
non-competition
and
non-solicitation
provisions included in Mr. Ottolenghi’s employment agreement. Please refer to “-Potential Payments upon Termination or Change in Control” for additional details regarding Mr. Ottolenghi’s separation payments and benefits.
2019 GRANTS OF PLAN-BASED AWARDS
The following table gives information regarding potential incentive compensation for 2019 to our named executive officers in the “Summary Compensation Table.”
Non-Equity
Incentive Plan payouts approved for 2019 are included in the
“Non-Equity
Incentive Plan Compensation” column in the “Summary Compensation Table.”
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Table of Contents
                                                                     
 
 
ESTIMATED FUTURE
PAYOUTS
UNDER
NON-EQUITY
INCENTIVE
PLAN AWARDS
 (1)
   
ESTIMATED FUTURE
PAYOUTS
UNDER EQUITY INCENTIVE
PLAN AWARDS
   
ALL
OTHER
STOCK
AWARDS:
SHARES 
OF
STOCK 
OR
UNITS (#)
 
 
GRANT
DATE FAIR
VALUE OF
STOCK AND
OPTION
AWARDS
 (2)
($)
 
NAME
 
GRANT
DATE
 
THRESHOLD
($)
 
 
TARGET
($)
 
 
MAXIMUM
($)
 
 
THRESHOLD
(#)
 
 
TARGET
(#)
 
 
MAXIMUM
(#)
 
Anthony Rodio
 
NA     
   
276,164
     
1,972,602
     
3,945,204
     
     
     
     
     
 
Mark Frissora
 (7)
 
NA     
3/28/2019 
(3)
4/2/2019 
(4)
3/28/2019 
(5)
3/28/2019 
(6)
   
200,308
        
1,430,769
        
2,861,539
        
27,007
16,744
34,640
     
108,025
66,973
138,559
     
216,050
133,946
277,118
     
401,837
        
3,500,000
953,861
583,335
1,750,000
 
Eric Hession
 
NA     
3/28/2019 
(3)
4/2/2019 
(4)
3/28/2019 
(5)
3/28/2019 
(6)
   
113,763
     
812,596
     
1,625,192
     
5,402
3,899
8,067