10-K/A
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Table of Contents
 
 
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
For the transition period
                
to
                
Commission File No.
  001-36629
 
ELDORADO RESORTS, INC.
(Exact name of registrant as specified in its charter)
 
Nevada
 
46-3657681
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
100 West Liberty Street , Suite 1150
Reno , Nevada 89501
(Address of principal executive offices)
Telephone: ( 775 )
  328-0100
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading
symbol
 
Name of each exchange
on which registered
Common Stock, $.00001, par value
 
ERI
 
NASDAQ Stock 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 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 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 checkmark 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 Exchange Act).    Yes  
    No  
The aggregate market value of the common stock held by
non-affiliates
of the Registrant was $ 3.0  billion at June 28, 2019 based upon the closing price for the shares of ERI’s common stock as reported by The Nasdaq Stock Market.
As of April 24, 2020, there were 77,811,178 outstanding shares of the Registrant’s Common Stock, net of treasury shares.
Documents Incorporated by Reference
None.
 
 

Table of Contents
Explanatory Note
Eldorado Resorts, Inc. (“ERI”, the “Company,” “we,” “us” or “our”) filed its Annual Report on Form
10-K
for the fiscal year ended December 31, 2019 (“Form
10-K”)
with the U.S. Securities and Exchange Commission (the “SEC”) on February 28, 2020. The Company is filing this Amendment No. 1 to the Form
10-K,
or “Form
10-K/A,”
solely to revise Part III of the report to include the information previously omitted from the Form
10-K.
This Amendment No. 1 to the report continues to speak as of the date of filing of the report, and except as expressly set forth herein we have not updated the disclosures contained in this Amendment No. 1 to the report to reflect any events that occurred at a date subsequent to the filing of the report.
Pursuant to Rule
12b-15
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 1 also contains new certifications of the Company’s principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements are included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 or 308 of Regulation
S-K
promulgated by the SEC under the Exchange Act, paragraphs 3, 4 and 5 of the Section 302 certifications have been omitted. In addition, because no financial statements are included in this Amendment No. 1, new certifications of the Company’s principal executive officer and principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are not required to be included with this Amendment.

Table of Contents
ELDORADO RESORTS, INC.
ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2019
TABLE OF CONTENTS
 
 
 
         
   
1
 
         
   
7
 
         
   
28
 
         
   
30
 
         
   
31
 
         
 
 
 
         
   
33
 
         
   
33
 
         
   
34
 
         
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF ELDORADO RESORTS, INC.
   
41
 
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PART III
Item 10.
Directors, Executive Officers and Corporate Governance.
Directors
The following table identifies the current members of our Board of Directors (the “Board”) as of April 24, 2020.
             
Name
 
Age
 
 
Position and Office Held
Gary L. Carano
   
68
   
Executive Chairman of the Board
Bonnie Biumi
(1)
   
58
   
Director
Frank J. Fahrenkopf
(2)(4)
   
80
   
Director
James B. Hawkins
(1)(3)
   
64
   
Director
Gregory J. Kozicz
(3)
   
58
   
Director
Michael E. Pegram
(
2)(3)
   
68
   
Director
Thomas R. Reeg
   
48
   
Director; Chief Executive Officer
David P. Tomick
(1)(4)(5)
   
68
   
Director
Roger P. Wagner
(3)(4)
   
72
   
Director
 
(1)
Member of the Audit Committee
(2)
Member of the Compliance Committee
(3)
Member of the Compensation Committee
(4)
Member of the Nominating & Governance Committee
(5)
Lead Independent Director
The following briefly describes the business experience and educational background of each nominee for director and details the Board’s reasons for selecting each nominee for service on the Board.
Gary L. Carano
, 68, has been Chairman of our Board of Directors since September 2014 and was our Chief Executive Officer from September 2014 until December 31, 2018, when he became Executive Chairman of our Board of Directors. Previously, Mr. Gary L. Carano served as President and Chief Operating Officer of Eldorado Resorts LLC from 2004 to September 2014, and as President and Chief Operating Officer of Eldorado HoldCo LLC from 2009 to September 2014. Mr. Gary L. Carano served as the General Manager and Chief Executive Officer of the Silver Legacy Resort Casino from its opening in 1995 to September 2014. Mr. Gary L. Carano serves on the board of directors of Recreational Enterprises, Inc., a stockholder of the Company. Mr. Gary L. Carano has served on a number of charitable boards and foundations in the state of Nevada. Mr. Gary L. Carano holds a Bachelor’s degree in Business Administration from the University of Nevada, Reno. In May 2012, Silver Legacy filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Nevada. Silver Legacy emerged from its Chapter 11 reorganization proceedings in November 2012. Mr. Gary L. Carano has been selected to serve as director because of his extensive experience in the gaming and hospitality industry and because of his familiarity with the business of Eldorado Resorts, Inc. Mr. Gary L. Carano is Mr. Anthony L. Carano’s father.
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Bonnie Biumi
, 58, was a director of Isle of Capri from October 2012 until May 1, 2017, at which time she was appointed to the Board of Directors in accordance with the provisions of the merger agreement with Isle of Capri. Ms. Biumi was President and Chief Financial Officer from 2007 to 2012 of Kerzner International Resorts, a developer, owner and operator of destination resorts, casinos and hotels. Previously, she held senior level financial positions at NCL Corporation, Ltd., Royal Caribbean Cruises, Ltd., Neff Corporation, Peoples Telephone Company, Inc. and Price Waterhouse. Ms. Biumi was a member of the board of directors of Home Properties, Inc., a publicly-traded company, from October 2013 to October 2015, and she is currently a member of the board of directors of Retail Properties of America, Inc., a publicly-traded company, where she serves as a member of the audit committee and chair of the compensation committee. She is a Certified Public Accountant. Ms. Biumi has been selected to serve as a director because of her extensive experience in corporate finance and accounting, investor relations, capital and strategic planning, mergers and acquisitions, as well as her service on the boards of other public companies. Ms. Biumi brings to the Board of Directors important perspectives with respect to leadership, financial and risk management.
Frank J. Fahrenkopf
, 80, has served on our Board of Directors since September 2014. He served as President and Chief Executive Officer of the American Gaming Association (“AGA”), an organization that represents the commercial
casino-entertainment
industry by addressing federal legislation and regulatory issues, from 1995 until June 2013. At the AGA, Mr. Fahrenkopf was the national advocate for the commercial casino industry and was responsible for positioning the AGA to address regulatory, political and educational issues affecting the gaming industry. Mr. Fahrenkopf is currently
co-chairman
of the Commission on Presidential Debates, which he founded and which conducts debates among presidential candidates. He serves as a board member of the International Republican Institute, which he founded. He also founded the National Endowment for Democracy, where he served as Vice Chairman and a board member from 1983 to 1992. Mr. Fahrenkopf served as chairman of the Republican National Committee from 1983 to 1989. Prior to his role at AGA, Mr. Fahrenkopf was a partner at Hogan & Hartson, where he regularly represented clients before the Nevada gaming regulatory authorities. Mr. Fahrenkopf served as the first Chairman of the American Bar Association Committee on Gaming Law and was a founding Trustee and President of the International Association of Gaming Attorneys. Mr. Fahrenkopf also sits on the board of directors of 12
NYSE-listed
public companies: First Republic Bank, Gabelli Equity Trust, Inc., Gabelli Utility Trust, Gabelli Global Multimedia Trust, Gabelli Dividend and Income Trust, Gabelli Gold and Natural Resources, Gabelli Small & Midcap Value Fund, Gabelli Goanywhere Trust, Gabelli Natural Resources, Gold & Income Trust, Gabelli NextShares Trust, Bankcroft Fund, and Ellsworth Growth & Income Trust. He is a graduate of the University of Nevada, Reno and holds a Juris Doctor from the University of California Berkeley School of Law. Mr. Fahrenkopf has been selected to serve as a director because of his extensive knowledge of gaming regulatory matters, his relevant legal experience and his experience as a director of many organizations.
James B. Hawkins
, 64, has served on our Board of Directors since September 2014. Mr. Hawkins served as Chief Executive Officer and on the board of directors of Natus Medical Incorporated (“Natus”) from April 2004 to July 2018, and as President of Natus from June 2013 to July 2018 and from April 2004 to January 2011. Mr. Hawkins has served as a director of OSI Systems, a publicly traded company that develops and markets security and inspection systems, since December 2015, and as a director of Iradimed Corporation, a publicly traded company that provides
non-magnetic
intravenous infusion pump systems, since [DATE] and from 2005 until June 2016. Mr. Hawkins previously served as a director of Digirad Corporation, a publicly traded company that provides diagnostic solutions in the science of imaging, from June 2012 until December 2014. Prior to joining Natus, Mr. Hawkins was President, Chief Executive Officer and on the board of directors of Invivo Corporation, a developer and manufacturer of vital sign monitoring equipment, and its predecessor, from 1985 until 2004, and as Secretary from 1986 until 2004. Mr. Hawkins earned a Bachelor’s degree in Business Commerce from Santa Clara University and an MBA from San Francisco State University. Mr. Hawkins has been selected to serve as a director because of his extensive experience in executive management oversight and as a director of multiple publicly traded companies.
Gregory J. Kozicz
,
58, was a director Isle of Capri from January 2010 to May 1, 2017, at which time he was appointed to our Board of Directors in accordance with the provisions of the merger agreement with Isle of Capri. Mr. Kozicz is chief executive officer of Alberici Corporation, a St. Louis-based diversified construction, engineering and steel fabrication company. He also served on the Eighth District Real Estate Industry Council of the Federal Reserve Bank of St. Louis from 2006-2016. He has served as president and chief executive officer of Alberici Corporation and Alberici Constructors since 2005 and June 2004, respectively. Prior to his current roles, Kozicz was president of Alberici Constructors Ltd. (Canada). Before joining Alberici in 2001, Kozicz served as a corporate officer and divisional president for Aecon, a publicly-traded construction, engineering and fabrication company. Mr. Kozicz has been selected to serve as a director because he brings extensive experience in the areas of construction, corporate leadership and executive management. Mr. Kozicz has served in various leadership roles and brings important perspectives to the Board of Directors particularly in the area of both private and public companies.
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Michael E. Pegram
, 68, has served on our Board of Directors since September 2014. Mr. Pegram has been a partner in the Carson Valley Inn in Minden, Nevada since June 2009 and a partner in the Bodines Casino in Carson City, Nevada since January 2007. Mr. Pegram has more than thirty years of experience owning and operating
twenty-five
successful McDonald’s franchises. Mr. Pegram currently serves as a director of, and is the former Chairman of, the Thoroughbred Owners of California and has been the owner of a number of racehorses, including 1998 Kentucky Derby and Preakness Stakes winner,
Real Quiet
, 2010 Preakness Stakes winner,
Lookin at Lucky
, 1998 Breeders’ Cup Juvenile Fillies winner and 1999 Kentucky Oaks winner,
Silverbulletday
, 2001 Dubai World Cup winner,
Captain Steve
, and the 2007 and 2008 Breeders’ Cup Sprint winner,
Midnight Lute
. Additionally, Mr. Pegram has served as a director of Skagit State Bancorp since April 1997. Mr. Pegram has been selected to serve as a director because of his extensive experience in the horse racing industry and as an investor, business owner, and director of various companies.
David P. Tomick
, 68, has served on our Board of Directors since September 2014. Mr. Tomick
co-founded
Securus, Inc., a company involved in the GPS monitoring and Personal Emergency Response business, and served as its Chief Financial Officer from 2008 to 2010 and as its Chairman from 2010 to March 2015. From 1997 to 2004 Mr. Tomick was Executive Vice President and Chief Financial Officer of SpectraSite, Inc., a
NYSE-listed,
wireless tower company. Mr. Tomick was, from 1994 to 1997, the Chief Financial Officer of Masada Security, a company involved in the security monitoring business and, from 1988 to 1994, the Vice
President-Finance
of Falcon Cable TV, where he was responsible for debt management, mergers and acquisitions, equity origination and investor relations. Prior to 1988, he managed a team of corporate finance professionals focusing on the communications industry for The First National Bank of Chicago. Mr. Tomick currently serves on the board of directors of Gryppers, Inc., Autocam Medical and First Choice Packaging and has served on the board of directors of the following organizations: Autocam Corporation, NuLink Digital and TransLoc, Inc. Mr. Tomick received his bachelor’s degree from Denison University and a masters of business administration from The Kellogg School of Management at Northwestern University. Mr. Tomick has been selected to serve as a director because of his financial and management expertise and his extensive experience with respect to raising capital, mergers and acquisitions, corporate governance and investor relations.
Roger P. Wagner
, 72, has served on our Board of Directors since September 2014 and was a member of the board of directors of MTR Gaming Group, Inc. (“MTR”) from July 2010 to September 2014. Mr. Wagner has over forty years of experience in the gaming and hotel management industry. Mr. Wagner was a founding partner of House Advantage, LLC, a gaming consulting group that focuses on assisting gaming companies in improving market share and bottom line profits. Mr. Wagner served as Chief Operating Officer for Binion Enterprises LLC from 2008 to 2010, assisting Jack Binion in identifying gaming opportunities. From 2005 to 2007, Mr. Wagner served as Chief Operating Officer of Resorts International Holdings. Mr. Wagner served as President of Horseshoe Gaming Holding Corp. from 2001 until its sale in 2004 and as its Senior Vice President and Chief Operating Officer from 1998 to 2001. Prior to joining Horseshoe, Mr. Wagner served as President of the development company for Trump Hotels & Casino Resorts from 1996 to 1998, President and Chief Operating Officer of Trump Castle Casino Resort from 1991 to 1996 and President and Chief Operating Officer of Claridge Casino Hotel from 1983 to 1991. Prior to his employment by Claridge Casino Hotel, he was employed in various capacities by the Edgewater Hotel Casino, Sands Hotel Casino, MGM Grand Casino—Reno, Frontier Hotel Casino and Dunes Hotel Casino. Mr. Wagner holds a Bachelor of Science from the University of Nevada Las Vegas in Hotel Administration. Mr. Wagner has been selected to serve as a director because of his extensive experience in the gaming and hospitality industry.
Thomas R. Reeg
, 48, has served on our Board of Directors since September 2014, served as Chief Financial Officer from March 2016 to May 2019 and became our Chief Executive Officer in January 2019. Mr. Reeg served as our President from September 2014 until December 31, 2018. Mr. Reeg served as a member of the board of managers of Eldorado Resorts LLC from December 2007 to September 2014, as Senior Vice President of Strategic Development for Resorts from January 2011 to September 2014 and a member of the executive committee of Silver Legacy (which is the governing body of Silver Legacy) from August 2011 through August 2014. Mr. Reeg serves on the board of directors of Recreational Enterprises, Inc., a stockholder of the Company. From September 2005 to November 2010, Mr. Reeg was a Senior Managing Director and founding partner of Newport Global Advisors L.P., which was an indirect stockholder of ours. Mr. Reeg was a member of the board of managers of NGA HoldCo, LLC, which was a stockholder of ours, from 2007 through 2011 and served on the board of directors of Autocam Corporation from 2007 to 2010. From 2002 to 2005 Mr. Reeg was a Managing Director and portfolio manager at AIG Global Investment Group (“AIG”), where he was responsible for
co-management
of the
high-yield
mutual fund portfolios. Prior to his role at AIG, Mr. Reeg was a senior
high-yield
research analyst covering various sectors, including the casino, lodging and leisure sectors, at Bank One Capital Markets. Mr. Reeg holds a Bachelor of Business Administration in Finance from the University of Notre Dame and is a Chartered Financial Analyst. Mr. Reeg has been selected to serve as a director because of his extensive financial experience and his familiarity with the business of Eldorado Resorts, Inc.
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Information about our Executive Officers
The following table identifies each of our executive officers (other than those executive officers who are also members of our Board identified above) as of April 24, 2020:
             
Name
 
Age
 
 
Position and Office Held
Anthony Carano
   
38
   
Executive Vice President, General Counsel and Secretary
Bret Yunker
   
43
   
Chief Financial Officer
Edmund L. Quatmann, Jr.
   
49
   
Executive Vice President, Chief Legal Officer and Secretary
The following briefly describes the business experience and educational background of each of our executive officers (other than those executive officers who are also members of our Board identified above) as of April 24, 2020:
Anthony L. Carano
, 38, became our Executive Vice President, General Counsel and Secretary in September 2014, Executive Vice President of Operations in August 2016, Executive Vice President and Chief Operating Officer in May 2017 and President and Chief Operating Officer in January 2019. Prior to joining us, Mr. Anthony L. Carano was an attorney at the Nevada law firm of McDonald Carano Wilson, LLP, where his practice was devoted primarily to transactional, gaming and regulatory law. Mr. Anthony L. Carano holds a B.A. from the University of Nevada, his J.D. from the University of San Francisco, School of Law and his M.B.A. in Finance from the University of San Francisco, School of Business. Anthony L. Carano is Gary L. Carano’s son.
Edmund L. Quatmann, Jr.
, 49, became our Executive Vice President, Chief Legal Officer and Secretary in May 2017. Prior to joining us, Mr. Quatmann served as the Chief Legal Officer and Secretary for Isle of Capri Casinos, Inc. from July 2008 until our merger with Isle of Capri in May 2017. Mr. Quatmann holds a B.S. from Purdue University and a J.D. from St. Louis University School of Law.
Bret Yunker
, 43, became our Chief Financial Officer in May 2019. Prior to joining us, Mr. Yunker served as a managing director of JP Morgan Chase & Co. in its Real Estate Investment Banking Group since 2013, providing advisory and capital markets execution (both debt and equity) services to clients across several sectors in the gaming industry, including casino operators, gaming equipment and system suppliers, REITs, lottery service providers and online gaming companies. Prior to joining JP Morgan Chase & Co., Mr. Yunker was employed for fourteen years in various positions at Bank of America Merrill Lynch covering gaming and leisure companies. Mr. Yunker holds a B.S. in business administration from the University of Southern California.
Corporate Governance
The Board held fifteen (15) meetings and acted four (4) times by written consent during the year ended December 31, 2019. Each current director attended at least 75% of the aggregate number of all meetings of the Board of Directors and committees of which he or she was a member (from the time of the appointment to such committee) during such year.
To effectively support its responsibilities, the Board has four committees: an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Compliance Committee. Each committee is currently comprised of independent directors. For a director to be considered independent, the director must meet the bright line independence standards under the listing standards of The NASDAQ Stock Market, Inc. (“NASDAQ”) and the Board must affirmatively determine that the director has no material relationship with us, directly, or as a partner, stockholder or officer of an organization that has a relationship with us. The Board determines director independence based on an analysis of the independence requirements of the NASDAQ listing standards. In addition, the Board will consider all relevant facts and circumstances in making an independence determination. The Board also considers all commercial, industrial, banking, consulting, legal, accounting, charitable, familial or other business relationships any director may have with us. The Board has determined that the following seven directors satisfy the independence requirements of NASDAQ: Bonnie Biumi, Frank J. Fahrenkopf, James B. Hawkins, Gregory J. Kozicz, Michael E. Pegram, David P. Tomick and Roger P. Wagner.
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Audit Committee
The Audit Committee of the Board of Directors was established by the Board in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to oversee our corporate accounting and financial reporting processes and audits of our financial statements. Our Audit Committee currently consists of Mr. Tomick, as Chair, and Ms. Biumi and Mr. Hawkins, all of whom are independent directors. During the year ended December 31, 2019, the Audit Committee held four (4) meetings. The Audit Committee’s responsibilities are discussed in a written charter adopted by the Board of Directors. The Audit Committee charter is available on our Internet website at ir.eldoradoresorts.com under “Governance—Governance Documents.” Our website and information contained on it or incorporated in it are not intended to be incorporated in this Annual Report on Form
10-K/
A or our other filings with the Securities and Exchange Commission.
Audit Committee Financial Expert
. The Securities and Exchange Commission adopted a rule requiring disclosure concerning the presence of at least one “audit committee financial expert” on audit committees. Our Board has determined that each of Ms. Biumi and Messrs. Hawkins and Tomick qualify as an “audit committee financial expert” as defined by the Securities and Exchange Commission and that each of them is independent, as independence for Audit Committee members is defined pursuant to the applicable NASDAQ listing requirements.
Compensation Committee
Our Compensation Committee currently consists of Messrs. Wagner, as Chair, Hawkins, Kozicz and Pegram. The Board has determined that each of Messrs. Wagner, Hawkins, Kozicz and Pegram meet the NASDAQ independence requirements. The Compensation Committee’s responsibilities are outlined in a written charter adopted by the Board of Directors. During the year ended December 31, 2019, the Compensation Committee held five (5) meetings. The Compensation Committee charter is available on our Internet website at ir.eldoradoresorts.com under “Governance—Governance Documents.”
Except as otherwise delegated by the Board of Directors or the Compensation Committee, the Compensation Committee acts on behalf of the Board with respect to compensation matters. The Compensation Committee makes recommendations (and, where appropriate, makes determinations) with respect to salaries, bonuses, restricted stock, and deferred compensation for our executive officers as well as the policies underlying the methods by which we compensate our executives. The Compensation Committee may form and delegate authority to subcommittees and may delegate authority to one or more designated Compensation Committee members to perform certain of its duties on its behalf, including, to the extent permitted by applicable law, the delegation to a subcommittee of one director the authority to grant stock options and equity awards. The Compensation Committee reviews the recommendations of our Chief Executive Officer (“CEO”) with respect to individual elements of the total compensation of our executive officers (other than the CEO) and key management.
Compensation Policies and Risk Management
. It is the responsibility of the Compensation Committee to review our compensation policies and practices in the context of their potential encouragement of excessive
risk-taking
behavior. We believe that any risks arising from our current compensation policies and practices are not reasonably likely to have a material adverse effect on us. As described in the section entitled “
Compensation Discussion and Analysis
” below, we continue to review and develop our compensation policies with the objective of ensuring that management incentives promote disciplined, sustainable achievement of our
long-term
goals.
Nominating and Governance Committee
Our Nominating and Governance Committee currently consists of Messrs. Fahrenkopf, as Chair, Tomick, and Wagner. The Nominating and Governance Committee’s responsibilities are discussed in a written charter adopted by the Board of Directors. The Nominating and Governance Committee charter is available on our Internet website at ir.eldoradoresorts.com under “Governance—Governance Documents.” Our Board of Directors has determined that each of the members of the Nominating and Governance Committee is “independent” within the meaning of the general independence standards in the listing standards of NASDAQ. During the year ended December 31, 2019, the Nominating and Governance Committee held four (4) meetings. The primary purposes and responsibilities of the Nominating and Governance Committee are to (1) identify and vet individuals qualified to become directors, consistent with the criteria approved by our Board of Directors set forth in the Nominating and Governance Committee Charter, (2) nominate qualified individuals for election to the Board of Directors at the next annual meeting of stockholders, and (3) in consultation with the Chairperson of the Board, review the operational relationship of the various committees of the Board as set forth in the Nominating and Governance Committee Charter.
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Director Candidate Recommendations and Nominations by Stockholders
. The Nominating and Governance Committee’s Charter provides that the Nominating and Governance Committee will consider director candidate nominations by stockholders. In evaluating nominations received from stockholders, the Nominating and Governance Committee will apply the same criteria and follow the same process set forth in the Nominating and Governance Committee Charter as it would with its own nominations. There have been no material changes to the procedures by which stockholders may recommend individuals for consideration by the Nominating and Governance Committee as potential nominees for director since such procedures were last described in our annual proxy statement filed with the SEC on April 26, 2019.
Nominating and Governance Committee Process for Identifying and Evaluating Director Candidates
. The Nominating and Governance Committee identifies and evaluates all director candidates in accordance with the director qualification standards described in the Nominating and Governance Committee Charter. In identifying candidates, the Nominating and Governance Committee has the authority to engage and terminate any
third-party
search firm that is used to identify director candidates and has the authority to approve the fees and retention terms of any search firm. The Nominating and Governance Committee evaluates any candidate’s qualifications to serve as a member of our Board based on the totality of the merits of the candidate and not based on minimum qualifications or attributes. In evaluating a candidate, the Nominating and Governance Committee takes into account the background and expertise of individual Board members as well as the background and expertise of our Board as a whole. In addition, the Nominating and Governance Committee evaluates a candidate’s independence and his or her background and expertise in the context of our Board’s needs. The Nominating and Governance Committee Charter requires that the Nominating and Governance Committee ascertain that each nominee has: (i) demonstrated business and industry experience that is relevant to us; (ii) the ability to meet the suitability requirements of all relevant regulatory agencies; (iii) freedom from potential conflicts of interest with us and independence from management with respect to independent director nominees; (iv) the ability to represent the interests of stockholders; (v) the ability to demonstrate a reasonable level of financial literacy; (vi) the availability to work with us and dedicate sufficient time and energy to his or her board duties; (vii) an established reputation for good character, honesty, integrity, prudent business skills, leadership abilities as well as moral and ethical bearing; and (viii) the ability to work constructively with our other directors and management. The Nominating and Governance Committee may also take into consideration whether a candidate’s background and skills meet any specific needs of the Board that the Nominating and Governance Committee has identified and will take into account diversity in professional and personal experience, background, skills, race, gender and other factors of diversity that it considers relevant to the needs of the Board. The Nominating and Governance Committee does not have a formal policy regarding diversity in identifying candidates; however, the Nominating and Governance Committee may consider periodically, at the request of the Board, the desired composition of the Board, including such factors as expertise and diversity.
Compliance Committee
As a publicly traded corporation registered with and licensed by multiple regulatory bodies and as required by the Nevada Gaming Commission and the Mississippi Gaming Commission, we maintain a Compliance Committee which implements and administers our Compliance Plan. The Compliance Committee’s duties include investigating key employees, vendors of goods and services, sources of financing, consultants, lobbyists and others who wish to do substantial business with us or our subsidiaries and making recommendations to our management concerning suitability. Our Compliance Committee currently includes independent directors Messrs. Fahrenkopf and Pegram, and
non-director
members A.J. “Bud” Hicks (who serves as the chairperson and an independent member of the Committee), Anthony L. Carano, Stephanie Lepori and Jeffrey Hendricks (who serves as the Compliance Officer). Mr. Edmund L. Quatmann, Jr. also serves as an
ex-officio
member of the Committee. The Compliance Committee held four (4) meetings in 2019.
Code of Ethics
We have adopted a code of ethics and business conduct applicable to all directors and employees, including the Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer. The code of ethics and business conduct is posted on our website, http://www.eldoradoresorts.com (accessible through the “Corporate Governance” caption of the Investor Relations page) and a printed copy will be delivered on request by writing to the Corporate Secretary at Eldorado Resorts, Inc., c/o Corporate Secretary, 100 West Liberty Street, Suite 1150, Reno, NV 89501. We intend to satisfy the disclosure requirement regarding certain amendments to, or waivers from, provisions of our code of ethics and business conduct by posting such information on our website.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors, executive officers, and the persons who beneficially own more than ten percent of the shares of our common stock, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Copies of all filed reports are required to be furnished to us. Based solely on the reports received by us and on the representations of the reporting persons, we believe that these persons have complied with all applicable filing requirements during the years ended December 31, 2019, except that a Form 4 for Mr. Kozicz reporting one transaction was filed late.
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Item 11.
Executive Compensation.
 
 
 
 
Compensation Discussion & Analysis
In this Compensation Discussion and Analysis (“CD&A”), we describe the material components of our executive pay programs for our named executive officers for 2019 (sometimes referred to herein as our “NEOs”).
For 2019, our NEOs and the titles they held as of the last day of 2019 are as follows:
  Gary L. Carano,
Executive Chairman of the Board
 
 
 
 
  Thomas R. Reeg,
Chief Executive Officer and member of the Board
 
 
 
 
  Bret Yunker,
Chief Financial Officer
 
 
 
 
  Anthony L. Carano,
President and Chief Operating Officer
 
 
 
 
  Edmund L. Quatmann, Jr.,
Executive Vice President and Chief Legal Officer
 
 
 
 
Effective January 1, 2019, Mr. Gary L. Carano became Executive Chairman of the Board of Directors, Mr. Reeg became Chief Executive Officer and Mr. Anthony L. Carano became President and Chief Operating Officer. On February 1, 2019, we entered into an employment agreement with Bret Yunker to serve as our Chief Financial Officer. Mr. Yunker’s employment with us began on May 2, 2019.
This CD&A provides an overview and explanation of:
  our compensation programs and policies for certain of our named executive officers identified below;
 
 
 
 
  the compensation decisions made by the Compensation Committee under those programs and policies; and
 
 
 
 
  the material factors that the Compensation Committee considered in making those decisions.
 
 
 
 
Results of 2019 Advisory Vote on Executive Compensation
(“Say-on-Pay”)
The Compensation Committee and our Board considered the results of the advisory,
non-binding
stockholder vote to approve executive compensation presented at our 2019 Annual Meeting, where over 99% of votes cast approved the compensation program described in our proxy statement for the 2019 Annual Meeting. We currently hold such
say-on-pay
votes on an annual basis. The Compensation Committee takes seriously its role in the governance of our compensation programs and values thoughtful input from our stockholders, and may consider the result of future
say-on-pay
votes in connection with making future compensation-related decisions to the extent it deems it appropriate to do so. Any changes made to our executive compensation programs for 2019 were based on the Compensation Committee’s ongoing review and assessment of such programs and were not made solely as a result of the 2019
say-on-pay
vote.
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Key Features of Our Executive Compensation Program
             
What We Do
 
What We Don’t Do
 
Maintain stock ownership guidelines for NEOs and directors
 
 
No
change-in-control
severance multiple in excess of three times annual base salary and target annual bonus
 
Set maximum payout limit on our annual incentive plan and long-term incentive plan awards
 
 
No excise tax
gross-ups
upon a
change-in-control
 
For 2019, emphasize pay for performance, with 82% of our Chief Executive Officer’s total pay opportunity being performance-based “at risk” compensation and an average of 74% being performance-based “at risk” compensation for our other NEOs
 
 
No
re-pricing
or cash buyout of underwater stock options or SARs is allowed
 
Have an executive compensation clawback policy that allows us to recover excess cash and equity-based or equity-linked incentive compensation paid to executives in various circumstances
Set maximum amount of compensation that may be paid to any single
non-employee
member of the Board in respect of any fiscal year
 
 
No enhanced retirement benefits for named executive officers
 
Set maximum amount of compensation that may be paid to any single
non-employee
member of the Board in respect of any fiscal year
 
 
 
Retain an independent compensation consultant reporting directly to the Compensation Committee
 
 
 
Prohibit puts, calls and short sales of our securities
 
 
 
Our Compensation Strategy
Our executive compensation program is designed to attract, motivate and retain critical executive talent, and to motivate actions that drive profitable growth and enhance
long-term
value for our stockholders. This program includes base salary and
performance-based
incentives (including both
cash-based
and
equity-based
incentives) and is designed to be flexible, market competitive, reward achievement of difficult but fair performance criteria, and enhance stock ownership at the executive level. Our philosophy is that clear, distinct and attainable goals should be established in order to enable the assessment of performance by the Compensation Committee.
Pursuant to that philosophy, the Compensation Committee is guided by the general principles that compensation should be designed to:
  enhance stockholder value by focusing our executives’ efforts on the specific performance metrics that drive enterprise value;
 
  attract, motivate, and retain
highly-qualified
executives committed to our
long-term
success;
 
  assure that our executives receive reasonable compensation opportunities relative to their peers at similar companies, and actual compensation payouts that are aligned with our performance; and
 
  align critical decision making with our business strategy and goal setting.
 
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The following table summarizes key elements of our 2019 executive compensation program:
 
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How We Determine Compensation
Role of the Compensation Committee
The Compensation Committee’s primary role is to discharge the Board’s responsibilities regarding compensation decisions as they relate to our executive officers. The Compensation Committee consists of independent directors and is responsible to our Board for the oversight of our executive compensation programs. Among its duties, the Compensation Committee is responsible for:
  reviewing and assessing competitive market data from the Compensation Committee’s independent compensation consultant;
 
 
 
 
  reviewing and, in certain cases, approving incentive goals/objectives and compensation recommendations for directors and executive officers, including the named executive officers;
 
 
 
 
  evaluating the competitiveness of each executive officer’s total compensation package;
 
 
 
 
  approving any changes to the total compensation package, including, but not limited to, base salary, annual incentives,
long-term
incentive award opportunities and payouts, and retention programs; and
 
 
 
 
  ensuring our policies and practices relating to compensation do not encourage excessive
risk-taking
conduct.
 
 
 
 
Following review and discussion, the Compensation Committee may submit recommendations to the Board for approval. The Compensation Committee is supported in its work by the Chief Financial Officer and his staff (with respect to the establishment of performance metrics), and Aon Hewitt, its independent compensation consultant (“Aon”).
Role of the Independent Compensation Consultant
The Compensation Committee retained Aon for executive compensation advisory services, namely, to conduct its annual total compensation study for executive and key manager positions. Aon reports directly to the Compensation Committee and the Compensation Committee directly oversees the work performed by, and determines the fees paid to, Aon in connection with the services it provides to the Compensation Committee. The Compensation Committee instructs Aon to give advice to the Compensation Committee independent of management and to provide such advice for our benefit and for the benefit of our stockholders. With the Compensation Committee’s approval, Aon may work directly with management on certain executive compensation matters. Aon did not perform any other services for us during 2019. The Compensation Committee reviews the independence of its compensation consultant on an annual basis, taking into account a number of factors, including the six factors articulated in the NASDAQ listing standards and applicable SEC guidance. For 2019, the Compensation Committee determined that Aon was independent and its services to the Compensation Committee did not raise any conflicts of interest among the Compensation Committee, us or our management.
Specific roles of Aon include, but are not limited to, the following:
  identifying and advising the Compensation Committee on executive compensation trends and regulatory developments;
 
 
 
 
  providing a total compensation study for executives against peer companies and recommendations for named executive officer pay;
 
 
 
 
  providing advice to the Compensation Committee on governance best practices as well as any other areas of concern or risk;
 
 
 
 
  serving as a resource to the Compensation Committee Chair for meeting agendas and supporting materials in advance of each meeting; and
 
 
 
 
  advising the Compensation Committee on management’s pay recommendations.
 
 
 
 
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Role of Management in Compensation Decisions
The CEO makes recommendations to the Compensation Committee concerning the compensation of the named executive officers (other than himself) and other senior management. In addition, the CEO and Chief Financial Officer (“CFO”) are involved in setting the business goals that are used as the performance goals for the annual incentive plan and
long-term
performance units, subject to the Compensation Committee’s approval. The CEO and CFO work closely with the Compensation Committee, Aon and management to (i) ensure that the Compensation Committee is provided with the appropriate information to make its decisions, (ii) propose recommendations for the Compensation Committee’s consideration and (iii) communicate the Compensation Committee’s decisions to management for implementation. None of the named executive officers, however, play a role in determining their own compensation and are not present at executive sessions in which their pay is discussed, recommended or approved.
Determination of CEO Pay
In an executive session without management present, the Compensation Committee reviews and evaluates CEO compensation. The Compensation Committee reviews competitive market data, and both corporate financial performance and individual performance. Pay recommendations for the CEO, including base salary, incentive payments for the previous year, and equity grants for the current year, are presented to the independent members of the Board. During an executive session of the Board, the Board conducts its own review and evaluation of the CEO’s performance.
Peer Companies and Competitive Benchmarking
For 2019, the Compensation Committee commissioned Aon to conduct an annual total compensation study for executive officer and key manager positions. The Compensation Committee reviewed competitive market data to gain a comprehensive understanding of market pay practices, and combined that information with its discretion to consider experience, tenure, position, and individual contributions to assist with individual pay decisions (i.e., salary adjustments, target bonus, and
long-term
incentive grants).
The peer group for 2019 consisted of the following companies:
     
Boyd Gaming Corporation
 
Hyatt Hotels Corporation
     
Caesars Entertainment Corporation*
 
Penn National Gaming, Inc.
     
Choice Hotels International, Inc.
 
Pinnacle Entertainment, Inc.
     
Churchill Downs Incorporated
 
Red Rock Resorts, Inc.
     
Golden Entertainment, Inc.
 
Vail Resorts, Inc.
 
  On June 24, 2019, we entered into an agreement and plan of merger to consummate a strategic combination with Caesars Entertainment Corporation.
 
The primary criteria used for peer group development included:
  Companies from the gaming, casino and hospitality industries;
 
  Annual revenues within approximately 0.4x to 3x our annual revenues;
 
  Market cap within approximately 0.2x to 5x our market cap; and
 
  Peer companies used by our peer companies, as disclosed in their respective CD&As.
 
Elements of Our Compensation Program
Our executive officer compensation program consists of three core elements: base salary, the annual bonus plan (cash-based), and the long-term incentive program (equity-based).
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Base salaries are intended to help us compete for and retain quality executives and to compensate the named executive officers for their
day-to-day
services. Annual incentive compensation is designed to motivate the named executive officers to achieve
shorter-term
company-wide
financial goals.
Long-term
equity-based
awards are designed to encourage the achievement of
longer-term
performance goals and create an ownership culture focused on
long-term
value creation for our stockholders. We also provide executives with access to retirement and health and welfare programs, on the same terms and conditions as those made available to salaried employees generally. Our targeted pay mix (salary vs.
performance-based
incentive pay) reflects a combination of competitive market conditions and strategic business needs. The degree of
performance-based
incentive pay (“at risk” compensation) and total compensation opportunities generally increase with an executive’s responsibility level. Competitive pay practices are reviewed annually by the Compensation Committee.
Total Compensation Opportunity
For 2019, the Compensation Committee approved pay adjustments to align NEO total compensation opportunities closer to the 50th percentile, based on a review of independent peer company market data from Aon. The Compensation Committee considered the impact of our 2018 acquisition of Tropicana Entertainment and the significant role promotions for Mr. Reeg and Mr. Anthony Carano during their deliberations.
Chief Executive Officer                                             Average of Other NEOs
 
 
At-Risk
Performance-Based Pay = 82%                                    
At-Risk
Performance-Based Pay = 74%
Base Salary
The Compensation Committee believes that base salary levels should recognize the skill, competency, experience and performance an executive brings to his position. The Compensation Committee determines base salaries using both competitive market data from Aon’s annual study and a comprehensive assessment of relevant factors such as experience level, value to stockholders, responsibilities, future leadership potential, critical skills, individual contributions and performance, economic conditions, and the market demands for similar talent.
For 2019, the Compensation Committee reviewed market values from the annual total compensation study presented by Aon in the Fall of 2018. In addition, the Compensation Committee reviewed with Aon the impact to competitive market values of our 2017 Isle of Capri acquisition, our 2018 Tropicana Entertainment acquisition, and the significant promotions for Mr. Reeg and Mr. Anthony Carano, both effective January 1, 2019.
Based on the Compensation Committee’s thorough review of independent market data, the following 2019 base salaries were approved to move all of our NEOs closer to the competitive 50th percentile of our peers and to account for substantial leadership promotions for Mr. Reeg and Mr. Anthony Carano.
                 
Executive Name
 
2018 Annual Base Salary ($)
 
 
2019 Annual Base Salary ($)
 
Gary L. Carano (1)
   
1,100,000
     
1,100,000
 
Thomas R. Reeg (2)
   
900,000
     
1,600,000
 
Anthony L. Carano (2)
   
700,000
     
1,000,000
 
Edmund L. Quatmann, Jr.
   
545,000
     
600,000
 
Bret Yunker (3)
   
N/A
     
750,000
 
 
 
(1) Mr. Gary L. Carano’s salary did not change upon his move to Executive Chairman of the Board.
 
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(2) Increases account for substantial leadership promotions, resulting in increased authority and responsibilities and competitive total compensation market values vs. peer companies.
 
(3) Mr. Yunker’s employment with us began on May 2, 2019, and his base salary for 2019 was
pro-rated
to his start date.
 
Annual Incentives (Cash-Based Bonus Plan)
The goals under our annual incentive plan are designed to be
straight-forward
in order to focus participants on clearly measurable metrics, balance corporate and property performance by individual participants, and implement the appropriate level of upside/downside reward potential.
Under our annual incentive plan, our named executive officers have the opportunity to earn annual cash incentives based on the attainment of critical performance criteria. Performance targets are set annually at the start of the applicable fiscal year. Consistent with the review of Aon’s independent market data discussed in the Base Salary section above, the Compensation Committee approved the following changes to annual incentive target opportunities for 2019. The approved changes closed various competitive gaps for our NEOs caused by recent large acquisitions and significant promotions of Mr. Reeg and Mr. Anthony Carano.
                 
Executive Name
 
2018 Target Annual Incentive
Opportunity as Percentage of Base
Salary
 
 
2019 Target Annual Incentive
Opportunity as Percentage of Base
Salary
 
Gary L. Carano (1)
   
125%
     
125%
 
Thomas R. Reeg
   
100%
     
150%
 
Anthony L. Carano
   
100%
     
125%
 
Edmund L. Quatmann, Jr.
   
50%
     
75%
 
Bret Yunker (2)
   
N/A
     
100%
 
 
(1) Mr. Gary L. Carano’s target did not change upon his move to Executive Chairman of the Board.
 
(2) Mr. Yunker’s employment with us began on May 2, 2019.
 
Annual incentive awards are based on achievement of Adjusted EBITDA. Adjusted EBITDA was utilized as the sole performance metric because the Compensation Committee believes that it most accurately reflects our results of operations and represents a key performance metric in the gaming/casino industry.
Adjusted EBITDA is a non-GAAP financial measure. A reconciliation to the most directly comparable GAAP measure and other information can be found on page 59 of the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2020
.
With respect to the Adjusted EBITDA financial metric, performance levels for threshold and maximum bonus opportunities were 90% and 120%, respectively, of target level. The following table sets forth the threshold, target, and maximum levels, as well as the actual level of achievement attained, under the 2019 annual incentive plan:
             
Performance Level
 
Performance 
Requirement
 
Corporate Adjusted
EBITDA(‘000’s)
 
Threshold
 
90% of target goal
   
$651,248
 
Target
 
100% of target goal
   
$723,609
 
Maximum
 
120% of target goal
   
$868,331
 
Actual for 2019
 
96.5% of target goal
   
$698,064
 
 
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Payout opportunities range from 50% to 200% of the NEO’s target annual bonus opportunity, depending on actual performance achievement (payouts for performance between performance levels is interpolated on a straight-line basis). The following table sets forth the potential and actual payout amounts for each NEO under the 2019 annual incentive plan:
                                                 
Performance Level
 
Payout
Opportunity (as
percentage of
each NEO’s
Target Award)
 
 
Gary L. Carano
Payout
Amount($)
 
 
Thomas R.
Reeg
Payout
Amount($)
 
 
Anthony
L. Carano
Payout
Amount($)
 
 
Edmund L.
Quatmann,
Jr.
Payout
Amount($)
 
 
Bret Yunker
Payout
Amount($)(1)
 
Threshold
   
50
%    
687,500
     
1,200,000
     
625,000
     
225,000
     
375,000
 
Target
   
100
%    
1,375,000
     
2,400,000
     
1,250,000
     
450,000
     
750,000
 
Maximum
   
200
%    
2,750,000
     
4,800,000
     
2,500,000
     
900,000
     
1,500,000
 
Actual (2)
   
82.5
%    
1,134,375
     
1,980,000
     
1,031,250
     
371,250
     
412,500
 
 
(1) Mr. Yunker’s payout opportunity was
pro-rated
based on his start date of May 2, 2019.
 
(2) Payout based on 96.5% adjusted EBITDA achievement.
 
Long-Term
Incentives
Our 2015 Equity Incentive Plan (as amended and restated, the “Plan”) allows us to grant incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards, other
stock-based
awards, and performance compensation awards. The Compensation Committee utilizes long-term incentive value of 50% restricted stock units (“RSUs”) with three-year cliff vesting to
re-enforce
retention objectives and 50% performance-based RSUs to
re-enforce
our strategic business plan (“PSUs”).
2019 Regular Equity Grants
Consistent with the independent competitive market data review discussed earlier for salary and annual incentives, the Compensation Committee approved increases to long-term incentive targets to move our NEOs closer to the 50th percentile for total compensation opportunity and account for significant leadership promotions for Mr. Reeg and Mr. Anthony Carano.
The Compensation Committee set individual target long-term incentive award opportunities for the named executive officers that were based on a percentage of each NEO’s base salary as follows:
                 
Executive Name
 
2018 Target LTIP Opportunity as
Percentage of Base Salary
 
 
2019 Target LTIP Opportunity as
Percentage of Base Salary
 
Gary L. Carano (1)
   
230%
     
230%
 
Thomas R. Reeg
   
170%
     
300%
 
Anthony L. Carano
   
125%
     
200%
 
Edmund L. Quatmann, Jr.
   
80%
     
125%
 
Bret Yunker(2)
   
N/A
     
200%
 
 
 
(1) Mr. Gary L. Carano’s target did not change upon his move to Executive Chairman of the Board.
 
(2) Mr. Yunker’s employment with us began on May 2, 2019.
 
2019 Equity
On January 25, 2019, the Compensation Committee granted
long-term
incentive awards to the NEOs as follows:
                                 
Executive Name
 
RSUs
   
PSUs(1)
 
 
Units(#)
 
 
Grant Date
Value(2)
 
 
Units(#)
 
 
Grant Date
Value(2)
 
Gary L. Carano
   
31,121
    $
1,381,461
     
31,121
    $
1,381,461
 
Thomas R. Reeg
   
59,044
    $
2,620,963
     
59,044
    $
2,620,963
 
Anthony L. Carano
   
24,602
    $
1,092,083
     
24,602
    $
1,092,083
 
Edmund L. Quatmann, Jr.
   
9,225
    $
409,498
     
9,225
    $
409,498
 
Bret Yunker (3)
   
76,028
    $
3,675,194
     
15,228
    $
736,122
 
 
 
(1) Number of PSUs and corresponding values are shown in the table based on target level achievement. Actual number of PSUs and the value thereof that may be issued is subject to future determination based on the achievement of the applicable performance goals.
 
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(2) Represents the value of units based on $44.39 per share, which was our closing stock price as of the grant date, January 25, 2019. The value of Mr. Yunker’s units is based on $48.34 per share, which was our closing stock price as of the grant date, May 2, 2019.
 
(3) In May 2019, pursuant to his employment agreement, Mr. Yunker was granted an award of 60,800 Company RSUs which 50% vested on the
six-month
anniversary of Mr. Yunker’s employment start date and 50% vest on the
one-year
anniversary of his start date. In May 2019, Mr. Yunker was also granted time-based RSUs having an aggregate grant date fair value of $750,000 and performance-based RSUs having an aggregate grant date fair value of $750,000. Mr. Yunker’s time-based RSUs vest on the three-year anniversary of Mr. Yunker’s start date (May 2023). The performance-based RSU award is subject to a
two-year
performance period (2020 and 2021) and vests on the three-year anniversary of Mr. Yunker’s start date (May 2023).
 
Our regular
on-going
equity grants consist of 50% performance-based RSUs (PSU) and 50% time-based RSUs. The PSUs awarded in January 2019 are subject to a
two-year
performance period (2019 and 2020), with a
one-year
additional vesting requirement following the end of the performance period, resulting in a total vesting period of three years from the grant date. Performance achievement over the
two-year
performance period is measured by averaging the level of achievement of Adjusted EBITDA attained during each of 2019 and 2020. PSUs are earned as follows: 50% of the target number of PSUs will be earned at threshold performance, 100% of the target number of PSUs will be earned at target performance, and up to 200% of the target number of PSUs will be earned at maximum performance. No award is earned if performance falls below the threshold level. Following the end of the
two-year
performance period, the vesting of earned PSUs are subject to an additional
one-year
service condition.
We generally do not disclose forward-looking goals for our multi-year incentive programs, because the Company does not provide forward-looking guidance to our investors with respect to multi-year periods and it is competitively sensitive information. Consistent with our past and current practice, we will disclose multi-year performance goals in our regular programs in full after the close of the performance period.
 
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2018 Performance-Based RSUs Earned
The 2018 PSU grant was earned based on the
two-year
average payout for years 2018 and 2019. The
two-year
average payout achievement was 110% of target, as summarized in the table below:
                                                 
 
2018
 
2019
 
Performance
Level
 
Performance
Requirement
 
Performance
Payout
 
 
Corporate
Adjusted
EBITDA(‘000’s)
 
 
Performance
Level
 
 
Performance
Requirement
 
Performance
Payout
 
 
Corporate
Adjusted
EBITDA(‘000’s)
 
Threshold
 
90% of target goal
   
50
%   $
380,266
     
Threshold
   
90% of target goal
   
50
%   $
651,248
 
Target
 
100% of target goal
   
100
%   $
422,518
     
Target
   
100% of target goal
   
100
%   $
723,609
 
Maximum
 
120% of target goal
   
200
%   $
507,022
     
Maximum
   
120% of target goal
   
200
%   $
868,331
 
Actual for 2018
 
107.5% of target goal
   
137.5
%   $
454,331
     
Actual for 2019
   
96.5% of target goal
   
82.5
%   $
698,064
 
Payout opportunities range from 50% to 200% of the NEO’s target annual bonus opportunity, depending on actual performance achievement (payouts for performance between performance levels is interpolated on a straight-line basis)
                 
Executive Name
 
2018 PSUs(1)
 
 
Target Units(#)
 
 
Earned Units(#)
 
Gary L. Carano
   
38,902
     
42,792
 
Thomas R. Reeg
   
23,525
     
25,877
 
Anthony L. Carano
   
13,454
     
14,799
 
Edmund L. Quatmann, Jr.
   
6,704
     
7,374
 
(1) Represents 2018 PSUs at 110.0% of target payout level based upon the average of our performance in 2018 at 137.5% and 2019 at 82.5% valued at $59.64 per share, which was our closing stock price as of December 31, 2019. These PSUs are eligible to vest on January 1, 2021.
Employment Agreements
In order to provide continuity and stability in leadership, we have entered into employment agreements with each of our named executive officers. There are a number of strategic objectives that we expect to achieve by entering into employment agreements with our named executive officers, including: attracting talented executives; intending to limit potential liability from the termination of executives by paying severance in consideration for a release of claims in the event that we elect to terminate the executive without cause; providing an effective retention mechanism; and providing effective and comprehensive protection of our strategic plans, intellectual property and human capital.
Please see “
Potential Payments Upon Termination or Change in Control
” for more information on the amounts to which each named executive officer is entitled in the event that his employment is terminated.
Other Compensation
Retirement and Benefit Programs
The named executive officers are eligible to participate in various benefit plans, including 401(k), health insurance, life insurance and short and long-term disability plans that are generally available to all salaried employees.
Perquisites
It is our intent to continually assess business needs and evolving market practices to ensure that perquisite offerings are competitive and in the best interest of our stockholders. For more information on perquisites, see the footnotes to the “All Other Compensation” column of the Summary Compensation Table. The named executive officer employment agreements provide for perquisites consisting of financial planning and tax preparation fees of $6,750 ($10,000 for Mr. Gary L. Carano) per year, and an annual executive physical of up to $3,000. Effective January 1, 2018, in conjunction with a competitive review of our health and welfare benefit arrangements, we began paying short and long-term disability and life insurance premiums for the named executive officers.
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Certain executive officers, as designated by the Chief Executive Officer, are approved to use the aircraft we lease through an arrangement with NetJets, Inc. for personal travel on a limited basis. The Board believes this limited benefit is an appropriate method to provide the executive officers with an occasional convenient way to integrate work and personal responsibilities.
As an owner and operator of full-service hotels, we are able to provide certain perquisites relating to hotel and hotel-related services to the NEOs at little or no additional cost to us.
Equity Grant Practices
The Compensation Committee’s procedure for timing of equity awards helps to provide assurance that grants are not timed to result in favorable pricing for executives. Generally, equity awards are granted by the Compensation Committee as a dollar value from which the number of shares awarded is determined based on the prior
20-day
average stock price. Board and committee meeting schedules and award decisions are made without regard to the timing of our SEC filings or press releases. Annual equity awards are generally granted on the 4
th
Friday in January and
non-annual
awards are generally granted on the date approved by the Compensation Committee or, in the case of new hires, pursuant to the terms of an employment agreement.
Stock Ownership Guidelines
The Compensation Committee and the Board encourage executives to implement our business strategies and initiatives from the perspective of a shareholder and, to this end, encourage executives to maintain a meaningful equity stake in the Company. To that end, we maintain the following minimum stock ownership guidelines for our named executive officers:
         
Position
 
Multiple of Base Salary
 
CEO
   
5x
 
COO
   
4x
 
Other NEOs
   
2x
 
 
 
Each of the executive officers have until the later of five years from implementation of the stock ownership guidelines or five years from the executive’s date of hire or promotion to a new role to achieve his minimum stock ownership. Once achieved, the Board expects the NEOs to comply with the applicable minimum stock ownership guideline for as long as they are subject to the guidelines.
In addition, we have minimum stock ownership guidelines for our
non-employee
directors. The stock ownership guidelines require our
non-employee
directors to hold shares of our common stock with a minimum value equal to 5x the director’s annual cash-based retainer fee. Prior to achievement of the minimum stock ownership guideline, RSU grants will vest immediately; however, settlement will be mandatorily deferred until termination of Board service. After minimum stock ownership is achieved, unless the director voluntarily elects to defer settlement of the RSUs, the RSUs will vest and be settled immediately at the time of grant.
Non-employee
directors have five years to achieve their minimum stock ownership. Once achieved, the Board expects
non-employee
directors to maintain their stated guideline for as long as they are subject to the guidelines.
Clawback/Recoupment
Pursuant to the terms of our Clawback and Recoupment Policy, in the event of an accounting restatement of our financial statements due to a material noncompliance with any financial reporting requirements under any applicable security law(s), our Board may require an executive officer to reimburse, repay or forfeit any excess incentive compensation paid or granted to, or received or earned by, such executive officer during the three-year period preceding the publication of the restatement. In each instance, our Board, in its reasonable business judgment, will determine whether and the extent to which to pursue such reimbursement, repayment or forfeiture from each such executive officer, based on those factors that our Board believes to be reasonable and appropriate.
Additionally, employment agreements with our NEOs provide that we may recover compensation that is subject to recovery under, or required to be recovered by, applicable law, government regulation or stock exchange listing requirements. Further, the award agreements governing equity awards granted to our executive officers under our long-term incentive plan provide for recoupment of those awards in accordance with or as required by applicable government regulation, stock exchange listing requirements, or other applicable law, or pursuant to any applicable clawback policy of ours, including our Clawback and Recoupment Policy described above.
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Table of Contents
Compensation Risk Assessment
It is the responsibility of the Compensation Committee to review our policies and practices related to compensation in the context of their potential encouragement of excessive
risk-taking
behavior. The Compensation Committee has worked closely with Aon to design a
performance-based
compensation system that supports our objective to align stockholder and management interests, supports our strategic business plan, and mitigates the possibility of executives taking unnecessary or excessive risks that would adversely impact us. The following factors mitigate the risk associated with our compensation programs:
  The Compensation Committee approves and, in some instances, the Board ratifies, short and
long-term
performance objectives for our incentive plans, which we believe are appropriately aligned with stockholder value;
 
 
  The Compensation Committee’s discretion to modify final payouts under both short and
long-term
incentive plans;
 
 
  The use of
company-wide
performance metrics for both the short and
long-term
incentive programs ensures that no single executive has complete and direct influence over outcomes, encouraging decision making that is in the best
long-term
interest of stockholders;
 
 
  The use of equity and cash opportunities with vesting periods to foster retention and alignment of our executives’ interests with those of our stockholders;
 
 
  Capping the potential payouts under both short and
long-term
incentive plans to eliminate the potential for any windfalls; and
 
 
  The use of competitive general and
change-in-control
severance arrangements help to ensure that employees continue to work toward the stockholders’ best interests in light of potential employment uncertainty.
 
 
Based on a review of these factors, the Compensation Committee believes that its current compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.
Certain Tax and Accounting Considerations – Section 162(m)
Under Section 162(m), the Company is generally prohibited from deducting certain forms of compensation in excess of $1,000,000 paid to our “covered employees” as defined in Section 162(m) which, prior to its amendment, included our CEO and three other most highly compensated executive officers (other than the CFO). An exception to this $1,000,000 deduction limitation was available with respect to compensation that qualified as “performance-based compensation” under Section 162(m), which required compliance with certain requirements set forth in Section 162(m) and the applicable regulations.
As a result of the Tax Cuts and Jobs Act that went into effect on December 22, 2017, this exception for performance-based compensation is no longer available for taxable years beginning after December 31, 2017, unless such compensation qualifies for certain transition relief contemplated in the legislation for certain written contracts in place as of November 2, 2017. Therefore, certain compensation paid to our covered employees in the future that may have originally been designed with the intent that such amounts qualify as performance-based compensation will not be deductible unless such plans are determined to qualify for transition relief. Because of ambiguities and uncertainties as to the scope of the transition relief available, no assurances with respect to the deductibility of such compensation can be made. In addition, beginning in 2018, the definition of “covered employees” will include any individual who served as the CEO or CFO at any time during the taxable year and the three other most highly compensated officers (other than the CEO and CFO) for the taxable year, and once an individual becomes a covered employee for any taxable year beginning after December 31, 2016, that individual will remain a covered employee for all future years.
The Compensation Committee continues to retain the discretion not to limit executive compensation to the amount deductible under Section 162(m) of the Code. The Compensation Committee may approve (and, for 2019, did approve) compensation that will not be deductible in order to ensure competitive levels of total compensation for the named executive officers, or for other reasons, if the Compensation Committee determines it is in the best interests of the Company to do so.
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Table of Contents
Compensation Committee Report
Our Compensation Committee is composed of four independent directors, each of whom meets the independence requirements of NASDAQ listing standards and the rules and regulations of the SEC. The Compensation Committee has reviewed and discussed the CD&A section of this Annual Report on Form
10-K/A
with management. Based on such review and discussion, the Compensation Committee has recommended to the Board that the CD&A section be included in this Annual Report on Form
10-K/A.
THE COMPENSATION COMMITTEE:
James B. Hawkins
Gregory J. Kozicz
Michael E. Pegram
Roger P. Wagner
Notwithstanding anything to the contrary herein, the report of the Compensation Committee included in this Annual Report on Form
10-K/A
shall not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report on Form
10-K/A
into any filing under the Securities Act of 1933, as amended, or under the Exchange Act, except to the extent the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such acts.
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee is, or during 2019 was, or has previously been, an officer or employee of us or our subsidiaries. During 2019, no member of the Compensation Committee had any direct or indirect material interest in a transaction or a business relationship with us that would require disclosure under the rules of the SEC relating to disclosure of related party transactions. In 2019, none of our executive officers served on the board of directors or compensation committee of any entity that had one or more of its executive officers serving on our Board or the Compensation Committee.
Summary Compensation Table
The following table summarizes the total compensation paid to or earned by each of our named executive officers for the fiscal years ended December 31, 2017, 2018 and 2019, and reflects positions held on December 31, 2019.
                                                         
Name and
Principal Position
 
Year
 
 
Salary ($)
 
 
Bonus($)(1)
 
 
Stock
Awards($)(2)
 
 
Non-Equity
Incentive Plan
Compensation($)(3)
 
 
All Other
Compensation($)(4)
 
 
Total ($)
 
Gary L. Carano
   
2019
     
1,100,000
     
—  
     
2,762,932
     
1,134,375
     
51,301
     
5,048,598
 
Executive Chairman
   
2018
     
1,100,000
     
—  
     
2,530,000
     
1,890,625
     
67,768
     
5,588,393
 
of the Board
   
2017
     
950,000
     
—  
     
1,900,000
     
1,102,000
     
7,660
     
3,959,660
 
Thomas R. Reeg
   
2019
     
1,600,000
     
—  
     
5,241,926
     
1,980,000
     
67,768
     
8,899,694
 
Chief Executive
   
2018
     
900,000
     
—  
     
4,730,000
     
1,237,500
     
38,474
     
6,905,974
 
Officer
   
2017
     
850,000
     
3,000,000
     
3,105,000
     
986,000
     
3,030
     
7,944,030
 
Bret Yunker
   
2019
     
499,315
     
—  
     
4,411,315
     
412,500
     
7,081
     
5,330,211
 
Chief Financial
   
2018
     
—  
     
—  
     
—  
     
—  
     
—  
     
—  
 
Officer
   
2017
     
—  
     
—  
     
—  
     
—  
     
—  
     
—  
 
Anthony L. Carano
   
2019
     
1,000,000
     
—  
     
2,184,166
     
1,031,250
     
38,474
     
4,253,889
 
President and Chief
   
2018
     
700,000
     
—  
     
2,875,000
     
962,500
     
42,905
     
4,580,405
 
Operating Officer
   
2017
     
575,000
     
—  
     
975,000
     
667,000
     
5,505
     
2,222,505
 
Edmund L. Quatmann, Jr.
   
2019
     
600,000
     
—  
     
818,996
     
371,250
     
42,905
     
1,833,150
 
Exec. Vice President,
   
2018
     
545,000
     
—  
     
436,000
     
374,688
     
7,081
     
1,362,769
 
Chief Legal Officer and Secretary
   
2017
     
350,000
     
500,000
     
200,000
     
204,015
     
989,116
     
2,243,131
 
 
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Table of Contents
 
 
(1) In 2017, Mr. Reeg received a $3,000,000 special cash bonus in connection with the consummation of the acquisition of Isle of Capri. In 2017, Mr. Quatmann received a $500,000 cash bonus in connection with entering into his employment agreement.
 
 
(2) Amounts shown represent the aggregate grant date fair value of RSUs and PSUs computed in accordance with Accounting Standards Codification 718. For a discussion of valuation assumptions, see Note 15 in our Notes to Consolidated Financial Statements included in our Annual Report on Form
 10-K
filed with the SEC on February 28, 2020. At the grant date, we believed that it was probable that the performance criteria applicable to the PSUs would be met at target level and that each individual will remain employed through the date of grant. Accordingly, the full value of awards granted has been included at 100% of target for all years shown. The maximum number of PSUs eligible to vest is equal to 200% of the target award. Assuming maximum level of achievement of the applicable performance conditions, the grant date fair value of the PSU awards granted to Messrs. Gary L. Carano, Reeg, Anthony L. Carano, Quatmann and Yunker during 2019 was $2,762,922, $5,241,926, $2,184,166, $818,996 and $1,472,243, respectively.
 
 
Once PSUs are earned, they vest and become payable at the end of an additional vesting period. The PSUs awarded in January 2017, 2018 and 2019 are each subject to a
two-year
performance period (2017 and 2018), (2018 and 2019) and (2019 and 2020), respectively, with a
one-year
additional vesting requirement, resulting in a total vesting period of three years from the grant date. Performance achievement over the
two-year
performance period is measured by averaging the level of achievement attained during each year of the applicable performance period. PSUs are earned as follows: 50% of the target number of PSUs will be earned at threshold performance, 100% of the target number of PSUs will be earned at target performance, and up to 200% of the target number of PSUs will be earned at maximum performance. No award is earned if performance falls below the threshold level. Following the end of the applicable performance period, the vesting of earned PSUs is subject to an additional
one-year
service condition. The PSUs granted in 2017 were deemed to be achieved at 126.75% of target based upon the average of our performance in 2017 at 116.0% and 2018 at 137.5% and the PSUs granted in 2018 were deemed to be achieved at 110.0% of target based upon the average of our performance in 2018 at 137.5% and 2019 at 82.5%.
For Messrs. Anthony L. Carano and Reeg, the value of stock awards shown for 2018 also includes the special equity grant made in October 2018 and described in “Compensation Discussion and Analysis.” For Mr. Yunker, the value of stock awards also includes the restricted stock unit grant made in connection with his commencement of employment with us.
(3) Amounts shown for 2017, 2018 and 2019 represent the amounts earned under our annual bonus plan in respect of performance achieved during the applicable year.
 
 
(4) All other compensation for 2019 consisted of the following:
 
 
                                                 
Name
 
Life
Insurance
Premiums($)
 
 
Long-Term
Disability($)
 
 
Use of
Corporate
Jet($)(1)
 
 
401(k)
Match($)
 
 
Estate
Planning
and Tax
Services($)
 
 
Total($)
 
Gary L. Carano
   
1,056
     
1,948
     
33,238
     
8,400
     
6,659
     
51,301
 
Thomas R. Reeg
   
1,056
     
1,948
     
56,364
     
8,400
     
—  
     
67,768
 
Anthony L. Carano
   
1,056
     
1,948
     
35,470
     
—  
     
—  
     
38,474
 
Edmund L. Quatmann, Jr.
   
1,056
     
1,948
     
30,001
     
8,400
     
1,500
     
42,905
 
Bret Yunker
   
704
     
1,299
     
2,482
     
2,596
     
—  
     
7,081
 
 
 
(1) The amount disclosed for Messrs. Gary L. Carano, Reeg and Anthony L. Carano, Quatmann and Yunker reflects the aggregate incremental cost to the Company of providing Messrs. Gary L. Carano, Reeg and Anthony L. Carano, Quatmann and Yunker with certain personal use of an aircraft leased through NetJets. This cost is calculated based on the applicable hourly rate charged to the Company by NetJets.
 
 
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Table of Contents
Grant of Plan Based Awards Table
The following table sets forth information regarding the grant of
plan-based
awards made during 2019 to the named executive officers.
                                                                         
 
 
 
Estimated possible payouts
under
non-equity
incentive plan awards(1)
   
Estimated possible payouts
under equity
incentive plan awards
   
All other
stock
awards:
Number
of shares
of stock
 
 
Grant
date fair
value of
stock
 
Name
 
Grant
date
 
 
Threshold
($)
 
 
Target
($)
 
 
Maximum
($)
 
 
Threshold
(#)
 
 
Target
(#)
 
 
Maximum
(#)
 
 
or units
(#)
 
 
awards
(2)($)
 
Gary L. Carano
   
N/A
     
687,500
     
1,375,000
     
2,750,000
     
     
     
     
     
 
Time-based
   
1/25/2019
     
     
     
     
     
     
     
31,121
     
1,381,461
 
Performance-based
   
1/25/2019
     
     
     
     
15,561
     
31,121
     
62,242
     
     
1,381,461
 
Thomas R. Reeg
   
N/A
     
1,200,000
     
2,400,000
     
4,800,000
     
     
     
     
     
 
Time-based
   
1/25/2019
     
     
     
     
     
     
     
59,044
     
2,620,963
 
Performance-based
   
1/25/2019
     
     
     
     
29,522
     
59,044
     
118,088
     
     
2,620,963
 
Anthony L. Carano
   
N/A
     
625,000
     
1,250,000
     
2,500,000
     
     
     
     
     
 
Time-based
   
1/25/2019
     
     
     
     
     
     
     
24,602
     
1,092,083
 
Performance-based
   
1/25/2019
     
     
     
     
12,301
     
24,602
     
49,204
     
     
1,092,083
 
Edmund L. Quatmann, Jr
   
N/A
     
225,000
     
450,000
     
900,000
     
     
     
     
     
 
Time-based
   
1/25/2019
     
     
     
     
     
     
     
9,225
     
409,498
 
Performance-based
   
1/25/2019
     
     
     
     
4,613
     
9,225
     
18,450
     
     
409,498
 
Bret Yunker
   
N/A
     
375,000
     
750,000
     
1,500,000
     
     
     
     
     
 
Time-based
   
5/2/2019
     
     
     
     
     
     
     
15,228
     
736,122
 
Performance-based
   
5/2/2019
     
     
     
     
7,614
     
15,228
     
30,456
     
     
736,122
 
Time-based
   
5/2/2019
     
     
     
     
     
     
     
60,800
     
2,939,072
 
 
 
(1) See the 2019
‘Non-Equity
Incentive Plan Compensation’ column of the “Summary Compensation Table” for the actual annual cash bonus paid to the named executive officers in respect of 2019 performance.
 
(2) Represents the aggregate grant date fair value of RSUs and PSUs granted during 2019 computed in accordance with ASC 718. The maximum payout for the PSUs is 200% of the target award. Once the PSUs have been earned based on performance, they will vest and become payable at the end of the additional
one-year
vesting period. At the grant date, we believed that it was probable that the performance criteria would be met at target level and that each individual would remain employed through the end of the additional
one-year,
service-based vesting period. Accordingly, the full value of awards granted has been included at 100% of target. Assuming maximum level of achievement of the applicable performance conditions, the grant date fair value of the PSU awards granted to Messrs. Gary L. Carano, Reeg, Anthony L. Carano, Quatmann and Yunker was $2,762,922, $5,241,926, $2,184,166, $818,996 and $1,472,243, respectively.
 
Narrative Disclosure to Summary Compensation Table and Grants of
Plan-Based
Awards Table
The Company is party to employment agreements with each of the NEOs. On October 1, 2018, in connection with the change in management structure, the Company entered into amendments to the employment agreements between the Company and each of Messrs. Reeg, Gary L. Carano and Anthony L. Carano. These amendments became effective January 1, 2019. On February 1, 2019, the Company entered into an employment agreement with Mr. Yunker, and he began employment with the Company on May 2, 2019.
The description below reflects the terms of each NEO’s employment agreement in effect during 2019.
Each NEO’s employment agreement has a three-year term with automatic
one-year
renewals unless a notice of
non-renewal
was provided by either party at least three months before the scheduled renewal date. The expiration date of the current term of employment for each of the NEOs under the employment agreements is January 1, 2022 for Messrs. Gary L. Carano, Reeg, Anthony L. Carano and Quatmann, and May 2, 2022 for Mr. Yunker. If a “change in control” (as defined in the agreements) occurs during the term of the named executive officer’s agreement, the term of such agreement will be extended to the second year following such change of control, subject to automatic renewal for subsequent periods.
In the event of a termination of Mr. Gary L. Carano’s and Mr. Reeg’s employment without “cause” or if either of them terminates his employment for “good reason” (each as defined in their agreements), then such executive would be entitled to receive (i) a
lump-sum
payment equal to 1.5 times the sum of his base salary and annual incentive award target, or 2.99 times such amount in the event of such a termination within two years following a change in control, (ii) a
lump-sum
payment of a prorated portion of his actual annual incentive award for the year of termination, if any, or a prorated portion of his annual incentive award at target level in the event of such a termination within two years following a change in control, (iii) a
lump-sum
payment equal to 18 months of health benefits coverage, or 24 months if such a termination is within two years following a change in control, and (iv) if such termination is not in connection with a change in control, outplacement services for no more than 18 months and in an amount not to exceed $15,000 in the aggregate.
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Table of Contents
With respect to each of the other executives’ agreements, in the event that we terminated the executive’s employment without “cause” or if such executive terminated his employment for “good reason” (each as defined in the applicable executive’s agreement), such executive would be entitled to receive (i) his unpaid salary, accrued and unused vacation, and unreimbursed business expenses through the date of termination (the “Accrued Rights”), (ii) a
lump-sum
payment equal to 1.0 times the sum of such executive’s base salary and annual incentive award target (or 2.0 times such amount in the event of such a termination within two years following a change in control), (iii) a
lump-sum
payment of a prorated portion of such executive’s actual annual incentive award for the calendar year that includes the date of the termination, if any, or a prorated portion of such executive’s annual incentive award at target level in the event of such a termination within two years following a change in control, (iv) a
lump-sum
payment equal to 12 months of health benefits coverage (or 18 months if such a termination is within two years following a change in control), and (v) if such termination is not in connection with a change in control, outplacement services for no more than 12 months and in an amount not to exceed $10,000.
The agreements include
non-competition
and
non-solicitation
provisions that apply for 12 months (18 months for Mr. Gary L. Carano and Mr. Reeg) following the executive’s termination of employment.
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Table of Contents
Outstanding Equity Awards at Fiscal
Year-End
Table
The table below shows outstanding equity awards held by the named executive officers as of December 31, 2019.
                                                                                         
 
Option awards
   
 
 
 
 
Stock awards
 
Name
 
Number of
securities
underlying
unexercised
options (#)
exercisable
 
 
Number of
securities
underlying
unexercised
options (#)
unexercisable
 
 
Equity
incentive
plan
awards:
number of
securities
underlying
unexercised
unearned
options
(#)
 
 
Option
exercise
price
($)
 
 
Option
expiration
date
 
 
Number of
shares or
units of
stock that
have not
vested
(#)
 
 
 
 
Market
value
shares or
units of
stock that
have not
vested
(#)
 
 
Equity
incentive
plan awards:
number of
unearned
shares, units
or other
rights that
have not
vested
(#)
 
 
 
 
Equity
incentive
plan
awards:
market or
payout value
of unearned
shares, units
or other
rights that
have not
vested
($)
 
Gary L. Carano
   
     
     
     
     
     
74,304
     
(1
)    
4,431,491
     
     
     
 
   
     
     
     
     
     
58,623
     
(2
)    
3,496,276
     
     
     
 
   
     
     
     
     
     
42,792
     
(3
)    
2,552,115
     
     
     
 
   
     
     
     
     
     
38,902
     
(4
)    
2,320,115
     
     
     
 
   
     
     
     
     
     
     
     
     
28,398
     
(5
)    
1,693,657
 
   
     
     
     
     
     
31,121
     
(6
)    
1,856,056
     
     
     
 
Thomas R. Reeg
   
     
     
     
     
     
43,214
     
(1
)    
2,577,283
     
     
     
 
   
     
     
     
     
     
34,094
     
(2
)    
2,033,366
     
     
     
 
   
     
     
     
     
     
25,877
     
(3
)    
1,543,304
     
     
     
 
   
     
     
     
     
     
23,525
     
(4
)    
1,403,031
     
     
     
 
   
     
     
     
     
     
68,918
     
(7
)    
4,110,270
     
     
     
 
   
     
     
     
     
     
     
     
     
53,878
     
(5
)    
3,213,284
 
   
     
     
     
     
     
59,044
     
(6
)    
3,521,384
     
     
     
 
Anthony L. Carano
   
     
     
     
     
     
22,486
     
(1
)    
1,341,065
     
     
     
 
   
     
     
     
     
     
17,741
     
(2
)    
1,058,073
     
     
     
 
   
     
     
     
     
     
14,799
     
(3
)    
882,612
     
     
     
 
   
     
     
     
     
     
13,454
     
(4
)    
802,397
     
     
     
 
   
     
     
     
     
     
43,074
     
(7
)    
2,568,933
     
     
     
 
   
     
     
     
     
     
     
     
     
22,449
     
(5
)    
1,338,858
 
   
     
     
     
     
     
24,602
     
(6
)    
1,467,263
     
     
     
 
Edmund L. Quatmann, Jr.
   
22,520
     
     
    $
15.61
     
4/24/2024
     
9,368
     
(1
)    
558,708
     
     
     
 
   
     
     
     
     
     
7,374
     
(2
)    
439,785