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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.  )
 
 
Filed by the Registrant 
       Filed by a Party other than the Registrant 
Check the appropriate box:
 
Preliminary Proxy Statement
 
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
 
Definitive Proxy Statement
 
Definitive Additional Materials
 
Soliciting Material under
§240.14a-12
CAESARS ENTERTAINMENT, INC.
(Name of Registrant as Specified in its Charter)
 
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
 
No fee required.
 
Fee paid previously with preliminary materials.
 
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules
14a-6(i)(1)
and
0-11.
 
 
 


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I am pleased to invite you to our 2024 annual meeting of shareholders, which will be held on Tuesday, June 11, 2024 at 9:00 a.m. Pacific Time. Our annual meeting will be conducted in-person at the Eldorado Resort & Casino, 345 North Virginia Street, Reno, Nevada 89501. You will be able to vote your shares at the annual meeting.

 

Details regarding the business to be conducted at the annual meeting are more fully described in the accompanying Notice of Annual Meeting and Proxy Statement.

 

As permitted by the Securities and Exchange Commission, we are furnishing to shareholders our Notice of Annual Meeting, Proxy Statement, Proxy Card and Annual Report primarily over the internet. On or about May 2, 2024, we will mail to each of our shareholders (other than those who previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials containing instructions on how to access and review the proxy materials via the internet, and how to access the Proxy Card to vote on the internet or by telephone. The Notice of Internet Availability of Proxy Materials also contains instructions on how to receive, free of charge, paper copies of the proxy materials. If you received the notice, then you will not receive a paper copy of the proxy materials unless you request one.

 

Whether or not you plan to attend the meeting, it is important that your shares be represented and voted. After reading the Notice of Annual Meeting and Proxy Statement, please complete, sign and date your Proxy Card, and return it in the envelope provided.

 

On behalf of the officers and directors of Caesars Entertainment, Inc., I thank you for your interest in the company and hope that you will be able to attend our annual meeting. We appreciate your continued support.

 

 

 

 

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   Yours Truly,

 


   GARY L. CARANO

   Executive Chairman, Board of Directors

 

 







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NOTICE IS HEREBY GIVEN that the 2024 annual meeting of shareholders (the “Annual Meeting”) of Caesars Entertainment, Inc. (referred to herein as “us”, “we”, “Caesars” or the “Company”) will be held at the Eldorado Resort & Casino, 345 North Virginia Street, Reno, Nevada 89501, on Tuesday, June 11, 2024 at 9:00 a.m. Pacific Time, for the following purposes:

 

1.

To elect the ten (10) director nominees to our board of directors (the “Board of Directors”), each to serve as a director until the 2025 annual meeting of shareholders, or until such director’s respective successor is duly elected and qualified or, if earlier, until such director’s death, resignation or removal;

 

2.

To hold an advisory vote to approve named executive officer compensation;

 

3.

To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024;

 

4.

To approve the Caesars Entertainment, Inc. Second Amended and Restated 2015 Equity Incentive Plan;

 

5.

To consider and vote on a shareholder proposal requesting that the Board of Directors commission and disclose a report on the potential cost savings through the adoption of a smokefree policy for Caesars Entertainment properties; and

 

6.

To transact such other business as may properly come before the meeting or any adjournment of the meeting.

Shareholders entitled to notice of, and to vote at, the Annual Meeting will be determined as of the close of business on April 15, 2024, the record date fixed by the Board of Directors for such purposes. A list of these shareholders is available at our corporate offices and will be available at the Annual Meeting.

The accompanying proxy materials include instructions on how to participate in the Annual Meeting and how to vote your shares of the Company’s stock by attending the meeting. You will need to enter the 16-digit control number received with your Proxy or Notice of Internet Availability of Proxy Materials to vote during the meeting.

By order of the Board of Directors

Edmund L. Quatmann, Jr., Secretary

April 29, 2024

Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting to be held on June 11, 2024: Our Proxy Statement and Fiscal Year 2023 Annual Report to Shareholders are available at www.proxyvote.com. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THE ANNUAL MEETING. YOU MAY VOTE YOUR SHARES ELECTRONICALLY VIA THE INTERNET, BY TELEPHONE, BY MAIL, OR DURING THE ANNUAL MEETING. THE NOTICE OF ANNUAL MEETING, PROXY STATEMENT AND ANNUAL REPORT ARE AVAILABLE AT WWW.PROXYVOTE.COM. PLEASE CAREFULLY REVIEW THE PROXY MATERIALS AND FOLLOW THE INSTRUCTIONS ON THE PROXY CARD TO VOTE.

 


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AUDIT-RELATED MATTERS      64  
Audit Committee Report      64  
Policy on Audit Committee Pre-Approval      65  
Fees Paid to Auditors      65  
Independent Registered Public Accounting Firm’s Independence      66  
PROPOSAL 4 - APPROVAL OF THE CAESARS ENTERTAINMENT, INC. SECOND AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN      67  
PROPOSAL 5 - CONSIDERATION AND VOTE ON A SHAREHOLDER PROPOSAL REQUESTING THAT THE BOARD OF DIRECTORS COMMISSION AND DISCLOSE A REPORT ON THE POTENTIAL COST SAVINGS THROUGH THE ADOPTION OF A SMOKEFREE POLICY FOR CAESARS ENTERTAINMENT PROPERTIES      78  
OTHER INFORMATION      80  
Other Business      80  
Notice Regarding Abandoned Property Law of New York State      80  
Certain Relationships and Related Party Transactions      80  
Where to Find Additional Information      84  
Appendix A - Caesars Entertainment, Inc. Second Amended and Restated 2015 Equity Incentive Plan      A-1  
 

 

 

       
   

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This Proxy Statement is furnished in connection with the solicitation of proxies by the board of directors (the “Board”) of Caesars Entertainment, Inc. for use at the annual meeting of shareholders to be held on June 11, 2024 (the “Annual Meeting”).

As permitted by the Securities and Exchange Commission (the “SEC”), we are furnishing to shareholders our Notice of Annual Meeting, Proxy Statement, Proxy Card and Annual Report primarily over the internet. On or about May 2, 2024 we will mail to each of our shareholders (other than those who previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials containing instructions on how to access and review the proxy materials via the internet, and how to access the Proxy Card to vote on the internet or by telephone. The Notice of Internet Availability of Proxy Materials also contains instructions on how to receive, free of charge, paper copies of the proxy materials, including a paper copy of our annual report on Form 10-K with financial statements for the year ended December 31, 2023. If you received the notice, then you will not receive a paper copy of the proxy materials unless you request one.

This Proxy Statement and form of proxy are to be first sent to shareholders on or about the date stated on the accompanying Notice of Annual Meeting of Shareholders.

ABOUT CAESARS ENTERTAINMENT, INC.

Caesars Entertainment, Inc. (referred to herein as “us”, “we”, “Caesars” or the “Company”) (NASDAQ: CZR) is the largest casino-entertainment company in the U.S., and one of the world’s most diversified casino-entertainment providers.

Since its beginning in Reno, Nevada, in 1937, the Company has grown through development of new resorts, expansions and acquisitions. Caesars Entertainment, Inc.’s resorts operate primarily under the Caesars®, Harrah’s®, Horseshoe® and Eldorado® brand names. The Company offers gaming, entertainment and hospitality amenities, one-of-a-kind destinations and mobile and online gaming and sports betting experiences. All tied to its industry-leading Caesars Rewards loyalty program, the Company focuses on building value with its guests through a unique combination of impeccable service, operational excellence and technology leadership.

 

       
   

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PURPOSE OF THE MEETING

 

   
PROPOSAL

1

  

To Elect the Ten (10) Director Nominees to our Board, Each to Serve as a Director Until the 2025 Annual Meeting of Shareholders, or Until Such Director’s Respective Successor is Duly Elected and Qualified or, if Earlier, Until Such Director’s Death, Resignation or Removal.

 

LOGO  The Board recommends that shareholders vote FOR each director nominee.

 

The Board has nominated all ten (10) current directors, Gary L. Carano, Bonnie S. Biumi, Jan Jones Blackhurst, Frank J. Fahrenkopf, Kim Harris Jones, Don R. Kornstein, Courtney R. Mather, Michael E. Pegram, Thomas R. Reeg and David P. Tomick, to be elected to serve a one-year term until the annual meeting of shareholders in 2025 or until such director’s respective successor is duly elected and qualified or, if earlier, until such director’s death, resignation or removal.

 

• Nominees bring extensive expertise and relevant skills to drive the Company’s success

 

• Slate promotes diversity of viewpoints arising out of diverse experience, age and gender

 

   
PROPOSAL

2

  

To Approve, on an Advisory, Non-binding Basis, Named Executive Officer Compensation.

 

LOGO The Board recommends that shareholders vote FOR the approval of the compensation of the Company’s named executive officers, as disclosed in this proxy statement, on an advisory, non-binding basis.

 

We are providing shareholders with the opportunity to cast an advisory, non-binding vote on the compensation of our named executive officers as disclosed in this Proxy Statement, in accordance with Section 14A of the Securities Exchange Act of 1934, as amended.

 

   
PROPOSAL

3

  

To Ratify the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2024.

 

LOGO The Board recommends that shareholders vote FOR the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024.

 

Shareholders may vote to ratify the Audit Committee’s reappointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024.

 

   
PROPOSAL

4

  

To Approve the Caesars Entertainment, Inc. Second Amended and Restated 2015 Equity Incentive Plan.

 

LOGO The Board recommends that shareholders vote FOR the approval of the Second Amended and Restated 2015 Equity Incentive Plan.

 

Shareholders may vote to approve the Second Amended and Restated 2015 Equity Incentive Plan which, among other things, increases the number of shares available and extends the right to grant awards for ten years.

 

       

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2024 PROXY STATEMENT

   


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PROPOSAL

5

  

To Consider and Vote on a Shareholder Proposal Requesting that the Board of Directors Commission and Disclose a Report on the Potential Cost Savings Through the Adoption of a Smokefree Policy for Caesars Entertainment Properties.

 

LOGOThe Board recommends that shareholders vote AGAINST the shareholder proposal requesting that the Board of Directors commission and disclose a report on the potential cost savings through the adoption of a smokefree policy for Caesars Entertainment properties.

 

The Company has received a shareholder proposal requesting the Board of Directors commission and disclose a report on the potential cost savings through the adoption of a smokefree policy for Caesars Entertainment properties. The report, prepared at reasonable cost and omitting confidential and proprietary information, should be published within six months following the 2024 shareholders meeting.

 

       
   

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At the Annual Meeting, shareholders are being asked to elect ten (10) director nominees to our Board, each to serve as a director until the 2025 annual meeting of shareholders, or until such director’s respective successor is duly elected and qualified or, if earlier, until such director’s death, resignation or removal. Your Board believes that each of the ten nominees possesses the qualifications and attributes that are critical for effective oversight of the Company and are directly relevant to Caesars’ business, strategy and operations.

Each Director nominee who receives a majority of the votes cast (i.e., the number of shares voted FOR a Director nominee must exceed the number of shares voted AGAINST that Director nominee, excluding abstentions) will be elected a Director in an uncontested election. Shareholders may not vote their shares cumulatively in the election of directors.

Under our Corporate Governance Guidelines, in an uncontested election, any Director nominated for re-election who does not receive the requisite majority of FOR votes must submit an offer of resignation to the Board. The Nominating and Corporate Governance Committee must then consider all relevant facts and circumstances, including the Director’s qualifications, past and expected future contributions, the overall composition of the Board, and make a recommendation to the Board on the action to take with respect to the offer of resignation.

Shares represented by all proxies received by us and not marked to vote FOR, AGAINST, or ABSTAIN, for any individual director, or for all directors, will be voted FOR the election of all of the nominees named below. If for any reason any nominee is unable to accept the nomination or to serve as a director, an event not currently anticipated, the persons named as proxies reserve the right to exercise their discretionary authority to nominate someone else or to reduce the number of management nominees to such extent as the persons named as proxies may deem advisable.

 

       

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Gary L. Carano

Executive Chairman of the Board

Director since July 2020 (Director of ERI since September 2014)

   
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Bonnie S. Biumi

Audit Committee

Director since July 2020 (Director of ERI since May 2017)

   
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Jan Jones Blackhurst

Corporate Social Responsibility Committee (Chair)

Director since July 2020

   
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Frank J. Fahrenkopf

Nominating and Corporate Governance Committee (Chair)

Director since July 2020 (Director of ERI since September 2014)

   
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Kim Harris Jones

Board Member

Director Since April 2024

   

 

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Don R. Kornstein

Vice Chairman

Compensation Committee (Chair), Corporate Social Responsibility Committee,

and Nominating and Corporate Governance Committee

Director since July 2020

   

 

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Courtney R. Mather

Compensation Committee, Audit Committee, and Corporate Social Responsibility

Committee

Director since July 2020

   
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Michael E. Pegram

Compensation Committee

Director since July 2020 (Director of ERI since September 2014)

   
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Thomas R. Reeg

Chief Executive Officer

Director since July 2020 (Director of ERI since September 2014)

   

 

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David P. Tomick

Lead Independent Director

Audit Committee (Chair), Nominating and Corporate Governance Committee

Director since July 2020 (Director of ERI since September 2014)

 

       
   

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BOARD COMPOSITION AND NOMINATION PROCESS

OUR BOARD OF DIRECTORS

During 2023, our Board consisted of Gary L. Carano, Bonnie S. Biumi, Jan Jones Blackhurst, Frank J. Fahrenkopf, Don R. Kornstein, Courtney R. Mather, Michael E. Pegram, Thomas R. Reeg and David P. Tomick.

In April 2024, the Board expanded from nine to ten members and elected Kim Harris Jones as a member of the Board subject to all necessary regulatory approvals. Ms. Harris Jones was identified as a potential nominee by our Nominating and Corporate Governance Committee as part of a search performed with the assistance of a third-party search firm engaged by the Board. Each of the nominees for election is a current Director and, other than Ms. Harris Jones, was previously elected at the Company’s 2023 Annual Meeting of Shareholders.

Below is information as of April 15, 2024 concerning the business experience and qualifications of each of our 2024 director nominees.

 

       

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DIRECTOR NOMINEES

 

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  Age: 72

  Director Since: July 2020 (Director of

  ERI since September 2014)

  Committees: None

 

EXPERIENCE

Mr. Gary L. Carano has been Executive Chairman of our Board since July 2020 and was Executive Chairman of Eldorado Resorts, Inc. (“ERI”) from September 2014 until July 2020, and Chief Executive Officer of ERI from September 2014 until December 31, 2018, when he became Executive Chairman. 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 is the President and a member of the board of directors of Recreational Enterprises, Inc. (“REI”), a less than 5% shareholder of the Company and a partial owner of G PEG I, LLC, which owns and operates five casinos in the Reno and Carson City area. Mr. Gary L. Carano has served on a number of charitable boards and foundations in the state of Nevada. Mr. Gary L. Carano is Mr. Anthony L. Carano’s father.

QUALIFICATIONS

Mr. Gary L. Carano brings to the Board extensive experience in the gaming and hospitality industry and deep familiarity with the business of the Company.

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  Age: 62

  Director Since: July 2020 (Director
  of ERI since May 2017)

  Committees: Audit

 

EXPERIENCE

Ms. Biumi has served on the Board since July 2020 and served on the board of ERI from May 2017 until July 2020. Ms. Biumi was President and Chief Financial Officer of Kerzner International Resorts, a developer, owner and operator of destination resorts, casinos and hotels, from 2007 to 2012. Previously, she held senior level financial positions at NCL Corporation, Ltd., Royal Caribbean Cruises, Ltd., Neff Corporation, Peoples Telephone Company, Inc. and PricewaterhouseCoopers. Ms. Biumi was a member of the board of directors of Isle of Capri Casinos, Inc. from 2012 to 2017, Home Properties, Inc., from 2013 to 2015 and Retail Properties of America, Inc. from 2015 to 2021, all publicly traded companies, and Virgin Cruises Intermediate, a private company, from 2022 to 2023. Ms. Biumi serves on the board of Kite Realty Trust Group, a publicly traded company, and on the boards of Virgin Cruises Limited, a private company. She is a Certified Public Accountant.

QUALIFICATIONS

Ms. Biumi brings to the Board important perspectives with respect to leadership, financial and risk management and has extensive experience in corporate finance and accounting, investor relations, capital and strategic planning, mergers and acquisitions, as well as service on the boards of other public companies.

 

 

 

       
   

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  Age: 75

  Director Since: July 2020

  Committees: Corporate Social
  Responsibility (Chair)

 

EXPERIENCE

Ms. Jones Blackhurst has served on the Board since July 2020. Ms. Jones Blackhurst served as a director of Caesars Entertainment Corporation (“CEC”) from October 2019 until the merger in July 2020. Ms. Jones Blackhurst served as Executive Vice President, Public Policy, and Corporate Responsibility of CEC from May 2017 through September 2019. Ms. Jones Blackhurst also served as Executive Vice President of Communications and Government Relations of CEC from November 2011 until May 2017 and as Senior Vice President of Communications and Government Relations of CEC from November 1999 to November 2011. Ms. Jones also served as Executive Vice President of Communications and Government Relations of Caesars Entertainment Operating Company, Inc. (“CEOC”) from November 2011 until October 2017. Ms. Jones Blackhurst has over 20 years of experience in the gaming industry and has played a key role in innovating responsible gaming programs that are now used throughout the industry. Ms. Jones Blackhurst serves as the Chairwoman of the Public Education Foundation. She also became Chief Executive-In-Residence of the UNLV International Gaming Institute, where she was a popular faculty member and key player in the “Expanding the Leaderverse” initiative. She became Executive Director of the UNLV Black Fire Leadership Initiative in January 2021. She has also served as a board member of World Choice Investment, LLC since April 2023 and is on the board of directors of Esports Entertainment Group, Inc. since March 2022. Since February 2021, Ms. Jones Blackhurst has served as a director of Gaming & Hospitality Acquisition Corp. Prior to joining CEC, Ms. Jones Blackhurst served two terms as Mayor of Las Vegas, from 1991 until 1999.

QUALIFICATIONS

Ms. Blackhurst brings to the Board significant experience in corporate social responsibility matters, specifically within the gaming industry, including policies on responsible gaming and government relations experience.

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  Age: 84

  Director Since: July 2020 (Director
  of ERI since September 2014)

  Committees: Nominating and
  Corporate Governance (Chair)

 

 

EXPERIENCE

Mr. Fahrenkopf has served on the Board since July 2020 and served on the board of ERI from September 2014 until July 2020. 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 July 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 investment companies: Gabelli Equity Trust, Inc. (GAB), Gabelli Utility Trust (GUT), Gabelli Global Multimedia Trust (GGT), Gabelli Dividend and Income Trust (GDV), Gabelli Gold and Natural Resources and Income Trust (GGN), Gabelli Small & Midcap Value Fund (GGZ), Bancroft Fund (BCV), Ellsworth Growth & Income Trust (ECF) and four additional investment companies within the Gabelli Innovations Trust.

QUALIFICATIONS

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 public company director.

 

 

       

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  Age: 64

  Director Since: April 2024

  Committees: To Be Determined

 

EXPERIENCE

Ms. Harris Jones was elected to serve on the Board in April 2024. Ms. Harris Jones has served as Senior Vice President and Corporate Controller of Mondelez International from 2012 until she retired in 2015. Prior to that, she served as Senior Vice President and Corporate Controller at Kraft Foods Inc. from 2009 until 2012. Prior to her time at Kraft, Ms. Harris Jones had a 17-year career at Chrysler LLC, where her final role was Senior Vice President, Corporate Controller from 2008 to 2009. Before Chrysler, she spent six years at General Motors. Ms. Harris Jones also serves as a director of TrueBlue, Inc. (NYSE: TBI) since May 2016 where she serves as Chair of the Audit Committee, and serves as a member of the Corporate Governance and Nominating Committee and Innovation and Technology Committee, United Rentals, Inc. (NYSE: URI) since May 2018 where she serves as Chair of the Audit Committee and a member of the Compensation Committee and Fossil Group, Inc. (NASDAQ: FOSL) since October 2019 where she serves as a member of the Audit Committee and a member of the Nominating and Corporate Governance Committee.

QUALIFICATIONS

Ms. Harris Jones has been selected to serve as a director because of her extensive management, financial, and business experience at large, complex corporations and her service as a director on various public company boards.

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  Age: 72

  Director Since: July 2020

  Committees: Compensation (Chair),
  Nominating and Corporate Governance,
  Corporate Social Responsibility

 

EXPERIENCE

Mr. Kornstein has served on the Board since July 2020 and is the Vice Chairman of the Board. He founded and has served as the managing member of the strategic, management and financial consulting firm Alpine Advisors LLC, an advisory firm engaged in the business of mergers and acquisitions and capital raising for companies and entrepreneurs. Mr. Kornstein served as Chairman of Caesars Entertainment U.K., Ltd. from November 2020 until its sale in July 2021. He was a director of CEC from October 2017 until the merger in July 2020, at which time he joined the board. During his tenure, Mr. Kornstein also served as Chairman of the Transaction Committee and the Strategy & Finance Committee. Mr. Kornstein served on the board of directors of Caesars Acquisition Company from January 2014 until its merger with CEC. He previously served as a non-executive Director on the Board of Gala Coral Group, Ltd., a diversified gaming company based in the United Kingdom, from June 2010 until its merger with Ladbrokes PLC in November 2016. He served as Chairman of the board of directors of Affinity Gaming, Inc., a casino gaming company, from March 2010 until January 2014, and Chief Restructuring Officer and Chairman of the board of directors of Bally Total Fitness Corporation. Mr. Kornstein has also served as a member of the boards of directors of Circuit City Stores, Inc., Cash Systems, Inc., Shuffle Master, Inc. and Varsity Brands, Inc. Mr. Kornstein served as Chief Executive Officer, President and Director of Jackpot Enterprises, Inc., which was a NYSE listed gaming company until its sale, and was an investment banker and Senior Managing Director of Bear, Stearns & Co. Inc.

QUALIFICATIONS

Mr. Kornstein brings to the Board his experience in the gaming and entertainment industries, experience as a chairman, president and chief executive officer, strategy and finance expertise and experience serving on several boards of directors.

 

 

       
   

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  Age: 47

  Director Since: July 2020

  Committees: Compensation, Audit,
  Corporate Social Responsibility

 

EXPERIENCE

Mr. Mather has served on the Board since July 2020 and previously served as a director of CEC from March 2019 until the Merger in July 2020. Since January 2022, Mr. Mather has served as CEO and CIO of Vision One, an investment fund. Mr. Mather served as Portfolio Manager/Managing Director of Icahn Capital LP, from April 2014 to March 2020. Prior to joining Icahn Capital LP, Mr. Mather was at Goldman Sachs & Co. from 1998 to 2012, most recently as Managing Director responsible for Private Distressed Trading and Investing, where he focused on identifying and analyzing investment opportunities for both Goldman Sachs and clients. Mr. Mather has served as a director of Triumph Group since July 2023 and Newell Brands Inc. since March 2018. Mr. Mather was previously a director of: Cheniere Energy Inc. from May 2018 to February 2021; Conduent Inc. from December 2016 to February 2021; Herc Holdings Inc. from June 2016 to August 2019; Ferrous Resources Limited from June 2015 to July 2019; Freeport-McMoRan Inc. from October 2015 to March 2019; Federal-Mogul Holdings Corporation from May 2015 to January 2017; Viskase Companies Inc. from June 2015 to March 2016; American Railcar Industries Inc. from July 2014 to March 2016; CVR Refining LP from May 2014 to March 2016; and CVR Energy Inc. from May 2014 to March 2016. Mr. Mather holds the Chartered Alternative Investment Analyst, Chartered Financial Analyst, and Certified Financial Risk Manager professional designations.

QUALIFICATIONS

Mr. Mather brings to the Board his significant business and financial expertise and experience providing strategic advice and guidance to companies on matters such as risk management through his service as a director on various public company boards of directors.

LOGO

  Age: 72

  Director Since: July 2020 (Director
  of ERI since September 2014)

  Committees: Compensation

 

EXPERIENCE

Mr. Pegram has served on the Board since July 2020 and served on the board of ERI from September 2014 until July 2020. 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 is the managing member of G PEG I, LLC, which owns and operates five casinos in the Reno and Carson City area. Mr. Pegram has more than 45 years of experience owning and operating 25 successful McDonald’s franchises through AMT Investments. Mr. Pegram 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 served as a director of Skagit State Bancorp from April 1997 to November 2018.

QUALIFICATIONS

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 casino operations.

 

 

       

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  Age: 52

  Director Since: July 2020 (Director
  of ERI since September 2014)

  Committees: None

 

EXPERIENCE

Mr. Reeg has served on our Board since July 2020 and served on the board of ERI from September 2014 until July 2020. Mr. Reeg served as Chief Financial Officer of ERI from March 2016 to May 2019 and became Chief Executive Officer in January 2019. Mr. Reeg served as 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 Eldorado Resorts LLC 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 is a Vice President and a member the board of directors of REI., a less than 5% shareholder of the Company and a partial owner of G PEG I, LLC, which owns and operates five casinos in the Reno and Carson City area. Mr. Reeg was a member of the board of managers of NGA HoldCo, LLC, which was a shareholder 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.

QUALIFICATIONS

Mr. Reeg has been selected to serve as a director because of his extensive financial experience and his familiarity with the business of the Company.

LOGO

  Age: 72

  Director Since: July 2020 (Director
  of ERI since September 2014)

  Committees: Audit (Chair),
  Nominating and Corporate Governance

 

EXPERIENCE

Mr. Tomick is our Lead Independent Director and has served on the Board since July 2020 and served on the board of ERI from September 2014 until July 2020. 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 Casalu, Inc. since October 2020, Gryppers, Inc., since July 2016, Autocam Medical since 2008 and First Choice Packaging since 2006 and has served on the board of the following organizations: Autocam Corporation (2008-2014), NuLink Digital (2010-2016) and TransLoc, Inc.(2005-2016).

QUALIFICATIONS

Mr. Tomick has been selected to serve as a director because of his financial and management expertise and his experience with respect to raising capital, mergers and acquisitions, corporate governance and investor relations.

 

 

       
   

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SELECTION OF DIRECTORS

DIRECTOR NOMINATIONS—QUALIFICATIONS, SKILLS, TENURE, DIVERSITY & INCLUSION

Qualifications

The Nominating and Corporate Governance Committee identifies and evaluates all director candidates in accordance with the director qualification standards described in the Nominating and Corporate Governance Committee Charter. In identifying candidates, the Nominating and Corporate 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 Corporate 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 Corporate 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 Corporate Governance Committee evaluates a candidate’s independence and his or her background and relationships, and expertise in the context of our Board’s needs.

The Nominating and Corporate Governance Committee Charter requires that the Nominating and Corporate 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 shareholders; (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 and moral and ethical bearing; and (viii) the ability to work constructively with our other directors and management. The Nominating and Corporate 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 Corporate Governance Committee has identified.

Under the Nominating and Corporate Governance Committee Charter, shareholders may recommend nominees for director to the Nominating and Corporate Governance Committee, and the Nominating and Corporate Governance Committee will consider candidates recommended by shareholders. The Nominating and Corporate Governance Committee will evaluate nominees recommended by shareholders in the same manner as those recommended by the Nominating and Corporate Governance Committee. Shareholders wishing to submit recommendations of director candidates for consideration by the Nominating and Corporate Governance Committee should send the candidate’s name and qualifications to our Corporate Secretary at 100 West Liberty Street, 12th Floor, Reno, Nevada 89501.

Diversity and Inclusion

In recruiting and evaluating new director candidates, the Nominating and Corporate Governance Committee also considers such factors as gender and diversity. The Nominating and Corporate Governance Committee considers gender and ethnic/racial diversity because having diverse backgrounds and points of view benefits our Board and the Company. Searches for director candidates include persons who bring diversity with respect to self-identified characteristics, such as gender, race, ethnicity and sexual orientation. We believe that each director contributes to the Board’s overall diversity by way of these characteristics, and also by way of each director’s unique opinions, perspectives and personal and professional experiences and backgrounds.

Skills, Experience and Competencies

In addition to these baseline qualifications, the Nominating and Corporate Governance Committee considers such factors as industry background, financial and business experience, public company experience and other relevant education and experience. The Nominating and Corporate Governance Committee and other members of the Board believe it is important for the full Board to leverage the individual skills and experience of each director in order to fulfill its oversight role, and support the interests of shareholders as a collective body.

Below is a summary of certain skills, experience and competencies that the Board considers of particular relevance, along with an explanation as to why each such skill, experience and competency supports the overall function of the Board. The yellow shading indicates that the skill, experience or competency is of particular importance to the director’s ability to meaningfully contribute to Board discussions and deliberations, given how these skills, experiences and competencies relate to our business and long-term strategies (referred to as “core competencies”).

 

       

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*Operational/Executive/Public Company Leadership Experience: Experience as an executive officer, specifically at a public company, may better allow a director to understand and contribute to matters such as strategic planning, financial reporting and day-to-day operations.

 

*Business Development, Strategy, M&A, Real Estate/Real Estate Investment Experience: Over time, the Company has engaged in a number of strategic dispositions and acquisitions, and an understanding of M&A and other strategic investments (including those involving real estate (given the nature of our business)) will help a director evaluate the opportunities and risks associated with such transactions.

 

*Consumer/Hospitality/Gaming Industry Experience: Board members who have an understanding of our core businesses can provide valuable insight into how to continue to build our iconic brands and better engage with our customers and guests around the world.

*Social, Governance or Diversity; Environmental/Sustainability/Climate Change Experience: Experience in these areas can help support management accountability, transparency and promotion of shareholder interests that are increasingly focused on these important issues.

*Human Capital/Talent Development Experience: Given the competitive nature of our business, experience attracting and retaining top talent can help shape the organization’s culture and assist with oversight of talent development.

*Risk Management/IT Cybersecurity Data Technology Experience: Directors who have experience managing risks associated with cybersecurity and IT functions can help provide knowledge and guidance to the Board with respect to data protection and oversight of associated security risks.

*Finance/Accounting Experience: Directors who have experience with finance and accounting can help evaluate financial management, capital allocation, internal controls and reporting, which helps support risk management.

*Government, Public Policy or Regulatory Affairs/Legal Experience: Our industry is highly regulated, so directors with knowledge and experience with governmental regulations affecting our business can enhance the full Board’s understanding of these matters; legal experience can assist with risk management and evaluation.

*Shareholder Advocacy: Directors who have experience with and can bring perspective in understanding shareholder expectations and driving change based on engagement feedback.

The matrix below is intended to capture the competencies of the full Board of Directors, specifically those that relate to skills, experience, expertise and tenure & diversity, including the core competencies referred to above.

 

    Skills, Experiences, Expertise, Tenure & Diversity     
     Bonnie
Biumi
  Jan Jones
Blackhurst
  Gary
Carano
  Frank
Fahrenkopf
  Kim Harris
Jones
  Don
Kornstein
  Courtney
Mather
  Michael
Pegram
  Thomas
Reeg
  Dave
Tomick
  Total
Average

Operational/Executive
Leadership/Public Company Leadership

 

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

 

 

100%

Business Development, Strategy, M&A, Real Estate/

Real Estate Investment

 

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

 

 

100%

 

Consumer/Hospitality/Gaming Industry

 

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

     

 

🌑

     

 

🌑

 

 

🌑

 

 

🌑

 

 

80%

Social, Governance or Diversity; Environmental/ Sustainability/ Climate Change

 

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

     

 

🌑

 

 

🌑

 

 

90%

 

Human Capital/ Talent

Development

 

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

     

 

🌑

     

 

80%

 

Risk Management/IT, Cybersecurity, Data Technology

 

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

 

 

100%

Finance/Accounting

 

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

 

 

100%

 

       
   

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    Skills, Experiences, Expertise, Tenure & Diversity     
     Bonnie
Biumi
  Jan Jones
Blackhurst
  Gary
Carano
  Frank
Fahrenkopf
  Kim Harris
Jones
  Don
Kornstein
  Courtney
Mather
  Michael
Pegram
  Thomas
Reeg
  Dave
Tomick
  Total
Average

 

Government, Public Policy or Regulatory Affairs/Legal

 

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

     

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

 

 

90%

 

Shareholder Advocacy

 

 

🌑

     

 

🌑

 

 

🌑

     

 

🌑

 

 

🌑

 

 

🌑

 

 

🌑

     

 

 70%

Years on the Board*

  3.8   3.8   3.8   3.8   N/A   3.8   3.8   3.8   3.8   3.8   3.4

Self-Identified Age

  62   75   72   84   64   72   47   72   52   72   67

Independent

  Y   Y   N   Y   Y   Y   Y   Y   N   Y    80%

* Tenure on our Board reflects the number of years of service on the board of directors of Caesars Entertainment Inc., the combined company that resulted from the transformative merger in July of 2020.

Board Diversity Matrix as of April 29, 2024

All Nasdaq listed companies are required to disclose consistent, transparent diversity statistics regarding their boards of directors. The rules also require most Nasdaq listed companies to have, or explain why they do not have, at least one diverse director by December 31, 2023. Under the applicable Nasdaq rule, “diverse” includes an individual who self-identifies in one or more of the following categories: female, underrepresented minority or LGBTQ+. In this regard, Ms. Biumi, Ms. Jones Blackhurst, and Ms. Harris Jones all self-identify as female. Accordingly, the Company is in compliance with Nasdaq’s diversity requirement.

The Board diversity matrix below presents the Board’s diversity statistics in the format prescribed by the Nasdaq rules.

Total Number of Directors (10)

 

      Female      Male  

Gender:

    

 

 

 

 

 

    

 

 

 

 

 

 Directors

     3        7  

Demographic Information:

    

 

 

 

 

 

    

 

 

 

 

 

 African American or Black

     1       

 

 

 

 

 

 Alaskan Native or Native American

    

 

 

 

 

 

    

 

 

 

 

 

 Asian

    

 

 

 

 

 

    

 

 

 

 

 

 Hispanic or Latinx

                 

 White

     2        7  

 Two or More Races or Ethnicities

    

 

 

 

 

 

    

 

 

 

 

 

 LGBTQ+

    

 

 

 

 

 

    

 

 

 

 

 

 Did Not Disclose Demographic Background

    

 

 

 

 

 

    

 

 

 

 

 

SHAREHOLDER PROPOSALS FOR THE NEXT MEETING

Under Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), proposals of shareholders intended for inclusion in the proxy statement for the annual meeting of shareholders to be held in 2025 must be received at our executive offices no later than January 2, 2025. Proponents should submit their proposals by Certified Mail-Return Receipt Requested. Proposals received after that date will be deemed untimely.

To otherwise present a timely proposal or other business for consideration by our shareholders at the annual meeting of shareholders to be held in 2025, pursuant to our Bylaws (the “Bylaws”), a shareholder’s written notice must be delivered to or mailed and received at our principal executive offices no earlier than the close of business on February 16, 2025 nor later than the close of business on March 18, 2025. In addition, not less than 60 days prior to the date of the next meeting of shareholders called for the election of directors (the “Election Meeting”), a shareholder who intends to make a nomination of a candidate for election as director of the

 

       

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Company at the Election Meeting shall, as required by our Bylaws, deliver to our Secretary a notice setting forth (a) the name, age, business address and the residence address of each nominee proposed in such notice, (b) the principal occupation or employment of such nominee, (c) the number of shares of our capital stock which are beneficially owned by each such nominee and (d) such other information concerning each such nominee as would be required, under the rules of the SEC, in a proxy statement soliciting proxies for the election of such nominees. Such notice shall include a signed consent of each such nominee to serve as a director of the corporation, if elected. This notice requirement does not apply to shareholder proposals properly submitted for inclusion in our proxy statements in accordance with the rules of the SEC and shareholder nominations of director candidates which must comply with the Nominating and Corporate Governance Committee Charter described elsewhere in this Proxy Statement. In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 12, 2025. Our Bylaws are posted on the “Governance” page of our website located at https://investor.caesars.com/corporate-governance, under “Other Governance Documents”.

DIRECTOR INDEPENDENCE

For a director to be considered independent, the director must meet the bright line independence standards under the Nasdaq listing standards and the Board must affirmatively determine that the director has no relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. 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.

Our Board has affirmatively determined that each current director, except Messrs. Gary L. Carano and Reeg, is independent under the Nasdaq listing standards. In determining the independence of directors, the Board considered all commercial, industrial, banking, consulting, legal, accounting, charitable, familial or other business and personal relationships any director may have with us.

 

 

Based on the Nasdaq listing standards, Messrs. Gary L. Carano and Reeg are not considered independent because of their current positions as executive officers of the Company.

 

 

In determining that Mr. Pegram is independent, the Board considered the personal and business relationships that Mr. Pegram has had with the Carano family for over 20 years, including co-ownership of local casinos in Northern Nevada. The Board also considered that the Company leases space from one of Mr. Pegram’s casinos to operate a retail sportsbook. The rent payments made by the Company during 2023 under this lease represented approximately 0.30% of that casino’s gross revenues for 2023. Finally, the Board also considered that Mr. Pegram is an investor in a start-up business with Messrs. Reeg and Tomick. The Board affirmatively determined that such relationships would not interfere with Mr. Pegram’s ability to exercise independent judgment in carrying out his responsibilities as a director.

 

 

In determining that Mr. Tomick is independent, the Board considered that Mr. Tomick is an investor in a start-up business with Messrs. Reeg and Pegram. The Board affirmatively determined that such relationships would not interfere with his ability to exercise independent judgement in carrying out his responsibilities as a director.

 

 

In determining that Ms. Jones Blackhurst is independent, the Board considered Ms. Jones Blackhurst’s role as the Executive Vice President of Communications and Government Relations of Caesars Entertainment Operating Company from November 2011 until October 2017 and her role as the Executive Vice President, Public Policy and Corporate Responsibility of CEC from May 2017 through September 2019, and affirmatively determined that such relationship would not interfere with her ability to exercise independent judgment in carrying out her responsibilities as a director.

To effectively support its responsibilities, the Board currently has four committees: an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Corporate Social Responsibility Committee. Each committee is currently comprised solely of independent directors and during 2023 each of our standing committees was comprised solely of independent directors. The Company also has a Compliance Committee, which is discussed in more detail below.

 

       
   

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the Compensation Committee is, or in 2023 was, or has previously been, an officer or employee of us or our subsidiaries. Other than Mr. Pegram, as described below within “RELATED PARTY TRANSACTIONS—LEASED PROPERTY,” in 2023, no other 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.

Mr. Gary L. Carano, our Executive Chairman, and Mr. Reeg, our CEO and a member of our Board, also serve as executive officers and members of the board of directors of REI, a less than 5% shareholder of the Company that does not have a board committee overseeing compensation. Other than Mr. Gary L. Carano and Mr. Reeg, in 2023, 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.

For information about related person transactions involving members of our Board of Directors, see “RELATED PARTY TRANSACTIONS.”

BOARD STRUCTURE AND RESPONSIBILITIES

BOARD LEADERSHIP STRUCTURE

Mr. Gary L. Carano is Executive Chairman of the Board, Mr. Reeg is our Chief Executive Officer (the “CEO”) and Mr. Anthony L. Carano is our President and Chief Operating Officer (the “COO”). In these roles, Messrs. Reeg and Anthony L. Carano have general charge and management of our affairs, property and business, while Mr. Gary L. Carano provides independent oversight of senior management and Board matters and serves as a valuable bridge between our Board and our management. In addition, the Executive Chairman provides guidance to the CEO, sets the agenda of the Board in consultation with the CEO and Lead Independent Director and presides over meetings of shareholders and the Board.

Mr. Tomick is our Lead Independent Director. He has, in addition to the powers and authorities of any member of the Board, the power and authority to chair executive sessions and to work closely with the Executive Chairman in determining the appropriate schedule for the Board meetings. In his role as Lead Independent Director, Mr. Tomick serves as a liaison between the independent directors, Executive Chairman and CEO and leads the Board’s evaluation of the Executive Chairman and CEO. Mr. Tomick also is responsible for being available for consultation and direct communication with major shareholders and responding directly to shareholder questions, as appropriate. The Lead Independent Director position is at all times held by a director who is “independent” as defined in Nasdaq Rule 5605(a)(2).

Mr. Kornstein is our Vice Chair. In his role as Vice Chair, Mr. Kornstein is tasked with providing an additional layer of independent leadership relating to Board matters, including reviewing and approving meeting agendas and overseeing the quality, quantity and timeliness of information sent to the Board. As part of his Vice Chairman duties, and given his extensive industry experience, Mr. Kornstein provides management and the Board with valuable insights and guidance with respect to strategic initiatives, transaction structuring, governance practices, industry-specific regulatory considerations, tax matters, stakeholder relationships and crisis management oversight, to the extent applicable. This includes being available to provide mission-driven leadership for various financial transactions and operating projects and to provide an enhanced level of input and evaluation with respect to strategic initiatives and other operational matters, as well as providing an independent perspective that is rooted in both industry and tactical business experience.

The Board believes that this leadership structure is appropriate at this time. Although the roles of CEO and Chairman of the Board are currently separate, the Board does not have a policy regarding the separation of the roles of CEO and Chairman of the Board, as the Board believes it is in our best interests and the best interests of our shareholders to make that determination based on the position and direction of our Company and the composition of the Board. Maintaining a position of Lead Independent Director and an independent Vice Chair provides an extra layer of independent oversight, and we believe this structure facilitates independent oversight of management while fostering effective communication between our management and the Board.

 

       

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RISK MANAGEMENT & OVERSIGHT

Our Board as a whole oversees risks related to our company and business strategies and operations, exercising this responsibility by considering the risks related to its decision making. Our Board has delegated certain elements of its risk oversight responsibility to its committees to better coordinate with management, and has retained oversight of certain elements of risk where appropriate. The committees report their findings to the full Board on a regular basis. In addition, at its meetings, the Board discusses the risks that we face, including those management has highlighted as the most relevant risks. Furthermore, the Board’s oversight of enterprise risk involves an assessment of the risks inherent in our long-term strategies, as well as other matters brought to the attention of the Board. We believe that the structure and experience of our Board allows our directors to provide effective oversight of risk management.

The Board recognizes that the Board and management are responsible for identifying and attempting to mitigate risks that could cause significant damage to our business or shareholder value. The risks facing us, as outlined in the Risk Factors section of our Annual Report Form 10-K, include risks associated with our financial position, liquidity, cybersecurity and data privacy, operating performance, ability to meet our debt and master lease obligations and regulations applicable to our operations and compliance therewith.

Below is a list of the risk management responsibilities of each of our Board committees:

 

LOGO    Audit Committee
 

 

 

•  Managing risk associated with financial reporting processes, financial statements and internal controls

 

•  Managing risks associated with significant financial and accounting policies

 

•  Overseeing effectiveness of management’s processes that monitor and manage other key business risks

 

LOGO  

 Compensation

 Committee

 

 

 

•  Managing risks associated with compensation structure, benefit plans and programs

 

•  Monitoring the Company’s compliance with SEC rules and regulations regarding shareholder approval of certain executive compensation matters

 

•  Monitoring the relationship between risk management policies and compensation programs and practices

 

•  In consultation with the Corporate Social Responsibility Committee, managing risks associated with human capital management oversight

 

LOGO  

 Nominating and

 Corporate Governance

 Committee

 

 

 

•  Managing risks associated with corporate governance practices

 

•  In consultation with the Board, succession planning for the CEO and key executive officers

 

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 Corporate Social

 Responsibility Committee

 

 

 

Managing risks associated with:

 

• Climate change

 

• Responsible gaming

 

• Team Member and customer well-being

 

• Maintaining sustainable operations

 

• Diversity, equity and inclusion

 

• Human capital management oversight

 

       
   

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LOGO    Compliance Committee
 

 

 

As a publicly traded corporation registered with and licensed by multiple regulatory bodies and as required by the Mississippi Gaming Commission, Nevada Gaming Commission and New Jersey Casino Control Commission, we maintain a Compliance Committee which implements and administers our Compliance Plan. The Compliance Committee’s duties include investigating key team members, 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 Mr. A.J. “Bud” Hicks (who serves as the Chairperson and an independent member of the Compliance Committee), Mr. Anthony L. Carano (who serves as the President and Chief Operating Officer), Ms. Stephanie Lepori (who serves as the Chief Administrative and Accounting Officer) and Mr. Jeffrey Hendricks (who serves as the Compliance Officer). Mr. Edmund L. Quatmann, Jr. (who serves as our Chief Legal Officer) also serves as an ex-officio member of the Compliance Committee. The Compliance Committee held four meetings in 2023.

 

The Compliance Committee is responsible for overseeing risks associated with our gaming activities and regulatory compliance.

CYBERSECURITY OVERSIGHT

Our Board considers cybersecurity risk as critical to the enterprise and is responsible for reviewing our cybersecurity risk profile, including management’s design, implementation and enforcement of our cybersecurity risk management program. The Board of Directors receives periodic updates from our Chief Information Officer (“CIO”) on cybersecurity risks and threats. Board members also receive periodic presentations on cybersecurity topics from our CIO, supported by our internal security staff, or external experts as part of the Board’s continuing education on topics that impact public companies. In January 2024, we hired a Chief Information Security Officer with significant experience in leading cybersecurity teams to assume the leadership of management’s responsibilities and governance, previously with the CIO.

The Board has determined that retaining responsibility for risks related to cybersecurity oversight is appropriate, given the complexity of the risks associated with cybersecurity and the attention required to appropriately review and monitor such risks. The full Board lends its collective experience and attention to discussing and overseeing potential risks identified by management and stays up to date on management’s risk-mitigation processes related to cybersecurity.

EXECUTIVE SESSION AND MEETING ATTENDANCE

Our Corporate Governance Guidelines provide that the independent directors must meet at least twice annually in executive session and that independent directors will have the opportunity to convene in executive session at every meeting of the Board, in their discretion. Our independent directors met during in-person executive sessions, without management present, at four regularly scheduled in-person Board meetings during 2023.

In addition to the regularly scheduled in-person Board meetings, during 2023, our Board held two additional off-cycle meetings and acted by unanimous written consent five times. Each incumbent director attended at least 75% of the Board meetings and meetings of the committees of the Board on which such director served during 2023 and that were held during the period for which he or she served as a director or as member of such committee. In addition to Board and committee meetings, directors are encouraged to attend our annual meeting of shareholders. Messrs. Gary L. Carano, Reeg and Kornstein attended our 2023 annual meeting of shareholders.

BOARD OVERSIGHT

General

Our Board provides the ultimate oversight of the Company and oversees and advises members of management who are responsible for the day-to-day operations and management of the Company. The Board has developed a number of specific expectations of its directors, set forth in the Company’s Corporate Governance Guidelines, to promote the discharge of the Board’s responsibilities and the efficient conduct of the Board’s business.

 

       

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Management Succession Planning

In consultation with the Board, the Nominating and Corporate Governance Committee periodically reviews and makes recommendations to the Board regarding formal and informal policies and procedures as it deems appropriate regarding succession plans in the event of the retirement, death, incapacity, emergency or other eventuality with respect to the CEO, as well as succession plans for other senior management positions. The Company has a formal CEO and key executive officer succession plan. The plan is evaluated by the Nominating and Corporate Governance Committee from time to time (at least annually) and the Nominating and Corporate Governance Committee provides reports to the Board.

Code of Ethics and Business Conduct

We have adopted a Code of Ethics and Business Conduct (the “Code”), which includes our Conflicts of Interest Policy, applicable to all directors and team members, including the CEO, Chief Financial Officer (the “CFO”) and Chief Administrative and Accounting Officer. The Code is posted on the “Governance” page of our website located at https://investor.caesars.com/corporate-governance, under “Other Governance Documents”, and a printed copy will be delivered on request by writing to the Corporate Secretary at Caesars Entertainment, Inc. c/o Corporate Secretary, 100 West Liberty Street, 12th Floor, Reno, Nevada 89501. We intend to satisfy the disclosure requirement regarding certain amendments to, or waivers from, provisions of the Code by posting such information on our website.

Political Contributions Policy

We have adopted a Political Contributions Policy, a copy of which is posted on our website at https://investor.caesars.com/esg-hub/esg-resource-hub. The policy sets forth our policy and procedures with regard to political contributions and provides for annual reporting on our website.

CORPORATE SOCIAL RESPONSIBILITY

Our Board and executive officers view corporate social responsibility (“CSR”) as an integral element in the way we do business, with the belief that being a good corporate citizen helps protect the Company against risk, contributes to improved performance and helps foster positive relationships with all those with whom we connect. The Board and our executive management are committed to being an industry leader in CSR (which includes diversity, equity and inclusion (“DEI”), social impact and environmental sustainability). In 2023, the Board and our leadership continued to engage with our external CSR Advisory Board comprised of experts representing environmental, social and governance (“ESG”), DEI, sustainability, business strategy, academia and investors, and used their guidance to confirm our CSR priorities. These priorities are reflected in our 14th annual CSR report, published in 2023 in accordance with Global Reporting Initiative Standards, a copy of which is posted on our website at https://investor.caesars.com/esg-hub/esg-resource-hub.

CSR Committee of the Board

Led by our Corporate Social Responsibility Committee which defines the duties and responsibilities of the Board, our Board oversees the delivery of our corporate purpose and CSR strategy.

Code of Commitment

We are committed to being a responsible corporate citizen and environmental steward through our CSR strategy, PEOPLE PLANET PLAY. This is reflected in our Code of Commitment which is our public pledge to our guests, Team Members, communities, business partners and all those we reach that we will honor the trust they have placed in us through ethical conduct and integrity. We commit to:

 

 

PEOPLE: Supporting the wellbeing of our Team Members, guests and local communities.

 

 

PLANET: Taking care of the world we all call home.

 

 

PLAY: Creating memorable experiences for our guests and leading responsible gaming practices in the industry.

PEOPLE PLANET PLAY STRATEGY

Our PEOPLE PLANET PLAY strategy defines how we meet the obligations of our Code of Commitment and is aligned with global priorities articulated by the United Nations as the Sustainable Development Goals. PEOPLE PLANET PLAY establishes multi-year targets in key areas of impact, including science-based greenhouse gas (“GHG”) emissions-reduction goals, aligning with global best practices on climate change action. In 2022, we conducted a comprehensive CSR assessment to evaluate our assumptions. With the help of an external specialist,

 

       
   

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our assessment gathered input from internal and external stakeholders, reviewed multiple industry and ESG disclosures, standards and frameworks and yielded 21 material topics. Our CSR assessment is available on the “ESG Resource Hub” page of our website located at https://investor.caesars.com/esg-hub/esg-resource-hub, under “ESG Disclosures”.

Responsible Gaming and Compliance

For more than thirty years, we have maintained our Responsible Gaming (“RG”) program. We train tens of thousands of Team Members each year and a cohort of RG Ambassadors throughout our properties to identify guests in need of assistance and provide support. In recent years, we have contributed to the National Center for Responsible Gaming, the National Council on Problem Gaming and other state programs to help advance responsible practices in the gaming industry. Our Caesars Digital segment also maintains responsible gaming programs tailored to each state in which it operates, participates in our overarching Responsible Gaming program, and offers users in-application RG tools such as time on device restrictions and wagering limits. No customers under 21 years of age are allowed to wager on any of our Caesars Sportsbook, Caesars Racebook and iGaming mobile apps.

We maintain a comprehensive risk-based Bank Secrecy Act (“BSA”) and Anti-Money Laundering (“AML”) program. It includes strong governance and internal controls and procedures to comply with applicable BSA requirements, regulatory guidance and any related laws, and to take measures to prevent our affiliated casinos from being used for money laundering or other criminal activity. Execution of the program is governed with reference to the Financial Crimes Enforcement Network’s guidance on the Culture of Compliance. Our internal AML Policy, Know Your Customer Policy and BSA Identification Policy outline our AML Program and set the minimum standards for the related procedures and internal controls of our casino affiliates. Team Members are required to complete annual trainings related to company policies, including AML.

We also maintain the Code, which includes standards designed to deter wrongdoing and to promote, amongst other standards, honest and ethical conduct and full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the SEC. Our Chief Legal Officer serves as the compliance officer of the Code and we provide periodic training regarding the contents and importance of the Code.

Additionally, we maintain an Amended and Restated Gaming Compliance Plan (the “GC Plan”), which is approved by various gaming regulators. The GC Plan is designed to implement procedures to enhance the likelihood that no activities of the Company or any affiliate of the Company will impugn our reputation and integrity. The GC Plan also establishes a Compliance Committee that assists the Company in implementing its strict policy that its business be conducted with honesty and integrity, and in accordance with high moral, legal and ethical standards. Our Senior Vice President & Assistant General Counsel – Regulatory & Compliance serves as the Compliance Officer as defined by the GC Plan.

Environmental Stewardship

We take a proactive approach to environmental sustainability through our CodeGreen strategy established in 2007, striving to improve our performance across energy and GHG emissions efficiencies, reduction of water consumption and increasing diversion of waste from landfills. We recognize the impact climate change can play both on our business and the guests we serve. Identifying, assessing, and managing the risks and opportunities therefore plays a vital role in our long-term strategic thinking on climate and water, and how we approach our CSR goals. Our goals are based in science as part of our strategy to reduce our environmental impact. In 2023, we began the process to establish new goals to align with a 1.5 degree Celsius limit to global warming, measured against a 2019 base year and we expect to announce our new goals in 2024.

Our existing GHG targets, established in 2018 to be in line with SBTi’s guidance to achieve a level of decarbonization required to keep global temperature increase below 2 degrees Celsius, are (i) reducing absolute Scope 1 and 2 GHG emissions by 35% by 2025, and 100% by 2050, from a 2011 base-year and (ii) having 60% of suppliers by spend institute science-based GHG reduction targets for their operations by 2023. Between 2011 and 2022, we estimated a reduction in absolute Scopes 1 and 2 GHG emissions of 41.8%, thereby achieving our interim Scope 1 and 2 reduction target ahead of schedule. We fell short of our supplier engagement goal; however, in 2023 we revisited our Scope 3 emissions and intend to set an absolute reduction target in 2024 as part of our new GHG goals that better align with a 1.5 degree Celsius pathway.

To achieve our goals, we have taken initiatives such as pursuing renewable energy sources and low-carbon options, including on-site solar developments. For example, we have contracts to purchase energy from solar

 

       

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covered parking canopies recently completed at two Atlantic City properties and we installed solar covered parking at Harrah’s Pompano Beach. Our long-term goals include a continued focus on energy efficiency and conservation as well as evaluating renewable energy supply opportunities for each of our properties.

We voluntarily participate in the CDP (formerly the Carbon Disclosure Project), an international nonprofit that runs a global disclosure system for investors, companies, and regions to manage their environmental impacts. In 2023, Caesars scored an A-for water security and a B for climate change. Approximately 2% of companies assessed by CDP in 2023 made the A List for either climate change or water security.

We are engaged in extensive waste reduction efforts across our facilities, including recycling, food donation, and manure composting. In 2022, we diverted 59% of our total waste from landfills.

Community Investment

We contribute to our local communities to help them develop and prosper, through funding community projects, Team Member volunteering and cash donations from the Caesars Foundation, a private foundation funded from our operating income. In 2023, the Caesars Foundation contributed $3.7 million to communities across the United States. The Caesars Foundation also continued to support significant national relationships that support DEI. During 2023, our Team Members volunteered over 82,000 hours through the HERO program.

We focus on multi-faceted support of our non-profit partners. For example, in 2023 we demonstrated our commitment to the mission of Boys & Girls Clubs of America through regional giving to local Clubs, HERO volunteering, hosting fundraising events, collecting customer donations through Caesars Makes Change, in addition to providing several Caesars Foundation grants at the national and local levels, all totaling nearly $1 million in value to the organization and the communities where we operate.

We seek to encourage DEI dialogue in our communities as part of our advocacy approach to raise awareness. In 2023, we hosted a DEI Summit bringing together corporate partners, nonprofit partners, advocacy groups and suppliers in supporting and promoting efforts to advance DEI initiatives. The Summit included several educational sessions and panel discussions led by notable DEI leaders and practitioners.

Diversity, Equity and Inclusion

We embrace diversity and aim to create an inclusive working environment that celebrates all our Team Members as individuals. Our DEI framework identifies five pillars of activity: advocacy, Team Members, suppliers, communities and guests for a holistic approach to embedding DEI in everything we do. We publish our DEI data in our annual CSR report (described below).

We set goals to increase the representation of women and people of color in leadership roles (supervisory and above). Our 2025 goals outlined 50% of management roles to be held by women in both the mid-level and senior leadership populations, and 50% of leadership roles to be held by people of color. We also committed to increase the representation of people of color in senior leadership roles by 50%. As of December 31, 2023, 45% of mid-level roles and 29% of senior leadership roles in the Company were held by women. Additionally, 44% of leadership roles are held by people of color and the representation of people of color in senior leadership positions has increased by 116% since October 2020.

Team Member Engagement, Compensation, Benefits, Development, Safety and Wellbeing

We aim to support Team Members throughout their career with Caesars. We are committed to providing opportunities to help Team Members achieve their professional goals. We maintain a wide range of channels for diverse recruiting, including outreach to academic institutions and nonprofits that help us source diverse candidates. Our leadership receives training on our inclusive and equitable talent management recruitment and retention processes. Additionally, to support hiring initiatives across the enterprise, we maintain a recruiting website that includes information describing our culture, benefits and diversity initiatives. The website highlights our commitments to CSR and DEI and we welcome candidates from all backgrounds.

We strive to inspire our Team Members through our mission, vision and values, and our Code of Commitment (described below). To evaluate our Team Member experience and our retention efforts, we monitor a number of Team Member measures, such as turnover rates and Team Member satisfaction. We send out Team Member experience surveys to help us further understand the drivers of engagement and areas where we can improve. These surveys are completed on a regular basis alongside additional surveys targeted at specific events within a Team Member cycle such as new hire onboarding and exit inquiries.

 

       
   

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Our compensation and benefits programs are designed to attract, retain and motivate our Team Members. In addition to competitive salaries and wages, we provide a variety of short-term, long-term and incentive-based compensation programs to reward performance relative to key metrics relevant to our business. We offer comprehensive benefit options including, but not limited to, retirement savings plans, health insurance coverage (including medical, mental health, dental, vision and pharmacy), parental leave, educational assistance, training opportunities, company-paid life insurance and a Team Member assistance program.

We place utmost importance on creating a safe workplace for our Team Members, embedding procedures so that all our Team Members have the awareness, knowledge and tools to make safe working a habit.

We also maintain a wellness program to help our Team Members improve their health and wellbeing. This program has demonstrated improved health metrics for participating Team Members and their covered family members, helping reduce the cost of healthcare for Team Members and for the Company. We continue to make enhancements to our offerings and wellness programs with a wide range of affordable options, mental health initiatives and onsite primary care clinics across the US.

CORPORATE GOVERNANCE GUIDELINES

The matters discussed above reflect the Board’s commitment to a system of governance that enhances corporate responsibility and accountability. The Corporate Governance Guidelines contain provisions addressing the following matters, among others:

 

 

Board size;

 

 

Director qualifications and membership criteria;

 

 

Majority voting procedures;

 

 

Director independence;

 

 

Director responsibilities;

 

 

Board meetings and attendance and participation at those meetings;

 

 

Board committees;

 

 

Executive sessions;

 

 

Director orientation, training and continuing education;

 

 

Director compensation;

 

 

Performance evaluation of the Board and its committees; and

 

 

Public interactions.

Learn more about our governance practices, procedures and philosophies by visiting the “Governance” page of our website located at https://investor.caesars.com/corporate-governance, where you will find our Corporate Governance Guidelines, committee charters and other important governance documents. We intend to disclose any future amendments to the Corporate Governance Guidelines on our website.

COMMITTEES OF THE BOARD

The Board has determined that each committee member is independent as defined in the Nasdaq listing standards. The Board has adopted a written charter for each of these committees. The charter for each of these committees is available on the “Governance” page of our website located at https://investor.caesars.com/corporate-governance, under “Committee Charters”.

 

       

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The chart below reflects the composition of the standing committees of our Board as of the date of this Proxy Statement:

 

NAME

   AUDIT    COMPENSATION   

CORPORATE

SOCIAL

RESPONSIBILITY

  

NOMINATING AND

CORPORATE

GOVERNANCE

Bonnie S. Biumi

       

 

    

 

    

 

Jan Jones Blackhurst

    

 

    

 

   Chair     

 

Frank J. Fahrenkopf

    

 

    

 

    

 

   Chair

Kim Harris Jones

    

 

    

 

    

 

    

 

Don R. Kornstein

    

 

   Chair      

Courtney R. Mather

             

 

Michael E. Pegram

    

 

       

 

    

 

David P. Tomick

   Chair     

 

    

 

  

Audit Committee

 

 

MEETINGS IN 2023

 

In addition to formal meetings, the Audit Committee acted by unanimous written consent on one occasion during 2023.

 

MEMBERS

 

Biumi

Mather

Tomick (Chair)

  

INDEPENDENCE

 

Ms. Biumi and Messrs. Mather and Tomick are independent as independence is defined under the Nasdaq listing standards.

 

AUDIT COMMITTEE FINANCIAL EXPERT

 

Our Board has determined that Ms. Biumi and Messrs. Tomick and Mather each qualify as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K.

 

The purpose of the Audit Committee is to oversee our corporate accounting and financial reporting processes and the audits of our financial statements; provide an avenue of communication among our independent auditors, management, our internal auditors and our Board; and prepare the Audit Committee Report required by the SEC to be included in our annual proxy statement or annual report on Form 10-K. The principal duties and responsibilities of our Audit Committee are to oversee and monitor the following:

 

• The preparation of the annual Audit Committee Report to be included in our annual proxy statement;

 

• Our financial reporting process and internal control system;

 

• The integrity of our financial statements;

 

• The independence, qualifications and performance of our independent auditor;

 

• The performance of our internal audit function;

 

• Our compliance with legal, ethical and regulatory matters; and

 

• Risks that may have a material impact on the financial statements or the Company’s policies and procedures and internal controls.

 

The Audit Committee investigates any matter brought to its attention within the scope of its duties. It also has the authority to retain counsel and advisors to fulfill its responsibilities and duties.

 

 

       
   

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Compensation Committee

 

 

6 MEETINGS IN 2023

 

In addition to formal meetings, the Compensation Committee acted by unanimous written consent on one occasion during 2023.

 

MEMBERS

 

   INDEPENDENCE

Kornstein (Chair)

Mather

Pegram

  

Messrs. Kornstein, Mather and Pegram are independent as independence is defined under the Nasdaq listing standards and “non-employee director” under Rule 16b-3 of the Securities Exchange Act of 1934, as amended.

 

Our Compensation Committee is responsible for designing, approving and evaluating the administration of our compensation plans, policies and programs.

 

The Compensation Committee makes recommendations (and, where appropriate, makes determinations) with respect to salaries, bonuses, equity awards and deferred compensation plans for our named executive officers (the “NEOs”) as well as the policies underlying the methods by which we compensate our executives, and administers our clawback policy. The Compensation Committee may form and delegate authority to subcommittees and may delegate authority to one or more designated Compensation Committee member 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 CEO with respect to individual elements of the total compensation of our executive officers (other than the CEO) and key management. The Compensation Committee delegated authority to Mr. Reeg to grant equity awards to team members who are not executive officers or officers subject to Section 16(a) of the Exchange Act in an aggregate amount not to exceed $10,000,000 (based on fair market value as of the grant date).

 

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”, 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.

 

Each year the Compensation Committee reviews whether the work of the compensation consultant raises any conflicts of interest by evaluating the six independence factors under the Nasdaq listing rules.

 

 

       

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Corporate Social Responsibility Committee

 

 

MEETINGS IN 2023

 

MEMBERS

 

Blackhurst (Chair)

Kornstein

Mather

  

INDEPENDENCE

 

Ms. Blackhurst, and Messrs. Kornstein and Mather are independent as independence is defined under the Nasdaq listing standards.

 

The purpose of the Corporate Social Responsibility Committee is to assist the Board in fulfilling its responsibilities related to oversight of the Company’s sustainability risks and opportunities and ESG issues, also encompassing DEI. The Committee’s scope includes public policy, regulatory environments, corporate responsibility programs (including responsible gaming) and issues that may, in the view of the committee, affect the business, shareholder value, or other stakeholders from a sustainability and a DEI perspective. The committee is tasked with providing guidance to the Board and/or other Board committees, set direction, and oversee corporate responsibility programs.

 

The principal duties and responsibilities of the Corporate Social Responsibility Committee are as follows:

 

• Define and oversee the Company’s business purpose, value or mission statements, strategies, policies, and goals related to environmental sustainability, responsible gaming, and DEI topics;

 

• Create programs to develop the collective knowledge, skills, and experience of Board members on sustainability and ESG trends, regulation, risks, opportunities and peer performance;

 

• Review the company’s annual CSR report and other related disclosures, such as CDP climate and water reporting, policies and position statements, as needed, and recommend changes to the Board; and

 

• Oversee the Company’s efforts to proactively promote DEI, and intentionally combat unconscious bias and promote conscious inclusion within all levels of the company.

 

Nominating and Corporate Governance Committee

 

 

4 MEETINGS IN 2023

 

MEMBERS

   INDEPENDENCE

 

Fahrenkopf (Chair)

Kornstein

Tomick

  

 

Messrs. Fahrenkopf, Kornstein and Tomick are independent as independence is defined under the Nasdaq listing standards.

 

The primary purposes and responsibilities of the Nominating and Corporate Governance Committee are to (1) identify and vet individuals qualified to become directors, consistent with the criteria approved by our Board set forth in the Nominating and Corporate Governance Committee Charter, (2) nominate qualified individuals for election to the Board at the next annual meeting of shareholders and (3) in consultation with the Executive Chairman of the Board, review the operational relationship of the various committees of the Board as set forth in the Nominating and Corporate Governance Committee Charter.

 

 

       
   

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BOARD ACCOUNTABILITY AND PROCESSES

COMMUNICATIONS WITH THE BOARD

Shareholders and other interested parties may communicate with the Board by sending written correspondence to the Chair of the Nominating and Corporate Governance Committee at the principal executive office located at: Caesars Entertainment, Inc. 100 West Liberty St., 12th Floor, Reno, Nevada 89501, Attention: Corporate Secretary. The Chair of the Nominating and Corporate Governance Committee and his or her duly authorized representatives is responsible for collecting and organizing shareholder and interested party communications. Absent a conflict of interest, the Corporate Secretary is responsible for evaluating the materiality of each shareholder and interested party communication and determining whether further distribution is appropriate, and, if so, whether to (i) the full Board, (ii) one or more Board members and/or (iii) other individuals or entities.

DIRECTOR ORIENTATION AND EDUCATION

The Board has delegated to the Nominating and Corporate Governance Committee the task of monitoring, in consultation with the Executive Chairman of the Board and with the support of management, the orientation program for new directors and continuing training/education programs for all directors. Directors are expected to undertake continuing training/education to perform their duties. Management of the Company will coordinate with the Board in preparing educational and training sessions for directors on matters relevant to the Company’s operations and plans.

DIRECTOR REFRESHMENT AND PERFORMANCE EVALUATION

The Company does not have a retirement policy or a tenure limit for members of the Board at this time. The Board believes that regularly adding new members to the Board while maintaining knowledge of longer tenured members is an appropriate mechanism to maintain an engaged, knowledgeable and vibrant Board. Four of our eight independent directors have joined the Board within the past five years. In April 2024, after an extensive search assisted by a third party search firm, the Board expanded from nine to ten members and elected Ms. Harris Jones to our Board of Directors. Ms. Harris Jones brings valuable experiences and perspective to our Board with significant management and financial experience with large complex global corporations and her service as a director on various public company boards.

The Nominating and Corporate Governance Committee, in consultation with the Executive Chairman of the Board, conducts annual evaluations/assessments of each of the Board’s members and respective committees. The assessments include an evaluation of each director’s individual skills and contributions to the Board. Please refer to the section titled “Selection of Directors—Qualifications, Skills, Tenure, Diversity & Inclusion” for additional details on the individual skills of each director nominee. The Nominating and Corporate Governance Committee expects to engage a third party to conduct such evaluations on a regular every-three-year basis.

 

       

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Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and Section 14A of the Exchange Act, we are providing our shareholders the opportunity to vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers, as disclosed in this Proxy Statement in accordance with the SEC’s rules. This proposal, which is commonly referred to as “say-on-pay”, gives shareholders the opportunity, on an advisory basis, to approve, reject or abstain from voting with respect to such proposal. At the Company’s 2021 annual meeting of shareholders, our shareholders approved, on an advisory basis, to conduct say-on-pay votes on an annual basis (a “say on frequency” vote). Therefore, unless and until our Board decides otherwise, we will continue to hold say-on-pay votes on an annual basis (with the next such vote (after the vote on Proposal 2 at this Annual Meeting) occurring at our 2025 annual meeting of shareholders). Unless the Board determines otherwise, the next say-on-frequency vote will occur at the 2027 annual meeting of shareholders.

Our executive compensation program is designed to enhance shareholder value by focusing on the specific performance metrics that drive enterprise value, attract, motivate and retain highly-qualified executives committed to the Company’s long-term success and provide competitive salaries relative to their peers. To that end, we provide a program of cash and equity-based awards to promote executive continuity, to align the interests of the Company’s executives with those of our shareholders and to reward executives for superior performance, as measured by both financial and nonfinancial metrics.

We urge shareholders to read the “Compensation Discussion and Analysis” section of this Proxy Statement beginning on page 29, which describes the Company’s executive compensation programs and the decisions made by the Compensation Committee and the Board with respect to the year ended December 31, 2023.

The Board is asking shareholders to approve the following advisory resolution at the Annual Meeting:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K in the Company’s proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion contained therein, is hereby approved.”

Because the vote on this proposal is advisory in nature, it will not affect any compensation already paid or awarded to any named executive officer and will not be binding on or overrule any decisions of the Company, the Board or the Compensation Committee and it will not create or imply any change to the fiduciary duties of, or create or imply any additional duties for, the Company, the Board or the Compensation Committee. Although non-binding, the Board and the Compensation Committee will review and consider the voting results in their entirety when making future decisions regarding our executive compensation program.

 

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EXECUTIVE OFFICERS

Executive officers serve at the discretion of our Board and hold office until their successors are duly elected and qualified or, if earlier, until their death, resignation or removal. Our executive officers as of the date of this Proxy Statement are:

 

NAME

   POSITION

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.

   Chief Legal Officer

Stephanie Lepori

   Chief Administrative and Accounting Officer

Josh Jones

   Chief Marketing Officer

For the background and biographical information of Mr. Gary L. Carano and Mr. Thomas R. Reeg, each of who serve as a member of the Board, see “Corporate Governance and Board Matters - Director Nominees”, beginning on page 7.

Bret Yunker, 47, became our CFO in May 2019. Prior to joining the Company, 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.

Anthony L. Carano, 42, became our President and COO in January 2019. Prior to that, he served as Executive Vice President and COO since May 2017, and Executive Vice President of Operations from August 2016 to May 2017, and Executive Vice President, General Counsel and Secretary from September 2014 to August 2016. Prior to joining the Company, 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., 53, became our Executive Vice President, Chief Legal Officer and Secretary in May 2017. Prior to joining the Company, 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.

Stephanie Lepori, 53, became our Chief Administrative and Accounting Officer in January 2019. Prior to that, Ms. Lepori held a number of management-level positions with the Company, including as Chief Accounting Officer. Ms. Lepori has more than two decades of experience in finance and gaming and has been with the Company since 1995, beginning with the opening of Silver Legacy Casino Resort in Reno. Prior to joining the Company, Ms. Lepori began her career with Arthur Anderson LLP in Las Vegas. Ms. Lepori earned a B.S. Degree in Accounting and Magna Cum Laude and Phi Beta Kappa honors from the University of Southern California. She is a Certified Public Accountant.

Josh Jones, 40, became our Chief Marketing Officer in February 2021 after serving as Senior Vice President of Operations from May 2019 through January 2021. He served as Vice President of Operations from May 2018 through April 2019 and as Vice President of Corporate Finance from January 2016 through April 2018. Mr. Jones holds a M.B.A. and a B.S. in International Business from the University of Nevada, Reno.

 

       

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COMPENSATION DISCUSSION AND ANALYSIS

Our executive compensation philosophy provides the foundation upon which all of our compensation programs are built. Our executive compensation philosophy, and our compensation policies, plans and programs, are under the supervision of the Compensation Committee. For a description of the composition, authority and responsibilities of the Compensation Committee, see “Compensation Process” below.

EXECUTIVE SUMMARY

OUR 2023 NAMED EXECUTIVE OFFICERS (“NEOs”)

The following executive officers are our NEOs for 2023:

 

   

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.

   Chief Legal Officer

Stephanie Lepori

   Chief Administrative and Accounting Officer

SIGNIFICANT BUSINESS HIGHLIGHTS

During the year ended December 31, 2023, we delivered strong operating results. Consolidated net income improved by over $1.7 billion in 2023 compared to 2022. Consolidated net revenues and consolidated adjusted earnings before interest, income taxes, depreciation and amortization (“Adjusted EBITDA”) increased by 6.5% and 21.4%, respectively, as compared to the same prior year period. Significant reductions in marketing expense and improved sports betting hold within our Caesars Digital segment were the primary drivers of these positive results. In addition, we realized incremental net revenues and Adjusted EBITDA attributable to the Company’s reopening of Horseshoe Lake Charles in the fourth quarter of 2022 as well as the opening of temporary gaming facilities at Caesars Virginia and Harrah’s Columbus Nebraska during the second quarter of 2023. Our Las Vegas segment also contributed to the improved financial performance driven by higher hotel occupancy, room rates, entertainment, and food and beverage revenues. Net income also improved from a one-time income tax benefit of $940 million resulting from the reversal of a valuation allowance related to certain deferred tax assets in 2023.

We continued to successfully execute on our strategy to deleverage and extend debt maturities. On February 6, 2023, we issued an aggregate principal amount of $2.0 billion of senior secured notes and amended our credit agreement for a new $2.5 billion term loan. Net proceeds received from these transactions were used to repay a principal amount of $4.4 billion of outstanding debt.

On February 6, 2024, we further amended our credit agreement for a new senior secured incremental term loan in an aggregate principal amount of $2.9 billion and issued $1.5 billion in an aggregate principal amount of senior secured notes. The net proceeds from the issuance of the senior secured notes and the net proceeds from the term loan, together with borrowings under our revolving credit facility, were used to (i) tender, redeem, repurchase, defease, and/or satisfy and discharge any and all of the principal amounts, including accrued and unpaid interest, related expenses and fees, and (ii) extend the maturities of approximately $4.4 billion of debt from 2025 to 2031 or later.

KEY ASPECTS OF 2023 EXECUTIVE COMPENSATION: STRONG EMPHASIS ON PERFORMANCE

50% of CEO and NEO Equity Compensation is Performance-Based

50% of the 2023 annual target long-term incentive equity grant was in the form of performance-based stock units (“PSUs”) for our CEO and other NEOs. The 2023 long-term incentive PSUs are based 65% on total shareholder return (“TSR”) goals, compared to the S&P 500 (“rTSR”), and 35% based on Adjusted EBITDA goals, both measured over a three-year performance period. Beginning with the 2024 long-term incentive PSUs, 80% will be based on TSR goals compared to the S&P 500 and only 20% will be based on Adjusted EBITDA goals in order to address shareholder feedback by decreasing the magnitude of the overlapping metrics between the short-term incentive (“STI”) and long-term incentive (“LTI”) programs. The threshold levels of performance that must be met before any PSUs are earned are rigorous and challenging. The other 50% of our CEO’s and other NEOs’ long-term incentive grants was in the form of time-based restricted stock units (“RSUs”), which vest ratably over three years subject to continued employment.

 

       
   

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Performance-based compensation is also subject to the Company’s clawback policy, which requires the Company to recoup amounts of excess incentive compensation in certain situations, including in the event that the Company is required to prepare a restatement to correct the Company’s material noncompliance with any financial reporting requirement under securities laws, and restatements that correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

The proportion of total compensation that was variable and “at-risk” and the performance-based metrics further enhanced the link between pay and performance for the CEO and NEOs and strengthened the alignment of the interests of the executive officers with those of our shareholders.

 

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Majority of CEO and NEO Total Target Compensation is At-Risk

Approximately 87% of our CEO’s and approximately 79% of our other NEOs’ 2023 annual total target compensation was variable and “at-risk”. These proportions enhance the strong link between pay and performance for our CEO and other NEOs and the alignment of interests with those of the Company and its shareholders.

 

A significant portion of our NEOs’ compensation is “at-risk”, meaning the NEOs’ right to receive such payment, and the amount of such payment, depends on either the achievement of corporate objectives or stock price performance and continued employment. Our targeted pay mix (fixed salary vs. variable pay) reflects a combination of competitive market conditions and strategic business needs. This variable pay is considered “at-risk” compensation. The target total compensation opportunities based on 2023 compensation levels that were considered “at-risk” are shown below (percentages in the following chart may not add due to rounding):

 

 

 

 

  (1)

Performance-based compensation (in the form of annual bonus and PSUs) as a percentage of target total compensation for the CEO and other NEOs are approximately 57% and 52%, respectively.

 

 

 

       

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Response to Say-on-Pay Advisory Vote and Shareholder Engagement

We value the perspective of our shareholders and believe that shareholder engagement leads to enhanced governance and executive compensation practices. We follow a robust process to systematically engage with our key shareholders to understand their perspectives and proactively address issues of importance. In particular, we regularly solicit and receive feedback relative to our executive compensation program in general.

In 2023, we had substantive engagements with shareholders representing approximately 75% of our outstanding common stock. These discussions covered a range of topics, including company performance, governance, and executive compensation. Participating in these discussions were members of management (including at various times our Chief Executive Officer, Chief Legal Officer, and SVP of Corporate Finance, Treasury and Investor Relations) and, from time to time, an independent member of our Board.

Our executive compensation programs have historically received strong shareholder support (averaging 96% percent from 2020–2022). Our 2023 Say-on-Pay vote received 78% support, which continues to demonstrate that the large majority of shareholders support our executive compensation practices and pay for performance alignment. The Compensation Committee reflects on the Say-on-Pay votes and feedback from shareholder engagements to continue evolving our program design. The following changes demonstrate the Board’s responsiveness to shareholder feedback and we believe will further strengthen the pay for performance nature of our program and the mitigation risks:

 

   

What we heard

 

How we responded

   

One-time off-cycle equity and cash awards are disfavored (especially after such an award was granted to the CEO two years previously)

 

The Compensation Committee commits to limiting any one-time discretionary grants or cash awards only to special circumstances and with robust disclosure of the Company’s rationale for making any such award. No off-cycle awards were granted to executive officers for 2023.

   

Consider reducing overlapping metrics in short-term and long-term incentive programs

 

The Compensation Committee considered numerous financial metrics for the PSU program. Adjusted EBITDA was approved because it is our primary determinant of long-term shareholder success. The Compensation Committee considered the overlap of Adjusted EBITDA in the STI and LTI programs, but ultimately decided that consistent Adjusted EBITDA performance is the strongest link to our investors. However, in light of shareholder concern, the Compensation Committee decided to reduce the Adjusted EBITDA metric’s portion of the LTI program (beginning with the January 2024 PSU grants), from 35% to 20%, thereby reducing overlap.

 

Annually, the Compensation Committee will rigorously review and approve financial targets to ensure consistent enhancement of financial performance and shareholder value.

   

For PSU grants, consider the appropriateness of a full three-year performance period, as opposed to the average of three single years

 

The 2024 PSU grant is based 80% on our three-year rTSR performance vs. the S&P 500, and 20% is based on the three-year average performance of one-year Adjusted EBITDA goals.

 

For the 80% portion based on rTSR performance, we are maintaining the three-year performance period.

 

For the 20% portion based on the three-year average performance of one-year Adjusted EBITDA goals, the Compensation Committee considered numerous factors including shareholder feedback in reviewing alternative approaches. However, in light of the post-COVID challenges in the gaming industry to forecast longer-term (e.g., three year) financial performance, the Compensation Committee approved the average of three successive one-year periods because the structure allows realistic performance targets to be set when management and the Compensation Committee have the most current financial information, and the approach has strong shareholder alignment with the inclusion of the most realistic Adjusted EBITDA targets.

 

       
   

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What we heard

 

How we responded

Relative TSR grants target median performance (target payout is based on performance in the 50th percentile)

 

In the interests of continuous improvement, annually the Compensation Committee will review market practices for relative TSR program design at our peers. The Compensation Committee considered numerous factors including shareholder feedback in reviewing alternative rTSR design approaches. After thorough review, the Compensation Committee determined that the current design is appropriate, reasonable, and sufficiently demanding given the Company’s current rTSR positioning, which resulted in a below target payout for the rTSR portion of the 2020 Transformational Grant and no payout for the rTSR portion of the 2021 PSU grant ending December 2023.

   

CEO base salary and thus annual and long-term incentive awards are above the peer median

 

In 2023, our independent compensation consultant performed a total compensation study with our peer companies. Our CEO’s 2023 target total compensation opportunity, including base salary and annual and LTI awards is at approximately the 50th percentile vs. our compensation peers identified later in this CD&A. In light of such positioning, the Compensation Committee determined that our CEO’s target total compensation opportunity was appropriate.

Our shareholders’ views on executive compensation are important to us, and the Compensation Committee and Board regularly consider the Say-on-Pay votes and shareholder insights in assessing our executive compensation program. We remain committed to continuing the dialogue with shareholders on compensation issues as part of our ongoing engagement.

OUR COMPENSATION PHILOSOPHY

Our executive compensation program is designed to attract, motivate, and retain critical executive talent, and to motivate actions that drive profitable growth, enhance the Company’s status as one of the leading gaming and entertainment companies in the world, and create long-term value for our shareholders. To that end, our executive compensation program includes base salary, and both time and performance-based incentives (including both cash-based and equity-based incentives) and is designed to (i) be flexible and market competitive, (ii) reward achievement of challenging but fair performance criteria, and (iii) enhance stock ownership at the executive level. Our compensation philosophy is that clear, distinct, and challenging but 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 shareholder 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 are aligned with our performance; and

 

 

align critical decision making with our business strategy and goal setting.

We assess the effectiveness of our executive compensation program from time to time and review risk mitigation and governance matters, which include maintaining the following best practices:

 

       

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IMPLEMENTING THE PHILOSOPHY

 

   

WHAT WE DO

 

LOGO    Maintain robust stock ownership guidelines for NEOs and directors

 

LOGO    Set maximum payout limit on our annual incentive plan and LTI plan awards

 

LOGO    Maintain a policy for recovery of erroneously awarded compensation (clawback policy)

 

LOGO    Retain an independent compensation consultant reporting directly to the Compensation Committee

 

LOGO    Enforce strict insider trading and anti-hedging policies

 

LOGO    Incorporate double-trigger (rather than single trigger) change in control provisions

 

LOGO    Require that, in the event of certain terminations (as defined below), prior to January 1, 2025, executive officers will be required to repay to the Company a pro rata portion of his or her one-time signing bonus paid in December 2021

 

LOGO    Maintain a Compensation Committee that is comprised solely of independent directors

 

LOGO    Provide that the majority of our executive officers’ compensation is granted in the form of long-term equity awards, which we believe aligns their interests with those of our shareholders

 

 

WHAT WE DON’T DO

 

LOGO    No change-in-control severance multiple in excess of 2.99x annual base salary and target annual bonus

 

LOGO    We do not provide excise tax gross-ups for any officer

 

LOGO    We do not provide extensive executive perquisites

 

LOGO    No enhanced retirement formulas

 

LOGO    No minimum levels of compensation guaranteed

 

LOGO    No payment of dividend or dividend equivalents on unvested stock or unearned performance units

 

LOGO    No repricing underwater options without shareholder approval

COMPENSATION PROCESS

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 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 NEOs;

 

 

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;

 

 

administering our clawback policy;

 

 

selecting or receiving advice from compensation consultants, legal counsel or other advisors; 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 Administrative and Accounting Officer, the Chief Legal Officer, the CFO and their respective team members (with respect to the establishment of performance metrics), and Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), the Compensation Committee’s independent compensation consultant.

 

       
   

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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 shareholders. With the Compensation Committee’s approval, Aon may work directly with management on certain executive compensation matters. During 2023, Aon was engaged by the Company’s management to provide additional services related to risk analysis, insurance coverage, healthcare and ESG services and received fees for such services of approximately $9.1 million (approximately 0.07% of Aon’s 2023 revenue). Also in 2023, Aon’s professional fees for assisting the Board with executive compensation issues for the NEOs was approximately $119,000 (approximately 0.0009% of Aon’s 2023 revenue). 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, and also considered the additional services provided by Aon as described above. For 2023, 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 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 NEO pay;

 

 

providing advice to the Compensation Committee on governance best practices as well as any other areas of concern or risk;

 

 

assisting with the development of a compensation peer group for annual executive compensation study;

 

 

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.

Role of Management in Compensation Decisions

The CEO makes recommendations to the Compensation Committee concerning the compensation of the NEOs (other than himself). In addition, the CEO, the COO, the Chief Administrative and Accounting Officer and the CFO are involved in setting the business goals that are used as the performance goals for the annual and LTI plans, subject to the Compensation Committee’s approval. The CEO, CFO, Chief Legal Officer, and Chief Accounting and Administrative Officer 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 NEOs, 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, as provided by Aon, 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 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

The Compensation Committee believes that obtaining relevant market data where the Company competes for talent is very important to making determinations about executive compensation.

Annually, the Compensation Committee reviews total compensation market data provided by Aon. The Compensation Committee reviews and approves the peer group used for comparisons prior to commencement

 

       

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of the pay study. Consistent with prior years, the following peer group development criteria were used to develop a group of peer companies to assist with fiscal year 2023 pay decisions:

 

 

Industry: Companies from the gaming, hospitality, hotel and leisure industries based on the Global Industry Classification System.

 

 

Company size: Approximately 0.4x to 3x our annual revenues, with a secondary focus on market capitalization at the time of the assessment.

 

 

Peers: Companies using Caesars as a peer in their compensation peer group.

 

 

Peers of peers: Companies used by potential peers in their peer groups.

 

 

Competitors: Companies that compete with Caesars for business and management talent.

 

 

Management and Board recommendations.

The peer group used as a reference point to assist the Compensation Committee with 2023 compensation decisions was unchanged from the prior year and is set forth below:

 

     

Boyd Gaming Corporation

 

Carnival Corporation

 

Hilton Worldwide Holdings

 

Hyatt Hotels Corporation

  

Las Vegas Sands

 

Marriott International

 

MGM Resorts International

 

Norwegian Cruise Line Holdings

  

Penn Entertainment, Inc.

 

Royal Caribbean Cruises

 

Wynn Resorts

Exceptions to the primary criteria used for peer group may be applied, to the extent determined appropriate.

The Compensation Committee uses competitive compensation data from the annual total compensation study of peer companies as a reference point to make informed decisions about targeted total compensation opportunities and specific compensation elements. The Compensation Committee does not benchmark total compensation to any specific percentile relative to the peer companies or the broader United States market, but is fully informed of the competitive landscape. The Compensation Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as Company, business and individual performance, scope of responsibility, critical needs and skill sets, leadership potential and succession planning.

Realizable Pay Demonstrates Pay for Performance Alignment

As described in more detail below, a core component of our compensation philosophy is to incentivize our executive officers by creating a strong link between their performance and compensation. To show the alignment of CEO pay outcomes with performance, it is useful to illustrate the amounts realizable as of April 1, 2024, relative to the target amounts of CEO compensation set by the Compensation Committee for the relevant year.

Realizable pay shows this relationship because it reflects the actual value of compensation received or to be received by our CEO, and fluctuates with financial metric performance and changes in our share price. For this reason, contrasting target pay with realizable pay provides a meaningful demonstration of the pay for performance alignment of our executive compensation program.

When we do not meet performance targets and/or our share price decreases, the CEO’s realizable pay is directly affected.

 

       
   

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The following chart demonstrates the relationship between the target and realizable pay values, in each of the past three years, of our CEO’s annual incentive cash bonus and equity grants, including annual RSU and PSU grants, as well as Mr. Reeg’s 2022 performance-based one-time hurdle award.

 

 

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The target grant values shown in the table above reflect the target level awards approved by the Compensation Committee for determining the number of RSUs and PSUs granted to our CEO, which differs from the values we are required to report in the Summary Compensation Table. Mr. Reeg’s one-time hurdle award granted in 2022 is based on the grant date fair value of the award as no target value was used in determining such award. Realizable value shown for the long-term incentive equity awards reflects (1) the actual value of all RSUs and PSUs that have vested, based on the stock price on the vesting date as applicable, (2) shares for each unearned PSUs based on the achievement of applicable performance metrics as of April 1, 2024, multiplied by the then closing price of $43.17, (3) the one-time hurdle award granted in 2022 consisting of three stock-price hurdles based on the number of shares that would be received if the performance period concluded on April 1, 2024, at a closing price of $43.17, if any, multiplied by the then closing stock price, and (4) the number of unvested RSUs multiplied by our closing stock price of $43.17 as of April 1, 2024. The realizable value shown for the annual incentive cash bonus reflects the actual bonus earned based on company performance for the applicable year.

Because the change in share price is a key component of the equity value, the realizable equity value represented substantially less than the target value, demonstrating the direct link between performance and pay outcomes.

 

       

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OUR COMPENSATION PROGRAMS

OVERVIEW

 

As described below, various Company policies are in place to shape our executive pay plans, including:

 

 

Salaries are linked to (i) competitive factors and (ii) internal equity relative to other members of the executive team and can be (but are not required to be) increased as a result of successful job performance.

 

 

Our annual bonus programs are designed to provide incentive compensation based on our financial performance.

 

Long-term equity incentives are tied to our sustained long-term financial performance and enhancement of total shareholder value.

 

 

Retirement and health and welfare programs are generally on the same terms and conditions as those made available to salaried team members.

 

 

ELEMENTS OF EXECUTIVE COMPENSATION AND BENEFITS FOR 2023

BASE SALARY

The Compensation Committee believes that base salary levels should recognize the skill, competency, experience and performance an executive brings to his or her position. The Compensation Committee determines base salaries using both competitive market data from Aon’s competitive assessment using the peer group and a comprehensive assessment of relevant factors such as experience level, value to shareholders, responsibilities, future leadership potential, critical skills, individual contributions and performance, economic conditions, and the market demands for similar talent.

As previously described, the Compensation Committee performs an annual review of the total compensation provided to our executive officers as compared to our selected peer groups. Based on the analysis performed, applying judgement and discretion, the Compensation Committee determined that the 2023 base salaries of the executive officers would remain unchanged from 2022 base salaries.

The NEOs’ base salary levels are set forth in the table below.

 

EXECUTIVE NAME

   BASE SALARY AS OF
DECEMBER 31, 2023
     BASE SALARY AS OF
DECEMBER 31, 2022
     % Change  

Thomas R. Reeg

          $ 2,000,000             $ 2,000,000        No Change  

Bret Yunker

          $ 1,150,000             $ 1,150,000        No Change  

Anthony L. Carano

          $ 1,350,000             $ 1,350,000        No Change  

Edmund L. Quatmann, Jr.

          $ 775,000             $ 775,000        No Change  

Stephanie Lepori

          $ 700,000             $ 700,000        No Change  

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 reward potential. Annual incentive awards have historically been based on the achievement of Adjusted EBITDA targets (as defined below). Performance targets are set by the Compensation Committee annually at the start of the applicable fiscal year. Adjusted EBITDA was established as the primary performance metric for 2023 because the Compensation Committee believed that it most accurately reflects our results of operations and represents a key performance metric in the gaming/casino industry.

Consistent with the Compensation Committee’s evaluation of the executive officers base salary described above, the Compensation Committee determined that the 2023 target bonus opportunities, as a percentage of base salary, of the executive officers would remain unchanged from the 2022 target bonus opportunities.

 

       
   

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The Compensation Committee approved the following target bonus opportunities for the 2023 calendar year:

 

EXECUTIVE NAME

   2023 TARGET OPPORTUNITY
(AS A % OF BASE SALARY)
     2022 TARGET OPPORTUNITY
(AS A % OF BASE SALARY)
     % Change  

Thomas R. Reeg

     200%        200%        No Change  

Bret Yunker

     125%        125%        No Change  

Anthony L. Carano

     125%        125%        No Change  

Edmund L. Quatmann, Jr.

     100%        100%        No Change  

Stephanie Lepori

     100%        100%        No Change  

With respect to the Adjusted EBITDA financial metric, performance levels for threshold and maximum bonus opportunities were also established at the beginning of 2023 as they are based on a percentage of the approved target opportunity. The following table sets forth the threshold, target, and maximum levels established under the 2023 annual incentive plan at the beginning of 2023, based on the budget for 2023, and the levels actually achieved based on performance:

 

PERFORMANCE LEVEL

   PERFORMANCE REQUIREMENT   

CONSOLIDATED

ADJUSTED EBITDA

(‘000’S)

     PAYOUT
PERCENTAGE
OF TARGET
 

Threshold

   90% of target goal        $ 3,558,600        50.0%  

Target

   100% of target goal        $ 3,954,000        100.0%  

Maximum

   115% of target goal        $ 4,547,100        200.0%  

Actual for 2023 *

   100.4% of target goal        $ 3,972,000        102.8%  

 

*

See below for a discussion of the adjustments to Adjusted EBITDA for compensation purposes which differ from the Adjusted EBITDA as reported on our Form 10-K.

 

EXECUTIVE NAME

   ANNUAL BONUS
EARNED FOR 2023
     ANNUAL BONUS
EARNED FOR 2023 AS
% OF TARGET
 

Thomas R. Reeg

       $ 4,112,000        102.8%  

Bret Yunker

       $ 1,477,750        102.8%  

Anthony L. Carano

       $ 1,734,750        102.8%  

Edmund L. Quatmann, Jr.

       $ 796,700        102.8%  

Stephanie Lepori

       $ 719,600        102.8%  

Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation of Net Income (Loss) to Adjusted EBITDA, see the section entitled “Supplemental Unaudited Presentation of Consolidated Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) for the Year Ended December 31, 2023” on pages 47-48 of our 2023 Annual Report on Form 10-K. For purposes of determining targets for bonus opportunities and achievement of such targets for 2023, consolidated Adjusted EBITDA was calculated as described in our Form 10-K for the year ended December 31, 2023, as further adjusted by the Compensation Committee in its authority to exclude rent paid under our Rio All-Suite Hotel and Casino lease during the 2023 fiscal year, prior to its previously contemplated divestiture which occurred in October 2023.

LONG-TERM INCENTIVES (EQUITY-BASED AWARDS)

Our 2015 Equity Incentive Plan allows us to grant incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, other stock-based awards, and performance awards.

 

       

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2023 Equity Mix

As in past years, for LTI awards made to executive officers during 2023, the equity compensation mix was 50% RSUs and 50% PSUs (based on dollar-denominated values). For 2023, 65% were based on a three-year rTSR against the S&P 500 and 35% of the PSUs were based on Adjusted EBITDA achievement over three years (based on dollar-denominated values).

Based on a thorough review of Aon’s independent market data described above, the Compensation Committee established annual target LTI levels which were used to determine the target grant date value of LTI awards made to executive officers during 2023.

Consistent with the Compensation Committee’s evaluation of each executive officer’s base salary and annual incentive compensation described above, the Compensation Committee determined that each NEO’s target grant date LTI award opportunity for 2023 (as a percentage of base salary) would remain unchanged from the 2022 LTI award opportunity as set forth in the table below:

 

EXECUTIVE NAME

   2023 LTI AWARD TARGET OPPORTUNITY
(AS A % OF BASE SALARY)
    

2022 LTI AWARD TARGET OPPORTUNITY

(AS A % OF BASE SALARY)

     % Change  

Thomas R. Reeg

     450%        450%        No Change  

Bret Yunker

     300%        300%        No Change  

Anthony L. Carano

     300%        300%        No Change  

Edmund L. Quatmann, Jr.

     200%        200%        No Change  

Stephanie Lepori

     200%        200%        No Change  

For Mr. Reeg, his 2022 LTI Award target opportunity shown above does not include his special one-time MSU grant made during 2022, which was 100% performance-based.

Relative Total Shareholder Return (“rTSR”)

The portion of the 2023 annual LTI awards that is based on rTSR is intended to motivate our senior management team to maximize the wealth accumulation of our shareholders by outperforming the S&P 500. rTSR is critical because it ties executive officer compensation to the shareholder experience and the creation of shareholder value, and it aligns the interests of executive officers with those of the Company and its shareholders. By measuring our stock performance relative to an index, it mitigates the impact of macroeconomic factors, both positive and negative, that affect the industry and/or stock price performance and are beyond the control of management, and it provides rewards that are more directly aligned with performance through different economic cycles.

The performance and payout slopes for the rTSR portion of the 2023 LTI awards are as follows:

 

 

75th percentile TSR ranking and above: 200% of target payout

 

 

50th percentile TSR ranking: 100% of target payout

 

 

35th percentile TSR ranking: 50% of target payout

 

 

Below 35th percentile: No payout

 

 

Payouts for performance between threshold, target, and maximum percentile requirements are interpolated on a straight-line basis.

 

 

If our 3-year TSR is negative, then the final payout level for these awards will be capped at “target”, even if our TSR falls above the 50th percentile of the TSR ranking against the peer group. For example, if our 3-year TSR is negative, but our TSR ranking was attained at the 75th percentile, the final award payout level would be 100% of target, not 200%.

 

       
   

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Adjusted EBITDA

The portion of the 2023 annual LTI awards that is based on Adjusted EBITDA (which has the same definition as that used for our annual incentive plan) is intended to motivate our senior management team to achieve operational performance that is aligned to top-line operating metrics. The Board and management view Adjusted EBITDA as a critical indicator of Company performance given the nature of our business, which is why the Compensation Committee determined it was appropriate to include Adjusted EBITDA as a performance metric in both the 2023 annual incentive plan and the 2023 LTI programs. Adjusted EBITDA is a useful indicator of cash flow from operations, which continues to be of importance to our business. It also focuses executive officers on the Company’s most critical strategic priority of profitability, and aligns their incentives, both short and long term, with the goal of generating a measure of income, a key driver of valuation.

For each calendar year ended or ending December 31st of 2023, 2024 and 2025 (each, a “Performance Year”), the Compensation Committee has established, or will establish, a “target” level of Adjusted EBITDA to be achieved for such Performance Year (each, a “Performance Year Target”). The percentage at which each Performance Year Target has been achieved will be averaged following the end of the full three-year performance period in order to calculate the cumulative percentage of achievement of the overall Adjusted EBITDA goal (the “Cumulative Percentage”). The average of three successive one-year periods is applied because the structure allows the most realistic Adjusted EBITDA performance targets to be set by management and the Compensation Committee with consideration of the most current financial information providing strong shareholder alignment. Based on the payout percentage (the “Payout Percentage”) applicable to the Cumulative Percentage, a number of PSUs as a percentage of the target number of PSUs granted in respect of the Adjusted EBITDA metric (the “EBITDA Target Award”) will remain eligible to vest subject to continued employment at the end of the total three-year performance period.

The Adjusted EBITDA performance goal and actual achievement is disclosed annually in our CD&A. Please reference “Annual Incentives (Cash-Based Bonus Plan)” on page 37 for the fiscal year 2023 Adjusted EBITDA performance goals and actual achievement.

The payout slopes for this portion of the 2023 LTI awards are the same as the payout slopes established for the 2023 annual incentive plan (i.e., 90% achievement results in 50% payout, 100% achievement results in 100% payout and 115% achievement and above results in 200% payout).

 

 

If the Cumulative Percentage is less than 90%, then the Payout Percentage related to the EBITDA Target Award will be 0%.

 

 

Straight-line interpolation will be used to determine the Payout Percentage for any Cumulative Percentage between 90% and 100% and between 100% and 115%, based upon the Payout Percentages set forth above.

The Compensation Committee reserves the authority to make appropriate adjustments to the calculations and determinations of the applicable performance targets/level of achievement.

The 2023 annual LTI grants to the NEOs were as follows:

 

EXECUTIVE NAME

   TARGET AS A %
OF SALARY
   RSU* TARGET
GRANT VALUE
   PSU* TARGET
GRANT VALUE

Thomas R. Reeg

       450%           $ 4,500,000         $ 4,500,000

Bret Yunker

       300%           $ 1,725,000         $ 1,725,000

Anthony L. Carano

       300%           $ 2,025,000         $ 2,025,000

Edmund L. Quatmann, Jr.

       200%           $ 775,000         $ 775,000

Stephanie Lepori

       200%           $ 700,000         $ 700,000

 

*

The target grant values set forth in the table above differ from the values reflected in the Summary Compensation Table. The target grant values shown in the table above reflect the target level awards approved by the Compensation Committee for each of the NEOs, whereas the value shown in the Summary Compensation Table is based on the grant date fair value computed in accordance with Accounting Standards Codification 718. The Compensation Committee was aware of the potential difference between target award values and accounting values when it approved target award values for each of the executive officers.

 

       

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Achievement of 2021 PSU Grants

The LTI grants made to executive officers during 2021 were 50% time-based RSUs vesting ratably over three years and 50% PSUs (based on dollar-denominated values). For 2021, 35% of the dollar-denominated values of the PSUs were based on our annual Adjusted EBITDA achievement for 2021, 2022 and 2023, and 65% were based on the Company’s three-year relative TSR ranking against the S&P 400 Midcaps, measured over a three-year period ending December 31, 2023. The 2021 PSU grant achieved an overall payout of 48.0% of the targeted number of awards as detailed below.

2021 Adjusted EBITDA PSU

At the end of the three-year performance period, the Compensation Committee determined that a payout of 137.2% of the target award was appropriate based on the annual Adjusted EBITDA performances against budget of 102.8%, 110.0%, and 200.0% for the years ended December 31, 2023, 2022 and 2021, respectively. These Adjusted EBITDA PSUs vested on January 29, 2024.

2021 rTSR PSU

At the end of the three-year performance period, it was determined that the ending average stock price over the 20-day trading period prior to December 31, 2023, of $46.22 ranked in the 12th percentile, which did not meet the threshold of the 35th percentile. These rTSR PSUs were not earned, resulting in zero payout.

Achievement of 2020 Transformation Equity Grants to NEOs

In connection with the consummation of the merger in July 2020, the Compensation Committee approved PSU grants to Messrs. Reeg, Yunker, Anthony L. Carano, and Quatmann based on the Company’s relative TSR against the S&P 400 Midcaps, scheduled to cliff vest at the end of the performance period of July 20, 2020 (the closing date of the merger) through July 19, 2023 (the “2020 Transformation Award”). Ms. Lepori was not an NEO at the time of the Compensation Committee’s approval and did not receive a performance-based 2020 Transformation Award. Instead, Ms. Lepori received a time-based RSU award that had a cliff vest tied to the three-year period following the closing date of the merger. At the end of the 2020 Transformation Award’s performance period, it was determined that the ending average stock price over the 20-day trading period prior to July 19, 2023, of $50.48 ranked in the 38th percentile, resulting in a 60% payout of the target number of awards initially granted.

BENEFITS

The NEOs 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 team members. We offer a deferred compensation plan to certain team members, including our executive officers, in order to give them the ability to elect to defer the payment of all or a portion of their base salary and annual performance bonus earned in respect of a given year.

CLAWBACKS AND FORFEITURES

Policy for Recovery of Erroneously Awarded Compensation

Pursuant to the terms of our Policy for Recovery of Erroneously Awarded Compensation, in the event that the Company is required to prepare an accounting restatement, the Company is required (subject only to a determination by the Compensation Committee that recovery would be impracticable) to recover from executive officers the portion of any incentive-based compensation that is erroneously awarded regardless of whether the executive officer engaged in misconduct or otherwise caused or contributed to the requirement for the restatement.

Other Forfeiture Requirements

The employment agreements with our executive officers provide that, in the event an executive’s employment terminates due to the executive’s resignation without “good reason” or by the Company for “cause” (as such terms are defined in the Executive Employment Agreements (as defined below)), prior to January 1, 2025, the executive will be required to repay to the Company a pro rata portion of the executive’s one-time signing bonus paid in December 2021.

 

       
   

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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 in order to reinforce the alignment of the interests of the CEO and other NEOs with those of the Company and its shareholders.

To that end, we maintain the following minimum stock ownership guidelines for our executive officers:

 

POSITION

   MULTIPLE OF BASE SALARY  

CEO

     5x  

CFO and COO

     4x  

Other Executive Officers

     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 or her 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. For purposes of calculating level of compliance, shares owned outright, vested RSUs, unvested time-based RSUs, PSUs that have been earned based on performance and vested but deferred shares, will count toward the ownership guidelines. Performance units that remain subject to performance conditions and unexercised options do not count toward the guidelines. As of December 31, 2023, each NEO had met these 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. 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. For purposes of calculating level of compliance, shares owned outright, vested RSUs, unvested time-based RSUs, and vested but deferred shares, will count toward the ownership guidelines. Similar to our executive officer stock ownership guidelines, performance units that remain subject to performance conditions and unexercised options do not count toward the guidelines. As of December 31, 2023, each non-employee director had met these guidelines.

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. The Compensation Committee approves equity awards during “open window” periods (i.e., does not approve awards at a time when either the Company or the executive(s) are in possession of material non-public information).

HEDGING POLICY

The Company’s Securities Trading Policy provides that no director, officer or team member of the Company or other controlled businesses (collectively, “Caesars Companies”) may enter into short sales of Company Securities (defined below) or buy or sell exchange-traded options (puts or calls) on Company Securities.

“Company Securities” means any stock, bond, debentures, options, warrants or other marketable equity or debt security issued by any Caesars Company; and any security or other instrument issued by an unrelated third party and based on any equity or debt security (including exchange-traded options and credit default swaps) of any Caesars Company.

 

       

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PERSONAL BENEFITS AND 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 shareholders. We pay short and long-term disability and life insurance premiums for the NEOs.

Our Board of Directors approved the use of Company-owned or leased aircraft for personal travel, on a limited basis, by our CEO. Additionally, our Board also delegated the authorization of such aircraft use by our executive officers, to our CEO. The executives are taxed for any such personal travel, and we report the aggregate incremental costs to the Company in the “All Other Compensation” column of the Summary Compensation Table. 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 resorts and casinos, we are able to offer our team members, including our executive officers, as well as our directors, with the opportunity to use our facilities at comped values, not to exceed $20,000 per year. This benefit is provided at a nominal or at no incremental cost to the Company. This program is designed to provide our team members, executive officers and directors with the opportunity to experience our facilities and provide feedback for the Company to take into account on an on-going basis.

For more information on these benefits, see the footnotes to the “All Other Compensation” column of the Summary Compensation Table.

2024 Executive Officer Employment Agreement Extensions

The Compensation Committee views the executive leadership team as being absolutely critical to the Company’s success and ability to drive shareholder value, given their collective company and gaming industry experience. The Compensation Committee also believes that current management remains a cohesive unit with a shared management operating philosophy. Accordingly, as previously disclosed, on January 26, 2024, in order to extend the terms of this team and further align them with shareholder interests, we amended the employment agreements for each of the NEOs to extend the term of employment by two years (i.e., from January 1, 2025 to January 1, 2027), with automatic one-year renewals thereafter. The employment agreements for our NEOs are described further below under “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreements”.

In conjunction with these extensions and in order to deepen the commonality of interest between our executives and our shareholders, as consideration for each executive’s agreement to extend their employment term, on January 26, 2024, each executive was granted a special equity award of RSUs in the following amounts: Mr. Reeg 70,126, Mr. Anthony L. Carano 82,509, Mr. Yunker 57,754, Mr. Quatmann 49,505, Ms. Lepori 14,750 and Mr. Jones 10,250. The RSUs will vest in equal one-third installments over the remaining three-year term of employment on each of the first three anniversaries of January 1, 2024, subject to the executive’s continued service on each applicable vesting date.

COMPENSATION COMMITTEE REPORT

The role of the Compensation Committee is to assist the Board in its oversight of the Company’s executive compensation, including approval and evaluation of director and officer compensation plans, programs and policies and administration of the Company’s bonus and other incentive compensation plans. The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this Proxy Statement. Based on this review and discussion, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement for the Annual Meeting.

 

Don R. Kornstein, Chair    Courtney R. Mather    Michael E. Pegram

The above Compensation Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent the Company specifically incorporates this Report by reference therein.

 

       
   

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Summary Compensation Table

The following table summarizes the total compensation paid to or earned by each of our NEOs for the fiscal years ended December 31, 2023, 2022 and 2021.

 

NAME AND

PRINCIPAL

POSITION

  YEAR     SALARY
($)
    BONUS(1)
($)
   

STOCK
AWARDS(2)

($)

    NON-EQUITY
INCENTIVE PLAN
COMPENSATION(3)
($)
    ALL OTHER
COMPENSATION(4)
($)
    TOTAL
($)
 

Thomas R. Reeg

Chief Executive Officer

    2023       2,000,000             12,161,765       4,112,000       336,594       18,610,359  
    2022       2,000,000             24,616,624       4,400,000       333,296       31,349,920  
    2021       2,000,000       5,000,000       7,391,597       8,000,000       205,654       22,597,251  

Bret Yunker

Chief Financial Officer

    2023       1,150,000             4,661,992       1,477,750       50,155       7,339,897  
    2022       1,150,000       244,375       3,425,776       1,581,250       35,629       6,437,030  
    2021       1,000,000       1,500,000       2,111,760       2,500,000       25,571       7,137,331  

Anthony L. Carano

President and Chief

Operating Officer

    2023       1,350,000             5,472,813       1,734,750       63,735       8,621,298  
    2022       1,350,000       286,875       4,021,635       1,856,250       38,906       7,553,666  
    2021       1,300,000       1,500,000       2,745,368       3,250,000       85,693       8,881,061  

Edmund L.

Quatmann, Jr.

Chief Legal Officer

    2023       775,000             2,094,492       796,700       110,003       3,776,195  
    2022       775,000       131,750       1,539,047       852,500       60,951       3,359,248  
    2021       750,000       1,000,000       1,187,837       1,500,000       17,353       4,455,190  

Stephanie Lepori

Chief Administrative
and Accounting
Officer

    2023       700,000             1,891,766       719,600       16,001       3,327,367  
    2022       700,000       119,000       1,390,108       770,000       15,158       2,994,266  
    2021       650,000       1,000,000       686,238       780,000       15,253       3,131,491  

 

(1)

Amounts shown for 2022 represent the incremental performance bonus awarded as a result of the efforts, leadership, and performance in response to the continued impact of COVID-19 on the Company’s operations in early 2022. Amounts in 2021 represent one-time cash signing bonuses in conjunction with the execution of new employment agreements.

 

(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 20, 2024. Key assumptions used in the Monte Carlo simulation for determining the grant date fair value of the 2023 relative TSR PSUs included: (i) the expected term and remaining performance period of 2.93 years; (ii) a risk-free rate of 3.88% derived from two and three year continuously compounded semi-annual zero-coupon U.S. Treasury rates, interpolated to determine a 2.93 year maturity; (iii) a dividend yield of 0%; and (iv) an expected volatility of 91.23% based on the historical volatility of the Company and each member of the S&P 500 Index over the prior 2.93 years. At the grant date, we believed that it was probable that the performance criteria applicable to the non-market-based PSUs would be met at target level and that each individual will remain employed through the vesting period. For the market-based PSUs (i.e., the PSUs based on rTSR and Mr. Reeg’s hurdle award granted during 2022), the probable outcome of achievement of the market-based TSR goals / applicable stock price hurdles was determined using a Monte Carlo simulation model. For both the market-based and non-market based PSUs (other than Mr. Reeg’s hurdle award), the maximum number of PSUs eligible to vest is equal to 200% of the target award. Assuming maximum level of achievement of the PSUs with non-market-based performance conditions granted during 2023, the grant date fair value of the awards granted to Messrs. Reeg, Yunker and Anthony L. Carano, Mr. Quatmann and Ms. Lepori would have been $3,582,014, $1,373,038, $1,611,922, $616,866 and $557,118, respectively. The hurdle award granted to Mr. Reeg in 2022 are only eligible to vest up to 100% of the awards granted.

 

(3)

Amounts shown for 2023, 2022 and 2021 represent the amounts earned under our annual bonus plan in respect of performance achieved during the applicable year.

 

       

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(4)

All other compensation for 2023 consisted of the following:

 

NAME

  

LIFE
INSURANCE
PREMIUMS

($)

    

LONG-
TERM
DISABILITY

($)

    

GROUP

TERM

LIFE
INSURANCE

($)

    

USE OF

CORPORATE

OR LEASED

AIRCRAFT

($)(a)

    

401(K)

MATCH

($)

    

HEALTH
SAVINGS
ACCOUNT

($)

    

TOTAL

($)

 

Thomas R. Reeg

     2,352        1,479        5,382        320,400        6,981               336,594  

Bret Yunker

     2,352        1,479        3,510        36,064        6,750               50,155  

Anthony L. Carano

     2,352        1,479        2,340        57,564                      63,735  

Edmund L. Quatmann, Jr.

     1,823        1,479        4,140        92,161        9,900        500        110,003  

Stephanie Lepori

     1,646        1,479        3,726               9,150               16,001  

 

(a)

The amounts disclosed reflect the aggregate incremental cost to the Company of providing certain personal use of Company-owned or leased aircraft. For leased aircraft, this cost is calculated based on the applicable hourly rate charged to the Company, plus fuel and ancillary charges. The cost of Company-owned aircraft is calculated based on an estimate of the aggregate incremental cost to the Company, consisting of the cost to the Company of fuel, trip-related maintenance, crew travel expenses, on-board catering, landing fees, trip-related hangar/parking costs and other miscellaneous variable costs. Since our aircraft is used primarily for business travel, we do not include the fixed costs that do not change based on usage, such as pilots’ salaries, depreciation of the purchase costs of our aircraft and the cost of maintenance not specifically related to trips. From time to time, certain family members or other guests will accompany the NEOs on personal trips when using Company-owned aircraft, at a nominal or at no incremental cost to the Company.

 

       
   

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Grants of Plan-Based Awards Table

The following table sets forth information regarding the grant of plan-based awards made during 2023 to the NEOs.

 

        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 OR
UNITS (#)

 

GRANT
DATE
FAIR
VALUE OF
STOCK
AWARDS(2)
($)

NAME

 

GRANT

DATE

 

THRESHOLD

($)

 

TARGET

($)

 

MAXIMUM

($)

 

THRESHOLD

(#)

 

TARGET

(#)

 

MAXIMUM

(#)

Thomas R. Reeg

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

Annual Incentive Plan

      1/1/2023       2,000,000       4,000,000       8,000,000                              

Time-based

      1/27/2023                                           97,638       5,117,208

Performance-based Adjusted EBITDA

      1/27/2023                         17,087       34,173       68,346             1,791,007

Performance-based rTSR

      1/27/2023                         31,732       63,464       126,928             5,253,550

Bret Yunker

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

Annual Incentive Plan

      1/1/2023       718,750       1,437,500       2,875,000                              

Time-based

      1/27/2023                                           37,428       1,961,601

Performance-based Adjusted EBITDA

      1/27/2023                         6,550       13,099       26,198             686,519

Performance-based rTSR

      1/27/2023                         12,164       24,328       48,656             2,013,872

Anthony L. Carano

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

Annual Incentive Plan

      1/1/2023       843,750       1,687,500       3,375,000                              

Time-based

      1/27/2023                                           43,937       2,302,738

Performance-based Adjusted EBITDA

      1/27/2023                         7,689       15,378       30,756             805,961

Performance-based rTSR

      1/27/2023                         14,280       28,559       57,118             2,364,114

Edmund L. Quatmann, Jr.

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

Annual Incentive Plan

      1/1/2023       387,500       775,000       1,550,000                              

Time-based

      1/27/2023                                           16,815       881,274

Performance-based Adjusted EBITDA

      1/27/2023                         2,943       5,885       11,770             308,433

Performance-based rTSR

      1/27/2023                         5,465       10,930       21,860             904,785

Stephanie Lepori

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

Annual Incentive Plan

      1/1/2023       350,000       700,000       1,400,000                              

Time-based

      1/27/2023                                           15,188       796,003

Performance-based Adjusted EBITDA

      1/27/2023                         2,658       5,315       10,630             278,559

Performance-based rTSR

      1/27/2023                         4,936       9,872       19,744             817,204

 

(1)

Represents threshold, target and maximum annual incentive program opportunities under the 2023 annual incentive program. The actual amount earned for 2023 is shown in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. At the grant date, we believed that it was probable that the performance criteria applicable to the non-market-based PSUs would be met at target level and that each individual will remain employed through the vesting period. For the market-based PSUs (i.e., the PSUs based on rTSR), the probable outcome of achievement of the market-based TSR goals was determined using a Monte Carlo simulation model.

 

(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 20, 2024. Key assumptions used in the Monte Carlo simulation for determining the grant date fair value of the 2023 relative TSR PSUs included: (i) the expected term and remaining performance period of 2.93 years; (ii) a risk-free rate of 3.88% derived from two and three year continuously compounded semi-annual zero-coupon U.S. Treasury rates, interpolated to determine a 2.93 year maturity; (iii) a dividend yield of 0%; and (iv) an expected volatility of 91.23% based on the historical volatility of the Company and each member of the S&P 500 Index over the prior 2.93 years.

 

       

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Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreements

New Employment Agreements Effective January 1, 2024

In January 2024, we entered into amended and restated employment agreements with each of our NEOs. Each NEO is referred to herein as an “Executive” and, collectively the amended and restated employment agreements and new executive employment agreements are referred to herein as the “Executive Employment Agreements.” The Executive Employment Agreements became effective on January 1, 2024.

As consideration for each Executive’s agreement to extend their employment term, each Executive was granted a one-time sign-on equity award of RSUs in the following amounts: Mr. Reeg 70,126, Mr. Anthony L. Carano 82,509, Mr. Yunker 57,754, Mr. Quatmann 49,505 and Ms. Lepori 14,750. The RSUs will vest in equal one-third installments over the remaining three-year term of employment on each of the first three anniversaries of January 1, 2024, subject to the Executive’s continued service on each applicable vesting date. In the event each Executive’s employment terminates due to Executive’s resignation without “good reason” or by the Company for “cause” (as such terms are defined in the amended and restated employment agreements), prior to January 1, 2027, the Executive will forfeit the unvested portion of the sign-on RSU award. The sign-on RSU award will be subject to the terms, conditions and restrictions specified in the Company’s Amended and Restated 2015 Equity Incentive Plan and award agreement.

Each Executive Employment Agreement is for a three-year term until January 1, 2027, with automatic one-year renewals unless a notice of non-renewal is provided by either party at least three months before the scheduled renewal date. If a “change in control” (as defined in the applicable Executive Employment Agreement) occurs during the term of the agreement, the then-current term of such agreement will be extended an additional two years from the change in control, subject to automatic renewal for subsequent periods.

The Executive Employment Agreements provide for a base salary, annual incentive bonus opportunity as a percentage of base salary, and an LTI award opportunity as a percentage of base salary.

In the event of a termination of Mr. Reeg’s employment by the Company without “cause” or if Mr. Reeg terminates his employment for “good reason” (each as defined in Mr. Reeg’s Executive Employment Agreement), Mr. Reeg is entitled to receive (i) a lump-sum payment equal to 1.0 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, if any, or a prorated portion of his annual incentive award at target in the event of such a termination within two years following a change in control, (iii) a lump-sum payment equal to 12 months of health benefits coverage, or 24 months if such a termination is within two years following a change in control, and (iv) outplacement services for no more than 12 months and in an amount not to exceed $10,000.

For each Executive other than Mr. Reeg, in the event of a termination by the Company without cause or if the Executive terminates their employment for good reason, such Executive is entitled to receive (i) 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, (ii) a lump-sum payment of a prorated portion of such Executive’s annual incentive award based on actual performance for the calendar year that includes the date of the termination, if any, or a prorated portion of such Executive’s target annual incentive award in the event of such a termination within two years following a change in control, (iii) 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 (iv) outplacement services for no more than 12 months and in an amount not to exceed $10,000.

The Executive Employment Agreements contain certain customary non-competition, non-solicitation and confidentiality provisions (namely, 12-month post-termination non-competition and non-solicitation restriction, and perpetual confidentiality provisions).

Except as expressly amended by the Amendments, the terms of the Executive’s amended and restated employment agreements will remain in full force and effect.

 

       
   

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Outstanding Equity Awards at Fiscal Year-End Table

The table below shows outstanding equity awards held by the NEOs as of December 31, 2023.

 

     STOCK AWARDS

NAME

   NUMBER
OF SHARES
OR UNITS
OF STOCK
THAT HAVE
NOT VESTED
(#)
  MARKET
VALUE
SHARES OR
UNITS
OF STOCK
THAT HAVE
NOT
VESTED
($)
   EQUITY
INCENTIVE
PLAN
AWARDS:
NUMBER OF
UNEARNED
SHARES,
UNITS OR
OTHER
RIGHTS
THAT HAVE
NOT VESTED
(#)
   EQUITY
INCENTIVE
PLAN
AWARDS:
MARKET OR
PAYOUT
VALUE OF
UNEARNED
SHARES,
UNITS OR
OTHER
RIGHTS
THAT HAVE
NOT VESTED
($)

Thomas R. Reeg

       14,832 (1)        695,324              
       21,915 (2)        1,027,375              
       15,213 (3)        713,185              
                    17,522 (4)         821,431
                    19,681 (5)         922,645
       35,944 (6)        1,685,055              
                    50,000 (7)         2,344,000
                    75,000 (7)         3,516,000
                    100,000 (7)         4,688,000
                    31,732 (8)         1,487,596
                    34,481 (9)         1,616,469
       97,638 (10)        4,577,269              

Bret Yunker

       4,238 (1)        198,677              
       6,260 (2)        293,469              
       4,347 (3)        203,787              
                    6,717 (4)         314,893
                    7,544 (5)         353,663
       13,778 (6)        645,913              
                    12,164 (8)         570,248
                    13,217 (9)         619,613
       37,428 (10)        1,754,625              

Anthony L. Carano

       5,509 (1)        258,262              
       8,139 (2)        381,556              
       5,651 (3)        264,919              
                    7,885 (4)         369,649
                    8,856 (5)         415,169
       16,174 (6)        758,237              
                    14,280 (8)         669,446
                    15,516 (9)         727,390
       43,937 (10)        2,059,767              

 

       

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     STOCK AWARDS

NAME

   NUMBER
OF SHARES
OR UNITS
OF STOCK
THAT HAVE
NOT VESTED
(#)
  MARKET
VALUE
SHARES OR
UNITS
OF STOCK
THAT HAVE
NOT
VESTED
($)
   EQUITY
INCENTIVE
PLAN
AWARDS:
NUMBER OF
UNEARNED
SHARES,
UNITS OR
OTHER
RIGHTS
THAT HAVE
NOT VESTED
(#)
   EQUITY
INCENTIVE
PLAN
AWARDS:
MARKET OR
PAYOUT
VALUE OF
UNEARNED
SHARES,
UNITS OR
OTHER
RIGHTS
THAT HAVE
NOT VESTED
($)

Edmund L. Quatmann, Jr.

       2,384 (1)        111,762              
       3,523 (2)        165,158              
       2,445 (3)        114,622              
                    3,018 (4)         141,484
                    3,389 (5)         158,876
       6,190 (6)        290,187              
                    5,465 (8)         256,199
                    5,938 (9)         278,373
       16,815 (10)        788,287              

Stephanie Lepori

       1,377 (1)        64,554          
       2,035 (2)        95,401          
       1,413 (3)        66,241              
                    2,726 (4)         127,795
                    3,061 (5)         143,500
       5,591 (6)        262,106              
                    4,936 (8)         231,400
                    5,363 (9)         251,417
       15,188 (10)        712,013              

 

(1)

Represents PSUs awarded on January 29, 2021 at the threshold number of shares (based on assuming the threshold performance of the rTSR metric is achieved) valued at $46.88 per share, which was our closing stock price as of December 31, 2023. These PSUs vested on January 29, 2024. Threshold performance was not achieved, resulting in no payout.

 

(2)

Represents PSUs awarded on January 29, 2021 at 137.2% of target based on actual performance described above valued at $46.88 per share, which was our closing stock price as of December 31, 2023. These PSUs vested on January 29, 2024.

 

(3)

Represents remaining time-based RSUs awarded on January 29, 2021 valued at $46.88 per share, which was our closing stock price as of December 31, 2023. These RSUs vested on January 29, 2024.

 

(4)

Represents PSUs awarded on January 28, 2022 at the threshold number of shares (based on assuming the threshold performance of the rTSR metric is achieved) valued at $46.88 per share, which was our closing stock price as of December 31, 2023. These PSUs are eligible to vest on January 29, 2025.

 

(5)

Represents PSUs awarded on January 28, 2022 at 104.3% of target (based upon the average of our performance in 2023 at 102.8%, 2022 at 110.0%, and assuming the achievement of targeted performance for the year ending December 31 of 2024) valued at $46.88 per share, which was our closing stock price as of December 31, 2023. These PSUs are eligible to vest on January 29, 2025.

 

(6)

Represents remaining time-based RSUs awarded on January 28, 2022 valued at $46.88 per share, which was our closing stock price as of December 31, 2023. Half of these RSUs are eligible to vest on each of January 29 of 2024 and 2025.

 

(7)

Represents each tranche of the one-time performance-based equity grant valued at $46.88 per share, which was our closing stock price as of December 31, 2023. In February 2022, the Board made a one-time grant to our CEO of a performance-based hurdle award consisting of 225,000 market-based stock units with performance metrics consisting of three stock price hurdles: 50,000 stock units are eligible to vest based on a stock price hurdle of $125, 75,000 stock units are eligible to vest based on a stock price hurdle of $150 and 100,000 stock units are eligible to vest based on a stock price hurdle of $175. The performance period applicable to these stock units is February 25, 2022 through February 25, 2025. Each tranche of stock units subject to this award only vests if the trailing average closing trading price of a share of our common stock measured over any consecutive 20 calendar-day period within the three-year performance period exceeds the respective hurdle and subject to additional service-based vesting requirements.

 

(8)

Represents PSUs awarded on January 27, 2023 at the threshold number of shares (based on assuming the threshold performance of the rTSR metric is achieved) valued at $46.88 per share, which was our closing stock price as of December 31, 2023. These PSUs are eligible to vest on January 29, 2026.

 

(9)

Represents PSUs awarded on January 27, 2023 at 100.9% of target (based upon the average of our performance in 2023 at 102.8% and assuming the achievement of targeted performance for the years ending December 31 of 2024 and 2025) valued at $46.88 per share, which was our closing stock price as of December 31, 2023. These PSUs are eligible to vest on January 29, 2026.

 

(10)

Represents time-based RSUs awarded on January 27, 2023 valued at $46.88 per share, which was our closing stock price as of December 31, 2023. One-third of these RSUs vested on January 29, 2024, and one-third are eligible to vest on each of January 29, 2025, and 2026.

 

       
   

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Nonqualified Deferred Compensation

Deferred Compensation Plan

Pursuant to the Caesars Entertainment Corporation Executive Supplemental Savings Plan III (the “Deferred Compensation Plan”), certain team members, including our executive officers, may elect to defer the payment of all or a portion of their base salary and annual performance bonus earned in respect of a given year. Individual account balances in the Deferred Compensation Plan are adjusted in accordance with deemed investment elections made by the participant using investment vehicles made available from time to time. Distributions from the Deferred Compensation Plan may be made in the form of a lump-sum payment or in installments upon separation of service from the Company.

The Deferred Compensation Plan is an unfunded deferred-compensation arrangement. The table below shows aggregate earnings and balances accrued for the NEOs for the year ended December 31, 2023.

 

NAME

  BALANCE AT
BEGINNING OF
FISCAL YEAR
    EXECUTIVE
CONTRIBUTIONS IN
LAST FISCAL YEAR
($)(1)
    COMPANY
CONTRIBUTIONS IN
LAST FISCAL YEAR
($)
    AGGREGATE
EARNINGS
(LOSS) IN LAST
FISCAL YEAR
($)(2)
    AGGREGATE
WITHDRAWAL/
DISTRIBUTION
($)
   

AGGREGATE
BALANCE AT
LAST FISCAL
YEAR END

($)(3)

 

Edmund L. Quatmann, Jr.

    976,107       379,161             121,500             1,476,768  

 

(1)

The amounts shown reflect contributions to the Deferred Compensation Plan, consisting of deferrals of 2023 annual base salary and deferral of a portion of the bonus earned under the 2023 annual incentive plan which was paid in 2024. These amounts are included in the Summary Compensation Table for 2023.

 

(2)

The amount shown reflects earnings in the Deferred Compensation Plan.

 

(3)

Reflects account balance accrued as of December 31, 2023, consisting of (i) base salary deferrals and any earnings thereon, plus (ii) the deferred portion of the bonus earned under the 2023 annual incentive plan that was paid in 2024 (which amount was $262,911).

2023 Stock Vested Table

The following table sets forth information regarding the vesting of stock awards for each of our NEOs during the year ended December 31, 2023. No stock options were exercised by the NEOs during the year ended December 31, 2023.

 

EXECUTIVE NAME

   NUMBER OF SHARES
ACQUIRED ON VESTING OF
RSUs AND ANNUAL PSUs
     VALUE REALIZED ON
VESTING(1)
 

Thomas R. Reeg

     267,306             $ 12,499,991  

Bret Yunker

     71,373             $ 3,502,463  

Anthony L. Carano

     128,471             $ 5,952,661  

Edmund L. Quatmann, Jr.

     36,121             $ 1,773,578  

Stephanie Lepori

     66,365             $ 3,361,016  

 

(1)

Value realized was computed by multiplying the number of RSUs and PSUs that vested during 2023 for the applicable NEOs, by the closing stock price of the underlying shares of our common stock on the applicable vesting date. Shares that have vested remain subject to the applicable stock ownership guidelines. The number of shares acquired on vesting does not reflect any reductions for shares withheld to satisfy tax withholding obligations.

 

       

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Potential Payments Upon Termination or Change in Control Table

The following table describes and quantifies certain compensation that would become payable under existing agreements, plans and arrangements, with NEOs, as described above if the triggering event occurred on December 31, 2023, given compensation levels as of such date and, if applicable, based on our closing stock price on that date.

The amounts shown in the table below reflect the severance provisions included in the NEOs’ employment agreements that were in effect as of December 31, 2023, as described above.

 

Name

       Voluntary     Involuntary
termination
with Cause
    Involuntary
termination
without cause or
for good reason
    Death     Disability     Change in
Control
    Termination
without cause
or for good reason
following a
Change in Control
 

Thomas R. Reeg

  Cash Severance   $    —     $     —      $ 10,112,000     $ 4,000,000     $ 4,000,000     $        $ 21,940,000  
  Other Benefits                 38,619             28,619             57,238  
  RSUs and PSUs                 2,929,172       11,243,777       11,243,777       25,708,053       25,708,053  

Bret Yunker

  Cash Severance   $     $      $ 4,065,250     $ 1,437,500     $ 1,437,500     $        $ 6,612,500  
  Other Benefits                 16,670             6,670             10,005  
  RSUs and PSUs                 1,122,824       4,140,099       4,140,099       5,641,306       5,641,306  

Anthony L. Carano

  Cash Severance   $     $      $ 4,772,250     $ 1,687,500     $ 1,687,500     $        $ 7,762,500  
  Other Benefits                 37,523             27,523             41,285  
  RSUs and PSUs                 1,318,109       4,922,868       4,922,868       6,685,182       6,685,182  

Edmund L. Quatmann, Jr.

  Cash Severance   $     $      $ 2,346,700     $ 775,000     $ 775,000     $        $ 3,875,000  
  Other Benefits                 30,337             20,337             30,505  
  RSUs and PSUs                 504,459       1,916,375       1,916,375       2,590,822       2,590,822  

Stephanie Lepori

  Cash Severance   $     $      $ 2,119,600     $ 700,000     $ 700,000     $        $ 3,500,000  
  Other Benefits                 24,532             14,532             21,798  
    RSUs and PSUs                 455,595       1,639,862       1,639,862       2,249,020       2,249,020  

The amounts included in “Cash Severance” above includes the cash severance payments for each NEO under their respective employment agreement in effect as of December 31, 2023 (i.e., the sum of annual base salary and target incentive bonus, multiplied by the applicable severance multiple). Cash Severance on a termination without cause or for good reason also includes the full amount of the actual annual incentive bonus earned, including any authorized bonus amounts, in respect of the 2023 calendar year (or, on a termination without cause or for good reason following a change of control, the full target amount), which amount would also become payable assuming such termination happened on December 31, 2023, given there would be no pro-ration. The amounts included under “Other Benefits” includes the amounts payable in respect of COBRA continuation and outplacement services, as applicable.

Under the executive employment agreements, upon the occurrence of an NEO’s death, they would receive a pro-rated target annual incentive bonus for such year, and upon the occurrence of an NEO’s disability, they would receive a pro-rated target annual incentive bonus for such year, plus continuation of COBRA benefits for 12 months. The amount shown under “Cash Severance” in the table above under these scenarios includes a full target incentive bonus amount for the year of termination, assuming such event occurred on December 31, 2023, given there would be no pro-ration.

Under the terms of the PSUs and RSUs granted during 2021, upon a termination as a result of the executive’s death or disability, other than during the 18-month period following a change of control, all unvested RSUs would become vested, and upon death, disability or retirement, a pro-rated portion of the PSUs would remain eligible to be earned following the end of the performance period based on actual performance. For awards granted during 2022 and 2023 (other than Mr. Reeg’s one-time performance-based grant made in 2022), upon a termination as a result of the executive’s death or disability, other than during the 18-month period following a change of control, all unvested RSUs would become vested, and upon death, disability or retirement, a pro-rated portion of the

 

       
   

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