Craig Eaton
Bally'sAbout Craig Eaton
Craig L. Eaton is President, Rhode Island Operations and Corporate Secretary of Bally’s Corporation, associated with the Company since 2005. He previously chaired the regulatory and compliance practice at Adler, Pollock & Sheehan (1998–2004) and was General Counsel of Narragansett Electric Company (1995–1998). He earned a B.A. (cum laude) from Union College (1987) and a J.D. from Boston College Law School (1990) . Company performance context during the latest year: Bally’s 2024 Adjusted EBITDA was $495,611 (per the company’s Pay Versus Performance table) and the 2024 TSR index value was 70.05 (based on a $100 initial investment methodology) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Adler, Pollock & Sheehan | Partner; chaired regulatory & compliance practice | 1998–2004 | Led regulatory/compliance matters, strengthening governance capabilities |
| Narragansett Electric Company | General Counsel | 1995–1998 | Oversaw legal and regulatory affairs for utility operations |
External Roles
- Participates on various charitable and civic boards; volunteer youth sports coach (no specific board names disclosed) .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 400,000 | 400,000 |
| Target Bonus % of Salary | 75% (unchanged vs 2024) | 75% |
| Target Bonus ($) | 300,000 (unchanged vs 2024) | 300,000 |
| Actual Bonus Paid ($) | 270,000 | 255,000 (85% payout) |
- For 2024, the Compensation Committee abandoned the Adjusted EBITDA plan goal and exercised discretion; Eaton’s annual incentive paid at 85%, delivered 50% in cash (paid March 2025) and 50% in immediately vested shares granted March 21, 2025 .
Performance Compensation
Annual Incentive (Annual PFP)
| Metric | Weighting | Target | Actual | Payout | Vesting/Form |
|---|---|---|---|---|---|
| Adjusted EBITDA (Company) | 100% | $588,000,000 (2024 target set 2/5/2024) | Plan abandoned; discretionary determination | 85% of target ($255,000) | 50% cash (Mar 2025); 50% immediately vested stock (grant 3/21/2025) |
Long-Term Incentives (Equity)
- Design: Mix of time-based RSUs (retention, share-price linked) and PSUs (primarily Adjusted EBITDA and strategic initiatives); PSU goals set annually by performance period .
| Award | Grant date | Target/Units | Vesting schedule |
|---|---|---|---|
| RSU | 3/10/2023 | 4,762 | Vests in equal installments on 3/1/2024, 3/1/2025, 3/1/2026 (fn 6) |
| RSU | 3/01/2024 | 17,657 | Vests in equal installments on 3/1/2025, 3/1/2026, 3/1/2027 (fn 7) |
| PSU (2024 performance period portions) | 2/5/2024 (from 2023 award) and 3/1/2024 | 2,381 (from 2023 PSU) and 5,886 (2024 PSU) | Payout for 2024 period determined in Mar-2025; see below |
PSU payout for 2024 performance period:
- Target PSUs attributable to 2024 period: 8,267 total (2,381 + 5,886)
- Payout: 85% of target; Shares vested to Eaton on March 17, 2025: 7,028 (fn 9)
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Total beneficial ownership (3/19/2025) | 159,585 shares; <1% of outstanding |
| Unvested RSUs at 12/31/2024 | 4,762 (3/10/2023 grant); 17,657 (3/1/2024 grant) |
| PSUs (target) at 12/31/2024 | 4,762 (attributable from 2023 award); 17,657 (2024 award) |
| Stock options (exercisable/unexercisable) | None outstanding as of 12/31/2024 |
| Hedging/Pledging | Prohibited for officers and directors (no hedging or pledging as collateral) |
| Ownership guidelines | CEO 5x salary; EVPs 3x; other officers 2x; 5-year compliance window |
| Compliance status note | Executives not yet within guidelines listed as of 3/19/2025 (Glover, Barker, Reeves); Eaton not listed among those not yet within guidelines |
Employment Terms
| Term | Details |
|---|---|
| Agreement & term | Employment agreement effective July 10, 2013; initial term ended 7/10/2015 with automatic one-year extensions thereafter |
| Base salary & target bonus (agreement) | Agreement specifies $350,000 base, 50% target bonus (current CD&A shows $400,000 base and 75% target in 2024) |
| Severance (no CIC) | If terminated without “justifiable cause” (or by Eaton for “good reason”): salary continuation for longer of remaining term or 12 months; pro‑rata bonus; health benefits (COBRA) during severance period |
| Severance (CIC) | If terminated without cause/for good reason within 12 months following a CIC: 24 months base salary; pro‑rata bonus; 24 months health benefits |
| Restrictive covenants | Non‑compete during employment and for longer of salary continuation period or 12 months post‑termination; plus non‑solicit/non‑disparagement/non‑disclosure |
| Equity treatment (high level) | RSUs: double‑trigger vesting upon CIC if no replacement award; PSUs: vest at target upon CIC; various accelerated vesting constructs upon death/disability or qualifying terminations |
Potential payments upon termination or change-in-control (assuming event on 12/31/2024):
| Scenario | Cash severance ($) | Health benefits ($) | Equity acceleration ($) | Total ($) |
|---|---|---|---|---|
| Termination without justifiable cause / for good reason | 700,000 | 29,765 | 802,152 | 1,531,917 |
| Death or disability | 300,000 | — | 190,493 | 490,493 |
| Termination without justifiable cause / for good reason in connection with a CIC | 1,100,000 | 59,530 | 802,152 | 1,961,682 |
Additional compensation governance:
- Clawback: NYSE-compliant policy (Oct 2, 2023) plus supplemental recoupment for executives where responsible for material harm .
- Hedging/pledging: prohibited .
- No excise tax gross‑ups for golden parachute payments .
Compensation Structure Analysis
- 2024 annual bonus plan pivoted from an objective Adjusted EBITDA target of $588 million to discretionary outcomes due to integration dependencies; Eaton’s payout was 85% of target with 50% delivered in stock, softening strict pay‑for‑performance linkage but increasing equity alignment .
- Year-over-year mix shift for Eaton: stock awards rose (2023: $178,480 → 2024: $276,940), while cash bonus declined ($270,000 → $255,000), increasing equity-based at‑risk pay .
- Long-term incentives are RSUs/PSUs; no options were outstanding for NEOs at year‑end 2024, indicating lower option leverage and more linear equity exposure .
- PSU results for 2024 performance period paid at 85% of target (7,028 shares to Eaton), evidencing partial goal attainment amid discretionary adjustments .
Say‑on‑Pay & Compensation Peer Group
- Say‑on‑Pay approval: 76.4% support in 2024; no program changes specifically driven by that vote .
- 2024 peer group (used for market context, not strict benchmarking): Accel Entertainment, Boyd Gaming, Churchill Downs, DraftKings (DFS), IGT, Light & Wonder, Penn Entertainment, Playtika, Red Rock Resorts, Roblox, Rush Street Interactive, Take‑Two Interactive .
Equity Ownership & Vesting Schedules (detail)
| Equity type | Grant date | Units | Vesting details |
|---|---|---|---|
| RSU | 3/10/2023 | 4,762 | 1/3 on 3/1/2024, 3/1/2025, 3/1/2026 (fn 6) |
| RSU | 3/01/2024 | 17,657 | 1/3 on 3/1/2025, 3/1/2026, 3/1/2027 (fn 7) |
| PSU (2024 portions) | 2/5/2024 and 3/1/2024 | 2,381 and 5,886 (targets) | 2024 payout at 85%; 7,028 shares vested 3/17/2025 (fn 9) |
Employment & Contracts (select definitions)
- “Good reason” generally includes material salary reduction, material diminution in responsibilities (other than temporary incapacity or legal requirements), or relocation increasing commute by >50 miles; severance contingent on release of claims .
- Non‑compete applies during employment and for the longer of salary continuation or 12 months post‑termination; non‑solicit and related covenants also apply .
Investment Implications
- Alignment and potential selling pressure: 2024 incentive delivered 50% in immediate‑vest stock plus PSU vesting in March 2025 increases equity exposure and potential 10b5‑1/withholding‑related flows near vest dates; hedging/pledging bans limit risk‑managed monetization and reduce forced‑sale risk .
- Pay‑for‑performance rigor: The shift to discretionary outcomes for 2024 (abandoning a $588 million Adjusted EBITDA target) weakens formulaic alignment, though PSU payout at 85% indicates partial performance attainment; investors should monitor whether 2025 re‑anchors to objective metrics .
- Retention risk: Eaton’s CIC protection of 24 months base salary plus equity acceleration potential provides moderate-to-strong retention in change‑of‑control scenarios; non‑compete and non‑solicit provisions further stabilize retention .
- Governance safeguards: Robust clawback and prohibition on hedging/pledging are positives; no excise tax gross‑ups .
- Ownership alignment: Beneficial ownership of 159,585 shares and absence from the list of executives not yet within ownership guidelines suggest meaningful “skin‑in‑the‑game” .