George Papanier
Bally'sAbout George Papanier
- President of Bally’s Corporation since March 31, 2023; age 67. Background includes COO of Bally’s (2004–Feb 2011), then appointed President & CEO in Feb 2011; earlier COO roles at Peninsula Gaming (2000–2004) and Resorts Casino Hotel (1997–2000), and CFO roles at Sun International Hotels and Mohegan Sun (1995–1997). Education: B.A. in Business Administration and Accounting (Rowan University); Certified Public Accountant; former Treasurer of the Casino Association of New Jersey (1999–2000) .
- Board director; current term expires in 2026; employee-director (not independent) .
- Company performance context: 2024 TSR index 70.05 (peer 75.79); 2024 Net Income (loss) $(567,754) and Adjusted EBITDA $495,611; 2023 TSR index 75.96 (peer 54.58), Net Income (loss) $(187,500) and Adjusted EBITDA $527,329 .
Company performance indicators
| Year | Company TSR Index ($100 base) | Peer TSR Index | Net Income (Loss) | Adjusted EBITDA |
|---|---|---|---|---|
| 2020 | 196.68 | 89.66 | $(5,487) | $69,255 |
| 2021 | 149.03 | 78.17 | $(114,697) | $329,902 |
| 2022 | 75.89 | 58.28 | $(425,546) | $548,515 |
| 2023 | 75.96 | 54.58 | $(187,500) | $527,329 |
| 2024 | 70.05 | 75.79 | $(567,754) | $495,611 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bally’s Corporation | COO | 2004–Feb 2011 | Led operations pre-CEO transition |
| Bally’s Corporation | President & CEO | Appointed Feb 2011 | Executive leadership of the company |
| Bally’s Corporation | President | Mar 31, 2023–present | Oversees operations during integration and capital projects |
| Peninsula Gaming | COO | 2000–2004 | Strategic/tactical planning, renovations, M&A evaluation |
| Resorts Casino Hotel (Atlantic City) | COO | 1997–2000 | Oversaw operations and construction projects |
| Sun International Hotels; Mohegan Sun | CFO | 1995–1997 | Executive finance leadership |
| Hemmeter Enterprises; Trump Plaza | Exec operations/finance | Not disclosed | Senior roles in operations/finance |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Casino Association of New Jersey | Treasurer | 1999–2000 | Industry association leadership |
Fixed Compensation
- Structure: Base salary + target annual bonus; no 2024 salary increase; target bonus set at 100% of base salary .
Multi-year compensation (Summary Compensation Table)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 975,000 | 745,875 (discretionary annual incentive) | 382,497 | 26,108 | 2,129,480 |
| 2023 | 967,308 | 1,090,402 (discretionary) | 2,433,381 | 25,645 | 4,516,736 |
| 2022 | 931,291 | 855,000 | 684,018 | 15,820 | 2,486,129 |
Notes: 2024 annual incentive was paid 50% in cash and 50% in immediately vested shares on March 21, 2025 . Target bonus remained 100% of salary in 2024 .
Performance Compensation
Annual cash incentive (Annual PFP) and PSUs
| Plan | Metric(s) | 2024 Target(s) | Outcome | Payout/Vesting |
|---|---|---|---|---|
| Annual PFP (cash + stock) | Adjusted EBITDA | $588 million Adjusted EBITDA | Goal abandoned; Committee used discretion | 76.5% of target; $745,875 (50% cash, 50% immediately vested shares, paid Mar 2025) |
| 2024 PSUs (portion of 2023 grant) | Adjusted EBITDA and strategic initiatives (per plan design) | Target 35,714 PSUs attributable to 2024 | Committee-set outcome 76.5% of target for 2024 performance | 27,322 shares vested Mar 17, 2025 |
Time-based RSUs outstanding and vesting
| Grant | Unvested RSUs at 12/31/2024 (#) | Vesting schedule | Market value at 12/31/2024 |
|---|---|---|---|
| RSUs (2/15/2023 grant) | 71,428 | 35,714 on 3/1/2025; 35,714 on 3/1/2026 | $1,277,847 (71,428 × $17.89) |
2024 vested equity
| 2024 Stock Vested | Shares vested (#) | Value realized ($) |
|---|---|---|
| RSU/PSU vesting (calendar 2024) | 53,627 | 815,056 |
2025 option award and extended term (post-period, material for forward alignment)
- On Oct 7, 2025, granted 1,254,000 incentive stock options at $18.25 strike; half vest ratably over three years (service-based); half vest contingent on service through March 15, 2027/2028/2029 and achievement of annual performance criteria; exercisable until the earlier of option term end or applicable post-termination period .
- Employment Agreement amended to extend initial term through Dec 31, 2028 (effective Nov 1, 2025) .
Equity Ownership & Alignment
- Beneficial ownership: 272,408 shares as of March 19, 2025 (263,408 directly held; 9,000 in trust); <1% of outstanding shares (48,737,412) .
- Unvested vs. performance-eligible equity at 12/31/2024:
| Type | Unvested/Unearned (#) | Market/payout value basis |
|---|---|---|
| RSUs unvested | 71,428 (value $1,277,847 at $17.89) | |
| PSUs unearned (target) | 71,428 (value $1,277,847 at $17.89) |
- Ownership guidelines: CEO 5× salary; Executive Vice Presidents 3×; Other officers 2×; five-year compliance window; counts RSUs/PSUs and certain indirect holdings .
- Hedging/pledging: Company prohibits hedging/pledging by officers and directors (with a legacy waiver for one director); insider trading policy with blackout periods .
- Clawback: NYSE-compliant clawback policy effective Oct 2, 2023 plus supplemental policy for material harm; covers erroneously awarded incentive comp .
Insider selling pressure indicators (structural)
- 2024 annual incentive paid 50% in immediately vested stock (Mar 21, 2025), and 2024 PSU payout vested Mar 17, 2025 (27,322 shares) – both create potential near-term liquidity events around vesting and open windows .
Employment Terms
Key terms (per Employment Agreement and equity plans)
- Term: Extended Mar 31, 2023 amendment through Dec 31, 2025 with auto 1-year renewals; further extended by Amendment No. 5 to Dec 31, 2028 (effective Nov 1, 2025) .
- Compensation: Base salary $975,000; target annual bonus 100% of salary; additional equity award mix 50% RSUs / 50% PSUs (vesting schedules per Committee approval) .
- Severance (no CIC): If terminated without “justifiable cause” or resigns for “good reason,” salary continuation for longer of remaining term or 12 months; pro‑rated bonus; health benefit continuation (COBRA) during severance period .
- Severance (CIC within 12 months): Salary continuation for longer of remaining term or 24 months; pro‑rated bonus; health benefit continuation; RSUs generally double‑trigger vest; PSUs vest based on plan terms (target upon CIC per award terms) .
- Non‑compete: During employment and for the longer of the Base Salary continuation period or 12 months post-termination (geographically limited), plus non‑solicit/non‑disparagement/confidentiality .
Illustrative potential payments (as of 12/31/2024, using $17.89 stock price)
- Without cause/for good reason: Cash severance $1,950,000; Equity acceleration $2,555,694; Health $29,711; Total $4,535,405 .
- Death/disability: Cash $975,000; Equity $1,277,847; Health n/a; Total $2,252,847 .
- CIC termination: Cash $2,925,000; Equity $2,555,694; Health $59,422; Total $5,540,116 .
Board Service and Governance
- Board service: Director (term expires 2026); member, Compliance Committee (Wanda Wilson, Chair; members Downey and Papanier) .
- Independence: Not independent as an employee; majority of board is independent; Chairman is Soohyung Kim; no Lead Independent Director .
- Controlled company context: Standard General affiliates beneficially own 73.4% of common shares; the company has not utilized NYSE controlled company exemptions to date, but may in future .
- Meeting cadence/attendance: Board held 13 meetings in 2024; independent directors met in executive session at each regular quarterly meeting .
- Director pay: Employee-directors (including Papanier) do not receive director compensation .
Dual‑role implications
- As an executive-officer director in a controlled company (73.4% owner), independence dynamics and board oversight rely on independent committees (Audit/Comp/Nominating composed of independents) to mitigate potential conflicts (no Lead Independent Director) .
Compensation Committee and Shareholder Feedback
- Committee: Chair Rollins; members Patel and Wilson; all independent; sole authority to retain advisors .
- Peer group/consultant: Lockton provided market data; 2024 peer set includes Accel Entertainment and Rush Street Interactive (added in 2023) among others; no strict benchmarking applied .
- Say‑on‑pay: 2024 approval 76.4% of votes cast (down from 95.5% in 2023) .
- Plan amendments: 2025 proposal to add 3.5 million shares to the 2021 equity plan (aggregate overhang to ~12.8% if approved) .
Related Policies and Controls
- Hedging/pledging prohibition (with one legacy pledge waiver for a different director); insider trading blackout policy .
- Clawback policies (NYSE-compliant and supplemental) .
- 2024 internal control: material weakness in segregation of duties within International Interactive segment disclosed in 2024 10-K .
Investment Implications
- Pay-for-performance alignment: While target structure focuses on Adjusted EBITDA and strategic initiatives, the Compensation Committee abandoned quantitative goal assessment for both 2023 and 2024 Annual PFP and PSUs in favor of discretion (Papanier’s 2024 annual incentive paid at 76.5%; PSUs at 76.5%), reducing formulaic alignment and introducing subjectivity risk .
- Retention risk vs. security: Employment term extended to 2028 and large at‑the‑money options (1,254,000 ISOs at $18.25) strengthen retention and upside alignment; CIC severance and non‑compete terms protect continuity but raise payout risk in change scenarios .
- Selling pressure signals: 2025 vesting events (50% of 2024 bonus paid in immediately vested stock; 2024 PSU payout of 27,322 shares in March 2025; scheduled RSU vests through 2026) create incremental float and potential supply around windows .
- Governance/independence: Controlled company ownership (73.4%) and employee-director status heighten independence scrutiny; lack of Lead Independent Director partially offset by independent key committees .
- Shareholder sentiment and dilution risk: Say‑on‑pay declined to 76.4% in 2024; 2025 equity plan share increase (~7.2% simple dilution) raises future dilution risk if approved .
- Operating context: Ongoing Chicago project financing with GLPI, Queen merger integration, and iGaming expansion are material execution levers; 2024 company net loss and internal control weakness in International Interactive add risk to outcome variability during Papanier’s tenure as President .
Appendices
Director/Officer Equity and Awards (detail)
| Item | Detail |
|---|---|
| Beneficial ownership | 272,408 shares (263,408 direct; 9,000 trust); <1% of 48,737,412 outstanding |
| Unvested RSUs | 71,428 ($1,277,847 at $17.89) |
| Unearned PSUs (target) | 71,428 ($1,277,847 at $17.89) |
| 2024 PSU payout | 27,322 shares (76.5% of 35,714) vested 3/17/2025 |
| 2024 Annual PFP payout | $745,875 (76.5% of $975,000); 50% cash, 50% stock (3/21/2025 grant) |
| 2025 ISO grant | 1,254,000 ISOs at $18.25; half time-based; half performance-based aligned to 2027–2029 service years |
Board/Committee Summary
| Committee | Members (Chair) | Notes |
|---|---|---|
| Compliance | Wilson (Chair); Downey; Papanier | 7 meetings in 2024; AML, regulatory, Code oversight |
| Audit | Harris (Chair); Rollins; Wilson | 12 meetings; Harris is “financial expert” |
| Compensation | Rollins (Chair); Patel; Wilson | 7 meetings; independent; advisor authority |
| Nominating & Governance | Patel (Chair); Harris; Kim | 6 meetings |
| ESG | Kim (Chair); Harris; Reeves | 2 meetings |
Education and Credentials
- B.A., Business Administration & Accounting, Rowan University; CPA .
Say‑on‑Pay Results
| Year | Approval % |
|---|---|
| 2023 | 95.5% |
| 2024 | 76.4% |
Notable 2024–2025 Strategic Milestones (Company)
- Secured up to $940M GLPI financing for permanent Chicago casino; amended ground lease; demolition and approvals progressing .
- Merged with The Queen Casino & Entertainment; added four casinos (Feb 7, 2025) .
- Completed Tropicana Las Vegas tower demolition (Q4 2024) .
- Sale‑leaseback of Kansas City and Shreveport real estate to GLPI ($395M) .
- Expanded iGaming footprint (RI launch, ongoing NA presence; platform unification) .