Andreas Terler
CENTURY CASINOS INC /CO/About Andreas Terler
Andreas Terler (age 55) is Managing Director of Century Resorts Management GmbH (CRM) and Executive Vice President, Operations – United States at Century Casinos, Inc., with a Graduate Engineer degree in Applied Mathematics from the University of Graz (1994). He has been employed by the company since 2006, previously serving as CIO (2006–2022), VP Operations (2011–2019), Senior VP Operations – Missouri & West Virginia (2019–2022), and Managing Director of CRM since 2007; he became Executive Vice President in February 2022 . Company performance during 2024: net operating revenue rose 4.7% to $575.9M, Adjusted EBITDAR fell 10% to $102.7M, and the stock closed at $3.24 on Dec 31, 2024, down 34% year-over-year; net loss attributable to shareholders was $128.2M, impacted by higher interest expense, a U.S. deferred tax valuation allowance, and a $43.7M goodwill impairment at the Nugget . Under Terler’s U.S. remit, Century opened the Riverview hotel in Cape Girardeau (April 2024) and a new land-based casino and hotel in Caruthersville (Nov 2024), key execution milestones in Missouri .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Century Casinos, Inc. (CRM) | Managing Director, CRM | Feb 2007–present | Oversees international subsidiary management and operational governance . |
| Century Casinos, Inc. | Executive Vice President (currently Ops – U.S.) | Feb 2022–present | Leads U.S. operations; oversaw Missouri project openings in 2024 . |
| Century Casinos, Inc. | Senior VP Operations – Missouri & West Virginia | Oct 2019–Feb 2022 | Regional P&L execution for key properties . |
| Century Casinos, Inc. | VP Operations | May 2011–Oct 2019 | Multi-property operational leadership . |
| Century Casinos, Inc. | Chief Information Officer | Feb 2006–Jan 2022 | Built and led enterprise IT; cybersecurity and systems for gaming ops . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 221,413 | 265,364 | 276,262 |
| All Other Compensation ($) | — | — | — |
| Total Reported Compensation ($) | 601,006 | 916,843 | 411,745 |
Notes:
- 2023 base salary was €244,575 (USD translation shown in filings); 2024 base salary was €255,825 (USD translation shown); base salary increases disclosed in compensation tables .
Performance Compensation
Annual Incentive (Cash) – Plan Design and 2024 Outcome
| Element | Threshold | Target | Maximum | Actual 2024 Company Result | Payout Mechanics | Terler 2024 Actual Bonus ($) |
|---|---|---|---|---|---|---|
| Net Operating Revenue (Company-wide) | $564.3M | $627.0M | $689.7M | $576.0M | Linear 0–200% of target; 2024 earned 59.3% for NEOs (Co-CEOs deferred contingent) | 74,123 (paid Mar 2025) |
Long-Term Incentive – Performance Stock Units (PSUs)
| Grant | Performance Period | Metrics & Weight | Threshold | Target | Max |
|---|---|---|---|---|---|
| 2024 PSU | 2024–2026 | Relative TSR vs. Russell 3000 (25%); Adjusted EBITDAR (75%) | TSR -10%; EBITDAR $376.1M | TSR 0%; EBITDAR $417.8M | TSR 10%; EBITDAR $459.6M |
| 2022 PSU | 2022–2024 | Relative TSR (25%); Adjusted EBITDAR (75%) | TSR -10%; EBITDAR $293.0M | TSR 0%; EBITDAR $325.6M | TSR 10%; EBITDAR $358.2M |
- 2024 Grant to Terler: 33,854 target PSUs; grant-date fair value $61,360 .
- 2022 PSU outcome: 0% payout; no shares earned due to relative TSR (-96%) and Adjusted EBITDAR ($274.8M) below thresholds .
Stock Options – Terms and Vesting
| Grant Date | Options (#) | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|
| 09/12/2023 | 50,000 (25,000 ex / 25,000 unex at 12/31/24) | $5.61 | 25% at grant; 25% on each 1st/2nd/3rd anniversary | 09/12/2033 |
- 2014 options at $5.05 were cancelled and replaced with equivalent 2023 options at fair market value with new vesting; not a repricing without shareholder approval under plan terms .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership | 67,415 common shares; 25,000 options exercisable within 60 days; total beneficial ownership 92,415 (<1% of class, 30,682,603 shares outstanding) . |
| Vested vs Unvested (12/31/24) | Options: 25,000 exercisable; 25,000 unexercisable . PSUs unvested: 4,046 (2023 cycle, threshold basis) and 4,232 (2024 cycle, threshold basis); PSU market values shown at $3.24 close . |
| Ownership Guidelines | Executives (non-CEO) expected to hold shares ≥ 1x annual base salary within 5 years; only fully-vested, beneficially owned shares count . |
| Hedging/Pledging | Officers prohibited from hedging and pledging company stock; limited pledge exceptions require CFO pre-approval . |
Employment Terms
| Topic | Key Economics / Triggers |
|---|---|
| Agreement | Employment agreement with CRM (Austria); amended Nov 2024 to specify minimum compensation and severance on change in control; term is indefinite (terminable per agreement) . |
| Severance – No Cause / Good Reason | 2x base salary plus average bonus of last 3 years, paid monthly over 24 months; immediate vesting of unvested equity (performance-based awards vest subject to performance condition) . |
| Change of Control | Same multiple as above; Terler has option to request lump-sum if termination due to change of control . |
| Potential Payments Illustration (12/31/24) | Termination without cause or for good reason: Salary $552,525; Bonus $97,587; Options acceleration $280,500; PSU acceleration $106,569; Total $1,037,181 (assuming $3.24 share price and pro-rated PSUs at target per plan) . |
| Death/Disability | Salary continuation $276,262; PSU value $106,569 . |
| Clawback | Dodd-Frank compliant incentive compensation recovery policy; 2016 Plan includes clawback for all equity awards on accounting restatement . |
Compensation Summary (Multi‑Year)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 221,413 | 265,364 | 276,262 |
| Bonus | — | 80,000 (deal-related) | — |
| Stock Awards (PSUs) | 266,776 | 292,659 | 61,360 |
| Non-Equity Incentive Plan (AIP) | 112,817 | 105,820 | 74,123 |
| All Other Compensation | — | — | — |
| Total | 601,006 | 916,843 | 411,745 |
Performance & Track Record
- Operational execution: Opened the 69-room Riverview hotel at Cape Girardeau on April 4, 2024 and the new land-based casino and hotel in Caruthersville on November 1, 2024, expanding capacity and supporting midwest growth initiatives .
- 2024 company results context: Net operating revenue up 4.7% to $575.9M; Adjusted EBITDAR down 10% to $102.7M; stock closed 2024 at $3.24, down 34% vs 2023; net loss $128.2M driven by higher interest, U.S. deferred tax valuation allowance, and $43.7M Nugget goodwill impairment .
- Incentive outcomes reflect performance pressure: 2024 AIP paid at 59.3% of target for NEOs (Co-CEOs deferred contingent); 2022 PSUs vested at 0% (below threshold TSR and Adjusted EBITDAR) .
Compensation Structure Analysis
- Pay-for-performance architecture: Annual cash AIP tied to company net operating revenue with transparent thresholds; LTIP dominated by PSUs weighted 75% to Adjusted EBITDAR and 25% to relative TSR; three-year performance horizons reinforce long-term focus .
- Mix shift and risk: PSUs are primary LTIP; options remain as legacy/refresh (2023 grant at FMV with four-year vesting), offering upside only if stock appreciates above $5.61 (vs $3.24 YE 2024), which mitigates near-term selling pressure from options .
- Governance protections: No repricing without shareholder approval; robust clawback; anti-hedging/pledging policy; ownership guidelines (1x salary for execs) enhance alignment .
- Red flags/considerations: 2014 options were cancelled and replaced by 2023 options at FMV (not a “repricing”, but effectively resets strike with new term); 2022 PSUs 0% payout signals challenging performance against targets, elevating retention risk if equity remains out-of-the-money .
Equity Ownership & Selling Pressure Indicators
- Near-term supply: Unvested 25,000 options and unvested PSUs (2023/2024 cycles) represent potential future share issuance. Options are out-of-the-money at 12/31/24 ($5.61 strike vs $3.24 close), limiting immediate exercise-driven supply; PSUs contingent on multi-year performance .
- Pledging/Hedging: Officers prohibited from hedging and pledging absent strict exception, reducing alignment risk from collateralized positions .
Compensation Peer Group, Voting, and Feedback
- Peer group used for 2024 compensation benchmarking includes PENN, CHDN, GDEN, CZR, RRR, MCRI, YUM, PLYA, RICK, BALY .
- Say‑on‑pay support: Over 87% approval at recent annual meetings; committee cites continuing shareholder engagement .
Employment Terms Details (Severance and CoC Economics)
| Scenario (as of 12/31/24) | Salary ($) | Bonus ($) | Options Acceleration ($) | PSU Acceleration ($) | Total ($) |
|---|---|---|---|---|---|
| Company w/o Cause | 552,525 | 97,587 | 280,500 | 106,569 | 1,037,181 |
| Employee w/ Cause (Good Reason) | 552,525 | 97,587 | 280,500 | 106,569 | 1,037,181 |
| Change of Control (termination) | 552,525 | 97,587 | 280,500 | 106,569 | 1,037,181 |
| Death/Disability | 276,262 | — | — | 106,569 | 382,831 |
Notes:
- Employment agreement provides 2x base salary plus average bonus (last 3 years), monthly over 24 months; immediate vesting of equity (performance-based awards subject to performance), and lump-sum option for CoC termination .
Investment Implications
- Alignment and incentives: Terler’s pay is heavily tied to revenue and Adjusted EBITDAR performance (AIP and PSU metrics), with meaningful at‑risk equity; 2022 PSU zero payout and 2024 AIP at 59.3% indicate pay sensitivity to underperformance, which supports alignment but may elevate retention risk if sustained .
- Selling pressure: Unvested PSUs and out‑of‑the‑money options reduce near‑term selling risk; any future PSU vesting will depend on multi‑year TSR and EBITDAR, moderating supply timing .
- CoC/severance: Two‑times multiple and equity acceleration (subject to performance on PSUs) create moderate cost in a transaction; Austrian agreement allows lump sum at CoC, which can influence M&A calculus but also supports continuity through deal uncertainty .
- Execution record: Delivery of Missouri projects during 2024 (Riverview hotel and Caruthersville land‑based casino) underscores operational capability; however, broader company headwinds (higher interest burden, Nugget impairment, weaker TSR) temper pay outcomes and highlight focus areas for operational improvement under his scope .