Erwin Haitzmann
CENTURY CASINOS INC /CO/About Erwin Haitzmann
Erwin Haitzmann (age 71) is Chairman of the Board and Co‑Chief Executive Officer of Century Casinos, Inc. (CNTY). He holds a Doctorate and a Masters in Social and Economic Sciences from the University of Linz (1980), has extensive casino operating experience, has been employed full‑time by CNTY since May 1993, served as CEO/Co‑CEO since March 1994, and has been a director since March 1994 . Company performance in 2024: net operating revenue $575.9 million (+5% YoY), Adjusted EBITDAR $102.7 million (−10% YoY), net loss attributable to shareholders $128.2 million, and the stock closed at $3.24 on Dec 31, 2024 (−34% YoY) . The SEC “Pay versus Performance” table indicates a $100 shareholder investment measured value of $41 in 2024, underscoring weak TSR; net income (loss) was −$121.1 million and CSM (Adjusted EBITDAR) was $102.7 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Century Casinos, Inc. | Co‑Chief Executive Officer; Chairman of the Board; Director | Co‑CEO since Mar 1994; Chairman currently; Director since Mar 1994 | Led international gaming expansion and operations; board oversight and leadership continuity |
| Century Casinos, Inc. | Class III Director term | Through 2027 | Board continuity; aligned with small, majority‑independent board structure |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Various casino company boards worldwide | Director | Not disclosed | Governance insights and industry networks across global casino markets |
Fixed Compensation
| Component ($USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $591,929 | $649,944 | $674,254 |
| Bonus (discretionary/transaction) | — | $127,500 | — |
| Stock Awards (grant‑date fair value) | $746,970 | $819,453 | $171,808 |
| Non‑Equity Incentive Plan (AIP) | $253,837 | $211,640 | — (AIP not earned for Co‑CEOs in 2024; contingent $148,245 payable in 2026 if 2025 threshold met) |
| All Other Compensation | $48,707 | $62,090 | $379,334 (includes severance under local law $315,829, medical insurance tax gross‑up $23,255, car allowance $40,250) |
| Total | $1,641,443 | $3,427,627 | $1,225,396 |
Notes:
- Salary includes amounts paid in euros and management fee paid to Flyfish Management & Consulting AG; in 2024, $452,394 was paid to Flyfish and $221,860 under his employment agreement; his employment agreement was terminated Nov 1, 2024 and terms migrated to Flyfish .
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Net Operating Revenue | 100% | $564.3m | $627.0m | $689.7m | $576.0m | Co‑CEOs: $0 earned for 2024; $148,245 contingent per Co‑CEO payable in 2026 if 2025 threshold is achieved |
Design: linear interpolation between threshold/target/maximum; payout range 0–200% of target .
Performance Stock Units (PSUs) – 2024 Grant
| Metric | Weighting | Threshold | Target | Maximum | Grant (Target #) | Grant Date Fair Value | Vesting Schedule |
|---|---|---|---|---|---|---|---|
| Relative TSR vs Russell 3000 | 25% | −10% | 0% | +10% | 94,791 | $171,808 | Three‑year performance period; awards outstanding as of 12/31/2024 subject to performance periods that end 12/31/2027 (company disclosure) |
| Adjusted EBITDAR | 75% | $376.1m | $417.8m | $459.6m | — | — | Same as above |
PSU payout range is 0–200% of target; at least one metric must reach threshold to earn any shares .
PSU Results – 2022 Cycle
| PSU Grant Year | Target PSUs Granted | Payout Factor | Shares Earned |
|---|---|---|---|
| 2022 | 71,140 | 0% (Relative TSR −96%; Adjusted EBITDAR $274.8m, both below threshold) | 0 |
Equity Ownership & Alignment
Beneficial Ownership (as of April 28, 2025)
| Holder | Common Shares | Options Exercisable or Vesting ≤60 Days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Erwin Haitzmann | 1,468,649 (incl. 1,200,000 via Flyfish; 268,649 direct) | 225,000 | 1,693,649 | 5.5% (based on 30,682,603 shares) |
Stock ownership policy requires Co‑CEOs to hold ≥3× annual base salary; Co‑CEOs were also required to purchase additional shares using €112,500 within three years from Jan 1, 2023 and are in compliance as of the report date . Hedging and pledging by officers/directors is prohibited; any pledge exception requires CFO pre‑approval and demonstration of capacity to repay without resort to pledged shares .
Outstanding Options (12/31/2024)
| Grant Date | Exercisable | Unexercisable | Exercise Price | Expiration | Vesting Terms |
|---|---|---|---|---|---|
| 09/12/2023 | 225,000 | 225,000 | $5.61 | 09/12/2033 | 25% on grant; 25% on each of 1st, 2nd, 3rd anniversaries |
| 02/08/2023 (PSUs only) | — | — | — | — | PSU units outstanding (not options) |
Closing stock price was $3.24 on 12/31/2024, implying these options were out‑of‑the‑money at year‑end (exercise price $5.61) .
Employment Terms
Structure and Agreements
- Employment agreement terminated effective Nov 1, 2024; services now provided solely via the amended and restated Flyfish Management & Consulting AG agreement (the “Flyfish Agreement”) .
- Management agreements with Flyfish (Haitzmann) and Focus (Hoetzinger) effective through Oct 31, 2029, renewable in 5‑year periods .
Compensation Under Management Agreements
| Term | Provision |
|---|---|
| Base management fee | Not less than $409,321 annually to Flyfish; annual increases/bonuses at Compensation Committee discretion |
| Additional base compensation | Flyfish Agreement provides not less than €303,540 annually (≈$315,829 at 12/31/2024 FX), inclusive of car allowance and health insurance gross‑up; migrated from prior employment agreement |
| Benefits | Medical insurance gross‑up; car allowance (Haitzmann elected cash in lieu of company auto) |
Severance and Change‑of‑Control Economics (Haitzmann)
- If terminated without cause by CNTY, or by consultant with cause, or upon change of control: lump sum cash = 3× current annual salary and/or management fee + 3× average bonus of prior three years; option to serve as consultant for three years at current levels; immediate vesting of equity and tax gross‑ups; additional equity monetization features (e.g., cash to exercise options and “put” right for stock for three years) .
- Confidentiality obligations; non‑compete terms not specifically disclosed in proxy narrative .
Illustrative potential payments as of 12/31/2024:
| Scenario | Salary ($) | Bonus ($) | Continued Benefits ($) | Accelerated Options ($) | Accelerated PSUs ($) | Total ($) |
|---|---|---|---|---|---|---|
| Company without Cause | 4,045,522 | 1,185,957 | 69,765 | 3,883,846 | 298,394 | 9,483,484 |
| Change of Control | 6,223,880 | 1,824,549 | 69,765 | 3,883,846 | 459,068 | 12,461,108 |
PSU agreements provide for prorated vesting at target upon termination without Cause/for Good Reason/by death or Disability, or due to Change in Control, with full acceleration if not assumed or if terminated within 12 months post‑assumption for Cause/Good Reason .
Policies
- Clawback policy adopted per SEC/Nasdaq rules; recovery of erroneously awarded incentive‑based compensation following restatements; 2016 Plan includes clawbacks for all equity awards .
- Rule 10b5‑1 plans permitted; company plans to amend Insider Trading Policy to include mandatory cooling‑off, prohibit overlapping/single‑trade plans, consistent with SEC amendments .
Board Governance
| Name | Role | Committees | Independent |
|---|---|---|---|
| Erwin Haitzmann | Chairman; Co‑CEO | None listed | Not independent (executive) |
| Governance structure | Combined Chairman/Co‑CEO; no lead independent director due to small, majority‑independent board | Audit, Compensation, Governance/Nominating composed entirely of independent members; board sees structure as balanced by committee independence | Three of five directors independent |
| Attendance | No formal board meetings in 2024; all directors attended 4 Audit Committee meetings; resolutions approved by unanimous written consent on three occasions | — | — |
Directors who are employees (including Co‑CEOs) receive no additional director compensation .
Director Compensation (context for dual roles)
Outside Directors received in 2024: $40,000 annual cash retainer; $20,000 extra for Audit Chair; $10,000 cash in lieu of RSUs due to plan timing; $2,000 per gaming application; Co‑CEOs received no director fees .
Compensation Peer Group and Shareholder Feedback
- 2024 Peer Group: PENN, RICK, YUM, BALY, CHDN, RRR, GDEN, MCRI, CZR, PLYA (same as 2023) .
- Say‑on‑Pay: support from over 87% of shares voted at the last three Annual Meetings; Compensation Committee continues to consider feedback .
Equity Compensation Plan Information
As of 12/31/2024: 1,095,000 options outstanding; 1,267,814 PSUs outstanding at target; 989,305 shares remaining available under the amended/restated 2016 Plan; weighted‑average option exercise price $5.76 .
Employment & Contracts Summary (non‑CEO NEOs for context)
- Executive employment agreements (CFO, CAO, EVPs) include severance = 2× base salary + average bonus of last three years, monthly over 24 months; immediate vesting of unvested equity subject to performance conditions; COBRA subsidy for CFO and CAO .
- Terms effective through November 2029 for CFO/CAO, renewable; Austrian executives have indefinite terms .
Compensation Structure Analysis
- Shift to PSUs with three‑year performance periods; 2022 PSUs paid 0% due to underperformance (relative TSR −96%; Adjusted EBITDAR $274.8m vs $293.0m threshold) indicating performance‑linkage; 2024 PSUs granted in June 2024 after shareholder approval of amended plan .
- Co‑CEO AIP: 2024 bonuses not earned; contingent payout in 2026 tied to 2025 threshold performance, signaling deferral and alignment with improved forward results .
- No repricing of underwater options permitted under plan; 2014 options were cancelled and replaced in 2023 at fair market value ($5.61), with staged vesting, consistent with governance features .
Related Party Transactions and Arrangements
- Management agreements between CNTY and entities indirectly owned/controlled by Co‑CEOs (Flyfish for Haitzmann; Focus for Hoetzinger) approved by Audit Committee; fees and severance economics embedded in these agreements; related party transaction policy requires Audit Committee approval for transactions >$120,000 per year .
Risk Indicators & Red Flags
- Dual role as Chairman and Co‑CEO without Lead Independent Director; board cites small size/independence as mitigating factor .
- Tax gross‑ups on medical insurance and equity acceleration features in severance/change‑of‑control packages; explicit tax gross‑ups used in potential payments illustrations .
- Board held no formal meetings in 2024 (relying on committee meetings and unanimous written consents), which may signal concentrated governance practices .
- Hedging and pledging prohibited for officers/directors, reducing misalignment risk; exception process exists for pledging with CFO approval .
- 2024 performance challenges: net loss, impaired goodwill at Nugget, valuation allowance on US deferred tax assets; stock price −34% YoY; Adjusted EBITDAR −10%, leading to zero PSU payouts for 2022 cycle and reduced AIP payouts for non‑CEO NEOs (59.3%) .
Board Service History, Committees, and Dual‑Role Implications
- Service history: Director since March 1994; Chairman and Co‑CEO; Class III director term through 2027 .
- Committees: Not listed as serving on Audit, Compensation, or Governance/Nominating committees; those committees composed entirely of independent directors .
- Dual‑role implications: Board explicitly determined combining Chairman and Co‑CEO roles is in shareholders’ best interest given experience and communication benefits; mitigated by independent majority and fully independent committees; no Lead Independent Director due to small board size .
Investment Implications
- Alignment: Zero payout on 2022 PSUs and non‑earned 2024 AIP for Co‑CEOs underscore pay‑for‑performance discipline amid weak TSR and earnings; forward contingent bonus ties 2024 awards to 2025 results, reducing “pay despite poor performance” risk .
- Retention and change‑of‑control: Rich severance (3× salary/management fee + 3× average bonus, equity acceleration, tax gross‑ups, and consulting option) materially lowers exit risk but increases potential change‑of‑control costs; investors should factor these liabilities in M&A scenarios .
- Trading signals: Options are out‑of‑the‑money at year‑end ($5.61 strike vs $3.24 stock), limiting option‑driven selling pressure; PSU hurdle design (relative TSR and Adjusted EBITDAR) requires operational and market outperformance to vest, suggesting constrained near‑term equity issuance absent improved results .
- Governance watch‑items: Combined Chair/CEO and absence of Lead Independent Director, plus limited formal board meetings in 2024, merit ongoing monitoring; however, committee independence and anti‑hedging/pledging policies partially mitigate governance risks .