Margaret Stapleton
CENTURY CASINOS INC /CO/About Margaret Stapleton
Chief Financial Officer and Corporate Secretary of Century Casinos since November 18, 2019, under an employment agreement initially effective through November 2024 and amended in November 2024; the current term runs through November 2029 with automatic five-year renewals thereafter . Company performance context during her tenure: 2024 net operating revenue was $575.9 million (+5% YoY), Adjusted EBITDAR was $102.7 million (-10% YoY), and the company’s total shareholder return value for a $100 investment was 41 (vs. 62 in 2023) . Executive pay programs emphasize pay-for-performance via annual bonuses tied to net operating revenue and long-term PSUs tied to relative TSR (Russell 3000) and Adjusted EBITDAR .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Century Casinos, Inc. | Chief Financial Officer & Corporate Secretary | 2019–present | Part of senior management during 2023 acquisitions (Nugget Casino, Rocky Gap) and Canada sale-leaseback; NEOs received performance bonuses tied to 2023 net operating revenue results |
External Roles
- No public company directorships or external board roles disclosed in the proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 250,000 | 279,250 | 292,096 |
| Target annual bonus ($) | 100,000 | 125,000 | 125,000 |
| Target bonus as % of salary | 40.0% (100,000/250,000) | 44.8% (125,000/279,250) | 42.8% (125,000/292,096) |
| Actual annual incentive ($) | 112,817 (payout 112.82%) | 105,820 (payout 84.66%) | 74,123 (payout 59.3%) |
| One-time/special bonus ($) | — | 95,000 (2023 transaction-related) | — |
Performance Compensation
Annual Incentive Plan (Cash)
| Year | Performance metric | Threshold | Target | Maximum | Actual result | Payout factor | Payout ($) |
|---|---|---|---|---|---|---|---|
| 2022 | Net operating revenue | $ (company-established) | $ (company-established) | $ (company-established) | Committee-determined; payout 112.82% | 112.82% | 112,817 |
| 2023 | Net operating revenue (excl. Nugget & Rocky Gap) | $402.1m | $446.8m | $491.5m | Actual $433.1m → 84.66% payout | 84.66% | 105,820 |
| 2024 | Net operating revenue | $564.3m | $627.0m | $689.7m | Actual $576.0m → ~59.3% payout | 59.3% | 74,123 |
Long-Term Incentives (PSUs)
| Grant year | Performance period | Metrics & weighting | Threshold/Target/Max | Target PSUs | Status | Vest/settlement |
|---|---|---|---|---|---|---|
| 2021 | 1/1/2021–12/31/2023 | Relative TSR 25% (vs. Russell 3000); Adjusted EBITDAR 75% | TSR: -10%/0%/10%; EBITDAR: $214.7m/$238.6m/$262.4m | 18,634 | Earned at 150%; 27,950 shares issued | Settled March 15, 2024 |
| 2022 | 1/1/2022–12/31/2024 | Relative TSR 25%; Adjusted EBITDAR 75% | TSR: -10%/0%/10%; EBITDAR: $293.0m/$325.6m/$358.2m | 25,407 | Earned 0% (no shares) | No shares issued |
| 2023 | 1/1/2023–12/31/2026 | Relative TSR 25%; Adjusted EBITDAR 75% | TSR: -10%/0%/10%; EBITDAR: $288.6m/$320.6m/$352.7m | 32,365 | In-flight; unearned PSUs: 4,046 (threshold basis at 12/31/2024) | Scheduled after 12/31/2026 |
| 2024 | 1/1/2024–12/31/2027 | Relative TSR 25%; Adjusted EBITDAR 75% | TSR: -10%/0%/10%; EBITDAR: $376.1m/$417.8m/$459.6m | 33,854 | In-flight; unearned PSUs: 4,232 (threshold basis at 12/31/2024) | Scheduled after 12/31/2027 |
Option Awards and Exercises
- Exercised 25,000 legacy options in 2023; value realized $14,500 . No options outstanding or exercisable for Stapleton at 12/31/2024; outstanding equity comprises PSUs only .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Beneficial ownership (Apr 28, 2025) | 163,436 common shares; spouse holds 125 of the reported shares |
| Ownership % of shares outstanding | ~0.53% (163,436 / 30,682,603) based on shares outstanding at Apr 28, 2025 |
| Options exercisable within 60 days | None for Stapleton |
| Unvested PSUs at 12/31/2024 | 2023 PSUs: 4,046 (market/payout value $13,108); 2024 PSUs: 4,232 ($13,711) (values at $3.24 close on 12/31/2024; threshold basis) |
| Stock ownership guidelines | Executives must own shares equal to annual base salary; five years to comply; officers/directors prohibited from hedging or pledging company securities (exceptions to pledging only with CFO pre-approval) |
| Pledging/hedging status | Company policy prohibits; no pledges disclosed for Stapleton in proxy |
Employment Terms
| Term | Provision |
|---|---|
| Agreement effective dates | Initial agreement dated Nov 18, 2019; amended Nov 2024; current term through Nov 2029 with five-year auto-renewals |
| Base salary floor in agreement | Not less than $279,250 (set November 2024 amendment) |
| Severance (termination without Cause or resign for Good Reason) | 2x current base salary plus average annual bonus (last 3 years), paid in equal monthly installments over 24 months; immediate vesting of unvested equity awards (performance-based awards vest subject to satisfaction of performance goals); 12× the difference between monthly COBRA premium and prior employee contribution (for Stapleton) |
| Change-of-control trigger | November 2024 amendment added payments upon termination following a change in control (double-trigger) |
| Death/disability | Continuation of salary in effect for one year |
| Modeled potential payments (assumed termination or CoC as of 12/31/2024 at $3.24 stock) | Salary $584,192; Bonus $97,587; Accelerated PSU $106,569; Total $788,348 |
| Clawback | Company-wide clawback for equity awards upon accounting restatement; employment agreement includes clawback per company policy |
Compensation Structure Notes
- Year-over-year mix shifted away from equity in 2024: stock award grant-date value fell to $61,360 (2024) from $292,659 (2023), while annual incentive payouts stepped down with revenue outcomes (84.66% in 2023 vs. 59.3% in 2024) . PSUs continue to be the dominant long-term vehicle with strict thresholds; the 2022 PSUs paid 0%, evidencing performance discipline .
Governance, Peer Group, and Say-on-Pay
- Compensation peer group used for 2024 decisions included PENN, YUM, CHDN, GDEN, CZR, RICK, BALY, RRR, MCRI, PLYA . Say-on-Pay support exceeded 87% at the June 24, 2024 annual meeting, indicating strong shareholder approval of the pay program .
Investment Implications
- Alignment: Compensation is tightly tied to quantitative metrics (net operating revenue annually; TSR and Adjusted EBITDAR for PSUs), with demonstrated downside (0% payout for 2022 PSUs) and upside (150% payout for 2021 PSUs) based on results, supporting pay-for-performance constructs .
- Retention and change-of-control: Enhanced double-trigger CoC terms (Nov 2024) and sizeable modeled severance (2x salary plus average bonus) reduce near-term departure risk but create potential CoC transaction costs; immediate vesting of performance awards remains subject to performance satisfaction, preserving some alignment .
- Selling pressure: No options outstanding; PSU settlements are scheduled (2026 and 2027), potentially adding supply around vest dates; company policy prohibiting hedging/pledging mitigates misalignment risks; ownership is modest (<1%), but guidelines require salary-equivalent holdings over five years .
- Execution risk: 2024 results show revenue growth but margin/EBITDAR pressure and negative TSR, which may reduce incentive realizations, maintaining discipline and potentially motivating operational improvements under Stapleton’s finance leadership .