Peter Hoetzinger
CENTURY CASINOS INC /CO/About Peter Hoetzinger
Peter Hoetzinger (age 62) is Vice Chairman of the Board, Co-Chief Executive Officer, and President of Century Casinos, Inc. He holds a Masters degree from the University of Linz, Austria (1986), has been employed full-time by CNTY since May 1993, served as President since 2000, Co-CEO since March 2005, and a director since March 1994 . 2024 operational highlights under management included opening the Riverview hotel in Cape Girardeau (April 2024) and the new land-based casino and hotel in Caruthersville (November 2024) . For 2024, CNTY reported net operating revenue of $575.9m (+5% YoY), Adjusted EBITDAR of $102.7m (-10% YoY), net loss attributable to stockholders of $(128.2)m (impacted by valuation allowance and goodwill impairment), basic loss/share of $(4.19), and year-end share price of $3.24 (down 34% YoY); a $100 TSR measure ended 2024 at $41 versus Peer Group at $74 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Century Casinos, Inc. | Co-Chief Executive Officer | Since Mar 2005–present | Senior leadership across domestic and international casino operations |
| Century Casinos, Inc. | President | Since 2000–present | Day-to-day executive leadership; growth and reinvestment strategy |
| Century Casinos, Inc. | Director (Vice Chairman) | Since Mar 1994–present | Long-tenured board oversight; governance continuity |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Various casino companies (unspecified) | Director | Not disclosed | Broader industry governance experience (served on numerous casino company boards worldwide) |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 591,406 | 649,947 (corrected) | 673,878 |
| Salary structure notes | Euro salary + Focus management fee; $231,406 (EUR portion) | Euro salary $258,627 and Focus fee $391,320; 2023 salary corrected to remove medical insurance | Euro salary $264,557 and Focus fee $409,321 |
| Perquisites/Other ($) | 75,968 | 80,519 | 86,959 (includes medical insurance tax gross-up $15,061, life insurance $19,168, automobile $52,730) |
Notes:
- Directors who are employees (including Co-CEOs) receive no additional pay for Board service .
- Life insurance benefit maximum €418,032 (~$434,956 at 12/31/24) and automobile usage provided; long-term disability/death benefits equal to annual salary for 12 months .
Performance Compensation
Annual Incentive (Cash)
| Plan Year | Metric | Weighting | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|---|
| 2024 | Net operating revenue | 100% | $564.3m | $627.0m | $689.7m | $576.0m | Co-CEOs: 0%; $148,245 each payable in 2026 only if 2025 “threshold” achieved |
- Company-wide payout determination for 2024 was 59.3% of target, but Co-CEO bonuses were not earned and are contingent on 2025 threshold performance; other NEOs were paid ~$74,123 each .
Long-Term Incentives (Equity)
- 2024 PSU grant (6/24/2024). Performance period 3 years (2024–2026). Metrics and weightings: Relative TSR vs Russell 3000 (25%) threshold/target/max = -10%/0%/10%; Adjusted EBITDAR (75%) threshold/target/max = $376.1m/$417.8m/$459.6m; 0–200% payout; must achieve at least one metric at threshold to earn . Peter target PSUs: 94,791; grant date fair value $171,808; assigned to Focus .
- 2022 PSUs (performance period 2022–2024) paid 0% (relative TSR (96%) and Adjusted EBITDAR $274.8m both below threshold) .
| Equity Award | Grant Date | Metric/Terms | Target | Vesting/Performance Window |
|---|---|---|---|---|
| 2024 PSUs | 06/24/2024 | TSR (25%), Adjusted EBITDAR (75%); 0–200% payout | 94,791 (target) | 3-year performance; cliff settle after period |
| 2023 Options | 09/12/2023 | Strike $5.61; replacement for 2014 options; 25% vest at grant, 25% each year 1–3; expires 09/12/2033 | 450,000 total (225,000 exercisable; 225,000 unexercisable at 12/31/24) | Time-based vesting 2023–2026 |
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Directly held by Peter | 144,800 shares |
| Hoetzinger Family Foundation | 1,077,084 shares (beneficially owned) |
| Focus Lifestyle and Entertainment AG (family foundation subsidiary) | 262,917 shares (beneficially owned) |
| Options exercisable within 60 days | 225,000 |
| Options unexercisable (12/31/24) | 225,000 |
| Total beneficial ownership (incl. in-60-day options) | 1,709,801 shares (5.6% of 30,682,603 outstanding) |
| Unearned PSUs outstanding (est. threshold presentation) | 11,328 (2023 PSUs) and 11,849 (2024 PSUs); $36,702 and $38,390 value at $3.24 |
| Ownership guidelines | Co-CEOs must hold ≥3x base salary; Co-CEOs also required to purchase €112,500 (after-tax) of shares within 3 years from 1/1/2023; both are in compliance |
| Hedging/Pledging | Officers/directors prohibited from hedging and from pledging or margin accounts; limited pledge exceptions require CFO pre-approval; Rule 10b5-1 plan usage allowed under policy |
Observation:
- Peter’s 2023 options (strike $5.61) were out-of-the-money at 12/31/24 ($3.24), reducing near-term exercise-driven selling pressure .
Employment Terms
| Aspect | Key Terms |
|---|---|
| Employment agreement | Amended 11/1/2024; effective through Dec 2029 |
| Management agreement (Focus) | Effective through Oct 31, 2029; 5-year renewable periods thereafter |
| Base compensation | Minimum €220,000 salary (employment agreement), plus annual increases/bonuses and benefits |
| Management fee | At least $409,321 annually to Focus, plus potential increases/bonuses |
| Annual incentive/PSUs | As set by Compensation Committee; PSUs under 2016 Plan; three-year performance periods |
| Severance (termination without cause, for cause by exec, or upon change of control) | Lump sum and scheduled payments totaling 3x current annual salary/management fee plus 3x average bonus; optional 3-year consulting at current salary + management fee + prior year bonus + benefits; immediate vesting/settlement options for equity; make-whole tax gross-up on CoC |
| Non-compete/confidentiality | CEO agreements contemplate confidentiality and non-compete obligations for a specified period |
| CIC definition | Broad (beneficial ownership threshold; board turnover; merger/sale/liquidation; specified changes in CEO roles) |
Estimated potential payments if terminated on 12/31/2024:
- By Company without Cause: Total ~$11,482,668 (Salary $4,043,268; Bonus $1,185,957; Benefits $45,183; Austrian severance $299,866; Options $5,610,000; PSUs $298,394) .
- Upon Change of Control: Total ~$18,238,647 (Salary $8,985,040; Bonus $2,635,460; Benefits $45,183; Austrian severance $299,866; Options $5,610,000; PSUs $663,098) .
Board Governance
- Current role: Vice Chairman of the Board; Board Class II (term expires 2026) .
- Committee memberships: None; Audit, Compensation, and Governance & Nominating Committees are entirely independent (chairs and members listed) .
- Independence: Not independent; three of five directors are independent .
- Board leadership: Chairman is also Co-CEO; no lead independent director; committees comprised of independent directors .
- Attendance: The Board held no formal meetings in 2024; all Board members attended the four Audit Committee meetings; additional approvals via unanimous written consents .
Director Compensation (as applicable)
- Employees receive no additional fees for Board service; outside director fee schedule disclosed; no 2024 RSU grants to outside directors (paid cash in lieu, pending plan approval) .
Compensation Structure Analysis
| Indicator | Evidence/Implication |
|---|---|
| Mix shift to PSUs | Co-CEOs receive PSUs annually; 2024 PSU metrics emphasize TSR (25%) and Adjusted EBITDAR (75%) over 3 years, aligning to long-term value; 2017 shift toward PSUs; stock options not granted to NEOs in 2024 (outside 2023 refresh) |
| Option refresh (no repricing) | 2014 options canceled and replaced in 2023 at FMV $5.61; plan prohibits repricing without shareholder approval |
| Annual bonus discipline | 2024 Co-CEO cash bonuses not earned despite corporate 59.3% payout; Co-CEO payout contingent on 2025 threshold performance (deferred) |
| Clawback | Company adopted SEC/Nasdaq-compliant clawback; 2016 Plan includes clawback for all equity awards |
| Tax gross-ups | CEO agreements include make-whole gross-ups in change-of-control scenarios (shareholder-unfriendly) |
Equity Ownership & Beneficial Holders Context
- Peter beneficially owns 1,709,801 shares (5.6% of outstanding; includes 225,000 options exercisable within 60 days). Hoetzinger Family Foundation holds 1,077,084 shares; Focus holds 262,917; Peter directly owns 144,800 .
- Other >5% holders include Royce & Associates (9.4%), Nokomis Capital (7.0%), Rice Hall James (5.2%), Vanguard (5.0%) .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Initial Investment (TSR) | $89 | $62 | $41 |
| Net Income (Loss), $m | 13.7 | (18.5) | (121.1) |
| Adjusted EBITDAR, $m | 103.3 | 114.0 | 102.7 |
| Net operating revenue, $m (YoY) | — | — | 575.9 (+5%) |
- 2024 headwinds: Higher interest expense from added triple net lease properties (VICI), U.S. deferred tax valuation allowance, and Nugget goodwill impairment (~$43.7m combined non-cash impact) .
- 2024 project execution: Opened two Missouri projects (Cape Girardeau hotel and Caruthersville land-based casino + hotel) .
Compensation Peer Group (used for 2024 decisions)
PENN, RICK, YUM, BALY, CHDN, RRR, GDEN, MCRI, CZR, PLYA .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval exceeded 87% at the last three annual meetings; 2024 vote reflected support for program design .
Related Party Transactions
- CNTY maintains management agreements with Focus (wholly owned subsidiary of Hoetzinger Family Foundation) covering executive services; Audit Committee approved related agreements under its charter .
Board Service History, Committee Roles, and Dual-Role Implications
- Service: Director since 1994; currently Vice Chairman; not on Board committees .
- Dual roles: Both Chairman and Vice Chairman serve as Co-CEOs; no lead independent director. While committees are fully independent, the combined CEO/Chair model heightens independence/oversight considerations for investors .
Employment Terms — Change-of-Control Economics (Selected Scenarios)
| Scenario (as of 12/31/24) | Salary ($) | Bonus ($) | Benefits ($) | Austrian Severance ($) | Accelerated Options ($) | Accelerated PSUs ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Company without Cause | 4,043,268 | 1,185,957 | 45,183 | 299,866 | 5,610,000 | 298,394 | 11,482,668 |
| Change of Control | 8,985,040 | 2,635,460 | 45,183 | 299,866 | 5,610,000 | 663,098 | 18,238,647 |
- Structure: Effectively single-trigger CIC economics for the CEO employment/management agreements (benefits upon change of control), plus optional 3-year consulting and tax gross-up; PSUs under the plan use a double-trigger if awards are assumed, or accelerate if not assumed .
Risk Indicators & Red Flags
- 2022 PSUs paid 0% (both TSR and Adjusted EBITDAR below threshold), signaling underperformance against long-term targets .
- Co-CEO CIC/tax gross-up provisions are shareholder-unfriendly and large in magnitude .
- Related-party management agreement with Focus (family foundation subsidiary) requires continued robust Audit Committee oversight .
- Board leadership concentration (Co-CEO/Chair + Co-CEO/Vice Chair) and absence of a lead independent director increase governance risk, though committees are fully independent .
- Board held no formal meetings in 2024; however, all directors attended audit committee meetings and executed unanimous written consents (unusual pattern that warrants monitoring) .
Investment Implications
- Alignment: High equity exposure via significant ownership (5.6%) and PSU-heavy LTI design supports alignment; hedging/pledging prohibitions and ownership guidelines (3x salary) reinforce it .
- Near-term selling pressure: 2023 options (strike $5.61) were out-of-the-money at 12/31/24 ($3.24), limiting forced exercises; PSUs vest on 3-year performance, reducing immediate supply .
- Pay-for-performance: 2024 Co-CEO bonuses not earned (deferred contingent on 2025 threshold), and 2022 PSUs at 0% payout, indicate some pay outcomes tracking performance; however, large CIC/tax gross-up provisions create a cost overhang .
- Execution vs returns: Management delivered key Missouri projects, but stock underperformed in 2024 (TSR proxy measure at $41 vs $74 for peers), and net loss widened due to non-cash items and higher lease-related interest; PSU design emphasizes TSR and EBITDAR improvement through 2026 .
- Governance: Dual CEO/Chair structure without a lead independent director, no formal Board meetings in 2024, and related-party management agreements merit a higher governance risk premium; sustained independent committee oversight is critical .