Anthony L. Carano
Caesars EntertainmentAbout Anthony L. Carano
Anthony L. Carano is President and Chief Operating Officer of Caesars Entertainment, a role he has held since January 2019. He previously served as EVP & COO (May 2017–Jan 2019), EVP of Operations (Aug 2016–May 2017), and EVP, General Counsel & Secretary (Sep 2014–Aug 2016). He holds a B.A. from the University of Nevada, a J.D. and an M.B.A. in Finance from the University of San Francisco. Age 43 as disclosed in the 2025 proxy’s executive officer section . In 2024, Caesars generated $11.2B in net revenues (vs. $11.5B in 2023), reported a net loss of $211M (vs. $828M net income in 2023, which benefited from a $940M tax valuation allowance reversal), and Adjusted EBITDA declined 5.1%. Digital segment revenues, net income, Adjusted EBITDA and margins improved materially. The company refinanced ~$4.4B of debt, eliminating maturities until 2027, and sold the WSOP trademark ($500M) and LINQ Promenade ($275M) to reduce debt .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Caesars Entertainment | President & COO | Jan 2019–present | Oversees operations across casino, hospitality, and Digital; part of leadership team executing debt refinancings and asset sales in 2024 |
| Caesars Entertainment | EVP & COO | May 2017–Jan 2019 | Operational leadership pre-merger integration period |
| Caesars Entertainment | EVP of Operations | Aug 2016–May 2017 | Property-level performance and operations oversight |
| Caesars Entertainment | EVP, General Counsel & Secretary | Sep 2014–Aug 2016 | Led legal, regulatory and corporate secretary functions |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| McDonald Carano Wilson, LLP | Attorney (transactional, gaming and regulatory) | Pre-2014 | Regulatory and transactional expertise relevant to gaming licensing and compliance |
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Base salary | $1,350,000 | $1,350,000 |
| Target annual bonus (% of salary) | 125% | 125% |
| Actual annual bonus ($) | $1,734,750 | $1,037,813 (61.5% of target) |
2024 Perquisites and Other Compensation (Selected)
| Perquisite | Amount |
|---|---|
| Personal use of company aircraft | $46,830 |
| Residential security | $114,769 |
| Life insurance premiums | $2,352 |
| Long-term disability | $1,589 |
| Group term life insurance | $2,340 |
The company maintains robust insider trading, anti-hedging and pre-clearance policies for directors and officers; short sales and exchange-traded options are prohibited under the Securities Trading Policy .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Design and Outcome
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout as % of Target | Vesting/Timing |
|---|---|---|---|---|---|---|---|
| Consolidated Adjusted EBITDA | Primary metric (sole disclosed metric) | $3,645,000k (90%) → 50% payout | $4,050,000k → 100% payout | $4,657,500k (115%) → 200% payout | $3,739,000k (92.3%) | 61.5% | Cash paid after year-end |
Long-Term Incentives (LTI) – 2024 Grants and Structure (Anthony L. Carano)
| Award type | Grant date | Target shares/units | Target grant value ($) | Performance measure(s) | Payout curve | Vesting |
|---|---|---|---|---|---|---|
| RSU (Annual) | 1/26/2024 | 47,993 | $2,193,750 | Time-based | n/a | Ratable over 3 years (service) |
| PSU – rTSR vs S&P 500 (80% of PSU mix) | 1/26/2024 | 38,394 target | Included in PSU value $2,193,750 (aggregate) | 3-yr relative TSR vs S&P 500 | 0% <35th pct; 50% at 35th; 100% at 50th; 200% at 75th; cap at 100% if absolute TSR negative | Cliff at end of 3-year period (performance + service) |
| PSU – Adjusted EBITDA (20% of PSU mix) | 1/26/2024 | 9,598 target | Included in PSU value $2,193,750 (aggregate) | Avg. annual Adjusted EBITDA target attainment 2024–2026 | 0% <90%; 50% at 90%; 100% at 100%; 200% at ≥115% (straight-line between points) | Cliff at end of 3-year period (performance + service) |
| RSU – Contract Renewal Award | 1/26/2024 | 82,509 | n/a (share count grant) | Time-based | n/a | 1/3 on first three anniversaries of Jan 1, 2024 (i.e., 2025/2026/2027), continued service required |
Additional context and realized performance:
- 2022 PSU cycle: EBITDA PSUs vested at 90.5% based on average annual target attainment of 98.1% over 2022–2024; rTSR PSUs ranked 3rd percentile vs S&P 500 (below threshold), but the Compensation Committee exercised discretion to certify a 61.5% payout on rTSR component citing balance sheet strengthening, new facilities, rebranding, and Digital expansion; overall 2022 PSU payout was 71.7% of target .
Year-over-year plan design changes (forward-looking)
- Beginning with 2025 LTI, PSUs shift to 60% based on three-year free cash flow and 40% rTSR (vs. 2024’s 20% EBITDA/80% rTSR), reducing overlap with the short-term plan and emphasizing cash generation .
Equity Ownership & Alignment
- Stock ownership guidelines: COO must hold stock equal to 4x base salary; as of Dec 31, 2024, each NEO met their guideline .
- Equity grant timing: awards determined from prior 20-day average stock price; options, if granted, carry strike at or above market; grants are generally made in January and not timed around MNPI; no dividends on unvested or unearned awards .
- Anti-hedging: short sales and exchange-traded options are prohibited under the Securities Trading Policy .
Employment Terms
- Employment agreement extended on Jan 26, 2024: term moved from Jan 1, 2025 to Jan 1, 2027, with automatic one-year renewals thereafter; in consideration, received a time-based RSU “Contract Renewal Award” (82,509 units) vesting ratably over three years from Jan 1, 2024, subject to continued service .
- Clawback: Dodd-Frank compliant policy requires recovery of erroneously awarded incentive compensation upon a restatement, regardless of fault .
- Change-in-control: Double-trigger provisions; no excise tax gross-ups; maximum CoC severance multiple not in excess of 2.99x salary+target bonus (company policy) .
Potential Payments Upon Termination or Change in Control (Anthony L. Carano; if event occurred 12/31/2024)
| Scenario | Cash severance | Other benefits | Equity (RSUs/PSUs) |
|---|---|---|---|
| Involuntary termination without cause / for good reason | $4,075,313 | $39,116 | $3,316,466 |
| Death | $1,687,500 | $29,116 | $7,650,039 |
| Disability | $1,687,500 | $29,116 | $7,650,039 |
| Change in control (no termination) | $0 | $0 | $9,160,423 |
| Termination without cause/for good reason following CoC | $7,762,500 | $43,674 | $9,160,423 |
Performance & Track Record
- 2024 operations saw strength in Digital (higher iGaming handle/hold, improved sportsbook hold) amid headwinds from regional competition, renovation disruptions and weather. Caesars refinanced ~$4.4B of debt (new $2.9B term loan and $1.5B secured notes), pushing maturities to 2027, and sold WSOP trademark ($500M) and LINQ Promenade ($275M) to reduce leverage .
- Governance and compliance: Anthony serves on the company’s Compliance Committee (non-director member), which met four times in 2024 and oversees gaming regulatory compliance .
- Say-on-pay: 82% support at 2024 annual meeting; feedback led to reducing overlapping metrics and, starting in 2025, replacing PSU EBITDA with free cash flow .
Compensation Structure Analysis
- At-risk mix: Majority of NEO target compensation is variable (approx. 80% for NEOs), with 50% of target LTI in PSUs (heavily rTSR-based in 2024), directly linking pay to shareholder outcomes; RSUs vest ratably over 3 years, creating multi-year retention .
- Metric evolution: Shift from EBITDA-weighted PSUs to free cash flow PSUs (60%) in 2025 enhances cash discipline and reduces overlap with EBITDA-focused AIP, addressing shareholder input .
- Discretion risk flag: Committee discretion to partially pay below-threshold rTSR for the 2022 PSU cycle (61.5% of target) despite 3rd percentile TSR introduces governance scrutiny, though the committee cited substantial operational and capital structure progress .
Compensation Peer Group (for market comparisons)
Boyd Gaming, Carnival, Hilton, Hyatt, Las Vegas Sands, Marriott, MGM Resorts, Norwegian Cruise Line, Penn Entertainment, Royal Caribbean, Wynn Resorts. The committee reviews but does not target a specific percentile; Aon serves as independent consultant (fees ~$150k; other company services ~$4.7M) .
Say‑on‑Pay & Shareholder Feedback
- 2024 say-on-pay approval: ~82% support; company adjusted equity metrics (2025 LTI adds FCF and reduces overlap) to reflect investor input .
Investment Implications
- Pay-for-performance alignment: AIP paid at 61.5% amid EBITDA underperformance; 2022 PSU payout at 71.7% (with rTSR discretion) shows downside sensitivity while retaining management continuity through sizable RSUs—particularly the 82,509-unit renewal award that vests through 2027—reducing near-term attrition risk but adding vesting-driven supply over the next three years .
- Focus on cash: 2025 shift to FCF-based PSUs should better align with deleveraging priorities following 2024 refinancings and asset sales .
- Change-in-control economics: Double-trigger design without tax gross-ups is investor-friendly; quantified severance shows manageable cash exposure but significant equity acceleration in CoC scenarios, relevant for M&A handicapping .