Bret Yunker
Caesars EntertainmentAbout Bret Yunker
Bret Yunker, 48, has been CFO of Caesars Entertainment since May 2019. He previously was a Managing Director in JPMorgan’s Real Estate Investment Banking Group (2013–2019) and spent 14 years at Bank of America Merrill Lynch covering gaming and leisure; he holds a B.S. in Business Administration from USC . Company performance during his tenure includes 2023 net revenues up 6.5% and Adjusted EBITDA up 21.4% versus 2022, with deleveraging and ~$4.4B of debt extended in early 2024; 2024 saw consolidated net revenues of $11.2B (vs. $11.5B in 2023) and Adjusted EBITDA down 5.1%, alongside asset sales and additional debt refinancing .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| JPMorgan Chase & Co. | Managing Director, Real Estate Investment Banking | 2013–2019 | Led advisory and capital markets execution for gaming sector clients |
| Bank of America Merrill Lynch | Various roles covering gaming and leisure | 14 years (dates not specified) | Sector coverage for casino, lodging and leisure companies |
External Roles
No public-company board roles or external directorships disclosed for Bret Yunker .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,150,000 | 1,150,000 | 1,200,000 |
| Target Bonus (% of Salary) | 125% | 125% | 125% |
| Non-Equity Incentive (Actual $) | 1,581,250 | 1,477,750 | 922,500 |
| Incremental/Other Bonus ($) | 244,375 (COVID-related incremental) | — | — |
| All Other Compensation ($) | 35,629 | 50,155 (note corrected for aircraft; see footnote) | 55,737 |
| Perquisites Detail (selected) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Personal aircraft use ($) | 22,138 | 36,064 | 27,508 |
| Security at residence ($) | — | 40,471 was omitted previously; total 2023 “All Other” corrected to include security per proxy | 12,540 |
| 401(k) match ($) | 6,150 | 6,750 | 8,238 |
Performance Compensation
| Equity Grant Type | Grant Date | Target Shares/Value | Metrics & Weighting | Vesting | Notes |
|---|---|---|---|---|---|
| RSU (Annual LTI) | 1/26/2024 | 39,379 RSUs; $1,751,972 | Time-based | Ratable over 3 years | Annual LTI mix 50% RSU / 50% PSU |
| PSU (rTSR) | 1/26/2024 | Target 31,503; max 63,006; FV $1,844,816 | rTSR vs S&P 500; 80% of PSUs | Earned over 3 years; payout 0–200% | Negative 3-yr TSR caps payout at 100% |
| PSU (Adj. EBITDA) | 1/26/2024 | Target 7,875; max 15,750; FV $350,359 | Adj. EBITDA; 20% of PSUs | Averaged annual targets over 3 yrs; payout 0–200% | |
| RSU (Contract Renewal Award) | 1/26/2024 (effective 1/1/2024) | 57,754 RSUs; $2,569,475 | Time-based | Equal 1/3 on each of the first three anniversaries of 1/1/2024 | For extending employment term to 1/1/2027 |
| RSU (Annual LTI) | 1/27/2023 | 37,428 RSUs; $1,961,601 | Time-based | Ratable over 3 years | LTI mix 50% RSU / 50% PSU |
| PSU (rTSR) | 1/27/2023 | Target 24,328; max 48,656; FV $2,013,872 | rTSR vs S&P 500; 65% of PSUs | Earned over 3 years; payout 0–200% | |
| PSU (Adj. EBITDA) | 1/27/2023 | Target 13,099; max 26,198; FV $686,519 | Adj. EBITDA; 35% of PSUs | Averaged annual targets over 3 yrs; payout 0–200% | |
| RSU (Annual LTI) | 1/28/2022 | 20,667 RSUs; $1,508,071 | Time-based | Ratable over 3 years | |
| PSU (rTSR) | 1/28/2022 | Target 13,433; max 26,866; FV $1,389,913 | rTSR vs S&P 500; 65% of PSUs | Earned over 3 years; payout 0–200% | |
| PSU (Adj. EBITDA) | 1/28/2022 | Target 7,233; max 14,466; FV $527,792 | Adj. EBITDA; 35% of PSUs | Averaged annual targets over 3 yrs; payout 0–200% |
| Annual Cash Bonus Program | Threshold | Target | Maximum | 2024 Actual |
|---|---|---|---|---|
| Consolidated Adjusted EBITDA (‘000s) | 3,645,000 | 4,050,000 | 4,657,500 | 3,739,000 |
| Payout (% of Target) | 50.0% | 100.0% | 200.0% | 61.5% |
Additional PSU outcomes:
- 2022 PSU cycle (3-year period ending 12/31/2024): Adjusted EBITDA portion paid 90.5% of target based on average attainment of 98.1%; rTSR ranked 3rd percentile; Compensation Committee exercised discretion to certify rTSR payout at 61.5% given strategic achievements and volatility .
- 2025 design change: PSUs now 50% of LTI, with 40% rTSR (peer group of 12) and 60% free cash flow metrics; EBITDA removed from PSUs to reduce overlap with STI .
Equity Ownership & Alignment
| Ownership/Guideline | Status/Detail |
|---|---|
| Stock ownership guideline | CFO required minimum 4x base salary; all NEOs met guidelines as of 12/31/2024 . |
| Hedging/derivatives | Hedging and exchange-traded option transactions are prohibited under Securities Trading Policy . |
| Pledging | No pledging policy disclosure identified; no pledging by Yunker disclosed in proxies reviewed . |
Outstanding awards snapshot (selected):
- As of 12/31/2023, Yunker held 37,428 unvested time-based RSUs; unearned PSUs included 12,164 rTSR (2023 grant) and 13,217 rTSR/EBITDA-line items per the table; see full outstanding awards schedule in proxy . RSUs from 2024 Contract Renewal Award total 57,754, vesting in equal thirds on the first three anniversaries of 1/1/2024 .
Employment Terms
| Term | Provision |
|---|---|
| Current contract term | Extended to 1/1/2027 with automatic 1-year renewals . |
| Base/bonus/LTI targets (2024) | Base $1.2M; Target bonus 125% of base; LTI target 300% of base . |
| Severance (non-CIC) | Lump-sum 1.0x (salary + target bonus) + 12 months health + prorated actual annual bonus + up to $10,000 outplacement . |
| Severance (double-trigger CIC within 2 years) | Lump-sum 2.0x (salary + target bonus) + 18 months health + prorated target bonus + up to $10,000 outplacement . |
| Non-compete / non-solicit | 12-month post-termination non-compete and non-solicit; perpetual confidentiality . |
| Clawback | Compliant with SEC/Nasdaq rules; policy to recover erroneously awarded incentive comp; Amendments subject compensation to policy effective 12/1/2023 . |
| Change-in-control equity | Company practices emphasize double-trigger CIC; no excise tax gross-ups; no repricing of underwater options . |
Compensation Structure Analysis
- Mix and at-risk pay: Majority of CFO pay is variable; annual LTI awards split 50% RSU / 50% PSU; PSUs emphasize rTSR and (until 2024) Adj. EBITDA; 2025 shifts PSU metrics to rTSR and FCF, reducing STI/LTI overlap .
- Metric rigor and discretion: rTSR thresholds are strict (no payout below 35th percentile; cap at target if absolute TSR negative); 2022 rTSR payout discretion (61.5%) indicates willingness to adjust for strategic progress despite stock volatility—watch for future use of discretion .
- Retention: 2024 contract extensions and sizable time-based RSU “Contract Renewal Awards” (57,754 for CFO) materially increase retention value through 2027 and create near-term vesting supply .
Say-on-Pay & Peer Group
- Say-on-Pay support: 2023 support ~78%; 2024 support ~82%, with feedback to reduce overlapping metrics addressed in 2024/2025 PSU redesign .
- Compensation peer group: Boyd Gaming, Carnival, Hilton, Hyatt, Las Vegas Sands, Marriott, MGM Resorts, Norwegian Cruise Line, Penn Entertainment, Royal Caribbean, Wynn Resorts .
Performance & Track Record
| Year | Key Operating Highlights |
|---|---|
| 2023 | Net revenues +6.5%; Adjusted EBITDA +21.4%; $2.0B senior secured notes and $2.5B term loan; reversal of valuation allowance drove $940M tax benefit; deleveraging with ~$4.4B maturities extended . |
| 2024 | Net revenues $11.2B (vs. $11.5B in 2023); Adjusted EBITDA down 5.1%; $2.9B incremental term loan and $1.5B secured notes to extend maturities to 2027+; sale of WSOP trademark ($500M) and LINQ Promenade ($275M) with proceeds to debt reduction . |
Vesting Schedules and Insider Selling Pressure
- Near-term supply: 2024 annual RSUs vest ratably over 2025–2027; 2024 Contract Renewal RSUs vest in equal thirds on the first three anniversaries of 1/1/2024 (2025–2027)—these represent ongoing potential Form 4 issuances due to RSU settlement .
- PSU deliveries: 2022 PSU cycle vested in early 2025 (Adj. EBITDA 90.5%; rTSR discretion 61.5%), creating additional share deliveries and potential liquidity events; monitor Form 4s around late January annually given historical vesting dates (e.g., 1/29) .
- Hedging/pledging: Hedging prohibited; no pledging disclosed; insider selling pressure should be assessed via Form 4 trend data around annual vest dates (not contained in proxy) .
Equity Ownership & Outstanding Awards (snapshots)
| Date | Unvested RSUs (count) | Notable Unearned PSUs (count) |
|---|---|---|
| 12/31/2023 | 37,428 | 12,164 rTSR (2023); 13,217 rTSR/EBITDA-line items per table |
| 12/31/2022 | 20,667 (2022 RSUs); plus older series; see proxy table | 13,433 rTSR (2022); 7,474/others per table |
Employment Terms Summary (CFO-specific targets)
| Item | Value |
|---|---|
| 2024 Base Salary | $1,200,000 |
| 2024 Target Bonus | 125% of base |
| 2024 LTI Target | 300% of base |
| Contract Term | Through 1/1/2027 with auto renewals |
Investment Implications
- Alignment: Strong alignment via multi-year PSUs anchored to rTSR and FCF (from 2025), stock ownership at 4x salary, and clawback policy—mitigates agency risk and links pay to shareholder outcomes .
- Retention and supply: Contract extensions and material time-based RSUs (57,754 Contract Renewal Award) reduce near-term departure risk but create predictable vesting-related share supply in 2025–2027; monitor Form 4 filings for settlement and potential sales around vest dates .
- Discretion risk: The 2022 rTSR PSU discretionary payout (61.5% despite 3rd percentile TSR) signals possible future adjustments—evaluate compensation committee rationale and frequency to gauge pay-for-performance integrity versus market returns .
- Downside/upsides: 2024 operational softness (Adj. EBITDA −5.1%) and stock underperformance affected realizable pay; 2023 deleveraging and 2024 asset sales/terming out debt support balance sheet resilience—track FCF performance as PSUs shift to FCF metric, which may strengthen cash discipline and valuation linkage .
Note: This analysis is based on Caesars’ DEF 14A proxies (2023–2025) and related 8-K disclosures; insider Form 4 transaction data were not included in these documents and should be reviewed separately for trading patterns and selling pressure. Citations: .