Courtney R. Mather
Caesars EntertainmentAbout Courtney R. Mather
Courtney R. Mather (age 48) is an independent director of Caesars Entertainment, Inc. (CZR) since July 2020; he serves on the Audit and Compensation Committees and is designated an “audit committee financial expert.” He is CEO/CIO of Vision One (since Jan 2022), previously Portfolio Manager/Managing Director at Icahn Capital LP (2014–2020), and held senior roles at Goldman Sachs (1998–2012). He holds CAIA, CFA, and FRM credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vision One | CEO & CIO | Jan 2022–present | Investment leadership |
| Icahn Capital LP | Portfolio Manager/Managing Director | Apr 2014–Mar 2020 | Strategic investing |
| Goldman Sachs & Co. | Managing Director, Private Credit Trading & Investing | 1998–2012 | Credit investing/markets |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Triumph Group (NYSE:TGI) | Director | Jul 2023–present | Audit Committee |
| The Chemours Company (NYSE:CC) | Director | Apr 2025–present | Audit; Nominating & Corporate Governance |
| Newell Brands, Inc. | Director | Mar 2018–May 2024 | — |
| Cheniere Energy Inc. | Director | May 2018–Feb 2021 | — |
| Conduent Inc. | Director | Dec 2016–Feb 2021 | — |
| Herc Holdings Inc. | Director | Jun 2016–Aug 2019 | — |
| Ferrous Resources Limited | Director | Jun 2015–Jul 2019 | — |
| Freeport-McMoRan Inc. | Director | Oct 2015–Mar 2019 | — |
| Federal-Mogul Holdings Corp. | Director | May 2015–Jan 2017 | — |
| Viskase Companies Inc. | Director | Jun 2015–Mar 2016 | — |
| American Railcar Industries Inc. | Director | Jul 2014–Mar 2016 | — |
| CVR Refining LP | Director | May 2014–Mar 2016 | — |
| CVR Energy Inc. | Director | May 2014–Mar 2016 | — |
Board Governance
- Committees: Audit; Compensation .
- Audit Committee “financial expert”: Yes (Mather qualifies) .
- Independence: Board determined Mather is independent; 10 of 12 directors are independent .
- Attendance: Each incumbent director attended 100% of Board and committee meetings in 2024; Audit Committee met 4 times; Compensation Committee met 4 times .
- Compensation Committee interlocks: Members in 2024 were Kornstein (Chair), Mather, Pegram; no related-party transaction interest for Mather disclosed .
Fixed Compensation
| Component | 2024 Program Amount ($) |
|---|---|
| Annual Retainer (non-employee director) | 100,000 |
| Vice Chair Retainer | 100,000 |
| Lead Independent Director | 50,000 |
| Audit Committee service | 20,000 |
| Compensation Committee service | 15,000 |
| Corporate Social Responsibility Committee service | 15,000 |
| Nominating & Corporate Governance Committee service | 10,000 |
| Audit Committee Chair | 40,000 |
| Compensation Committee Chair | 30,000 |
| CSR Committee Chair | 30,000 |
| Nominating & Corporate Governance Chair | 20,000 |
| Annual equity grant (RSUs) | 250,000 |
| Courtney R. Mather – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees earned or paid in cash | 146,250 |
| Stock awards (RSUs; fully vested at grant) | 243,316 |
| All other compensation | — |
| Total | 389,566 |
- Deferrals: Mather elected to defer his cash retainer into deferred phantom stock units and deferred his 2024 annual equity grant under the Outside Director Deferred Compensation Plan .
Performance Compensation
| Element | Structure | Metrics | Vesting |
|---|---|---|---|
| Annual director equity grant | RSUs | None (no performance conditions) | Fully vested at grant; RSUs settled in stock unless deferred |
Non-employee director compensation at CZR is not performance-based; equity grants vest immediately, and directors may elect deferral .
Other Directorships & Interlocks
- Current boards in unrelated industries (aerospace; chemicals) reduce operating conflicts with CZR’s gaming/hospitality business .
- Prior board service includes multiple Icahn-affiliated companies (e.g., CVR Energy, CVR Refining, American Railcar, Viskase; Federal-Mogul), and prior employment at Icahn Capital LP; the Board added two Icahn designees in Mar 2025 via a Director Appointment and Nomination Agreement with standstill, voting, and confidentiality provisions .
- Independence reaffirmed; Icahn designees were appointed as independent directors; Mather is not party to the Icahn Agreement .
Expertise & Qualifications
- Deep finance/investing background (Vision One; Icahn Capital; Goldman Sachs) .
- Professional credentials: CAIA, CFA, FRM .
- Designated audit committee financial expert; supports oversight of financial reporting, controls, and risk .
Equity Ownership
| Item (as of record date Apr 14, 2025) | Amount |
|---|---|
| Shares of common stock beneficially owned (#) | 61,966 |
| Percent of class | <1% (asterisk indicates less than 1%) |
| Deferred phantom stock units (acquirable within 60 days) | 23,129 |
| Deferred RSUs (acquirable within 60 days) | 23,530 |
| Shares pledged as collateral | None disclosed for Mather |
| Director stock ownership guideline | 5x annual cash retainer; 5-year compliance window |
| Guideline compliance (non-employee directors) | Each met guidelines as of Dec 31, 2024 |
| Hedging policy | Prohibits hedging and certain derivative transactions in company securities |
Insider trades and filings
| Year | Filing | Note |
|---|---|---|
| 2024 | Form 4 | One transaction was reported late due to administrative error; company believes filing persons complied otherwise |
Governance Assessment
- Strengths: Independent status; dual committee roles (Audit and Compensation); “financial expert” designation; 100% meeting attendance; deferral of cash and equity aligns with long-term ownership; compliance with ownership guidelines supports alignment .
- Compensation mix: 2024 director pay ~37% cash ($146k) and ~63% equity ($243k); equity is fully vested but may be deferred, facilitating ownership accumulation .
- Committee effectiveness: Compensation Committee uses independent consultant (Aon), conducts annual market studies; audits for conflicts; maintains clawback; addresses risk of excessive incentives; Audit Committee meets regularly and oversees controls, auditor independence, and compliance .
- Potential red flags: One late Form 4 (administrative error); prior Icahn affiliations plus current Icahn board designees increase activism influence on the Board, though formal standstill and independence determinations are in place; no related-party transactions disclosed for Mather .
- Shareholder context: 82% say-on-pay support in 2024; Board maintains majority voting and resignation policy for failed elections; robust governance framework, executive sessions at each regular in-person meeting .
Overall, Mather’s finance/risk credentials, committee service, attendance, and deferral choices indicate strong governance alignment. Monitoring is warranted on Board dynamics given Icahn Agreement and activism exposure; however, independence status and lack of related-party ties for Mather mitigate conflict risk .