David P. Tomick
Caesars EntertainmentAbout David P. Tomick
David P. Tomick, age 73, is Lead Independent Director of Caesars Entertainment, Inc. (CZR) and has served on the Board since July 2020 (previously on Eldorado Resorts’ board since 2014). He chairs the Audit Committee and sits on the Nominating & Corporate Governance Committee; the Board identifies him as an “audit committee financial expert.” His background spans CFO and senior finance roles across telecom, monitoring/security and GPS industries, with extensive capital markets, M&A and governance experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Securus, Inc. | Co‑founder; CFO (GPS/PERS); Chairman | CFO 2008–2010; Chairman 2010–Mar 2015 | Built/oversaw finance; board leadership |
| SpectraSite, Inc. (NYSE) | EVP & Chief Financial Officer | 1997–2004 | Public company finance; towers industry |
| Masada Security | Chief Financial Officer | 1994–1997 | Security monitoring finance lead |
| Falcon Cable TV | Vice President – Finance | 1988–1994 | Debt management, M&A, equity origination, IR |
| The First National Bank of Chicago | Team lead – corporate finance (communications) | Pre‑1988 | Sector-focused financing team leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Casalu, Inc. | Director | Since Oct 2020 | Private company board |
| Gryppers, Inc. | Director | Since Jul 2016 | Private company board |
| Autocam Medical | Director | Since 2008 | Private company board |
| First Choice Packaging | Director | Since 2006 | Private company board |
| Autocam Corporation | Director (prior) | 2008–2014 | Prior board service |
| NuLink Digital | Director (prior) | 2010–2016 | Prior board service |
| TransLoc, Inc. | Director (prior) | 2005–2016 | Prior board service |
Board Governance
- Current roles: Lead Independent Director; Audit Committee Chair; member, Nominating & Corporate Governance Committee .
- Lead Independent Director scope: chairs executive sessions; co‑sets Board agendas; serves as liaison among independent directors, Executive Chair and CEO; available for direct shareholder consultations; leads evaluations of Executive Chair/CEO .
- Independence: Board affirmed independence for all directors except the two executive officers. For Mr. Tomick, the Board specifically considered that he is an investor in a start‑up with CEO Thomas R. Reeg and director Michael E. Pegram and determined it does not impair independence .
- Attendance: Each incumbent director attended 100% of Board and committee meetings during 2024; independent directors met in executive session at all four in‑person regular meetings in 2024 .
- Audit leadership: Identified as an “audit committee financial expert”; signs the Audit Committee Report as Chair .
- Board composition refresh: Average tenure since the 2020 merger is 3.7 years; Board expanded in 2024–2025 with new additions (including two Icahn designees in 2025) .
Fixed Compensation
Director compensation program (2024 levels) and Mr. Tomick’s 2024 pay:
| Component | Program Amount ($) | Mr. Tomick 2024 ($) |
|---|---|---|
| Annual Retainer (non-employee director) | 100,000 | |
| Lead Independent Director Retainer | 50,000 | |
| Audit Committee Chair | 40,000 | |
| Nominating & Corporate Governance Committee service | 10,000 | |
| Other committee retainers (if applicable) | See program | |
| Cash Fees (Total) | — | 200,000 |
| Annual Equity Grant (target program) | 250,000 (RSUs; number based on prior 20‑day avg; vest immediately) | |
| Stock Awards (Grant-Date Fair Value) | — | 243,316 |
| All Other Compensation | — | — (none reported) |
| Total (Cash + Equity + Other) | — | 443,316 |
Notes:
- Equity grants vest immediately on grant date; directors may elect deferral under the Outside Director Deferred Compensation Plan .
- Directors may receive up to $20,000 annually in comped on‑property benefits (food/beverage, hotel, entertainment) at little/no incremental cost to the company; no such amounts were reported for Mr. Tomick in 2024 .
Performance Compensation
| Element | Structure | Metrics/Terms |
|---|---|---|
| Equity grants (directors) | Annual RSUs; fixed value approach | Granted based on prior 20‑day average price; fully vested at grant; settlement in shares unless deferred |
| Performance linkage | None (for directors) | No performance metrics; equity is time-based and immediately vested |
| Deferral | Optional | Cash retainers and equity may be deferred into phantom/deferred units; balances settle in stock |
Other Directorships & Interlocks
- Current outside boards: Casalu, Gryppers, Autocam Medical, First Choice Packaging (all private) .
- Potential interlock/conflict: Investor, with CEO Thomas R. Reeg and director Michael E. Pegram, in a start‑up (not named); Board evaluated and deemed independence unaffected .
Expertise & Qualifications
- Audit and finance: Former public-company CFO; deemed an “audit committee financial expert” .
- Capital markets/M&A and governance: Extensive experience raising capital, structuring transactions, and investor relations .
- Industry breadth: Communications, security monitoring, GPS/PERS .
Equity Ownership
| Holder | Beneficial Ownership | Notes |
|---|---|---|
| David P. Tomick | 84,662 shares; <1% of class | Includes 41,470 deferred RSUs acquirable within 60 days; 30,000 of those deferred RSUs were transferred to a trust for his children; also includes 5,800 shares owned by his wife |
| Shares Outstanding (reference) | 212,145,588 | As of April 1, 2025 (for % context; table shows “<1%”) |
| Director Ownership Guidelines | 5x annual cash-based retainer | As of Dec 31, 2024, each non-employee director met the guidelines |
Policy posture:
- Insider trading and hedging: Prohibits trading on MNPI and hedging/short sales; includes pre‑clearance and trading windows .
Governance Assessment
- Strengths:
- Independent leadership with clear remit as Lead Independent Director; chairs executive sessions and shareholder engagement channel .
- Deep financial oversight via Audit Committee Chair; recognized “financial expert”; 100% meeting attendance in 2024 .
- Pay structure for directors balanced with meaningful equity; ownership guidelines met, supporting alignment with shareholders .
- Watch items:
- Personal investment overlap with CEO and another director (start‑up) introduces a potential perception of entanglement; the Board has reviewed and affirmed independence, but investors should monitor for any related‑party implications or future transactions touching that venture .
- Director equity vests immediately at grant (no performance conditions), which reduces pay-for-performance linkage for directors; however, equity plus stock ownership guidelines provide some alignment .
- Broader governance context:
- Say‑on‑pay received ~82% support at 2024 annual meeting, indicating general shareholder acceptance of compensation programs; committee reduced metric overlap and shifted toward FCF in 2025 PSUs for executives (not directors) .
Appendix: Board & Committee Snapshot (CZR)
| Committee | 2024 Meetings | Members (as of Proxy) | Chair |
|---|---|---|---|
| Audit | 4 | Biumi; Kim Harris Jones; Mather; Tomick | David P. Tomick |
| Compensation | 4 | Kornstein; Mather; Pegram | Don R. Kornstein |
| Corporate Social Responsibility | 4 | Jones Blackhurst; Kim Harris Jones; Kornstein | Jan Jones Blackhurst |
| Nominating & Corporate Governance | 5 | Biumi; Jones Blackhurst; Fahrenkopf; Kornstein; Tomick | Frank J. Fahrenkopf |
All directors (excluding executives) were determined independent; committees were fully independent during 2024 .