Don R. Kornstein
Caesars EntertainmentAbout Don R. Kornstein
Age 73; Vice Chairman of the Board at Caesars Entertainment (CZR); independent director since July 2020. Founder and Managing Member of Alpine Advisors LLC (strategic/M&A advisory), former CEO/President/Director of NYSE-listed Jackpot Enterprises, and Senior Managing Director at Bear Stearns. Served as Chairman of Caesars Entertainment U.K., Ltd. (Nov 2020–Jul 2021), and has extensive gaming, restructuring, and board experience across U.S. and U.K. companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caesars Entertainment U.K., Ltd. | Chairman | Nov 2020–Jul 2021 | Oversaw subsidiary until sale |
| Caesars Entertainment Corporation | Director | Oct 2017–Jul 2020 | Chaired Transaction Committee and Strategy & Finance Committee |
| Caesars Acquisition Company | Director | Jan 2014–Merger with CEC | Board oversight through merger |
| Gala Coral Group (U.K.) | Non‑Executive Director | Jun 2010–Nov 2016 | U.K. gaming industry governance |
| Affinity Gaming, Inc. | Chairman | Mar 2010–Jan 2014 | Board leadership in regional gaming |
| Bally Total Fitness Corporation | Chief Restructuring Officer & Chairman | Not disclosed | Turnaround/restructuring leadership |
| Shuffle Master, Cash Systems, Circuit City, Varsity Brands | Director | Not disclosed | Public company board experience |
| Bear, Stearns & Co. Inc. | Senior Managing Director | Not disclosed | Investment banking leadership |
| Jackpot Enterprises, Inc. | CEO, President, Director | Not disclosed | Led NYSE-listed gaming company |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Invited, Inc. | Director | May 2024 | Largest owner/operator of private clubs (golf, country, city) |
Board Governance
- Vice Chairman duties: reviews/approves agendas; oversees quality/timeliness of board information; provides strategic, transaction structuring, governance, regulatory, tax, stakeholder, and crisis oversight; adds independent leadership layer alongside Lead Independent Director .
- Committee assignments: Compensation Committee (Chair); Corporate Social Responsibility Committee (Member); Nominating & Corporate Governance Committee (Member) .
- Independence: Board affirms all current directors except executive officers (Carano, Reeg) are independent; Kornstein is independent (and served on fully independent committees) .
- Attendance/Engagement: 100% board and committee meeting attendance in 2024; independent directors met in executive session at each of the four in‑person board meetings in 2024 .
- Committee activity (2024): Compensation Committee met 4 times + 1 action by written consent; CSR Committee met 4 times; Nominating & Corporate Governance met 5 times .
- Say-on-Pay support: 2025 advisory support 66.5% (FOR 116,985,947; AGAINST 58,820,820); 2024 support 81.6% (FOR 151,292,289; AGAINST 34,069,912) — lower support in 2025 indicates investor concern on pay practices .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Director Cash Fees (actual) | $251,250 | Paid in cash for board/committee service |
| Per‑director program schedule | See elements | Annual retainer $100,000; Vice Chair retainer $100,000; Lead Independent Director $50,000; Committee service: Audit $20,000; Compensation $15,000; CSR $15,000; Nominating & Corporate Governance $10,000; Chairs: Audit $40,000; Compensation $30,000; CSR $30,000; Nominating & Corporate Governance $20,000 |
| All Other Compensation (2024) | $7,469 | Health coverage assumed in merger (medical/dental/vision) |
| Meeting fees | Not disclosed | No per‑meeting fees disclosed |
Directors also receive hospitality perquisites (food/beverage/hotel/entertainment) up to $20,000 per year at nominal/no incremental cost to the company, to experience properties; expense reimbursements provided .
Performance Compensation
| Component | Amount | Structure |
|---|---|---|
| 2024 Stock Awards (actual) | $243,316 | Annual RSU grant; fully vested at grant; fair value based on closing price on grant date; RSUs settled in shares unless deferred |
| Annual equity grant program | $250,000 | Number of RSUs based on prior 20‑day average stock price; immediate vesting at grant |
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Exposure |
|---|---|---|
| Invited, Inc. | Director | Private club operator; not a CZR competitor; no disclosed related‑party transactions with CZR |
| Historical gaming boards (Gala Coral, Affinity Gaming) | Former director/chair | Prior sector expertise; no current CZR related‑party transactions disclosed |
Expertise & Qualifications
- Strategy/finance/M&A; capital raising; restructuring; public company governance; gaming industry experience; former CEO/president; investment banking background; experience chairing transaction/strategy committees .
- Committee leadership (Compensation Chair) with oversight of pay design, clawbacks, risk review, delegation authority for non‑NEO grants .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned | 62,755 | As of record date; includes 6,500 via children’s trust |
| Shares outstanding (reference) | 212,145,588 | As of April 1, 2025 |
| Ownership % of outstanding | ~0.03% | 62,755 ÷ 212,145,588 = ~0.0296% (computed from disclosed figures) |
| Vested vs. unvested | No unvested director awards | Non‑employee director RSUs vest at grant; none held unvested at 12/31/2024 |
| Deferred units | Not disclosed for Kornstein | Deferred units listed for other directors; no deferred units disclosed for Kornstein |
| Pledging/Hedging | No pledging disclosed; hedging prohibited | Hedging company securities prohibited by policy; pledging footnotes identify other insiders, not Kornstein |
| Ownership guidelines | Met | Non‑employee directors must hold ≥5x annual cash retainer; all had met by 12/31/2024 |
Compensation Committee Analysis
- Independent consultant: Aon engaged; total fees ~$150,000 for executive pay study (0.001% of Aon revenue); separate company engagements for insurance/healthcare/captive ~$4.7 million (0.03% of Aon revenue). Committee annually assessed independence and found no conflicts .
- Committee scope: designs/approves executive pay; monitors clawback compliance; reviews risk in compensation programs; delegated non‑NEO grant authority to CEO up to $10 million FMV .
- Interlocks/related parties: Compensation Committee members (Kornstein, Mather, Pegram) were not officers/employees; no material related‑party interests in 2024 except Pegram’s leased property arrangements reviewed elsewhere .
Related Party Transactions & Policies
- Audit Committee approval required for related‑party transactions >$120,000; conflicts filtered via Code of Ethics/Conflicts Policy; interested directors recused from votes .
- 2024 leases: disclosed arrangements involve entities linked to Gary L. Carano and Michael E. Pegram (e.g., Tamarack Casino, Carson Valley properties); no related‑party transactions disclosed involving Kornstein .
- Perquisites: Health insurance coverage for Kornstein (assumed in merger), disclosed in director compensation .
Governance Assessment
- Strengths: Independent Vice Chair with explicit agenda/information oversight; Compensation Chair with robust processes (clawbacks, stock ownership, anti‑hedging); full attendance; committee independence; director ownership guideline compliance; structured and transparent director pay program .
- Watch items / RED FLAGS:
- Discretionary PSU payout: 2022 rTSR ranked 3rd percentile (below threshold), yet committee certified rTSR PSU at 61.5% citing strategic actions; may raise pay‑for‑performance alignment questions for some investors .
- Say‑on‑Pay support decline: 2025 approval fell to 66.5% from 81.6% in 2024, signaling rising investor scrutiny of compensation decisions; as Compensation Chair, Kornstein will be central to addressing feedback .
- Health insurance perquisite: modest ($7,469) but notable as a director benefit; ensure continued transparency and alignment .
- No hedging and no pledging disclosed for Kornstein; audit‑driven related‑party review processes in place; independent committee structure maintained .
Director Compensation (Detail – 2024)
| Category | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $251,250 | Actual cash paid for director/committee service |
| Stock awards | $243,316 | Annual RSU grant; fully vested on grant; valued at grant-date closing price |
| All other compensation | $7,469 | Health insurance coverage (assumed at merger) |
| Total | $502,035 | Sum of above |
| Program elements (reference) | See schedule | Annual retainer $100k; Vice Chair $100k; Committee service/chair fees per schedule; equity grant $250k (RSUs based on 20‑day avg; vest at grant) |
Equity Ownership (Detail)
| Holder | Shares | % of Class | Footnotes |
|---|---|---|---|
| Don R. Kornstein | 62,755 | ~0.03% | Includes 6,500 shares via children’s trust; % computed from disclosed shares outstanding 212,145,588 |
Say‑on‑Pay & Shareholder Feedback
| Year | Votes For | Votes Against | Abstentions | Result |
|---|---|---|---|---|
| 2025 | 116,985,947 (66.5%) | 58,820,820 (33.5%) | 295,445 | Approved (lower support) |
| 2024 | 151,292,289 (81.6%) | 34,069,912 (18.4%) | 2,992,999 | Approved |
Policies and Safeguards
- Clawback: Policy for recovery of erroneously awarded incentive compensation in the event of restatement (independent of misconduct) .
- Insider trading/hedging: Pre‑clearance required; hedging and short sales prohibited; option trading prohibited; trading windows enforced .
- Stock ownership guidelines: Non‑employee directors ≥5x cash retainer; compliance achieved as of 12/31/2024 .
Executive Sessions & Board Processes
- Independent directors met in executive session at each of four in‑person board meetings in 2024; board held one off‑cycle meeting and acted by unanimous written consent five times; each director had 100% attendance for the period served .
Summary Implications
- As Vice Chair and Compensation Chair, Kornstein is pivotal in addressing investor pay‑for‑performance concerns (discretionary rTSR vesting; lower say‑on‑pay support), while maintaining strong board process (attendance, independence, ownership alignment). Continued transparent engagement and potential refinements to performance metrics and discretion thresholds may improve investor confidence .