Edmund L. Quatmann, Jr.
Caesars EntertainmentAbout Edmund L. Quatmann, Jr.
Edmund L. Quatmann, Jr., 54, is Executive Vice President, Chief Legal Officer and Secretary of Caesars Entertainment (CZR), a role he has held since May 2017; he previously served as Chief Legal Officer and Secretary of Isle of Capri Casinos, Inc. (2008–2017). He holds a B.S. from Purdue University and a J.D. from St. Louis University School of Law . Company 2024 performance framing executive pay: net revenues were $11.2B vs. $11.5B in 2023, with consolidated Adjusted EBITDA down 5.1% YoY; Digital segment metrics improved, and the company refinanced ~$4.4B of debt and executed asset sales, contextualizing 2024 incentive outcomes . Compensation is tied to pay-for-performance: 2024 annual bonus was based on Adjusted EBITDA, and LTI mix was 50% RSUs/50% PSUs with PSUs 80% rTSR vs. S&P 500 and 20% three‑year Adjusted EBITDA; 2022 PSU cycle paid 71.7% of target (EBITDA component at 90.5%) . Shareholders supported the program with ~82% Say‑on‑Pay approval in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Isle of Capri Casinos, Inc. | Chief Legal Officer & Secretary | 2008–2017 | Led legal function through merger with Caesars; sustained public company governance and regulatory compliance . |
External Roles
- No public-company directorships or external board roles disclosed for Mr. Quatmann in the proxy .
Fixed Compensation
| Year | Base Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive Plan ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 800,000 | — | 4,395,346 | 492,000 | 66,702 | 5,754,048 |
| 2023 | 775,000 | — | 2,094,492 | 796,700 | 110,003 | 3,776,195 |
| 2022 | 775,000 | 131,750 | 1,539,047 | 852,500 | 60,951 | 3,359,248 |
- 2024 base salary as of 12/31/2024: $800,000 (up from $775,000 in 2023; +3.2%) .
Performance Compensation
Annual Incentive (Short-Term Incentive, 2024)
| Metric | Threshold | Target | Maximum | Actual 2024 | Payout vs Target |
|---|---|---|---|---|---|
| Consolidated Adjusted EBITDA | 90% of target; $3,645,000k | 100% of target; $4,050,000k | 115% of target; $4,657,500k | 92.3% of target; $3,739,000k | 61.5% |
| Item | Value |
|---|---|
| 2024 Target Bonus (% of salary) | 100% |
| 2024 Actual Bonus ($) | 492,000 (61.5% of target) |
- STI structure is single financial metric (Adjusted EBITDA) with a 50%–200% payout band; 2024 achievement at 92.3% of target yielded 61.5% payout .
Long-Term Incentives (LTI)
2024 Design and Target
- LTI mix: 50% RSUs / 50% PSUs (by value); PSUs: 80% rTSR vs S&P 500, 20% 3-year Adjusted EBITDA .
- 2024 LTI target opportunity: 250% of base salary (split evenly between RSUs and PSUs) .
| Element | 2024 Detail |
|---|---|
| LTI Target as % of Salary | 250% |
| RSU Target Grant Value | $1,000,000 |
| PSU Target Grant Value | $1,000,000 |
| rTSR Payout Slope | 35th pct = 50%; 50th = 100%; 75th = 200%; capped at 100% if 3-yr TSR negative |
2024 Grants (Grant Date: Jan 26, 2024)
| Award Type | Shares/Units | Grant-Date Fair Value ($) |
|---|---|---|
| Time-based RSUs (annual) | 21,877 | 973,308 |
| Contract Renewal RSUs (time-based) | 49,505 | 2,202,477 |
| PSUs – Adjusted EBITDA (target) | 4,375 | 194,644 |
| PSUs – rTSR (target) | 17,502 | 1,024,917 |
Vesting and PSU Outcomes
- Contract Renewal RSUs vest one‑third on each of the first three anniversaries of January 1, 2024 (service-based) .
- 2022 PSU cycle overall paid 71.7% of target; EBITDA PSU paid 90.5% based on 2022–2024 actuals (2024 target $4,050m; 2023 $3,954m; 2022 $3,893m) .
- 2024 stock vested: 14,668 shares for Mr. Quatmann; value realized $653,050 .
Forward-looking LTI Changes (2025 Awards)
- Beginning 2025, PSUs no longer include Adjusted EBITDA; PSUs are 60% three‑year free cash flow and 40% three‑year rTSR (payout 0%–160% for FCF, with 90%/100%/120% thresholds) .
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
| Item | Value |
|---|---|
| Shares Beneficially Owned (Apr 1, 2025) | 75,520; <1% of outstanding (212,145,588 shares) |
| Executive Ownership Guideline | Other Executive Officers: 2x base salary |
| Compliance Status (as of 12/31/2024) | Each NEO met guidelines |
| Hedging/Short Sales/Options Policy | Hedging prohibited; no short sales; no exchange‑traded options; pre‑clearance required |
| Pledging | No pledge disclosed for Mr. Quatmann; pledges disclosed for others (e.g., Anthony L. Carano: 72,800 shares) |
Selected Outstanding Equity Awards at 12/31/2024 (Unvested/Unearned)
| Award (Grant/Type) | Units | Market/Payout Value ($) |
|---|---|---|
| PSUs (1/28/2022; rTSR tranche, threshold basis) | 3,018 | 100,862 |
| PSUs (1/28/2022; EBITDA, at 90.5% of target) | 2,940 | 98,255 |
| RSUs (1/28/2022; remaining time-based) | 3,095 | 103,435 |
| PSUs (2023 grants; tranche A) | 5,465 | 182,640 |
| PSUs (2023 grants; tranche B) | 5,179 | 173,082 |
| RSUs (2023 time-based) | 11,210 | 374,638 |
| PSUs (2024 rTSR) | 8,751 | 292,458 |
| PSUs (2024 EBITDA) | 3,806 | 127,197 |
| RSUs (2024 time-based, annual) | 21,877 | 731,129 |
| RSUs (2024 Contract Renewal) | 49,505 | 1,654,457 |
- No stock options outstanding or exercised by NEOs in 2024; equity is RSU/PSU-based .
- Deferred compensation balance for Mr. Quatmann at 12/31/2024: $1,889,942; 2024 contributions $282,185; 2024 earnings $130,989 .
Employment Terms
Key Agreement Terms (Amended effective Jan 1, 2024)
- Term through Jan 1, 2027 with automatic one‑year renewals; CIC extends term by an additional two years from CIC date .
- Severance (other than CEO): 1.0x (salary + target bonus) for termination without cause/for good reason; 2.0x if within two years after CIC; pro‑rated bonus (actual) or target after CIC; 12 months health benefits (18 months after CIC); outplacement up to $10k .
- Restrictive covenants: 12‑month post‑termination non‑compete and non‑solicit; perpetual confidentiality .
- Double-trigger change-in-control features are embedded in program design .
Potential Payments if Triggered on 12/31/2024 (Illustrative, per proxy methodology)
| Scenario | Cash Severance ($) | Other Benefits ($) | RSUs/PSUs ($) |
|---|---|---|---|
| Involuntary termination without cause or for good reason | 2,092,000 | 31,291 | 1,542,901 |
| Death | 800,000 | — | 3,682,282 |
| Disability | 800,000 | 21,291 | 3,682,282 |
| Change in Control (no termination) | — | — | 4,336,446 |
| Termination without cause/for good reason following a CIC | 4,000,000 | 31,937 | 4,336,446 |
Compensation Structure Analysis
- Cash/equity mix: Significant tilt to equity via RSUs/PSUs; 2024 LTI target increased to 250% of salary for Mr. Quatmann (from 200% in 2023), enhancing long-term alignment but also increasing unvested equity overhang .
- Metric design evolution: 2024 PSUs are 80% rTSR/20% EBITDA; 2025 PSUs pivot to 60% FCF/40% rTSR, reducing overlap with EBITDA-driven STI and sharpening focus on cash generation/deleveraging .
- STI rigor/outcome: 2024 EBITDA at 92.3% of target paid 61.5% of target bonus, demonstrating downside sensitivity to underperformance .
- Governance features: Double-trigger CIC, clawback policy, robust ownership guidelines; no excise tax gross‑ups or option repricings .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval ~82%; the company responded to prior feedback by reducing metric overlap (removing EBITDA from 2025 PSUs, adding FCF) .
Expertise & Qualifications
- Legal/regulatory leader with ~17 years as public-company CLO across gaming (Isle of Capri 2008–2017; Caesars since 2017); B.S. Purdue; J.D. St. Louis University; responsibilities include legal, governance and secretary functions .
Work History & Career Trajectory
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Caesars Entertainment | EVP, Chief Legal Officer & Secretary | 2017–Present | Executive officer; secretary; integral to compensation, risk and governance processes . |
| Isle of Capri Casinos, Inc. | Chief Legal Officer & Secretary | 2008–2017 | Led legal through to merger with Caesars . |
Equity Ownership & Alignment Details
- Meets 2x salary ownership guideline; all NEOs in compliance as of 12/31/2024 .
- Anti‑hedging/short sale policy in effect; no pledging disclosed for Mr. Quatmann (pledging by others noted separately) .
- 2024 vesting delivered 14,668 shares ($653,050 value), indicating scheduled equity flow but no Form 4 sale data in proxy; NEOs exercised no options in 2024 .
Investment Implications
- Alignment: High equity component (RSUs/PSUs), ownership guideline compliance, and anti‑hedging/anti‑pledging posture support alignment with shareholders; absence of options reduces leverage risk .
- Retention risk and vesting overhang: Multi‑year Contract Renewal RSUs (49,505 units) vest ratably through 2027, plus sizeable 2023–2024 RSUs/PSUs, provide retention hooks but can create periodic supply from tax withholdings/settlements; no pledging by Mr. Quatmann mitigates forced‑sale risk .
- Pay-for-performance integrity: 2024 STI paid 61.5% amid EBITDA under‑target; 2022–2024 PSU outcome at 71.7% underscores symmetric outcomes; 2025 PSU shift to FCF could tighten cash discipline and deleveraging focus—key for equity value given balance sheet priorities .
- Change‑in‑control economics: Double-trigger; 2.0x cash (non‑CEO) and equity acceleration present manageable parachute levels (no excise tax gross‑ups), limiting shareholder dilution risk while ensuring continuity .