Frank J. Fahrenkopf
Caesars EntertainmentAbout Frank J. Fahrenkopf
Frank J. Fahrenkopf, age 85, is an independent director of Caesars Entertainment, Inc. (CZR) and has served since July 2020 (previously on Eldorado Resorts, Inc. since September 2014). He chairs the Nominating and Corporate Governance Committee and serves on Caesars’ gaming Compliance Committee. His core credentials include deep gaming regulatory and legal expertise as former President & CEO of the American Gaming Association (1995–2013) and prior partnership at Hogan & Hartson, with extensive public company board experience across multiple NYSE-listed closed-end funds .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Gaming Association | President & CEO | 1995–2013 | Led national advocacy; positioned AGA on regulatory, political, educational issues affecting casino industry |
| Republican National Committee | Chairman | 1983–1989 | National party leadership; founder of Commission on Presidential Debates and International Republican Institute |
| Hogan & Hartson | Partner | Pre-1995 | Represented clients before Nevada gaming regulatory authorities |
| First Republic Bank | Director | 1985–2023 | Long-tenured public company directorship |
| ABA Committee on Gaming Law | First Chairman | N/A | Foundational role in gaming law standards |
| International Association of Gaming Attorneys | Founding Trustee & President | N/A | Global legal leadership in gaming |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Commission on Presidential Debates | Co-Chairman; Founder | Current | Oversees U.S. presidential debates |
| International Republican Institute | Board Member; Founder | Current | Governance and democracy advocacy |
| National Endowment for Democracy | Vice Chairman; Board Member | 1983–1992 | Democracy promotion |
| Gabelli Equity Trust (GAB) | Director | Current | NYSE-listed investment company |
| Gabelli Utility Trust (GUT) | Director | Current | NYSE-listed investment company |
| Gabelli Global Multimedia Trust (GGT) | Director | Current | NYSE-listed investment company |
| Gabelli Dividend & Income Trust (GDV) | Director | Current | NYSE-listed investment company |
| Gabelli Gold & Natural Resources & Income Trust (GGN) | Director | Current | NYSE-listed investment company |
| Gabelli Small & Midcap Value Fund (GGZ) | Director | Current | NYSE-listed investment company |
| Bancroft Fund (BCV) | Director | Current | NYSE-listed investment company |
| Ellsworth Growth & Income Trust (ECF) | Director | Current | NYSE-listed investment company |
| Additional Gabelli Innovations Trust entities (4 more) | Director | Current | NYSE-listed investment companies |
Board Governance
- Independence: The Board has affirmatively determined Mr. Fahrenkopf is independent under Nasdaq listing standards .
- Committee assignments:
- Nominating & Corporate Governance Committee – Chair; 5 meetings in 2024 .
- Gaming Compliance Committee – Member; 4 meetings in 2024; independent directors Fahrenkopf and Pegram plus non-directors; annual retainer for service $10,000 .
- Attendance: Each incumbent director attended 100% of Board and applicable committee meetings in 2024 .
- Executive sessions: Independent directors met in executive sessions during all four regularly scheduled in-person Board meetings in 2024 .
Fixed Compensation
| Component (2024 Program) | Annual Amount ($) |
|---|---|
| Annual Director Retainer | 100,000 |
| Lead Independent Director (not applicable to Fahrenkopf) | 50,000 |
| Vice Chair (not applicable to Fahrenkopf) | 100,000 |
| Committee Service – Audit | 20,000 |
| Committee Service – Compensation | 15,000 |
| Committee Service – Corporate Social Responsibility | 15,000 |
| Committee Service – Nominating & Corporate Governance | 10,000 |
| Committee Chair – Nominating & Corporate Governance | 20,000 |
| Compliance Committee Service (Caesars gaming compliance) | 10,000 |
| Frank J. Fahrenkopf – 2024 Realized Cash Fees | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 130,000 |
Perquisites policy: Directors may receive comped hospitality benefits up to $20,000/year at little/no incremental cost; All Other Compensation for Fahrenkopf in 2024 shows none .
Performance Compensation
| Equity Feature | Details |
|---|---|
| Annual Director Equity Grant (RSUs) | $250,000 grant; number of RSUs based on prior 20-day average price; RSUs vest immediately on grant; settlement in common stock unless deferred |
| 2024 Reported Stock Award Value – Fahrenkopf | $243,316 grant-date fair value (fully vested RSUs) |
| Deferral | Outside Director Deferred Compensation Plan allows deferral of board compensation and equity grants |
| Hedging | Prohibited under Securities Trading Policy |
| Ownership Guidelines | Non-employee directors required to hold shares equal to 5x annual cash retainer; as of 12/31/2024 all non-employee directors met guidelines |
Other Directorships & Interlocks
| Company | Role | Potential Interlock Consideration |
|---|---|---|
| Gabelli-linked NYSE funds (GAB, GUT, GGT, GDV, GGN, GGZ, BCV, ECF, plus four more) | Director | Multiple fund boards; no Caesars-related transactions disclosed involving these entities |
| First Republic Bank | Former Director | Tenure 1985–2023; no current interlock with Caesars |
Expertise & Qualifications
- Gaming regulatory and legal expertise from leading AGA, ABA gaming law committee, and counsel before Nevada regulators .
- Public policy leadership: co-founded Commission on Presidential Debates; founded International Republican Institute; roles at National Endowment for Democracy .
- Extensive public company board experience across multiple NYSE-listed investment companies .
Equity Ownership
| Holder | Shares Beneficially Owned | Notes |
|---|---|---|
| Frank J. Fahrenkopf | 56,917 | Includes 49,015 deferred RSUs acquirable within 60 days; ownership is less than 1% of class |
Pledging/Hedging: No pledging disclosed for Fahrenkopf; hedging of company securities is prohibited by policy .
Governance Assessment
- Strengths: Independent chair of Nominating & Corporate Governance; perfect 2024 attendance; involvement on Compliance Committee; compliance with robust director ownership guidelines; equity grants delivered in stock (alignment); hedging prohibited .
- Compensation mix: Balanced with fixed cash fees and fully-vested RSUs; 2024 cash fees of $130,000 and stock award of $243,316 indicate standard program participation; ability to defer enhances long-term alignment .
- Conflicts/related-party: No related-party transactions disclosed involving Fahrenkopf; Compliance Committee structure and related-party transaction policy provide safeguards; disclosed leases and family compensation pertain to other directors/executives (e.g., Carano, Pegram), not Fahrenkopf .
- Signal checks: Board independence affirmed; say-on-pay support ~82% in 2024 suggests broader investor acceptance of governance/compensation framework; committee leadership and regulatory expertise support Board effectiveness in highly regulated gaming operations .
Board and Committee Activity Snapshot
| Committee | Role | 2024 Meetings |
|---|---|---|
| Nominating & Corporate Governance | Chair | 5 |
| Compliance (Gaming) | Member | 4 |
Director Compensation Summary (2024)
| Component | Amount ($) |
|---|---|
| Cash Fees (Fahrenkopf) | 130,000 |
| Stock Awards (Grant-Date Fair Value) | 243,316 |
| All Other Compensation | — |
| Total | 373,316 |
Attendance & Executive Sessions
| Metric | 2024 Outcome |
|---|---|
| Board meeting attendance | 100% for each incumbent director |
| Independent director executive sessions | Held at all four regularly scheduled in-person Board meetings |
Independence Status
| Director | Independence |
|---|---|
| Frank J. Fahrenkopf | Independent (Nasdaq standards) |