Gary L. Carano
Caesars EntertainmentAbout Gary L. Carano
Gary L. Carano, age 73, is Executive Chairman of Caesars Entertainment’s Board and has served as a director since July 2020 (previously Executive Chairman and CEO of Eldorado Resorts, Inc. prior to the 2020 merger) . He provides Board leadership and agenda-setting, acting as a bridge between the Board and management, while the CEO and COO manage operations; the Board also maintains a Lead Independent Director and an independent Vice Chair to strengthen oversight . Company performance metrics used to drive executive pay include Consolidated Adjusted EBITDA and relative TSR; in 2024, Adjusted EBITDA was $3,739 million (92.3% of target), resulting in 61.5% of target annual bonus payouts for NEOs, and the 2022 PSU grant paid out at 71.7% on combined three-year metrics . Shareholders approved say‑on‑pay at approximately 82% in 2024, and the program changed in 2025 to emphasize free cash flow-based PSUs alongside rTSR, responding to overlap concerns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Eldorado Resorts, Inc. (ERI) | Executive Chairman | Dec 2018–Jul 2020 | Led pre-merger governance and integration planning ahead of combining with Caesars . |
| ERI | Chief Executive Officer & Chairman | Sep 2014–Dec 2018 | Oversaw growth and M&A that positioned ERI for the transformational merger with Caesars . |
| Eldorado Resorts LLC / Eldorado HoldCo LLC | President & COO | 2004–Sep 2014 (LLC); 2009–Sep 2014 (HoldCo) | Ran operations and corporate functions across ERI’s portfolio . |
| Silver Legacy Resort Casino | General Manager & CEO | 1995–Sep 2014 | Led operations at a flagship Reno property, building hospitality and gaming expertise . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Recreational Enterprises, Inc. (REI) | President & Board Member | Ongoing | Holds a 10.1% personal interest in REI; REI owns 8,604,325 CZR shares (Carano disclaims beneficial ownership due to lack of voting/dispositive power) . |
| G PEG I, LLC (Reno/Carson City casinos) | Partial owner (via REI affiliations) | Ongoing | Provides local market exposure and creates related party considerations around leased sportsbook spaces . |
| Various Nevada charitable boards | Board service | Ongoing | Community engagement and regional influence . |
Fixed Compensation
Note: Gary L. Carano is not listed among the NEOs; detailed base salary and bonus targets are not disclosed in the Summary Compensation Table. The company reports his compensation in the “Compensation Paid to Family Members” section due to familial relationships.
| Period (as disclosed) | Cash & Other Compensation ($) | 2024 RSUs ($) | 2025 RSUs ($) |
|---|---|---|---|
| Jan 1, 2024–Apr 1, 2025 | 1,560,221 | 822,289 | 861,463 |
| Jan 1, 2023–Apr 1, 2024 | 1,947,885 | 1,013,360 | 822,289 |
Key notes:
- Aircraft personal use was de minimis in 2024 ($1,610 incremental cost) .
- Employee directors (Carano, Reeg) do not receive director fees/RSU grants provided to non-employee directors .
Performance Compensation
Carano’s specific annual incentive and PSU targets/weightings are not disclosed. Company-level executive incentive design (applies to NEOs; indicative of governance rigor):
| Metric | Weighting | Threshold | Target | Maximum | Actual (2024) | Payout (% of Target) | Vesting/Timing |
|---|---|---|---|---|---|---|---|
| Consolidated Adjusted EBITDA (STI) | 100% (annual bonus) | 90% = $3,645m → 50% payout | 100% = $4,050m → 100% payout | 115% = $4,657.5m → 200% payout | 92.3% = $3,739m | 61.5% (NEO actual) | Annual cash bonus based on year-end results . |
| PSUs – rTSR (LTI) | 80% of PSUs in 2024; cap at target if absolute TSR negative | 35th percentile → 50% | 50th percentile → 100% | 75th percentile → 200% | Not disclosed | Not disclosed | 3-year performance, vest at end of period . |
| PSUs – Adjusted EBITDA (LTI) | 20% of PSUs in 2024; slope mirrors STI | <90% → 0% | 100% → 100% | ≥115% → 200% | 3-year average attainment; 2022 PSU paid 71.7% overall | 71.7% (combined PSU outcome) | 3-year performance; vested Jan 29, 2025 for 2022 grants . |
| PSUs – 2025 design change | n/a | n/a | n/a | n/a | n/a | n/a | 2025 PSUs: 40% rTSR (peer group) + 60% Free Cash Flow (3-year); FCF yearly gates (90/100/120% → 70/100/160% attainment) averaged over 3 years . |
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned (#) | % of Class | Notable Details |
|---|---|---|---|
| Gary L. Carano | 335,034 | <1% | Includes 40,000 spouse shares, 20,000 via trust, and 155,526 pledged shares (pledging is a governance red flag) . |
| REI (Carano 10.1% interest; Carano President/Director) | 8,604,325 | n/a (REI <5% shareholder) | Carano disclaims beneficial ownership due to no voting/dispositive power over REI shares . |
Additional alignment policies:
- Executive stock ownership guidelines: CEO 5x salary; CFO/COO 4x; Other executive officers 2x; NEOs had met guidelines as of Dec 31, 2024 (Carano not an NEO) .
- No outstanding stock options as of Dec 31, 2024; equity incentives are RSUs/PSUs .
Employment Terms
- Executive employment agreements for NEOs were extended to Jan 1, 2027, with automatic one-year renewals; RSU “Contract Renewal Awards” vest in equal thirds on the first three anniversaries of Jan 1, 2024, subject to continued service .
- Company-wide policies include double-trigger change-in-control vesting, clawbacks for restatements, strict anti-hedging, and no excise tax gross-ups; change-in-control severance capped at ≤2.99x salary + target bonus .
- NEO agreements include 12-month post-termination non-compete and non-solicit; specific terms for Carano as Executive Chairman are not disclosed in the proxy .
Board Governance
- Role: Executive Chairman; not independent due to executive status .
- Board leadership: CEO (Reeg), COO (Anthony L. Carano), Executive Chairman (Gary L. Carano); Lead Independent Director (Tomick) chairs executive sessions and liaises with shareholders; independent Vice Chair (Kornstein) adds agenda control and transaction oversight .
- Committees: Executive Chairman not listed on standing committees; all standing committees are fully independent (Audit, Compensation, Nominating & Corporate Governance, Corporate Social Responsibility) .
- Executive sessions and attendance: Independent directors met in executive session four times in 2023; each incumbent director attended ≥75% of meetings in 2023 .
Director Compensation
- Employee directors (Carano, Reeg) receive no director fees/equity for Board service .
- For reference, 2024 non-employee director program: $100,000 cash retainer, $250,000 RSUs vesting immediately, committee and chair retainers (e.g., Audit Chair $40,000), and reimbursements with perquisites capped at $20,000 per year .
Related Party Transactions
- CSY Lease: Eldorado Reno property leases ~30,000 sq ft from CSY (trust with ~27% interest; Carano and siblings are beneficiaries); $0.6m annual rent, 1–2% escalations through 2057; trust receives ~27% of rent .
- Tamarack Lease: Caesars operates a sportsbook at Tamarack Casino; Pegram (director) ~54.7% interest; Carano and siblings collectively ~22.7%; $0.1m annual rent plus ~$0.2m reimbursements in 2024; net receivable from Tamarack of ~$0.1m at year-end 2024 .
- Sports betting provider agreements (Carson Valley Properties—GPEG I LLC): Fixed $120,000 annual payments plus up to $60,000 for staffing and bonus components; paid ~$0.1m for additional leased space in 2024 .
- Compensation paid to family members (illustrative governance consideration): Carano’s broader family holds multiple company roles; disclosure includes detailed compensation and RSUs for 2024–2025 .
Compensation Peer Group (Benchmarking)
Peers used for 2024 compensation decisions: Boyd Gaming, Carnival, Hilton Worldwide, Hyatt Hotels, Las Vegas Sands, Marriott, MGM Resorts, Norwegian Cruise Line, Penn Entertainment, Royal Caribbean, Wynn Resorts .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: ~82% .
- Design changes for 2025: Removed Adjusted EBITDA PSUs to reduce overlap with STI; added PSUs tied to free cash flow (60%) and rTSR (40%) over three years .
Risk Indicators & Red Flags
- Pledged shares: Carano has 155,526 pledged shares—can introduce forced selling risk under margin calls .
- Related party leases: Economic ties via CSY/Tamarack/GPEG I require ongoing independent oversight; Board describes compliance structures and independence determinations for affected directors .
- Family employment: Extensive disclosures of compensation to family members heighten perceived related party risk; minimal personal aircraft use in 2024 .
- Compensation governance mitigants: Clawbacks, double-trigger CoC, no excise tax gross-ups, independent comp committee with Aon advising .
Equity Ownership & Pledging Details
| Item | Detail |
|---|---|
| Beneficial ownership | 335,034 CZR shares (<1% of class) . |
| Pledged shares | 155,526 pledged (specific to Carano) . |
| Indirect interests | 40,000 spouse; 20,000 trust; 10.1% interest in REI (disclaims beneficial ownership of REI’s 8,604,325 CZR shares) . |
| Options | None outstanding company-wide as of Dec 31, 2024 . |
Investment Implications
- Alignment: Significant equity exposure via personal and family holdings, plus executive role; company-level pay-for-performance hinges on Adjusted EBITDA and relative TSR, with 2025 shift toward free cash flow signaling capital discipline .
- Governance risks: Pledged shares and related party leases elevate governance scrutiny and potential trading pressure in stress scenarios; Board independence structures and compliance committee mitigate but do not eliminate these risks .
- Retention/continuity: NEO contracts extended through 2027 with RSU renewal awards and double‑trigger protections; while Carano’s specific contract terms are not disclosed, Board leadership design suggests stability in executive oversight .
- Performance sensitivity: 2024 EBITDA under target reduced bonus outcomes (61.5% for NEOs); if free cash flow targets under the 2025 PSU plan are met/exceeded, long-term equity payouts could improve, reinforcing management focus on deleveraging and cash generation .