Jan Jones Blackhurst
Caesars EntertainmentAbout Jan Jones Blackhurst
Independent director at Caesars Entertainment, Inc. (CZR) since July 2020; age 76. Former Las Vegas Mayor (1991–1999) and longtime Caesars executive in communications, government relations, and corporate responsibility; recognized for responsible gaming leadership and CSR expertise. Independence affirmed by the Board (prior employment ended >5 years before service) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caesars Entertainment Corporation (CEC) | Executive Vice President, Public Policy and Corporate Responsibility | May 2017 – Sep 2019 | Led CSR strategy and responsible gaming programs |
| CEC | Executive Vice President, Communications & Government Relations | Nov 2011 – May 2017 | Directed public policy and regulatory affairs |
| CEOC (Caesars Entertainment Operating Company, Inc.) | EVP, Communications & Government Relations | Nov 2011 – Oct 2017 | Government relations oversight |
| CEC | Senior Vice President, Communications & Government Relations | Nov 1999 – Nov 2011 | Built external affairs function |
| City of Las Vegas | Mayor | 1991 – 1999 | Two terms; public policy leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public Education Foundation | Chairwoman | Current | Education-focused non-profit leadership |
| UNLV International Gaming Institute | Chief Executive-In-Residence | Current | Faculty and leadership development (“Expanding the Leaderverse”) |
| UNLV Black Fire Leadership Initiative | Executive Director | Since Jan 2021 | Program leadership |
| World Choice Investment, LLC | Board Member | Since Apr 2023 | Board service (private company) |
| Esports Entertainment Group, Inc. | Director | Since Mar 2022 | Public company directorship |
| Gaming & Hospitality Acquisition Corp. | Prior Director | Prior | SPAC board service |
Board Governance
- Committee assignments: Chair, Corporate Social Responsibility (CSR) Committee; Member, Nominating and Corporate Governance Committee .
- Committee activity: CSR Committee held 4 meetings in 2024; Nominating & Corporate Governance held 5 meetings in 2024 .
- Independence: Board determined independent; prior Caesars employment ended >5 years earlier .
- Attendance and engagement: Each incumbent director attended 100% of Board and their committee meetings in 2024; independent directors held executive sessions at each of the four in‑person Board meetings .
Fixed Compensation
| Component | Annual Amount ($) | Notes |
|---|---|---|
| Annual Director Retainer | 100,000 | Non-employee directors |
| Lead Independent Director Retainer | 50,000 | Role held by David P. Tomick |
| Vice Chair Retainer | 100,000 | Role held by Don R. Kornstein |
| Audit Committee Service | 20,000 | Committee members |
| Compensation Committee Service | 15,000 | Committee members |
| CSR Committee Service | 15,000 | Committee members |
| Nominating & Corporate Governance Service | 10,000 | Committee members |
| Audit Committee Chair Fee | 40,000 | Chair |
| Compensation Committee Chair Fee | 30,000 | Chair |
| CSR Committee Chair Fee | 30,000 | Chair (Jan Jones Blackhurst) |
| Nominating & Corporate Governance Chair Fee | 20,000 | Chair |
| Perquisites (director usage of company facilities) | Up to 20,000 | Food, beverage, hotel, entertainment at nominal/incremental cost |
| Jan Jones Blackhurst — 2024 Actual | Amount ($) |
|---|---|
| Fees earned or paid in cash | 132,500 |
| Stock awards (RSUs; fully vested at grant) | 243,316 |
| All other compensation (medical/dental/vision coverage assumed with merger) | 17,791 |
| Total | 393,607 |
Performance Compensation
| Equity Component | Structure | Vesting | 2024 Value ($) |
|---|---|---|---|
| Annual equity grant (non-employee directors) | RSUs; number based on prior 20-day avg stock price | RSUs vest immediately at grant; optional deferral under Outside Director Deferred Compensation Plan | 250,000 program; Jan received 243,316 |
- RSUs are settled in common shares unless the director elects deferral; RSUs fully vest on grant date per program design .
- No performance-based equity metrics for directors are disclosed; director equity is time-based RSUs .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Esports Entertainment Group, Inc. | Director | No disclosed CZR transactional ties; public gaming/esports company board service |
| World Choice Investment, LLC | Board Member | Private company; no CZR transactional ties disclosed |
| Gaming & Hospitality Acquisition Corp. | Prior Director | No current interlocks disclosed |
Expertise & Qualifications
- Corporate social responsibility and responsible gaming leader with 20+ years in gaming industry; deep government relations and public policy experience .
- Governance engagement as CSR Committee Chair and member of Nominating & Corporate Governance .
- Public sector leadership as former Mayor of Las Vegas .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Jan Jones Blackhurst | 23,530 | <1% | As of record date April 14, 2025; 212,145,588 shares outstanding |
| Unvested director awards at year-end 2024 | None held by non-employee directors | — | As of Dec 31, 2024, none held unvested stock awards; deferrals noted for certain other directors (not Jan) |
| Stock ownership guidelines (directors) | 5x annual cash retainer | Status: Met | All non-employee directors met guidelines as of Dec 31, 2024 |
Governance Assessment
-
Strengths
- Independence affirmed; prior employment ended >5 years earlier, mitigating conflict risk .
- High engagement: 100% attendance; chairs CSR Committee; member of Nominating & Corporate Governance .
- Ownership alignment: RSU equity grants and director stock ownership guidelines met; encourages skin-in-the-game .
- CSR oversight: Committee charter covers climate, responsible gaming, human capital—areas material to long-term value and regulatory risk in gaming .
-
Watch Items / Potential Conflicts
- Perquisites and legacy benefits: Receives medical/dental/vision coverage assumed with the merger in addition to standard perquisites; monitor for perceived entrenchment or non-standard benefits versus peers .
- No disclosed performance conditions on director equity (time-based RSUs vest immediately), limiting pay-for-performance signaling at the board level .
- Prior executive roles at Caesars require ongoing vigilance despite independence determination, especially on matters within CSR/government relations remit .
-
Contextual Signals
- Say-on-pay support was ~82% in 2024; Compensation Committee has engaged Aon as independent consultant and adjusted executive PSU metrics to reduce overlap, indicating responsiveness to shareholder input—supportive of overall governance tone .