Jesse Lynn
Caesars EntertainmentAbout Jesse Lynn
Jesse Lynn, age 54, was appointed to Caesars Entertainment’s Board in March 2025 pursuant to a Director Nomination Agreement with the Icahn Group; he is currently designated as an independent director under Nasdaq standards (no committee assignments yet) . Lynn serves as General Counsel of Icahn Enterprises L.P. (since 2014) and Chief Operating Officer of Icahn Capital LP (since April 2021), with prior legal roles at Icahn Enterprises, Mintz Levin, and Gordon Altman; he holds a B.A. from the University of Michigan and a J.D. from Boston University School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Icahn Enterprises L.P. | General Counsel | 2014–present | Senior legal leadership |
| Icahn Capital LP | Chief Operating Officer | Apr 2021–present | Operating leadership at investment firm |
| Icahn Enterprises L.P. | Assistant General Counsel; Counsel | 2006–2014; 2004–2006 | Progressive legal responsibility |
| Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. | Associate (Business & Finance) | 2000–2004 | Corporate/finance practice |
| Gordon Altman Butowsky Weitzen Shalov & Wein | Associate (Corporate) | 1996–2000 | Corporate law |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Conduent Incorporated | Director | Apr 2019–Jun 2024 | Business process outsourcing |
| Crown Holdings Inc. | Director | Dec 2022–Nov 2023 | Packaging supplier |
| Xerox Holdings Corporation | Director | Nov 2021–Sep 2023 | Print/digital document services |
| FirstEnergy Corp. | Director | Mar 2021–May 2023 | Electric utility |
| Cloudera, Inc. | Director | Aug 2019–Oct 2021 | Sold to CD&R and KKR |
| Herbalife Nutrition Ltd. | Director | Apr 2014–Jan 2021 | Nutrition company |
| The Manitowoc Company, Inc. | Director | Apr 2015–Feb 2018 | Capital goods manufacturer |
Board Governance
- Committee assignments: None as of the proxy; the Icahn Designees (Lynn and Papapostolou) had not been appointed to any committees at the time of filing .
- Independence: The Board affirmatively determined all current directors other than Executive Chairman Gary L. Carano and CEO Thomas R. Reeg are independent (includes Lynn) .
- Attendance and engagement: In 2024, incumbent directors attended 100% of Board and committee meetings; independent directors met in executive sessions at all four regularly scheduled in-person Board meetings (Lynn joined in 2025, so his 2024 attendance is not applicable) .
- Lead Independent Director: David P. Tomick (also Audit Chair) .
- Nomination Agreement context: Lynn’s appointment stems from a March 17, 2025 Director Nomination Agreement with the Icahn Group; Icahn Group standstill and ownership thresholds require Icahn Designees to resign if beneficial ownership falls below specified levels (≥10,551,100 shares for both seats; ≥5,275,550 shares for both resignations), and include voting/standstill provisions through the 2026 cycle .
Fixed Compensation
| Component | Annual Amount (USD) | Notes |
|---|---|---|
| Annual Director Retainer (cash) | $100,000 | Standard for non-employee directors |
| Annual Equity Grant (RSUs) | $250,000 | Granted at annual cycle; RSUs vest immediately on grant |
| Committee Service Fees | Audit: $20,000; Compensation: $15,000; CSR: $15,000; Nominating & Governance: $10,000 | Per committee membership |
| Committee Chair Fees | Audit: $40,000; Compensation: $30,000; CSR: $30,000; Nominating & Governance: $20,000 | Additional for chair roles |
| Lead Independent Director | $50,000 | Incremental retainer (not applicable to Lynn) |
| Perquisites (comped usage) | Up to $20,000 per year | Food/beverage, hotel, entertainment; minimal incremental cost |
| Expense Reimbursement | N/A | Reasonable Board service expenses reimbursed |
- Outside Director Deferred Compensation Plan is available (some directors defer cash/equity into stock units), and RSUs for directors are settled in shares unless deferral elected .
- Non-employee director stock ownership guideline: Hold shares valued at 5x annual cash retainer within five years; once achieved, must maintain; counts time-based RSUs and vested/deferred shares (PSUs subject to performance and unexercised options don’t count) .
Performance Compensation
- Not applicable for non-employee directors; equity awards are time-based RSUs (annual grants) that vest immediately and are not tied to performance metrics .
Other Directorships & Interlocks
- Lynn’s extensive prior public directorships (Conduent, Crown Holdings, Xerox, FirstEnergy, Cloudera, Herbalife, Manitowoc) provide broad cross-industry governance exposure. No related-party transactions involving Lynn were disclosed in the Company’s related party transactions section .
Expertise & Qualifications
- Selected pursuant to the Icahn Group Nomination Agreement; brings legal experience, finance expertise, COO-level operating experience, and significant public board service; supports shareholder advocacy and risk oversight skill sets valued by the Board .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Pledged? |
|---|---|---|---|
| Jesse Lynn | 6,126 | <1% (asterisk denotes less than 1%) | No pledge footnote disclosed (none indicated for Lynn) |
- Insider trading policy prohibits short sales, exchange-traded options, and hedging of Company securities; trading requires pre-clearance and adherence to blackout windows .
- Director stock ownership guideline: 5x cash retainer within five years of appointment (compliance status for Lynn not yet disclosed given March 2025 appointment) .
Governance Assessment
- Committee influence: As of filing, Lynn held no committee assignments, limiting direct committee-level oversight (e.g., audit or compensation) in the near term .
- Independence and alignment: Lynn is deemed independent; his beneficial ownership is modest at 6,126 shares, with no disclosed pledging—alignment will be governed by director ownership guidelines (5x retainer within five years) and the prohibition on hedging .
- Icahn Group dynamics (potential conflict/advocacy signal): Appointment is via a nomination agreement with standstill and ownership thresholds; while independence is affirmed, his concurrent roles at Icahn Enterprises and Icahn Capital may signal stronger shareholder advocacy posture and monitoring of capital allocation, with governance mitigants in the form of Board independence determinations and standstill provisions .
- Related-party exposure: No related-party transactions involving Lynn disclosed; existing related-party items pertain to Carano family and Pegram-linked leases, not Lynn .
- Board effectiveness backdrop: 2024 saw 100% attendance by incumbents and regular executive sessions of independent directors; say‑on‑pay support was ~82%, and compensation governance utilizes an independent consultant (Aon) with conflict review—these factors support investor confidence in overall governance practices .
RED FLAGS to monitor:
- Ongoing independence in practice given Icahn Group ties and any future committee appointments or influence via the nomination agreement .
- Ownership guideline progress and any future disclosures of pledging or hedging violations (Company policy prohibits hedging; pledging must be disclosed) .
- Any emergence of related-party transactions or director interlocks involving entities tied to Icahn that could affect CZR governance or operations (none disclosed currently) .