Josh Jones
Caesars EntertainmentAbout Josh Jones
Josh Jones, 41, is Chief Marketing Officer (CMO) at Caesars Entertainment (CZR). He became CMO in February 2021 after progressing through operations and corporate finance roles; he holds an M.B.A. and a B.S. in International Business from the University of Nevada, Reno . Company compensation design ties senior management incentives to Adjusted EBITDA and Total Shareholder Return (TSR); in 2024 CZR reported $11.2B in net revenues (down from $11.5B) and a 5.1% decline in Adjusted EBITDA, with Digital segment profitability improving, framing the pay-for-performance backdrop during Jones’s tenure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Caesars Entertainment | Chief Marketing Officer | Feb 2021 – Present | Oversees enterprise marketing during footprint optimization and Digital expansion . |
| Caesars Entertainment | SVP, Operations | May 2019 – Jan 2021 | Senior operating leadership across properties . |
| Caesars Entertainment | VP, Operations | May 2018 – Apr 2019 | Property/field operating execution . |
| Caesars Entertainment | VP, Corporate Finance | Jan 2016 – Apr 2018 | Corporate finance supporting growth/M&A integration . |
External Roles
No external directorships or outside roles disclosed for Josh Jones in the proxy statements .
Fixed Compensation
- Jones is an executive officer but not a Named Executive Officer (NEO); individual base salary, target bonus %, and LTI target percentages are not disclosed in the proxy Summary Compensation Table (NEOs only) .
- In January 2024, his employment term was extended to January 1, 2027 (with automatic one-year renewals) via an amendment to his employment agreement; compensation elements for NEOs were specified, while Jones’s fixed pay levels were not disclosed in that 8-K .
Performance Compensation
Key plan architecture (company-wide, applies to executive PSU designs)
- In 2024, annual LTI PSUs were weighted 80% rTSR (vs. S&P 500) and 20% Adjusted EBITDA; RSUs constituted 50% of LTI and vest ratably over three years .
- Beginning with 2025 grants, PSUs are 40% 3-year rTSR (industry peer set) and 60% three-year Free Cash Flow (FCF) with annual attainment grid (0–160%) and straight-line interpolation; RSUs remain 50% of LTI .
2022 PSU outcome (covers PSU awards to executives for 2022–2024 performance)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA (3-year: 2022–2024) | 35% | Annual targets: $3,893m (2022), $3,954m (2023), $4,050m (2024) | Attainment: 101.5% (2022), 100.4% (2023), 92.3% (2024) | 90.5% of target for this component | Vested Jan 29, 2025 . |
| Relative TSR vs. S&P 500 (3-year) | 65% | 50th percentile = 100% payout | 3rd percentile at period end; Committee certified 61.5% payout using discretion | 61.5% of target for this component | Ended Dec 31, 2024 . |
| Overall 2022 PSU | — | — | — | 71.7% of target overall | Ended Dec 31, 2024 / settled thereafter . |
Jones-specific 2024 retention equity
- Contract Renewal Award: 10,250 time-based RSUs granted January 26, 2024; vest in equal one‑third installments on each of the first three anniversaries of January 1, 2024, subject to continued service; unvested portion forfeited upon resignation without good reason or termination for cause before January 1, 2027 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Stock ownership guidelines (executives) | CEO 5x salary; CFO/COO 4x; Other Executive Officers 2x salary; five years to comply; counts include shares owned, vested and unvested time‑based RSUs, and earned PSUs; performance‑conditioned unearned PSUs and options excluded . |
| Compliance status (as disclosed) | As of 12/31/2024, each NEO met ownership guidelines; status for Jones (non‑NEO) not disclosed . |
| Hedging/derivatives policy | Prohibits short sales and buying/selling exchange‑traded options on company securities; pre‑clearance and trading windows apply to executives . |
| Pledging | Proxy footnotes disclose pledging for specific directors/executives (e.g., Gary L. Carano, David P. Tomick); no pledge disclosure for Josh Jones . |
| Group ownership note | “All current directors and executive officers as a group” includes Mr. Jones (footnote 16); individual Jones share count not broken out . |
Employment Terms
| Term | Detail |
|---|---|
| Contract term | Extended Jan 26, 2024 through Jan 1, 2027; automatic one‑year renewals thereafter . |
| Consideration for extension | One‑time “sign‑on” RSU award: 10,250 RSUs (see vesting below) . |
| Vesting/forfeiture | RSUs vest one‑third on each of first three anniversaries of Jan 1, 2024; unvested portion forfeited upon resignation without good reason or termination for cause before Jan 1, 2027 . |
| Clawback | All incentive-based compensation subject to Caesars’ Policy for Recovery of Erroneously Awarded Compensation (effective Dec 1, 2023) . |
| Severance & CIC terms | Not disclosed for Jones; severance multiples and CIC provisions detailed in proxy for specific NEOs only . |
Vesting Schedules and Potential Selling Pressure
| Award | Amount | Vesting cadence | Notable vest dates (time-based) |
|---|---|---|---|
| Contract Renewal RSUs (granted 1/26/2024) | 10,250 RSUs | One‑third on each anniversary of Jan 1, 2024, subject to service | Jan 1, 2025; Jan 1, 2026; Jan 1, 2027 . |
Implication: These scheduled vest dates can create periodic liquidity windows and potential selling pressure, subject to trading windows and pre‑clearance under the Securities Trading Policy .
Performance & Track Record
- Company context during Jones’s CMO tenure includes debt refinancing ($4.4B of maturities pushed to 2027+), asset sales (WSOP trademark $500m; LINQ Promenade $275m) and improving Digital segment margins, against a 2024 backdrop of $11.2B net revenues and a 5.1% Adjusted EBITDA decline due to regional competition, renovations and weather .
- Executive incentive pay is linked to rTSR and operating results; the 2022 PSU cycle paid 71.7% overall (90.5% on Adjusted EBITDA; 61.5% for rTSR via Committee discretion despite 3rd percentile TSR), signaling alignment with both stock and operating performance through the cycle .
Investment Implications
- Retention and alignment: Jones’s 2024 Contract Renewal RSUs vest through Jan 2027, anchoring retention through the strategy cycle; clawback and ownership guidelines further align incentives with shareholders .
- Selling pressure timing: One‑third RSU vesting around each January 1 (2025–2027) creates predictable potential supply, although insider trading windows and pre‑clearance constrain timing .
- Pay-for-performance exposure: Executive equity outcomes are increasingly tied to rTSR and (from 2025) FCF, elevating sensitivity to market-relative returns and cash generation; underperformance can materially reduce PSU payouts, as evidenced by the 2022 cycle .
- Disclosure gap: As a non‑NEO, Jones’s base salary/annual bonus details are not disclosed, limiting granular pay benchmarking; however, his contract extension and RSU award indicate he is considered a core member of the leadership team .