Michael E. Pegram
Caesars EntertainmentAbout Michael E. Pegram
Michael E. Pegram, age 73, is an independent director of Caesars Entertainment, Inc. (CZR) who has served on the board since July 2020 following prior service on Eldorado Resorts, Inc. (ERI) since September 2014; he brings decades of operating experience across regional casinos, hospitality, and franchising, as well as deep involvement in horse racing enterprises . He is a managing member of G PEG I, LLC (owner/operator of five Reno/Carson City casinos) and a partner in Carson Valley Inn and Bodines Casino, with over 45 years operating 25 McDonald’s franchises through AMT Investments, and prior chairmanship of the Thoroughbred Owners of California .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| G PEG I, LLC (Reno/Carson City casinos) | Managing Member | Ongoing | Oversight of operations for five casinos |
| Carson Valley Inn (Minden, NV) | Partner | Since June 2009 | Regional casino operations |
| Bodines Casino (Carson City, NV) | Partner | Since January 2007 | Regional casino operations |
| AMT Investments (McDonald’s franchises) | Owner/Operator (25 franchises) | 45+ years | Multi-unit retail operations, franchising discipline |
| Thoroughbred Owners of California | Chairman (former) | Not disclosed | Industry governance, racing operations |
| Skagit State Bancorp | Director | Apr 1997–Nov 2018 | Bank board oversight and risk governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thoroughbred Owners of California | Chairman (former) | Not disclosed | Governance of industry body |
| Notable racehorse ownership (Real Quiet, Lookin at Lucky, Silverbulletday, Captain Steve, Midnight Lute) | Owner | Various years | Prominence and network in racing industry |
Board Governance
- Committee assignments: Compensation Committee member; CZR Compliance Committee member (with annual cash retainer of $10,000 for compliance committee service) .
- Independence: Board determined Pegram is independent under Nasdaq standards, despite long-standing business ties with the Carano family and CZR leases with casinos in which he has interests; Board concluded the relationships do not impair independent judgment .
- Attendance: 100% attendance at Board and committee meetings in 2024; independent directors met in executive sessions at all four regularly scheduled in‑person meetings .
- Committee activity: Compensation Committee held 4 meetings in 2024; Compliance Committee held 4 meetings in 2024 .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Cash fees earned | 125,000 | Includes base director retainer and applicable committee retainers (Compliance Committee retainer $10,000 is included) |
| Equity (RSUs grant-date fair value) | 243,316 | Non-employee director RSUs vest immediately on grant; number based on prior 20‑day average stock price |
| Other compensation | — | CZR allows comped property benefits up to $20,000 per year; no “All Other” amount reported for Pegram in 2024 |
| Total | 368,316 | 2024 total director compensation |
Additional program detail:
- Standard program rates (2024): Annual retainer $100,000; committee service retainers (Audit $20,000; Compensation $15,000; CSR $15,000; Nominating $10,000); chair premia (Audit $40,000; Compensation $30,000; CSR $30,000; Nominating $20,000); Lead Independent Director $50,000; Annual equity grant $250,000 RSUs .
Performance Compensation
- Non-employee directors do not receive performance-based bonuses or PSUs; equity compensation is time-based RSUs that vest on grant for directors .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | None disclosed beyond CZR |
| Prior public company boards | Skagit State Bancorp (Director, 1997–2018) |
| Interlocks/relationships considered in independence | Co-ownership/business ties with Carano family; leases with Tamarack Casino and G PEG I properties; investor alongside CEO Reeg and Lead Independent Director Tomick in a start-up; Board deemed these non-impairing to independence |
| Committee interlocks | Compensation Committee member (with Kornstein chair and Mather); committee composed solely of independent directors |
Expertise & Qualifications
- Regional casino operations and ownership, hospitality and gaming industry experience .
- Multi-unit franchising (25 McDonald’s franchises), operational discipline and customer service focus .
- Governance experience via bank directorship and industry association leadership in thoroughbred racing .
Equity Ownership
| Measure | Value |
|---|---|
| Shares beneficially owned | 276,309 shares (less than 1% of class) |
| Deferred RSUs (acquirable within 60 days) | 65,000 |
| Director stock ownership guideline | Minimum 5x annual cash retainer; all non-employee directors met guideline as of Dec 31, 2024 |
| Hedging/short sales policy | Prohibits hedging and short sales; insider trading policy with pre-clearance and trading windows |
| Pledged shares | No pledge disclosure for Pegram; pledge arrangements disclosed for certain other insiders (e.g., Gary L. Carano; Anthony L. Carano) |
Related Party Transactions (Potential Conflicts)
| Counterparty/Property | Nature | 2024 Financial Terms |
|---|---|---|
| Tamarack Casino (Pegram ~54.7% indirect interest; Carano family ~22.7%) | CZR leases sportsbook space and reimburses certain operating costs | $0.1M annual rent + $0.2M reimbursements; net receivable ~$0.1M at 12/31/2024 |
| Carson Valley Properties (Carson Valley Inn, Sharkey’s, Bodine’s, Slot World; owned indirectly by G PEG I, LLC managed by Pegram) | Sports betting provider with fixed and contingent payments | Fixed $120,000 per year to G PEG I, LLC; up to $60,000 additional (FT employee & expenses at Carson Valley Inn); plus $0.1M for additional leased space in 2024 |
| Independence determination context | Board noted rent payments represented approx. 0.15% of five casinos’ gross revenues in 2024 in assessing independence | 0.15% context in independence conclusion |
Governance controls: CZR’s Code and Audit Committee Charter require review/approval of related party transactions; directors with interests recuse from voting .
Governance Assessment
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Strengths:
- Independent director with 100% attendance and active committee roles (Compensation; Compliance), supporting risk oversight in regulatory compliance and pay governance .
- Ownership alignment via director RSUs and adherence to 5x retainer stock ownership guideline; ability to defer equity into stock units increases long-run alignment .
- Board formally assessed independence despite disclosed relationships; compliance committee structure and related party approval policies provide procedural safeguards .
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Watch items / RED FLAGS:
- Related party exposure through CZR leases with casinos where Pegram and the Carano family have interests (Tamarack; G PEG I properties); while amounts are modest, recurrent transactions require continued oversight .
- Co-investment in a start-up with CEO Reeg and Lead Independent Director Tomick could create perceived alignment risks; Board determined non-impairing, but investors should monitor for influence in compensation and strategic decisions .
- Compliance with anti-hedging policy is disclosed; no pledging by Pegram, but pledging by other insiders highlights policy scope differences; pledging remains a red flag at the company level even if not attributable to Pegram .
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Compensation governance signal:
- Compensation Committee comprised solely of independent directors and supported by independent consultant Aon; annual conflicts review performed; committee met 4 times and acted by consent once in 2024, suggesting active oversight cadence .
-
Shareholder sentiment context:
- 2024 say-on-pay approval ~82% for executive compensation program; while not director pay, indicates overall investor acceptance of pay structures; committee adjusted PSU mix in response to shareholder feedback on overlapping metrics (context for board’s responsiveness) .
Overall, Pegram’s operational expertise and regional casino ownership experience add valuable context for CZR’s property-level strategy; the recurring related-party leases are modest in scale but merit continuous monitoring for fairness and independence, especially given compensation committee influence and co-investments with senior insiders .