Stephanie Lepori

About Stephanie Lepori

Stephanie Lepori is Chief Administrative and Accounting Officer at Caesars Entertainment (CZR), a role she has held since January 2019; she oversees all accounting and human resources functions and has been with the company since 1995. She is 54 years old, a Certified Public Accountant, and earned a B.S. in Accounting magna cum laude and Phi Beta Kappa from the University of Southern California . Company performance drivers for incentive pay include consolidated Adjusted EBITDA and relative TSR; in 2024, net revenues were $11.245B vs. $11.528B in 2023 and total Adjusted EBITDA declined 5.1% to $3.739B, aligning with reduced annual bonus payouts at 61.5% of target .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Notes:

• 2024 LTI mix for executive officers: 50% RSUs, 50% PSUs; PSUs split 80% rTSR and 20% 3-year Adjusted EBITDA, with negative 3-year TSR capping payout at target .
• Grants determined using prior 20-day average stock price; awards not timed around MNPI; hedging and exchange-traded options prohibited .

Equity Ownership & Alignment

Employment Terms

• Agreement term: Amended and restated executive employment agreements effective Jan 1, 2024 for a three-year term to Jan 1, 2027; automatic one-year renewals unless notice ≥3 months before renewal; if a change in control occurs, term extends by two years from the event .
• Consideration: One-time sign-on RSUs granted Jan 2024 for employment extension; Lepori received 14,750 RSUs vesting in equal one-third installments over the three-year term .
• Severance economics (executives other than CEO): If terminated without cause or for good reason → lump sum 1.0x base + target bonus; within two years post-CIC → 2.0x base + target bonus; prorated annual bonus (actual or target post-CIC); health benefits continuation 12 months (18 months post-CIC); up to $10,000 outplacement .
• Non-compete, non-solicit, confidentiality: 12-month post-termination non-compete and non-solicitation; perpetual confidentiality .
• Clawback: Restatement-based recovery policy applies to executive officers for erroneously awarded incentive compensation regardless of misconduct .

Potential Payments (as of 12/31/2024 assumptions)

Trend reference (as of 12/31/2023 assumptions)

Perquisites detail (2024)

Compensation Structure Analysis

• Cash/equity mix: Annual LTI remained heavily equity-based with 50% RSUs and 50% PSUs; in 2024 the PSU mix shifted further toward rTSR (80%) and away from Adjusted EBITDA (20%), reducing overlap with STI metrics after shareholder feedback .
• Bonus sensitivity: FY 2024 Adjusted EBITDA at 92.3% of target drove a 61.5% payout for all NEOs including Lepori .
• Discretionary equity outcomes: 2022 PSUs vested at 61.5% of target on Jan 29, 2025 despite threshold not achieved, based on Compensation Committee’s discretionary evaluation of 2024 performance—introduces potential subjectivity risk .
• Ownership alignment: All NEOs met stock ownership guidelines (Lepori’s multiple: 2x salary) as of Dec 31, 2024; hedging and short sales/options are prohibited, and equity awards are not granted around MNPI windows .

Risk Indicators & Red Flags

• Discretionary PSU vesting above threshold: 2022 PSU tranche paid at 61.5% of target despite threshold not met, signaling committee discretion that can weaken pay-for-performance purity in downcycles .
• Pledging: No pledge disclosure for Lepori; pledges were disclosed for other insiders (e.g., Anthony L. Carano and Gary L. Carano), which is a governance caution overall but not specific to Lepori .
• Clawback present: Restatement-based clawback reduces risk of windfalls on misstated results .

Investment Implications

• Pay-for-performance linkage is direct via Adjusted EBITDA in STI and rTSR in LTI; FY 2024 underperformance reduced Lepori’s bonus to 61.5% of target and PSU structure places substantial weight on multi-year TSR, aligning with shareholder outcomes .
• Retention risk appears contained: Three-year employment term to Jan 1, 2027 with automatic renewals, meaningful unvested equity (RSUs/PSUs), and standard 12-month non-compete/non-solicit provisions; severance of 1.0x base+target (2.0x post-CIC) is moderate vs. common gaming peers .
• Near-term selling pressure risk from vesting: Jan 29, 2025 vesting of 2022 RSUs/PSUs could create liquidity events; however, hedging is prohibited and ownership guidelines are met, supporting alignment .
• Governance quality: Presence of clawback, ownership guidelines, and disciplined grant timing are positives; discretionary PSU payout in 2025 is a caution flag to monitor in future proxies .