Ted Papapostolou - Director | Caesars Entertainment (CZR) Executive Profile & Compensation

About Ted Papapostolou

Independent director of Caesars Entertainment (CZR) since March 2025, appointed under a Director Nomination Agreement with the Icahn Group. He is CFO and a director of Icahn Enterprises L.P. (IEP), with prior service as Chief Accounting Officer and progressive accounting roles, and began his career in Grant Thornton’s audit practice. Education: MBA, St. John’s University (Peter J. Tobin College of Business); BBA, Hofstra University (Frank G. Zarb School of Business). Age not disclosed in CZR’s proxy; tenure on CZR’s board began March 2025 .

Past Roles

Organization	Role	Tenure	Committees/Impact
Icahn Enterprises L.P.	Chief Accounting Officer	Apr 2020–Dec 2023	Led public company accounting; progressed from internal accounting roles dating to 2007
Icahn Enterprises L.P.	Progressive Accounting Positions	Mar 2007–Mar 2020	Built finance/accounting expertise across businesses
Grant Thornton LLP	Audit Practice	Prior to 2007	External audit foundation
CVR Energy, Inc.	Director and Chairman	Mar 2023–Mar 2025	Oversight of energy refining and nitrogen manufacturing businesses

External Roles

Organization	Role	Tenure	Committees/Impact
Icahn Enterprises L.P. (NASDAQ: IEP)	Chief Financial Officer; Director; Secretary	CFO since Nov 2021; Director since Dec 2021; Secretary since Apr 2020	Corporate finance leadership and board oversight across diversified holdings
Viskase Companies, Inc.	Director; Chairman	Director since Apr 2020; Chairman since Mar 2023	Governance oversight in global food packaging

Board Governance

Independence: Board determined all current directors except the Executive Chairman (Gary L. Carano) and CEO (Thomas R. Reeg) are independent; Papapostolou is independent under Nasdaq standards .
Committee assignments: As of the 2025 proxy, not appointed to any standing board committees (Audit, Compensation, CSR, Nominating & Corporate Governance); committee matrix confirms none .
Appointment context: Added in March 2025 via Director Nomination Agreement with the Icahn Group; the agreement nominates him for the 2025 Annual Meeting and includes standstill and voting commitments .
Attendance and engagement: In 2024, all incumbent directors (pre-March 2025 appointees) attended 100% of Board and committee meetings; independent directors met in executive session at four regularly scheduled in-person board meetings. Papapostolou joined in 2025; 2024 attendance metrics do not cover him .

Fixed Compensation

Component	Annual Amount ($)	Notes
Annual Retainer (non-employee directors)	100,000	Cash retainer
Vice Chair Retainer	100,000	Applies to Vice Chair (not Papapostolou)
Lead Independent Director Retainer	50,000	Applies to Lead Independent Director (not Papapostolou)
Committee Service – Audit	20,000	Per member
Committee Service – Compensation	15,000	Per member
Committee Service – CSR	15,000	Per member
Committee Service – Nominating & Corporate Governance	10,000	Per member
Committee Chair – Audit	40,000	Not applicable to Papapostolou
Committee Chair – Compensation	30,000	Not applicable to Papapostolou
Committee Chair – CSR	30,000	Not applicable to Papapostolou
Committee Chair – Nominating & Corporate Governance	20,000	Not applicable to Papapostolou

Proration: New directors receive a prorated annual equity grant based on appointment date and expected service remainder of the year .

Performance Compensation

Equity Type	Grant Practice	Vesting	Performance Metrics
RSUs (annual grant)	$250,000 grant value, sized using prior 20-day avg price	Fully vested on grant date; settlement per director election (defer option available)	None (time-based only; no TSR/financial metrics for directors)

Other Directorships & Interlocks

Current Boards: IEP (director), Viskase (director, chairman) .
Recent Board: CVR Energy (director, chairman) until March 2025 .
Icahn Group Agreement: Two designees (Jesse Lynn and Ted Papapostolou) appointed under the March 17, 2025 agreement; Icahn Group agreed not to conduct a proxy contest for the 2025 Annual Meeting .
Resignation thresholds tied to Icahn Group ownership: If holdings fall below ~10.55M shares, one designee must resign; below ~5.28M shares, both designees must resign; standstill prohibits the Icahn Group from acquiring ≥5% during the standstill period (absent company breach) .

Expertise & Qualifications

Corporate finance and accounting leadership (CFO of IEP; prior Chief Accounting Officer) .
Public company governance credentials (IEP director, Viskase chairman; prior CVR Energy chairman) .
Audit discipline foundation (Grant Thornton audit practice) .
Selected by CZR pursuant to the Icahn Group nomination agreement due to finance/accounting expertise and leadership experience .

Equity Ownership

Holder	Shares Beneficially Owned (#)	% of Shares Outstanding	Notes
Ted Papapostolou	6,126	<1%	As of April 1, 2025; CZR outstanding shares 212,145,588

Director stock ownership guideline: Non-employee directors must hold CZR shares equal to 5x annual cash retainer; five years allowed to reach compliance. As of Dec 31, 2024, all non-employee directors met guidelines, but Papapostolou joined in 2025 (compliance timeline applies prospectively) .

Governance Assessment

Strengths: Independent status; deep finance/accounting background; public company chair experience; addition under a structured nomination agreement with standstill and resignation triggers adds clarity to influence and mitigates prolonged contest risk .
Risks/RED FLAGS:
- Icahn affiliation/interlock: As IEP CFO and an Icahn Group designee, potential for activist-driven agendas; mitigated by standstill (no ≥5% accumulation) and ownership-based resignation thresholds .
- Limited committee engagement to date: No committee assignments as of the proxy, reducing near-term influence on audit/compensation processes; committee roles may evolve post-appointment .
Board effectiveness signals: 2024 attendance was 100% among incumbents; robust independent director executive sessions; structured committee oversight of risk, including cybersecurity and gaming compliance .
Shareholder sentiment: 2024 say‑on‑pay approval ~82% suggests acceptable pay governance baseline; Compensation Committee reduced metric overlap and moved to FCF in 2025 PSUs for executives, reflecting responsiveness to investor feedback (context for overall board governance quality) .

Insider Trades

Item	Detail
Latest CZR Form 4 activity (Papapostolou)	Not disclosed in the 2025 proxy; Section 16 note references one late Form 4 for Courtney Mather due to administrative error; no late filings mentioned for Papapostolou .

Notes on Related Party Transactions (context)

Related party transaction policy: Audit Committee review/approval required; conflicts assessed per Code and charter .
Disclosed board-related leases: Certain sportsbook space leases with casinos co-owned by director Michael Pegram and Carano family; board concluded independence remains unimpaired for Pegram given small economic magnitude. No related party transactions disclosed involving Papapostolou .

Appointment Agreement Terms (detail)

Provision	Summary
Appointment & nomination	Icahn designees (Lynn, Papapostolou) appointed Mar 17, 2025 and nominated for the 2025 Annual Meeting .
Standstill	Icahn Group will not acquire ≥5% of CZR common stock during the standstill period (subject to carve-outs); no proxy contest for 2025 .
Ownership thresholds	If collective holdings drop below ~10.55M shares, one designee must resign; below ~5.28M, both must resign .
Committees	As of proxy date, designees not appointed to any board committees .

Overall, Papapostolou brings strong finance/accounting governance expertise and activist-aligned oversight experience. His independence, low direct CZR ownership, and current absence from committees temper near‑term influence, while the Icahn agreement’s standstill and resignation mechanics partially mitigate conflict and contest risks for investors evaluating board effectiveness .