Peter Carlino
About Peter Carlino
Peter M. Carlino, age 78, has served as GLPI’s Chairman and CEO since its inception in February 2013, after founding and leading PENN Entertainment as CEO (1994–2013) and serving as PENN’s Chairman through 2019; he also leads Carlino Capital Management Corp. since 1976 and serves on boards of Penn State Health entities . Under Carlino’s leadership, GLPI delivered three-year TSR of 19.12% (73rd percentile vs net-lease peers), increased the quarterly dividend to $0.76 (+26.7% since Q4 2020), and reported AFFO per diluted share of $3.77 in 2024 . GLPI’s portfolio expanded from 21 properties in 2013 to 68 properties by year-end 2024, supported by investment-grade ratings and leases with remaining terms of 23–97 years .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PENN Entertainment, Inc. | Founder; Chief Executive Officer; Chairman (later Chairman Emeritus) | CEO 1994–2013; Chair 1994–2019; Chairman Emeritus current | Built leading gaming operator; experience and alignment cited by GLPI board as invaluable for long-term value creation . |
| Carlino Capital Management Corp. | Chairman & CEO; executive capacity since formation | Since 1976 | Ongoing strategic planning and oversight of diversified Carlino family businesses . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Penn State Health; Penn State Health/St. Joseph Regional Health Network | Director | Not disclosed | Health system governance experience, community engagement . |
| PENN Entertainment, Inc. | Chairman Emeritus | Current | Ongoing industry relationships and perspective . |
Fixed Compensation
- CEO base salary: $1,808,468; unchanged since 2012 .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $1,808,468 | $1,808,468 | $1,808,468 |
| All Other Compensation ($) | $560,321 | $546,915 | $845,077 |
| Total Compensation ($) | $14,989,182 | $15,947,667 | $14,853,214 |
2024 perquisites breakdown:
| Component | 2024 Amount ($) |
|---|---|
| Company contributions to deferred compensation plan | 271,270 |
| Company 401(k) contributions | 10,350 |
| Personal use of company vehicle | 2,275 |
| Personal use of company airplane | 553,968 |
| Other (country club) | 7,214 |
| Total | 845,077 |
Bonus opportunity ranges:
| Executive | Threshold | Target | Maximum |
|---|---|---|---|
| Chairman & CEO | 50% of base salary | 100% of base salary | 200% of base salary |
Performance Compensation
Annual cash bonus structure and 2024 results:
| Metric | Weight | Threshold | Target | Maximum | Actual (2024) |
|---|---|---|---|---|---|
| AFFO Growth (per diluted share) | 35% | $3.69 | $3.75 | $3.82 | $3.77 (64% of max achieved) |
| Dividend Growth (per share, annualized Q4) | 35% | N/A | $2.96 | $3.04 | $3.04 (max achieved) |
| Company Objectives (score) | 20% | 5 | 7 | 9 | 9 (max achieved) |
| Qualitative/Individual | 10% | Committee assessment | Committee assessment | Committee assessment | Max achieved |
2024 bonus outcome (CEO):
| Metric | Value |
|---|---|
| Actual bonus % of base salary | 175% |
| Actual payment ($) | $3,164,819 |
Long-term performance-based equity (structure and 2022 outcome):
- Vesting: 3-year cliff; payout based on relative TSR vs MSCI US REIT index and a defined triple-net REIT peer group; capped at target if absolute TSR is negative .
- Payout curve: 0% below 25th percentile; 50% at 25th; 100% at 50th; 200% at 75th percentile .
- 2022 grants (measurement period ended 12/31/2024): 82nd percentile vs MSCI → 200% earned; 73rd percentile vs triple-net peers → 190% earned; absolute TSR 19.12% (no cap) .
Tracking status of open cycles:
| Program | Performance Period | Metric | Status as of 12/31/2024 |
|---|---|---|---|
| 2024 awards | Jan 2024–Dec 2026 | Relative TSR vs MSCI and triple-net peers | Tracking 87% (MSCI); 154% (triple-net); no payout reduction from absolute TSR |
| 2023 awards | Jan 2023–Dec 2025 | Relative TSR vs MSCI and triple-net peers | Tracking 65% (MSCI); 91% (triple-net); no payout reduction from absolute TSR |
Service-based equity awards (time-vested):
- Vesting: 33.33% per year over three years .
- 2024 grant sizes: CEO 55,000 shares (grant-date fair value $2,714,250) .
2024 equity grants (CEO):
| Grant Type | Grant Date | Target/Number | Grant-Date Fair Value ($) |
|---|---|---|---|
| Time-based RS (3-year vest) | 1/2/2024 | 55,000 shares | $2,714,250 |
| PSU (MSCI US REIT) | 1/2/2024 | 55,000 target; up to 110,000 max | $3,213,100 |
| PSU (Triple-net peers) | 1/2/2024 | 55,000 target; up to 110,000 max | $3,107,500 |
Equity Ownership & Alignment
- Beneficial ownership: 10,751,100 GLPI shares (3.908% of outstanding) including trusts and joint holdings; 54,999 restricted shares; excludes 55,000 LTIP Units .
- Pledging: Carlino Family Trust pledged 1,195,741 shares as collateral; GLPI policy prohibits pledging except under extremely limited circumstances with Audit & Compliance Committee approval .
- Stock ownership guidelines: CEO/President 5x annual base salary; directors 5x annual cash retainer .
Unvested/Unearned awards at 12/31/2024 (CEO): Time-based RS outstanding by grant year:
| Grant Year | Unvested Shares | Market Value ($) at $48.16 |
|---|---|---|
| 2022 | 16,666 | $802,635 |
| 2023 | 36,666 | $1,765,835 |
| 2024 | 55,000 | $2,648,800 |
Performance awards outstanding by grant year:
| Grant Year | Metric Group | Unearned Shares | Market Value ($) |
|---|---|---|---|
| 2022 | MSCI US REIT | 110,000 | $6,287,050 |
| 2022 | Triple-net peers | 110,000 | $6,287,050 |
| 2023 | MSCI US REIT | 55,000 | $2,989,250 |
| 2023 | Triple-net peers | 55,000 | $2,989,250 |
| 2024 | MSCI US REIT | 55,000 | $2,816,000 |
| 2024 | Triple-net peers | 110,000 | $5,632,000 |
Employment Terms
Executive Change in Control and Severance Plan:
- Severance (Qualified Termination): CEO 2x salary + average bonus; benefits up to 18 months; full acceleration of time-based equity; performance awards per terms .
- Change in control + termination within 12 months: CEO 3x salary + average bonus; benefits up to 24 months; pro rata target bonus; equity handled per plan (double trigger; performance at target or actual if greater) .
Potential payments for Peter M. Carlino (as of 12/31/2024):
| Component | Termination without Cause ($) | Death ($) | Disability ($) | Change-of-Control only ($) | COC + Termination without Cause ($) |
|---|---|---|---|---|---|
| Cash Severance Benefit | 10,443,900 | 5,221,950 | 5,221,950 | — | 15,665,850 |
| Benefit Continuation | 646,646 | 646,646 | 646 | — | 861 |
| Restricted Shares Acceleration | 5,217,270 | 5,217,270 | 5,217,270 | — | 5,217,270 |
| Performance-Based RS | 17,663,643 | 23,751,929 | 23,751,929 | 25,427,300 | 25,427,300 |
| Total | $33,325,459 | $34,191,795 | $34,191,795 | $25,427,300 | $46,311,281 |
Plan terms include post-termination restrictive covenants (confidentiality, non-compete, non-solicit); clawback policy consistent with SEC/Nasdaq; no tax gross-ups .
Performance & Track Record
- Three-year TSR: 19.12%; quarterly dividend $0.76 (+26.7% since Q4 2020) .
- Pay vs performance: CEO CAP $16.0M in 2024; Average CAP for non-CEO NEOs $4.46M; AFFO per diluted share 2020–2024: 3.45, 3.44, 3.55, 3.69, 3.77 .
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| AFFO per diluted share | 3.45 | 3.44 | 3.55 | 3.69 | 3.77 |
| Value of $100 (GLPI TSR) | 105.44 | 128.80 | 146.17 | 147.56 | 153.44 |
Board Governance
- Dual role: CEO + Chairman; Lead Independent Director (Joseph W. Marshall, III) appointed with defined responsibilities including agendas, independent sessions, shareholder liaison, and acting chair succession coverage .
- Committee memberships (2024): Audit & Compliance (Lynton Chair, Shanks, Urdang); Compensation (Perry Chair, Lynton, Marshall); Nominating & Corporate Governance (Schwartz Chair retiring, Chase, Perry) .
- Independence: All directors except Carlino determined independent per Nasdaq and SEC rules; 8 Board meetings in 2024; all directors attended ≥75% of meetings .
- Policy highlights: Anti-hedging; anti-pledging with limited exceptions; director ownership guidelines 5x cash retainer (all in compliance except new director with time to comply) .
Director Compensation (for governance context)
- 2024 standard director compensation: $130,000 cash retainer; $200,000 restricted stock; committee chairs: Audit $35,000, Compensation $25,000, Nominating $22,500; Lead Independent Director $25,000; committee member retainers (Audit $20,000; Compensation $15,000; Nominating $15,000) .
Compensation Structure Analysis
- Majority “at-risk”: Over 60% of NEO pay variable; 67% of equity awards performance-based at target .
- Annual bonus rigor: 90% tied to pre-established goals; maximum payouts require outperformance; dividend targets raised vs prior year; AFFO target increased .
- PSU design: Relative TSR vs two indices; capped at target if absolute TSR negative; three-year cliff; linear interpolation; change-of-control vesting at target or greater actual achievement .
- Governance safeguards: No single-trigger change-of-control; clawback policy; anti-hedging/pledging; stock ownership guidelines; no tax gross-ups .
Equity Ownership & Insider Activity Indicators
- Significant insider alignment: Carlino beneficially owns ~3.9% of GLPI shares (10.75M) including trusts and joint holdings; 54,999 restricted shares; LTIP units excluded .
- Pledging red flag: Carlino Family Trust pledged 1,195,741 shares, which merits monitoring despite policy allowing limited exceptions subject to committee approval .
- Section 16(a) compliance: One late Form 4 filing for Carlino in 2024 noted; otherwise timely for the year .
Say‑on‑Pay & Shareholder Feedback
- Say-on-pay support: ~95% approval at 2024 Annual Meeting; ongoing proactive investor engagement (>300 contacts in 2024) .
Compensation Peer Group (2024)
- Net lease REITs and gaming operators used to benchmark, with Ferguson Partners Consulting advising; peers include Realty Income, VICI, NNN REIT, Welltower, EPR, Rexford Industrial, and gaming companies (Boyd, Caesars, MGM, PENN, Wynn) .
Related Party Transactions
- None reportable; conflicts overseen by Audit & Compliance Committee .
Employment Contract & Restrictions
- No individual employment agreement; covered by CiC & Severance Plan with restrictive covenants (confidentiality, non-compete, non-solicit) and benefit forfeiture upon breach .
Investment Implications
- Alignment: Large personal stake, multi-year at-risk PSU design tied to relative TSR, and ownership guidelines support shareholder alignment; dividend and AFFO targets encourage capital discipline .
- Vesting and supply: Significant unearned PSUs and unvested RSs could create periodic settlement-related supply; 2022 PSU cycle paid at high multiples (200%/190%), with 2023/2024 cycles tracking favorably .
- Risk monitors: Trust-level pledging (1.2M shares) and dual CEO/Chair structure warrant governance oversight; mitigants include strong Lead Independent Director role, majority independent board, and no single-trigger CIC benefits .
- Retention and change-of-control economics: Robust double-trigger CIC benefits for CEO (3x salary+avg bonus, equity vesting terms) reduce transition risk but represent meaningful potential outlays in strategic scenarios; monitor incentive effects on deal timing .
- Share plan overhang: Request to add 4.5M shares to 2013 plan (aggregate authorized to ~6.75M) with low three-year burn rate (~0.28%) suggests modest dilution while preserving long-term equity-based incentives .