Carlos Ruisanchez
PENN EntertainmentAbout Carlos Ruisanchez
Carlos Ruisanchez is an independent Class II director at PENN, elected by shareholders on June 17, 2025; he is 54 years old and holds a BS in Finance from the University of Connecticut and an MBA from UC Berkeley Haas . He is a seasoned finance executive and former gaming industry CFO/President with a track record in capital allocation, M&A, and growth initiatives, including sale-leaseback and accretive buybacks at Pinnacle Entertainment prior to its merger into PENN . As a newly elected director, he has no committee assignments yet per the 2025 proxy biography .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pinnacle Entertainment | EVP, Strategic Planning & Development | 2008–2011 | Led expansion planning and acquisitions in casino operations |
| Pinnacle Entertainment | CFO | 2011–2013 | Oversaw finance/admin, drove profitability initiatives |
| Pinnacle Entertainment | President & CFO | 2013–2018 | Executed Ameristar acquisition, share repurchases, GLPI sale-leaseback; strategic discussions culminating in merger with PENN |
| Bear Stearns & Co. | Roles incl. Senior Managing Director | 1997–2008 | Advised gaming/lodging/leisure clients on strategic/financial matters |
| Sorelle Capital & Sorelle Hospitality | Founding Partner | Since 2019 | Hospitality/consumer/real estate investing |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southwest Gas Holdings (NYSE: SWX) | Director | Since 2022 | Not disclosed |
| Cedar Fair Entertainment Company (NYSE: FUN) | Director | 2019–2024 | Not disclosed |
| Pinnacle Entertainment (NYSE: PNK) | Director | 2016–2018 | Not disclosed |
Board Governance
- Independence and appointment: Ruisanchez is an independent Class II director nominee (now elected), with “Committees: None” indicated in his proxy biography; independence aligns with PENN’s practice of fully independent Audit, Compensation, and Nominating & Corporate Governance Committees .
- Board/committee activity: The Board held 19 meetings in 2024; each director attended at least 75% of Board/committee meetings, and all but one attended the 2024 Annual Meeting (individual attendance for new 2025 directors not yet applicable) .
- Committee oversight architecture: Audit oversees financial reporting/internal controls/cybersecurity and pre-approves related-person transactions; Compensation oversees executive pay, risks, and succession; Nominating & Corporate Governance oversees board composition, independence, and shareholder engagement; Compliance is chaired by an independent non-director subject matter expert and oversees regulatory compliance/whistleblower program .
- Ownership and conduct policies: Directors must reach stock ownership equal to 5x annual cash retainer within five years; policies prohibit hedging/pledging and short selling/options trading in company securities; clawback policy exceeds Dodd-Frank and covers time-based and performance-based incentives .
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Annual Board Retainer | $50,000; payable in cash or restricted stock at director’s election; restricted stock forfeiture restrictions lapse on first anniversary |
| Committee Membership Fee (Audit) | $10,000 per member |
| Committee Membership Fee (Compensation) | $10,000 per member |
| Committee Membership Fee (Compliance) | $10,000 per member |
| Committee Membership Fee (Nominating & Corporate Governance) | $5,000 per member |
| Chair Retainer (Audit) | +$15,000 |
| Chair Retainer (Compensation) | +$10,000 |
| Chair Retainer (Nominating & Corporate Governance) | +$10,000 |
| Annual Equity Grant (Non-Employee Directors) | $250,000 grant value in cash-settled RSUs or restricted stock; vests on first anniversary |
| Annual Equity Grant (Board Chair) | $375,000 grant value in cash-settled RSUs or restricted stock; vests on first anniversary |
Performance Compensation
| Feature | Details |
|---|---|
| Performance metrics tied to director pay | None disclosed; director equity is time-based (RSUs or restricted stock) vesting after one year |
| Clawback coverage | Company’s clawback policy applies to all outstanding awards, including time-based incentives, enabling cancellation per policy terms |
Note: Performance metrics (e.g., revenue/EBITDA/TSR) apply to executive PSUs; directors receive time-based equity without performance hurdles .
Other Directorships & Interlocks
| Company | Relationship to PENN | Interlock/Conflict Considerations |
|---|---|---|
| Southwest Gas Holdings (SWX) | Unrelated utility | No apparent customer/supplier relationship; no conflict disclosed |
| Cedar Fair (FUN) | Entertainment/amusement parks | Not identified as related-party; no transactions disclosed with PENN |
| Pinnacle Entertainment (PNK) | Predecessor entity acquired by PENN | Historical affiliation; not a current related-party exposure |
Expertise & Qualifications
- Finance/Capital Allocation: Former public-company CFO/President with deep accounting, capital structure and allocation expertise; experience executing accretive buybacks and sale-leaseback .
- Industry experience: Long-tenured gaming/casino operator executive overseeing new property openings and acquisitions; prior decade advising gaming/lodging/leisure at Bear Stearns .
- Strategic planning/M&A: Led Ameristar acquisition, GLPI sale-leaseback, and strategic steps culminating in Pinnacle’s merger into PENN; brings transaction execution discipline .
- Education: BS Finance (UConn) and MBA (UC Berkeley Haas) .
Equity Ownership
| Item | Status |
|---|---|
| Beneficial ownership (PENN) as of April 1, 2025 | Not listed in Security Ownership table because he was a new director nominee/elected June 17, 2025; table includes incumbents as of April 1, 2025 |
| Ownership guideline | Must reach 5x annual cash retainer within five years of joining Board; compliance monitored annually by CLO |
| Hedging/Pledging | Prohibited under insider trading policy (no hedging, no pledging, no short selling/options trading) |
| Related-party pledges/loans | None disclosed; no significant related party transactions beyond disclosed office leases with chairman emeritus affiliates |
Governance Assessment
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Positive signals
- Independent director with CFO/President experience in gaming and deep transaction discipline; adds finance/industry expertise aligned to risk mitigation and growth oversight .
- Strong governance architecture: independent Board Chair, fully independent key committees, compliance committee chaired by external expert; robust stock ownership guidelines and expanded clawback policy covering time-based incentives .
- Board refreshment: nomination/election of Ruisanchez and Hartnett expands finance/digital/gaming skills, aligning with strategic needs .
-
Risks/RED FLAGS
- 2025 Say-on-Pay advisory vote received low approval (Votes For: 38.4M vs. Against: 65.1M), signaling shareholder dissatisfaction with executive pay; Board notes intent to engage further—elevated governance scrutiny likely .
- Related-party exposure limited to legacy office leases with chairman emeritus affiliates ($1.1M rent in 2024); Audit Committee oversees related-person transactions—no additional related person transactions proposed since Jan 1, 2024 .
- As a new director, committee assignments/attendance history are not yet available; monitor 2025–2026 integration, committee placement, and equity ownership guideline progress .
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Shareholder engagement and responsiveness
- Board conducts biannual engagement overseen by Nominating & Corporate Governance; recent enhancements include ERM formalization, cyber tabletop, LTIP redesign toward multi-year/financial metrics, and clawback expansion .
Overall, Ruisanchez’s profile strengthens PENN’s board in capital allocation and gaming operations while current red flags are company-level (say‑on‑pay), not individual conflicts; continued oversight of pay design and interactive segment profitability remains a priority for investor confidence .