Chris Rogers
Executive Vice President, Chief Strategy and Legal Officer and Secretary at 
PENN Entertainment
PENN EntertainmentExecutive
About Chris Rogers
Chris Rogers is Executive Vice President, Chief Strategy & Legal Officer and Secretary at PENN, serving as Chief Strategy Officer since January 2020 and assuming company Secretary and legal/compliance oversight in 2023. He previously served as SVP, Corporate Development and VP, Deputy General Counsel, and earlier was a corporate attorney at Vinson & Elkins and Ropes & Gray, and a CPA at PwC and Arthur Andersen; he holds a BBA from the University of Oklahoma and a J.D. from Harvard Law School . For 2024, PENN’s STIP was tied to consolidated Adjusted EBITDAR with 89% of target achieved, resulting in a 63% of target payout for Rogers; company “Pay vs Performance” shows 2024 cumulative TSR equivalent to $77.54 vs $102.89 for peer index, and Adjusted EBITDAR of $1,292.3M . His current employment agreement (dated March 10, 2022) expires June 30, 2025, with double-trigger change-in-control protections and robust restrictive covenants .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PENN Entertainment | EVP, Chief Strategy & Legal Officer and Secretary | Jan 2020–present | Leads strategic growth initiatives; oversees legal and compliance to support omnichannel and digital priorities |
| PENN Entertainment | SVP, Corporate Development | Not disclosed | Corporate development for growth/M&A |
| PENN Entertainment | VP, Deputy General Counsel | Not disclosed | Legal support and governance |
| Vinson & Elkins | Corporate Attorney | Not disclosed | Corporate legal advisory |
| Ropes & Gray | Corporate Attorney | Not disclosed | Corporate legal advisory |
| PwC | CPA | Not disclosed | Financial/accounting expertise |
| Arthur Andersen | CPA | Not disclosed | Financial/accounting expertise |
External Roles
No public company directorships or external board roles disclosed for Rogers .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $671,202 | $723,079 | $797,115 |
| Target Bonus (%) | — | — | 125% of base (STIP opportunity) |
| Actual STIP Paid ($) | $704,504 | $703,250 | $630,000 (63% of $1,000,000 target) |
| All Other Compensation ($) | $89,843 | $91,979 | $95,918 |
Performance Compensation
STIP – 2024 Design and Outcome
| Metric | Threshold (50% payout) | Target (100%) | Maximum (200%) | Actual Achievement | Outcome |
|---|---|---|---|---|---|
| Adjusted EBITDAR | $1,236M | $1,454M | $1,672M | $1,292M (89% of target) | 63% payout; Rogers received $630,000 |
LTIP – Structure and Weighting (from 2024 redesign)
| Award Type | Weighting | Performance Metrics | Period | Notes |
|---|---|---|---|---|
| PSUs | 50% for NEOs (CEO 75%) | Financial 70%: Retail Adj. EBITDAR (50%), Interactive Adj. EBITDA (20); Operational 30%: database growth (10), omnichannel play (10), ESPN BET market share (10) | 3-year cumulative starting 2024 | 2025 PSUs increase financial weighting to 80% |
| Stock Options | 50% for NEOs (CEO 25%) | Stock price appreciation | 4-year ratable vest (25% annually) | Options only have value if stock rises |
2024 LTIP Target Values (Rogers)
| Component | Target Value ($) |
|---|---|
| PSUs | $1,600,000 |
| Stock Options | $1,600,000 |
| Total 2024 LTIP Target | $3,200,000 |
Grants of Plan-Based Awards – 2024 (Rogers)
| Grant | Award Date | Shares/Units at Target (#) | Exercise Price ($) | Grant Date Fair Value ($) |
|---|---|---|---|---|
| Stock Options | 1/3/2024 | 94,944 | 25.95 | 1,600,007 |
| PSUs (2022 tranche for 2024 period) | 2/15/2022; criteria set 4/15/2024 | 5,647 target (2,824 threshold; 8,471 max) | — | 94,305 |
| PSUs (2023 remaining for 2024–2025) | 2/28/2023; criteria set 4/15/2024 | 19,270 target (9,635 threshold; 28,905 max) | — | 321,809 |
| PSUs (2024 3-year award) | 4/15/2024 | 95,808 target (47,904 threshold; 191,616 max) | — | 1,599,994 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 217,557 shares; 0.14% of common stock outstanding (151,234,547 shares as of Apr 1, 2025) |
| Options Exercisable within 60 days | 130,077 included in beneficial ownership |
| Unvested Time-Based Awards | 16,943 shares/units; market value $335,810 at $19.82 (12/31/2024) |
| Unvested Performance Awards (Unearned) | 19,270 and 95,808 units; payout value $381,931 and $1,898,915 at $19.82 |
| Outstanding Option Lots (selected) | 3,584 @ $30.74 exp 1/3/2025; 24,290 @ $19.45 exp 1/3/2029; 23,485 @ $26.14 exp 1/3/2030; 11,454/3,818 @ $80.89 exp 1/5/2031; 13,409/13,409 @ $50.64 exp 1/4/2032; 11,590/34,773 @ $29.27 exp 1/4/2033; 94,944 unexercisable @ $25.95 exp 1/3/2034 |
| Ownership Guidelines | Other executive officers must hold 3x base salary; expected to meet compliance deadlines; no hedging/pledging permitted |
| Hedging/Pledging | Prohibited by policy (options trading, short selling, hedging, pledging/margin) |
Employment Terms
| Term/Provision | Detail |
|---|---|
| Agreement Date & Term | Executive agreement dated March 10, 2022; expires June 30, 2025 |
| Non-Compete | Prohibits competition within 150 miles of any Company facility; duration 12 months post-termination for cause, or for the Severance Period if terminated without cause (Rogers’ Severance Period is 18 months) |
| Non-Solicit | 18 months post-termination (executive/management level employees) |
| Confidentiality | Prohibitions on disclosure/use of Company confidential information |
| Severance (No Cause) – Formula | 18 months of base salary plus 1.5x average of last two full-year bonuses; COBRA continuation during Severance Period |
| Change-in-Control (Double Trigger) – Formula | 2x base salary + target cash bonus if terminated without cause or resign for good reason within 12 months post-CoC; special pre-close announcement provision as disclosed |
| Clawback | Robust clawback policy; expanded in 2025 to include time-based equity awards in addition to performance-based incentives |
| Tax Gross-Ups | No excise tax gross-ups on change-in-control severance |
Potential Payments – Quantified (as of Dec 31 valuation dates)
| Scenario | 2023 Amount ($) | 2024 Amount ($) |
|---|---|---|
| Termination Without Cause (cash severance + benefits + equity) | $4,540,772 | $2,560,759 |
| Change-in-Control Termination Without Cause/Good Reason (cash severance + benefits + equity) | $5,945,744 | $6,447,974 |
| Death/Disability (equity acceleration) | $3,012,364 | $2,812,399 |
| Notes | Includes restricted share values at $26.02 (12/29/2023) and $19.82 (12/31/2024); 2024 disclosure notes all unvested stock options were underwater as of 12/31/2024 |
Compensation Structure Analysis
- Equity-heavy incentives: Rogers’ 2024 LTIP target was $3.2M split evenly between PSUs and options; PSUs moved to a three-year, majority financial metric design (70% in 2024, rising to 80% in 2025), increasing pay-for-performance rigor and tying outcomes to Retail Adjusted EBITDAR and Interactive Adjusted EBITDA .
- STIP alignment: 2024 STIP based solely on consolidated Adjusted EBITDAR; payout at 63% of target reflects under-target performance (89% of target achievement), aligning cash bonuses with near-term operating results .
- Options under water: Company disclosed all unvested options were underwater at 12/31/2024, reducing near-term option-driven selling pressure and further aligning realizable pay with shareholder outcomes .
- Shareholder feedback response: 2024 say-on-pay support was 58.7%; Board increased financial weighting in PSUs to 80% for 2025 and conducted extensive off-season engagement, indicating ongoing pay-design adjustments to address investor concerns .
Related Policies and Programs
- Deferred Compensation Plan: Executives may defer up to 90% of salary/bonus; Company matches 50% of deferrals for first 10% (max 5% of salary/bonus); investments in mutual funds via grantor trust; Rogers received $75,018 Company matching in 2024 and $71,379 in 2023 under “All Other Compensation” .
- Insider Trading: Prohibits derivatives, short sales, hedging, pledging/margin use by directors/officers .
- Stock Ownership Guidelines: CEO 6x salary; other executive officers 3x salary; compliance expected within 5 years; committee temporarily waived deadline for another NEO due to stock volatility, but expects other NEOs (including Rogers) to meet deadlines .
Investment Implications
- Stronger financial alignment: PSU framework now emphasizes multi-year financial outcomes (Retail Adj. EBITDAR, Interactive Adj. EBITDA), improving pay-for-performance and potentially reducing discretionary payouts; for 2025, financial weighting increases to 80% .
- Limited near-term selling pressure: Underwater options at year-end 2024 and a mix of PSUs reduce incentives to sell; however, 130,077 options are exercisable within 60 days—monitor stock levels near the $19.45 and $25.95 strikes for potential exercise/sales as conditions change .
- Retention and transition watch: Rogers’ agreement expires June 30, 2025; severance (18 months salary + 1.5x recent bonus average) and double-trigger CoC terms mitigate abrupt departure risk, but renewal terms and role scope should be monitored amid ongoing compensation program changes .
- Governance signal: 58.7% say-on-pay support in 2024 is a yellow flag on compensation alignment; Board’s engagement and program redesigns suggest continued evolution—investors should track 2025 PSU metric outcomes and any further revisions to incentive mix/targets .