David Handler
PENN EntertainmentAbout David Handler
David Handler is an independent Class I director and the Board Chair of PENN Entertainment. He is 60, has served on the Board since 1994, and became Board Chair in June 2019. He holds a BA in Marketing and an MBA in Finance, both from NYU Stern School of Business. His background is 30+ years in investment banking and technology-sector M&A, including co-founding Tidal Partners in 2022; prior senior roles include Centerview Partners (founding Head of Technology Group), UBS, Bear Stearns, and Jefferies.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tidal Partners (Strategic M&A advisory firm) | Co-Founder and Partner | Since 2022 | Strategy/M&A thought partner; technology and digital expertise supporting PENN’s omnichannel strategy |
| Centerview Partners | Partner; founding Head of Technology Group | 2008–2022 | Led large-scale technology transactions; capital markets/M&A expertise |
| UBS | Managing Director; Co-Head Americas Tech Investment Banking | 2006–2009 | Tech sector coverage; major transactions |
| Bear Stearns & Co. | Managing Director; Co-Head Communications Tech Investment Banking | 2000–2006 | Tech/communications deals |
| Jefferies | Managing Director; Head of New York Investment Banking | 1995–2000 | Investment banking leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None | N/A | PENN’s proxy reports 0 other public company boards for Handler |
Board Governance
- Independent Board Chair since June 2019; director since 1994. The Board has long split the Chair and CEO roles, with Handler responsible for Board information flow and oversight of business affairs. The Board states he adds significant M&A, capital markets and gaming/technology experience to strategic oversight.
- Independence: The Board has determined all directors except the CEO are independent under Nasdaq rules; committees (Audit, Compensation, Nominating & Corporate Governance) are entirely independent. Handler is an independent director.
- Committee assignments: As of 2024/early 2025, Handler is not listed as a member of the Audit, Compensation, Nominating & Corporate Governance, or Compliance Committees; his primary governance role is Board Chair.
- Attendance and engagement: The Board held 19 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings, and all but one attended the 2024 annual meeting. Independent directors meet in executive session.
- Lead Independent Director: For 2024, Barbara Shattuck Kohn served as Lead Independent Director; following her decision not to stand for reelection at the 2025 AGM, the Board expects to appoint a new LID.
- Shareholder engagement: After 2024 say‑on‑pay support of 58.7%, the Board led off-season engagement (contacted ~53% and engaged ~44% of outstanding shares), with participation by the Independent Chair and committee leaders.
Fixed Compensation
| Component | 2024 Program Terms | David Handler 2024 Amount |
|---|---|---|
| Annual Board retainer (cash or restricted stock election) | $50,000 retainer; directors may elect cash or restricted stock (1-year vest) | $50,000 elected as restricted stock in lieu of cash |
| Committee membership fees | $10,000 per Audit, Compensation, or Compliance; $5,000 for Nominating & Governance | $0 (not listed on committees) |
| Committee chair fees | Audit Chair $15,000; Compensation and Nominating Chairs $10,000 | $0 (not a committee chair) |
| Annual equity grant (director) | $250,000 (cash-settled RSUs or restricted stock, 1-year vest) | N/A (Board Chair receives different grant) |
| Annual equity grant (Board Chair) | $375,000 (cash-settled RSUs or restricted stock, 1-year vest) | $375,003 stock awards; total 2024 comp $425,003 |
Performance Compensation
| Element | Structure | Performance Metrics |
|---|---|---|
| Director equity awards | Time-based RSUs or restricted stock vesting on first anniversary of grant | No performance conditions disclosed for director grants |
- Clawback policy: Amended to cover time-based incentives in addition to performance-based incentives; Company states clawback policy exceeds Dodd‑Frank requirements. (Policy discussed at corporate level; not expressly tied to director grants.)
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | 0 (Handler) |
| Interlocks/conflicts | No immediate family relationships among directors/executives; Company reports no significant related party transactions beyond historical office leases with affiliates of the chairman emeritus; Audit Committee pre-approves any related-person transactions. No additional related-person transactions since Jan 1, 2024. |
Expertise & Qualifications
- 30+ years investment banking experience across large, transformative technology transactions; deep strategic planning/M&A expertise; capital markets experience; technology/digital acumen relevant to PENN’s omnichannel strategy.
- Education: NYU Stern BA (Marketing) and MBA (Finance).
- Gaming/regulatory exposure via long tenure at PENN and board oversight, contributing to risk management and capital allocation strategies.
Equity Ownership
| Metric | As of/Term | Amount/Detail |
|---|---|---|
| Shares beneficially owned | April 1, 2025 | 332,941 shares (0.22% of 151,234,547 shares outstanding) |
| Indirect/other holdings | As reported | Includes 20,000 shares held by a charitable foundation over which Handler has discretionary control |
| Outstanding restricted stock (director awards) | As of Dec 31, 2024 | 16,378 shares of restricted stock outstanding |
| Hedging/pledging | Policy | Company prohibits hedging and pledging by directors/officers |
| Director stock ownership guidelines | Policy | Must own ≥5x annual cash retainer value within five years; compliance monitored annually; all non‑employee directors meet or are expected to meet within five years |
Governance Assessment
- Strengths: Independent Board Chair with long-standing M&A and capital markets expertise; independent committee structure; explicit prohibition on hedging/pledging; director ownership guidelines foster alignment; active Board-led shareholder engagement following low say‑on‑pay result; robust related‑party transaction review via Audit Committee.
- Watch items/RED FLAGS: 2024 say‑on‑pay support of 58.7% indicates investor concern about executive compensation design/outcomes; continued monitoring of responsiveness and program evolution is warranted. Long tenure (since 1994) can raise entrenchment optics, though refreshment activity is evident. No committee membership reduces direct committee-level oversight by the Chair, placing emphasis on agenda-setting and full-board oversight.
- Strategic signals: Handler co-signed the proxy letter emphasizing recalibration of ESPN BET execution, disciplined capital allocation, and planned $350M repurchase amid $1.7B liquidity—indicative of Board’s alignment on value creation priorities and oversight of digital performance pivots.