Felicia Hendrix
PENN EntertainmentAbout Felicia Hendrix
Felicia R. Hendrix is Executive Vice President, Chief Financial Officer and Principal Accounting Officer of PENN Entertainment, serving as CFO since March 2021 and PAO since February 25, 2024; she oversees Accounting, Finance, Internal Audit and Procurement . She holds a bachelor’s degree from the University of Virginia and an MBA from UVA’s Darden School of Business . Age: 56 (Equilar profile, 2025) ; previously disclosed age 54 as of April 10, 2023 in the company’s proxy . Pay-for-performance design: annual STIP tied to Adjusted EBITDAR , 2023 STIP paid at 99.1% of target , and PSUs emphasize financial (Retail Adj. EBITDAR, Interactive Adj. EBITDA) and operational metrics, with weighting moved to 70% financial in 2024 and 80% financial in 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Barclays | Managing Director & Equity Research Analyst | Not disclosed | Covered gaming, lodging & leisure; recognized in Institutional Investor surveys |
| Lehman Brothers | Managing Director | Not disclosed | Senior sell-side role covering sector peers, informs finance/strategy rigor |
External Roles
None disclosed in company filings (no related-party transactions involving Hendrix reported) .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $712,500 | $844,808 | $898,077 |
| STIP Target (% of Base) | 100% (other NEOs) | 100% (other NEOs) | 125% (other NEOs) |
| STIP Target ($) | n/a | $850,000 | $1,125,000 |
| STIP Actual Payout ($) | $746,197 | $824,500 | $708,750 |
| All Other Compensation ($) | $91,433 | $100,150 | $106,829 |
| Total Compensation ($) | $2,813,498 | $4,008,017 | $5,963,754 |
Performance Compensation
STIP metrics (design and results)
| Year | Metric | Threshold | Target | Maximum | Achievement | Payout |
|---|---|---|---|---|---|---|
| 2023 | Corporate Adjusted EBITDAR | $1.647B | $1.938B | $2.229B | $1.897B (post final adjustment) | 99.1% of target |
| 2024 | Corporate Adjusted EBITDAR | Committee-set (consistent with guidance) | Target consistent with guidance | Increased STIP max to 200% of target | Design only (results not tabulated in proxy) | STIP metric = Adjusted EBITDAR |
PSU framework and weightings
- 2024 PSUs: Financial metrics (70%) split: Retail Adj. EBITDAR (50%), Interactive Adj. EBITDA (20); Operational metrics (30%): database growth (10), omnichannel play (10), ESPN BET market share (10) .
- 2025 PSUs: Financial metrics increased to 80%, operational reduced to 20% .
2022 PSU final tranche (earned in 2024)
| Name | Target PSUs (Tranche 3) | Payout (% of Target) | Earned PSUs |
|---|---|---|---|
| Felicia Hendrix | 5,982 | 83% | 4,957 |
2024 Grants of Plan-Based Awards (Felicia Hendrix)
| Grant Type | Grant Date | Award Date | Threshold | Target | Maximum | Other Details |
|---|---|---|---|---|---|---|
| STIP (Cash) | — | — | $703,125 | $1,125,000 | $2,812,500 | 2024 STIP design |
| Stock Options | 1/3/2024 | — | — | — | — | 106,812 options; Exercise price $25.95; 25% vest annually over 4 years |
| PSUs (2022 tranche) | 4/15/2024 | 2/15/2022 | 2,991 | 5,982 | 8,973 | 3-year service; one-year performance period |
| PSUs (2023 tranche) | 4/15/2024 | 2/28/2023 | 16,473 | 32,946 | 49,419 | 3-year service; one- and two-year perf. periods |
| PSUs (2024 award) | 4/15/2024 | 4/15/2024 | 53,892 | 107,784 | 215,568 | 3-year performance and service periods |
Equity Ownership & Alignment
Beneficial ownership (as of April 1, 2025)
| Holder | Shares Beneficially Owned | % of Common Stock |
|---|---|---|
| Felicia Hendrix | 211,471 | 0.14% |
- Shares acquirable within 60 days (options) for Hendrix: 99,338 .
- Hedging/Pledging: Company policy prohibits hedging and pledging by directors and employees, including executive officers .
- Stock ownership guidelines: CEO 6× base salary; other executive officers 3× base salary; required within 5 years; Committee expects all other NEOs to meet deadlines (temporary waiver noted for Mr. George due to stock compression) .
- Options status: All unvested stock options were underwater as of December 31, 2024 .
Outstanding Equity Awards at FY 2024 (selected Hendrix line items)
| Instrument | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Stock Awards Not Vested (#) | Equity Incentive Plan Awards Unearned (#) |
|---|---|---|---|---|---|---|
| Options | 8,773 | 2,924 | 117.82 | 2/23/2031 | 17,946 | — |
| Options | 14,202 | 14,203 | 50.64 | 1/4/2032 | 16,473 | 32,946 |
| Options | 19,817 | 59,454 | 29.27 | 1/4/2033 | — | 107,784 |
| Options | — | 106,812 | 25.95 | 1/3/2034 | — | — (25% vest annually 2025–2028) |
Deferred Compensation (2024)
| Executive | Exec Contributions ($) | Company Contributions ($) | Aggregate Earnings ($) | Aggregate Balance YE ($) |
|---|---|---|---|---|
| Felicia Hendrix | $172,258 | $85,929 | $173,741 | $1,073,370 |
Insider transactions (alignment and selling pressure)
| Date | Type | Shares | Price | Post-Transaction Direct Holdings |
|---|---|---|---|---|
| Sep 6, 2023 | Open market purchase | 11,162 | $22.41 | 27,975 |
| May 6, 2024 | Open market purchase | 16,157 | $15.473 (weighted avg) | 68,596 |
| Feb 25, 2025 | RSU vest (A) | 4,957 | $0 | 121,734 (before tax withholding) |
| Feb 25, 2025 | Tax withholding (F) | 9,601 | $21.07 | 112,133 (direct) |
Employment Terms
| Term | Detail |
|---|---|
| Agreement Term | Hendrix agreement dated Feb 19, 2024; expires Jan 1, 2027 |
| Severance (without cause or resignation for good reason) | Cash equal to 2× base salary plus 1.5× target bonus; pro-rated annual bonus for year of termination; benefits via COBRA reimbursement (if enrolled) |
| Change-of-Control (double trigger; termination within 24 months) | Cash equal to 2× (base salary + target bonus); pro-rated annual bonus; accrued but unpaid prior-year bonus |
| Non-compete | 12 months post-termination if “for cause” or for duration of Severance Period if “without cause”/good reason; scope within 150 miles of facilities where PENN owns/operates or is seeking to operate |
| Non-solicit | 18 months post-termination (executive/management-level employees) |
| Good Reason definition | Duties inconsistent with position; compensation reduction; materially increased travel; required relocation; material breach of agreement |
| Cause definition | Felony/misdemeanor involving fraud/dishonesty/physical harm; gaming unsuitability; material breach of agreement/policy; misappropriation; failure to perform/repeated insubordination; willful illegal/gross misconduct injurious to company |
| Equity acceleration (2022 Plan) | Upon double-trigger CoC separation within 2 years: options/SARs vest and become exercisable; RS/RSUs vest; performance awards vest at target |
| Clawback | Policy exceeds Dodd-Frank; covers performance-based and time-based incentives in restatement scenarios |
| Tax gross-ups | None; “best net” cutback applies for 280G excise tax optimization |
| PAO appointment (no comp change) | Appointed principal accounting officer effective Feb 25, 2024; no compensation changes |
Potential Payments (illustrative tables in proxy)
| Scenario (as of 12/31/2024) | Cash Severance | Restricted Shares | Deferred Comp | Total |
|---|---|---|---|---|
| Termination without cause | $3,487,500 | $344,491 | — | $3,831,991 |
| Death | — | $3,486,536 | $70,775 | $3,557,311 |
| Disability | — | $3,486,536 | — | $3,486,536 |
| Change in control (no termination) | — | — | $70,775 | $70,775 |
| CoC termination without cause or resignation for good reason | $4,050,000 | $3,486,536 | $70,775 | $7,607,311 |
Compensation Structure Analysis
- Year-over-year increases: base salary rose to $900,000 in 2024 (+6%) to align with market benchmarks; non-CEO NEOs’ STIP target increased to 125% of base salary (from 100%), and STIP max increased to 200% of target to align with peers .
- Shift to longer performance horizon: 2024 PSUs moved to full three-year cumulative performance period and adopted 70% financial metrics, subsequently increased to 80% in 2025—addressing prior shareholder feedback on short-term metrics .
- Underwater options: all unvested options were underwater at YE 2024, limiting near-term in-the-money optionality .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay support: 58.7% of votes in favor; Board led engagement with investors representing ~44% of shares and enhanced disclosure/metric rigor in response .
- 2023 Say-on-Pay support: over 90% support, reflecting confidence in program changes at that time .
Governance, Policies & Peer Group
- Hedging/pledging prohibitions and robust ownership guidelines for executives (3× base salary within 5 years) .
- Compensation peer group (sample 2024/2025 set): Boyd, Caesars, DraftKings, Electronic Arts, Lions Gate, Las Vegas Sands, MGM, Red Rock, Roku, Sirius XM, Wynn; Live Nation included in 2025 peer group; Zynga removed post-acquisition .
Performance & Track Record Notes
- CFO Sarbanes-Oxley certifications on Q3 2025 10-Q (Sections 302 and 906) evidence oversight of disclosure controls and financial reporting .
- Company shifted PSU weightings toward financial outcomes and expanded transparency, aligning long-term incentives with Retail Adj. EBITDAR and Interactive Adj. EBITDA targets .
Investment Implications
- Alignment: Insider open-market purchases in September 2023 and May 2024, and policies prohibiting hedging/pledging, support alignment; ownership guidelines require material equity exposure .
- Incentive rigor and horizon: 3-year PSUs with majority financial weighting (moving to 80%) and STIP anchored to Adjusted EBITDAR reduce discretionary outcomes and tie pay to operating performance .
- Retention economics: Double-trigger CoC protection (2× cash multiple) and non-compete/non-solicit covenants mitigate transition risk but result in meaningful separation costs in change-of-control scenarios .
- Near-term selling pressure: With all unvested options underwater at YE 2024, optionality-driven selling pressure is muted; RSU vesting/withholding events are standard and not open-market sales .
- Shareholder sentiment: 2024’s 58.7% Say-on-Pay result signals elevated scrutiny; subsequent program changes (longer performance horizon, increased financial weighting) address concerns but warrant monitoring of future vote outcomes .