Jane Scaccetti
PENN EntertainmentAbout Jane Scaccetti
Independent Class III Director at PENN Entertainment since 2015; age 71. A Certified Public Accountant with nearly 45 years of finance, tax, and audit experience, she serves as Audit Committee Chair and sits on the Compliance Committee. Education: Temple University (BBA) and Villanova University (MS, Taxation). Recognized as an Audit Committee financial expert, with deep expertise in risk management, cybersecurity oversight, strategic planning, and M&A .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Armanino LLP (successor to Drucker & Scaccetti) | Of Counsel | Since 2022 | Advises on complex tax and governance matters |
| Drucker & Scaccetti, P.C. | Chief Executive Officer; Partner | CEO 2013–2021; Partner 1990–2021 | Led firm strategy; built information security systems; counseled clients on tax planning and corporate transactions |
| Laventhol & Horwath | Partner; Staff/Manager | Partner 1987–1990; Staff/Manager 1977–1987 | First female tax partner of any international accounting firm in Philadelphia; risk and tax advisory |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Myers Industries, Inc. | Director | 2016–2021 | Governance and audit oversight experience |
| The Pep Boys | Director | 2002–2016 | Chaired/joined audit committees over decades across public boards (general disclosure) |
Board Governance
- Committee assignments: Audit Committee Chair; Compliance Committee member .
- Independence: Independent director; all committees comprised solely of independent members and all directors except the CEO are independent under Nasdaq rules .
- Attendance: Board held 19 meetings in 2024; each director attended at least 75% of Board and applicable Committee meetings. All but one director attended the 2024 Annual Meeting of Shareholders .
- Risk oversight: As Audit Chair, responsibilities include oversight of financial reporting, internal controls, external auditor independence, cybersecurity oversight, and review/pre-approval of related-person transactions .
- Compliance oversight: As a Compliance Committee member, responsibilities include monitoring gaming regulatory compliance, whistleblower hotline matters, vendor due diligence, and suitability of new directors .
Fixed Compensation (Director Pay)
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board Retainer | 50,000 | Electable in cash or restricted stock; restricted stock vests in 1 year |
| Audit Committee Membership Fee | 10,000 | Standard committee member fee |
| Compliance Committee Membership Fee | 10,000 | Standard committee member fee |
| Audit Committee Chair Retainer | 15,000 | Additional chair retainer |
| Total Fees Eligible (Retainer + Committee + Chair) | 85,000 | She elected restricted stock in lieu of cash for this amount |
| 2024 Director Compensation | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Jane Scaccetti | 85,000 | 250,002 | 335,002 |
- Director equity grant policy: Non-employee directors (other than the Board Chair) receive annual grants valued at $250,000 in cash-settled RSUs or restricted stock at election; vesting on first anniversary .
- Ownership guidelines: Non-employee directors must hold shares equal to ≥5x annual retainer within 5 years; Company monitors compliance annually .
Performance Compensation
| Element | Grant Value ($) | Instrument | Vesting | Outstanding Units (as of 12/31/2024) | Notes |
|---|---|---|---|---|---|
| Annual Director Equity Grant (2024) | 250,002 | Restricted stock (elected) | 1-year cliff vest | 12,910 restricted shares | Directors’ equity is time-based; no performance metrics disclosed for director awards |
No director performance metrics (TSR, EBITDA, etc.) are tied to non-employee director equity; awards vest based on service only .
Other Directorships & Interlocks
| Company | Type | Dates | Potential Interlock/Conflict |
|---|---|---|---|
| Myers Industries, Inc. | Public | 2016–2021 | None disclosed related to PENN |
| The Pep Boys | Public | 2002–2016 | None disclosed related to PENN |
- Current public company boards: None disclosed for Jane at present .
- Shared directorships with competitors/suppliers/customers: None disclosed .
Expertise & Qualifications
- CPA; extensive audit, tax, and financial literacy; designated Audit Committee financial expert .
- Cybersecurity oversight experience (firm-level information security evolution; tabletop exercises and cyber risk governance at PENN) .
- Strategic planning and M&A advisory across corporate clients and public boards .
- Human capital and talent alignment experience from firm leadership .
Equity Ownership
| Holder | Beneficial Shares | % of Shares Outstanding | Notes |
|---|---|---|---|
| Jane Scaccetti | 92,318 | 0.06% | Based on 151,234,547 shares outstanding as of 4/1/2025 |
| Outstanding Director Stock Awards | 12,910 restricted shares | N/A | Outstanding as of 12/31/2024 |
- Hedging/pledging: Company policy prohibits hedging and pledging of Company securities by directors and officers .
- Ownership guidelines: ≥5x annual retainer; all non-employee directors meet or are expected to meet within 5 years of joining the Board .
- Related-party transactions: Audit Committee reviews/pre-approves related-person transactions; Company reports no significant related party transactions and no immediate family relationships among directors/officers; existing leases are with affiliates of the chairman emeritus, not linked to Jane .
Governance Assessment
- Board effectiveness: Scaccetti’s audit chair role, CPA background, and audit financial expert designation strengthen financial reporting and cyber risk oversight—key for investor confidence in a regulated, tech-enabled gaming operator .
- Independence and alignment: Independent, committee service solely on independent committees; elected to receive retainer via equity, enhancing alignment; subject to 5x retainer ownership guideline and hedging/pledging prohibitions .
- Attendance/engagement: Meets ≥75% attendance threshold; Board held 19 meetings in 2024; robust shareholder outreach program provides oversight feedback loops—important amid strategic shifts .
- Compensation governance signal: 2024 Say-on-Pay support at 58.7% prompted Board to increase PSU financial metric weighting to 80% for executives—while not directly tied to director pay, it reflects Board responsiveness and strengthens oversight credibility of pay-for-performance .
- RED FLAGS: None disclosed specific to Scaccetti—no related-party exposure, no hedging/pledging, committees are fully independent. Note: Company-level lease with chairman emeritus affiliates exists but is unrelated to Scaccetti . Low Say-on-Pay support is a governance risk signal broadly, but Board has taken corrective steps; continued monitoring warranted .