Jay Snowden
PENN EntertainmentAbout Jay Snowden
Jay Snowden, age 49, is PENN Entertainment’s Chief Executive Officer, President, and a Class III director. He joined PENN in 2011 and became CEO in 2020; prior roles include President & COO (2017–2019), COO (2014–2017), and SVP Regional Operations (2011–2014). He holds a BA from Harvard University and an MBA from Washington University in St. Louis . Recent performance context: 2024 Adjusted EBITDAR was $1,292.3 million, while total shareholder return implied a $77.54 value for an initial $100, below the peer Russell 3000 Casino & Gambling index’s $102.89 . In 2025, PENN announced an early termination of its ESPN BET U.S. sportsbook agreement effective December 1, 2025 and recorded a $825 million non-cash impairment to Interactive goodwill, highlighting strategic execution risks in digital; nine-month 2025 revenues were $5,154.8 million versus $4,909.1 million in 2024, and Segment Adjusted EBITDAR totaled $1,184.8 million for the nine months ended September 30, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PENN Entertainment | CEO & President | 2020–present | Led sports media/tech expansion (acquisition of theScore; ESPN BET partnership), omnichannel strategy |
| PENN Entertainment | President & COO | 2017–2019 | Oversaw retail operating excellence and digital buildout |
| PENN Entertainment | COO | 2014–2017 | Drove regional operations efficiency |
| PENN Entertainment | SVP Regional Operations | 2011–2014 | Managed multi-jurisdictional portfolio |
| Caesars Entertainment | SVP & GM, Caesars and Harrah’s Atlantic City | 2010–2011 | Destination market leadership in Atlantic City |
| Caesars Entertainment | Various leadership roles (St. Louis, San Diego, Las Vegas) | 1998–2010 | Built deep operating expertise across regional/destination markets |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in proxy | — | — | No other public company directorships disclosed for Snowden |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $1,800,000 | $1,800,000 | $1,800,000 |
| STIP Target (% of Salary) | 250% (CEO) | 250% (CEO) | 250% (CEO) |
| STIP Target ($) | $4,500,000 | $4,500,000 | $4,500,000 |
| STIP Actual Payout ($) | $4,696,343 | $4,365,000 | $2,835,000 |
Performance Compensation
| Long-Term Incentive Mix | 2024 Target Values | Vesting | Performance Metrics |
|---|---|---|---|
| PSUs (75% of CEO LTIP) | $14,250,000 target | 3-year performance period ending 12/31/2026 | Financial 70%: Retail Adj. EBITDAR (50%), Interactive Adj. EBITDA (20); Operational 30%: Database growth (10), Omnichannel play (10), ESPN BET market share (10) |
| Stock Options (25% of CEO LTIP) | $4,750,000 target; 281,864 options @ $25.95 (granted 1/3/2024) | 25% annually over 4 years | Value realized only if stock price appreciates |
| 2024 STIP Metric | Threshold (50% payout) | Target (100%) | Max (200%) | Achievement | Payout |
|---|---|---|---|---|---|
| Adjusted EBITDAR ($mm) | $1,236 | $1,454 | $1,672 | $1,292 (89% of target) | 63% of target |
| 2024 Grants (PSUs and Options) | Target (#) | Stretch/Max (#) | Grant-Date Fair Value ($) |
|---|---|---|---|
| 2024 PSUs | 882,900 | 1,765,800 | $14,250,006 |
| 2023 PSUs (remaining 2/3 set in 2024) | 124,372 | 186,558 | $2,007,364 |
| 2022 PSUs (final 1/3 set in 2024) | 38,443 | 57,665 | $620,470 |
| 2024 Options | 281,864 @ $25.95 | — | $4,750,003 |
Equity Ownership & Alignment
| Ownership & Awards | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 2,665,478 | Includes shares that may be acquired within 60 days via options |
| Ownership as % of shares outstanding | 1.76% | Based on 151,234,547 shares outstanding as of 4/1/2025 |
| Options exercisable within 60 days | 1,616,853 | Breakdown includes multiple tranches |
| Unexercised/Unvested Options & Vesting | 281,864 (1/3/2024 grant; vests 1/3/2025–1/3/2028); 222,425 (1/4/2023 grant; vests 1/4/2025–1/4/2027) | Additional legacy grants at various strike prices/dates |
| Unvested Stock Awards | 300,000; 600,000; 882,900; 124,372 (various PSU/RSA tranches) | Market values calculated at $19.82 on 12/31/2024 |
| Stock ownership guidelines | CEO 6x base salary; other NEOs 3x | Applies within 5 years; pledge/hedge prohibited |
| Hedging/Pledging policy | Prohibited for directors and officers | No margin/pledging; no derivatives/short selling |
Employment Terms
| Scenario | Cash Severance | Benefits | Equity Treatment | Total (est.) |
|---|---|---|---|---|
| Termination without cause / resignation for good reason | $12,600,000 (2x salary+target bonus) | $47,420 (24 months COBRA est.) | Restricted shares: $2,213,835; options: lapse; CEO Grants contingently earned only | $14,861,255 |
| Change in control (no termination) | — | — | No single-trigger; acceleration only with qualifying termination | — |
| CIC + termination without cause / resignation for good reason | $15,750,000 (2.5x salary+target bonus) | $47,420 | Restricted shares: $23,509,692; options: lapse; CEO RSU forfeited if CIC before 2026 | $39,307,112 |
| Death/Disability | — | — | Restricted shares: $23,509,692 (vest); options: lapse; CEO Grants contingently earned portions vest | $23,509,692 |
Additional provisions:
- Clawback policy amended March 12, 2025 to recover both performance- and time-based incentives upon restatement; awards constitute “incentive compensation” under policy .
- No excise tax gross-ups; no single-trigger CIC rights .
- Deferred Compensation Plan: company matches up to 5% of salary/bonus; 2024 “All Other Compensation” for Snowden included $308,250 DCP match, $61,205 aircraft use cost, and other benefits .
Board Governance
- Role: Executive director (non-independent); Class III director; age 49 .
- Board leadership: Independent Chair (David Handler) since 2019; separate Lead Independent Director role (transitioning in 2025) .
- Committee service: Audit, Compensation, Nominating & Corporate Governance committees comprised solely of independent directors; Compliance Committee includes independent non-director chair; Snowden not listed as a committee member .
- Independence and meetings: 87% independent directors; Board held 19 meetings in 2024; each director attended at least 75% of meetings; independent directors meet in executive session regularly .
- Policies: Robust stock ownership guidelines; hedging/pledging prohibited; comprehensive clawback .
Director Compensation
| Policy | Amounts |
|---|---|
| Non-employee directors receive annual retainer and equity grants; Board Chair receives higher equity grant; awards vest in one year | |
| Snowden, as an employee director, is not included in non-employee director compensation table |
Compensation Peer Group (Benchmarking)
| Peer Companies (2024) |
|---|
| Boyd Gaming; Caesars Entertainment; DraftKings; Electronic Arts; Las Vegas Sands; Lions Gate Entertainment; Live Nation*; MGM Resorts; Red Rock Resorts; Roku; Sirius XM; Wynn Resorts |
Notes: Committee targets median opportunities vs peers; PENN ranked ~61st percentile of peer group revenue at time of review .
Say-on-Pay & Shareholder Feedback
| Year | Result | Key Responses |
|---|---|---|
| 2024 | 58.7% approval | Adopted 3-year PSU performance periods; increased financial metrics weighting to 70% (and to 80% for 2025); enhanced clawback to cover time-based equity; maintained CEO base/STIP/LTIP targets in 2025 |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Compensation Actually Paid to PEO ($) | ($10,073,072) | $10,187,197 | $13,213,672 |
| Total Shareholder Return (Value of $100) | $116.20 | $101.80 | $77.54 |
| Net Income ($mm) | $221.7 | ($491.4) | ($313.3) |
| Adjusted EBITDAR ($mm) | $1,939.4 | $1,512.6 | $1,292.3 |
2025 updates: Early termination of ESPN BET U.S. sportsbook agreement effective 12/1/2025; $825.0 million non-cash impairment to Interactive goodwill; nine months 2025 revenues $5,154.8 million vs $4,909.1 million; Segment Adjusted EBITDAR $1,184.8 million .
Equity Ownership & Pledging/Hedging
- Beneficial ownership: Snowden holds 2,665,478 shares (1.76% of outstanding); includes 1,616,853 options exercisable within 60 days .
- Hedging/pledging: Prohibited for directors and officers; strong ownership guidelines (CEO 6x salary) .
Compensation Structure Analysis
- Mix shifts: 2024 CEO LTIP increased PSUs to 75% (from 50%), lowering reliance on options; financial metrics added and increased to 80% for 2025 PSUs .
- At-risk pay: Options from 2022–2024 had zero intrinsic value as of record date, indicating alignment with shareholder outcomes; 2024 STIP paid 63% of target amid below-target performance .
- Governance enhancements: Expanded clawback, strengthened risk oversight, independent chair, refreshed board .
Risk Indicators & Red Flags
- Strategic execution risk: ESPN BET U.S. sportsbook termination and $825 million Interactive impairment in 2025 .
- Say-on-pay sensitivity: 58.7% approval in 2024 requiring program redesign and enhanced disclosures .
- Leverage and commitments: Significant triple net lease obligations; detailed rent payments and lease maturities highlight fixed cost structure .
Employment Terms (Additional Details)
- CEO 2021 “CEO Grants” (RSA/RSU) subject to performance and service conditions; contingently earned portion vests on certain terminations; RSU forfeited upon change of control before 2026 .
- No single-trigger vesting; acceleration requires CIC+qualifying termination .
Investment Implications
- Alignment: High proportion of at-risk, performance-based equity; expanded clawback; prohibitions on hedging/pledging support shareholder alignment .
- Retention and pressure points: Large unvested PSU tranches through 2026 and underwater options reduce near-term selling pressure; severance/CIC terms are moderate (2.0–2.5x) with double-trigger vesting, balancing retention and governance .
- Execution risk: Transition away from ESPN BET increases strategic uncertainty; 2025 impairment and 2024 below-target STIP results suggest caution on near-term incentive realizations tied to Interactive profitability and PSU outcomes .
- Governance quality: Independent chair, fully independent key committees, strong policy framework mitigate dual-role concerns from CEO serving on the board; board refresh and shareholder engagement are positives .