Marla Kaplowitz
PENN EntertainmentAbout Marla Kaplowitz
Marla Kaplowitz is an independent Class III director at PENN Entertainment, age 59, serving since 2020. She is President & CEO of the American Association of Advertising Agencies (4As) since 2017, with deep expertise in marketing, digital transformation, and public policy engagement; she holds a BA in Sociology from UC Santa Barbara . The Board has determined she is independent under Nasdaq rules, and she serves as Chair of the Nominating & Corporate Governance Committee and as a member of the Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MEC Global (now Wavemaker Global) | CEO, North America | 2011–2017 | Led digital transformation and omnichannel marketing strategies |
| MediaVest (now Spark Foundry) | EVP, Managing Director | 2006–2011 | Directed major brand campaigns; strengthened consumer loyalty |
| MediaVest (now Spark Foundry) | SVP, Group Media Director | 1999–2002 | Senior leadership in media planning and communications |
| Ammirati Puris Lintas | SVP, Group Media Director | 1996–1999 | Managed global media strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| 4As (American Association of Advertising Agencies) | President & CEO | 2017–Present | Represents members covering >85% of U.S. ad spend; engages with Congress on media/regulatory issues |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation .
- Independence: Board determined all directors except the CEO are independent; all members of Audit, Compensation, and Nominating & Corporate Governance are independent .
- Attendance: The 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 .
- Shareholder engagement: Board-led off-season outreach included leadership by the Nominating & Corporate Governance Chair and Compensation Chair; reached shareholders representing 44% of outstanding shares .
- Risk oversight: Nominating & Corporate Governance oversees board structure, succession, non-financial risks, culture, and director evaluations; Compensation oversees executive pay design, succession, and ownership guidelines .
- Governance safeguards: Prohibitions on hedging and pledging; robust stock ownership guidelines; clawback policy expanded in 2025 to cover time-based equity incentives (executives) .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual Board retainer (cash or restricted stock election) | $50,000 | Directors can elect cash or restricted stock; restricted stock lapses after one year |
| Committee fees (Compensation) | $10,000 | Member fee |
| Committee fees (Nominating & Corporate Governance) | $5,000 | Member fee |
| Chair fee (Nominating & Corporate Governance) | $10,000 | Chair supplemental retainer |
| Total fees earned (2024) | $75,000 | Aggregates components above |
| Annual equity grant (2024) | $250,002 | Restricted stock or cash-settled RSUs; vests on first anniversary |
| 2024 total director compensation | $325,002 | Fees + stock awards |
Performance Compensation
Non-employee director compensation consists of annual retainer/committee fees and annual restricted stock or cash-settled RSUs that vest time-based after one year; no performance metrics, PSUs, or options for directors are disclosed .
Other Directorships & Interlocks
| Category | Current |
|---|---|
| Public company boards | None (0) |
| Private/non-profit boards | Not disclosed beyond executive leadership at 4As |
Expertise & Qualifications
- Marketing/digital transformation leader; guided brands through technology-driven shifts in consumer behavior and omnichannel strategies .
- Government and regulatory engagement: works with U.S. Congress on media and evolving regulatory landscape; advised on FTC Green Guides .
- Corporate stewardship and strategic planning; extensive communications background across personal care, restaurant, and financial services sectors .
- Education: BA, Sociology, UC Santa Barbara .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 26,203 |
| % of shares outstanding | 0.02% (based on 151,234,547 shares) |
| Outstanding restricted stock (as of 12/31/2024) | 9,634 shares |
| Pledging/hedging | Prohibited by insider trading policy |
| Director ownership guideline | ≥5x annual cash retainer within five years; monitoring indicates all non-employee directors either meet or are expected to meet |
Governance Assessment
- Board effectiveness: Kaplowitz strengthens oversight in governance, director succession, and shareholder engagement as Chair of Nominating & Corporate Governance; her marketing and digital experience aligns with PENN’s omnichannel strategy .
- Independence and alignment: Independent status and participation on fully independent committees support objective oversight; ownership guidelines and prohibition of hedging/pledging enhance alignment with shareholders .
- Compensation and signals: Director pay mix blends modest cash retainers with annual equity (time-based), consistent with market practice; her 2024 fees ($75,000) and equity ($250,002) are standard, with vesting after one year .
- Conflicts and related-party exposure: Proxy discloses no significant related party transactions or immediate family relationships among directors/executives; related lease with chairman emeritus affiliates noted at $1.1 million rent in 2024 but not tied to Kaplowitz .
- Shareholder feedback responsiveness: Low 2024 Say‑on‑Pay support (58.7%) drove board-led engagement and compensation program redesign—she was positioned to influence governance and disclosure through Nominating & Corporate Governance, and as a Compensation Committee member amid increased weighting of financial PSU metrics to 70% (2024) and 80% (2025) .
RED FLAGS: None identified specific to Kaplowitz—no disclosed related-party transactions, hedging/pledging prohibited, and attendance thresholds met; system-wide responsiveness to Say‑on‑Pay indicates active governance rather than entrenchment .