Todd George
PENN EntertainmentAbout Todd George
Todd George, age 55, is Executive Vice President, Operations at PENN Entertainment (since January 2020), overseeing Regional Operations, Interactive, Marketing, IT, and Design & Construction; he holds a B.S. from Le Moyne College and an MBA from Villanova University . Company performance context: 2024 Retail revenue exceeded $5.6B with property-level Adjusted EBITDAR >$1.9B and 33.9% margin, while Interactive improved and is expected to reach positive cash flow by end-2025 . PENN’s TSR index moved from 337.91 (2020) to 77.54 (2024), underscoring market volatility during his tenure . Strategic execution risks include ESPN BET underperformance vs expectations, with ongoing recalibration and integration work .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PENN Entertainment | EVP, Operations | Jan 2020–present | Leads omnichannel execution; oversees operations, Interactive, Marketing, IT, Design & Construction |
| PENN Entertainment | SVP, Regional Operations | Promoted in 2017 | Oversaw nine Midwest properties, improving regional consistency |
| PENN Entertainment | VP & GM, Hollywood Casino Lawrenceburg; VP & GM, Hollywood Casino St. Louis | Not disclosed | Property leadership; operational improvement at flagship regional assets |
| Pinnacle Entertainment | Various management roles; led development and launch of River City Casino and Lumiere Place | 12 years | Greenfield development; market entries; scaled regional gaming footprint |
External Roles
- No external public company directorships or external roles disclosed for Todd George in the 2025 proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $950,000 | $1,000,000 |
| % Change YoY | — | 5% |
Performance Compensation
Annual STIP (Cash Bonus) – 2024 Design and Outcomes
| Metric | Weighting | Threshold | Target | Maximum | Actual | Achievement vs Target | Payout vs Target |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDAR (Consolidated) | 100% | $1,236M | $1,454M | $1,672M | $1,292M | 89% | 63% |
| Executive | Base Salary | Target Bonus % | Target Bonus $ | Payout % of Target | Actual Bonus Paid |
|---|---|---|---|---|---|
| Todd George | $1,000,000 | 125% | $1,250,000 | 63% | $787,500 |
- STIP calibration and ranges: Threshold 50% of target, Max 200% of target; metric chosen for external relevance and internal rigor .
Long-Term Incentive Program (LTIP) – 2024 Grants and Structure
| Executive | 2024 Target LTIP Value | PSUs Target Value | Stock Options Target Value |
|---|---|---|---|
| Todd George | $4,000,000 | $2,000,000 | $2,000,000 |
| LTIP Component | Weighting | Performance Period | Metrics | Target Disclosure | Payout Range | Vesting |
|---|---|---|---|---|---|---|
| PSUs | 50% (for non-CEO NEOs) | 3-year cumulative (2024–2026) | 70% Financial: Retail Adj. EBITDAR (50%), Interactive Adj. EBITDA (20); 30% Operational: Database Growth (10), Omnichannel Play (10), ESPN BET Market Share (10) | Forward-looking targets withheld; results to be disclosed post-cycle | 0–200% of target; linear interpolation | 3-year performance; service condition applies |
| Stock Options | 50% (for non-CEO NEOs) | 10-year term | Value realized only if stock price appreciates | N/A | N/A | 25% per year over 4 years |
- 2024 Options grant details (Todd): 118,679 options at $25.95 exercise price; expiring 1/3/2034; scheduled to vest ratably over four years .
PSU Earned – Final Tranche of 2022 Awards (FY2024)
| Name | Target PSUs (Third Tranche) | Payout (% of Target) | PSUs Earned |
|---|---|---|---|
| Todd George | 6,696 | 83% | 5,549 |
- Company-wide note: Options issued in 2022–2024 were underwater as of the record date, reducing optionality-driven near-term selling pressure .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 336,572 shares; 0.22% of outstanding |
| Options Exercisable within 60 Days | 203,536 |
| Ownership Guidelines | Executives required to hold 3x base salary in stock |
| Compliance Status | Temporary waiver of five-year compliance deadline granted to Mr. George due to 2024 stock volatility |
| Hedging/Pledging | Company prohibits hedging and pledging of PENN securities |
Outstanding equity awards (selected highlights as of 12/31/2024):
- Non-vested stock awards: 20,090 (2022 PSUs)
- Unearned PSUs pending performance: 36,822 (2023 PSUs target), 119,760 (2024 PSUs target)
- 2024 option grant: 118,679 unexercisable at $25.95; vests over 4 years; expiration 1/3/2034
Employment Terms
| Term | Detail |
|---|---|
| Agreement Term | 3-year term; expiration Jan 1, 2026 |
| Severance (Without Cause/Good Reason) | Cash equal to 2× base salary + 1.5× target bonus; COBRA reimbursement during Severance Period; restrictive covenants apply |
| Change-in-Control (Double Trigger) | Cash equal to 2× (base + target bonus) upon termination w/in 24 months of CoC; pro-rated bonus; accelerated vesting at target for performance awards |
| Non-Compete | Prohibits competition within 150 miles of any PENN facility; duration equals Severance Period (24 months) for without cause/Good Reason, 12 months if terminated for Cause |
| Non-Solicit | 18 months following termination |
| Clawback | Expanded (March 12, 2025) to cover time-based incentives in addition to performance-based awards |
| Tax Gross-Ups | No excise-tax gross-ups; “best-net” cutback applies under 280G |
Post-employment payment illustration for Todd George (as of 12/31/2024):
| Scenario | Total ($) |
|---|---|
| Voluntary Termination (including retirement) | $385,618 |
| Termination Without Cause | $4,314,645 |
| Death | $3,883,352 |
| Disability | $3,883,352 |
| CoC Termination (Without Cause/Good Reason) | $8,437,379 |
Compensation Structure Analysis
- Cash vs Equity Mix: For NEOs, 2024 LTIP delivered as ~50% PSUs / ~50% options, aligning pay with long-term outcomes; CEO’s ratio increased to 75% PSUs to strengthen accountability; NEO mix unchanged .
- Shift to PSUs and Multi-Year Cycles: Transitioned to cumulative three-year PSUs in 2024 with 70% financial weighting; increased to 80% in 2025, reflecting stronger pay-for-performance emphasis .
- STIP Rigor: Max increased to 200% to align with peers; actual payout 63% reflects below-target EBITDAR performance .
- Clawback Strengthening: Policy expanded to time-based awards (2025), beyond Dodd-Frank minimums—enhanced governance .
- Ownership Alignment: Executive guideline at 3× salary; temporary compliance waiver for Mr. George due to share price compression; monitor progress to guideline .
Compensation Peer Group (Benchmarking)
| Peer Group Companies |
|---|
| Boyd Gaming; Caesars Entertainment; DraftKings; Electronic Arts; Las Vegas Sands; Lions Gate Entertainment; Live Nation (also in 2023); MGM Resorts; Red Rock Resorts; Roku; Sirius XM; Wynn Resorts |
- Targeting Approach: Committee references median target pay levels among the peer group, adjusted for role scope and retention considerations .
- Peer Group Changes: Zynga removed due to acquisition; otherwise consistent .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: 58.7% support; Board led off-season engagement reaching holders representing ~44% of shares; feedback drove PSU redesign and higher financial metric weighting (80% in 2025) .
Performance & Track Record
| Year | PENN TSR Index (Initial $100) |
|---|---|
| 2020 | 337.91 |
| 2021 | 202.86 |
| 2022 | 116.20 |
| 2023 | 101.80 |
| 2024 | 77.54 |
- Segment highlights: Retail generated >$5.6B revenue and >$1.9B property-level Adjusted EBITDAR with 33.9% margin; Interactive improved materially with stand-alone Hollywood iCasino launched, targeting positive cash flow by end-2025 .
- Execution risks: ESPN BET underperformed vs expectations; management is recalibrating execution and integrations with ESPN to unlock potential .
Risk Indicators & Red Flags
- Ownership guideline compliance temporarily waived for Mr. George; indicates potential shortfall vs 3× salary requirement amid share price volatility .
- Say-on-Pay support was relatively low at 58.7%, prompting program changes; governance responsiveness is positive, but investor scrutiny remains elevated .
- Options underwater reduce near-term exercise/sale pressure; RSU/PSU vesting remains performance-contingent, limiting discretionary selling incentives .
- Hedging/pledging prohibited; no significant related-party transactions; double-trigger CoC; no tax gross-ups—favorable governance posture .
Investment Implications
- Alignment improving: Multi-year PSUs with 70–80% financial weighting and robust clawback strengthen pay-for-performance linkage; STIP and PSU outcomes track EBITDAR and profitability, increasing accountability .
- Retention risk moderate: Agreement term through Jan 1, 2026, competitive severance, and non-compete/non-solicit protections suggest balanced retention; double-trigger CoC limits windfall risk .
- Selling pressure outlook: Underwater options and performance-contingent PSUs limit near-term sell incentives; watch vesting schedules and earned tranches (e.g., 2022 PSU third tranche for George: 5,549 PSUs) .
- Execution watchlist: Monitor ESPN BET KPIs embedded in PSU operational metrics (market share, omnichannel players) and Interactive profitability trajectory; these directly influence long-term payouts and signal management confidence .