Vimla Black-Gupta
PENN EntertainmentAbout Vimla Black-Gupta
Independent Class I director at PENN Entertainment since 2021; age 55. She brings 25+ years leading global brand, consumer, and digital marketing at Equinox, Estée Lauder/Bobbi Brown, and Procter & Gamble, and co-founded biotech skincare brand Ourself. Education: BA, Duke University; MBA, Northwestern (Kellogg). Recognized by Women Inc. as a 2023 “Most Influential Corporate Director.” She is an independent director (all PENN directors except the CEO are independent) and currently serves on the Compensation and Nominating & Corporate Governance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ourself (biotech skincare) | Co-Founder (2021–), CEO (2022–2024) | 2021–present (CEO 2022–2024) | Led proprietary innovation and DTC/professional go-to-market; digital engagement focus |
| Equinox | Global Chief Marketing Officer | 2017–2019 | Enterprise marketing for 300+ clubs and pipeline of hotels; omnichannel and digital strategy |
| Bobbi Brown (Estée Lauder) | SVP Global Marketing | 2013–2017 | Oversaw global digital strategy across 150+ countries; launched first beauty digital channel |
| Estée Lauder | VP, Global Marketing Idea Bank | 2008–2013 | Strategy/M&A support to fuel brand innovation and growth |
| Procter & Gamble / Gillette | Global Marketing leadership (incl. Global Marketing Director) | 1997–2007 (GMD 2005–2007) | Brand building for Gillette Venus/Oral B; global consumer marketing |
External Roles
| Category | Organization | Role | Tenure |
|---|---|---|---|
| Public company boards | None | — | — |
| Other public boards—count | — | — | 0 public company boards |
Board Governance
- Committee assignments: Member—Compensation; Member—Nominating & Corporate Governance. She is not a committee chair; Audit is chaired by Jane Scaccetti; Compensation by Barbara Shattuck Kohn (not standing for reelection); Nominating & Corporate Governance by Marla Kaplowitz; Compliance is chaired by independent non-director Thomas N. Auriemma .
- Independence: The Board determined all directors other than the CEO are independent; all three key committees (Audit, Compensation, Nominating & Governance) are fully independent .
- Attendance: In 2024, the Board held 19 meetings; each director attended at least 75% of the Board and committee meetings for which they were a member; all but one director attended the 2024 Annual Meeting (individual attendance not disclosed) .
- Engagement: Board-led off-season shareholder outreach (invited holders representing ~53% shares; engaged ~44%), emphasizing compensation design changes and governance practices .
Fixed Compensation
| Component (Non-Employee Directors) | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer | $50,000 | |
| Committee fees | Audit/Comp/Compliance: +$10,000 each; Nominating & Governance: +$5,000 | |
| Committee chair premiums | Audit Chair: +$15,000; Compensation Chair: +$10,000; Nominating & Governance Chair: +$10,000 | |
| Annual equity grant (non-chair) | $250,000 (restricted stock or cash-settled RSUs), vests after 1 year | |
| Annual equity grant (Board Chair) | $375,000 (restricted stock or cash-settled RSUs), vests after 1 year | |
| Stock ownership guideline (directors) | 5x annual cash retainer (to be met within five years) | |
| Hedging/pledging | Prohibited for directors and officers |
| Vimla Black-Gupta – 2024 Director Compensation | Amount | Notes |
|---|---|---|
| Fees earned (cash-eligible) | $70,000 | She elected to receive the retainer/fees as restricted stock in lieu of cash |
| Stock awards (annual grant) | $250,002 | Aggregate grant-date fair value (ASC 718); vests after 1 year |
| Total 2024 compensation | $320,002 | Sum of above |
Performance Compensation
| Equity Instrument | Performance Metrics | Vesting | Grant Value |
|---|---|---|---|
| Director equity (restricted stock or cash-settled RSUs) | None (time-based; no performance criteria for director awards) | 1-year vest | $250,000 typical annual grant for non-chair (2024: $250,002 for Black-Gupta) |
Note: Director equity is time-based; performance-based metrics apply to executives’ PSUs, not to non-employee director grants .
Other Directorships & Interlocks
| Type | Company | Role | Interlock/Notes |
|---|---|---|---|
| Public company board | None | — | 0 other public boards; no disclosed interlocks |
Expertise & Qualifications
- Deep consumer/brand and digital go-to-market expertise aligned to PENN’s omnichannel strategy (Equinox CMO; global digital marketing at Bobbi Brown/Estée Lauder; P&G/Gillette). Education: Duke BA; Kellogg MBA .
- Governance: Member of Compensation and Nominating & Corporate Governance Committees; contributes experience across marketing strategy, digital transformation, and customer engagement .
Equity Ownership
| Measure | Amount | Detail |
|---|---|---|
| Beneficial ownership (as of Apr 1, 2025) | 32,987 shares; 0.02% | As reported in beneficial ownership table |
| Outstanding restricted shares (12/31/2024) | 12,331 | Restricted stock outstanding as of year-end 2024 |
| Shares pledged | 0 (policy prohibits pledging) | Company policy prohibits hedging and pledging by directors/officers |
| Ownership guideline | 5x annual retainer; compliance monitored annually | Company states all non-employee directors either meet or are on track within 5 years |
Governance Assessment
- Strengths
- Independent director with directly relevant marketing/digital expertise for PENN’s omnichannel and ESPN BET/iCasino strategy; committee roles on Compensation and Nominating & Governance enhance oversight leverage in pay design and board refresh .
- Clear ownership alignment: elected to receive 2024 retainers in stock; annual director equity grant; stock ownership guideline of 5x retainer; prohibitions on hedging/pledging; beneficial ownership disclosed (32,987 shares) .
- Board process/quality: independent chair, fully independent key committees, robust shareholder engagement (300+ meetings in 2024; off-season outreach ~44% of shares); formal ERM/cyber oversight; clawback expanded in 2025 to time-based equity .
- Watch items / potential investor focus
- 2024 Say-on-Pay support was 58.7%—below typical norms—placing added scrutiny on the Compensation Committee (of which she’s a member). Committee responded by shifting LTIP to 3-year financial metrics (70% in 2024; 80% in 2025), but investors may continue to monitor outcomes and rigor .
- Related-party exposure appears limited: only a legacy office lease with an affiliate of the chairman emeritus; no significant related-party transactions otherwise, and no immediate family relationships among directors/officers .
- Attendance disclosure is pooled (≥75% for each director) rather than individual; the company notes 19 board meetings and that all but one director attended the 2024 annual meeting (no individual identification) .
Overall: Black-Gupta appears to strengthen board effectiveness in brand/digital oversight and shareholder alignment through equity-based director compensation. The key governance sensitivity near term is continued investor scrutiny of executive pay alignment post the 58.7% Say-on-Pay outcome; as a Compensation Committee member, her stewardship in maintaining rigorous financial metrics and transparent disclosure will be a focal point for investor confidence .