Penn Entertainment is slashing CEO Jay Snowden’s pay package by 31% after shareholders rejected last year’s compensation plan.
Snowden could earn up to $17.4 million in 2026, according to a Monday proxy filing. More than 60% of shareholder votes opposed the prior executive pay plan, which could have paid Snowden $25.3 million in 2025.
The filing details compensation committee meetings with shareholders who raised concerns about executive pay. It did not adjust pay for other named executive officers and said the CEO cut was made “with the support and agreement” of Snowden.
The annual meeting is scheduled for June 16.
Penn proxy details pay changes
The filing includes a compensation committee timeline following last year’s meeting, after which Penn issued a press release promising shareholders a dialogue on executive pay.
Changes began in June, when Director Maria Kaplowitz took over as committee chair and appointed additional directors. The committee then conducted a “robust” request for proposals to select a new compensation consulting firm.
While work with the new firm continued through December, directors also held shareholder meetings from November through February.
Nine investors representing 36% of outstanding shares had meetings with Penn. That’s opposed to the 17 representing 48% that Penn had invited.
Many investors said they wanted compensation more closely tied to results. The committee increased the performance-based portion of Penn’s long-term incentive plan to 80%, up from 70%.
Snowden specific pay structure
While noting shareholder frustration over compensation, Penn said Snowden earned $12.5 million from 2021 through 2025 — just 42.5% of his total potential pay over that period.
The biggest change is a 41% reduction in his LTIP compensation, which now represents 37% of his total potential pay. Interactive adjusted EBITDA accounts for 20% of that LTIP.
Snowden’s peer group was also updated, replacing digital and entertainment companies like Electronic Arts, Live Nation and Roku with casino and hospitality peers such as Churchill Downs, Hilton and Royal Caribbean.
More details on iGaming performance
The shareholder letter from both Snowden and Chairman David Handler included a section about the company’s “refocused” digital strategy, noting that the strategy is “no longer driven by scale alone.”
Penn discussed some early wins in its first-quarter earnings call and added new details in the filing. The company now has more than 5 million digital customers out of roughly 34 million in its total database, and their average age is 46, down from 53 in 2019.
In the first full month following the Dec. 1 rebrand from ESPN Bet, the interactive segment reported positive adjusted EBITDA. In the first two months, U.S. gaming adjusted gross profit jumped 200% while interactive marketing spend fell 60%.
Penn also pointed to the strength of the standalone Hollywood Casino app as a driver of record gaming revenue in the fourth quarter.
