DEF 14A of Century Casinos Inc /Co/, Apr 29, 2024

DEF 14A of Century Casinos Inc /Co/

Filed Apr 29, 2024 · FY20230000911147-24-000039

Open on EDGAR

  1. CERTAIN INFORMATION REGARDING THE BOARD

    CERTAIN INFORMATION REGARDING THE BOARD The following table presents the current members of the Board, the committees on which they serve, and whether they are independent under Nasdaq Stock Market (“Nasdaq”) listing standards and SEC rules.

  2. CERTAIN INFORMATION REGARDING THE BOARD

    | NAME | AUDIT COMMITTEE | COMPENSATION COMMITTEE | GOVERNANCE AND NOMINATING COMMITTEE | INDEPENDENT | | Erwin Haitzmann | | | | | | Peter Hoetzinger | | | | | | Eduard Berger | ✓ | | ✓ | ✓ | | Gottfried Schellmann | ✓ Chair | ✓ Chair | ✓ Chair | ✓ | | Dinah Corbaci | ✓ | ✓ | ✓ | ✓ |

  3. CERTAIN INFORMATION REGARDING THE BOARD

    The Board held one meeting and approved resolutions through unanimous written consent on eight occasions during 2023. During 2023, each director attended the Board meeting and all committee meetings held during the year of which he or she has served as a member. A majority of our directors are independent directors, as required by the Nasdaq listing standards. Our Board determines whether a director is independent through a broad consideration of facts and circumstances, including an assessment of the materiality of any relationship between us and a director not merely from the director’s standpoint, but also from that of persons or organizations with which the director has an affiliation. In making this determination, the Board adheres to the independence criteria defined by the Nasdaq listing standards and applicable SEC rules. Our policy regarding attendance by members of the Board at our Annual Meeting of Stockholders is to encourage directors to attend, either in person or by teleconference, subject to their availability during that time. All members of the Board attended the 2023 Annual Meeting. BOARD DIVERSITY MATRIX

  4. CERTAIN INFORMATION REGARDING THE BOARD

    | BOARD DIVERSITY MATRIX (As of April 25, 2024) | | | | | | Total number of Directors | 5 | | | | | | FEMALE | MALE | NON-BINARY | DID NOT DISCLOSE | | GENDER IDENTITY: | | | | | | Directors | 1 | 3 | 0 | 1 | | DEMOGRAPHIC BACKGROUND: | | | | | | White | 1 | 3 | 0 | 1 |

  5. CERTAIN INFORMATION REGARDING THE BOARD

    | Century Casinos, Inc. 2024 Proxy Statement | 4| 71 |

  6. CERTAIN INFORMATION REGARDING THE BOARD

    | AUDIT COMMITTEE | | | MEMBERS | | | Gottfried Schellmann (Chairman) | Independent: All | | Eduard Berger | Audit Committee Financial Expert: Gottfried Schellmann | | Dinah Corbaci | Nasdaq/SEC Qualified: All | | RESPONSIBILITIES | | |  Selects and appoints our independent registered public accounting firm.  Reviews the independence and performance of the independent registered public accounting firm.  Reviews our system of internal controls.  Oversees risk management, including information technology and cybersecurity risk.  Reviews actions taken to comply with applicable gaming rules and regulations.  Reviews compliance with our Code of Business Conduct and Ethics. |  Approves the services and fees of the independent registered public accounting firm.  Reviews our annual and quarterly financial statements and the independent registered public accounting firm’s opinion rendered with respect to such financial statements.  Reviews disclosures in our Form 10-K, Form 10-Q and proxy statement filings with the SEC.  Reviews related party transactions. |

  7. CERTAIN INFORMATION REGARDING THE BOARD

    The Audit Committee of the Board is governed by an Amended and Restated Charter and Powers of the Audit Committee, a current copy of which can be found at www.cnty.com/investor/governance/facts-overview/. During 2023, the Audit Committee held four meetings.

  8. CERTAIN INFORMATION REGARDING THE BOARD

    | COMPENSATION COMMITTEE | | | MEMBERS | | | Gottfried Schellmann (Chairman) | Independent: All | | Dinah Corbaci | | | RESPONSIBILITIES | | |  Develop guidelines and review the compensation and performance of our executive officers, and review and approve corporate goals relevant to the compensation of our executive officers in light of our goals and objectives.  Determine the compensation of the executive officers, including base pay, incentive pay (bonus) and equity awards.  Review and discuss with management our annual Compensation Discussion and Analysis.  Make recommendations to the Board regarding inclusion of the Compensation Discussion and Analysis in our annual proxy statement.  Make recommendations with respect to incentive-compensation plans and equity-based plans. |  Develop plans for management succession.  Review major organizational and staffing matters.  Review director compensation levels and practices, and recommend, from time to time, changes in such compensation levels and practices to the Board.  Annually review and reassess the adequacy of the Compensation Committee’s charter and recommend any proposed changes to the Board for approval.  Annually review the Compensation Committee’s own performance.  Perform any other activities consistent with the Compensation Committee’s charter, our bylaws and applicable laws, rules and regulations that the Compensation Committee or the Board deem appropriate. |

  9. CERTAIN INFORMATION REGARDING THE BOARD

    The Compensation Committee of the Board operates pursuant to a written charter that was adopted by the Board, a current copy of which can be found at www.cnty.com/investor/governance/facts-overview/. The Compensation Committee collaborates with our management team in reviewing the material terms of our existing compensation policies and programs for all employees and believes that such policies and programs do not encourage excessive risk-taking that is reasonably likely to result in a material adverse impact on us.

  10. CERTAIN INFORMATION REGARDING THE BOARD

    | Century Casinos, Inc. 2024 Proxy Statement | 5| 71 |

  11. CERTAIN INFORMATION REGARDING THE BOARD

    In fulfilling its responsibilities, the Compensation Committee may delegate any of its responsibilities to one or more subcommittees or to one of its members as the Compensation Committee may deem appropriate in its sole discretion, to the extent permitted by Nasdaq and SEC rules and any other applicable rules and regulations. In addition, the Compensation Committee may, from time to time, engage external compensation consultants to assist in reviewing compensation policies and programs, setting executive compensation. During 2023, the Compensation Committee held one meeting.

  12. CERTAIN INFORMATION REGARDING THE BOARD

    | GOVERNANCE AND NOMINATING COMMITTEE | | | MEMBERS | | | Gottfried Schellmann (Chairman) | Independent: All | | Eduard Berger | | | Dinah Corbaci | | | RESPONSIBILITIES | | |  Develop and recommend to the Board a set of corporate governance principles.  Advise the Board on corporate governance matters.  Develop and recommend to the Board criteria for the selection of candidates to serve on the Board.  Establish procedures for the identification and evaluation of any candidate for the Board, including any incumbent director.  Establish procedures for stockholders to submit potential candidates for election to the Board.  Select and approve all nominees for Board membership.  Make recommendations as necessary regarding changes in the size and composition of the Board and each Board committee. |  Make recommendations as necessary regarding the establishment of new Board committees and selection of directors to serve on each committee.  Develop and administer an annual Board and committee evaluation process.  Annually review the Governance and Nominating Committee’s own performance.  Perform any other activities consistent with the Governance and Nominating Committee charter, our bylaws and applicable laws, rules and regulations that the Governance and Nominating Committee or the Board deem appropriate. |

  13. CERTAIN INFORMATION REGARDING THE BOARD

    The Governance and Nominating Committee operates pursuant to a written charter that was adopted by the Board, a current copy of which can be found at www.cnty.com/investor/governance/facts-overview/. The Governance and Nominating Committee will consider director nominees recommended by stockholders under the same procedure used for considering director nominees recommended by management or other directors. See the “Stockholder Communications and Director Nominations” section of this proxy statement for procedures to be followed by stockholders to submit nominations. In fulfilling its responsibilities, the Governance and Nominating Committee may engage external consultants. No external consultants were used during 2023. We believe that our current Board members collectively possess diverse knowledge and experience in the disciplines that impact our business. Prior to nominating a new director candidate, our Governance and Nominating Committee considers the collective experience of the existing Board members. Based on this evaluation, the Governance and Nominating Committee nominates individuals who it believes can either strengthen the Board’s sophistication and experience or further diversify the collective experience represented. Although the Board does not currently have a policy directly addressing director diversity, the Governance and Nominating Committee, guided by the Governance and Nominating Committee’s charter, intends to assess the diversity of the Board and the effectiveness of its diversity considerations prior to nominating any additional candidates for director. During 2023, the Governance and Nominating Committee approved one resolution by unanimous written consent.

  14. CERTAIN INFORMATION REGARDING THE BOARD

    | Century Casinos, Inc. 2024 Proxy Statement | 6| 71 |

  15. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION During 2023, compensation for directors who are neither our employees nor employees of any of our subsidiaries (“Outside Directors”) was as follows: Annual cash retainer for Outside Directors is $40,000; The Audit Committee chair will receive an additional annual cash retainer of $20,000; Outside Directors received an annual equity grant of restricted stock units (“RSUs”) with a grant date fair value of $10,000 as further described below; and Outside Directors were paid $2,000 for each gaming application completed. RSUs are typically granted in March of each year after the release of our Annual Report on Form 10-K (the “Director RSU Grant Date”) based on the closing price of the Company’s common stock on that date. The RSUs vest 100% on the first anniversary of the Director RSU Grant Date. The grant of Director RSUs for 2024 was postponed until stockholders approve the Amended and Restated 2016 Equity Incentive Plan. Directors who are also our employees receive no additional compensation for serving on our board of directors.

  16. DIRECTOR COMPENSATION

    | Century Casinos, Inc. 2024 Proxy Statement | 8| 71 |

  17. 2023 DIRECTOR COMPENSATION TABLE

    2023 DIRECTOR COMPENSATION TABLE The following table sets forth the compensation of our Outside Directors for 2023:

  18. 2023 DIRECTOR COMPENSATION TABLE

    | NAME | FEES EARNED OR PAID IN CASH | STOCK AWARDS ‎(1) | ALL OTHER COMPENSATION ‎(2) | TOTAL | | Gottfried Schellmann | $60,000 | $10,000 | $17,000 | $87,000 | | Dinah Corbaci | 40,000 | 10,000 | 17,000 | 67,000 | | Eduard Berger | 40,000 | 10,000 | 17,000 | 67,000 |

  19. 2023 DIRECTOR COMPENSATION TABLE

    (1)Represents the grant date fair value of 1,357 RSUs granted to each Outside Director on March 15, 2023, calculated in accordance with U.S. GAAP. (2)The amounts reflected in “All Other Compensation” reflects cash compensation for a completed gaming application and a $15,000 bonus to each Outside Director in recognition of the additional time and efforts related to our acquisitions of the Nugget Casino Resort (“Nugget Casino”) and Rocky Gap Casino, Resort & Golf (“Rocky Gap”) and the sale and leaseback of the real estate related to our Canada properties that were completed in 2023. As of December 31, 2023, Mr. Schellmann held options to purchase 25,000 shares of our common stock, all of which were exercisable; Dr. Corbaci held options to purchase 46,700 shares of our common stock, all of which were exercisable; and Mr. Berger held options to purchase 25,000 shares of our common stock, all of which were exercisable. We did not grant stock options to our Outside Directors during 2023.

  20. 2023 DIRECTOR COMPENSATION TABLE

    | Century Casinos, Inc. 2024 Proxy Statement | 9| 71 |

  21. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    PROPOSAL NO. 1 ELECTION OF DIRECTORS Our Board is divided into three classes of directors as nearly equal in number as possible. Each director who is elected at an Annual Meeting will be elected for a three-year term expiring at the third Annual Meeting of Stockholders after such director’s election. Accordingly, directors of one class only are elected at each year’s Annual Meeting of Stockholders. All nominees, if elected, will serve until the expiration of their respective three-year terms or until their successors are duly elected and qualified. Our Board consists of five directors in three classes as follows: (i) two Class I directors, Dr. Dinah Corbaci and Mr. Eduard Berger, whose terms will expire at the 2025 Annual Meeting; (ii) one Class II director, Mr. Peter Hoetzinger, whose term will expire at the 2026 Annual Meeting; and (iii) two Class III directors, Dr. Erwin Haitzmann and Mr. Gottfried Schellmann, whose terms will expire at the 2024 Annual Meeting. Based on the recommendations of our Governance and Nominating Committee, the Board has nominated Dr. Erwin Haitzmann and Mr. Gottfried Schellmann for election as Class III directors to serve for three-year terms expiring at the 2027 Annual Meeting of Stockholders. Dr. Haitzmann is presently a member of the Board of Directors, having served continuously as a director since 1994. Mr. Schellmann is presently a member of the Board of Directors, having served continuously as a director since 1997. Dr. Haitzmann and Mr. Schellmann have indicated a willingness to serve; however, in the event a nominee becomes unable to serve as a director, all proxies will be voted in accordance with the best judgment of the persons acting under such proxies. Further information regarding Dr. Haitzmann and Mr. Schellmann, the nominees for Class III directors, are set forth below under “Information Regarding Directors.”

  22. INFORMATION REGARDING DIRECTORS

    INFORMATION REGARDING DIRECTORS Information regarding our Board as of April 25, 2024 is as follows:

  23. INFORMATION REGARDING DIRECTORS

    | NAME | AGE | POSITION HELD | | Erwin Haitzmann | 70 | Chairman of the Board and Co-Chief Executive Officer | | Peter Hoetzinger | 61 | Vice Chairman of the Board, Co-Chief Executive Officer and President | | Gottfried Schellmann | 70 | Director | | Dinah Corbaci | 69 | Director | | Eduard Berger | 55 | Director |

  24. INFORMATION REGARDING DIRECTORS

    ERWIN HAITZMANN holds a Doctorate and a Masters degree in Social and Economic Sciences from the University of Linz, Austria (1980). Dr. Haitzmann has extensive casino gaming experience ranging from dealer to various casino management positions and has served on numerous casino company boards worldwide. Dr. Haitzmann has been employed full-time by us since May 1993 and has been employed as either our Chief Executive Officer or Co-Chief Executive Officer since March 1994. Dr. Haitzmann has served as a director since March 1994. In determining that Dr. Haitzmann should serve as a director, the Board identified Dr. Haitzmann’s extensive experience in the gaming industry and general executive management experience. In determining that Dr. Haitzmann should serve as Chairman of the Board, the Board identified Dr. Haitzmann’s length of service with us, his vast and extensive knowledge of the domestic and international casino industry and his knowledge of our overall business. PETER HOETZINGER received a Masters degree from the University of Linz, Austria (1986). Thereafter, he was employed in several managerial positions in the gaming industry with Austrian casino companies and has served on numerous casino company boards worldwide. Mr. Hoetzinger has been employed full-time by us since May 1993. He has served as our President since 2000 and our Co-Chief Executive Officer since March 2005. Mr. Hoetzinger has served as a director since March 1994. In determining that Mr. Hoetzinger should serve as a director, the Board identified Mr. Hoetzinger’s extensive experience in the domestic and international casino industry, general executive management experience and his knowledge of our overall business. GOTTFRIED SCHELLMANN graduated from University of Vienna with a Law degree and is a Certified Tax Advisor in Austria. After having worked for several firms, including KPMG Germany, as a tax and accounting manager, he formed Schellmann & Partner in 1993, where he specialized in tax and accounting work for provinces and municipalities in Austria. In 1999, he sold Schellmann & Partner to KPMG and served from 1999 to 2008 as a partner. He was a part of the Confederation Fiscale Europeenne, the umbrella organization of the European Associations of Tax Advisors in Brussels, Belgium, from 1994 to 2014, holding roles as a representative on the Tax Committee from 1994 to 2004, Chair of the Indirect Tax Committee from 2005 to 2008, Chair of the Tax Committee from 2009 to 2012 and Vice President from 2013 to 2014. Since 2009, he has been a partner in Mueller & Schellmann, a boutique tax advisory company that he formed with a partner in 2009. He is also currently a member of the Worshipful Company of Tax Advisors in London. In 2022, he was elected as a member of the supervisory board of the Austrian Academy of Sciences and appointed as chair of the audit committee. Mr. Schellmann has served as a director since January 1997. In determining that Mr. Schellmann should serve as a director, the Board identified Mr. Schellmann’s extensive experience in international taxation, risk management, oversight and his general executive management experience. DINAH CORBACI holds a Doctorate degree in Law from the University of Salzburg, Austria (1981). After her practice on the Austrian Court in Salzburg, she began working at IBM in 1984 where she served as Account Manager for large Austrian governmental customers. During her tenure at IBM from 1984 to 2009, she was responsible for all Austrian governmental customers regarding their strategic hardware development. As Software Account Manager for Software and Solutions, Dr. Corbaci was responsible for Austrian governmental customers’ application modernization and compliance with guidelines for the use of such software. Since August 2009, Dr. Corbaci has served as managing director of her private consulting firm, Dinah Corbaci Consulting for Information Technology, from which she retired in June 2017. Dr. Corbaci has served as a director since April 2000. In determining that Dr. Corbaci should serve as a director, the Board identified Dr. Corbaci’s extensive experience with e-business solutions, transactions with governmental authorities, risk management, oversight and her general executive management experience.

  25. INFORMATION REGARDING DIRECTORS

    | Century Casinos, Inc. 2024 Proxy Statement | 24| 71 |

  26. INFORMATION REGARDING DIRECTORS

    EDUARD BERGER is a Graduate of the Austrian Business School in Vienna (1987). Mr. Berger has more than 30 years of experience in banking. From 1990 to 2000, Mr. Berger built up the Austrian equity business for Deutsche Bank. From 2000 to 2008, Mr. Berger was Managing Director at Unicredit Group. Within Unicredit Group, Mr. Berger was a member of the Board of Creditanstalt INM AG, the equity brokerage unit of the group. Mr. Berger managed the Austrian equity business and was responsible for the European Equity Sales division of Unicredit Group. In 2008, Mr. Berger joined Credit Agricole-Cheuvreux, a leading European brokerage house, as CEO of their Austrian operation. Since 2011, Mr. Berger has served as a partner and member of the Executive Board of Wiener Privatbank SE, an independent private bank in Vienna specializing in private banking services, asset and wealth management, brokerage and real estate services, and as a member of the Board at Wiener Privatbank’s Asset Management unit, Matejka & Partner. Mr. Berger was appointed to the Board in February 2018. In determining that Mr. Berger should serve as a director, the Board identified Mr. Berger’s experience in international banking and finance, equity sales, corporate finance and asset management. There are no family relationships between or among our directors or executive officers.

  27. COMPENSATION POLICY

    COMPENSATION POLICY Our Compensation Policy provides for (i) an annual incentive plan that rewards executives for the achievement of near-term corporate objectives and individual employee performance and provides a potential significant cash incentive-based award and (ii) a long-term incentive plan that is an equity award program that rewards executives based on their achievement of long-term corporate financial objectives and increases in total stockholder return. The Compensation Policy sets forth the following objectives in establishing compensation for our executives: Aligning executive compensation with our corporate strategies, business objectives and the long-term interests of its stockholders; Incentivizing executives to achieve key strategic, financial and operational performance measures by linking the annual incentive plan awards and long-term incentive plan awards to the achievement of performance goals in these areas; Reinforcing executives’ incentive to increase the Company’s stock price and maximize long-term, sustainable stockholder value, and promoting their retention, by providing a significant amount of total compensation opportunities in the form of equity; Successfully implementing the Company’s performance-based compensation philosophy; Attracting and retaining individuals of superior ability and managerial talent; and Encouraging employee retention through participation in the annual incentive plan and the long-term incentive plan. In the Compensation Policy, the Compensation Committee adopted the following compensation “best practices,” which are designed to discourage unnecessary or excessive risk-taking behavior by the Company’s employees: Pay for performance. Executive performance-based compensation and payments awarded under the annual incentive plan and the long-term incentive plan are based on pre-determined, measurable performance objectives approved by the Compensation Committee. Mix of incentives. A balance of short-term and long-term incentives is created through a mix of variable cash compensation awards and long-term equity awards. Equity-based pay. A significant portion of the executives’ compensation is in the form of equity awards that emphasize long-term value creation. At-risk pay. A significant portion of the executives’ compensation is “performance-based” or “at-risk.” Significant vesting periods. Awards granted to executives under the long-term incentive plan will generally vest following the completion of a three-year performance period. Stock options granted to executives generally vest over a four-year period. Compliance with additional compensation policies. Executives are required to comply with the Company’s Stock Ownership Policy, Hedging and Pledging Policy and Clawback Policy, which are described in more detail below. At our 2016 annual meeting, our stockholders approved our 2016 Plan, which authorizes the issuance of 3,500,000 shares of our common stock. Awards under the 2016 Plan may be granted in the form of stock options, stock appreciation rights, restricted stock, stock units and other stock-based awards. Awards under the 2016 Plan may be granted to our employees, consultants, advisors and non-employee directors. The 2016 Plan also includes a number of features that we believe are consistent with the interests of our stockholders and sound corporate governance practices, including: No repricing of underwater options or stock appreciation rights without stockholder approval. No discounted option or SAR grants.

  28. COMPENSATION PROGRAM DESIGN

    COMPENSATION PROGRAM DESIGN The executive compensation program is designed with our executive compensation objectives in mind and is comprised of fixed and variable pay plans, cash and non-cash plans, and short and long-term payment structures in order to recognize and reward executives for their contributions to us today and in the future. Our current short-term executive compensation structure consists of base salary and annual incentive compensation in the form of performance-based cash bonuses. Our long-term executive compensation currently consists of PSU awards and, prior to 2017, consisted of stock option awards (see “Long-Term Incentive Compensation – Replacement Options” below for information on stock options awarded in 2023). The Compensation Committee believes that granting PSU awards, which generally vest following the completion of a three-year performance period, to our named executive officers promotes retention and motivates our named executive officers to achieve our long-term business objectives because the ultimate value of their equity awards is strongly related to their long-term contributions to our Company. We continually assess and evaluate the internal and external competitiveness of all components of the executive compensation program. Internally, we look at critical and key positions that are directly linked to our profitability and viability. We seek to ensure that the appropriate hierarchy of jobs is in place with appropriate ratios of Chief Executive Officer compensation to other senior executive compensation. Due to the highly competitive nature of the gaming industry, it is important for our compensation plans to provide us with the ability to recruit, retain and internally develop top executive talent.

  29. USE OF PEER GROUP AND OTHER MARKET DATA

    USE OF PEER GROUP AND OTHER MARKET DATA The Compensation Committee has established a peer group of publicly-traded companies in the gaming, hospitality and restaurant industry (the “Peer Group”) based on data and recommendations initially provided by its independent advisor and supplemented by management. For 2023, the Compensation Committee used the following Peer Group companies that were determined to have similar business characteristics in terms of size, business structure, operations in local and international areas, and individual company features.

  30. USE OF PEER GROUP AND OTHER MARKET DATA

    | PEER GROUP COMPANIES | | |  Penn National Gaming, Inc. (PENN) |  RCI Hospitality Holdings, Inc. (RICK) | |  Yum! Brands, Inc. (YUM) |  Bally’s Corporation (BALY) | |  Churchill Downs, Incorporated (CHDN) |  Red Rock Resorts, Inc. (RRR) | |  Golden Entertainment, Inc. (GDEN) |  Monarch Casino & Resort, Inc. (MCRI) | |  Caesars Entertainment Inc (CZR) |  Playa Hotels & Resorts, N.V. (PLYA) |

  31. USE OF PEER GROUP AND OTHER MARKET DATA

    The 2023 Peer Group contains the same companies that were in the Peer Group for 2022. Historically, due to the highly specialized nature of our business, the Compensation Committee has relied on internal resources and limited the external resources considered when establishing compensation to only market and Peer Group data from the gaming industry. However, the Compensation Committee considers market data from the gaming industry as well as Peer Group data when determining NEO compensation.

  32. Base Salary

    exchange rates in effect during 2022, and (ii) an annual management fee of $391,320 in 2023 and $360,000 in 2022 paid on a monthly basis to Flyfish. (2)Mr. Hoetzinger’s annual base salary consisted of (i) €239,140 in 2023, which was $285,630 based on monthly average exchange rates in effect during 2023, and €220,000 in 2022, which was $231,406 based on monthly average exchange rates in effect during 2022, and (ii) an annual management fee of $391,320 in 2023 and $360,000 in 2022 paid on a monthly basis to Focus. (3)Mr. Terler’s annual base salary was €244,575 in 2023, which was $265,364 based on monthly average exchange rates in effect during 2023. Mr. Terler’s annual base salary was increased from €165,000 to €225,000 in April 2022. The U.S. dollar equivalent of his salary was $221,413 based on monthly average exchange rates in effect during 2022. (4)Mr. Strohriegel’s annual base salary was €146,745 in 2023, which was $159,980 based on monthly average exchange rates in effect during 2023. Mr. Strohriegel’s annual base salary was increased from €125,000 to €135,000 in April 2022. The U.S. dollar equivalent of his salary was $138,574 based on monthly average exchange rates in effect during 2022. (5)Differences in the U.S. dollar equivalent of the salaries of Dr. Haitzmann and Mr. Hoetzinger are due to the timing of payments throughout the year. The Compensation Committee evaluates the salaries of the named executive officers when it is considering their total target compensation, including salary, annual bonuses and equity awards, which are currently in the form of PSUs. In February 2023, effective January 2023, the Compensation Committee increased the base salaries of each of our named executive officers and the annual management fees paid to Flyfish and Focus for services rendered by the Co-CEOs. The Compensation Committee believes that the base salaries of the named executive officers are fair and competitive with those of executive officers at the Peer Group companies and other comparable companies in the gaming industry.

  33. Annual Incentive Compensation

    Annual Incentive Compensation The Compensation Committee considers salaries and bonuses and, in the case of our Co-Chief Executive Officers, the management agreements, in determining the competitiveness of the total compensation package. At the end of each fiscal year, the Compensation Committee determines whether NEOs will receive performance-based cash incentive compensation based on whether certain performance measures, which are established early in the applicable fiscal year, are achieved. The annual incentive award for 2023 was based on the achievement of net operating revenue, excluding Nugget Casino and Rocky Gap, over a one-year performance period beginning on January 1, 2023, with threshold, target and maximum set at $402.1 million, $446.8 million and $491.5 million, respectively. The amount of cash earned by award recipients following the end of the performance period could range from 0% to 200% of the target amount. If performance is between the threshold and target levels, or between the target and maximum levels, then the payout as a percentage of the target is determined by linear interpolation. Threshold (50%), target (100%) and maximum (200%) payout opportunities established for the 2023 annual incentive plan awards for each NEO are set forth in the table below.

  34. Annual Incentive Compensation

    | NEO | THRESHOLD | TARGET | MAXIMUM | | Erwin Haitzmann | $125,000 | $250,000 | $500,000 | | Peter Hoetzinger | 125,000 | 250,000 | 500,000 | | Margaret Stapleton | 62,500 | 125,000 | 250,000 | | Timothy Wright | 62,500 | 125,000 | 250,000 | | Andreas Terler | 62,500 | 125,000 | 250,000 | | Nikolaus Strohriegel | 62,500 | 125,000 | 250,000 |

  35. Annual Incentive Compensation

    | Century Casinos, Inc. 2024 Proxy Statement | 32| 71 |

  36. Annual Incentive Compensation

    In March 2024, the Compensation Committee reviewed the Company’s net operating revenue results. Net operating revenue for the Company’s Canadian and Poland properties was translated to US dollars with the exchange rates used in forecasting. Actual net operating revenue was $433.1 million for the period and the Compensation Committee determined that the NEOs earned approximately 84.66% of the targets set for cash bonuses under the annual incentive plan for 2023:

  37. Annual Incentive Compensation

    | NEO | 2023 ACTUAL BONUS | | Erwin Haitzmann | $211,640 | | Peter Hoetzinger | 211,640 | | Margaret Stapleton | 105,820 | | Timothy Wright | 105,820 | | Andreas Terler | 105,820 | | Nikolaus Strohriegel | 105,820 |

  38. Long-term Incentive Compensation

    Long-term Incentive Compensation Under our long-term incentive plan, the Compensation Committee grants PSUs annually, under which executive officers receive at-risk, performance-based compensation and payments based on pre-determined, measurable performance objectives approved by the Compensation Committee. 2023 Performance Stock Units In February 2023, under the 2016 Plan, the Compensation Committee approved the grant of PSUs granted in 2023 (“2023 PSUs”) to our senior management. Each 2023 PSU represents the right to receive one share of our common stock. The 2023 PSUs vest based on our achievement of specified performance measures, consisting of relative total stockholder return (“TSR”) and Adjusted EBITDAR, over a three-year performance period, beginning January 1, 2023. For the 2023 PSUs, relative TSR is calculated as the difference, whether positive or negative, between our TSR minus the TSR of the Russell 3000 Index. Adjusted EBITDAR is calculated as net (loss) earnings attributable to Century Casinos, Inc. stockholders before interest expense (income), net, including interest expense related to the Master Lease, income taxes (benefit), depreciation, amortization, non-controlling interests net earnings (losses) and transactions, pre-opening expenses, acquisition costs, non-cash stock-based compensation charges, asset impairment costs, loss (gain) on disposition of fixed assets, discontinued operations, (gain) loss on foreign currency transactions, cost recovery income and other, gain on business combination and certain other one-time items. The relative TSR performance measure constitutes 25% of the PSU award and the Adjusted EBITDAR performance measure constitutes 75% of the PSU award. The relative TSR and Adjusted EBITDAR performance measures are calculated independently. Threshold, target and maximum payout opportunities established for the 2023 PSUs will be used to calculate the number of shares that will be issuable when the award vests, which may range from 0% to 200% of the target amount. In order to earn any PSUs at the end of the performance period, the threshold level of either of the relative TSR or the Adjusted EBITDAR performance measures, but not both, must be achieved. Any 2023 PSUs that are earned are scheduled to vest and be settled in shares of the Company’s common stock following the end of the performance period. The Compensation Committee grants PSU awards to senior management on an annual basis. Threshold, target and maximum TSR and Adjusted EBITDAR performance measures for the 2023 PSUs are below:

  39. Long-term Incentive Compensation

    | NAME | THRESHOLD | TARGET | MAXIMUM | | Relative TSR | -10% | 0% | 10% | | Adjusted EBITDAR (in millions) | $288.6 | $320.6 | $352.7 |

  40. Long-term Incentive Compensation

    | Century Casinos, Inc. 2024 Proxy Statement | 33| 71 |

  41. Long-term Incentive Compensation

    The Compensation Committee granted the following target number of 2023 PSUs to the named executive officers on February 8, 2023:

  42. Long-term Incentive Compensation

    | NEO | TARGET NUMBER OF 2023 PSUs | GRANT DATE FAIR VALUE OF TARGET PSUs | | Erwin Haitzmann | 90,622 | $819,453 | | Peter Hoetzinger | 90,622 | 819,453 | | Margaret Stapleton | 32,365 | 292,659 | | Timothy Wright | 22,656 | 204,867 | | Andreas Terler | 32,365 | 292,659 | | Nikolaus Strohriegel | 22,656 | 204,867 |

  43. Long-term Incentive Compensation

    2021 Performance Stock Units In February 2021, under the long-term incentive program and pursuant to the 2016 Plan, the Compensation Committee approved the grant of PSUs (“2021 PSUs”) to our senior management. Each 2021 PSU represented the right to receive one share of our common stock. The 2021 PSUs vested based on our achievement of specified performance measures, consisting of relative TSR and Adjusted EBITDAR, over a three-year performance period, beginning January 1, 2021. For the 2021 PSUs, relative TSR was calculated as the difference, whether positive or negative, between our TSR minus the TSR of the Russell 3000 Index. The relative TSR performance measure constituted 25% of the PSU award and the Adjusted EBITDAR performance measure constituted 75% of the PSU award. Threshold, target and maximum performance measures were -10%, 0%, and 10%, respectively, for relative TSR and $214.7 million, $238.6 million, and $262.4 million, respectively, for Adjusted EBITDAR. The relative TSR and Adjusted EBITDAR performance measures were calculated independently. Threshold, target and maximum payout opportunities established for the 2021 PSUs were used to calculate the number of shares that were issuable when the award vested, which ranged from 0% to 200% of the target amount. In order to earn any PSUs at the end of the performance period, the threshold level of either of the relative TSR or the Adjusted EBITDA performance measures, but not both, had to be achieved. In March 2024, the Compensation Committee made a determination regarding the number (if any) of shares of common stock were earned and issuable under the 2021 PSU awards following the end of the three-year performance period. The Compensation Committee reviewed the Company’s TSR against the TSR of the Russell 3000 Index and calculated the Company’s Adjusted EBITDAR in accordance with the 2021 PSU awards. Based on the Company’s relative TSR of (47%) and Adjusted EBITDAR of $294.0 million (Adjusted EBITDAR related to Nugget Casino and Rocky Gap was excluded), the Compensation Committee approved a payout factor of 150% of the target number of 2021 PSUs. When the 2021 PSUs were earned and vested, they were settled in shares of our common stock. The following table shows the number of 2021 PSUs earned by the NEOs and settled in common stock on March 15, 2024:

  44. Long-term Incentive Compensation

    | NEO | NUMBER OF 2021 TARGET PSUs GRANTED | 2021 PSUs EARNED AT 150% PAYOUT FACTOR | | Erwin Haitzmann | 44,870 | 67,304 | | Peter Hoetzinger | 44,870 | 67,304 | | Margaret Stapleton | 18,634 | 27,950 | | Timothy Wright | 14,907 | 22,360 | | Andreas Terler | 18,634 | 27,950 | | Nikolaus Strohriegel | 14,907 | 22,360 |

  45. Long-term Incentive Compensation

    Replacement Options The stock options granted in 2023 (“2023 Options”) were replacement options granted to certain named executive officers and were not intended to serve as new equity grants or supplement other compensation paid to our named executive officers in accordance with our Compensation Policy. The 2023 Options replaced expiring already fully vested stock options held by Dr Haitzmann, Mr. Hoetzinger, Mr. Terler and Mr. Strohriegel (the “Original Options”) with an exercise price of $5.05, which were granted in December 2014 and would have expired in December 2024. The Original Options were cancelled and replaced with grants of the same number of options expiring in September 2033 which have a higher exercise price than the Original Options and are subject to re-vesting. The 2023 Options were granted on September 12, 2023, and are vested 25%

  46. Long-term Incentive Compensation

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  47. Long-term Incentive Compensation

    on the grant date, 25% on the first anniversary of the grant date, 25% on the second anniversary of the grant date and 25% on the third anniversary of the grant date. The 2023 Options have an exercise price of $5.61 per option, which represented the fair market value of a share of our stock on the grant date.

  48. CHANGE OF CONTROL AND SEVERANCE BENEFITS

    CHANGE OF CONTROL AND SEVERANCE BENEFITS Employment Agreements. We have entered into employment agreements with certain of our named executive officers, including our Co-Chief Executive Officers, which are described below under “Executive Agreements.” These agreements provide for severance compensation to be paid if the executives are terminated under certain conditions, such as a “change of control” or a termination without “cause” by us, each as is defined in the applicable agreement. For a summary of the material terms and conditions of our agreements with the named executive officers providing for payments in connection with termination of employment and changes in control of our Company, please see “Executive Compensation – 2023 Potential Payments upon Termination or Change in Control” below. The change of control provisions and the related severance compensation provisions of the employment agreements with our named executive officers and our equity incentive plans are designed to meet the following objectives: Change of Control. Many larger, established casino companies may consider companies at similar stages of growth as us as potential acquisition targets as a means of adding value to their company. In some scenarios, the potential for merger or acquisition may be in the best interests of our stockholders. In certain cases, we provide severance compensation if an executive is terminated as a result of a corporate transaction in order to maintain the continuity of management during the transaction and in order to promote the ability of our executive officers to act in the best interests of our stockholders even though there is a possibility that they could be terminated as a result of the transaction. A “change of control” is defined in the employment agreements for Dr. Haitzmann and Mr. Hoetzinger as follows: Any unaffiliated person or entity becoming the beneficial owner of a majority of the voting rights of our outstanding securities; The triggering of the issuance of stock rights to stockholders pursuant to our stock rights agreement, as amended from time to time; The replacement during any two calendar years of half or more of our Board; The replacement or rejection of one or more persons nominated to be a director by our Board before any change of control; The election of one or more persons to our Board that have not been nominated by our Board prior to any change of control; Dr. Haitzmann ceases to serve as our Chairman, except by reason of his death or permanent disability (as stated in Mr. Hoetzinger’s employment agreement);

  49. CHANGE OF CONTROL AND SEVERANCE BENEFITS

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  50. CHANGE OF CONTROL AND SEVERANCE BENEFITS

    Mr. Hoetzinger ceases to serve as our Vice Chairman, except by reason of his death or permanent disability (as stated in Dr. Haitzmann’s employment agreement); or The holders of securities approve a merger, consolidation or liquidation of our Company. Termination Without Cause By Us. If we terminate the employment of Dr. Haitzmann or Mr. Hoetzinger without cause, we are obligated to continue to pay their base salary and bonus for six months, as per the executive officer’s employment agreement. We believe this is appropriate because (i) the terminated executive officer is bound by confidentiality and non-compete provisions covering a specified period of time; (ii) we and the executive officer have mutually agreed to a severance package that is in place prior to any termination event, which provides us more flexibility to make a change in senior management if such a change is in the best interests of us and our stockholders; and (iii) the terminated executive receives a fair severance payment that is defined in advance of a termination without cause. For this scenario, we define “cause” for Dr. Haitzmann and Mr. Hoetzinger as follows: The failure of the executive for any reason, within 30 days after receipt by the executive of written notice thereof from us, to correct, cease, or otherwise alter any specific action or omission to act that constitutes a material and willful breach of such executive’s employment agreement that is likely to result in material damage to us; or Any willful gross misconduct likely to result in material damage to us. Termination With Cause By Executive. Dr. Haitzmann’s and Mr. Hoetzinger’s employment agreements provide severance in the event they terminate their employment with us for cause. This scenario would be treated similarly to a termination without cause by us for the same reasons provided for that situation, as described above. For this scenario, the employment agreements define “cause” as follows: Our failure for any reason, within 30 days after receipt by us of written notice from the executive, to correct, cease, or otherwise alter any material adverse change in the conditions of such employee’s employment, including, but not limited to any change in his title or position, or the duties of such position, unless the employee consents in writing to such change; or A change of control, as defined above, has occurred. Management Agreements. In addition to the employment agreements that we have with Dr. Haitzmann and Mr. Hoetzinger, we are party to separate management agreements with Flyfish, a Swiss corporation that is beneficially owned by Dr. Haitzmann, and with Focus, a Swiss corporation that is a wholly-owned subsidiary of Mr. Hoetzinger’s family foundation. Termination with Cause by Consultant or without Cause by Us. The management agreements provide for certain payments and benefits to be made to Flyfish and/or Focus should either of them terminate the management agreement for cause or should either of them be terminated by us without cause. These payments and benefits include: (i) a lump sum cash payment of three times the current management fee plus three times the average bonus for the prior three years and (ii) an option to continue to serve as a consultant for three years at the then-current management fee, prior year’s bonus and current benefits. For the purposes of the determination of these payments and benefits, “cause” means (i) our failure for any reason, within 30 days after receipt of written notice, to correct, cease or otherwise alter any material adverse change in the conditions of engagement, including but not limited to any change in duties or (ii) a change of control has occurred. A “change of control” under the management agreements is the same as a change of control under the employment agreements, as defined above. Equity Awards. Our 2016 Plan and our previous equity incentive plans under which we have issued equity awards to our executive officers provide for accelerated vesting of stock awards following a change of control, as defined in such plans, under certain circumstances as described below. Under the PSU award agreements, the PSUs issued to our executive officers under our 2016 Plan provide that, in the case of a termination without Cause, for Good Reason, by death or Disability, or due to a Change in Control (each, as defined in the PSU award agreement), the participant receives a prorated vesting and payout of PSUs equal to the target number of PSUs prorated for the number of days employed during the performance period. In the case of a Change in Control, the PSUs have accelerated vesting if (i) the participant has a termination without Cause or for Good Reason within 12 months after the award is assumed or replaced by the surviving entity, or (ii) the award is not assumed or replaced by the surviving entity.

  51. CHANGE OF CONTROL AND SEVERANCE BENEFITS

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  52. CHANGE OF CONTROL AND SEVERANCE BENEFITS

    For more information on our potential payments to named executive officers in connection with a termination or change of control, please see “Executive Compensation – 2023 Potential Payments upon Termination or Change of Control” below.

  53. OTHER Compensation Policies

    OTHER Compensation Policies Stock Ownership Policy. It is our policy that all of our executive officers should have a significant financial stake in us. To that end, we have adopted stock ownership guidelines applicable to our executive officers. The guidelines are applicable to each of our executive officers and provide that each executive officer is expected to directly or beneficially own shares of our common stock with a value at least equal to the amount shown below: Co-CEOs – Three times annual base salary All other executive officers – One times annual base salary The amount of annual base salary includes any management fees paid to a Co-CEO, a family foundation or a company directly or beneficially owned by such Co-CEO or a subsidiary thereof in connection with a management agreement entered into between any of such parties and the Company or any subsidiary of the Company. Shares counted for purposes of the ownership guidelines are fully-vested outstanding shares of which the individual is deemed to be the “beneficial owner” for purposes of Section 16 under the Exchange Act. For each Co-CEO, shares counted for purposes of the ownership guidelines include any shares owned by a family foundation or a company directly or beneficially owned by a Co-CEO or a subsidiary thereof. Shares subject to a compensatory equity-based award of any kind that has not yet vested and shares subject to an option or stock appreciation right that has not yet been exercised will not be counted toward satisfaction of the stock ownership guidelines. Each executive officer has five years from the date he or she becomes subject to the guidelines to achieve compliance with the ownership guidelines. In addition, over a three-year period, starting January 1, 2023, each of the Co-Chief Executive Officers was required to complete the purchase of additional shares of our common stock using the after-tax amount of €112,500 of such Co-Chief Executive Officer’s salary, and each of the Co-Chief Executive Officers met this requirement prior to December 31, 2023. Hedging and Pledging. We have adopted a policy that provides for restrictions on equity transactions, including prohibitions on hedging transactions and pledging of our stock by our officers and directors. The policy does not restrict non-officer employees. Our officers and directors may not engage in any hedging or monetization transactions with respect to the Company’s securities, including, but not limited to, through the use of financial instruments such as exchange funds, prepaid variable forwards, equity swaps, puts, calls, collars, forwards and other derivative instruments, or through the establishment of a short position in the Company’s securities. In addition, under the policy, our officers and directors are prohibited from holding the Company’s securities in a margin account or otherwise pledging the Company’s securities as collateral for a loan; provided that an exception may be granted where a person covered by the policy wishes to pledge the Company’s securities as collateral for a loan (not including margin debt) and clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities, if approved in advance by our Chief Financial Officer. Clawback Policy. Pursuant to Rule 10D-1 of the Exchange Act and applicable Nasdaq listing rules, we timely adopted a policy for recovery of incentive-based compensation from our current and former Section 16 executive officers under certain circumstances. Incentive-based compensation is any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure. The policy provides that in the event that we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, and the noncompliance resulted in overpayment of the incentive-based compensation received by an executive officer within the three completed fiscal years preceding the date the restatement was required, then the company will recover from its executive officers, on a reasonably prompt basis, the amount of any such erroneously awarded incentive-based compensation to an executive officer. Erroneously awarded incentive-based compensation is the excess of the amount of incentive-based compensation received by current and former executive officers over the amount of incentive-based compensation that otherwise would have been received had it been determined based on the restated amounts. In addition, if the Amended and Restated 2016 Equity Incentive Plan is approved by our stockholders, it will provide for the clawback of all time-vesting (in addition to performance-vesting) equity awards granted to our NEOs in the event of an accounting restatement.

  54. OTHER Compensation Policies

    Rule 10b5-1 Sales Plans. From time to time in accordance with our Insider Trading Policy, certain of our directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, in which they have contracted with a broker to buy or sell shares of our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them. The director or executive officer may amend or terminate the plan in specified circumstances as set forth in our Insider Trading Policy. In accordance with the SEC’s recent Rule 10b5-1 amendments, we plan to amend our Insider Trading Policy to impose a mandatory cooling-off period for our directors and executive officers and prohibit overlapping and single trade 10b5-1 plans, subject to certain exceptions. Other Equity-Related Policies. The 2016 Plan requires that all stock options granted under the plan have an exercise price that is not less than the fair market value of a share of our common stock on the date the grant is made. The 2016 Plan also prohibits re-pricing or exchanging underwater stock options under the 2016 Plan without stockholder approval. Our Compensation Policies and Practices as they Relate to Our Risk Management. We monitor the risks associated with our compensation programs and individual executive compensation decisions on an ongoing basis. The Compensation Committee identified no material risks in our executive compensation programs in fiscal 2023. The Compensation Committee believes that there are several features in our compensation programs and policies that mitigate excessive risk-taking. For instance, a large percentage of senior management compensation has historically been paid in the form of long-term equity awards over a multiple-year cycle, a compensation structure that is intended to align incentives with appropriate risk taking. Moreover, senior management is subject to share ownership and retention policies, and we retain broad discretion to recover incentive awards in the event of certain significant misconduct. Our general risk management controls also serve to preclude our decision makers from taking excessive risk to earn the incentives provided under our compensation programs.

  55. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  56. SUMMARY COMPENSATION TABLE

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($)(1) | BONUS ‎($)(2) | OPTION AWARDS ($)(3) | STOCK AWARDS ($)(4) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(5)(6) | ALL OTHER COMPENSATION ($)(7)(8) | TOTAL ‎($) | | Erwin Haitzmann | | | | | | | | | | Chairman of the Board | 2023 | 649,944(9) | 127,500 | 1,557,000 | 819,453 | 211,640 | 62,090 | 3,427,627 | | and Co-Chief Executive | 2022 | 591,929(9) | — | — | 746,970 | 253,837 | 48,707 | 1,641,443 | | Officer | 2021 | 620,299(9) | — | — | 289,079 | 405,000 | 54,665 | 1,369,043 | | Peter Hoetzinger | | | | | | | | | | Vice Chairman of the Board, | 2023 | 676,950(10) | 127,500(11) | 1,557,000 | 819,453 | 211,640(11) | 80,519 | 3,473,062 | | Co-Chief Executive Officer | 2022 | 591,406(10) | — | — | 746,970 | 253,837(11) | 75,968 | 1,668,181 | | and President | 2021 | 619,957(10) | — | — | 289,079 | 405,000(11) | 86,992 | 1,401,028 | | Margaret Stapleton | 2023 | 279,250 | 95,000 | — | 292,659 | 105,820 | 8,324 | 781,053 | | Chief Financial Officer | 2022 | 250,000 | — | — | 266,776 | 112,817 | 7,500 | 637,093 | | and Corporate Secretary | 2021 | 250,000 | — | — | 120,053 | 180,000 | 7,500 | 557,553 | | Timothy Wright | 2023 | 223,400 | 95,000 | — | 204,867 | 105,820 | 6,649 | 635,736 | | Chief Accounting Officer | 2022 | 200,000 | — | — | 186,740 | 112,817 | 6,000 | 505,557 | | and Corporate Controller | 2021 | 200,000 | — | — | 96,040 | 180,000 | 6,000 | 482,040 | | Andreas Terler | | | | | | | | | | Managing Director of CRM and | 2023 | 265,364 | 80,000 | 173,000 | 292,659 | 105,820 | — | 916,843 | | Executive Vice President, | 2022 | 221,413 | — | — | 266,776 | 112,817 | — | 601,006 | | Operations - United States | 2021 | 194,662 | — | — | 120,053 | 180,000 | — | 494,715 | | Nikolaus Strohriegel | | | | | | | | | | Managing Director of CRM | 2023 | 159,980 | 10,000 | 86,500 | 204,867 | 105,820 | — | 567,167 | | and Executive Vice President, | 2022 | 138,574 | — | — | 186,740 | 112,817 | — | 438,131 | | Operations - Canada and Europe | 2021 | 146,659 | — | — | 96,040 | 180,000 | — | 422,699 |

  57. SUMMARY COMPENSATION TABLE

    (1)Dr. Haitzmann and Mr. Hoetzinger are paid their base salaries in euros. For Dr. Haitzmann, $258,624 of his 2023 salary, $231,929 of his 2022 salary and $260,299 of his 2021 salary were paid in euros. For Mr. Hoetzinger, $285,630 of his 2023 salary, $231,406 of his 2022 salary and $259,957 of his 2021 salary were paid in euros. Amounts paid to Dr. Haitzmann and Mr. Hoetzinger pursuant to management agreements as described below in footnotes (9) and (10) of this table are paid in U.S. dollars. The base salaries of Messrs. Terler and Strohriegel are paid in euros. The amounts paid in euros were converted to U.S. dollars in the table above using the average monthly exchange rate applicable to the months during which such salaries were earned. Such Euro exchange rates ranged from 1.06 to 1.10 during 2023, 0.98 to 1.13 during 2022 and 1.13 to 1.22 during 2021. (2)The bonuses for each NEO in 2023 related to the successful completion of Company’s acquisitions of the Nugget Casino and Rocky Gap and the sale and leaseback of the real estate related to Company’s Canada properties that were completed in 2023. (3)Represents the grant date fair market value of the 2023 Options which replaced prior options as discussed in “Long-Term Incentive Compensation – Replacement Options”. The Replacement Options replaced stock options previously issued in December 2014 and expiring in December 2024 which were cancelled. (4)The amounts shown represent the grant date fair value computed in accordance with FASB ASC 718 of the 2023 PSUs, PSUs granted in 2022 (“2022 PSUs”) and 2021 PSUs granted to the NEOs as part of our long-term incentive compensation program. The amounts shown represent the values that are based on achievement of 100% of target performance. Assuming achievement of the maximum 200% of target performance, the value of the 2023 PSUs would be: $1,638,906 for each of Dr. Haitzmann and Mr. Hoetzinger; $585,317 for each of Ms. Stapleton and Mr. Terler; and $409,734 for each of Mr. Wright and Mr. Strohriegel; the value of the 2022 PSUs would be: $1,493,940 for each of Dr. Haitzmann and Mr. Hoetzinger; $533,551 for each of Ms. Stapleton and Mr. Terler; and $373,481 for each of Mr. Wright and Mr. Strohriegel; and the value of the 2021 PSUs would be: $578,158 for each of Dr. Haitzmann and Mr. Hoetzinger; $240,106 for each of Ms. Stapleton and Mr. Terler; and $192,080 for each of Mr. Wright and Mr. Strohriegel. Assumptions used in the calculation of the amounts reported in this column are

  58. SUMMARY COMPENSATION TABLE

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  59. SUMMARY COMPENSATION TABLE

    included in Note 12 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. For discussion of the 2023 PSUs and 2021 PSUs, see “Compensation Discussion and Analysis” above. (5)The amounts shown represent cash payments made to each of our NEOs under our annual incentive plan, which is further described in “Compensation Discussion and Analysis” above. The amounts disclosed for 2023 represent the actual incentive amounts earned for 2023 that were paid in March 2024. (6)The cash payments made to Mr. Terler and Mr. Strohriegel were paid in euros. (7)The other compensation for Dr. Haitzmann and Mr. Hoetzinger for 2023 includes premiums paid on medical insurance policies and the portion of our expense for automobiles provided to our Co-Chief Executive Officers attributable to personal use during 2023. Pursuant to the terms of his employment agreement, Dr. Haitzmann has elected to receive a monthly car allowance from us in cash, in lieu of our providing him with the use of an automobile. We estimate that approximately 35% of the annual lease cost for Mr. Hoetzinger’s automobile represents the amount attributable to personal use. For Mr. Hoetzinger, other compensation also includes premiums paid related to his life insurance policy. Other compensation for Ms. Stapleton and Mr. Wright for 2023 includes company paid 401K match. These amounts are broken out as follows:

  60. SUMMARY COMPENSATION TABLE

    | NAME | MEDICAL INSURANCE | LIFE INSURANCE | AUTOMOBILE | 401K | TOTAL | | Erwin Haitzmann | $21,859 | $— | $40,231 | $— | $62,090 | | Peter Hoetzinger | 14,911 | 19,155 | 46,453 | — | 80,519 | | Margaret Stapleton | — | — | — | 8,324 | 8,324 | | Timothy Wright | — | — | — | 6,649 | 6,649 |

  61. SUMMARY COMPENSATION TABLE

    Amounts previously included for Ms. Stapleton and Mr. Wright that relate to medical insurance benefits provided to all US employees have been removed from the All Other Compensation column for 2021 and 2022, and the 401(k) contributions have been included. (8)The amounts in the “All Other Compensation” column for Dr. Haitzmann and Mr. Hoetzinger were converted to U.S. dollars from euros based on the average monthly exchange rates applicable to the months during which such compensation was earned. Such Euro exchange rates ranged from 1.06 to 1.10 during 2023, 0.98 to 1.13 during 2022 and 1.13 to 1.22 during 2021. (9)Includes $258,624, $231,929 and $260,299 for 2023, 2022 and 2021, respectively, which have been paid to Dr. Haitzmann under his employment agreement, and $391,320 for 2023 and $360,000 for each of 2022 and 2021, which were paid to Flyfish under a management agreement between Flyfish and our subsidiary. Under this management agreement, we contract certain services from Flyfish to be provided by Dr. Haitzmann and other members of the Flyfish team. Flyfish is a company beneficially owned by Dr. Haitzmann. See “Executive Agreements” below. (10)Includes $285,630, $231,406 and $259,957 for 2023, 2022 and 2021, respectively, which have been paid to Mr. Hoetzinger under his employment agreement, and $391,320 for 2023 and $360,000 for each of 2022 and 2021, which were paid to Focus under a management agreement between Focus and our subsidiary. Under this management agreement, we contract certain services from Focus to be provided by Mr. Hoetzinger and other members of the Focus team. Focus is a wholly-owned subsidiary of The Hoetzinger Family Foundation. See “Executive Agreements” below. (11)Represents amounts assigned to Focus.

  62. SUMMARY COMPENSATION TABLE

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  63. 2023 GRANTS OF PLAN-BASED AWARDS

    2023 GRANTS OF PLAN-BASED AWARDS The following table sets forth summary information regarding all grants of plan-based awards made to our named executive officers for the year ended December 31, 2023.

  64. 2023 GRANTS OF PLAN-BASED AWARDS

    | | | ESTIMATED FUTURE PAYOUTS ‎UNDER NON-EQUITY ‎INCENTIVE PLAN AWARDS (1) | | | ESTIMATED FUTURE PAYOUTS UNDER ‎EQUITY INCENTIVE PLAN AWARDS | | | NUMBER OF SECURITIES UNDERLYING | EXERCISE PRICE OF OPTION | GRANT DATE FAIR VALUE OF STOCK AND OPTION | | NAME | GRANT ‎DATE | THRESHOLD ‎($) | TARGET ‎($) | MAXIMUM ‎($) | THRESHOLD ‎(#)(2) | TARGET ‎(#) | MAXIMUM ‎(#) | OPTIONS ‎(#)(3) | AWARDS ‎($)(3) | AWARDS ‎($)(4) | | Erwin Haitzmann | | 125,000 | 250,000 | 500,000 | | | | | | | | | 2/8/2023 | | | | 11,328 | 90,622 | 181,244 | | | 819,453 | | | 9/12/2023 | | | | | | | 450,000 | 5.61 | 1,557,000 | | Peter Hoetzinger (5) | | 125,000 | 250,000 | 500,000 | | | | | | | | | 2/8/2023 | | | | 11,328 | 90,622 | 181,244 | | | 819,453 | | | 9/12/2023 | | | | | | | 450,000 | 5.61 | 1,557,000 | | Margaret Stapleton | | 62,500 | 125,000 | 250,000 | | | | | | | | | 2/8/2023 | | | | 4,046 | 32,365 | 64,730 | | | 292,659 | | Timothy Wright | | 62,500 | 125,000 | 250,000 | | | | | | | | | 2/8/2023 | | | | 2,832 | 22,656 | 45,312 | | | 204,867 | | Andreas Terler | | 62,500 | 125,000 | 250,000 | | | | | | | | | 2/8/2023 | | | | 4,046 | 32,365 | 64,730 | | | 292,659 | | | 9/12/2023 | | | | | | | 50,000 | 5.61 | 173,000 | | Nikolaus Strohriegel | | 62,500 | 125,000 | 250,000 | | | | | | | | | 2/8/2023 | | | | 2,832 | 22,656 | 45,312 | | | 204,867 | | | 9/12/2023 | | | | | | | 25,000 | 5.61 | 86,500 |

  65. 2023 GRANTS OF PLAN-BASED AWARDS

    (1)The amounts shown represent the potential value of performance cash bonus awards under our annual incentive plan for each of our NEOs. For 2023, the Compensation Committee approved a bonus plan tied to our attainment of net operating revenue objectives for which threshold, target and maximum levels were established. Under the terms of the annual incentive plan for 2023, the NEOs received a performance-based payout at 84.66%. The bonuses were paid in March 2024. Please also see “Compensation Discussion and Analysis” for more details regarding the annual incentive plan. (2)The threshold amount of the 2023 PSUs listed above is calculated in accordance with the PSU award agreement, which provides that a participant may earn PSUs if the threshold level of either of the two performance measures is achieved. The relative TSR performance measure constitutes 25% of the PSU award. If only this performance measure was achieved at the threshold level, the participant would earn the threshold amount of 2023 PSUs set forth in the table above. (3)Fully vested stock options held by Dr. Haitzmann, Mr. Hoetzinger, Mr. Terler and Mr. Strohriegel with an exercise price of $5.05, which were granted in December 2014 and would have expired in December 2024, were cancelled and replaced with grants of the same number of options expiring in September 2033. The 2023 Options, granted on September 12, 2023, vested 25% on the grant date, 25% on the first anniversary of the grant date, 25% on the second anniversary of the grant date and 25% on the third anniversary of the grant date, and have an exercise price of $5.61 per option, which represented the fair market value of a share of our stock on the grant date. (4)The number of 2023 PSUs that vest and are settled in shares of common stock can range from 0% to 200% of the number of 2023 PSUs awarded depending on the Company’s performance during the three-year performance period. The 2023 PSUs vest based on our achievement of specified performance measures, consisting of relative TSR and Adjusted EBITDAR. We granted the 2023 PSUs to the NEOs under our 2016 Plan. The dollar value of the PSUs shown represents the grant date fair value based on performance at target level, which is the probable outcome of the relevant performance conditions, computed in accordance with FASB ASC Topic 718. Please also see “Compensation Discussion and Analysis” for more details regarding the 2023 PSUs. (5)The annual incentive award and 2023 PSUs were assigned to Focus.

  66. 2023 GRANTS OF PLAN-BASED AWARDS

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  67. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END The following table sets forth the number of options and PSUs held by our named executive officers as of December 31, 2023.

  68. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | | | OPTION AWARDS | | | | STOCK AWARDS | | | NAME | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS ‎ ‎EXERCISABLE ‎(#)(1) | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS ‎ ‎UNEXERCISABLE ‎(#)(1) | OPTION EXERCISE PRICE ‎ ‎ ‎($) | OPTION EXPIRATION DATE | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(2) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(3) | | Erwin Haitzmann | 03/29/2022 | — | — | — | — | 142,280 | 694,326 | | | 02/08/2023 | — | — | — | — | 181,244 | 884,471 | | | 09/12/2023 | 112,500 | 337,500 | 5.61 | 09/12/2033 | — | — | | Peter Hoetzinger | 03/29/2022 | — | — | — | — | 142,280 | 694,326 | | | 02/08/2023 | — | — | — | — | 181,244 | 884,471 | | | 09/12/2023 | 112,500 | 337,500 | 5.61 | 09/12/2033 | — | — | | Margaret Stapleton | 03/29/2022 | — | — | — | — | 50,814 | 247,972 | | | 02/08/2023 | — | — | — | — | 64,730 | 315,882 | | Timothy Wright | 12/26/2014 | 30,000 | — | 5.05 | 12/26/2024 | — | — | | | 03/29/2022 | — | — | — | — | 35,570 | 173,582 | | | 02/08/2023 | — | — | — | — | 45,312 | 221,123 | | Andreas Terler | 03/29/2022 | — | — | — | — | 50,814 | 247,972 | | | 02/08/2023 | — | — | — | — | 64,730 | 315,882 | | | 09/12/2023 | 12,500 | 37,500 | 5.61 | 09/12/2033 | — | — | | Nikolaus Strohriegel | 03/29/2022 | — | — | — | — | 35,570 | 173,582 | | | 02/08/2023 | — | — | — | — | 45,312 | 221,123 | | | 09/12/2023 | 6,250 | 18,750 | 5.61 | 09/12/2033 | — | — |

  69. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    (1)Fully vested stock options held by Dr Haitzmann, Mr. Hoetzinger, Mr. Terler and Mr. Strohriegel with an exercise price of $5.05, which were granted in December 2014 and would have expired in December 2024, were cancelled and replaced with grants of the same number of 2023 Options. The 2023 Options, granted on September 12, 2023, vested 25% on the grant date, 25% on the first anniversary of the grant date, 25% on the second anniversary of the grant date and 25% on the third anniversary of the grant date and have an exercise price of $5.61 per option, which represented the fair market value of a share of our stock on the grant date. (2)The 2023 PSUs and 2022 PSUs are subject to three-year performance periods that end on December 31, 2025 and December 31, 2024, respectively. The number of PSUs that vest and settle in shares of common stock can range from 0% to 200% of the number of PSUs awarded depending on our performance during the performance period. Because actual performance in the last completed performance period (2021-2023) vested above target, PSU values are presented assuming achievement of “maximum” targets at the end of the three-year performance period. The relative TSR performance measure constitutes 25% of each PSU award. Please also see “Compensation Discussion and Analysis” for more details regarding the 2023 PSUs. (3)The market value of the 2023 PSUs and 2022 PSUs shown is calculated based on the closing price of our common stock on December 29, 2023 of $4.88 per share.

  70. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | Century Casinos, Inc. 2024 Proxy Statement | 43| 71 |

  71. OPTION EXERCISES AND STOCK VESTED IN 2023

    OPTION EXERCISES AND STOCK VESTED IN 2023 The following table sets forth information regarding options exercised by Ms. Stapleton in 2023 and PSUs vesting in 2023.

  72. OPTION EXERCISES AND STOCK VESTED IN 2023

    | | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ‎ACQUIRED ON EXERCISE ‎(#) | VALUE REALIZED ON EXERCISE ($)(1) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($)(2) | | Erwin Haitzmann | — | — | 67,304 | 210,662 | | Peter Hoetzinger (3) | — | — | 67,304 | 210,662 | | Margaret Stapleton | 25,000 | 14,500 | 27,950 | 87,484 | | Timothy Wright | — | — | 22,360 | 69,987 | | Andreas Terler | — | — | 27,950 | 87,484 | | Nikolaus Strohriegel | — | — | 22,360 | 69,987 |

  73. OPTION EXERCISES AND STOCK VESTED IN 2023

    (1)The value realized on exercise is calculated as the difference between the closing price of our common stock on the date of exercise for the number of shares acquired upon exercise and the applicable option exercise price for those shares. (2)The value realized equals the closing price of our common stock on the vesting date multiplied by the number of shares vested. (3)Represents shares underlying the 2021 PSUs that were assigned to Focus. See “Executive Agreements” below.

  74. 2023 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    2023 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL We have entered into employment agreements with and granted equity awards to certain of our named executive officers that require us to make payments and provide various benefits in the event of the executive’s termination or a change of control. The terms of the agreements and the estimated value of the payments and benefits due to the executives pursuant to their agreements under various termination events are detailed below.

  75. CEO PAY RATIO DISCLOSURE

    CEO PAY RATIO DISCLOSURE As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K under the Exchange Act (“Regulation S-K”), we are providing the following information about the relationship of the annual total compensation of Dr. Haitzmann and Mr. Hoetzinger, Co-Chief Executive Officers, and the annual total compensation of our employees. Using the methodology described below, we determined that the median of the annual total compensation of all of our employees, excluding the Co-Chief Executive Officers, was $47,403. The annual total compensation of our Co-Chief Executive Officers was $3,427,627 for Dr. Haitzmann and $3,473,062 for Mr. Hoetzinger. As a result, the ratio of the annual total compensation of each of Dr. Haitzmann and Mr. Hoetzinger to the median of the annual total compensation of all employees included in our calculations was 72 to 1 and 73 to 1, respectively. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. To identify our median employee and that person’s annual total compensation, we took the following steps: (1)We determined that, as of December 1, 2023, our employee population consisted of approximately 4,200 employees. This population consisted of full-time, part-time, seasonal and temporary employees of Century Casinos, Inc. and its consolidated subsidiaries employed by us on that date. (2)To identify the “median employee” from our employee population, we compared cash compensation (which included salary and bonus) of our employees for the year ended December 31, 2023 as reflected in our internal payroll records. This compensation measure was consistently applied to all employees included in our calculations. Due to our international operations, it was determined that the only comparable payroll data across jurisdictions was employee salaries and bonuses. Tips were excluded from the measurement because tips are reported differently in each jurisdiction in which we operate. (3)We converted compensation paid to non-U.S. employees in local currency to U.S. dollars using the average exchange rate for the year ended December 31, 2023. We did not make any cost of living adjustments in identifying the “median employee”. (4)Once we identified the “median employee”, we calculated such employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, which resulted in annual total compensation of $47,403, and compared it to the annual total compensation of our Co-Chief Executive Officers for 2023 as set forth in the “Total” column in the Summary Compensation Table included in this proxy statement. Because the SEC rules for identifying the median of the annual total compensation of a company’s employees and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies have headquarters in different countries, have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their pay ratios. PAY VERSUS PERFORMANCE Pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the Pay Versus Performance table (set forth below) is required to include “Compensation Actually Paid,” as calculated per SEC disclosure rules, to the Company’s principal executive officers (PEOs) and the Company’s non-PEO NEOs, as noted below. “Compensation Actually Paid” represents a new required calculation that differs significantly from the Summary Compensation Table calculation of compensation, the NEOs realized or earned compensation, as well as from the way in which the Compensation Committee views annual compensation decisions, as discussed in “Compensation Discussion and Analysis”. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by NEOs, including with respect to PSUs that remain subject to forfeiture if vesting conditions are not satisfied.

  76. CEO PAY RATIO DISCLOSURE

    | Century Casinos, Inc. 2024 Proxy Statement | 52| 71 |

  77. CEO PAY RATIO DISCLOSURE

    | Year | Summary Compensation Table Total for PEO1 ‎($) | Compensation Actually Paid to PEO1 ‎($) | Summary Compensation Table Total for PEO2 ‎($) | Compensation Actually Paid to PEO2 ‎($) | Average Compensation Table Total for Non-PEO NEOs ‎($) | Average Compensation Actually Paid to Non-PEO NEOs ‎($) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ‎($) | Value of Initial Fixed $100 Investment Based on Peer Group Shareholder Return ‎($) | Net Income (Loss) ‎($ in millions) | CSM (Adjusted EBITDAR) ($ in millions) | | | (1)(2) | (1)(4) | (1)(2) | (1)(4) | (3)(5) | (3)(4)(5) | (6) | (7) | | (8) | | 2023 | 3,427,627 | 2,203,326 | 3,473,062 | 2,248,761 | 725,200 | 532,459 | 62 | 75 | (28.2) | 114.0 | | 2022 | 1,641,443 | 788,298 | 1,668,181 | 815,036 | 545,447 | 229,397 | 89 | 57 | 8.0 | 103.3 | | 2021 | 1,369,043 | 2,951,941 | 1,401,028 | 2,983,926 | 489,252 | 1,040,478 | 154 | 77 | 20.6 | 97.9 | | 2020 | 1,087,462 | 752,540 | 1,100,831 | 765,909 | 368,399 | 298,434 | 81 | 89 | (48.0) | 48.4 |

  78. CEO PAY RATIO DISCLOSURE

    (1)PEO1 is Dr. Erwin Haitzmann. PEO2 is Mr. Peter Hoetzinger. Dr. Haitzmann and Mr. Hoetzinger were co-CEOs for all four years reported in this table. (2)Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the applicable year for each of Dr. Haitzmann and Mr. Hoetzinger and (ii) the average total compensation in the Summary Compensation Table for the applicable year for the Company’s NEOs other than Dr. Haitzmann and Mr. Hoetzinger reported for the applicable year. (3)For all four years reported in this table Non-PEO NEOs were: Ms. Stapleton, Mr. Wright, Mr. Terler and Mr. Strohriegel. (4)To calculate “Compensation Actually Paid” under SEC disclosure rules, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. Reconciliations of the adjustments are set forth in the tables below. Based on the required methodology for calculating “Compensation Actually Paid” under SEC disclosure rules, “Compensation Actually Paid” fluctuates most significantly based on changes in the Company’s stock price during the vesting period of the award. Accordingly, values shown as “Compensation Actually Paid” reflect the increase or decrease in the value of such equity awards based on our stock price performance and, for the years prior to vesting, do not reflect compensation realized or earned by the NEO. Accordingly, “Compensation Actually Paid” reflected below includes values for equity awards that may not be earned due to failure to satisfy the vesting conditions or may be earned at levels that differ from the amounts reported below based on the stock price as of the vesting date. The assumptions used for calculating the fair value for purposes of determining “Compensation Actually Paid” are consistent with the methodology used for calculating the grant date fair value for financial reporting purposes. None of our NEOs participate in a pension plan; therefore, no adjustment from the Summary Compensation Table total related to pension value was made.

  79. CEO PAY RATIO DISCLOSURE

    | | PEO1 ‎($) | PEO2 ‎($) | Other NEOs ‎(Average) ‎($) | | | 2023 | 2023 | 2023 | | Summary Compensation Table - Total Compensation | 3,427,627 | 3,473,062 | 725,200 | | - Grant Date Fair Value of Stock and Option Awards Granted in Fiscal Year | (2,376,453) | (2,376,453) | (313,638) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Equity Awards Granted in Fiscal Year | 1,330,223 | 1,330,223 | 132,746 | | +/- Difference between Prior Fiscal Year-End and Fiscal Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | (393,547) | (393,547) | (131,578) | | + Fair Value at Vesting of Equity Awards Granted in Fiscal Year that Vested During Fiscal Year | — | — | — | | +/- Difference between Prior Fiscal Year-End and Vesting Date Fair Value of Equity Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 215,476 | 215,476 | 119,729 | | - Fair Value as of Prior Fiscal Year-End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | — | | = Compensation Actually Paid | 2,203,326 | 2,248,761 | 532,459 |

  80. CEO PAY RATIO DISCLOSURE

    (5)Amounts previously included for Average Compensation for Non-PEO NEOs that relate to medical insurance benefits provided to all US employees have been removed from the calculation of total compensation for 2020, 2021 and 2022, and 401(k) contributions for our US Non-PEO NEOs have been included for those years.

  81. CEO PAY RATIO DISCLOSURE

    | Century Casinos, Inc. 2024 Proxy Statement | 53| 71 |

  82. CEO PAY RATIO DISCLOSURE

    (6)Pursuant to the rules of the SEC, Total Shareholder Return (TSR) is calculated based on a fixed investment of $100 measured from the market close on December 31, 2019 (the last trading day of 2019) through and including the end of the fiscal year for each year reported in the table. Historic stock price performance is not necessarily indicative of future stock price performance. (7)Our peer group used for the TSR calculation is the Dow Jones US Gambling Index. (8)Our company-selected measure, which is the measure we believe represents the most important financial performance not otherwise presented in the table above that we use to link Compensation Actually Paid to our NEOs for the 2023 fiscal year to our company’s performance, is Adjusted EBITDAR, a non-GAAP financial measure. For a discussion and reconciliation of Adjusted EBITDAR to the most directly comparable measure under GAAP, see Appendix A.