DEF 14A of Century Casinos Inc /Co/, Apr 29, 2025

DEF 14A of Century Casinos Inc /Co/

Filed Apr 29, 2025 · FY20240000911147-25-000019

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 no formal meetings in 2024; however, all Board members attended the four audit committee meetings and approved resolutions through unanimous written consent on three occasions during 2024. During 2024, each director attended all committee meetings held during the year of which he or she 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 2024 Annual Meeting.

  4. CERTAIN INFORMATION REGARDING THE BOARD

    | Century Casinos, Inc. 2025 Proxy Statement | 3| 45 |

  5. 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. |

  6. 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 2024, the Audit Committee held four meetings.

  7. 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. |

  8. 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.

  9. CERTAIN INFORMATION REGARDING THE BOARD

    | Century Casinos, Inc. 2025 Proxy Statement | 4| 45 |

  10. 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 2024, the Compensation Committee held two meetings and approved resolutions through unanimous written consent on five occasions.

  11. 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. |

  12. 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 2024. 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 2024, the Governance and Nominating Committee approved two resolutions by unanimous written consent.

  13. CERTAIN INFORMATION REGARDING THE BOARD

    | Century Casinos, Inc. 2025 Proxy Statement | 5| 45 |

  14. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION During 2024, 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 of $40,000; The Audit Committee chair received an additional annual cash retainer of $20,000; Outside Directors were to receive an annual equity grant of restricted stock units (“RSUs”) with a grant date fair value of $10,000; however, they each received cash compensation of $10,000 in lieu of an RSU grant in 2024; 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 and vest 100% on the first anniversary of the Director RSU Grant Date. In 2024, RSUs were not granted to Outside Directors pending the approval of the Amended and Restated 2016 Equity Incentive Plan by stockholders at the 2024 annual meeting. Instead, the equivalent value was paid in cash. Directors who are also our employees, including our Co-Chief Executive Officers, receive no additional compensation for serving on our Board of Directors. Our Compensation Committee determined not to make any changes to our director compensation program for 2024 or 2025.

  15. DIRECTOR COMPENSATION

    | Century Casinos, Inc. 2025 Proxy Statement | 7| 45 |

  16. 2024 DIRECTOR COMPENSATION TABLE

    2024 DIRECTOR COMPENSATION TABLE The following table sets forth the compensation of our Outside Directors for 2024:

  17. 2024 DIRECTOR COMPENSATION TABLE

    | NAME | FEES EARNED OR PAID IN CASH (1) | TOTAL | | Gottfried Schellmann | $70,000 | $70,000 | | Dinah Corbaci | 50,000 | 50,000 | | Eduard Berger | 50,000 | 50,000 |

  18. 2024 DIRECTOR COMPENSATION TABLE

    (1)The amounts reflected in “Fees Earned or Paid in Cash” include cash compensation paid in lieu of an RSU grant. As of December 31, 2024, Mr. Schellmann, Dr. Corbaci and Mr. Berger each held options to purchase 25,000 shares of our common stock, all of which were exercisable. We did not grant stock options or RSUs to our Outside Directors during 2024.

  19. 2024 DIRECTOR COMPENSATION TABLE

    | Century Casinos, Inc. 2025 Proxy Statement | 8| 45 |

  20. 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 2027 Annual Meeting. Based on the recommendations of our Governance and Nominating Committee, the Board has nominated Dr. Dinah Corbaci and Mr. Eduard Berger for election as Class I directors to serve for three-year terms expiring at the 2028 Annual Meeting of Stockholders. Dr. Corbaci is presently a member of the Board of Directors, having served continuously as a director since 2000. Mr. Berger is presently a member of the Board of Directors, having served continuously as a director since 2018. Dr. Corbaci and Mr. Berger 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. Corbaci and Mr. Berger, the nominees for Class I directors, are set forth below under “Information Regarding Directors.”

  21. INFORMATION REGARDING DIRECTORS

    INFORMATION REGARDING DIRECTORS Information regarding our Board as of April 28, 2025 is as follows:

  22. INFORMATION REGARDING DIRECTORS

    | NAME | AGE | POSITION HELD | | Erwin Haitzmann | 71 | Chairman of the Board and Co-Chief Executive Officer | | Peter Hoetzinger | 62 | Vice Chairman of the Board, Co-Chief Executive Officer and President | | Gottfried Schellmann | 71 | Director | | Dinah Corbaci | 70 | Director | | Eduard Berger | 56 | Director |

  23. 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.

  24. INFORMATION REGARDING DIRECTORS

    | Century Casinos, Inc. 2025 Proxy Statement | 14| 45 |

  25. 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.

  26. 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 our 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 2024 annual meeting, our stockholders approved our Amended and Restated 2016 Equity Incentive Plan (the “2016 Plan”), which authorizes the issuance of 5,930,400 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. No liberal share recycling or reload provisions. No liberal definition of “change in control.”

  27. COMPENSATION POLICY

    No automatic accelerated vesting of equity awards upon a change in control. Limit on non-employee director awards. A clawback applicable to all equity awards, whether time- or performance-based.

  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. 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 determining 2024 compensation, 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 Entertainment, 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

    | Century Casinos, Inc. 2025 Proxy Statement | 20| 45 |

  32. USE OF PEER GROUP AND OTHER MARKET DATA

    The 2024 Peer Group contains the same companies that were in the Peer Group for 2023. 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 named executive officer compensation.

  33. Base Salary

    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 June 2024, effective January 2024, the Compensation Committee increased by 4-5% the base salaries of each of our named executive officers (including through the annual management fees paid to Flyfish and Focus for services rendered by the Co-CEOs), except that Mr. Strohriegel’s salary was increased by 13% to more closely align his compensation with his role. 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.

  34. Annual Incentive Compensation

    Annual Incentive Compensation The Compensation Committee considers salaries and bonuses and, in the case of our Co-Chief Executive Officers, compensation payable under their management agreements, in determining the competitiveness of the total compensation package. After the end of each fiscal year, the Compensation Committee determines whether named executive officers 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 2024 was based on the achievement of net operating revenue over a one-year performance period beginning on January 1, 2024, with threshold, target and maximum set at $564.3 million, $627.0 million and $689.7 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 2024 annual incentive plan for each named executive officer are set forth in the table below.

  35. Annual Incentive Compensation

    | NAMED EXECUTIVE OFFICER | 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 |

  36. Annual Incentive Compensation

    In March 2025, 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 $576.0 million for the period, and the Compensation Committee determined that the named executive officers earned approximately 59.3% of the targets set for cash bonuses under the annual incentive plan for 2024, as noted in the table below. However, the Compensation Committee determined that the 2024 annual incentive plan bonuses for our Co-CEOs were not earned; they will be payable in 2026 if the Company meets the “threshold” performance for 2025 net operating revenue targets, as set by the Compensation Committee for the 2025 annual incentive plan.

  37. Annual Incentive Compensation

    | NAMED EXECUTIVE OFFICER | 2024 ACTUAL BONUS | | Erwin Haitzmann | $—(1) | | Peter Hoetzinger | —(1) | | Margaret Stapleton | 74,123 | | Timothy Wright | 74,123 | | Andreas Terler | 74,123 | | Nikolaus Strohriegel | 74,123 |

  38. Annual Incentive Compensation

    (1)Annual incentive plan bonuses to Dr. Haitzmann and Mr. Hoetzinger (which would have otherwise been in the amount of $148,245 for each) were not earned. However, these amounts will be earned by the Co-CEOs if the Company meets “threshold” performance for 2025 net operating revenue targets, as set by the Compensation Committee for the 2025 annual incentive plan.

  39. Annual Incentive Compensation

    | Century Casinos, Inc. 2025 Proxy Statement | 22| 45 |

  40. 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. 2024 Performance Stock Units After stockholder approval of the amendment and restatement of the 2016 Plan, in June 2024, the Compensation Committee approved the grant of PSUs for 2024 (“2024 PSUs”) to our senior management under the 2016 Plan. Each 2024 PSU that vests represents the right to receive one share of our common stock. The 2024 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, 2024. For the 2024 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, termination costs related to closing a casino, 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 2024 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 2024 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 2024 PSUs are below:

  41. Long-term Incentive Compensation

    | NAME | THRESHOLD | TARGET | MAXIMUM | | Relative TSR | -10% | 0% | 10% | | Adjusted EBITDAR (in millions) | $376.1 | $417.8 | $459.6 |

  42. Long-term Incentive Compensation

    The Compensation Committee granted the following target number of 2024 PSUs to the named executive officers on June 22, 2024:

  43. Long-term Incentive Compensation

    | NAMED EXECUTIVE OFFICER | TARGET NUMBER OF 2024 PSUs | GRANT DATE FAIR VALUE OF TARGET PSUs | | Erwin Haitzmann | 94,791 | $171,808 | | Peter Hoetzinger | 94,791 | 171,808 | | Margaret Stapleton | 33,854 | 61,360 | | Timothy Wright | 23,698 | 42,952 | | Andreas Terler | 33,854 | 61,360 | | Nikolaus Strohriegel | 23,698 | 42,952 |

  44. Long-term Incentive Compensation

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  45. Long-term Incentive Compensation

    2022 Performance Stock Units In March 2022, under the long-term incentive program and pursuant to the 2016 Plan, the Compensation Committee approved the grant of PSUs (“2022 PSUs”) to our senior management. Each 2022 PSU represented the right to receive one share of our common stock. The 2022 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, 2022. For the 2022 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 $293.0 million, $325.6 million, and $358.2 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 2022 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 EBITDAR performance measures, but not both, had to be achieved. In March 2025, the Compensation Committee made a determination regarding the number (if any) of shares of common stock earned and issuable under the 2022 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 2022 PSU awards. Based on the Company’s relative TSR of (96%) and Adjusted EBITDAR of $274.8 million (Adjusted EBITDAR related to Nugget Casino and Rocky Gap was excluded), the Compensation Committee determined that neither threshold level of the relative TSR or Adjusted EBITDAR performance measures was achieved and therefore no shares of common stock were earned or issued. The following table shows the target number of 2022 PSUs granted and the number of PSUs earned by the named executive officers:

  46. Long-term Incentive Compensation

    | NAMED EXECUTIVE OFFICER | NUMBER OF 2022 TARGET PSUs GRANTED | 2022 PSUs EARNED AT 0% PAYOUT FACTOR | | Erwin Haitzmann | 71,140 | — | | Peter Hoetzinger | 71,140 | — | | Margaret Stapleton | 25,407 | — | | Timothy Wright | 17,785 | — | | Andreas Terler | 25,407 | — | | Nikolaus Strohriegel | 17,785 | — |

  47. CHANGE OF CONTROL AND SEVERANCE BENEFITS

    CHANGE OF CONTROL AND SEVERANCE BENEFITS Employment Agreements. We have entered into employment agreements with all of our named 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. Due in part to an internal organizational restructuring, the Company and Dr. Haitzmann mutually agreed to terminate his employment agreement, effective November 1, 2024, and since that date he has provided services solely through the management agreement with Flyfish (the “Flyfish Agreement”), which was amended and restated on the same date to migrate certain terms that were found in his employment agreement relating to compensation, termination rights and severance obligations into the Flyfish 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 – 2024 Potential Payments upon Termination or Change of 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 (the “CEO Employment Agreements”) 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; The incumbent directors as of 2024 ceasing to constitute a majority of the Board, with certain exceptions; Dr. Haitzmann ceases to serve as our Chairman and Co-Chief Executive Officer, except by reason of his death or permanent disability (as stated in Mr. Hoetzinger’s employment agreement); Mr. Hoetzinger ceases to serve as our Vice Chairman and Co-Chief Executive Officer, 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, sale, consolidation or liquidation of our Company. A “change of control” is defined in the employment agreements for Ms. Stapleton, Mr. Wright, Mr. Terler and Mr. Strohriegel (the “Executive Employment Agreements”) as follows: An Exchange Act Person becomes the beneficial owner of one-third or more of the combined voting power of our outstanding securities (subject to certain exceptions); A majority of the members of the Board are replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the Board; or A corporate transaction is consummated (subject to certain exceptions).

  48. CHANGE OF CONTROL AND SEVERANCE BENEFITS

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  49. CHANGE OF CONTROL AND SEVERANCE BENEFITS

    Termination Without Cause By Us. Under the CEO Employment Agreements, if we terminate the employment of Dr. Haitzmann or Mr. Hoetzinger without cause, we are obligated to provide severance compensation. We believe this is appropriate because (i) the terminated CEO is bound by confidentiality and non-compete provisions covering a specified period of time; (ii) we and the CEO 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 CEO receives a fair severance payment that is defined in advance of a termination without cause. Under the Executive Employment Agreements, if we terminate the executive’s employment without cause, we are obligated to provide severance compensation. We believe this is appropriate because (i) we 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 interest of us and our stockholders; and (ii) the executive receives a fair severance payment that is defined in advance of a termination without cause. For this scenario, we define “cause” as follows: The failure of the executive for any reason, within 30 days for CEOs and 10 days for other named executive officers 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. As noted above, on November 1, 2024, the Company and Dr. Haitzmann mutually agreed to terminate his employment agreement and amend and restate the Flyfish Agreement, which migrated these terms into the Flyfish Agreement. In connection therewith, Dr. Haitzmann did not receive the severance benefits associated with a termination without cause by us. However, Dr. Haitzmann did become entitled to a severance payment based on local law, which was paid in 2025. Termination With Cause By Executive. The CEO Employment Agreements and Executive Employment Agreements provide severance in the event they voluntarily terminate their employment or employment agreement with us for cause. The severance provided would be treated similarly to an involuntary termination without cause by us for the same reasons provided for that situation, as described above. For this scenario, “cause” is defined as follows: Our failure for any reason, within 30 days for CEOs and 10 days for other named executive officers 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 CEO Employment Agreements, we are party to separate management agreements with Flyfish, a Swiss corporation that is wholly owned by Dr. Haitzmann, and with Focus, a Swiss corporation that is a wholly-owned subsidiary of Mr. Hoetzinger’s family foundation. Dr. Haitzmann’s employment agreement was terminated effective November 1, 2024, and his services are now provided exclusively through the management agreement with Flyfish, which was amended on the same date to migrate certain terms from Dr. Haitzmann’s employment agreement relating to compensation, termination rights and severance obligations into the Flyfish Agreement. 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 their respective management agreements 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.

  50. CHANGE OF CONTROL AND SEVERANCE BENEFITS

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  51. CHANGE OF CONTROL AND SEVERANCE BENEFITS

    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 2016 Plan), 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. For more information on our potential payments to named executive officers in connection with a termination or change of control, please see “Executive Compensation – 2024 Potential Payments upon Termination or Change of Control” below.

  52. OTHER Compensation Policies

    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, the 2016 Plan, as amended in 2024, provides for the clawback of all equity awards, both time-vesting and performance-vesting, in the event of an accounting restatement. 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. The Compensation Committee generally grants equity awards to our executives at the first Compensation Committee meeting of our fiscal year, and to our Outside Directors in March. Awards are neither timed to relate to the price of our stock nor to correspond with the release of material non-public information, although grants are generally made when our trading window is open. Grants to new employees, including potential named executive officers, are typically made at the next Committee meeting following the employee’s start date. However, in fiscal 2024, grants of equity awards for executives were delayed until June, after our amended and restated 2016 Plan was approved by stockholders, and our Outside Directors received cash in lieu of 2024 equity grants. During 2024, we did not award stock options or stock appreciation rights to any of our named executive officers. 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 2024. 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.

  53. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  54. 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 | 2024 | 674,254(9) | — | — | 171,808 | — | 379,334 | 1,225,396 | | and Co-Chief Executive | 2023 | 649,944(9) | 127,500 | 1,557,000 | 819,453 | 211,640 | 62,090 | 3,427,627 | | Officer | 2022 | 591,929(9) | — | — | 746,970 | 253,837 | 48,707 | 1,641,443 | | Peter Hoetzinger | | | | | | | | | | Vice Chairman of the Board, | 2024 | 673,878(10) | — | — | 171,808 | — | 86,959 | 932,645 | | Co-Chief Executive Officer | 2023 | 649,947(10) | 127,500(11) | 1,557,000 | 819,453 | 211,640(11) | 80,519 | 3,446,059 | | and President | 2022 | 591,406(10) | — | — | 746,970 | 253,837(11) | 75,968 | 1,668,181 | | Margaret Stapleton | 2024 | 292,096 | — | — | 61,360 | 74,123 | 8,081 | 435,660 | | Chief Financial Officer | 2023 | 279,250 | 95,000 | — | 292,659 | 105,820 | 8,324 | 781,053 | | and Corporate Secretary | 2022 | 250,000 | — | — | 266,776 | 112,817 | 7,500 | 637,093 | | Timothy Wright | 2024 | 233,676 | — | — | 42,952 | 74,123 | 6,465 | 357,216 | | Chief Accounting Officer | 2023 | 223,400 | 95,000 | — | 204,867 | 105,820 | 6,649 | 635,736 | | and Corporate Controller | 2022 | 200,000 | — | — | 186,740 | 112,817 | 6,000 | 505,557 | | Andreas Terler | | | | | | | | | | Managing Director of CRM and | 2024 | 276,262 | — | — | 61,360 | 74,123 | — | 411,745 | | Executive Vice President, | 2023 | 265,364 | 80,000 | 173,000 | 292,659 | 105,820 | — | 916,843 | | Operations - United States | 2022 | 221,413 | — | — | 266,776 | 112,817 | — | 601,006 | | Nikolaus Strohriegel | | | | | | | | | | Managing Director of CRM | 2024 | 180,483 | — | — | 42,952 | 74,123 | — | 297,557 | | and Executive Vice President, | 2023 | 159,980 | 10,000 | 86,500 | 204,867 | 105,820 | — | 567,167 | | Operations - Canada and Europe | 2022 | 138,574 | — | — | 186,740 | 112,817 | — | 438,131 |

  55. SUMMARY COMPENSATION TABLE

    (1)Dr. Haitzmann and Mr. Hoetzinger are paid their base salaries in euros. For Dr. Haitzmann, $264,933 of his 2024 salary, $258,624 of his 2023 salary and $231,929 of his 2022 salary were paid in euros. For Mr. Hoetzinger, $264,557 of his 2024 salary, $258,627 of his 2023 salary and $231,406 of his 2022 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 1.05 to 1.11 during 2024, 1.06 to 1.10 during 2023 and 0.98 to 1.13 during 2022. Mr. Hoetzinger’s 2023 salary has been corrected to remove the inadvertent addition of medical insurance in his base salary. (2)The bonuses for each named executive officer 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 the Company’s Canada properties that were completed in 2023. (3)Represents the grant date fair market value of stock options granted in 2023 to replace options that were previously issued in December 2014 and expired in December 2024. (4)The amounts shown represent the grant date fair value computed in accordance with FASB ASC 718 of the 2024 PSUs, PSUs granted in 2023 (“2023 PSUs”) and 2022 PSUs granted to the named executive officers 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 2024 PSUs would be: $343,616 for each of Dr. Haitzmann and Mr. Hoetzinger; $122,720 for each of Ms. Stapleton and Mr. Terler; and $85,904 for each of Mr. Wright and Mr. Strohriegel. Assumptions used in the calculation of the amounts reported in this column are included in Note 12 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. For discussion of the 2024 PSUs and 2022 PSUs, see “Compensation Discussion and Analysis” above.

  56. SUMMARY COMPENSATION TABLE

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  57. SUMMARY COMPENSATION TABLE

    (5)The amounts shown represent cash payments made to each of our named executive officers under our annual incentive plan, which is further described in “Compensation Discussion and Analysis” above. The amounts disclosed for 2024 represent the actual incentive amounts earned for 2024 that were paid in March 2025. Dr. Haitzmann and Mr. Hoetzinger did not earn bonuses for 2024; however, the Compensation Committee determined that an additional bonus of $148,245 each would be payable if the Company meets “threshold” performance for its 2025 net operating revenue targets, as set by the Compensation Committee; these amounts would be in addition to such executive’s annual incentive cash award for 2025 based on actual performance. (6)The cash payments made to Mr. Terler and Mr. Strohriegel are denominated in dollars and were paid in euros. (7)The other compensation for Dr. Haitzmann and Mr. Hoetzinger for 2024 includes tax gross-ups paid on medical insurance policies, and for Dr. Haitzmann, payment in connection with the termination of his employment agreement (noted as “severance” below), and the portion of our expense for automobiles provided to our Co-Chief Executive Officers attributable to personal use during 2024. Pursuant to the terms of the Flyfish 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 2024 includes Company-paid 401(k) matching contributions. These amounts are broken out as follows:

  58. SUMMARY COMPENSATION TABLE

    | NAME | SEVERANCE (a) | MEDICAL INSURANCE TAX GROSS-UP | LIFE INSURANCE | AUTOMOBILE | 401K | TOTAL | | Erwin Haitzmann | $315,829 | $23,255 | $— | $40,250 | $— | $379,334 | | Peter Hoetzinger | — | 15,061 | 19,168 | 52,730 | — | 86,959 | | Margaret Stapleton | — | — | — | — | 8,081 | 8,081 | | Timothy Wright | — | — | — | — | 6,465 | 6,465 |

  59. SUMMARY COMPENSATION TABLE

    (a)As noted above, on November 1, 2024, the Company and Dr. Haitzmann mutually agreed to terminate his employment agreement and amend and restate the Flyfish Agreement, which migrated the employment agreement terms into the Flyfish Agreement. In connection therewith, Dr. Haitzmann did not receive the severance benefits associated with a termination without cause by us. However, Dr. Haitzmann did become entitled to a severance payment based on local law, which was paid in 2025. (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 1.05 to 1.11 during 2024. (9)Includes $221,860, $258,624 and $231,929 for 2024, 2023 and 2022, respectively, which have been paid to Dr. Haitzmann under his employment agreement, and $452,394, $391,320 and $360,000 for 2024, 2023 and 2022, respectively, which were paid to Flyfish under the Flyfish Agreement. 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 $264,557, $258,627 and $231,406 for 2024, 2023 and 2022, respectively, which have been paid to Mr. Hoetzinger under his employment agreement, and $409,321, $391,320 and $360,000 for 2024, 2023 and 2022, respectively, 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.

  60. SUMMARY COMPENSATION TABLE

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  61. 2024 GRANTS OF PLAN-BASED AWARDS

    2024 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, 2024.

  62. 2024 GRANTS OF PLAN-BASED AWARDS

    | | | ESTIMATED FUTURE PAYOUTS ‎UNDER NON-EQUITY ‎INCENTIVE PLAN AWARDS (1) | | | ESTIMATED FUTURE PAYOUTS UNDER ‎EQUITY INCENTIVE PLAN AWARDS | | | GRANT DATE FAIR VALUE OF STOCK AND OPTION | | NAME | GRANT ‎DATE | THRESHOLD ‎($) | TARGET ‎($) | MAXIMUM ‎($) | THRESHOLD ‎(#)(2) | TARGET ‎(#) | MAXIMUM ‎(#) | AWARDS ‎($)(2) | | Erwin Haitzmann | | 125,000 | 250,000 | 500,000 | | | | | | | 6/24/2024 | | | | 11,849 | 94,791 | 189,582 | 171,808 | | Peter Hoetzinger (3) | | 125,000 | 250,000 | 500,000 | | | | | | | 6/24/2024 | | | | 11,849 | 94,791 | 189,582 | 171,808 | | Margaret Stapleton | | 62,500 | 125,000 | 250,000 | | | | | | | 6/24/2024 | | | | 4,232 | 33,854 | 67,708 | 61,360 | | Timothy Wright | | 62,500 | 125,000 | 250,000 | | | | | | | 6/24/2024 | | | | 2,962 | 23,698 | 47,396 | 42,952 | | Andreas Terler | | 62,500 | 125,000 | 250,000 | | | | | | | 6/24/2024 | | | | 4,232 | 33,854 | 67,708 | 61,360 | | Nikolaus Strohriegel | | 62,500 | 125,000 | 250,000 | | | | | | | 6/24/2024 | | | | 2,962 | 23,698 | 47,396 | 42,952 |

  63. 2024 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 named executive officers. For 2024, 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 2024, the named executive officers received a performance-based payout at 59.3%. The bonuses were paid in March 2025. Please also see “Compensation Discussion and Analysis” for more details regarding the annual incentive plan. Dr. Haitzmann and Mr. Hoetzinger did not earn 2024 annual incentive bonuses; however, an additional amount as determined by the Compensation Committee with respect to 2024 may be earned in 2025. Please see “Compensation Discussion and Analysis” for additional details. (2)The threshold amount of the 2024 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 2024 PSUs set forth in the table above. (3)The 2024 PSUs were assigned to Focus.

  64. 2024 GRANTS OF PLAN-BASED AWARDS

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  65. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END The following table sets forth the number of options and PSUs held by our named executive officers as of December 31, 2024.

  66. OUTSTANDING EQUITY AWARDS AT 2024 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 | 02/08/2023 | — | — | — | — | 11,328 | 36,702 | | | 09/12/2023 | 225,000 | 225,000 | 5.61 | 09/12/2033 | — | — | | | 06/24/2024 | — | — | — | — | 11,849 | 38,390 | | Peter Hoetzinger | 02/08/2023 | — | — | — | — | 11,328 | 36,702 | | | 09/12/2023 | 225,000 | 225,000 | 5.61 | 09/12/2033 | — | — | | | 06/24/2024 | — | — | — | — | 11,849 | 38,390 | | Margaret Stapleton | 02/08/2023 | — | — | — | — | 4,046 | 13,108 | | | 06/24/2024 | — | — | — | — | 4,232 | 13,711 | | Timothy Wright | 02/08/2023 | — | — | — | — | 2,832 | 9,176 | | | 06/24/2024 | — | — | — | — | 2,962 | 9,598 | | Andreas Terler | 02/08/2023 | — | — | — | — | 4,046 | 13,108 | | | 09/12/2023 | 25,000 | 25,000 | 5.61 | 09/12/2033 | — | — | | | 06/24/2024 | — | — | — | — | 4,232 | 13,711 | | Nikolaus Strohriegel | 02/08/2023 | — | — | — | — | 2,832 | 9,176 | | | 09/12/2023 | 12,500 | 12,500 | 5.61 | 09/12/2033 | — | — | | | 06/24/2024 | — | — | — | — | 2,962 | 9,598 |

  67. OUTSTANDING EQUITY AWARDS AT 2024 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 stock options in 2023 (the “2023 Options”). The 2023 Options, granted on September 12, 2023, vest 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 2024 PSUs and 2023 PSUs are subject to three-year performance periods that end on December 31, 2027 and December 31, 2026, 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 (2022-2024) vested below threshold, PSU values are presented assuming achievement of “threshold” 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 2024 PSUs. (3)The market value of the 2024 PSUs and 2023 PSUs shown is calculated based on the closing price of our common stock on December 31, 2024 of $3.24 per share.

  68. OPTION EXERCISES AND STOCK VESTED IN 2024

    OPTION EXERCISES AND STOCK VESTED IN 2024 There were no options exercised in 2024. The 2022 PSUs were vested at 0% because neither threshold level of the relative TSR or Adjusted EBITDAR performance measures was achieved, and no shares were issued.

  69. OPTION EXERCISES AND STOCK VESTED IN 2024

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  70. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL We have entered into agreements with and granted equity awards to 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.

  71. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

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  72. 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, to the annual total compensation of our employees. Using the methodology described below, we determined that the annual total compensation of our median employee was $63,453. The annual total compensation of our Co-Chief Executive Officers was $1,225,396 for Dr. Haitzmann and $932,645 for Mr. Hoetzinger. As a result, the ratio of the annual total compensation of each of Dr. Haitzmann and Mr. Hoetzinger to the annual total compensation of our median employee was 19 to 1 and 15 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, 2024, our employee population consisted of approximately 4,160 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 salary and bonuses of our employees for the year ended December 31, 2024 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, 2024. We did not make any cost of living adjustments in identifying the “median employee”.

  73. CEO PAY RATIO DISCLOSURE

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  74. CEO PAY RATIO DISCLOSURE

    (4)Once we identified the “median employee”, we calculated such employee’s compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, which resulted in annual total compensation of $63,453, and compared it to the annual total compensation of our Co-Chief Executive Officers for 2024 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 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 named executive officers (Non-PEO NEOs), as noted below. “Compensation Actually Paid” represents a required calculation that differs significantly from the Summary Compensation Table calculation of compensation, the named executive officers 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 named executive officers, including with respect to PSUs that remain subject to forfeiture if vesting conditions are not satisfied.

  75. 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) | (3)(4) | (5) | (6) | | (7) | | 2024 | 1,225,396 | 314,523 | 932,645 | 21,772 | 375,545 | 225,798 | 41 | 74 | (121.1) | 102.7 | | 2023 | 3,427,627 | 2,203,326 | 3,446,059 | 2,221,758 | 725,200 | 532,459 | 62 | 75 | (18.5) | 114.0 | | 2022 | 1,641,443 | 788,298 | 1,668,181 | 815,036 | 545,447 | 229,397 | 89 | 57 | 13.7 | 103.3 | | 2021 | 1,369,043 | 2,951,941 | 1,401,028 | 2,983,926 | 489,252 | 1,040,478 | 154 | 77 | 21.8 | 97.9 | | 2020 | 1,087,462 | 752,540 | 1,100,831 | 765,909 | 368,399 | 298,434 | 81 | 89 | (48.1) | 48.4 |

  76. 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 five 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 Non-PEO NEOs other than Dr. Haitzmann and Mr. Hoetzinger reported for the applicable year. (3)For all five years reported in this table Non-PEO NEOs were: Ms. Stapleton, Mr. Wright, Mr. Terler and Mr. Strohriegel.

  77. CEO PAY RATIO DISCLOSURE

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  78. CEO PAY RATIO DISCLOSURE

    (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 named executive officer. 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 named executive officers 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 ‎($) | PEO2 ‎($) | Non-PEO NEOs (Average) ($) | | | 2024 | 2024 | 2024 | | Summary Compensation Table - Total Compensation | 1,225,396 | 932,645 | 375,545 | | - Grant Date Fair Value of Stock and Option Awards Granted in Fiscal Year | (171,808) | (171,808) | (52,156) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Equity Awards Granted in Fiscal Year | 206,421 | 206,421 | 62,662 | | +/- Difference between Prior Fiscal Year-End and Fiscal Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | (938,083) | (938,083) | (157,486) | | + 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 | (7,403) | (7,403) | (2,767) | | - 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 | 314,523 | 21,772 | 225,798 |

  80. CEO PAY RATIO DISCLOSURE

    (5)Pursuant to SEC rules, 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. (6)Our peer group used for the TSR calculation is the Dow Jones US Gambling Index. (7)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 named executive officers for the 2024 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.