Amid Management Shake-Up, General Counsel Tim Donovan Leaves Caesars Entertainment

Apparently unhappy with management changes, Caesars Entertainment Corp. general counsel Timothy Donovan has resigned, effective June 6, after 10 years on the job.

Donovan, 63, told Corporate Counsel Thursday, “I would prefer not to comment on my departure from Caesars.” His complete title was executive vice president, general counsel and chief legal, risk and security officer.

In 2013 Corporate Counsel gave Caesars’ legal team its Best Legal Department award, and in 2014 the National Law Journal named Donovan one of the top general counsel in the U.S.

He will be paid $500,000 to continue as a consultant with the company for one year. According to filings with the U.S. Securities and Exchange Commission, he had written into his amended employment contract last year that he could resign with certain benefits, including the consultant contract, if CEO Mark Frissora was terminated.

The Las Vegas casino company subsequently terminated Frissora after also dismissing another executive officer who served as president of its hospitality division.

Frissora’s termination was effective the end of last month, and seven days later Donovan informed the company that he was leaving, according to an SEC filing on May 13. The filing was signed by deputy general counsel and corporate secretary Michelle Bushore.

Donovan’s departure will mean that three of the top executives at Caesars have left since November. The veteran GC brought the company through bankruptcy and reorganization in 2017.

Anthony Rodio, who replaced Frissora as CEO at the beginning of May, said Thursday, “We appreciate Tim Donovan’s decade of service and his significant, positive contributions to Caesars.”

The company’s SEC filings seem to show that the board valued Donovan and wanted to keep him. Last year Donovan received the largest percentage pay raise, 15%, of any executive officer. The increase brought his base salary to $850,000 and was “a result of a market analysis of comparable pay as well as in conjunction with the addition of the security and risk functions to his responsibilities,” one filing said. One other officer received a 6.4% pay raise, while the four others received no raise.

Donovan’s total 2018 compensation was listed as nearly $3.9 million.

In December, Donovan was one of four executive officers to receive a “retention award” of $900,000 each to encourage their staying during the transition to a new CEO. The money is payable in January 2020 to those who stay.

He has been with Caesars since April 2009, joining the company as senior vice president and general counsel. He also took on the role of chief regulatory and compliance officer in January 2011, and was named an executive vice president later that year. He took on the chief of legal, risk and security title in 2018.

Before joining the company, Donovan served as general counsel for Allied Waste Management Inc., and its predecessor Republic Services Inc. He previously served as executive vice president and managing director of the Asia Pacific region for the manufacturing company Tenneco Inc.

While at Caesars he helped orchestrate complex and creative financial transactions, including debt and debt-for-equity exchanges, a unique initial public offering, advantageous credit facility amendments and refinancings, bond issuances, and the company’s restructuring in bankruptcy, all while navigating a challenging gaming regulatory approval process.

He spearheaded successful casino development deals in Las Vegas, Cleveland, Cincinnati, Boston, Baltimore and other locales with highly complex financing and ownership and management structures.

Within the legal department the GC converged outside law firms with significant cost savings, introduced e-billing and e-discovery software, formed a multidisciplinary labor strategy team to oversee all properties, and introduced a lean waste-elimination program to streamline operations and cut costs.