PENN Entertainment has revealed the addition of three new independent directors — Heather Ace, Jeffrey Fox, and Fabio Schiavolin — to its Board of Directors, effective immediately.

Along with these appointments, PENN has established a cooperation agreement with activist shareholder HG Vora Capital Management and some of its affiliates, collectively known as HG Vora.

HG Vora has been engaged in a proxy contest with the casino operator for several months, having acquired a stake and proposing directors for PENN’s board. They hold a 4.7% stake in PENN, according to data gathered by LSEG.

Concerns from HG Vora regarding the company’s stock performance and capital allocation methods have previously come to light.

The cooperation agreement will be submitted to the Securities and Exchange Commission via a Form 8-K. This agreement contains the standard provisions regarding voting, standstill, and others that will remain in effect until the 2027 Annual Meeting of Shareholders.

“On behalf of the Board, we are thrilled to welcome Heather, Jeff, and Fabio, who are highly accomplished professionals each contributing valuable experience,” stated David Handler, chair of PENN’s Board.

New Board Members

Heather Ace is the executive vice president and chief human resources officer at Qualcomm Incorporated. She was previously the chief human resources officer at Dexcom.

Her past roles include executive vice president of global HR at Orexigen Therapeutics and business integration leader during Royal Philips’ acquisition of Volcano Corporation. Ace also held executive roles in HR at Volcano Corporation and Life Technologies.

Ace was a partner at Gray Cary Ware & Freidenrich, now DLA Piper, focusing on litigation and employment law with a specialization in mergers and acquisitions. She received her bachelor’s degree in Law & Society from the University of California, Santa Barbara, and a J.D. from Santa Clara School of Law.

Jeffrey Fox is the CEO and founder of Circumference Group, overseeing management and business strategy. He most recently held the position of president and chief executive officer at Endurance International Group Holdings, Inc.

Prior to that, Fox served as the president and CEO of Convergys Corporation, along with various roles at Alltel Corporation. He began his career in investment banking at Merrill Lynch and Stephens, and holds a B.A. in Economics from Duke University.

Fabio Schiavolin is the former CEO of Snaitech S.p.A., an Italian public company in the gaming and entertainment industry. He was instrumental in Snaitech’s merger with Playtech plc, a gaming technology company active in more than 17 countries.

Before his role at Snaitech, Schiavolin founded Cogetech, an Italian gaming machine operator that merged with Snai in 2015 to create Snaitech. He started his career at Cirsa and holds a master’s degree in business administration from Università di Bologna.

PENN Entertainment operates across 28 jurisdictions in North America, maintaining a diverse portfolio that includes casinos, racetracks, online sports betting, and iCasino services. This portfolio features a fully integrated proprietary digital sports betting and iCasino platform, along with an in-house iCasino content studio. Additionally, PENN operates the PENN Play customer loyalty program, which has over 33 million active members.