| ☐ | ||
| Preliminary Proxy Statement |
| ☐ |
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☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Under Rule 14a-12 |
| ☒ | No fee required. | |||||
| ☐ | ||||||
| Fee paid previously with preliminary materials. | ||||||
| ☐ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act 0-11. | |||
A LETTER TO OUR STOCKHOLDERS FROM THE CEO
March 15, 20212023
535 Madison Avenue, 20th Floor, New York, New York 10022 • Telephone (646) 949-4631
Dear Fellow Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of VICI Properties Inc. on Wednesday,Thursday, April 28, 2021,27, 2023, at 10:00 a.m., Eastern Time, which will be held solely by means of remote communication in a virtual meeting format and conducted via live audio webcast duein order to the ongoing public health impact of the coronavirus (COVID-19) pandemiccontinue to provide greater access and in consideration of the health and well-being ofvisibility to our stockholders and other meeting participants.stockholders.
The virtual meeting has been designed to provide the same rights to participate as you would have at an in-person meeting. In addition, the virtual format provides the opportunity for participation by a broader group of our stockholders and enables the company to communicate more effectively with its stockholders, who are able to participate from around the world while increasing overall safety for both members of the Company and its stockholders. You can attend the Annual Meeting via the Internet at www.virtualshareholdermeeting.com/VICI2021VICI2023 by using the 16-digit control number that appears on your proxy cardProxy Card and the voting instruction form that accompanied your proxy materials. During this virtual meeting, you may ask questions and will be able to vote your shares electronically. You may submit a question in advance of the meeting at www.proxyvote.com after logging in with your control number found on your Proxy Card, voting instruction form or Notice of Availability.You will also have the ability to submit questions in advance of the Annual Meeting via the meeting website. The Company will respondAll questions submitted should be relevant to as many inquiries at the Annual Meeting as time allows, although questions may be limited on a per stockholder basis due to time constraints.matters properly addressed during this meeting. The business that will be conducted at the Annual Meeting is described in the Notice of Annual Meeting of Stockholders and Proxy Statement.
Your Board of Directors is unanimously recommending a highly qualified, experienced, diverse and actively engaged slate of nominees for election to the Board of Directors at the Annual Meeting. Your Board’s nominees are James R. Abrahamson, Diana F. Cantor, Monica H. Douglas, Elizabeth I. Holland, Craig Macnab, Edward B. Pitoniak and Michael D. Rumbolz. Your Board brings executive and financial leadership, a wide range of complementary skills and diverse backgrounds relevant to the company’s industry, strategy and commitment to creating long-term stockholder value and diversity.value.
At the Annual Meeting, you will be asked to:
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Elect the seven members named in the accompanying proxy statement to serve on our Board of Directors |
Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021
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Approve (on a non-binding, advisory basis) the compensation of our named executive officers |
Transact such other business as may properly come before the Annual Meeting or any postponement or | |||||||||
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Elect the seven members named in the accompanying proxy statement to serve on our Board of Directors |
Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023
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Approve (on a non-binding, advisory basis) the compensation of our named executive officers | ||||||||||
In addition, you will be asked to transact any such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof. The accompanying proxy statement provides a detailed description of these proposals and instructions on how to vote your shares.
Your vote is very important. Whether or not you plan to attend the meeting, please vote as soon as possible. Instructions on how to vote are contained in the proxy statement.
On behalf of the Board of Directors and our employees, we thank you for your continued interest in and support of our company. We look forward to seeing you at the meeting.
Sincerely,
Edward B. Pitoniak
Chief Executive Officer
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
10:00 A.M., EASTERN TIME
VIRTUAL MEETING ACCESS: | PROXY VOTING
Your vote is important. Whether or not you plan to attend the | |
WWW.VIRTUALSHAREHOLDERMEETING.COM/ |
To Our Stockholders:
You are cordially invited to attend the 20212023 Annual Meeting of Stockholders (the “Annual Meeting”) of VICI Properties Inc., at which stockholders will vote on the following proposals:
Items of Business
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Recommends | |||
1. | Election of the seven director nominees named in the accompanying proxy statement
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FOR See page 10 | |||
2. | Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31,
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FOR See page 15 | |||
3. | Approval (on a non-binding, advisory basis) of the compensation of our named executive | |||
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FOR See page 70 | |||
Other business will be transacted as may properly come before the Annual Meeting or any postponement or adjournment thereof.
Record Date
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Stockholders of record as of the close of business on March 1,
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This Notice of Annual Meeting and the accompanying proxy statement are first being made available to our stockholders on or about March 15, 2021.2023.
By Order of the Board of Directors,
Samantha Sacks Gallagher
Executive Vice President, General Counsel
and Secretary
New York, New York
March 15, 20212023
VOTING CAN BE COMPLETED IN ONE OF FOUR WAYS:
| VIA THE INTERNET
Go to www.proxyvote.com, available 24/7 | |
| BY TELEPHONE
Use the toll-free number shown on your Proxy Card or Voting Instruction Form and follow the recorded instructions | |
| BY MAIL
Mark, sign, date and return the enclosed Proxy Card and related instructions in the postage-paid envelope
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 | DURING THE MEETING
Vote through the virtual portal at www.virtualshareholdermeeting.com/ |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL The accompanying proxy statement and our
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PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 15 | |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
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PROPOSAL 3: NON-BINDING, ADVISORY VOTE TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS |
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INDEX OF FREQUENTLY REQUESTED INFORMATION | |||||||||||||
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| 28 | 2020 LTIP Performance-Based Award Results (2020 – 2022 Performance Period) | 55 | ||||||
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PROXY STATEMENT SUMMARY
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This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider and you should read the entire Proxy Statement carefully before voting.
20212023 Annual Meeting of Stockholders
DATE AND TIME
10:00 a.m., Eastern Time |
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LOCATION
Live webcast accessible at: www.virtualshareholdermeeting.com/ VICI2023 |
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RECORD DATE
March 1,
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How to Vote
VIA THE INTERNET
Go to www.proxyvote.com, available 24/7 | BY TELEPHONE
Use the toll-free number shown on your Proxy Card or Voting Instruction Form and follow the recorded instructions | BY MAIL
Mark, sign, date and return the enclosed Proxy Card and related instructions in the postage-paid envelope | DURING THE MEETING
Vote through the virtual portal at www.virtualshareholdermeeting.com/ during the Annual Meeting | |||||||||
Annual Meeting Proposals
Proposal
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Page Reference
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Proposal 1: Election of Directors |
each nominee |
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Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm |
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Proposal 3: Non-binding, Advisory Vote to Approve the Compensation of Named Executive Officers |
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General
VICI Properties Inc. (“VICI,” the “Company,” “we,” “us” and “our”) is utilizing the Securities and Exchange Commission (the “SEC”) rule that allows companies to furnish their proxy materials over the Internet. As a result, we mailed to our stockholders a Notice Regarding the Availability of Proxy Materials (the “Notice of Availability”) instead of a paper copy of the proxy materials (including the proxy card (the “Proxy Card”), this proxy statement (the “Proxy Statement”) and our 20202022 Annual Report) on or about March 15, 2021.2023. We also provided access to our proxy materials over the Internet beginning on that date. The Notice of Availability contained instructions on how to access this Proxy Statement and the 20202022 Annual Report and how to vote at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”), online or by toll-free number. Subsequent to receiving the Notice of Availability, all stockholders have the ability to access the proxy materials over the Internet and request to receive a paper copy of the proxy materials by mail. Additionally, stockholders can access a copy of the proxy materials at www.proxyvote.com.
Our board of directors (the “Board of Directors” or “Board”) is soliciting proxies to be voted at the 2021 Annual Meeting of Stockholders (the “Annual Meeting”).Meeting. The Proxy Statement provides the information stockholders need to know to vote by proxy or in person (virtually) at the Annual Meeting. Stockholders do not need to attend the Annual Meeting in order to vote. If, at the close of business on March 1, 2021,2023, you were a stockholder of record or held shares through a broker, bank or other nominee, you may vote your shares by proxy via the Internet, by telephone or by mail. For shares held through a broker, bank or other nominee, you may vote by submitting voting instructions to your broker, bank or other nominee. Please refer to information from your broker, bank or other nominee on how to submit voting instructions.
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PROXY STATEMENT SUMMARY |
2022 Business Highlights
Anchored by the closings of our acquisition of MGM Growth Properties LLC in April 2022 and our acquisition of the land and real assets of the Venetian Resort and Venetian Expo and Convention Center in February 2022, our key 2022 highlights are featured below (year-end information does not reflect announced and pending transactions as of the specified date):
+13.0% | +72.3% | +103.2% | ||||||||||||
Generated 1-year total stockholder return of 13.0%, one of the highest in the net lease sector | Increased revenue to $2.6 billion for FY2022 compared to $1.5 billion for FY2021 | Increased total enterprise value to $46.6 billion at YE2022 from $22.9 billion at YE2021 | ||||||||||||
$5.0 Billion | +8.3% | Portfolio Diversification | ||||||||||||
Raised $5.0 billion in inaugural investment grade- rated bond offering | Increased dividend by 8.3% in Q3, our fifth consecutive annual increase since formation | Added 18 assets with 3 new tenants in 2022, reducing exposure to largest tenant by nearly 50% | ||||||||||||
2 | VICI PROPERTIES INC.— 2023 PROXY STATEMENT |
PROXY STATEMENT SUMMARY |
2020 Performance Highlights
Our Board Nominees
Our Board of Directors has a breadth of experience, a wide range of complementary skills and reflects a diversity ofdiverse perspectives and backgrounds.backgrounds relevant to our industry and strategy. We believe the partnership and oversight of a diverse board with proven executive and financial leadership experience isare essential to creating long-term stockholder value.
SNAPSHOTOF DIRECTOR DIVERSITYAND EXPERIENCE
Below presents a snapshot of the expected composition of our Board of Directors immediately following the Annual Meeting.
SNAPSHOT OF BOARD PROFILE AND DIVERSITY | ||||||
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Race/Ethnicity
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Leaders by Gender(1)
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(1) Comprised of the Chair of the Board and each committee of the Board. | ||||||||
BOARDAND COMMITTEE MEMBERSHIP
Name
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| Audit
| Compensation
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Nominating Governance
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# of Other Public Company Boards
| Age
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| Audit
| Compensation
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Nominating Governance
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# of Other Public Company Boards
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James R. Abrahamson(1) | 65 | ✓ |
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Diana F. Cantor* | 63 | ✓ |
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Monica H. Douglas | 48 | ✓ |
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Elizabeth I. Holland* | 55 | ✓ |
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Craig Macnab* | 65 | ✓ |
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| 1 | 67 | ✓ |
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Edward B. Pitoniak | 65 |
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Michael D. Rumbolz | 66 | ✓ |
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  Committee Chair  Committee Member |  Committee Member |
| (1) | Mr. Abrahamson serves as our independent chair of the Board of Directors. Whenever possible, he actively participates, but does not vote, in meetings of the committees of the Board. |
| (2) | Mr. Pitoniak serves as our Chief Executive Officer. |
| * | Audit committee financial expert. |
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PROXY STATEMENT SUMMARY |
INDIVIDUAL DIRECTORSKILLS MATRIX
The matrix below represents some of the key qualifications, skills and experience that we have identified as particularly valuable to the effective oversight of the Company and the execution of our strategy.strategy, including with respect to each individual director. This matrix highlights the diversity of perspective and the depth and breadth of the qualifications, skills and experience of our current directors.
4 | VICI PROPERTIES INC.— 2023 PROXY STATEMENT |
PROXY STATEMENT SUMMARY |
Corporate Governance Snapshot
We are committed to sustainable corporate governance practices that promote long-term value creation, transparency and accountability to our stockholders. Our high-level corporate governance structure, including our employee-led initiatives and external advisors, are presented below.
In addition, below are the highlights of our corporate governance practices.
Corporate Governance Best Practices | ||||
YES | • Separate Chair and Chief Executive Officer • Independent Non-Executive Chair • Fully Independent Board Committees • Annual Election of All Directors • Majority Voting for Directors • Regular Executive Sessions of Independent Directors • Annual Board, Committee and Director Self-Evaluations • Systemic Risk Oversight by Board and Committees • Committee and Board Oversight of ESG Matters • Committee Oversight of Cybersecurity and Information Technology • Director Retirement Policy • Proxy Access Rights Consistent with Market Standard • Stockholder Right to Call Special Meeting Without Material Restriction • Strong Investor Outreach Program • Opted Out of Maryland Unsolicited Takeover Act (MUTA) • Robust Stock Ownership Requirements for Directors and Executive Officers • Robust Anti-Hedging, Anti-Short Sale and Anti-Pledging Policies • Clawback Policy • Annual “Say-on-Pay” Vote • “Double-Trigger” for Change in Control Severance Payments • One-Year Minimum Vesting Period on Equity Grants (Subject to 5% Carve-Out) | |||
NO | • No Classified or Staggered Board • No Supermajority Voting Requirements in Bylaws • No Material Related Party Transactions • No Compensation Committee Interlocks • No Family Relationships Among Directors and Executive Officers • No Poison Pill • No Excise Tax Gross-Up Provisions • No Repricing of Underwater Options or Share Appreciation Rights • No Excess Perquisites | |||
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PROXY STATEMENT SUMMARY |
Environmental Sustainability, Social Responsibility and Corporate Governance Best PracticesHighlights
We are committed to sustainable corporate governance practices that promote long-term value creation, transparency and accountability to our stockholders. Below are the highlights of our corporate governance practices.
| Environmental Sustainability Highlights | ||||||||||
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 | Caesars Entertainment’s (“Caesars”) “PEOPLE PLANET PLAY” strategy represents an industry-leading, comprehensive approach to ESG matters, including its key environmental sustainability topics of pursuing science-based carbon reduction goals, reducing energy consumption and reducing and recycling waste. Among other initiatives, Caesars continues to progress meaningful reduction in its environmental impact across its operations, including at our leased properties, through Scope 1 and 2 greenhouse gas (“GHG”) emissions reduction targets of 35% by 2025 and 100% domestically (and 80% globally) by 2050. | |||||||||
| MGM Resorts International (“MGM Resorts”) has embraced a leadership role in environmental sustainability through its “Focused on What Matters: Embracing Humanity & Protecting the Planet” platform. MGM Resorts has publicly committed to pursuing concrete sustainability and climate-related goals (including Science-Based Targets initiative goals) through 2025 and 2030, including a Scope 1 and 2 GHG emissions reduction target of 50% by 2030. | |||||||||
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Tenant Outreach and Engagement
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| We released our second comprehensive, annual 2021-2022 ESG Report in September 2022. We have expanded our data reporting by disclosing additional operational data (comprised of our headquarters and four owned golf courses), including total water, electricity and fuel usage, as well as estimated Scope 1 and Scope 2 GHG emissions. Through our tenant outreach initiative, we continue to expand monitoring and reporting of environmental sustainability data for our triple-net leased portfolio and have previously reported key metrics with respect to a majority of our portfolio. See “Sustainability Reporting” on page 23 for additional information | |||||||||
Climate Change | ||||||||||
Stockholder Outreach and Engagement
Stockholder engagement is essential to our ongoing review of our corporate governance, environmental sustainability, social responsibility, and executive compensation programs and practices. We regularly communicate with our investors on matters relating to our business, strategy and performance, corporate governance, board composition and structure, executive compensation program and corporate responsibility and sustainability initiatives.
We also communicate with stockholders through a number of routine forums, including:
We completed a property and portfolio-level climate change risk analysis and have provided disclosure aligned with the Task Force on Climate-Related Financial Disclosures (TCFD) Guidelines (the “TCFD Guidelines”) in our 2021-2022 ESG Report.
See “Climate Change” on page 25 for additional information
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Golf Course Operations | ||||||
In October 2022, we transitioned the management of our golf courses to CDN Golf Management, Inc. (“CDN Golf”), an affiliate of Cabot, a developer, owner and operator of world-class destination golf resorts and communities with a demonstrated commitment to innovation in sustainability in golf course management. | | |||||
Other Initiatives | Our Environmental Sustainability and Social Responsibility Task Force supervises our ESG initiatives (see page 20) We continue to seek opportunities to include certain “green lease” provisions in new leases and amendments to existing leases (see page 21) We perform robust environmental-related transaction due diligence and underwriting, including an assessment of risks through property condition reports, environmental sustainability energy audits, and climate risk assessments (see page 25) | |||||
We relay stockholder feedback and trends on corporate governance, environmental sustainability, social responsibility, and executive compensation developments to our Board and its committees and work with them to enhance our practices and improve our disclosures.
6
| VICI PROPERTIES INC.—
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PROXY STATEMENT SUMMARY |
ESG Highlights – Environmental Sustainability, Social Responsibility and Corporate Governance
| Social Responsibility Highlights | |||||||||||||||||
| Corporate Culture |
Our Management Committee, comprised of non-executive leaders across the organization, supports executive leadership to enhance our operations, maintain and enrich our company culture and guide the execution of our strategic priorities. See “Corporate Culture” on page 26 for additional information | ||||||||||||||||
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Diversity, Equity and Inclusion | We have committed as a Founding Donor to support Nareit’s Dividends Through Diversity, Equity & Inclusion program, which supports charitable and educational organizations and initiatives that will help create a more diverse, equitable, and inclusive REIT and publicly traded real estate industry. Members of Team VICI serve on Nareit’s Social Responsibility Council and Nareit’s Dividends Through Diversity, Equity & Inclusion Advisory Council. We completed a company-wide comprehensive diversity, equity, inclusion and belonging curriculum led by an external facilitator from late 2021 to early 2022. As of December 31, 2022, our Board of Directors and employees were comprised of the following:
(1) Board leaders refers to the Chair of the Board and each committee of the Board. See “Diversity, Equity and Inclusion” on page 26 for additional information | ||||||||||||||||
Charitable Engagement | We donated nearly $150,000 to charitable organizations in 2022, including more than $22,000 in employee matching donations. We held a toy drive to support The Child Center of NY and professional clothing drives to support The Bowery Mission and Dress For Success, and hosted a Habitat for Humanity Build Day in 2022. We made a significant commitment to expand our charitable activity in 2023 and beyond through the Groundswell Charitable Foundation, including a unique charity-focused benefit for employees. See “Charitable Engagement” on page 27 for additional information | ||||||||||||||||
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Third-Party Recognition
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and 50% of our six independent directors, are female. | |||||||||||||||
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| PROXY STATEMENT SUMMARY |
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| Governance Highlights |
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| Governance Commitment |
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| Board of Directors | Our Board of Directors has a breadth of experience, a wide range of complementary skills and reflects diverse perspectives and backgrounds relevant to our industry and strategy. Our Board of Directors performs an annual Board, Committee and director self-assessment, which in 2022 was facilitated by an independent evaluator. See “Annual Board, Committee and Director Evaluation Process” on page 34 for additional information | |||||||
| Risk Oversight | Management and the Board, including its committees, each evaluate risks within their respective functions through our risk oversight framework. We refresh our enterprise risk management assessment annually and assess existing and emerging risks on a quarterly basis, which management reports to the Audit Committee each quarter and more frequently as necessary. See “Risk Oversight” on page 35 for additional information | |||||||
| Proxy Access | We amended our bylaws in December 2022 to implement proxy access, permitting a stockholder (or a group of up to 20 stockholders) owning 3% or more of our outstanding common stock continuously for at least three years to nominate up to the greater of two directors or 20% of the total number of directors for inclusion in our proxy materials for election at any annual meeting of stockholders, subject to certain procedural, eligibility and disclosure requirements set forth in our bylaws. See “Proxy Access” on page 38 for additional information | |||||||
| Policies and Practices | In 2022, we amended our Executive Officer stock ownership guidelines to increase our CEO’s ownership threshold from 5x to 6x base salary and our Board of Directors stock ownership guidelines to require 5x of the directors’ annual base cash retainer to further align management/director and stockholder interests, as well as to exclude unearned performance-based equity from ownership calculations. See “Stock Ownership Guidelines” on page 57 for additional information | |||||||
| Third-Party Recognition |
| We were the
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We are consistently striving to improve our approach to environmental sustainability, social responsibility and corporate governance, as well as the quality and transparency of our related disclosure. We believe providing additional information to our investors and other stakeholders is of the utmost importance. New developments regarding these matters include: | ||||||
| Corporate Governance | ||||||
• Enhanced disclosure regarding our annual Board, Committee and director self-assessment process led by an independent evaluator in 2022 – see page 34 | • Enhanced disclosure regarding our enterprise risk management processes – see page 34 | |||||
| Environmental Sustainability | ||||||
• Enhanced sustainability data reporting by including our corporate headquarters and expanding to include additional fuel data and estimated Scope 1 and Scope 2 GHG emissions – see page 23 | • Additional disclosure on our climate change risk analysis and related initiatives – see page 25 | |||||
| Human Capital Management and Diversity, Equity and Inclusion | ||||||
• Updated disclosure regarding our Human Capital Management programs and initiatives – see page 28 | • Enhanced disclosure on our diversity, equity and inclusion initiatives, including a historical timeline – see page 28 | |||||
8
| VICI PROPERTIES INC.—
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PROXY STATEMENT SUMMARY |
Executive Compensation Highlights
EXECUTIVE COMPENSATION STRUCTURE
The following is an overview of the highlights of our compensation structure.
20202022 PERFORMANCE-BASED PAYOUT SUMMARY
2022 STIP Awards (Annual Cash Incentive Award) | 2020-2022 LTIP Awards (3-Year Performance-Based Portion) | |||||||||||||
| AFFO(1) Per Share Growth |
| Absolute TSR (Annualized) |
| Relative TSR vs. RMZ | ||||||||||
Target | Result |
| Target | Result |
| Target | Result | |||||||
$1.80 | $1.93 |
| 10.0% | 14.0% |
| 70th Percentile | 96th Percentile | |||||||
| 200% |
| 200% |
| 200% | ||||||||||
Payouts as percentage of Target performance level based on outperformance compared to pre-established quantitative goals | ||||||||||||||
| (1) | AFFO is a non-GAAP financial measure. “GAAP” means the generally accepted accounting principles in the U.S. For a definition and reconciliation of this non-GAAP financial measure to the most directly comparable GAAP measure, see the section entitled “Reconciliation of Non-GAAP Measures” on pages 61 - 62 of our 2022 Annual Report. |
2022 EXECUTIVE COMPENSATION SUMMARY
The table below summarizes the total compensation awarded to each named executive officer with respect to 2022 (see pages 4345 through 6668 of this Proxy Statement for further detail) with respect to 2020..
Salary
| Bonus
| Stock Awards
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Non-Equity Incentive Plan Compensation ($)
| All Other Compensation ($)
| Total
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Edward B. Pitoniak Chief Executive Officer | $ | 875,000 | $ | — | $ | 3,456,250 | $ | 2,625,000 | $ | 12,408 | $ | 6,968,658 | ||||||||||||||||||
John W.R. Payne President and Chief Operating Officer | $ | 1,200,000 | $ | — | $ | 1,500,000 | $ | 1,800,000 | $ | 12,408 | $ | 4,512,408 | ||||||||||||||||||
David A. Kieske Executive Vice President, Chief Financial Officer and Treasurer | $ | 515,000 | $ | — | $ | 1,390,500 | $ | 1,030,000 | $ | 12,408 | $ | 2,947,908 | ||||||||||||||||||
Samantha S. Gallagher Executive Vice President, General Counsel and Secretary | $ | 450,000 | $ | — | $ | 967,500 | $ | 900,000 | $ | 12,408 | $ | 2,329,908 | ||||||||||||||||||
Salary
| Bonus
| Stock Awards
| Non-Equity Incentive Plan Compensation ($)
| All Other Compensation ($)
| Total
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Edward B. Pitoniak Chief Executive Officer | $ | 1,000,000 | $ | — | $ | 6,500,000 | $ | 4,000,000 | $ | 13,494 | $ | 11,513,494 | ||||||||||||||||||
John W.R. Payne President and Chief Operating Officer | $ | 1,200,000 | $ | — | $ | 2,680,000 | $ | 2,040,000 | $ | 13,494 | $ | 5,933,494 | ||||||||||||||||||
David A. Kieske Executive Vice President, Chief Financial Officer and Treasurer | $ | 575,000 | $ | — | $ | 2,782,500 | $ | 1,437,500 | $ | 13,494 | $ | 4,808,494 | ||||||||||||||||||
Samantha S. Gallagher Executive Vice President, General Counsel and Secretary | $ | 525,000 | $ | — | $ | 2,260,000 | $ | 1,050,000 | $ | 13,494 | $ | 3,848,494 | ||||||||||||||||||
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PAYFOR PERFORMANCE ALIGNMENT
Our compensation program provides significant alignment between pay and performance by linking a meaningful portion of total compensation to the achievement of pre-determined quantitative performance goals through our short-term incentive plan, as well as rigorous absolute and relative stockholder return goals through our long-term incentive plan. The following graphics illustrate the mix between fixed pay (base salary) and at-risk pay incentives (short-term incentive in the form of cash and long-term incentive in the form of time-based restricted stock and PSUs) for our Chief Executive Officer and the average of our other named executive officers, in each case based on target levels of compensation.
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WHY AM I RECEIVING THIS PROXY STATEMENT?
This Proxy Statement is furnished in connection with the solicitation of proxies for use at the Annual Meeting to be held for the purposes stated in the accompanying Notice of Annual Meeting of Stockholders. This solicitation is made by VICI on behalf of our Board of Directors. This Proxy Statement, the enclosed Proxy Card and our 2020 Annual Report are first being mailed to stockholders beginning on or about March 15, 2021.
WHAT AM I BEING ASKED TO VOTE ON, AND WHAT ARE THE BOARD OF DIRECTORS’ VOTING RECOMMENDATIONS?
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WILL ANY OTHER MATTERS BE VOTED ON?
The proposals set forth in this Proxy Statement constitute the only business that the Board of Directors intends to present at the Annual Meeting. The proxy does, however, confer discretionary authority upon the persons designated as proxy holders on the Proxy Card, or their substitutes, to vote on any other business that may properly come before the meeting.
WHO IS ENTITLED TO VOTE AT THE ANNUAL MEETING?
Only holders of record of our common stock, or their duly appointed proxies, as of the close of business on March 1, 2021, the record date for the Annual Meeting, are entitled to receive notice of and to vote at the Annual Meeting and all postponements or adjournments thereof. Our common stock constitutes the only class of securities entitled to vote at the meeting.
WHAT ARE THE VOTING RIGHTS OF STOCKHOLDERS?
Each share of common stock outstanding on the record date entitles its holder to cast one vote on each matter to be voted on at the Annual Meeting.
HOW CAN I ATTEND AND VOTE AT THE ANNUAL MEETING?
In consideration of public health concerns relating to COVID-19, the Annual Meeting will be held virtually; you will not be able to attend the Annual Meeting in person. You are entitled to participate in the Annual Meeting if you were a stockholder as of the close of business on March 1, 2021, the record date for the Annual Meeting.
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Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting. For information on how to vote prior to the Annual Meeting, see “How Do I Vote Without Attending the Annual Meeting?”
HOW DO I VOTE WITHOUT ATTENDING THE ANNUAL MEETING?
Voting by Proxy for Shares Registered Directly in the Name of the Stockholder. If you are a stockholder of record, you may instruct the proxy holders named in the Proxy Card how to vote your shares of common stock in one of the following ways:
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Voting by Proxy for Shares Held in Street Name. If you are the beneficial owner of shares of common stock held in “street name” (that is, through a bank, broker or other nominee), then you should follow the instructions provided to you by your broker, bank or other nominee.
WILL I BE ABLE TO PARTICIPATE IN THE VIRTUAL ANNUAL MEETING IN THE SAME WAY THAT I WOULD BE ABLE TO PARTICIPATE IN AN IN-PERSON ANNUAL MEETING?
Yes. We have taken steps to ensure that the format of the virtual Annual Meeting affords stockholders the same rights and opportunities to participate as they would at an in-person meeting. We have also enhanced stockholder access, participation and communication by providing stockholders the ability to submit questions in advance of the meeting.
You may submit a question in advance of the meeting at www.proxyvote.com after logging in with your control number found on your Proxy Card, voting instruction form or Notice of Availability. Questions may also be submitted during the Annual Meeting through www.virtualshareholdermeeting.com/VICI2021. The Company will respond to as many inquiries at the Annual Meeting as time allows, although questions may be limited on a per stockholder basis due to time constraints. Off-topic, personal or other inappropriate questions will not be answered.
A replay of the meeting, as well as any appropriate questions pertinent to meeting matters and management’s answers that could not be answered during the meeting due to time constraints, will be made publicly available through our investor relations website promptly after the virtual annual meeting.
WHAT WILL CONSTITUTE A QUORUM AT THE ANNUAL MEETING?
The presence in person (virtually) or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast on any matter at the Annual Meeting as of March 1, 2021 will constitute a quorum, permitting the stockholders to conduct business at the Annual Meeting. As of the March 1, 2021 record date, there were 537,020,516 shares of common stock outstanding. If you have returned valid proxy instructions or if you hold your shares of common stock in your own name as a holder of record and attend the Annual Meeting (virtually), your shares will be counted for the purpose of determining whether there is a quorum. We will include abstentions and “broker non-votes” in the calculation of the number of shares of common stock considered to be present at the meeting for purposes of determining the presence of a quorum at the meeting. If a quorum is not present, the Annual Meeting may be adjourned from time to time to a date not more than 120 days after March 1, 2021, by the vote of a majority of the shares of common stock represented at the Annual Meeting in person (virtually) or by proxy until a quorum has been obtained.
WHAT ARE BROKER NON-VOTES?
Broker non-votes occur when nominees, such as banks and brokers holding shares in “street name” on behalf of beneficial owners, do not receive voting instructions from the beneficial owners at least ten days before the Annual Meeting. If that happens, the nominees may vote those shares of common stock only on matters deemed “routine” by the New York Stock Exchange (the “NYSE”), the exchange on which our common stock is listed. On non-routine matters, nominees holding shares for a beneficial owner cannot vote without instructions from the beneficial owner, resulting in a so-called “broker non-vote”.
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Proposal 2 (Ratification of Appointment of Deloitte & Touche LLP (“Deloitte”)) is the only proposal that is considered “routine” under the NYSE rules. Accordingly, no broker non-votes will arise in the context of voting for the ratification of the appointment of Deloitte as our independent registered public accounting firm for our year ending December 31, 2021, and the broker is permitted to vote your shares on such ratification even if the broker does not receive voting instructions from you.
However, broker non-votes may arise in the context of Proposals 1 and 3 (Election of Directors and Advisory Vote on Executive Compensation, respectively) because such proposals are considered non-routine matters under the NYSE rules. Consequently, if you do not give your broker specific voting instructions, your broker will not be able to vote on either of these proposals on your behalf.
HOW ARE THE PROXY CARD VOTES COUNTED?
If the accompanying Proxy Card is properly completed, signed and returned to us, and not subsequently revoked, it will be voted as directed by you. If the Proxy Card is submitted, but voting instructions are not provided, the proxy will be voted (i) “FOR” each of the director nominees, (ii) “FOR” the ratification of the appointment of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021, (iii) “FOR” approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers, and (iv) as recommended by our Board of Directors with regard to any other matters that may properly come before the Annual Meeting, or, if no such recommendation is given, in the discretion of the proxy holders.
MAY I CHANGE MY VOTE AFTER I SUBMIT MY PROXY CARD?
Yes. You may revoke a previously granted proxy at any time before it is exercised by any of the following actions:
notifying our Secretary in writing that you would like to revoke your proxy;
completing a Proxy Card on the Internet, by telephone or by mail with a later date at or before our Annual Meeting; or
attending our Annual Meeting (virtually) and following the instructions available on the meeting website during the meeting.
If your shares of common stock are held on your behalf by a broker, bank or other nominee, you must contact them to receive instructions as to how you may revoke your proxy voting instructions.
WHO PAYS THE COSTS OF SOLICITING PROXIES?
We will pay the cost of solicitation of proxies. In addition to the solicitation of proxies through the Internet or by mail, our directors, officers and employees may also solicit proxies in person, by telephone, electronically, by mail or other means, but they will not be specifically compensated for these services. We will also request persons, firms and corporations holding shares in their names or in the names of their nominees, which are beneficially owned by others, to send proxy materials to, and obtain proxies from, such beneficial owners.
We may retain the services of a proxy solicitation firm if, in the Board’s view, it is deemed necessary or advisable. Although we do not currently expect to retain such a firm, we estimate that the fees of such firm could be up to $15,000, plus out-of-pocket expenses, all of which would be paid by us.
WHAT SHOULD I DO IF I RECEIVED MORE THAN ONE NOTICE OF AVAILABILITY?
There are circumstances under which you may receive more than one Notice of Availability. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each such brokerage account. In addition, if you are a stockholder of record and your shares are registered in more than one name, you will receive more than one Notice of Availability. Please authorize your proxy in accordance with the instructions of each Notice of Availability separately, since each one represents different shares that you own.
You should rely only on the information provided in this Proxy Statement. No person is authorized to give any information or to make any representation not contained in this Proxy Statement and, if given or made, you should not rely on that information or representation as having been authorized by us. You should not assume that the information in this Proxy Statement is accurate as of any date other than the date of this Proxy Statement or, where information relates to another date set forth in this Proxy Statement, then as of that date.
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PROPOSAL 1: ELECTION OF DIRECTORS
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Introduction
Our Board of Directors currently consists of seven members, all of whom have terms expiring at the Annual Meeting or until his or her earlier death, resignation, removal or a determination by the Board of Directors that such director no longer has the qualifications that are required by the Company’s charter or bylaws. All of our directors will be nominated to serve until the 20222024 annual meeting of stockholders or until their successors are duly elected and qualified.
At the Annual Meeting, stockholders will be asked to elect each of the director nominees to serve until the 20222024 annual meeting of stockholders or until their respective successors are duly elected and qualified or until his or her earlier death, resignation, removal or a determination by the Board of Directors that such director no longer has the qualifications that were required by the Company’s charter or bylaws. Our Board of Directors, upon the recommendation of our Nominating and Governance Committee, has nominated James R. Abrahamson, Diana F. Cantor, Monica H. Douglas, Elizabeth I. Holland, Craig Macnab, Edward B. Pitoniak and Michael D. Rumbolz to serve as directors. Each of the nominated persons currently serves as a member of the Board of Directors and has consented to being named in this Proxy Statement and to serve as a director, if elected. If any nominee is unavailable for election or service, the Board of Directors may designate a substitute nominee and the persons designated as proxy holders on the Proxy Card will vote for the substitute nominee recommended by the Board of Directors.
We believe that each of our director nominees has the specific experience, qualifications, attributes, and skills necessary to serve as an effective director on our Board of Directors. A description of our process for identifying and evaluating director nominees, as well as our criteria for membership on our Board of Directors, is set forth under the heading “Corporate Governance Matters—Director Candidate Qualification and Selection Process”.
Vote Required
Under our bylaws, to be elected in an uncontested election, director nominees must receive the affirmative vote of a majority of the votes cast, which means that the number of shares of common stock voted for a nominee must exceed the number of shares of common stock voted against that nominee. For purposes of the election of directors, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.
If an incumbent director fails to be re-elected by a majority of votes cast, that director is required under our bylaws to tender his or her resignation to the Board of Directors. Any such resignation will take effect immediately upon its receipt. The Nominating and Governance Committee will consider promptly whether to fill the office of the nominee who has tendered a resignation and make a recommendation to the Board of Directors about filling the vacancy. The Board of Directors is required to act on the Nominating and Governance Committee’s recommendation and publicly disclose its decision and its rationale within 90 days after the election results are certified.
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH DIRECTOR NOMINEE SET FORTH BELOW.
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| VICI PROPERTIES INC.—
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PROPOSAL 1: ELECTION OF DIRECTORS |
Below is the biographical information about the director nominees, including the specific experience, qualifications, attributes and skills that led to our Board of Directors and Nominating and Governance Committee to conclude that each should be nominated to serve as a director.
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JAMES R. ABRAHAMSON
Former Chairman and Chief Executive Officer of Interstate Hotels & Resorts
| Age: 67
Board Role: Chair |
BIOGRAPHICAL INFORMATION
Mr. Abrahamsonserved as ChairmanBoard Chair of Interstate Hotels & Resorts (“Interstate”),the leading U.S.-based global hotel management company comprising overcomprised of approximately 500 hotels until the sale of Interstate to Aimbridge Hospitality in October 2019. He previously served as Interstate’s Chief Executive Officer from 2011 to March 2017; he was named to the additional position of Chairman in October 2016. Mr. Abrahamson servedserves as an independent director at La Quinta Holdings, Inc. (NYSE: LQ) from November 2015 to May 2018, and has served as a director of CorePoint Lodging Inc. (NYSE: CPLG), a REIT comprised of over 200 hotels, since it was spun out of La Quinta Holdings, Inc. at the end of May 2018. Mr. Abrahamson is also an independent director at BrightView Holdings Inc. (NYSE: BV), the largest provider of commercial landscape design and maintenance services in the United States.States, since 2015. Previously, Mr. Abrahamson served as an independent director of CorePoint Lodging Inc., a leading midscale REIT comprised of over 100 hotels, from its launch in 2018 until its sale to a joint venture between affiliates of Highgate Hotels, L.P. and Cerberus Capital Management, L.P. in March 2022, an independent director at LaQuinta Holdings (NYSE: LQ) from 2015 until its sale to Wyndham Hotels & Resorts in 2018 and as an executive director of the Board of Intercontinental Hotels Group (LON: IHG) in 2010 and 2011. Prior to joining Interstate in 2011, Mr. Abrahamson also held senior leadership positions with InterContinental Hotels Group (LON: IHG), Hyatt Corporation (NYSE: H), Marcus Corporation (NYSE: MCS) and Hilton Worldwide. At IHG, where he served from 2009 to 2011, heWorldwide (NYSE: HLT). Mr. Abrahamson has previously served as President of the Americas division and, from 2010 to 2011, as executive director. At Hyatt, which he joined in 2004, he was Head of Development for the Americas division. At Marcus, where he served from 2000 to 2004, Mr. Abrahamson was President of the Baymont Inn and Suites and Woodfield Suites hotels division consisting of approximately 200 properties, both owned and franchised. At Hilton, where he served from 1988 to 2000, Mr. Abrahamson oversaw the Americas region franchise division for all Hilton brands and launched the Hilton Garden Inn brand. Mr. Abrahamson has served as president of the Marriott International National Association owners’ organization in 2017 and 2018, as national board chairBoard Chair of the American Hotel and Lodging Association in 2015 and 2016 and as national board chairBoard Chair of the U.S. Travel Association in 2013 and 2014. He holds a degree in Business Administration from the University of Minnesota.
EXPERIENCE, QUALIFICATIONS, ATTRIBUTESAND SKILLS Mr. Abrahamson’s vast experience in, and knowledge of, the hospitality industry provides our Board of Directors with valuable insight into the industry. Skills gained from extensive previous and current board service in public and private companies are also valuable for our Company and our Board of Directors.
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DIANA F. CANTOR
Partner, Alternative Investment Management, LLC
Independent
| Age: 65 Director Since: May 2018 Board Committees: Audit (Chair) Nominating and Governance |
BIOGRAPHICAL INFORMATION
Ms. Cantor is currently a partner with Alternative Investment Management, LLC, an independent, privately-held investment firm with a focus on private equity and hedge funds – a position she has held since January 2010. She is a former Chairman and Vice Chairman of the Virginia Retirement System Board of Trustees, where she served on the Audit and Compliance Committee. Ms. Cantor was a Managing Director with New York Private Bank and Trust from January 2008 through the end of 2009. Ms. Cantor served as founding Executive Director of the Virginia College Savings Plan, the state’s 529 college savings program, from 1996 to January 2008. Ms. Cantor served seven years as Vice President of Richmond Resources, Ltd. from 1990 through 1996, and as Vice President of Goldman, Sachs & Co. from 1985 to 1990. Ms. Cantor is a Certified Public Accountant. Ms. Cantor has served on the Board of Directors of Domino’s Pizza, Inc. (NYSE: DPZ) since October 2005 and the Board of Directors of Universal Corporation (NYSE: UVV) since 2012, and continues to serve on both. She also serves on the Board of Directors of Mauser Packaging Solutions and SCP Retirement Services (both private companies), and previously served on the Boards of Directors of Media General Inc., Revlon, Inc., Vistage International, Inc., Knowledge Universe Education LLC, Edelman Financial Services, LLC (previously The Edelman Financial Group Inc. (NASDAQ: EF)), Adore Me, and Service King Body and Paint LLC. Ms. Cantor earned a Juris Doctor degree from New York University School of Law, a Master of Business Administration degree from the University of Miami and a Bachelor of Science degree in Accounting from the University of Florida.
EXPERIENCE, QUALIFICATIONS, ATTRIBUTESAND SKILLS Ms. Cantor possesses extensive financial skills and experience and brings to the Board of Directors an important financial perspective. Ms. Cantor also provides valuable consumer product and marketing knowledge, as well as significant public company directorship experience,
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PROPOSAL 1: ELECTION OF DIRECTORS |
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MONICA H. DOUGLAS
General Counsel
| Age: 50
Board Committees: Compensation |
BIOGRAPHICAL INFORMATION:
Ms. Douglas currently serves as General Counsel North America for The Coca-Cola Company – a position she has held since January 2018.April 2021. Ms. Douglas alsopreviously served as General Counsel, North America for The Coca-Cola Company from January 2018 through April 2021, Legal Director for The Coca-Cola Company in South Africa from September 2013 through December 2017 and as Vice-President of Supply Chain and Consumer Affairs for The Coca-Cola Company from 2008 through 2013. In addition, Ms. Douglas is a member of the Board of Directors of the Junior Achievement USA, an organization that provides programs for children in kindergarten through twelfth grade, which fosters work readiness, entrepreneurship and financial literacy skills; Jack and Jill of America, Inc., a membership organization of mothers with children ages two through nineteen, dedicated to nurturing future African American leaders by strengthening children through leadership development, volunteer service, philanthropic giving and civic duty; and Cool Girls, Inc., an organization dedicated to the self-empowerment of girls. She earned a Juris Doctor degree from Stanford Law School, and a Bachelor of Arts degree from the University of Michigan.
EXPERIENCE, QUALIFICATIONS, ATTRIBUTESAND SKILLS Ms. Douglas possesses extensive consumer branding knowledge, as well as significant governance and risk management experience,
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ELIZABETH I. HOLLAND
Chief Executive Officer, Abbell Credit Corporation
| Age: 57
Board Committees: Audit Nominating and Governance (Chair) |
BIOGRAPHICAL INFORMATION:
Ms. Holland is the Chief Executive Officer of Abbell Credit Corporation and Abbell Associates, LLC, an a more than 80-year-old privately-held privately held real estate acquisition, development and management company with a portfolio of shopping center, office and enclosed mall properties. She has held these roles since 1997. Ms. Holland is also the Chief Executive Officer of Consortial Technologies, LLC, a privately held company. Prior to joining Abbell Associates, Ms. Holland was a senior staff attorney on the National Bankruptcy Review where she was a member of a Congressional commission charged with making recommendations to the U.S. Congress for bankruptcy code reform. Prior to that, she was a restructuring and business reorganization attorney at Skadden, Arps, Slate, Meagher & Flom LLP in New York City. Ms. Holland was also a fixed income portfolio manager. Ms. Holland is an independent trustee of Federal Realty Investment Trust (NYSE: FRT), a leading shopping center REIT. She is an active member of the International Council of Shopping Centers (“ICSC”), serving as the organization’s Chairman from 2016 to 2017, Vice Chairman from 2015 to 2016, and currently serves on the Board of Trustees. She is also a member of the Urban Land Institute and its CRC Blue Flight Council. Ms. Holland earned a Juris Doctor degree from Brooklyn Law School and a Bachelor of Arts degree from Hamilton College.
EXPERIENCE, QUALIFICATIONS, ATTRIBUTESAND SKILLS Ms. Holland’s retail real estate expertise and experience as Chairman of ICSC provide valuable and complimentary skill sets to our Board of Directors. Ms. Holland also provides valuable perspective and experience to our Company and our Board of Directors through her
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PROPOSAL 1: ELECTION OF DIRECTORS |
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CRAIG MACNAB
Former Chairman and Chief Executive Officer, National Retail Properties, Inc.
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Board Committees: Audit Compensation (Chair) |
BIOGRAPHICAL INFORMATION
Mr. Macnab held the position of Chairman and Chief Executive Officer of National Retail Properties, Inc. (NYSE: NNN), a real estate investment trust that acquires, owns, invests in and develops properties that are leased primarily to retail tenants, from 2008 (with his service as Chief Executive Officer beginning in 2004) until his retirement in April 2017. Mr. Macnab ishas served as an independent director of Cadillac Fairview Corporation (a private company) since 2011 and of American Tower Corporation (NYSE: AMT) since 2014, and served as a director of Cadillac Fairview Corporation (a private company) from September 2011 through December 2022 and Forest City Realty Trust (NYSE: FCEA) from 2017 to 2018, Eclipsys Corporation from 2008 to 2014, and DDR Corp. (NYSE: DDR) from 2003 to 2015. Previously, Mr. Macnab was the Chief Executive Officer and President of JDN Realty, a publicly traded real estate investment trust, from 2000 to 2003. Mr. Macnab holds a Bachelor’s degree in Economics and Accounting from the University of the Witwatersrand and a Master of Business Administration from Drexel University.
EXPERIENCE, QUALIFICATIONS, ATTRIBUTESAND SKILLS Mr. Macnab brings to our Company and Board of Directors extensive financial, strategic and management experience leading a publicly held REIT in the retail sector, as well as a broad skill set and perspective gained from
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EDWARD B. PITONIAK
Chief Executive Officer, VICI Properties Inc.
| Age: 67 Director Since: October 2017 Board Committees: None |
BIOGRAPHICAL INFORMATION
Mr. Pitoniak was appointed as our Chief Executive Officer on October 6, 2017. Prior to this, Mr. Pitoniak served as Vice Chairman of Realterm, a private equity real estate manager based in Annapolis, Maryland, that invests in logistics real estate, from January 2015 to July 2017. Mr. Pitoniak served as an independent director on the board of directors of Ritchie Bros. Auctioneers Incorporated (NYSE: RBA), a global asset management and disposition company from July 2006 to May 2019. Mr. Pitoniak served as Managing Director, Acting Chief Executive Officer and Trustee of InnVest, a publicly-listedpublicly listed REIT, from April 2014 to February 2015, where he was responsible for recapitalizing the REIT and transitioning its management function from an external, third-party management model to an internal management model. He then served as Chairman and Trustee of InnVest from February 2015 to August 2016, when the REIT was sold and taken private. He also served as a director of Regal Lifestyle Communities (TSE: RLC), a Canadian senior housing real estate owner and operator, from 2012 until its sale in 2015. Mr. Pitoniak retired in 2009 from the position of President and Chief Executive Officer and Director of bcIMC Hospitality Group, a hotel property and brand ownership entity (formerly a public income trust called Canadian Hotel Income Properties Real Estate Investment Trust (“CHIP”)), where he was employed from 2004 to 2009. As Chief Executive Officer of CHIP, he led the company to four consecutive years of total return leadership among Canadian hotel REITs, and then to a sale in 2007. Mr. Pitoniak was also a member of CHIP’s Board of Trustees before it went private. Prior to joining CHIP, Mr. Pitoniak was a Senior Vice President at Intrawest Corporation, a ski and golf resort operator and developer, for nearly eight years. Before Intrawest, Mr. Pitoniak spent nine years with Times Mirror Magazines, where he served as editor-in-chief and associate publisher with Ski Magazine. Mr. Pitoniak has a Bachelor of Arts degree from Amherst College.
EXPERIENCE, QUALIFICATIONS, ATTRIBUTESAND SKILLS Mr. Pitoniak provides our Board of Directors with valuable experience in the hospitality, entertainment and real estate industries and, in particular, with respect to publicly held REITs. Our Company and our Board of Directors also benefit from Mr. Pitoniak’s extensive previous board service. In addition, Mr. Pitoniak’s position as our Chief Executive Officer since our formation allows him to advise our Board of Directors on management’s perspective over a full range of issues affecting the Company.
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PROPOSAL 1: ELECTION OF DIRECTORS |
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MICHAEL D. RUMBOLZ
Chairman of the Board of Directors, Everi Holdings Inc.
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Board Committees: Compensation Nominating and Governance |
BIOGRAPHICAL INFORMATION:
Mr. Rumbolz is Director and Chiefhas served as Executive OfficerChairman of the Board of Directors of Everi Holdings Inc. (NYSE: EVRI), a developer of gaming products and services since April 2022. Since 2016, Mr. Rumbolz has held numerous positions at Everi Holdings, including Chairman of the Board of Directors and Chief Executive Officer from March 2020 to April 2022 and President and Chief Executive Officer from May 2016 through March 2020. Mr. Rumbolz has served as an independent director of Seminole Hard Rock Entertainment, LLC.LLC since 2008. Mr. Rumbolz served as Chairman of the Board of Directors of Employers Holdings, Inc. (NYSE: EIG), from 2005 until May 2020, and as Chairman and Chief Executive Officer of Cash Systems, Inc., a provider of cash access services to the gaming industry, from 2005 until 2008 when Cash Systems, Inc. was acquired by Everi.Everi Holdings. Mr. Rumbolz has also from time to time provided consulting services and held a number of public and private sector employment positions in the gaming industry, including serving as Member and Chairman of the Nevada Gaming Control Board from 1985 through 1988. Mr. Rumbolz was also the former Vice Chairman of the Board of Casino Data Systems until it was sold in 2001, the President and CEO of Anchor Gaming from 1995 to 2000, the director of Development for Circus Enterprises (later Mandalay Bay Group) from 1992 to 1995, and the President of Casino Windsor at the time of its opening in Windsor, Ontario in 1995. In addition, Mr. Rumbolz is the former Chief Deputy Attorney General of the State of Nevada. In August 2022, the American Gaming Association announced Mr. Rumbolz’s induction into its Gaming Hall of Fame Class of 2022 in recognition of his contributions to the gaming industry over the past 40 years. Mr. Rumbolz earned a Bachelor of Arts degree in political science from the University of Nevada – Las Vegas and a Juris Doctor degree from the University of Southern California.
EXPERIENCE, QUALIFICATIONS, ATTRIBUTESAND SKILLS Mr. Rumbolz’s experience in the highly regulated gaming industry, both as an operator and as a regulator,
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There are no family relationships among any of our directors or executive officers.
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PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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Introduction
Our Audit Committee has appointed the accounting firm of Deloitte (defined below) to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2021.2023. Action by stockholders is not required by law, the NYSE or our organizational documents in the appointment of an independent registered public accounting firm, but this appointment is submitted by our Board of Directors for ratification as a matter of good corporate governance in order to give our stockholders a voice in the designation of auditors. If the appointment is not ratified by our stockholders, our Board of Directors will further consider its choice of Deloitte as our independent registered public accounting firm and may, but will not be required to, appoint a different independent registered public accounting firm. Deloitte has served as our independent registered public accounting firm since our formation on October 6, 2017 and is considered by our management to be well-qualified. Deloitte has advised us that neither it nor any member thereof has any financial interest, direct or indirect, in our Company or any of our subsidiaries in any capacity.
For additional information regarding our independent registered public accounting firm, see “Principal Accountant Fees and Services” below.
A representative of Deloitte will be present at the Annual Meeting. The representative will have an opportunity to make a statement if he or she desiresdesired and will be available to respond to appropriate questions.
Evaluation of Independent Registered Public Accounting Firm
Prior to selecting Deloitte for the fiscal year ending December 31, 2021,2023, the Audit Committee evaluated Deloitte’s performance with respect to fiscal year 2020.2022. In conducting this annual evaluation, the Audit Committee considered management’s assessment of Deloitte’s performance in areas such as: (i) independence; (ii) the quality and the efficiency of the services provided, including audit planning and coordination; (iii) the adequacy of information provided on accounting issues, auditing issues and regulatory developments affecting REITs; (iv) the quality and effectiveness of communications with the Audit Committee and management, including the ability to meet deadlines and respond quickly,quickly; (v) reports of the PCAOB and other available data regarding the quality of work performed by Deloitte; and (vi) the geographic reach and expertise of Deloitte in terms of quantity, quality and location of staff.
The Audit Committee also considered Deloitte’s tenure, the relative costs, benefits, challenges, overall advisability and potential impact on the Company of changing auditors and the reasonableness of Deloitte’s historical and proposed billable rates. The Audit Committee is responsible for the audit fee negotiations associated with the retention of Deloitte. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent registered accounting firm. Further, in conjunction with the rotation of the auditing firm’s lead engagement partner every five years (which is next expected to take place in 2024 following the audit for the fiscal year ending December 31, 2023), the Audit Committee and its chair will continue to be involved in the selection of Deloitte’s new lead engagement partner. The members of the Audit Committee and the Board believe that the continued retention of Deloitte to serve as our independent external auditor is in the best interests of us and our stockholders.
Vote Required
The affirmative vote of a majority of the votes cast is required for approval of the ratification of the appointment of Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, 2021, which is considered a routine matter.2023. As a result, for purposes of the vote on this proposal, abstentions will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31,
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Our commitment to corporate governance is integral to our business and reflects not only regulatory requirements, NYSE listing standards and broadly recognized governance practices, but also effective leadership and oversight by our senior management team and Board of Directors. We have structured our corporate governance in a manner that we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance framework include the following:
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86% Independent Directors. Six of our seven directors standing for election have been determined by
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No Classified Board.Our directors are elected annually for one-year terms.
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Independent
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No Poison Pill or Stockholder Rights Plan.We do not have a “poison pill” or stockholder rights plan, and, in the event we determine to adopt such a plan, we will seek stockholder approval prior to, or in certain circumstances within twelve months following, such adoption by our Board of Directors.
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Opted Out of Maryland Anti-Takeover Statutes.We have elected not to be subject to the Maryland Unsolicited Takeover Act (MUTA), Maryland Business Combination Statute and the Maryland Control Share Acquisition Statute, and any change to such elections must be approved by our stockholders.
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Systemic Risk Oversight by Board and Committees. Our Board has overall responsibility for risk oversight, while each of our Audit, Compensation and Nominating and Governance Committees monitor and address risks within the scope of their particular expertise or charter.
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No Selective Disclosure of Information. We have a Corporate Disclosure Policy applicable to directors, officers and employees to ensure timely, transparent, consistent and accurate financial and other information is provided to the investing community on a non-selective basis.
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No Option Trading or Short Selling of Our
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No Hedging or Pledging of Our Securities. Our anti-hedging policy prohibits our directors and officers from engaging in any hedging or monetization transactions involving our securities. | |||||||
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No Limits on Stockholder Ability to Amend Bylaws. Our stockholders are empowered to amend, alter or repeal any provision in our bylaws upon the affirmative vote of a majority of all the votes entitled to be cast.
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CORPORATE GOVERNANCE MATTERS |
Corporate Governance Highlights
We are committed to maintaining the highest standards of corporate governance, which we believe promotes long-term value creation, transparency and accountability to our stockholders. Because corporate governance practices evolve over time, based on our ongoing evaluation of best practices and investor feedback on our governance practices, we have made a number ofconsistently implemented governance and disclosure enhancements since our formation in 2017.
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• Appointed a new, highly qualified independent female director, who is also racially diverse • Adopted a majority voting • Adopted enhanced guiding principles for director continuing education • Established task force to advance goal of maintaining a diverse and inclusive workplace | • Adopted stock ownership guidelines for our executive officers • Adopted a one-year minimum vesting period for equity grants, subject to a 5% carve out • Amended the Code of Business Conduct to expressly state our commitment to a diverse workplace and expand the categories of discrimination expressly prohibited in our employment practices to include gender identity, gender expression and sexual orientation • Added environmental sustainability and social responsibility oversight to the responsibilities of the Nominating and Governance Committee • Adopted a Corporate Social Responsibility Policy and Responsible Supplier Principles |
| • Appointed two new, highly qualified independent female directors • Adopted key governance policies in connection with our initial public offering, including Fair Disclosure Policy, Insider Trading Policy, Conflict of Interest Policy, Code of Business Conduct, Political Contribution Policy • Implemented a secure reporting hotline and website in support of Whistleblower Policy | • Since formation in 2017, VICI’s corporate governance has been structured in a manner that we believe closely aligns our interests with those of our stockholders, including stockholder-friendly governance provisions • Established our strong governance structure, providing for annual director elections, fully independent non-employee directors, and director stock ownership guidelines • Opted out of Maryland Unsolicited Takeover Act (“MUTA”), Maryland Business Combination Statute and Control Share Acquisition Act | ||||
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CORPORATE GOVERNANCE MATTERS |
Corporate Governance Documents
Our corporate governance framework is a set of principles, guidelines, policies and practices that support consistent financial performance and long-term value creation for our stockholders.
CORPORATE GOVERNANCE GUIDELINES |
Our
• the responsibilities and qualifications of directors, including director independence, and the selection process and evaluation criteria for new director
• the responsibilities, composition and functioning of the Board of Directors and its
• director access to officers and employees, as well as to outside
• the principles of director
• director orientation and continuing
• Board of Director interaction with stockholders and interested
• management succession planning, development and
• annual performance evaluation of the Board of Directors, its committees and
• minimum stock ownership guidelines for our directors, CEO and other executive
Our Corporate Governance Guidelines are periodically reviewed by the Nominating and Governance Committee.
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CODE OF BUSINESS CONDUCT |
Our
• deter wrongdoing, including with respect to corporate opportunities, the protection and proper use of company assets, and political contributions and payments to government
• promote honest and ethical conduct, including maintaining confidentiality of proprietary or confidential information and the ethical handling of actual or apparent conflicts of interest in a personal and/or professional
• promote full, fair, accurate, timely and understandable disclosure in our SEC reports and other public
• ensure compliance with applicable governmental laws, rules and
• establish an expectation of fair dealing with our competitors, tenants, managers of our properties, suppliers and
• encourage prompt internal reporting of violations of the Code of Business Conduct to appropriate persons identified in the Code of Business
In addition, the Code of Business Conduct expressly states our commitment to a diverse workplace and requires that all employment practices and decisions be conducted without regard to race, color, ancestry, national origin, age, gender, sex, sexual orientation, marital status, religion, age, pregnancy and childbirth (or any related medical conditions), disability, gender identity or expression, results of genetic testing, genetic information (including, where applicable, sickle cell trait), or service in the military, or any other protected categories under applicable federal, state, and local laws.
Only our Board of Directors, or a committee designated by the Board of Directors, is able to approve any waiver of the Code of Business Conduct for our executive officers or directors, and any such waiver shall be promptly disclosed as required by law, stock exchange
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Where to Find our Corporate Governance Documents
You are encouraged to visit our website at https://investors.viciproperties.com/environmental-social-and-governance/corporate-governance/#governance-documents to view or obtain copies of our Corporate Governance Guidelines, committee charters, Code of Business Conduct, Corporate Social Responsibility Policy and Whistleblower Policy. The information found on, or accessible through, our website is not incorporated into, and does not form a part of, this Proxy Statement or any other report or document we file with or furnish to the SEC. You may also obtain, free of charge, a copy of our Corporate Governance Guidelines, committee charters, Code of Business Conduct and Corporate Social Responsibility Policy by directing your request in writing to Secretary, VICI Properties Inc., 535 Madison Avenue, 20th Floor, New York, New York 10022. Additional information relating to the corporate governance of our Company is also set forth below and included in other sections of this Proxy Statement.
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CORPORATE GOVERNANCE MATTERS |
CORPORATE SOCIAL RESPONSIBILITY POLICY | Our Corporate Social Responsibility Policy sets forth the Company’s policy to contribute to the improvement of economic, environmental and social conditions through the Company’s business activities regardless of geographic location, within the scope of our capabilities and consistent with applicable laws and regulations, and our Code of Business Conduct. The Corporate Social Responsibility Policy covers, among other things: • environmental sustainability • labor, health and safety • human rights and human trafficking • compliance with applicable governmental laws, rules and regulations • business integrity and anti-money laundering • education and training opportunities for our employees, including with respect to cybersecurity, diversity, anti-harassment and sustainability • engagement of stakeholders, including our stockholders, our employees, our tenants and borrowers, and our communities • diversity and inclusion • considerations relating to suppliers, including, where available and feasible, a commitment to work with suppliers to advance economic inclusion and work with minority and women-owned businesses • cybersecurity and data protection • reporting of apparent misconduct or violations of the policy, including a confidential, secure reporting structure Our Board of Directors periodically reviews the Corporate Social Responsibility Policy. | |
POLITICAL CONTRIBUTION POLICY | Our Political Contribution Policy, in addition to our Code of Business Conduct, provides: • that Company personnel are encouraged to participate in political activities on their own time and at their own expense, and in a manner consistent with applicable law and the Company’s applicable policies • that Company assets, facilities and resources may not be used for political purposes except in accordance with law and after approval by the Board of Directors • for the implementation of internal safeguards to prevent unlawful political contributions by the Company and our officers, employees and directors who are licensed or have applied for a gaming license in one or more of the jurisdictions in which we are licensed, due to the highly regulated nature of the gaming industry in which we operate • for the strict prohibition on making illegal payments to government officials of any country, including under the U.S. Foreign Corrupt Practices Act, which prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business, and similar federal, state and local rules, as well as those of foreign governments Our Board of Directors periodically reviews the Political Contribution Policy and the Code of Business Conduct. In accordance with our policies, any company resources utilized for political advocacy purposes require the approval of our Board of Directors. In 2022, VICI paid a total of approximately $385,000 in membership dues to the National Association of Real Estate Investment Trusts (Nareit), the American Gaming Association (AGA), and a regional business council organization, a portion of which was allocated by the respective organizations to lobbying and political activities. Except for such portion of these membership dues (which are not directed by VICI), VICI did not expend corporate resources for political advocacy purposes in 2022. | |
RESPONSIBLE SUPPLIER PRINCIPLES | Our Responsible Supplier Principles are designed to outline our expectations for the responsible business practices of our third-party suppliers. The Responsible Supplier Principles include our expectation that our third-party suppliers (i) comply with all applicable laws and regulations, (ii) have a commitment to a diverse workplace, (iii) institute and enforce policies prohibiting harassment and discrimination, (iv) prohibit forced labor and abuse of labor, including human trafficking, (v) prohibit child labor, (vi) comply with all applicable local and national wage, work hours, overtime and benefits laws, and (vii) support environmental sustainability and business integrity. Our Board of Directors periodically reviews the Responsible Supplier Principles for changes in our business and any legal or regulatory requirements. |
| Where to Find our Corporate Governance Documents | ||
 | You are encouraged to visit our website at https://investors.viciproperties.com/environmental-social-and-governance/corporate-governance/#governance-documents to view or obtain copies of our articles of incorporation and bylaws, committee charters, and certain corporate policies, including our Code of Business Conduct. The information found on, or accessible through, our website is not incorporated into, and does not form a part of, this Proxy Statement or any other report or document we file with or furnish to the SEC. You may also obtain, free of charge, a copy of each of these documents by directing your request in writing to Secretary, VICI Properties Inc., 535 Madison Avenue, 20th Floor, New York, New York 10022. Additional information relating to the corporate governance of our Company is also set forth below and included in other sections of this Proxy Statement. | |
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CORPORATE GOVERNANCE MATTERS |
Environmental Sustainability and Social Responsibility
OKVERVIEWEY PILLARSOF 2020 AECCOMPLISHMENTSNVIRONMENTAL SUSTAINABILITYAND SOCIAL RESPONSIBILITY
Environmental sustainability and social responsibility are integral components of growing and maintaining value for our stockholders. Accordingly, we are committed to progress in environmental sustainability across our corporate headquarters, our leased properties and our owned and operated golf courses, as well as to the health, safety and well-being of our employees, suppliers, partners and local communities.
Through our Nominating and Governance Committee,
Environmental Sustainability • Advance Tenant Engagement • Expand Sustainability Data Reporting • Assess Climate Change Risk • Maintain Rigorous Environmental |
Social Responsibility • Maintain Culture and Values • Drive Employee Engagement • Advance Diversity, Equity and Inclusion • Demonstrate Charitable Commitment | |||
KEY AREASOF OVERSIGHTAND RESPONSIBILITY
The key areas of responsibility regarding certain ESG matters with respect to our Board of Directors oversees the Company’s corporate environmental sustainability and social responsibility efforts. The Nominatingits committees, our executive leadership and Governance Committee has been tasked with reviewing community, environmental and social responsibility policies, goals and initiatives (including diversity and inclusion efforts).our employee-led groups are set forth below:
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• We implemented a third-party environmental sustainability data monitoring effort at our golf courses, pursuant to which we intend to measure and maintain sustainability metrics at our owned and operated golf courses in connection with environmental sustainability programs
• We continued to pursue a tenant engagement strategy to coordinate with our tenants on environmental sustainability reporting and initiated efforts to better understand the environmental impact of our properties
• We negotiated limited “green lease” provisions in certain of our new leases, which require such tenants to, among other things, reasonably cooperate and participate in conservation, sustainability, recycling, energy efficiency, and waste reduction and other programs that may be implemented
• Our acquisition and transactional underwriting continues to include an assessment of environmental-related risks, including those related to environmental performance and potential environmental exposure or liability, regulatory and zoning-related risks, as well as the potential long-term impact of climate change
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ENVIRONMENTAL SUSTAINABILITY
Corporate Headquarters. In 2019, we relocated our corporate headquarters to a building that has achieved a LEED Gold certification for existing buildings through the integration of many of the latest sustainable building materials and systems into the building’s operation, effectively minimizing the environmental impact of the building. Our corporate headquarters building has also earned an Energy Star Label.
Environmental Sustainability and Social Responsibility Task Force. Force. Formed in 2018, our Environmental Sustainability and Social Responsibility Task Force consists of employees across functional areas, and from various professional levels, including our Executive Vice President and General Counsel. The Environmental Sustainability and Social Responsibility Task Force periodically meets to consider, implement and oversee our environmental sustainability initiatives at our owned and operated properties, and to monitor our engagement with our tenants to collect and review data relating to environmental sustainability and understand the environmental impact of our leased property portfolio. In addition, we reportmanagement reports to the Nominating and Governance Committee of the Board of Directors on at least a quarterly basis, and more frequently as necessary, on key updates and developments with respect to our environmental sustainability initiatives.
Our Corporate Headquarters. Our corporate headquarters is located in a building that has achieved a LEED Gold certification for existing buildings through the integration of many of the latest sustainable building materials and social responsibility activity.systems into the building’s operation. Our corporate headquarters building has also earned an Energy Star Label.
Our Leased Properties. Our existing leased properties are leased pursuant to long-term, triple-net leases. As a result of our triple-net lease structure, our tenants maintain sole operational control over our properties, including the authority to develop and improve the environmental sustainability performance at the properties.
Tenant Engagement. As a component of our sustainability efforts, we continue to focus on tenant engagement initiatives designed to facilitate an understanding of the environmental impact of our leased properties and to gather environmental sustainability data in order to monitor our leased property portfolio, as well as potential future opportunities such as supporting our tenants’ sustainability-related investments in future capital expenditure or redevelopment projects as a financing partner.
A brief review of our sustainability engagement with our tenants is presented below:
2020 We took additional steps to establish formal processes with certain of our tenants, which we expect will facilitate further cooperation between us and our tenants with respect to conservation, sustainability, recycling, energy efficiency, and waste reduction and other programs that may be implemented. | 2021 We advanced our tenant engagement initiative through additional outreach to each of our tenants to further engage on their environmental sustainability programs, goals and strategies. We also continue to incorporate certain limited “green lease” provisions into our new leases and amendments to existing leases. | 2022 We continued to engage with our tenants individually to facilitate, among other things, data reporting, resulting in reporting on key resource metrics with respect to a majority of our triple-net leased portfolio in 2022, as well as initial discussion regarding climate change risk across our portfolio. | 2023 In January 2023, we engaged an external ESG consultant to guide the next iteration of our ESG strategy. Among other initiatives, we commenced a comprehensive stakeholder materiality assessment in March 2023 to obtain input from certain of our tenants and identify next steps with respect to our tenant engagement program. |
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CORPORATE GOVERNANCE MATTERS |
Our Tenants’ Sustainability Initiatives. We are proud of the work our tenants have done to implement environmental sustainability measures, set goals and prioritize ESG matters, whether at our leased properties or more broadly across their properties, operations and employee base. Certain of our tenants have disclosed their comprehensive initiatives and goals, including those relating to environmental sustainability and climate change, such as Caesars, MGM Resorts, PENN Entertainment, Inc. (“PENN Entertainment”) and Hard Rock International (“Hard Rock”). The following information is derived from each tenant’s publicly available disclosure.
 | Caesars Entertainment. Caesars’ “PEOPLE PLANET PLAY” strategy represents an industry-leading, comprehensive approach to ESG matters, including its key environmental sustainability topics of pursuing science-based carbon reduction goals, reducing energy consumption and reducing and recycling waste. Among other initiatives, Caesars continues to progress meaningful reduction in its environmental impact across its operations, including at our leased properties, through science-based Scope 1 and Scope 2 GHG emissions reduction targets of 35% by 2025 and 100% by 2050.
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 | MGM Resorts. MGM Resorts has embraced a leadership role in environmental sustainability through its “Focused on What Matters: Embracing Humanity & Protecting the Planet” platform. MGM has publicly committed to pursuing concrete sustainability and climate-related goals (including Science-Based Targets initiative goals) through 2025 and 2030, including a Scope 1 and 2 GHG emissions reduction target of 50% by 2030 (2019 baseline) and to source 100% renewable electricity domestically (and 80% globally) by 2030. | |
 | PENN Entertainment. PENN Entertainment is committed to safeguarding natural resources and helping to protect the environment, fostering a culture of environmental excellence throughout their organization by meeting or exceeding environmental regulations; implementing environmentally sound policies; and engaging with customers, suppliers and communities on environmental impacts and opportunities for improvement. | |
 | Hard Rock. Through Hard Rock’s “Save the Planet” initiative, Hard Rock International and Seminole Gaming are growing efforts to sustainably address waste, energy, and water, by driving operational improvements, engaging non-profit partners, and pursuing best practice collaborations with vendors. |
Green Building Certifications. Certain properties in our portfolio have been rated by the U.S. Green Building Council’s Leadership in Energy & Environmental Design (LEED), including:
| MGM Springfield in Springfield, Massachusetts(LEED Platinum)
|  | MGM National Harbor in Oxon Hill, Maryland (LEED Gold) | |||
| The Venetian Resort in Las Vegas, Nevada (LEED Gold) |  | The Octavius Tower at Caesars Palace Las Vegas in Las Vegas, Nevada (LEED Silver) | |||
Our Leased Properties. Our existing leased properties are leased pursuant to long-term, triple-net leases, which provideCertain of our tenants with complete control overtenants’ operations at our properties including over the implementation ofhave also been recognized for environmental sustainability initiatives consistent with their business strategies and our revenue objectives, and do not permit us to require the collection or reporting of environmental sustainability data. Despite these contractual limitations, in 2019, we initiated a communication and reporting process in partnership with our tenants in order to monitor, record and report environmental sustainability data relating to our leased property portfolio.
Our largest tenant is Caesars Entertainment, Inc., which currently leases 71% of our leased properties. Environmental data is monitored by our tenants at these Caesars-leased properties in order to guide their sustainability initiatives and the setting and achievement of target goals to reduce the environmental impact of their operations. Due to the timing of availability of this data, we have presented below sustainability information with respect to 2019 (and in comparison to 2018). In 2019, these properties reported the use of 586,451 MWh in electric energy (compared to 599,216 MWh in 2018), 14,383,146 therms of thermal (heating / cooling) energy (compared to 14,252,179 therms in 2018), 93,960 (Scope 1 MTCO2e) and 299,703 (Scope 2 MTCO2e) in emissions (compared to 94,828 and 325,471 in emissions, respectively, in 2018), and 1,458,877 kGal of water (compared to 1,489,294 kGal in 2018). In addition, these properties diverted from landfills approximately 38% of waste generated (compared to 42% in 2018).
Beginning in 2018, our first full year of existence and ownership of our real estate portfolio, we implemented and continue to pursue strategies with our tenants that support their progress in setting year-over-year reporting goals and sustainability targets relative to mitigating the environmental impact of their occupancy. In 2020, we took additional steps to establish formal processes with certain of our tenants, such as the inclusion of limited “green lease” provisions in certain of our new leases, which generally require such tenants to,performance through, among other things, reasonably cooperaterecognitions, the Green Building Initiative’s (GBI) Green Globes certifications and participate in conservation, sustainability, recycling, energy efficiency, and waste reduction and other programs that may be implemented.Green Key awards.
Golf Course Utility Usage Monitoring. We have retained a third-party service provider to facilitate the monitoring of utility data at our owned and operated golf courses in order to more fully understand the environmental impact of our operations, key drivers and trends with respect to utility usage at each of our courses. Certain information is included below with respect to the electric energy and water use of our golf course properties. After a complete evaluation of the historical performance and environmental impact of our golf course business, we expect to have a better understanding of our performance which we expect will better inform our ability to set meaningful performance and improvement targets in future years.
Our Golf Courses. We own and operate four championship golf courses, all of which focus on sustainable water use through the reduction of overwatering and irrigation management. However, due to the nature of golf course management and the locations of certain of our golf courses, the extent to which we are able to meet internal goals with respect to reduced utility usage and environmental impact depends to some degree on natural weather patterns and outcomes, including total rainfall in a given location and the degree to which drought-like conditions are experienced throughout the year. In addition, the closure of our golf courses from early March 2020 to mid-May 2020 from the impact of the COVID-19 pandemic may affect the comparability of our water and electricity usage metrics for 2020 as compared to 2019 (and in future years).
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CORPORATE GOVERNANCE MATTERS |
We have initiated environmental conservationSUSTAINABILITY REPORTING
CORPORATEAND GOLF OPERATIONS
Certain resource usage data with respect to our directly operated assets (excluding our triple-net leased property portfolio, which is addressed below), which scope includes our leased corporate headquarters in New York, NY, as well as our four owned golf courses operated and recycling programsmanaged by CDN Golf. As we continue to expand our data collection processes, we expect to continue to enhance our reported sustainability data. In addition, we expect to utilize findings from energy and water audits being performed in 2023 to identify additional opportunities to improve the sustainability performance of operations at our golf courses, including the elimination of Styrofoam, the ongoing transition to energy-efficient lighting and efforts to reduce our total water usage. Since taking ownership of the golf courses, we continue to transition our existing lighting to all energy-efficient LEDs. The retrofittingwhich drive a large majority of our overall resource usage.
Due to the nature of golf course facilities’ lighting systems is on an as-needed basismanagement and we expect to make steady progress towards our goalthe locations of 100% energy-efficient LED lighting at our golf course properties. As of January 1, 2021, approximately 40% of lighting at our golf courses consists of energy-efficient LEDs (compared to approximately 33% as of January 1, 2020). In addition, with respect to water usage, we utilize reclaimed water at our Rio Secco golf course with respect to a significant portion of our irrigation activities, which reclaimed water comprised approximately 85% of our total water usage at Rio Secco in 2020 (and reduced our fresh water usage by such amount).
With respect to environmental conservation and sustainability certifications, the Chariot Run golf course has been certified by the Audubon Cooperative Sanctuary Program as an Audubon Sanctuary and each of our remaining courses are enrolled in the program with the certification process underway. At allcertain of our golf courses, our total resource consumption depends to some degree on natural weather patterns and outcomes, including total rainfall and drought-like conditions in a given year. In addition, our golf courses were closed from March 2020 to mid-May 2020 due to the impact of the COVID-19 pandemic, which may affect the comparability of results in subsequent years.
| Metric | Unit of Measurement | 2020 | 2021 | 2022 | ||||||||||
Water Usage1 | Mgal | 510.3 | 521.5 | 480.2 | ||||||||||
Electricity Usage2 | MWh | 5,045.5 | 5,197.7 | 5,185.0 | ||||||||||
Fuel Usage3 | MWh | 2,268.8 | 2,592.6 | 2,577.0 | ||||||||||
Scope 1 Emissions4 | MTCO2e | 511.0 | 588.4 | 570.3 | ||||||||||
Scope 2 Emissions4 | MTCO2e | 1,967 | 2,026 | 2,021 | ||||||||||
| (1) | Represents actual water usage at golf courses, as well as estimated water usage at corporate headquarters based on pro rata square footage of overall building usage. The portion of estimated water usage comprises less than 0.2% of overall reported water usage for each reported year. |
| (2) | Represents combined actual electricity usage at directly operated assets, all of which is sourced from local grids. |
| (3) | Represents actual fuel usage at golf courses, including propane, liquid natural gas, gasoline, diesel fuel and heating oil. No direct fuel usage at corporate headquarters. |
| (4) | Represents estimated combined Scope 1 or Scope 2 (location-based) GHG emissions impact, as applicable, from available energy usage data, as calculated pursuant to our third-party sustainability data monitoring platform. |
TRIPLE-NET LEASED PORTFOLIO
Reported Portfolio Data Coverage ~77% by property ~78% by sq. ft. |
We presented for the first time in our 2021-2022 ESG Report consolidated sustainability data for a majority of our leased property portfolio, including total water usage, electricity, natural gas and district energy usage, tenant Scope 1 and Scope 2 GHG emissions, and overall percentage of generated waste diverted from landfills. This presentation represented available data provided voluntarily by certain of our tenants for the years 2019-2021 and, based on the expected timing and availability of our tenants’ sustainability data and reporting, we expect similar data to be available for 2022 in connection with the publication of our next annual ESG report. In our 2021-2022 ESG Report, we presented consolidated data representing 77% of our leased property portfolio on a per property basis and 78%on an overallsquare footage basis (in each case, as of June 30, 2022). In connection with our tenant engagement initiative, we expect to continue to encourage our tenants to pursue their respective ESG initiatives and enhance their data reporting capabilities and, accordingly, expand our own ability to report sustainability data with respect to our leased property portfolio. The information in our 2021-2022 ESG Report is not incorporated by reference into, and does not form a part of, this Proxy Statement.
Property Sustainability Measures. Certain of our tenants have implemented various sustainability measures at our leased properties and across their operations, including: | ||
• GHG emissions reduction targets | • Waste reduction initiatives | |
• On-site renewable energy sources | • Climate change assessments | |
• Sustainable building certifications | • High-efficiency equipment / appliances | |
• Smart grid / smart building technologies | • Drought tolerant / native landscaping | |
• Energy-efficient lighting upgrades | • Electric vehicle charging stations | |
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CORPORATE GOVERNANCE MATTERS |
OUR GOLF COURSES
We own four externally managed championship golf courses at which we and the manager (as described below) strive to contribute to the health and sustainable functioning of our ecosystems with policies and practices that protect watersheds, promote biodiversity, and sustain natural resources through maintenance of naturalized areas where possible. At
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| Cascata Golf Club | Chariot Run Golf Club | Grand Bear Golf Club | Rio Secco Golf Club | |||
| Boulder City, Nevada | Laconia, Indiana | Saucier, Mississippi | Henderson, Nevada |
CDN Golf Management Transition |
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On October 1, 2022, we entered into a management agreement with CDN Golf Management Inc. (“CDN Golf”), an affiliate of Cabot, a developer, owner and operator of world-class destination golf resorts and communities, pursuant to which CDN Golf manages and operates our four golf courses. Although CDN Golf has assumed all day-to-day operations of the golf courses, including employment of the Company’s former golf course employees, we continue to own the golf courses through our taxable REIT subsidiary, VICI Golf LLC, and report financial results on a consolidated basis. CDN Golf and their parent organization, Cabot, are committed to sustainability and innovation in golf course management, and we look forward to working with them to further advance our sustainability initiatives at our golf courses. In partnership with CDN Golf, we will continue to pursue sustainability initiatives to mitigate the environmental impact of operations at these properties. | ||
We have initiated environmental conservation programs at our golf courses, including our ongoing sustainability initiatives listed below:
| • | LED Lighting Transition. Our transition to energy-efficient LED lighting is substantially complete, with remaining lighting replaced on an as-needed basis. As of December 31, 2022, approximately 91% of lighting has been upgraded. |
| • | Landscape Naturalization and Turf Reduction. We are in the process of evaluating the transition of currently landscaped areas to naturalized landscaping, utilizing native plants and grasses, to reduce irrigation and maintenance demands on water usage at the courses. We continue to progress our turf reduction initiative at Cascata Golf Club and have begun this initiative at Rio Secco Golf Club, seeking to reduce the total area of the clubhouse areas and golf course requiring irrigation in order to reduce overall water usage. |
| • | Reclaimed Water Usage. We utilize reclaimed water at our Rio Secco Golf Club with respect to a significant portion of our irrigation activities in order to reduce our total water usage and environmental impact. |
| • | HVAC and Infrastructure Upgrades. We continue to update certain heating and cooling systems at each golf course facility to improve energy efficiency and sustainability performance. In addition, we have implemented key infrastructure upgrades, such as replacing pond liners, to reduce waste and improve sustainability performance. |
| • | Waste Management and Recycling. We have implemented recycling programs at each of our golf courses, which encourage all employees and customers to participate in recycling consumer waste, including paper, glass and plastic (including packaging waste). |
| • | Environmental Certifications. The Chariot Run Golf Club is certified by the Audubon Cooperative Sanctuary Program as an Audubon Sanctuary, and each of our other golf courses is enrolled in the Audubon Cooperative Sanctuary Program and currently undergoing the certification process. With CDN Golf’s leadership, we expect to continue to advance the Audubon Sanctuary certification process at our remaining golf courses. |
24 | VICI PROPERTIES INC.— 2023 PROXY STATEMENT |
CORPORATE GOVERNANCE MATTERS |
CLIMATE CHANGE
In recent years, increasing natural hazards and global climate trends continuously remind us of the destruction climate change can cause and the imminent threat it poses to communities, businesses, and future generations. As a real estate owner and investor, we understand that we are not immune to these risks and recognize that as these impacts continue to become more severe, chronic trends and acute events may pose a risk to our business model and performance by impacting the underlying value of our assets, the viability of our tenants’ businesses at our properties, and the health, safety, growth and prosperity of the communities that surround our properties. As we operate under a triple-net lease model, the operation, maintenance, repair, and improvements of our leased properties (including with respect to sustainability performance and climate change mitigation) is the sole responsibility of our tenants.
CLIMATE STRATEGY
Our current leased property portfolio is broadly diversified across the United States and Canada. As we continue to make progress onpursue our turf reduction initiative, seekingstrategic priorities, we expect to reduce the total area of the golf course requiring irrigation in ordermaintain this geographic diversity, which also serves to reduce overall water usage, which has contributeddiversify our potential exposure to our overall reduction in water use over the past two years.
climate risk. In addition, eachwe have identified related strategic opportunities, such as additional investment and capital allocation opportunities through financing our tenants’ capital expenditures, redevelopment, and other improvements at our leased properties, including those related to addressing the impact of climate change.
CLIMATE GOVERNANCE
Our Environmental Sustainability and Social Responsibility Task Force is primarily responsible for the evaluation and assessment of climate change risk across our golf courses collectportfolio, as well as our related tenant engagement initiatives to support their implementation of measures to mitigate the potential impact of climate change. Pursuant to its charter, our Nominating and report dataGovernance Committee is responsible for overseeing our initiatives relating to environmental sustainability, including climate change. Management reports to the Nominating and Governance Committee on a quarterly basis and more frequently as necessary on key updates and developments with respect to waterour management of climate risk.
MANAGING CLIMATE RISK
In 2022, we engaged a third-party consultant to evaluate the climate risk and energy consumption. In 2020, as compared to 2019, thesustainability performance of our existing leased property portfolio and golf courses in alignment with the TCFD Guidelines. The results of this property and portfolio-level climate risk assessment allow us to better understand the risks and opportunities posed by climate change, enhance our climate-related governance and risk management processes, and develop our climate change strategy. The key results of our portfolio-level climate change risk assessment (summarized below) are disclosed in alignment with the TCFD Guidelines for the first time in our 2021-2022 ESG Report, which is available on an aggregate basis increased water consumptionour website. The information in our 2021-2022 ESG Report is not incorporated by approximately 3%reference into, and reduced electric energy consumption by approximately 9%. In 2019, as compareddoes not form a part of, this Proxy Statement.
As a result of our triple-net structure, our tenants retain management and operational control of our leased properties, including their climate change initiatives, strategy, approach and implementation, and make independent decisions regarding whether and how to 2018 (our first full year of ownership and operation of the golf courses), the golf courses reduced water consumption by approximately 6% and reduced electric energy consumption by approximately 1%.
Following our implementation of internal reporting mechanisms in 2019 to facilitate the collection of environmental sustainability datapursue such initiatives at our ownedleased properties. Accordingly, our tenants are responsible for the management of immediate climate-related risk and operatedbear the costs of both short- and long-term climate-related impacts, if any, through the applicable lease term. However, we incorporate climate change into our investment and asset management strategies with a focus on identifying and assessing environmental-related risks.
| Underwriting and Due Diligence | Insurance | Tenant Engagement | ||||||
In evaluating a potential investment or acquisition, we engage in comprehensive environmental due diligence to evaluate risks related to environmental performance of the property and potential environmental exposure or liability, regulatory and zoning-related risks, as well as potential climate change risk and impact. We have incorporated climate change considerations into our existing reporting processes and our Enterprise Risk Management framework. | Under our triple-net leases, our tenants are responsible for obtaining and maintaining adequate insurance coverage with respect to our leased properties, including climate-related risk exposure, consistent with the particular provisions of each lease. In the event of a casualty or condemnation, our tenants are generally responsible for addressing any covered losses, as well as restoring the property to its previous condition. | Our tenant engagement strategy involves regular outreach and communication, including through the identification of potential areas of focus regarding sustainability and supporting the implementation of measures to address sustainability issues. Certain of our tenants are industry leaders in environmental sustainability and we applaud and encourage their efforts. We seek to engage with our tenants to support, where possible, their implementation of environmental sustainability initiatives at our leased properties. | ||||||
CLIMATE METRICSAND TARGETS
As we do not operate any of our leased properties and cannot directly address the sustainability performance or climate change risk mitigation at such properties, we have not set targets with respect to emissions reduction or other quantitative environmental sustainability-related metrics for our implementation of a comprehensive recycling programleased property portfolio at each ofthis time. With respect to our corporate and golf courses,operations, as we continue to make progress towards long-term sustainability targets to mitigateenhance our environmental impact. Following analysis of the data collectedsustainability programs and initiatives in 2019 and 2020 and in consultationpartnership with our third-party sustainability advisor,CDN Golf, we expect to setevaluate the feasibility of setting specific, measurable targets relatingpursuant to reductions in energy and water usage atkey metrics across our owned and operated golf courses in the future.operations.
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SOCIAL RESPONSIBILITY
Corporate Culture. We are committed to contributing positively to our communities and to creating and sustaining a positive work environment and corporate culture that fosters employee engagement, health, safety and well-being, diversity, equity and inclusion, and equal opportunityopportunity. We embody this commitment through maintaining a focus on recruitment and retention of employees with skills, experiences and viewpoints that contribute to our success and enhance our culture, and providing competitive benefit programs, training and development opportunities, tuition reimbursement, and community service events.
Advancing Diversity, Equity and Inclusion. Since our formation in 2017, wehave maintained the vital importance of a diverse, equitable and inclusive culture in fostering the continued growth and success of our organization. In 2020, as part2022, we continued the work of a broader review ofreviewing and improving our organization’s diversity, equity and inclusion policies and practices we completedwith the analysis of our existing racial, ethnic and gender diversity among key populations including our Board of Directors, senior management, our corporate team in New York, NY and our entire organization. The analysis included an evaluation of our 2020 performance against 2019, in each case for the period from October 1st of the previous year through September 30th of the current year (which is the period through which we internally evaluate such performance in connection with our employee engagement calendar).
Racial and Ethnic Diversity. The racial and ethnic diversity of our Board of Directors and our corporate team, as of March 1, 2020 and 2021, are presented below:
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Gender Diversity. The gender diversity of our Board of Directors and our corporate team, as of March 1, 2020 and 2021, are presented below:
Next Steps. Under the supervisionleadership of our Diversity and Inclusion Task Force. Due to our headcount of fewer than 100 employees during the applicable period, we are not required to file an EEO-1 Report with the Equal Employment Opportunity Commission for the 2022 calendar year under the applicable requirements of Title VII of the Civil Rights Act of 1964, as amended.
Diversity and Inclusion Task Force. Formed in January 2021, our Diversity and Inclusion Task Force we expectis comprised of employees across functional areas and from various professional levels, and continues to complete a comprehensive review of our existing policies and procedures, includingpursue meaningful progress with respect to employee lifecycle monitoring, hiring, recruitmentour diversity and employment procedures,inclusion initiatives. The Diversity and enhanced training programs.
VICI Volunteers. In 2020, we formed a group comprised of employees from across our organization to more formally guide and supervise our organization’s community service engagement. We are encouraged by the early activity of our VICI Volunteers initiative, in conjunction with charitable activity by the Company and at each of our golf courses, including the below initiatives:
Bluegrass Downs Donation. In November 2020, we announced the donation of approximately 58 acres of real estate of the property known as Bluegrass Downs, a former race track in Paducah, Kentucky, to McCracken County. Bluegrass Downs ceased operations in November 2019, and the property is expected to be developed into a youth sports facility, providing soccer, baseball and softball facilities for the approximately 1,200 local youth and facilitating additional sports and tourism-related opportunities to the local communities.
Lake Charles Relief Funds. Following the impact of Hurricane Laura and Hurricane Delta in August and September 2020, respectively, VICI contributed to relief funds organized by certain of our tenants for the benefit of their employees in the region to apply for financial assistance for their immediate needs, including food, clothing and shelter.
Corporate-Matched Fundraising Drive. In an effort to capitalize on our employees’ end-of-year charitable contributions, our VICI Volunteers team organized a company-matched fundraising drive through which we selected four charitable organizations in total, two in Las Vegas, Nevada and two in New York, New York, for matching employee donations in addition to stand-alone corporate donations to each organization. In total, VICI and its employees contributed over $25,000 to these organizations through this effort. Our employees also separately participated in our existing Charitable Contribution Matching Policy to contribute to and positively impact organizations of their choice.
Golf Course Community Engagement. In addition to our corporate-level involvement described above, each of our golf courses also engages in local community outreach and serviceInclusion Task Force meets on a regular basis.periodic basis to review recent developments and progress, as well as to collect feedback from members on additional initiatives.
Awareness Fundraising. EachEmployee Demographics. As of our golf courses prepares an annual calendar of fundraising events centered around designated awareness months, selecting multiple months each year in which to support a given cause by contributing a portion of rounds fees paid in that month to charitable causes. For example, certain of our golf courses donated a portion of their golf proceeds to local veterans’ groups in November 2020 in supportDecember 31, 2021 and recognition of2022, the National Veterans & Military Families Month recognized by the federal government. On an annual basis, our golf courses also promote awarenessracial and contribute to local charities in pursuit of other causes, such as National Breast Cancer Awareness Month in October, National Autism Awareness Month in April.
Sponsored Rounds. Our golf courses also demonstrate their support for local causesethnic diversity and engagement with their respective communities by donating rounds of golf to be utilized in connection with fundraising efforts. In 2020, our golf courses donated nearly 200 individual player rounds to over 45 different organizations in connection with their fundraising events, including those supporting education, healthcare, emergency services (fire and police), youth sports and tournaments, foundations and other causes.
Local Events. Our golf courses also host charity fundraising events at their facilities from time to time in support of local organizations. For example, our Grand Bear Golf Club hosted its signature Folds of Honor Event in November 2020, raising nearly $15,000 in scholarships to support Folds of Honor, a nonprofit organization that helps provide the families of fallen and disabled service members educational scholarships.
Employee Engagement. In 2020, we initiated our second annual employee engagement survey through the Great Place to Work® Institute in order to monitor the satisfactiongender diversity of our employees (18 corporate employees in 2021 and 23 total employees in 2022) is presented below. Information for 2021 is presented solely with respect to utilize the resultsour corporate team to improvegive effect to our company. Following the completion of this survey, we were certified as a Great Placemanagement agreement with CDN Golf entered into in October 2022, pursuant to Work® for the second year in a row, with the agreement of 93% ofwhich individuals at our participating employees.four golf courses previously employed by VICI are now employed by CDN Golf.
Diversity, Equity & Inclusion Engagement Timeline
| • | October 2022: Founding Donor in support of Nareit’s Dividends Through Diversity, Equity & Inclusion Giving Campaign |
| • | June – July 2022: Hosted two interns through the Foundations: REITs and Commercial Real Estate Internship Program, a joint initiative of Nareit, the Urban Land Institute (ULI), and Fannie Mae’s Future Housing Leaders (FHL) to support FHL’s mission of advancing system racial equity within the real estate industry |
| • | January 2022: Implemented expanded inclusive benefits, including expanded parental leave, parenthood pursuit, and supplemental disability insurance |
| • | September 2021 – February 2022: Hosted comprehensive diversity, equity, inclusion and belonging curriculum to further educate and equip our employees and support a safe, positive, and inclusive environment |
| • | June 2021: Our CEO, Mr. Pitoniak, made the CEO Action for Diversity & Inclusion Pledge |
| • | April 2021: Amended our Nominating and Governance Committee Charter to allocate responsibility for reviewing diversity and inclusion related policies, goals and initiatives |
| • | February 2021: Amended our Code of Business Conduct to expressly state our commitment to a diverse workplace and expand anti-discrimination protection to include gender identity, gender expression and sexual orientation |
| • | January 2021: Released CEO letter on commitment to maintaining a diverse and inclusive workplace and formed the Diversity & Inclusion Task Force |
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Employee Education. We invest in employee education, trainingCHARITABLE ENGAGEMENT
VICI Volunteers. Our VICI Volunteers team, led by and development by conducting regular training programs to educatecomprised of employees with an executive sponsor, guides our company’s community service engagement, corporate giving and advance our employees’ understanding of concepts relevant to our business, as well as with respect to issues such as diversity and harassment and other matters outlined in our Code of Business Conduct.related initiatives. In addition, through2022, the leadershipwork of our Diversity and Inclusion Task Force, we have begun to implement additional training in 2021 forVICI Volunteers coupled with the individual charitable engagement of our employees with respect toincluded the relevant topics, including implicit and unconscious bias, inclusion, professional development. We facilitate and provide financial support for our employees to visit the various properties in our portfolio as well as to attend site visits for due diligence purposes. These opportunities broaden our employees’ understanding of our business and enhance relationships among our offices and with our tenants. In addition, we encourage our employees to pursue professional development through external education and certifications through a broadly applicable and flexible tuition reimbursement policy.
Employee Benefits. We offer a comprehensive, industry-standard employee benefits package, including a 401(k) plan, medical, dental and vision insurance, disability insurance, life insurance, paid maternity/paternity leave for birth and foster/adoption placements and access to an employee assistance program. In response to feedback from our 2019 employee engagement survey, we enhanced existing benefits to be responsive to our employee feedback, and continue to explore additional opportunities to meaningfully enhance employee benefits.
Reporting. Our confidential and secure, third-party monitored online and telephonic reporting structure enables our employees to report, among other things, any issues with discrimination or other matters that impact the quality of our workplaces. We facilitate and encourage open communication from our employees directly and through our employee assessment process and employee engagement surveys, including in coordination with the Great Place To Work® Institute.
Regulatory Compliance and Responsible Gaming. Our business is subject to extensive regulation as an owner of gaming-entitled and gaming-related assets. We view comprehensive and responsive engagement with our regulators as a critical part of our governance and corporate social responsibility efforts. We are currently subject to regulation by 12 jurisdictions and required to be licensed or found suitable in nine jurisdictions. We maintain a comprehensive regulatory compliance program through our internal legal and regulatory team overseen by our Audit Committee and our Board of Directors. Each director and officer required to be licensed in the applicable jurisdictions are licensed or pending licensure by all applicable gaming regulatory agencies. In addition, we support our tenants in their compliance with applicable regulatory requirements by cooperating with applicable gaming regulatory authorities in connection with regulatory jurisdiction over our tenants and their affiliates, including the provision of such documents and other information as may be requested by such gaming regulatory authorities relating to our tenants, us, or our respective affiliates.
Accolades.below initiatives:
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Background. Our Corporate Governance Guidelines provide that a majority of our directors serving on our Board of Directors must be independent as required by the listing standards of the NYSE.
Independence Determinations Made by our Board of Directors. We define “independent director” by reference to the rules, regulations and listing qualifications of the NYSE. In general, a director is deemed independent if the director has no relationship to us that may interfere with the exercise of the director’s independence from management and our Company. Our Board of Directors, after broadly considering all relevant facts and circumstances regarding the past and current relationships, if any, of each director with the Company, has affirmatively determined that all of the Company’s non-employee directors, Messrs. Abrahamson, Macnab and Rumbolz and Mses. Cantor, Douglas and Holland are independent directors. In addition, the Board of Directors previously determined that Mr. Hausler, who resigned from the Board on February 13, 2020, was independent prior to his resignation. In making these determinations, the Board of Directors reviewed the non-employee directors’ relationships, if any, with us, and determined that there are no material relationships that would interfere with the exercise of such directors’ independence from management and our Company.
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•Year-End Donation Drives. In 2022, we hosted a toy drive with contributions going to The Child Center of NY, a Queens, NY-based nonprofit with the mission of strengthening children and families with skills, opportunities, and emotional support to build healthy, successful lives, as well as professional clothing drives for The Bowery Mission and Dress For Success. Each drive was also supported by a meaningful corporate donation. | ||||||
•In-Person Engagement. In 2022, we returned to hosting in-person volunteer events for our employees. In October 2022, 15 members of our team participated in a Habitat for Humanity Build Day, helping to renovate a residential property in Jackson Heights, Queens in support of Habitat for Humanity’s mission. |
•Nareit DDEI Giving Campaign. We, as a Founding Donor, are proud to support Nareit’s Dividends Through Diversity, Equity & Inclusion Giving Campaign, which supports charitable and educational organizations and initiatives that will help create a more diverse, equitable, and inclusive REIT and publicly traded real estate industry. | ||||
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•NYSE Global Giving Campaign. Through NYSE’s 99th Annual Tree Lighting dedicated to a theme of global giving, we highlighted Project by Project, an organization whose mission is to uplift and enrich the Asian American community by creating a safe and encouraging environment and to support their partner organizations in spreading awareness and demonstrating change. | ||||
•Golf Course Community Engagement. Our golf courses engage in local community outreach and service, including fundraising and golf round donations for local fundraising efforts, as well as charity fundraising events hosted at their facilities in support of local organizations.
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Annual Board and Committee Evaluation Process
Board and Committee evaluations play a critical role in ensuring the effective functioning of our Board of Directors. It is important to take stock of Board, Committee and director performance and to solicit and act upon feedback received from each member of our Board of Directors. To this end, the Board of Directors and each committee annually conduct a comprehensive self-evaluation process. Noted below are the high-level steps of the Board of Directors and committee self-evaluation process.
2022 Charitable Impact | ||||||
As an organization of only 23 employees (including five new hires who joined the Company in 2022), we are proud of our charitable impact and are committed to continuing our in-person volunteer efforts and financial support of these and other charitable organizations. In 2022, we: | ||||||
• Volunteered more than 80 hours at our Habitat for Humanity Build Day in October 2022 | ||||||
• Directly contributed a total of nearly $150,000 to charitable organizations, including: | ||||||
○$50,000 to support Diversity, Equity and Inclusion related causes | ||||||
○ More than $35,000 to organizations to which our employees are personally committed | ||||||
○ More than $22,000 of matched employee donations through our matching program | ||||||
○$20,000 to other organizations we have consistently supported over multiple years | ||||||
• Gifted more than $34,000 of in-kind value in golf course rounds to more than 75 local charities |
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Director Candidate Qualification and Selection Process
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CORPORATE GOVERNANCE MATTERS |
Director Expectations. Directors are expected to prepare for, attend regularly and participate actively and constructively at meetings of theHUMAN CAPITAL MANAGEMENT
Our Board of Directors, through our Compensation Committee and its committees. Directors are expected to review the material that is distributed in advance of any Board of Directors or committee meeting. The Board of Directors will consider other commitments, including board service, in assessing each director’s and potential candidate’s ability to serve on the Board of Directors and fulfill his or her responsibilities. Each director is expected to notify the Board of Directors chair and the chair of the Nominating and Governance Committee, in advancehas oversight of accepting an invitation to serve as a member of another public company board of directors.
Diversity Recruiting Strategy. We endeavor to have a Board of Directors that represents diverse backgrounds, experiences, expertise, perspective, age, gender, ethnicity, skills and contacts, and a range of tenures that are appropriate given the Company’s current and anticipated circumstances and that, collectively, enable the Board of Directors to perform its oversight function effectively. While we believe we have assembled a highly qualified board, supported by third party recognition of their collective qualifications, we continue to monitor the broad pool of potential directors for those candidates who would augment our existing composition and further our commitment to boardall human capital management, including corporate culture, diversity and excellence.
Board Retirementinclusion, talent acquisition, retention, employee satisfaction, engagement and Refreshment. Our Board of Directors believessuccession planning. The most significant human capital measures and objectives that it iswe focus on in managing our business and our related human capital initiatives include the best interests of the Company and its stockholders to refresh board membership when appropriate, but not to constrain the Board with a mandatory retirement age that does not take individual circumstances into consideration, including a director’s unique qualifications, contributions, skills or relationships. Accordingly, a director who has turned 75, or who will turn 75 prior to the next annual meeting of stockholders, will be expected to offer their resignation to the Nominating and Governance Committee at least 6 months prior to the next annual meeting of stockholders. The presumption would be that the offer would be accepted and that the director would not be nominated for re-election at the next annual meeting. However, the Board of Directors reserves the right, based on the recommendation of the Nominating and Governance Committee, to nominate such director for re-election if it believes, under the circumstances, that such director is likely to continue to make important contributions to the Board of Directors, and that such director’s continued service on the Board of Directors is in the best interests of the Company and its stockholders. Although we do not have term limits or a mandatory retirement age for our directors, our Board of Directors remains committed to periodic board refreshment. Consistent with this belief, we have appointed three new directors since our formation in 2017, all of whom are female, and one of whom is also racially diverse.
Other Considerations. The Nominating and Governance Committee will consider the optimal size and composition of the Board of Directors and identify and screen candidates qualified to serve on the Board of Directors, consistent with the criteria approved by the Board of Directors, including considering suggestions for Board of Directors membership submitted by stockholders in accordance with the notice provisions and procedures set forth in the Company’s bylaws.
After completing the identification and evaluation process described above, the Nominating and Governance Committee will recommend to the Board of Directors the nomination of a number of candidates equal to the number of director vacancies that will exist at the annual meeting of stockholders. The Board of Directors will then select the director nominees for stockholders to consider and vote upon at the annual meeting of stockholders.
Stockholder Recommendations for Board Nominations. Our Nominating and Governance Committee considers properly submitted stockholder recommendations for candidates for membership on our Board of Directors complying with procedural requirements that may be communicated to stockholders from time to time. The recommendation should be addressed to the Secretary, VICI Properties Inc., 535 Madison Avenue, 20th Floor, New York, New York 10022.
Leadership Structure of our Board of Directorsfollowing:
At the present time, the Board of Directors believes that a structure that separates the roles of chair and Chief Executive Officer is appropriate and that the chair should serve in an independent, non-executive role. However, the Board of Directors reserves the right to determine the appropriate leadership structure for the Board of Directors on a case-by-case basis, taking into account at any particular time the Board of Directors’ assessment of its and the Company’s needs, as well as the people and situation involved. The Board of Directors believes that having an independent director serve as the chair is the appropriate leadership structure for our Company at this time because it allows our Chief Executive Officer to focus on executing our Company’s strategic plan and managing our operations and performance, while allowing the chair to focus on the effectiveness of the Board and provide independent oversight of our senior management team. As a result of the current separation between the roles of chair of the Board of Directors and Chief Executive Officer (where the current chair is an independent director) and the composition of our Board of Directors, the Board of Directors has determined that no lead independent director is necessary at this time. In the event that the chair of our Board of Directors is no longer independent, we expect that our Board of Directors would appoint a lead independent director and further delineate their role and responsibilities in such capacity.
 | Culture and Engagement | • Conduct annual employee satisfaction surveys through the Great Place to Work Institute™, by which we were certified as a Great Place to Work™ for the fourth year in a row, and provide for additional feedback opportunities periodically • Established the Management Committee in the first half of 2022 to broaden employee engagement and participation in assisting executive leadership to guide VICI’s operations and strategic direction • Our employees lead key company initiatives on a voluntary basis, including VICI Volunteers and the Diversity and Inclusion Task Force | ||
 | Training, Education and | • Host employee trainings related to a broad variety of topic areas to educate and advance our employees’ understanding of concepts relevant to our business, such as professional development, diversity, equity and inclusion, anti-harassment and other matters outlined in our corporate policies • Provide educational opportunities for our employees to learn more about business strategy, real estate and related sectors, financial and accounting matters, as well as opportunities to enhance relationships by participating in property exploration, due diligence, and asset management trips to engage directly with tenants and potential counterparties • Sponsor “lunch-and-learn” sessions periodically to bring in subject matter experts on topics of importance to our business, such as experiential real estate development and the social and regulatory history of gaming in the United States • Encourage employees to pursue professional development supported by our expanded professional development program to encourage self-selected opportunities through a reimbursement benefit | ||
 | Compensation and Benefits | • Provide a comprehensive employee benefits package, including a 401(k) plan, medical, dental and vision insurance, disability insurance, life insurance, paid parental leave for birth and foster/adoption placements and access to an employee assistance program, which provides, among other things, counseling, mental health and wellness and other support services • Implemented enhanced inclusive benefits for our corporate team in January 2022, including a parenthood pursuit program, an expanded paid parental leave program from six to sixteen weeks, enhancements to our unlimited paid time-off policy, and supplemental individual disability insurance • Seek to provide additional unique benefits, such as the charitable engagement benefit through Groundswell described above and our Portfolio Experience benefit, which provides employees with an annual reimbursement to stay at any VICI-owned property and experience the hospitality and entertainment experiences provided by our tenants • Continue to evaluate potential benefits enhancements, including through our annual employee engagement survey and the efforts of our Diversity and Inclusion Task Force | ||
 | Health, Safety and Wellness | • Adjusted our operations in response to COVID-19 developments, including implementation of a flexible, remote-working policy for our corporate team and increased virtual engagement • Providing employees with additional resources and support to maximize work-from-home efficiency, as well as programs and opportunities to continue to build relationships virtually | ||
 | Diversity, Equity and Inclusion | • Empowering our Diversity and Inclusion Task Force to lead the strategy and implementation of our diversity, equity and inclusion-related initiatives, which meets periodically to review recent developments and progress, explore potential additional initiatives and chart next steps • Commitment to creating and maintaining an inclusive environment in which all employees have the opportunity to participate and contribute to the success of the business and are valued for their skills, experience, and unique perspectives | ||
 | Reporting and Oversight | • Our confidential and secure, third-party monitored online and telephonic whistleblower reporting structure enables our employees to report, among other things, any issues with discrimination or other matters that impact the quality of our workplaces • In addition to the Board’s general oversight, our Compensation Committee oversees our human capital management programs, including those relating to compensation practices, benefits, and recruitment and retention, and our Nominating and Governance Committee maintains oversight of our diversity, equity and inclusion initiatives. Management reports to the Board and each committee periodically, including on a quarterly basis with respect to our social responsibility initiatives, including human capital management and diversity, equity and inclusion programs | ||
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Board Committees and MeetingsDirector Independence
INDEPENDENCE DETERMINATIONS MADEBYOUR BOARDOF DIRECTORS
| Our Corporate Governance Guidelines provide that a majority of our directors serving on our Board of Directors must be independent as required by the listing standards of the NYSE. We define “independent director” by reference to the rules, regulations and listing qualifications of the NYSE. In general, a director is deemed independent if the director has no material relationships with our Company. Our Board of Directors, after broadly considering all relevant facts and circumstances, including with respect to (i) the past and current relationships, if any, of each director with the Company and (ii) the commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships of each director, has affirmatively determined that all of the Company’s non-employee directors, Messrs. Abrahamson, Macnab and Rumbolz and Mses. Cantor, Douglas and Holland are independent directors. In making these determinations, the Board of Directors reviewed the non-employee directors’ relationships, if any, with us, as well as the additional criteria set forth above, and determined that there are no material relationships with our Company. |  |
Board and Committee Structure and Meetings
BOARD COMMITTEE STRUCTUREAND MEMBERSHIP
Our Board of Directors has three standing committees: the Audit Committee; the Compensation Committee; and the Nominating and Governance Committee. Our committees are composed entirely of independent directors as defined under the rules, regulations and listing qualifications of the NYSE. From time to time, our Board of Directors may also create additional committees for such purposes as our Board of Directors may determine.
The table below provides information with respect to membership informationand meetings held for the Board and each of the Board committees as of the date of this Proxy Statement:
Director | Audit Committee | Compensation Committee | Nominating and Governance Committee | Board of Directors | Audit Committee | Compensation Committee | Nominating and Governance Committee | |||||||
James R. Abrahamson(1) | — | — | — |
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Diana F. Cantor* |
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Monica H. Douglas |
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Elizabeth I. Holland* |
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Craig Macnab* |
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Edward B. Pitoniak(2) |
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Michael D. Rumbolz |
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Number of Meetings Held in 2020 | 5 | 5 | 4 | |||||||||||
Number of Meetings Held in 2022 | 11 | 4 | 5 | 4 | ||||||||||
Board/Committee Chair 
Board/Committee Member
| (1) | Mr. Abrahamson serves as our independent Chair of the Board of Directors. Whenever possible, he actively participates, but does not vote, in meetings of the committees of the Board of Directors. |
| (2) | Mr. Pitoniak also serves as our Chief Executive Officer. |
| * | Audit committee financial expert |
LEADERSHIP STRUCTUREOF OUR BOARDOF DIRECTORS
At the present time, the Board of Directors believes that a structure that separates the roles of Chair and Chief Executive Officer is most appropriate for the Company and that the Chair should serve in an independent, non-executive role. However, the Board of Directors reserves the right to determine the appropriate leadership structure for the Board of Directors on a case-by-case basis, taking into account at any particular time the Board of Directors’ assessment of its and the Company’s needs, as well as the people and situation involved. If in the future the Board of Directors, after considering relevant facts and circumstances at that time, appoints the Chief Executive Officer as Chair, we will promptly publicly disclose the appointment. The Board of Directors believes that having an independent director serve as the Chair is the appropriate leadership structure for our Company at this time because it allows our Chief Executive Officer to focus on executing our Company’s strategic plan and managing our operations and performance, while allowing the Chair to focus on the effectiveness of the Board and provide independent oversight of our senior management team. The Chair typically serves as chair of our annual meeting of stockholders
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and has the power to call special meetings of stockholders. The Chair also has the power to call meetings of the Board of Directors and act as chair of such meetings. In addition to engaging with stockholders as chair of the annual meeting of stockholders, the Chair may also participate in informal meetings with stockholders. The Chair regularly engages with the Chief Executive Officer, chairs of committees of the Board of Directors, and other members of the Board of Directors regarding issues related to the structure of the Board of Directors. As a result of the current separation between the roles of Chair of the Board of Directors and Chief Executive Officer (where the current Chair is an independent director) and the composition of our Board of Directors, the Board of Directors has determined that no lead independent director is necessary at this time. In the event that the Chair of our Board of Directors is no longer independent, we expect that our Board of Directors would appoint a lead independent director and further delineate their role and responsibilities in such capacity.
DIRECTOR ATTENDANCEAT MEETINGSOFTHE BOARD, CANDITSOMMITTEE COMMITTEESAND ANNUAL STOCKHOLDERMEETINGSOF STOCKHOLDERS
During 2020,
All seven of our directors serving on the Board attended the 2022 Annual Meeting of Directors held ten (10) meetings.Stockholders. In addition to the Board and Committee meetings set forth above, our Board of Directors and its committees acted by written consent from time to time as appropriate. Our directors are also frequently consulted by management for advice and counsel and to receive informational updates, including in connection with the COVID-19 pandemic,potential transactions and strategic initiatives or important developments with respect to key topics between formal meetings of our Board of Directors or any of its committees. For 2020,2022, all directors attended at least 75% of the aggregate of (i) the total number of meetings of the Board of Directors, (held during the period for which he or she has been a director), and (ii) the total number of meetings held by all committees of the Board of Directors on which he or sheeach individual serves (during the periods that he or shesuch individual served).
Our Corporate Governance Guidelines provide that, absent exigent circumstances, all directors are expected to attend the Company’s annual meetings of stockholders. All seven
COMMITTEE MEETING ATTENDANCE
With respect to Committee meetings, all of our independent directors attendedare invited, but not obligated, to attend and actively participate in meetings of committees of which they are not a member. Independent directors that are not members of a committee and attend and participate in meetings of such committee may not vote on any matter presented to such committee. The Board has found that this practice encourages greater communication and participation among members of the 2020 annualBoard, resulting in greater alignment and efficiency with respect to Committee decision-making processes and reducing the time needed for Committee-level briefings and updates among the applicable non-committee members of the Board.
EXECUTIVE SESSIONSOF NON-MANAGEMENT DIRECTORS
Pursuant to our Corporate Governance Guidelines and the NYSE listing standards, in order to promote open discussion among non-management directors, the non-management directors regularly meet in executive session without management participation. The executive sessions occur after each regularly scheduled meeting of stockholders.the entire Board of Directors and at such other times that the non-management directors deem necessary or appropriate. The Chair of the Board of Directors, or, in the absence of a chair of the Board of Directors, the Chair of the Nominating and Governance Committee shall preside at such sessions; in the absence of such committee chair, the non-management directors present will elect another committee chair to preside at such session. If the group of non-management directors includes any directors who are not “independent” (as such term is defined from time to time under the listing standards of the NYSE), an executive session of the independent directors shall be scheduled at least once per year. Currently, all of our non-management directors are independent.
Committee Responsibilities
AUDIT COMMITTEE
The Audit Committee monitors (i) the integrity of our financial statements and financial reporting processes, (ii) our compliance with legal and regulatory requirements, (iii) our continued qualification as a REIT, (iv) the performance of our internal audit function, as well as of our independent auditors and (v)(iv) the qualifications, independence and performance of our independent auditor.auditor, (v) our continued qualification as a REIT, (vi) our enterprise risk assessment and management programs and (vii) our cybersecurity and information technology risk exposures. The Audit Committee selects, assists and meets with the independent auditor, oversees each annual audit and quarterly review, establishes and maintains our internal audit controls and prepares the report that Federal securities laws require be included in our annual proxy statement. In addition, the Audit Committee is responsible for reviewing and assessing our policies and procedures related to our compliance with applicable gaming regulations. The duties and responsibilities of our Audit
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Committee are more fully described in our Audit Committee Charter, which is available under the “Investors” tab ofon the Company’s website at www.viciproperties.com, under the heading “Corporate Responsibility—Governance—Governance Documents”.
Our Board of Directors has determined that all members of our Audit Committee qualify as an “audit committee financial expert” as defined in Item 407(d)(5) of SEC Regulation S-K, and that each of them is “independent” as such term is defined by the applicable rules of the SEC and NYSE listing standards applicable to boards of directors generally and audit committees in particular.
COMPENSATION COMMITTEE
The Compensation Committee (i) reviews and approves the compensation and benefits of our executive officers,non-executive employees and directors, (ii) administers and makes recommendations to our Board of Directors regarding approval of our incentive compensation and equity-based plans, (iii) produces an annual report on executive compensation for inclusion in our annual report or proxy statement, and (iv) publishes an annual
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committee report for our stockholders.stockholders, (v) periodically reviews our general employee compensation philosophy to ensure it is appropriate and does not incent unnecessary risk-taking and (vi) periodically reviews our human capital management programs, including those relating to employee compensation practices, employee benefits, and employee recruitment and retention. The duties and responsibilities of our Compensation Committee are more fully described in our Compensation Committee Charter, which is available under the “Investors” tab ofon the Company’s website at www.viciproperties.com, under the heading “Corporate Responsibility—Governance—Governance Documents”.
The Compensation Committee may obtain advice from external or internal compensation consultants, legal, accounting or other advisors. The Compensation Committee has the sole authority and appropriate funding from the Company to select, approve, retain, terminate and oversee outside consultants, experts and legal, accounting and other advisors as it deems appropriate to assist it in the performance of its responsibilities. The Compensation Committee also has the sole authority to determine the terms of the engagement and the compensation of any such advisors. The Compensation Committee considers the independence of any compensation consultant or advisor retained or to be retained by it, including any independence factors it is required to consider by the NYSE, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the rules and regulations promulgated by the SEC thereunder, or other applicable laws and regulations.
Our Board has determined that each of the members of the Compensation Committee is “independent” as defined by our Corporate Governance Guidelines and the NYSE listing standards applicable to boards of directors generally and compensation committees in particular.
NOMINATINGAND GOVERNANCE COMMITTEE
The Nominating and Governance Committee (i) establishes criteria for prospective members of our Board of Directors, conducts candidate searches and interviews, and formally proposes the slate of directors to be elected at each annual meeting of our stockholders, (ii) develops and recommends to our Board of Directors for approval our Corporate Governance Guidelines, our Code of Business Conduct and our policies with respect to conflicts of interest, (iii) reviews periodically our corporate governance documents and makes recommendations, as appropriate, to the Board of Directors of amendments and modifications, (iv) makes recommendations to the Board of Directors as to the membership of committees of the Board of Directors, including a chair for each committee, (v) oversees and evaluates our Board of Directors and management, (vi) evaluates from time to time the appropriate size and composition of our Board of Directors and committees and recommends, as appropriate, increases, decreases and changes in the composition of our Board of Directors and such committees, (vii) monitors our compliance with the corporate governance requirements of state and Federal law and (viii) reviews our community, environmental and social responsibility policies, goals and initiatives, including with respect to environmental sustainability and diversity and inclusion, and makes recommendations, as appropriate, to the Board of Directors based on such review. The duties and responsibilities of our Nominating and Governance Committee are more fully described in our Nominating and Governance Committee Charter, which is available under the “Investors” tab ofon the Company’s website at www.viciproperties.com, under the heading “Corporate Responsibility—Governance—Governance Documents”.
Our Board has determined that each of the members of the Nominating and Governance Committee is “independent” as defined by our Corporate Governance Guidelines and the NYSE listing standards.
Board Governance and Effectiveness
| Our Board believes that improving its effectiveness is an ongoing process that requires thoughtful planning and selection, effective engagement, thorough self-evaluation, and implementation of effective policies to advance the Board’s function. Our Board continues to evolve and adapt in order to drive the Company’s strategic direction. This ongoing process is outlined to the right and described in more detail below. |  |
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DIRECTOR CANDIDATE QUALIFICATIONAND SELECTION PROCESS
Director Selection Process. Our Nominating and Governance Committee is responsible for recommending director candidates and nominees to the full Board of Directors, in collaboration with the Chair of the Board of Directors. The Nominating and Governance Committee seeks to identify potential candidates on an ongoing basis, with the goal of identifying and informally approaching possible director candidates in advance of actual need, based on input provided by a number of sources, including (i) incumbent members of the Board of Directors, (ii) officers and employees of the Company, (iii) stockholders of the Company and (iv) other corporate governance and industry participants, such as the NYSE Board Advisory Council. As part of the candidate identification process, the Nominating and Governance Committee evaluates the skills, experience and diversity of the current Board of Directors, and whether there are additional skills, experience or diversity that should be added to complement the composition of the existing Board of Directors. The Nominating and Governance Committee will also take into account whether existing directors have indicated a willingness to continue to serve as directors if re-nominated. The Board of Directors shall itself determine in each case the manner by which an invitation to join the Board of the Directors shall be extended to director nominees, other than those nominated directly by the Company’s stockholders. Once director candidates have been identified, the Nominating and Governance Committee will then evaluate each candidate in light of his or her qualifications and credentials, and any additional factors that the Nominating and Governance Committee deems necessary or appropriate. Existing directors who are being considered for re-nomination will be re-evaluated as part of the Nominating and Governance Committee’s process of recommending director candidates. Director Qualifications. Our Corporate Governance Guidelines contain the membership criteria for our Board of Directors. Directors should have: (i) integrity, strength of character, vision, imagination and loyalty to the Company and its stockholders, (ii) independent, practical and mature judgment, with the ability to evaluate and appraise objectively the Company’s strategies and financial position and possess the necessary governance experience and relevant skills to fulfill the role of fiduciary oversight, (iii) substantial business experience and strong financial acumen, with practical application to the Company’s needs, (iv) the willingness and ability to make a significant commitment of time and attention to the Board of Directors’ processes and affairs, including meetings and preparation, (v) the ability to work with fellow directors as members of a collegial group, without necessarily always agreeing with them, and the ability to provide guidance, relevant insights and support to the Company’s Chief Executive Officer and senior management team, (vi) an absence of conflicts of interest that would interfere with Board of Director service, (vii) the ability to secure relevant licenses required, and (viii) a commitment to having a meaningful, long-term equity ownership stake in the Company in compliance with the director stock ownership guidelines adopted by the Board of Directors. |  |
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Director Expectations. Directors are expected to prepare for, attend regularly and participate actively and constructively at meetings of the Board of Directors and its committees. Directors are expected to review the material that is distributed in advance of any Board of Directors or committee meeting. The Board of Directors will consider other commitments, including board service, in assessing each director’s and potential candidate’s ability to serve on the Board of Directors and fulfill his or her responsibilities. Each director is expected to notify the Board of Directors Chair and the Chair of the Nominating and Governance Committee in advance of accepting an invitation to serve as a member of another public company board of directors.
Diversity Recruiting Strategy. We endeavor to have a Board of Directors that represents diverse backgrounds, experiences, expertise, perspective, age, gender, ethnicity, skills and contacts, and a range of tenures that are appropriate given the Company’s current and anticipated circumstances and that, collectively, enable the Board of Directors to perform its oversight function effectively. While we believe we have assembled a highly qualified board, supported by third party recognition of their collective qualifications, we continue to monitor the broad pool of potential directors for those candidates who would augment our existing composition and further our commitment to board diversity and excellence.
Other Considerations. The Nominating and Governance Committee will consider the optimal size and composition of the Board of Directors and identify and screen candidates qualified to serve on the Board of Directors, consistent with the criteria approved by the Board of Directors, including considering suggestions for Board of Directors membership submitted by stockholders in accordance with the notice provisions and procedures set forth in the Company’s bylaws.
After completing the identification and evaluation process described above, the Nominating and Governance Committee will recommend to the Board of Directors the nomination of a number of candidates equal to the number of director vacancies that will exist at the annual meeting of stockholders. The Board of Directors will then select the director nominees for stockholders to consider and vote upon at the annual meeting of stockholders.
Stockholder Recommendations for Board Nominations. Our Nominating and Governance Committee considers properly submitted stockholder recommendations for candidates for membership on our Board of Directors complying with procedural requirements that may be communicated to stockholders from time to time. The recommendation should be addressed to the Secretary, VICI Properties Inc., 535 Madison Avenue, 20th Floor, New York, New York 10022.
DIRECTOR ONBOARDING, EDUCATIONAND ENGAGEMENT
Orientation and Onboarding. We provide each new director with a comprehensive set of materials, including our organizational structure, corporate policies and procedures, and additional information on gaming regulatory compliance and other areas pertinent to our operations. We also encourage meaningful in-person engagement with members of the management team and other members of the Board to provide a new director with the opportunity to enhance their familiarity with our business and strategy.
Director Education. Our Director Continuing Education Principles set forth our guiding principles with respect to ensuring that the stockholders of the Company are best served by a board of directors comprised of individuals who thoroughly comprehend the role and responsibilities of, and maintain the core competencies necessary for, an effective Board in its oversight of the Company and its ability to drive long-term corporate success. To that end, all members of the Board are encouraged to: engage in such director education programs as they deem appropriate (given their individual backgrounds); remain informed of emerging issues and trends relevant to board governance, service and practices; monitor developments in the industries relevant to the Company, and pursue experience relevant to their contribution to the Board generally, as well as their responsibilities through their specific assignments to committees of the Board. We have provided our directors with access to educational resources through our membership in a national director membership organization, although directors are encouraged to exercise independent judgement regarding the continuing education opportunities that they elect to pursue. We reimburse directors for the costs of attending and/or engaging in director education programs.
Individual Discussions. Throughout the year and as circumstances warrant, our management team engages with directors individually and in small groups with respect to key emerging issues, areas of focus identified by the director, or areas of director expertise as appropriate in running our business. Each of our directors possesses relevant experience in key areas related to our business, including the entertainment, lodging and hospitality sectors, gaming and regulatory engagement, real estate management and development, or international investments and operations, pursuant to which we periodically seek their experience and insight outside of our scheduled meeting calendar.
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ANNUAL BOARD, COMMITTEEAND DIRECTOR EVALUATION PROCESS
Board, committee and individual director evaluations play a critical role in ensuring the effective functioning of our Board of Directors. It is important to take stock of Board, committee and individual director performance and to solicit and act upon feedback received from each member of our Board of Directors. To this end, the Board of Directors, each committee and each director annually conduct a comprehensive self-evaluation process. As contemplated by our Corporate Governance Guidelines, the Nominating and Governance Committee engaged an independent evaluator to facilitate the annual Board, committee and individual director evaluation process in 2022. As a result, in lieu of the evaluation process described in previous proxy statements (which the Board expects to utilize in future evaluations not facilitated by an external evaluator), our Board engaged in the following evaluation process:
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DIRECTOR RETIREMENTAND REFRESHMENT
Our Board of Directors believes that it is in the best interests of the Company and its stockholders to refresh board membership when appropriate, but not to constrain the Board with a mandatory retirement age that does not take individual circumstances into consideration, including a director’s unique qualifications, contributions, skills or relationships. Accordingly, a director who has turned 75, or who will turn 75 prior to the next annual meeting of stockholders, will be expected to offer their resignation to the Nominating and Governance Committee at least 6 months prior to the next annual meeting of stockholders to be effective at such annual meeting. The presumption would be that the offer would be accepted and that the director would not be nominated for re-election at the next annual meeting. However, the Board of Directors reserves the right, based on the recommendation of the Nominating and Governance Committee, to nominate such director for re-election if it believes, under the circumstances, that such director is likely to continue to make important contributions to the Board of Directors, and that such director’s continued service on the Board of Directors is in the best interests of the Company and its stockholders. Although we do not have term limits or a mandatory retirement age for our directors, our Board of Directors remains committed to periodic board refreshment. Consistent with this belief, we have appointed three new directors since our formation in 2017, all of whom are female, and one of whom is also racially diverse. In April 2021, our Board of Directors determined to refresh its committee membership by nominating a new chair of the Nominating and Governance Committee and rotating certain existing committee roles among the directors.
Risk Oversight
THE BOARD OF DIRECTORS
The Board of Directors has overall responsibility for risk oversight, including, as part of regular Board of Director and committee meetings, general oversight of executive leadership’s management of risks relevant to the Company, which is informed by regular reports from our management team that are designed to provide visibility into our key risks and our risk mitigation strategies. In this regard, the Board of Directors seeks to identify, understand, analyze and oversee critical business risks. | ||||
| Board Responsibilities |
• Overall responsibility for risk oversight | • Leadership of management succession planning | • Oversight of Enterprise Risk Management matters | ||||||
• Development of business strategy | • Business conduct and regulatory compliance oversight | • Board committees report on specific risk oversight responsibilities | ||||||
While the full Board of Directors has primary responsibility for risk oversight, its committees, as appropriate, monitor and address risks that may be within the scope of a particular committee’s expertise or charter. Our Board of Directors uses the committees to assist in risk oversight as follows: | ||||||||
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AUDIT COMMITTEE
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COMPENSATION COMMITTEE
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NOMINATING AND GOVERNANCE COMMITTEE
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The Audit Committee’s responsibilities include, among others, oversight relating to the integrity of our financial statements and financial reporting process; compliance with legal and regulatory requirements; the performance of our internal audit function; evaluation of the independence of our independent auditors; our Enterprise Risk Management framework; and our policies regarding REIT compliance; our policies and transactions related to certain swaps and other derivatives
| The Compensation Committee’s responsibilities include, among others, oversight of risks related to the compensation of our executive officers, non-executive employees and directors; human capital management; our compensation practices and plans to ensure that such practices and plans are designed with an appropriate balance of risk and reward in relation to our overall business strategy and do not encourage excessive or unnecessary risk-taking behavior; and our stock ownership guidelines.
| The Nominating and Governance Committee’s responsibilities include, among others, oversight of the general operations of the Board of Directors; the Company’s compliance with our Corporate Governance Guidelines and applicable laws and regulations, including applicable rules of the NYSE; corporate governance-related risk, including review of our corporate governance policies and systems; and community,
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While the Board of Directors and its committees oversee risk management as part of an ongoing process, management is charged with identifying and managing risk (including through the implementation of appropriate risk management strategies). Management periodically reports to the Board of Directors and its committees, as appropriate, on the material risks to the Company, including any major strategic, operational, regulatory and external risks inherent in the Company’s business and the policies and procedures with respect to such risks. | ||||
KEY STRATEGY AND RISK OVERSIGHT AREAS | ||||||||||
• Business Strategy | • Lease Administration and Asset Management | • Consumer / Industry Changes | • Human Capital Management | |||||||
• Capital Allocation and Investments | • Regulatory and REIT / Tax Compliance | • Cybersecurity | • ESG / Sustainability | |||||||
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ENTERPRISE RISK MANAGEMENT ASSESSMENT
In connection with risk oversight, on an annual basis, in conjunction with our Audit Committee and Board of Directors and with the assistance of external advisors, management completes an Enterprise Risk Management (“ERM”) assessment designed to evaluate the spectrum of potential risks to our business and the realization of our strategic priorities. Our ERM framework is premised on actively monitoring the Company’s risk profile, ensuring the involvement of management, the Board of Directors and key employees in evaluating and addressing risk, and maintaining effective policies, controls, and procedures to manage risk and pursue our strategic priorities. On a quarterly basis, and more frequently as necessary, management reports to the Audit Committee and Board of Directors with an updated assessment of these identified risks, as well as any emerging risks.
| Management is responsible for the implementation and effectiveness of our risk management policies and practices and monitors risks identified under the ERM framework and new and emerging risks throughout the year. |  | With the assistance of the Board of Directors and external advisors, management performs an annual enterprise risk assessment to reevaluate the spectrum of potential risks under our ERM framework. |  | Management reports to the Audit Committee and the Board of Directors on at least a quarterly basis with respect to a current assessment of existing and emerging risks, and on an annual basis with respect to the annual ERM reassessment. |
REGULATORY COMPLIANCEAND RESPONSIBLE GAMING
Our business is subject to extensive regulation as an owner of gaming-entitled and gaming-related assets. We view comprehensive and responsive engagement with our regulators as a critical part of our governance and corporate social responsibility efforts. We maintain a comprehensive regulatory compliance program through our internal legal and regulatory team overseen by our Audit Committee and our Board of Directors. Each director and officer required to be licensed in the applicable jurisdictions are licensed or pending licensure by all applicable gaming regulatory agencies. In addition, we support our tenants in their compliance with applicable regulatory requirements by cooperating with applicable gaming regulatory authorities in connection with regulatory jurisdiction over our tenants and their affiliates, including the provision of such documents and other information as may be requested by such gaming regulatory authorities relating to our tenants, us, or our respective affiliates. Each of our tenants, as the actual operators of our properties, maintains programs designed to ensure that their customers and guests | Gaming Regulatory Oversight We are currently subject to regulation by 16 jurisdictions (15 U.S. states and one Canadian province) and required to be licensed or found suitable in 11 jurisdictions. | |||
| are gambling responsibly. These programs generally include elements such as consumer education, employee training, and the establishment of standards to address problem gambling, underage gambling, responsible marketing and advertising, improper use of alcohol and the prevention of unattended minors, as well as other initiatives, such as combating human trafficking in the gaming industry, based on policies and guidelines promulgated by the American Gaming Association, including the Code of Conduct for Responsible Gaming and the Preventing and Combating Human Trafficking in the Gaming Industry guide. Each of our tenants, as licensed operators of gaming assets, have implemented Responsible Gaming initiatives designed to ensure, among other things, that patrons responsibly enjoy casino games as a form of entertainment. | ||||
INFORMATION TECHNOLOGYAND CYBERSECURITY OVERSIGHT
Approach We utilize a comprehensive, best practice-oriented strategy in managing our cybersecurity and information technology infrastructure, including “zero trust” security measures, external threat monitoring, access and authentication controls, incident response planning and testing of controls and procedures. |
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Management We utilize expert independent advisors, including a virtual Chief Information Security Officer and additional service providers, to manage IT troubleshooting and user experience. We are continuously engaging with these service providers and consultants to identify potential risks and proactively mitigate their potential impact. With the assistance of cybersecurity experts, we perform regular assessments, vulnerability tests, penetration testing and periodically conduct a cyber maturity assessment through our ERM framework, although our cybersecurity and information technology infrastructure has not been externally audited or certified in light of our information security risk profile, processes and infrastructure driven by the nature of our business. Training Our employees receive regular cybersecurity training on at least a quarterly basis to address a broad range of key and emerging issues, such as enterprise security, malware, data protection best practices, anti-phishing exercises, and updates with respect to other implemented information security measures. Reporting Our executive team meets on at least a quarterly basis to oversee our cybersecurity and IT framework. Cybersecurity and information technology is also an element of the Enterprise Risk Management assessment annually performed by management under the supervision of the Audit Committee and Board of Directors. Our management team updates the Audit Committee and Board of Directors at least twice a year with respect to key developments and updates relating to our cybersecurity infrastructure and the overall threat environment. | ||
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Stakeholder Engagement
| We actively engage our primary stakeholders through our annual stakeholder engagement program, as well as regular, informal communication as circumstances warrant. Our primary stakeholders include our stockholders, our employees, our tenants and borrowers, our lenders and noteholders, and our communities, including those in which our properties are located. Our engagement is tailored to each group, as applicable, and may include one-on-one communication, investor conferences, discussions relating to performance, business initiatives and contractual considerations, and further development of our ongoing partnerships. Stakeholders are also encouraged to engage with the Company directly through outreach to our finance and investor relations team, our legal department and our human resources team. | Annual Outreach In the first quarter of 2022, we reached out to investment and stewardship officers at more than 20 of our largest stockholders, representing holders of approximately 70% of our then outstanding shares of common stock. |
KEY STAKEHOLDER ENGAGEMENT PRINCIPLES
Our Stockholders |
• Ensure that we understand and consider the issues important to our investors • Maintain an ongoing dialogue as a critical component of responsive and transparent corporate governance • Regularly communicate on matters relating to our business, strategy and performance, corporate governance, board composition and structure, executive compensation program and corporate responsibility and sustainability initiatives • Develop strong relationships with significant stockholders that will allow us to understand issues that are most meaningful to them and provide insight into stockholder support of proposed initiatives and strategies • Relay stockholder feedback and trends on corporate governance, environmental sustainability, social responsibility, and executive compensation developments to our Board of Directors and its committees and respond accordingly The following graphic illustrates our annual cycle of stockholder outreach and engagement: |
Throughout the Year Actively engage with stockholders to provide transparency into our business, strategy and governance practices Determine which issues are important to our stockholders; share our views on those issues Identify emerging issues that may affect our strategies, governance, compensation practices or operations |
| Before Annual Meeting Request feedback on evolving trends from stockholders Discuss stockholder feedback with Board (including applicable committees) and consider responsive actions Solicit support for Board voting recommendations Monitor voting results |
| Annual Meeting of Stockholders Stockholders vote on issues such as election of directors, say-on-pay and auditor ratification Engage with stockholders in an open forum |
| After Annual Meeting Consider voting results and potential actions in response Review general governance trends and stockholder issues for upcoming year | ||||||
Our Employees: Team VICI |
• Acknowledge the importance of an active and engaged employee base to our growth and strategic success • Encourage frequent, collaborative communication and opportunities for engagement and individual and professional growth • Prioritize our employees’ health, safety and wellbeing, including mental health and wellness |
Our Partners: Tenants and Borrowers |
• Maintain regular communication to understand their financial performance, future growth plans and business strategies and priorities • Nurture collaborative relationships to constructively solve business issues and achieve goals • Seek to serve as a preferred financing partner to build upon and expand relationships, including through our Partner Property Growth Fund, which provides us with funding opportunities for our tenants’ significant redevelopment and improvement projects at our properties |
Our Lenders and Noteholders |
• Ensure that we understand and consider the issues important to our debt investors • Maintain an open dialogue regarding our business and transactional activity, including our strategic goals and financing needs • Develop strong relationships with significant lenders and noteholders that will allow us to understand issues that are most meaningful to them |
Our Communities |
• Demonstrate the importance of, and our support for, the communities in which we own properties • Build and strengthen relationships with community representatives, as opportunities arise |
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Executive Sessions of Non-Management DirectorsStockholder Rights
PROXY ACCESS
Pursuant
Our bylaws, as amended in December 2022, permit a stockholder (or a group of up to twenty (20) stockholders) owning 3% or more of our Corporate Governance Guidelines andoutstanding common stock continuously for at least three years to nominate the NYSE listing standards,greater of up to two directors or a number of directors constituting up to 20% of our Board of Directors for inclusion in order to promote open discussion among non-management directors, the non-management directors regularly meet in executive session without management participation. The executive sessions occur after each regularly scheduledour proxy materials for election at any annual meeting of the entirestockholders, subject to certain procedural, eligibility and disclosure requirements set forth in our bylaws. For more information on using proxy access to nominate directors, refer to “Others Matters—Proxy Access Director Nominations” on page 77 of this Proxy Statement.
STOCKHOLDER RIGHTS PLANS
Under our bylaws, the Board of Directors and at such other times thatshall not authorize or adopt any stockholder rights plan or similar plan or agreement without the non-management directors deem necessary or appropriate. The chairprior approval of the Board of Directors,Company’s stockholders, unless any such plan or agreement would be submitted to the Company’s stockholders to be ratified or, in the absence of a chairsuch stockholder approval or ratification, would expire within twelve months of the Board of Directors, the chair of the Nominating and Governance Committee shall preside at such sessions; in the absence of such committee chair, the non-management directors present will elect another committee chair to preside at such session. If the group of non-management directors includes any directors who are not “independent” (as such term is defined from time to time under the listing standards of the NYSE), an executive session of the independent directors shall be scheduled at least once per year. Currently, all of our non-management directors are independent.its adoption.
Communications with our Board of Directors
We have a process by which stockholders and/or other parties may communicate with our Board of Directors, our non-management directors as a group, any committee of the Board of Directors or any individual director by e-mail or regular mail. Any such communication may be made anonymously. All communications by e-mail should be sent to corporate.secretary@viciproperties.com. Communications sent by regular mail should be sent to Secretary, VICI Properties Inc., 535 Madison Avenue, 20th Floor, New York, New York 10022.
The Company’s Secretary will review each communication received in accordance with this process who will then forward such communications or a summary thereof to the appropriate directors. Any communication related to accounting, internal controls or auditing matters will be brought promptly to the attention of the chairChair of the Audit Committee.
Stakeholder Outreach and Engagement
Our key stakeholder groups consist of our stockholders, our employees, our tenants, as well as our local communities. We engage in conversations with each stakeholder group as appropriate and as circumstances warrant, including as set forth below.
OUR STOCKHOLDERS. On a regular basis throughout the year, management engages in conversations with our stockholders to ensure that management and the Board of Directors understand and consider the issues that are important to our investors. We regularly communicate with our investors on matters relating to our business, strategy and performance, corporate governance, board composition and structure, executive compensation program and corporate responsibility and sustainability initiatives. In addition, at the beginning of each year, we reach out to our top stockholders to maintain an open dialogue. In 2020, we contacted stewardship officers at 24 of our largest stockholders, representing approximately 75% of our total outstanding shares of common stock.
We believe that an ongoing dialogue with our stockholders is a critical component of responsive and transparent corporate governance. In developing our approach to stockholder engagement, our principal goal is to develop strong relationships with our significant stockholders that will allow us to understand those issues that are most meaningful to them, thereby giving us insight into stockholder support of any initiatives and strategies that we propose to implement in furtherance of our long-term growth, governance and corporate initiatives. We recognize that stockholders are the owners of the Company and we use every component of the engagement effort to provide stockholders with insight on our business and our thoughts on relevant issues, including the rationale for our corporate strategy.
The following graphic illustrates our annual cycle of stockholder outreach and engagement:
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OUR EMPLOYEES. We continuously engage with our employees, both at our corporate headquarters in New York and at each of our golf course locations, to address their health, safety and wellbeing and other concerns. On an annual basis, we conduct an organization-wide employee engagement survey through the Great Place To Work® Institute, as well as pulse surveys from time to time with respect to specific issues. For the 2020-2021 period, we were certified as a Great Place to Work® for the second year in a row.
OUR TENANTSAND BORROWERS. We are in regular communication with each of our tenants and borrowers with respect to their ongoing operations and any issues that may arise at our leased properties or in connection with our leases or loan agreements, as the case may be, including as a result of the ongoing impact of the COVID-19 pandemic, operational restrictions or considerations, and their financial performance in connection therewith.
OUR COMMUNITIES. We engage with our local communities, including those in which our properties are located, to address matters that arise from time to time with respect to specific issues. Through our community service and engagement efforts, we also seek to build and strengthen relationships with these communities. For example, we engaged with the local governments of McCracken County and Paducah, Kentucky throughout 2020 to facilitate our donation of certain land parcels related to the former Bluegrass Downs race track in Paducah, Kentucky, which ceased operations in 2019, for the use of the local community. Refer to “Environmental Sustainability and Social Responsibility—Social Responsibility—VICI Volunteers” for more information on our community service and engagement efforts.
Under our bylaws, the Board of Directors shall not authorize or adopt any stockholder rights plan or similar plan or agreement without the prior approval of the Company’s stockholders, unless any such plan or agreement would be submitted to the Company’s stockholders to be ratified or, in the absence of such stockholder approval or ratification, would expire within twelve months of its adoption.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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Related Party Transactions Policy
We recognize that related party transactions present a heightened risk of actual, potential or perceived conflicts of interest and have adopted a written policy regarding the review approval, and ratificationapproval of any related party transactions. Our Nominating and Governance Committee is responsible for the oversight and review approval and ratification of potential conflicts of interest in connection with “related person transactions” between us and any related person pursuant to the written related person transactionparty transactions policy adopted by our Board of Directors. Under SEC rules, a related person“related person” is an officer, director, nominee for director or beneficial holder of more than 5% of any class of our voting securities since the beginning of the last year or an immediate family member of any of the foregoing. In the course of its review and approval or ratification of a related personparty transaction, the Nominating and Governance Committee will consider:take into account the material facts of such transaction, including:
| • | whether the transaction is fair and reasonable to the Company; |
| • | whether the transaction was undertaken in the ordinary course of business of the Company; |
| • | whether the transaction was initiated by the Company, a subsidiary or the related party; |
| • | whether the transaction with the related party is proposed to be, or was, entered into on terms no less favorable to the Company than terms that could have been reached with an unrelated third party; |
| • | the purpose of, and the potential benefits to the Company of, the transaction; |
| • | the approximate dollar value of the amount involved in the transaction, particularly as it relates to the related party; |
| • | the related party’s interest in the transaction; |
| • | whether the transaction would impair the independence of a non-management director; and |
| • | whether the transaction may present an improper conflict of interest for the related party, taking into account the size of the transaction, the overall financial position of the related party, the direct or indirect nature of the related party’s interest in the transaction and the ongoing nature of any proposed relationship. |
The Nominating and Governance Committee reviews all relevant information available to it regarding a related party transaction and either approves or disapproves entry into such related party transaction. Pursuant to our policy, the Nominating and Governance Committee may approve a related party transaction only if they determine that the transaction is fair and reasonable tonot inconsistent with the Company;
whether the transaction was undertaken in the ordinary course of businessinterests of the Company;
whether the transaction was initiated by the Company a subsidiary or the related person;
whether the transaction with the related person is proposed to be, or was, entered into on terms no less favorable to the Company than terms that could have been reached with an unrelated third party;
the purpose of, and the potential benefits to the Company of, the transaction;its stockholders.
the approximate dollar value of the amount involved in the transaction, particularly as it relates to the related person;
the related person’s interest in the transaction;
whether the transaction would impair the independence of a non-management director; and
whether the transaction may present an improper conflict of interest for the related person, taking into account the size of the transaction, the overall financial position of the related person, the direct or indirect nature of the related person’s interest in the transaction and the ongoing nature of any proposed relationship.
Any member of the Nominating and Governance Committee who is a related personparty or the immediate family of a related personparty with respect to a transaction under review will not be permitted to vote on the approval or ratification of the transaction. However, such a director may be counted in determining the presence of a quorum at a meeting in which such transaction is considered.
INDEMNIFICATION AGREEMENTSAND INSURANCE
We have entered into an indemnification agreement with each of our directors and executive officers. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”) may be permitted to directors or executive officers, we have been informed that in the opinion of the SEC such indemnification is against public policy and is therefore unenforceable. We have purchased and maintain insurance on behalf of all of our directors and executive officers against liability asserted against or incurred by them in their official capacities, whether or not we are required to have the power to indemnify them against the same liability.
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Director Compensation Program
EachOur non-employee director compensation program remained the same for calendar years 2018 through 2021 (having been implemented in connection with our formation in late 2017). In early 2022, the Compensation Committee engaged its independent compensation consultant, Pay Governance LLC, to conduct a comprehensive review and assessment of the director compensation program to ensure that our non-employee director compensation program remains competitive and that its structure is generally consistent with “best practices”. Based upon this review and the recommendation of the independent compensation consultant, the Compensation Committee recommended, and our Board of Directors approved, certain changes to our director compensation program in April 2022. Following such increase in director compensation levels approved in April 2022, each of our non-employee directors receives the following compensation for their service on the Board of Directors, which compensation levels have remained unchanged since our formation in 2017.Directors.
Compensation Component | Amount | |||
| Annual Retainer | $
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| Additional Annual Retainers | ||||||
| Independent Chair of the Board Annual Retainer | $120,000 |
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| Audit Committee | Compensation Committee | Nominating and Governance Committee | ||||
| Committee Chair Annual Retainer | $40,000 | $25,000 | $20,000 | |||
| Committee Member Annual Retainer | $20,000 | $10,000 | $10,000 | |||
| Each director may elect, before the year in which such election is to be effective, whether to receive the additional annual retainers for Board and Committee service for that year in cash, equity or a combination thereof. In addition, our directors may elect to defer some or all of their compensation pursuant to a deferral plan, consistent with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended from time to time. | ||||||
| (1) | The portion of the annual retainer paid in restricted common stock is paid on an annual meeting-to-annual meeting basis in order to align with each director’s term of service. |
Director Compensation for 2020
2022
The following table summarizes all compensation for our non-employee directors for the fiscal year ended December 31, 2020.2022.
Name | Fees Earned or Paid in Cash | Stock Awards(1) | All Other Compensation | Total | Fees Earned or Paid in Cash | Stock Awards(1) | Total | |||||||||
James R. Abrahamson | $120,000 | $180,000 | $— | $300,000 | $150,371 | $226,799 | $377,170 | |||||||||
Diana F. Cantor | $137,500 | $135,000 | $— | $272,500 | $102,918 | $218,030 | $320,948 | |||||||||
Monica H. Douglas | $ 82,043 | $138,970 | $— | $221,013 | $100,758 | $181,000 | $281,758 | |||||||||
Eric L. Hausler(3) | $ 13,336 | $ 1,750 | $— | $ 15,086 | ||||||||||||
Elizabeth I. Holland | $120,000 | $135,000 | $— | $255,000 | $112,110 | $198,027 | $310,137 | |||||||||
Craig Macnab | $106,000 | $159,000 | $— | $265,000 | $101,945 | $213,192 | $315,137 | |||||||||
Michael D. Rumbolz | $ 99,647 | $149,470 | $— | $249,117 | $ 99,027 | $191,920 | $290,948 | |||||||||
| (1) | The amounts in the Stock Awards column reflect the aggregate grant fair value in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note |
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Set forth below is certain information regarding each of our current executive officers, other than Mr. Pitoniak, whose biographical information is presented under “Proposal“Proposal 1: Election of Directors—Director Nominees”Nominees”.
Name | Age | Position | ||||
Edward B. Pitoniak | Chief Executive Officer and Director | |||||
John W.R. Payne | President and Chief Operating Officer | |||||
David A. Kieske | Executive Vice President, Chief Financial Officer and Treasurer | |||||
Samantha S. Gallagher | Executive Vice President, General Counsel and Secretary | |||||
John W.R. Payne has been our presidentPresident and chief operating officerChief Operating Officer since October 6, 2017. Mr. Payne previously served as the chief executive officer of Caesars Entertainment Operating Company, Inc. (“CEOC”) (which filed for Chapter 11 bankruptcy in January 2015), a position he held since 2014. Mr. Payne has 21over 20 years of experience in the gaming and hospitality business. Prior to 2014, Mr. Payne served as President of Central Markets and Partnership Development of Caesars from 2013 to 2014, Caesars’ President of Enterprise Shared Services from 2012 to 2013, Caesars’ President of Central Division from 2007 to 2012 and Atlantic City Regional President in 2006. In 2005, Mr. Payne also served as Caesars’ Gulf Coast Regional President. Mr. Payne served as the Senior Vice President and General Manager of Harrah’s New Orleans from 2002 to 2005. Mr. Payne is a Board Member of the Audubon Institute, Council for a Better Louisiana and Crimestoppers of Greater New Orleans and the Business Council of New Orleans, as well as Chairman of the Board of The Idea Village.Orleans. Mr. Payne holds a Bachelor’s degree in Political Science from Duke University and a Master’s Degree in Business Administration from Northwestern University.
David A. Kieske has been our executive vice president, chief financial officerExecutive Vice President, Chief Financial Officer and treasurerTreasurer since January 1, 2018, and served as Special Advisor to the Chief Executive Officer from November 27, 2017 until December 31, 2017. Prior to joining the Company, Mr. Kieske worked at Wells Fargo Securities/Eastdil Secured since 2007, where he most recently served as Managing Director in the Real Estate & Lodging Investment Banking Group. In his role, Mr. Kieske was responsible for providing capital raising and financial advisory services to companies in the real estate and lodging industries. Prior to Eastdil, Mr. Kieske worked in the Real Estate & Lodging Investment Banking Groups at both Citigroup and Bank of America. Early in Mr. Kieske’s career, he was a senior accountant at Deloitte & Touche LLP and Assistant Vice President & Corporate Controller at TriNet Corporate Realty Trust. Mr. Kieske holds a Bachelor’s degree from University of California Davis and a Master’s Degree in Business Administration from the University of California Los Angeles.
Samantha S. Gallagher has been our executive vice president, general counselExecutive Vice President, General Counsel and secretarySecretary since June12, 2018, and served as Special Advisor to the Chief Executive Officer upon joining the Company in May 2018. Ms. Gallagher has over 1520 years of experience representing REITs and other real estate companies and financial institutions. Prior to joining the Company, Ms. Gallagher served as Executive Vice President, General Counsel and Secretary at First Potomac Realty Trust (NYSE: FPO). In this role, Ms. Gallagher held leadership responsibility for all corporate governance matters, SEC and NYSE compliance, structuring of corporate-level transactions, overseeing property-level and corporate acquisitions and dispositions, supervising litigation matters, as well as managing outside counsel. Ms. Gallagher also oversaw the negotiation and documentation pertaining to First Potomac Realty Trust’s merger with Government Properties Income Trust (now Office Properties Income Trust) (NASDAQ: GOV)OPI) in October 2017. Previously, Ms. Gallagher was a Partner at Arnold & Porter LLP, Bass, Berry & Sims plc, and Hogan Lovells US LLP. While in private practice, Ms. Gallagher focused on capital markets transactions (including public and private equity and debt offerings), joint ventures, mergers and acquisitions and strategic investments, as well as advising companies in a variety of corporate and securities law matters. She previously served on the Board of Directors for Make-A-Wish® Mid-Atlantic, Inc. from 2013 to 2019, as well as serving as Chair of its Governance Committee. Ms. Gallagher earned a Juris Doctor degree from Georgetown University Law Center, cum laude, and a Bachelor of Arts degree from Princeton University, summa cum laude.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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The following table sets forth certain information regarding the beneficial ownership of the Company’s common stock, as of March 1, 2021,2023, by (i) each person known to us to beneficially own more than 5% of any class of the outstanding voting securities of the Company, (ii) each of our directors, (iii) each of our named executive officers listed in the table entitled “2020“2022 Summary Compensation Table” below and (iv) all of our current directors and executive officers as a group. Beneficial ownership of shares is determined under rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. Except as noted by footnote, and subject to community property laws where applicable, we believe based on the information provided to us that the persons and entities named in the table below have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them. Unless otherwise noted below, the address of the persons listed in the table is c/o VICI Properties Inc., 535 Madison Avenue, 20th Floor, New York, New York 10022. The percentages shown in this table are calculated based on 537,020,5161,004,204,918 shares of our common stock outstanding as of March 1, 2021.2023.
5% Stockholders, Officers and Directors | Number of Shares Beneficially Owned | Percentage of Common Stock | Number of Shares Beneficially Owned | Percentage of Common Stock | ||||||||||||||||
Beneficial Owners of 5% or More of Our Common Stock: |
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The Vanguard Group(1) | 74,549,332 | 13.9% | 144,131,966 | 14.4% | ||||||||||||||||
Cohen & Steers, Inc.(2) | 55,577,856 | 10.3% | ||||||||||||||||||
BlackRock, Inc.(2) | 97,331,334 | 9.7% | ||||||||||||||||||
BlackRock, Inc.(3) | 46,508,546 | 8.7% | ||||||||||||||||||
Capital International Investors(3) | 75,641,102 | 7.5% | ||||||||||||||||||
State Street Corporation(4) | 54,889,378 | 5.5% | ||||||||||||||||||
Capital Research Global Investors(5) | 50,059,016 | 5.0% | ||||||||||||||||||
Directors and Executive Officers: |
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Edward B. Pitoniak | 493,845 | * | 926,670 | * | ||||||||||||||||
John W.R. Payne | 170,287 | * | ||||||||||||||||||
John W. R. Payne | 338,532 | * | ||||||||||||||||||
David A. Kieske | 161,494 | * | 284,906 | * | ||||||||||||||||
Samantha S. Gallagher | 106,782 | * | 259,108 | * | ||||||||||||||||
James R. Abrahamson | 101,798 | * | ||||||||||||||||||
James R. Abrahamson(6) | 136,481 | * | ||||||||||||||||||
Diana F. Cantor | 21,525 | * | 34,480 | * | ||||||||||||||||
Monica H. Douglas | 9,551 | * | 20,338 | * | ||||||||||||||||
Elizabeth I. Holland | 25,297 | * | 37,178 | * | ||||||||||||||||
Craig Macnab | 37,995 | * | 50,634 | * | ||||||||||||||||
Michael D. Rumbolz | 53,434 | * | ||||||||||||||||||
Michael D. Rumbolz(7) | 68,557 | * | ||||||||||||||||||
Directors and Executive Officers as a Group (10 persons) | 1,182,008 | * | 2,156,884 | * | ||||||||||||||||
| * | Less than 1% |
| (1) | Beneficial ownership is based on a Schedule 13G/A filed with the SEC on February |
| (2) | Beneficial ownership is based on |
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| VICI PROPERTIES INC.—
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
| (3) | Beneficial ownership is based on a Schedule 13G/A filed with the SEC on February 13, 2023 by Capital International Investors (“CII”). The Schedule 13G/A indicates that the reporting entity is an investment adviser with sole voting power over 75,639,412 shares of our common stock and sole dispositive power over 75,641,102 shares of our common stock. The Schedule 13G/A further indicates that CII is a division of Capital Research and Management Company (“CRMC”), as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K., Capital Group Private Client Services, Inc., and Capital Group Investment Management Private Limited (together with CRMC, the “investment management entities”). CII’s divisions of each of the investment management entities collectively provide investment management services under the name “Capital International Investors.” The principal address of the reporting entity is 333 South Hope Street, 55th Floor, Los Angeles, California 90071. |
| (4) | Beneficial ownership is based on a Schedule 13G filed with the SEC on February 3, 2023 by State Street Corporation. The Schedule 13G indicates that State Street Corporation is a parent holding company or control person with shared voting power over 44,020,488 shares of our common stock and shared dispositive power over 54,820,049 shares of our common stock. The Schedule 13G further indicates that the following subsidiaries of State Street Corporation acquired, and are beneficial owners of, the shares of our common stock reported on the Schedule 13G: SSGA Funds Management, Inc., State Street Global Advisors Europe Limited, State Street Global Advisors Limited, State Street Global Advisors Trust Company, State Street Global Advisors, Australia, Limited, State Street Global Advisors (Japan) Co., Ltd., State Street Global Advisors Asia Limited, State Street Global Advisors, Ltd.,State Street Global Advisors Singapore Limited, and State Street Saudi Arabia Financial Solutions Company. The principal address of the reporting entity is State Street Financial Center, One Lincoln Street, Boston, MA 02111. |
| (5) | Beneficial ownership is based on a Schedule 13G filed with the SEC on February 13, 2023 by Capital Research Global Investors (“CRGI”). The Schedule 13G indicates that the reporting entity is an investment adviser with sole voting power over 50,057,205 shares of our common stock and sole dispositive power over 50,059,016 shares of our common stock. The Schedule 13G further indicates that CRGI is a division of CRMC, as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K., Capital Group Private Client Services, Inc., and Capital Group Investment Management Private Limited (together with CRMC, the “investment management entities”). CRGI’s divisions of each of the investment management entities collectively provide investment management services under the name “Capital Research Global Investors.” The principal address of the reporting entity is 333 South Hope Street, 55th Floor, Los Angeles, California 90071. |
| (6) | Comprised of 128,622 directly owned shares of our common stock, 2,900 indirectly owned shares held by his spouse and 4,500 indirectly owned shares held in a 401(k) plan. |
| (7) | Comprised of 49,332 directly owned shares of our common stock and 19,225 shares held by Michael and Geri Rumbolz Living Trust 2000, Michael D Rumbolz and Geri L Rumbolz Trustees. |
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
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No member of the Compensation Committee is or was formerly an officer or an employee of the Company. None of our executive officers serve as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board of Directors or the Compensation Committee, nor has such interlocking relationship existed in the past. Accordingly, during 20202022 there were no interlocks with other companies within the meaning of the SEC’s proxy rules.
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The following Compensation Committee report to stockholders shall not, in accordance with the rules of the SEC, be incorporated by reference into any of our future filings made under the Exchange Act or under the Securities Act, and shall not be deemed to be soliciting material or to be filed under the Exchange Act or the Securities Act.
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this Proxy Statement. Based on this review and discussion, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.
Members of the Compensation Committee:
Craig Macnab (Chair)
Elizabeth I. HollandMonica H. Douglas
Michael D. Rumbolz
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COMPENSATION DISCUSSION AND ANALYSIS
The following Compensation Discussion and Analysis discusses the principles underlying our executive compensation policies and decisions for 2020.2022. Our named executive officers for 20202022 were:
Edward B. Pitoniak
Chief Executive Officer and Director
John W.R. Payne
President and Chief Operating Officer
David A. Kieske
Executive Vice President,
Chief Financial Officer and Treasurer
Samantha S. Gallagher
Executive Vice President,
General Counsel and Secretary
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BACKGROUND
2020 was a challenging, but ultimately fulfilling year for the VICI team. In March, any expectations for the year with respect to our company, our employees, our society and the national and global economic landscape were replaced with the need to react to new and unknown circumstances and the challenges of the COVID-19 pandemic. In 2020, we did not adjust our performance metrics or otherwise make changes to our executive compensation program in response to the unprecedented COVID-19 pandemic.
From a business perspective, we are proud to recognize first and foremost our transformative partnership with Caesars Entertainment, Inc. (“Caesars”), formerly known as Eldorado Resorts Inc. (“Eldorado Resorts”), which closed in July 2020. First announced in June 2019 in connection with the business combination of Eldorado Resorts with Caesars Entertainment Corporation, the transaction resulted in our acquisition of three new properties—Harrah’s New Orleans, Harrah’s Laughlin, and Harrah’s Atlantic City—and the modification of certain provisions of our Caesars lease agreements for total consideration of approximately $3.2 billion in cash, resulting in an incremental rent increase of $252.5 million per annum.
With respect to our investment diversification, in 2020 we originated $575.0 million in mortgage loan investments, including the $400.0 million mortgage loan on the Caesars Forum Convention Center in Las Vegas, Nevada, and the $80.0 million mortgage loan to Chelsea Piers New York, secured by the Chelsea Piers complex in New York City. With respect to tenant diversification, we look forward to the Eastern Band of Cherokee Indians becoming our sixth tenant in connection with the closing of its pending acquisition of the Caesars Southern Indiana property in Elizabeth, Indiana, agreeing to pay an initial annual rent of $32.5 million (with such amount deducted from Caesars’ total rent payment under the applicable lease).
From a financing perspective, in June 2020, we completed a public offering of 29.9 million shares under a forward sale agreement, pursuant to which we have physically settled 3,000,000 shares of our common stock for net proceeds of $63.0 million, while 26.9 million shares remain outstanding for settlement and the approximately $547.2 million in proceeds (calculated as of December 31, 2020, based on a forward sale price of $20.34 per share) with respect to the settlement of such shares remains available to us until June 17, 2021. In February 2020, we completed our second unsecured notes issuance, extending our maturity profile to 6.1 years and lowering our weighted average cost of debt to 4.18%, and used $500.0 million of the proceeds from the offering to redeem the final portion of our secured emergence debt.
Lastly, through the tenacity and ultimate performance of our tenants and our constructive partnerships with our tenants, we closed out 2020 having collected 100% of our total rent due in cash, granting only limited covenant and capital expenditure related relief. This enabled us to not only maintain paying quarterly dividends, but to increase our regular quarterly dividend for the third year in a row, each year since our formation in 2017, by over 10%. We believe that 2020 has demonstrated the underlying strength and resilience of the gaming REIT model and we look forward to continuing to execute on all facets of our business strategy and, in doing so, believe we will continue to be successful in delivering long-term value and strong total returns to our stockholders.
For more information on our 2020 results and other related financial measures, see our 2020 Annual Report.
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| EXECUTIVE COMPENSATION |
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2020 PExecutive Summary
BERFORMANCEACKGROUND
As we look back on VICI’s fifth full year of existence, following our formation in October 2017 and the completion of our initial public offering in February 2018, we are proud to report that 2022 was another remarkable year for our company demonstrated by significant growth driven by accretive transactions as we continue to diversify our portfolio and tenant base. We have continued to execute on our strategic and growth objectives with another year of significant growth, demonstrating the potential of our business and investment model, the value of the continuing institutionalization of the gaming real estate sector, and the viability of the experiential asset sector more broadly. In particular:
| • | We established new relationships with leading gaming and non-gaming operators, including MGM Resorts, Foundation Gaming, Fontainebleau Las Vegas, and Cherokee Nation Business as gaming operators, and Cabot and Canyon Ranch as experiential leaders in their respective sectors. |
| • | We expanded key relationships with our existing partners, including through the financing of two new Great Wolf Resorts indoor waterparks, the acquisition of Rocky Gap Casino with Century Casinos and the redevelopment of Century Casinos Caruthersville, and Hard Rock’s acquisition of The Mirage Hotel & Casino from MGM. |
| • | We executed decisively on strategic opportunities, including the acquisition of Blackstone Real Estate Income Trust, Inc.’s 49.9% minority interest in the MGM Grand/Mandalay Bay joint venture. |
| • | We continued to set benchmarks in the capital markets to fund our growth strategy, including our addition to the S&P 500 as the fastest REIT ever to do so following an IPO, and our inaugural $5.0 billion investment grade debt issuance, the largest ever “four-wall” REIT bond issuance (excluding tower and timber REITs). |
2022 HIGHLIGHTS
The following are some of the highlights of our accomplishments in 2020:2022:
TOTAL STOCKHOLDER RETURN BENCHMARKING
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| VICI PROPERTIES INC.—
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EXECUTIVE COMPENSATION |
ETXECUTIVEOTAL STOCKHOLDER RETURN BENCHMARKING
48.3%3-Year Total Stockholder Return | 13.0%1-Year Total Stockholder Return | |
Significantly outperformed against Peer Group, Triple Net REIT comparison group, and RMZ in both three-year and one-year total stockholder return (“TSR”) | ||
† Peer Group includes: Alexandria Real Estate Equities, Inc., AvalonBay Communities, Inc., Caesars Entertainment, Inc., Digital Realty Trust, Inc., Equity Residential, Extra Space Storage Inc., Gaming and Leisure Properties, Inc., Healthpeak Properties, Inc., Hilton Worldwide Holdings Inc., Las Vegas Sands Corp., MGM Resorts International, Public Storage, Realty Income Corporation, SBA Communications Corporation, Simon Property Group, Inc., Vail Resorts, Inc., Welltower, Inc., and W. P. Carey Inc. ‡ Triple Net REITs include: Agree Realty Corporation, EPR Properties, Essential Properties Realty Trust, Four Corners Property Trust, Inc., Gaming and Leisure Properties, Inc., National Retail Properties, Inc., Realty Income Corporation, Spirit Realty Capital, Inc., STORE Capital Corporation, VICI Properties Inc. and W.P. Carey Inc, and does not include triple net REITs that completed an initial public offering in 2022.
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Compensation Program Overview
COMPENSATION HPIGHLIGHTSHILOSOPHYAND PROGRAM OBJECTIVES
Our compensation program is designed to attract and retain high-performing executives by motivating and rewarding our executives for achieving both short- and long-term performance goals that are aimed at growing stockholder value. The principal objectives of our compensation philosophy and program are to:
| • | align the interests of our executives and stockholders through the use of performance-based short-term cash incentive compensation and time- and performance-based long-term equity incentive compensation; |
| • | attract, motivate, retain and reward the key leadership and managerial talent needed for our Company to achieve its goals and objectives; |
| • | promote long-term value creation and growth strategies; |
| • | ensure line-of-sight between key performance measures that are indicative of Company growth and gains in stockholder value and actual results; and |
| • | encourage stock ownership through executive stock ownership guidelines and by providing long-term incentives that align the interests of our executive officers with those of our stockholders. |
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EXECUTIVE COMPENSATION |
COMPENSATION ELEMENTS
The primary components of our executive compensation program are base salary, short-term incentive compensation (cash bonus plan) and long-term incentive compensation (equity, with a significant portion performance-based and all subject to multi-year vesting requirements). The primary objectives of these components are described in more detail below.
PAY-FOR-PERFORMANCE COMPENSATION STRUCTURE Our compensation structure embodies our commitment to align executive pay and performance by linking a meaningful portion of total compensation to the achievement of pre-determined quantitative performance goals through our STIP, as well as rigorous absolute and relative stockholder return goals through our LTIP. In 2022, 89.5% of our Chief Executive Officer’s total target compensation, and 81.8% (on average) of our other named executive officers’ total target compensation was performance-based and/or at risk/not guaranteed and 10.5% and 18.2%, respectively, was fixed. To build even stronger alignment with our stockholders, long-term incentive awards granted under the LTIP are predominantly “at-risk” performance-based equity awards, the vesting and ultimate value of which depends entirely on the Company’s future absolute and relative total stockholder return. The following graphics illustrate the mix between fixed pay (base salary) and performance-based and/or at-risk pay incentives (short-term incentive in the form of cash and long-term incentive in the form of time-based restricted stock and PSUs) for our Chief Executive Officer and the average of our other named executive officers, in each case based on 2022 target levels of compensation. Actual 2022 compensation varies based on performance outcomes. | ||
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48 | VICI PROPERTIES INC.— 2023 PROXY STATEMENT |
EXECUTIVE COMPENSATION |
COMPENSATION PRACTICESAND POLICIES
The following is an overview of the highlights of our compensation structure, and the fundamental compensation policies and practices we do and do not use.
| WHAT WE DO | WHAT WE DON’T DO | |||||
| Align the interests of our executives and stockholders through the use of performance-based |
| No excise tax gross ups upon a change in control. | |||
| Double-Trigger Change in Control Payments—a “change in control” by itself is not sufficient to trigger payments, it must also be accompanied by a qualifying termination. |
| No pledging, hedging or short sale activities by our executives and directors. | |||
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| We do not maintain any defined benefit or supplemental retirement plans. | ||||
| LTIP Award Governor—Payouts under our Relative TSR PSUs are capped at “threshold” in the event that our Absolute TSR performance is negative in a given period. |
| No perquisites or other personal benefits to executive officers that are not available to all employees. | |||
| Maintain |
| We do not pay dividends on unvested equity awards until, andonly to the extent, those awards vest. | |||
| Engage an independent compensation consultant to review and provide recommendations regarding our executive compensation program. |
| We do not allow for repricing or buyouts of underwater options or stock appreciation rights without stockholder approval. | |||
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| No plan design features that encourage excessive or imprudent risk taking. | ||||
COMPENSATION FRAMEWORK
The primary components of our executive compensation program are base salary, short-term incentive compensation (cash bonus plan) and long-term incentive compensation (equity). These components are described in more detail below.Compensation Process
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ALIGNMENTOF PAYWITH PERFORMANCE
Our compensation program provides significant alignment between pay and performance by linking a meaningful portion of total compensation to the achievement of pre-determined quantitative performance goals through our STIP, as well as rigorous absolute and relative stockholder return goals through our LTIP. In 2020, 84.5% of our Chief Executive Officer’s total target compensation, and 73.8% (on average) of our other named executive officers’ total target compensation was performance-based and/or at risk/not guaranteed and 15.5% and 26.2%, respectively, was fixed.
To build even stronger pay-for-performance alignment with our stockholders, long-term incentive awards granted under the LTIP are predominantly “at-risk” performance-based equity awards, the vesting and ultimate value of which depends entirely on the Company’s future absolute and relative stockholder return. The following graphics illustrate the mix between fixed pay (base salary) and at-risk pay incentives (short-term incentive in the form of cash and long-term incentive in the form of time-based restricted stock and PSUs) for our Chief Executive Officer and the average of our other named executive officers, in each case based on 2020 target levels of compensation.
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STATUSOF LTIP AWARDS–PSUS
The Compensation Committee believes that the long-term incentive compensation awards issued to the named executive officers pursuant to the LTIP appropriately align our named executive officers’ focus on achieving the Company’s strategic objectives with the absolute and relative stockholder return expectations of our stockholders. The following table shows the status of the PSUs granted since 2018, in each case measured as of December 31, 2020.
LTIP Award | Performance Metric and Weight | 2018 | 2019 | 2020 | 2021 | 2022 | Status | Payout as % of Target | ||||||||||
| 2020 PSUs | Absolute TSR – 50% Relative TSR vs. MSCI US REIT Index – 50% |
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| Tracking At “Target” | Tracking 100%(1) | |||||||||||||
| 2019 PSUs | Absolute TSR – 50% Relative TSR vs. MSCI US REIT Index – 50% |
|  | Tracking Above “Superior” | Tracking 200%(1) | |||||||||||||
| 2018 PSUs | Absolute TSR – 50% Relative TSR vs. MSCI US REIT Index – 50% |
|  | Vested at “Superior” | 200%(2) | |||||||||||||
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Our compensation arrangements are designed to attract and retain high-performing executives by motivating and rewarding our executives for achieving both short- and long-term performance goals that are aimed at growing stockholder value. These arrangements seek to align the interests of our executives with those of our stockholders through heavy reliance on short- and long-term performance-oriented cash and equity incentive plans. Our Compensation Committee reviews and considers this philosophy from time to time and may make adjustments as it determines necessary or appropriate. The principal objectives of our compensation philosophy and program are to:
align the interests of our executives and stockholders through the use of performance-based short-term cash incentive compensation and time- and performance-based long-term equity incentive compensation;
attract, motivate, retain and reward the key leadership and managerial talent needed for our Company to achieve its goals and objectives;
promote long-term value creation and growth strategies;
ensure line-of-sight between key performance measures that are indicative of company growth and gains in stockholder value and actual results; and
encourage stock ownership through executive stock ownership guidelines and by providing long-term incentives that align the interests of our executive officers with those of our stockholders.
In developing the Company’s executive compensation philosophy and implementing its programs and policies, our Compensation Committee and Board of Directors recognizes the importance of aligning the Company’s executive compensation programs with stockholder interests and continually reviews the Company’s executive compensation practices. As a result of this ongoing review, in August 2018, our Compensation Committee adopted our LTIP, which aligns the interest of the Company’s executive officers with the interest of our stockholders and provides for (i) 40% of the annual award in time-based restricted stock that vests ratably, annually over three years and (ii) 60% of the annual awards in PSUs that vest based on the achievement of rigorous absolute and relative total stockholder return goals measured over a three-year period.
In 2020, our Compensation Committee’s pay-for-performance philosophy was validated further by our resilience through the COVID-19 pandemic, as our executives were able to achieve the highest award payout possible under the applicable STIP and LTIP grants and our executive compensation program was not amended or revised in response to the impact of the pandemic.
ROLEOFTHE COMPENSATION COMMITTEE
The Compensation Committee of our Board of Directors regularly reviews, approves and oversees our executive compensation program,programs and practices, and evaluates and determines the appropriate executive compensation philosophy and objectives for VICI, the process for establishing executive compensation, and the appropriate design of our executive compensation program and compensation arrangements.arrangements, and the annual compensation of our executive officers. The Compensation Committee consists entirely of independent directors who review and approve our overall executive compensation programs and practices and set the compensation of our executive officers.directors. In determining compensation for our executive officers, other than our Chief Executive Officer, the Committee considers, among other things, the executive officer’s position, responsibilities associated with that position, experience, expertise, knowledge and qualifications, market factors, the industry in which we operate and compete, recruitment and retention factors, the executive officer’s individual compensation history, salary levels of the other members of our executive team and similarly situated/comparable executives in our peer group, and our overall compensation philosophy, as well as the recommendations of our Chief Executive Officer.Officer (for our named executive officers other than our Chief Executive Officer). The Compensation Committee also is supported in its work by an independent compensation consultant, as described below. The Committee is, however, solely responsible for making the final decisions on compensation for our executive officers.
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EXECUTIVE COMPENSATION |
ROLEOF EXECUTIVE MANAGEMENT
In order to ensure that our compensation programs are aligned with our strategic objectives and appropriate performance goals, management provides input to the Compensation Committee with respect to the compensation-setting process. The Chief Executive Officer, the Executive Vice President, General Counsel and Secretary, and the Executive Vice President, Chief Financial Officer and Treasurer are the officers who interact most closely with the Compensation Committee. These individuals work with the Compensation Committee to provide their perspective on aligning executive compensation strategies with our business objectives. When determining compensation for our executive officers, the Chief Executive Officer provides the Compensation Committee with his input regarding executive performance, and recommends base salary and annual and long-term incentive targets for each of our executive officers (other than himself). The performance of the Chief Executive Officer is assessed directly by the Compensation Committee (with input from other independent directors) in executive session without the Chief Executive Officer present.
ROLEOF COMPENSATION CONSULTANT
Lyons, Benenson & Company Inc. (“Lyons Benenson”), anIn 2022, the Compensation Committee continued to retain Pay Governance LLC as its independent compensation consultant in connection with fulfilling its responsibilities. In particular, the independent compensation consultant provides advice and support to the Compensation Committee in the design and implementation of our executive compensation program. Lyons Benenson, which has provided
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these services to the Compensation Committee since our emergence from CEOC’s bankruptcy proceedings, is retained directly by the Compensation Committee, which, in its sole discretion, has sole authority to select, approve, retain, terminate and oversee its relationship with the firm. Lyons Benenson did not provide other consulting services to VICI or any of its executive officers in 2020. In selecting itsa compensation consultant, the Compensation Committee consideredconsiders the independence of such consultant in accordance with the standards of the NYSE, any applicable rules and regulations of the SEC and other applicable laws relating to independence of advisors and consultants. ThePay Governance LLC has not provided other consulting services to VICI or any of its executive officers and, in connection with their engagement, the Compensation Committee concluded that no conflict of interest exists that would prevent Lyons BenensonPay Governance LLC from acting as the Compensation Committee’s independent compensation consultant and independently advising the Compensation Committee.
At the Compensation Committee’s request, Lyons Benensonthe independent compensation consultant regularly attends Compensation Committee meetings. Lyons BenensonThe independent compensation consultant also communicates with the Chair of the Compensation Committee outside committee meetings regarding matters related to the Compensation Committee’s responsibilities.
PEER GROUPAND BENCHMARKING
The Compensation Committee reviews the potential total compensation package for each of the executive officers against a pre-selected peer group of companies, based on data compiled by Lyons Benenson.its independent compensation consultant. Consistent with the objectives of the Company’s executive compensation program, the Compensation Committee compares executive officer compensation against these peer companies (“benchmarking analysis”) to ensure that the Company is able to attract and retain highly qualified executive officers by providing a total compensation package that is competitive with those provided by the Company’s peers.
2022 PEER GROUP
In January 2020,the fourth quarter of 2021, the Compensation Committee, with the assistance of Lyons Benenson,Pay Governance LLC, the independent compensation consultant, reviewed the composition of our peer group given our growth during 2019.group. Following this review, and based on the recommendations of Lyons Benenson,the independent compensation consultant, the Compensation Committee determinedapproved an updated peer group for the 2022 executive compensation program, taking into consideration the Company’s significant growth, total revenues, market capitalization, total enterprise value and estimated EBITDA taking into account the 2022 consummation of transactions pending in the fourth quarter of 2021. The companies in the 2022 peer group comprise a variety of asset classes within the REIT industry, as well as companies in other related industries, such as gaming, hospitality and retail, that revisionswere similar to our anticipated company profile. In particular, the companies included in the 2022 peer group were warranted to ensure that our total revenue,represent a broader cross section of experiential operators and a significantly larger mean and median size in terms of, among other things, market capitalization and total enterprise value remained nearvalue. The companies in the median of the2022 peer group for 2020. Our 2020 peer group consists ofare set forth in the following 15 publicly traded REITs:table herein.
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Caesars Entertainment, Inc. | Public Storage | |
Digital Realty Trust, Inc. | Realty Income Corporation* | |
Equity Residential | SBA Communications Corp. | |
Extra Space Storage Inc. | Simon Property Group, Inc. | |
Gaming and Leisure Properties, Inc.* |
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Healthpeak Properties, Inc. |
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| W.P. Carey Inc.* | |
| † Denotes experiential operator |
50 | VICI PROPERTIES INC.— 2023 PROXY STATEMENT |
EXECUTIVE COMPENSATION |
* Denotes triple-net lease REIT
The companies in our 2020 peer group focus on a variety of asset classes within the REIT industry, including those with similar triple-net lease structures, as well as those that are similar to us in size in terms of revenue, market capitalization and/or total enterprise value.
Lyons Benenson’sindependent compensation consultant’s benchmarking analysis compared the compensation of our executive officers based on each element of compensation and total target compensation (including base salary, target short-term incentive compensation and target long-term incentive compensation) with that of executive officers of similar titles and job roles across the peer group. The Compensation Committee considered and expects to continue to consider the amount and mix of base and variable compensation by referencing, for each executive officer position, the prevalence of each element and the level of compensation that is provided in the market based on Lyons Benenson’ssuch compensation consultant’s benchmarking analysis.
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The Compensation Committee typically uses the median levels of compensation within the peer group in setting pay; however, actual compensation paid may fluctuate above/below the median of the peer group based on the Company’s performance and achievement of the goals established by the Compensation Committee for the executive officers. The Compensation Committee expects to reviewIn 2022, the peer group periodically and make changes as warranted and deemed appropriate by the Compensation Committee. In 2020, the 20202022 total target compensation of our Chief Executive Officer was compared to the 20192021 total target compensation of CEOs or equivalents of the 20202022 peer companies. ThisAs a result of the changes to the 2022 peer group driven primarily by our significant growth and increases in total revenues, market capitalization and total enterprise value, the benchmarking analysis indicated that median compensation of similar executive officers at our 2022 peer companies was significantly higher than those of our 2021 peer group and, accordingly, our executive officers’ 2022 total compensation was significantly under median. In particular, the comparative analysis indicated that our Chief Executive Officer’s 20202022 total target compensation registered inat the 46th22nd percentile of the 20202022 peer companies’ CEO or equivalents total target compensation for 20192021 and was approximately 6.6%21% below the median total target compensation for 20192021 for CEOs or equivalents of the 20202022 peer companies.
Results from 2020 Say-on-Pay Vote2022 Executive Compensation
We provide our stockholders an annual opportunity to indicate whether they support our compensation practices for our named executive officers (i.e., a “say-on-pay” vote). As previously reported, there was strong support by stockholders at our 2020 Annual Meeting of Stockholders for the compensation program, with over 95% of the votes cast on our say-on-pay proposal voted in favor of the advisory vote to approve our named executive officer compensation for 2020. The Compensation Committee appreciates and values the views of our stockholders. After considering our 2020 say-on-pay voting results and the advice from our compensation consultant, the Compensation Committee continues to believe that our executive compensation program and philosophy are properly aligned with the interests of our stockholders. Accordingly, no significant changes were made to the executive compensation program as a result of the advisory vote. The Compensation Committee expects to consider future annual say-on-pay votes and investor feedback when making decisions relating to our executive compensation program, policies and practices.
Elements of Executive Compensation
Our executive compensation program consists of the following primary components: base salary, annual incentive compensation (annual cash bonus plan) and long-term incentive compensation (equity).
BASE SALARY
Base salary is the fixed element of an executive officer’s annual cash compensationThe 2021 and is intended to attract and retain highly qualified executives and to compensate for expected day-to-day performance. The Compensation Committee reviews the base salary for each of our executive officers on an annual basis and considers the following factors in making its determinations: the executive officer’s position, responsibilities associated with that position, experience, expertise, knowledge and qualifications, market factors, the industry in which we operate and compete, recruitment and retention factors, the executive officer’s individual compensation history, salary levels of the other members of our executive team and similarly situated/comparable executives in our peer group, and our overall compensation philosophy.
Set forth in the table below are the 2019 and 20202022 base salaries for each of our named executive officers are set forth in the table below, indicating the year-over-year percentage increase. Base salaries for our named executive officers were reviewed by the Compensation Committee in February 20202022 and it was determined at that time that an increase in base salary was appropriate for certain of our named executive officers.
Named Executive Officer | 2019 Base Salary | 2020 Base Salary | Percent Increase from 2019 | ||||||||||||
Edward B. Pitoniak |
| $ 765,000 |
| $ 875,000 |
| 14.4 | % | ||||||||
John W.R. Payne |
| $1,200,000 |
| $1,200,000 |
| 0.0 | % | ||||||||
David A. Kieske |
| $ 475,000 |
| $ 515,000 |
| 8.4 | % | ||||||||
Samantha S. Gallagher |
| $ 405,000 |
| $ 450,000 |
| 11.1 | % | ||||||||
SHORT-TERM INCENTIVE PLAN (“STIP”)
Our executive officers are eligible for short-term cash incentive compensation, which is intended to motivate the executive officers to achieve short-term company performance goals that will inure to the benefit of our Company and stockholders and to align executive officers’ interests with those of the stockholders. The STIP provides payout opportunities based on the achievement of pre-determined corporate performance objectives, with actual STIP bonuses earned based on the achievement of such performance objective(s) each fiscal year.
Named Executive Officer | 2021 Base Salary | 2022 Base Salary | Percent Increase from 2021 | |||||||
Edward B. Pitoniak |
| $ 900,000 |
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| $1,000,000 |
| 11.1% | |||
John W.R. Payne |
| $1,200,000 |
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| $1,200,000 |
| – | |||
David A. Kieske |
| $ 530,000 |
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| $ 575,000 |
| 8.5% | |||
Samantha S. Gallagher |
| $ 470,000 |
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| $ 525,000 |
| 11.7% | |||
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Each fiscal year, the Compensation Committee determines a target STIP bonus for each executive officer. With respect to 2020, the 2020 STIP award targets for our named executive officers are set forth in the table below:
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Named Executive Officer | Threshold | Target | Superior | ||||||||||||||
Edward B. Pitoniak | 75 | % | 150% | 300% |
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John W.R. Payne | 37.5 | % | 75% | 150% |
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David A. Kieske | 50 | % | 100% | 200% |
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Samantha S. Gallagher | 50 | % | 100% | 200% |
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No compensation is awarded for below-threshold performance. If corporate performance is between performance levels (i.e., between threshold and target, or between target and superior), the actual amount of the award that is earned will be determined by linear interpolation using the two identified levels of performance. The Compensation Committee determines the achievement of the corporate performance objective(s) during the first quarter following the fiscal year to which such awards pertain after a review of the Company’s actual corporate performance.
2020 STIP A2022 SWARDSHORT-TERM INCENTIVE PLAN (“STIP”)
For 2020,the 2022 STIP, the Compensation Committee approved AFFO per share growth (measured over a two-year performance period) as the sole metric against which performance would be measured for purposes of the STIP.measured. The Compensation Committee believes that AFFO per share is the appropriate measure to use for an annual incentive program because it is a widely recognized measure used to evaluate the operating performance of a REIT that provides a meaningful comparison of the underlying operating performance of our business on a year-over-year basis and incentivizes management to pursue accretive transactions that result in AFFO per share growth.
Objective Corporate Performance
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The “threshold”, “target” and “superior” performance levels for 20202022 AFFO per share were established by the Compensation Committee in early 2019February 2021 (for the two-year performance period from January 1, 20192021 to December 31, 2020)2022). In order to determine the appropriate rigor of such performance levels with respect to the 20202022 STIP, the Compensation Committee reviewed triple-net REIT AFFO and FFO per share historical and projected growth data.data, comparable growth data with respect to the Company’s then peer group, and the Company’s recent and historical performance. Based on this analysis, of triple-net AFFO and FFO per share growth data, the Compensation Committee adopted AFFO per share growth metrics for the “threshold”, “target” and “superior” performance levels under the 20202022 STIP, which the Compensation Committee determined to be rigorous but achievable in order to challenge ourthe executive team to deliver consistent AFFO per share growth. The AFFO per share growth metrics and the bonus payment thresholds corresponding to such metrics are set forth below on a rounded basis (payout is capped at 200% for “superior” performance and interpolated on a linear basis for results between the performance levels)levels, with no compensation awarded for below-“threshold” performance):
| (1) | AFFO is a non-GAAP financial measure. |
| (2) | Reflects fully diluted AFFO per share of |
2022 STIP AWARD OPPORTUNITIESAND RESULTS
During the first quarter of 2023, AFFO per share results were determined against the 2022 corporate performance metrics under the STIP. The Company exceeded the “superior” performance level established by the Compensation Committee in February 2021 (based on the two-year performance period of the STIP awards) based on its fully diluted 2022 AFFO per share of $1.93 (on a rounded basis), delivering one- and two-year AFFO per share growth of 6.1% and 17.7%, respectively. The following table summarizes the 2022 STIP award opportunities for our named executive officers, as well as the 2022 STIP awards paid to the named executive officers based on the results set forth above:
Named Executive Officer | 2022 STIP Opportunity (as % of Base Salary) | 2022 Actual STIP Award | 2022 Actual Percentage of Target Award Payout | |||||||
Threshold |
Target |
Superior | ||||||||
Edward B. Pitoniak | 100% | 200% | 400% | $4,000,000 | 200% | |||||
John W.R. Payne | 42.5% | 85% | 170% | $2,040,000 | 200% | |||||
David A. Kieske | 62.5% | 125% | 250% | $1,437,500 | 200% | |||||
Samantha S. Gallagher | 50% | 100% | 200% | $1,050,000 | 200% | |||||
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| VICI PROPERTIES INC.—
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EXECUTIVE COMPENSATION |
2020 PERFORMANCE RESULTS IN “SUPERIOR” COMPANY STIP PERFORMANCE AWARD PAYOUTS
Payouts are formulaic and calculated in accordance with the objective pre-established performance hurdles.
Despite significant uncertainty of closures and restrictions on our tenants’ business and broader COVID-19 challenges, we successfully:
closed our significant pending transactions (including the Eldorado/Caesars transaction); and
collected 100% of rent due under our lease agreements in 2020, limiting the nature and extent of relief granted to our tenants.
As a result, AFFO per share exceeded the “superior” performance level established by the Compensation Committee in early 2019 despite the challenges imposed by the impact of the COVID-19 pandemic.
During the first quarter of 2021, AFFO per share results were determined against the 2020 corporate performance metrics under the STIP. Based on our AFFO per share of $1.6359, the Compensation Committee approved the following 2020 STIP awards for the named executive officers:
Named Executive Officer | 2020 Actual STIP Award | Percentage of Target Potential | ||||||||||||
Edward B. Pitoniak | $ | 2,625,000 | 200% | |||||||||||
John W.R. Payne | $ | 1,800,000 | 200% | |||||||||||
David A. Kieske | $ | 1,030,000 | 200% | |||||||||||
Samantha S. Gallagher | $ | 900,000 | 200% | |||||||||||
2022 LONG-TERM INCENTIVE PROGRAM (“LTIP”)
We maintain aOur long-term incentive program which provides for the granting of equity incentive awards under the VICI Properties Inc. 2017 Stock Incentive Plan to the Company’s executive officers and to certain other officers and employees as designated by the Compensation Committee. The LTIP was established in consultation with the Compensation Committee’s independent compensation consultant and is intended to closely align the interest of the Company’s executive officers (and other eligible employees) with the interests of our stockholders. The LTIP provides for a combination of time-based and performance-based awards based on rigorous, multi-year absolute and relative stockholder return goals, which is intended to promote long-term value creation and growth strategies, align executive and stockholder interests by encouraging maximization of stockholder value and promote retention and provide ongoing incentives by encouraging long-term stock ownership.
Each fiscal year, the Compensation Committee determines an aggregate target value (including the time-based and performance-based portions) for the annual LTIP award for each participant and establishes the performance conditions used for the performance-based portion of the LTIP, as well as the levels of performance (threshold, target and superior) required to be achieved under the program. The following table sets forth the aggregate 2020 long-term incentive award targets for our named executive officers:
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Plan. The illustration below sets forth the general structure of our 20202022 LTIP:
| • | Time-Based Portion of LTIP Award: The time-based portion of the LTIP Award (the “Time-Based Awards”) is in the form of shares of restricted stock, which vest ratably, annually over three years. There are no performance conditions attached to the 2022 Time-Based Awards; the only requirement for vesting is continued service (except as otherwise provided in the participant’s employment agreement in specific instances, such as terminations without “cause” or for “good reason,” including following a “change in control”). Dividends on the shares of restricted stock are held by the Company and deemed invested in the shares of common stock and are payable in cash only if and to the extent that the underlying shares of restricted stock vest. As such, no dividends will be paid on shares of restricted stock that do not vest.
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Performance-Based Portion of LTIP Award: The performance-based portion of the LTIP Award (the “Performance-Based Awards”) is in the form of performance-based restricted stock units (“PSUs”). 50% of the 2022 Performance-Based Awards vests on the basis of the Company’s Absolute Total Stockholder Return and 50% of the 2022 Performance-Based Awards vests on the basis of the Company’s Relative Total Stockholder Return versus the constituent companies of the MSCI US REIT Index (in each case based on actual results, as measured over a three-year performance period). The Compensation Committee may select different performance conditions for future awards. With respect to the Performance-Based Awards, dividends accumulate and are payable in cash only if and to the extent that the PSUs vest. As such, no dividends will be paid on PSUs that do not vest. If the Company’s performance is below the threshold of one performance metric, no PSUs are earned for such portion of the award; however, failure to achieve threshold of one performance metric (i.e., failure to achieve threshold for Absolute TSR or failure to achieve threshold for Relative TSR) will not result in the forfeiture of the PSUs subject to the performance metric that is achieved. If the Company’s performance is between two levels of performance (i.e., between threshold and target or between target and superior), the actual amount of the award that is earned (and the number of PSUs that will vest) will be determined based on linear interpolation between the two performance levels. Notwithstanding the foregoing, in the event that the Company’s Absolute TSR for the performance period is negative, the number of PSUs that vest based on Relative TSR shall not exceed the threshold number of PSUs for the Relative TSR performance metric, even if the Company’s Relative TSR exceeds Relative TSR threshold performance. |
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As shown in the illustration above, for 2020, the LTIP provides for annual grants of full value equity awards that are issued in two parts such that (i) 40% are time-based awards consisting of restricted common stock (“Time-Based Awards”) that vest ratably, annually over a three-year
period and (ii) 60% are performance-based awards consisting of PSUs that vest based on the achievement of certain performance conditions over a three-year performance period. The terms of the Time-Based Awards and PSUs are described below.
TIME-BASED PORTIONOF LTIP AWARD
The Time-Based Awards are in the form of shares of restricted stock, which vest ratably, annually over three years (except that, with respect to the Time-Based Awards under the 2018 LTIP Awards, the first vesting date was on March 31, 2019 and the next vesting dates are the next two anniversaries thereof). There are no performance conditions attached to the Time-Based Awards; the only requirement for vesting is continued service (except as otherwise provided in the participant’s employment agreement in specific instances, such as terminations without “cause” or for “good reason,” including following a “change in control”). Dividends on the shares of restricted stock are held by the Company and deemed invested in the shares of common stock and are payable in cash only if and to the extent that the shares vest. As such, no dividends will be paid on shares of restricted stock that do not vest.
PERFORMANCE-BASED PORTIONOF LTIP AWARD
With respect to the portion of the LTIP Award that is performance based, 50% of the award vests on the basis of the Company’s Absolute Total Stockholder Return (as defined below) and 50% of the award vests on the basis of the Company’s Relative Total Stockholder Return (as defined below) versus the MSCI US REIT Index (in each case based on actual results, as measured over a three-year performance period); provided, however, that the performance conditions for future awards may subsequently be changed by the Compensation Committee. The award provides that a recipient is granted a target number of performance-based restricted stock units and is eligible to earn from 0% to 200% of such target number of restricted stock units based on the level of achievement of the foregoing performance conditions during the applicable three-year performance period, beginning on January 1 of the year of such grant and ending on December 31 of the third year following such grant.
As soon as practicable following the end of the performance period, the Compensation Committee shall determine the Company’s level of achievement of the performance conditions and the percentage of the target number of PSUs earned by the recipient pursuant to such criteria, and, therefore, the number of shares of common stock, if any, to be delivered. Vested PSUs shall be settled shortly thereafter, but in no event later than March 15th following the end of the performance period. Vesting levels are interpolated on a linear basis for performance between threshold and target or between target and superior.
See “—Compensation Tables and Arrangements—Employment Agreements with Executive Officers” and “—Compensation Tables and Arrangements—Potential Payments Upon Termination or Change in Control” below for further information regarding the treatment of any unvested Time-Based Awards and PSUs (and any related dividend equivalents) in the event of a participant’s termination of employment and/or a “change in control” prior to the expiration of the applicable vesting or performance period.
With respect to the PSUs (as with the Time-Based Awards), dividends accumulate and are payable in cash only if and to the extent that the PSUs vest. As such, no dividends will be paid on PSUs that do not vest.
The PSUs (and any related dividend equivalents) are subject to recoupment in accordance with any existing clawback or recoupment policy (including our current policy), or any clawback or recoupment policy that the Company is otherwise required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law.
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2018 LTIP AWARDS (PERFORMANCE PERIOD 2018–2020)
The following table summarizes the actual performance awards for the named executive officers under the PSUs granted in 2018 for the three-year performance period ending on December 31, 2020.
2018-2020 PERFORMANCE RESULTS IN “SUPERIOR” COMPANY LTIP PERFORMANCE AWARD PAYOUTS
Payouts are formulaic and calculated in accordance with the objective pre-established performance hurdles.
Despite the significant uncertainty of closures and restrictions on our tenants’ business and broader COVID-19 challenges in 2020, over the three-year performance period, we:
significantly expanded and diversified our business since our initial public offering in February 2018; and
provided our stockholders with a 46.2% 3-year total return and outperformed the MSCI US REIT Index (RMZ) by approximately 35 percentage points.
As a result, our Absolute TSR and Relative TSR metrics under our LTIP program for the 2018-2020 performance period exceeded the “superior” performance level originally established by the Compensation Committee in 2018.
2020 LTIP AWARDS
In February 2020, the Compensation Committee approved the grant of the following LTIP awards to the Company’s executive officers for 2020 as set forth in the table below.
Participant | Aggregate Amount of Target LTIP Award |
| Time-Based Award (40% of Aggregate Target LTIP)(1) |
Performance-Based Award (60% of Aggregate Target LTIP)(2) |
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Threshold (50%) | Target (100%) | Superior (200%) |
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Edward B. Pitoniak | $ | 3,456,250 |
| $ | 1,382,500 | $ | 1,036,875 | $ | 2,073,750 | $ | 4,147,500 |
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John W.R. Payne | $ | 1,500,000 |
| $ | 600,000 | $ | 450,000 | $ | 900,000 | $ | 1,800,000 |
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David A. Kieske | $ | 1,390,500 |
| $ | 556,200 | $ | 417,150 | $ | 834,300 | $ | 1,668,600 |
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Samantha S. Gallagher | $ | 967,500 |
| $ | 387,000 | $ | 290,250 | $ | 580,500 | $ | 1,161,000 |
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The illustration below sets forth the structure, performance metrics and vesting criteria for our 20202022 LTIP Awards. In connection with the issuance of the 20202022 LTIP Awards, the Compensation Committee reviewed the performance metrics previously utilized for the 2018 and 20192021 LTIP Awards and determined to modifymaintain the Absolute and Relative Total Stockholder Return goals from those utilized for the 2018 and 2019 LTIP Awards to, in certain instances, increase the applicable performance hurdle to make such hurdle even more rigorous.2021 LTIP.
| (1) | “Absolute Total Stockholder Return” or “Absolute TSR” is calculated on a compounded annualized basis and includes (i) the sum of (a) the cumulative amount of dividends (ordinary and special) paid per share over the measurement period, assuming the reinvestment of dividends in common stock, and (b) an amount equal to (x) the closing common share price on the last trading day of the measurement period, minus (y) the closing common share price on the first trading day of the measurement period, divided by (ii) the closing common share price on the first trading day of the measurement period. |
| (2) | “Relative Total Stockholder Return” or “Relative TSR” shall mean the Company’s Absolute TSR for the performance period as measured against the Absolute Total Stockholder Return for the constituent companies of the MSCI US REIT Index (“RMZ”). |
| (3) | Represents the Absolute and Relative TSR return hurdles for the |
The time-based portion of the 2020 LTIP Awards vest in three equal installments on February 28, 2021, 2022 and 2023, subject to accelerated vesting as set forth in the 2017 Stock Incentive Plan, the applicable award agreement or the applicable employment agreement.
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With respect to the performance-based portion, 50% of the award will vest on the basis of the Company’s Absolute TSR and 50% of the award will vest on the basis of the Company’s Relative TSR and the levels of performance applicable to each portion of the award are as set forth above(in each case based on actual results, as measured over the three-year performance period from January 1, 2020 to December 31, 2022). The Compensation Committee believes the performance targets (as set forth above) are rigorous but achievable and challenge our executive team to achieve consistently high performance levels, both on an Absolute TSR and Relative TSR basis. If
2022 LTIP AWARDS (2022-2024 PERFORMANCE PERIOD)
Each fiscal year, the Compensation Committee determines an aggregate target value (including the time-based and performance-based portions) for the annual LTIP award for each participant and establishes the performance conditions used for the performance-based portion of the LTIP, as well as the levels of performance (threshold, target and superior) required to be achieved under the program. The following table sets forth the 2022 LTIP Award target dollar values, as well as the dollar values for the Time-Based Awards and Performance-Based Awards granted to the Company’s named executive officers (including the threshold, target and performance-based payouts for such Performance-Based Awards), as approved by the Compensation Committee in February 2022.
Participant | 2022 LTIP Award Target ($) |
| Time-Based Award(1) |
Performance-Based Award(2) |
| |||||||||||||||||||||
Threshold (50%) | Target (100%) | Superior (200%) |
| |||||||||||||||||||||||
Edward B. Pitoniak | $ | 6,500,000 |
| $2,600,000 | $ | 1,950,000 | $ | 3,900,000 | $ | 7,800,000 |
|
|
| |||||||||||||
John W.R. Payne | $ | 2,680,000 |
| $1,072,000 | $ | 804,000 | $ | 1,608,000 | $ | 3,216,000 |
|
|
| |||||||||||||
David A. Kieske | $ | 2,782,500 |
| $1,113,000 | $ | 834,750 | $ | 1,669,500 | $ | 3,339,000 |
|
|
| |||||||||||||
Samantha S. Gallagher | $ | 2,260,000 |
| $ 904,000 | $ | 678,000 | $ | 1,356,000 | $ | 2,712,000 |
|
|
| |||||||||||||
| (1) | The number of restricted shares of common stock issued pursuant to the Time-Based Awards was determined by dividing the applicable dollar amounts by the 10-trading day volume weighted average price as of February 16, 2022. The Time-Based Awards vest in three equal installments on February 16, 2023, 2024 and 2025, subject to accelerated vesting as set forth in the 2017 Stock Incentive Plan, the applicable award agreement or the applicable employment agreement. |
| (2) | The number of PSUs issued pursuant to the Performance-Based Awards were issued at an amount equal to the target amount set forth above, with the number of restricted stock units having been determined by dividing the applicable target dollar amount of such awards by the Monte Carlo grant date fair value per share as of February 16, 2022. The Monte Carlo value was determined by an independent valuation consultant. |
54 | VICI PROPERTIES INC.— 2023 PROXY STATEMENT |
EXECUTIVE COMPENSATION |
2020 LTIP PERFORMANCE-BASED AWARD RESULTS (2020 – 2022 PERFORMANCE PERIOD)
The following table summarizes the actual performance award payouts for the named executive officers under the PSUs granted in 2020 for the three-year performance period ending on December 31, 2022.
| (1) | Reflects a 48.3% Absolute TSR performance over the three-year performance period (14.0% annualized). |
| (2) | Reflects Relative TSR performance at the 96th percentile over the three-year performance period. |
During the first quarter of 2023, the Company’s performance is belowresults were determined against the thresholdcorporate performance metrics under the 2020 LTIP PSUs and the “superior” level of one performance metric, no PSUs are earned for such portionwas achieved. Despite the significant uncertainty over the three-year performance period, including the impact of the award; however, failureCOVID-19 pandemic, adverse macroeconomic conditions and capital markets volatility, we continued to achieve thresholdgrow our business by pursuing accretive transactions and generating return for our shareholders. By continuing to expand and diversify our business, providing our stockholders with an approximately 48.3%3-year total return (14.0% annualized) and outperforming the MSCI US REIT Index (RMZ) by more than 48 percentage points over the three-year performance period, our 2020 LTIP PSUs vested at the maximum payout of one200% of target-level performance metric (i.e., failure.
STATUSOF OUTSTANDING LTIP PERFORMANCE-BASED AWARDS (PSUS)
The Compensation Committee believes that the long-term incentive compensation awards issued to achieve threshold for Absolute TSR or failurethe named executive officers pursuant to achieve threshold for Relative TSR) will not result in the forfeitureLTIP appropriately align our named executive officers’ focus on achieving the Company’s strategic objectives with the absolute and relative stockholder return expectations of our stockholders. The following table shows the status of the PSUs subject to the performance metric that is achieved. If the Company’s performance is between two levelsoutstanding as of performance (i.e., between threshold and target or between target and superior), the actual amountDecember 31, 2022, in each case measured as of the award that is earned (and the number of PSUs that will vest) will be determined based on linear interpolation. Notwithstanding the foregoing, in the event that the Company’s Absolute TSR for the performance period is negative, the number of PSUs that vest based on Relative TSR shall not exceed the threshold number of PSUs for the Relative TSR performance metric, even if the Company’s Relative TSR exceeds Relative TSR threshold performance.such date.
| (1) | Percentage shown measures performance as of December 31, 2022, although no PSUs will be earned until after the conclusion of the three-year performance period. The actual number of PSUs that will vest will be determined at the end of the applicable three-year performance period (i) from January 1, 2022 to December 31, 2024 for the 2022 PSUs and (ii) from January 1, 2021 to December 31, 2023 for the 2021 PSUs. |
| (2) | The three-year performance period for the 2020 PSUs concluded on December 31, 2022. See “2020 LTIP Awards (Performance Period 2020 – 2022)” above for additional detail on the level of achievement with respect to the performance conditions for the 2020 PSUs. |
| 55 |
EXECUTIVE COMPENSATION |
Results from 2022 Say-on-Pay Vote
| We provide our stockholders an annual opportunity to indicate whether they support our compensation practices for our named executive officers (i.e., a “say-on-pay” vote). As previously reported, there was strong support by stockholders at our 2022 annual meeting of stockholders for the compensation program, with approximately 96% of the votes cast on our say-on-pay proposal voted in favor of the advisory vote to approve our named executive officer compensation. The Compensation Committee appreciates and values the views of our stockholders. After considering our 2022 say-on-pay voting results and the advice from our compensation consultant, the Compensation Committee continues to believe that our executive compensation program and philosophy are properly |  | |
| aligned with the interests of our stockholders. Accordingly, no significant changes were made to the executive compensation program as a result of the advisory vote. The Compensation Committee expects to consider future annual say-on-pay votes and investor feedback when making decisions relating to our executive compensation program, policies and practices. | ||
Other Compensation Program Elements and Policies
PERQUISITESAND OTHER BENEFITS
We maintain medical, dental and vision insurance, life insurance, and accidental death and disability insurance for all of our full-time employees. Executives are eligible to participate in the same welfare benefit plans as our other full-time employees and are covered by the same vacation, leave of absence and similar policies. We doAs of December 31, 2022, we did not offer any perquisites or other benefits to our executive officers that are not generally available to our other employees.
SEVERANCE BENEFITS
In order to achieve our compensation objective of attracting, retaining and motivating high-performing executives, we believe that we need to provide our named executive officers with severance protection. We are party to employment agreements with each of our named executive officers. Pursuant to the employment agreements, each of our named executive officers is entitled to certain severance benefits based on the nature of their termination. See “—Compensation Tables and Arrangements—Employment Agreements with Executive Officers” and “—Compensation Tables and Arrangements—Potential Payments Upon Termination or Change in Control” below for further information regarding severance benefits payable to the named executive officers upon termination or change in control.
EXECUTIVE STOCK OWNERSHIP GUIDELINES
The Board of Directors adopted stock ownership guidelines for our executive officers pursuant to which such individuals are expected to attain minimum levels of equity ownership. For purposes of this requirement, an executive officer’s equity ownership includes: (a) shares of common stock or preferred stock; (b) partnership interests in VICI Properties L.P., the Company’s operating partnership (the “Operating Partnership”); and (c) (i) time-based restricted stock (whether vested or unvested), (ii) time-based restricted stock units (whether vested or unvested), (iii) performance-based restricted stock (whether vested or unvested and assuming target performance); and (iv) performance-based restricted stock units (whether vested or unvested and assuming target performance). Individuals subject to these guidelines have until the fifth anniversary of (a) February 12, 2019 (the date the Company adopted the stock ownership guidelines) or (b) the date he or she first becomes subject to the applicable ownership guideline level to attain the requisite level of ownership. We also require our executive officers to maintain meaningful stock ownership through a combination of vesting and/or post-vesting transfer restrictions on certain equity grants. The target ownership level of Company equity pursuant to the stock ownership guidelines is expressed as a multiple of base salary as set forth below.
| |||||
| |||||
| |||||
DIRECTOR STOCK OWNERSHIP GUIDELINES
The Board of Directors has also adopted stock ownership guidelines for our directors pursuant to which such individuals are expected to attain minimum levels of equity ownership, since a significant ownership stake leads to stronger alignment of interests between the directors and stockholders of the Company. Our directors are required, within five years of joining the Board of Directors, to accumulate equity ownership at a value equal to three times the value of the annual Board stock retainer of $225,000. For purposes of this requirement, a director’s equity ownership includes the same securities as those that qualify under the executive stock ownership guidelines described above.
|
|
|
NO PLEDGING POLICY
We believe that equity ownership fosters an atmosphere where directors and officers “think like owners” and are motivated to increase the long-term value of the Company by aligning their interests with those of the Company’s stockholders. Accordingly, we have adopted a robust policy (pursuant to our Insider Trading Policy) prohibiting each of our directors, executive officers and other employees from purchasing any Company securities on margin, holding any Company securities in a margin account or pledging Company securities as collateral for a loan.
NO HEDGING POLICY
Our Insider Trading Policy specifically prohibits our directors, executive officers and other employees from (i) engaging in hedging or monetization transactions involving our securities, including prepaid variable forward contracts, equity swaps, collars, and exchange funds; (ii) trading in options, puts, calls or other similar instruments involving our securities; and (iii) engaging in short sales of our securities.
CLAWBACK POLICY
We have adopted a clawback policy regarding the recoupment of incentive compensation if an executive officer willfully commits an illegal act, fraud, intentional misconduct or gross recklessness that causes a mandatory restatement of our financials. If the Board of Directors (or the Compensation Committee, if designated by the Board of Directors) determines that the Company was required to file a mandatory restatement of our financial results due to an executive officer’s willful commission of an illegal act, fraud, intentional misconduct or gross recklessness, the Board of Directors (or the Compensation Committee, if designated by the Board of Directors) will review the incentive compensation paid, granted, vested or accrued based on the prior inaccurate results and determine whether to recoup all or any part of the incentive compensation that is based in whole or in part on the achievement of financial results by the Company, including, but not limited to any cash bonus, incentive arrangement or equity award, but excluding salary. In particular, Time-Based Awards and PSUs (and any related dividend equivalents) are subject to recoupment in accordance with our current clawback policy, or any clawback or recoupment policy that we are otherwise required to adopt pursuant to the listing standards of any national securities exchange or association on which our securities are listed or as otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. Our current clawback policy is currently under review and will be updated, as appropriate, in accordance with the SEC’s recently adopted final clawback rules and the NYSE’s related listing standards.
56 | VICI PROPERTIES INC.— 2023 PROXY STATEMENT |
EXECUTIVE COMPENSATION |
STOCK OWNERSHIP GUIDELINES
EXECUTIVE OFFICERS
Our executive officers are subject to stock ownership guidelines pursuant to which such individuals are expected to attain minimum levels of equity ownership, since a significant ownership stake leads to stronger alignment of interests between such individuals and the stockholders of the Company. Individuals subject to these guidelines have until the fifth anniversary of the date such individual first becomes subject to the applicable ownership guideline level to attain the requisite level of ownership. The target ownership level of Company equity pursuant to the stock ownership guidelines for executive officers is expressed as a multiple of base salary, as set forth below. In February 2022, the Board of Directors approved an amendment to our executive stock ownership guidelines to increase the minimum stock ownership requirement for our CEO from five times to six times his base salary.
Position | Multiple | As of December 31, 2022, all of our executive officers subject to the stock ownership guidelines exceeded their ownership requirements. | ||
Chief Executive Officer | 6x base salary | |||
Other Executive Officers | 3x base salary | |||
NON-EMPLOYEE DIRECTORS
Pursuant to our stock ownership guidelines for our non-employee directors, non-employee directors are required to, within five years of joining the Board of Directors, accumulate ownership of the Company’s equity having a value equal to five times the directors’ annual Board base cash retainer, following the Board of Directors’ approval of an amendment to our director stock ownership guidelines in April 2022.
Position | Multiple | As of December 31, 2022, all of our non-employee directors exceeded their ownership requirements. | ||
Non-Employee Directors | 5x annual base cash retainer | |||
QUALIFYING OWNERSHIP
For purposes of these requirements, pursuant to an amendment to our stock ownership guidelines approved by the Board of Directors in October 2022, an individual’s equity ownership includes: (a) shares of common stock or preferred stock of the Company; (b) limited liability company interests in VICI Properties OP LLC, the Company’s operating partnership; and (c)(i) time-based restricted stock (whether vested or unvested), (ii) time-based restricted stock units (whether vested or unvested), (iii) earned performance-based restricted stock (whether vested or subject only to time-based vesting), and (iv) earned performance-based restricted stock units (whether vested or subject only to time-based vesting), but excludes (a) unearned performance-based restricted stock, (b) shares of common stock underlying unearned performance-based restricted stock units, (c) unexercised stock options and (d) unexercised stock appreciation rights. We also require our executive officers to maintain meaningful stock ownership through a combination of vesting and/or post-vesting transfer restrictions on certain equity grants.
NO PLEDGING POLICY
We believe that equity ownership fosters an atmosphere where directors and officers “think like owners” and are motivated to increase the long-term value of the Company by aligning their interests with those of the Company’s stockholders. Accordingly, we have adopted a robust policy (pursuant to our Insider Trading Policy) prohibiting each of our directors, executive officers and other employees from purchasing any Company securities on margin, holding any Company securities in a margin account or pledging Company securities as collateral for a loan.
NO HEDGING POLICY
Our Insider Trading Policy specifically prohibits our directors, executive officers and other employees from (i) engaging in hedging or monetization transactions involving our securities, including prepaid variable forward contracts, equity swaps, collars, and exchange funds; (ii) trading in options, puts, calls or other similar instruments involving our securities; and (iii) engaging in short sales of our securities.
| 57 |
EXECUTIVE COMPENSATION |
RISK ASSESSMENTOF COMPENSATION PROGRAMS
The Compensation Committee’s responsibilities include, among others, oversight of risks related to our compensation practices and plans to ensure that such practices and plans are designed with an appropriate balance of risk and reward in relation to our overall business strategy and do not encourage excessive or unnecessary risk-taking behavior.
The Compensation Committee reviewed and considered risks arising from our compensation policies and practices for the Company’s employees. This review included consideration of the following specific elements of the Company’s executive compensation policies and procedures:
the executive compensation program is structured as a balanced mix between fixed and variable, annual and long-term, and cash and equity compensation;
| • | the executive compensation program is structured as a balanced mix between fixed and variable, annual and long-term, and cash and equity compensation; |
the STIP and LTIP are each based upon pre-existing, defined goals set at the beginning of the two-year or three-year performance period, as applicable;
| • | the STIP and LTIP are each based upon formulaic, defined goals set at the beginning of the two-year or three-year performance period, as applicable, with significant goal rigor; |
the STIP is based on a metric that incentivizes accretive transactions that result in AFFO growth;
| • | the STIP is based on a metric that incentivizes accretive transactions that result in AFFO per share growth; |
the LTIP performance goals include both absolute and relative-to-peer performance;
| • | the LTIP performance goals include both absolute and relative-to-peer performance; |
the STIP and LTIP include maximum payouts for each executive;
| • | the STIP and LTIP performance criteria focus on both operating and market-based measures and include maximum payouts for each executive; |
the equity incentive awards are based on multi-year performance periods and require multi-year vesting, which encourages focus on sustained growth and earnings;
| • | the equity incentive awards are based on multi-year performance periods and require multi-year vesting, with overlapping cycles, which encourages focus on sustained growth and earnings; |
the Company maintains executive stock ownership guidelines that mandate meaningful equity ownership by executive officers; and
| • | the Company maintains executive stock ownership guidelines that mandate meaningful equity ownership by executive officers, as well as anti-pledging and anti-hedging policies; and |
the executive compensation program includes an appropriate clawback policy regarding the recoupment of incentive compensation if an executive officer willfully commits an illegal act, fraud, intentional misconduct or gross recklessness that causes a mandatory restatement of our financials.
| • | the executive compensation program includes an appropriate clawback policy regarding the recoupment of incentive compensation if an executive officer willfully commits an illegal act, fraud, intentional misconduct or gross recklessness that causes a mandatory restatement of our financials. |
Based on the foregoing, we do not believe that our compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company. We also believe that our incentive compensation arrangements provide incentives that do not encourage risk-takingbehaviors that create material risk beyond the Company’s ability to effectively identify and manage significant risks, are compatible with effective internal controls and are supported by the oversight of the Compensation Committee with regard to executive compensation programs.
58
| VICI PROPERTIES INC.—
|
EXECUTIVE COMPENSATION |
COMPENSATION TABLES AND ARRANGEMENTS
20202022 Summary Compensation Table
This Summary Compensation Table summarizes the total compensation paid or earned by each of our named executive officers for the years ended December 31, 2020,2022, December 31, 20192021 and December 31, 2018.2020.
| Year | Salary ($) | Bonus ($) | Stock Awards | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | Year | Salary ($) | Bonus ($) | Stock Awards | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Edward B. Pitoniak Chief Executive Officer | 2020 | $ 875,000 | $ | — | $3,456,250 | td,625,000 | td2,408 | $6,968,658 | 2022 | 1,000,000 | — | 6,500,000 | 4,000,000 | 13,494 | 11,513,494 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2019 | $ 765,000 | $ | — | td,868,750 | td,912,500 | $ 9,408 | $5,555,658 | 2021 | 900,000 | — | 4,050,000 | 2,700,000 | 12,894 | 7,662,894 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2018 | $ 725,000 | $ | — | td,812,500 | td,003,182 | td5,479 | $3,566,161 | 2020 | 875,000 | — | 3,456,250 | 2,625,000 | 12,408 | 6,968,658 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
John W.R. Payne President and Chief Operating Officer | 2020 | td,200,000 | $ | — | td,500,000 | td,800,000 | td2,408 | $4,512,408 | 2022 | 1,200,000 | — | 2,680,000 | 2,040,000 | 13,494 | 5,933,494 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2019 | td,200,000 | $ | — | $ 900,000 | td,800,000 | $ 9,408 | $3,909,408 | 2021 | 1,200,000 | — | 1,560,000 | 1,800,000 | 12,894 | 4,572,894 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2018 | td,200,000 | $ | — | td,114,521 | td,245,330 | td2,489 | $3,572,340 | 2020 | 1,200,000 | — | 1,500,000 | 1,800,000 | 12,408 | 4,512,408 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
David A. Kieske Executive Vice President, Chief | 2020 | $ 515,000 | $ | — | td,390,500 | td,030,000 | td2,408 | td,947,908 | 2022 | 575,000 | — | 2,782,500 | 1,437,500 | 13,494 | 4,808,494 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2019 | $ 475,000 | $ | — | $ 950,000 | $ 902,500 | $ 9,408 | td,336,908 | 2021 | 530,000 | — | 1,563,500 | 1,060,000 | 12,894 | 3,166,394 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2018 | $ 450,000 | $ | 150,000 | (4) | td,075,000 | $ 529,265 | td5,099 | td,219,364 | 2020 | 515,000 | — | 1,390,500 | 1,030,000 | 12,408 | 2,947,908 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Samantha S. Gallagher Executive Vice President, General | 2020 | $ 450,000 | $ | — | $ 967,500 | $ 900,000 | td2,408 | td,329,908 | 2022 | 525,000 | — | 2,260,000 | 1,050,000 | 13,494 | 3,848,494 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2019 | $ 405,000 | $ | — | $ 708,750 | $ 729,000 | $ 9,408 | td,852,158 | 2021 | 470,000 | — | 1,081,000 | 940,000 | 12,894 | 2,503,894 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2018 | $ 245,540 | $ | — | $ 717,050 | $ 450,463 | $59,896 | td,472,949 | 2020 | 450,000 | — | 967,500 | 900,000 | 12,408 | 2,329,908 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (1) | The amounts in the Stock Awards column reflect the aggregate grant date fair value of time-based awards and performance-based restricted stock units, calculated in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 13 to the Company’s audited financial statements for the year ended December 31, |
Name | Year | 2020 LTIP Award (Time- Based) | 2020 LTIP Award | Year | 2022 LTIP Award (Time- Based) ($) | 2022 LTIP Award | ||||||||||||||||||||||||
Edward B. Pitoniak | 2020 | $ | 1,382,500 | $ | 2,073,750 | 2022 | 2,600,000 | 3,900,000 | ||||||||||||||||||||||
John W.R. Payne | 2020 | $ | 600,000 | $ | 900,000 | 2022 | 1,072,000 | 1,608,000 | ||||||||||||||||||||||
David A. Kieske | 2020 | $ | 556,200 | $ | 834,300 | 2022 | 1,113,000 | 1,669,500 | ||||||||||||||||||||||
Samantha S. Gallagher | 2020 | $ | 387,000 | $ | 580,500 | 2022 | 904,000 | 1,356,000 | ||||||||||||||||||||||
| (a) | If the maximum level of performance was achieved, the grant date fair value of the PSU would be |
| (2) | The amounts shown in the Non-Equity Incentive Plan Compensation column reflect the cash award that each named executive officer earned (i) in 2022, which was paid in February 2023, (ii) in 2021, which was paid in February 2022, and (iii) in 2020, which was paid in February 2021, |
| (3) | The amounts shown in the All Other Compensation column for the year ended December 31, |
| (a) | group life insurance premiums of |
| (b) | company matching contributions under our 401(k) plan of |
|
|
|
59
|
| EXECUTIVE COMPENSATION |
|
20202022 Grants of Plan-Based Awards
The following table sets forth information regarding grants of plan-based awards to each of our named executive officers during the year ended December 31, 2020.2022.
Estimated Future Payouts Under Non- |
Estimated Future Payouts(2) Under Equity Incentive Plan | All Other Stock Awards: Number of Shares (#) | Grant Date Fair Value of Stock and Option Awards(4) ($) |
Estimated Future Payouts Under Non- |
Estimated Future Payouts(2) Under Equity Incentive Plan | All Other Stock Awards: Number of Shares (#) | Grant Date Fair Value of Stock and Option Awards(4) ($) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name | Grant Date | Threshold ($) | Target ($) | Superior ($) | Threshold (#) | Target (#) | Superior (#) | Grant Date | Threshold ($) | Target ($) | Superior ($) | Threshold (#) | Target (#) | Superior (#) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Edward B. Pitoniak | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
STIP Award |
| 656,250 |
|
| 1,312,500 |
|
| 2,625,000 |
|
| 1,000,000 |
|
| 2,000,000 |
|
| 4,000,000 |
| — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
LTIP—Time-Based Award |
| 2/29/20 |
|
| 52,284 |
|
| 1,382,500 |
|
| 2/16/2022 |
| — | — | — | — | — | — |
| 91,566 |
|
| 2,600,000 |
| ||||||||||||||||||||||||||||||||||||||||||||||||
LTIP—PSUs |
| 2/29/20 |
|
| 52,105 |
|
| 104,209 |
|
| 208,418 |
|
| 2,073,750 |
|
| 2/16/2022 |
| — | — | — |
| 67,219 |
|
| 134,437 |
|
| 268,874 |
| — |
| 3,900,000 |
| ||||||||||||||||||||||||||||||||||||||
John W.R. Payne | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
STIP Award |
| 450,000 |
|
| 900,000 |
|
| 1,800,000 |
|
| 510,000 |
|
| 1,020,000 |
|
| 2,040,000 |
| — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
LTIP—Time-Based Award |
| 2/29/20 |
|
| 22,691 |
|
| 600,000 |
|
| 2/16/2022 |
| — | — | — | — | — | — |
| 37,753 |
|
| 1,072,000 |
| ||||||||||||||||||||||||||||||||||||||||||||||||
LTIP—PSUs |
| 2/29/20 |
|
| 22,614 |
|
| 45,227 |
|
| 90,454 |
|
| 900,000 |
|
| 2/16/2022 |
| — | — | — |
| 27,715 |
|
| 55,430 |
|
| 110,860 |
| — |
| 1,608,000 |
| ||||||||||||||||||||||||||||||||||||||
David A. Kieske | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
STIP Award |
| 257,500 |
|
| 515,000 |
|
| 1,030,000 |
|
| 359,375 |
|
| 718,750 |
|
| 1,437,500 |
| — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
LTIP—Time-Based Award |
| 2/29/20 |
|
| 21,035 |
|
| 556,200 |
|
| 2/16/2022 |
| — | — | — | — | — | — |
| 39,197 |
|
| 1,113,000 |
| ||||||||||||||||||||||||||||||||||||||||||||||||
LTIP—PSUs |
| 2/29/20 |
|
| 20,963 |
|
| 41,925 |
|
| 83,850 |
|
| 834,300 |
|
| 2/16/2022 |
| — | — | — |
| 28,775 |
|
| 57,550 |
|
| 115,100 |
| — |
| 1,669,500 |
| ||||||||||||||||||||||||||||||||||||||
Samantha S. Gallagher | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
STIP Award |
| 225,000 |
|
| 450,000 |
|
| 900,000 |
|
| 262,500 |
|
| 525,000 |
|
| 1,050,000 |
| — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
LTIP—Time-Based Award |
| 2/29/20 |
|
| 14,636 |
|
| 387,000 |
|
| 2/16/2022 |
| — | — | — | — | — | — |
| 31,837 |
|
| 904,000 |
| ||||||||||||||||||||||||||||||||||||||||||||||||
LTIP—PSUs |
| 2/29/20 |
|
| 14,586 |
|
| 29,171 |
|
| 58,342 |
|
| 580,500 |
|
| 2/16/2022 |
| — | — | — |
| 23,372 |
|
| 46,743 |
|
| 93,486 |
| — |
| 1,356,000 |
| ||||||||||||||||||||||||||||||||||||||
| (1) | The amounts shown in these columns represent the range of potential payouts (threshold, target and superior) of cash compensation under our STIP for our named executive officers for |
| (2) | The amounts shown in these columns represent the possible number of PSUs granted under the LTIP that may be earned and vest based upon the level of achievement of the applicable performance measures. As described in further detail under the section entitled “—Compensation Discussion and Analysis—Elements of Executive Compensation—Long-Term Incentive Program,” the PSUs vest based upon the achievement of Absolute TSR and Relative TSR goals measured over the three-year performance period from January 1, |
| (3) | The amounts shown in this column represent time-based restricted stock awards granted to the named executive officers under the |
| (4) | Amounts represent the grant date fair value calculated in accordance with FASB ASC Topic 718. Generally, the grant date fair value of the time-based restricted stock is determined using the fair value of the underlying common stock on the grant date. The grant date fair value of the PSUs was determined using a Monte Carlo valuation conducted by an independent valuation consultant. |
60
| VICI PROPERTIES INC.—
|
EXECUTIVE COMPENSATION |
Outstanding Equity Awards at Year-End
The following table sets forth information regarding outstanding equity awards for each of our named executive officers as of December 31, 2020.2022.
| Stock Awards | Performance Awards | ||||||||||||||||||||||||||||
Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(2) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($) | ||||||||||||||||||||||||
Edward B. Pitoniak | 10/6/17 | 21,187 | (4) | 540,269 |
|
|
|
|
|
|
|
| |||||||||||||||||
| 8/29/18 | 11,662 | (5) | 297,381 |
|
|
|
|
|
|
|
| |||||||||||||||||
| 2/12/19 | 35,551 | (6) | 906,551 |
|
|
|
|
|
|
|
| |||||||||||||||||
| 2/12/19 |
|
|
|
|
|
|
| 151,786 | (7) | 3,870,543 |
| |||||||||||||||||
| 2/29/20 | 52,284 | (8) | 1,333,242 |
|
|
|
|
|
|
|
| |||||||||||||||||
| 2/29/20 |
|
|
|
|
|
|
| 104,209 | (9) | 2,657,330 | (7) |
| ||||||||||||||||
John W.R. Payne | 2/26/18 | 5,353 | (10) | 136,502 |
|
|
|
|
|
|
|
| |||||||||||||||||
| 8/29/18 | 5,791 | (5) | 147,671 |
|
|
|
|
|
|
|
| |||||||||||||||||
| 2/12/19 | 11,154 | (6) | 284,427 |
|
|
|
|
|
|
|
| |||||||||||||||||
| 2/12/19 |
|
|
|
|
|
|
| 47,620 | (7) | 1,214,310 |
| |||||||||||||||||
| 2/29/20 | 22,691 | (8) | 578,621 |
|
|
|
|
|
|
|
| |||||||||||||||||
| 2/29/20 |
|
|
|
|
|
|
| 45,227 | (9) | 1,153,289 |
| |||||||||||||||||
David A. Kieske | 11/27/17 | 6,739 | (11) | 171,845 |
|
|
|
|
|
|
|
| |||||||||||||||||
| 2/26/18 | 9,981 | (10) | 254,516 |
|
|
|
|
|
|
|
| |||||||||||||||||
| 8/29/18 | 4,344 | (5) | 110,772 |
|
|
|
|
|
|
|
| |||||||||||||||||
| 2/12/19 | 11,773 | (6) | 300,212 |
|
|
|
|
|
|
|
| |||||||||||||||||
| 2/12/19 |
|
|
|
|
|
|
| 50,266 | (7) | 1,281,783 |
| |||||||||||||||||
| 2/29/20 | 21,035 | (8) | 536,393 |
|
|
|
|
|
|
|
| |||||||||||||||||
| 2/29/20 |
|
|
|
|
|
|
| 41,925 | (9) | 1,069,088 |
| |||||||||||||||||
Samantha S. Gallagher | 5/11/18 | 5,445 | (12) | 138,848 |
|
|
|
|
|
|
|
| |||||||||||||||||
| 8/29/18 | 3,327 | (5) | 84,839 |
|
|
|
|
|
|
|
| |||||||||||||||||
| 2/12/19 | 8,784 | (6) | 223,992 |
|
|
|
|
|
|
|
| |||||||||||||||||
| 2/12/19 |
|
|
|
|
|
|
| 37,500 | (7) | 956,250 |
| |||||||||||||||||
| 2/29/20 | 14,636 | (8) | 373,218 |
|
|
|
|
|
|
|
| |||||||||||||||||
|
| 2/29/20 |
|
|
|
|
|
|
| 29,171 | (9) | 743,861 |
| |||||||||||||||||
| Stock Awards | Performance Awards | |||||||||||||||||||||||||||||
Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(2) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($) | |||||||||||||||||||||||||
Edward B. Pitoniak | 2/29/20 | 17,428 | (4) | 564,667 | — | — |
|
|
| |||||||||||||||||||||
| 2/17/21 | 40,114 | (5) | 1,299,694 | — | — |
|
|
| |||||||||||||||||||||
| 2/17/21 | — | — | 170,348 | (6) | 5,519,275 |
|
|
| |||||||||||||||||||||
| 2/16/22 | 91,566 | (7) | 2,966,738 | — | — |
|
|
| |||||||||||||||||||||
| 2/16/22 | — | — | 268,874 | (8) | 8,711,518 |
|
|
| |||||||||||||||||||||
John W.R. Payne | 2/29/20 | 7,564 | (4) | 245,074 | — | — |
|
|
| |||||||||||||||||||||
| 2/17/21 | 15,452 | (5) | 500,645 | — | — |
|
|
| |||||||||||||||||||||
| 2/17/21 | — | — | 65,616 | (6) | 2,125,958 |
|
|
| |||||||||||||||||||||
| 2/16/22 | 37,753 | (7) | 1,223,197 | — | — |
|
|
| |||||||||||||||||||||
| 2/16/22 | — | — | 110,860 | (8) | 3,591,864 |
|
|
| |||||||||||||||||||||
David A. Kieske | 2/29/20 | 7,012 | (4) | 227,189 | — | — |
|
|
| |||||||||||||||||||||
| 2/17/21 | 15,486 | (5) | 501,746 | — | — |
|
|
| |||||||||||||||||||||
| 2/17/21 | — | — | 65,764 | (6) | 2,130,754 |
|
|
| |||||||||||||||||||||
| 2/16/22 | 39,197 | (7) | 1,269,983 | — | — |
|
|
| |||||||||||||||||||||
| 2/16/22 | — | — | 115,100 | (8) | 3,729,240 |
|
|
| |||||||||||||||||||||
Samantha S. Gallagher | 2/29/20 | 4,879 | (4) | 158,080 | — | — |
|
|
| |||||||||||||||||||||
| 2/17/21 | 10,708 | (5) | 346,939 | — | — |
|
|
| |||||||||||||||||||||
| 2/17/21 | — | — | 45,468 | (6) | 1,473,163 |
|
|
| |||||||||||||||||||||
| 2/16/22 | 31,837 | (7) | 1,031,519 | — | — |
|
|
| |||||||||||||||||||||
|
| 2/16/22 | — | — | 93,486 | (8) | 3,028,946 |
|
|
| |||||||||||||||||||||
| (1) | Value is determined by multiplying the number of unvested shares of restricted common stock by |
| (2) | The actual number of PSUs that will vest for each three-year performance period will be determined at the end of the applicable three-year performance period. With respect to each award, no discount has been taken to reflect risk of forfeiture or restrictions on transferability. In addition, these amounts exclude the PSU awards granted on |
| (3) | Reflects the number of unearned/unvested PSUs calculated pursuant to footnote (2) above and multiplied by |
| (4) | Represents the |
|
| (5) | Represents the time-based portion of the 2021 LTIP award granted to each named executive officer, which vests ratably over three years with 33.33% of the award having vested on February 17, 2022, and the remaining 66.67% vesting ratably on February 17, 2023 and 2024. |
| (6) | Represents the PSU portion of the 2021 LTIP award granted to each named executive officer, which vest, if at all, on the basis of Absolute TSR and Relative TSR goals measured over the three-year performance period from January 1, 2021 to December 31, |
| (7) | Represents the time-based portion of the 2022 LTIP award granted to each named executive officer, which vests ratably over three years on February 16, 2023, 2024 and 2025. |
| (8) | Represents the PSU portion of the 2022 LTIP award granted to each named executive officer, which vest, if at all, on the basis of Absolute TSR and Relative TSR goals measured over the three-year performance period from January 1, 2022 to December 31, 2024. Assuming the performance period had terminated and been valued as of December 31, 2022, these PSUs would have been earned and vested at 200% of target and, accordingly, are disclosed above in accordance with SEC rules based on achieving performance goals at such level. |
|
61
|
| EXECUTIVE COMPENSATION |
|
|
|
|
|
|
|
|
2020 Option Exercises and Stock Vested
The following table sets forth information regarding the vesting of restricted stock for the named executive officers during the year ended December 31, 2020.2022. None of the named executive officers held or exercised any stock options in 2020.2022.
| Stock Awards | ||||||||||||
Name | Number of Shares Acquired on | Value Realized on Vesting(2) | ||||||||||
Edward B. Pitoniak | 168,896 | $4,208,969 | ||||||||||
John W.R. Payne | 72,771 | $1,813,009 | ||||||||||
David A. Kieske | 66,004 | $1,654,758 | ||||||||||
Samantha S. Gallagher | 44,180 | $1,081,841 | ||||||||||
| Stock Awards | ||||||||||||
Name | Number of Shares Acquired on | Value Realized on Vesting ($)(2) | ||||||||||
Edward B. Pitoniak | 263,678 | 8,321,331 | ||||||||||
John W.R. Payne | 113,997 | 3,599,308 | ||||||||||
David A. Kieske | 109,483 | 3,445,161 | ||||||||||
Samantha S. Gallagher | 75,689 | 2,378,017 | ||||||||||
| (1) | This column represents the aggregate number of shares acquired on vesting of existing stock awards, including the PSU awards granted on |
| (2) | This column represents the value realized on vesting as calculated by multiplying the closing price of our common stock on the day prior to each vestingdateby the number of shares that |
|
|
|
Employment Agreements with Executive Officers
In 2019, we entered into amended and restated employment agreements with each of our named executive officers (each, an “employment agreement” and collectively, the “employment agreements”), which agreements are summarized below, in order to harmonize the terms between all such agreements and create a uniform form of employment agreement for all named executive officers, including providing for onea consistent expiration datedate. The form of December 31, 2022.agreement is summarized below, with certain key terms specific to each named executive officer’s employment agreement set forth in the following table. The summariessummary and information below areis not complete and areis qualified in theirits entirety by reference to the full text of the employment agreements, which are included as exhibits to the 20202022 Annual Report.
CSHIEFUMMARYOF EXECUTIVEMPLOYMENT OAFFICERGREEMENTS
Mr. Pitoniak’sEach of the employment agreement providesagreements provide for a term that initially endswas scheduled to end on December 31, 2022, which term will be automatically extendedsubject to automatic extension by successive one-year terms at the end of the then-current term unless either VICI or the individual party provides 180 days’ advance notice of non-renewal. On December 31, 2022, each employment agreement was automatically extended for one year in accordance with the terms of each of the agreements. Under the terms of the employment agreement, Mr. Pitoniakagreements, each executive officer is entitled to receivereceive: (i) an annual base salary, (ii) annual incentive compensation comprised of at least $765,000a cash bonus, with a specified target value and maximum value (as a percentage of base salary), and (iii) equity awards with a specified target value (as a percentage of base salary) (in each case, as may be subsequently increased from time to time as disclosed herein).
If an executive officer’s employment is terminated by us without “cause” or by the individual for “good reason” (each as defined in the respective employment agreement), such executive officer is entitled to certain severance benefits, subject to execution of a separation agreement and release. The severance benefits include (1) cash severance equal to a certain percentage of base salary and the target bonus for the year of termination, paid over 12 months, (2) so long as the Company is generally paying bonuses to its employees in the applicable year, a pro-rata cash bonus for the year of termination, (3) a specified cash payment, (4) accelerated vesting of time-based equity awards, (5) non-forfeiture of a pro-rata portion of outstanding performance-based equity until the end of the applicable performance period, at which time it may vest based on achievement of the performance goals, and (6) the lapsing of any transfer restrictions on vested equity awards. If the termination is within six months before or 12 months after a “change in control” (as defined in the respective employment agreement) of the Company, the above severance is further modified as follows: (i) the cash severance is increased as a percentage of base salary and target bonus and is paid in a lump sum rather than over 12 months, (ii) the pro-rata cash bonus is payable whether or not the Company is generally paying bonuses to its employees in the applicable year, (iii) non-forfeiture of all (rather than a pro-rata portion of) outstanding performance-based equity awards until the end of the applicable performance period, at which time the awards may vest based on achievement of the performance goals, prorated through the date of termination, and (iv) the amount of the specified cash payment is increased (except with respect to Mr. PitoniakPitoniak).
If an executive officer’s employment is also eligibleterminated due to their death or “disability” (as defined in the respective employment agreement), such executive officer will be entitled to receive a pro-rata cash bonus for the year of termination, all time-based equity awards will vest and any transfer restrictions on vested equity awards will lapse. If an executive officer’s employment is terminated because we elect not to renew the term of the employment agreement, all time-based equity awards will vest, all transfer restrictions on vested equity awards will lapse and any performance-based equity will be treated as set forth in the Company’s long-term incentive program and be no less favorable than other
62 | VICI PROPERTIES INC.— 2023 PROXY STATEMENT |
EXECUTIVE COMPENSATION |
similarly situated executives (or with respect to Mr. Kieske and Ms. Gallagher, other Executive Vice Presidents) of the Company but such executive officer will not be entitled to any cash severance.
Certain key terms of each employment agreement in accordance with the above summary (in each case, as may be subsequently increased from time to time as disclosed herein) are set forth below:
CHIEF EXECUTIVE OFFICER
Mr. Pitoniak’s employment agreement provided for an initial annual base salary of $765,000, with initial annual incentive compensation comprised of a cash bonus with a target value of 125% of his base salary and a maximum value of 250% of his base salary, and equity awards with a target value of at least 375% of Mr. Pitoniak’s base salary (in each case, as subsequently increased from time to time as disclosed herein).
If With respect to Mr. Pitoniak’s employment is terminated by us without “cause” (as defined in the employment agreement), or by him for “good reason” (as defined in the employment agreement),severance benefits, he is entitled to certain severance benefits set forth below, subject to his executing a separation agreement and release. The severance benefits include (1) cash severance equal to the sum of 150% of base salary and the target bonus for the year of termination, paid over 12 months (2) so long as the Company is generally paying bonuses to its employeesand a cash payment in the applicable year, a pro-rata cash bonus for the yearamount of termination, (3) a $40,000 cash payment, (4) accelerated vesting of time-based equity awards, (5) non-forfeiture of a pro-rata portion of outstanding performance-based equity until the end of the applicable performance period, at which time it may vest based on achievement of the performance goals and (6) the lapsing of any transfer restrictions on vested equity awards.$40,000. If the termination is within six months before or 12 months afterin connection with a change in control (as defined in the employment agreement) of the Company, the above severance, Mr. Pitoniak is modified as follows: (i) theentitled to increased cash severance is increasedequal to the sum of 200% of base salary and target bonus and is paid in a lump sum rather than over 12 months, (ii) the pro-rata cash bonus is payable whether or not the Company is generally paying bonuses to its employees in the applicable year and (iii) non-forfeiture of all (rather than a pro-rata portion of) outstanding performance based equity awards until the end of the applicable performance period, at which time the awards may vest based on achievement of the performance goals, prorated through the date of termination.
If Mr. Pitoniak’s employment is terminated due to his death or “disability” (as defined in the employment agreement), he will be entitled to receive a pro-rata cashtarget bonus for the year of termination, all time-based equity awards will vest and any transfer restrictions on vested equity awards will lapse. If Mr. Pitoniak’s employment is terminated because we elect not to renew the term of the employment agreement, all time-based equity awards will vest, all transfer restrictions on vested equity awards will lapse and any performance-based equity will be treated as set forth in the Company’s long-term incentive program and be no less favorable than other similarly situated executives of the Operating Partnership, but he will not be entitled to any cash severance. The specific terms of Mr. Pitoniak’s equity grants made in 2020 are described in “Compensation Discussion and Analysis—Elements of Executive Compensation—Long-Term Incentive Program—Performance-Based Portion of LTIP Award.”
termination. Mr. Pitoniak’s employment agreement provides for customary non-competition and non-solicitation covenants that apply for one year after his termination of employment, except that if a termination of employment results from Mr. Pitoniak giving a notice of non-renewal, the non-competition period applies for three months after the date of termination, and if a termination of employment results from the Company’s decision not to renew the applicable employment agreement, the non-competition period ends on the date of termination.
PRESIDENTAND CHIEF OPERATING OFFICER
Mr. Payne’s employment agreement providesprovided for a term that initially ends on December 31, 2022, which term will be automatically extended by successive one-year terms at the end of the then-current term unless either party provides 180 days’ advance notice of non-renewal. Under the terms of the employment agreement, Mr. Payne is entitled to receive an initial annual base salary of at least $1,200,000, (as subsequently increased from time to time as disclosed herein). Mr. Payne also is eligible to receivewith initial annual incentive compensation comprised of a cash bonus with a target value of 75% of his base salary and a maximum value of 150% of his base salary, and, commencing in 2020, equity awards with a target value of at least 125% of Mr. Payne’s base salary (in each case, as subsequently increased from time to time as disclosed herein).
If With respect to Mr. Payne’s employment is terminated by us without “cause” (as defined in the employment agreement), by him for “good reason” (as defined in the employment agreement), or due to our non-renewal of the employment term, he will be entitled to certain severance benefits, set forth below, subjecthe is entitled to his executing a separation agreement and release. The severance benefits include (1) cash severance equal to
|
|
|
the sum of 125% of base salary and the target bonus for the year of termination, paid over 12 months, (2) so long as the Company is generally paying bonuses to its employeesand a cash payment in the applicable year, a pro-rata cash bonus for the yearamount of termination, (3) a $27,500 cash payment; (4) accelerated vesting of time-based equity awards; (5) non-forfeiture of a pro-rata portion of outstanding performance-based equity until the end of the applicable performance period, at which time it may vest based on achievement of the performance goals; and (6) the lapsing of any transfer restrictions on vested equity awards.$27,500. If the termination is within six months before or 12 months afterin connection with a change in control (as defined in the employment agreement) of the Company, the above severance, Mr. Payne is modified as follows: (i) theentitled to increased cash severance is increasedequal to the sum of 175% of base salary and target bonus, and is paid in a lump sum rather than over 12 months; (ii) the pro-rata cash bonus is payable whether or not the Company is generally paying bonuses to its employees in the applicable year; (iii) non-forfeiture of all (rather than a pro-rata portion of) outstanding performance based equity awards until the end of the applicable performance period, at which time the awards may vest based on achievement of the performance goals, prorated through the date of termination and (iv) a cash payment of $40,000 rather than $27,500.
If Mr. Payne’s employment is terminated due to his death or “disability” (as defined in the employment agreement), he will be entitled to receive a pro-rata cashtarget bonus for the year of termination all time-based equity awards will vest and any transfer restrictions on vested equity awards will lapse. If Mr. Payne’s employment is terminated because we elect not to renew the terman increased cash payment of the employment agreement, all time-based equity awards will vest, all transfer restrictions on vested equity awards will lapse and any performance-based equity will be treated as set forth in the Company’s long-term incentive program and be no less favorable than other similarly situated executives of the Operating Partnership, but he will not be entitled to any cash severance. The specific terms of Mr. Payne’s equity grants made in 2020 are described in “Compensation Discussion and Analysis—Elements of Executive Compensation—Long-Term Incentive Program—Performance-Based Portion of LTIP Award.”
$40,000. Mr. Payne’s employment agreement provides for customary non-competition and non-solicitation covenants that apply for one year after his termination of employment, except that if a termination of employment results from Mr. Payne giving a notice of non-renewal, the non-competition period applies for three months after the date of termination, and if a termination of employment results from the Company’s decision not to renew the applicable employment agreement, the non-competition period ends on the date of termination.
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICERAND TREASURER
Mr. Kieske’s employment agreement providesprovided for a term that initially ends on December 31, 2022, which term will be automatically extended by successive one-year terms at the end of the then-current term unless either party provides 180 days’ advance notice of non-renewal. Under the terms of the employment agreement, Mr. Kieske is entitled to receive an initial annual base salary of at least $475,000, (as subsequently increased from time to time as disclosed herein). Mr. Kieske also will be eligible to receivewith initial annual incentive compensation comprised of a cash bonus with a target value of 95% of his base salary and a maximum value of 190% of his base salary, and equity awards with a target value of at least 200% of hisMr. Kieske’s base salary (in each case, as subsequently increased from time to time as disclosed herein).
If With respect to Mr. Kieske’s employment is terminated without cause or by him for good reason, he will be entitled to certain severance benefits, set forth below, subjecthe is entitled to his executing a separation agreement and release. The severance benefits include (1) cash severance equal to the sum of Mr. Kieske’s100% of his base salary and the target bonus for the year of termination, paid over 12 months, (2) so long as the Company is generally paying bonuses to its employeesand a cash payment in the applicable year,amount of $27,500. If the termination is in connection with a pro-ratachange in control (as defined in the employment agreement), Mr. Kieske is entitled to increased cash severance equal to the sum of 150% of base salary and the target bonus for the year of termination (3) accelerated vesting of time-based equity awards, (4) non-forfeiture of a pro-rata portion of outstanding performance-based equity awards until the end of the applicable performance period, at which time the awards may vest based on achievement of the performance goals, (5) a $27,500 cash payment and (6) the lapsing of any transfer restrictions on vested equity awards.
If the termination is within six months before or 12 months after a “change in control” (as defined in the employment agreement) of the Company, the above severance is modified as follows: (i) the cash severance isan increased to 150% of base salary and target bonus, and is paid in a lump sum rather than over 12 months, (ii) the pro-rata cash bonus is payable whether or not the Company is generally paying bonuses to its employees in the applicable year, (iii) non-forfeiture of all (rather than a pro-rata portion) outstanding performance based equity awards until the end of the applicable performance period, at which time the awards may vest based on achievement of the performance goals, prorated through the date of termination and (iv) a cash payment of $40,000 rather than $27,500.
If$40,000. Mr. Kieske’s employment is terminated due toagreement provides for customary non-competition and non-solicitation covenants that apply for one year after his death or “disability” (as defined in the employment agreement), he will be entitled to receive a pro-rata cash bonus for the yeartermination of termination, all time-based equity awards will vest and any transfer restrictions on vested equity awards will lapse. If Mr. Kieske’s employment is terminated because the Company elects not to renew the term of the employment agreement, all time-based equity awards will vest, all transfer restrictions on vested equity awards will lapse and any performance-based equity will be treated as set forth in the Company’s long-term incentive program and be no less favorable than other Executive Vice Presidents of the Operating Partnership, but he will not be entitled to any cash severance.employment. If Mr. Kieske’s employment is terminated because he elects not to renew the term of thehis employment agreement, all transfer restrictions on vested equity awards for Mr. Kieske will lapse, but he will not be entitled to any other severance. Mr. Kieske’s employment agreement also provides for customary non-competition and non-solicitation covenants that
|
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apply for one year after his termination of employment. The specific terms of Mr. Kieske’s equity grants made in 2020 are described in “Compensation Discussion and Analysis—Elements of Executive Compensation—Long-Term Incentive Program—Performance-Based Portion of LTIP Award.”
EXECUTIVE VICE PRESIDENT, GENERAL COUNSELAND SECRETARY
Ms. Gallagher’s employment agreement providesprovided for a term that initially ends on December 31, 2022, which term will be automatically extended by successive one-year terms at the end of the then-current term unless either party provides 180 days’ advance notice of non-renewal. Under the terms of the employment agreement, Ms. Gallagher is entitled to receive an initial annual base salary of at least $405,000, (as subsequently increased from time to time as disclosed herein). Ms. Gallagher also will be eligible to receivewith initial annual incentive compensation comprised of a cash bonus with a target value of 90% of her base salary and a maximum value of 180% of her base salary, and equity awards with a target value of at least 175% of her base salary (in each case, as subsequently increased from time to time as disclosed herein).
If With respect to Ms. Gallagher’s employment is terminated without cause or by her for good reason, she will be entitled to certain severance benefits, set forth below, subjectshe is entitled to her executing a separation agreement and release. The severance benefits include (1) cash severance equal to the sum of Ms. Gallagher’s100% of base salary and the target bonus for the year of termination, paid over 12 months, (2) so long as the Company is generally paying bonuses to its employeesand a cash payment in the applicable year,amount of $27,500. If the termination is in connection with a pro-ratachange in control (as defined in the employment agreement), Ms. Gallagher is entitled to increased cash severance equal to the sum of 150% of base salary and the target bonus for the year of termination (3) accelerated vesting of time-based equity awards and (4) non-forfeiture of a pro-rata portion of outstanding performance-based equity awards until the end of the applicable performance period, at which time the awards may vest based on achievement of the performance goals, (5) a $27,500 cash payment and (6) the lapsing of any transfer restrictions on vested equity awards. If the termination is within six months before or 12 months after a “change in control” (as defined in the employment agreement) of the Company, the above severance is modified as follows: (i) the cash severance isan increased to 150% of base salary and target bonus, and is paid in a lump sum rather than over 12 months, (ii) the pro-rata cash bonus is payable whether or not the Company is generally paying bonuses to its employees in the applicable year, (iii) non-forfeiture of all (rather than a pro-rata portion) outstanding performance based equity awards until the end of the applicable performance period, at which time the awards may vest based on achievement of the performance goals, prorated through the date of termination and (iv) a cash payment of $40,000 rather than $27,500.
If$40,000. Ms. Gallagher’s employment is terminated due to her death or “disability” (as defined in the employment agreement), she will be entitled to receive a pro-rata cash bonusagreement provides for customary non-competition (with an exception for the practice of law) and non-solicitation covenants that apply for one year after her termination of termination, all time-based equity awards will vest and any transfer restrictions on vested equity awards will lapse. If Ms. Gallagher’s employment is terminated because the Company elects not to renew the term of the employment agreement, all time-based equity awards will vest, all transfer restrictions on vested equity awards will lapse and any performance-based equity will be treated as set forth in the Company’s long-term incentive program and be no less favorable than other Executive Vice Presidents of the Operating Partnership, but she will not be entitled to any cash severance.employment. If Ms. Gallagher’s employment is terminated because she elects not to renew the term of theher employment agreement, all transfer restrictions on vested equity awards for Ms. Gallagher will lapse, but she will not be entitled to any other severance. Ms. Gallagher’s employment agreement also provides for customary non-competition (with an exception for the practice of law) and non-solicitation covenants that apply for one year after her termination of employment. The specific terms of Ms. Gallagher’s equity grants made in 2020 are described in “Compensation Discussion and Analysis—Elements of Executive Compensation—Long-Term Incentive Program—Performance-Based Portion of LTIP Award.”
| 63 |
EXECUTIVE COMPENSATION |
Potential Payments Upon Termination or Change in Control
The following table reflects the payment obligations (including the value of certain benefits) pursuant to the compensation arrangements for each of our named executive officers under our existing plans, employment agreements and award agreements, assuming various scenarios, including a termination of employment and/or a change in control, in each case assuming such termination had occurred on December 31, 2020.2022. The amounts shown in the table do not include payments or benefits under arrangements available on the same basis generally to all other eligible employees of the Company. The potential payments were determined under the terms of each named executive officer’s employment agreement in effect on December 31, 20202022 and in accordance with our plans and arrangements in effect on December 31, 2020.2022.
In providing the estimated potential payments below, we have assumed that there are no (1) accrued but unpaid salary and annual bonuses amounts outstanding or (2) unpaid reimbursements for expenses incurred prior to the date of termination.
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Because the disclosures in the table assume the occurrence of a termination or change in control as of a particular date and under a particular set of circumstances and therefore make a number of important assumptions, the actual amount to be paid to each of our named executive officers upon a termination or change in control may vary significantly from the amounts included herein. Factors that could affect these amounts include the timing during the year of any such event, the continued availability of benefit policies at similar prices and the type of termination event that occurs.
Name | Benefit | Non-Renewal by Company ($) | Termination ($) | Termination in ($) | Death or Disability ($) | |||||||||||||||||
Edward B. Pitoniak |
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| Cash Severance | — | 3,321,250 | 4,415,000 | — | |||||||||||||||||
| Pro-Rated Bonus | — | 2,625,000 | 2,625,000 | 2,625,000 | |||||||||||||||||
| Accelerated Vesting of Restricted Stock(1) | 3,077,442 | 3,077,442 | 3,077,442 | 3,077,442 | |||||||||||||||||
| Accelerated Vesting of PSUs(2) | 3,466,139 | 3,466,139 | 6,527,873 | 3,466,139 | |||||||||||||||||
| Total | 6,543,581 | 12,489,831 | 16,645,315 | 9,168,581 | |||||||||||||||||
John W.R. Payne |
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| Cash Severance | — | 2,652,500 | 3,715,000 | — | |||||||||||||||||
| Pro-Rated Bonus | — | 1,800,000 | 1,800,000 | 1,800,000 | |||||||||||||||||
| Accelerated Vesting of Restricted Stock(1) | 1,147,220 | 1,147,220 | 1,147,220 | 1,147,220 | |||||||||||||||||
| Accelerated Vesting of PSUs(2) | 1,193,970 | 1,193,970 | 2,367,599 | 1,193,970 | |||||||||||||||||
| Total | 2,341,190 | 6,793,690 | 9,029,819 | 4,141,190 | |||||||||||||||||
David A. Kieske |
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| Cash Severance | — | 1,057,500 | 1,585,000 | — | |||||||||||||||||
| Pro-Rated Bonus | — | 1,030,000 | 1,030,000 | 1,030,000 | |||||||||||||||||
| Accelerated Vesting of Restricted Stock(1) | 1,373,736 | 1,373,736 | 1,373,736 | 1,373,736 | |||||||||||||||||
| Accelerated Vesting of PSUs(2) | 1,210,885 | 1,210,885 | 2,350,871 | 1,210,885 | |||||||||||||||||
| Total | 2,584,621 | 4,672,121 | 6,339,607 | 3,614,621 | |||||||||||||||||
Samantha S. Gallagher |
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| Cash Severance | — | 927,500 | 1,390,000 | — | |||||||||||||||||
| Pro-Rated Bonus | — | 900,000 | 900,000 | 900,000 | |||||||||||||||||
| Accelerated Vesting of Restricted Stock(1) | 820,896 | 820,896 | 820,896 | 820,896 | |||||||||||||||||
| Accelerated Vesting of PSUs(2) | 885,454 | 885,454 | 1,700,111 | 885,454 | |||||||||||||||||
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| Total | 1,706,350 | 3,533,850 | 4,811,007 | 2,606,350 | |||||||||||||||||
Name | Benefit | Non-Renewal by Company ($) | Termination ($) | Termination in ($) | Death or Disability ($) | |||||||||||||
Edward B. Pitoniak |
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| Cash Severance | — | 4,540,000 | 6,040,000 | — | |||||||||||||
| Pro-Rated Bonus | — | 4,000,000 | 4,000,000 | 4,000,000 | |||||||||||||
| Accelerated Vesting of Restricted Stock(1) | 4,831,099 | 4,831,099 | 4,831,099 | 4,831,099 | |||||||||||||
| Accelerated Vesting of PSUs(2) | 6,583,356 | 6,583,356 | 14,230,793 | 6,583,356 | |||||||||||||
| Total | 11,414,455 | 19,954,455 | 29,101,892 | 15,414,455 | |||||||||||||
John W.R. Payne |
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| Cash Severance | — | 2,802,500 | 3,925,000 | — | |||||||||||||
| Pro-Rated Bonus | — | 2,040,000 | 2,040,000 | 2,040,000 | |||||||||||||
| Accelerated Vesting of Restricted Stock(1) | 1,968,916 | 1,968,916 | 1,968,916 | 1,968,916 | |||||||||||||
| Accelerated Vesting of PSUs(2) | 2,614,594 | 2,614,594 | 5,717,822 | 2,614,594 | |||||||||||||
| Total | 4,583,509 | 9,426,009 | 13,651,738 | 6,623,509 | |||||||||||||
David A. Kieske |
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| Cash Severance | — | 1,321,250 | 1,980,625 | — | |||||||||||||
| Pro-Rated Bonus | — | 1,437,500 | 1,437,500 | 1,437,500 | |||||||||||||
| Accelerated Vesting of Restricted Stock(1) | 1,998,918 | 1,998,918 | 1,998,918 | 1,998,918 | |||||||||||||
| Accelerated Vesting of PSUs(2) | 2,663,582 | 2,663,582 | 5,859,994 | 2,663,582 | |||||||||||||
| Total | 4,662,500 | 7,421,250 | 10,414,538 | 6,100,000 | |||||||||||||
Samantha S. Gallagher |
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| Cash Severance | — | 1,077,500 | 1,615,000 | — | |||||||||||||
| Pro-Rated Bonus | — | 1,050,000 | 1,050,000 | 1,050,000 | |||||||||||||
| Accelerated Vesting of Restricted Stock(1) | 1,536,538 | 1,536,538 | 1,536,538 | 1,536,538 | |||||||||||||
| Accelerated Vesting of PSUs(2) | 1,991,758 | 1,991,758 | 4,502,110 | 1,991,758 | |||||||||||||
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| Total | 3,528,295 | 5,655,795 | 8,703,647 | 4,578,295 | |||||||||||||
| (1) | Represents the aggregate value of the acceleration of vesting of the named executive officer’s outstanding restricted stock awards assuming the acceleration occurred on December |
64 | VICI PROPERTIES INC.— 2023 PROXY STATEMENT |
EXECUTIVE COMPENSATION |
| (2) | Represents the aggregate value of the acceleration of vesting of the named executive officer’s outstanding PSU awards assuming the acceleration occurred on December |
For Non-Renewal by the Company, Termination without Cause or for Good Reason (no Change in Control), and Death or Disability, a pro-rata
