☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Under Rule 14a-12 |
A LETTER TO OUR STOCKHOLDERS FROM THE CEO
1 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 Approve (on a non-binding, advisory basis) the compensation of our named executive officersStockholders:Stockholders,Thursday,Tuesday, April 27, 2023,30, 2024, 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 in order to continue to provide greater access and visibility to our stockholders.world while increasing overall safety for both members of the Company and its stockholders.world. You can attend the Annual Meeting via the Internet at www.virtualshareholdermeeting.com/VICI2023VICI2024 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,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. All questions submitted should be relevant to the 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. 2 3 1 2 3 4 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, 2024 Approve (on a non-binding, advisory basis) the compensation of our named executive officers Recommend (on a non-binding, advisory basis) the frequency of holding stockholder advisory votes on executive officer compensation
Chief Executive Officer
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| ||||
30, 2024 | | | PROXY VOTING | |
| Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares now as instructed in the proxy statement. | |||
| |
| | |||||||||
Items of Business | | | Board
| | | |||||
| | 1. | | | Election of the seven director nominees named in the accompanying proxy statement | | | FOR
| | |
| | 2. | | | Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, | | | FOR
| | |
| | 3. | | | Approval (on a non-binding, advisory basis) of the compensation of our named executive officers | | | FOR
| | |
| | 4. | | | Recommendation (on a non-binding, advisory basis) for the frequency of holding stockholder advisory votes on executive officer compensation | | | ONE YEAR See page 74 | | |
| | Record Date | | |
| | |||
Stockholders of record as of the close of business on March | | |
14, 2024.
Executive Vice President, General Counsel
and Secretary
March 15, 2023
|
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 | | ||
| | 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 | |
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | | | | | | | |
| |||||||
| | | | | |
| ||||||||
| | | | | | |||
| PROPOSAL 3: NON-BINDING, ADVISORY VOTE TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS | | | | | 49 | | |
| EXECUTIVE | | | | | | | |
| EXECUTIVE COMPENSATION |
| | | | 51 | | |
| | | | | 51 | | | |
| Executive Summary | | | | | 51 | | |
| Compensation Program Overview | |
| | | 53 | | |
| Compensation Process | | | | | 55 | | |
| 2023 Executive Compensation |
| | | | 56 | | |
| Results from 2023 Say-on-Pay Vote | | | | | 61 | | |
|
| |||||||
| ||||||||
|
| | | 61 | | | ||
| ||||||||
| | | | | | |||
| |
| | | 63 | | | |
| ||||||||
|
| | | 64 | | | ||
| ||||||||
|
| | | 65 | | | ||
| ||||||||
|
| | | 66 | | | ||
| ||||||||
|
| | | 66 | | | ||
| ||||||||
|
| | | 68 | | | ||
| ||||||||
|
| | | 69 | | | ||
| PAY VS. PERFORMANCE | | | | | 70 | | |
|
| |||||||
| | | | | | |||
| PROPOSAL 4: NON-BINDING, ADVISORY VOTE REGARDING FREQUENCY OF HOLDING STOCKHOLDER ADVISORY VOTES ON EXECUTIVE OFFICER COMPENSATION | | | | | 74 | | |
| ||||||||
| ||||||||
| ||||||||
| ||||||||
| | | | | | |||
| OTHER MATTERS | | | | | 78 | | |
| Annual Report | | | | | | | |
|
| |||||||
|
| | | 78 | | | ||
| ||||||||
|
| | | 78 | | | ||
| ||||||||
|
| | | 78 | | | ||
| ||||||||
|
| | | 79 | | | ||
| ||||||||
|
|
| | | 79 | | ||||
|
11 | 47 | |||||||
16 | 50 | |||||||
20 | 52 | |||||||
28 | 2020 LTIP Performance-Based Award Results (2020 – 2022 Performance Period) | 55 | ||||||
29 | 57 | |||||||
|
|
| | INDEX OF FREQUENTLY REQUESTED INFORMATION | | | |||||||||||||||
| | Director Nominees | | | | | 10 | | | | Total Stockholder Return Benchmarking | | | | | 52 | | | |
| | Corporate Governance Matters | | | | | 21 | | | | Peer Group and Benchmarking | | | | | 55 | | | |
| | Environmental Sustainability and Social Responsibility | | | | | 32 | | | | 2023 STIP Award Opportunities and Results | | | | | 57 | | | |
| | Human Capital Management | | | | | 40 | | | | 2021 LTIP Performance-Based Award Results | | | | | 60 | | | |
| | | | | | | | | | | Stock Ownership Guidelines | | | | | 62 | | | |
| | | | | | i | |
|
PROXY STATEMENT SUMMARY
2023
|
|
|
How to Vote
| ||||||||||||||
VIA THE INTERNET | | | | BY TELEPHONE | | | | BY MAIL | | | | DURING THE MEETING | | |
| Go to www.proxyvote.com, available 24/7 | | | |
Use the toll-free number shown
| | | |
Mark, sign, date and return the | | | |
Vote through the virtual portal at www.virtualshareholdermeeting.com/
| |
| | Proposal | | | Board Vote Recommendation | | | Page Reference | | |
| | |||||||||
|
|
| ||||||||
Proposal 1: Election of Directors | |
| FOR each nominee | |
| 9 | | | ||
| | |||||||||
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm | |
| FOR | |
| 42 | | | ||
| | |||||||||
Proposal 3: Non-binding, Advisory Vote to Approve the Compensation of Named Executive Officers | |
| FOR | |
| 49 | | | ||
| | Proposal 4: Non-binding, Advisory Vote on the Frequency of Holding Stockholder Advisory Votes on Executive Officer Compensation | | | ONE YEAR | | | 74 | | |
|
|
| | | | | | 1 | |
| PROXY STATEMENT SUMMARY | | | | |
2022
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
| 2 | | | |||||||||||
|
|
| ||||||||||||
|
|
| ||||||||||||
|
|
| ||||||||||||
|
|
|
| VICI PROPERTIES INC. — | | | | |
| | ||
| | PROXY STATEMENT SUMMARY | |
| |||||||
SNAPSHOT OF BOARD PROFILE AND DIVERSITY | | ||||||
|
|
|
|
|
|
| ||||||
Comprised of the Chair of the Board and each committee of the Board. | |
Name Age Independent Audit Compensation Nominating Governance # of Other Public Company Boards James R. Abrahamson(1) 67 ✓ 1 Diana F. Cantor* 65 ✓ 2 Monica H. Douglas 50 ✓ 0 Elizabeth I. Holland* 57 ✓ 1 Craig Macnab* 67 ✓ 1 Edward B. Pitoniak(2) 67 0 Michael D. Rumbolz 68 ✓ 1BOARD COMMITTEE MEMBERSHIP COMMITTEE MEMBERSHIP
and Name Director
Since Age Independent Audit Compensation Nominating
and
Governance # of
Other Public
Company Boards October 2017 68 1 Diana F. Cantor* May 2018 66 2 Monica H. Douglas February 2020 51 0 Elizabeth I. Holland* January 2018 58 1 Craig Macnab* October 2017 68 2 October 2017 68 0 Michael D. Rumbolz October 2017 69 1 Committee Chair Committee Member
|
|
|
|
|
| | | | | | 3 | |
| PROXY STATEMENT SUMMARY | | | | |
INDIVIDUAL DIRECTOR SKILLS MATRIX
| | | | | | | | | | James R. Abrahamson | | | | Diana Cantor | | | | Monica H. Douglas | | | | Elizabeth I. Holland | | | | Craig Macnab | | | | Edward B. Pitoniak | | | | Michael D. Rumbolz | | | | Overall | | |
| | | | | | Individual Skills / Qualifications | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| | | | | Capital Markets / M&A / Investment Banking | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| | | | | Finance / Accounting experience is helpful in understanding and overseeing our internal controls and financial reporting. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||
| | | | | Government Relations / Legal and Regulatory / Public Policy experience is beneficial in understanding the highly-regulated nature of the gaming industry and policy considerations. | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| | | | | Risk Oversight and Management is vital to fulfilling the Board’s role with respect to management oversight and risk mitigation. | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||
| | | | | Strategic Planning and Leadership is beneficial in providing insights into the future growth and strategy of our Company. | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||
| | | | | Other Public Company Board Experience contributes to an understanding of best-practice corporate governance and alternative approaches. | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| | | | | CEO / Executive Management experience allows for a better understanding of management’s perspective. | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| | | | | Human Capital Management experience is essential to maintaining our culture and attracting, engaging and retaining employees. | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| | | | | Executive Compensation experience is valuable in assessing the structure and design of our executive compensation program and practices. | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| | | | | Environmental Sustainability experience is beneficial to an understanding of our impact on the environment and the importance of sustainability considerations within the real estate industry. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||
| | | | | Social Responsibility experience is valuable in contributing to the advancement of our community engagement, diversity, equity and inclusion and other social initiatives. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||
| | | | | Corporate Governance experience is valuable in contributing to our continuing pursuit of best-in-class corporate governance practices. | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||
| | | | | Cybersecurity and Information Technology experience is critical to an understanding of information security and risk management. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | | | | | Individual Industry Experience | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| | | | | Consumer Discretionary Industry experience provides key insights with respect to consumer-facing sectors and related implications for our and our tenants’ businesses. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| | | | | Entertainment, Lodging and/ or Hospitality Industry experience provides a meaningful advantage in contributing to our strategic planning and growth. | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| | | | | Gaming Industry experience is critical to understanding the perspectives of our tenants and considerations with respect to our core assets, as well as the continued evolution of gaming. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
| | | | | REITs / Real Estate Industry experience is beneficial in understanding the processes and considerations that drive successful outcomes in our business model. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||
| | | | | International experience is beneficial in advising management with respect to expansion into international jurisdictions in alignment with its growth strategy. | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| | | | | Technology Industry experience provides an advantage in understanding industry disruption and future trends related to the growth and evolution of the experiential sector. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 4 | | | VICI PROPERTIES INC. — | | | | |
| | ||
| | PROXY STATEMENT SUMMARY | |
| | |||||||
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 (Led Periodically by an Independent Evaluator) • 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 and Annual Calendar • 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 • Incentive Compensation Clawback Policy • Annual • “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 | |||
| | |
|
|
| | | | | | 5 | |
| PROXY STATEMENT SUMMARY | | | | |
| | |||||||||
Environmental Sustainability Highlights | | | ||||||||
| | Key Objectives and | |
| ||||||
|
| |||||||||
| ||||||||||
Corporate Sustainability | ||||||||||
|
| |||||||||
|
• Triple-Net Property Sustainability Support — Act within the scope of our • Stakeholder Expectations and Reporting
| | | |||||||
| |
| | | | • • Continued to engage with our tenants regarding their environmental sustainability initiatives, shared property-level climate risk reports with tenants to encourage their independent climate risk mitigation efforts, and continued to evaluate potential tenant incentives to encourage tenants’ sustainability initiatives at our triple-net leased properties • Released in September 2023 our comprehensive 2022-2023 Environmental Sustainability, Social Responsibility and Corporate Governance Report (“2022-2023 ESG Report”), including disclosure aligned with the Sustainability Accounting Standards Board (SASB) — Real Estate index, expanding our ESG framework participation beyond the Task Force on Climate-Related Financial Disclosures (TCFD)
| | |
| | |||||||||
|
|
| ||||||||
|
|
| ||||||||
|
|
|
|
|
Social Responsibility Highlights | | | ||||||||||||||
| | |||||||||||||||
Key Objectives and Approach | | | | • |
Community and Corporate Citizenship — Support the communities in which we operate and own properties and demonstrate our commitment to corporate social responsibility through volunteering, regular giving, and identifying unique opportunities to contribute to charitable causes • Advance Social Responsibility Issues — Enhance our commitments to key social responsibility issues by implementing and expanding policies and procedures, employee training, and external engagement | | | |||||||||
| | |||||||||||||||
| |
| | • Continued effort on improving our employee engagement programs, including a collaborative teamwide effort to refresh our VICI Values, implementation of our VICI 101 onboarding, integration and training program, launch of our Management Committee Advisors program, and a drive to continuously improve our benefits offering and identify unique benefits opportunities • Expanded our corporate giving initiatives and formalized our pillars of charitable giving, while taking advantage of impact opportunities such as supporting the Las Vegas Super Bowl Host Committee Charities, a 501(c)(3) organization, in connection with • With 100% participation across our organization, 100%
| | |||||||||||
|
| |||||||||||||||
|
| |||||||||||||||
|
|
|
|
| 6 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | PROXY STATEMENT SUMMARY | |
| | Governance Highlights | | | ||||
| ||||||||
Key Objectives and Approach | | | | • Effective Oversight and Risk Management — Maintain effective oversight and risk management as a real estate owner and as appropriate given our status as a triple-net lease lessor | ||||
|
Reporting and Strategic Integration — Enhance our internal framework, processes, and controls to • Stockholder Value Creation — Continue our commitment to maintaining the highest standards of corporate governance | | | |||||
| | Recent Highlights | | | | • Completed an initial stakeholder materiality assessment published in our 2022-2023 ESG Report and aligned our ESG program with certain UN Sustainable Development Goals • Amended our key policies, including our Code of Business Conduct and Corporate Governance Guidelines, in February 2024 to reflect key topical updates and | ||
business |
Continued to enhance our internal processes and
| |||||||
| | |
| | What’s New? | | | |||
| | ||||||
| |||||||
| |||||||
| |||||||
|
We are consistently striving to improve our approach to environmental sustainability, social responsibility and corporate | | | |||||||
| | | | ||||||
| | • Updated disclosure regarding our |
| ||||||
| | | • Updated disclosure regarding our tenants’ environmental sustainability programs and | |
| | |||
| | | | ||||||
| | • Updated disclosure regarding our Human Capital Management programs and initiatives | | | • Enhanced disclosure on our | | | ||
| | Corporate Governance | |
| |||||||
| | Updated disclosure regarding our corporate polices, certain of which were amended in February 2024 — | | | • Enhanced disclosure regarding our Enterprise Risk Management framework and additional risk assessments — see page 29 | | |
| | | | | | 7 | |
| PROXY STATEMENT SUMMARY | | | | |
tructure
2022
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 | $1.93 |
| 10.0% | 14.0% |
| 70th Percentile | 96th Percentile | |||||||
200% |
| 200% |
| 200% | ||||||||||
Payouts as percentage of Target performance level based on outperformance compared to pre-established quantitative goals |
ummary (1) AFFO is a non-GAAP financial measure. “GAAP” means the generally accepted accounting principles in the U.S. For a definition and reconciliation of this non-GAAP financial measure to the most directly comparable GAAP measure, see the section entitled “Reconciliation of Non-GAAP Measures” on pages 48-49 of our 2023 Annual Report. 2023 Executive Compensation Summary |
2022 EXECUTIVE COMPENSATION SUMMARY
The table below summarizes the total compensation awarded to each named executive officer with respect to 20222023 (see pages 45 through 68“Compensation Discussion and Analysis” beginning on page 51 of this Proxy Statement for further detail).
Salary
| Bonus
| Stock Awards
| Non-Equity Incentive Plan Compensation ($)
| All Other Compensation ($)
| Total
| |||||||||||||||||||||||||
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 |
|
|
| | | | Salary | | | Bonus | | | Stock Awards | | | Non-Equity Incentive Plan Compensation | | | All Other Compensation | | | Total | | ||||||||||||||||||
| Edward B. Pitoniak Chief Executive Officer | | | | $ | 1,000,000 | | | | | $ | — | | | | | $ | 6,250,000 | | | | | $ | 4,000,000 | | | | | $ | 27,678 | | | | | $ | 11,277,678 | | |
| John W.R. Payne President and Chief Operating Officer | | | | $ | 1,200,000 | | | | | $ | — | | | | | $ | 1,920,000 | | | | | $ | 2,280,000 | | | | | $ | 18,102 | | | | | $ | 5,418,102 | | |
| David A. Kieske Executive Vice President, Chief Financial Officer and Treasurer | | | | $ | 625,000 | | | | | $ | — | | | | | $ | 2,125,000 | | | | | $ | 1,687,500 | | | | | $ | 15,822 | | | | | $ | 4,453,322 | | |
| Samantha S. Gallagher Executive Vice President, General Counsel and Secretary | | | | $ | 585,000 | | | | | $ | — | | | | | $ | 1,462,500 | | | | | $ | 1,404,000 | | | | | $ | 14,910 | | | | | $ | 3,466,410 | | |
| |||||||
8 | | | VICI PROPERTIES INC. — | | | | |
| |
| OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”
|
| ||||||
|
| |
| | | | | | 9 | |
| PROPOSAL 1: ELECTION OF DIRECTORS | | | | |
| | |||
| Age: Director Since: October 2017 Board Role: Chair Industry Experience: • Entertainment, Lodging and/or Hospitality • Gaming • REITs/Real Estate • International |
BIOGRAPHICAL INFORMATION
Mr. Abrahamson served as Board Chair of Interstate Hotels & Resorts (“Interstate”),the leading global hotel management company comprised 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 serves as an independent director of BrightView Holdings Inc. (NYSE: BV), the largest provider of commercial landscape design and maintenance services in the United 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 held senior leadership positions with InterContinental Hotels Group (LON: IHG), Hyatt Corporation (NYSE: H), Marcus Corporation (NYSE: MCS) and Hilton Worldwide (NYSE: HLT). Mr. Abrahamson has previously served as President of the Marriott International National Association owners’ organization in 2017 and 2018, as Board Chair of the American Hotel and Lodging Association in 2015 and 2016 and as Board Chair of the U.S. Travel Association in 2013 and 2014. He holds a degree in Business Administration from the University of Minnesota.
| | | | | Biographical Information • Serves as an independent director of BrightView Holdings Inc. (NYSE: BV), the largest provider of commercial landscape design and maintenance services in the United States, since 2015 and served as interim President and Chief Executive Officer from June through September 2023. • Served as Board Chair of Interstate Hotels & Resorts (“Interstate”) from October 2016, the leading global hotel management company, until the sale of Interstate to Aimbridge Hospitality in October 2019. Previously served as Interstate’s Chief Executive Officer from 2011 to March 2017. • Served as an independent director of CorePoint Lodging Inc., a leading mid-scale 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; as independent director at LaQuinta Holdings (NYSE: LQ) from 2015 until its sale in 2018; and as an executive director of the Board of Directors of Intercontinental Hotels Group (LON: IHG) in 2010 and 2011. • Previously held senior leadership positions with InterContinental Hotels Group (LON: IHG), Hyatt Corporation (NYSE: H), Marcus Corporation (NYSE: MCS) and Hilton Worldwide (NYSE: HLT) and served as President of the Marriott International National Association owners’ organization in 2017 and 2018; as Board Chair of the American Hotel and Lodging Association in 2015 and 2016; and as Board Chair of the U.S. Travel Association in 2013 and 2014. • Holds a degree in Business Administration from the University of Minnesota. | | | | | | |||||||||
| |||||||||||||||||||
| | | E kills 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. |
| ||||||||||||||
| | | Skills/Qualifications | | ||||||||||
| | | | • Capital Markets / M&A / Inv. Banking • Finance / Accounting • Govt. Relations / Legal and Regulatory / Public Policy • Risk Oversight and Management | | | • Strategic Planning and Leadership • Other Public Company Board Experience • CEO / Executive Management • Human Capital Management | | | | | | • Executive Compensation • Environmental Sustainability • Social Responsibility • Corporate Governance | |
| | DIANA F. CANTOR Partner, Alternative Investment Management, LLC Independent | Age: Director Since: May 2018 Board Committees:
Industry Experience: • Consumer Discretionary • Entertainment, Lodging and/or Hospitality • REITs/Real Estate • International • Technology |
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.
| | | | | Biographical Information • Partner and member of the Board of Managers of Alternative Investment Management, LLC, an independent, privately-held investment firm with a focus on private equity and hedge funds since January 2010. • Serves 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. • Serves on the Board of Directors of the VCU Health System Authority (where she chairs the Investment and Debt Committee), as well as Mauser Packaging Solutions and SCP Retirement Services (both private companies). • 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. • Former Chairman and served for 10 years as a Trustee of the Virginia Retirement System, where she served on the Audit and Compliance Committee. Served as a Managing Director with New York Private Bank and Trust from January 2008 through the end of 2009; as founding Chief Executive Officer of the Virginia College Savings Plan, the state’s 529 college savings program, from 1996 to 2008; and as Vice President of Richmond Resources, Ltd. from 1990 through 1996, and as Vice President of Goldman, Sachs & Co. from 1985 to 1990. • Certified Public Accountant. Holds a J.D. from New York University School of Law, an MBA from the University of Miami and a B.S. in Accounting from the University of Florida. | | | | | | |||||||||
| |||||||||||||||||||
| | | E kills 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, providing a valuable perspective to our Company and our Board of Directors. |
| ||||||||||||||
| | | |
| | |||||||||
| | | | • Capital Markets / M&A / Inv. Banking Finance / Accounting • Govt. Relations / Legal and Regulatory / Public Policy • Risk Oversight and Management | | | • Strategic Planning and Leadership • Other Public Company Board Experience • CEO / Executive Management • Human Capital Management | | | | | | • Executive Compensation • Environmental Sustainability • Social Responsibility • Corporate Governance • Cybersecurity / IT | |
| 10 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | PROPOSAL 1: ELECTION OF DIRECTORS | |
| | ||||||||||||||||||
MONICA H. DOUGLAS General Counsel for The Coca-Cola Company Independent Age: 51 Director Since: February 2020 Board Committees: Compensation Industry Experience: • Consumer Discretionary • International | | | | | | Biographical Information • Serves as General Counsel for The Coca-Cola Company, a global brand and beverage company — a position she has held since April 2021. Prior to that, served as General Counsel, North America from January 2018 through April 2021, Legal Director in South Africa from September 2013 through December 2017 and as Vice-President of Supply Chain and Consumer Affairs from 2008 through 2013. • Serves on the Board of Directors of Junior Achievement USA, an organization that provides programs for children in kindergarten through twelfth grade, which fosters work readiness, entrepreneurship and financial literacy skills; the Board of Directors of 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 the Board of Directors of Cool Girls, Inc., an organization dedicated to the self-empowerment of girls. Holds a J.D. from Stanford Law School, and a B.A. from the University of Michigan. | |
|
BIOGRAPHICAL INFORMATION
Ms. Douglas currently serves as General Counsel for The Coca-Cola Company – a position she has held since April 2021. Ms. Douglas previously 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 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.
| | | ||||||||||
| ||||||||||||
| | | E kills Ms. Douglas possesses extensive consumer branding knowledge, as well as significant governance and risk management experience, on an international scale, through her experience as a general counsel for one of the most recognizable global brands, all of which provide meaningful additional perspective to our Company and our Board of Directors. |
| ||||||||||||||
| | | Skills/Qualifications | | ||||||||||
| | | | • Govt. Relations / Legal and Regulatory / Public Policy • Risk Oversight and Management | | | • Strategic Planning and Leadership • Environmental Sustainability • Social Responsibility | | | | | | • Corporate Governance • Cybersecurity / IT | |
| | ELIZABETH I. HOLLAND Chief Executive Officer, Abbell Credit Corporation and Abbell Associates, LLC Independent | Age: Director Since: January 2018 Board Committees:
Industry Experience: • Entertainment, Lodging and/or Hospitality • REITs/Real Estate • Technology |
BIOGRAPHICAL INFORMATION
Ms. Holland is the Chief Executive Officer of Abbell Credit Corporation and Abbell Associates, LLC, a more than 80-year-old 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.
| | | | | Biographical Information • Serves as Chief Executive Officer of Abbell Credit Corporation and Abbell Associates, LLC, a more than 80 year-old privately held real estate acquisition, development and management company with a portfolio of shopping center, office and enclosed mall properties, since 1997; and as Chief Executive Officer of Consortial Technologies, LLC, a privately held software development company. • Serves as an independent trustee of Federal Realty Investment Trust (NYSE: FRT), a leading shopping center REIT since January 2017. • 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. Member of the Urban Land Institute and its CRC Blue Flight Council. • Experience as 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; as a restructuring and business reorganization attorney at Skadden, Arps, Slate, Meagher & Flom LLP in New York City; and as a fixed income portfolio manager. • Holds a J.D. from Brooklyn Law School and a B.A. from Hamilton College. | | | | | | |||||||||
| |||||||||||||||||||
| | | E kills Ms. Holland’s retail real estate expertise and experience as Chairman of ICSC provide valuable and |
| ||||||||||||||
| |
| | Skills/Qualifications | | |||||||||
| | | | • Capital Markets / M&A / Inv. Banking • Finance / Accounting • Govt. Relations / Legal and Regulatory / Public Policy • Risk Oversight and Management | | | • Strategic Planning and Leadership • Other Public Company Board Experience • CEO / Executive Management • Human Capital Management | | | | | | • Executive Compensation • Corporate Governance | |
| | | | | | 11 | |
| PROPOSAL 1: ELECTION OF DIRECTORS | | | | |
| | |||
| Age: Director Since: October 2017 Board Committees:
Industry Experience: • Entertainment, Lodging and/or Hospitality • REITs/Real Estate • International • Technology |
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 has served as an independent director 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.
| | | | | Biographical Information • 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. • Serves as an independent director of Independence Realty Trust (NYSE: IRT) since February 2024 and American Tower Corporation (NYSE: AMT) since 2014. • 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. • Served as Chief Executive Officer and President of JDN Realty, a publicly traded real estate investment trust, from 2000 to 2003. • Holds a Bachelor’s degree in Economics and Accounting from the University of the Witwatersrand and an MBA from Drexel University. | | | | | | |||||||||
| |||||||||||||||||||
| | | E kills 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 extensive public and private company board experience. |
| ||||||||||||||
| | | Skills/Qualifications | | ||||||||||
| | | | • Capital Markets / M&A / Inv. Banking • Finance / Accounting • Govt. Relations / Legal and Regulatory / Public Policy • Risk Oversight and Management | | | • Strategic Planning and Leadership • Other Public Company Board Experience • CEO / Executive Management | | | | | | • Human Capital Management • Executive Compensation • Corporate Governance | |
| | EDWARD B. PITONIAK Chief Executive Officer, VICI Properties Inc. | Age: Director Since: October 2017 Board Committees: None Industry Experience: • Consumer Discretionary • Entertainment, Lodging and/or Hospitality • REITs/Real Estate • International |
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 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.
| | | | | Biographical Information • Appointed as our Chief Executive Officer on October 6, 2017. • 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. • 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; and 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. • Served as Chairman and Trustee of InnVest, a publicly listed REIT, from February 2015 to August 2016, when the REIT was sold and taken private, and served as Managing Director, Acting Chief Executive Officer and Trustee of InnVest 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. • Served as 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 his retirement in 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, served as a Senior Vice President at Intrawest Corporation, a ski and golf resort operator and developer, for nearly eight years. Before Intrawest, spent nine years with Times Mirror Magazines, where he served as editor-in-chief and associate publisher with Ski Magazine. • Holds a B.A. from Amherst College. | | | | | | |||||||||
| |||||||||||||||||||
| | | E kills 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. |
| ||||||||||||||
| | | |
| | |||||||||
| | | | • Capital Markets / M&A / Inv. Banking Risk Oversight and Management • Strategic Planning and Leadership | | | • Other Public Company Board Experience • CEO / Executive Management • Human Capital Management • Executive Compensation | | | | | | • Environmental Sustainability • Social Responsibility • Corporate Governance | |
| 12 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | PROPOSAL 1: ELECTION OF DIRECTORS | |
| | |||
| Age: Director Since: October 2017 Board Committees:
Industry Experience: • Consumer Discretionary • Entertainment, Lodging and/or Hospitality • Gaming • International • Technology |
BIOGRAPHICAL INFORMATION
Mr. Rumbolz has served as Executive Chairman 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 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 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.
| | | | | Biographical Information • Serves as Executive Chairman of the Board of Directors of Everi Holdings Inc. (NYSE: EVRI), a developer of gaming products and services since April 2022. Previously served in 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. • Serves as an independent director of Seminole Hard Rock Entertainment, LLC since 2008 and as the Chairman of the American Gaming Association since January 2024. • 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 Holdings. • Served as former Vice Chairman of the Board of Casino Data Systems until it was sold in 2001, President and CEO of Anchor Gaming from 1995 to 2000, Director of Development for Circus Enterprises (later Mandalay Bay Group) from 1992 to 1995, and President of Casino Windsor at the time of its opening in Windsor, Ontario in 1995. • 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 and as former Chief Deputy Attorney General of the State of Nevada. • Inducted into the American Gaming Association’s Gaming Hall of Fame Class of 2022 in recognition of his contributions to the gaming industry over the past 40 years. • Holds a B.A. in political science from the University of Nevada – Las Vegas and a J.D. from the University of Southern California. | | | | | | |||||||||
| |||||||||||||||||||
| | | E kills Mr. Rumbolz’s experience in the highly regulated gaming industry, both as an operator and as a regulator, | | |||||||||||||||
| | | | Skills/Qualifications | | ||||||||||||||
| | | | • Capital Markets / M&A / Inv. Banking • Finance / Accounting • Govt. Relations / Legal and Regulatory / Public Policy • Risk Oversight and Management | | | • Strategic Planning and Leadership • Other Public Company Board Experience • CEO / Executive Management • Human Capital Management • Executive Compensation | | | | | | • Environmental Sustainability • Social Responsibility • Corporate Governance • Cybersecurity / IT | |
| | | | | | 13 | |
| PROPOSAL 1: ELECTION OF DIRECTORS | | | | |
| Director | | | Board of Directors | | | Audit Committee | | | Compensation Committee | | | Nominating and Governance Committee | |
| James R. Abrahamson(1) | | | | | — | | | — | | | — | | |
| Diana F. Cantor* | | | | | | | — | | | | |||
| Monica H. Douglas | | | | | — | | | | | — | | ||
| Elizabeth I. Holland* | | | | | | | — | | | | |||
| Craig Macnab* | | | | | | | | | — | | |||
| Edward B. Pitoniak(2) | | | | | — | | | — | | | — | | |
| Michael D. Rumbolz | | | | | — | | | | | | |||
| Number of Meetings Held in 2023 | | | 6 | | | 4 | | | 5 | | | 4 | |
| | | Board/Committee Chair | | | | | Board/Committee Member | |
| 14 | | | VICI PROPERTIES INC. — | | | | |
| | | | PROPOSAL 1: ELECTION OF DIRECTORS | |
| | | | | | | | | | | | | |||||||||
| | 2023 Annual Meeting of Stockholders Attendance | | | | | | | | 2023 Board and Committee Meeting Attendance | | | |||||||||
| | | | | | | | | | | | | | | | | |||||
| | | | Board of Directors | | | Audit Committee | | | Compensation Committee | | | Nominating and Governance Committee | | |
| | | | | | 15 | |
| PROPOSAL 1: ELECTION OF DIRECTORS | | | | |
| | | Director Candidate Qualification and Selection Process | |
| 16 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | PROPOSAL 1: ELECTION OF DIRECTORS | |
| | | Director Onboarding, Education and Engagement | |
| | | | | | 17 | |
| PROPOSAL 1: ELECTION OF DIRECTORS | | | | |
| | | Annual Board, Committee and Director Evaluation Process | |
| 18 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | PROPOSAL 1: ELECTION OF DIRECTORS | |
| | | Director Retirement and Refreshment | |
| | | | | | 19 | |
| Compensation Component | | | Amount | | ||||||
| Annual Retainer | | | $275,000 • ~64% ($175,000) payable in restricted common stock(1) • ~36% ($100,000) payable in cash | | ||||||
| Additional Annual Retainers | | | | | | | | | | |
| Independent Chair of the Board Annual Retainer | | | | $ | 120,000 | | | | | | | | | | | | | | |
| | | | 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. | |
| Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards(1) ($) | | | Total ($) | | |||||||||
| James R. Abrahamson | | | | $ | 160,000 | | | | | $ | 235,000 | | | | | $ | 395,000 | | |
| Diana F. Cantor | | | | $ | 100,000 | | | | | $ | 225,000 | | | | | $ | 325,000 | | |
| Monica H. Douglas | | | | $ | 104,000 | | | | | $ | 181,000 | | | | | $ | 285,000 | | |
| Elizabeth I. Holland | | | | $ | 116,000 | | | | | $ | 199,000 | | | | | $ | 315,000 | | |
| Craig Macnab | | | | $ | 100,000 | | | | | $ | 220,000 | | | | | $ | 320,000 | | |
| Michael D. Rumbolz | | | | $ | 100,000 | | | | | $ | 195,000 | | | | | $ | 295,000 | | |
| 20 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| WHAT WE DO | | | | WHAT WE DON’T DO | | ||||||
| | | 86% Independent Directors. Six of our seven directors standing for election have been determined by our Board to be “independent” as defined by the NYSE listing standards. | | | | | | No Classified Board. Our directors are elected annually for one-year terms. | | ||
| | | Independent Chair and Entirely Independent Committees. Our Chair of the Board is an independent director, which strengthens the role of our independent directors and encourages independent Board leadership. All of the members of our Audit, Compensation, and Nominating and Governance Committees are independent. | | | | | | 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. | | ||
| | | Annual Board, Committee and Director Self-Evaluations. The Board of Directors and each committee annually conduct a comprehensive self-evaluation process and considers engaging an independent evaluator at least every three years (with such independent evaluator most recently engaged in connection with the 2022 annual self-evaluation process). | | | | | | 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. | | ||
| | | Majority Voting for Directors. Directors are elected in uncontested elections by the affirmative vote of a majority of the votes cast. | | | | | | No Material Related Party Transactions or Relationships. We do not currently have any material related party transactions. In addition, no immediate family relationships exist among any of our directors or executive officers. | | ||
| | | 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. | | | | | | 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. | | ||
| | | Audit Committee Financial Experts. All of the members of our Audit Committee qualify as “audit committee financial experts” as defined by the SEC. | | | | | | No Option Trading or Short Selling of Our Securities. None of our directors and officers are permitted to trade in options, warrants, puts and calls or similar instruments on Company securities or sell Company securities “short”. | | ||
| | | Robust Executive Officer and Director Stock Ownership Guidelines.Our amended stock ownership guidelines require each of our executive officers and directors to accumulate and hold a significant amount of shares and exclude unearned performance-based equity from qualification as ownership. | | | | | | 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. In addition, none of our executive officers or directors are permitted to purchase our securities on margin or pledge our securities as collateral for margin or other loans. | | ||
| | | Market-Standard Proxy Access. A stockholder, or a group of up to 20 stockholders, that continuously hold 3% or more of our shares for at least three years may nominate up to the greater of two directors and 20% of directors, and such nominees will appear on the same ballot as the nominees recommended by our Board of Directors, subject to applicable requirements set forth in our bylaws. | | | | | | 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. | |
| | | | | | 21 | |
| CORPORATE GOVERNANCE MATTERS | | | | |
| 2023+ | |
| • Amended our Code of Business Conduct and Corporate Governance Guidelines to reflect key topical updates and additional policies • Published our comprehensive annual 2022-2023 ESG Report, including TCFD and SASB-aligned disclosure • Amended our Audit Committee, Compensation Committee and Nominating and Governance Committee charters to reflect evolving trends and best practices and clarify key areas of committee oversight • Amended our Incentive Compensation Clawback Policy in accordance with NYSE listing requirements and SEC rulemaking | |
| 2022 | |
| • Amended our bylaws to implement proxy access on market-standard terms in furtherance of our commitment to stockholder-friendly best practices following our inclusion in the S&P 500 in June 2022 • Amended our Related Party Transactions Policy in accordance with NYSE listing requirements • Amended our Executive Officer and Director stock ownership guidelines to reflect leading market practice, including increasing our CEO’s ownership threshold to six times base salary and our directors’ ownership threshold to five times their annual base cash retainer, as well as to exclude unearned performance-based equity from the calculation • Formed the VICI Management Committee (the “Management Committee”) in the first half of 2022, which works closely with executive leadership to enhance our operations, maintain and enrich our company culture and guide the execution of our strategic priorities • Published our comprehensive annual 2021-2022 ESG Report, including TCFD-aligned disclosure with respect to our climate change strategy, governance, risk management and targets | |
| 2021 | |
| • Amended our Audit Committee, Compensation Committee and Nominating and Governance Committee charters to reflect evolving trends and best practices and clarify key areas of committee oversight • Amended our Code of Business Conduct, Corporate Governance Guidelines, and Corporate Social Responsibility Policy to reflect key topical updates and existing practices of the Company • Refreshed our Committee membership and leadership in April 2021, rotating certain committee assignments and appointing a new Nominating and Governance Committee Chair • Published our first comprehensive annual 2020-2021 ESG Report | |
| 2020 | |
| • Adopted a majority voting standard for stockholder bylaw amendments in 2020 • Adopted enhanced guiding principles for director continuing education in 2020 • Established task force to advance goal of maintaining a diverse and inclusive workplace | |
| 22 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | CORPORATE GOVERNANCE MATTERS | |
| | CORPORATE GOVERNANCE GUIDELINES | | |
| | CODE OF BUSINESS CONDUCT | | |
| | | | | | 23 | |
| CORPORATE GOVERNANCE MATTERS | | | | |
| | CORPORATE SOCIAL RESPONSIBILITY POLICY | | |
| | POLITICAL CONTRIBUTION POLICY | | |
| 24 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | CORPORATE GOVERNANCE MATTERS | |
| | WHISTLEBLOWER POLICY & HOTLINE | | |
| | RESPONSIBLE SUPPLIER PRINCIPLES | | |
| | 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, 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. | | |
| | | | | | 25 | |
| CORPORATE GOVERNANCE MATTERS | | | | |
| | AUDIT COMMITTEE Fully Independent Meetings Held in 2023: 4 2023 Committee Member Attendance: 100% | | | Diana F. Cantor (Chair) | | | Elizabeth I. Holland | | | Craig Macnab | | |
| | Roles and Responsibilities: • Reviews the integrity of our financial statements and financial reporting processes; • Monitors our compliance with legal and regulatory requirements, including applicable gaming regulations; • Oversees the performance of our internal audit function; • Evaluates the qualifications, independence and performance of our independent auditor; • Reviews our continued qualification as a REIT; • Oversees, in connection with the Board, our enterprise risk assessment and management programs; • Reviews and receives reports regarding our cybersecurity and information technology risk exposures; • Maintains oversight of our independent auditor, including each annual audit and quarterly review; and • Establishes and maintains our internal audit controls. | | | |||||||||
| | 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. | | |
| | COMPENSATION COMMITTEE Fully Independent Meetings Held in 2023: 5 2023 Committee Member Attendance: 100% | | | Craig Macnab (Chair) | | | Monica H. Douglas | | | Michael D. Rumbolz | | |
| | Roles and Responsibilities: • Reviews and approves the compensation and benefits of our executive officers, non-executive employees and directors; • Administers and makes recommendations to our Board of Directors regarding approval of our incentive compensation and equity-based plans; • Produces an annual report on executive compensation and annual compensation committee report; • Periodically reviews our general employee compensation philosophy to ensure it is appropriate and does not incentivize unnecessary risk-taking; • Periodically reviews our human capital management programs, including those relating to employee compensation practices, employee benefits, and employee recruitment and retention; • Administers our incentive compensation clawback policy; and • Engages external or internal compensation consultants, legal, accounting or other advisors, with sole authority and appropriate funding to retain and oversee such consultants in the performance of its responsibilities. | | |
| 26 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | CORPORATE GOVERNANCE MATTERS | |
| | NOMINATING AND GOVERNANCE COMMITTEE | | | Elizabeth I. Holland (Chair) | | | Diana F. Cantor | | | Michael D. Rumbolz | | |
| | Fully Independent Meetings Held in 2023: 4 2023 Committee Member Attendance: 100% | | ||||||||||
| | Roles and Responsibilities: • 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; • 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; • Reviews periodically our corporate governance documents and makes recommendations, as appropriate, to the Board of Directors of amendments and modifications; • Makes recommendations to the Board of Directors as to the membership of committees of the Board of Directors, including a chair for each committee; • Oversees and evaluates our Board of Directors and management on an annual basis; • 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; • Monitors our compliance with the corporate governance requirements of state and Federal law and the rules of the NYSE; and • Reviews and oversees our ESG policies, goals and initiatives, including with respect to environmental sustainability and diversity, equity and inclusion, and makes recommendations, as appropriate, to the Board of Directors based on such review. | | |
| | | | | | 27 | |
| CORPORATE GOVERNANCE MATTERS | | | | |
| 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 • Development of business strategy | | | • Leadership of management succession planning • Business conduct and regulatory compliance oversight | | | • Oversight of Enterprise Risk Management matters • 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: | |
| | | | | | | | | | | | |||
| AUDIT COMMITTEE KEY RISK RESPONSIBILITIES | | | | | | COMPENSATION COMMITTEE KEY RISK RESPONSIBILITIES | | | | | | NOMINATING AND GOVERNANCE COMMITTEE KEY RISK RESPONSIBILITIES | |
| • Integrity of our financial statements and financial reporting process, including the performance of our internal audit function; • Compliance with legal and regulatory requirements, including oversight of policies regarding REIT compliance; • Evaluation of the independence of our independent auditors; • Oversight, in connection with the Board of Directors, of our Enterprise Risk Management framework; • Policies and transactions related to certain swaps and other derivatives transactions; and • Cybersecurity and information technology risk exposures. | | | | | | • Compensation of executive officers, non-executive employees and directors; • Incentive compensation plans and equity-based plans; • Human capital management programs, including those relating to employee compensation practices, employee benefits, and employee recruitment and retention; • Engagement with stockholders and proxy advisory firms on executive compensation matters; and • Incentive compensation clawback policy. | | | | | | • General operations of the Board of Directors; • Succession planning; • 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 • ESG policies, goals and initiatives (including environmental sustainability, climate change, and diversity, equity and inclusion) | |
| MANAGEMENT | |
| 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 | |
| 28 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | CORPORATE GOVERNANCE MATTERS | |
| | Management Role | | | Management is responsible for our risk management policies and practices and monitors risks identified under the ERM framework and new and emerging risks throughout the year in the course of operating our business. As appropriate, management provides detailed briefings to the Board of Directors and appropriate committees with respect to assessments, procedures, and controls completed or implemented in response to new and emerging risks. | | |
| | Annual Assessment | | | On an annual basis, management (with the input of the Board of Directors and external advisors) refreshes the Enterprise Risk Assessment (“ERA”) to reevaluate the spectrum of potential risks under our ERM framework and incorporate new and emerging identified risks. | | |
| | Quarterly Review | | | On a quarterly basis, management and key employees reevaluate their risk assessment from the most recent ERA, including with respect to key risk drivers, mitigants and trends, and emerging risks. | | |
| | Reporting and Oversight | | | The results of the annual ERA are presented for review and further discussion among the executive leadership team, key employees, and members of the Audit Committee and the Board of Directors. Each quarter, the executive leadership team reports to the Audit Committee and the Board of Directors to review and discuss trends in the risk assessment. | | |
| | Long-Term Strategy | | | In connection with the Board of Directors’ annual strategy session, key risks relating to the Company’s long-term strategic planning are evaluated and discussed among the Board of Directors, executive leadership, and the Management Committee. | | |
| | Legal and Regulatory Compliance | | | On a quarterly basis, management presents to the Audit Committee an additional assessment of the Company’s ongoing compliance with applicable gaming regulatory requirements and licensure, financial covenants and reporting, listing exchange rules, and other applicable obligations. | | |
| | Corporate Governance | | | Management monitors certain corporate governance items on an ongoing basis, including developments with respect to key topic areas, and reports to the Nominating and Governance Committee each quarter with respect to any updates. | | |
| | Tenant Performance Review | | | On a quarterly basis, executive leadership and key employees review the financial reporting provided by tenants pursuant to the leases to evaluate, among other things, property performance, tenant credit quality, and rent coverage. | | |
| | Compensation | | | On an annual basis and more frequently as necessary, the Compensation Committee evaluates (with the assistance of its independent compensation consultant) risks relating to the Company’s compensation of executive officers, employees, and directors. | | |
| | Internal Audit | | | As a component of our overall control framework, we annually perform internal audit projects focusing on one or more top identified risks. Any findings or potential improvement opportunities are integrated into our ongoing risk management, with updates provided to the Audit Committee as appropriate. | | |
| | | | | | 29 | |
| CORPORATE GOVERNANCE MATTERS | | | | |
| 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. | |
| Approach | | |||
| Our cybersecurity and information technology (“IT”) program includes a number of safeguards, such as network segmentation, conditional access, security measures, external threat monitoring, access and authentication controls, incident response planning, and testing of controls and procedures. | | |||
| • Quarterly vulnerability scanning | | | • Annual third-party penetration testing | |
| • Periodic cybersecurity maturity assessments | | | • Risk-based third-party service provider oversight | |
| • Mandatory employee cybersecurity training | | | • Cybersecurity risk assessments | |
| • Regularly tested incident response plans | | | • Integration into ERM framework | |
| Governance and Reporting | | |||
| Our cybersecurity and IT framework is characterized by key internal and external resources, including: | | |||
| • Highly qualified contracted Chief Information Security Officer | | | • Additional third-party managed service providers | |
| • Monthly reporting to our VP, Accounting & Administration | | | • Quarterly reporting to our IT Executive Committee | |
| • Semi-annual review and report to Audit Committee | | | • Prompt incident-based reporting to Audit Committee and Board of Directors | |
| For additional information on our cybersecurity and IT policies and practices, see the section entitled “Item 1C — Cybersecurity” on pages 36-37 of our 2023 Annual Report. | |
| 30 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | CORPORATE GOVERNANCE MATTERS | |
| Key Stakeholder Groups | | ||||||||||||
| Our Stockholders | | | | Our Employees: Team VICI | | | | Our Partners: Tenants and Borrowers | | | | Our Lenders and Noteholders | |
| Our Communities | | | | Our Industry Regulators | | | | Our Industry and Trade Groups | | | | Our Vendors, Suppliers and Service Partners | |
| Key Engagement Principles For 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 | | | Annual Cycle of Outreach and Engagement | |
| | | | | | 31 | |
| CORPORATE GOVERNANCE MATTERS | | | | |
| | 2023 Developments and Highlights | | | ||||||||
| | Strategic ESG Consultant. We engaged a strategic ESG consultant in early 2023 and have outlined an internal multi-year strategic roadmap for the development and implementation of additional ESG initiatives, including sustainability initiatives at our golf courses, expanded tenant engagement efforts, participation in additional evaluation and scoring frameworks, and the development of internal processes and controls to support and facilitate these initiatives. | | | ||||||||
| | Stakeholder Materiality Assessment. We completed an initial stakeholder materiality assessment in the first half of 2023 by assessing a range of ESG topics and obtaining survey feedback from key internal and external stakeholders. Our 2022-2023 ESG Report presents a materiality matrix presenting the results of this assessment, including our scope of control and perceived ability to impact each topic in light of our triple-net model as well as gaming and regulatory considerations. The information in our 2022-2023 ESG Report is not incorporated by reference into, and does not form a part of, this Proxy Statement. | | | ||||||||
| | UN Sustainable Development Goals (SDGs) Alignment. We mapped our materiality assessment results against the UN SDGs to identify which goals are most relevant to our business and where we can potentially have the greatest impact, including through our tenant engagement efforts. We expect to utilize these identified goals as a framework to guide our ESG strategy and priorities going forward and to refresh this analysis from time to time with the growth of our business, overall ESG program, and future stakeholder feedback. | | | | | |
| 32 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | CORPORATE GOVERNANCE MATTERS | |
| Key Objectives and Approach | | |||
| | | • Corporate Sustainability — Set an example by striving to improve the environmental performance of our headquarters and externally managed golf course operations, including reducing water usage, improving energy efficiency, reducing waste, and increasing recycling and waste diversion • Triple-Net Property Sustainability Support — Act within the scope of our triple-net lease structure to address the sustainability and long-term climate resilience of properties across our portfolio by supporting our tenants’ implementation of environmental sustainability and performance improvement measures • Stakeholder Expectations and Reporting — Improve our ability to address investor and other stakeholder group expectations with respect to our corporate-level environmental sustainability initiatives, including through our tenant engagement efforts and data reporting capabilities | |
| | 2023 Developments and Highlights | | | ||||||||
| | Expanded Data Reporting. Our 2022-2023 ESG Report included environmental sustainability data with respect to a majority of our triple-net leased portfolio, as well as our corporate and golf operations. Reported data includes total water consumption, total electricity, natural gas and district energy heating/cooling consumption, total waste generated and percentage of waste diverted, and our tenants’ scope 1, scope 2 and scope 3 emissions. | | | ||||||||
| | External Framework Alignment. Our 2022-2023 ESG Report included disclosure in alignment with the SASB — Real Estate Standard and the Task Force on Climate-related Financial Disclosure (TCFD) guidelines, including additional information with respect to our climate change governance, risk management, strategy and metrics and targets. The information in our 2022-2023 ESG Report is not incorporated by reference into, and does not form a part of, this Proxy Statement. | | | ||||||||
| | Refer to the following pages for additional 2023 developments and highlights. | | |
| | | | | | 33 | |
| CORPORATE GOVERNANCE MATTERS | | | | |
| | Sustainability Areas | | | | Long-term Initiatives and Recent Developments | | | ||||
| | Reducing Energy Consumption and Greenhouse Gas Emissions | | | | • Upgrading HVAC equipment with high efficiency, Energy Star-certified appliances and installing smart thermostats where feasible • Transitioning substantially all indoor lighting to high-efficiency LED lights • Replacing golf cart fleets with higher efficiency, battery-operated models • Implementing fuel output measuring to monitor maintenance vehicle fuel usage and performance | | | ||||
| | Reducing Water Consumption | | | | • Replacing pond liners and other irrigation infrastructure and removing or deactivating certain water features to limit leakage and evaporation • Utilizing reclaimed water with respect to irrigation and other maintenance activities, including the installation of closed loop water recycling stations for vehicle maintenance • Transitioning to low-flow fixtures and other measures | | | ||||
| | Reducing Waste | | | | • Implementing consumer and business recycling programs and other measures to reduce waste, including bottle refilling stations • Retaining on-site materials, including reclaimed soil and construction materials, generated from maintenance activities and repurpose them into other areas | | | ||||
| | Improving Biodiversity and Reducing Environmental Impact | | | | • Continuing to transition designated areas to naturalized landscaping and low water-consumption grasses • Biodiversity/naturalization initiatives to restore portions of the courses and welcome back local flora and fauna | | |
| Demonstrating a Commitment to Environmental Sustainability | | |||
| Two of our golf courses are certified members of the Audubon Cooperative Sanctuary Program for Golf, sponsored by the Audubon Society, with Chariot Run Golf Club certified since 2009 and Grand Bear Golf Club achieving the first level of certification with respect to environmental planning in early 2023. CDN Golf and management at each of our golf courses continue to work with the Audubon Society on the multi-year planning and certification process. The Audubon Cooperative Sanctuary Program for Golf is an education and certification program that helps golf courses protect the environment, preserve the natural heritage of the game of golf, promote environmental sustainability, and gain recognition for the efforts of golf course operators. | | | |
| 34 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | CORPORATE GOVERNANCE MATTERS | |
| | Property Sustainability Measures.Certain of our tenants have implemented various sustainability measures at our leased properties and across their operations, including: | | | |||
| | • On-site renewable energy sources | | | • Drought tolerant / native landscaping | | |
| | • Smart grid / smart building technologies | | | • Smart irrigation | | |
| | • Energy-efficient lighting upgrades | | | • Water recycling and reuse measures | | |
| | • Electric vehicle charging stations | | | • Waste reduction and recycling programs | | |
| | • High-efficiency equipment, appliances, and fixtures | | | • Composting and food waste mitigation | | |
| | | | | | 35 | |
| CORPORATE GOVERNANCE MATTERS | | | | |
| Green Lease Coverage | |
| As of December 31, 2023, approximately 61% of our lease agreements (covering approximately 78% of our leased properties) include some form of green lease provision. | |
| | Green Building Certifications. We are proud to recognize our tenants’ achievements in obtaining LEED certification at four of our leased properties. 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 2009-NC – Platinum (2020) | | | | | MGM National Harbor in Oxon Hill, Maryland LEED 2009-NC – Gold (2017) | | | ||
| | | | The Venetian Convention & Expo Center in Las Vegas, Nevada LEED v4.1 Recertification − Gold (2022) | | | | | The Octavius Tower at Caesars Palace Las Vegas in Las Vegas, Nevada LEED-NC 2.2 – Silver (2012) | | | ||
| | Certain of our tenants’ operations at our properties have also been recognized for environmental performance through, among other recognitions, the Green Building Initiative’s Green Globes certifications and Green Key awards. | | |
| 36 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | CORPORATE GOVERNANCE MATTERS | |
| | | Caesars Entertainment. Caesars’ “PEOPLE PLANET PLAY” framework reflects their commitments to supporting the wellbeing of their team members, guests and local communities, taking care of the world they call home, and creating memorable experiences for their guests and leading the industry as a responsible business. Within their Planet strategy, Caesars continues to progress environmental sustainability initiatives across its operations, including at our leased properties, through initiatives such as their CodeGreen employee environmental program, science-based GHG emissions reduction targets, supply chain engagement, green building practices, and renewable energy investments across their operations. | | | | ||
| | | MGM Resorts. MGM Resorts has embraced a leadership role in environmental sustainability through its “Focused on What Matters: Embracing Humanity & Protecting the Planet” platform. Through their “Protecting the Planet” strategic pillar, MGM Resorts’ core belief is that a greener business is a better business and environmental leadership is critical to 21st century corporate leadership. MGM Resorts’ strategic priorities include a public commitment toward key sustainability goals and science-based climate targets, including energy, emissions, water and waste reduction goals, renewable energy sourcing and implementing initiatives to pursue achievement of those goals. | | | | ||
| | | 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. Across their properties, including at our leased properties, they continue to implement enhancements to increase energy efficiency, expand their emissions reporting capability, reduce waste generation and increase recycling, and emphasize sustainable procurement and food sourcing. | | ||||
| | | 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. Hard Rock-managed casino-hotel properties, including our leased properties, have implemented energy reduction and efficiency plans, improved waste practices and systems, as well as a digital Practice Library that allows teams to share best practices globally. | | ||||
| | | Century Casinos. Century Casinos is investing in their communities, team members and planet through the Century Cares program, created to show their dedication to the well-being of their communities now and well into the future. Century Casinos remains committed to being good stewards of the environment, considering it their responsibility to protect global ecosystems and minimize their consumption of resources. Over the past years, Century Casinos has prioritized the implementation of on-property green teams, new energy-efficiency projects and is assessing measures for reduction of water consumption, waste management and sourcing renewable energy. These dedicated efforts play a crucial role in addressing climate change and fostering a sustainable environment for future generations. | | ||||
| | | The Venetian Resort. The Venetian Resort’s commitment to corporate responsibility is demonstrated through a leadership role in the hospitality industry in its movement to actively minimize the environmental impact of their operations on our planet. Using a science-based approach, they have developed and refined their sustainability strategy around the four pillars of environmentally responsible operations, green meetings and events, green buildings, and stakeholder engagement, by identifying areas with the greatest environmental impact and opportunity. Their environmentally responsible operations target ways to eliminate waste, reuse, replace, and recycle to limit their impact through natural resource conservation, waste management and supply-chain sustainability, and their Green Meetings program reflects their commitment to sustainable programs and practices that directly benefit their meeting clients. | |
| | | | | | 37 | |
| CORPORATE GOVERNANCE MATTERS | | | | |
| Metric | | | Unit of Measurement | | | 2021 | | | 2022 | | | 2023 | | |||||||||
| Water Usage(1) | | | Mgal | | | | | 521.5 | | | | | | 471.9 | | | | | | 417.7 | | |
| Electricity Usage(2) | | | MWh | | | | | 5,197.7 | | | | | | 5,105.6 | | | | | | 5,731.7 | | |
| Fuel Usage(3) | | | MWh | | | | | 2,888.5 | | | | | | 2,825.0 | | | | | | 2,325.5 | | |
| Scope 1 Emissions(4) | | | MTCO2e | | | | | 642.7 | | | | | | 616.0 | | | | | | 523.9 | | |
| Scope 2 Emissions(4) | | | MTCO2e | | | | | 1,995.0 | | | | | | 1,960.7 | | | | | | 2,104 | | |
| Reported Portfolio 2022 Data Coverage ~76% by property ~91% by sq. ft. | |
| 38 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | CORPORATE GOVERNANCE MATTERS | |
| Key Objectives and Approach | | |||
| | | • Company Culture — Nurture our company culture and focus on the health, safety, wellbeing, and professional development of our employees through recruiting and retention, employee engagement, and strong support and benefits. • Community and Corporate Citizenship — Support the communities in which we operate and own properties and demonstrate our commitment to corporate social responsibility through volunteering, regular giving, and identifying unique opportunities to contribute to charitable causes • Advance Social Responsibility Issues — Enhance our commitments to key social responsibility issues by implementing and expanding policies and procedures, employee training, and external engagement | |
| VICI Values. In 2023, we undertook a process to collectively revisit and refine our VICI Values, originally put in place following our formation, to reflect the growth and maturation of our business and our work since then to develop an effective and inclusive company culture. Collecting feedback at every level of our organization, we developed a set of values that are unique to our Company and articulate how we strive to conduct ourselves individually, build our collective culture, sustain our internal and external relationships, and hold ourselves and each other accountable. Each of these are further expanded into core principles that provide a common set of expectations for everyone in our organization. We expect to advance this effort by further integrating these values into our day-to-day organizational processes by recognizing employees who embody these values and enhancing our performance management and talent engagement efforts. | | | |
| | | For 2023-2024, we were certified as a Great Place to Work® by the Great Place to Work® Institute for the fifth year in a row. With 100% participation across our organization, 100% of our employees agreed that “Taking all things into account, this is a great place to work.” | |
| | Team VICI. As of December 31, 2023, Team VICI consisted of 28 team members, all full-time employees in professional or administrative roles. As we continue to increase our headcount along with the growth of our business, we strive to nurture our company culture and take advantage of the highly interpersonal, relationship-based nature of our Company. | | |
| | | | |
| | Due to our headcount of fewer than 100 employees, we do not (and are not required to) file an annual EEO-1 Report with the EEOC under the applicable requirements of Title VII of the Civil Rights Act of 1964, as amended. | | |
| | | | | | 39 | |
| CORPORATE GOVERNANCE MATTERS | | | | |
| | Employee 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 fifth year in a row, and additional pulse surveys and informal feedback opportunities • Our Management Committee assists executive leadership to guide VICI’s cultural development, operations and strategic direction and also facilitates employee engagement through the Management Committee Advisors program • Our employees lead key company initiatives on a voluntary basis, including VICI Volunteers and the DEI Committee, with executive sponsorship and support | | | 100% of Employees Rated VICI a Great Place To Work® | | |
| | Training and Integration | | | • Host trainings related to a broad variety of topic areas to educate and advance our employees’ understanding of, and engage in discussions relating to, concepts relevant to our business, such as business ethics, code of conduct, anti-corruption, DEI, anti-harassment and other matters outlined in our corporate policies • Provide educational opportunities for our employees through our VICI 101 program, a comprehensive curriculum providing an introduction to concepts and topics that are core to our business, and additional “lunch-and-learn” sessions periodically hosted by subject matter experts | | |
| | Compensation and Benefits | | | • Offer 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, a parenthood pursuit program with a significant lifetime reimbursement benefit, and access to an employee assistance program • Provide for participation in our STIP (short-term incentive program) to all employees and, in 2023, expanded participation in our LTIP (long-term incentive program) to all equity-eligible employees • Seek to provide additional unique benefits, such as our charitable engagement benefit through Groundswell (described below) 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 | | |
| | Health, Safety and Wellness | | | • Seek to maintain a safe, welcoming and inclusive office environment, while offering a flexible remote-working policy with programs and support to increase virtual engagement • Provide a broad array of mental health and wellness-related benefits through our employee assistance program, which provides, among other things, counseling, mental health and wellness and other support services • Offer an unlimited paid-time off policy with a two-week minimum, as well as unique opportunities such as the August Work-From-Anywhere Initiative | | |
| | Diversity, Equity and Inclusion | | | • 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 • Empowering our DEI Committee (formerly the 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 | | |
| | Professional Development | | | • Provide opportunities for our employees to learn more about business strategy, real estate and related sectors, and financial and accounting matters, as well as opportunities to enhance relationships by visiting properties and engaging with tenants and potential counterparties • Offer practical opportunities for professional development within our organization, including through training and mentoring, lunch and learns, and our professional development stipend to support self-selected opportunities • Encourage our employees to contribute to our strategic evaluation of additional experiential sectors for potential investment by bringing their passions and interests to their professional roles | | |
| | Community Involvement | | | • Through our Charitable Contribution Matching Program and the Groundswell Charitable Giving platform, offer employees the opportunity to multiply the impact of their charitable activity, with a significant individual dollar-for-dollar matching cap per individual, recognition of in-person volunteer efforts through supporting donations, and access to Groundswell Personal Giving Accounts, through which they are able to research charities, make contributions, track their giving activity, and seamlessly facilitate matching contributions pursuant to our program • Support our employees and the charities they are personally committed to through corporate giving and fundraising event sponsorship from time to time, as well as periodic contributions through Groundswell for employees to contribute to the charities of their choice • Endeavor to host opportunities each year to volunteer in-person as a team to contribute to causes and provide opportunities for team building and engagement | | |
| 40 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | CORPORATE GOVERNANCE MATTERS | |
| | Core Pillars | | | 2023 Developments | | | Select Supported Organizations | | |
| | Contribution Drives We identify organizations to support through corporate contributions and employee support year-end contribution drives. | | | • We expanded our support of The Child Center of NY by directly sponsoring one of their many program sites for their annual toy drive, fulfilling 100 individual wish letters provided by children in December 2023, and supporting their annual backpack drive to provide backpacks and school supplies to children in August 2023. • We held a professional clothing donation drive in support of The Bowery Mission in December 2023. | | | | | |
| | Encouraging Volunteerism We seek opportunities to engage in person with charitable organizations in New York City to support their missions and encourage our employees to do the same by recognizing their volunteer efforts with supporting donations. | | | • Fifteen volunteers participated in City Harvest’s annual Repack to Give Back event in November 2023, helping to repack bulk food produce for local food distribution partners and organizations. • We amended our Charitable Contribution Matching Policy in March 2023 to support our employee’s volunteer efforts by providing matching financial support to charitable organizations. | | ||||
| | Corporate Giving We seek to build relationships with charitable organizations that make a difference in our communities and that our employees are personally involved with. | | | • We contribute to many different charitable organizations, including those based in New York City, Southern Nevada, and others supported by our employees through our Charitable Contribution Matching Policy. • We contributed to annual fundraising events for two charitable organizations at the request of employees who are personally involved in such charities. | | ||||
| | Impact Opportunities As opportunities arise, we seek to positively impact the communities surrounding our assets in unique ways. | | | • We supported the Las Vegas Super Bowl LVIII Host Committee Charities, a 501(c)(3) organization whose mission is to improve the quality of life of Nevada residents through community affairs programs, initiatives and legacy projects, in connection with Super Bowl LVIII in Las Vegas in February 2024. • Through the leadership of CDN Golf, each of our golf courses engage with and support their respective local communities through outreach and service, including charity fundraising events and golf round donations in support of local organizations. | |
| 2023 Charitable Impact | |
| As an organization of only 28 employees as of year-end 2023 (including six new hires who joined the Company in 2023), 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 2023, we: • Volunteered more than 30 hours at our City Harvest Repack to Give Back event in November 2023 • Directly contributed a total of $125,000 to individual charitable organizations, excluding our support of the Las Vegas Super Bowl LVIII Host Committee Charities described below • Matched a total of $35,000 in employee donations through our Charitable Contribution Matching Program • Supported the Las Vegas Super Bowl LVIII Host Committee Charities, facilitating community affairs programs, initiatives, legacy projects and direct contributions to Las Vegas and Nevada-based charitable organizations | |
| | | | | | 41 | |
| |
| OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR |
2024. | | |||||
|
|
|
Corporate Governance Profile
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:
| 42 | | | |||||||
|
| |||||||||
|
| |||||||||
|
| |||||||||
|
| |||||||||
|
| |||||||||
|
| |||||||||
|
| |||||||||
|
| |||||||||
|
|
| VICI PROPERTIES INC. — | | | | |
| Type of Fees | | | 2023 | | | 2022 | | ||||||
| Audit Fees(1) | | | | $ | 1,529,000 | | | | | $ | 1,764,451 | | |
| Audit-Related Fees(2) | | | | $ | 960,255 | | | | | $ | 266,000 | | |
| Tax Fees(3) | | | | $ | 15,251 | | | | | $ | 38,348 | | |
| All Other Fees | | | | | — | | | | | | — | | |
| Total | | | | $ | 2,504,506 | | | | | $ | 2,068,799 | | |
|
|
|
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.
|
| |
|
| |
|
|
|
|
|
|
| |
|
| |
|
|
|
|
|
Environmental Sustainability and Social Responsibility
KEY PILLARSOF ENVIRONMENTAL 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 golf courses, as well as to the health, safety and well-being of our employees, suppliers, partners and local communities.
|
|
KEY AREASOF OVERSIGHTAND RESPONSIBILITY
The key areas of responsibility regarding certain ESG matters with respect to our Board of Directors and its committees, our executive leadership and our employee-led groups are set forth below:
|
|
|
ENVIRONMENTAL SUSTAINABILITY
Environmental Sustainability and Social Responsibility Task 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 and to monitor our engagement with our tenants to collect and review data relating to environmental sustainability and understand2022, the environmental impact of our leased property portfolio. In addition, 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 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 manyaudit of the latest sustainable building materialsVICI Properties L.P. 401(k) Plan. Increased audit-related fees in 2023 primarily related to additional transaction-related due diligence.
Our Leased Properties. Our existing leased properties are leased pursuant2023 relate 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 understandingassistance with certain of the environmental impactCompany’s state and local tax filing requirements.
A brief review of our sustainability engagement with our tenants is presented below:
|
|
|
|
|
|
|
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.
| ||
| ||
| ||
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:
|
| |||||
|
|
Certain of our tenants’ operations at our properties have also been recognized for environmental performance through, among other recognitions, the Green Building Initiative’s (GBI) Green Globes certifications and Green Key awards.
|
|
|
SUSTAINABILITY 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 managed 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, which drive a large majority of our overall resource usage.
Due to the nature of golf course management and the locations of certain 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 |
|
|
|
|
TRIPLE-NET LEASED PORTFOLIO
|
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.
| ||
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
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.
| ||
|
We have initiated environmental conservation programs at our golf courses, including our ongoing sustainability initiatives listed below:
|
|
|
|
|
|
|
|
|
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.Audit Committee
CLIMATE STRATEGY
CLIMATE GOVERNANCE
Our Environmental Sustainability and Social Responsibility Task Force is primarily responsible for the evaluation and assessment of climate change risk across our portfolio, 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 Governance 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 our management of climate risk.
MANAGING CLIMATE RISK
In 2022, we engaged a third-party consultant to evaluate the climate risk and sustainability 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 our website. The information in our 2021-2022 ESG Report is not incorporated by reference into, and does 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 pursue such initiatives at our leased properties. Accordingly, our tenants are responsible for the management of immediate climate-related risk and bear 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.
|
|
|
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 leased property portfolio at this time. With respect to our corporate and golf operations, as we continue to enhance our environmental sustainability programs and initiatives in partnership with CDN Golf, we expect to evaluate the feasibility of setting specific, measurable targets pursuant to key metrics across our operations.
|
|
|
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 opportunity. 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.
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 2022, we continued the work of reviewing and improving our organization’s diversity, equity and inclusion policies and practices with the leadership 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 is comprised of employees across functional areas and from various professional levels, and continues to pursue meaningful progress with respect to our diversity and inclusion initiatives. The Diversity and Inclusion Task Force meets on a periodic basis to review recent developments and progress, as well as to collect feedback from members on additional initiatives.
Employee Demographics. As of December 31, 2021 and 2022, the racial and ethnic diversity and gender 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 our corporate team to give effect to our management agreement with CDN Golf entered into in October 2022, pursuant to which individuals at our four golf courses previously employed by VICI are now employed by CDN Golf.
Diversity, Equity & Inclusion Engagement Timeline
|
|
|
|
|
|
|
|
|
|
|
CHARITABLE ENGAGEMENT
VICI Volunteers. Our VICI Volunteers team, led by and comprised of employees with an executive sponsor, guides our company’s community service engagement, corporate giving and related initiatives. In 2022, the work of our VICI Volunteers coupled with the individual charitable engagement of our employees included the below initiatives:
| ||||
| ||||
| ||||
| ||||
| ||||
| ||||
| ||||
| ||||
| ||||
| ||||
| ||||
| ||||
| ||||
| ||||
| ||||
|
| ||
|
|
|
HUMAN CAPITAL MANAGEMENT
Our Board of Directors, through our Compensation Committee and Nominating and Governance Committee, has oversight of all human capital management, including corporate culture, diversity and inclusion, talent acquisition, retention, employee satisfaction, engagement and succession planning. The most significant human capital measures and objectives that we focus on in managing our business and our related human capital initiatives include the following:
Engagement |
| |||
|
| |||
|
| |||
and Wellness |
| |||
Inclusion |
| |||
|
|
|
|
|
Director Independence
INDEPENDENCE DETERMINATIONS MADEBYOUR BOARDOF DIRECTORS
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 and meetings held for the Board and each of the Board committees as of the date of this Proxy Statement:
Director | Board of Directors | Audit Committee | Compensation Committee | Nominating and Governance Committee | ||||
James R. Abrahamson(1) |
| — | — | — | ||||
Diana F. Cantor* |
|
| — |
| ||||
Monica H. Douglas |
| — |
| — | ||||
Elizabeth I. Holland* | — | |||||||
Craig Macnab* |
|
|
| — | ||||
Edward B. Pitoniak(2) |
| — | — | — | ||||
Michael D. Rumbolz |
| — |
|
| ||||
Number of Meetings Held in 2022 | 11 | 4 | 5 | 4 |
Board/Committee Chair Board/Committee Member
|
|
|
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
|
|
|
and has the power to call special meetings of stockholders. The Chair also has the power to callscheduled meetings of the BoardAudit Committee, the Audit Committee delegates pre-approval authority of Directorspermissible tax and act as chair of such meetings. In additionnon-audit services 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 (whereAudit Committee or a subcommittee thereof. The Chair must report any such pre-approval decisions to the current ChairAudit Committee at its next regularly scheduled meeting. All services performed by the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023 were pre-approved in accordance with this policy.
| | | | | | 43 | |
DIRECTOR ATTENDANCEAT BOARD, COMMITTEEAND ANNUAL STOCKHOLDER MEETINGS
All seven of our directors serving on the Board attended the 2022 Annual Meeting of 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 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 2022, all directors attended at least 75%the Company’s filings under the Securities Act or the Exchange Act, respectively, whether made before or after the date of this proxy statement and irrespective of any general incorporation language therein.
COMMITTEE MEETING ATTENDANCE
With respect to Committee meetings, all of our independent directors are 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 Board, 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 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)Public Company Accounting Oversight Board (“PCAOB”), 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
and to issue its reports thereon. The Audit Committee monitors (i) the integrity of our financial statements and financial reporting processes, (ii) our compliance with legal and regulatory requirements, (iii) the performance of our internal audit function, (iv) the qualifications, independence and performance of our independent 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.oversees these processes. The Audit Committee selects, assistsapproves the selection 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 responsibilitiesappointment of our Audit
|
|
|
Committee are more fully described in our Audit Committee Charter, which is available on the Company’s website at www.viciproperties.com, underindependent registered public accounting firm and recommends the heading “Corporate Responsibility—Governance—Governance Documents”.
Our Boardratification 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,such selection 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 recommendationsappointment to our Board of DirectorsDirectors.
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 Companyreferred 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,above, we recommended to the Board of Directors of amendments and modifications, (iv) makes recommendations tothat the Board of Directors as toCompany’s audited consolidated financial statements for 2023 be included in the membership of committeesCompany’s Annual Report on Form 10-K for the year ended December 31, 2023 for filing with the SEC.
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
|
|
| 44 | |
| |
DIRECTOR CANDIDATE QUALIFICATIONAND SELECTION PROCESS
|
| VICI PROPERTIES INC. — | | | | |
|
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, EDUCATIONTABLE OF CONTENTS
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.
|
|
|
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:
|
|
|
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
| ||||
|
|
| ||||||
|
|
| ||||||
|
|
|
| ||||||||||||||||||
|
|
|
| ||||
| ||||||||||
|
|
|
| |||||||
|
|
|
|
|
|
|
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.
REGULATORY COMPLIANCEAND RESPONSIBLE GAMING
|
| |||
INFORMATION TECHNOLOGYAND CYBERSECURITY OVERSIGHT
| ||
|
|
|
|
Stakeholder Engagement
|
KEY STAKEHOLDER ENGAGEMENT PRINCIPLES
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
Stockholder Rights
PROXY ACCESS
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 outstanding common stock continuously for at least three years to nominate the greater of up to two directors or a number of directors constituting up to 20% of our Board of Directors for inclusion in our proxy materials for election at any annual meeting of the stockholders, 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 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.
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 Chair of the Audit Committee.
|
|
|
Related Party Transactions Policy
• 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 not inconsistent with the interests of the Company and its stockholders.
nsurance
| | | | | ||
| 45 |
|
|
| 5% Stockholders, Officers and Directors | | | Number of Shares Beneficially Owned | | | Percentage of Common Stock | | ||||||
| Beneficial Owners of 5% or More of Our Common Stock: | | | | | | | | | | | | | |
| The Vanguard Group(1) | | | | | 146,919,295 | | | | | | 14.1% | | |
| BlackRock, Inc.(2) | | | | | 102,220,817 | | | | | | 9.8% | | |
| Capital International Investors(3) | | | | | 63,424,190 | | | | | | 6.1% | | |
| State Street Corporation(4) | | | | | 54,604,645 | | | | | | 5.2% | | |
| Directors and Executive Officers: | | | | | | | | | | | | | |
| Edward B. Pitoniak | | | | | 1,163,447 | | | | | | * | | |
| John W. R. Payne | | | | | 395,678 | | | | | | * | | |
| David A. Kieske | | | | | 338,469 | | | | | | * | | |
| Samantha S. Gallagher | | | | | 302,590 | | | | | | * | | |
| James R. Abrahamson(5) | | | | | 143,742 | | | | | | * | | |
| Diana F. Cantor | | | | | 41,419 | | | | | | * | | |
| Monica H. Douglas | | | | | 25,855 | | | | | | * | | |
| Elizabeth I. Holland | | | | | 43,277 | | | | | | * | | |
| Craig Macnab | | | | | 57,411 | | | | | | * | | |
| Michael D. Rumbolz(6) | | | | | 74,526 | | | | | | * | | |
| Directors and Executive Officers as a Group (10 persons) | | | | | 2,586,414 | | | | | | * | | |
| |||||||
46 | | | VICI PROPERTIES INC. — | | | | |
Director
| | | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | |
| | | | | | 47 | |
Our non-employee directorCommittee 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 program remainedcommittee of any entity that has one or more executive officers serving as a member of our Board of Directors or the sameCompensation Committee, nor has such interlocking relationship existed in the past. Accordingly, during 2023 there were no interlocks with other companies within the meaning of the SEC’s proxy rules.
| COMPENSATION COMMITTEE REPORT | |
| 48 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ADVISORY APPROVAL OF THE NAMED EXECUTIVE OFFICER COMPENSATION. | | |
| | | | | | 49 | |
| 2023 Named Executive Officers | | |||||||||
| Edward B. Pitoniak Chief Executive Officer and Director Age: 68 | ||||||||||
| | John W.R. Payne President and Chief Operating Officer | | ||||||||
| David A. Kieske Executive Vice President, Chief Financial Officer and Treasurer Age: 53 | | |||||||||
| Executive Vice President, General Counsel and Secretary Age: 47 |
| |
Additional Annual Retainers | ||||||
Independent Chair of the Board Annual Retainer | $120,000 |
|
| |||
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. |
|
Director Compensation for 2022
The following table summarizes all compensation for our non-employee directors for the fiscal year ended December 31, 2022.
Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total | |||
James R. Abrahamson | $150,371 | $226,799 | $377,170 | |||
Diana F. Cantor | $102,918 | $218,030 | $320,948 | |||
Monica H. Douglas | $100,758 | $181,000 | $281,758 | |||
Elizabeth I. Holland | $112,110 | $198,027 | $310,137 | |||
Craig Macnab | $101,945 | $213,192 | $315,137 | |||
Michael D. Rumbolz | $ 99,027 | $191,920 | $290,948 |
|
|
|
|
Set forth below is certain information regarding each of our current executive officers, other than Mr. Pitoniak, whose biographical information is presented under “Proposal 1: Election of Directors—Directors — Director Nominees”.
| ||||||
| ||||||
| ||||||
| ||||||
|
|
|
|
The following table sets forth certain information regarding the beneficial ownership of the Company’s common stock, as of March 1, 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 “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 1,004,204,918 shares of our common stock outstanding as of March 1, 2023.
5% Stockholders, Officers and Directors | Number of Shares Beneficially Owned | Percentage of Common Stock | ||||||||
Beneficial Owners of 5% or More of Our Common Stock: |
|
|
|
|
|
| ||||
The Vanguard Group(1) | 144,131,966 | 14.4% | ||||||||
BlackRock, Inc.(2) | 97,331,334 | 9.7% | ||||||||
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: |
|
|
|
|
|
| ||||
Edward B. Pitoniak | 926,670 | * | ||||||||
John W. R. Payne | 338,532 | * | ||||||||
David A. Kieske | 284,906 | * | ||||||||
Samantha S. Gallagher | 259,108 | * | ||||||||
James R. Abrahamson(6) | 136,481 | * | ||||||||
Diana F. Cantor | 34,480 | * | ||||||||
Monica H. Douglas | 20,338 | * | ||||||||
Elizabeth I. Holland | 37,178 | * | ||||||||
Craig Macnab | 50,634 | * | ||||||||
Michael D. Rumbolz(7) | 68,557 | * | ||||||||
Directors and Executive Officers as a Group (10 persons) | 2,156,884 | * |
|
|
|
| ||||||
| VICI PROPERTIES INC. — | | | | |
|
|
|
|
|
|
|
|
|
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 2022 there were no interlocks with other companies within the meaning of the SEC’s proxy rules.
|
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)
Monica H. Douglas
Michael D. Rumbolz
|
|
|
COMPENSATION DISCUSSION AND ANALYSIS
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
|
|
|
Executive Summary
ackground
| | | | | | | ||
| | | | | 51 | | | |
| | | | | 53 | | | |
| | | | | 55 | | | |
| | | | | 56 | | | |
| | | | | 61 | | | |
| | | | | 61 | | | |
| | | | | | | ||
| | | | | 63 | | | |
| | | | | 64 | | | |
| | | | | 65 | | | |
| | | | | 66 | | | |
| | | | | 66 | | | |
| | | | | 68 | | | |
| | | | | 69 | | | |
| | | | | 70 | |
|
|
| | | | 51 | |
EXECUTIVE COMPENSATION |
| | | |
2023 Financial Highlights |
|
2022 HIGHLIGHTS
The following are some of the highlights of our accomplishments in 2022:
| | |||||
45.0% |
|
|
TOTAL STOCKHOLDER RETURN BENCHMARKING
| | | 3.6%
| | |
| | Significantly outperformed against Peer Group, Triple Net REIT comparison group, RMZ and total stockholder return (“TSR”). Outperformed Triple Net REIT comparison group, and lagged the Peer Group, RMZ and S&P 500 in one-year 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., | | | |||
| | VICI 3-Year Total Stock Return Performance (12/31/20 to 12/31/23) | | | |||
| | | |
| 52 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | EXECUTIVE COMPENSATION | |
bjectives
• 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. Compensation Elements |
|
|
|
|
|
|
|
|
COMPENSATION ELEMENTS
The primary components of our executive compensation program are base salary, short-term incentive compensation (cash bonus plan)bonus) 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.
| | | | | | 53 | |
| EXECUTIVE COMPENSATION | | | | |
| | 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 | | | ||||
| | |
Compensation Practices and Policies |
|
|
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 short-term cash incentive compensation and service and performance-based long-term equity incentive compensation. | | | | | No excise tax gross ups upon a change in control. | ||||||
| ||||||||||||
| | Double-Trigger Change in Control | | | | | No pledging, hedging or short sale activities by our executives and directors. | |||||
| ||||||||||||
| | Clawback | | | | | We do not maintain any defined benefit or supplemental retirement plans. | |||||
| ||||||||||||
| | LTIP Award | | | | | No perquisites or other personal benefits to executive officers that are not available to all employees. | |||||
| ||||||||||||
| | Maintain robust director and executive officer stock ownership guidelines, with only earned performance-based equity included in determining if the ownership threshold is satisfied. | | | | | 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. | |||||
| ||||||||||||
| | Require a one-year minimum vesting period on equity grants, subject to a 5% carve-out for certain equity grants. | | | | | No plan design features that encourage excessive or imprudent risk taking. | |
| 54 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | EXECUTIVE COMPENSATION | |
ommittee
| Role of Executive Management |
|
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,EVP, General Counsel and Secretary, and the Executive Vice President,EVP, 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 annualshort- 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.
onsultant
At the Compensation Committee’s request, the independent compensation consultant regularly attends Compensation Committee meetings. The independent compensation consultant also communicates with the Chair of the Compensation Committee outside committee meetings regarding matters related to the Compensation Committee’s responsibilities.
enchmarking
2022 PEER GROUP
In the fourth quarter of 2021,2022, the Compensation Committee reviewed the composition of our peer group with the assistance of Pay Governance LLC, the independent compensation consultant, reviewed the composition of our peer group.LLC. Following this review, and based on the recommendations of the independent compensation consultant,Pay Governance LLC, the Compensation Committee approved an updateddetermined that no revisions to our peer group for the 20222023 executive compensation program were warranted, taking into consideration the Company’s significantcontinued growth, total revenues, market capitalization, total enterprise value and estimatedAdjusted EBITDA, taking into accountas well as the 2022 consummation of transactions pending in the fourth quarter of 2021.intention to maintain year-over-year consistency with respect to our current compensation peer group. The companies in the 2022our peer group comprise a variety of asset classes within the REIT industry, as well as companies that represent a broad cross section of experiential operators in other related industries, such as gaming, hospitality and retail, that wereare similar to our anticipated company profile. In particular, theThe companies included in the 20222023 peer group, representas well as a broader cross sectioncomparison of experiential operators and a significantly larger mean and median size in terms of, among other things,the Company’s market capitalization and total enterprise value. The companies invalue to the 2022 peer group, are set forth in the table herein.
| | | | | | 55 | |
| EXECUTIVE COMPENSATION | | | | |
| 2023 Peer Group | | ||||||
| ||||||||
Alexandria Real Estate Equities, Inc. | |
| ||||||
| ||||||||
|
| |||||||
|
| |||||||
|
| |||||||
|
| |||||||
|
| |||||||
Gaming and Leisure Properties, Inc.* | |
| Realty Income Corporation* | | ||||
| AvalonBay Communities, Inc. | |||||||
| | Healthpeak Properties, Inc. | |
| SBA Communications Corp. | | ||
| Caesars Entertainment, Inc. † | |||||||
| | Hilton Worldwide Holdings Inc. † | | | Simon Property Group, Inc. | | ||
| Digital Realty Trust, Inc. | | | Las Vegas Sands Corp. † | | | Vail Resorts, Inc. † | |
| Equity Residential | | | MGM Resorts International † | | | Welltower, Inc. | |
| Extra Space Storage Inc. | | | Public Storage | | | W.P. Carey Inc.* | |
| |||
* Denotes triple-net lease REIT | | | † Denotes experiential operator |
|
| |
|
The independent 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 considerconsiders 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 such compensation consultant’sthe benchmarking analysis. 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. In 2022,For 2023, the 20222023 total target compensation of our Chief Executive Officer was compared to the 20212022 total target compensation of CEOs or equivalents of the 20222023 peer companies. As 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, theThe benchmarking analysis indicated that the 2022 median compensation of similar executive officers at our 2022 peer companies was significantly higher than thosegenerally approximated each of our 2021 peer group and, accordingly, our executive officers’ 20222023 total compensation, was significantly under median.except for our Chief Executive Officer. In particular, the comparative analysis indicated that our Chief Executive Officer’s 20222023 total target compensation registered at the 22nd30th percentile of the 20222023 peer companies’ CEO or equivalents total target compensation for 20212022 and was approximately 21%17% below the median of the 2023 peer companies’ CEO total target compensation for 2021 for CEOs or equivalents of the2022.
2022 Executive Compensation
BASE SALARY
The 2021 and 20222023 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 20222023 and it was determined at that time that an increase in base salary was appropriate for certaintwo of our named executive officers.
Named Executive Officer | 2021 Base Salary | 2022 Base Salary | Percent Increase from 2021 | |||||||
Edward B. Pitoniak |
| $ 900,000 |
|
| $1,000,000 |
| 11.1% | |||
John W.R. Payne |
| $1,200,000 |
|
| $1,200,000 |
| – | |||
David A. Kieske |
| $ 530,000 |
|
| $ 575,000 |
| 8.5% | |||
Samantha S. Gallagher |
| $ 470,000 |
|
| $ 525,000 |
| 11.7% |
| Named Executive Officer | | | 2022 Base Salary | | | 2023 Base Salary | | | Percent Increase from 2022 | | |||||||||
| Edward B. Pitoniak | | | | $ | 1,000,000 | | | | | $ | 1,000,000 | | | | | | — | | |
| John W.R. Payne | | | | $ | 1,200,000 | | | | | $ | 1,200,000 | | | | | | — | | |
| David A. Kieske | | | | $ | 575,000 | | | | | $ | 625,000 | | | | | | 8.7% | | |
| Samantha S. Gallagher | | | | $ | 525,000 | | | | | $ | 585,000 | | | | | | 11.4% | | |
| 56 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | |
| |
|
|
| | | |
| EXECUTIVE COMPENSATION | |
2022
lan
| |
Objective Corporate Performance Metric
| |
|
|
2022
esults
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% |
| | | | 2023 STIP Opportunity (as % of Base Salary) | | | 2023 Actual STIP Award | | | 2023 Actual Percentage of Target Award Payout | | |||||||||||||||||||||
| Named Executive Officer | | | Threshold | | | Target | | | Superior | | |||||||||||||||||||||
| Edward B. Pitoniak | | | | | 100% | | | | | | 200% | | | | | | 400% | | | | | $ | 4,000,000 | | | | | | 200% | | |
| John W.R. Payne | | | | | 47.5% | | | | | | 95% | | | | | | 190% | | | | | $ | 2,280,000 | | | | | | 200% | | |
| David A. Kieske | | | | | 67.5% | | | | | | 135% | | | | | | 270% | | | | | $ | 1,687,500 | | | | | | 200% | | |
| Samantha S. Gallagher | | | | | 60% | | | | | | 120% | | | | | | 240% | | | | | $ | 1,404,000 | | | | | | 200% | | |
| | | | | ||
| 57 |
| |
| ||||||
EXECUTIVE COMPENSATION | | | | |
2022
rogram
• 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 2023 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. • 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 2023 Performance-Based Awards vests on the basis of the Company’s Absolute TSR and 50% of the 2023 Performance-Based Awards vests on the basis of the Company’s Relative TSR versus the constituent companies of the MSCI US REIT Index, or RMZ (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 target number of PSUs for the Relative TSR performance metric, even if the Company’s Relative TSR exceeds Relative TSR target performance. |
|
|
See “—Compensation Tables and Arrangements—Arrangements — Employment Agreements with Executive Officers” and “—Compensation Tables and Arrangements—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.
|
|
The illustration below sets forth the structure, performance metrics and vesting criteria for our 20222023 LTIP Awards. In connection with the issuance of the 20222023 LTIP Awards, the Compensation Committee reviewed the performance metrics previously utilized for the 20212022 LTIP Awards and determined to maintain the Relative TSR goals utilized for the 2022 LTIP, while modifying the Absolute and Relative Total Stockholder ReturnTSR goals from those utilized for the 2021 LTIP.
| | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | EXECUTIVE COMPENSATION | |
|
2022 LTIP
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 |
|
|
|
| | | | | | | | | | | | | | | | Performance-Based Award(2) | | |||||||||||||||
| Participant | | | 2023 LTIP Award Target | | | Time-Based Award(1) | | | Threshold (50%) | | | Target (100%) | | | Superior (200%) | | |||||||||||||||
| Edward B. Pitoniak | | | | $ | 6,250,000 | | | | | $ | 2,500,000 | | | | | $ | 1,875,000 | | | | | $ | 3,750,000 | | | | | $ | 7,500,000 | | |
| John W.R. Payne | | | | $ | 1,920,000 | | | | | $ | 768,000 | | | | | $ | 576,000 | | | | | $ | 1,152,000 | | | | | $ | 2,304,000 | | |
| David A. Kieske | | | | $ | 2,125,000 | | | | | $ | 850,000 | | | | | $ | 637,500 | | | | | $ | 1,275,000 | | | | | $ | 2,550,000 | | |
| Samantha S. Gallagher | | | | $ | 1,462,500 | | | | | $ | 585,000 | | | | | $ | 438,750 | | | | | $ | 877,500 | | | | | $ | 1,755,000 | | |
|
|
| | | | 59 | ||
|
| |
| ||||||
EXECUTIVE COMPENSATION | | | | |
2020
(1) Reflects a 45.0% Absolute TSR performance over the three-year performance period (13.2% annualized). (2) Reflects Relative TSR performance at the 83rd percentile over the three-year performance period. |
|
During the first quarter of 2023,2024, the Company’s performance results were determined against the corporate performance metrics under the 20202021 LTIP PSUs and the “superior” level of performance was achieved. Despite the significantmacroeconomic uncertainty over the three-year performance period, including a heightened interest rate environment and significant market volatility throughout the impact of the COVID-19 pandemic, adverse macroeconomic conditions and capital markets volatility,period, we continued to grow our business by pursuing accretive transactions formed through our long-term relationship building and generatingpartnership mentality in order to generate a return for our shareholders.stockholders. By continuing to expand and diversify our business across our tenant base and into non-gaming experiential assets, providing our stockholders with an approximately 48.3%45.0% 3-year total return ((13.2% annualized)14.0% annualized) and outperforming the MSCI US REIT Index (RMZ) by more than 4822 percentage pointsover the three-year performance period, our 20202021 LTIP PSUs vested at the maximum payout of 200% of target-level performance.
| | | VICI PROPERTIES INC. — 2024 |
|
| | | ||||
|
|
| | | |
| EXECUTIVE COMPENSATION | |
enefits
enefits
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.
| | | | | ||
| 61 |
| |
| ||||||
EXECUTIVE COMPENSATION | | | | |
Our executive officers and directors 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, executive officers and non-employee | | ||||||
| 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.
| | |||||
| Non-Employee Directors | |||||
| directors exceeded their ownership requirements. | |||||
| | 5x annual base | | |
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.
olicies
NO HEDGING POLICY
Our In addition, 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.
| Risk Assessment of Compensation Programs |
|
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:
|
|
|
|
|
|
|
|
| 62 | | | |||
| VICI PROPERTIES INC. — | | | | |
| | ||
| | EXECUTIVE COMPENSATION | |
2022
Year | Salary ($) | Bonus ($) | Stock Awards | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | |||||||||||||||||||||||||||||
Edward B. Pitoniak Chief Executive Officer | 2022 | 1,000,000 | — | 6,500,000 | 4,000,000 | 13,494 | 11,513,494 | ||||||||||||||||||||||||||||
2021 | 900,000 | — | 4,050,000 | 2,700,000 | 12,894 | 7,662,894 | |||||||||||||||||||||||||||||
2020 | 875,000 | — | 3,456,250 | 2,625,000 | 12,408 | 6,968,658 | |||||||||||||||||||||||||||||
John W.R. Payne President and Chief Operating Officer | 2022 | 1,200,000 | — | 2,680,000 | 2,040,000 | 13,494 | 5,933,494 | ||||||||||||||||||||||||||||
2021 | 1,200,000 | — | 1,560,000 | 1,800,000 | 12,894 | 4,572,894 | |||||||||||||||||||||||||||||
2020 | 1,200,000 | — | 1,500,000 | 1,800,000 | 12,408 | 4,512,408 | |||||||||||||||||||||||||||||
David A. Kieske Executive Vice President, Chief | 2022 | 575,000 | — | 2,782,500 | 1,437,500 | 13,494 | 4,808,494 | ||||||||||||||||||||||||||||
2021 | 530,000 | — | 1,563,500 | 1,060,000 | 12,894 | 3,166,394 | |||||||||||||||||||||||||||||
2020 | 515,000 | — | 1,390,500 | 1,030,000 | 12,408 | 2,947,908 | |||||||||||||||||||||||||||||
Samantha S. Gallagher Executive Vice President, General | 2022 | 525,000 | — | 2,260,000 | 1,050,000 | 13,494 | 3,848,494 | ||||||||||||||||||||||||||||
2021 | 470,000 | — | 1,081,000 | 940,000 | 12,894 | 2,503,894 | |||||||||||||||||||||||||||||
2020 | 450,000 | — | 967,500 | 900,000 | 12,408 | 2,329,908 |
| Name | | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($)(1) | | | Non-Equity Incentive Plan Compensation ($)(2) | | | All Other Compensation ($)(3) | | | Total ($) | | |||||||||||||||||||||
| Edward B. Pitoniak Chief Executive Officer | | | | | 2023 | | | | | | 1,000,000 | | | | | | — | | | | | | 6,250,000 | | | | | | 4,000,000 | | | | | | 27,678 | | | | | | 11,277,678 | | |
| | | 2022 | | | | | | 1,000,000 | | | | | | — | | | | | | 6,500,000 | | | | | | 4,000,000 | | | | | | 13,494 | | | | | | 11,513,494 | | | |||
| | | 2021 | | | | | | 900,000 | | | | | | — | | | | | | 4,050,000 | | | | | | 2,700,000 | | | | | | 12,894 | | | | | | 7,662,894 | | | |||
| John W.R. Payne President and Chief Operating Officer | | | | | 2023 | | | | | | 1,200,000 | | | | | | — | | | | | | 1,920,000 | | | | | | 2,280,000 | | | | | | 18,102 | | | | | | 5,418,102 | | |
| | | 2022 | | | | | | 1,200,000 | | | | | | — | | | | | | 2,680,000 | | | | | | 2,040,000 | | | | | | 13,494 | | | | | | 5,933,494 | | | |||
| | | 2021 | | | | | | 1,200,000 | | | | | | — | | | | | | 1,560,000 | | | | | | 1,800,000 | | | | | | 12,894 | | | | | | 4,572,894 | | | |||
| David A. Kieske Executive Vice President, Chief Financial Officer and Treasurer | | | | | 2023 | | | | | | 625,000 | | | | | | — | | | | | | 2,125,000 | | | | | | 1,687,500 | | | | | | 15,822 | | | | | | 4,453,322 | | |
| | | 2022 | | | | | | 575,000 | | | | | | — | | | | | | 2,782,500 | | | | | | 1,437,500 | | | | | | 13,494 | | | | | | 4,808,494 | | | |||
| | | 2021 | | | | | | 530,000 | | | | | | — | | | | | | 1,563,500 | | | | | | 1,060,000 | | | | | | 12,894 | | | | | | 3,166,394 | | | |||
| Samantha S. Gallagher Executive Vice President, General Counsel and Secretary | | | | | 2023 | | | | | | 585,000 | | | | | | — | | | | | | 1,462,500 | | | | | | 1,404,000 | | | | | | 14,910 | | | | | | 3,466,410 | | |
| | | 2022 | | | | | | 525,000 | | | | | | — | | | | | | 2,260,000 | | | | | | 1,050,000 | | | | | | 13,494 | | | | | | 3,848,494 | | | |||
| | | 2021 | | | | | | 470,000 | | | | | | — | | | | | | 1,081,000 | | | | | | 940,000 | | | | | | 12,894 | | | | | | 2,503,894 | | |
| | | | Year | | | 2023 LTIP Award (Time-Based) | | | 2023 LTIP Award (Performance-Based)(a) | | |||||||||
| Edward B. Pitoniak | | | | | 2023 | | | | | $ | 2,500,000 | | | | | $ | 3,750,000 | | |
| John W.R. Payne | | | | | 2023 | | | | | $ | 768,000 | | | | | $ | 1,152,000 | | |
| David A. Kieske | | | | | 2023 | | | | | $ | 850,000 | | | | | $ | 1,275,000 | | |
| Samantha S. Gallagher | | | | | 2023 | | | | | $ | 585,000 | | | | | $ | 877,500 | | |
|
Name | Year | 2022 LTIP Award (Time- Based) ($) | 2022 LTIP Award | ||||||||||||
Edward B. Pitoniak | 2022 | 2,600,000 | 3,900,000 | ||||||||||||
John W.R. Payne | 2022 | 1,072,000 | 1,608,000 | ||||||||||||
David A. Kieske | 2022 | 1,113,000 | 1,669,500 | ||||||||||||
Samantha S. Gallagher | 2022 | 904,000 | 1,356,000 |
|
|
|
|
|
|
63 |
|
|
|
| ||||
EXECUTIVE COMPENSATION | | | | |
Estimated Future Payouts Under Non- |
Estimated Future Payouts(2) Under Equity Incentive Plan | All Other Stock Awards: Number of Shares (#) | Grant Date Fair Value of Stock and Option Awards(4) ($) | |||||||||||||||||||||||||||||||||
Name | Grant Date | Threshold ($) | Target ($) | Superior ($) | Threshold (#) | Target (#) | Superior (#) | |||||||||||||||||||||||||||||
Edward B. Pitoniak | ||||||||||||||||||||||||||||||||||||
STIP Award |
| 1,000,000 |
|
| 2,000,000 |
|
| 4,000,000 |
| — | — | — | — | — | ||||||||||||||||||||||
LTIP—Time-Based Award |
| 2/16/2022 |
| — | — | — | — | — | — |
| 91,566 |
|
| 2,600,000 |
| |||||||||||||||||||||
LTIP—PSUs |
| 2/16/2022 |
| — | — | — |
| 67,219 |
|
| 134,437 |
|
| 268,874 |
| — |
| 3,900,000 |
| |||||||||||||||||
John W.R. Payne | ||||||||||||||||||||||||||||||||||||
STIP Award |
| 510,000 |
|
| 1,020,000 |
|
| 2,040,000 |
| — | — | — | — | — | ||||||||||||||||||||||
LTIP—Time-Based Award |
| 2/16/2022 |
| — | — | — | — | — | — |
| 37,753 |
|
| 1,072,000 |
| |||||||||||||||||||||
LTIP—PSUs |
| 2/16/2022 |
| — | — | — |
| 27,715 |
|
| 55,430 |
|
| 110,860 |
| — |
| 1,608,000 |
| |||||||||||||||||
David A. Kieske | ||||||||||||||||||||||||||||||||||||
STIP Award |
| 359,375 |
|
| 718,750 |
|
| 1,437,500 |
| — | — | — | — | — | ||||||||||||||||||||||
LTIP—Time-Based Award |
| 2/16/2022 |
| — | — | — | — | — | — |
| 39,197 |
|
| 1,113,000 |
| |||||||||||||||||||||
LTIP—PSUs |
| 2/16/2022 |
| — | — | — |
| 28,775 |
|
| 57,550 |
|
| 115,100 |
| — |
| 1,669,500 |
| |||||||||||||||||
Samantha S. Gallagher | ||||||||||||||||||||||||||||||||||||
STIP Award |
| 262,500 |
|
| 525,000 |
|
| 1,050,000 |
| — | — | — | — | — | ||||||||||||||||||||||
LTIP—Time-Based Award |
| 2/16/2022 |
| — | — | — | — | — | — |
| 31,837 |
|
| 904,000 |
| |||||||||||||||||||||
LTIP—PSUs |
| 2/16/2022 |
| — | — | — |
| 23,372 |
|
| 46,743 |
|
| 93,486 |
| — |
| 1,356,000 |
|
| | | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number or Shares of Stock or Units(3) (#) | | | Grant Date Fair Value of Stock and Option Awards(4) ($) | | ||||||||||||||||||||||||||||||||||||
| Name | | | Grant Date | | | Threshold ($) | | | Target ($) | | | Superior ($) | | | Threshold (#) | | | Target (#) | | | Superior (#) | | |||||||||||||||||||||||||||||||||
| Edward B. Pitoniak STIP Award LTIP — Time-Based Award LTIP — PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | 1,000,000 | | | | | | 2,000,000 | | | | | | 4,000,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 2/22/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 72,957 | | | | | | 2,500,000 | | | |||
| | | 2/22/2023 | | | | | | | | | | | | | | | | | | | | | | | | 50,107 | | | | | | 100,214 | | | | | | 200,428 | | | | | | | | | | | | 3,750,000 | | | |||
| John W.R. Payne STIP Award LTIP — Time-Based Award LTIP — PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | 570,000 | | | | | | 1,140,000 | | | | | | 2,280,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 2/22/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 22,413 | | | | | | 768,000 | | | |||
| | | 2/22/2023 | | | | | | | | | | | | | | | | | | | | | | | | 15,393 | | | | | | 30,786 | | | | | | 61,572 | | | | | | | | | | | | 1,152,000 | | | |||
| David A. Kieske STIP Award LTIP — Time-Based Award LTIP — PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | 421,875 | | | | | | 843,750 | | | | | | 1,687,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 2/22/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 24,806 | | | | | | 850,000 | | | |||
| | | 2/22/2023 | | | | | | | | | | | | | | | | | | | | | | | | 17,037 | | | | | | 34,073 | | | | | | 68,146 | | | | | | | | | | | | 1,275,000 | | | |||
| Samantha S. Gallagher STIP Award LTIP — Time-Based Award LTIP — PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | 351,000 | | | | | | 702,000 | | | | | | 1,404,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 2/22/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,072 | | | | | | 585,000 | | | |||
| | | 2/22/2023 | | | | | | | | | | | | | | | | | | | | | | | | 11,726 | | | | | | 23,451 | | | | | | 46,902 | | | | | | | | | | | | 877,500 | | |
|
|
|
|
| VICI PROPERTIES INC. — | | | | |
| | ||
| | EXECUTIVE COMPENSATION | |
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) ($) | |||||||||||||||||||||||||
Edward B. Pitoniak | 2/29/20 | 17,428 | (4) | 564,667 | — | — |
|
|
| |||||||||||||||||||||
| 2/17/21 | 40,114 | (5) | 1,299,694 | — | — |
|
|
| |||||||||||||||||||||
| 2/17/21 | — | — | 170,348 | (6) | 5,519,275 |
|
|
| |||||||||||||||||||||
| 2/16/22 | 91,566 | (7) | 2,966,738 | — | — |
|
|
| |||||||||||||||||||||
| 2/16/22 | — | — | 268,874 | (8) | 8,711,518 |
|
|
| |||||||||||||||||||||
John W.R. Payne | 2/29/20 | 7,564 | (4) | 245,074 | — | — |
|
|
| |||||||||||||||||||||
| 2/17/21 | 15,452 | (5) | 500,645 | — | — |
|
|
| |||||||||||||||||||||
| 2/17/21 | — | — | 65,616 | (6) | 2,125,958 |
|
|
| |||||||||||||||||||||
| 2/16/22 | 37,753 | (7) | 1,223,197 | — | — |
|
|
| |||||||||||||||||||||
| 2/16/22 | — | — | 110,860 | (8) | 3,591,864 |
|
|
| |||||||||||||||||||||
David A. Kieske | 2/29/20 | 7,012 | (4) | 227,189 | — | — |
|
|
| |||||||||||||||||||||
| 2/17/21 | 15,486 | (5) | 501,746 | — | — |
|
|
| |||||||||||||||||||||
| 2/17/21 | — | — | 65,764 | (6) | 2,130,754 |
|
|
| |||||||||||||||||||||
| 2/16/22 | 39,197 | (7) | 1,269,983 | — | — |
|
|
| |||||||||||||||||||||
| 2/16/22 | — | — | 115,100 | (8) | 3,729,240 |
|
|
| |||||||||||||||||||||
Samantha S. Gallagher | 2/29/20 | 4,879 | (4) | 158,080 | — | — |
|
|
| |||||||||||||||||||||
| 2/17/21 | 10,708 | (5) | 346,939 | — | — |
|
|
| |||||||||||||||||||||
| 2/17/21 | — | — | 45,468 | (6) | 1,473,163 |
|
|
| |||||||||||||||||||||
| 2/16/22 | 31,837 | (7) | 1,031,519 | — | — |
|
|
| |||||||||||||||||||||
| 2/16/22 | — | — | 93,486 | (8) | 3,028,946 |
|
|
|
| | | Grant Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value Shares or Units of Have Not Vested(1) (#) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(2) (#) | | | Equity Incentive Plan Awards: Market or Payout Value of |
Unearned Shares, Units or Other Rights That Have Not Vested(3) ($) |
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||
| Edward B. Pitoniak | | |
| | 2/17/2021 | | | | | | 20,057 | | | | | | 639,417 | | | | | | | | | | | | | | |
| | | 2/16/2022 | | | | | | 61,044(5) | | | | | | 1,946,083 | | | | | | | | | | | | | | | |||
| | | 2/16/2022 | | | | | | | | | | | | | | | | | | 172,373(6) | | | | | | 5,495,251 | | | |||
| | | 2/22/2023 | | | | | | 72,957(7) | | | | | | 2,325,869 | | | | | | | | | | | | | | | |||
| | | 2/22/2023 | | | | | | | | | | | | | | | | | | —(8) | | | | | | — | | | |||
| John W.R. Payne | | | | | 2/17/2021 | | | | | | 7,726(4) | | | | | | 246,305 | | | | | | | | | | | | | | |
| | | 2/16/2022 | | | | | | 25,169(5) | | | | | | 802,388 | | | | | | | | | | | | | | | |||
| | | 2/16/2022 | | | | | | | | | | | | | | | | | | 71,071(6) | | | | | | 2,265,743 | | | |||
| | | 2/22/2023 | | | | | | 22,413(7) | | | | | | 714,526 | | | | | | | | | | | | | | | |||
| | | 2/22/2023 | | | | | | | | | | | | | | | | | | —(8) | | | | | | — | | | |||
| David A. Kieske | | | | | 2/17/2021 | | | | | | 7,743(4) | | | | | | 246,847 | | | | | | | | | | | | | | |
| | | 2/16/2022 | | | | | | 26,132(5) | | | | | | 833,088 | | | | | | | | | | | | | | | |||
| | | 2/16/2022 | | | | | | | | | | | | | | | | | | 73,790(6) | | | | | | 2,352,425 | | | |||
| | | 2/22/2023 | | | | | | 24,806(7) | | | | | | 790,815 | | | | | | | | | | | | | | | |||
| | | 2/22/2023 | | | | | | | | | | | | | | | | | | —(8) | | | | | | — | | | |||
| Samantha S. Gallagher | | | | | 2/17/2021 | | | | | | 5,354(4) | | | | | | 170,686 | | | | | | | | | | | | | | |
| | | 2/16/2022 | | | | | | 21,225(5) | | | | | | 676,653 | | | | | | | | | | | | | | | |||
| | | 2/16/2022 | | | | | | | | | | | | | | | | | | 59,933(6) | | | | | | 1,910,664 | | | |||
| | | 2/22/2023 | | | | | | 17,072(7) | | | | | | 544,255 | | | | | | | | | | | | | | | |||
| | | 2/22/2023 | | | | | | | | | | | | | | | | | | —(8) | | | | | | — | | |
| | | | | | 65 | |
| ||||
EXECUTIVE COMPENSATION | | | | |
Stock Awards | ||||||||||||
Name | Number of Shares Acquired on | Value Realized on Vesting ($)(2) | ||||||||||
Edward B. Pitoniak | 263,678 | 8,321,331 | ||||||||||
John W.R. Payne | 113,997 | 3,599,308 | ||||||||||
David A. Kieske | 109,483 | 3,445,161 | ||||||||||
Samantha S. Gallagher | 75,689 | 2,378,017 |
|
|
| | | | Stock Awards | | |||||||||
| Name | | | Number of Shares Acquired on Vesting (#)(1) | | | Value Realized on Vesting ($)(2) | | ||||||
| Edward B. Pitoniak | | | | | 238,355 | | | | | | 7,748,927 | | |
| John W.R. Payne | | | | | 93,490 | | | | | | 3,041,856 | | |
| David A. Kieske | | | | | 93,584 | | | | | | 3,045,070 | | |
| Samantha S. Gallagher | | | | | 66,313 | | | | | | 2,160,566 | | |
greements
|
|
|
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.
| 66 | | | VICI PROPERTIES INC. — 2024 PROXY STATEMENT | | | | |
| | | | EXECUTIVE COMPENSATION | |
| | | | | ||
| 67 |
|
|
| ||||
EXECUTIVE COMPENSATION | | | | |
2023.
Name | Benefit | Non-Renewal by Company ($) | Termination ($) | Termination in ($) | Death or Disability ($) | |||||||||||||
Edward B. Pitoniak |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
| 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 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
| 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 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
| 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 |
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| 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 | |||||||||||||
| Total | 3,528,295 | 5,655,795 | 8,703,647 | 4,578,295 |
| Name | | | Benefit | | | Non-renewal by Us ($) | | | Termination without Cause or for Good Reason (no Change in Control) ($) | | | Termination in connection with a Change in Control ($) | | | Death or Disability ($) | | ||||||||||||
| Edward B. Pitoniak | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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) | | | | | 4,911,369 | | | | | | 4,911,369 | | | | | | 4,911,369 | | | | | | 4,911,369 | | | |||
| Accelerated Vesting of PSUs(2) | | | | | 3,663,501 | | | | | | 3,663,501 | | | | | | 8,690,073 | | | | | | 3,663,501 | | | |||
| Total | | | | | 8,574,870 | | | | | | 17,114,870 | | | | | | 23,641,442 | | | | | | 12,574,870 | | | |||
| John W.R. Payne | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash Severance | | | | | — | | | | | | 2,952,500 | | | | | | 4,135,000 | | | | | | — | | | |||
| Pro-rated Bonus | | | | | — | | | | | | 2,280,000 | | | | | | 2,280,000 | | | | | | 2,280,000 | | | |||
| Accelerated Vesting of Restricted Stock(1) | | | | | 1,763,219 | | | | | | 1,763,219 | | | | | | 1,763,219 | | | | | | 1,763,219 | | | |||
| Accelerated Vesting of PSUs(2) | | | | | 1,510,496 | | | | | | 1,510,496 | | | | | | 3,247,201 | | | | | | 1,510,496 | | | |||
| Total | | | | | 3,273,715 | | | | | | 8,506,215 | | | | | | 11,425,420 | | | | | | 5,553,715 | | | |||
| David A. Kieske | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash Severance | | | | | — | | | | | | 1,496,250 | | | | | | 2,243,125 | | | | | | — | | | |||
| Pro-rated Bonus | | | | | — | | | | | | 1,687,500 | | | | | | 1,687,500 | | | | | | 1,687,500 | | | |||
| Accelerated Vesting of Restricted Stock(1) | | | | | 1,870,750 | | | | | | 1,870,750 | | | | | | 1,870,750 | | | | | | 1,870,750 | | | |||
| Accelerated Vesting of PSUs(2) | | | | | 1,568,283 | | | | | | 1,568,283 | | | | | | 3,438,672 | | | | | | 1,568,283 | | | |||
| Total | | | | | 3,439,034 | | | | | | 6,622,784 | | | | | | 9,240,048 | | | | | | 5,126,534 | | | |||
| Samantha S. Gallagher | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash Severance | | | | | — | | | | | | 1,314,500 | | | | | | 1,970,500 | | | | | | — | | | |||
| Pro-rated Bonus | | | | | — | | | | | | 1,404,000 | | | | | | 1,404,000 | | | | | | 1,404,000 | | | |||
| Accelerated Vesting of Restricted Stock(1) | | | | | 1,391,594 | | | | | | 1,391,594 | | | | | | 1,391,594 | | | | | | 1,391,594 | | | |||
| Accelerated Vesting of PSUs(2) | | | | | 1,273,776 | | | | | | 1,273,776 | | | | | | 2,658,282 | | | | | | 1,273,776 | | | |||
| Total | | | | | 2,665,370 | | | | | | 5,383,870 | | | | | | 7,424,376 | | | | | | 4,069,370 | | |
|
68 | | | ||||
| VICI PROPERTIES INC. — | | | | |
| | ||
| | EXECUTIVE COMPENSATION | |
date ($31.88 per share). Assuming a termination or change in control occurred on December 31, 2023, the calculations regarding the accelerated vesting are based on the number of PSUs that (i) actually vested on February 22, 2024 with respect to the 2021-2023 performance period, (ii) would vest assuming a level of performance of 128% of target with respect to the 2022-2024 performance period and (iii) would vest assuming a level of performance of 100% of target with respect to the 2023-2025 performance period in accordance with the terms of the employment agreements, based on the Company’s current performance with respect to each outstanding performance period as of December 31, 2023. Pursuant to the terms of the employment agreements and applicable award agreements: |
|
|
After identifying the median employee, we calculated annual total compensation for such employee using the same methodology we use for our named executive officers as set forth in the Summary Compensation Table. The 20222023 annual total compensation of our median employee was $414,015.$376,391. The 20222023 annual total compensation of our Chief Executive Officer, as reported in our Summary Compensation Table, was $11,513,494. $11,277,678. Based on the foregoing, our estimate of the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all other employees was 2830 to 1.
|
|
Pay versus Performance As required by Item 402(v) of Regulation S-K, the information below reflects the relationship between executive compensation actually paid by us (“CAP”) to our CEO, as principal executive officer, and other named executive officers (“Other NEOs”) and our financial performance for the years ended December 31, 2023, 2022, 2021 and 2020.The disclosure included in this section isrequired by SEC rules and does not necessarily align with how the Company or the Compensation Committee views the link between the Company’s performance and the compensation of its NEOs.The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years presented. Pay Versus Performance Table
For all periods presented, our CEO is Edward B. Pitoniak and our Other NEOs are John W.R. Payne, David A. Kieske, and Samantha S. Gallagher. Please refer to “Executive Officers” on page 50 of this Proxy Statement for additional information.
(2)
In accordance with SEC rules, the CAP reflected in this column for 2023, 2022 and 2021 is computed by replacing the amounts in the “Stock Awards” column of
(4) Reflects the cumulative TSR of the Company and the RMZ for the year ended December 31, 2020, the two years ended December 31, 2021, the three years ended December 31, 2022, and the four years ended December 31, 2023, assuming a $100 investment at the closing price on December 31, 2019 and the reinvestment of all dividends. (5) AFFO Per Share Growth is presented based on the growth in AFFO per share for the relevant year versus the immediately prior year. AFFO Per Share Growth over a one-year period is presented solely to comply with SEC rules and does not reflect the actual metric used by the Compensation Committee in determining payouts under our STIP, which are based on AFFO per share growth over a two-year period. Specifically, (i) for 2023, the STIP payout was based on actual AFFO per share growth of $0.33 for the two-year period from January 1, 2022 to December 31, 2023, (ii) for 2022, the STIP payout was based on actual AFFO per share growth of $0.29 for the two-year period from January 1, 2021 to December 31, 2022, (iii) for 2021, the STIP payout was based on actual AFFO per share growth of $0.34 for the two-year period from January 1, 2020 to December 31, 2021, and (iv) for 2020, the STIP payout was based on actual AFFO per share growth of $0.21 for the two-year period from January 1, 2019 to December 31, 2020. For additional information regarding our STIP, see “2023 Short-Term Incentive Plan” on page 57 of this Proxy Statement. (6) AFFO is a non-GAAP financial measure. 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 48-49 of our 2023 Annual Report. Financial Performance Measures The most important financial performance measures used by the Company to link compensation actually paid to performance for the most recently completed fiscal year are listed herein. We utilize performance-based short-term cash incentive compensation to motivate our 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. We utilize time- and performance-based long-term equity incentive compensation to align our executive officers’ focus on achieving the Company’s strategic objectives with the absolute and relative stockholder return expectations of our stockholders. The manner in which these measures are utilized to calculate the amounts of incentive compensation paid to our NEOs is described in more detail in
Pay Versus Performance Analysis The following graphs illustrate the relationship, during the period beginning January 1, 2020 and ending December 31, • our cumulative TSR and the cumulative TSR of the constituent companies in the RMZ, • our net income, and • our AFFO per share growth (in each case as set forth in the table above). For additional information on these metrics for the years ended December 31, 2020, 2021, 2022 and 10-K and definitive proxy statements on DEF 14A filed with the SEC for each year.C The year-over-year
CompensationA The year-over-year increases in our non-cash change in CECL allowance of $244.5 million, $(19.5 million), $834.5 million and C While the most significant portion of NEO compensation is in the form of equity, and Absolute TSR and Relative TSR are the applicable performance metrics for our performance-based equity awards (for which comparable information is separately presented above), AFFO per share growth (measured over atwo-year period) represents our primary earnings measure and is the sole metric utilized under our annual short-term incentive plan, or STIP. For each of the years ended December 31, 2020, 2021, 2022 and
|