DEF 14A of Vici Properties Inc., Mar 14, 2024

DEF 14A of Vici Properties Inc.

Filed Mar 14, 2024 · FY20230001104659-24-034510

Open on EDGAR

  1. Our Board Nominees

    Our Board Nominees Our Board of Directors has a breadth of experience, a wide range of complementary skills and reflects diverse perspectives and backgrounds relevant to our industry and strategy. We believe the partnership and oversight of a diverse board with proven executive and financial leadership experience are essential to creating long-term stockholder value. Below presents a snapshot of the expected composition of our Board of Directors immediately following the Annual Meeting.

  2. Our Board Nominees

    | SNAPSHOT OF BOARD PROFILE AND DIVERSITY | | | | (1) Comprised of the Chair of the Board and each committee of the Board. |

  3. Director Nominees

    Director Nominees Below is the biographical information about the director nominees, including the specific characteristics that led to our Board of Directors and Nominating and Governance Committee to conclude that each should be nominated to serve as a director.

  4. Director Nominees

    | JAMES R. ABRAHAMSON Former Chairman and Chief Executive Officer of Interstate Hotels & Resorts Independent Age: 68 Director Since: October 2017 Board Role: Chair Industry Experience: • Entertainment, Lodging and/or Hospitality • Gaming • REITs/Real Estate • International | 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. | | | | | Experience, Qualifications, Attributes and Skills Mr. Abrahamson’s vast experience in, and knowledge of, the hospitality industry provides our Board of Directors with valuable insight into the industry. Skills gained from extensive previous and current board service in public and private companies are also valuable for our Company and our Board of Directors. | | | | | 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 |

  5. Director Nominees

    | DIANA F. CANTOR Partner, Alternative Investment Management, LLC Independent Age: 66 Director Since: May 2018 Board Committees: Audit (Chair) Nominating and Governance Industry Experience: • Consumer Discretionary • Entertainment, Lodging and/or Hospitality • REITs/Real Estate • International • Technology | 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. | | | | | Experience, Qualifications, Attributes and Skills Ms. Cantor possesses extensive financial skills and experience and brings to the Board of Directors an important financial perspective. Ms. Cantor also provides valuable consumer product and marketing knowledge, as well as significant public company directorship experience, providing a valuable perspective to 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 • Cybersecurity / IT |

  6. Director Nominees

    | 10 | VICI PROPERTIES INC. — 2024 PROXY STATEMENT |

  7. Director Nominees

    | 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. | | | | | Experience, Qualifications, Attributes and Skills 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 |

  8. Director Nominees

    | ELIZABETH I. HOLLAND Chief Executive Officer, Abbell Credit Corporation and Abbell Associates, LLC Independent Age: 58 Director Since: January 2018 Board Committees: Audit Nominating and Governance (Chair) Industry Experience: • Entertainment, Lodging and/or Hospitality • REITs/Real Estate • Technology | 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. | | | | | Experience, Qualifications, Attributes and Skills Ms. Holland’s retail real estate expertise and experience as Chairman of ICSC provide valuable and complementary skill sets to our Board of Directors. Ms. Holland also provides valuable perspective and experience to our Company and our Board of Directors through her role as a chief executive officer in the real estate industry and as a director for another publicly traded REIT. | | | | | 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 |

  9. Director Nominees

    | | 11 |

  10. Director Nominees

    | CRAIG MACNAB Former Chairman and Chief Executive Officer, National Retail Properties, Inc. Independent Age: 68 Director Since: October 2017 Board Committees: Audit Compensation (Chair) Industry Experience: • Entertainment, Lodging and/or Hospitality • REITs/Real Estate • International • Technology | 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. | | | | | Experience, Qualifications, Attributes and Skills Mr. Macnab brings to our Company and Board of Directors extensive financial, strategic and management experience leading a publicly held REIT in the retail sector, as well as a broad skill set and perspective gained from 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 |

  11. Director Nominees

    | EDWARD B. PITONIAK Chief Executive Officer, VICI Properties Inc. Age: 68 Director Since: October 2017 Board Committees: None Industry Experience: • Consumer Discretionary • Entertainment, Lodging and/or Hospitality • REITs/Real Estate • International | 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. | | | | | Experience, Qualifications, Attributes and Skills Mr. Pitoniak provides our Board of Directors with valuable experience in the hospitality, entertainment and real estate industries and, in particular, with respect to publicly held REITs. Our Company and our Board of Directors also benefit from Mr. Pitoniak’s extensive previous board service. In addition, Mr. Pitoniak’s position as our Chief Executive Officer since our formation allows him to advise our Board of Directors on management’s perspective over a full range of issues affecting the Company. | | | | | Skills/Qualifications | | | | | • 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. Director Nominees

    | 12 | VICI PROPERTIES INC. — 2024 PROXY STATEMENT |

  13. Director Nominees

    | MICHAEL D. RUMBOLZ Executive Chairman of the Board of Directors, Everi Holdings Inc. Independent Age: 69 Director Since: October 2017 Board Committees: Compensation Nominating and Governance Industry Experience: • Consumer Discretionary • Entertainment, Lodging and/or Hospitality • Gaming • International • Technology | 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. | | | | | Experience, Qualifications, Attributes and Skills Mr. Rumbolz’s experience in the highly regulated gaming industry, both as an operator and as a regulator, provides a valuable perspective and practical insight to our Company and our Board of Directors. Our Company and our Board of Directors also benefit from Mr. Rumbolz’s extensive prior public and private board service. | | | | | 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 |

  14. Director Nominees

    There are no family relationships among any of our directors or executive officers.

  15. Director Nominees

    | | 13 |

  16. Director Compensation Program

    Director Compensation Program Each of our non-employee directors receives the following compensation for their service on the Board of Directors pursuant to our director compensation program, which was most recently adjusted in April 2022.

  17. Director Compensation Program

    | 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 | |

  18. Director Compensation Program

    | 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. | | | |

  19. Director Compensation Program

    (1) The portion of the annual retainer paid in restricted common stock is paid on an annual meeting-to-annual meeting basis in order to align with each director’s term of service.

  20. 2023 Director Compensation

    2023 Director Compensation The following table summarizes all compensation for our non-employee directors for the fiscal year ended December 31, 2023.

  21. 2023 Director Compensation

    | 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 |

  22. 2023 Director Compensation

    The amounts in the Stock Awards column reflect the aggregate grant fair value in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 13 of the consolidated financial statements included in our 2023 Annual Report. On April 27, 2023, each director received their annual restricted stock award with a value of $175,000 covering the period from April 27, 2023 (the date of the 2023 annual meeting of stockholders) to April 30, 2024 (the date of the Annual Meeting). The cash component of their annual compensation, as well as the additional annual retainers that each director is entitled to receive for their service on committees and in leadership roles (which they receive in a mix of stock and cash at their election), are paid on a quarterly basis.

  23. 2023 Director Compensation

    | 20 | VICI PROPERTIES INC. — 2024 PROXY STATEMENT |

  24. 2023 Director Compensation

    CORPORATE GOVERNANCE MATTERS

  25. Vote Required

    | 2023 Named Executive Officers | | | | | Edward B. Pitoniak Chief Executive Officer and Director Age: 68 | John W.R. Payne President and Chief Operating Officer Age: 55 | David A. Kieske Executive Vice President, Chief Financial Officer and Treasurer Age: 53 | Samantha S. Gallagher Executive Vice President, General Counsel and Secretary Age: 47 |

  26. Background

    Background As we look back on VICI’s sixth full year of existence, following our formation in October 2017 and the completion of our initial public offering in February 2018, we are proud to report that 2023 was another value-creating year for our company demonstrated by significant new relationships with leading experiential operators and diversification of our investment portfolio despite a challenging and uncertain macroeconomic environment. We have continued to execute on our strategic and growth objectives, demonstrating the potential of our business and investment model, the value of the continuing institutionalization of the gaming real estate sector, and the viability of the experiential asset sector more broadly. We also continued to grow and mature as an organization, putting significant emphasis into establishing our credentials as an employer of choice for our small but growing employee base. • We grew our triple-net lease portfolio internationally with leading gaming operators, including the acquisition of four assets operated by PURE Canadian Gaming, and four assets operated by Century Casinos in Alberta, Canada. • We expanded our triple-net lease portfolio into the family entertainment sector with the acquisition of 38 bowling entertainment centers operated by Bowlero Corp, and the Chelsea Piers New York transaction described below. • We built upon key relationships with our experiential partners, including through additional investments with Canyon Ranch, additional investments with Cabot into Cabot Saint Lucia and Cabot Scottish Highlands, and a mezzanine loan investment with Kalahari Resorts and Conventions. • We converted an investment into long-term real estate ownership for the first time with our leasehold acquisition of Chelsea Piers New York, an iconic and irreplaceable experiential asset in New York City. The following page sets forth certain highlights of our 2023 financial performance, as well as our one-year and three-year total stockholder return performance benchmarked against our executive compensation peer group, a comparison group of triple-net REITs, the S&P 500 index, and the MSCI U.S. REIT Index (“RMZ”).

  27. Total Stockholder Return Benchmarking

    Total Stockholder Return Benchmarking

  28. Total Stockholder Return Benchmarking

    | 45.0% 3-Year Total Stockholder Return | 3.6% 1-Year Total Stockholder Return | | Significantly outperformed against Peer Group, Triple Net REIT comparison group, RMZ and S&P 500 in three-year 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 Properties Inc. and W.P. Carey Inc, and does not include triple net REITs that were not publicly traded during the entirety of 2023. | | | VICI 3-Year Total Stock Return Performance (12/31/20 to 12/31/23) | | | | |

  29. Total Stockholder Return Benchmarking

    | 52 | VICI PROPERTIES INC. — 2024 PROXY STATEMENT |

  30. Compensation Elements

    Compensation Elements The primary components of our executive compensation program are base salary, short-term incentive compensation (cash 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.

  31. Compensation Elements

    | 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 2023, 89.2% of our Chief Executive Officer’s total target compensation, and 77.7% (on average) of our other named executive officers’ total target compensation was performance-based and/or at risk/not guaranteed and 10.8% and 22.3% respectively, was fixed. To build alignment with our stockholders, long-term incentive awards granted under the LTIP are predominantly “at-risk” performance-based equity awards, the vesting and ultimate value of which depends entirely on the Company’s future absolute and relative total stockholder return. The following graphics illustrate the mix between fixed pay (base salary) and performance-based and/or at-risk pay incentives (short-term incentive in the form of cash and long-term incentive in the form of time-based restricted stock and PSUs) for our Chief Executive Officer and the average of our other named executive officers, in each case based on 2023 target levels of compensation. Actual 2023 compensation varies based on performance outcomes. | | |

  32. Compensation Practices and Policies

    | 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 Payments — a “change in control” by itself is not sufficient to trigger payments, it must also be accompanied by a qualifying termination. | | No pledging, hedging or short sale activities by our executives and directors. | | | Clawback Policy — an accounting restatement will trigger the mandatory clawback of any erroneously awarded compensation, i.e., incentive compensation that exceeds the amount of such compensation due after taking into account the accounting restatement. | | We do not maintain any defined benefit or supplemental retirement plans. | | | LTIP Award Governor — Payouts under our Relative TSR PSUs are capped at “target” in the event that our Absolute TSR performance is negative in a given period. | | No perquisites or other personal benefits to executive officers that are not available to all employees. | | | Maintain 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, and only 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. |

  33. Role of Compensation Consultant

    Role of Compensation Consultant In 2023, the Compensation Committee continued to retain Pay Governance LLC as its independent compensation consultant to provide advice and support in the design and implementation of our executive compensation program. In selecting a compensation consultant, the Compensation Committee considers the independence of such consultant in accordance with the standards of the NYSE, any applicable rules and regulations of the SEC and other applicable laws relating to independence of advisors and consultants. Pay Governance LLC has not provided other consulting services to VICI or any of its executive officers and, in connection with their engagement, the Compensation Committee concluded that no conflict of interest exists that would prevent Pay Governance LLC from acting as the Compensation Committee’s independent compensation consultant and independently advising the Compensation Committee. 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.

  34. Peer Group and Benchmarking

    Peer Group and Benchmarking The Compensation Committee reviews the potential total compensation package for each of the executive officers against a pre-selected peer group of companies, based on data compiled by Pay Governance LLC. Consistent with the objectives of the Company’s executive compensation program, the Compensation Committee compares executive officer compensation against these peer companies (“benchmarking analysis”) to ensure that the Company is able to attract and retain highly qualified executive officers by providing a total compensation package that is competitive with those provided by the Company’s peers. In the fourth quarter of 2022, the Compensation Committee reviewed the composition of our peer group with the assistance of Pay Governance LLC. Following this review, and based on the recommendations of Pay Governance LLC, the Compensation Committee determined that no revisions to our peer group for the 2023 executive compensation program were warranted, taking into consideration the Company’s continued growth, total revenues, market capitalization, total enterprise value and Adjusted EBITDA, as well as the intention to maintain year-over-year consistency with respect to our current compensation peer group. The companies in our 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 related industries, such as gaming, hospitality and retail, that are similar to our company profile. The companies in the 2023 peer group, as well as a comparison of the Company’s market capitalization and total enterprise value to the peer group, are set forth in the table below.

  35. Peer Group and Benchmarking

    | | 55 |

  36. Peer Group and Benchmarking

    | 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.* |

  37. Peer Group and Benchmarking

    | * Denotes triple-net lease REIT | † Denotes experiential operator |

  38. Peer Group and Benchmarking

    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 considers 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 the 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. For 2023, the 2023 total target compensation of our Chief Executive Officer was compared to the 2022 total target compensation of CEOs of the 2023 peer companies. The benchmarking analysis indicated that the 2022 median compensation of similar executive officers at our peer companies generally approximated each of our executive officers’ 2023 total compensation, except for our Chief Executive Officer. In particular, the comparative analysis indicated that our Chief Executive Officer’s 2023 total target compensation registered at the 30th percentile of the 2023 peer companies’ CEO total target compensation for 2022 and was approximately 17% below the median of the 2023 peer companies’ CEO total target compensation for 2022.

  39. 2023 Short-Term Incentive Plan

    2023 Short-Term Incentive Plan For the 2023 STIP, the Compensation Committee approved AFFO per share growth (measured over a two-year period) as the metric against which performance would be measured. The Compensation Committee believes that AFFO per share is the appropriate measure to use for a short-term incentive program because it is a widely recognized measure used to evaluate the operating performance of a REIT that provides a meaningful comparison of the underlying operating performance of our business on a year-over-year basis and incentivizes management to pursue accretive transactions that result in AFFO per share growth.

  40. 2023 Short-Term Incentive Plan

    | Objective Corporate Performance Metric — Weighted 100% 2023 AFFO Per Share |

  41. 2023 Short-Term Incentive Plan

    The “threshold”, “target” and “superior” performance levels for 2023 AFFO per share were established by the Compensation Committee in February 2022 (for the two-year performance period from January 1, 2022 to December 31, 2023). In order to determine the appropriate rigor of such performance levels with respect to the 2023 STIP, the Compensation Committee reviewed triple-net REIT AFFO and FFO per share historical and projected growth data, comparable growth data with respect to the Company’s then peer group, and the Company’s recent and historical performance. Based on this analysis, the Compensation Committee adopted AFFO per share growth metrics for the “threshold”, “target” and “superior” performance levels under the 2023 STIP, which the Compensation Committee determined to be rigorous but achievable in order to challenge the executive team to deliver consistent AFFO per share growth. The AFFO per share growth metrics and the incentive payment thresholds corresponding to such metrics are set forth below on a rounded basis (payout is capped at 200% for “superior” performance and interpolated on a linear basis for results between performance levels, with no compensation awarded for below-”threshold” performance): (1) 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. (2) Reflects fully diluted AFFO per share of $2.15 (rounded) for the year ended December 31, 2023.

  42. 2023 STIP Award Opportunities and Results

    2023 STIP Award Opportunities and Results During the first quarter of 2024, AFFO per share results were determined against the 2023 corporate performance metrics under the STIP. The Company exceeded the “superior” performance level established by the Compensation Committee in February 2022 (based on the two-year performance period of the STIP awards) based on its fully diluted 2023 AFFO per share of $2.15 (on a rounded basis), delivering one- and two-year AFFO per share growth of 11.6% and 18.3%, respectively. The following table summarizes the 2023 STIP award opportunities for our named executive officers, as well as the 2023 STIP awards paid to the named executive officers based on the results set forth above:

  43. 2023 STIP Award Opportunities and Results

    | | 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% |

  44. 2023 STIP Award Opportunities and Results

    | | 57 |

  45. 2023 Long-Term Incentive Program

    2023 Long-Term Incentive Program Our long-term incentive program provides for equity awards under the VICI Properties Inc. 2017 Stock Incentive Plan. The illustration below sets forth the general structure of our 2023 LTIP: • Time-Based Portion of LTIP Award: The time-based portion of the LTIP Award (the “Time-Based Awards”) is in the form of shares of restricted stock, which vest ratably, annually over three years. There are no performance conditions attached to the 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 — Employment Agreements with Executive Officers” and “— Compensation Tables and Arrangements — Potential Payments Upon Termination or Change in Control” below for further information regarding the treatment of any unvested Time-Based Awards and PSUs (and any related dividend equivalents) in the event of a participant’s termination of employment and/or a “change in control” prior to the expiration of the applicable vesting or performance period. The illustration below sets forth the structure, performance metrics and vesting criteria for our 2023 LTIP Awards. In connection with the issuance of the 2023 LTIP Awards, the Compensation Committee reviewed the performance metrics previously utilized for the 2022 LTIP Awards and determined to maintain the Relative TSR goals utilized for the 2022 LTIP, while modifying the Absolute TSR goals from those utilized for the 2022 LTIP to more appropriately reflect growth goals for management in light of the Company’s increased size and scale due to transaction growth and taking into account the challenging macroeconomic environment and uncertainty regarding broader market performance.

  46. 2023 Long-Term Incentive Program

    | 58 | VICI PROPERTIES INC. — 2024 PROXY STATEMENT |

  47. 2023 Long-Term Incentive Program

    (1) “Absolute Total Stockholder Return” or “Absolute TSR” is calculated on a compounded annualized basis and includes (i) the sum of (a) the cumulative amount of dividends (ordinary and special) paid per share over the measurement period, assuming the reinvestment of dividends in common stock, and (b) an amount equal to (x) the closing common share price on the last trading day of the measurement period, minus (y) the closing common share price on the first trading day of the measurement period, divided by (ii) the closing common share price on the first trading day of the measurement period. (2) “Relative Total Stockholder Return” or “Relative TSR” shall mean the Company’s Absolute TSR for the performance period as measured against the Absolute Total Stockholder Return for the constituent companies of the MSCI US REIT Index (“RMZ”). (3) Represents the Absolute and Relative TSR return hurdles for the 2023 LTIP Awards (for the three-year performance period from January 1, 2023 to December 31, 2025). The Compensation Committee believes the performance targets (as set forth above) are rigorous but achievable and challenge our executive team to achieve consistently high performance levels, both on an Absolute TSR and Relative TSR basis.

  48. 2023 Ltip Awards (2023 – 2025 Performance Period)

    2023 Ltip Awards (2023 – 2025 Performance Period) Each fiscal year, the Compensation Committee determines an aggregate target value for each participant’s annual LTIP award and establishes the performance conditions and levels used for all participants under the performance-based portion of the LTIP. The following table sets forth the dollar values for the 2023 LTIP Award, as well as the Time-Based Awards and Performance-Based Awards, granted to the Company’s named executive officers, as approved by the Compensation Committee in February 2023.

  49. 2023 Ltip Awards (2023 – 2025 Performance Period)

    | | | | 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 |

  50. 2023 Ltip Awards (2023 – 2025 Performance Period)

    (1) The number of restricted shares of common stock issued pursuant to the Time-Based Awards was determined by dividing the applicable dollar amounts by the 10-trading day volume weighted average price as of February 22, 2023. The Time-Based Awards vest in three equal installments on February 22, 2024, 2025 and 2026, subject to accelerated vesting as set forth in the 2017 Stock Incentive Plan, the applicable award agreement or the applicable employment agreement. The number of PSUs issued pursuant to the Performance-Based Awards were issued at an amount equal to the target amount set forth above, with the number of restricted stock units having been determined by dividing the applicable target dollar amount of such awards by the grant date fair value per share as of February 22, 2023.

  51. 2023 Ltip Awards (2023 – 2025 Performance Period)

    | | 59 |

  52. 2021 LTIP Performance-Based Award Results (2021 – 2023 Performance Period)

    2021 LTIP Performance-Based Award Results (2021 – 2023 Performance Period) The following table summarizes the actual performance award payouts for the named executive officers under the PSUs granted in 2021 for the three-year performance period ending on December 31, 2023. (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 2024, the Company’s performance results were determined against the corporate performance metrics under the 2021 LTIP PSUs and the “superior” level of performance was achieved. Despite the macroeconomic uncertainty over the three-year performance period, including a heightened interest rate environment and significant market volatility throughout the period, we continued to grow our business by pursuing accretive transactions formed through our long-term relationship building and partnership mentality in order to generate a return for our 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 45.0% 3-year total return (13.2% annualized) and outperforming the MSCI US REIT Index (RMZ) by more than 22 percentage points over the three-year performance period, our 2021 LTIP PSUs vested at the maximum payout of 200% of target-level performance.

  53. Status of Outstanding LTIP Performance-Based Awards (PSUs)

    Status of Outstanding LTIP Performance-Based Awards (PSUs) The Compensation Committee believes that the long-term incentive compensation awards issued to the named executive officers pursuant to the LTIP appropriately align our named executive officers’ focus on achieving the Company’s strategic objectives with the absolute and relative stockholder return expectations of our stockholders. The following table shows the status of the PSUs outstanding as of December 31, 2023, in each case measured as of such date. (1) Percentage shown measures performance as of December 31, 2023, although no PSUs will be earned until after the conclusion of the three-year performance period. The actual number of PSUs that will vest will be determined following the end of the applicable three-year performance period. The three-year performance period for the 2021 PSUs concluded on December 31, 2023. See “2021 LTIP Awards (Performance Period 2021 – 2023)” above for additional detail on the level of achievement with respect to the performance conditions for the 2021 PSUs.

  54. Status of Outstanding LTIP Performance-Based Awards (PSUs)

    | 60 | VICI PROPERTIES INC. — 2024 PROXY STATEMENT |

  55. Incentive Compensation Clawback Policy

    Incentive Compensation Clawback Policy In October 2023, we updated our clawback policy in connection with recently approved rules promulgated by the NYSE and SEC under the Dodd-Frank Wall Street Reform and Consumer Protection Act. Our updated clawback policy requires the recoupment of incentive compensation that is erroneously granted to certain of our current and former executive officers. Pursuant to the clawback policy, if we are required to prepare an accounting restatement of our financial results due to the material noncompliance of the Company with any financial reporting requirement under securities laws, the Compensation Committee will review the incentive compensation paid, granted, vested or accrued during the preceding three years based on the prior inaccurate results and recoup that portion of the incentive compensation that would not have been paid, granted, vested or accrued had the Company’s financial results been determined after taking into account the accounting restatement. The clawback policy applies to any 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, PSUs (and any related dividend equivalents) and annual bonuses are subject to recoupment in accordance with this clawback policy, and any other 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.

  56. Severance Benefits

    Severance Benefits In order to achieve our compensation objective of attracting, retaining and motivating high-performing executives, we believe that we need to provide our named executive officers with severance protection. We are party to employment agreements with each of our named executive officers. Pursuant to the employment agreements, each of our named executive officers is entitled to certain severance benefits based on the nature of their termination. See “— Compensation Tables and Arrangements — Employment Agreements with Executive Officers” and “— Compensation Tables and Arrangements — Potential Payments Upon Termination or Change in Control” below for further information regarding severance benefits payable to the named executive officers upon termination or change in control.

  57. Severance Benefits

    | | 61 |

  58. 2023 Summary Compensation Table

    2023 Summary Compensation Table This Summary Compensation Table summarizes the total compensation paid or earned by each of our named executive officers for the years ended December 31, 2023, December 31, 2022 and December 31, 2021.

  59. 2023 Summary Compensation Table

    | 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 |

  60. 2023 Summary Compensation Table

    (1) The amounts in the Stock Awards column reflect the aggregate grant date fair value of time-based awards and performance-based restricted stock units, calculated in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 13 to the Company’s audited financial statements for the year ended December 31, 2023. The amounts disclosed in this column for 2023 reflect the aggregate grant date fair value of time-based restricted stock awards granted under the LTIP for the 2023 plan year, which vest over a three-year period, and PSUs granted under the LTIP, which will be earned, if at all, on the basis of Absolute TSR and Relative TSR measured over the three-year performance period from January 1, 2023 to December 31, 2025. For a discussion of the LTIP and the long-term incentive awards granted to our named executive officers in 2023, see “— Compensation Discussion and Analysis — Elements of Executive Compensation — Long-Term Incentive Program”. The following table discloses the grant date fair value of each 2023 LTIP award granted to the applicable named executive officer, which are unvested and remain subject to the applicable performance conditions:

  61. 2023 Summary Compensation Table

    | | 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 |

  62. 2023 Summary Compensation Table

    (a) If the maximum level of performance was achieved, the grant date fair value of the 2023 PSUs would be $7,500,000 for Mr. Pitoniak, $2,304,000 for Mr. Payne, $2,550,000 for Mr. Kieske and $1,755,000 for Ms. Gallagher. (2) The amounts shown in the Non-Equity Incentive Plan Compensation column reflect the cash award that each named executive officer earned in the respective year pursuant to the Company’s STIP, each of which were paid in February of the subsequent year. For a discussion of the annual incentive program, see “— Compensation Discussion and Analysis — Elements of Executive Compensation — Short-Term Incentive Plan — 2023 STIP Awards”. (3) The amounts shown in the All Other Compensation column for the year ended December 31, 2023 consist of: (a) group life insurance premiums for each of Mr. Pitoniak, Mr. Kieske, Mr. Payne and Ms. Gallagher; and (b) company matching contributions under our 401(k) plan of $13,200 for each of Mr. Pitoniak, Mr. Kieske, Mr. Payne and Ms. Gallagher.

  63. 2023 Summary Compensation Table

    | | 63 |

  64. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table sets forth information regarding grants of plan-based awards to each of our named executive officers during the year ended December 31, 2023.

  65. 2023 Grants of Plan-Based Awards

    | | | 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 |

  66. 2023 Grants of Plan-Based Awards

    (1) The amounts shown in these columns represent the range of potential payouts (threshold (50%), target (100%) and superior (200%) of cash compensation under our STIP for our named executive officers for 2023 performance. The actual amounts that were paid to the named executive officers are set forth in the “Non-Equity Incentive Plan Compensation” column of the 2023 Summary Compensation Table. See “— Compensation Discussion and Analysis — Elements of Executive Compensation — Short-Term Incentive Plan — 2023 STIP Awards” above for more information. (2) The amounts shown in these columns represent the possible number of PSUs granted under the LTIP that may be earned and vest based upon the level of achievement of the applicable performance measures: threshold (50%), target (100%), and superior (200%) . As described in further detail under the section entitled “— Compensation Discussion and Analysis — Elements of Executive Compensation — Long-Term Incentive Program,” the PSUs vest based upon the achievement of Absolute TSR and Relative TSR goals measured over the three-year performance period from January 1, 2023 to December 31, 2025. (3) The amounts shown in this column represent the number of time-based restricted stock awards granted to the named executive officers under the 2023 LTIP. Amounts represent the grant date fair value of equity awards calculated in accordance with FASB ASC Topic 718. Generally, the grant date fair value of the time-based restricted stock is determined using the fair value of the underlying common stock on the grant date. The grant date fair value of the PSUs was determined using a Monte Carlo valuation conducted by an independent valuation consultant.

  67. 2023 Grants of Plan-Based Awards

    | 64 | VICI PROPERTIES INC. — 2024 PROXY STATEMENT |

  68. Outstanding Equity Awards at Year-End

    Outstanding Equity Awards at Year-End The following table sets forth information regarding outstanding equity awards for each of our named executive officers as of December 31, 2023.

  69. Outstanding Equity Awards at Year-End

    | | 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 | 2/17/2021 | 20,057(4) | 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) | — |

  70. Outstanding Equity Awards at Year-End

    (1) Value is determined by multiplying the number of unvested shares of restricted common stock by $31.88, the closing price for our common stock on December 29, 2023, the last trading day of the year. (2) The actual number of PSUs that will vest for each three-year performance period will be determined at the end of the applicable three-year performance period. With respect to each award, no discount has been taken to reflect risk of forfeiture or restrictions on transferability. In addition, these amounts exclude the PSU awards granted on February 17, 2021 for the 2021-2023 performance period that vested on February 22, 2024 based on the Company’s performance through December 31, 2023, which are reported in the “2023 Options Exercised and Stock Vested” table. (3) Reflects the number of unearned/unvested PSUs calculated pursuant to footnote (2) above and multiplied by $31.88, the closing price for our common stock on December 29, 2023, the last trading day of the year. (4) Represents the time-based portion of the 2021 LTIP award granted to each named executive officer, which vests ratably over three years with 66.67% of the award having vested on February 17, 2022 and 2023, and the remaining 33.33% vesting on February 28, 2024. (5) Represents the time-based portion of the 2022 LTIP award granted to each named executive officer, which vests ratably over three years with 33.33% of the award having vested on February 16, 2023, and the remaining 66.67% vesting ratably on February 17, 2024 and 2025. (6) Represents the PSU portion of the 2022 LTIP award granted to each named executive officer, which vests, if at all, on the basis of Absolute TSR and Relative TSR goals measured over the three-year performance period from January 1, 2022 to December 31, 2024, Assuming the performance period had terminated and been valued as of December 31, 2023, these PSUs would have been earned and vested at approximately 128% of target and, accordingly, are disclosed above in accordance with SEC rules based on achieving performance goals at such level. (7) Represents the time-based portion of the 2023 LTIP award granted to each named executive officer, which vests ratably over three years on February 22, 2024, 2025 and 2026. Represents the PSU portion of the 2023 LTIP award granted to each named executive officer, which vests, if at all, on the basis of Absolute TSR and Relative TSR goals measured over the three-year performance period from January 1, 2023 to December 31, 2025. Assuming the performance period had terminated and been valued as of December 31, 2023, these PSUs would have been earned and vested below threshold (resulting in a 0% payout) and, accordingly, are disclosed above in accordance with SEC rules based on achieving performance goals at such level.

  71. Outstanding Equity Awards at Year-End

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  72. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The following table sets forth information regarding the vesting of restricted stock for the named executive officers during the year ended December 31, 2023. None of the named executive officers held or exercised any stock options in 2023.

  73. 2023 Option Exercises and Stock Vested

    | | 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 |

  74. 2023 Option Exercises and Stock Vested

    (1) This column represents the aggregate number of shares acquired on vesting of existing stock awards, including the PSU awards granted on February 17, 2021 for the 2021-2023 performance period that vested on February 22, 2024 based on the Company’s performance through December 31, 2023. The number of shares acquired on vesting includes shares withheld, if any, to pay federal and state income taxes. (2) This column represents the value realized on vesting as calculated by multiplying the closing price of our common stock on the day prior to each vesting date by the number of shares that vested on such date.

  75. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table reflects the payment obligations (including the value of certain benefits) pursuant to the compensation arrangements for each of our named executive officers under our existing plans, employment agreements and award agreements, assuming various scenarios, including a termination of employment and/or a change in control, in each case assuming such termination had occurred on December 31, 2023. The amounts shown in the table do not include payments or benefits under arrangements available on the same basis generally to all other eligible employees of the Company. The potential payments were determined under the terms of each named executive officer’s employment agreement in effect on December 31, 2023 and in accordance with our plans and arrangements in effect on December 31, 2023. In providing the estimated potential payments below, we have assumed that there are no (1) accrued but unpaid salary and annual bonuses amounts outstanding or (2) unpaid reimbursements for expenses incurred prior to the date of termination. Because the disclosures in the table assume the occurrence of a termination or change in control as of a particular date and under a particular set of circumstances and therefore make a number of important assumptions, the actual amount to be paid to each of our named executive officers upon a termination or change in control may vary significantly from the amounts included herein. Factors that could affect these amounts include the timing during the year of any such event, the continued availability of benefit policies at similar prices and the type of termination event that occurs.

  76. Potential Payments Upon Termination or Change in Control

    | 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 |

  77. Potential Payments Upon Termination or Change in Control

    (1) Represents the aggregate value of the acceleration of vesting of the named executive officer’s outstanding restricted stock awards assuming the acceleration occurred on December 29, 2023, the last trading day of the year, and based on the closing price for our common stock on such date ($31.88 per share). Represents the aggregate value of the acceleration of vesting of the named executive officer’s outstanding PSU awards assuming the acceleration occurred on December 29, 2023, the last trading day of the year, and based on the closing price for our common stock on such

  78. Potential Payments Upon Termination or Change in Control

    | 68 | VICI PROPERTIES INC. — 2024 PROXY STATEMENT |

  79. Potential Payments Upon Termination or Change in Control

    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: • For Non-Renewal by the Company, Termination without Cause or for Good Reason (no Change in Control), and Death or Disability, a pro-rata portion (determined based on the number of days elapsed between the start of the performance period through the date of termination) of the PSUs shall remain outstanding during the performance period and shall vest and be settled, if and to the extent, the applicable performance conditions are achieved at the end of the performance period. • For Termination in connection with a Change in Control, the PSUs shall become vested and settled as of the date of consummation of the change in control based on the greater of target or actual performance through the date immediately prior to the consummation of the change in control (and will not be pro-rated based on actual days worked during the performance period).

  80. CEO Pay Ratio

    CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing the following estimate of the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee (excluding our Chief Executive Officer). To identify our median employee, we calculated the total annual compensation for each employee by using W-2 taxable income for the twelve-month period that ended on December 31, 2023. Total compensation for these purposes included base salary, cash bonus for the 2022 compensation year (paid in the first quarter of 2023), the value of restricted shares that vested during 2023 and dividends paid upon the vesting of restricted shares and was calculated using internal payroll/tax records. In addition, for employees who commenced employment during 2023, we utilized their base annual salary and sign-on bonus (if any), and included the expected cash bonus for 2023 pursuant to our short-term incentive program. We did not make any other assumptions, adjustments or estimates, nor did we apply any cost-of-living adjustments as part of the calculation. We selected the median employee based on the 27 full-time employees (excluding our Chief Executive Officer) who were employed as of December 31, 2023. We have no part-time, temporary or seasonal workers and no non-U.S. employees. 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 2023 annual total compensation of our median employee was $376,391. The 2023 annual total compensation of our Chief Executive Officer, as reported in our Summary Compensation Table, was $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 30 to 1. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Given the various methodologies that public companies are permitted to use to determine an estimate of their pay ratios, the estimated ratio reported above should not be used as a basis for comparison between companies.

  81. CEO Pay Ratio

    | | 69 |

  82. Pay versus Performance

    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 is required 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. For a discussion of how the Company views its executive compensation structure, including alignment with Company performance, see “Compensation Discussion and Analysis” beginning on page 51 of this Proxy Statement.

  83. Pay Versus Performance Table

    Pay Versus Performance Table

  84. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based on Stockholder Return | | | | | Year (a) | Summary Compensation Table Total for our CEO (b) (1) (2) | Compensation Actually Paid to CEO (c) (3) | Average Summary Compensation Table Total for Other NEOs (d) (1) (2) | Average Compensation Actually Paid to Other NEOs (e) (3) | Total Stockholder Return (f) (4) | Peer Group Total Stockholder Return (g) (4) | Net Income (h) | AFFO Per Share Growth (Company Selected Measure) (i) (5) (6) | | 2023 | $11,277,678 | $12,445,973 | $4,445,945 | $4,934,837 | $153.64 | $113.62 | $2,554,622 | $0.22 | | 2022 | $11,513,494 | $19,132,367 | $4,863,494 | $7,685,105 | $148.25 | $99.90 | $1,136,267 | $0.11 | | 2021 | $7,662,894 | $11,597,679 | $3,414,394 | $4,761,839 | $131.14 | $132.33 | $1,023,158 | $0.18 | | 2020 | $6,968,658 | $9,031,429 | $3,263,408 | $3,992,278 | $105.95 | $92.49 | $896,208 | $0.16 |

  85. Pay Versus Performance Table

    (1) 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) The values reflected in this column for 2023, 2022 and 2021 reflect the “Total” compensation set forth in the Summary Compensation Table (“SCT”) on page 63 of this Proxy Statement for our CEO and Other NEOs. See the footnotes to the SCT for further detail regarding the amounts in this column. (3) 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 the SCT for each year from the “SCT Total” column of this table with the following amounts: (i) the fair value of as of the last day of the reporting year of unvested equity awards (or portions thereof) that were granted during such year, (ii) as of the last day of the reporting year, the change in fair value of unvested equity awards granted in prior years that remain unvested as of the last day of such year compared to the last day of the previous reporting year, (iii) as of the applicable vesting date, the change in fair value of equity awards that vested during the reporting year compared to the last day of the previous reporting year (computed in a manner consistent with the fair value methodology used to account for share-based payments in the Company’s GAAP financial statements) and (iv) the value of accrued dividends paid in cash on equity awards that vested during the reporting year. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our CEO or Other NEOs during the applicable year. In accordance with Item 402(v) of Regulation S-K, CAP for our CEO and Average CAP for our Other NEOs for the year ended December 31, 2023 was computed as follows:

  86. Pay Versus Performance Table

    | | 2023 | | | | CEO | Average of Other NEOs | | SCT Total Compensation | $11,277,678 | $4,445,945 | | Minus SCT Stock Awards Value | $(6,250,000) | $(1,835,833) | | Plus Fair Value of Unvested Equity Awards Granted During the Reporting Year as of Last Day of Reporting Year | $5,326,276 | $1,564,533 | | Plus Change in Fair Value of Unvested Equity Awards Granted in Prior Years as of Last Day of Reporting Year from Last Day of Year Preceding Reporting Year | $682,903 | $235,877 | | Plus Change in Fair Value of Equity Awards Vested in Reporting Year as of Vesting Date from Last Day of Year Preceding Reporting Year | $362,355 | $135,275 | | Plus Value of Accrued Dividends Paid Upon Vesting of Equity Awards in Reporting Year | $1,046,760 | $389,040 | | Total Compensation Actually Paid | $12,445,973 | $4,934,837 |

  87. Pay Versus Performance Table

    | 70 | VICI PROPERTIES INC. — 2024 PROXY STATEMENT |

  88. Pay Versus Performance Table

    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.

  89. Pay Versus Performance Analysis

    Pay Versus Performance Analysis The following graphs illustrate the relationship, during the period beginning January 1, 2020 and ending December 31, 2023, of the CAP to our CEO (“CEO CAP”) and the average CAP to our Other NEOs (“Other NEO Average CAP”) to: • 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 2023, please refer to our Annual Reports on Form 10-K and definitive proxy statements on DEF 14A filed with the SEC for each year.

  90. Compensation Actually Paid (CAP) vs. Cumulative TSR

    Compensation Actually Paid (CAP) vs. Cumulative TSR The year-over-year decreases in our CEO CAP and Other NEO Average CAP were driven primarily by (i) a reduction in the fair value of unvested equity awards as of the last day of the reporting year, and (ii) the difference in the fair value of unvested equity awards as of the prior year end compared to the reporting year. The changes in Cumulative TSR during the reporting year reflect our continued ability to generate long-term stockholder value through quarterly dividend payments (including an increase announced in the third quarter of the reporting year), offset by the decline in our stock price from the end of the prior reporting year. Our strong TSR growth during the reporting period also outperformed the constituent companies in the RMZ.

  91. Compensation Actually Paid (CAP) vs. Cumulative TSR

    | | 71 |

  92. Compensation Actually Paid (CAP) vs. Net Income

    Compensation Actually Paid (CAP) vs. Net Income The year-over-year increases in our net income reflect our continued execution of accretive transactions to further our growth strategy, impacted by our adoption of ASC 326 “Financial Instruments-Credit Losses”. For each of the years ended December 31, 2020, 2021, 2022 and 2023, we recorded a non-cash change in CECL allowance of $244.5 million, $(19.5 million), $834.5 million and $102.8 million, respectively, each of which impacts net income, primarily as a result of the initial CECL allowances on our transactional activity subject to these requirements in each period. For additional information, please refer to Note 5 — Allowance for Credit Losses in our Consolidated Financial Statements included in our 2023 Annual Report.

  93. Compensation Actually Paid (CAP) vs. AFFO Per Share Growth

    Compensation Actually Paid (CAP) vs. AFFO Per Share Growth 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 a two-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 2023, our AFFO per share growth was driven by significant AFFO growth on an absolute basis in each year offset by increased weighted average share count for the respective period. Our AFFO per share growth for each of the reported years exceeded the “superior” performance level established by the Compensation Committee for each performance year.

  94. Compensation Actually Paid (CAP) vs. AFFO Per Share Growth

    | 72 | VICI PROPERTIES INC. — 2024 PROXY STATEMENT |

  95. Compensation Actually Paid (CAP) vs. AFFO Per Share Growth

    EQUITY COMPENSATION PLAN INFORMATION The following table summarizes information as of December 31, 2023, relating to equity compensation plans of the Company pursuant to which shares of our common stock are authorized for issuance:

  96. Compensation Actually Paid (CAP) vs. AFFO Per Share Growth

    | Plan Category | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights(1) | Weighted Average Exercise Price of Outstanding Options Warrants and Rights | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans | | Equity compensation plans approved by security holders | 807,151 | N/A | 10,202,301(2) | | Equity compensation plans not approved by security holders | — | — | — | | Total | 807,151 | — | 10,202,301 |

  97. Compensation Actually Paid (CAP) vs. AFFO Per Share Growth

    (1) Represents shares of common stock that may be issued upon settlement of PSUs. The number of shares to be issued in respect of PSUs outstanding as of December 31, 2023 has been calculated based on the assumption that the applicable performance period for each outstanding award had terminated and been valued as of December 31, 2023, resulting in the assumed achievement of the current levels of performance with respect to such PSUs set forth in “Executive Compensation Summary — Status of Outstanding LTIP Performance-Based Awards (PSUs)” on page 60 of this Proxy Statement. We have no outstanding options, warrants or rights. Represents shares of our common stock available for issuance under our 2017 Stock Incentive Plan.

  98. Compensation Actually Paid (CAP) vs. AFFO Per Share Growth

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  99. Compensation Actually Paid (CAP) vs. AFFO Per Share Growth

    PROPOSAL 4: NON-BINDING, ADVISORY VOTE ON THE FREQUENCY OF HOLDING STOCKHOLDER ADVISORY VOTES ON EXECUTIVE OFFICER COMPENSATION In accordance with the requirements of Section 14A of the Exchange Act, we are asking for an advisory vote on the frequency with which say-on-pay votes, similar to Proposal 3, in this Proxy Statement, should be held in the future. This advisory vote is commonly referred to as “say-on-frequency.” Stockholders may vote to indicate their preference for conducting a say-on-pay vote every: • One year; • Two years; or • Three years. Stockholders may also abstain from voting on the matter. The Board of Directors has determined that holding a say-on-pay vote every year is the most appropriate option for the Company. In recommending an annual advisory vote on executive compensation, the Board of Directors concluded that an annual vote provides the highest level of accountability by allowing our stockholders to provide us with timely feedback on our compensation policies and practices as disclosed in our proxy statement for the annual meeting of stockholders every year. Additionally, an annual say-on-pay vote is consistent with our general policy of seeking regular input from, and engaging in discussions with, our stockholders on corporate governance matters and our executive compensation policies and practices. The next advisory vote on the frequency of holding a say-on-pay vote (after this year’s Annual Meeting) will occur no later than the annual meeting of stockholders to be held in 2030. The vote on this proposal is non-binding and advisory in nature. Because of this, it will not affect the results of any vote on executive compensation that has already been held, and it will not be binding on or overrule any decisions by the Board of Directors or Compensation Committee. The Board of Directors may determine to hold an advisory vote on executive compensation more or less frequently than the option selected by our stockholders. However, the Board of Directors values our stockholders’ opinions and the Board of Directors will consider the outcome of the vote when determining the frequency of future advisory votes on executive compensation.