DEF 14A of PENN Entertainment, Inc., Apr 28, 2025

DEF 14A of PENN Entertainment, Inc.

Filed Apr 28, 2025 · FY20240001140361-25-015822

Open on EDGAR

  1. Attendance at Meeting

    | FREQUENTLY REFERENCED | | | Board and Committee Membership | 5 | | Corporate Governance | 7 | | Director Compensation | 37 | | Executive Compensation | 47 | | Pay Versus Performance | 74 |

  2. Our Board of Directors

    Our Board of Directors We believe our Board brings the right combination of fresh perspectives and deep experience, both of which are critical to governing a Company operating in a highly regulated and complex industry. Over the past five years, we have appointed three new directors and are nominating two additional directors at the Company's 2025 Annual Meeting. At the same time, we have preserved the essential long-term knowledge and sound judgment that seasoned directors provide — experience that deepens the Board’s understanding of the Company’s history, regulatory landscape, and strategic evolution, and strengthens its ability to oversee management effectively and drive sustainable, long-term success.

  3. DIRECTORS

    DIRECTORS

  4. DIRECTORS

    | Board Recommendation | | | | OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH CLASS II DIRECTOR NOMINEE: (i) Johnny Hartnett; and (ii) Carlos Ruisanchez |

  5. Introduction

    Introduction Our Board of Directors currently consists of eight members. The directors are organized into three classes, with each class elected to serve a three-year term. At the Annual Meeting, shareholders will be asked to elect each of the two Class II directors to serve until the annual meeting of shareholders of the Company to be held in 2028 and until their respective successors are duly elected and qualified. Our Board of Directors, upon the recommendation of our Nominating and Corporate Governance Committee, has nominated (i) Johnny Hartnett; and (ii) Carlos Ruisanchez to serve as Class II directors. Each of the nominated persons has consented to being named in this Proxy Statement and to serve as a Class II director, if elected. We believe that each of our Class II director nominees has the specific experience, qualifications, attributes, and skills necessary to serve as an effective director on our Board of Directors. A description of our process for identifying and evaluating director nominees, as well as our criteria for membership on our Board of Directors, is set forth under the heading “Director Candidate Qualification and Selection Process.” Under our bylaws, the two nominees for Class II director receiving the highest number of votes cast will be elected. For purposes of the election of directors, withheld and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.

  6. Introduction

    | 12 | PROXY STATEMENT - 2025 |

  7. Introduction

    | CLASS II DIRECTOR NOMINEES |

  8. Introduction

    | | KEY SKILLS AND EXPERTISE: Mr. Hartnett contributes extensive experience scaling and guiding online sports betting, entertainment and gaming businesses to achieve sustained long-term growth. His expertise working with globally reaching brands, along with history of delivering enhanced shareholder value, bolsters the Board’s oversight of the Company’s growth initiatives. • Strategic Planning / M&A: Acquired over a 20-year tenure in various leadership roles at an entertainment company, where he oversaw several successful strategic M&A initiatives, including the $770 million acquisition of FanDuel. • Technology / Digital: As CEO of a Blackstone-backed betting and gaming business, Mr. Hartnett was responsible for implementing innovative, digitally-focused growth initiatives. • Risk Management: Mr. Hartnett brings extensive gaming and entertainment company risk management expertise developed from his career leading operational teams in the highly regulated industry. EXPERIENCE: Superbet Group – Blackstone-backed betting and gaming company • Chief Executive Officer (2019-2024) Paddy Power Betfair – Dublin-based gambling company, part of Flutter Entertainment (NYSE: FLUT) • Chief Development Officer (2018-2019) • Managing Director, International (2016-2019), Online (2015-2016) • Chief Operating Officer (2014-2016), Sportsbet Australia, a Paddy Power affiliate company | | Johnny Hartnett | | | Class II Director (Independent) Age: 49 Committees: • None Education: • University College Dublin: Economics Degree Public Board Directorships: • None | |

  9. Introduction

    | | KEY SKILLS AND EXPERTISE: Mr. Ruisanchez is an experienced finance executive with a strong track record of implementing capital allocation actions and growth initiatives. His expertise in strategic financial planning, accounting and capital structure management bolster the Board’s oversight of risk mitigation and growth strategies. • Finance: Developed over his service as CFO of a gaming entertainment company, where he oversaw financial and administrative operations, managed finance teams and led internal and industry analyses to drive growth and profitability. • Industry Experience: Mr. Ruisanchez brings deep expertise in the casino industry. At Pinnacle Entertainment, he led key expansion initiatives, including opening a new casino in St. Louis, guiding the planning of a casino in Baton Rouge, and overseeing the acquisition of a racetrack in Ohio. Prior to that, he spent nearly a decade at Bear Stearns, advising corporate clients in the gaming, lodging and leisure industries. • Strategic Planning / M&A: During his tenure as Pinnacle’s CFO, Mr. Ruisanchez was instrumental in unlocking shareholder value through transformative initiatives, including the acquisition of Ameristar, execution of multiple highly accretive share repurchase programs, a sale-leaseback with GLPI, and strategic discussions with Penn National Gaming, which ultimately led to a merger between the two companies. EXPERIENCE: Sorelle Capital and Sorelle Hospitality – Hospitality, consumer and real estate investment companies • Founding Partner (since 2019) Pinnacle Entertainment – Leading gaming entertainment company (acquired by PENN in 2018) • President, CFO (2013-2018), CFO (2011-2013) • EVP, Strategic Planning and Development (2008-2011) Bear Stearns & Co. – Investment banking firm • Roles of increasing responsibility, including Senior Managing Director (1997-2008) | | Carlos Ruisanchez | | | Class II Director (Independent) Age: 54 Committees: • None Education: • University of Connecticut School of Business: BS, Finance • University of California, Berkely, Haas School of Business: MBA Public Board Directorships: • Southwest Gas Holdings (NYSE: SWX) (since 2022) • Cedar Fair Entertainment Company (NYSE: FUN) (2019-2024) • Pinnacle Entertainment, Inc. (NYSE: PNK) (2016-2018) | |

  10. Introduction

    | Board Recommendation | | | | OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH CLASS II DIRECTOR NOMINEE: (I) Johnny Hartnett; and (II) Carlos Ruisanchez |

  11. Introduction

    | PROXY STATEMENT - 2025 | 13 |

  12. Introduction

    | | KEY SKILLS AND EXPERTISE: Ms. Kaplowitz is an innovator and a proven leader in marketing and digital transformation, with a long track record of experience in business management, strategic planning and communications. She has successfully counseled companies through impacts of evolving technologies on consumer behavior, including risks and opportunities associated with digital consumer experiences and omnichannel growth strategies, which she contributes to Board discussions on PENN’s customer offerings and strategy. • Industry Experience (Gaming, Hospitality, Media) and Government Affairs: Gained over Ms. Kaplowitz's more than 35-year career in the media industry, including her current role as Chief Executive Officer of 4As, a trade association for advertising agencies that serves corporate members representing more than 85% of total U.S. advertising spend. In her current role, she works with members of the U.S. Congress to address critical issues pertaining to the media and digital media ecosystem and the industry's evolving regulatory landscape. • Sales & Marketing: Acquired through her extensive career in marketing and communications, including executive leadership roles focused on identifying strategic growth areas to build consumer loyalty and strengthen brand equity. During Ms. Kaplowitz's nearly 25 years at media communication agencies, she led marketing campaigns for global high-profile brands across personal care, restaurant and financial services sectors. • Corporate Stewardship: Obtained through her leadership roles in advertising, marketing and media, which required understanding of the evolving impact of non-financial business risks on various industries and evolving consumer preferences. Ms. Kaplowitz's work has included advising global companies on the FTC's updated Green Guides on the use of environmental marketing claims, as well as navigating the shifting regulatory and legislative landscape across state jurisdictions. EXPERIENCE: 4As (American Association of Advertising Agencies) – Trade association serving more than 600 member agencies throughout the U.S. • President and CEO (since 2017) MEC Global (now Wavemaker Global) – Global media agency • CEO of North America (2011-2017) MediaVest (now Spark Foundry) – Full-service media agency that provides marketing, content and technology solutions • EVP, Managing Director (2006-2011), SVP, Group Media Director (1999-2002) Ammirati Puris Lintas – Advertising agency • SVP, Group Media Director (1996-1999) | | Marla Kaplowitz | | | Class III Director (Independent) Age: 59 Director Since: 2020 Committees: • Nominating and Corporate Governance, Chair • Compensation Education: • UC Santa Barbara: BA, Sociology | |

  13. Introduction

    | 14 | PROXY STATEMENT - 2025 |

  14. Introduction

    | | KEY SKILLS AND EXPERTISE: Ms. Scaccetti brings expertise in finance, tax, accounting, cyber risk oversight, strategic planning, M&A, risk management and human capital development, shaped by her career as a Certified Public Accountant (CPA) and extensive corporate governance expertise, developed through her service on the boards of leading public companies over the past three decades. She has guided strategic planning initiatives to drive value creation and transformative growth, while ensuring financial integrity and aligning talent strategies with organizational objectives. Her financial acumen, strategic vision and governance experience makes her a critical contributor to PENN’s growth and risk management efforts. • Risk Management: Acquired during Ms. Scaccetti’s almost 45-year career as a practicing CPA, including at Drucker & Scaccetti, which she co-founded, and at Laventhol & Horwath, where she was the first female tax partner of any international accounting firm in Philadelphia. In these roles, she provided counsel to U.S. and international based companies on a wide range of complex tax planning, corporate transactions and business strategy matters. • Cybersecurity: Developed through her leadership role at Drucker & Scaccetti, where she oversaw the creation and continued evolution of information security systems and controls to safeguard the firm’s information infrastructure. Ms. Scaccetti’s expertise was further enhanced through her role as the chair of the audit committee at multiple public companies for over three decades and her service on the board of a $3B+ in revenue non-profit institution where cybersecurity is paramount to protecting personal health records and information and annual CPA continuing education requirements. • Strategic Planning / M&A: Skills gained from both her board service and work with complex clients, where Ms. Scaccetti has guided organizations through evaluating and executing detailed analysis of acquisition targets, assessing integration risks, determining optimal pathways for growth, assessing financial implications and aligning strategic initiatives with long-term goals to drive value creation. EXPERIENCE: Armanino LLP – Successor company of Drucker & Scaccetti, P.C. • Of Counsel (since 2022) Drucker & Scaccetti, P.C. – Public accounting and business advisory firm • Chief Executive Officer (2013-2021), Partner (1990-2021) Laventhol & Horwath – International accounting firm • Partner (1987-1990), Staff/Manager (1977-1987) | | Jane Scaccetti | | | Class III Director (Independent) Age: 71 Director Since: 2015 Committees: • Audit, Chair • Compliance Education: • Temple University's Fox School of Business: BBA • Villanova University MS, Taxation Public Board Directorships: • Myers Industries, Inc (2016-2021) • The Pep Boys (2002-2016) | |

  15. Introduction

    | PROXY STATEMENT - 2025 | 15 |

  16. Introduction

    | | KEY SKILLS AND EXPERTISE: Mr. Snowden is Chief Executive Officer and President of PENN Entertainment (“PENN”), North America’s leading provider of integrated entertainment, sports content and casino gaming experiences. PENN operates in 28 jurisdictions throughout North America, with a broadly diversified portfolio of casinos, racetracks and online sports betting and iCasino offerings under well-recognized brands including Hollywood Casino®, L’Auberge®, ESPN BET™ and theScore BET Sportsbook and Casino®. As Chief Executive Officer and President of PENN, Mr. Snowden has led PENN’s expansion into sports media, entertainment and technology, including its acquisition of theScore in 2021 and strategic partnership alliance with ESPN to create and launch ESPN BET in 2023. His leadership has resulted in PENN’s ability to leverage the top sports media brands in the United States and Canada, allowing PENN to significantly expand its omnichannel footprint and efficiently grow its customer ecosystem. His insights to Board discussions on strategy are instrumental to oversight of PENN’s retail operating excellence. Mr. Snowden served as President and Chief Operating Officer beginning in March 2017, was appointed to the Board of Directors in August 2019, and has held various senior leadership roles since joining the Company in October 2011. Prior to joining PENN, Mr. Snowden held leadership positions with Caesars Entertainment Corporation in several markets, including Las Vegas, Nevada and Atlantic City, New Jersey. • Industry Experience (Gaming, Hospitality, Media): Gained from Mr. Snowden’s more than 25-year successful career in the highly regulated and rapidly evolving gaming and sports betting industry, and hospitality and entertainment sectors. Prior to being appointed as CEO in 2020, he served as PENN’s President and Chief Operating Officer and as SVP of Regional Operations. Mr. Snowden previously spent 12 years with Caesars Entertainment, where he acquired significant gaming industry management experience across several regional and destination markets, including as SVP and General Manager of both Caesars and Harrah’s Resorts in Atlantic City. • HR / Talent Management: Acquired through his executive leadership career overseeing human capital strategies at large corporations, including talent integration initiatives following strategic transactions. At PENN, Mr. Snowden oversaw the launch of the expansive talent development strategy designed to support the growth of the Interactive segment and attract and retain leading industry talent. • Technology / Digital: His deep industry knowledge and digital transformation expertise provide unique perspectives on the Company’s strategic navigation of its broader omnichannel expansion and customer engagement strategies. EXPERIENCE: PENN Entertainment • CEO and President (since 2020), President and Chief Operating Officer (2017-2019), Chief Operating Officer (2014-2017), Senior Vice President of Regional Operations (2011-2014) Caesars and Harrah's Resorts Atlantic City – Casino resort and hotel • Senior Vice President and General Manager (2010-2011) Caesars Entertainment Corporation – Leading global gaming and hospitality resort chain • Various leadership positions in St. Louis, San Diego and Las Vegas (1998-2010) | | Jay Snowden | | | Class III Director (Executive Director) Age: 49 Education: • Harvard University: BA • Washington University in St. Louis: MBA | |

  17. Introduction

    | 16 | PROXY STATEMENT - 2025 |

  18. Introduction

    | | KEY SKILLS AND EXPERTISE: Mr. Handler has over 30 years of investment banking experience representing clients on many of the largest and most transformative transactions in the technology sector. In 2022, he co-founded Tidal Partners, a strategic M&A advisory firm headquartered in Palo Alto, California. Mr. Handler is a strategy and transaction thought partner to CEOs and boards as they navigate through the rapidly changing and increasingly complex technology industry. His experience in the highly regulated gaming industry, especially given the impact of technology, provides invaluable contributions to the Board’s oversight of PENN’s growth and capital allocation strategies. • Financial (Capital Markets, Accounting & Tax): Acquired over his 30+ year career in investment banking where he successfully advised clients on significant business transformation initiatives to unlock shareholder value. • Strategic Planning / M&A: Gained through decades of guiding major technology industry players on large-scale, high-profile and industry-defining transactions. Mr. Handler's long-term exposure to the gaming and technology industries, including opportunities created by emerging technologies, is an especially valuable asset to the Board. • Technology / Digital: As a co-founder of an M&A advisory firm focused on the technology sector, Mr. Handler contributes to the Board deep strategic insights into the evolving industry landscape, expertise in effective risk oversight and the ability to identify strategic opportunities for PENN's omnichannel growth strategy. EXPERIENCE: Tidal Partners – Strategic M&A advisory firm focused on the technology industry • Co-Founder and Partner (since 2022) Centerview Partners – Investment banking and advisory firm • Partner, founding Head of the Technology Group (2008-2022) UBS – Global investment bank • Managing Director, Co-Head of Americas Technology Investment Banking (2006-2009) Bear Stearns & Company – Specialized financial services company and investment bank • Managing Director, Co-Head of Communications Technology Investment Banking (2000-2006) Jefferies – Investment banking and capital markets firm • Managing Director, Head of New York Investment Banking (1995-2000) | | David Handler | | | Class I Director (Independent) Age: 60 Director Since: 1994 Board Chair Since: 2019 Education: • NYU Stern School of Business: BA, Marketing • NYU Stern School of Business: MBA, Finance | |

  19. Introduction

    | PROXY STATEMENT - 2025 | 17 |

  20. Introduction

    | | KEY SKILLS AND EXPERTISE: Ms. Black-Gupta contributes to the Board more than 25 years of executive leadership experience with a strong track record of leading successful product, consumer and digital marketing strategies for global brands, including Equinox, Estée Lauder and Procter & Gamble. As a founder of her own skincare consumer brand, Ourself, and her prior roles guiding brand development and digital engagement strategies, she has overseen regulatory compliance, strategic planning, talent management and sustainability initiatives, driving corporate growth and innovation. Ms. Black-Gupta was named to Women Inc.’s list of “2023 Most Influential Corporate Directors.” • Industry Experience (Gaming, Hospitality, Media): Acquired through Ms. Black-Gupta’s executive career in global marketing roles, including as Global Chief Marketing Officer at Equinox, where she led the enterprise-wide marketing strategy for over 300 Equinox sport clubs and a pipeline of 10 lifestyle Equinox hotels with a focus on customer experience and digital engagement that successfully elevated the brand, enhanced client loyalty and expanded omnichannel growth opportunities. • Sales & Marketing: Developed through her experience overseeing the digital marketing strategy for the $1 billion Bobbi Brown Cosmetics brand at Estée Lauder in over 150 countries, including the beauty industry’s first digital channel launch, and for Procter and Gamble’s Gillette Venus and Oral B brands. As Co-Founder of Ourself, Ms. Black-Gupta was responsible for driving proprietary innovation in bio-technology for the fast growing direct-to-consumer and professional brand. • Strategic Planning / M&A: Obtained throughout numerous executive leadership roles, where Ms. Black-Gupta was responsible for strategy development and M&A initiatives. At Estée Lauder, she worked closely with the corporate development team to support the company's M&A strategy to fuel brand innovation and shareholder value growth. EXPERIENCE: Ourself – Innovative biotech skincare brand • Chief Executive Officer and Co-Founder (Co-Founder beginning 2021, CEO 2022-2024) Equinox Fitness Club and Hotel – Luxury fitness company • Global Chief Marketing Officer (2017-2019) Bobbi Brown Cosmetics – Global premium beauty brand • Senior Vice President of Global Marketing (2013-2017) Estée Lauder – Multinational cosmetics company • Vice President Global Marketing Idea Bank (2008-2013) Procter & Gamble – Global consumer goods corporation • Global Marketing Director (2005-2007) • Various executive global marketing leadership roles for Gillette and Procter & Gamble (1997-2005) | | Vimla Black-Gupta | | | Class I Director (Independent) Age: 55 Director Since: 2021 Committees: • Compensation • Nominating and Corporate Governance Education: • Duke University: BA • Northwestern University’s Kellogg School of Management: MBA | |

  21. Introduction

    | 18 | PROXY STATEMENT - 2025 |

  22. Introduction

    | | KEY SKILLS AND EXPERTISE: Mr. Dhanda is a well-respected technology leader in the consumer sector, with over 25 years of experience in leading business and technology operations. He is known for building powerful and collaborative teams that keep pace with the rapidly evolving technology, AI and cybersecurity landscape, which enables him to contribute tremendous insights to Board discussions related to PENN’s customer-focused digital and omnichannel retail strategy. In recognition of his significant contributions to advancing the use of technology in business, Mr. Dhanda was inducted into the CIO Hall of Fame. • Technology / Digital: Obtained through numerous executive leadership roles with consumer- oriented and digitally-enabled businesses, with responsibilities for technological transformation efforts, including customer digital engagement and intelligence, application and supply chain modernization. At Albertsons Companies (NYSE: ACI), he led the shift to exclusively cloud-based operations and is currently focused on accelerating business growth through the use of AI. • Cybersecurity: Acquired through more than 15 years of service as Chief Information Officer with leading national retail and financial services companies, overseeing the security of IT architecture, application platforms and data, including in Mr. Dhanda’s current role with Albertsons Companies where he oversees the security and reliability of the payments platform that processes approximately $78 billion in sales annually. • Strategic Planning / M&A: Gained by serving in strategic planning roles at JP Morgan and executive roles with PNC Financial Services Group, which focused on leading business development in high potential markets and enterprise-wide transformation strategies. He played critical roles in leading business and technology functions across multiple mergers and acquisitions by PNC. At Albertsons Companies, Mr. Dhanda oversaw the post-acquisition integration of the company and Safeway to a common platform. EXPERIENCE: Albertsons Companies, Inc. (NYSE: ACI) – Leading Fortune 100 grocery store chain • EVP and Chief Technology and Transformation Officer (since 2023), EVP and Chief Information Officer (2015-2022) Giant Eagle, Inc. – American supermarket chain • SVP, Digital Commerce and Chief Information Officer (2013-2015) The PNC Financial Services Group, Inc. (NYSE: PNC) – Diversified U.S.-based financial services institution • EVP and CIO (2008-2013), SVP and CIO, PNC Bank (2005-2008), SVP and Manager, Eastern Markets (1997-1999), Small Business Lending (1995-1997) JP Morgan Chase & Co. (NYSE: JPM) (formerly Chemical Bank) – Leading global financial services firm • SVP, Marketing and Business Planning Manager, Consumer Bank (1992-1995), Strategic Planning Officer, Regional Banking Operations Division (1989-1992), Management Consultant, Retail Operations and Technology (1988-1989) | | Anuj Dhanda | | | Class I Director (Independent) Age: 62 Director Since: 2024 Committees: • Compliance Education: • University of Delhi: BA, Commerce • Rutgers University: MBA • Rutgers University: PhD, Finance Public Board Directorships: • BlueLinx Holdings (NYSE: BXC) (2023-Present) | |

  23. Introduction

    | PROXY STATEMENT - 2025 | 19 |

  24. Compensation Committee

    | • | Recommending director compensation to the Board; and |

  25. Review and Approval of Transactions with Related Persons

    | DIRECTOR COMPENSATION |

  26. Non-Employee Director Compensation

    Non-Employee Director Compensation The Company pays fees to each director who is not an employee of the Company. During the year ended December 31, 2024, the annual compensation for each non-employee director consisted of an annual retainer of $50,000, plus an additional $10,000 for service on each of the Audit Committee, the Compensation Committee and the Compliance Committee, as applicable, and $5,000 for service on the Nominating and Corporate Governance Committee. The Chair of the Audit Committee receives an additional $15,000 annual retainer, and the Chairs of the Compensation Committee and the Nominating and Corporate Governance Committee each receive a supplemental $10,000 annual retainer. For 2024, each non-employee director had the opportunity to elect to receive his or her annual retainer in the form of either cash or shares of restricted stock, with forfeiture restrictions for restricted stock lapsing on the first anniversary of the date of grant. In 2024, each non-employee director other than the Board Chair received a grant of cash settled restricted stock units or restricted stock at his or her election with a grant value of $250,000, and the Board Chair received a cash settled grant of restricted stock units or restricted stock at his election with a grant value of $375,000. Each award of cash settled restricted stock units or shares of restricted stock vests on the first anniversary of the date of grant. Director Stock Ownership Guidelines. We believe that equity ownership supports the alignment of director interests with those of the Company’s shareholders. To this end, the Compensation Committee has established stock ownership guidelines which provide that each non-employee director should own shares with a value equal to at least five times the current annual cash retainer amount, within five years from the date they joined the Board. All of our non-employee directors either currently meet our director stock ownership guidelines or we expect that they will meet the guidelines within five years of becoming a director. The Company’s Chief Legal Officer monitors compliance with these guidelines on an annual basis and apprises the Compensation Committee no less than annually regarding the same.

  27. 2024 Director Compensation Table

    2024 Director Compensation Table The following table sets forth information with respect to all compensation awarded to the Company’s non-employee directors for 2024.

  28. 2024 Director Compensation Table

    | NAME | FEES EARNED OR PAID IN CASH ($) (1) | STOCK AWARDS ($) (2) (3) | TOTAL ($) | | Vimla Black-Gupta | 70,000 | 250,002 | 320,002 | | Anuj Dhanda(4) | 44,973 | 249,993 | 294,966 | | David Handler | 50,000 | 375,003 | 425,003 | | John Jacquemin(5) | 55,000 | 250,002 | 305,002 | | Marla Kaplowitz | 75,000 | 250,002 | 325,002 | | Barbara Shattuck Kohn | 80,000 | 250,002 | 330,002 | | Ronald Naples | 65,000 | 250,002 | 315,002 | | Saul Reibstein | 70,000 | 250,002 | 320,002 | | Jane Scaccetti | 85,000 | 250,002 | 335,002 |

  29. 2024 Director Compensation Table

    | (1) In 2024, each non-employee director could elect to receive his or her retainer fees in cash or shares of restricted stock, which vest on the first anniversary of the date of grant. This column reflects director compensation eligible to be paid in cash, which consists of the annual Board retainer and any applicable fees for committee members and committee chairs. Each of the following directors elected to receive restricted stock in lieu of such amounts eligible to be paid in cash, in the following amounts: Ms. Black-Gupta — $70,000; Mr. Handler — $50,000; Mr. Jacquemin — $55,000; and Ms. Scaccetti — $85,000. |

  30. 2024 Director Compensation Table

    | (2) As of December 31, 2024, the following stock awards were outstanding: (i) for Ms. Black-Gupta 12,331 shares of restricted stock; (ii) for Mr. Dhanda 16,523 shares of restricted stock; (iii) for Mr. Handler, 16,378 shares of restricted stock; (iv) for Mr. Jacquemin, 11,753 shares of restricted stock; (v) for Ms. Kaplowitz, 9,634 shares of restricted stock; (vi) for Ms. Shattuck Kohn, 9,634 cash settled restricted stock units; (vii) for Mr. Naples, 9,634 cash settled restricted stock units; (viii) for Mr. Reibstein, 9,634 cash settled restricted stock units; and (ix) for Ms. Scaccetti 12,910 shares of restricted stock. |

  31. 2024 Director Compensation Table

    | (3) Reflects the aggregate grant date fair value of stock awards granted in 2024, excluding restricted stock awards chosen in lieu of cash for retainer fees, as explained in footnote (1) above. The listed amounts were determined using the closing price of PENN's common stock on the day prior to the grant date, calculated in accordance with FASB ASC Topic 718. |

  32. 2024 Director Compensation Table

    | (4) Mr. Dhanda was appointed to the Board in March 2024, and therefore his retainer fees were pro-rated . |

  33. 2024 Director Compensation Table

    | (5) Mr. Jacquemin did not stand for re-election at the 2024 Annual Meeting. |

  34. 2024 Director Compensation Table

    | 38 | PROXY STATEMENT - 2025 |

  35. 2024 Director Compensation Table

    | EXECUTIVE OFFICERS |

  36. 2024 Director Compensation Table

    Set forth below is certain information regarding each of our current executive officers, other than Mr. Snowden, whose biographical information is presented under “Proposal 1: Election of Class II Directors—Continuing Directors.”

  37. 2024 Director Compensation Table

    | NAME | AGE (1) | POSITION | | Jay Snowden | 49 | Chief Executive Officer, President and Director | | Felicia Hendrix | 56 | Executive Vice President, Chief Financial Officer | | Todd George | 55 | Executive Vice President, Operations | | Chris Rogers | 49 | Executive Vice President, Chief Strategy and Legal Officer and Secretary |

  38. 2024 Director Compensation Table

    | (1) Ages as of our 2025 Annual Meeting. |

  39. 2024 Director Compensation Table

    Felicia Hendrix has served as our Chief Financial Officer and Executive Vice President since March 2021, and Principal Accounting Officer since February 25, 2024. Ms. Hendrix oversees Accounting, Finance, Internal Audit, and Procurement. Prior to joining PENN, Ms. Hendrix spent 25 years on Wall Street and was most recently a Managing Director and Equity Research Analyst at Barclays, covering the gaming, lodging and leisure industries. Before joining Barclays, Ms. Hendrix was a Managing Director at Lehman Brothers. Ms. Hendrix holds a bachelor's degree from the University of Virginia and an MBA from the Darden School of Business at the University of Virginia. Todd George has served as our Executive Vice President, Operations since January 2020. Mr. George oversees PENN's Regional Operations, Interactive, Marketing and Information Technology, as well as Design and Construction. Mr. George plays a critical role in execution of our omnichannel strategy, including our efforts to use our expanded digital database to drive increased visitation to our casinos. Prior to his current role, Mr. George served as Vice President and General Manager of Hollywood Casino in Lawrenceburg, Indiana, and Hollywood Casino St. Louis. In 2017, Mr. George was promoted to Senior Vice President, Regional Operations, overseeing nine properties in PENN's Midwest Region. Prior to PENN, Mr. George spent 12 years in various management positions at Pinnacle Entertainment, including leading the development and launch of Pinnacle's two St. Louis properties, River City Casino and Lumiere Place. Mr. George holds a bachelor's degree from LeMoyne College and an MBA from Villanova University. Chris Rogers has served as our Executive Vice President, Chief Strategy Officer since January 2020 and Executive Vice President, Chief Strategy and Legal Officer and Secretary since June 2024. In his capacity as Chief Strategy and Legal Officer, Mr. Rogers leads the team responsible for developing and pursuing PENN's strategic growth initiatives and oversees the Company’s legal department. Over his past ten years with PENN, Mr. Rogers also served as Senior Vice President, Corporate Development, and Vice President, Deputy General Counsel. Prior to joining PENN, Mr. Rogers was a corporate attorney at the Dallas-based law firm Vinson & Elkins and the Boston-based law firm Ropes & Gray, as well as a CPA for PricewaterhouseCoopers and Arthur Andersen. Mr. Rogers holds a Bachelor of Business Administration from the University of Oklahoma's Price College of Business and a J.D. from Harvard Law School.

  40. 2024 Director Compensation Table

    | PROXY STATEMENT - 2025 | 39 |

  41. 2024 Director Compensation Table

    | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |

  42. 2024 Director Compensation Table

    The following table sets forth certain information regarding the beneficial ownership of the Company’s common stock, as of April 1, 2025. This table lists: (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 “2024 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 PENN Entertainment, Inc., 825 Berkshire Blvd., Wyomissing, PA 19610. The percentages shown in this table are calculated based on 151,234,547 shares of our common stock outstanding as of April 1, 2025.

  43. 2024 Director Compensation Table

    | 5% SHAREHOLDERS, 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, Inc.(1) | 14,729,920 | 9.74% | | BlackRock, Inc.(2) | 13,009,868 | 8.60% | | Named Executive Officers and Directors: | | | | Vimla Black-Gupta | 32,987 | 0.02% | | Anuj Dhanda | 31,523 | 0.02 % | | David Handler(3) | 332,941 | 0.22% | | Marla Kaplowitz | 26,203 | 0.02% | | Ronald Naples | 20,587 | 0.01% | | Saul Reibstein(4) | 37,055 | 0.02% | | Jane Scaccetti | 92,318 | 0.06% | | Barbara Shattuck Kohn(5) | 28,541 | 0.02% | | Jay Snowden(6) | 2,665,478 | 1.76% | | Felicia Hendrix(6) | 211,471 | 0.14% | | Todd George(6) | 336,572 | 0.22% | | Chris Rogers(6) | 217,557 | 0.14% | | All current executive officers and directors as a group (12 persons) | 4,033,233 | 2.67% |

  44. 2024 Director Compensation Table

    | (1) Based on its Schedule 13G/A filed with the SEC on February 13, 2024, the number of shares in the table includes shares beneficially owned as of December 29, 2023, by The Vanguard Group, Inc. and its listed affiliates. The Vanguard Group, Inc. has sole voting power over 0 shares, shared voting power over 53,742 shares, sole dispositive power over 14,531,892 shares and shared dispositive power over 198,028 shares. The address of Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. |

  45. 2024 Director Compensation Table

    | (2) Based on its Schedule 13G/A filed with the SEC on January 25, 2024, the number of shares in the table includes shares beneficially owned as of December 31, 2023, by BlackRock, Inc. and its listed affiliates. BlackRock, Inc. has sole voting power over 12,365,398 shares, shared voting power over 0 shares, sole dispositive power over 13,009,868 shares and shared dispositive power over 0 shares. The address of BlackRock, Inc. is 50 Hudson Yards, New York, New York 10001. |

  46. 2024 Director Compensation Table

    | (3) The number of shares reported includes 20,000 shares held by a charitable foundation for which Mr. Handler has discretionary control. |

  47. 2024 Director Compensation Table

    | (4) The number of shares in the table excludes 150 shares owned by Mr. Reibstein’s spouse, as to which shares Mr. Reibstein disclaims beneficial ownership. |

  48. 2024 Director Compensation Table

    | (5) The number of shares in the table excludes 1,750 shares owned by the estate of Ms. Shattuck Kohn’s late spouse, as to which shares Ms. Shattuck Kohn disclaims beneficial ownership. |

  49. 2024 Director Compensation Table

    | (6) The number of shares in the table includes shares that may be acquired upon the exercise of outstanding options or options that may be exercised within 60 days from the Record Date, as follows: (i) Mr. Snowden: 1,616,853; (ii) Ms. Hendrix, 99,338; (iii) Mr. George: 203,536; (iv) Mr. Rogers: 130,077; and (v) all current executive officers and directors as a group: 2,049,804 shares. |

  50. 2024 Director Compensation Table

    | 40 | PROXY STATEMENT - 2025 |

  51. 2024 Director Compensation Table

    PROPOSAL 2:

  52. Alignment of Pay with Performance

    | Our executive compensation is predominantly at-risk and long-term focused. We issue a significant majority of our executive compensation in the form of annual and long-term incentives that deliver value only if our executives achieve robust pre-set performance goals or we achieve sustained long-term stock price appreciation. We believe this at-risk and long-term focus supports the priorities of our value creation strategy and reflects strong alignment with shareholder interests. We adopted a three-year performance period for our 2024 Performance Stock Units (PSUs) awards. In alignment with our shareholder preferences, the Compensation Committee approved a three-year performance period starting with the 2024 PSUs, shifting from the one-year performance periods used in the previous program design. We incorporated financial performance metrics into our PSUs program, which in 2024 accounted for 70% of target opportunities. Instead of focusing solely on operational performance, the Compensation Committee allocated 70% of target PSUs to financial performance metrics, with operational performance metrics weighted at 30%. This new program design replaced the previous long-term incentive plan, which was based exclusively on operational metrics. The same predominant financial performance metrics structure also applied to the 2024 performance period under the 2022 PSUs and the 2024-2025 performance period under the 2023 PSUs to foster a greater focus on financial performance outcomes. CEO’s 2024 target compensation opportunity was set to recognize his critical role in establishing the strategic ESPN partnership and appropriately incentivize execution of the initiatives designed to unlock the full potential and value of this collaboration. The CEO’s base salary remained unchanged in 2024, with the increase in the CEO’s 2024 target pay delivered exclusively in the form of long-term performance equity incentives, with 75% allocated to PSUs tied to challenging three-year profitability targets and performance metrics focused on growing our database, omnichannel players and ESPN BET market share – metrics the Committee considers critical to our long-term success and in alignment with the interests of our shareholders. The remaining 25% was allocated to stock options, which deliver value only if our stock price appreciates. No portion of the CEO’s or other NEOs’ equity incentives was delivered in the form of exclusively service-based awards, reflecting the rigor of our compensation program and focus on paying for performance. 2024 Incentive programs paid out below target. Our short- and long-term incentive payouts of 63% and 83% of target respectively, were aligned with our 2024 financial and operational performance results, as well as shareholder experience over the same performance period, highlighting the rigor of the performance hurdles under our incentive plans and robust accountability for the achieved performance results. Stock options issued in the last three years remain under water. As of the Record Date, stock options issued in 2022, 2023 and 2024 represented a significant portion of our executive compensation opportunities and had zero intrinsic value, further underscoring the long-term alignment of our compensation program outcomes with our shareholders. CEO's 2025 total target compensation opportunity remains unchanged from 2024. The Compensation Committee recommended to the Board, and the Board determined, that our CEO's base salary, STIP target opportunity and LTIP target opportunity for 2025 should remain unchanged from 2024. |

  53. Key Themes from Shareholder Meetings (cont.)

    | WHAT WE HEARD | WHAT WE DID | | Preference for financial performance metrics to constitute the majority of long-term incentive opportunities, measuring performance results over a full three-year performance cycle | The Compensation Committee approved a redesign of the long-term performance program, which many shareholders confirmed effectively addressed their prior concerns. Starting in 2024: • Cumulative three-year performance targets replaced one-year performance cycles, fostering accountability for long-term performance and alignment with shareholder experience and preference. • Financial metrics account for 70% of the long-term performance incentive plan and reflect our key priorities focused on Retail Adjusted EBITDAR and Interactive Adjusted EBITDA performance to align management with the key metrics that drive profitability of our operations. • The Compensation Committee also applied the new incentive program design to the outstanding unvested portion of the 2022 PSUs associated with the 2024 performance period and the 2023 PSUs associated with 2024-2025 performance period. Consistent with positive shareholder feedback on the redesign of the long-term performance program, and as a result of additional perspectives we received during Fall shareholder engagement meetings, the Compensation Committee approved additional changes to our executive compensation program. Starting in 2025, the weighting of the financial performance metrics will be increased to 80% (from 70%) to place a greater emphasis on long-term financial performance outcomes. | | Focus on a greater pay and performance alignment | We believe the long-term incentive program redesign instituted last year fosters a greater alignment of our executive compensation program with achieved performance results and our shareholder experience. To ensure accountability for financial and operational performance results, in addition to the redesign of the long-term incentive program as described above, the Compensation Committee also increased the PSUs weighting in the CEO’s 2024 long-term equity incentive mix from 50% to 75%, with the remaining 25% delivered in the form of stock options, which provide value only if our stock price appreciates from the grant date. No portion of the CEO’s equity incentives was delivered in the form of exclusively service-based awards, reflecting the rigor of our compensation program and focus on paying for performance. Consistent with our pay for performance compensation approach, the incentive program payouts associated with our 2024 performance were as follows: • The short-term incentive program paid out at 63% of target based on our consolidated Adjusted EBITDAR performance; • The third tranche of the 2022 performance shares associated with the 2024 performance period was earned at 83% of target, reflecting our financial and operational performance results; • As of the record date of this filing, stock options issued over the last three years, including 2024, have zero intrinsic value, which further underscores the long-term alignment of our compensation program outcomes with the experience of our shareholders; • Reflecting the alignment of our executive pay program with performance, no portion of the 2021 CEO Supplemental Award issued in April 2021 has been earned over the last four years. The Supplemental Award is expected to be forfeited in full at the end of 2025; • The Compensation Committee recommended to the Board, and the Board determined, that our CEO's base salary, STIP target opportunity and LTIP target opportunity for 2025 should remain unchanged from 2024. | | Preference for a clawback policy that goes beyond stock exchange requirements | Consistent with our shareholder expectations and leading compensation governance practices, we have amended our clawback policy to apply to all equity incentive awards, including performance- and time-based incentives. |

  54. Compensation Framework

    | | COMPONENT | CEO | OTHER NEOS | KEY CHARACTERISTICS | 2024 PERFORMANCE METRICS | | FIXED PAY | Base Salary | | | • Fixed cash compensation designed to compensate executives for their day- to-day responsibilities based on the scope of their role, individual performance, experience, expertise and qualifications | N/A | | VARIABLE PAY | SHORT-TERM INCENTIVE PROGRAM (“STIP”) | | | | | | | Short-Term Incentive Plan (“STIP”) | | | • Cash compensation tied to the achievement of a rigorous pre-determined quantitative performance goal • Aligns a significant portion of target cash compensation to the achievement of near-term Company EBITDAR goals in alignment with our long-term growth strategy | Adjusted EBITDAR (consolidated results from the Company’s Retail, Interactive and Corporate Overhead and Other segments) | | | LONG-TERM INCENTIVE PROGRAM (“LTIP”) | | | | | | | Performance Stock Units (PSUs)* 75% of Total LTIP for CEO / 50% for other NEOs | | | • Equity incentive designed to motivate achievement of robust pre-set performance goals over a three-year performance period to drive long-term shareholder value • Performance metrics reflect key drivers of our long-term growth, including both financial objectives and objectives related to advancement of our omnichannel growth strategy • Promote an ownership mentality, and motivate long-term shareholder value creation | Financial Metrics (70%) • Retail Adj. EBITDAR (50%) • Interactive Adj. EBITDA (20%) Operational Metrics (30%) • Database growth (10%) • Omnichannel play (10%) • ESPN BET market share (10%) | | | Stock Options 25% of Total LTIP for CEO and 50% for other NEOs | | | • Equity incentives motivate executives to build long-term shareholder value • Vests ratably over a three-year period to encourage long-term retention | Stock options only deliver value to executives to the degree our stock price appreciates after the grant date, fostering a strong alignment with shareholder value creation and motivating sustained, long-term outperformance |

  55. Compensation Framework

    | * The PSUs weighting in the table above reflects the target values of PSUs awarded in 2024. These values differ from the grant date values in the Summary Compensation Table and the Grants of Plan-Based Awards Table, as those tables include portions of PSUs issued in 2022 and 2023, which are reported for 2024 based on the approval of the performance targets for the outstanding unvested portion of these awards. |

  56. Risk Assessment (cont.)

    Risk Assessment (cont.) performance criteria in reference to the Company’s annual budget. The other major component of our executive officers’ compensation is long-term incentives through a mix (which may vary from year to year and by level) of PSUs and stock options that we believe are important to help further align executives’ interests with those of our shareholders. The PSUs under the long-term performance plan were tied to objective financial and operational goals aligned with our long-term growth priorities. Equity incentive awards are subject to long-term vesting schedules, and the annual bonus and performance-based equity awards are subject to maximum payout limits. We believe that the focus on annual short-term incentive pay is balanced by our long-term incentive awards, which incentivize long-term performance results and align interest of our executives with the Company’s ability to create sustained value. These cash and equity incentive awards, especially when combined with the compensation clawback policy described on page 62 of this Proxy Statement, appropriately balance payment for performance and alignment of executive compensation with shareholders, without encouraging imprudent conduct or excessive risk-taking. Additionally, we have share ownership guidelines that require our executive officers to own a given multiple of their base salary in the form of our common stock, restricted stock or stock-settled restricted stock units (ranging from six times for the CEO to three times for other named executive officers) to help ensure that the majority of executive compensation always has significant value tied to long-term stock price performance. Based on the foregoing, we believe that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. We also believe that our incentive compensation arrangements do not encourage risk-taking beyond the Company’s ability to effectively identify and manage significant risks, are compatible with effective internal controls, and are supported by the oversight of the Compensation Committee.

  57. Executive Compensation Peer Group

    Executive Compensation Peer Group The Compensation Committee reviews the total compensation package for each of the executive officers against data from a pre-selected peer group of companies, which are chosen based on data compiled by an independent compensation consultant. Consistent with the objectives of the Company’s executive compensation program, the Compensation Committee compares executive officer compensation against the median compensation opportunities of these peer companies 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 Company peers. The Compensation Committee, with the assistance of its independent compensation consultant, reviews the Company’s peer group annually to determine whether any changes from the prior year’s group are warranted. In October 2023, the Compensation Committee reviewed and approved the executive compensation peer group for setting 2024 target compensation levels, which consisted of the companies identified below, as recommended by the Compensation Committee’s independent compensation consultant. The Committee did not make any changes to the peer group from the prior year’s composition, except to remove Zynga Inc. from the peer group as a result of its acquisition by Take-Two Interactive in May 2022.

  58. Executive Compensation Peer Group

    | 2024 COMPENSATION PEER GROUP | | | Boyd Gaming Corporation | Live Nation Entertainment, Inc. * | | Caesars Entertainment, Inc. | MGM Resorts International | | DraftKings, Inc. | Red Rock Resorts, Inc. | | Electronic Arts, Inc | Roku, Inc. | | Las Vegas Sands Corp. | Sirius XM Holdings, Inc. | | Lions Gate Entertainment Corporation | Wynn Resorts, Ltd. |

  59. Executive Compensation Peer Group

    | * Live Nation Entertainment, Inc. was also part of the compensation peer group used to set 2023 compensation. |

  60. Executive Compensation Peer Group

    | PROXY STATEMENT - 2025 | 55 |

  61. Executive Compensation Peer Group (cont.)

    Executive Compensation Peer Group (cont.) This executive compensation peer group is comprised of core gaming companies and online and digital entertainment companies, which reflects PENN’s operational complexity. These peer companies were selected because they met certain criteria based on similarity of their business, market capitalization and annual revenues, and the fact that they serve as competitors for PENN’s executive talent. The Compensation Committee reviewed the peer group in October 2023, and at that time the Company ranked at the 61st percentile of this group in annual revenue.

  62. Elements of Executive Compensation

    | • | Annual short-term cash bonus incentive; and |

  63. Elements of Executive Compensation

    | • | Long-term incentive compensation. |

  64. Base Salary

    Base Salary Base salary is the fixed element of an executive officer’s annual cash compensation and is intended to attract and retain highly qualified executives and to compensate them for expected day-to-day performance. The Compensation Committee reviews the base salary for each of our executive officers on an annual basis and considers the following factors in making its determinations: the executive officer’s position, responsibilities associated with that position, experience, expertise, knowledge and qualifications, individual contributions, market factors, the industries in which we operate and compete, recruitment and retention factors, the executive officer’s individual compensation history, salary levels of the other members of our executive team, the median salaries of similarly situated, comparable executives in our peer group, and our overall compensation philosophy. When establishing our named executive officers’ annual base salaries, the Compensation Committee references the peer group median salaries. Set forth in the table below are the 2024 and 2023 base salaries for each of our named executive officers, along with year-over-year percentage market-based pay increases that were designed to bring base salaries of our executives closer to the peer group median for the comparable executive roles and scope of responsibilities. The Compensation Committee approved modest increases to base salary for Ms. Hendrix and Mr. George to align their compensation with market benchmarks. Base salary for Mr. Rogers was increased to reflect the expanded scope of responsibilities after he assumed the role of Chief Legal Officer and Secretary in 2024, in addition to his previous duties as Chief Strategy Officer. The Board maintained the CEO’s base salary, which has remained unchanged since 2021.

  65. Annual Short-Term Incentive Plan (“STIP”)

    Annual Short-Term Incentive Plan (“STIP”) Our executive officers are eligible to participate in the short-term cash incentive plan (STIP), which is intended to motivate achievement of short-term performance objectives that are key to the Company’s long-term success and ability to create sustained shareholder value. The STIP provides payout opportunities based on the achievement of pre-determined corporate performance objective(s), with actual STIP bonuses earned based on the achievement of such performance objective(s) each fiscal year. The Compensation Committee sets the range of STIP opportunity payable to each executive as a percentage of annual base salary, consistent with the incentive programs and practices used by the Company’s peer group. When establishing our named executive officers’ target STIP opportunities, the Compensation Committee references the peer group median target bonus levels. For 2024, the Committee approved an increase to our non-CEO NEOs’ target bonus levels from 100% of base salary to 125% of base salary to bring their target cash opportunities closer to the median opportunities for comparable executives within our peer group. The Board maintained the CEO’s 2024 target STIP opportunity, which has remained unchanged since 2021. For 2024, based on data provided by the Compensation Committee’s independent compensation consultant, the Committee approved an increase in the maximum payout level under the annual STIP from 150% to 200% of target to more closely align with our peer group and broader market practice. The threshold payout remained unchanged at 50% of target, with no compensation awarded to executives for below-threshold performance. If performance is between performance levels (i.e., between threshold and target, or between target and maximum), the actual amount of the award that is earned is determined by linear interpolation between threshold and target or target and maximum level of achievement, as applicable.

  66. 2024 STIP Awards

    2024 STIP Awards The Compensation Committee approved Adjusted EBITDAR as the performance metric for the 2024 STIP because it is an objective and quantifiable measurement for the Company’s financial performance that balances a forward-looking approach to executing on our highly differentiated strategy with a disciplined approach to supporting our long-term growth priorities. It is also a common performance metric used by our investors to evaluate the Company’s performance relative to other gaming industry peers. Adjusted EBITDAR is defined as the consolidated results for the Company’s retail, interactive and corporate overhead and other segments. To ensure the rigor of the Adjusted EBITDAR target for the 2024 STIP, the Compensation Committee reviewed a range of internal and external considerations, including the Company’s 2024 operating plan, projected market conditions, our long-term growth strategy, and analyst and shareholder expectations. Based on this analysis, in April 2024, the Compensation Committee approved threshold, target and maximum performance levels for Adjusted EBITDAR which reflected the Company’s approved operating plan for the year. The target performance level for Adjusted EBITDAR was consistent with our financial guidance, presented a similar degree of difficulty for achievement in comparison to the goals chosen in prior years and was deemed by the Compensation Committee to maintain the same level of rigor as in the prior year. Threshold and maximum performance hurdles were based on a range of sensitivities relative to the Company’s operating plan, with the maximum performance hurdle requiring a significant level of outperformance for the executive team to achieve. Full detail on the threshold, target, maximum and actual performance levels for the 2024 STIP metric are set forth below:

  67. 2024 STIP Awards

    | 2024 STIP Performance Metric | Threshold 50% of Target Payout | Target 100% of Target Payout | Maximum 200% of Target Payout | Achievement ($) | Achievement (% of Target) | Payout (% of Target) | | Adjusted EBITDAR | $1,236M | $1,454M | $1,672M | $1,292M | 89% | 63% |

  68. 2024 STIP Awards

    | PROXY STATEMENT - 2025 | 57 |

  69. 2024 STIP Awards (cont.)

    2024 STIP Awards (cont.) During the first quarter of 2025, the Compensation Committee certified the following Adjusted EBITDAR achievement level and associated STIP payouts for 2024 (the Board approved the CEO’s STIP award following the Compensation Committee’s recommendation):

  70. 2024 STIP Awards (cont.)

    | NAMED EXECUTIVE OFFICER | BASE SALARY | 2024 ANNUAL INCENTIVE OPPORTUNITY (% of Base Salary) | TARGET STIP OPPORTUNITY | PAYOUT (% of Target) | ACTUAL 2024 ANNUAL INCENTIVE PAYOUT | | Jay Snowden | $1,800,000 | 250% | $4,500,000 | 63% | $2,835,000 | | Felicia Hendrix | $900,000 | 125% | $1,125,000 | 63% | $708,750 | | Todd George | $1,000,000 | 125% | $1,250,000 | 63% | $787,500 | | Chris Rogers | $800,000 | 125% | $1,000,000 | 63% | $630,000 |

  71. Long-Term Incentive Program (“LTIP”)

    Long-Term Incentive Program (“LTIP”) We maintain a long-term incentive program (LTIP) for our executive officers to encourage an ownership mindset and incentivize long-term shareholder value creation. The long-term incentives are delivered through a combination of time- and performance-based equity awards, designed to drive progress toward our strategic and operational priorities, which are critical for our ability to create long-term shareholder value. Both performance- and time-based awards are tied to our stock price value and vest over three- and four-year periods, respectively, to incentivize executives to generate sustained value creation by successfully executing a range of strategic initiatives that advance our long-term growth priorities. For 2024, the Compensation Committee chose to deliver long-term incentive awards to NEOs (other than our CEO) in an equal mix in value of PSUs and stock options. To further strengthen accountability for the Company’s long-term financial performance and reflect the CEO’s greater impact on our overall performance results, the Compensation Committee increased the ratio of the CEO’s equity incentives allocated to PSUs from 50% to 75%, while reducing the ratio of stock options from 50% to 25%. In alignment with our shareholder preferences, the Compensation Committee also approved a three-year performance period starting with the 2024 PSUs, shifting from the three one-year performance periods used in the previous program design. Additionally, the Compensation Committee allocated 70% weighting to financial performance metrics, limiting operational metrics to 30% of target, compared to 100% weighting for operational metrics under the prior performance plans.

  72. Long-Term Incentive Program (“LTIP”)

    | 58 | PROXY STATEMENT - 2025 |

  73. 2024 LTIP Awards

    2024 LTIP Awards The Compensation Committee approved the following 2024 LTIP award targets for the NEOs (while the independent members of our Board approved our CEO’s LTIP award targets), which reflect market-based adjustments designed to better align our NEOs’ total target pay with the designed market positioning for each, and with the intent of maintaining the competitiveness of our executive compensation program and incentivizing long-term performance. The CEO’s 2024 target LTIP compensation opportunity was increased exclusively in the form of performance-based awards, as noted above, to recognize his critical role in establishing the strategic ESPN partnership, align his interests with those of our shareholders and incentivize the execution of the initiatives designed to unlock the full potential and value of our ESPN partnership and the launch of our stand-alone iCasino offering.

  74. 2024 LTIP Awards

    | NAMED EXECUTIVE OFFICER | 2024 TARGET LTIP AWARD VALUE | PSUs (TARGET AWARD VALUE) | STOCK OPTIONS (TARGET AWARD VALUE) | | Jay Snowden | $19,000,000 | $14,250,000 | $4,750,000 | | Felicia Hendrix | $3,600,000 | $1,800,000 | $1,800,000 | | Todd George | $4,000,000 | $2,000,000 | $2,000,000 | | Chris Rogers | $3,200,000 | $1,600,000 | $1,600,000 |

  75. 2024 LTIP Awards

    The above table reflects the target grant values of the annual incentives approved and awarded in 2024. These values differ from the grant values reflected in the Summary Compensation Table and the Grants of Plan-Based Awards Table. With the transition to a three-year performance period, at the beginning of 2024 the Compensation Committee approved two-year and one-year targets, respectively, for the outstanding 67% and 33% of the 2023 and 2022 PSU awards. As such, the PSU values reflected in this year’s tables below include 100% of the target value associated with 2024 PSUs, approximately 67% of the target value associated with 2023 PSUs value, and 33% of the target value associated with 2022 PSUs. In contrast, the above table reflects 100% of the target value of the PSUs awarded in 2024, and none of the value associated with the PSUs originally awarded in 2022 and 2023.

  76. 2024 Performance Stock Units (“PSUs”)

    2024 Performance Stock Units (“PSUs”) As noted above, in response to the input provided by our shareholders, the Compensation Committee approved the adoption of a three-year cumulative performance period and the introduction of financial performance metrics to our 2024 PSUs, weighted 70%, with the remaining 30% allocated to strategic operational metrics. These operational metrics, outlined below, were selected to incentivize key top- and bottom-line measures of our omnichannel growth strategy and long-term profitability, including (i) database growth, (ii) growth in both total and omnichannel players, and (iii) ESPN BET market share growth. The performance results will be measured at the end of the full three-year performance period. This design replaced our prior approach to the PSUs plan, which included three annual performance targets set for each year of a three-year performance cycle. In addition to the implementation of a single three-year performance period with updated weightings allocation for financial and operational metrics, the Compensation Committee changed the maximum potential payout under the 2024 PSU program from 150% to 200% of target for the non-CEO NEOs (and the independent members of our Board approved the same maximum payout change for our CEO) to align the incentive program design with market and peer group practices. The actual number of shares that will be delivered at the end of the three-year performance period ending on December 31, 2026, may range between 0% and 200% of the target number of shares awarded, depending on the Company’s performance over such time period against the goals set forth below, subject to each executive’s continued employment. If the performance falls between threshold or target or target and maximum, the number of shares earned will be determined using a linear interpolation.

  77. 2024 Performance Stock Units (“PSUs”)

    | PROXY STATEMENT - 2025 | 59 |

  78. 2024 PSUs (cont.)

    2024 PSUs (cont.)

  79. 2024 PSUs (cont.)

    | • | Financial metrics (70%): The Company’s financial performance hurdles under the long-term incentive program were comprised of both Retail Adjusted EBITDAR (50%) and Interactive Adjusted EBITDA (20%) to put a strong emphasis on the longer-term profitability of the Retail and Interactive divisions, the two core business sectors driving our growth strategy. The Compensation Committee set rigorous cumulative three-year targets, consistent with preferences of our shareholders. The performance targets reflected our long-term growth plan, the likelihood of achieving various levels of performance, market expectations and industry trends. The Committee considered the performance targets to require a significant level of effort to be achieved. |

  80. 2024 PSUs (cont.)

    | • | Operational metrics (30%): Designed to incentivize the growth of our customer database, to increase the number of omnichannel players who engage across multiple retail and digital channels, and to grow ESPN BET market share - all of which are critical measures of our omnichannel value creation strategy in support of revenue growth and Interactive profitability. The Compensation Committee set rigorous targets that align with internal projections regarding user acquisition, cross-channel sales and expansion of ESPN BET, and which require significant levels of growth to achieve. |

  81. 2024 PSUs (cont.)

    | 2024 Performance Stock Units Performance Metrics for 2024-2026(1) | | WEIGHTING | LINK TO STRATEGY | | FINANCIAL METRICS | Retail Adjusted EBITDAR | | 3-Year cumulative Retail Adjusted EBITDAR. This metric incentivizes effective operations of our Retail Segment, including revenue growth and cost efficiencies. | | | Interactive Adjusted EBITDA | | 3-Year cumulative Interactive Adjusted EBITDA. This metric focuses on initiatives designed to dive profitable growth and scaling of our Interactive Segment. | | OPERATIONAL METRICS | Database Growth | | 3-Year cumulative PENN Play database growth. This metric focuses on expanding our ecosystem to increase cross-sell opportunities. | | | Omnichannel Play | | Number of customers playing with PENN across multiple channels (e.g., retail, OSB, iCasino) as measured at the end of fiscal year 2026. This metric focuses on the effectiveness of our cross-sell strategies. | | | ESPN BET Market Share | | Market share attainment for ESPN BET across all operating jurisdictions, as measured at the end of fiscal year 2026. This metric incentivizes growth and scaling of our online sports betting vertical. |

  82. 2024 PSUs (cont.)

    | (1) The forward-looking performance hurdles are competitively sensitive and will be disclosed, along with achieved performance results, upon completion of the 2024-2026 performance period. |

  83. 2024 PSUs (cont.)

    | 60 | PROXY STATEMENT - 2025 |

  84. Stock Options

    Stock Options Stock options represented 25% and 50% of the annual long-term incentive opportunity awarded in 2024 for our CEO and other NEOs, respectively. Stock options vest 25% per year over four years, subject to continued employment (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”). Stock options are issued with an exercise price equal to the closing price of PENN common stock on the trading day immediately preceding the grant date, and have a maximum term of 10 years.

  85. Status of Outstanding PSU Awards

    Status of Outstanding PSU Awards In conjunction with the transition to a full three-year long-term performance cycle starting with 2024 PSUs, the Compensation Committee approved a cumulative two-year performance period for the 2024-2025 cycle associated with the unvested 2023 PSUs, and a one-year performance period for the 2024 cycle associated with the final unvested portion of 2022 PSUs. Performance goals for these awards were historically set annually at the start of each performance year. Consistent with our shareholder preferences, the Committee determined to apply the same 70% allocation to financial performance measures and 30% to strategic operational metrics to the unvested 2022 and 2023 PSUs, rather than relying exclusively on operational metrics. Since the ESPN BET market share metric was intended to be a full three-year performance metric, the Compensation Committee determined to allocate 15% weighting to each of the Database Growth and Omnichannel Players metrics within the operational performance component when setting performance targets for the unvested portions of the 2022 and 2023 PSUs. This weightings allocation applies to the 2024 performance period of the 2022 PSUs and 2024-2025 performance period under 2023 PSUs awards. The following table shows the status of the outstanding performance awards, in each case measured as of December 31, 2024.

  86. Status of Outstanding PSU Awards

    | AWARD | 2022 (% of target earned) | 2023 (% of target earned) | 2024 (% of target earned) | 2025 (% of target earned) | 2026 (% of target earned) | TOTAL PAYOUT (% of target)(1) | | 2022 PSUs | 100% (33%) | 108% (33%) | 83% (33%) | N/A | N/A | 97% | | 2023 PSUs | | 108% (33%) | 2-year performance period, results measured at the end of 2025, based on 2024-2025 performance (66%) | | N/A | | | 2024 PSUs | | | 3-year performance period, Results Measured at the end of 2026 based on 2024-2026 cumulative performance (100%) | | | |

  87. Status of Outstanding PSU Awards

    | (1) Percentages in table rounded to the nearest whole percentage. |

  88. Status of Outstanding PSU Awards

    Any earned portion of the 2022 and 2023 Performance Awards remains subject to forfeiture through the end of the full three-year service period. Such forfeiture restrictions lapse earlier in the event of termination of service due to death or disability, or a termination of service following a change in control of the Company. In addition, with respect to the 2022 and 2023 Performance Awards, such forfeiture restrictions will also lapse upon an involuntary termination of service or retirement.

  89. Status of Outstanding PSU Awards

    | PROXY STATEMENT - 2025 | 61 |

  90. 2024 Performance Results – Final Tranche of 2022 PSUs

    2024 Performance Results – Final Tranche of 2022 PSUs In early 2024, the Compensation Committee considered various performance metrics and approved the goals in the chart below for the 2024 fiscal performance period, which represents the third and final performance period of the 2022 Performance Awards. The performance hurdles were intended to be rigorous and required a stretch effort to achieve target performance levels. The Retail Adjusted EBITDAR and Interactive Adjusted EBITDA targets were consistent with our publicly disclosed financial guidance for the year. The Interactive Adjusted EBITDA performance hurdles accounted for our investments in the Interactive business, which is expected to generate positive returns as the business scales. Achieving the target performance under the Interactive Adjusted EBITDA target required rigorous cost management and aggressive revenue growth.

  91. 2024 Performance Results – Final Tranche of 2022 PSUs

    | (1) The attainment and payout levels are rounded to the nearest whole percentage. Actual weighted payout % of target was 82.9%. |

  92. 2024 Performance Results – Final Tranche of 2022 PSUs

    Based on the performance results achieved in 2024, the last tranche of the 2022 performance period was earned at 83% of target. The following table shows the PSUs achievement for the third and final performance period of the 2022 Performance Awards.

  93. 2024 Performance Results – Final Tranche of 2022 PSUs

    | NAME | TARGET 2022 PSUs – Third Tranche (# of PSUs) | PAYOUT (% of Target)(1) | EARNED 2022 PSUs – Third Tranche (# of PSUs) | | Jay Snowden | 38,443 | 83% | 31,856 | | Todd George | 6,696 | 83% | 5,549 | | Felicia Hendrix | 5,982 | 83% | 4,957 | | Chris Rogers | 5,647 | 83% | 4,679 |

  94. 2024 Performance Results – Final Tranche of 2022 PSUs

    | (1) Payout % of Target is rounded to the nearest whole percentage. |

  95. 2024 Performance Results – Final Tranche of 2022 PSUs

    | 62 | PROXY STATEMENT - 2025 |

  96. Fiscal 2025 PSU Plan Updates

    Fiscal 2025 PSU Plan Updates Starting in 2025, the weighting of the financial performance metrics for PSUs will be increased to 80% (from 70%), with the remaining 20% tied to key operational metrics. The Compensation Committee approved the increase in financial performance metrics based on shareholder feedback and to place a greater emphasis on long-term financial performance outcomes.

  97. Other Compensation Program Elements and Policies

    Other Compensation Program Elements and Policies Deferred Compensation. The Company does not maintain any defined benefit pension programs for its executives. The Company maintains an elective nonqualified deferred compensation plan (the “Deferred Compensation Plan”) for tax planning and retirement purposes for our executives. In 2024, the minimum annual deferrable amount was $3,000 and the maximum was 90% of the executive’s base annual salary and/or bonus. Deferral elections must be made before the beginning of the year in which compensation will be earned. The Company’s contributions under the plan in 2024 were equal to 50% of the participant’s deferral for the first 10% of the salary and/or bonus deferred, subject to a maximum annual Company contribution equal to 5% of the participant’s salary and/or bonus. All amounts credited to an executive’s account are invested, as directed by the executive, in commonly available mutual funds, and the Company does not guarantee any minimum returns. The plan is unfunded, and benefits are paid from the Company’s general assets; however, the Company currently contributes funds into a grantor trust on a monthly basis in respect of these deferred compensation obligations. Separately, the Company generally sets aside the amounts deferred by the executives and the matching contributions thereon and, to protect against excess liabilities, invests such amounts in the mutual funds notionally selected by each executive. This program is described in more detail beginning on page 67. The Compensation Committee believes that the Deferred Compensation Plan is necessary to attract and retain our executives and is consistent with competitive and industry practices. Benefits and Perquisites. We offer a set of benefits to all our employees, including medical, dental and vision insurance, group life insurance, short- and long-term disability and a 401(k) with certain contributions matched by us in 2024. We believe that executives should be offered benefits and perquisites that are reasonable relative to the benefits provided to all employees and that are consistent with competitive and industry practices among the Company’s peer group. Consistent with these objectives, the Company also provides certain executive officers with selected supplemental benefits and perquisites, including matching contributions under the Company’s Deferred Compensation Plan and financial and tax planning services. In addition, our CEO is entitled to life insurance in the amount of three times his base salary. He is also entitled to use of Company aircraft, which is important in ensuring safe and efficient travel to our gaming facilities located across a wide geographic area without regular commercial flight alternatives, and which is generally consistent with evolving personal security landscape and our gaming peer group practices that permit their chief executive officers to use the company’s aircrafts for personal use and commuting. In determining the supplemental benefits and perquisites that our executive officers are entitled to receive, the Compensation Committee evaluates the benefits and perquisites given by companies in the Company’s core gaming peer group. The description and value of such supplemental benefits and perquisites in 2024 can be found in the “All Other Compensation” column of the Summary Compensation Table in this Proxy Statement. Hedging and Pledging Policy. We maintain policies prohibiting each of the Company’s directors and employees (including executive officers) from engaging in hedging transactions (such as short sales, puts and calls and other derivatives), and pledging Company shares as collateral for a loan or holding shares in a margin account. Compensation Clawback Policy. As a highly regulated, multi-jurisdictional gaming operator, the Company has maintained a long- standing commitment to ensure that its executive officers adhere to the highest professional and ethical standards. The Company adopted its first Executive Incentive Compensation Recoupment Policy (“Clawback Policy”) on April 25, 2014, which was then subsequently amended on November 9 2022, and further amended on September 19, 2023, with the latter amendment designed to meet compliance requirements of Section 10D of the Exchange Act and Nasdaq Rules. To further align the policy with the market leading practices, on March 12, 2025, the Board further amended the Clawback Policy by expanding the policy to cover time-based incentives, in addition to the performance-based incentives. The Clawback Policy is administered by the Compensation Committee and requires the Company to recover from specified current and former executive officers, certain

  98. Other Compensation Program Elements and Policies (cont.)

    The CEO is authorized to set ownership requirements for other members of the senior management team as appropriate. As with the director stock ownership guidelines, the value of a named executive officer’s stock ownership at any time will be based on the aggregate value of common stock, restricted stock and stock settled restricted stock units held by such named executive officer. Each named executive officer is required to achieve compliance with these guidelines within five years of assuming his or her current position. Once in compliance with the stock ownership guidelines associated with their position, each named executive officer will remain in compliance with these guidelines regardless of decreases in the trading price of our shares or changes to their base salary until attainment of a position requiring a higher threshold, in which case the five-year compliance period starts again. Due to compression and volatility in the Company’s stock during fiscal year 2024, the Compensation Committee temporarily waived the five-year compliance deadline under the Company’s Stock Ownership Policy for Mr. George. Mr. George otherwise remains subject to the Stock Ownership Policy, and we anticipate that all other named executive officers will meet the required compliance deadlines. Timing of Equity-Based Awards. The Company adopted an Equity Based Award Policy, under which, for regular annual stock option awards to executive officers, the grant date will be the second trading day of the calendar year. Performance-based awards are typically made during the first quarter of each year when the Compensation Committee approves the performance goals for the year. From time to time, annual grants may be made on a later date in the year as a result of the timing of the determination of the awards and terms or other factors, such as performance metrics for a given year. In 2024, the annual Performance Awards were approved by the Compensation Committee on April 15, 2024, for the NEOs (other than the CEO) and on April 19, 2024, by the Board for the CEO. New hire equity-based awards granted outside of the regular annual pay program are made on the first trading day of the quarter following the award approval, and ad hoc equity-based awards are generally granted on the fifth business day following the date upon which the CEO approves such awards. All equity-based grants, whether granted on the second trading day of the calendar year or later in the year, are priced in accordance with the terms of the applicable equity compensation plans or performance-based equity programs, which require, among other things, that the exercise price of all stock options be established by reference to the closing price on the trading day immediately prior to the date of grant. The Compensation Committee neither grants equity awards in anticipation of the release of material nonpublic information, nor is the timing of filings of material nonpublic information based on equity award grant dates.

  99. 2024 Summary Compensation Table

    2024 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, 2024, 2023 and, 2022, respectively.

  100. 2024 Summary Compensation Table

    | EXECUTIVE NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS ($) | STOCK AWARDS ($) (a) | OPTION AWARDS ($) (a) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($) (b) | ALL OTHER COMPENSATION ($) (c) | TOTAL ($) | | Jay Snowden Chief Executive Officer and President | 2024 | 1,800,000 | — | 16,877,840 | 4,750,003 | 2,835,000 | 413,457 | 26,676,300 | | | 2023 | 1,800,000 | — | 3,388,480 | 5,564,999 | 4,365,000 | 423,826 | 15,542,305 | | | 2022 | 1,800,000 | — | 2,146,326 | 4,814,999 | 4,696,343 | 617,946 | 14,075,614 | | Felicia Hendrix Executive Vice President, Chief Financial Officer | 2024 | 898,077 | — | 2,450,090 | 1,800,008 | 708,750 | 106,829 | 5,963,754 | | | 2023 | 844,808 | — | 751,055 | 1,487,504 | 824,500 | 100,150 | 4,008,017 | | | 2022 | 712,500 | — | 405,381 | 857,987 | 746,197 | 91,433 | 2,813,498 | | Todd George Executive Vice President, Operations | 2024 | 998,077 | — | 2,726,742 | 1,999,992 | 787,500 | 103,275 | 6,615,586 | | | 2023 | 948,077 | — | 839,580 | 1,662,504 | 929,417 | 100,196 | 4,479,774 | | | 2022 | 854,962 | — | 914,511 | 960,475 | 923,853 | 108,325 | 3,762,126 | | Chris Rogers Executive Vice President, Chief Strategy & Legal Officer and Secretary | 2024 | 797,115 | — | 2,016,108 | 1,600,007 | 630,000 | 95,918 | 5,139,148 | | | 2023 | 723,079 | — | 526,479 | 869,992 | 703,250 | 91,979 | 2,914,779 | | | 2022 | 671,202 | — | 464,331 | 810,051 | 704,504 | 89,843 | 2,739,931 |

  101. 2024 Summary Compensation Table

    | (a) Amounts set forth in the Stock Awards and Option Awards columns represent the aggregate grant date fair value of awards granted in each year as computed in accordance with ASC 718, disregarding estimates of forfeitures related to service- based vesting conditions. Performance Award values are based upon their probable outcome of the performance condition as of the grant date. For compensation purposes, Performance Awards are not considered granted until such time that the performance goals are established. For additional information about the assumptions used in these calculations, see (i) footnote (a) in the Grants of Plan Based Awards Table below, and (ii) Notes 2 and 15 to our audited consolidated financial statements included in our 2024 Annual Report. Higher stock award values reported for 2024 reflect in part a shift from a one-year to a full three-year performance period starting with 2024 performance-based restricted stock unit awards. Stock award values reported for 2024 include the full three-year target grant date fair value of 2024 performance-based restricted stock units, in addition to 2023 performance-based restricted stock units associated with the two-year 2024-2025 performance period and 2022 performance-based restricted stock units associated with the one-year 2024 performance period, for which performance goals were set in 2024. In accordance with SEC disclosure rules, portions of these previously issued 2022 and 2023 performance-based restricted stock units, covering the 2024 and 2025 performance periods, could not be included in the executive compensation tables until all applicable performance targets were approved. At the time of grant, the performance targets for the 2022 and 2023 performance-based awards were set annually for 33% of each year’s overall targeted award, so only the 33% portion of each year’s overall targeted PSU awards could be included in the proxy tables for the year in which the goals were established. |

  102. 2024 Summary Compensation Table

    | The amounts presented in the Stock Awards column for each named executive officer during 2024 include the grant date fair value of their awards as follows: |

  103. 2024 Summary Compensation Table

    Mr. Snowden : (i) last one-third of the 2022 performance-based restricted stock unit award ($620,470) at target and ($930,705) at stretch; (ii) remaining two-thirds of the 2023 performance-based restricted stock unit award ($2,007,364) at target and ($3,011,046 at stretch; and (iii) the 2024 performance-based restricted stock unit award ($14,250,006) at target and ($28,500,012) at stretch. Ms. Hendrix : (i) last one-third of the 2022 performance-based restricted stock unit award ($99,899) at target and ($149,849) at stretch; (ii) remaining two-thirds of the 2023 performance-based restricted stock unit award ($550,198) at target and ($825,297) at stretch; and (iii) the 2024 performance-based restricted stock unit award ($1,799,993) at target ($3,599,986) at stretch. Mr. George: (i) last one-third of the 2022 performance-based restricted stock unit award ($111,823) at target and ($167,735) at stretch; (ii) remaining two-thirds of the 2023 performance-based restricted stock unit award ($614,927) at target and ($922,391) at stretch; and (iii) the 2024 performance-based restricted stock unit award ($1,999,992) at target and ($3,999,984) at stretch. Mr. Rogers : (i) last one-third of the 2022 performance-based restricted stock unit award ($94,305) at target and ($141,458) at stretch; (ii) remaining two-thirds of the 2023 performance-based restricted stock unit award ($321,809) at target and ($482,714) at stretch; and (iii) the 2024 performance-based restricted stock unit award ($1,599,994) at target and ($3,199,988) at stretch.

  104. 2024 Summary Compensation Table

    | (b) The amounts reflect cash payments for 2024 pursuant to the Company’s annual short-term incentive plan, which provided for the payment of incentive compensation upon the Company’s achievement of pre-established performance goals. A discussion of our annual short-term incentive plan may be found in our CD&A under “Annual Short-Term Incentive Plan.” |

  105. 2024 Summary Compensation Table

    | (c) For Mr. Snowden, All Other Compensation in 2024 consisted of: (i) $308,250 in Company matching contributions under the Company’s Deferred Compensation Plan (“DCP”); (ii) $8,551 in Company paid insurance premiums; (iii) $28,551 in tax and financial planning; (iv) $6,900 in matching 401(k) contributions; and (v) $61,205 representing aggregate incremental cost for use of the Company’s aircraft which is based on variable costs of operating the aircraft including fuel costs, landing costs and repairs and maintenance. |

  106. 2024 Summary Compensation Table

    For Ms. Hendrix, All Other Compensation in 2024 consisted of: (i) $85,929 in Company matching contributions under the DCP; (ii) $14,000 in tax and financial planning; and (iii) $6,900 in matching 401 (k) contributions. For Mr. George, All Other Compensation in 2024 consisted of: (i) $96,375 in Company matching contributions under the DCP; and (ii) $6,900 in matching 401(k) contributions. For Mr. Rogers, All Other Compensation in 2024 consisted of: (i) $75,018 in Company matching contributions under the DCP; (ii) $14,000 in tax and financial planning; and (iii) $6,900 in matching 401(k) contributions.

  107. 2024 Summary Compensation Table

    | PROXY STATEMENT - 2025 | 65 |

  108. 2024 Summary Compensation Table (cont.)

    2024 Summary Compensation Table (cont.)

  109. 2024 Summary Compensation Table (cont.)

    | PERFORMANCE AWARD COMPENSATION DISCLOSED FOR 2024 | | | | | | | YEAR | DISCLOSED VS. DESIGN | 2022 | 2023 | 2024 | 2025 | | 2024 Performance Award | Plan Design Value | — | — | 100% | — | | | Value Disclosed in Summary Compensation Table | — | — | 100% | — | | 2023 Performance Award | Plan Design Value | — | 100% | — | — | | | Value Disclosed in Summary Compensation Table | — | 33% | 67% | — | | 2022 Performance Award | Plan Design Value | 100% | — | — | — | | | Value Disclosed in Summary Compensation Table | 33% | 33% | 33% | — |

  110. 2024 Summary Compensation Table (cont.)

    The grant date fair value assuming the maximum level of performance achieved under performance awards for the 2024 performance period are as follows: (i) $5,082,720 for Mr. Snowden; (ii) $1,126,583 for Ms. Hendrix; (iii) $1,259,370 for Mr. George; and (iv) $789,719 for Mr. Rogers.

  111. 2024 Grants of Plan Based Awards

    2024 Grants of Plan Based Awards

  112. 2024 Grants of Plan Based Awards

    | NAME | GRANT DATE (a) | AWARD DATE (a) | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS ($) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS (#) | | | ALL OTHER STOCK AWARDS (#) | ALL OTHER OPTION AWARDS (#) (b) | EXERCISE PRICE OF OPTION AWARDS ($/SHARE) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($)(c) | | | | | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | | | Jay Snowden | — | — | 2,250,000 | 4,500,000 | 9,000,000 | — | — | — | — | — | — | — | | | 1/3/2024 | — | — | — | — | — | — | — | — | 281,864 | 25.95 | 4,750,003 | | | 4/19/2024(d) | 3/9/2022 | — | — | — | 19,222 | 38,443 | 57,665 | — | — | — | 620,470 | | | 4/19/2024(e) | 3/8/2023 | — | — | — | 62,186 | 124,372 | 186,558 | — | — | — | 2,007,364 | | | 4/19/2024(f) | 4/19/2024 | — | — | — | 441,450 | 882,900 | 1,765,800 | — | — | — | 14,250,006 | | Felicia Hendrix | — | — | 703,125 | 1,125,000 | 2,812,500 | — | — | — | — | — | — | — | | | 1/3/2024 | — | — | — | — | — | — | — | — | 106,812 | 25.95 | 1,800,008 | | | 4/15/2024(d) | 2/15/2022 | — | — | — | 2,991 | 5,982 | 8,973 | — | — | — | 99,899 | | | 4/15/2024(e) | 2/28/2023 | — | — | — | 16,473 | 32,946 | 49,419 | — | — | — | 550,198 | | | 4/15/2024(f) | 4/15/2024 | — | — | — | 53,892 | 107,784 | 215,568 | — | — | — | 1,799,993 | | Todd George | — | — | 781,250 | 1,250,000 | 3,125,000 | — | — | — | — | — | — | — | | | 1/3/2024 | — | — | — | — | — | — | — | — | 118,679 | 25.95 | 1,999,992 | | | 4/15/2024(d) | 2/15/2022 | — | — | — | 3,348 | 6,696 | 10,044 | — | — | — | 111,823 | | | 4/15/2024(e) | 2/28/2023 | — | — | — | 18,411 | 36,822 | 55,233 | — | — | — | 614,927 | | | 4/15/2024(f) | 4/15/2024 | — | — | — | 59,880 | 119,760 | 239,520 | — | — | — | 1,999,992 | | Chris Rogers | — | — | 625,000 | 1,000,000 | 2,500,000 | — | — | — | — | — | — | — | | | 1/3/2024 | — | — | — | — | — | — | — | — | 94,944 | 25.95 | 1,600,007 | | | 4/15/2024(d) | 2/15/2022 | — | — | — | 2,824 | 5,647 | 8,471 | — | — | — | 94,305 | | | 4/15/2024(e) | 2/28/2023 | — | — | — | 9,635 | 19,270 | 28,905 | — | — | — | 321,809 | | | 4/15/2024(f) | 4/15/2024 | — | — | — | 47,904 | 95,808 | 191,616 | — | — | — | 1,599,994 |

  113. 2024 Grants of Plan Based Awards

    | (a) The grant date shown in the table was determined pursuant to ASC 718, which is the date our Compensation Committee (or our Board for the CEO) established the performance criteria for the first one-third of the 2024 Performance Awards, the remaining two-thirds of the 2023 Performance Awards and the final one-third of the 2022 Performance Awards. The award date shown above represents the date on which our Compensation Committee (or our Board for the CEO) awarded the target number of Performance Awards to the named executive officers when the date differs from the grant date. |

  114. 2024 Grants of Plan Based Awards

    | (b) Option awards represent stock options granted to the executives as part of their annual equity incentive compensation. The option awards vest over four years, 25% on the first anniversary of the date of grant and 25% on each succeeding anniversary. |

  115. 2024 Grants of Plan Based Awards

    | (c) Higher stock award values reported for 2024 reflect in part a shift from a one-year to a full three-year performance period starting with 2024 performance-based restricted stock unit awards. Represents the full grant date fair value of awards under ASC 718. Generally, the full grant date fair value is the amount the Company expenses in its financial statements over the award’s vesting period. Assumptions used in the calculation of the amounts for stock option awards and performance awards are included in Notes 2 and 15 to the Company’s audited financial statements in our 2024 Annual Report. |

  116. 2024 Grants of Plan Based Awards

    | (d) Equity incentive awards represent performance-based restricted stock units approved on March 9, 2022 for Mr. Snowden and February 15, 2022 for the other named executive officers in connection with the Company’s 2022 performance-based equity program. The aggregate target number of restricted stock units having a three-year award period consisting of three one-year performance periods and a three-year service period were: (i) 115,329 for Mr. Snowden; (ii) 17,946 for Ms. Hendrix; (iii) 20,090 for Mr. George; and (iv) 16,943 for Mr. Rogers. |

  117. 2024 Grants of Plan Based Awards

    | (e) Equity incentive awards represent performance-based restricted stock units approved on March 8, 2023 for Mr. Snowden and February 28, 2023 for the other named executive officers in connection with the Company’s 2023 performance-based equity program. The aggregate target number of restricted stock units having a three-year award period consisting of one- one-year performance period and one two-year performance period and a three-year service period were: (i) 186,557 for Mr. Snowden; (ii) 49,419 for Ms. Hendrix; (iii) 55,233 for Mr. George; and (iv) 28,904 for Mr. Rogers. |

  118. 2024 Grants of Plan Based Awards

    | (f) Equity incentive awards represent performance-based restricted stock units approved on April 19, 2024 for Mr. Snowden and April 15, 2024 for the other named executive officers in connection with the Company’s 2024 performance-based equity program. The aggregate target number of restricted stock units having a three-year performance period and a three-year service period were: (i) 882,900 for Mr. Snowden; (ii) 107,784 for Ms. Hendrix; (iii) 119,760 for Mr. George; and (iv) 95,808 for Mr. Rogers. |

  119. 2024 Grants of Plan Based Awards

    | 66 | PROXY STATEMENT - 2025 |

  120. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End

  121. Outstanding Equity Awards at Fiscal Year End

    | NAME | OPTION AWARDS | | | | STOCK AWARDS(a) | | | | | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS: | | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS HELD THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS HELD THAT HAVE NOT VESTED ($) (k) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) | | | EXERCISABLE (#) | UNEXERCISABLE (#) | | | | | | | | Jay Snowden | 105,769 | — | 30.74 | 1/3/2025 | 115,329(g) | 2,285,821 | — | — | | | 156,203 | — | 19.45 | 1/3/2029 | 62,185(h) | 1,232,507 | 124,372(j) | 2,465,053 | | | 1,032,706 | — | 18.81 | 8/6/2029 | — | — | 882,900(j) | 17,499,078 | | | 67,230 | 22,409(b) | 80.89 | 1/5/2031 | — | — | 300,000(k) | 5,946,000 | | | 79,704 | 79,704(c) | 50.64 | 1/4/2032 | — | — | 600,000(l) | 11,892,000 | | | 74,141 | 222,425(d) | 29.27 | 1/4/2033 | — | — | — | — | | | — | 281,864(e) | 25.95 | 1/3/2034 | | | | | | Felicia Hendrix | 8,773 | 2,924(f) | 117.82 | 2/23/2031 | 17,946(g) | 355,690 | — | — | | | 14,202 | 14,203(c) | 50.64 | 1/4/2032 | 16,473(h) | 326,495 | 32,946(j) | 652,990 | | | 19,817 | 59,454(d) | 29.27 | 1/4/2033 | — | — | 107,784(j) | 2,136,279 | | | — | 106,812(e) | 25.95 | 1/3/2034 | — | — | — | — | | Todd George | 13,360 | — | 30.74 | 1/3/2025 | 20,090(g) | 398,184 | — | — | | | 25,404 | — | 19.45 | 1/3/2029 | 18,411(h) | 364,906 | 36,822(j) | 729,812 | | | 61,061 | — | 26.14 | 1/3/2030 | — | — | 119,760(j) | 2,373,643 | | | 14,442 | 4,814(b) | 80.89 | 1/5/2031 | — | — | — | — | | | 15,899 | 15,899(c) | 50.64 | 1/4/2032 | — | — | — | — | | | 22,149 | 66,448(d) | 29.27 | 1/4/2033 | — | — | — | — | | | — | 118,679(e) | 25.95 | 1/3/2034 | — | — | — | — | | Chris Rogers | 3,584 | — | 30.74 | 1/3/2025 | 16,943(g) | 335,810 | — | — | | | 24,290 | — | 19.45 | 1/3/2029 | 9,634(h) | 190,946 | 19,270(j) | 381,931 | | | 23,485 | — | 26.14 | 1/3/2030 | — | — | 95,808(j) | 1,898,915 | | | 11,454 | 3,818(b) | 80.89 | 1/5/2031 | — | — | — | — | | | 13,409 | 13,409(c) | 50.64 | 1/4/2032 | — | — | — | — | | | 11,590 | 34,773(d) | 29.27 | 1/4/2033 | — | — | — | — | | | — | 94,944(e) | 25.95 | 1/3/2034 | — | — | — | — |

  122. Outstanding Equity Awards at Fiscal Year End

    | (a) Consists of performance awards granted under the 2018 and 2022 Long Term Incentive Compensation Plans with a market value calculated based on the Company’s closing stock price on December 31, 2024 of $19.82. |

  123. Outstanding Equity Awards at Fiscal Year End

    | (b) Vesting date: January 5, 2025. |

  124. Outstanding Equity Awards at Fiscal Year End

    | (c) Vesting dates: January 4, 2025 and January 4, 2026. |

  125. Outstanding Equity Awards at Fiscal Year End

    | (d) Vesting dates: January 4, 2025, January 4, 2026, and January 4, 2027. |

  126. Outstanding Equity Awards at Fiscal Year End

    | (e) Vesting dates: January 3, 2025, January 3, 2026, January 3, 2027, and January 3, 2028. |

  127. Outstanding Equity Awards at Fiscal Year End

    | (f) Vesting date: February 23, 2025. |

  128. Outstanding Equity Awards at Fiscal Year End

    | (g) The vesting date shall be in the first quarter of 2025 following the certification of performance by the Compensation Committee or the Board of Directors, as applicable. Per instructions to Item 402(f)(2), since performance goals exceed the threshold, the disclosure reports the next higher performance measure. |

  129. Outstanding Equity Awards at Fiscal Year End

    | (h) The vesting date shall be in the first quarter of 2026 following the certification of performance by the Compensation Committee or the Board of Directors, as applicable. Per instructions to Item 402(f)(2), since performance goals exceed the threshold, the disclosure reports the next higher performance measure. |

  130. Outstanding Equity Awards at Fiscal Year End

    | (i) The vesting date shall be in the first quarter of 2027 following the certification of performance by the Compensation Committee or the Board of Directors, as applicable. Per instructions to Item 402(f)(2), since performance goals exceed the threshold, the disclosure reports the next higher performance measure. |

  131. Outstanding Equity Awards at Fiscal Year End

    | (j) Represents the target number of performance-based restricted stock units for the performance periods ending December 31, 2025, December 31, 2026, and December 31, 2027. The final number of shares or units earned, if any, will be based on the performance achieved for such periods. |

  132. Outstanding Equity Awards at Fiscal Year End

    | (k) Consists of the 2021 CEO performance based supplemental equity award that can be earned based on the achievement of stock price performance hurdles during a performance period ending on December 31, 2025, with additional service-based vesting requirements for any earned shares through December 31, 2028. |

  133. Outstanding Equity Awards at Fiscal Year End

    | (l) Consists of the 2021 CEO performance based supplemental equity award that can be earned based on the achievement of relative TSR performance during the performance periods ending on December 31, 2026 and December 31, 2027, with additional service-based vesting requirements for any earned shares through December 31, 2028 and December 31, 2029 respectively. This supplemental equity award will be forfeited in full at the end of the performance period, ending on December 31, 2025 if none of the performance conditions based on the achievement of performance price hurdles are met, as described under footnote (k). |

  134. Outstanding Equity Awards at Fiscal Year End

    | PROXY STATEMENT - 2025 | 67 |

  135. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested

  136. 2024 Option Exercises and Stock Vested

    | | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#)(a) | VALUE REALIZED ON EXERCISE ($) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | 2024 VALUE REALIZED ON VESTING ($) (b) | | Jay Snowden | — | — | 46,376 | 869,086 | | Felica Hendrix | — | — | 8,932 | 160,776 | | Todd George | 5,375 | 63,694 | 9,963 | 179,334 | | Chris Rogers | 7,074 | 78,751 | 7,902 | 142,236 |

  137. 2024 Option Exercises and Stock Vested

    | (a) The number of shares acquired on exercise includes 5,375 cash settled SARs for Mr. George. |

  138. 2024 Option Exercises and Stock Vested

    | (b) Value realized represents fair value, per share, as of the trading day immediately prior to the vesting date. |

  139. 2024 Nonqualified Deferred Compensation

    2024 Nonqualified Deferred Compensation

  140. 2024 Nonqualified Deferred Compensation

    | NAME | EXECUTIVE CONTRIBUTIONS IN LAST FISCAL YEAR ($) (a) | COMPANY CONTRIBUTIONS IN LAST FISCAL YEAR ($) (b) | AGGREGATE EARNINGS IN LAST FISCAL YEAR ($) (c) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($) (d) | AGGREGATE BALANCE AT LAST FISCAL YEAR END ($) (e) | | Jay Snowden | 616,500 | 308,250 | 803,855 | 7,460 | 7,787,397 | | Felicia Hendrix | 172,258 | 85,929 | 173,741 | 2,469 | 1,073,370 | | Todd George | 478,440 | 96,375 | 750,511 | 2,323 | 5,630,783 | | Chris Rogers | 203,957 | 75,018 | 164,481 | 1,801 | 1,780,105 |

  141. 2024 Nonqualified Deferred Compensation

    | (a) Each executive’s contribution is included in the executive’s Salary column for 2024, as reported in the Summary Compensation Table. |

  142. 2024 Nonqualified Deferred Compensation

    | (b) For each executive, the Company’s contribution is included in the executive’s All Other Compensation column for 2024, as reported in the Summary Compensation Table. |

  143. 2024 Nonqualified Deferred Compensation

    | (c) Amounts reflect the change in account value during fiscal year 2024. No amounts are reported in the Summary Compensation Table because the earnings were not above market or preferential. |

  144. 2024 Nonqualified Deferred Compensation

    | (d) Reduction in account balance due to FICA tax owed on 2024 vested company match. |

  145. 2024 Nonqualified Deferred Compensation

    | (e) The amount of each executive’s aggregate balance at fiscal year-end that was reported as compensation in the Summary Compensation Table for previous years is as follows: (i) Jay Snowden: $1,840,926; (ii) Felicia Hendrix: $274,854; (iii) Todd George: $323,214; (iv) Chris Rogers: $223,082. |

  146. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following tables describe and quantify the compensation that would become payable in the event of a termination of a named executive officer’s employment under several different circumstances or a change in control. The amounts shown are estimates of amounts that would be paid to the named executive officers assuming that such termination or change in control was effective as of December 31, 2024, and include amounts earned through such time and are based (where applicable) on the closing price of the Company’s common stock on such date, which was $19.82 per share. Therefore, the tables below are merely illustrative examples of the impact of a hypothetical termination of employment or change in control. The actual amounts to be paid can only be determined at the time of such named executive officer’s separation from the Company and/or change in control. For a description of the severance and change in control provisions giving rise to the payments set forth below in the Company’s plans and individual agreements, see the summary of executive employment agreement provisions following the post-employment payments tables. In establishing the appropriate payment and benefit levels, the Company evaluates the practices and levels set by companies in its peer group.

  147. Potential Payments Upon Termination or Change in Control

    | PROXY STATEMENT - 2025 | 69 |

  148. CEO Pay Ratio

    CEO Pay Ratio Pursuant to SEC rules, we are required to disclose in this Proxy Statement the ratio of the annual total compensation of Mr. Snowden, our Chief Executive Officer and President, to the median of the annual total compensation of all of our employees (excluding Mr. Snowden). For purposes of calculating the CEO pay ratio, we used the annual total compensation for our CEO as reported for 2024 in the Summary Compensation Table ($26,676,300), and the median of the 2024 annual total compensation of all of our employees, excluding Mr. Snowden ($36,322.62), with the ratio of these amounts being 734 to 1. The Company believes that the foregoing ratio is a reasonable estimate determined in accordance with SEC rules. Under the SEC rules, companies may identify the median annual total compensation using a wide variety of methods including reasonable assumptions and estimations. It is therefore difficult to compare our ratio to the ratio of other companies. We identified our median employee using payroll compensation consistent with what is reported on each employee’s W-2, Box 1 or equivalent taxable wages as of October 31, 2024 for all individuals, excluding our Chief Executive Officer and President, who were employed by us on such date. We measured total annual compensation based on all pay periods between November 1, 2023 and October 31, 2024. We did not make any assumptions or estimates with respect to total annual compensation. As of October 31, 2024, we had a total of 22,734 employees, excluding our Chief Executive Officer. We did not exclude any of our non-U.S. employees from this determination. We selected the median employee from that group for purposes of preparing the ratio of Chief Executive Officer pay to median employee pay. We then calculated the compensation for our median employee based upon the same components of compensation used to determine Mr. Snowden’s pay for purposes of Summary Compensation Table disclosure.

  149. CEO Pay Ratio

    | 74 | PROXY STATEMENT - 2025 |

  150. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company’s aligns executive compensation with the Company’s performance, refer to “Executive Compensation—Compensation Discussion and Analysis” on page 47.

  151. Pay Versus Performance

    | | | | | | VALUE OF INITIAL $100 INVESTMENT BASED ON: | | | | | FISCAL YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO(1) | COMPENSATION ACTUALLY PAID TO PEO(2) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS(3) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS(4) | TOTAL SHAREHOLDER RETURN(5) | PEER GROUP TOTAL SHAREHOLDER RETURN(6) | NET INCOME ($M)(7) | ADJUSTED EBITDAR ($M)(8) | | 2024 | $26,676,300 | $13,213,672 | $5,906,163 | $3,034,477 | $77.54 | $102.89 | ($313.30) | $1,292.3 | | 2023 | $15,542,305 | $10,187,197 | $3,800,856 | $3,866,865 | $101.80 | $106.92 | ($491.40) | $1,512.6 | | 2022 | $14,075,614 | ($10,073,072) | $3,105,185 | $1,412,413 | $116.20 | $84.96 | $221.70 | $1,939.4 | | 2021 | $65,887,214 | $7,961,396 | $3,440,477 | $2,027,447 | $202.86 | $113.53 | $420.50 | $1,994.4 | | 2020 | $3,898,655 | $75,499,569 | $3,232,591 | $13,492,467 | $337.91 | $115.20 | ($669.10) | $1,094.8 |

  152. Pay Versus Performance

    | 1 | The dollar amounts reported are the amounts of total compensation reported for Mr. Snowden (our Principal Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Compensation Tables and Arrangements—2024 Summary Compensation Table.” |

  153. Pay Versus Performance

    | 2 | The dollar amounts reported represent the amount of “compensation actually paid” to Mr. Snowden, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Snowden during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the below “Compensation Actually Paid Calculation” table displays the adjustments made to Mr. Snowden’s total compensation for each year to determine the compensation actually paid. |

  154. Pay Versus Performance

    | 3 | The dollar amounts reported represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Snowden) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Snowden) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, 2023 and 2024, Felicia Hendrix, Todd George and Chris Rogers; (ii) for 2021, Felicia Hendrix, Todd George and Harper Ko; and (iii) for 2020, David Williams, William J. Fair and Carl Sottosanti. |

  155. Pay Versus Performance

    | 4 | The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Snowden), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Snowden) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the below “Compensation Actually Paid Calculation” table displays the adjustments made to average total compensation for the NEOs as a group (excluding Mr. Snowden) for each year to determine the average compensation actually paid to the NEOs as a group (excluding Mr. Snowden). |

  156. Pay Versus Performance

    | 5 | Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |

  157. Pay Versus Performance

    | 6 | Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: Russell 3000 Casino and Gambling Index. |

  158. Pay Versus Performance

    | 7 | The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year. |

  159. Pay Versus Performance

    | 8 | The Company believes Adjusted EBITDAR is the financial performance measure most closely linked to the calculation of compensation actually paid. Adjusted EBITDAR 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 Appendix B to this Proxy Statement entitled “Reconciliation of GAAP to Non-GAAP Financial Measures.” |

  160. Pay Versus Performance

    | PROXY STATEMENT - 2025 | 75 |

  161. Compensation Actually Paid Calculation

    Compensation Actually Paid Calculation

  162. Compensation Actually Paid Calculation

    | | PEO | | | | | NEO AVERAGE | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | 2024 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total | $26,676,300 | $15,542,305 | $14,075,614 | $65,887,214 | $3,898,655 | $5,906,163 | $3,800,856 | $3,105,185 | $3,440,477 | $3,232,591 | | Less: Reported Fair Value of Equity Awards(a) | $21,627,843 | $8,953,479 | $6,961,325 | $57,104,584 | $2,431,391 | $4,197,649 | $2,045,705 | $1,470,912 | $1,645,208 | $1,699,259 | | Add: Year End Fair Value of Equity Awards(b) | $15,717,740 | $9,604,572 | $5,919,253 | $22,335,085 | $3,668,075 | $2,577,342 | $2,302,218 | $1,016,402 | $1,231,271 | $5,549,713 | | Add: Change in Fair Value of Outstanding and Unvested Equity Awards(b) | ($7,005,536) | ($4,077,352) | ($18,419,902) | ($20,839,582) | $64,271,366 | ($1,133,519) | ($271,763) | ($1,066,153) | ($1,020,003) | $6,437,966 | | Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year(b) | — | — | — | — | — | — | — | — | — | — | | Add: Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year(b) | ($546,988) | ($1,928,849) | ($4,686,713) | ($2,316,737) | $6,092,864 | ($117,859) | $81,259 | ($172,109) | $20,909 | ($28,544) | | Less: Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year(b) | — | — | — | — | — | — | — | — | — | — | | Add: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation(b) | — | — | — | — | — | — | — | — | — | — | | Compensation Actually Paid(c) | $13,213,672 | $10,187,197 | ($10,073,072) | $7,961,396 | $75,499,569 | $3,034,477 | $3,866,865 | $1,412,413 | $2,027,447 | $13,492,467 |

  163. Compensation Actually Paid Calculation

    | (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. |

  164. Compensation Actually Paid Calculation

    | (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; and (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |

  165. Compensation Actually Paid Calculation

    | (c) The Company does not maintain any defined benefit pension programs for its executives. |

  166. Compensation Actually Paid Calculation

    | 76 | PROXY STATEMENT - 2025 |

  167. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table While the Company utilizes several non-financial performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

  168. Analysis of the Information Presented in the Pay versus Performance Table

    | PROXY STATEMENT - 2025 | 77 |

  169. Description of Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Company TSR

    Description of Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Company TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and cumulative TSR of the Company and the peer group (the Russell 3000 Casino & Gambling Index) over the five most recently completed fiscal years.

  170. Description of Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Company TSR

    | 78 | PROXY STATEMENT - 2025 |

  171. Description of Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Net Income

    Description of Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid (CAP) to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the five most recently completed fiscal years. While the Company does not use net income as a performance measure in the overall executive compensation program, the measure of net income is correlated with the measure Adjusted EBITDAR, which the Company does use when setting goals in the Company’s STIP and LTIP.

  172. Description of Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Net Income

    | PROXY STATEMENT - 2025 | 79 |

  173. Description of Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Adjusted EBITDAR

    Description of Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Adjusted EBITDAR The following chart sets forth the relationship between Compensation Actually Paid (CAP) to our PEO, the average of Compensation Actually Paid to our non-PEO NEOs, and our Adjusted EBITDAR during the five most recently completed fiscal years. While the Company uses numerous measures, both financial and non-financial, for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted EBITDAR is the most important financial performance measure used to link the Company’s financial performance to compensation actually paid to the Company’s NEOs for the most recently completed fiscal year.

  174. Description of Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid and Adjusted EBITDAR

    | 80 | PROXY STATEMENT - 2025 |