DEF 14A of Gaming & Leisure Properties, Inc.
Filed Apr 29, 2025 · FY20240001193125-25-101728
PROPOSAL 1 – ELECTION OF DIRECTORS
PROPOSAL 1 – ELECTION OF DIRECTORS At our Annual Meeting, shareholders will be asked to elect seven (7) directors to hold office until our 2026 Annual Meeting of Shareholders. The nominees were recommended and approved for nomination by our Nominating and Corporate Governance Committee. Elected directors will serve until their successors have been duly elected and qualified or until such director’s earlier resignation or removal. Proxies cannot be voted for a greater number of persons than the number of nominees named. If you sign and return the accompanying proxy, your shares will be voted for the election of each nominee in accordance with your instructions or, if no instructions are provided, then your shares will be voted as recommended by our Board of Directors. If any of the nominees for any reason are unable or unwilling to serve, the proxies may be voted for such substitute nominees as the proxy holder may determine. We are not aware of any reason that any of the nominees will be unable to serve as a director. Peter M. Carlino, Debra Martin Chase, Carol “Lili” Lynton, Joseph W. Marshall, III, James B. Perry, Earl C. Shanks and E. Scott Urdang have been nominated for election to our Board of Directors to serve for a term through the 2026 Annual Meeting of Shareholders. REQUIRED VOTE The Company’s Articles of Incorporation provide for a majority voting standard with a resignation policy. Under a majority voting standard, once a quorum has been established, in an uncontested director election, a candidate must receive the affirmative vote of a majority of the votes cast with respect to the election of that candidate. Abstentions and broker non-votes will not be considered votes cast on any candidate’s election. The resignation policy set forth in our Corporate Governance Guidelines requires any director nominee who fails to receive the requisite majority vote to promptly, following certification of the shareholder vote, tender his or her resignation from the Board and all committees upon which he or she serves. Our Board will then assess the appropriateness of such nominee continuing to serve as a director and decide whether to accept or reject the resignation, or whether other action should be taken. The policy further provides that any director who tenders his or her resignation shall not participate in the Board action regarding whether to accept the resignation offer. Our Board will act upon the tendered resignation and publicly disclose its decision and rationale within ninety (90) days following certification of the shareholder vote. In a contested director election, a plurality voting standard will apply. Under the plurality voting standard, each of the nominees receiving the highest number of affirmative votes of the shares entitled to be voted for him or her will be elected. The election of directors at the Annual Meeting is uncontested and the majority voting standard will determine the directors that will serve until the 2026 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified. Brokers are not permitted to vote your shares for the election of directors absent instruction from you. Therefore, we urge you to give voting instructions to your broker on the proposal so that your votes may be counted on this important matter. OUR DIRECTORS Our directors serve subject to the requirements of our charter and bylaws, including the requirement that directors not be “unsuitable persons,” within the meaning of our charter (“Unsuitable Person(s)”). In addition, certain jurisdictions in which we own properties require, either by statute or discretion of the applicable gaming or racing regulatory authority, our directors to acquire and maintain gaming licenses. Licenses typically require a determination from the applicable gaming or racing regulatory authority that the applicant qualifies or is suitable to hold such a license. Our charter requires that our directors maintain all required licenses. If one of our directors were to be determined to be an Unsuitable Person by virtue of failure to obtain or maintain such a license or otherwise, he or she would be subject to removal for cause by affirmative vote of the remaining members of our Board of Directors or by shareholders with an affirmative vote of 75% of the votes cast at a shareholder meeting. There are no family relationships among any of our directors or executive officers.
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PROPOSAL 1 – ELECTION OF DIRECTORS
| Proxy Summary | Corporate Responsibility | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | | |
PROPOSAL 1 – ELECTION OF DIRECTORS
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS FOR A ONE-YEAR TERM EXPIRING AT THE 2026 ANNUAL MEETING The following biographical information is furnished as to the nominees for election as a director:
PROPOSAL 1 – ELECTION OF DIRECTORS
| | Peter M. Carlino Age: 78 Director Since: 2013 Other Current Public Boards: PENN Entertainment, Inc. (Emeritus) | | Debra Martin Chase Age: 68 Director Since: 2024 Other Current Public Boards: Bridge Investment Group Holdings Inc. and B&G Foods, Inc. | | Peter M. Carlino has been the Chairman of our Board of Directors and our CEO since our inception in February 2013. Mr. Carlino was the founder of PENN Entertainment, Inc. (Nasdaq: PENN) (“PENN”) and served as the Chief Executive Officer of PENN from 1994 through October 2013. Mr. Carlino also served as the Chairman of the Board of Directors of PENN from 1994 through May 2019 and is currently Chairman Emeritus. Since 1976, Mr. Carlino has served in an executive capacity for Carlino Capital Management Corp., a holding company that owns and operates various Carlino family businesses and is currently the Chairman of the Board and Chief Executive Officer. Mr. Carlino has been continuously active in its strategic planning and in the monitoring of its operations. Mr. Carlino also serves on the Board of Directors for both Penn State Health and Penn State Health/St. Joseph Regional Health Network. Mr. Carlino has served as the Chairman of the Board of Directors and as Chief Executive Officer of PENN, and now the Company, collectively for over thirty (30) years. Mr. Carlino brings to our Board of Directors extensive leadership and management experience, critical knowledge of our properties and an extensive knowledge and understanding of the gaming industry, real estate assets and real estate development in general. Moreover, as one of the largest beneficial owners of our common stock, his interests are significantly aligned with our efforts to enhance long-term shareholder value. | | Debra Martin Chase was appointed to our Board of Directors in April 2024. Ms. Chase, a Tony and Peabody Award-winning and Emmy-nominated television, motion picture and Broadway producer, is the first African American female producer to have a production deal at a major studio. Ms. Chase is the founder and Chief Executive Officer of Hampstead Heath Productions, Inc. (d/b/a Martin Chase Productions), a California production company, since its formation in 2000. Ms. Chase has been a member of the board of directors and currently serves as Chair on the Corporate Social Responsibility Committee and sits on the Risk and Nominating and Governance Committees of B&G Foods, Inc. (NYSE: BGS) since July 2020. Ms. Chase is also a member of the board of directors and the Audit Committee of Bridge Investment Group Holdings Inc. (NYSE: BRDG) since July 2021. Prior to forming Martin Chase Productions, Ms. Chase served as Executive Vice President of Brown House Productions, the late Whitney Houston’s production company, from 1995 to 2000, and Vice President of Mundy Lane Entertainment, Denzel Washington’s production company, from 1992 to 1995. Ms. Chase formerly served as an in-house attorney and subsequently as a participant in the executive training program at Columbia Pictures. Prior to entering the entertainment industry, Ms. Chase practiced corporate law in New York and Houston. She also serves on the board of the Second Stage Theater in Manhattan, where she chairs the board’s Artistic Committee. She previously served on the board of the New York City Ballet until 2024, where she founded and chaired its Diversity and Inclusion Committee. She is a member of the Academy of Motion Picture Arts and Sciences, where she serves on the Producers Executive Committee; the Academy of Television Arts and Sciences; and the Broadway League, where she is a member of the Tony Management Committee. Ms. Chase brings to our Board of Directors extensive leadership, business and legal skills. She has extensive experience in advocating diversity, inclusion and philanthropic efforts throughout her professional career. | |
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| Proxy Summary | Corporate Responsibility | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | | |
PROPOSAL 1 – ELECTION OF DIRECTORS
| | Carol “Lili” Lynton Age: 63 Director Since: 2019 Other Current Public Boards: CIM RACR (Trustee) | | Joseph W. Marshall, III Age: 72 Director Since: 2013 Other Current Public Boards: SIGA Technologies, Inc. | | Lili Lynton has served as a member of our Board of Directors since December 2019. Ms. Lynton is the co-founder of The Dinex Group, which operates 21 Daniel Boulud branded restaurants. Prior to forming Dinex, she co-founded Telebank, an internet banking pioneer that was acquired by E*Trade in 1999. Since 1987, she has also served as Chief Investment Officer of HD American Trust, a family investment office formed in 1987 that invests actively across a broad range of asset classes. At HD American Trust, Ms. Lynton is responsible for selection of asset managers, asset allocation, liquidity and leverage parameters with direct management responsibility for the firm’s venture capital and real estate portfolio. From 1987 through 1990, Ms. Lynton was an investment analyst at financial services company, Sanford C. Bernstein, and from 1983 through 1985, she was a mergers and acquisitions analyst at Lehman Brothers. Ms. Lynton served as a Director of El Pollo Loco Holdings, Inc. (Nasdaq: LOCO), from 2016 to 2024. Ms. Lynton also serves as a Trustee, Audit Committee Chair of CIM RACR (a Securities and Exchange Commission-registered Interval Fund). She also serves on the Advisory Board of The Hamilton Project, a division of the Brookings Institution, which develops proposals for a more equitable and robust U.S. economy; as a board member of The Center on Budget Policy and Priorities (a non-profit research institute focused on federal and state budgets); as Trustee of the Guggenheim Foundation (awards 175 annual Guggenheim Fellowships); as Trustee of Vera Institute for Justice (criminal justice reform organization); and a Trustee for the Bail Project (funds and operates 27 charitable bail funds across the nation). | | Joseph W. Marshall, III has served as a member of our Board of Directors since October 2013. Mr. Marshall served as Vice-Chairman of Stevens & Lee, PC and Griffin Holdings, LLC from February 2010 until December 2023 and currently serves as Of Counsel. Mr. Marshall has served on the Board of Directors of SIGA Technologies, Inc. (Nasdaq: SIGA) since 2009 and has served on a number of other boards in the past, including the Cancer Treatment Centers of America-Eastern Regional Medical Center and First Bank of Delaware. From 2001 to 2008, Mr. Marshall was the CEO of Temple University Health System, one of the largest healthcare organizations in Pennsylvania, and served as Chairman from 1999 to 2023. Mr. Marshall also served as a director of Health Partners, a provider-owned Medicaid/Medicare Health Maintenance Organization operating in Greater Philadelphia, from 2003 to 2008. Mr. Marshall also previously served on the Pennsylvania Gaming Control Board, Pennsylvania Ethics Commission and the Medicaid Commission created by the U.S. Congress and established by the Honorable Michael O. Leavitt, Secretary of the U.S. Department of Health & Human Services. In addition, Mr. Marshall has been a member of the Board of Trustees of Temple University for over thirty-two (32) years. He currently serves as Chairman of the boards of the Chestnut Hill Hospital and the Fox Chase Comprehensive Cancer Center. Mr. Marshall brings to our Board of Directors extensive experience in law and compliance, including in-depth knowledge of gaming regulation as well as his significant experience as a director and an executive in both the private and public sectors. | | | Ms. Lynton brings to our Board of Directors experience and expertise in investment analysis, mergers and acquisitions and business operations as well as a diverse perspective resulting from her vast knowledge and business experience as well as her advocacy initiatives and non-profit board service. | | | |
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| Proxy Summary | Corporate Responsibility | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | | |
PROPOSAL 1 – ELECTION OF DIRECTORS
| | James B. Perry Age: 75 Director Since: 2017 | | Earl C. Shanks Age: 68 Director Since: 2017 Other Current Public Boards: Cognyte Software Ltd. | | James B. Perry was appointed to our Board of Directors in March 2017. Mr. Perry served on the Board of Directors of Isle of Capri Casinos, Inc. (“Isle”) from 2007 to 2014 and was named Chairman of the Board of Directors and Executive Chairman of the Board of Directors in 2009 and 2011, respectively. From March 2008 to April 2011, he served as Isle’s Chief Executive Officer. Prior to being named Chairman, Mr. Perry was Executive Vice Chairman from March 2008 to August 2009 and Vice Chairman from July 2007 to March 2008. Mr. Perry served as a Class III Director on the board of Trump Entertainment Resorts, Inc. from May 2005 until July 2007. From July 2005 to July 2007, Mr. Perry served as Chief Executive Officer and President of Trump Entertainment Resorts, Inc., which filed for Chapter 11 bankruptcy in February 2009. Mr. Perry was President of Argosy Gaming Company from April 1997 through July 2002 and Chief Executive Officer of Argosy Gaming Company from April 1997 through May 2003. Mr. Perry also served as a member of the Board of Directors of Argosy Gaming Company from 2000 to July 2005. Mr. Perry brings to our Board of Directors over thirty (30) years of gaming industry experience as well as extensive executive management and leadership experience. | | Earl C. Shanks was appointed to our Board of Directors in March 2017. Mr. Shanks served as Chief Financial Officer of Essendant Inc., a leading supplier of workplace essentials, from November 2015 through May 2017. Previously, Mr. Shanks served as the Chief Financial Officer at Convergys Corporation from 2003 until 2012. Prior to that, Mr. Shanks held various financial leadership roles with NCR Corporation, ultimately serving as the Chief Financial Officer, where he oversaw treasury, finance, real estate and tax. Mr. Shanks served as a director of Verint Systems Inc. (Nasdaq: VRNT) from July 2012 until January 2021. Additionally, Mr. Shanks has served as a director of Cognyte Software Ltd. (Nasdaq: CGNT) since January 2021 and Chairman since September 2023. Mr. Shanks brings to our Board of Directors expertise and knowledge in the areas of accounting, finance, capital markets, tax, information technology and cybersecurity through his various executive management leadership roles as well as his significant public company service as a director. | |
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| Proxy Summary | Corporate Responsibility | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | | |
PROPOSAL 1 – ELECTION OF DIRECTORS
| | E. Scott Urdang Age: 75 Director Since: 2013 | | E. Scott Urdang has served as a member of our Board of Directors since October 2013. Mr. Urdang, who retired in 2012, was the founder, Chief Executive Officer and Chairman of Urdang Capital Management (now CenterSquare Investment Management, Inc.). CenterSquare Investment Management, Inc. is an investment management company that manages and participates in public, private, global, and US-only real estate investment strategies. Mr. Urdang founded the company in 1987 and, at the time of his retirement, it had in excess of $5 billion under management. From 1984 to 1987, Mr. Urdang was a Partner at Laventhol and Horwath, a national consulting and accounting firm, where he served as regional partner in charge of real estate consulting with national responsibility for its pension consulting practice. Mr. Urdang also served as Vice-President of Finance of a large regional development company that was involved in residential subdivisions, office buildings, apartments and shopping centers. Mr. Urdang has twenty (20) years of experience teaching both undergraduate and graduate courses in economics, corporate finance, real estate finance, and investment analysis at the Wharton School of the University of Pennsylvania. Mr. Urdang brings to our Board of Directors extensive leadership experience in strategic planning, economics and finance as well as his comprehensive knowledge and proven record of success in the real estate industry as an investor, developer, entrepreneur and professor. | |
PROPOSAL 1 – ELECTION OF DIRECTORS
| Our Board of Directors unanimously recommends a vote FOR the election of each of the nominated directors. |
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| Proxy Summary | Corporate Responsibility | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | | |
PROPOSAL 1 – ELECTION OF DIRECTORS
BOARD COMPOSITION Our business and affairs are managed under the direction of our Board of Directors, which currently consists of eight (8) members but, following the retirement of Mr. Schwartz, will be reduced to seven (7) members effective June 12, 2025. Our bylaws provide that our Board of Directors will consist of a number of directors to be fixed exclusively by resolution of the Board of Directors. Each director’s term continues until the election and qualification of his or her successor, or his or her earlier death, resignation or removal. Newly created directorships resulting from any increase in the number of directors and any vacancies resulting from death, resignation or removal from office or other cause will be filled generally by the majority vote of the remaining directors in office, even if less than a quorum is present. A director may be removed by the Board of Directors only for cause or by the shareholders only for cause and only by the vote of 75% of the votes cast by the holders of shares entitled to vote at a shareholder meeting. DIRECTOR INDEPENDENCE Our Board of Directors observes all applicable criteria for independence established by The Nasdaq Stock Market LLC (“Nasdaq”) and other governing laws and applicable regulations. No director will be deemed to be independent unless our Board of Directors determines that the director has no relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our Nominating and Corporate Governance Committee has determined that each of our directors, other than Mr. Carlino, is independent as defined under the corporate governance rules of Nasdaq and, with respect to the committees on which they serve, the applicable rules and regulations of the SEC and Nasdaq. None of our directors participated in any transactions, arrangements or relationships that would be required to be disclosed pursuant to SEC Regulation S-K, Item 404, and our Board did not consider any other transactions, arrangements or relationships. BOARD LEADERSHIP STRUCTURE AND ITS ROLE IN RISK OVERSIGHT Our Board of Directors has no policy with respect to the separation of the offices of CEO and Chairman of the Board of Directors (the “Chairman”). It is the Board’s view that rather than having a rigid policy, it, upon consideration of all relevant factors and circumstances, will determine, as and when appropriate, whether the two offices should be separate. Currently, our CEO also serves as the Chairman. Our Board believes this is appropriate because of the Chairman’s role in leading the Company and his long-standing track record of generating significant shareholder return for the companies for which he has served. Moreover, our Board believes that the Chairman’s substantial beneficial ownership of the Company’s equity has strongly aligned his interests with the interests of shareholders. Because we have selected to have Mr. Carlino serve in both the roles of Chairman and CEO, we have appointed Mr. Marshall to serve as Lead Independent Director. As Lead Independent Director, Mr. Marshall’s responsibilities include:
PROPOSAL 1 – ELECTION OF DIRECTORS
| ● | consulting with the Chairman, as appropriate, regarding the information, agendas and schedules of Board and Board committee meetings, including the ability to add items to the agendas for any meeting |
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| ● | scheduling, setting the agenda for and serving as chair of meetings of independent directors |
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| ● | serving as principal liaison between the independent directors and the Chairman and between the independent directors and the management team |
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| ● | presiding at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors |
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| ● | becoming the acting Chairman until a new Chairman is selected, in the event of the death, incapacity, resignation or removal of the Chairman |
PROPOSAL 1 – ELECTION OF DIRECTORS
| ● | ensuring availability for consultation and direct communications on behalf of the independent directors with major shareholders, as appropriate |
PROPOSAL 1 – ELECTION OF DIRECTORS
Our Board of Directors plays an active role in the oversight of risks impacting our Company, and the management team is charged with managing such risks. Our Board of Directors works closely with the management team to ensure that integrity, security and accountability are integrated into our operations. Our Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. Our Audit and Compliance Committee oversees the management of financial risks and is tasked with focusing on, analyzing, and assessing steps taken by the management team to mitigate risks related to cybersecurity and, for that purpose, receiving reports from the management team regarding cybersecurity risks and countermeasures being undertaken or considered by the Company to prevent cyber incidents, detect unusual activity, and respond appropriately should an incident occur. The Nominating and Corporate Governance Committee is responsible for overseeing the risks associated with the Company’s policies relating to sustainability and corporate responsibility as well as the independence of the Board of Directors. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, our full Board of Directors is regularly informed regarding such risks through committee reports and otherwise.
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| Proxy Summary | Corporate Responsibility | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | | |
PROPOSAL 1 – ELECTION OF DIRECTORS
COMMITTEES OF THE BOARD OF DIRECTORS Our Board of Directors has established the following committees: the Audit and Compliance Committee; the Compensation Committee; and the Nominating and Corporate Governance Committee. The composition of each Board committee satisfies the independence requirements and current standards of the SEC and the rules of Nasdaq (as applicable). The information on our website shall not be deemed incorporated by reference in this Proxy Statement. 2024 Committee Membership
PROPOSAL 1 – ELECTION OF DIRECTORS
| Name | Audit and Compliance | Compensation | Nominating and Corporate Governance | | Peter M. Carlino | | | | | Debra Martin Chase | | | ● | | Carol “Lili” Lynton | Chair | ● | | | Joseph W. Marshall, III | | ● | | | James B. Perry | | Chair | ● | | Barry F. Schwartz | | | Chair | | Earl C. Shanks | ● | | | | E. Scott Urdang | ● | | | | Number of Committee Meetings Held in 2024 | 6 | 5 | 3 |
PROPOSAL 1 – ELECTION OF DIRECTORS
During 2024, the Board held 8 meetings. Each director attended 75% or more of the aggregate of all meetings held by our Board and the Board committees on which he or she served in 2024 and each director also attended last year’s Annual Meeting of Shareholders. Our Board of Directors generally expects its members to attend the Annual Meeting of Shareholders and we believe that all of our directors will attend this year’s Annual Meeting. Audit and Compliance Committee The duties and responsibilities of the Audit and Compliance Committee are set forth in its charter and include, among other things, the following:
PROPOSAL 1 – ELECTION OF DIRECTORS
| ● | to oversee the quality and integrity of our financial statements and our accounting and financial reporting processes |
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| ● | to prepare the Audit and Compliance Committee report required by the SEC to be included in our annual proxy statement |
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| ● | to review and discuss with the management team and the independent registered public accounting firm our annual and quarterly financial statements |
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| ● | to review and discuss with the management team and the independent registered public accounting firm our earnings press releases prior to disclosure |
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| ● | to appoint, compensate and oversee our independent registered public accounting firm, and pre-approve all auditing services and non-audit services to be provided to us by our independent registered public accounting firm |
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| ● | to review the qualifications, performance and independence of our independent registered public accounting firm |
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| ● | to establish procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters |
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| ● | to discuss with the internal auditors any major issues as to the adequacy of the Company’s internal controls |
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| ● | to review and approve related person transactions that would be required to be disclosed in our SEC reports |
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| ● | to review the Company’s policies and guidelines to assess and manage risk, including cybersecurity risk, and to assess steps taken by the management team to mitigate exposure to risk |
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| Proxy Summary | Corporate Responsibility | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | | |
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| ● | to review the Company’s Code of Business Conduct on an annual basis |
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| ● | to oversee the Company’s compliance program |
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| ● | to conduct an annual self-assessment with oversight by the Nominating and Corporate Governance Committee |
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Our current Audit and Compliance Committee is comprised of Carol “Lili” Lynton (Chair), Earl C. Shanks, and E. Scott Urdang. Our Board of Directors has determined that each member meets the heightened independence standards for service on the Audit and Compliance Committee and satisfies the financial literacy and other requirements for “audit committee” members under applicable Nasdaq rules and that each of Ms. Lynton, Mr. Shanks, and Mr. Urdang is an “audit committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K of the Securities Act of 1933, as amended (the “Securities Act”). The Audit and Compliance Committee has the authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees as the Audit and Compliance Committee may deem appropriate in its sole discretion. The Audit and Compliance Committee Charter is available on the “Investors” section of our website, www.glpropinc.com. The information on our website shall not be deemed incorporated by reference in this Proxy Statement. Compensation Committee The duties and responsibilities of the Compensation Committee are set forth in its charter and include, among other things, the following:
PROPOSAL 1 – ELECTION OF DIRECTORS
| ● | to evaluate the performance and determine the compensation of our CEO and other executive officers of the Company |
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| ● | to establish, review and evaluate, and amend, as necessary, employee compensation programs and policies and procedures for executive officers and employees generally |
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| ● | to review and approve any employment contracts, severance agreements or similar arrangements between the Company and any executive officer of the Company |
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| ● | to review and discuss with the management team the relationship between the Company’s policies and practices for compensating employees, risk-taking incentives and risk management |
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| ● | to review, monitor, and make recommendations concerning incentive compensation plans |
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| ● | to oversee shareholder engagement with respect to executive compensation matters |
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| ● | to recommend the compensation of directors |
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| ● | to review and approve revisions and oversee compliance with the Company’s Policy Regarding the Mandatory Recovery of Compensation |
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| ● | to conduct an annual self-assessment and present the results to the Board with oversight by the Nominating and Corporate Governance Committee |
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Our current Compensation Committee is comprised of James B. Perry (Chair), Carol “Lili” Lynton, and Joseph W. Marshall, III. The Compensation Committee has the authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees as the Compensation Committee may deem appropriate in its sole discretion. The Compensation Committee Charter is available on the “Investors” section of our website, www.glpropinc.com. The information on our website shall not be deemed incorporated by reference in this Proxy Statement. Nominating and Corporate Governance Committee The duties and responsibilities of the Nominating and Corporate Governance Committee are set forth in its charter and include, among other things, the following:
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| ● | to review the structure, composition, eligibility and size of the Board of Directors and its committees, including the suitability of candidates and current directors, and make recommendations to the Board of Directors based on its review and analysis |
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| ● | to identify and recommend to our Board of Directors potential candidates, including any candidates recommended by our shareholders, for election to the Board of Directors by the shareholders at annual meetings, including an annual review as to the renominations of incumbents and proposed nominees for election by the Board of Directors to fill vacancies that occur between shareholder meetings |
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| Proxy Summary | Corporate Responsibility | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | | |
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| ● | to determine whether a candidate recommended for membership on the Company’s Audit and Compliance Committee is financially literate and is able to read and understand fundamental financial statements and meets the standards of “an audit committee financial expert” as defined by Nasdaq and the Securities Act |
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| ● | to oversee and review the Company’s strategies, activities, policies and communications regarding sustainability, corporate responsibility, human capital management, talent recruitment, development, retention and employee engagement and corporate culture and make recommendations to the Board regarding material guidelines, documents or policies, or any changes related thereto |
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| ● | to oversee shareholder engagement with respect to matters relating to environmental sustainability, corporate responsibility and governance |
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| ● | to review and assess succession planning |
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| ● | to conduct an annual self-assessment and oversee the annual Board and committee self-assessment process and evaluation |
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| ● | to recommend members for each committee of the Board of Directors |
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| ● | to engage third parties, if and when the Committee deems appropriate, to identify potential director nominee candidates, which shall include instructing such parties of the criteria to be considered to ensure the Committee’s commitment to maintaining an appropriate balance of tenure, diversity, skills and experience on the Company’s Board |
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| ● | to oversee the Company’s corporate governance policies |
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| ● | to evaluate and make recommendations to the Board regarding shareholder proposals |
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Our current Nominating and Corporate Governance Committee is comprised of Barry F. Schwartz (Chair), Debra Martin Chase, and James B. Perry. Effective June 12, 2025, Mr. Schwartz will be retiring and a new chair will be selected by our Board. The Nominating and Corporate Governance Committee has the authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees as the Nominating and Corporate Governance Committee may deem appropriate in its sole discretion. The Nominating and Corporate Governance Committee Charter is available on the “Investors” section of our website, www.glpropinc.com. The information on our website shall not be deemed incorporated by reference in this Proxy Statement. Compensation Committee Interlocks and Insider Participation No member of the Compensation Committee is or was formerly an officer or employee of the Company or has or had any relationships requiring disclosure by the Company under applicable SEC rules requiring disclosure of certain relationships and related party transactions. None of our executive officers currently serve, or in 2024 served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or our Compensation Committee. DIRECTOR COMPENSATION Our non-employee directors receive both cash and equity compensation for service on our Board of Directors. The compensation of our non-employee directors is reviewed annually by the Compensation Committee with the assistance of the Compensation Committee’s independent compensation consultant, Ferguson Partners Consulting, L.P. Our Board’s compensation program for non-employee directors is designed to meet the following objectives:
PROPOSAL 1 – ELECTION OF DIRECTORS
| ● | to provide fair compensation to directors commensurate with the time commitments, responsibilities and strict gaming licensing requirements that must be maintained for service on our Board, |
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| ● | to attract and retain experienced, highly-qualified individuals to serve on our Board, and |
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| ● | to provide a compensation program that aligns the interests of directors with shareholders by providing a significant portion of annual compensation in the form of equity. |
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Annual Review Process The Compensation Committee assesses the non-employee director compensation program on an annual basis. With the assistance of the independent compensation consultant, the Compensation Committee recommends to our Board the form and amount of compensation to be paid for service as a non-employee director on our Board and its committees.
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| Gaming and Leisure Properties, Inc. | 2025 Proxy Statement | 19 |
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| Proxy Summary | Corporate Responsibility | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | | |
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2024 Director Compensation The Company paid director compensation in 2024 to each non-employee director as shown in the table below.
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| | Schedule of Non-Employee Director Compensation for 2024 | | Annual Cash Retainer | $130,000 | | Annual Restricted Stock Award | Restricted Stock valued at $200,000 | | Committee Chair Retainer | $35,000 for the Audit and Compliance Committee | | | $25,000 for the Compensation Committee | | | $22,500 for the Nominating and Corporate Governance Committee | | | $25,000 for the Lead Independent Director | | Committee Member Retainer | $20,000 for the Audit and Compliance Committee | | | $15,000 for the Compensation Committee | | | $15,000 for the Nominating and Corporate Governance Committee |
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The following table sets forth information on the compensation of all our non-employee directors for 2024:
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| | 2024 Compensation(1) | | | | | Name | Fees Earned or Paid in Cash ($)(2) | Stock Awards (#)(3) | Stock Awards ($)(3) | Total Compensation ($) | | Joseph W. Marshall, III | — | 7,498 | 370,026 | 370,026 | | E. Scott Urdang | 155,000 | 4,053 | 200,016 | 355,016 | | Earl C. Shanks | 150,000 | 4,053 | 200,016 | 350,016 | | James B. Perry | 170,000 | 4,053 | 200,016 | 370,016 | | Barry F. Schwartz(4) | 152,500 | 4,053 | 200,016 | 352,516 | | Carol “Lili” Lynton | 180,000 | 4,053 | 200,016 | 380,016 | | Debra Martin Chase(5) | 100,292 | 3,233 | 138,372 | 238,664 |
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| (1) There were no unvested stock awards outstanding as of December 31, 2024. |
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| (2) Cash fees include annual board retainer and, where applicable, committee retainers. Mr. Marshall elected to receive his annual cash retainer, committee fees, and lead independent director fee in the aggregate amount of $170,000, in the form of restricted stock in 2024. |
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| (3) The amounts listed are calculated in accordance with Financial Accounting Standards Board Account Standards Codification Topic 718 (“FASB ASC Topic 718”) based on the closing price on the day prior to grant date and vest on December 1st of the year of the grant. |
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| (4) Mr. Schwartz notified the Company that he would retire from the Board of Directors effective June 12, 2025. |
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| (5) Ms. Chase was appointed to the Board of Directors on April 22, 2024. Fees and stock awards referenced above were prorated for service provided during 2024. |
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Director Stock Ownership Guidelines Our Board of Directors believes that it is important for non-employee directors to have a financial stake in the Company such that their interests are more closely aligned with those of our shareholders. Accordingly, the Board has established stock ownership guidelines for our non-employee directors. Each non-employee director is expected to acquire, and continue to hold during the term of his or her service on the Board, equity with a value equal to five times the annual cash retainer. The deadline to satisfy these guidelines is the fifth anniversary of the applicable non-employee director’s appointment or election. As of December 31, 2024, all of our directors, with the exception of Ms. Chase, were in compliance with the ownership guidelines set forth above. Ms. Chase has until April 22, 2029 to achieve compliance. COMMUNICATIONS WITH THE BOARD OF DIRECTORS The Board of Directors believes it is important for shareholders and others to have a process to send communications to the Board. Shareholders who wish to communicate with directors should do so by writing to Gaming and Leisure Properties, Inc., 845 Berkshire
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| 20 | 2025 Proxy Statement | Gaming and Leisure Properties, Inc. |
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| Proxy Summary | Corporate Responsibility | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | | |
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Blvd., Suite 200, Wyomissing, PA 19610, Attention: Secretary. The Secretary of the Company reviews all such correspondence and forwards to the Board of Directors a summary of all such correspondence and copies of all correspondence that, in the opinion of the Secretary, deals with the functions of the Board of Directors or its committees or that he otherwise determines requires their attention. Directors may at any time review a log of all correspondence received by the Company that is addressed to members of the Board of Directors and request copies of any such correspondence. Concerns relating to accounting, internal controls or auditing matters will be brought to the attention of the Company’s Audit and Compliance Committee. DIRECTOR NOMINATION PROCESS Minimum Qualifications of Directors The Nominating and Corporate Governance Committee is responsible for evaluating and recommending eligible candidates for membership on our Board of Directors, including director nominees suggested by, among others, other Board members, the management team and shareholders. The Nominating and Corporate Governance Committee is also responsible for examining the composition of the Board of Directors to ensure that the current and anticipated future needs of the Board and the Company are being met. Our Nominating and Corporate Governance Committee may also retain professional search firms to identify candidates. The Nominating and Corporate Governance Committee seeks to identify, as candidates for director, persons with gaming and/or real estate industry knowledge, senior management experience, diverse demographics (including gender, race, ethnicity and age), analytical ability, diversity of experiences and viewpoints, business acumen, strength of character, integrity, and mature judgment. The Nominating and Corporate Governance Committee’s focus on diversity is evidenced by its commitment to include qualified candidates who identify as women and minorities in board candidate searches, including any searches conducted by third-party consultants. The Nominating and Corporate Governance Committee will also consider the following (among other considerations set forth in the Company’s Corporate Governance Guidelines):
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| ● | a candidate’s background and skills, including financial literacy, independence, and the contribution he or she would make in connection with developing and furthering the Company’s business strategy |
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| ● | a candidate’s ability to meet the suitability requirements of all applicable regulatory authorities |
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| ● | a candidate’s ability to represent the interests of the shareholders |
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| ● | a candidate’s ability to work constructively with the Company’s management team and other directors |
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| ● | a candidate’s availability, including the number of other boards on which the candidate serves, and his or her ability to dedicate sufficient time and energy to his or her board duties |
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| ● | changes to a candidate’s affiliations that could create potential conflicts of interest or result in the candidate not being able to serve in a manner that is consistent with the Company’s policies and/or values |
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The Nominating and Corporate Governance Committee Charter and the Corporate Governance Guidelines are made available on the “Investors” section of our website, www.glpropinc.com. The information on our website shall not be deemed incorporated by reference in this Proxy Statement. Holistic Approach to Board Composition The Board of Directors is focused on ensuring that it is composed of individuals with an appropriate balance of diverse backgrounds, experiences, skill sets, perspectives, demographics (including gender, race, ethnicity and age), tenure, analytical ability and viewpoints. The Board confirms that the Company’s policy of non-discrimination applies in the selection of its directors. The Board believes that Board diversity is critical to thoroughly assess risk, anticipate challenges and scrutinize the complex and dynamic issues that impact the Company and its industry, its shareholders, stakeholders and the broader society. The current Nominating and Corporate Governance Committee Charter outlines the characteristics and qualifications sought by the Nominating and Corporate Governance Committee when considering potential director candidates, and includes, among other things, its commitment to diversity (including, gender, race, ethnicity and age). The Nominating and Corporate Governance Committee’s view on the topic of diversity is multifaceted and aligned with our Board of Directors. Creating a board of diverse, but also complementary, individuals requires the Nominating and Corporate Governance Committee to balance each factor through a holistic approach. Such an approach enables the Nominating and Corporate Governance Committee to identify and recommend, for the selection by a majority of the Board, the best director candidates.
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| Gaming and Leisure Properties, Inc. | 2025 Proxy Statement | 21 |
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| Proxy Summary | Corporate Responsibility | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | | |
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Shareholder Nominations of Directors and Other Business Shareholders who (a) are not “Unsuitable Persons,” as that term is defined in our charter, (b) have beneficially owned at least 1% of the Company’s common stock for a continuous period of not less than 12 months before making such recommendation and (c) are entitled to vote at the Annual Meeting, may submit director nominations and proposals for other business for consideration by the Board of Directors and the Nominating and Corporate Governance Committee, as applicable, to be raised from the “floor” at our Annual Meeting, provided that such recommendations comply with the notice requirements under the Company’s Second Amended and Restated Bylaws and are timely received by the Secretary of the Company. To be timely, a shareholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Company not less than 120 days and not more than 150 days prior to the anniversary date of the immediately preceding annual meeting of shareholders. The Company’s Second Amended and Restated Bylaws were amended in December 2023 to reflect certain procedural requirements related to proxy access and the SEC’s recently adopted “universal proxy” rules, as well as certain technical, conforming and clarifying changes in connection therewith, which are reflected below. The requirements set forth in this section do not relate to shareholder proposals intended to be included in our Proxy Statement and submitted pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Advance Notice Provisions and Universal Proxy Rules With respect to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the recommendation for nomination or proposal is made, all notices must include the following information as further outlined in our Second Amended and Restated Bylaws and must comply with all applicable requirements under Rule 14a-19 under the Exchange Act:
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| ● | the name and address of such shareholder, as they appear on the Company’s records, the telephone number of such shareholder, and the name, address and telephone number of such beneficial owner, if any |
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| ● | a statement or SEC filing from the record holder of the shares, derivative instruments or other interests verifying the holdings of the beneficial owner and indicating the length of time the shares, derivative instruments or other interests have been held by such beneficial owner and any other information and representations relating to such shareholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or the election of directors in a contested election pursuant to Section 14 of the Exchange Act (or any successor provision) and the rules and regulations promulgated thereunder, including, but not limited to, voting arrangements, rights to dividends or performance related fees associated with any securities held, material legal proceedings involving the Company, its directors, officers or affiliates, and any material interest in any material contract or agreement with the Company, its affiliates or any principal competitors |
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| ● | a representation that such shareholder and beneficial owner, if any, intend to be present in person at the meeting |
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| ● | a representation that such shareholder and such beneficial owner, if any, intend to continue to hold the reported shares, derivative instruments or other interests through the date of the Company’s next annual meeting of shareholders |
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| ● | a (a) completed and signed directors’ and officers’ questionnaire, (b) multi-jurisdictional personal history disclosure form, representations, agreement and consent to provide additional information and to submit to a background check prepared with respect to and signed by such shareholder and beneficial owner, and (c) such additional information, certificates, documents, instruments, agreements and consents as may be deemed useful to the Board of Directors to evaluate whether such shareholder or beneficial owner is an Unsuitable Person (as set forth in the Company’s charter), and |
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| ● | a representation as to whether the shareholder, proposed nominee or any Shareholder Associated Person intends to engage in a solicitation in support of director nominees other than the Board’s nominees in accordance with Rule 14a-19 promulgated under the Exchange Act (and if so, (a) including a statement that any such person intends to solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors in support of director nominees other than the Board’s nominees), and, if so, (b) confirming the names of the participants (as defined in Item 4 of Schedule 14A under the Exchange Act) in the solicitation. The term “Shareholder Associated Person” means any person acting in concert with such shareholder or another Shareholder Associated Person or who is otherwise a participant (as defined in Item 4 of Schedule 14A under the Exchange Act) in the solicitation. |
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Any notice pertaining to a shareholder recommendation for nomination for election or re-election as a director, must also include the following information:
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| ● | all information and representations relating to the recommended nominee that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in an election contest, or |
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| 22 | 2025 Proxy Statement | Gaming and Leisure Properties, Inc. |
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| Proxy Summary | Corporate Responsibility | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | | |
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| is otherwise required, in each case pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director, if elected); |
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| ● | a description in reasonable detail of all direct and indirect compensation, economic interests and other material monetary agreements, arrangements and understandings during the past three years between or among such shareholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each recommended nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the shareholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the recommended nominee were a director or executive officer of such registrant; |
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| ● | a description in reasonable detail of all other material relationships between the proposed nominee and the recommending shareholder and the beneficial owner, if any, including any agreements, arrangements and understandings between the recommending shareholder and the beneficial owner, if any, and the recommended nominee regarding the nomination; |
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| ● | a description in reasonable detail of all relationships between the recommended nominee and any of the Company’s competitors, customers, suppliers, labor unions (if applicable) and any other persons with special interests regarding the Company; |
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| ● | a (a) completed and signed directors’ and officers’ questionnaire, (b) multi-jurisdictional personal history disclosure form, representations, agreement and consent to provide additional information and to submit to a background check prepared with respect to and signed by the recommended nominee, and (c) such additional information, documents, instruments, agreements and consents as may be deemed useful to the Board of Directors to evaluate whether such nominee is an Unsuitable Person; |
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| ● | the written representation and agreement (in the form provided by the Secretary upon written request) of the recommended nominee that he or she (a) is not and will not become a party to a voting commitment that has not been disclosed to the Company or that could limit or interfere with such person’s ability to comply, if elected as a director of the Company, with such person’s fiduciary duties under applicable law, (b) is not and will not become a party to any compensation arrangement with any person or entity in connection with service or action as a director that has not been disclosed, (c) in such person’s individual capacity, and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Company, and will comply with all applicable publicly disclosed corporate governance and other policies and guidelines of the Company, (d) currently intends to serve as a director for the full term for which he or she is standing for election and will notify the Company simultaneously with the notification to the shareholder of his or her actual or potential unwillingness or inability to serve as a director, and (e) does not need any permission or consent from any third party to serve as a director of the Company, if elected, that has not been obtained, including any employer or any other board or governing body on which he or she serves, attaching copies of any and all requisite permissions or consents; and |
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| ● | a certificate executed by the shareholder certifying that such shareholder will (a) comply with Rule 14a-19 promulgated under the Exchange Act in connection with such shareholder’s solicitation of proxies in support of any proposed nominee, (b) notify the Company as promptly as practicable of any determination by the shareholder to no longer solicit proxies for the election of any proposed nominee as a director at the meeting, and (c) furnish such other or additional information as the Company may request for the purpose of determining whether the requirements set forth in Section 7.04 of the Second Amended and Restated Bylaws have been complied with and of the evaluation of any nomination or other business described in the shareholder’s notice. |
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Any notice as to any business other than a recommendation for nomination of a director or directors that the shareholder proposes to bring before an annual meeting of shareholders, must also set forth (a) a brief description of the business desired to be brought before such meeting, the reasons for conducting such business at the annual meeting of shareholders and any material interest of such shareholder and beneficial owner, if any, in such business, (b) a description in reasonable detail of all contracts, arrangements, understandings and relationships between such shareholder and beneficial owner, if any, on the one hand, and any other person or persons (including their names), on the other hand, in connection with the proposal of such business by such shareholder, and (c) the text of the proposal or business (including the text of any resolutions proposed for consideration). A shareholder proposing a proposed nominee shall have no right to (a) nominate a number of proposed nominees that exceed the number of directors to be elected at the meeting or (b) substitute or replace any proposed nominee unless such substitute or replacement is nominated in accordance with the advance notice provisions described above and as more fully set forth in the Second Amended and Restated Bylaws (including the timely provision of all information and representations with respect to such substitute or replacement proposed nominee in accordance with the deadlines set forth in such advance notice provisions). If the Company provides notice to a shareholder that the number of proposed nominees proposed by such shareholder exceeds the
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| Gaming and Leisure Properties, Inc. | 2025 Proxy Statement | 23 |
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| Proxy Summary | Corporate Responsibility | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | | |
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number of directors to be elected at a meeting, the shareholder must provide written notice to the Company within five (5) business days stating the names of the proposed nominees that have been withdrawn so that the number of proposed nominees proposed by such shareholder no longer exceeds the number of directors to be elected at a meeting. If any individual who is nominated in accordance with the advance notice provisions becomes unwilling or unable to serve on the Board, then the nomination with respect to such individual shall no longer be valid and no votes may validly be cast for such individual. A shareholder shall also comply with all applicable requirements of state and federal law, including, without limitation, the requirements of Rule 14a-19 under the Exchange Act, with respect to the matters set forth in the advance notice provisions. Without limiting the generality of the foregoing, and in addition to the other requirements in the Second Amended and Restated Bylaws, unless otherwise required by law, if any shareholder, proposed nominee or shareholder associated person provides notice pursuant to Rule 14a-19(b) under the Exchange Act or includes the information and certification required by Rule 14a-19 under the Exchange Act or any other rules and regulations thereunder and subsequently fails to comply with the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) under the Exchange Act, then the Company shall disregard any proxies or votes solicited for the proposed nominees. Upon request by the Company, if a shareholder or shareholder associated person provides notice pursuant to Rule 14a-19(b), under the Exchange Act, such shareholder or shareholder associated person shall deliver to the Company, no later than five (5) business days prior to the applicable meeting of shareholders, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) under the Exchange Act. Proxy Access The Company’s Second Amended and Restated Bylaws also permit a shareholder (or a group of up to twenty (20) shareholders) owning 3% or more of the Company’s outstanding common stock continuously for at least three years to nominate director candidates constituting up to the greater of, subject to certain exceptions set forth in the Second Amended and Restated Bylaws, two or 20% of the number of directors in office as of the last day on which a notice may be delivered, for inclusion in the Company’s proxy materials for election at any annual meeting of the shareholders, provided that such nominations comply with the notice requirements under the Company’s Second Amended and Restated Bylaws and are timely received by the Secretary of the Company. To be timely, a shareholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Company not less than 120 and not more than 150 days prior to the anniversary date of the immediately preceding annual meeting of shareholders. The Company shall include in its proxy statement for the annual meeting (a) the name of the proxy access shareholder nominee, (b) the information concerning the proxy access shareholder nominee and the eligible shareholder that is required to be disclosed pursuant to the Exchange Act, and the rules and regulations promulgated thereunder, and (c) if the eligible shareholder so elects, a written statement of the eligible shareholder or group, not to exceed 500 words, in support of each proxy access shareholder nominee, which must be provided at the same time as the proxy access nomination notice; provided, that the Company may omit from its proxy materials any information or supporting statement that it, in good faith, believes is untrue in any material respect (or omits a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading) or would violate any applicable law, rule, regulation, or listing standard. Additionally, proxy access provisions in the Second Amended and Restated Bylaws do not limit the Company’s ability to solicit against and include in its proxy statement its own statements relating to any proxy access shareholder nominee. With respect to the eligible shareholder giving the notice, all notices must include the following information as further outlined in the Company’s Second Amended and Restated Bylaws:
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| ● | one or more written statements from the record holder of the shares (and from each intermediary through which the shares are or have been held during the requisite three-year holding period) verifying that, as of the date the notice is delivered to or received by the Company, the eligible shareholder owns, and has owned continuously for the preceding three years, the required shares, and the eligible shareholder’s agreement to provide: (a) within five (5) days after the record date for the meeting, written statements from the record holder and intermediaries verifying the eligible shareholder’s continuous ownership of the required shares through the record date, and (b) immediate notice if the eligible shareholder ceases to own any of the required shares prior to the date of the applicable annual meeting of shareholders |
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| ● | the eligible shareholder’s representation and agreement that the eligible shareholder (including each member of any group of shareholders that together is an eligible shareholder) intends to continue to satisfy the eligibility requirements through the date of the annual meeting |
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| ● | the written consent of each proxy access shareholder nominee to be named in the Company’s proxy statement as a nominee and serve as a director if elected, together with the information and representations that would be required to be set forth in, or accompanied with, a shareholder’s notice of a nomination pursuant to the advance notice provisions, and any additional information that may be requested by the Board pursuant to the advance notice provisions as is necessary for the Board to |
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| 24 | 2025 Proxy Statement | Gaming and Leisure Properties, Inc. |
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| Proxy Summary | Corporate Responsibility | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | | |
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| determine if (a) the proxy access shareholder nominee is an independent director and (b) the proxy access shareholder nominee is eligible to be found suitable or licensed or otherwise qualified by the applicable gaming and regulatory authorities for the jurisdictions in which the Company operates |
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| ● | a copy of the Schedule 14N that has been filed with the SEC as required by Rule 14a-18 under the Exchange Act, as such rule may be amended |
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| ● | a representation that the eligible shareholder, including each member of any group of shareholders that together is an eligible shareholder, (a) acquired the required shares in the ordinary course of business and not with the intent to change or influence control at the Company, and does not presently have such intent, (b) has not nominated and will not nominate for election to the Board at the annual meeting of shareholders any person other than the proxy access shareholder nominee(s) being nominated, (c) has not engaged and will not engage in, and has not and will not be a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the annual meeting other than its proxy access shareholder nominee or a nominee of the Board, (d) will not distribute to any shareholder any form of proxy for the annual meeting other than the form distributed by the Company, and (e) in the case of a nomination by a group of shareholders that together is an eligible shareholder, the designation by all group members of one group member that is authorized to act on behalf of all such members with respect to the nomination and matters related thereto, including any withdrawal of the nomination, and |
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| ● | an undertaking that the eligible shareholder agrees to (a) assume all liability stemming from any legal or regulatory violation arising out of the eligible shareholder’s communications with the shareholders of the Company or out of the information that the eligible shareholder provided to the Company, (b) indemnify and hold harmless the Company and each of its directors, officers and employees individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Company or any of its directors, officers or employees arising out of any nomination, solicitation or other activity by the eligible shareholder in connection with its efforts to elect the proxy access shareholder nominee, (c) comply with all other laws and regulations applicable to any solicitation in connection with the annual meeting, and (d) provide to the Company prior to the annual meeting such additional information as deemed necessary by the Company to comply with the foregoing. |
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The Company shall not be required to include any proxy access shareholder nominees in its proxy materials for any meeting of shareholders (a) for which the Secretary of the Company receives a notice that a shareholder has nominated a person for election to the board of directors pursuant to the advance notice provisions and such shareholder does not expressly elect at the time of providing the notice to have its nominee included in the Company’s proxy materials pursuant to the proxy access notice provisions, (b) if the eligible shareholder who has nominated such proxy access shareholder nominee (or any member of any group of shareholders that together is such eligible shareholder) has engaged in or is currently engaged in, or has been or is a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the meeting other than its proxy access shareholder nominee(s) or a nominee of the board of directors, (c) if another person is engaging in a “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the applicable annual meeting of shareholders other than a nominee of the Board, (d) who is not an independent director, as determined by the Board, (e) whose election as a member of the Board would cause the Company to be in violation of the Second Amended and Restated Bylaws, the Amended and Restated Articles of Incorporation, the listing standards of the principal exchange upon which the Company’s capital stock is traded, or any applicable law, rule or regulation, (f) who is or has been, within the past three years, an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914, (g) who is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has been convicted in such a criminal proceeding within the past ten (10) years, (h) who is subject to any order of the type specified in Rule 506(d) of Regulation D promulgated under the Securities Act, (i) who is an Unsuitable Person or is otherwise barred or suspended by the applicable gaming and regulatory authorities for the jurisdictions in which the Company operates, (j) if such proxy access shareholder nominee or the applicable eligible shareholder shall have provided information to the Company in respect to such nomination that was untrue in any material respect or omitted to state a material fact necessary in order to make the statement made, in light of the circumstances under which it was made, not misleading, as determined by the board of directors, or (k) if the eligible shareholder or applicable proxy access shareholder nominee otherwise contravenes any of the agreements or representations made by such eligible shareholder or proxy access shareholder nominee or fails to comply with its obligations pursuant to the proxy access provisions. The Board or the person presiding at the annual meeting of shareholders shall declare a nomination by an eligible shareholder to be invalid, and such nomination shall be disregarded notwithstanding that proxies in respect of such vote may have been received by the Company, if (a) the information provided pursuant to the proxy access provisions to the Company by such individual or by the eligible shareholder (or any member of any group of shareholders that together is such eligible shareholder) who nominated such individual was untrue in any material respect or omitted to state a material fact necessary in order to make the statements made, in
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| Proxy Summary | Corporate Responsibility | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | | |
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light of the circumstances under which they were made, not misleading, (b) such individual, or the eligible shareholder (or any member of any group of shareholders that together is such eligible shareholder) who nominated such individual, shall have breached or failed to comply with its agreements, representations undertakings and/or obligations pursuant to the Second Amended and Restated Bylaws, or (c) the eligible shareholder (or a qualified representative thereof) does not appear at the meeting to present any nomination pursuant to the proxy access provisions. The eligible shareholder (including any person who owns shares of capital stock of the Company that constitute part of the eligible shareholder’s ownership) shall file with the SEC any solicitation or other communication with the Company’s shareholders relating to the meeting at which the proxy access shareholder nominee will be nominated, regardless of whether any such filing is required under Regulation 14A of the Exchange Act or whether any exemption from filing is available for such solicitation or other communication under Regulation 14A of the Exchange Act.
PROPOSAL 1 – ELECTION OF DIRECTORS
| 26 | 2025 Proxy Statement | Gaming and Leisure Properties, Inc. |
PROPOSAL 1 – ELECTION OF DIRECTORS
| Proxy Summary | Corporate Responsibility | Board of Directors | Executive Compensation | Audit Committee Matters | Voting Proposals | Other Matters | | | | | | | | |
Compensation Discussion and Analysis
| Pay vs Performance Table | 46 | | Compensation Actually Paid (CAP) vs. Cumulative TSR | 48 | | Compensation Actually Paid (CAP) vs. Net Income | 48 | | Compensation Actually Paid (CAP) vs. AFFO Per Diluted Share | 49 | | 2024 Grants of Plan-Based Awards | 50 | | Outstanding 2024 Equity Awards at Fiscal Year-End | 51 | | 2024 Stock Vested | 52 | | Nonqualified Deferred Compensation | 52 | | Potential Payments Upon Termination or Change-of-Control | 54 | | CEO Pay Ratio | 55 |
Compensation Discussion and Analysis
| Strong Financial Results | | | Strong Long-Term Shareholder Value Creation | | | +19.12% | $0.76 | | Three-Year TSR (73rd percentile of the net-lease peer group) | Quarterly dividend as of Q4 2024 (+26.7% since Q4 2020) |
Compensation Discussion and Analysis
| — | 90% of cash bonus tied to pre-established performance goals |
Compensation Discussion and Analysis
| — | 67% of equity awards require the achievement of long-term TSR hurdles over a three-year performance period |
Compensation Discussion and Analysis
| ● | Rigorous performance goals for both our annual performance cash bonus program and performance-based equity awards: |
Compensation Discussion and Analysis
| — | Maximum payout under the cash bonus program requires out-performance across multiple metrics |
Compensation Discussion and Analysis
| — | Maximum payout for the performance-based equity awards requires top quartile relative TSR performance over a three-year period |
Compensation Discussion and Analysis
| — | Performance-based equity award payout capped at target if absolute TSR is negative over the performance period |
Compensation Discussion and Analysis
| (1) Service-Based Equity Award(s) Compensation includes the value of the long-term fixed equity awards subject to continued employment. |
Compensation Discussion and Analysis
| (2) Performance-Based Equity Awards/“At-Risk” Compensation includes the target annual performance cash awards and the target value of the long-term performance-based equity awards. |
Compensation Discussion and Analysis
| ● | In lieu of employment agreements, we adopted the Executive Change in Control and Severance Plan in 2019 to provide members of the Company’s management team with compensation and benefits in the event of certain termination events. |
Compensation Discussion and Analysis
| ● | Double trigger vesting acceleration of incentive equity awards upon a change of control |
Compensation Discussion and Analysis
| ● | utilize rigorous performance-based metrics aligned with key strategic objectives that support long-term shareholder value |
Consistent Support for our Say-on-Pay Proposal
| ● | the compensation packages, structure and performance goals of our REIT peers, supplemented with gaming companies with whom we compete for talent and assets |
Consistent Support for our Say-on-Pay Proposal
| ● | the dividend payout for the previous fiscal year and projected dividends for the current year |
Consistent Support for our Say-on-Pay Proposal
| ● | the performance of previous performance-based equity incentive awards |
Consistent Support for our Say-on-Pay Proposal
Executive Compensation Peer Group Each year, the Committee reviews the executive compensation peer group to ensure the appropriateness of each peer company, as well as the peer group in totality, based on the following:
Consistent Support for our Say-on-Pay Proposal
| GLPI Business Factors Used to Assess Peer Group Selection | | Focusing exclusively on the acquisition and development of gaming assets | | Acquiring gaming assets from taxable corporations includes complex tax, accounting, legal and regulatory issues | | Requiring executives that possess knowledge and expertise in both real estate and gaming operations to balance our strategic initiatives with our structure | | Competing for talent and assets with not only REITs, but with companies in the highly competitive gaming industry |
Consistent Support for our Say-on-Pay Proposal
| 1 | Medical Properties Trust Inc. was removed from the peer group, and Rexford Industrial Realty, Inc. was identified as a suitable addition to the peer group based on the selection criteria above. |
Consistent Support for our Say-on-Pay Proposal
While each peer is not entirely comparable to the Company, we believe on a blended basis our current peer group provides the most accurate representation of the Company’s operations and is appropriate particularly given that: ✓ The peer group is over-weighted towards net lease REITs (represents two-thirds of the peer group) ✓ Our implied equity market capitalization and total enterprise value were above the median of the peer group In establishing the 2024 compensation program, the Committee utilized peer group compensation data to understand the Company’s pay levels and structure as compared to the market. Although the Committee does not target a certain percentile of
Consistent Support for our Say-on-Pay Proposal
compensation, we believe it is important to understand the competitive landscape to effectively assess each executive officer’s total compensation opportunity, pay mix and our governance practices. We strive to ensure that our compensation program and opportunities remain equitable and competitive, while also considering other factors such as overall market trends, shareholder feedback, internal equity and Company performance. Risk Assessment In establishing and reviewing our executive compensation program, we consider, among other things, whether the program properly motivates executives to focus on the creation of shareholder value without encouraging unnecessary or excessive risk taking. To this end, the Committee carefully reviews the principal components of executive compensation. Base salaries are reviewed annually. Annual incentive pay is focused on the achievement of certain specific overall financial performance goals and is determined using multiple criteria with established maximum payouts. The other major component of our executive officers’ compensation comprises long-term incentives provided through equity awards which we believe is important to help further align our executives’ interests with those of our shareholders and other stakeholders. The Committee believes that these cash and incentive awards, especially when combined with the stock ownership requirements and compensation clawback policy, described in this Proxy Statement under the heading Other Compensation Policies, appropriately balance risk, payment for performance and alignment of executive compensation with the interests of shareholders and other stakeholders without encouraging unnecessary or excessive risk taking. Overview of 2024 Compensation Elements of Compensation The 2024 compensation program was heavily weighted toward performance-based compensation utilizing several different performance metrics. The mix of cash versus equity-based incentive awards, fixed versus variable compensation, and service-based vesting versus performance-based vesting of equity incentive awards was designed to ensure that management was, and remained, appropriately incentivized across a number of different business and economic environments. In addition, our program included both internal performance measures as well as external performance metrics to ensure that our executives were focused on the Company’s goals as well as its position in the market. The following is a summary of the key elements (with a more detailed description of each element provided below):
Consistent Support for our Say-on-Pay Proposal
| Component | Description | Objective | Strategic Rationale | | Base Salary | Fixed cash compensation | Provide competitive fixed compensation considering the job responsibilities, individual performance, skills and experience | Designed to attract and retain executives with the experience and skills necessary to implement and execute the Company’s growth strategy | | Annual Performance Cash Awards | Cash compensation with 90% tied to achievement of pre-determined performance goals and 10% tied to qualitative performance | Provide variable incentives targeting specific annual goals for the year based on prior year results and specific strategic objectives | Motivates the achievement of short-term corporate objectives that are aligned with our annual budget and business plan and aligns executive and shareholder interests | | Long-Term Fixed Equity Awards | Annual equity awards with time-based vesting equally over a three-year period | Supplement fixed compensation with long-term vesting to enhance retention and encourage long-term growth by subjecting recipients to the same market fluctuations as shareholders | Aligns executive and shareholder interests and rewards long-term stock performance | | Long-Term Performance-Based Equity Awards | Annual equity award with three-year cliff vesting based on TSR measured against the US MSCI Index and triple-net REIT peers | Provide a significant portion of total potential compensation tied to superior long-term stock performance | Aligns executive and shareholder interests and rewards long-term stock performance with no payout for under-performance and capped payouts during periods of negative absolute TSR |
Consistent Support for our Say-on-Pay Proposal
Base Salary The base salaries of our executives are designed to compensate them for services rendered during the fiscal year and, consistent with our pay for performance philosophy, executives receive a significant portion of their overall targeted compensation in a form other than a fixed base salary. Although the Company does not generally benchmark against any particular percentile of base salaries of comparable executives within the Company’s peer group, we set salaries that are competitive with our peers so that the Company can attract and retain high-performing executives, including certain executives with experience in the gaming industry. In addition, we recognize that it is critical that executives have the experience necessary to identify and resolve the complex tax, accounting, legal and regulatory issues inherent in the type of transactions engaged in by the Company. Base salaries are then further adjusted for certain qualitative factors, including: specific position duties and responsibilities; tenure with the Company; individual contributions; value to the Company; and the overall reasonableness of an executive’s compensation. Set forth below are the base salaries for each of the NEOs in effect as of the end of fiscal year 2024, which included adjustments for Mr. Moore in recognition of his promotion to President in September 2024.
Consistent Support for our Say-on-Pay Proposal
Annual Performance Cash Awards For 2024, the Committee adopted an annual cash bonus program designed to motivate the executive officers and other members of the management team to achieve certain Company growth objectives and near-term strategic priorities. These goals are critical to our long-term success and are designed to be challenging and rigorous to ensure that we remain focused on sustained growth and our overall business strategy. Additionally, the Committee considered best practices and governance standards in designing our cash bonus program. The annual cash bonus program has historically been based on the achievement of a number of specific performance criteria focused on the Company’s annual strategic goals and business plan, including specific AFFO and dividend targets. The performance assessment for 2024 was based on the following structure:
Consistent Support for our Say-on-Pay Proposal
| ● | 2024 AFFO Growth Hurdles: To earn any payout under the 2024 AFFO growth metric, our earnings must be equal to or above the prior year’s results and at least $0.02 higher than the prior year’s maximum hurdle. |
Consistent Support for our Say-on-Pay Proposal
| Executive | Actual Bonus Percent of Base Salary | Actual Payment | | Chairman and Chief Executive Officer | 175% | $3,164,819 | | President, Chief Operating Officer and Secretary | 143% | $875,000 | | Chief Financial Officer and Treasurer | 131% | $689,063 | | Senior Vice President and Chief Investment Officer | 131% | $564,375 | | Senior Vice President and Chief Development Officer | 131% | $564,375 |
Consistent Support for our Say-on-Pay Proposal
Long-Term Performance-Based Equity Awards While the annual cash bonus program was designed to incentivize the Company’s management team to achieve specific near-term internal Company goals, the long-term performance equity award program was designed to focus the management team on the Company’s long-term performance in relation to the broader REIT indices. We believe that having a majority of compensation structured as equity compensation motivates executives to increase the long-term value of the Company by aligning a significant portion of their total compensation with the interests of the Company’s shareholders. We also believe that equity compensation is a critical tool in attracting and retaining executives with the type of entrepreneurial spirit that has been and will continue to be integral to the Company’s success. Awards have three-year cliff vesting with the number of restricted shares vested at the end of the three-year period determined based on the Company’s performance during such period measured against its peers. More specifically, the percentage of shares vesting at the end of the measurement period is based on the Company’s three-year TSR ranking among the three-year return of the companies included in (1) the MSCI US REIT index, and (2) a triple-net REIT group(1) that includes publicly-traded REITs with revenues primarily derived from triple-net leases. The performance hurdles and levels of opportunity for performance-based restricted stock awards granted in 2024 are set forth below. The awards provide for linear vesting in between achievement levels with vesting capped at target if TSR over the three-year performance period is negative.
Consistent Support for our Say-on-Pay Proposal
| Level | Relative TSR Hurdles (%) | Payout Percentage | | Below Threshold | < 25th percentile | 0% | | Threshold | 25th percentile | 50% | | Target | 50th percentile | 100% | | Maximum | 75th percentile | 200% |
Consistent Support for our Say-on-Pay Proposal
| Executive | Target Performance-Based Equity Awards(1) | | Chairman and Chief Executive Officer | 110,000 | | President, Chief Operating Officer and Secretary | 44,000 | | Chief Financial Officer and Treasurer | 36,000 | | Senior Vice President and Chief Investment Officer | 30,000 | | Senior Vice President and Chief Development Officer | 30,000 |
Consistent Support for our Say-on-Pay Proposal
| (1) The target number of performance-based equity awards is split equally between awards based on the MSCI REIT Index and the net lease REIT group. |
Consistent Support for our Say-on-Pay Proposal
The performance awards granted in January 2022 were each earned as of December 31, 2024 with (i) the maximum payout as a result of the Company’s relative TSR ranking compared to the MSCI US REIT index and (ii) 95.4% of the maximum payout as a result of the Company’s relative TSR ranking compared to the net lease REIT group, each for the measurement period. The following table shows the status of the performance awards granted in each of 2022 through 2024.
Consistent Support for our Say-on-Pay Proposal
| Program | Performance Period | Performance Metric | Actual Performance | Status as of 12/31/24 | | 2024 Performance Awards | January 2024-December 2026 | Relative TSR vs. MSCI US REIT Index and Select Triple-Net Lease REITs | Matures 12/31/2026 | ● vs. MSCI US REIT Index: Tracking 87% ● vs. Select Triple-Net Lease REITs: Tracking 154% ● Absolute TSR: No payout reduction | | 2023 Performance Awards | January 2023-December 2025 | Relative TSR vs. MSCI US REIT Index and Select Triple-Net Lease REITs | Matures 12/31/2025 | ● vs. MSCI US REIT Index: Tracking 65% ● vs. Select Triple-Net Lease REITs: Tracking 91% ● Absolute TSR: No payout reduction | | 2022 Performance Awards | January 2022-December 2024 | Relative TSR vs. MSCI US REIT Index and Select Triple-Net Lease REITs | ● vs. MSCI US REIT Index: 82nd percentile ● vs. Select Triple-Net Lease REITs: 73rd percentile ● Absolute TSR: 19.12% | ● vs. MSCI US REIT Index: 200% earned ● vs. Select Triple-Net Lease REITs: 190% earned ● Absolute TSR: No payout reduction |
Consistent Support for our Say-on-Pay Proposal
We believe that this long-term performance-based equity incentive program complements the annual cash incentive program by providing the appropriate balance between performance-based cash and performance-based equity awards. Long-Term Service-Based Equity Awards In addition to the long-term performance-based equity awards, we also grant service-based awards with long-term vesting that serve as a critical retention tool and are directly correlated with the Company’s share price performance. Awards vest at a rate of 33.33% per year and are generally subject to continued employment. Our service-based equity awards are granted as a set number of shares per year, with periodic modifications to reward executives for performance or increased responsibilities. This further aligns our executive officers with our shareholders as the value of their equity awards can only increase (or decrease) with any changes in share price year-over-year and subjects them to the same market fluctuations as our shareholders. The number of shares of restricted stock awarded to each NEO for 2024 was as follows:
Consistent Support for our Say-on-Pay Proposal
Policies Relating to Grant of Certain Equity Awards We do not have a practice of granting stock options, and therefore do not have a policy relating to the timing of the grant of options awards. With respect to equity-based awards, we generally grant restricted stock and other full-value awards, and the grant date of such awards is typically the first trading day of the fiscal year. Overview of 2025 Compensation Program Following a review of peer group market data and taking into consideration the promotion of Mr. Moore to the position of President in 2024, the Compensation Committee approved the following changes to our executive compensation structure for 2025:
Consistent Support for our Say-on-Pay Proposal
| ● | No increases in base salary, target bonus, or long-term incentive awards for Mr. Carlino, Chairman and Chief Executive Officer |
Consistent Support for our Say-on-Pay Proposal
| ● | Mr. Moore, President, Chief Operating Officer and Secretary, received a 4,000 share increase in the number of service based restricted stock awards and an 8,000 increase in the number of performance-based restricted stock awards at target in recognition of his promotion to President in September 2024 |
Consistent Support for our Say-on-Pay Proposal
| ● | Recipients of long term equity awards were permitted to elect to have equity awards denominated in long-term incentive units of our operating partnership (“LTIP Units”) or shares of our common stock |
Consistent Support for our Say-on-Pay Proposal
Deferred Compensation The Company does not maintain any defined benefit pension programs for its executives. The Company maintains an elective non-qualified deferred compensation plan for executives. Pursuant to the plan, the Company’s contributions under the plan are 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 notionally 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. The Company generally sets aside separately the amounts deferred by the executives and the matching contributions thereon and, to protect against excess liabilities, invests such amounts in the mutual funds selected by each executive. The deferred compensation program is described in more detail under the heading Gaming and Leisure Properties Inc. Deferred Compensation Plan of this Proxy Statement. Benefits and Perquisites We believe that executives should be offered customary benefits and perquisites that are reasonable relative to the benefits provided to all employees, are consistent with competitive practices among the Company’s peer group and, in certain circumstances, may address a particular reasonable issue or concern of an executive. The standard benefits offered to all of the Company’s employees include medical, dental and vision insurance, group life insurance, short and long-term disability and a 401(k) with certain contributions by the Company. Consistent with the objectives described above, the Company also provides certain executive officers with additional supplemental benefits and perquisites, including in limited instances, use of the Company’s private aircraft where individual circumstances merit. The description and value of such supplemental benefits and perquisites in 2024 can be found on the All Other Compensation Table of this Proxy Statement. Employment Agreements and Severance Plan We currently have no employment agreements in place with any of our executives. However, on January 29, 2019, the Compensation Committee of the Board adopted the Executive Change in Control and Severance Plan (the “CiC and Severance Plan”). The purpose of the CiC and Severance Plan is to provide certain of the Company’s management team designated by the Compensation Committee (the “Covered Executives”) with compensation and benefits in the event of a termination of employment by the Company without Cause or resignation by the employee for Good Reason or termination of employment due to death or Disability (as such terms and other defined terms used below are defined in the CiC and Severance Plan). Each of our NEOs is eligible to participate in the CiC and Severance Plan.
Compensation Committee
| Name and Principal Position | Year | Salary ($) | Stock Awards – Time-Based ($) (1) | Stock Awards – Performance- Based ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (4) | Total ($) | | Peter M. Carlino Chairman and Chief Executive Officer | 2024 | 1,808,468 | 2,714,250 | 6,320,600 | 3,164,819 | 845,077 | 14,853,214 | | | 2023 | 1,808,468 | 2,864,950 | 7,110,400 | 3,616,934 | 546,915 | 15,947,667 | | | 2022 | 1,808,468 | 2,433,000 | 6,728,700 | 3,458,693 | 560,321 | 14,989,182 | | Brandon J. Moore (5) President, Chief Operating Officer, and Secretary | 2024 | 611,538 | 1,085,700 | 2,528,240 | 875,000 | 85,927 | 5,186,405 | | | 2023 | 600,000 | 1,145,980 | 2,844,160 | 900,000 | 75,760 | 5,565,900 | | | 2022 | 500,000 | 973,200 | 2,446,800 | 717,188 | 66,375 | 4,703,563 | | Desiree A. Burke Chief Financial Officer and Treasurer | 2024 | 525,000 | 888,300 | 2,068,560 | 689,063 | 75,975 | 4,246,898 | | | 2023 | 525,000 | 937,620 | 2,327,040 | 787,500 | 66,989 | 4,644,149 | | | 2022 | 430,000 | 778,560 | 1,957,440 | 616,781 | 60,625 | 3,843,406 | | Matthew J. Demchyk Senior Vice President, Chief Investment Officer | 2024 | 430,000 | 740,250 | 1,723,800 | 564,375 | 31,023 | 3,489,448 | | | 2023 | 430,000 | 781,350 | 1,939,200 | 645,000 | 40,022 | 3,835,572 | | | 2022 | 420,000 | 729,900 | 1,835,100 | 602,438 | 58,625 | 3,646,063 | | Steven L. Ladany Senior Vice President, Chief Development Officer | 2024 | 430,000 | 740,250 | 1,723,800 | 564,375 | 64,100 | 3,522,525 | | | 2023 | 430,000 | 781,350 | 1,939,200 | 645,000 | 59,370 | 3,854,920 | | | 2022 | 390,000 | 729,900 | 1,835,100 | 559,406 | 53,375 | 3,567,781 |
Compensation Committee
| Year | Summary Compensation Total for CEO (1)(2) | Compensation Actually Paid to CEO (3) | Average SCT Total for Non-CEO NEOs (1)(2) | Average Compensation Actually Paid to Non-CEO NEOs (3) | Value of Initial Fixed $100 Investment based on: | | Net Income | AFFO per Diluted Share (5) | | | | | | | TSR (4) | Peer Group TSR (4) | | | | 2024 | 14,853,214 | 16,044,359 | 4,111,319 | 4,464,248 | 153.44 | 123.47 | 784.6 | 3.77 | | 2023 | 15,947,667 | 14,771,611 | 4,475,135 | 4,070,334 | 147.56 | 113.54 | 734.3 | 3.69 | | 2022 | 14,989,182 | 28,441,757 | 3,940,203 | 7,443,508 | 146.17 | 99.82 | 684.7 | 3.55 | | 2021 | 13,407,438 | 20,650,901 | 3,395,082 | 5,189,844 | 128.80 | 132.23 | 534.0 | 3.44 | | 2020 | 11,665,763 | 16,277,705 | 3,567,439 | 3,519,908 | 105.44 | 92.43 | 505.7 | 3.45 |
Compensation Committee
| (3) In accordance with SEC rules, the Compensation actually paid (“CAP”) reflected in this column is computed by replacing the amounts in the “Time Based Stock Awards” and “Performance Based Stock Awards” column of the SCT for each year from the “SCT Total” column of this table with the following amounts: (i) the fair value as of the last day of the reporting year of unvested equity awards (or portions thereof) that were granted during such year, (ii) as of the last day of the reporting year, the change in fair value of unvested equity awards granted in prior years that remain unvested as of the last day of such year compared to the last day of the previous reporting year, (iii) as of the applicable vesting date, the change in fair value of equity awards that vested during the reporting year compared to the last day of the previous reporting year, (iv) as of the applicable vesting date the fair value of stock awards that were granted and vested during the reporting year, and (v) the value of dividends paid in cash on performance based stock awards that vested during the reporting year. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our CEO or other NEOs during the applicable year. In accordance with Item 402(v) of Regulation S-K, CAP for our CEO and Average CAP for our other NEOs for the year ended December 31, 2024 was computed as follows: |
Compensation Committee
| | Peter M. Carlino | Median Employee | | Total compensation | $14,853,214 | $436,837 | | Pay Ratio | | 34.0 |