DEF 14A of Churchill Downs Inc

Filed Mar 12, 2026 · FY20250001193125-26-104118

Open on EDGAR

Election of Directors
Election of Directors The following table sets forth information relating to the Class III director nominees of the Company who are proposed to the shareholders for election to serve as directors for a term of three (3) years, expiring at the 2029 annual meeting of shareholders, and thereafter until their respective successors shall be duly elected and qualified or until the earlier of their resignation, death or removal.
Class III—Nominated for Terms Expiring in 2029(1)(2)
Class III—Nominated for Terms Expiring in 2029(1)(2)
Class III—Nominated for Terms Expiring in 2029(1)(2)
| Douglas C. Grissom | | | Age: 58 Director since 2017 | Background, Skills and Experience Mr. Grissom is a Senior Advisor on Madison Dearborn Partners’ (“MDP”) Technology & Government Solutions team. Prior to February 2024, Mr. Grissom served as a Managing Director on MDP’s Business & Government Software and Services team. Prior to joining MDP, he was with Bain Capital, McKinsey & Company, and Goldman Sachs. Through MDP, Doug has previously served on the Board of Directors at @stake, Aderant, Asurion, BlueCat Networks, Cbeyond, CoVant Technologies, Fieldglass, Fleet Complete, Great Lakes Dredge & Dock, Intelsat, LGS Innovations, Lightspeed Systems, LinQuest Corporation, and Neoworld. Outside MDP, he is a Board Member at Amherst College, Endeavor Southeast, Harvard Business School Fund Council, Harvard Business School Midwest Advisory Board, James Graham Brown Foundation, Kentucky Squash Racquets Association, Louisville Brands, Louisville Squash Plus, Princeton Theological Seminary, and the West End School. Key Qualifications and Experience Mr. Grissom has extensive financial and board experience within a variety of industries. Mr. Grissom also has extensive private equity, mergers and acquisitions, and finance experience through his years of experience as an investment banker, consultant, and investor. | | Daniel P. Harrington | | | Age: 70 Director since 1998 | Background, Skills and Experience Mr. Harrington serves as the President and Chief Executive Officer of HTV Industries, Inc., a private holding company with diversified business interests that include manufacturing, distribution, technology, and banking. Mr. Harrington also serves as a Trustee of The Veale Foundation. Previously, Mr. Harrington has served as a Director of First Guaranty Bank, First State Financial Corporation, and Portec Rail Products, Inc. (serving on its Audit and Compensation Committees). Key Qualifications and Experience Mr. Harrington has extensive financial, accounting, and chief executive experience within a variety of industries. He also has board, compensation, and audit experience, including serving for years as the Audit Chair for the Company and qualifies as an Audit Committee Financial Expert. |
Class III—Nominated for Terms Expiring in 2029(1)(2)
| (1) Except as noted with respect to Mr. Grissom, there has been no change in principal occupation or employment of any Class III director during the past 5 years. |
Class III—Nominated for Terms Expiring in 2029(1)(2)
| (2) Summaries above include directorships at any time within the last 5 years in companies with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subject to the requirements of Section 15(d) of the Exchange Act or companies registered under the Investment Company Act of 1940 and, in the case of certain nominees, other present or former directorships or positions considered significant by them. |
Class III—Nominated for Terms Expiring in 2029(1)(2)
The Board of Directors has no reason to believe that any of the nominees will be unavailable to serve as a director. If any nominee should become unavailable before the Annual Meeting, the persons named in the proxy, or their substitutes, reserve the right to vote for substitute nominees selected by the Board of Directors.
Class III—Nominated for Terms Expiring in 2029(1)(2)
| 2026 Proxy Statement | | 9 |
Continuing Directors
Continuing Directors The following tables set forth information relating to the Class I and Class II directors of the Company who will continue to serve as directors until the expiration of their respective terms of office and until their respective successors are duly elected and qualified.
Class I—Terms Expiring in 2027(1)(2)
Class I—Terms Expiring in 2027(1)(2)
Class I—Terms Expiring in 2027(1)(2)
| William C. Carstanjen | | | Age: 58 Director since 2015 | Background, Skills and Experience Mr. Carstanjen was named the Company’s twelfth Chief Executive Officer in August 2014 and appointed to the Board of Directors in July 2015. Mr. Carstanjen served as the Company’s President and Chief Operating Officer (2011-2014), the Company’s Chief Operating Officer (2009-2011) and as Executive Vice President, General Counsel and Chief Development Officer for the Company (2005-2009). Mr. Carstanjen joined the Company in July 2005 after serving as an executive with General Electric Company. Mr. Carstanjen began his career as an attorney with Cravath, Swaine & Moore LLP in New York City, specializing in mergers and acquisitions, corporate finance, and corporate governance. Mr. Carstanjen brings a wealth of experience and knowledge to his leadership role at the Company. Throughout his tenure, Mr. Carstanjen has led the Company’s diversification strategy into its online business lines, historical horse racing operations and regional casino gaming, as well as led the growth of the Kentucky Oaks and Kentucky Derby events. Mr. Carstanjen is a Director of Glenview Trust Company and the American Gaming Association. Key Qualifications and Experience Mr. Carstanjen has many years of leadership, strategy, mergers and acquisition, corporate finance, corporate governance and legal experience. He brings a wealth of experience and knowledge through his leadership roles at the Company. | | Karole F. Lloyd | | | Age: 67 Director since 2018 | Background, Skills and Experience Mrs. Lloyd was elected to the Board of Directors in 2018 and serves as Chair of the Audit Committee and a member of the Nomination and Governance Committee. Mrs. Lloyd has served on the Board of Directors of Aflac Inc. since January 2017 and is chair of the Audit and Risk Committee and a member of the Executive Committee, Finance and Investment Committee, and Corporate Development Committee of the Aflac Inc. Board of Directors. Mrs. Lloyd is the retired Vice Chair and Southeast Regional Managing Partner for Ernst & Young LLP (“EY”). From 2009 through 2016, she served as a member of the US Executive Board, Americas Operating Executive, and the Global Practice Group for EY. In her 37-year career at EY, Mrs. Lloyd served many of EY’s clients through mergers, IPOs, acquisitions, divestitures, and across numerous industries including banking, insurance, consumer products, healthcare, transportation, real estate, manufacturing, and retail. Mrs. Lloyd has been active in the Atlanta community, working with the Metro Atlanta Chamber of Commerce and The Rotary Club of Atlanta. She was previously the Chair of the Atlanta Symphony Orchestra Board of Directors. Mrs. Lloyd is active in supporting many colleges and universities throughout the southeast, including serving on the President’s Advisory Council and the Board of Visitors at the University of Alabama. Mrs. Lloyd received her NACD cyber-risk oversight certification in 2022. Key Qualifications and Experience Ms. Lloyd has extensive accounting and advisory experience that includes financial reporting, regulatory compliance, internal audit, and risk management to go along with her leadership skills. She also brings experience from serving as a public company board member and qualifies as an Audit Committee Financial Expert. |
Class I—Terms Expiring in 2027(1)(2)
| 10 | | 2026 Proxy Statement |
Class I—Terms Expiring in 2027(1)(2)
| Paul C. Varga | | | Age: 62 Director since 2020 | Background, Skills and Experience Mr. Varga was appointed to the Board of Directors on February 25, 2020. Mr. Varga served as the Chairman and Chief Executive Officer of Brown-Forman Corporation, a public global spirits and wine company, from August 2007 until his retirement in December 2018. He served as President and Chief Executive Officer of Brown-Forman Beverages, a division of Brown-Forman Corporation, from 2003 to 2007, and as Global Chief Marketing Officer for Brown-Forman Spirits from 2000 to 2003. Mr. Varga currently serves on the Board of Directors of Macy’s, Inc. as Lead Independent Director and as a member of both the Compensation and Management Development Committee and Finance Committee. He previously served on the Board of Directors of Brown-Forman Corporation from 2003 until July 2019. Key Qualifications and Experience In addition to Mr. Varga’s many years of leadership experience in the role of chief executive officer and as a public company board member, he also has considerable expertise and experience in corporate finance, strategy, building brand awareness, product development, marketing, distribution, and sales. |
Class I—Terms Expiring in 2027(1)(2)
| (1) There has been no change in principal occupation or employment of any Class I director during the past 5 years. |
Class I—Terms Expiring in 2027(1)(2)
| (2) Summaries above include directorships at any time within the last 5 years in companies with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subject to the requirements of Section 15(d) of the Exchange Act or companies registered under the Investment Company Act of 1940 and, in the case of certain nominees, other present or former directorships or positions considered significant by them. |
Class II—Terms Expiring in 2028(1)(2)
Class II—Terms Expiring in 2028(1)(2)
Class II—Terms Expiring in 2028(1)(2)
| R. Alex Rankin | | | Age: 70 Director since 2008 | Background, Skills and Experience Mr. Rankin is the Chairman of the Board of Sterling G. Thompson Company, LLC, a private insurance agency and broker, and the President of Upson Downs Farm, Inc., a thoroughbred breeding and racing operation. He is also Vice Chairman and Director of Glenview Trust Company, a private Trust and Investment Management Company, and a member and former Steward of The Jockey Club. Mr. Rankin is a former Trustee and Chairman of the James Graham Brown Foundation, a private, non-profit foundation that fosters the well-being, quality of life, and image of Louisville and Kentucky by actively supporting and funding projects in the fields of civic affairs, economic development, education, and health and general welfare, which since 1954 has awarded over 3,200 grants totaling over $620 million. Key Qualifications and Experience Mr. Rankin has expertise in finance and risk management. He also has years of experience in, and a deep understanding of, the thoroughbred horseracing industry. | | Andréa Carter | | | Age: 56 Director since 2022 | Background, Skills and Experience Ms. Carter was appointed to the Board of Directors on December 15, 2022. She has amassed over 25 years of professional experience in the field of human resources across multiple industries and major organizations and is currently serving as Executive Vice President and Chief Human Resources Officer for Allstate Corporation based in Chicago. Prior to joining Allstate in May 2025, Ms. Carter served as Senior Executive Vice President and Chief Human Resources Officer for Global Payments, Inc. in Atlanta. Ms. Carter was Chief Human Resources Officer for Habitat for Humanity and has held various executive Human Resources roles at Ralph Lauren, Newell Rubbermaid, and The Home Depot. She holds a bachelor’s degree in interdisciplinary studies from Tennessee State University and is a graduate of the Executive Leadership Council Class of 2022. Ms. Carter has been recognized with a number of distinctions and awards in recent years, which include: Atlanta Business Chronicle, “Women who Mean Business,” Atlanta Magazine, “Women Making a Mark,” Savoy Magazine, “Power 300 Most Influential Black Executives,” Women’s Inc., “Most Influential Women Execs in Corporate America,” and is a 2021 recipient of the UNCF MASKED award (Mankind Assisting Students Kindle Educational Dreams). Key Qualifications and Experience Ms. Carter has extensive leadership and human resources experience across multiple public companies. |
Class II—Terms Expiring in 2028(1)(2)
| (1) Except as noted with respect to Ms. Carter, there has been no change in principal occupation or employment of any Class II director during the past 5 years. |
Class II—Terms Expiring in 2028(1)(2)
| (2) Summaries above include directorships at any time within the last 5 years in companies with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subject to the requirements of Section 15(d) of the Exchange Act or companies registered under the Investment Company Act of 1940 and, in the case of certain nominees, other present or former directorships or positions considered significant by them. |
Class II—Terms Expiring in 2028(1)(2)
| 2026 Proxy Statement | | 11 |
Director Compensation for Fiscal Year Ended December 31, 2025
Director Compensation for Fiscal Year Ended December 31, 2025 During 2025, each non-employee director of the Board of Directors received the compensation set forth below (all fees shown are annual fees). After considering market data and the input of the Compensation Committee’s independent compensation consultant, the Company increased the Retainer Fee from $75,000 to $105,000 and the Stock Award from $155,000 to $205,000 and eliminated the Meeting Fee that was provided to reimburse travel expenses for directors not residing in Louisville, Kentucky.
Director Compensation for Fiscal Year Ended December 31, 2025
| | Retainer Fee ($)(1) | Stock Awards ($)(2) | Chairman Fee ($) | Non-Chairman Fee ($) | | Board of Directors | 105,000 | 205,000 | 155,000(3) | | | Compensation Committee | | | 25,000 | 12,500 | | Nominating and Governance Committee | | | 20,000 | 10,000 | | Audit Committee | | | 35,000 | 15,000 |
Director Compensation for Fiscal Year Ended December 31, 2025
| (1) Retainer fee is paid in arrears, in equal quarterly installments. |
Director Compensation for Fiscal Year Ended December 31, 2025
| (2) Each non-employee director received a grant of restricted stock units (“RSUs”), with an aggregate grant date fair value of $205,000. Each non-employee director may elect to receive all or a portion of such grant as restricted stock (“RSAs”), which are legally issued common stock at the time of grant, with certain restrictions placed on them. |
Director Compensation for Fiscal Year Ended December 31, 2025
| (3) Represents an additional fee for serving as non-employee Chairman of the Board of Directors. |
Director Compensation for Fiscal Year Ended December 31, 2025
In accordance with the fees described above, in 2025, we provided the following compensation to our non-employee directors. Occasionally, a spouse or other guest may accompany a non-employee director on corporate aircraft when the aircraft is already scheduled for business purposes and can accommodate additional passengers. In those cases, there is no aggregate incremental cost to the Company and, as a result, no amount is reflected in the compensation table below. Mr. Carstanjen, our Chief Executive Officer (“CEO”), is not separately compensated for his service on our Board. Please see the 2025 Summary Compensation Table on page 42 for a summary of the compensation paid to our CEO with respect to 2025.
Director Compensation for Fiscal Year Ended December 31, 2025
| Name | Fees earned or paid in cash ($) | Stock Awards ($)(3) | Total ($) | | Ulysses L. Bridgeman, Jr.(1) | 28,750 | 0 | 28,750 | | Andréa Carter | 127,500(2) | 205,000 | 332,500 | | Douglas C. Grissom | 137,500(2) | 205,000 | 342,500 | | Daniel P. Harrington | 145,000(2) | 205,000 | 350,000 | | Karole F. Lloyd | 150,000 | 205,000 | 355,000 | | R. Alex Rankin | 260,000 | 205,000 | 465,000 | | Paul C. Varga | 132,500 | 205,000 | 337,500 |
Director Compensation for Fiscal Year Ended December 31, 2025
| (1) Mr. Bridgeman served on the Board until his death on March 11, 2025. |
Director Compensation for Fiscal Year Ended December 31, 2025
| (2) The Churchill Downs Incorporated 2005 Deferred Compensation Plan allows directors to defer receipt of all or part of their retainer and meeting fees in a deferred share account until after their service on the Board has ended. This account allows the director, in effect, to invest all or part of his or her deferred cash compensation in Company Common Stock. Funds in this account are credited as hypothetical shares of Common Stock based on the market price of the stock at the time the compensation would otherwise have been earned. Hypothetical dividends are reinvested |
Director Compensation for Fiscal Year Ended December 31, 2025
| 2026 Proxy Statement | | 13 |
Director Compensation for Fiscal Year Ended December 31, 2025
| in additional shares based on the market price of the stock on the date dividends are paid. All shares in the deferred share accounts are hypothetical and are not issued or transferred until the director ends his or her service on the Board. Upon the end of Board service, the shares are issued or transferred to the director. Payout options under the plan are limited to either a single lump sum payment or equal annual installments over a term not to exceed ten years. In 2025, Mr. Grissom deferred all of his 2025 directors’ fees into a deferred share account under the plan, while Mr. Bridgeman deferred 50% of his 2025 directors’ fees into a deferred share account under the plan. As of December 31, 2025, Ms. Carter had 866 deferred shares, Mr. Grissom had 12,176 deferred shares, and Mr. Harrington had 71,790 deferred shares. |
Director Compensation for Fiscal Year Ended December 31, 2025
| (3) On April 24, 2025, each then-serving non-employee director received a grant of RSUs or RSAs, valued in the amount of $205,000, calculated based upon the closing price of a share of Common Stock on the date of grant. The RSUs or RSAs vest one year from the date of grant, subject to the director’s continued service through the vesting date. If RSUs are awarded, at the time a director ceases being a director of the Company, the Company will issue one share of Common Stock for each vested RSU held by such director. As of December 31, 2025, Mr. Bridgeman had 0 RSUs and 0 RSAs, Ms. Carter had 3,558 RSUs, Mr. Grissom had 18,000 RSUs, Mr. Harrington had 51,562 RSUs, Ms. Lloyd had 13,182 RSUs and 2,330 RSAs, Mr. Rankin had 51,562 RSUs, and Mr. Varga had 10,201 RSUs. |
Executive Summary
Executive Summary The Company has been creating extraordinary entertainment experiences for over 150 years, beginning with the Company’s most iconic and enduring asset, the Kentucky Derby. Headquartered in Louisville, Kentucky, the Company has expanded through the acquisition, development, and operation of live and historical racing entertainment venues, the growth of the online wagering businesses, and the acquisition, development, and operation of regional casino gaming properties. Our long-term success depends on our ability to attract, engage, motivate and retain highly talented executives and key employees to achieve our strategic plans and deliver financial returns to shareholders over both the short-term and long-term. One of the key objectives of our executive compensation program is to link executives’ pay to their performance and their advancement of the Company’s long-term performance and business strategies. Other objectives include aligning the executives’ interests with those of shareholders and encouraging high-performing executives to remain with the Company over the course of their careers. We believe that the amount of compensation for each NEO reflects each individual’s extensive management experience, high performance and exceptional service to the Company and our shareholders. We also believe that the Company’s compensation strategies have been effective in attracting executive talent and promoting performance and retention. This CD&A describes the Company’s executive compensation policies and programs and how these policies and programs apply to our NEOs. It also describes the actions and decisions of the Compensation Committee (or, in this CD&A and related tables, “Committee”), which oversees the executive compensation program and determines the compensation of the NEOs. A detailed discussion of the Committee’s structure, roles and responsibilities, and related matters can be found under “Compensation Committee” on pages 17-19. Our long-term incentive goals are based on operational results that the Committee believes help drive Company and shareholder success over multi-year performance periods. Certain metrics the Company uses for incentive purposes are as follows (Please refer to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Form 10-K for the fiscal year ended December 31, 2025 for reconciliation of these metrics to the most directly comparable GAAP measures, and the discussion of the Company’s Executive Annual Incentive Plan (“EAIP”) beginning on page 34 and the Company’s Executive Long-Term Incentive Plan (“ELTI”) beginning on page 36):
Executive Summary
| ● | Cash Flow Metric—Cash Flow Metric for compensation purposes for the three-year performance for our 2023 performance stock units (“PSUs”) under the ELTI was $1,903.8 million, which is approximately 117.4% of the Cash Flow Metric target of $1,621.0 million under the ELTI; and |
Executive Summary
| ● | Total Shareholder Return—Total Shareholder Return from January 1, 2023 to December 31, 2025, the three-year performance period for our 2023 PSUs under the Company’s ELTI, was 7%. |
Key 2025 Compensation Actions
| Compensation Component | Link to Business and Talent Strategies | 2025 Compensation Actions | | Base Salary (Page 33) | • Competitive base salaries help attract and retain executive talent. | • Market-based increases of 3% for Mr. Mudd, Ms. Dall, Mr. Blackwell, and Ms. Adams, with Mr. Carstanjen’s base salary remaining the same as compared to 2024. | | Annual Cash Incentive (Page 34) | • Focus executives on achieving annual financial and non-financial results that are considered key indicators of financial and operational performance. • Annual cash incentives are earned based on achievement of Adjusted EBITDA and other strategic, operational and financial measures. | • The target opportunities for all NEOs remained the same as compared to 2024. • Annual cash incentive awards were earned at 128% of target for Mr. Carstanjen, Mr. Mudd, Ms. Dall, and Mr. Blackwell and 103% of target for Ms. Adams due to strong Company and executive performance. | | Long-Term Equity Incentive Compensation (Page 36) | • 2025 annual equity-based awards consist of PSUs and RSUs. • 2025 PSUs vest based on achievement of 3-year Cumulative Adjusted EBITDA and 3-year Cumulative Cash Flow metrics that are considered key indicators of long-term performance, with vesting adjusted based on relative total shareholder return (“TSR”) performance to additionally incorporate a measure of shareholder value creation over the performance period. • RSUs provide focus on stock price growth and serve our talent retention objectives. | • Merit and market-based increases to each NEO, except for Ms. Adams who did not receive a 2025 equity-based award. • The target value of the equity award mix is generally balanced between PSUs (50%) and RSUs (50%). • 2025 PSUs are subject to a multi-year performance period and will be earned based on goals relating to Adjusted EBITDA (weighted 50%) and Cash Flow (weighted 50%) measured over the 2025-2027 performance period, with a relative TSR modifier of +/- 25% for TSR performance over the 2025-2027 performance period. • RSUs vest over three years in equal annual installments. |
Executive Compensation Philosophy and Core Principles
| | What We Do | | What We Don’t Do | | ✓ | Generally Target Median Compensation Among Peer Group | × | No Employment Agreements | | ✓ | Executive Stock Ownership Guidelines | × | No Re-pricing of SARs or Stock Options | | ✓ | PSUs Vesting over Multi-year Performance Period | × | No Excessive Perquisites | | ✓ | Capped Bonus Payments under EAIP | × | No Service Based Defined Benefit Pension Plans | | ✓ | Capped PSU Vesting Levels | × | No Excise Tax Gross Ups upon Change in Control | | ✓ | Payouts Tied to Individual and Company Performance, with Majority of Payout Determined by Pre-Established Formula and Goal | | | | ✓ | Use of an Independent Compensation Consultant | | | | ✓ | Anti-Hedging Policy Applicable to Directors and Employees | | | | ✓ | Annual Say-on-Pay Vote | | |
Executive Compensation Philosophy and Core Principles
| ● | Motivate and reward executives for achieving exceptional performance supportive of creating value for shareholders over the long-term. |
Role of Management and Independent Advisors
| ● | Assisting with the review of pay and performance and the evaluation of payouts under the Company’s annual and long-term incentive programs; |
Role of Management and Independent Advisors
| ● | Assisting with the review and evaluation of non-employee director compensation; |
Role of Management and Independent Advisors
| ● | Assisting the Committee in identifying similarly-situated peer group companies; |
Role of Management and Independent Advisors
| ● | Assisting the Committee in evaluating future equity grants and cash compensation for the NEOs, including the CEO. |
Factors Used to Evaluate Pay Decisions
| ● | Comparisons among the executive’s peers at the peer group companies, generally with a target of median among peers; |
Factors Used to Evaluate Pay Decisions
| ● | The recruitment and development of talent in a competitive market; |
Factors Used to Evaluate Pay Decisions
| ● | Target annual incentive opportunities based on the Company’s annual goals with regard to the executive’s position, as approved by the Committee; and |
Factors Used to Evaluate Pay Decisions
| ● | Long-term incentive opportunities driven by the perceived level of contribution expected of the executive toward achieving the Company’s growth objectives. |
Factors Used to Evaluate Pay Decisions
Each element of compensation is evaluated independently based on the role of that component in achieving the Company’s overall compensation objectives, with an emphasis on long-term incentives and retention. In making executive pay decisions, the Committee considers the advice and experience of FW Cook, its independent advisor, and the CEO to evaluate the reasonableness of executive pay. While the Committee considers input from its independent advisor and the CEO, all of the decisions with respect to the Company’s executive compensation programs are made by the Committee alone and may reflect factors and considerations other than the information and recommendations provided by management or its independent advisor. In addition, the CEO does not make recommendations with respect to his own compensation. The Committee determines pay levels and practices based on the talent needs of the organization as defined by our strategy of growing and diversifying revenues and with the guidance of the Committee’s independent advisor. The Committee believes that it is important for the Company to provide a competitive compensation program and the Committee, with the assistance of the Committee’s independent advisor, conducts periodic reviews of compensation relative to similarly-situated businesses, which can lead to adjustments in compensation and program offerings. The compensation peer group was selected to represent a reasonable match to the Company in terms of size and business characteristics. The group consists of public, similarly sized gaming and entertainment companies, where the median net income and market capitalization approximate the Company’s net income and market capitalization. The Company periodically reviews the peer group and adjusts, as deemed necessary, for continued appropriateness as a market reference for informing executive compensation levels. The Company’s peer group for 2025 was as follows, which did not change as compared to the 2024 peer group:
Factors Used to Evaluate Pay Decisions
| Fiscal 2025 Peer Group | | Aristocrat Leisure Limited (ALL) | | Boyd Gaming Corporation (BYD) | | Caesars Entertainment, Inc. (CZR) DraftKings Inc. (DKNG) | | Flutter Entertainment PLC (FLTR) | | Gaming and Leisure Properties Inc. (GLPI) | | MGM Resorts International (MGM) | | PENN Entertainment, Inc., Inc. (PENN) | | Red Rock Resorts Inc. (RRR) | | Light & Wonder, Inc. (LNW) | | Wynn Resorts, Limited (WYNN) |
Components of Compensation
| | | Motivation | | | | | Element of Compensation | Attraction | Short-Term | Long-Term | Alignment with Stockholder Interests | Retention | | Base Salary | ✓ | ✓ | | | ✓ | | Annual Incentive Compensation | ✓ | ✓ | | ✓ | ✓ | | Long-Term Incentive Compensation | ✓ | | ✓ | ✓ | ✓ |
Base Salary
Base Salary The Committee’s philosophy is that base salaries should meet the objectives of attracting and retaining the executive talent needed to grow the business and create shareholder value. Upon promotion or other adjustment of responsibilities, executives receive base pay increases that are intended to be commensurate with their new role or responsibilities, the pay levels for colleagues at similar levels in the organization and market pay practices, with increases thereafter based on an assessment of performance and the competitive market. Peer group market analyses were performed for each of the NEO positions, generally targeting the median compensation levels among our peer group. Based on the above considerations, the Committee set the following base salaries for the NEOs for 2025:
Executive Annual Incentive Plan
Executive Annual Incentive Plan Our executive annual incentive plan is designed to motivate and reward our NEOs for achieving annual performance objectives by tying the majority of the EAIP award to attainment of a pre-established financial goal. We believe this program supports our “pay-for-performance” culture. 75% of the target EAIP award is determined formulaically based on corporate Adjusted EBITDA performance, and the remaining 25% is based on a qualitative assessment of the attainment of other financial, strategic, operational and individual goals established by the Committee. The Committee utilized Adjusted EBITDA as elements in both the Company’s EAIP and ELTI in recognition that Adjusted EBITDA is viewed as a core driver of the Company’s performance and shareholder value creation. In designing the Company’s executive compensation program, the Committee supplemented this measure with additional performance measures in order to strike an appropriate balance with respect to incentivizing top-line growth, profitability, non-financial business imperatives and shareholder returns over both the short-term and long-term horizons.
Qualitative Component (25%)
| ● | The strengthening of relationships with investors and analysts that has increased shareholder engagement and created substantial support for long-term shareholder value creation. |
Qualitative Component (25%)
| ● | The ongoing strengthening of the Company’s leadership team and development of team members with varied backgrounds across the Company to support long-term sustainable business growth. |
Summary of 2025 EAIP Awards
| Name | Target Incentive Award as a Percentage of Salary(1) | Target Incentive Award in ($) | Maximum Incentive Award as a Percentage of Salary | Maximum Incentive Award in ($) | Actual 2025 Incentive Award in ($) | | William C. Carstanjen | 250% | 4,500,000 | 500% | 9,000,000 | 5,763,331 | | William E. Mudd | 125% | 1,591,350 | 250% | 3,182,700 | 2,038,106 | | Marcia A. Dall | 110% | 1,045,000 | 220% | 2,090,000 | 1,338,374 | | Bradley K. Blackwell | 100% | 775,000 | 200% | 1,550,000 | 992,574 | | Maureen Adams | 90% | 596,756 | 180% | 1,193,512 | 615,101 |
Long-Term Incentives
Long-Term Incentives The objective of the Company’s long-term incentive compensation program is to support the entrepreneurial mindset desired of management by the Board of Directors by providing an opportunity to earn significant equity in the Company for achieving significant performance improvements. The Company maintains the ELTI, pursuant to which the NEOs may earn variable equity payouts based upon the Company achieving certain key performance metrics. While the purpose of the ELTI is to provide participants with a long-term incentive program that is designed to be market-competitive and provides long-term incentives on a regular, predictable, and annual basis, participation each year is at the discretion of the Committee. Eligible participants (as determined by the Committee) may be members of the Company’s senior executive team and/or such other executives and key contributors as the Committee may designate from time to time. As and to the extent determined by the Committee as part of the annual compensation planning process for participants, the CEO will participate in the ELTI at a rate determined by the Committee. No individual will have an automatic right to participate in the ELTI. Factors considered when making grants include the compensation practices within the peer group, potential succession planning considerations, the retentive element of the existing ELTI awards held by the potential participant and Company and individual performance. The Committee and senior management monitor the Company’s equity grant practices to evaluate whether such policies comply with governing regulations and are consistent with good corporate practices. When making regular annual equity grants, the Committee’s practice is to approve them at its meeting in February of each year as part of the annual compensation review and after results for the preceding fiscal year become available. Because the Committee’s regular meeting schedule is determined in the prior fiscal year, the proximity of any awards to other significant corporate events is coincidental. In addition, the Committee may make grants at any time during the year it deems appropriate, including with respect to new hires or transitions. A summary of the 2025 terms and applicable award opportunities, granted by the Committee to the NEOs, is provided below. During the beginning of 2025, the CEO recommended employees (other than with respect to himself) to the Committee for participation in the ELTI for 2025 and their respective specific levels of proposed participation. Awards granted to eligible employees under the ELTI may be in the form of RSUs, PSUs, or both. To pursue the key objective of linking executive compensation with Company performance, the Committee generally aims to deliver at least 50% of the grant value of the 2025 awards as PSUs. The Committee approved the 2025 RSU awards and PSU awards (for the 36-month performance period of January 1, 2025 through December 31, 2027) on February 6, 2025. The 2025 awards are as follows. The Committee approved target LTI
Long-Term Incentives
| 36 | | 2026 Proxy Statement |
Long-Term Incentives
awards for the NEOs as follows: Mr. Carstanjen, $12,000,000; Mr. Mudd, $4,000,000; Ms. Dall, $2,300,000; and Mr. Blackwell, $1,700,000. In light of the existing retentive hold of her existing compensation arrangements and long-term succession planning considerations, Ms. Adams did not participate in the 2025 LTI program. Once the target LTI awards were established, the number of shares subject to the 2025 RSU awards and the 2025 PSU awards was determined based on the closing stock price as of February 6, 2025. The table below sets forth the number of shares subject to the RSUs and PSUs granted to each NEO, which were based on an allocation of approximately 50% RSUs and 50% PSUs. The table also reflects the grant date fair value of the RSUs and PSUs for accounting purposes. Because the accounting value for the PSUs is based on the Monte-Carlo simulation model using the stock price as of the PSU grant date of March 10, 2025, the grant date fair value of the PSUs for accounting purposes may differ from the target LTI award.
Long-Term Incentives
| | RSUs | | PSUs | | Total | | | Executive Officer | # | $(1) | # | $(2) | # | $(3) | | William C. Carstanjen | 48,675 | 6,000,167 | 48,674 | 5,443,213 | 97,349 | 11,443,380 | | William E. Mudd | 16,227 | 2,000,302 | 16,225 | 1,814,442 | 32,452 | 3,814,744 | | Marcia A. Dall | 9,330 | 1,150,109 | 9,330 | 1,043,374 | 18,660 | 2,193,483 | | Bradley K. Blackwell | 6,897 | 850,193 | 6,896 | 771,180 | 13,793 | 1,621,373 |
Long-Term Incentives
| (1) The grant date fair value of the time-vesting RSUs was calculated utilizing the closing price of the Company’s Common Stock as of February 6, 2025 multiplied by the total number of time-vesting RSUs granted. |
Long-Term Incentives
| (2) The grant date fair value for the PSUs was calculated based on the probable achievement of the performance goals and a Monte-Carlo simulation model, which factors in the value of the relative TSR modifier (defined below) that is applied to the award before the share-based payment vests. The PSUs represent the target opportunity, and corresponding fair value, available to the grantees should the Company achieve the pre-determined performance metrics. Actual shares that vest pursuant to the PSUs may be more or less given the performance on the selected metrics discussed below. |
Long-Term Incentives
| (3) Peer group market analyses were performed by FW Cook for the NEO positions, and NEO long-term incentive levels were adjusted after considering those analyses, as deemed appropriate by the Committee. Consistent with the Company’s compensation philosophy, adjustments to the target long-term incentive levels were made to better position their long-term incentives compared to the peer group and based on individual and Company performance. |
Long-Term Incentives
With respect to the PSU awards in the table above, performance will be based on the following three performance measures during the 36-month period from January 1, 2025 through December 31, 2027 (the “Performance Period”):
Long-Term Incentives
| 1) | 3-Year Cumulative Adjusted Earnings before Interest, Tax, Depreciation and Amortization (“Adjusted EBITDA”) (50% weight). Adjusted EBITDA measured during the three-year period beginning as of the start of the Performance Period relative to the pre-established goals set for such measurement period, will be derived from the Company’s consolidated financial statements with any necessary adjustments similar to those described further below; |
Long-Term Incentives
| 2) | 3-Year Cumulative Cash Flow Metric (“Cash Flow Metric”) (50% weight). Cumulative Cash Flow (i.e. the sum of the free cash flows from the annual periods ending December 31 of each of 2025, 2026, and 2027, respectively, where the Cash Flow Metric goals are set at the beginning of each of those three periods) will also be derived from the Company’s consolidated financial statements with any necessary adjustments similar to those described further below; and |
Long-Term Incentives
| 3) | Relative Total Shareholder Return Modifier. The Company’s TSR modifier will be determined by ranking the return on the Company’s shares against those of the companies in the Russell 1000 index, in each case, over the Performance Period. The PSU awards determined by the Adjusted EBITDA and Cash Flow Metric performance goals described above will then be adjusted based on the Company’s relative TSR performance, by increasing the PSU awards by 25% if the Company’s TSR is in the top quartile of the Russell 1000 index, decreasing the PSU awards by 25% if the Company’s TSR is in the bottom quartile of the Russell 1000 index, and providing no change to the PSU awards if the Company’s TSR is in the middle two quartiles. |
Long-Term Incentives
The maximum number of PSUs that can be earned for the Performance Period is 250% of target, with payout for each performance measure determined by a payout curve, as achievement that lies between two goals will be interpolated. At the end of the Performance Period, the Committee will review performance achieved on each pre-established performance measure. The Committee determined to measure the Adjusted EBITDA performance measure applicable to the 2025 PSUs over three years instead of over a two-year period like the 2024 PSUs in order to increase the long-term focus of the program.
Long-Term Incentives
| 2026 Proxy Statement | | 37 |
Long-Term Incentives
With respect to the RSU awards, the RSUs vest in one third (1/3) increments on each of December 31, 2025, December 31, 2026, and December 31, 2027 respectively, subject to the executive’s continued employment through the applicable vesting date or as otherwise provided for in the underlying award agreement. The Committee elected to cash-settle the portion of the 2025 RSU awards vesting on December 31, 2025 for Mr. Carstanjen, Mr. Mudd, and Mr. Blackwell. The cash amounts paid to the participating NEOs with respect to the 2025 RSU awards vesting on December 31, 2025 were based upon the closing price of the Company’s Common Stock on December 31, 2025 ($113.78 per share). Mr. Carstanjen had elected to defer settlement of 50% of the portion of the 2025 RSU awards vesting on December 31, 2025 and Ms. Dall had elected to defer settlement of the entire portion of the 2025 RSU awards vesting on December 31, 2025, in each case pursuant to the Amended and Restated Churchill Downs Incorporated Equity Award Deferral Plan. With respect to the performance period and related PSU awards under the ELTI for January 1, 2023 through December 31, 2025, the actual performance was certified by the Committee at its February 2026 meeting (with a TSR at 7%, in the top 65% of the Russell 2000 over the performance period) as set forth below:
Long-Term Incentives
| $ in Millions | Target | Maximum | Actual | % of Target | Projected Payout | Weighted Payout | | 2-year Cumulative Adjusted EBITDA: | $2,165.0 | $2,598.0 | $2,183.1 | 100.8% | 102.8% | 51.4% | | 3-year Cumulative Cash Flow Metric: | $1,621.0 | $1,945.2 | $1,903.8 | 117.4% | 174.4% | 87.2% | | Total Weighted Payout: | | 138.6% | | | | | | TSR Modifier: | | 100% | | | | | | Target Multiplier: | | 138.6% | | | | |
Long-Term Incentives
| • | Adjusted EBITDA—as defined in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Form 10-K for the fiscal year ended December 31, 2025. |
Long-Term Incentives
| | 2023 | 2024 | | Adjusted EBITDA for Compensation Purposes ($ in millions) | $1,023.9 | $1,159.2 |
Long-Term Incentives
| • | Cash Flow Metric—Our cash flow metric is defined as Cash Flows from Operating Activities and Discontinued Operations in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Form 10-K for the fiscal year ended December 31, 2025, not including the impact from the change in restricted cash, plus distributions of capital from equity investments less capital maintenance expenditures. |
Long-Term Incentives
| $ in millions | 2023 | 2024 | 2025 | | Cash Flow from Operating Activities | $605.3 | $771.7 | $769.8 | | Operating Activities of Discontinued Operations | $0.5 | $1.0 | $N/A | | Capital Maintenance Expenditures | $(77.7) | $(83.6) | $(70.2) | | Change in Restricted Cash | $12.0(1) | $0.1 | $(10.7) | | Proceeds from Equity Transaction | N/A | $(14.4) | $N/A | | Cash Flow Metric | $540.1 | $674.8 | $688.9 |
Long-Term Incentives
| (1) Change in Restricted Cash excludes receipt of proceeds from the pending United Tote Company equity transaction. |
Long-Term Incentives
| • | Total Shareholder Return—defined as the Company’s stock price as of the end of the measurement period, assuming reinvestment of dividends, divided by the Company’s stock price as of the beginning of the measurement period. The Company’s Total Shareholder Return for the period January 1, 2023 through December 31, 2025 was 7%. |
Long-Term Incentives
| 38 | | 2026 Proxy Statement |
Long-Term Incentives
Based on the performance achievement as discussed above, the participating NEOs received PSUs as follows:
Long-Term Incentives
| Name (1) | Target PSU Award | Target Multiplier | PSU Payout (1) | | William C. Carstanjen | 27,222 | 138.6% | 37,726 | | William E. Mudd | 12,010 | 138.6% | 16,644 | | Marcia A. Dall | 8,808 | 138.6% | 12,207 | | Bradley K. Blackwell | 4,404 | 138.6% | 6,103 | | Maureen Adams | 4,404 | 138.6% | 6,103 |
Long-Term Incentives
| (1) In 2026, the Committee offered the cash-settlement of the 2023 PSU awards to each then-serving NEO. Mr. Carstanjen and Mr. Mudd accepted the Committee’s offer to settle the awards in cash. Accordingly, in February 2026, the 2023 PSU awards were settled in cash after certification by the Committee that the Company achieved the required level of performance. The cash amounts paid to the participating NEOs with respect to the 2023 PSU awards were based upon the closing price of the Company’s Common Stock on February 5, 2026 ($93.69 per share). Ms. Dall and Mr. Blackwell elected to receive settlement of the awards in Company Common Stock. |
Deferred Compensation and Other Benefits
Deferred Compensation and Other Benefits The Company’s philosophy is to provide retirement and savings benefits to executives which are commonly provided by other public companies. The benefits available to executives include: 401(k). The Company maintains the Churchill Downs Incorporated 401(k) Retirement Plan (the “401(k) Retirement Plan”), which is a profit sharing plan that is intended to be a qualified retirement plan under Section 401(a) of the Internal Revenue Code (the “Code”). The 401(k) Retirement Plan allows all employees who meet the eligibility requirements to become participants. Participants may make salary deferral contributions pursuant to Section 401(k) of the Code up to limits prescribed by the plan and the Code. The Company makes matching contributions with respect to such salary deferrals at a rate of 100% on the first 3% of compensation deferred and 50% on deferrals in excess of 3% of compensation deferred but no more than 5% of compensation deferred. Salary deferral contributions and matching contributions are fully vested at all times. Participants are allowed to direct investment of their accounts under the 401(k) Retirement Plan into as many as 27 investment options. All assets of the 401(k) Retirement Plan are held in a trust that is intended to be qualified under Section 501 of the Code. Equity Award Deferral Plan. The Company maintains the Amended and Restated Churchill Downs Incorporated Equity Award Deferral Plan (the “Deferral Plan”). Under the Deferral Plan, certain individual employees who are management or highly compensated employees of the Company may elect to defer settlement of equity awards granted to them pursuant to the 2016 Plan or the Churchill Downs Incorporated 2025 Omnibus Stock and Incentive Plan (the “2025 Plan”) that are due to be earned and that would otherwise be settled with respect to a given year pursuant to the terms of an equity award agreement between the Company and such employees. The Deferral Plan permits participants approved by the Committee to elect to have their earnings on their balances under the plan be calculated based on deemed investment allocations other than notional investments in Company Common Stock. Please see the 2025 Nonqualified Deferred Compensation Table, on page 47, and the accompanying narrative below for further information regarding the Deferral Plan. Allowances and Other Benefits. The Company’s standard, non-cash executive benefits are Company-paid premiums on executive term life insurance and an optional supplemental long-term disability income plan for each NEO. These plans provide benefits which are similar to those provided to eligible employees, but extend the benefit levels to reflect the income of the executive officers. To address safety concerns, our Board of Directors approved a requirement that our CEO and his spouse use Company-owned aircraft for all air travel, including both business travel and personal travel. Additionally, for security and time-management reasons, certain other NEOs of the Company may occasionally travel on corporate aircraft for personal reasons. We report the incremental costs to the Company of such use in the 2025 Summary Compensation Table. Occasionally, a spouse or other guest may accompany executive officers on corporate aircraft when the aircraft is already scheduled for business purposes and can accommodate additional passengers. In those cases, there is no aggregate incremental cost to the Company and, as a result, no amount is reflected in the 2025 Summary Compensation Table for such instances. Additionally, we also provide certain security services to our CEO. The Committee believes these expenses are for the Company’s benefit and are an integral part of our risk management program to address potential security concerns. However, because these expenses may be viewed as conveying a personal benefit to our CEO, SEC disclosure rules require
Deferred Compensation and Other Benefits
that we include these expenses in the total value of personal benefits paid to our CEO, and the aggregate incremental costs of the Company for these expenses are accordingly reported in the “All Other Compensation” column of the 2025 Summary Compensation Table. Post-Termination Arrangements. The Committee believes that arrangements that provide benefits upon termination or a change in control of the Company support the goals of attracting and retaining qualified executives. Such benefits include clarifying the terms of employment and reducing the risks to the executive where the executive believes that either the Company may undergo a merger or be acquired. In addition, the Committee believes that such agreements align the interests of executives with the interests of shareholders if a qualified offer to acquire the Company is made, in that each of the executives would likely be aware of or involved in any such negotiation and it is to the benefit of shareholders to have the executives negotiating in the best interests of the Company without regard to their personal financial interests. The Committee has adopted forms of Executive Change in Control, Severance and Indemnity Agreements (the “Change in Control Agreements”) applicable to the NEOs. The terms of the Change in Control Agreements were determined after considering market data and the input of the Committee’s independent compensation consultant at the time. The Change in Control Agreements provide, subject to the Company receiving a general release of claims from the executive, severance benefits in the event the executive’s employment is terminated (i) by the Company other than for “Cause” (as defined in the Change in Control Agreements) or due to “Disability” (as defined in the Change in Control Agreements) or death or (ii) by the executive for “Good Reason” (as defined in the Change in Control Agreement), with enhanced benefits for a termination in connection with a “Change in Control” (as defined in the Change in Control Agreement). All equity-based awards in effect at the time of termination for the aforementioned reasons will remain governed by the applicable plan or award agreement. The Change in Control Agreements do not provide for any tax gross-ups for excise taxes payable following a Change in Control. In connection with the announcement of her retirement, Ms. Adams entered into a Memorandum of Understanding with the Company, which provided for (i) a 2025 bonus under the EAIP, with payout determined based on actual performance for the year, (ii) continued vesting with respect to her outstanding RSU awards and PSU awards as if she remained employed with the Company through the last applicable vesting date and based on actual performance with respect to her PSU awards, (iii) a retention payment of $550,000, subject to her continued employment through December 31, 2025, and (iv) the termination of her Change in Control Agreement. The Company entered into the Memorandum of Understanding to induce Ms. Adams to remain with the Company through December 31, 2025 to allow for an orderly transition of her responsibilities and to minimize disruption within the organization. Please see the “Potential Payments Upon Termination or Change of Control” section for a summary of the severance benefits payable to the NEOs under their applicable Change in Control Agreements.
2025 Summary Compensation Table
2025 Summary Compensation Table
2025 Summary Compensation Table
| 2025 SUMMARY COMPENSATION TABLE |
2025 Summary Compensation Table
The following table provides information regarding compensation earned by our Chief Executive Officer, President & Chief Operating Officer, Executive Vice President and Chief Financial Officer, Executive Vice President and General Counsel and Executive Vice President, Gaming Operations (sometimes referred to in this proxy statement as the “Named Executive Officers” or “NEOs”) in 2025, 2024 and 2023.
2025 Summary Compensation Table
| Name and Principal Position | Year | Base Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | William C. Carstanjen Chief Executive Officer | 2025 | 1,800,000 | -0- | 11,443,380 | 5,763,331 | 166,128 | 19,172,839 | | | 2024 | 1,776,923 | -0- | 6,585,361 | 6,714,460 | 26,919 | 15,103,663 | | | 2023 | 1,626,923 | -0- | 7,051,043 | 3,511,979 | 21,689 | 12,211,634 | | William E. Mudd President and Chief Operating Officer | 2025 | 1,265,949 | -0- | 3,814,744 | 2,038,106 | 90,687 | 7,209,486 | | | 2024 | 1,230,462 | -0- | 2,905,577 | 2,305,298 | 21,561 | 6,462,898 | | | 2023 | 1,184,615 | -0- | 3,111,080 | 1,824,405 | 20,175 | 6,140,275 | | Marcia A. Dall Executive Vice President and Chief Financial Officer | 2025 | 944,091 | -0- | 2,193,483 | 1,338,374 | 76,354 | 4,552,302 | | | 2024 | 915,156 | -0- | 2,130,886 | 1,508,817 | 28,539 | 4,583,398 | | | 2023 | 885,961 | -0- | 2,281,448 | 1,194,073 | 22,945 | 4,384,427 | | Bradley K. Blackwell Executive Vice President and General Counsel | 2025 | 770,192 | -0- | 1,621,373 | 992,574 | 22,225 | 3,406,364 | | | 2024 | 742,308 | -0- | 1,065,443 | 1,119,077 | 20,212 | 2,947,040 | | | 2023 | 684,615 | -0- | 1,140,724 | 851,389 | 18,746 | 2,695,474 | | Maureen Adams Former Executive Vice President, Gaming Operations | 2025 | 659,349 | 550,000(4) | -0- | 615,101 | 32,932 | 1,857,382 | | | 2024 | 640,865 | -0- | 1,065,443 | 864,487 | 26,895 | 2,597,690 | | | 2023 | 617,308 | -0- | 1,140,724 | 684,152 | 21,317 | 2,463,501 |
2025 Summary Compensation Table
| (1) In accordance with the SEC executive compensation disclosure rules, the amounts shown in 2025 for stock awards represent the grant date fair value of such awards determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”), but disregarding the estimate of forfeitures, in connection with service-based RSUs and PSUs granted pursuant to the ELTI to each of our NEOs in 2025. The amounts included in the Stock Awards column for the PSUs granted during 2025 are calculated based on the probable satisfaction of the performance conditions for such awards as of the date of grant. Assuming the highest level of performance is achieved for the 2025 PSUs, the maximum value of such PSUs at the grant date would be as follows: Mr. Carstanjen—$13,331,809; Mr. Mudd—$4,444,028; Ms. Dall—$2,555,487; and Mr. Blackwell—$1,888,814. See Note 10 to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for a discussion of the relevant assumptions used in calculating the amounts reported for 2025. |
2025 Summary Compensation Table
| (2) Amounts in this column represent payments for performance under the EAIP. The NEOs received their 2025 EAIP awards in February 2026. |
2025 Summary Compensation Table
| (3) The table below shows the components of this column for 2025, which include the Company match for each individual’s defined contribution plan contributions, life insurance premiums, supplemental long-term disability insurance premiums, perquisites and other personal benefits. |
2025 Summary Compensation Table
| (4) On June 25, 2025, Ms. Adams notified the Company of her decision to retire from the Company effective December 31, 2025. To incentivize Ms. Adams to remain employed with the Company through December 31, 2025, the Company awarded Ms. Adams a retention award, with payment contingent on Ms. Adams’ continued employment through December 31, 2025. |
2025 Summary Compensation Table
| 42 | | 2026 Proxy Statement |
Grants of Plan-Based Awards for Fiscal Year Ended December 31, 2025
Grants of Plan-Based Awards for Fiscal Year Ended December 31, 2025
Grants of Plan-Based Awards for Fiscal Year Ended December 31, 2025
| GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR ENDED DECEMBER 31, 2025 |
Grants of Plan-Based Awards for Fiscal Year Ended December 31, 2025
The grants in the following table are generally described in the CD&A, beginning on page 26.
Grants of Plan-Based Awards for Fiscal Year Ended December 31, 2025
| | | | Estimated Future Payout under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payout under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($) | | Name | Approved Date | Grant Date | Threshold ($)(4) | Target ($) | Max ($) | Threshold (#) | Target (#) | Max (#) | | | | William C. Carstanjen | | | 1,687,500 | 4,500,000 | 9,000,000 | | | | | | | | 02/06/2025 | 02/06/2025 | | | | | | | 48,675 | 6,000,167 | | | 02/06/2025 | 03/10/2025 | | | | 18,253 | 48,674 | 121,685 | | 5,443,213 | | William E. Mudd | | | 596,756 | 1,591,350 | 3,182,700 | | | | | | | | 02/06/2025 | 02/06/2025 | | | | | | | 16,227 | 2,000,302 | | | 02/06/2025 | 03/10/2025 | | | | 6,084 | 16,225 | 40,563 | | 1,814,442 | | Marcia A. Dall | | | 391,875 | 1,045,000 | 2,090,000 | | | | | | | | 02/06/2025 | 02/06/2025 | | | | | | | 9,330 | 1,150,109 | | | 02/06/2025 | 03/10/2025 | | | | 3,499 | 9,330 | 23,325 | | 1,043,374 | | Bradley K. Blackwell | | | 290,625 | 775,000 | 1,550,000 | | | | | | | | 02/06/2025 | 02/06/2025 | | | | | | | 6,897 | 850,193 | | | 02/06/2025 | 03/10/2025 | | | | 2,586 | 6,896 | 17,240 | | 771,180 | | Maureen Adams | | | 223,784 | 596,756 | 1,193,512 | | | | | |
Grants of Plan-Based Awards for Fiscal Year Ended December 31, 2025
| (1) Represents annual incentive bonus opportunities under the EAIP for each of the NEOs. See “Executive Annual Incentive Plan” beginning on page 34. Actual bonus payments for 2025 are listed under Non-Equity Incentive Plan Compensation in the 2025 Summary Compensation Table on page 42. |
Grants of Plan-Based Awards for Fiscal Year Ended December 31, 2025
| (2) Represents the PSUs granted under the ELTI to each of the participating NEOs, which vest based on the Company’s performance with respect to Adjusted EBITDA for compensation purposes and a cash flow metric (each measured over the 2025-2027 performance period). The vesting of these awards is also subject to a TSR modifier measured over the 2025-2027 performance period), which could increase or decrease the number of shares earned under an award by 25%, as more fully explained on pages 36-39. |
Grants of Plan-Based Awards for Fiscal Year Ended December 31, 2025
| (3) Represents RSUs granted under the ELTI to each of the participating NEOs, which are scheduled to vest over three years in equal annual installments (on December 31, 2025, December 31, 2026, and December 31, 2027), subject generally to the NEO’s continued employment through the applicable vesting date. The Committee elected to cash-settle the portion of the 2025 RSU awards vesting on December 31, 2025 for Mr. Carstanjen, Mr. Mudd, and Mr. Blackwell. The cash amounts paid to the participating NEOs with respect to the 2025 RSU awards vesting on December 31, 2025 were based upon the closing price of the Company’s Common Stock on December 31, 2025 ($113.78 per share). Mr. Carstanjen had elected to defer settlement of 50% of the portion of the 2025 RSU awards vesting on December 31, 2025 and Ms. Dall had elected to defer settlement of the entire portion of the 2025 RSU awards vesting on December 31, 2025, in each case pursuant to the Amended and Restated Churchill Downs Incorporated Equity Award Deferral Plan. |
Grants of Plan-Based Awards for Fiscal Year Ended December 31, 2025
| (4) The EAIP threshold represents a 50% payout of the pre-established financial performance goal, which constitutes 75% of the target EAIP payout, based upon achievement of the minimum annual Adjusted EBITDA target. The individual performance goal has a range of 0% to 200% payout depending on achievement of goals, which constitutes the remaining 25% of the total EAIP payout and is not included in the threshold. |
Grants of Plan-Based Awards for Fiscal Year Ended December 31, 2025
| 44 | | 2026 Proxy Statement |
Outstanding Equity Awards at Fiscal Year-End for Fiscal Year Ended December 31, 2025
Outstanding Equity Awards at Fiscal Year-End for Fiscal Year Ended December 31, 2025
Outstanding Equity Awards at Fiscal Year-End for Fiscal Year Ended December 31, 2025
| OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR FISCAL YEAR ENDED DECEMBER 31, 2025 |
Outstanding Equity Awards at Fiscal Year-End for Fiscal Year Ended December 31, 2025
The following table provides information regarding unvested stock awards held by each of the NEOs on December 31, 2025. As of such date, none of our NEOs held any outstanding option awards.
Outstanding Equity Awards at Fiscal Year-End for Fiscal Year Ended December 31, 2025
| | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | William C. Carstanjen | 41,665 | 4,740,644 | 76,317 | 8,683,348 | | William E. Mudd | 14,884 | 1,693,502 | 28,421 | 3,233,741 | | Marcia A. Dall | 9,202 | 1,047,004 | 18,274 | 2,079,216 | | Bradley K. Blackwell | 6,089 | 692,806 | 11,368 | 1,293,451 | | Maureen Adams | 1,491 | 169,646 | 4,472 | 508,824 |
Outstanding Equity Awards at Fiscal Year-End for Fiscal Year Ended December 31, 2025
| (1) Represent awards under the ELTI consisting of RSUs and PSUs for continued employment periods from January 1, 2024—December 31, 2027. The 41,665 RSUs for Mr. Carstanjen vest as follows: 25,440 units on December 31, 2026; and 16,225 units on December 31, 2027. The 14,884 RSUs for Mr. Mudd vest as follows: 9,475 units on December 31, 2026; and 5,409 units on December 31, 2027. The 9,202 RSUs for Ms. Dall vest as follows: 6,092 units on December 31, 2026; and 3,110 units on December 31, 2027. The 6,089 RSUs for Mr. Blackwell vest as follows: 3,790 units on December 31, 2026; and 2,299 units on December 31, 2027. The 1,491 RSUs for Ms. Adams vest on December 31, 2026. |
Outstanding Equity Awards at Fiscal Year-End for Fiscal Year Ended December 31, 2025
| (2) Based on the December 31, 2025 closing price of CHDN of $113.78 per share. |
Outstanding Equity Awards at Fiscal Year-End for Fiscal Year Ended December 31, 2025
| (3) Represent awards under the ELTI consisting of PSUs for certain performance periods from January 1, 2024 through December 31, 2027, which are subject to vesting upon meeting the performance criteria at the end of each applicable performance period. The 76,317 PSUs for Mr. Carstanjen are subject to vesting on the following dates: 27,643 units on December 31, 2026 and 48,674 units on December 31, 2027. The 28,421 PSUs for Mr. Mudd are subject to vesting on the following dates: 12,196 units on December 31, 2026 and 16,225 units on December 31, 2027. The 18,274 PSUs for Ms. Dall are subject to vesting on the following dates: 8,944 units on December 31, 2026 and 9,330 units on December 31, 2027. The 11,368 PSUs for Mr. Blackwell are subject to vesting on the following dates: 4,472 units on December 31, 2026 and 6,896 units on December 31, 2027. The 4,472 PSUs for Ms. Adams are subject to vesting on December 31, 2026. For purposes of this table, the PSUs are reported assuming target performance. |
Outstanding Equity Awards at Fiscal Year-End for Fiscal Year Ended December 31, 2025
| 2026 Proxy Statement | | 45 |
Stock Vested for Fiscal Year Ended December 31, 2025
Stock Vested for Fiscal Year Ended December 31, 2025
Stock Vested for Fiscal Year Ended December 31, 2025
| STOCK VESTED FOR FISCAL YEAR ENDED DECEMBER 31, 2025 |
Stock Vested for Fiscal Year Ended December 31, 2025
The following table provides information concerning vesting of stock awards during 2025 for each of the NEOs. None of our NEOs held any stock options during 2025.
Stock Vested for Fiscal Year Ended December 31, 2025
| | Stock Awards | | | | Number of Shares Acquired on Vesting | Value Realized on Vesting(1) | | William C. Carstanjen | 224,182 | $22,716,539 | | William E. Mudd | 125,089 | $12,627,630 | | Marcia A. Dall | 21,235 | $2,170,854 | | Bradley K. Blackwell | 12,995 | $1,370,130 | | Maureen Adams | 10,548 | $1,090,430 |
Stock Vested for Fiscal Year Ended December 31, 2025
| (1) The RSUs vested reflect the market value of the stock on the day the stock vested. In 2026, the Committee offered the then-serving NEOs cash-settlement of the 2023 PSU awards and Mr. Carstanjen and Mr. Mudd accepted the Committee’s offer to settle the awards in cash. Accordingly, in February 2026, the 2023 PSU awards for the participating NEOs were settled in cash after certification by the Committee that the Company achieved the required level of performance, based upon the closing price of the Company’s Common stock on February 5, 2026 ($93.69 per share). Ms. Dall and Mr. Blackwell elected to receive settlement of the awards in Company Common Stock. |
Stock Vested for Fiscal Year Ended December 31, 2025
| 46 | | 2026 Proxy Statement |
Nonqualified Deferred Compensation for Fiscal Year Ended December 31, 2025
Nonqualified Deferred Compensation for Fiscal Year Ended December 31, 2025
Nonqualified Deferred Compensation for Fiscal Year Ended December 31, 2025
| NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR ENDED DECEMBER 31, 2025 |
Nonqualified Deferred Compensation for Fiscal Year Ended December 31, 2025
The following table provides information regarding the Deferral Plan adopted by the Company, effective January 1, 2020 and compensation that had been previously deferred by the NEOs pursuant to the terms of the Company’s legacy nonqualified deferred compensation plan.
Nonqualified Deferred Compensation for Fiscal Year Ended December 31, 2025
| Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings (Losses) in Last Fiscal Year ($) | Aggregate Withdrawals Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(1)(2) | | William C. Carstanjen | | | | | | | Deferral Plan | 887,825 | -0- | (1,366,648) | -0- | 8,923,725 | | Legacy Nonqualified Deferred Compensation Plan | -0- | -0- | -0- | -0- | -0- | | William E. Mudd | | | | | | | Deferral Plan | -0- | -0- | -0- | -0- | -0- | | Legacy Nonqualified Deferred Compensation Plan | -0- | -0- | 230,155 | -0- | 1,467,792 | | Marcia A. Dall | | | | | | | Deferral Plan | 337,699 | -0- | (152,117) | -0- | 1,232,149 | | Legacy Nonqualified Deferred Compensation Plan | -0- | -0- | 60,590 | -0- | 462,313 | | Bradley K. Blackwell | | | | | | | Deferral Plan | -0- | -0- | -0- | -0- | -0- | | Legacy Nonqualified Deferred Compensation Plan | -0- | -0- | 16,115 | -0- | 127,910 | | Maureen Adams | | | | | | | Deferral Plan | -0- | -0- | -0- | -0- | -0- | | Legacy Nonqualified Deferred Compensation Plan | -0- | -0- | 13,511 | -0- | 97,104 |
Nonqualified Deferred Compensation for Fiscal Year Ended December 31, 2025
| (1) Amounts in this column represent the market value of RSUs which vested on December 31, 2025 but were elected to be deferred under the Deferral Plan. For purposes of this disclosure, market value is determined using the December 31, 2025 closing price of CHDN of $113.78 per share. |
Nonqualified Deferred Compensation for Fiscal Year Ended December 31, 2025
| (2) Of the totals in this column, the following totals have been reported in the Summary Compensation Table for the previous three (3) years: |
Nonqualified Deferred Compensation for Fiscal Year Ended December 31, 2025
| Name | 2023 ($) | 2024 ($) | 2025 ($)(1) | | William C. Carstanjen | 1,358,161 | -0- | 887,825 | | William E. Mudd | -0- | -0- | -0- | | Marcia A. Dall | -0- | -0- | 337,699 | | Bradley K. Blackwell | -0- | -0- | -0- | | Maureen Adams | -0- | -0- | -0- |
Nonqualified Deferred Compensation for Fiscal Year Ended December 31, 2025
| (1) Amounts in this column represent the market value of RSUs which vested on December 31, 2025 but were elected to be deferred under the Deferral Plan. For purposes of this disclosure, market value is determined using the December 31, 2025 closing price of CHDN of $113.78 per share. |
Nonqualified Deferred Compensation for Fiscal Year Ended December 31, 2025
| 2026 Proxy Statement | | 47 |
Nonqualified Deferred Compensation for Fiscal Year Ended December 31, 2025
Nonqualified Deferred Compensation for Fiscal Year Ended December 31, 2025 Under the Deferral Plan, an account has been established and maintained for each participant, and each participant’s account has been credited with all RSUs and any applicable dividend equivalents allocated to such participant. In December 2024, the Deferral Plan was amended and restated in order to permit participants approved by the Committee to elect to have their earnings on their balances under the plan be calculated based on deemed investment allocations other than notional investments in Company common stock. A participant’s account under the Deferral Plan will be settled on the earlier of: (i) the participant’s separation from service with the Company or (ii) the date fixed in such participant’s plan participation agreement. The Nonqualified Deferred Compensation table above shows information about the Company’s legacy nonqualified deferred compensation plan. In December 2019, this plan was frozen with respect to future contributions. Participants can elect to receive their deferred compensation balance (i) upon termination of employment through a lump sum payment or (ii) while employed by the Company provided that the initial distribution date is at least five years from the initial participation date, in which case distributions may be made on a monthly basis or in a lump sum.
Nonqualified Deferred Compensation for Fiscal Year Ended December 31, 2025
| 48 | | 2026 Proxy Statement |
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control
| POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL |
Potential Payments Upon Termination or Change of Control
The Company has entered into certain agreements and maintains certain plans that will require the Company to provide compensation to the NEOs in the event of a termination of employment. None of our compensation arrangements with our NEOs provide for single trigger vesting or severance benefit upon a change in control (“CIC”) of the Company without a related or subsequent qualifying termination of employment. The amount of compensation payable to each continuing NEO in each situation as of December 31, 2025 is listed in the table below. Ms. Adams is excluded from the table below as she retired effective December 31, 2025. Please see below for a description of the payments and benefits received by Ms. Adams in connection with her retirement.
Potential Payments Upon Termination or Change of Control
| Name | Cash Severance Payment ($) | Acceleration & Continuation of Equity Awards ($)(1) | Total Benefits ($) | | William C. Carstanjen | | | | | Involuntary or good reason termination | 17,109,770 | 8,683,500(3) | 25,793,270 | | Change in control without termination | -0- | -0- | -0- | | Death or Disability | 4,500,000(2) | 8,683,500(4) | 13,183,500 | | Involuntary or good reason termination within 2 years of a CIC | 17,109,770 | 13,423,992(5) | 30,533,762 | | William E. Mudd | | | | | Involuntary or good reason termination | 5,891,797 | 3,233,969(3) | 9,125,766 | | Change in control without termination | -0- | -0- | -0- | | Death or Disability | 1,591,350(2) | 3,233,969(4) | 4,825,319 | | Involuntary or good reason termination within 2 years of a CIC | 7,324,012 | 4,927,243(5) | 12,251,255 | | Marcia A. Dall | | | | | Involuntary or good reason termination | 2,993,967 | 2,079,292(3) | 5,073,259 | | Change in control without termination | -0- | -0- | -0- | | Death or Disability | 1,045,000(2) | 2,079,292(4) | 3,124,292 | | Involuntary or good reason termination within 2 years of a CIC | 3,991,467 | 3,126,219(5) | 7,117,686 | | Bradley K. Blackwell | | | | | Involuntary or good reason termination | 2,331,069 | 1,293,565(3) | 3,624,634 | | Change in control without termination | -0- | -0- | -0- | | Death or Disability | 775,000(2) | 1,293,565(4) | 2,068,565 | | Involuntary or good reason termination within 2 years of a CIC | 3,106,069 | 1,986,257(5) | 5,092,326 |
Potential Payments Upon Termination or Change of Control
| (1) Represents the market value as of December 31, 2025 of stock awards accelerated or continued in each scenario. For purposes of this disclosure, market value is determined using the December 31, 2025 closing price of CHDN of $113.78 per share. |
Potential Payments Upon Termination or Change of Control
| (2) Represents the pro rata bonus for the year of death or disability based on the target bonus the executive was eligible to receive for that year. |
Potential Payments Upon Termination or Change of Control
| (3) Represents (i) continued vesting of all unvested RSUs as of the termination date, plus (ii) continued vesting of all PSUs based on performance through the entire performance period, pro-rated for the time the NEO was employed during that performance period. For purposes of this table, all PSUs values are based on target performance. |
Potential Payments Upon Termination or Change of Control
| (4) Represents (i) accelerated vesting of all unvested RSUs as of the termination date, plus (ii) continued vesting of all PSUs based on performance through the entire performance period, pro-rated for the time the NEO was employed during that performance period. For purposes of this table, all PSUs values are based on target performance. |
Potential Payments Upon Termination or Change of Control
| 2026 Proxy Statement | | 49 |
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control
| (5) Represents one hundred percent (100%) of all unvested RSU and PSU awards (based on to-date performance as of the termination date) granted under the 2016 Plan and the 2025 Plan. |
Pay Ratio
Pay Ratio
Pay Ratio
| PAY RATIO |
Pay Ratio
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following disclosure about the relationship of the annual total compensation of our employees to the annual total compensation of Mr. Carstanjen, our Chief Executive Officer. To understand this disclosure, we think it is important to give context to our operations. Our business is seasonal and relies heavily on seasonal, part-time and hourly workers. In addition, our gaming business operation also employs many part time hourly employees. In total, approximately 75.2% of our workforce consists of hourly employees. We strive to create a compensation program that is competitive in terms of both the position and the geographic location in which the employee is located. Accordingly, our pay structures vary among employees based on position and geographic location.
Ratio (2025)
| Median Annual Total Compensation (excluding CEO) | $33,486 | | CEO Annual Total Compensation | $19,172,839 | | Pay Ratio | 573 to 1 |
Ratio (2025)
| PAY VERSUS PERFORMANCE |
Ratio (2025)
| Year (1) | Summary Compensation Table Total for PEO ($) (2) | Compensation Actually Paid to PEO ($) (3) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (2) | Average Compensation Actually Paid to Non-PEO NEOs ($) (3) | Value of Initial Fixed $100 Investment Based On: (4) | | Net Income (Loss) (in millions) ($) | Adjusted EBITDA (in millions) (6) | | | | | | | Total Shareholder Return ($) (4) | Peer Group Total Shareholder Return ($) (5) | | | | 2025 | 19,172,839 | 13,047,095 | 4,256,383 | 3,206,460 | 118.66 | 105.05 | 383.0 | 1,205.3 | | 2024 | 15,103,663 | 20,419,147 | 4,147,757 | 5,452,616 | 138.75 | 108.90 | 426.8 | 1,159.2 | | 2023 | 12,211,634 | 27,983,078 | 3,920,919 | 6,776,749 | 139.80 | 96.34 | 417.3 | 1,023.9 | | 2022 | 12,093,113 | 7,804,678 | 3,849,991 | 2,945,887 | 109.18 | 69.64 | 439.4 | 763.6 | | 2021 | 13,755,283 | 43,164,399 | 4,490,694 | 10,733,870 | 124.01 | 97.17 | 249.1 | 627.0 |
Ratio (2025)
| (3) To calculate “Compensation Actually Paid” under SEC disclosure rules, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. Reconciliations of the adjustments for Mr. Carstanjen and for the average of the other NEOs are set forth in the tables below. Based on the required methodology for calculating “Compensation Actually Paid” under SEC disclosure rules, “Compensation Actually Paid” fluctuates most significantly based on changes in the Company’s stock price during the vesting period of the award. Accordingly, the values shown as “Compensation Actually Paid” reflect the increase or decrease in the value of such equity awards based on our stock price performance and, for the years prior to vesting, do not reflect compensation actually realized or earned by the NEO. Accordingly, the “Compensation Actually Paid” reflected below includes values for equity awards that may not be earned due to failure to satisfy the vesting conditions or may be earned at levels that differ from the amounts reported below based on the stock price as of the vesting date. The assumptions used to calculate the fair value for purposes of determining the “Compensation Actually Paid” are consistent with the methodology used for calculating the grant date fair value for financial reporting purposes and, in the case of PSUs, are valued based on the probable achievement of the performance condition as of the applicable measurement date or, upon vesting, based on actual achievement. |
Relationship Between Pay and Performance
| ● | Relationship Between “Compensation Actually Paid” to the PEO and Average Other NEOs and the Company’s Cumulative TSR— As calculated in accordance with the SEC disclosure rules, Mr. Carstanjen’s “Compensation Actually Paid” was impacted by the effect of the increase in 2021, and 2023, and the decline in 2022, 2024, and 2025, in the Company’s stock price on Mr. Carstanjen’s 7-Year Grant. Similarly, the other NEOs’ “Compensation Actually Paid” was impacted primarily by the effect of the change in stock price on Mr. Mudd’s 7-Year Grant. This relationship is further illustrated in the following chart which shows the alignment between our “Compensation Actually Paid” and TSR performance. |
Relationship Between Pay and Performance
| ● | Relationship Between “Compensation Actually Paid” to the PEO and Average Other NEOs and the Company’s Net Income and Adjusted EBITDA— The “Compensation Actually Paid” to our NEOs is impacted by net income through the use of Adjusted EBITDA as a component in both the Company’s Executive Annual Incentive Plan and Executive Long- Term Incentive Plan. The relationship between “Compensation Actually Paid” and the Company’s net income and Adjusted EBITDA performance is further illustrated in the following chart: |

DEF 14A of Churchill Downs Inc

Election of Directors

Class III—Nominated for Terms Expiring in 2029(1)(2)

Class III—Nominated for Terms Expiring in 2029(1)(2)

Class III—Nominated for Terms Expiring in 2029(1)(2)

Class III—Nominated for Terms Expiring in 2029(1)(2)

Class III—Nominated for Terms Expiring in 2029(1)(2)

Class III—Nominated for Terms Expiring in 2029(1)(2)

Continuing Directors

Class I—Terms Expiring in 2027(1)(2)

Class I—Terms Expiring in 2027(1)(2)

Class I—Terms Expiring in 2027(1)(2)

Class I—Terms Expiring in 2027(1)(2)

Class I—Terms Expiring in 2027(1)(2)

Class I—Terms Expiring in 2027(1)(2)

Class II—Terms Expiring in 2028(1)(2)

Class II—Terms Expiring in 2028(1)(2)

Class II—Terms Expiring in 2028(1)(2)

Class II—Terms Expiring in 2028(1)(2)

Class II—Terms Expiring in 2028(1)(2)

Director Compensation for Fiscal Year Ended December 31, 2025

Director Compensation for Fiscal Year Ended December 31, 2025

Director Compensation for Fiscal Year Ended December 31, 2025

Director Compensation for Fiscal Year Ended December 31, 2025

Director Compensation for Fiscal Year Ended December 31, 2025

Director Compensation for Fiscal Year Ended December 31, 2025

Director Compensation for Fiscal Year Ended December 31, 2025

Director Compensation for Fiscal Year Ended December 31, 2025

Director Compensation for Fiscal Year Ended December 31, 2025

Director Compensation for Fiscal Year Ended December 31, 2025

Director Compensation for Fiscal Year Ended December 31, 2025

Director Compensation for Fiscal Year Ended December 31, 2025

Executive Summary

Executive Summary

Executive Summary

Key 2025 Compensation Actions

Executive Compensation Philosophy and Core Principles

Executive Compensation Philosophy and Core Principles

Role of Management and Independent Advisors

Role of Management and Independent Advisors

Role of Management and Independent Advisors

Role of Management and Independent Advisors

Factors Used to Evaluate Pay Decisions

Factors Used to Evaluate Pay Decisions

Factors Used to Evaluate Pay Decisions

Factors Used to Evaluate Pay Decisions

Factors Used to Evaluate Pay Decisions

Factors Used to Evaluate Pay Decisions

Components of Compensation

Base Salary

Executive Annual Incentive Plan

Qualitative Component (25%)

Qualitative Component (25%)

Summary of 2025 EAIP Awards

Long-Term Incentives

Long-Term Incentives

Long-Term Incentives

Long-Term Incentives

Long-Term Incentives

Long-Term Incentives

Long-Term Incentives

Long-Term Incentives

Long-Term Incentives

Long-Term Incentives

Long-Term Incentives

Long-Term Incentives

Long-Term Incentives

Long-Term Incentives

Long-Term Incentives

Long-Term Incentives

Long-Term Incentives

Long-Term Incentives

Long-Term Incentives

Long-Term Incentives

Long-Term Incentives

Long-Term Incentives

Long-Term Incentives

Long-Term Incentives

Long-Term Incentives

Deferred Compensation and Other Benefits