DEF 14A of Red Rock Resorts, Inc.
Filed Apr 23, 2026 · FY20250001193125-26-173964
2025 Director Compensation
2025 Director Compensation Members of the Board who are employees of the Company do not receive compensation for their service on the Board. The following table sets forth information regarding non-employee director compensation for 2025.
2025 Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(a) | Total ($) | | Robert A. Cashell, Jr. | 147,537 | 199,960 | 347,497 | | Robert E. Lewis | 144,412 | 199,960 | 344,372 | | James E. Nave | 194,412 | 199,960 | 394,372 |
2025 Director Compensation
| (a) Amount reflects the grant date fair value of the stock awards granted during 2025, computed in accordance with Accounting Standards Codification 718 (“ASC Topic 718”), rather than the amounts paid to or realized by the named individual. A total of 3,838 shares were granted to each non-employee director on February 13, 2025, which shares were held by each non-employee director on December 31, 2025, and which shares fully vested on February 13, 2026. |
Non-Employee Director Compensation Structure
Non-Employee Director Compensation Structure In making determinations regarding non-employee director compensation, the Board reviews and considers the reports and recommendations of Pay Governance LLC (“Pay Governance”), as provided from time to time. Our non-employee director compensation program is structured as follows.
Non-Employee Director Compensation Structure
| | Amount ($) | | Base Annual Retainer, all non-employee Board members | 100,000 | | Annual Stock Award* | 200,000 | | Audit Committee Chairman base fee | 35,000 | | Audit Committee Member base fee | 15,000 | | Compensation Committee Chairman base fee | 30,000 | | Compensation Committee Member base fee | 10,000 | | Nominating and Governance Committee Chairman base fee | 20,000 | | Nominating and Governance Committee Member base fee | 10,000 | | Lead Independent Director base fee, in addition to Board membership | 37,500 |
Non-Employee Director Compensation Structure
| * Represents the approximate target grant date fair value of annual stock awards. |
Non-Employee Director Compensation Structure
Directors are reimbursed for reasonable expenses to attend Board and committee meetings. On April 23, 2019, the Board approved a proposal to include in the Amended and Restated 2016 Equity Incentive Plan (the “Equity Incentive Plan”) a limit of $750,000 on the total amount of compensation that can be paid to any non-employee director in respect of any fiscal year. The Equity Incentive Plan was approved by stockholders at the 2019 annual meeting of stockholders. In February of 2025, the Board approved an increase in the grant date fair value of annual stock awards from $185,000 to $200,000 for all non-employee directors.
PROPOSAL 1—ELECTION OF DIRECTORS
PROPOSAL 1—ELECTION OF DIRECTORS The current Board consists of five directors. Our Board recommends that the nominees listed below be elected as members of the Board at the Annual Meeting. Pursuant to our certificate of incorporation, our Board shall be of one class and each director shall serve until his or her successor shall have been duly elected and qualified or, if earlier, until his or her death, resignation or removal. If a nominee becomes unable or unwilling to accept nomination or election, the person or persons voting the proxy will vote for such other person or persons as may be designated by the Board, unless the Board chooses to reduce the number of directors serving on the Board. The Board has no reason to believe that any of the nominees will be unable or unwilling to serve as a director if elected. The following is a brief description of the background and business experience of each of our directors and nominees:
PROPOSAL 1—ELECTION OF DIRECTORS
| Name | Age | Director Since | Position(s) | | Frank J. Fertitta III* | 64 | 2015 | Director | | Lorenzo J. Fertitta* | 57 | 2015 | Director | | Robert A. Cashell, Jr. | 60 | 2015 | Director | | Robert E. Lewis | 80 | 2015 | Director | | James E. Nave. D.V.M. | 81 | 2015 | Director |
PROPOSAL 1—ELECTION OF DIRECTORS
| * Frank J. Fertitta III and Lorenzo J. Fertitta are brothers. |
PROPOSAL 1—ELECTION OF DIRECTORS
Director Nominees Frank J. Fertitta III. Mr. Fertitta has served as CEO since May 2016 and as the Chairman of the Board since its formation in September 2015. Mr. Fertitta has also served as CEO of Station LLC since June 2011 and served as a member of Station Holdco’s board of directors from June 2011 until Station Holdco became member managed in connection with the IPO. Mr. Fertitta also served as President of Station LLC from January 2011 to October 2012. Mr. Fertitta served as Chairman of the board of directors of Station Casinos Inc., the Company’s predecessor (“STN”) from February 1993, CEO of STN from July 1992 and President of STN from July 2008, in each case through June 2011; Mr. Fertitta also served as President of STN from 1989 until July 2000. He has held senior management positions since 1985, when he was named General Manager of Palace Station. He was elected a director of STN in 1986, at which time he was also appointed Executive Vice President and Chief Operating Officer. Mr. Fertitta was also the co-owner of Fertitta Entertainment until the time it was acquired by Station LLC in May 2016, serving as the CEO since April 2011, and the co-owner of Zuffa, LLC until it was sold in August 2016. We believe that Mr. Fertitta’s experience and business expertise in the gaming industry, as well as his position as one of our principal equityholders, give him the qualifications and skills to serve on the Board. Lorenzo J. Fertitta. Mr. Fertitta has served as Vice President since May 2016 and as a member of the Board since its formation in September 2015 and Vice Chairman of the Board since January 2017. He served as a member of Station Holdco’s board of directors from June 2011 until Station Holdco became member managed in connection with the IPO. Mr. Fertitta served as Vice Chairman of the board of directors of STN from December 2003 and as a director from 1991, in each case through June 2011. Mr. Fertitta also served as President of STN from July 2000 until June 2008. Mr. Fertitta was also the co-owner of Fertitta Entertainment until the time it was acquired by Station LLC in May 2016 and the co-owner of Zuffa, LLC until it was sold in August 2016 and served as Chairman and CEO of Zuffa, LLC from June 2008 until August 2016. From 1991 to 1993, he served as Vice President of STN. Mr. Fertitta served as President and CEO of Fertitta Enterprises, Inc. from June 1993 to July 2000, where he was responsible for managing an investment portfolio consisting of marketable securities and real property. Mr. Fertitta served as a member of the board of directors of the Nevada Resort Association from 2001 to 2008. Mr. Fertitta served as a director of the American Gaming Association from December 2005 to May 2008 and as a commissioner on the Nevada State Athletic Commission from November 1996 until July 2000. We believe that Mr. Fertitta’s experience and business expertise in the gaming industry, as well as his position as one of our principal equityholders, give him the qualifications and skills to serve on the Board. Robert A. Cashell, Jr. Mr. Cashell has served as a member of the Board since its formation in September 2015 and served as a member of Station Holdco’s board of directors from June 2011 until Station Holdco became member managed in connection with the IPO. He has been involved in the gaming industry for over 40 years, beginning in management training in 1979 at Boomtown Hotel and Casino in northern Nevada. From 1991 through 1995, Mr. Cashell served as General Manager of the Horseshoe Club in Reno, Nevada. Since 1995, Mr. Cashell also served as President of Northpointe Sierra, Inc. which owned a large travel center and casino in Sparks, Nevada and operated five casinos within the Travel Centers of America and Petro Travel Centers brands in northern and southern Nevada under the brand name Alamo Casino. Since 2001, Mr. Cashell has owned and served as President of Topaz Lodge and Casino in Gardnerville, Nevada. Between 2003 and 2007, Mr. Cashell managed other gaming properties in Nevada on behalf of owners and investment groups. Mr. Cashell is the owner and President of Robert Parker, Inc., which operates the Winners Inn, Pete’s Gambling Hall, Winnemucca Inn and the Sundance Casino in Winnemucca, Nevada. Mr. Cashell is the managing member of Longley Partners, LLC, which owns and operates convenience stores, car washes and Chevron fueling facilities in Reno, Nevada. Mr. Cashell is also a shareholder and director of Winners Gaming, Inc. which operates a gaming route operation in northern Nevada with approximately 60 locations. From 2000 through 2019, Mr. Cashell served as the Chairman of Heritage Bancorp and Heritage Bank of Nevada headquartered in Reno, Nevada until the bank was merged with Glacier Bank and became a division of Glacier Bancorp in 2019. Mr. Cashell is a member of the Glacier Bank and Glacier Bancorp board of directors, serves on its Audit, Compensation and Corporate Governance Committees and is the chairman of its corporate Compliance Committee. Mr. Cashell has been active in local communities and the gaming industry serving on several community boards and trade associations. Mr. Cashell has held numerous gaming licenses issued by the state of Nevada and we believe that Mr. Cashell’s experience and business expertise in the gaming industry give him the qualifications and skills to serve on the Board. Robert E. Lewis. Mr. Lewis has served as a member of the Board since its formation in September 2015 and served as a member of Station Holdco’s board of directors from June 2011 until Station Holdco became member managed in connection with the IPO and as a director of STN from May 2004 until November 2007. While a Director of STN, he served on the Audit and Governance and Compensation Committees. Mr. Lewis has served as president of the Nevada Division of Lewis Management Corp., a builder and owner of rental communities, shopping centers, office buildings and industrial parks of distinction, since December 1999. Mr. Lewis became the president of the Nevada Region of Kaufman and Broad Home Corporation upon the merger of Lewis Homes Management Corp. and Kaufman and Broad Home Corporation in January 1999. He served in that capacity until December 1999. Prior to the merger, Mr. Lewis ran the Nevada operations of the Lewis Homes group of companies and its affiliates for 25 years. He has served as a director for the National Association of Home Builders and as a director and President of the Southern Nevada Home Builders Association from 1987 to 1988. Mr. Lewis served on the Executive Committee of the Nevada Development Authority, served as its Legislative Committee Co-Chairman for a number of years, and was its Secretary from 1995 to 1997. He served as the Chairman of the Las Vegas District Council of the Urban Land Institute from 2002 to 2005 and served on the Clark County Community Growth Task Force from 2004 to 2005. We believe that Mr. Lewis’s experience and business expertise give him the qualifications and skills to serve on the Board. James E. Nave, D.V.M. Dr. Nave has served as a member of the Board since its formation in September 2015 and served as a member of Station Holdco’s board of directors from June 2011 until Station Holdco became member managed in connection with the IPO and as a director of STN from March 2001 until June 2011. During that period, he was the Chairman of the Audit Committee and served on the Governance and Compensation Committees. Dr. Nave has been an owner of the Tropicana Animal Hospital since 1974 and has been the owner and manager of multiple veterinary hospitals since 1976. Dr. Nave served on the board of directors of Bank of
PROPOSAL 1—ELECTION OF DIRECTORS
Nevada (formerly Bank West of Nevada) from 1994 to January 2014. Dr. Nave served on the board of directors of Western Alliance Bancorporation from 2003 to 2020 and served as chairman of the compensation committee from 2003 to 2013, as a member of the audit committee from 2003 to 2015 and as a member of the financial investment committee from 2016 to 2019. Dr. Nave also served as the Director of International Affairs for the American Veterinary Medical Association (the “AVMA”) from July 2001 to July 2013. Previously Dr. Nave served as the Globalization Liaison Agent for Education and Licensing of the AVMA, and he was also the Chairperson of the AVMA’s National Commission for Veterinary Economics Issues from 2001 through July 2007. In addition, Dr. Nave is a member and past President of the Nevada Veterinary Medical Association, the Western Veterinary Conference and the American Veterinary Medical Association. He is also a member of the Clark County Veterinary Medical Association, the National Academy of Practitioners and the American Animal Hospital Association, a member of the board of directors of Veritas Veterinary group and previously served on the Executive Board of the World Veterinary Association and as a member of the board of directors of the Animal Dermatology Group. Dr. Nave was the chairman of the University of Missouri College of Veterinary Medicine Development Committee from 1984 to 1992. He was also a member of the Nevada State Athletic Commission from 1988 to 1999 and served as its chairman from 1989 to 1992 and from 1994 to 1996. We believe that Dr. Nave’s financial and business expertise, including his diversified background of managing and directing a variety of public and private organizations, give him the qualifications and skills to serve on the Board. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE DIRECTOR NOMINEES.
Executive Compensation Practice Highlights
| What We Do | What We Don’t Do | | ✓ Independent Compensation Committee | ☒ Do not reprice or repurchase options without stockholder approval (other than in connection with certain adjustments permitted under our equity compensation plan) | | ✓ Stockholder “say-on-pay” votes on an annual basis | ☒ No pension/supplemental retirement plan payouts for named executive officers | | ✓ Executive session without management at Compensation Committee meetings | ☒ No liberal change in control definition in individual contracts or equity plans which could result in payments to named executive officers without an actual change in control occurring | | ✓ Robust stock ownership guidelines | ☒ No change in control severance payments without involuntary job loss or adverse employment changes | | ✓ Compensation clawback to the extent required by applicable law that applies to our cash and equity incentives | ☒ No excessive severance/change in control payments and benefits | | ✓ Historically have awarded a significant percentage of long-term incentive value in stock options that align with stockholder value | | | ✓ Annual compensation review | |
Executive Compensation Philosophy
| • | Long-term Orientation. Long-term incentives should require longer-than-typical service in order to vest, and the mix of incentives should place emphasis on long-term sustainable growth and profitability. |
Program Overview
| Form of Compensation | Rationale/Purpose | | Base salary | • Provides a competitive, fixed level of cash compensation to attract and retain talented and skilled senior executives. • Recognizes sustained performance, capabilities, job scope, knowledge and experience, and supports internal pay equity. | | Annual cash incentives | • Motivates and rewards achievement of annual objectives that drive stockholder value. • Rewards achievement of financial and other operating goals that provide the foundation for future growth and profitability. | | Stock options | • Aligns executives with stockholders on gains in equity value. • Encourages retention through time-based vesting over four years and a seven-year period to exercise the options. | | Restricted stock | • Provides retention motivation through awards of Company shares. • Encourages executive retention through time-based vesting over four years. | | Executive benefits and certain perquisites | • Facilitates executive health and focus on our business by providing supplemental executive medical and life insurance benefits and tax preparation service and ensures stability of business by providing, in the case of Mr. F. Fertitta only, certain personal security services. |
How We Make Compensation Decisions
| • | Performance Goals. Where appropriate, review and approve corporate and strategic goals and objectives relevant to the compensation of the CEO and the other NEOs and assess the performance of our NEOs against those goals. |
How We Make Compensation Decisions
| • | Equity Awards. Review and approve all equity compensation awards granted by the Company, and review the impact of equity awards on dilution of stockholders relative to peer practices. |
How We Make Compensation Decisions
| employment agreement terms, and competitor compensation levels, in connection with making such determinations and developing such recommendations; and review and approve individual grants of equity awards to our executive officers. In addition, the Compensation Committee considers, as appropriate, views expressed by stockholders on executive compensation matters, including the results of stockholder advisory votes on executive compensation. |
How We Make Compensation Decisions
Role of Executive Officers. The CEO along with the Vice Chairman of the Board are responsible for making recommendations to the Compensation Committee on plan design, financial and applicable strategic performance goals, performance and compensation of other NEOs, and management transitions and succession. No executive officer is otherwise involved in the NEO compensation determinations, and all such determinations are made by the Compensation Committee or the Board, as applicable. Role of Compensation Consultant. Pursuant to its charter, the Compensation Committee has the authority to retain independent consultants to provide advice to the Compensation Committee. Since July 2016, the Compensation Committee has retained Pay Governance to assist the Compensation Committee in performing its duties. Pay Governance does not provide other services to the Company or the Company’s management. Pay Governance advises the Compensation Committee with respect to compensation trends and best practices, competitive pay levels, equity grant practices and competitive levels, peer group and equity incentives. Independence of the Compensation Consultant. Prior to receiving advice from Pay Governance, the Compensation Committee determined that Pay Governance is independent after considering all relevant factors, including the factors set forth in Rule 10C-1 of the Exchange Act and applicable NASDAQ listing standards. Delegations of Authority. The Compensation Committee has the authority to form and delegate authority to subcommittees to perform certain of its duties on its behalf including, to the extent permitted by applicable law and listing standards, the delegation to a subcommittee consisting of officers of the Company the authority to grant stock options and equity awards to individuals who are not subject to Section 16 of the Exchange Act. Role of Peer Group. The Compensation Committee uses a compensation “Peer Group”, typically based on the S&P 1500 Casino and Gaming Index, to monitor the compensation practices of our primary competitors for executive talent. The Compensation Committee does not use the Peer Group to formally benchmark compensation levels. The Company’s 2025 Peer Group is listed below. All peer companies were engaged in the gaming, gaming equipment or hospitality businesses.
Fiscal Year 2025 Executive Compensation Program and Pay Decisions
| | Stock Options | | Restricted Stock | | Total Grant Value of Awards ($) | | Name | Grant Value ($) | Stock Options (#) | Grant Value ($) | Restricted Shares (#) | | | Frank J. Fertitta III | 4,856,797 | 189,275 | 4,856,814 | 93,221 | 9,713,611 | | Lorenzo J. Fertitta | 4,856,797 | 189,275 | 4,856,814 | 93,221 | 9,713,611 | | Scott Kreeger | 2,812,490 | 109,606 | 2,812,514 | 53,983 | 5,625,004 | | Stephen L. Cootey | 1,199,990 | 46,765 | 1,200,019 | 23,033 | 2,400,009 | | Jeffrey T. Welch | 1,125,011 | 43,843 | 1,124,995 | 21,593 | 2,250,006 | | Kord Nichols | 1,125,011 | 43,843 | 1,124,995 | 21,593 | 2,250,006 |
Other Elements of Executive Compensation
| • | Termination without “cause.” Executives receive additional payments consisting of a prorated annual bonus for the year of termination and a cash payment equal to the annual base salary in effect at the time of termination (paid in 12 equal monthly installments). In addition, group health and long-term disability insurance coverage is continued for 12 months (or a cash payment is made in lieu of continued coverage). Receipt of the additional payments is subject to the applicable NEO’s execution of a release of claims against the Company. |
Other Elements of Executive Compensation
| • | Termination without “cause” following a change in control. Executives receive the same payments and benefits as they would receive upon a termination without “cause.” |
Other Elements of Executive Compensation
| • | Resignation for “good reason”. With the exception of Mr. F. Fertitta, the concept of “good reason” for resignation applies only following a “change in control” of the Company (as defined in the applicable employment agreement). Upon a resignation by the executive for “good reason”, the NEO receives the same payments and benefits as the NEO would receive upon a termination by the Company without “cause.” Receipt of these payments is subject to the NEO’s execution of a release of claims against the Company. |
Other Elements of Executive Compensation
| • | Termination as a result of death or disability. Executives receive a prorated annual bonus payment for the year of death or disability. |
Equity Grant Practices
Equity Grant Practices The Compensation Committee approves annual grants of restricted shares and stock options on or about the same time each year. The Company does not grant equity awards in anticipation of the release of material nonpublic information and does not time the public release of such information based on award grant dates. During the last completed fiscal year, the Company did not grant stock option awards to any named executive officer during the period beginning four business days before and ending one business day after the filing or furnishing of a current report on Form 8-K, and has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding compensation paid to our NEOs for services rendered to us in all executive capacities during the years ended December 31, 2025, 2024 and 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) (b) | Bonus ($) (c) | Stock Awards ($) (d) | Option Awards ($) (d) | All Other Compensation ($) (e) | Total ($) | | Frank J. Fertitta III | 2025 | 1,000,000 | 1,000,000 | 4,856,814 | 4,856,797 | 1,635,542 | 13,349,153 | | Chairman of the Board and CEO | 2024 | 1,000,000 | 900,000 | — | — | 1,430,623 | 3,330,623 | | | 2023 | 1,000,000 | 1,000,000 | — | — | 1,480,037 | 3,480,037 | | Lorenzo J. Fertitta (a) | 2025 | 500,000 | 1,000,000 | 4,856,814 | 4,856,797 | 105,681 | 11,319,292 | | Vice Chairman of the Board and Vice President | | | | | | | | | Scott Kreeger | 2025 | 1,250,000 | 1,562,500 | 2,812,514 | 2,812,490 | 209,780 | 8,647,284 | | President | 2024 | 1,250,000 | 1,406,250 | 2,812,505 | 2,812,514 | 60,353 | 8,341,622 | | | 2023 | 1,250,000 | 1,562,500 | 1,406,263 | 4,218,753 | 54,762 | 8,492,278 | | Stephen L. Cootey | 2025 | 953,846 | 1,500,000 | 1,200,019 | 1,199,990 | 184,260 | 5,038,115 | | Executive Vice President, | 2024 | 800,000 | 720,000 | 1,200,011 | 1,200,004 | 94,692 | 4,014,707 | | Chief Financial Officer and Treasurer | 2023 | 800,000 | 800,000 | 600,001 | 1,800,001 | 219,240 | 4,219,242 | | Jeffrey T. Welch | 2025 | 807,692 | 1,125,000 | 1,124,995 | 1,125,011 | 119,735 | 4,302,433 | | Executive Vice President and | 2024 | 750,000 | 675,000 | 1,125,014 | 1,125,000 | 79,766 | 3,754,780 | | Chief Legal Officer | 2023 | 750,000 | 750,000 | 562,487 | 1,687,497 | 194,596 | 3,944,580 | | Kord Nichols (a) | 2025 | 807,692 | 1,125,000 | 1,124,995 | 1,125,011 | 71,506 | 4,254,204 | | Executive Vice President and Chief Operating Officer | 2024 | 730,769 | 675,000 | 975,020 | 974,992 | 42,113 | 3,397,894 |
Summary Compensation Table
| (a) Mr. L. Fertitta was not a NEO in 2024 or 2023. Nichols was appointed as our Executive Vice President and Chief Operating Officer on February 20, 2024. |
Summary Compensation Table
| (b) Amounts shown are salary amounts earned in respect of the applicable fiscal year without consideration as to the year of payment. |
Summary Compensation Table
| (c) Amounts represent bonuses earned without consideration as to the year of payment. |
Summary Compensation Table
| (d) Amount reflects the grant date fair value of the stock awards and stock options granted and computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. For a discussion of valuation assumptions, see Note 10 in our Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for fiscal year 2025 filed on February 20, 2026. |
Summary Compensation Table
| (e) All Other Compensation for 2025 consisted of the following: |
Summary Compensation Table
| Name | Life Insurance ($) | Executive Medical ($) | Dividends(1) ($) | Other(2) ($) | Total ($) | | Frank J. Fertitta III | 265,583 | 200,773 | — | 1,169,186 | 1,635,542 | | Lorenzo J. Fertitta | 4,902 | 100,779 | — | — | 105,681 | | Scott Kreeger | 120,004 | 19,063 | 60,694 | 10,019 | 209,780 | | Stephen L. Cootey | 37,067 | 30,315 | 78,814 | 38,064 | 184,260 | | Jeffrey T. Welch | 28,404 | 7,683 | 73,664 | 9,984 | 119,735 | | Kord Nichols | 1,140 | — | 63,366 | 7,000 | 71,506 |
Summary Compensation Table
| (1) Dividends paid on stock awards that vested during the year. |
Summary Compensation Table
| (2) For Mr. F. Fertitta, the amount shown under “Other” represents the Company’s cost of providing personal security services to Mr. F. Fertitta during 2025. For Messrs. Kreeger, Cootey, Welch and Nichols, the amount shown under “Other” includes matching contributions under the Company’s 401(k) plan. For Mr. Cootey, the amount shown under “Other” also includes tax preparation services and club membership fees. For Messrs. Kreeger and Welch, the amount shown under “Other” also includes tax preparation services. |
Grants of Plan-Based Awards for 2025
Grants of Plan-Based Awards for 2025 The following table provides information regarding the grant of plan-based awards in 2025:
Grants of Plan-Based Awards for 2025
| Name | Grant Date | All Other Stock Awards: Number of Shares (#) (a) | All Other Option Awards: Number of Securities Underlying Options (#) (b) | Exercise Price of Option Awards ($/Sh) (b) | Grant Date Fair Value of Stock and Option Awards (c) ($) | | Frank J. Fertitta III | 2/13/2025 | 93,221 | — | — | 4,856,814 | | | 2/13/2025 | — | 189,275 | 52.10 | 4,856,797 | | Lorenzo J. Fertitta | 2/13/2025 | 93,221 | — | — | 4,856,814 | | | 2/13/2025 | — | 189,275 | 52.10 | 4,856,797 | | Scott Kreeger | 2/13/2025 | 53,983 | — | — | 2,812,514 | | | 2/13/2025 | — | 109,606 | 52.10 | 2,812,490 | | Stephen L. Cootey | 2/13/2025 | 23,033 | — | — | 1,200,019 | | | 2/13/2025 | — | 46,765 | 52.10 | 1,199,990 | | Jeffrey T. Welch | 2/13/2025 | 21,593 | — | — | 1,124,995 | | | 2/13/2025 | — | 43,843 | 52.10 | 1,125,011 | | Kord Nichols | 2/13/2025 | 21,593 | — | — | 1,124,995 | | | 2/13/2025 | — | 43,843 | 52.10 | 1,125,011 |
Grants of Plan-Based Awards for 2025
| (a) The restricted stock awards vest in installments of 50% on each of the third and fourth anniversaries of the grant date. |
Grants of Plan-Based Awards for 2025
| (b) The stock option awards vest in installments of 33-1/3% on each of the second, third and fourth anniversaries of the grant date. |
Grants of Plan-Based Awards for 2025
| (c) Amount reflects the full grant date fair value of the stock awards granted computed in accordance with ASC Topic 718. For a discussion of valuation assumptions, see Note 11 in our Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for fiscal year 2025 filed on February 20, 2026. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information concerning outstanding equity awards of our NEOs as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards(l) | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Frank J. Fertitta III | — | 193,397(a) | 50.99 | 2/13/2032 | 93,221(b) | 5,775,041 | | Lorenzo J. Fertitta | — | 193,397(a) | 50.99 | 2/13/2032 | 93,221(b) | 5,775,041 | | Scott Kreeger | 45,696 | — | 43.21 | 11/4/2028 | — | — | | | 243,670 | 81,224(c) | 44.87 | 3/3/2029 | 22,668(c) | 1,404,283 | | | 66,756 | 129,586(d) | 45.27 | 2/10/2030 | 29,876(d) | 1,850,818 | | | — | 103,511(e) | 56.26 | 2/16/2031 | 48,077(f) | 2,978,370 | | | — | 111,993(a) | 50.99 | 2/13/2032 | 53,983(b) | 3,344,247 | | Stephen L. Cootey | 133,728 | — | 25.36 | 2/18/2028 | — | — | | | 40,207 | 19,804(g) | 44.39 | 3/18/2029 | 12,712(g) | 787,508 | | | 28,482 | 55,290(d) | 45.27 | 2/10/2030 | 12,747(d) | 789,677 | | | — | 44,164(e) | 56.26 | 2/16/2031 | 20,513(f) | 1,270,780 | | | — | 47,783(a) | 50.99 | 2/13/2032 | 23,033(b) | 1,426,894 | | Jeffrey T. Welch | 124,813 | — | 25.36 | 2/18/2028 | — | — | | | 37,694 | 18,567(g) | 44.39 | 3/18/2029 | 11,918(g) | 738,320 | | | 26,702 | 51,835(d) | 45.27 | 2/10/2030 | 11,950(d) | 740,303 | | | — | 41,404(e) | 56.26 | 2/16/2031 | 19,231(f) | 1,191,360 | | | — | 44,798(a) | 50.99 | 2/13/2032 | 21,593(b) | 1,337,686 | | Kord Nichols | 106,982 | — | 25.36 | 2/18/2028 | — | — | | | 32,668 | 16,091(g) | 44.39 | 3/18/2029 | 10,329(g) | 639,882 | | | 23,142 | 44,924(d) | 45.27 | 2/10/2030 | 10,357(d) | 641,616 | | | — | 35,884(e) | 56.26 | 2/16/2031 | 16,667(f) | 1,032,521 | | | — | 44,798(a) | 50.99 | 2/13/2032 | 21,593(b) | 1,337,686 |
Outstanding Equity Awards at Fiscal Year-End
| (a) Scheduled to vest 33-1/3% on February 13, 2027 and each anniversary thereafter until fully vested on February 13, 2029. |
Outstanding Equity Awards at Fiscal Year-End
| (b) Scheduled to vest 50% on February 13, 2028 and 50% on February 13, 2029. |
Outstanding Equity Awards at Fiscal Year-End
| (c) Vested on March 3, 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (d) 50% vested on February 10, 2026 and 50% scheduled to vest on February 10, 2027. |
Outstanding Equity Awards at Fiscal Year-End
| (e) 33-1/3% vested on February 16, 2026 and scheduled to vest 33-1/3% on each anniversary thereafter until fully vested on February 16, 2028. |
Outstanding Equity Awards at Fiscal Year-End
| (f) Scheduled to vest 50% on February 16, 2027 and 50% on February 16, 2028. |
Outstanding Equity Awards at Fiscal Year-End
| (g) Vested on March 18, 2026. |
Option Exercises and Stock Vested for 2025
Option Exercises and Stock Vested for 2025 The following table sets forth option exercises and vesting of stock awards by our NEOs during 2025:
Option Exercises and Stock Vested for 2025
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Frank J. Fertitta III | — | — | — | — | | Lorenzo J. Fertitta | — | — | — | — | | Scott Kreeger | — | — | 25,227 | 1,264,481 | | Stephen L. Cootey | 332,369 | 12,133,130 | 23,390 | 1,136,863 | | Jeffrey T. Welch | 469,384 | 14,678,012 | 21,883 | 1,063,432 | | Kord Nichols | 206,355 | 7,901,333 | 18,870 | 916,615 |
CEO Pay Ratio
CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our Chief Executive Officer to the annual total compensation of our employees. Based on our internal review procedures this year, we do not believe that there have been any changes in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change to our pay ratio calculation. As permitted under Item 402(u) of Regulation S-K, for purposes of calculating the 2025 CEO pay ratio, we used the same employee who was identified as our median employee for 2023 as reported in our proxy statement for 2024, and recalculated that employee’s annual total compensation for 2025. This employee was identified in respect of 2023 based on an evaluation of total annual compensation (including salary, tips, bonus and other taxable compensation) for each member of our employee population as of December 31, 2023. The employee population included approximately 9,177 full-time, part-time, seasonal and temporary employees, all of whom worked in the United States. For 2025, the annual total compensation of our CEO as reported in the 2025 Summary Compensation Table was $13,349,153. The 2025 annual total compensation of our median employee, calculated using the same methodology used for our CEO’s compensation, was $47,206. Based on this information, the estimated ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee was 283:1. We believe this CEO pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Because the SEC rules for identifying the median of the annual total compensation of our employees and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our executive officers and certain financial performance of the Company.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO ($) (1) | Compensation Actually Paid to PEO ($) (2) | Average Summary Compensation Table for Non-PEO NEOs ($) (3) | Average Compensation Actually Paid to Non-PEO NEOs ($) (4) | Value of Initial Fixed $100 Investment Based On: | | Net Income/ (Loss) ($) (7) | Adjusted EBITDA ($) (8) | | | | | | | Total Shareholder Return ($) (5) | Peer Group Total Shareholder Return ($) (6) | | | | 2025 | 13,349,153 | 13,920,601 | 6,712,266 | 8,379,651 | 303.86 | 91.49 | 355,670,000 | 848,591,000 | | 2024 | 3,330,623 | 3,330,623 | 5,521,487 | 3,097,723 | 230.69 | 97.42 | 291,292,000 | 795,900,000 | | 2023 | 3,480,037 | 3,480,037 | 4,999,331 | 8,245,132 | 256.56 | 104.02 | 337,776,000 | 745,968,000 | | 2022 | 3,259,074 | 3,259,074 | 5,609,699 | 323,582 | 188.39 | 90.05 | 390,352,000 | 743,878,000 | | 2021 | 3,150,788 | 3,150,788 | 3,792,383 | 16,985,982 | 247.08 | 113.77 | 354,830,000 | 740,991,000 |
Pay Versus Performance
| (1) The dollar amounts reported in this column are the amounts of total compensation reported for Mr. F. Fertitta (our Principal Executive Officer (the “PEO”)) for each corresponding year in the “Total” column of the Summary Compensation Table. |
Pay Versus Performance
| (2) “The dollar amounts reported in this column represent the amount of “compensation actually paid” to the PEO for the applicable year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, adjustments were made to the PEO’s “total compensation” amounts for each year to determine the Company’s “compensation actually paid,” using the same methodology as described in footnote (4) below with respect to thenon-PEO NEOs. |
Pay Versus Performance
| (3) The dollar amounts reported in this column represent the average of the amounts reported for the Company’s non-PEO NEOs as a group as shown in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of such NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Messrs. L. Fertitta, Kreeger, Cootey, Welch, and Nichols and for 2024, Messrs. Kreeger, Cootey, Welch, Nichols and Robert A. Finch; (ii) for 2023 and 2022, Messrs. Kreeger, Cootey, Welch and Finch; and (iii) for 2021, Messrs. Cootey, Welch and Finch. Mr. Finch stepped down from his role as Chief Operating Officer, effective as of February 20, 2024, but continued his employment with the Company through July 31, 2024. |
Pay Versus Performance
| (4) The dollar amounts reported in this column represent the amount of “compensation actually paid” to the non-PEO NEOs described in footnote (3) for the applicable year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to these non-PEO NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the “total compensation” amounts for these non-PEO NEOs for each year to determine the “compensation actually paid”: |
Pay Versus Performance
| Year | Summary Compensation Table Total for Non-PEO NEOs ($) | Less grant date fair value of equity awards granted during the year ($) (A) | Plus fair value at year end of unvested equity awards granted during the year ($) | Change in fair value at year end of unvested equity awards granted in prior years ($) | Change in fair value at vesting date of equity awards granted in prior years ($) | Total Equity Award Adjustments ($) (B) | Compensation Actually Paid ($) | | 2025 | 6,712,266 | (4,447,727) | 4,709,386 | 1,108,632 | 297,094 | 6,115,112 | 8,379,651 | | 2024 | 5,521,487 | (3,867,393) | 1,873,257 | (1,308,916) | 879,288 | 1,443,629 | 3,097,723 | | 2023 | 4,999,331 | (3,056,254) | 3,515,960 | 1,987,847 | 798,248 | 6,302,055 | 8,245,132 | | 2022 | 5,609,699 | (3,812,505) | 2,915,819 | (3,244,796) | (1,144,635) | (1,473,612) | 323,582 | | 2021 | 3,792,383 | (2,146,244) | 5,478,532 | 8,444,999 | 1,416,312 | 15,339,843 | 16,985,982 |
Pay Versus Performance
| (A) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock |
Pay Versus Performance
| Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. |
Pay Versus Performance
| (B) The equity award adjustments shown above for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; and (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value. No adjustments were necessary on account of equity awards granted and vested in the same year, equity awards that failed to meet the applicable vesting conditions in a given year, or for dividends that were not otherwise included in total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. In May of 2025, February of 2024 and December of 2021 and 2022, as a result of special cash dividends paid on shares of Class A common stock during such years, stock option awards that were outstanding were equitably adjusted to decrease the exercise price of the options and increase the number of shares issuable under the awards pursuant to an antidilution provision in the Equity Incentive Plan. |
Pay Versus Performance
| (5) Cumulative total shareholder return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |
Pay Versus Performance
| (6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P Composite 1500 Casinos & Gaming Index. |
Pay Versus Performance
| (7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |
Pay Versus Performance
| (8) Adjusted EBITDA is a non-GAAP financial measure. For additional information on Adjusted EBITDA, see Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 20, 2026. |
Pay Versus Performance
Financial Performance Measures. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:
Pay Versus Performance
| • | Adjusted EBITDA |
Pay Versus Performance
| • | Revenue |
Pay Versus Performance
| • | Operating Income |
Pay Versus Performance
As described in the Compensation Discussions & Analysis section, the Company does not use specific financial measures or performance targets in determining executive compensation. The Compensation Committee reviews and considers a number of factors when determining the size of annual bonus payouts and annual equity grants, including company financial performance, stock price, micro and macro conditions impacting the Company’s business, as well as individual performance. The Company takes into account Adjusted EBITDA, revenue and operating income for the applicable year when making these decisions. Analysis of the Information Presented in the Pay versus Performance Table Compensation Actually Paid vs. Company TSR Compensation Actually Paid vs. Net Income (Loss) Compensation Actually Paid vs. Adjusted EBITDA Company TSR vs. Peer Group TSR
Indemnification of Directors and Officers
Indemnification of Directors and Officers We have entered into customary indemnification agreements with our executive officers and directors that provide them with customary indemnification in connection with their service to us or on our behalf.