DEF 14A of Bally's Corp, Apr 5, 2024

DEF 14A of Bally's Corp

Filed Apr 5, 2024 · FY20230001747079-24-000037

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS At the Annual Meeting, shareholders will vote to elect the three persons identified below to serve in the class of directors for a term of three years expiring at the 2027 annual meeting of shareholders and thereafter until their respective successors are duly elected and qualified or until the earlier of their resignation, death or removal. Directors will be elected by the affirmative vote of the holders of a plurality of the shares represented online or by proxy at the meeting. Shareholders may not vote their shares cumulatively in the election of directors. Proxies cannot be voted for a greater number of persons than the number of nominees named. Any shareholder submitting a proxy has the right to withhold authority to vote for an individual nominee by writing that nominee’s name in the space provided on the proxy. Shares represented by all proxies received by us and not marked to withhold authority to vote for any individual director or for all directors will be voted “for” the election of all of the nominees named below. If for any reason any nominee is unable to accept the nomination or to serve as a director, an event not currently anticipated, the persons named as proxies reserve the right to exercise their discretionary authority to nominate someone else or to reduce the number of management nominees to such extent as the persons named as proxies may deem advisable.

  2. Nominees for Directors

    Nominees for Directors Terrence Downey, Jaymin B. Patel, and Wanda Young Wilson have been nominated to serve as directors by our Board, based upon the recommendation of our Nominating and Governance Committee. The following table sets forth certain information regarding the nominees:

  3. Nominees for Directors

    | Name and Age of Nominee | Biographical Information | | Terrence Downey Age 69 | Mr. Downey has served as an independent director at Bally’s Corporation since January 2019. Mr. Downey served as the President and Chief Operating Officer of SLS Las Vegas from January 2017 to July 2017. Earlier in his career, Mr. Downey served as the President and General Manager of Aliante Gaming LLC from November 2012 through October 2016. Prior to joining Aliante Gaming LLC, Mr. Downey worked over 15 years as Vice President and General Manager at multiple Station Casinos locations. Mr. Downey brings valuable experience with his demonstrated history of working in the hospitality industry and strong business development skills. | | Jaymin B. Patel Age 56 | Mr. Patel has served as Vice-Chairman of the Bally's Corporation Board since May of 2023 and as an independent director since January 2021. He currently serves as Executive Chairman of Perennial Climate, Inc., a company building the world’s leading verification platform for soil-based carbon removal and climate smart agriculture. From 2015 to 2018, Mr. Patel served as the CEO and Director of Brightstar Corporation, a $10+ billion SoftBank global wireless device services company. Prior to that, Mr. Patel served as President and CEO of GTECH Corporation (now IGT) from 2008 to 2015, President and COO in 2007 and CFO of GTECH Holdings Corporation from 2000 to 2006 (NYSE:GTK), and as CFO of Lottomatica SPA from 2006 to 2007 (Milan:LTO.MI). Additionally, Mr. Patel has served on the Board of Directors of SpartanNash (NASDAQ:SPTN) since February 2022 and Brown & Brown, Inc. (NYSE:BRO) since January 2023. Mr. Patel is also on the Foundation Board of the Community College of Rhode Island. Mr. Patel brings valuable experience with his demonstrated history of executive leadership roles, global operations experience, finance and board service. |

  4. Nominees for Directors

    | Name and Age of Nominee | Biographical Information | | Wanda Young Wilson Age 74 | Ms. Wilson has served as an independent director at Bally’s Corporation since May 2019. Ms. Wilson retired as the Chief Operating Officer, General Counsel and Secretary of the Tennessee Education Lottery Corporation (“TEL”) in 2019. Ms. Wilson joined the TEL in 2003 as Executive Vice President and General Counsel and was promoted to Chief Operating Officer in 2013. Prior to joining the TEL, Ms. Wilson was employed at the Georgia Lottery Corporation, where she served as the Senior Vice President and General Counsel for 10 years. Earlier in her career, she was an investment banker with EF Hutton and the Northern Trust Bank. Ms. Wilson brings valuable experience with her demonstrated history of legal, regulatory and compliance roles. |

  5. Nominees for Directors

    THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF ALL NOMINEES FOR THE BOARD OF DIRECTORS NAMED ABOVE.

  6. Continuing Directors

    Continuing Directors The following table sets forth information relating to our directors who will continue to serve as directors until the expiration of their respective terms of office:

  7. Continuing Directors

    | Name and Age of Director | Biographical Information | | Soohyung Kim Age 49 Term expires: 2025 | Mr. Kim has served as the Chairman of the Bally's Corporation Board since December 2019 and as an independent director since 2016. Mr. Kim is the Managing Partner and Chief Investment Officer of Standard General L.P., an investment firm. Mr. Kim has been investing in special situations strategies since 1997 including stints at Bankers Trust Company, Och-Ziff Capital Management and Cyrus Capital Partners. Mr. Kim is a Director of Intralot SA, a Director of Coalition for Queens, a Director of the Cary Institute of Ecosystem Studies and a Director of the Stuyvesant High School Alumni Association. Mr. Kim is a former member of the board of directors of Greektown Superholdings and Media General, Inc. and the board of managers of ALST Casino Holdco, LLC. | | Tracy S. Harris Age 60 Term expires: 2025 | Ms. Harris has served as an independent director of Bally’s Corporation since February 2023. Ms. Harris has extensive financial and operational experience, having served as Chief Financial Officer for MIB Group Holdings, Inc., UMUC\Ventures, Bullis School LLC, The BondFactor Company, American Institute of Architects, Deion Hampton & Associates, and the Washington Convention Center Authority. She currently serves on the Board of 1847 Holdings LLC (NYSE:EFSH), CareFirst Blue Cross Blue Shield, District of Columbia Retirement Board, and the Council of Institutional Investors. Ms. Harris was recently appointed to the PCAOB Investor Advisory Group. Ms. Harris holds a BS in Marketing from Fontbonne University, an MBA from St. Louis University and a Master of Public Administration from the University of Pennsylvania. | | George T. Papanier Age 66 Term expires: 2026 | George Papanier became President of Bally’s Corporation on March 31, 2023. His association with Bally’s began in 2004 when he served as the Chief Operating Officer, an appointment he held until February 2011 when he was then appointed to the role of President and CEO of Bally’s. Prior to joining Bally’s, Mr. Papanier served in the same capacity for Peninsula Gaming with properties in Iowa and Louisiana, from 2000 to 2004 and as COO for Resorts Casino Hotel in Atlantic City, NJ from 1997 to 2000. Both positions involved strategic and tactical planning for the resorts and supervision of major renovation and construction projects. He was also active in evaluating potential acquisitions and development of projects for the two organizations. From 1995 to 1997, he served as CFO for both Sun International Hotels Limited in the Bahamas and Mohegan Sun Casino in Uncasville, CT. Earlier in his career he served in executive operations capacities of Hemmeter Enterprises in Denver, CO and in an executive financial capacity for Trump Plaza Hotel and Casino in Atlantic City. Mr. Papanier is a graduate of Rowan University where he received a B.A. in Business Administration and Accounting. He is a Certified Public Accountant and served as Treasurer of the Casino Association in New Jersey from 1999 to 2000. |

  8. Continuing Directors

    | Name and Age of Director | Biographical Information | | Robeson M. Reeves Age 40 Term expires: 2025 | Robeson Reeves became Chief Executive Officer of Bally’s Corporation on March 31, 2023. Formerly, he served as President of Bally’s Interactive Division since October 1, 2021 and the Chief Operating Officer of Gamesys since July 2015. Mr. Reeves joined Gamesys in September 2005 and held a number of positions, most recently Director of Gaming Operations since May 2010 and served as a member of the Gamesys Board of Directors since August 2010. Since joining Gamesys, Mr. Reeves has built a strong record in cohesively connecting player and product experiences to marketing and business KPIs, ensuring sustainable growth. He graduated in 2005 with a BSc in Statistics, Operations Research and Management Studies from University College, London. | | Jeffrey W. Rollins Age 59 Term expires: 2026 | Mr. Rollins has served as an independent director at Bally’s Corporation since May 2019. Mr. Rollins has extensive experience in gaming, having previously served as an independent director at Dover Downs, a position he held from 2002 to 2019. He joined Ashford Capital Management in August 2013 as Managing Director and Managing Member, Osprey Advisors. Prior to joining Ashford, Mr. Rollins founded J.W. Rollins & Associates, which focused on investing in and building established and early stage growth companies. He was also a Partner and Managing Director of a private equity fund focused on growth companies. Mr. Rollins currently serves on the Board of Dover Motorsports (NYSE:DVD) and the Duke University Fuqua School of Business, Board of Visitors. |

  9. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE

  10. Board of Directors

    Board of Directors Our Board is currently comprised of eight members and has the following five standing committees: the Audit Committee, the Compensation Committee, the Nominating and Governance Committee, the Compliance Committee and the Environmental, Social and Governance (“ESG”) Committee. The membership and functions of each standing committee are described below. Each standing committee operates under a written charter which, along with our Code of Business Conduct and Corporate Governance Guidelines, can be found on the About—Governance Documents section of our website at www.ballys.com. The information on our website is not part of this proxy statement or any other report or registration statement that we furnish to or file with the SEC.

  11. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Pursuant to the Company’s non-employee director compensation policy that was in place for 2023, the Vice-Chairman received an annual retainer of $400,000, consisting of $200,000 in cash paid in equal installments quarterly and $200,000 in the form of an annual grant of a Bally’s restricted stock award. Other non-employee directors (other than Mr. Kim who declined compensation for his service as a Bally’s director in 2023) were paid an annual retainer of $200,000, consisting of $100,000 in cash paid in equal installments quarterly and $100,000 in the form of an annual grant of a Bally’s restricted stock award. Director restricted stock awards vest in full in one installment on the earlier of the first anniversary of the grant date and the date of the Company’s annual meeting of shareholders that occurs in the year immediately following the grant date year. The Chair of each of the committees of the Board receives an additional $50,000 cash retainer annually, paid in equal installments quarterly. In addition, new members of the Board receive a one-time equity grant with a grant date value of $100,000 on the grant date. The Board designed the director compensation program to attract and retain talented directors with the relevant skills and capabilities, to fairly compensate directors for the work required, to recognize the individual roles and responsibilities of the directors and to align directors’ interests with the long-term interests of Bally’s shareholders. Non-employee directors are subject to share ownership guidelines that Bally’s adopted in 2019. See the section “Bally’s Share Ownership Guidelines and Policies for Directors and Officers” in this proxy statement for further information about these guidelines as they pertain to Bally’s non-employee directors.

  12. 2023 Director Compensation Table

    2023 Director Compensation Table The following table provides compensation information for the year ended December 31, 2023. Messrs. Papanier and Reeves do not receive compensation for their service as directors because they are employees of Bally’s. Mr. Kim has declined compensation for his service as a Bally’s director in 2023. Ms. Harris joined the Board during the first quarter of 2023. Mr. Ryan resigned as a director during the first quarter of 2023. During 2023, Ms. Wilson and Messrs. Patel and Rollins served on a newly created Operational Integration Committee that oversees the Company’s global process for streamlining company operations, among other things, and received and received additional cash compensation for such services equal to $80,000, $320,000 and $80,000, respectively.

  13. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Terrence Downey | 150,000 | 99,995 | — | — | — | 249,995 | | Tracy S. Harris | 130,000 | 199,991 | — | — | — | 329,991 | | Soohyung Kim | — | — | — | — | — | — | | Jaymin B. Patel | 495,000 | 199,991 | — | — | — | 694,991 | | Jeffrey W. Rollins | 240,000 | 99,995 | — | — | — | 339,995 | | James Ryan | 4,214 | — | — | — | — | 4,214 | | Wanda Y. Wilson | 255,000 | 99,995 | — | — | — | 354,995 |

  14. 2023 Director Compensation Table

    | (1) This column shows the amount of cash compensation earned for service on the Board and its committees. Mr. Ryan’s cash compensation was pro-rated for his time served on the Board prior to his resignation. | | (2) The amounts contained in this column represent the aggregate grant date fair value for the restricted stock awards, including unvested restricted stock awards, granted in 2023 calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 718, Stock Compensation (“ASC 718”). The grant date fair value for restricted stock awards is calculated using the intrinsic value method based on the closing price of our common shares on the NYSE on the date of grant. On May 17, 2023, Ms. Wilson and Messrs. Downey and Rollins received an award of restricted stock (“RSAs”) with a grant date fair value of approximately $100,000. Ms. Harris received an award of RSAs with a grant date fair value of approximately $200,000 which includes an additional one-time award with a grant date fair value of $100,000 as a new member of the board. Mr. Patel received an award of RSAs with a grant date fair value of approximately $200,000 which includes an additional award with a grant date fair value of $100,000 for his position as Vice Chairman. Ms. Wilson and Messrs. Downey and Rollins each have 6,468 unvested RSAs outstanding as of December 31, 2023. Ms. Harris and Mr. Patel each have 12,936 unvested RSAs outstanding as of December 31, 2023. Mr. Ryan forfeited his RSA award granted in 2022 when he resigned in early 2023 and did not receive a new grant in 2023. |

  15. Establishment of Peer Group

    Establishment of Peer Group In both 2023 and 2022, Bally’s management engaged a compensation consultant, Lockton Companies (“Lockton”), to provide information regarding compensation and pay practices and to prepare a peer group for the Company. The project in 2022 focused on the Company’s U.S. operations, and the project was extended into 2023 to focus on our global operations. Constituent companies in the peer group were selected based on an analysis of entities in the same general industry as Bally’s (or similar industries), with revenues in the range of 0.40 to 2.50 times Bally’s revenue, market capitalization in the range of 0.25 to 4.00 times Bally’s market capitalization, and similar employee populations, international footprints and non-U.S. revenue streams compared to Bally’s. The peer group proposed by Lockton for 2023, which remained unchanged from 2022, consisted of the following companies: •Boyd Gaming Corporation •Churchill Downs Incorporated •DraftKings Inc. •Golden Entertainment, Inc. •International Game Technology PLC •Las Vegas Sands Corporation •Penn National Gaming, Inc. •Playtika Holding Corp. •Red Rocks Resorts, Inc. •Roblox Corporation •Scientific Games Corporation •Take-Two Interactive Software, Inc. •Wynn Resorts, Limited •Zynga Inc. Although Bally’s did not engage in benchmarking for any of its fiscal year 2023 compensation decisions, comparative compensation information from Lockton was provided to the Compensation Committee to generally inform it of market practices with respect to compensation and pay practices. The Compensation Committee’s review of the peer group prepared by Lockton had no material impact on fiscal year 2023 compensation decisions for any of our NEOs.

  16. Elements of Bally’s 2023 Executive Compensation Program

    2023 Annual Cash Incentives For 2023, all NEOs were eligible to earn a portion of their compensation in the form of a performance-based annual cash incentive pursuant to Bally’s annual pay-for-performance program (referred to as the “Annual PFP”). The Compensation Committee has historically paid annual incentive amounts under the Annual PFP in order to incentivize the achievement of objectives that are based on Bally’s operational, financial and strategic goals for the applicable year. For 2023, all NEOs were eligible to earn a cash incentive payment under the Annual PFP based on the level of adjusted EBITDA achievement measured during 2023 (the “Adjusted EBITDA Performance Goal”). The Compensation Committee retained the right to adjust the payout of the Annual PFP based on an individual’s performance in their role and other business factors throughout 2023. Adjusted EBITDA is a non-GAAP performance metric that the Company further adjusts in setting performance compensation. Adjusted EBITDA for purposes of the annual incentive compensation plan represents net income before interest expense, interest income, depreciation, amortization, share-based compensation and the provision for taxes, plus or minus adjustments for certain unusual and/or nonrecurring expense and income items. 2023 Adjusted EBITDA Performance Goal The Compensation Committee determined that the Adjusted EBITDA Performance Goal was an appropriate performance measurement tool for the Annual PFP because it serves as a reliable indicator of Bally’s economic success. The 2023 Adjusted EBITDA Performance Goal was set on February 22, 2023, at which point, the Compensation Committee approved an Adjusted EBITDA Performance Goal target of $557 million for 2023. The Compensation Committee sets performance targets at levels it believes will require substantial effort by management in order to achieve payouts under the Annual PFP. The following table represents the target Annual PFP cash incentive amounts for the NEOs for 2023:

  17. Elements of Bally’s 2023 Executive Compensation Program

    | Name | 2023 Target Annual Incentive | % of Base Salary | | Robeson M. Reeves | $1,100,000 | 100% | | Lee D. Fenton | $1,100,000 | 100% | | Marcus Glover | $625,000 | 100% | | Robert M. Lavan | $625,000 | 100% | | Craig L. Eaton | $300,000 | 75% | | Kim Barker Lee | $550,000 | 100% | | George T. Papanier | $975,000 | 100% |

  18. Elements of Bally’s 2023 Executive Compensation Program

    2023 Annual Cash Incentive Outcomes During 2023, the Company continued to focus on integrating operating units which included a focus on system integrations. Due to many operating unit dependencies, the 2023 Adjusted EBITDA Performance Goal was abandoned for purposes of determining the outcome of the Annual PFP. Instead, the Compensation Committee exercised its discretion to award cash incentives to the NEOs. In making such a discretionary determination, the Compensation Committee took into consideration the breadth of responsibility of each NEO and the results of each business segment supported by each respective NEO. Segment EBITDA, product development and delivery, leadership vision and impact of cross-divisional support, as well as individual NEO performance were among the items considered by the Compensation Committee for purposes of determining the relevant business segment’s success for 2023 (reflected as percentages) as follows: Interactive Segment: 90%, Casinos & Resorts Segment: 90%, and Enterprise: 90%. As a result, the Compensation Committee awarded discretionary cash incentives to the NEOs as follows: •Mr. Reeves 90% for Enterprise segment results and 125% for individual performance resulting in a blended rate of 113% and payment of $1,168,921 for 2023, which payment was converted into and paid in GBP. •Mr. Papanier 90% for Casinos & Resorts segment results and 125% for individual performance resulting in a blended rate of 113% and payment of $1,090,402 for 2023. •Mr. Glover 90% for Enterprise segment results and 100% for individual performance resulting in a blended rate of 90% and payment of $393,750 for 2023. •Ms. Lee 90% for Enterprise segment results and 75% for individual performance resulting in a blended rate of 68% and payment of $371,250 for 2023. •Mr. Eaton 90% for Casino & Resorts segment results and 100% for individual performance resulting in a blended rate of 90% and payment of $270,000 for 2023. •Messrs. Fenton and Lavan were not paid any discretionary cash incentives for 2023 due to their departures from the Company. Long-Term Incentives - Equity-Based Compensation In addition to short-term cash incentive award opportunities under the Annual PFP, certain NEOs have in the past received long-term incentive compensation in the form of equity-based compensation under the Company’s equity plans. The Compensation Committee has utilized equity-based incentives because equity-based incentives effectively align the executives’ interests with those of Bally’s stakeholders. Toward this end, the Compensation Committee has traditionally delivered a portion of each NEO’s long-term incentive compensation in the form of time-based restricted stock units (“RSUs”) and a portion in the form of performance-based restricted stock units (“PSUs”), both granted pursuant to the Company’s 2015 Stock Incentive Plan (the “2015 Plan”) or since its adoption, the 2021 Equity Incentive Plan (the “2021 Plan,” and together with the 2015 Plan, the “Plans”). Time-based RSUs function as a retention tool and we view them as inherently performance-based because the ultimate value delivered to the NEO upon settlement of the RSUs is directly tied to Bally’s share price. PSUs are designed to incentivize the NEO to achieve performance goals that are typically tied to both Bally’s annual level of Adjusted EBITDA Performance Goal achievement and the achievement of other strategic initiatives. The Compensation Committee has chosen to use the Adjusted EBITDA Performance Goal for both our Annual PFP and for our PSUs because the Compensation Committee believes that this approach balances short-term and long-term decision making and is consistent with the basic compensation philosophy that earnings growth will lead to long-term stakeholder value. 2023 Time-based RSUs The following table summarizes the RSU time-based awards granted to each NEO in 2023 under the 2021 Plan:

  19. Elements of Bally’s 2023 Executive Compensation Program

    | Name | Number of RSUs Granted | | Robeson M. Reeves | 72,574 | | Marcus Glover | 42,397 | | Craig L. Eaton | 7,143 | | Kim Barker Lee | 24,554 | | George T. Papanier | 85,540 |

  20. Elements of Bally’s 2023 Executive Compensation Program

    The RSU grant to Mr. Reeves vests in four installments, with the first installment vesting on December 31, 2023, the second installment vesting on January 1, 2024, the third installment vesting on December 31, 2024 and the fourth installment vesting on January 1, 2026, subject to his continued employment with Bally’s on each vesting date. The RSU grant to each of Messrs. Glover and Eaton and Ms. Lee vests in three installments, with the first installment vesting on March 1, 2024, the second installment vesting on March 1, 2025 and the third installment vesting on March 1, 2026, subject to the NEO’s continued employment with Bally’s on each vesting date. The RSU grant to Mr. Papanier also vests in three installments, with the first installment vesting on December 31, 2023, the second installment vesting on March 1, 2025 and the third installment vesting on March 1, 2026, subject to his continued employment with Bally’s on each vesting date. Mr. Fenton and Mr. Lavan were not awarded any new time-based RSU grants in 2023 due to their departures from the Company. Mr. Reeves was granted 69,464 target PSUs on February 15, 2023 under the 2021 Plan. The shares subject to Mr. Reeves’ PSU award are eligible to vest based on the achievement of certain performance goals over three separate, one-year performance periods ending December 31, 2023, December 31, 2024 and December 31, 2025, subject generally to his continued service with Bally’s through the last day of the applicable performance period. The PSUs attributable to each performance period will have their own grant date (determined each year based on the date on which the Compensation Committee establishes the applicable performance goals for such period, which serves as the date on which such PSUs will be effectively granted for accounting purposes). Mr. Glover was granted 42,396 target PSUs on June 8, 2023 under the 2021 Plan after his appointment as Bally’s Chief Financial Officer. The shares subject to Mr. Glover’s PSU award are eligible to vest based on the achievement of certain performance goals over three separate, one-year performance periods ending December 31, 2023, December 31, 2024 and December 31, 2025, subject generally to his continued service with Bally’s through the last day of the applicable performance period. The PSUs attributable to each performance period will have their own grant date (determined each year based on the date on which the Compensation Committee establishes the applicable performance goals for such period, which serves as the date on which such PSUs will be effectively granted for accounting purposes). Mr. Eaton was granted 7,143 target PSUs on March 10, 2023 under the 2021 Plan. The shares subject to Mr. Eaton’s PSU award are eligible to vest based on the achievement of certain performance goals over three separate, one-year performance periods ending December 31, 2023, December 31, 2024 and December 31, 2025, subject generally to his continued service with Bally’s through the last day of the applicable performance period. The PSUs attributable to each performance period will have their own grant date (determined each year based on the date on which the Compensation Committee establishes the applicable performance goals for such period, which serves as the date on which such PSUs will be effectively granted for accounting purposes). Ms. Lee was granted 24,554 target PSUs on March 10, 2023 under the 2021 Plan. The shares subject to Ms. Lee’s PSU award are eligible to vest based on the achievement of certain performance goals over three separate, one-year performance periods ending December 31, 2023, December 31, 2024 and December 31, 2025, subject generally to her continued service with Bally’s through the last day of the applicable performance period. The PSUs attributable to each performance period will have their own grant date (determined each year based on the date on which the Compensation Committee establishes the applicable performance goals for such period, which serves as the date on which such PSUs will be effectively granted for accounting purposes). Mr. Papanier was granted 85,540 target PSUs on February 15, 2023 under the 2021 Plan. The shares subject to Mr. Papanier’s PSU award are eligible to vest based on the achievement of certain performance goals over three separate, one-year performance periods ending December 31, 2023, December 31, 2024 and December 31, 2025, subject generally to his continued service with Bally’s through the last day of the applicable performance period. The PSUs attributable to each performance period will have their own grant date (determined each year based on the date on which the Compensation Committee establishes the applicable performance goals for such period, which serves as the date on which such PSUs will be effectively granted for accounting purposes). In reviewing each NEO’s performance throughout 2023 against certain corporate and individual objectives, the Compensation Committee exercised its discretion to abandon the Adjusted EBITDA Performance Goal set in February 2023, as it similarly did with respect to the 2023 Annual PFP, and exercised its discretion to determine that a portion of the PSUs attributable to the 2023 performance year should vest and be paid to the NEOs. The Compensation Committee determined that Messrs. Reeves, Glover, Eaton, Papanier and Ms. Lee should earn and vest in a number of PSUs for the 2023 performance period following the completion of the Company’s 2023 financial statement audit and filing of its Form 10-K equal to 100%, 90%, 90%, 100%, 68%, respectively, of the target number of PSUs that were granted under his 2023 PSU award. As a result, on March 15, 2024 Messrs. Reeves, Glover, Eaton, Papanier and Ms. Lee received 16,874, 8,398, 2,143, 14,112, 5,525, shares of Bally’s common stock related to the 2023 performance period of his 2023 PSU award. As the only NEO eligible to receive equity-based awards in 2022, Mr. Lavan was granted 30,313 target PSUs on March 11, 2022 under the 2021 Plan which were eligible to vest based on the achievement of certain performance goals over three separate, one-year performance periods ending December 31, 2022, December 31, 2023 and December 31, 2024, subject generally to his continued service with Bally’s through the last day of the applicable performance period. Due to his termination with the Company in May 2023, Mr. Lavan forfeited the PSU shares attributable to the 2023 and 2024 performance periods. In connection with the Company’s acquisition of Gamesys, the Compensation Committee approved, on October 1, 2021, PSU award opportunities for Messrs. Fenton and Reeves (with a target number of 70,648 PSUs and 56,518 PSUs, respectively) that are contingent on the establishment of performance goals and metrics for three separate, one-year performance periods starting January 1 and ending December 31 of 2022, 2023 and 2024. The PSUs attributable to each performance period will have their own grant date (determined each year based on the date on which the Compensation Committee establishes the applicable performance goals for such period, which serves as the date on which such PSUs will be effectively granted for accounting purposes).

  21. Elements of Bally’s 2023 Executive Compensation Program

    Mr. Lavan was granted 8,627 target PSUs on May 1, 2021 under the 2015 Plan in connection with his original start date with the Company. The shares subject to Mr. Lavan’s PSU award were eligible to vest based on the achievement of certain performance goals over three separate, one-year performance periods ending December 31, 2021, December 31, 2022 and December 31, 2023, subject generally to his continued service with Bally’s through the last day of the applicable performance period. The PSUs attributable to each performance period have (or will have) their own grant date (determined each year based on the date on which the Compensation Committee establishes the applicable performance goals for such period, which serves as the date on which such PSUs will be effectively granted for accounting purposes). Due to his termination with the Company in May 2023, Mr. Lavan forfeited shares attributable to the performance period ended December 31, 2023. Mr. Papanier was granted 57,241 target PSUs on January 19, 2021 under the 2015 Plan in connection with the amendment of his employment agreement, which provided for such grant. The shares subject to Mr. Papanier’s PSU award are eligible to vest based on the achievement of certain performance goals over three separate, one-year performance periods ending December 31, 2021, December 31, 2022 and December 31, 2023, subject generally to his continued service with Bally’s through the last day of the applicable performance period. Mr. Eaton was not granted PSUs in 2021 because he did not have contractual entitlement to any equity-based awards pursuant to his employment agreement. In reviewing the performance of Messrs. Reeves and Papanier throughout 2023 against certain corporate and individual objectives, the Compensation Committee exercised its discretion to abandon the Adjusted EBITDA Performance Goal set in February 2023, as it similarly did with respect to the 2023 Annual PFP, and exercised its discretion to determine a payout of the portion of the PSUs attributable to the 2023 performance year. The Compensation Committee determined that Messrs. Reeves and Papanier should earn and vest in a number of PSUs for the 2023 performance period following the completion of the Company’s 2023 financial statement audit and filing of its Form 10-K equal to 100%, in each case, of the target number of PSUs attributable to the 2023 performance period, respectively, that were granted under their 2021 PSU awards. As a result, on March 15, 2024, Messrs. Reeves and Papanier received 18,839 and 19,080 of Bally’s common shares, respectively, related to the 2023 performance period of their 2021 PSU awards. For the 2023 performance period of the 2021 PSU Award, Mr. Fenton, per his separation agreement, vested in 23,549 shares. The shares attributable to the 2024 performance period were forfeited. For a detailed description of the separation agreement with Mr. Fenton, see “Agreements with NEOs” of this proxy statement. As a result of his departure from the company in May 2023, Mr. Lavan forfeited shares for the 2023 performance period of his 2021 PSU award.

  22. Employment, Termination of Employment and Change-In-Control Arrangements

    Employment, Termination of Employment and Change-In-Control Arrangements Bally’s does not maintain stand-alone change-in-control agreements with any of its NEOs or with any of its other officers. However, certain employment agreements with the NEOs, as described below, provide for severance benefits in connection with certain terminations following a change-in-control and certain equity award agreements with the NEOs, as described below, provide for equity vesting or payment in connection with either the occurrence of a change-in-control or certain terminations following a change-in-control. Bally’s does not provide any of the NEOs or any of its other officers with a “gross up” for so-called “golden parachute” excise tax obligations payable by the executive in connection with a change in control or a subsequent termination of the executive’s employment. During 2023, the NEOs were each party to an employment agreement with Bally’s or a subsidiary of Bally’s. Bally’s maintains employment agreements with each of the NEOs because employment agreements can help set the expectations of the parties and may also provide comfort to executives during periods of transition. The employment agreements with Messrs. Glover, Eaton and Papanier and Ms. Lee (and prior to his departure from the Company, Mr. Lavan) provide for severance payments and benefits in the event of certain involuntary termination events (including following a change in control). In addition, the award agreements pursuant to which RSUs and PSUs have been granted to each of the NEOs provide for vesting upon certain termination events and, with respect to the RSUs, for double-trigger vesting in the event of a change in control. This generally means that the RSUs will only automatically vest in full upon a change in control if the acquiring or surviving entity does not provide a replacement award (as described in the 2015 Plan or 2021 Plan, as applicable) to the holder. If the acquiring or surviving entity provides a replacement award in connection with a change in control, the vesting of the NEO’s RSUs will only accelerate upon the “involuntary termination” of employment (as defined in the applicable Plan or award agreement) within two years following the change in control. An “involuntary termination” for awards granted under the 2015 Plan generally includes a termination due to death, disability or retirement but excludes a termination by the Company for “cause” or by the NEO without “good reason.” For awards granted under the 2021 Plan, an “involuntary termination” is generally limited to a termination by the Company without “cause” or by the NEO for “good reason” (as defined in the applicable award agreement). The RSU award agreements also provide that, upon a termination of employment due to the NEO’s death or disability, the number of RSUs scheduled to vest on the next applicable vesting date will vest. The 2021 RSU agreement for Mr. Papanier, the 2022 RSU award agreement for Mr. Lavan and the 2023 RSU award agreements also provide for accelerated vesting of the RSUs upon a termination without “cause” (and for the October 2021 awards for Messrs. Fenton and Reeves, also upon a termination by them for “good reason”). The PSUs will fully vest at the “target” performance level upon the change in control. In the event of termination of employment due to the individual’s death (and, with respect to Mr. Reeves’ 2023 PSU grant, also in the event of the termination of his employment due to disability), (1) any PSUs earned in respect of any previously completed performance periods will vest at the “target” performance levels, (2) the unvested PSUs attributable to the performance period during which the termination occurs will vest at the “target” level on a pro-rata based (based upon the number of days of the NEO’s service during the applicable performance period), and (3) any unvested PSUs attributable to any subsequent performance periods will be forfeited. In the event of a termination of employment by the Company without “cause” or due to the NEO’s disability (other than with respect to Mr. Reeves’ 2023 PSU grant, which disability vesting is described in the preceding sentence), or a termination by the NEO for “good reason” (as such terms are defined in the 2015 Plan, or, if granted under the 2021 Plan, the award agreement), all PSUs (including for prior, current and future performance periods) will vest based on actual performance. For a detailed description of the employment agreements with Messrs. Reeves, Glover, Eaton, Papanier and Ms. Lee, and the separation agreement with Mr. Fenton, see “Agreements with NEOs” of this proxy statement.

  23. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table provides information concerning the compensation of the 2023 NEOs for each of the years ended December 31, 2023, December 31, 2022 and December 31, 2021, as applicable.

  24. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) | Bonus(2) | Stock Awards(3) | Non-Equity Incentive Plan Compensation | All Other Compensation(4) | Total | | | | ($) | ($) | ($) | ($) | ($) | ($) | | Robeson M. Reeves(7) | 2023 | 1,105,110 | 1,168,921 | 2,215,125 | — | 48,041 | 4,537,197 | | Chief Executive Officer | 2022 | 850,000 | 680,000 | 675,378 | — | 34,205 | 2,239,583 | | | 2021 | 212,500 | 775,413 | 3,500,656 | — | 15,861 | 4,504,430 | | Lee D. Fenton(7) | 2023 | 1,054,151 | — | 469,567 | — | 47,497 | 1,571,215 | | Former Chief Executive Officer | 2022 | 1,100,000 | 275,000 | 844,232 | — | 44,156 | 2,263,388 | | | 2021 | 275,000 | 939,817 | 4,338,145 | — | 18,267 | 5,571,229 | | Marcus Glover(5)(6) | 2023 | 336,538 | 393,750 | 829,200 | — | 6,920 | 1,566,408 | | EVP, Chief Financial Officer | | | | | | | | | Robert M. Lavan(5)(6) | 2023 | 240,385 | — | 274,135 | — | 55,046 | 569,566 | | Former EVP, Chief Financial Officer | 2022 | 470,992 | 446,250 | 1,333,099 | — | 8,102 | 2,258,443 | | Craig L. Eaton(5) | 2023 | 400,000 | 270,000 | 178,480 | — | 20,037 | 868,517 | | President, Rhode Island Operations and Corporate Secretary | 2022 | 392,123 | 270,000 | — | — | 15,166 | 677,289 | | | 2021 | 378,604 | 270,375 | — | — | 18,068 | 667,047 | | Kim Barker Lee(6) | 2023 | 550,000 | 371,250 | 613,529 | — | 17,911 | 1,552,690 | | EVP, Chief Legal Officer | | | | | | | | | George T. Papanier | 2023 | 967,308 | 1,090,402 | 2,433,381 | — | 25,645 | 4,516,736 | | President | 2022 | 931,291 | 855,000 | 684,018 | — | 15,820 | 2,486,129 | | | 2021 | 940,458 | 950,000 | 3,768,400 | — | 19,601 | 5,678,459 |

  25. 2023 Summary Compensation Table

    | (1) Amounts represent the base salary paid to each of the NEOs during the relevant year and reflects any increase in base salary that became effective during the applicable year. | | (2) The amounts in this column reflect amounts paid to each NEO as a discretionary annual incentive awarded by the Compensation Committee for the 2023 performance year. Refer to the “2023 Annual Cash Incentives” section of the CD&A for further explanation. | | (3) Amounts shown represent the grant date fair value of awards of time-based vesting RSUs and PSUs at the target level as computed under ASC 718, granted during the fiscal year indicated. For additional information, please refer to Note 18 “Equity Plans” in the Company’s Consolidated Financial Statements for the year ended December 31, 2023 included in the Company’s 2023 Annual Report on Form 10-K. For PSUs, grant date fair value is calculated based on the probable outcome of the performance result (i.e., target level of performance) for each of the performance periods. These amounts do not necessarily reflect the actual amounts that were paid to, or may be realized by, the NEO for any of the fiscal years reflected. | | (4) Amounts shown for 2023 consist of (1) a gross-up for Company-paid health insurance premiums paid for Ms. Lee and Messrs. Glover, Lavan, Eaton and Papanier, (2) pay received in lieu of benefits for Messrs. Reeves and Fenton, (3) Bally’s contributions under a Company-sponsored defined contribution plan for Ms. Lee and Messrs. Glover, Lavan, Eaton and Papanier in the amount of $10,298, $2,885, $3,656, 6,923 and $13,173, respectively, (4) contributions for the executive long-term disability policy for Ms. Lee in the amount of $838, Mr. Glover in the amount of $305, Mr. Lavan in the amount of $381 and each of Messrs. Eaton and Papanier in the amount of $990, (5) contributions for the group term life insurance premiums and AD&D policy for Ms. Lee in the amount of $1,424, Mr. Glover in the amount of $517, Mr. Lavan in the amount of $647, Mr. Eaton in the amount of $1,683 and Mr. Papanier in the amount of $1,094, and (6) a cash payment of $48,077 paid to Mr. Lavan for accrued paid time off in accordance with the Company’s paid time off policy in connection with his termination from the Company. | | (5) Mr. Lavan resigned as Bally’s EVP & Chief Financial Officer on May 5, 2023, Mr. Glover was appointed as Bally’s EVP & Chief Financial Officer on May 5, 2023, and Mr. Eaton’s title became President, Rhode Island Operations and Corporate Secretary effective January 1, 2024. | | (6) Messrs. Glover and Lavan and Ms. Lee were not NEOs for all three years listed in this table, and accordingly, compensation information for 2021, and additionally 2022 in the case of Mr. Glover and Ms. Lee, is not provided. | | (7) All amounts under “All Other Compensation” were converted to USD from GBP using an average foreign exchange rate of 1.243 for 2023. |

  26. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table The table below provides information regarding awards granted during 2023 to our NEOs.

  27. 2023 Grants of Plan-Based Awards Table

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) | Grant Date Fair Value of Stock and Option Awards(4) | | | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Name | | ($) | ($) | ($) | (#) | (#) | (#) | (#) | ($) | | Robeson M. Reeves | February 15, 2023 | — | — | — | — | — | — | 72,574 | 1,503,008 | | | February 22, 2023 | — | — | — | — | 35,713 | — | — | 712,117 | | | N/A | 550,000 | 1,100,000 | 1,100,000 | — | — | — | — | — | | Lee D. Fenton | February 22, 2023 | — | — | — | — | 23,549 | — | — | 469,567 | | | N/A | 550,000 | 1,100,000 | 1,100,000 | — | — | — | — | — | | Marcus Glover | June 8, 2023 | — | — | — | — | — | — | 42,397 | 679,624 | | | June 8, 2023 | — | — | — | — | 9,331 | — | — | 149,576 | | | N/A | 312,500 | 625,000 | 937,500 | — | — | — | — | — | | Robert M. Lavan | February 22, 2023 | — | — | — | — | 13,748 | — | — | 274,135 | | | N/A | 262,500 | 625,000 | 937,500 | — | — | — | — | — | | Craig L. Eaton | March 10, 2023 | — | — | — | — | — | — | 7,143 | 133,860 | | | March 10, 2023 | — | — | — | — | 2,381 | — | — | 44,620 | | | N/A | 150,000 | 300,000 | 450,000 | — | — | — | — | — | | Kim Barker Lee | March 10, 2023 | — | — | — | — | — | — | 24,554 | 460,142 | | | March 10, 2023 | — | — | — | — | 8,185 | — | — | 153,387 | | | N/A | 275,000 | 550,000 | 825,000 | — | — | — | — | — | | George T. Papanier | February 15, 2023 | — | — | — | — | — | — | 85,540 | 1,771,533 | | | February 22, 2023 | — | — | — | — | 33,192 | — | — | 661,848 | | | N/A | 487,500 | 975,000 | 1,462,500 | — | — | — | — | — |

  28. 2023 Grants of Plan-Based Awards Table

    | (1) This column shows the possible payouts to the NEOs under our Annual PFP for the fiscal year ended December 31, 2023 for each of “threshold”, “target” and “maximum” performance. | | (2) The awards in this column represent the number of PSUs that may be earned with respect to the 2023 performance period at “target” level of performance. PSUs granted to Ms. Lee and Messrs. Reeves, Glover, Eaton and Papanier for 2023 were awarded on the respective date as noted in 2023. In addition, Mr. Reeves has PSUs that were originally awarded on October 1, 2021, Mr. Lavan had PSUs that were originally awarded on May 1, 2021 and March 11, 2022 (3,451 PSUs and 10,297 PSUs, respectively), Mr. Papanier has PSUs that were originally awarded on January 19, 2021 (19,080 PSUs) and Mr. Fenton had PSUs which were originally awarded on October 1, 2021. However, because the performance criteria and the target levels applicable to each performance year comprising the awards granted in prior years are established in connection with each one-year performance period, the amounts shown above and referenced in the immediately preceding sentence only reflect the portion of the respective award that is attributable to the 2023 performance period and effectively granted during 2023. Vesting of these PSUs for the year ended December 31, 2023 was determined by the Compensation Committee in its discretion. The PSUs earned by the NEO will be settled in the same number of common shares of Bally’s. For a detailed discussion of Bally’s long-term equity compensation program for 2023 (including the applicable performance factors and achievement levels), see the “Long-Term Incentives” section of the CD&A. | | (3) The awards represent time-based vesting RSUs granted in 2023 to the NEOs. The RSU award granted to Mr. Reeves on February 15, 2023 will vest in four installments: 16,874 on December 31, 2023, 3,111 on January 1, 2024, 16,875 on December 31, 2024, and 35,714 on January 1, 2026. The RSU award granted to Mr. Glover will vest in three installments: 9,331 on March 1, 2024, 16,533 on March 1, 2025 and 16,533 on March 1, 2026. The RSU awards granted to Mr. Eaton and Ms. Lee will vest in three equal installments on each March 1 of 2024, 2025 and 2026. The RSU award granted to Mr. Papanier vested with respect to 14,112 shares on December 31, 2023 and will vest with respect to 35,714 shares on each of March 1, 2025 and March 1, 2026. Messrs. Fenton and Lavan did not receive RSU awards in 2023. | | (4) Amounts shown in this column reflect the aggregate grant date fair value of RSU and PSU awards determined in accordance with ASC 718. |

  29. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    Outstanding Equity Awards at 2023 Fiscal Year-End Table The following table sets forth certain information concerning common shares of Bally’s subject to unvested equity incentive plan awards held as of December 31, 2023 by the NEOs. There were no unexercised stock options outstanding as of December 31, 2023.

  30. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | | | 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) | | | Grant Date | (#) | ($) | (#) | ($) | | Robeson M. Reeves | February 15, 2023 | 55,700(4) | 776,458 | — | — | | | November 4, 2021 | 5,830(4) | 81,270 | — | — | | | October 1, 2021 | 18,840(4) | 262,630 | | | | | | — | — | 107,143(8) | 1,493,573 | | Lee D. Fenton | | — | — | 23,549(9) | 328,273 | | Marcus Glover | June 8, 2023 | 42,397(5) | 591,014 | — | — | | | | — | — | 42,396(8) | 591,000 | | Craig L. Eaton | March 10, 2023 | 7,143(6) | 99,573 | — | — | | | | — | — | 7,143(8) | 99,573 | | Kim Barker Lee | March 10, 2023 | 24,554(6) | 342,283 | — | — | | | | — | — | 24,554(8) | 342,283 | | George T. Papanier | February 15, 2023 | 71,428(7) | 995,706 | — | — | | | | — | — | 104,620(8) | 1,458,403 |

  31. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (1) Represents unvested time-based restricted stock units. | | (2) Amounts shown in this column represent the number of outstanding RSUs and PSUs multiplied by $13.94 per share, the closing price of Bally’s common shares on the NYSE on December 29, 2023 (December 31, 2023 was not a trading day). | | (3) Represents the number of shares that may be issued pursuant to PSUs based on achievement at “target” level. The actual number of shares to be issued for each of these grants, if any, has not been determined and will be determined based on the relevant performance criteria over the applicable performance periods. | | (4) The RSU award granted to Mr. Reeves on February 15, 2023 will vest in four installments: 16,874 on December 31, 2023, 3,111 on January 1, 2024, 16,875 on December 31, 2024, and 35,714 on January 1, 2026. The RSU award granted to Mr. Reeves on November 4, 2021 vests in equal installments on January 1 of each of 2023 and 2024. The RSU award granted to Mr. Reeves on October 1, 2021 vests in three equal installments on December 31 of each of 2022, 2023 and 2024. | | (5) The RSU award granted to Mr. Glover on June 8, 2023 will vest in three installments: 9,331 on March 1, 2024, 16,533 on March 1, 2025 and 16,533 on March 1, 2026. | | (6) The RSU awards granted to Mr. Eaton and Ms. Lee on March 10, 2023 will vest in three equal installments on each March 1, of 2024, 2025 and 2026. | | (7) The RSU award granted to Mr. Papanier on February 15, 2023 with respect to 14,112 shares vested on December 31, 2023 and will vest with respect to 35,714 shares on each of March 1, 2025 and March 1, 2026. | | (8) Represents (1) the PSUs granted to Mr. Reeves on October 1, 2021 and February 15, 2023, of which 35,713 are attributable to the 2023 performance period; (2) the PSUs granted to Messrs. Glover and Eaton and Ms. Lee of which 8,398, 2,143 and 5,525, respectively, are attributable to the 2023 performance period; and (3) the PSUs granted to Mr. Papanier on February 15, 2023 and on January 19, 2021, of which 14,112 and 19,080 are attributable to the 2023 performance period, respectively. For Messrs. Reeves, Fenton, Glover, Eaton, and Papanier and Ms. Lee, 35,713, 23,549, 8,398, 2,143, 33,192 and 5,525 PSUs vested on March 15, 2024, respectively, reflecting 100%, 100%, 90%, 90%, 100% and 68%, respectively, of the target number of PSUs attributable to the 2023 performance period. | | (9) Represents PSUs granted to Mr. Fenton on October 1, 2021, of which 23,549 shares are attributable to the 2023 performance period. Based on the terms of his separation agreement, Mr. Fenton vested in 100% of these shares on March 15, 2024. |

  32. 2023 Option Exercises and Stock Vested Table

    2023 Option Exercises and Stock Vested Table The following table contains information about restricted stock units held by the applicable NEO that vested during 2023. No options were exercised by the NEOs during 2023.

  33. 2023 Option Exercises and Stock Vested Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting(1) | Value Realized on Vesting(2) | | | (#) | ($) | | Robeson M. Reeves | 56,614 | 917,519 | | Lee D. Fenton | 36,284 | 580,788 | | Marcus Glover | — | — | | Robert M. Lavan | 9,794 | 199,308 | | Craig L. Eaton | — | — | | Kim Barker Lee | — | — | | George T. Papanier | 50,364 | 812,147 |

  34. 2023 Option Exercises and Stock Vested Table

    __________________________________

  35. 2023 Option Exercises and Stock Vested Table

    | (1) In connection with the vesting of RSUs and PSUs, our NEOs surrendered shares of stock to cover withholding taxes, thereby reducing the actual value received upon vesting and settlement. The number of shares surrendered but included in this table was: Mr. Reeves—26,611 Mr. Fenton—17,055; Mr. Lavan—2,536; Mr. Papanier—17,259. | | (2) Represents the product of the number of shares or shares underlying units vested and the closing price of Bally’s common shares on the NYSE on the vesting date. |

  36. 2023 Nonqualified Deferred Compensation

    2023 Nonqualified Deferred Compensation None of the NEOs participate in any deferred compensation plans or programs.

  37. Potential Payments Upon Termination or Change in Control Table

    Potential Payments Upon Termination or Change in Control Table The chart below outlines the potential payments to our NEOs upon the occurrence of certain termination triggering events. As required, the amounts quantified in the chart below reflect the theoretical potential payments and benefits to which the NEOs would have been entitled to upon termination of employment or service, or in connection with a change in control, had the applicable event occurred on December 31, 2023 (using the closing price of Bally’s common shares as of December 29, 2023, which was the last trading day of the year).

  38. Potential Payments Upon Termination or Change in Control Table

    | Name | Termination without Justifiable Cause or for Good Reason | Termination for Death or Disability | Termination without Justifiable Cause or for Good Reason in Connection with a Change in Control | | | ($) | ($) | ($) | | Robeson M. Reeves | | | | | Cash Severance | 2,200,000(1) | 2,200,000(1) | 2,200,000(1) | | Health Benefits | — | — | — | | Equity | 2,613,931(4) | 579,109(4) | 2,613,931(7) | | Total | 4,813,931 | 2,779,109 | 4,813,931 | | Marcus Glover | | | | | Cash Severance | 1,250,000(1) | 625,000(2) | 2,500,000(5) | | Health Benefits | 31,398(3) | — | 62,796(6) | | Equity | 1,182,014(4) | 130,074(4) | 1,182,014(7) | | Total | 2,463,412 | 755,074 | 3,744,810 | | Craig L. Eaton | | | | | Cash Severance | 700,000(1) | 300,000(2) | 1,100,000(5) | | Health Benefits | 31,398(3) | — | 62,796(6) | | Equity | 199,147(4) | 66,382(4) | 199,147(7) | | Total | 930,545 | 366,382 | 1,361,943 | | Kim Barker Lee | | | | | Cash Severance | 1,100,000(1) | 550,000(2) | —(5) | | Health Benefits | 31,398(3) | — | 37,266(6) | | Equity | 684,579(4) | 114,099(4) | 684,579(7) | | Total | 1,815,977 | 664,099 | 721,845 | | George T. Papanier | | | | | Cash Severance | 1,950,000(1) | 975,000(2) | 2,925,000(5) | | Health Benefits | 31,344(3) | — | 62,688(6) | | Equity | 2,454,109(4) | 960,550(4) | 2,454,109(7) | | Total | 4,435,453 | 1,935,550 | 5,441,797 |

  39. Potential Payments Upon Termination or Change in Control Table

    | (1) Assuming that a termination occurred on December 31, 2023, (a) Messrs. Papanier and Eaton are each entitled to receive continued annual base salary payments for the longer of the remainder of the initial term of his employment agreement (as amended, if applicable) or 12 months following termination plus a pro-rata portion of his earned bonus under the Annual PFP for 2023, (b) Mr. Glover and Ms. Lee are each entitled to receive continued annual base salary payments for 12 months following termination, plus a pro-rata portion of his or her earned bonus under the Annual PFP for 2023 and monthly COBRA benefits for 12 months following termination, and (c) Mr. Reeves is entitled to receive either 12 months’ notice of a termination of employment by the Company or payment in lieu of notice equal to 12 months of annual base salary payments, as well as a pro-rata portion of his target annual bonus for the year in which the termination occurs and payment for any accrued and unused paid time off (to the extent not required to be taken during the notice period). For purposes of these calculations, (i) target-level bonus amounts are reflected as earned bonuses under the Annual PFP for 2023 and (i) it is assumed (for Mr. Reeves) that the Company exercised its right to terminate his employment and make the required payment in lieu of notice as set forth in his employment agreement. | | (2) Upon a termination of employment as a result of death or disability, each of Messrs. Glover, Eaton and Papanier and Ms. Lee would receive a pro-rata payment of their earned Annual PFP for 2023. For purposes of these calculations, target-level bonus amounts are reflected as earned bonuses under the Annual PFP for 2023. | | (3) Represents estimated costs to Bally’s of continued health benefits for 12 months. | | (4) Upon termination of employment due to death or disability (other than for “cause” or as a result of the NEO’s termination of the NEO’s employment without “good reason”), each NEO would vest in the “next-tranche” of their unvested time-based RSUs (27,781 RSUs for Mr. Reeves, 9,311 RSUs for Mr. Glover, 2,381 RSUs for Mr. Eaton, 8,185 RSUs for Ms. Lee and 35,714 RSUs for Mr. Papanier). The RSUs granted to Mr. Reeves on October 1, 2021 will vest in full upon a termination without “cause” or a termination by the NEO for “good reason.” Upon a termination of employment due to death (and, with respect to Mr. Reeves’ 2023 PSU grant, also in the event of the termination of his employment due to disability), any PSUs earned for previously completed performance periods will vest at the “target” performance levels, unvested PSUs attributable to the current performance period will vest at the target level on a pro-rata basis (based upon the number of days of the NEO’s service during the applicable performance period), and any unvested PSUs for future performance periods will be forfeited. In the event of a termination of employment by the Company without “cause” or due to the NEO’s disability (other than with respect to Mr. Reeves’ 2023 PSU grant, which disability vesting is described in the preceding sentence), or a termination by the NEO for “good reason,” all PSUs (including for prior, current and future performance periods) will vest based on actual performance. The total number of accelerated RSUs and PSUs was multiplied by $13.94 per share, the closing price of Bally’s common shares on the NYSE on December 29, 2023 (December 30 and 31, 2023 were not trading days). | | (5) Assuming that a termination occurred on December 31, 2023 and that such termination occurred within one year following a change in control, (a) Mr. Glover would have received continued payments of annual base salary for the longer of the remainder of the initial term of his employment agreement or 24 months following termination plus his earned bonus under the Annual PFP for 2023; (b) Mr. Eaton would have received continued annual base salary payments for 24 months following termination plus his earned bonus under the Annual PFP for 2023 and monthly COBRA premiums for the applicable severance period; and (c) Mr. Papanier would have received continued annual base salary payments for the longer of the remainder of the initial term of his employment agreement or 24 months following termination plus his earned bonus under the Annual PFP for 2023. For purposes of these calculations, target-level bonus amounts are reflected as earned bonuses under the Annual PFP for 2023. | | (6) Represents estimated costs to Bally’s of continued health benefits for 24 months. | | (7) Assumes a change in control date of December 31, 2023 and that no “replacement award” is provided to the award holder in connection with such change in control. The amount shown represents the accelerated vesting of all time-based RSUs (61,530 RSUs for Mr. Reeves, 42,397 RSUs for Mr. Glover, 7,143 RSUs for Mr. Eaton, 24,554 RSUs for Ms. Lee and 71,428 for Mr. Papanier) and the accelerated vesting of all outstanding and unearned PSUs (assuming target level achievement) for the applicable performance period(s) (equal to 71,430 PSUs for Mr. Reeves, 33,065 PSUs for Mr. Glover, 4,762 PSUs for Mr. Eaton 16,369 PSUs for Ms. Lee and 71,428 PSUs for Mr. Papanier). The total number of accelerated RSUs and PSUs was multiplied by $13.94 per share, the closing price of Bally’s common shares on the NYSE on December 29, 2023 (December 30 and 31, 2023 were not trading days). |

  40. Potential Payments Upon Termination or Change in Control Table

    In connection with Mr. Fenton’s termination of employment, and pursuant to the Fenton Separation Agreement, Mr. Fenton received the following payments in connection with his separation from the Company: (i) $987,400 in continued base salary payments and other contractual benefits during the Garden Leave Period (with such salary payments to be converted from U.S. dollars into sterling pounds (GBP) based on the applicable exchange rate); (ii) legal fees (up to a maximum of £2,500 plus VAT) incurred by Mr. Fenton in obtaining advice on the termination of his employment and the terms of the Fenton Separation Agreement and reimbursement for any reasonable expenses properly incurred by Mr. Fenton during the Garden Leave Period (in accordance with Gamesys policies); and (iii) $761,746 for the value of his vested equity awards (one-third of his RSUs (granted in October 2021), 25% of his Bally’s PSUs (granted in October 2021) for the 2022 performance period, and 100% of his Bally’s PSUs (granted in October 2021) for the 2023 performance period. Mr. Lavan’s termination of employment from the Company in May 2023 was a voluntary termination. As a result, he did not receive any severance payments or benefits in connection with his termination and forfeited all outstanding and unvested equity-based awards held by him, including his 2022 grant of time-based RSUs and the PSUs granted in 2022 attributable to the performance periods ended December 31, 2023 and December 31, 2024. However, he did receive accrued paid time off in an amount of $48,077 at the time of his termination in accordance with the Company’s paid time off policy.

  41. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure 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 Mr. Reeves, who served as Chief Executive Officer for 2023, and the annual total compensation of all of our employees. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Non-material changes in our workforce prompted the use of the same median employee as in 2022, as permitted under SEC rules. Since the date used to select the median employee, there have been no changes to our employee population or compensation arrangements that we believe would significantly impact the pay ratio disclosure. In making this determination, we considered the fact that the Company did not engage in any material acquisitions or other circumstances in 2023 that would impact the employee population or employing entities, all of which remained largely unchanged from 2022. For purposes of determining the median employee in 2022, we determined that as of December 31, 2022, the employee population of the Company and its consolidated subsidiaries consisted of approximately 10,500 employees as reflected in our internal payroll records excluding the Chief Executive Officer for 2022. This population included full-time, part-time and seasonal employees employed by us on that date. Approximately 19% of our employee population was located outside of the US in 2022. To identify our median employee from this population in 2022, we used cash compensation paid during 2022, consisting of base wages for salaried employees and gross cash compensation paid to non-salaried employees, including hourly pay and other cash-based wages, such as tip income. We used the average exchange rate for the 12-month period ended December 31, 2022 to convert each non-U.S. employee’s total compensation to U.S. dollars. We did not make any assumptions or estimates with respect to total annual compensation. We did not annualize cash compensation for any employees who were hired or furloughed during 2022. We then calculated the compensation for our median employee based upon the same components of compensation used to determine our prior CEO’s pay for the purposes of Summary Compensation Table disclosure for 2022. We determined that the median employee’s annual total compensation for 2023 was $43,956. Although the Company had two individuals serving as PEO during 2023, only Mr. Reeves’ compensation was used for purposes of this CEO Pay Ratio as permitted by SEC rules. Mr. Reeves’ base salary and compensation amounts were substantially the same as those of our former PEO, Mr. Fenton, during 2023, which is why the Company reasonably determined that it was appropriate to use only Mr. Reeves’ compensation for this disclosure. For 2023, the annual total compensation of our CEO was $4,537,197 as disclosed in the Summary Compensation Table. Based on this information, for 2023 the ratio of the annual total compensation of Mr. Reeves to the annual total compensation of the median employee was 103 to 1. Because the SEC rules for identifying the median employee 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, as other companies may utilize different methodologies in calculating their pay ratios.

  42. Pay Versus Performance

    Pay Versus Performance

  43. Pay Versus Performance

    | Year | Robeson Reeves | | Lee Fenton | | George Papanier | | Average Summary Compensation Table Total for Non‑PEO Named Executive Officers | Average Compensation Actually Paid to Non‑PEO Named Executive Officers (2) | | | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | | | | 2023 | $4,537,197 | $3,609,523 | $1,571,215 | $851,126 | $— | $— | $1,814,783 | $1,427,000 | | 2022 | $— | $— | $2,263,388 | $(42,319) | $— | $— | $1,799,388 | $998,005 | | 2021 | $— | $— | $5,571,229 | $4,443,255 | $5,678,459 | $4,784,620 | $2,383,894 | $1,169,857 | | 2020 | $— | $— | $— | $— | $3,601,428 | $4,911,411 | $4,263,661 | $5,885,416 | | | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) (5) | Adjusted EBITDA (6) | | | | | | | Total Shareholder Return (3) | Peer Group Total Shareholder Return (4) | | | | | | | | 2023 | 75.96 | 54.58 | $(187,500) | $527,329 | | | | | | 2022 | 75.89 | 58.28 | $(425,546) | $548,515 | | | | | | 2021 | 149.03 | 78.17 | $(114,697) | $329,902 | | | | | | 2020 | 196.68 | 89.66 | $(5,487) | $69,255 | | | | |

  44. Pay Versus Performance

    (1) Mr. Reeves was our principal executive officer (“PEO”) from March 31, 2023 through December 31, 2023. Mr. Fenton was our PEO from January 1, 2023 through March 31, 2023, for the full year of 2022 and from October 1, 2021 through December 31, 2021. Mr. Papanier was our PEO from January 1, 2021 through September 30, 2021 and the full 2020 year. For 2023, our non-PEO named executive officers (“Non-PEO NEOs”) were Ms. Lee and Messrs. Glover, Lavan, Eaton and Papanier. For 2022, our Non-PEO NEOs were Messrs. Lavan, Eaton, Papanier and Reeves and former executive Stephen Capp. For 2021, our Non-PEO NEOs were Messrs. Eaton and Reeves and former executives Stephen Capp and Marc Crisafulli. For 2020, our Non-PEO NEOs were former executives Stephen Capp and Marc Crisafulli. (2) For 2023 (the “Covered Year”), the values included in this column for the compensation actually paid to our PEOs and the average compensation actually paid to our Non-PEO NEOs for purposes of this Pay Versus Performance table (“PVP Table”):

  45. Pay Versus Performance

    | Compensation Actually Paid represents the Summary Compensation Table Totals adjusted for the following items: | | 2023 | | For Robeson Reeves: | | | | | Less Summary Compensation Table “Stock Awards” value | $(2,215,125) | | | Plus year-end fair value of outstanding equity awards granted in Covered Year that are outstanding and unvested as of the Covered Year-end | 1,274,297 | | | Change in fair value (from prior year-end to Covered Year-end) of equity awards granted in prior years that are outstanding and unvested as of the Covered Year-end | (134,205) | | | Plus vesting date fair value of equity awards granted and vested in Covered Year | 235,224 | | | Change in fair value (from prior year-end to vesting date) of equity awards granted in prior years that vested in Covered Year | (87,865) | | | Less fair value as of prior-year end equity awards that failed to vest in the Covered Year | — | | For Lee Fenton: | | | | | Less Summary Compensation Table “Stock Awards” value | $(469,567) | | | Plus year-end fair value of outstanding equity awards granted in Covered Year that are outstanding and unvested as of the Covered Year-end | 328,273 | | | Change in fair value (from prior year-end to Covered Year-end) of equity awards granted in prior years that are outstanding and unvested as of the Covered Year-end | — | | | Plus vesting date fair value of equity awards granted and vested in Covered Year | — | | | Change in fair value (from prior year-end to vesting date) of equity awards granted in prior years that vested in Covered Year | (122,396) | | | Less fair value as of prior-year end equity awards that failed to vest in the Covered Year | (456,399) |

  46. Pay Versus Performance

    | Compensation Actually Paid represents the Summary Compensation Table Totals adjusted for the following items: | | 2023 | | For Non-PEO NEOs (Average): | | | | | Less Summary Compensation Table “Stock Awards” value | $(865,745) | | | Plus year-end fair value of outstanding equity awards granted in Covered Year that are outstanding and unvested as of the Covered Year-end | 553,727 | | | Change in fair value (from prior year-end to Covered Year-end) of equity awards granted in prior years that are outstanding and unvested as of the Covered Year-end | — | | | Plus vesting date fair value of equity awards granted and vested in Covered Year | 39,344 | | | Change in fair value (from prior year-end to vesting date) of equity awards granted in prior years that vested in Covered Year | (15,528) | | | Less fair value as of prior-year end equity awards that failed to vest in the Covered Year | (99,582) |

  47. Pay Versus Performance

    (3) For each Covered Year, our total shareholder return was calculated as the yearly percentage change in our cumulative total shareholder return on our common stock, par value $0.01 per share, measured as the quotient of (a) the sum of (i) the cumulative amount of dividends for a period beginning with our closing price on NYSE on December 31, 2019 through and including the last day of the fiscal year covered (the “Measurement Period”), assuming dividend reinvestment, plus (ii) the difference between our closing stock price at the end versus the beginning of the Measurement Period, divided by (b) our closing share price at the beginning of the Measurement Period. Each of these yearly percentage changes was then applied to a deemed fixed investment of $100 at the beginning of the Measurement Period to produce the Covered Year-end values of such investment as of the end of 2023, 2022, 2021 and 2020, as applicable. Because Covered Years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. (4) For purposes of this pay versus performance disclosure, our peer group is the Dow Jones US Gambling Index (the “Peer Group”). For each Covered Year, our peer group cumulative total shareholder return was calculated based on a deemed fixed investment of $100 through the Measurement Period, assuming all dividends were reinvested. (5) Amounts represent net income reflected in the Company’s audited financial statements for the applicable year and is calculated in accordance with U.S. Generally Accepted Accounting Principles. (6) Adjusted EBITDA is defined as earnings for the Company, before interest expense, net of interest income, provision (benefit) for income taxes, depreciation and amortization, non-operating income, acquisition and other transaction related costs, share-based compensation and certain other gains or losses. The following table lists the only two financial performance measures that we use to link compensation actually paid to our NEOs for fiscal 2023 to our performance:

  48. Pay Versus Performance

    | Most Important Financial Performance Measures | | Adjusted EBITDA | | Net Income (Loss) |

  49. Pay Versus Performance

    The following graphical comparisons provide descriptions of the relationships between certain figures included in the PVP Table for each Covered Year, including (1) a comparison between our cumulative total shareholder return and the cumulative total shareholder return of the Peer Group, and (2) comparisons between (A) the compensation actually paid to the PEO and the average of the compensation actually paid to our Non-PEO NEOs (in each case as set forth in the PVP Table above) and (B) each of the performance measures, Net Income (Loss) and Adjusted EBITDA, set forth in the PVP Table above.