DEF 14A of Bally's Corp
Filed Apr 9, 2026 · FY20250001747079-26-000028
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS At the Annual Meeting, shareholders will vote to elect the two persons identified below to serve in the class of directors for a term of three years expiring at the 2029 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 votes cast online or by proxy at the Annual 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 checking the appropriate box next to 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.
Nominees for Directors
Nominees for Directors George T. Papanier and Jeffrey W. Rollins 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:
Nominees for Directors
| Name and Age of Nominee | Biographical Information | | George T. Papanier Age 68 | 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. Mr. Papanier brings valuable experience with his demonstrated history of executive leadership roles, global operations experience, and strategic planning. | | Jeffrey W. Rollins Age 61 | 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, an investment management services company, 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. Mr. Rollins brings valuable experience with his extensive experience in gaming, growth companies and board service. |
Nominees for Directors
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF ALL NOMINEES FOR THE BOARD OF DIRECTORS NAMED ABOVE.
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:
Continuing Directors
| Name and Age of Director | Biographical Information | | Soohyung Kim Age 51 Term Expires: 2028 | Mr. Kim has served as the Executive Chairman of Bally’s Corporation since January 27, 2026 and has served as the Chairman since December 2019, and as a 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. Mr. Kim’s knowledge of markets enhances the ability of Bally’s to make strong financial judgments and generate long-term shareholder value. | | Tracy S. Harris Age 62 Term Expires: 2028 | 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., an association of life insurance companies, UMUC\Ventures, a 501(c)(3) supporting organization for UMGC, 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. Ms. Harris brings valuable experience with her demonstrated history of extensive financial and operational experience. |
Continuing Directors
| Name and Age of Director | Biographical Information | | Jaymin B. Patel Age 58 Term expires: 2027 | 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 has served as the Executive Chairman of Perennial Climate Inc., an agriculture technology company that provides measurement, reporting and verification for soil-based carbon removal, since 2019. From March 2015 to August 2018, he was Chief Executive Officer and a director of Brightstar Corporation, a global wireless device services company backed by Softbank (during that time). From 1994 to March 2015, Mr. Patel served in various executive and financial leadership roles at GTECH, including President and Chief Executive Officer of GTECH Corporation, and Chief Financial Officer of the publicly traded GTECH Holdings Corporation. Additionally, Mr. Patel has served on the Board of Directors of Brown & Brown, Inc. (NYSE:BRO) since 2023. Previously Mr. Patel was a director of Willis Towers Watson, SpartanNash Company and Clarim Acquisition Corp., a special-purpose acquisition company, where he also served its President and Chief Financial Officer from January 2021 until December 2022. Mr. Patel brings valuable experience with his demonstrated history of executive leadership roles, global operations experience, finance and board service. | | Robeson M. Reeves Age 42 Term Expires: 2028 | 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 key performance indicators, ensuring sustainable growth. He graduated in 2005 with a BSc in Statistics, Operations Research and Management Studies from University College, London. Mr. Reeves brings valuable experience with his demonstrated history of executive leadership roles, operations experience and growth strategies. |
Continuing Directors
| Wanda Young Wilson Age 76 Term expires: 2027 | 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. |
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
Board of Directors
Board of Directors Our Board is currently comprised of seven 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 Our Company—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.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Pursuant to the Company’s non-employee director compensation policy that was in place for 2025, the Chairman and Vice-Chairman of the Board each received an annual retainer of $400,000, which for the Chairman, was paid in the form of annual and quarterly grants of Bally’s restricted stock awards, and, for the Vice-Chairman, was paid $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 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 generally 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 and are subject to a one-year holding period. The quarterly restricted stock grants made to the Chairman of the Board are fully vested when granted and are subject to a one-year holding period. 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.
2025 Director Compensation Table
2025 Director Compensation Table The following table provides compensation information for the year ended December 31, 2025. Messrs. Papanier and Reeves do not receive compensation for their service as directors because they are employees of Bally’s. The compensation received by Messrs. Papanier and Reeves for 2025 is described under “Executive Compensation Information”. Mr. Downey received cash compensation for his service as a director only in the first quarter of 2025 because he was hired as an employee of Bally’s in March 2025 and ultimately resigned from the Board on September 26, 2025. Mr. Kim received compensation for his service as a Bally’s director in 2025 in the form of equity awards only. During 2025, Ms. Wilson and Messrs. Patel and Rollins served on the Operational Integration Committee, which was created in 2023, to oversee the Company’s global process for streamlining company operations, among other things, and received additional cash compensation for such services equal to $120,000, $480,000 and $180,000, respectively. Messrs. Patel and Rollins and Ms. Wilson also received additional fees equal to $25,000 each for sitting on a special committee which was formed in 2024 to review and evaluate the advisability of the transaction proposed by Standard General L.P. This committee was dissolved in 2025 upon the completion of the transaction. Ms. Wilson also received compensation equal to $160,000 for serving as Board Chair of Bally’s Chicago, Inc., a consolidated subsidiary of Bally’s Corporation. On January 27, 2026, Mr. Kim was appointed to the role of Executive Chairman and became an employee of Bally’s Corporation. As of such date, he ceased receiving compensation for his service as a director on the Board and currently receives compensation as an executive.
2025 Director Compensation Table
| Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Terrence Downey | 33,333 | — | — | — | — | 33,333 | | Tracy S. Harris | 210,000 | 99,999 | — | — | — | 309,999 | | Soohyung Kim | 200,009 | 199,998 | — | — | — | 400,007 | | Jaymin B. Patel | 756,667 | 200,029 | — | — | — | 956,696 | | Jeffrey W. Rollins | 355,000 | 99,995 | — | — | — | 454,995 | | Wanda Y. Wilson | 455,000 | 99,995 | — | — | — | 554,995 |
2025 Director Compensation Table
| (1) This column shows the amount of cash compensation earned for service on the Board and its committees. Mr. Kim received his annual cash retainer in the form of quarterly awards of restricted stock (“RSAs”) with a grant date fair value of $50,000 on each of March 31, 2025, June 30, 2025, September 30, 2025 and December 31, 2025. Such RSAs were fully vested upon grant and are subject to a one-year holding period. | | (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 2025 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 15, 2025, Mses. Harris and Wilson and Mr. Rollins received RSAs with a grant date fair value of approximately $100,000. Mr. Kim received an award of RSAs on May 15, 2025 with a grant date fair value of approximately $200,000 for serving as Chairman of the Board. Mr. Patel received an award of RSAs with a grant date fair value of approximately $200,000. As of December 31, 2025, Mses. Harris and Wilson and Mr. Rollins each have 9,225 unvested RSAs outstanding and Messrs. Kim and Patel each have 18,450 unvested RSAs outstanding. Mr. Downey does not have any RSAs outstanding as of December 31, 2025. |
2025 Summary Compensation Table
2025 Summary Compensation Table The following table provides information concerning the compensation awarded to, earned by or paid to our 2025 NEOs for each of the years ended December 31, 2025 and December 31, 2024.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary(1) | Bonus(2) | Stock Awards(3) | Option Awards(4) | Non-Equity Incentive Plan Compensation | All Other Compensation(5) | Total | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Robeson M. Reeves(6) | 2025 | 1,138,501 | 1,876,087 | 590,012 | 5,003,460 | — | 50,542 | 8,658,602 | | Chief Executive Officer | 2024 | 1,100,913 | 935,000 | 201,776 | — | — | 53,070 | 2,290,759 | | George T. Papanier | 2025 | 975,000 | 832,360 | 589,995 | 3,335,640 | — | 26,268 | 5,759,263 | | President | 2024 | 975,000 | 745,875 | 382,497 | — | — | 26,108 | 2,129,480 | | Kim M. Barker | 2025 | 550,000 | 495,000 | 135,200 | — | — | 20,409 | 1,200,609 | | EVP, Chief Legal Officer | 2024 | 550,000 | 352,000 | 87,661 | — | — | 19,004 | 1,008,665 | | Marcus Glover | 2025 | 516,827 | — | 273,109 | — | — | 1,070,023 | 1,859,959 | | Former EVP, Global Operations | 2024 | 625,000 | 400,000 | 177,068 | — | — | 24,775 | 1,226,843 |
2025 Summary Compensation Table
| (1) Amounts represent the base salary paid to each of the NEOs during the relevant year. Mr. Glover’s annual base salary was prorated based on a separation date of October 15, 2025. There were no NEO base salary changes in 2025. | | (2) The amounts in this column reflect amounts paid to each NEO, in cash, as a discretionary annual incentive awarded by the Compensation Committee for the 2025 performance year. In addition, Mr. Reeves received an $871,046 (660,000 GBP) discretionary award for the completion of the Intralot transaction. | | (3) Amounts shown represent the grant date fair value of awards of PSUs at the target level as computed under ASC 718, granted during the fiscal year indicated. The 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. For additional information, please refer to Note 16 “Equity Plans” in the Company’s Consolidated Financial Statements for the year ended December 31, 2025 included in the Company’s 2025 Annual Report on Form 10-K. | | (4) Amounts shown represent the grant date fair value of awards of stock options, as computed under ASC 718, using a Black Scholes valuation methodology. For additional information, please refer to Note 16 “Equity Plans” in the Company’s Consolidated Financial Statements for the year ended December 31, 2025 included in the Company’s 2025 Annual Report on Form 10-K. | | (5) Amounts shown for 2025 consist of (1) a gross-up for Company-paid health insurance premiums paid for Ms. Barker and Messrs. Glover and Papanier, (2) pay received in lieu of benefits for Mr. Reeves, (3) Bally’s contributions under a Company-sponsored defined contribution plan for Ms. Barker and Messrs. Glover and Papanier in the amount of $15,156, $11,750 and $13,625, respectively, (4) contributions for the executive long-term disability policy for Ms. Barker and Messrs. Glover and Papanier in the amount of $720, $600, and $720, respectively, (5) contributions for the group term life insurance premiums and AD&D policy for Ms. Barker and Messrs. Glover and Papanier in the amount of $1,395, $1,163, and $907, respectively, and (6) in connection with Mr. Glover’s separation from Bally’s: (i) cash severance and accrued paid time off paid to Mr. Glover in the amount of $152,025, (ii) the value of accelerated vesting of 16,533 RSUs and 12,399 PSUs held by Mr. Glover at the time of his separation in the amount of $396,368, (iii) COBRA premium payments equal to $30,426 and (iv) his discretionary annual incentive for the 2025 performance year in the amount of $468,750. | | (6) “All Other Compensation” amounts paid to Mr. Reeves were converted to USD from GBP using an average foreign exchange rate of 1.138 for 2025. |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
Outstanding Equity Awards at 2025 Fiscal Year-End Table The following table sets forth certain information concerning common shares of Bally’s subject to unvested equity incentive plan awards held as of December 31, 2025 by the NEOs.
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| | | Option Awards | | | Stock Awards | | | | | Name(1) | Grant Date | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(2) | Market Value of Shares or Units of Stock That Have Not Vested(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) | | | | (#) | ($) | | (#) | ($) | (#) | ($) | | Robeson M. Reeves | February 15, 2023 | | | | 35,714(6) | 589,995 | | | | | | | | | | | 35,715(9) | 590,012 | | | October 7, 2025 | 1,881,000(5) | 18.25 | 10/7/2035 | | | | | | George T. Papanier | February 15, 2023 | | | | 35,714(7) | 589,995 | | | | | | | | | | | 35,715(9) | 589,995 | | | October 7, 2025 | 1,254,000(5) | 18.25 | 10/7/2035 | — | | | | | Kim M. Barker | March 10, 2023 | | | | 8,184(8) | 135,200 | | | | | | | | | | | 8,184(9) | 135,200 |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (1) Mr. Glover’s employment with Bally’s terminated effective October 15, 2025. In connection with such termination, Mr. Glover received accelerated vesting of 100% of his outstanding RSUs (16,533 shares) and 75% of his outstanding PSUs (12,399 shares). Because Mr. Glover forfeited his remaining outstanding PSUs as of such date, he did not hold any equity awards as of December 31, 2025. | | (2) Represents unvested time-based restricted stock units. | | (3) Amounts shown in this column represent the number of outstanding RSUs and PSUs multiplied by $16.52 per share, the closing price of Bally’s common shares on the NYSE on December 31, 2025. | | (4) 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. | | (5) The stock options granted to Messrs. Reeves and Papanier will vest as follows: one-half of the stock options will vest in three equal annual installments on January 1 of 2027, 2028 and 2029, subject to each NEO’s continued service through each such date, and the remaining one-half of the stock options will vest based on each NEO’s continued service through March 15 of 2027, 2028 and 2029, subject to the achievement of applicable performance criteria established by the Compensation Committee for each corresponding one-year performance period. | | (6) The RSU award granted to Mr. Reeves on February 15, 2023 vested in four installments: 16,874 shares vested on December 31, 2023, 3,111 shares vested on January 1, 2024, 16,875 shares vested on December 31, 2024, and 35,714 shares vested on January 1, 2026. | | (7) The RSU award granted to Mr. Papanier on February 15, 2023 vested on December 31, 2023 with respect to 14,112 shares, on March 1, 2025 with respect to 35,714 shares, and on March 1, 2026 with respect to 35,714 shares. | | (8) The RSU awards granted to Ms. Barker on March 10, 2023 vested in three equal installments on each of March 1 of 2024, 2025 and 2026. | | (9) Represents (1) the PSUs granted to Mr. Reeves on February 15, 2023, of which 35,715 are attributable to the 2025 performance period; (2) the PSUs granted to Mr. Papanier on February 15, 2023, of which 35,714 are attributable to the 2025 performance period; and (3) the PSUs granted to Ms. Barker in 2023 of which 8,184 are attributable to the 2025 performance period. For Messrs. Reeves and Papanier and Ms. Barker, 32,144, 30,357 and 7,366 PSUs vested on March 23, 2026, respectively, reflecting 90%, 85%, and 90%, respectively, of the target number of PSUs attributable to the 2025 performance period. |