VICI PROPERTIES INC

For the period ended Apr 30, 2024. Filed Mar 14, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 30, 2024 · Filed Mar 14, 2024

VICI$24.79-1.7%Stored close · as of Nov 6, 2026

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Contents

Compensation Program Overview

				EXECUTIVE COMPENSATION

Compensation Program Overview

Compensation Philosophy and Program Objectives

Our compensation program is designed to attract and retain high-performing executives by motivating and rewarding our executives for achieving both short- and long-term performance goals that are aimed at growing stockholder value. The principal objectives of our compensation philosophy and program are to:

align the interests of our executives and stockholders through the use of performance-based short-term cash incentive compensation and time- and performance-based long-term equity incentive compensation;

attract, motivate, retain and reward the key leadership and managerial talent needed for our Company to achieve its goals and objectives;

promote long-term value creation and growth strategies;

ensure line-of-sight between key performance measures that are indicative of Company growth and gains in stockholder value and actual results; and

encourage stock ownership through executive stock ownership guidelines and by providing long-term incentives that align the interests of our executive officers with those of our stockholders.

Compensation Elements

The primary components of our executive compensation program are base salary, short-term incentive compensation (cash bonus) and long-term incentive compensation (equity, with a significant portion performance-based and all subject to multi-year vesting requirements). The primary objectives of these components are described in more detail below.

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	EXECUTIVE COMPENSATION

		Pay-for-Performance Compensation Structure
		Our compensation structure embodies our commitment to align executive pay and performance by linking a meaningful portion of total compensation to the achievement of pre-determined quantitative performance goals through our STIP, as well as rigorous absolute and relative stockholder return goals through our LTIP. In 2023, 89.2% of our Chief Executive Officer’s total target compensation, and 77.7% (on average) of our other named executive officers’ total target compensation was performance-based and/or at risk/not guaranteed and 10.8% and 22.3% respectively, was fixed. To build alignment with our stockholders, long-term incentive awards granted under the LTIP are predominantly “at-risk” performance-based equity awards, the vesting and ultimate value of which depends entirely on the Company’s future absolute and relative total stockholder return. The following graphics illustrate the mix between fixed pay (base salary) and performance-based and/or at-risk pay incentives (short-term incentive in the form of cash and long-term incentive in the form of time-based restricted stock and PSUs) for our Chief Executive Officer and the average of our other named executive officers, in each case based on 2023 target levels of compensation. Actual 2023 compensation varies based on performance outcomes.

Compensation Practices and Policies

The following is an overview of the highlights of our compensation structure, and the fundamental compensation policies and practices we do and do not use.

WHAT WE DO		WHAT WE DON’T DO
	Align the interests of our executives and stockholders through the use of performance-based short-term cash incentive compensation and service and performance-based long-term equity incentive compensation.		No excise tax gross ups upon a change in control.
	Double-Trigger Change in Control Payments — a “change in control” by itself is not sufficient to trigger payments, it must also be accompanied by a qualifying termination.		No pledging, hedging or short sale activities by our executives and directors.
	Clawback Policy — an accounting restatement will trigger the mandatory clawback of any erroneously awarded compensation, i.e., incentive compensation that exceeds the amount of such compensation due after taking into account the accounting restatement.		We do not maintain any defined benefit or supplemental retirement plans.
	LTIP Award Governor — Payouts under our Relative TSR PSUs are capped at “target” in the event that our Absolute TSR performance is negative in a given period.		No perquisites or other personal benefits to executive officers that are not available to all employees.
	Maintain robust director and executive officer stock ownership guidelines, with only earned performance-based equity included in determining if the ownership threshold is satisfied.		We do not pay dividends on unvested equity awards until, and only to the extent, those awards vest.
	Engage an independent compensation consultant to review and provide recommendations regarding our executive compensation program.		We do not allow for repricing or buyouts of underwater options or stock appreciation rights without stockholder approval.
	Require a one-year minimum vesting period on equity grants, subject to a 5% carve-out for certain equity grants.		No plan design features that encourage excessive or imprudent risk taking.

	54			VICI PROPERTIES INC. — 2024 PROXY STATEMENT

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.