VICI PROPERTIES INC.

For the period ended Apr 29, 2025. Filed Mar 17, 2025.

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 29, 2025 · Filed Mar 17, 2025

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

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Contents

Compensation Program Overview

	EXECUTIVE COMPENSATION

Total Stockholder Return Benchmarking

48.9% 5-Year Total Stockholder Return	13.6% 3-Year Total Stockholder Return	(3.1)% 1-Year Total Stockholder Return
Challenging macroeconomic environment driving one-year TSR underperformance. Outperformance in three-year TSR, leading all comparison groups. Significant outperformance in five-year TSR, leading all comparison groups by significant margins.

* Refer to page 53 of this Proxy Statement for companies comprising the Peer Group. † Triple Net REITs include: Agree Realty Corporation, EPR Properties, Essential Properties Realty Trust, Four Corners Property Trust, Inc., Gaming and Leisure Properties, Inc., National Retail Properties, Inc., Realty Income Corporation, VICI Properties Inc. and W.P. Carey Inc, and does not include triple net REITs that were not publicly traded during the entirety of 2024. ‡ S&P 500 REITs include: Alexandria Real Estate Equities, Inc., American Tower Corporation, AvalonBay Communities, Inc., BXP Inc., Camden Property Trust, Crown Castle Inc., Digital Realty Trust, Inc., Equinix, Inc., Equity Residential, Essex Property Trust, Inc., Extra Space Storage Inc., Federal Realty Investment Trust, Healthpeak Properties, Inc., Host Hotels & Resorts, Inc., Invitation Homes, Inc., Iron Mountain, Inc., Kimco Realty Corporation, Mid-America Apartment Communities, Inc., Prologis, Inc., Public Storage, Realty Income Corporation, Regency Centers Corporation, SBA Communications Corp. (Class A), Simon Property Group, Inc., UDR, Inc., Ventas, Inc., VICI Properties Inc., Vornado Realty Trust, Welltower Inc., and Weyerhaeuser Company. For comparative purposes, overall S&P 500 index total stockholder return for the one-, three- and five-year periods ended December 31, 2024 were 25.0%, 29.2%, and 96.8% respectively.

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.

	50			VICI PROPERTIES INC. — 2025 PROXY STATEMENT

				EXECUTIVE COMPENSATION

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.

	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 2024, 90.7% of our Chief Executive Officer’s total target compensation, and 79.1% (on average) of our other named executive officers’ total target compensation was performance-based and/or at risk/not guaranteed and 9.3% and 20.9% 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 2024 target levels of compensation. Actual 2024 compensation varies based on performance outcomes.

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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.