VICI PROPERTIES INC.
For the period ended Apr 28, 2026. Filed Mar 16, 2026.
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Apr 28, 2026 · Filed Mar 16, 2026
Contents
Compensation Process
| | EXECUTIVE COMPENSATION | | | | |
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COMPENSATION PROCESS
In developing the Company’s executive compensation philosophy and implementing its programs and policies, our Compensation Committee and Board recognizes the importance of aligning the Company’s executive compensation programs with stockholder interests and continually reviews the Company’s executive compensation practices. A broad overview of the Compensation Committee’s annual process, including the roles of the independent compensation consultant and executive management, is set forth below.
Role of the Compensation Committee
The Compensation Committee regularly reviews, approves and oversees our executive compensation programs and practices, and evaluates and determines the appropriate executive compensation philosophy and objectives for VICI, the process for establishing executive compensation, the appropriate design of our executive compensation program and compensation arrangements, and the annual compensation of our executive officers. In determining compensation for our executive officers, the Compensation Committee considers, among other things, the factors set forth herein and the recommendations of our Chief Executive Officer (for our named executive officers other than our Chief Executive Officer). The Compensation Committee consists entirely of independent directors and is supported in its work by an independent compensation consultant, as described below, although it is solely responsible for making the final decisions on executive compensation.
| | Individual Factors | |
|---|---|---|
| | • Position and Associated Responsibilities • Recruitment / Retention | |
| | • Individual History | |
| | • Industry Considerations | |
| | • Peer Comparisons | |
| | • Compensation Philosophy | |
Role of Executive Management
When determining compensation for our executive officers, the Chief Executive Officer provides the Compensation Committee with his input regarding executive performance and recommends base salary and STIP and LTIP targets for each of our executive officers (other than himself). The performance of the Chief Executive Officer is assessed directly by the Compensation Committee (with input from other independent directors) in executive session without the Chief Executive Officer present.
Role of Independent Compensation Consultant
In 2025, the Compensation Committee continued to retain Pay Governance LLC (“Pay Governance”) as its independent compensation consultant to provide advice and support in the design and implementation of our executive compensation program. In selecting a compensation consultant, the Compensation Committee considers the independence of such consultant in accordance with the standards of the NYSE, any applicable rules and regulations of the SEC and other applicable laws relating to independence of advisors and consultants. Pay Governance has not provided other consulting services to VICI or any of its executive officers and, in connection with their engagement, the Compensation Committee concluded that no conflict of interest exists that would prevent Pay Governance from acting as the Compensation Committee’s independent compensation consultant and independently advising the Compensation Committee. At the Compensation Committee’s request, the independent compensation consultant regularly attends Compensation Committee meetings. The independent compensation consultant also communicates with the Chair of the Compensation Committee outside committee meetings regarding matters related to the Compensation Committee’s responsibilities.
Peer Group and Benchmarking
The Compensation Committee reviews the potential total compensation package for each of the executive officers against a pre-selected peer group of companies, based on data compiled by Pay Governance. Consistent with the objectives of the Company’s executive compensation program, the Compensation Committee compares executive officer compensation against these peer companies (“benchmarking analysis”) to ensure that the Company is able to attract and retain highly qualified executive officers by providing a total compensation package that is competitive with those provided by the Company’s peers.
| | 50 | | | VICI PROPERTIES INC. — 2026 PROXY STATEMENT | | | | |
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| | | | | EXECUTIVE COMPENSATION | |
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In the third quarter of 2024, the Compensation Committee reviewed the composition of our peer group with the assistance of Pay Governance. Following this review, and based on the recommendations of Pay Governance, the Compensation Committee removed Las Vegas Sands Corp. and Vail Resorts, Inc. from our peer group and added Equinix, Inc. and Wynn Resorts, Limited to our peer group, taking into consideration the highlighted peer group factors, as well as the overall relevance of the companies in the current peer group (including size, scope, and industry/sector). The companies in our peer group comprise a variety of asset classes within the REIT industry, as well as companies that represent a broad cross section of experiential operators in related industries, such as gaming, hospitality and retail, that are similar to our company profile. The companies in the 2025 peer group, as well as a comparison of the Company’s market capitalization and total enterprise value to the peer group, are set forth in the table below.
| | Peer Group Factors | |
|---|---|---|
| | • Total Revenues | |
| | • Total Assets | |
| | • Market Capitalization | |
| | • Total Capitalization | |
| | • Adjusted EBITDA | |
| | • Industry / Sector | |
| | 2025 PEER GROUP | | ||||||
|---|---|---|---|---|---|---|---|---|
| | Alexandria Real Estate Equities, Inc. | | | Extra Space Storage Inc. | | | Realty Income Corporation* | |
| | AvalonBay Communities, Inc. | | | Gaming and Leisure Properties, Inc.* | | | SBA Communications Corp. | |
| | Caesars Entertainment, Inc. † | | | Healthpeak Properties, Inc. | | | Simon Property Group, Inc. | |
| | Digital Realty Trust, Inc. | | | Hilton Worldwide Holdings Inc. † | | | Welltower, Inc. | |
| | Equinix, Inc. | | | MGM Resorts International † | | | W.P. Carey Inc.* | |
| | Equity Residential | | | Public Storage | | | Wynn Resorts, Limited † | |
| | * Denotes triple-net lease REIT | | | † Denotes experiential operator | |
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In the third quarter of 2025, the Compensation Committee reviewed, with the assistance of Pay Governance, the composition of our peer group for the 2026 compensation year, taking into account the same factors noted above under “Peer Group Factors”. Following this review, and based on the recommendations of Pay Governance, the Compensation Committee determined to maintain the 2025 peer group (set forth above) for the 2026 compensation year without modification.
The independent compensation consultant’s benchmarking analysis compared the compensation of our executive officers based on each element of compensation and total target compensation with that of executive officers of similar titles and job roles across the peer group. The Compensation Committee considers the amount and mix of base and variable compensation by referencing, for each executive officer position, the prevalence of each element and the level of compensation that is provided in the market based on the benchmarking analysis. The Compensation Committee typically uses the median levels of compensation within the peer group in setting pay; however, actual compensation paid may fluctuate above/below the median of the peer group based on the Company’s performance and achievement of the goals established by the Compensation Committee for the executive officers. In connection with setting 2025 compensation, the Compensation Committee reviewed total target compensation for executive officers in similar roles at our 2025 peer group companies based on market data, which indicated that the median compensation of such peer group executive officers exceeded each of our executive officers’ 2024 total target compensation for their respective positions, with the compensation of our executive officers falling between the 26th and 35th percentiles (with variability by position) and averaging 15% below median against the peer group data. The comparative analysis performed in the first quarter of 2025 indicated that our Chief Executive Officer’s total target compensation registered at the 34th percentile of the 2025 peer group companies’ CEO total target compensation and was approximately 6% below the median of the 2025 peer group companies’ CEO total target compensation.
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