PENN Entertainment Inc

For the period ended Jun 4, 2024. Filed Apr 23, 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.

Jun 4, 2024 · Filed Apr 23, 2024

PENN$17.43+0.5%Stored close · as of Nov 6, 2026

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Contents

Compensation Framework

The primary components of our executive compensation program are base salary, short-term incentive compensation (cash bonus plan) and long-term incentive compensation (equity). These components of our 2023 compensation program are described in more detail below.


		COMPONENT	CEO	OTHER NEOS		KEY CHARACTERISTICS		2023 PERFORMANCE METRICS
FIXED PAY		Base Salary				• Fixed cash compensation designed to compensate executives for their day- to-day responsibilities based on the job responsibilities, individual performance, experience, expertise and qualifications		N/A
VARIABLE PAY		SHORT-TERM INCENTIVE PROGRAM (“STIP”)
	Short-Term Incentive Plan (“STIP”)				• Cash compensation tied to the achievement of pre-determined quantitative performance goals • Aligns a significant portion of target cash compensation to the achievement of near-term EBITDAR goals that support our long-term growth strategy		Adjusted EBITDAR
	LONG-TERM INCENTIVE PROGRAM (“LTIP”)*
	Performance- Based Equity(50% Weighting of Total LTIP)				• Equity incentive designed to motivate achievement of pre-set performance goals throughout a three-year performance period to drive long-term shareholder value • Performance metrics reflect key drivers of our long-term growth, including incentives to advance our omnichannel growth strategy, as well as to encourage progress on key sustainability initiatives • Settling in shares of our restricted stock to align interests of our executives with those of our shareholders, promote an ownership mentality, and motivate long-term shareholder value creation		Omnichannel • Loyalty Database Activations• Loyalty App Registrations • Retail to Online Registrations • Online to Retail Activations Interactive• iCasino Handle • Online Sportsbook HandleESG/Sustainability • Key metrics that promote inclusive culture across our organization, encourage inclusive leadership and incentivize progress on making our operations more energy efficient
	Stock Options (50% Weighting of Total LTIP)				• Equity incentives motivate executives to build long-term shareholder value • Award vests ratably over a four-year period to encourage long-term retention		Stock options only deliver value to executives to the degree our stock price appreciates after the grant date, strongly aligning executive interests with shareholder value creation and motivating sustained, long-term outperformance

The performance-based equity weighting in the table above reflects the target values of new incentives awarded in 2023. These values vary somewhat from the grant values reflected in the Summary Compensation Table and the Grants of Plan-Based Awards Table, below, since the values in these tables include portions of performance-based equity grants that were part of performance-based equity awards originally made in 2021, 2022, and 2023.

54 PROXY STATEMENT - 2024

EXECUTIVE COMPENSATION

ContentsView on SEC.gov

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