PENN Entertainment, Inc.
For the period ended Jun 16, 2026. Filed Apr 27, 2026.
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Jun 16, 2026 · Filed Apr 27, 2026
Contents
Compensation Framework
The primary components of our executive compensation program are base salary, short-term incentive compensation (cash bonus plan) and long-term equity incentive compensation (RSUs, PSUs and stock options). The components of our 2025 executive compensation program are described in more detail below.
| COMPONENT | CEO* | OTHER NEOS* | KEY CHARACTERISTICS | 2025 PERFORMANCE METRICS | |
| FIXED PAY | Base Salary | • Fixed cash compensation designed to provide executives with market-competitive pay for their day-to-day responsibilities, based on their role, individual performance, experience, expertise and qualifications | N/A | ||
| VARIABLE PAY | SHORT-TERM INCENTIVE PROGRAM (“STIP”) | ||||
| STIP | • Cash compensation tied to the achievement of a rigorous pre-set quantitative performance goal• Intended to drive near-term results that are aligned with our long-term growth strategy | Adjusted EBITDAR (100%) (consolidated results from the Company’s Retail and Interactive segments and Other (including Corporate Overhead) | |||
| LONG-TERM INCENTIVE PROGRAM (“LTIP”) | |||||
| PSUs50% of Total LTIP | • Equity incentive designed to motivate achievement of robust pre-determined performance goals over a three-year performance period and drive long-term shareholder value• Performance metrics reflect key drivers of our long-term growth, including both financial and operational objectives related to the advancement of our omnichannel growth strategy• Promote an ownership mentality, and motivate long-term shareholder value creation | Financial Metrics (80%)• Retail Adj. EBITDAR (60%)• Interactive Adj. EBITDA (20%) Operational Metrics (20%)• Database growth (10%)• Omnichannel play (10%) | |||
| RSUs 25% of Total LTIP | • Vest ratably over a three-year period to encourage long-term retention, reflect peer group practices and strengthen the resiliency of our compensation program | RSUs are subject to continued employment through the applicable vesting date to promote retention | |||
| Stock Options25% of Total LTIP | • Equity incentives motivate executives to build long-term shareholder value• Vest ratably over a three-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, fostering a strong alignment with shareholder value creation and motivating sustained, long-term outperformance | |||
| * | Weighting of each compensation element in the table is rounded to the nearest whole percentage. |
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| 62 | PROXY STATEMENT - 2026 |
EXECUTIVE COMPENSATION
Compensation Process
The Committee is solely responsible for approving compensation for our NEOs, other than for our CEO, whose compensation is approved by the independent members of the Board.
The Committee is supported by an independent compensation consultant and, in its discretion, has sole authority to select, approve, retain, terminate and oversee its relationship with the independent compensation consultant. As in prior years, the Committee retained Exequity to advise on the fiscal 2025 executive compensation program. Following the 2025 Annual Meeting, in September 2025, the Compensation Committee retained Semler Brossy to provide a fresh, comprehensive perspective on our executive compensation program and its alignment with leading market practices and our shareholder priorities.
Neither Exequity nor Semler Brossy provided any consulting services to the Committee or PENN other than those related to executive compensation matters. The Committee reviewed the independence of both Exequity and Semler Brossy in accordance with Nasdaq standards, SEC rules and other applicable laws relating to independence of advisors and concluded there were no conflicts of interest that would impair their ability to independently advise the Committee.
| COMPENSATION COMMITTEE(comprised solely of independentdirectors who report to the Board) | • Oversees risks associated with the Company’s compensation policies and practices;• Evaluates and determines the appropriate executive compensation philosophy and objectives;• Reviews and approves annually the compensation peer group;• Approves the appropriate design and levels of our executive compensation program and compensation arrangements for our NEOs, other than our CEO;• Recommends the compensation of our CEO, subject to approval by the independent members of the Board;• Assesses the Company’s leadership and CEO succession planning program;• Approves the performance metrics, goals, payout ranges and other elements used in the incentive performance-based compensation plans for our non-CEO NEOs and recommends these same items for our CEO to the Board for approval; and• Conducts an annual evaluation of our CEO’s performance in executive session. |
| INDEPENDENT MEMBERS OF THE BOARD | • Review the Committee’s annual evaluation of the CEO’s performance;• Approve the performance metrics, goals, payout ranges and other elements used in the incentive performance-based compensation plans for our CEO; and• Consider the Committee’s recommendations with regards to our CEO compensation and, if appropriate, approve changes in target pay levels, incentive program design and final payouts. |
| INDEPENDENT COMPENSATION CONSULTANT | • Provides advice and assistance to the Committee in carrying out its duties and responsibilities with respect to the Company’s executive compensation program and non-employee director compensation;• Participates in executive sessions with the Committee, when appropriate; and• Regularly attends Committee meetings and communicates with the Committee Chair outside of meetings regarding matters related to the Committee’s responsibilities. |
| CHIEF EXECUTIVE OFFICER(with the assistance of the Chief Human Resources Officer) | • Provides input to the Committee with respect to the compensation-setting process to ensure that compensation programs are aligned with the Company’s strategic objectives and reflect appropriate performance goals;• Shares input with the Committee regarding performance of NEOs (other than himself); and• Contributes to the Committee’s discussions on executive performance and recommends base salary and annual short- and long-term incentive targets for the NEOs (other than himself). Our CEO is not present during deliberations regarding his own compensation |
| PROXY STATEMENT - 2026 | 63 |
EXECUTIVE COMPENSATION
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