VICI DEF 14A

Vici Properties Inc. (VICI)

DEF 14A 2025-03-17 For: 2025-04-29

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Added on June 12, 2026

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Items of Business		Board Recommends
1.	Election of the seven director nominees named in the accompanying proxy statement	FOR See page 9
2.	Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025	FOR See page 40
3.	Approval (on a non-binding, advisory basis) of the compensation of our named executive officers	FOR See page 47

				BY INTERNET Go to www.proxyvote.com
				BY TELEPHONE Use the toll-free number shown on your Proxy Card or Voting Instruction Form
				BY MAIL Mark, sign, date and return the enclosed Proxy Card and related instructions in the postage-paid envelope
				DURING THE MEETING Vote through the virtual portal at www.virtualshareholdermeeting.com/VICI2025 during the Annual Meeting

	PROXY STATEMENT SUMMARY					1
	2024 Business Highlights					2
	Our Board Nominees					3
	Corporate Governance Snapshot					5
	Corporate Responsibility Highlights					6
	Executive Compensation Highlights					8
	PROPOSAL 1: ELECTION OF DIRECTORS					9
	Director Nominees					10
	Board and Committee Structure and Meetings					14
	Director Independence					16
	Board Governance and Effectiveness					16
	DIRECTOR COMPENSATION					21
	Director Compensation Program					21
	2024 Director Compensation					21
	CORPORATE GOVERNANCE MATTERS					22
	Corporate Governance Profile					22
	Corporate Governance Highlights and Timeline					23
	Corporate Governance Policies and Documents					24
	Board Committee Responsibilities					26
	Communications with our Board of Directors					27
	Risk Oversight					28
	Risk Management					29
	Stakeholder Engagement					31
	Stockholder Rights					31
	Environmental Sustainability and Social Responsibility					32
	PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					40
	Evaluation of Independent Registered Public Accounting Firm					40
	PRINCIPAL ACCOUNTANT FEES AND SERVICES					41
	Pre-Approval Policies and Procedures of our Audit Committee					41
	AUDIT COMMITTEE REPORT					42
	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS					43
	Related Party Transactions Policy					43
	Certain Relationships					43
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					44

	COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION					46
	COMPENSATION COMMITTEE REPORT					46
	PROPOSAL 3: NON-BINDING, ADVISORY VOTE TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS					47
	EXECUTIVE OFFICERS					48
	EXECUTIVE COMPENSATION					49
	COMPENSATION DISCUSSION AND ANALYSIS					49
	Executive Summary					49
	Compensation Program Overview					50
	Compensation Process					52
	2024 Executive Compensation					54
	Results from 2024 Say-on-Pay Vote					59
	Results from 2024 Say-on-Frequency Vote					59
	Other Compensation Program Elements and Policies					59
	COMPENSATION TABLES AND ARRANGEMENTS					62
	2024 Summary Compensation Table					62
	2024 Grants of Plan-Based Awards					63
	Outstanding Equity Awards at Year-End					64
	2024 Option Exercises and Stock Vested					65
	Employment Agreements with Executive Officers					65
	Potential Payments Upon Termination or Change in Control					67
	CEO Pay Ratio					68
	PAY VS. PERFORMANCE					69
	EQUITY COMPENSATION PLAN INFORMATION					72
	ABOUT THE MEETING: QUESTIONS & ANSWERS					73
	OTHER MATTERS					77
	Annual Report					77
	Changing the Way You Receive Proxy Materials in the Future					77
	Householding of Proxy Materials					77
	Stockholder Proposals for 2026 Annual Meeting					77
	Proxy Access Director Nominations					78
	Other Matters to Come Before the 2025 Annual Meeting					78
	APPENDIX					79

INDEX OF FREQUENTLY REQUESTED INFORMATION
Individual Director Skills Matrix	4	Total Stockholder Return Benchmarking	50
Director Nominees	10	Peer Group and Benchmarking	53
Corporate Governance Matters	22	2024 STIP Award Opportunities and Results	55
Environmental Sustainability and Social Responsibility	32	2022 LTIP Performance-Based Award Results	58
Human Capital Management	37	Stock Ownership Guidelines	61

	1				2				3
	Elect the seven members named in the accompanying proxy statement to serve on our Board of Directors				Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025				Approve (on a non-binding, advisory basis) the compensation of our named executive officers

	TUESDAY, APRIL 29, 2025 10:00 A.M., EASTERN TIME VIRTUAL MEETING ACCESS: WWW.VIRTUALSHAREHOLDERMEETING.COM/VICI2025			PROXY VOTING
				Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares now as instructed in the proxy statement.

	Record Date
	Stockholders of record as of the close of business on March 3, 2025 are entitled to notice of and to vote at the Annual Meeting and at any postponement or adjournment thereof.

	IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 29, 2025.
	The accompanying proxy statement and our 2024 Annual Report are available at https://investors.viciproperties.com/annual-meeting/. In addition, our stockholders may access this information, as well as submit their voting instructions, at www.proxyvote.com by having their proxy card and related instructions in hand.

Proposal	Board Vote Recommendation	Page Reference
Proposal 1: Election of Directors	FOR each nominee	9
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm	FOR	40
Proposal 3: Non-binding, Advisory Vote to Approve the Compensation of Named Executive Officers	FOR	47

Name	Occupation	Director Since	Tenure (Years)		Age		Independent	Audit	Compensation	Nominating and Governance	# of Other Public Company Boards
James R. Abrahamson(1)	Former Chair and CEO	October 2017		8		69						1
Diana F. Cantor*	Partner	May 2018		7		67						2
Monica H. Douglas(2)	General Counsel	February 2020		5		52						0
Elizabeth I. Holland*	CEO	January 2018		7		59						1
Craig Macnab*	Former Chair and CEO	October 2017		8		69						2
Edward B. Pitoniak(3)	CEO	October 2017		8		69						0
Michael D. Rumbolz*(4)	Former Chair and CEO	October 2017		8		70						1

	Snapshot of Board Profile


	(1) Comprised of the Chair of the Board and each committee of the Board.

	Corporate Governance Best Practices
	YES				• Separate Chair and Chief Executive Officer • Independent Non-Executive Chair • Fully Independent Board Committees • Annual Election of All Directors • Majority Voting for Directors • Regular Executive Sessions of Independent Directors • Annual Board, Committee and Director Self-Evaluations (Led Periodically by an Independent Evaluator) • Systemic Risk Oversight by Board and Committees • Committee and Board Oversight of ESG Matters • Committee Oversight of Cybersecurity and Information Technology • Director Commitments Policy • Director Retirement Policy • Proxy Access Rights Consistent with Market Standard • Stockholder Right to Call Special Meeting Without Material Restriction • Strong Investor Outreach Program and Annual Calendar • Opted Out of Maryland Unsolicited Takeover Act (MUTA) • Robust Stock Ownership Requirements for Directors and Executive Officers • Robust Anti-Hedging, Anti-Short Sale and Anti-Pledging Policies • Incentive Compensation Clawback Policy • Insider Trading Policy • Annual “Say-on-Pay” Vote • “Double-Trigger” for Change in Control Severance Payments • One-Year Minimum Vesting Period on Equity Grants (Subject to 5% Carve-Out)
	NO				• No Classified or Staggered Board • No Supermajority Voting Requirements in Bylaws • No Material Related Party Transactions • No Compensation Committee Interlocks • No Family Relationships Among Directors and Executive Officers • No Poison Pill • No Excise Tax Gross-Up Provisions • No Repricing of Underwater Options or Stock Appreciation Rights • No Excess Perquisites

	Corporate Governance
	Stockholder Value Creation — Continue our commitment to maintaining the highest standards of corporate governance in promoting long-term value creation, transparency, and accountability to our stockholders Effective Oversight and Risk Management — Maintain effective oversight and risk management as a real estate owner and as appropriate given our status as a triple-net lease lessor Reporting and Strategic Integration — Enhance our internal framework, processes, and controls to continue progressing our ESG reporting capabilities and integrating ESG considerations into our investment, business, and asset management strategies
	Recent Highlights				• Articulated new Corporate Responsibility commitments, including with respect to biodiversity, human rights, and labor, all of which are available on our website • Amended our key policies, including our Code of Business Conduct and Corporate Governance Guidelines, to incorporate additional topics, including an updated Director Commitments policy, to maintain responsiveness to areas of stockholder focus • Developed an expanded third-party risk management framework to govern our vendor/supplier engagement, and implemented a leading technology platform to provide for ongoing monitoring, additional survey and audit capabilities, and oversight

	Environmental Sustainability
	Corporate Sustainability — Strive to improve the environmental performance of our headquarters and golf course operations, including improving energy efficiency, reducing water usage and waste generation, and increasing recycling and waste diversion Triple-Net Property Sustainability Support — Encourage our tenants’ implementation of environmental sustainability and performance improvement measures to address the sustainability and long-term climate resilience of our portfolio Participation and Reporting — Improve our ability to address investor and other stakeholder group expectations with respect to our corporate-level environmental sustainability initiatives, including through our tenant engagement efforts, data reporting, and third-party framework participation
	Recent Highlights				• Implemented new sustainable practices at our corporate headquarters, including expanded recycling, reducing single-use plastics, smart lighting and facility management, and low-flow fixtures, and continued to progress sustainability efforts at our golf courses, including projects relating to water conservation, fuel efficiency, energy and emissions reduction, waste reduction and recycling • Developed an Environmental Management System to govern internal policies and procedures with respect to our operating portfolio and tenant engagement and data collection with respect to our triple-net lease portfolio • Advanced our tenant engagement efforts through an enhanced asset-level data collection survey to expand the scope and detail of reported triple-net lease portfolio sustainability data • Furthered our assessment of the UN Sustainable Development Goals (UN SDGs) alignment with our ESG strategy, as set forth in our 2023-2024 ESG Report

	Social Responsibility
	Company Culture — Nurture our company culture and focus on the health, safety, wellbeing, and professional development of our employees through recruiting and retention, employee engagement, and strong support and benefits Community and Corporate Citizenship — Support the communities and charitable organizations where we own properties and demonstrate our commitment through volunteering, regular giving, and taking advantage of unique opportunities as they arise Ethical and Responsive Engagement — Enhance our commitments to key social responsibility issues such as philanthropy, human rights and other global challenges by implementing and expanding policies and procedures, training, and external engagement
	Recent Highlights				• Supported the continued development of our employees and engagement programs, including the addition of a Director of People, development of our VICI Values, an organization-wide DiSC® personality assessment, additional communication and feedback training, and expansion of “VICI U,” our internal training curriculum • Continued to enhance our corporate giving initiatives through our impact pillars of Community Relief, Environmental Sustainability and Youth Development, held multiple company-wide volunteer events, continued to build relationships with charitable organizations and explore community impact opportunities • Received our sixth annual certification as a Great Place to Work ® with 100% of our employees agreeing that “Taking everything into account, this is a great place to work,” and expanded our employee feedback programs to incorporate additional pulse surveys

	What’s New?
	We are consistently striving to improve our approach to environmental sustainability, social responsibility and corporate governance, as well as the quality and transparency of our related disclosure. We believe providing additional information to our investors and other stakeholders is of the utmost importance. New developments regarding these matters include:
	Corporate Governance
	• Enhanced disclosure of our corporate governance history and development timeline — see page 23			• Enhanced disclosure regarding additional aspects of our risk management programs — see page 29
	Environmental Sustainability
	• Reported additional data with respect to tenants’ environmental sustainability programs across our leased portfolio — see page 35			• Included disclosure regarding our most recent climate-related risk assessment — see page 34
	Social Responsibility
	• Enhanced disclosure of our Human Capital Management programs and metrics — see pages 37-38			• Enhanced disclosure of our corporate giving key pillars and charitable impact in 2024 — see page 39

Director	Board of Directors	Audit Committee	Compensation Committee	Nominating and Governance Committee
James R. Abrahamson(1)		—	—	—
Diana F. Cantor*			—
Monica H. Douglas(2)		—
Elizabeth I. Holland*			—
Craig Macnab*				—
Edward B. Pitoniak(3)		—	—	—
Michael D. Rumbolz*(4)				—
Number of Meetings Held in 2024	7	4	5	4

	Committee Rotation
	In February 2025, our Board of Directors determined to refresh its committee membership by expanding the Audit Committee to four members and rotating certain existing committee roles among the directors.

	Compensation Component			Amount
	Annual Retainer			$300,000 • ~66.7% ($200,000) payable in restricted common stock(1) • ~33.3% ($100,000) payable in cash
	Additional Annual Retainers

Independent Chair of the Board Annual Retainer		$	150,000
	Audit Committee			Compensation Committee			Nominating and Governance Committee
Committee Chair Annual Retainer	$40,000				$	25,000		$	20,000
Committee Member Annual Retainer	$20,000				$	10,000		$	10,000

Name	Fees Earned or Paid in Cash ($)			Stock Awards(1) ($)			Total ($)
James R. Abrahamson		$	170,014		$	270,014		$	440,028
Diana F. Cantor		$	100,000		$	250,000		$	350,000
Monica H. Douglas		$	104,000		$	206,000		$	310,000
Elizabeth I. Holland		$	116,000		$	224,000		$	340,000
Craig Macnab		$	100,000		$	245,000		$	345,000
Michael D. Rumbolz		$	100,000		$	220,000		$	320,000

	Whistleblower Policy
	Our Whistleblower Policy establishes procedures for the receipt, retention and treatment of complaints regarding improper or questionable accounting, internal accounting controls or auditing and other matters involving the Company with a secure, independent whistleblower hotline and website to ensure the confidential, anonymous submission of such complaints. Since implementation of the Whistleblower Policy, we have received no material complaints or submissions through our whistleblower reporting process.

	Industry Association Involvement
	In 2024, VICI paid a total of approximately $445,000 in membership dues to the National Association of Real Estate Investment Trusts (Nareit) and the American Gaming Association (AGA), approximately 21% of which was allocated by the respective organizations to lobbying and political activities. Except for such portion of these dues (which are not directed by VICI), VICI did not expend corporate resources for political advocacy purposes in 2024.

	Where to Find our Corporate Governance Documents and Policies
				You are encouraged to visit our Corporate Governance website at https://investors.viciproperties.com/corporate-governance/ to view or obtain copies of our articles of incorporation and bylaws, committee charters, and certain corporate policies, including our Code of Business Conduct. You may also obtain, free of charge, a copy of each of these documents by directing your request in writing to Secretary, VICI Properties Inc., 535 Madison Avenue, New York, New York 10022. In addition, you are encouraged to visit our Corporate Responsibility portal on our website at https://viciproperties.com/corporate-responsibility/ to view our Corporate Responsibility statements and policies described above. Additional information relating to the corporate governance of our Company is also set forth below and included in other sections of this Proxy Statement.

	Compensation Committee Fully Independent Meetings Held in 2024: 5 2024 Committee Member Attendance: 100%			Craig Macnab (Chair)			Monica H. Douglas			Michael D. Rumbolz
	Key Responsibilities: • Review and approve the compensation and benefits of our executive officers, non-executive employees and directors; • Administer and make recommendations to our Board of Directors regarding approval of our incentive compensation and equity-based plans; • Produce an annual report on executive compensation and annual compensation committee report; • Periodically review our general employee compensation philosophy to ensure it is appropriate and does not incentivize unnecessary risk-taking; • Periodically review our human capital management programs, including those relating to employee compensation practices, employee benefits, and employee recruitment and retention; • Administer our incentive compensation clawback policy; and • Engage external or internal compensation consultants, legal, accounting or other advisors, with sole authority and appropriate funding to retain and oversee such consultants in the performance of its responsibilities.

Nominating and Governance Committee	Elizabeth I. Holland (Chair)	Diana F. Cantor	Monica H. Douglas*
Fully Independent Meetings Held in 2024: 4 2024 Committee Member Attendance: 100%
Key Responsibilities: • Establish criteria for prospective members of our Board of Directors, conduct candidate searches and interviews, and formally propose the slate of directors to be elected at each annual meeting of our stockholders; • Develop and recommend to our Board of Directors for approval our Corporate Governance Guidelines, our Code of Business Conduct and our policies with respect to conflicts of interest; • Review periodically our corporate governance documents and make recommendations, as appropriate, to the Board of Directors of amendments and modifications; • Make recommendations to the Board of Directors as to the membership of committees of the Board of Directors, including a chair for each committee; • Oversee and evaluate our Board of Directors and management on an annual basis; • Evaluate from time to time the appropriate size and composition of our Board of Directors and committees and recommend, as appropriate, increases, decreases and changes in the composition of our Board of Directors and such committees; • Monitor our compliance with the corporate governance requirements of state and Federal law and the rules of the NYSE; and • Review and oversee our ESG policies, goals and initiatives, and make recommendations, as appropriate, to the Board of Directors based on such review.
* In February 2025, Ms. Douglas replaced Mr. Rumbolz on the Nominating and Governance Committee.

THE BOARD OF DIRECTORS
The Board of Directors has overall responsibility for risk oversight, including, as part of regular Board of Director and committee meetings, general oversight of executive leadership’s management of risks relevant to the Company, which is informed by regular reports from our management team that are designed to provide visibility into our key risks and our risk mitigation strategies. In this regard, the Board of Directors seeks to identify, understand, analyze and oversee critical business risks.
Board Responsibilities
• Overall responsibility for risk oversight • Development of business strategy	• Leadership of management succession planning • Business conduct and regulatory compliance oversight	• Oversight of Enterprise Risk Management matters • Board committees report on specific risk oversight responsibilities
While the full Board of Directors has primary responsibility for risk oversight, its committees, as appropriate, monitor and address risks that may be within the scope of a particular committee’s expertise or charter. Our Board of Directors uses the committees to assist in risk oversight as follows:

	MANAGEMENT
	While the Board of Directors and its committees oversee risk management as part of an ongoing process, management is charged with identifying and managing risk (including through the implementation of appropriate risk management strategies). Management periodically reports to the Board of Directors and its committees, as appropriate, on the material risks to the Company, including any major strategic, operational, regulatory and external risks inherent in the Company’s business and the policies and procedures with respect to such risks.

KEY STRATEGY AND RISK OVERSIGHT AREAS
• Business Strategy	• Lease Administration and Asset Management	• Consumer / Industry Changes	• Human Capital Management
• Capital Allocation and Investments	• Tax Structuring and REIT Compliance	• Cybersecurity • Regulatory Compliance	• ESG / Sustainability

	Gaming Regulatory Oversight
	With assets located across 26 states and Alberta, Canada, we are currently subject to gaming and/or racing regulation by 16 jurisdictions (15 U.S. states and one Canadian province) and required to be licensed or found suitable in 11 jurisdictions.

	Responsible Gaming
	Each of our gaming tenants, as licensed operators of gaming assets, have implemented Responsible Gaming initiatives designed to ensure, among other things, that patrons responsibly enjoy casino games as a form of entertainment. These programs generally include elements such as consumer education, employee training, and the establishment of standards to address problem gambling, underage gambling, responsible marketing and advertising, improper use of alcohol and the prevention of unattended minors, as well as other initiatives, such as combating human trafficking in the gaming industry, based on policies and guidelines promulgated by the American Gaming Association. As we do not operate gaming assets or participate in our tenants’ operations at our leased properties, we do not maintain a Responsible Gaming program.

	Cybersecurity and Information Technology
	Approach
	Our cybersecurity and information technology (“IT”) program uses a risk-based approach and includes a comprehensive set of policies and procedures and related controls which are reviewed and tested on a regular basis. These policies and procedures include:
	• Vulnerability scanning			• Third-party penetration testing
	• Periodic cybersecurity maturity assessments			• Risk-based third-party service provider oversight
	• Mandatory employee cybersecurity training			• Cybersecurity risk assessments
	• Regularly tested incident and disaster recovery response plans			• Integration into ERM framework
	Governance and Reporting
	Our cybersecurity and IT framework is characterized by key internal and external resources, including:
	• Highly qualified contracted Chief Information Security Officer			• Additional third-party managed service providers
	• Frequent reporting and interaction with our VP, Accounting & Administration			• Quarterly reporting to our IT Executive Committee
	• Semi-annual review and report to Audit Committee			• Prompt incident-based reporting to Audit Committee and Board of Directors
	For additional information on our cybersecurity and IT policies and practices, see the section entitled “Item 1C — Cybersecurity” on pages 34 – 35 of our 2024 Annual Report.

	Ongoing Stockholder Engagement				Annual Cycle of Outreach and Engagement
	We take pride in our robust stockholder engagement program. Our core engagement principle is to develop and maintain strong relationships with our stockholders to ensure that we understand and consider their focus issues and provide necessary information needed for their investment decisions and continued ownership.				In addition to our ongoing stockholder engagement, we proactively contact our top stockholders in advance of each Annual Meeting of Stockholders.
	We regularly communicate on matters relating to our business, strategy and performance, corporate governance, board composition and structure, executive compensation program and Corporate Responsibility and sustainability initiatives.
	2024 Stockholder Engagement Highlights
	• 350+ individual investors met
	• 200+ investment firms met
	• 18 conferences attended
	• 18 investor events and property tours hosted

	2024 Developments and Highlights
	UN Sustainable Development Goals Alignment. In 2023, we mapped our stakeholder materiality assessment results against the UN SDGs to identify which goals are most relevant to our business and where we can potentially have the greatest impact, including through our tenant engagement efforts. In 2024, our ESG Committee continued to review and refine our ESG strategy and alignment with the UN SDGs, including linking VICI activities to the identified UN SDGs. We expect to continue to refresh this analysis from time to time with the growth of our business, overall ESG program, and future stakeholder feedback.

	External Framework Alignment. We align our ESG disclosure with leading frameworks, including the SASB — Real Estate Standard and the Task Force on Climate-related Financial Disclosure (TCFD) guidelines. In our 2023-2024 ESG Report, we also further aligned our ESG programs and goals with certain of the UN Sustainable Development Goals (as described above). In 2025, we expect to further align our ESG disclosure with the Global Reporting Index (GRI) framework. We also expect to participate in the S&P Corporate Sustainability Assessment in 2025 and continue to evaluate the feasibility of participating in various other frameworks, including the Global Real Estate Sustainability Benchmark (GRESB) and CDP.
	Environmental Management System. We have developed an Environmental Management System (“EMS”) in reference to the ISO 14001 framework, which governs our approach to addressing the environmental performance of our operational portfolio and the leased properties outside of our operational control given our triple net-lease structure. The EMS outlines how we aim to identify, document, monitor, evaluate, provide resources for, and communicate our environmental initiatives by focusing on meeting our environmental responsibility commitments.

	Key Objectives and Approach
				Corporate Sustainability — Strive to improve the environmental performance of our headquarters and golf course operations, including improving energy efficiency, reducing water usage and waste generation, and increasing recycling and waste diversion
				Triple-Net Property Sustainability Support — Encourage our tenants’ implementation of environmental sustainability and performance improvement measures to address the sustainability and long-term climate resilience of our portfolio
				Participation and Reporting — Improve our ability to address investor and other stakeholder group expectations with respect to our corporate-level environmental sustainability initiatives, including through our tenant engagement efforts, data reporting, and third-party framework participation